ATKR

Atkore Inc.

NYSE · TECHNOLOGY · MISCELLANEOUS ELECTRICAL MACHINERY, EQUIPMENT & SUPPLIES

94.96

+0.04 +0.04%

USD · close Oct 16

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MKT CAP $3.2BP/E —DIV YIELD —FCF YIELD 1.79%REV TTM $2.9B +1.6%NET INCOME −$162.7M −244.8%NET DEBT $414M52W 55.30 – 94.96SEC XBRL · TTM TO Invalid Date

How ATKR rewrote its risk factors

10-K ITEM 1A · FY2024 → FY2025

Text kept

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words, now 13,539

New in FY2025

United States non- residential construction starts, as reported by Dodge, reached a historic low of 690 million square feet in our fiscal 2010 and increased to 1,209 million square feet in our fiscal 2025, which was above historical average levels.
There is also increasing use of data analytics, machine learning, and artificial intelligence software, which our competitors may be able to use or implement more effectively than we are able to do.
The risk of cybersecurity attacks may increase as artificial intelligence capabilities improve and are increasingly used to identify vulnerabilities and construct increasingly sophisticated cybersecurity attacks.
The result of these incidents could include, but are not limited to, disrupted operations, misstated or misappropriated financial data, theft of our intellectual property or other confidential information (including of our customers, suppliers and employees), liability for stolen assets or information, increased cybersecurity protection costs and reputational damage adversely affecting customer or investor confidence.
Increased imports of products similar to those manufactured by us in the United States could materially and adversely effect our business, financial position, results of operations or cash flows.
Supplying these complex assemblies poses unique challenges, which if not carefully discharged could subject us to warranty, indemnity and other contract obligations that could have a material effect on our results of operations.
As of September 30, 2025, approximately 20% of our domestic and international employees were represented with a collective bargaining agreement by labor unions.
Several collective bargaining agreements to which the Company is a party.
The Company and the United Steelworkers Union reached agreement on the terms of a new collective bargaining agreement for our largest facility in Harvey, Illinois, which expired in April 2024.
In 2025, the Company reached an agreement with representatives of the United Steelworkers Union for a new 5-year labor contract for our Harvey, Illinois facility.
The new contract is retroactive to April 2024.
In fiscal 2025, our ten largest customers (including buyers and distributors in buying groups) accounted for approximately 40% of our net sales.
As of September 30, 2025, Sonepar USA represented 13% and CED National represented 12% of the Company’s accounts receivable, with no significant amounts past due.
For fiscal 2025 and 2024, one customer, Sonepar USA, accounted for more than 10% of sales.
See Note 18, “Segment Information” to the accompanying consolidated financial statements included elsewhere in this Annual Report.
As of September 30, 2025, we had goodwill of $294.5 million, intangible assets of $160.8 million, and other long-lived assets of $750.9 million.
See Note 13, “Goodwill and Intangible Assets” to the accompanying consolidated financial statements included elsewhere in this Annual Report.
Financial Statements and Supplementary Data.” The nature of our business exposes us to product liability, construction defect and warranty claims and litigation as well as other legal proceedings, which could materially and adversely affect our business, financial position, results of operations or cash flows.
See Note 16, “Commitments and Contingencies” to the accompanying consolidated financial statements included elsewhere in this Annual Report.
As of September 30, 2025, we estimated that our pension plans were overfunded by approximately $8.6 million, both of which are frozen and do not accrue any additional service cost.
As of September 30, 2025, we employed approximately 5,400 total full-time equivalent employees, a significant percentage of whom work at our 38 manufacturing facilities.
See Item 8, “Financial Statements and Supplementary Data.” We may not be able to adequately protect our intellectual property rights, and we may become involved in intellectual property disputes.
In addition, we are pursuing work on data centers or other construction projects in other jurisdictions, for example in Asia and Europe.
We may be unable to identify, acquire, close or integrate acquisition targets, or to execute divestitures, successfully.
Moreover, we may seek to divest portions of our business that are not deemed to fit with our strategic plan.
For example, we have undertaken a review of select assets that may not fit the Company’s core electrical infrastructure portfolio, including the potential sale of our HDPE pipe and conduit business, which primarily serves the telecommunications market, and several other non-electrical infrastructure focused assets.
Divestitures involve additional risks and uncertainties, such as the ability to sell such businesses on satisfactory terms and within the anticipated time frame, or at all.
Any failure to realize the expected benefits of any divestiture transaction could negatively impact the Company and our financial condition, results of operations and cash flow.
In addition, divestitures of businesses involve a number of risks, including significant costs and expenses, the loss of customer relationships, decrease in revenues and earnings associated with the divested business and the diversion of management’s attention from other business concerns.
As of September 30, 2025, we had approximately $770.6 million of total long-term consolidated indebtedness outstanding (including current portion) under Atkore and AII’s credit facilities (“Credit Facilities”), which consist of: (i) an asset-based credit facility (“ABL Credit Facility”); (ii) the new senior secured term loan facility (the “New Senior Secured Term Loan Facility”); and (iii) the 4.25% Senior Notes due 2031 (the “Senior Notes”).
As of September 30, 2025, AII had $325.0 million of available borrowing capacity under the ABL Credit Facility and there were no outstanding borrowings (and no letters of credit issued under the facility).
Subject to certain conditions and without the consent of the then existing lenders, the loans under the New Senior Secured Term Loan Facility may be expanded (or a new term loan facility, revolving credit facility or letter of credit facility added) by up to $456.0 million, plus an additional amount not to exceed specified leverage or coverage ratios.
In addition, subject to certain conditions and with the consent of the then existing lenders, the loans under the ABL Credit Facility may be expanded by up to $150 million, and the credit agreements governing the Credit Facilities allow for up to $50.0 million of second lien facilities.
As of September 30, 2025, we had $325.0 million in availability under the ABL Credit Facility.
As of September 30, 2025, each one percentage point change in interest rates would have resulted in a change of approximately $3.8 million in the annual interest expense on the New Senior Secured Term Loan Facility.
As of September 30, 2025, assuming availability was fully utilized, each one percentage point change in interest rates would have resulted in a change of approximately $3.3 million in annual interest expense on the ABL Credit Facility.
Additionally, if the ABL Credit Facility were fully utilized, the margin we pay on borrowings would increase by 0.10% from the current level and we would incur additional interest expense of $0.3 million.
Our overall corporate rating, Senior Notes, New Senior Secured Term Loan Facility and ABL Credit are each currently rated as investment grade by certain ratings agencies, while other agencies have rated them as non-investment grade.
There are no outstanding borrowings under the ABL Credit Facility as of September 30, 2025.
The New Senior Secured Term Loan Facility has a maturity date that is the earlier of September 29, 2032 or the date that is 91 days prior to the maturity of the Company’s existing Senior Notes, due June 1, 2031, if more than $100 million of such Senior Notes remains outstanding as of such date.

and 25 more.

Gone since FY2024

United States non-residential construction starts, as reported by Dodge, reached a historic low of 690 million square feet in our fiscal 2010 and increased to 1,265 million square feet in our fiscal 2024, which was above historical average levels.
The result of these incidents could include, but are not limited to, disrupted operations, misstated or misappropriated financial data, theft of our intellectual property or other confidential information (including of our customers, suppliers and employees), liability for stolen assets or information, increased cyber security protection costs and reputational damage adversely affecting customer or investor confidence.
Increased imports of products similar to those manufactured by us in the United States could materially and adversely affect our business, financial position, results of operations or cash flows.
Supplying these complex assemblies poses unique challenges, which if not carefully discharged could subject us to warranty, indemnity and other contract obligations that could have a material affect on our results of operations.
As of September 30, 2024, approximately 20% of our domestic and international employees were represented with a collective bargaining agreement by labor unions.
Several collective bargaining agreements to which the Company is a party, including the agreement covering the Company’s production in Harvey, Illinois, will expire in 2024.
In fiscal 2024, our ten largest customers (including buyers and distributors in buying groups) accounted for approximately 40% of our net sales.
As of September 30, 2023, Sonepar USA represented 14% and CED National represented 11% of the Company’s accounts receivable with no significant amounts past due.
For fiscal 2023, one customer, Sonepar USA accounted for more than 10% of sales, for fiscal 2022, no single customer accounted for more than 10% of sales.
See Note 17, “Segment Information” to the accompanying consolidated financial statements included elsewhere in this Annual Report.
As of September 30, 2024, we had goodwill of $314.0 million, intangible assets of $340.4 million, and other long-lived assets of $832.7 million.
See Note 12, “Goodwill and Intangible Assets” to the accompanying consolidated financial statements included elsewhere in this Annual Report.
Financial Statements and Supplementary Data”.
The nature of our business exposes us to product liability, construction defect and warranty claims and litigation as well as other legal proceedings, which could materially and adversely affect our business, financial position, results of operations or cash flows.
See Note 15, “Commitments and Contingencies” to the accompanying consolidated financial statements included elsewhere in this Annual Report.
As of September 30, 2024, we estimated that our pension plans were overfunded by approximately $8.7 million, both of which are frozen and do not accrue any additional service cost.
As of September 30, 2024, we employed approximately 5,600 total full-time equivalent employees, a significant percentage of whom work at our 42 manufacturing facilities.
See Item 8, “Financial Statements and Supplementary Data”.
We may not be able to adequately protect our intellectual property rights, and we may become involved in intellectual property disputes.
In addition the business is pursuing work on data centers or other construction projects in other jurisdictions, for example in Asia and Europe.
In fiscal 2023, the Company initiated plans to exit operations in Russia and recently submitted documents to the Russian approval authority with expectations of completing the sale in FY 2025 albeit at a loss.
Accordingly, the Company recognized an impairment of $733 for the year ended September 30, 2024 and continues to recognize any incremental losses on those assets.
We may be unable to identify, acquire, close or integrate acquisition targets successfully.
As of September 30, 2024, we had approximately $772.0 million of total long-term consolidated indebtedness outstanding (including current portion) under Atkore and AII’s credit facilities (“Credit Facilities”), which consist of: (i) an asset-based credit facility (“ABL Credit Facility”); (ii) the new senior secured term loan facility (the “New Senior Secured Term Loan Facility”); and (iii) the 4.25% Senior Notes due 2031 (the “Senior Notes”).
As of September 30, 2024, AII had $325.0 million of available borrowing capacity under the ABL Credit Facility and there were no outstanding borrowings (there were also no letters of credit issued under the facility).
Subject to certain conditions and without the consent of the then existing lenders, the loans under the New Senior Secured Term Loan Facility may be expanded (or a new term loan facility, revolving credit facility or letter of credit facility added) by up to $235.0 million, plus an additional amount not to exceed specified leverage or coverage ratios.
In addition, subject to certain conditions and without the consent of the then existing lenders, the loans under the ABL Credit Facility may be expanded by up to $150 million, and the credit agreements governing the Credit Facilities allow for up to $50.0 million of second lien facilities.
As of September 30, 2024, we had an additional $325.0 million in availability under the ABL Credit Facility.
As of September 30, 2024, each one percentage point change in interest rates would have resulted in a change of approximately $3.8 million in the annual interest expense on the New Senior Secured Term Loan Facility.
As of September 30, 2024, assuming availability was fully utilized, each one percentage point change in interest rates would have resulted in a change of approximately $3.3 million in annual interest expense on the ABL Credit Facility.
Additionally, if the ABL Credit Facility were fully utilized, the margin we pay on borrowings would increase by 0.3% from the current level and we would incur additional interest expense of $1.0 million.
Our overall corporate rating, Senior Notes, New Senior Secured Term Loan Facility and ABL Credit are each currently rated as investment grade by certain agencies while the other agencies have them as non-investment grades.
The outstanding borrowings under the ABL Credit Facility are scheduled to mature on May 26, 2026, the New Senior Secured Term Loan Facility has a maturity date of May 26, 2028, and the Senior Notes mature on June 1, 2031.
As a result, we may not be able to pay dividends or continue to pay dividends at the expected rate or at all in November 2024.
On May 2, 2024, the board of directors approved a new share repurchase program (the “2024 Plan”, and together with the 2021 Plan and amendments thereto, the “Plans”) which is scheduled to begin after the repurchase authorization under the 2021 Plan has been exhausted.
We expect that share repurchases under the Plans will be funded with cash on hand.
The Plans does not obligate us to acquire any particular amount of common stock, and it may be terminated at any time at the Company’s discretion.
Our amended and restated certificate of incorporation includes provisions limiting the personal liability of our directors for breaches of fiduciary duty under the DGCL.
These provisions eliminate a director’s personal liability to the fullest extent permitted by the DGCL for monetary damages resulting from a breach of fiduciary duty, except in circumstances involving: • any breach of the director’s duty of loyalty; • acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of the law; • Section 174 of the DGCL (unlawful dividends); or • any transaction from which the director derives an improper personal benefit.
The principal effect of the limitation on liability provision is that a stockholder will be unable to prosecute an action for monetary damages against a director unless the stockholder can demonstrate a basis for liability for which indemnification is not available under the DGCL.

and 14 more.

Sentence-level comparison of Item 1A in the two most recent 10-Ks (FY2024 ↗, FY2025 ↗). A reworded sentence counts as one dropped and one added, so heavy edits read as low “kept”. Headings and page furniture are stripped; nothing is summarised by a model.

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