ATKR

• Overall Third Quarter Performance

  • Reported net sales of $795 million, an 8.1% year-over-year increase, with adjusted EBITDA of $105 million (a 4.7% year-over-year increase) and adjusted diluted EPS of $1.92; all three metrics improved sequentially from Q2 and increased year-over-year
  • Organic volume grew 9% year-over-year, with contributions from both the Electrical and SNI segments
  • Net sales growth was driven by $65.7 million from higher volume, $22.4 million from higher average selling prices, and $8 million from favorable foreign exchange, partially offset by a $39 million drag from completed divestitures
  • GAAP net income was $0.7 million (two cents per diluted share), down from $43 million ($1.25 per diluted share) in the prior year, due to a $50 million litigation settlement expense recorded in the quarter

• Strategic Transactions

  • Accor entered into a definitive all-cash acquisition agreement with Prismian valued at $95 per share, representing an enterprise value of approximately $3.8 billion; management states this agreement delivers immediate value to Accor shareholders
  • Completed two announced divestitures during the quarter: the high density polyethylene (HDPE) business, and the surface protection and powder coating business based in Belgium; the Tektron mechanical tube business divestiture was completed earlier in fiscal 2026

• Legal and Capital Updates

  • Reached a settlement agreement with the last of three putative classes in ongoing litigation for $50 million; total combined settlements for all three classes are $186.5 million, with the $50 million third class payment made in early Q4
  • Ended the quarter with $346.2 million in cash and cash equivalents; the board approved a $0.33 per share quarterly dividend, payable August 28, 2026 to shareholders of record as of August 18, 2026

Management did not provide any forward-looking guidance or revisions to prior guidance during this earnings call, as the call was held solely to comply with indenture requirements for the company's senior notes due 2031 following the announced acquisition, and no questions were taken from participants.

1. Electrical Segment: Net sales increased 10.9% year-over-year to $578.3 million, accounting for approximately 72.7% of total company net sales in the quarter. Adjusted EBITDA for the segment increased 10% year-over-year to $89.3 million, with an adjusted EBITDA margin of 15.4%, down 0.2 percentage points from the prior year. 2. Safety and Infrastructure (SNI) Segment: Net sales increased 1.3% year-over-year to $216.8 million, accounting for approximately 27.3% of total company net sales in the quarter. Adjusted EBITDA for the segment decreased year-over-year to $28.1 million from $30.7 million, with an adjusted EBITDA margin of 13%, down 1.4 percentage points from the prior year.

• Litigation-related cash outflows: The company has completed settlements for three putative class litigation claims, with total combined settlement costs of $186.5 million; the $50 million final settlement payment created a material drag on GAAP net income for the third quarter, and the outflow occurred in early Q4
  • Margin pressure: Input cost increases outpaced pricing improvements in the Electrical segment, leading to a modest contraction in segment margin; the Safety and Infrastructure segment also saw a year-over-year decline in adjusted EBITDA and margin, partially tied to the impact of completed divestitures

No question and answer session was held during this call. Per management's opening statement, the call is being held to comply with indenture requirements for senior notes after the acquisition announcement, and no questions will be taken from participants.