Atkore International Holdings Inc. Announces Second Quarter Fiscal Year 2013 Financial Results

 Atkore International Holdings Inc. Announces Second Quarter Fiscal Year 2013
                              Financial Results

PR Newswire

HARVEY, Ill., May 10, 2013

HARVEY, Ill., May10, 2013 /PRNewswire/ --Atkore International Holdings Inc.
("Atkore International" or the "Company"), a global manufacturer of galvanized
steel tubes and pipes, electrical conduit, armored wire and cable, metal
framing systems and building components, today reported financial results for
the second quarter of fiscal year 2013.

(Logo: http://photos.prnewswire.com/prnh/20111004/CG80459LOGO)



Fiscal Year 2013 Second Quarter Financial Highlights



FINANCIAL RESULTS
               Three      Three              Six        Six
               months     months             months     months
               ended      ended      Change  ended      ended      Change
               March 29,  March 30,          March 29,  March
               2013       2012               2013       30, 2012
($ in
millions)
Net sales      $   406    $   427    $ (21)  $   791    $   798    $  (7)
Operating      11         21         (10)    18         23         (5)
income
Adjusted       28         37         (9)     55         56         (1)
EBITDA
Adjusted
Economic       34         36         (2)     69         70         (1)
EBITDA

Net Sales

Net sales decreased $21 million for the three months ended March 29, 2013 to
$406 million, from $427 million for the three months ended March 30, 2012. The
decrease was due primarily to the impact of lower average selling prices from
our Global Pipe, Tube & Conduit ("GPTC") and Global Cable & Cable Management
("GCCM") products of $25 million and an unfavorable foreign currency exchange
impact of $5 million, primarily as a result of the appreciation of the
U.S.Dollar versus the Brazilian Real. This decrease was partially offset by
$8 million from higher volume and $5 million of freight recovery classified as
revenue in the current period. Full quarter revenue generated by a business
acquired in fiscal year 2012, partially offset by the absence of revenue of
the Gem Fabrication manufacturing facility sold in fiscal year 2012, had an
unfavorable impact of $4 million.

Net sales decreased $7 million for the six months ended March 29, 2013 to $791
million, from $798 million for the six months ended March 30, 2012. The
decrease was due primarily to the impact of lower average selling prices from
our GPTC and GCCM products of about $32 million and an unfavorable foreign
currency exchange impact of $8 million, primarily as a result of the
appreciation of the U.S.Dollar versus the Brazilian Real. This decrease was
partially offset by a higher volume of GPTC and GCCM products of approximately
$27 million and $11 million of freight recovery classified as revenue in the
current period. The year to date revenue generated by a business acquired in
fiscal year 2012, partially offset by the absence of revenue of the Gem
Fabrication manufacturing facility sold in fiscal year 2012, had an
unfavorable impact of $5 million.

Operating Income

Operating income decreased by $10 million to $11 million for the three months
ended March 29, 2013, compared to $21 million for the three months ended March
30, 2012. The decrease was due primarily to lower gross margins of $15 million
mainly as a result of lower average selling prices for GPTC products, offset
by lower selling, general and administrative expense of $5 million.

Operating income decreased by $5 million to $18 million for the six months
ended March 29, 2013, compared to $23 million for the six months ended March
30, 2012. The decrease was due primarily to lower gross margins of $8 million,
partly offset by lower selling, general and administrative expense of $3
million.

Adjusted EBITDA (Non-GAAP): Adjusted EBITDA was $28 million and $37 million
for the three months ended March 29, 2013 and March30, 2012, respectively,
and $55 million and $56 million for the six months ended March 29, 2013 and
March30, 2012, respectively.

Adjusted Economic EBITDA (Non-GAAP): In the fourth quarter of fiscal year
2012, the Company began considering results in terms of Adjusted Economic
EBITDA to evaluate the performance of the Company.Adjusted Economic EBITDA is
a metric used internally by management and differs from Adjusted EBITDA
results by substituting an estimate of the current period, current market
steel materials cost in the GPTC business for the accounting cost, which is
done on a FIFO basis.The Company believes Adjusted Economic EBITDA provides a
more accurate view of the economic performance of the business by aligning the
relationship between pricing and steel cost in the same period.Use of the
FIFO costing method, as we do in our GAAP accounting records, results in
higher spreads when steel costs are rising and lower spreads when steel costs
are falling.The difference may be significant and may result in distorted
performance comparisons.The use of Adjusted Economic EBITDA eliminates a
significant portion of this volatility. Adjusted Economic EBITDA was $34
million and $36 million for the three months ended March 29, 2013 and
March30, 2012, respectively, and $69 million and $70 million for the six
months ended March 29, 2013 and March30, 2012, respectively.

Total Net Debt (Non-GAAP): The total net debt was $397 million and $382
million as of March 29, 2013 and September 28, 2012, respectively. The total
net debt is defined as total debt net of cash and cash equivalents limited to
$35 million. The reconciliation between total debt and total net debt was
shown in supplemental schedule F.



SEGMENT RESULTS



Results of Operations by Segment



Global Pipe, Tube & Conduit


                         Three              Six months  Six
          Three months   months             ended       months
          ended March    ended      Change  March 29,   ended     Change
          29, 2013       March 30,          2013        March
                         2012                           30, 2012
Net sales $   260        $   279    $ (19)  $    509    $   515   $  (6)
Operating 5              17         (12)    13          17        (4)
income
Adjusted  17             26         (9)     34          36        (2)
EBITDA

Net Sales

Net sales for the three months ended March 29, 2013 decreased $19 million to
$260 million, from $279 million for the three months ended March 30, 2012. The
decrease was attributable primarily to lower average selling prices. The
decrease was partly offset by $5 million attributable to freight recovery,
which was classified as revenue in the current period. Changes in foreign
currency exchange rates had an unfavorable impact of $5 million, primarily as
a result of the appreciation of the U.S.Dollar versus the Brazilian Real.

Net sales for the six months ended March 29, 2013 decreased $6 million to $509
million, from $515 million for the six months ended March 30, 2012. The
decrease was attributable primarily to lower average selling prices partly
offset by higher volume. The gradually improving non-residential construction
market in North America contributed to higher volumes, up 5% from the six
months ended March 30, 2012. The decrease was also partially offset by an
increase of $10 million of freight recovery, which was classified as revenue
in the current period. Changes in foreign currency exchange rates had an
unfavorable impact of $8 million, primarily as a result of the appreciation of
the U.S.Dollar versus the Brazilian Real.

Operating Income

Operating income for the three months ended March 29, 2013 decreased $12
million to $5 million, compared to $17 million in the three months ended March
30, 2012. The decrease in operating income was due primarily to lower average
selling prices partly offset by lower average raw material steel costs for
GPTC products and $2 million of higher general and administrative costs as a
result of function realignment between corporate and business units. Average
selling prices were 12% lower and average raw material steel costs were 9%
lower during three months ended March 29, 2013, compared to the three months
ended March 30, 2012.

Operating income for the six months ended March 29, 2013 decreased $4 million
to $13 million, compared to $17 million in the six months ended March 30,
2012. The decrease in operating income was due primarily to lower average
selling prices, partly offset by higher volume and lower average raw material
steel costs for GPTC products and $3 million of higher general and
administrative costs as a result of function realignment between corporate and
business units. Average selling prices were 9% lower and average raw material
steel costs were 11% lower during six months ended March 29, 2013, compared to
the six months ended March 30, 2012.

Global Cable & Cable Management
                         Three              Six months  Six
          Three months   months             ended       months
          ended March    ended      Change  March 29,   ended     Change
          29, 2013       March 30,          2013        March
                         2012                           30, 2012
Net sales $   157        $   158    $  (1)  $    302    $   300   $   2
Operating 13             18         (5)     21          30        (9)
income
Adjusted  14             22         (8)     30          38        (8)
EBITDA

Net Sales

Net sales decreased $1 million to $157 million for the three months ended
March 29, 2013, compared to $158 million for the three months ended March 30,
2012. The decrease was due primarily to lower average selling prices,
partially offset by higher volume for GCCM products.

Net sales increased $2 million to $302 million for the six months ended March
29, 2013, compared to $300 million for the six months ended March 30, 2012.
The increase was due primarily to higher volume, partly offset by lower
average selling prices for GCCM products.

Operating Income

Operating income for the three months ended March 29, 2013 decreased $5
million to $13 million, compared to $18 million in the three months ended
March 30, 2012. The decrease was due primarily to lower average selling prices
and higher average raw material copper prices, partly offset by the favorable
impact of higher volume for GCCM products.

Operating income for the six months ended March 29, 2013 decreased $9 million
to $21 million, compared to $30 million in the six months ended March 30,
2012. The decrease was due primarily to lower average selling prices and
higher average raw material copper prices, partly offset by the favorable
impact of higher volume for GCCM products and $1 million of higher general and
administrative costs as a result of function realignment between corporate and
business units.

Conference Call

Atkore International will host a conference call on May10, 2013 at 10:00 a.m.
Eastern Time. The call may be accessed over the telephone at 1-866-803-2143
using the passcode of "Atkore." An audio replay will be available shortly
after the call.

About Atkore International

Atkore International is a global manufacturer of galvanized steel tubes and
pipes, electrical conduit, armored wire and cable, metal framing systems and
building components, serving a wide range of construction, electrical, fire
and security, mechanical and automotive applications. With 3,000 employees and
20 manufacturing and 16 distribution facilities worldwide, Atkore supplies
global customers with innovative solutions and quality products. To learn
more, please visit www.atkore.com

Cautionary Notice Regarding Forward-Looking Statements

This news release contains statements about future events and expectations
that constitute forward-looking statements within the meaning of Section27A
of the Securities Exchange Act of 1933, as amended, and Section21E of the
Securities Exchange Act of 1934, as amended, and are subject to the safe
harbor provisions created by statute. Words such as "anticipate," "believe,"
"estimate," "expect," "intend," "plan," "project," "target," "can," "could,"
"may," "should," "will," "would," or similar expressions are intended to
identify such forward-looking statements.

Forward-looking statements are based on our beliefs, assumptions and
expectations of our future financial and operating performance and growth
plans, taking into account the information currently available to us. These
statements are not statements of historical fact. Forward-looking statements
involve risks and uncertainties that may cause our actual results to differ
materially from the expectations of future results we express or imply in any
forward-looking statements, and readers are cautioned not to place undue
reliance on such statements. Factors that could cause actual events or results
to differ materially from the events or results described in any
forward-looking statements include, but are not limited to: the sustained or
further downturn in the non-residential construction industry; fluctuations in
the price of raw materials; new regulations related to "conflict minerals";
our reliance on the availability and cost of freight and energy; changes in
governmental regulation, including the National Electrical Code or other
legislation and regulation; risks relating to doing business internationally;
claims for damages for defective products; our ability to generate or raise
capital in the future; risk of material environmental, health and safety
liabilities and obligations; changes in the source and intensity of
competition in business; the level of similar product imports into North
America; our reliance on a small number of customers; work stoppages, employee
strikes and other production disputes; our significant financial obligations
relating to pension plans; unplanned outages at our facilities and other
unforeseen disruptions; our ability to protect and enforce our intellectual
property rights; our ability to attract and retain qualified employees; the
reliability of our information systems; cyber security risks and cyber
incidents; risks inherent in acquisitions and the financing thereof; our
substantial indebtedness and our ability to incur further indebtedness;
limitations on our business under the instruments governing our indebtedness;
risks relating to us operating as a stand-alone company; and the risk that the
benefits from the sale by Tyco International Ltd. of a majority interest in us
to Clayton Dubilier& Rice, LLC and the related transactions may not be fully
realized or may take longer to realize than expected.

You should read carefully the factors described under the section titled "Risk
Factors" in the Company's Form 10-K for the fiscal year ended September28,
2012, and those described in our other filings with the SEC. These and other
risks, uncertainties and factors could cause our actual results to differ
materially from those projected in any forward-looking statements we make.
These factors may not constitute all factors that could cause actual results
to differ materially. We operate in a continually changing business
environment. New factors emerge from time to time, and it is not possible to
predict all risks that may affect us. We assume no obligation to update or
revise any forward-looking statements for any reason, or to update the reasons
actual results could differ materially from those anticipated in
forward-looking statements, even if new information becomes available in the
future. 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 be viewed as historical data.

Note Concerning Non-GAAP Measurement Tools

We have provided detailed explanations of our non-GAAP financial measures in
our Form 8-K filed this morning, which is available on our website.

Supplemental Schedules
Condensed Consolidated Statements of Operations  A
Condensed Consolidated Balance Sheets            B
Condensed Consolidated Statements of Cash Flows  C
Segment & Geographic Information                 D
Non-GAAP Financial Measure Reconciliation        E&F





Supplemental Schedule A


ATKORE INTERNATIONAL HOLDINGS INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(unaudited)
                                Three Months Ended    Six Months Ended
($ in millions)                 March 29,  March 30,  March 29,   March 30,
                                2013       2012       2013        2012
Net sales                       $   406    $   427    $   791     $   798
Costs and expenses
Cost of sales                   350        356        681         680
Selling, general and            45         50         92          95
administrative
Operating income                11         21         18          23
Interest expense, net           12         12         24          24
(Loss) income before income     (1)        9          (6)         (1)
taxes
Income tax expense              1          3          —           —
(Loss) income from continuing   (2)        6          (6)         (1)
operations
Loss from discontinued
operations and disposal net of  —          (2)        —           (3)
income tax benefit of $0, $1,
$0, $2, respectively
Net (loss) income               $   (2)    $   4      $   (6)     $   (4)



Supplemental Schedule B


ATKORE INTERNATIONAL HOLDINGS INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(unaudited)


($ in millions, except per share data)    March 29, 2013  September 28, 2012
Assets
Current Assets:
Cash and cash equivalents                 $     29        $       52
Accounts receivable, less allowance for
doubtful accounts of $5 and $3,           225             235
respectively
Receivables due from Tyco                 2               9
InternationalLtd. and its affiliates
Inventories, net                          268             237
Assets held for sale                      9               11
Prepaid expenses and other current assets 41              35
Deferred income taxes                     22              22
Total current assets                      596             601
Property, plant and equipment, net        271             283
Intangible assets, net                    259             266
Goodwill                                  132             132
Deferred income taxes                     2               3
Receivables due from Tyco International   14              13
Ltd. and its affiliates
Other assets                              25              31
Total Assets                              $     1,299     $       1,329
Liabilities and Equity
Current Liabilities:
Short-term debt and current maturities of $     16        $       7
long-term debt
Accounts payable                          106             130
Income tax payable                        2               4
Accrued and other current liabilities     73              79
Total current liabilities                 197             220
Long-term debt                            410             410
Deferred income taxes                     82              83
Income tax payable                        14              13
Pension liabilities                       38              40
Other long-term liabilities               11              11
Total Liabilities                         752             777
Shareholder's Equity:
Common shares, $.01 par value, 1,000
shares authorized, 100 shares issued and  —               —
outstanding
Additional paid in capital                606             605
Accumulated deficit                       (31)            (25)
Accumulated other comprehensive loss      (28)            (28)
Total Shareholder's Equity                547             552
Total Liabilities and Shareholder's       $     1,299     $       1,329
Equity



Supplemental Schedule C




ATKORE INTERNATIONAL HOLDINGS INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(unaudited)


($ in millions)                           Six months ended  Six months ended
                                          March 29, 2013    March 30, 2012
Operating activities
Net loss                                  $       (6)       $       (4)
Adjustments to reconcile net loss to net
cash used for operating activities:
Loss from discontinued operations and     —                 3
disposal
Depreciation and amortization             24                25
Amortization of debt issuance costs       3                 3
Deferred income taxes                     (1)               —
Provision for losses on accounts          4                 3
receivable and inventory
Asset impairment charges                  2                 —
Other items                               3                 1
Changes in operating assets and
liabilities, net of effects from          (55)              (46)
acquisitions
Net cash used for continuing operating    (26)              (15)
activities
Net cash provided by discontinued         —                 3
operating activities
Net cash used for operating activities    (26)              (12)
Investing activities:
Capital expenditures                      (6)               (13)
Acquisitions of businesses, net of cash   —                 (39)
acquired
Net cash used for continuing investing    (6)               (52)
activities
Net cash provided by discontinued         —                 —
investing activities
Net cash used for investing activities    (6)               (52)
Financing activities:
Borrowings under Credit Facility          105               276
Repayments under Credit Facility          (95)              (221)
Proceeds from short-term debt             4                 3
Repayments of short-term debt             (5)               —
Net cash provided by continuing financing 9                 58
activities
Net cash provided by discontinued         —                 —
financing activities
Net cash provided by financing activities 9                 58
Effects of foreign exchange rate changes  —                 1
on cash and cash equivalents
Decrease in cash and cash equivalents     (23)              (5)
Cash and cash equivalents at beginning of 52                48
period
Cash and cash equivalents at end of       $       29        $       43
period
Supplementary Cash Flow information
Interest paid                             $       21        $       22
Income taxes paid, net of refunds         4                 2



Supplemental Schedule D


ATKORE INTERNATIONAL HOLDINGS INC.

SEGMENT & GEOGRAPHIC INFORMATION

(unaudited)


                      Three months    Three months  Six months  Six months
                      ended           ended         ended       ended
($ in millions)
                      March 29, 2013  March 30,     March 29,   March 30,
                                      2012          2013        2012
Net sales:
Global Pipe, Tube&   $      260      $     279     $    509    $    515
Conduit
Global Cable& Cable  157             158           302         300
Management
Elimination of        (11)            (10)          (20)        (17)
intersegment revenues
                      $      406      $     427     $    791    $    798
Operating income
(loss):
Global Pipe, Tube&   $      5        $     17      $    13     $    17
Conduit
Global Cable& Cable  13              18            21          30
Management
Corporate and Other   (7)             (14)          (16)        (24)
                      $      11       $     21      $    18     $    23



                Three months     Three months     Six months      Six months
                ended            ended            ended           ended
($ in millions)
                March 29, 2013  March 30, 2012   March 29, 2013  March 30,
                                                                  2012
Net sales:
U.S.            $      334       $      356       $      656      $     662
Other Americas  47               45               87              90
Europe          10               13               19              23
Asia-Pacific    15               13               29              23
                $      406       $      427       $      791      $     798



Supplemental Schedule E


ATKORE INTERNATIONAL HOLDINGS INC.

NON-GAAP FINANCIAL MEASURE RECONCILIATION

(unaudited)


                     Three months  Three months  Six months   Six months
($ in millions)      ended March   ended March   ended March  ended March
                     29, 2013      30, 2012      29, 2013     30, 2012
Net (loss) income    $     (2)     $     4       $    (6)     (4)
Loss from
discontinued         —             3             —            5
operations
Tax impact on
discontinued         —             (1)           —            (2)
operations
Net (loss) income
from continuing      (2)           6             (6)          (1)
operations
Add:
Depreciation and     11            12            24           25
amortization
Interest expense     12            12            24           24
Expense for income   1             3             —            —
tax
EBITDA               22            33            42           48
Add:
Restructuring (1)    (1)           —             1            —
Non-cash share based 1             —             1            —
compensation (2)
Unusual product      1             —             1            1
liability (3)
Non-cash pension     1             —             2            1
expense (4)
Management fee       1             1             3            3
Asset impairment (5) 1             —             2            —
Other non-cash items 2             3             3            3
(6)
Adjusted EBITDA      $     28      $     37      $    55      56
Economic EBITDA      6             (1)           14           14
Adjustment (7)
Adjusted Economic    $     34      $     36      $    69      $     70
EBITDA



                   GlobalPipe,     GlobalCable

                   Tube &           & Cable          Corporate    Consolidated

                   Conduit          Management
                   Three months     Three months     Three        Three months
($ in millions)    ended March 29,  ended March 29,  months       ended March
                   2013             2013             ended March  29, 2013
                                                     29, 2013
Operating income   5                13               (7)          11
(loss)
Add:
Depreciation and   7                3                1            11
amortization
EBITDA             12               16               (6)          22
Add:
Restructuring (1)  1                (2)              —            (1)
Non-cash share
based compensation —                —                1            1
(2)
Unusual product    —                —                1            1
liability (3)
Non-cash pension   1                —                —            1
expense (4)
Management fee     —                —                1            1
Asset impairment   1                —                —            1
(5)
Other non-cash     2                —                —            2
items (6)
Adjusted EBITDA    17               14               (3)          28



                      GlobalPipe,     GlobalCable

                      Tube &           & Cable       Corporate    Consolidated

                      Conduit          Management
                      Three months     Three months  Three        Three months
($ in millions)       ended March 30,  ended March   months       ended March
                      2012             30, 2012      ended March  30, 2012
                                                     30, 2012
Operating income      $       17       $     18      $    (14)    $     21
(loss)
Add:
Depreciation and      8                4             —            12
amortization
EBITDA                25               22            (14)         33
Add:
Restructuring (1)     —                —             —            —
Non-cash share based  —                —             —            —
compensation (2)
Unusual product       —                —             —            —
liability (3)
Non-cash pension      —                —             —            —
expense (4)
Management fee        —                —             1            1
Asset impairment (5)  —                —             —            —
Other non-cash items  1                —             2            3
(6)
Adjusted EBITDA       $       26       $     22      $    (11)    $     37



                     GlobalPipe,      GlobalCable

                     Tube &            & Cable       Corporate    Consolidated

                     Conduit           Management
                     Six months ended  Six months    Six months   Six months
($ in millions)      March 29, 2013    ended March   ended March  ended March
                                       29, 2013      29, 2013     29, 2013
Operating income     $       13        $     21      $    (16)    $     18
(loss)
Add:
Depreciation and     15                8             1            24
amortization
EBITDA               28                29            (15)         42
Add:
Restructuring (1)    1                 —             —            1
Non-cash share based —                 —             1            1
compensation (2)
Unusual product      —                 —             1            1
liability (3)
Non-cash pension     2                 —             —            2
expense (4)
Management fee       —                 —             3            3
Asset impairment (5) 1                 1             —            2
Other non-cash items 2                 —             1            3
(6)
Adjusted EBITDA      $       34        $     30      $    (9)     $     55



                   GlobalPipe,     GlobalCable

                   Tube &           & Cable          Corporate    Consolidated

                   Conduit          Management
                   Six months       Six months       Six months   Six months
($ in millions)    ended March 30,  ended March 30,  ended March  ended March
                   2012             2012             30, 2012     30, 2012
Operating income   17               30               (24)         23
(loss)
Add:
Depreciation and   17               8                —            25
amortization
EBITDA             34               38               (24)         48
Add:
Restructuring (1)  —                —                —            —
Non-cash share
based compensation —                —                —            —
(2)
Unusual product    —                —                1            1
liability (3)
Non-cash pension   1                —                —            1
expense (4)
Management fee     —                —                3            3
Asset impairment   —                —                —            —
(5)
Other non-cash     1                —                2            3
items (6)
Adjusted EBITDA    36               38               (18)         56



                 GlobalPipe,      GlobalCable

                 Tube &            & Cable          Corporate    Consolidated

                 Conduit           Management
                                                    For the      For the
                 For the Trailing  For the          Trailing     Trailing
($ in millions)  Twelve Months     Trailing Twelve  Twelve       Twelve Months
                 Ended March 29,   Months Ended     Months       Ended March
                 2013              March 29, 2013   Ended March  29, 2013
                                                    29, 2013
Operating income 20                54               (43)         31
(loss)
Add:
Depreciation and 32                16               1            49
amortization
EBITDA           52                70               (42)         80
Add:
Restructuring    2                 1                (2)          1
(1)
Non-cash share
based            —                 —                2            2
compensation (2)
Unusual product  —                 —                4            4
liability (3)
Non-cash pension 3                 1                —            4
expense (4)
Management fee   —                 —                6            6
Asset impairment 7                 1                6            14
(5)
Other non-cash   4                 1                2            7
items (6)
Adjusted EBITDA  68                74               (24)         118



                For the                                 For the
                Three     For the Three  For the Three  Three    For the
                Months    Months Ended   Months Ended   Months   Trailing
(in millions)   Ended     September28,  December28,   Ended    Twelve Months
                June 29,  2012           2012           March    Ended March
                2012                                    29,      29, 2013
                                                        2013
Net income      (3)       (1)            (4)            (2)      (10)
(loss)
Loss from
discontinued    1         —              —              —        1
operations
Tax impact on
discontinued    2         —              —              —        2
operations
Net (loss)
income from     —         (1)            (4)            (2)      (7)
continuing
operations
Add:
Depreciation
and             13        12             13             11       49
amortization
Interest        13        11             12             12       48
expense
(Benefit)
expense for     (6)       (4)            (1)            1        (10)
income tax
EBITDA          20        18             20             22       80
Add:
Restructuring   (2)       2              2              (1)      1
(1)
Non-cash share
based           —         1              —              1        2
compensation
(2)
Unusual product —         3              —              1        4
liability (3)
Non-cash
pension expense 1         1              1              1        4
(4)
Management fee  2         1              2              1        6
Asset           9         3              1              1        14
impairment (5)
Other non-cash  2         2              1              2        7
items (6)
Adjusted EBITDA 32        31             27             28       118
Economic EBITDA 11        14             8              6        39
Adjustment (7)
Adjusted        43        45             35             34       157
Economic EBITDA


(1) Represents facility exit costs and employee severance and benefit costs.
(2) Represents the add-back of non-cash compensation expense for restricted
    share awards and share options.
(3) Represents the add-back of product liability expense associated with a
    discontinued type of sprinkler pipe.
(4) Represents the add-back of pension expense.
    Represents asset impairment charges related to an Enterprise Resource
(5) Planning system, intangible assets and goodwill associated with a
    manufacturing facility classified as held for sale, and buildings held for
    sale.
    Other represents the net impact of other non-cash items, including
(6) non-recurring consulting fees, one-time executive severance expense, and a
    loss on the sale of fixed assets.
    Represents an adjustment to cost of sales in the GPTC business to
    substitute an estimate of the current period, current market steel
    materials cost for the accounting cost, which is done on a FIFO basis. The
    Company believes this adjustment represents a more accurate view of the
    economic performance by aligning the relationship between pricing and
(7) steel cost in the same period. Use of the FIFO costing method, as we do in
    our GAAP accounting records, results in higher spreads when steel costs
    are rising and lower spreads when steel costs are falling. The difference
    may be significant and may result in distorted performance comparisons.
    The use of Adjusted Economic EBITDA eliminates a significant portion of
    this volatility.



Supplemental Schedule F




ATKORE INTERNATIONAL HOLDINGS INC.

NON-GAAP FINANCIAL MEASURE RECONCILIATION

(unaudited)


 Consolidated Total Leverage Ratio as of March 29, 2013 is as follows:
($ in millions)                           March 29, 2013  September 28, 2012
Senior secured notes due January1, 2018  $      410      $        410
Asset-based credit facility               10              —
Other                                     6               7
Total debt                                426             417
Less cash on-hand (limited to $35         (29)            (35)
million) (1)
Total net debt (A)                        $      397      $        382
Total Consolidated EBITDA (B)(2)         118             119
Total Leverage Ratio (A)/(B)              3.4             3.2

(1) As of March29, 2013 and September28, 2012, cash and cash equivalents
    were $29 million and $52 million, respectively.
(2) Total consolidated Adjusted EBITDA for the last 12 months.

SOURCE Atkore International

Contact: Lisa Winter, +1-708-225-2453, lwinter@atkore.com
 
Press spacebar to pause and continue. Press esc to stop.