Greetings, and welcome to the Atkore International Second Quarter 2018 Earnings Conference Call. [Operator Instructions] As a reminder, this conference is being recorded. I would now like to turn the conference over to your host, Mr. Keith Whisenand, Vice President, Investor Relations. Please go ahead.

Thank you, and good morning, everyone. With me today are John Williamson, President and CEO; Jim Mallak, Chief Financial Officer; and Bill Waltz, our new Chief Operating Officer. As they have done in prior quarters, John and Jim will discuss our second quarter results and John and Bill will address the leadership transition in their summary comments. I would like to remind everyone that during this call we may make projections or forward-looking statements regarding future events or future financial performance of the company. Such statements involve risks and uncertainties such that actual results may differ materially. Please refer to our 8-K and today's press release, which identify important factors that could cause actual results to differ materially from those contained in our projections or forward-looking statements. Finally, when we refer to the information relating to a quarter or year during this call, we are referring to the corresponding fiscal period. Any reference to a year is a full fiscal year, which runs October through September. With that, I'll turn it over to John.

Thanks, Keith. Good morning, everyone. We're proud to report Atkore's strong performance in the second quarter. We over delivered our guidance and delivered net sales of $445 million, adjusted EBITDA of $65 million and adjusted earnings per share of $0.63, up 19%, 16% and 58% versus last year, respectively. In addition, we drove year-over-year 4% organic volume growth due in part to continued traction of key initiatives. During the quarter, we passed through $24 million of $25 million from commodity and freight inflation to our customers. We expect total inflation dollars for 2018 will be in the same range as we saw in 2017 for our blend of input cost, and we're on track to pass through 100% of the expected cost increases this year. Jim will walk you through the financial results in more detail. But first, I want to share a few key highlights that contributed to the quarter's solid performance. First, the electrical raceway segment delivered double-digit increases in net sales and adjusted EBITDA, primarily due to our acquisitions completed in the last 12 months. As well, net sales were favorably impacted by the successful pass-through of higher freight and raw material costs to the market. Second, the Mechanical Products & Solutions segment also delivered an increase in net sales from 17% higher volumes. Additionally, adjusted EBITDA increased 8% versus last year and more than 50% versus last quarter. Third, our M&A initiatives continue to favorably impact our results. Acquisitions completed over the last year have contributed toward positive EBITDA and accretive margins as well as have driven synergies across the organization. Acquisitions and portfolio enhancements have been and will continue to be a big part of that -- Atkore value creation story. Additionally, the recent divestiture of Flexhead contributed more than $42 million in cash. We think this business is in good hands, its divestiture will enable more focus on our core businesses and the proceeds can be used to drive more value. Lastly, as previously announced, Atkore completed the stock repurchase transaction and subsequent retirement of just over 17 million shares from Clayton, Dubilier & Rice, our largest shareholder. The financing was accomplished with very favorable rates and terms and with no change to our credit ratings. Overall, we outpaced the market in volume and organic revenue growth. Net sales, adjusted EBITDA and EPS are up double digits year-over-year and exceeded our guidance for the quarter. We delivered strong operating cash flow, more than double our prior year-to-date performance. We continued to successfully integrate our acquisitions and we deployed capital to repurchase shares in an efficient and accretive manner. We had another strong quarter and we have continued momentum going into the second half. With that, I'll turn the call over to Jim, who will walk us through our financials in more detail and provide additional insights into the quarter.

Thanks, John, and good morning to everyone. Moving to our consolidated second quarter results on Slides 3 and 4. Net sales were $445 million, up 10% organically after normalizing for acquisitions and foreign exchange. The impact of increasing average selling prices from passing through material and freight cost increases and mix favorably impacted net sales by 6% year-over-year. Net volume, excluding acquisitions, was up 4%, reflecting the strengthening industrial environment for MP&S and our organic growth initiatives. Volume for MP&S was up 17% and delivered the second quarter in a row of double-digit volume growth. As we expected, Electrical Raceway volume moderated in the second quarter and is up 4% year-to-date. Acquisitions added 9% to the top line. Looking at the impacts of our key material costs on our P&L in the quarter, steel was up 8% versus second quarter in 2017, and up 3% sequentially. Copper was up 15% versus the second quarter of 2017 and up 2% sequentially. And PVC resin was up 7% versus the second quarter of 2017 and down slightly sequentially. During the quarter, we incurred material input cost increases of just under $19 million year-over-year, and incremental freight and other cost inflation of approximately $6 million. We successfully passed through $24 million of these increases. We've broken out these items on the adjusted EBITDA bridge on Slide 4. As we have mentioned previously, when we pass through these costs through to our customers in price, net sales and cost of goods sold increase in equal amounts, unfavorably impacting the resulting margin percentages. Excluding the mathematical impact just mentioned, adjusted EBITDA margin was up 50 basis points year-over-year. Gross profit was $109 million for the second quarter, up 25% or $22 million compared to the same period in 2017, driven primarily by volume and productivity…

Thanks, Jim. Moving to the full fiscal year on Slide 8. With a strong earnings quarter and our confidence in market activity, we believe it's prudent to update our guidance. We continue to expect the construction markets to be up in the low to mid-single digit range in 2018 and now expect our volumes in industrial markets will be up in the high single-digit range. Taking into consideration these factors, we are updating our full year guidance as follows. For the Electrical Raceway segment, we still expect volume to be up in the low to mid-single-digit range and after a strong first half, we are increasing our adjusted EBITDA range to between $220 million and $230 million. For our MP&S segment, we are increasing our volume guidance to a high single-digit range and we are restating our adjusted EBITDA to account for the sale of Flexhead to be between $55 million and $60 million. In total, we're increasing our 2018 expected adjusted EBITDA to be between $250 million and $260 million. We estimate our adjusted EPS to be between $2.40 and $2.50. This range incorporates adding back the amortization of intangibles to adjusted net income, to better reflect our operating performance. The add back of intangible amortization increases adjusted EPS by $0.42 for the full year compared to our prior calculation. Interest expense will be approximately $42 million, and our fully diluted share count will be 55 million shares. Our tax rate will be about 23% for the full year and 26% for Q3 and Q4. CapEx is expected to be right around $32 million for the entire year. And finally, turning to the third quarter 2018 guidance. We expect our consolidated adjusted EBITDA to be between $65 million and $70 million and EPS between $0.65 and $0.70. In summary,…

Yes. Thanks, John. And yes, a few thoughts from me. First, I am honored to have the opportunity to lead Atkore. I look forward to working with our entire team and the investment community as I immerse myself with my new role. I think we have a great culture, a great team and best-in-class business system. I'm proud to have been part of what our entire team has accomplished today, and finally, thanks, John, for bringing me on board and your mentorship.

You'll all have a lot of time to talk to Bill and myself over the weeks and months of our transition. So I'd like to focus our Q&A session on our Q2 results and our outlook going forward. Gelly, please open the lines for questions.

[Operator Instructions] The first question comes from Mr. Andrew Kaplowitz with Citi.

John, you mentioned Raceway organic volume declined 2% in the second quarter, and obviously it was up big in Q1 on hurricane recovery efforts. And you did mention that the 2% was in line with your quarterly expectations. But maybe give us a little bit more color on the raceway markets. Is the underlying growth of the market more in line with the 4% growth that you've recorded in the first half of the year, and would you say core non-res and residential construction markets are supportive of that 4% growth. Is there anything in the quarter that did slow a little more than you thought in Electrical Raceway?

Yes, great question, an important question. One thing to keep in mind is -- well, to answer your question in the right order, we think the fundamental activity is strong and supports that 4% growth. We are seeing our weighted exposure to non-residential is in excess of 3% and then we have some market initiatives that were driving that is giving us a little bit better growth rate. When you look at the first and second quarter combined, we feel really good about activity and we feel real good about the pace that we are proceeding into the third quarter. Keep in mind, our first quarter is the fourth quarter of the calendar year, and as happens somewhat regularly, distributors will sometimes beef up on volume in the fourth quarter as they drive rebate programs, and it's not unusual to have our first quarter be a little bit heavier than our second quarter just in volumes as there is a change of kind of what distributors buy and what distributors sell-through. So we expected that, we mentioned that last time and it acted as we expected, and I think the take away there is, we feel very good about that 3% to 4% activity range right now.

And then you mentioned the strengthening industrial environment within MP&S and you obviously raised your forecast a little bit there. Maybe give us a little more color on to what's happening in that business, is the improvement across the board including solar? I know large data centers have been a little weaker, is that getting better too? And then would you say there is more runway here for growth given your industrial business has been pretty weak for a long time?

Yes, I think that's really the point there is that I wouldn't say it's across-the-board, but I would it's broad. And in particular, we are seeing a bounce back in solar with a little bit different construct than the past. Our solar business in the past was very much centered on large two or three customers, and we actually are serving more solar customers with individually less volume. Collectively though, the solar business is coming back in a nice way. So it's a broad recovery, it's basically exactly what you said, a rebounce from some pretty low level, and we think that high single-digit growth rate as it defines our served market is the right number to focus on going forward. Just keep in mind, good on solar, really strong growth rates, but on what ended up being a pretty small base.

And John, just follow-up on the large data centers. Are you seeing improvement there?

Yes, I think what we saw on data centers was a combination of mostly delays and just kind of a slowdown in finishing up of projects already underway. So I would say -- I wouldn't say there's a marked improvement in data centers, but we feel that it's not deteriorating.

The next question comes from Mr. Rich Kwas with Wells Fargo.

This is Deepa [ph] for Rich Kwas. John, congratulations on your retirement. Rich and I both wish you well. Bill, look forward to working with you.

Thanks, Deepa.

Question on price; could you comment on good -- better realization than you would have expected. Could you comment on how generally price has been -- price realization has been trending versus your expectations? Are there certain verticals you are able to get better price, realization over others? Or is it just the overall demand environment much better that you're able to realize better price?

Yes, great question. Now what we would say is that it really wasn't performance way better than expectations. We think we've been extremely consistent with investors since before we went public with regards to our ability to pass commodity prices through to the customer. Now we get to do that on the upside and we have to do it on the downside as well. And I think if there's anything that's misunderstood by a broader investor base, it's going to be this thing. We don't act -- commodity increases don't affect us or commodity decreases don't affect us the same way they are affecting other industrial companies because of that need for passing it through almost immediately. So first thing, I would say is this isn't that unexpected for us, but to the spirit of your question, what I'd like to say is that keep in mind, we spent a lot of time on an initiative that a number of people worked very hard on, including Bill Waltz leading the initiative, couple of years ago. We have built into our business system and how we do things. We have a pricing skill sets and pricing tools that allow us to be very quick in moving price through to the market. And it's about our discipline, it's about our understanding of differences in our product line, which ones are more sensitive, less sensitive and our ability to bundle our product line together to the Electrical Raceway to make sure we get a slight premium here and there based on total value delivered. So I would say, it really -- it's not a different quarter than we expected. It's not a different quarter than we think anybody else should've expected. And keep in mind, when steel is so publicly going up, it actually makes our job a little bit easier to talk to customers about the need for higher prices. So the publicity on it is really important. I would just like to reiterate in summarizing this answer. The Section 232 changes, the tariff, it really doesn't affect us the way it's going to affect other industrials. We have to pass it through when commodity prices go down and we have to pass it through when commodity prices go up. So we think given the time frames that we've kind of reiterated over and over, little bit quicker for Electrical Raceway, little bit slower for Mechanical because of the OEM customers and index pricing, we pass-through commodity fluctuation and have been doing it for years.

Could you comment on your free cash flow outlooks for the year and also is there a targeted net debt to EBITDA number we should be looking forward to by end of the year given that you have some proceeds now from Flexhead sale?

When we take a look -- we'd like to target a low 2x leverage number. We've shown that we can get there, we will generate cash and have a clear path to get there. When we take -- look at our free cash flow given the interest and the taxes that we have this year, our free cash flow is going to be in the $100 million to $120 million range.

My last one; John, could you comment on non-residential market verticals? What are you seeing across institutional intra-commercial, etcetera? And that's it. I'll pass it on.

Yes, thanks Deepa. Yes, non-res, important part of our business. What we're seeing -- I'll answer it on kind of the macro. We see and we think we have the underpinnings for this. We see non-res being strong through our fiscal year and strong through calendar 2019 and that's about the effective edge of our horizon. The numbers do say that, that square footage is down a little bit recently. Although, spend is up. And we think that's an important distinction to look at. The amount of spend per square foot has in some verticals has been increasing pretty regularly, based on a little bit more, I call it convergence, where you're adding in LED lighting, data Raceway along with Electrical Raceway when you're doing new buildings and/or maintenance repair and renovation. So we think the fundamentals look pretty strong. We see that in NEMA data. We see that in channel data, we see it in the numbers of cranes, the things we've talked about with you guys a lot. So we think very solid through our fiscal 2018. We think still expanding through 2019. The crystal ball goes fuzzy a little bit there, but we feel really good about the content of electrical in new buildings going forward and that continuing to be strong. So I think we can move on to the next question.

[Operator Instructions] The next question comes from Mr. Deane Dray with RBC Capital Markets.

And congrats, John and Bill, and for the folks that have covered Pentair for many years, like myself, know Bill pretty well and know that Atkore will be in good hands. So just wanted to add that. Just want to circle back on the discussion on pricing and the bottom line, at least from our perspective is, if there has ever been a time where Atkore needed to show ability to pass-through raw material costs, this is it. And you're holding up very well, almost dollar for dollar. And just -- it begs the question, are you able to -- do you have line of sight on being able to recover more price here to offset the margin hit? Is that realistic? Or should we reset our expectations?

I think, Deane, on -- the most realistic is a one-for-one pass through on cost. If the volumes increase and pricing becomes more favorable to be a seller, then we might be able to, but I think for right now, given the current marketplace that we have, a one-for-one pass-through and maintaining our economic earnings is the, I think, the key way to look at it.

Yes, and keep in mind, Deane, when you exclude just the mathematical impact, as Jim mentioned earlier, of the commodity pass-through, we're up 50 basis points in margin.

And then second question, just like to get some perspective on the move to cash EPS. We're clearly seeing it across so many companies on the industrial side, so that part is not new. But maybe the fact that you did it in the middle of the year is a little bit surprising. Did you give any consideration to the timing of this?

We -- of course we did. We -- when you decide to do something, our thought is to go about doing it. This is -- I think, a, consistent with the way other companies are doing it. We've been asked about why we didn't do it, very, very consistently for a couple of years. I think why we did it? It provides management and investors with greater transparency around the impact of acquisitions and operating performance. It does not change the trend at all. We're improving the business under either metric meaningfully with strong trends and so it's just a different number, but the comparison is essentially -- it's the same comparison. Strong trend of significant improvement, and basically the new presentation, the new treatment really has no impact on our ability to raise guidance or to be transparent about guidance. So I think it was a nonevent in all honesty.

Yes, we have to agree. So -- and then just last question for me. And your -- John, in your answer to Andy's question regarding non-res. Just to make sure I understood it correctly, you said with respect to the 4% volume growth, non-res contributed about three percentage points of that and then you said there were some other company initiatives that drove it higher. I was hoping to get some clarification of what those other company initiatives were that would have driven the higher volume growth.

Yes, it's worth putting a finer point on that. First of all, we're talking about the full year. Right? And I think the way you add that up is that if we're talking 4%, about 3.5% of that is market growth and then the rest of it is initiatives.

And what would you characterize as the initiatives and is that something that...

Yes, that's a great question. So what the initiatives are going to be is, as we've been really consistent about is we put together, we feel, the best portfolio of Electrical Raceway products sold to the same decision makers in the same part of construction, delivered on the same sites by the same trucks, and our ability to package logistics and freight savings to customers allows us to get share gains and slight pricing premiums. So that's one of the initiatives. We have been working very diligently on innovative new products that save electrical contractors time on site and labor content, and we're seeing some success on selling our new products to contractors. That would be the two biggest ones.

The next question comes from Mr. Steve Tusa with JPMorgan.

Congrats, again, on all the management changes to both of you guys. So just first of all, what is exactly is the spread compression embedded in the EBITDA guidance now? I think it was $10 million prior, something like that?

Yes, so we had talked about I believe $4 million to $5 million for the whole year. To date, it's $1 million. And I think we're feeling very good that through the second half, we'll be able to close that gap and pass-through a 100% of raw material and freight inflation.

So it should be positive?

Yes, I think it will be slightly positive.

And just to clarify, did you say the 100% to 120% free cash as a guide for '18, I guess, it would imply $2 of free cash flow per share? Is that around the right -- is that the right number for free cash flow? Sorry $100 million to $120 million.

$100 million to $120 million of free cash flow.

Yes, that's about $2 a share?

On the upper end, right.

So the difference between that and the cash EPS guide is just basically CapEx, and anything else in there like working capital or anything like that?

Correct.

So there is some working capital or what is the -- what's the walk from $245 million to $2 million?

It's going to be more price on working capital than anything. Because what we're seeing is a little bit of inflation come through in working capital. Our actual days are down about three days year-over-year.

Got it. So the execution is good, it's kind of the pricing that's impacting that?

Exactly, exactly. Execution and working capital still very strong.

And then just one last one, just on M&A, what's the capacity at this stage, given where your leverage is?

Yes, we're still comfortable with the $100 million to $150 million this year even with the leverage. If we bring in more, we'll make sure that the EBITDA also comes down. We want to keep our leverage at or below 4x, but we think we can still do that and manage our M&A targets.

[Operator Instructions] Ladies and gentlemen, we have reached the end of the question-and-answer session. And I would like to turn the call back to Mr. John Williamson, President and CEO, for any closing remarks.

All right, thanks. First of all, thank you for your interest in Atkore. I want to make sure I mention the fact that we also have just recently added Mike Schrock, former COO of Pentair, somebody I've dealt with in the past in a joint venture and Bill Waltz has experience with as well. So Mike Schrock is joining our board, so we're excited about that. In summary, we had a great second quarter. We've delivered on what we said we would do and this performance is in line with number of quarters of passing through a pretty heavy inflation environment. We feel very strong about our ability to continue to grow with the market and even above and to pass-through the commodity costs. So again, thanks for your interest, thanks to the Atkore team for a great quarter and we're looking forward to updating you in three months on our third quarter. That's the end of the call.

This concludes today's conference. You may disconnect your lines at this time. Thank you for your participation.