Cover
Cover - shares | 3 Months Ended | |
Mar. 30, 2024 | May 03, 2024 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Mar. 30, 2024 | |
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 $0.01 per share) | |
Trading Symbol | JELD | |
Security Exchange Name | NYSE | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 85,986,368 | |
Entity Central Index Key | 0001674335 | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2024 | |
Document Fiscal Period Focus | Q1 | |
Current Fiscal Year End Date | --12-31 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS (unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 30, 2024 | Apr. 01, 2023 | |
Income Statement [Abstract] | ||
Net revenues | $ 959,126 | $ 1,080,522 |
Cost of sales | 786,546 | 888,735 |
Gross margin | 172,580 | 191,787 |
Selling, general and administrative | 182,804 | 152,763 |
Restructuring and asset-related charges (Note 16) | 18,059 | 9,266 |
Operating (loss) income | (28,283) | 29,758 |
Interest expense, net | 15,692 | 21,492 |
Loss on extinguishment and refinancing of debt (Note 10) | 1,449 | 0 |
Other income, net (Note 18) | (14,263) | (3,687) |
(Loss) income from continuing operations before taxes | (31,161) | 11,953 |
Income tax (benefit) expense (Note 11) | (3,431) | 3,488 |
(Loss) income from continuing operations, net of tax | (27,730) | 8,465 |
Income from discontinued operations, net of tax (Note 2) | 0 | 6,669 |
Net (loss) income | $ (27,730) | $ 15,134 |
Weighted average common shares outstanding (Note 14): | ||
Basic (in shares) | 85,520,145 | 84,598,945 |
Diluted (in shares) | 85,520,145 | 85,149,088 |
Net (loss) income per share from continuing operations | ||
Basic (usd per share) | $ (0.32) | $ 0.10 |
Diluted (usd per share) | (0.32) | 0.10 |
Net income per share from discontinued operations | ||
Basic (usd per share) | 0 | 0.08 |
Diluted (usd per share) | 0 | 0.08 |
Net (loss) income per share | ||
Basic (usd per share) | (0.32) | 0.18 |
Diluted (usd per share) | $ (0.32) | $ 0.18 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 30, 2024 | Apr. 01, 2023 | |
Statement of Comprehensive Income [Abstract] | ||
Net (loss) income | $ (27,730) | $ 15,134 |
Other comprehensive (loss) income, net of tax: | ||
Foreign currency translation adjustments, net of tax expense of $1,147 and $580, respectively | (18,298) | 8,173 |
Interest rate hedge adjustments, net of tax expense (benefit) of $85 and $(1,049), respectively | 252 | (3,085) |
Defined benefit pension plans, net of tax expense of $2 and $23, respectively | 6 | 62 |
Total other comprehensive (loss) income, net of tax | (18,040) | 5,150 |
Comprehensive (loss) income | $ (45,770) | $ 20,284 |
CONSOLIDATED STATEMENTS OF CO_2
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (unaudited) (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 30, 2024 | Apr. 01, 2023 | |
Statement of Comprehensive Income [Abstract] | ||
Foreign currency translation adjustments, net of tax expense (benefit) | $ 1,147 | $ 580 |
Interest rate hedge adjustments, net of tax (benefit) expense | 85 | (1,049) |
Defined benefit pension plans, net of tax expense | $ 2 | $ 23 |
CONSOLIDATED BALANCE SHEETS (un
CONSOLIDATED BALANCE SHEETS (unaudited) - USD ($) $ in Thousands | Mar. 30, 2024 | Dec. 31, 2023 |
Current assets | ||
Cash and cash equivalents | $ 234,452 | $ 288,312 |
Restricted cash | 758 | 835 |
Accounts receivable, net (Note 3) | 528,460 | 516,674 |
Inventories (Note 4) | 490,557 | 481,451 |
Other current assets | 75,968 | 71,507 |
Assets held for sale (Note 17) | 138,867 | 135,563 |
Total current assets | 1,469,062 | 1,494,342 |
Property and equipment, net (Note 5) | 647,418 | 644,242 |
Deferred tax assets | 157,634 | 150,453 |
Goodwill (Note 6) | 382,780 | 390,170 |
Intangible assets, net (Note 7) | 107,701 | 123,910 |
Operating lease assets, net | 137,141 | 146,931 |
Other assets | 32,030 | 30,077 |
Total assets | 2,933,766 | 2,980,125 |
Current liabilities | ||
Accounts payable | 319,442 | 269,322 |
Accrued payroll and benefits | 90,759 | 132,550 |
Accrued expenses and other current liabilities (Note 8) | 252,254 | 233,796 |
Current maturities of long-term debt (Note 10) | 35,248 | 36,177 |
Liabilities held for sale (Note 17) | 7,062 | 7,064 |
Total current liabilities | 704,765 | 678,909 |
Long-term debt (Note 10) | 1,185,123 | 1,190,075 |
Unfunded pension liability | 26,343 | 26,502 |
Operating lease liability | 114,306 | 121,993 |
Deferred credits and other liabilities | 85,913 | 104,831 |
Deferred tax liabilities | 5,766 | 7,170 |
Total liabilities | 2,122,216 | 2,129,480 |
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, 85,901,543 and 85,309,220 shares issued and outstanding as of March 30, 2024 and December 31, 2023, respectively. | 859 | 853 |
Additional paid-in capital | 758,840 | 752,171 |
Retained earnings | 165,201 | 192,931 |
Accumulated other comprehensive loss | (113,350) | (95,310) |
Total shareholders’ equity | 811,550 | 850,645 |
Total liabilities and shareholders’ equity | $ 2,933,766 | $ 2,980,125 |
CONSOLIDATED BALANCE SHEETS (_2
CONSOLIDATED BALANCE SHEETS (unaudited) (Parenthetical) - $ / shares | Mar. 30, 2024 | Dec. 31, 2023 |
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) | 85,901,543 | 85,309,220 |
Common stock, shares outstanding (in shares) | 85,901,543 | 85,309,220 |
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 | Unrealized (loss) gain on interest rate hedges | Net actuarial pension gain |
Balance at beginning of period (in shares) at Dec. 31, 2022 | 0 | ||||||||||
Balance at beginning of period at Dec. 31, 2022 | $ 0 | $ 843 | $ 735,526 | $ (673) | $ 130,486 | $ (142,634) | |||||
Balance at beginning of period (in shares) at Dec. 31, 2022 | 84,347,712 | ||||||||||
Increase (Decrease) in Stockholders' Equity | |||||||||||
Shares issued for exercise/vesting of share-based compensation awards (in shares) | 604,028 | ||||||||||
Shares issued for exercise/vesting of share-based compensation awards | $ 7 | ||||||||||
Shares surrendered for tax obligations for employee share-based transactions (in shares) | (34,864) | ||||||||||
Shares surrendered for tax obligations for employee share-based transactions | $ (1) | (462) | |||||||||
Amortization of share-based compensation | 4,383 | ||||||||||
Net (loss) income | $ 15,134 | 15,134 | |||||||||
Foreign currency adjustments | 8,173 | $ 8,173 | |||||||||
Unrealized gain (loss) on interest rate hedges | $ (3,085) | ||||||||||
Net actuarial pension gain | 62 | $ 62 | |||||||||
Balance at end of period at Apr. 01, 2023 | $ 747,759 | $ 849 | $ 738,774 | 739,447 | (673) | 145,620 | (137,484) | ||||
Balance at period end (in shares) at Apr. 01, 2023 | 84,916,876 | ||||||||||
Balance at beginning of period (in shares) at Dec. 31, 2023 | 0 | 0 | |||||||||
Balance at beginning of period at Dec. 31, 2023 | $ 850,645 | $ 0 | $ 853 | 752,844 | (673) | 192,931 | (95,310) | ||||
Balance at beginning of period (in shares) at Dec. 31, 2023 | 85,309,220 | 85,309,220 | |||||||||
Increase (Decrease) in Stockholders' Equity | |||||||||||
Shares issued for exercise/vesting of share-based compensation awards (in shares) | 613,331 | ||||||||||
Shares issued for exercise/vesting of share-based compensation awards | $ 7 | 2,012 | |||||||||
Shares surrendered for tax obligations for employee share-based transactions (in shares) | (21,008) | ||||||||||
Shares surrendered for tax obligations for employee share-based transactions | $ (1) | (402) | |||||||||
Amortization of share-based compensation | 5,059 | ||||||||||
Net (loss) income | $ (27,730) | (27,730) | |||||||||
Foreign currency adjustments | (18,298) | $ (18,298) | |||||||||
Unrealized gain (loss) on interest rate hedges | $ 252 | ||||||||||
Net actuarial pension gain | $ 6 | $ 6 | |||||||||
Balance at period end (in shares) at Mar. 30, 2024 | 0 | ||||||||||
Balance at end of period at Mar. 30, 2024 | $ 811,550 | $ 859 | $ 758,840 | $ 759,513 | $ (673) | $ 165,201 | $ (113,350) | ||||
Balance at period end (in shares) at Mar. 30, 2024 | 85,901,543 | 85,901,543 |
CONSOLIDATED STATEMENTS OF EQ_2
CONSOLIDATED STATEMENTS OF EQUITY (unaudited) (Parenthetical) - $ / shares | Mar. 30, 2024 | Dec. 31, 2023 | Apr. 01, 2023 |
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 | 3 Months Ended | |
Mar. 30, 2024 | Apr. 01, 2023 | |
OPERATING ACTIVITIES | ||
Net (loss) income | $ (27,730) | $ 15,134 |
Adjustments to reconcile net income to cash provided by (used in) operating activities: | ||
Depreciation and amortization | 41,429 | 32,790 |
Deferred income taxes | (7,395) | (4,268) |
Net gain on disposition of assets | (2,865) | (90) |
Adjustment to carrying value of assets | 2,919 | 2,171 |
Amortization of deferred financing costs | 434 | 786 |
Loss on extinguishment and refinancing of debt | 787 | 0 |
Loss on foreign currency translation adjustment related to the substantial liquidation of a foreign subsidiary | 4,290 | 0 |
Stock-based compensation | 5,059 | 4,383 |
Amortization of U.S. pension expense | 0 | 125 |
Recovery of cost from receipts on impaired notes | (1,389) | (1,394) |
Other items, net | (2,465) | (4,345) |
Net change in operating assets and liabilities: | ||
Accounts receivable | (17,599) | (100,229) |
Inventories | (13,776) | 31,779 |
Other assets | (9,514) | (1,775) |
Accounts payable and accrued expenses | 22,910 | 27,572 |
Change in short-term and long-term tax liabilities | (6,093) | (3,295) |
Net cash used in operating activities | (10,998) | (656) |
INVESTING ACTIVITIES | ||
Purchases of property and equipment | (31,210) | (21,432) |
Proceeds from sale of property and equipment | 3,266 | 398 |
Purchase of intangible assets | (3,502) | (2,179) |
Recovery of cost from receipts on impaired notes | 1,389 | 1,394 |
Cash received for notes receivable | 0 | 5 |
Cash received from insurance proceeds | 1,655 | 3,165 |
Change in securities for deferred compensation plan | (2,112) | (383) |
Net cash used in investing activities | (30,514) | (19,032) |
FINANCING ACTIVITIES | ||
Change in long-term debt and payments of debt extinguishment costs | (7,710) | 341 |
Common stock issued for exercise of options | 2,019 | 7 |
Payments to tax authorities for employee share-based compensation | (403) | (447) |
Payments related to the sale of JW Australia | (714) | 0 |
Net cash used in financing activities | (6,808) | (99) |
Effect of foreign currency exchange rates on cash | (5,617) | 2,910 |
Net (decrease) in cash and cash equivalents | (53,937) | (16,877) |
Cash, cash equivalents and restricted cash, beginning | 289,147 | 220,868 |
Cash, cash equivalents and restricted cash, ending | $ 235,210 | $ 203,991 |
Description of Company and Summ
Description of Company and Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 30, 2024 | |
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, and Europe. 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, residential and non-residential building construction, and repair 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 March 30, 2024 and for the three months ended March 30, 2024 and April 1, 2023, 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 months ended March 30, 2024 are not necessarily indicative of the results to be expected for the year ending December 31, 2024, or any other period. The accompanying consolidated balance sheet as of December 31, 2023 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, 2023. 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. CARES Act – In March 2020, the United States government enacted the CARES Act to provide certain relief as a result of the COVID-19 pandemic. The CARES Act provided for tax relief, along with other stimulus measures, including a provision for an ERC designed to encourage businesses to retain employees during the COVID-19 pandemic. We recorded a receivable for an ERC from the U.S. government of $6.1 million in other income, net in the fourth quarter of 2023. The balance is included in other current assets in the accompanying consolidated balance sheets as of March 30, 2024 and December 31, 2023, respectively. Recent Accounting Standards Not Yet Adopted – In November 2023, the FASB issued ASU 2023-07, Improvements to Reportable Segment Disclosures . ASU 2023-07 requires disclosure of significant segment expenses that are regularly provided to the CODM and included within the segment measure of profit or loss, an amount and description of its composition for other segment items to reconcile to segment profit or loss, and the title and position of the entity’s CODM. ASU 2023-07 will be applied retrospectively and is effective for annual reporting periods in fiscal years beginning after December 15, 2023, and interim reporting periods in fiscal years beginning after December 31, 2024. We do not expect the guidance to have an impact on our financial positions and results of operations. We are currently evaluating the impact of this guidance on the Company’s disclosures. In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures . ASU 2023-09 expands disclosures in an entity’s income tax rate reconciliation table and regarding cash taxes paid both in the U.S. and foreign jurisdictions. The guidance is effective for annual periods beginning after December 15, 2024, with early adoption permitted, and should be applied either prospectively or retrospectively. We have not elected to early adopt this standard. We do not expect the guidance to have an impact on our financial positions and results of operations. We are currently evaluating the impact of this guidance on the Company’s disclosures. 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 | 3 Months Ended |
Mar. 30, 2024 | |
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. We have classified the results of operations for the JW Australia reportable segment, together with certain costs related to the sale, 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. As of March 30, 2024, we had a liability of $5.1 million relating to these matters, which was included in accrued expenses and other current liabilities in our consolidated balance sheet. As of December 31, 2023, our liability relating to these matters was $8.2 million, of which $6.1 million was included in accrued expenses and other current liabilities, and the remaining was included in deferred credits and other liabilities in the accompanying consolidated balance sheet. Components of amounts reflected in the consolidated statements of operations related to discontinued operations for the three months ended April 1, 2023 were as follows: Three Months Ended (amounts in thousands) April 1, 2023 Net revenues $ 145,670 Cost of sales 105,389 Gross margin 40,281 Selling, general and administrative 32,745 Restructuring and asset-related charges — Operating income 7,536 Interest income, net (271) Other income, net (1,386) Income from discontinued operations before taxes 9,193 Income tax expense 2,524 Income from discontinued operations, net of tax $ 6,669 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: Three Months Ended (amounts in thousands) April 1, 2023 Depreciation and amortization $ 4,447 Capital expenditures 3,579 Share-based incentive compensation 259 Provision for bad debt 4,138 As of March 30, 2024 and December 31, 2023, the assets and liabilities associated with the court-ordered divestiture of the Company’s Towanda, PA operations (“Towanda”) as described further in Note 21 - C ommitments and Contingencies, 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. As of March 30, 2024 and December 31, 2023, the related assets and liabilities included within the summary below were 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) March 30, 2024 December 31, 2023 Assets Inventories $ 18,857 $ 17,337 Other current assets 39 108 Property and equipment, net 52,525 50,672 Intangible assets, net 1,471 1,471 Goodwill 65,000 65,000 Operating lease assets, net 975 975 Assets held for sale $ 138,867 $ 135,563 Liabilities Accrued payroll and benefits $ 1,123 $ 901 Accrued expenses and other current liabilities 5,918 6,126 Operating lease liability 21 37 Liabilities held for sale $ 7,062 $ 7,064 |
Accounts Receivable
Accounts Receivable | 3 Months Ended |
Mar. 30, 2024 | |
Receivables [Abstract] | |
Accounts Receivable | Accounts Receivable We sell our manufactured products to a large number of customers, primarily in the residential housing construction and remodel sectors, broadly dispersed across many domestic and foreign geographic regions. We 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. Customer accounts receivable converted to notes receivable are collateralized by inventory or other collateral. At March 30, 2024 and December 31, 2023, we had an allowance for credit losses of $10.1 million and $11.3 million, respectively. The decrease in the allowance for credit losses in the three months ended March 30, 2024 was primarily due to decreased sales and an improved portfolio of aged receivables. |
Inventories
Inventories | 3 Months Ended |
Mar. 30, 2024 | |
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) March 30, 2024 December 31, 2023 Raw materials $ 397,210 $ 404,360 Work in process 20,876 21,141 Finished goods 100,363 84,954 Inventory valuation reserves (27,892) (29,004) Total inventories $ 490,557 $ 481,451 To conform with current period presentation, certain amounts in prior period information have been reclassified. |
Property and Equipment, Net
Property and Equipment, Net | 3 Months Ended |
Mar. 30, 2024 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment, Net | Property and Equipment, Net (amounts in thousands) March 30, 2024 December 31, 2023 Property and equipment $ 1,964,192 $ 1,966,371 Accumulated depreciation (1,316,774) (1,322,129) Total property and equipment, net $ 647,418 $ 644,242 We recorded accelerated depreciation of our plant and equipment of $2.2 million during the three months ended April 1, 2023 within restructuring and asset-related charges in the accompanying consolidated statements of operations. For more information, refer to Note 16 - Restructuring and Asset-Related Charges. The effect on our carrying value of property and equipment due to currency translations for foreign property and equipment, net, was a decrease of $5.9 million as of March 30, 2024 compared to December 31, 2023, respectively. Depreciation expense was recorded as follows: Three Months Ended (amounts in thousands) March 30, 2024 April 1, 2023 Cost of sales $ 19,998 $ 20,273 Selling, general and administrative 1,121 1,645 Total depreciation expense $ 21,119 $ 21,918 |
Goodwill
Goodwill | 3 Months Ended |
Mar. 30, 2024 | |
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 Gross carrying amount at December 31, 2023 $ 182,412 $ 268,512 $ 450,924 Foreign currency translation (146) (8,838) (8,984) Gross carrying amount at March 30, 2024 $ 182,266 259,674 441,940 Accumulated impairment losses at December 31, 2023 — (60,754) $ (60,754) Foreign currency translation — 1,594 $ 1,594 Accumulated impairment losses at March 30, 2024 — (59,160) (59,160) Balance, net of impairment at March 30, 2024 $ 182,266 $ 200,514 $ 382,780 |
Intangible Assets, Net
Intangible Assets, Net | 3 Months Ended |
Mar. 30, 2024 | |
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: March 30, 2024 (amounts in thousands) Cost Accumulated Net Customer relationships and agreements $ 121,819 $ (85,034) $ 36,785 Software 67,256 (24,919) 42,337 Trademarks and trade names 31,802 (11,079) 20,723 Patents, licenses and rights 12,644 (4,788) 7,856 Total amortizable intangibles $ 233,521 $ (125,820) $ 107,701 December 31, 2023 (amounts in thousands) Cost Accumulated Net Customer relationships and agreements $ 123,713 $ (84,281) $ 39,432 Software 113,429 (58,424) 55,005 Trademarks and trade names 32,148 (10,802) 21,346 Patents, licenses and rights 12,666 (4,539) 8,127 Total amortizable intangibles $ 281,956 $ (158,046) $ 123,910 We recorded accelerated amortization of $14.1 million during the three months ended March 30, 2024 for an ERP that we are no longer utilizing after we completed our related obligations under the JW Australia Transition Services Agreement during the first quarter of 2024. The expense was recorded within SG&A The effect on our carrying value of intangible assets due to currency translations for foreign intangible assets was a decrease of $0.6 million as of March 30, 2024 compared to December 31, 2023. Amortization expense was recorded as follows: Three Months Ended (amounts in thousands) March 30, 2024 April 1, 2023 Amortization expense $ 18,916 $ 6,001 |
Accrued Expenses and Other Curr
Accrued Expenses and Other Current Liabilities | 3 Months Ended |
Mar. 30, 2024 | |
Payables and Accruals [Abstract] | |
Accrued Expenses and Other Current Liabilities | Accrued Expenses and Other Current Liabilities (amounts in thousands) March 30, 2024 December 31, 2023 Accrued sales and advertising rebates $ 67,863 $ 82,732 Current portion of operating lease liability 33,215 32,477 Non-income related taxes 25,492 20,072 Current portion of warranty liability (Note 9) 22,201 22,819 Accrued freight 18,833 18,963 Accrued expenses 14,341 15,758 Current portion of accrued claim costs relating to self-insurance programs 14,096 14,079 Current portion of restructuring accrual ( Note 16 ) 12,442 3,375 Current portion of uncertain tax positions (Note 11) 12,405 — Accrued income taxes payable 9,041 9,252 Accrued interest payable 8,915 1,401 Legal claims provision ( Note 21 ) 6,576 2,683 Deferred revenue and customer deposits 5,002 7,189 Current portion of derivative liability (Note 19) 1,832 2,996 Total accrued expenses and other current liabilities $ 252,254 $ 233,796 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 | 3 Months Ended |
Mar. 30, 2024 | |
Product Warranties Disclosures [Abstract] | |
Warranty Liability | Warranty Liability Warranty terms range 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. Estimated warranty costs based on historical experience are recorded as a provision at the time of sale. The provision is adjusted periodically to reflect actual experience. An analysis of our warranty liability is as follows: (amounts in thousands) March 30, 2024 April 1, 2023 Balance as of January 1 $ 53,247 $ 52,389 Current period charges 6,027 7,296 Experience adjustments 394 539 Payments (6,760) (7,863) Currency translation (330) 112 Balance at period end 52,578 52,473 Current portion (22,201) (21,310) Long-term portion $ 30,377 $ 31,163 The most significant component of our warranty liability was in the North America segment. As of March 30, 2024, the warranty liability in the North America segment totaled $46.3 million, after discounting future estimated cash flows at rates between 0.53% and 4.06%. Without discounting, the liability would have increased by approximately $3.8 million. |
Long-Term Debt
Long-Term Debt | 3 Months Ended |
Mar. 30, 2024 | |
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: March 30, 2024 March 30, 2024 December 31, 2023 (amounts in thousands) Interest Rate Senior Notes 4.63% - 4.88% $ 600,000 $ 600,000 Term Loan Facility 7.44% (1) 534,909 536,250 Finance leases and other financing arrangements 1.00% - 8.95% (1) 69,802 74,460 Mortgage notes 5.68% - 6.18% (1) 21,203 22,070 Total Debt 1,225,914 1,232,780 Unamortized debt issuance costs and original issue discounts (5,543) (6,528) Current maturities of long-term debt (35,248) (36,177) Long-term debt $ 1,185,123 $ 1,190,075 (1) Term Loan B, mortgage notes and certain finance leases and other financing arrangements are subject to variable interest rates. Summaries of our significant changes to outstanding debt agreements as of March 30, 2024 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 third quarter of 2023, consisting of $3.9 million in call premium and $2.6 million in accelerated amortization of debt issuance costs. Term Loan Facility 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 modified 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. 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. In January 2024, we amended the Term Loan Facility to lower the applicable margin for replacement term loans, remove certain provisions no longer relevant to the parties, and make certain other technical amendments and related conforming changes. Pursuant to the amendment, replacement term loans bear interest at SOFR plus a margin of 1.75% to 2.00% depending on JWI’s corporate credit ratings, compared to a margin of 2.00% to 2.25% under the previous amendment. All other material terms and conditions of the Term Loan Agreement were unchanged. As a result of this amendment, we recognized debt extinguishment and refinancing costs of $1.4 million, which included $0.8 million of unamortized debt issuance costs and original discount fees. As of March 30, 2024, the outstanding principal balance, net of original issue discount, was $534.2 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 were designated as cash flow hedges of a portion of the interest obligations on our Term Loan Facility borrowings and matured in December 2023. See Note 19 - Derivative Financial Instruments for additional information on our derivative assets and liabilities. In February 2024, we entered into interest rate collar agreements with a cap rate of 4.50% paid against one-month USD-SOFR CME Term floored at 3.982% and 3.895% with outstanding notional amounts aggregating to $100.0 million corresponding to that amount of the debt outstanding under our Term Loan Facility. The interest rate collar agreements were designated as cash flow hedges of a portion of the interest obligations on our Term Loan Facility borrowings and mature in February 2026. See Note 19 - Derivative Financial Instruments for additional information on our derivative assets and liabilities. Revolving Credit Facility ABL Facility - Initially executed in 2014, extensions of credit under our ABL Facility are limited by a borrowing base calculated based on specified percentages of the value of eligible accounts receivable and inventory, subject to certain reserves and other adjustments. We pay a fee of 0.25% on the unused portion of the commitments. The ABL Facility has a minimum fixed charge coverage ratio that we are obligated to comply with under certain circumstances. The ABL Facility has various non-financial covenants, including restrictions on liens, indebtedness, dividends, customary representations and warranties, and customary events of defaults and remedies. 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 March 30, 2024, we had no outstanding borrowings, $7.7 million in letters of credit and $425.6 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 March 30, 2024, we had DKK 146.6 million ($21.2 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 March 30, 2024, we had $69.8 million outstanding in this category, with maturities ranging from 2024 to 2031. As of March 30, 2024, we were in compliance with the terms of all of our Credit Facilities and the indentures governing the Senior Notes. |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 30, 2024 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes The effective income tax rate for continuing operations was 11.0% and 29.2% for the three months ended March 30, 2024 and April 1, 2023, respectively. In accordance with ASC 740-270, we recorded an income tax benefit of $3.4 million and income tax expense of $3.5 million from continuing operations in the three months ended March 30, 2024, and April 1, 2023, 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 March 30, 2024 was $2.6 million, compared to a tax expense of $1.0 million for the three months ended April 1, 2023. The discrete tax expense amounts for the three months ended March 30, 2024 comprised primarily of a net $2.0 million of tax expense due to changes in uncertain tax positions (“UTPs”) and a $0.4 million increase to the valuation allowance. The discrete tax expense amounts for the three months ended April 1, 2023 comprised primarily of $1.2 million of tax expense attributable to share-based compensation, partially offset by $0.2 million of tax benefit attributable to uncertain tax positions taken in the previous years. 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. As of March 30, 2024 and December 31, 2023, we had a liability for unrecognized tax benefits without regard to accrued interest of $37.2 million and $38.9 million, respectively. As of March 30, 2024, $12.4 million of our liability for unrecognized tax benefits without regard to accrued interest was included in accrued expenses and other current liabilities in the accompanying consolidated balance sheet. As of March 30, 2024, the Company maintained a partial indefinite reinvestment assertion on its post- 2017 undistributed foreign earnings. |
Segment Information
Segment Information | 3 Months Ended |
Mar. 30, 2024 | |
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 net legal and professional expenses and settlements; restructuring and asset-related charges; M&A related costs; net (gain) loss on sale of property and equipment; loss on extinguishment and refinancing of debt; share-based compensation expense; non-cash foreign exchange transaction/translation (gain) 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, 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 regularly reviewed by the CODM, and information presented to the Board of Directors and investors. No operating segments have been aggregated for our presentation of reportable segments. The following tables set forth certain information relating to our segments’ operations: (amounts in thousands) North Europe Total Operating Corporate Total Three Months Ended March 30, 2024 Total net revenues $ 680,002 $ 279,798 $ 959,800 $ — $ 959,800 Intersegment net revenues (8) (666) (674) — (674) Net revenues from external customers $ 679,994 $ 279,132 $ 959,126 $ — $ 959,126 Three Months Ended April 1, 2023 Total net revenues $ 768,122 $ 312,621 $ 1,080,743 $ — $ 1,080,743 Intersegment net revenues (89) (132) (221) — (221) Net revenues from external customers $ 768,033 $ 312,489 $ 1,080,522 $ — $ 1,080,522 Three Months Ended March 30, 2024 (amounts in thousands) North America Europe Total Operating Segments Corporate and Unallocated Costs Total Consolidated Income (loss) from continuing operations, net of tax $ 16,285 $ 22 $ 16,307 $ (44,037) $ (27,730) Income tax expense (benefit) 7,432 2,858 10,290 (13,721) (3,431) Depreciation and amortization (1) 17,991 7,493 25,484 15,945 41,429 Interest expense, net 702 344 1,046 14,646 15,692 Special items: Net legal and professional expenses and settlements 795 253 1,048 16,142 17,190 Restructuring and asset-related charges 13,898 3,956 17,854 205 18,059 M&A related costs 42 — 42 1,083 1,125 Net gain on sale of property and equipment (2,838) (27) (2,865) — (2,865) Loss on extinguishment and refinancing of debt — — — 1,449 1,449 Share-based compensation expense 1,218 547 1,765 3,294 5,059 Non-cash foreign exchange transaction/translation loss (gain) 34 (943) (909) (637) (1,546) Other special items 5,639 — 5,639 (1,362) 4,277 Adjusted EBITDA from continuing operations $ 61,198 $ 14,503 $ 75,701 $ (6,993) $ 68,708 (1) Corporate and unallocated depreciation and amortization expense includes software accelerated amortization of $14.1 million for an ERP that we are no longer utilizing after we completed our related obligations under the JW Australia Transition Services Agreement during the first quarter of 2024. Three Months Ended April 1, 2023 (amounts in thousands) North America Europe Total Operating Segments Corporate and Unallocated Costs Total Consolidated Income (loss) from continuing operations, net of tax $ 35,249 $ 7,299 $ 42,548 $ (34,083) $ 8,465 Income tax expense (benefit) 14,533 1,415 15,948 (12,460) 3,488 Depreciation and amortization 17,798 7,433 25,231 3,112 28,343 Interest expense, net 2,834 128 2,962 18,530 21,492 Special items: Net legal and professional expenses and settlements — 70 70 1,752 1,822 Restructuring and asset-related charges 7,812 1,267 9,079 187 9,266 M&A related costs 246 — 246 2,454 2,700 Net loss (gain) on sale of property and equipment 24 (105) (81) — (81) Share-based compensation expense 960 499 1,459 2,665 4,124 Non-cash foreign exchange transaction/translation (gain) loss (185) (1,708) (1,893) 278 (1,615) Other special items (73) 1,339 1,266 47 1,313 Adjusted EBITDA from continuing operations $ 79,198 $ 17,637 $ 96,835 $ (17,518) $ 79,317 To conform with current period presentation, certain amounts in prior period information have been reclassified. Reconciliations of income from continuing operations, net of tax to Adjusted EBITDA from continuing operations are as follows: Three Months Ended (amounts in thousands) March 30, 2024 April 1, 2023 (Loss) income from continuing operations, net of tax $ (27,730) $ 8,465 Income tax (benefit) expense (3,431) 3,488 Depreciation and amortization (1) 41,429 28,343 Interest expense, net 15,692 21,492 Special items: Net legal and professional expenses and settlements (2) 17,190 1,822 Restructuring and asset-related charges (3) 18,059 9,266 M&A related costs (4) 1,125 2,700 Net gain on sale of property and equipment (5) (2,865) (81) Loss on extinguishment and refinancing of debt (6) 1,449 — Share-based compensation expense (7) 5,059 4,124 Non-cash foreign exchange transaction/translation gain (8) (1,546) (1,615) Other special items (9) 4,277 1,313 Adjusted EBITDA from continuing operations $ 68,708 $ 79,317 (1) Depreciation and amortization expense in the three months ended March 30, 2024 includes accelerated amortization of $14.1 million in Corporate and unallocated costs for an ERP that we are no longer utilizing after we completed our related obligations under the JW Australia Transition Services Agreement during the first quarter of 2024. (2) Net legal and professional expenses and settlements include strategic transformation expenses, which are primarily third-party advisory fees, of $16.4 million and $1.4 million in the three months ended March 30, 2024 and April 1, 2023, respectively. The residual amounts primarily relate to litigation. (3) Represents severance, accelerated depreciation and amortization, equipment relocation and other expenses directly incurred as a result of restructuring events. The restructuring charges primarily relate to charges incurred to change the operating structure, eliminate certain roles, and close certain manufacturing facilities in our North America and Europe segments. (4) M&A related costs consists primarily of legal and professional expenses related to the disposition of Towanda. (5) Net gain on sale of property and equipment, primarily in Chile, in the three months ended March 30, 2024. (6) Loss on extinguishment and refinancing of debt of $1.4 million associated with an amendment of our Term Loan Facility. (7) Represents non-cash equity-based compensation expense related to the issuance of share-based awards. (8) Non-cash foreign exchange transaction/translation gain primarily associated with fair value adjustments of foreign currency derivatives and revaluation of balances denominated in foreign currencies. (9) Other special items not core to ongoing business activity in the three months ended March 30, 2024 include a loss of $4.3 million of cumulative foreign currency translation adjustments related to the substantial liquidation of a foreign subsidiary in Chile in our North America segment and ($1.5) million of cash received on an impaired note in Corporate and unallocated costs. To conform with current period presentation, certain amounts in prior period information have been reclassified. |
Capital Stock
Capital Stock | 3 Months Ended |
Mar. 30, 2024 | |
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 March 30, 2024 and December 31, 2023 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. |
Earnings Per Share
Earnings Per Share | 3 Months Ended |
Mar. 30, 2024 | |
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 March 30, 2024 April 1, 2023 Weighted average outstanding shares of Common Stock basic 85,520,145 84,598,945 Restricted stock units, performance share units and options to purchase Common Stock — 550,143 Weighted average outstanding shares of Common Stock diluted 85,520,145 85,149,088 For the three months ended March 30, 2024, 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 March 30, 2024 April 1, 2023 Restricted stock units 1,304,172 782,751 Common Stock options 1,230,888 1,669,638 Performance share units 355,467 192,940 |
Stock Compensation
Stock Compensation | 3 Months Ended |
Mar. 30, 2024 | |
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 March 30, 2024 April 1, 2023 Shares Weighted Average Exercise Price Per Share Shares Weighted Average Exercise Price Per Share Options granted 365,412 $ 18.52 235,892 $ 13.29 Options exercised 143,180 $ 14.09 — $ — Options cancelled 9,140 $ 27.37 7,395 $ 26.33 Shares Weighted Average Grant Date Fair Value Shares Weighted Average Grant Date Fair Value RSUs granted 835,911 $ 18.52 1,336,005 $ 13.21 PSUs granted 417,347 $ 22.60 292,064 $ 17.36 Stock-based compensation expense w as $5.1 million and $4.1 million for the three months ended March 30, 2024 and April 1, 2023, respectively. The increase in the stock-based compensation expense during the three months ended March 30, 2024 as compared to the respective prior year period was primarily related to an overall reduction in management turnover and the offering of PSUs to an extended level of management in 2024. As of March 30, 2024, we had $31.2 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 1.87 years. |
Restructuring and Asset-Related
Restructuring and Asset-Related Charges | 3 Months Ended |
Mar. 30, 2024 | |
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 and facility restoration costs. Asset-related charges consist of accelerated depreciation and amortization 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 March 30, 2024 Restructuring severance and employee-related charges $ 8,889 $ 3,398 $ 205 $ 12,492 Other restructuring associated costs 2,090 558 — 2,648 Asset-related charges 2,919 — — 2,919 Other restructuring associated costs and asset-related charges 5,009 558 — 5,567 Total restructuring and asset-related charges $ 13,898 $ 3,956 $ 205 $ 18,059 Three Months Ended April 1, 2023 Restructuring severance and employee-related charges $ 3,056 $ 1,087 $ 187 $ 4,330 Other restructuring associated costs 2,585 — — 2,585 Asset-related charges 2,171 180 — 2,351 Other restructuring associated costs and asset-related charges 4,756 180 — 4,936 Total restructuring and asset-related charges $ 7,812 $ 1,267 $ 187 $ 9,266 The following is a summary of the restructuring accruals recorded and charges incurred: (amounts in thousands) March 30, 2024 April 1, 2023 Balance as of January 1 $ 3,375 $ 5,021 Current period charges 15,140 6,915 Payments (5,976) (8,018) Currency translation (97) 50 Balance at period end $ 12,442 $ 3,968 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. On April 11, 2024, we announced plans to close two manufacturing facilities, located in Vista, California and Hawkins, Wisconsin in a continuing effort to simplify our footprint and drive operational efficiencies. We expect to incur pre-tax restructuring expenses and other closure costs of approximately $45.0 million, primarily consisting of $15.1 million in asset-related charges, $11.4 million in restructuring severance and employee-related charges and $8.3 million in equipment relocation and facility restoration charges. If unsold, we would expect to incur approximately $10.2 million in inventory and other product-related charges which would be detrimental to Adjusted EBITDA. After completion of the site closures, we expect to realize annual pre-tax income improvements of at least $11 million. During the three months ended March 30, 2024, we recorded approximately $8.8 million in restructuring severance and employee-related charges in connection with the announced closures. We expect to incur a total pre-tax cash outlay of approximately $29.0 million by the end of 2024 in connection with the announced actions, none of which has been incurred as of March 30, 2024. During 2023, we announced plans to transform our European operations by changing the operating structure, eliminating certain roles and rationalizing our manufacturing footprint. We plan to close two manufacturing facilities and transfer production to other facilities within Europe. We expect to incur pre-tax restructuring expenses and other closure costs of approximately $19.3 million for the approved actions, consisting of $11.5 million in restructuring severance and employee-related charges, $4.4 million in equipment relocation and facility restoration costs, and $3.4 million in capital expenditures. Through March 30, 2024, we recorded approximately $8.6 million of restructuring expenses and other closure costs in connection with these actions, consisting of $6.5 million in restructuring severance and employee-related charges, $1.2 million in capital expenditures and $0.9 million in equipment relocation and facility restoration costs. We recorded approximately $5.1 million of restructuring expenses and other closure costs in the three months ended March 30, 2024, consisting primarily of $3.5 million in restructuring severance and employee-related charges and $1.3 million in capital expenditures. We expect to incur a total pre-tax cash outlay of approximately $19.3 million by the end of 2024 in connection with the announced actions, of which, $6.2 million of cash outlay has been incurred as of March 30, 2024. In the third quarter of 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 of approximately $18.8 million, primarily consisting of $7.9 million in restructuring severance and employee-related charges, $6.6 million in asset-related charges and $2.2 million in equipment relocation and facility restoration costs. Through March 30, 2024, we recorded approximately $16.3 million of restructuring expenses and other closure costs in connection with the announced closures In the first quarter of 2023, we announced to employees a restructuring plan to close a manufacturing facility in Atlanta, Georgia. We completed the plant closure during 2023, with total pre-tax restructuring expenses and other closure costs of approximately $17.7 million, including $1.1 million of capital expenditures, and total cash outlays of approximately $12.9 million. The primary expenses incurred were accelerated depreciation and amortization, equipment relocation costs, and restructuring severance and employee-related charges. |
Held for Sale
Held for Sale | 3 Months Ended |
Mar. 30, 2024 | |
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. We have classified the results of operations for the JW Australia reportable segment, together with certain costs related to the sale, 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. As of March 30, 2024, we had a liability of $5.1 million relating to these matters, which was included in accrued expenses and other current liabilities in our consolidated balance sheet. As of December 31, 2023, our liability relating to these matters was $8.2 million, of which $6.1 million was included in accrued expenses and other current liabilities, and the remaining was included in deferred credits and other liabilities in the accompanying consolidated balance sheet. Components of amounts reflected in the consolidated statements of operations related to discontinued operations for the three months ended April 1, 2023 were as follows: Three Months Ended (amounts in thousands) April 1, 2023 Net revenues $ 145,670 Cost of sales 105,389 Gross margin 40,281 Selling, general and administrative 32,745 Restructuring and asset-related charges — Operating income 7,536 Interest income, net (271) Other income, net (1,386) Income from discontinued operations before taxes 9,193 Income tax expense 2,524 Income from discontinued operations, net of tax $ 6,669 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: Three Months Ended (amounts in thousands) April 1, 2023 Depreciation and amortization $ 4,447 Capital expenditures 3,579 Share-based incentive compensation 259 Provision for bad debt 4,138 As of March 30, 2024 and December 31, 2023, the assets and liabilities associated with the court-ordered divestiture of the Company’s Towanda, PA operations (“Towanda”) as described further in Note 21 - C ommitments and Contingencies, 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. As of March 30, 2024 and December 31, 2023, the related assets and liabilities included within the summary below were 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) March 30, 2024 December 31, 2023 Assets Inventories $ 18,857 $ 17,337 Other current assets 39 108 Property and equipment, net 52,525 50,672 Intangible assets, net 1,471 1,471 Goodwill 65,000 65,000 Operating lease assets, net 975 975 Assets held for sale $ 138,867 $ 135,563 Liabilities Accrued payroll and benefits $ 1,123 $ 901 Accrued expenses and other current liabilities 5,918 6,126 Operating lease liability 21 37 Liabilities held for sale $ 7,062 $ 7,064 |
Other Income, Net
Other Income, Net | 3 Months Ended |
Mar. 30, 2024 | |
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 (amounts in thousands) March 30, 2024 April 1, 2023 JW Australia Transition Services Agreement cost recovery $ (4,140) $ — Cash received on impaired notes (3,537) (1,394) Income from refund of deposits for China antidumping and countervailing duties (1) (2,947) — Insurance reimbursement (1,655) (1,215) Foreign currency gains, net (1,467) (1,871) Governmental assistance (657) (147) Pension expense 515 1,694 Other items, net (375) (754) Total other income, net $ (14,263) $ (3,687) (1) Represents the refund of deposits for antidumping and countervailing duties on wood mouldings and millwork products purchased from China from 2020 to 2022. |
Derivative Financial Instrument
Derivative Financial Instruments | 3 Months Ended |
Mar. 30, 2024 | |
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 $61.6 million as of March 30, 2024. We have foreign currency derivative contracts, with a total notional amount of $138.0 million, to manage the risks of foreign currency gains and losses on intercompany loans and interest. 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 $12.9 million as of March 30, 2024. We do not use derivative financial instruments for trading or speculative purposes. As of March 30, 2024, 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 $1.7 million and $1.0 million relating to foreign currency derivatives in the three months ended March 30, 2024 and April 1, 2023, respectively. Interest rate derivatives – We are exposed to interest rate risk in connection with our variable rate long-term debt. In May 2020, we entered into interest rate swap agreements with notional amounts aggregating to $370.0 million to manage this risk. The interest rate swap agreements matured 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 had 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. We designated the interest rate swap agreements as cash flow hedges and they effectively fixed the interest rate on a corresponding portion of the aggregate debt outstanding under our Term Loan Facility. In February 2024, we entered into interest rate collar agreements with a cap rate of 4.50% paid against one-month USD-SOFR CME Term floored at 3.982% and 3.895% with outstanding notional amounts aggregating to $100.0 million corresponding to that amount of the debt outstanding under our Term Loan Facility. The interest rate collar agreements were designated as cash flow hedges of a portion of the interest obligations on our Term Loan Facility borrowings and mature in February 2026. No portion of these interest rate contracts were deemed ineffective during the three months ended March 30, 2024. We recorded pre-tax mark-to-market gains Other derivative instruments – From time to time, we enter into other types of derivative instruments immaterial to the consolidated financial statements. 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 March 30, 2024 December 31, Derivatives designated as hedging instruments: Interest rate contracts Other current assets $ 475 $ — Derivatives not designated as hedging instruments: Foreign currency forward contracts Other current assets $ 1,843 $ 1,186 Other derivative instruments Other assets $ — $ 38 Derivative liabilities (amounts in thousands) Balance Sheet Location March 30, 2024 December 31, Derivatives designated as hedging instruments: Interest rate contracts Deferred credits and other liabilities $ 138 $ — Derivatives not designated as hedging instruments: Foreign currency forward contracts Accrued expenses and other current liabilities $ 1,816 $ 2,975 Other derivative instruments Accrued expenses and other current liabilities $ 16 21 |
Fair Value of Financial Instrum
Fair Value of Financial Instruments | 3 Months Ended |
Mar. 30, 2024 | |
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: March 30, 2024 (amounts in thousands) Carrying Amount Total Level 1 Level 2 Level 3 Assets: Cash equivalents $ 102,146 $ 102,146 $ 102,146 $ — $ — Derivative assets, recorded in other current assets 2,318 2,318 — 2,318 — Deferred compensation plan assets, recorded in other assets 4,349 4,349 — 4,349 — Liabilities: Debt, recorded in long-term debt and current maturities of long-term debt $ 1,225,914 $ 1,206,170 $ — $ 1,206,170 $ — Derivative liabilities, recorded in accrued expenses and other current liabilities 1,832 1,832 — 1,832 — Derivative liabilities, recorded in deferred credits and other liabilities 138 138 — 138 — December 31, 2023 (amounts in thousands) Carrying Amount Total Level 1 Level 2 Level 3 Assets: Cash equivalents $ 71,139 $ 71,139 $ 71,139 $ — $ — Derivative assets, recorded in other current assets 1,224 1,224 — 1,224 — Deferred compensation plan assets, recorded in other assets 2,098 2,098 — 2,098 — Liabilities: Debt, recorded in long-term debt and current maturities of long-term debt $ 1,232,780 $ 1,209,961 $ — $ 1,209,961 $ — Derivative liabilities, recorded in accrued expenses and other current assets 2,996 2,996 — 2,996 — Derivative assets and liabilities reported in level 2 primarily include: (1) as of March 30, 2024, foreign currency derivative contracts and interest rate collar agreements; (2) as of December 31, 2023, foreign currency derivative contracts. 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 March 30, 2024 or December 31, 2023. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 30, 2024 | |
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 March 30, 2024 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. v 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 & Sons, Inc. (“Steves”) filed a claim against JWI in the U.S. District Court for the Eastern District of Virginia, Richmond Division (the “Eastern District of Virginia”). The complaint alleged that our acquisition of CMI, a competitor in the molded door skins market, together with subsequent price increases and other alleged acts and omissions, violated antitrust laws, and constituted a breach of contract and breach of warranty. Specifically, the complaint alleged that our acquisition of CMI substantially lessened competition in the molded door skins market. The complaint sought declaratory relief, ordinary and treble damages, and injunctive relief, including divestiture of certain assets acquired in the CMI acquisition. In February 2018, a jury in the Eastern District of Virginia returned a verdict that was unfavorable to JWI with respect to Steves’ claims that our acquisition of CMI violated Section 7 of the Clayton Act, and found that JWI breached the supply agreement between the parties (the “Original Action”). The verdict awarded Steves $12.2 million for past damages under both the Clayton Act and breach of contract claims and $46.5 million in future lost profits under the Clayton Act claim. During the course of the proceedings in the Eastern District of Virginia, we discovered certain facts that led us to conclude that Steves, its principals, and certain former employees of the Company had misappropriated Company trade secrets, violated the terms of various agreements between the Company and those parties, and violated other laws. On May 11, 2018, a jury in the Eastern District of Virginia returned a verdict on our trade secrets claims against Steves and awarded damages in the amount of $1.2 million. The presiding judge entered a judgment in our favor for those damages, and the entire amount has been paid by Steves. On August 16, 2019, the presiding judge granted Steves’ request for an injunction, prohibiting us from pursuing certain claims against individual defendants pending in Bexar County, Texas (the “Steves Texas Trade Secret Theft Action”). On September 11, 2019, JELD-WEN filed a notice of appeal of the Eastern District of Virginia’s injunction to the Fourth Circuit Court of Appeals (the “Fourth Circuit”). On March 13, 2019, the presiding judge entered an Amended Final Judgment Order in the Original Action, awarding $36.5 million in past damages under the Clayton Act (representing a trebling of the jury’s verdict) and 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. On May 1, 2024, JWI filed a motion to modify the Amended Final Judgment (the “Motion”) with the Eastern District of Virginia to vacate all court orders requiring divestiture of the Company’s Towanda operations and certain related assets. In light of changed industry and market factors and conditions, the Company believes that the divestiture of Towanda is no longer warranted and is asking the court for relief from that ruling. We made estimates related to the divestiture in the preparation of our financial statements; however, there can be no assurance that the Motion will be granted and that the divestiture requirement will be vacated. There can also be no guarantee that the divestiture will be consummated if the divestiture requirement is not ultimately vacated. 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. 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. In January 2023, the Company, as putative plaintiff, received approximately $10.5 million after attorneys’ fees and costs were deducted as part of the settlement. 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. On July 14, 2023, the Company entered into an agreement in principle 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 formal settlement 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 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 March 30, 2024 and December 31, 2023, our accrued liability for self-insured risks was $87.3 million and $89.2 million, respectively. Indemnifications – At March 30, 2024, 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 $67.5 million at March 30, 2024 and $68.7 million at December 31, 2023, 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 consistent with the preferred alternatives which was approved by WADOE in August 2023. The existing Agreed Order of 2008 was also modified with WADOE in July 2023 to support the development of the associated CAP investigation, sampling and design components. 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 PaDEP. Under the COA, we are required to achieve certain periodic removal objectives and ultimately remove the entire pile by August 31, 2025. As of March 30, 2024 and December, 31, 2023 there was $1.4 million, respectively in bonds posted in connection with these obligations. If we are unable to remove this pile by August 31, 2025, then the bonds will be forfeited, and we may be subject to penalties by PaDEP. We currently anticipate meeting all applicable removal deadlines; however, if our operations should change, additional alternatives would be evaluated to meet the prescribed removal timeline. |
Supplemental Cash Flow Informat
Supplemental Cash Flow Information | 3 Months Ended |
Mar. 30, 2024 | |
Supplemental Cash Flow Elements [Abstract] | |
Supplemental Cash Flow Information | Supplemental Cash Flow Information Three Months Ended (amounts in thousands) March 30, 2024 April 1, 2023 Cash Operating Activities: Operating leases $ 13,144 $ 16,490 Interest payments on financing lease obligations 110 42 Cash paid for amounts included in the measurement of lease liabilities $ 13,254 $ 16,532 Cash Investing Activities: Purchases of securities for deferred compensation plan $ (2,112) $ (420) Sale of securities for deferred compensation plan — 37 Change in securities for deferred compensation plan $ (2,112) $ (383) Cash received on notes receivable — 5 Change in notes receivable $ — $ 5 Non-cash Investing Activities: Property, equipment, and intangibles purchased in accounts payable $ 9,956 $ 4,077 Property, equipment, and intangibles purchased with debt 1,617 869 Customer accounts receivable converted to notes receivable — 38 Cash Financing Activities: Borrowings on long-term debt 1,279 96,867 Payments of long-term debt (8,791) (96,526) Payments of debt issuance and extinguishment costs, including underwriting fees (198) — Change in long-term debt and payments of debt extinguishment costs $ (7,710) $ 341 Cash paid for amounts included in the measurement of finance lease liabilities $ 591 $ 484 Non-cash Financing Activities: Shares surrendered for tax obligations for employee share-based transactions in accrued liabilities $ — $ 16 Accounts payable converted to installment notes 5 176 Other Supplemental Cash Flow Information: Cash taxes paid, net of refunds $ 9,760 $ 13,785 Cash interest paid 11,933 7,641 |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 30, 2024 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events On May 1, 2024, JELD-WEN, Inc., a wholly owned subsidiary of JELD-WEN Holding, Inc. (the “Company”), filed a motion to modify the Amended Final Judgment (the “Motion”) with the U.S. District Court for the Eastern District of Virginia, Richmond Division (the “Court”) to vacate all court orders requiring divestiture of the Company’s Towanda operations and certain related assets. In light of changed industry and market factors and conditions, the Company believes that the divestiture of Towanda is no longer warranted and is asking the Court for relief from that ruling. There is no assurance that the Motion will be granted and the divestiture requirement will be vacated. There can also be no guarantee that the divestiture will be consummated if the divestiture requirement is not ultimately vacated. |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 30, 2024 | Apr. 01, 2023 | |
Pay vs Performance Disclosure | ||
Net (loss) income | $ (27,730) | $ 15,134 |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended |
Mar. 30, 2024 | |
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) | 3 Months Ended |
Mar. 30, 2024 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation – The accompanying unaudited consolidated financial statements as of March 30, 2024 and for the three months ended March 30, 2024 and April 1, 2023, 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 months ended March 30, 2024 are not necessarily indicative of the results to be expected for the year ending December 31, 2024, or any other period. The accompanying consolidated balance sheet as of December 31, 2023 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, 2023. 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 Not Yet Adopted | Recent Accounting Standards Not Yet Adopted – In November 2023, the FASB issued ASU 2023-07, Improvements to Reportable Segment Disclosures . ASU 2023-07 requires disclosure of significant segment expenses that are regularly provided to the CODM and included within the segment measure of profit or loss, an amount and description of its composition for other segment items to reconcile to segment profit or loss, and the title and position of the entity’s CODM. ASU 2023-07 will be applied retrospectively and is effective for annual reporting periods in fiscal years beginning after December 15, 2023, and interim reporting periods in fiscal years beginning after December 31, 2024. We do not expect the guidance to have an impact on our financial positions and results of operations. We are currently evaluating the impact of this guidance on the Company’s disclosures. In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures . ASU 2023-09 expands disclosures in an entity’s income tax rate reconciliation table and regarding cash taxes paid both in the U.S. and foreign jurisdictions. The guidance is effective for annual periods beginning after December 15, 2024, with early adoption permitted, and should be applied either prospectively or retrospectively. We have not elected to early adopt this standard. We do not expect the guidance to have an impact on our financial positions and results of operations. We are currently evaluating the impact of this guidance on the Company’s disclosures. 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) | 3 Months Ended |
Mar. 30, 2024 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Schedule of Discontinued Operations | Components of amounts reflected in the consolidated statements of operations related to discontinued operations for the three months ended April 1, 2023 were as follows: Three Months Ended (amounts in thousands) April 1, 2023 Net revenues $ 145,670 Cost of sales 105,389 Gross margin 40,281 Selling, general and administrative 32,745 Restructuring and asset-related charges — Operating income 7,536 Interest income, net (271) Other income, net (1,386) Income from discontinued operations before taxes 9,193 Income tax expense 2,524 Income from discontinued operations, net of tax $ 6,669 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: Three Months Ended (amounts in thousands) April 1, 2023 Depreciation and amortization $ 4,447 Capital expenditures 3,579 Share-based incentive compensation 259 Provision for bad debt 4,138 As of March 30, 2024 and December 31, 2023, the related assets and liabilities included within the summary below were 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) March 30, 2024 December 31, 2023 Assets Inventories $ 18,857 $ 17,337 Other current assets 39 108 Property and equipment, net 52,525 50,672 Intangible assets, net 1,471 1,471 Goodwill 65,000 65,000 Operating lease assets, net 975 975 Assets held for sale $ 138,867 $ 135,563 Liabilities Accrued payroll and benefits $ 1,123 $ 901 Accrued expenses and other current liabilities 5,918 6,126 Operating lease liability 21 37 Liabilities held for sale $ 7,062 $ 7,064 |
Inventories (Tables)
Inventories (Tables) | 3 Months Ended |
Mar. 30, 2024 | |
Inventory Disclosure [Abstract] | |
Schedule of 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) March 30, 2024 December 31, 2023 Raw materials $ 397,210 $ 404,360 Work in process 20,876 21,141 Finished goods 100,363 84,954 Inventory valuation reserves (27,892) (29,004) Total inventories $ 490,557 $ 481,451 |
Property and Equipment, Net (Ta
Property and Equipment, Net (Tables) | 3 Months Ended |
Mar. 30, 2024 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property, Plant and Equipment | (amounts in thousands) March 30, 2024 December 31, 2023 Property and equipment $ 1,964,192 $ 1,966,371 Accumulated depreciation (1,316,774) (1,322,129) Total property and equipment, net $ 647,418 $ 644,242 Depreciation expense was recorded as follows: Three Months Ended (amounts in thousands) March 30, 2024 April 1, 2023 Cost of sales $ 19,998 $ 20,273 Selling, general and administrative 1,121 1,645 Total depreciation expense $ 21,119 $ 21,918 |
Goodwill (Tables)
Goodwill (Tables) | 3 Months Ended |
Mar. 30, 2024 | |
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 Gross carrying amount at December 31, 2023 $ 182,412 $ 268,512 $ 450,924 Foreign currency translation (146) (8,838) (8,984) Gross carrying amount at March 30, 2024 $ 182,266 259,674 441,940 Accumulated impairment losses at December 31, 2023 — (60,754) $ (60,754) Foreign currency translation — 1,594 $ 1,594 Accumulated impairment losses at March 30, 2024 — (59,160) (59,160) Balance, net of impairment at March 30, 2024 $ 182,266 $ 200,514 $ 382,780 |
Intangible Assets, Net (Tables)
Intangible Assets, Net (Tables) | 3 Months Ended |
Mar. 30, 2024 | |
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: March 30, 2024 (amounts in thousands) Cost Accumulated Net Customer relationships and agreements $ 121,819 $ (85,034) $ 36,785 Software 67,256 (24,919) 42,337 Trademarks and trade names 31,802 (11,079) 20,723 Patents, licenses and rights 12,644 (4,788) 7,856 Total amortizable intangibles $ 233,521 $ (125,820) $ 107,701 December 31, 2023 (amounts in thousands) Cost Accumulated Net Customer relationships and agreements $ 123,713 $ (84,281) $ 39,432 Software 113,429 (58,424) 55,005 Trademarks and trade names 32,148 (10,802) 21,346 Patents, licenses and rights 12,666 (4,539) 8,127 Total amortizable intangibles $ 281,956 $ (158,046) $ 123,910 |
Schedule of Finite-lived Intangible Assets Amortization Expense | Amortization expense was recorded as follows: Three Months Ended (amounts in thousands) March 30, 2024 April 1, 2023 Amortization expense $ 18,916 $ 6,001 |
Accrued Expenses and Other Cu_2
Accrued Expenses and Other Current Liabilities (Tables) | 3 Months Ended |
Mar. 30, 2024 | |
Payables and Accruals [Abstract] | |
Schedule of Accrued Expenses and Other Current Liabilities | (amounts in thousands) March 30, 2024 December 31, 2023 Accrued sales and advertising rebates $ 67,863 $ 82,732 Current portion of operating lease liability 33,215 32,477 Non-income related taxes 25,492 20,072 Current portion of warranty liability (Note 9) 22,201 22,819 Accrued freight 18,833 18,963 Accrued expenses 14,341 15,758 Current portion of accrued claim costs relating to self-insurance programs 14,096 14,079 Current portion of restructuring accrual ( Note 16 ) 12,442 3,375 Current portion of uncertain tax positions (Note 11) 12,405 — Accrued income taxes payable 9,041 9,252 Accrued interest payable 8,915 1,401 Legal claims provision ( Note 21 ) 6,576 2,683 Deferred revenue and customer deposits 5,002 7,189 Current portion of derivative liability (Note 19) 1,832 2,996 Total accrued expenses and other current liabilities $ 252,254 $ 233,796 |
Warranty Liability (Tables)
Warranty Liability (Tables) | 3 Months Ended |
Mar. 30, 2024 | |
Product Warranties Disclosures [Abstract] | |
Schedule of Analysis of Warranty Liability | An analysis of our warranty liability is as follows: (amounts in thousands) March 30, 2024 April 1, 2023 Balance as of January 1 $ 53,247 $ 52,389 Current period charges 6,027 7,296 Experience adjustments 394 539 Payments (6,760) (7,863) Currency translation (330) 112 Balance at period end 52,578 52,473 Current portion (22,201) (21,310) Long-term portion $ 30,377 $ 31,163 |
Long-Term Debt (Tables)
Long-Term Debt (Tables) | 3 Months Ended |
Mar. 30, 2024 | |
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: March 30, 2024 March 30, 2024 December 31, 2023 (amounts in thousands) Interest Rate Senior Notes 4.63% - 4.88% $ 600,000 $ 600,000 Term Loan Facility 7.44% (1) 534,909 536,250 Finance leases and other financing arrangements 1.00% - 8.95% (1) 69,802 74,460 Mortgage notes 5.68% - 6.18% (1) 21,203 22,070 Total Debt 1,225,914 1,232,780 Unamortized debt issuance costs and original issue discounts (5,543) (6,528) Current maturities of long-term debt (35,248) (36,177) Long-term debt $ 1,185,123 $ 1,190,075 (1) |
Segment Information (Tables)
Segment Information (Tables) | 3 Months Ended |
Mar. 30, 2024 | |
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 March 30, 2024 Total net revenues $ 680,002 $ 279,798 $ 959,800 $ — $ 959,800 Intersegment net revenues (8) (666) (674) — (674) Net revenues from external customers $ 679,994 $ 279,132 $ 959,126 $ — $ 959,126 Three Months Ended April 1, 2023 Total net revenues $ 768,122 $ 312,621 $ 1,080,743 $ — $ 1,080,743 Intersegment net revenues (89) (132) (221) — (221) Net revenues from external customers $ 768,033 $ 312,489 $ 1,080,522 $ — $ 1,080,522 Three Months Ended March 30, 2024 (amounts in thousands) North America Europe Total Operating Segments Corporate and Unallocated Costs Total Consolidated Income (loss) from continuing operations, net of tax $ 16,285 $ 22 $ 16,307 $ (44,037) $ (27,730) Income tax expense (benefit) 7,432 2,858 10,290 (13,721) (3,431) Depreciation and amortization (1) 17,991 7,493 25,484 15,945 41,429 Interest expense, net 702 344 1,046 14,646 15,692 Special items: Net legal and professional expenses and settlements 795 253 1,048 16,142 17,190 Restructuring and asset-related charges 13,898 3,956 17,854 205 18,059 M&A related costs 42 — 42 1,083 1,125 Net gain on sale of property and equipment (2,838) (27) (2,865) — (2,865) Loss on extinguishment and refinancing of debt — — — 1,449 1,449 Share-based compensation expense 1,218 547 1,765 3,294 5,059 Non-cash foreign exchange transaction/translation loss (gain) 34 (943) (909) (637) (1,546) Other special items 5,639 — 5,639 (1,362) 4,277 Adjusted EBITDA from continuing operations $ 61,198 $ 14,503 $ 75,701 $ (6,993) $ 68,708 (1) Corporate and unallocated depreciation and amortization expense includes software accelerated amortization of $14.1 million for an ERP that we are no longer utilizing after we completed our related obligations under the JW Australia Transition Services Agreement during the first quarter of 2024. Three Months Ended April 1, 2023 (amounts in thousands) North America Europe Total Operating Segments Corporate and Unallocated Costs Total Consolidated Income (loss) from continuing operations, net of tax $ 35,249 $ 7,299 $ 42,548 $ (34,083) $ 8,465 Income tax expense (benefit) 14,533 1,415 15,948 (12,460) 3,488 Depreciation and amortization 17,798 7,433 25,231 3,112 28,343 Interest expense, net 2,834 128 2,962 18,530 21,492 Special items: Net legal and professional expenses and settlements — 70 70 1,752 1,822 Restructuring and asset-related charges 7,812 1,267 9,079 187 9,266 M&A related costs 246 — 246 2,454 2,700 Net loss (gain) on sale of property and equipment 24 (105) (81) — (81) Share-based compensation expense 960 499 1,459 2,665 4,124 Non-cash foreign exchange transaction/translation (gain) loss (185) (1,708) (1,893) 278 (1,615) Other special items (73) 1,339 1,266 47 1,313 Adjusted EBITDA from continuing operations $ 79,198 $ 17,637 $ 96,835 $ (17,518) $ 79,317 To conform with current period presentation, certain amounts in prior period information have been reclassified. |
Schedule of Reconciliation of Net Income (Loss) to Adjusted EBITDA | Reconciliations of income from continuing operations, net of tax to Adjusted EBITDA from continuing operations are as follows: Three Months Ended (amounts in thousands) March 30, 2024 April 1, 2023 (Loss) income from continuing operations, net of tax $ (27,730) $ 8,465 Income tax (benefit) expense (3,431) 3,488 Depreciation and amortization (1) 41,429 28,343 Interest expense, net 15,692 21,492 Special items: Net legal and professional expenses and settlements (2) 17,190 1,822 Restructuring and asset-related charges (3) 18,059 9,266 M&A related costs (4) 1,125 2,700 Net gain on sale of property and equipment (5) (2,865) (81) Loss on extinguishment and refinancing of debt (6) 1,449 — Share-based compensation expense (7) 5,059 4,124 Non-cash foreign exchange transaction/translation gain (8) (1,546) (1,615) Other special items (9) 4,277 1,313 Adjusted EBITDA from continuing operations $ 68,708 $ 79,317 (1) Depreciation and amortization expense in the three months ended March 30, 2024 includes accelerated amortization of $14.1 million in Corporate and unallocated costs for an ERP that we are no longer utilizing after we completed our related obligations under the JW Australia Transition Services Agreement during the first quarter of 2024. (2) Net legal and professional expenses and settlements include strategic transformation expenses, which are primarily third-party advisory fees, of $16.4 million and $1.4 million in the three months ended March 30, 2024 and April 1, 2023, respectively. The residual amounts primarily relate to litigation. (3) Represents severance, accelerated depreciation and amortization, equipment relocation and other expenses directly incurred as a result of restructuring events. The restructuring charges primarily relate to charges incurred to change the operating structure, eliminate certain roles, and close certain manufacturing facilities in our North America and Europe segments. (4) M&A related costs consists primarily of legal and professional expenses related to the disposition of Towanda. (5) Net gain on sale of property and equipment, primarily in Chile, in the three months ended March 30, 2024. (6) Loss on extinguishment and refinancing of debt of $1.4 million associated with an amendment of our Term Loan Facility. (7) Represents non-cash equity-based compensation expense related to the issuance of share-based awards. (8) Non-cash foreign exchange transaction/translation gain primarily associated with fair value adjustments of foreign currency derivatives and revaluation of balances denominated in foreign currencies. (9) Other special items not core to ongoing business activity in the three months ended March 30, 2024 include a loss of $4.3 million of cumulative foreign currency translation adjustments related to the substantial liquidation of a foreign subsidiary in Chile in our North America segment and ($1.5) million of cash received on an impaired note in Corporate and unallocated costs. To conform with current period presentation, certain amounts in prior period information have been reclassified. |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 3 Months Ended |
Mar. 30, 2024 | |
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 March 30, 2024 April 1, 2023 Weighted average outstanding shares of Common Stock basic 85,520,145 84,598,945 Restricted stock units, performance share units and options to purchase Common Stock — 550,143 Weighted average outstanding shares of Common Stock diluted 85,520,145 85,149,088 |
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 March 30, 2024 April 1, 2023 Restricted stock units 1,304,172 782,751 Common Stock options 1,230,888 1,669,638 Performance share units 355,467 192,940 |
Stock Compensation (Tables)
Stock Compensation (Tables) | 3 Months Ended |
Mar. 30, 2024 | |
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 March 30, 2024 April 1, 2023 Shares Weighted Average Exercise Price Per Share Shares Weighted Average Exercise Price Per Share Options granted 365,412 $ 18.52 235,892 $ 13.29 Options exercised 143,180 $ 14.09 — $ — Options cancelled 9,140 $ 27.37 7,395 $ 26.33 Shares Weighted Average Grant Date Fair Value Shares Weighted Average Grant Date Fair Value RSUs granted 835,911 $ 18.52 1,336,005 $ 13.21 PSUs granted 417,347 $ 22.60 292,064 $ 17.36 |
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 March 30, 2024 April 1, 2023 Shares Weighted Average Exercise Price Per Share Shares Weighted Average Exercise Price Per Share Options granted 365,412 $ 18.52 235,892 $ 13.29 Options exercised 143,180 $ 14.09 — $ — Options cancelled 9,140 $ 27.37 7,395 $ 26.33 Shares Weighted Average Grant Date Fair Value Shares Weighted Average Grant Date Fair Value RSUs granted 835,911 $ 18.52 1,336,005 $ 13.21 PSUs granted 417,347 $ 22.60 292,064 $ 17.36 |
Restructuring and Asset-Relat_2
Restructuring and Asset-Related Charges (Tables) | 3 Months Ended |
Mar. 30, 2024 | |
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 March 30, 2024 Restructuring severance and employee-related charges $ 8,889 $ 3,398 $ 205 $ 12,492 Other restructuring associated costs 2,090 558 — 2,648 Asset-related charges 2,919 — — 2,919 Other restructuring associated costs and asset-related charges 5,009 558 — 5,567 Total restructuring and asset-related charges $ 13,898 $ 3,956 $ 205 $ 18,059 Three Months Ended April 1, 2023 Restructuring severance and employee-related charges $ 3,056 $ 1,087 $ 187 $ 4,330 Other restructuring associated costs 2,585 — — 2,585 Asset-related charges 2,171 180 — 2,351 Other restructuring associated costs and asset-related charges 4,756 180 — 4,936 Total restructuring and asset-related charges $ 7,812 $ 1,267 $ 187 $ 9,266 |
Schedule of Restructuring Reserve by Type of Cost | The following is a summary of the restructuring accruals recorded and charges incurred: (amounts in thousands) March 30, 2024 April 1, 2023 Balance as of January 1 $ 3,375 $ 5,021 Current period charges 15,140 6,915 Payments (5,976) (8,018) Currency translation (97) 50 Balance at period end $ 12,442 $ 3,968 |
Held for Sale (Tables)
Held for Sale (Tables) | 3 Months Ended |
Mar. 30, 2024 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Schedule of Accompanying Balance Sheet | Components of amounts reflected in the consolidated statements of operations related to discontinued operations for the three months ended April 1, 2023 were as follows: Three Months Ended (amounts in thousands) April 1, 2023 Net revenues $ 145,670 Cost of sales 105,389 Gross margin 40,281 Selling, general and administrative 32,745 Restructuring and asset-related charges — Operating income 7,536 Interest income, net (271) Other income, net (1,386) Income from discontinued operations before taxes 9,193 Income tax expense 2,524 Income from discontinued operations, net of tax $ 6,669 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: Three Months Ended (amounts in thousands) April 1, 2023 Depreciation and amortization $ 4,447 Capital expenditures 3,579 Share-based incentive compensation 259 Provision for bad debt 4,138 As of March 30, 2024 and December 31, 2023, the related assets and liabilities included within the summary below were 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) March 30, 2024 December 31, 2023 Assets Inventories $ 18,857 $ 17,337 Other current assets 39 108 Property and equipment, net 52,525 50,672 Intangible assets, net 1,471 1,471 Goodwill 65,000 65,000 Operating lease assets, net 975 975 Assets held for sale $ 138,867 $ 135,563 Liabilities Accrued payroll and benefits $ 1,123 $ 901 Accrued expenses and other current liabilities 5,918 6,126 Operating lease liability 21 37 Liabilities held for sale $ 7,062 $ 7,064 |
Other Income, Net (Tables)
Other Income, Net (Tables) | 3 Months Ended |
Mar. 30, 2024 | |
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 (amounts in thousands) March 30, 2024 April 1, 2023 JW Australia Transition Services Agreement cost recovery $ (4,140) $ — Cash received on impaired notes (3,537) (1,394) Income from refund of deposits for China antidumping and countervailing duties (1) (2,947) — Insurance reimbursement (1,655) (1,215) Foreign currency gains, net (1,467) (1,871) Governmental assistance (657) (147) Pension expense 515 1,694 Other items, net (375) (754) Total other income, net $ (14,263) $ (3,687) (1) Represents the refund of deposits for antidumping and countervailing duties on wood mouldings and millwork products purchased from China from 2020 to 2022. |
Derivative Financial Instrume_2
Derivative Financial Instruments (Tables) | 3 Months Ended |
Mar. 30, 2024 | |
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 March 30, 2024 December 31, Derivatives designated as hedging instruments: Interest rate contracts Other current assets $ 475 $ — Derivatives not designated as hedging instruments: Foreign currency forward contracts Other current assets $ 1,843 $ 1,186 Other derivative instruments Other assets $ — $ 38 Derivative liabilities (amounts in thousands) Balance Sheet Location March 30, 2024 December 31, Derivatives designated as hedging instruments: Interest rate contracts Deferred credits and other liabilities $ 138 $ — Derivatives not designated as hedging instruments: Foreign currency forward contracts Accrued expenses and other current liabilities $ 1,816 $ 2,975 Other derivative instruments Accrued expenses and other current liabilities $ 16 21 |
Fair Value of Financial Instr_2
Fair Value of Financial Instruments (Tables) | 3 Months Ended |
Mar. 30, 2024 | |
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: March 30, 2024 (amounts in thousands) Carrying Amount Total Level 1 Level 2 Level 3 Assets: Cash equivalents $ 102,146 $ 102,146 $ 102,146 $ — $ — Derivative assets, recorded in other current assets 2,318 2,318 — 2,318 — Deferred compensation plan assets, recorded in other assets 4,349 4,349 — 4,349 — Liabilities: Debt, recorded in long-term debt and current maturities of long-term debt $ 1,225,914 $ 1,206,170 $ — $ 1,206,170 $ — Derivative liabilities, recorded in accrued expenses and other current liabilities 1,832 1,832 — 1,832 — Derivative liabilities, recorded in deferred credits and other liabilities 138 138 — 138 — December 31, 2023 (amounts in thousands) Carrying Amount Total Level 1 Level 2 Level 3 Assets: Cash equivalents $ 71,139 $ 71,139 $ 71,139 $ — $ — Derivative assets, recorded in other current assets 1,224 1,224 — 1,224 — Deferred compensation plan assets, recorded in other assets 2,098 2,098 — 2,098 — Liabilities: Debt, recorded in long-term debt and current maturities of long-term debt $ 1,232,780 $ 1,209,961 $ — $ 1,209,961 $ — Derivative liabilities, recorded in accrued expenses and other current assets 2,996 2,996 — 2,996 — |
Supplemental Cash Flow Inform_2
Supplemental Cash Flow Information (Tables) | 3 Months Ended |
Mar. 30, 2024 | |
Supplemental Cash Flow Elements [Abstract] | |
Schedule of Cash Flow, Supplemental Disclosures | Three Months Ended (amounts in thousands) March 30, 2024 April 1, 2023 Cash Operating Activities: Operating leases $ 13,144 $ 16,490 Interest payments on financing lease obligations 110 42 Cash paid for amounts included in the measurement of lease liabilities $ 13,254 $ 16,532 Cash Investing Activities: Purchases of securities for deferred compensation plan $ (2,112) $ (420) Sale of securities for deferred compensation plan — 37 Change in securities for deferred compensation plan $ (2,112) $ (383) Cash received on notes receivable — 5 Change in notes receivable $ — $ 5 Non-cash Investing Activities: Property, equipment, and intangibles purchased in accounts payable $ 9,956 $ 4,077 Property, equipment, and intangibles purchased with debt 1,617 869 Customer accounts receivable converted to notes receivable — 38 Cash Financing Activities: Borrowings on long-term debt 1,279 96,867 Payments of long-term debt (8,791) (96,526) Payments of debt issuance and extinguishment costs, including underwriting fees (198) — Change in long-term debt and payments of debt extinguishment costs $ (7,710) $ 341 Cash paid for amounts included in the measurement of finance lease liabilities $ 591 $ 484 Non-cash Financing Activities: Shares surrendered for tax obligations for employee share-based transactions in accrued liabilities $ — $ 16 Accounts payable converted to installment notes 5 176 Other Supplemental Cash Flow Information: Cash taxes paid, net of refunds $ 9,760 $ 13,785 Cash interest paid 11,933 7,641 |
Description of Company and Su_3
Description of Company and Summary of Significant Accounting Policies (Details) $ in Millions | 3 Months Ended |
Dec. 31, 2023 USD ($) | |
Cares Act, Deferral of Social Security Tax | |
Unusual or Infrequent Item, or Both [Line Items] | |
Other operating income (expense), net | $ 6.1 |
Discontinued Operations - Narra
Discontinued Operations - Narrative (Details) - JW Australia $ in Millions, $ in Millions | Mar. 30, 2024 USD ($) | Dec. 31, 2023 USD ($) | Jul. 02, 2023 USD ($) | Apr. 17, 2023 AUD ($) |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Transition services liability | $ 5.1 | $ 8.2 | ||
Accrued expenses and other current liabilities | $ 6.1 | |||
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 |
Discontinued Operations- Result
Discontinued Operations- Results of Operations (Details) - Held-for-sale - JW Australia $ in Thousands | 3 Months Ended |
Apr. 01, 2023 USD ($) | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |
Net revenues | $ 145,670 |
Cost of sales | 105,389 |
Gross margin | 40,281 |
Selling, general and administrative | 32,745 |
Restructuring and asset-related charges | 0 |
Operating income | 7,536 |
Interest income, net | (271) |
Other income, net | (1,386) |
Income from discontinued operations before taxes | 9,193 |
Income tax expense | 2,524 |
Income from discontinued operations, net of tax | $ 6,669 |
Discontinued Operations- Inform
Discontinued Operations- Information Regarding Cash Flows (Details) - Held-for-sale - JW Australia $ in Thousands | 3 Months Ended |
Apr. 01, 2023 USD ($) | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |
Depreciation and amortization | $ 4,447 |
Capital expenditures | 3,579 |
Share-based incentive compensation | 259 |
Provision for bad debt | $ 4,138 |
Accounts Receivable (Details)
Accounts Receivable (Details) - USD ($) $ in Millions | Mar. 30, 2024 | Dec. 31, 2023 |
Receivables [Abstract] | ||
Allowance for doubtful accounts | $ (10.1) | $ (11.3) |
Inventories (Details)
Inventories (Details) - USD ($) $ in Thousands | Mar. 30, 2024 | Dec. 31, 2023 |
Inventory Disclosure [Abstract] | ||
Raw materials | $ 397,210 | $ 404,360 |
Work in process | 20,876 | 21,141 |
Finished goods | 100,363 | 84,954 |
Inventory valuation reserves | (27,892) | (29,004) |
Total inventories | $ 490,557 | $ 481,451 |
Property and Equipment, Net - S
Property and Equipment, Net - Summary (Details) - USD ($) $ in Thousands | Mar. 30, 2024 | Dec. 31, 2023 |
Property, Plant and Equipment [Abstract] | ||
Property and equipment | $ 1,964,192 | $ 1,966,371 |
Accumulated depreciation | (1,316,774) | (1,322,129) |
Total property and equipment, net | $ 647,418 | $ 644,242 |
Property and Equipment, Net - N
Property and Equipment, Net - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 30, 2024 | Apr. 01, 2023 | |
Property, Plant and Equipment [Line Items] | ||
Loss due to currency translations for foreign assets | $ 5.9 | |
Property, plant and equipment | ||
Property, Plant and Equipment [Line Items] | ||
Impairment of assets | $ 2.2 |
Property and Equipment, Net - D
Property and Equipment, Net - Depreciation (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 30, 2024 | Apr. 01, 2023 | |
Property, Plant and Equipment [Line Items] | ||
Total depreciation expense | $ 21,119 | $ 21,918 |
Cost of sales | ||
Property, Plant and Equipment [Line Items] | ||
Total depreciation expense | 19,998 | 20,273 |
Selling, general and administrative | ||
Property, Plant and Equipment [Line Items] | ||
Total depreciation expense | $ 1,121 | $ 1,645 |
Goodwill (Details)
Goodwill (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 30, 2024 | Dec. 31, 2023 | |
Goodwill, Gross [Roll Forward] | ||
Goodwill, gross beginning balance | $ 450,924 | |
Foreign currency translation | (8,984) | |
Goodwill, gross ending balance | 441,940 | |
Goodwill, Impaired, Accumulated Impairment Loss [Roll Forward] | ||
Goodwill, accumulated impairment loss beginning balance | (60,754) | |
Foreign currency translation | 1,594 | |
Goodwill, accumulated impairment loss ending balance | (59,160) | |
Balance, net of impairment at March 30, 2024 | 382,780 | $ 390,170 |
North America | ||
Goodwill, Gross [Roll Forward] | ||
Goodwill, gross beginning balance | 182,412 | |
Foreign currency translation | (146) | |
Goodwill, gross ending balance | 182,266 | |
Goodwill, Impaired, Accumulated Impairment Loss [Roll Forward] | ||
Goodwill, accumulated impairment loss beginning balance | 0 | |
Foreign currency translation | 0 | |
Goodwill, accumulated impairment loss ending balance | 0 | |
Balance, net of impairment at March 30, 2024 | 182,266 | |
Europe | ||
Goodwill, Gross [Roll Forward] | ||
Goodwill, gross beginning balance | 268,512 | |
Foreign currency translation | (8,838) | |
Goodwill, gross ending balance | 259,674 | |
Goodwill, Impaired, Accumulated Impairment Loss [Roll Forward] | ||
Goodwill, accumulated impairment loss beginning balance | (60,754) | |
Foreign currency translation | 1,594 | |
Goodwill, accumulated impairment loss ending balance | (59,160) | |
Balance, net of impairment at March 30, 2024 | $ 200,514 |
Intangible Assets, Net - Cost a
Intangible Assets, Net - Cost and Accumulated Amortization (Details) - USD ($) $ in Thousands | Mar. 30, 2024 | Dec. 31, 2023 |
Finite-Lived Intangible Assets | ||
Cost | $ 233,521 | $ 281,956 |
Accumulated Amortization | (125,820) | (158,046) |
Net Book Value | 107,701 | 123,910 |
Customer relationships and agreements | ||
Finite-Lived Intangible Assets | ||
Cost | 121,819 | 123,713 |
Accumulated Amortization | (85,034) | (84,281) |
Net Book Value | 36,785 | 39,432 |
Software | ||
Finite-Lived Intangible Assets | ||
Cost | 67,256 | 113,429 |
Accumulated Amortization | (24,919) | (58,424) |
Net Book Value | 42,337 | 55,005 |
Trademarks and trade names | ||
Finite-Lived Intangible Assets | ||
Cost | 31,802 | 32,148 |
Accumulated Amortization | (11,079) | (10,802) |
Net Book Value | 20,723 | 21,346 |
Patents, licenses and rights | ||
Finite-Lived Intangible Assets | ||
Cost | 12,644 | 12,666 |
Accumulated Amortization | (4,788) | (4,539) |
Net Book Value | $ 7,856 | $ 8,127 |
Intangible Assets, Net - Narrat
Intangible Assets, Net - Narrative (Details) $ in Millions | 3 Months Ended |
Mar. 30, 2024 USD ($) | |
Finite-Lived Intangible Assets | |
Impairment, Intangible Asset, Finite-Lived, Statement of Income or Comprehensive Income [Extensible Enumeration] | Selling, general and administrative |
Currency translation decrease | $ 0.6 |
Software | |
Finite-Lived Intangible Assets | |
Finite lived intangible assets written off | $ 14.1 |
Intangible Assets, Net - Amorti
Intangible Assets, Net - Amortization Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 30, 2024 | Apr. 01, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Amortization expense | $ 18,916 | $ 6,001 |
Accrued Expenses and Other Cu_3
Accrued Expenses and Other Current Liabilities (Details) - USD ($) $ in Thousands | Mar. 30, 2024 | Dec. 31, 2023 | Apr. 01, 2023 |
Accounts Payable and Accrued Liabilities, Current | |||
Accrued sales and advertising rebates | $ 67,863 | $ 82,732 | |
Current portion of operating lease liability | 33,215 | 32,477 | |
Non-income related taxes | 25,492 | 20,072 | |
Current portion of warranty liability (Note 9) | 22,201 | 22,819 | $ 21,310 |
Accrued freight | 18,833 | 18,963 | |
Accrued expenses | 14,341 | 15,758 | |
Current portion of accrued claim costs relating to self-insurance programs | 14,096 | 14,079 | |
Current portion of restructuring accrual (Note 16) | 12,442 | 3,375 | |
Current portion of uncertain tax positions (Note 11) | 12,405 | 0 | |
Accrued income taxes payable | 9,041 | 9,252 | |
Accrued interest payable | 8,915 | 1,401 | |
Legal claims provision (Note 21) | 6,576 | 2,683 | |
Deferred revenue and customer deposits | 5,002 | 7,189 | |
Current portion of derivative liability (Note 19) | 1,832 | 2,996 | |
Total accrued expenses and other current liabilities | $ 252,254 | $ 233,796 |
Warranty Liability - Narrative
Warranty Liability - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | |||
Mar. 30, 2024 | Dec. 31, 2023 | Apr. 01, 2023 | Dec. 31, 2022 | |
Product Warranty Liability | ||||
Accrued warranty liability | $ 52,578 | $ 53,247 | $ 52,473 | $ 52,389 |
North America | ||||
Product Warranty Liability | ||||
Accrued warranty liability | 46,300 | |||
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) | 4.06% |
Warranty Liability - Analysis o
Warranty Liability - Analysis of Warranty Liability (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 30, 2024 | Apr. 01, 2023 | Dec. 31, 2023 | |
Movement in Standard and Extended Product Warranty Accrual, Increase (Decrease) | |||
Balance at beginning balance | $ 53,247 | $ 52,389 | |
Current period charges | 6,027 | 7,296 | |
Experience adjustments | 394 | 539 | |
Payments | (6,760) | (7,863) | |
Currency translation | (330) | 112 | |
Balance at ending balance | 52,578 | 52,473 | |
Current portion | (22,201) | (21,310) | $ (22,819) |
Long-term portion | $ 30,377 | $ 31,163 |
Long-Term Debt - Long Term Debt
Long-Term Debt - Long Term Debt (Details) $ in Thousands, kr in Millions | Mar. 30, 2024 USD ($) | Mar. 30, 2024 DKK (kr) | Dec. 31, 2023 USD ($) |
Debt Instrument | |||
Total Debt | $ 1,225,914 | $ 1,232,780 | |
Unamortized debt issuance costs and original issue discounts | (5,543) | (6,528) | |
Current maturities of long-term debt | (35,248) | (36,177) | |
Long-term debt | 1,185,123 | 1,190,075 | |
Senior Notes | |||
Debt Instrument | |||
Long-term debt, gross | 600,000 | 600,000 | |
Term Loan Facility | Term Loans | |||
Debt Instrument | |||
Long-term debt, gross | 534,909 | 536,250 | |
Finance leases and other financing arrangements | |||
Debt Instrument | |||
Finance leases and other financing arrangements | 69,802 | 74,460 | |
Mortgage notes | |||
Debt Instrument | |||
Long-term debt, gross | $ 21,200 | kr 146.6 | $ 22,070 |
Minimum | Senior Notes | |||
Debt Instrument | |||
Effective interest rate (as a percent) | 4.63% | 4.63% | 4.63% |
Minimum | Finance leases and other financing arrangements | |||
Debt Instrument | |||
Finance lease, rate (as a percent) | 1% | 1% | 1% |
Minimum | Mortgage notes | |||
Debt Instrument | |||
Effective interest rate (as a percent) | 5.68% | 5.68% | 5.68% |
Maximum | Senior Notes | |||
Debt Instrument | |||
Effective interest rate (as a percent) | 4.88% | 4.88% | 4.88% |
Maximum | Term Loan Facility | Term Loans | |||
Debt Instrument | |||
Effective interest rate (as a percent) | 7.44% | 7.44% | 7.44% |
Maximum | Finance leases and other financing arrangements | |||
Debt Instrument | |||
Finance lease, rate (as a percent) | 8.95% | 8.95% | 8.95% |
Maximum | Mortgage notes | |||
Debt Instrument | |||
Effective interest rate (as a percent) | 6.18% | 6.18% | 6.18% |
Long-Term Debt - Narrative (Det
Long-Term Debt - Narrative (Details) kr in Millions | 1 Months Ended | 3 Months Ended | |||||||||||
Jan. 31, 2024 USD ($) Rate | Jul. 31, 2021 USD ($) | Dec. 31, 2007 | Mar. 30, 2024 USD ($) Rate | Sep. 30, 2023 USD ($) | Apr. 01, 2023 USD ($) | Mar. 30, 2024 DKK (kr) | Feb. 29, 2024 USD ($) | Dec. 31, 2023 USD ($) | Aug. 03, 2023 USD ($) | Jun. 30, 2023 | May 31, 2020 USD ($) | Dec. 31, 2017 USD ($) tranche | |
Debt Instrument | |||||||||||||
Amortization of deferred financing costs | $ 434,000 | $ 786,000 | |||||||||||
Gain (loss) on extinguishment of debt | 1,449,000 | $ 0 | |||||||||||
Unamortized debt issuance costs and original issue discounts | 5,543,000 | $ 6,528,000 | |||||||||||
Long-term debt | 0 | ||||||||||||
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 | ||||||||||||
Interest Rate Cap | Cash flow hedge | Designated as hedging instrument | |||||||||||||
Debt Instrument | |||||||||||||
Derivative fixed interest rate (as a percent) | 4.50% | ||||||||||||
Notional amount | $ 100,000,000 | ||||||||||||
SOFR | Minimum | Interest Rate Cap | Cash flow hedge | Designated as hedging instrument | |||||||||||||
Debt Instrument | |||||||||||||
Derivative variable interest rate (as a percent) | 3.982% | ||||||||||||
SOFR | Maximum | Interest rate swap | Cash flow hedge | Designated as hedging instrument | |||||||||||||
Debt Instrument | |||||||||||||
Derivative variable interest rate (as a percent) | 0.10% | ||||||||||||
SOFR | Maximum | Interest Rate Cap | Cash flow hedge | Designated as hedging instrument | |||||||||||||
Debt Instrument | |||||||||||||
Derivative variable interest rate (as a percent) | 3.895% | ||||||||||||
LIBOR | Minimum | Interest rate swap | Cash flow hedge | Designated as hedging instrument | |||||||||||||
Debt Instrument | |||||||||||||
Derivative variable interest rate (as a percent) | 0.10% | 0% | |||||||||||
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 | ||||||||||||
In call premium | 3,900,000 | ||||||||||||
Amortization of deferred financing costs | 2,600,000 | ||||||||||||
Long-term debt | 600,000,000 | 600,000,000 | |||||||||||
Senior Notes | Minimum | |||||||||||||
Debt Instrument | |||||||||||||
Debt instrument face amount | $ 250,000,000 | ||||||||||||
Senior Notes | Maximum | |||||||||||||
Debt Instrument | |||||||||||||
Debt instrument face amount | $ 200,000,000 | ||||||||||||
Secured debt | |||||||||||||
Debt Instrument | |||||||||||||
Debt instrument term (in years) | 30 years | ||||||||||||
Long-term debt | 21,200,000 | kr 146.6 | 22,070,000 | ||||||||||
Senior Secured Notes Maturing May 2025 | Senior Notes | |||||||||||||
Debt Instrument | |||||||||||||
Debt instrument stated interest rate (as a percent) | 6.25% | 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% | ||||||||||||
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 | |||||||||||||
Debt Instrument | |||||||||||||
Unamortized debt issuance costs | $ 800,000 | ||||||||||||
Term Loans | SOFR | Minimum | |||||||||||||
Debt Instrument | |||||||||||||
Debt instrument, variable rate (as a percent) | Rate | 1.75% | ||||||||||||
Term Loans | SOFR | Maximum | |||||||||||||
Debt Instrument | |||||||||||||
Debt instrument, variable rate (as a percent) | Rate | 2% | ||||||||||||
Term Loans | Term loans | |||||||||||||
Debt Instrument | |||||||||||||
Premium payable (as a percent) | 1% | ||||||||||||
Repayment (as a percent) | 0.25% | ||||||||||||
Gain (loss) on extinguishment of debt | $ 1,400,000 | ||||||||||||
Long term debt principal amount outstanding | 534,200,000 | ||||||||||||
Long-term debt | $ 534,909,000 | $ 536,250,000 | |||||||||||
ABL Facility | Revolving credit facility | |||||||||||||
Debt Instrument | |||||||||||||
Derivative variable interest rate (as a percent) | 0% | ||||||||||||
Line fee (as a percent) | Rate | 0.25% | ||||||||||||
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 | Revolving credit facility | |||||||||||||
Debt Instrument | |||||||||||||
Letters of credit | $ 7,700,000 | ||||||||||||
Borrowing availability | $ 425,600,000 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 30, 2024 | Apr. 01, 2023 | Dec. 31, 2023 | |
Income Tax Disclosure [Abstract] | |||
Effective tax rate (as a percent) | 11% | 29.20% | |
Income tax expense (benefit) | $ (3,431) | $ 3,488 | |
Discrete adjustment expense (benefit) | 2,600 | 1,000 | |
Increase in uncertain tax positions | 2,000 | ||
Adjustments and settlements, expense (benefit) | 400 | (200) | |
Increase for tax positions taken during the prior period | $ 1,200 | ||
Unrecognized tax benefits | 37,200 | $ 38,900 | |
Current portion of uncertain tax positions (Note 11) | $ 12,405 | $ 0 |
Segment Information - Narrative
Segment Information - Narrative (Details) | 3 Months Ended |
Mar. 30, 2024 segment | |
Segment Reporting [Abstract] | |
Number of reportable segments | 2 |
Segment Information - Reportabl
Segment Information - Reportable Segment (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 30, 2024 | Apr. 01, 2023 | |
Segment Reporting Information [Line Items] | ||
Net revenues | $ 959,126 | $ 1,080,522 |
(Loss) income from continuing operations, net of tax | (27,730) | 8,465 |
Income tax expense (benefit) | (3,431) | 3,488 |
Depreciation and amortization | 41,429 | 28,343 |
Interest expense, net | 15,692 | 21,492 |
Net legal and professional expenses and settlements | 17,190 | 1,822 |
Restructuring and asset related charges | 18,059 | 9,266 |
M&A related costs | 1,125 | 2,700 |
Net gain on sale of property and equipment | (2,865) | (81) |
Loss on extinguishment and refinancing of debt (Note 10) | 1,449 | 0 |
Share-based compensation expense | 5,059 | 4,124 |
Non-cash foreign exchange transaction/translation loss (gain) | (1,546) | (1,615) |
Other special items | 4,277 | 1,313 |
Adjusted EBITDA from continuing operations | 68,708 | 79,317 |
Software | ||
Segment Reporting Information [Line Items] | ||
Finite lived intangible assets written off | 14,100 | |
North America | ||
Segment Reporting Information [Line Items] | ||
Net revenues | 679,994 | 768,033 |
Europe | ||
Segment Reporting Information [Line Items] | ||
Net revenues | 279,132 | 312,489 |
Operating segments | ||
Segment Reporting Information [Line Items] | ||
Net revenues | 959,800 | 1,080,743 |
(Loss) income from continuing operations, net of tax | 16,307 | 42,548 |
Income tax expense (benefit) | 10,290 | 15,948 |
Depreciation and amortization | 25,484 | 25,231 |
Interest expense, net | 1,046 | 2,962 |
Net legal and professional expenses and settlements | 1,048 | 70 |
Restructuring and asset related charges | 17,854 | 9,079 |
M&A related costs | 42 | 246 |
Net gain on sale of property and equipment | (2,865) | (81) |
Loss on extinguishment and refinancing of debt (Note 10) | 0 | |
Share-based compensation expense | 1,765 | 1,459 |
Non-cash foreign exchange transaction/translation loss (gain) | (909) | (1,893) |
Other special items | 5,639 | 1,266 |
Adjusted EBITDA from continuing operations | 75,701 | 96,835 |
Operating segments | North America | ||
Segment Reporting Information [Line Items] | ||
Net revenues | 680,002 | 768,122 |
(Loss) income from continuing operations, net of tax | 16,285 | 35,249 |
Income tax expense (benefit) | 7,432 | 14,533 |
Depreciation and amortization | 17,991 | 17,798 |
Interest expense, net | 702 | 2,834 |
Net legal and professional expenses and settlements | 795 | 0 |
Restructuring and asset related charges | 13,898 | 7,812 |
M&A related costs | 42 | 246 |
Net gain on sale of property and equipment | (2,838) | 24 |
Loss on extinguishment and refinancing of debt (Note 10) | 0 | |
Share-based compensation expense | 1,218 | 960 |
Non-cash foreign exchange transaction/translation loss (gain) | 34 | (185) |
Other special items | 5,639 | (73) |
Adjusted EBITDA from continuing operations | 61,198 | 79,198 |
Operating segments | Europe | ||
Segment Reporting Information [Line Items] | ||
Net revenues | 279,798 | 312,621 |
(Loss) income from continuing operations, net of tax | 22 | 7,299 |
Income tax expense (benefit) | 2,858 | 1,415 |
Depreciation and amortization | 7,493 | 7,433 |
Interest expense, net | 344 | 128 |
Net legal and professional expenses and settlements | 253 | 70 |
Restructuring and asset related charges | 3,956 | 1,267 |
M&A related costs | 0 | 0 |
Net gain on sale of property and equipment | (27) | (105) |
Loss on extinguishment and refinancing of debt (Note 10) | 0 | |
Share-based compensation expense | 547 | 499 |
Non-cash foreign exchange transaction/translation loss (gain) | (943) | (1,708) |
Other special items | 0 | 1,339 |
Adjusted EBITDA from continuing operations | 14,503 | 17,637 |
Intersegment net revenues | ||
Segment Reporting Information [Line Items] | ||
Net revenues | (674) | (221) |
Intersegment net revenues | North America | ||
Segment Reporting Information [Line Items] | ||
Net revenues | (8) | (89) |
Intersegment net revenues | Europe | ||
Segment Reporting Information [Line Items] | ||
Net revenues | (666) | (132) |
Corporate and Unallocated Costs | ||
Segment Reporting Information [Line Items] | ||
Net revenues | 0 | 0 |
(Loss) income from continuing operations, net of tax | (44,037) | (34,083) |
Income tax expense (benefit) | (13,721) | (12,460) |
Depreciation and amortization | 15,945 | 3,112 |
Interest expense, net | 14,646 | 18,530 |
Net legal and professional expenses and settlements | 16,142 | 1,752 |
Restructuring and asset related charges | 205 | 187 |
M&A related costs | 1,083 | 2,454 |
Net gain on sale of property and equipment | 0 | 0 |
Loss on extinguishment and refinancing of debt (Note 10) | 1,449 | |
Share-based compensation expense | 3,294 | 2,665 |
Non-cash foreign exchange transaction/translation loss (gain) | (637) | 278 |
Other special items | (1,362) | 47 |
Adjusted EBITDA from continuing operations | $ (6,993) | $ (17,518) |
Segment Information - Reconcili
Segment Information - Reconciliation of Net Income (Loss) to EBITDA (Details) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | |
Jul. 31, 2021 | Mar. 30, 2024 | Apr. 01, 2023 | |
Segment Reporting Information [Line Items] | |||
(Loss) income from continuing operations, net of tax | $ (27,730) | $ 8,465 | |
Income tax expense (benefit) | (3,431) | 3,488 | |
Depreciation and amortization | 41,429 | 28,343 | |
Interest expense | 15,692 | 21,492 | |
Net legal and professional expenses and settlements | 17,190 | 1,822 | |
Restructuring and asset related charges | 18,059 | 9,266 | |
M&A related costs | 1,125 | 2,700 | |
Net gain on sale of property and equipment | (2,865) | (81) | |
Loss on extinguishment and refinancing of debt (Note 10) | 1,449 | 0 | |
Share-based compensation expense | 5,059 | 4,124 | |
Non-cash foreign exchange transaction/translation loss (gain) | (1,546) | (1,615) | |
Other special items | 4,277 | 1,313 | |
Adjusted EBITDA from continuing operations | 68,708 | 79,317 | |
Strategic transformation expenses | 16,400 | $ 1,400 | |
Gain (loss) on foreign equity compensation | (4,300) | ||
North America | |||
Segment Reporting Information [Line Items] | |||
Gain (loss) on foreign equity compensation | (1,500) | ||
Term Loans | Term Loan Facility | |||
Segment Reporting Information [Line Items] | |||
Loss on extinguishment and refinancing of debt (Note 10) | $ 1,400 | ||
Gain (loss) on extinguishment of debt, amendment | $ 1,400 |
Capital Stock (Details)
Capital Stock (Details) - USD ($) | Mar. 30, 2024 | Dec. 31, 2023 | Jul. 28, 2022 | Jul. 27, 2021 |
Equity [Abstract] | ||||
Shares held in employee trust (in shares) | 193,941 | 193,941 | ||
Shares held in employee trust | $ 12,400,000 | $ 12,400,000 | ||
Share authorized for repurchase | $ 0 | $ 200,000,000 | $ 400,000,000 |
Earnings Per Share - Basic and
Earnings Per Share - Basic and Diluted Income Per Share Calculations (Details) - shares | 3 Months Ended | |
Mar. 30, 2024 | Apr. 01, 2023 | |
Earnings Per Share [Abstract] | ||
Weighted average outstanding shares of Common Stock basic (in shares) | 85,520,145 | 84,598,945 |
Restricted stock units and options to purchase Common Stock (in shares) | 0 | 550,143 |
Weighted average outstanding shares of Common Stock diluted (in shares) | 85,520,145 | 85,149,088 |
Earnings Per Share - Potentiall
Earnings Per Share - Potentially Dilutive Securities (Details) - shares | 3 Months Ended | |
Mar. 30, 2024 | Apr. 01, 2023 | |
Restricted stock units | ||
Incremental Weighted Average Shares Attributable to Dilutive Effect | ||
Antidilutive securities excluded from computation of diluted earnings per share (in shares) | 1,304,172 | 782,751 |
Common Stock options | ||
Incremental Weighted Average Shares Attributable to Dilutive Effect | ||
Antidilutive securities excluded from computation of diluted earnings per share (in shares) | 1,230,888 | 1,669,638 |
Performance share units | ||
Incremental Weighted Average Shares Attributable to Dilutive Effect | ||
Antidilutive securities excluded from computation of diluted earnings per share (in shares) | 355,467 | 192,940 |
Stock Compensation - Activity (
Stock Compensation - Activity (Details) - $ / shares | 3 Months Ended | |
Mar. 30, 2024 | Apr. 01, 2023 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Additional Disclosures [Abstract] | ||
Options granted (in shares) | 365,412 | 235,892 |
Options canceled (in shares) | 143,180 | 0 |
Options exercised (in shares) | 9,140 | 7,395 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract] | ||
Options granted (usd per share) | $ 18.52 | $ 13.29 |
Options canceled (usd per share) | 14.09 | 0 |
Options exercised (usd per share) | $ 27.37 | $ 26.33 |
RSUs | ||
Weighted Average Grant-Date Fair Value Per Share | ||
Equity instruments granted (in shares) | 835,911 | 1,336,005 |
Equity instruments granted, weighted average exercise price (usd per share) | $ 18.52 | $ 13.21 |
PSU's | ||
Weighted Average Grant-Date Fair Value Per Share | ||
Equity instruments granted (in shares) | 417,347 | 292,064 |
Equity instruments granted, weighted average exercise price (usd per share) | $ 22.60 | $ 17.36 |
Stock Compensation - Narrative
Stock Compensation - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 30, 2024 | Apr. 01, 2023 | |
Share-based Compensation Arrangement by Share-based Payment Award | ||
Stock-based compensation | $ 5.1 | $ 4.1 |
Performance share units | ||
Share-based Compensation Arrangement by Share-based Payment Award | ||
Stock compensation not yet recognized | $ 31.2 | |
Recognition period for stock compensation not yet recognized (in years) | 1 year 10 months 13 days |
Restructuring and Asset-Relat_3
Restructuring and Asset-Related Charges - Impairment by Segment (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 30, 2024 | Apr. 01, 2023 | |
Restructuring Cost and Reserve | ||
Restructuring severance and employee-related charges | $ 12,492 | $ 4,330 |
Other restructuring associated costs | 2,648 | 2,585 |
Asset-related charges | 2,919 | 2,351 |
Other restructuring associated costs and asset-related charges | 5,567 | 4,936 |
Total restructuring and asset-related charges | 18,059 | 9,266 |
Operating segments | ||
Restructuring Cost and Reserve | ||
Total restructuring and asset-related charges | 17,854 | 9,079 |
Operating segments | North America | ||
Restructuring Cost and Reserve | ||
Restructuring severance and employee-related charges | 8,889 | 3,056 |
Other restructuring associated costs | 2,090 | 2,585 |
Asset-related charges | 2,919 | 2,171 |
Other restructuring associated costs and asset-related charges | 5,009 | 4,756 |
Total restructuring and asset-related charges | 13,898 | 7,812 |
Operating segments | Europe | ||
Restructuring Cost and Reserve | ||
Restructuring severance and employee-related charges | 3,398 | 1,087 |
Other restructuring associated costs | 558 | 0 |
Asset-related charges | 0 | 180 |
Other restructuring associated costs and asset-related charges | 558 | 180 |
Total restructuring and asset-related charges | 3,956 | 1,267 |
Corporate and Unallocated Costs | ||
Restructuring Cost and Reserve | ||
Restructuring severance and employee-related charges | 205 | 187 |
Other restructuring associated costs | 0 | 0 |
Asset-related charges | 0 | 0 |
Other restructuring associated costs and asset-related charges | 0 | 0 |
Total restructuring and asset-related charges | $ 205 | $ 187 |
Restructuring and Asset-Relat_4
Restructuring and Asset-Related Charges - Restructuring Accrual (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 30, 2024 | Apr. 01, 2023 | |
Restructuring Reserve | ||
Restructuring reserve, beginning balance | $ 3,375 | $ 5,021 |
Current period charges | 15,140 | 6,915 |
Payments | (5,976) | (8,018) |
Currency translation | (97) | 50 |
Restructuring reserve, ending balance | $ 12,442 | $ 3,968 |
Restructuring and Asset-Relat_5
Restructuring and Asset-Related Charges - Narrative (Details) $ in Thousands | 3 Months Ended | 12 Months Ended | ||||
Apr. 11, 2024 USD ($) manufacturingFacility | Jan. 26, 2023 USD ($) | Mar. 30, 2024 USD ($) | Sep. 30, 2023 USD ($) manufacturingFacility | Apr. 01, 2023 USD ($) | Dec. 31, 2023 USD ($) manufacturingFacility | |
Restructuring Cost and Reserve | ||||||
Number of manufacturing facilities to close | manufacturingFacility | 2 | |||||
Cost incurred to date | $ 16,300 | |||||
Total cash outlays | $ 5,976 | $ 8,018 | ||||
Restructuring, Incurred Cost, Statement of Income or Comprehensive Income [Extensible Enumeration] | Restructuring and asset-related charges (Note 16) | |||||
Other restructuring associated costs | $ 2,648 | $ 2,585 | ||||
Europe | ||||||
Restructuring Cost and Reserve | ||||||
Number of manufacturing facilities to close | manufacturingFacility | 2 | |||||
Subsequent event | North America | ||||||
Restructuring Cost and Reserve | ||||||
Number of manufacturing facilities to close | manufacturingFacility | 2 | |||||
Footprint Rationalization Efforts | ||||||
Restructuring Cost and Reserve | ||||||
Restructuring expected cost | $ 18,800 | |||||
Restructuring and related cost, expected cost, next twelve months | 11,000 | |||||
Footprint Rationalization Efforts | North America | ||||||
Restructuring Cost and Reserve | ||||||
Restructuring expected cost | 29,000 | |||||
Footprint Rationalization Efforts | Europe | ||||||
Restructuring Cost and Reserve | ||||||
Restructuring expected cost | 19,300 | $ 19,300 | ||||
Cost incurred to date | 8,600 | |||||
Total cash outlays | 6,200 | |||||
Footprint Rationalization Efforts | Subsequent event | North America | ||||||
Restructuring Cost and Reserve | ||||||
Restructuring expected cost | $ 45,000 | |||||
Pre tax income improvement | 11,000 | |||||
Footprint Rationalization Efforts | Other Non-Cash Inventory Charges | ||||||
Restructuring Cost and Reserve | ||||||
Restructuring expenses | 1,500 | |||||
Footprint Rationalization Efforts | Asset Related Charges | ||||||
Restructuring Cost and Reserve | ||||||
Restructuring expenses | 6,600 | |||||
Footprint Rationalization Efforts | Asset Related Charges | Subsequent event | North America | ||||||
Restructuring Cost and Reserve | ||||||
Restructuring expenses | 15,100 | |||||
Footprint Rationalization Efforts | Severance And Termination Charges | ||||||
Restructuring Cost and Reserve | ||||||
Restructuring expenses | 7,900 | |||||
Footprint Rationalization Efforts | Severance And Termination Charges | North America | ||||||
Restructuring Cost and Reserve | ||||||
Restructuring expenses | 8,800 | |||||
Footprint Rationalization Efforts | Severance And Termination Charges | Europe | ||||||
Restructuring Cost and Reserve | ||||||
Restructuring expenses | 3,500 | 11,500 | ||||
Cost incurred to date | 6,500 | |||||
Footprint Rationalization Efforts | Severance And Termination Charges | Subsequent event | North America | ||||||
Restructuring Cost and Reserve | ||||||
Restructuring expenses | 11,400 | |||||
Footprint Rationalization Efforts | Equipment Relocation and Facility Restoration Costs | ||||||
Restructuring Cost and Reserve | ||||||
Restructuring expenses | $ 2,200 | |||||
Footprint Rationalization Efforts | Equipment Relocation and Facility Restoration Costs | Europe | ||||||
Restructuring Cost and Reserve | ||||||
Restructuring expenses | 4,400 | |||||
Cost incurred to date | 900 | |||||
Footprint Rationalization Efforts | Equipment Relocation and Facility Restoration Costs | Subsequent event | North America | ||||||
Restructuring Cost and Reserve | ||||||
Restructuring expenses | 8,300 | |||||
Footprint Rationalization Efforts | Capital Expenditures | Europe | ||||||
Restructuring Cost and Reserve | ||||||
Restructuring expenses | 1,300 | $ 3,400 | ||||
Cost incurred to date | 1,200 | |||||
Footprint Rationalization Efforts | Facility Closing | Europe | ||||||
Restructuring Cost and Reserve | ||||||
Restructuring expenses | 5,100 | |||||
Footprint Rationalization Efforts | Inventory And Other Product-related Charges | Subsequent event | North America | ||||||
Restructuring Cost and Reserve | ||||||
Restructuring expenses | $ 10,200 | |||||
Manufacturing Facility Closure Plan | ||||||
Restructuring Cost and Reserve | ||||||
Total cash outlays | 8,700 | |||||
Other restructuring associated costs | 4,200 | |||||
Manufacturing Facility Closure Plan | Asset Related Charges | ||||||
Restructuring Cost and Reserve | ||||||
Cost incurred to date | 6,600 | |||||
Other restructuring associated costs | 2,900 | |||||
Manufacturing Facility Closure Plan | Severance And Termination Charges | ||||||
Restructuring Cost and Reserve | ||||||
Cost incurred to date | 7,500 | |||||
Manufacturing Facility Closure Plan | Equipment Relocation and Facility Restoration Costs | ||||||
Restructuring Cost and Reserve | ||||||
Cost incurred to date | 2,200 | |||||
Other restructuring associated costs | $ 1,200 | |||||
Manufacturing Facility Closure Plan | Capital Expenditures | ||||||
Restructuring Cost and Reserve | ||||||
Restructuring expenses | $ 1,100 | |||||
Manufacturing Facility Closure Plan | Facility Closing | ||||||
Restructuring Cost and Reserve | ||||||
Restructuring expenses | 17,700 | |||||
Total cash outlays | $ 12,900 |
Held for Sale (Details)
Held for Sale (Details) - Disposal Group, Held-for-sale, Not Discontinued Operations - Towanda - USD ($) $ in Thousands | Mar. 30, 2024 | Dec. 31, 2023 |
Assets | ||
Inventories | $ 18,857 | $ 17,337 |
Other current assets | 39 | 108 |
Property and equipment, net | 52,525 | 50,672 |
Intangible assets, net | 1,471 | 1,471 |
Goodwill | 65,000 | 65,000 |
Operating lease assets, net | 975 | 975 |
Assets held for sale | 138,867 | 135,563 |
Liabilities | ||
Accrued payroll and benefits | 1,123 | 901 |
Accrued expenses and other current liabilities | 5,918 | 6,126 |
Operating lease liability | 21 | 37 |
Liabilities held for sale | $ 7,062 | $ 7,064 |
Other Income, Net - Schedule of
Other Income, Net - Schedule of Other Expense (Income), Net (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 30, 2024 | Apr. 01, 2023 | |
Other Income and Expenses [Abstract] | ||
JW Australia Transition Services Agreement cost recovery | $ (4,140) | $ 0 |
Cash received on impaired notes | (3,537) | (1,394) |
Income from refund of deposits for China antidumping duties | (2,947) | 0 |
Insurance reimbursement | (1,655) | (1,215) |
Foreign currency gains, net | (1,467) | (1,871) |
Governmental assistance | (657) | (147) |
Pension expense | 515 | 1,694 |
Other items, net | (375) | (754) |
Total other income, net | $ (14,263) | $ (3,687) |
Derivative Financial Instrume_3
Derivative Financial Instruments - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | ||||
Mar. 30, 2024 | Apr. 01, 2023 | Feb. 29, 2024 | Jun. 30, 2023 | May 31, 2020 | |
Notional Disclosures | |||||
Realized gain (loss) on hedges | $ 0.4 | $ (0.3) | |||
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 | |||
Foreign Exchange Contracts, Forecasted Transactions | Not Designated as Hedging Instrument | |||||
Notional Disclosures | |||||
Notional amount | $ 61.6 | ||||
Foreign Exchange Contracts, Foreign Currency Loans and Interest | Not Designated as Hedging Instrument | |||||
Notional Disclosures | |||||
Notional amount | 138 | ||||
Foreign Exchange Contracts, Consolidated Earnings | Not Designated as Hedging Instrument | |||||
Notional Disclosures | |||||
Notional amount | 12.9 | ||||
Foreign Currency Forward Contracts | Not Designated as Hedging Instrument | |||||
Notional Disclosures | |||||
Realized gain (loss) on hedges | 1.7 | $ 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 | $ 0.1 | $ 3.8 | |||
Interest rate swap | Designated as hedging instrument | Cash flow hedge | Minimum | LIBOR | |||||
Notional Disclosures | |||||
Derivative variable interest rate (as a percent) | 0.10% | 0% | |||
Interest rate swap | Designated as hedging instrument | Cash flow hedge | Maximum | SOFR | |||||
Notional Disclosures | |||||
Derivative variable interest rate (as a percent) | 0.10% | ||||
Interest Rate Cap | Designated as hedging instrument | Cash flow hedge | |||||
Notional Disclosures | |||||
Notional amount | $ 100 | ||||
Derivative fixed interest rate (as a percent) | 4.50% | ||||
Interest Rate Cap | Designated as hedging instrument | Cash flow hedge | Minimum | SOFR | |||||
Notional Disclosures | |||||
Derivative variable interest rate (as a percent) | 3.982% | ||||
Interest Rate Cap | Designated as hedging instrument | Cash flow hedge | Maximum | SOFR | |||||
Notional Disclosures | |||||
Derivative variable interest rate (as a percent) | 3.895% |
Derivative Financial Instrume_4
Derivative Financial Instruments - Fair Value (Details) - USD ($) $ in Thousands | Mar. 30, 2024 | Dec. 31, 2023 |
Other current assets | Interest rate contracts | Derivatives designated as hedging instruments: | ||
Derivative Asset, Fair Value, Amount Not Offset Against Collateral | ||
Derivative assets | $ 475 | $ 0 |
Other current assets | Foreign currency forward contracts | Derivatives not designated as hedging instruments: | ||
Derivative Asset, Fair Value, Amount Not Offset Against Collateral | ||
Derivative assets | 1,843 | 1,186 |
Other assets | Other derivative instruments | Derivatives not designated as hedging instruments: | ||
Derivative Asset, Fair Value, Amount Not Offset Against Collateral | ||
Derivative assets | 0 | 38 |
Deferred credits and other liabilities | Interest rate contracts | Derivatives designated as hedging instruments: | ||
Derivative Asset, Fair Value, Amount Not Offset Against Collateral | ||
Derivative liabilities | 138 | 0 |
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 | 1,816 | 2,975 |
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 | $ 16 | $ 21 |
Fair Value of Financial Instr_3
Fair Value of Financial Instruments (Details) - USD ($) $ in Thousands | Mar. 30, 2024 | Dec. 31, 2023 |
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 | $ 1,832 | $ 2,996 |
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 | $ 102,146 | $ 71,139 |
Derivative assets, recorded in other current assets | 2,318 | 1,224 |
Deferred compensation plan assets, recorded in other assets | 4,349 | 2,098 |
Liabilities: | ||
Debt, recorded in long-term debt and current maturities of long-term debt | 1,225,914 | 1,232,780 |
Derivative liabilities, recorded in accrued expenses and other current liabilities | 1,832 | 2,996 |
Derivative liability | 138 | |
Total Fair Value | Recurring | ||
Assets: | ||
Cash equivalents | 102,146 | 71,139 |
Derivative assets, recorded in other current assets | 2,318 | 1,224 |
Deferred compensation plan assets, recorded in other assets | 4,349 | 2,098 |
Liabilities: | ||
Debt, recorded in long-term debt and current maturities of long-term debt | 1,206,170 | 1,209,961 |
Derivative liabilities, recorded in accrued expenses and other current liabilities | 1,832 | 2,996 |
Derivative liability | 138 | |
Total Fair Value | Recurring | Level 1 | ||
Assets: | ||
Cash equivalents | 102,146 | 71,139 |
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 |
Derivative liability | 0 | |
Total Fair Value | Recurring | Level 2 | ||
Assets: | ||
Cash equivalents | 0 | 0 |
Derivative assets, recorded in other current assets | 2,318 | 1,224 |
Deferred compensation plan assets, recorded in other assets | 4,349 | 2,098 |
Liabilities: | ||
Debt, recorded in long-term debt and current maturities of long-term debt | 1,206,170 | 1,209,961 |
Derivative liabilities, recorded in accrued expenses and other current liabilities | 1,832 | 2,996 |
Derivative liability | 138 | |
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 |
Derivative liability | $ 0 |
Commitments and Contingencies (
Commitments and Contingencies (Details) - USD ($) $ in Millions | 1 Months Ended | 3 Months Ended | |||||||||
Nov. 03, 2021 | Feb. 18, 2021 | Nov. 19, 2019 | Apr. 12, 2019 | Mar. 13, 2019 | May 11, 2018 | Jan. 31, 2023 | Feb. 28, 2018 | Mar. 30, 2024 | Dec. 31, 2023 | Dec. 31, 2021 | |
Loss Contingencies | |||||||||||
Accrued self-insurance liability | $ 87.3 | $ 89.2 | |||||||||
Financing bonds and letters of credit | $ 67.5 | $ 68.7 | |||||||||
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 | $ 0.1 | $ 0.5 | |||||||||
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 | $ 11.5 | $ 11.5 | |||||||||
Preferred remedial alternatives totaling | $ 23.4 | ||||||||||
PaDEP | |||||||||||
Loss Contingencies | |||||||||||
Collateralized bond | 1.4 | $ 1.4 | |||||||||
Minimum | |||||||||||
Loss Contingencies | |||||||||||
Environmental remedial feasibility alternative | 11.8 | ||||||||||
Minimum | Domestic Product Liability | |||||||||||
Loss Contingencies | |||||||||||
Concentration risk, auto, employee and general liability | 5 | ||||||||||
Minimum | Auto, General Liability, Personal Injury and Workers Compensation | |||||||||||
Loss Contingencies | |||||||||||
Concentration risk, auto, employee and general liability | 3 | ||||||||||
Maximum | |||||||||||
Loss Contingencies | |||||||||||
Environmental remedial feasibility alternative | $ 33.4 | ||||||||||
Maximum | Domestic Product Liability | |||||||||||
Loss Contingencies | |||||||||||
Concentration risk, auto, employee and general liability | 200 | ||||||||||
Maximum | Auto, General Liability, Personal Injury and Workers Compensation | |||||||||||
Loss Contingencies | |||||||||||
Concentration risk, auto, employee and general liability | $ 200 | ||||||||||
Steve and Sons | |||||||||||
Loss Contingencies | |||||||||||
Damages awarded to plaintiff | $ 36.5 | $ 7.1 | $ 36.5 | ||||||||
Settlement proceeds awarded | $ 1.2 | ||||||||||
Damages sought | $ 139.4 | ||||||||||
Steve and Sons | Attorney Fees | |||||||||||
Loss Contingencies | |||||||||||
Damages sought | $ 28.4 | ||||||||||
Steve and Sons | Legal Cost | |||||||||||
Loss Contingencies | |||||||||||
Damages sought | $ 1.7 | ||||||||||
Direct Purchaser Action | |||||||||||
Loss Contingencies | |||||||||||
Proceeds from legal settlements | $ 10.5 | ||||||||||
Past Damages | Steve and Sons | |||||||||||
Loss Contingencies | |||||||||||
Damages awarded to plaintiff | 9.9 | $ 12.2 | |||||||||
Future Damages | Steve and Sons | |||||||||||
Loss Contingencies | |||||||||||
Damages awarded to plaintiff | $ 139.4 | $ 46.5 | |||||||||
Loss contingency accrual, payments | $ 66.4 |
Supplemental Cash Flow Inform_3
Supplemental Cash Flow Information (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 30, 2024 | Apr. 01, 2023 | |
Cash Operating Activities: | ||
Operating leases | $ 13,144 | $ 16,490 |
Interest payments on financing lease obligations | 110 | 42 |
Cash paid for amounts included in the measurement of lease liabilities | 13,254 | 16,532 |
Cash Investing Activities: | ||
Purchases of securities for deferred compensation plan | (2,112) | (420) |
Sale of securities for deferred compensation plan | 0 | 37 |
Change in securities for deferred compensation plan | (2,112) | (383) |
Cash received for notes receivable | 0 | 5 |
Change in notes receivable | 0 | 5 |
Non-cash Investing Activities: | ||
Property, equipment, and intangibles purchased in accounts payable | 9,956 | 4,077 |
Property, equipment, and intangibles purchased with debt | 1,617 | 869 |
Customer accounts receivable converted to notes receivable | 0 | 38 |
Cash Financing Activities: | ||
Borrowings on long-term debt | 1,279 | 96,867 |
Payments of long-term debt | (8,791) | (96,526) |
Payments of debt issuance and extinguishment costs, including underwriting fees | (198) | 0 |
Change in long-term debt and payments of debt extinguishment costs | (7,710) | 341 |
Cash paid for amounts included in the measurement of finance lease liabilities | 591 | 484 |
Non-cash Financing Activities: | ||
Shares surrendered for tax obligations for employee share-based transactions in accrued liabilities | 0 | 16 |
Accounts payable converted to installment notes | 5 | 176 |
Other Supplemental Cash Flow Information: | ||
Cash taxes paid, net of refunds | 9,760 | 13,785 |
Cash interest paid | $ 11,933 | $ 7,641 |