Cover
Cover - shares | 9 Months Ended | |
Sep. 30, 2023 | Nov. 03, 2023 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Sep. 30, 2023 | |
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 $0.01 per share) | |
Trading Symbol | JELD | |
Security Exchange Name | NYSE | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 85,215,086 | |
Entity Central Index Key | 0001674335 | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2023 | |
Document Fiscal Period Focus | Q3 | |
Current Fiscal Year End Date | --12-31 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS (unaudited) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 24, 2022 | Sep. 30, 2023 | Sep. 24, 2022 | |
Income Statement [Abstract] | ||||
Net revenues | $ 1,076,980 | $ 1,140,025 | $ 3,283,269 | $ 3,364,794 |
Cost of sales | 853,384 | 933,636 | 2,642,331 | 2,780,125 |
Gross margin | 223,596 | 206,389 | 640,938 | 584,669 |
Selling, general and administrative | 162,820 | 162,208 | 478,060 | 482,249 |
Goodwill impairment | 0 | 54,885 | 0 | 54,885 |
Restructuring and asset related charges (Note 16) | 12,698 | 6,552 | 28,776 | 11,796 |
Operating income (loss) | 48,078 | (17,256) | 134,102 | 35,739 |
Interest expense, net | 16,737 | 21,273 | 59,083 | 59,794 |
Loss on extinguishment of debt | 6,487 | 0 | 6,487 | 0 |
Other income, net (Note 18) | (9,453) | (5,180) | (10,981) | (31,334) |
Income (loss) from continuing operations before taxes | 34,307 | (33,349) | 79,513 | 7,279 |
Income tax expense (Note 11) | 17,399 | 11,715 | 31,638 | 20,960 |
Income (loss) from continuing operations, net of tax | 16,908 | (45,064) | 47,875 | (13,681) |
Gain on sale of discontinued operations, net of tax (Note 2) | 26,076 | 0 | 26,076 | 0 |
Income from discontinued operations, net of tax (Note 2) | 801 | 11,872 | 23,249 | 25,787 |
Net income (loss) | $ 43,785 | $ (33,192) | $ 97,200 | $ 12,106 |
Weighted average common shares outstanding (Note 14): | ||||
Basic (in shares) | 85,182,678 | 84,519,095 | 84,915,519 | 87,121,448 |
Diluted (in shares) | 86,349,840 | 84,519,095 | 85,729,136 | 88,016,849 |
Net income (loss) per share from continuing operations | ||||
Basic (usd per share) | $ 0.20 | $ (0.53) | $ 0.56 | $ (0.16) |
Diluted (usd per share) | 0.20 | (0.53) | 0.56 | (0.16) |
Net income per share from discontinued operations | ||||
Basic (usd per share) | 0.32 | 0.14 | 0.58 | 0.30 |
Diluted (usd per share) | 0.31 | 0.14 | 0.58 | 0.29 |
Net income (loss) per share | ||||
Basic (usd per share) | 0.51 | (0.39) | 1.14 | 0.14 |
Diluted (usd per share) | $ 0.51 | $ (0.39) | $ 1.13 | $ 0.14 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (unaudited) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 24, 2022 | Sep. 30, 2023 | Sep. 24, 2022 | |
Statement of Comprehensive Income [Abstract] | ||||
Net income (loss) | $ 43,785 | $ (33,192) | $ 97,200 | $ 12,106 |
Other comprehensive income (loss), net of tax: | ||||
Foreign currency translation adjustments, net of tax expense of $1,200, $95, $2,353, and $197, respectively | 12,418 | (55,196) | 12,097 | (121,457) |
Net investment hedge adjustments, net of tax (benefit) of $(854), $0, $0, and $0, respectively | (2,511) | 0 | 0 | 0 |
Interest rate hedge adjustments, net of tax (benefit) expense of $(1,115), $803, $(2,939), and $3,900, respectively | (3,365) | 2,341 | (8,726) | 11,464 |
Defined benefit pension plans, net of tax expense of $451, $384, $487, and $926, respectively | 1,169 | 583 | 1,265 | 1,494 |
Total other comprehensive income (loss), net of tax | 7,711 | (52,272) | 4,636 | (108,499) |
Comprehensive income (loss) | $ 51,496 | $ (85,464) | $ 101,836 | $ (96,393) |
CONSOLIDATED STATEMENTS OF CO_2
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (unaudited) (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 24, 2022 | Sep. 30, 2023 | Sep. 24, 2022 | |
Statement of Comprehensive Income [Abstract] | ||||
Foreign currency translation adjustments, net of tax expense (benefit) | $ 1,200 | $ 95 | $ 2,353 | $ 197 |
Net investment hedge adjustments, net of tax expense | (854) | 0 | 0 | 0 |
Interest rate hedge adjustments, net of tax (benefit) expense | (1,115) | 803 | (2,939) | 3,900 |
Defined benefit pension plans, net of tax expense | $ 451 | $ 384 | $ 487 | $ 926 |
CONSOLIDATED BALANCE SHEETS (un
CONSOLIDATED BALANCE SHEETS (unaudited) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Current assets | ||
Cash and cash equivalents | $ 239,219 | $ 164,475 |
Restricted cash | 687 | 1,463 |
Accounts receivable, net (Note 3) | 567,672 | 531,232 |
Inventories (Note 4) | 518,443 | 594,471 |
Other current assets | 69,770 | 73,485 |
Assets held for sale (Note 17) | 134,207 | 125,748 |
Current assets of discontinued operations (Note 2) | 0 | 204,732 |
Total current assets | 1,529,998 | 1,695,606 |
Property and equipment, net (Note 5) | 628,033 | 642,004 |
Deferred tax assets | 185,167 | 182,161 |
Goodwill (Note 6) | 378,899 | 381,953 |
Intangible assets, net (Note 7) | 136,252 | 148,106 |
Operating lease assets, net | 121,877 | 128,993 |
Other assets | 28,091 | 25,778 |
Non-current assets of discontinued operations (Note 2) | 0 | 296,760 |
Total assets | 3,008,317 | 3,501,361 |
Current liabilities | ||
Accounts payable | 313,160 | 286,978 |
Accrued payroll and benefits | 119,141 | 107,002 |
Accrued expenses and other current liabilities (Note 8) | 255,291 | 247,901 |
Current maturities of long-term debt (Note 10) | 40,501 | 34,093 |
Liabilities held for sale (Note 17) | 8,216 | 6,040 |
Current liabilities of discontinued operations (Note 2) | 0 | 104,612 |
Total current liabilities | 736,309 | 786,626 |
Long-term debt (Note 10) | 1,193,252 | 1,712,790 |
Unfunded pension liability | 35,114 | 31,109 |
Operating lease liability | 97,886 | 105,068 |
Deferred credits and other liabilities | 101,034 | 95,936 |
Deferred tax liabilities | 7,564 | 7,862 |
Non-current liabilities of discontinued operations (Note 2) | 0 | 38,422 |
Total liabilities | 2,171,159 | 2,777,813 |
Commitments and contingencies (Note 21) | ||
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, 85,214,451 and 84,347,712 shares issued and outstanding as of September 30, 2023 and December 31, 2022, respectively. | 852 | 843 |
Additional paid-in capital | 746,618 | 734,853 |
Retained earnings | 227,686 | 130,486 |
Accumulated other comprehensive loss | (137,998) | (142,634) |
Total shareholders’ equity | 837,158 | 723,548 |
Total liabilities and shareholders’ equity | $ 3,008,317 | $ 3,501,361 |
CONSOLIDATED BALANCE SHEETS (_2
CONSOLIDATED BALANCE SHEETS (unaudited) (Parenthetical) - $ / shares | Sep. 30, 2023 | Dec. 31, 2022 |
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 issued (in shares) | 85,214,451 | 84,347,712 |
Common stock, shares outstanding (in shares) | 85,214,451 | 84,347,712 |
CONSOLIDATED STATEMENTS OF EQUI
CONSOLIDATED STATEMENTS OF EQUITY (unaudited) - USD ($) $ in Thousands | Total | Preferred stock | Common stock | Additional paid-in capital | Other additional paid in capital | Other additional paid in capital Employee stock notes | Retained earnings | Accumulated other comprehensive income (loss) | Foreign currency adjustments | Realized gain net investment hedges | Unrealized (loss) gain on interest rate hedges | Net actuarial pension gain |
Balance at beginning of period (in shares) at Dec. 31, 2021 | 0 | |||||||||||
Balance at beginning of period at Dec. 31, 2021 | $ 0 | $ 902 | $ 720,124 | $ (673) | $ 215,611 | $ (93,746) | ||||||
Balance at beginning of period (in shares) at Dec. 31, 2021 | 90,193,550 | |||||||||||
Increase (Decrease) in Stockholders' Equity | ||||||||||||
Shares issued for exercise/vesting of share-based compensation awards (in shares) | 1,112,005 | |||||||||||
Shares issued for exercise/vesting of share-based compensation awards | $ 11 | 2,000 | ||||||||||
Shares repurchased (in shares) | (6,848,356) | |||||||||||
Shares repurchased | $ (69) | (130,852) | ||||||||||
Shares surrendered for tax obligations for employee share-based transactions (in shares) | (125,663) | |||||||||||
Shares surrendered for tax obligations for employee share-based transactions | $ (1) | (2,764) | ||||||||||
Amortization of share-based compensation | 10,946 | |||||||||||
Net income | $ 12,106 | 12,106 | ||||||||||
Foreign currency adjustments | (121,457) | $ (121,457) | ||||||||||
Unrealized (loss) gain on interest rate hedges | $ 11,464 | |||||||||||
Net actuarial pension gain | 1,494 | $ 1,494 | ||||||||||
Balance at end of period at Sep. 24, 2022 | 625,096 | $ 843 | $ 729,633 | 730,306 | (673) | 96,865 | (202,245) | |||||
Balance at period end (in shares) at Sep. 24, 2022 | 84,331,536 | |||||||||||
Balance at beginning of period (in shares) at Jun. 25, 2022 | 0 | |||||||||||
Balance at beginning of period at Jun. 25, 2022 | $ 0 | $ 859 | 730,963 | (673) | 155,331 | (149,973) | ||||||
Balance at beginning of period (in shares) at Jun. 25, 2022 | 85,857,994 | |||||||||||
Increase (Decrease) in Stockholders' Equity | ||||||||||||
Shares issued for exercise/vesting of share-based compensation awards (in shares) | 134,218 | |||||||||||
Shares issued for exercise/vesting of share-based compensation awards | $ 1 | 0 | ||||||||||
Shares repurchased (in shares) | (1,641,084) | |||||||||||
Shares repurchased | $ (17) | (25,274) | ||||||||||
Shares surrendered for tax obligations for employee share-based transactions (in shares) | (19,592) | |||||||||||
Shares surrendered for tax obligations for employee share-based transactions | (341) | |||||||||||
Amortization of share-based compensation | (316) | |||||||||||
Net income | (33,192) | (33,192) | ||||||||||
Foreign currency adjustments | (55,196) | (55,196) | ||||||||||
Realized gain net investment hedges | $ 0 | |||||||||||
Unrealized (loss) gain on interest rate hedges | 2,341 | |||||||||||
Net actuarial pension gain | 583 | 583 | ||||||||||
Balance at end of period at Sep. 24, 2022 | $ 625,096 | $ 843 | 729,633 | 730,306 | (673) | 96,865 | (202,245) | |||||
Balance at period end (in shares) at Sep. 24, 2022 | 84,331,536 | |||||||||||
Balance at beginning of period (in shares) at Dec. 31, 2022 | 0 | 0 | ||||||||||
Balance at beginning of period at Dec. 31, 2022 | $ 723,548 | $ 0 | $ 843 | 735,526 | (673) | 130,486 | (142,634) | |||||
Balance at beginning of period (in shares) at Dec. 31, 2022 | 84,347,712 | 84,347,712 | ||||||||||
Increase (Decrease) in Stockholders' Equity | ||||||||||||
Shares issued for exercise/vesting of share-based compensation awards (in shares) | 975,200 | |||||||||||
Shares issued for exercise/vesting of share-based compensation awards | $ 10 | 221 | ||||||||||
Shares repurchased (in shares) | 0 | |||||||||||
Shares surrendered for tax obligations for employee share-based transactions (in shares) | (108,461) | |||||||||||
Shares surrendered for tax obligations for employee share-based transactions | $ (1) | (1,637) | ||||||||||
Amortization of share-based compensation | 13,181 | |||||||||||
Net income | $ 97,200 | 97,200 | ||||||||||
Foreign currency adjustments | 12,097 | 12,097 | ||||||||||
Unrealized (loss) gain on interest rate hedges | (8,726) | |||||||||||
Net actuarial pension gain | $ 1,265 | 1,265 | ||||||||||
Balance at period end (in shares) at Sep. 30, 2023 | 0 | |||||||||||
Balance at end of period at Sep. 30, 2023 | $ 837,158 | $ 852 | 746,618 | 747,291 | (673) | 227,686 | (137,998) | |||||
Balance at period end (in shares) at Sep. 30, 2023 | 85,214,451 | 85,214,451 | ||||||||||
Balance at beginning of period (in shares) at Jul. 01, 2023 | 0 | |||||||||||
Balance at beginning of period at Jul. 01, 2023 | $ 0 | $ 850 | 744,015 | (673) | 183,901 | (145,709) | ||||||
Balance at beginning of period (in shares) at Jul. 01, 2023 | 85,048,937 | |||||||||||
Increase (Decrease) in Stockholders' Equity | ||||||||||||
Shares issued for exercise/vesting of share-based compensation awards (in shares) | 182,966 | |||||||||||
Shares issued for exercise/vesting of share-based compensation awards | $ 2 | 86 | ||||||||||
Shares repurchased (in shares) | 0 | |||||||||||
Shares repurchased | $ 0 | |||||||||||
Shares surrendered for tax obligations for employee share-based transactions (in shares) | (17,452) | |||||||||||
Shares surrendered for tax obligations for employee share-based transactions | (306) | |||||||||||
Amortization of share-based compensation | 3,496 | |||||||||||
Net income | $ 43,785 | 43,785 | ||||||||||
Foreign currency adjustments | 12,418 | $ 12,418 | ||||||||||
Realized gain net investment hedges | $ (2,511) | |||||||||||
Unrealized (loss) gain on interest rate hedges | $ (3,365) | |||||||||||
Net actuarial pension gain | $ 1,169 | $ 1,169 | ||||||||||
Balance at period end (in shares) at Sep. 30, 2023 | 0 | |||||||||||
Balance at end of period at Sep. 30, 2023 | $ 837,158 | $ 852 | $ 746,618 | $ 747,291 | $ (673) | $ 227,686 | $ (137,998) | |||||
Balance at period end (in shares) at Sep. 30, 2023 | 85,214,451 | 85,214,451 |
CONSOLIDATED STATEMENTS OF EQ_2
CONSOLIDATED STATEMENTS OF EQUITY (unaudited) (Parenthetical) - $ / shares | Sep. 30, 2023 | Dec. 31, 2022 | Sep. 24, 2022 |
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 (unaudited) - USD ($) $ in Thousands | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 24, 2022 | ||
OPERATING ACTIVITIES | |||
Net income (loss) | $ 97,200 | $ 12,106 | |
Adjustments to reconcile net income to cash provided by (used in) operating activities: | |||
Depreciation and amortization | 102,704 | 97,624 | |
Deferred income taxes | 8,817 | 9,623 | |
Net (gain) loss on disposition of assets | (3,906) | 353 | |
Goodwill impairment | 0 | 54,885 | |
Adjustment to carrying value of assets | 4,759 | 534 | |
Amortization of deferred financing costs | 2,148 | 2,298 | |
Loss on extinguishment of debt | 6,487 | 0 | |
Gain on sale of discontinued operations, net of tax | (26,076) | 0 | |
Stock-based compensation | 13,181 | 10,946 | |
Amortization of U.S. pension expense | 375 | 1,083 | |
Recovery of cost from interest received on impaired notes | (3,000) | (13,953) | |
Other items, net | (10,684) | 41,859 | |
Net change in operating assets and liabilities: | |||
Accounts receivable | (50,234) | (166,610) | |
Inventories | 74,772 | (146,992) | |
Other assets | 22,105 | (31,143) | |
Accounts payable and accrued expenses | 45,548 | 67,134 | |
Change in short-term and long-term tax liabilities | (11,213) | (13,173) | |
Net cash provided by (used in) operating activities | 272,983 | (73,426) | |
INVESTING ACTIVITIES | |||
Purchases of property and equipment | (69,627) | (53,070) | |
Proceeds from sale of property and equipment | 6,259 | 1,190 | |
Purchase of intangible assets | (10,734) | (4,392) | |
Proceeds (payments) related to the sale of JW Australia | [1] | 367,525 | 0 |
Recovery of cost from interest received on impaired notes | 3,000 | 13,953 | |
Cash received for notes receivable | 148 | 79 | |
Cash received from insurance proceeds | 3,165 | 0 | |
Change in securities for deferred compensation plan | (893) | (486) | |
Net cash provided by (used in) investing activities | 298,843 | (42,726) | |
FINANCING ACTIVITIES | |||
Change in long-term debt and payments of debt extinguishment costs | (549,346) | 84,775 | |
Common stock issued for exercise of options | 231 | 2,011 | |
Common stock repurchased | 0 | (131,987) | |
Payments to tax authorities for employee share-based compensation | (1,638) | (2,657) | |
Net cash used in financing activities | (550,753) | (47,858) | |
Effect of foreign currency exchange rates on cash | (2,035) | (31,732) | |
Net increase (decrease) in cash and cash equivalents | 19,038 | (195,742) | |
Cash, cash equivalents and restricted cash, beginning | 220,868 | 396,890 | |
Cash, cash equivalents and restricted cash, ending | 239,906 | 201,148 | |
Cash, cash equivalents, and restricted cash | 239,906 | 156,358 | |
Cash and cash equivalents | 0 | 44,790 | |
Cash and cash equivalents at end of period | $ 239,906 | $ 201,148 | |
[1](1) Includes proceeds from the sale of JW Australia, net of the $73.9 million of cash divested. |
CONSOLIDATED STATEMENTS OF CA_2
CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) (Parenthetical) - USD ($) $ in Thousands | Sep. 30, 2023 | Jul. 02, 2023 | Dec. 31, 2022 | Sep. 24, 2022 |
Cash and cash equivalents | $ 0 | $ 44,790 | ||
Held-for-sale | JW Australia | ||||
Cash and cash equivalents | $ 73,900 | $ 54,931 |
Description of Company and Summ
Description of Company and Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2023 | |
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 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. Our continuing operations include facilities located in the U.S., Canada, Europe, 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. 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 30, 2023 and for the three and nine months ended September 30, 2023 and September 24, 2022, 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 30, 2023 are not necessarily indicative of the results to be expected for the year ending December 31, 2023, or any other period. The accompanying consolidated balance sheet as of December 31, 2022 was derived from audited financial statements included in our Annual Report on 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, 2022. On April 17, 2023, we entered into a Share Sale Agreement with Aristotle Holding III Pty Limited, a subsidiary of Platinum Equity Advisors, LLC, to sell our Australasia business (“JW Australia”). On July 2, 2023, we completed the sale. The net assets and operations of the disposal group met the criteria to be classified as “discontinued operations” and are reported as such in all periods presented unless otherwise noted. The consolidated statements of cash flows include cash flows from discontinued operations through the divestiture date of July 2, 2023. See Note 2 - Discontinued Operations for further information. All U.S. dollar and other currency amounts, except per share amounts, are presented in thousands unless otherwise noted. 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 assisted 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 from the CARES Act in the U.S., which included a provision that allowed employers to defer the remittance of the employer portion of the social security tax relating to 2020. The deferred employment payment must be paid over two years. Original payment due dates were in 2021 and 2022, however updated guidance provided by the Internal Revenue Service in December 2021 allowed for these payments to be made during 2022 and 2023. The Company deferred $20.9 million of the employer portion of social security tax in 2020, of which $9.9 million was paid in the first quarter of 2022 and the remaining $11.0 million was paid in the fourth quarter of 2022. Recent Accounting Standards – 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 (“ASU 2020-04”), 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. In December 2022, the FASB issu ed ASU No. 2022-06, Deferral of the Sunset Date of Topic 848, wh ich extended the relief provisions under Topic 848 through December 31, 2024. 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 reform. 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. In June 2023, we executed amendments to our Term Loan Facility, ABL Facility and interest rate derivative agreements to replace LIBOR with a Term SOFR based rate. These contract amendments did not have a material impact on the Company’s consolidated financial statements. Refer to Note 10. - Long-Term Debt and Note 19 - Derivative Financial Instruments for further information. 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. |
Discontinued Operations
Discontinued Operations | 9 Months Ended |
Sep. 30, 2023 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Discontinued Operations | Discontinued Operations On April 17, 2023, we entered into a Share Sale Agreement with Aristotle Holding III Pty Limited, a subsidiary of Platinum Equity Advisors, LLC, to sell our Australasia business (“JW Australia”), for a purchase price of approximately AUD $688 million. On July 2, 2023, we completed the sale, receiving net cash proceeds of approximately $446 million, including $3.3 million of cash received from the settlement of certain forward contracts (refer to Note 19 . Derivative Financial Instruments for further information). We recorded a net gain on the sale of JW Australia of $26.1 million, net of taxes. The net gain on sale includes $30.3 million of cumulative translation adjustments losses and $1.0 million of accumulated net actuarial pension losses reclassified from other comprehensive income. This divestiture qualified as a discontinued operation as of April 17, 2023 since it represents a strategic shift for us and has a major effect on our consolidated results of operations. Accordingly, the results of operations for the JW Australia reportable segment, together with certain costs related to the sale, have been classified as discontinued operations within the consolidated statements of operations for all periods presented. Subsequent to the completion of the sale, we entered into an agreement to provide certain transition services to JW Australia, including providing information technology post-closing services, purchases under a supply agreement, and reimbursement for certain costs to upgrade specific IT systems up to a capped amount. The Company had reserved approximately $8.6 million relating to these matters as of September 30, 2023. The Company has determined the impact of the continuing involvement is insignificant to our consolidated financial statements. The following is a summary of the major categories of assets and liabilities of JW Australia that had been reflected as held for sale in the periods preceding the divestiture at: (amounts in thousands) December 31, 2022 ASSETS Cash and cash equivalents $ 54,931 Accounts receivable, net 72,516 Inventories 71,984 Other current assets 5,301 Current assets of discontinued operations $ 204,732 Property and equipment, net $ 120,482 Deferred tax assets 13,019 Goodwill 78,552 Intangible assets, net 43,998 Operating lease assets, net 38,887 Other assets 1,822 Non-current assets of discontinued operations $ 296,760 LIABILITIES Accounts payable $ 33,704 Accrued payroll and benefits 26,635 Accrued expenses and other current liabilities 43,975 Current maturities of long-term debt 298 Current liabilities of discontinued operations $ 104,612 Long-term debt $ 448 Unfunded pension liability 4,396 Operating lease liability 30,753 Deferred credits and other liabilities 1,962 Deferred tax liabilities 863 Non-current liabilities of discontinued operations $ 38,422 The balances of the assets and liabilities of JW Australia as of the divestiture date of July 2, 2023 did not materially change from the balances as of July 1, 2023 disclosed in our Form 10-Q for the second quarter of 2023. Components of amounts reflected in the consolidated statements of operations related to discontinued operations are presented in the table, as follows: Three Months Ended Nine Months Ended (amounts in thousands) September 30, September 24, September 30, September 24, Net revenues $ — $ 165,214 $ 301,876 $ 452,598 Cost of sales — 120,824 211,575 337,025 Gross margin — 44,390 90,301 115,573 Selling, general and administrative 606 30,186 62,083 83,628 Restructuring and asset related charges — 27 — 80 Operating income (loss) (606) 14,177 28,218 31,865 Interest income, net — (135) (685) (80) Other income, net (17) (2,510) (2,274) (4,580) Income (loss) from discontinued operations before taxes (589) 16,822 31,177 36,525 Income tax expense (benefit) (1,390) 4,950 7,928 10,738 Income from discontinued operations, net of tax $ 801 $ 11,872 $ 23,249 $ 25,787 The cash flows related to discontinued operations have not been segregated and are included in the consolidated statements of cash flows through the divestiture date of July 2, 2023. The following table presents cash flow and non-cash information related to discontinued operations: Nine Months Ended (amounts in thousands) September 30, September 24, Depreciation and amortization $ 5,196 $ 14,360 Capital expenditures 6,229 4,359 Share-based incentive compensation 926 1,196 Provision for bad debt 5,062 368 Unless otherwise noted, discussion within the notes to the consolidated financial statements relates to continuing operations only and excludes the historical JW Australia reportable operating segment. During 2021, the Company ceased the appeal process for its litigation with Steves & Sons, Inc. (“Steves”) further described in Note 21 - C ommitments and Contingencies. As a result, we are required to divest the Company’s Towanda, PA operations (“Towanda”). As of September 30, 2023 and December 31, 2022, the assets and liabilities associated with the sale of Towanda qualify as held for sale. Since the Company will continue manufacturing door skins for its internal needs, the divestiture decision did not represent a strategic shift thereby precluding the divestiture as qualifying as a discontinued operation. We will continue to report the Towanda results within our North America operations until the divestiture is finalized. In addition to the Towanda net assets, we own property in Australia with an insignificant value, which is also classified as held for sale in the accompanying consolidated balance sheet as of September 30, 2023. The assets and liabilities included within the summary below are expected to be disposed of within the next twelve months and are included in assets held for sale and liabilities held for sale in the accompanying consolidated balance sheets. (amounts in thousands) September 30, 2023 December 31, 2022 Assets Inventory $ 17,102 $ 16,592 Other current assets 157 110 Property and equipment 49,502 41,600 Intangible assets 1,471 1,471 Goodwill 65,000 65,000 Operating lease assets 975 975 Assets held for sale $ 134,207 $ 125,748 Liabilities Accrued payroll and benefits $ 1,231 $ 852 Accrued expenses and other current liabilities 6,927 4,707 Current maturities of long term debt — 1 Operating lease liability 58 480 Liabilities held for sale $ 8,216 $ 6,040 |
Accounts Receivable
Accounts Receivable | 9 Months Ended |
Sep. 30, 2023 | |
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, including 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 do require advance payment, guarantees, a security interest in the products sold to a customer, and/or letters of credit in certain situations. At September 30, 2023 and December 31, 2022, we had an allowance for credit losses of $12.0 million and $15.4 million, respectively. The decrease in the allowance for credit losses in the nine months ended September 30, 2023 is due to improved collections experience in our North America segment and decreased consolidated net revenues. |
Inventories
Inventories | 9 Months Ended |
Sep. 30, 2023 | |
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 30, 2023 December 31, 2022 Raw materials $ 403,114 $ 458,768 Work in process 23,058 28,295 Finished goods 92,271 107,408 Total inventories $ 518,443 $ 594,471 |
Property and Equipment, Net
Property and Equipment, Net | 9 Months Ended |
Sep. 30, 2023 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment, Net | Property and Equipment, Net (amounts in thousands) September 30, 2023 December 31, 2022 Property and equipment $ 1,916,457 $ 1,897,751 Accumulated depreciation (1,288,424) (1,255,747) Total property and equipment, net $ 628,033 $ 642,004 We recorded accelerated depreciation of our plant and equipment of $1.1 million and $4.3 million during the three and nine months ended September 30, 2023 within restructuring and asset related charges in the accompanying consolidated statements of operations. We recorded accelerated depreciation of $0.5 million in the nine months ended September 24, 2022, all of which was incurred in the second quarter. For more information, refer to Note 16 - Restructuring and Asset Related Charges. During the nine months ended September 30, 2023, we recorded $9.1 million of accelerated depreciation resulting from reviews of our North America equipment capacity optimization, all of which were incurred in the second quarter. These charges were recorded within cost of sales in the accompanying consolidated statements of operations. The effect on our carrying value of property and equipment due to currency translations for foreign property and equipment, net, was a decrease of $1.0 million as of September 30, 2023 compared to December 31, 2022. Depreciation expense was recorded as follows: Three Months Ended Nine Months Ended (amounts in thousands) September 30, 2023 September 24, 2022 September 30, 2023 September 24, 2022 Cost of sales $ 19,315 $ 20,131 $ 69,843 $ 59,620 Selling, general and administrative 1,379 1,311 4,267 4,062 Total depreciation expense $ 20,694 $ 21,442 $ 74,110 $ 63,682 |
Goodwill
Goodwill | 9 Months Ended |
Sep. 30, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill | Goodwill The following table summarizes the changes in goodwill by reportable segment: (amounts in thousands) North Europe Total Balance as of December 31, 2022 $ 182,269 $ 199,684 $ 381,953 Currency translation 31 (3,085) (3,054) Balance as of September 30, 2023 $ 182,300 $ 196,599 $ 378,899 |
Intangible Assets, Net
Intangible Assets, Net | 9 Months Ended |
Sep. 30, 2023 | |
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 30, 2023 (amounts in thousands) Cost Accumulated Net Customer relationships and agreements $ 120,707 $ (79,497) $ 41,210 Software 111,091 (45,872) 65,219 Trademarks and trade names 31,617 (10,176) 21,441 Patents, licenses and rights 12,630 (4,248) 8,382 Total amortizable intangibles $ 276,045 $ (139,793) $ 136,252 December 31, 2022 (amounts in thousands) Cost Accumulated Net Customer relationships and agreements $ 121,461 $ (73,182) $ 48,279 Software 108,611 (36,231) 72,380 Trademarks and trade names 31,789 (9,000) 22,789 Patents, licenses and rights 9,942 (5,284) 4,658 Total amortizable intangibles $ 271,803 $ (123,697) $ 148,106 The effect on our carrying value of intangible assets due to currency translations for foreign intangible assets as of September 30, 2023 compared to December 31, 2022 was a decrease of $0.5 million. Amortization expense was recorded as follows: Three Months Ended Nine Months Ended (amounts in thousands) September 30, 2023 September 24, 2022 September 30, 2023 September 24, 2022 Amortization expense $ 9,166 $ 6,169 $ 21,166 $ 18,805 We recorded accelerated amortization of $3.5 million during the three and nine months ended September 30, 2023 related to an ERP system that we intend to not utilize upon completion of the JW Australia Transition Services Agreement period. We expect to record an additional $24.8 million of accelerated amortization related to this ERP through the second quarter of 2024. |
Accrued Expenses and Other Curr
Accrued Expenses and Other Current Liabilities | 9 Months Ended |
Sep. 30, 2023 | |
Payables and Accruals [Abstract] | |
Accrued Expenses and Other Current Liabilities | Accrued Expenses and Other Current Liabilities (amounts in thousands) September 30, 2023 December 31, 2022 Accrued sales and advertising rebates $ 77,453 $ 90,461 Current portion of operating lease liability 31,171 31,152 Non-income related taxes 27,691 22,615 Accrued freight 24,874 17,377 Current portion of warranty liability (Note 9) 22,034 21,215 Accrued expenses 20,364 13,505 Current portion of accrued claim costs relating to self-insurance programs 14,036 16,231 Accrued income taxes payable 11,885 9,368 Accrued interest payable 8,792 4,036 Deferred revenue and customer deposits 7,272 10,084 Current portion of restructuring accrual ( Note 16 ) 7,122 5,021 Legal claims provision 1,372 3,490 Current portion of derivative liability (Note 19) 1,225 3,346 Total accrued expenses and other current liabilities $ 255,291 $ 247,901 The legal claims provision relates primarily to contingencies associated with the ongoing legal matters disclosed in Note 21 - 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. 30, 2023 | |
Product Warranties Disclosures [Abstract] | |
Warranty Liability | Warranty LiabilityWarranty 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 30, 2023 September 24, 2022 Balance as of January 1 $ 52,389 $ 53,367 Current period charges 23,930 20,744 Experience adjustments (992) 384 Payments (22,925) (21,041) Currency translation (101) (1,307) Balance at period end 52,301 52,147 Current portion (22,034) (20,773) Long-term portion $ 30,267 $ 31,374 The most significant component of our warranty liability as of September 30, 2023 and September 24, 2022 was in the North America segment. As of September 30, 2023, the warranty liability in the North America segment totaled $45.4 million after discounting future estimated cash flows at rates between 0.53% and 3.80%. Without discounting, the liability would have increased by approximately $3.8 million. |
Long-Term Debt
Long-Term Debt | 9 Months Ended |
Sep. 30, 2023 | |
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 30, 2023 September 30, 2023 December 31, 2022 (amounts in thousands) Interest Rate Senior Notes 4.63% - 4.88% $ 600,000 $ 800,000 Senior Secured Notes — 250,000 Term loans 1.30% - 7.68% 537,835 541,970 Revolving credit facilities — 55,000 Finance leases and other financing arrangements 2.00% - 8.28% 81,520 89,038 Mortgage notes 5.67% - 6.17% 21,360 22,472 Total Debt 1,240,715 1,758,480 Unamortized debt issuance costs and original issue discounts (6,962) (11,597) Current maturities of long-term debt (40,501) (34,093) Long-term debt $ 1,193,252 $ 1,712,790 Summaries of our significant changes to outstanding debt agreements as of September 30, 2023 are as follows: Senior Secured Notes and Senior Notes 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 (“4.63% Senior Notes”), 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. In May 2020, we issued $250.0 million of Senior Secured Notes bearing interest at 6.25% and maturing in May 2025 (“6.25% Senior Secured Notes”) 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. On August 3, 2023, we redeemed all $250.0 million of our 6.25% Senior Secured Notes and $200.0 million of our 4.63% Senior Notes. The Company recognized a pre-tax loss of $6.5 million on the redemption in the three and nine months ended September 30, 2023, consisting of $3.9 million in call premium and $2.6 million in accelerated amortization of debt issuance costs. Term Loans U.S. Facility - Initially executed in October 2014, we amended the Term Loan Facility in July 2021 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 previously existing term loans. The replacement term loans originally bore 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, and adds language to address the replacement of LIBOR with a SOFR basis upon the June 30, 2023 cessation of the publication of LIBOR. Voluntary prepayments of the replacement term loans are permitted at any time, in certain minimum principal amounts, but were subject to a 1.00% premium during the first six months. The amendment requires 0.25% of the initial principal to be repaid quarterly until maturity. 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. In June 2023, we amended the Term Loan Facility to replace LIBOR with a Term SOFR based rate as the successor benchmark rate and made certain other technical amendments and related conforming changes. All other material terms and conditions were unchanged. As of September 30, 2023, the outstanding principal balance, net of original issue discount, was $536.7 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. In June 2023, the interest rate swap agreements were amended to convert to a SOFR basis on June 30, 2023, resulting in a weighted average fixed rate of 0.317% paid against one-month USD-SOFR CME Term floored at (0.10)%. 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 19 - Derivative Financial Instruments for additional information on our derivative assets and liabilities. Revolving Credit Facility ABL Facility - 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, provide additional covenant flexibility, conform certain terms and provisions to the Term Loan Facility, and amend the interest rate grid applicable to the loans thereunder by adding language to address the replacement of LIBOR with a SOFR basis upon the June 30, 2023 cessation of the publication of LIBOR. Pursuant to the amendment, the amount allocated to U.S. borrowers was increased to $465.0 million. The amount allocated to Canadian borrowers was maintained at $35.0 million. Borrowings under the ABL Facility bore, 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 (subject to a floor of 0.00%) plus a margin of 1.25% to 1.50% depending on excess availability. All other material terms and conditions were unchanged. In June 2023, we amended the ABL Facility to replace LIBOR with a Term SOFR based rate as the successor benchmark rate and made certain other technical amendments and related conforming changes. All other material terms and conditions were unchanged. As of September 30, 2023, we had no outstanding borrowings, $39.0 million in letters of credit and $453.4 million available under the ABL Facility. Mortgage Notes – In December 2007, we entered into thirty-year mortgage notes secured by land and buildings in Denmark with principal payments which began in 2018. As of September 30, 2023, we had DKK 150.6 million ($21.4 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 30, 2023, we had $81.5 million outstanding in this category, with maturities ranging from 2023 to 2031. As of September 30, 2023, we were in compliance with the terms of all of our Credit Facilities and the indentures governing the Senior Notes. |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2023 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes The effective income tax rate for continuing operations was 50.7% and 39.8% for the three and nine months ended September 30, 2023, respectively, and (35.1)% and 288.0% for the three and nine months ended September 24, 2022, respectively. In accordance with ASC 740-270, we recorded an income tax expense of $17.4 million and $31.6 million from continuing operations in the three and nine months ended September 30, 2023, respectively, and $11.7 million and $21.0 million from continuing operations in the three and nine months ended September 24, 2022, respectively. We applied our estimated annual effective tax rate to 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. 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 expense for discrete items included in the tax provision for continuing operations for the three months ended September 30, 2023 was $7.0 million, compared to a tax expense of $1.9 million for the three months ended September 24, 2022. The discrete tax expense amounts for the three months ended September 30, 2023 comprised primarily of $5.7 million of tax expense attributable to an increase in the valuation allowance on U.S. foreign tax credit carryforwards and a net $2.3 million of tax expense due to changes in uncertain tax positions (“UTPs”), partially offset by a $0.9 million net tax benefit attributable to the decrease in the valuation allowance on U.S. state net operating losses. The discrete tax expense amounts for the three months ended September 24, 2022 comprised primarily of $2.8 million of tax expense attributable to share-based compensation, partially offset by $1.1 million of tax benefit attributed to return-to-provision adjustments. The tax expense related to discrete items included in the tax provision for continuing operations for the nine months ended September 30, 2023 was $9.6 million, compared to a tax benefit of $4.5 million for the nine months ended September 24, 2022. The discrete tax expense for the nine months ended September 30, 2023 were comprised primarily of $5.7 million of tax expense attributable to an increase in the valuation allowance on U.S. foreign tax credit carryforwards, a net $2.0 million of tax expense due to changes in UTPs, $1.6 million of tax expense attributable to share-based compensation and a $0.6 million increase in the valuation allowance in U.S. state net operating losses. The discrete tax benefits for the nine months ended September 24, 2022 were comprised primarily of $9.5 million of tax benefit related to movement in the valuation allowance due to changes in estimated forecasted earnings and $1.2 million of tax benefit attributable to return-to-provision adjustments, partially offset by $3.4 million of tax expense attributable to share-based compensation, $2.6 million of tax expense attributable to interest expense on UTPs. 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. During the nine months ended September 30, 2023, we settled our income tax audit in the amount of $8.4 million principal excluding interest with the Denmark tax authority. We previously provided a reserve for the Denmark income tax audit and have reduced our uncertain tax position reserve as a result of the settlement. We increased our reserve by $11.6 million during the three months ended September 30, 2023 due to ongoing audits in Europe, partially offset by a $9.3 million recognition of a deferred tax asset under our capacity management agreement structure. We had unrecognized tax benefits without regard to accrued interest of $35.2 million and $29.3 million as of September 30, 2023 and December 31, 2022, respectively. The Company continually evaluates its global cash needs. As of September 30, 2023, the Company continues to make an indefinite reinvestment assertion on the future earnings of its foreign subsidiaries. |
Segment Information
Segment Information | 9 Months Ended |
Sep. 30, 2023 | |
Segment Reporting [Abstract] | |
Segment Information | Segment Information We report our segment information in the same way management internally organizes the business to assess performance and make decisions regarding allocation of resources in accordance with ASC 280-10- Segment Reporting . Management reviews net revenues and Adjusted EBITDA from continuing operations to evaluate segment performance and allocate resources. We define Adjusted EBITDA from continuing operations as income (loss) from continuing operations, net of tax, adjusted for the following items: income tax expense (benefit); depreciation and amortization; interest expense, net ; and certain special items consisting of non-recurring legal and professional expenses and settlements; goodwill impairment; restructuring and asset related charges; other facility closure, consolidation, and other related costs and adjustments; M&A related costs; loss on extinguishment of debt; share-based compensation expense; non-cash foreign exchange transaction/translation (income) loss; and other special items. We use Adjusted EBITDA from continuing operations because we believe this measure assists investors and analysts in comparing our operating performance across reporting periods on a consistent basis by excluding items that we do not believe are indicative of our core operating performance. This non-GAAP financial measure should be viewed in addition to, and not as a substitute for, the Company’s reported results prepared in accordance with GAAP. We have two reportable segments in our continuing operations, organized and managed principally in geographic regions: North America and Europe. We report all other business activities in Corporate and unallocated costs. Factors considered in determining the two 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. . The following tables set forth certain information relating to our segments’ operations: (amounts in thousands) North Europe Total Operating Corporate Total Three Months Ended September 30, 2023 Total net revenues $ 790,327 $ 289,692 $ 1,080,019 $ — $ 1,080,019 Intersegment net revenues (42) (2,997) (3,039) — (3,039) Net revenues from external customers $ 790,285 $ 286,695 $ 1,076,980 $ — $ 1,076,980 Three Months Ended September 24, 2022 Total net revenues $ 835,319 $ 305,011 $ 1,140,330 $ — $ 1,140,330 Intersegment net revenues (185) (120) (305) — (305) Net revenues from external customers $ 835,134 $ 304,891 $ 1,140,025 $ — $ 1,140,025 (amounts in thousands) North Europe Total Operating Corporate Total Nine Months Ended September 30, 2023 Total net revenues $ 2,375,633 $ 911,875 $ 3,287,508 $ — $ 3,287,508 Intersegment net revenues (203) (4,036) (4,239) — (4,239) Net revenues from external customers $ 2,375,430 $ 907,839 $ 3,283,269 $ — $ 3,283,269 Nine Months Ended September 24, 2022 Total net revenues $ 2,397,370 $ 968,364 $ 3,365,734 $ — $ 3,365,734 Intersegment net revenues (786) (154) (940) — (940) Net revenues from external customers $ 2,396,584 $ 968,210 $ 3,364,794 $ — $ 3,364,794 (amounts in thousands) North Europe Total Operating Corporate Total Three Months Ended September 30, 2023 Income (loss) from continuing operations, net of tax $ 40,469 $ 10,672 $ 51,141 $ (34,233) $ 16,908 Income tax expense (benefit) 27,412 5,974 33,386 (15,987) 17,399 Depreciation and amortization (1) 17,128 7,482 24,610 6,341 30,951 Interest expense, net 604 147 751 15,986 16,737 Restructuring and asset related charges 11,890 838 12,728 (30) 12,698 Net other special items 2,459 (662) 1,797 9,251 11,048 Adjusted EBITDA from continuing operations $ 99,962 $ 24,451 $ 124,413 $ (18,672) $ 105,741 Three Months Ended September 24, 2022 Income (loss) from continuing operations, net of tax $ 80,983 $ (53,685) $ 27,298 $ (72,362) $ (45,064) Income tax expense (benefit) (2) 1,624 (5,857) (4,233) 15,948 11,715 Depreciation and amortization 17,568 7,208 24,776 3,150 27,926 Interest expense, net 1,152 1,653 2,805 18,468 21,273 Goodwill impairment — 54,885 54,885 — 54,885 Restructuring and asset related charges 814 3,411 4,225 2,327 6,552 Net other special items 3,150 10,471 13,621 3,613 17,234 Adjusted EBITDA from continuing operations $ 105,291 $ 18,086 $ 123,377 $ (28,856) $ 94,521 (1) Corporate and Unallocated Costs depreciation and amortization expense in the three months ended September 30, 2023 includes accelerated amortization of $3.5 million for an ERP system that we intend to not utilize upon completion of the JW Australia Transition Services Agreement period. (2) Income tax expense (benefit) in Corporate and unallocated costs in the three months ended September 30, 2022 includes the tax impact of U.S. Operations. (amounts in thousands) North Europe Total Operating Corporate Total Nine Months Ended September 30, 2023 Income (loss) from continuing operations, net of tax 126,987 28,627 155,614 (107,739) 47,875 Income tax expense (benefit) 63,072 10,469 73,541 (41,903) 31,638 Depreciation and amortization (1) 62,625 22,414 85,039 12,469 97,508 Interest expense, net 4,188 692 4,880 54,203 59,083 Restructuring and asset related charges 25,360 2,620 27,980 796 28,776 Net other special items 5,746 1,128 6,874 22,175 29,049 Adjusted EBITDA from continuing operations $ 287,978 $ 65,950 $ 353,928 $ (59,999) $ 293,929 Nine Months Ended September 24, 2022 Income (loss) from continuing operations, net of tax 188,882 (51,189) 137,693 (151,374) (13,681) Income tax expense (benefit) (2) 4,629 (1,331) 3,298 17,662 20,960 Depreciation and amortization 51,116 22,703 73,819 9,445 83,264 Interest expense, net 3,070 5,512 8,582 51,212 59,794 Goodwill impairment — 54,885 54,885 — 54,885 Restructuring and asset related charges 5,565 3,945 9,510 2,286 11,796 Net other special items 12,586 18,299 30,885 22,911 53,796 Adjusted EBITDA from continuing operations $ 265,848 $ 52,824 $ 318,672 $ (47,858) $ 270,814 (1) Corporate and Unallocated Costs depreciation and amortization expense in the nine months ended September 30, 2023 includes accelerated amortization of $3.5 million for an ERP system that we intend to not utilize upon completion of the JW Australia Transition Services Agreement period. North America depreciation and amortization expense in the nine months ended September 30, 2023 includes accelerated depreciation of $9.1 million from reviews of equipment capacity optimization. Reconciliations of income (loss) from continuing operations to Adjusted EBITDA from continuing operations are as follows: Three Months Ended Nine Months Ended (amounts in thousands) September 30, 2023 September 24, 2022 September 30, 2023 September 24, 2022 Income (loss) from continuing operations, net of tax 16,908 (45,064) 47,875 (13,681) Income tax expense 17,399 11,715 31,638 20,960 Depreciation and amortization (1) 30,951 27,926 97,508 83,264 Interest expense, net 16,737 21,273 59,083 59,794 Special items: Legal and professional expenses and settlements (2) 7,401 2,496 13,609 5,005 Goodwill impairment (3) — 54,885 — 54,885 Restructuring and asset related charges (4) 12,698 6,552 28,776 11,796 Other facility closure, consolidation, and related costs and adjustments (5) 81 9,059 2,699 14,270 M&A related costs (6) 1,202 2,968 5,171 8,735 Net (gain) loss on sale of property and equipment (7) (4,040) 77 (3,953) 301 Loss on extinguishment of debt (8) 6,487 — 6,487 — Share-based compensation expense (income) (9) 3,382 (758) 12,255 9,750 Non-cash foreign exchange transaction/translation loss (income) (10) 271 2,779 (897) 9,739 Other special items (11) (3,736) 613 (6,322) 5,996 Adjusted EBITDA from continuing operations $ 105,741 $ 94,521 $ 293,929 $ 270,814 (1) Depreciation and amortization expense in the three and nine months ended September 30, 2023 includes accelerated amortization of $3.5 million for an ERP system that we intend to not utilize upon completion of the JW Australia Transition Services Agreement period. In addition, the nine months ended September 30, 2023 includes accelerated depreciation of $9.1 million in North America from reviews of equipment capacity optimization. (2) Legal and professional expenses and settlements include strategic transformation expenses of $7.1 million and $12.0 million in the three and nine months ended September 30, 2023, respectively, and $1.4 million in the three and nine months ended September 24, 2022. The residual amounts primarily relate to litigation. (3) Goodwill impairment consists of goodwill impairment charges associated with our Europe reporting unit. (4) Represents severance, accelerated depreciation, equipment relocation and other expenses directly incurred as a result of restructuring events. The restructuring charges primarily relate to charges incurred to close certain manufacturing facilities in our North America segment. (5) Other facility closure, consolidation, and other related costs and adjustments primarily related to winding down certain facilities scheduled to close in 2023 as well as certain facilities closed in 2022 that do not meet the U.S. GAAP definition of restructuring. (6) M&A related costs consists primarily of legal and professional expenses related to the planned disposition of Towanda. (7) Gain on sale of property and equipment in the three and nine months ended September 30, 2023 primarily relates to the sale of a building in Melton, UK. (8) Loss on extinguishment of debt of $6.5 million is related to the redemption of $250.0 million of our 6.25% Senior Secured Notes and $200.0 million of our 4.63% Senior Notes. (9) Represents non-cash equity-based compensation expense related to the issuance of share-based awards. (10) Non-cash foreign exchange transaction/translation loss (income) primarily consists of losses (gains) associated with fair value adjustments of foreign currency derivatives and revaluation of intercompany balances. (11) Other special items not core to ongoing business activity include: (i) in the three months ended September 30, 2023 ($3.1) million in income from short-term investments and forward contracts related to the JW Australia divestiture; (ii) in the three months ended September 24, 2022, $3.2 million relating primarily to exit costs for executives and ($2.9) million in adjustments related to fire damage and downtime at one of our facilities in North America; (iii) in the nine months ended September 30, 2023, ($3.1) million in income from short-term investments and forward contracts related to the JW Australia divestiture and ($2.8) million in adjustments to compensation and non-income taxes associated with exercises of legacy equity awards; and (iv) in the nine months ended September 24, 2022, $3.2 million relating primarily to exit costs for executives and $1.9 million in compensation and non-income taxes associated with exercises of legacy equity awards. |
Capital Stock
Capital Stock | 9 Months Ended |
Sep. 30, 2023 | |
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 30, 2023 and December 31, 2022 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 July 27, 2021, our Board of Directors increased our previous repurchase authorization to a total of $400.0 million with no expiration date. On July 28, 2022, our Board of Directors authorized a new share repurchase program, replacing our previous share repurchase authorization, with an aggregate value of $200.0 million and no expiration date. As of September 30, 2023, there have been no share repurchases under this program. |
Earnings Per Share
Earnings Per Share | 9 Months Ended |
Sep. 30, 2023 | |
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 30, 2023 September 24, 2022 September 30, 2023 September 24, 2022 Weighted average outstanding shares of Common Stock basic 85,182,678 84,519,095 84,915,519 87,121,448 Restricted stock units, performance share units and options to purchase Common Stock 1,167,162 — 813,617 895,401 Weighted average outstanding shares of Common Stock diluted 86,349,840 84,519,095 85,729,136 88,016,849 For the three months ended September 24, 2022, we had net losses from operations. As a result, no potentially dilutive securities were included in the denominator for computing diluted loss per share as their inclusion would have been antidilutive. 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 30, 2023 September 24, 2022 September 30, 2023 September 24, 2022 Common Stock options 1,384,007 1,720,071 1,678,769 1,704,101 Restricted stock units 18,161 1,585,315 41,552 560,922 Performance share units 25,774 133,684 229,841 108,933 |
Stock Compensation
Stock Compensation | 9 Months Ended |
Sep. 30, 2023 | |
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 30, 2023 September 24, 2022 Shares Weighted Average Exercise Price Per Share Shares Weighted Average Exercise Price Per Share Options granted — $ — — $ — Options canceled 199,395 $ 21.18 575,698 $ 26.08 Options exercised 4,763 $ 8.14 — $ — Shares Weighted Average Grant Date Fair Value Shares Weighted Average Grant Date Fair Value RSUs granted 78,400 $ 15.48 227,828 $ 14.73 PSUs granted — $ — — $ — Nine Months Ended September 30, 2023 September 24, 2022 Shares Weighted Average Exercise Price Per Share Shares Weighted Average Exercise Price Per Share Options granted 262,809 13.28 310,554 $ 24.17 Options canceled 277,285 21.35 753,723 $ 26.23 Options exercised 24,478 9.50 156,380 $ 11.91 Shares Weighted Average Grant Date Fair Value Shares Weighted Average Grant Date Fair Value RSUs granted 1,568,729 $ 13.37 1,367,828 $ 21.64 PSUs granted 307,273 $ 17.38 158,587 $ 29.24 Stock-based compensation expense was $3.4 million and $12.3 million for the three and nine months ended September 30, 2023, respectively, and $(0.8) million and $9.7 million for the three and nine months ended September 24, 2022, respectively. The increase in the stock-based compensation expense during the three and nine months ended September 30, 2023 as compared to the respective prior year periods was primarily due to increased forfeitures from the departure of the CEO and corporate restructuring during the third quarter of 2022. As of September 30, 2023, we had $18.8 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 1.55 years. |
Restructuring and Asset Related
Restructuring and Asset Related Charges | 9 Months Ended |
Sep. 30, 2023 | |
Restructuring and Related Activities [Abstract] | |
Restructuring and Asset Related Charges | Restructuring and Asset Related Charges We engage in restructuring activities focused on improving productivity and operating margins. Restructuring costs primarily relate to costs associated with workforce reductions, plant consolidations and closures, and changes to the management structure to align with our operations. Other restructuring associated costs, primarily consist of equipment relocation costs. Asset related charges consist of accelerated depreciation of assets due to changes in asset useful lives. The following table summarizes the restructuring and asset related charges for the periods indicated: (amounts in thousands) North Europe Corporate Total Three Months Ended September 30, 2023 Restructuring severance and termination charges $ 7,578 $ 801 $ (30) $ 8,349 Other restructuring associated costs 2,790 37 — 2,827 Asset related charges 1,522 — — 1,522 Other restructuring associated costs and asset related charges 4,312 37 — 4,349 Total restructuring and asset related charges $ 11,890 $ 838 $ (30) $ 12,698 Three Months Ended September 24, 2022 Restructuring severance and termination charges $ 814 $ 3,411 $ 2,279 $ 6,504 Other restructuring associated income — — 48 48 Asset related charges — — — — Other restructuring associated cost and asset related charges — — 48 48 Total restructuring and asset related charges $ 814 $ 3,411 $ 2,327 $ 6,552 (amounts in thousands) North Europe Corporate Total Nine Months Ended September 30, 2023 Restructuring severance and termination charges $ 10,920 $ 3,594 $ 796 $ 15,310 Other restructuring associated costs (income) 9,681 (1,154) — 8,527 Asset related charges 4,759 180 — 4,939 Other restructuring associated costs and asset related charges (income) 14,440 (974) — 13,466 Total restructuring and asset related charges $ 25,360 $ 2,620 $ 796 $ 28,776 Nine Months Ended September 24, 2022 Restructuring severance and termination charges $ 5,565 $ 3,411 $ 2,279 $ 11,255 Other restructuring associated costs — — 7 7 Asset related charges — 534 — 534 Other restructuring associated costs and asset related charges — 534 7 541 Total restructuring and asset related charges $ 5,565 $ 3,945 $ 2,286 $ 11,796 The following is a summary of the restructuring accruals recorded and charges incurred: (amounts in thousands) September 30, September 24, Balance as of January 1 $ 5,021 $ 153 Current period charges 23,837 11,262 Payments (21,831) (6,317) Currency translation 95 (181) Balance at period end $ 7,122 $ 4,917 Restructuring accruals are expected to be paid within the next 12 months and are included within accrued expenses and other current liabilities in the consolidated balance sheet. During the three months ended September 30, 2023, we announced plans to close two manufacturing facilities, located in Tijuana, Mexico and Vista, California as part of our footprint rationalization activities. We expect to incur pre-tax restructuring expenses and other closure costs within a range of approximately $15.9 million to $19.7 million, primarily consisting of $8.0 million restructuring severance and termination charges and $5.8 million of equipment relocation and facility restoration costs. Through September 30, 2023, approximately $9.7 million has been expensed in connection with the announced closures, consisting of $7.6 million in restructuring severance and termination charges and $1.5 million of asset related charges. Additionally, $0.6 million of other non-cash inventory charges were recorded against Cost of Sales and were detrimental to Adjusted EBITDA. We expect to incur a total pre-tax cash outlay of approximately $13.7 million by the end of the fourth quarter of 2023 in connection with the announced closures, of which $1.6 million of cash outlay has been incurred as of September 30, 2023. On January 26, 2023, we announced to employees a restructuring plan to close a manufacturing facility in Atlanta, Georgia. We completed the plant closure during the three months ended September 30, 2023 with total cash outlays of $12.7 million. We incurred pre-tax restructuring expenses and other closure costs of approximately $17.2 million, which included $1.1 million of capital expenditures. The primary expenses incurred were accelerated depreciation and amortization, equipment relocation costs, and restructuring severance costs. We incurred approximately $2.8 million of expense in the three months ended September 30, 2023. |
Held for Sale
Held for Sale | 9 Months Ended |
Sep. 30, 2023 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Held for Sale | Discontinued Operations On April 17, 2023, we entered into a Share Sale Agreement with Aristotle Holding III Pty Limited, a subsidiary of Platinum Equity Advisors, LLC, to sell our Australasia business (“JW Australia”), for a purchase price of approximately AUD $688 million. On July 2, 2023, we completed the sale, receiving net cash proceeds of approximately $446 million, including $3.3 million of cash received from the settlement of certain forward contracts (refer to Note 19 . Derivative Financial Instruments for further information). We recorded a net gain on the sale of JW Australia of $26.1 million, net of taxes. The net gain on sale includes $30.3 million of cumulative translation adjustments losses and $1.0 million of accumulated net actuarial pension losses reclassified from other comprehensive income. This divestiture qualified as a discontinued operation as of April 17, 2023 since it represents a strategic shift for us and has a major effect on our consolidated results of operations. Accordingly, the results of operations for the JW Australia reportable segment, together with certain costs related to the sale, have been classified as discontinued operations within the consolidated statements of operations for all periods presented. Subsequent to the completion of the sale, we entered into an agreement to provide certain transition services to JW Australia, including providing information technology post-closing services, purchases under a supply agreement, and reimbursement for certain costs to upgrade specific IT systems up to a capped amount. The Company had reserved approximately $8.6 million relating to these matters as of September 30, 2023. The Company has determined the impact of the continuing involvement is insignificant to our consolidated financial statements. The following is a summary of the major categories of assets and liabilities of JW Australia that had been reflected as held for sale in the periods preceding the divestiture at: (amounts in thousands) December 31, 2022 ASSETS Cash and cash equivalents $ 54,931 Accounts receivable, net 72,516 Inventories 71,984 Other current assets 5,301 Current assets of discontinued operations $ 204,732 Property and equipment, net $ 120,482 Deferred tax assets 13,019 Goodwill 78,552 Intangible assets, net 43,998 Operating lease assets, net 38,887 Other assets 1,822 Non-current assets of discontinued operations $ 296,760 LIABILITIES Accounts payable $ 33,704 Accrued payroll and benefits 26,635 Accrued expenses and other current liabilities 43,975 Current maturities of long-term debt 298 Current liabilities of discontinued operations $ 104,612 Long-term debt $ 448 Unfunded pension liability 4,396 Operating lease liability 30,753 Deferred credits and other liabilities 1,962 Deferred tax liabilities 863 Non-current liabilities of discontinued operations $ 38,422 The balances of the assets and liabilities of JW Australia as of the divestiture date of July 2, 2023 did not materially change from the balances as of July 1, 2023 disclosed in our Form 10-Q for the second quarter of 2023. Components of amounts reflected in the consolidated statements of operations related to discontinued operations are presented in the table, as follows: Three Months Ended Nine Months Ended (amounts in thousands) September 30, September 24, September 30, September 24, Net revenues $ — $ 165,214 $ 301,876 $ 452,598 Cost of sales — 120,824 211,575 337,025 Gross margin — 44,390 90,301 115,573 Selling, general and administrative 606 30,186 62,083 83,628 Restructuring and asset related charges — 27 — 80 Operating income (loss) (606) 14,177 28,218 31,865 Interest income, net — (135) (685) (80) Other income, net (17) (2,510) (2,274) (4,580) Income (loss) from discontinued operations before taxes (589) 16,822 31,177 36,525 Income tax expense (benefit) (1,390) 4,950 7,928 10,738 Income from discontinued operations, net of tax $ 801 $ 11,872 $ 23,249 $ 25,787 The cash flows related to discontinued operations have not been segregated and are included in the consolidated statements of cash flows through the divestiture date of July 2, 2023. The following table presents cash flow and non-cash information related to discontinued operations: Nine Months Ended (amounts in thousands) September 30, September 24, Depreciation and amortization $ 5,196 $ 14,360 Capital expenditures 6,229 4,359 Share-based incentive compensation 926 1,196 Provision for bad debt 5,062 368 Unless otherwise noted, discussion within the notes to the consolidated financial statements relates to continuing operations only and excludes the historical JW Australia reportable operating segment. During 2021, the Company ceased the appeal process for its litigation with Steves & Sons, Inc. (“Steves”) further described in Note 21 - C ommitments and Contingencies. As a result, we are required to divest the Company’s Towanda, PA operations (“Towanda”). As of September 30, 2023 and December 31, 2022, the assets and liabilities associated with the sale of Towanda qualify as held for sale. Since the Company will continue manufacturing door skins for its internal needs, the divestiture decision did not represent a strategic shift thereby precluding the divestiture as qualifying as a discontinued operation. We will continue to report the Towanda results within our North America operations until the divestiture is finalized. In addition to the Towanda net assets, we own property in Australia with an insignificant value, which is also classified as held for sale in the accompanying consolidated balance sheet as of September 30, 2023. The assets and liabilities included within the summary below are expected to be disposed of within the next twelve months and are included in assets held for sale and liabilities held for sale in the accompanying consolidated balance sheets. (amounts in thousands) September 30, 2023 December 31, 2022 Assets Inventory $ 17,102 $ 16,592 Other current assets 157 110 Property and equipment 49,502 41,600 Intangible assets 1,471 1,471 Goodwill 65,000 65,000 Operating lease assets 975 975 Assets held for sale $ 134,207 $ 125,748 Liabilities Accrued payroll and benefits $ 1,231 $ 852 Accrued expenses and other current liabilities 6,927 4,707 Current maturities of long term debt — 1 Operating lease liability 58 480 Liabilities held for sale $ 8,216 $ 6,040 |
Other (Income), Net
Other (Income), Net | 9 Months Ended |
Sep. 30, 2023 | |
Other Income and Expenses [Abstract] | |
Other (Income), Net | Other (Income), Net The table below summarizes the amounts included in other (income), net in the accompanying consolidated statements of operations: Three Months Ended Nine Months Ended (amounts in thousands) September 30, 2023 September 24, 2022 September 30, 2023 September 24, 2022 JW Australia Transition Services Agreement cost recovery $ (4,000) $ — $ (4,000) $ — Income from short-term investments and forward contracts related to the JW Australia divestiture (3,109) — (3,109) — Pension expense (gain) 1,618 (1,428) 4,969 (4,452) Recovery of cost from interest received on impaired notes (1,325) (541) (3,000) (13,953) Governmental assistance (1) (1,257) (71) (1,448) (550) Foreign currency gains, net (216) (896) (2,318) (4,437) Insurance reimbursement — (1,500) (1,234) (6,343) Other items, net (1,164) (744) (841) (1,599) Total other income, net $ (9,453) $ (5,180) $ (10,981) $ (31,334) (1) Governmental assistance consists primarily of energy subsidies received by our European businesses. |
Derivative Financial Instrument
Derivative Financial Instruments | 9 Months Ended |
Sep. 30, 2023 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivative Financial Instruments | Derivative Financial Instruments Foreign currency derivatives – As a multinational corporation, we are exposed to the impact of foreign currency fluctuations. To the extent borrowings, sales, purchases, or other transactions are not executed in the local currency of the operating unit, we are exposed to foreign currency risk. In most of the countries in which we operate, 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 mitigate the exposure, we may enter into a variety of foreign currency derivative contracts. To manage the effect of exchange fluctuations on forecasted sales, purchases, acquisitions, capital expenditures, and certain intercompany transactions that are denominated in foreign currencies, we have foreign currency derivative contracts with a total notional amount of $90.6 million as of September 30, 2023. We also are subject to currency translation risk associated with converting our foreign operations’ financial statements into U.S. dollars. 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 $53.0 million as of September 30, 2023. We do not use derivative financial instruments for trading or speculative purposes. With the exception of the AUD/USD forward contracts entered into on April 18, 2023 described below, as of September 30, 2023, 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, net. We recorded mark-to-market gains of $0.4 million and $0.5 million relating to foreign currency derivatives during the three and nine months ended September 30, 2023, respectively. We recorded mark-to-market losses of $4.3 million and mark-to-market gains of $6.1 million relating to foreign currency derivatives during the three and nine months ended September 24, 2022, respectively. On April 18, 2023 we entered into forward contracts to sell a total of AUD 420.0 million and receive USD at exchange rates ranging from 0.6751 USD to 0.6759 USD to 1.0 AUD to mitigate the impact of the Australian dollar currency fluctuations on our net investment in JELD-WEN Australia Pty. Ltd. We designated the forward contracts as net investment hedges. The contracts matured during the three months ended September 30, 2023 and the gain, net of forward points, was included in the gain on the sale of JW Australia. The net proceeds are included in the proceeds (payments) related to the sale of JW Australia within our consolidated statements of cash flows. No portion of these contracts were deemed ineffective during the three and nine months ended September 30, 2023. Interest rate derivatives – We are exposed to interest rate risk in connection with our variable rate long-term debt and we 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 swap agreements have outstanding notional amounts aggregating to $370.0 million and mature in December 2023. Initially, the agreements had a weighted average fixed rate of 0.395% swapped against one-month USD LIBOR floored at 0.00%. In June 2023, we amended the agreements to replace LIBOR with a Term SOFR based rate. The amended agreements have a weighted average fixed rate of 0.317% swapped against one-month USD-SOFR CME Term floored at (0.10)%. All other terms and conditions were unchanged. 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 30, 2023. We recorded pre-tax mark-to-market gains As of September 30, 2023, approximately $4.6 million is expected to be reclassified to interest income until the instruments mature in December 2023. Other derivative instruments – From time to time, we may enter into other types of derivative instruments immaterial to the business. Unless otherwise disclosed, these instruments are not designated as hedging instruments and mark-to-market adjustments are recorded in the statement of operations each period. The fair values of derivative instruments held are as follows: Derivative assets (amounts in thousands) Balance Sheet Location September 30, 2023 December 31, 2022 Derivatives designated as hedging instruments: Interest rate contracts Other current assets $ 4,570 $ 16,235 Derivatives not designated as hedging instruments: Foreign currency forward contracts Other current assets $ 2,512 $ 3,809 Other derivative instruments Other current assets — 73 Derivative liabilities (amounts in thousands) Balance Sheet Location September 30, 2023 December 31, 2022 Derivatives not designated as hedging instruments: Foreign currency forward contracts Accrued expenses and other current liabilities $ 1,065 $ 3,058 Other derivative instruments Accrued expenses and other current liabilities $ 160 288 |
Fair Value of Financial Instrum
Fair Value of Financial Instruments | 9 Months Ended |
Sep. 30, 2023 | |
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 30, 2023 (amounts in thousands) Carrying Amount Total Level 1 Level 2 Level 3 Assets: Cash equivalents $ 57,931 $ 57,931 $ — $ 57,931 $ — Derivative assets, recorded in other current assets 7,082 7,082 — 7,082 — Deferred compensation plan assets, recorded in other assets 1,701 1,701 — 1,701 — Liabilities: Debt, recorded in long-term debt and current maturities of long-term debt $ 1,240,715 $ 1,186,465 $ — $ 1,186,465 $ — Derivative liabilities, recorded in accrued expenses and other current liabilities 1,225 1,225 — 1,225 — December 31, 2022 (amounts in thousands) Carrying Amount Total Level 1 Level 2 Level 3 Assets: Cash equivalents $ 6,078 $ 6,078 $ — $ 6,078 $ — Derivative assets, recorded in other current assets 20,117 20,117 — 20,117 — Deferred compensation plan assets, recorded in other assets 725 725 — 725 — Liabilities: Debt, recorded in long-term debt and current maturities of long-term debt $ 1,759,226 $ 1,555,367 $ — $ 1,555,367 $ — Derivative liabilities, recorded in accrued expenses and other current assets 3,346 3,346 — 3,346 — Derivative assets and liabilities reported in level 2 primarily include foreign currency derivative contracts and interest rate swap agreements. See Note 19- Derivative Financial Instruments for additional information about our derivative assets and liabilities. Deferred compensation plan assets reported in level 2 consist of mutual funds. There are no material non-financial assets or liabilities as of September 30, 2023 or December 31, 2022. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2023 | |
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 30, 2023 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, 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 granted 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 Towanda 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. We made estimates related to the divestiture in the preparation of our financial statements; however, 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 Towanda 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. On November 3, 2021, we paid $66.4 million to Steves under the settlement agreement. 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 sought 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. On April 20, 2021, the parties reached an agreement in principle to resolve this securities class action. The agreement contemplated a full release of claims through the date of preliminary court approval of the settlement in exchange for a payment of $39.5 million, primarily funded by the Company’s D&O insurance carriers, except $5.0 million which was provisionally funded by the Company and remains subject to dispute with insurance carriers. On November 22, 2021, the Court granted final approval of the settlement agreement. The deadline to appeal the entry of the final approval order and judgment was December 22, 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. 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 among other allegations (the “Aldridge Action”). The lawsuit sought compensatory damages, equitable relief, and an award of attorneys’ fees and costs. 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 (“Onex”), 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 among other allegations (the “Black Action”). The lawsuit sought compensatory damages, corporate governance reforms, restitution, equitable relief, and an award of attorneys’ fees and costs. The court granted the Black and Aldridge plaintiffs in motion to consolidate the lawsuits on July 16, 2021. On June 20, 2022, the parties entered into a settlement agreement of the consolidated matters, which was approved by the Court on approval of the December 20, 2022, and the cases were dismissed with prejudice. As part of the settlement, the Company, as putative plaintiff, received approximately $10.5 million after attorneys’ fees and costs were deducted in January 2023. 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 alleged 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. 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. 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. 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 the Company 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 the Company or Masonite. The suit alleges an illegal conspiracy between the Company 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 the Company 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 issued 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 anticipate a hearing on the certification of the Federal Court Action in 2023. The Company believes both the Quebec Action and the Federal Court Action lack merit and intends to vigorously defend against them. On July 14, 2023, the Company entered into a preliminary agreement with class counsel to resolve both actions for an immaterial amount, which the Company recorded in the second quarter of 2023. The proposed settlement remains subject to final documentation and court approval. The Company continues to believe the plaintiffs’ claims lack merit and denies any liability or wrongdoing for the claims made against the Company. 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 8 - 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 30, 2023 and December 31, 2022, our accrued liability for self-insured risks was $87.3 million and $89.0 million, respectively. Indemnifications – At September 30, 2023, we had commitments related to certain representations made in contracts for sale of businesses or property, including the divestiture of JW Australia. Our indemnity obligations under the relevant agreements may be limited in terms of time, amount or scope. 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. As it relates to certain income tax related liabilities, the relevant agreements may not provide any cap for such liabilities, and the period in which we would be liable would lapse upon expiration of the statute of limitation for assessment of the underlying taxes. Because of the conditional nature of these obligations and the unique facts and circumstances involved in each particular agreement, we are unable to reasonably estimate the potential maximum exposure associated with these items. We are not aware of any material amounts claimed or expected to be claimed under these indemnities. From time to time and in limited geographic areas, we have entered into agreements for the sale of our products to certain customers that provide additional indemnifications for liabilities arising from construction or product defects. We cannot estimate the potential magnitude of such exposures, but to the extent specific liabilities have been identified related to product sales, liabilities have been provided in the warranty accrual in the accompanying consolidated balance sheets. 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 $64.2 million at September 30, 2023 and $60.0 million at December 31, 2022, 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 deferred credits and other liabilities Everett, Washington WADOE Action – In 2007, we were identified by the WADOE as a PLP with respect to our former manufacturing site in Everett, Washington. In 2008, we entered into an Agreed Order with the WADOE to assess historic environmental contamination and remediation feasibility at the site. As part of the order, we agreed to develop a CAP, arising from the feasibility assessment. In December 2020, we submitted to the WADOE a draft feasibility assessment with an array of remedial alternatives, which we considered substantially complete. During 2021, several comment rounds were completed as well as the identification of the Port of Everett and W&W Everett Investment LLC as additional PLPs, with respect to this matter with each PLP being jointly and severally liable for the cleanup costs. The WADOE received the final feasibility assessment on December 31, 2021, containing various remedial alternatives with its preferred remedial alternatives totaling $23.4 million. Based on this study, we have determined our range of possible outcomes to be $11.8 million to $33.4 million. On March 1, 2022, we delivered a draft CAP to the WADOE consistent with its preferred alternatives, and on May 16, 2022, we received the WADOE’s initial comments on the draft CAP. On June 13, 2022, we responded to the WADOE’s comments, and on October 19, 2022, the WADOE identified Wick Family Properties as another PLP. On December 19, 2022, the WADOE provided the draft CAP to the Company and other PLPs. After further negotiation, the final CAP will ultimately be formalized in an Agreed Order or Consent Decree with the WADOE, the Company, and the other PLPs. We have made provisions within our financial statements within the range of possible outcomes; however, the contents and cost of the final CAP and allocation of the responsibility between the identified PLPs could vary materially from our estimates. 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 the Company and |
Supplemental Cash Flow Informat
Supplemental Cash Flow Information | 9 Months Ended |
Sep. 30, 2023 | |
Supplemental Cash Flow Elements [Abstract] | |
Supplemental Cash Flow Information | Supplemental Cash Flow Information Nine Months Ended (amounts in thousands) September 30, 2023 September 24, 2022 Cash Operating Activities: Operating leases $ 46,033 $ 44,746 Interest payments on financing lease obligations 217 120 Cash paid for amounts included in the measurement of lease liabilities $ 46,250 $ 44,866 Cash Investing Activities: Purchases of securities for deferred compensation plan $ (1,020) $ (569) Sale of securities for deferred compensation plan 127 83 Change in securities for deferred compensation plan $ (893) $ (486) Non-cash Investing Activities: Property, equipment, and intangibles purchased in accounts payable $ 5,422 $ 3,806 Property, equipment, and intangibles purchased with debt 10,984 7,652 Customer accounts receivable converted to notes receivable 193 — Cash Financing Activities: Borrowings on long-term debt 127,317 571,977 Payments of long-term debt (672,755) (487,202) Payments of debt extinguishment costs (3,908) — Change in long-term debt $ (549,346) $ 84,775 Cash paid for amounts included in the measurement of finance lease liabilities $ 1,351 $ 1,333 Non-cash Financing Activities: Prepaid insurance funded through short-term debt borrowings $ 16,628 $ 16,486 Shares surrendered for tax obligations for employee share-based transactions in accrued liabilities $ — $ 108 Accounts payable converted to installment notes 176 1,279 Other Supplemental Cash Flow Information: Cash taxes paid, net of refunds $ 41,988 $ 35,240 Cash interest paid 53,442 43,895 |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 24, 2022 | Sep. 30, 2023 | Sep. 24, 2022 | |
Pay vs Performance Disclosure | ||||
Net income | $ 43,785 | $ (33,192) | $ 97,200 | $ 12,106 |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended |
Sep. 30, 2023 | |
Trading Arrangements, by Individual | |
Rule 10b5-1 Arrangement Adopted | false |
Non-Rule 10b5-1 Arrangement Adopted | false |
Rule 10b5-1 Arrangement Terminated | false |
Non-Rule 10b5-1 Arrangement Terminated | false |
Description of Company and Su_2
Description of Company and Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2023 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation – The accompanying unaudited consolidated financial statements as of September 30, 2023 and for the three and nine months ended September 30, 2023 and September 24, 2022, 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 30, 2023 are not necessarily indicative of the results to be expected for the year ending December 31, 2023, or any other period. The accompanying consolidated balance sheet as of December 31, 2022 was derived from audited financial statements included in our Annual Report on 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, 2022. On April 17, 2023, we entered into a Share Sale Agreement with Aristotle Holding III Pty Limited, a subsidiary of Platinum Equity Advisors, LLC, to sell our Australasia business (“JW Australia”). On July 2, 2023, we completed the sale. The net assets and operations of the disposal group met the criteria to be classified as “discontinued operations” and are reported as such in all periods presented unless otherwise noted. The consolidated statements of cash flows include cash flows from discontinued operations through the divestiture date of July 2, 2023. See Note 2 - Discontinued Operations for further information. All U.S. dollar and other currency amounts, except per share amounts, are presented in thousands unless otherwise noted. |
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. |
Recent Accounting Standards | Recent Accounting Standards – 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 (“ASU 2020-04”), 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. In December 2022, the FASB issu ed ASU No. 2022-06, Deferral of the Sunset Date of Topic 848, wh ich extended the relief provisions under Topic 848 through December 31, 2024. 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 reform. 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. In June 2023, we executed amendments to our Term Loan Facility, ABL Facility and interest rate derivative agreements to replace LIBOR with a Term SOFR based rate. These contract amendments did not have a material impact on the Company’s consolidated financial statements. Refer to Note 10. - Long-Term Debt and Note 19 - Derivative Financial Instruments for further information. 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. |
Discontinued Operations (Tables
Discontinued Operations (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Schedule of Discontinued Operations | The following is a summary of the major categories of assets and liabilities of JW Australia that had been reflected as held for sale in the periods preceding the divestiture at: (amounts in thousands) December 31, 2022 ASSETS Cash and cash equivalents $ 54,931 Accounts receivable, net 72,516 Inventories 71,984 Other current assets 5,301 Current assets of discontinued operations $ 204,732 Property and equipment, net $ 120,482 Deferred tax assets 13,019 Goodwill 78,552 Intangible assets, net 43,998 Operating lease assets, net 38,887 Other assets 1,822 Non-current assets of discontinued operations $ 296,760 LIABILITIES Accounts payable $ 33,704 Accrued payroll and benefits 26,635 Accrued expenses and other current liabilities 43,975 Current maturities of long-term debt 298 Current liabilities of discontinued operations $ 104,612 Long-term debt $ 448 Unfunded pension liability 4,396 Operating lease liability 30,753 Deferred credits and other liabilities 1,962 Deferred tax liabilities 863 Non-current liabilities of discontinued operations $ 38,422 The balances of the assets and liabilities of JW Australia as of the divestiture date of July 2, 2023 did not materially change from the balances as of July 1, 2023 disclosed in our Form 10-Q for the second quarter of 2023. Components of amounts reflected in the consolidated statements of operations related to discontinued operations are presented in the table, as follows: Three Months Ended Nine Months Ended (amounts in thousands) September 30, September 24, September 30, September 24, Net revenues $ — $ 165,214 $ 301,876 $ 452,598 Cost of sales — 120,824 211,575 337,025 Gross margin — 44,390 90,301 115,573 Selling, general and administrative 606 30,186 62,083 83,628 Restructuring and asset related charges — 27 — 80 Operating income (loss) (606) 14,177 28,218 31,865 Interest income, net — (135) (685) (80) Other income, net (17) (2,510) (2,274) (4,580) Income (loss) from discontinued operations before taxes (589) 16,822 31,177 36,525 Income tax expense (benefit) (1,390) 4,950 7,928 10,738 Income from discontinued operations, net of tax $ 801 $ 11,872 $ 23,249 $ 25,787 The cash flows related to discontinued operations have not been segregated and are included in the consolidated statements of cash flows through the divestiture date of July 2, 2023. The following table presents cash flow and non-cash information related to discontinued operations: Nine Months Ended (amounts in thousands) September 30, September 24, Depreciation and amortization $ 5,196 $ 14,360 Capital expenditures 6,229 4,359 Share-based incentive compensation 926 1,196 Provision for bad debt 5,062 368 The assets and liabilities included within the summary below are expected to be disposed of within the next twelve months and are included in assets held for sale and liabilities held for sale in the accompanying consolidated balance sheets. (amounts in thousands) September 30, 2023 December 31, 2022 Assets Inventory $ 17,102 $ 16,592 Other current assets 157 110 Property and equipment 49,502 41,600 Intangible assets 1,471 1,471 Goodwill 65,000 65,000 Operating lease assets 975 975 Assets held for sale $ 134,207 $ 125,748 Liabilities Accrued payroll and benefits $ 1,231 $ 852 Accrued expenses and other current liabilities 6,927 4,707 Current maturities of long term debt — 1 Operating lease liability 58 480 Liabilities held for sale $ 8,216 $ 6,040 |
Inventories (Tables)
Inventories (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventories | (amounts in thousands) September 30, 2023 December 31, 2022 Raw materials $ 403,114 $ 458,768 Work in process 23,058 28,295 Finished goods 92,271 107,408 Total inventories $ 518,443 $ 594,471 |
Property and Equipment, Net (Ta
Property and Equipment, Net (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property, Plant and Equipment | (amounts in thousands) September 30, 2023 December 31, 2022 Property and equipment $ 1,916,457 $ 1,897,751 Accumulated depreciation (1,288,424) (1,255,747) Total property and equipment, net $ 628,033 $ 642,004 Depreciation expense was recorded as follows: Three Months Ended Nine Months Ended (amounts in thousands) September 30, 2023 September 24, 2022 September 30, 2023 September 24, 2022 Cost of sales $ 19,315 $ 20,131 $ 69,843 $ 59,620 Selling, general and administrative 1,379 1,311 4,267 4,062 Total depreciation expense $ 20,694 $ 21,442 $ 74,110 $ 63,682 |
Goodwill (Tables)
Goodwill (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
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 Total Balance as of December 31, 2022 $ 182,269 $ 199,684 $ 381,953 Currency translation 31 (3,085) (3,054) Balance as of September 30, 2023 $ 182,300 $ 196,599 $ 378,899 |
Intangible Assets, Net (Tables)
Intangible Assets, Net (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
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 30, 2023 (amounts in thousands) Cost Accumulated Net Customer relationships and agreements $ 120,707 $ (79,497) $ 41,210 Software 111,091 (45,872) 65,219 Trademarks and trade names 31,617 (10,176) 21,441 Patents, licenses and rights 12,630 (4,248) 8,382 Total amortizable intangibles $ 276,045 $ (139,793) $ 136,252 December 31, 2022 (amounts in thousands) Cost Accumulated Net Customer relationships and agreements $ 121,461 $ (73,182) $ 48,279 Software 108,611 (36,231) 72,380 Trademarks and trade names 31,789 (9,000) 22,789 Patents, licenses and rights 9,942 (5,284) 4,658 Total amortizable intangibles $ 271,803 $ (123,697) $ 148,106 |
Schedule of Finite-lived Intangible Assets Amortization Expense | Amortization expense was recorded as follows: Three Months Ended Nine Months Ended (amounts in thousands) September 30, 2023 September 24, 2022 September 30, 2023 September 24, 2022 Amortization expense $ 9,166 $ 6,169 $ 21,166 $ 18,805 |
Accrued Expenses and Other Cu_2
Accrued Expenses and Other Current Liabilities (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Payables and Accruals [Abstract] | |
Schedule of Accrued Expenses and Other Current Liabilities | (amounts in thousands) September 30, 2023 December 31, 2022 Accrued sales and advertising rebates $ 77,453 $ 90,461 Current portion of operating lease liability 31,171 31,152 Non-income related taxes 27,691 22,615 Accrued freight 24,874 17,377 Current portion of warranty liability (Note 9) 22,034 21,215 Accrued expenses 20,364 13,505 Current portion of accrued claim costs relating to self-insurance programs 14,036 16,231 Accrued income taxes payable 11,885 9,368 Accrued interest payable 8,792 4,036 Deferred revenue and customer deposits 7,272 10,084 Current portion of restructuring accrual ( Note 16 ) 7,122 5,021 Legal claims provision 1,372 3,490 Current portion of derivative liability (Note 19) 1,225 3,346 Total accrued expenses and other current liabilities $ 255,291 $ 247,901 |
Warranty Liability (Tables)
Warranty Liability (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Product Warranties Disclosures [Abstract] | |
Schedule of Analysis of Warranty Liability | An analysis of our warranty liability is as follows: (amounts in thousands) September 30, 2023 September 24, 2022 Balance as of January 1 $ 52,389 $ 53,367 Current period charges 23,930 20,744 Experience adjustments (992) 384 Payments (22,925) (21,041) Currency translation (101) (1,307) Balance at period end 52,301 52,147 Current portion (22,034) (20,773) Long-term portion $ 30,267 $ 31,374 |
Long-Term Debt (Tables)
Long-Term Debt (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
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 30, 2023 September 30, 2023 December 31, 2022 (amounts in thousands) Interest Rate Senior Notes 4.63% - 4.88% $ 600,000 $ 800,000 Senior Secured Notes — 250,000 Term loans 1.30% - 7.68% 537,835 541,970 Revolving credit facilities — 55,000 Finance leases and other financing arrangements 2.00% - 8.28% 81,520 89,038 Mortgage notes 5.67% - 6.17% 21,360 22,472 Total Debt 1,240,715 1,758,480 Unamortized debt issuance costs and original issue discounts (6,962) (11,597) Current maturities of long-term debt (40,501) (34,093) Long-term debt $ 1,193,252 $ 1,712,790 |
Segment Information (Tables)
Segment Information (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
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 Total Operating Corporate Total Three Months Ended September 30, 2023 Total net revenues $ 790,327 $ 289,692 $ 1,080,019 $ — $ 1,080,019 Intersegment net revenues (42) (2,997) (3,039) — (3,039) Net revenues from external customers $ 790,285 $ 286,695 $ 1,076,980 $ — $ 1,076,980 Three Months Ended September 24, 2022 Total net revenues $ 835,319 $ 305,011 $ 1,140,330 $ — $ 1,140,330 Intersegment net revenues (185) (120) (305) — (305) Net revenues from external customers $ 835,134 $ 304,891 $ 1,140,025 $ — $ 1,140,025 (amounts in thousands) North Europe Total Operating Corporate Total Nine Months Ended September 30, 2023 Total net revenues $ 2,375,633 $ 911,875 $ 3,287,508 $ — $ 3,287,508 Intersegment net revenues (203) (4,036) (4,239) — (4,239) Net revenues from external customers $ 2,375,430 $ 907,839 $ 3,283,269 $ — $ 3,283,269 Nine Months Ended September 24, 2022 Total net revenues $ 2,397,370 $ 968,364 $ 3,365,734 $ — $ 3,365,734 Intersegment net revenues (786) (154) (940) — (940) Net revenues from external customers $ 2,396,584 $ 968,210 $ 3,364,794 $ — $ 3,364,794 (amounts in thousands) North Europe Total Operating Corporate Total Three Months Ended September 30, 2023 Income (loss) from continuing operations, net of tax $ 40,469 $ 10,672 $ 51,141 $ (34,233) $ 16,908 Income tax expense (benefit) 27,412 5,974 33,386 (15,987) 17,399 Depreciation and amortization (1) 17,128 7,482 24,610 6,341 30,951 Interest expense, net 604 147 751 15,986 16,737 Restructuring and asset related charges 11,890 838 12,728 (30) 12,698 Net other special items 2,459 (662) 1,797 9,251 11,048 Adjusted EBITDA from continuing operations $ 99,962 $ 24,451 $ 124,413 $ (18,672) $ 105,741 Three Months Ended September 24, 2022 Income (loss) from continuing operations, net of tax $ 80,983 $ (53,685) $ 27,298 $ (72,362) $ (45,064) Income tax expense (benefit) (2) 1,624 (5,857) (4,233) 15,948 11,715 Depreciation and amortization 17,568 7,208 24,776 3,150 27,926 Interest expense, net 1,152 1,653 2,805 18,468 21,273 Goodwill impairment — 54,885 54,885 — 54,885 Restructuring and asset related charges 814 3,411 4,225 2,327 6,552 Net other special items 3,150 10,471 13,621 3,613 17,234 Adjusted EBITDA from continuing operations $ 105,291 $ 18,086 $ 123,377 $ (28,856) $ 94,521 (1) Corporate and Unallocated Costs depreciation and amortization expense in the three months ended September 30, 2023 includes accelerated amortization of $3.5 million for an ERP system that we intend to not utilize upon completion of the JW Australia Transition Services Agreement period. (2) Income tax expense (benefit) in Corporate and unallocated costs in the three months ended September 30, 2022 includes the tax impact of U.S. Operations. (amounts in thousands) North Europe Total Operating Corporate Total Nine Months Ended September 30, 2023 Income (loss) from continuing operations, net of tax 126,987 28,627 155,614 (107,739) 47,875 Income tax expense (benefit) 63,072 10,469 73,541 (41,903) 31,638 Depreciation and amortization (1) 62,625 22,414 85,039 12,469 97,508 Interest expense, net 4,188 692 4,880 54,203 59,083 Restructuring and asset related charges 25,360 2,620 27,980 796 28,776 Net other special items 5,746 1,128 6,874 22,175 29,049 Adjusted EBITDA from continuing operations $ 287,978 $ 65,950 $ 353,928 $ (59,999) $ 293,929 Nine Months Ended September 24, 2022 Income (loss) from continuing operations, net of tax 188,882 (51,189) 137,693 (151,374) (13,681) Income tax expense (benefit) (2) 4,629 (1,331) 3,298 17,662 20,960 Depreciation and amortization 51,116 22,703 73,819 9,445 83,264 Interest expense, net 3,070 5,512 8,582 51,212 59,794 Goodwill impairment — 54,885 54,885 — 54,885 Restructuring and asset related charges 5,565 3,945 9,510 2,286 11,796 Net other special items 12,586 18,299 30,885 22,911 53,796 Adjusted EBITDA from continuing operations $ 265,848 $ 52,824 $ 318,672 $ (47,858) $ 270,814 (1) Corporate and Unallocated Costs depreciation and amortization expense in the nine months ended September 30, 2023 includes accelerated amortization of $3.5 million for an ERP system that we intend to not utilize upon completion of the JW Australia Transition Services Agreement period. North America depreciation and amortization expense in the nine months ended September 30, 2023 includes accelerated depreciation of $9.1 million from reviews of equipment capacity optimization. |
Schedule of Reconciliation of Net Income (Loss) to Adjusted EBITDA | Reconciliations of income (loss) from continuing operations to Adjusted EBITDA from continuing operations are as follows: Three Months Ended Nine Months Ended (amounts in thousands) September 30, 2023 September 24, 2022 September 30, 2023 September 24, 2022 Income (loss) from continuing operations, net of tax 16,908 (45,064) 47,875 (13,681) Income tax expense 17,399 11,715 31,638 20,960 Depreciation and amortization (1) 30,951 27,926 97,508 83,264 Interest expense, net 16,737 21,273 59,083 59,794 Special items: Legal and professional expenses and settlements (2) 7,401 2,496 13,609 5,005 Goodwill impairment (3) — 54,885 — 54,885 Restructuring and asset related charges (4) 12,698 6,552 28,776 11,796 Other facility closure, consolidation, and related costs and adjustments (5) 81 9,059 2,699 14,270 M&A related costs (6) 1,202 2,968 5,171 8,735 Net (gain) loss on sale of property and equipment (7) (4,040) 77 (3,953) 301 Loss on extinguishment of debt (8) 6,487 — 6,487 — Share-based compensation expense (income) (9) 3,382 (758) 12,255 9,750 Non-cash foreign exchange transaction/translation loss (income) (10) 271 2,779 (897) 9,739 Other special items (11) (3,736) 613 (6,322) 5,996 Adjusted EBITDA from continuing operations $ 105,741 $ 94,521 $ 293,929 $ 270,814 (1) Depreciation and amortization expense in the three and nine months ended September 30, 2023 includes accelerated amortization of $3.5 million for an ERP system that we intend to not utilize upon completion of the JW Australia Transition Services Agreement period. In addition, the nine months ended September 30, 2023 includes accelerated depreciation of $9.1 million in North America from reviews of equipment capacity optimization. (2) Legal and professional expenses and settlements include strategic transformation expenses of $7.1 million and $12.0 million in the three and nine months ended September 30, 2023, respectively, and $1.4 million in the three and nine months ended September 24, 2022. The residual amounts primarily relate to litigation. (3) Goodwill impairment consists of goodwill impairment charges associated with our Europe reporting unit. (4) Represents severance, accelerated depreciation, equipment relocation and other expenses directly incurred as a result of restructuring events. The restructuring charges primarily relate to charges incurred to close certain manufacturing facilities in our North America segment. (5) Other facility closure, consolidation, and other related costs and adjustments primarily related to winding down certain facilities scheduled to close in 2023 as well as certain facilities closed in 2022 that do not meet the U.S. GAAP definition of restructuring. (6) M&A related costs consists primarily of legal and professional expenses related to the planned disposition of Towanda. (7) Gain on sale of property and equipment in the three and nine months ended September 30, 2023 primarily relates to the sale of a building in Melton, UK. (8) Loss on extinguishment of debt of $6.5 million is related to the redemption of $250.0 million of our 6.25% Senior Secured Notes and $200.0 million of our 4.63% Senior Notes. (9) Represents non-cash equity-based compensation expense related to the issuance of share-based awards. (10) Non-cash foreign exchange transaction/translation loss (income) primarily consists of losses (gains) associated with fair value adjustments of foreign currency derivatives and revaluation of intercompany balances. (11) Other special items not core to ongoing business activity include: (i) in the three months ended September 30, 2023 ($3.1) million in income from short-term investments and forward contracts related to the JW Australia divestiture; (ii) in the three months ended September 24, 2022, $3.2 million relating primarily to exit costs for executives and ($2.9) million in adjustments related to fire damage and downtime at one of our facilities in North America; (iii) in the nine months ended September 30, 2023, ($3.1) million in income from short-term investments and forward contracts related to the JW Australia divestiture and ($2.8) million in adjustments to compensation and non-income taxes associated with exercises of legacy equity awards; and (iv) in the nine months ended September 24, 2022, $3.2 million relating primarily to exit costs for executives and $1.9 million in compensation and non-income taxes associated with exercises of legacy equity awards. |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Earnings Per Share [Abstract] | |
Schedule of Weighted Average Shares Outstanding, Basic and Diluted | The basic and diluted income per share calculations were determined based on the following share data : Three Months Ended Nine Months Ended September 30, 2023 September 24, 2022 September 30, 2023 September 24, 2022 Weighted average outstanding shares of Common Stock basic 85,182,678 84,519,095 84,915,519 87,121,448 Restricted stock units, performance share units and options to purchase Common Stock 1,167,162 — 813,617 895,401 Weighted average outstanding shares of Common Stock diluted 86,349,840 84,519,095 85,729,136 88,016,849 |
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 30, 2023 September 24, 2022 September 30, 2023 September 24, 2022 Common Stock options 1,384,007 1,720,071 1,678,769 1,704,101 Restricted stock units 18,161 1,585,315 41,552 560,922 Performance share units 25,774 133,684 229,841 108,933 |
Stock Compensation (Tables)
Stock Compensation (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Schedule of Stock Option Activity Roll forward | The activity under our incentive plans for the periods presented are reflected in the following tables: Three Months Ended September 30, 2023 September 24, 2022 Shares Weighted Average Exercise Price Per Share Shares Weighted Average Exercise Price Per Share Options granted — $ — — $ — Options canceled 199,395 $ 21.18 575,698 $ 26.08 Options exercised 4,763 $ 8.14 — $ — Shares Weighted Average Grant Date Fair Value Shares Weighted Average Grant Date Fair Value RSUs granted 78,400 $ 15.48 227,828 $ 14.73 PSUs granted — $ — — $ — Nine Months Ended September 30, 2023 September 24, 2022 Shares Weighted Average Exercise Price Per Share Shares Weighted Average Exercise Price Per Share Options granted 262,809 13.28 310,554 $ 24.17 Options canceled 277,285 21.35 753,723 $ 26.23 Options exercised 24,478 9.50 156,380 $ 11.91 Shares Weighted Average Grant Date Fair Value Shares Weighted Average Grant Date Fair Value RSUs granted 1,568,729 $ 13.37 1,367,828 $ 21.64 PSUs granted 307,273 $ 17.38 158,587 $ 29.24 |
Schedule of RSU and PSU Activity Roll forward | The activity under our incentive plans for the periods presented are reflected in the following tables: Three Months Ended September 30, 2023 September 24, 2022 Shares Weighted Average Exercise Price Per Share Shares Weighted Average Exercise Price Per Share Options granted — $ — — $ — Options canceled 199,395 $ 21.18 575,698 $ 26.08 Options exercised 4,763 $ 8.14 — $ — Shares Weighted Average Grant Date Fair Value Shares Weighted Average Grant Date Fair Value RSUs granted 78,400 $ 15.48 227,828 $ 14.73 PSUs granted — $ — — $ — Nine Months Ended September 30, 2023 September 24, 2022 Shares Weighted Average Exercise Price Per Share Shares Weighted Average Exercise Price Per Share Options granted 262,809 13.28 310,554 $ 24.17 Options canceled 277,285 21.35 753,723 $ 26.23 Options exercised 24,478 9.50 156,380 $ 11.91 Shares Weighted Average Grant Date Fair Value Shares Weighted Average Grant Date Fair Value RSUs granted 1,568,729 $ 13.37 1,367,828 $ 21.64 PSUs granted 307,273 $ 17.38 158,587 $ 29.24 |
Restructuring and Asset Relat_2
Restructuring and Asset Related Charges (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Restructuring and Related Activities [Abstract] | |
Schedule of Restructuring and Asset Related Costs | The following table summarizes the restructuring and asset related charges for the periods indicated: (amounts in thousands) North Europe Corporate Total Three Months Ended September 30, 2023 Restructuring severance and termination charges $ 7,578 $ 801 $ (30) $ 8,349 Other restructuring associated costs 2,790 37 — 2,827 Asset related charges 1,522 — — 1,522 Other restructuring associated costs and asset related charges 4,312 37 — 4,349 Total restructuring and asset related charges $ 11,890 $ 838 $ (30) $ 12,698 Three Months Ended September 24, 2022 Restructuring severance and termination charges $ 814 $ 3,411 $ 2,279 $ 6,504 Other restructuring associated income — — 48 48 Asset related charges — — — — Other restructuring associated cost and asset related charges — — 48 48 Total restructuring and asset related charges $ 814 $ 3,411 $ 2,327 $ 6,552 (amounts in thousands) North Europe Corporate Total Nine Months Ended September 30, 2023 Restructuring severance and termination charges $ 10,920 $ 3,594 $ 796 $ 15,310 Other restructuring associated costs (income) 9,681 (1,154) — 8,527 Asset related charges 4,759 180 — 4,939 Other restructuring associated costs and asset related charges (income) 14,440 (974) — 13,466 Total restructuring and asset related charges $ 25,360 $ 2,620 $ 796 $ 28,776 Nine Months Ended September 24, 2022 Restructuring severance and termination charges $ 5,565 $ 3,411 $ 2,279 $ 11,255 Other restructuring associated costs — — 7 7 Asset related charges — 534 — 534 Other restructuring associated costs and asset related charges — 534 7 541 Total restructuring and asset related charges $ 5,565 $ 3,945 $ 2,286 $ 11,796 |
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 30, September 24, Balance as of January 1 $ 5,021 $ 153 Current period charges 23,837 11,262 Payments (21,831) (6,317) Currency translation 95 (181) Balance at period end $ 7,122 $ 4,917 |
Held for Sale (Tables)
Held for Sale (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Schedule of Accompanying Balance Sheet | The following is a summary of the major categories of assets and liabilities of JW Australia that had been reflected as held for sale in the periods preceding the divestiture at: (amounts in thousands) December 31, 2022 ASSETS Cash and cash equivalents $ 54,931 Accounts receivable, net 72,516 Inventories 71,984 Other current assets 5,301 Current assets of discontinued operations $ 204,732 Property and equipment, net $ 120,482 Deferred tax assets 13,019 Goodwill 78,552 Intangible assets, net 43,998 Operating lease assets, net 38,887 Other assets 1,822 Non-current assets of discontinued operations $ 296,760 LIABILITIES Accounts payable $ 33,704 Accrued payroll and benefits 26,635 Accrued expenses and other current liabilities 43,975 Current maturities of long-term debt 298 Current liabilities of discontinued operations $ 104,612 Long-term debt $ 448 Unfunded pension liability 4,396 Operating lease liability 30,753 Deferred credits and other liabilities 1,962 Deferred tax liabilities 863 Non-current liabilities of discontinued operations $ 38,422 The balances of the assets and liabilities of JW Australia as of the divestiture date of July 2, 2023 did not materially change from the balances as of July 1, 2023 disclosed in our Form 10-Q for the second quarter of 2023. Components of amounts reflected in the consolidated statements of operations related to discontinued operations are presented in the table, as follows: Three Months Ended Nine Months Ended (amounts in thousands) September 30, September 24, September 30, September 24, Net revenues $ — $ 165,214 $ 301,876 $ 452,598 Cost of sales — 120,824 211,575 337,025 Gross margin — 44,390 90,301 115,573 Selling, general and administrative 606 30,186 62,083 83,628 Restructuring and asset related charges — 27 — 80 Operating income (loss) (606) 14,177 28,218 31,865 Interest income, net — (135) (685) (80) Other income, net (17) (2,510) (2,274) (4,580) Income (loss) from discontinued operations before taxes (589) 16,822 31,177 36,525 Income tax expense (benefit) (1,390) 4,950 7,928 10,738 Income from discontinued operations, net of tax $ 801 $ 11,872 $ 23,249 $ 25,787 The cash flows related to discontinued operations have not been segregated and are included in the consolidated statements of cash flows through the divestiture date of July 2, 2023. The following table presents cash flow and non-cash information related to discontinued operations: Nine Months Ended (amounts in thousands) September 30, September 24, Depreciation and amortization $ 5,196 $ 14,360 Capital expenditures 6,229 4,359 Share-based incentive compensation 926 1,196 Provision for bad debt 5,062 368 The assets and liabilities included within the summary below are expected to be disposed of within the next twelve months and are included in assets held for sale and liabilities held for sale in the accompanying consolidated balance sheets. (amounts in thousands) September 30, 2023 December 31, 2022 Assets Inventory $ 17,102 $ 16,592 Other current assets 157 110 Property and equipment 49,502 41,600 Intangible assets 1,471 1,471 Goodwill 65,000 65,000 Operating lease assets 975 975 Assets held for sale $ 134,207 $ 125,748 Liabilities Accrued payroll and benefits $ 1,231 $ 852 Accrued expenses and other current liabilities 6,927 4,707 Current maturities of long term debt — 1 Operating lease liability 58 480 Liabilities held for sale $ 8,216 $ 6,040 |
Other (Income), Net (Tables)
Other (Income), Net (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Other Income and Expenses [Abstract] | |
Schedule of Other Expense (Income), Net | The table below summarizes the amounts included in other (income), net in the accompanying consolidated statements of operations: Three Months Ended Nine Months Ended (amounts in thousands) September 30, 2023 September 24, 2022 September 30, 2023 September 24, 2022 JW Australia Transition Services Agreement cost recovery $ (4,000) $ — $ (4,000) $ — Income from short-term investments and forward contracts related to the JW Australia divestiture (3,109) — (3,109) — Pension expense (gain) 1,618 (1,428) 4,969 (4,452) Recovery of cost from interest received on impaired notes (1,325) (541) (3,000) (13,953) Governmental assistance (1) (1,257) (71) (1,448) (550) Foreign currency gains, net (216) (896) (2,318) (4,437) Insurance reimbursement — (1,500) (1,234) (6,343) Other items, net (1,164) (744) (841) (1,599) Total other income, net $ (9,453) $ (5,180) $ (10,981) $ (31,334) (1) Governmental assistance consists primarily of energy subsidies received by our European businesses. |
Derivative Financial Instrume_2
Derivative Financial Instruments (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
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 30, 2023 December 31, 2022 Derivatives designated as hedging instruments: Interest rate contracts Other current assets $ 4,570 $ 16,235 Derivatives not designated as hedging instruments: Foreign currency forward contracts Other current assets $ 2,512 $ 3,809 Other derivative instruments Other current assets — 73 Derivative liabilities (amounts in thousands) Balance Sheet Location September 30, 2023 December 31, 2022 Derivatives not designated as hedging instruments: Foreign currency forward contracts Accrued expenses and other current liabilities $ 1,065 $ 3,058 Other derivative instruments Accrued expenses and other current liabilities $ 160 288 |
Fair Value of Financial Instr_2
Fair Value of Financial Instruments (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
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 30, 2023 (amounts in thousands) Carrying Amount Total Level 1 Level 2 Level 3 Assets: Cash equivalents $ 57,931 $ 57,931 $ — $ 57,931 $ — Derivative assets, recorded in other current assets 7,082 7,082 — 7,082 — Deferred compensation plan assets, recorded in other assets 1,701 1,701 — 1,701 — Liabilities: Debt, recorded in long-term debt and current maturities of long-term debt $ 1,240,715 $ 1,186,465 $ — $ 1,186,465 $ — Derivative liabilities, recorded in accrued expenses and other current liabilities 1,225 1,225 — 1,225 — December 31, 2022 (amounts in thousands) Carrying Amount Total Level 1 Level 2 Level 3 Assets: Cash equivalents $ 6,078 $ 6,078 $ — $ 6,078 $ — Derivative assets, recorded in other current assets 20,117 20,117 — 20,117 — Deferred compensation plan assets, recorded in other assets 725 725 — 725 — Liabilities: Debt, recorded in long-term debt and current maturities of long-term debt $ 1,759,226 $ 1,555,367 $ — $ 1,555,367 $ — Derivative liabilities, recorded in accrued expenses and other current assets 3,346 3,346 — 3,346 — |
Supplemental Cash Flow Inform_2
Supplemental Cash Flow Information (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Supplemental Cash Flow Elements [Abstract] | |
Schedule of Cash Flow, Supplemental Disclosures | Nine Months Ended (amounts in thousands) September 30, 2023 September 24, 2022 Cash Operating Activities: Operating leases $ 46,033 $ 44,746 Interest payments on financing lease obligations 217 120 Cash paid for amounts included in the measurement of lease liabilities $ 46,250 $ 44,866 Cash Investing Activities: Purchases of securities for deferred compensation plan $ (1,020) $ (569) Sale of securities for deferred compensation plan 127 83 Change in securities for deferred compensation plan $ (893) $ (486) Non-cash Investing Activities: Property, equipment, and intangibles purchased in accounts payable $ 5,422 $ 3,806 Property, equipment, and intangibles purchased with debt 10,984 7,652 Customer accounts receivable converted to notes receivable 193 — Cash Financing Activities: Borrowings on long-term debt 127,317 571,977 Payments of long-term debt (672,755) (487,202) Payments of debt extinguishment costs (3,908) — Change in long-term debt $ (549,346) $ 84,775 Cash paid for amounts included in the measurement of finance lease liabilities $ 1,351 $ 1,333 Non-cash Financing Activities: Prepaid insurance funded through short-term debt borrowings $ 16,628 $ 16,486 Shares surrendered for tax obligations for employee share-based transactions in accrued liabilities $ — $ 108 Accounts payable converted to installment notes 176 1,279 Other Supplemental Cash Flow Information: Cash taxes paid, net of refunds $ 41,988 $ 35,240 Cash interest paid 53,442 43,895 |
Description of Company and Su_3
Description of Company and Summary of Significant Accounting Policies (Details) - USD ($) $ in Thousands | 3 Months Ended | |||
Dec. 31, 2022 | Mar. 26, 2022 | Sep. 30, 2023 | Dec. 31, 2020 | |
Unusual or Infrequent Item, or Both [Line Items] | ||||
Deferred credits and other liabilities | $ 95,936 | $ 101,034 | ||
Cares Act, Deferral of Social Security Tax | ||||
Unusual or Infrequent Item, or Both [Line Items] | ||||
Deferred credits and other liabilities | $ 20,900 | |||
Repayments of deferred credits and other liabilities | $ 11,000 | $ 9,900 |
Discontinued Operations - Narra
Discontinued Operations - Narrative (Details) - JW Australia $ in Millions, $ in Millions | Apr. 17, 2023 USD ($) | Sep. 30, 2023 USD ($) | Jul. 02, 2023 USD ($) | Apr. 17, 2023 AUD ($) | Apr. 17, 2023 USD ($) |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||
Gain on sale of discontinued operations, net of tax (Note 2) | $ 26.1 | ||||
Transition services liability | $ 8.6 | ||||
Disposed of by sale | |||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||
Adjustment of purchase price | $ 446 | $ 688 | |||
Cash received from the settlement | $ 3.3 | ||||
Gain on cumulative translation adjustment | $ 30.3 | ||||
Accumulated net actuarial pension losses | $ 1 |
Discontinued Operations - Categ
Discontinued Operations - Categories of Asset and Liability (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Jul. 02, 2023 | Dec. 31, 2022 | Sep. 24, 2022 |
ASSETS | ||||
Cash and cash equivalents | $ 0 | $ 44,790 | ||
Current assets of discontinued operations | 0 | $ 204,732 | ||
Non-current assets of discontinued operations | 0 | 296,760 | ||
LIABILITIES | ||||
Current liabilities of discontinued operations (Note 2) | 0 | 104,612 | ||
Non-current liabilities of discontinued operations | $ 0 | 38,422 | ||
JW Australia | Held-for-sale | ||||
ASSETS | ||||
Cash and cash equivalents | $ 73,900 | 54,931 | ||
Accounts receivable, net | 72,516 | |||
Inventories | 71,984 | |||
Other current assets | 5,301 | |||
Current assets of discontinued operations | 204,732 | |||
Property and equipment, net | 120,482 | |||
Deferred tax assets | 13,019 | |||
Goodwill | 78,552 | |||
Intangible assets, net | 43,998 | |||
Operating lease assets, net | 38,887 | |||
Other assets | 1,822 | |||
Non-current assets of discontinued operations | 296,760 | |||
LIABILITIES | ||||
Accounts payable | 33,704 | |||
Accrued payroll and benefits | 26,635 | |||
Accrued expenses and other current liabilities | 43,975 | |||
Current maturities of long term debt | 298 | |||
Current liabilities of discontinued operations (Note 2) | 104,612 | |||
Long-term debt | 448 | |||
Unfunded pension liability | 4,396 | |||
Operating lease liability | 30,753 | |||
Deferred credits and other liabilities | 1,962 | |||
Deferred tax liabilities | 863 | |||
Non-current liabilities of discontinued operations | $ 38,422 |
Discontinued Operations- Result
Discontinued Operations- Results of Operations (Details) - Held-for-sale - JW Australia - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 24, 2022 | Sep. 30, 2023 | Sep. 24, 2022 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Net revenues | $ 0 | $ 165,214 | $ 301,876 | $ 452,598 |
Cost of sales | 0 | 120,824 | 211,575 | 337,025 |
Gross margin | 0 | 44,390 | 90,301 | 115,573 |
Selling, general and administrative | 606 | 30,186 | 62,083 | 83,628 |
Restructuring and asset related charges | 0 | 27 | 0 | 80 |
Operating income (loss) | (606) | 14,177 | 28,218 | 31,865 |
Interest income, net | 0 | (135) | (685) | (80) |
Other income, net | (17) | (2,510) | (2,274) | (4,580) |
Income (loss) from discontinued operations before taxes | (589) | 16,822 | 31,177 | 36,525 |
Income tax expense (benefit) | (1,390) | 4,950 | 7,928 | 10,738 |
Income from discontinued operations, net of tax | $ 801 | $ 11,872 | $ 23,249 | $ 25,787 |
Discontinued Operations- Inform
Discontinued Operations- Information Regarding Cash Flows (Details) - Held-for-sale - JW Australia - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2023 | Sep. 24, 2022 | |
Non-cash items included in income from discontinued operations: | ||
Depreciation and amortization | $ 5,196 | $ 14,360 |
Capital expenditures | 6,229 | 4,359 |
Share-based incentive compensation | 926 | 1,196 |
Provision for bad debt | $ 5,062 | $ 368 |
Accounts Receivable (Details)
Accounts Receivable (Details) - USD ($) $ in Millions | Sep. 30, 2023 | Dec. 31, 2022 |
Receivables [Abstract] | ||
Allowance for credit losses | $ 12 | $ 15.4 |
Inventories (Details)
Inventories (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Inventory Disclosure [Abstract] | ||
Raw materials | $ 403,114 | $ 458,768 |
Work in process | 23,058 | 28,295 |
Finished goods | 92,271 | 107,408 |
Total inventories | $ 518,443 | $ 594,471 |
Property and Equipment, Net - S
Property and Equipment, Net - Summary (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Property, Plant and Equipment [Abstract] | ||
Property and equipment | $ 1,916,457 | $ 1,897,751 |
Accumulated depreciation | (1,288,424) | (1,255,747) |
Property and equipment, net (Note 5) | $ 628,033 | $ 642,004 |
Property and Equipment, Net - N
Property and Equipment, Net - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2023 | Sep. 24, 2022 | |
Property, Plant and Equipment [Line Items] | |||
Impairment of assets | $ 9.1 | ||
Gain due to currency translations for foreign assets | 1 | ||
Property, plant and equipment | |||
Property, Plant and Equipment [Line Items] | |||
Impairment of assets | $ 1.1 | $ 4.3 | $ 0.5 |
Property and Equipment, Net - D
Property and Equipment, Net - Depreciation (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 24, 2022 | Sep. 30, 2023 | Sep. 24, 2022 | |
Depreciation | ||||
Total depreciation expense | $ 20,694 | $ 21,442 | $ 74,110 | $ 63,682 |
Cost of sales | ||||
Depreciation | ||||
Total depreciation expense | 19,315 | 20,131 | 69,843 | 59,620 |
Selling, general and administrative | ||||
Depreciation | ||||
Total depreciation expense | $ 1,379 | $ 1,311 | $ 4,267 | $ 4,062 |
Goodwill (Details)
Goodwill (Details) $ in Thousands | 9 Months Ended |
Sep. 30, 2023 USD ($) | |
Goodwill | |
Beginning balance | $ 381,953 |
Currency translation | (3,054) |
Ending balance | 378,899 |
North America | |
Goodwill | |
Beginning balance | 182,269 |
Currency translation | 31 |
Ending balance | 182,300 |
Europe | |
Goodwill | |
Beginning balance | 199,684 |
Currency translation | (3,085) |
Ending balance | $ 196,599 |
Intangible Assets, Net - Cost a
Intangible Assets, Net - Cost and Accumulated Amortization (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Finite-Lived Intangible Assets | ||
Cost | $ 276,045 | $ 271,803 |
Accumulated Amortization | (139,793) | (123,697) |
Net Book Value | 136,252 | 148,106 |
Customer relationships and agreements | ||
Finite-Lived Intangible Assets | ||
Cost | 120,707 | 121,461 |
Accumulated Amortization | (79,497) | (73,182) |
Net Book Value | 41,210 | 48,279 |
Software | ||
Finite-Lived Intangible Assets | ||
Cost | 111,091 | 108,611 |
Accumulated Amortization | (45,872) | (36,231) |
Net Book Value | 65,219 | 72,380 |
Trademarks and trade names | ||
Finite-Lived Intangible Assets | ||
Cost | 31,617 | 31,789 |
Accumulated Amortization | (10,176) | (9,000) |
Net Book Value | 21,441 | 22,789 |
Patents, licenses and rights | ||
Finite-Lived Intangible Assets | ||
Cost | 12,630 | 9,942 |
Accumulated Amortization | (4,248) | (5,284) |
Net Book Value | $ 8,382 | $ 4,658 |
Intangible Assets, Net - Narrat
Intangible Assets, Net - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | |
Jun. 23, 2024 | Sep. 30, 2023 | Sep. 30, 2023 | |
Finite-Lived Intangible Assets | |||
Currency translation decrease | $ (0.5) | ||
Software | |||
Finite-Lived Intangible Assets | |||
Finite lived intangible assets written off | $ 3.5 | $ 3.5 | |
Software | Forecast | |||
Finite-Lived Intangible Assets | |||
Finite lived intangible assets written off | $ 24.8 |
Intangible Assets, Net - Amorti
Intangible Assets, Net - Amortization Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 24, 2022 | Sep. 30, 2023 | Sep. 24, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||||
Amortization expense | $ 9,166 | $ 6,169 | $ 21,166 | $ 18,805 |
Accrued Expenses and Other Cu_3
Accrued Expenses and Other Current Liabilities (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 | Sep. 24, 2022 |
Accounts Payable and Accrued Liabilities, Current | |||
Accrued sales and advertising rebates | $ 77,453 | $ 90,461 | |
Current portion of operating lease liability | 31,171 | 31,152 | |
Non-income related taxes | 27,691 | 22,615 | |
Accrued freight | 24,874 | 17,377 | |
Current portion of warranty liability (Note 9) | 22,034 | 21,215 | $ 20,773 |
Accrued expenses | 20,364 | 13,505 | |
Current portion of accrued claim costs relating to self-insurance programs | 14,036 | 16,231 | |
Accrued income taxes payable | 11,885 | 9,368 | |
Accrued interest payable | 8,792 | 4,036 | |
Deferred revenue and customer deposits | 7,272 | 10,084 | |
Current portion of restructuring accrual (Note 16) | 7,122 | 5,021 | |
Legal claims provision | 1,372 | 3,490 | |
Current portion of derivative liability (Note 19) | 1,225 | 3,346 | |
Total accrued expenses and other current liabilities | $ 255,291 | $ 247,901 |
Warranty Liability - Narrative
Warranty Liability - Narrative (Details) - USD ($) $ in Thousands | 9 Months Ended | |||
Sep. 30, 2023 | Dec. 31, 2022 | Sep. 24, 2022 | Dec. 31, 2021 | |
Product Warranty Liability | ||||
Accrued warranty liability | $ 52,301 | $ 52,389 | $ 52,147 | $ 53,367 |
North America | ||||
Product Warranty Liability | ||||
Accrued warranty liability | 45,400 | |||
Product warranty, discount adjustment | $ 3,800 | |||
Minimum | ||||
Product Warranty Liability | ||||
Product warranty term (in years) | 1 year | |||
Minimum | North America | ||||
Product Warranty Liability | ||||
Product warranty discount rate (as a percent) | 0.53% | |||
Maximum | ||||
Product Warranty Liability | ||||
Product warranty term (in years) | 10 years | |||
Maximum | North America | ||||
Product Warranty Liability | ||||
Product warranty discount rate (as a percent) | 3.80% |
Warranty Liability - Analysis o
Warranty Liability - Analysis of Warranty Liability (Details) - USD ($) $ in Thousands | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 24, 2022 | Dec. 31, 2022 | |
Movement in Standard and Extended Product Warranty Accrual, Increase (Decrease) | |||
Balance at beginning balance | $ 52,389 | $ 53,367 | |
Current period charges | 23,930 | 20,744 | |
Experience adjustments | (992) | 384 | |
Payments | (22,925) | (21,041) | |
Currency translation | (101) | (1,307) | |
Balance at ending balance | 52,301 | 52,147 | |
Current portion | (22,034) | (20,773) | $ (21,215) |
Long-term portion | $ 30,267 | $ 31,374 |
Long-Term Debt - Long Term Debt
Long-Term Debt - Long Term Debt (Details) $ in Thousands, kr in Millions | Sep. 30, 2023 USD ($) | Sep. 30, 2023 DKK (kr) | Dec. 31, 2022 USD ($) | Jul. 31, 2021 USD ($) |
Debt Instrument | ||||
Total Debt | $ 1,240,715 | $ 1,758,480 | ||
Unamortized debt issuance costs and original issue discounts | (6,962) | (11,597) | ||
Current maturities of long-term debt | (40,501) | (34,093) | ||
Long-term debt (Note 10) | 1,193,252 | 1,712,790 | ||
Senior Notes | ||||
Debt Instrument | ||||
Long-term debt, gross | 600,000 | 800,000 | ||
Senior Notes | Secured debt | ||||
Debt Instrument | ||||
Long-term debt, gross | 0 | 250,000 | ||
Term loans | Term Loans | ||||
Debt Instrument | ||||
Long-term debt, gross | 537,835 | 541,970 | ||
Unamortized debt issuance costs and original issue discounts | $ (1,000) | |||
Revolving credit facilities | ABL Facility | ||||
Debt Instrument | ||||
Long-term debt, gross | 0 | 55,000 | ||
Finance leases and other financing arrangements | ||||
Debt Instrument | ||||
Finance leases and other financing arrangements | 81,520 | 89,038 | ||
Secured debt | ||||
Debt Instrument | ||||
Long-term debt, gross | $ 21,400 | kr 150.6 | $ 22,472 | |
Minimum | Senior Notes | ||||
Debt Instrument | ||||
Effective interest rate (as a percent) | 4.63% | 4.63% | 4.63% | |
Minimum | Term loans | Term Loans | ||||
Debt Instrument | ||||
Effective interest rate (as a percent) | 1.30% | 1.30% | 1.30% | |
Minimum | Finance leases and other financing arrangements | ||||
Debt Instrument | ||||
Finance lease, rate (as a percent) | 2% | 2% | 2% | |
Minimum | Secured debt | ||||
Debt Instrument | ||||
Effective interest rate (as a percent) | 5.67% | 5.67% | 5.67% | |
Maximum | Senior Notes | ||||
Debt Instrument | ||||
Effective interest rate (as a percent) | 4.88% | 4.88% | 4.88% | |
Maximum | Term loans | Term Loans | ||||
Debt Instrument | ||||
Effective interest rate (as a percent) | 7.68% | 7.68% | 7.68% | |
Maximum | Finance leases and other financing arrangements | ||||
Debt Instrument | ||||
Finance lease, rate (as a percent) | 8.28% | 8.28% | 8.28% | |
Maximum | Secured debt | ||||
Debt Instrument | ||||
Effective interest rate (as a percent) | 6.17% | 6.17% | 6.17% |
Long-Term Debt - Narrative (Det
Long-Term Debt - Narrative (Details) kr in Millions | 1 Months Ended | 3 Months Ended | 9 Months Ended | |||||||||
Jul. 31, 2021 USD ($) | Dec. 31, 2007 | Sep. 30, 2023 USD ($) | Sep. 24, 2022 USD ($) | Sep. 30, 2023 USD ($) | Sep. 24, 2022 USD ($) | Sep. 30, 2023 DKK (kr) | Jul. 31, 2023 | Jun. 30, 2023 | Dec. 31, 2022 USD ($) | May 31, 2020 USD ($) | Dec. 31, 2017 USD ($) tranche | |
Debt Instrument | ||||||||||||
Amortization of deferred financing costs | $ 2,148,000 | $ 2,298,000 | ||||||||||
Long-term debt | $ 0 | 0 | ||||||||||
Gain (loss) on extinguishment of debt | 6,487,000 | $ 0 | 6,487,000 | $ 0 | ||||||||
Unamortized debt issuance costs and original issue discounts | 6,962,000 | 6,962,000 | $ 11,597,000 | |||||||||
Interest rate swap | Cash flow hedge | Designated as hedging instrument | ||||||||||||
Debt Instrument | ||||||||||||
Derivative fixed interest rate (as a percent) | 0.317% | 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 (as a percent) | (0.10%) | 0% | ||||||||||
SOFR | Maximum | Interest rate swap | Cash flow hedge | Designated as hedging instrument | ||||||||||||
Debt Instrument | ||||||||||||
Derivative variable interest rate (as a percent) | (0.10%) | |||||||||||
Senior Notes | ||||||||||||
Debt Instrument | ||||||||||||
Debt instrument face amount | $ 800,000,000 | |||||||||||
Number of tranches (in tranches) | tranche | 2 | |||||||||||
Pre-tax loss redemption amount | 6,500,000 | 6,500,000 | ||||||||||
In call premium | 3,900,000 | 3,900,000 | ||||||||||
Amortization of deferred financing costs | 2,600,000 | 2,600,000 | ||||||||||
Long-term debt | 600,000,000 | 600,000,000 | 800,000,000 | |||||||||
Senior Notes | Minimum | ||||||||||||
Debt Instrument | ||||||||||||
Debt instrument face amount | 250,000,000 | 250,000,000 | ||||||||||
Senior Notes | Maximum | ||||||||||||
Debt Instrument | ||||||||||||
Debt instrument face amount | 200,000,000 | 200,000,000 | ||||||||||
Senior Notes | Secured debt | ||||||||||||
Debt Instrument | ||||||||||||
Long-term debt | 0 | 0 | 250,000,000 | |||||||||
Secured debt | ||||||||||||
Debt Instrument | ||||||||||||
Long-term debt | 21,400,000 | 21,400,000 | kr 150.6 | 22,472,000 | ||||||||
Debt instrument term (in years) | 30 years | |||||||||||
Senior Secured Notes Maturing May 2025 | Senior Notes | ||||||||||||
Debt Instrument | ||||||||||||
Debt instrument stated interest rate (as a percent) | 6.25% | 4.63% | ||||||||||
Senior secured notes | $ 250,000,000 | |||||||||||
Debt instrument discount rate (as a percent) | 1.25% | |||||||||||
Senior Note Maturing December 2025 | Senior Notes | ||||||||||||
Debt Instrument | ||||||||||||
Debt instrument face amount | $ 400,000,000 | |||||||||||
Senior Note Maturing December 2027 | Senior Notes | ||||||||||||
Debt Instrument | ||||||||||||
Debt instrument face amount | $ 400,000,000 | |||||||||||
Debt instrument stated interest rate (as a percent) | 4.88% | |||||||||||
U.S. Facility | Secured debt | ||||||||||||
Debt Instrument | ||||||||||||
Debt instrument face amount | $ 550,000,000 | |||||||||||
U.S. Facility | Secured debt | Corporate credit rating | ||||||||||||
Debt Instrument | ||||||||||||
Derivative variable interest rate (as a percent) | (0.00%) | |||||||||||
U.S. Facility | Secured debt | Corporate credit rating | Minimum | ||||||||||||
Debt Instrument | ||||||||||||
Debt instrument, variable rate (as a percent) | 2% | |||||||||||
U.S. Facility | Secured debt | Corporate credit rating | Maximum | ||||||||||||
Debt Instrument | ||||||||||||
Debt instrument, variable rate (as a percent) | 2.25% | |||||||||||
Term Loans | Term loans | ||||||||||||
Debt Instrument | ||||||||||||
Premium payable (as a percent) | 1% | |||||||||||
Repayment (as a percent) | 0.25% | |||||||||||
Gain (loss) on extinguishment of debt | $ 1,300,000 | |||||||||||
Unamortized debt issuance costs and original issue discounts | 1,000,000 | |||||||||||
Long term debt principal amount outstanding | 548,600,000 | 536,700,000 | 536,700,000 | |||||||||
Long-term debt | 537,835,000 | 537,835,000 | 541,970,000 | |||||||||
ABL Facility | Revolving credit facility | ||||||||||||
Debt Instrument | ||||||||||||
Derivative variable interest rate (as a percent) | (0.00%) | |||||||||||
Maximum borrowing capacity | 500,000,000 | |||||||||||
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 | LIBOR | Minimum | ||||||||||||
Debt Instrument | ||||||||||||
Debt instrument, variable rate (as a percent) | 1.25% | |||||||||||
ABL Facility | Revolving credit facility | LIBOR | Maximum | ||||||||||||
Debt Instrument | ||||||||||||
Debt instrument, variable rate (as a percent) | 1.50% | |||||||||||
ABL Facility | Revolving credit facility | Base rate | Minimum | ||||||||||||
Debt Instrument | ||||||||||||
Debt instrument, variable rate (as a percent) | 0.25% | |||||||||||
ABL Facility | Revolving credit facility | Base rate | Maximum | ||||||||||||
Debt Instrument | ||||||||||||
Debt instrument, variable rate (as a percent) | 0.50% | |||||||||||
ABL Facility | Line of credit | ||||||||||||
Debt Instrument | ||||||||||||
Long-term debt | 0 | 0 | $ 55,000,000 | |||||||||
ABL Facility | Line of credit | Revolving credit facility | ||||||||||||
Debt Instrument | ||||||||||||
Letters of credit | 39,000,000 | 39,000,000 | ||||||||||
Borrowing availability | 453,400,000 | 453,400,000 | ||||||||||
Finance Leases and Other Financing Arrangements | Term loans | ||||||||||||
Debt Instrument | ||||||||||||
Present value of lease liability | $ 81,500,000 | $ 81,500,000 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2023 | Sep. 24, 2022 | Sep. 30, 2023 | Sep. 24, 2022 | Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |||||
Effective tax rate (as a percent) | 50.70% | (35.10%) | 39.80% | 288% | |
Income tax expense (benefit) | $ 17,399 | $ 11,715 | $ 31,638 | $ 20,960 | |
Discrete adjustment expense (benefit) | 7,000 | 1,900 | 9,600 | (4,500) | |
Foreign tax rate differential | 5,700 | 5,700 | |||
Increase in uncertain tax positions | 2,300 | 2,000 | |||
Change in enacted tax rate, expense (benefit) | (900) | 600 | (9,500) | ||
Interest on income taxes expense | 2,600 | ||||
Increase for tax positions taken during the prior period | 2,800 | 1,600 | 3,400 | ||
Adjustments of comprised primarily tax | 8,400 | $ (1,100) | $ (1,200) | ||
Increased our reserve | 11,600 | ||||
Net impact to deferred tax assets | 9,300 | 9,300 | |||
Unrecognized tax benefits | $ 35,200 | $ 35,200 | $ 29,300 |
Segment Information - Narrative
Segment Information - Narrative (Details) | 9 Months Ended |
Sep. 30, 2023 segment | |
Segment Reporting [Abstract] | |
Number of reportable segments (in segments) | 2 |
Segment Information - Reportabl
Segment Information - Reportable Segment (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 24, 2022 | Sep. 30, 2023 | Sep. 24, 2022 | |
Segment Reporting Information [Line Items] | ||||
Net revenues | $ 1,076,980 | $ 1,140,025 | $ 3,283,269 | $ 3,364,794 |
Income (loss) from continuing operations, net of tax | 16,908 | (45,064) | 47,875 | (13,681) |
Income tax expense (benefit) | 17,399 | 11,715 | 31,638 | 20,960 |
Depreciation And Amortization, Including Accelerated Depreciation | 30,951 | 27,926 | 97,508 | 83,264 |
Interest expense, net | 16,737 | 21,273 | 59,083 | 59,794 |
Goodwill impairment | 0 | 54,885 | 0 | 54,885 |
Restructuring and asset related charges | 12,698 | 6,552 | 28,776 | 11,796 |
Net other special items | 11,048 | 17,234 | 29,049 | 53,796 |
Adjusted EBITDA from continuing operations | 105,741 | 94,521 | 293,929 | 270,814 |
Impairment of assets | 9,100 | |||
North America | ||||
Segment Reporting Information [Line Items] | ||||
Net revenues | 790,285 | 835,134 | 2,375,430 | 2,396,584 |
Europe | ||||
Segment Reporting Information [Line Items] | ||||
Net revenues | 286,695 | 304,891 | 907,839 | 968,210 |
Operating Segments | ||||
Segment Reporting Information [Line Items] | ||||
Net revenues | 1,080,019 | 1,140,330 | 3,287,508 | 3,365,734 |
Income (loss) from continuing operations, net of tax | 51,141 | 27,298 | 155,614 | 137,693 |
Income tax expense (benefit) | 33,386 | (4,233) | 73,541 | 3,298 |
Depreciation And Amortization, Including Accelerated Depreciation | 24,610 | 24,776 | 85,039 | 73,819 |
Interest expense, net | 751 | 2,805 | 4,880 | 8,582 |
Goodwill impairment | 54,885 | 54,885 | ||
Restructuring and asset related charges | 12,728 | 4,225 | 27,980 | 9,510 |
Net other special items | 1,797 | 13,621 | 6,874 | 30,885 |
Adjusted EBITDA from continuing operations | 124,413 | 123,377 | 353,928 | 318,672 |
Operating Segments | North America | ||||
Segment Reporting Information [Line Items] | ||||
Net revenues | 790,327 | 835,319 | 2,375,633 | 2,397,370 |
Income (loss) from continuing operations, net of tax | 40,469 | 80,983 | 126,987 | 188,882 |
Income tax expense (benefit) | 27,412 | 1,624 | 63,072 | 4,629 |
Depreciation And Amortization, Including Accelerated Depreciation | 17,128 | 17,568 | 62,625 | 51,116 |
Interest expense, net | 604 | 1,152 | 4,188 | 3,070 |
Goodwill impairment | 0 | 0 | ||
Restructuring and asset related charges | 11,890 | 814 | 25,360 | 5,565 |
Net other special items | 2,459 | 3,150 | 5,746 | 12,586 |
Adjusted EBITDA from continuing operations | 99,962 | 105,291 | 287,978 | 265,848 |
Operating Segments | Europe | ||||
Segment Reporting Information [Line Items] | ||||
Net revenues | 289,692 | 305,011 | 911,875 | 968,364 |
Income (loss) from continuing operations, net of tax | 10,672 | (53,685) | 28,627 | (51,189) |
Income tax expense (benefit) | 5,974 | (5,857) | 10,469 | (1,331) |
Depreciation And Amortization, Including Accelerated Depreciation | 7,482 | 7,208 | 22,414 | 22,703 |
Interest expense, net | 147 | 1,653 | 692 | 5,512 |
Goodwill impairment | 54,885 | 54,885 | ||
Restructuring and asset related charges | 838 | 3,411 | 2,620 | 3,945 |
Net other special items | (662) | 10,471 | 1,128 | 18,299 |
Adjusted EBITDA from continuing operations | 24,451 | 18,086 | 65,950 | 52,824 |
Intersegment net revenues | ||||
Segment Reporting Information [Line Items] | ||||
Net revenues | (3,039) | (305) | (4,239) | (940) |
Intersegment net revenues | North America | ||||
Segment Reporting Information [Line Items] | ||||
Net revenues | (42) | (185) | (203) | (786) |
Intersegment net revenues | Europe | ||||
Segment Reporting Information [Line Items] | ||||
Net revenues | (2,997) | (120) | (4,036) | (154) |
Corporate and Unallocated Costs | ||||
Segment Reporting Information [Line Items] | ||||
Net revenues | 0 | 0 | 0 | 0 |
Income (loss) from continuing operations, net of tax | (34,233) | (72,362) | (107,739) | (151,374) |
Income tax expense (benefit) | (15,987) | 15,948 | (41,903) | 17,662 |
Depreciation And Amortization, Including Accelerated Depreciation | 6,341 | 3,150 | 12,469 | 9,445 |
Interest expense, net | 15,986 | 18,468 | 54,203 | 51,212 |
Goodwill impairment | 0 | 0 | ||
Restructuring and asset related charges | (30) | 2,327 | 796 | 2,286 |
Net other special items | 9,251 | 3,613 | 22,175 | 22,911 |
Adjusted EBITDA from continuing operations | $ (18,672) | $ (28,856) | $ (59,999) | $ (47,858) |
Segment Information - Reconcili
Segment Information - Reconciliation of Net Income (Loss) to EBITDA (Details) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2023 | Sep. 24, 2022 | Sep. 30, 2023 | Sep. 24, 2022 | Dec. 31, 2017 | |
Segment Reporting Information [Line Items] | |||||
Income (loss) from continuing operations, net of tax | $ 16,908,000 | $ (45,064,000) | $ 47,875,000 | $ (13,681,000) | |
Income tax expense | 17,399,000 | 11,715,000 | 31,638,000 | 20,960,000 | |
Depreciation And Amortization, Including Accelerated Depreciation | 30,951,000 | 27,926,000 | 97,508,000 | 83,264,000 | |
Interest expense | 16,737,000 | 21,273,000 | 59,083,000 | 59,794,000 | |
Legal and professional expenses and settlements | 7,401,000 | 2,496,000 | 13,609,000 | 5,005,000 | |
Goodwill impairment | 0 | 54,885,000 | 0 | 54,885,000 | |
Restructuring and asset related charges | 12,698,000 | 6,552,000 | 28,776,000 | 11,796,000 | |
Facility closure, consolidation, and other related costs and adjustments | 81,000 | 9,059,000 | 2,699,000 | 14,270,000 | |
M&A related costs | 1,202,000 | 2,968,000 | 5,171,000 | 8,735,000 | |
(Gain) loss related to the sale of other businesses, investments and property plant and equipment | (4,040,000) | 77,000 | (3,953,000) | 301,000 | |
Loss on extinguishment of debt | 6,487,000 | 0 | 6,487,000 | 0 | |
Share-based compensation expense | 3,382,000 | (758,000) | 12,255,000 | 9,750,000 | |
Non-cash foreign exchange transaction/translation loss (income) | 271,000 | 2,779,000 | (897,000) | 9,739,000 | |
Other special items | (3,736,000) | 613,000 | (6,322,000) | 5,996,000 | |
Adjusted EBITDA from continuing operations | 105,741,000 | 94,521,000 | 293,929,000 | 270,814,000 | |
Impairment of assets | 9,100,000 | ||||
Strategic transformation expenses | 7,100,000 | 1,400,000 | 12,000,000 | 1,400,000 | |
Foreign equity compensation | (3,100,000) | (2,800,000) | 1,900,000 | ||
Other reconciling expenses , relating to onboarding and exit costs | 3,200,000 | ||||
Miscellaneous cost | $ (2,900,000) | $ 3,200,000 | |||
Senior Notes | |||||
Segment Reporting Information [Line Items] | |||||
Debt instrument face amount | $ 800,000,000 | ||||
Senior Notes | Senior Note Maturing December 2025 | |||||
Segment Reporting Information [Line Items] | |||||
Debt instrument face amount | $ 400,000,000 | ||||
Minimum | Senior Notes | |||||
Segment Reporting Information [Line Items] | |||||
Debt instrument face amount | 250,000,000 | 250,000,000 | |||
Maximum | Senior Notes | |||||
Segment Reporting Information [Line Items] | |||||
Debt instrument face amount | 200,000,000 | 200,000,000 | |||
Software | |||||
Segment Reporting Information [Line Items] | |||||
Finite lived intangible assets written off | $ 3,500,000 | $ 3,500,000 |
Capital Stock (Details)
Capital Stock (Details) - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | 9 Months Ended | |||||
Sep. 30, 2023 | Sep. 24, 2022 | Sep. 30, 2023 | Sep. 24, 2022 | Dec. 31, 2022 | Jul. 28, 2022 | Jul. 27, 2021 | |
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 | ||||
Share authorized for repurchase | $ 200 | $ 400 | |||||
Common Stock | |||||||
Class of Stock | |||||||
Common shares repurchased (in shares) | 0 | 1,641,084 | 0 | 6,848,356 | |||
Common shares repurchased (usd per share) | $ 15.41 | $ 19.12 |
Earnings Per Share - Basic and
Earnings Per Share - Basic and Diluted Income Per Share Calculations (Details) - shares | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 24, 2022 | Sep. 30, 2023 | Sep. 24, 2022 | |
Earnings Per Share [Abstract] | ||||
Weighted average outstanding shares of Common Stock basic (in shares) | 85,182,678 | 84,519,095 | 84,915,519 | 87,121,448 |
Restricted stock units and options to purchase Common Stock (in shares) | 1,167,162 | 0 | 813,617 | 895,401 |
Weighted average outstanding shares of Common Stock diluted (in shares) | 86,349,840 | 84,519,095 | 85,729,136 | 88,016,849 |
Earnings Per Share - Potentiall
Earnings Per Share - Potentially Dilutive Securities (Details) - shares | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 24, 2022 | Sep. 30, 2023 | Sep. 24, 2022 | |
Common Stock options | ||||
Incremental Weighted Average Shares Attributable to Dilutive Effect | ||||
Antidilutive securities excluded from computation of diluted earnings per share (in shares) | 1,384,007 | 1,720,071 | 1,678,769 | 1,704,101 |
Restricted stock units | ||||
Incremental Weighted Average Shares Attributable to Dilutive Effect | ||||
Antidilutive securities excluded from computation of diluted earnings per share (in shares) | 18,161 | 1,585,315 | 41,552 | 560,922 |
Performance share units | ||||
Incremental Weighted Average Shares Attributable to Dilutive Effect | ||||
Antidilutive securities excluded from computation of diluted earnings per share (in shares) | 25,774 | 133,684 | 229,841 | 108,933 |
Stock Compensation - Activity (
Stock Compensation - Activity (Details) - $ / shares | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 24, 2022 | Sep. 30, 2023 | Sep. 24, 2022 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Additional Disclosures [Abstract] | ||||
Options granted (in shares) | 0 | 0 | 262,809 | 310,554 |
Options canceled (in shares) | 199,395 | 575,698 | 277,285 | 753,723 |
Options exercised (in shares) | 4,763 | 0 | 24,478 | 156,380 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract] | ||||
Options granted (usd per share) | $ 0 | $ 0 | $ 13.28 | $ 24.17 |
Options canceled (usd per share) | 21.18 | 26.08 | 21.35 | 26.23 |
Options exercised (usd per share) | $ 8.14 | $ 0 | $ 9.50 | $ 11.91 |
RSUs | ||||
Weighted Average Grant-Date Fair Value Per Share | ||||
Equity instruments granted (in shares) | 78,400 | 227,828 | 1,568,729 | 1,367,828 |
Equity instruments granted, weighted average exercise price (usd per share) | $ 15.48 | $ 14.73 | $ 13.37 | $ 21.64 |
PSU's | ||||
Weighted Average Grant-Date Fair Value Per Share | ||||
Equity instruments granted (in shares) | 0 | 0 | 307,273 | 158,587 |
Equity instruments granted, weighted average exercise price (usd per share) | $ 0 | $ 0 | $ 17.38 | $ 29.24 |
Stock Compensation - Narrative
Stock Compensation - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 24, 2022 | Sep. 30, 2023 | Sep. 24, 2022 | |
Share-based Compensation Arrangement by Share-based Payment Award | ||||
Stock-based compensation | $ 3.4 | $ (0.8) | $ 12.3 | $ 9.7 |
Performance share units | ||||
Share-based Compensation Arrangement by Share-based Payment Award | ||||
Stock compensation not yet recognized | $ 18.8 | $ 18.8 | ||
Recognition period for stock compensation not yet recognized (in years) | 1 year 6 months 18 days |
Restructuring and Asset Relat_3
Restructuring and Asset Related Charges - Impairment by Segment (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 24, 2022 | Sep. 30, 2023 | Sep. 24, 2022 | |
Restructuring Cost and Reserve | ||||
Restructuring severance and termination charges | $ 8,349 | $ 6,504 | $ 15,310 | $ 11,255 |
Other restructuring associated costs | 2,827 | 48 | 8,527 | 7 |
Asset related charges | 1,522 | 0 | 4,939 | 534 |
Other restructuring associated costs and asset related charges | 4,349 | 48 | 13,466 | 541 |
Total restructuring and asset related charges | 12,698 | 6,552 | 28,776 | 11,796 |
Operating Segments | ||||
Restructuring Cost and Reserve | ||||
Total restructuring and asset related charges | 12,728 | 4,225 | 27,980 | 9,510 |
Operating Segments | North America | ||||
Restructuring Cost and Reserve | ||||
Restructuring severance and termination charges | 7,578 | 814 | 10,920 | 5,565 |
Other restructuring associated costs | 2,790 | 0 | 9,681 | 0 |
Asset related charges | 1,522 | 0 | 4,759 | 0 |
Other restructuring associated costs and asset related charges | 4,312 | 0 | 14,440 | 0 |
Total restructuring and asset related charges | 11,890 | 814 | 25,360 | 5,565 |
Operating Segments | Europe | ||||
Restructuring Cost and Reserve | ||||
Restructuring severance and termination charges | 801 | 3,411 | 3,594 | 3,411 |
Other restructuring associated costs | 37 | 0 | (1,154) | 0 |
Asset related charges | 0 | 0 | 180 | 534 |
Other restructuring associated costs and asset related charges | 37 | 0 | (974) | 534 |
Total restructuring and asset related charges | 838 | 3,411 | 2,620 | 3,945 |
Corporate and Unallocated Costs | ||||
Restructuring Cost and Reserve | ||||
Restructuring severance and termination charges | (30) | 2,279 | 796 | 2,279 |
Other restructuring associated costs | 0 | 48 | 0 | 7 |
Asset related charges | 0 | 0 | 0 | 0 |
Other restructuring associated costs and asset related charges | 0 | 48 | 0 | 7 |
Total restructuring and asset related charges | $ (30) | $ 2,327 | $ 796 | $ 2,286 |
Restructuring and Asset Relat_4
Restructuring and Asset Related Charges - Restructuring Accrual (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2023 | Sep. 24, 2022 | |
Restructuring Reserve | |||
Restructuring reserve, beginning balance | $ 5,021 | $ 153 | |
Current period charges | 23,837 | 11,262 | |
Payments | $ (12,700) | (21,831) | (6,317) |
Currency translation | 95 | (181) | |
Restructuring reserve, ending balance | $ 7,122 | $ 7,122 | $ 4,917 |
Restructuring and Asset Relat_5
Restructuring and Asset Related Charges - Narrative (Details) $ in Thousands | 1 Months Ended | 3 Months Ended | 9 Months Ended | ||||
Jan. 26, 2023 USD ($) | Sep. 30, 2023 USD ($) | Dec. 31, 2023 USD ($) | Sep. 30, 2023 USD ($) manufacturing_facility | Jul. 01, 2023 USD ($) | Sep. 30, 2023 USD ($) | Sep. 24, 2022 USD ($) | |
Restructuring Cost and Reserve | |||||||
Number of manufacturing facilities to close | manufacturing_facility | 2 | ||||||
Total cash outlays | $ 12,700 | $ 21,831 | $ 6,317 | ||||
Capital expenditures | $ 5,422 | $ 3,806 | |||||
Footprint Rationalization Efforts | |||||||
Restructuring Cost and Reserve | |||||||
Restructuring expenses | $ 9,700 | ||||||
Footprint Rationalization Efforts | Minimum | |||||||
Restructuring Cost and Reserve | |||||||
Restructuring expenses | 15,900 | ||||||
Footprint Rationalization Efforts | Maximum | |||||||
Restructuring Cost and Reserve | |||||||
Restructuring expenses | 19,700 | ||||||
Footprint Rationalization Efforts | Cash | |||||||
Restructuring Cost and Reserve | |||||||
Restructuring expenses | 1,600 | ||||||
Footprint Rationalization Efforts | Forecast | |||||||
Restructuring Cost and Reserve | |||||||
Restructuring expenses | $ 13,700 | ||||||
Footprint Rationalization Efforts | Other Non-Cash Inventory Charges | |||||||
Restructuring Cost and Reserve | |||||||
Restructuring expenses | 600 | ||||||
Footprint Rationalization Efforts | Other assets | |||||||
Restructuring Cost and Reserve | |||||||
Restructuring expenses | 1,500 | ||||||
Footprint Rationalization Efforts | Severance And Termination Charges | |||||||
Restructuring Cost and Reserve | |||||||
Restructuring expenses | $ 7,600 | 8,000 | |||||
Footprint Rationalization Efforts | Equipment Relocation And Facility Restoration Costs | |||||||
Restructuring Cost and Reserve | |||||||
Restructuring expenses | $ 5,800 | ||||||
Footprint and Operational Efficiencies | |||||||
Restructuring Cost and Reserve | |||||||
Restructuring expenses | $ 17,200 | $ 2,800 | |||||
Capital expenditures | $ 1,100 |
Held for Sale (Details)
Held for Sale (Details) - Disposal Group, Held-for-sale, Not Discontinued Operations - Towanda - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Assets | ||
Inventory | $ 17,102 | $ 16,592 |
Other current assets | 157 | 110 |
Property and equipment | 49,502 | 41,600 |
Intangible assets | 1,471 | 1,471 |
Goodwill | 65,000 | 65,000 |
Operating lease assets | 975 | 975 |
Assets held for sale | 134,207 | 125,748 |
Liabilities | ||
Accrued payroll and benefits | 1,231 | 852 |
Accrued expenses and other current liabilities | 6,927 | 4,707 |
Current maturities of long term debt | 0 | 1 |
Operating lease liability | 58 | 480 |
Liabilities held for sale | $ 8,216 | $ 6,040 |
Other (Income), Net (Details)
Other (Income), Net (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 24, 2022 | Sep. 30, 2023 | Sep. 24, 2022 | |
Other Income and Expenses [Abstract] | ||||
JW Australia Transition Services Agreement cost recovery | $ (4,000) | $ 0 | $ (4,000) | $ 0 |
Income from short-term investments and forward contracts related to the JW Australia divestiture | (3,109) | 0 | (3,109) | 0 |
Pension expense (gain) | 1,618 | (1,428) | 4,969 | (4,452) |
Recovery of cost from interest received on impaired notes | (1,325) | (541) | (3,000) | (13,953) |
Governmental assistance(1) | (1,257) | (71) | (1,448) | (550) |
Foreign currency gains, net | (216) | (896) | (2,318) | (4,437) |
Insurance reimbursement | 0 | (1,500) | (1,234) | (6,343) |
Other items, net | (1,164) | (744) | (841) | (1,599) |
Other income, net (Note 18) | $ (9,453) | $ (5,180) | $ (10,981) | $ (31,334) |
Derivative Financial Instrume_3
Derivative Financial Instruments - Narrative (Details) $ in Millions, $ in Millions | 3 Months Ended | 9 Months Ended | |||||
Sep. 30, 2023 USD ($) | Sep. 24, 2022 USD ($) | Sep. 30, 2023 USD ($) | Sep. 24, 2022 USD ($) | Jun. 30, 2023 | Apr. 18, 2023 AUD ($) Rate | May 31, 2020 USD ($) | |
Notional Disclosures | |||||||
Realized gain (loss) on hedges | $ 0.1 | $ 4.8 | $ 1.1 | $ 17.1 | |||
Forward contracts to sell a total | $ 420 | ||||||
Derivative, Gain (Loss), Statement of Income or Comprehensive Income [Extensible Enumeration] | Other Comprehensive Income (Loss), Cash Flow Hedge, Gain (Loss), after Reclassification and Tax | Other Comprehensive Income (Loss), Cash Flow Hedge, Gain (Loss), after Reclassification and Tax | |||||
Amount expected to be reclassified to interest income over the next twelve months | $ 4.6 | $ 4.6 | |||||
Minimum | |||||||
Notional Disclosures | |||||||
Exchange rate (USD per AUD) | Rate | 67.51% | ||||||
Maximum | |||||||
Notional Disclosures | |||||||
Exchange rate (USD per AUD) | Rate | 67.59% | ||||||
Foreign Exchange Contracts, Forecasted Transactions | Not Designated as Hedging Instrument | |||||||
Notional Disclosures | |||||||
Notional amount | 90.6 | 90.6 | |||||
Foreign Exchange Contracts, Consolidated Earnings | Not Designated as Hedging Instrument | |||||||
Notional Disclosures | |||||||
Notional amount | 53 | 53 | |||||
Foreign Currency Forward Contracts | Not Designated as Hedging Instrument | |||||||
Notional Disclosures | |||||||
Realized gain (loss) on hedges | 0.4 | (4.3) | 0.5 | 6.1 | |||
Interest rate swap | Designated as hedging instrument | Cash flow hedge | |||||||
Notional Disclosures | |||||||
Notional amount | $ 370 | ||||||
Derivative fixed interest rate (as a percent) | 0.317% | 0.395% | |||||
Gains (losses) reclassified | $ 4.6 | $ 1.6 | $ 12.7 | $ 1.7 | |||
Interest rate swap | Designated as hedging instrument | Cash flow hedge | Minimum | LIBOR | |||||||
Notional Disclosures | |||||||
Derivative variable interest rate (as a percent) | (0.10%) | 0% |
Derivative Financial Instrume_4
Derivative Financial Instruments - Fair Value (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Other current assets | Interest rate contracts | Derivatives designated as hedging instruments: | ||
Derivative Asset, Fair Value, Amount Not Offset Against Collateral | ||
Derivative assets | $ 4,570 | $ 16,235 |
Other current assets | Foreign currency forward contracts | Derivatives not designated as hedging instruments: | ||
Derivative Asset, Fair Value, Amount Not Offset Against Collateral | ||
Derivative assets | 2,512 | 3,809 |
Other current assets | Other derivative instruments | Derivatives not designated as hedging instruments: | ||
Derivative Asset, Fair Value, Amount Not Offset Against Collateral | ||
Derivative assets | 0 | 73 |
Accrued expenses and other current liabilities | Foreign currency forward contracts | Derivatives not designated as hedging instruments: | ||
Derivative Asset, Fair Value, Amount Not Offset Against Collateral | ||
Derivative liabilities | 1,065 | 3,058 |
Accrued expenses and other current liabilities | Other derivative instruments | Derivatives not designated as hedging instruments: | ||
Derivative Asset, Fair Value, Amount Not Offset Against Collateral | ||
Derivative liabilities | $ 160 | $ 288 |
Fair Value of Financial Instr_3
Fair Value of Financial Instruments (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Assets: | ||
Derivative Asset, Current, Statement of Financial Position [Extensible Enumeration] | Other current assets | Other current assets |
Liabilities: | ||
Derivative liabilities, recorded in accrued expenses and other current liabilities | $ 1,225 | $ 3,346 |
Derivative Liability, Current, Statement of Financial Position [Extensible Enumeration] | Accrued expenses and other current liabilities (Note 8) | Accrued expenses and other current liabilities (Note 8) |
Carrying Amount | Recurring | ||
Assets: | ||
Cash equivalents | $ 57,931 | $ 6,078 |
Derivative assets, recorded in other current assets | 7,082 | 20,117 |
Deferred compensation plan assets, recorded in other assets | 1,701 | 725 |
Liabilities: | ||
Debt, recorded in long-term debt and current maturities of long-term debt | 1,240,715 | 1,759,226 |
Derivative liabilities, recorded in accrued expenses and other current liabilities | 1,225 | 3,346 |
Total Fair Value | Recurring | ||
Assets: | ||
Cash equivalents | 57,931 | 6,078 |
Derivative assets, recorded in other current assets | 7,082 | 20,117 |
Deferred compensation plan assets, recorded in other assets | 1,701 | 725 |
Liabilities: | ||
Debt, recorded in long-term debt and current maturities of long-term debt | 1,186,465 | 1,555,367 |
Derivative liabilities, recorded in accrued expenses and other current liabilities | 1,225 | 3,346 |
Total Fair Value | Recurring | Level 1 | ||
Assets: | ||
Cash equivalents | 0 | 0 |
Derivative assets, recorded in other current assets | 0 | 0 |
Deferred compensation plan assets, recorded in other assets | 0 | 0 |
Liabilities: | ||
Debt, recorded in long-term debt and current maturities of long-term debt | 0 | 0 |
Derivative liabilities, recorded in accrued expenses and other current liabilities | 0 | 0 |
Total Fair Value | Recurring | Level 2 | ||
Assets: | ||
Cash equivalents | 57,931 | 6,078 |
Derivative assets, recorded in other current assets | 7,082 | 20,117 |
Deferred compensation plan assets, recorded in other assets | 1,701 | 725 |
Liabilities: | ||
Debt, recorded in long-term debt and current maturities of long-term debt | 1,186,465 | 1,555,367 |
Derivative liabilities, recorded in accrued expenses and other current liabilities | 1,225 | 3,346 |
Total Fair Value | Recurring | Level 3 | ||
Assets: | ||
Cash equivalents | 0 | 0 |
Derivative assets, recorded in other current assets | 0 | 0 |
Deferred compensation plan assets, recorded in other assets | 0 | 0 |
Liabilities: | ||
Debt, recorded in long-term debt and current maturities of long-term debt | 0 | 0 |
Derivative liabilities, recorded in accrued expenses and other current liabilities | $ 0 | $ 0 |
Commitments and Contingencies (
Commitments and Contingencies (Details) $ in Thousands | 1 Months Ended | 9 Months Ended | ||||||||||||
Jun. 20, 2022 USD ($) | Nov. 03, 2021 USD ($) | Apr. 20, 2021 USD ($) | Sep. 04, 2020 USD ($) | Aug. 31, 2020 USD ($) | Nov. 19, 2019 USD ($) | Apr. 12, 2019 USD ($) | Mar. 13, 2019 USD ($) | Oct. 19, 2018 action | May 11, 2018 USD ($) | Feb. 28, 2018 USD ($) | Sep. 30, 2023 USD ($) | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | |
Loss Contingencies | ||||||||||||||
Number of lawsuits (in actions) | action | 2 | |||||||||||||
Accrued self-insurance liability | $ 87,300 | $ 89,000 | ||||||||||||
Financing bonds and letters of credit | $ 64,200 | $ 60,000 | ||||||||||||
Environmental Loss Contingency, Current, Statement of Financial Position [Extensible Enumeration] | Accrued expenses and other current liabilities (Note 8) | Accrued expenses and other current liabilities (Note 8) | ||||||||||||
Environmental loss contingencies, current | $ 400 | $ 500 | ||||||||||||
Environmental Loss Contingency, Noncurrent, Statement of Financial Position [Extensible Enumeration] | Deferred credits and other liabilities | Deferred credits and other liabilities | ||||||||||||
Environmental loss contingencies, non-current | $ 11,500 | $ 11,800 | ||||||||||||
Preferred remedial alternatives totaling | $ 23,400 | |||||||||||||
PaDEP | ||||||||||||||
Loss Contingencies | ||||||||||||||
Collateralized bond | 1,400 | |||||||||||||
Minimum | ||||||||||||||
Loss Contingencies | ||||||||||||||
Environmental remedial feasibility alternative | 11,800 | |||||||||||||
Minimum | Domestic Product Liability | ||||||||||||||
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 | ||||||||||||||
Environmental remedial feasibility alternative | $ 33,400 | |||||||||||||
Maximum | Domestic Product Liability | ||||||||||||||
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 | $ 10,500 | $ 30,800 | ||||||||||||
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, payments | $ 66,400 | |||||||||||||
Preliminary Court Approval | ||||||||||||||
Loss Contingencies | ||||||||||||||
Settlement, amount awarded to other party | $ 39,500 | |||||||||||||
Loss contingency accrual | $ 5,000 |
Supplemental Cash Flow Inform_3
Supplemental Cash Flow Information (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2023 | Sep. 24, 2022 | |
Cash Operating Activities: | ||
Operating leases | $ 46,033 | $ 44,746 |
Interest payments on financing lease obligations | 217 | 120 |
Cash paid for amounts included in the measurement of lease liabilities | 46,250 | 44,866 |
Cash Investing Activities: | ||
Purchases of securities for deferred compensation plan | (1,020) | (569) |
Sale of securities for deferred compensation plan | 127 | 83 |
Change in securities for deferred compensation plan | (893) | (486) |
Non-cash Investing Activities: | ||
Property, equipment, and intangibles purchased in accounts payable | 5,422 | 3,806 |
Property, equipment, and intangibles purchased with debt | 10,984 | 7,652 |
Customer accounts receivable converted to notes receivable | 193 | 0 |
Cash Financing Activities: | ||
Borrowings on long-term debt | 127,317 | 571,977 |
Payments of long-term debt | (672,755) | (487,202) |
Payments of debt extinguishment costs | (3,908) | 0 |
Change in long-term debt | (549,346) | 84,775 |
Cash paid for amounts included in the measurement of finance lease liabilities | 1,351 | 1,333 |
Non-cash Financing Activities: | ||
Prepaid insurance funded through short-term debt borrowings | 16,628 | 16,486 |
Shares surrendered for tax obligations for employee share-based transactions in accrued liabilities | 0 | 108 |
Accounts payable converted to installment notes | 176 | 1,279 |
Other Supplemental Cash Flow Information: | ||
Cash taxes paid, net of refunds | 41,988 | 35,240 |
Cash interest paid | $ 53,442 | $ 43,895 |