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

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

PR Newswire

HARVEY, Ill., Aug. 9, 2013

HARVEY, Ill., Aug.9, 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 third quarter of fiscal year 2013.

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

Fiscal Year 2013 Third Quarter Financial Highlights



FINANCIAL RESULTS
              Three       Three
              months      months             Nine months  Nine months
              ended June  ended     Change   ended June   ended June   Change
              28, 2013    June 29,           28, 2013     29, 2012
                          2012
($ in
millions)
Net sales     $   406     $  428    $ (22)   $  1,197     $  1,226     $ (29)
Operating     (17)        7         (24)     1            30           (29)
(loss) income
Adjusted      23          32        (9)      78           88           (10)
EBITDA
Adjusted
Economic      32          43        (11)     101          113          (12)
EBITDA

Net Sales

Net sales decreased $22 million for the three months ended June 28, 2013 to
$406 million, from $428 million for the three months ended June 29, 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 $24 million and an unfavorable foreign currency exchange
impact of $2 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. The absence of revenue of the Gem Fabrication
manufacturing facility sold in fiscal year 2012 had an unfavorable impact of
$5 million.

Net sales decreased $29 million for the nine months ended June 28, 2013 to
$1,197 million, from $1,226 million for the nine months ended June 29, 2012.
The decrease was due primarily to the impact of lower average selling prices
from our GPTC and GCCM products of about $56 million and an unfavorable
foreign currency exchange impact of $11 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
$32 million and $15 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 $9 million.

Operating Income

Operating loss was $17 million for the three months ended June 28, 2013, which
decreased $24 million from the operating income of $7 million for the three
months ended June 29, 2012. The decrease was due primarily to lower gross
margins of $12 million, mainly as a result of lower average selling prices for
GPTC products and higher asset impairment charges of $15 million, offset by
lower selling, general and administrative expense of $3 million.

Operating income decreased by $29 million to $1 million for the nine months
ended June 28, 2013, compared to $30 million for the nine months ended June
29, 2012. The decrease was due primarily to lower gross margins of $20 million
and high asset impairment charges of $17 million, partly offset by lower
selling, general and administrative expense of $8 million.

Adjusted EBITDA (Non-GAAP): Adjusted EBITDA was $23 million and $32 million
for the three months ended June 28, 2013 and June29, 2012, respectively, and
$78 million and $88 million for the nine months ended June 28, 2013 and
June29, 2012, respectively.

Adjusted Economic EBITDA (Non-GAAP): Adjusted Economic EBITDA was $32 million
and $43 million for the three months ended June 28, 2013 and June29, 2012,
respectively, and $101 million and $113 million for the nine months ended June
28, 2013 and June29, 2012, respectively.

Total Net Debt (Non-GAAP): The total net debt was $379 million and $382
million as of June28, 2013 and September28, 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                Nine      Nine
                Three months  months               months    months
                ended June    ended June  Change   ended     ended     Change
                28, 2013      29, 2012             June 28,  June 29,
                                                   2013      2012
Net sales       $   266       $   276     $ (10)   $  775    $  791    $ (16)
Operating       (17)          6           (23)     (4)       23        7
(loss) income
Adjusted EBITDA 15            19          (4)      49        54        (5)

Net Sales

Net sales for the three months ended June 28, 2013 decreased $10 million to
$266 million, from $276 million for the three months ended June 29, 2012. The
decrease was attributable primarily to lower average selling prices partly
offset by higher volume. The decrease was also 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 $2 million, primarily as a result of the appreciation of the
U.S.Dollar versus the Brazilian Real.

Net sales for the nine months ended June 28, 2013 decreased $16 million to
$775 million, from $791 million for the nine months ended June 29, 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 4% from the nine
months ended June 29, 2012. The decrease was also partially offset by an
increase of $15 million of freight recovery, which was classified as revenue
in the current period. Changes in foreign currency exchange rates had an
unfavorable impact of $11 million, primarily as a result of the appreciation
of the U.S.Dollar versus the Brazilian Real.

Operating Income

Operating loss was $17 million for the three months ended June 28, 2013, which
decreased $23 million from operating income of $6 million in the three months
ended June 29, 2012. The decrease in operating income was due primarily to
higher asset impairment charges of $21 million and lower average selling
prices partly offset by lower average raw material steel costs for GPTC
products. Average selling prices were 10% lower during three months ended June
28, 2013, compared to the three months ended June 29, 2012.

Operating loss was $4 million for the nine months ended June 28, 2013, which
decreased $27 million from operating income of $23 million in the nine months
ended June 29, 2012. The decrease in operating income was due primarily to
higher asset impairment charge of $22 million and lower average selling
prices, partly offset by higher volume and lower average raw material steel
costs for GPTC products. Average selling prices were 9% lower during the nine
months ended June 28, 2013, compared to the nine months ended June 29, 2012.



Global Cable & Cable Management
                              Three                Nine      Nine
                Three months  months               months    months
                ended June    ended June  Change   ended     ended     Change
                28, 2013      29, 2012             June 28,  June 29,
                                                   2013      2012
Net sales       $   151       $   163     $ (12)   $  453    $  463    $ (10)
Operating       9             17          (8)      30        47        (17)
income
Adjusted EBITDA 13            21          (8)      43        59        (16)

Net Sales

Net sales decreased $12 million to $151 million for the three months ended
June 28, 2013, compared to $163 million for the three months ended June 29,
2012. The decrease was due primarily to lower average selling prices and lower
volume of cable products impacted by an employee strike at one of our plants
which was settled in July 2013, partially offset by higher volume for cable
management products.

Net sales decreased $10 million to $453 million for the nine months ended June
28, 2013, compared to $463 million for the nine months ended June 29, 2012.
The decrease was due primarily to lower average selling prices and lower
volume of cable products impacted by an employee strike at one of our plants
which was settled in July 2013, partially offset by higher volume for cable
management products.

Operating Income

Operating income for the three months ended June 28, 2013 decreased $8 million
to $9 million, compared to $17 million in the three months ended June 29,
2012. The decrease was due primarily to lower average selling prices and lower
volume of cable products and additional operating expense as a result of an
employee strike at one of our plants which was settled in July 2013, partially
offset by the favorable impact of higher volume for cable management products
and lower average raw material copper costs.

Operating income for the nine months ended June 28, 2013 decreased $17 million
to $12 million, compared to $47 million in the nine months ended June 29,
2012. The decrease was due primarily to lower average selling prices and lower
volume of cable products and additional operating expense as a result of an
employee strike at one of our plants which was settled in July 2013 and an
asset impairment charge of $1 million, partially offset by the favorable
impact of higher volume for cable management products.

Conference Call

Atkore International will host a conference call on August9, 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            Nine Months Ended
($ in millions)               June 28, 2013  June 29, 2012  June 28,  June 29,
                                                            2013      2012
Net sales                     $   406        $    428       $ 1,197   $ 1,226
Costs and expenses
Cost of sales                 356            366            1,037     1,046
Asset impairment charges      24             9              26        9
Selling, general and          43             46             133       141
administrative
Operating (loss) income       (17)           7              1         30
Interest expense, net         12             13             36        37
Loss before income taxes      (29)           (6)            (35)      (7)
Income tax expense (benefit)  1              (6)            1         (6)
Loss from continuing          (30)           —              (36)      (1)
operations
Loss from discontinued
operations and disposal net   —              (3)            —         (6)
of income tax expense of $0,
$2, $0, $0, respectively
Net loss                      $   (30)       $    (3)       $ (36)    $ (7)



Supplemental Schedule B
ATKORE INTERNATIONAL HOLDINGS INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(unaudited)
($ in millions, except per share data)       June 28, 2013  September 28, 2012
Assets
Current Assets:
Cash and cash equivalents                    $   57         $     52
Accounts receivable, less allowance for      211            235
doubtful accounts of $5 and $3, respectively
Receivables due from Tyco InternationalLtd. 3              9
and its affiliates
Inventories, net                             249            237
Assets held for sale                         11             11
Prepaid expenses and other current assets    37             35
Deferred income taxes                        20             22
 Total current assets                 588            601
Property, plant and equipment, net           241            283
Intangible assets, net                       255            266
Goodwill                                     132            132
Deferred income taxes                        —              3
Receivables due from Tyco International Ltd. 13             13
and its affiliates
Other assets                                 19             31
 Total Assets                         $   1,248      $     1,329
Liabilities and Equity
Current Liabilities:
Short-term debt                              $   4          $     7
Accounts payable                             105            130
Income tax payable                           3              4
Accrued and other current liabilities        76             79
 Total current liabilities            188            220
Long-term debt                               410            410
Deferred income taxes                        80             83
Income tax payable                           13             13
Pension liabilities                          37             40
Other long-term liabilities                  11             11
 Total Liabilities                    739            777
Shareholder's Equity:
Common shares, $.01 par value, 1,000 shares
authorized, 100 shares issued and            —              —
outstanding
Additional paid in capital                   607            605
Accumulated deficit                          (61)           (25)
Accumulated other comprehensive loss         (37)           (28)
 Total Shareholder's Equity           509            552
 Total Liabilities and Shareholder's  $   1,248      $     1,329
Equity



                                          Supplemental Schedule C
ATKORE INTERNATIONAL HOLDINGS INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(unaudited)
                                          Nine months ended  Nine months ended
($ in millions)
                                          June 28, 2013      June 29, 2012
Operating activities
Net loss                                  $     (36)         $     (7)
Adjustments to reconcile net loss to net
cash used for operating activities:
Loss from discontinued operations and     —                  6
disposal
Depreciation and amortization             36                 38
Amortization of debt issuance costs       5                  5
Deferred income taxes                     —                  (8)
Provision for losses on accounts          5                  4
receivable and inventory
Asset impairment charges                  26                 9
Other items                               4                  1
Changes in operating assets and
liabilities, net of effects from          (27)               (37)
acquisitions
Net cash provided by continuing operating 13                 11
activities
Net cash provided by discontinued         —                  10
operating activities
Net cash provided by operating activities 13                 21
Investing activities:
Capital expenditures                      (9)                (17)
Proceeds from sale of properties and      3                  —
equipment
Acquisitions of businesses, net of cash   —                  (40)
acquired
Other, net                                3                  —
Net cash used for continuing investing    (3)                (57)
activities
Net cash provided by discontinued         —                  40
investing activities
Net cash used for investing activities    (3)                (17)
Financing activities:
Borrowings under Credit Facility          192                374
Repayments under Credit Facility          (192)              (393)
Proceeds from short-term debt             7                  4
Repayments of short-term debt             (10)               (1)
Repayments of long-term debt              —                  (1)
Net cash used for continuing financing    (3)                (17)
activities
Net cash provided by discontinued         —                  —
financing activities
Net cash used for financing activities    (3)                (17)
Effects of foreign exchange rate changes  (2)                (1)
on cash and cash equivalents
Increase (decrease) in cash and cash      5                  (14)
equivalents
Cash and cash equivalents at beginning of 52                 48
period
Cash and cash equivalents at end of       $     57           $     34
period
Supplementary Cash Flow information
Interest paid                             $     21           $     23
Income taxes paid, net of refunds         3                  3
Capital expenditures, not yet paid        1                  1



Supplemental Schedule D
ATKORE INTERNATIONAL HOLDINGS INC.

SEGMENT & GEOGRAPHIC INFORMATION

(unaudited)
                     Three months   Three months  Nine months    Nine months
                     ended          ended         ended          ended
($ in millions)
                     June 28, 2013  June 29,      June 28, 2013  June 29, 2012
                                    2012
Net sales:
Global Pipe, Tube&  $   266        $   276       $   775        $   791
Conduit
Global Cable& Cable 151            163           453            463
Management
Elimination of
intersegment         (11)           (11)          (31)           (28)
revenues
                     $   406        $   428       $   1,197      $   1,226
Operating (loss)
income:
Global Pipe, Tube&  $   (17)       $   6         $   (4)        $   23
Conduit
Global Cable& Cable 9              17            30             47
Management
Corporate and Other  (9)            (16)          (25)           (40)
                     $   (17)       $   7         $   1          $   30



               Three months    Three months    Nine months      Nine months
               ended           ended           ended            ended

               June 28, 2013   June 29, 2012   June 28, 2013    June 29, 2012
Net sales:
U.S.           $    335        $    354        $   991          $   1,017
Other Americas 47              48              134              137
Europe         10              11              29               34
Asia-Pacific   14              15              43               38
               $    406        $    428        $   1,197        $   1,226



Supplemental Schedule E
ATKORE INTERNATIONAL HOLDINGS INC.

NON-GAAP FINANCIAL MEASURE RECONCILIATION

(unaudited)
                        Three months   Three months   Nine months  Nine months
                        ended          ended          ended        ended
($ in millions)
                        June 28, 2013  June 29, 2012  June 28,     June 29,
                                                      2013         2012
Net loss                $   (30)       $    (3)       $   (36)     $   (7)
Loss from discontinued  —              1              —            6
operations
Tax impact on
discontinued            —              2              —            —
operations
Net loss from           (30)           —              (36)         (1)
continuing operations
Add:
Depreciation and        12             13             36           38
amortization
Interest expense        12             13             36           37
Benefit for income tax  1              (6)            1            (6)
EBITDA                  (5)            20             37           68
Add:
Restructuring (1)       —              (2)            1            (2)
Non-cash share based    1              —              2            —
compensation (2)
Unusual product         1              —              2            1
liability (3)
Non-cash pension        —              1              2            2
expense (4)
Management fee          2              2              5            5
Asset impairment (5)    24             9              26           9
Other non-cash items    —              2              3            5
(6)
Adjusted EBITDA         $   23         $    32        $   78       $   88
Economic EBITDA         9              11             23           25
Adjustment (7)
Adjusted Economic       $   32         $    43        $   101      $   113
EBITDA



                     GlobalPipe,   GlobalCable

                     Tube &         & Cable        Corporate     Consolidated

                     Conduit        Management
                     Three months   Three months   Three months  Three months
                     ended          ended          ended         ended
($ in millions)
                     June 28, 2013  June 28, 2013  June 28,      June 28, 2013
                                                   2013
Operating (loss)     $    (17)      $     9        $   (9)       $    (17)
income
Add:
Depreciation and     8              4              —             12
amortization
EBITDA               (9)            13             (9)           (5)
Add:
Restructuring (1)    —              —              —             —
Non-cash share
based compensation   —              —              1             1
(2)
Unusual product      —              —              1             1
liability (3)
Non-cash pension     —              —              —             —
expense (4)
Management fee       —              —              2             2
Asset impairment     24             —              —             24
(5)
Other non-cash       —              —              —             —
items (6)
Adjusted EBITDA      $    15        $     13       $   (5)       $    23



                     GlobalPipe,   GlobalCable

                     Tube &         & Cable        Corporate     Consolidated

                     Conduit        Management
                     Three months   Three months   Three months  Three months
                     ended          ended          ended         ended
($ in millions)
                     June 29, 2012  June 29, 2012  June 29,      June 29, 2012
                                                   2012
Operating income     $     6        $     17       $   (16)      $     7
(loss)
Add:
Depreciation and     9              4              —             13
amortization
EBITDA               15             21             (16)          20
Add:
Restructuring (1)    —              —              (2)           (2)
Non-cash share
based compensation   —              —              —             —
(2)
Unusual product      —              —              —             —
liability (3)
Non-cash pension     1              —              —             1
expense (4)
Management fee       —              —              2             2
Asset impairment     3              —              6             9
(5)
Other non-cash       —              —              2             2
items (6)
Adjusted EBITDA      $     19       $     21       $   (8)       $     32



                      GlobalPipe,   GlobalCable

                      Tube &         & Cable        Corporate    Consolidated

                      Conduit        Management
                      Nine months    Nine months    Nine months  Nine months
                      ended          ended          ended        ended
($ in millions)
                      June 28, 2013  June 28, 2013  June 28,     June 28, 2013
                                                    2013
Operating (loss)      $    (4)       $     30       $   (25)     $     1
income
Add:
Depreciation and      23             12             1            36
amortization
EBITDA                19             42             (24)         37
Add:
Restructuring (1)     1              —              —            1
Non-cash share based  —              —              2            2
compensation (2)
Unusual product       —              —              2            2
liability (3)
Non-cash pension      2              —              —            2
expense (4)
Management fee        —              —              5            5
Asset impairment (5)  25             1              —            26
Other non-cash items  2              —              1            3
(6)
Adjusted EBITDA       $    49        $     43       $   (14)     $     78



                      GlobalPipe,   GlobalCable

                      Tube &         & Cable        Corporate    Consolidated

                      Conduit        Management
                      Nine months    Nine months    Nine months  Nine months
                      ended          ended          ended        ended
($ in millions)
                      June 29, 2012  June 29, 2012  June 29,     June 29, 2012
                                                    2012
Operating income      $     23       $     47       $   (40)     $     30
(loss)
Add:
Depreciation and      25             12             1            38
amortization
EBITDA                48             59             (39)         68
Add:
Restructuring (1)     —              —              (2)          (2)
Non-cash share based  —              —              —            —
compensation (2)
Unusual product       —              —              1            1
liability (3)
Non-cash pension      2              —              —            2
expense (4)
Management fee        —              —              5            5
Asset impairment (5)  3              —              6            9
Other non-cash items  1              —              4            5
(6)
Adjusted EBITDA       $     54       $     59       $   (25)     $     88



                 GlobalPipe,     GlobalCable

                 Tube &           & Cable          Corporate     Consolidated

                 Conduit          Management
                                                   For the       For the
                 For the          For the          Trailing      Trailing
                 Trailing Twelve  Trailing Twelve  Twelve        Twelve Months
($ in millions)  Months Ended     Months Ended     Months Ended  Ended

                 June 28, 2013    June 28, 2013    June 28,      June 28, 2013
                                                   2013
Operating        $    (3)         $     46         $   (36)      $    7
(loss) income
Add:
Depreciation
and              31               16               1             48
amortization
EBITDA           28               62               (35)          55
Add:
Restructuring    2                1                —             3
(1)
Non-cash share
based            —                —                3             3
compensation
(2)
Unusual product  —                —                5             5
liability (3)
Non-cash
pension expense  3                —                —             3
(4)
Management fee   —                —                6             6
Asset            28               1                —             29
impairment (5)
Other non-cash   4                1                —             5
items (6)
Adjusted EBITDA  $    65          $     65         $   (21)      $    109



                    For the Three  For the Three  For the    For the  For the
                    Months         Months         Three      Three    Trailing
                                                  Months     Months   Twelve
(in millions)       Ended          Ended          Ended      Ended    Months
                                                                      Ended
                    September28,  December28,   March 29,  June
                    2012           2012           2013       28,      June 28,
                                                             2013     2013
Net loss            $    (1)       $    (4)       $  (2)     $ (30)   $  (37)
Loss from
discontinued        —              —              —          —        —
operations
Tax impact on
discontinued        —              —              —          —        —
operations
Net loss from
continuing          (1)            (4)            (2)        (30)     (37)
operations
Add:
Depreciation and    12             13             11         12       48
amortization
Interest expense    11             12             12         12       47
(Benefit) expense   (4)            (1)            1          1        (3)
for income tax
EBITDA              18             20             22         (5)      55
Add:
Restructuring (1)   2              2              (1)        —        3
Non-cash share
based compensation  1              —              1          1        3
(2)
Unusual product     3              —              1          1        5
liability (3)
Non-cash pension    1              1              1          —        3
expense (4)
Management fee      1              2              1          2        6
Asset impairment    3              1              1          24       29
(5)
Other non-cash      2              1              2          —        5
items (6)
Adjusted EBITDA     31             27             28         23       109
Economic EBITDA     14             8              6          9        37
Adjustment (7)
Adjusted Economic   $    45        $    35        $  34      $ 32     $  146
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 Brazil asset group, an
(5) Enterprise Resource Planning system, intangible assets and goodwill
    associated with a manufacturing facility classified as held for sale, and
    buildings held for sale.
    Represents the net impact of other non-cash items, including non-recurring
(6) consulting fees, a 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 first-in
    first-out ("FIFO") basis. The Company believes this adjustment represents
    a more accurate view of the economic performance by aligning the
(7) 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.



Supplemental Schedule F
ATKORE INTERNATIONAL HOLDINGS INC.

NON-GAAP FINANCIAL MEASURE RECONCILIATION

(unaudited)
Consolidated Total Leverage Ratio as of June 28, 2013 and September 28, 2012
is as follows:
($ in millions)                        June 28, 2013      September 28, 2012
Senior secured notes due January1,    $     410          $      410
2018
Asset-based credit facility            —                  —
Other                                  4                  7
Total debt                             414                417
Less cash on-hand (limited to $35      (35)               (35)
million) (1)
Total net debt (A)                     $     379          $      382
Total Consolidated EBITDA (B)(2)      109                119
Total Leverage Ratio (A)/(B)           3.5                3.2

(1) As of June28, 2013 and September28, 2012, cash and cash equivalents were
    $57 million and $52 million, respectively.
(2) Total consolidated Adjusted EBITDA for the last 12 months.

SOURCE Atkore International Holdings Inc.

Website: http://www.atkore.com
Contact: Lisa Winter, lwinter@atkore.com, 1-708-225-2453
 
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