Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jul. 01, 2017 | Aug. 04, 2017 | |
Document And Entity Information [Abstract] | ||
Entity Registrant Name | JELD-WEN Holding, Inc. | |
Entity Central Index Key | 1,674,335 | |
Document Type | 10-Q | |
Document Period End Date | Jul. 1, 2017 | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2,017 | |
Document Fiscal Period Focus | Q2 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Non-accelerated Filer | |
Entity Common Stock, Shares Outstanding | 105,239,833 |
Consolidated Statement of Opera
Consolidated Statement of Operations - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jul. 01, 2017 | Jun. 25, 2016 | Jul. 01, 2017 | Jun. 25, 2016 | |
Income Statement [Abstract] | ||||
Net revenues | $ 948,736 | $ 964,608 | $ 1,796,523 | $ 1,761,155 |
Cost of sales | 712,998 | 752,457 | 1,374,814 | 1,390,881 |
Gross margin | 235,738 | 212,151 | 421,709 | 370,274 |
Operating expenses | ||||
Selling, general and administrative | 151,464 | 141,062 | 298,543 | 273,054 |
Impairment and restructuring charges | 554 | 2,119 | 1,756 | 5,100 |
Operating income | 83,720 | 68,970 | 121,410 | 92,120 |
Other (expense) income | ||||
Interest expense, net | (17,547) | (18,167) | (44,439) | (35,178) |
Other | (2,765) | 505 | (5,364) | 1,229 |
Income before taxes, equity earnings and discontinued operations | 63,408 | 51,308 | 71,607 | 58,171 |
Income tax (expense) benefit | (17,703) | 15,713 | (19,955) | 13,616 |
Income from continuing operations, net of tax | 45,705 | 67,021 | 51,652 | 71,787 |
Equity earnings of non-consolidated entities | 1,073 | 487 | 1,554 | 1,252 |
Loss from discontinued operations, net of tax | 0 | (618) | 0 | (104) |
Net income | 46,778 | 66,890 | 53,206 | 72,935 |
Convertible preferred stock dividends | 0 | 51,702 | 10,462 | 78,108 |
Net income (loss) attributable to common shareholders | $ 46,778 | $ 15,188 | $ 42,744 | $ (5,173) |
Weighted average common shares outstanding | ||||
Basic (shares) | 104,794,294 | 17,972,977 | 89,544,882 | 17,956,433 |
Diluted (shares) | 109,086,129 | 82,947,084 | 93,733,650 | 17,956,433 |
Income (loss) per share from continuing operations | ||||
Loss per share from continuing operations, basic (usd per share) | $ 0.45 | $ 0.88 | $ 0.48 | $ (0.28) |
Loss per share from continuing operations, diluted (usd per share) | 0.43 | 0.82 | 0.46 | (0.28) |
Loss per share from discontinued operations | ||||
Income per share from discontinued operations, basic (usd per share) | 0 | (0.03) | 0 | (0.01) |
Income per share from discontinued operations, diluted (usd per share) | 0 | (0.01) | 0 | (0.01) |
Net income (loss) per share | ||||
Net loss per share, basic (usd per share) | 0.45 | 0.85 | 0.48 | (0.29) |
Net loss per share, diluted (usd per share) | $ 0.43 | $ 0.81 | $ 0.46 | $ (0.29) |
Consolidated Statements of Othe
Consolidated Statements of Other Comprehensive Income (Loss) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jul. 01, 2017 | Jun. 25, 2016 | Jul. 01, 2017 | Jun. 25, 2016 | |
Statement of Comprehensive Income [Abstract] | ||||
Net income | $ 46,778 | $ 66,890 | $ 53,206 | $ 72,935 |
Other comprehensive income (loss), net of tax: | ||||
Foreign currency translation adjustments | 38,029 | (8,088) | 55,631 | 7,857 |
Interest rate hedge adjustments, net of tax of ($75), $0, $887, and $0, respectively | (30) | (5,238) | 2,105 | (12,583) |
Defined benefit pension plans, net of tax of $980, $0, $1,779, and $0, respectively | 1,923 | 3,094 | 4,029 | 6,165 |
Total other comprehensive income (loss), net of tax | 39,922 | (10,232) | 61,765 | 1,439 |
Comprehensive income | $ 86,700 | $ 56,658 | $ 114,971 | $ 74,374 |
Consolidated Statements of Oth4
Consolidated Statements of Other Comprehensive Income (Loss) (Parentheticals) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jul. 01, 2017 | Jun. 25, 2016 | Jul. 01, 2017 | Jun. 25, 2016 | |
Statement of Comprehensive Income [Abstract] | ||||
Interest rate hedge adjustments, net of tax of ($75), $0, $887, and $0, respectively | $ (75) | $ 0 | $ 887 | $ 0 |
Defined benefit pension plans, net of tax of $980, $0, $1,779, and $0, respectively | $ 980 | $ 0 | $ 1,779 | $ 0 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Jul. 01, 2017 | Dec. 31, 2016 |
Current assets | ||
Cash and cash equivalents | $ 227,663 | $ 102,701 |
Restricted cash | 986 | 751 |
Accounts receivable, net | 491,367 | 407,170 |
Inventories | 375,537 | 334,634 |
Other current assets | 27,687 | 30,104 |
Total current assets | 1,123,240 | 875,360 |
Property and equipment, net | 708,576 | 704,651 |
Deferred tax assets | 286,311 | 283,876 |
Goodwill | 518,912 | 486,055 |
Intangible assets, net | 129,460 | 116,590 |
Other assets | 57,869 | 63,547 |
Total assets | 2,824,368 | 2,530,079 |
Current liabilities | ||
Accounts payable | 231,805 | 188,906 |
Accrued payroll and benefits | 139,534 | 130,668 |
Accrued expenses and other current liabilities | 176,173 | 173,227 |
Notes payable and current maturities of long-term debt | 14,595 | 20,031 |
Total current liabilities | 562,107 | 512,832 |
Long-term debt | 1,231,237 | 1,600,004 |
Unfunded pension liability | 127,097 | 126,646 |
Deferred credits and other liabilities | 82,227 | 74,455 |
Deferred tax liabilities | 18,504 | 9,186 |
Total liabilities | 2,021,172 | 2,323,123 |
Commitments and contingencies (Note 21) | ||
Convertible preferred stock | 0 | 150,957 |
Shareholders’ equity | ||
Preferred Stock, par value $0.01 per share, 90,000,000 shares authorized; no shares issued and outstanding | 0 | 0 |
Common Stock: 900,000,000 shares authorized, par value $0.01 per share, 104,923,708 shares outstanding as of July 1, 2017; 904,732,200 shares authorized, par value $0.01 per share, 17,894,393 shares outstanding as of December 31, 2016; 177,221 shares of Class B-1 Common Stock outstanding as of December 31, 2016 | 1,049 | 180 |
Additional paid-in capital | 667,084 | 36,362 |
Retained earnings | 270,480 | 216,639 |
Accumulated other comprehensive loss | (135,417) | (197,182) |
Total shareholders’ equity | 803,196 | 55,999 |
Total liabilities, convertible preferred shares, and shareholders’ equity | $ 2,824,368 | $ 2,530,079 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parentheticals) - $ / shares | Jul. 01, 2017 | Dec. 31, 2016 |
Preferred stock, par value (usd per share) | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized (shares) | 90,000,000 | 90,000,000 |
Preferred stock, shares issued (shares) | 0 | 0 |
Preferred stock, shares outstanding (shares) | 0 | 0 |
Common stock authorized (shares) | 900,000,000 | 904,732,200 |
Common stock, par value (usd per share) | $ 0.01 | $ 0.01 |
Common stock shares outstanding (shares) | 104,923,708 | 17,894,393 |
B-1 Common Stock | ||
Common stock shares outstanding (shares) | 177,221 |
Consolidated Statements of Equi
Consolidated Statements of Equity - USD ($) $ in Thousands | Total | Preferred stock, $0.01 par value per share | Common stock | Common stockCommon Stock | Common stockB-1 Common Stock | Common stockConvertible Common Stock | Additional paid-in capital | Additional paid-in capitalDirector notes | Additional paid-in capitalEmployee stock notes | Other Additional Capital | Retained earnings (accumulated deficit) | Accumulated other comprehensive (loss) income | Foreign currency adjustments | Unrealized (loss) gain on interest rate hedges | Net actuarial pension (loss) gain |
Balance at beginning of period at Dec. 31, 2015 | $ 0 | $ 178 | $ 1 | $ 89,101 | $ (2,068) | $ (1,011) | $ (154,949) | $ (33,575) | $ (10,617) | $ (118,805) | |||||
Balance at beginning of period, shares at Dec. 31, 2015 | 0 | 17,829,240 | 68,046 | ||||||||||||
Increase (Decrease) in Stockholders' Equity | |||||||||||||||
Shares issued for exercise/vesting of share-based compensation awards (shares) | 3,190 | ||||||||||||||
Stock converted to common stock, value | $ 0 | $ 0 | |||||||||||||
Shares issued for exercise of stock options | $ 272 | ||||||||||||||
Shares issued for exercise of stock options (shares) | 19,316 | ||||||||||||||
Amortization of share-based compensation | 10,617 | ||||||||||||||
Net issuances, payments and accrued interest on Notes | 2,068 | 25 | |||||||||||||
Net income | $ 72,935 | 72,935 | |||||||||||||
Foreign currency adjustments | 7,857 | 7,857 | |||||||||||||
Unrealized (loss) gain on interest rate hedges | (12,583) | (12,583) | |||||||||||||
Net actuarial pension (loss) gain | 6,165 | 6,165 | |||||||||||||
Balance at end of period at Jun. 25, 2016 | (144,389) | $ 179 | $ 178 | $ 1 | 99,004 | 0 | (986) | 99,990 | (82,014) | $ (161,558) | (25,718) | (23,200) | (112,640) | ||
Balance at ending of period, shares at Jun. 25, 2016 | 17,832,430 | 87,362 | |||||||||||||
Increase (Decrease) in Stockholders' Equity | |||||||||||||||
Adoption of new accounting standard ASU 2016-09 | 0 | ||||||||||||||
Balance at beginning of period at Dec. 31, 2016 | 55,999 | $ 0 | $ 178 | $ 2 | 37,205 | 0 | (843) | 216,639 | (65,949) | (13,296) | (117,937) | ||||
Balance at beginning of period, shares at Dec. 31, 2016 | 0 | 17,894,393 | 177,221 | ||||||||||||
Increase (Decrease) in Stockholders' Equity | |||||||||||||||
Shares issued for exercise/vesting of share-based compensation awards, value | $ 4 | ||||||||||||||
Shares issued for exercise/vesting of share-based compensation awards (shares) | 323,848 | ||||||||||||||
Stock converted to common stock, shares | 309,404 | 177,221 | 64,211,172 | ||||||||||||
Stock converted to common stock, value | $ 3 | $ 2 | $ 642 | 150,901 | |||||||||||
Shares surrendered for tax obligations for employee share-based transactions | $ (1) | (2,883) | |||||||||||||
Shares surrendered for tax obligations for employee share-based transactions (shares) | (87,836) | ||||||||||||||
Initial public offering, shares | 22,272,727 | ||||||||||||||
Shares issued in initial public offering | $ 223 | 480,306 | |||||||||||||
Shares issued for exercise of stock options | 596 | ||||||||||||||
Costs associated with initial public offering | (7,923) | ||||||||||||||
Amortization of share-based compensation | 9,713 | ||||||||||||||
Net issuances, payments and accrued interest on Notes | 12 | ||||||||||||||
Net income | 53,206 | 53,206 | |||||||||||||
Foreign currency adjustments | 55,631 | 55,631 | |||||||||||||
Unrealized (loss) gain on interest rate hedges | 2,105 | 2,105 | |||||||||||||
Net actuarial pension (loss) gain | 4,029 | 4,029 | |||||||||||||
Balance at end of period at Jul. 01, 2017 | 803,196 | $ 1,049 | $ 1,049 | $ 0 | 667,084 | 0 | (831) | 667,915 | 270,480 | (135,417) | (10,318) | (11,191) | (113,908) | ||
Balance at ending of period, shares at Jul. 01, 2017 | 104,923,708 | 104,923,708 | 0 | ||||||||||||
Balance at beginning of period, shares at Apr. 01, 2017 | 17,894,393 | 177,221 | |||||||||||||
Increase (Decrease) in Stockholders' Equity | |||||||||||||||
Stock converted to common stock, shares | 64,520,576 | 177,221 | |||||||||||||
Initial public offering, shares | 22,508,739 | 0 | |||||||||||||
Net income | 46,778 | ||||||||||||||
Foreign currency adjustments | 38,029 | ||||||||||||||
Unrealized (loss) gain on interest rate hedges | (30) | ||||||||||||||
Net actuarial pension (loss) gain | 1,923 | ||||||||||||||
Balance at end of period at Jul. 01, 2017 | $ 803,196 | $ 1,049 | $ 1,049 | $ 0 | $ 667,084 | $ 0 | $ (831) | $ 667,915 | 270,480 | $ (135,417) | $ (10,318) | $ (11,191) | $ (113,908) | ||
Balance at ending of period, shares at Jul. 01, 2017 | 104,923,708 | 104,923,708 | 0 | ||||||||||||
Increase (Decrease) in Stockholders' Equity | |||||||||||||||
Adoption of new accounting standard ASU 2016-09 | $ 635 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 6 Months Ended | |
Jul. 01, 2017 | Jun. 25, 2016 | |
OPERATING ACTIVITIES | ||
Net income | $ 53,206 | $ 72,935 |
Adjustments to reconcile net income to cash used in operating activities: | ||
Depreciation and amortization | 53,052 | 52,049 |
Deferred income taxes | 8,546 | (25,382) |
Loss (gain) on sale of business units, property and equipment | 219 | (3,263) |
Adjustment to carrying value of assets | 0 | 895 |
Equity earnings in non-consolidated entities | (1,554) | (1,252) |
Amortization of deferred financing costs | 7,376 | 1,830 |
Stock-based compensation | 10,783 | 10,617 |
Other items, net | (1,416) | (387) |
Net change in operating assets and liabilities, net of effect of acquisitions: | ||
Accounts receivable | (64,755) | (138,362) |
Inventories | (23,559) | (19,067) |
Other assets | (1,383) | (1,346) |
Accounts payable and accrued expenses | 25,636 | 63,326 |
Net cash provided by operating activities | 66,151 | 12,593 |
INVESTING ACTIVITIES | ||
Purchases of property and equipment | (18,210) | (40,026) |
Proceeds from sale of business units, property and equipment | 405 | 4,762 |
Purchase of intangible assets | (1,619) | (3,225) |
Purchases of businesses, net of cash acquired | (21,153) | (25,669) |
Cash received on notes receivable | 1,820 | 275 |
Net cash used in investing activities | (38,757) | (63,883) |
FINANCING ACTIVITIES | ||
Borrowings on long-term debt | 94 | 0 |
Payments of long-term debt | (384,220) | (8,395) |
Payments of notes payable | (100) | (90) |
Employee note repayments | 26 | 2,165 |
Payments of debt issuance costs | (1,144) | 0 |
Common stock issued for exercise of options | 596 | 272 |
Payments to tax authority for employee share-based compensation | (2,883) | 0 |
Proceeds from the sale of common stock, net of underwriting fees and commissions | 480,306 | 0 |
Payments associated with initial public offering | (2,066) | 0 |
Net cash provided by (used in) financing activities | 90,609 | (6,048) |
Effect of foreign currency exchange rates on cash | 6,959 | 184 |
Net increase (decrease) in cash and cash equivalents | 124,962 | (57,154) |
Cash and cash equivalents, beginning | 102,701 | 113,571 |
Cash and cash equivalents, ending | $ 227,663 | $ 56,417 |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended |
Jul. 01, 2017 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies Nature of Business – JWH, along with its subsidiaries, is a vertically-integrated global manufacturer and distributor of windows and doors that derives substantially all of its revenues from the sale of its door and window products. Unless otherwise specified or the context otherwise requires, all references in these notes to “JWH”, “JELD-WEN”, “we”, “us”, “our”, or the “Company” are to JELD-WEN Holding, Inc. and its subsidiaries. We have facilities located in the U.S., Canada, Europe, Australia, Asia, Mexico, and South America, and our products are marketed primarily under the JELD-WEN brand name in the U.S. and Canada and under JELD-WEN and a variety of acquired brand names in Europe, Australia and Asia. In the opinion of management, the accompanying unaudited consolidated financial statements include all recurring adjustments and normal accruals necessary for a fair statement of our financial position, results of operations and cash flows for the dates and periods presented. Results for interim periods are not necessarily indicative of the results to be expected during the remainder of the current year or for any future period. All significant intercompany accounts and transactions have been eliminated in consolidation. Our revenues are affected by the level of new housing starts and remodeling activity in each of our markets. Our sales typically follow seasonal new construction and repair and remodeling industry patterns. The peak season for home construction and remodeling in many of our markets generally correspond with the second and third calendar quarters, and therefore, sales volume is typically higher during those quarters. Our first and fourth quarter sales volumes are generally lower due to reduced repair and remodeling activity and reduced activity in the building and construction industry as a result of colder and more inclement weather in certain of our geographic end markets. Basis of Presentation – The consolidated balance sheet as of December 31, 2016 was derived from our audited consolidated financial statements, which have been revised to reflect the correction of certain errors and other accumulated misstatements as described in Note 25 - Revision of Prior Period Financial Statements , but does not include all disclosures required by GAAP. The consolidated balance sheet as of December 31, 2016 and the unaudited consolidated financial statements included herein should be read in conjunction with the more detailed audited consolidated financial statements for the year ended December 31, 2016 filed as part of our Form 10-K. Accounting policies used in the preparation of these unaudited consolidated financial statements are consistent with the accounting policies described in the Notes to Consolidated Financial Statements for the year ended December 31, 2016 except for those adopted during fiscal year 2017. All U.S. dollar and other currency amounts, except per share amounts, are presented in thousands unless otherwise noted. Ownership – On October 3, 2011 , we completed a transaction with Onex Partners whereby Onex Partners invested $700.0 million in return for Series A Convertible Preferred Stock. Concurrent with the investment, Onex Partners provided $171.0 million in the form of a convertible bridge loan due in April 2013 . In October 2012 , Onex Partners invested an additional $49.8 million in return for Series A Convertible Preferred Stock of the Company to fund an acquisition. In April 2013 , the $71.6 million outstanding balance of our convertible bridge loan was converted into additional shares of our Series A Convertible Preferred Stock. In March 2014 , Onex Partners purchased $65.8 million in common stock from another investor. As part of the IPO, Onex Partners sold a total of 6,477,273 shares of our common stock, and we did not receive any proceeds from the shares of common stock sold by Onex Partners. In May 2017 , Onex Partners sold a total of 15,693,139 shares of our common stock, and we did not receive any proceeds from the shares of common stock sold by Onex Partners. As of July 1, 2017 , Onex Partners owned approximately 45% of the Company’s outstanding shares. Stock Split – On January 3, 2017, the majority of our shareholders approved amendments to our then-existing certificate of incorporation increasing the authorized number of shares and effecting an 11 -for-1 stock split of our then-outstanding common stock and Class B-1 Common Stock. Accordingly, all share and per share amounts for all periods presented in these unaudited consolidated financial statements and notes thereto have been adjusted retrospectively, where applicable, to reflect this stock split. Stock Conversion and Initial Public Offering – On February 1, 2017, all of the outstanding shares of our Series A Convertible Preferred Stock and all accumulated and unpaid dividends converted into 64,211,172 shares of our common stock, and all of the outstanding shares of our Class B-1 Common Stock converted into 309,404 shares of our common stock. In addition, the one outstanding share of our Series B Preferred Stock was canceled. On February 1, 2017, immediately prior to the closing of the IPO, the Company filed its Charter with the Secretary of State of the State of Delaware, and our Bylaws became effective, each as contemplated by the registration statement we filed as part of our IPO. The Charter, among other things, provided that the Company’s authorized capital stock consists of 900,000,000 shares of common stock, par value $0.01 per share and 90,000,000 shares of preferred stock, par value $0.01 per share. On February 1, 2017, we closed our IPO and received $472.4 million in proceeds, net of underwriting discounts, fees and commissions and $7.9 million of offering expenses from the issuance of 22,272,727 shares of our common stock. Fiscal Year – We operate on a fiscal calendar year, and each interim period is comprised of two 4 -week periods and one 5 -week period, with each week ending on a Saturday. Our fiscal year always begins on January 1 and ends on December 31. As a result, our first and fourth quarters may have more or fewer days included than a traditional 91 -day fiscal quarter. Consolidated Statements of Cash Flows – Cash flows from continuing and discontinued operations are not separated in the consolidated statements of cash flows. Cash balances associated within our discontinued operations are reflected in our consolidated balance sheet as cash and cash equivalents. See Note 3- Discontinued Operations and Divestitures . Use of Estimates – The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect amounts reported in the unaudited consolidated financial statements and related notes. Significant items that are subject to such estimates and assumptions include, but are not limited to, long-lived assets including goodwill and other intangible assets, employee benefit obligations, income tax uncertainties, contingent assets and liabilities, provisions for bad debt, inventory, warranty liabilities, legal claims, valuation of derivatives, environmental remediation and claims relating to self-insurance. Actual results could differ due to the uncertainty inherent in the nature of these estimates. Recently Adopted Accounting Standards – In March 2016, the FASB issued ASU No. 2016-09, Stock Compensation , which is intended to simplify several aspects of the accounting for share-based payment awards to employees. The new guidance requires companies to recognize the income tax effects of awards that vest or are settled as income tax expense or benefit in the income statement as opposed to additional paid-in capital, and gross excess tax benefits are classified as operating cash flows rather than financing cash flows. Additionally, the guidance allows companies to make a policy election to account for forfeitures either upon occurrence or by estimating forfeitures. We have elected to continue estimating forfeitures expected to occur in order to determine the amount of compensation cost to be recognized each period. We adopted this ASU on a modified retrospective basis in the quarter ended April 1, 2017 and adoption of this standard did not materially impact results of operations, retained earnings, or cash flows. In July 2015, the FASB issued ASU No. 2015-11, Simplifying the Measurement of Inventory . This ASU requires that inventory within the scope of this guidance be measured at the lower of cost and net realizable value. We adopted this ASU in the quarter ended April 1, 2017 and adoption of this standard did not materially impact results of operations, retained earnings, or cash flows. Recent Accounting Standards not Yet Adopted – In May 2017, the FASB issued ASU No. 2017-09, Compensation - Stock Compensation (Topic 718): Scope of Modification Accounting . The ASU provides guidance about which changes to the terms or conditions of a share-based payment award require an entity to apply modification accounting in Topic 718. The guidance is effective for annual periods beginning after December 15, 2017 and interim periods within those years and is to be applied prospectively to an award modified on or after the adoption date. Early adoption is permitted. The adoption of this guidance is not expected to have a material impact on our consolidated financial statements. In March 2017, the FASB issued ASU No. 2017-07, Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost, that changes how employers that sponsor defined benefit pension or other postretirement benefit plans present the net periodic benefit cost in the income statement. This new guidance requires entities to report the service cost component in the same line item or items as other compensation costs. The other components of net benefit cost are required to be presented in the income statement separately from the service cost component outside of income from operations. The guidance will be effective for annual reporting periods beginning after December 15, 2017, and interim periods within those annual reporting periods and will be applied retrospectively. Early adoption is permitted in certain circumstances. The adoption of this guidance will impact our operating income but will have no material impact on our net income, earnings per share, consolidated balance sheets or statements of cash flows. In January 2017, the FASB issued ASU No. 2017-04, Intangibles—Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment . To simplify the measurement of goodwill impairments, this ASU eliminates Step 2 from the goodwill impairment test, which required the calculation of the implied fair value of goodwill. Instead, under the amendments in this ASU, an entity should perform its annual, or interim, goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount. The guidance will be effective for annual or any interim goodwill impairment tests in fiscal years beginning after December 15, 2019. Early adoption is permitted for interim or annual goodwill impairment tests performed on testing dates after January 1, 2017. The adoption of this guidance is not expected to have a material impact on our consolidated financial statements. In January 2017, the FASB issued ASU No. 2017-01, Business Combinations (Topic 805) : Clarifying the Definition of a Business . The amendments in this ASU provide new guidance to determine when a set of transferred assets and activities is a business. The guidance requires an entity to evaluate if substantially all of the fair value of the gross assets acquired is concentrated in an identifiable asset or group of similar identifiable assets. If this threshold is met, the set of transferred assets is not a business. If the threshold is not met, the entity then must evaluate whether the set includes, at a minimum, an input and a substantive process that together significantly contribute to the ability to create outputs. This ASU removes the evaluation of whether a market participant could replace missing elements. The amendments also narrow the definition of the term output so that the term is consistent with how outputs are described in Topic 606. The guidance will be effective for annual reporting periods beginning after December 15, 2017, and interim periods within those annual reporting periods. Early adoption is permitted in certain circumstances. The amendments should be applied prospectively on or after the effective date. We are currently evaluating the potential impact on our consolidated financial statements and disclosures. In November 2016, the FASB issued ASU No. 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash (a consensus of the FASB Emerging Issues Task Force). This standard requires that a statement of cash flows explain the change during the period in the total of cash, cash equivalents, and amounts generally described as restricted cash or restricted cash equivalents. Amounts generally described as restricted cash and restricted cash equivalents should be included with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts shown on the statement of cash flows. The guidance will be effective for annual reporting periods beginning after December 15, 2017, and interim periods within those annual reporting periods. Early adoption is permitted, including adoption in an interim period. The amendments should be applied using a retrospective transition method to each period presented. We are currently evaluating the potential impact on our consolidated financial statements and disclosures. In October 2016 , the FASB issued ASU No. 2016-16, Income Taxes (Topic 740): Intra-Entity Transfers of Assets Other Than Inventory. The standard requires an entity to recognize the income tax consequences of an intra-entity transfer of an asset other than inventory when the transfer occurs. The amendments in this update eliminate the exception for an intra-entity transfer of an asset other than inventory. The amendments do not include new disclosure requirements; however, existing disclosure requirements might be applicable when accounting for the current and deferred income taxes for an intra-entity transfer of an asset other than inventory. The guidance will be effective for annual reporting periods beginning after December 15, 2017 , including interim reporting periods within those annual reporting periods. Early adoption is permitted as of the beginning of an annual reporting period for which interim or annual financial statements have not been issued or made available for issuance. The amendments should be applied on a modified retrospective basis through a cumulative-effect adjustment directly to retained earnings as of the beginning of the period of adoption. We are currently evaluating the potential impact on our consolidated financial statements and disclosures. In August 2016 , the FASB issued ASU No. 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments . This ASU addresses how cash receipts and cash payments are presented and classified in the statement of cash flows with regard to debt prepayment and debt extinguishment costs, zero -coupon debt instruments, contingent consideration payments, insurance settlement proceeds, equity method investees distributions, beneficial interests in securitization transactions, and separately identifiable cash flows. The guidance will be effective for the fiscal year beginning after December 15, 2017 , including interim periods within those fiscal years, with early adoption permitted. We are currently evaluating the potential impact on our consolidated financial statements and disclosures. In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842) . The standard requires lessees to recognize the assets and liabilities arising from leases on the balance sheet and retains a distinction between finance leases and operating leases. The classification criteria for distinguishing between finance leases and operating leases are substantially similar to the classification criteria for distinguishing between capital leases and operating leases in the previous lease guidance. The accounting standard is effective for annual periods beginning after December 15, 2018, including interim periods within those fiscal years, with early adoption permitted. We are currently assessing the impact the adoption of this standard will have on our financial reporting and have not decided upon the method of adoption, but recognizing the lease liability and related right-of-use asset will significantly impact our balance sheet. In January 2016, the FASB issued ASU No. 2016-01, Financial Instruments (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities . This ASU enhances the reporting model for financial instruments to provide users of financial statements with more decision-useful information by requiring equity investments to be measured at fair value with changes in fair value recognized in net income. It simplifies the impairment assessment of equity investments without readily determinable fair values by requiring a qualitative assessment to identify impairment and eliminates the requirement to disclose the fair value of financial instruments measured at amortized cost for entities that are not public business entities. It also requires an entity to present separately in other comprehensive income the portion of the total change in the fair value of a liability resulting from a change in the instrument-specific credit risk when the entity has elected to measure the liability at fair value in accordance with the fair value option for financial instruments and requires separate presentation of financial assets and financial liabilities by measurement category and form of financial asset on the balance sheet or the accompanying notes to the consolidated financial statements. The accounting standard is effective for annual periods beginning after December 15, 2017 , including interim periods within those fiscal years, with early adoption permitted. We are currently evaluating the potential impact on our consolidated financial statements and disclosures. In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers . This ASU requires entities to recognize revenue in the way they expect to be entitled for the transfer of promised goods or services to customers. The ASU will replace most of the existing revenue recognition requirements in GAAP when it becomes effective. In March 2016, the FASB issued ASU No. 2016-08, Principal versus Agent Considerations (Reporting Revenue Gross versus Net) . The amendments in this ASU clarify the implementation guidance on principal versus agent considerations. In December 2016, the FASB issued ASU No. 2016-20, Technical Corrections and Improvements to Topic 606, Revenue from Contracts with Customers. The amendments in this ASU narrow certain aspects of the guidance issued in Update 2014-09. These standards are effective for fiscal years beginning after December 15, 2017 , including interim periods within those fiscal years, which requires us to adopt the standard in fiscal year 2018. Early application in fiscal year 2017 is permitted. The updates permit the use of either the retrospective or cumulative effect transition method. We are assessing the impact, if any, the adoption of this standard will have on our consolidated financial statements and we have not decided upon the method of adoption. With the exception of the new standards discussed above, there have been no other recent accounting pronouncements or changes in accounting pronouncements during the three months ended July 1, 2017 that are of significance or potential significance to us. |
Acquisitions
Acquisitions | 6 Months Ended |
Jul. 01, 2017 | |
Business Combinations [Abstract] | |
Acquisitions | Acquisitions On June 30, 2017, we acquired all of the issued and outstanding shares of Mattiovi for total consideration of approximately $21.2 million in cash. Mattiovi is a leading manufacturer of interior doors and door frames in Finland and is part of our Europe segment. Our preliminary estimate of the excess purchase price over the fair value of net assets acquired was $12.5 million , of which $8.6 million and $3.9 million were preliminarily allocated to goodwill and intangibles, respectively. Goodwill of $8.6 million is calculated as the excess of purchase price over the fair value of net assets, represents operational efficiencies and sales synergies, and is not expected to be fully tax-deductible. The intangible assets will be amortized over an estimated weighted average amortization period of 11 years . Accrued acquisition-related costs are included in selling, general and administrative expense in our unaudited consolidated statements of operations and are immaterial for the period. On February 1, 2016, we acquired all of the issued and outstanding shares of Trend for total consideration of approximately $25.7 million , net of cash acquired. Trend is a leading manufacturer of doors and windows in Australia. The excess purchase price over the fair value of net assets acquired of $3.6 million and $6.7 million was allocated to goodwill and intangible assets, respectively. Goodwill of $3.6 million is the excess of purchase price over the fair value of net assets acquired in business combinations and represents cost savings from reduced overhead and operational expenses by leveraging our manufacturing footprint, supply chain savings and sales synergies and is not expected to be fully tax-deductible. The intangible assets include technology, tradenames, trademarks, software, permits and customer relationships and are being amortized over a weighted average amortization period of 33 years . As of April 1, 2017, the purchase price allocation was considered complete. Acquisition-related costs of $0.9 million were expensed as incurred and are included in selling, general and administrative expense in our unaudited consolidated statements of operations for the six months ended June 25, 2016 . In August 2016, we acquired all of the issued and outstanding shares of Breezway, headquartered in Brisbane, Australia for total consideration of approximately $60.2 million , net of cash acquired. Breezway is a manufacturer of louver window systems for the residential and commercial window markets. Breezway’s primary sales market is Australia and it also maintains a presence in Malaysia and Hawaii. The acquisition of Breezway is expected to strengthen our position in the Australian window market and expand our product portfolio with new and innovative window designs as well as other complementary products. The results of Mattiovi, Trend and Breezway are included in our unaudited consolidated financial statements from the date of their acquisition. |
Discontinued Operations and Div
Discontinued Operations and Divestitures | 6 Months Ended |
Jul. 01, 2017 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Discontinued Operations and Divestitures | Discontinued Operations and Divestitures Our discontinued operations consisted primarily of our Silver Mountain resort and real estate located in Idaho which was sold in November 2016 and was included in our Corporate and unallocated cost segment’s assets presented in the accompanying unaudited consolidated financial statements. The results of these operations have been removed from the results of continuing operations for all periods presented. As of December 31, 2016 , there are no remaining assets or liabilities of discontinued operations separately presented in the unaudited consolidated balance sheets. The results of discontinued operations including the gains on sale of discontinued operations are summarized as follows: Three Months Ended Six Months Ended (amounts in thousands) July 1, June 25, July 1, June 25, Net revenues $ — $ 1,487 $ — $ 5,120 Loss before tax and non-controlling interest — (903 ) — (104 ) Loss from discontinued operations, net of tax — (618 ) — (104 ) |
Accounts Receivable
Accounts Receivable | 6 Months Ended |
Jul. 01, 2017 | |
Receivables [Abstract] | |
Accounts Receivable | Accounts Receivable We sell our manufactured products to a large number of customers, primarily in the residential housing construction and remodel sectors, broadly dispersed across many domestic and foreign geographic regions. We perform ongoing credit evaluations of our customers to minimize credit risk. We do not usually require collateral for accounts receivable but will require advance payment, guarantees, a security interest in the products sold to a customer, and/or letters of credit in certain situations. Customer accounts receivable converted to notes receivable are primarily collateralized by inventory or other collateral. As of July 1, 2017 and December 31, 2016 , we had an allowance for doubtful accounts of $4.2 million and $3.8 million , respectively. |
Inventories
Inventories | 6 Months Ended |
Jul. 01, 2017 | |
Inventory Disclosure [Abstract] | |
Inventories | Inventories Inventories are stated at net realizable value. Finished goods and work-in-process inventories include material, labor and manufacturing overhead costs. (amounts in thousands) July 1, December 31, 2016 Raw materials $ 245,439 $ 233,730 Work in process 36,301 30,202 Finished goods 93,797 70,702 Inventories $ 375,537 $ 334,634 |
Property and Equipment, Net
Property and Equipment, Net | 6 Months Ended |
Jul. 01, 2017 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment, Net | Property and Equipment, Net (amounts in thousands) July 1, December 31, 2016 Property and equipment $ 1,775,827 $ 1,712,682 Accumulated depreciation (1,067,251 ) (1,008,031 ) Property and equipment, net $ 708,576 $ 704,651 We monitor all property, plant and equipment for any indicators of potential impairment. We recorded no impairment charges during the three and six months ended July 1, 2017 and $0.3 million and $0.9 million during the three and six months ended June 25, 2016 , respectively. Build-to-Suit Lease – In November of 2016, the Company entered into a build-to-suit arrangement for a corporate headquarters facility in Charlotte, North Carolina. The lease commences upon completion of construction which is anticipated to be early 2018. In accordance with ASC 840, Leases, for build-to-suit arrangements where the Company is involved in the construction of structural improvements prior to the commencement of the lease or takes some level of construction risk, the Company is considered the accounting owner of the assets and land during the construction period. Accordingly, during construction activities, the Company recorded a Construction in progress asset within Property and equipment and a corresponding liability for contributions by the landlord toward construction. Once the construction is completed, if the lease meets certain “sale-leaseback” criteria, the Company will remove the asset and related financial obligation from the Consolidated Balance Sheet and treat the building lease as either an operating or capital lease. If upon completion of construction, the lease does not meet the “sale-leaseback” criteria, the build-to-suit asset will be depreciated over its estimated useful life and lease payments will be applied as debt service against the liability. As of July 1, 2017, $9.5 million of build-to-suit assets is included in Property and equipment, net, and the corresponding financial obligation of $9.5 million in deferred credits and other long-term liabilities in the accompanying unaudited consolidated balance sheet. Depreciation expense was recorded as follows: Three Months Ended Six Months Ended (amounts in thousands) July 1, June 25, July 1, June 25, Cost of sales $ 19,076 $ 19,368 $ 37,971 $ 37,961 Selling, general and administrative 1,844 1,806 3,934 3,724 $ 20,920 $ 21,174 $ 41,905 $ 41,685 |
Goodwill
Goodwill | 6 Months Ended |
Jul. 01, 2017 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill | Goodwill The following table summarizes the changes in goodwill by reportable segment: (amounts in thousands) North America Europe Australasia Total Reportable Segments Balance as of January 1 $ 187,376 $ 229,112 $ 69,567 $ 486,055 Acquisitions — 8,569 — 8,569 Currency translation 225 19,733 4,330 24,288 Balance at end of period $ 187,601 $ 257,414 $ 73,897 $ 518,912 |
Warranty Liability
Warranty Liability | 6 Months Ended |
Jul. 01, 2017 | |
Product Warranties Disclosures [Abstract] | |
Warranty Liability | Warranty Liability Warranty terms range primarily from one year to lifetime on certain window and door components. Warranties are normally limited to replacement or service of defective components for the original customer. Some warranties are transferable to subsequent owners, and are either limited to ten years from the date of manufacture, or require pro-rata payments from the customer. A provision for estimated warranty costs is recorded at the time of sale based on historical experience, and we periodically adjust these provisions to reflect actual experience. An analysis of our warranty liability is as follows: (amounts in thousands) July 1, June 25, Balance as of January 1 $ 45,398 $ 44,891 Current period expense 11,928 11,014 Liabilities assumed due to acquisition — 16 Experience adjustments 674 (1,271 ) Payments (11,834 ) (7,535 ) Currency translation 529 530 Balance at end of period 46,695 47,645 Current portion (19,630 ) (16,962 ) Long-term portion $ 27,065 $ 30,683 The most significant component of our warranty liability is in the North America segment which totaled $42.1 million at July 1, 2017 after discounting future estimated cash flows at rates between 0.76% and 4.75% . Without discounting, the liability would have been higher by approximately $2.2 million . During the second quarter of 2016, we recorded an out-of-period adjustment which increased our warranty expense and reserve by approximately $2.5 million . The current and long-term portions of the warranty liability are included in accrued expenses and other current liabilities, and deferred credits and other liabilities, respectively, in the accompanying unaudited consolidated balance sheets. |
Notes Payable and Long-Term Deb
Notes Payable and Long-Term Debt | 6 Months Ended |
Jul. 01, 2017 | |
Debt Disclosure [Abstract] | |
Notes Payable and Long-Term Debt | Notes Payable and Long-Term Debt As of July 1, 2017 and December 31, 2016 , notes payable consisted of the following and are included in notes payable and current maturities of long-term debt in the accompanying unaudited consolidated balance sheets: (amounts in thousands) July 1, 2017 Interest Rate July 1, December 31, 2016 Variable rate industrial revenue bonds 1.10% - 1.25% $ 105 $ 205 As of July 1, 2017 and December 31, 2016 , our long-term debt, net of original issue discount and unamortized debt issuance costs, consisted of the following: (amounts in thousands) July 1, 2017 Effective Interest Rate July 1, December 31, 2016 Revolving credit facility 2.50% $ 835 $ 742 Term loan, net of original discount of $6,526 and $8,086, respectively 4.30% 1,223,929 1,603,551 Mortgage notes 1.15% 31,977 29,505 Installment notes 2.90% - 6.38% 4,144 5,880 Installment notes for stock 3.00% - 3.75% 2,078 3,260 Unamortized debt issuance costs (17,236 ) (23,108 ) 1,245,727 1,619,830 Current maturities of long-term debt (14,490 ) (19,826 ) Long-term debt $ 1,231,237 $ 1,600,004 In January 2015 , we entered into a new €39.0 million committed Euro Revolving Facility that matures in January 2019 . The revolving credit facility bears interest at the IBOR (subject to a floor of 0.00% ) + 2.50% . The agreement requires that we maintain certain financial ratios, including an interest coverage ratio and a leverage ratio. Subsequent to our IPO, we prepaid $375.0 million of outstanding principal under our Term Loan Facility. As a result of this prepayment, we recorded interest expense due to the write-off of a portion of the unamortized debt issuance costs of approximately $6.1 million and a portion of the original issue discount of approximately $0.9 million associated with the Term Loan Facility. On March 7, 2017, we amended our Term Loan Facility to reduce the interest rate applicable to the term loans outstanding under the credit agreement. Pursuant to the amendment, certain lenders under the credit agreement converted their 2016 Term Loans into Amended Term Loans in an aggregate amount, along with additional Amended Term Loans advanced by a replacement lender, of approximately $1.237 billion . The proceeds of the Amended Term Loans advanced by the replacement lender were used to prepay in full all of the 2016 Term Loans that were not converted into Amended Term Loans. Under the amendment, the rate at which Amended Term Loans bear interest is LIBOR (subject to a floor of 1.00% ) plus a margin of 2.75% to 3.00% , depending on our net leverage ratio. In addition, the amendment removes the cap on the amount of cash used in the calculation of net debt. We incurred $1.1 million of debt issuance costs related to the 2017 term loan amendment, which is included as an offset to long-term debt in the accompanying unaudited consolidated balance sheets. Furthermore, the amendment requires that 0.25% (or $3.1 million ) of the aggregate principal amount of the Amended Term Loans be repaid quarterly prior to the final maturity date, resulting in an outstanding principal balance, net of original discount, of $1,223.9 million on July 1, 2017 . The Amended Term Loans are secured by the same collateral and guaranteed by the same guarantors as the 2016 Term Loans. The other terms of the Amended Term Loans are also generally the same as the terms of the 2016 Term Loans including maturity and payment terms. At July 1, 2017 , we had combined borrowing availability of $300.3 million under our revolving facilities. As of July 1, 2017 and December 31, 2016 , we were in compliance with the terms of all of our Credit Facilities. |
Income Taxes
Income Taxes | 6 Months Ended |
Jul. 01, 2017 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes The effective income tax rate for continuing operations was 27.9% for the three and six months ended July 1, 2017 compared to (30.6)% and (23.4)% for the three and six months ended June 25, 2016 , respectively. In accordance with ASC 740-270, we recorded tax expense of $17.7 million and $20.0 million from continuing operations in the three and six months ended July 1, 2017 , respectively, compared to a tax benefit of $15.7 million and $13.6 million for the corresponding periods ended June 25, 2016 , by applying an estimated annual effective tax rate to our year-to-date income for includable entities during the respective periods. The application of the estimated annual effective tax rate in interim periods may result in a significant variation in the customary relationship between income tax expense and pretax accounting income due to the seasonality of our global business. Entities which are currently generating losses and for which there is a full valuation allowance are excluded from the worldwide effective tax rate calculation and are calculated separately. The impact of significant discrete items is separately recognized in the quarter in which they occur. The tax benefit related to discrete items included in the tax provision for continuing operations for the three and six months ended July 1, 2017 was $1.0 million and $1.3 million , respectively, compared to a tax benefit of $26.1 million and $25.1 million for the three and six months ended June 25, 2016 . The discrete amounts for the three and six months ended July 1, 2017 were comprised primarily of tax benefits attributable to a tax effect of deductions in excess of share-based compensation cost. The discrete amounts for the three and six months ended June 25, 2016 were comprised primarily of a net release of our valuation allowance of $22.8 million and recognition of additional deferred tax assets related to the UK of $2.5 million . The effective tax rate for discontinued operations was 31.6% and 0.0% for the three and six months ended June 25, 2016 . Under ASC 740-10, we provide for uncertain tax positions and the related interest expense by adjusting unrecognized tax benefits and accrued interest accordingly. We recognize potential interest and penalties related to unrecognized tax benefits in income tax expense. We had unrecognized tax benefits of $11.6 million as of July 1, 2017 and December 31, 2016 . |
Segment Information
Segment Information | 6 Months Ended |
Jul. 01, 2017 | |
Segment Reporting [Abstract] | |
Segment Information | Segment Information We report our segment information in the same way management internally organizes the business in assessing performance and making decisions regarding allocation of resources in accordance with ASC 280-10- Segment Reporting . We determined that we have three reportable segments, organized and managed principally by geographic region. Our reportable segments are North America, Europe and Australasia. We report all other business activities in Corporate and unallocated costs. Factors considered in determining the three reportable segments include the nature of business activities, the management structure accountable directly to the CODM for operating and administrative activities, the discrete financial information available and the information presented to the CODM. Management reviews net revenues and Adjusted EBITDA (as defined below) to evaluate segment performance and allocate resources. We define Adjusted EBITDA as net income (loss), as adjusted for the following items: income (loss) from discontinued operations, net of tax; gain (loss) on sale of discontinued operations, net of tax; equity earnings (loss) of non-consolidated entities; income tax (expense) benefit; depreciation and intangible amortization; interest expense, net; impairment and restructuring charges; (gain) loss on sale of property and equipment; share-based compensation expense; non-cash foreign exchange transaction/translation (income) loss; other non-cash items; other items; and costs related to debt restructuring and debt refinancing. The following tables set forth certain information relating to our segments’ operations. We revised total net revenues and elimination of intersegment net revenues for our North America and Australasia segments to eliminate an inconsistency in the presentation of intersegment net revenues to properly reflect only sales between segments for all of our segments. There are no changes to net revenues from external customers by segment or in total. These corrections were not material to the prior periods presented. (amounts in thousands) North America Europe Australasia Total Operating Segments Corporate and Unallocated Costs Total Consolidated Three Months Ended July 1, 2017 Total net revenues $ 552,246 $ 259,426 $ 140,693 $ 952,365 $ — $ 952,365 Elimination of intersegment net revenues (561 ) (537 ) (2,531 ) (3,629 ) — (3,629 ) Net revenues from external customers $ 551,685 $ 258,889 $ 138,162 $ 948,736 $ — $ 948,736 Impairment and restructuring charges 99 451 — 550 4 554 Adjusted EBITDA 79,830 37,065 17,335 134,230 (8,903 ) 125,327 Three Months Ended June 25, 2016 Total net revenues $ 568,056 $ 267,231 $ 132,458 $ 967,745 $ — $ 967,745 Elimination of intersegment net revenues (621 ) (456 ) (2,060 ) (3,137 ) — (3,137 ) Net revenues from external customers $ 567,435 $ 266,775 $ 130,398 $ 964,608 $ — $ 964,608 Impairment and restructuring charges 673 1,114 86 1,873 246 2,119 Adjusted EBITDA 75,786 34,290 14,239 124,315 (11,568 ) 112,747 (amounts in thousands) North America Europe Australasia Total Operating Segments Corporate and Unallocated Costs Total Consolidated Six Months Ended July 1, 2017 Total net revenues $ 1,036,810 $ 502,094 $ 265,035 $ 1,803,939 $ — $ 1,803,939 Elimination of intersegment net revenues (1,028 ) (883 ) (5,505 ) (7,416 ) — (7,416 ) Net revenues from external customers $ 1,035,782 $ 501,211 $ 259,530 $ 1,796,523 $ — $ 1,796,523 Impairment and restructuring charges 335 1,324 — 1,659 97 1,756 Adjusted EBITDA 130,008 64,270 30,584 224,862 (18,573 ) 206,289 Six Months Ended June 25, 2016 Total net revenues $ 1,028,822 $ 504,628 $ 232,015 $ 1,765,465 $ — $ 1,765,465 Elimination of intersegment net revenues (1,162 ) 696 (3,844 ) (4,310 ) — (4,310 ) Net revenues from external customers $ 1,027,660 $ 505,324 $ 228,171 $ 1,761,155 $ — $ 1,761,155 Impairment and restructuring charges 2,550 1,881 169 4,600 500 5,100 Adjusted EBITDA 107,485 58,986 23,158 189,629 (15,726 ) 173,903 Reconciliations of net income to Adjusted EBITDA are as follows: Three Months Ended Six Months Ended (amounts in thousands) July 1, June 25, July 1, June 25, Net income $ 46,778 $ 66,890 $ 53,206 $ 72,935 Earnings from discontinued operations, net of tax — 618 — 104 Equity earnings of non-consolidated entities (1,073 ) (487 ) (1,554 ) (1,252 ) Income tax expense (benefit) 17,703 (15,713 ) 19,955 (13,616 ) Depreciation and intangible amortization 25,990 26,357 53,052 52,049 Interest expense, net (a) 17,547 18,167 44,439 35,178 Impairment and restructuring charges (b) 577 5,278 1,757 8,178 (Gain) loss on sale of property and equipment (34 ) 301 (77 ) (3,343 ) Stock-based compensation expense 5,339 5,532 10,783 10,617 Non-cash foreign exchange transaction/translation loss 2,754 1,784 7,114 6,767 Other non-cash items (c) (16 ) 2,602 (15 ) 3,027 Other items (d) 9,754 1,419 17,341 3,249 Costs relating to debt restructuring and debt refinancing (e) 8 (1 ) 288 10 Adjusted EBITDA $ 125,327 $ 112,747 $ 206,289 $ 173,903 (a) Interest expense for the six months ended July 1, 2017 includes $7,002 related to the write-off of a portion of the unamortized debt issuance costs and original issue discount associated with the Term Loan Facility. (b) Impairment and restructuring charges above include charges relating to inventory and/or manufacturing of our products that are included in cost of sales in the accompanying unaudited consolidated statements of operations. See Note 16- Impairment and Restructuring Charges of Continuing Operations included elsewhere in this Form 10-Q. (c) Other non-cash items include; (i) in the three months ended June 25, 2016 , (1) $2,550 out-of-period charge for European warranty liability adjustment; and (ii) in the six months ended June 25, 2016 , (1) $2,550 out-of-period charge for European warranty liability adjustment, and (2) charges of $357 for Trend PPA inventory valuation adjustment. (d) Other items not core to business activity include: (i) in the three months ended July 1, 2017 , (1) $7,766 in legal costs, (2) $1,026 in secondary offering costs and (3) $665 in legal entity consolidation costs; (ii) in the three months ended June 25, 2016 , (1) $351 professional fees related to the IPO process, (2) $251 related to a legal settlement accrual for CMI, (3) $216 of non-recurring audit fees, and (4) $165 in acquisition costs; (iii) in the six months ended July 1, 2017 , (1) $15,762 in legal costs, (2) $(2,247) gain on settlement of contract escrow, (3) $1,026 secondary offering costs, (4) $811 in legal entity consolidation costs, (5) $643 in facility shut down costs, and (6) $348 in IPO costs; and (iv) in the six months ended June 25, 2016 , (1) $1,033 in acquisition costs, (2) $351 of professional fees related to IPO process, (3) $330 in Dooria plant closure costs, (4) $251 related to a legal settlement accrual for CMI, (5) $237 of tax consulting costs in Europe, and (6) $216 of non-recurring audit fees. (e) Includes non-recurring fees and expenses related to professional advisors retained in connection with the refinancing of our debt obligations. |
Series A Convertible Preferred
Series A Convertible Preferred Shares | 6 Months Ended |
Jul. 01, 2017 | |
Equity [Abstract] | |
Series A Convertible Preferred Shares | Series A Convertible Preferred Shares Prior to the IPO, we had the authority to issue up to 8,750,000 shares of preferred stock, par value of $0.01 , of which 8,749,999 shares were designated as Series A Convertible Preferred Stock and one share was designated as Series B Preferred Stock. Series A Convertible Preferred Stock consisted of 2,922,634 shares of Series A-1 Stock, 208,760 shares of Series A-2 Stock, 843,132 shares of Series A-3 Stock, and 4,775,473 shares of Series A-4 Stock. At December 31, 2016, all of the authorized shares of Series A-1, Series A-2, and Series A-3 Stock and one Series B Stock were issued and outstanding. Immediately prior to the closing of our IPO, the outstanding shares and accumulated and unpaid dividends of the Series A Convertible Preferred Stock converted into 64,211,172 common shares by applying the applicable conversion rates as prescribed in our then-existing certificate of incorporation. Capital Stock On February 1, 2017, immediately prior to the closing of the IPO, the Company filed its Charter with the Secretary of State of the State of Delaware, and the Company’s Bylaws became effective, each as contemplated by the registration statement we filed as part of our IPO. The Charter, among other things, provides that the Company’s authorized capital stock consists of 900,000,000 shares of common stock, par value $0.01 per share and 90,000,000 shares of preferred stock, par value $0.01 per share. Preferred Stock - Our Board of Directors is authorized to issue Preferred Stock from time to time in one or more series and with such rights, privileges, and preferences as the Board of Directors shall from time to time determine. We have not issued any shares of preferred stock. Common Stock - As of December 31, 2016 , we were governed by our pre-IPO charter, which provided the authority to issue 22,810,000 shares of common stock, with a par value of $0.01 per share, of which 22,379,800 shares were designated common stock and 430,200 shares were designated as Class B-1 Common Stock. On January 3, 2017, our pre-IPO charter was amended authorizing us to issue 904,732,200 shares of common stock, with a par value of $0.01 per share, of which 900,000,000 shares were designated common stock and 4,732,200 shares were designated as Class B-1 Common Stock. Each share of common stock (whether common stock or Class B-1 Common Stock) had the same rights, privileges, interest and attributes and was subject to the same limitations as every other share treating the Class B-1 Common Stock on an as-converted basis. Each share of Class B-1 Common Stock was convertible at the option of the holder into shares of common stock at the same ratio on the date of conversion as a share of Series A-1 Stock would have been convertible on such date of conversion, assuming that no cash dividends had been paid on the Series A-1 Stock (or its predecessor security) since the date of initial issuance. Immediately prior to the closing of our IPO, all of the outstanding shares of Class B-1 Common Stock were converted into 309,404 common shares of common stock. Common stock includes the basis of shares outstanding plus amounts recorded as additional paid-in capital. A summary of activity for common and Class B-1 Common Stock outstanding for the six months ended July 1, 2017 is as follows: Common B-1 Common Beginning shares outstanding 17,894,393 177,221 Shares issued 22,508,739 — Shares converted 64,520,576 (177,221 ) Ending shares outstanding 104,923,708 — Shares outstanding above excludes the shares issued to the Employee Benefit Trust that are considered similar to treasury shares and total 193,941 shares at both July 1, 2017 and December 31, 2016 with a total original issuance value of $12.4 million . On February 1, 2017, we closed our IPO and received $480.3 million in proceeds, net of underwriting discounts and commissions. Costs associated with our initial public offering of $7.9 million , including $5.9 million of capitalized costs included in “other assets” as of December 31, 2016 in the accompanying unaudited consolidated balance sheets, were charged to equity upon completion of the IPO. |
Capital Stock
Capital Stock | 6 Months Ended |
Jul. 01, 2017 | |
Equity [Abstract] | |
Capital Stock | Series A Convertible Preferred Shares Prior to the IPO, we had the authority to issue up to 8,750,000 shares of preferred stock, par value of $0.01 , of which 8,749,999 shares were designated as Series A Convertible Preferred Stock and one share was designated as Series B Preferred Stock. Series A Convertible Preferred Stock consisted of 2,922,634 shares of Series A-1 Stock, 208,760 shares of Series A-2 Stock, 843,132 shares of Series A-3 Stock, and 4,775,473 shares of Series A-4 Stock. At December 31, 2016, all of the authorized shares of Series A-1, Series A-2, and Series A-3 Stock and one Series B Stock were issued and outstanding. Immediately prior to the closing of our IPO, the outstanding shares and accumulated and unpaid dividends of the Series A Convertible Preferred Stock converted into 64,211,172 common shares by applying the applicable conversion rates as prescribed in our then-existing certificate of incorporation. Capital Stock On February 1, 2017, immediately prior to the closing of the IPO, the Company filed its Charter with the Secretary of State of the State of Delaware, and the Company’s Bylaws became effective, each as contemplated by the registration statement we filed as part of our IPO. The Charter, among other things, provides that the Company’s authorized capital stock consists of 900,000,000 shares of common stock, par value $0.01 per share and 90,000,000 shares of preferred stock, par value $0.01 per share. Preferred Stock - Our Board of Directors is authorized to issue Preferred Stock from time to time in one or more series and with such rights, privileges, and preferences as the Board of Directors shall from time to time determine. We have not issued any shares of preferred stock. Common Stock - As of December 31, 2016 , we were governed by our pre-IPO charter, which provided the authority to issue 22,810,000 shares of common stock, with a par value of $0.01 per share, of which 22,379,800 shares were designated common stock and 430,200 shares were designated as Class B-1 Common Stock. On January 3, 2017, our pre-IPO charter was amended authorizing us to issue 904,732,200 shares of common stock, with a par value of $0.01 per share, of which 900,000,000 shares were designated common stock and 4,732,200 shares were designated as Class B-1 Common Stock. Each share of common stock (whether common stock or Class B-1 Common Stock) had the same rights, privileges, interest and attributes and was subject to the same limitations as every other share treating the Class B-1 Common Stock on an as-converted basis. Each share of Class B-1 Common Stock was convertible at the option of the holder into shares of common stock at the same ratio on the date of conversion as a share of Series A-1 Stock would have been convertible on such date of conversion, assuming that no cash dividends had been paid on the Series A-1 Stock (or its predecessor security) since the date of initial issuance. Immediately prior to the closing of our IPO, all of the outstanding shares of Class B-1 Common Stock were converted into 309,404 common shares of common stock. Common stock includes the basis of shares outstanding plus amounts recorded as additional paid-in capital. A summary of activity for common and Class B-1 Common Stock outstanding for the six months ended July 1, 2017 is as follows: Common B-1 Common Beginning shares outstanding 17,894,393 177,221 Shares issued 22,508,739 — Shares converted 64,520,576 (177,221 ) Ending shares outstanding 104,923,708 — Shares outstanding above excludes the shares issued to the Employee Benefit Trust that are considered similar to treasury shares and total 193,941 shares at both July 1, 2017 and December 31, 2016 with a total original issuance value of $12.4 million . On February 1, 2017, we closed our IPO and received $480.3 million in proceeds, net of underwriting discounts and commissions. Costs associated with our initial public offering of $7.9 million , including $5.9 million of capitalized costs included in “other assets” as of December 31, 2016 in the accompanying unaudited consolidated balance sheets, were charged to equity upon completion of the IPO. |
Earnings (Loss) Per Share
Earnings (Loss) Per Share | 6 Months Ended |
Jul. 01, 2017 | |
Earnings Per Share [Abstract] | |
Earnings (Loss) Per Share | Earnings (Loss) Per Share Basic earnings per share is calculated by dividing net earnings attributable to common shareholders by the weighted average shares outstanding during the period, without consideration for common stock equivalents. Diluted net earnings per share is calculating by adjusting weighted average shares outstanding for the dilutive effect of common share equivalents outstanding for the period, determined using the treasury-stock method. Series A Stock, common stock options, Class B-1 Common Stock options, and unvested Common Restricted Stock Units are considered to be common stock equivalents included in the calculation of diluted net income (loss) per share. The basic and diluted income (loss) per share calculations for the three and six months ended July 1, 2017 and June 25, 2016 are presented below (in thousands, except share and per share amounts). Three Months Ended Six Months Ended July 1, June 25, July 1, June 25, Earnings (loss) per share basic: Income from continuing operations $ 45,705 $ 67,021 $ 51,652 $ 71,787 Equity earnings of non-consolidated entities 1,073 487 1,554 1,252 Income from continuing operations and equity earnings of 46,778 67,508 53,206 73,039 Undeclared Series A Convertible Preferred Stock dividends — (28,001 ) (10,462 ) (54,407 ) Deemed Dividend on Series A Convertible Preferred Stock from Settlement Agreement — (23,701 ) — (23,701 ) Income (loss) attributable to common shareholders from continuing operations 46,778 15,806 42,744 (5,069 ) Loss from discontinued operations, net of tax — (618 ) — (104 ) Net income (loss) attributable to common shareholders - basic $ 46,778 $ 15,188 $ 42,744 $ (5,173 ) Weighted average outstanding shares of common stock basic 104,794,294 17,972,977 89,544,882 17,956,433 Basic income (loss) per share Income (loss) from continuing operations $ 0.45 $ 0.88 $ 0.48 $ (0.28 ) Loss from discontinued operations $ — $ (0.03 ) $ — $ (0.01 ) Net income (loss) per share $ 0.45 $ 0.85 $ 0.48 $ (0.29 ) Three Months Ended Six Months Ended July 1, June 25, July 1, June 25, Earnings (loss) per share diluted: Net income (loss) attributable to common shareholders - basic $ 46,778 $ 15,188 $ 42,744 $ (5,173 ) Undeclared Series A Convertible Preferred Stock dividends — 28,001 — — Deemed Dividend on Series A Convertible Preferred Stock from Settlement Agreement — 23,701 — — Net income (loss) attributable to common shareholders - diluted $ 46,778 $ 66,890 $ 42,744 $ (5,173 ) Weighted average outstanding shares of common stock basic 104,794,294 17,972,977 89,544,882 17,956,433 Dilutive convertible preferred stock — 61,565,878 — — Restricted stock units and options to purchase common stock 4,291,835 3,408,229 4,188,768 — Weighted average outstanding shares of common stock diluted 109,086,129 82,947,084 93,733,650 17,956,433 Dilutive income (loss) per share Income (loss) from continuing operations $ 0.43 $ 0.82 $ 0.46 $ (0.28 ) Loss from discontinued operations $ — $ (0.01 ) $ — $ (0.01 ) Net income (loss) per share $ 0.43 $ 0.81 $ 0.46 $ (0.29 ) Prior to its conversion, our Class B-1 Common Stock was considered a participating security as defined by ASC 260. However, because the effect of utilizing the two-class method to allocate earnings to Class B-1 Common Stock outstanding on an as-converted basis had an immaterial effect on the income (loss) per share, we have elected to forgo the two-class method and separate presentation of income (loss) per share for each participating class of common stock. The following table provides the securities that could potentially dilute basic earnings per share in the future, but were not included in the computation of diluted earnings per share because to do so would have been anti-dilutive: Three Months Ended Six Months Ended July 1, June 25, July 1, June 25, Series A Convertible Preferred Stock — — — 43,719,775 Common Stock options 623,570 1,048,135 636,099 5,432,174 Restricted stock units — — — 405,933 |
Stock Compensation
Stock Compensation | 6 Months Ended |
Jul. 01, 2017 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Stock Compensation | Stock Compensation Prior to the IPO, our Amended and Restated Stock Incentive Plan, the “Stock Incentive Plan”, allowed us to offer common options, B-1 common options and common RSUs for the benefit of our employees, affiliate employees and key non-employees. Under the Stock Incentive Plan, we can award up to an aggregate of 2,761,000 common shares and 4,732,200 B-1 common shares. The Stock Incentive Plan provides for accelerated vesting of awards upon the occurrence of certain events. Through December 31, 2016, we issued 5,156,976 options and 385,220 RSUs under the Stock Incentive Plan. In connection with our IPO, the Board adopted and our shareholders approved the JELD-WEN Holding, Inc. 2017 Omnibus Equity Plan, the “Omnibus Equity Plan”. Under the Omnibus Equity Plan, equity awards may be made in respect of 7,500,000 shares of our common stock. Under the Omnibus Equity Plan, awards may be granted in the form of options, restricted stock, RSUs, stock appreciation rights, dividend equivalent rights, share awards and performance-based awards (including performance share units and performance-based restricted stock). Three Months Ended July 1, 2017 June 25, 2016 Shares Weighted Average Exercise Price Per Share Shares Weighted Average Exercise Price Per Share Options granted 13,422 $ 32.79 151,800 $ 42.55 Options canceled 63,861 16.29 97,207 15.50 Options exercised 320,190 13.20 26,312 18.87 Shares Weighted Average Grant Date Fair Value Shares Weighted Average Grant Date Fair Value RSUs granted - employee 6,659 $ 31.95 16,500 $ 30.60 Six Months Ended July 1, 2017 June 25, 2016 Shares Weighted Average Exercise Price Per Share Shares Weighted Average Exercise Price Per Share Options granted 492,597 $ 27.73 367,400 $ 37.13 Options canceled 141,153 14.58 200,376 16.07 Options exercised 375,568 13.07 41,646 19.32 Shares Weighted Average Grant Date Fair Value Shares Weighted Average Grant Date Fair Value RSUs granted - non-employee directors 21,198 $ 31.13 — $ — RSUs granted - employee 146,102 27.79 27,500 28.14 Our stock-based compensation expense was $5.3 million and $10.8 million for the three and six months ended July 1, 2017 , respectively and $5.5 million and $10.6 million in the corresponding periods ended June 25, 2016 . As of July 1, 2017, there was $27.7 million of total unrecognized compensation expense related to non-vested share-based compensation arrangements. This cost is expected to be recognized over the remaining weighted-average vesting period of 1.6 years. |
Impairment and Restructuring Ch
Impairment and Restructuring Charges | 6 Months Ended |
Jul. 01, 2017 | |
Restructuring and Related Activities [Abstract] | |
Impairment and Restructuring Charges | Impairment and Restructuring Charges Closure costs and impairment charges for operations not qualifying as discontinued operations are classified as impairment and restructuring charges in our unaudited consolidated statements of operations. In the second quarter of 2017, we incurred impairment and restructuring costs of $0.6 million , primarily related to ongoing restructuring costs in our Europe segment. In the second quarter of 2016, we incurred impairment and restructuring costs of $2.1 million , including $1.1 million of restructuring costs in Europe related to the closure of a manufacturing plant in Sweden and restructuring of corporate personnel. In the first quarter of 2017, we incurred impairment and restructuring costs of $1.2 million , primarily related to ongoing restructuring costs in our Europe segment. In the first quarter of 2016, we incurred impairment and restructuring costs of $3.0 million , primarily related to ongoing global personnel restructuring. The table below summarizes the amounts included in impairment and restructuring charges in the accompanying unaudited consolidated statements of operations: Three Months Ended Six Months Ended (amounts in thousands) July 1, June 25, July 1, June 25, Impairments $ — $ 290 $ — $ 895 Restructuring charges, net of fair value adjustment gains 554 1,829 1,756 4,205 Total impairment and restructuring charges $ 554 $ 2,119 $ 1,756 $ 5,100 Short-term restructuring accruals are recorded in accrued expenses and totaled $1.0 million and $1.5 million as of July 1, 2017 and December 31, 2016 , respectively. Long-term restructuring accruals are recorded in deferred credits and other liabilities and totaled $3.4 million and $3.6 million as of July 1, 2017 and December 31, 2016 , respectively. The following is a summary of the restructuring accruals recorded and charges incurred: (amounts in thousands) Beginning Accrual Balance Additions Charged to Expense Payments or Utilization Ending Accrual Balance July 1, 2017 Severance and sales restructuring costs $ 836 $ 993 $ (1,163 ) $ 666 Disposal of property and equipment — 113 (113 ) — Lease obligations and other 4,183 650 (1,105 ) 3,728 $ 5,019 $ 1,756 $ (2,381 ) $ 4,394 June 25, 2016 Severance and sales restructuring costs $ 5,424 $ 3,358 $ (4,994 ) $ 3,788 Disposal of property and equipment — (49 ) 49 — Lease obligations and other 3,083 896 (1,183 ) 2,796 $ 8,507 $ 4,205 $ (6,128 ) $ 6,584 |
Other Income (Expense)
Other Income (Expense) | 6 Months Ended |
Jul. 01, 2017 | |
Other Income and Expenses [Abstract] | |
Other Income (Expense) | Other Income (Expense) Three Months Ended Six Months Ended (amounts in thousands) July 1, June 25, July 1, June 25, Foreign currency losses $ (3,096 ) $ (1,621 ) $ (8,749 ) $ (4,891 ) Legal settlement income 14 1,545 31 1,460 (Loss) gain on sale of property and equipment (58 ) (337 ) (106 ) 3,216 Settlement of contract escrow — — 2,247 — Other items 375 918 1,213 1,444 $ (2,765 ) $ 505 $ (5,364 ) $ 1,229 |
Derivative Financial Instrument
Derivative Financial Instruments | 6 Months Ended |
Jul. 01, 2017 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivative Financial Instruments | Derivative Financial Instruments All derivatives are recorded as assets or liabilities in the unaudited consolidated balance sheets at their respective fair values. For derivatives that qualify for hedge accounting, changes in the fair value related to the effective portion of the hedge are recognized in earnings at the same time as either the change in fair value of the underlying hedged item or the effect of the hedged item’s exposure to the variability of cash flows. Changes in fair value related to the ineffective portion of the hedge are recognized immediately in earnings. Changes in the fair value of derivatives that do not qualify for hedge accounting, or fail to meet the criteria thereafter, are also recognized in the unaudited consolidated statements of operations. Foreign currency derivatives – We are exposed to the impact of foreign currency fluctuations in certain countries in which we operate. In most of these countries, the exposure to foreign currency movements is limited because the operating revenues and expenses of our business units are substantially denominated in the local currency. To the extent borrowings, sales, purchases or other transactions are not executed in the local currency of the operating unit, we are exposed to foreign currency risk. In order to mitigate the exposure, we enter into a variety of foreign currency derivative contracts, such as forward contracts, option collars and cross-currency swaps. We use foreign currency derivative contracts, with a total notional amount of $157.0 million , in order to manage the effect of exchange fluctuations on forecasted sales, purchases, acquisitions, inventory and capital expenditures and certain intercompany transactions that are denominated in foreign currencies. We use foreign currency derivative contracts, with a total notional amount of $71.6 million , to hedge the effects of translation gains and losses on intercompany loans and interest. We also use foreign currency derivative contracts, with a total notional amount of $180.4 million , to mitigate the impact to the consolidated earnings of the Company from the effect of the translation of certain subsidiaries’ local currency results into U.S. dollars. We do not use derivative financial instruments for trading or speculative purposes. Hedge accounting has not been elected for any foreign currency derivative contracts. We record mark-to-market changes in the values of these derivatives in other (expense) income. We recorded mark-to-market losses of $3.1 million and $11.7 million , in the three and six months ended July 1, 2017 , respectively and $1.5 million and $8.5 million in the corresponding periods ended June 25, 2016 . Interest rate swap derivatives – We are exposed to interest rate risk in connection with our variable rate long-term debt. During the fourth quarter of 2014, we entered into interest rate swap agreements to manage this risk. These interest rate swaps mature in September 2019 with half of the $488.3 million amortized aggregate notional amount having become effective in September 2015, and the other half having become effective in September 2016. On July 1, 2015 , we amended our $775.0 million Term Loan Facility, and we received an additional $480.0 million in long-term borrowings. In conjunction with the issuance of the Incremental Term Loan debt, we entered into additional interest rate swap agreements to manage our increased exposure to the interest rate risk associated with variable rate long-term debt. The additional interest rate swaps mature in September 2019 with half of the $426.0 million aggregate notional amount having become effective in June 2016 and the other half having become effective in December 2016. The interest rate swap agreements are designated as cash flow hedges and effectively change the LIBOR-based portion of the interest rate (or “base rate”) on a portion of the debt outstanding under our Term Loan Facility to the weighted average fixed rates per the time frames below: Period Notional (1) Weighted Average Rate (amounts in thousands) December 2015 - June 2016 $273,000 1.997% June 2016 - September 2016 $486,000 2.054% September 2016 - December 2016 $759,000 2.161% December 2016 - December 2017 $914,250 2.188% December 2017 - December 2018 $825,000 2.190% December 2018 - September 2019 $707,250 2.192% (1) Aggregate notional amounts in effect during the period shown. The cumulative pre-tax mark-to-market loss of $9.9 million relating to these interest rate contracts was recorded in consolidated other comprehensive income (loss) at July 1, 2017 as no portion was deemed ineffective. We recorded $2.4 million and $5.1 million of interest expense deriving from the interest rate swaps that were in effect during the three and six months ended July 1, 2017 , respectively, and $0.7 million and $1.3 million in the corresponding periods ended June 25, 2016 . The agreements with our counterparties contain a provision where we could be declared in default on our derivative obligations if we either default or, in certain cases, are capable of being declared in default on any of our indebtedness greater than specified thresholds. These agreements also contain a provision where we could be declared in default subsequent to a merger or restructuring type event if the creditworthiness of the resulting entity is materially weaker. The fair values of derivative instruments held as of July 1, 2017 and December 31, 2016 are as follows: Asset derivatives (amounts in thousands) Balance Sheet Location July 1, 2017 December 31, 2016 Derivatives not designated as hedging instruments: Foreign currency forward contracts Other current assets $ 1,359 $ 6,309 Liability derivatives Balance Sheet Location July 1, 2017 December 31, 2016 Derivatives designated as hedging instruments: Interest rate contracts Accrued expenses and other current liabilities $ 6,457 $ 9,050 Deferred credits and other liabilities $ 3,478 $ 3,878 Derivatives not designated as hedging instruments: Foreign currency forward contracts Accrued expenses and other current liabilities $ 7,477 $ 691 |
Fair Value Measurements
Fair Value Measurements | 6 Months Ended |
Jul. 01, 2017 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Fair Value Measurements We record financial assets and liabilities at fair value based on FASB guidance related to Fair Value Measurements. The guidance requires fair value to be determined based on the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants at the measurement date. A valuation hierarchy consisting of three levels was established based on observable and non-observable inputs. The three levels of inputs are: Level 1 – Quoted prices (unadjusted) in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date. Level 2 – Quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active; and model-driven valuations whose significant inputs are observable or whose significant value drivers are observable. Level 3 – Significant inputs to the valuation model that are unobservable. The recorded fair value of these instruments were as follows: July 1, 2017 (amounts in thousands) Level 1 Level 2 Level 3 Total Fair Value Cash equivalents $ — $ 113,720 $ — $ 113,720 Derivative assets, recorded in other current assets — 1,359 — 1,359 Derivative liabilities, recorded in accrued expenses — (17,412 ) — (17,412 ) Total $ — $ 97,667 $ — $ 97,667 December 31, 2016 (amounts in thousands) Level 1 Level 2 Level 3 Total Fair Value Cash equivalents $ — $ 6,059 $ — $ 6,059 Derivative assets, recorded in other current assets — 6,309 — 6,309 Derivative liabilities, recorded in accrued expenses — (13,619 ) — (13,619 ) Total $ — $ (1,251 ) $ — $ (1,251 ) Derivative assets and liabilities reported in level 2 include foreign currency contracts and interest rate swaps. The fair values of the foreign currency contracts were determined using counterparty quotes based on prevailing market data and derived from their internal, proprietary model-driven valuation techniques. The fair values of the interest rate swaps are based on models using observable inputs such as relevant published interest rates. There were no non-financial assets and liabilities that are measured at fair value on a non-recurring basis as of July 1, 2017 . The non-financial assets that are measured at fair value on a non-recurring basis as of December 31, 2016 are presented below. December 31, 2016 (amounts in thousands) Level 1 Level 2 Level 3 Fair Value Total Losses Closed operations $ — $ — $ 1,445 $ 1,445 $ 1,602 Total $ — $ — $ 1,445 $ 1,445 $ 1,602 The valuation methodologies for the level 3 items are based primarily on internal cash flow projections. Fair Value of Financial Instruments As part of our normal business activities we invest in financial assets and incur financial liabilities. Our recorded financial instruments consist primarily of cash and cash equivalents, restricted cash, accounts receivable, accounts payable, notes receivable, notes payable and fair value of derivative instruments. The fair values of these financial instruments approximate their recorded values as of July 1, 2017 and December 31, 2016 due to their short-term nature, variable interest rates and mark to market accounting for derivative contracts. The fair values of long-term receivables were evaluated using a discounted cash flow analysis and long-term debt is valued using market price quotes. The fair value of long-term receivables approximated carrying values at both July 1, 2017 and December 31, 2016 . Long-term debt indicated a fair value of $10.8 million and $22.0 million higher than the gross recorded value as of July 1, 2017 and December 31, 2016 , respectively. |
Fair Value of Financial Instrum
Fair Value of Financial Instruments | 6 Months Ended |
Jul. 01, 2017 | |
Fair Value Disclosures [Abstract] | |
Fair Value of Financial Instruments | Fair Value Measurements We record financial assets and liabilities at fair value based on FASB guidance related to Fair Value Measurements. The guidance requires fair value to be determined based on the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants at the measurement date. A valuation hierarchy consisting of three levels was established based on observable and non-observable inputs. The three levels of inputs are: Level 1 – Quoted prices (unadjusted) in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date. Level 2 – Quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active; and model-driven valuations whose significant inputs are observable or whose significant value drivers are observable. Level 3 – Significant inputs to the valuation model that are unobservable. The recorded fair value of these instruments were as follows: July 1, 2017 (amounts in thousands) Level 1 Level 2 Level 3 Total Fair Value Cash equivalents $ — $ 113,720 $ — $ 113,720 Derivative assets, recorded in other current assets — 1,359 — 1,359 Derivative liabilities, recorded in accrued expenses — (17,412 ) — (17,412 ) Total $ — $ 97,667 $ — $ 97,667 December 31, 2016 (amounts in thousands) Level 1 Level 2 Level 3 Total Fair Value Cash equivalents $ — $ 6,059 $ — $ 6,059 Derivative assets, recorded in other current assets — 6,309 — 6,309 Derivative liabilities, recorded in accrued expenses — (13,619 ) — (13,619 ) Total $ — $ (1,251 ) $ — $ (1,251 ) Derivative assets and liabilities reported in level 2 include foreign currency contracts and interest rate swaps. The fair values of the foreign currency contracts were determined using counterparty quotes based on prevailing market data and derived from their internal, proprietary model-driven valuation techniques. The fair values of the interest rate swaps are based on models using observable inputs such as relevant published interest rates. There were no non-financial assets and liabilities that are measured at fair value on a non-recurring basis as of July 1, 2017 . The non-financial assets that are measured at fair value on a non-recurring basis as of December 31, 2016 are presented below. December 31, 2016 (amounts in thousands) Level 1 Level 2 Level 3 Fair Value Total Losses Closed operations $ — $ — $ 1,445 $ 1,445 $ 1,602 Total $ — $ — $ 1,445 $ 1,445 $ 1,602 The valuation methodologies for the level 3 items are based primarily on internal cash flow projections. Fair Value of Financial Instruments As part of our normal business activities we invest in financial assets and incur financial liabilities. Our recorded financial instruments consist primarily of cash and cash equivalents, restricted cash, accounts receivable, accounts payable, notes receivable, notes payable and fair value of derivative instruments. The fair values of these financial instruments approximate their recorded values as of July 1, 2017 and December 31, 2016 due to their short-term nature, variable interest rates and mark to market accounting for derivative contracts. The fair values of long-term receivables were evaluated using a discounted cash flow analysis and long-term debt is valued using market price quotes. The fair value of long-term receivables approximated carrying values at both July 1, 2017 and December 31, 2016 . Long-term debt indicated a fair value of $10.8 million and $22.0 million higher than the gross recorded value as of July 1, 2017 and December 31, 2016 , respectively. |
Commitment and Contingencies
Commitment and Contingencies | 6 Months Ended |
Jul. 01, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Litigation – We are involved in various legal proceedings encountered in the normal course of business and accrue for loss amounts on legal matters when it is probable a liability has been incurred and the amount of liability can be reasonably estimated. Legal judgments and estimated settlements have been included in accrued expenses in the accompanying unaudited consolidated balance sheets. Other than as described below, as of July 1, 2017 , there are no current proceedings or litigation matters involving the Company or its property that we believe could have a material adverse impact on our business, financial condition, results of operations or cash flows. Steves and Sons, Inc. vs JELD-WEN – We sell molded door skins to certain customers pursuant to long-term contracts, and these customers in turn use the molded door skins to manufacture interior doors and compete directly against us in the marketplace. We have given notice of termination of one of these contracts and, on June 29, 2016 , the counterparty to the contract, Steves, filed a claim against JWI in the U.S. District Court for the Eastern District of Virginia, Richmond Division. The complaint alleges that our acquisition of CMI, together with subsequent price increases and termination of the contract, violated antitrust laws and constituted a breach of contract, breach of warranty, and tort. The complaint seeks injunctive relief, ordinary and treble damages, and declaratory relief. We believe Steves’ claims lack merit and intend to defend against this action vigorously. ESOP - The JELD-WEN ESOP Plan, Administrative Committee, and individual trustees were sued by three separate groups of former employees and members of the ESOP for alleged violations relating to the management and distribution of the ESOP funds. These matters were pled as class actions and none of the cases were certified. In January 2015 , we executed settlement agreements with applicable parties resulting in our recording $5.0 million in settlement expense in June 2015 . Pursuant to the agreements, we accrued a $15.7 million liability to the plaintiffs in other accrued expenses and a $10.7 million insurance receivable in accounts receivable. In June 2015 , we paid all settlement funds into an escrow account. On October 19, 2015 , the court provided final approval of the settlement in all respects. We received $10.7 million from insurance carriers on December 1, 2016. All settlement funds have now been credited to claimant’s respective accounts. Self-Insured Risk – We self-insure substantially all of our domestic business liability risks including general liability, product liability, warranty, personal injury, auto liability, workers’ compensation and employee medical benefits. Excess insurance policies from independent insurance companies generally cover exposures between $3.0 million and $250.0 million for domestic product liability risk and exposures between $0.5 million and $250.0 million for auto, general liability, personal injury and workers’ compensation. We have no stop gap coverage on claims covered by our self-insured domestic employee medical plan and are responsible for all claims thereunder. We estimate our provision for self-insured losses based upon an evaluation of current claim exposure and historical loss experience. Actual self-insurance losses may vary significantly from these estimates. At July 1, 2017 and December 31, 2016 , our accrued liability for self-insured risks was $72.6 million and $71.3 million , respectively. Indemnifications – At July 1, 2017 , we had commitments related to certain representations made on contracts for the purchase or sale of businesses or property. These representations primarily relate to past actions such as responsibility for transfer taxes if they should be claimed, and the adequacy of recorded liabilities, warranty matters, employment benefit plans, income tax matters or environmental exposures. These guarantees or indemnification responsibilities typically expire within one to three years. We are not aware of any material amounts claimed or expected to be claimed under these indemnities. From time to time and in limited geographic areas we have entered into agreements for the sale of our products to certain customers that provide additional indemnifications for liabilities arising from construction or product defects. We cannot estimate the potential magnitude of such exposures, but to the extent specific liabilities have been identified related to product sales, liabilities have been provided in the warranty accrual in the accompanying unaudited consolidated balance sheets. Performance Bonds and Letters of Credit – At times, we are required to provide letters of credit, surety bonds or guarantees to customers, vendors and others. Stand-by letters of credit are provided to certain customers and counterparties in the ordinary course of business as credit support for contractual performance guarantees, advanced payments received from customers and future funding commitments. The outstanding performance bonds and stand-by letters of credit were as follows: (amounts in thousands) July 1, December 31, Self-insurance workers’ compensation $ 21,072 $ 18,514 Liability and other insurance 14,932 15,884 Environmental 14,186 14,086 Other 13,951 14,070 $ 64,141 $ 62,554 Environmental Contingencies – We periodically incur environmental liabilities associated with remediating our current and former manufacturing sites as well as penalties for not complying with environmental rules and regulations. We record a liability for remediation costs when it is probable that we will be responsible for such costs and the costs can be reasonably estimated. These environmental liabilities are estimated based on current available facts and present laws and regulations. Accordingly, it is likely that adjustments to the estimated liabilities will be necessary as additional information becomes available. Short-term environmental liabilities and settlements are recorded in accrued expenses in the accompanying unaudited consolidated balance sheets and totaled $0.5 million at both July 1, 2017 and December 31, 2016 . Long-term environmental liabilities are recorded in deferred credits and other liabilities in the accompanying unaudited consolidated balance sheets and totaled $0.1 million and $0.0 million at July 1, 2017 and December 31, 2016 , respectively. Everett, Washington WADOE Action - In 2008 , we entered into an Agreed Order with the WADOE to assess historic environmental contamination at our former manufacturing site in Everett, Washington. As part of this order, we also agreed to develop a CAP identifying remediation options and the feasibility thereof. We are currently working with WADOE to finalize our assessment and draft CAP. We estimate the remaining cost to complete our assessment and develop the CAP at $0.5 million which we have fully accrued. We are working with insurance carriers who provided coverage to a previous owner and operator of the site, and at this time we cannot reasonably estimate the cost associated with any remedial action we would be required to undertake and have not provided for any remedial action in our accompanying unaudited consolidated financial statements. Should extensive remedial action ultimately be required, and if those costs are not found to be covered by insurance, the cost of remediation could have a material adverse effect on our results of operations and cash flows. Everett, Washington NRD Action - In November 2014 , we received a letter from the NRD, a federal agency, regarding a potential multi-party settlement of an impending damage claim related to historic environmental contamination on a site we sold in December 2013. In September 2015 we entered into a settlement agreement under which we will pay $1.2 million to settle the claim. Of the $1.2 million , the prior insurance carrier for the site has agreed to fund $1.0 million of the settlement. All amounts related to the settlement are fully accrued, and we do not expect to incur any further significant loss related to the settlement of this matter. Towanda, Pennsylvania Consent Order - In 2015, we entered into a COA with the Pennsylvania Department of Environmental Protection to remove a pile of wood fiber waste from our site in Towanda, Pennsylvania, which we acquired in connection with our acquisition of CMI in 2013, by using it as fuel for a boiler at that site. The COA replaced a 1995 Consent Decree between CMI’s predecessor Masonite, Inc. and PaDEP. Under the COA, we are required to achieve certain periodic removal objectives and ultimately remove the entire pile by August 31, 2022 . There is currently $10.7 million in bonds collateralized in connection with these obligations. If we are unable to remove this pile by August 31, 2022 , then the bonds will be forfeited and we may be subject to penalties by PaDEP. We currently anticipate meeting all applicable removal deadlines; however, if our operations at this site decrease and we burn less fuel than currently anticipated, then we may not be able to meet such deadlines. Service Agreements – In February 2015, we entered into a strategic servicing agreement with a third party vendor to identify and execute cost reduction opportunities. The agreement provided for a tiered fee structure directly tied to cost savings realized. This contract terminated pursuant to its own terms on December 31, 2015, and we have accrued and will continue to incur fees associated with this agreement based upon realized cost savings from opportunities identified during the agreement. Employee Stock Ownership Plan – We have historically provided cash to our U.S. ESOP plan in order to fund required distributions to participants through the repurchase of shares of our common stock. Following our February 2017 IPO, the value of a share of common stock held through the ESOP is now based on JELD-WEN’s public share price. We do not anticipate that JWH will fund future distributions. |
Employee Retirement and Pension
Employee Retirement and Pension Benefits | 6 Months Ended |
Jul. 01, 2017 | |
Compensation and Retirement Disclosure [Abstract] | |
Employee Retirement and Pension Benefits | Employee Retirement and Pension Benefits U.S. Defined Benefit Pension Plan Certain U.S. hourly employees participate in our defined benefit pension plan. The plan is not open to new employees. Beginning in 2017, the Company moved from utilizing a weighted average discount rate, which was derived from the yield curve used to measure the pension benefit obligation at the beginning of the period, to a spot yield rate curve to estimate the pension benefit obligation and net periodic benefits costs. The change in estimate provides a more accurate measurement of service and interest cost by applying the spot rate that could be used to settle each projected cash flow individually. This change in estimate did not have a material effect on net periodic benefit costs from the six months ended July 1, 2017. The components of net periodic benefit cost are summarized as follows: (amounts in thousands) Three Months Ended Six Months Ended Components of pension benefit expense - U.S. benefit plan July 1, June 25, July 1, June 25, Service cost $ 825 $ 800 $ 1,650 $ 1,600 Interest cost 3,350 4,100 6,700 8,200 Expected return on plan assets (4,525 ) (5,050 ) (9,050 ) (10,100 ) Amortization of net actuarial pension loss 3,000 3,075 6,000 6,150 Pension benefit expense $ 2,650 $ 2,925 $ 5,300 $ 5,850 There were no required contributions to our U.S. defined benefit pension plan, or “the Plan” during the three and six months ended July 1, 2017 and June 25, 2016 , and we did not make any voluntary contributions in either period. The Plan currently exceeds the Pension Protection Act of 2006 guidelines and expects to be in excess of the guidelines for the remainder of 2017. |
Supplemental Cash Flow Informat
Supplemental Cash Flow Information | 6 Months Ended |
Jul. 01, 2017 | |
Supplemental Cash Flow Elements [Abstract] | |
Supplemental Cash Flow Information | Supplemental Cash Flow Information (amounts in thousands) Six Months Ended July 1, June 25, Non-cash Investing Activities: Property, equipment and intangibles purchased in accounts payable $ 8,731 $ 2,730 Property and equipment purchased for debt 91 273 Customer accounts receivable converted to notes receivable 229 464 Non-cash Financing Activities: Prepaid insurance funded through short-term debt borrowings $ — $ 2,954 Costs associated with initial public offering formerly capitalized in prepaid expenses 5,857 — |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jul. 01, 2017 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events We have evaluated subsequent events from the balance sheet date through August 8, 2017 , and determined that there are no other items to disclose. |
Revision of Prior Period Financ
Revision of Prior Period Financial Statements | 6 Months Ended |
Jul. 01, 2017 | |
Accounting Changes and Error Corrections [Abstract] | |
Revision of Prior Period Financial Statements | Revision of Prior Period Financial Statements During the three months ended April 1, 2017, we identified errors related to the tax treatment of our share-based compensation expense and the inter-quarter allocation of a tax benefit associated with the release of a valuation allowance in a foreign jurisdiction that were reported for the year ended December 31, 2016. In evaluating whether our previously issued consolidated financial statements were materially misstated, we considered the guidance in ASC Topic 250, Accounting Changes and Error Corrections , ASC Topic 270, Interim Financial Reporting , ASC Topic 250-S99-1, Assessing Materiality , and ASC Topic 250-S99-2, Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements . Based upon our evaluation of both quantitative and qualitative factors, we concluded that the effects of these errors and the other accumulated misstatements were not material individually or in the aggregate to our previously reported quarterly or annual periods for the year ended December 31, 2016. In addition, we also corrected the timing of other previously recorded immaterial out-of-period adjustments. As such, we will correct the applicable prior periods as such financial information is included in future filings with the SEC. The prior period financial statements included in this filing have been revised to reflect the correction of these errors and the other accumulated misstatements. The effects of correcting the error and the other accumulated misstatements on our prior year’s financial statements have been summarized below. December 31, 2016 (amounts in thousands, except per share data) As Reported Adjustment As Revised Consolidated Balance Sheet: Accounts receivable $ 407,620 $ (450 ) $ 407,170 Total current assets 875,810 (450 ) 875,360 Deferred tax assets 268,965 14,911 283,876 Intangible assets, net 117,795 (1,205 ) 116,590 Other assets 63,020 527 63,547 Total assets 2,516,296 13,783 2,530,079 Accrued expenses and other current liabilities 173,521 (294 ) 173,227 Total current liabilities 513,126 (294 ) 512,832 Total liabilities 2,323,417 (294 ) 2,323,123 Retained earnings 202,562 14,077 216,639 Total shareholders’ equity 41,922 14,077 55,999 Total liabilities, convertible preferred shares, and shareholders’ equity 2,516,296 13,783 2,530,079 June 25, 2016 (amounts in thousands, except per share data) As Reported Adjustment As Revised Consolidated Balance Sheet: Accounts receivable $ 473,187 $ (274 ) $ 472,913 Total current assets 944,833 (274 ) 944,559 Deferred tax assets 55,007 (6,926 ) 48,081 Total assets 2,369,909 (7,200 ) 2,362,709 Accounts payable 210,798 373 211,171 Accrued expenses and other current liabilities 191,144 (551 ) 190,593 Total current liabilities 571,841 (178 ) 571,663 Total liabilities 2,025,339 (178 ) 2,025,161 APIC 98,464 540 99,004 Accumulated deficit (74,452 ) (7,562 ) (82,014 ) Total shareholders’ deficit (137,367 ) (7,022 ) (144,389 ) Total liabilities, convertible preferred shares, and shareholders’ equity 2,369,909 (7,200 ) 2,362,709 Three months ended June 25, 2016 (amounts in thousands, except per share data) As Reported Adjustment As Revised Consolidated Statement of Operations: Cost of sales $ 751,874 $ 583 $ 752,457 Gross margin 212,734 (583 ) 212,151 Selling, general and administrative 140,858 204 141,062 Operating income 69,757 (787 ) 68,970 Income before taxes, equity earnings and discontinued operations 52,095 (787 ) 51,308 Income tax benefit 22,197 (6,484 ) 15,713 Income from continuing operations, net of tax 74,292 (7,271 ) 67,021 Net income 74,161 (7,271 ) 66,890 Net income attributable to common shareholders 22,459 (7,271 ) 15,188 Weighted Average Common Shares * Basic 17,972,977 17,972,977 Diluted 82,947,084 82,947,084 Earnings per share from continuing operations: Basic $ 1.28 $ (0.40 ) $ 0.88 Diluted $ 0.91 $ (0.09 ) $ 0.82 Net earnings per share: Basic $ 1.25 $ (0.40 ) $ 0.85 Diluted $ 0.90 $ (0.09 ) $ 0.81 * Adjusted for 11 for 1 stock split Six months ended June 25, 2016 (amounts in thousands, except per share data) As Reported Adjustment As Revised Consolidated Statement of Operations: Cost of sales $ 1,390,298 $ 583 $ 1,390,881 Gross margin 370,857 (583 ) 370,274 Selling, general and administrative 272,450 604 273,054 Operating income 93,307 (1,187 ) 92,120 Income before taxes, equity earnings and discontinued operations 59,358 (1,187 ) 58,171 Income tax benefit 19,991 (6,375 ) 13,616 Income from continuing operations, net of tax 79,349 (7,562 ) 71,787 Net income 80,497 (7,562 ) 72,935 Net income (loss) attributable to common shareholders 2,389 (7,562 ) (5,173 ) Weighted Average Common Shares * Basic 17,956,433 17,956,433 Diluted 21,103,830 17,956,433 Earnings (loss) per share from continuing operations: Basic $ 0.14 $ (0.42 ) $ (0.28 ) Diluted $ 0.12 $ (0.40 ) $ (0.28 ) Net earnings (loss) per share: Basic $ 0.13 $ (0.42 ) $ (0.29 ) Diluted $ 0.12 $ (0.41 ) $ (0.29 ) * Adjusted for 11 for 1 stock split Consolidated Statement of Cash Flow The error did not impact the subtotals for cash flows from operating activities, investing activities or financing activities for any of the periods affected. Reconciliation of pre-tax net income (loss) to Note 11 - Segment Information, Adjusted EBITDA Three months ended June 25, 2016 (dollars in thousands) As Reported Adjustment As Revised Net income $ 74,161 $ (7,271 ) $ 66,890 Income tax (benefit) expense (22,197 ) 6,484 (15,713 ) Share-based compensation expense 5,392 140 5,532 Adjusted EBITDA 113,394 (647 ) 112,747 Six months ended June 25, 2016 (dollars in thousands) As Reported Adjustment As Revised Net income $ 80,497 $ (7,562 ) $ 72,935 Income tax (benefit) expense (19,991 ) 6,375 (13,616 ) Share-based compensation expense 10,077 540 10,617 Adjusted EBITDA 174,550 (647 ) 173,903 Segment Information: Adjusted EBITDA Three months ended June 25, 2016 (dollars in thousands) North America Europe Australasia Total Operating Segments Corporate and Unallocated Costs Total Consolidated As Reported $ 75,786 $ 34,290 $ 14,239 $ 124,315 $ (10,921 ) $ 113,394 Adjustment — — — — (647 ) (647 ) As Revised $ 75,786 $ 34,290 $ 14,239 $ 124,315 $ (11,568 ) $ 112,747 Six months ended June 25, 2016 (dollars in thousands) North America Europe Australasia Total Operating Segments Corporate and Unallocated Costs Total Consolidated As Reported $ 107,485 $ 58,986 $ 23,158 $ 189,629 $ (15,079 ) $ 174,550 Adjustment — — — — (647 ) (647 ) As Revised $ 107,485 $ 58,986 $ 23,158 $ 189,629 $ (15,726 ) $ 173,903 |
Summary of Significant Accoun34
Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jul. 01, 2017 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation – The consolidated balance sheet as of December 31, 2016 was derived from our audited consolidated financial statements, which have been revised to reflect the correction of certain errors and other accumulated misstatements as described in Note 25 - Revision of Prior Period Financial Statements , but does not include all disclosures required by GAAP. The consolidated balance sheet as of December 31, 2016 and the unaudited consolidated financial statements included herein should be read in conjunction with the more detailed audited consolidated financial statements for the year ended December 31, 2016 filed as part of our Form 10-K. Accounting policies used in the preparation of these unaudited consolidated financial statements are consistent with the accounting policies described in the Notes to Consolidated Financial Statements for the year ended December 31, 2016 except for those adopted during fiscal year 2017. All U.S. dollar and other currency amounts, except per share amounts, are presented in thousands unless otherwise noted. Consolidated Statements of Cash Flows – Cash flows from continuing and discontinued operations are not separated in the consolidated statements of cash flows. Cash balances associated within our discontinued operations are reflected in our consolidated balance sheet as cash and cash equivalents. See Note 3- Discontinued Operations and Divestitures . |
Fiscal Year | Fiscal Year – We operate on a fiscal calendar year, and each interim period is comprised of two 4 -week periods and one 5 -week period, with each week ending on a Saturday. Our fiscal year always begins on January 1 and ends on December 31. As a result, our first and fourth quarters may have more or fewer days included than a traditional 91 -day fiscal quarter. |
Use of Estimates | Use of Estimates – The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect amounts reported in the unaudited consolidated financial statements and related notes. Significant items that are subject to such estimates and assumptions include, but are not limited to, long-lived assets including goodwill and other intangible assets, employee benefit obligations, income tax uncertainties, contingent assets and liabilities, provisions for bad debt, inventory, warranty liabilities, legal claims, valuation of derivatives, environmental remediation and claims relating to self-insurance. Actual results could differ due to the uncertainty inherent in the nature of these estimates. |
Recently Issued and Adopted Accounting Standards and Recently Issued Accounting Standards | Recently Adopted Accounting Standards – In March 2016, the FASB issued ASU No. 2016-09, Stock Compensation , which is intended to simplify several aspects of the accounting for share-based payment awards to employees. The new guidance requires companies to recognize the income tax effects of awards that vest or are settled as income tax expense or benefit in the income statement as opposed to additional paid-in capital, and gross excess tax benefits are classified as operating cash flows rather than financing cash flows. Additionally, the guidance allows companies to make a policy election to account for forfeitures either upon occurrence or by estimating forfeitures. We have elected to continue estimating forfeitures expected to occur in order to determine the amount of compensation cost to be recognized each period. We adopted this ASU on a modified retrospective basis in the quarter ended April 1, 2017 and adoption of this standard did not materially impact results of operations, retained earnings, or cash flows. In July 2015, the FASB issued ASU No. 2015-11, Simplifying the Measurement of Inventory . This ASU requires that inventory within the scope of this guidance be measured at the lower of cost and net realizable value. We adopted this ASU in the quarter ended April 1, 2017 and adoption of this standard did not materially impact results of operations, retained earnings, or cash flows. Recent Accounting Standards not Yet Adopted – In May 2017, the FASB issued ASU No. 2017-09, Compensation - Stock Compensation (Topic 718): Scope of Modification Accounting . The ASU provides guidance about which changes to the terms or conditions of a share-based payment award require an entity to apply modification accounting in Topic 718. The guidance is effective for annual periods beginning after December 15, 2017 and interim periods within those years and is to be applied prospectively to an award modified on or after the adoption date. Early adoption is permitted. The adoption of this guidance is not expected to have a material impact on our consolidated financial statements. In March 2017, the FASB issued ASU No. 2017-07, Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost, that changes how employers that sponsor defined benefit pension or other postretirement benefit plans present the net periodic benefit cost in the income statement. This new guidance requires entities to report the service cost component in the same line item or items as other compensation costs. The other components of net benefit cost are required to be presented in the income statement separately from the service cost component outside of income from operations. The guidance will be effective for annual reporting periods beginning after December 15, 2017, and interim periods within those annual reporting periods and will be applied retrospectively. Early adoption is permitted in certain circumstances. The adoption of this guidance will impact our operating income but will have no material impact on our net income, earnings per share, consolidated balance sheets or statements of cash flows. In January 2017, the FASB issued ASU No. 2017-04, Intangibles—Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment . To simplify the measurement of goodwill impairments, this ASU eliminates Step 2 from the goodwill impairment test, which required the calculation of the implied fair value of goodwill. Instead, under the amendments in this ASU, an entity should perform its annual, or interim, goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount. The guidance will be effective for annual or any interim goodwill impairment tests in fiscal years beginning after December 15, 2019. Early adoption is permitted for interim or annual goodwill impairment tests performed on testing dates after January 1, 2017. The adoption of this guidance is not expected to have a material impact on our consolidated financial statements. In January 2017, the FASB issued ASU No. 2017-01, Business Combinations (Topic 805) : Clarifying the Definition of a Business . The amendments in this ASU provide new guidance to determine when a set of transferred assets and activities is a business. The guidance requires an entity to evaluate if substantially all of the fair value of the gross assets acquired is concentrated in an identifiable asset or group of similar identifiable assets. If this threshold is met, the set of transferred assets is not a business. If the threshold is not met, the entity then must evaluate whether the set includes, at a minimum, an input and a substantive process that together significantly contribute to the ability to create outputs. This ASU removes the evaluation of whether a market participant could replace missing elements. The amendments also narrow the definition of the term output so that the term is consistent with how outputs are described in Topic 606. The guidance will be effective for annual reporting periods beginning after December 15, 2017, and interim periods within those annual reporting periods. Early adoption is permitted in certain circumstances. The amendments should be applied prospectively on or after the effective date. We are currently evaluating the potential impact on our consolidated financial statements and disclosures. In November 2016, the FASB issued ASU No. 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash (a consensus of the FASB Emerging Issues Task Force). This standard requires that a statement of cash flows explain the change during the period in the total of cash, cash equivalents, and amounts generally described as restricted cash or restricted cash equivalents. Amounts generally described as restricted cash and restricted cash equivalents should be included with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts shown on the statement of cash flows. The guidance will be effective for annual reporting periods beginning after December 15, 2017, and interim periods within those annual reporting periods. Early adoption is permitted, including adoption in an interim period. The amendments should be applied using a retrospective transition method to each period presented. We are currently evaluating the potential impact on our consolidated financial statements and disclosures. In October 2016 , the FASB issued ASU No. 2016-16, Income Taxes (Topic 740): Intra-Entity Transfers of Assets Other Than Inventory. The standard requires an entity to recognize the income tax consequences of an intra-entity transfer of an asset other than inventory when the transfer occurs. The amendments in this update eliminate the exception for an intra-entity transfer of an asset other than inventory. The amendments do not include new disclosure requirements; however, existing disclosure requirements might be applicable when accounting for the current and deferred income taxes for an intra-entity transfer of an asset other than inventory. The guidance will be effective for annual reporting periods beginning after December 15, 2017 , including interim reporting periods within those annual reporting periods. Early adoption is permitted as of the beginning of an annual reporting period for which interim or annual financial statements have not been issued or made available for issuance. The amendments should be applied on a modified retrospective basis through a cumulative-effect adjustment directly to retained earnings as of the beginning of the period of adoption. We are currently evaluating the potential impact on our consolidated financial statements and disclosures. In August 2016 , the FASB issued ASU No. 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments . This ASU addresses how cash receipts and cash payments are presented and classified in the statement of cash flows with regard to debt prepayment and debt extinguishment costs, zero -coupon debt instruments, contingent consideration payments, insurance settlement proceeds, equity method investees distributions, beneficial interests in securitization transactions, and separately identifiable cash flows. The guidance will be effective for the fiscal year beginning after December 15, 2017 , including interim periods within those fiscal years, with early adoption permitted. We are currently evaluating the potential impact on our consolidated financial statements and disclosures. In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842) . The standard requires lessees to recognize the assets and liabilities arising from leases on the balance sheet and retains a distinction between finance leases and operating leases. The classification criteria for distinguishing between finance leases and operating leases are substantially similar to the classification criteria for distinguishing between capital leases and operating leases in the previous lease guidance. The accounting standard is effective for annual periods beginning after December 15, 2018, including interim periods within those fiscal years, with early adoption permitted. We are currently assessing the impact the adoption of this standard will have on our financial reporting and have not decided upon the method of adoption, but recognizing the lease liability and related right-of-use asset will significantly impact our balance sheet. In January 2016, the FASB issued ASU No. 2016-01, Financial Instruments (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities . This ASU enhances the reporting model for financial instruments to provide users of financial statements with more decision-useful information by requiring equity investments to be measured at fair value with changes in fair value recognized in net income. It simplifies the impairment assessment of equity investments without readily determinable fair values by requiring a qualitative assessment to identify impairment and eliminates the requirement to disclose the fair value of financial instruments measured at amortized cost for entities that are not public business entities. It also requires an entity to present separately in other comprehensive income the portion of the total change in the fair value of a liability resulting from a change in the instrument-specific credit risk when the entity has elected to measure the liability at fair value in accordance with the fair value option for financial instruments and requires separate presentation of financial assets and financial liabilities by measurement category and form of financial asset on the balance sheet or the accompanying notes to the consolidated financial statements. The accounting standard is effective for annual periods beginning after December 15, 2017 , including interim periods within those fiscal years, with early adoption permitted. We are currently evaluating the potential impact on our consolidated financial statements and disclosures. In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers . This ASU requires entities to recognize revenue in the way they expect to be entitled for the transfer of promised goods or services to customers. The ASU will replace most of the existing revenue recognition requirements in GAAP when it becomes effective. In March 2016, the FASB issued ASU No. 2016-08, Principal versus Agent Considerations (Reporting Revenue Gross versus Net) . The amendments in this ASU clarify the implementation guidance on principal versus agent considerations. In December 2016, the FASB issued ASU No. 2016-20, Technical Corrections and Improvements to Topic 606, Revenue from Contracts with Customers. The amendments in this ASU narrow certain aspects of the guidance issued in Update 2014-09. These standards are effective for fiscal years beginning after December 15, 2017 , including interim periods within those fiscal years, which requires us to adopt the standard in fiscal year 2018. Early application in fiscal year 2017 is permitted. The updates permit the use of either the retrospective or cumulative effect transition method. We are assessing the impact, if any, the adoption of this standard will have on our consolidated financial statements and we have not decided upon the method of adoption. With the exception of the new standards discussed above, there have been no other recent accounting pronouncements or changes in accounting pronouncements during the three months ended July 1, 2017 that are of significance or potential significance to us. |
Discontinued Operations and D35
Discontinued Operations and Divestitures (Tables) | 6 Months Ended |
Jul. 01, 2017 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Discontinued Operations Results of Operations | The results of discontinued operations including the gains on sale of discontinued operations are summarized as follows: Three Months Ended Six Months Ended (amounts in thousands) July 1, June 25, July 1, June 25, Net revenues $ — $ 1,487 $ — $ 5,120 Loss before tax and non-controlling interest — (903 ) — (104 ) Loss from discontinued operations, net of tax — (618 ) — (104 ) |
Inventories (Tables)
Inventories (Tables) | 6 Months Ended |
Jul. 01, 2017 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventory, Current | (amounts in thousands) July 1, December 31, 2016 Raw materials $ 245,439 $ 233,730 Work in process 36,301 30,202 Finished goods 93,797 70,702 Inventories $ 375,537 $ 334,634 |
Property and Equipment, Net (Ta
Property and Equipment, Net (Tables) | 6 Months Ended |
Jul. 01, 2017 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment | (amounts in thousands) July 1, December 31, 2016 Property and equipment $ 1,775,827 $ 1,712,682 Accumulated depreciation (1,067,251 ) (1,008,031 ) Property and equipment, net $ 708,576 $ 704,651 Depreciation expense was recorded as follows: Three Months Ended Six Months Ended (amounts in thousands) July 1, June 25, July 1, June 25, Cost of sales $ 19,076 $ 19,368 $ 37,971 $ 37,961 Selling, general and administrative 1,844 1,806 3,934 3,724 $ 20,920 $ 21,174 $ 41,905 $ 41,685 |
Goodwill (Tables)
Goodwill (Tables) | 6 Months Ended |
Jul. 01, 2017 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Goodwill | The following table summarizes the changes in goodwill by reportable segment: (amounts in thousands) North America Europe Australasia Total Reportable Segments Balance as of January 1 $ 187,376 $ 229,112 $ 69,567 $ 486,055 Acquisitions — 8,569 — 8,569 Currency translation 225 19,733 4,330 24,288 Balance at end of period $ 187,601 $ 257,414 $ 73,897 $ 518,912 |
Warranty Liability (Tables)
Warranty Liability (Tables) | 6 Months Ended |
Jul. 01, 2017 | |
Product Warranties Disclosures [Abstract] | |
Schedule of Product Warranty Liability | An analysis of our warranty liability is as follows: (amounts in thousands) July 1, June 25, Balance as of January 1 $ 45,398 $ 44,891 Current period expense 11,928 11,014 Liabilities assumed due to acquisition — 16 Experience adjustments 674 (1,271 ) Payments (11,834 ) (7,535 ) Currency translation 529 530 Balance at end of period 46,695 47,645 Current portion (19,630 ) (16,962 ) Long-term portion $ 27,065 $ 30,683 |
Notes Payable and Long-Term D40
Notes Payable and Long-Term Debt (Tables) | 6 Months Ended |
Jul. 01, 2017 | |
Debt Disclosure [Abstract] | |
Schedule of Long-term Debt Instruments | As of July 1, 2017 and December 31, 2016 , notes payable consisted of the following and are included in notes payable and current maturities of long-term debt in the accompanying unaudited consolidated balance sheets: (amounts in thousands) July 1, 2017 Interest Rate July 1, December 31, 2016 Variable rate industrial revenue bonds 1.10% - 1.25% $ 105 $ 205 As of July 1, 2017 and December 31, 2016 , our long-term debt, net of original issue discount and unamortized debt issuance costs, consisted of the following: (amounts in thousands) July 1, 2017 Effective Interest Rate July 1, December 31, 2016 Revolving credit facility 2.50% $ 835 $ 742 Term loan, net of original discount of $6,526 and $8,086, respectively 4.30% 1,223,929 1,603,551 Mortgage notes 1.15% 31,977 29,505 Installment notes 2.90% - 6.38% 4,144 5,880 Installment notes for stock 3.00% - 3.75% 2,078 3,260 Unamortized debt issuance costs (17,236 ) (23,108 ) 1,245,727 1,619,830 Current maturities of long-term debt (14,490 ) (19,826 ) Long-term debt $ 1,231,237 $ 1,600,004 |
Segment Information (Tables)
Segment Information (Tables) | 6 Months Ended |
Jul. 01, 2017 | |
Segment Reporting [Abstract] | |
Schedule of Segment Reportable Segments, by Segment | The following tables set forth certain information relating to our segments’ operations. We revised total net revenues and elimination of intersegment net revenues for our North America and Australasia segments to eliminate an inconsistency in the presentation of intersegment net revenues to properly reflect only sales between segments for all of our segments. There are no changes to net revenues from external customers by segment or in total. These corrections were not material to the prior periods presented. (amounts in thousands) North America Europe Australasia Total Operating Segments Corporate and Unallocated Costs Total Consolidated Three Months Ended July 1, 2017 Total net revenues $ 552,246 $ 259,426 $ 140,693 $ 952,365 $ — $ 952,365 Elimination of intersegment net revenues (561 ) (537 ) (2,531 ) (3,629 ) — (3,629 ) Net revenues from external customers $ 551,685 $ 258,889 $ 138,162 $ 948,736 $ — $ 948,736 Impairment and restructuring charges 99 451 — 550 4 554 Adjusted EBITDA 79,830 37,065 17,335 134,230 (8,903 ) 125,327 Three Months Ended June 25, 2016 Total net revenues $ 568,056 $ 267,231 $ 132,458 $ 967,745 $ — $ 967,745 Elimination of intersegment net revenues (621 ) (456 ) (2,060 ) (3,137 ) — (3,137 ) Net revenues from external customers $ 567,435 $ 266,775 $ 130,398 $ 964,608 $ — $ 964,608 Impairment and restructuring charges 673 1,114 86 1,873 246 2,119 Adjusted EBITDA 75,786 34,290 14,239 124,315 (11,568 ) 112,747 (amounts in thousands) North America Europe Australasia Total Operating Segments Corporate and Unallocated Costs Total Consolidated Six Months Ended July 1, 2017 Total net revenues $ 1,036,810 $ 502,094 $ 265,035 $ 1,803,939 $ — $ 1,803,939 Elimination of intersegment net revenues (1,028 ) (883 ) (5,505 ) (7,416 ) — (7,416 ) Net revenues from external customers $ 1,035,782 $ 501,211 $ 259,530 $ 1,796,523 $ — $ 1,796,523 Impairment and restructuring charges 335 1,324 — 1,659 97 1,756 Adjusted EBITDA 130,008 64,270 30,584 224,862 (18,573 ) 206,289 Six Months Ended June 25, 2016 Total net revenues $ 1,028,822 $ 504,628 $ 232,015 $ 1,765,465 $ — $ 1,765,465 Elimination of intersegment net revenues (1,162 ) 696 (3,844 ) (4,310 ) — (4,310 ) Net revenues from external customers $ 1,027,660 $ 505,324 $ 228,171 $ 1,761,155 $ — $ 1,761,155 Impairment and restructuring charges 2,550 1,881 169 4,600 500 5,100 Adjusted EBITDA 107,485 58,986 23,158 189,629 (15,726 ) 173,903 |
Reconciliation of Net Income to Adjusted EBITDA | Reconciliations of net income to Adjusted EBITDA are as follows: Three Months Ended Six Months Ended (amounts in thousands) July 1, June 25, July 1, June 25, Net income $ 46,778 $ 66,890 $ 53,206 $ 72,935 Earnings from discontinued operations, net of tax — 618 — 104 Equity earnings of non-consolidated entities (1,073 ) (487 ) (1,554 ) (1,252 ) Income tax expense (benefit) 17,703 (15,713 ) 19,955 (13,616 ) Depreciation and intangible amortization 25,990 26,357 53,052 52,049 Interest expense, net (a) 17,547 18,167 44,439 35,178 Impairment and restructuring charges (b) 577 5,278 1,757 8,178 (Gain) loss on sale of property and equipment (34 ) 301 (77 ) (3,343 ) Stock-based compensation expense 5,339 5,532 10,783 10,617 Non-cash foreign exchange transaction/translation loss 2,754 1,784 7,114 6,767 Other non-cash items (c) (16 ) 2,602 (15 ) 3,027 Other items (d) 9,754 1,419 17,341 3,249 Costs relating to debt restructuring and debt refinancing (e) 8 (1 ) 288 10 Adjusted EBITDA $ 125,327 $ 112,747 $ 206,289 $ 173,903 (a) Interest expense for the six months ended July 1, 2017 includes $7,002 related to the write-off of a portion of the unamortized debt issuance costs and original issue discount associated with the Term Loan Facility. (b) Impairment and restructuring charges above include charges relating to inventory and/or manufacturing of our products that are included in cost of sales in the accompanying unaudited consolidated statements of operations. See Note 16- Impairment and Restructuring Charges of Continuing Operations included elsewhere in this Form 10-Q. (c) Other non-cash items include; (i) in the three months ended June 25, 2016 , (1) $2,550 out-of-period charge for European warranty liability adjustment; and (ii) in the six months ended June 25, 2016 , (1) $2,550 out-of-period charge for European warranty liability adjustment, and (2) charges of $357 for Trend PPA inventory valuation adjustment. (d) Other items not core to business activity include: (i) in the three months ended July 1, 2017 , (1) $7,766 in legal costs, (2) $1,026 in secondary offering costs and (3) $665 in legal entity consolidation costs; (ii) in the three months ended June 25, 2016 , (1) $351 professional fees related to the IPO process, (2) $251 related to a legal settlement accrual for CMI, (3) $216 of non-recurring audit fees, and (4) $165 in acquisition costs; (iii) in the six months ended July 1, 2017 , (1) $15,762 in legal costs, (2) $(2,247) gain on settlement of contract escrow, (3) $1,026 secondary offering costs, (4) $811 in legal entity consolidation costs, (5) $643 in facility shut down costs, and (6) $348 in IPO costs; and (iv) in the six months ended June 25, 2016 , (1) $1,033 in acquisition costs, (2) $351 of professional fees related to IPO process, (3) $330 in Dooria plant closure costs, (4) $251 related to a legal settlement accrual for CMI, (5) $237 of tax consulting costs in Europe, and (6) $216 of non-recurring audit fees. (e) Includes non-recurring fees and expenses related to professional advisors retained in connection with the refinancing of our debt obligations. |
Capital Stock (Tables)
Capital Stock (Tables) | 6 Months Ended |
Jul. 01, 2017 | |
Equity [Abstract] | |
Schedule of Stockholders Equity | Common stock includes the basis of shares outstanding plus amounts recorded as additional paid-in capital. A summary of activity for common and Class B-1 Common Stock outstanding for the six months ended July 1, 2017 is as follows: Common B-1 Common Beginning shares outstanding 17,894,393 177,221 Shares issued 22,508,739 — Shares converted 64,520,576 (177,221 ) Ending shares outstanding 104,923,708 — |
Earnings (Loss) Per Share (Tabl
Earnings (Loss) Per Share (Tables) | 6 Months Ended |
Jul. 01, 2017 | |
Earnings Per Share [Abstract] | |
Schedule of Basic and Diluted Earnings Per Share | The basic and diluted income (loss) per share calculations for the three and six months ended July 1, 2017 and June 25, 2016 are presented below (in thousands, except share and per share amounts). Three Months Ended Six Months Ended July 1, June 25, July 1, June 25, Earnings (loss) per share basic: Income from continuing operations $ 45,705 $ 67,021 $ 51,652 $ 71,787 Equity earnings of non-consolidated entities 1,073 487 1,554 1,252 Income from continuing operations and equity earnings of 46,778 67,508 53,206 73,039 Undeclared Series A Convertible Preferred Stock dividends — (28,001 ) (10,462 ) (54,407 ) Deemed Dividend on Series A Convertible Preferred Stock from Settlement Agreement — (23,701 ) — (23,701 ) Income (loss) attributable to common shareholders from continuing operations 46,778 15,806 42,744 (5,069 ) Loss from discontinued operations, net of tax — (618 ) — (104 ) Net income (loss) attributable to common shareholders - basic $ 46,778 $ 15,188 $ 42,744 $ (5,173 ) Weighted average outstanding shares of common stock basic 104,794,294 17,972,977 89,544,882 17,956,433 Basic income (loss) per share Income (loss) from continuing operations $ 0.45 $ 0.88 $ 0.48 $ (0.28 ) Loss from discontinued operations $ — $ (0.03 ) $ — $ (0.01 ) Net income (loss) per share $ 0.45 $ 0.85 $ 0.48 $ (0.29 ) Three Months Ended Six Months Ended July 1, June 25, July 1, June 25, Earnings (loss) per share diluted: Net income (loss) attributable to common shareholders - basic $ 46,778 $ 15,188 $ 42,744 $ (5,173 ) Undeclared Series A Convertible Preferred Stock dividends — 28,001 — — Deemed Dividend on Series A Convertible Preferred Stock from Settlement Agreement — 23,701 — — Net income (loss) attributable to common shareholders - diluted $ 46,778 $ 66,890 $ 42,744 $ (5,173 ) Weighted average outstanding shares of common stock basic 104,794,294 17,972,977 89,544,882 17,956,433 Dilutive convertible preferred stock — 61,565,878 — — Restricted stock units and options to purchase common stock 4,291,835 3,408,229 4,188,768 — Weighted average outstanding shares of common stock diluted 109,086,129 82,947,084 93,733,650 17,956,433 Dilutive income (loss) per share Income (loss) from continuing operations $ 0.43 $ 0.82 $ 0.46 $ (0.28 ) Loss from discontinued operations $ — $ (0.01 ) $ — $ (0.01 ) Net income (loss) per share $ 0.43 $ 0.81 $ 0.46 $ (0.29 ) |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share | The following table provides the securities that could potentially dilute basic earnings per share in the future, but were not included in the computation of diluted earnings per share because to do so would have been anti-dilutive: Three Months Ended Six Months Ended July 1, June 25, July 1, June 25, Series A Convertible Preferred Stock — — — 43,719,775 Common Stock options 623,570 1,048,135 636,099 5,432,174 Restricted stock units — — — 405,933 |
Stock Compensation (Tables)
Stock Compensation (Tables) | 6 Months Ended |
Jul. 01, 2017 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Disclosure of Share-based Compensation Arrangements by Share-based Payment Award | Three Months Ended July 1, 2017 June 25, 2016 Shares Weighted Average Exercise Price Per Share Shares Weighted Average Exercise Price Per Share Options granted 13,422 $ 32.79 151,800 $ 42.55 Options canceled 63,861 16.29 97,207 15.50 Options exercised 320,190 13.20 26,312 18.87 Shares Weighted Average Grant Date Fair Value Shares Weighted Average Grant Date Fair Value RSUs granted - employee 6,659 $ 31.95 16,500 $ 30.60 Six Months Ended July 1, 2017 June 25, 2016 Shares Weighted Average Exercise Price Per Share Shares Weighted Average Exercise Price Per Share Options granted 492,597 $ 27.73 367,400 $ 37.13 Options canceled 141,153 14.58 200,376 16.07 Options exercised 375,568 13.07 41,646 19.32 Shares Weighted Average Grant Date Fair Value Shares Weighted Average Grant Date Fair Value RSUs granted - non-employee directors 21,198 $ 31.13 — $ — RSUs granted - employee 146,102 27.79 27,500 28.14 |
Impairment and Restructuring 45
Impairment and Restructuring Charges (Tables) | 6 Months Ended |
Jul. 01, 2017 | |
Restructuring and Related Activities [Abstract] | |
Restructuring and Related Costs | The table below summarizes the amounts included in impairment and restructuring charges in the accompanying unaudited consolidated statements of operations: Three Months Ended Six Months Ended (amounts in thousands) July 1, June 25, July 1, June 25, Impairments $ — $ 290 $ — $ 895 Restructuring charges, net of fair value adjustment gains 554 1,829 1,756 4,205 Total impairment and restructuring charges $ 554 $ 2,119 $ 1,756 $ 5,100 |
Schedule of Restructuring Reserve by Type of Cost | The following is a summary of the restructuring accruals recorded and charges incurred: (amounts in thousands) Beginning Accrual Balance Additions Charged to Expense Payments or Utilization Ending Accrual Balance July 1, 2017 Severance and sales restructuring costs $ 836 $ 993 $ (1,163 ) $ 666 Disposal of property and equipment — 113 (113 ) — Lease obligations and other 4,183 650 (1,105 ) 3,728 $ 5,019 $ 1,756 $ (2,381 ) $ 4,394 June 25, 2016 Severance and sales restructuring costs $ 5,424 $ 3,358 $ (4,994 ) $ 3,788 Disposal of property and equipment — (49 ) 49 — Lease obligations and other 3,083 896 (1,183 ) 2,796 $ 8,507 $ 4,205 $ (6,128 ) $ 6,584 |
Other Income (Expense) (Tables)
Other Income (Expense) (Tables) | 6 Months Ended |
Jul. 01, 2017 | |
Other Income and Expenses [Abstract] | |
Schedule of Other Income (Expense) | Three Months Ended Six Months Ended (amounts in thousands) July 1, June 25, July 1, June 25, Foreign currency losses $ (3,096 ) $ (1,621 ) $ (8,749 ) $ (4,891 ) Legal settlement income 14 1,545 31 1,460 (Loss) gain on sale of property and equipment (58 ) (337 ) (106 ) 3,216 Settlement of contract escrow — — 2,247 — Other items 375 918 1,213 1,444 $ (2,765 ) $ 505 $ (5,364 ) $ 1,229 |
Derivative Financial Instrume47
Derivative Financial Instruments (Tables) | 6 Months Ended |
Jul. 01, 2017 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of Notional Amounts of Outstanding Derivative Positions | The interest rate swap agreements are designated as cash flow hedges and effectively change the LIBOR-based portion of the interest rate (or “base rate”) on a portion of the debt outstanding under our Term Loan Facility to the weighted average fixed rates per the time frames below: Period Notional (1) Weighted Average Rate (amounts in thousands) December 2015 - June 2016 $273,000 1.997% June 2016 - September 2016 $486,000 2.054% September 2016 - December 2016 $759,000 2.161% December 2016 - December 2017 $914,250 2.188% December 2017 - December 2018 $825,000 2.190% December 2018 - September 2019 $707,250 2.192% (1) Aggregate notional amounts in effect during the period shown. |
Schedule of Derivative Instruments in Statement of Financial Position, Fair Value | The fair values of derivative instruments held as of July 1, 2017 and December 31, 2016 are as follows: Asset derivatives (amounts in thousands) Balance Sheet Location July 1, 2017 December 31, 2016 Derivatives not designated as hedging instruments: Foreign currency forward contracts Other current assets $ 1,359 $ 6,309 Liability derivatives Balance Sheet Location July 1, 2017 December 31, 2016 Derivatives designated as hedging instruments: Interest rate contracts Accrued expenses and other current liabilities $ 6,457 $ 9,050 Deferred credits and other liabilities $ 3,478 $ 3,878 Derivatives not designated as hedging instruments: Foreign currency forward contracts Accrued expenses and other current liabilities $ 7,477 $ 691 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 6 Months Ended |
Jul. 01, 2017 | |
Fair Value Disclosures [Abstract] | |
Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis | The recorded fair value of these instruments were as follows: July 1, 2017 (amounts in thousands) Level 1 Level 2 Level 3 Total Fair Value Cash equivalents $ — $ 113,720 $ — $ 113,720 Derivative assets, recorded in other current assets — 1,359 — 1,359 Derivative liabilities, recorded in accrued expenses — (17,412 ) — (17,412 ) Total $ — $ 97,667 $ — $ 97,667 December 31, 2016 (amounts in thousands) Level 1 Level 2 Level 3 Total Fair Value Cash equivalents $ — $ 6,059 $ — $ 6,059 Derivative assets, recorded in other current assets — 6,309 — 6,309 Derivative liabilities, recorded in accrued expenses — (13,619 ) — (13,619 ) Total $ — $ (1,251 ) $ — $ (1,251 ) |
Fair Value Measurements, Nonrecurring | The non-financial assets that are measured at fair value on a non-recurring basis as of December 31, 2016 are presented below. December 31, 2016 (amounts in thousands) Level 1 Level 2 Level 3 Fair Value Total Losses Closed operations $ — $ — $ 1,445 $ 1,445 $ 1,602 Total $ — $ — $ 1,445 $ 1,445 $ 1,602 |
Commitment and Contingencies (T
Commitment and Contingencies (Tables) | 6 Months Ended |
Jul. 01, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Line of Credit Facilities | The outstanding performance bonds and stand-by letters of credit were as follows: (amounts in thousands) July 1, December 31, Self-insurance workers’ compensation $ 21,072 $ 18,514 Liability and other insurance 14,932 15,884 Environmental 14,186 14,086 Other 13,951 14,070 $ 64,141 $ 62,554 |
Employee Retirement and Pensi50
Employee Retirement and Pension Benefits (Tables) | 6 Months Ended |
Jul. 01, 2017 | |
Compensation and Retirement Disclosure [Abstract] | |
Schedule of Defined Benefit Plans Disclosures | The components of net periodic benefit cost are summarized as follows: (amounts in thousands) Three Months Ended Six Months Ended Components of pension benefit expense - U.S. benefit plan July 1, June 25, July 1, June 25, Service cost $ 825 $ 800 $ 1,650 $ 1,600 Interest cost 3,350 4,100 6,700 8,200 Expected return on plan assets (4,525 ) (5,050 ) (9,050 ) (10,100 ) Amortization of net actuarial pension loss 3,000 3,075 6,000 6,150 Pension benefit expense $ 2,650 $ 2,925 $ 5,300 $ 5,850 |
Supplemental Cash Flow Inform51
Supplemental Cash Flow Information (Tables) | 6 Months Ended |
Jul. 01, 2017 | |
Supplemental Cash Flow Elements [Abstract] | |
Schedule of Cash Flow, Supplemental Disclosures | (amounts in thousands) Six Months Ended July 1, June 25, Non-cash Investing Activities: Property, equipment and intangibles purchased in accounts payable $ 8,731 $ 2,730 Property and equipment purchased for debt 91 273 Customer accounts receivable converted to notes receivable 229 464 Non-cash Financing Activities: Prepaid insurance funded through short-term debt borrowings $ — $ 2,954 Costs associated with initial public offering formerly capitalized in prepaid expenses 5,857 — |
Revision of Prior Period Fina52
Revision of Prior Period Financial Statements (Tables) | 6 Months Ended |
Jul. 01, 2017 | |
Accounting Changes and Error Corrections [Abstract] | |
Schedule of Error Corrections and Prior Period Adjustments | Reconciliation of pre-tax net income (loss) to Note 11 - Segment Information, Adjusted EBITDA Three months ended June 25, 2016 (dollars in thousands) As Reported Adjustment As Revised Net income $ 74,161 $ (7,271 ) $ 66,890 Income tax (benefit) expense (22,197 ) 6,484 (15,713 ) Share-based compensation expense 5,392 140 5,532 Adjusted EBITDA 113,394 (647 ) 112,747 Six months ended June 25, 2016 (dollars in thousands) As Reported Adjustment As Revised Net income $ 80,497 $ (7,562 ) $ 72,935 Income tax (benefit) expense (19,991 ) 6,375 (13,616 ) Share-based compensation expense 10,077 540 10,617 Adjusted EBITDA 174,550 (647 ) 173,903 Segment Information: Adjusted EBITDA Three months ended June 25, 2016 (dollars in thousands) North America Europe Australasia Total Operating Segments Corporate and Unallocated Costs Total Consolidated As Reported $ 75,786 $ 34,290 $ 14,239 $ 124,315 $ (10,921 ) $ 113,394 Adjustment — — — — (647 ) (647 ) As Revised $ 75,786 $ 34,290 $ 14,239 $ 124,315 $ (11,568 ) $ 112,747 Six months ended June 25, 2016 (dollars in thousands) North America Europe Australasia Total Operating Segments Corporate and Unallocated Costs Total Consolidated As Reported $ 107,485 $ 58,986 $ 23,158 $ 189,629 $ (15,079 ) $ 174,550 Adjustment — — — — (647 ) (647 ) As Revised $ 107,485 $ 58,986 $ 23,158 $ 189,629 $ (15,726 ) $ 173,903 The effects of correcting the error and the other accumulated misstatements on our prior year’s financial statements have been summarized below. December 31, 2016 (amounts in thousands, except per share data) As Reported Adjustment As Revised Consolidated Balance Sheet: Accounts receivable $ 407,620 $ (450 ) $ 407,170 Total current assets 875,810 (450 ) 875,360 Deferred tax assets 268,965 14,911 283,876 Intangible assets, net 117,795 (1,205 ) 116,590 Other assets 63,020 527 63,547 Total assets 2,516,296 13,783 2,530,079 Accrued expenses and other current liabilities 173,521 (294 ) 173,227 Total current liabilities 513,126 (294 ) 512,832 Total liabilities 2,323,417 (294 ) 2,323,123 Retained earnings 202,562 14,077 216,639 Total shareholders’ equity 41,922 14,077 55,999 Total liabilities, convertible preferred shares, and shareholders’ equity 2,516,296 13,783 2,530,079 June 25, 2016 (amounts in thousands, except per share data) As Reported Adjustment As Revised Consolidated Balance Sheet: Accounts receivable $ 473,187 $ (274 ) $ 472,913 Total current assets 944,833 (274 ) 944,559 Deferred tax assets 55,007 (6,926 ) 48,081 Total assets 2,369,909 (7,200 ) 2,362,709 Accounts payable 210,798 373 211,171 Accrued expenses and other current liabilities 191,144 (551 ) 190,593 Total current liabilities 571,841 (178 ) 571,663 Total liabilities 2,025,339 (178 ) 2,025,161 APIC 98,464 540 99,004 Accumulated deficit (74,452 ) (7,562 ) (82,014 ) Total shareholders’ deficit (137,367 ) (7,022 ) (144,389 ) Total liabilities, convertible preferred shares, and shareholders’ equity 2,369,909 (7,200 ) 2,362,709 Three months ended June 25, 2016 (amounts in thousands, except per share data) As Reported Adjustment As Revised Consolidated Statement of Operations: Cost of sales $ 751,874 $ 583 $ 752,457 Gross margin 212,734 (583 ) 212,151 Selling, general and administrative 140,858 204 141,062 Operating income 69,757 (787 ) 68,970 Income before taxes, equity earnings and discontinued operations 52,095 (787 ) 51,308 Income tax benefit 22,197 (6,484 ) 15,713 Income from continuing operations, net of tax 74,292 (7,271 ) 67,021 Net income 74,161 (7,271 ) 66,890 Net income attributable to common shareholders 22,459 (7,271 ) 15,188 Weighted Average Common Shares * Basic 17,972,977 17,972,977 Diluted 82,947,084 82,947,084 Earnings per share from continuing operations: Basic $ 1.28 $ (0.40 ) $ 0.88 Diluted $ 0.91 $ (0.09 ) $ 0.82 Net earnings per share: Basic $ 1.25 $ (0.40 ) $ 0.85 Diluted $ 0.90 $ (0.09 ) $ 0.81 * Adjusted for 11 for 1 stock split Six months ended June 25, 2016 (amounts in thousands, except per share data) As Reported Adjustment As Revised Consolidated Statement of Operations: Cost of sales $ 1,390,298 $ 583 $ 1,390,881 Gross margin 370,857 (583 ) 370,274 Selling, general and administrative 272,450 604 273,054 Operating income 93,307 (1,187 ) 92,120 Income before taxes, equity earnings and discontinued operations 59,358 (1,187 ) 58,171 Income tax benefit 19,991 (6,375 ) 13,616 Income from continuing operations, net of tax 79,349 (7,562 ) 71,787 Net income 80,497 (7,562 ) 72,935 Net income (loss) attributable to common shareholders 2,389 (7,562 ) (5,173 ) Weighted Average Common Shares * Basic 17,956,433 17,956,433 Diluted 21,103,830 17,956,433 Earnings (loss) per share from continuing operations: Basic $ 0.14 $ (0.42 ) $ (0.28 ) Diluted $ 0.12 $ (0.40 ) $ (0.28 ) Net earnings (loss) per share: Basic $ 0.13 $ (0.42 ) $ (0.29 ) Diluted $ 0.12 $ (0.41 ) $ (0.29 ) * Adjusted for 11 for 1 stock split |
Summary of Significant Accoun53
Summary of Significant Accounting Policies (Details) $ / shares in Units, $ in Millions | Feb. 01, 2017USD ($)$ / sharesshares | Jan. 03, 2017$ / sharesshares | Oct. 31, 2012USD ($) | Oct. 03, 2011USD ($) | May 31, 2017shares | Mar. 31, 2014USD ($) | Jul. 01, 2017$ / sharesshares | Jan. 31, 2017$ / sharesshares | Dec. 31, 2016$ / sharesshares | Apr. 30, 2013USD ($) |
Conversion of Stock [Line Items] | ||||||||||
Preferred stock issued | $ | $ 49.8 | $ 700 | ||||||||
Share conversion ratio | 11 | |||||||||
Common stock authorized (shares) | 900,000,000 | 904,732,200 | 900,000,000 | 904,732,200 | ||||||
Common stock, par value (usd per share) | $ / shares | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.01 | ||||||
Preferred stock, shares authorized (shares) | 90,000,000 | 90,000,000 | 8,750,000 | 90,000,000 | ||||||
Preferred stock, par value (usd per share) | $ / shares | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.01 | ||||||
IPO | ||||||||||
Conversion of Stock [Line Items] | ||||||||||
Initial public offering, shares | 22,272,727 | |||||||||
Initial public offering | $ | $ 472.4 | |||||||||
Issuance cost | $ | $ 7.9 | |||||||||
Series A Preferred Stock | ||||||||||
Conversion of Stock [Line Items] | ||||||||||
Conversion of stock (shares) | 64,211,172 | |||||||||
Preferred stock, shares authorized (shares) | 8,749,999 | |||||||||
B-1 Common Stock | ||||||||||
Conversion of Stock [Line Items] | ||||||||||
Share conversion ratio | 0.09 | |||||||||
Conversion of stock (shares) | 309,404 | |||||||||
Common stock authorized (shares) | 4,732,200 | |||||||||
Common Stock | ||||||||||
Conversion of Stock [Line Items] | ||||||||||
Common stock authorized (shares) | 900,000,000 | 900,000,000 | ||||||||
Onex Partners | ||||||||||
Conversion of Stock [Line Items] | ||||||||||
Bridge loan | $ | $ 171 | $ 71.6 | ||||||||
Payments to acquire securities | $ | $ 65.8 | |||||||||
Voting rights (percentage) | 45.00% | |||||||||
Onex Partners | Common Stock | IPO | ||||||||||
Conversion of Stock [Line Items] | ||||||||||
Initial public offering, shares | 6,477,273 | 15,693,139 |
Acquisitions (Details)
Acquisitions (Details) - USD ($) $ in Thousands | Jun. 30, 2017 | Feb. 01, 2016 | Aug. 31, 2016 | Jun. 25, 2016 | Jun. 25, 2016 | Jul. 01, 2017 | Dec. 31, 2016 |
Business Acquisition [Line Items] | |||||||
Goodwill | $ 518,912 | $ 486,055 | |||||
Business acquisition, transaction costs | $ 165 | $ 1,033 | |||||
Mattiovi Oy | |||||||
Business Acquisition [Line Items] | |||||||
Cash payments to acquire business | $ 21,200 | ||||||
Net assets acquired | 12,500 | ||||||
Goodwill | 8,600 | ||||||
Finite lived intangible assets | $ 3,900 | ||||||
Intangible assets useful life | 11 years | ||||||
Trend | |||||||
Business Acquisition [Line Items] | |||||||
Goodwill | $ 3,600 | ||||||
Finite lived intangible assets | $ 6,700 | ||||||
Intangible assets useful life | 33 years | ||||||
Total consideration | $ 25,700 | ||||||
Business acquisition, transaction costs | $ 900 | ||||||
Breezway | |||||||
Business Acquisition [Line Items] | |||||||
Total consideration | $ 60,200 |
Discontinued Operations and D55
Discontinued Operations and Divestitures (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jul. 01, 2017 | Jun. 25, 2016 | Jul. 01, 2017 | Jun. 25, 2016 | |
Disposal Group, Including Discontinued Operation, Income Statement Disclosures | ||||
Loss from discontinued operations, net of tax | $ 0 | $ (618) | $ 0 | $ (104) |
Disposed of by Sale | ||||
Disposal Group, Including Discontinued Operation, Income Statement Disclosures | ||||
Net revenues | 0 | 1,487 | 0 | 5,120 |
Loss before tax and non-controlling interest | 0 | (903) | 0 | (104) |
Loss from discontinued operations, net of tax | $ 0 | $ (618) | $ 0 | $ (104) |
Accounts Receivable (Details)
Accounts Receivable (Details) - USD ($) $ in Millions | Jul. 01, 2017 | Dec. 31, 2016 |
Receivables [Abstract] | ||
Allowance for doubtful accounts | $ 4.2 | $ 3.8 |
Inventories (Details)
Inventories (Details) - USD ($) $ in Thousands | Jul. 01, 2017 | Dec. 31, 2016 |
Inventory Disclosure [Abstract] | ||
Raw materials | $ 245,439 | $ 233,730 |
Work in process | 36,301 | 30,202 |
Finished goods | 93,797 | 70,702 |
Inventories | $ 375,537 | $ 334,634 |
Property and Equipment, Net (De
Property and Equipment, Net (Details) - USD ($) $ in Thousands | Jul. 01, 2017 | Dec. 31, 2016 |
Property, Plant and Equipment [Abstract] | ||
Property and equipment | $ 1,775,827 | $ 1,712,682 |
Accumulated depreciation | (1,067,251) | (1,008,031) |
Property and equipment, net | $ 708,576 | $ 704,651 |
Property and Equipment, Net - N
Property and Equipment, Net - Narratives (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jul. 01, 2017 | Jun. 25, 2016 | Jul. 01, 2017 | Jun. 25, 2016 | |
Property, Plant and Equipment [Abstract] | ||||
Impairment of tangible assets | $ 0 | $ 300,000 | $ 0 | $ 900,000 |
Built to suit assets | 9,500,000 | 9,500,000 | ||
Deferred credits and other liabilities | $ 9,500,000 | $ 9,500,000 |
Property and Equipment, Net - D
Property and Equipment, Net - Depreciation (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jul. 01, 2017 | Jun. 25, 2016 | Jul. 01, 2017 | Jun. 25, 2016 | |
Depreciation | ||||
Depreciation | $ 20,920 | $ 21,174 | $ 41,905 | $ 41,685 |
Cost of sales | ||||
Depreciation | ||||
Depreciation | 19,076 | 19,368 | 37,971 | 37,961 |
Selling, general and administrative | ||||
Depreciation | ||||
Depreciation | $ 1,844 | $ 1,806 | $ 3,934 | $ 3,724 |
Goodwill - Rollforward (Details
Goodwill - Rollforward (Details) $ in Thousands | 6 Months Ended |
Jul. 01, 2017USD ($) | |
Goodwill [Roll Forward] | |
Balance as of January 1 | $ 486,055 |
Acquisitions | 8,569 |
Currency translation | 24,288 |
Balance at end of period | 518,912 |
North America | |
Goodwill [Roll Forward] | |
Balance as of January 1 | 187,376 |
Acquisitions | 0 |
Currency translation | 225 |
Balance at end of period | 187,601 |
Europe | |
Goodwill [Roll Forward] | |
Balance as of January 1 | 229,112 |
Acquisitions | 8,569 |
Currency translation | 19,733 |
Balance at end of period | 257,414 |
Australasia | |
Goodwill [Roll Forward] | |
Balance as of January 1 | 69,567 |
Acquisitions | 0 |
Currency translation | 4,330 |
Balance at end of period | $ 73,897 |
Warranty Liability - Rollforwar
Warranty Liability - Rollforward (Details) $ in Thousands | 6 Months Ended | |
Jul. 01, 2017USD ($) | Jun. 25, 2016USD ($) | |
Movement in Standard and Extended Product Warranty Accrual, Increase (Decrease) [Roll Forward] | ||
Balance as of January 1 | $ 45,398 | $ 44,891 |
Current period expense | 11,928 | 11,014 |
Liabilities assumed due to acquisition | 0 | 16 |
Experience adjustments | 674 | (1,271) |
Payments | (11,834) | (7,535) |
Currency translation | 529 | 530 |
Balance at end of period | 46,695 | 47,645 |
Current portion | (19,630) | (16,962) |
Long-term portion | $ 27,065 | $ 30,683 |
Warranty Liability - Narratives
Warranty Liability - Narratives (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 25, 2016 | Jul. 01, 2017 | Jun. 25, 2016 | Dec. 31, 2016 | Dec. 31, 2015 | |
Product Warranty Liability [Line Items] | |||||
Accrued warranty liability | $ 47,645 | $ 46,695 | $ 47,645 | $ 45,398 | $ 44,891 |
Warranty expense | 11,928 | 11,014 | |||
Adjustments | |||||
Product Warranty Liability [Line Items] | |||||
Accrued warranty liability | 2,500 | $ 2,500 | |||
Warranty expense | $ 2,500 | ||||
North America | |||||
Product Warranty Liability [Line Items] | |||||
Accrued warranty liability | 42,100 | ||||
Product warranty, discount adjustment | $ 2,200 | ||||
North America | Minimum | |||||
Product Warranty Liability [Line Items] | |||||
Product warranty discount rate | 0.76% | ||||
North America | Maximum | |||||
Product Warranty Liability [Line Items] | |||||
Product warranty discount rate | 4.75% |
Notes Payable and Long-Term D64
Notes Payable and Long-Term Debt - Notes Payable (Details) - Variable rate industrial revenue bonds - USD ($) $ in Thousands | Jul. 01, 2017 | Dec. 31, 2016 |
Short-term Debt [Line Items] | ||
Notes Payable | $ 105 | $ 205 |
Minimum | ||
Short-term Debt [Line Items] | ||
Effective interest rate (percentage) | 1.10% | |
Maximum | ||
Short-term Debt [Line Items] | ||
Effective interest rate (percentage) | 1.25% |
Notes Payable and Long-Term D65
Notes Payable and Long-Term Debt - Long Term Debt (Details) - USD ($) $ in Thousands | Jul. 01, 2017 | Mar. 07, 2017 | Dec. 31, 2016 |
Debt Instrument [Line Items] | |||
Long-term debt, gross | $ 1,245,727 | $ 1,619,830 | |
Unamortized debt issuance costs | (17,236) | (23,108) | |
Current maturities of long-term debt | (14,490) | (19,826) | |
Long-term debt | 1,231,237 | 1,600,004 | |
Term Loan | Term Loan | |||
Debt Instrument [Line Items] | |||
Long-term debt, gross | $ 1,223,929 | $ 1,237,000 | 1,603,551 |
Effective interest rate (percentage) | 4.30% | ||
Unamortized discount | $ 6,526 | 8,086 | |
Term Loan | Installment Loan | |||
Debt Instrument [Line Items] | |||
Long-term debt, gross | $ 4,144 | 5,880 | |
Term Loan | Installment Loan | Minimum | |||
Debt Instrument [Line Items] | |||
Effective interest rate (percentage) | 2.90% | ||
Term Loan | Installment Loan | Maximum | |||
Debt Instrument [Line Items] | |||
Effective interest rate (percentage) | 6.38% | ||
Mortgage notes | |||
Debt Instrument [Line Items] | |||
Long-term debt, gross | $ 31,977 | 29,505 | |
Effective interest rate (percentage) | 1.15% | ||
Installment notes for stock | |||
Debt Instrument [Line Items] | |||
Long-term debt, gross | $ 2,078 | 3,260 | |
Installment notes for stock | Minimum | |||
Debt Instrument [Line Items] | |||
Effective interest rate (percentage) | 3.00% | ||
Installment notes for stock | Maximum | |||
Debt Instrument [Line Items] | |||
Effective interest rate (percentage) | 3.75% | ||
Revolving credit facility | Line of Credit | |||
Debt Instrument [Line Items] | |||
Long-term debt, gross | $ 835 | $ 742 | |
Effective interest rate (percentage) | 2.50% |
Notes Payable and Long-Term D66
Notes Payable and Long-Term Debt - Narratives (Details) $ in Thousands, € in Millions | Mar. 07, 2017USD ($) | Jan. 31, 2015EUR (€) | Jul. 01, 2017USD ($) | Jun. 25, 2016USD ($) | Dec. 31, 2016USD ($) |
Debt Instrument [Line Items] | |||||
Payments of long-term debt | $ 384,220 | $ 8,395 | |||
Write off of debt issuance cost | 7,002 | ||||
Long-term debt | 1,245,727 | $ 1,619,830 | |||
Borrowing availability | 300,300 | 300,300 | |||
Notes payable | |||||
Debt Instrument [Line Items] | |||||
Write off of debt issuance cost | 6,100 | ||||
Notes payable | Term Loan | |||||
Debt Instrument [Line Items] | |||||
Payments of long-term debt | 375,000 | ||||
Write off of debt issuance cost | 900 | ||||
Debt issuance costs | $ 1,100 | ||||
Long-term debt | $ 1,237,000 | 1,223,929 | 1,603,551 | ||
Debt repayment rate | 0.25% | ||||
Required quarterly repayment amount | $ 3,100 | ||||
Notes payable | Term Loan | Minimum | |||||
Debt Instrument [Line Items] | |||||
Debt instrument, interest rate floor | 1.00% | ||||
Notes payable | LIBOR | Term Loan | Minimum | |||||
Debt Instrument [Line Items] | |||||
Debt instrument, variable rate | 2.75% | ||||
Notes payable | LIBOR | Term Loan | Maximum | |||||
Debt Instrument [Line Items] | |||||
Debt instrument, variable rate | 3.00% | ||||
Revolving credit facility | Line of Credit | |||||
Debt Instrument [Line Items] | |||||
Debt instrument, face amount | € | € 39 | ||||
Long-term debt | $ 835 | $ 742 | |||
Revolving credit facility | Line of Credit | IBOR | |||||
Debt Instrument [Line Items] | |||||
Debt instrument, interest rate floor | 0.00% | ||||
Debt instrument, variable rate | 2.50% |
Income Taxes - Narratives (Deta
Income Taxes - Narratives (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jul. 01, 2017 | Jun. 25, 2016 | Jul. 01, 2017 | Jun. 25, 2016 | Dec. 31, 2016 | |
Operating Loss Carryforwards [Line Items] | |||||
Effective income tax rate, percentage | 27.90% | (30.60%) | 27.90% | (23.40%) | |
Income tax expense (benefit) | $ 17,703 | $ (15,713) | $ 19,955 | $ (13,616) | |
Operating loss carryforward | 1,000 | 26,100 | 1,300 | $ 25,100 | |
Release of deferred foreign income tax | $ 22,800 | ||||
Effective income tax rate discontinued operations, percent | 31.60% | 0.00% | |||
Unrecognized tax benefits | $ 11,600 | $ 11,600 | $ 11,600 | ||
Foreign Tax Authority | |||||
Operating Loss Carryforwards [Line Items] | |||||
Deferred tax asset | $ 2,500 | $ 2,500 |
Segment Information - Narrative
Segment Information - Narratives (Details) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jul. 01, 2017USD ($) | Jun. 25, 2016USD ($) | Jul. 01, 2017USD ($)segment | Jun. 25, 2016USD ($) | |
Segment Reporting Information [Line Items] | ||||
Number of reportable segments | segment | 3 | |||
Write off of debt issuance cost | $ 7,002 | |||
Other non-cash items | $ 16 | $ (2,602) | 15 | $ (3,027) |
Legal fees | 7,766 | 251 | 15,762 | 251 |
Secondary offering costs | 1,026 | 1,026 | ||
Reorganization costs | $ 665 | 811 | ||
Professional fees | 351 | 351 | ||
Audit fees | 216 | 216 | ||
Business acquisition, transaction costs | 165 | 1,033 | ||
IPO cost | 348 | |||
Gain on the settlement of contract | (2,247) | |||
Business exit costs | $ 643 | |||
Disposal of property and equipment | ||||
Segment Reporting Information [Line Items] | ||||
Business exit costs | 330 | |||
Consulting cost | ||||
Segment Reporting Information [Line Items] | ||||
Business exit costs | $ 237 | |||
Warranty Reserves | ||||
Segment Reporting Information [Line Items] | ||||
Other non-cash items | 2,550 | |||
Inventory Valuation | ||||
Segment Reporting Information [Line Items] | ||||
Other non-cash items | $ 357 |
Segment Information - Reportabl
Segment Information - Reportable Segment (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jul. 01, 2017 | Jun. 25, 2016 | Jul. 01, 2017 | Jun. 25, 2016 | |
Segment Reporting Information, Profit (Loss) [Abstract] | ||||
Net revenues | $ 948,736 | $ 964,608 | $ 1,796,523 | $ 1,761,155 |
Impairment and restructuring charges | 554 | 2,119 | 1,756 | 5,100 |
Adjusted EBITDA | 125,327 | 112,747 | 206,289 | 173,903 |
North America | ||||
Segment Reporting Information, Profit (Loss) [Abstract] | ||||
Net revenues | 551,685 | 567,435 | 1,035,782 | 1,027,660 |
Europe | ||||
Segment Reporting Information, Profit (Loss) [Abstract] | ||||
Net revenues | 258,889 | 266,775 | 501,211 | 505,324 |
Australasia | ||||
Segment Reporting Information, Profit (Loss) [Abstract] | ||||
Net revenues | 138,162 | 130,398 | 259,530 | 228,171 |
Operating Segments | ||||
Segment Reporting Information, Profit (Loss) [Abstract] | ||||
Net revenues | 952,365 | 967,745 | 1,803,939 | 1,765,465 |
Impairment and restructuring charges | 550 | 1,873 | 1,659 | 4,600 |
Adjusted EBITDA | 134,230 | 124,315 | 224,862 | 189,629 |
Operating Segments | North America | ||||
Segment Reporting Information, Profit (Loss) [Abstract] | ||||
Net revenues | 552,246 | 568,056 | 1,036,810 | 1,028,822 |
Impairment and restructuring charges | 99 | 673 | 335 | 2,550 |
Adjusted EBITDA | 79,830 | 75,786 | 130,008 | 107,485 |
Operating Segments | Europe | ||||
Segment Reporting Information, Profit (Loss) [Abstract] | ||||
Net revenues | 259,426 | 267,231 | 502,094 | 504,628 |
Impairment and restructuring charges | 451 | 1,114 | 1,324 | 1,881 |
Adjusted EBITDA | 37,065 | 34,290 | 64,270 | 58,986 |
Operating Segments | Australasia | ||||
Segment Reporting Information, Profit (Loss) [Abstract] | ||||
Net revenues | 140,693 | 132,458 | 265,035 | 232,015 |
Impairment and restructuring charges | 0 | 86 | 0 | 169 |
Adjusted EBITDA | 17,335 | 14,239 | 30,584 | 23,158 |
Corporate and Unallocated Costs | ||||
Segment Reporting Information, Profit (Loss) [Abstract] | ||||
Net revenues | 0 | 0 | 0 | 0 |
Impairment and restructuring charges | 4 | 246 | 97 | 500 |
Adjusted EBITDA | (8,903) | (11,568) | (18,573) | (15,726) |
Intersegment Eliminations | ||||
Segment Reporting Information, Profit (Loss) [Abstract] | ||||
Net revenues | (3,629) | (3,137) | (7,416) | (4,310) |
Intersegment Eliminations | North America | ||||
Segment Reporting Information, Profit (Loss) [Abstract] | ||||
Net revenues | (561) | (621) | (1,028) | (1,162) |
Intersegment Eliminations | Europe | ||||
Segment Reporting Information, Profit (Loss) [Abstract] | ||||
Net revenues | (537) | (456) | (883) | 696 |
Intersegment Eliminations | Australasia | ||||
Segment Reporting Information, Profit (Loss) [Abstract] | ||||
Net revenues | $ (2,531) | $ (2,060) | $ (5,505) | $ (3,844) |
Segment Information - Reconcili
Segment Information - Reconciliation of Net Income to EBITDA (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jul. 01, 2017 | Jun. 25, 2016 | Jul. 01, 2017 | Jun. 25, 2016 | |
Segment Reporting, Other Significant Reconciling Item, Consolidated | ||||
Net income | $ 46,778 | $ 66,890 | $ 53,206 | $ 72,935 |
Earnings from discontinued operations, net of tax | 0 | 618 | 0 | 104 |
Equity earnings in non-consolidated entities | (1,073) | (487) | (1,554) | (1,252) |
Income tax expense (benefit) | 17,703 | (15,713) | 19,955 | (13,616) |
Depreciation and amortization | 25,990 | 26,357 | 53,052 | 52,049 |
Interest expense, net | 17,547 | 18,167 | 44,439 | 35,178 |
Impairment and restructuring charges | 577 | 5,278 | 1,757 | 8,178 |
(Gain) loss on sale of property and equipment | (34) | 301 | (77) | (3,343) |
Stock-based compensation | 5,339 | 5,532 | 10,783 | 10,617 |
Non-cash foreign exchange transaction/translation loss | 2,754 | 1,784 | 7,114 | 6,767 |
Other non-cash items | (16) | 2,602 | (15) | 3,027 |
Other items | 9,754 | 1,419 | 17,341 | 3,249 |
Costs relating to debt restructuring, debt refinancing | 8 | (1) | 288 | 10 |
Adjusted EBITDA | $ 125,327 | $ 112,747 | $ 206,289 | $ 173,903 |
Series A Convertible Preferre71
Series A Convertible Preferred Shares - Narratives (Details) - $ / shares | Jan. 31, 2017 | Jul. 01, 2017 | Feb. 01, 2017 | Dec. 31, 2016 |
Class of Stock | ||||
Preferred stock, shares authorized (shares) | 8,750,000 | 90,000,000 | 90,000,000 | 90,000,000 |
Preferred stock, par value (usd per share) | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.01 |
Series A Preferred Stock | ||||
Class of Stock | ||||
Preferred stock, shares authorized (shares) | 8,749,999 | |||
Conversion of stock (shares) | 64,211,172 | |||
Series A-1 Preferred Stock | ||||
Class of Stock | ||||
Preferred stock, shares authorized (shares) | 2,922,634 | |||
Series A-2 Preferred Stock | ||||
Class of Stock | ||||
Preferred stock, shares authorized (shares) | 208,760 | |||
Series A-3 Preferred Stock | ||||
Class of Stock | ||||
Preferred stock, shares authorized (shares) | 843,132 | |||
Series A-4 Preferred Stock | ||||
Class of Stock | ||||
Preferred stock, shares authorized (shares) | 4,775,473 | |||
Series B Preferred Stock | ||||
Class of Stock | ||||
Preferred stock, shares authorized (shares) | 1 |
Capital Stock - Narratives (Det
Capital Stock - Narratives (Details) - USD ($) $ / shares in Units, $ in Thousands | Feb. 01, 2017 | Jul. 01, 2017 | Jun. 25, 2016 | Jan. 31, 2017 | Jan. 03, 2017 | Dec. 31, 2016 |
Class of Stock | ||||||
Common stock authorized (shares) | 900,000,000 | 900,000,000 | 904,732,200 | 904,732,200 | ||
Common stock, par value (usd per share) | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.01 | ||
Preferred stock, shares authorized (shares) | 90,000,000 | 90,000,000 | 8,750,000 | 90,000,000 | ||
Preferred stock, par value (usd per share) | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.01 | ||
Shares held in employee trust (shares) | 193,941 | 193,941 | ||||
Shares held in employee trust (value) | $ 12,400 | $ 12,400 | ||||
Proceeds from the sale of common stock, net of underwriting fees and commissions | $ 480,300 | $ 480,306 | $ 0 | |||
Cost associated with initial public offering | 7,900 | |||||
Capitalized initial public offering cost | $ 5,900 | |||||
Pre IPO Charter | ||||||
Class of Stock | ||||||
Common stock authorized (shares) | 22,810,000 | |||||
Common stock, par value (usd per share) | $ 0.01 | |||||
Common Stock | ||||||
Class of Stock | ||||||
Common stock authorized (shares) | 900,000,000 | 900,000,000 | ||||
Conversion of stock (shares) | 309,404 | |||||
Common Stock | Pre IPO Charter | ||||||
Class of Stock | ||||||
Common stock authorized (shares) | 22,379,800 | |||||
B-1 Common Stock | ||||||
Class of Stock | ||||||
Common stock authorized (shares) | 4,732,200 | |||||
B-1 Common Stock | Pre IPO Charter | ||||||
Class of Stock | ||||||
Common stock authorized (shares) | 430,200 |
Capital Stock - Activity (Detai
Capital Stock - Activity (Details) - Common stock - shares | 3 Months Ended | 6 Months Ended |
Jul. 01, 2017 | Jul. 01, 2017 | |
Increase (Decrease) in Stockholders' Equity | ||
Balance at beginning of period, shares | 17,894,393 | |
Shares issued, shares | 22,508,739 | |
Conversion of stock (shares) | 64,520,576 | |
Balance at ending of period, shares | 104,923,708 | 104,923,708 |
B-1 Common Stock | ||
Increase (Decrease) in Stockholders' Equity | ||
Balance at beginning of period, shares | 177,221 | 177,221 |
Shares issued, shares | 0 | |
Conversion of stock (shares) | 177,221 | 177,221 |
Balance at ending of period, shares | 0 | 0 |
Earnings (Loss) Per Share - Bas
Earnings (Loss) Per Share - Basic Loss Per Share Calculation (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jul. 01, 2017 | Jun. 25, 2016 | Jul. 01, 2017 | Jun. 25, 2016 | |
Earnings Per Share [Abstract] | ||||
Income from continuing operations | $ 45,705 | $ 67,021 | $ 51,652 | $ 71,787 |
Equity earnings of non-consolidated entities | 1,073 | 487 | 1,554 | 1,252 |
Income from continuing operations and equity earnings of non- consolidated entities | 46,778 | 67,508 | 53,206 | 73,039 |
Undeclared Series A Convertible Preferred Stock dividends | 0 | (28,001) | (10,462) | (54,407) |
Deemed Dividend on Series A Convertible Preferred Stock from Settlement Agreement | 0 | (23,701) | 0 | (23,701) |
Income (loss) attributable to common shareholders from continuing operations | 46,778 | 15,806 | 42,744 | (5,069) |
Loss from discontinued operations, net of tax | 0 | (618) | 0 | (104) |
Net income (loss) attributable to common shareholders | $ 46,778 | $ 15,188 | $ 42,744 | $ (5,173) |
Weighted-average outstanding shares of common stock basic (shares) | 104,794,294 | 17,972,977 | 89,544,882 | 17,956,433 |
Basic income (loss) per share | ||||
Income (loss) per share from continuing operations, basic (usd per share) | $ 0.45 | $ 0.88 | $ 0.48 | $ (0.28) |
Loss per share from discontinued operations, basic (usd per share) | 0 | (0.03) | 0 | (0.01) |
Basic and diluted (usd per share) | $ 0.45 | $ 0.85 | $ 0.48 | $ (0.29) |
Earnings (Loss) Per Share - Dil
Earnings (Loss) Per Share - Diluted Loss Per Share Calculation (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jul. 01, 2017 | Jun. 25, 2016 | Jul. 01, 2017 | Jun. 25, 2016 | |
Earnings Per Share [Abstract] | ||||
Net income (loss) attributable to common shareholders - basic | $ 46,778 | $ 15,188 | $ 42,744 | $ (5,173) |
Undeclared Series A Convertible Preferred Stock dividends | 0 | (28,001) | 0 | 0 |
Deemed Dividend on Series A Convertible Preferred Stock from Settlement Agreement | 0 | 23,701 | 0 | 0 |
Net income (loss) attributable to common shareholders - diluted | $ 46,778 | $ 66,890 | $ 42,744 | $ (5,173) |
Weighted-average outstanding shares of common stock basic (shares) | 104,794,294 | 17,972,977 | 89,544,882 | 17,956,433 |
Dilutive convertible preferred stock (shares) | 0 | 61,565,878 | 0 | 0 |
Options to purchase common stock (shares) | 4,291,835 | 3,408,229 | 4,188,768 | 0 |
Weighted average shares diluted (shares) | 109,086,129 | 82,947,084 | 93,733,650 | 17,956,433 |
Dilutive income (loss) per share | ||||
Income (loss) per share from continuing operations, diluted (usd per share) | $ 0.43 | $ 0.82 | $ 0.46 | $ (0.28) |
Loss per share from discontinued operations, diluted (usd per share) | 0 | (0.01) | 0 | (0.01) |
Net loss per share, diluted (usd per share) | $ 0.43 | $ 0.81 | $ 0.46 | $ (0.29) |
Earnings (Loss) Per Share - Pot
Earnings (Loss) Per Share - Potentially Dilutive Securities (Details) - shares | 3 Months Ended | 6 Months Ended | ||
Jul. 01, 2017 | Jun. 25, 2016 | Jul. 01, 2017 | Jun. 25, 2016 | |
Series A Convertible Preferred Stock | Convertible Debt | ||||
Incremental Weighted Average Shares Attributable to Dilutive Effect | ||||
Dilutive shares excluded from computation (shares) | 0 | 0 | 0 | 43,719,775 |
Common stock | Stock options | ||||
Incremental Weighted Average Shares Attributable to Dilutive Effect | ||||
Dilutive shares excluded from computation (shares) | 623,570 | 1,048,135 | 636,099 | 5,432,174 |
B-1 Common Stock | Restricted Stock | ||||
Incremental Weighted Average Shares Attributable to Dilutive Effect | ||||
Dilutive shares excluded from computation (shares) | 0 | 0 | 0 | 405,933 |
Stock Compensation - Narratives
Stock Compensation - Narratives (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Jul. 01, 2017 | Jun. 25, 2016 | Jul. 01, 2017 | Jun. 25, 2016 | Dec. 31, 2016 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Stock-based compensation | $ 5.3 | $ 5.5 | $ 10.8 | $ 10.6 | |
Stock compensation not yet recognized | $ 27.7 | $ 27.7 | |||
Recognition period for stock compensation not yet recognized | 1 year 7 months 6 days | ||||
Stock Incentive Plan | Common Stock | Stock options | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Share-based compensation shares authorized (shares) | 2,761,000 | 2,761,000 | |||
Share based compensation, shares issued (shares) | 5,156,976 | ||||
Stock Incentive Plan | B-1 Common Stock | RSUs | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Share-based compensation shares authorized (shares) | 4,732,200 | 4,732,200 | |||
Share based compensation, shares issued (shares) | 385,220 | ||||
Omnibus Equity Plan | Common Stock | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Share-based compensation shares authorized (shares) | 7,500,000 | 7,500,000 |
Stock Compensation - Stock Opti
Stock Compensation - Stock Options (Details) - Stock Incentive Plan - $ / shares | 3 Months Ended | 6 Months Ended | ||
Jul. 01, 2017 | Jun. 25, 2016 | Jul. 01, 2017 | Jun. 25, 2016 | |
Stock options | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Net of Forfeitures [Abstract] | ||||
Options granted (shares) | 13,422 | 151,800 | 492,597 | 367,400 |
Options canceled (shares) | 63,861 | 97,207 | 141,153 | 200,376 |
Options exercised (shares) | 320,190 | 26,312 | 375,568 | 41,646 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price [Abstract] | ||||
Options granted, weighted average exercise price (usd per share) | $ 32.79 | $ 42.55 | $ 27.73 | $ 37.13 |
Options canceled, weighted average price of shares canceled (usd per share) | 16.29 | 15.50 | 14.58 | 16.07 |
Options exercised, weighted average exercise price (usd per share) | $ 13.20 | $ 18.87 | $ 13.07 | $ 19.32 |
RSUs | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Net of Forfeitures [Abstract] | ||||
RSU granted (shares) | 6,659 | 16,500 | 146,102 | 27,500 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price [Abstract] | ||||
Options granted, weighted average exercise price (usd per share) | $ 27.79 | $ 28.14 | ||
Options exercised, weighted average exercise price (usd per share) | $ 31.95 | $ 30.60 | ||
RSUs | Director | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Net of Forfeitures [Abstract] | ||||
RSU granted (shares) | 21,198 | 0 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price [Abstract] | ||||
Granted, RSU granted weighted average exercise price (usd per share) | $ 31.13 | $ 0 |
Impairment and Restructuring 79
Impairment and Restructuring Charges - Summary (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||||
Jul. 01, 2017 | Apr. 01, 2017 | Jun. 25, 2016 | Mar. 26, 2016 | Jul. 01, 2017 | Jun. 25, 2016 | |
Restructuring and Related Activities [Abstract] | ||||||
Impairments | $ 0 | $ 290 | $ 0 | $ 895 | ||
Restructuring charges, net of fair value adjustment gains | 554 | 1,829 | 1,756 | 4,205 | ||
Total impairment and restructuring charges | $ 554 | $ 1,200 | $ 2,119 | $ 3,000 | $ 1,756 | $ 5,100 |
Impairment and Restructuring 80
Impairment and Restructuring Charges - Narratives (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||||
Jul. 01, 2017 | Apr. 01, 2017 | Jun. 25, 2016 | Mar. 26, 2016 | Jul. 01, 2017 | Jun. 25, 2016 | Dec. 31, 2016 | |
Restructuring Cost and Reserve [Line Items] | |||||||
Impairment and restructuring charges | $ 554 | $ 1,200 | $ 2,119 | $ 3,000 | $ 1,756 | $ 5,100 | |
Accrued restructuring cost, short term | 1,000 | 1,000 | $ 1,500 | ||||
Accrued restructuring cost, long term | $ 3,400 | $ 3,400 | $ 3,600 | ||||
Europe | |||||||
Restructuring Cost and Reserve [Line Items] | |||||||
Impairment and restructuring charges | $ 1,100 |
Impairment and Restructuring 81
Impairment and Restructuring Charges - Restructuring Accrual (Details) - USD ($) $ in Thousands | 6 Months Ended | |
Jul. 01, 2017 | Jun. 25, 2016 | |
Restructuring Reserve | ||
Beginning Accrual Balance | $ 5,019 | $ 8,507 |
Additions Charged to Expense | 1,756 | 4,205 |
Payments or Utilization | (2,381) | (6,128) |
Ending Accrual Balance | 4,394 | 6,584 |
Severance and sales restructuring costs | ||
Restructuring Reserve | ||
Beginning Accrual Balance | 836 | 5,424 |
Additions Charged to Expense | 993 | 3,358 |
Payments or Utilization | (1,163) | (4,994) |
Ending Accrual Balance | 666 | 3,788 |
Disposal of property and equipment | ||
Restructuring Reserve | ||
Beginning Accrual Balance | 0 | 0 |
Additions Charged to Expense | 113 | (49) |
Payments or Utilization | (113) | 49 |
Ending Accrual Balance | 0 | 0 |
Lease obligations and other | ||
Restructuring Reserve | ||
Beginning Accrual Balance | 4,183 | 3,083 |
Additions Charged to Expense | 650 | 896 |
Payments or Utilization | (1,105) | (1,183) |
Ending Accrual Balance | $ 3,728 | $ 2,796 |
Other Income (Expense) (Details
Other Income (Expense) (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jul. 01, 2017 | Jun. 25, 2016 | Jul. 01, 2017 | Jun. 25, 2016 | |
Other Income and Expenses [Abstract] | ||||
Foreign currency losses | $ (3,096) | $ (1,621) | $ (8,749) | $ (4,891) |
Legal settlement income | 14 | 1,545 | 31 | 1,460 |
(Loss) gain on sale of property and equipment | (58) | (337) | (106) | 3,216 |
Settlement of contract escrow | 0 | 0 | 2,247 | 0 |
Other items | 375 | 918 | 1,213 | 1,444 |
Other Income (Expense) | $ (2,765) | $ 505 | $ (5,364) | $ 1,229 |
Derivative Financial Instrume83
Derivative Financial Instruments - Narratives (Details) - USD ($) | Jul. 01, 2015 | Jul. 01, 2017 | Jun. 25, 2016 | Jul. 01, 2017 | Jun. 25, 2016 | Jun. 27, 2015 | Dec. 31, 2014 |
Notional Disclosures | |||||||
Notional | $ 488,300,000 | ||||||
Borrowings on long-term debt | $ 94,000 | $ 0 | |||||
Interest expense, net | $ 17,547,000 | $ 18,167,000 | 44,439,000 | 35,178,000 | |||
Notes payable | Term Loan | |||||||
Notional Disclosures | |||||||
Debt instrument face amount | $ 775,000,000 | ||||||
Borrowings on long-term debt | $ 480,000,000 | ||||||
Interest rate swap | |||||||
Notional Disclosures | |||||||
Notional | 426,000,000 | 426,000,000 | |||||
Derivative instrument losses recognized in OCI | 9,900,000 | ||||||
Gain (loss) on ineffective hedging | 0 | ||||||
Interest expense, net | 2,400,000 | 700,000 | 5,100,000 | 1,300,000 | |||
Not Designated as Hedging Instrument | Foreign Exchange Contracts, Forecasted Sales | |||||||
Notional Disclosures | |||||||
Notional | 157,000,000 | 157,000,000 | |||||
Not Designated as Hedging Instrument | Foreign Currency Exchange Contracts, Intercompany Loans and Interest | |||||||
Notional Disclosures | |||||||
Notional | 71,600,000 | 71,600,000 | |||||
Not Designated as Hedging Instrument | Foreign Exchange Contracts, Consolidated Earnings | |||||||
Notional Disclosures | |||||||
Notional | 180,400,000 | 180,400,000 | |||||
Not Designated as Hedging Instrument | Foreign currency forward contracts | |||||||
Notional Disclosures | |||||||
Derivate instrument loss | $ 3,100,000 | $ 1,500,000 | $ 11,700,000 | $ 8,500,000 |
Derivative Financial Instrume84
Derivative Financial Instruments - Interest Rate (Details) - USD ($) $ in Thousands | Jul. 01, 2017 | Dec. 31, 2014 |
Notional Disclosures | ||
Notional | $ 488,300 | |
Derivatives designated as hedging instruments: | Cash Flow Hedge | December 2015 - June 2016 | ||
Notional Disclosures | ||
Notional | $ 273,000 | |
Weighted Average Rate | 1.997% | |
Derivatives designated as hedging instruments: | Cash Flow Hedge | June 2016 - September 2016 | ||
Notional Disclosures | ||
Notional | $ 486,000 | |
Weighted Average Rate | 2.054% | |
Derivatives designated as hedging instruments: | Cash Flow Hedge | September 2016 - December 2016 | ||
Notional Disclosures | ||
Notional | $ 759,000 | |
Weighted Average Rate | 2.161% | |
Derivatives designated as hedging instruments: | Cash Flow Hedge | December 2016 - December 2017 | ||
Notional Disclosures | ||
Notional | $ 914,250 | |
Weighted Average Rate | 2.188% | |
Derivatives designated as hedging instruments: | Cash Flow Hedge | December 2017 - December 2018 | ||
Notional Disclosures | ||
Notional | $ 825,000 | |
Weighted Average Rate | 2.19% | |
Derivatives designated as hedging instruments: | Cash Flow Hedge | December 2018 - September 2019 | ||
Notional Disclosures | ||
Notional | $ 707,250 | |
Weighted Average Rate | 2.192% |
Derivative Financial Instrume85
Derivative Financial Instruments - Fair Value (Details) - USD ($) $ in Thousands | Jul. 01, 2017 | Dec. 31, 2016 |
Derivatives designated as hedging instruments: | Interest rate contracts | Accrued expenses and other current liabilities | ||
Derivative Asset, Fair Value, Amount Not Offset Against Collateral | ||
Fair value, gross liability | $ 6,457 | $ 9,050 |
Derivatives designated as hedging instruments: | Interest rate contracts | Deferred credits and other liabilities | ||
Derivative Asset, Fair Value, Amount Not Offset Against Collateral | ||
Fair value, gross liability | 3,478 | 3,878 |
Derivatives not designated as hedging instruments: | Foreign currency forward contracts | Other current assets | ||
Derivative Asset, Fair Value, Amount Not Offset Against Collateral | ||
Foreign currency forward contracts | 1,359 | 6,309 |
Derivatives not designated as hedging instruments: | Foreign currency forward contracts | Accrued expenses and other current liabilities | ||
Derivative Asset, Fair Value, Amount Not Offset Against Collateral | ||
Fair value, gross liability | $ 7,477 | $ 691 |
Fair Value Measurements - Finan
Fair Value Measurements - Financial Assets and Liabilties (Details) - Recurring - USD ($) $ in Thousands | Jul. 01, 2017 | Dec. 31, 2016 |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Cash equivalents | $ 113,720 | $ 6,059 |
Derivative assets, recorded in other current assets | 1,359 | 6,309 |
Derivative liabilities, recorded in accrued expenses | (17,412) | (13,619) |
Total | 97,667 | (1,251) |
Level 2 | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Cash equivalents | 113,720 | 6,059 |
Derivative assets, recorded in other current assets | 1,359 | 6,309 |
Derivative liabilities, recorded in accrued expenses | (17,412) | (13,619) |
Total | $ 97,667 | $ (1,251) |
Fair Value Measurements - Non-F
Fair Value Measurements - Non-Financial Assets and Liabilities (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2016USD ($) | |
Fair Value, Assets Measured on Nonrecurring Basis | |
Total Losses | $ 1,602 |
Nonrecurring | |
Fair Value, Assets Measured on Nonrecurring Basis | |
Closed operations | 1,445 |
Total | 1,445 |
Total Losses | 1,602 |
Nonrecurring | Level 3 | |
Fair Value, Assets Measured on Nonrecurring Basis | |
Closed operations | 1,445 |
Total | $ 1,445 |
Fair Value of Financial Instr88
Fair Value of Financial Instruments - Narratives (Details) - USD ($) $ in Millions | Jul. 01, 2017 | Dec. 31, 2016 |
Reported Value | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Long term fixed debt fair value adjustment | $ 10.8 | $ 10.8 |
Estimate of Fair Value | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Long term fixed debt fair value adjustment | $ 22 | $ 22 |
Commitment and Contingencies -
Commitment and Contingencies - Litigation (Details) - Steve and Sons [Member] - Settled Litigation [Member] - USD ($) $ in Millions | Oct. 19, 2015 | Jun. 27, 2015 |
Loss Contingencies | ||
Litigation settlement expense | $ 5 | |
Accrued litigation liability | 15.7 | |
Insurance receivable | $ 10.7 | |
Proceeds from insurance settlement | $ 10.7 |
Commitment and Contingencies 90
Commitment and Contingencies - Self-Isured Risk (Details) - USD ($) $ in Millions | 6 Months Ended | |
Jul. 01, 2017 | Dec. 31, 2016 | |
Loss Contingencies | ||
Accrued self-insurance liability | $ 72.6 | $ 71.3 |
Minimum | Domestic Product Liability and Auto, General Liability, Personal Injury and Workers Compensation | ||
Loss Contingencies | ||
Concentration risk, auto, employee and general liability | 3 | |
Minimum | Auto, General Liability, Personal Injury and Workers Compensation | ||
Loss Contingencies | ||
Concentration risk, auto, employee and general liability | 0.5 | |
Maximum | Domestic Product Liability and Auto, General Liability, Personal Injury and Workers Compensation | ||
Loss Contingencies | ||
Concentration risk, auto, employee and general liability | 250 | |
Maximum | Auto, General Liability, Personal Injury and Workers Compensation | ||
Loss Contingencies | ||
Concentration risk, auto, employee and general liability | $ 250 |
Commitment and Contingencies 91
Commitment and Contingencies - Performance Bond and Letter of Credit (Details) - USD ($) $ in Thousands | Jul. 01, 2017 | Dec. 31, 2016 |
Commitments and Contingencies Disclosure [Abstract] | ||
Self-insurance workers’ compensation | $ 21,072 | $ 18,514 |
Liability and other insurance | 14,932 | 15,884 |
Environmental | 14,186 | 14,086 |
Other | 13,951 | 14,070 |
Total performance and letter of credits | $ 64,141 | $ 62,554 |
Commitment and Contingencies 92
Commitment and Contingencies - Environmental Contingencies (Details) - USD ($) $ in Millions | 1 Months Ended | |||
Sep. 30, 2015 | Jul. 01, 2017 | Dec. 31, 2016 | Dec. 31, 2008 | |
Site Contingency [Line Items] | ||||
Environmental loss contingencies, current | $ 0.5 | $ 0.5 | ||
Environmental loss contingencies, non-current | 0.1 | $ 0 | ||
WADOE | ||||
Site Contingency [Line Items] | ||||
Environmental loss contingencies | $ 0.5 | |||
NRD | ||||
Site Contingency [Line Items] | ||||
Litigation settlement, amount | $ 1.2 | |||
Insurance covered litigation expense | $ 1 | |||
PaDEP | ||||
Site Contingency [Line Items] | ||||
Collateralized bond | $ 10.7 |
Employee Retirement and Pensi93
Employee Retirement and Pension Benefits (Details) - U.S Benefit Plan - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jul. 01, 2017 | Jun. 25, 2016 | Jul. 01, 2017 | Jun. 25, 2016 | |
Defined Benefit Plan, Net Periodic Benefit Cost | ||||
Service cost | $ 825 | $ 800 | $ 1,650 | $ 1,600 |
Interest cost | 3,350 | 4,100 | 6,700 | 8,200 |
Expected return on plan assets | (4,525) | (5,050) | (9,050) | (10,100) |
Amortization of net actuarial pension loss | 3,000 | 3,075 | 6,000 | 6,150 |
Pension benefit expense | $ 2,650 | $ 2,925 | $ 5,300 | $ 5,850 |
Supplemental Cash Flow Inform94
Supplemental Cash Flow Information (Details) - USD ($) $ in Thousands | 6 Months Ended | |
Jul. 01, 2017 | Jun. 25, 2016 | |
Non-cash Investing Activities: | ||
Property, equipment and intangibles purchased in accounts payable | $ 8,731 | $ 2,730 |
Property and equipment purchased for debt | 91 | 273 |
Customer accounts receivable converted to notes receivable | 229 | 464 |
Non-cash Financing Activities: | ||
Prepaid insurance funded through short-term debt borrowings | 0 | 2,954 |
Costs associated with initial public offering formerly capitalized in prepaid expenses | $ 5,857 | $ 0 |
Revision of Prior Period Fina95
Revision of Prior Period Financial Statements - Schedule of Adjustments to the Balance Sheet (Details) - USD ($) $ in Thousands | Jul. 01, 2017 | Dec. 31, 2016 | Jun. 25, 2016 |
Consolidated Balance Sheet: | |||
Accounts receivable | $ 491,367 | $ 407,170 | $ 472,913 |
Total current assets | 1,123,240 | 875,360 | 944,559 |
Deferred tax assets | 286,311 | 283,876 | 48,081 |
Intangible assets, net | 129,460 | 116,590 | |
Other assets | 57,869 | 63,547 | |
Total assets | 2,824,368 | 2,530,079 | 2,362,709 |
Accounts payable | 231,805 | 188,906 | 211,171 |
Accrued expenses and other current liabilities | 176,173 | 173,227 | 190,593 |
Total current liabilities | 562,107 | 512,832 | 571,663 |
Total liabilities | 2,021,172 | 2,323,123 | 2,025,161 |
Additional paid-in capital | 667,084 | 36,362 | 99,004 |
Retained earnings | 270,480 | 216,639 | (82,014) |
Total shareholders' equity | 803,196 | 55,999 | (144,389) |
Total liabilities, convertible preferred shares, and shareholders’ equity | $ 2,824,368 | 2,530,079 | 2,362,709 |
As Reported | |||
Consolidated Balance Sheet: | |||
Accounts receivable | 407,620 | 473,187 | |
Total current assets | 875,810 | 944,833 | |
Deferred tax assets | 268,965 | 55,007 | |
Intangible assets, net | 117,795 | ||
Other assets | 63,020 | ||
Total assets | 2,516,296 | 2,369,909 | |
Accounts payable | 210,798 | ||
Accrued expenses and other current liabilities | 173,521 | 191,144 | |
Total current liabilities | 513,126 | 571,841 | |
Total liabilities | 2,323,417 | 2,025,339 | |
Additional paid-in capital | 98,464 | ||
Retained earnings | 202,562 | (74,452) | |
Total shareholders' equity | 41,922 | (137,367) | |
Total liabilities, convertible preferred shares, and shareholders’ equity | 2,516,296 | 2,369,909 | |
Adjustment | |||
Consolidated Balance Sheet: | |||
Accounts receivable | (450) | (274) | |
Total current assets | (450) | (274) | |
Deferred tax assets | 14,911 | (6,926) | |
Intangible assets, net | (1,205) | ||
Other assets | 527 | ||
Total assets | 13,783 | (7,200) | |
Accounts payable | 373 | ||
Accrued expenses and other current liabilities | (294) | (551) | |
Total current liabilities | (294) | (178) | |
Total liabilities | (294) | (178) | |
Additional paid-in capital | 540 | ||
Retained earnings | 14,077 | (7,562) | |
Total shareholders' equity | 14,077 | (7,022) | |
Total liabilities, convertible preferred shares, and shareholders’ equity | $ 13,783 | $ (7,200) |
Revision of Prior Period Fina96
Revision of Prior Period Financial Statements - Schedule of Adjustments to Income Statement (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jul. 01, 2017 | Jun. 25, 2016 | Jul. 01, 2017 | Jun. 25, 2016 | |
Consolidated Statement of Operations: | ||||
Cost of sales | $ 712,998 | $ 752,457 | $ 1,374,814 | $ 1,390,881 |
Gross margin | 235,738 | 212,151 | 421,709 | 370,274 |
Selling, general and administrative | 151,464 | 141,062 | 298,543 | 273,054 |
Operating income | 83,720 | 68,970 | 121,410 | 92,120 |
Income before taxes, equity earnings and discontinued operations | 63,408 | 51,308 | 71,607 | 58,171 |
Income tax benefit | (17,703) | 15,713 | (19,955) | 13,616 |
Income from continuing operations, net of tax | 45,705 | 67,021 | 51,652 | 71,787 |
Equity earnings of non-consolidated entities | 1,073 | 487 | 1,554 | 1,252 |
Net income | 46,778 | 66,890 | 53,206 | 72,935 |
Net income (loss) attributable to common shareholders - basic | $ 46,778 | $ 15,188 | $ 42,744 | $ (5,173) |
Weighted average common shares outstanding | ||||
Weighted-average outstanding shares of common stock basic (shares) | 104,794,294 | 17,972,977 | 89,544,882 | 17,956,433 |
Weighted average shares diluted (shares) | 109,086,129 | 82,947,084 | 93,733,650 | 17,956,433 |
Income (loss) per share from continuing operations | ||||
Loss per share from continuing operations, basic (usd per share) | $ 0.45 | $ 0.88 | $ 0.48 | $ (0.28) |
Income (loss) per share from continuing operations, diluted (usd per share) | 0.43 | 0.82 | 0.46 | (0.28) |
Net income (loss) per share | ||||
Basic and diluted (usd per share) | 0.45 | 0.85 | 0.48 | (0.29) |
Net loss per share, basic (usd per share) | 0.45 | 0.85 | 0.48 | (0.29) |
Net loss per share, diluted (usd per share) | $ 0.43 | $ 0.81 | $ 0.46 | $ (0.29) |
As Reported | ||||
Consolidated Statement of Operations: | ||||
Cost of sales | $ 751,874 | $ 1,390,298 | ||
Gross margin | 212,734 | 370,857 | ||
Selling, general and administrative | 140,858 | 272,450 | ||
Operating income | 69,757 | 93,307 | ||
Income before taxes, equity earnings and discontinued operations | 52,095 | 59,358 | ||
Income tax benefit | 22,197 | 19,991 | ||
Income from continuing operations, net of tax | 74,292 | 79,349 | ||
Net income | 74,161 | 80,497 | ||
Net income (loss) attributable to common shareholders - basic | $ 22,459 | $ 2,389 | ||
Weighted average common shares outstanding | ||||
Weighted-average outstanding shares of common stock basic (shares) | 17,972,977 | 17,956,433 | ||
Weighted average shares diluted (shares) | 82,947,084 | 21,103,830 | ||
Income (loss) per share from continuing operations | ||||
Loss per share from continuing operations, basic (usd per share) | $ 1.28 | $ 0.14 | ||
Income (loss) per share from continuing operations, diluted (usd per share) | 0.91 | 0.12 | ||
Net income (loss) per share | ||||
Net loss per share, basic (usd per share) | 1.25 | 0.13 | ||
Net loss per share, diluted (usd per share) | $ 0.90 | $ 0.12 | ||
Adjustment | ||||
Consolidated Statement of Operations: | ||||
Cost of sales | $ 583 | $ 583 | ||
Gross margin | (583) | (583) | ||
Selling, general and administrative | 204 | 604 | ||
Operating income | (787) | (1,187) | ||
Income before taxes, equity earnings and discontinued operations | (787) | (1,187) | ||
Income tax benefit | (6,484) | (6,375) | ||
Income from continuing operations, net of tax | (7,271) | (7,562) | ||
Net income | (7,271) | (7,562) | ||
Net income (loss) attributable to common shareholders - basic | $ (7,271) | $ (7,562) | ||
Income (loss) per share from continuing operations | ||||
Loss per share from continuing operations, basic (usd per share) | $ (0.40) | $ (0.42) | ||
Income (loss) per share from continuing operations, diluted (usd per share) | (0.09) | (0.40) | ||
Net income (loss) per share | ||||
Net loss per share, basic (usd per share) | (0.40) | (0.42) | ||
Net loss per share, diluted (usd per share) | $ (0.09) | $ (0.41) |
Revision of Prior Period Fina97
Revision of Prior Period Financial Statements - Schedule of Adjustments to Reconciliation of pre-tax net income (loss) to Adjusted EBITDA (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jul. 01, 2017 | Jun. 25, 2016 | Jul. 01, 2017 | Jun. 25, 2016 | |
Segment Reporting, Other Significant Reconciling Item, Consolidated | ||||
Net income | $ 46,778 | $ 66,890 | $ 53,206 | $ 72,935 |
Equity earnings on non-consolidated entities | (1,073) | (487) | (1,554) | (1,252) |
Income tax (benefit) expense | 17,703 | (15,713) | 19,955 | (13,616) |
Depreciation and amortization | 25,990 | 26,357 | 53,052 | 52,049 |
Share-based compensation expense | 5,339 | 5,532 | 10,783 | 10,617 |
Adjusted EBITDA | $ 125,327 | 112,747 | $ 206,289 | 173,903 |
As Reported | ||||
Segment Reporting, Other Significant Reconciling Item, Consolidated | ||||
Net income | 74,161 | 80,497 | ||
Income tax (benefit) expense | (22,197) | (19,991) | ||
Share-based compensation expense | 5,392 | 10,077 | ||
Adjusted EBITDA | 113,394 | 174,550 | ||
Adjustment | ||||
Segment Reporting, Other Significant Reconciling Item, Consolidated | ||||
Net income | (7,271) | (7,562) | ||
Income tax (benefit) expense | 6,484 | 6,375 | ||
Share-based compensation expense | 140 | 540 | ||
Adjusted EBITDA | $ (647) | $ (647) |
Revision of Prior Period Fina98
Revision of Prior Period Financial Statements - Schedule of Adjustments to Segment Adjusted EBITDA (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jul. 01, 2017 | Jun. 25, 2016 | Jul. 01, 2017 | Jun. 25, 2016 | |
Segment Reporting Information, Profit (Loss) [Abstract] | ||||
Adjusted EBITDA | $ 125,327 | $ 112,747 | $ 206,289 | $ 173,903 |
As Reported | ||||
Segment Reporting Information, Profit (Loss) [Abstract] | ||||
Adjusted EBITDA | 113,394 | 174,550 | ||
Adjustment | ||||
Segment Reporting Information, Profit (Loss) [Abstract] | ||||
Adjusted EBITDA | (647) | (647) | ||
Operating Segments | ||||
Segment Reporting Information, Profit (Loss) [Abstract] | ||||
Adjusted EBITDA | 134,230 | 124,315 | 224,862 | 189,629 |
Operating Segments | As Reported | ||||
Segment Reporting Information, Profit (Loss) [Abstract] | ||||
Adjusted EBITDA | 124,315 | 189,629 | ||
Operating Segments | Adjustment | ||||
Segment Reporting Information, Profit (Loss) [Abstract] | ||||
Adjusted EBITDA | 0 | 0 | ||
Operating Segments | North America | ||||
Segment Reporting Information, Profit (Loss) [Abstract] | ||||
Adjusted EBITDA | 79,830 | 75,786 | 130,008 | 107,485 |
Operating Segments | North America | As Reported | ||||
Segment Reporting Information, Profit (Loss) [Abstract] | ||||
Adjusted EBITDA | 75,786 | 107,485 | ||
Operating Segments | North America | Adjustment | ||||
Segment Reporting Information, Profit (Loss) [Abstract] | ||||
Adjusted EBITDA | 0 | 0 | ||
Operating Segments | Europe | ||||
Segment Reporting Information, Profit (Loss) [Abstract] | ||||
Adjusted EBITDA | 37,065 | 34,290 | 64,270 | 58,986 |
Operating Segments | Europe | As Reported | ||||
Segment Reporting Information, Profit (Loss) [Abstract] | ||||
Adjusted EBITDA | 34,290 | 58,986 | ||
Operating Segments | Europe | Adjustment | ||||
Segment Reporting Information, Profit (Loss) [Abstract] | ||||
Adjusted EBITDA | 0 | 0 | ||
Operating Segments | Australasia | ||||
Segment Reporting Information, Profit (Loss) [Abstract] | ||||
Adjusted EBITDA | 17,335 | 14,239 | 30,584 | 23,158 |
Operating Segments | Australasia | As Reported | ||||
Segment Reporting Information, Profit (Loss) [Abstract] | ||||
Adjusted EBITDA | 14,239 | 23,158 | ||
Operating Segments | Australasia | Adjustment | ||||
Segment Reporting Information, Profit (Loss) [Abstract] | ||||
Adjusted EBITDA | 0 | 0 | ||
Corporate and Unallocated Costs | ||||
Segment Reporting Information, Profit (Loss) [Abstract] | ||||
Adjusted EBITDA | $ (8,903) | (11,568) | $ (18,573) | (15,726) |
Corporate and Unallocated Costs | As Reported | ||||
Segment Reporting Information, Profit (Loss) [Abstract] | ||||
Adjusted EBITDA | (10,921) | (15,079) | ||
Corporate and Unallocated Costs | Adjustment | ||||
Segment Reporting Information, Profit (Loss) [Abstract] | ||||
Adjusted EBITDA | $ (647) | $ (647) |