Cover Page
Cover Page - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Feb. 22, 2022 | Jul. 03, 2021 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Period End Date | Dec. 31, 2021 | ||
Current Fiscal Year End Date | --12-31 | ||
Document Transition Report | false | ||
Entity File Number | 1-14315 | ||
Entity Registrant Name | Cornerstone Building Brands, Inc. | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Tax Identification Number | 76-0127701 | ||
Entity Address, Address Line One | 5020 Weston Parkway | ||
Entity Address, Address Line Two | Suite 400 | ||
Entity Address, City or Town | Cary | ||
Entity Address, State or Province | NC | ||
Entity Address, Postal Zip Code | 27513 | ||
City Area Code | 866 | ||
Local Phone Number | 419-0042 | ||
Title of 12(b) Security | Common Stock, $0.01 par value | ||
Trading Symbol | CNR | ||
Security Exchange Name | NYSE | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
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 | ||
ICFR Auditor Attestation Flag | true | ||
Entity Shell Company | false | ||
Entity Public Float | $ 966,794,672 | ||
Entity Common Stock, Shares Outstanding | 127,001,002 | ||
Documents Incorporated by Reference | Certain information required by Part III of this Annual Report is incorporated by reference from the registrant’s definitive proxy statement for its 2022 annual meeting of stockholders to be filed with the Securities and Exchange Commission within 120 days of December 31, 2021. | ||
Amendment Flag | false | ||
Document Fiscal Year Focus | 2021 | ||
Document Fiscal Period Focus | FY | ||
Entity Central Index Key | 0000883902 |
Audit Information
Audit Information | 12 Months Ended |
Dec. 31, 2021 | |
Audit Information [Abstract] | |
Auditor Firm ID | 248 |
Auditor Name | GRANT THORNTON LLP |
Auditor Location | Raleigh, North Carolina |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Income Statement [Abstract] | |||
Sales | $ 5,583,137 | $ 4,617,369 | $ 4,889,747 |
Cost of sales | 4,384,062 | 3,567,049 | 3,801,328 |
Gross profit | 1,199,075 | 1,050,320 | 1,088,419 |
Selling, general and administrative expenses | 649,472 | 579,200 | 627,861 |
Intangible asset amortization | 189,488 | 180,994 | 177,577 |
Restructuring and impairment charges, net | 26,247 | 34,120 | 18,060 |
Strategic development and acquisition related costs | 27,875 | 19,341 | 50,185 |
Gain on divestitures | (831,252) | 0 | 0 |
Goodwill impairment | 0 | 503,171 | 0 |
Income (loss) from operations | 1,137,245 | (266,506) | 214,736 |
Interest income | 205 | 1,364 | 674 |
Interest expense | (191,301) | (213,610) | (229,262) |
Foreign exchange gain (loss) | (3,749) | 1,068 | 2,054 |
Loss on extinguishment of debt | (42,234) | 0 | 0 |
Other income, net | 1,661 | 469 | 1,183 |
Income (loss) before income taxes | 901,827 | (477,215) | (10,615) |
Provision for income taxes | 235,968 | 5,563 | 4,775 |
Net income (loss) | 665,859 | (482,778) | (15,390) |
Net income allocated to participating securities | (7,815) | 0 | 0 |
Net income (loss) applicable to common shares | $ 658,044 | $ (482,778) | $ (15,390) |
Income (loss) per common share: | |||
Basic (in dollars per share) | $ 5.22 | $ (3.84) | $ (0.12) |
Diluted (in dollars per share) | $ 5.19 | $ (3.84) | $ (0.12) |
Weighted average number of common shares outstanding: | |||
Basic (in shares) | 126,058 | 125,562 | 125,576 |
Diluted (in shares) | 126,795 | 125,562 | 125,576 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Comprehensive income (loss): | |||
Net income (loss) | $ 665,859 | $ (482,778) | $ (15,390) |
Other comprehensive income (loss), net of tax: | |||
Foreign exchange translation gains (losses) | 6,594 | 17,254 | 3,211 |
Unrealized gain (loss) on derivative instruments, net of income tax of $(12,063), $10,985, and $7,176, respectively | 14,054 | (35,281) | (22,812) |
Unrecognized actuarial gains (losses) on pension obligation, net of income tax of $(3,195), $231, and $513, respectively | 4,093 | (1,092) | (1,984) |
Amount reclassified from Accumulated other comprehensive income (loss) into earnings | 21,164 | 0 | 0 |
Other comprehensive income (loss) | 45,905 | (19,119) | (21,585) |
Comprehensive income (loss) | $ 711,764 | $ (501,897) | $ (36,975) |
CONSOLIDATED STATEMENTS OF CO_2
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) [Parenthetical] - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Statement of Comprehensive Income [Abstract] | |||
Unrealized gain (loss) on derivative instruments, tax | $ (12,063) | $ 10,985 | $ 7,176 |
Unrecognized actuarial gains (loss) on pension obligation, tax | $ (3,195) | $ 231 | $ 513 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Current assets: | ||
Cash and cash equivalents | $ 394,447 | $ 674,255 |
Restricted cash | 2,211 | 6,223 |
Accounts receivable, net | 685,316 | 554,649 |
Inventories, net | 748,732 | 431,937 |
Income taxes receivable | 14,514 | 39,379 |
Investments in debt and equity securities, at market | 2,759 | 2,333 |
Prepaid expenses and other | 135,701 | 77,751 |
Assets held for sale | 3,400 | 4,644 |
Total current assets | 1,987,080 | 1,791,171 |
Property, plant and equipment, net | 612,295 | 631,821 |
Lease right-of-use assets | 322,608 | 264,107 |
Goodwill | 1,358,056 | 1,194,729 |
Intangible assets, net | 1,524,635 | 1,584,604 |
Deferred income taxes | 1,839 | 1,867 |
Other assets, net | 20,947 | 10,191 |
Total assets | 5,827,460 | 5,478,490 |
Current liabilities: | ||
Current portion of long-term debt | 26,000 | 25,600 |
Accounts payable | 311,737 | 211,441 |
Accrued compensation and benefits | 101,164 | 81,548 |
Accrued interest | 19,775 | 25,485 |
Accrued income taxes | 3,220 | 5,060 |
Current portion of lease liabilities | 73,150 | 70,125 |
Other accrued expenses | 320,389 | 247,893 |
Total current liabilities | 855,435 | 667,152 |
Long-term debt | 3,010,843 | 3,563,429 |
Deferred income taxes | 252,173 | 269,792 |
Long-term lease liabilities | 251,061 | 198,875 |
Other long-term liabilities | 281,609 | 337,437 |
Total long-term liabilities | 3,795,686 | 4,369,533 |
Stockholders’ equity: | ||
Common stock, $0.01 par value, 200,000,000 shares authorized; 126,992,107 and 125,425,931 shares issued at December 31, 2021 and 2020, respectively; and 126,971,036 and 125,400,599 shares outstanding at December 31, 2021 and 2020, respectively | 1,270 | 1,255 |
Additional paid-in capital | 1,279,931 | 1,257,262 |
Accumulated deficit | (98,826) | (764,685) |
Accumulated other comprehensive loss, net | (5,612) | (51,517) |
Treasury stock, at cost; 21,071 and 25,332 shares at December 31, 2021 and 2020, respectively | (424) | (510) |
Total stockholders’ equity | 1,176,339 | 441,805 |
Total liabilities and stockholders’ equity | $ 5,827,460 | $ 5,478,490 |
CONSOLIDATED BALANCE SHEETS _Pa
CONSOLIDATED BALANCE SHEETS [Parenthetical] - $ / shares | Dec. 31, 2021 | Dec. 31, 2020 |
Statement of Financial Position [Abstract] | ||
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common stock, shares authorized (in shares) | 200,000,000 | 200,000,000 |
Common stock, shares issued (in shares) | 126,992,107 | 125,425,931 |
Common stock, shares outstanding (in shares) | 126,971,036 | 125,400,599 |
Treasury stock, shares (in shares) | 21,071 | 25,332 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Cash flows from operating activities: | |||
Net income (loss) | $ 665,859 | $ (482,778) | $ (15,390) |
Adjustments to reconcile net income (loss) to net cash from operating activities: | |||
Depreciation and amortization | 292,901 | 284,602 | 263,764 |
Non-cash interest expense | 28,722 | 9,589 | 8,504 |
Share-based compensation expense | 29,003 | 17,056 | 14,078 |
Loss on extinguishment of debt | 42,234 | 0 | 0 |
Non-cash fair value premium on purchased inventory | 0 | 0 | 16,249 |
Goodwill impairment | 0 | 503,171 | 0 |
Asset impairment | 22,210 | 4,905 | 0 |
Gain on divestitures | (831,252) | 0 | 0 |
Loss (gain) on asset sales, net | 0 | (1,252) | 321 |
Provision for credit losses | 3,604 | 5,390 | 2,035 |
Deferred income taxes | (59,510) | (4,319) | (6,085) |
Changes in operating assets and liabilities, net of effect of acquisitions and divestitures: | |||
Accounts receivable | (156,066) | (61,976) | (38,242) |
Inventories | (311,242) | 7,927 | 91,822 |
Income taxes | 24,865 | 14,146 | (32,719) |
Prepaid expenses and other | (56,768) | 3,415 | (10,279) |
Accounts payable | 72,260 | 4,663 | (21,141) |
Accrued expenses | 36,944 | 8,276 | (40,403) |
Other, net | (19,651) | (4,398) | (2,906) |
Net cash provided by (used in) operating activities | (215,887) | 308,417 | 229,608 |
Cash flows from investing activities: | |||
Acquisitions, net of cash acquired | (528,250) | (41,841) | (179,184) |
Capital expenditures | (114,715) | (81,851) | (121,085) |
Proceeds from divestitures, net of cash divested | 1,187,307 | 0 | 0 |
Proceeds from sale of property, plant and equipment | 5,124 | 3,569 | 5,511 |
Net cash provided by (used in) investing activities | 549,466 | (120,123) | (294,758) |
Cash flows from financing activities: | |||
Proceeds from ABL facility | 190,000 | 345,000 | 290,000 |
Payments on ABL facility | (190,000) | (415,000) | (220,000) |
Proceeds from cash flow revolver | 0 | 115,000 | 0 |
Payments on cash flow revolver | 0 | (115,000) | 0 |
Proceeds from term loan | 108,438 | 0 | 0 |
Payments on term loan | (25,905) | (25,620) | (25,620) |
Proceeds from senior notes | 0 | 500,000 | 0 |
Payments on senior notes | (670,800) | 0 | 0 |
Payments of financing costs | (13,187) | (6,731) | 0 |
Purchases of treasury stock | 0 | (6,428) | 0 |
Payments on tax receivable agreement | 0 | 0 | (24,906) |
Payments on derivative financing obligations | (9,377) | 0 | 0 |
Other | (6,418) | (1,566) | (1,934) |
Net cash provided by (used in) financing activities | (617,249) | 389,655 | 17,540 |
Effect of exchange rate changes on cash and cash equivalents | (150) | 222 | 2,310 |
Net increase (decrease) in cash, cash equivalents and restricted cash | (283,820) | 578,171 | (45,300) |
Cash, cash equivalents and restricted cash at beginning of period | 680,478 | 102,307 | 147,607 |
Cash, cash equivalents and restricted cash at end of period | 396,658 | 680,478 | 102,307 |
Supplemental disclosure of cash flow information: | |||
Interest paid, net of amounts capitalized | 178,330 | 196,770 | 240,063 |
Taxes paid (refunded), net (excluding tax receivable agreement payments) | $ 267,399 | $ (3,316) | $ 51,001 |
CONSOLIDATED STATEMENTS OF STOC
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY - USD ($) $ in Thousands | Total | Cumulative Effect, Period of Adoption, Adjustment | Common Stock | Additional Paid-In Capital | Retained Earnings (Deficit) | Retained Earnings (Deficit)Cumulative Effect, Period of Adoption, Adjustment | Accumulated Other Comprehensive Income (Loss) | Treasury Stock |
Stockholders' equity beginning balance (in shares) at Dec. 31, 2018 | 125,583,159 | 110,899 | ||||||
Stockholders' equity beginning balance at Dec. 31, 2018 | $ 959,982 | $ 1,256 | $ 1,237,056 | $ (265,839) | $ (10,813) | $ (1,678) | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Treasury stock purchases (in shares) | (256,857) | |||||||
Treasury stock purchases | $ (1,934) | $ (1,934) | ||||||
Retirement of treasury (in shares) | 300,000 | 306,531 | 306,531 | |||||
Retirement of treasury shares | $ 0 | $ (3) | (2,420) | $ 2,423 | ||||
Issuance of restricted stock (in shares) | 819,641 | |||||||
Issuance of restricted stock | 0 | $ 8 | (8) | |||||
Issuance of common stock for the Ply Gem merger (in shares) | 13,731 | |||||||
Issuance of common stock for the Ply Gem merger | $ 167 | 167 | ||||||
Stock options exercised (in shares) | 0 | |||||||
Other comprehensive loss | $ (21,585) | (21,585) | ||||||
Deferred compensation obligation (in shares) | 5,712 | |||||||
Deferred compensation obligation | 0 | (86) | $ 86 | |||||
Share-based compensation | 14,078 | 14,078 | ||||||
Net income (loss) | (15,390) | (15,390) | ||||||
Stockholders' equity ending balance (in shares) at Dec. 31, 2019 | 126,110,000 | 55,513 | ||||||
Stockholders' equity ending balance at Dec. 31, 2019 | 935,318 | $ (678) | $ 1,261 | 1,248,787 | (281,229) | $ (678) | (32,398) | $ (1,103) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Treasury stock purchases (in shares) | (1,298,253) | |||||||
Treasury stock purchases | $ (7,994) | $ (7,994) | ||||||
Retirement of treasury (in shares) | 1,300,000 | 1,298,665 | 1,298,665 | |||||
Retirement of treasury shares | $ 0 | $ (13) | (7,982) | $ 7,995 | ||||
Issuance of restricted stock (in shares) | 614,596 | |||||||
Issuance of restricted stock | $ 0 | $ 6 | (6) | |||||
Stock options exercised (in shares) | 0 | |||||||
Other comprehensive loss | $ (19,119) | (19,119) | ||||||
Deferred compensation obligation (in shares) | 29,769 | |||||||
Deferred compensation obligation | 0 | $ 1 | (593) | $ 592 | ||||
Share-based compensation | 17,056 | 17,056 | ||||||
Net income (loss) | (482,778) | (482,778) | ||||||
Stockholders' equity ending balance (in shares) at Dec. 31, 2020 | 125,425,931 | 25,332 | ||||||
Stockholders' equity ending balance at Dec. 31, 2020 | 441,805 | $ 1,255 | 1,257,262 | (764,685) | (51,517) | $ (510) | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Treasury stock purchases (in shares) | (612,011) | |||||||
Treasury stock purchases | $ (9,685) | $ (9,685) | ||||||
Retirement of treasury (in shares) | 600,000 | 612,011 | 612,011 | |||||
Retirement of treasury shares | $ 0 | $ (6) | (9,679) | $ 9,685 | ||||
Issuance of restricted stock (in shares) | 1,861,991 | |||||||
Issuance of restricted stock | 0 | $ 18 | (18) | |||||
Issuance of common stock for the Ply Gem merger (in shares) | 15,220 | |||||||
Issuance of common stock for the Ply Gem merger | $ 185 | 185 | ||||||
Stock options exercised (in shares) | 300,976 | 300,976 | ||||||
Stock options exercised | $ 3,267 | $ 3 | 3,264 | |||||
Other comprehensive loss | 45,905 | 45,905 | ||||||
Deferred compensation obligation (in shares) | 4,261 | |||||||
Deferred compensation obligation | 0 | $ 0 | (86) | $ 86 | ||||
Share-based compensation | 29,003 | 29,003 | ||||||
Net income (loss) | 665,859 | 665,859 | ||||||
Stockholders' equity ending balance (in shares) at Dec. 31, 2021 | 126,992,107 | 21,071 | ||||||
Stockholders' equity ending balance at Dec. 31, 2021 | $ 1,176,339 | $ 1,270 | $ 1,279,931 | $ (98,826) | $ (5,612) | $ (424) |
NATURE OF BUSINESS, RECENT DEVE
NATURE OF BUSINESS, RECENT DEVELOPMENTS, AND BASIS OF PRESENTATION | 12 Months Ended |
Dec. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
NATURE OF BUSINESS, RECENT DEVELOPMENTS, AND BASIS OF PRESENTATION | NATURE OF BUSINESS, RECENT DEVELOPMENTS, AND BASIS OF PRESENTATION Nature of Business Cornerstone Building Brands, Inc. (together with its subsidiaries, unless otherwise indicated, the “Company,” “Cornerstone,” “we,” “us” or “our”) is the largest manufacturer of external building products in North America. Headquartered in Cary, North Carolina, the Company serves residential and commercial customers across new construction and the repair and remodel markets. The Company reports results under three reportable segments: Windows, Siding, and Commercial. Recent Developments On February 13, 2022, funds affiliated with Clayton Dubilier & Rice, LLC (“CD&R”) submitted a non-binding proposal to acquire all of the Company’s outstanding shares of common stock that CD&R does not already own for a purchase price of $24.65 in cash per share (the “CD&R Offer”). The CD&R Offer stated that any transaction would be subject to (i) approval by a special committee (“Special Committee”) of our independent directors; and (ii) a vote in favor of the transaction by a majority of the voting power represented by the shares of our common stock owned by stockholders not affiliated with CD&R. The board of directors of the Company (the “Board”) previously formed a Special Committee to evaluate and consider any potential or actual proposal from CD&R and any other alternative proposals or other strategic alternatives that may be available to the Company. The CD&R Offer provides that CD&R reserves the right to withdraw or modify the CD&R Offer at any time and no legally binding obligation with respect to any transaction will exist unless and until mutually acceptable definitive documentation is executed and delivered by us and CD&R. There can be no assurance that the transaction proposed by CD&R or any related transaction will be completed or as to the terms of any such potential transaction, including with respect to pricing or timing. Basis of Presentation Our consolidated financial statements include the accounts of the Company and our majority-owned subsidiaries. All intercompany accounts, transactions and profits arising from consolidated entities have been eliminated in consolidation. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (a) Use of Estimates . The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, revenues and expenses, and related disclosures of contingent assets and liabilities in the consolidated financial statements and accompanying notes. Estimates are used for, but not limited to, provisions for expected credit losses and inventory reserves, accounting for business combinations, valuation of reporting units for purposes of assessing goodwill for impairment, valuation of asset groups for impairment testing, accruals for employee benefits, general liability insurance, warranties and certain contingencies. We base our estimates on historical experience, market participant fair value considerations, projected future cash flows, and various other factors that are believed to be reasonable under the circumstances. Actual results could differ from those estimates. Given the uncertain economic climate and additional or unforeseen effects from the COVID-19 pandemic, these estimates have become more challenging, and actual results could differ materially from these estimates. (b) Cash and Cash Equivalents . Cash equivalents are stated at cost plus accrued interest, which approximates fair value. Cash equivalents are highly liquid debt instruments with an original maturity of three months or less and may consist of time deposits with a number of commercial banks with high credit ratings, money market instruments, certificates of deposit and commercial paper. The Company’s policy allows it to also invest excess funds in no-load, open-end, management investment trusts (“mutual funds”) that invest exclusively in high quality money market instruments. As of December 31, 2021, the Company’s cash and cash equivalents were only invested in cash. The following table provides a reconciliation of cash, cash equivalents and restricted cash reported within the consolidated balance sheets that total the amounts shown in the consolidated statements of cash flows (in thousands): December 31, December 31, Cash and cash equivalents $ 394,447 $ 674,255 Restricted cash (1) 2,211 6,223 Total cash, cash equivalents and restricted cash shown in the consolidated statements of cash flows $ 396,658 $ 680,478 (1) Restricted cash primarily relates to escrow balances held for an outstanding earn-out agreement as of December 31, 2020 and working capital and other indemnification agreements in both periods presented. (c) Accounts Receivable and Related Allowance . The Company reports accounts receivable net of an allowance for expected credit losses. Trade accounts receivable are the result of sales of vinyl windows, aluminum windows, vinyl siding, metal siding, injection molded products, metal building products, metal coating, and other products and services to customers throughout the United States and Canada and affiliated territories, including international builders who resell to end users. Sales are primarily denominated in U.S. dollars. Credit sales do not normally require a pledge of collateral; however, various types of liens may be filed to enhance the collection process and we require payment prior to shipment for certain international shipments. The Company establishes provisions for expected credit losses based on the Company’s assessment of the collectability of amounts owed to us by our customers. Such provisions are included in selling, general and administrative expenses. In establishing these reserves, the Company considers changes in the financial position of a customer, age of the accounts receivable balances, availability of security, unusual macroeconomic conditions, lien rights and bond rights as well as disputes, if any, with our customers. Our allowance for credit losses reflects reserves for customer receivables to reduce receivables to amounts expected to be collected. Interest on delinquent accounts receivable is included in the trade accounts receivable balance and recognized as interest income when earned and collectability is reasonably assured. Uncollectible accounts are written off when a settlement is reached for an amount that is less than the outstanding historical balance, all collection efforts have been exhausted and/or any legal action taken by the Company has concluded. The following table represents the rollforward of the allowance for credit losses for the periods indicated (in thousands): Year Ended December 31, December 31, December 31, Ending balance, prior period $ 13,313 $ 9,962 $ 10,270 Cumulative effect of accounting change (1) — 678 — Provision for expected credit losses 3,604 5,390 2,035 Amounts charged against allowance for credit losses, net of recoveries (1,729) (3,579) (2,807) Allowance for credit losses of acquired company at date of acquisition 269 862 464 Divestitures (4,158) — — Ending balance $ 11,299 $ 13,313 $ 9,962 (1) Cumulative effect of accounting change reflects the modified retrospective effect of adopting Accounting Standards Update (“ASU”) 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (d) Inventories . Inventories are stated at the lower of cost or net realizable value less allowance for inventory obsolescence using the First-In, First-Out Method (“FIFO”). The components of inventory are as follows (in thousands): December 31, December 31, Raw materials $ 485,642 $ 241,353 Work in process and finished goods 263,090 190,584 $ 748,732 $ 431,937 The following table represents the rollforward of reserve for obsolete materials and supplies activity for the periods indicated (in thousands): Year Ended December 31, December 31, December 31, Beginning balance $ 22,172 $ 18,712 $ 19,227 Provisions 5,155 8,015 3,207 Dispositions (6,029) (4,555) (4,082) Reserve of acquired company at date of acquisition 705 — 360 Divestitures (722) — — Ending balance $ 21,281 $ 22,172 $ 18,712 The principal raw materials used in the Company’s manufacturing processes include PVC resin, glass, aluminum, and steel that we purchase from multiple producers. (e) Assets Held for Sale. The Company records assets held for sale at the lower of the carrying value or fair value less costs to sell. The following criteria are used to determine if property is held for sale: (i) management has the authority and commits to a plan to sell the property; (ii) the property is available for immediate sale in its present condition; (iii) there is an active program to locate a buyer and the plan to sell the property has been initiated; (iv) the sale of the property is probable within one year; (v) the property is being actively marketed at a reasonable sale price relative to its current fair value; and (vi) it is unlikely that the plan to sell will be withdrawn or that significant changes to the plan will be made. In determining the fair value of the assets less costs to sell, the Company considers factors including current sales prices for comparable assets in the area, recent market analysis studies, appraisals and any recent legitimate offers. If the estimated fair value less costs to sell of an asset is less than its current carrying value, the asset is written down to its estimated fair value less costs to sell. Our assumptions about property sales prices require significant judgment because the current market is highly sensitive to changes in economic conditions. We determined the estimated fair values of real property assets held for sale based on current market conditions and assumptions made by management, which may differ from actual results and may result in impairments if market conditions deteriorate. The total carrying value of assets held for sale is $3.4 million and $4.6 million at December 31, 2021 and 2020, respectively. Assets held for sale at December 31, 2021 are actively marketed for sale or are under contract. In addition to the divested businesses discussed in Note 5 — Divestitures , during fiscal 2021 and 2020, the Company completed the sale of certain real property and equipment that was previously classified as held for sale, resulting in net cash proceeds of approximately $5.1 million and $2.0 million, respectively, and a net loss that was immaterial for fiscal 2021 and a net gain of $1.4 million for fiscal 2020, which are included in restructuring and impairment charges, net, in the consolidated statement of operations. During fiscal 2020, the Company determined an alternative use for a facility in the Commercial segment that had previously been classified as held for sale and reclassified the net book value of $1.7 million to property, plant and equipment. (f) Property, Plant and Equipment . Property, plant and equipment are stated at cost and depreciated using the straight-line method over their estimated useful lives. Leasehold improvements are capitalized and amortized using the straight-line method over the shorter of their estimated useful lives or the term of the underlying lease. Depreciation and amortization are recognized in cost of sales and selling, general and administrative expenses based on the nature and use of the underlying assets. Depreciation expense for fiscal 2021, 2020 and 2019 was $103.0 million, $103.5 million, and $86.2 million, respectively. Property, plant and equipment consists of the following (in thousands): December 31, December 31, Land $ 24,812 $ 26,933 Buildings and improvements 253,637 279,113 Machinery and equipment 990,338 970,083 1,268,787 1,276,129 Less: accumulated depreciation (656,492) (644,308) Total property, plant and equipment, net $ 612,295 $ 631,821 Estimated useful lives for depreciation are: Buildings and improvements 15 – 39 years Machinery and equipment 3 – 15 years The Company capitalizes interest on capital invested in projects in accordance with Accounting Standards Codification (“ASC”) 835, Interest . For fiscal 2021, 2020 and 2019, the total amount of interest capitalized was $0.9 million, $1.1 million and $1.2 million, respectively. Upon commencement of operations, capitalized interest, as a component of the total cost of the asset, is amortized over the estimated useful life of the asset. (g) Internally Developed Software . Internally developed software is stated at cost less accumulated amortization, is included within property, plant and equipment within our consolidated balance sheets, and is depreciated using the straight-line method over its estimated useful life ranging from 3 to 7 years. Software assets are reviewed for impairment when events or circumstances indicate the carrying value may not be recoverable over the remaining lives of the assets. During the software application development stage, capitalized costs include external consulting costs, costs of software licenses and internal payroll and payroll related costs for employees who are directly associated with a software project. Upgrades and enhancements are capitalized if they result in added functionality which enable the software to perform tasks it was previously incapable of performing. Software maintenance, training, data conversion and business process reengineering costs are expensed in the period in which they are incurred. (h) Goodwill and Other Intangible Assets . The Company reviews the carrying values of goodwill and identifiable intangibles whenever events or changes in circumstances indicate that such carrying values may not be recoverable and annually for goodwill as required by ASC 350, Intangibles — Goodwill and Other . This guidance provides the option to first assess qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying value. If, based on a review of qualitative factors, it is more likely than not that the fair value of a reporting unit is less than its carrying value, we perform a quantitative analysis. If the carrying value of a reporting unit exceeds its fair value, we measure any goodwill impairment loss as the amount by which the carrying amount of a reporting unit exceeds its fair value, not to exceed the total amount of goodwill allocated to that reporting unit. Unforeseen events, changes in circumstances, market conditions and material differences in the value of intangible assets due to changes in estimates of future cash flows could negatively affect the fair value of the Company’s assets and result in a non-cash impairment charge. Some factors considered important that could trigger an impairment review include the following: significant underperformance relative to expected historical or projected future operating results, significant changes in the manner of the Company’s use of acquired assets or the strategy for its overall business and significant negative industry or economic trends. (i) Leases . The Company has leases for certain office, manufacturing, warehouse and distribution locations, and vehicles and equipment, including fleet vehicles. Many of these leases have options to terminate prior to or extend beyond the end of the term. The exercise of the majority of lease renewal options is at the Company’s sole discretion. Some lease agreements have variable payments, the majority of which are real estate agreements in which future increases in rent are based on an index. Our lease agreements do not contain any material residual value guarantees or material restrictive covenants. The Company accounts for lease and non-lease components as a single lease component for all leases other than leases of durable tooling. The Company has elected to exclude leases with an initial term of 12 months or less from the consolidated balance sheets and recognizes related lease payments in the consolidated statements of operations on a straight-line basis over the lease term. Operating lease liabilities are recognized based on the present value of the future minimum lease payments over the reasonably expected holding period at the commencement date of the leases. Few of the Company’s lease contracts provide a readily determinable implicit rate. As such, an estimated incremental borrowing rate (“IBR”) is utilized, based on information available at the inception of the lease. The incremental borrowing rate represents an estimate of the interest rate we would incur at lease commencement to borrow an amount equal to the lease payments on a collateralized basis over the term of the lease. Accounting for leases requires judgment, including determining whether a contract contains a lease, the incremental borrowing rates to utilize for leases without a stated implicit rate, the reasonably certain holding period for a leased asset, and the allocation of consideration to lease and non-lease components. The allocation of the lease and non-lease components for durable tooling is based on the Company’s best estimate of standalone price. (j) Revenue Recognition . The Company enters into contracts that pertain to products, which are accounted for as separate performance obligations and are typically one year or less in duration. Given the nature of the Company's sales arrangements, we are not required to exercise significant judgment in determining the timing for the satisfaction of performance obligations or the transaction price. Revenue is measured as the amount of consideration expected to be received in exchange for our products. Revenue is generally recognized when the product has shipped from the Company’s facility and control has transferred to the customer. For certain products, it is industry practice that customers take title to products upon delivery, at which time revenue is then recognized by the Company. For a portion of the Company's business, when the Company processes customer owned material, control is deemed to transfer to the customer as the processing is being completed. Allowances for cash discounts, volume rebates and other customer incentive programs, as well as gross customer returns, among others, are recorded as a reduction of sales at the time of sale based upon the estimated future outcome. Cash discounts, volume rebates and other customer incentive programs are based upon certain percentages agreed upon with the Company’s various customers, which are typically earned by the customer over an annual period. The Company’s revenues are adjusted for variable consideration, which includes customer volume rebates and prompt payment discounts. The Company measures variable consideration by estimating expected outcomes using analysis and inputs based upon anticipated performance, historical data, and current and forecasted information. Customer returns are recorded as a reduction to sales on an actual basis throughout the year and also include an estimate at the end of each reporting period for future customer returns related to sales recorded prior to the end of the period. The Company generally estimates customer returns based upon the time lag that historically occurs between the sale date and the return date, while also factoring in any new business conditions that might impact the historical analysis such as new product introduction. Measurement of variable consideration is reviewed by management periodically and revenue is adjusted accordingly. The Company does not have significant financing components. The Company recognizes installation revenue, primarily within the stone veneer business, over the period for which the stone is installed, which is typically a very short duration. Shipping and handling activities performed by the Company are considered activities to fulfill the sales of our products. Amounts billed for shipping and handling are included in net sales, while costs incurred for shipping and handling are included in cost of sales. In accordance with certain contractual arrangements, the Company receives payment from our customers in advance related to performance obligations that are to be satisfied in the future and recognizes such payments as deferred revenue, primarily related to the Company’s weathertightness warranties (see Warranty accounting policies below ). A portion of the Company’s revenue, exclusively within the Commercial segment, includes multiple-element revenue arrangements due to multiple deliverables. Each deliverable is generally determined based on customer-specific manufacturing and delivery requirements. Because the separate deliverables have value to the customer on a stand-alone basis, they are typically considered separate units of accounting. A portion of the entire job order value is allocated to each unit of accounting. Revenue allocated to each deliverable is recognized upon shipment. The Company uses estimated selling price (“ESP”) based on underlying cost plus a reasonable margin to determine how to separate multiple-element revenue arrangements into separate units of accounting, and how to allocate the arrangement consideration among those separate units of accounting. The Company determines ESP based on normal pricing and discounting practices. The following table presents disaggregated revenue disclosure details of net sales by segment (in thousands): Year Ended December 31, December 31, December 31, Windows Net Sales Disaggregation: Vinyl windows $ 2,190,887 $ 1,763,565 $ 1,838,796 Aluminum windows 85,735 74,672 53,622 Other 45,655 51,388 38,029 Total $ 2,322,277 $ 1,889,625 $ 1,930,447 Siding Net Sales Disaggregation: Vinyl siding $ 667,284 $ 523,724 $ 525,005 Metal 293,427 255,267 263,018 Injection molded 75,361 66,672 66,578 Stone 87,948 86,457 92,228 Other products & services (1) 240,060 209,826 164,578 Total $ 1,364,080 $ 1,141,946 $ 1,111,407 Commercial Net Sales Disaggregation: Metal building products (2) $ 1,473,662 $ 1,107,733 $ 1,249,757 Insulated metal panels (3) 208,220 348,640 441,441 Metal coil coating 214,898 129,425 156,695 Total $ 1,896,780 $ 1,585,798 $ 1,847,893 Total Net Sales: $ 5,583,137 $ 4,617,369 $ 4,889,747 (1) Other products & services primarily consist of installation of stone veneer products. (2) The Company’s roll-up sheet doors (“DBCI”) business is only included in the results of operations through August 17, 2021 as a result of divestiture. See Note 5 — Divestitures for more information. The net sales of UCC, which was acquired on December 3, 2021, are included from the date of acquisition. See Note 4 — Acquisitions for more information. (3) The Company’s insulated metal panels (“IMP”) business is only included in the results of operations through August 8, 2021 as a result of divestiture. See Note 5 — Divestitures for more information. (k) Deferred Financing Costs. Deferred financing costs generally comprising facility, agency, and certain legal fees associated with issuing new debt and debt restructuring, are amortized over the contractual term of the related agreement using the effective interest method. See Note 13 — Long-Term Debt . (l) Cost of Sales . Cost of sales includes the cost of inventory sold during the period, including costs for manufacturing, inbound freight, receiving, inspection, warehousing, and internal transfers less vendor rebates. Costs associated with shipping and handling the Company’s products are also included in cost of sales. Purchasing costs and engineering and drafting costs are included in selling, general and administrative expense. (m) Warranty . The Company offers a number of warranties associated with the products it sells. The specific terms and conditions of these warranties vary depending on the product sold. The Company’s warranty liabilities are undiscounted and adjusted for inflation based on third party actuarial estimates. Factors that affect the Company’s warranty liabilities include the number of units sold, historical and anticipated rates of warranty claims, cost per claim and new product introduction. Warranties are normally limited to replacement or service of defective components for the original customer. Some warranties are transferable to subsequent owners and are generally limited to ten years from the date of manufacture or require pro-rata payments from the customer. A provision for estimated warranty costs is recorded based on historical experience and the Company periodically adjusts these provisions to reflect actual experience. Warranty costs are included within cost of goods sold. The Company assesses the adequacy of the recorded warranty claims and adjusts the amounts as necessary. Separately, upon the sale of a weathertightness warranty in the Commercial segment, the Company records the resulting revenue as deferred revenue, which is included in other accrued expenses and other long-term liabilities on the consolidated balance sheets depending on when the revenues are expected to be recognized. See Note 12 — Warranty . (n) Insurance . Group medical insurance is purchased through Blue Cross Blue Shield (“BCBS”). The plans include a Preferred Provider Organization Plan (“PPO”) and a Consumer Driven Health Plan (“CDHP”). These plans are managed-care plans utilizing networks to achieve discounts through negotiated rates with the providers within these networks. The claims incurred under these plans are self-funded for the first $500,000. The Company purchases individual stop loss reinsurance to limit the claims liability to $500,000 per covered individual per year. BCBS administers all claims, including claims processing, utilization review and network access charges. Insurance is purchased for workers compensation and employer liability, general liability, property and auto liability. The Company utilizes either deductibles or self-insurance retentions (“SIR”) to limit the exposure to catastrophic loss. The workers compensation insurance has a $1,000,000 per-occurrence deductible. The property and auto liability insurances have per-occurrence deductibles of $500,000 each. The general liability insurance has a $1,000,000 SIR. Umbrella insurance coverage is purchased to protect us against claims that exceed the Company’s per-occurrence or aggregate limits set forth in the Company’s respective policies. All claims are adjusted utilizing a third-party claims administrator and insurance carrier claims adjusters. Each reporting period, the Company records the costs of its health insurance plan, including paid claims, an estimate of the change in incurred but not reported (“IBNR”) claims, and administrative fees, when applicable, (collectively the “Plan Costs”) as general and administrative expenses on the consolidated statements of operations. The estimated IBNR claims are based upon (i) the level of paid claims under the plan over the prior 36 months, (ii) an estimated lag factor and (iii) an estimate of incurred and reported but not yet paid claims. The Company uses an actuary to determine the claims lag and estimated liability for IBNR claims. For workers’ compensation costs, the Company monitors the number of accidents and the severity of such accidents to develop appropriate estimates for expected costs to provide both medical care and indemnity benefits, when applicable, for the period of time that an employee is incapacitated and unable to work. These accruals are developed using independent third-party actuarial estimates of the expected cost for similar disabilities. For general liability and automobile claims, accruals are developed based on independent third-party actuarial estimates of the expected cost to resolve each claim, including damages and defense costs, based on legal and industry trends and the nature and severity of the claim. Accruals also include estimates for IBNR claims, and taxes and administrative fees, when applicable. Each reporting period, the Company records the costs of our workers’ compensation, general liability and automobile claims, including paid claims, an estimate of the change in IBNR claims, taxes and administrative fees as general and administrative expenses on the consolidated statements of operations. (o) Advertising Costs . Advertising costs are expensed as incurred. Advertising expense was $16.9 million, $15.1 million and $28.6 million in fiscal 2021, 2020 and 2019, respectively. (p) Impairment of Long-Lived Assets . The Company assesses impairment of property, plant and equipment at an asset group level in accordance with the provisions of ASC 360, Property, Plant and Equipment. The Company assesses the recoverability of the carrying amount of property, plant and equipment if certain events or changes in circumstances indicate that the carrying value of such asset groups may not be recoverable, such as a significant decrease in market value of the asset groups or a significant change in our business conditions. If it is determined that the carrying value of an asset group is not recoverable based on expected undiscounted future cash flows, excluding interest charges, an impairment loss equal to the excess of the carrying amount of the asset group over its fair value is recorded. The fair value of an asset group is determined based on prices of similar assets adjusted for their remaining useful life. (q) Share-Based Compensation . Compensation expense is recorded for restricted stock awards under the fair value method. Compensation expense for performance stock units (“PSUs”) is recorded based on the probable outcome of the performance conditions associated with the respective shares, as determined by management. See Note 9 — Share-Based Compensation . (r) Foreign Currency Remeasurement and Translation . The functional currency for the Company’s Canadian operations is the Canadian dollar. Translation adjustments resulting from translating the functional currency financial statements into U.S. dollar equivalents are reported separately in accumulated other comprehensive income (loss) in stockholders’ equity. The net foreign currency gains (losses) included in net income (loss) for fiscal 2021, 2020 and 2019 were $(3.1) million, $1.1 million and $1.2 million, respectively. Net foreign currency translation adjustments, net of tax, and included in other comprehensive income (loss) were $6.6 million, $17.3 million and $3.2 million for the fiscal 2021, 2020 and 2019, respectively. The functional currency for the Company’s Mexico operations is the U.S. dollar. Adjustments resulting from the remeasurement of the local currency financial statements into the U.S. dollar functional currency, which uses a combination of current and historical exchange rates, are included in net income (loss) in the current period. Net foreign currency remeasurement gains (losses) were $(0.6) million, $0.2 million and $0.9 million for fiscal 2021, 2020 and 2019, respectively. (s) Contingencies . The Company establishes reserves for estimated loss contingencies and unasserted claims when it believes a loss is probable and the amount of the loss can be reasonably estimated. The Company’s contingent liability reserves are related primarily to litigation and environmental matters. Revisions to contingent liability reserves are reflected in income in the period in which there are changes in facts and circumstances that affect our previous assumptions with respect to the likelihood or amount of loss. Reserves for contingent liabilities are based upon assumptions and estimates regarding the probable outcome of the matter. The Company estimates the probability by evaluating historical precedent as well as the specific facts relating to each particular contingency (including the opinion of outside advisors, professionals and experts). Should the outcome differ from the assumptions and estimates or other events result in a material adjustment to the accrued estimated reserves, revisions to the estimated reserves for contingent liabilities would be required and would be recognized in the period the new information becomes known. (t) Income taxes . The determination of the Company’s provision for income taxes requires significant judgment, the use of estimates and the interpretation and application of complex tax laws. The amounts recorded in our consolidated financial statements reflect estimates of final amounts due to timing of completion and filing of actual income tax returns. Estimates are required with respect to, among other things, the appropriate state income tax rates used in the various states in which we and our subsidiaries are required to file, the potential utilization of operating and capital loss carry-forwards for federal, state, and foreign income tax purposes and valuation allowances required, if any, for tax assets that may not be realized in the future. The Company establishes reserves when, despite our belief that our tax return positions are fully supportable, certain positions could be challenged, and the positions may not be fully sustained. The Company’s provision for income taxes reflects a combination of income earned and taxed in the various U.S. federal and state, Canadian federal and provincial, Mexican federal and other jurisdictions. Jurisdictional tax law changes, increases or decreases in permanent differences between book and tax items, accruals or adjustments of accruals for tax contingencies or valuation allowances, and the change in the mix of earnings from these taxing jurisdictions all affect the overall effective tax rate. In assessing the realizability of deferred tax assets, the Company considers whether it is more likely than not that some portion, or all, of the deferred tax assets will not be realized. The Company considers all available evidence, both positive and negative, in determining whether a valuation allowance is required. Such evidence includes the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment, and judgment is required in considering the relative weight of negative and positive evidence. (u) Acquisitions . The Company records acquisitions resulting in the consolidation of a business using the acquisition method of accounting. Under this method, we record the assets acquired, including intangible assets that can be identified and named, and liabilities assumed based on their estimated fair values at the date of acquisition. Various fair value assumptions are used in the determination of these estimated fair values, including items such as sales growth rates, cost synergies, discount rates and other prospective financial information. The purchase price in excess of the fair value of the assets acquired and liabilities assumed is recorded as goodwill. We believe these estimates are based upon reasonable assumptions; however, they |
ACCOUNTING PRONOUNCEMENTS
ACCOUNTING PRONOUNCEMENTS | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Changes and Error Corrections [Abstract] | |
Accounting Pronouncements | ACCOUNTING PRONOUNCEMENTS Adopted Accounting Pronouncements In December 2019, the Financial Accounting Standards Board ("FASB") issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes, which simplifies the accounting for income taxes by removing certain exceptions to the general principles in Topic 740 and also improves consistent application of and simplifies U.S. GAAP for other areas of Topic 740 by clarifying and amending existing guidance. Effective January 1, 2021, the Company adopted this guidance. The application of ASU 2019-12 did not have a material effect on the consolidated financial statements. Recent Accounting Pronouncements In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting , which provides optional guidance to ease the potential burden in accounting for reference rate reform on financial reporting. In January 2021, the FASB issued ASU 2021-01, Reference Rate Reform (Topic 848): Scope, which clarifies that certain optional expedients and exceptions in Topic 848 for contract modifications and hedge accounting apply to derivatives that are affected by the reference rate transition. The amendments in these ASUs are elective, apply to all entities that have contracts, hedging relationships, and other transactions that reference LIBOR or another reference rate expected to be discontinued because of rate reform, and may be adopted as of March 12, 2020 through December 31, 2022. The Company is evaluating the impact of electing to apply the amendments. In October 2021, the FASB issued ASU 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers , which requires the recognition and measurement of contract assets and contract liabilities acquired in a business combination in accordance with ASC 606, Revenue from Contracts with Customers . This creates an exception to the general recognition and measurement principles in ASC 805. The Company will be required to adopt this guidance in the annual and interim periods for the fiscal year ending December 31, 2023, with early adoption permitted. The amendments in this ASU should be applied prospectively to business combinations occurring on or after the effective date of the amendments. The Company does not anticipate that the adoption of this guidance will have a material impact on the consolidated financial statements. |
ACQUISITIONS
ACQUISITIONS | 12 Months Ended |
Dec. 31, 2021 | |
Business Combination and Asset Acquisition [Abstract] | |
ACQUISITIONS | ACQUISITIONS Union Corrugating Company Holdings, Inc. On December 3, 2021, the Company completed its acquisition of 100% of the issued and outstanding common stock of Union Corrugating Company Holdings, Inc. (“UCC”) for a purchase price of $216.8 million, subject to customary adjustments that have not been finalized as of December 31, 2021. UCC is a leading provider of residential metal roofing, metal buildings, and roofing components. The addition of UCC advances our growth strategy by expanding our offering to customers in the high growth metal roofing market. This acquisition was funded through cash available on the balance sheet. The Company reports UCC results within the Commercial segment. The Company preliminarily determined the fair value of the tangible and intangible assets and the liabilities acquired, and recorded goodwill based on the excess of the fair value of the acquisition consideration over such fair values, as follows (in thousands): Assets acquired: Cash $ 19,594 Accounts receivable 20,821 Other receivables 16 Inventories 68,727 Prepaid expenses and other current assets 1,356 Property, plant and equipment 24,184 Lease right of use assets 37,964 Goodwill 140,342 Other assets 94 Total assets acquired 313,098 Liabilities assumed: Accounts payable 32,732 Accrued expenses 22,427 Deferred income taxes 1,289 Current portion of lease liability 3,859 Other current liabilities 1,852 Non-current portion of lease liabilities 34,105 Total liabilities assumed 96,264 Net assets acquired $ 216,834 The $140.3 million of preliminary goodwill was allocated to the Commercial segment. Goodwill from this acquisition is not deductible for tax purposes. The goodwill is primarily attributable to the synergies expected to be realized. During the year ended December 31, 2021, UCC contributed net sales of $21.9 million and net income of $1.8 million, which have been included within the Company’s consolidated statements of operations. During the year ended December 31, 2021, the Company incurred $1.0 million of acquisition-related costs for UCC, all of which are recorded in strategic development and acquisition related costs in the Company’s consolidated statements of operations. Due to the recent closing of the UCC transaction, the purchase price allocation is preliminary and will be finalized when valuations are complete and final assessment of the fair value of acquired assets and assumed liabilities are completed. There can be no assurance that such finalization will not result in material changes from the preliminary purchase price allocation. The Company’s estimates and assumptions are subject to change during the measurement period (up to one year from the acquisition date) as the Company finalizes the valuations of accounts receivable, other receivables, inventories, prepaid expenses and other current assets, property, plant and equipment, lease right of use assets, goodwill, intangible assets, other assets, accounts payable, accrued expenses, other current liabilities, other long-term liabilities, lease liabilities, and deferred income taxes. Cascade Windows On August 20, 2021, the Company completed its acquisition of Cascade Windows, Inc. (“Cascade Windo ws”) for $239.5 million in cash and a working capital adjustment that has not been finalized as of December 31, 2021. Cascade Windows serves the residential new construction and repair and remodel markets with energy efficient vinyl window and door products from various manufacturing facilities in the United States, expanding our manufacturing capabilities and creating new opportunities for us in the Western United States. This acquisition was funded through cash available on the balance sheet. The Company reports Cascade Windows’ results within the Windows segment. The Company preliminarily determined the fair value of the tangible and intangible assets and the liabilities acquired, and recorded goodwill based on the excess of the fair value of the acquisition consideration over such fair values, as follows (in thousands): Assets acquired: Cash $ 2,838 Accounts receivable 17,398 Other receivables 409 Inventories 16,278 Prepaid expenses and other current assets 1,538 Property, plant and equipment 18,300 Lease right of use assets 21,849 Intangible assets (trade names/customer relationships) 137,660 Goodwill 110,816 Other assets 500 Total assets acquired 327,586 Liabilities assumed: Accounts payable 17,680 Accrued expenses 7,488 Deferred income taxes 33,221 Current portion of lease liability 247 Other current liabilities 2,349 Non-current portion of lease liabilities 19,926 Other long-term liabilities 7,211 Total liabilities assumed 88,122 Net assets acquired $ 239,464 The $110.8 million of preliminary goodwill was allocated to the Windows segment. Goodwill from this acquisition is not deductible for tax purposes. The goodwill is primarily attributable to the synergies expected to be realized. During the year ended December 31, 2021, Cascade Windows contributed net sales of $57.4 million and a net loss of $6.2 million, which have been included within the Company’s consolidated statements of operations. During the year ended December 31, 2021, the Company incurred $1.9 million of acquisition-related costs for Cascade Windows, $1.2 million of which are recorded in strategic development and acquisition related costs in the Company’s consolidated statements of operations. The purchase price allocation for the acquisition of Cascade Windows remains subject to further adjustments, primarily associated with the finalization of the working capital adjustment, therefore the measurement period remained open as of December 31, 2021. The Company anticipates completing the acquisition accounting adjustments during the first half of fiscal 2022. Prime Windows On April 30, 2021, the Company acquired Prime Windows LLC (“Prime Windows”) for total consideration of $93.0 million, exclusive of a $2.0 million working capital adjustment that was finalized as of December 31, 2021. Prime Windows serves residential new construction and repair and remodel markets with energy efficient vinyl window and door products from two manufacturing facilities in the United States, expanding our manufacturing capabilities and creating new opportunities for us in the Western United States. This acquisition was funded through borrowings under the Company’s existing credit facilities. Prime Windows’ results are reported within the Windows segment. The Company preliminarily determined the fair value of the tangible and intangible assets and the liabilities acquired, and recorded goodwill based on the excess of the fair value of the acquisition consideration over such fair values, as follows (in thousands): Assets acquired: Cash $ 997 Accounts receivable 5,500 Inventories 4,446 Prepaid expenses and other current assets 823 Property, plant and equipment 2,500 Lease right of use assets 2,787 Intangible assets (trade names/customer relationships) 51,600 Goodwill 33,148 Other assets 50 Total assets acquired 101,851 Liabilities assumed: Accounts payable 1,676 Other accrued expenses 1,679 Lease liabilities 2,637 Other long-term liabilities 829 Total liabilities assumed 6,821 Net assets acquired $ 95,030 The $33.1 million of goodwill was allocated to the Windows segment. Goodwill from this acquisition is expected to be deductible for tax purposes. The goodwill is primarily attributable to the synergies expected to be realized. During the year ended December 31, 2021, Prime Windows contributed net sales of $55.8 million and net income of $5.3 million, which have been included within the Company’s consolidated statements of operations. The Company incurred $1.0 million of acquisition-related costs for Prime Windows during the year ended December 31, 2021, $0.7 million of which are recorded in strategic development and acquisition related costs in the Company’s consolidated statements of operations. The fair value of all assets acquired and liabilities assumed was finalized during the fourth quarter of 2021. Kleary On March 2, 2020, the Company acquired 100% of the issued and outstanding shares of the common stock of Kleary Masonry, Inc. (“Kleary”) for total consideration of $40.0 million, exclusive of the $2.0 million working capital adjustment that was finalized during the three months ended July 4, 2020. The transaction was financed with cash on hand and through borrowings under the Company’s asset-based revolving credit facility. Kleary’s results are reported within the Siding segment. The Company determined the fair value of the tangible and intangible assets and the liabilities acquired, and recorded goodwill based on the excess of the fair value of the acquisition consideration over such fair values, as follows (in thousands): Assets acquired: Cash $ 143 Accounts receivable 7,135 Inventories 670 Prepaid expenses and other current assets 277 Property, plant and equipment 1,042 Lease right of use assets 445 Intangible assets (trade names/customer relationships) 22,350 Goodwill 12,539 Total assets acquired 44,601 Liabilities assumed: Accounts payable 1,149 Other accrued expenses 1,020 Lease liabilities 339 Other long-term liabilities 109 Total liabilities assumed 2,617 Net assets acquired $ 41,984 The $12.5 million of goodwill was allocated to the Siding segment and will be deductible for tax purposes. The goodwill is attributable to the workforce of the acquired business and the synergies expected to be realized. The fair value of all assets acquired and liabilities assumed was finalized during the first quarter of 2021. During the year ended December 31, 2020, the Company incurred $10.2 million of acquisition-related costs for Kleary, primarily consisting of a contingent earnout, wh ich are recorded in strategic development and acquisition related costs in the Company’s consolidated statements of operations. Strategic development and acquisition related costs for the year ended December 31, 2021 included a reduction of $4.2 million to the previously estimated accrual to reflect the final contingent earnout for the Kleary acquisition at approximately $5.4 million, which was paid as of October 2, 2021. Environmental Stoneworks On January 12, 2019, the Company entered into a Unit Purchase Agreement (the “Purchase Agreement”) with Environmental Materials, LLC, a Delaware limited liability company (“Environmental Stoneworks”), the Members of Environmental Materials, LLC (the “Sellers”) and Charles P. Gallagher and Wayne C. Kocourek, solely in their capacity as the Seller Representative (as defined in the Purchase Agreement), pursuant to which, on February 20, 2019, the Company’s wholly-owned subsidiary, Ply Gem Industries, Inc., purchased from the Sellers 100% of the outstanding limited liability company interests of Environmental Stoneworks for total consideration of $182.6 million, subject to certain post-closing adjustments. The transaction was financed through borrowings under the Company’s asset-based revolving credit facility. Environmental Stoneworks’ results are reported within the Siding segment. The Company determined the fair value of the tangible and intangible assets and the liabilities acquired, and recorded goodwill based on the excess of fair value of the acquisition consideration over such fair values, as follows (in thousands): Assets acquired: Restricted cash $ 3,379 Accounts receivable 16,825 Inventories 13,062 Prepaid expenses and other current assets 3,677 Property, plant and equipment 14,295 Lease right-of-use assets 11,372 Intangible assets (trade names/customer relationships) 91,170 Goodwill 63,543 Deferred taxes 474 Other assets 157 Total assets acquired 217,954 Liabilities assumed: Accounts payable 5,910 Other accrued expenses 14,666 Lease liabilities 11,365 Other long-term liabilities 3,450 Total liabilities assumed 35,391 Net assets acquired $ 182,563 The $63.5 million of goodwill was allocated to the Siding segment and is expected to be deductible for tax purposes. The goodwill is attributable to the workforce of the acquired business and the synergies expected to be realized. Unaudited Pro Forma Financial Information The following table provides unaudited supplemental pro forma results for the Company for the years ended December 31, 2021, 2020 and 2019 as if the UCC, Cascade Windows, Prime Windows, Kleary and Environmental Stoneworks acquisitions had occurred on January 1, 2019 (in thousands except for per share data): Year Ended December 31, December 31, December 31, Net sales $ 5,977,230 $ 5,056,390 $ 5,387,135 Net income (loss) applicable to common shares 663,273 (480,289) 26,688 Net income (loss) per common share: Basic $ 5.26 $ (3.83) $ 0.21 Diluted $ 5.23 $ (3.83) $ 0.21 The unaudited supplemental pro forma financial information was prepared based on the historical information of the Company, UCC, Cascade Windows, Prime Windows, Kleary and Environmental Stoneworks. The unaudited supplemental pro forma financial information does not give effect to the potential impact of current financial conditions, any anticipated synergies, operating efficiencies or cost savings that may result from the acquisitions or any integration costs. Unaudited pro forma balances are not necessarily indicative of operating results had the UCC, Cascade Windows, Prime Windows, Kleary and Environmental Stoneworks acquisitions occurred on January 1, 2019 or of future results. |
DIVESTITURES
DIVESTITURES | 12 Months Ended |
Dec. 31, 2021 | |
Business Combination and Asset Acquisition [Abstract] | |
DIVESTITURES | DIVESTITURESOn August 9, 2021, the Company completed the sale of its IMP business for cash proceeds of $1.0 billion. On August 18, 2021, the Company completed the sale of its DBCI business for cash proceeds of $168.9 million. The IMP and DBCI businesses were within the Company’s Commercial segment. For the year ended December 31, 2021, the Company recognized a pre-tax gain of $679.8 million for the IMP divestiture and $151.5 million for the DBCI divestiture, which are included in gain on divestitures in the consolidated statements of operations. As part of the consideration received for the sale of the IMP business, we entered into a short-term agreement with the purchaser to supply steel for the IMP business. We recognized approximately $15.5 million in net sales under the supply agreement, which ended in December 2021. For the year ended December 31, 2021, the Company incurred $21.3 million of divestiture-related costs, which are recorded in strategic development and acquisition related costs in the Company’s consolidated statements of operations. The divested businesses did not represent strategic shifts that have a major effect on our operations and financial results, so they were not presented as discontinued operations. |
RESTRUCTURING AND IMPAIRMENT
RESTRUCTURING AND IMPAIRMENT | 12 Months Ended |
Dec. 31, 2021 | |
Restructuring and Related Activities [Abstract] | |
RESTRUCTURING AND IMPAIRMENT | RESTRUCTURING AND IMPAIRMENT The Company has various initiatives and programs in place within its business units to reduce SG&A, manufacturing costs and to optimize the Company’s combined manufacturing footprint. During the year ended December 31, 2021, the Company incurred restructuring charges of $1.3 million, $14.2 million and $10.1 million in the Windows, Siding and Commercial segments, respectively, and $0.6 million in corporate restructuring charges. Restructuring charges incurred to date since the current restructuring initiatives began in 2019 are $78.6 million. The following table summarizes the costs related to those restructuring initiatives and programs for periods indicated (in thousands): Year Ended Cost December 31, 2021 Severance $ 3,696 $ 39,927 Asset impairments 22,210 30,078 Gain on sale of facilities, net — (1,298) Other restructuring costs 341 9,877 Total restructuring costs $ 26,247 $ 78,584 For the year ended December 31, 2021, total restructuring costs are recorded within restructuring and impairment costs in the consolidated statement of operations. The asset impairments of $22.2 million for the year ended December 31, 2021 included right-of-use lease assets in the Windows segment of $0.3 million; certain product line assets in the Siding segment for which the fair value of the assets was below their carrying amounts by $14.0 million; assets in the Commercial segment that were recorded at fair value less cost to sell, which was less than the assets’ carrying amount by $6.4 million; and the write-off of previously capitalized software development costs in the Commercial segment of $1.5 million. The following table summarizes our severance liability, included within other accrued expenses on the consolidated balance sheets, and cash payments made pursuant to the restructuring plans from inception through December 31, 2021 (in thousands): Windows Siding Commercial Corporate Total Balance, December 31, 2018 $ — $ 85 $ — $ 2,333 $ 2,418 Costs incurred 1,094 1,834 2,721 4,009 9,658 Cash payments (676) (1,437) (2,721) (4,579) (9,413) Balance, December 31, 2019 $ 418 $ 482 $ — $ 1,763 $ 2,663 Costs incurred 4,294 2,705 16,561 3,013 26,573 Cash payments (4,406) (2,352) (14,570) (4,346) (25,674) Balance, December 31, 2020 $ 306 $ 835 $ 1,991 $ 430 $ 3,562 Costs incurred 971 264 2,004 457 3,696 Cash payments (1,262) (904) (2,473) (587) (5,226) Balance, December 31, 2021 $ 15 $ 195 $ 1,522 $ 300 $ 2,032 We expect to fully execute our restructuring initiatives and programs over the next 12 to 24 months and we may incur future additional restructuring charges associated with these plans. We are unable at this time to make a good faith |
GOODWILL AND OTHER INTANGIBLE A
GOODWILL AND OTHER INTANGIBLE ASSETS | 12 Months Ended |
Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
GOODWILL AND OTHER INTANGIBLE ASSETS | GOODWILL AND OTHER INTANGIBLE ASSETS The Company’s goodwill balance and changes in the carrying amount of goodwill by segment follows (in thousands): Windows Siding Commercial Total Balance, December 31, 2019 $ 714,023 $ 807,280 $ 148,291 $ 1,669,594 Goodwill recognized from acquisition — 12,539 — 12,539 Impairment (320,990) (176,774) (5,407) (503,171) Currency translation 3,991 10,000 — 13,991 Purchase accounting adjustments from prior year acquisitions — 1,776 — 1,776 Balance, December 31, 2020 $ 397,024 $ 654,821 $ 142,884 $ 1,194,729 Goodwill recognized from acquisitions 143,964 122 140,342 284,428 Divestiture — — (121,464) (121,464) Currency translation 208 155 — 363 Balance, December 31, 2021 $ 541,196 $ 655,098 $ 161,762 $ 1,358,056 As a result of the decline in the Company’s market valuation and near-term economic uncertainties related to the COVID-19 pandemic, during the first quarter of fiscal 2020, the Company determined that an interim goodwill impairment test was necessary. The Company determined that deterioration in discount rates and market multiples during the three months ended April 4, 2020 from the COVID-19 pandemic driven economic uncertainty when combined with lower forecasted discounted cash flows, decreased the fair values of the Company’s reporting units. The Company performed an impairment evaluation by comparing the fair market value of its reporting units, as determined using an equally weighted discounted cash flow model and a market approach, to its carrying value. It was determined that the Siding, Windows and Metal Coil Coating reporting units' carrying value each exceeded their fair value. As a result of this analysis, the Company recorded a goodwill impairment charge of approximately $321.0 million for the Windows reporting unit, $176.8 million for the Siding reporting unit, and $5.4 million for the Metal Coil Coating reporting unit (which is within the Commercial segment). This non-cash charge did not affect the Company’s cash position, liquidity or debt covenant compliance, nor did it have any impact on future operations. In addition to interim impairment tests under ASC 350, Intangibles — Goodwill and Other , the Company evaluated its property and equipment and intangible assets for impairment during the first quarter of fiscal 2020 in accordance with ASC 360, Property, Plant and Equipment . This analysis was triggered by a decrease in projected cash flows due to the depressed construction market. The impairment test results did not indicate that an impairment existed other than the $3.1 million included in restructuring and impairment charges, net, in the Company’s consolidated statement of operations for the three months ended April 4, 2020. The Company performed its annual impairment assessment of goodwill during the fourth quarter of fiscal 2021 and 2020. The Company performed the annual impairment testing on each of its reporting units that had goodwill balances. The fair value of the Company’s reporting units is based on a blend of estimated discounted cash flows and a market approach. The results from each of these models are then weighted and combined into a single estimate of fair value for the Company’s reporting units. Estimated discounted cash flows are based on projected sales and related cost of sales. Publicly traded company multiples and acquisition multiples are derived from information on traded shares and analysis of recent acquisitions in the marketplace, respectively, for companies with operations similar to ours. The primary assumptions used in these various models include earnings multiples of acquisitions in a comparable industry, future cash flow estimates of each of the reporting units, weighted average cost of capital, working capital and capital expenditure requirements. As a result of the annual impairment tests, the Company concluded that the estimated fair value of each of its reporting units exceeded its carrying value. However, there can be no assurance that: 1) valuation multiples will not decline, 2) discount rates will not increase, or 3) the earnings, book values or projected earnings and cash flows of the Company’s reporting units will not decline. The Company will continue to analyze changes to these assumptions in future periods. The table that follows presents the major components of intangible assets as of December 31, 2021 and 2020 (in thousands). Intangible assets that are fully amortized are removed from the disclosures. Range of Life (Years) Weighted Average Amortization Period (Years) Cost Accumulated Amortization Net Carrying Value As of December 31, 2021 Amortized intangible assets: Trademarks/Trade names/other 3 – 15 7 $ 241,727 $ (76,574) $ 165,153 Customer lists and relationships 7 – 20 9 1,845,511 (486,029) 1,359,482 Total intangible assets 8 $ 2,087,238 $ (562,603) $ 1,524,635 Range of Life (Years) Weighted Average Amortization Period (Years) Cost Accumulated Amortization Net Carrying Value As of December 31, 2020 Amortized intangible assets: Trademarks/Trade names 5 – 15 8 $ 248,155 $ (51,722) $ 196,433 Customer lists and relationships 7 – 20 9 1,758,611 (370,440) 1,388,171 Total intangible assets 9 $ 2,006,766 $ (422,162) $ 1,584,604 Intangible assets are amortized on a straight-line basis or a basis consistent with the expected future cash flows over their expected useful lives. Amortization expense of intangibles was $189.5 million, $181.0 million and $177.6 million in fiscal 2021, 2020 and 2019, respectively. The Company expects to recognize amortization expense over the next five fiscal years as follows (in thousands): 2022 $ 196,157 2023 196,144 2024 195,487 2025 195,304 2026 195,120 In accordance with ASC 350, Intangibles — Goodwill and Other , the Company evaluates the remaining useful life of intangible assets on an annual basis. The Company reviews finite-lived intangible assets for impairment when events or changes in circumstances indicate the carrying values may not be recoverable in accordance with ASC 360, Property, Plant and Equipment . |
LEASES
LEASES | 12 Months Ended |
Dec. 31, 2021 | |
Leases [Abstract] | |
LEASES | LEASES Weighted average information about the Company’s lease portfolio as of December 31, 2021 was as follows: Weighted-average remaining lease term 6.9 years Weighted-average IBR 5.74 % Operating lease costs were as follows (in thousands): Year Ended December 31, 2021 December 31, 2020 Operating lease costs Fixed lease costs $ 107,938 $ 113,760 Variable lease costs (1) 102,646 70,795 (1) Includes short-term lease costs, which are immaterial. Cash and non-cash activities were as follows (in thousands): Year Ended December 31, 2021 December 31, 2020 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows for operating leases $ 91,024 $ 99,076 Right-of-use assets obtained in exchange for new operating lease liabilities $ 88,826 $ 19,785 Future minimum lease payments under non-cancelable leases as of December 31, 2021 were as follows (in thousands): Operating Leases 2022 $ 89,202 2023 65,893 2024 52,382 2025 43,976 2026 36,016 Thereafter 108,542 Total future minimum lease payments 396,011 Less: interest 71,800 Present value of future minimum lease payments $ 324,211 As of December 31, 2021 Current portion of lease liabilities $ 73,150 Long-term portion of lease liabilities 251,061 Total $ 324,211 |
SHARE-BASED COMPENSATION
SHARE-BASED COMPENSATION | 12 Months Ended |
Dec. 31, 2021 | |
Share-based Payment Arrangement [Abstract] | |
SHARE-BASED COMPENSATION | SHARE-BASED COMPENSATIONOur 2003 Long-Term Stock Incentive Plan, as amended (the “2003 Incentive Plan”), is an equity-based compensation plan that allows us to grant a variety of types of awards, including stock options, restricted stock awards, stock appreciation rights, cash awards, phantom stock awards, restricted stock unit awards (“RSUs”) and long-term incentive awards with performance conditions (“performance share units” or “PSUs”). Awards are generally granted once per year, with the amounts and types of awards determined by the Compensation Committee of our Board of Directors (the “Committee”). In connection with the Merger (as defined herein) with Ply Gem Parent, LLC (“Ply Gem”) , on November 16, 2018, awards were granted to certain senior executives and key employees (the “Founders Awards”), which included stock options, RSUs, and PSUs. A portion of the Founders Awards was not granted under the 2003 Incentive Plan but was instead granted pursuant to a separate equity-based compensation plan, the Long-Term Incentive Plan. These Founders Awards were subject to award agreements with the same terms and provisions as awards of the same type granted under the 2003 Incentive Plan. As of December 31, 2021, and for all periods presented, the Founders Awards and our share-based awards granted under the 2003 Incentive Plan have consisted of RSUs, PSUs and stock options, none of which can be settled through cash payments. Both our stock options and restricted stock awards are subject only to vesting requirements based on continued employment through the end of a specified time period and typically vest in annual increments over three Our time-based restricted stock awards are typically subject to graded vesting over a service period, which is three A total of approximately 6,594,000 and 8,497,000 shares were available at December 31, 2021 and 2020, respectively, under the 2003 Incentive Plan for further grants of awards. Vesting of the PSUs granted as part of the Founders Awards was contingent upon the achievement of synergies captured from the Merger and continued employment. Based on achieved synergies during the period comprising the two fiscal years ended December 31, 2020, the Founders Awards vested at 200% of target amounts in November 2021. Vesting of the PSUs granted under the 2003 Incentive Plan during the years ended December 31, 2021 and 2020 are contingent upon achievement of a cumulative three-year EBITDA growth target with an additional modifier based on total stockholders return. The grant-date fair values of the PSUs granted during the years ended December 31, 2021 and 2020 were determined by Monte Carlo simulations. Stock Option Awards The fair value of each option award is estimated as of the date of grant using a Black-Scholes-Merton option pricing formula. Expected volatility is based on normalized historical volatility of our stock over a preceding period commensurate with the expected term of the option. The risk-free rate for the expected term of the option is based on the U.S. Treasury yield curve in effect at the time of grant. Expected dividend yield was not considered in the option pricing formula since we do not currently pay dividends on our Common Stock and have no current plans to do so in the future. During fiscal 2021, 2020 and 2019, we granted 815,258, 1,120,644 and 359,873 stock options, respectively, and the weighted average grant-date fair value of options granted during fiscal 2021, 2020 and 2019 was $7.38, $2.13 and $1.97, respectively. The assumptions for the option awards granted in fiscal 2021, 2020 and 2019 were as follows: Year Ended December 31, December 31, December 31, Volatility rate 49.03 % 47.52 % 39.87 % Expected term (in years) 6.00 6.00 6.50 Risk-free interest rate 1.02 % 0.48 % 1.73 % The following is a summary of stock option transactions during fiscal 2021, 2020 and 2019 (in thousands, except weighted average exercise prices and weighted average remaining life): Number of Weighted Weighted Aggregate Balance, December 31, 2018 3,297 12.08 Granted 360 4.67 Forfeited (713) 12.16 Cancelled (96) 9.17 Balance, December 31, 2019 2,848 11.22 Granted 1,121 4.86 Forfeited (539) 11.26 Cancelled (215) 11.85 Balance, December 31, 2020 3,215 8.95 Granted 815 15.01 Exercised (301) 10.85 Forfeited (647) 9.17 Cancelled (37) 10.37 Balance, December 31, 2021 3,045 $ 10.28 7.8 $ 21,817 Exercisable at December 31, 2021 1,235 $ 9.23 7.0 $ 10,136 The following summarizes additional information concerning outstanding options at December 31, 2021 (in thousands, except weighted average remaining life and weighted average exercise prices): Options Outstanding Number of Weighted Average Weighted Average 1,119 8.0 years $ 4.91 1,926 7.8 years 13.40 3,045 7.8 years $ 10.28 The following summarizes additional information concerning options exercisable at December 31, 2021 (in thousands, except weighted average exercise prices): Options Exercisable Number of Weighted Average Weighted Average 507 7.8 years $ 4.83 728 6.5 years 12.30 1,235 7.0 years $ 9.23 There were 300,976 options exercised during fiscal 2021 and cash received from the option exercises was $3.3 million. The total intrinsic value of options exercised in fiscal 2021 was $1.5 million. The tax benefit realized for the tax deductions from options exercised totaled $0.6 million for fiscal 2021. No options were exercised during fiscal 2020 and 2019. Restricted stock and performance awards During fiscal 2021, 2020 and 2019, we granted time-based RSUs with a fair value of $18.7 million, $7.0 million and $3.3 million, respectively. During the fiscal 2021, 2020 and 2019, we granted PSUs with fair values of approximately $28.0 million, $5.6 million and $0.4 million, respectively, to certain executives. Restricted stock and performance award transactions during fiscal 2021, 2020 and 2019 were as follows (in thousands, except weighted average grant prices): Restricted Stock and Performance Awards Time-Based Performance-Based Number of Weighted Number of Shares (1) Weighted Balance, December 31, 2018 2,245 $ 12.57 1,037 $ 14.63 Granted 703 5.40 76 4.67 Vested (586) 12.42 (234) 16.30 Forfeited (543) 11.00 (168) 13.09 Balance, December 31, 2019 1,819 $ 10.32 711 $ 13.38 Granted 1,399 5.04 1,068 5.25 Vested (422) 11.77 (192) 19.65 Forfeited (442) 9.76 (212) 8.49 Balance, December 31, 2020 2,354 $ 7.02 1,375 $ 6.93 Granted 1,248 14.97 1,525 24.48 Vested (1,099) 6.23 (763) 10.67 Forfeited (511) 9.64 (698) 11.38 Balance, December 31, 2021 1,992 $ 11.76 1,439 $ 17.73 (1) The number of restricted stock shown reflects the shares that would be granted if the target level of performance is achieved. The number of shares actually issued may vary. Share-Based Compensation Expense Share-based compensation expense is recorded over the requisite service or performance period. For awards with performance conditions, the amount of share-based compensation expense recognized is based upon the probable outcome of the performance conditions, as defined and determined by management. We account for forfeitures of outstanding but unvested grants in the period they occur. Share-based compensation expense recognized during fiscal 2021, 2020 and 2019 was $29.0 million, $17.1 million and $14.1 million, respectively. The total income tax benefit recognized in results of operations for share-based compensation arrangements was $7.5 million, $4.4 million and $3.7 million in fiscal 2021, 2020 and 2019, respectively. Included in the share-based compensation expense during fiscal 2021 were accelerated awards of $1.0 million due to the retirement of the Company’s former CEO and modification of certain awards that included fully vesting certain restricted stock unit awards that would otherwise be forfeited at retirement, extending the post-retirement exercise period for stock options vesting at the retirement date, and allowing continued vesting of certain performance unit award that would otherwise be forfeited at the retirement date. As of December 31, 2021, we do not have any amounts capitalized for share-based compensation cost in inventory or similar assets. Unrecognized share-based compensation expense and weighted average period over which expense attributable to unvested awards will be recognized are as follows (in millions, except weighted average remaining years): Year Ended December 31, 2021 Unrecognized Share-Based Compensation Expense Weighted Average Remaining Years Stock options $ 7.8 2.1 Time-based restricted stock 16.8 2.1 Performance-based restricted stock 19.7 1.6 Total unrecognized share-based compensation expense $ 44.3 |
EARNINGS PER COMMON SHARE
EARNINGS PER COMMON SHARE | 12 Months Ended |
Dec. 31, 2021 | |
Earnings Per Share [Abstract] | |
EARNINGS PER COMMON SHARE | EARNINGS PER COMMON SHARE Basic earnings per common share is computed by dividing net income allocated to common shares by the weighted average number of common shares outstanding. Diluted income per common share, if applicable, considers the dilutive effect of common stock equivalents. The reconciliation of the numerator and denominator used for the computation of basic and diluted income per common share is as follows (in thousands, except per share data): Year Ended December 31, December 31, December 31, Numerator for Basic and Diluted Earnings Per Common Share: Net income (loss) applicable to common shares $ 658,044 $ (482,778) $ (15,390) Denominator for Basic and Diluted Earnings Per Common Share: Weighted average basic number of common shares outstanding 126,058 125,562 125,576 Common stock equivalents: Employee stock options 737 — — Weighted average diluted number of common shares outstanding 126,795 125,562 125,576 Basic earnings (loss) per common share $ 5.22 $ (3.84) $ (0.12) Diluted earnings (loss) per common share $ 5.19 $ (3.84) $ (0.12) Incentive Plan securities excluded from dilution (1) 275 2,559 4,480 (1) Represents securities not included in the computation of diluted earnings per common share because their effect would have been anti-dilutive. We calculate earnings per share using the “two-class” method, whereby unvested share-based payment awards that contain non-forfeitable rights to dividends or dividend equivalents are “participating securities” and, therefore, these participating securities are treated as a separate class in computing earnings per share. The calculation of earnings per share presented here excludes the income attributable to unvested restricted stock units related to our Incentive Plan from the numerator and excludes the dilutive impact of those shares from the denominator. Awards subject to the achievement of performance conditions or market conditions for which such conditions had been met at the end of any of the fiscal periods presented are included in the computation of diluted earnings per common share if their effect was dilutive. |
OTHER ACCRUED EXPENSES
OTHER ACCRUED EXPENSES | 12 Months Ended |
Dec. 31, 2021 | |
Payables and Accruals [Abstract] | |
OTHER ACCRUED EXPENSES | OTHER ACCRUED EXPENSES Other accrued expenses are comprised of the following (in thousands): December 31, December 31, Sales and marketing $ 99,845 $ 69,236 Accrued warranty obligation and deferred warranty revenue 30,181 26,094 Other accrued expenses 190,363 152,563 Total other accrued expenses $ 320,389 $ 247,893 |
WARRANTY
WARRANTY | 12 Months Ended |
Dec. 31, 2021 | |
Product Warranties Disclosures [Abstract] | |
WARRANTY | WARRANTY The following table represents the rollforward of our accrued warranty obligation and deferred warranty revenue activity for the years ended December 31, 2021 and 2020 (in thousands): December 31, December 31, Beginning balance $ 216,230 $ 216,173 Acquisitions 10,518 109 Warranties sold 1,986 2,677 Revenue recognized (2,650) (2,746) Expense 26,129 28,566 Settlements (31,612) (28,549) Divestiture (2,245) — Ending balance 218,356 216,230 Less: current portion 30,181 26,094 Total warranty, less current portion $ 188,175 $ 190,136 The current portion of the warranty liabilities is recorded within other accrued expenses and the long-term portion of the warranty liabilities is recorded within other long-term liabilities on the Company’s consolidated balance sheets. |
LONG-TERM DEBT
LONG-TERM DEBT | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
LONG-TERM DEBT | LONG-TERM DEBT Debt is comprised of the following (in thousands): December 31, December 31, Term loan facility due April 2028 $ 2,580,500 $ 2,497,967 8.00% senior notes due April 2026 — 645,000 6.125% senior notes due January 2029 500,000 500,000 Less: unamortized discounts and unamortized deferred financing costs (1) (43,657) (53,938) Total long-term debt, net of unamortized discounts and unamortized deferred financing costs 3,036,843 3,589,029 Less: current portion of long-term debt 26,000 25,600 Total long-term debt, less current portion $ 3,010,843 $ 3,563,429 (1) Includes the unamortized discounts and unamortized deferred financing costs associated with the term loan facility, the 8.00% senior notes due April 2026 (included in the December 31, 2020 balance only as the notes were redeemed in full in April 2021), and the 6.125% senior notes due January 2029. The unamortized deferred financing costs associated with the asset-based and revolving credit facilities of $1.3 million and $1.7 million as of December 31, 2021 and 2020, respectively, are classified in other assets on the consolidated balance sheets. The scheduled maturity of our debt is as follows (in thousands): 2022 $ 26,000 2023 26,000 2024 26,000 2025 26,000 2026 and thereafter 2,976,500 $ 3,080,500 Term Loan Facility due April 2028 and Cash Flow Revolver On April 12, 2018, Ply Gem Midco entered into a Cash Flow Agreement (the "Current Cash Flow Credit Agreement"), which provides for (i) a term loan facility (the “Existing Term Loan Facility”) in an original aggregate principal amount of $1,755.0 million, issued with a discount of 0.5%, and (ii) a cash flow-based revolving credit facility (the “Existing Cash Flow Revolver” and together with the Existing Term Loan Facility, the “Existing Cash Flow Facilities”) of up to $115.0 million. On November 16, 2018, the Company entered into an incremental term loan facility in connection with the Merger, which increased the aggregate principal amount of the Existing Term Loan Facility by $805.0 million. The proceeds of this incremental term loan facility were used to, among other things, (a) finance the Merger and to pay certain fees, premiums and expenses incurred in connection therewith, (b) repay in full amounts outstanding under the Pre-merger Term Loan Credit Agreement and the Pre-merger ABL Credit Agreement and (c) repay $325.0 million of borrowings outstanding under the ABL Facility. On November 16, 2018, in connection with the consummation of the Merger, NCI and Ply Gem Midco entered into a joinder agreement with respect to the Existing Cash Flow Facilities, and the Company became the Borrower (as defined in the Current Cash Flow Credit Agreement) under the Existing Cash Flow Facilities. On April 15, 2021, the Company entered into a Second Amendment to the Current Cash Flow Credit Agreement (the “Second Amendment"), among the Company, the several banks and other financial institutions party thereto (the "Cash Flow Lenders") and JPMorgan Chase Bank, N.A., as administrative agent and collateral agent (the “Cash Flow Agent”), which amended the Current Cash Flow Credit Agreement to, among other things: • Terminate $92.0 million of commitments by Cash Flow Lenders under the Company’s cash flow-based revolving credit facility of up to $115.0 million, maturing on April 12, 2023 (the “Existing Cash Flow Revolver”; and • Replace such commitments with $92.0 million of extended cash flow-based revolving commitments, maturing on April 12, 2026 (the “Extended Cash Flow Revolver” and together with the Existing Cash Flow Revolver, the “Current Cash Flow Revolver”). On April 15, 2021, the Company entered into (i) a Third Amendment to Current Cash Flow Credit Agreement (the “Third Amendment”), among the Company, the subsidiary guarantors parties thereto, the Cash Flow Lenders party thereto and the Cash Flow Agent and (ii) an Increase Supplement (the “Increase Supplement”), between the Company and JPMorgan Chase Bank, N.A., as the increasing lender. The Third Amendment amended the Current Cash Flow Credit Agreement to, among other things, refinance the Existing Term Loan Facility in an original aggregate principal amount of $1,755.0 million with Tranche B Term Loans in an aggregate principal amount of approximately $2,491.6 million, maturing on April 12, 2028. The Increase Supplement supplemented the Current Cash Flow Credit Agreement to, among other things, increase the aggregate principal amount of the Tranche B Term Loan Facility by approximately $108.4 million (the “Incremental Tranche B Term Loans”), for a total principal amount of $2,600.0 million (the “Current Term Loan Facility” and together with the Current Cash Flow Revolver, the “Current Cash Flow Facilities”). Proceeds of the Incremental Tranche B Term Loans were used, together with cash on hand, (i) for the redemption of all of the 8.00% Senior Notes (as defined below) (the “Senior Notes Redemption”) and (ii) to pay any fees and expenses incurred in connection with the extension and refinancing of the Company’s senior credit facilities and the Senior Notes Redemption. In connection with the Third Amendment and the Increase Supplement to the Current Cash Flow Credit Agreement, the Company incurred $24.8 million in financing costs of which $13.2 million was deferred and are being amortized using the effective interest method. The Current Term Loan Facility amortizes in nominal quarterly installments equal to one percent of the aggregate initial principal amount thereof per annum, with the remaining balance payable upon final maturity. The Current Term Loan Facility bears annual interest at a floating rate measured by reference to, at the Company’s option, either (i) an adjusted LIBOR rate (subject to a floor of 0.50%) plus an applicable margin of 3.25% per annum or (ii) an alternate base rate plus an applicable margin of 2.25% per annum. At December 31, 2021, the interest rates on the Current Term Loan Facility were as follows: December 31, 2021 Interest rate 3.75 % Effective interest rate 4.02 % The Company entered into certain interest rate swap agreements in 2019 and 2021 to effectively convert a portion of its variable rate debt to fixed. See Note 14 — Derivatives. Loans outstanding under the Current Cash Flow Revolver bear annual interest at a floating rate measured by reference to, at the Company’s option, either (i) an adjusted LIBOR rate (subject to a floor of 0.00%) plus an applicable margin ranging from 2.50% to 3.00% per annum depending on the Company’s secured leverage ratio or (ii) an alternate base rate plus an applicable margin ranging from 1.50% to 2.00% per annum depending on the Company’s secured leverage ratio. There are no amortization payments under the Current Cash Flow Revolver. Additionally, unused commitments under the Current Cash Flow Revolver are subject to a fee ranging from 0.25% to 0.50% per annum depending on the Company’s secured leverage ratio. Both the Current Term Loan Facility and Current Cash Flow Revolver may be prepaid at the Company’s option at any time without premium or penalty (other than customary breakage costs), subject to minimum principal amount requirements. Subject to certain exceptions, the Current Term Loan Facility is subject to mandatory prepayments in an amount equal to: • the net cash proceeds of (1) certain asset sales, (2) certain debt offerings and (3) certain insurance recovery and condemnation events; and • 50% of annual excess cash flow (as defined in the Current Cash Flow Credit Agreement), subject to reduction to 25% and 0% if specified secured leverage ratio targets are met to the extent that the amount of such excess cash flow exceeds $10.0 million. No payments were required in 2021 under the fiscal year 2020 excess cash flow calculation. The obligations under the Current Cash Flow Credit Agreement are guaranteed by each direct and indirect wholly-owned U.S. restricted subsidiary of the Company, subject to certain exceptions, and are secured by: • a perfected security interest in substantially all tangible and intangible assets of the Company and each subsidiary guarantor (other than ABL Priority Collateral (as defined below)), including the capital stock of each direct material wholly-owned U.S. restricted subsidiary owned by the Company and each subsidiary guarantor, and 65% of the capital stock of any non-U.S. subsidiary held directly by the Company or any subsidiary guarantor, subject to certain exceptions (the “Cash Flow Priority Collateral”), which security interest will be senior to the security interest in the foregoing assets securing the Current ABL Facility; and • a perfected security interest in the ABL Priority Collateral, which security interest will be junior to the security interest in the ABL Priority Collateral securing the Current ABL Facility. The Current Cash Flow Revolver includes a financial covenant set at a maximum secured leverage ratio of 7.75:1.00, which will apply if the outstanding amount of loans and drawings under letters of credit which have not then been reimbursed exceeds a specified threshold at the end of any fiscal quarter. ABL Facility due April 2026 On April 12, 2018, Ply Gem Midco entered into an ABL Credit Agreement (the “Current ABL Credit Agreement”), which provides for an asset-based revolving credit facility (the “Existing ABL Facility”) of up to $360.0 million, consisting of (i) $285.0 million available to U.S. borrowers (subject to U.S. borrowing base availability) (the “ABL U.S. Facility”) and (ii) $75.0 million available to both U.S. borrowers and Canadian borrowers (subject to U.S. borrowing base and Canadian borrowing base availability) (the “ABL Canadian Facility”). The Company and, at their option, certain of their subsidiaries are the borrowers under the Existing ABL Facility. On October 15, 2018, Ply Gem Midco entered into an incremental asset-based revolving credit facility of $36.0 million, which upsized the Existing ABL Facility to $396.0 million in the aggregate, and with (x) the ABL U.S. Facility being increased from $285.0 million to $313.5 million and (y) the ABL Canadian Facility being increased from $75.0 million to $82.5 million. On November 16, 2018, Ply Gem Midco entered into an incremental asset-based revolving credit facility of $215.0 million in connection with the Merger, which upsized the Existing ABL Facility to $611.0 million in the aggregate, and with (x) the ABL U.S. Facility being increased from $313.5 million to approximately $483.7 million and (y) the ABL Canadian Facility being increased from $82.5 million to approximately $127.3 million. On November 16, 2018, in connection with the consummation of the Merger, the Company and Ply Gem Midco entered into a joinder agreement with respect to the Existing ABL Facility, and the Company became the Parent Borrower (as defined in the ABL Credit Agreement) under the Existing ABL Facility. On April 15, 2021, the Company entered into Amendment No. 6 to the Current ABL Credit Agreement, by and among the Company, the subsidiary borrowers party thereto, the several banks and financial institutions party thereto and UBS AG, Stamford Branch, as administrative agent and collateral agent, which amended the ABL Credit Agreement in order to, among other things: • Terminate the existing revolving commitments of each of the Extending ABL Credit Lenders (as defined in therein), originally maturing on April 12, 2023 (the “Existing ABL Commitments”); and • Replace the Existing ABL Commitments with an extended revolving commitment of $611.0 million, maturing on April 12, 2026 (the “Current ABL Facility”). Borrowing availability under the Current ABL Facility is determined by a monthly borrowing base collateral calculation that is based on specified percentages of the value of eligible inventory, eligible accounts receivable and eligible credit card receivables, less certain reserves and subject to certain other adjustments as set forth in the Current ABL Credit Agreement. Availability is reduced by issuance of letters of credit as well as any borrowings. As of December 31, 2021, the Company had the following in relation to the Current ABL Facility (in thousands): December 31, 2021 Excess availability $ 565,576 Revolving loans outstanding 0 Letters of credit outstanding 40,257 Loans outstanding under the Current ABL Facility bear interest at a floating rate measured by reference to, at the Company’s option, either (i) an adjusted LIBOR rate (subject to a LIBOR floor of 0.00%) plus an applicable margin ranging from 1.25% to 1.75% per annum depending on the average daily excess availability under the Current ABL Facility or (ii) an alternate base rate plus an applicable margin ranging from 0.25% to 0.75% per annum depending on the average daily excess availability under the ABL Facility. Additionally, unused commitments under the ABL Facility are subject to a 0.25% per annum fee. The obligations under the Current ABL Credit Agreement are guaranteed by each direct and indirect wholly-owned U.S. restricted subsidiary of the Company, subject to certain exceptions, and are secured by: • a perfected security interest in all present and after-acquired inventory, accounts receivable, deposit accounts, securities accounts, and any cash or other assets in such accounts and other related assets owned by the Company and the U.S. subsidiary guarantors and the proceeds of any of the foregoing, except to the extent such proceeds constitute Cash Flow Priority Collateral, and subject to certain exceptions (the “ABL Priority Collateral”), which security interest is senior to the security interest in the foregoing assets securing the Current Cash Flow Facilities; and • a perfected security interest in the Cash Flow Priority Collateral, which security interest will be junior to the security interest in the Cash Flow Collateral securing the Current Cash Flow Facilities. Additionally, the obligations of the Canadian borrowers under the Current ABL Credit Agreement are guaranteed by each direct and indirect wholly-owned Canadian restricted subsidiary of the Canadian borrowers, subject to certain exceptions, and are secured by substantially all assets of the Canadian borrowers and the Canadian subsidiary guarantors, subject to certain exceptions. The Current ABL Credit Agreement includes a minimum fixed charge coverage ratio of 1.00:1.00, which is tested only when specified availability is less than 10.0% of the lesser of (x) the then applicable borrowing base and (y) the then aggregate effective commitments under the Current ABL Facility, and continuing until such time as specified availability has been in excess of such threshold for a period of 20 consecutive calendar days. 6.125% Senior Notes due January 2029 On September 24, 2020, the Company issued $500.0 million in aggregate principal amount of 6.125% Senior Notes due January 2029 (“the 6.125% Senior Notes”). Proceeds from the 6.125% Senior Notes were used to repay outstanding amounts under the Company’s Current ABL Facility and Current Cash Flow Revolver. The 6.125% Senior Notes bear interest at 6.125% per annum and will mature on January 15, 2029. Interest is payable semi-annually in arrears on January 15 and July 15 commencing on January 15, 2021. The effective interest rate for the 6.125% Senior Notes was 6.33% as of December 31, 2021, after considering each of the different interest expense components of this instrument, including the coupon payment and the deferred debt issuance costs. The 6.125% Senior Notes are guaranteed on a senior unsecured basis by each of the Company’s existing and future wholly-owned domestic subsidiaries that guarantee the Company’s obligations under the Current Cash Flow Facilities or the Current ABL Facility (including by reason of being a borrower under the Current ABL Facility on a joint and several basis with the Company or a subsidiary guarantor). The 6.125% Senior Notes are unsecured senior indebtedness and are effectively subordinated to all of the Company’s existing and future senior secured indebtedness, including indebtedness under the Current Term Loan Facility, Current Cash Flow Revolver and Current ABL Facility, and are senior in right of payment to future subordinated indebtedness of the Company. The Company may redeem the 6.125% Senior Notes in whole or in part at any time as set forth below: • prior to September 15, 2023, at a price equal to 100% of the principal amount thereof, plus accrued and unpaid interest, if any, to but not including the redemption date, plus the applicable make-whole premium; • prior to September 15, 2023, up to 40% of the aggregate principal amount with the proceeds of certain equity offerings at a redemption price of 106.125% plus accrued and unpaid interest, if any, to but not including the redemption date; • on or after September 15, 2023 and prior to September 15, 2024, at a price equal to 103.063% of the principal amount thereof, plus accrued and unpaid interest, if any, to but not including the redemption date; • on or after September 15, 2024 and prior to September 15, 2025, at a price equal to 101.531% of the principal amount thereof, plus accrued and unpaid interest, if any, to but not including the redemption date; and • on or after September 15, 2025, at a price equal to 100.000% of the principal amount thereof, plus accrued and unpaid interest, if any, to but not including the redemption date. Redemption of 8.00% Senior Notes On April 15, 2021, the Company redeemed the outstanding $645.0 million aggregate principal amount of the 8.00% Senior Notes due April 2026 (the “8.00% Senior Notes”) for $670.8 million using cash on hand and proceeds from the Incremental Tranche B Term Loans. The redemption resulted in a pre-tax loss on extinguishment of debt of $41.9 million during the year ended December 31, 2021, comprising a make-whole premium of $25.8 million and a write-off of $16.1 million in unamortized deferred financing costs. Debt Covenants |
DERIVATIVES
DERIVATIVES | 12 Months Ended |
Dec. 31, 2021 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
DERIVATIVES | DERIVATIVES We utilize derivative instruments, including interest rate swap agreements and foreign currency hedging contracts, to manage our exposure to interest rate risk and currency fluctuations. We only hold such instruments for economic hedging purposes, not for speculative or trading purposes. Our derivative instruments are transacted only with highly rated institutions, which reduces our exposure to credit risk in the event of nonperformance. Interest Rate Swaps We are exposed to interest rate risk associated with fluctuations in interest rates on our floating-rate Current Term Loan Facility. The objective in using interest rate derivatives is to manage our exposure to interest rate movements. To accomplish this objective, we have entered into interest rate swap agreements as part of our interest rate risk management strategy. Interest rate swaps involve the receipt of variable amounts from a counterparty in exchange for the company making fixed-rate payments over the life of the agreements without exchange of the underlying notional amount. On a monthly basis, we net settle with our swap counterparties for the difference between the fixed rate specified in each swap agreement and the variable rate as applied to the notional amount of the swap. In May 2019, the Company entered into four-year interest rate swaps to mitigate variability in forecasted interest payments on $1,500.0 million of the Company’s Current Term Loan Facility. The interest rate swaps effectively converted a portion of the floating rate interest payment into a fixed rate interest payment. Three interest rate swaps each covered a notional amount of $500.0 million. The Company designated the interest rate swaps as qualifying hedging instruments and accounted for these derivatives as cash flow hedges. As discussed in Note 13 — Long-Term Debt , the Company refinanced its Term Loan Facility. Contemporaneously with the refinancing on April 15, 2021, we completed a series of transactions to modify our interest rate swap positions as follows: (i) we de-designated all existing interest rate swaps as cash flow hedges; (ii) we terminated two existing interest rate swaps with a notional value of $500.0 million each; (iii) we entered into two receive-fixed interest rate swaps with a notional amount of $250.0 million each, which are designed to offset the terms of an existing, active interest rate swap with a notional amount of $500.0 million; and (iv) we entered into two pay-fixed interest rate swaps with a notional amount of $750 million each, effectively blending the liability position of our existing interest rate swap agreements into the new swaps and extending the term of our hedged position to April 2026. The amount remaining in accumulated other comprehensive loss for the de-designated and terminated swaps as of December 31, 2021 was approximately $44.7 million and is being amortized as an increase to interest expense over the effective period of the original swap agreements. The new receive-fixed interest rate swaps remain undesignated to economically offset the now undesignated existing, active swap. The new receive-fixed and the existing, active swaps mature on July 12, 2023. Cash settlements related to these receive-fixed interest rate swaps are classified as operating activities in the consolidated statements of cash flows. The new pay-fixed interest rate swaps also qualify as hybrid instruments in accordance with ASC 815, Derivatives and Hedging , consisting of a financing component and an embedded at-market derivative that was designated as a cash flow hedge. The financing component is accounted for at amortized cost over the life of the swap while the embedded at-market derivative is accounted for at fair value. The new swaps are indexed to one-month LIBOR and are net settled on a monthly basis with the counterparty for the difference between the fixed rate of 2.0369% and 2.0340%, respectively, and the variable rate based upon one-month LIBOR (subject to a floor of 0.5%) as applied to the notional amount of the swaps. In connection with the transactions discussed above, no cash was exchanged between the Company and the counterparty. The liability of the terminated interest rate swaps as well as the inception value of the receive-fixed interest rate swap was blended into the new pay-fixed interest rate swap. The cash flows related to the portion treated as a financing component are classified as financing activities while the cash flows related to the portion treated as an at-market derivative are classified as operating activities in the consolidated statements of cash flows. The key terms of interest rate swaps are as follows (amounts in thousands): December 31, 2021 December 31, 2020 Effective Date Fixed Rate Paid (Received) Notional Amount Status Notional Amount Status Maturity Date Entered into May 2019: July 12, 2019 2.1570 % $ — Terminated $ 500,000 Active July 12, 2023 July 12, 2019 2.1560 % — Terminated 500,000 Active July 12, 2023 July 12, 2019 2.1680 % 500,000 Active 500,000 Active July 12, 2023 Entered into April 2021: April 15, 2021 2.0369 % 750,000 Active April 15, 2026 April 15, 2021 2.0340 % 750,000 Active April 15, 2026 April 15, 2021 (2.1680) % (250,000) Active July 12, 2023 April 15, 2021 (2.1680) % (250,000) Active July 12, 2023 $ 1,500,000 $ 1,500,000 The embedded at-market derivative portion of our interest rate swap agreements is recognized at fair value on the consolidated balance sheets. It is valued using pricing models that rely on market observable inputs such as yield curve data, which are classified as Level 2 inputs within the fair value hierarchy. Foreign Currency Forward Contracts In December 2020 and during 2021, the Company entered into forward contracts to hedge a portion of its non-functional currency inventory purchases. These forward contracts were established to protect the Company from variability in cash flows attributable to changes in the U.S. dollar relative to the Canadian dollar. The forward contracts are highly correlated to the changes in the U.S. dollar relative to the Canadian dollar. All of the Company’s foreign currency forward contracts are initially designated as qualifying hedging instruments and are accounted for as cash flow hedges in accordance with ASC 815, Derivatives and Hedging . Unrealized gains and losses on these contracts are designated as effective or ineffective. The effective portion of such gains or losses is recorded as a component of accumulated other comprehensive income or loss, while the ineffective portion of such gains or losses is recorded as a component of cost of goods sold. Future realized gains and losses in connection with each inventory purchase will be reclassified from accumulated other comprehensive income or loss to cost of goods sold. The gains and losses on the derivative contracts that are reclassified from accumulated other comprehensive income or loss to current period earnings are included in the line item in which the hedged item is recorded in the same period the forecasted transaction affects earnings. During the year ended December 31, 2021, the Company realized a loss of approximately $1.1 million within cost of goods sold in the consolidated statements of operations based on the foreign currency forward contracts described above. The changes in fair values of derivatives that have been designated and qualify as cash flow hedges are recorded in accumulated other comprehensive income or loss and are reclassified into cost of goods sold in the same period the hedged item affects earnings. Due to the high degree of effectiveness between the hedging instruments and the underlying exposures being hedged, fluctuations in the value of the derivative instruments are generally offset by changes in the fair value or cash flows of the underlying exposures being hedged. The changes in the fair value of derivatives that do not qualify as effective are immediately recognized in earnings. As of December 31, 2021, the Company had a hedge asset of approximately $0.7 million and a gain of approximately $0.8 million in accumulated other comprehensive loss on the consolidated balance sheets. No hedge liability or asset or deferred gain or loss in accumulated other comprehensive loss existed as of December 31, 2020 related to the forward contracts. Fair Values of Derivatives on the Consolidated Balance Sheets The fair values of our derivatives and their presentation on the consolidated balance sheets as of December 31, 2021 and 2020 were as follows (in thousands): December 31, 2021 December 31, 2020 Assets Liabilities Assets Liabilities Derivatives not designated as hedging instruments Financial statement line item Interest rate swaps Other assets (1) $ 11,543 $ — $ — $ — Other long-term liabilities (2) — 11,543 — — Total $ 11,543 $ 11,543 $ — $ — Derivatives designated as hedging instruments Financial statement line item Interest rate swaps Other accrued expenses (3) $ — $ 13,127 $ — $ — Other long-term liabilities (3) — 28,279 — 75,770 Foreign currency forward contracts Prepaid expenses and other 728 — — — Total $ 728 $ 41,406 $ — $ 75,770 (1) The balance as of December 31, 2021 is related to receive-fixed interest rate swaps for which the fair value option has been elected. (2) The balance as of December 31, 2021 is related to a pay-fixed May 2019 active interest rate swap which has been de-designated as a cash flow hedge. (3) The balances as of December 31, 2021 include the financing component of the pay-fixed interest rate swaps. Effect of Derivatives on the Consolidated Statements of Operations The effect of our derivatives and their presentation on the consolidated statements of operations for the years ended December 31, 2021 and 2020 were as follows (in thousands): Year Ended December 31, December 31, Derivatives not designated as hedging instruments Financial statement line item Interest rate swaps Interest expense (1) $ 21,164 $ — Foreign currency forward contracts Cost of sales 1,083 — Derivatives designated as hedging instruments Interest rate swaps Interest expense 15,998 24,198 $ 38,245 $ 24,198 |
CD&R INVESTOR GROUP
CD&R INVESTOR GROUP | 12 Months Ended |
Dec. 31, 2021 | |
Temporary Equity Disclosure [Abstract] | |
CD&R INVESTOR GROUP | CD&R INVESTOR GROUPOn August 14, 2009, the Company entered into an Investment Agreement (as amended, the “Investment Agreement”), by and between the Company and Clayton, Dubilier & Rice Fund VIII, L.P., a Cayman Islands exempted limited partnership (“CD&R Fund VIII”). In connection with the Investment Agreement and the Stockholders Agreement dated October 20, 2009 (the “Old Stockholders Agreement”), CD&R Fund VIII and CD&R Friends & Family Fund VIII, L.P., a Cayman Islands exempted limited partnership (“CD&R FF Fund” and, together with CD&R Fund VIII, the “CD&R Fund VIII Investor Group”) purchased convertible preferred stock of the Company, which was converted into shares of our common stock on May 14, 2013. In January 2014, the CD&R Fund VIII Investor Group completed a registered underwritten offering, in which the CD&R Fund VIII Investor Group offered 8.5 million shares of Common Stock at a price to the public of $18.00 per share (the “2014 Secondary Offering”). The underwriters also exercised their option to purchase 1.275 million additional shares of Common Stock. In addition, the Company entered into an agreement with the CD&R Fund VIII Investor Group to repurchase 1.15 million shares of its Common Stock at a price per share equal to the price per share paid by the underwriters to the CD&R Fund VIII Investor Group in the underwritten offering (the “2014 Stock Repurchase”). The 2014 Stock Repurchase, which was completed at the same time as the 2014 Secondary Offering, represented a private, non-underwritten transaction between NCI and the CD&R Fund VIII Investor Group that was approved and recommended by the Affiliate Transactions Committee of our Board of Directors. On July 25, 2016, the CD&R Fund VIII Investor Group completed a registered underwritten offering, in which the CD&R Fund VIII Investor Group offered 9.0 million shares of our Common Stock at a price to the public of $16.15 per share (the “2016 Secondary Offering”). The underwriters also exercised their option to purchase 1.35 million additional shares of our Common Stock from the CD&R Fund VIII Investor Group. The aggregate offering price for the 10.35 million shares sold in the 2016 Secondary Offering was approximately $160.1 million, net of underwriting discounts and commissions. The CD&R Fund VIII Investor Group received all of the proceeds from the 2016 Secondary Offering and no shares in the 2016 Secondary Offering were sold by the Company or any of its officers or directors (although certain of our directors are affiliated with the CD&R Fund VIII Investor Group). On July 18, 2016, the Company entered into an agreement with the CD&R Fund VIII Investor Group to repurchase approximately 2.9 million shares of our Common Stock at the price per share equal to the price per share paid by the underwriters to the CD&R Fund VIII Investor Group in the underwritten offering (the “2016 Stock Repurchase”). The 2016 Stock Repurchase, which was completed concurrently with the 2016 Secondary Offering, represented a private, non-underwritten transaction between the Company and the CD&R Fund VIII Investor Group that was approved and recommended by the Affiliate Transactions Committee of our Board of Directors. See Note 20 — Stock Repurchase Program . On December 11, 2017, the CD&R Fund VIII Investor Group completed a registered underwritten offering of 7,150,000 shares of the Company’s Common Stock at a price to the public of $19.36 per share (the “2017 Secondary Offering”). Pursuant to the underwriting agreement, at the CD&R Fund VIII Investor Group request, the Company purchased 1.15 million of the 7.15 million shares of the Company’s Common Stock from the underwriters in the 2017 Secondary Offering at a price per share equal to the price at which the underwriters purchased the shares from the CD&R Fund VIII Investor Group. The total amount the Company spent on these repurchases was $22.3 million. Ply Gem Holdings was acquired by CD&R Fund X and Atrium Intermediate Holdings, LLC, GGC BP Holdings, LLC and AIC Finance Partnership, L.P. (collectively, the “Golden Gate Investor Group”) and merged with Atrium on April 12, 2018 (the “Ply Gem-Atrium Merger”). Pursuant to the terms of the Merger Agreement, on November 16, 2018, the Company entered into (i) a stockholders agreement (the “New Stockholders Agreement”) between the Company, and each of the CD&R Fund VIII Investor Group, CD&R Pisces Holdings, L.P., a Cayman Islands exempted limited partnership (“CD&R Pisces”, and together with the CD&R Fund VIII Investor Group, the “CD&R Investor Group”) and the Golden Gate Investor Group (together with the CD&R Investor Group, the “Investors”), pursuant to which the Company granted to the Investors certain governance, preemptive and subscription rights and (ii) a registration rights agreement (the “New Registration Rights Agreement”) between the Company and each of the Investors, pursuant to which the Company granted the Investors customary demand and piggyback registration rights, including rights to demand registrations and underwritten shelf registration statement offerings with respect to the shares of the Company’s Common Stock that are held by the Investors following the consummation of the Merger. On August 25, 2020, the Company filed a shelf registration statement on Form S-3, declared effective by the SEC on September 2, 2020, registering the resale of shares of the Company’s Common Stock held by CD&R Pisces. The Company had previously registered the resale of shares of the Company’s Common Stock held by the CD&R Fund VIII Investor Group and the Golden Gate Investor Group. Pursuant to the terms of the New Stockholders Agreement, the Company and the CD&R Fund VIII Investor Group terminated the Old Stockholders Agreement. Pursuant to the terms of the New Registration Rights Agreement, the Company and the CD&R Fund VIII Investor Group terminated the Registration Rights Agreement, dated as of October 20, 2009 (the “Old Registration Rights Agreement”), by and among the Company and the CD&R Fund VIII Investor Group. |
RELATED PARTIES
RELATED PARTIES | 12 Months Ended |
Dec. 31, 2021 | |
Related Party Transactions [Abstract] | |
RELATED PARTIES | RELATED PARTIESPursuant to the Investment Agreement and the New Stockholders Agreement, the CD&R Investor Group had the right to designate a number of directors to the Company’s Board of Directors that was equivalent to the CD&R VIII Investor Group’s percentage interest in the Company. Among other directors appointed by the CD&R Investor Group, our Board of Directors appointed John Krenicki, Nathan K. Sleeper and Jonathan L. Zrebiec to the Board of Directors. Messrs. Krenicki, Sleeper and Zrebiec are partners of Clayton, Dubilier & Rice, LLC, (“CD&R, LLC”), an affiliate of the CD&R Investor Group.As a result of their respective positions with CD&R, LLC and its affiliates, one or more of Messrs. Krenicki, Sleeper and Zrebiec may be deemed to have an indirect material interest in certain agreements executed in connection with the Equity Investment and the Merger. |
FAIR VALUE OF FINANCIAL INSTRUM
FAIR VALUE OF FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS | 12 Months Ended |
Dec. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
FAIR VALUE OF FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS | FAIR VALUE OF FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS Fair Value of Financial Instruments The carrying amounts of cash and cash equivalents, restricted cash, trade accounts receivable and accounts payable approximate fair value as of December 31, 2021 and 2020 because of the relatively short maturities of these instruments. The carrying amounts of the indebtedness under the Current ABL Facility and Current Cash Flow Revolver approximate fair value as the interest rates are variable and reflective of market rates. At December 31, 2021, there were no borrowings outstanding under the Current ABL Facility and no outstanding indebtedness under the Current Cash Flow Revolver. The fair values of the remaining financial instruments not currently recognized at fair value on our consolidated balance sheets at the respective period ends were (in thousands): December 31, 2021 December 31, 2020 Carrying Fair Carrying Fair Term loan facility $ 2,580,500 $ 2,570,823 $ 2,497,967 $ 2,485,477 8.00% Senior Notes — — 645,000 674,025 6.125% Senior Notes 500,000 531,900 500,000 530,000 The fair value of the term loan facility was based on recent trading activities of comparable market instruments, which are level 2 inputs and the fair values of the 8.00% and 6.125% senior notes were based on quoted prices in active markets for the identical liabilities, which are level 1 inputs. Fair Value Measurements ASC Subtopic 820-10, Fair Value Measurements and Disclosures , requires us to use valuation techniques to measure fair value that maximize the use of observable inputs and minimize the use of unobservable inputs. These inputs are prioritized as follows: Level 1: Observable inputs such as quoted prices for identical assets or liabilities in active markets. Level 2: Other inputs that are observable directly or indirectly, such as quoted prices for similar assets or liabilities or market-corroborated inputs. Level 3: Unobservable inputs for which there is little or no market data and which require us to develop our own assumptions about how market participants would price the assets or liabilities. The following is a description of the valuation methodologies used for assets and liabilities measured at fair value. There have been no changes in the methodologies used as of December 31, 2021 and 2020. Money market: Money market funds have original maturities of three months or less. The original cost of these assets approximates fair value due to their short-term maturity. Mutual funds: Mutual funds are valued at the closing price reported in the active market in which the mutual fund is traded. Deferred compensation plan liability : Deferred compensation plan liability is comprised of phantom investments in the deferred compensation plan and is valued at the closing price reported in the active markets in which the money market and mutual funds are traded. Interest rate swaps: Interest rate swaps are based on cash flow hedge contracts that have fixed rate structures and are measured against market-based LIBOR yield curves. These interest rate swaps are classified within Level 2 of the fair value hierarchy because they are valued using alternative pricing sources or models that utilized market observable inputs, including current and forward interest rates. Foreign currency forward contracts: The fair value of the foreign currency forward contracts are classified within Level 2 of the fair value hierarchy because they are estimated using industry standard valuation models using market-based observable inputs, including spot rates, forward points, interest rates and volatility inputs. The following tables summarize information regarding our financial assets and liabilities that are measured at fair value on a recurring basis as of December 31, 2021 and 2020, segregated by the level of the valuation inputs within the fair value hierarchy utilized to measure fair value (in thousands): December 31, 2021 Level 1 Level 2 Level 3 Total Assets: Short-term investments in deferred compensation plan: (1) Money market $ 24 $ — $ — $ 24 Mutual funds – Growth 557 — — 557 Mutual funds – Blend 1,560 — — 1,560 Mutual funds – Foreign blend 467 — — 467 Mutual funds – Fixed income — 151 — 151 Total short-term investments in deferred compensation plan (2) 2,608 151 — 2,759 Foreign currency forward contracts — 728 — 728 Interest rate swap assets (3) — 11,543 — 11,543 Total assets $ 2,608 $ 12,422 $ — $ 15,030 Liabilities: Deferred compensation plan liability (2) $ — $ 2,759 $ — $ 2,759 Interest rate swap liabilities (4) — 52,949 — 52,949 Total liabilities $ — $ 55,708 $ — $ 55,708 December 31, 2020 Level 1 Level 2 Level 3 Total Assets: Short-term investments in deferred compensation plan: (1) Money market $ 349 $ — $ — $ 349 Mutual funds – Growth 487 — — 487 Mutual funds – Blend 1,006 — — 1,006 Mutual funds – Foreign blend 338 — — 338 Mutual funds – Fixed income — 153 — 153 Total short-term investments in deferred compensation plan (2) 2,180 153 — 2,333 Total assets $ 2,180 $ 153 $ — $ 2,333 Liabilities: Deferred compensation plan liability (2) $ — $ 2,339 $ — $ 2,339 Interest rate swap liabilities — 75,770 — 75,770 Total liabilities $ — $ 78,109 $ — $ 78,109 (1) Unrealized holding gains (losses) were $0.2 million and $(0.5) million for the years ended December 31, 2021 and 2020, respectively. (2) The Company records the short-term investments in deferred compensation plan within investments in debt and equity securities, at market, and the deferred compensation plan liability within accrued compensation and benefits on the consolidated balance sheets. (3) The interest rate swap assets relate to receive-fixed interest rate swaps for which the fair value option has been elected. (4) The balance as of December 31, 2021 includes $41.4 million related to the financing component of pay-fixed interest rate swaps and $11.5 million related to pay-fixed May 2019 active interest rate swaps which have been de-designated as cash flow hedges. |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | INCOME TAXESIncome tax expense is based on pretax financial accounting income. Deferred income taxes are recognized for the temporary differences between the recorded amounts of assets and liabilities for financial reporting purposes and such amounts for income tax purposes. The following is a summary of the components of income (loss) before provision (benefit) for income taxes (in thousands): Year Ended December 31, December 31, December 31, Domestic $ 818,635 $ (420,014) $ (12,016) Foreign 83,192 (57,201) 1,401 $ 901,827 $ (477,215) $ (10,615) The components of the provision for income taxes consisted of the following (in thousands): Year Ended December 31, December 31, December 31, Current: Federal $ 219,379 $ (1,343) $ (311) State 64,509 7,316 7,219 Foreign 11,590 3,909 3,952 Total current 295,478 9,882 10,860 Deferred: Federal (43,980) 82 205 State (18,363) 1,462 1,875 Foreign 2,833 (5,863) (8,165) Total deferred (59,510) (4,319) (6,085) Total provision (benefit) $ 235,968 $ 5,563 $ 4,775 The reconciliation of income tax computed at the United States federal statutory tax rate to the effective income tax rate is as follows: Year Ended December 31, December 31, December 31, Federal income tax at statutory rate $ 189,384 $ (100,215) $ (2,229) State income taxes 34,071 7,482 8,059 Non-deductible expenses 180 217 62 Gain on divestitures 9,725 — — Compensation related expenses 2,573 3,630 3,518 Meals and entertainment 552 465 1,265 Tax credits (14,285) (3,343) (7,179) Foreign income tax 3,413 (2,820) (884) Employee fringe benefits 480 443 474 Unrecognized tax benefits 5,686 (157) (581) Reversal of valuation allowance — — (3,981) Global intangible low-taxed income 8,248 4,317 4,398 Goodwill impairment — 94,793 — Transaction costs — — 1,903 Other (4,059) 751 (50) Total provision (benefit) $ 235,968 $ 5,563 $ 4,775 The increase in the effective tax rate for the year ended December 31, 2021 is primarily a result of higher pre-tax earnings relating to the gains on the Insulated Metal Panels and DBCI divestitures. The Company’s statutory federal corporate income tax rate for the year ended December 31, 2020 resulted from lower pre-tax earnings related to the goodwill impairment of $503.2 million, of which approximately $438.7 million had no tax basis, and the net impact of the Tax Cuts and Jobs Act (“U.S. Tax Reform”) that was enacted by the United States on December 22, 2017. Deferred income taxes reflect the net impact of temporary differences between the amounts of assets and liabilities recognized for financial reporting purposes and such amounts recognized for income tax purposes. The tax effects of the temporary differences as December 31, 2021 and 2020 are as follows (in thousands): December 31, December 31, Deferred tax assets: Inventory obsolescence $ 4,363 $ 4,369 Bad debt reserve 2,511 2,302 Accrued and deferred compensation 13,136 7,522 Accrued insurance reserves 7,895 8,429 Net operating loss and tax credit carryover 41,732 61,169 Pension 1,148 4,576 Leases 72,812 68,589 Warranty 44,925 44,969 Other reserves 52,635 48,258 Total deferred tax assets 241,157 250,183 Less valuation allowance (15,634) (11,996) Net deferred tax assets 225,523 238,187 Deferred tax liabilities: Depreciation and amortization (388,730) (424,254) Stock basis (12,733) (12,826) Leases (72,098) (66,962) Other (2,296) (2,070) Total deferred tax liabilities (475,857) (506,112) Total deferred tax liability, net $ (250,334) $ (267,925) We carry out our business operations through legal entities in the U.S., Canada, Mexico and Costa Rica. These operations require that we file corporate income tax returns that are subject to U.S., state and foreign tax laws. We are subject to income tax audits in these multiple jurisdictions. As of December 31, 2021, the $41.7 million net operating loss carryforward included $20.8 million for U.S federal losses, $13.3 million for U.S. state losses, and $7.6 million for foreign losses. Federal and foreign net operating losses will begin to expire in 2029, if unused, and state operating losses began to expire in 2021, if unused. There are limitations on the utilization of certain net operating losses. Valuation allowance As of December 31, 2021, the Company remains in a valuation allowance position, in the amount of $15.6 million, against its deferred tax assets for certain state jurisdictions as it is currently deemed “more likely than not” that the benefit of such net tax assets will not be utilized as the Company continues to be in a three-year cumulative loss position for these state jurisdictions. The Company will continue to monitor the positive and negative factors for these jurisdictions and make further changes to the valuation allowance as necessary. The rollforward of the valuation allowance on deferred taxes is as follows for the periods indicated (in thousands): Year Ended December 31, December 31, December 31, Beginning balance $ 11,996 $ 10,347 $ 19,497 Additions (reductions) 3,638 1,649 (9,150) Ending balance $ 15,634 $ 11,996 $ 10,347 Uncertain tax positions Despite the Company’s belief that its tax return positions are consistent with applicable tax laws, the Company believes that certain positions could be challenged by taxing authorities. The Company’s tax reserves reflect the difference between the tax benefit claimed on tax returns and the amount recognized in the consolidated financial statements. These reserves have been established based on management’s assessment as to potential exposure attributable to permanent differences and interest and penalties applicable to both permanent and temporary differences. The tax reserves are reviewed periodically and adjusted in light of changing facts and circumstances, such as progress of tax audits, lapse of applicable statutes of limitations and changes in tax law. The Company is currently under examination by various taxing authorities. As of December 31, 2021, the reserve was approximately $17.4 million, which includes interest and penalties of approximately $2.6 million and is recorded in other long-term liabilities in the accompanying consolidated balance sheets. Of this amount, approximately $14.8 million, if recognized would have an impact on the Company's effective tax rate. The Company has elected to treat interest and penalties on unrecognized tax benefits as income tax expense in its consolidated statement of operations. Interest and penalty charges have been recorded in the contingency reserve account within other long-term liabilities on the consolidated balance sheets. The following is a rollforward of unrecognized tax benefits (excluding interest and penalties) for the years ended December 31, 2021 and 2020 (in thousands): Year Ended December 31, December 31, Unrecognized tax benefits at beginning of year $ 9,403 $ 10,107 Additions based on tax positions related to current year 6,037 194 Reductions for tax positions of prior years 15 (39) Reductions resulting from expiration of statute of limitations (610) (859) Unrecognized tax benefits at end of year $ 14,845 $ 9,403 CARES Act In response to the COVID-19 pandemic, the Coronavirus Aid, Relief and Economic Security Act ("CARES Act") was signed into law on March 27, 2020. The CARES Act, among other things, includes tax provisions relating to refundable payroll tax credits, deferment of employer side social security payments, net operating loss utilization and carryback periods, modifications to the net interest deduction limitations and technical corrections to tax depreciation methods for qualified improvement property (“QIP”). Specifically, the CARES Act amends IRC §163(j) for tax years 2019 and 2020. The CARES Act increases the 30% adjusted taxable income threshold to 50% and allows taxpayers to elect to use their 2019 adjusted taxable income as their adjusted taxable income in the 2020 §163(j) calculation. The combination of these two factors will allow the Company to deduct additional interest expense for income tax purposes that would have been previously disallowed. Additionally, the Company deferred employer side social security payments for approximately $19.9 million as of December 31, 2020. In December 2021, the Company paid approximately $10 million in related deferred employer side social security payments and approximately $10 million has been recorded in current liabilities on the consolidated balance sheet as of December 31, 2021. The Company continues to evaluate the impact of the CARES Act on our financial position, results of operations, and cash flows. Other tax considerations As of December 31, 2021, the Company has not established U.S. deferred taxes on unremitted earnings for the Company’s foreign subsidiaries. The Company continues to consider these amounts to be permanently invested with the exception of its Mexican subsidiary. The indefinite reinvestment assertion continues to apply for the remaining foreign subsidiaries for purposes of determining deferred tax liabilities for U.S. state and foreign withholding tax purposes. |
ACCUMULATED OTHER COMPREHENSIVE
ACCUMULATED OTHER COMPREHENSIVE LOSS | 12 Months Ended |
Dec. 31, 2021 | |
Equity [Abstract] | |
ACCUMULATED OTHER COMPREHENSIVE LOSS | ACCUMULATED OTHER COMPREHENSIVE LOSS Accumulated other comprehensive loss consists of the following (in thousands): December 31, December 31, Foreign exchange translation adjustments $ 22,741 $ 16,147 Unrealized loss on derivative instruments, net of tax benefit of $5,549 and $17,612, respectively (23,407) (58,625) Defined benefit pension plan actuarial losses, net of tax benefit of $1,854 and $5,049, respectively (4,946) (9,039) Accumulated other comprehensive loss $ (5,612) $ (51,517) |
STOCK REPURCHASE PROGRAM
STOCK REPURCHASE PROGRAM | 12 Months Ended |
Dec. 31, 2021 | |
Equity [Abstract] | |
STOCK REPURCHASE PROGRAM | STOCK REPURCHASE PROGRAM On October 10, 2017 and March 7, 2018, the Company announced that its Board of Directors authorized new stock repurchase programs for up to an aggregate of $50.0 million and $50.0 million, respectively, of the Company’s Common Stock for a cumulative total of $100.0 million. During fiscal 2021 and 2019, there were no stock repurchases under the stock repurchase programs. During fiscal 2020, the Company repurchased 1.1 million shares of its Common Stock for $6.4 million through open-market purchases under the authorized stock repurchase programs. As of December 31, 2021, approximately $49.1 million remains available for stock repurchases under the program authorized on March 7, 2018. The authorized programs have no time limit on their duration, but our Current Cash Flow Credit Agreement and Current ABL Credit Agreement apply certain limitations on our repurchase of shares of our Common Stock. The timing and method of any repurchases, which will depend on a variety of factors, including market conditions, are subject to results of operations, financial conditions, cash requirements and other factors, and may be suspended or discontinued at any time. In addition to the Common Stock repurchases, the Company also withheld shares of restricted stock to satisfy minimum tax withholding obligations arising in connection with the vesting of restricted stock units, which are included in treasury stock purchases in the consolidated statements of stockholders’ equity. During fiscal 2021, 2020 and 2019, the Company canceled 0.6 million, 1.3 million and 0.3 million shares, respectively, of which 1.1 million canceled shares, for fiscal 2020, related to repurchased shares under stock repurchase programs. The remainder of the canceled shares related to shares used to satisfy minimum tax withholding obligations in connection with the vesting of stock awards. The cancellations resulted in $9.7 million, $8.0 million and $2.4 million decreases in both additional paid-in capital and treasury stock during fiscal 2021, 2020 and 2019, respectively. Changes in treasury stock, at cost, were as follows (in thousands): Number of Amount Balance, December 31, 2018 111 $ 1,678 Purchases 257 1,934 Retirements (307) (2,423) Deferred compensation obligation (6) (86) Balance, December 31, 2019 56 $ 1,103 Purchases 1,298 7,994 Retirements (1,299) (7,995) Deferred compensation obligation (30) (592) Balance, December 31, 2020 25 $ 510 Purchases 612 9,685 Retirements (612) (9,685) Deferred compensation obligation (4) (86) Balance, December 31, 2021 21 $ 424 |
EMPLOYEE BENEFIT PLANS
EMPLOYEE BENEFIT PLANS | 12 Months Ended |
Dec. 31, 2021 | |
Retirement Benefits [Abstract] | |
EMPLOYEE BENEFIT PLANS | EMPLOYEE BENEFIT PLANS Defined Contribution Plan — The Company has a 401(k) profit sharing plan (“Savings Plan”) that allows participation for all eligible employees. The Savings Plan allows the Company to match between 50% and 100% of the participant’s contributions up to 5% of a participant’s pre-tax deferrals. Contributions expense for fiscal 2021, 2020 and 2019 was $16.3 million, $16.2 million and $13.3 million, respectively, for matching contributions to the Savings Plan. Deferred Compensation Plan — The Company has an Amended and Restated Deferred Compensation Plan (as amended and restated, the “Deferred Compensation Plan”) that allows its officers and key employees to defer up to 80% of their annual salary and up to 90% of their bonus on a pre-tax basis until a specified date in the future, including at or after retirement. Additionally, the Deferred Compensation Plan allows the Company’s directors to defer up to 100% of their annual fees and meeting attendance fees until a specified date in the future, including at or after retirement. The Deferred Compensation Plan also permits the Company to make contributions on behalf of its key employees who are impacted by the federal tax compensation limits under the Savings Plan, and to receive a restoration matching amount which, under the current Savings Plan terms, mirrors the Savings Plan matching levels based on the Company’s performance. The Deferred Compensation Plan provides for the Company to make discretionary contributions to employees who have elected to defer compensation under the plan. Deferred Compensation Plan participants will vest in the Company’s discretionary contributions ratably over three years from the date of each of the Company’s discretionary contributions. As of December 31, 2021 and 2020, the liability balance of the Deferred Compensation Plan was $2.8 million and $2.3 million, respectively, and was included in accrued compensation and benefits on the consolidated balance sheets. The Company has not made any discretionary contributions to the Deferred Compensation Plan. A rabbi trust is used to fund the Deferred Compensation Plan and an administrative committee manages the Deferred Compensation Plan and its assets. The investments in the rabbi trust were $2.8 million and $2.3 million as of December 31, 2021 and 2020, respectively. The rabbi trust investments include debt and equity securities as well as cash equivalents and are accounted for as trading securities. Defined Benefit Plans — With the acquisition of RCC on April 7, 2006, the Company assumed a defined benefit plan (the “RCC Pension Plan”). Benefits under the RCC Pension Plan are primarily based on years of service and the employee’s compensation. The RCC Pension Plan is frozen and, therefore, employees do not accrue additional service benefits. Plan assets of the RCC Pension Plan are invested in broadly diversified portfolios of government obligations, mutual funds, stocks, bonds and fixed income securities. On January 16, 2015, the Company assumed noncontributory defined benefit plans covering certain hourly employees (the “Coil Coating Benefit Plans”) which are closed to new participants. Benefits under the Coil Coating Benefit Plans are calculated based on fixed amounts for each year of service rendered. The Company also sponsors postretirement medical and life insurance plans that cover certain of its employees and their spouses (the “OPEB Plans”). The contributions to the OPEB Plans by retirees vary from none to 25% of the total premiums paid. Plan assets of the Coil Coating Benefit Plans are invested in fixed income funds. Currently, the Company’s policy is to fund the Coil Coating Benefit Plans as required by minimum funding standards of the Internal Revenue Code. As a result of the Merger on November 16, 2018, the Company assumed the Ply Gem Group Pension Plan (the “Ply Gem Plan”) and the MW Manufacturers, Inc. Retirement Plan (the “MW Plan”). The Ply Gem Plan was frozen during 1998, and no further increases in benefits for participants may occur as a result of increases in service years or compensation. The MW Plan was frozen for salaried participants during 2004 and non-salaried participants during 2005. No additional participants may enter the plan, but increases in benefits for participants as a result of increase in service years or compensation will occur. The Company refers to the RCC Pension Plan, the Coil Coating Benefit Plans, the Ply Gem Plan and the MW Plan collectively as the “Defined Benefit Plans” in this Note. Assumptions —Weighted average actuarial assumptions used to determine benefit obligations were as follows: Defined Benefit Plans OPEB Plans December 31, December 31, December 31, December 31, Discount rate 2.85 % 2.50 % 2.85 % 2.45 % Weighted average actuarial assumptions used to determine net periodic benefit cost (income) were as follows: Defined Benefit Plans OPEB Plans FY 2021 FY 2020 FY 2021 FY 2020 Discount rate 2.50 % 3.30 % 2.45 % 3.20 % Expected return on plan assets 5.95 % 5.87 % n/a n/a The basis used to determine the expected long-term rate of return on assets assumptions for the Defined Benefit Plans was recent market performance and historical returns. The assumptions for the plans are primarily long-term, prospective rates. The health care cost trend rate assumed for 2022 is 6.00% and is assumed to decline each year to an ultimate trend rate of 4.00%, which is expected to be achieved in 2030. Funded status —The changes in the projected benefit obligation, plan assets and funded status, and the amounts recognized on our consolidated balance sheets were as follows (in thousands): Defined Benefit Plans OPEB Plans FY 2021 FY 2020 FY 2021 FY 2020 Change in benefit obligation Benefit obligation at beginning of period $ 104,934 $ 101,148 $ 7,575 $ 7,778 Service cost 54 46 17 17 Interest cost 2,542 3,231 178 237 Benefits paid (6,641) (6,883) (985) (661) Actuarial (gains) losses (3,755) 7,392 (283) 204 Benefit obligation at end of period $ 97,134 $ 104,934 $ 6,502 $ 7,575 Accumulated benefit obligation at end of period $ 97,134 $ 104,934 Change in plan assets Fair value of assets at beginning of period $ 94,215 $ 86,105 $ — $ — Actual return on plan assets 8,162 10,574 — — Company contributions 3,218 4,419 985 661 Benefits paid (6,641) (6,883) (985) (661) Fair value of assets at end of period $ 98,954 $ 94,215 $ — $ — Funded status at end of period $ 1,820 $ (10,719) $ (6,502) $ (7,575) Amounts recognized on the consolidated balance sheets Noncurrent assets $ 5,098 $ 5,056 $ — $ — Current liabilities — — (546) (656) Noncurrent liabilities (3,278) (15,775) (5,956) (6,919) $ 1,820 $ (10,719) $ (6,502) $ (7,575) Certain of our defined pension plans have projected benefit obligations in excess of the fair value of plan assets. For these plans, the projected benefit obligations and the fair value of plan assets were as follows (in thousands): December 31, December 31, Projected benefit obligations $ 46,372 $ 90,267 Fair value of plan assets 43,093 74,491 Funded status $ (3,279) $ (15,776) Plan assets —The investment policy is to maximize the expected return for an acceptable level of risk. Our expected long-term rate of return on plan assets is based on a target allocation of assets, which is based on our goal of earning the highest rate of return while maintaining risk at acceptable levels. As of December 31, 2021 and 2020, the weighted average asset allocations by asset category for the Defined Benefit Plans were as follows (in thousands): Investment type December 31, December 31, Equity securities 31 % 60 % Debt securities 67 % 34 % Real estate 2 % 6 % Total 100 % 100 % The principal investment objectives are to ensure the availability of funds to pay pension and postretirement benefits as they become due under a broad range of future economic scenarios, to maximize long-term investment return with an acceptable level of risk based on our pension and postretirement obligations, and to be sufficiently diversified across and within the capital markets to mitigate the risk of adverse or unexpected results from one security class having an unduly detrimental impact on the entire portfolio. Each asset class has broadly diversified characteristics. Decisions regarding investment policy are made with an understanding of the effect of asset allocation on funded status, future contributions and projected expenses. We have set the target asset allocations for the RCC Pension Plan and the Ply Gem Plan at 30% equity and 70% fixed income, and the MW Plan at 50% equity and 50% fixed income. The Coil Coating Benefit Plans have a target asset allocation of 100% fixed income. The fair values of the assets of the Defined Benefit Plans at December 31, 2021 and 2020, by asset category and by levels of fair value, as further defined in Note 17 — Fair Value of Financial Instruments and Fair Value Measurements were as follows (in thousands): December 31, 2021 December 31, 2020 Asset category Level 1 Level 2 Total Level 1 Level 2 Total Cash and cash equivalents $ 20 $ — $ 20 $ 48 $ — $ 48 Mutual funds: Growth funds 6,649 — 6,649 11,677 — 11,677 Real estate funds 2,072 — 2,072 5,966 — 5,966 Equity income funds 6,197 — 6,197 9,031 — 9,031 Index funds 12,642 — 12,642 26,364 — 26,364 International equity funds 4,883 — 4,883 8,844 — 8,844 Fixed income funds 12,982 53,509 66,491 12,562 19,723 32,285 Total $ 45,445 $ 53,509 $ 98,954 $ 74,492 $ 19,723 $ 94,215 Net periodic benefit cost (income) —The components of the net periodic benefit cost (income) were as follows (in thousands): Defined Benefit Plans FY 2021 FY 2020 FY 2019 Service cost $ 54 $ 46 $ 42 Interest cost 2,542 3,231 3,897 Expected return on assets (5,439) (4,958) (4,935) Amortization of prior service cost 65 62 58 Amortization of loss 416 433 1,313 Net periodic benefit cost (income) $ (2,362) $ (1,186) $ 375 OPEB Plans FY 2021 FY 2020 FY 2019 Service cost $ 17 $ 17 $ 22 Interest cost 178 237 262 Amortization of loss 70 108 — Net periodic benefit cost $ 265 $ 362 $ 284 The amounts in accumulated other comprehensive income that have not yet been recognized as components of net periodic benefit income are as follows (in thousands): Defined Benefit Plans OPEB Plans December 31, December 31, December 31, December 31, Unrecognized actuarial loss $ 5,450 $ 12,345 $ 1,350 $ 1,703 Unrecognized prior service cost — 65 — — Total $ 5,450 $ 12,410 $ 1,350 $ 1,703 Unrecognized actuarial gains (losses), net of tax, of $4.1 million and $(1.1) million during fiscal 2021 and 2020, respectively, are included in other comprehensive income (loss) in the consolidated statements of comprehensive income (loss). The changes in plan assets and benefit obligation recognized in other comprehensive income (loss) are as follows (in thousands): Defined Benefit Plans FY 2021 FY 2020 FY 2019 Net actuarial loss (gain) $ (6,479) $ 1,777 $ (315) Amortization of net actuarial loss (416) (433) (1,313) Amortization of prior service cost (65) (63) (58) Total recognized in other comprehensive income (loss) $ (6,960) $ 1,281 $ (1,686) OPEB Plans FY 2021 FY 2020 FY 2019 Net actuarial loss (gain) $ (283) $ 204 $ 1,367 Amortization of net actuarial loss (70) (108) — Total recognized in other comprehensive income (loss) $ (353) $ 96 $ 1,367 We expect to contribute $0.5 million to the OPEB Plans in fiscal 2022. We expect the following benefit payments to be made (in thousands): Fiscal years ending Defined OPEB Plans 2022 $ 6,554 $ 554 2023 6,522 539 2024 6,417 485 2025 6,337 463 2026 6,268 391 2027 - 2031 29,529 1,923 |
SEGMENT INFORMATION
SEGMENT INFORMATION | 12 Months Ended |
Dec. 31, 2021 | |
Segment Reporting [Abstract] | |
SEGMENT INFORMATION | SEGMENT INFORMATION Operating segments are defined as components of an enterprise that engage in business activities for which discrete financial information is available and is evaluated on a regular basis by the chief operating decision maker to make decisions regarding the allocation of resources to the segment and assess the performance of the segment. The Company has three reportable segments: Windows, Siding and Commercial. These operating segments follow the same accounting policies used for our consolidated financial statements. We evaluate a segment’s performance on a U.S. GAAP basis based primarily upon operating income before corporate expenses. Corporate assets consist primarily of cash, investments, prepaid expenses, current and deferred taxes and property, plant and equipment associated with our headquarters in Cary, North Carolina and office in Houston, Texas. These items (and income and expenses related to these items) are not allocated to the operating segments. Corporate unallocated expenses primarily include share-based compensation expenses, restructuring charges, acquisition-related costs, and other expenses related to executive, legal, finance, tax, treasury, human resources, information technology and strategic sourcing, and corporate travel expenses. Additional unallocated amounts primarily include non-operating items such as interest income, interest expense, loss on extinguishment of debt and other income (expense). Summary financial data attributable to the segments for the periods indicated is as follows (in thousands): Year Ended December 31, December 31, December 31, Net sales: Windows $ 2,322,277 $ 1,889,625 $ 1,930,447 Siding 1,364,080 1,141,946 1,111,407 Commercial 1,896,780 1,585,798 1,847,893 Total net sales $ 5,583,137 $ 4,617,369 $ 4,889,747 Operating income (loss): Windows $ 100,725 $ (223,646) $ 92,538 Siding 137,772 (61,930) 66,273 Commercial 1,104,335 159,586 201,073 Corporate (205,587) (140,516) (145,148) Total operating income (loss) $ 1,137,245 $ (266,506) $ 214,736 Unallocated other expense, net (235,418) (210,709) (225,351) Income (loss) before income taxes $ 901,827 $ (477,215) $ (10,615) Depreciation and amortization: Windows $ 134,626 $ 121,519 $ 94,737 Siding 116,660 113,737 121,004 Commercial 36,282 45,213 44,550 Corporate 5,333 4,133 3,473 Total depreciation and amortization expense $ 292,901 $ 284,602 $ 263,764 Capital expenditures: Windows $ 49,001 $ 22,197 $ 43,408 Siding 33,198 28,558 22,695 Commercial 16,934 26,833 51,144 Corporate 15,582 4,263 3,838 Total capital expenditures $ 114,715 $ 81,851 $ 121,085 December 31, December 31, Property, plant and equipment, net: Windows $ 251,627 $ 223,206 Siding 155,346 159,761 Commercial 174,440 227,391 Corporate 30,882 21,463 Total property, plant and equipment, net $ 612,295 $ 631,821 Total assets: Windows $ 2,223,098 $ 1,717,032 Siding 2,060,275 2,123,615 Commercial 1,073,264 890,380 Corporate 470,823 747,463 Total assets $ 5,827,460 $ 5,478,490 Summary financial data attributable to various geographic regions for the periods indicated is as follows (in thousands): Year Ended December 31, December 31, December 31, Total sales: United States of America $ 5,132,085 $ 4,304,559 $ 4,526,385 Canada 422,867 305,780 340,250 Mexico 9,417 3,093 3,381 All other 18,768 3,937 19,731 Total net sales $ 5,583,137 $ 4,617,369 $ 4,889,747 December 31, December 31, Long-lived assets: United States of America $ 3,213,052 $ 3,107,027 Canada 270,752 292,503 Costa Rica 324 189 Mexico 10,858 11,435 Total long-lived assets $ 3,494,986 $ 3,411,154 Sales are determined based on customers’ requested shipment location. |
CONTINGENCIES
CONTINGENCIES | 12 Months Ended |
Dec. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
CONTINGENCIES | CONTINGENCIES As a manufacturer of products primarily for use in building construction, the Company is inherently exposed to various types of contingent claims, both asserted and unasserted, in the ordinary course of business. As a result, from time to time, the Company and/or its subsidiaries become involved in various legal proceedings or other contingent matters arising from claims or potential claims arising out of its operations and businesses that cover a wide range of matters, including, among others, environmental, contract, employment, intellectual property, securities, personal injury, property damage, product liability, warranty, and modification, adjustment or replacement of component parts or units sold, which may include product recalls. The Company insures (or self-insures) against these risks to the extent deemed prudent by its management and to the extent insurance is available. The Company regularly reviews the status of ongoing proceedings and other contingent matters along with legal counsel. Liabilities for such items are recorded when it is probable that the liability has been incurred and when the amount of the liability can be reasonably estimated. Liabilities are adjusted when additional information becomes available. Management believes that the ultimate disposition of these matters will not have a material adverse effect on the Company’s results of operations, financial position or cash flows. However, such matters are subject to many uncertainties and outcomes and are not predictable with assurance. Further, due to the lack of adequate information and the potential impact of present regulations and any future regulations, there are certain circumstances in which no range of potential exposure may be reasonably estimated. Also, it is not possible to ascertain the ultimate legal and financial liability with respect to certain contingent liabilities, including lawsuits, and therefore no such estimate has been made as of December 31, 2021. Environmental The Company’s operations are subject to various federal, state, local and foreign environmental, health and safety laws. Among other things, these laws regulate the emissions or discharge of materials into the environment; govern the use, storage, treatment, disposal and management of hazardous substances and wastes; protect the health and safety of its employees and the end-users of its products; regulate the materials used in its products; and impose liability for the costs of investigating and remediating (as well as other damages resulting from) present and past releases of hazardous substances. Violations of these laws or of any conditions contained in environmental permits could result in substantial fines or penalties, injunctive relief, consent orders, requirements to install pollution controls or other abatement equipment, or civil sanctions. The Company could be held liable for costs to investigate, remediate or otherwise address contamination at any real property it has ever owned, operated or used as a disposal site, or at other sites where we or predecessors may have released hazardous materials. The Company could incur fines, penalties or sanctions or be subject to third-party claims, including indemnification claims, for property damage, personal injury or otherwise as a result of violations of (or liabilities under) environmental, health and safety laws, or in connection with releases of hazardous or other materials. MW Manufacturers, Inc. (“MW”), a subsidiary of Ply Gem Industries, Inc., entered into a September 2011 Administrative Order on Consent with the U.S. Environmental Protection Agency (“EPA”) under the Corrective Action Program to address known releases of hazardous substances at MW’s Rocky Mount, Virginia property. A Phase I RCRA Facility Investigation (“RFI”) was submitted to the Virginia Department of Environmental Quality (“VDEQ”) in December 2015, and a Phase II RFI and the Human Health Risk Assessment and Baseline Ecological Risk Assessment were submitted in October 2018. A Limited Corrective Measures Study based on the investigations was submitted to the VDEQ for review and approval in September 2019. Upon completion of a 30-day public comment period, the VDEQ issued its Final Decision and Response to Comments approving a final remedy in May 2021. The final remedy consists of continuing groundwater monitoring until the VDEQ’s corrective actions have been met; and implementing and complying with land use restrictions and institutional controls imposed by an environmental covenant. The Company has recorded a liability of $4.5 million for this MW site, of which $1.0 million is in other current liabilities and $3.5 million is in other long-term liabilities on the Company’s consolidated balance sheet as of December 31, 2021. The EPA is investigating groundwater contamination at a Superfund site in York, Nebraska, referred to as the PCE/TCE Northeast Contamination Site (“PCE/TCE Site”). Kroy Building Products, Inc. (“KBP”), a subsidiary of Ply Gem Industries, Inc., has been identified as a potentially responsible party at the site and has liability for investigation and remediation costs associated with the contamination. In May 2019, KBP and an unrelated respondent entered into an Administrative Settlement Agreement and Order on Consent with the EPA to conduct a Remedial Investigation/Feasibility Study (“RI/FS”) of the PCE/TCE Site. A final RI/FS Work Plan was approved by EPA in December 2019. Two phases of RI field sampling have been completed through May 2021 and a Monitoring Well Plan was approved by EPA in November 2021. The Company has recorded a liability of $4.4 million within other current liabilities on its consolidated balance sheet as of December 31, 2021. If necessary, the Company will adjust our remediation liability if the RI/FS scope materially changes or the EPA imposes additional investigative requirements. The Company may be able to recover a portion of costs incurred in connection with the PCE/TCE Site from other potentially responsible parties, though there is no assurance we would receive any funds. Based on current information, the Company is not aware of any environmental compliance obligations, claims or investigations that will have a material adverse effect on its results of operations, cash flows or financial position except as otherwise disclosed in the Company’s consolidated financial statements. However, there can be no guarantee that previously known or newly discovered matters will not result in material costs or liabilities. Litigation The Company believes it has valid defenses to the outstanding claims discussed below and will vigorously defend all such claims; however, litigation is subject to many uncertainties and there cannot be any assurance that the Company will ultimately prevail or, in the event of an unfavorable outcome or settlement of litigation, that the ultimate liability would not be material and would not have a material adverse effect on the business, results of operations, cash flows or financial position of the Company. In November 2018, Aurora Plastics, LLC (“Aurora”) initiated an arbitration demand against Atrium Windows and Doors, Inc., Atrium Extrusion Systems, Inc., and North Star Manufacturing (London) Ltd. (collectively, “Atrium”) pursuant to a Third Amended and Restated Vinyl Compound and Supply Agreement dated as of December 22, 2016. A settlement was reached in this case during the fourth quarter of 2019. The Company has a $3.9 million liability related to the settlement in other current liabilities on the Company’s consolidated balance sheet as of December 31, 2021. On November 14, 2018, an individual stockholder, Gary D. Voigt, filed a putative class action Complaint in the Delaware Court of Chancery against Clayton Dubilier & Rice, LLC (“CD&R”), Clayton, Dubilier & Rice Fund VIII, L.P. (“CD&R Fund VIII”), and certain directors of the Company. Voigt purported to assert claims on behalf of himself, on behalf of a class of other similarly situated stockholders of the Company, and derivatively on behalf of the Company, the nominal defendant. An Amended Complaint was filed on April 11, 2019. The Amended Complaint asserted claims for breach of fiduciary duty and unjust enrichment against CD&R Fund VIII and CD&R, and for breach of fiduciary duty against twelve director defendants in connection with the Merger. Defendants moved to dismiss the Amended Complaint and, on February 10, 2020, the court denied the motions except as to four of the director defendants. Voigt sought damages in an amount to be determined at trial. On August 25, 2021, the parties to the case filed a Stipulation of Compromise and Settlement (“Stipulation”) setting forth their agreement to settle the litigation. The Stipulation provides for CD&R, CD&R Fund VIII, and the eight director defendants to cause their respective insurers to pay a total of $100 million into an escrow account that will be used to pay escrow expenses, satisfy any fee and incentive amounts awarded by the court in favor of plaintiff and plaintiff’s counsel, and distribute the remaining funds to the Company. The Stipulation further provided that plaintiff’s counsel would apply for an award of attorneys’ fees and litigation expenses in an amount of up to 23.5% of the $100 million payment by the insurers, and that an incentive award for the named plaintiff will be paid solely from the amount of plaintiff attorneys’ fees awarded. This Stipulation required court approval. On January 19, 2022, the Court held a hearing, verbally approved the Stipulation, and approved the plaintiff’s counsel’s application for a fee award of 23.5% of the $100 million settlement payment and the incentive award. On January 20, 2022, the Court entered an Order and Final Judgment approving the Stipulation. The Stipulation represents a gain contingency in accordance with ASC 450, Contingencies , that has not been recorded as the matter was not resolved as of December 31, 2021. The proceeds from the Stipulation will be recorded when received. Other contingencies The Company’s imports of fabricated structural steel (“FSS”) from its Mexican affiliate, Building Systems de Mexico S.A. de C.V. (“BSM”) were subject to antidumping (“AD”) and countervailing duty (“CVD”) tariff proceedings before the U.S. Department of Commerce (“DOC”) and the U.S. International Trade Commission (“USITC”). The proceedings were initiated in February 2019 by the American Institute of Steel Construction (“AISC”) against FSS being imported into the USA from Mexico, Canada, and China. In 2019, the DOC issued preliminary tariff rates and in 2020 finalized CVD and AD tariff rates of 0% and 8.47%, respectively, for the Company’s imports of FSS from BSM. However, in February 2020, in a 3 to 2 vote, the USITC concluded there was no injury or threat of injury to the domestic FSS industry. In March 2020 the USITC opinion was published in the Federal Register, ceasing the Company’s requirement to pay the AD and CVD tariffs. The Company received full reimbursement for the $4.1 million in tariffs previously deposited with United States Customs and Border Protection and recorded a reduction in costs of sales during the fiscal year ended December 31, 2020. This matter was appealed by the AISC and, on September 22, 2021, the U.S. Court of International Trade (“CIT”) issued an opinion upholding the USITC’s determination that there was no injury or threat of injury to the domestic FSS industry caused by the cumulated imports of FSS from Mexico, Canada, and China. The AISC has appealed the CIT decision to the U.S. Court of Appeals for the Federal Circuit (“CAFC”). The Company will continue to vigorously advocate its position, that its import of FSS from BSM should not be subject to any CVD or AD tariffs, in all tribunals including the CAFC as well as the tribunal established pursuant to the North American Free Trade Agreement (“NAFTA”). The Company’s position is in agreement with, and bolstered by, the USITC’s determination that FSS imports do not cause material injury or threaten material injury to the U.S. industry and the CIT’s sustaining of the USITC’s final negative injury determination. We have evaluated this matter in accordance with ASC 450, Contingencies , and concluded that no liability to the Company is probable and estimable as of December 31, 2021. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Use of Estimates | Use of Estimates. The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, revenues and expenses, and related disclosures of contingent assets and liabilities in the consolidated financial statements and accompanying notes. Estimates are used for, but not limited to, provisions for expected credit losses and inventory reserves, accounting for business combinations, valuation of reporting units for purposes of assessing goodwill for impairment, valuation of asset groups for impairment testing, accruals for employee benefits, general liability insurance, warranties and certain contingencies. We base our estimates on historical experience, market participant fair value considerations, projected future cash flows, and various other factors that are believed to be reasonable under the circumstances. Actual results could differ from those estimates. Given the uncertain economic climate and additional or unforeseen effects from the COVID-19 pandemic, these estimates have become more challenging, and actual results could differ materially from these estimates. |
Cash and Cash Equivalents | Cash and Cash Equivalents. Cash equivalents are stated at cost plus accrued interest, which approximates fair value. Cash equivalents are highly liquid debt instruments with an original maturity of three months or less and may consist of time deposits with a number of commercial banks with high credit ratings, money market instruments, certificates of deposit and commercial paper. The Company’s policy allows it to also invest excess funds in no-load, open-end, management investment trusts (“mutual funds”) that invest exclusively in high quality money market instruments. As of December 31, 2021, the Company’s cash and cash equivalents were only invested in cash. |
Accounts Receivable and Related Allowance | Accounts Receivable and Related Allowance . The Company reports accounts receivable net of an allowance for expected credit losses. Trade accounts receivable are the result of sales of vinyl windows, aluminum windows, vinyl siding, metal siding, injection molded products, metal building products, metal coating, and other products and services to customers throughout the United States and Canada and affiliated territories, including international builders who resell to end users. Sales are primarily denominated in U.S. dollars. Credit sales do not normally require a pledge of collateral; however, various types of liens may be filed to enhance the collection process and we require payment prior to shipment for certain international shipments. |
Inventories | Inventories. Inventories are stated at the lower of cost or net realizable value less allowance for inventory obsolescence using the First-In, First-Out Method (“FIFO”). |
Assets and Liabilities Held for Sale and Divestitures | Assets Held for Sale. The Company records assets held for sale at the lower of the carrying value or fair value less costs to sell. The following criteria are used to determine if property is held for sale: (i) management has the authority and commits to a plan to sell the property; (ii) the property is available for immediate sale in its present condition; (iii) there is an active program to locate a buyer and the plan to sell the property has been initiated; (iv) the sale of the property is probable within one year; (v) the property is being actively marketed at a reasonable sale price relative to its current fair value; and (vi) it is unlikely that the plan to sell will be withdrawn or that significant changes to the plan will be made.In determining the fair value of the assets less costs to sell, the Company considers factors including current sales prices for comparable assets in the area, recent market analysis studies, appraisals and any recent legitimate offers. If the estimated fair value less costs to sell of an asset is less than its current carrying value, the asset is written down to its estimated fair value less costs to sell. Our assumptions about property sales prices require significant judgment because the current market is highly sensitive to changes in economic conditions. We determined the estimated fair values of real property assets held for sale based on current market conditions and assumptions made by management, which may differ from actual results and may result in impairments if market conditions deteriorate. |
Property, Plant and Equipment | Property, Plant and Equipment . Property, plant and equipment are stated at cost and depreciated using the straight-line method over their estimated useful lives. Leasehold improvements are capitalized and amortized using the straight-line method over the shorter of their estimated useful lives or the term of the underlying lease. Depreciation and amortization are recognized in cost of sales and selling, general and administrative expenses based on the nature and use of the underlying assets. |
Internally Developed Software | Internally Developed Software . Internally developed software is stated at cost less accumulated amortization, is included within property, plant and equipment within our consolidated balance sheets, and is depreciated using the straight-line method over its estimated useful life ranging from 3 to 7 years. Software assets are reviewed for impairment when events or circumstances indicate the carrying value may not be recoverable over the remaining lives of the assets. During the software application development stage, capitalized costs include external consulting costs, costs of software licenses and internal payroll and payroll related costs for employees who are directly associated with a software project. Upgrades and enhancements are capitalized if they result in added functionality which enable the software to perform tasks it was previously incapable of performing. Software maintenance, training, data conversion and business process reengineering costs are expensed in the period in which they are incurred. |
Goodwill and Other Intangible Assets | Goodwill and Other Intangible Assets . The Company reviews the carrying values of goodwill and identifiable intangibles whenever events or changes in circumstances indicate that such carrying values may not be recoverable and annually for goodwill as required by ASC 350, Intangibles — Goodwill and Other . This guidance provides the option to first assess qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying value. If, based on a review of qualitative factors, it is more likely than not that the fair value of a reporting unit is less than its carrying value, we perform a quantitative analysis. If the carrying value of a reporting unit exceeds its fair value, we measure any goodwill impairment loss as the amount by which the carrying amount of a reporting unit exceeds its fair value, not to exceed the total amount of goodwill allocated to that reporting unit. |
Leases | Leases . The Company has leases for certain office, manufacturing, warehouse and distribution locations, and vehicles and equipment, including fleet vehicles. Many of these leases have options to terminate prior to or extend beyond the end of the term. The exercise of the majority of lease renewal options is at the Company’s sole discretion. Some lease agreements have variable payments, the majority of which are real estate agreements in which future increases in rent are based on an index. Our lease agreements do not contain any material residual value guarantees or material restrictive covenants. The Company accounts for lease and non-lease components as a single lease component for all leases other than leases of durable tooling. The Company has elected to exclude leases with an initial term of 12 months or less from the consolidated balance sheets and recognizes related lease payments in the consolidated statements of operations on a straight-line basis over the lease term. Operating lease liabilities are recognized based on the present value of the future minimum lease payments over the reasonably expected holding period at the commencement date of the leases. Few of the Company’s lease contracts provide a readily determinable implicit rate. As such, an estimated incremental borrowing rate (“IBR”) is utilized, based on information available at the inception of the lease. The incremental borrowing rate represents an estimate of the interest rate we would incur at lease commencement to borrow an amount equal to the lease payments on a collateralized basis over the term of the lease. Accounting for leases requires judgment, including determining whether a contract contains a lease, the incremental borrowing rates to utilize for leases without a stated implicit rate, the reasonably certain holding period for a leased asset, and the allocation of consideration to lease and non-lease components. The allocation of the lease and non-lease components for durable tooling is based on the Company’s best estimate of standalone price. |
Revenue Recognition | Revenue Recognition. The Company enters into contracts that pertain to products, which are accounted for as separate performance obligations and are typically one year or less in duration. Given the nature of the Company's sales arrangements, we are not required to exercise significant judgment in determining the timing for the satisfaction of performance obligations or the transaction price. Revenue is measured as the amount of consideration expected to be received in exchange for our products. Revenue is generally recognized when the product has shipped from the Company’s facility and control has transferred to the customer. For certain products, it is industry practice that customers take title to products upon delivery, at which time revenue is then recognized by the Company. For a portion of the Company's business, when the Company processes customer owned material, control is deemed to transfer to the customer as the processing is being completed. Allowances for cash discounts, volume rebates and other customer incentive programs, as well as gross customer returns, among others, are recorded as a reduction of sales at the time of sale based upon the estimated future outcome. Cash discounts, volume rebates and other customer incentive programs are based upon certain percentages agreed upon with the Company’s various customers, which are typically earned by the customer over an annual period. The Company’s revenues are adjusted for variable consideration, which includes customer volume rebates and prompt payment discounts. The Company measures variable consideration by estimating expected outcomes using analysis and inputs based upon anticipated performance, historical data, and current and forecasted information. Customer returns are recorded as a reduction to sales on an actual basis throughout the year and also include an estimate at the end of each reporting period for future customer returns related to sales recorded prior to the end of the period. The Company generally estimates customer returns based upon the time lag that historically occurs between the sale date and the return date, while also factoring in any new business conditions that might impact the historical analysis such as new product introduction. Measurement of variable consideration is reviewed by management periodically and revenue is adjusted accordingly. The Company does not have significant financing components. The Company recognizes installation revenue, primarily within the stone veneer business, over the period for which the stone is installed, which is typically a very short duration. Shipping and handling activities performed by the Company are considered activities to fulfill the sales of our products. Amounts billed for shipping and handling are included in net sales, while costs incurred for shipping and handling are included in cost of sales. In accordance with certain contractual arrangements, the Company receives payment from our customers in advance related to performance obligations that are to be satisfied in the future and recognizes such payments as deferred revenue, primarily related to the Company’s weathertightness warranties (see Warranty accounting policies below ). |
Equity Raising and Deferred Financing Costs | Deferred Financing Costs. Deferred financing costs generally comprising facility, agency, and certain legal fees associated with issuing new debt and debt restructuring, are amortized over the contractual term of the related agreement using the effective interest method. |
Cost of Sales | Cost of Sales . Cost of sales includes the cost of inventory sold during the period, including costs for manufacturing, inbound freight, receiving, inspection, warehousing, and internal transfers less vendor rebates. Costs associated with shipping and handling the Company’s products are also included in cost of sales. Purchasing costs and engineering and drafting costs are included in selling, general and administrative expense. |
Warranty | Warranty . The Company offers a number of warranties associated with the products it sells. The specific terms and conditions of these warranties vary depending on the product sold. The Company’s warranty liabilities are undiscounted and adjusted for inflation based on third party actuarial estimates. Factors that affect the Company’s warranty liabilities include |
Insurance | Insurance . Group medical insurance is purchased through Blue Cross Blue Shield (“BCBS”). The plans include a Preferred Provider Organization Plan (“PPO”) and a Consumer Driven Health Plan (“CDHP”). These plans are managed-care plans utilizing networks to achieve discounts through negotiated rates with the providers within these networks. The claims incurred under these plans are self-funded for the first $500,000. The Company purchases individual stop loss reinsurance to limit the claims liability to $500,000 per covered individual per year. BCBS administers all claims, including claims processing, utilization review and network access charges. Insurance is purchased for workers compensation and employer liability, general liability, property and auto liability. The Company utilizes either deductibles or self-insurance retentions (“SIR”) to limit the exposure to catastrophic loss. The workers compensation insurance has a $1,000,000 per-occurrence deductible. The property and auto liability insurances have per-occurrence deductibles of $500,000 each. The general liability insurance has a $1,000,000 SIR. Umbrella insurance coverage is purchased to protect us against claims that exceed the Company’s per-occurrence or aggregate limits set forth in the Company’s respective policies. All claims are adjusted utilizing a third-party claims administrator and insurance carrier claims adjusters. Each reporting period, the Company records the costs of its health insurance plan, including paid claims, an estimate of the change in incurred but not reported (“IBNR”) claims, and administrative fees, when applicable, (collectively the “Plan Costs”) as general and administrative expenses on the consolidated statements of operations. The estimated IBNR claims are based upon (i) the level of paid claims under the plan over the prior 36 months, (ii) an estimated lag factor and (iii) an estimate of incurred and reported but not yet paid claims. The Company uses an actuary to determine the claims lag and estimated liability for IBNR claims. For workers’ compensation costs, the Company monitors the number of accidents and the severity of such accidents to develop appropriate estimates for expected costs to provide both medical care and indemnity benefits, when applicable, for the period of time that an employee is incapacitated and unable to work. These accruals are developed using independent third-party actuarial estimates of the expected cost for similar disabilities. For general liability and automobile claims, accruals are developed based on independent third-party actuarial estimates of the expected cost to resolve each claim, including damages and defense costs, based on legal and industry trends and the nature and severity of the claim. Accruals also include estimates for IBNR claims, and taxes and administrative fees, when applicable. Each reporting period, the Company records the costs of our workers’ compensation, general liability and automobile claims, including paid claims, an estimate of the change in IBNR claims, taxes and administrative fees as general and administrative expenses on the consolidated statements of operations. |
Advertising Costs | Advertising Costs. Advertising costs are expensed as incurred. |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets . The Company assesses impairment of property, plant and equipment at an asset group level in accordance with the provisions of ASC 360, Property, Plant and Equipment. |
Share-Based Compensation | Share-Based Compensation. Compensation expense is recorded for restricted stock awards under the fair value method. Compensation expense for performance stock units (“PSUs”) is recorded based on the probable outcome of the performance conditions associated with the respective shares, as determined by management. |
Foreign Currency Re-measurement and Translation | Foreign Currency Remeasurement and Translation . The functional currency for the Company’s Canadian operations is the Canadian dollar. Translation adjustments resulting from translating the functional currency financial statements into U.S. dollar equivalents are reported separately in accumulated other comprehensive income (loss) in stockholders’ equity. The net foreign currency gains (losses) included in net income (loss) for fiscal 2021, 2020 and 2019 were $(3.1) million, $1.1 million and $1.2 million, respectively. Net foreign currency translation adjustments, net of tax, and included in other comprehensive income (loss) were $6.6 million, $17.3 million and $3.2 million for the fiscal 2021, 2020 and 2019, respectively. The functional currency for the Company’s Mexico operations is the U.S. dollar. Adjustments resulting from the remeasurement of the local currency financial statements into the U.S. dollar functional currency, which uses a combination of current and historical exchange rates, are included in net income (loss) in the current period. Net foreign currency remeasurement gains (losses) were $(0.6) million, $0.2 million and $0.9 million for fiscal 2021, 2020 and 2019, respectively. |
Contingencies | Contingencies. The Company establishes reserves for estimated loss contingencies and unasserted claims when it believes a loss is probable and the amount of the loss can be reasonably estimated. The Company’s contingent liability reserves are related primarily to litigation and environmental matters. Revisions to contingent liability reserves are reflected in income in the period in which there are changes in facts and circumstances that affect our previous assumptions with respect to the likelihood or amount of loss. Reserves for contingent liabilities are based upon assumptions and estimates regarding the probable outcome of the matter. The Company estimates the probability by evaluating historical precedent as well as the specific facts relating to each particular contingency (including the opinion of outside advisors, professionals and experts). Should the outcome differ from the assumptions and estimates or other events result in a material adjustment to the accrued estimated reserves, revisions to the estimated reserves for contingent liabilities would be required and would be recognized in the period the new information becomes known. |
Income taxes | Income taxes . The determination of the Company’s provision for income taxes requires significant judgment, the use of estimates and the interpretation and application of complex tax laws. The amounts recorded in our consolidated financial statements reflect estimates of final amounts due to timing of completion and filing of actual income tax returns. Estimates are required with respect to, among other things, the appropriate state income tax rates used in the various states in which we and our subsidiaries are required to file, the potential utilization of operating and capital loss carry-forwards for federal, state, and foreign income tax purposes and valuation allowances required, if any, for tax assets that may not be realized in the future. The Company establishes reserves when, despite our belief that our tax return positions are fully supportable, certain positions could be challenged, and the positions may not be fully sustained. The Company’s provision for income taxes reflects a combination of income earned and taxed in the various U.S. federal and state, Canadian federal and provincial, Mexican federal and other jurisdictions. Jurisdictional tax law changes, increases or decreases in permanent differences between book and tax items, accruals or adjustments of accruals for tax contingencies or valuation allowances, and the change in the mix of earnings from these taxing jurisdictions all affect the overall effective tax rate. |
Acquisitions | Acquisitions . The Company records acquisitions resulting in the consolidation of a business using the acquisition method of accounting. Under this method, we record the assets acquired, including intangible assets that can be identified and named, and liabilities assumed based on their estimated fair values at the date of acquisition. Various fair value assumptions are used in the determination of these estimated fair values, including items such as sales growth rates, cost synergies, discount rates and other prospective financial information. The purchase price in excess of the fair value of the assets acquired and liabilities assumed is recorded as goodwill. We believe these estimates are based upon reasonable assumptions; however, they are inherently uncertain and unpredictable, and actual results may differ. Estimates associated with the accounting for acquisitions may change during the measurement period, which may be up to one year from the acquisition date. As a result, material adjustments during the measurement period are reflected in the comparative consolidated financial statements in the period in which the adjustment amount is determined. Upon the conclusion of the measurement period or final determination of the values of assets acquired or liabilities assumed, whichever comes first, any subsequent adjustments are recorded in our consolidated statements of operations. Newly acquired entities are included in our results from the date of their respective acquisitions. See Note 4 — Acquisitions . |
Adopted Accounting Pronouncements and Recent Accounting Pronouncements | Adopted Accounting Pronouncements In December 2019, the Financial Accounting Standards Board ("FASB") issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes, which simplifies the accounting for income taxes by removing certain exceptions to the general principles in Topic 740 and also improves consistent application of and simplifies U.S. GAAP for other areas of Topic 740 by clarifying and amending existing guidance. Effective January 1, 2021, the Company adopted this guidance. The application of ASU 2019-12 did not have a material effect on the consolidated financial statements. Recent Accounting Pronouncements In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting , which provides optional guidance to ease the potential burden in accounting for reference rate reform on financial reporting. In January 2021, the FASB issued ASU 2021-01, Reference Rate Reform (Topic 848): Scope, which clarifies that certain optional expedients and exceptions in Topic 848 for contract modifications and hedge accounting apply to derivatives that are affected by the reference rate transition. The amendments in these ASUs are elective, apply to all entities that have contracts, hedging relationships, and other transactions that reference LIBOR or another reference rate expected to be discontinued because of rate reform, and may be adopted as of March 12, 2020 through December 31, 2022. The Company is evaluating the impact of electing to apply the amendments. In October 2021, the FASB issued ASU 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers , which requires the recognition and measurement of contract assets and contract liabilities acquired in a business combination in accordance with ASC 606, Revenue from Contracts with Customers . This creates an exception to the general recognition and measurement principles in ASC 805. The Company will be required to adopt this guidance in the annual and interim periods for the fiscal year ending December 31, 2023, with early adoption permitted. The amendments in this ASU should be applied prospectively to business combinations occurring on or after the effective date of the amendments. The Company does not anticipate that the adoption of this guidance will have a material impact on the consolidated financial statements. |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Schedule of Cash and Cash Equivalents | The following table provides a reconciliation of cash, cash equivalents and restricted cash reported within the consolidated balance sheets that total the amounts shown in the consolidated statements of cash flows (in thousands): December 31, December 31, Cash and cash equivalents $ 394,447 $ 674,255 Restricted cash (1) 2,211 6,223 Total cash, cash equivalents and restricted cash shown in the consolidated statements of cash flows $ 396,658 $ 680,478 (1) Restricted cash primarily relates to escrow balances held for an outstanding earn-out agreement as of December 31, 2020 and working capital and other indemnification agreements in both periods presented. |
Schedule of Restricted Cash and Cash Equivalents | The following table provides a reconciliation of cash, cash equivalents and restricted cash reported within the consolidated balance sheets that total the amounts shown in the consolidated statements of cash flows (in thousands): December 31, December 31, Cash and cash equivalents $ 394,447 $ 674,255 Restricted cash (1) 2,211 6,223 Total cash, cash equivalents and restricted cash shown in the consolidated statements of cash flows $ 396,658 $ 680,478 (1) Restricted cash primarily relates to escrow balances held for an outstanding earn-out agreement as of December 31, 2020 and working capital and other indemnification agreements in both periods presented. |
Rollforward of Uncollectible Accounts | The following table represents the rollforward of the allowance for credit losses for the periods indicated (in thousands): Year Ended December 31, December 31, December 31, Ending balance, prior period $ 13,313 $ 9,962 $ 10,270 Cumulative effect of accounting change (1) — 678 — Provision for expected credit losses 3,604 5,390 2,035 Amounts charged against allowance for credit losses, net of recoveries (1,729) (3,579) (2,807) Allowance for credit losses of acquired company at date of acquisition 269 862 464 Divestitures (4,158) — — Ending balance $ 11,299 $ 13,313 $ 9,962 (1) Cumulative effect of accounting change reflects the modified retrospective effect of adopting Accounting Standards Update (“ASU”) 2016-13, |
Schedule of Inventory Components | The components of inventory are as follows (in thousands): December 31, December 31, Raw materials $ 485,642 $ 241,353 Work in process and finished goods 263,090 190,584 $ 748,732 $ 431,937 |
Rollforward of Reserve For Obsolete Materials and Supplies | The following table represents the rollforward of reserve for obsolete materials and supplies activity for the periods indicated (in thousands): Year Ended December 31, December 31, December 31, Beginning balance $ 22,172 $ 18,712 $ 19,227 Provisions 5,155 8,015 3,207 Dispositions (6,029) (4,555) (4,082) Reserve of acquired company at date of acquisition 705 — 360 Divestitures (722) — — Ending balance $ 21,281 $ 22,172 $ 18,712 |
Schedule of Property, Plant and Equipment | Property, plant and equipment consists of the following (in thousands): December 31, December 31, Land $ 24,812 $ 26,933 Buildings and improvements 253,637 279,113 Machinery and equipment 990,338 970,083 1,268,787 1,276,129 Less: accumulated depreciation (656,492) (644,308) Total property, plant and equipment, net $ 612,295 $ 631,821 |
Schedule of Estimated Useful Lives for Depreciation | Estimated useful lives for depreciation are: Buildings and improvements 15 – 39 years Machinery and equipment 3 – 15 years |
Schedule of Disaggregation of Revenue | The following table presents disaggregated revenue disclosure details of net sales by segment (in thousands): Year Ended December 31, December 31, December 31, Windows Net Sales Disaggregation: Vinyl windows $ 2,190,887 $ 1,763,565 $ 1,838,796 Aluminum windows 85,735 74,672 53,622 Other 45,655 51,388 38,029 Total $ 2,322,277 $ 1,889,625 $ 1,930,447 Siding Net Sales Disaggregation: Vinyl siding $ 667,284 $ 523,724 $ 525,005 Metal 293,427 255,267 263,018 Injection molded 75,361 66,672 66,578 Stone 87,948 86,457 92,228 Other products & services (1) 240,060 209,826 164,578 Total $ 1,364,080 $ 1,141,946 $ 1,111,407 Commercial Net Sales Disaggregation: Metal building products (2) $ 1,473,662 $ 1,107,733 $ 1,249,757 Insulated metal panels (3) 208,220 348,640 441,441 Metal coil coating 214,898 129,425 156,695 Total $ 1,896,780 $ 1,585,798 $ 1,847,893 Total Net Sales: $ 5,583,137 $ 4,617,369 $ 4,889,747 (1) Other products & services primarily consist of installation of stone veneer products. (2) The Company’s roll-up sheet doors (“DBCI”) business is only included in the results of operations through August 17, 2021 as a result of divestiture. See Note 5 — Divestitures for more information. The net sales of UCC, which was acquired on December 3, 2021, are included from the date of acquisition. See Note 4 — Acquisitions for more information. (3) The Company’s insulated metal panels (“IMP”) business is only included in the results of operations through August 8, 2021 as a result of divestiture. See Note 5 — Divestitures for more information. |
ACQUISITIONS (Tables)
ACQUISITIONS (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Business Combination and Asset Acquisition [Abstract] | |
Schedule of Estimated Fair Value of Assets Acquired and Recorded | The Company preliminarily determined the fair value of the tangible and intangible assets and the liabilities acquired, and recorded goodwill based on the excess of the fair value of the acquisition consideration over such fair values, as follows (in thousands): Assets acquired: Cash $ 19,594 Accounts receivable 20,821 Other receivables 16 Inventories 68,727 Prepaid expenses and other current assets 1,356 Property, plant and equipment 24,184 Lease right of use assets 37,964 Goodwill 140,342 Other assets 94 Total assets acquired 313,098 Liabilities assumed: Accounts payable 32,732 Accrued expenses 22,427 Deferred income taxes 1,289 Current portion of lease liability 3,859 Other current liabilities 1,852 Non-current portion of lease liabilities 34,105 Total liabilities assumed 96,264 Net assets acquired $ 216,834 The Company preliminarily determined the fair value of the tangible and intangible assets and the liabilities acquired, and recorded goodwill based on the excess of the fair value of the acquisition consideration over such fair values, as follows (in thousands): Assets acquired: Cash $ 2,838 Accounts receivable 17,398 Other receivables 409 Inventories 16,278 Prepaid expenses and other current assets 1,538 Property, plant and equipment 18,300 Lease right of use assets 21,849 Intangible assets (trade names/customer relationships) 137,660 Goodwill 110,816 Other assets 500 Total assets acquired 327,586 Liabilities assumed: Accounts payable 17,680 Accrued expenses 7,488 Deferred income taxes 33,221 Current portion of lease liability 247 Other current liabilities 2,349 Non-current portion of lease liabilities 19,926 Other long-term liabilities 7,211 Total liabilities assumed 88,122 Net assets acquired $ 239,464 The Company preliminarily determined the fair value of the tangible and intangible assets and the liabilities acquired, and recorded goodwill based on the excess of the fair value of the acquisition consideration over such fair values, as follows (in thousands): Assets acquired: Cash $ 997 Accounts receivable 5,500 Inventories 4,446 Prepaid expenses and other current assets 823 Property, plant and equipment 2,500 Lease right of use assets 2,787 Intangible assets (trade names/customer relationships) 51,600 Goodwill 33,148 Other assets 50 Total assets acquired 101,851 Liabilities assumed: Accounts payable 1,676 Other accrued expenses 1,679 Lease liabilities 2,637 Other long-term liabilities 829 Total liabilities assumed 6,821 Net assets acquired $ 95,030 The Company determined the fair value of the tangible and intangible assets and the liabilities acquired, and recorded goodwill based on the excess of the fair value of the acquisition consideration over such fair values, as follows (in thousands): Assets acquired: Cash $ 143 Accounts receivable 7,135 Inventories 670 Prepaid expenses and other current assets 277 Property, plant and equipment 1,042 Lease right of use assets 445 Intangible assets (trade names/customer relationships) 22,350 Goodwill 12,539 Total assets acquired 44,601 Liabilities assumed: Accounts payable 1,149 Other accrued expenses 1,020 Lease liabilities 339 Other long-term liabilities 109 Total liabilities assumed 2,617 Net assets acquired $ 41,984 The Company determined the fair value of the tangible and intangible assets and the liabilities acquired, and recorded goodwill based on the excess of fair value of the acquisition consideration over such fair values, as follows (in thousands): Assets acquired: Restricted cash $ 3,379 Accounts receivable 16,825 Inventories 13,062 Prepaid expenses and other current assets 3,677 Property, plant and equipment 14,295 Lease right-of-use assets 11,372 Intangible assets (trade names/customer relationships) 91,170 Goodwill 63,543 Deferred taxes 474 Other assets 157 Total assets acquired 217,954 Liabilities assumed: Accounts payable 5,910 Other accrued expenses 14,666 Lease liabilities 11,365 Other long-term liabilities 3,450 Total liabilities assumed 35,391 Net assets acquired $ 182,563 |
Business Acquisition, Pro Forma Information | The following table provides unaudited supplemental pro forma results for the Company for the years ended December 31, 2021, 2020 and 2019 as if the UCC, Cascade Windows, Prime Windows, Kleary and Environmental Stoneworks acquisitions had occurred on January 1, 2019 (in thousands except for per share data): Year Ended December 31, December 31, December 31, Net sales $ 5,977,230 $ 5,056,390 $ 5,387,135 Net income (loss) applicable to common shares 663,273 (480,289) 26,688 Net income (loss) per common share: Basic $ 5.26 $ (3.83) $ 0.21 Diluted $ 5.23 $ (3.83) $ 0.21 |
RESTRUCTURING AND IMPAIRMENT (T
RESTRUCTURING AND IMPAIRMENT (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Restructuring and Related Activities [Abstract] | |
Summary of Restructuring Plan Costs and Charges | The following table summarizes the costs related to those restructuring initiatives and programs for periods indicated (in thousands): Year Ended Cost December 31, 2021 Severance $ 3,696 $ 39,927 Asset impairments 22,210 30,078 Gain on sale of facilities, net — (1,298) Other restructuring costs 341 9,877 Total restructuring costs $ 26,247 $ 78,584 |
Summary of Restructuring Liability and Cash Payment | The following table summarizes our severance liability, included within other accrued expenses on the consolidated balance sheets, and cash payments made pursuant to the restructuring plans from inception through December 31, 2021 (in thousands): Windows Siding Commercial Corporate Total Balance, December 31, 2018 $ — $ 85 $ — $ 2,333 $ 2,418 Costs incurred 1,094 1,834 2,721 4,009 9,658 Cash payments (676) (1,437) (2,721) (4,579) (9,413) Balance, December 31, 2019 $ 418 $ 482 $ — $ 1,763 $ 2,663 Costs incurred 4,294 2,705 16,561 3,013 26,573 Cash payments (4,406) (2,352) (14,570) (4,346) (25,674) Balance, December 31, 2020 $ 306 $ 835 $ 1,991 $ 430 $ 3,562 Costs incurred 971 264 2,004 457 3,696 Cash payments (1,262) (904) (2,473) (587) (5,226) Balance, December 31, 2021 $ 15 $ 195 $ 1,522 $ 300 $ 2,032 |
GOODWILL AND OTHER INTANGIBLE_2
GOODWILL AND OTHER INTANGIBLE ASSETS (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Carrying Amount of Goodwill By Operating Segment | The Company’s goodwill balance and changes in the carrying amount of goodwill by segment follows (in thousands): Windows Siding Commercial Total Balance, December 31, 2019 $ 714,023 $ 807,280 $ 148,291 $ 1,669,594 Goodwill recognized from acquisition — 12,539 — 12,539 Impairment (320,990) (176,774) (5,407) (503,171) Currency translation 3,991 10,000 — 13,991 Purchase accounting adjustments from prior year acquisitions — 1,776 — 1,776 Balance, December 31, 2020 $ 397,024 $ 654,821 $ 142,884 $ 1,194,729 Goodwill recognized from acquisitions 143,964 122 140,342 284,428 Divestiture — — (121,464) (121,464) Currency translation 208 155 — 363 Balance, December 31, 2021 $ 541,196 $ 655,098 $ 161,762 $ 1,358,056 |
Schedule of Finite-Lived Intangible Activity | The table that follows presents the major components of intangible assets as of December 31, 2021 and 2020 (in thousands). Intangible assets that are fully amortized are removed from the disclosures. Range of Life (Years) Weighted Average Amortization Period (Years) Cost Accumulated Amortization Net Carrying Value As of December 31, 2021 Amortized intangible assets: Trademarks/Trade names/other 3 – 15 7 $ 241,727 $ (76,574) $ 165,153 Customer lists and relationships 7 – 20 9 1,845,511 (486,029) 1,359,482 Total intangible assets 8 $ 2,087,238 $ (562,603) $ 1,524,635 Range of Life (Years) Weighted Average Amortization Period (Years) Cost Accumulated Amortization Net Carrying Value As of December 31, 2020 Amortized intangible assets: Trademarks/Trade names 5 – 15 8 $ 248,155 $ (51,722) $ 196,433 Customer lists and relationships 7 – 20 9 1,758,611 (370,440) 1,388,171 Total intangible assets 9 $ 2,006,766 $ (422,162) $ 1,584,604 |
Schedule of Amortization Expense Over Next Five Fiscal Years | The Company expects to recognize amortization expense over the next five fiscal years as follows (in thousands): 2022 $ 196,157 2023 196,144 2024 195,487 2025 195,304 2026 195,120 |
LEASES (Tables)
LEASES (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Leases [Abstract] | |
Lease, Cost | Weighted average information about the Company’s lease portfolio as of December 31, 2021 was as follows: Weighted-average remaining lease term 6.9 years Weighted-average IBR 5.74 % Operating lease costs were as follows (in thousands): Year Ended December 31, 2021 December 31, 2020 Operating lease costs Fixed lease costs $ 107,938 $ 113,760 Variable lease costs (1) 102,646 70,795 (1) Includes short-term lease costs, which are immaterial. |
Schedule of Cash Flow, Supplemental Disclosures | Cash and non-cash activities were as follows (in thousands): Year Ended December 31, 2021 December 31, 2020 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows for operating leases $ 91,024 $ 99,076 Right-of-use assets obtained in exchange for new operating lease liabilities $ 88,826 $ 19,785 |
Lessee, Operating Lease, Liability, Maturity | Future minimum lease payments under non-cancelable leases as of December 31, 2021 were as follows (in thousands): Operating Leases 2022 $ 89,202 2023 65,893 2024 52,382 2025 43,976 2026 36,016 Thereafter 108,542 Total future minimum lease payments 396,011 Less: interest 71,800 Present value of future minimum lease payments $ 324,211 As of December 31, 2021 Current portion of lease liabilities $ 73,150 Long-term portion of lease liabilities 251,061 Total $ 324,211 |
SHARE-BASED COMPENSATION (Table
SHARE-BASED COMPENSATION (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Schedule of Weighted Average Assumptions for Equity Awards Granted | The assumptions for the option awards granted in fiscal 2021, 2020 and 2019 were as follows: Year Ended December 31, December 31, December 31, Volatility rate 49.03 % 47.52 % 39.87 % Expected term (in years) 6.00 6.00 6.50 Risk-free interest rate 1.02 % 0.48 % 1.73 % |
Summary of Stock Option Transactions | The following is a summary of stock option transactions during fiscal 2021, 2020 and 2019 (in thousands, except weighted average exercise prices and weighted average remaining life): Number of Weighted Weighted Aggregate Balance, December 31, 2018 3,297 12.08 Granted 360 4.67 Forfeited (713) 12.16 Cancelled (96) 9.17 Balance, December 31, 2019 2,848 11.22 Granted 1,121 4.86 Forfeited (539) 11.26 Cancelled (215) 11.85 Balance, December 31, 2020 3,215 8.95 Granted 815 15.01 Exercised (301) 10.85 Forfeited (647) 9.17 Cancelled (37) 10.37 Balance, December 31, 2021 3,045 $ 10.28 7.8 $ 21,817 Exercisable at December 31, 2021 1,235 $ 9.23 7.0 $ 10,136 |
Additional Information Concerning Outstanding Options | The following summarizes additional information concerning outstanding options at December 31, 2021 (in thousands, except weighted average remaining life and weighted average exercise prices): Options Outstanding Number of Weighted Average Weighted Average 1,119 8.0 years $ 4.91 1,926 7.8 years 13.40 3,045 7.8 years $ 10.28 The following summarizes additional information concerning options exercisable at December 31, 2021 (in thousands, except weighted average exercise prices): Options Exercisable Number of Weighted Average Weighted Average 507 7.8 years $ 4.83 728 6.5 years 12.30 1,235 7.0 years $ 9.23 |
Restricted Stock and Performance Award Transactions | Restricted stock and performance award transactions during fiscal 2021, 2020 and 2019 were as follows (in thousands, except weighted average grant prices): Restricted Stock and Performance Awards Time-Based Performance-Based Number of Weighted Number of Shares (1) Weighted Balance, December 31, 2018 2,245 $ 12.57 1,037 $ 14.63 Granted 703 5.40 76 4.67 Vested (586) 12.42 (234) 16.30 Forfeited (543) 11.00 (168) 13.09 Balance, December 31, 2019 1,819 $ 10.32 711 $ 13.38 Granted 1,399 5.04 1,068 5.25 Vested (422) 11.77 (192) 19.65 Forfeited (442) 9.76 (212) 8.49 Balance, December 31, 2020 2,354 $ 7.02 1,375 $ 6.93 Granted 1,248 14.97 1,525 24.48 Vested (1,099) 6.23 (763) 10.67 Forfeited (511) 9.64 (698) 11.38 Balance, December 31, 2021 1,992 $ 11.76 1,439 $ 17.73 |
Schedule of Employee Service Share-Based Compensation, Allocation of Recognized Period Costs | Unrecognized share-based compensation expense and weighted average period over which expense attributable to unvested awards will be recognized are as follows (in millions, except weighted average remaining years): Year Ended December 31, 2021 Unrecognized Share-Based Compensation Expense Weighted Average Remaining Years Stock options $ 7.8 2.1 Time-based restricted stock 16.8 2.1 Performance-based restricted stock 19.7 1.6 Total unrecognized share-based compensation expense $ 44.3 |
EARNINGS PER COMMON SHARE (Tabl
EARNINGS PER COMMON SHARE (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Earnings Per Share [Abstract] | |
Reconciliation of Numerator and Denominator Used for Earnings Per Common Share | The reconciliation of the numerator and denominator used for the computation of basic and diluted income per common share is as follows (in thousands, except per share data): Year Ended December 31, December 31, December 31, Numerator for Basic and Diluted Earnings Per Common Share: Net income (loss) applicable to common shares $ 658,044 $ (482,778) $ (15,390) Denominator for Basic and Diluted Earnings Per Common Share: Weighted average basic number of common shares outstanding 126,058 125,562 125,576 Common stock equivalents: Employee stock options 737 — — Weighted average diluted number of common shares outstanding 126,795 125,562 125,576 Basic earnings (loss) per common share $ 5.22 $ (3.84) $ (0.12) Diluted earnings (loss) per common share $ 5.19 $ (3.84) $ (0.12) Incentive Plan securities excluded from dilution (1) 275 2,559 4,480 (1) Represents securities not included in the computation of diluted earnings per common share because their effect would have been anti-dilutive. |
OTHER ACCRUED EXPENSES (Tables)
OTHER ACCRUED EXPENSES (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Payables and Accruals [Abstract] | |
Other Accrued Expenses | Other accrued expenses are comprised of the following (in thousands): December 31, December 31, Sales and marketing $ 99,845 $ 69,236 Accrued warranty obligation and deferred warranty revenue 30,181 26,094 Other accrued expenses 190,363 152,563 Total other accrued expenses $ 320,389 $ 247,893 |
WARRANTY (Tables)
WARRANTY (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Product Warranties Disclosures [Abstract] | |
Rollforward of Accrued Warranty Obligation and Deferred Warranty Revenue | The following table represents the rollforward of our accrued warranty obligation and deferred warranty revenue activity for the years ended December 31, 2021 and 2020 (in thousands): December 31, December 31, Beginning balance $ 216,230 $ 216,173 Acquisitions 10,518 109 Warranties sold 1,986 2,677 Revenue recognized (2,650) (2,746) Expense 26,129 28,566 Settlements (31,612) (28,549) Divestiture (2,245) — Ending balance 218,356 216,230 Less: current portion 30,181 26,094 Total warranty, less current portion $ 188,175 $ 190,136 |
LONG-TERM DEBT (Tables)
LONG-TERM DEBT (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
Schedule of Debt | Debt is comprised of the following (in thousands): December 31, December 31, Term loan facility due April 2028 $ 2,580,500 $ 2,497,967 8.00% senior notes due April 2026 — 645,000 6.125% senior notes due January 2029 500,000 500,000 Less: unamortized discounts and unamortized deferred financing costs (1) (43,657) (53,938) Total long-term debt, net of unamortized discounts and unamortized deferred financing costs 3,036,843 3,589,029 Less: current portion of long-term debt 26,000 25,600 Total long-term debt, less current portion $ 3,010,843 $ 3,563,429 (1) Includes the unamortized discounts and unamortized deferred financing costs associated with the term loan facility, the 8.00% senior notes due April 2026 (included in the December 31, 2020 balance only as the notes were redeemed in full in April 2021), and the 6.125% senior notes due January 2029. The unamortized deferred financing costs associated with the asset-based and revolving credit facilities of $1.3 million and $1.7 million as of December 31, 2021 and 2020, respectively, are classified in other assets on the consolidated balance sheets. |
Schedule of Debt Maturity | The scheduled maturity of our debt is as follows (in thousands): 2022 $ 26,000 2023 26,000 2024 26,000 2025 26,000 2026 and thereafter 2,976,500 $ 3,080,500 |
Schedule of Long-term Debt Instruments | At December 31, 2021, the interest rates on the Current Term Loan Facility were as follows: December 31, 2021 Interest rate 3.75 % Effective interest rate 4.02 % December 31, 2021 Excess availability $ 565,576 Revolving loans outstanding 0 Letters of credit outstanding 40,257 |
DERIVATIVES (Tables)
DERIVATIVES (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of Interest Rate Derivatives | The key terms of interest rate swaps are as follows (amounts in thousands): December 31, 2021 December 31, 2020 Effective Date Fixed Rate Paid (Received) Notional Amount Status Notional Amount Status Maturity Date Entered into May 2019: July 12, 2019 2.1570 % $ — Terminated $ 500,000 Active July 12, 2023 July 12, 2019 2.1560 % — Terminated 500,000 Active July 12, 2023 July 12, 2019 2.1680 % 500,000 Active 500,000 Active July 12, 2023 Entered into April 2021: April 15, 2021 2.0369 % 750,000 Active April 15, 2026 April 15, 2021 2.0340 % 750,000 Active April 15, 2026 April 15, 2021 (2.1680) % (250,000) Active July 12, 2023 April 15, 2021 (2.1680) % (250,000) Active July 12, 2023 $ 1,500,000 $ 1,500,000 |
Schedule of Derivative Instruments in Statement of Financial Position, Fair Value | The fair values of our derivatives and their presentation on the consolidated balance sheets as of December 31, 2021 and 2020 were as follows (in thousands): December 31, 2021 December 31, 2020 Assets Liabilities Assets Liabilities Derivatives not designated as hedging instruments Financial statement line item Interest rate swaps Other assets (1) $ 11,543 $ — $ — $ — Other long-term liabilities (2) — 11,543 — — Total $ 11,543 $ 11,543 $ — $ — Derivatives designated as hedging instruments Financial statement line item Interest rate swaps Other accrued expenses (3) $ — $ 13,127 $ — $ — Other long-term liabilities (3) — 28,279 — 75,770 Foreign currency forward contracts Prepaid expenses and other 728 — — — Total $ 728 $ 41,406 $ — $ 75,770 (1) The balance as of December 31, 2021 is related to receive-fixed interest rate swaps for which the fair value option has been elected. (2) The balance as of December 31, 2021 is related to a pay-fixed May 2019 active interest rate swap which has been de-designated as a cash flow hedge. (3) The balances as of December 31, 2021 include the financing component of the pay-fixed interest rate swaps. |
Schedule of Derivative Instruments, Gain (Loss) | The effect of our derivatives and their presentation on the consolidated statements of operations for the years ended December 31, 2021 and 2020 were as follows (in thousands): Year Ended December 31, December 31, Derivatives not designated as hedging instruments Financial statement line item Interest rate swaps Interest expense (1) $ 21,164 $ — Foreign currency forward contracts Cost of sales 1,083 — Derivatives designated as hedging instruments Interest rate swaps Interest expense 15,998 24,198 $ 38,245 $ 24,198 |
FAIR VALUE OF FINANCIAL INSTR_2
FAIR VALUE OF FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Fair Value of Financial Instruments Not Currently Recognized at Fair Value | The fair values of the remaining financial instruments not currently recognized at fair value on our consolidated balance sheets at the respective period ends were (in thousands): December 31, 2021 December 31, 2020 Carrying Fair Carrying Fair Term loan facility $ 2,580,500 $ 2,570,823 $ 2,497,967 $ 2,485,477 8.00% Senior Notes — — 645,000 674,025 6.125% Senior Notes 500,000 531,900 500,000 530,000 |
Schedule of Fair Value of Assets and Liabilities, by Type | The following tables summarize information regarding our financial assets and liabilities that are measured at fair value on a recurring basis as of December 31, 2021 and 2020, segregated by the level of the valuation inputs within the fair value hierarchy utilized to measure fair value (in thousands): December 31, 2021 Level 1 Level 2 Level 3 Total Assets: Short-term investments in deferred compensation plan: (1) Money market $ 24 $ — $ — $ 24 Mutual funds – Growth 557 — — 557 Mutual funds – Blend 1,560 — — 1,560 Mutual funds – Foreign blend 467 — — 467 Mutual funds – Fixed income — 151 — 151 Total short-term investments in deferred compensation plan (2) 2,608 151 — 2,759 Foreign currency forward contracts — 728 — 728 Interest rate swap assets (3) — 11,543 — 11,543 Total assets $ 2,608 $ 12,422 $ — $ 15,030 Liabilities: Deferred compensation plan liability (2) $ — $ 2,759 $ — $ 2,759 Interest rate swap liabilities (4) — 52,949 — 52,949 Total liabilities $ — $ 55,708 $ — $ 55,708 December 31, 2020 Level 1 Level 2 Level 3 Total Assets: Short-term investments in deferred compensation plan: (1) Money market $ 349 $ — $ — $ 349 Mutual funds – Growth 487 — — 487 Mutual funds – Blend 1,006 — — 1,006 Mutual funds – Foreign blend 338 — — 338 Mutual funds – Fixed income — 153 — 153 Total short-term investments in deferred compensation plan (2) 2,180 153 — 2,333 Total assets $ 2,180 $ 153 $ — $ 2,333 Liabilities: Deferred compensation plan liability (2) $ — $ 2,339 $ — $ 2,339 Interest rate swap liabilities — 75,770 — 75,770 Total liabilities $ — $ 78,109 $ — $ 78,109 (1) Unrealized holding gains (losses) were $0.2 million and $(0.5) million for the years ended December 31, 2021 and 2020, respectively. (2) The Company records the short-term investments in deferred compensation plan within investments in debt and equity securities, at market, and the deferred compensation plan liability within accrued compensation and benefits on the consolidated balance sheets. (3) The interest rate swap assets relate to receive-fixed interest rate swaps for which the fair value option has been elected. (4) The balance as of December 31, 2021 includes $41.4 million related to the financing component of pay-fixed interest rate swaps and $11.5 million related to pay-fixed May 2019 active interest rate swaps which have been de-designated as cash flow hedges. |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Schedule of Components of Income Tax Expense (Benefit) | The following is a summary of the components of income (loss) before provision (benefit) for income taxes (in thousands): Year Ended December 31, December 31, December 31, Domestic $ 818,635 $ (420,014) $ (12,016) Foreign 83,192 (57,201) 1,401 $ 901,827 $ (477,215) $ (10,615) The components of the provision for income taxes consisted of the following (in thousands): Year Ended December 31, December 31, December 31, Current: Federal $ 219,379 $ (1,343) $ (311) State 64,509 7,316 7,219 Foreign 11,590 3,909 3,952 Total current 295,478 9,882 10,860 Deferred: Federal (43,980) 82 205 State (18,363) 1,462 1,875 Foreign 2,833 (5,863) (8,165) Total deferred (59,510) (4,319) (6,085) Total provision (benefit) $ 235,968 $ 5,563 $ 4,775 |
Schedule of Effective Income Tax Rate Reconciliation | The reconciliation of income tax computed at the United States federal statutory tax rate to the effective income tax rate is as follows: Year Ended December 31, December 31, December 31, Federal income tax at statutory rate $ 189,384 $ (100,215) $ (2,229) State income taxes 34,071 7,482 8,059 Non-deductible expenses 180 217 62 Gain on divestitures 9,725 — — Compensation related expenses 2,573 3,630 3,518 Meals and entertainment 552 465 1,265 Tax credits (14,285) (3,343) (7,179) Foreign income tax 3,413 (2,820) (884) Employee fringe benefits 480 443 474 Unrecognized tax benefits 5,686 (157) (581) Reversal of valuation allowance — — (3,981) Global intangible low-taxed income 8,248 4,317 4,398 Goodwill impairment — 94,793 — Transaction costs — — 1,903 Other (4,059) 751 (50) Total provision (benefit) $ 235,968 $ 5,563 $ 4,775 |
Tax Effect of Temporary Differences | The tax effects of the temporary differences as December 31, 2021 and 2020 are as follows (in thousands): December 31, December 31, Deferred tax assets: Inventory obsolescence $ 4,363 $ 4,369 Bad debt reserve 2,511 2,302 Accrued and deferred compensation 13,136 7,522 Accrued insurance reserves 7,895 8,429 Net operating loss and tax credit carryover 41,732 61,169 Pension 1,148 4,576 Leases 72,812 68,589 Warranty 44,925 44,969 Other reserves 52,635 48,258 Total deferred tax assets 241,157 250,183 Less valuation allowance (15,634) (11,996) Net deferred tax assets 225,523 238,187 Deferred tax liabilities: Depreciation and amortization (388,730) (424,254) Stock basis (12,733) (12,826) Leases (72,098) (66,962) Other (2,296) (2,070) Total deferred tax liabilities (475,857) (506,112) Total deferred tax liability, net $ (250,334) $ (267,925) |
Rollforward of Valuation Allowance on Deferred Tax Activity | The rollforward of the valuation allowance on deferred taxes is as follows for the periods indicated (in thousands): Year Ended December 31, December 31, December 31, Beginning balance $ 11,996 $ 10,347 $ 19,497 Additions (reductions) 3,638 1,649 (9,150) Ending balance $ 15,634 $ 11,996 $ 10,347 |
Schedule of Unrecognized Tax Benefits Roll Forward | The following is a rollforward of unrecognized tax benefits (excluding interest and penalties) for the years ended December 31, 2021 and 2020 (in thousands): Year Ended December 31, December 31, Unrecognized tax benefits at beginning of year $ 9,403 $ 10,107 Additions based on tax positions related to current year 6,037 194 Reductions for tax positions of prior years 15 (39) Reductions resulting from expiration of statute of limitations (610) (859) Unrecognized tax benefits at end of year $ 14,845 $ 9,403 |
ACCUMULATED OTHER COMPREHENSI_2
ACCUMULATED OTHER COMPREHENSIVE LOSS (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Equity [Abstract] | |
Schedule of Accumulated Other Comprehensive Loss | Accumulated other comprehensive loss consists of the following (in thousands): December 31, December 31, Foreign exchange translation adjustments $ 22,741 $ 16,147 Unrealized loss on derivative instruments, net of tax benefit of $5,549 and $17,612, respectively (23,407) (58,625) Defined benefit pension plan actuarial losses, net of tax benefit of $1,854 and $5,049, respectively (4,946) (9,039) Accumulated other comprehensive loss $ (5,612) $ (51,517) |
STOCK REPURCHASE PROGRAM (Table
STOCK REPURCHASE PROGRAM (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Equity [Abstract] | |
Changes In Treasury Common Stock, at Cost | Changes in treasury stock, at cost, were as follows (in thousands): Number of Amount Balance, December 31, 2018 111 $ 1,678 Purchases 257 1,934 Retirements (307) (2,423) Deferred compensation obligation (6) (86) Balance, December 31, 2019 56 $ 1,103 Purchases 1,298 7,994 Retirements (1,299) (7,995) Deferred compensation obligation (30) (592) Balance, December 31, 2020 25 $ 510 Purchases 612 9,685 Retirements (612) (9,685) Deferred compensation obligation (4) (86) Balance, December 31, 2021 21 $ 424 |
EMPLOYEE BENEFIT PLANS (Tables)
EMPLOYEE BENEFIT PLANS (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Retirement Benefits [Abstract] | |
Schedule of Assumptions Used | Assumptions —Weighted average actuarial assumptions used to determine benefit obligations were as follows: Defined Benefit Plans OPEB Plans December 31, December 31, December 31, December 31, Discount rate 2.85 % 2.50 % 2.85 % 2.45 % Weighted average actuarial assumptions used to determine net periodic benefit cost (income) were as follows: Defined Benefit Plans OPEB Plans FY 2021 FY 2020 FY 2021 FY 2020 Discount rate 2.50 % 3.30 % 2.45 % 3.20 % Expected return on plan assets 5.95 % 5.87 % n/a n/a |
Schedule of Change in Projected Benefit Obligation | The changes in the projected benefit obligation, plan assets and funded status, and the amounts recognized on our consolidated balance sheets were as follows (in thousands): Defined Benefit Plans OPEB Plans FY 2021 FY 2020 FY 2021 FY 2020 Change in benefit obligation Benefit obligation at beginning of period $ 104,934 $ 101,148 $ 7,575 $ 7,778 Service cost 54 46 17 17 Interest cost 2,542 3,231 178 237 Benefits paid (6,641) (6,883) (985) (661) Actuarial (gains) losses (3,755) 7,392 (283) 204 Benefit obligation at end of period $ 97,134 $ 104,934 $ 6,502 $ 7,575 Accumulated benefit obligation at end of period $ 97,134 $ 104,934 Change in plan assets Fair value of assets at beginning of period $ 94,215 $ 86,105 $ — $ — Actual return on plan assets 8,162 10,574 — — Company contributions 3,218 4,419 985 661 Benefits paid (6,641) (6,883) (985) (661) Fair value of assets at end of period $ 98,954 $ 94,215 $ — $ — Funded status at end of period $ 1,820 $ (10,719) $ (6,502) $ (7,575) Amounts recognized on the consolidated balance sheets Noncurrent assets $ 5,098 $ 5,056 $ — $ — Current liabilities — — (546) (656) Noncurrent liabilities (3,278) (15,775) (5,956) (6,919) $ 1,820 $ (10,719) $ (6,502) $ (7,575) |
Schedule of Funded Status | For these plans, the projected benefit obligations and the fair value of plan assets were as follows (in thousands): December 31, December 31, Projected benefit obligations $ 46,372 $ 90,267 Fair value of plan assets 43,093 74,491 Funded status $ (3,279) $ (15,776) |
Schedule of Weighted Average Assets Allocation by Assets Category | As of December 31, 2021 and 2020, the weighted average asset allocations by asset category for the Defined Benefit Plans were as follows (in thousands): Investment type December 31, December 31, Equity securities 31 % 60 % Debt securities 67 % 34 % Real estate 2 % 6 % Total 100 % 100 % |
Schedule of Fair Value of Separate Accounts by Assets Category | The fair values of the assets of the Defined Benefit Plans at December 31, 2021 and 2020, by asset category and by levels of fair value, as further defined in Note 17 — Fair Value of Financial Instruments and Fair Value Measurements were as follows (in thousands): December 31, 2021 December 31, 2020 Asset category Level 1 Level 2 Total Level 1 Level 2 Total Cash and cash equivalents $ 20 $ — $ 20 $ 48 $ — $ 48 Mutual funds: Growth funds 6,649 — 6,649 11,677 — 11,677 Real estate funds 2,072 — 2,072 5,966 — 5,966 Equity income funds 6,197 — 6,197 9,031 — 9,031 Index funds 12,642 — 12,642 26,364 — 26,364 International equity funds 4,883 — 4,883 8,844 — 8,844 Fixed income funds 12,982 53,509 66,491 12,562 19,723 32,285 Total $ 45,445 $ 53,509 $ 98,954 $ 74,492 $ 19,723 $ 94,215 |
Schedule of Net Periodic Benefit Costs (Income) | Net periodic benefit cost (income) —The components of the net periodic benefit cost (income) were as follows (in thousands): Defined Benefit Plans FY 2021 FY 2020 FY 2019 Service cost $ 54 $ 46 $ 42 Interest cost 2,542 3,231 3,897 Expected return on assets (5,439) (4,958) (4,935) Amortization of prior service cost 65 62 58 Amortization of loss 416 433 1,313 Net periodic benefit cost (income) $ (2,362) $ (1,186) $ 375 OPEB Plans FY 2021 FY 2020 FY 2019 Service cost $ 17 $ 17 $ 22 Interest cost 178 237 262 Amortization of loss 70 108 — Net periodic benefit cost $ 265 $ 362 $ 284 |
Schedule of The Amounts in AOCI Net Not Yet Recognized | The amounts in accumulated other comprehensive income that have not yet been recognized as components of net periodic benefit income are as follows (in thousands): Defined Benefit Plans OPEB Plans December 31, December 31, December 31, December 31, Unrecognized actuarial loss $ 5,450 $ 12,345 $ 1,350 $ 1,703 Unrecognized prior service cost — 65 — — Total $ 5,450 $ 12,410 $ 1,350 $ 1,703 |
Schedule of Change in Plan Assets and Benefit Obligations Recognized in OCI | The changes in plan assets and benefit obligation recognized in other comprehensive income (loss) are as follows (in thousands): Defined Benefit Plans FY 2021 FY 2020 FY 2019 Net actuarial loss (gain) $ (6,479) $ 1,777 $ (315) Amortization of net actuarial loss (416) (433) (1,313) Amortization of prior service cost (65) (63) (58) Total recognized in other comprehensive income (loss) $ (6,960) $ 1,281 $ (1,686) OPEB Plans FY 2021 FY 2020 FY 2019 Net actuarial loss (gain) $ (283) $ 204 $ 1,367 Amortization of net actuarial loss (70) (108) — Total recognized in other comprehensive income (loss) $ (353) $ 96 $ 1,367 |
Schedule of Expected Benefit Payments | We expect the following benefit payments to be made (in thousands): Fiscal years ending Defined OPEB Plans 2022 $ 6,554 $ 554 2023 6,522 539 2024 6,417 485 2025 6,337 463 2026 6,268 391 2027 - 2031 29,529 1,923 |
SEGMENT INFORMATION (Tables)
SEGMENT INFORMATION (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Segment Reporting [Abstract] | |
Schedule of Segment Reporting Information, by Segment | Summary financial data attributable to the segments for the periods indicated is as follows (in thousands): Year Ended December 31, December 31, December 31, Net sales: Windows $ 2,322,277 $ 1,889,625 $ 1,930,447 Siding 1,364,080 1,141,946 1,111,407 Commercial 1,896,780 1,585,798 1,847,893 Total net sales $ 5,583,137 $ 4,617,369 $ 4,889,747 Operating income (loss): Windows $ 100,725 $ (223,646) $ 92,538 Siding 137,772 (61,930) 66,273 Commercial 1,104,335 159,586 201,073 Corporate (205,587) (140,516) (145,148) Total operating income (loss) $ 1,137,245 $ (266,506) $ 214,736 Unallocated other expense, net (235,418) (210,709) (225,351) Income (loss) before income taxes $ 901,827 $ (477,215) $ (10,615) Depreciation and amortization: Windows $ 134,626 $ 121,519 $ 94,737 Siding 116,660 113,737 121,004 Commercial 36,282 45,213 44,550 Corporate 5,333 4,133 3,473 Total depreciation and amortization expense $ 292,901 $ 284,602 $ 263,764 Capital expenditures: Windows $ 49,001 $ 22,197 $ 43,408 Siding 33,198 28,558 22,695 Commercial 16,934 26,833 51,144 Corporate 15,582 4,263 3,838 Total capital expenditures $ 114,715 $ 81,851 $ 121,085 December 31, December 31, Property, plant and equipment, net: Windows $ 251,627 $ 223,206 Siding 155,346 159,761 Commercial 174,440 227,391 Corporate 30,882 21,463 Total property, plant and equipment, net $ 612,295 $ 631,821 Total assets: Windows $ 2,223,098 $ 1,717,032 Siding 2,060,275 2,123,615 Commercial 1,073,264 890,380 Corporate 470,823 747,463 Total assets $ 5,827,460 $ 5,478,490 |
Schedule of Disclosure on Geographic Areas, Long-Lived Assets in Individual Foreign Countries by Country | Summary financial data attributable to various geographic regions for the periods indicated is as follows (in thousands): Year Ended December 31, December 31, December 31, Total sales: United States of America $ 5,132,085 $ 4,304,559 $ 4,526,385 Canada 422,867 305,780 340,250 Mexico 9,417 3,093 3,381 All other 18,768 3,937 19,731 Total net sales $ 5,583,137 $ 4,617,369 $ 4,889,747 December 31, December 31, Long-lived assets: United States of America $ 3,213,052 $ 3,107,027 Canada 270,752 292,503 Costa Rica 324 189 Mexico 10,858 11,435 Total long-lived assets $ 3,494,986 $ 3,411,154 |
NATURE OF BUSINESS, RECENT DE_2
NATURE OF BUSINESS, RECENT DEVELOPMENTS, AND BASIS OF PRESENTATION (Details) | 12 Months Ended | |
Dec. 31, 2021segment | Feb. 13, 2022$ / shares | |
Subsequent Event [Line Items] | ||
Number of reportable segments | segment | 3 | |
Subsequent Event | ||
Subsequent Event [Line Items] | ||
Sale of stock, proposed price (in dollars per share) | $ / shares | $ 24.65 |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Restricted Cash (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Accounting Policies [Abstract] | ||||
Cash and cash equivalents | $ 394,447 | $ 674,255 | ||
Restricted cash | 2,211 | 6,223 | ||
Total cash, cash equivalents and restricted cash shown in the consolidated statements of cash flows | $ 396,658 | $ 680,478 | $ 102,307 | $ 147,607 |
SUMMARY OF SIGNIFICANT ACCOUN_5
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Rollforward of Uncollectible Accounts (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Allowance for Doubtful Accounts Receivable [Roll Forward] | |||
Beginning balance | $ 13,313 | $ 9,962 | $ 10,270 |
Provision for expected credit losses | 3,604 | 5,390 | 2,035 |
Amounts charged against allowance for credit losses, net of recoveries | (1,729) | (3,579) | (2,807) |
Allowance for credit losses of acquired company at date of acquisition | 269 | 862 | 464 |
Divestitures | (4,158) | 0 | 0 |
Ending balance | 11,299 | 13,313 | 9,962 |
Cumulative Effect, Period of Adoption, Adjustment | |||
Allowance for Doubtful Accounts Receivable [Roll Forward] | |||
Beginning balance | $ 0 | 678 | 0 |
Ending balance | $ 0 | $ 678 |
SUMMARY OF SIGNIFICANT ACCOUN_6
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Components of Inventory (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Accounting Policies [Abstract] | ||
Raw materials | $ 485,642 | $ 241,353 |
Work in process and finished goods | 263,090 | 190,584 |
Inventory, net | $ 748,732 | $ 431,937 |
SUMMARY OF SIGNIFICANT ACCOUN_7
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Rollforward of Reserve for Obsolete Materials and Supplies (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Inventory Obsolescence | |||
Beginning balance | $ 22,172 | $ 18,712 | $ 19,227 |
Provisions | 5,155 | 8,015 | 3,207 |
Dispositions | (6,029) | (4,555) | (4,082) |
Reserve of acquired company at date of acquisition | 705 | 0 | 360 |
Divestitures | (722) | 0 | 0 |
Ending balance | $ 21,281 | $ 22,172 | $ 18,712 |
SUMMARY OF SIGNIFICANT ACCOUN_8
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Narrative (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Summary Of Significant Accounting Policies [Line Items] | |||
Carrying value of assets held for sale | $ 3,400,000 | $ 4,600,000 | |
Proceeds from sale of property, plant and equipment | 5,124,000 | 3,569,000 | $ 5,511,000 |
Proceeds from sale of property held-for-sale | 2,000,000 | ||
Depreciation expense | 103,000,000 | 103,500,000 | 86,200,000 |
Amount of interest capitalized | $ 900,000 | 1,100,000 | 1,200,000 |
Warranty, term | 10 years | ||
Reinsurance effect on claims and benefits incurred, amount assumed | $ 500,000 | ||
Workers compensation insurance, deductible amount | 1,000,000 | ||
Property liability insurances, deductible amount | 500,000 | ||
Auto liability insurance, deductible amount | 500,000 | ||
General liability insurance | $ 1,000,000 | ||
IBNR claims value determination claim paid period | 36 months | ||
Advertising expense | $ 16,900,000 | 15,100,000 | 28,600,000 |
Foreign exchange gain (loss) | (3,749,000) | 1,068,000 | 2,054,000 |
Other comprehensive income (loss), foreign currency transaction and translation adjustment, net of tax | 6,600,000 | 17,300,000 | 3,200,000 |
Canada | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Foreign exchange gain (loss) | (3,100,000) | 1,100,000 | 1,200,000 |
Mexico | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Foreign currency transaction remeasurement gains (losses) | $ (600,000) | 200,000 | $ 900,000 |
Computer software, intangible asset | Minimum | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Property, plant and equipment, useful life | 3 years | ||
Computer software, intangible asset | Maximum | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Property, plant and equipment, useful life | 7 years | ||
Commercial | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Reclassification of property, pant and equipment to assets held for sale | 1,700,000 | ||
Discontinued operations held-for-sale | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Gain (loss) on sale of assets and asset recovery | $ 0 | $ 1,400,000 |
SUMMARY OF SIGNIFICANT ACCOUN_9
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Summary of Property, Plant and Equipment (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 1,268,787 | $ 1,276,129 |
Less: accumulated depreciation | (656,492) | (644,308) |
Property, plant and equipment, net | 612,295 | 631,821 |
Land | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 24,812 | 26,933 |
Buildings and improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 253,637 | 279,113 |
Machinery and equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 990,338 | $ 970,083 |
SUMMARY OF SIGNIFICANT ACCOU_10
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Estimated Useful Lives for Depreciation (Details) | 12 Months Ended |
Dec. 31, 2021 | |
Buildings and improvements | Minimum | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment, useful life | 15 years |
Buildings and improvements | Maximum | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment, useful life | 39 years |
Machinery and equipment | Minimum | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment, useful life | 3 years |
Machinery and equipment | Maximum | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment, useful life | 15 years |
SUMMARY OF SIGNIFICANT ACCOU_11
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Disaggregation of Revenue (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Disaggregation of Revenue [Line Items] | |||
Total net sales | $ 5,583,137 | $ 4,617,369 | $ 4,889,747 |
Windows | |||
Disaggregation of Revenue [Line Items] | |||
Total net sales | 2,322,277 | 1,889,625 | 1,930,447 |
Windows | Vinyl windows | |||
Disaggregation of Revenue [Line Items] | |||
Total net sales | 2,190,887 | 1,763,565 | 1,838,796 |
Windows | Aluminum windows | |||
Disaggregation of Revenue [Line Items] | |||
Total net sales | 85,735 | 74,672 | 53,622 |
Windows | Other products & services | |||
Disaggregation of Revenue [Line Items] | |||
Total net sales | 45,655 | 51,388 | 38,029 |
Siding | |||
Disaggregation of Revenue [Line Items] | |||
Total net sales | 1,364,080 | 1,141,946 | 1,111,407 |
Siding | Other products & services | |||
Disaggregation of Revenue [Line Items] | |||
Total net sales | 240,060 | 209,826 | 164,578 |
Siding | Vinyl siding | |||
Disaggregation of Revenue [Line Items] | |||
Total net sales | 667,284 | 523,724 | 525,005 |
Siding | Metal | |||
Disaggregation of Revenue [Line Items] | |||
Total net sales | 293,427 | 255,267 | 263,018 |
Siding | Injection molded | |||
Disaggregation of Revenue [Line Items] | |||
Total net sales | 75,361 | 66,672 | 66,578 |
Siding | Stone | |||
Disaggregation of Revenue [Line Items] | |||
Total net sales | 87,948 | 86,457 | 92,228 |
Commercial | |||
Disaggregation of Revenue [Line Items] | |||
Total net sales | 1,896,780 | 1,585,798 | 1,847,893 |
Commercial | Metal Building Products | |||
Disaggregation of Revenue [Line Items] | |||
Total net sales | 1,473,662 | 1,107,733 | 1,249,757 |
Commercial | Insulated Metal Panels | |||
Disaggregation of Revenue [Line Items] | |||
Total net sales | 208,220 | 348,640 | 441,441 |
Commercial | Metal coil coating | |||
Disaggregation of Revenue [Line Items] | |||
Total net sales | $ 214,898 | $ 129,425 | $ 156,695 |
ACQUISITION - Narrative (Detail
ACQUISITION - Narrative (Details) $ in Thousands | Dec. 03, 2021USD ($) | Aug. 20, 2021USD ($) | Apr. 30, 2021USD ($)facility | Mar. 02, 2020USD ($) | Feb. 20, 2019USD ($) | Jul. 04, 2020USD ($) | Dec. 31, 2021USD ($) | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) |
Business Acquisition [Line Items] | |||||||||
Goodwill | $ 1,358,056 | $ 1,194,729 | $ 1,669,594 | ||||||
Strategic development and acquisition related costs | 27,875 | 19,341 | 50,185 | ||||||
Windows | |||||||||
Business Acquisition [Line Items] | |||||||||
Goodwill | 541,196 | 397,024 | 714,023 | ||||||
Commercial | |||||||||
Business Acquisition [Line Items] | |||||||||
Goodwill | 161,762 | 142,884 | $ 148,291 | ||||||
Union Corrugating Company Holdings, Inc. | |||||||||
Business Acquisition [Line Items] | |||||||||
Percentage of voting interest acquired | 100.00% | ||||||||
Total consideration transferred | $ 216,800 | ||||||||
Goodwill | 140,342 | ||||||||
Net sales contributed during year | 21,900 | ||||||||
Net income contributed during year | 1,800 | ||||||||
Acquisition expenses | 1,000 | ||||||||
Union Corrugating Company Holdings, Inc. | Commercial | |||||||||
Business Acquisition [Line Items] | |||||||||
Goodwill | $ 140,300 | ||||||||
Cascade Windows LLC | |||||||||
Business Acquisition [Line Items] | |||||||||
Goodwill | $ 110,816 | ||||||||
Net sales contributed during year | 57,400 | ||||||||
Net income contributed during year | (6,200) | ||||||||
Acquisition expenses | 1,900 | ||||||||
Strategic development and acquisition related costs | 1,200 | ||||||||
Cash payments | 239,500 | ||||||||
Cascade Windows LLC | Windows | |||||||||
Business Acquisition [Line Items] | |||||||||
Goodwill | $ 110,800 | ||||||||
Prime Windows LLC | |||||||||
Business Acquisition [Line Items] | |||||||||
Total consideration transferred | $ 93,000 | ||||||||
Consideration transferred, excluding working capital adjustment | 2,000 | ||||||||
Goodwill | $ 33,148 | ||||||||
Net sales contributed during year | 55,800 | ||||||||
Net income contributed during year | 5,300 | ||||||||
Acquisition expenses | 1,000 | ||||||||
Strategic development and acquisition related costs | 700 | ||||||||
Prime Windows LLC | United States | |||||||||
Business Acquisition [Line Items] | |||||||||
Number of businesses acquired | facility | 2 | ||||||||
Prime Windows LLC | Windows | |||||||||
Business Acquisition [Line Items] | |||||||||
Goodwill | $ 33,100 | ||||||||
Kleary Acquisition | |||||||||
Business Acquisition [Line Items] | |||||||||
Percentage of voting interest acquired | 100.00% | ||||||||
Total consideration transferred | $ 40,000 | ||||||||
Consideration transferred, excluding working capital adjustment | $ 2,000 | ||||||||
Goodwill | $ 12,539 | ||||||||
Acquisition expenses | 5,400 | $ 10,200 | |||||||
Strategic development and acquisition related costs | $ 4,200 | ||||||||
Environmental Stoneworks | |||||||||
Business Acquisition [Line Items] | |||||||||
Percentage of voting interest acquired | 100.00% | ||||||||
Total consideration transferred | $ 182,600 | ||||||||
Goodwill | $ 63,543 |
ACQUISITIONS - Fair Values of A
ACQUISITIONS - Fair Values of Assets Acquired and Liabilities Assumed (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 03, 2021 | Aug. 20, 2021 | Apr. 30, 2021 | Dec. 31, 2020 | Mar. 02, 2020 | Dec. 31, 2019 | Feb. 20, 2019 |
Assets acquired: | ||||||||
Goodwill | $ 1,358,056 | $ 1,194,729 | $ 1,669,594 | |||||
Union Corrugating Company Holdings, Inc. | ||||||||
Assets acquired: | ||||||||
Cash | $ 19,594 | |||||||
Accounts receivable | 20,821 | |||||||
Other receivables | 16 | |||||||
Inventories | 68,727 | |||||||
Prepaid expenses and other current assets | 1,356 | |||||||
Property, plant and equipment | 24,184 | |||||||
Lease right-of-use assets | 37,964 | |||||||
Goodwill | 140,342 | |||||||
Other assets | 94 | |||||||
Total assets acquired | 313,098 | |||||||
Liabilities assumed: | ||||||||
Accounts payable | 32,732 | |||||||
Accrued expenses | 22,427 | |||||||
Deferred income taxes | 1,289 | |||||||
Current portion of lease liability | 3,859 | |||||||
Other current liabilities | 1,852 | |||||||
Non-current portion of lease liabilities | 34,105 | |||||||
Total liabilities assumed | 96,264 | |||||||
Net assets acquired | $ 216,834 | |||||||
Cascade Windows LLC | ||||||||
Assets acquired: | ||||||||
Cash | $ 2,838 | |||||||
Accounts receivable | 17,398 | |||||||
Other receivables | 409 | |||||||
Inventories | 16,278 | |||||||
Prepaid expenses and other current assets | 1,538 | |||||||
Property, plant and equipment | 18,300 | |||||||
Lease right-of-use assets | 21,849 | |||||||
Intangible assets (trade names/customer relationships) | 137,660 | |||||||
Goodwill | 110,816 | |||||||
Other assets | 500 | |||||||
Total assets acquired | 327,586 | |||||||
Liabilities assumed: | ||||||||
Accounts payable | 17,680 | |||||||
Accrued expenses | 7,488 | |||||||
Deferred income taxes | 33,221 | |||||||
Current portion of lease liability | 247 | |||||||
Other current liabilities | 2,349 | |||||||
Non-current portion of lease liabilities | 19,926 | |||||||
Other long-term liabilities | 7,211 | |||||||
Total liabilities assumed | 88,122 | |||||||
Net assets acquired | $ 239,464 | |||||||
Prime Windows LLC | ||||||||
Assets acquired: | ||||||||
Cash | $ 997 | |||||||
Accounts receivable | 5,500 | |||||||
Inventories | 4,446 | |||||||
Prepaid expenses and other current assets | 823 | |||||||
Property, plant and equipment | 2,500 | |||||||
Lease right-of-use assets | 2,787 | |||||||
Intangible assets (trade names/customer relationships) | 51,600 | |||||||
Goodwill | 33,148 | |||||||
Other assets | 50 | |||||||
Total assets acquired | 101,851 | |||||||
Liabilities assumed: | ||||||||
Accounts payable | 1,676 | |||||||
Accrued expenses | 1,679 | |||||||
Non-current portion of lease liabilities | 2,637 | |||||||
Other long-term liabilities | 829 | |||||||
Total liabilities assumed | 6,821 | |||||||
Net assets acquired | $ 95,030 | |||||||
Kleary Acquisition | ||||||||
Assets acquired: | ||||||||
Cash | $ 143 | |||||||
Accounts receivable | 7,135 | |||||||
Inventories | 670 | |||||||
Prepaid expenses and other current assets | 277 | |||||||
Property, plant and equipment | 1,042 | |||||||
Lease right-of-use assets | 445 | |||||||
Intangible assets (trade names/customer relationships) | 22,350 | |||||||
Goodwill | 12,539 | |||||||
Total assets acquired | 44,601 | |||||||
Liabilities assumed: | ||||||||
Accounts payable | 1,149 | |||||||
Other current liabilities | 1,020 | |||||||
Non-current portion of lease liabilities | 339 | |||||||
Other long-term liabilities | 109 | |||||||
Total liabilities assumed | 2,617 | |||||||
Net assets acquired | $ 41,984 | |||||||
Environmental Stoneworks | ||||||||
Assets acquired: | ||||||||
Restricted cash | $ 3,379 | |||||||
Accounts receivable | 16,825 | |||||||
Inventories | 13,062 | |||||||
Prepaid expenses and other current assets | 3,677 | |||||||
Property, plant and equipment | 14,295 | |||||||
Lease right-of-use assets | 11,372 | |||||||
Intangible assets (trade names/customer relationships) | 91,170 | |||||||
Goodwill | 63,543 | |||||||
Deferred taxes | 474 | |||||||
Other assets | 157 | |||||||
Total assets acquired | 217,954 | |||||||
Liabilities assumed: | ||||||||
Accounts payable | 5,910 | |||||||
Accrued expenses | 14,666 | |||||||
Non-current portion of lease liabilities | 11,365 | |||||||
Other long-term liabilities | 3,450 | |||||||
Total liabilities assumed | 35,391 | |||||||
Net assets acquired | $ 182,563 |
ACQUISITIONS - Schedule of Pro
ACQUISITIONS - Schedule of Pro Forma Information (Details) - Environmental Stoneworks - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Business Combination Segment Allocation [Line Items] | |||
Net sales | $ 5,977,230 | $ 5,056,390 | $ 5,387,135 |
Net income (loss) applicable to common shares | $ 663,273 | $ (480,289) | $ 26,688 |
Earnings Per Share, Pro Forma [Abstract] | |||
Basic (in dollars per share) | $ 5.26 | $ (3.83) | $ 0.21 |
Diluted (in dollars per share) | $ 5.23 | $ (3.83) | $ 0.21 |
DIVESTITURES (Details)
DIVESTITURES (Details) - USD ($) $ in Millions | Aug. 18, 2021 | Aug. 09, 2021 | Dec. 31, 2021 |
Asset Acquisition, Contingent Consideration [Line Items] | |||
Contract with customer liability, current | $ 15.5 | ||
Divestiture related cost | $ 21.3 | ||
Insulated Metal Panels | |||
Asset Acquisition, Contingent Consideration [Line Items] | |||
Proceeds from divestitures, net of cash divested | $ 1,000 | ||
Gain on divestiture of business | 679.8 | ||
DBCI | |||
Asset Acquisition, Contingent Consideration [Line Items] | |||
Proceeds from divestitures, net of cash divested | $ 168.9 | ||
Gain on divestiture of business | $ 151.5 |
RESTRUCTURING AND IMPAIRMENT -
RESTRUCTURING AND IMPAIRMENT - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended |
Apr. 04, 2020 | Dec. 31, 2021 | |
Business Combination Segment Allocation [Line Items] | ||
Restructuring costs | $ 26,247 | |
Restructuring charges at corporate headquarters | 600 | |
Restructuring incurred to date | 78,584 | |
Asset impairment | $ 3,100 | $ 22,200 |
Minimum | ||
Business Combination Segment Allocation [Line Items] | ||
Estimate plan time | 12 months | |
Maximum | ||
Business Combination Segment Allocation [Line Items] | ||
Estimate plan time | 24 months | |
Windows | ||
Business Combination Segment Allocation [Line Items] | ||
Restructuring costs | $ 1,300 | |
Windows | Right of use asset | ||
Business Combination Segment Allocation [Line Items] | ||
Asset impairment | 300 | |
Siding | ||
Business Combination Segment Allocation [Line Items] | ||
Restructuring costs | 14,200 | |
Siding | Product line asset | ||
Business Combination Segment Allocation [Line Items] | ||
Asset impairment | 14,000 | |
Commercial | ||
Business Combination Segment Allocation [Line Items] | ||
Restructuring costs | 10,100 | |
Asset impairment | 6,400 | |
Commercial | Software development costs | ||
Business Combination Segment Allocation [Line Items] | ||
Asset impairment | $ 1,500 |
RESTRUCTURING AND IMPAIRMENT _2
RESTRUCTURING AND IMPAIRMENT - Summary of Restructuring Plan Costs (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2021USD ($) | |
Restructuring Cost and Reserve [Line Items] | |
Restructuring costs | $ 26,247 |
Severance | |
Restructuring Cost and Reserve [Line Items] | |
Restructuring costs | 3,696 |
Cost Incurred To Date (since inception) | 39,927 |
Asset impairments | |
Restructuring Cost and Reserve [Line Items] | |
Restructuring costs | 22,210 |
Cost Incurred To Date (since inception) | 30,078 |
Gain on sale of facilities, net | |
Restructuring Cost and Reserve [Line Items] | |
Restructuring costs | 0 |
Cost Incurred To Date (since inception) | (1,298) |
Other restructuring costs | |
Restructuring Cost and Reserve [Line Items] | |
Restructuring costs | 341 |
Cost Incurred To Date (since inception) | $ 9,877 |
RESTRUCTURING AND IMPAIRMENT _3
RESTRUCTURING AND IMPAIRMENT - Summary of Severance Liability and Cash Payments (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Restructuring Reserve [Roll Forward] | |||
Beginning Balance | $ 3,562 | $ 2,663 | $ 2,418 |
Costs incurred | 3,696 | 26,573 | 9,658 |
Cash payments | (5,226) | (25,674) | (9,413) |
Ending Balance | 2,032 | 3,562 | 2,663 |
Corporate | |||
Restructuring Reserve [Roll Forward] | |||
Beginning Balance | 430 | 1,763 | 2,333 |
Costs incurred | 457 | 3,013 | 4,009 |
Cash payments | (587) | (4,346) | (4,579) |
Ending Balance | 300 | 430 | 1,763 |
Windows | Operating Segments | |||
Restructuring Reserve [Roll Forward] | |||
Beginning Balance | 306 | 418 | 0 |
Costs incurred | 971 | 4,294 | 1,094 |
Cash payments | (1,262) | (4,406) | (676) |
Ending Balance | 15 | 306 | 418 |
Siding | Operating Segments | |||
Restructuring Reserve [Roll Forward] | |||
Beginning Balance | 835 | 482 | 85 |
Costs incurred | 264 | 2,705 | 1,834 |
Cash payments | (904) | (2,352) | (1,437) |
Ending Balance | 195 | 835 | 482 |
Commercial | Operating Segments | |||
Restructuring Reserve [Roll Forward] | |||
Beginning Balance | 1,991 | 0 | 0 |
Costs incurred | 2,004 | 16,561 | 2,721 |
Cash payments | (2,473) | (14,570) | (2,721) |
Ending Balance | $ 1,522 | $ 1,991 | $ 0 |
GOODWILL AND OTHER INTANGIBLE_3
GOODWILL AND OTHER INTANGIBLE ASSETS - Carrying Amount of Goodwill by Operating Segment (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Apr. 04, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Goodwill [Roll Forward] | ||||
Beginning balance | $ 1,669,594 | $ 1,194,729 | $ 1,669,594 | |
Goodwill recognized from acquisition | 284,428 | 12,539 | ||
Impairment | 0 | (503,171) | $ 0 | |
Divestiture | (121,464) | |||
Currency translation | 363 | 13,991 | ||
Purchase accounting adjustments from prior year acquisitions | 1,776 | |||
Ending balance | 1,358,056 | 1,194,729 | 1,669,594 | |
Windows | ||||
Goodwill [Roll Forward] | ||||
Beginning balance | 714,023 | 397,024 | 714,023 | |
Goodwill recognized from acquisition | 143,964 | 0 | ||
Impairment | (321,000) | (320,990) | ||
Divestiture | 0 | |||
Currency translation | 208 | 3,991 | ||
Purchase accounting adjustments from prior year acquisitions | 0 | |||
Ending balance | 541,196 | 397,024 | 714,023 | |
Siding | ||||
Goodwill [Roll Forward] | ||||
Beginning balance | 807,280 | 654,821 | 807,280 | |
Goodwill recognized from acquisition | 122 | 12,539 | ||
Impairment | (176,800) | (176,774) | ||
Divestiture | 0 | |||
Currency translation | 155 | 10,000 | ||
Purchase accounting adjustments from prior year acquisitions | 1,776 | |||
Ending balance | 655,098 | 654,821 | 807,280 | |
Commercial | ||||
Goodwill [Roll Forward] | ||||
Beginning balance | 148,291 | 142,884 | 148,291 | |
Goodwill recognized from acquisition | 140,342 | 0 | ||
Impairment | $ (5,400) | (5,407) | ||
Divestiture | (121,464) | |||
Currency translation | 0 | 0 | ||
Purchase accounting adjustments from prior year acquisitions | 0 | |||
Ending balance | $ 161,762 | $ 142,884 | $ 148,291 |
GOODWILL AND OTHER INTANGIBLE_4
GOODWILL AND OTHER INTANGIBLE ASSETS - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Apr. 04, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Goodwill [Line Items] | ||||
Goodwill impairment | $ 0 | $ 503,171 | $ 0 | |
Asset impairment | $ 3,100 | 22,200 | ||
Intangible asset amortization | 189,488 | 180,994 | $ 177,577 | |
Windows | ||||
Goodwill [Line Items] | ||||
Goodwill impairment | 321,000 | 320,990 | ||
Siding | ||||
Goodwill [Line Items] | ||||
Goodwill impairment | 176,800 | 176,774 | ||
Commercial | ||||
Goodwill [Line Items] | ||||
Goodwill impairment | $ 5,400 | $ 5,407 | ||
Asset impairment | $ 6,400 |
GOODWILL AND OTHER INTANGIBLE_5
GOODWILL AND OTHER INTANGIBLE ASSETS - Intangible Asset Activity (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Goodwill [Line Items] | ||
Cost | $ 2,087,238 | $ 2,006,766 |
Accumulated Amortization | (562,603) | (422,162) |
Net Carrying Value | 1,524,635 | 1,584,604 |
Trademarks, Trade Names, and Other | ||
Goodwill [Line Items] | ||
Cost | 241,727 | 248,155 |
Accumulated Amortization | (76,574) | (51,722) |
Net Carrying Value | 165,153 | 196,433 |
Customer Lists and Relationships | ||
Goodwill [Line Items] | ||
Cost | 1,845,511 | 1,758,611 |
Accumulated Amortization | (486,029) | (370,440) |
Net Carrying Value | $ 1,359,482 | $ 1,388,171 |
Minimum | Trademarks, Trade Names, and Other | ||
Goodwill [Line Items] | ||
Range of life (Years) | 3 years | 5 years |
Minimum | Customer Lists and Relationships | ||
Goodwill [Line Items] | ||
Range of life (Years) | 7 years | 7 years |
Maximum | Trademarks, Trade Names, and Other | ||
Goodwill [Line Items] | ||
Range of life (Years) | 15 years | 15 years |
Maximum | Customer Lists and Relationships | ||
Goodwill [Line Items] | ||
Range of life (Years) | 20 years | 20 years |
Weighted Average | ||
Goodwill [Line Items] | ||
Range of life (Years) | 8 years | 9 years |
Weighted Average | Trademarks, Trade Names, and Other | ||
Goodwill [Line Items] | ||
Range of life (Years) | 7 years | 8 years |
Weighted Average | Customer Lists and Relationships | ||
Goodwill [Line Items] | ||
Range of life (Years) | 9 years | 9 years |
GOODWILL AND OTHER INTANGIBLE_6
GOODWILL AND OTHER INTANGIBLE ASSETS - Amortization Expense Over Next Five Fiscal Years (Details) $ in Thousands | Dec. 31, 2021USD ($) |
Goodwill and Intangible Assets Disclosure [Abstract] | |
2022 | $ 196,157 |
2023 | 196,144 |
2024 | 195,487 |
2025 | 195,304 |
2026 | $ 195,120 |
LEASES - Summary of Lease Costs
LEASES - Summary of Lease Costs (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Leases [Abstract] | ||
Weighted-average remaining lease term | 6 years 10 months 24 days | |
Weighted-average IBR | 5.74% | |
Fixed lease costs | $ 107,938 | $ 113,760 |
Variable lease costs | $ 102,646 | $ 70,795 |
LEASES - Summary of Cash Flow I
LEASES - Summary of Cash Flow Information (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Leases [Abstract] | ||
Operating cash flows for operating leases | $ 91,024 | $ 99,076 |
Right-of-use assets obtained in exchange for new operating lease liabilities | $ 88,826 | $ 19,785 |
LEASES - Schedule of Future Min
LEASES - Schedule of Future Minimum Lease Payments (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Leases [Abstract] | ||
2022 | $ 89,202 | |
2023 | 65,893 | |
2024 | 52,382 | |
2025 | 43,976 | |
2026 | 36,016 | |
Thereafter | 108,542 | |
Total future minimum lease payments | 396,011 | |
Less: interest | 71,800 | |
Present value of future minimum lease payments | 324,211 | |
Current portion of lease liabilities | 73,150 | $ 70,125 |
Long-term portion of lease liabilities | $ 251,061 | $ 198,875 |
SHARE-BASED COMPENSATION - Narr
SHARE-BASED COMPENSATION - Narrative (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Award termination period for incentive stock options | 10 years | ||
Award termination period after termination of employment or service | 60 days | ||
Award termination period after death | 180 days | ||
Stock options granted (in shares) | 815,258 | 1,120,644 | 359,873 |
Average grant-date fair value of options (in dollars per share) | $ 7.38 | $ 2.13 | $ 1.97 |
Stock options exercises (in shares) | 300,976 | 0 | 0 |
Cash received from option exercises | $ 3,300 | ||
Intrinsic value of options exercised | 1,500 | ||
Tax benefit realized | 600 | ||
Issuance of restricted stock | 0 | $ 0 | $ 0 |
Allocated share-based compensation expense | 29,000 | 17,100 | 14,100 |
Income tax benefits recognized | 7,500 | $ 4,400 | 3,700 |
Former CEO | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Allocated share-based compensation expense | $ 1,000 | ||
Incentive Plan | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Shares available under incentive plan (in shares) | 6,594,000 | 8,497,000 | |
Performance Share Awards | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Percentage targeted number of shares | 200.00% | ||
Performance Share Awards | Incentive Plan | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Award vesting period | 3 years | 3 years | |
Performance Stock Units | Executive Awards | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Fair value of PSUs granted | $ 28,000 | $ 5,600 | 400 |
Time-Based | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Issuance of restricted stock | $ 18,700 | $ 7,000 | $ 3,300 |
Minimum | Employee stock options | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Award vesting period | 3 years | ||
Minimum | Restricted Stock Units (RSUs) | Incentive Plan | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Award vesting period | 3 years | ||
Minimum | Performance Share Awards | Incentive Plan | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Award vesting period | 3 years | ||
Maximum | Employee stock options | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Award vesting period | 5 years | ||
Maximum | Restricted Stock Units (RSUs) | Incentive Plan | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Award vesting period | 5 years |
SHARE-BASED COMPENSATION - Weig
SHARE-BASED COMPENSATION - Weighted Average Assumptions for Equity Awards Granted (Details) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Share-based Payment Arrangement [Abstract] | |||
Volatility rate | 49.03% | 47.52% | 39.87% |
Expected term (in years) | 6 years | 6 years | 6 years 6 months |
Risk-free interest rate | 1.02% | 0.48% | 1.73% |
SHARE-BASED COMPENSATION - Summ
SHARE-BASED COMPENSATION - Summary of Stock Option Transactions (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Number of Shares | |||
Beginning balance, number of shares (in shares) | 3,215,000 | 2,848,000 | 3,297,000 |
Granted, number shares (in shares) | 815,000 | 1,121,000 | 360,000 |
Exercised, number of shares (in shares) | (300,976) | 0 | 0 |
Forfeited, number of shares (in shares) | (647,000) | (539,000) | (713,000) |
Cancelled, number of shares (in shares) | (37,000) | (215,000) | (96,000) |
Ending balance, number of shares (in shares) | 3,045,000 | 3,215,000 | 2,848,000 |
Exercisable, end of period (in shares) | 1,235,000 | ||
Weighted Average Exercise Price | |||
Beginning balance, weighted-average exercise price (in dollars per share) | $ 8.95 | $ 11.22 | $ 12.08 |
Granted, weighted-average exercise price (in dollars per share) | 15.01 | 4.86 | 4.67 |
Exercised, weighted-average exercise price (in dollars per share) | 10.85 | ||
Forfeited, weighted-average exercise price (in dollars per share) | 9.17 | 11.26 | 12.16 |
Cancelled, weighted-average exercise price (in dollars per share) | 10.37 | 11.85 | 9.17 |
Ending balance, weighted-average exercise price (in dollars per share) | 10.28 | $ 8.95 | $ 11.22 |
Exercise, weighted-average exercise price (in dollars per share) | $ 9.23 | ||
Stock Option Transactions | |||
Weighted average remaining life | 7 years 9 months 18 days | ||
Exercisable, weighted average remaining life | 7 years | ||
Balance, aggregate intrinsic value | $ 21,817 | ||
Exercisable, aggregate intrinsic value | $ 10,136 |
SHARE-BASED COMPENSATION - Addi
SHARE-BASED COMPENSATION - Additional Information Concerning Outstanding Options (Details) - $ / shares shares in Thousands | 12 Months Ended | |||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Options outstanding, number of options (in shares) | 3,045 | 3,215 | 2,848 | 3,297 |
Options outstanding, weighted average remaining life | 7 years 9 months 18 days | |||
Options outstanding, weighted average exercise price (in dollars per share) | $ 10.28 | $ 8.95 | $ 11.22 | $ 12.08 |
Number of options (in shares) | 1,235 | |||
Options exercisable, weighted average remaining life | 7 years | |||
Options exercisable, weighted average exercise price (in dollars per share) | $ 9.23 | |||
Stock Option 1 | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Options outstanding, number of options (in shares) | 1,119 | |||
Options outstanding, weighted average remaining life | 8 years | |||
Options outstanding, weighted average exercise price (in dollars per share) | $ 4.91 | |||
Number of options (in shares) | 507 | |||
Options exercisable, weighted average remaining life | 7 years 9 months 18 days | |||
Options exercisable, weighted average exercise price (in dollars per share) | $ 4.83 | |||
Stock Option 2 | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Options outstanding, number of options (in shares) | 1,926 | |||
Options outstanding, weighted average remaining life | 7 years 9 months 18 days | |||
Options outstanding, weighted average exercise price (in dollars per share) | $ 13.40 | |||
Number of options (in shares) | 728 | |||
Options exercisable, weighted average remaining life | 6 years 6 months | |||
Options exercisable, weighted average exercise price (in dollars per share) | $ 12.30 |
SHARE-BASED COMPENSATION - Rest
SHARE-BASED COMPENSATION - Restricted Stock and Performance Award Transactions (Details) - $ / shares shares in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Time-Based | |||
Number of Shares | |||
Number of shares, beginning balance (in shares) | 2,354 | 1,819 | 2,245 |
Number of shares, granted (in shares) | 1,248 | 1,399 | 703 |
Number of shares, vested (in shares) | (1,099) | (422) | (586) |
Number of shares, forfeited (in shares) | (511) | (442) | (543) |
Number of shares, ending balance (in shares) | 1,992 | 2,354 | 1,819 |
Weighted Average Grant Price | |||
Weighted average grant price, beginning balance (in dollars per share) | $ 7.02 | $ 10.32 | $ 12.57 |
Weighted average grant price, granted (in dollars per share) | 14.97 | 5.04 | 5.40 |
Weighted average grant price, vested (in dollars per share) | 6.23 | 11.77 | 12.42 |
Weighted average grant price, forfeited (in dollars per share) | 9.64 | 9.76 | 11 |
Weighted average grant price, ending balance (in dollars per share) | $ 11.76 | $ 7.02 | $ 10.32 |
Performance-Based | |||
Number of Shares | |||
Number of shares, beginning balance (in shares) | 1,375 | 711 | 1,037 |
Number of shares, granted (in shares) | 1,525 | 1,068 | 76 |
Number of shares, vested (in shares) | (763) | (192) | (234) |
Number of shares, forfeited (in shares) | (698) | (212) | (168) |
Number of shares, ending balance (in shares) | 1,439 | 1,375 | 711 |
Weighted Average Grant Price | |||
Weighted average grant price, beginning balance (in dollars per share) | $ 6.93 | $ 13.38 | $ 14.63 |
Weighted average grant price, granted (in dollars per share) | 24.48 | 5.25 | 4.67 |
Weighted average grant price, vested (in dollars per share) | 10.67 | 19.65 | 16.30 |
Weighted average grant price, forfeited (in dollars per share) | 11.38 | 8.49 | 13.09 |
Weighted average grant price, ending balance (in dollars per share) | $ 17.73 | $ 6.93 | $ 13.38 |
SHARE-BASED COMPENSATION - Sche
SHARE-BASED COMPENSATION - Schedules of Employee Service Share-Based Compensation, Allocation of Recognized Period Costs (Details) $ in Millions | 12 Months Ended |
Dec. 31, 2021USD ($) | |
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | |
Total unrecognized share-based compensation expense | $ 44.3 |
Employee stock options | |
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | |
Stock options | $ 7.8 |
Weighted Average Remaining Years | 2 years 1 month 6 days |
Time-based restricted stock | |
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | |
Employee service share-based compensation, nonvested awards, compensation not yet recognized, share-based awards other than options | $ 16.8 |
Weighted Average Remaining Years | 2 years 1 month 6 days |
Performance-based restricted stock | |
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | |
Employee service share-based compensation, nonvested awards, compensation not yet recognized, share-based awards other than options | $ 19.7 |
Weighted Average Remaining Years | 1 year 7 months 6 days |
EARNINGS PER COMMON SHARE (Deta
EARNINGS PER COMMON SHARE (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Numerator for Basic and Diluted Earnings Per Common Share: | |||
Net income (loss) applicable to common shares | $ 658,044 | $ (482,778) | $ (15,390) |
Denominator for Basic and Diluted Earnings Per Common Share: | |||
Weighted average basic number of common shares outstanding | 126,058 | 125,562 | 125,576 |
Common stock equivalents: | |||
Weighted average diluted number of common shares outstanding (in shares) | 126,795 | 125,562 | 125,576 |
Basic earnings per common share (in usd per share) | $ 5.22 | $ (3.84) | $ (0.12) |
Diluted earnings per common share (in dollars per share) | $ 5.19 | $ (3.84) | $ (0.12) |
Incentive Plan securities excluded from dilution (in shares) | 275 | 2,559 | 4,480 |
Employee stock options | |||
Common stock equivalents: | |||
Weighted average number diluted shares outstanding adjustment (in shares) | 737 | 0 | 0 |
OTHER ACCRUED EXPENSES (Details
OTHER ACCRUED EXPENSES (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Payables and Accruals [Abstract] | ||
Sales and marketing | $ 99,845 | $ 69,236 |
Accrued warranty obligation and deferred warranty revenue | 30,181 | 26,094 |
Other accrued expenses | 190,363 | 152,563 |
Total other accrued expenses | $ 320,389 | $ 247,893 |
WARRANTY (Details)
WARRANTY (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Movement in Standard Product Warranty Accrual [Roll Forward] | ||
Beginning balance | $ 216,230 | $ 216,173 |
Acquisitions | 10,518 | 109 |
Warranties sold | 1,986 | 2,677 |
Revenue recognized | (2,650) | (2,746) |
Expense | 26,129 | 28,566 |
Settlements | (31,612) | (28,549) |
Divestiture | (2,245) | 0 |
Ending balance | 218,356 | 216,230 |
Less: current portion | 30,181 | 26,094 |
Total warranty, less current portion | $ 188,175 | $ 190,136 |
LONG-TERM DEBT- Schedule of deb
LONG-TERM DEBT- Schedule of debt (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Apr. 15, 2021 | Dec. 31, 2020 |
Debt Instrument [Line Items] | |||
Long-term debt, gross | $ 3,080,500 | ||
Less: unamortized discounts and unamortized deferred financing costs | (43,657) | $ (53,938) | |
Total long-term debt, net of unamortized discounts and unamortized deferred financing costs | 3,036,843 | 3,589,029 | |
Current portion of long-term debt | 26,000 | 25,600 | |
Long-term debt | $ 3,010,843 | 3,563,429 | |
Debt instrument stated rate | 6.125% | ||
Term loan facility due April 2028 | |||
Debt Instrument [Line Items] | |||
Long-term debt, gross | $ 2,580,500 | 2,497,967 | |
8.00% senior notes due April 2026 | |||
Debt Instrument [Line Items] | |||
Long-term debt, gross | 0 | 645,000 | |
Total long-term debt, net of unamortized discounts and unamortized deferred financing costs | $ 0 | 645,000 | |
Debt instrument stated rate | 8.00% | 8.00% | |
6.125% senior notes due January 2029 | |||
Debt Instrument [Line Items] | |||
Long-term debt, gross | $ 500,000 | 500,000 | |
Debt instrument stated rate | 6.125% | ||
ABL Credit Facility, Due 2023 | Other assets | ABL Facility | |||
Debt Instrument [Line Items] | |||
Unamortized deferred financing costs | $ 1,300 | $ 1,700 |
LONG-TERM DEBT- Schedule of d_2
LONG-TERM DEBT- Schedule of debt maturity (Details) $ in Thousands | Dec. 31, 2021USD ($) |
Debt Disclosure [Abstract] | |
2022 | $ 26,000 |
2023 | 26,000 |
2024 | 26,000 |
2025 | 26,000 |
2026 and thereafter | 2,976,500 |
Long-term debt | $ 3,080,500 |
LONG-TERM DEBT- Narrative (Deta
LONG-TERM DEBT- Narrative (Details) - USD ($) | Apr. 15, 2021 | Sep. 24, 2020 | Nov. 16, 2018 | Oct. 15, 2018 | Apr. 12, 2018 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Nov. 15, 2018 | Oct. 14, 2018 |
Line of Credit Facility [Line Items] | ||||||||||
Line of credit facility, maximum borrowing capacity | $ 115,000,000 | |||||||||
Payments on ABL facility | $ 190,000,000 | $ 415,000,000 | $ 220,000,000 | |||||||
Long-term debt, gross | $ 3,080,500,000 | |||||||||
Debt instrument stated rate | 6.125% | |||||||||
Revolving Credit Facility | ABL Facility | ||||||||||
Line of Credit Facility [Line Items] | ||||||||||
Line of credit facility, maximum borrowing capacity | $ 611,000,000 | $ 396,000,000 | $ 360,000,000 | |||||||
Line of credit facility, increase in borrowing capacity | 215,000,000 | 36,000,000 | ||||||||
Payments on ABL facility | 325,000,000 | |||||||||
Amended net debt to EBITDA leverage ratio | 1 | |||||||||
Covenant compliance, percentage of specified availability | 10.00% | |||||||||
Covenant terms, specific availability in excess of threshold of calendar days | 20 days | |||||||||
Term Loan Facility | ||||||||||
Line of Credit Facility [Line Items] | ||||||||||
Senior notes, aggregate principal amount | 1,755,000,000 | |||||||||
Discount rate (as a percent) | 0.50% | |||||||||
Financing cost incurred | 24,800,000 | |||||||||
Deferred and amortized cost incurred | $ 13,200,000 | |||||||||
Mandatory prepayment, percentage of annual excess cash flow | 50.00% | |||||||||
Covenant compliance, excess cash flow, minimum | $ 10,000,000 | |||||||||
Effective interest rate | 4.02% | |||||||||
Term Loan Facility | Minimum | Leverage Ratio Target Achieve | ||||||||||
Line of Credit Facility [Line Items] | ||||||||||
Mandatory prepayment, percentage of annual excess cash flow | 25.00% | |||||||||
Term Loan Facility | Maximum | Leverage Ratio Target Achieve | ||||||||||
Line of Credit Facility [Line Items] | ||||||||||
Mandatory prepayment, percentage of annual excess cash flow | 0.00% | |||||||||
Term Loan Facility | London Interbank Offered Rate (LIBOR) | ||||||||||
Line of Credit Facility [Line Items] | ||||||||||
Spread on variable rate, floor | 0.50% | |||||||||
Basis spread on variable rate | 3.25% | |||||||||
Term Loan Facility | Base Rate | ||||||||||
Line of Credit Facility [Line Items] | ||||||||||
Basis spread on variable rate | 2.25% | |||||||||
Term Loan Facility | Ply Gem | ||||||||||
Line of Credit Facility [Line Items] | ||||||||||
Senior notes, aggregate principal amount | $ 1,755,000,000 | |||||||||
Line of credit facility, increase in borrowing capacity | 805,000,000 | |||||||||
Cash Flow Revolver | ||||||||||
Line of Credit Facility [Line Items] | ||||||||||
Line of credit facility, maximum borrowing capacity | $ 92,000,000 | |||||||||
Secured debt, percentage of capital stock held by foreign subsidiary | 65.00% | |||||||||
Covenant compliance, secured leverage ratio, maximum | 7.75 | |||||||||
Cash Flow Revolver | Minimum | Commitment Fee Percentage One | ||||||||||
Line of Credit Facility [Line Items] | ||||||||||
Unused commitment fee, as a percent | 0.25% | |||||||||
Cash Flow Revolver | Maximum | Commitment Fee Percentage One | ||||||||||
Line of Credit Facility [Line Items] | ||||||||||
Unused commitment fee, as a percent | 0.50% | |||||||||
Cash Flow Revolver | London Interbank Offered Rate (LIBOR) | ||||||||||
Line of Credit Facility [Line Items] | ||||||||||
Spread on variable rate, floor | 0.00% | |||||||||
Cash Flow Revolver | London Interbank Offered Rate (LIBOR) | Minimum | ||||||||||
Line of Credit Facility [Line Items] | ||||||||||
Basis spread on variable rate | 2.50% | |||||||||
Cash Flow Revolver | London Interbank Offered Rate (LIBOR) | Maximum | ||||||||||
Line of Credit Facility [Line Items] | ||||||||||
Basis spread on variable rate | 3.00% | |||||||||
Cash Flow Revolver | Base Rate | Minimum | ||||||||||
Line of Credit Facility [Line Items] | ||||||||||
Basis spread on variable rate | 1.50% | |||||||||
Cash Flow Revolver | Base Rate | Maximum | ||||||||||
Line of Credit Facility [Line Items] | ||||||||||
Basis spread on variable rate | 2.00% | |||||||||
Cash Flow Revolver | Ply Gem | ||||||||||
Line of Credit Facility [Line Items] | ||||||||||
Line of credit facility, maximum borrowing capacity | 115,000,000 | |||||||||
Extended Cash Flow Revolver | ||||||||||
Line of Credit Facility [Line Items] | ||||||||||
Line of credit facility, maximum borrowing capacity | $ 92,000,000 | |||||||||
Tranche B Term Loan | ||||||||||
Line of Credit Facility [Line Items] | ||||||||||
Senior notes, aggregate principal amount | 2,600,000,000 | |||||||||
Line of credit facility, increase in borrowing capacity | 108,400,000 | |||||||||
Long-term debt, gross | 2,491,600,000 | |||||||||
8.00% senior notes due April 2026 | ||||||||||
Line of Credit Facility [Line Items] | ||||||||||
Senior notes, aggregate principal amount | $ 645,000,000 | |||||||||
Long-term debt, gross | $ 0 | $ 645,000,000 | ||||||||
Debt instrument stated rate | 8.00% | 8.00% | ||||||||
Redemption price | $ 670,800,000 | |||||||||
Loss on extinguishment of debt | $ 41,900,000 | |||||||||
Redemption premium | 25,800,000 | |||||||||
Write off of deferred debt issuance cost | $ 16,100,000 | |||||||||
ABL U.S. Facility | Revolving Credit Facility | ABL Facility | ||||||||||
Line of Credit Facility [Line Items] | ||||||||||
Line of credit facility, maximum borrowing capacity | 483,700,000 | 313,500,000 | 285,000,000 | $ 313,500,000 | $ 285,000,000 | |||||
ABL Canadian Facility | Revolving Credit Facility | ABL Facility | ||||||||||
Line of Credit Facility [Line Items] | ||||||||||
Line of credit facility, maximum borrowing capacity | $ 127,300,000 | $ 82,500,000 | $ 75,000,000 | $ 82,500,000 | $ 75,000,000 | |||||
Extended ABL Commitments | Revolving Credit Facility | Line of Credit | ||||||||||
Line of Credit Facility [Line Items] | ||||||||||
Line of credit facility, maximum borrowing capacity | $ 611,000,000 | |||||||||
ABL Facility | Minimum | Commitment Fee Percentage One | ||||||||||
Line of Credit Facility [Line Items] | ||||||||||
Unused commitment fee, as a percent | 0.25% | |||||||||
ABL Facility | London Interbank Offered Rate (LIBOR) | ||||||||||
Line of Credit Facility [Line Items] | ||||||||||
Spread on variable rate, floor | 0.00% | |||||||||
ABL Facility | London Interbank Offered Rate (LIBOR) | Minimum | ||||||||||
Line of Credit Facility [Line Items] | ||||||||||
Basis spread on variable rate | 1.25% | |||||||||
ABL Facility | London Interbank Offered Rate (LIBOR) | Maximum | ||||||||||
Line of Credit Facility [Line Items] | ||||||||||
Basis spread on variable rate | 1.75% | |||||||||
ABL Facility | Base Rate | Minimum | ||||||||||
Line of Credit Facility [Line Items] | ||||||||||
Basis spread on variable rate | 0.25% | |||||||||
ABL Facility | Base Rate | Maximum | ||||||||||
Line of Credit Facility [Line Items] | ||||||||||
Basis spread on variable rate | 0.75% | |||||||||
6.125% Senior Notes due January 2029 | ||||||||||
Line of Credit Facility [Line Items] | ||||||||||
Senior notes, aggregate principal amount | $ 500,000,000 | |||||||||
Discount rate (as a percent) | 6.125% | |||||||||
Debt instrument stated rate | 6.125% | 6.125% | ||||||||
Effective interest rate | 6.33% | |||||||||
6.125% Senior Notes due January 2029 | Debt Instrument, Redemption, Period Five | ||||||||||
Line of Credit Facility [Line Items] | ||||||||||
Redemption price | 100.00% | |||||||||
6.125% Senior Notes due January 2029 | Debt Instrument, Redemption, Period Six | ||||||||||
Line of Credit Facility [Line Items] | ||||||||||
Redemption price | 106.125% | |||||||||
Redemption price, percentage of principal amount redeemed | 40.00% | |||||||||
6.125% Senior Notes due January 2029 | Debt Instrument, Redemption, Period Seven | ||||||||||
Line of Credit Facility [Line Items] | ||||||||||
Redemption price | 103.063% | |||||||||
6.125% Senior Notes due January 2029 | Debt Instrument, Redemption, Period Eight | ||||||||||
Line of Credit Facility [Line Items] | ||||||||||
Redemption price | 101.531% | |||||||||
6.125% Senior Notes due January 2029 | Debt Instrument, Redemption, Period Nine | ||||||||||
Line of Credit Facility [Line Items] | ||||||||||
Redemption price | 100.00% |
LONG-TERM DEBT -Schedule of lon
LONG-TERM DEBT -Schedule of long-term debt instruments (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2021USD ($) | |
Term Loan Facility | |
Debt Instrument [Line Items] | |
Interest rate | 3.75% |
Effective interest rate | 4.02% |
ABL Facility | |
Debt Instrument [Line Items] | |
Excess availability | $ 565,576 |
Revolving loans outstanding | 0 |
Letters of credit outstanding | $ 40,257 |
DERIVATIVES - Narrative (Detail
DERIVATIVES - Narrative (Details) $ in Thousands | Apr. 15, 2021USD ($)derivativeInstrument | Dec. 31, 2021USD ($) | May 31, 2021 | Dec. 31, 2020USD ($) | May 31, 2019USD ($) |
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |||||
Number of swap contracts terminated | derivativeInstrument | 2 | ||||
Number of swap contract entered | derivativeInstrument | 2 | ||||
Notional Amount | $ 1,500,000 | $ 1,500,000 | |||
AOCI derivative gain | $ 800 | ||||
Derivative, floor interest rate | 0.50% | ||||
Fair value hedge assets | $ 700 | ||||
Minimum | |||||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |||||
Derivative, fixed interest rate | 2.0369% | ||||
Maximum | |||||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |||||
Derivative, fixed interest rate | 2.034% | ||||
Not Designated as Hedging Instrument | |||||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |||||
AOCI derivative gain | $ 44,700 | ||||
Forward Contracts | |||||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |||||
Loss on foreign currency fair value hedge derivatives | 1,100 | ||||
Interest rate swaps | |||||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |||||
Derivative, term of contract | 4 years | ||||
Derivative, notional amount | $ 1,500,000 | ||||
Interest Rate Swap Three | |||||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |||||
Derivative, notional amount | $ 500,000 | $ 500,000 | |||
Notional Amount | 500,000 | 500,000 | |||
Interest Rate Swap One | |||||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |||||
Derivative, notional amount | 500,000 | ||||
Notional Amount | 0 | 500,000 | |||
Interest Rate Swap Two | |||||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |||||
Notional Amount | 0 | $ 500,000 | |||
Interest Rate Swap Two | Not Designated as Hedging Instrument | |||||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |||||
Derivative, notional amount | 500,000 | ||||
Interest Rate Swap Six | |||||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |||||
Notional Amount | 250,000 | (250,000) | |||
Interest Rate Swap Seven | |||||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |||||
Notional Amount | 250,000 | (250,000) | |||
Interest Rate Swap Four | |||||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |||||
Derivative, notional amount | 750,000 | ||||
Notional Amount | 750,000 | ||||
Interest Rate Swap Five | |||||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |||||
Derivative, notional amount | $ 750,000 | ||||
Notional Amount | $ 750,000 |
DERIVATIVES- Interest rate swap
DERIVATIVES- Interest rate swaps (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Apr. 15, 2021 | Dec. 31, 2020 |
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |||
Notional Amount | $ 1,500,000 | $ 1,500,000 | |
Interest Rate Swap One | |||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |||
Fixed Rate Paid (Received) | 2.157% | ||
Notional Amount | $ 0 | 500,000 | |
Interest Rate Swap Two | |||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |||
Fixed Rate Paid (Received) | 2.156% | ||
Notional Amount | $ 0 | 500,000 | |
Interest Rate Swap Three | |||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |||
Fixed Rate Paid (Received) | 2.168% | ||
Notional Amount | $ 500,000 | $ 500,000 | |
Interest Rate Swap Four | |||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |||
Fixed Rate Paid (Received) | 2.0369% | ||
Notional Amount | $ 750,000 | ||
Interest Rate Swap Five | |||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |||
Fixed Rate Paid (Received) | 2.034% | ||
Notional Amount | $ 750,000 | ||
Interest Rate Swap Six | |||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |||
Fixed Rate Paid (Received) | (2.168%) | ||
Notional Amount | $ (250,000) | $ 250,000 | |
Interest Rate Swap Seven | |||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |||
Fixed Rate Paid (Received) | (2.168%) | ||
Notional Amount | $ (250,000) | $ 250,000 |
DERIVATIVES- Fair values of Der
DERIVATIVES- Fair values of Derivatives on the Consolidated Balance Sheets (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Not Designated as Hedging Instrument | ||
Derivative [Line Items] | ||
Derivative assets | $ 11,543 | $ 0 |
Derivative liabilities | 11,543 | 0 |
Not Designated as Hedging Instrument | Interest rate swaps | Other assets | ||
Derivative [Line Items] | ||
Derivative assets | 11,543 | 0 |
Derivative liabilities | 0 | 0 |
Not Designated as Hedging Instrument | Interest rate swaps | Other long-term liabilities | ||
Derivative [Line Items] | ||
Derivative assets | 0 | 0 |
Derivative liabilities | 11,543 | 0 |
Designated as Hedging Instrument | ||
Derivative [Line Items] | ||
Derivative assets | 728 | 0 |
Derivative liabilities | 41,406 | 75,770 |
Designated as Hedging Instrument | Interest rate swaps | Other long-term liabilities | ||
Derivative [Line Items] | ||
Derivative assets | 0 | 0 |
Derivative liabilities | 28,279 | 75,770 |
Designated as Hedging Instrument | Interest rate swaps | Other accrued expenses | ||
Derivative [Line Items] | ||
Derivative assets | 0 | 0 |
Derivative liabilities | 13,127 | 0 |
Designated as Hedging Instrument | Foreign currency hedges | Prepaid expenses and other | ||
Derivative [Line Items] | ||
Derivative assets | 728 | 0 |
Derivative liabilities | $ 0 | $ 0 |
DERIVATIVES- Effect of derivati
DERIVATIVES- Effect of derivatives on the consolidated statements of operations (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Derivative [Line Items] | ||
Derivative instruments, gain (loss) | $ 38,245 | $ 24,198 |
Not Designated as Hedging Instrument | Interest rate swaps | Interest expense | ||
Derivative [Line Items] | ||
Derivative instruments, gain (loss) | 21,164 | 0 |
Not Designated as Hedging Instrument | Foreign currency hedges | Cost of sales | ||
Derivative [Line Items] | ||
Derivative instruments, gain (loss) | 1,083 | 0 |
Designated as Hedging Instrument | Interest rate swaps | Interest expense | ||
Derivative [Line Items] | ||
Derivative instruments, gain (loss) | $ 15,998 | $ 24,198 |
CD&R INVESTOR GROUP (Details)
CD&R INVESTOR GROUP (Details) - USD ($) $ / shares in Units, $ in Thousands | Dec. 11, 2017 | Jul. 25, 2016 | Jul. 18, 2016 | Jan. 31, 2014 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Schedule Of Cumulative Convertible Preferred Stock [Line Items] | |||||||
Payments for repurchase of common stock | $ 0 | $ 6,428 | $ 0 | ||||
Underwriter | |||||||
Schedule Of Cumulative Convertible Preferred Stock [Line Items] | |||||||
Stock issued during period, shares, new issues (in shares) | 10,350,000 | ||||||
Stock issued during period, value, new issues | $ 160,100 | ||||||
CDR Fund VIII Investor Group | |||||||
Schedule Of Cumulative Convertible Preferred Stock [Line Items] | |||||||
Stock issued during period, shares, new issues (in shares) | 9,000,000 | 8,500,000 | |||||
Common stock, par value, new issues (in usd per share) | $ 16.15 | $ 18 | |||||
Additional number of shares issued (in shares) | 1,350,000 | 1,275,000 | |||||
Stock repurchased during period, shares (in shares) | 1,150,000 | ||||||
Common stock repurchased (in shares) | 2,900,000 | ||||||
Equity method investment, ownership percentage | 48.80% | 49.40% | |||||
CDR Fund VIII Investor Group | Secondary Offering | |||||||
Schedule Of Cumulative Convertible Preferred Stock [Line Items] | |||||||
Common stock repurchased (in shares) | 1,150,000 | ||||||
Common stock offered (in shares) | 7,150,000 | ||||||
Common stock price per share (in usd per share) | $ 19.36 | ||||||
Payments for repurchase of common stock | $ 22,300 |
FAIR VALUE OF FINANCIAL INSTR_3
FAIR VALUE OF FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS - Fair Value of Financial Instruments Not Currently Recognized at Fair Value (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Apr. 15, 2021 | Dec. 31, 2020 | Sep. 24, 2020 |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||
Debt instrument stated rate | 6.125% | |||
Long-term Debt | $ 3,036,843 | $ 3,589,029 | ||
8.00% senior notes due April 2026 | ||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||
Debt instrument stated rate | 8.00% | 8.00% | ||
Long-term Debt | $ 0 | 645,000 | ||
Long-term debt, fair value | $ 0 | 674,025 | ||
6.125% Senior Notes due January 2029 | ||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||
Debt instrument stated rate | 6.125% | 6.125% | ||
Long-term Debt | $ 500,000 | 500,000 | ||
Long-term debt, fair value | 531,900 | 530,000 | ||
ABL Facility | ||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||
Long-term Debt | 0 | |||
Cash Flow Revolver | ||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||
Long-term Debt | 0 | |||
Term Loan Facility | ||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||
Long-term Debt | 2,580,500 | 2,497,967 | ||
Long-term debt, fair value | $ 2,570,823 | $ 2,485,477 |
FAIR VALUE OF FINANCIAL INSTR_4
FAIR VALUE OF FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS - Schedule of Fair Value of Assets and Liabilities, By Type (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Assets: | ||
Short-term investments in deferred compensation plan | $ 2,759 | $ 2,333 |
Fair value hedge assets | 700 | |
Total assets | 15,030 | 2,333 |
Liabilities: | ||
Liabilities, recurring fair value measurements | 55,708 | 78,109 |
Unrealized holding gain (loss) | 200 | (500) |
Foreign currency hedges | ||
Assets: | ||
Fair value hedge assets | 728 | |
Not Designated as Hedging Instrument | ||
Liabilities: | ||
Derivative liability | 11,543 | 0 |
Interest rate swaps | ||
Assets: | ||
Short-term investments in deferred compensation plan | 11,543 | |
Liabilities: | ||
Liabilities, recurring fair value measurements | 52,949 | 75,770 |
Interest rate swaps | Other noncurrent liabilities | Not Designated as Hedging Instrument | ||
Liabilities: | ||
Derivative liability | 11,543 | 0 |
Pay Fixed Interest Rate Swap | ||
Liabilities: | ||
Derivative instrument, financing component, amount | 41,400 | |
Level 1 | ||
Assets: | ||
Short-term investments in deferred compensation plan | 2,608 | 2,180 |
Total assets | 2,608 | 2,180 |
Liabilities: | ||
Liabilities, recurring fair value measurements | 0 | 0 |
Level 1 | Foreign currency hedges | ||
Assets: | ||
Fair value hedge assets | 0 | |
Level 1 | Interest rate swaps | ||
Assets: | ||
Short-term investments in deferred compensation plan | 0 | |
Liabilities: | ||
Liabilities, recurring fair value measurements | 0 | 0 |
Level 2 | ||
Assets: | ||
Short-term investments in deferred compensation plan | 151 | 153 |
Total assets | 12,422 | 153 |
Liabilities: | ||
Liabilities, recurring fair value measurements | 55,708 | 78,109 |
Level 2 | Foreign currency hedges | ||
Assets: | ||
Fair value hedge assets | 728 | |
Level 2 | Interest rate swaps | ||
Assets: | ||
Short-term investments in deferred compensation plan | 11,543 | |
Liabilities: | ||
Liabilities, recurring fair value measurements | 52,949 | 75,770 |
Level 3 | ||
Assets: | ||
Short-term investments in deferred compensation plan | 0 | 0 |
Total assets | 0 | 0 |
Liabilities: | ||
Liabilities, recurring fair value measurements | 0 | 0 |
Level 3 | Foreign currency hedges | ||
Assets: | ||
Fair value hedge assets | 0 | |
Level 3 | Interest rate swaps | ||
Assets: | ||
Short-term investments in deferred compensation plan | 0 | |
Liabilities: | ||
Liabilities, recurring fair value measurements | 0 | 0 |
Deferred Compensation Plan | ||
Liabilities: | ||
Liabilities, recurring fair value measurements | 2,759 | 2,339 |
Deferred Compensation Plan | Level 1 | ||
Liabilities: | ||
Liabilities, recurring fair value measurements | 0 | 0 |
Deferred Compensation Plan | Level 2 | ||
Liabilities: | ||
Liabilities, recurring fair value measurements | 2,759 | 2,339 |
Deferred Compensation Plan | Level 3 | ||
Liabilities: | ||
Liabilities, recurring fair value measurements | 0 | 0 |
Money market | ||
Assets: | ||
Short-term investments in deferred compensation plan | 24 | 349 |
Money market | Level 1 | ||
Assets: | ||
Short-term investments in deferred compensation plan | 24 | 349 |
Money market | Level 2 | ||
Assets: | ||
Short-term investments in deferred compensation plan | 0 | 0 |
Money market | Level 3 | ||
Assets: | ||
Short-term investments in deferred compensation plan | 0 | 0 |
Mutual funds – Growth | ||
Assets: | ||
Short-term investments in deferred compensation plan | 557 | 487 |
Mutual funds – Growth | Level 1 | ||
Assets: | ||
Short-term investments in deferred compensation plan | 557 | 487 |
Mutual funds – Growth | Level 2 | ||
Assets: | ||
Short-term investments in deferred compensation plan | 0 | 0 |
Mutual funds – Growth | Level 3 | ||
Assets: | ||
Short-term investments in deferred compensation plan | 0 | 0 |
Mutual funds – Blend | ||
Assets: | ||
Short-term investments in deferred compensation plan | 1,560 | 1,006 |
Mutual funds – Blend | Level 1 | ||
Assets: | ||
Short-term investments in deferred compensation plan | 1,560 | 1,006 |
Mutual funds – Blend | Level 2 | ||
Assets: | ||
Short-term investments in deferred compensation plan | 0 | 0 |
Mutual funds – Blend | Level 3 | ||
Assets: | ||
Short-term investments in deferred compensation plan | 0 | 0 |
Mutual funds – Foreign blend | ||
Assets: | ||
Short-term investments in deferred compensation plan | 467 | 338 |
Mutual funds – Foreign blend | Level 1 | ||
Assets: | ||
Short-term investments in deferred compensation plan | 467 | 338 |
Mutual funds – Foreign blend | Level 2 | ||
Assets: | ||
Short-term investments in deferred compensation plan | 0 | 0 |
Mutual funds – Foreign blend | Level 3 | ||
Assets: | ||
Short-term investments in deferred compensation plan | 0 | 0 |
Mutual funds – Fixed income | ||
Assets: | ||
Short-term investments in deferred compensation plan | 151 | 153 |
Mutual funds – Fixed income | Level 1 | ||
Assets: | ||
Short-term investments in deferred compensation plan | 0 | 0 |
Mutual funds – Fixed income | Level 2 | ||
Assets: | ||
Short-term investments in deferred compensation plan | 151 | 153 |
Mutual funds – Fixed income | Level 3 | ||
Assets: | ||
Short-term investments in deferred compensation plan | $ 0 | $ 0 |
INCOME TAXES - Schedule of Inco
INCOME TAXES - Schedule of Income Before Income Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Income Tax Contingency [Line Items] | |||
Income (loss) before income taxes | $ 901,827 | $ (477,215) | $ (10,615) |
Domestic | |||
Income Tax Contingency [Line Items] | |||
Domestic | 818,635 | (420,014) | (12,016) |
Foreign | |||
Income Tax Contingency [Line Items] | |||
Foreign | $ 83,192 | $ (57,201) | $ 1,401 |
INCOME TAXES - Schedule of Comp
INCOME TAXES - Schedule of Components of Income Tax Provision (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Current: | |||
Federal | $ 219,379 | $ (1,343) | $ (311) |
State | 64,509 | 7,316 | 7,219 |
Foreign | 11,590 | 3,909 | 3,952 |
Total current | 295,478 | 9,882 | 10,860 |
Deferred: | |||
Federal | (43,980) | 82 | 205 |
State | (18,363) | 1,462 | 1,875 |
Foreign | 2,833 | (5,863) | (8,165) |
Total deferred | (59,510) | (4,319) | (6,085) |
Total provision (benefit) | $ 235,968 | $ 5,563 | $ 4,775 |
INCOME TAXES - Schedule of Effe
INCOME TAXES - Schedule of Effective Income Tax Reconciliation (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |||
Federal income tax at statutory rate | $ 189,384 | $ (100,215) | $ (2,229) |
State income taxes | 34,071 | 7,482 | 8,059 |
Non-deductible expenses | 180 | 217 | 62 |
Gain on divestitures | 9,725 | 0 | 0 |
Compensation related expenses | 2,573 | 3,630 | 3,518 |
Meals and entertainment | 552 | 465 | 1,265 |
Tax credits | (14,285) | (3,343) | (7,179) |
Foreign income tax | 3,413 | (2,820) | (884) |
Employee fringe benefits | 480 | 443 | 474 |
Unrecognized tax benefits | 5,686 | (157) | (581) |
Reversal of valuation allowance | 0 | 0 | (3,981) |
Global intangible low-taxed income | 8,248 | 4,317 | 4,398 |
Goodwill impairment | 0 | 94,793 | 0 |
Transaction costs | 0 | 0 | 1,903 |
Other | (4,059) | 751 | (50) |
Total provision (benefit) | $ 235,968 | $ 5,563 | $ 4,775 |
INCOME TAXES - Narrative (Detai
INCOME TAXES - Narrative (Details) - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended | |||
Dec. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Schedule Of Income Tax [Line Items] | |||||
Goodwill impairment | $ 0 | $ 503,171 | $ 0 | ||
Goodwill impairment with no tax basis | 438,700 | ||||
Operating loss carryforwards | $ 41,700 | 41,700 | |||
Deferred tax assets, valuation allowance | 15,634 | 15,634 | 11,996 | $ 10,347 | $ 19,497 |
Unrecognized tax benefits, including interest and penalties | 17,400 | 17,400 | |||
Accrued interest and penalties related to uncertain tax positions | 2,600 | 2,600 | |||
Unrecognized tax benefits that would impact effective tax rate | 14,800 | 14,800 | |||
Amount of employer side social security payments deferred | $ 19,900 | ||||
Payment of deferred social security taxes | 10,000 | ||||
Deferred social security payments recorded in current liabilities | 10,000 | ||||
Federal | |||||
Schedule Of Income Tax [Line Items] | |||||
Operating loss carryforwards | 20,800 | 20,800 | |||
State | |||||
Schedule Of Income Tax [Line Items] | |||||
Operating loss carryforwards | 13,300 | 13,300 | |||
Foreign tax authority | |||||
Schedule Of Income Tax [Line Items] | |||||
Operating loss carryforwards | $ 7,600 | $ 7,600 |
INCOME TAXES - Tax Effect of Te
INCOME TAXES - Tax Effect of Temporary Differences (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Deferred tax assets: | ||||
Inventory obsolescence | $ 4,363 | $ 4,369 | ||
Bad debt reserve | 2,511 | 2,302 | ||
Accrued and deferred compensation | 13,136 | 7,522 | ||
Accrued insurance reserves | 7,895 | 8,429 | ||
Net operating loss and tax credit carryover | 41,732 | 61,169 | ||
Pension | 1,148 | 4,576 | ||
Leases | 72,812 | 68,589 | ||
Warranty | 44,925 | 44,969 | ||
Other reserves | 52,635 | 48,258 | ||
Total deferred tax assets | 241,157 | 250,183 | ||
Less valuation allowance | (15,634) | (11,996) | $ (10,347) | $ (19,497) |
Net deferred tax assets | 225,523 | 238,187 | ||
Deferred tax liabilities: | ||||
Depreciation and amortization | (388,730) | (424,254) | ||
Stock basis | (12,733) | (12,826) | ||
Leases | (72,098) | (66,962) | ||
Other | (2,296) | (2,070) | ||
Total deferred tax liabilities | (475,857) | (506,112) | ||
Total deferred tax liability, net | $ (250,334) | $ (267,925) |
INCOME TAXES - Rollforward of V
INCOME TAXES - Rollforward of Valuation Allowance on Deferred Taxes Activity (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
SEC Schedule, 12-09, Movement in Valuation Allowances and Reserves [Roll Forward] | |||
Beginning balance | $ 11,996 | $ 10,347 | $ 19,497 |
Additions (reductions) | 3,638 | 1,649 | (9,150) |
Ending balance | $ 15,634 | $ 11,996 | $ 10,347 |
INCOME TAXES - Rollforward of U
INCOME TAXES - Rollforward of Unrecognized Tax Benefits (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward] | ||
Unrecognized tax benefits at beginning of year | $ 9,403 | $ 10,107 |
Additions based on tax positions related to current year | 6,037 | 194 |
Reductions for tax positions of prior years | 15 | |
Reductions for tax positions of prior years | (39) | |
Reductions resulting from expiration of statute of limitations | (610) | (859) |
Unrecognized tax benefits at end of year | $ 14,845 | $ 9,403 |
ACCUMULATED OTHER COMPREHENSI_3
ACCUMULATED OTHER COMPREHENSIVE LOSS (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Accumulated other comprehensive loss | $ 1,176,339 | $ 441,805 | $ 935,318 | $ 959,982 |
Foreign exchange translation adjustments | ||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Accumulated other comprehensive loss | 22,741 | 16,147 | ||
Unrealized loss on derivative instruments, net of tax benefit of $5,549 and $17,612, respectively | ||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Accumulated other comprehensive loss | (23,407) | (58,625) | ||
Unrealized loss on derivative instruments, tax benefit | 5,549 | 17,612 | ||
Defined benefit pension plan actuarial losses, net of tax benefit of $1,854 and $5,049, respectively | ||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Accumulated other comprehensive loss | (4,946) | (9,039) | ||
Defined benefit pension plan actuarial losses, tax benefit | 1,854 | 5,049 | ||
Accumulated other comprehensive loss | ||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Accumulated other comprehensive loss | $ (5,612) | $ (51,517) | $ (32,398) | $ (10,813) |
STOCK REPURCHASE PROGRAM - Narr
STOCK REPURCHASE PROGRAM - Narrative (Details) - USD ($) | 12 Months Ended | ||||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Mar. 07, 2018 | Oct. 10, 2017 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Purchase of treasury stock | $ 0 | $ 6,428,000 | $ 0 | ||
Stock repurchase program, remaining authorized repurchase amount | $ 49,100,000 | ||||
Retirement of treasury (in shares) | 600,000 | 1,300,000 | 300,000 | ||
Treasury Stock | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Treasury stock purchases (in shares) | 612,011 | 1,298,253 | 256,857 | ||
Retirement of treasury (in shares) | 612,011 | 1,298,665 | 306,531 | ||
Treasury stock, retired shares previously withheld or repurchased, amount | $ 9,700,000 | $ 8,000,000 | $ 2,400,000 | ||
Additional Paid-In Capital | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Treasury stock, retired shares previously withheld or repurchased, amount | 9,700,000 | $ 8,000,000 | $ 2,400,000 | ||
2017 Stock Repurchase Program | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Stock repurchase program, authorized amount | $ 50,000,000 | ||||
2018 Stock Repurchase Program | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Stock repurchase program, authorized amount | $ 50,000,000 | ||||
Stock Repurchase Programs | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Stock repurchase program, authorized amount | $ 100,000,000 | ||||
Treasury stock purchases (in shares) | 0 | 1,100,000 | 0 | ||
Purchase of treasury stock | $ 6,400,000 | ||||
Retirement of treasury (in shares) | 1,100,000 |
STOCK REPURCHASE PROGRAM - Chan
STOCK REPURCHASE PROGRAM - Change in Treasury Common Stock, At Cost (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Treasury Stock, Shares [Abstract] | |||
Beginning balance (in shares) | 25,332 | ||
Retirements (in shares) | (600,000) | (1,300,000) | (300,000) |
Ending balance (in shares) | 21,071 | 25,332 | |
Treasury Stock, Value [Abstract] | |||
Beginning balance | $ 510 | ||
Purchases | 9,685 | $ 7,994 | $ 1,934 |
Retirements | 0 | 0 | 0 |
Deferred compensation obligation | 0 | 0 | $ 0 |
Ending balance | $ 424 | $ 510 | |
Treasury Stock | |||
Treasury Stock, Shares [Abstract] | |||
Beginning balance (in shares) | 25,000 | 56,000 | 111,000 |
Treasury stock purchases (in shares) | 612,011 | 1,298,253 | 256,857 |
Retirements (in shares) | (612,011) | (1,298,665) | (306,531) |
Deferred compensation obligation (in shares) | (4,261) | (29,769) | (5,712) |
Ending balance (in shares) | 21,000 | 25,000 | 56,000 |
Treasury Stock, Value [Abstract] | |||
Beginning balance | $ 510 | $ 1,103 | $ 1,678 |
Purchases | 9,685 | 7,994 | 1,934 |
Retirements | (9,685) | (7,995) | (2,423) |
Deferred compensation obligation | (86) | (592) | (86) |
Ending balance | $ 424 | $ 510 | $ 1,103 |
EMPLOYEE BENEFIT PLANS - Narrat
EMPLOYEE BENEFIT PLANS - Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Defined Benefit Plan Disclosure [Line Items] | |||
Percentage of employee contribution | 5.00% | ||
Allocated share-based compensation expense, net of tax | $ 16,300 | $ 16,200 | $ 13,300 |
Defer percentage to officers and key employees salary | 80.00% | ||
Defer percentage to officers and key employees bonus | 90.00% | ||
Defer percentage to directors | 100.00% | ||
Deferred compensation arrangement with individual, requisite service period | 3 years | ||
Deferred compensation liability, current and noncurrent | $ 2,800 | 2,300 | |
Deferred compensation plan assets | 2,800 | 2,300 | |
Unrecognized actuarial gains (losses) | $ 4,093 | $ (1,092) | $ (1,984) |
Minimum | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Matching contributions percentage | 50.00% | ||
Maximum | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Matching contributions percentage | 100.00% | ||
OPEB Plans | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Health care cost trend rate (as a percent) | 6.00% | ||
Health care cost trend rate (as a percent) | 4.00% | ||
Defined benefit plan, expected future benefit payments, next rolling twelve months | $ 500 | ||
RCC Pension Plan | Equity income funds | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Defined benefit plan, target plan asset allocations (as a percent) | 30.00% | ||
RCC Pension Plan | Fixed Income | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Defined benefit plan, target plan asset allocations (as a percent) | 70.00% | ||
Ply Gem Plan | Equity income funds | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Defined benefit plan, target plan asset allocations (as a percent) | 30.00% | ||
Ply Gem Plan | Fixed Income | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Defined benefit plan, target plan asset allocations (as a percent) | 70.00% | ||
MW Plan | Equity income funds | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Defined benefit plan, target plan asset allocations (as a percent) | 50.00% | ||
MW Plan | Fixed Income | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Defined benefit plan, target plan asset allocations (as a percent) | 50.00% | ||
Coil Coating Benefit Plan | OPEB Plans | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Defined benefit plan, minimum annual employee contribution, percent | 0.00% | ||
Defined benefit plan, maximum annual contributions per retiree, percent | 25.00% | ||
Coil Coating Benefit Plan | Defined Benefit Plans | Fixed Income | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Defined benefit plan, target plan asset allocations (as a percent) | 100.00% |
EMPLOYEE BENEFIT PLANS - Schedu
EMPLOYEE BENEFIT PLANS - Schedule of Assumptions Used to Determine Benefit Obligation (Details) | Dec. 31, 2021 | Dec. 31, 2020 |
Defined Benefit Plans | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Discount rate | 2.85% | 2.50% |
OPEB Plans | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Discount rate | 2.85% | 2.45% |
EMPLOYEE BENEFIT PLANS - Sche_2
EMPLOYEE BENEFIT PLANS - Schedule of Assumptions Used to Determine Net Periodic Benefit Cost (Income) (Details) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Defined Benefit Plans | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Discount rate | 2.50% | 3.30% |
Expected return on plan assets | 5.95% | 5.87% |
OPEB Plans | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Discount rate | 2.45% | 3.20% |
EMPLOYEE BENEFIT PLANS - Sche_3
EMPLOYEE BENEFIT PLANS - Schedule of Changes in Projected Benefit Obligation (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Defined Benefit Plans | |||
Defined Benefit Plan, Change in Benefit Obligation [Roll Forward] | |||
Projected benefit obligation – beginning of fiscal year | $ 104,934 | $ 101,148 | |
Service cost | 54 | 46 | $ 42 |
Interest cost | 2,542 | 3,231 | 3,897 |
Benefits paid | (6,641) | (6,883) | |
Actuarial (gains) losses | (3,755) | 7,392 | |
Benefit obligation at end of period | 97,134 | 104,934 | 101,148 |
Accumulated benefit obligation at end of period | 97,134 | 104,934 | |
OPEB Plans | |||
Defined Benefit Plan, Change in Benefit Obligation [Roll Forward] | |||
Projected benefit obligation – beginning of fiscal year | 7,575 | 7,778 | |
Service cost | 17 | 17 | 22 |
Interest cost | 178 | 237 | 262 |
Benefits paid | (985) | (661) | |
Actuarial (gains) losses | (283) | 204 | |
Benefit obligation at end of period | $ 6,502 | $ 7,575 | $ 7,778 |
EMPLOYEE BENEFIT PLANS - Sche_4
EMPLOYEE BENEFIT PLANS - Schedule of Changes in Plan Assets (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Defined Benefit Plan, Change in Benefit Obligation [Roll Forward] | ||
Funded status at end of period | $ (3,279) | $ (15,776) |
Defined Benefit Plans | ||
Defined Benefit Plan, Change in Benefit Obligation [Roll Forward] | ||
Fair value of assets at beginning of period | 94,215 | 86,105 |
Actual return on plan assets | 8,162 | 10,574 |
Company contributions | 3,218 | 4,419 |
Benefits paid | (6,641) | (6,883) |
Fair value of assets at end of period | 98,954 | 94,215 |
Funded status at end of period | 1,820 | (10,719) |
Noncurrent assets | 5,098 | 5,056 |
Current liabilities | 0 | 0 |
Noncurrent liabilities | (3,278) | (15,775) |
Assets (liabilities) recognized in consolidated balance sheets | 1,820 | (10,719) |
OPEB Plans | ||
Defined Benefit Plan, Change in Benefit Obligation [Roll Forward] | ||
Fair value of assets at beginning of period | 0 | |
Actual return on plan assets | 0 | 0 |
Company contributions | 985 | 661 |
Benefits paid | (985) | (661) |
Fair value of assets at end of period | 0 | 0 |
Funded status at end of period | (6,502) | (7,575) |
Noncurrent assets | 0 | 0 |
Current liabilities | (546) | (656) |
Noncurrent liabilities | (5,956) | (6,919) |
Assets (liabilities) recognized in consolidated balance sheets | $ (6,502) | $ (7,575) |
EMPLOYEE BENEFIT PLANS - Sche_5
EMPLOYEE BENEFIT PLANS - Schedule of Changes in Funded Status (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Retirement Benefits [Abstract] | ||
Projected benefit obligations | $ 46,372 | $ 90,267 |
Fair value of plan assets | 43,093 | 74,491 |
Funded status | $ (3,279) | $ (15,776) |
EMPLOYEE BENEFIT PLANS - Sche_6
EMPLOYEE BENEFIT PLANS - Schedule of Weighted Average Assets Allocation by Assets Category (Details) - Defined Benefit Plans | Dec. 31, 2021 | Dec. 31, 2020 |
Defined Benefit Plan Disclosure [Line Items] | ||
Defined Benefit Plan, actual plan asset allocations | 100.00% | 100.00% |
Equity securities | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Defined Benefit Plan, actual plan asset allocations | 31.00% | 60.00% |
Debt securities | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Defined Benefit Plan, actual plan asset allocations | 67.00% | 34.00% |
Real estate | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Defined Benefit Plan, actual plan asset allocations | 2.00% | 6.00% |
EMPLOYEE BENEFIT PLANS - Sche_7
EMPLOYEE BENEFIT PLANS - Schedule of Fair Value of Separate Accounts by Assets Category (Details) - Defined Benefit Plans - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Defined Benefit Plan Disclosure [Line Items] | |||
Plan assets | $ 98,954 | $ 94,215 | $ 86,105 |
Level 1 | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Plan assets | 45,445 | 74,492 | |
Level 2 | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Plan assets | 53,509 | 19,723 | |
Cash and cash equivalents | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Plan assets | 20 | 48 | |
Cash and cash equivalents | Level 1 | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Plan assets | 20 | 48 | |
Cash and cash equivalents | Level 2 | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Plan assets | 0 | 0 | |
Growth funds | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Plan assets | 6,649 | 11,677 | |
Growth funds | Level 1 | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Plan assets | 6,649 | 11,677 | |
Growth funds | Level 2 | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Plan assets | 0 | 0 | |
Real estate funds | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Plan assets | 2,072 | 5,966 | |
Real estate funds | Level 1 | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Plan assets | 2,072 | 5,966 | |
Real estate funds | Level 2 | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Plan assets | 0 | 0 | |
Equity income funds | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Plan assets | 6,197 | 9,031 | |
Equity income funds | Level 1 | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Plan assets | 6,197 | 9,031 | |
Equity income funds | Level 2 | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Plan assets | 0 | 0 | |
Index funds | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Plan assets | 12,642 | 26,364 | |
Index funds | Level 1 | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Plan assets | 12,642 | 26,364 | |
Index funds | Level 2 | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Plan assets | 0 | 0 | |
International equity funds | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Plan assets | 4,883 | 8,844 | |
International equity funds | Level 1 | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Plan assets | 4,883 | 8,844 | |
International equity funds | Level 2 | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Plan assets | 0 | 0 | |
Fixed income funds | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Plan assets | 66,491 | 32,285 | |
Fixed income funds | Level 1 | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Plan assets | 12,982 | 12,562 | |
Fixed income funds | Level 2 | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Plan assets | $ 53,509 | $ 19,723 |
EMPLOYEE BENEFIT PLANS - Sche_8
EMPLOYEE BENEFIT PLANS - Schedule of Net Periodic Benefit Cost (Income) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Defined Benefit Plans | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Service cost | $ 54 | $ 46 | $ 42 |
Interest cost | 2,542 | 3,231 | 3,897 |
Expected return on assets | (5,439) | (4,958) | (4,935) |
Amortization of prior service cost | 65 | 62 | 58 |
Amortization of loss | 416 | 433 | 1,313 |
Net periodic benefit cost (income) | (2,362) | (1,186) | 375 |
OPEB Plans | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Service cost | 17 | 17 | 22 |
Interest cost | 178 | 237 | 262 |
Amortization of loss | 70 | 108 | 0 |
Net periodic benefit cost (income) | $ 265 | $ 362 | $ 284 |
EMPLOYEE BENEFIT PLANS - Sche_9
EMPLOYEE BENEFIT PLANS - Schedule of Amounts in AOCI, Not Yet Recognized (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Defined Benefit Plans | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Unrecognized actuarial loss | $ 5,450 | $ 12,345 |
Unrecognized prior service cost | 0 | 65 |
Total | 5,450 | 12,410 |
OPEB Plans | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Unrecognized actuarial loss | 1,350 | 1,703 |
Unrecognized prior service cost | 0 | 0 |
Total | $ 1,350 | $ 1,703 |
EMPLOYEE BENEFIT PLANS - Sch_10
EMPLOYEE BENEFIT PLANS - Schedule of Change in Plan Assets and Benefit Obligations Recognized in OCI (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Defined Benefit Plans | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Net actuarial loss (gain) | $ (6,479) | $ 1,777 | $ (315) |
Amortization of net actuarial loss | (416) | (433) | (1,313) |
Amortization of prior service cost | (65) | (63) | (58) |
Total recognized in other comprehensive income (loss) | (6,960) | 1,281 | (1,686) |
OPEB Plans | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Net actuarial loss (gain) | (283) | 204 | 1,367 |
Amortization of net actuarial loss | (70) | (108) | 0 |
Total recognized in other comprehensive income (loss) | $ (353) | $ 96 | $ 1,367 |
EMPLOYEE BENEFIT PLANS - Sch_11
EMPLOYEE BENEFIT PLANS - Schedule of Expected Benefit Payments (Details) $ in Thousands | Dec. 31, 2021USD ($) |
Defined Benefit Plans | |
Defined Benefit Plan Disclosure [Line Items] | |
2022 | $ 6,554 |
2023 | 6,522 |
2024 | 6,417 |
2025 | 6,337 |
2026 | 6,268 |
2027 - 2031 | 29,529 |
OPEB Plans | |
Defined Benefit Plan Disclosure [Line Items] | |
2022 | 554 |
2023 | 539 |
2024 | 485 |
2025 | 463 |
2026 | 391 |
2027 - 2031 | $ 1,923 |
SEGMENT INFORMATION - Schedule
SEGMENT INFORMATION - Schedule of Segment Reporting Information by Segment (Details) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021USD ($)segment | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) | |
Segment Reporting Information [Line Items] | |||
Number of reportable segments | segment | 3 | ||
Total net sales | $ 5,583,137 | $ 4,617,369 | $ 4,889,747 |
Income (loss) from operations | 1,137,245 | (266,506) | 214,736 |
Unallocated other expense, net | (235,418) | (210,709) | (225,351) |
Income (loss) before income taxes | 901,827 | (477,215) | (10,615) |
Depreciation and amortization | 292,901 | 284,602 | 263,764 |
Capital expenditures | 114,715 | 81,851 | 121,085 |
Property, plant and equipment, net | 612,295 | 631,821 | |
Total assets | 5,827,460 | 5,478,490 | |
Operating Segments | Windows | |||
Segment Reporting Information [Line Items] | |||
Total net sales | 2,322,277 | 1,889,625 | 1,930,447 |
Income (loss) from operations | 100,725 | (223,646) | 92,538 |
Depreciation and amortization | 134,626 | 121,519 | 94,737 |
Capital expenditures | 49,001 | 22,197 | 43,408 |
Property, plant and equipment, net | 251,627 | 223,206 | |
Total assets | 2,223,098 | 1,717,032 | |
Operating Segments | Siding | |||
Segment Reporting Information [Line Items] | |||
Total net sales | 1,364,080 | 1,141,946 | 1,111,407 |
Income (loss) from operations | 137,772 | (61,930) | 66,273 |
Depreciation and amortization | 116,660 | 113,737 | 121,004 |
Capital expenditures | 33,198 | 28,558 | 22,695 |
Property, plant and equipment, net | 155,346 | 159,761 | |
Total assets | 2,060,275 | 2,123,615 | |
Operating Segments | Commercial | |||
Segment Reporting Information [Line Items] | |||
Total net sales | 1,896,780 | 1,585,798 | 1,847,893 |
Income (loss) from operations | 1,104,335 | 159,586 | 201,073 |
Depreciation and amortization | 36,282 | 45,213 | 44,550 |
Capital expenditures | 16,934 | 26,833 | 51,144 |
Property, plant and equipment, net | 174,440 | 227,391 | |
Total assets | 1,073,264 | 890,380 | |
Corporate | |||
Segment Reporting Information [Line Items] | |||
Income (loss) from operations | (205,587) | (140,516) | (145,148) |
Depreciation and amortization | 5,333 | 4,133 | 3,473 |
Capital expenditures | 15,582 | 4,263 | $ 3,838 |
Property, plant and equipment, net | 30,882 | 21,463 | |
Total assets | $ 470,823 | $ 747,463 |
SEGMENT INFORMATION - Schedul_2
SEGMENT INFORMATION - Schedule of Disclosure on Geographic Areas (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Total sales: | |||
Total net sales | $ 5,583,137 | $ 4,617,369 | $ 4,889,747 |
Long-lived assets: | |||
Total long-lived assets | 3,494,986 | 3,411,154 | |
United States of America | |||
Total sales: | |||
Total net sales | 5,132,085 | 4,304,559 | 4,526,385 |
Long-lived assets: | |||
Total long-lived assets | 3,213,052 | 3,107,027 | |
Canada | |||
Total sales: | |||
Total net sales | 422,867 | 305,780 | 340,250 |
Long-lived assets: | |||
Total long-lived assets | 270,752 | 292,503 | |
Costa Rica | |||
Long-lived assets: | |||
Total long-lived assets | 324 | 189 | |
Mexico | |||
Total sales: | |||
Total net sales | 9,417 | 3,093 | 3,381 |
Long-lived assets: | |||
Total long-lived assets | 10,858 | 11,435 | |
All other | |||
Total sales: | |||
Total net sales | $ 18,768 | $ 3,937 | $ 19,731 |
CONTINGENCIES (Details)
CONTINGENCIES (Details) $ in Millions | Aug. 25, 2021USD ($)defendant | May 19, 2021 | Feb. 10, 2020defendant | Apr. 11, 2019defendant | Dec. 31, 2020USD ($) | Dec. 31, 2021USD ($) | May 31, 2021phase |
Loss Contingencies [Line Items] | |||||||
Public comment period duration | 30 days | ||||||
Number of field sampling phases completed | phase | 2 | ||||||
Recovery From Countervailing Duty Tariff Proceedings | |||||||
Loss Contingencies [Line Items] | |||||||
Amount sought by company | $ 4.1 | ||||||
Countervailing Duty | |||||||
Loss Contingencies [Line Items] | |||||||
Tariff rate for imports | 0.00% | ||||||
Antidumping | |||||||
Loss Contingencies [Line Items] | |||||||
Tariff rate for imports | 8.47% | ||||||
RCRA Facility Investigation | |||||||
Loss Contingencies [Line Items] | |||||||
Liability accrual | $ 4.5 | ||||||
PCE/TCE Northeast Contamination Site | |||||||
Loss Contingencies [Line Items] | |||||||
Liability accrual | 4.4 | ||||||
Aurora Plastics LLC vs. Atrium | |||||||
Loss Contingencies [Line Items] | |||||||
Liability accrual | 3.9 | ||||||
Voigt vs. CD&R case | |||||||
Loss Contingencies [Line Items] | |||||||
Number of defendants | defendant | 8 | 12 | |||||
Number of defendants with charges dismissed | defendant | 4 | ||||||
Litigation settlement amount awarded | $ 100 | ||||||
Percentage of settlement sought for legal expenses | 23.50% | ||||||
Current Liabilities | RCRA Facility Investigation | |||||||
Loss Contingencies [Line Items] | |||||||
Liability accrual | 1 | ||||||
Other long-term liabilities | RCRA Facility Investigation | |||||||
Loss Contingencies [Line Items] | |||||||
Liability accrual | $ 3.5 |