Cover
Cover - shares | 9 Months Ended | |
Sep. 25, 2021 | Oct. 28, 2021 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Sep. 25, 2021 | |
Document Transition Report | false | |
Entity File Number | 001-38000 | |
Entity Registrant Name | JELD-WEN Holding, Inc. | |
Entity Incorporation, State | DE | |
Entity Tax Identification Number | 93-1273278 | |
Entity Address, Street Name | 2645 Silver Crescent Drive | |
Entity Address, City | Charlotte | |
Entity Address, State | NC | |
Entity Address, Postal Zip Code | 28273 | |
City Area Code | 704 | |
Local Phone Number | 378-5700 | |
Title of each class | Common Stock (par value $0.01 per share) | |
Trading Symbol | JELD | |
Security Exchange Name | NYSE | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 91,623,918 | |
Entity Central Index Key | 0001674335 | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | Q3 | |
Current Fiscal Year End Date | --12-31 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 25, 2021 | Sep. 26, 2020 | Sep. 25, 2021 | Sep. 26, 2020 | |
Income Statement [Abstract] | ||||
Net revenues | $ 1,146,585 | $ 1,112,866 | $ 3,484,783 | $ 3,084,399 |
Cost of sales | 918,513 | 867,972 | 2,728,855 | 2,426,465 |
Gross margin | 228,072 | 244,894 | 755,928 | 657,934 |
Selling, general and administrative | 173,774 | 181,963 | 554,019 | 520,874 |
Impairment and restructuring charges | 576 | 1,319 | 2,648 | 10,130 |
Operating income | 53,722 | 61,612 | 199,261 | 126,930 |
Interest expense, net | 19,377 | 18,784 | 56,692 | 54,464 |
Other (income) expense | (3,251) | 1,379 | (13,940) | (3,450) |
Income before taxes | 37,596 | 41,449 | 156,509 | 75,916 |
Income tax (benefit) expense | (2,946) | 15,969 | 29,772 | 27,569 |
Net income | $ 40,542 | $ 25,480 | $ 126,737 | $ 48,347 |
Weighted average common shares outstanding: | ||||
Basic (in shares) | 95,783,839 | 100,609,593 | 98,562,479 | 100,587,734 |
Diluted (in shares) | 97,823,658 | 101,778,952 | 100,631,125 | 101,440,963 |
Net income per share | ||||
Basic (usd per share) | $ 0.42 | $ 0.25 | $ 1.29 | $ 0.48 |
Diluted (usd per share) | $ 0.41 | $ 0.25 | $ 1.26 | $ 0.48 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income (Loss) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 25, 2021 | Sep. 26, 2020 | Sep. 25, 2021 | Sep. 26, 2020 | |
Statement of Comprehensive Income [Abstract] | ||||
Net income | $ 40,542 | $ 25,480 | $ 126,737 | $ 48,347 |
Other comprehensive income (loss), net of tax: | ||||
Foreign currency translation adjustments, net of tax benefit of ($2,000), $0, ($1,987), and $0, respectively | (26,895) | 32,879 | (54,600) | 29,136 |
Interest rate hedge adjustments, net of tax expense (benefit) of $22, ($88), $508, and ($518), respectively | 64 | (249) | 1,502 | (1,505) |
Defined benefit pension plans, net of tax expense of $550, $730, $2,033, and $2,423, respectively | 2,003 | 688 | 5,528 | 3,535 |
Total other comprehensive (loss) income, net of tax | (24,828) | 33,318 | (47,570) | 31,166 |
Comprehensive income | $ 15,714 | $ 58,798 | $ 79,167 | $ 79,513 |
Consolidated Statements of Co_2
Consolidated Statements of Comprehensive Income (Loss) (Parentheticals) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 25, 2021 | Sep. 26, 2020 | Sep. 25, 2021 | Sep. 26, 2020 | |
Statement of Comprehensive Income [Abstract] | ||||
Foreign currency translation adjustments, tax (benefit) | $ (2,000) | $ 0 | $ (1,987) | $ 0 |
Interest rate hedge adjustments, tax (benefit) | 22 | (88) | 508 | (518) |
Defined benefit plan, after reclassification adjustment, tax (benefit) | $ 550 | $ 730 | $ 2,033 | $ 2,423 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Sep. 25, 2021 | Dec. 31, 2020 |
Current assets | ||
Cash and cash equivalents | $ 443,851 | $ 735,820 |
Restricted cash | 1,074 | 774 |
Accounts receivable, net | 590,769 | 477,472 |
Inventories | 601,941 | 512,228 |
Other current assets | 58,089 | 34,359 |
Total current assets | 1,695,724 | 1,760,653 |
Property and equipment, net | 834,688 | 872,585 |
Deferred tax assets | 200,753 | 199,194 |
Goodwill | 621,504 | 639,867 |
Intangible assets, net | 232,858 | 246,055 |
Operating lease assets, net | 211,283 | 214,727 |
Other assets | 29,737 | 31,604 |
Total assets | 3,826,547 | 3,964,685 |
Current liabilities | ||
Accounts payable | 354,131 | 269,891 |
Accrued payroll and benefits | 172,673 | 151,742 |
Accrued expenses and other current liabilities | 365,848 | 379,289 |
Current maturities of long-term debt | 45,519 | 66,702 |
Total current liabilities | 938,171 | 867,624 |
Long-term debt | 1,670,040 | 1,701,340 |
Unfunded pension liability | 107,060 | 115,077 |
Operating lease liability | 175,373 | 177,491 |
Deferred credits and other liabilities | 97,800 | 91,368 |
Deferred tax liabilities | 7,679 | 7,321 |
Total liabilities | 2,996,123 | 2,960,221 |
Commitments and contingencies | ||
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, 91,621,565 shares outstanding as of September 25, 2021; 900,000,000 shares authorized, par value $0.01 per share, 100,806,068 shares outstanding as of December 31, 2020 | 916 | 1,008 |
Additional paid-in capital | 715,463 | 690,687 |
Retained earnings | 220,308 | 371,462 |
Accumulated other comprehensive loss | (106,263) | (58,693) |
Total shareholders’ equity | 830,424 | 1,004,464 |
Total liabilities and shareholders’ equity | $ 3,826,547 | $ 3,964,685 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parentheticals) - $ / shares | Sep. 25, 2021 | Dec. 31, 2020 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value (usd per share) | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized (in shares) | 90,000,000 | 90,000,000 |
Preferred stock, shares issued (in shares) | 0 | 0 |
Preferred stock, shares outstanding (in shares) | 0 | 0 |
Common stock, shares authorized (in shares) | 900,000,000 | 900,000,000 |
Common stock, par value (usd per share) | $ 0.01 | $ 0.01 |
Common stock, shares outstanding (in shares) | 91,621,565 | 100,806,068 |
Consolidated Statements of Equi
Consolidated Statements of Equity - USD ($) $ in Thousands | Total | Preferred stock | Common stock | Additional paid-in capital | Other additional paid in capital | Other additional paid in capitalEmployee stock notes | Retained earnings | Retained earningsCumulative Effect, Period of Adoption, Adjustment | Accumulated other comprehensive income (loss) | Foreign currency adjustments | Unrealized gain (loss) on interest rate hedges | Net actuarial pension gain |
Balance at period end (in shares) at Sep. 26, 2020 | 100,662,383 | |||||||||||
Balance at beginning of period at Dec. 31, 2019 | $ 0 | $ 1,007 | $ 672,445 | $ (673) | $ 290,583 | $ (5,710) | $ (151,275) | |||||
Increase (Decrease) in Stockholders' Equity | ||||||||||||
Shares issued for exercise/vesting of share-based compensation awards (in shares) | 284,265 | |||||||||||
Shares issued for exercise/vesting of share-based compensation awards | $ 4 | 1,218 | ||||||||||
Shares repurchased (in shares) | (265,589) | |||||||||||
Shares repurchased | $ (3) | (4,997) | ||||||||||
Shares surrendered for tax obligations for employee share-based transactions (in shares) | (24,296) | |||||||||||
Shares surrendered for tax obligations for employee share-based transactions | $ (1) | (464) | ||||||||||
Amortization of share-based compensation | 11,663 | |||||||||||
Net issuances, payments and accrued interest on notes | 0 | |||||||||||
Net income | $ 48,347 | 48,347 | ||||||||||
Foreign currency adjustments | 29,136 | $ 29,136 | ||||||||||
Unrealized gain (loss) on interest rate hedges | (1,505) | $ (1,505) | ||||||||||
Net actuarial pension gain | 3,535 | $ 3,535 | ||||||||||
Balance at beginning of period (in shares) at Dec. 31, 2019 | 0 | 100,668,003 | ||||||||||
Balance at end of period at Sep. 26, 2020 | 893,310 | $ 1,007 | $ 684,189 | 684,862 | (673) | 328,223 | (120,109) | |||||
Balance at period end (in shares) at Sep. 26, 2020 | 100,662,383 | |||||||||||
Balance at beginning of period at Jun. 27, 2020 | $ 0 | $ 1,005 | 680,954 | (673) | 302,743 | (153,427) | ||||||
Increase (Decrease) in Stockholders' Equity | ||||||||||||
Shares issued for exercise/vesting of share-based compensation awards (in shares) | 109,125 | |||||||||||
Shares issued for exercise/vesting of share-based compensation awards | $ 2 | 1,141 | ||||||||||
Shares repurchased (in shares) | 0 | |||||||||||
Shares repurchased | $ 0 | 0 | ||||||||||
Amortization of share-based compensation | 2,767 | |||||||||||
Net issuances, payments and accrued interest on notes | 0 | |||||||||||
Net income | 25,480 | 25,480 | ||||||||||
Foreign currency adjustments | 32,879 | 32,879 | ||||||||||
Unrealized gain (loss) on interest rate hedges | (249) | (249) | ||||||||||
Net actuarial pension gain | 688 | 688 | ||||||||||
Balance at beginning of period (in shares) at Jun. 27, 2020 | 0 | 100,553,258 | ||||||||||
Balance at end of period at Sep. 26, 2020 | 893,310 | $ 1,007 | 684,189 | 684,862 | (673) | 328,223 | (120,109) | |||||
Balance at period end (in shares) at Sep. 25, 2021 | 91,621,565 | |||||||||||
Balance at beginning of period at Dec. 31, 2020 | 1,004,464 | $ 0 | $ 1,008 | 691,360 | (673) | 371,462 | (58,693) | |||||
Increase (Decrease) in Stockholders' Equity | ||||||||||||
Shares issued for exercise/vesting of share-based compensation awards (in shares) | 612,760 | |||||||||||
Shares issued for exercise/vesting of share-based compensation awards | $ 6 | 5,344 | ||||||||||
Shares repurchased (in shares) | (9,749,810) | |||||||||||
Shares repurchased | $ (97) | (277,891) | ||||||||||
Shares surrendered for tax obligations for employee share-based transactions (in shares) | (47,453) | |||||||||||
Shares surrendered for tax obligations for employee share-based transactions | $ (1) | (1,277) | ||||||||||
Amortization of share-based compensation | 20,709 | |||||||||||
Net issuances, payments and accrued interest on notes | 0 | |||||||||||
Net income | 126,737 | 126,737 | ||||||||||
Foreign currency adjustments | (54,600) | (54,600) | ||||||||||
Unrealized gain (loss) on interest rate hedges | 1,502 | 1,502 | ||||||||||
Net actuarial pension gain | 5,528 | 5,528 | ||||||||||
Balance at beginning of period (in shares) at Dec. 31, 2020 | 0 | 100,806,068 | ||||||||||
Balance at end of period at Sep. 25, 2021 | 830,424 | $ 916 | 715,463 | 716,136 | (673) | 220,308 | (106,263) | |||||
Balance at period end (in shares) at Sep. 25, 2021 | 91,621,565 | |||||||||||
Balance at beginning of period at Jun. 26, 2021 | $ 0 | $ 991 | 706,787 | (673) | 400,783 | (81,435) | ||||||
Increase (Decrease) in Stockholders' Equity | ||||||||||||
Shares issued for exercise/vesting of share-based compensation awards (in shares) | 251,952 | |||||||||||
Shares issued for exercise/vesting of share-based compensation awards | $ 2 | 3,021 | ||||||||||
Shares repurchased (in shares) | (7,762,169) | |||||||||||
Shares repurchased | $ (77) | (221,017) | ||||||||||
Amortization of share-based compensation | 6,328 | |||||||||||
Net issuances, payments and accrued interest on notes | 0 | |||||||||||
Net income | 40,542 | 40,542 | ||||||||||
Foreign currency adjustments | (26,895) | $ (26,895) | ||||||||||
Unrealized gain (loss) on interest rate hedges | 64 | $ 64 | ||||||||||
Net actuarial pension gain | 2,003 | $ 2,003 | ||||||||||
Balance at beginning of period (in shares) at Jun. 26, 2021 | 0 | 99,131,782 | ||||||||||
Balance at end of period at Sep. 25, 2021 | $ 830,424 | $ 916 | $ 715,463 | $ 716,136 | $ (673) | $ 220,308 | $ (106,263) |
Consolidated Statements of Eq_2
Consolidated Statements of Equity (Parenthetical) - $ / shares | Sep. 25, 2021 | Dec. 31, 2020 | Sep. 26, 2020 |
Statement of Stockholders' Equity [Abstract] | |||
Preferred stock, par value (usd per share) | $ 0.01 | $ 0.01 | $ 0.01 |
Common stock, par value (usd per share) | $ 0.01 | $ 0.01 | $ 0.01 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 25, 2021 | Sep. 26, 2020 | |
OPERATING ACTIVITIES | ||
Net income | $ 126,737 | $ 48,347 |
Adjustments to reconcile net income to cash used in operating activities: | ||
Depreciation and amortization | 103,336 | 99,755 |
Deferred income taxes | (2,701) | (1,844) |
Loss (gain) on sale or disposal of business units, property, and equipment | 923 | (2,697) |
Adjustment to carrying value of assets | 1,916 | 5,675 |
Amortization of deferred financing costs | 2,296 | 1,890 |
Loss on extinguishment of debt | 1,001 | 0 |
Stock-based compensation | 20,709 | 11,662 |
Contributions to U.S. pension plan | 0 | (4,399) |
Amortization of U.S. pension expense | 6,975 | 5,175 |
Other items, net | (4,335) | 20,034 |
Net change in operating assets and liabilities, net of effect of acquisitions: | ||
Accounts receivable | (123,860) | (97,179) |
Inventories | (98,790) | (2,045) |
Other assets | (14,683) | (3,668) |
Accounts payable and accrued expenses | 114,109 | 114,748 |
Change in short term and long-term tax liabilities | 1,651 | 15,127 |
Net cash provided by operating activities | 135,284 | 210,581 |
INVESTING ACTIVITIES | ||
Purchases of property and equipment | (59,155) | (50,628) |
Proceeds from sale of business units, property and equipment | 3,141 | 9,248 |
Purchase of intangible assets | (14,576) | (16,268) |
Cash received for notes receivable | 2,132 | 538 |
Net cash used in investing activities | (68,458) | (57,110) |
FINANCING ACTIVITIES | ||
Change in long-term debt | (72,243) | 221,642 |
Common stock issued for exercise of options | 5,350 | 1,222 |
Common stock repurchased | (277,988) | (5,000) |
Payments to tax authorities for employee share-based compensation | (1,278) | (756) |
Net cash (used in) provided by financing activities | (346,159) | 217,108 |
Effect of foreign currency exchange rates on cash | (12,336) | 6,156 |
Net (decrease) increase in cash and cash equivalents | (291,669) | 376,735 |
Cash, cash equivalents and restricted cash, beginning | 736,594 | 229,876 |
Cash, cash equivalents and restricted cash, ending | $ 444,925 | $ 606,611 |
Description of Company and Summ
Description of Company and Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 25, 2021 | |
Accounting Policies [Abstract] | |
Description of Company and Summary of Significant Accounting Policies | Description of Company and Summary of Significant Accounting Policies Nature of Business – JELD-WEN Holding, Inc., along with its subsidiaries, is a vertically integrated global manufacturer and distributor of windows, doors, and other building products 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 “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, and Mexico. 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. 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 corresponds 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 areas of our geographic end markets. Basis of Presentation – The accompanying unaudited consolidated financial statements as of September 25, 2021 and for the three and nine months ended September 25, 2021 and September 26, 2020, respectively, have been prepared in accordance with GAAP for interim financial information and pursuant to the rules and regulations of the SEC. In the opinion of management, the unaudited consolidated financial statements have been prepared on the same basis as the audited financial statements and include all adjustments, consisting only of normal recurring adjustments, necessary for the fair statement of the Company’s financial position for the periods presented. The results for the three and nine months ended September 25, 2021 are not necessarily indicative of the results to be expected for the year ending December 31, 2021, or any other period. The accompanying consolidated balance sheet as of December 31, 2020 was derived from audited financial statements included in the Company’s Form 10-K. The accompanying consolidated financial statements do not include all of the information and footnotes required by GAAP for annual financial statements. Accordingly, they should be read in conjunction with the audited financial statements and notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2020. All U.S. dollar and other currency amounts, except per share amounts, are presented in thousands unless otherwise noted. Ownership – As of December 31, 2020, Onex owned approximately 33% of the outstanding shares of our Common Stock. On March 1, 2021, May 10, 2021, and August 16, 2021, Onex exercised its rights under its Registration Rights Agreement and requested the registration for resale of 8,000,000, 10,000,000, 14,883,094 shares of our Common Stock, respectively, in underwritten public offerings (the “Secondary Offerings”), and as provided under the terms of the Registration Rights Agreement, we were responsible for all related fees and expenses except for the underwriters’ discounts and commissions, which were paid by Onex. The Secondary Offerings were completed on March 3, 2021, May 13, 2021, and August 18, 2021. After the Secondary Offerings, Onex held approximately 25%, 15%, and 0% of our outstanding shares of Common Stock, respectively. In addition, in connection with the Secondary Offerings, the Company purchased from the underwriter 800,000, 1,000,000, and 7,017,543 of the aggregate shares of our Common Stock that were the subject of the Secondary Offerings at a price per share of $28.61, $28.80, and $28.50, respectively, which is the price at which the underwriter purchased the shares from Onex in the Secondary Offerings. Fiscal Year – We operate on a fiscal calendar year, and each interim quarter 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 – The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates, assumptions, and allocations that affect amounts reported in the 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. COVID-19 – The CARES Act in the U.S. and similar legislation in other jurisdictions includes measures that assist companies in responding to the COVID-19 pandemic. These measures consisted primarily of cash assistance to support employment levels and deferment of remittance of certain non-income tax expense payments. The most significant impact was the CARES Act in the U.S., which included a provision that allows employers to defer the remittance of the employer portion of the social security tax. The deferred employment tax must be paid over two years, with half of the amount required to be paid by December 31, 2021 and the other half by December 31, 2022. For the year ended December 31, 2020, the Company deferred $20.9 million of the employer portion of social security tax. As of September 25, 2021 and December 31, 2020, $10.4 million is included in accrued payroll and benefits and the remaining is included in deferred credits and other liabilities and in the consolidated balance sheet. For our Europe and Australasia regions, the deferrals totaled approximately $3.7 million and $1.0 million, respectively, at September 25, 2021 and $11.5 million and $1.8 million, respectively at December 31, 2020. The impact of the CARES Act and similar legislation in prospective periods may differ from our estimates as of September 25, 2021 due to changes in interpretations and assumptions, guidance that may be issued, and actions we may take in respect to these measures. The CARES Act and similar legislation in other jurisdictions are highly detailed and we will continue to assess the impact that various provisions will have on our business. Recently Adopted Accounting Standards – In December 2019, the FASB issued ASU No. 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes , which removes certain exceptions to the general principles of ASC 740, including, but not limited to, accounting relating to intraperiod tax allocations, deferred tax liabilities related to outside basis differences, and year to date losses in interim periods. This guidance is effective for fiscal years beginning after December 15, 2020. We adopted this standard in the first quarter of 2021 and the adoption did not have an impact on our unaudited consolidated financial statements as of the date of adoption. In March 2020, the FASB issued ASU No. 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting , which provides optional expedients and exceptions for applying U.S. GAAP to contracts, hedging relationships, and other transactions affected by the discontinuation of LIBOR or by another reference rate expected to be discontinued. In January 2021, the FASB issued ASU No. 2021-01, Reference Rate Reform (Topic 848): Scope , to clarify the scope of ASU No. 2020-04. The amendments are effective for all entities as of March 12, 2020 through December 31, 2022. In May 2020, we elected the expedient within ASC 848 which allows us to assume that our hedged interest payments are probable of occurring regardless of any expected modifications in their terms related to reference rate return. In addition, ASC 848 allows for the option to change the method of assessing effectiveness upon a change in critical terms of the derivative or the hedged transactions and upon the end of relief under ASC 848. At this time, we have elected to continue the method of assessing effectiveness as documented in the original hedge documentation and apply the practical expedients related to probability to assume that the reference rate on the hypothetical derivative matches the reference rate on the hedging instrument. We plan to evaluate the remaining expedients for adoption, as applicable, when contracts are modified. We currently do not expect this guidance to have a significant impact on our consolidated financial statements. Refer to Note 17 – Derivative Financial Instruments for additional disclosure information relating to our hedging activity. We have considered the applicability and impact of all ASUs. We have assessed ASUs not listed above and have determined that they were either not applicable or were not expected to have a material impact on our financial statements. |
Accounts Receivable
Accounts Receivable | 9 Months Ended |
Sep. 25, 2021 | |
Receivables [Abstract] | |
Accounts Receivable | Accounts ReceivableWe 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 assess the credit risk relating to our accounts receivable based on quantitative and qualitative factors, primarily historical credit collections within each region where we have operations. 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 collateralized by inventory or other collateral. At September 25, 2021 and December 31, 2020, we had an allowance for doubtful accounts of $13.1 million and $12.9 million, respectively. |
Inventories
Inventories | 9 Months Ended |
Sep. 25, 2021 | |
Inventory Disclosure [Abstract] | |
Inventories | Inventories Inventories are stated at the lower of cost or net realizable value. Finished goods and work-in-process inventories include material, labor, and manufacturing overhead costs. (amounts in thousands) September 25, 2021 December 31, 2020 Raw materials $ 442,772 $ 382,698 Work in process 41,564 35,712 Finished goods 117,605 93,818 Total inventories $ 601,941 $ 512,228 |
Property and Equipment, Net
Property and Equipment, Net | 9 Months Ended |
Sep. 25, 2021 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment, Net | Property and Equipment, Net (amounts in thousands) September 25, 2021 December 31, 2020 Property and equipment $ 2,225,587 $ 2,222,008 Accumulated depreciation (1,390,899) (1,349,423) Total property and equipment, net $ 834,688 $ 872,585 We recorded impairment charges of $0.7 million and $1.8 million for the three and nine months ended September 25, 2021, respectively. We recorded impairment charges of $0.6 million and $2.1 million for the three and nine months ended September 26, 2020, respectively. Depreciation expense was recorded as follows: Three Months Ended Nine Months Ended (amounts in thousands) September 25, 2021 September 26, 2020 September 25, 2021 September 26, 2020 Cost of sales $ 22,777 $ 22,242 $ 69,020 $ 65,767 Selling, general and administrative 2,150 2,586 6,944 7,254 Total depreciation expense $ 24,927 $ 24,828 $ 75,964 $ 73,021 |
Goodwill
Goodwill | 9 Months Ended |
Sep. 25, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill | Goodwill The following table summarizes the changes in goodwill by reportable segment: (amounts in thousands) North Europe Australasia Total Balance as of December 31, 2020 $ 247,650 $ 303,397 $ 88,820 $ 639,867 Currency translation 37 (13,858) (4,542) (18,363) Balance as of September 25, 2021 $ 247,687 $ 289,539 $ 84,278 $ 621,504 |
Intangible Assets, Net
Intangible Assets, Net | 9 Months Ended |
Sep. 25, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets, Net | Intangible Assets, Net The cost and accumulated amortization values of our intangible assets were as follows: September 25, 2021 (amounts in thousands) Cost Accumulated Net Customer relationships and agreements $ 150,750 $ (74,522) $ 76,228 Software 119,197 (33,664) 85,533 Trademarks and trade names 58,854 (11,508) 47,346 Patents, licenses and rights 46,595 (22,844) 23,751 Total amortizable intangibles $ 375,396 $ (142,538) $ 232,858 December 31, 2020 (amounts in thousands) Cost Accumulated Net Customer relationships and agreements $ 155,006 $ (68,186) $ 86,820 Software 106,697 (26,801) 79,896 Trademarks and trade names 60,699 (9,821) 50,878 Patents, licenses and rights 48,759 (20,298) 28,461 Total amortizable intangibles $ 371,161 $ (125,106) $ 246,055 Through September 25, 2021, we have capitalized software costs of $88.7 million related to the application development stage of our global ERP system implementation, including $12.7 million during the nine months ended September 25, 2021. In March 2020, we impaired $3.4 million of capitalized software within impairment and restructuring charges in the accompanying unaudited consolidated statements of operations due to delays in implementation of certain ERP modules and the uncertainty of its future. In the third quarter of 2020, we reduced the estimated useful life of our initial ERP instance from 15 years to 10 years to align with our current plans for our future global ERP system. In the fourth quarter of 2020, we placed in service and began amortizing our current global ERP instance over its estimated useful life of 10 years. As of September 25, 2021, we have placed $79.8 million in service and are amortizing the cost of our global ERP system over its estimated useful life. Intangible assets are reviewed for impairment whenever events or changes in circumstances indicate the carrying amount of such assets may not be recoverable. Intangible assets that become fully amortized are removed from the accounts in the period that they become fully amortized. Amortization expense was recorded as follows: Three Months Ended Nine Months Ended (amounts in thousands) September 25, 2021 September 26, 2020 September 25, 2021 September 26, 2020 Amortization expense $ 8,373 $ 7,098 $ 24,727 $ 20,345 |
Accrued Expenses and Other Curr
Accrued Expenses and Other Current Liabilities | 9 Months Ended |
Sep. 25, 2021 | |
Payables and Accruals [Abstract] | |
Accrued Expenses and Other Current Liabilities | Accrued Expenses and Other Current Liabilities (amounts in thousands) September 25, December 31, 2020 Accrued sales and advertising rebates $ 91,181 $ 87,030 Legal claims provision 68,453 108,629 Current portion of operating lease liability 44,865 44,319 Non-income related taxes 35,782 31,436 Accrued expenses 28,720 15,751 Current portion of warranty liability (Note 8) 22,545 21,766 Accrued freight 20,692 18,967 Accrued interest payable 17,411 3,681 Deferred revenue 13,715 13,453 Current portion of accrued claim costs relating to self-insurance programs 11,964 11,882 Accrued income taxes payable 7,041 11,224 Current portion of derivative liability (Note 17) 3,077 9,778 Current portion of restructuring accrual (Note 15) 402 1,373 Total accrued expenses and other current liabilities $ 365,848 $ 379,289 The legal claims provision relates primarily to contingencies associated with the ongoing legal matters disclosed in Note 19 – Commitments and Contingencies . The accrued sales and advertising rebates, accrued interest payable, accrued freight, and non-income related taxes can fluctuate significantly period-over-period due to timing of payments. |
Warranty Liability
Warranty Liability | 9 Months Ended |
Sep. 25, 2021 | |
Product Warranties Disclosures [Abstract] | |
Warranty Liability | Warranty Liability Warranty terms vary from one year to lifetime on certain window and door components. Warranties are normally limited to servicing or replacing defective components for the original customer. Product defects arising within six months of sale are classified as manufacturing defects and are not included in the current period expense below. Some warranties are transferable to subsequent owners and are either limited to 10 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 is periodically adjusted to reflect actual experience. An analysis of our warranty liability is as follows: (amounts in thousands) September 25, 2021 September 26, 2020 Balance as of January 1 $ 52,296 $ 49,716 Current period charges 21,143 16,793 Experience adjustments 3,306 1,831 Payments (23,327) (17,162) Currency translation (203) (145) Balance at period end 53,215 51,033 Current portion (22,545) (20,763) Long-term portion $ 30,670 $ 30,270 |
Long-Term Debt
Long-Term Debt | 9 Months Ended |
Sep. 25, 2021 | |
Debt Disclosure [Abstract] | |
Long-Term Debt | Long-Term Debt Our long-term debt, net of original issue discount and unamortized debt issuance costs, consisted of the following: September 25, 2021 September 25, 2021 December 31, 2020 (amounts in thousands) Interest Rate Senior Secured Notes and Senior Notes 4.63% - 6.25% $ 1,050,000 $ 1,050,000 Term loans 1.30% - 2.33% 550,400 588,881 Finance leases and other financing arrangements 1.15% - 5.95% 103,890 113,174 Mortgage notes 1.65% 26,759 29,296 Total Debt 1,731,049 1,781,351 Unamortized debt issuance costs and original issue discounts (15,490) (13,309) Current maturities of long-term debt (45,519) (66,702) Long-term debt $ 1,670,040 $ 1,701,340 Summaries of our significant changes to outstanding debt agreements as of September 25, 2021 are as follows: Senior Secured Notes and Senior Notes In May 2020, we issued $250.0 million of Senior Secured Notes bearing interest at 6.25% and maturing in May 2025 in a private placement for resale to qualified institutional buyers pursuant to Rule 144A under the Securities Act. The proceeds were net of fees and expenses associated with debt issuance, including an underwriting fee of 1.25%. Interest is payable semiannually, in arrears, each May and November through maturity, which began November 2020. In December 2017, we issued $800.0 million of unsecured Senior Notes in two tranches: $400.0 million bearing interest at 4.63% and maturing in December 2025, and $400.0 million bearing interest at 4.88% and maturing in December 2027 in a private placement for resale to qualified institutional buyers pursuant to Rule 144A under the Securities Act. Term Loans U.S. Facility - In December 2017, along with the issuance of the Senior Notes, we re-priced and amended the facility, which resulted in a principal balance of $440.0 million. These re-priced term loans were offered at par and bore interest at the rate of LIBOR (subject to a floor of 0.00%) plus a margin of 1.75% to 2.00%, determined by our corporate credit ratings. This amendment also modified other terms and provisions, including providing for additional covenant flexibility and additional capacity under the facility. In February 2019, we purchased interest rate caps in order to effectively fix a 3.0% per annum ceiling on the LIBOR component of an aggregate $150.0 million of our term loans. The caps became effective March 2019 and expire December 2021. In September 2019, we amended the Term Loan Facility to provide for an incremental aggregate principal amount of $125.0 million and used the proceeds primarily to repay $115.0 million of outstanding borrowings under the ABL Facility. The proceeds were net of the original issue discount of 0.5%, or $0.6 million, as well as $0.6 million in fees and expenses associated with the debt issuance. This amendment required that approximately $1.4 million of the aggregate principal amount be repaid quarterly until the maturity date. In July 2021, we amended the Term Loan Facility to, among other things, extend the maturity date from December 2024 to July 2028 and provide additional covenant flexibility. Pursuant to the amendment, certain existing and new lenders advanced $550.0 million of replacement term loans, the proceeds of which were used to prepay in full the amount outstanding under the existing term loans. The replacement term loans bear interest at LIBOR (subject to a floor of 0.00%) plus a margin of 2.00% to 2.25% depending on JWI’s corporate credit ratings. In addition, the amendment also modifies certain other terms and provisions of the Term Loan Facility. Voluntary prepayments of the replacement term loans are permitted at any time, in certain minimum principal amounts, but are subject to a 1.00% premium during the first six months. As a result of this amendment, we recognized debt extinguishment costs of $1.3 million, which included $1.0 million of unamortized debt issuance costs and original discount fees. As of the date of the amendment, the outstanding principal balance, net of original issue discount, was $548.6 million. As of September 25, 2021, the outstanding principal balance, net of original issue discount, was $548.6 million. In May 2020, we entered into interest rate swap agreements with a weighted average fixed rate of 0.395% paid against one-month LIBOR floored at 0.00% with outstanding notional amounts aggregating to $370.0 million corresponding to that amount of the debt outstanding under our Term Loan Facility. The interest rate swap agreements are designated as cash flow hedges of a portion of the interest obligations on our Term Loan Facility borrowings and mature in December 2023. See Note 17 – Derivative Financial Instruments for additional information on our derivative assets and liabilities. Australia Facility - In June 2019, we reallocated AUD 5.0 million from the term loan commitment to the interchangeable commitment of the Australia Senior Secured Credit Facility. The amended AUD 50.0 million floating rate term loan facility, bore interest at a base rate of BBSY plus a margin ranging from 1.00% to 1.10%, and included a line fee of 1.25% on the commitment amount and was set to mature in February 2023. During the second quarter of 2021, we repaid the outstanding principal balance of AUD 50.0 million ($38.4 million) and terminated the term loan commitment. There are no additional borrowings permitted under this facility. Both the term loan and non-term loan portions of the Australia Senior Secured Credit Facility are or were secured by guarantees of JWA and its subsidiaries, fixed and floating charges on the assets of JWA group, and mortgages on certain real properties owned by the JWA group. The combined agreement requires that JWA maintain certain financial ratios, including a minimum consolidated interest coverage ratio and a maximum consolidated debt to EBITDA ratio. The agreement limits dividends and repayments of intercompany loans where the JWA group is the borrower and limits acquisitions without the bank’s consent. Revolving Credit Facilities ABL Facility - In December 2019, we amended the ABL facility, at the time a $400.0 million asset-based loan revolving credit facility which would have matured in December 2022, which did not have a financial impact. This facility previously bore interest primarily at LIBOR (subject to a floor of 0.00%) plus a margin of 1.25% to 1.75%, determined by availability. Extensions of credit are limited by a borrowing base calculated based on specified percentages of the value of eligible accounts receivable and inventory, subject to certain reserves and other adjustments. We pay a fee of 0.25% on the unused portion of the commitments. The ABL Facility has a minimum fixed charge coverage ratio that we are obligated to comply with under certain circumstances. The ABL Facility has various non-financial covenants, including restrictions on liens, indebtedness, dividends, customary representations and warranties, and share repurchases, as well as customary events of default and remedies. In March 2020, we drew $100.0 million under our ABL Facility as a precautionary measure to ensure funding of our seasonal working capital cash requirements given the significant impact of the COVID-19 pandemic on global financial markets and economies. In May 2020, we utilized a portion of the proceeds received from our issuance of the $250.0 million of Senior Secured Notes to repay the outstanding balance on our ABL Facility. In the fourth quarter of 2020, we began to include the accounts receivable and inventory balances of certain recently acquired U.S. businesses in determining our availability, which expanded our borrowing base. In July 2021, we amended the ABL Facility to, among other things, extend the maturity date from December 2022 to July 2026, increase the aggregate commitment to $500.0 million, amend the interest rate grid applicable to the loans thereunder, provide additional covenant flexibility, and conform certain terms and provisions to the Term Loan Facility. Pursuant to the amendment, the amount allocated to U.S. borrowers was increased to $465.0 million. The amount that could be allocated to Canadian borrowers was maintained at $35.0 million. Borrowings under the ABL Facility bear, at the borrower’s option, interest at either a base rate plus a margin of 0.25% to 0.50% depending on excess availability or LIBOR plus a margin of 1.25% to 1.50% depending on excess availability. As of September 25, 2021, we had no outstanding borrowings, $36.5 million in letters of credit and $372.2 million available under the ABL Facility. Australia Senior Secured Credit Facility - In June 2019, we amended the Australia Senior Secured Credit Facility, reallocating availability from the Australia Term Loan Facility and collapsing the floating rate revolving loan facility into an AUD 35.0 million interchangeable facility to be used for guarantees, asset financing, and loans of 12 months or less. The interchangeable facility no longer has a set maturity date but is instead subject to an annual review. In May 2020, we amended the Australia Senior Secured Credit Facility to relax certain financial covenants and renew the non-term loan portion of the facility subject to an annual review, the next of which will occur in June 2022. The amended non-term loan portion of the facility bore line fees of 0.70%, compared to a line fee of 0.50% under the previous amendment. As of September 25, 2021, we had AUD 23.0 million ($16.7 million) available under this facility. The amendment also provided for a supplemental AUD 30.0 million floating rate revolving loan facility to be used for loans bearing interest at BBSY plus a margin of 1.10%, and a line fee of 0.90%. The supplemental facility matured on June 30, 2021 and was not renewed. At September 25, 2021, we had combined borrowing availability o f $388.9 million under our revolving credit facilities. Mortgage Notes – In December 2007, we entered into thirty-year mortgage notes secured by land and buildings with principal payments which began in 2018. As of September 25, 2021, we had DKK 169.5 million ($26.8 million) outstanding under these notes. Finance leases and other financing arrangements – In addition to finance leases, we include insurance premium financing arrangements and loans secured by equipment in this category. As of September 25, 2021, we had $103.9 million outstanding in this category, with maturities ranging from 2021 to 2028. As of September 25, 2021, we were in compliance with the terms of all of our credit facilities and the indentures governing the Senior Notes and Senior Secured Notes. |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 25, 2021 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes The Company previously completed its accounting for the income tax effects of the Tax Act. We have considered ongoing developments released through the date hereof and determined that they have no material impact on our tax accounts for the nine months ended September 25, 2021. Final guidance, once issued, may materially affect our conclusions regarding the net related effects of the Tax Act on our unaudited consolidated financial statements. Until then, management will continue to monitor and work with its tax advisors to interpret any guidance issued. The effective income tax rate for continuing operations was (7.8)% and 19.0% for the three and nine months ended September 25, 2021, respectively, compared to 38.5% and 36.3% for the three and nine months ended September 26, 2020, respectively. In accordance with ASC 740-270, we recorded a tax benefit of $2.9 million and tax expense of $29.8 million from operations in the three and nine months ended September 25, 2021, respectively, compared to a tax expense of $16.0 million and $27.6 million in the three and nine months ended September 26, 2020, respectively, by applying an estimated annual effective tax rate to our year-to-date income for includable entities during the respective periods. Our estimated annual effective tax rate for both years includes the impact of the tax on GILTI. 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 that 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 for discrete items included in the tax provision for continuing operations for the three months ended September 25, 2021 was $9.3 million, compared to $0.8 million for the three months ended September 26, 2020. The discrete amounts for the three months ended September 25, 2021 were comprised primarily of $12.3 million of tax benefit attributed to certain return-to-provision adjustments primarily related to the impact of GILTI, $2.0 million of tax benefit attributable to research and development tax credits, partially offset by $4.4 million tax expense attributable to removing our assertion on certain undistributed foreign earnings, which is further discussed below, and $0.4 million tax expense attributable to current period interest expense on uncertain tax positions. The discrete amounts for the three months ended September 26, 2020 were comprised primarily of tax benefit of $0.5 million attributed to certain return-to-provision adjustments primarily in the U.S. and $0.6 million attributed to the deferred tax impact of tax rate increases, partially offset by tax expense of $0.3 million attributable to interest expense on uncertain tax positions. The tax benefit related to discrete items included in the tax provision for continuing operations for the nine months ended September 25, 2021 was $10.9 million, compared to $2.9 million for the nine months ended September 26, 2020. The discrete tax benefits for the nine months ended September 25, 2021 were comprised primarily of $12.2 million of tax benefit attributed to certain return-to-provision adjustments primarily related to the impact of GILTI, $2.0 million of tax benefit attributable to research and development tax credits, $1.8 million of tax benefit related to future changes to the UK tax rate, a tax benefit of $0.4 million attributable to a windfall tax deduction on share-based compensation, partially offset by $4.4 million tax expense attributable to removing our assertion on certain undistributed foreign earnings, which is further discussed below, and $1.0 million tax expense attributable to current period interest expense on uncertain tax positions. The discrete benefit amounts for the nine months ended September 26, 2020 were comprised primarily of $3.9 million of tax benefit attributed to the expiration of the statute of limitations on certain years in Estonia, $0.5 million attributed to certain return-to-provision adjustments primarily in the U.S., and $0.3 million for the deferred tax impact of tax rate changes, partially offset by $1.4 million attributable to interest expense on uncertain tax positions and $0.4 million attributable to the shortfall recognized from exercises and forfeitures from share-based compensation awards. 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 without regard to accrued interest of $25.0 million and $17.0 million as of September 25, 2021 and December 31, 2020, respectively. The increase is primarily related to an increase in management’s assessment of a potential liability as a result of ongoing tax audit discussions in Europe as well as uncertainty on historical years’ research and development tax credits. In addition, during the year, the Company recorded a deferred tax asset to reflect certain benefits that should result from agreements currently in place between members of the E.U. |
Segment Information
Segment Information | 9 Months Ended |
Sep. 25, 2021 | |
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, the discrete financial information available and the information regularly reviewed by the CODM. Management reviews net revenues and Adjusted EBITDA to evaluate segment performance and allocate resources. We define Adjusted EBITDA as net income (loss), adjusted for the following items: loss from discontinued operations, net of tax; equity earnings of non-consolidated entities; income tax (benefit) expense; depreciation and amortization; interest expense, net; impairment and restructuring charges; gain on previously held shares of equity investment; (gain) loss on sale of property and equipment; share-based compensation expense; non-cash foreign exchange transaction/translation (income) loss; other items; other non-cash items; and costs related to debt restructuring and debt refinancing. The following tables set forth certain information relating to our segments’ operations: (amounts in thousands) North Europe Australasia Total Operating Corporate Total Three Months Ended September 25, 2021 Total net revenues $ 676,937 $ 324,169 $ 151,382 $ 1,152,488 $ — $ 1,152,488 Intersegment net revenues (144) (1,615) (4,144) (5,903) — (5,903) Net revenues from external customers $ 676,793 $ 322,554 $ 147,238 $ 1,146,585 $ — $ 1,146,585 Impairment and restructuring charges 114 314 169 597 (21) 576 Adjusted EBITDA 76,889 23,780 17,565 118,234 (19,362) 98,872 Three Months Ended September 26, 2020 Total net revenues $ 662,917 $ 311,218 $ 142,004 $ 1,116,139 $ — $ 1,116,139 Intersegment net revenues (227) (245) (2,801) (3,273) — (3,273) Net revenues from external customers $ 662,690 $ 310,973 $ 139,203 $ 1,112,866 $ — $ 1,112,866 Impairment and restructuring charges 1,020 506 (174) 1,352 (33) 1,319 Adjusted EBITDA 92,411 39,970 18,494 150,875 (20,125) 130,750 (amounts in thousands) North Europe Australasia Total Operating Corporate Total Nine Months Ended September 25, 2021 Total net revenues $ 2,057,081 $ 995,451 $ 447,379 $ 3,499,911 $ — $ 3,499,911 Intersegment net revenues (545) (2,635) (11,948) (15,128) — (15,128) Net revenues from external customers $ 2,056,536 $ 992,816 $ 435,431 $ 3,484,783 $ — $ 3,484,783 Impairment and restructuring charges 1,030 1,441 253 2,724 (76) 2,648 Adjusted EBITDA 272,002 92,358 48,759 413,119 (68,094) 345,025 Nine Months Ended September 26, 2020 Total net revenues $ 1,858,310 $ 855,198 $ 379,693 $ 3,093,201 $ — $ 3,093,201 Intersegment net revenues (771) (1,208) (6,823) (8,802) — (8,802) Net revenues from external customers $ 1,857,539 $ 853,990 $ 372,870 $ 3,084,399 $ — $ 3,084,399 Impairment and restructuring charges 3,229 2,660 923 6,812 3,318 10,130 Adjusted EBITDA 232,516 91,650 42,454 366,620 (35,644) 330,976 Reconciliations of net income to Adjusted EBITDA are as follows: Three Months Ended Nine Months Ended (amounts in thousands) September 25, 2021 September 26, 2020 September 25, 2021 September 26, 2020 Net income $ 40,542 $ 25,480 $ 126,737 $ 48,347 Income tax (benefit) expense (2,946) 15,969 29,772 27,569 Depreciation and amortization 33,661 33,538 103,336 99,755 Interest expense, net 19,377 18,784 56,692 54,464 Impairment and restructuring charges (1) 1,124 1,355 3,466 10,393 Loss (gain) on sale of property and equipment 561 (287) 993 (2,697) Share-based compensation expense 6,328 2,767 20,709 11,662 Non-cash foreign exchange transaction/translation (income) loss (2,812) 2,963 (16,308) 10,558 Other items (2) 1,695 30,181 18,286 70,755 Costs relating to debt restructuring and debt refinancing 1,342 — 1,342 170 Adjusted EBITDA $ 98,872 $ 130,750 $ 345,025 $ 330,976 (1) Impairment and restructuring charges consist of (i) impairment and restructuring charges that are included in our accompanying unaudited consolidated statements of operations plus (ii) additional charges relating to inventory and/or manufacturing of our products that are included in cost of sales in our accompanying unaudited consolidated statements of operations were $548 and $36 for the three months ended September 25, 2021 and September 26, 2020, respectively, and $818 and $263 for the nine months ended September 25, 2021 and September 26, 2020, respectively. For further explanation of impairment and restructuring charges that are included in our unaudited consolidated statements of operations, see Note 15 - Impairment and Restructuring Charges in our financial statements. (2) Other non-recurring items not core to ongoing business activity include: (i) in the three months ended September 25, 2021 (1) $357 in legal costs and professional expenses relating primarily to litigation and (2) $1,122 in facility closure, consolidation, startup, and other related costs; (ii) i n the three months ended September 26, 2020 (1) $27,760 in legal costs and professional expenses relating primarily to litigation, (2) $1,289 in facility closure, consolidation, startup, and other related costs, and (3) $1,142 of realized losses on hedges of intercompany notes; (iii) in the nine months ended September 25, 2021 (1) $15,702 in legal costs and professional expenses relating primarily to litigation and (2) $1,905 in facility closure, consolidation, startup, and other related costs; (iv) in the nine months ended September 26, 2020 (1) $62,460 in legal costs and professional expenses relating primarily to litigation, (2) $5,366 in facility closure, consolidation, startup, and other related costs, (3) $1,235 in one-time lease termination charges, and (4) $1,142 of realized losses on hedges of intercompany notes. |
Capital Stock
Capital Stock | 9 Months Ended |
Sep. 25, 2021 | |
Equity [Abstract] | |
Capital Stock | Capital Stock 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 - Common Stock includes the basis of shares outstanding plus amounts recorded as additional paid-in capital. Shares outstanding exclude the shares issued to the Employee Benefit Trust that are considered similar to treasury shares and total 193,941 shares at both September 25, 2021 and December 31, 2020 with a total original issuance value of $12.4 million. We record share repurchases on their trade date and reduce shareholders’ equity and increase accounts payable. Repurchased shares are retired, and the excess of the repurchase price over the par value of the shares is charged to retained earnings. On November 4, 2019, our Board of Directors increased the authorization under our existing share repurchase program to a total of $175.0 million with no expiration date. On July 27, 2021, the Board of Directors authorized an increase to the remaining authorization to a total of $400.0 million with no expiration date. As of September 25, 2021, $178.9 million was remaining under the repurchase program. |
Earnings Per Share
Earnings Per Share | 9 Months Ended |
Sep. 25, 2021 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | Earnings Per Share The basic and diluted income per share calculations were determined based on the following share data : Three Months Ended Nine Months Ended September 25, 2021 September 26, 2020 September 25, 2021 September 26, 2020 Weighted average outstanding shares of Common Stock basic 95,783,839 100,609,593 98,562,479 100,587,734 Restricted stock units, performance share units, and options to purchase Common Stock 2,039,819 1,169,359 2,068,646 853,229 Weighted average outstanding shares of Common Stock diluted 97,823,658 101,778,952 100,631,125 101,440,963 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 income per share as their inclusion would be anti-dilutive: Three Months Ended Nine Months Ended September 25, 2021 September 26, 2020 September 25, 2021 September 26, 2020 Common Stock options 1,289,635 1,707,245 1,157,780 1,800,778 Restricted stock units 11,123 419,097 9,699 396,631 Performance share units — 270,827 134,402 306,526 |
Stock Compensation
Stock Compensation | 9 Months Ended |
Sep. 25, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Stock Compensation | Stock Compensation The activity under our incentive plans for the periods presented are reflected in the following tables: Three Months Ended September 25, 2021 September 26, 2020 Shares Weighted Average Exercise Price Per Share Shares Weighted Average Exercise Price Per Share Options granted — $ — — $ — Options canceled 24,434 $ 30.30 43,179 $ 27.73 Options exercised 217,409 $ 13.89 97,150 $ 11.75 Shares Weighted Average Grant Date Fair Value Shares Weighted Average Grant Date Fair Value RSUs granted 8,046 $ 24.85 169,288 $ 16.48 PSUs granted — $ — — $ — Nine Months Ended September 25, 2021 September 26, 2020 Shares Weighted Average Exercise Price Per Share Shares Weighted Average Exercise Price Per Share Options granted 309,902 $ 29.01 407,607 $ 24.30 Options canceled 50,036 $ 29.20 159,354 $ 26.51 Options exercised 370,982 $ 14.35 201,530 $ 11.68 Shares Weighted Average Grant Date Fair Value Shares Weighted Average Grant Date Fair Value RSUs granted 650,655 $ 29.10 856,203 $ 19.59 PSUs granted 165,749 $ 30.70 311,275 $ 25.50 Stock-based compensation expense was $6.3 million and $20.7 million for the three and nine months ended September 25, 2021, respectively, and $2.8 million and $11.7 million for the three and nine months ended September 26, 2020, respectively. As of September 25, 2021, we had $30.8 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 1.53 years. |
Impairment and Restructuring Ch
Impairment and Restructuring Charges | 9 Months Ended |
Sep. 25, 2021 | |
Restructuring and Related Activities [Abstract] | |
Impairment and Restructuring Charges | Impairment and Restructuring Charges We engage in restructuring activities intended to improve productivity, operating margins, and working capital levels. Restructuring costs primarily relate to workforce reductions, repositioning of management structure, and costs associated with plant consolidations and closures. Asset impairment charges were recorded in addition to our restructuring costs. In the nine months ended September 26, 2020, impairment charges primarily related to capitalized costs of certain ERP modules due to delays in implementation and uncertainty of their future use. The following table summarizes the restructuring charges for the periods indicated: (amounts in thousands) North Europe Australasia Corporate Total Three Months Ended September 25, 2021 Restructuring costs $ (30) $ (191) $ 77 $ (21) $ (165) Impairments 144 505 92 — 741 Total impairment and restructuring charges $ 114 $ 314 $ 169 $ (21) $ 576 Three Months Ended September 26, 2020 Restructuring costs $ 569 $ 447 $ (264) $ (33) $ 719 Impairments 451 59 90 — 600 Total impairment and restructuring charges $ 1,020 $ 506 $ (174) $ (33) $ 1,319 (amounts in thousands) North Europe Australasia Corporate Total Nine Months Ended September 25, 2021 Restructuring costs $ (34) $ 681 $ 161 $ (76) $ 732 Impairments 1,064 760 92 — 1,916 Total impairment and restructuring charges $ 1,030 $ 1,441 $ 253 $ (76) $ 2,648 Nine Months Ended September 26, 2020 Restructuring costs $ 2,021 $ 1,706 $ 769 $ (41) $ 4,455 Impairments 1,208 954 154 3,359 5,675 Total impairment and restructuring charges $ 3,229 $ 2,660 $ 923 $ 3,318 $ 10,130 The following is a summary of the restructuring accruals recorded and charges incurred: (amounts in thousands) September 25, 2021 September 26, 2020 Balance as of January 1 $ 1,377 $ 7,043 Current period charges 732 4,455 Payments (1,653) (9,973) Currency translation (50) 136 Balance at period end $ 406 $ 1,661 |
Other (Income) Expense
Other (Income) Expense | 9 Months Ended |
Sep. 25, 2021 | |
Other Income and Expenses [Abstract] | |
Other (Income) Expense | Other (Income) Expense The table below summarizes the amounts included in other income in the accompanying unaudited consolidated statements of operations: Three Months Ended Nine Months Ended (amounts in thousands) September 25, 2021 September 26, 2020 September 25, 2021 September 26, 2020 Foreign currency (gains) losses $ (3,195) $ 4,316 $ (12,131) $ 8,390 Loss on extinguishment of debt 1,342 — 1,342 — Governmental pandemic assistance reimbursement (828) (1,493) (1,327) (7,374) Loss (gain) on sale or disposal of business units, property, and equipment 561 (287) 923 (2,697) Pension (income) expense (34) 344 (110) 975 Other items (1,097) (244) (2,637) (1,487) Insurance Reimbursement — (1,257) — (1,257) Total other (income) expense $ (3,251) $ 1,379 $ (13,940) $ (3,450) Governmental pandemic assistance reimbursement for the three and nine months ended September 25, 2021 and September 26, 2020 primarily consisted of cash received or recognized from governmental pandemic assistance programs within our North America and Europe segments as a result of COVID-19. |
Derivative Financial Instrument
Derivative Financial Instruments | 9 Months Ended |
Sep. 25, 2021 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivative Financial Instruments | Derivative Financial Instruments 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. To mitigate the exposure, we enter into a variety of foreign currency derivative contracts, such as forward contracts, option collars, and cross-currency hedges. 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 have foreign currency derivative contracts with a total notional amount of $115.7 million. We have foreign currency derivative contracts, with a total notional amount of $8.7 million, to hedge the effects of translation gains and losses on intercompany loans and interest. 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 have foreign currency derivative contracts with a total notional amount of $111.7 million. We do not use derivative financial instruments for trading or speculative purposes. We have not elected hedge accounting for any foreign currency derivative contracts. We record mark-to-market changes in the values of these derivatives in other (income) expense. We recorded mark-to-market gains of $3.0 million and $8.8 million in the three and nine months ended September 25, 2021, respectively, and losses of $0.2 million and gains of $3.0 million in the three and nine months ended September 26, 2020, respectively. Interest rate derivatives – We are exposed to interest rate risk in connection with our variable rate long-term debt and partially mitigate this risk through interest rate derivatives such as swaps and caps. In May 2020, we entered into interest rate swap agreements to manage this risk. The interest rate swaps have outstanding notional amounts aggregating to $370.0 million and mature in December 2023 with a weighted average fixed rate of 0.395% paid against one-month USD LIBOR floored at 0.00%. The interest rate swap agreements are designated as cash flow hedges and effectively fix the interest rate on a corresponding portion of the aggregate debt outstanding under our Term Loan Facility. No portion of these interest rate contracts were deemed ineffective during the three and nine months ended September 25, 2021. We recorded pre-tax mark-to-market losses in other comprehensive income of $0.1 million during the three months ended September 25, 2021, pre-tax mark-to-market gains of $1.3 million during the nine months ended September 25, 2021, and pre-tax mark-to-market losses of $0.5 million and $2.2 million during the three and nine months ended September 26, 2020, respectively. We reclassified losses of $0.2 million and $0.7 million previously recorded in other comprehensive income to interest expense during the three and nine months ended September 25, 2021, respectively. We reclassified $0.2 million previously recorded in other comprehensive income to interest expense during the three and nine months ended September 26, 2020. As of September 25, 2021, approximately $1.2 million is expected to be reclassified to interest income over the next 12 months. The derivative agreements each contain a provision whereby 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 of 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. During the first quarter of 2019, we entered into two interest rate cap contracts against three-month USD LIBOR, each with a cap rate of 3.00%. These caps have a combined notional amount of $150.0 million, became effective in March 2019, and terminate in December 2021. We have not elected hedge accounting and have recorded insignificant mark-to-market adjustments in the three and nine months ended September 25, 2021 and September 26, 2020. The fair values of derivative instruments held are as follows: Derivative assets (amounts in thousands) Balance Sheet Location September 25, 2021 December 31, 2020 Derivatives designated as hedging instruments: Interest rate contracts Other assets $ 1,085 $ — Derivatives not designated as hedging instruments: Foreign currency forward contracts Other current assets $ 2,672 $ 542 Derivatives liabilities (amounts in thousands) Balance Sheet Location September 25, 2021 December 31, 2020 Derivatives designated as hedging instruments: Interest rate contracts Accrued expenses and other current liabilities $ 928 $ 955 Interest rate contracts Deferred credits and other liabilities $ — $ 897 Derivatives not designated as hedging instruments: Foreign currency forward contracts Accrued expenses and other current liabilities $ 2,149 $ 8,823 |
Fair Value of Financial Instrum
Fair Value of Financial Instruments | 9 Months Ended |
Sep. 25, 2021 | |
Fair Value Disclosures [Abstract] | |
Fair Value of Financial Instruments | Fair Value of Financial Instruments 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. Three levels of inputs may be used to measure fair value: Level 1 – Quoted prices in active markets for identical assets or liabilities. Level 2 – Quoted market-based inputs or unobservable inputs that are corroborated by market data. Level 3 – Unobservable inputs that are not corroborated by market data. The recorded carrying amounts and fair values of these instruments were as follows: September 25, 2021 (amounts in thousands) Carrying Amount Total Level 1 Level 2 Level 3 Assets: Cash equivalents $ 143,630 $ 143,630 $ — $ 143,630 $ — Derivative assets, recorded in other current assets 2,672 2,672 — 2,672 — Derivative assets, recorded in other assets 1,085 1,085 — 1,085 — Liabilities: Debt, recorded in long-term debt and current maturities of long-term debt $ 1,731,049 $ 1,773,626 $ — $ 1,773,626 $ — Derivative liabilities, recorded in accrued expenses and other current liabilities 3,077 3,077 — 3,077 — Derivative liabilities, recorded in deferred credits and other liabilities — — — — — December 31, 2020 (amounts in thousands) Carrying Amount Total Level 1 Level 2 Level 3 Assets: Cash equivalents $ 380,236 $ 380,236 $ — $ 380,236 $ — Derivative assets, recorded in other current assets 542 542 — 542 — Derivative assets, recorded in other assets — — — — — Liabilities: Debt, recorded in long-term debt and current maturities of long-term debt $ 1,781,351 $ 1,834,057 $ — $ 1,834,057 $ — Derivative liabilities, recorded in accrued expenses and other current assets 9,778 9,778 — 9,778 — Derivative liabilities, recorded in deferred credits and other liabilities 897 897 — 897 — Derivative assets and liabilities reported in level 2 include foreign currency and interest rate contracts. See Note 17- Derivative Financial Instruments for additional information about our derivative assets and liabilities. There are no material non-financial assets or liabilities as of September 25, 2021 or December 31, 2020. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 25, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Litigation – We are involved in various legal proceedings, claims, and government audits arising in the ordinary course of business. We record our best estimate of a loss when the loss is considered probable and the amount of such loss can be reasonably estimated. When a loss is probable and there is a range of estimated loss with no best estimate within the range, we record the minimum estimated liability related to the lawsuit or claim. As additional information becomes available, we reassess the potential liability and revise our accruals, if necessary. Because of uncertainties related to the resolution of lawsuits and claims, the ultimate outcome may differ materially from our estimates. Other than the matters described below, there were no proceedings or litigation matters involving the Company or its property as of September 25, 2021 that we believe would have a material adverse effect on our consolidated financial position or cash flows, although they could have a material adverse effect on our operating results for a particular reporting period. Steves & Sons, Inc. vs JELD-WEN, Inc. – 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 gave notice of termination of one of these contracts and, on June 29, 2016, the counterparty to the agreement, Steves and Sons, Inc. (“Steves”) filed a claim against JWI in the U.S. District Court for the Eastern District of Virginia, Richmond Division (the “Eastern District of Virginia”). The complaint alleged that our acquisition of CMI, a competitor in the molded door skins market, together with subsequent price increases and other alleged acts and omissions, violated antitrust laws, and constituted a breach of contract and breach of warranty. Specifically, the complaint alleged that our acquisition of CMI substantially lessened competition in the molded door skins market. The complaint sought declaratory relief, ordinary and treble damages, and injunctive relief, including divestiture of certain assets acquired in the CMI acquisition. In February 2018, a jury in the Eastern District of Virginia returned a verdict that was unfavorable to JWI with respect to Steves’ claims that our acquisition of CMI violated Section 7 of the Clayton Act, and found that JWI breached the supply agreement between the parties (the “Original Action”). The verdict awarded Steves $12.2 million for past damages under both the Clayton Act and breach of contract claims and $46.5 million in future lost profits under the Clayton Act claim. During the course of the proceedings in the Eastern District of Virginia, we discovered certain facts that led us to conclude that Steves, its principals, and certain former employees of the Company had misappropriated Company trade secrets, violated the terms of various agreements between the Company and those parties, and violated other laws. On May 11, 2018, a jury in the Eastern District of Virginia returned a verdict on our trade secrets claims against Steves and awarded damages in the amount of $1.2 million. The presiding judge entered a judgment in our favor for those damages, and the entire amount has been paid by Steves. On August 16, 2019, the presiding judge granted Steves’ request for an injunction, prohibiting us from pursuing certain claims against individual defendants pending in Bexar County, Texas (the “Steves Texas Trade Secret Theft Action”). On September 11, 2019, JELD-WEN filed a notice of appeal of the Eastern District of Virginia’s injunction to the Fourth Circuit Court of Appeals (the “Fourth Circuit”). On March 13, 2019, the presiding judge entered an Amended Final Judgment Order in the Original Action, awarding $36.5 million in past damages under the Clayton Act (representing a trebling of the jury’s verdict) and granting divestiture of certain assets acquired in the CMI acquisition, subject to appeal. The judgment also conditionally awarded damages in the event the judgment was overturned on appeal. Specifically, the court awarded $139.4 million as future antitrust damages in the event the divestiture order was overturned on appeal and $9.9 million as past contract damages in the event both the divestiture and antitrust claims were overturned on appeal. On April 12, 2019, Steves filed a petition requesting an award of its fees and a bill of costs, seeking $28.4 million in attorneys’ fees and $1.7 million in costs in connection with the Original Action. On November 19, 2019, the presiding judge entered an order for further relief awarding Steves an additional $7.1 million in damages for pricing differences from the date of the underlying jury verdict through May 31, 2019 (the “Pricing Action”). We also appealed that ruling. On April 14, 2020, Steves filed a motion for further supplemental relief for pricing differences from the date of the prior order and going forward through the end of the parties’ current supply agreement (the “Future Pricing Action”). We opposed that request for further relief. JELD-WEN filed a supersedeas bond and notice of appeal of the judgment, which was heard by the Fourth Circuit on May 29, 2020. On February 18, 2021, the Fourth Circuit issued its decision on appeal in the Original Action, affirming the Amended Final Judgment Order in part and vacating and remanding in part. The Fourth Circuit vacated the Eastern District of Virginia’s alternative $139.4 million lost-profits award, holding that award was premature because Steves has not suffered the purported injury on which its claim for future lost profits rests. The Fourth Circuit also vacated the Eastern District of Virginia’s judgment for Sam Steves, Edward Steves, and John Pierce on JELD-WEN’s trade secrets claims. The Fourth Circuit affirmed the Eastern District of Virginia’s finding of antitrust injury and its award of $36.5 million in past antitrust damages. It also affirmed the Eastern District of Virginia’s divestiture order, while clarifying that JELD-WEN retains the right to challenge the terms of any divestiture, including whether a sale to any particular buyer will serve the public interest, and made clear that the Eastern District of Virginia may need to revisit its divestiture order if the special master who has been appointed by the presiding judge cannot locate a satisfactory buyer. JELD-WEN then filed a motion for rehearing en banc with the Fourth Circuit that was denied on March 22, 2021. Following a thorough review, and consistent with our practice, we concluded that it is in the best interest of the Company and its stakeholders to move forward with the divestiture of the Company’s Towanda, PA operations and certain related assets. Although the Company did not seek Supreme Court review of the Fourth Circuit’s February 18, 2021 decision, the Company retains the legal right to challenge the divestiture process and the final divestiture order. It is not possible at this time to estimate the ultimate impact of any final divestiture, and there can be no guarantee that the divestiture will be consummated. The divestiture process is ongoing, and the special master is overseeing this process. Although the Company has decided to divest, we continue to believe that Steves’ claims lacked merit and that it was not entitled to the extraordinary remedy of divestiture. We continue to believe that the judgment in accordance with the verdict was improper under applicable law. During the pendency of the Original Action, on February 14, 2020, Steves filed a complaint and motion for preliminary injunction in the Eastern District of Virginia alleging that we breached the long-term supply agreement between the parties, including, among other claims, by incorrectly calculating the allocation of door skins owed to Steves (the “Allocation Action”). Steves sought an additional allotment of door skins and damages for violation of antitrust laws, tortious interference, and breach of contract. On April 10, 2020, the presiding judge granted Steves’ motion for preliminary injunction, and the parties settled the issues underlying the preliminary injunction on April 30, 2020 and the Company reserved the right to appeal the ruling in the Fourth Circuit. The Company believed all the claims lacked merit and moved to dismiss the antitrust and tortious interference claims. On June 2, 2020, we entered into a settlement agreement with Steves to resolve the Pricing Action, the Future Pricing Action, and the Allocation Action. As a result of the settlement, Steves filed a notice of satisfaction of judgment in the Pricing Action, withdrew its Future Pricing Action with prejudice, and filed a stipulated dismissal with prejudice in the Allocation Action. The Company also withdrew its appeal of the Pricing Action. The parties agreed to bear their own respective attorneys’ fees and costs in these actions. In partial consideration of the settlement, JWI and Steves entered into an amended supply agreement satisfactory to both parties that, by its terms, ended on September 10, 2021. This settlement had no effect on the Original Action between the parties except to agree that certain specific terms of the Amended Final Judgment Order in the Original Action would apply to the amended supply agreement during the pendency of the appeal of the Original Action. On April 2, 2021, JWI and Steves filed a stipulation regarding the amended supply agreement in the Original Action, stating that regardless of whether the case remains on appeal as of September 10, 2021, and absent further order of the court, the amended supply agreement would be extended until the divestiture of the Company’s Towanda, PA operations and certain related assets is complete and Steves’ new supply agreement with the company that acquires Towanda is in effect. We continue to believe the claims in the settled actions lacked merit and made no admission of liability in these matters. On October 7, 2021, we entered into a settlement agreement with Steves to resolve the following: (i) Steves’ past and any future claims for attorneys’ fees, expenses, and costs in connection with the Original Action, except that Steves and JWI each reserved the right to seek attorneys’ fees arising out of any challenge of the divestiture process or the final divestiture order; (ii) the Steves Texas Trade Secret Theft Action and the related Fourth Circuit appeal of the Eastern District of Virginia’s injunction in the Original Action; (iii) the past damages award in the Original Action; and (iv) any and all claims and counterclaims, known or unknown, that were asserted or could have been asserted against each other from the beginning of time through the date of the settlement agreement. As a result of the settlement, the parties filed a stipulated notice of satisfaction of the past antitrust damages judgment and a stipulated notice of settlement of Steves’ claim for attorneys’ fees, expenses, and costs against JWI in the Original Action, and Steves filed a notice of withdrawal of its motion for attorneys’ fees and expenses and bill of costs in the Original Action. The Company also filed a notice of dismissal with prejudice and agreed to take no judgment in the Steves Texas Trade Secret Theft Action, and the parties filed a joint agreement for dismissal of the injunction appeal in the Fourth Circuit. We are required to pay $66.4 million under the settlement agreement by November 3, 2021, which is currently included in our accrued expenses and other current liabilities. Cambridge Retirement System v. JELD-WEN Holding, Inc., et al. – On February 19, 2020, Cambridge Retirement System filed a putative class action lawsuit in the Eastern District of Virginia against the Company, current and former Company executives, and various Onex-related entities alleging violations of Section 10(b) and Rule 10b-5 of the Exchange Act, as well as violations of Section 20(a) of the Exchange Act against the individual defendants and Onex-related entities (“Cambridge”). The lawsuit seeks compensatory damages, equitable relief, and an award of attorneys’ fees and costs. On May 8, 2020, the Public Employees Retirement System of Mississippi and the Plumbers and Pipefitters National Pension Fund were named as co-lead plaintiffs and filed an amended complaint on June 22, 2020. We filed a motion to dismiss the amended complaint on July 29, 2020, which was denied on October 26, 2020. On January 19, 2021, the plaintiffs filed a motion for class certification, which we opposed on February 2, 2021. The court granted the plaintiffs’ motion for class certification on March 29, 2021. On April 12, 2021, we filed a petition to seek the Fourth Circuit’s permission to appeal this class certification opinion. On April 20, 2021, the parties reached an agreement in principle to resolve this securities class action. The agreement contemplates a full release of claims through the date of preliminary court approval of the settlement in exchange for a payment of $39.5 million funded by the Company’s D&O carriers. On April 21, 2021, the parties jointly informed the court of their agreement, and the court stayed all deadlines in the case. As part of the settlement agreement, on April 22, 2021, we withdrew our petition to the Fourth Circuit for its permission to appeal the district court’s class certification opinion. On June 4, 2021, the parties filed their stipulation of dismissal of the action and the plaintiffs’ motion for preliminary approval of the settlement agreement. The Company continues to believe that the plaintiffs’ claims lack merit and has denied any liability or wrongdoing for the claims made against the Company. The settlement agreement remains subject to court approval and other conditions. On July 27, 2021, the Eastern District of Virginia preliminarily approved the settlement agreement, and the hearing for final approval is scheduled to be held on November 22, 2021. In re JELD-WEN Holding, Inc. Derivative Litigation – On February 2, 2021, Jason Aldridge, on behalf of the Company, filed a derivative action in the U.S. District Court for the District of Delaware against certain current and former executives and directors of the Company, alleging that the individual defendants breached their fiduciary duties by allowing the wrongful acts alleged in the Steves and Cambridge actions, as well as violations of Section 14(a) and 20(a) of the Exchange Act, unjust enrichment, and waste of corporate assets (“Aldridge”). The lawsuit seeks compensatory damages, equitable relief, and an award of attorneys’ fees and costs. The parties sought a stay of the Aldridge action. On April 19, 2021, the court denied the parties’ motion to stay and, instead, ordered the plaintiff to file an amended complaint that complied with court rules or the matter would be dismissed. The plaintiff filed an amended complaint on May 10, 2021. On June 21, 2021, prior to a response from the Company in the Aldridge action, Shieta Black and the Board of Trustees of the City of Miami General Employees’ & Sanitation Employees’ Retirement Trust, on behalf of the Company, filed a derivative action in the U.S. District Court for the District of Delaware against certain current and former executives and directors of the Company and Onex Corporation, alleging that the defendants breached their fiduciary duties by allowing the wrongful acts alleged in the Steves and Cambridge actions, as well as insider trading, and unjust enrichment (“Black”). The lawsuit seeks compensatory damages, corporate governance reforms, restitution, equitable relief, and an award of attorneys’ fees and costs. The plaintiffs in the Black and Aldridge actions sought to consolidate the lawsuits on July 16, 2021, which was granted by the court on the same day. On August 16, 2021, the plaintiffs designated the Black complaint as the operative complaint in the consolidated derivative action. The Company believes the claims in the consolidated derivative action lack merit and intends to defend against the action. In re Interior Molded Doors Antitrust Litigation – On October 19, 2018, Grubb Lumber Company, on behalf of itself and others similarly situated, filed a putative class action lawsuit against us and one of our competitors in the doors market, Masonite Corporation (“Masonite”), in the Eastern District of Virginia. We subsequently received additional complaints from and on behalf of direct and indirect purchasers of interior molded doors. The suits were consolidated into two separate actions, a Direct Purchaser Action and an Indirect Purchaser Action. The suits allege that Masonite and JELD-WEN violated Section 1 of the Sherman Act, and in the Indirect Purchaser Action, related state law antitrust and consumer protection laws, by engaging in a scheme to artificially raise, fix, maintain, or stabilize the prices of interior molded doors in the United States. The complaints sought ordinary and treble damages, declaratory relief, interest, costs, and attorneys’ fees. The Company believes the claims lack merit and vigorously defended against the actions. On September 18, 2019, the court granted in part and denied in part the defendants’ motions to dismiss the lawsuits, dismissing various state law claims and limiting plaintiffs’ damages claims to a four-year period (from 2014-2018) under the applicable statute of limitations. Together with Masonite, we filed motions to oppose class certification in both the Direct Purchaser and Indirect Purchaser Actions on May 19, 2020. On August 31, 2020, JELD-WEN and Masonite entered into a settlement agreement with the putative Direct Purchaser class to resolve the Direct Purchaser Action. In exchange for a full release of claims through the date of preliminary court approval of the settlement, each defendant originally agreed to pay $28.0 million to the named plaintiffs and the settlement class. On January 27, 2021, the parties to the Direct Purchaser Action revised the settlement agreement to modify certain terms, and each defendant agreed to pay a total of $30.8 million to the named plaintiffs and the settlement class in exchange for a full release of claims through the date of preliminary approval of the revised settlement, which the court granted on February 5, 2021. In addition, on September 4, 2020, JELD-WEN and Masonite entered into a separate settlement agreement with the putative Indirect Purchaser class to resolve the Indirect Purchaser Action. Each defendant agreed to pay $9.75 million to the named plaintiffs and the settlement class in exchange for a full release of claims through the execution date of the settlement agreement, and the court granted preliminary approval of this settlement in the Indirect Purchaser Action. The final fairness hearing in the Direct Purchaser Action was held on June 2, 2021, and the court entered a final approval order and judgment on June 3, 2021. On June 17, 2021, the Company made the settlement payment to the named plaintiffs and the settlement class in the Direct Purchaser Action. The deadline to appeal the entry of the final approval order and judgment was July 7, 2021, and no party or class member filed an appeal. The final fairness hearing in the Indirect Purchaser Action was held on July 26, 2021 and the court issued a final approval order and judgment on July 27, 2021. On August 10, 2021, the Company made the settlement payment to the named plaintiffs and the settlement class in the Indirect Purchaser Action. The deadline to appeal the entry of the final approval order and judgment was August 26, 2021, and no party or class member filed an appeal. The Company continues to believe that the plaintiffs’ claims lacked merit and has denied any liability or wrongdoing for the claims made against the Company. Canadian Antitrust Litigation – On May 15, 2020, Développement Émeraude Inc., on behalf of itself and others similarly situated, filed a putative class action lawsuit against us and Masonite in the Superior Court of the Province of Quebec, Canada, which was served on us on September 18, 2020 (“the Quebec Action”). The putative class consists of any person in Canada who, since October 2012, purchased one or more interior molded doors from us or Masonite. The suit alleges an illegal conspiracy between us and Masonite to agree on prices, the distribution of market shares and/or the production levels of interior molded doors and that the plaintiffs suffered damages in that they were charged and paid higher prices for interior molded doors than they would have had to pay but for the alleged anti-competitive conduct. The plaintiffs are seeking compensatory and punitive damages, attorneys’ fees and costs. On September 9, 2020, Kate O’Leary Swinkels, on behalf of herself and others similarly situated, filed a putative class action against JELD-WEN and Masonite in the Federal Court of Canada, which was served on us on September 29, 2020 (the “Federal Court Action”). The Federal Court Action makes substantially similar allegations to the Quebec Action and the putative class is represented by the same counsel. In February 2021, the plaintiff in the Federal Court Action noticed a proposed Amended Statement of Claim that replaced the named plaintiff, Kate O’Leary Swinkels, with David Regan. The plaintiff has sought a stay of the Quebec Action while the Federal Court Action proceeds. We do not anticipate a hearing on the certification of the Federal Court Action before the middle of 2022. The Company believes both the Quebec Action and the Federal Court Action lack merit and intends to vigorously defend against them. We have evaluated the claims against us and recorded provisions based on management’s judgment about the probable outcome of the litigation and have included our estimates in accrued expenses in the accompanying balance sheets. See Note 7 – Accrued Expenses and Other Current Liabilities . While we expect a favorable resolution to these matters, the dispute resolution process could be lengthy, and if the plaintiffs were to prevail completely or substantially in the respective matters described above, such an outcome could have a material adverse effect on our operating results, consolidated financial position, or cash flows. 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 $5.0 million and $200.0 million for domestic product liability risk and exposures between $3.0 million and $200.0 million for auto, general liability, personal injury, and workers’ compensation. We have no stop loss insurance covering our self-insured 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 September 25, 2021 and December 31, 2020, our accrued liability for self-insured risks was $84.4 million and $81.0 million, respectively. Indemnifications – At September 25, 2021, we had commitments related to certain representations made in 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 Other Financing Arrangements – At times we are required to provide letters of credit, surety bonds, or guarantees to meet various performance, legal, warranty, environmental, workers compensation, licensing, utility, and governmental requirements. 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 stated values of these letters of credit agreements, surety bonds, and guarantees were $118.1 million and $122.7 million at September 25, 2021 and December 31, 2020, respectively. 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 current 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 and other current liabilities in the accompanying consolidated balance sheets and totaled $0.5 million at September 25, 2021 and $0.7 million at December 31, 2020. Long-term environmental liabilities are recorded in deferred credits and other liabilities in the accompanying consolidated balance sheets and totaled $8.3 million at September 25, 2021 and December 31, 2020. Everett, Washington WADOE Action –In 2008, we entered into an Agreed Order with the WADOE to assess historic environmental contamination and remediation feasibility at our former manufacturing site in Everett, Washington. As part of this agreement, we also agreed to develop a CAP, arising from the feasibility assessment, and in December 2020, we submitted to the WADOE a draft feasibility assessment which we considered substantially complete containing remedial alternatives ranging from $8.3 million to $57.0 million. In January 2021, we provided the WADOE with a revised draft of our feasibility assessment and received comments from the WADOE in February 2021. We responded to the WADOE’s comments and submitted our revised draft of our feasibility assessment to the WADOE in April 2021. On June 3, 2021, the WADOE submitted the draft final feasibility assessment for a 30-day public comment period. On June 7, 2021, the WADOE named the Port of Everett as a PLP with respect to this matter, and the WADOE extended the public comment period until August 5, 2021 at the request of the Port of Everett. Currently, we expect to deliver a draft CAP to the WADOE in December 2021, which the WADOE has sixty days to review and provide comments. At that time, the WADOE will release the documents to the public for a 30-day comment period. Once the public comment period has expired and any comments incorporated, the WADOE will select the remedial actions we will be required to perform, and a final CAP will be developed and delivered to the WADOE 15 days thereafter. While we have made provisions in our financial statements within the range of possible outcomes for this matter, it is unclear at this time which remedial actions we will be required to undertake, the cost thereof, or the allocation of the costs to the identified PLPs. As a result, the cost of the final CAP could vary materially from our provisions and have a material impact on our statement of operations and statement of cash flows. Towanda, Pennsylvania Consent Order – In December 2020, we entered into a COA with the PaDEP 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 2012, by using it as fuel for a boiler at that site. The COA replaced a 2018 Consent Decree between PaDEP and us. Under the COA, we are required to achieve certain periodic removal objectives and ultimately remove the entire pile by August 31, 2025. There are currently $2.3 million in bonds posted in connection with these obligations. If we are unable to remove this pile by August 31, 2025, 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, we may not be able to meet such deadlines. |
Employee Retirement and Pension
Employee Retirement and Pension Benefits | 9 Months Ended |
Sep. 25, 2021 | |
Retirement Benefits [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. Pension benefit (income) expense, as recorded in the accompanying unaudited consolidated statements of operations, is determined by using spot rate assumptions made on January 1 of each year as summarized below: Three Months Ended Nine Months Ended (amounts in thousands) September 25, 2021 September 26, 2020 September 25, 2021 September 26, 2020 Components of pension benefit expense - U.S. benefit plan: Administrative cost $ 750 $ 775 $ 2,250 $ 2,325 Interest cost 2,225 3,050 6,675 9,150 Expected return on plan assets (5,575) (5,475) (16,725) (16,425) Amortization of net actuarial pension loss 2,325 1,725 6,975 5,175 Pension benefit (income) expense $ (275) $ 75 $ (825) $ 225 We have no required contributions for the U.S. defined benefit pension plan (the “Plan”) in 2021 and we have not made voluntary contributions in 2021. During the three and nine months ended September 26, 2020, we made required contributions to the Plan of $1.1 million and $2.7 million, respectively, and voluntary contributions of $1.7 million. |
Supplemental Cash Flow Informat
Supplemental Cash Flow Information | 9 Months Ended |
Sep. 25, 2021 | |
Supplemental Cash Flow Elements [Abstract] | |
Supplemental Cash Flow Information | Supplemental Cash Flow Information Nine Months Ended (amounts in thousands) September 25, 2021 September 26, 2020 Cash Operating Activities: Operating leases $ 44,018 $ 43,115 Finance leases 161 141 Cash paid for amounts included in the measurement of lease liabilities $ 44,179 $ 43,256 Non-cash Investing Activities: Property, equipment and intangibles purchased in accounts payable $ 3,872 $ 2,844 Property, equipment and intangibles purchased with debt 3,836 13,571 Cash Financing Activities: Proceeds from issuance of new debt $ 548,625 $ 250,000 Borrowings on long-term debt 258 100,893 Payments of long-term debt (615,735) (124,668) Payments of debt issuance and extinguishment costs, including underwriting fees (5,391) (4,583) Change in long-term debt $ (72,243) $ 221,642 Cash paid for amounts included in the measurement of finance lease liabilities $ 1,630 $ 1,167 Non-cash Financing Activities: Debt issuance costs deducted from long-term debt borrowings in accounts payable $ 58 $ 250 Prepaid insurance funded through short-term debt borrowings 13,048 10,785 Shares surrendered for tax obligations for employee share-based transactions in accrued liabilities — 178 Accounts payable converted to installment notes 69 914 Other Supplemental Cash Flow Information: Cash taxes paid, net of refunds $ 30,813 $ 14,197 Cash interest paid 40,996 37,457 We have revised prior year borrowings and payments of long-term debt to reflect gross activity relating to our ABL Facility. There is no impact to the disclosed Change in long-term debt amount for any previously reported period. |
Description of Company and Su_2
Description of Company and Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 25, 2021 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation – The accompanying unaudited consolidated financial statements as of September 25, 2021 and for the three and nine months ended September 25, 2021 and September 26, 2020, respectively, have been prepared in accordance with GAAP for interim financial information and pursuant to the rules and regulations of the SEC. In the opinion of management, the unaudited consolidated financial statements have been prepared on the same basis as the audited financial statements and include all adjustments, consisting only of normal recurring adjustments, necessary for the fair statement of the Company’s financial position for the periods presented. The results for the three and nine months ended September 25, 2021 are not necessarily indicative of the results to be expected for the year ending December 31, 2021, or any other period. The accompanying consolidated balance sheet as of December 31, 2020 was derived from audited financial statements included in the Company’s Form 10-K. The accompanying consolidated financial statements do not include all of the information and footnotes required by GAAP for annual financial statements. Accordingly, they should be read in conjunction with the audited financial statements and notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2020. |
Fiscal Year | Fiscal Year – We operate on a fiscal calendar year, and each interim quarter 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, assumptions, and allocations that affect amounts reported in the 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 | Recently Adopted Accounting Standards – In December 2019, the FASB issued ASU No. 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes , which removes certain exceptions to the general principles of ASC 740, including, but not limited to, accounting relating to intraperiod tax allocations, deferred tax liabilities related to outside basis differences, and year to date losses in interim periods. This guidance is effective for fiscal years beginning after December 15, 2020. We adopted this standard in the first quarter of 2021 and the adoption did not have an impact on our unaudited consolidated financial statements as of the date of adoption. In March 2020, the FASB issued ASU No. 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting , which provides optional expedients and exceptions for applying U.S. GAAP to contracts, hedging relationships, and other transactions affected by the discontinuation of LIBOR or by another reference rate expected to be discontinued. In January 2021, the FASB issued ASU No. 2021-01, Reference Rate Reform (Topic 848): Scope , to clarify the scope of ASU No. 2020-04. The amendments are effective for all entities as of March 12, 2020 through December 31, 2022. In May 2020, we elected the expedient within ASC 848 which allows us to assume that our hedged interest payments are probable of occurring regardless of any expected modifications in their terms related to reference rate return. In addition, ASC 848 allows for the option to change the method of assessing effectiveness upon a change in critical terms of the derivative or the hedged transactions and upon the end of relief under ASC 848. At this time, we have elected to continue the method of assessing effectiveness as documented in the original hedge documentation and apply the practical expedients related to probability to assume that the reference rate on the hypothetical derivative matches the reference rate on the hedging instrument. We plan to evaluate the remaining expedients for adoption, as applicable, when contracts are modified. We currently do not expect this guidance to have a significant impact on our consolidated financial statements. Refer to Note 17 – Derivative Financial Instruments for additional disclosure information relating to our hedging activity. We have considered the applicability and impact of all ASUs. We have assessed ASUs not listed above and have determined that they were either not applicable or were not expected to have a material impact on our financial statements. |
Inventories (Tables)
Inventories (Tables) | 9 Months Ended |
Sep. 25, 2021 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventory | (amounts in thousands) September 25, 2021 December 31, 2020 Raw materials $ 442,772 $ 382,698 Work in process 41,564 35,712 Finished goods 117,605 93,818 Total inventories $ 601,941 $ 512,228 |
Property and Equipment, Net (Ta
Property and Equipment, Net (Tables) | 9 Months Ended |
Sep. 25, 2021 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property, Plant and Equipment | (amounts in thousands) September 25, 2021 December 31, 2020 Property and equipment $ 2,225,587 $ 2,222,008 Accumulated depreciation (1,390,899) (1,349,423) Total property and equipment, net $ 834,688 $ 872,585 Depreciation expense was recorded as follows: Three Months Ended Nine Months Ended (amounts in thousands) September 25, 2021 September 26, 2020 September 25, 2021 September 26, 2020 Cost of sales $ 22,777 $ 22,242 $ 69,020 $ 65,767 Selling, general and administrative 2,150 2,586 6,944 7,254 Total depreciation expense $ 24,927 $ 24,828 $ 75,964 $ 73,021 |
Goodwill (Tables)
Goodwill (Tables) | 9 Months Ended |
Sep. 25, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Goodwill | The following table summarizes the changes in goodwill by reportable segment: (amounts in thousands) North Europe Australasia Total Balance as of December 31, 2020 $ 247,650 $ 303,397 $ 88,820 $ 639,867 Currency translation 37 (13,858) (4,542) (18,363) Balance as of September 25, 2021 $ 247,687 $ 289,539 $ 84,278 $ 621,504 |
Intangible Assets, Net (Tables)
Intangible Assets, Net (Tables) | 9 Months Ended |
Sep. 25, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Finite-Lived Intangible Assets | The cost and accumulated amortization values of our intangible assets were as follows: September 25, 2021 (amounts in thousands) Cost Accumulated Net Customer relationships and agreements $ 150,750 $ (74,522) $ 76,228 Software 119,197 (33,664) 85,533 Trademarks and trade names 58,854 (11,508) 47,346 Patents, licenses and rights 46,595 (22,844) 23,751 Total amortizable intangibles $ 375,396 $ (142,538) $ 232,858 December 31, 2020 (amounts in thousands) Cost Accumulated Net Customer relationships and agreements $ 155,006 $ (68,186) $ 86,820 Software 106,697 (26,801) 79,896 Trademarks and trade names 60,699 (9,821) 50,878 Patents, licenses and rights 48,759 (20,298) 28,461 Total amortizable intangibles $ 371,161 $ (125,106) $ 246,055 |
Finite-lived Intangible Assets Amortization Expense | Intangible assets that become fully amortized are removed from the accounts in the period that they become fully amortized. Amortization expense was recorded as follows: Three Months Ended Nine Months Ended (amounts in thousands) September 25, 2021 September 26, 2020 September 25, 2021 September 26, 2020 Amortization expense $ 8,373 $ 7,098 $ 24,727 $ 20,345 |
Accrued Expenses and Other Cu_2
Accrued Expenses and Other Current Liabilities (Tables) | 9 Months Ended |
Sep. 25, 2021 | |
Payables and Accruals [Abstract] | |
Schedule of Accrued Expenses and Other Current Liabilities | (amounts in thousands) September 25, December 31, 2020 Accrued sales and advertising rebates $ 91,181 $ 87,030 Legal claims provision 68,453 108,629 Current portion of operating lease liability 44,865 44,319 Non-income related taxes 35,782 31,436 Accrued expenses 28,720 15,751 Current portion of warranty liability (Note 8) 22,545 21,766 Accrued freight 20,692 18,967 Accrued interest payable 17,411 3,681 Deferred revenue 13,715 13,453 Current portion of accrued claim costs relating to self-insurance programs 11,964 11,882 Accrued income taxes payable 7,041 11,224 Current portion of derivative liability (Note 17) 3,077 9,778 Current portion of restructuring accrual (Note 15) 402 1,373 Total accrued expenses and other current liabilities $ 365,848 $ 379,289 |
Warranty Liability (Tables)
Warranty Liability (Tables) | 9 Months Ended |
Sep. 25, 2021 | |
Product Warranties Disclosures [Abstract] | |
Analysis of Warranty Liability | An analysis of our warranty liability is as follows: (amounts in thousands) September 25, 2021 September 26, 2020 Balance as of January 1 $ 52,296 $ 49,716 Current period charges 21,143 16,793 Experience adjustments 3,306 1,831 Payments (23,327) (17,162) Currency translation (203) (145) Balance at period end 53,215 51,033 Current portion (22,545) (20,763) Long-term portion $ 30,670 $ 30,270 |
Long-Term Debt (Tables)
Long-Term Debt (Tables) | 9 Months Ended |
Sep. 25, 2021 | |
Debt Disclosure [Abstract] | |
Schedule of Long-term Debt Instruments | Our long-term debt, net of original issue discount and unamortized debt issuance costs, consisted of the following: September 25, 2021 September 25, 2021 December 31, 2020 (amounts in thousands) Interest Rate Senior Secured Notes and Senior Notes 4.63% - 6.25% $ 1,050,000 $ 1,050,000 Term loans 1.30% - 2.33% 550,400 588,881 Finance leases and other financing arrangements 1.15% - 5.95% 103,890 113,174 Mortgage notes 1.65% 26,759 29,296 Total Debt 1,731,049 1,781,351 Unamortized debt issuance costs and original issue discounts (15,490) (13,309) Current maturities of long-term debt (45,519) (66,702) Long-term debt $ 1,670,040 $ 1,701,340 |
Segment Information (Tables)
Segment Information (Tables) | 9 Months Ended |
Sep. 25, 2021 | |
Segment Reporting [Abstract] | |
Schedule of Segment Reportable Segments, by Segment | The following tables set forth certain information relating to our segments’ operations: (amounts in thousands) North Europe Australasia Total Operating Corporate Total Three Months Ended September 25, 2021 Total net revenues $ 676,937 $ 324,169 $ 151,382 $ 1,152,488 $ — $ 1,152,488 Intersegment net revenues (144) (1,615) (4,144) (5,903) — (5,903) Net revenues from external customers $ 676,793 $ 322,554 $ 147,238 $ 1,146,585 $ — $ 1,146,585 Impairment and restructuring charges 114 314 169 597 (21) 576 Adjusted EBITDA 76,889 23,780 17,565 118,234 (19,362) 98,872 Three Months Ended September 26, 2020 Total net revenues $ 662,917 $ 311,218 $ 142,004 $ 1,116,139 $ — $ 1,116,139 Intersegment net revenues (227) (245) (2,801) (3,273) — (3,273) Net revenues from external customers $ 662,690 $ 310,973 $ 139,203 $ 1,112,866 $ — $ 1,112,866 Impairment and restructuring charges 1,020 506 (174) 1,352 (33) 1,319 Adjusted EBITDA 92,411 39,970 18,494 150,875 (20,125) 130,750 (amounts in thousands) North Europe Australasia Total Operating Corporate Total Nine Months Ended September 25, 2021 Total net revenues $ 2,057,081 $ 995,451 $ 447,379 $ 3,499,911 $ — $ 3,499,911 Intersegment net revenues (545) (2,635) (11,948) (15,128) — (15,128) Net revenues from external customers $ 2,056,536 $ 992,816 $ 435,431 $ 3,484,783 $ — $ 3,484,783 Impairment and restructuring charges 1,030 1,441 253 2,724 (76) 2,648 Adjusted EBITDA 272,002 92,358 48,759 413,119 (68,094) 345,025 Nine Months Ended September 26, 2020 Total net revenues $ 1,858,310 $ 855,198 $ 379,693 $ 3,093,201 $ — $ 3,093,201 Intersegment net revenues (771) (1,208) (6,823) (8,802) — (8,802) Net revenues from external customers $ 1,857,539 $ 853,990 $ 372,870 $ 3,084,399 $ — $ 3,084,399 Impairment and restructuring charges 3,229 2,660 923 6,812 3,318 10,130 Adjusted EBITDA 232,516 91,650 42,454 366,620 (35,644) 330,976 |
Reconciliation of Net Income (Loss) to Adjusted EBITDA | Reconciliations of net income to Adjusted EBITDA are as follows: Three Months Ended Nine Months Ended (amounts in thousands) September 25, 2021 September 26, 2020 September 25, 2021 September 26, 2020 Net income $ 40,542 $ 25,480 $ 126,737 $ 48,347 Income tax (benefit) expense (2,946) 15,969 29,772 27,569 Depreciation and amortization 33,661 33,538 103,336 99,755 Interest expense, net 19,377 18,784 56,692 54,464 Impairment and restructuring charges (1) 1,124 1,355 3,466 10,393 Loss (gain) on sale of property and equipment 561 (287) 993 (2,697) Share-based compensation expense 6,328 2,767 20,709 11,662 Non-cash foreign exchange transaction/translation (income) loss (2,812) 2,963 (16,308) 10,558 Other items (2) 1,695 30,181 18,286 70,755 Costs relating to debt restructuring and debt refinancing 1,342 — 1,342 170 Adjusted EBITDA $ 98,872 $ 130,750 $ 345,025 $ 330,976 (1) Impairment and restructuring charges consist of (i) impairment and restructuring charges that are included in our accompanying unaudited consolidated statements of operations plus (ii) additional charges relating to inventory and/or manufacturing of our products that are included in cost of sales in our accompanying unaudited consolidated statements of operations were $548 and $36 for the three months ended September 25, 2021 and September 26, 2020, respectively, and $818 and $263 for the nine months ended September 25, 2021 and September 26, 2020, respectively. For further explanation of impairment and restructuring charges that are included in our unaudited consolidated statements of operations, see Note 15 - Impairment and Restructuring Charges in our financial statements. (2) Other non-recurring items not core to ongoing business activity include: (i) in the three months ended September 25, 2021 (1) $357 in legal costs and professional expenses relating primarily to litigation and (2) $1,122 in facility closure, consolidation, startup, and other related costs; (ii) i n the three months ended September 26, 2020 (1) $27,760 in legal costs and professional expenses relating primarily to litigation, (2) $1,289 in facility closure, consolidation, startup, and other related costs, and (3) $1,142 of realized losses on hedges of intercompany notes; (iii) in the nine months ended September 25, 2021 (1) $15,702 in legal costs and professional expenses relating primarily to litigation and (2) $1,905 in facility closure, consolidation, startup, and other related costs; (iv) in the nine months ended September 26, 2020 (1) $62,460 in legal costs and professional expenses relating primarily to litigation, (2) $5,366 in facility closure, consolidation, startup, and other related costs, (3) $1,235 in one-time lease termination charges, and (4) $1,142 of realized losses on hedges of intercompany notes. |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 9 Months Ended |
Sep. 25, 2021 | |
Earnings Per Share [Abstract] | |
Schedule of Basic and Diluted Earnings Per Share | The basic and diluted income per share calculations were determined based on the following share data : Three Months Ended Nine Months Ended September 25, 2021 September 26, 2020 September 25, 2021 September 26, 2020 Weighted average outstanding shares of Common Stock basic 95,783,839 100,609,593 98,562,479 100,587,734 Restricted stock units, performance share units, and options to purchase Common Stock 2,039,819 1,169,359 2,068,646 853,229 Weighted average outstanding shares of Common Stock diluted 97,823,658 101,778,952 100,631,125 101,440,963 |
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 income per share as their inclusion would be anti-dilutive: Three Months Ended Nine Months Ended September 25, 2021 September 26, 2020 September 25, 2021 September 26, 2020 Common Stock options 1,289,635 1,707,245 1,157,780 1,800,778 Restricted stock units 11,123 419,097 9,699 396,631 Performance share units — 270,827 134,402 306,526 |
Stock Compensation (Tables)
Stock Compensation (Tables) | 9 Months Ended |
Sep. 25, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Stock Option Activity Rollforward | The activity under our incentive plans for the periods presented are reflected in the following tables: Three Months Ended September 25, 2021 September 26, 2020 Shares Weighted Average Exercise Price Per Share Shares Weighted Average Exercise Price Per Share Options granted — $ — — $ — Options canceled 24,434 $ 30.30 43,179 $ 27.73 Options exercised 217,409 $ 13.89 97,150 $ 11.75 Shares Weighted Average Grant Date Fair Value Shares Weighted Average Grant Date Fair Value RSUs granted 8,046 $ 24.85 169,288 $ 16.48 PSUs granted — $ — — $ — Nine Months Ended September 25, 2021 September 26, 2020 Shares Weighted Average Exercise Price Per Share Shares Weighted Average Exercise Price Per Share Options granted 309,902 $ 29.01 407,607 $ 24.30 Options canceled 50,036 $ 29.20 159,354 $ 26.51 Options exercised 370,982 $ 14.35 201,530 $ 11.68 Shares Weighted Average Grant Date Fair Value Shares Weighted Average Grant Date Fair Value RSUs granted 650,655 $ 29.10 856,203 $ 19.59 PSUs granted 165,749 $ 30.70 311,275 $ 25.50 |
RSU and PSU Activity Rollforward | The activity under our incentive plans for the periods presented are reflected in the following tables: Three Months Ended September 25, 2021 September 26, 2020 Shares Weighted Average Exercise Price Per Share Shares Weighted Average Exercise Price Per Share Options granted — $ — — $ — Options canceled 24,434 $ 30.30 43,179 $ 27.73 Options exercised 217,409 $ 13.89 97,150 $ 11.75 Shares Weighted Average Grant Date Fair Value Shares Weighted Average Grant Date Fair Value RSUs granted 8,046 $ 24.85 169,288 $ 16.48 PSUs granted — $ — — $ — Nine Months Ended September 25, 2021 September 26, 2020 Shares Weighted Average Exercise Price Per Share Shares Weighted Average Exercise Price Per Share Options granted 309,902 $ 29.01 407,607 $ 24.30 Options canceled 50,036 $ 29.20 159,354 $ 26.51 Options exercised 370,982 $ 14.35 201,530 $ 11.68 Shares Weighted Average Grant Date Fair Value Shares Weighted Average Grant Date Fair Value RSUs granted 650,655 $ 29.10 856,203 $ 19.59 PSUs granted 165,749 $ 30.70 311,275 $ 25.50 |
Impairment and Restructuring _2
Impairment and Restructuring Charges (Tables) | 9 Months Ended |
Sep. 25, 2021 | |
Restructuring and Related Activities [Abstract] | |
Impairment and Restructuring Costs | The following table summarizes the restructuring charges for the periods indicated: (amounts in thousands) North Europe Australasia Corporate Total Three Months Ended September 25, 2021 Restructuring costs $ (30) $ (191) $ 77 $ (21) $ (165) Impairments 144 505 92 — 741 Total impairment and restructuring charges $ 114 $ 314 $ 169 $ (21) $ 576 Three Months Ended September 26, 2020 Restructuring costs $ 569 $ 447 $ (264) $ (33) $ 719 Impairments 451 59 90 — 600 Total impairment and restructuring charges $ 1,020 $ 506 $ (174) $ (33) $ 1,319 (amounts in thousands) North Europe Australasia Corporate Total Nine Months Ended September 25, 2021 Restructuring costs $ (34) $ 681 $ 161 $ (76) $ 732 Impairments 1,064 760 92 — 1,916 Total impairment and restructuring charges $ 1,030 $ 1,441 $ 253 $ (76) $ 2,648 Nine Months Ended September 26, 2020 Restructuring costs $ 2,021 $ 1,706 $ 769 $ (41) $ 4,455 Impairments 1,208 954 154 3,359 5,675 Total impairment and restructuring charges $ 3,229 $ 2,660 $ 923 $ 3,318 $ 10,130 |
Schedule of Restructuring Reserve by Type of Cost | The following is a summary of the restructuring accruals recorded and charges incurred: (amounts in thousands) September 25, 2021 September 26, 2020 Balance as of January 1 $ 1,377 $ 7,043 Current period charges 732 4,455 Payments (1,653) (9,973) Currency translation (50) 136 Balance at period end $ 406 $ 1,661 |
Other (Income) Expense (Tables)
Other (Income) Expense (Tables) | 9 Months Ended |
Sep. 25, 2021 | |
Other Income and Expenses [Abstract] | |
Schedule of Other Income | The table below summarizes the amounts included in other income in the accompanying unaudited consolidated statements of operations: Three Months Ended Nine Months Ended (amounts in thousands) September 25, 2021 September 26, 2020 September 25, 2021 September 26, 2020 Foreign currency (gains) losses $ (3,195) $ 4,316 $ (12,131) $ 8,390 Loss on extinguishment of debt 1,342 — 1,342 — Governmental pandemic assistance reimbursement (828) (1,493) (1,327) (7,374) Loss (gain) on sale or disposal of business units, property, and equipment 561 (287) 923 (2,697) Pension (income) expense (34) 344 (110) 975 Other items (1,097) (244) (2,637) (1,487) Insurance Reimbursement — (1,257) — (1,257) Total other (income) expense $ (3,251) $ 1,379 $ (13,940) $ (3,450) |
Derivative Financial Instrume_2
Derivative Financial Instruments (Tables) | 9 Months Ended |
Sep. 25, 2021 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of Derivative Instruments in Statement of Financial Position, Fair Value | The fair values of derivative instruments held are as follows: Derivative assets (amounts in thousands) Balance Sheet Location September 25, 2021 December 31, 2020 Derivatives designated as hedging instruments: Interest rate contracts Other assets $ 1,085 $ — Derivatives not designated as hedging instruments: Foreign currency forward contracts Other current assets $ 2,672 $ 542 Derivatives liabilities (amounts in thousands) Balance Sheet Location September 25, 2021 December 31, 2020 Derivatives designated as hedging instruments: Interest rate contracts Accrued expenses and other current liabilities $ 928 $ 955 Interest rate contracts Deferred credits and other liabilities $ — $ 897 Derivatives not designated as hedging instruments: Foreign currency forward contracts Accrued expenses and other current liabilities $ 2,149 $ 8,823 |
Fair Value of Financial Instr_2
Fair Value of Financial Instruments (Tables) | 9 Months Ended |
Sep. 25, 2021 | |
Fair Value Disclosures [Abstract] | |
Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis | The recorded carrying amounts and fair values of these instruments were as follows: September 25, 2021 (amounts in thousands) Carrying Amount Total Level 1 Level 2 Level 3 Assets: Cash equivalents $ 143,630 $ 143,630 $ — $ 143,630 $ — Derivative assets, recorded in other current assets 2,672 2,672 — 2,672 — Derivative assets, recorded in other assets 1,085 1,085 — 1,085 — Liabilities: Debt, recorded in long-term debt and current maturities of long-term debt $ 1,731,049 $ 1,773,626 $ — $ 1,773,626 $ — Derivative liabilities, recorded in accrued expenses and other current liabilities 3,077 3,077 — 3,077 — Derivative liabilities, recorded in deferred credits and other liabilities — — — — — December 31, 2020 (amounts in thousands) Carrying Amount Total Level 1 Level 2 Level 3 Assets: Cash equivalents $ 380,236 $ 380,236 $ — $ 380,236 $ — Derivative assets, recorded in other current assets 542 542 — 542 — Derivative assets, recorded in other assets — — — — — Liabilities: Debt, recorded in long-term debt and current maturities of long-term debt $ 1,781,351 $ 1,834,057 $ — $ 1,834,057 $ — Derivative liabilities, recorded in accrued expenses and other current assets 9,778 9,778 — 9,778 — Derivative liabilities, recorded in deferred credits and other liabilities 897 897 — 897 — |
Employee Retirement and Pensi_2
Employee Retirement and Pension Benefits (Tables) | 9 Months Ended |
Sep. 25, 2021 | |
Retirement Benefits [Abstract] | |
Schedule of Net Benefit Costs | Pension benefit (income) expense, as recorded in the accompanying unaudited consolidated statements of operations, is determined by using spot rate assumptions made on January 1 of each year as summarized below: Three Months Ended Nine Months Ended (amounts in thousands) September 25, 2021 September 26, 2020 September 25, 2021 September 26, 2020 Components of pension benefit expense - U.S. benefit plan: Administrative cost $ 750 $ 775 $ 2,250 $ 2,325 Interest cost 2,225 3,050 6,675 9,150 Expected return on plan assets (5,575) (5,475) (16,725) (16,425) Amortization of net actuarial pension loss 2,325 1,725 6,975 5,175 Pension benefit (income) expense $ (275) $ 75 $ (825) $ 225 |
Supplemental Cash Flow Inform_2
Supplemental Cash Flow Information (Tables) | 9 Months Ended |
Sep. 25, 2021 | |
Supplemental Cash Flow Elements [Abstract] | |
Schedule of Cash Flow, Supplemental Disclosures | Nine Months Ended (amounts in thousands) September 25, 2021 September 26, 2020 Cash Operating Activities: Operating leases $ 44,018 $ 43,115 Finance leases 161 141 Cash paid for amounts included in the measurement of lease liabilities $ 44,179 $ 43,256 Non-cash Investing Activities: Property, equipment and intangibles purchased in accounts payable $ 3,872 $ 2,844 Property, equipment and intangibles purchased with debt 3,836 13,571 Cash Financing Activities: Proceeds from issuance of new debt $ 548,625 $ 250,000 Borrowings on long-term debt 258 100,893 Payments of long-term debt (615,735) (124,668) Payments of debt issuance and extinguishment costs, including underwriting fees (5,391) (4,583) Change in long-term debt $ (72,243) $ 221,642 Cash paid for amounts included in the measurement of finance lease liabilities $ 1,630 $ 1,167 Non-cash Financing Activities: Debt issuance costs deducted from long-term debt borrowings in accounts payable $ 58 $ 250 Prepaid insurance funded through short-term debt borrowings 13,048 10,785 Shares surrendered for tax obligations for employee share-based transactions in accrued liabilities — 178 Accounts payable converted to installment notes 69 914 Other Supplemental Cash Flow Information: Cash taxes paid, net of refunds $ 30,813 $ 14,197 Cash interest paid 40,996 37,457 |
Description of Company and Su_3
Description of Company and Summary of Significant Accounting Policies (Details) - USD ($) $ / shares in Units, $ in Thousands | Aug. 18, 2021 | Aug. 16, 2021 | May 13, 2021 | May 10, 2021 | Mar. 03, 2021 | Mar. 01, 2021 | Sep. 25, 2021 | Dec. 31, 2020 |
Conversion of Stock | ||||||||
Deferred credits and other liabilities | $ 97,800 | $ 91,368 | ||||||
Accrued payroll and benefits | 172,673 | 151,742 | ||||||
Europe | ||||||||
Conversion of Stock | ||||||||
Deferred credits and other liabilities | 3,700 | 11,500 | ||||||
Australia | ||||||||
Conversion of Stock | ||||||||
Deferred credits and other liabilities | 1,000 | 1,800 | ||||||
Cares act, deferral of social security tax | ||||||||
Conversion of Stock | ||||||||
Deferred credits and other liabilities | 20,900 | |||||||
Accrued payroll and benefits | $ 10,400 | $ 10,400 | ||||||
Onex partners | Common stock | ||||||||
Conversion of Stock | ||||||||
Initial public offering (in shares) | 14,883,094 | 10,000,000 | 8,000,000 | |||||
Offering price per share (usd per share) | $ 28.50 | $ 28.80 | $ 28.61 | |||||
Onex partners | Common stock | Over-allotment option | ||||||||
Conversion of Stock | ||||||||
Common shares repurchased (in shares) | 7,017,543 | 1,000,000 | 800,000 | |||||
Jeld-wen | Onex partners | ||||||||
Conversion of Stock | ||||||||
Voting rights | 0.00% | 15.00% | 25.00% | 33.00% |
Accounts Receivable (Details)
Accounts Receivable (Details) - USD ($) $ in Millions | Sep. 25, 2021 | Dec. 31, 2020 |
Receivables [Abstract] | ||
Allowance for credit loss | $ 13.1 | $ 12.9 |
Inventories (Details)
Inventories (Details) - USD ($) $ in Thousands | Sep. 25, 2021 | Dec. 31, 2020 |
Inventory Disclosure [Abstract] | ||
Raw materials | $ 442,772 | $ 382,698 |
Work in process | 41,564 | 35,712 |
Finished goods | 117,605 | 93,818 |
Total inventories | $ 601,941 | $ 512,228 |
Property and Equipment, Net (De
Property and Equipment, Net (Details) - USD ($) $ in Thousands | Sep. 25, 2021 | Dec. 31, 2020 |
Property, Plant and Equipment [Abstract] | ||
Property and equipment | $ 2,225,587 | $ 2,222,008 |
Accumulated depreciation | (1,390,899) | (1,349,423) |
Total property and equipment, net | $ 834,688 | $ 872,585 |
Property and Equipment, Net - N
Property and Equipment, Net - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 25, 2021 | Sep. 26, 2020 | Sep. 25, 2021 | Sep. 26, 2020 | |
Property plant and equipment | ||||
Property, Plant and Equipment [Line Items] | ||||
Impairment of assets | $ 0.7 | $ 0.6 | $ 1.8 | $ 2.1 |
Property and Equipment, Net - D
Property and Equipment, Net - Depreciation (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 25, 2021 | Sep. 26, 2020 | Sep. 25, 2021 | Sep. 26, 2020 | |
Depreciation | ||||
Total depreciation expense | $ 24,927 | $ 24,828 | $ 75,964 | $ 73,021 |
Cost of sales | ||||
Depreciation | ||||
Total depreciation expense | 22,777 | 22,242 | 69,020 | 65,767 |
Selling, general and administrative | ||||
Depreciation | ||||
Total depreciation expense | $ 2,150 | $ 2,586 | $ 6,944 | $ 7,254 |
Goodwill - Rollforward (Details
Goodwill - Rollforward (Details) $ in Thousands | 9 Months Ended |
Sep. 25, 2021USD ($) | |
Goodwill | |
Beginning balance | $ 639,867 |
Currency translation | (18,363) |
Ending balance | 621,504 |
North America | |
Goodwill | |
Beginning balance | 247,650 |
Currency translation | 37 |
Ending balance | 247,687 |
Europe | |
Goodwill | |
Beginning balance | 303,397 |
Currency translation | (13,858) |
Ending balance | 289,539 |
Australasia | |
Goodwill | |
Beginning balance | 88,820 |
Currency translation | (4,542) |
Ending balance | $ 84,278 |
Intangible Assets, Net - Cost a
Intangible Assets, Net - Cost and Accumulated Amortization (Details) - USD ($) $ in Thousands | Sep. 25, 2021 | Dec. 31, 2020 |
Finite-Lived Intangible Assets | ||
Cost | $ 375,396 | $ 371,161 |
Accumulated Amortization | (142,538) | (125,106) |
Total intangibles, net | 232,858 | 246,055 |
Customer relationships and agreements | ||
Finite-Lived Intangible Assets | ||
Cost | 150,750 | 155,006 |
Accumulated Amortization | (74,522) | (68,186) |
Total intangibles, net | 76,228 | 86,820 |
Software | ||
Finite-Lived Intangible Assets | ||
Cost | 119,197 | 106,697 |
Accumulated Amortization | (33,664) | (26,801) |
Total intangibles, net | 85,533 | 79,896 |
Trademarks and trade names | ||
Finite-Lived Intangible Assets | ||
Cost | 58,854 | 60,699 |
Accumulated Amortization | (11,508) | (9,821) |
Total intangibles, net | 47,346 | 50,878 |
Patents, licenses and rights | ||
Finite-Lived Intangible Assets | ||
Cost | 46,595 | 48,759 |
Accumulated Amortization | (22,844) | (20,298) |
Total intangibles, net | $ 23,751 | $ 28,461 |
Intangible Assets, Net - Narrat
Intangible Assets, Net - Narrative (Details) - USD ($) $ in Millions | 1 Months Ended | 3 Months Ended | 6 Months Ended | 9 Months Ended | |
Mar. 31, 2020 | Dec. 31, 2020 | Sep. 26, 2020 | Jun. 27, 2020 | Sep. 25, 2021 | |
Finite-Lived Intangible Assets | |||||
Capitalized implementation costs | $ 88.7 | ||||
Software | |||||
Finite-Lived Intangible Assets | |||||
Increase in intangible assets | 12.7 | ||||
Finite lived intangible assets written off | $ 3.4 | ||||
Finite-lived intangible assets | 10 years | 10 years | 15 years | ||
Finite-lived intangible assets put in service during period | $ 79.8 |
Intangible Assets, Net - Amorti
Intangible Assets, Net - Amortization Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 25, 2021 | Sep. 26, 2020 | Sep. 25, 2021 | Sep. 26, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||||
Amortization expense | $ 8,373 | $ 7,098 | $ 24,727 | $ 20,345 |
Accrued Expenses and Other Cu_3
Accrued Expenses and Other Current Liabilities (Details) - USD ($) $ in Thousands | Sep. 25, 2021 | Dec. 31, 2020 | Sep. 26, 2020 |
Accounts Payable and Accrued Liabilities, Current | |||
Accrued sales and advertising rebates | $ 91,181 | $ 87,030 | |
Legal claims provision | 68,453 | 108,629 | |
Current portion of operating lease liability | 44,865 | 44,319 | |
Non-income related taxes | 35,782 | 31,436 | |
Accrued expenses | 28,720 | 15,751 | |
Current portion of warranty liability | 22,545 | 21,766 | $ 20,763 |
Accrued freight | 20,692 | 18,967 | |
Accrued interest payable | 17,411 | 3,681 | |
Deferred revenue | 13,715 | 13,453 | |
Current portion of accrued claim costs relating to self-insurance programs | 11,964 | 11,882 | |
Accrued income taxes payable | 7,041 | 11,224 | |
Current portion of derivative liability | 3,077 | 9,778 | |
Current portion of restructuring accrual | 402 | 1,373 | |
Total accrued expenses and other current liabilities | $ 365,848 | $ 379,289 |
Warranty Liability - Narrative
Warranty Liability - Narrative (Details) - USD ($) $ in Thousands | 9 Months Ended | |||
Sep. 25, 2021 | Dec. 31, 2020 | Sep. 26, 2020 | Dec. 31, 2019 | |
Product Warranty Liability | ||||
Accrued warranty liability | $ 53,215 | $ 52,296 | $ 51,033 | $ 49,716 |
North America | ||||
Product Warranty Liability | ||||
Accrued warranty liability | 46,500 | |||
Product warranty, discount adjustment | $ 2,200 | |||
Minimum | ||||
Product Warranty Liability | ||||
Product warranty | 1 year | |||
Minimum | North America | ||||
Product Warranty Liability | ||||
Product warranty discount rate | 0.53% | |||
Maximum | ||||
Product Warranty Liability | ||||
Product warranty | 10 years | |||
Maximum | North America | ||||
Product Warranty Liability | ||||
Product warranty discount rate | 4.75% |
Warranty Liability - Rollforwar
Warranty Liability - Rollforward (Details) - USD ($) $ in Thousands | 9 Months Ended | ||
Sep. 25, 2021 | Sep. 26, 2020 | Dec. 31, 2020 | |
Movement in Standard and Extended Product Warranty Accrual, Increase (Decrease) | |||
Balance at beginning balance | $ 52,296 | $ 49,716 | |
Current period charges | 21,143 | 16,793 | |
Experience adjustments | 3,306 | 1,831 | |
Payments | (23,327) | (17,162) | |
Currency translation | (203) | (145) | |
Balance at period end | 53,215 | 51,033 | |
Current portion | (22,545) | (20,763) | $ (21,766) |
Long-term portion | $ 30,670 | $ 30,270 |
Long-Term Debt - Long Term Debt
Long-Term Debt - Long Term Debt (Details) $ in Thousands, kr in Millions | Sep. 25, 2021USD ($) | Sep. 25, 2021DKK (kr) | Dec. 31, 2020USD ($) |
Debt Instrument | |||
Finance leases and other financing arrangements | $ 103,890 | $ 113,174 | |
Total Debt | 1,731,049 | 1,781,351 | |
Unamortized debt issuance costs and original issue discounts | (15,490) | (13,309) | |
Current maturities of long-term debt | (45,519) | (66,702) | |
Long-term debt | $ 1,670,040 | 1,701,340 | |
Minimum | |||
Debt Instrument | |||
Finance lease, rate | 1.15% | 1.15% | |
Maximum | |||
Debt Instrument | |||
Finance lease, rate | 5.95% | 5.95% | |
Senior Secured Notes and Senior Notes | |||
Debt Instrument | |||
Long-term debt, gross | $ 1,050,000 | 1,050,000 | |
Senior Secured Notes and Senior Notes | Minimum | |||
Debt Instrument | |||
Effective interest rate, percent | 4.63% | 4.63% | |
Senior Secured Notes and Senior Notes | Maximum | |||
Debt Instrument | |||
Effective interest rate, percent | 6.25% | 6.25% | |
Term loans | Term Loan | |||
Debt Instrument | |||
Long-term debt, gross | $ 550,400 | 588,881 | |
Unamortized debt issuance costs and original issue discounts | $ (1,000) | ||
Term loans | Term Loan | Minimum | |||
Debt Instrument | |||
Effective interest rate, percent | 1.30% | 1.30% | |
Term loans | Term Loan | Maximum | |||
Debt Instrument | |||
Effective interest rate, percent | 2.33% | 2.33% | |
Mortgage notes | |||
Debt Instrument | |||
Effective interest rate, percent | 1.65% | 1.65% | |
Long-term debt, gross | $ 26,759 | kr 169.5 | $ 29,296 |
Long-Term Debt - Narrative (Det
Long-Term Debt - Narrative (Details) kr in Millions | Jun. 30, 2019AUD ($) | Jul. 31, 2021USD ($) | May 31, 2020AUD ($) | Mar. 31, 2020USD ($) | Sep. 28, 2019USD ($) | Jun. 29, 2019AUD ($) | Dec. 31, 2017USD ($)tranche | Dec. 31, 2007 | Sep. 25, 2021USD ($) | Jun. 26, 2021USD ($) | Jun. 26, 2021AUD ($) | Sep. 26, 2020USD ($) | Sep. 25, 2021USD ($) | Sep. 26, 2020USD ($) | Dec. 31, 2019USD ($) | Sep. 25, 2021AUD ($) | Sep. 25, 2021DKK (kr) | Dec. 31, 2020USD ($) | May 31, 2020USD ($) | Feb. 28, 2019USD ($) |
Debt Instrument | ||||||||||||||||||||
Loss on extinguishment of debt | $ (1,342,000) | $ 0 | $ (1,342,000) | $ 0 | ||||||||||||||||
Unamortized debt issuance costs and original issue discounts | 15,490,000 | 15,490,000 | $ 13,309,000 | |||||||||||||||||
Present value of lease liability | 103,890,000 | 103,890,000 | 113,174,000 | |||||||||||||||||
Interest Rate Swap | Cash Flow Hedge | Designated as Hedging Instrument | ||||||||||||||||||||
Debt Instrument | ||||||||||||||||||||
Derivative fixed interest rate | 0.395% | |||||||||||||||||||
Notional amount | $ 370,000,000 | |||||||||||||||||||
LIBOR | Minimum | Interest Rate Swap | Cash Flow Hedge | Designated as Hedging Instrument | ||||||||||||||||||||
Debt Instrument | ||||||||||||||||||||
Derivative variable interest rate | 0.00% | |||||||||||||||||||
Revolving Credit Facility | ||||||||||||||||||||
Debt Instrument | ||||||||||||||||||||
Borrowing availability | 388,900,000 | 388,900,000 | ||||||||||||||||||
U.S. Facility | Secured Debt | ||||||||||||||||||||
Debt Instrument | ||||||||||||||||||||
Debt instrument face amount | $ 550,000,000 | |||||||||||||||||||
Increase in borrowing capacity | $ 440,000,000 | |||||||||||||||||||
U.S. Facility | Secured Debt | LIBOR | ||||||||||||||||||||
Debt Instrument | ||||||||||||||||||||
Derivative variable interest rate | 0.00% | |||||||||||||||||||
U.S. Facility | Secured Debt | LIBOR | Minimum | ||||||||||||||||||||
Debt Instrument | ||||||||||||||||||||
Debt instrument, variable rate, percent | 1.75% | |||||||||||||||||||
U.S. Facility | Secured Debt | LIBOR | Maximum | ||||||||||||||||||||
Debt Instrument | ||||||||||||||||||||
Debt instrument, variable rate, percent | 2.00% | |||||||||||||||||||
U.S. Facility | Secured Debt | Corporate Credit Rating | ||||||||||||||||||||
Debt Instrument | ||||||||||||||||||||
Derivative variable interest rate | 0.00% | |||||||||||||||||||
U.S. Facility | Secured Debt | Corporate Credit Rating | Minimum | ||||||||||||||||||||
Debt Instrument | ||||||||||||||||||||
Debt instrument, variable rate, percent | 2.00% | |||||||||||||||||||
U.S. Facility | Secured Debt | Corporate Credit Rating | Maximum | ||||||||||||||||||||
Debt Instrument | ||||||||||||||||||||
Debt instrument, variable rate, percent | 2.25% | |||||||||||||||||||
Australian Facility | Secured Debt | ||||||||||||||||||||
Debt Instrument | ||||||||||||||||||||
Repayment of long term debt | $ 38,400,000 | $ 50,000,000 | ||||||||||||||||||
Borrowing availability | $ 5,000,000 | |||||||||||||||||||
ABL Facility | Revolving Credit Facility | ||||||||||||||||||||
Debt Instrument | ||||||||||||||||||||
Derivative variable interest rate | 0.00% | |||||||||||||||||||
Maximum borrowing capacity | $ 500,000,000 | $ 400,000,000 | ||||||||||||||||||
Line fee, percentage | 0.25% | |||||||||||||||||||
ABL Facility | Revolving Credit Facility | US Borrowers | ||||||||||||||||||||
Debt Instrument | ||||||||||||||||||||
Maximum borrowing capacity | 465,000,000 | |||||||||||||||||||
ABL Facility | Revolving Credit Facility | Canadian Borrowers | ||||||||||||||||||||
Debt Instrument | ||||||||||||||||||||
Maximum borrowing capacity | $ 35,000,000 | |||||||||||||||||||
ABL Facility | Revolving Credit Facility | Minimum | ||||||||||||||||||||
Debt Instrument | ||||||||||||||||||||
Debt instrument, variable rate, percent | 1.25% | |||||||||||||||||||
ABL Facility | Revolving Credit Facility | Maximum | ||||||||||||||||||||
Debt Instrument | ||||||||||||||||||||
Debt instrument, variable rate, percent | 1.75% | |||||||||||||||||||
ABL Facility | Revolving Credit Facility | LIBOR | Minimum | ||||||||||||||||||||
Debt Instrument | ||||||||||||||||||||
Debt instrument, variable rate, percent | 1.25% | |||||||||||||||||||
ABL Facility | Revolving Credit Facility | LIBOR | Maximum | ||||||||||||||||||||
Debt Instrument | ||||||||||||||||||||
Debt instrument, variable rate, percent | 1.50% | |||||||||||||||||||
ABL Facility | Revolving Credit Facility | Base Rate | Minimum | ||||||||||||||||||||
Debt Instrument | ||||||||||||||||||||
Debt instrument, variable rate, percent | 0.25% | |||||||||||||||||||
ABL Facility | Revolving Credit Facility | Base Rate | Maximum | ||||||||||||||||||||
Debt Instrument | ||||||||||||||||||||
Debt instrument, variable rate, percent | 0.50% | |||||||||||||||||||
Senior Secured Notes and Senior Notes | ||||||||||||||||||||
Debt Instrument | ||||||||||||||||||||
Debt instrument face amount | $ 800,000,000 | |||||||||||||||||||
Number of tranches (tranche) | tranche | 2 | |||||||||||||||||||
Long-term debt | 1,050,000,000 | 1,050,000,000 | 1,050,000,000 | |||||||||||||||||
Senior Secured Notes and Senior Notes | Senior Secured Notes Maturing May 2025 | ||||||||||||||||||||
Debt Instrument | ||||||||||||||||||||
Senior secured notes | $ 250,000,000 | |||||||||||||||||||
Debt instrument stated interest rate, percent | 6.25% | |||||||||||||||||||
Debt instrument discount rate, percent | 1.25% | |||||||||||||||||||
Senior Secured Notes and Senior Notes | Senior Secured Notes Maturing May 2025 | Revolving Credit Facility | ||||||||||||||||||||
Debt Instrument | ||||||||||||||||||||
Senior secured notes | $ 250,000,000 | |||||||||||||||||||
Senior Secured Notes and Senior Notes | Senior Note Maturing December 2025 | ||||||||||||||||||||
Debt Instrument | ||||||||||||||||||||
Debt instrument stated interest rate, percent | 4.63% | |||||||||||||||||||
Debt instrument face amount | $ 400,000,000 | |||||||||||||||||||
Senior Secured Notes and Senior Notes | Senior Note Maturing December 2027 | ||||||||||||||||||||
Debt Instrument | ||||||||||||||||||||
Debt instrument stated interest rate, percent | 4.88% | |||||||||||||||||||
Debt instrument face amount | $ 400,000,000 | |||||||||||||||||||
Secured Debt | ||||||||||||||||||||
Debt Instrument | ||||||||||||||||||||
Debt instrument | 30 years | |||||||||||||||||||
Long-term debt | 26,759,000 | 26,759,000 | kr 169.5 | 29,296,000 | ||||||||||||||||
Term Loans | Term Loan | ||||||||||||||||||||
Debt Instrument | ||||||||||||||||||||
Debt instrument discount rate, percent | 0.50% | |||||||||||||||||||
Debt instrument face amount | $ 150,000,000 | |||||||||||||||||||
Percentage bearing fixed interest, percent | 3.00% | |||||||||||||||||||
Proceeds from long term debt | $ 125,000,000 | |||||||||||||||||||
Repayment of long term debt | 115,000,000 | |||||||||||||||||||
Debt instrument discount rate | $ 600,000 | |||||||||||||||||||
Unamortized debt issuance costs | $ 600,000 | |||||||||||||||||||
Periodic payment | $ 1,400,000 | |||||||||||||||||||
Premium payable percentage | 1.00% | |||||||||||||||||||
Loss on extinguishment of debt | 1,300,000 | |||||||||||||||||||
Unamortized debt issuance costs and original issue discounts | 1,000,000 | 1,000,000 | ||||||||||||||||||
Long term debt principal amount outstanding | $ 548,600,000 | 548,600,000 | 548,600,000 | |||||||||||||||||
Long-term debt | 550,400,000 | 550,400,000 | $ 588,881,000 | |||||||||||||||||
Term Loans | Australian Facility | Secured Debt | ||||||||||||||||||||
Debt Instrument | ||||||||||||||||||||
Increase in borrowing capacity | $ 50,000,000 | |||||||||||||||||||
Unused commitment fee, percent | 1.25% | |||||||||||||||||||
Term Loans | Australian Facility | Secured Debt | BBSY | Minimum | ||||||||||||||||||||
Debt Instrument | ||||||||||||||||||||
Debt instrument, variable rate, percent | 1.00% | |||||||||||||||||||
Term Loans | Australian Facility | Secured Debt | BBSY | Maximum | ||||||||||||||||||||
Debt Instrument | ||||||||||||||||||||
Debt instrument, variable rate, percent | 1.10% | |||||||||||||||||||
Term Loans | Amended Floating Rate Revolving Loan Facility | Secured Debt | ||||||||||||||||||||
Debt Instrument | ||||||||||||||||||||
Increase in borrowing capacity | $ 30,000,000 | |||||||||||||||||||
Line fee, percentage | 0.90% | |||||||||||||||||||
Term Loans | Amended Floating Rate Revolving Loan Facility | Secured Debt | BBSY | ||||||||||||||||||||
Debt Instrument | ||||||||||||||||||||
Debt instrument, variable rate, percent | 1.10% | |||||||||||||||||||
Term Loans | Finance Leases and Other Financing Arrangements | ||||||||||||||||||||
Debt Instrument | ||||||||||||||||||||
Present value of lease liability | 103,900,000 | 103,900,000 | ||||||||||||||||||
Line of Credit | ABL Facility | Revolving Credit Facility | ||||||||||||||||||||
Debt Instrument | ||||||||||||||||||||
Borrowing availability | 372,200,000 | 372,200,000 | ||||||||||||||||||
Proceeds from lines of credit | $ 100,000,000 | |||||||||||||||||||
Line of credit outstanding | 0 | 0 | ||||||||||||||||||
Letters of credit | 36,500,000 | 36,500,000 | ||||||||||||||||||
Line of Credit | Australia Senior Secured Credit Facility | Interchangeable Facility | ||||||||||||||||||||
Debt Instrument | ||||||||||||||||||||
Borrowing availability | $ 16,700,000 | $ 16,700,000 | $ 23,000,000 | |||||||||||||||||
Maximum borrowing capacity | $ 35,000,000 | |||||||||||||||||||
Line fee, percentage | 0.50% | 0.70% |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 25, 2021 | Sep. 26, 2020 | Sep. 25, 2021 | Sep. 26, 2020 | Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |||||
Effective rate for continuing operations | (7.80%) | 38.50% | 19.00% | 36.30% | |
Income tax (benefit) expense | $ (2,946) | $ 15,969 | $ 29,772 | $ 27,569 | |
Discrete adjustments | 9,300 | 800 | 10,900 | 2,900 | |
Adjustments of comprised primarily tax | 12,300 | 12,200 | |||
Tax credit, research | 2,000 | 2,000 | |||
Foreign source dividends and deemed inclusions | 4,400 | ||||
Interest on income taxes expense | 400 | 1,000 | 1,400 | ||
Return-to-provision adjustments | 500 | 500 | |||
Change in enacted tax rate | 600 | 1,800 | 300 | ||
Other decreases | $ 300 | ||||
Increase for tax positions taken during the prior period | 400 | ||||
Tax expenses attributable undistributed earnings | 4,400 | ||||
Income tax examination expense (benefit) | (3,900) | ||||
Tax benefit from stock option exercise | $ 400 | ||||
Unrecognized tax benefits | 25,000 | 25,000 | $ 17,000 | ||
Undistributed accumulated earnings of foreign subsidiary, provisional unrecognized deferred tax liability | 11,500 | 11,500 | 22,000 | ||
Undistributed foreign earnings | $ 247,400 | $ 247,400 | $ 449,400 |
Segment Information - Narrative
Segment Information - Narrative (Details) | 9 Months Ended |
Sep. 25, 2021segment | |
Segment Reporting [Abstract] | |
Number of reportable segments | 3 |
Segment Information - Reportabl
Segment Information - Reportable Segment (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 25, 2021 | Sep. 26, 2020 | Sep. 25, 2021 | Sep. 26, 2020 | |
Segment Reporting Information, Profit (Loss) | ||||
Net revenues | $ 1,146,585 | $ 1,112,866 | $ 3,484,783 | $ 3,084,399 |
Impairment and restructuring charges | 576 | 1,319 | 2,648 | 10,130 |
Adjusted EBITDA | 98,872 | 130,750 | 345,025 | 330,976 |
North America | ||||
Segment Reporting Information, Profit (Loss) | ||||
Net revenues | 676,793 | 662,690 | 2,056,536 | 1,857,539 |
Europe | ||||
Segment Reporting Information, Profit (Loss) | ||||
Net revenues | 322,554 | 310,973 | 992,816 | 853,990 |
Australasia | ||||
Segment Reporting Information, Profit (Loss) | ||||
Net revenues | 147,238 | 139,203 | 435,431 | 372,870 |
Operating Segments | ||||
Segment Reporting Information, Profit (Loss) | ||||
Net revenues | 1,152,488 | 1,116,139 | 3,499,911 | 3,093,201 |
Impairment and restructuring charges | 597 | 1,352 | 2,724 | 6,812 |
Adjusted EBITDA | 118,234 | 150,875 | 413,119 | 366,620 |
Operating Segments | North America | ||||
Segment Reporting Information, Profit (Loss) | ||||
Net revenues | 676,937 | 662,917 | 2,057,081 | 1,858,310 |
Impairment and restructuring charges | 114 | 1,020 | 1,030 | 3,229 |
Adjusted EBITDA | 76,889 | 92,411 | 272,002 | 232,516 |
Operating Segments | Europe | ||||
Segment Reporting Information, Profit (Loss) | ||||
Net revenues | 324,169 | 311,218 | 995,451 | 855,198 |
Impairment and restructuring charges | 314 | 506 | 1,441 | 2,660 |
Adjusted EBITDA | 23,780 | 39,970 | 92,358 | 91,650 |
Operating Segments | Australasia | ||||
Segment Reporting Information, Profit (Loss) | ||||
Net revenues | 151,382 | 142,004 | 447,379 | 379,693 |
Impairment and restructuring charges | 169 | (174) | 253 | 923 |
Adjusted EBITDA | 17,565 | 18,494 | 48,759 | 42,454 |
Intersegment net revenues | ||||
Segment Reporting Information, Profit (Loss) | ||||
Net revenues | (5,903) | (3,273) | (15,128) | (8,802) |
Intersegment net revenues | North America | ||||
Segment Reporting Information, Profit (Loss) | ||||
Net revenues | (144) | (227) | (545) | (771) |
Intersegment net revenues | Europe | ||||
Segment Reporting Information, Profit (Loss) | ||||
Net revenues | (1,615) | (245) | (2,635) | (1,208) |
Intersegment net revenues | Australasia | ||||
Segment Reporting Information, Profit (Loss) | ||||
Net revenues | (4,144) | (2,801) | (11,948) | (6,823) |
Corporate and Unallocated Costs | ||||
Segment Reporting Information, Profit (Loss) | ||||
Impairment and restructuring charges | (21) | (33) | (76) | 3,318 |
Adjusted EBITDA | $ (19,362) | $ (20,125) | $ (68,094) | $ (35,644) |
Segment Information - Reconcili
Segment Information - Reconciliation of Net Income (Loss) to EBITDA (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 25, 2021 | Sep. 26, 2020 | Sep. 25, 2021 | Sep. 26, 2020 | |
Segment Reporting, Other Significant Reconciling Item, Consolidated | ||||
Net income | $ 40,542 | $ 25,480 | $ 126,737 | $ 48,347 |
Income tax (benefit) expense | (2,946) | 15,969 | 29,772 | 27,569 |
Depreciation and amortization | 33,661 | 33,538 | 103,336 | 99,755 |
Interest expense, net | 19,377 | 18,784 | 56,692 | 54,464 |
Impairment and restructuring charges | 1,124 | 1,355 | 3,466 | 10,393 |
Loss (gain) on sale of property and equipment | 561 | (287) | 993 | (2,697) |
Share-based compensation expense | 6,328 | 2,767 | 20,709 | 11,662 |
Non-cash foreign exchange transaction/translation (income) loss | (2,812) | 2,963 | (16,308) | 10,558 |
Other items | 1,695 | 30,181 | 18,286 | 70,755 |
Costs relating to debt restructuring and debt refinancing | 1,342 | 0 | 1,342 | 170 |
Adjusted EBITDA | 98,872 | 130,750 | 345,025 | 330,976 |
Legal fees | 357 | 27,760 | 15,702 | 62,460 |
Consolidation and reorganization cost | 1,122 | 1,289 | 1,905 | 5,366 |
Realized loss on hedge | 1,142 | 1,142 | ||
One-time lease termination charges | 1,235 | |||
Cost of sales | ||||
Segment Reporting, Other Significant Reconciling Item, Consolidated | ||||
Impairment and restructuring charges | $ 548 | $ 36 | $ 818 | $ 263 |
Capital Stock - Narrative (Deta
Capital Stock - Narrative (Details) - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | 9 Months Ended | |||||
Sep. 25, 2021 | Sep. 26, 2020 | Sep. 25, 2021 | Sep. 26, 2020 | Jul. 27, 2021 | Dec. 31, 2020 | Nov. 04, 2019 | |
Class of Stock | |||||||
Shares held in employee trust (in shares) | 193,941 | 193,941 | 193,941 | ||||
Shares held in employee trust | $ 12.4 | $ 12.4 | $ 12.4 | ||||
Shares remaining for repurchase | $ 178.9 | $ 178.9 | $ 400 | $ 175 | |||
Common stock | |||||||
Class of Stock | |||||||
Common shares repurchased (in shares) | 7,762,169 | 0 | 9,749,810 | 265,589 | |||
Common shares repurchased (usd per share) | $ 28.48 | $ 28.51 | $ 18.83 |
Earnings Per Share - Diluted Lo
Earnings Per Share - Diluted Loss Per Share Calculation (Details) - shares | 3 Months Ended | 9 Months Ended | ||
Sep. 25, 2021 | Sep. 26, 2020 | Sep. 25, 2021 | Sep. 26, 2020 | |
Earnings Per Share [Abstract] | ||||
Weighted average outstanding shares of common stock basic (in shares) | 95,783,839 | 100,609,593 | 98,562,479 | 100,587,734 |
Restricted stock units, performance share units, and options to purchase Common Stock (in shares) | 2,039,819 | 1,169,359 | 2,068,646 | 853,229 |
Weighted average outstanding shares of common stock diluted (in shares) | 97,823,658 | 101,778,952 | 100,631,125 | 101,440,963 |
Earnings Per Share - Potentiall
Earnings Per Share - Potentially Dilutive Securities (Details) - shares | 3 Months Ended | 9 Months Ended | ||
Sep. 25, 2021 | Sep. 26, 2020 | Sep. 25, 2021 | Sep. 26, 2020 | |
Common Stock options | Common stock | ||||
Incremental Weighted Average Shares Attributable to Dilutive Effect | ||||
Antidilutive securities excluded from computation of diluted earnings per share (in shares) | 1,289,635 | 1,707,245 | 1,157,780 | 1,800,778 |
Restricted stock units | ||||
Incremental Weighted Average Shares Attributable to Dilutive Effect | ||||
Antidilutive securities excluded from computation of diluted earnings per share (in shares) | 11,123 | 419,097 | 9,699 | 396,631 |
Performance share units | ||||
Incremental Weighted Average Shares Attributable to Dilutive Effect | ||||
Antidilutive securities excluded from computation of diluted earnings per share (in shares) | 0 | 270,827 | 134,402 | 306,526 |
Stock Compensation - Activity (
Stock Compensation - Activity (Details) - $ / shares | 3 Months Ended | 9 Months Ended | ||
Sep. 25, 2021 | Sep. 26, 2020 | Sep. 25, 2021 | Sep. 26, 2020 | |
Shares | ||||
Options granted (in shares) | 0 | 0 | 309,902 | 407,607 |
Options canceled (in shares) | 24,434 | 43,179 | 50,036 | 159,354 |
Options exercised (in shares) | 217,409 | 97,150 | 370,982 | 201,530 |
Weighted Average Exercise Price Per Share | ||||
Options granted (usd per share) | $ 0 | $ 0 | $ 29.01 | $ 24.30 |
Options canceled (usd per share) | 30.30 | 27.73 | 29.20 | 26.51 |
Options exercised (usd per share) | $ 13.89 | $ 11.75 | $ 14.35 | $ 11.68 |
RSUs | ||||
Weighted Average Grant-Date Fair Value Per Share | ||||
Equity instruments granted (in shares) | 8,046 | 169,288 | 650,655 | 856,203 |
Equity instruments granted, weighted average exercise price (usd per share) | $ 24.85 | $ 16.48 | $ 29.10 | $ 19.59 |
PSU's | ||||
Weighted Average Grant-Date Fair Value Per Share | ||||
Equity instruments granted (in shares) | 0 | 0 | 165,749 | 311,275 |
Equity instruments granted, weighted average exercise price (usd per share) | $ 0 | $ 0 | $ 30.70 | $ 25.50 |
Stock Compensation - Narrative
Stock Compensation - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 25, 2021 | Sep. 26, 2020 | Sep. 25, 2021 | Sep. 26, 2020 | |
Share-based Payment Arrangement [Abstract] | ||||
Stock-based compensation | $ 6.3 | $ 2.8 | $ 20.7 | $ 11.7 |
Stock compensation not yet recognized | $ 30.8 | $ 30.8 | ||
Recognition period for stock compensation not yet recognized | 1 year 6 months 10 days |
Impairment and Restructuring _3
Impairment and Restructuring Charges - Impairment by Segment (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 25, 2021 | Sep. 26, 2020 | Sep. 25, 2021 | Sep. 26, 2020 | |
Restructuring Cost and Reserve | ||||
Current period charges | $ (165) | $ 719 | $ 732 | $ 4,455 |
Impairments | 741 | 600 | 1,916 | 5,675 |
Total impairment and restructuring charges | 576 | 1,319 | 2,648 | 10,130 |
Operating Segments | ||||
Restructuring Cost and Reserve | ||||
Total impairment and restructuring charges | 597 | 1,352 | 2,724 | 6,812 |
Operating Segments | North America | ||||
Restructuring Cost and Reserve | ||||
Current period charges | (30) | 569 | (34) | 2,021 |
Impairments | 144 | 451 | 1,064 | 1,208 |
Total impairment and restructuring charges | 114 | 1,020 | 1,030 | 3,229 |
Operating Segments | Europe | ||||
Restructuring Cost and Reserve | ||||
Current period charges | (191) | 447 | 681 | 1,706 |
Impairments | 505 | 59 | 760 | 954 |
Total impairment and restructuring charges | 314 | 506 | 1,441 | 2,660 |
Operating Segments | Australasia | ||||
Restructuring Cost and Reserve | ||||
Current period charges | 77 | (264) | 161 | 769 |
Impairments | 92 | 90 | 92 | 154 |
Total impairment and restructuring charges | 169 | (174) | 253 | 923 |
Corporate and Unallocated Costs | ||||
Restructuring Cost and Reserve | ||||
Current period charges | (21) | (33) | (76) | (41) |
Impairments | 0 | 0 | 0 | 3,359 |
Total impairment and restructuring charges | $ (21) | $ (33) | $ (76) | $ 3,318 |
Impairment and Restructuring _4
Impairment and Restructuring Charges - Restructuring Accrual (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 25, 2021 | Sep. 26, 2020 | Sep. 25, 2021 | Sep. 26, 2020 | |
Restructuring Reserve | ||||
Restructuring Reserve, Beginning Balance | $ 1,377 | $ 7,043 | ||
Current period charges | $ (165) | $ 719 | 732 | 4,455 |
Payments | (1,653) | (9,973) | ||
Currency translation | (50) | 136 | ||
Restructuring Reserve, Ending Balance | $ 406 | $ 1,661 | $ 406 | $ 1,661 |
Other (Income) Expense (Details
Other (Income) Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 25, 2021 | Sep. 26, 2020 | Sep. 25, 2021 | Sep. 26, 2020 | |
Other Income and Expenses [Abstract] | ||||
Foreign currency (gains) losses | $ (3,195) | $ 4,316 | $ (12,131) | $ 8,390 |
Loss on extinguishment of debt | 1,342 | 0 | 1,342 | 0 |
Governmental pandemic assistance reimbursement | (828) | (1,493) | (1,327) | (7,374) |
Loss (gain) on sale or disposal of business units, property, and equipment | 561 | (287) | 923 | (2,697) |
Pension (income) expense | (34) | 344 | (110) | 975 |
Other items | (1,097) | (244) | (2,637) | (1,487) |
Insurance Recoveries | 0 | (1,257) | 0 | (1,257) |
Total other (income) expense | $ (3,251) | $ 1,379 | $ (13,940) | $ (3,450) |
Derivative Financial Instrume_3
Derivative Financial Instruments - Narrative (Details) $ in Millions | 3 Months Ended | 9 Months Ended | ||||
Sep. 25, 2021USD ($) | Sep. 26, 2020USD ($) | Sep. 25, 2021USD ($) | Sep. 26, 2020USD ($) | May 31, 2020USD ($) | Mar. 30, 2019USD ($)contract | |
Notional Disclosures | ||||||
Realized gain (loss) on hedges | $ (0.5) | $ 1.3 | $ (2.2) | |||
Reclassified to interest expense | 0.7 | |||||
Amount expected to be reclassified to interest expense over the next twelve months | $ 1.2 | 1.2 | ||||
Foreign Exchange Contracts, Forecasted Transactions | Not Designated as Hedging Instrument | ||||||
Notional Disclosures | ||||||
Notional amount | 115.7 | 115.7 | ||||
Foreign Currency Exchange Contracts, Intercompany Loans and Interest | Not Designated as Hedging Instrument | ||||||
Notional Disclosures | ||||||
Notional amount | 8.7 | 8.7 | ||||
Foreign Exchange Contracts, Consolidated Earnings | Not Designated as Hedging Instrument | ||||||
Notional Disclosures | ||||||
Notional amount | 111.7 | 111.7 | ||||
Foreign Currency Forward Contracts | Not Designated as Hedging Instrument | ||||||
Notional Disclosures | ||||||
Realized gain (loss) on hedges | 3 | (0.2) | $ 8.8 | 3 | ||
Interest Rate Swap | Designated as Hedging Instrument | Cash Flow Hedge | ||||||
Notional Disclosures | ||||||
Realized gain (loss) on hedges | (0.1) | |||||
Notional amount | $ 370 | |||||
Derivative fixed interest rate | 0.395% | |||||
Reclassified to interest expense | $ 0.2 | $ 0.2 | $ 0.2 | |||
Interest Rate Swap | Designated as Hedging Instrument | Cash Flow Hedge | Minimum | LIBOR | ||||||
Notional Disclosures | ||||||
Derivative variable interest rate | 0.00% | |||||
Interest Rate Cap Contract | ||||||
Notional Disclosures | ||||||
Notional amount | $ 150 | |||||
Number of derivative instruments | contract | 2 | |||||
Derivative cap interest rate | 3.00% |
Derivative Financial Instrume_4
Derivative Financial Instruments - Fair Value (Details) - USD ($) $ in Thousands | Sep. 25, 2021 | Dec. 31, 2020 |
Designated as hedging instrument | Interest rate contracts | Other assets | ||
Derivative Asset, Fair Value, Amount Not Offset Against Collateral | ||
Derivative assets | $ 1,085 | $ 0 |
Designated as hedging instrument | Interest rate contracts | Accrued expenses and other current liabilities | ||
Derivative Asset, Fair Value, Amount Not Offset Against Collateral | ||
Derivatives liabilities | 928 | 955 |
Designated as hedging instrument | Interest rate contracts | Deferred credits and other liabilities | ||
Derivative Asset, Fair Value, Amount Not Offset Against Collateral | ||
Derivatives liabilities | 0 | 897 |
Not designated as hedging instrument | Foreign currency forward contracts | Other current assets | ||
Derivative Asset, Fair Value, Amount Not Offset Against Collateral | ||
Derivative assets | 2,672 | 542 |
Not designated as hedging instrument | Foreign currency forward contracts | Accrued expenses and other current liabilities | ||
Derivative Asset, Fair Value, Amount Not Offset Against Collateral | ||
Derivatives liabilities | $ 2,149 | $ 8,823 |
Fair Value of Financial Instr_3
Fair Value of Financial Instruments - Financial Assets and Liabilities (Details) - Recurring - USD ($) $ in Thousands | Sep. 25, 2021 | Dec. 31, 2020 |
Carrying Amount | ||
Assets: | ||
Cash equivalents | $ 143,630 | $ 380,236 |
Liabilities: | ||
Debt, recorded in long-term debt and current maturities of long-term debt | 1,731,049 | 1,781,351 |
Carrying Amount | Other Current Assets | ||
Assets: | ||
Derivative assets | 2,672 | 542 |
Carrying Amount | Other Noncurrent Assets | ||
Assets: | ||
Derivative assets | 1,085 | 0 |
Carrying Amount | Accrued Expenses and Deferred Credits | ||
Liabilities: | ||
Derivative liabilities | 3,077 | 9,778 |
Carrying Amount | Deferred Credits and Other Liabilities | ||
Liabilities: | ||
Derivative liabilities | 0 | 897 |
Total Fair Value | ||
Assets: | ||
Cash equivalents | 143,630 | 380,236 |
Liabilities: | ||
Debt, recorded in long-term debt and current maturities of long-term debt | 1,773,626 | 1,834,057 |
Total Fair Value | Other Current Assets | ||
Assets: | ||
Derivative assets | 2,672 | 542 |
Total Fair Value | Other Noncurrent Assets | ||
Assets: | ||
Derivative assets | 1,085 | 0 |
Total Fair Value | Accrued Expenses and Deferred Credits | ||
Liabilities: | ||
Derivative liabilities | 3,077 | 9,778 |
Total Fair Value | Deferred Credits and Other Liabilities | ||
Liabilities: | ||
Derivative liabilities | 0 | 897 |
Total Fair Value | Level 1 | ||
Assets: | ||
Cash equivalents | 0 | 0 |
Liabilities: | ||
Debt, recorded in long-term debt and current maturities of long-term debt | 0 | 0 |
Total Fair Value | Level 1 | Other Current Assets | ||
Assets: | ||
Derivative assets | 0 | 0 |
Total Fair Value | Level 1 | Other Noncurrent Assets | ||
Assets: | ||
Derivative assets | 0 | 0 |
Total Fair Value | Level 1 | Accrued Expenses and Deferred Credits | ||
Liabilities: | ||
Derivative liabilities | 0 | 0 |
Total Fair Value | Level 1 | Deferred Credits and Other Liabilities | ||
Liabilities: | ||
Derivative liabilities | 0 | 0 |
Total Fair Value | Level 2 | ||
Assets: | ||
Cash equivalents | 143,630 | 380,236 |
Liabilities: | ||
Debt, recorded in long-term debt and current maturities of long-term debt | 1,773,626 | 1,834,057 |
Total Fair Value | Level 2 | Other Current Assets | ||
Assets: | ||
Derivative assets | 2,672 | 542 |
Total Fair Value | Level 2 | Other Noncurrent Assets | ||
Assets: | ||
Derivative assets | 1,085 | 0 |
Total Fair Value | Level 2 | Accrued Expenses and Deferred Credits | ||
Liabilities: | ||
Derivative liabilities | 3,077 | 9,778 |
Total Fair Value | Level 2 | Deferred Credits and Other Liabilities | ||
Liabilities: | ||
Derivative liabilities | 0 | 897 |
Total Fair Value | Level 3 | ||
Assets: | ||
Cash equivalents | 0 | 0 |
Liabilities: | ||
Debt, recorded in long-term debt and current maturities of long-term debt | 0 | 0 |
Total Fair Value | Level 3 | Other Current Assets | ||
Assets: | ||
Derivative assets | 0 | 0 |
Total Fair Value | Level 3 | Other Noncurrent Assets | ||
Assets: | ||
Derivative assets | 0 | 0 |
Total Fair Value | Level 3 | Accrued Expenses and Deferred Credits | ||
Liabilities: | ||
Derivative liabilities | 0 | 0 |
Total Fair Value | Level 3 | Deferred Credits and Other Liabilities | ||
Liabilities: | ||
Derivative liabilities | $ 0 | $ 0 |
Commitments and Contingencies (
Commitments and Contingencies (Details) - USD ($) $ in Thousands | Apr. 20, 2021 | Jan. 27, 2021 | Sep. 04, 2020 | Aug. 31, 2020 | Nov. 19, 2019 | Apr. 12, 2019 | Mar. 13, 2019 | May 11, 2018 | Feb. 28, 2018 | Sep. 25, 2021 | Dec. 31, 2020 |
Loss Contingencies | |||||||||||
Accrued self-insurance liability | $ 84,400 | $ 81,000 | |||||||||
Financing bonds and letters of credit | 118,100 | 122,700 | |||||||||
Environmental loss contingencies, current | 500 | 700 | |||||||||
Environmental loss contingencies, non-current | 8,300 | 8,300 | |||||||||
PaDEP | |||||||||||
Loss Contingencies | |||||||||||
Collateralized bond | $ 2,300 | ||||||||||
Minimum | |||||||||||
Loss Contingencies | |||||||||||
Indemnification | 1 year | ||||||||||
Environmental remedial feasibility alternative | 8,300 | ||||||||||
Minimum | Domestic Product Liability and Auto, General Liability, Personal Injury and Workers Compensation | |||||||||||
Loss Contingencies | |||||||||||
Concentration risk, auto, employee and general liability | $ 5,000 | ||||||||||
Minimum | Auto, General Liability, Personal Injury and Workers Compensation | |||||||||||
Loss Contingencies | |||||||||||
Concentration risk, auto, employee and general liability | $ 3,000 | ||||||||||
Maximum | |||||||||||
Loss Contingencies | |||||||||||
Indemnification | 3 years | ||||||||||
Environmental remedial feasibility alternative | $ 57,000 | ||||||||||
Maximum | Domestic Product Liability and Auto, General Liability, Personal Injury and Workers Compensation | |||||||||||
Loss Contingencies | |||||||||||
Concentration risk, auto, employee and general liability | $ 200,000 | ||||||||||
Maximum | Auto, General Liability, Personal Injury and Workers Compensation | |||||||||||
Loss Contingencies | |||||||||||
Concentration risk, auto, employee and general liability | 200,000 | ||||||||||
Steve and Sons | |||||||||||
Loss Contingencies | |||||||||||
Damages awarded to plaintiff | $ 7,100 | $ 36,500 | |||||||||
Settlement proceeds awarded | $ 1,200 | ||||||||||
Steve and Sons | Attorney Fees | |||||||||||
Loss Contingencies | |||||||||||
Damages sought | $ 28,400 | ||||||||||
Steve and Sons | Legal Cost | |||||||||||
Loss Contingencies | |||||||||||
Damages sought | $ 1,700 | ||||||||||
Direct Purchaser Action | |||||||||||
Loss Contingencies | |||||||||||
Damages sought | $ 30,800 | $ 28,000 | |||||||||
Indirect Purchaser Action | |||||||||||
Loss Contingencies | |||||||||||
Damages sought | $ 9,750 | ||||||||||
Past Damages | Steve and Sons | |||||||||||
Loss Contingencies | |||||||||||
Damages awarded to plaintiff | 9,900 | $ 12,200 | |||||||||
Future Damages | Steve and Sons | |||||||||||
Loss Contingencies | |||||||||||
Damages awarded to plaintiff | $ 139,400 | $ 46,500 | |||||||||
Loss contingency accrual | $ 66,400 | ||||||||||
Preliminary Court Approval | |||||||||||
Loss Contingencies | |||||||||||
Settlement, amount awarded to other party | $ 39,500 |
Employee Retirement and Pensi_3
Employee Retirement and Pension Benefits - Components of Pension Benefit/ Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 25, 2021 | Sep. 26, 2020 | Sep. 25, 2021 | Sep. 26, 2020 | |
Retirement Benefits [Abstract] | ||||
Administrative cost | $ 750 | $ 775 | $ 2,250 | $ 2,325 |
Interest cost | 2,225 | 3,050 | 6,675 | 9,150 |
Expected return on plan assets | (5,575) | (5,475) | (16,725) | (16,425) |
Amortization of net actuarial pension loss | 2,325 | 1,725 | 6,975 | 5,175 |
Pension benefit (income) expense | $ (275) | $ 75 | $ (825) | $ 225 |
Employee Retirement and Pensi_4
Employee Retirement and Pension Benefits - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended |
Sep. 26, 2020 | Sep. 26, 2020 | |
Retirement Benefits [Abstract] | ||
Company contribution | $ 1.1 | $ 2.7 |
Voluntary contribution | $ 1.7 | $ 1.7 |
Supplemental Cash Flow Inform_3
Supplemental Cash Flow Information (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 25, 2021 | Sep. 26, 2020 | |
Cash Operating Activities: | ||
Operating leases | $ 44,018 | $ 43,115 |
Finance leases | 161 | 141 |
Cash paid for amounts included in the measurement of lease liabilities | 44,179 | 43,256 |
Non-cash Investing Activities: | ||
Property, equipment and intangibles purchased in accounts payable | 3,872 | 2,844 |
Property, equipment and intangibles purchased with debt | 3,836 | 13,571 |
Cash Financing Activities: | ||
Proceeds from issuance of new debt | 548,625 | 250,000 |
Borrowings on long-term debt | 258 | 100,893 |
Payments of long-term debt | (615,735) | (124,668) |
Payments of debt issuance and extinguishment costs, including underwriting fees | (5,391) | (4,583) |
Change in long-term debt | (72,243) | 221,642 |
Cash paid for amounts included in the measurement of finance lease liabilities | 1,630 | 1,167 |
Non-cash Financing Activities: | ||
Debt issuance costs deducted from long-term debt borrowings in accounts payable | 58 | 250 |
Prepaid insurance funded through short-term debt borrowings | 13,048 | 10,785 |
Shares surrendered for tax obligations for employee share-based transactions in accrued liabilities | 0 | 178 |
Accounts payable converted to installment notes | 69 | 914 |
Other Supplemental Cash Flow Information: | ||
Cash taxes paid, net of refunds | 30,813 | 14,197 |
Cash interest paid | $ 40,996 | $ 37,457 |
Uncategorized Items - jeld-2021
Label | Element | Value |
Accounting Standards Update [Extensible Enumeration] | us-gaap_AccountingStandardsUpdateExtensibleList | Accounting Standards Update 2016-13 [Member] |