Atkore Inc. - Quarter Report: 2019 March (Form 10-Q)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

________________________________________

FORM 10-Q

_________________________________________



x	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 29, 2019



o	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission file number 001-37793

_________________________________________

Atkore International Group Inc.

(Exact name of registrant as specified in its charter)

_________________________________________



Delaware		90-0631463
(State or other jurisdiction of incorporation or organization)		(IRS Employer Identification No.)

16100 South Lathrop Avenue, Harvey, Illinois 60426

(Address of principal executive offices) (Zip Code)

708-339-1610

(Registrant's telephone number, including area code)

_________________________________________

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes x No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See definitions of "large accelerated filer," "accelerated filer," "smaller reporting company" and "emerging growth company" in Rule 12b-2 of the Exchange Act. (Check one):



Large accelerated filer	x	Accelerated filer	o

Non-accelerated filer	o	Smaller reporting company	o

		Emerging growth company	o
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Securities Act. o

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

_____________________

Securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934:



Title of Each Class	Trading Symbol	Name of Each Exchange on Which Registered
Common Stock, $.01 par value per share	ATKR	New York Stock Exchange

_____________________

As of April 26, 2019, there were 46,261,192 shares of the registrant's common stock, $0.01 par value per share, outstanding.

Table of Contents



	Page No.

PART I. FINANCIAL INFORMATION
Item 1. Financial Statements (Unaudited)	2
Condensed Consolidated Statements of Operations	2
Condensed Consolidated Statements of Comprehensive Income	3
Condensed Consolidated Balance Sheets	4
Condensed Consolidated Statements of Cash Flows	5
Condensed Consolidated Statement of Changes in Shareholders' Equity	6
Notes to Condensed Consolidated Financial Statements	7
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations	24
Item 3. Quantitative and Qualitative Disclosures about Market Risk	36
Item 4. Controls and Procedures	36

PART II. OTHER INFORMATION
Item 1. Legal Proceedings	37
Item 1A. Risk Factors	37
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	37
Item 3. Defaults Upon Senior Securities	37
Item 4. Mine Safety Disclosures	37
Item 5. Other Information	37
Item 6. Exhibits	38
Signatures	39

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

ATKORE INTERNATIONAL GROUP INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)



		Three months ended						Six months ended
(in thousands, except per share data)	Note	March 29, 2019			March 30, 2018			March 29, 2019			March 30, 2018
Net sales		$	469,309		$	445,000		$	921,337		$	859,558
Cost of sales		352,221			335,843			693,993			653,534
Gross profit		117,088			109,157			227,344			206,024
Selling, general and administrative		56,350			60,118			112,729			111,713
Intangible asset amortization	13	8,196			7,765			16,410			16,452
Operating income		52,542			41,274			98,205			77,859
Interest expense, net		13,328			9,286			25,488			15,880
Other (income) expense, net	7	(594		)	(25,962		)	(2,194		)	(25,676		)
Income before income taxes		39,808			57,950			74,911			87,655
Income tax expense	8	10,253			15,392			18,407			17,908
Net income		$	29,555		$	42,558		$	56,504		$	69,747

Net income per share
Basic	9	$	0.62		$	0.83		$	1.18		$	1.22
Diluted	9	$	0.61		$	0.79		$	1.15		$	1.16

See Notes to unaudited condensed consolidated financial statements.

ATKORE INTERNATIONAL GROUP INC.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(Unaudited)



		Three months ended				Six months ended
(in thousands)	Note	March 29, 2019		March 30, 2018		March 29, 2019			March 30, 2018
Net income		$	29,555	$	42,558	$	56,504		$	69,747
Other comprehensive income, net of tax:
Change in foreign currency translation adjustment		952		1,169		(1,794		)	1,500
Change in unrecognized loss related to pension benefit plans	5	15		64		40			129
Total other comprehensive (loss) income	10	967		1,233		(1,754		)	1,629
Comprehensive income		$	30,522	$	43,791	$	54,750		$	71,376

See Notes to unaudited condensed consolidated financial statements.

ATKORE INTERNATIONAL GROUP INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)



(in thousands, except share and per share data)	Note	March 29, 2019			September 30, 2018
Assets
Current Assets:
Cash and cash equivalents		$	51,498		$	126,662
Accounts receivable, less allowance for doubtful accounts of $1,978 and $1,762, respectively		319,769			265,147
Inventories, net	11	220,787			221,753
Prepaid expenses and other current assets		47,374			33,576
Total current assets		639,428			647,138
Property, plant and equipment, net	12	240,188			213,108
Intangible assets, net	13	287,801			291,916
Goodwill	13	179,489			170,129
Deferred tax assets	8	1,076			162
Other long-term assets		1,927			1,607
Total Assets		$	1,349,909		$	1,324,060
Liabilities and Equity
Current Liabilities:
Short-term debt and current maturities of long-term debt	14	$	—		$	26,561
Accounts payable		143,742			156,525
Income tax payable		1,110			542
Accrued compensation and employee benefits		24,470			33,350
Customer liabilities	1	42,723			3,377
Other current liabilities		40,664			52,392
Total current liabilities		252,709			272,747
Long-term debt	14	884,095			877,686
Deferred tax liabilities	8	23,752			16,510
Other long-term tax liabilities		918			1,443
Pension liabilities		15,906			17,075
Other long-term liabilities		14,032			16,540
Total Liabilities		1,191,412			1,202,001
Equity:
Common stock, $0.01 par value, 1,000,000,000 shares authorized, 46,216,192 and 47,079,645 shares issued and outstanding, respectively		463			472
Treasury stock, held at cost, 260,900 and 260,900 shares, respectively		(2,580		)	(2,580		)
Additional paid-in capital		464,082			457,978
Accumulated deficit		(282,943		)	(317,373		)
Accumulated other comprehensive loss	10	(20,525		)	(16,438		)
Total Equity		158,497			122,059
Total Liabilities and Equity		$	1,349,909		$	1,324,060

See Notes to unaudited condensed consolidated financial statements.

ATKORE INTERNATIONAL GROUP INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)



		Six months ended
(in thousands)	Note	March 29, 2019			March 30, 2018
Operating activities:
Net income		$	56,504		$	69,747
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		36,301			33,063
Deferred income taxes	8	(1,101		)	(3,667		)
Gain on sale of a business	4	—			(26,737		)
Stock-based compensation		4,816			6,334
Other adjustments to net income		3,046			4,611
Changes in operating assets and liabilities, net of effects from acquisitions
Accounts receivable		(4,839		)	(23,636		)
Inventories		8,540			(11,691		)
Accounts payable		(19,135		)	(1,194		)
Other, net		(41,343		)	6,388
Net cash provided by operating activities		42,789			53,218
Investing activities:
Capital expenditures		(14,712		)	(17,173		)
Divestiture of business		—			42,000
Acquisition of businesses, net of cash acquired	3	(57,899		)	(3,350		)
Other, net		(194		)	1,469
Net cash used in (provided by) investing activities		(72,805		)	22,946
Financing activities:
Borrowings under credit facility		17,000			309,000
Repayments under credit facility		(17,000		)	(394,000		)
Repayments of short-term debt	14	(20,980		)	(3,550		)
Repayments of long-term debt		—			(1,217		)
Issuance of long-term debt		—			426,217
Payment for debt financing costs and fees		—			(5,767		)
Issuance of common stock		1,291			5,299
Repurchase of common stock		(24,419		)	(381,805		)
Other, net		(677		)	(78		)
Net cash used for financing activities		(44,785		)	(45,901		)
Effects of foreign exchange rate changes on cash and cash equivalents		(363		)	911
Decrease in cash and cash equivalents		(75,164		)	31,174
Cash and cash equivalents at beginning of period		126,662			45,718
Cash and cash equivalents at end of period		$	51,498		$	76,892
Supplementary Cash Flow information
Capital expenditures, not yet paid		$	626		$	534

See Notes to unaudited condensed consolidated financial statements.

ATKORE INTERNATIONAL GROUP INC.

CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY

(Unaudited)



	Common Stock					Treasury Stock			Additional Paid-in Capital		Accumulated Deficit			Accumulated Other Comprehensive Income (Loss)			Total Equity
(in thousands)	Shares		Amount			Amount			Additional Paid-in Capital		Accumulated Deficit			Accumulated Other Comprehensive Income (Loss)			Total Equity
Balance as of September 30, 2017	63,305		$	634		$	(2,580	)	$	423,232	$	(42,433	)	$	(17,982	)	$	360,871
Net income	—		—			—			—		27,189			—			27,189
Other comprehensive income	—		—			—			—		—			396			396
Stock-based compensation	—		—			—			3,564		—			—			3,564
Issuance of common stock	565		6			—			3,322		—			—			3,328
Repurchase of common stock	(351	)	(4		)	—			—		(6,676		)	—			(6,680		)
Balance as of December 29, 2017	63,519		636			(2,580		)	430,118		(21,920		)	(17,586		)	388,668
Net income	—		—			—			—		42,558			—			42,558
Other comprehensive income	—		—			—			—		—			1,233			1,233
Stock-based compensation	—		—			—			2,770		—			—			2,770
Issuance of common stock	291		3			—			1,968		—			—			1,971
Repurchase of common stock	(17,232	)	(172		)	—			—		(374,953		)	—			(375,125		)
Balance as of March 30, 2018	46,578		467			(2,580		)	434,856		(354,315		)	(16,353		)	62,075



	Common Stock					Treasury Stock			Additional Paid-in Capital			Accumulated Deficit			Accumulated Other Comprehensive Income (Loss)			Total Equity
(in thousands)	Shares		Amount			Amount			Additional Paid-in Capital			Accumulated Deficit			Accumulated Other Comprehensive Income (Loss)			Total Equity
Balance as of September 30, 2018	47,080		$	472		$	(2,580	)	$	457,978		$	(317,373	)	$	(16,438	)	$	122,059
Net income	—		—			—			—			26,949			—			26,949
Other comprehensive loss	—		—			—			—			—			(2,721		)	(2,721		)
Stock-based compensation	—		—			—			2,982			—			—			2,982
Issuance of common stock	131		1			—			(696		)	—			—			(695		)
Repurchase of common stock	(1,230	)	(12		)	—			—			(24,407		)	—			(24,419		)
Balance as of December 28, 2018	45,981		461			(2,580		)	460,264			(314,831		)	(19,159		)	124,155
Net income	—		—			—			—			29,555			—			29,555
Other comprehensive income	—		—			—			—			—			967			967
Reclassification of stranded tax benefits ⁽¹⁾	—		—			—			—			2,333			(2,333		)	—
Stock-based compensation	—		—			—			1,834			—			—			1,834
Issuance of common stock	235		2			—			1,984			—			—			1,986
Balance as of March 29, 2019	46,216		$	463		$	(2,580	)	$	464,082		$	(282,943	)	$	(20,525	)	$	158,497

(1) Due to the adoption of ASU 2018-02.

See Notes to unaudited condensed consolidated financial statements.

ATKORE INTERNATIONAL GROUP INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

(dollars and shares in thousands, except per share data)

1. BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

Organization and Ownership Structure — Atkore International Group Inc. (the "Company", "Atkore" or "AIG") 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, 2018 filed with the U.S. Securities and Exchange Commission (the "SEC") on November 28, 2018, 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 15, ''Fair Value Measurements'' for further detail.

Recent Accounting Pronouncements

A summary of recently adopted accounting guidance is 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
2014-09 Revenue from Contracts with Customers and subsequent amendments	The Accounting Standards Update ("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 adopted the guidance in the first quarter of 2019 using the modified retrospective method. See Note 2, "Revenue from Contracts with Customers" for further detail.	2	2019
2018-02 Income Statement - Reporting Comprehensive Income (Topic 220): Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income	The ASU provided entities with the option to reclassify tax effects stranded in accumulated other comprehensive income as a result of the "H.R.1", also known as the "Tax Cuts and Jobs Act" ("TCJA") to retained earnings.	The Company elected to adopt the guidance early in the quarter ended March 29, 2019. As a result of adoption of the ASU, we reclassified $2,333 of stranded tax benefits related to our pension plans out of Accumulated other comprehensive loss and into Accumulated deficit for the quarter ended March 29, 2019. The Company's policy is to release the tax effects as the related amounts in other comprehensive income are recognized in net income.	10	2019

A summary of accounting guidance not yet adopted is 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
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, deployed lease landscape surveys, selected a software provider and is currently evaluating the impact of adoption of this ASU on its consolidated financial statements.	2020
2018-07 Improvements to Nonemployee Share-Based Payment Accounting.	ASU 2018-07 simplifies the accounting for share-based payments to nonemployees by aligning it with the accounting for share-based payments to employees, with certain exceptions.	Under evaluation.	2020
2018-13 Disclosure Framework - Changes to the Disclosure Requirements for Fair Value Measurement	The ASU amends Accounting Standard Codification ("ASC") 820 to add, remove and clarify disclosure requirements related to fair value measurements.	Under evaluation.	2020
2018-14 Disclosure Framework - Changes to the Disclosure Requirements for Defined Benefit Plans	The ASU amends ASC 715 to add, remove and clarify disclosure requirements related to defined benefit pension and other postretirement plans.	Under evaluation.	2021

2. REVENUE FROM CONTRACTS WITH CUSTOMERS

In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers, and issued subsequent amendments to the initial guidance in August 2015, March 2016, April 2016, and December 2016 within ASU 2015-14, ASU 2016-08, ASU 2016-10 and ASU 2016-20, respectively. The core principle of this new revenue recognition guidance is that a company will recognize revenue when promised goods or services are transferred to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. The new guidance defines a five-step process to implement this core principle. The new guidance 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 new guidance provides for two transition methods, a full retrospective approach and a modified retrospective approach. The Company adopted the new guidance on October 1, 2018 utilizing the modified retrospective method of adoption for contracts not completed at the adoption date and determined there were no changes required to its reported revenues and earnings as a result of the adoption. The impacts to the consolidated financial statements consist of balance sheet reclassifications including amounts associated with the changes in the classification of reserves related to volume rebates and returns reserves. The Company has also enhanced its disclosures of revenue to comply with the new guidance. The impact to the Company’s financial statements as of March 29, 2019 was as follows:



	As of March 29, 2019
Balance Sheet	As Reported	Balances before adoption of ASC 606	Effect of Adoption Higher/(Lower)
Accounts Receivable, net	319,769	281,113	38,656
Customer liabilities	42,723	4,067	38,656

The Company’s revenue arrangements primarily consist of a single performance obligation to transfer promised goods which is satisfied at a point in time when title, risks and rewards of ownership, and subsequently control have transferred to the customer. This generally occurs when the product is shipped to the customer, with an immaterial amount of transactions in

which control transfers upon delivery. The Company primarily offers assurance-type standard warranties that do not represent separate performance obligations.

The Company has certain arrangements that require it to estimate at the time of sale the amounts of variable consideration that should not be recorded as revenue as certain amounts are not expected to be collected from customers, as well as an estimate of the value of products to be returned. The Company principally relies on historical experience, specific customer agreements, and anticipated future trends to estimate these amounts at the time of sale and to reduce the transaction price. These arrangements include sales discounts and allowances, volume rebates, and returned goods.

As part of the adoption of the new revenue standard, the Company has elected to utilize certain practical expedients. The Company records amounts billed to customers for reimbursement of shipping and handling costs within revenue. Shipping and handling costs associated with outbound freight after control over a product has transferred to a customer are accounted for as fulfillment costs and are included in cost of goods sold. Sales taxes and other usage-based taxes are excluded from revenue. The practical expedient not to disclose information about remaining performance obligations has also been elected as these obligations have an original duration of one year or less. The Company does not evaluate whether the selling price includes a financing interest component for contracts that are less than a year. The Company also expenses costs incurred to obtain a contract, primarily sales commissions, as all obligations will be settled in less than one year.

The Company typically receives payment 30 to 60 days from the point it has satisfied the related performance obligation. See Note 18, ''Segment Information'' for revenue disaggregated by geography and product categories.

3. 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 October 1, 2018, the Company acquired all of the outstanding stock of Vergokan International NV ("Vergokan") for a purchase price of $57,899, net of cash received. Vergokan is a leading manufacturer of cable tray and cable ladder systems, underfloor installations and industrial floor trunking that serves industrial, power and energy, commercial and infrastructure sectors in more than 45 countries. This transaction provides Atkore with an expanded presence in Western Europe and strengthens the Company's electrical portfolio of cable management products within the Electrical Raceway segment. The Company incurred approximately $148 for acquisition-related expenses for Vergokan which were recorded as a component of selling, general and administrative expenses for the three and six months ended March 29, 2019. The Company incurred approximately $293 for acquisition-related expenses for Vergokan which were recorded as a component of selling, general and administrative expenses for the three and twelve months ended September 30, 2018.

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:



(in thousands)	Vergokan
Fair value of consideration transferred:
Cash consideration	$	58,728
Fair value of assets acquired and liabilities assumed:
Cash	829
Accounts receivable	8,761
Inventories	11,434
Intangible assets	12,621
Fixed assets	32,490
Accounts payable	(18,716		)
Other	1,680
Net assets acquired	49,099
Excess purchase price attributed to goodwill acquired	$	9,629

The following table summarizes the fair value of intangible assets as of the acquisition date:



	Vergokan
($ in thousands)	Fair Value		Weighted Average Useful Life (Years)
Customer relationships	$	10,535	12.0
Other	2,086		9.0
Total intangible assets	$	12,621

The purchase price allocation, intangible asset values and related estimates of useful lives for Vergokan are preliminary, as the Company is finalizing its fair value estimates of intangible assets, fixed assets and working capital items.

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.

4. 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	$	42,000
Net assets divested	15,263
Gain on sale of a business	$	26,737

Net assets divested included $2,626 of goodwill. For the three months ended March 30, 2018 a preliminary gain on the sale of the business was recorded as a component of Other (income) expense, net for $26,737. An additional working capital adjustment of $838 was recorded for the three months ended June 29, 2018.

5. POSTRETIREMENT BENEFITS

The Company provides pension benefits through a number of noncontributory and contributory defined benefit retirement plans covering eligible U.S. employees. As of September 30, 2017, all defined pension benefit plans were frozen, whereby participants no longer accrue credited service. The net periodic benefit credit was as follows:



		Three months ended						Six months ended
(in thousands)	Note	March 29, 2019			March 30, 2018			March 29, 2019			March 30, 2018
Interest cost		1,166			1,025			$	2,332		$	2,049
Expected return on plan assets		(1,593		)	(1,604		)	(3,186		)	(3,207		)
Amortization of actuarial loss		25			86			50			171
Net periodic benefit credit	7	$	(402	)	$	(493	)	$	(804	)	$	(987	)

6. 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 (a)			Other (a)			Severance			Other			Severance			Total
Balance as of September 30, 2017	$	449		$	—		$	278		$	10		$	—		$	737
Charges	536			1,130			97			179			98			2,040
Utilization	(787		)	(820		)	(178		)	(160		)	(98		)	(2,043		)
Reversal	—			—			(191		)	—			—			(191		)
Exchange rate effects	14			—			(6		)	—			—			8
Balance as of September 30, 2018	212			310			—			29			—			551
Charges	611			1,861			—			—			—			2,472
Utilization	(512		)	(2,171		)	—			(29		)	—			(2,712		)
Balance as of March 29, 2019	$	312		$	—		$	—		$	—		$	—		$	312

(a) Primarily related to Atkore's commitment to close certain facilities as part of its continuing effort to realign its strategic focus. The Company recorded severance restructuring charges of $611 and $129 related to termination benefits during the six months ended March 29, 2019 and March 30, 2018, respectively. The Company recorded other restructuring charges to close facilities of $1,834 and $523 for the six months ended March 29, 2019 and March 30, 2018, respectively.

The Company expects to utilize all restructuring accruals as of March 29, 2019 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				Six months ended
(in thousands)	March 29, 2019		March 30, 2018		March 29, 2019		March 30, 2018
Total restructuring charges, net	$	1,085	$	576	$	2,472	$	838

7. OTHER (INCOME) EXPENSE, NET

Other (income) expense, net consisted of the following:



	Three months ended						Six months ended
(in thousands)	March 29, 2019			March 30, 2018			March 29, 2019			March 30, 2018
Gain on sale of a business	—			(26,737		)	—			(26,737		)
Undesignated foreign currency derivative instruments	1,112			2,511			(1,467		)	3,735
Foreign exchange (gain) loss on intercompany loans	(1,318		)	(2,135		)	63			(2,579		)
Debt modification costs	—			892			—			892
Pension-related benefits	(402		)	(493		)	(804		)	(987		)
Other	14			—			14			—
Other (income) expense, net	$	(594	)	$	(25,962	)	$	(2,194	)	$	(25,676	)

8. INCOME TAXES

On December 22, 2017, "H.R.1," also known as the "Tax Cuts and Jobs Act" ("TCJA"), was signed into law. TCJA 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, the elimination of the domestic production activities deduction and a new provision designed to tax global intangible low-taxed income ("GILTI"). 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 value of the Company’s net deferred tax liability on the balance sheet decreased as a result of the enacted tax rates creating a one-time tax benefit to the Company; the preliminary analysis of the impact, using December 29, 2017 values, was an estimated decrease to the net deferred tax liability of $4,758, which was recognized in the first quarter of fiscal 2018. The SEC Staff Accounting Bulletin No. 118 allowed for a measurement period of up to one year from the date of enactment; during the course of the fiscal year ended September 30, 2018, the Company recorded an adjustment to the re-measurement of deferred tax liabilities of an additional $708 benefit as a result of updated estimates. For the period ended December 28, 2018, the Company finalized the re-measurement with no additional adjustments. The Company has an accumulated earnings and profit deficit in the foreign jurisdictions in which it operates. The Company completed its calculation and did not have an income tax liability from the one-time transition tax on the deemed repatriation of its foreign earnings.

The GILTI provision of TCJA requires certain income earned by controlled foreign corporations ("CFCs") to be included currently in the gross income of the CFC's controlling U.S. shareholder. In accordance with accounting standards applicable to income taxes, there is allowed an accounting policy choice of either (1) treating taxes due on U.S. inclusions in taxable income related to GILTI as a current period expense when incurred (the “period cost method”) or (2) factoring such amounts into the Company’s measurement of its deferred taxes (the “deferred method”). The Company has elected the period method and included an estimate of the GILTI tax in the Company’s annualized effective tax rate.

For the three months ended March 29, 2019 and March 30, 2018, the Company's effective tax rate attributable to income before income taxes was 25.8% and 26.6%, respectively. For the three months ended March 29, 2019 and March 30, 2018, the Company's income tax expense was $10,253 and $15,392 respectively. The decrease in the current period effective tax rate was primarily due to the use of 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 certain nondeductible costs in the prior period.

For the six months ended March 29, 2019 and March 30, 2018, the Company's effective tax rate attributable to income before income taxes was 24.6% and 20.4%, respectively. For the six months ended March 29, 2019 and March 30, 2018, the Company's income tax expense was $18,407 and $17,908 respectively. The increase in the effective tax rate was primarily due to the prior year benefit of the one-time re-measurement of deferred taxes as a result of the Tax Cuts and Jobs Act, which was recorded in the first quarter of fiscal 2018.

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. For the six months ended March 29, 2019, the Company has partially released a valuation allowance for $266 on deferred tax assets in its Asia Pacific business due to an increase in forecasted taxable income. 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 six months ended March 29, 2019, the balance of unrecognized tax benefits decreased by $536 upon the resolution of a state audit item.

For the six months ended March 29, 2019, 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.

9. EARNINGS PER SHARE

For the three and six months ended March 29, 2019, the Company calculated 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.

For the three and six months ended March 30, 2018, the Company calculated basic and diluted earnings per common share using the treasury stock method as net income allocated to participating securities was not significant. Basic earnings per common share was computed by dividing net income available to common stockholders by the weighted-average number of shares of common stock outstanding for the period. Diluted earnings per share was computed by dividing net income available to common stockholders by the weighted-average number of shares of common stock outstanding for the period, adjusted to include the number of shares of common stock that would have been outstanding had potentially dilutive shares of common stock been issued.

The following table sets forth the computation of basic and diluted earnings per share:



	Three months ended				Six months ended
(in thousands, except per share data)	March 29, 2019		March 30, 2018		March 29, 2019		March 30, 2018
Numerator:
Net income	$	29,555	$	42,558	$	56,504	$	69,747
Less: Undistributed earnings allocated to participating securities	857		—		1,507		—
Net income available to common shareholders	$	28,698	$	42,558	$	54,997	$	69,747

Denominator:
Basic weighted average common shares outstanding	46,079		51,367		46,529		57,287
Effect of dilutive securities: Non-participating employee stock options ⁽¹⁾	1,290		2,636		1,288		2,658
Diluted weighted average common shares outstanding	47,369		54,003		47,817		59,945
Basic earnings per share	$	0.62	$	0.83	$	1.18	$	1.22
Diluted earnings per share	$	0.61	$	0.79	$	1.15	$	1.16


(1) Stock options to purchase approximately 0.4 million and 0.3 million shares of common stock were outstanding during the three months ended March 29, 2019 and March 30, 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 0.5 million and 0.4 million shares of common stock were outstanding during the six months ended March 29, 2019 and March 30, 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.

10. ACCUMULATED OTHER COMPREHENSIVE LOSS

The following table presents the changes in accumulated other comprehensive loss by component for the six months ended March 29, 2019 and March 30, 2018:



(in thousands)	Defined benefit pension items			Currency translation adjustments			Total
Balance as of September 30, 2018	$	(6,048	)	$	(10,390	)	$	(16,438	)
Other comprehensive loss before reclassifications	—			(1,794		)	(1,794		)
Amounts reclassified from accumulated other comprehensive loss, net of tax	40			—			40
Net current period other comprehensive (loss)	40			(1,794		)	(1,754		)
Reclassification of stranded tax benefits ⁽¹⁾	(2,333		)	—			(2,333		)
Balance as of March 29, 2019	$	(8,341	)	$	(12,184	)	$	(20,525	)

(1) Due to the adoption of ASU 2018-02.



(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	—			1,500			1,500
Amounts reclassified from accumulated other comprehensive loss, net of tax	129			—			129
Net current period other comprehensive income	129			1,500			1,629
Balance as of March 30, 2018	$	(10,316	)	$	(6,037	)	$	(16,353	)

The following table presents the changes in accumulated other comprehensive loss by component for the three months ended March 29, 2019 and March 30, 2018:



(in thousands)	Defined benefit pension items			Currency translation adjustments			Total
Balance as of December 28, 2018	$	(6,023	)	$	(13,136	)	$	(19,159	)
Other comprehensive income before reclassifications	—			952			952
Amounts reclassified from accumulated other comprehensive loss, net of tax	15			—			15
Net current period other comprehensive (loss) income	15			952			967
Reclassification of stranded tax benefits ⁽¹⁾	(2,333		)	—			(2,333		)
Balance as of March 29, 2019	$	(8,341	)	$	(12,184	)	$	(20,525	)

(1) Due to the adoption of ASU 2018-02.



(in thousands)	Defined benefit pension items			Currency translation adjustments			Total
Balance as of December 29, 2017	$	(10,380	)	$	(7,206	)	$	(17,586	)
Other comprehensive income before reclassifications	—			1,169			1,169
Amounts reclassified from accumulated other comprehensive loss, net of tax	64			—			64
Net current period other comprehensive income	64			1,169			1,233
Balance as of March 30, 2018	$	(10,316	)	$	(6,037	)	$	(16,353	)

11. 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 76% and 80% of the Company's inventories were valued at the lower of LIFO cost or market at March 29, 2019 and September 30, 2018, respectively. Interim LIFO determinations, including those at March 29, 2019, are based on management's estimates of future inventory levels and costs for the remainder of the current fiscal year.



(in thousands)	March 29, 2019		September 30, 2018
Purchased materials and manufactured parts, net	$	49,664	$	58,572
Work in process, net	24,276		21,769
Finished goods, net	146,847		141,412
Inventories, net	$	220,787	$	221,753

Total inventories would be $15,088 and $26,340 higher than reported as of March 29, 2019 and September 30, 2018, respectively, if the first-in, first-out method was used for all inventories. As of March 29, 2019, and September 30, 2018, the excess and obsolete inventory reserve was $16,052 and $12,909, respectively.

12. PROPERTY, PLANT AND EQUIPMENT

As of March 29, 2019, and September 30, 2018, property, plant and equipment at cost and accumulated depreciation were as follows:



(in thousands)	March 29, 2019			September 30, 2018
Land	$	19,815		$	13,295
Buildings and related improvements	121,477			108,758
Machinery and equipment	292,330			262,078
Leasehold improvements	8,105			7,382
Software	24,350			30,502
Construction in progress	18,971			16,777
Property, plant and equipment	485,048			438,792
Accumulated depreciation	(244,860		)	(225,684		)
Property, plant and equipment, net	$	240,188		$	213,108

Depreciation expense for the three months ended March 29, 2019 and March 30, 2018 totaled $10,084 and $8,088, respectively. Depreciation expense for the six months ended March 29, 2019 and March 30, 2018 totaled $19,891 and $16,611, respectively.

13. 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, 2018	$	133,566		$	36,563	$	170,129
Goodwill acquired during year	9,629			—		9,629
Exchange rate effects	(269		)	—		(269		)
Balance as of March 29, 2019	$	142,926		$	36,563	$	179,489

Goodwill balances as of October 1, 2018 and March 29, 2019 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 ASC 350, "Intangibles - Goodwill and Other." The measurement date is the first day of the fourth fiscal quarter, or more frequently, if events or circumstances indicate that it is more likely than not that the fair value of a reporting unit or the respective indefinite-lived trade name is less than the carrying value.

The following table provides the gross carrying value, accumulated amortization and net carrying value for each major class of intangible assets:



		March 29, 2019							September 30, 2018
($ 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	10	$	340,520	$	(156,884	)	$	183,636	$	330,295	$	(141,401	)	$	188,894
Other	8	18,086		(6,801		)	11,285		16,003		(5,861		)	10,142
Total		358,606		(163,685		)	194,921		346,298		(147,262		)	199,036
Indefinite-lived intangible assets:
Trade names		92,880		—			92,880		92,880		—			92,880
Total		$	451,486	$	(163,685	)	$	287,801	$	439,178	$	(147,262	)	$	291,916

Other intangible assets consist of definite-lived trade names, technology, non-compete agreements and backlogs. Amortization expense for the three months ended March 29, 2019 and March 30, 2018 was $8,196 and $7,765, respectively. Amortization expense for the six months ended March 29, 2019 and March 30, 2018 was $16,410 and $16,452, respectively. Expected amortization expense for intangible assets for the remainder of fiscal 2019 and over the next five years and thereafter is as follows:



(in thousands)
Remaining 2019	$	16,503
2020	30,573
2021	30,440
2022	29,108
2023	28,988
2024	24,451
Thereafter	34,858

Actual amounts of amortization may differ from estimated amounts due to additional intangible asset acquisitions, impairment of intangible assets and other events.

14. DEBT

Debt as of March 29, 2019 and September 30, 2018 was as follows:



(in thousands)	March 29, 2019			September 30, 2018
First Lien Term Loan Facility due December 22, 2023	$	891,272		$	912,162
Deferred financing costs	(7,382		)	(8,194		)
Other	205			279
Total debt	$	884,095		$	904,247
Less: Current portion	—			26,561
Long-term debt	$	884,095		$	877,686

The asset-based credit facility (the "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 $304,318 and $315,119 as of March 29, 2019 and September 30, 2018, respectively.

During the three months ended March 29, 2019, the Company made an accelerated repayment of $18,680 of principal on the First Lien Loan, which was calculated by a formula based on 2018 excess cash flows and a leverage ratio as defined within the Term Loan Agreement. As a result, there are no principal payments due in the next twelve months.

15. 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 six years. Short-term forward currency contracts are recorded in either other current assets or other current liabilities and long-term forward currency contracts are recorded in other long-term liabilities in the condensed consolidated balance sheet. The fair value gains and losses are included in other (income) expense, net within the condensed consolidated statements of operations. See Note 7, ''Other (Income) Expense, net'' for further detail.

The total notional amount of undesignated forward currency contracts were £45.8 million and £49.1 million as of March 29, 2019 and September 30, 2018, 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:



	March 29, 2019						September 30, 2018
(in thousands)	Level 1		Level 2		Level 3		Level 1		Level 2		Level 3
Assets
Cash equivalents	$	12,433	$	—	$	—	$	28,175	$	—	$	—
Forward currency contracts	—		6		—		—		—		—
Liabilities
Forward currency contracts	—		467		—		—		1,857		—

The Company's remaining financial instruments consist primarily of cash, accounts receivable and accounts payable whose carrying value approximate their fair value due to their short-term nature.

The estimated fair value of financial instruments not carried at fair value in the condensed consolidated balance sheets were as follows:



	March 29, 2019				September 30, 2018
(in thousands)	Carrying Value		Fair Value		Carrying Value		Fair Value
First Lien Term Loan Facility due December 22, 2023	$	892,120	$	879,898	$	913,100	$	916,113

In determining the approximate fair value of its long-term debt, the Company used the trading values among financial institutions, and these values fall 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.

16. COMMITMENTS AND CONTINGENCIES

The Company has obligations related to commitments to purchase certain goods. As of March 29, 2019, such obligations were $170,458 for the rest of fiscal year 2019 and $3,576 for fiscal year 2020 and beyond. 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. ("Tyco"), 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 were $1,150 and $6,755 as of March 29, 2019 and September 30, 2018, respectively. As of March 29, 2019, the Company believes that the range of losses for product liability claims is between $1,000 and $9,000.

During the quarter ended December 28, 2018, Tyco and the Company agreed with a plaintiff to settle one Special

Products Claim that was to go to trial. The Company agreed to fund the total settlement in exchange for Tyco's agreement to cap the Company's Special Products Claim deductible at $12,000, as opposed to the $13,000 cap negotiated within the original indemnity agreement. As of March 29, 2019, the cap has been satisfied and Tyco, now Johnson Controls International plc, is contractually obligated to indemnify the Company in respect of claims of incompatibility between the Company's antimicrobial coated steel sprinkler pipe and CPVC pipe used in the same sprinkler system.

At this time, the Company does not expect the outcome of the Special Products Claims proceedings, either individually or in the aggregate, to have a material adverse effect on its business, financial condition, results of operations or cash flows, and the Company believes that its reserves are adequate for all remaining contingencies for Special Products Claims.

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.

17. GUARANTEES

The Company had outstanding letters of credit totaling $10,795 supporting workers' compensation and general liability insurance policies as of March 29, 2019. The Company also had surety bonds primarily related to performance guarantees on supply agreements and construction contracts, and payment of duties and taxes totaling $20,083 as of March 29, 2019.

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.

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 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 (loss) from operations before income taxes, adjusted to exclude unallocated expenses, depreciation and amortization, interest expense, net, gain (loss) on extinguishment of debt, restructuring and impairments, stock-based compensation, certain legal matters, transaction costs, gain on sale of joint venture and other items, such as inventory reserves and adjustments, release of indemnified uncertain tax positions, and the impact of foreign exchange gains or losses.

Intersegment transactions primarily consist of product sales at designated transfer prices on an arm's-length basis. Gross profit earned and reported within the segment is eliminated in the Company's consolidated results. Certain manufacturing and distribution expenses are allocated between the segments on a pro rata basis due to the shared nature of activities. Recorded amounts represent a proportional amount of the quantity of product produced for each segment. Certain assets, such as machinery and equipment and facilities, are not allocated to each segment despite serving both segments. These shared assets are reported within the MP&S segment. We allocate certain corporate operating expenses that directly benefit our operating segments, such as insurance and information technology, on a basis that reasonably approximates an estimate of the use of these services.



	Three months ended
	March 29, 2019							March 30, 2018
(in thousands)	External Net Sales		Intersegment Sales			Adjusted EBITDA		External Net Sales		Intersegment Sales			Adjusted EBITDA
Electrical Raceway	$	353,119	$	395		$	67,375	$	324,706	$	81		$	56,404
MP&S	116,190		—			17,421		120,294		16			16,722
Eliminations	—		(395		)			—		(97		)
Consolidated operations	$	469,309	$	—				$	445,000	$	—



	Six months ended
	March 29, 2019							March 30, 2018
(in thousands)	External Net Sales		Intersegment Sales			Adjusted EBITDA		External Net Sales		Intersegment Sales			Adjusted EBITDA
Electrical Raceway	$	696,334	$	586		$	135,864	$	640,711	$	599		$	112,564
MP&S	225,003		—			28,308		218,847		37			27,531
Eliminations	—		(586		)			—		(636		)
Consolidated operations	$	921,337	$	—				$	859,558	$	—

Presented below is a reconciliation of operating segment Adjusted EBITDA to Income before income taxes:



	Three months ended						Six months ended
(in thousands)	March 29, 2019			March 30, 2018			March 29, 2019			March 30, 2018
Operating segment Adjusted EBITDA
Electrical Raceway	$	67,375		$	56,404		$	135,864		$	112,564
MP&S	17,421			16,722			28,308			27,531
Total	84,796			73,126			164,172			140,095
Unallocated expenses ^(a)	(7,702		)	(7,785		)	(17,055		)	(16,267		)
Depreciation and amortization	(18,280		)	(15,853		)	(36,301		)	(33,063		)
Interest expense, net	(13,328		)	(9,286		)	(25,488		)	(15,880		)
Restructuring and impairments	(1,085		)	(576		)	(2,472		)	(838		)
Stock-based compensation	(1,834		)	(2,770		)	(4,816		)	(6,334		)
Certain legal matters	—			(2,286		)	—			(2,286		)
Transaction costs	(123		)	(1,263		)	(287		)	(1,908		)
Gain on sale of a business	—			26,737			—			26,737
Other^(b)	(2,636		)	(2,094		)	(2,842		)	(2,601		)
Income before income taxes	$	39,808		$	57,950		$	74,911		$	87,655

(a) Represents unallocated selling, general and administrative activities and associated expenses including, in part, executive, legal, finance, human resources, information technology, business development and communications, as well as certain costs and earnings of employee-related benefits plans, such as stock-based compensation and a portion of self-insured medical costs.

(b) Represents other items, such as inventory reserves and adjustments, release of indemnified uncertain tax positions and the impact of foreign exchange gains or losses.

The Company's net sales by geography were as follows for the three and six months ended March 29, 2019 and March 30, 2018:



	Three months ended				Six months ended
(in thousands)	March 29, 2019		March 30, 2018		March 29, 2019		March 30, 2018
United States	$	408,007	$	398,838	$	803,635	$	772,666
Other Americas	8,977		9,714		18,209		17,715
Europe	38,808		23,385		72,670		43,685
Asia-Pacific	13,517		13,063		26,823		25,492
Total	$	469,309	$	445,000	$	921,337	$	859,558

The table below shows the amount of net sales from external customers for each of the Company's product categories which accounted for 10% or more of consolidated net sales in either period for the three and six months ended March 29, 2019 and March 30, 2018:



	Three months ended				Six months ended
(in thousands)	March 29, 2019		March 30, 2018		March 29, 2019		March 30, 2018
Metal Electrical Conduit and Fittings	$	134,131	$	120,747	$	265,378	229,010
Armored Cable and Fittings	88,629		82,826		172,973		169,041
PVC Electrical Conduit and Fittings	66,183		71,133		134,416		147,359
Cable Tray and Cable Ladders	51,138		36,983		96,912		71,099
Other raceway products	13,038		13,017		26,655		24,202
Electrical Raceway	353,119		324,706		696,334		640,711

Mechanical Pipe	62,039		59,867		122,707		110,512
Metal Framing and Fittings	30,450		27,407		59,061		52,310
Other MP&S products	23,701		33,020		43,235		56,025
MP&S	116,190		120,294		225,003		218,847
Net sales	$	469,309	$	445,000	$	921,337	$	859,558

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

The following information should be read in conjunction with the unaudited condensed consolidated financial statements and related notes included in this report. The following discussion may contain forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could differ materially from those discussed in these forward- looking statements. Factors that could cause or contribute to these differences include those factors discussed below and included or referenced elsewhere in this report, particularly in the sections entitled "Forward-Looking Statements" and "Risk Factors".

Use of Non-GAAP Measures

Adjusted EBITDA and Adjusted EBITDA Margin

We use Adjusted EBITDA and Adjusted EBITDA Margin in evaluating the performance of our business and in the preparation of our annual operating budgets and as indicators of business performance and profitability. We believe Adjusted EBITDA and Adjusted EBITDA Margin allow us to readily view operating trends, perform analytical comparisons and identify strategies to improve operating performance.

We define Adjusted EBITDA as net income (loss) before: depreciation and amortization, interest expense, net, loss (gain) on extinguishment of debt, income tax expense (benefit), restructuring and impairments, stock-based compensation, 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. We believe Adjusted EBITDA, when presented in conjunction with comparable accounting principles generally accepted in the United States of America ("GAAP") measures, is useful for investors because management uses Adjusted EBITDA in evaluating the performance of our business. We define Adjusted EBITDA Margin as Adjusted EBITDA as a percentage of net sales.

Adjusted EBITDA is not considered a measure of financial performance under GAAP and the items excluded therefrom are significant components in understanding and assessing our financial performance. Adjusted EBITDA has limitations as an analytical tool and should not be considered in isolation or as an alternative to such GAAP measures as net income (loss), cash flows provided by or used in operating, investing or financing activities or other financial statement data presented in our consolidated financial statements as an indicator of financial performance or liquidity. Some of these limitations are:


•	Adjusted EBITDA does not reflect changes in, or cash requirements for, working capital needs;


•	Adjusted EBITDA does not reflect interest expense, net, or the requirements necessary to service interest or principal payments on debt;


•	Adjusted EBITDA does not reflect income tax expense (benefit) or the cash requirements to pay taxes;


•	Adjusted EBITDA does not reflect historical cash expenditures or future requirements for capital expenditures or contractual commitments; and


•	although depreciation and amortization charges are non-cash charges, the assets being depreciated and amortized will often have to be replaced in the future, and Adjusted EBITDA does not reflect any cash requirements for such replacements.

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

The following table sets forth a reconciliation of net income to Adjusted EBITDA for the three and six months ended March 29, 2019 and March 30, 2018:



	Three months ended					Six months ended
(in thousands)	March 29, 2019		March 30, 2018			March 29, 2019		March 30, 2018
Net income	$	29,555	$	42,558		$	56,504	$	69,747
Interest expense, net	13,328		9,286			25,488		15,880
Income tax expense	10,253		15,392			18,407		17,908
Depreciation and amortization	18,280		15,853			36,301		33,063
Restructuring^(a)	1,085		576			2,472		838
Stock-based compensation ^(b)	1,834		2,770			4,816		6,334
Transaction costs ^(c)	123		1,263			287		1,908
Certain legal matters ^(f)	—		2,286			—		2,286
Gain on sale of a business ^(e)	—		(26,737		)	—		(26,737		)
Other ^(d)	2,636		2,094			2,842		2,601
Adjusted EBITDA	$	77,094	$	65,341		$	147,117	$	123,828

(a) Restructuring amounts represent exit or disposal costs including termination benefits and facility closure costs. See Note 6, ''Restructuring Charges'' to our unaudited condensed consolidated financial statements for further detail.

(b) Represents stock-based compensation expenses related to stock option awards, performance stock awards and restricted stock awards.

(c) Represents expenses related to our acquisition and divestiture-related activities and professional fees associated with share repurchases

(d) Represents other items, such as inventory reserves and adjustments, realized or unrealized gain (loss) on foreign currency transactions and release of certain indemnified uncertain tax positions.

(e) Represents pre-tax gain on sale of the assets of FlexHead Industries, Inc. and SprinkFLEX, LLC on March 30, 2018. See Note 4, ''Divestitures'', to our unaudited condensed consolidated financial statements for further detail.

(f) Represents costs associated with certain legal matters which, we believe, do not reflect our ongoing operations.

Results of Operations

The results of operations for the three months ended March 29, 2019 and March 30, 2018 were as follows:



	Three months ended
($ in thousands)	March 29, 2019			March 30, 2018			Change			% Change
Net sales	$	469,309		$	445,000		$	24,309		5.5	%
Cost of sales	352,221			335,843			16,378			4.9	%
Gross profit	117,088			109,157			7,931			7.3	%
Selling, general and administrative	56,350			60,118			(3,768		)	(6.3	)%
Intangible asset amortization	8,196			7,765			431			5.6	%
Operating income	52,542			41,274			11,268			27.3	%
Interest expense, net	13,328			9,286			4,042			43.5	%
Other (income) expense, net	(594		)	(25,962		)	25,368			(97.7	)%
Income before income taxes	39,808			57,950			(18,142		)	(31.3	)%
Income tax expense	10,253			15,392			(5,139		)	(33.4	)%
Net income	$	29,555		$	42,558		$	(13,003	)	(30.6	)%
Non-GAAP financial data
Adjusted EBITDA	$	77,094		$	65,341		$	11,753		18.0	%
Adjusted EBITDA Margin	16.4		%	14.7		%

Net sales



	% Change
Volume	(1.4	)%
Average selling prices	6.3	%
Foreign exchange	(0.8	)%
Acquisitions/Divestitures	1.4	%
Net sales	5.5	%

Net sales increased $24.3 million, or 5.5%, to $469.3 million for the three months ended March 29, 2019 compared to $445.0 million for the three months ended March 30, 2018. Net sales increased $28.0 million primarily due to increased average market prices for all product categories and the pass-through impact of higher average input costs of steel, copper, and freight. Additionally, net sales increased $10.8 million due to the acquisitions of Vergokan International NV ("Vergokan") in fiscal 2019, partly offset by a decrease in net sales of $4.5 million from the sale of the assets of FlexHead Industries, Inc. and SprinkFLEX, LLC (together "FlexHead") in the second quarter of fiscal 2018. The increase in net sales was partially offset by lower volume of $6.5 million primarily in the metal conduit and fittings product category sold within the Electrical Raceway segment and in the mechanical pipe product category sold within the Mechanical Products & Solutions segment.

Cost of sales



	% Change
Volume	(1.5	)%
Average input costs	4.5	%
Foreign exchange	(0.9	)%
Acquisitions/Divestitures	1.9	%
Other	0.9	%
Cost of sales	4.9	%

Cost of sales increased by $16.4 million, or 4.9%, to $352.2 million for the three months ended March 29, 2019 compared to $335.8 million for the three months ended March 30, 2018. The increase was primarily due to higher input costs of steel and copper of $15.1 million and higher freight costs of $1.9 million. Cost of sales also increased $9.2 million due to the Vergokan acquisition, partly offset by a reduction in costs of $2.9 million due to the divestiture of FlexHead in the second quarter of fiscal 2018. The increase in cost of sales was partially offset by the impact of lower net sales volume of $5.0 million and foreign exchange gains of $3.0 million.

Selling, general and administrative

Selling, general and administrative expenses decreased $3.8 million, or 6.3%, to $56.4 million for the three months ended March 29, 2019 compared to $60.1 million for the three months ended March 30, 2018. The decrease was primarily due to higher consulting costs in the prior year of $3.1 million and lower variable compensation expense of $1.9 million in the current year, partially offset by $1.3 million of higher selling, general and administrative costs resulting from fiscal 2019 acquisitions, net of fiscal 2018 divestitures.

Intangible asset amortization

Intangible asset amortization expense increased $0.4 million, or 5.6%, to $8.2 million for the three months ended March 29, 2019 compared to $7.8 million for the three months ended March 30, 2018 due to the acquisitions of Vergokan in fiscal 2019, partially offset by the sale of the assets of FlexHead. See Note 3, ''Acquisitions'' and Note 4, ''Divestitures'', to our unaudited condensed consolidated financial statements for further detail.

Interest expense, net

Interest expense, net increased $4.0 million, or 43.5% to $13.3 million for the three months ended March 29, 2019 compared to $9.3 million for the three months ended March 30, 2018. The increase is primarily due to our debt refinancing transactions on February 2, 2018, which resulted in additional borrowings of $425.0 million.

Other (income) expense, net

Other (income) expense, net decreased $25.4 million to $0.6 million for the three months ended March 29, 2019 compared to $26.0 million for the three months ended March 30, 2018 primarily due to the prior year gain on the sale of the assets of FlexHead of $26.7 million. See Note 4, ''Divestitures'', to our unaudited condensed consolidated financial statements for further detail.

Income tax expense

The Company's income tax rate decreased to 25.8% for the three months ended March 29, 2019 compared to 26.6% for the three months ended March 30, 2018. The decrease in the current period effective tax rate was primarily due to the use of 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 certain nondeductible costs in the prior period.

Net income

Net income decreased by $13.0 million, or 30.6% to $29.6 million for the three months ended March 29, 2019 compared to $42.6 million for the three months ended March 30, 2018 primarily due to the prior year pre-tax gain of $26.7 million on the sale of the assets of FlexHead, partially offset by higher operating income of $11.3 million.

Adjusted EBITDA

Adjusted EBITDA increased by $11.8 million, or 18.0%, to $77.1 million for the three months ended March 29, 2019 compared to $65.3 million for the three months ended March 30, 2018. The increase was primarily due to higher gross profit.

Segment results

Electrical Raceway



	Three months ended
($ in thousands)	March 29, 2019			March 30, 2018			Change		% Change
Net sales	$	353,514		$	324,787		$	28,727	8.8	%
Adjusted EBITDA	$	67,375		$	56,404		$	10,971	19.5	%
Adjusted EBITDA Margin	19.1		%	17.4		%

Net sales



	% Change
Volume	1.8	%
Average selling prices	4.7	%
Foreign exchange	(1.0	)%
Acquisitions	3.3	%
Net sales	8.8	%

Net sales increased $28.7 million, or 8.8%, to $353.5 million for the three months ended March 29, 2019 compared to $324.8 million for the three months ended March 30, 2018. The increase was primarily due to an increase of average market prices for the metal electrical conduit and fittings product category of $15.1 million. Additionally, sales increased $10.8 million as a result of the acquisition of Vergokan during fiscal 2019. Lastly, sales increased $5.9 million due to higher volume, primarily in the cable wire product category. The increase in net sales was partially offset by foreign exchange losses of $3.4 million and by lower volume in the metal conduit and fittings product category.

Adjusted EBITDA

Adjusted EBITDA for the three months ended March 29, 2019 increased $11.0 million, or 19.5%, to $67.4 million from $56.4 million for the three months ended March 30, 2018. Adjusted EBITDA margins increased to 19.1% for the three months ended March 29, 2019 compared to 17.4% for the three months ended March 30, 2018. The increase in Adjusted EBITDA was largely due to pricing strategies and favorable product mix.

Mechanical Products & Solutions



	Three months ended
($ in thousands)	March 29, 2019			March 30, 2018			Change			% Change
Net sales	$	116,190		$	120,310		$	(4,120	)	(3.4	)%
Adjusted EBITDA	$	17,421		$	16,722		$	699		4.2	%
Adjusted EBITDA Margin	15.0		%	13.9		%

Net sales



	% Change
Volume	(10.3	)%
Average selling prices	10.7	%
Divestitures	(3.8	)%
Net sales	(3.4	)%

Net sales decreased $4.1 million, or 3.4%, for the three months ended March 29, 2019 to $116.2 million compared to $120.3 million for the three months ended March 30, 2018. The decrease was primarily due to lower volume of $12.4 million primarily in the mechanical pipe product category and an incremental decrease of $4.5 million from the sale of the assets of FlexHead in the second quarter of fiscal 2018. The sales decrease was partially offset by $12.8 million of higher average selling prices.

Adjusted EBITDA

Adjusted EBITDA increased $0.7 million, or 4.2%, to $17.4 million for the three months ended March 29, 2019 compared to $16.7 million for the three months ended March 30, 2018. Adjusted EBITDA margins increased to 15.0% for the three months ended March 29, 2019 compared to 13.9% for the three months ended March 30, 2018. Adjusted EBITDA increased primarily due to pricing strategies and favorable product mix, partially offset by lower volume in the mechanical pipe product category as well as from the sale of the assets of FlexHead in the second quarter of fiscal 2018.

The results of operations for the six months ended March 29, 2019 and March 30, 2018 were as follows:



	Six months ended
($ in thousands)	March 29, 2019			March 30, 2018			Change			% Change
Net sales	$	921,337		$	859,558		$	61,779		7.2	%
Cost of sales	693,993			653,534			40,459			6.2	%
Gross profit	227,344			206,024			21,320			10.3	%
Selling, general and administrative	112,729			111,713			1,016			0.9	%
Intangible asset amortization	16,410			16,452			(42		)	(0.3	)%
Operating income	98,205			77,859			20,346			26.1	%
Interest expense, net	25,488			15,880			9,608			60.5	%
Other (income) expense, net	(2,194		)	(25,676		)	23,482			(91.5	)%
Income before income taxes	74,911			87,655			(12,744		)	(14.5	)%
Income tax expense	18,407			17,908			499			2.8	%
Net income	$	56,504		$	69,747		$	(13,243	)	(19.0	)%
Non-GAAP financial data
Adjusted EBITDA	$	147,117		$	123,828		$	23,289		18.8	%
Adjusted EBITDA Margin	16.0		%	14.4		%

Net sales



	% Change
Volume	(2.0	)%
Average selling prices	7.9	%
Foreign exchange	(0.4	)%
Acquisitions/Divestitures	1.7	%
Net sales	7.2	%

Net sales increased $61.8 million, or 7.2%, to $921.3 million for the six months ended March 29, 2019 compared to $859.6 million for the six months ended March 30, 2018. Net sales increased $67.8 million from higher average selling prices resulting from the pass-through impacts of rising input costs of copper and steel and higher market prices for all product categories. Additionally, net sales increased $23.7 million due to higher sales resulting from acquisitions during fiscal 2019. The increase is partially offset by a decrease in net sales of $9.4 million as a result of the sale of the assets of FlexHead in the second quarter of fiscal 2018 and $17.1 million due to lower volume primarily in the metal conduit and fittings product category sold within the Electrical Raceway segment and in the mechanical pipe product category sold within the Mechanical Products & Solutions segment.

Cost of sales



	% Change
Volume	(2.2	)%
Average input costs	5.4	%
Foreign exchange	(0.5	)%
Acquisitions/Divestitures	2.0	%
Other	1.5	%
Cost of sales	6.2	%

Cost of sales increased by $40.5 million, or 6.2%, to $694.0 million for the six months ended March 29, 2019 compared to $653.5 million for the six months ended March 30, 2018. The increase was primarily due to higher input costs of steel and copper of $35.3 million and higher freight costs of $7.5 million. Additionally, cost of sales increased by $19.3 million as a result of the Vergokan acquisition, partially offset by the reduction of costs from the FlexHead divestiture of $6.3 million. The increase in cost of sales is also partially offset by lower volume of $14.4 million.

Selling, general and administrative

Selling, general and administrative expenses increased $1 million, or 0.9%, to $112.7 million for the six months ended March 29, 2019 compared to $111.7 million for the six months ended March 30, 2018. The increase was primarily due to $2.6 million increase in selling, general and administrative costs resulting from acquisitions over the past twelve months, partially offset by a $1.5 million decrease in stock-based compensation expense.

Intangible asset amortization

Intangible asset amortization expense decreased $0.1 million, or 0.3%, to $16.4 million for the six months ended March 29, 2019 compared to $16.5 million for the six months ended March 30, 2018 due to the sale of the assets of FlexHead, partially offset by the acquisition of Vergokan. See Note 3, ''Acquisitions'' and Note 4, ''Divestitures'', to our unaudited condensed consolidated financial statements for further detail.

Interest expense, net

Interest expense, net, increased $9.6 million, or 60.5%, to $25.5 million for the six months ended March 29, 2019 compared to $15.9 million for the six months ended March 30, 2018. Interest expense increased $10.7 million due to our debt transactions on February 2, 2018, which resulted in additional borrowings of $425.0 million.

Other (income) expense, net

Other (income) expense, net decreased $23.5 million to $2.2 million for the six months ended March 29, 2019 compared to $25.7 million for the six months ended March 30, 2018 primarily due to the prior year gain on the sale of the assets of FlexHead of $26.7 million. See Note 4, ''Divestitures'', to our unaudited condensed consolidated financial statements for further detail. This decrease is partially offset by increases in income from undesignated foreign currency derivative instruments of $1.5 million compared to $3.7 million of expense in the prior year.

Income tax expense

The Company's income tax rate increased to 24.6% for the six months ended March 29, 2019 compared to 20.4% for the six months ended March 30, 2018. The increase in the effective tax rate was primarily due to the prior year benefit of the one-time re-measurement of deferred taxes as a result of the Tax Cuts and Jobs Act, which was recorded in the first quarter of fiscal 2018.

Net income

Net income decreased by $13.2 million, or 19.0%, to $56.5 million for the six months ended March 29, 2019 compared to $69.7 million for the six months ended March 30, 2018 primarily due to a pre-tax gain on the sale of assets of the FlexHead businesses of $26.7 million in the prior year and higher interest expense of $9.6 million in the current year, partially offset higher operating income of $20.3 million in the current year.

Adjusted EBITDA

Adjusted EBITDA increased by $23 million, or 18.8%, to $147.1 million for the six months ended March 29, 2019 compared to $123.8 million for the six months ended March 30, 2018. The increase was primarily due to increased market prices for all product categories, and incremental Adjusted EBITDA from acquisitions during fiscal 2019, partially offset by the FlexHead divestiture.

Segment results

Electrical Raceway



	Six months ended
($ in thousands)	March 29, 2019			March 30, 2018			Change		% Change
Net sales	$	696,920		$	641,310		$	55,610	8.7	%
Adjusted EBITDA	$	135,864		$	112,564		$	23,300	20.7	%
Adjusted EBITDA Margin	19.5		%	17.6		%

Net sales



	% Change
Volume	(0.8	)%
Average selling prices	6.3	%
Foreign exchange	(0.5	)%
Acquisitions	3.7	%
Net sales	8.7	%

Net sales increased $55.6 million, or 8.7%, to $696.9 million for the six months ended March 29, 2019 compared to $641.3 million for the six months ended March 30, 2018. The increase was due primarily to increased market prices for metal electrical conduit and fittings product categories and the pass-through impact of higher input costs of steel of $40.2 million. Additionally, net sales increased by $23.7 million resulting from the acquisition of Vergokan during fiscal 2019. The increase in net sales was partially offset by the impact of lower sales volume of $5.1 million primarily in the metal electrical conduit and fittings product categories.

Adjusted EBITDA

Adjusted EBITDA for the six months ended March 29, 2019 increased $23.3 million, or 20.7%, to $135.9 million from $112.6 million for the six months ended March 30, 2018. The increase was largely due to higher market prices for metal and PVC electrical conduit and fittings product categories and incremental Adjusted EBITDA resulting from acquisitions during fiscal 2019.

Mechanical Products & Solutions



	Six months ended
($ in thousands)	March 29, 2019			March 30, 2018			Change		% Change
Net sales	$	225,003		$	218,884		$	6,119	2.8	%
Adjusted EBITDA	$	28,308		$	27,531		$	777	2.8	%
Adjusted EBITDA Margin	12.6		%	12.6		%

Net sales



	Change (%)
Volume	(5.5	)%
Average selling prices	12.6	%
Divestitures	(4.3	)%
Net sales	2.8	%

Net sales increased $6.1 million, or 2.8%, for the six months ended March 29, 2019 to $225.0 million compared to $218.9 million for the six months ended March 30, 2018. The increase was due primarily to higher market prices for all product categories of $27.6 million. This increase was partially offset by lower sales volume of $12.1 million primarily in the mechanical pipe product category and $9.4 million from the sale of the assets of FlexHead in the second quarter of fiscal 2018.

Adjusted EBITDA

Adjusted EBITDA increased $0.8 million, or 2.8%, to $28.3 million for the six months ended March 29, 2019 compared to $27.5 million for the six months ended March 30, 2018. Adjusted EBITDA increased primarily due to the higher average selling prices, partially offset by lower volume primarily in the mechanical pipe product category as well as from the sale of the assets of FlexHead in the second quarter of fiscal 2018.

Liquidity and Capital Resources

We believe we have sufficient liquidity to support our ongoing operations and to invest in future growth and create value for stockholders. Our cash and cash equivalents were $51.5 million as of March 29, 2019, of which $38.0 million was held at non-U.S. subsidiaries. Those cash balances at foreign subsidiaries may be subject to withholding or local country taxes if the Company's intention to permanently reinvest such income were to change and cash was repatriated to the United States. Our cash and cash equivalents decreased $75.2 million from September 30, 2018 primarily due to the acquisition of Vergokan.

In general, we require cash to fund working capital investments, acquisitions, capital expenditures, debt repayment, interest payments, taxes and share repurchases. We have access to the ABL Credit Facility to fund operational needs. As of March 29, 2019, there were no outstanding borrowings under the ABL Credit Facility and $10.8 million of letters of credit issued under the ABL Credit Facility. The borrowing base was estimated to be $315.1 million and approximately $304.3 million was available under the ABL Credit Facility as of March 29, 2019. Outstanding letters of credit count as utilization of the commitments under the ABL Credit Facility and reduce the amount available for borrowings.

The agreements governing the First Lien Term Loan Facility and the ABL Credit Facility (collectively, the "Credit Facilities") contain covenants that limit or restrict AII's ability to incur additional indebtedness, repurchase debt, incur liens, sell assets, make certain payments (including dividends) and enter into transactions with affiliates. AII has been in compliance with the covenants under the agreements for all periods presented.

We may from time to time repurchase our debt or take other steps to reduce our debt. These actions may include open market repurchases, negotiated repurchases or opportunistic refinancing of debt. The amount of debt, if any, that may be repurchased or refinanced will depend on market conditions, trading levels of our debt, our cash position, compliance with debt covenants and other considerations.

Our use of cash may fluctuate during the year and from year to year due to differences in demand and changes in economic conditions primarily related to the prices of commodities we purchase.

Capital expenditures have historically been necessary to expand and update the production capacity and improve the productivity of our manufacturing operations.

Our ongoing liquidity needs are expected to be funded by cash on hand, net cash provided by operating activities and, as required, borrowings under the ABL Credit Facility. We expect that cash provided from operations and available capacity under the ABL Credit Facility will provide sufficient funds to operate our business, make expected capital expenditures and meet our liquidity requirements for at least the next twelve months, including payment of interest and principal on our debt.

Limitations on Distributions and Dividends by Subsidiaries

AIG, AII, and AIH are each holding companies, and as such have no independent operations or material assets other than ownership of equity interests in their respective subsidiaries. Each company depends on its respective subsidiaries to distribute funds to it so that it may pay obligations and expenses, including satisfying obligations with respect to indebtedness. The ability of our subsidiaries to make distributions and dividends to us depends on their operating results, cash requirements and financial and general business conditions, as well as restrictions under the laws of our subsidiaries' jurisdictions.

The agreements governing the ABL Credit Facility significantly restrict the ability of our subsidiaries, including AII, to pay dividends, make loans or otherwise transfer assets from AII and, in turn, to us. Further, AII's subsidiaries are permitted under the terms of the ABL Credit Facility to incur additional indebtedness that may restrict or prohibit the making of distributions, the payment of dividends or the making of loans by such subsidiaries to AII and, in turn, to us. The First Lien Term Loan Facility requires AII to meet a certain consolidated coverage ratio on an incurrence basis in connection with additional indebtedness. The ABL Credit Facility contains limits on additional indebtedness based on various conditions for incurring the additional debt.

The table below summarizes cash flow information derived from our statements of cash flows for the periods indicated:



	Six months ended
(in thousands)	March 29, 2019			March 30, 2018
Cash flows provided by (used in):
Operating activities	$	42,789		$	53,218
Investing activities	(72,805		)	22,946
Financing activities	(44,785		)	(45,901		)

Operating activities

During the six months ended March 29, 2019, the Company was provided $42.8 million by operating activities compared to $53.2 million during the six months ended March 30, 2018. The $10.4 million decrease in cash provided was primarily due to higher incentive-based compensation payments, additional cash tax payments and the timing of distributor rebates compared to the prior year, partially offset by higher gross profit in the current year.

Investing activities

During the six months ended March 29, 2019, the Company used $72.8 million in investing activities compared to cash inflows of $22.9 million during the six months ended March 30, 2018. The increase in cash used in investing activities is primarily due the acquisition of Vergokan for $57.9 million, net of cash received. Additionally, during the six months ended March 30, 2018 the Company sold the assets of FlexHead for cash proceeds of $42.0 million.

Financing Activities

During the six months ended March 29, 2019, the Company used $44.8 million in financing activities compared to $45.9 million used during the six months ended March 30, 2018. The use of cash in the six months ended March 29, 2019 was primarily related to $24.4 million of share repurchases and $38.0 million in debt repayments, partially offset by borrowings on the credit facility of $17.0 million. During the six months ended March 30, 2018, the Company repaid $394.0 million in borrowings from the line of credit and had share repurchases of $381.8 million, which was partially offset by borrowings of $309.0 million on the line of credit and our debt refinancing transactions on February 2, 2018, which resulted in additional borrowings of $426.2 million.

Contractual Obligations and Commitments

Other than as set forth below, there have been no other material changes in our contractual obligations and commitments since the filing of our Annual Report on Form 10-K.



($ in thousands)	Less than 1 Year		1-3 Years		3-5 Years		More than 5 Years		Total
First Lien Term Loan Facility due December 22, 2023 (a)	$	—	$	15,820	$	876,300	$	—	$	892,120

(a) During the three months ended March 29, 2019, the Company made an accelerated repayment of $18,680 of principal, which was calculated by a formula based on 2018 excess cash flows and a leverage ratio as defined within the First Lien Term Loan Agreement. As a result, there are no principal payments due in the next twelve months. See Note 14, ''Debt'', to our unaudited condensed consolidated financial statements for further detail.

Change in Critical Accounting Policies and Estimates

There have been no material changes in our critical accounting policies and estimates since the filing of our Annual Report on Form 10-K.

Recent Accounting Standards

See Note 1, ''Basis of Presentation and Summary of Significant Accounting Policies'' to our unaudited condensed consolidated financial statements.

Forward-Looking Statements

This Quarterly Report on Form 10-Q contains forward-looking statements and cautionary statements within the meaning of the Private Securities Litigation Reform Act of 1995 that are based on management's beliefs and assumptions and information currently available to management. Some of the forward-looking statements can be identified by the use of forward-looking terms such as "believes," "expects," "may," "will," "shall," "should," "would," "could," "seeks," "aims," "projects," "is optimistic," "intends," "plans," "estimates," "anticipates" or other comparable terms. Forward-looking statements include, without limitation, all matters that are not historical facts. They appear in a number of places throughout this Quarterly Report on Form 10-Q and include, without limitation, statements regarding our intentions, beliefs, assumptions or current expectations concerning, among other things, financial position; results of operations; cash flows; prospects; growth strategies or expectations; customer retention; the outcome (by judgment or settlement) and costs of legal, administrative or regulatory proceedings, investigations or inspections, including, without limitation, collective, representative or class action litigation; and the impact of prevailing economic conditions.

Forward-looking statements are subject to known and unknown risks and uncertainties, many of which may be beyond our control. We caution you that forward-looking statements are not guarantees of future performance or outcomes and that actual performance and outcomes, including, without limitation, our actual results of operations, financial condition and liquidity, and the development of the market in which we operate, may differ materially from those made in or suggested by the forward-looking statements contained in this quarterly report. In addition, even if our results of operations, financial condition and cash flows, and the development of the market in which we operate, are consistent with the forward-looking statements contained in this quarterly report, those results or developments may not be indicative of results or developments in subsequent periods. A number of important factors, including, without limitation, the risks and uncertainties discussed or referenced under the caption "Risk Factors" and "Management's Discussion and Analysis of Financial Condition and Results of Operations" in our Annual Reports on Form 10-K and Quarterly Reports on Form 10-Q, could cause actual results and outcomes to differ materially from those reflected in the forward-looking statements. Additional factors that could cause actual results and outcomes to differ from those reflected in forward-looking statements include, without limitation:


•	declines in, and uncertainty regarding, the general business and economic conditions in the United States and international markets in which we operate;


•	weakness or another downturn in the United States non-residential construction industry;


•	changes in prices of raw materials;


•	pricing pressure, reduced profitability, or loss of market share due to intense competition;


•	availability and cost of third-party freight carriers and energy;


•	high levels of imports of products similar to those manufactured by us;


•	changes in federal, state, local and international governmental regulations and trade policies;


•	adverse weather conditions;


•	failure to generate sufficient cash flow from operations or to raise sufficient funds in the capital markets to satisfy existing obligations and support the development of our business;


•	increased costs relating to future capital and operating expenditures to maintain compliance with environmental, health and safety laws;


•	reduced spending by, deterioration in the financial condition of, or other adverse developments with respect to, one or more of our top customers;


•	increases in our working capital needs, which are substantial and fluctuate based on economic activity and the market prices for our main raw materials, including as a result of failure to collect, or delays in the collection of, cash from the sale of manufactured products;


•	work stoppage or other interruptions of production at our facilities as a result of disputes under existing collective bargaining agreements with labor unions or in connection with negotiations of new collective bargaining agreements, as a result of supplier financial distress, or for other reasons;


•	challenges attracting and retaining key personnel or high-quality employees;


•	changes in our financial obligations relating to pension plans that we maintain in the United States;


•	reduced production or distribution capacity due to interruptions in the operations of our facilities or those of our key suppliers;


•	loss of a substantial number of our third-party agents or distributors or a dramatic deviation from the amount of sales they generate;


•	security threats, attacks, or other disruptions to our information systems, or failure to comply with complex network security, data privacy and other legal obligations or the failure to protect sensitive information;


•	possible impairment of goodwill or other long-lived assets as a result of future triggering events, such as declines in our cash flow projections or customer demand;


•	safety and labor risks associated with the manufacture and the testing of our products;


•	product liability, construction defect and warranty claims and litigation relating to our various products, as well as government inquiries and investigations, and consumer, employment, tort and other legal proceedings;


•	our ability to protect our intellectual property and other material proprietary rights;


•	risks inherent in doing business internationally;


•	our inability to introduce new products effectively or implement our innovation strategies;


•	the inability of our customers to pay off the credit lines extended to them by us in a timely manner and the negative impact on customer relations resulting from our collections efforts with respect to non-paying or slow-paying customers;


•	our inability to continue importing raw materials, component parts and/or finished goods;


•	changes as a result of comprehensive tax reform;


•	the incurrence of liabilities and the issuance of additional debt or equity in connection with acquisitions, joint ventures or divestitures and the failure of indemnification provisions in our acquisition agreements to fully protect us from unexpected liabilities;


•	failure to manage acquisitions successfully, including identifying, evaluating, and valuing acquisition targets and integrating acquired companies, businesses or assets;


•	the incurrence of liabilities in connection with violations of the FCPA and similar foreign anti-corruption laws;


•	the incurrence of additional expenses, increase in complexity of our supply chain and potential damage to our reputation with customers resulting from regulations related to "conflict minerals"


•	disruptions or impediments to the receipt of sufficient raw materials resulting from various anti-terrorism security measures;


•	restrictions contained in our debt agreements;


•	failure to generate cash sufficient to pay the principal of, interest on, or other amounts due on our debt; and


•	other risks and factors described in this report and from time to time in documents that we file with the SEC.

You should read this Quarterly Report on Form 10-Q completely and with the understanding that actual future results may be materially different from expectations. All forward-looking statements attributable to us or persons acting on our behalf that are made in this quarterly report are qualified in their entirety by these cautionary statements. These forward-looking statements are made only as of the date of this Quarterly Report on Form 10-Q, and we do not undertake any obligation, other than as may be required by law, to update or revise any forward-looking or cautionary statements to reflect changes in assumptions, the occurrence of events, unanticipated or otherwise, and changes in future operating results over time or otherwise.

Comparisons of results for current and any prior periods are not intended to express any future trends, or indications of future performance, unless expressed as such, and should only be viewed as historical data.

Item 3. Quantitative and Qualitative Disclosures about Market Risk

There have been no material changes to the quantitative and qualitative disclosures about market risks previously disclosed in our Annual Report on Form 10-K.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) or 15d-15(e) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), as of the end of the period covered by this report. In designing and evaluating the disclosure controls and procedures, management recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. In addition, the design of disclosure controls and procedures must reflect the fact that there are resource constraints and that management is required to apply its judgment in evaluating the benefits of possible controls and procedures relative to their costs.

Based on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures as of the end of the period covered by this Quarterly Report on Form 10-Q were effective to provide reasonable assurance that information we are required to disclose in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

Changes in Internal Control over Financial Reporting

There have been no changes to our internal control over financial reporting in connection with the evaluation required by Rules 13a-15(d) and 15d-15(d) under the Exchange Act during the most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II - OTHER INFORMATION

Item 1. Legal Proceedings

For a discussion of certain litigation involving the Company, see Note 16, ''Commitments and Contingencies'' to our unaudited condensed consolidated financial statements.

Item 1A. Risk Factors

Other than as set forth below, there have been no material changes to the risk factors previously disclosed in our Annual Report on Form 10-K.

Changes in foreign laws and legal systems could materially impact our business.

Evolving foreign laws and legal systems, including those that may occur as a result of the United Kingdom's potential withdrawal from the European Union ("Brexit") may adversely affect global economic and market conditions and could contribute to volatility in the foreign exchange markets. Brexit may also adversely affect our revenues and could subject us to new regulatory costs and challenges, in addition to other adverse effects that we are unable to effectively anticipate.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

None.

Item 3. Defaults Upon Senior Securities

Not applicable.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

None.

Item 6. Exhibits



	10.1#	Atkore Third Amended and Restated Bylaws (Effective February 19, 2019)
	10.2#	Atkore Third Amended and Restated Certificate of Incorporation (effective February 19, 2019)
	31.1#	Certification of Chief Executive Officer Pursuant to Exchange Act Rule 13a - 14, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
	31.2#	Certification of Chief Financial Officer Pursuant to Exchange Act Rule 13a - 14, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
	32.1#	Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
	32.2#	Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
	101.INS#	XBRL Instance Document
	101.SCH#	XBRL Taxonomy Schema Linkbase Document
	101.CAL#	XBRL Taxonomy Calculation Linkbase Document
	101.DEF#	XBRL Taxonomy Definition Linkbase Document
	101.LAB#	XBRL Taxonomy Labels Linkbase Document
	101.PRE#	XBRL Taxonomy Presentation Linkbase Document
	#	Filed herewith

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.



			ATKORE INTERNATIONAL GROUP INC.
			(Registrant)
Date:	May 7, 2019	By:	/s/ David P. Johnson
			Vice President and Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)