Atkore (ATKR) investor relations material

Executive summary

• Entered into a definitive agreement to be acquired by Prysmian S.p.A. for $95.00 per share in cash, valuing the enterprise at approximately $3.8 billion, subject to customary closing conditions.

• Net sales for the third quarter were $794.8 million, up 8.1% year-over-year, driven by higher sales volume, increased average selling prices, and favorable foreign exchange, partially offset by divestitures.

• Net income for the quarter was $0.7 million, down from $43.0 million in the prior year, primarily due to a $50 million litigation settlement expense related to PVC antitrust litigation.

• For the nine months ended June 26, 2026, net sales rose 4.0% to $2.18 billion, but the company reported a net loss of $108.3 million, compared to net income of $39.2 million in the prior year.

• Completed divestitures of the HDPE business, surface protection and powder coating business in Belgium, Tectron mechanical tube business, and Vergo G&C.

Financial highlights

• Gross profit for the quarter was $176.3 million, up 2.4% year-over-year, but gross margin declined to 22.2% from 23.4% due to higher input costs.

• Adjusted EBITDA for the quarter was $117.5 million, up 4.9% year-over-year; Adjusted EBITDA margin was 14.8%, down from 15.2% in the prior year.

• Adjusted net income per diluted share was $1.92, up from $1.63 year-over-year; GAAP net income per diluted share was $0.02, down from $1.25.

• Free cash flow for the nine months ended June 26, 2026 was $(130.7) million, down from $107.4 million in the prior year period.

• Cash and cash equivalents at quarter-end were $346.2 million.

Outlook and guidance

• Management expects sufficient liquidity to fund operations and capital needs for at least the next twelve months.

• No updated or reaffirmed financial outlook due to the pending acquisition by Prysmian.

• The pending merger is expected to close upon satisfaction of customary conditions, with ongoing business subject to certain restrictions until closing.