Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Jun. 29, 2018 | Jul. 27, 2018 | |
Document and Entity Information [Abstract] | ||
Entity Registrant Name | Atkore International Group Inc. | |
Entity Central Index Key | 1,666,138 | |
Document Type | 10-Q | |
Document Period End Date | Jun. 29, 2018 | |
Document Fiscal Year Focus | 2,018 | |
Amendment Flag | false | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | --09-30 | |
Entity Filer Category | Large Accelerated Filer | |
Entity Common Stock, Shares Outstanding | 46,036,941 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Jun. 29, 2018 | Jun. 30, 2017 | Jun. 29, 2018 | Jun. 30, 2017 | [1] | |
Income Statement [Abstract] | |||||
Net sales | $ 498,014 | $ 397,745 | $ 1,357,572 | $ 1,108,127 | |
Cost of sales | 377,685 | 305,260 | 1,031,219 | 836,369 | |
Gross profit | 120,329 | 92,485 | 326,353 | 271,758 | |
Selling, general and administrative | 57,482 | 42,491 | 169,195 | 138,143 | |
Intangible asset amortization | 7,694 | 5,546 | 24,146 | 16,628 | |
Operating income | 55,153 | 44,448 | 133,012 | 116,987 | |
Interest expense, net | 12,442 | 5,811 | 28,322 | 20,872 | |
Loss on extinguishment of debt | 0 | 0 | 0 | 9,805 | |
Other income, net | (1,840) | (259) | (27,516) | (6,785) | |
Income before income taxes | 44,551 | 38,896 | 132,206 | 93,095 | |
Income tax expense | 10,352 | 11,431 | 28,260 | 29,313 | |
Net income | $ 34,199 | $ 27,465 | $ 103,946 | $ 63,782 | |
Net income per share | |||||
Basic (in dollars per share) | $ 0.73 | $ 0.43 | $ 1.92 | $ 1.01 | |
Diluted (in dollars per share) | $ 0.70 | $ 0.41 | $ 1.84 | $ 0.96 | |
[1] | Adjusted due to the adoption of ASU 2017-07, Compensation - Retirement Benefits (Topic 715): Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost. See Note 1, ''Basis of Presentation and Summary of Significant Accounting Policies'' for additional information. |
Condensed Consolidated Stateme3
Condensed Consolidated Statements of Comprehensive Income (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Jun. 29, 2018 | Jun. 30, 2017 | Jun. 29, 2018 | Jun. 30, 2017 | ||
Statement of Comprehensive Income [Abstract] | |||||
Net income | $ 34,199 | $ 27,465 | $ 103,946 | $ 63,782 | [1] |
Other comprehensive income, net of tax: | |||||
Change in foreign currency translation adjustment | (3,293) | 916 | (1,793) | (75) | |
Change in unrecognized loss related to pension benefit plans | 65 | 326 | 194 | 977 | |
Total other comprehensive (loss) income | (3,228) | 1,242 | (1,599) | 902 | |
Comprehensive income | $ 30,971 | $ 28,707 | $ 102,347 | $ 64,684 | |
[1] | Adjusted due to the adoption of ASU 2017-07, Compensation - Retirement Benefits (Topic 715): Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost. See Note 1, ''Basis of Presentation and Summary of Significant Accounting Policies'' for additional information. |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands | Jun. 29, 2018 | Sep. 30, 2017 |
Current Assets: | ||
Cash and cash equivalents | $ 109,519 | $ 45,718 |
Accounts receivable, less allowance for doubtful accounts of $1,547 and $1,239, respectively | 260,564 | 224,427 |
Inventories, net | 207,535 | 200,003 |
Prepaid expenses and other current assets | 26,854 | 35,611 |
Total current assets | 604,472 | 505,759 |
Property, plant and equipment, net | 212,585 | 208,619 |
Intangible assets, net | 300,406 | 344,289 |
Goodwill | 170,340 | 147,716 |
Deferred tax assets | 0 | 1,657 |
Non-trade receivables | 6,452 | 7,052 |
Total Assets | 1,294,255 | 1,215,092 |
Current Liabilities: | ||
Short-term debt and current maturities of long-term debt | 7,630 | 4,215 |
Accounts payable | 154,331 | 125,618 |
Income tax payable | 1,808 | 2,581 |
Accrued compensation and employee benefits | 29,997 | 26,387 |
Other current liabilities | 59,111 | 53,036 |
Total current liabilities | 252,877 | 211,837 |
Long-term debt | 898,509 | 571,863 |
Deferred tax liabilities | 19,100 | 17,464 |
Other long-term tax liabilities | 6,544 | 6,771 |
Pension liabilities | 23,200 | 25,239 |
Other long-term liabilities | 20,262 | 21,047 |
Total Liabilities | 1,220,492 | 854,221 |
Equity: | ||
Common stock, $0.01 par value, 1,000,000,000 shares authorized, 45,972,141 and 63,305,434 shares issued and outstanding, respectively | 461 | 634 |
Treasury stock, held at cost, 260,900 and 260,900 shares, respectively | (2,580) | (2,580) |
Additional paid-in capital | 443,918 | 423,232 |
Accumulated deficit | (348,455) | (42,433) |
Accumulated other comprehensive loss | (19,581) | (17,982) |
Total Equity | 73,763 | 360,871 |
Total Liabilities and Equity | $ 1,294,255 | $ 1,215,092 |
Condensed Consolidated Balance5
Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - USD ($) $ in Thousands | Jun. 29, 2018 | Sep. 30, 2017 |
Statement of Financial Position [Abstract] | ||
Allowance for doubtful accounts | $ 1,547 | $ 1,239 |
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common stock, shares authorized (shares) | 1,000,000,000 | 1,000,000,000 |
Common stock, shares issued (shares) | 45,972,141 | 63,305,434 |
Common stock, shares outstanding (shares) | 45,972,141 | 63,305,434 |
Treasury stock (shares) | 260,900 | 260,900 |
Condensed Consolidated Stateme6
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 9 Months Ended | ||
Jun. 29, 2018 | Jun. 30, 2017 | ||
Operating activities: | |||
Net income | $ 103,946 | $ 63,782 | [1] |
Adjustments to reconcile net income to net cash provided by operating activities: | |||
Depreciation and amortization | 49,255 | 40,242 | |
Deferred income taxes | (4,354) | (1,748) | |
Gain on sale of a business | (27,575) | 0 | |
Loss on extinguishment of debt | 0 | 9,805 | [1] |
Stock-based compensation | 9,828 | 9,368 | |
Other adjustments to net income | 4,642 | (2,457) | |
Changes in operating assets and liabilities, net of effects from acquisitions | |||
Accounts receivable | (40,160) | (16,481) | |
Inventories | (18,038) | (17,486) | |
Accounts payable | 29,420 | 2,918 | |
Other, net | 13,614 | (22,160) | |
Net cash provided by operating activities | 120,578 | 65,783 | |
Investing activities: | |||
Capital expenditures | (26,314) | (15,284) | |
Divestiture of business | 42,631 | 0 | |
Acquisition of businesses, net of cash acquired | (3,350) | (19,606) | |
Proceeds from sale of assets held for sale | 0 | 3,024 | |
Other, net | 1,475 | 74 | |
Net cash provided by (used in) investing activities | 14,442 | (31,792) | |
Financing activities: | |||
Borrowings under credit facility | 309,000 | 0 | |
Repayments under credit facility | (394,000) | 0 | |
Repayments of short-term debt | (5,850) | (4,200) | |
Repayments of long-term debt | (1,217) | (639,850) | |
Issuance of long-term debt | 426,217 | 498,750 | |
Payment for debt financing costs and fees | (5,801) | (4,375) | |
Issuance of common stock | 10,874 | 12,069 | |
Repurchase of common stock | (410,157) | 0 | |
Other, net | (114) | (15) | |
Net cash used for financing activities | (71,048) | (137,621) | |
Effects of foreign exchange rate changes on cash and cash equivalents | (171) | (449) | |
Increase (decrease) in cash and cash equivalents | 63,801 | (104,079) | |
Cash and cash equivalents at beginning of period | 45,718 | 200,279 | |
Cash and cash equivalents at end of period | 109,519 | 96,200 | |
Supplementary Cash Flow information | |||
Capital expenditures, not yet paid | $ 363 | $ 90 | |
[1] | Adjusted due to the adoption of ASU 2017-07, Compensation - Retirement Benefits (Topic 715): Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost. See Note 1, ''Basis of Presentation and Summary of Significant Accounting Policies'' for additional information. |
Condensed Consolidated Stateme7
Condensed Consolidated Statement of Shareholders' Equity (Unaudited) - USD ($) shares in Thousands, $ in Thousands | Total | Common Stock | Treasury Stock | Additional Paid-in Capital | Accumulated Deficit | Accumulated Other Comprehensive Income (Loss) |
Balance at beginning of period (in shares) at Sep. 25, 2015 | 62,453 | |||||
Balance at beginning of period at Sep. 25, 2015 | $ 156,277 | $ 626 | $ (2,580) | $ 352,505 | $ (173,241) | $ (21,033) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net income | 58,796 | 58,796 | ||||
Other comprehensive (loss) income | (4,917) | (4,917) | ||||
Modification of liability award to equity-based compensation | 43,870 | 43,870 | ||||
Stock-based compensation | 1,865 | 1,865 | ||||
Issuance of common stock (in shares) | 5 | |||||
Issuance of common stock | 52 | 52 | ||||
Balance at end of period (in shares) at Sep. 30, 2016 | 62,458 | |||||
Balance at end of period at Sep. 30, 2016 | 257,246 | $ 626 | (2,580) | 398,292 | (113,142) | (25,950) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Cumulative effect adjustment for a change in accounting principle | 1,303 | 1,303 | ||||
Net income | 84,639 | 84,639 | ||||
Other comprehensive (loss) income | 7,968 | 7,968 | ||||
Stock-based compensation | 12,788 | 12,788 | ||||
Issuance of common stock (in shares) | 1,628 | |||||
Issuance of common stock | 12,168 | $ 16 | 12,152 | |||
Repurchase of common stock (in shares) | (781) | |||||
Repurchase of common stock | (13,938) | $ (8) | (13,930) | |||
Balance at end of period (in shares) at Sep. 30, 2017 | 63,305 | |||||
Balance at end of period at Sep. 30, 2017 | 360,871 | $ 634 | (2,580) | 423,232 | (42,433) | (17,982) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net income | 103,946 | 103,946 | ||||
Other comprehensive (loss) income | (1,599) | (1,599) | ||||
Stock-based compensation | 9,828 | $ 0 | 9,828 | |||
Issuance of common stock (in shares) | 14,844 | |||||
Issuance of common stock | 10,874 | $ 16 | 10,858 | |||
Repurchase of common stock (in shares) | (32,177) | |||||
Repurchase of common stock | (410,157) | $ (189) | (409,968) | |||
Balance at end of period (in shares) at Jun. 29, 2018 | 45,972 | |||||
Balance at end of period at Jun. 29, 2018 | $ 73,763 | $ 461 | $ (2,580) | $ 443,918 | $ (348,455) | $ (19,581) |
Basis of Presentation and Summa
Basis of Presentation and Summary of Significant Accounting Policies | 9 Months Ended |
Jun. 29, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation and Summary of Significant Accounting Policies | 1. BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation Organization and Ownership Structure — Atkore International Group Inc. (the "Company" or "Atkore") is a leading manufacturer of Electrical Raceway products primarily for the non-residential construction and renovation markets and Mechanical Products & Solutions (" MP&S ") for the construction and industrial markets. Electrical Raceway products form the critical infrastructure that enables the deployment, isolation and protection of a structure's electrical circuitry from the original power source to the final outlet. MP&S frame, support and secure component parts in a broad range of structures, equipment and systems in electrical, industrial and construction applications. Atkore was incorporated in the State of Delaware on November 4, 2010. Atkore is the sole stockholder of Atkore International Holdings Inc. ("AIH"), which in turn is the sole stockholder of Atkore International, Inc. ("AII"). Basis of Presentation — The accompanying unaudited condensed consolidated financial statements of the Company included herein have been prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP"). These unaudited condensed consolidated financial statements have been prepared in accordance with the Company's accounting policies and on the same basis as those financial statements included in the Company's latest Annual Report on Form 10-K for the year ended September 30, 2017 filed with the U.S. Securities and Exchange Commission (the "SEC") on November 29, 2017 , and should be read in conjunction with those consolidated financial statements and the notes thereto. Certain information and disclosures normally included in the Company's annual financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to the rules and regulations of the SEC. The unaudited condensed consolidated financial statements include the assets and liabilities used in operating the Company's business. All intercompany balances and transactions have been eliminated in consolidation. The results of companies acquired or disposed of are included in the unaudited condensed consolidated financial statements from the effective date of acquisition or up to the date of disposal. These statements include all adjustments (consisting of normal recurring adjustments) that the Company considered necessary to present a fair statement of its results of operations, financial position and cash flows. The results reported in these unaudited condensed consolidated financial statements should not be regarded as necessarily indicative of results that may be expected for the entire year. Fiscal Periods — The Company has a fiscal year that ends on September 30. It is the Company's practice to establish quarterly closings using a 4-5-4 calendar. The Company's fiscal quarters end on the last Friday in December, March and June. Use of Estimates — The preparation of the condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclose contingent assets and liabilities at the date of the condensed consolidated financial statements and report the associated amounts of revenues and expenses. Actual results could differ materially from these estimates. Summary of Significant Accounting Policies Fair Value Measurements — Authoritative guidance for fair value measurements establishes a three-level hierarchy that ranks the quality and reliability of information used in developing fair value estimates. The hierarchy gives the highest priority to quoted prices in active markets and the lowest priority to unobservable data. In cases where two or more levels of inputs are used to determine fair value, a financial instrument’s level is determined based on the lowest level input that is considered significant to the fair value measurement in its entirety. The three levels of the fair value hierarchy are summarized as follows: Level 1 — inputs are based upon quoted prices (unadjusted) in active markets for identical assets or liabilities that are accessible as of the measurement date. Level 2 — inputs are based upon quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, and model-derived valuations for the asset or liability that are derived principally from or corroborated by market data for which the primary inputs are observable, including forward interest rates, yield curves, credit risk and exchange rates. Level 3 — inputs for the valuations are unobservable and are based on management’s estimates of assumptions that market participants would use in pricing the asset or liability. The fair values are therefore determined using model-based techniques such as option pricing models and discounted cash flow models. See Note 14, ''Fair Value Measurements'' for further detail. Recent Accounting Pronouncements A summary of recently adopted accounting guidance are as follows. Adoption dates are on the first day of the fiscal year indicated below, unless otherwise specified. ASU Description of ASU Impact to Atkore Note Adoption Date 2017-07 Compensation - Retirement Benefits (Topic 715): Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost The ASU requires an entity to report the service cost component of pension cost and postretirement benefit cost as compensation expense during the employee's service period. The other components of net periodic pension benefit costs will be presented outside a subtotal of income from operations. Prior to the adoption of ASU 2017-07, pension costs were reported as cost of sales and selling, general and administrative expenses on the Company's condensed consolidated statements of income. As a result of the early adoption of ASU 2017-07, the Company reclassified a net credit of $376 and $1,128 from operating income to other income, net on the condensed consolidated statements of operations for the three and nine months ended June 30, 2017, respectively. 4 2018 2017-09 Compensation - Stock Compensation (Topic 718): Scope of Modification Accounting The ASU does not require an entity to apply modification accounting if the fair value, vesting conditions and classification of the awards do not change. No material impact on the consolidated financial statements. 2018 A summary of accounting guidance not yet adopted are as follows. Effective dates are on the first day of the fiscal year indicated below, unless otherwise specified. ASU Description of ASU Impact to Atkore Effective Date ASU 2018-02 Income Statement - Reporting Comprehensive Income (Topic 220): Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income The ASU provided entities the option to reclassify tax effects stranded in accumulated other comprehensive income as a result of the Tax Cuts and Jobs Act to retained earnings. Under evaluation. 2020 2014-09 Revenue from Contracts with Customers The ASU provides guidance for revenue recognition. The update's core principle is that a company will recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. In doing so, companies will need to use more judgment and make more estimates than under current guidance. Examples of the use of judgments and estimates may include identifying performance obligations in the contract, estimating the amount of variable consideration to include in the transaction price and allocating the transaction price to each separate performance obligation. The update also requires more detailed disclosures to enable users of financial statements to understand the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers. The update provides for two transition methods to the new guidance: a full retrospective approach and a modified retrospective approach. The Company will adopt the guidance in the first quarter of 2019 using the modified retrospective method. Based on the reviews and assessments performed to date, the Company expects the pattern of revenue recognition for substantially all of its businesses to be unchanged. The Company anticipates an immaterial impact to retained earnings upon adoption. 2019 2016-02 Leases (Topic 842) The ASU requires companies to use a "right of use" lease model that assumes that each lease creates an asset (the lessee's right to use the leased asset) and a liability (the future rent payment obligations), which should be reflected on a lessee's balance sheet to fairly represent the lease transaction and the lessee's related financial obligations with terms of more than 12 months. The Company will adopt the new lease guidance in the first quarter of fiscal 2020. The Company has established an implementation team and is currently evaluating the impact of adoption of this ASU on its consolidated financial statements. 2020 |
Acquisitions
Acquisitions | 9 Months Ended |
Jun. 29, 2018 | |
Business Combinations [Abstract] | |
Acquisitions | 2. ACQUISITIONS From time to time, the Company enters into strategic acquisitions in an effort to better service existing customers and to attain new customers. On January 8, 2018, the Company acquired the assets of Communications Integrators, Inc. ("Cii"), a manufacturer of modular, prefabricated power, voice and data distribution systems located in Tempe, Arizona for a total purchase price, including contingent consideration, of $3,997 . The Company acquired all of the outstanding stock of Calpipe Industries, LLC ("Calpipe") on September 29, 2017 and Flexicon Limited ("Flexicon") on September 1, 2017. The Company incurred approximately $0 and $558 for acquisition-related expenses for Calpipe which were recorded as a component of selling, general and administrative expenses for the three and nine months ended June 29, 2018 . On May 18, 2017, Unistrut, Ltd, a wholly-owned indirect subsidiary of the Company acquired all of the outstanding stock of Marco Cable Management. The purchase price was allocated to tangible and intangible assets acquired and liabilities assumed, based on their fair values. The following table summarizes the Level 3 fair values assigned to the net assets acquired and liabilities assumed as of the acquisition date for fiscal 2017: (in thousands) Calpipe Other Total Fair value of consideration transferred: Cash consideration $ 110,155 $ 87,649 $ 197,804 Working capital adjustment 120 — 120 Purchase price payable 2,278 — 2,278 Settlement of pre-existing relationship (382 ) — (382 ) Total consideration transferred 112,171 87,649 199,820 Fair value of assets acquired and liabilities assumed: Cash 5,051 8,830 13,881 Accounts receivable 10,369 7,589 17,958 Inventories 18,360 7,221 25,581 Intangible assets 54,860 40,100 94,960 Fixed assets 3,245 11,242 14,487 Accounts payable (1,601 ) (1,550 ) (3,151 ) Other (8,263 ) (11,485 ) (19,748 ) Net assets acquired 82,021 61,947 143,968 Excess purchase price attributed to goodwill acquired $ 30,150 $ 25,702 $ 55,852 The following table summarizes the fair value of intangible assets as of the acquisition dates: Calpipe Other ($ in thousands) Fair Value Weighted Average Useful Life (Years) Fair Value Weighted Average Useful Life (Years) Customer relationships $ 50,680 9.9 $ 37,341 10.0 Other 4,180 8.4 2,759 8.0 Total intangible assets $ 54,860 9.9 $ 40,100 9.9 The purchase price allocation, intangible asset values and related estimates of useful lives for Flexicon, Calpipe and Cii are preliminary, as the Company is finalizing its fair value estimates of intangible assets, fixed assets and working capital items. The following table presents unaudited pro forma results of operations for the three and nine months ended June 30, 2017 as if the Calpipe acquisition had occurred as of the first day of fiscal 2017: Three months ended Nine months ended (in thousands) June 30, 2017 June 30, 2017 Pro forma net sales $ 415,047 $ 1,160,032 Pro forma net income 27,597 64,178 |
Divestitures
Divestitures | 9 Months Ended |
Jun. 29, 2018 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Divestitures | 3. DIVESTITURES On March 30, 2018, the Company sold the assets of FlexHead Industries, Inc. and SprinkFLEX, LLC (together "Flexhead") . The Flexhead businesses manufacture commercial flexible sprinkler head connection products for use in a variety of markets, including for industrial, commercial, cold storage, institutional and clean room applications. The cash consideration received, net assets disposed and resulting gain on sale are as follows: (in thousands) Flexhead Cash consideration $ 42,631 Net assets divested 15,056 Gain on sale of a business $ 27,575 Gain on sale of a business includes a working capital adjustment of $838 for the three months ended June 29, 2018. Net assets divested included $2,626 of goodwill. |
Postretirement Benefits
Postretirement Benefits | 9 Months Ended |
Jun. 29, 2018 | |
Retirement Benefits [Abstract] | |
Postretirement Benefits | 4. POSTRETIREMENT BENEFITS The Company provides pension benefits through a number of noncontributory and contributory defined benefit retirement plans covering eligible U.S. employees. As of September 30, 2017, all defined pension benefit plans were frozen, whereby participants no longer accrue credited service. The net periodic benefit cost was as follows: Three months ended Nine months ended (in thousands) Note June 29, 2018 June 30, 2017 June 29, 2018 June 30, 2017 Service cost $ — $ 512 $ — $ 1,536 Interest cost 1,025 948 3,074 2,845 Expected return on plan assets (1,604 ) (1,650 ) (4,811 ) (4,950 ) Amortization of actuarial loss 86 326 257 977 Net periodic benefit (credit) cost 6 $ (493 ) $ 136 $ (1,480 ) $ 408 During fiscal 2018, the Company adopted ASU 2017-07 Compensation - Retirement Benefits (Topic 715): Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost. As a result, service costs are included as a component of cost of sales and selling, general and administrative expenses on the Company's condensed consolidated statements of operations . All other components of net periodic benefit costs are included as a component of other income, net on the Company's condensed consolidated statements of operations . Certain prior year amounts have been reclassified to conform to the current year presentation in our condensed consolidated financial statements. Prior to the adoption of ASU 2017-07, pension costs were reported as cost of sales and selling, general and administrative expenses on the Company's condensed consolidated statements of income. As a result of the early adoption of ASU 2017-07, the Company reclassified a net credit of $376 and $1,128 from operating income to other income, net on the condensed consolidated statements of operations for the three and nine months ended June 30, 2017, respectively. |
Restructuring Charges
Restructuring Charges | 9 Months Ended |
Jun. 29, 2018 | |
Restructuring and Related Activities [Abstract] | |
Restructuring Charges | 5. RESTRUCTURING CHARGES The liability for restructuring reserves is included within other current liabilities in the Company's condensed consolidated balance sheets as follows: Electrical Raceway MP&S Other/Corporate (in thousands) Severance Other (a) Severance Other (a) Severance Total Balance as of September 30, 2016 $ 841 $ — $ — $ 539 $ — $ 1,380 Charges 527 439 422 63 71 1,522 Utilization (917 ) (209 ) (166 ) (556 ) (71 ) (1,919 ) Reversal — (230 ) — (36 ) — (266 ) Exchange rate effects (2 ) — 22 — — 20 Balance as of September 30, 2017 449 — 278 10 — 737 Charges 322 741 97 178 98 1,436 Utilization (785 ) (681 ) (178 ) (158 ) (98 ) (1,900 ) Reversal — — (191 ) — — (191 ) Exchange rate effects 14 — (6 ) — — 8 Balance as of June 29, 2018 $ — $ 60 $ — $ 30 $ — $ 90 (a) Primarily related to Atkore's commitment to close certain facilities as part of the Company's continuing effort to streamline its manufacturing footprint. The Company recorded restructuring charges to close facilities of $ 600 for the nine months ending June 29, 2018 and $ 298 for the year ending September 30, 2017. The Company does not anticipate incurring significant future charges under these facility closures. The Company expects to utilize all restructuring accruals as of June 29, 2018 within the next twelve months. The net restructuring charges included as a component of selling, general and administrative expenses in the Company's condensed consolidated statements of operations were as follows: Three months ended Nine months ended (in thousands) June 29, 2018 June 30, 2017 June 29, 2018 June 30, 2017 Total restructuring charges (credits), net $ 407 $ (101 ) $ 1,245 $ 700 |
Other Income, Net
Other Income, Net | 9 Months Ended |
Jun. 29, 2018 | |
Other Income and Expenses [Abstract] | |
Other Income, Net | 6. OTHER INCOME, NET Other income, net consisted of the following: Three months ended Nine months ended (in thousands) June 29, 2018 June 30, 2017 As Adjusted* June 29, 2018 June 30, 2017 As Adjusted* Gain on sale of a business $ (838 ) $ — $ (27,575 ) $ — Gain on sale of joint venture — — — (5,774 ) Undesignated foreign currency derivative instruments (3,757 ) 243 (22 ) 243 Foreign exchange gain (loss) on intercompany loans 3,374 (126 ) 795 (126 ) Debt modification costs — — 892 — Pension-related benefits (493 ) (376 ) (1,480 ) (1,128 ) Other (126 ) — (126 ) — Other income, net $ (1,840 ) $ (259 ) $ (27,516 ) $ (6,785 ) * Adjusted due to the adoption of ASU 2017-07 as of October 1, 2017. See Note 1, ''Basis of Presentation and Summary of Significant Accounting Policies'' for additional information. |
Income Taxes
Income Taxes | 9 Months Ended |
Jun. 29, 2018 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 7. INCOME TAXES On December 22, 2017, " H.R.1 ," also known as the "Tax Cuts and Jobs Act," was signed into law. H.R.1 provides for significant changes to corporate taxation including, but not limited to, a reduction of the federal corporate tax rate from 35% to 21% , limitations on the deductibility of interest expense and executive compensation, full expensing of the costs of qualified property in the period of acquisition and the elimination of the domestic production activities deduction. The legislation also adopts a new quasi-territorial tax regime and imposes a one-time transition tax on deemed repatriated earnings of certain foreign subsidiaries. The Company has estimated the impact of the new legislation on its financial position based on information currently available and will continue to assess the impact as the year progresses and additional guidance is received. As a fiscal year filer, the Company will have a blended federal statutory rate of 24.5% for fiscal year 2018, in accordance with rules described in Section 15 of the Internal Revenue Code, and a federal statutory rate of 21.0% for fiscal year 2019 and following years. The value of the Company’s net deferred tax liability on the balance sheet decreased as a result of the newly enacted tax rates creating a tax benefit to the Company; the preliminary analysis of the impact as of the third quarter of fiscal year 2018 is an estimated decrease to the net deferred tax liability of $5,533 . The Company has an accumulated earnings and profit deficit in the foreign jurisdictions in which it operates. As a result, it does not anticipate an income tax liability from the one-time transition tax on the deemed repatriation of its foreign earnings. The tax impact of the new legislation was based on the Company's best estimate. The provisional amounts incorporate assumptions made based upon the Company's current interpretation of H.R.1 and may change as the Company receives additional clarification and implementation guidance. Further adjustments to the provisional amount will be included in income from continuing operations as an adjustment to income tax expense on the Company's consolidated statements of operations through the first quarter of fiscal 2019. For the three months ended June 29, 2018 and June 30, 2017 , the Company's effective tax rate attributable to income before income taxes was 23.2% and 29.4% , respectively. For the three months ended June 29, 2018 and June 30, 2017 , the Company's income tax expense was $10,352 and $11,431 , respectively. The decrease in the effective tax rate was primarily due to the enactment of new tax legislation, H.R.1. on December 22, 2017, which reduced the federal statutory rate from 35.0% to 21.0% . As a fiscal year filer, the Company will have a blended federal statutory rate of 24.5% for fiscal year 2018, in accordance with rules described in Section 15 of the Internal Revenue Code, and a federal statutory rate of 21.0% for fiscal year 2019 and following years. For the nine months ended June 29, 2018 and June 30, 2017 , the Company's effective tax rate attributable to income before income taxes was 21.4% and 31.5% , respectively. For the nine months ended June 29, 2018 and June 30, 2017 , the Company's income tax expense was $28,260 and $29,313 respectively. The decrease in the effective tax rate was primarily due to the tax rate reduction together with the tax benefit of the revaluation of the Company's deferred tax liabilities as a result of the enactment of H.R.1 . The Company has recorded a valuation allowance against net operating losses in certain foreign jurisdictions. A valuation allowance is recorded when it is determined to be more likely than not that deferred tax assets will not be fully realized in the foreseeable future. The realization of deferred tax assets is dependent upon whether the Company can generate future taxable income of appropriate character in the relevant jurisdiction to utilize the assets. The amount of the deferred tax assets considered realizable is subject to adjustment in future periods. The Company recognizes the benefits of uncertain tax positions taken or expected to be taken in tax returns in the provision for income taxes only for those positions that it has determined are more likely than not to be realized upon examination. The Company records interest and penalties related to unrecognized tax benefits as a component of income tax expense. During the three and nine months ended June 29, 2018 , the balance of unrecognized tax benefits decreased by $0 and $227 , respectively, due to a payment upon the resolution of a state audit item. The Company is fully indemnified by its former parent for uncertain tax positions taken prior to December 22, 2010. For the nine months ended June 29, 2018 , the Company made no additional provision for U.S. or non-U.S. income taxes for unrecognized deferred tax liabilities for temporary differences related to basis differences in investments in subsidiaries, as the investments are essentially permanent in duration. |
Earnings Per Share
Earnings Per Share | 9 Months Ended |
Jun. 29, 2018 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | 8. EARNINGS PER SHARE The Company calculates basic and diluted earnings per common share using the two-class method. Under the two-class method, net earnings are allocated to each class of common stock and participating securities as if all of the net earnings for the period had been distributed. The Company's participating securities consist of share-based payment awards that contain a non-forfeitable right to receive dividends and therefore are considered to participate in undistributed earnings with common stockholders. Basic earnings per common share excludes dilution and is calculated by dividing the net earnings allocable to common stock by the weighted-average number of common stock outstanding for the period. Diluted earnings per common share is calculated by dividing net earnings allocated to common stock by the weighted-average number of shares outstanding for the period, as adjusted for the potential dilutive effect of non-participating share-based awards. Prior to the three months ended June 29, 2018, the Company calculated earnings per share by applying the treasury stock method as net income allocated to participating securities was not significant. The following table sets forth the computation of basic and diluted earnings per share: Three months ended Nine months ended (in thousands, except per share data) June 29, 2018 June 30, 2017 June 29, 2018 June 30, 2017 Numerator: Net income $ 34,199 $ 27,465 $ 103,946 $ 63,782 Less: Undistributed earnings allocated to participating securities 422 89 1,048 161 Net income available to common shareholders $ 33,777 $ 27,376 $ 102,898 $ 63,621 Denominator: Basic weighted average common shares outstanding 46,262 63,817 53,592 63,239 Effect of dilutive securities: Non-participating employee stock options (1) 2,150 3,073 2,423 3,346 Diluted weighted average common shares outstanding 48,412 66,890 56,015 66,585 Basic earnings per share $ 0.73 $ 0.43 $ 1.92 $ 1.01 Diluted earnings per share $ 0.70 $ 0.41 $ 1.84 $ 0.96 (1) Stock options to purchase approximately 0.4 million and 0.4 million shares of common stock were outstanding during the three and nine months ended June 29, 2018, respectively, but were not included in the calculation of diluted earnings per share as the impact of these options would have been anti-dilutive. Stock options to purchase approximately 2.2 million and 0.2 million shares of common stock were outstanding during the three and nine months ended June 30, 2017, respectively, but were not included in the calculation of diluted earnings per share as the impact of these options would have been anti-dilutive. |
Accumulated Other Comprehensive
Accumulated Other Comprehensive Loss | 9 Months Ended |
Jun. 29, 2018 | |
Equity [Abstract] | |
Accumulated Other Comprehensive Loss | 9. ACCUMULATED OTHER COMPREHENSIVE LOSS The following table presents the changes in accumulated other comprehensive loss by component, net of tax: (in thousands) Defined benefit pension items Currency translation adjustments Total Balance as of September 30, 2017 $ (10,445 ) $ (7,537 ) $ (17,982 ) Other comprehensive income before reclassifications — (1,793 ) (1,793 ) Amounts reclassified from accumulated other comprehensive loss 194 — 194 Net current period other comprehensive (loss) income 194 (1,793 ) (1,599 ) Balance as of June 29, 2018 $ (10,251 ) $ (9,330 ) $ (19,581 ) |
Inventories, Net
Inventories, Net | 9 Months Ended |
Jun. 29, 2018 | |
Inventory Disclosure [Abstract] | |
Inventories, Net | 10. INVENTORIES, NET A majority of the Company's inventories are recorded at the lower of cost (primarily last in, first out, or "LIFO") or market. Approximately 81% and 75% of the Company's inventories were valued at the lower of LIFO cost or market at June 29, 2018 and September 30, 2017 , respectively. Interim LIFO determinations, including those at June 29, 2018 , are based on management's estimates of future inventory levels and costs for the remainder of the current fiscal year. (in thousands) June 29, 2018 September 30, 2017 Purchased materials and manufactured parts, net $ 50,601 $ 49,168 Work in process, net 21,452 17,598 Finished goods, net 135,482 133,237 Inventories, net $ 207,535 $ 200,003 Total inventories would be $26,653 and $4,915 higher than reported as of June 29, 2018 and September 30, 2017 , respectively, if the first-in, first-out method was used for all inventories. As of June 29, 2018 and September 30, 2017 , the excess and obsolete inventory reserve was $8,118 and $8,432 , respectively. |
Property, Plant and Equipment
Property, Plant and Equipment | 9 Months Ended |
Jun. 29, 2018 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment | 11. PROPERTY, PLANT AND EQUIPMENT As of June 29, 2018 and September 30, 2017 , property, plant and equipment at cost and accumulated depreciation were as follows: (in thousands) June 29, 2018 September 30, 2017 Land $ 13,295 $ 13,296 Buildings and related improvements 107,581 105,154 Machinery and equipment 275,630 263,575 Leasehold improvements 7,150 6,744 Construction in progress 26,868 16,160 Property, plant and equipment 430,524 404,929 Accumulated depreciation (217,939 ) (196,310 ) Property, plant and equipment, net $ 212,585 $ 208,619 Depreciation expense for the three months ended June 29, 2018 and June 30, 2017 totaled $8,498 and $7,795 , respectively. Depreciation expense for the nine months ended June 29, 2018 and June 30, 2017 totaled $25,109 and $23,614 , respectively. |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 9 Months Ended |
Jun. 29, 2018 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets | 12. GOODWILL AND INTANGIBLE ASSETS Changes in the carrying amount of goodwill are as follows: (in thousands) Electrical Raceway Mechanical Products & Solutions Total Balance as of October 1, 2017 $ 108,527 $ 39,189 $ 147,716 Goodwill divested during year — (2,626 ) (2,626 ) Goodwill acquired during year 827 — 827 Purchase price adjustments 24,376 — 24,376 Exchange rate effects 47 — 47 Balance as of June 29, 2018 $ 133,777 $ 36,563 $ 170,340 Goodwill balances as of October 1, 2017 and June 29, 2018 include $3,924 and $43,000 of accumulated impairment losses within the Electrical Raceway and MP&S segments, respectively. The Company assesses the recoverability of goodwill and indefinite-lived trade names on an annual basis in accordance with Accounting Standards Codification 350, "Intangibles - Goodwill and Other." The measurement date is the first day of the fourth fiscal quarter, or more frequently, if events or circumstances indicate that it is more likely than not that the fair value of a reporting unit or the respective indefinite-lived trade name is less than the carrying value. During the nine months ended June 29, 2018 , the Company sold the assets of Flexhead, which represented a portion of a reporting unit. The Company allocated the goodwill of the reporting unit to Flexhead using a relative fair value approach. The sale represented a triggering event and required the Company to perform a goodwill impairment test for the related reporting unit. The results of the test did not indicate an impairment. The following table provides the gross carrying value, accumulated amortization and net carrying value for each major class of intangible assets: June 29, 2018 September 30, 2017 ($ in thousands) Weighted Average Useful Life (Years) Gross Carrying Value Accumulated Amortization Net Carrying Value Gross Carrying Value Accumulated Amortization Net Carrying Value Amortizable intangible assets: Customer relationships 11 $ 330,879 $ (133,833 ) $ 197,046 $ 350,129 $ (118,273 ) $ 231,856 Other 8 16,003 (5,523 ) 10,480 27,819 (9,266 ) 18,553 Total 346,882 (139,356 ) 207,526 377,948 (127,539 ) 250,409 Indefinite-lived intangible assets: Trade names 92,880 — 92,880 93,880 — 93,880 Total $ 439,762 $ (139,356 ) $ 300,406 $ 471,828 $ (127,539 ) $ 344,289 Other intangible assets consist of definite-lived trade names, technology, non-compete agreements and backlogs. Amortization expense for the three months ended June 29, 2018 and June 30, 2017 was $7,694 and $5,546 , respectively. Amortization expense for the nine months ended June 29, 2018 and June 30, 2017 was $24,146 and $16,628 , respectively. Expected amortization expense for intangible assets for the remainder of fiscal 2018 and over the next five years and thereafter is as follows: (in thousands) Remaining 2018 $ 7,505 2019 29,819 2020 29,260 2021 28,414 2022 28,325 2023 28,205 Thereafter 55,998 Actual amounts of amortization may differ from estimated amounts due to additional intangible asset acquisitions, impairment of intangible assets and other events. |
Debt
Debt | 9 Months Ended |
Jun. 29, 2018 | |
Debt Disclosure [Abstract] | |
Debt | 13. DEBT Debt as of June 29, 2018 and September 30, 2017 was as follows: (in thousands) June 29, 2018 September 30, 2017 First Lien Term Loan Facility due December 22, 2023 $ 914,418 $ 495,134 ABL Credit Facility — 85,000 Deferred financing costs (8,598 ) (4,496 ) Other 319 440 Total debt $ 906,139 $ 576,078 Less: Current portion 7,630 4,215 Long-term debt $ 898,509 $ 571,863 The asset based credit facility ("ABL Credit Facility") has aggregate commitments of $325,000 and is guaranteed by AIH and the U.S. operating companies owned by AII. AII's availability under the ABL Credit Facility was $286,159 and $172,994 as of June 29, 2018 and September 30, 2017 , respectively. On February 2, 2018 , AII entered into the (i) First Amendment to Amended and Restated First Lien Credit Agreement, by and among AII, Deutsche Bank AG New York Branch, as administrative agent and collateral agent, and the other financial institutions party thereto to, among other things, decrease the interest margins applicable to the ABR Loans and Eurodollar Loans to LIBOR plus 2.75% , and (ii) Increase Supplement (the "Increase Supplement") to, among other things, incur incremental first lien secured term loans in aggregate principal amount of $425.0 million . The Company used the proceeds from the Increase Supplement to 1) repurchase approximately 17.2 million shares of common stock from CD&R Allied Holdings, L.P. ("the CD&R Investor") for a total purchase price of approximately $375 million , 2) repay $42.0 million of outstanding loans under the ABL Credit Facility and 3) pay $5.8 million in related fees and expenses. The revisions to the First Lien Term Loan were accounted for as a debt modification, resulting in immediate expensing of related financing costs of $892 within other income, net on the condensed consolidated statements of operations for the nine months ended June 29, 2018 . |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Jun. 29, 2018 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | 14. FAIR VALUE MEASUREMENTS Certain assets and liabilities are required to be recorded at fair value on a recurring basis. The Company uses forward currency contracts to hedge the effects of foreign exchange relating to certain of the Company’s intercompany receivables denominated in a foreign currency. These derivative instruments are not formally designated as hedges by the Company and the terms of these instruments range from six months to five years. Short-term forward currency contracts are recorded in other current liabilities and long-term forward currency contracts are recorded in other long-term liabilities in the condensed consolidated balance sheet. The fair value gains and losses are included in other income, net within the condensed consolidated statements of operations . See Note 6, ''Other Income, net'' for further detail. The total notional amount of undesignated forward currency contracts were £ 48.3 million and £ 52.6 million as of June 29, 2018 and September 30, 2017 , respectively. Cash flows associated with derivative financial instruments are recognized in the operating section of the condensed consolidated statements of cash flows . The fair value of forward currency contracts is calculated by reference to current forward exchange rates for contracts with similar maturity profiles. The following table presents the Company's assets and liabilities measured at fair value: June 29, 2018 September 30, 2017 (in thousands) Level 1 Level 2 Level 3 Level 1 Level 2 Level 3 Assets Cash equivalents $ 79,132 $ — $ — $ 571 $ — $ — Liabilities Forward currency contracts — 2,612 — — 2,936 — The Company's remaining financial instruments consist primarily of cash, accounts receivable and accounts payable whose carrying value approximate their fair value due to their short-term nature. The estimated fair value of financial instruments not carried at fair value in the condensed consolidated balance sheets were as follows: June 29, 2018 September 30, 2017 (in thousands) Carrying Value Fair Value Carrying Value Fair Value First Lien Term Loan Facility due December 22, 2023 $ 915,400 $ 914,027 $ 496,250 $ 498,979 In determining the approximate fair value of its long-term debt, the Company used the trading value among financial institutions, which were classified within Level 2 of the fair value hierarchy. The carrying value of the ABL Credit Facility approximates fair value due to it being a market-linked variable rate debt. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Jun. 29, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 15. COMMITMENTS AND CONTINGENCIES The Company has obligations related to commitments to purchase certain goods. As of June 29, 2018 , such obligations were $145,899 for the rest of fiscal year 2018 and $2,601 for fiscal year 2019 . These amounts represent open purchase orders for materials used in production. Legal Contingencies — The Company is a defendant in a number of pending legal proceedings, some of which were inherited from its former parent, Tyco International Ltd., including certain product liability claims. Several lawsuits have been filed against the Company and the Company has also received other claim demand letters alleging that the Company's anti-microbial coated steel sprinkler pipe, which the Company has not manufactured or sold for several years, is incompatible with chlorinated polyvinyl chloride and caused stress cracking in such pipe manufactured by third parties when installed together in the same sprinkler system, which the Company refers to collectively as the " Special Products Claims ." After an analysis of claims experience, the Company reserved its best estimate of the probable and reasonably estimable losses related to these matters. The Company's total product liability reserves for Special Products Claims and other product liability matters were $4,763 and $5,872 as of June 29, 2018 and September 30, 2017 , respectively. As of June 29, 2018 , the Company believes that the range of losses for Special Products Claims and other product liabilities is between $3,000 and $10,000 . At this time, the Company does not expect the outcome of the Special Products Claims proceedings, either individually or in the aggregate, to have a material adverse effect on its business, financial condition, results of operations or cash flows , and the Company believes that its reserves are adequate for all claims, including for Special Products Claims contingencies. However, it is possible that additional reserves could be required in the future that could have a material adverse effect on the Company's business, financial condition, results of operations or cash flows . This additional loss or range of losses cannot be recorded at this time, as it is not reasonably estimable. During fiscal 2017, the U.S. Department of Commerce ruled on a scope request in relation to an Antidumping Duty Order for Malleable Iron Pipe Fittings from China. The ruling subjects certain of the Company's imports of conduit fittings within the Atkore Steel Components Inc. (ASCI) business (acquired in November 2014) to antidumping duties, which are incremental to the duties previously paid upon importation. The Company appealed the scope decision and established an accrual of $7,501 during second quarter of fiscal 2017 for the related contingent liability with the related expense recorded in selling, general and administrative expenses in the Company's condensed consolidated statements of operations which covers the post-acquisition period through the date of the scope ruling. On appeal, the Court of International Trade ordered the Department of Commerce to re-examine certain aspects of its prior scope ruling, and after doing so, the Department filed an amended scope ruling for the Court’s consideration. The amended scope ruling finds the ASCI products, at issue in the matter, outside the scope of the aforesaid Antidumping Duty Order. On August 3, 2018, the Court sustained Commerce’s new scope determination and entered judgment thereupon. As Commerce implements this new ruling with instructions to its offices at various ports, the Company will seek to recover certain anti-dumping duties. Commerce has a 60-day period to appeal the Court’s decision. The Company will review related accruals and adjust as deemed appropriate subject to the outcome of the appeal process. In addition to the matters discussed above, from time to time, the Company is subject to a number of disputes, administrative proceedings and other claims arising out of the ordinary conduct of the Company's business. These matters generally relate to disputes arising out of the use or installation of the Company's products, product liability litigation, contract disputes, patent infringement accusations, employment matters, personal injury claims and similar matters. On the basis of information currently available to the Company, it does not believe that existing proceedings and claims will have a material adverse effect on its business, financial condition, results of operations or cash flows . However, litigation is unpredictable, and the Company could incur judgments or enter into settlements for current or future claims that could adversely affect its business, financial condition, results of operations or cash flows . |
Guarantees
Guarantees | 9 Months Ended |
Jun. 29, 2018 | |
Guarantees [Abstract] | |
Guarantees | 16. GUARANTEES The Company had outstanding letters of credit totaling $9,881 supporting workers' compensation and general liability insurance policies as of June 29, 2018 . The Company also had surety bonds primarily related to performance guarantees on supply agreements and construction contracts, and payment of duties and taxes totaling $27,543 as of June 29, 2018 . In disposing of assets or businesses, the Company often provides representations, warranties and indemnities to cover various risks including unknown damage to the assets, environmental risks involved in the sale of real estate, liability to investigate and remediate environmental contamination at waste disposal sites and manufacturing facilities, and unidentified tax liabilities and legal fees related to periods prior to disposition. The Company does not have the ability to estimate the potential liability from such indemnities because they relate to unknown conditions. However, the Company has no reason to believe that these uncertainties would have a material adverse effect on the Company's business, financial condition, results of operations or cash flows . In the normal course of business, the Company is liable for product performance and contract completion. In the opinion of management, such obligations will not have a material adverse effect on the Company's business, financial condition, results of operations or cash flows . |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Jun. 29, 2018 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 17. RELATED PARTY TRANSACTIONS On January 22, 2018, the Company announced a stock repurchase transaction whereby the Company agreed to repurchase from the CD&R Investor, a related party, approximately 17.2 million shares of the Company's common stock, par value $0.01 per share, at a per share price equal to $21.77 , for a total purchase price of $375 million , subject to the terms and conditions set forth in the stock purchase agreement. Following the stock repurchase transaction and secondary offerings of the Company's common stock in February and May 2018, the CD&R Investor no longer owned any of the company's common stock as of June 29, 2018 . |
Segment Information
Segment Information | 9 Months Ended |
Jun. 29, 2018 | |
Segment Reporting [Abstract] | |
Segment Information | 18. SEGMENT INFORMATION The Company has two operating segments, which are also its reportable segments. The Company's operating segments are organized based upon primary market channels and, in most instances, the end use of products. Through its Electrical Raceway segment, the Company manufactures products that deploy, isolate and protect a structure's electrical circuitry from the original power source to the final outlet. These products, which include electrical conduit, armored cable, cable trays, mounting systems and fittings, are critical components of the electrical infrastructure for new construction and maintenance, repair and remodel markets. The vast majority of the Company's Electrical Raceway Net sales are made to electrical distributors, who then serve electrical contractors, and the Company considers both to be customers. Through the MP&S segment, the Company provides products and services that frame, support and secure component parts in a broad range of structures, equipment and systems in electrical, industrial and construction applications. The Company's principal products in this segment are metal framing products and in-line galvanized mechanical tube. Through its metal framing business, the Company designs, manufactures and installs metal strut and fittings used to assemble mounting structures that support heavy equipment and electrical content in buildings and other structures. Both segments use Adjusted EBITDA as the primary measure of profit and loss. Segment Adjusted EBITDA is the sum of income before income taxes, adjusted to exclude unallocated expenses, depreciation and amortization, 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 a business, gain on sale of joint venture and other items, such as inventory reserves and adjustments and realized or unrealized gain (loss) on foreign currency transactions. Intersegment transactions primarily consist of product sales at designated transfer prices on an arms-length basis. Gross profit earned and reported within the segment is eliminated in the Company's consolidated results. Certain manufacturing and distribution expenses are allocated between the segments due to the shared nature of activities. Recorded amounts represent a proportional amount of the quantity of product produced for each segment. Three months ended June 29, 2018 June 30, 2017 (in thousands) External Net Sales Intersegment Sales Adjusted EBITDA External Net Sales Intersegment Sales Adjusted EBITDA Electrical Raceway $ 369,812 $ 521 $ 74,461 $ 288,111 $ 166 $ 49,661 MP&S 128,202 37 $ 12,013 109,634 30 $ 17,363 Eliminations — (558 ) — (196 ) Consolidated operations $ 498,014 $ — $ 397,745 $ — Nine months ended June 29, 2018 June 30, 2017 (in thousands) External Net Sales Intersegment Sales Adjusted EBITDA External Net Sales Intersegment Sales Adjusted EBITDA Electrical Raceway $ 1,010,523 $ 1,120 $ 187,025 $ 800,677 $ 980 $ 138,465 MP&S 347,049 74 $ 39,544 307,450 75 $ 48,601 Eliminations — (1,194 ) — (1,055 ) Consolidated operations $ 1,357,572 $ — $ 1,108,127 $ — Presented below is a reconciliation of operating segment Adjusted EBITDA to Income before income taxes : Three months ended Nine months ended (in thousands) June 29, 2018 June 30, 2017 June 29, 2018 June 30, 2017 Operating segment Adjusted EBITDA Electrical Raceway $ 74,461 $ 49,661 $ 187,025 $ 138,465 MP&S 12,013 17,363 39,544 48,601 Total 86,474 67,024 226,569 187,066 Unallocated expenses (a) (9,810 ) (4,991 ) (26,077 ) (19,020 ) Depreciation and amortization (16,192 ) (13,341 ) (49,255 ) (40,242 ) Interest expense, net (12,442 ) (5,811 ) (28,322 ) (20,872 ) Loss on extinguishment of debt — — — (9,805 ) Restructuring and impairments (407 ) 101 (1,245 ) (700 ) Stock-based compensation (3,494 ) (3,064 ) (9,828 ) (9,368 ) Certain legal matters — — (2,286 ) (7,501 ) Transaction costs (768 ) (845 ) (2,676 ) (2,543 ) Gain on sale of a business 838 — 27,575 — Gain on sale of joint venture — — — 5,774 Other 352 (177 ) (2,249 ) 10,306 Income before income taxes $ 44,551 $ 38,896 $ 132,206 $ 93,095 (a) Represents unallocated selling, general and administrative activities and associated expenses including, in part, executive, legal, finance, human resources, information technology, business development and communications, as well as certain costs and earnings of employee-related benefits plans, such as stock-based compensation and a portion of self-insured medical costs. |
Basis of Presentation and Sum26
Basis of Presentation and Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Jun. 29, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation | Basis of Presentation — The accompanying unaudited condensed consolidated financial statements of the Company included herein have been prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP"). These unaudited condensed consolidated financial statements have been prepared in accordance with the Company's accounting policies and on the same basis as those financial statements included in the Company's latest Annual Report on Form 10-K for the year ended September 30, 2017 filed with the U.S. Securities and Exchange Commission (the "SEC") on November 29, 2017 , and should be read in conjunction with those consolidated financial statements and the notes thereto. Certain information and disclosures normally included in the Company's annual financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to the rules and regulations of the SEC. The unaudited condensed consolidated financial statements include the assets and liabilities used in operating the Company's business. All intercompany balances and transactions have been eliminated in consolidation. The results of companies acquired or disposed of are included in the unaudited condensed consolidated financial statements from the effective date of acquisition or up to the date of disposal. These statements include all adjustments (consisting of normal recurring adjustments) that the Company considered necessary to present a fair statement of its results of operations, financial position and cash flows. The results reported in these unaudited condensed consolidated financial statements should not be regarded as necessarily indicative of results that may be expected for the entire year. |
Fiscal Periods | Fiscal Periods — The Company has a fiscal year that ends on September 30. It is the Company's practice to establish quarterly closings using a 4-5-4 calendar. The Company's fiscal quarters end on the last Friday in December, March and June. |
Use of Estimates | Use of Estimates — The preparation of the condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclose contingent assets and liabilities at the date of the condensed consolidated financial statements and report the associated amounts of revenues and expenses. Actual results could differ materially from these estimates. |
Fair Value Measurements | Fair Value Measurements — Authoritative guidance for fair value measurements establishes a three-level hierarchy that ranks the quality and reliability of information used in developing fair value estimates. The hierarchy gives the highest priority to quoted prices in active markets and the lowest priority to unobservable data. In cases where two or more levels of inputs are used to determine fair value, a financial instrument’s level is determined based on the lowest level input that is considered significant to the fair value measurement in its entirety. The three levels of the fair value hierarchy are summarized as follows: Level 1 — inputs are based upon quoted prices (unadjusted) in active markets for identical assets or liabilities that are accessible as of the measurement date. Level 2 — inputs are based upon quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, and model-derived valuations for the asset or liability that are derived principally from or corroborated by market data for which the primary inputs are observable, including forward interest rates, yield curves, credit risk and exchange rates. Level 3 — inputs for the valuations are unobservable and are based on management’s estimates of assumptions that market participants would use in pricing the asset or liability. The fair values are therefore determined using model-based techniques such as option pricing models and discounted cash flow models. See Note 14, ''Fair Value Measurements'' for further detail. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements A summary of recently adopted accounting guidance are as follows. Adoption dates are on the first day of the fiscal year indicated below, unless otherwise specified. ASU Description of ASU Impact to Atkore Note Adoption Date 2017-07 Compensation - Retirement Benefits (Topic 715): Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost The ASU requires an entity to report the service cost component of pension cost and postretirement benefit cost as compensation expense during the employee's service period. The other components of net periodic pension benefit costs will be presented outside a subtotal of income from operations. Prior to the adoption of ASU 2017-07, pension costs were reported as cost of sales and selling, general and administrative expenses on the Company's condensed consolidated statements of income. As a result of the early adoption of ASU 2017-07, the Company reclassified a net credit of $376 and $1,128 from operating income to other income, net on the condensed consolidated statements of operations for the three and nine months ended June 30, 2017, respectively. 4 2018 2017-09 Compensation - Stock Compensation (Topic 718): Scope of Modification Accounting The ASU does not require an entity to apply modification accounting if the fair value, vesting conditions and classification of the awards do not change. No material impact on the consolidated financial statements. 2018 A summary of accounting guidance not yet adopted are as follows. Effective dates are on the first day of the fiscal year indicated below, unless otherwise specified. ASU Description of ASU Impact to Atkore Effective Date ASU 2018-02 Income Statement - Reporting Comprehensive Income (Topic 220): Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income The ASU provided entities the option to reclassify tax effects stranded in accumulated other comprehensive income as a result of the Tax Cuts and Jobs Act to retained earnings. Under evaluation. 2020 2014-09 Revenue from Contracts with Customers The ASU provides guidance for revenue recognition. The update's core principle is that a company will recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. In doing so, companies will need to use more judgment and make more estimates than under current guidance. Examples of the use of judgments and estimates may include identifying performance obligations in the contract, estimating the amount of variable consideration to include in the transaction price and allocating the transaction price to each separate performance obligation. The update also requires more detailed disclosures to enable users of financial statements to understand the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers. The update provides for two transition methods to the new guidance: a full retrospective approach and a modified retrospective approach. The Company will adopt the guidance in the first quarter of 2019 using the modified retrospective method. Based on the reviews and assessments performed to date, the Company expects the pattern of revenue recognition for substantially all of its businesses to be unchanged. The Company anticipates an immaterial impact to retained earnings upon adoption. 2019 2016-02 Leases (Topic 842) The ASU requires companies to use a "right of use" lease model that assumes that each lease creates an asset (the lessee's right to use the leased asset) and a liability (the future rent payment obligations), which should be reflected on a lessee's balance sheet to fairly represent the lease transaction and the lessee's related financial obligations with terms of more than 12 months. The Company will adopt the new lease guidance in the first quarter of fiscal 2020. The Company has established an implementation team and is currently evaluating the impact of adoption of this ASU on its consolidated financial statements. 2020 |
Basis of Presentation and Sum27
Basis of Presentation and Summary of Significant Accounting Policies (Tables) | 9 Months Ended |
Jun. 29, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of New Accounting Pronouncements and Changes in Accounting Principles | A summary of recently adopted accounting guidance are as follows. Adoption dates are on the first day of the fiscal year indicated below, unless otherwise specified. ASU Description of ASU Impact to Atkore Note Adoption Date 2017-07 Compensation - Retirement Benefits (Topic 715): Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost The ASU requires an entity to report the service cost component of pension cost and postretirement benefit cost as compensation expense during the employee's service period. The other components of net periodic pension benefit costs will be presented outside a subtotal of income from operations. Prior to the adoption of ASU 2017-07, pension costs were reported as cost of sales and selling, general and administrative expenses on the Company's condensed consolidated statements of income. As a result of the early adoption of ASU 2017-07, the Company reclassified a net credit of $376 and $1,128 from operating income to other income, net on the condensed consolidated statements of operations for the three and nine months ended June 30, 2017, respectively. 4 2018 2017-09 Compensation - Stock Compensation (Topic 718): Scope of Modification Accounting The ASU does not require an entity to apply modification accounting if the fair value, vesting conditions and classification of the awards do not change. No material impact on the consolidated financial statements. 2018 A summary of accounting guidance not yet adopted are as follows. Effective dates are on the first day of the fiscal year indicated below, unless otherwise specified. ASU Description of ASU Impact to Atkore Effective Date ASU 2018-02 Income Statement - Reporting Comprehensive Income (Topic 220): Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income The ASU provided entities the option to reclassify tax effects stranded in accumulated other comprehensive income as a result of the Tax Cuts and Jobs Act to retained earnings. Under evaluation. 2020 2014-09 Revenue from Contracts with Customers The ASU provides guidance for revenue recognition. The update's core principle is that a company will recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. In doing so, companies will need to use more judgment and make more estimates than under current guidance. Examples of the use of judgments and estimates may include identifying performance obligations in the contract, estimating the amount of variable consideration to include in the transaction price and allocating the transaction price to each separate performance obligation. The update also requires more detailed disclosures to enable users of financial statements to understand the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers. The update provides for two transition methods to the new guidance: a full retrospective approach and a modified retrospective approach. The Company will adopt the guidance in the first quarter of 2019 using the modified retrospective method. Based on the reviews and assessments performed to date, the Company expects the pattern of revenue recognition for substantially all of its businesses to be unchanged. The Company anticipates an immaterial impact to retained earnings upon adoption. 2019 2016-02 Leases (Topic 842) The ASU requires companies to use a "right of use" lease model that assumes that each lease creates an asset (the lessee's right to use the leased asset) and a liability (the future rent payment obligations), which should be reflected on a lessee's balance sheet to fairly represent the lease transaction and the lessee's related financial obligations with terms of more than 12 months. The Company will adopt the new lease guidance in the first quarter of fiscal 2020. The Company has established an implementation team and is currently evaluating the impact of adoption of this ASU on its consolidated financial statements. 2020 |
Acquisitions (Tables)
Acquisitions (Tables) | 9 Months Ended |
Jun. 29, 2018 | |
Business Combinations [Abstract] | |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed | The following table summarizes the Level 3 fair values assigned to the net assets acquired and liabilities assumed as of the acquisition date for fiscal 2017: (in thousands) Calpipe Other Total Fair value of consideration transferred: Cash consideration $ 110,155 $ 87,649 $ 197,804 Working capital adjustment 120 — 120 Purchase price payable 2,278 — 2,278 Settlement of pre-existing relationship (382 ) — (382 ) Total consideration transferred 112,171 87,649 199,820 Fair value of assets acquired and liabilities assumed: Cash 5,051 8,830 13,881 Accounts receivable 10,369 7,589 17,958 Inventories 18,360 7,221 25,581 Intangible assets 54,860 40,100 94,960 Fixed assets 3,245 11,242 14,487 Accounts payable (1,601 ) (1,550 ) (3,151 ) Other (8,263 ) (11,485 ) (19,748 ) Net assets acquired 82,021 61,947 143,968 Excess purchase price attributed to goodwill acquired $ 30,150 $ 25,702 $ 55,852 |
Schedule of Finite-Lived Intangible Assets Acquired as Part of Business Combination | The following table summarizes the fair value of intangible assets as of the acquisition dates: Calpipe Other ($ in thousands) Fair Value Weighted Average Useful Life (Years) Fair Value Weighted Average Useful Life (Years) Customer relationships $ 50,680 9.9 $ 37,341 10.0 Other 4,180 8.4 2,759 8.0 Total intangible assets $ 54,860 9.9 $ 40,100 9.9 |
Business Acquisition, Pro Forma Information | The following table presents unaudited pro forma results of operations for the three and nine months ended June 30, 2017 as if the Calpipe acquisition had occurred as of the first day of fiscal 2017: Three months ended Nine months ended (in thousands) June 30, 2017 June 30, 2017 Pro forma net sales $ 415,047 $ 1,160,032 Pro forma net income 27,597 64,178 |
Divestitures (Tables)
Divestitures (Tables) | 9 Months Ended |
Jun. 29, 2018 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Selling Price Allocation | The cash consideration received, net assets disposed and resulting gain on sale are as follows: (in thousands) Flexhead Cash consideration $ 42,631 Net assets divested 15,056 Gain on sale of a business $ 27,575 |
Postretirement Benefits (Tables
Postretirement Benefits (Tables) | 9 Months Ended |
Jun. 29, 2018 | |
Retirement Benefits [Abstract] | |
Schedule of Net Periodic Benefit Cost | The net periodic benefit cost was as follows: Three months ended Nine months ended (in thousands) Note June 29, 2018 June 30, 2017 June 29, 2018 June 30, 2017 Service cost $ — $ 512 $ — $ 1,536 Interest cost 1,025 948 3,074 2,845 Expected return on plan assets (1,604 ) (1,650 ) (4,811 ) (4,950 ) Amortization of actuarial loss 86 326 257 977 Net periodic benefit (credit) cost 6 $ (493 ) $ 136 $ (1,480 ) $ 408 |
Restructuring Charges (Tables)
Restructuring Charges (Tables) | 9 Months Ended |
Jun. 29, 2018 | |
Restructuring and Related Activities [Abstract] | |
Schedule of Restructuring Reserves | The liability for restructuring reserves is included within other current liabilities in the Company's condensed consolidated balance sheets as follows: Electrical Raceway MP&S Other/Corporate (in thousands) Severance Other (a) Severance Other (a) Severance Total Balance as of September 30, 2016 $ 841 $ — $ — $ 539 $ — $ 1,380 Charges 527 439 422 63 71 1,522 Utilization (917 ) (209 ) (166 ) (556 ) (71 ) (1,919 ) Reversal — (230 ) — (36 ) — (266 ) Exchange rate effects (2 ) — 22 — — 20 Balance as of September 30, 2017 449 — 278 10 — 737 Charges 322 741 97 178 98 1,436 Utilization (785 ) (681 ) (178 ) (158 ) (98 ) (1,900 ) Reversal — — (191 ) — — (191 ) Exchange rate effects 14 — (6 ) — — 8 Balance as of June 29, 2018 $ — $ 60 $ — $ 30 $ — $ 90 (a) Primarily related to Atkore's commitment to close certain facilities as part of the Company's continuing effort to streamline its manufacturing footprint. The Company recorded restructuring charges to close facilities of $ 600 for the nine months ending June 29, 2018 and $ 298 for the year ending September 30, 2017. The Company does not anticipate incurring significant future charges under these facility closures. |
Restructuring and Related Costs | The net restructuring charges included as a component of selling, general and administrative expenses in the Company's condensed consolidated statements of operations were as follows: Three months ended Nine months ended (in thousands) June 29, 2018 June 30, 2017 June 29, 2018 June 30, 2017 Total restructuring charges (credits), net $ 407 $ (101 ) $ 1,245 $ 700 |
Other Income, Net (Tables)
Other Income, Net (Tables) | 9 Months Ended |
Jun. 29, 2018 | |
Other Income and Expenses [Abstract] | |
Schedule of Other Expense, Net | Other income, net consisted of the following: Three months ended Nine months ended (in thousands) June 29, 2018 June 30, 2017 As Adjusted* June 29, 2018 June 30, 2017 As Adjusted* Gain on sale of a business $ (838 ) $ — $ (27,575 ) $ — Gain on sale of joint venture — — — (5,774 ) Undesignated foreign currency derivative instruments (3,757 ) 243 (22 ) 243 Foreign exchange gain (loss) on intercompany loans 3,374 (126 ) 795 (126 ) Debt modification costs — — 892 — Pension-related benefits (493 ) (376 ) (1,480 ) (1,128 ) Other (126 ) — (126 ) — Other income, net $ (1,840 ) $ (259 ) $ (27,516 ) $ (6,785 ) * Adjusted due to the adoption of ASU 2017-07 as of October 1, 2017. See Note 1, ''Basis of Presentation and Summary of Significant Accounting Policies'' for additional information. |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 9 Months Ended |
Jun. 29, 2018 | |
Earnings Per Share [Abstract] | |
Schedule of Basic and Diluted Net Income Per Share | The following table sets forth the computation of basic and diluted earnings per share: Three months ended Nine months ended (in thousands, except per share data) June 29, 2018 June 30, 2017 June 29, 2018 June 30, 2017 Numerator: Net income $ 34,199 $ 27,465 $ 103,946 $ 63,782 Less: Undistributed earnings allocated to participating securities 422 89 1,048 161 Net income available to common shareholders $ 33,777 $ 27,376 $ 102,898 $ 63,621 Denominator: Basic weighted average common shares outstanding 46,262 63,817 53,592 63,239 Effect of dilutive securities: Non-participating employee stock options (1) 2,150 3,073 2,423 3,346 Diluted weighted average common shares outstanding 48,412 66,890 56,015 66,585 Basic earnings per share $ 0.73 $ 0.43 $ 1.92 $ 1.01 Diluted earnings per share $ 0.70 $ 0.41 $ 1.84 $ 0.96 (1) Stock options to purchase approximately 0.4 million and 0.4 million shares of common stock were outstanding during the three and nine months ended June 29, 2018, respectively, but were not included in the calculation of diluted earnings per share as the impact of these options would have been anti-dilutive. Stock options to purchase approximately 2.2 million and 0.2 million shares of common stock were outstanding during the three and nine months ended June 30, 2017, respectively, but were not included in the calculation of diluted earnings per share as the impact of these options would have been anti-dilutive. |
Accumulated Other Comprehensi34
Accumulated Other Comprehensive Loss (Tables) | 9 Months Ended |
Jun. 29, 2018 | |
Equity [Abstract] | |
Schedule of Accumulated Other Comprehensive Loss | The following table presents the changes in accumulated other comprehensive loss by component, net of tax: (in thousands) Defined benefit pension items Currency translation adjustments Total Balance as of September 30, 2017 $ (10,445 ) $ (7,537 ) $ (17,982 ) Other comprehensive income before reclassifications — (1,793 ) (1,793 ) Amounts reclassified from accumulated other comprehensive loss 194 — 194 Net current period other comprehensive (loss) income 194 (1,793 ) (1,599 ) Balance as of June 29, 2018 $ (10,251 ) $ (9,330 ) $ (19,581 ) |
Inventories, Net (Tables)
Inventories, Net (Tables) | 9 Months Ended |
Jun. 29, 2018 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventory, Current | Interim LIFO determinations, including those at June 29, 2018 , are based on management's estimates of future inventory levels and costs for the remainder of the current fiscal year. (in thousands) June 29, 2018 September 30, 2017 Purchased materials and manufactured parts, net $ 50,601 $ 49,168 Work in process, net 21,452 17,598 Finished goods, net 135,482 133,237 Inventories, net $ 207,535 $ 200,003 |
Property, Plant and Equipment (
Property, Plant and Equipment (Tables) | 9 Months Ended |
Jun. 29, 2018 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property, Plant and Equipment | As of June 29, 2018 and September 30, 2017 , property, plant and equipment at cost and accumulated depreciation were as follows: (in thousands) June 29, 2018 September 30, 2017 Land $ 13,295 $ 13,296 Buildings and related improvements 107,581 105,154 Machinery and equipment 275,630 263,575 Leasehold improvements 7,150 6,744 Construction in progress 26,868 16,160 Property, plant and equipment 430,524 404,929 Accumulated depreciation (217,939 ) (196,310 ) Property, plant and equipment, net $ 212,585 $ 208,619 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 9 Months Ended |
Jun. 29, 2018 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Goodwill | Changes in the carrying amount of goodwill are as follows: (in thousands) Electrical Raceway Mechanical Products & Solutions Total Balance as of October 1, 2017 $ 108,527 $ 39,189 $ 147,716 Goodwill divested during year — (2,626 ) (2,626 ) Goodwill acquired during year 827 — 827 Purchase price adjustments 24,376 — 24,376 Exchange rate effects 47 — 47 Balance as of June 29, 2018 $ 133,777 $ 36,563 $ 170,340 |
Schedule of Finite-Lived Intangible Assets | The following table provides the gross carrying value, accumulated amortization and net carrying value for each major class of intangible assets: June 29, 2018 September 30, 2017 ($ in thousands) Weighted Average Useful Life (Years) Gross Carrying Value Accumulated Amortization Net Carrying Value Gross Carrying Value Accumulated Amortization Net Carrying Value Amortizable intangible assets: Customer relationships 11 $ 330,879 $ (133,833 ) $ 197,046 $ 350,129 $ (118,273 ) $ 231,856 Other 8 16,003 (5,523 ) 10,480 27,819 (9,266 ) 18,553 Total 346,882 (139,356 ) 207,526 377,948 (127,539 ) 250,409 Indefinite-lived intangible assets: Trade names 92,880 — 92,880 93,880 — 93,880 Total $ 439,762 $ (139,356 ) $ 300,406 $ 471,828 $ (127,539 ) $ 344,289 |
Schedule of Indefinite-Lived Intangible Assets | The following table provides the gross carrying value, accumulated amortization and net carrying value for each major class of intangible assets: June 29, 2018 September 30, 2017 ($ in thousands) Weighted Average Useful Life (Years) Gross Carrying Value Accumulated Amortization Net Carrying Value Gross Carrying Value Accumulated Amortization Net Carrying Value Amortizable intangible assets: Customer relationships 11 $ 330,879 $ (133,833 ) $ 197,046 $ 350,129 $ (118,273 ) $ 231,856 Other 8 16,003 (5,523 ) 10,480 27,819 (9,266 ) 18,553 Total 346,882 (139,356 ) 207,526 377,948 (127,539 ) 250,409 Indefinite-lived intangible assets: Trade names 92,880 — 92,880 93,880 — 93,880 Total $ 439,762 $ (139,356 ) $ 300,406 $ 471,828 $ (127,539 ) $ 344,289 |
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense | Expected amortization expense for intangible assets for the remainder of fiscal 2018 and over the next five years and thereafter is as follows: (in thousands) Remaining 2018 $ 7,505 2019 29,819 2020 29,260 2021 28,414 2022 28,325 2023 28,205 Thereafter 55,998 |
Debt (Tables)
Debt (Tables) | 9 Months Ended |
Jun. 29, 2018 | |
Debt Disclosure [Abstract] | |
Schedule of Debt | Debt as of June 29, 2018 and September 30, 2017 was as follows: (in thousands) June 29, 2018 September 30, 2017 First Lien Term Loan Facility due December 22, 2023 $ 914,418 $ 495,134 ABL Credit Facility — 85,000 Deferred financing costs (8,598 ) (4,496 ) Other 319 440 Total debt $ 906,139 $ 576,078 Less: Current portion 7,630 4,215 Long-term debt $ 898,509 $ 571,863 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended |
Jun. 29, 2018 | |
Fair Value Disclosures [Abstract] | |
Schedule of Assets and Liabilities | The following table presents the Company's assets and liabilities measured at fair value: June 29, 2018 September 30, 2017 (in thousands) Level 1 Level 2 Level 3 Level 1 Level 2 Level 3 Assets Cash equivalents $ 79,132 $ — $ — $ 571 $ — $ — Liabilities Forward currency contracts — 2,612 — — 2,936 — |
Estimated Fair Value of Financial Instruments Not Carried at Fair Value | The estimated fair value of financial instruments not carried at fair value in the condensed consolidated balance sheets were as follows: June 29, 2018 September 30, 2017 (in thousands) Carrying Value Fair Value Carrying Value Fair Value First Lien Term Loan Facility due December 22, 2023 $ 915,400 $ 914,027 $ 496,250 $ 498,979 |
Segment Information (Tables)
Segment Information (Tables) | 9 Months Ended |
Jun. 29, 2018 | |
Segment Reporting [Abstract] | |
Schedule of Segment Information | Presented below is a reconciliation of operating segment Adjusted EBITDA to Income before income taxes : Three months ended Nine months ended (in thousands) June 29, 2018 June 30, 2017 June 29, 2018 June 30, 2017 Operating segment Adjusted EBITDA Electrical Raceway $ 74,461 $ 49,661 $ 187,025 $ 138,465 MP&S 12,013 17,363 39,544 48,601 Total 86,474 67,024 226,569 187,066 Unallocated expenses (a) (9,810 ) (4,991 ) (26,077 ) (19,020 ) Depreciation and amortization (16,192 ) (13,341 ) (49,255 ) (40,242 ) Interest expense, net (12,442 ) (5,811 ) (28,322 ) (20,872 ) Loss on extinguishment of debt — — — (9,805 ) Restructuring and impairments (407 ) 101 (1,245 ) (700 ) Stock-based compensation (3,494 ) (3,064 ) (9,828 ) (9,368 ) Certain legal matters — — (2,286 ) (7,501 ) Transaction costs (768 ) (845 ) (2,676 ) (2,543 ) Gain on sale of a business 838 — 27,575 — Gain on sale of joint venture — — — 5,774 Other 352 (177 ) (2,249 ) 10,306 Income before income taxes $ 44,551 $ 38,896 $ 132,206 $ 93,095 (a) Represents unallocated selling, general and administrative activities and associated expenses including, in part, executive, legal, finance, human resources, information technology, business development and communications, as well as certain costs and earnings of employee-related benefits plans, such as stock-based compensation and a portion of self-insured medical costs. Recorded amounts represent a proportional amount of the quantity of product produced for each segment. Three months ended June 29, 2018 June 30, 2017 (in thousands) External Net Sales Intersegment Sales Adjusted EBITDA External Net Sales Intersegment Sales Adjusted EBITDA Electrical Raceway $ 369,812 $ 521 $ 74,461 $ 288,111 $ 166 $ 49,661 MP&S 128,202 37 $ 12,013 109,634 30 $ 17,363 Eliminations — (558 ) — (196 ) Consolidated operations $ 498,014 $ — $ 397,745 $ — Nine months ended June 29, 2018 June 30, 2017 (in thousands) External Net Sales Intersegment Sales Adjusted EBITDA External Net Sales Intersegment Sales Adjusted EBITDA Electrical Raceway $ 1,010,523 $ 1,120 $ 187,025 $ 800,677 $ 980 $ 138,465 MP&S 347,049 74 $ 39,544 307,450 75 $ 48,601 Eliminations — (1,194 ) — (1,055 ) Consolidated operations $ 1,357,572 $ — $ 1,108,127 $ — |
Basis of Presentation and Sum41
Basis of Presentation and Summary of Significant Accounting Policies - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Jun. 29, 2018 | Jun. 30, 2017 | Jun. 29, 2018 | Jun. 30, 2017 | ||
Assets Sold under Agreements to Repurchase [Line Items] | |||||
Other nonoperating income (expense) | $ 1,840 | $ 259 | $ 27,516 | $ 6,785 | [1] |
Accounting Standards Update 2017-07 | |||||
Assets Sold under Agreements to Repurchase [Line Items] | |||||
Other nonoperating income (expense) | $ 376 | $ 1,128 | |||
[1] | Adjusted due to the adoption of ASU 2017-07, Compensation - Retirement Benefits (Topic 715): Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost. See Note 1, ''Basis of Presentation and Summary of Significant Accounting Policies'' for additional information. |
Acquisitions - Narrative (Detai
Acquisitions - Narrative (Details) - USD ($) $ in Thousands | Jan. 08, 2018 | Jun. 29, 2018 | Jun. 29, 2018 |
Communications Integrators, Inc | |||
Business Acquisition [Line Items] | |||
Purchase price | $ 3,997 | ||
Calpipe | |||
Business Acquisition [Line Items] | |||
Business Acquisition, Transaction Costs | $ 0 | $ 558 |
Acquisitions - Summary of Level
Acquisitions - Summary of Level 3 Fair Values Assigned to Net Assets Acquired and Liabilities Assumed As of Acquisition Date (Details) $ in Thousands | May 18, 2017USD ($) |
Fair value of consideration transferred: | |
Cash consideration | $ 197,804 |
Working capital adjustment | 120 |
Purchase price payable | 2,278 |
Settlement of pre-existing relationship | (382) |
Total consideration transferred | 199,820 |
Fair value of assets acquired and liabilities assumed: | |
Cash | 13,881 |
Accounts receivable | 17,958 |
Inventories | 25,581 |
Intangible assets | 94,960 |
Fixed assets | 14,487 |
Accounts payable | (3,151) |
Other | (19,748) |
Net assets acquired | 143,968 |
Excess purchase price attributed to goodwill acquired | 55,852 |
Calpipe | |
Fair value of consideration transferred: | |
Cash consideration | 110,155 |
Working capital adjustment | 120 |
Purchase price payable | 2,278 |
Settlement of pre-existing relationship | (382) |
Total consideration transferred | 112,171 |
Fair value of assets acquired and liabilities assumed: | |
Cash | 5,051 |
Accounts receivable | 10,369 |
Inventories | 18,360 |
Intangible assets | 54,860 |
Fixed assets | 3,245 |
Accounts payable | (1,601) |
Other | (8,263) |
Net assets acquired | 82,021 |
Excess purchase price attributed to goodwill acquired | 30,150 |
Other | |
Fair value of consideration transferred: | |
Cash consideration | 87,649 |
Working capital adjustment | 0 |
Purchase price payable | 0 |
Settlement of pre-existing relationship | 0 |
Total consideration transferred | 87,649 |
Fair value of assets acquired and liabilities assumed: | |
Cash | 8,830 |
Accounts receivable | 7,589 |
Inventories | 7,221 |
Intangible assets | 40,100 |
Fixed assets | 11,242 |
Accounts payable | (1,550) |
Other | (11,485) |
Net assets acquired | 61,947 |
Excess purchase price attributed to goodwill acquired | $ 25,702 |
Acquisitions - Summary of Fair
Acquisitions - Summary of Fair Value as of Acquisition Date (Details) $ in Thousands | May 18, 2017USD ($) |
Calpipe | |
Business Acquisition [Line Items] | |
Fair Value | $ 54,860 |
Weighted Average Useful Life (Years) | 9 years 10 months 12 days |
Other | |
Business Acquisition [Line Items] | |
Fair Value | $ 40,100 |
Weighted Average Useful Life (Years) | 9 years 10 months 12 days |
Customer relationships | Calpipe | |
Business Acquisition [Line Items] | |
Fair Value | $ 50,680 |
Weighted Average Useful Life (Years) | 9 years 11 months |
Customer relationships | Other | |
Business Acquisition [Line Items] | |
Fair Value | $ 37,341 |
Weighted Average Useful Life (Years) | 10 years |
Other | Calpipe | |
Business Acquisition [Line Items] | |
Fair Value | $ 4,180 |
Weighted Average Useful Life (Years) | 8 years 5 months 12 days |
Other | Other | |
Business Acquisition [Line Items] | |
Fair Value | $ 2,759 |
Weighted Average Useful Life (Years) | 8 years |
Acquisitions - Pro Forma (Detai
Acquisitions - Pro Forma (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended |
Jun. 30, 2017 | Jun. 30, 2017 | |
Business Combinations [Abstract] | ||
Pro forma net sales | $ 415,047 | $ 1,160,032 |
Pro forma net income | $ 27,597 | $ 64,178 |
Divestitures (Details)
Divestitures (Details) - USD ($) $ in Thousands | Mar. 30, 2018 | Jun. 29, 2018 | Jun. 29, 2018 | Jun. 30, 2017 |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Cash consideration | $ 0 | $ 3,024 | ||
Goodwill divested during year | $ 2,626 | |||
FlexHead Industries, Inc and SprinkFLEX, LLC | Disposal Group, Disposed of by Sale, Not Discontinued Operations | ||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Cash consideration | $ 42,631 | |||
Net assets divested | 15,056 | |||
Gain on sale of a business | $ 27,575 | |||
Gain on sale of business, working capital adjustment | $ (838) |
Postretirement Benefits - Net P
Postretirement Benefits - Net Periodic Benefit Cost (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Jun. 29, 2018 | Jun. 30, 2017 | Jun. 29, 2018 | Jun. 30, 2017 | ||
Defined Benefit Plan Disclosure [Line Items] | |||||
Other nonoperating income (expense) | $ 1,840 | $ 259 | $ 27,516 | $ 6,785 | [1] |
Pension Plan | |||||
Defined Benefit Plan Disclosure [Line Items] | |||||
Service cost | 0 | 512 | 0 | 1,536 | |
Interest cost | 1,025 | 948 | 3,074 | 2,845 | |
Expected return on plan assets | (1,604) | (1,650) | (4,811) | (4,950) | |
Amortization of actuarial loss | 86 | 326 | 257 | 977 | |
Net periodic benefit (credit) cost | $ (493) | 136 | $ (1,480) | 408 | |
Accounting Standards Update 2017-07 | |||||
Defined Benefit Plan Disclosure [Line Items] | |||||
Other nonoperating income (expense) | $ 376 | $ 1,128 | |||
[1] | Adjusted due to the adoption of ASU 2017-07, Compensation - Retirement Benefits (Topic 715): Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost. See Note 1, ''Basis of Presentation and Summary of Significant Accounting Policies'' for additional information. |
Restructuring Charges - Restruc
Restructuring Charges - Restructuring Reserves (Details) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended |
Jun. 29, 2018 | Sep. 30, 2017 | |
Restructuring Reserve [Roll Forward] | ||
Beginning balance | $ 737 | $ 1,380 |
Charges | 1,436 | 1,522 |
Utilization | (1,900) | (1,919) |
Reversals/exchange rate effects | (191) | (266) |
Exchange rate effects | 8 | 20 |
Ending balance | 90 | 737 |
Facility Closing | ||
Restructuring Reserve [Roll Forward] | ||
Charges | 600 | 298 |
Operating Segments | Electrical Raceway | Severance | ||
Restructuring Reserve [Roll Forward] | ||
Beginning balance | 449 | 841 |
Charges | 322 | 527 |
Utilization | (785) | (917) |
Reversals/exchange rate effects | 0 | 0 |
Exchange rate effects | 14 | (2) |
Ending balance | 0 | 449 |
Operating Segments | Electrical Raceway | Other | ||
Restructuring Reserve [Roll Forward] | ||
Beginning balance | 0 | 0 |
Charges | 741 | 439 |
Utilization | (681) | (209) |
Reversals/exchange rate effects | 0 | (230) |
Exchange rate effects | 0 | 0 |
Ending balance | 60 | 0 |
Operating Segments | MP&S | Severance | ||
Restructuring Reserve [Roll Forward] | ||
Beginning balance | 278 | 0 |
Charges | 97 | 422 |
Utilization | (178) | (166) |
Reversals/exchange rate effects | (191) | 0 |
Exchange rate effects | (6) | 22 |
Ending balance | 0 | 278 |
Operating Segments | MP&S | Other | ||
Restructuring Reserve [Roll Forward] | ||
Beginning balance | 10 | 539 |
Charges | 178 | 63 |
Utilization | (158) | (556) |
Reversals/exchange rate effects | 0 | (36) |
Exchange rate effects | 0 | 0 |
Ending balance | 30 | 10 |
Corporate, Non-Segment | Severance | ||
Restructuring Reserve [Roll Forward] | ||
Beginning balance | 0 | 0 |
Charges | 98 | 71 |
Utilization | (98) | (71) |
Reversals/exchange rate effects | 0 | 0 |
Exchange rate effects | 0 | 0 |
Ending balance | $ 0 | $ 0 |
Restructuring Charges - As a Co
Restructuring Charges - As a Component of Selling, General and Administrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Jun. 29, 2018 | Jun. 30, 2017 | Jun. 29, 2018 | Jun. 30, 2017 | |
Restructuring and Related Activities [Abstract] | ||||
Severance-related and other charges | $ 407 | $ (101) | $ 1,245 | $ 700 |
Other Income, Net (Details)
Other Income, Net (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Jun. 29, 2018 | Jun. 30, 2017 | Jun. 29, 2018 | Jun. 30, 2017 | ||
Other Income and Expenses [Abstract] | |||||
Gain on sale of a business | $ 838 | $ 0 | $ 27,575 | $ 0 | |
Gain on sale of joint venture | 0 | 0 | 0 | (5,774) | |
Undesignated foreign currency derivative instruments | (3,757) | 243 | (22) | 243 | |
Foreign exchange gain (loss) on intercompany loans | 3,374 | (126) | 795 | (126) | |
Debt modification costs | 0 | 0 | 892 | 0 | |
Pension-related benefits | (493) | (376) | (1,480) | (1,128) | |
Other Nonoperating Income | (126) | 0 | (126) | 0 | |
Other income, net | $ (1,840) | $ (259) | $ (27,516) | $ (6,785) | [1] |
[1] | Adjusted due to the adoption of ASU 2017-07, Compensation - Retirement Benefits (Topic 715): Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost. See Note 1, ''Basis of Presentation and Summary of Significant Accounting Policies'' for additional information. |
Income Taxes (Details)
Income Taxes (Details) - USD ($) | Dec. 22, 2017 | Dec. 21, 2017 | Jun. 29, 2018 | Jun. 30, 2017 | Jun. 29, 2018 | Jun. 30, 2017 | |
Income Tax Disclosure [Abstract] | |||||||
Federal corporate tax rate | 21.00% | 35.00% | |||||
Blended Federal corporate tax rate | 24.50% | ||||||
Effective income tax rate reconciliation, effect of Tax Cuts and Jobs Act of 2017, amount | $ 5,533,000 | ||||||
Effective income tax rate | 23.20% | 29.40% | 21.40% | 31.50% | |||
Income tax expense | $ 10,352,000 | $ 11,431,000 | $ 28,260,000 | $ 29,313,000 | [1] | ||
Effective tax rate reduction | 21.00% | 35.00% | |||||
Decrease unrecognized tax benefits | $ 0 | $ 227,000 | |||||
[1] | Adjusted due to the adoption of ASU 2017-07, Compensation - Retirement Benefits (Topic 715): Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost. See Note 1, ''Basis of Presentation and Summary of Significant Accounting Policies'' for additional information. |
Earnings Per Share (Details)
Earnings Per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Jun. 29, 2018 | Jun. 30, 2017 | Jun. 29, 2018 | Jun. 30, 2017 | Sep. 30, 2017 | Sep. 30, 2016 | ||
Numerator: | |||||||
Net income | $ 34,199 | $ 27,465 | $ 103,946 | $ 63,782 | [1] | $ 84,639 | $ 58,796 |
Less: Undistributed earnings allocated to participating securities | 422 | 89 | 1,048 | 161 | |||
Net income available to common shareholders | $ 33,777 | $ 27,376 | $ 102,898 | $ 63,621 | |||
Denominator: | |||||||
Weighted-average shares outstanding - Basic (in shares) | 46,262 | 63,817 | 53,592 | 63,239 | [1] | ||
Effect of dilutive securities: Stock compensation plans (in shares) | 2,150 | 3,073 | 2,423 | 3,346 | |||
Weighted-average shares outstanding - diluted (in shares) | 48,412 | 66,890 | 56,015 | 66,585 | [1] | ||
Basic earnings per share (in dollars per share) | $ 0.73 | $ 0.43 | $ 1.92 | $ 1.01 | [1] | ||
Diluted earnings per share (in dollars per share) | $ 0.70 | $ 0.41 | $ 1.84 | $ 0.96 | [1] | ||
[1] | Adjusted due to the adoption of ASU 2017-07, Compensation - Retirement Benefits (Topic 715): Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost. See Note 1, ''Basis of Presentation and Summary of Significant Accounting Policies'' for additional information. |
Earnings Per Share - Antidiluti
Earnings Per Share - Antidilutive Securities (Details) - shares shares in Millions | 3 Months Ended | 9 Months Ended | ||
Jun. 29, 2018 | Jun. 30, 2017 | Jun. 29, 2018 | Jun. 30, 2017 | |
Common Stock | Stock Options | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from calculation of diluted earnings per share (in shares) | 0.4 | 2.2 | 0.4 | 0.2 |
Assumulated Other Comprehensive
Assumulated Other Comprehensive Loss - Changes in Accumulated Other Comprehensive Loss (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Jun. 29, 2018 | Jun. 30, 2017 | Jun. 29, 2018 | Jun. 30, 2017 | Sep. 30, 2017 | Sep. 30, 2016 | |
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax [Roll Forward] | ||||||
Balance at beginning of period | $ 360,871 | $ 257,246 | $ 257,246 | $ 156,277 | ||
Other comprehensive income before reclassifications | (1,793) | |||||
Amounts reclassified from accumulated other comprehensive loss | 194 | |||||
Total other comprehensive (loss) income | $ (3,228) | $ 1,242 | (1,599) | 902 | 7,968 | (4,917) |
Balance at end of period | 73,763 | 73,763 | 360,871 | 257,246 | ||
Defined benefit pension items | ||||||
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax [Roll Forward] | ||||||
Balance at beginning of period | (10,445) | |||||
Other comprehensive income before reclassifications | 0 | |||||
Amounts reclassified from accumulated other comprehensive loss | 194 | |||||
Total other comprehensive (loss) income | 194 | |||||
Balance at end of period | (10,251) | (10,251) | (10,445) | |||
Currency translation adjustments | ||||||
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax [Roll Forward] | ||||||
Balance at beginning of period | (7,537) | |||||
Other comprehensive income before reclassifications | (1,793) | |||||
Amounts reclassified from accumulated other comprehensive loss | 0 | |||||
Total other comprehensive (loss) income | (1,793) | |||||
Balance at end of period | (9,330) | (9,330) | (7,537) | |||
Total | ||||||
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax [Roll Forward] | ||||||
Balance at beginning of period | (17,982) | $ (25,950) | (25,950) | (21,033) | ||
Total other comprehensive (loss) income | (1,599) | 7,968 | (4,917) | |||
Balance at end of period | $ (19,581) | $ (19,581) | $ (17,982) | $ (25,950) |
Inventories, Net - Narrative (D
Inventories, Net - Narrative (Details) - USD ($) $ in Thousands | Jun. 29, 2018 | Sep. 30, 2017 |
Inventory Disclosure [Abstract] | ||
Inventories at lower of LIFO cost or market | 81.00% | 75.00% |
FIFO inventory amount | $ 26,653 | $ 4,915 |
Excess and obsolete inventory reserve | $ 8,118 | $ 8,432 |
Inventories, Net - Schedule of
Inventories, Net - Schedule of Inventory (Details) - USD ($) $ in Thousands | Jun. 29, 2018 | Sep. 30, 2017 |
Inventory Disclosure [Abstract] | ||
Purchased materials and manufactured parts, net | $ 50,601 | $ 49,168 |
Work in process, net | 21,452 | 17,598 |
Finished goods, net | 135,482 | 133,237 |
Inventories, net | $ 207,535 | $ 200,003 |
Property, Plant and Equipment57
Property, Plant and Equipment (Details) - USD ($) $ in Thousands | Jun. 29, 2018 | Sep. 30, 2017 |
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment | $ 430,524 | $ 404,929 |
Accumulated depreciation | (217,939) | (196,310) |
Property, plant and equipment, net | 212,585 | 208,619 |
Land | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment | 13,295 | 13,296 |
Buildings and related improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment | 107,581 | 105,154 |
Machinery and equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment | 275,630 | 263,575 |
Leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment | 7,150 | 6,744 |
Construction in progress | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment | $ 26,868 | $ 16,160 |
Property, Plant and Equipment -
Property, Plant and Equipment - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Jun. 29, 2018 | Jun. 30, 2017 | Jun. 29, 2018 | Jun. 30, 2017 | |
Property, Plant and Equipment [Abstract] | ||||
Depreciation expense | $ 8,498 | $ 7,795 | $ 25,109 | $ 23,614 |
Goodwill and Intangible Asset59
Goodwill and Intangible Assets - Change in Carrying Amount (Details) $ in Thousands | 9 Months Ended |
Jun. 29, 2018USD ($) | |
Goodwill [Roll Forward] | |
Balance at beginning of period | $ 147,716 |
Goodwill divested during year | (2,626) |
Goodwill acquired during year | 827 |
Purchase price adjustments | 24,376 |
Exchange rate effects | 47 |
Balance at end of period | 170,340 |
Electrical Raceway | |
Goodwill [Roll Forward] | |
Balance at beginning of period | 108,527 |
Goodwill divested during year | 0 |
Goodwill acquired during year | 827 |
Purchase price adjustments | 24,376 |
Exchange rate effects | 47 |
Balance at end of period | 133,777 |
MP&S | |
Goodwill [Roll Forward] | |
Balance at beginning of period | 39,189 |
Goodwill divested during year | (2,626) |
Goodwill acquired during year | 0 |
Purchase price adjustments | 0 |
Exchange rate effects | 0 |
Balance at end of period | $ 36,563 |
Goodwill and Intangible Asset60
Goodwill and Intangible Assets - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||||
Jun. 29, 2018 | Jun. 30, 2017 | Jun. 29, 2018 | Jun. 30, 2017 | [1] | Oct. 01, 2017 | |
Goodwill [Line Items] | ||||||
Intangible asset amortization | $ 7,694 | $ 5,546 | $ 24,146 | $ 16,628 | ||
Electrical Raceway | ||||||
Goodwill [Line Items] | ||||||
Accumulated impairment loss | $ 3,924 | |||||
MP&S | ||||||
Goodwill [Line Items] | ||||||
Accumulated impairment loss | $ 43,000 | $ 43,000 | ||||
[1] | Adjusted due to the adoption of ASU 2017-07, Compensation - Retirement Benefits (Topic 715): Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost. See Note 1, ''Basis of Presentation and Summary of Significant Accounting Policies'' for additional information. |
Goodwill and Intangible Asset61
Goodwill and Intangible Assets - Intangible Assets (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Jun. 29, 2018 | Sep. 30, 2017 | |
Amortizable intangible assets: | ||
Gross Carrying Value | $ 346,882 | $ 377,948 |
Accumulated Amortization | (139,356) | (127,539) |
Net Carrying Value | 207,526 | 250,409 |
Intangible Assets, Net (Excluding Goodwill) [Abstract] | ||
Gross Carrying Value | 439,762 | 471,828 |
Net Carrying Value | 300,406 | 344,289 |
Trade names | ||
Indefinite-lived Intangible Assets [Line Items] | ||
Gross carrying value/net carrying value | 92,880 | 93,880 |
Customer relationships | ||
Amortizable intangible assets: | ||
Gross Carrying Value | 330,879 | 350,129 |
Accumulated Amortization | (133,833) | (118,273) |
Net Carrying Value | $ 197,046 | 231,856 |
Customer relationships | Weighted Average Useful Life (Years) | ||
Amortizable intangible assets: | ||
Weighted Average Useful Life (Years) | 11 years | |
Other | ||
Amortizable intangible assets: | ||
Gross Carrying Value | $ 16,003 | 27,819 |
Accumulated Amortization | (5,523) | (9,266) |
Net Carrying Value | $ 10,480 | $ 18,553 |
Other | Weighted Average Useful Life (Years) | ||
Amortizable intangible assets: | ||
Weighted Average Useful Life (Years) | 8 years |
Goodwill and Intangible Asset62
Goodwill and Intangible Assets - Future Amortization Expense (Details) (Details) $ in Thousands | Jun. 29, 2018USD ($) |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Remaining 2,018 | $ 7,505 |
2,019 | 29,819 |
2,020 | 29,260 |
2,021 | 28,414 |
2,022 | 28,325 |
2,023 | 28,205 |
Thereafter | $ 55,998 |
Debt - Schedule of Debt (Detail
Debt - Schedule of Debt (Details) - USD ($) $ in Thousands | Jun. 29, 2018 | Feb. 02, 2018 | Sep. 30, 2017 |
Debt Instrument [Line Items] | |||
ABL Credit Facility | $ 0 | $ 85,000 | |
Deferred financing costs | (8,598) | (4,496) | |
Other | 319 | 440 | |
Total debt | 906,139 | 576,078 | |
Less: Current portion | 7,630 | 4,215 | |
Long-term debt | 898,509 | 571,863 | |
Secured Debt | First Lien Term Loan Facility due December 22, 2023 | |||
Debt Instrument [Line Items] | |||
First Lien Term Loan Facility due December 22, 2023 | $ 914,418 | $ 425,000 | $ 495,134 |
Debt - ABL Credit Facility - Na
Debt - ABL Credit Facility - Narrative (Details) - USD ($) shares in Millions | Feb. 02, 2018 | Jun. 29, 2018 | Jun. 30, 2017 | Jun. 29, 2018 | Jun. 30, 2017 | Sep. 30, 2017 |
Debt Instrument [Line Items] | ||||||
Repurchase of common stock | $ 410,157,000 | $ 0 | ||||
Gains (Losses) on Restructuring of Debt | $ 0 | $ 0 | (892,000) | $ 0 | ||
Atkore International | Line of credit | ABL Credit Facility | ||||||
Debt Instrument [Line Items] | ||||||
Aggregate commitments | 325,000,000 | 325,000,000 | ||||
Credit availability | 286,159,000 | 286,159,000 | $ 172,994,000 | |||
Secured Debt | First Lien Term Loan Facility due December 22, 2023 | ||||||
Debt Instrument [Line Items] | ||||||
Stated interest rate | 2.75% | |||||
First Lien Term Loan Facility due December 22, 2023 | $ 425,000,000 | $ 914,418,000 | $ 914,418,000 | $ 495,134,000 | ||
Shares of stock repurchased (in shares) | 17.2 | |||||
Repurchase of common stock | $ 375,000,000 | |||||
Repayments of debt | 42,000,000 | |||||
Fees and expenses | $ (5,800,000) |
Fair Value Measurements - Narra
Fair Value Measurements - Narrative (Details) - GBP (£) £ in Millions | 9 Months Ended | |
Jun. 29, 2018 | Sep. 30, 2017 | |
Fair Value, Measurements, Recurring | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Forward currency contracts | £ 48.3 | £ 52.6 |
Minimum | Foreign Exchange Contract | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Expected term | 6 months | |
Maximum | Foreign Exchange Contract | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Expected term | 5 years |
Fair Value Measurements - Asset
Fair Value Measurements - Assets and Liabilities Measures On a Gross Basis (Details) - Fair Value, Measurements, Recurring - USD ($) $ in Thousands | Jun. 29, 2018 | Sep. 30, 2017 |
Level 1 | ||
Assets | ||
Cash equivalents | $ 79,132 | $ 571 |
Liabilities | ||
Forward currency contracts | 0 | 0 |
Level 2 | ||
Assets | ||
Cash equivalents | 0 | 0 |
Liabilities | ||
Forward currency contracts | 2,612 | 2,936 |
Level 3 | ||
Assets | ||
Cash equivalents | 0 | 0 |
Liabilities | ||
Forward currency contracts | $ 0 | $ 0 |
Fair Value Measurements - Estim
Fair Value Measurements - Estimated Fair Value (Details) - Secured Debt - First Lien Term Loan Facility due December 22, 2023 - USD ($) $ in Thousands | Jun. 29, 2018 | Sep. 30, 2017 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Carrying Value | $ 915,400 | $ 496,250 |
Fair Value | $ 914,027 | $ 498,979 |
Commitments and Contingencies -
Commitments and Contingencies - Narrative (Details) - USD ($) | Jun. 29, 2018 | Sep. 30, 2017 | Mar. 31, 2017 |
Loss Contingencies [Line Items] | |||
Purchase obligations for rest of fiscal year | $ 145,899,000 | ||
Purchase obligations for year two | 2,601,000 | ||
Special Products Claims and Other Product Liabilities | Minimum | |||
Loss Contingencies [Line Items] | |||
Probable losses | 3,000,000 | ||
Special Products Claims and Other Product Liabilities | Maximum | |||
Loss Contingencies [Line Items] | |||
Probable losses | 10,000,000 | ||
Other Product Liability | |||
Loss Contingencies [Line Items] | |||
Product liability | $ 4,763,000 | $ 5,872,000 | |
Antidumping Duty, Malleable Iron Pipe Fittings from China | |||
Loss Contingencies [Line Items] | |||
Product liability | $ 7,501,000 |
Guarantees - Narrative (Details
Guarantees - Narrative (Details) $ in Thousands | Jun. 29, 2018USD ($) |
Supporting workers compensation | |
Guarantor Obligations [Line Items] | |
Guarantees | $ 9,881 |
Surety bond | |
Guarantor Obligations [Line Items] | |
Guarantees | $ 27,543 |
Related Party Transactions Rela
Related Party Transactions Related Parties (Details) - USD ($) $ / shares in Units, $ in Thousands, shares in Millions | Jan. 22, 2018 | Jun. 29, 2018 | Sep. 30, 2017 |
Related Party Transaction [Line Items] | |||
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 | |
Repurchase of common stock | $ 410,157 | $ 13,938 | |
CD&R Allied Holdings, L.P. | |||
Related Party Transaction [Line Items] | |||
Common stock, par value (in dollars per share) | $ 0.01 | ||
Treasury stock acquired, average cost per share (in usd per share) | $ 21.77 | ||
Repurchase of common stock | $ 375,000 | ||
Common Stock | CD&R Allied Holdings, L.P. | |||
Related Party Transaction [Line Items] | |||
Stock repurchase program, number of shares authorized to be repurchased (in shares) | 17.2 |
Segment Information - Narrative
Segment Information - Narrative (Details) | 9 Months Ended |
Jun. 29, 2018segment | |
Segment Reporting [Abstract] | |
Number of operating segments | 2 |
Segment Information - Shared As
Segment Information - Shared Assets (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Jun. 29, 2018 | Jun. 30, 2017 | Jun. 29, 2018 | Jun. 30, 2017 | ||
Segment Reporting Information [Line Items] | |||||
Net sales | $ 498,014 | $ 397,745 | $ 1,357,572 | $ 1,108,127 | [1] |
Income (Loss) from Continuing Operations, Adjusted Earnings before Interest, Taxes, Depreciation and Amortization (EBITDA) | 86,474 | 67,024 | 226,569 | 187,066 | |
Electrical Raceway | |||||
Segment Reporting Information [Line Items] | |||||
Net sales | 369,812 | 288,111 | 1,010,523 | 800,677 | |
MP&S | |||||
Segment Reporting Information [Line Items] | |||||
Net sales | 128,202 | 109,634 | 347,049 | 307,450 | |
Intersegment Sales | |||||
Segment Reporting Information [Line Items] | |||||
Net sales | (558) | (196) | (1,194) | (1,055) | |
Intersegment Sales | Electrical Raceway | |||||
Segment Reporting Information [Line Items] | |||||
Net sales | 521 | 166 | 1,120 | 980 | |
Intersegment Sales | MP&S | |||||
Segment Reporting Information [Line Items] | |||||
Net sales | 37 | 30 | 74 | 75 | |
Operating Segments | Electrical Raceway | |||||
Segment Reporting Information [Line Items] | |||||
Income (Loss) from Continuing Operations, Adjusted Earnings before Interest, Taxes, Depreciation and Amortization (EBITDA) | 74,461 | 49,661 | 187,025 | 138,465 | |
Operating Segments | MP&S | |||||
Segment Reporting Information [Line Items] | |||||
Income (Loss) from Continuing Operations, Adjusted Earnings before Interest, Taxes, Depreciation and Amortization (EBITDA) | $ 12,013 | $ 17,363 | $ 39,544 | $ 48,601 | |
[1] | Adjusted due to the adoption of ASU 2017-07, Compensation - Retirement Benefits (Topic 715): Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost. See Note 1, ''Basis of Presentation and Summary of Significant Accounting Policies'' for additional information. |
Segment Information - Reconcili
Segment Information - Reconciliation of Operating Segment Income (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Jun. 29, 2018 | Jun. 30, 2017 | Jun. 29, 2018 | Jun. 30, 2017 | ||
Segment Reporting Information [Line Items] | |||||
Operating segment Adjusted EBITDA | $ 86,474 | $ 67,024 | $ 226,569 | $ 187,066 | |
Unallocated expenses | (9,810) | (4,991) | (26,077) | (19,020) | |
Depreciation and amortization | (16,192) | (13,341) | (49,255) | (40,242) | |
Interest expense, net | (12,442) | (5,811) | (28,322) | (20,872) | [1] |
Loss on extinguishment of debt | 0 | 0 | 0 | (9,805) | [1] |
Restructuring and impairments | (407) | 101 | (1,245) | (700) | |
Stock-based compensation | (3,494) | (3,064) | (9,828) | (9,368) | |
Certain legal matters | 0 | 0 | (2,286) | (7,501) | |
Transaction costs | (768) | (845) | (2,676) | (2,543) | |
Gain on sale of a business | 838 | 0 | 27,575 | 0 | |
Gain on sale of joint venture | 0 | 0 | 0 | 5,774 | |
Other | 352 | (177) | (2,249) | 10,306 | |
Income before income taxes | 44,551 | 38,896 | 132,206 | 93,095 | [1] |
Operating Segments | Electrical Raceway | |||||
Segment Reporting Information [Line Items] | |||||
Operating segment Adjusted EBITDA | 74,461 | 49,661 | 187,025 | 138,465 | |
Operating Segments | MP&S | |||||
Segment Reporting Information [Line Items] | |||||
Operating segment Adjusted EBITDA | $ 12,013 | $ 17,363 | $ 39,544 | $ 48,601 | |
[1] | Adjusted due to the adoption of ASU 2017-07, Compensation - Retirement Benefits (Topic 715): Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost. See Note 1, ''Basis of Presentation and Summary of Significant Accounting Policies'' for additional information. |