Cover Page
Cover Page - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Jun. 30, 2023 | |
Cover [Abstract] | ||
Document Type | 10-K | |
Document Annual Report | true | |
Document Period End Date | Dec. 31, 2023 | |
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 | |
Entity Well-known Seasoned Issuer | No | |
Entity Voluntary Filers | Yes | |
Entity Current Reporting Status | No | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
ICFR Auditor Attestation Flag | true | |
Document Financial Statement Error Correction Flag | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 0 | |
Documents Incorporated by Reference | None. | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2023 | |
Document Fiscal Period Focus | FY | |
Entity Central Index Key | 0000883902 | |
Entity Public Float | $ 0 |
Audit Information
Audit Information | 12 Months Ended |
Dec. 31, 2023 | |
Audit Information [Abstract] | |
Auditor Firm ID | 248 |
Auditor Name | GRANT THORNTON LLP |
Auditor Location | Raleigh, North Carolina |
CONSOLIDATED STATEMENTS OF (LOS
CONSOLIDATED STATEMENTS OF (LOSS) INCOME - USD ($) shares in Thousands, $ in Thousands | 5 Months Ended | 7 Months Ended | 12 Months Ended | |
Dec. 31, 2022 | Jul. 24, 2022 | Dec. 31, 2023 | Dec. 31, 2021 | |
Income Statement [Abstract] | ||||
Net sales | $ 2,744,148 | $ 3,736,084 | $ 5,402,434 | $ 5,583,137 |
Cost of sales | 2,232,049 | 2,929,699 | 4,197,442 | 4,384,062 |
Gross profit | 512,099 | 806,385 | 1,204,992 | 1,199,075 |
Selling, general and administrative expenses | 429,361 | 562,836 | 954,718 | 893,082 |
Loss (gain) on divestitures | 921 | (401,413) | 10,080 | (831,252) |
Gain on legal settlements | 0 | (76,575) | 0 | 0 |
Income from operations | 81,817 | 721,537 | 240,194 | 1,137,245 |
Interest expense | (157,191) | (101,078) | (380,706) | (191,301) |
Foreign exchange gain (loss) | (4,809) | 686 | 6,768 | (3,749) |
(Loss) gain on extinguishment of debt | 474 | 28,354 | (184) | (42,234) |
Other income, net | 1,140 | 101 | 15,013 | 1,866 |
(Loss) income before income taxes | (78,569) | 649,600 | (118,915) | 901,827 |
Income tax (benefit) expense | (15,073) | 165,814 | (43,390) | 235,968 |
Net (loss) income | (63,496) | 483,786 | (75,525) | 665,859 |
Net loss allocated to participating securities | 0 | (3,575) | 0 | (7,815) |
Net (loss) income applicable to common shares, basic | $ (63,496) | $ 480,211 | $ (75,525) | $ 658,044 |
Income per common share: | ||||
Basic (in USD per share) | $ 3.77 | $ 5.22 | ||
Diluted (in USD per share) | $ 3.73 | $ 5.19 | ||
Weighted average number of common shares outstanding: | ||||
Basic (in shares) | 127,316 | 126,058 | ||
Diluted (in shares) | 128,894 | 126,795 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME - USD ($) $ in Thousands | 5 Months Ended | 7 Months Ended | 12 Months Ended | |
Dec. 31, 2022 | Jul. 24, 2022 | Dec. 31, 2023 | Dec. 31, 2021 | |
Statement of Comprehensive Income [Abstract] | ||||
Net (loss) income | $ (63,496) | $ 483,786 | $ (75,525) | $ 665,859 |
Other comprehensive (loss) income, net of tax: | ||||
Foreign exchange translation (loss) gain | (6,789) | (1,367) | (2,764) | 6,594 |
Unrealized (loss) gain on derivative instruments, net of income tax of $4,314, $(14,837), $(16,432), and $(12,063), respectively | 40,962 | 62,462 | (14,362) | 14,054 |
Amount reclassified from Accumulated other comprehensive (loss) income into earnings | 0 | 16,258 | 0 | 21,164 |
Unrecognized actuarial gains on pension obligation, net of income tax of $39, $58, $—, and $(3,195), respectively | 336 | 0 | 484 | 4,093 |
Changes in retirement related benefit plans | 0 | (1,122) | 0 | 0 |
Other comprehensive (loss) income | 34,509 | 76,231 | (16,642) | 45,905 |
Comprehensive (loss) income | $ (28,987) | $ 560,017 | $ (92,167) | $ 711,764 |
CONSOLIDATED STATEMENTS OF CO_2
CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME (Parenthetical) - USD ($) $ in Thousands | 5 Months Ended | 7 Months Ended | 12 Months Ended | |
Dec. 31, 2022 | Jul. 24, 2022 | Dec. 31, 2023 | Dec. 31, 2021 | |
Statement of Comprehensive Income [Abstract] | ||||
Unrealized gain (loss) on derivative instruments, tax | $ (14,837) | $ (16,432) | $ 4,314 | $ (12,063) |
Unrecognized actuarial gains (loss) on pension obligation, tax | $ 58 | $ 0 | $ 39 | $ (3,195) |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Current assets: | ||
Cash and cash equivalents | $ 468,877 | $ 553,551 |
Accounts receivable, net | 596,621 | 665,936 |
Inventories | 496,839 | 551,828 |
Other current assets | 73,987 | 125,306 |
Total current assets | 1,636,324 | 1,896,621 |
Property, plant and equipment, net | 889,103 | 618,064 |
Lease right-of-use assets | 365,292 | 365,552 |
Goodwill | 1,681,764 | 1,688,548 |
Intangible assets, net | 2,286,068 | 2,519,023 |
Other assets, net | 74,790 | 105,842 |
Total assets | 6,933,341 | 7,193,650 |
Current liabilities: | ||
Current portion of long-term debt | 29,000 | 29,000 |
Current portion of lease liabilities | 64,711 | 61,899 |
Accounts payable | 255,227 | 288,938 |
Accrued income and other taxes | 57,058 | 21,867 |
Employee-related liabilities | 113,081 | 184,187 |
Rebates, warranties and other customer-related liabilities | 151,990 | 157,752 |
Other current liabilities | 129,327 | 149,596 |
Total current liabilities | 800,394 | 893,239 |
Long-term debt | 3,382,550 | 3,366,588 |
Long-term lease liabilities | 287,304 | 302,339 |
Deferred income tax liabilities | 556,935 | 653,745 |
Other long-term liabilities | 261,288 | 248,794 |
Total liabilities | 5,288,471 | 5,464,705 |
Commitments and contingencies (Note 17) | ||
Equity: | ||
Common stock, $0.01 par value, 1,000 shares authorized, issued and outstanding at December 31, 2023; 1,000 shares authorized, 1,000 issued and 1,000 shares outstanding at December 31, 2022 | 0 | 0 |
Additional paid-in capital | 1,766,024 | 1,757,932 |
Accumulated deficit | (139,021) | (63,496) |
Accumulated other comprehensive income | 17,867 | 34,509 |
Total equity | 1,644,870 | 1,728,945 |
Total liabilities and equity | $ 6,933,341 | $ 7,193,650 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Dec. 31, 2023 | Dec. 31, 2022 |
Statement of Financial Position [Abstract] | ||
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common stock, shares authorized (in shares) | 1,000 | 1,000 |
Common stock, shares issued (in shares) | 1,000 | 1,000 |
Common stock, shares outstanding (in shares) | 1,000 | 1,000 |
CONSOLIDATED STATEMENTS OF EQUI
CONSOLIDATED STATEMENTS OF EQUITY - USD ($) $ in Thousands | Total | Common Stock | Additional Paid-In Capital | (Accumulated Deficit) Retained Earnings | Accumulated Other Comprehensive (Loss) Income | Treasury Stock |
Beginning balance (in shares) at Dec. 31, 2020 | 125,425,931 | |||||
Beginning balance at Dec. 31, 2020 | $ 441,805 | $ 1,255 | $ 1,257,262 | $ (764,685) | $ (51,517) | $ (510) |
Beginning balance (in shares) at Dec. 31, 2020 | (25,332) | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Treasury stock purchases (in shares) | (612,011) | |||||
Treasury stock purchases | (9,685) | $ (9,685) | ||||
Retirement of treasury shares (in shares) | (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 | |||||
Stock options exercised | 3,267 | $ 3 | 3,264 | |||
Other comprehensive (loss) income | 45,905 | 45,905 | ||||
Deferred compensation obligation | 0 | (86) | $ 86 | |||
Deferred compensation obligation (in shares) | 4,261 | |||||
Share-based compensation | 29,003 | 29,003 | ||||
Net income (loss) | 665,859 | 665,859 | ||||
Ending balance (in shares) at Dec. 31, 2021 | 126,992,107 | |||||
Ending balance at Dec. 31, 2021 | 1,176,339 | $ 1,270 | 1,279,931 | (98,826) | (5,612) | $ (424) |
Ending balance (in shares) at Dec. 31, 2021 | (21,071) | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Treasury stock purchases (in shares) | (192,773) | |||||
Treasury stock purchases | (4,627) | $ (4,627) | ||||
Retirement of treasury shares (in shares) | (192,773) | (192,773) | ||||
Retirement of treasury shares | 0 | $ (2) | (4,625) | $ 4,627 | ||
Issuance of restricted stock (in shares) | 611,178 | |||||
Issuance of restricted stock | 0 | $ 6 | (6) | |||
Stock options exercised (in shares) | 133,529 | |||||
Stock options exercised | 1,421 | $ 1 | 1,420 | |||
Other comprehensive (loss) income | 76,231 | 76,231 | ||||
Deferred compensation obligation | 0 | (424) | $ 424 | |||
Deferred compensation obligation (in shares) | 21,071 | |||||
Share-based compensation | 17,099 | 17,099 | ||||
Net income (loss) | 483,786 | 483,786 | ||||
Ending balance (in shares) at Jul. 24, 2022 | 127,544,041 | |||||
Ending balance at Jul. 24, 2022 | 1,750,249 | $ 1,275 | 1,293,395 | 384,960 | 70,619 | $ 0 |
Ending balance (in shares) at Jul. 24, 2022 | 0 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Pushdown fair value adjustments | 1,522,432 | 1,978,011 | (384,960) | (70,619) | ||
Payments to public stockholders (in shares) | (65,413,135) | |||||
Payments to public stockholders | (1,612,434) | $ (654) | (1,611,780) | |||
Recapitalization of outstanding common shares (in shares) | (62,129,906) | |||||
Recapitalization of outstanding common shares | 0 | $ (621) | 621 | |||
Contributions from parent | 95,194 | 95,194 | ||||
Ending balance (in shares) at Jul. 25, 2022 | 1,000 | |||||
Ending balance at Jul. 25, 2022 | 1,755,441 | $ 0 | 1,755,441 | 0 | 0 | $ 0 |
Ending balance (in shares) at Jul. 25, 2022 | 0 | |||||
Beginning balance (in shares) at Jul. 24, 2022 | 127,544,041 | |||||
Beginning balance at Jul. 24, 2022 | 1,750,249 | $ 1,275 | 1,293,395 | 384,960 | 70,619 | $ 0 |
Beginning balance (in shares) at Jul. 24, 2022 | 0 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Other comprehensive (loss) income | 34,509 | |||||
Net income (loss) | $ (63,496) | |||||
Ending balance (in shares) at Dec. 31, 2022 | 1,000 | 1,000 | ||||
Ending balance at Dec. 31, 2022 | $ 1,728,945 | $ 0 | 1,757,932 | (63,496) | 34,509 | $ 0 |
Ending balance (in shares) at Dec. 31, 2022 | 0 | |||||
Beginning balance (in shares) at Jul. 25, 2022 | 1,000 | |||||
Beginning balance at Jul. 25, 2022 | 1,755,441 | $ 0 | 1,755,441 | 0 | 0 | $ 0 |
Beginning balance (in shares) at Jul. 25, 2022 | 0 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Other comprehensive (loss) income | 34,509 | 34,509 | ||||
Share-based compensation | 2,323 | 2,323 | ||||
Other | 168 | 168 | ||||
Net income (loss) | $ (63,496) | (63,496) | ||||
Ending balance (in shares) at Dec. 31, 2022 | 1,000 | 1,000 | ||||
Ending balance at Dec. 31, 2022 | $ 1,728,945 | $ 0 | 1,757,932 | (63,496) | 34,509 | $ 0 |
Ending balance (in shares) at Dec. 31, 2022 | 0 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Other comprehensive (loss) income | (16,642) | (16,642) | ||||
Share-based compensation | 8,262 | 8,262 | ||||
Other | (170) | (170) | ||||
Net income (loss) | $ (75,525) | (75,525) | ||||
Ending balance (in shares) at Dec. 31, 2023 | 1,000 | 1,000 | ||||
Ending balance at Dec. 31, 2023 | $ 1,644,870 | $ 0 | $ 1,766,024 | $ (139,021) | $ 17,867 | $ 0 |
Ending balance (in shares) at Dec. 31, 2023 | 0 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 5 Months Ended | 7 Months Ended | 12 Months Ended | |
Dec. 31, 2022 | Jul. 24, 2022 | Dec. 31, 2023 | Dec. 31, 2021 | |
Cash flows from operating activities: | ||||
Net (loss) income | $ (63,496) | $ 483,786 | $ (75,525) | $ 665,859 |
Adjustments to reconcile net (loss) income to net cash from operating activities: | ||||
Depreciation and amortization | 130,153 | 166,177 | 412,597 | 292,901 |
Amortization of debt issuance costs, debt discount and fair values | 38,997 | 19,952 | 91,816 | 28,722 |
Share-based compensation expense | 2,323 | 17,099 | 8,262 | 29,003 |
Non-cash lease expense | 0 | 0 | 6,346 | 3,305 |
Loss (gain) on extinguishment of debt | (474) | (28,354) | 184 | 42,234 |
Unrealized (gain) loss on foreign currency exchange rates | 6,970 | 0 | (2,200) | 0 |
Asset impairments | 0 | 368 | 0 | 22,210 |
Loss (gain) on divestitures | 921 | (401,413) | 10,080 | (831,252) |
Loss (gain) on sale of assets | 398 | (2,670) | 328 | 0 |
Amortization of inventory and other fair value step-ups | 66,400 | 1,238 | 0 | 0 |
Provision for credit losses | 2,053 | 3,811 | 8,195 | 3,604 |
Deferred income taxes | (36,956) | (26,686) | (133,752) | (59,510) |
Changes in operating assets and liabilities, net of effect of acquisitions and divestitures: | ||||
Accounts receivable | 92,590 | (101,937) | 73,476 | (156,066) |
Inventories | 149,748 | (12,956) | 70,347 | (311,242) |
Income taxes | (44,867) | 14,116 | 14,781 | 24,865 |
Prepaid expenses and other | 26,052 | 31,367 | 25,849 | (52,756) |
Accounts payable | (40,102) | 44,446 | (40,489) | 72,260 |
Accrued expenses | (114,098) | 121,871 | (64,605) | 36,944 |
Other, net | (37,565) | 852 | (5,506) | (22,956) |
Net cash provided by (used in) operating activities | 179,047 | 331,067 | 400,184 | (211,875) |
Cash flows from investing activities: | ||||
Acquisitions, net of cash acquired | 0 | 4,252 | (218,450) | (528,250) |
Capital expenditures | (98,008) | (64,848) | (193,935) | (114,715) |
Proceeds from divestitures, net of cash divested | 0 | 510,883 | (10,080) | 1,187,307 |
Proceeds from sale of property, plant and equipment | 12,370 | 6,070 | 596 | 5,124 |
Net cash (used in) provided by investing activities | (85,638) | 456,357 | (421,869) | 549,466 |
Cash flows from financing activities: | ||||
Proceeds from credit facilities | 0 | 0 | 0 | 190,000 |
Payments on credit facilities | 0 | 0 | 0 | (190,000) |
Proceeds from term loans | 300,000 | 0 | 0 | 108,438 |
Payments on term loans | (13,000) | (13,000) | (29,000) | (25,905) |
Payments to public stockholders | (1,612,434) | 0 | 0 | 0 |
Proceeds from senior notes | 710,000 | 0 | 0 | 0 |
Repurchases of senior notes | (23,180) | (70,560) | (33,885) | (670,800) |
Payments of financing costs | (84,686) | 0 | 0 | (13,187) |
Contributions from Parent, net | 95,194 | 0 | 0 | 0 |
Payments on derivative financing obligations | 0 | (7,321) | 0 | (9,377) |
Other | 165 | (3,206) | 0 | (6,418) |
Net cash (used in) provided by financing activities | (627,941) | (94,087) | (62,885) | (617,249) |
Effect of exchange rate changes on cash and cash equivalents | 304 | (5) | (104) | (150) |
Net (decrease) increase in cash and cash equivalents | (534,228) | 693,332 | (84,674) | (279,808) |
Cash and cash equivalents at beginning of period | 1,087,779 | 394,447 | 553,551 | 674,255 |
Cash and cash equivalents at end of period | $ 553,551 | $ 1,087,779 | $ 468,877 | $ 394,447 |
Basis of Presentation
Basis of Presentation | 12 Months Ended |
Dec. 31, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation | Basis of Presentation Description of Business Cornerstone Building Brands, Inc. (“Cornerstone Building Brands” or, collectively with its subsidiaries, unless the context requires otherwise, the “Company”) is a holding company incorporated in Delaware. The Company is a leading exterior building products manufacturer by sales in North America and serves residential and commercial customers across new construction and the repair and remodel end markets. The Company is organized in three reportable segments: Aperture Solutions, Surface Solutions and Shelter Solutions. Organization and Ownership Structure On July 25, 2022 and pursuant to an Agreement and Plan of Merger dated March 5, 2022 (the “Merger Agreement”) by and among the Company, Camelot Return Intermediate Holdings, LLC (“Camelot Parent”) and Camelot Return Merger Sub, Inc. (“Merger Sub”), investment funds managed by Clayton, Dubilier and Rice, LLC (“CD&R”) became the indirect owners of all the issued and outstanding shares of common stock of Cornerstone Building Brands. Pursuant to the Merger Agreement, Merger Sub merged with and into the Company (the “Merger”), with the Company surviving the Merger as a subsidiary of Camelot Parent (the “Surviving Corporation”). At the effective time of the Merger (the “Effective Time”), the Company became a privately held company and its shares were no longer traded on the New York Stock Exchange. At the Effective Time, in accordance with the terms and conditions set forth in the Merger Agreement, each share of Company common stock outstanding immediately prior to the Effective Time of the Merger (other than (i) shares of Company common stock that were cancelled or converted into shares of common stock of the Surviving Corporation in accordance with the Merger Agreement and (ii) shares of Company common stock held by stockholders of the Company (other than CD&R, certain investment funds managed by CD&R and other affiliates of CD&R that held shares of Company common stock) who did not vote in favor of the Merger Agreement or the Merger and who have perfected and not withdrawn a demand for appraisal rights pursuant to Section 262 of the General Corporation Law of the State of Delaware), was converted into the right to receive cash in an amount equal to $24.65 in cash per share, without interest and subject to any required withholding taxes. On July 25, 2022, the Company amended its Certificate of Incorporation to authorize 1,000 shares of common stock, par value of $0.01. Each share of common stock will have one vote and all shares of common stock vote together as a single class. Basis of Presentation The accompanying consolidated financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). The accompanying Consolidated Financial Statements include the accounts and operations of the Company and its majority-owned subsidiaries and all adjustments (consisting of normal recurring adjustments) that the Company considered necessary to present a fair statement of its results of operations, financial position and cash flows. All intercompany accounts and transactions have been eliminated in consolidation. Through application of pushdown accounting, the Company’s Consolidated Financial Statements are presented as Predecessor for periods prior to the Merger and Successor for subsequent periods. The Company has reclassified certain amounts in prior years’ Consolidated Statement of Cash Flows to conform to the current year’s presentation. All references herein for the years “2023,” “2022,” and “2021” represent the years ended December 31, 2023, December 31, 2022 and December 31, 2021. During the fourth quarter of 2022, the Company identified an error in its Consolidated Statement of Cash Flows for the period from January 1, 2022 through July 24, 2022 related to the classification of certain outstanding checks that were originally classified as accounts payable instead of a reduction to cash and cash equivalents. This error was deemed immaterial to the Company’s Consolidated Financial Statements. The impacts of correcting the Company’s Consolidated Statement of Cash Flow are as follows: January 1, 2022 through July 24, 2022 Consolidated Statement of Cash Flow As Reported Adjustment Revised Changes in operating assets and liabilities, net of effect of acquisitions and divestitures — Accounts payable $ 64,044 (19,598) $ 44,446 Net cash provided by operating activities $ 350,665 (19,598) $ 331,067 Net increase in cash, cash equivalents and restricted cash $ 712,930 (19,598) $ 693,332 Cash and cash equivalents at end of period $ 1,109,588 (21,809) $ 1,087,779 |
Significant Accounting Policies
Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies | Significant Accounting Policies Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, net sales and expenses, and related disclosures of contingent assets and liabilities in the Consolidated Financial Statements and accompanying notes. These estimates include, but are not limited to: establishing the allowance for expected credit losses; allowance for obsolete inventory; the impairment of goodwill and intangible assets; establishing useful lives for and evaluating the recovery of long-lived assets; recognizing the fair value of assets acquired and liabilities assumed in business combinations; determining the fair value of contingent considerations, accounting for rebates and product warranties; the valuation and expensing for share-based compensation; certain assumptions made in accounting for pension benefits; accounting for contingencies and uncertainties and accounting for income taxes. Actual results may differ from the estimates used in preparing the Consolidated Financial Statements. Cash, Cash Equivalents Cash and cash equivalents mainly consist of highly liquid, unrestricted savings, checking, money market funds with maturities of less than three months and other bank accounts. The following table sets forth the components of cash and cash equivalents: Successor December 31, 2023 December 31, 2022 Cash $ 228,975 $ 553,551 Money market funds (Level 1 securities) 239,902 — Total cash and cash equivalents $ 468,877 $ 553,551 Accounts Receivable, Net The Company reports accounts receivable net of an allowance for expected credit losses. The Company establishes provisions for expected credit losses based on the Company’s assessment of the collectability of amounts owed to the Company by its customers. Such allowances are included in selling, general and administrative expenses in the Company’s Consolidated Statements of (Loss) Income. In establishing the allowance, 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 its customers. 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 or any legal action taken by the Company has concluded. The following table sets forth the changes in the allowance for credit losses: Year Ended December 31, 2022 Successor Predecessor Year Ended December 31, 2023 July 25, 2022 January 1, 2022 Year Ended December 31, 2021 Beginning balance (1) $ 2,053 $ — $ 11,299 $ 13,313 Provision for expected credit losses 8,195 2,053 3,811 3,604 Amounts charged against allowance for credit losses, net of recoveries (1,595) — 307 (1,729) Allowance for credit losses of acquired company at date of acquisition 972 — 442 269 Divestitures — — (80) (4,158) Ending balance $ 9,625 $ 2,053 $ 15,779 $ 11,299 (1) In connection with the Merger, the beginning balance for Successor period reflects acquisition-related adjustments of $15.8 million. Inventories Inventories are stated at the lower of cost or net realizable value less allowance for obsolete inventory using the first-in, first-out method. The Company reduces its inventory value for estimated obsolete and slow-moving inventory when evidence exists that the net realizable value of inventory is lower than its cost. The Company’s estimate is based upon multiple factors including, but not limited to: (i) historical write-offs and usage, (ii) sales of products at discounted or negative margins, (iii) discontinued products or designs, (iv) specific inventory quantities that are more than estimated future demand and (v) other market conditions. Cost of sales includes the cost of inventory sold during the period, including costs for manufacturing, inbound freight, receiving, inspection, warehousing. Vendor rebates are treated as a reduction to cost of sales in the Company’s Consolidated Statements of (Loss) Income. Property, Plant and Equipment, Net Property, plant and equipment is carried at cost. Depreciation is provided on a straight-line basis, over the estimated useful lives of the assets. Gains or losses resulting from dispositions are included in operating income. Betterments and renewals, which improve and extend the life of an asset, are capitalized; maintenance and repair costs are expensed as incurred. Assets held for use to be disposed of at a future date are depreciated over the remaining useful life. Assets to be sold are written down to fair value less costs to sell at the time the assets are being actively marketed for sale. Depreciation and amortization are recognized in cost of sales or selling, general and administrative expenses based on the nature and use of the underlying assets. Impairment of Long-Lived Assets The Company evaluates long-lived assets for impairment, including, but not limited to, property, plant and equipment and finite-lived intangible assets, when events or changes in circumstances indicate that the carrying value of such assets may not be recoverable or the assets are being held for sale. Upon the occurrence of a triggering event, the asset is reviewed to assess whether the estimated undiscounted cash flows expected from the use of the asset plus the residual value from the ultimate disposal exceeds the carrying value of the asset. If the carrying value exceeds the estimated recoverable amounts, the asset is written down to the estimated fair value and any resulting impairment loss is reflected within other operating costs on the Consolidated Statements of (Loss) Income. The Company recorded impairments relating to its long-lived assets of $— million for 2023, $— million for the period from July 25, 2022 through December 31, 2022, $0.4 million for the period from January 1, 2022 through July 24, 2022, and $22.2 million for 2021. Goodwill Goodwill represents the excess of the purchase price over the fair value of identifiable net assets acquired in business combinations. The Company evaluates goodwill for impairment at least annually and completes its annual review in the fourth quarter. When evaluating goodwill for impairment, the Company estimates the fair value of its reporting units. If the carrying amount of a reporting unit, including goodwill, exceeds the estimated fair value, then the excess is charged to earnings as an impairment loss. Significant judgment is required in estimating the fair value of the reporting unit and performing goodwill impairment tests. The determination of fair value incorporates significant unobservable inputs. The Company records goodwill adjustments for changes to the purchase price allocation prior to the end of the measurement period, which is not to exceed one year from the acquisition date. The Company did not recognize any impairments of goodwill for any of the periods presented. We have five operating segments, defined as “U.S. Aperture Solutions,” “Canadian Aperture Solutions,” “U.S. Surface Solutions,” “Canadian Surface Solutions,” and “Shelter Solutions.” As each operating segment represents a reporting unit, goodwill is assigned to each reporting unit. Product Warranties The Company offers a number of warranties associated with the products it sells. 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. The Company accrues for the estimated cost of product warranty at the time of sale based on historical experience, expectations regarding future costs to be incurred and information provided by third party actuarial estimates. Warranty costs are included within cost of goods sold. Leases The Company has leases for certain manufacturing sites; warehouse and distribution locations; offices; and vehicles and equipment. 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. The Company’s 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. 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 (Loss) Income 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 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. Long-term Debt Discounts, Issuance Costs and Fair Value Adjustments Unamortized discounts, debt issuance costs and fair value adjustments incurred relating to long-term debt are amortized over the term of the related financing using the effective interest method. 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, the Company is 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 the Company’s products. Revenue is generally recognized when the product has shipped from the Company’s facility and control has transferred to the customer. 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. The Company’s net sales are adjusted for variable consideration, which includes customer volume rebates, prompt payment discounts, customer returns and other incentive programs. The Company measures variable consideration by estimating expected outcomes using analysis and inputs based upon anticipated performance, historical data, and current and forecasted information. Measurement of variable consideration is reviewed by management periodically and net sales are adjusted accordingly. The Company does not have significant financing components. The Company recognizes installation revenue, mainly 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 billed to customers are treated as fulfillment costs. Shipping and handling activities performed before a customer obtains control of the product are not treated as a separate performance obligation and are included in net sales at the same point in time the related product revenue is recognized, while shipping and handling costs are expenses as incurred and recorded within in cost of sales in the Company’s Consolidated Statements of (Loss) Income. A portion of the Company’s net sales, exclusively within the Shelter Solutions reportable 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 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 estimated selling price based on normal pricing and discounting practices. For 2023, one customer accounte d for 13.4% of the Company’s net sales. The sales attributed to this customer are included in all three of the Company’s reportable segments. Advertising Costs Advertising costs are expensed as incurred. Advertising expense w as $15.9 million for 2023 , $11.3 million for the period from July 25, 2022 through December 31, 2022, $11.1 million for the period from January 1, 2022 through July 24, 2022 and $16.9 million for 2021. These costs are included in selling, general and administrative expenses on the Consolidated Statements of (Loss) Income. Share-Based Compensation Share-based compensation expense, measured as the fair value of an award on the date of grant. For time-based awards, 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 determined by the Company. The Company accounts for forfeitures of outstanding but unvested awards in the period they occur. Income Taxes Deferred income tax assets and liabilities are measured based on differences between the financial statement basis and income tax basis of assets and liabilities using estimated income tax rates expected to be in effect for the year in which the differences are expected to reverse. Changes in deferred income tax assets and liabilities attributable to changes in enacted income tax rates are charged or credited to income tax expense. Valuation allowances are established when necessary to reduce deferred income tax assets to the amount that is more-likely-than-not to be realized. The Company assesses its income tax positions and records tax benefits based upon management’s evaluation of the facts, circumstances, and information available at the reporting date. The Company recognizes tax benefits from uncertain tax positions only if it is more-likely-than-not that the tax position will be sustained on examination by the taxing authorities, based on technical merits of the positions. The tax benefits recognized from such a position are measured based on the largest benefit that is more-likely-than-not to be realized upon ultimate settlement. Fair Value Measurements The carrying amounts of cash and cash equivalents, restricted cash, accounts receivable and accounts payable approximate fair value as of December 31, 2023 and 2022 given the instruments relatively short maturities. The carrying amounts of the indebtedness under revolving credit facilities approximate fair value as the interest rates are variable and reflective of market rates. Fair values for our other debt instruments are measured using Level 1 and Level 2 inputs. U.S. GAAP 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. Foreign Currency Remeasurement and Translation Gains (losses) arising from transactions denominated in a currency other the functional currency of the entity that is party to the transaction are included in net (loss) income on the Company’s Consolidated Statements of (Loss) Income, including the remeasurement of foreign denominated intercompany loans at current exchange rates. The Company’s reporting currency is the United States (“U.S.”) dollar while the functional currency of the Company’s significant non-U.S. subsidiaries 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 equity. Contingencies The Company’s contingent liabilities are related primarily to litigation and environmental matters and are based upon assumptions and estimates regarding the probable outcome of the matter. The Company records 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). The Company records loss contingencies and unasserted claims when it believes a loss is probable and the amount of the loss can be reasonably estimated. The ultimate losses incurred upon final resolution of loss contingencies may differ materially from the estimated liability recorded at any particular balance sheet date. Changes in estimates are recorded in the Consolidated Statements of (Loss) Income in the period in which such changes occur. Recent Accounting Pronouncements In March 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting (“Topic 848”), 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 the London Interbank Offered Rate (“LIBOR”) or another reference rate expected to be discontinued because of rate reform. In December 2022, the FASB issued ASU 2022-06, Reference Rate Reform (Topic 848), Deferral of the Sunset Date of Topic 848 , that deferred the sunset date of Topic 848 to December 2024, after which entities will no longer be permitted to apply the relief in Topic 848. During the second quarter of 2023, as the Company transitioned from LIBOR to alternative reference rates, the Company adopted Topic 848 which did not have a material impact on its Condensed Consolidated Financial Statements or accompanying notes. In November 2023, the FASB issued ASU No. 2023-07, Improvements to Reportable Segment Disclosures (Topic 280) . This ASU updates reportable segment disclosure requirements by requiring disclosures of significant reportable segment expenses that are regularly provided to the Chief Decision Maker (“CODM”) and included within each reported measure of a segment’s profit or loss. This ASU also requires disclosure of the title and position of the individual identified as the CODM and an explanation of how the CODM uses the reported measures of a segment’s profit or loss in assessing segment performance and deciding how to allocate resources. The ASU is effective for annual periods beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. Adoption of the ASU should be applied retrospectively to all prior periods presented in the financial statements. Early adoption is also permitted. The ASU will likely result in us including the additional required disclosures when adopted. We are currently evaluating the provisions of this ASU and expect to adopt them for the year ending December 31, 2024. In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures , which establishes new income tax disclosure requirements in addition to modifying and eliminating certain existing requirements. The new guidance requires consistent categorization and greater disaggregation of information in the rate reconciliation, as well as further disaggregation of income taxes paid. This change is effective for annual periods beginning after December 15, 2024. Prospective application is required, with retrospective application permitted. The Company is currently evaluating the effect the updated guidance will have on its financial statement disclosures. |
Mergers, Acquisitions and Dives
Mergers, Acquisitions and Divestitures | 12 Months Ended |
Dec. 31, 2023 | |
Business Combination and Asset Acquisition [Abstract] | |
Mergers, Acquisitions and Divestitures | Mergers, Acquisitions and Divestitures CD&R Merger Transaction On July 25, 2022 , Merger Sub merged with and into the Company, with the Company surviving the merger as a subsidiary of Camelot Parent. CD&R previously held 61.9 million shares of the Company immediately prior to the Merger. As a result of the Merger, CD&R became the indirect owners of all of the issued and outstanding shares of Company common stock that CD&R did not already own. The Merger was accounted for as a business combination. The purchase price was allocated to the assets acquired and liabilities assumed based on the estimated fair market value at the date of the Merger. The Merger was funded in part with proceeds from the following issuances: • $300.0 million aggregate principal amount term loan facility, due August 2028; • $710.0 million of 8.750% Senior Secured Notes due August 2028; • $564.4 million of cash from the Company; • $464.4 million aggregate principal amount of 2.99% senior payment-in-kind notes due 2029 that were issued and are held by Camelot Return Parent, LLC (“Camelot Return Parent”), an indirect parent of Company; and • $195.0 million from preferred shares of Camelot Return Parent. Neither the Company nor any of its subsidiaries is a guarantor of or is obligated to make any payments related to the 2.99% senior payment-in-kind notes due 2029 held by Camelot Return Parent. The calculation of the total consideration paid follows: Consideration Common shares purchased 65,613,349 Common share closing price $ 24.65 Merger consideration, common shares purchased $ 1,617,369 Effective settlement of pre-existing relationships (1) 128,721 Total Merger consideration 1,746,090 Fair value of common shares previously held by CD&R and other adjustments (2) 1,526,591 Total equity value $ 3,272,681 (1) Consists mainly of employee share-based compensation awards that were outstanding at that time the Merger was consummated. (2) Consists of 61.9 million common shares, with shares rolled over or acquired by Camelot Parent. The following table summarizes the fair value of net assets acquired: Fair Value Merger consideration $ 1,746,090 Fair value of common shares previously held by CD&R and other adjustments 1,526,591 Total equity value $ 3,272,681 Cash and cash equivalent $ 1,087,586 Accounts receivable 793,858 Inventories 767,460 Property, plant and equipment 873,167 Lease right-of-use assets 275,050 Goodwill 1,599,327 Intangible assets 2,436,000 Other assets 119,920 Total assets acquired 7,952,368 Accounts payable 329,896 Accrued liabilities 634,915 Long-term debt 2,467,210 Lease liabilities 252,262 Deferred income tax liabilities 706,768 Other liabilities 288,636 Total liabilities assumed 4,679,687 Net assets acquired $ 3,272,681 During July 2023, the Company completed measurement period adjustments, which were mainly composed of a $291.5 million increase to property, plant and equipment and a $174.7 million decrease to intangible assets. The effect of measurement period adjustments on the estimated fair value elements were reflected as if the adjustments had been made as of the date of the Merger, including a $66.5 million cumulative catch-up to depreciation and amortization expense recorded during the three months ended July 1, 2023 resulting from the update in the fair market value of property, plant and equipment and intangible assets. The table below presents the Consolidated Statements of (Loss) Income line items impacted by the aforementioned adjustments for previously reported periods. Increase / (Decrease) due to Depreciation and Amortization Consolidated Statements of (Loss) Income Line Item July 25, 2022 Three Months Ended Cumulative Catch-Up Recorded Cost of sales $ 38,852 $ 26,303 $ 65,155 Gross profit $ (38,852) $ (26,303) $ (65,155) Selling, general and administrative expenses $ (1,632) $ 2,963 $ 1,331 Income (loss) from operations $ (37,220) $ (29,266) $ (66,486) As part of pushdown accounting, the Company recorded goodwill to the reporting units expected to benefit from the business combination. The goodwill is mainly attributable to costs savings in manufacturing productivity; freight and logistics; procurement; and other operating costs, as well as operational improvements in recent acquisitions to be achieved subsequent to the Merger. The goodwill recorded is not deductible for income tax purposes. The following table sets forth the allocation of goodwill by the Company’s reportable segments as of the date of the Merger: Aperture Solutions Surface Solutions Shelter Solutions Total Goodwill $ 714,394 $ 681,822 $ 203,111 $ 1,599,327 The Company identified intangible assets for customer lists and relationships and trademarks, trade names and other. Intangible assets are amortized on a straight-line basis over their expected useful lives. The fair value and weighted average estimated useful life of identifiable intangible assets consists of the following: Fair Value Weighted Average Useful Life Customer lists and relationships $ 1,816,000 17 Trademarks, trade names and other 620,000 15 Total $ 2,436,000 The Company incurred transaction costs of $29.4 million associated with the Merger, of which $0.7 million was recognized in the period from July 25, 2022 through December 31, 2022 and $28.7 million was recognized in the period from January 1, 2022 through July 24, 2022. These costs are included in selling, general and administrative expenses on the Consolidated Statements of (Loss) Income. Unaudited Pro Forma Financial Information Had the Merger occurred at the beginning of 2020, unaudited pro forma net sales and net income for the period from January 1, 2022 through July 24, 2022, 2021 and 2020 would not have been materially different than the amounts reported as the pro forma adjustments would primarily reflect the amortization of intangibles and depreciation of property, plant and equipment that received a step up in basis and the cost to finance the transaction, net of the related tax effects. The unaudited supplemental pro forma financial information would not give effect to the potential impact of current financial conditions, operating efficiencies or cost savings that may result from the Merger or any integration costs. Unaudited pro forma balances would not necessarily be indicative of operating results had the Merger occurred on January 1, 2020 or of future results. Acquisitions In August 2023, the Company completed the acquisition of M.A.C. Métal Architectural Inc. (“MAC Metal”), which became an indirect wholly-owned subsidiary of the Company. Headquartered in Saint-Hubert, Quebec, MAC Metal serves the North American residential and commercial markets with high-end steel siding and roofing products. MAC Metal will be included in the Company’s Surface Solutions reportable segment . In December 2023, the Company completed the acquisition of the Eastern Architectural Systems (“EAS”) business, whose operations are included in the Company’s Aperture Solutions reportable segment. EAS is based in Ft. Myers, Florida, and manufactures custom-made aluminum and vinyl impact windows and doors. The total purchase price for these acquisitions was $234.9 million comprised of upfront cash payments of $217.7 million and earn-out contingent consideration of $16.8 million related to the MAC Metal transaction. The transactions are subject to a final working capital adjustment. The earn-out is payable over two consecutive twelve-month periods, with the first period starting in the month following the close of the applicable acquisition and payments are based upon achieving certain adjusted EBITDA-based metrics, as defined in the purchase agreement. The purchase price of these acquisitions was provisionally allocated to the assets acquired and liabilities assumed, which related primarily to inventory of $15.8 million, property, plant and equipment of $22.0 million, goodwill of $91.8 million, intangible assets such as, customer lists and trademarks, of $75.8 million and $34.3 million, contingent consideration of $16.8 million and noncurrent deferred income tax liabilities of $12.9 million. The estimated fair-value of the contingent consideration is recognized in other long-term liabilities on the Company’s Consolidated Balance Sheet. Union Corrugating Company Holdings, Inc. In December 2021, the Company acquired the issued and outstanding common stock of Union Corrugating Company Holdings, Inc. (“UCC”) for a purchase price of $214.2 million, including a post-closing adjustment of $2.6 million that was finalized in the first quarter of 2022. 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 Company’s Consolidated Balance Sheet. The Company reports UCC results within the Shelter Solutions reportable segment. The following table summarizes the final fair value of net assets acquired: Fair Value Cash $ 19,594 Accounts receivable 20,515 Inventories 66,420 Property, plant and equipment 24,184 Lease right of use assets 37,964 Trade name and customer relationship intangibles 97,560 Goodwill 63,933 Other assets 1,466 Total assets acquired 331,636 Accounts payable and other liabilities assumed 57,163 Lease liabilities 37,964 Deferred income taxes 22,310 Total liabilities assumed 117,437 Net assets acquired $ 214,199 The $63.9 million of goodwill was allocated to the Shelter Solutions reportable segment. Goodwill from this acquisition is not deductible for tax purposes. The goodwill is primarily attributable to the synergies expected to be realized. Cascade Windows In August 2021, the Company completed its acquisition of Cascade Windows, Inc. (“Cascade Windo ws”) for $237.7 million in cash, including a post-closing adjustment of $1.8 million that was finalized in the first quarter of 2022 . 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 U.S., expanding our manufacturing capabilities and creating new opportunities for us in the Western U.S. This acquisition was funded through cash available on the Company’s Consolidated Balance Sheet. The Company reports Cascade Windows’ results within the Aperture Solutions reportable segment. The following table summarizes the final fair value of net assets acquired: Fair Value Cash $ 2,838 Accounts receivable 16,956 Inventories 15,392 Property, plant and equipment 18,300 Lease right of use assets 21,849 Trade name and customer relationship intangibles 137,660 Goodwill 110,417 Other assets 2,556 Total assets acquired 325,968 Accounts payable and other liabilities assumed 34,861 Lease liabilities 20,173 Deferred income taxes 33,221 Total liabilities assumed 88,255 Net assets acquired $ 237,713 The $110.4 million of goodwill was allocated to the Aperture Solutions reportable segment and is not deductible for tax purposes. The goodwill is primarily attributable to the synergies expected to be realized. Prime Windows In April 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 U.S., expanding our manufacturing capabilities and creating new opportunities for us in the Western U.S. This acquisition was funded through borrowings under the Company’s existing credit facilities. Prime Windows’ results are reported within the Aperture Solutions reportable segment. The following table summarizes the final fair value of net assets acquired: Fair Value 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 Trade name and customer relationship intangibles 51,600 Goodwill 33,148 Other assets 50 Total assets acquired 101,851 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 Divestitures Coil Coatings In June 2022, the Company completed the sale of the coil coatings business to BlueScope Steel Limited for initial cash proceeds of $500.0 million, subject to working capital and other customary adjustments. In connection with the transaction, the Company entered into long-term supply agreements to secure a continued supply of light gauge coil coating and painted hot roll steel. For the period from January 1, 2022 through July 24, 2022, the Company recognized a pre-tax gain of $394.2 million for the coil coatings divestiture, which is included in gain on divestitures in the Consolidated Statements of (Loss) Income. The Company incurred $9.6 million of divestiture-related costs for the period from January 1, 2022 through July 24, 2022, which are recorded in selling, general and administrative expenses in the Company’s Consolidated Statements of (Loss) Income. During 2023, the Company recorded $10.1 million in expense resulting from a settlement to finalize working capital. The divested business did not represent a strategic shift that has a major effect on our operations and financial results, and, as such, it was not presented as discontinued operations. The coil coatings business results prior to the sale are reported within the Shelter Solutions reportable segment. IMP and DBCI Businesses In August 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 Shelter Solutions reportable 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 (Loss) Income. 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 $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 (Loss) Income. During the period from January 1, 2022 through July 24, 2022, the Company received additional cash proceeds of $7.2 million as a settlement of working capital related to the 2021 sale of the IMP business. These proceeds were recognized in gain on divestitures in the Consolidated Statements of (Loss) Income. 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. |
Inventories
Inventories | 12 Months Ended |
Dec. 31, 2023 | |
Inventory Disclosure [Abstract] | |
Inventories | Inventories The following table sets forth the components of inventories: Successor December 31, 2023 December 31, 2022 Raw materials $ 291,093 $ 312,380 Work in process 59,336 67,424 Finished goods 146,410 172,024 Total inventories $ 496,839 $ 551,828 The following table sets forth the changes to the allowance for obsolete inventory: Year Ended December 31, 2022 Successor Predecessor Year Ended December 31, 2023 July 25, 2022 January 1, 2022 Year Ended December 31, 2021 Beginning balance (1) $ 2,227 $ — $ 21,281 $ 22,172 Provisions 1,890 3,805 7,197 5,155 Dispositions (3,970) (1,578) (2,335) (6,029) Other 227 — 3,417 (17) Ending balance $ 374 $ 2,227 $ 29,560 $ 21,281 (1) In connection with the Merger, the beginning balance for the Successor period reflects acquisition-related adjustments of $29.6 million. |
Property, Plant and Equipment,
Property, Plant and Equipment, Net | 12 Months Ended |
Dec. 31, 2023 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment, Net | Property, Plant and Equipment, Net The following sets forth the components of property, plant and equipment, net: Range of Useful Lives Successor December 31, 2023 December 31, 2022 Land $ 58,690 $ 16,970 Buildings and improvements 10 – 40 270,752 111,296 Machinery and equipment 10 – 15 856,140 526,764 1,185,582 655,030 Less: accumulated depreciation and amortization (296,479) (36,966) Total property, plant and equipment, net $ 889,103 $ 618,064 Depreciation and amortization expense related to property, plant and equipment was $241.3 million for 2023, $44.7 million for the period from July 25, 2022 through December 31, 2022, $56.7 million for the period from January 1, 2022 through July 24, 2022 and $103.0 million for 2021. |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 12 Months Ended |
Dec. 31, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets | Goodwill and Intangible Assets Goodwill The following table sets forth the changes in the carrying amount of goodwill by reportable segment: Aperture Solutions Surface Solutions Shelter Total Balance, December 31, 2021 (Predecessor) $ 541,196 $ 655,098 $ 161,762 $ 1,358,056 Currency translation (750) (561) — (1,311) Measurement period adjustments (366) (10) (97,474) (97,850) Balance, July 24, 2022 (Predecessor) $ 540,080 $ 654,527 $ 64,288 $ 1,258,895 Balance, July 25, 2022 (Successor) $ 612,368 $ 763,324 $ 284,796 $ 1,660,488 Measurement period adjustments 14,527 29,288 (10,709) 33,106 Currency translation (2,886) (2,160) — (5,046) Balance, December 31, 2022 (Successor) $ 624,009 790,452 274,087 1,688,548 Go private measurement period adjustments 90,385 (108,630) (70,976) (89,221) Acquisition related measurement period adjustments and other (1) 58,520 27,065 (903) 84,682 Currency translation (1,781) (464) — (2,245) Balance, December 31, 2023 (Successor) $ 771,133 $ 708,423 $ 202,208 $ 1,681,764 (1) Measurement period adjustments have been recorded in conjunction with the acquisition of MAC Metal and EAS during the period. See Note 3 — Mergers and Acquisitions for additional information. Intangible Assets, Net The following table sets forth the major components of intangible assets: Range of Life Weighted Average Amortization Period Remaining (Years) Cost Accumulated Amortization Net Carrying Value As of December 31, 2023: Trademarks, trade names and other 15 14 $ 653,992 $ (59,208) $ 594,784 Customer lists and relationships 3 – 19 16 1,883,757 (192,473) 1,691,284 Total intangible assets $ 2,537,749 $ (251,681) $ 2,286,068 Life Weighted Average Amortization Period Remaining (Years) Cost Accumulated Amortization Net Carrying Value As of December 31, 2022: Trademarks, trade names and other 13 13 $ 522,137 $ (18,332) $ 503,805 Customer lists and relationships 13 13 2,088,548 (73,330) 2,015,218 Total intangible assets $ 2,610,685 $ (91,662) $ 2,519,023 Intangible assets are amortized on a straight-line basis. The following table sets forth the amortization expense related to intangible assets: Year Ended December 31, 2022 Successor Predecessor Year Ended December 31, 2023 July 25, 2022 January 1, 2022 Year Ended December 31, 2021 Amortization expense $ 171,300 $ 85,400 $ 109,500 $ 189,500 The expected amortization expense over the next five years and thereafter for acquired intangible assets recorded as of December 31, 2023 is as follows: Amount 2024 $ 191,053 2025 172,858 2026 147,386 2027 147,386 2028 144,952 Thereafter 1,482,433 Total $ 2,286,068 |
Other Current Liabilities
Other Current Liabilities | 12 Months Ended |
Dec. 31, 2023 | |
Payables and Accruals [Abstract] | |
Other Current Liabilities | Other Current Liabilities The following table sets forth the components of other current liabilities: Successor December 31, 2023 December 31, 2022 Accrued insurance $ 22,190 $ 23,609 Accrued freight 11,687 11,130 Accrued facilities 917 4,687 Professional services 2,000 10,380 Interest rate swaps — 7,000 Accrued interest 50,692 48,595 Other accrued expenses 41,841 44,195 Total other current liabilities $ 129,327 $ 149,596 |
Product Warranties
Product Warranties | 12 Months Ended |
Dec. 31, 2023 | |
Product Warranties Disclosures [Abstract] | |
Product Warranties | Product Warranties The following table sets forth the changes in the carrying amount of product warranties liability: Year Ended December 31, 2022 Successor Predecessor Year Ended December 31, 2023 July 25, 2022 January 1, 2022 Balance, beginning of period (1) $ 202,463 $ 203,011 $ 218,356 Acquisitions 2,721 — 189 Divestitures — — (4,345) Warranties sold 1,385 879 1,052 Revenue recognized (2,458) (1,135) (1,383) Expense 33,245 17,019 26,910 Settlements (43,119) (17,311) (21,311) Balance, end of period $ 194,237 $ 202,463 $ 219,468 Reflected as: Current liabilities – Rebates, warranties and other customer-related liabilities $ 23,029 $ 25,304 $ 26,888 Noncurrent liabilities – Other long-term liabilities 171,208 177,159 192,580 Total product warranty liability $ 194,237 $ 202,463 $ 219,468 (1) In connection with the Merger, the beginning balance for the Successor period reflects acquisition-related adjustments of $16.5 million. |
Leases
Leases | 12 Months Ended |
Dec. 31, 2023 | |
Leases [Abstract] | |
Leases | Leases The following sets forth weighted average information about the Company’s lease portfolio as of December 31, 2023: Weighted-average remaining lease term 7.4 years Weighted-average incremental borrowing rate 10.63 % The following table sets forth components of operating lease costs: Year Ended December 31, 2022 Successor Predecessor Year Ended December 31, 2023 July 25, 2022 January 1, 2022 Year Ended December 31, 2021 Fixed lease costs $ 109,870 $ 35,419 $ 54,910 $ 107,938 Short-term lease costs $ 22,672 $ 19,221 $ 17,051 $ 8,350 Variable lease costs $ 88,974 $ 49,251 $ 54,316 $ 94,296 The following table sets forth cash and non-cash lease activities: Year Ended December 31, 2022 Successor Predecessor Year Ended December 31, 2023 July 25, 2022 January 1, 2022 Year Ended December 31, 2021 Operating cash flows for operating leases $ 98,987 $ 34,104 $ 42,069 $ 91,024 Right-of-use assets obtained in exchange for new operating lease liabilities (1) $ 48,332 $ 277,724 $ 10,601 $ 88,826 (1) For the period July 25, 2022 through December 31, 2022, all leases that existing prior to the Merger were treated as new operating leases. For the year ended December 31, 2023, th e Company renewed and terminated certain existing facility, transportation and equipment leases and received tenant improvement allowances, which resulted in a decrease of the net remeasurement of the existing lease right-of-use assets in the amount of $4.4 million. The following table sets forth future minimum lease payments under non-cancelable leases as of December 31, 2023: Amount 2024 $ 96,379 2025 88,626 2026 81,219 2027 43,643 2028 32,328 Thereafter 182,869 Total future minimum lease payments 525,064 Less: interest 173,049 Present value of future minimum lease payments $ 352,015 |
Long-Term Debt
Long-Term Debt | 12 Months Ended |
Dec. 31, 2023 | |
Debt Disclosure [Abstract] | |
Long-Term Debt | Long-Term Debt The following table sets forth the components of long-term debt: Successor December 31, 2023 December 31, 2022 Effective Interest Rate Principal Outstanding Unamortized Fair Value Adjustment (1) Unamortized Discount and Issuance Costs Carrying Amount Principal Outstanding Unamortized Fair Value Adjustment (1) Unamortized Discount and Issuance Costs Carrying Amount Term loan facility, due April 2028 8.57 % $ 2,528,500 $ (292,442) $ — $ 2,236,058 $ 2,554,500 $ (348,769) $ — $ 2,205,731 Term loan facility, due August 2028 9.69 % 297,000 — (18,370) 278,630 300,000 — (21,538) $ 278,462 6.125% Senior Notes due January 2029 13.73 % 318,699 (87,050) — 231,649 365,541 (111,524) — $ 254,017 8.750% Senior Secured Notes, due August 2028 10.61 % 710,000 — (44,787) 665,213 710,000 — (52,622) $ 657,378 Total long-term debt $ 3,854,199 $ (379,492) $ (63,157) $ 3,411,550 $ 3,930,041 $ (460,293) $ (74,160) $ 3,395,588 Reflected as: Current liabilities - Current portion of long-term debt $ 29,000 $ 29,000 Non-current liabilities - Long-term debt 3,382,550 3,366,588 Total long-term debt $ 3,411,550 $ 3,395,588 Fair value - Senior notes - Level 1 $ 988,702 $ 907,993 Fair value Term loans - Level 2 2,835,596 2,580,000 Total fair value $ 3,824,298 $ 3,487,993 (1) In July 2022, as a result of the pushdown accounting related to the Merger, the carrying values of the term loan facility due April 2028 and the 6.125% senior notes were adjusted to fair value. The following table sets forth the scheduled maturity of our debt: Amount 2024 $ 29,000 2025 29,000 2026 29,000 2027 29,000 2028 3,419,500 2029 318,699 Total $ 3,854,199 Revolving Credit Facilities The following table sets forth the Company’s availability under its credit facilities: Successor December 31, 2023 December 31, 2022 Available Borrowings Letters of Credit and Priority Payables Available Borrowings Letters of Credit and Priority Payables Asset-based lending facility $ 850,000 $ — $ 47,000 $ 850,000 $ — $ 48,000 Cash flow revolver (1) 92,000 — — 115,000 — — First-in-last-out tranche asset-based lending facility 95,000 — — 95,000 — — Total $ 1,037,000 $ — $ 47,000 $ 1,060,000 $ — $ 48,000 (1) Cash flow revolver commitments of $23.0 million matured in April 2023 and $92.0 million will mature in April 2026. Merger Transaction In July 2022, in connection with the Merger, the Company: • Incurred a new $300.0 million aggregate principal amount Side Car Term Loan Facility (as defined below). • Issued $710.0 million 8.750% Senior Secured Notes (as defined below) due August 2028. • Increased the ABL Facility (as defined below) available under the ABL Credit Agreement (as defined below) from $611.0 million to $850.0 million and amended the ABL Credit Agreement to, among other things, extend the maturity of the ABL Facility to July 2027. • Added the ABL FILO Facility (as defined below) of $95.0 million under the ABL Credit Agreement. The ABL FILO Facility terminates in July 2027. The proceeds totaling $1.0 billion, together with other sources, were used to purchase all remaining issued and outstanding shares of Cornerstone Building Brands and related fees to consummate the Merger. Term Loan Facility due April 2028 and Cash Flow Revolver In April 2018, Ply Gem Midco entered into a Cash Flow Agreement (as amended from time to time, the “Cash Flow Credit Agreement”), which provides for (i) a term loan facility (the “Term Loan Facility”) in the aggregate principal amount of $2,600.0 million, issued with a discount of 0.5% and (ii) a cash flow-based revolving credit facility (the “Cash Flow Revolver”) of up to $115.0 million. In connection with the consummation of the Ply Gem merger, the Company and Ply Gem Midco entered into a joinder agreement in which the Company became the Borrower (as defined in the Cash Flow Credit Agreement) under the Term Loan Facility and Cash Flow Revolver (together the “Cash Flow Facilities”). On April 11, 2023, the Company amended the Cash Flow Credit Agreement to replace the adjusted LIBOR rate with the Secured Overnight Financing Rate (“SOFR”) rate. The 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 Term Loan Facility bears annual interest at a floating rate measured by reference to, at the Company’s option, either (i) a Term SOFR rate with a credit spread adjustment of 0.10% (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. Loans outstanding under the Cash Flow Revolver bear annual interest at a floating rate measured by reference to, at the Company’s option, either (i) a Daily Simple SOFR rate or a Term SOFR rate with (only in the case of Term SOFR rate borrowings with an interest period greater than one month) a credit spread adjustment of 0.10% (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 Cash Flow Revolver. Additionally, unused commitments under the 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. Subject to certain exceptions, the Term Loan Facility is subject to mandatory prepayments in an amount equal to: • the net cash proceeds of (i) certain asset sales, (ii) certain debt offerings and (iii) certain insurance recovery and condemnation events; and • 50% of annual excess cash flow (as defined in the 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 2022 under the year 2021 excess cash flow calculation. Both the Term Loan Facility and 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. ABL Facility due July 2027 On April 12, 2018, Ply Gem Midco entered into an ABL Credit Agreement (as amended from time to time, the “ABL Credit Agreement”), which provides for (a) an asset-based revolving credit facility of up to $850.0 million (amended from time to time the “ABL Facility”), a portion of which is (i) available to U.S. borrowers and (ii) available to U.S. and Canadian borrowers. In connection with the consummation of the Ply Gem merger, the Company and Ply Gem Midco entered into a joinder agreement in which the Company became the Parent Borrower (as defined in the ABL Credit Agreement) under the ABL Facility, and (b) a first-in-last-out tranche asset-based revolving credit facility of up to $95.0 million (the “ABL FILO Facility”) available to U.S. borrowers. Borrowing availability under the ABL Facility and the ABL FILO Facility (collectively, the “ABL Facilities”) is determined by a monthly borrowing base collateral calculation that is based on specified percentages of the value of eligible inventory, accounts receivable, less certain allowances and subject to certain other adjustments as set forth in the ABL Credit Agreement. Availability is reduced by issuance of letters of credit as well as any borrowings. Loans outstanding under the ABL Facility bear interest at a floating rate measured by reference to, at the Company’s option, either (i) a term SOFR rate (subject to a SOFR 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 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. Loans outstanding under the ABL FILO Facility bear interest at a floating rate measured by reference to, at the Company’s option, either (i) a term SOFR rate (subject to a SOFR floor of 0.00%) plus an applicable margin ranging from 2.25% to 2.75% per annum depending on the average daily excess availability under the ABL FILO Facility or (ii) an alternate base rate plus an applicable margin ranging from 1.25% to 1.75% per annum depending on the average daily excess availability under the ABL FILO Facility. Additionally, unused commitments under the ABL FILO Facility are subject to a 0.25% per annum fee. Side Car Term Loan Facility due August 2028 On July 25, 2022, the Company entered into a Term Loan Credit Agreement (as amended from time to time, the “Side Car Term Loan Credit Agreement”) which provides for a term loan facility (the “Side Car Term Loan Facility”) in an original aggregate principal amount of $300.0 million. The Side Car Term Loan Credit Agreement will mature on August 1, 2028. Loans outstanding under the Side Car Term Loan Facility bear interest at a floating rate measured by reference to, at the Company’s option, either (i) a term SOFR rate plus 5.625% (subject to a SOFR floor of 0.50%) or (ii) an alternate base rate plus 4.625%. Borrowings under the Side Term Loan Credit Agreement amortize in equal quarterly installments in an amount equal to 1.00% per annum of the principal amount. The Side Car Term Loan Facility may be prepaid at the Company’s option at any time, subject to certain prepayment premiums if prepaid prior to August 1, 2026. 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”). 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. 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 Term Loan Facility, the Cash Flow Revolver, the Side Car Term Loan Facility, the 8.750% Senior Secured Notes (as defined below) and the ABL Facilities, 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 subject to certain prepayment premiums if the 6.125% Senior Notes were to be redeemed prior to September 15, 2025. 8.750% Senior Secured Notes due August 2028 On July 25, 2022, the Company issued $710.0 million in aggregate principal amount of 8.750% Senior Secured Notes due August 2028 (the “8.750% Senior Secured Notes”). The 8.750% Senior Secured Notes bear interest at 8.750% per annum and will mature on August 1, 2028. Interest is payable semi-annually in arrears on January 15 and July 15 of each year. The first interest date was January 15, 2023. The 8.750% Senior Secured Notes are secured senior indebtedness and rank equal in right of payment with all existing and future senior indebtedness, and are senior in right of payment to all existing and future subordinated indebtedness of the Company, including the 6.125% Senior Notes. The Company may redeem the 8.750% Senior Secured Notes in whole or in part at any time subject to certain prepayment premiums if the 8.750% Senior Secured Notes were to be redeemed prior to August 1, 2026. Repurchase of 6.125% Senior Notes The Company repurchased an aggregate principal amount of $46.8 million for $33.9 million in cash during the year ended December 31, 2023 . The repurchases, which resulted in a write-off of associated unamortized debt discount and deferred financing costs, resulted in a loss o f $0.2 million dur ing 2023 were recognized as gain on extinguishment of debt in the Consolidated Statements of (Loss) Income. Other Information The obligations under the Company’s debt agreements are generally guaranteed by each direct and indirect wholly-owned U.S. restricted subsidiary of the Company, subject to certain exceptions. In addition, the obligations of the Canadian borrowers under the ABL Facility are guaranteed by each direct and indirect wholly-owned Canadian restricted subsidiary of the Canadian borrowers, subject to certain exceptions. In addition, the obligations under the Cash Flow Credit Agreement, the ABL Credit Agreement, the Side Car Term Loan Facility and the Company’s various secured notes are guaranteed by Camelot Parent, which guarantee is non-recourse and limited to the equity interests of the Company. The obligations under the Cash Flow Credit Agreement, the ABL Credit Agreement, the Side Car Term Loan Facility and the Company’s various secured notes are also secured by a perfected security interest in substantially all tangible and intangible assets of the Company and each subsidiary guarantor and in the capital stock of the Company, subject to certain exceptions and subject to priority of security interests provided therein. Covenant Compliance The 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 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. The Cash Flow Credit Agreement 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. The Company’s debt agreements contain a number of covenants that, among other things, limit or restrict the ability of the Company and its subsidiaries to incur additional indebtedness; make dividends and other restricted payments; incur additional liens; consolidate, merge, sell or otherwise dispose of all or substantially all assets; make investments; transfer or sell assets; enter into restrictive agreements; change the nature of the business; and enter into certain transactions with affiliates. The Company is in compliance with all of its covenants as of December 31, 2023. Interest Rate Swaps The Company uses certain interest rate swaps to manage a portion of the interest rate risk on its term loans. The following table sets forth the terms of the Company’s interest rate swap agreements: May 2019 Swap (1) April 2021 Swaps Notional amount $ 500,000 $ 1,500,000 Forecasted term loan interest payments being hedged 1-month SOFR 1-month SOFR Fixed rate paid 2.1680 % 2.0038 % Origination date July 12, 2019 April 17, 2023 Maturity date July 12, 2023 April 15, 2026 Fair value at December 31, 2023 - Other assets, net $ — $ 64,704 Fair value at December 31, 2022: Other current assets $ 7,000 $ — Other assets, net $ — $ 95,361 Other current liabilities $ — $ 7,000 Level in fair value hierarchy (2) Level 2 Level 2 (1) The May 2019 swap was de-designated from cash flow hedge accounting in April 2021. (2) Interest rate swaps are based on cash flow hedge contracts that have fixed rate structures and are measured against market-based SOFR 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. |
Employee Benefit Plans
Employee Benefit Plans | 12 Months Ended |
Dec. 31, 2023 | |
Retirement Benefits [Abstract] | |
Employee Benefit Plans | Employee Benefit Plans Defined Benefit Plans The Company has certain defined benefit plans which are frozen with no further increases in benefits for participants may occur as a result of increases in service years or compensation. In connection with the sale of the coil coatings business on June 28, 2022, the Company transferred two defined benefit plans and an other post-employment benefit plan to the purchaser resulting in no further benefit obligation at the time of sale. As of December 31, 2023 the MW Manufacturers, Inc. Retirement Plan and the Ply Gem Group Pension Plan were both merged into the Robertson-Ceco Corporation Master Pension Plan. The merger does not impact (in aggregate) benefits of any participant, associated plan obligations, assets or funded status. The following table sets forth the weighted average actuarial assumptions used to determine benefit obligations: Successor December 31, 2023 December 31, 2022 Discount rate 5.70 % 5.45 % The following table sets forth the weighted average actuarial assumptions used to determine net periodic benefit cost (income): Year Ended December 31, 2022 Successor Predecessor Year Ended December 31, 2023 July 25, 2022 January 1, 2022 Discount rate 5.30 % 4.40 % 2.85 % Expected return on plan assets 5.17 % 5.16 % 4.85 % 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 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, 2023, all of our defined pension plans have projected benefit obligations in excess of the fair value of plan assets. The following table sets forth the changes in the projected benefit obligation, plan assets and funded status, and the amounts recognized on the Consolidated Balance Sheets: Year Ended December 31, 2022 Successor Predecessor Year Ended December 31, 2023 July 25, 2022 January 1, 2022 Change in benefit obligation: Beginning of period $ 63,464 $ 70,676 $ 97,134 Service cost — — 23 Interest cost 2,486 1,254 1,529 Benefits paid (3,360) (2,607) (3,339) Settlements (27,097) — — Actuarial gains (51) (5,859) (13,523) Divestitures — — (11,148) End of period $ 35,442 $ 63,464 $ 70,676 Accumulated benefit obligation at end of period $ 35,442 $ 63,464 $ 70,676 Change in plan assets: Beginning of period $ 56,737 $ 63,627 $ 98,954 Actual return on plan assets 1,335 (4,284) (16,524) Benefits paid (3,360) (2,606) (3,339) Settlements (27,098) — — Divestitures — — (15,464) End of period $ 27,614 $ 56,737 $ 63,627 Funded status at end of period $ (7,828) $ (6,727) $ (7,049) Successor December 31, 2023 December 31, 2022 Amounts recognized on the Consolidated Balance Sheets - Noncurrent liabilities (7,828) (6,727) The following table sets forth the weighted average asset allocations by asset category for the defined benefit plans: Successor Investment type December 31, 2023 December 31, 2022 Equity securities 38 % 38 % Debt securities 59 % 60 % Real estate 3 % 2 % 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. The fair values of the assets of the defined benefit plans at December 31, 2023 and December 31, 2022, by asset category and by levels of fair value were as follows: Successor December 31, 2023 December 31, 2022 Level 1 Level 2 Total Level 1 Level 2 Total Cash and cash equivalents $ 17 $ — $ 17 $ 27 $ — $ 27 Mutual funds: Growth funds 2,195 — 2,195 4,271 — 4,271 Real estate funds 762 — 762 1,395 — 1,395 Equity income funds 1,994 — 1,994 4,217 — 4,217 Index funds 4,440 — 4,440 9,036 — 9,036 International equity funds 1,817 — 1,817 3,795 — 3,795 Fixed income funds 3,314 13,075 16,389 6,680 27,316 33,996 Total $ 14,539 $ 13,075 $ 27,614 $ 29,421 $ 27,316 $ 56,737 The following table sets forth the components of the net periodic benefit income: Year Ended December 31, 2022 Successor Predecessor Year Ended December 31, 2023 July 25, 2022 January 1, 2022 Year Ended December 31, 2021 Service cost $ — $ — $ 23 $ 54 Interest cost 2,486 1,254 1,529 2,542 Expected return on assets (2,100) (1,316) (2,650) (5,439) Amortization of prior service cost — — — 65 Amortization of loss — — 117 416 Net periodic benefit income $ 386 $ (62) $ (981) $ (2,362) The following table sets forth the changes in plan assets and benefit obligation recognized in other comprehensive (loss) income: Year Ended December 31, 2022 Successor Predecessor Year Ended December 31, 2023 July 25, 2022 January 1, 2022 Year Ended December 31, 2021 Net unrecognized actuarial loss (gain) $ 439 $ (278) $ 9,966 $ (6,479) Recognition of net actuarial loss due to settlement (17) — — — Amortization of net actuarial gain (loss) — — 117 (416) Amortization of prior service cost — — — (65) Total recognized in other comprehensive (loss) income $ 422 $ (278) $ 10,083 $ (6,960) We expect to contribute $2.5 million to the Defined Benefit Plans in Fiscal Year Ending 2024. We expect the following benefit payments to be made: Years ending Amount 2024 $ 3,323 2025 3,259 2026 3,202 2027 3,136 2028 3,048 Thereafter 13,960 $ 29,928 Defined Contribution Plan The Company has a 401(k) profit sharing plan that allows participation by all eligible employees. The Company’s contributions vary, but are based primarily on each participant’s level of contributions, which cannot exceed the maximum allowable for income tax purposes. The Company’s contribution expense for matching contributions to the plan was $16.1 million for 2023, $6.6 million for the period from July 25, 2022 through December 31, 2022, $10.2 million for the period from January 1, 2022 through July 24, 2022, and $16.3 million for 2021. |
Share-based Compensation
Share-based Compensation | 12 Months Ended |
Dec. 31, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Share-based Compensation | Share-based Compensation Merger Transaction Prior to July 24, 2022, under its long-term stock incentive plan, the Company had several share-based compensation award types, including stock options, restricted stock units and performance share unit awards (collectively, the “Pre-Merger Awards”). In connection with the Merger, outstanding vested stock option awards were canceled and converted to the right to receive a fixed amount of cash equal to the intrinsic value of the awards and were paid in August 2022. Performance share unit awards (“PSUs”) granted to certain key employees in March 2021 were paid in cash in September 2022 with the applicable total stockholder return metric determined using a per share price equal to the Merger consideration and the EBITDA-based metric determined based on target performance. Resulting from the Merger, unvested awards were cancelled and converted into a contingent contractual right to receive a payment in cash equal to the Merger consideration per award, subject to the same time-based vesting conditions as the original awards, which is typically three As of December 31, 2023, the Company had $27.6 million of employee-related liabilities and $1.2 million of other long-term liabilities on its Consolidated Balance Sheet related to the Pre-Merger Awards that will be settled in cash. For 2023, the Company paid out $97.5 million o f cash to settle Pre-Merger Awards. Incentive Units Post the Merger in 2022 and pursuant to an incentive unit grant agreement, certain participants were granted incentive units in Camelot Return Ultimate, L.P. (the “Partnership”). Each incentive unit represents a conditional right to receive distributions from Camelot Parent in excess of the “participation threshold” of the incentive unit, as set forth in the grant documentation. In 2022, 0.8 million of incentive units were granted with no forfeitures. In 2023, 0.2 million of ince ntive units were granted w ith 0.1 million in forfeitures. The Company will recognize compensation cost for the awards on a straight-line basis over a five-year vesting period based on the fair value of the award at the date of grant. The fair value of each option grant is estimated on the grant date using the Black-Scholes option-pricing model, and the following weighted average assumptions: Successor Year Ended December 31, 2023 July 25, 2022 Underlying price $ 100.00 $ 100.00 Volatility rate 45.2 % 45.5 % Expected term (in years) 6.1 6.1 Risk-free interest rate 4.1 % 4.2 % Upon a sale of the Partnership, vesting of incentive units will accelerate, subject to the participant’s continued employment through the consummation of such sale unless there is non-cash consideration and the incentive units are replaced with awards that have substantially equivalent or better rights. Compensation Expense For the year ended December 31, 2023, the amount of expense recognized from the Pre-Merger Awards was $16.6 million and from the incentive units was $8.3 million. For the period from July 25, 2022 through December 31, 2022, the amount of expense recognized from the Pre-Merger Awards was $21.9 million and from the incentive units was $2.3 million. As of December 31, 2023, the Company estimates that unrecognized expense is expected to be recognized over a weighted-average period of 3.5 years totaling $35.7 million, of which $3.5 million relates to Pre-Merger Awards and $32.2 relates to incentive units. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes The following table sets forth the components of the provision for income taxes: Year Ended December 31, 2022 Successor Predecessor Year Ended December 31, 2023 July 25, 2022 January 1, 2022 Year Ended December 31, 2021 Current: Federal $ 63,036 $ 14,096 $ 148,371 $ 219,379 State 9,692 3,307 38,814 64,509 Foreign 17,634 4,480 5,315 11,590 Total current 90,362 21,883 192,500 295,478 Deferred: Federal (94,580) (31,529) (23,867) (43,980) State (33,605) (5,632) (4,637) (18,363) Foreign (5,567) 205 1,818 2,833 Total deferred (133,752) (36,956) (26,686) (59,510) Total income taxes $ (43,390) $ (15,073) $ 165,814 $ 235,968 The following table sets forth a reconciliation of income tax computed at the U.S. federal statutory tax rate to the effective income tax rate: Year Ended December 31, 2022 Successor Predecessor Year Ended December 31, 2023 July 25, 2022 January 1, 2022 Year Ended December 31, 2021 Federal income tax statutory rate 21.0 % 21.0 % 21.0 % 21.0 % State income taxes, net of federal income tax 6.1 % 3.9 % 4.0 % 3.8 % Non-deductible expenses 0.7 % (1.1) % 0.6 % 0.2 % Foreign tax and other credits 2.3 % 8.9 % (0.2) % (1.6) % Section 1245 recapture (2.1) % — % — % — % Uncertain tax positions 1.3 % — % 0.1 % 0.6 % Compensation related expenses (4.2) % (3.5) % 0.1 % 0.3 % Global intangible low-taxed income — % (8.7) % — % 0.9 % State rate differential (1) 10.9 % — % — % — % Foreign rate differential (2.2) % (1.4) % 0.2 % 0.4 % Other 2.7 % 0.1 % (0.3) % 0.6 % Effective tax rate 36.5 % 19.2 % 25.5 % 26.2 % (1) Related to the Merger transaction and internal restructuring. The net deferred income tax liability consists of the following: Successor December 31, 2023 December 31, 2022 Deferred tax assets: Inventory obsolescence $ 9,215 $ 9,678 Allowance for credit losses 5,170 3,341 Accrued and deferred compensation 13,090 20,942 Accrued insurance liability 12,124 9,268 Net operating loss and tax credit carryover 15,102 27,211 Defined benefit plans 2,232 2,221 Leases 82,929 84,144 Section 163(j) interest 46,274 19,371 Section 174 costs 20,942 7,219 Warranty liabilities 39,860 42,843 Other 28,928 28,903 Total deferred income tax assets 275,866 255,141 Valuation allowance (1,578) (3,158) Net deferred income tax assets 274,288 251,983 Deferred income tax liabilities: Intangible assets (491,948) (573,826) Property-related items (124,826) (90,042) Stock basis (15,197) (12,680) Leases (87,964) (84,203) Debt (82,866) (103,671) Other (24,672) (38,612) Total deferred income tax liabilities (827,473) (903,034) Total deferred income tax liability, net $ (553,185) $ (651,051) The Company carries out its business operations mainly through legal entities in the U.S., Canada and Mexico where we are subject to U.S., state and foreign tax laws. We are subject to income tax audits in multiple jurisdictions. As of December 31, 2023, the $15.1 million net operating loss carryforward included $11.6 million for U.S federal losses, $2.7 million for U.S. state losses, and $0.8 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 2023, if unused. There are limitations on the utilization of certain net operating losses. Valuation allowance The following table sets forth the changes in the valuation allowance on deferred taxes: Year Ended December 31, 2022 Successor Predecessor Year Ended December 31, 2023 July 25, 2022 January 1, 2022 Year Ended December 31, 2021 Beginning balance (1) $ 3,158 $ 3,006 $ 15,634 $ 11,996 Additions (reductions) (1,580) 152 (3,004) 3,638 Ending balance $ 1,578 $ 3,158 $ 12,630 $ 15,634 (1) In connection with the Merger, the beginning balance for the Successor period reflects acquisition-related adjustments of $9.6 million. Uncertain tax positions The following table sets forth the changes in unrecognized tax benefits (excluding interest and penalties): Year Ended December 31, 2022 Successor Predecessor Year Ended December 31, 2023 July 25, 2022 January 1, 2022 Year Ended December 31, 2021 Beginning balance $ 14,756 $ 14,928 $ 14,845 $ 9,403 Additions based on tax positions related to current year 245 232 — 6,037 Additions (reductions) for tax positions of prior years (52) 5 83 15 Reductions resulting from expiration of statute of limitations (2,799) (409) — (610) Ending balance $ 12,150 $ 14,756 $ 14,928 $ 14,845 Despite the Company’s expectation that its tax return positions are consistent with applicable tax laws, the Company understands that certain positions could be challenged by taxing authorities. The Company’s tax liability reflect the difference between the tax benefit claimed on tax returns and the amount recognized in the consolidated financial statements. These allowances 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 allowances 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, 2023, the reserve was $16.8 million, which includes interest and penalties of $4.7 million and is recorded in other long-term liabilities in the accompanying Consolidated Balance Sheets. Of this amount, $12.2 million, if recognized would have an impact on the Company's effective tax rate. Interest and penalties were $1.4 million for 2023, $0.2 million for the period from July 25, 2022 through December 31, 2022, $0.6 million for the period from January 1, 2022 through July 24, 2022, $0.2 million for 2021. The Company has elected to treat interest and penalties on unrecognized tax benefits as income tax expense in its Consolidated Statement of (Loss) Income. The Company anticipates that approximately $10.7 million of unrecognized tax benefits will be reversed during the next twelve months due to lapsing statute of limitations. |
Fair Value of Financial Instrum
Fair Value of Financial Instruments and Fair Value Measurements | 12 Months Ended |
Dec. 31, 2023 | |
Fair Value Disclosures [Abstract] | |
Fair Value of Financial Instruments and Fair Value Measurements | Fair Value of Financial Instruments and Fair Value Measurements The carrying amounts of cash and cash equivalents, restricted cash, trade accounts receivable and accounts payable approximate fair value as of December 31, 2023 and 2022 because of the relatively short maturities of these instruments. The carrying amount of the contingent consideration approximates fair value because it was recorded as of December 31, 2023 during the measurement period. The Company’s has short-term investments in a deferred compensation plan, in which the investment funds are comprised primarily of debt and equity securities, the value of which is recorded at market price. As of December 31, 2023, the fair value of the short-term investments was $1.93 million, of which $1.87 million and $0.06 million were based on Level 1 and Level 2 inputs and is included in other current assets in the Consolidated Balance Sheets. The offsetting deferred compensation liability is included within employee-related liabilities in the Consolidated Balance Sheets. The carrying amounts of the indebtedness under the ABL Facility, ABL FILO Facility, and Cash Flow Revolver approximate fair value as the interest rates are variable and reflective of market rates. The fair values of the term loan facilities were based on recent trading activities of comparable market instruments, which are Level 2 inputs and the fair values of the senior notes were based on quoted prices in active markets for the identical liabilities, which are Level 1 inputs. 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. |
Accumulated Other Comprehensive
Accumulated Other Comprehensive (Loss) Income | 12 Months Ended |
Dec. 31, 2023 | |
Equity [Abstract] | |
Accumulated Other Comprehensive (Loss) Income | Accumulated Other Comprehensive (Loss) Income The following tables set forth the change in accumulated other comprehensive (loss) income attributable to the Company by each component of accumulated other comprehensive (loss) income, net of applicable income taxes: Foreign Currency Translation Adjustment Unrealized (Loss) Gain on Derivative Instruments Unrecognized (Loss) Gain on Retirement Benefits Changes in Retirement Related Benefit Plans from Divestitures Total Accumulated Other Comprehensive (Loss) Income Balance, December 31, 2021 (Predecessor) $ 22,741 $ (23,407) $ (4,946) $ — $ (5,612) Other comprehensive (loss) income (1,367) 78,720 — (1,122) 76,231 Balance, July 24, 2022 (Predecessor) $ 21,374 $ 55,313 $ (4,946) $ (1,122) $ 70,619 Foreign Currency Translation Adjustment Unrealized (Loss) Gain on Derivative Instruments Unrecognized (Loss) Gain on Retirement Benefits Changes in Retirement Related Benefit Plans from Divestitures Total Accumulated Other Comprehensive (Loss) Income Balance, July 25, 2022 (Successor) $ — $ — $ — $ — $ — Other comprehensive (loss) income (6,789) 40,962 336 — 34,509 Balance, December 31, 2022 (Successor) $ (6,789) $ 40,962 $ 336 $ — $ 34,509 Balance, December 31, 2022 (Successor) $ (6,789) $ 40,962 $ 336 $ — $ 34,509 Other comprehensive (loss) income (2,764) (14,362) 484 — (16,642) Balance, December 31, 2023 (Successor) $ (9,553) $ 26,600 $ 820 $ — $ 17,867 |
Reportable Segment and Geograph
Reportable Segment and Geographical Information | 12 Months Ended |
Dec. 31, 2023 | |
Segment Reporting [Abstract] | |
Reportable Segment and Geographical Information | Reportable Segment and Geographical Information Operating segments are defined as components of an enterprise for which discrete financial information is available that is evaluated regularly by the chief operating decision maker (“CODM”) for purposes of allocating resources and evaluating financial performance. Our CODM, the Chief Executive Officer, reviews financial information presented on a consolidated basis, accompanied by information about our five operating segments, for the purposes of allocating resources and evaluating financial performance. The Company is organized in three reportable segments: Aperture Solutions, Surface Solutions and Shelter Solutions, which operate principally in the U.S. with limited operations in Canada. • The Aperture Solutions reportable segment offers a broad line of windows and doors at multiple price-points for residential new construction and repair and remodel end markets in the U.S. and Canada. Its main products include vinyl, aluminum, wood-composite and aluminum clad-wood windows and patio doors, as well as steel, wood-composite, and fiberglass entry doors. • The Surface Solutions reportable segment offers a broad suite of surface solutions products and accessories at multiple price-points for the residential new construction and repair and remodel end markets as well as stone installation services. Its main products include vinyl siding and accessories, cellular polyvinyl chloride trim, vinyl fencing and railing, stone veneer and gutter protection products. • The Shelter Solutions reportable segment designs, engineers, manufactures and distributes extensive lines of metal products for the low-rise commercial construction market under multiple brand names and through a nationwide network of manufacturing plants and distribution centers. The Company defines low-rise commercial construction as building applications of up to five stories. Management monitors the operations results of its reportable segments separately for purposes of making decisions about resources and evaluating performance. Management evaluates performance on the basis of segment earnings before interest, income taxes, depreciation and amortization (“Adjusted reportable segment EBITDA”). Corporate operating expenses are not allocated to reportable segments. Corporate and Other consists specifically of corporate operating expenses that are generally not allocated to reportable segments, related-party management fees, and other items that are not assigned or allocated to reportable segments. Any intercompany net sales or expenses are eliminated in consolidation. The following table sets forth financial data by reportable segments: Year Ended December 31, 2022 Successor Predecessor Year Ended December 31, 2023 July 25, 2022 January 1, 2022 Year Ended December 31, 2021 Net sales: Aperture Solutions $ 2,476,870 $ 1,246,411 $ 1,643,619 $ 2,322,277 Surface Solutions 1,264,173 592,449 839,130 1,364,080 Shelter Solutions 1,661,391 905,288 1,253,335 1,896,780 Total net sales $ 5,402,434 $ 2,744,148 $ 3,736,084 $ 5,583,137 Adjusted reportable segment EBITDA: Aperture Solutions $ 336,095 $ 149,433 $ 202,682 $ 239,491 Surface Solutions 224,561 57,331 143,880 265,671 Shelter Solutions 322,874 177,537 209,156 323,533 Total reportable adjusted segment EBITDA 883,530 384,301 555,718 828,695 Corporate and Other (230,739) (172,331) 331,996 601,451 Depreciation and amortization (412,597) (130,153) (166,177) (292,901) Interest expense (380,706) (157,191) (101,078) (191,301) Foreign exchange (loss) gain 6,768 (4,809) 686 (3,749) Gain (loss) on extinguishment of debt (184) 474 28,354 (42,234) Other income, net 15,013 1,140 101 1,866 Loss (income) before income taxes $ (118,915) $ (78,569) $ 649,600 $ 901,827 Depreciation and amortization: Aperture Solutions $ 179,611 $ 64,348 $ 79,816 $ 134,626 Surface Solutions 88,597 52,621 65,225 116,660 Shelter Solutions 139,481 10,291 18,016 36,282 Corporate 4,908 2,893 3,120 5,333 Total depreciation and amortization expense $ 412,597 $ 130,153 $ 166,177 $ 292,901 Capital expenditures: Aperture Solutions $ 57,327 $ 43,741 $ 22,935 $ 49,001 Surface Solutions 49,926 13,470 17,304 33,198 Shelter Solutions 74,561 28,909 16,153 16,934 Corporate 12,121 11,888 8,456 15,582 Total capital expenditures $ 193,935 $ 98,008 $ 64,848 $ 114,715 Successor December 31, 2023 December 31, 2022 Property, plant and equipment, net: Aperture Solutions $ 327,098 $ 273,709 Surface Solutions 205,338 167,096 Shelter Solutions 345,207 139,382 Corporate 11,460 37,877 Total property, plant and equipment, net $ 889,103 $ 618,064 Total assets: Aperture Solutions $ 2,934,102 $ 2,153,378 Surface Solutions 2,268,443 2,099,244 Shelter Solutions 1,111,679 973,718 Corporate 619,117 1,967,310 Total assets $ 6,933,341 $ 7,193,650 The following table sets forth net sales disaggregated by reportable segment: Year Ended December 31, 2022 Successor Predecessor Year Ended December 31, 2023 July 25, 2022 January 1, 2022 Year Ended December 31, 2021 Aperture Solutions: Vinyl windows $ 2,359,305 $ 1,178,609 $ 1,542,525 $ 2,190,887 Aluminum windows 67,160 37,653 55,078 85,735 Other 50,405 30,149 46,016 45,655 Total $ 2,476,870 $ 1,246,411 $ 1,643,619 $ 2,322,277 Surface Solutions: Vinyl siding $ 611,749 $ 283,298 $ 415,534 $ 667,284 Metal 329,363 136,851 185,097 293,427 Injection molded 58,517 25,153 41,841 75,361 Stone 74,326 42,706 51,904 87,948 Stone veneer installation and other 190,218 104,441 144,754 240,060 Total $ 1,264,173 $ 592,449 $ 839,130 $ 1,364,080 Shelter Solutions: Metal building products $ 1,661,391 $ 905,288 $ 1,140,259 $ 1,473,662 Insulated metal panels — — — 208,220 Metal coil coating — — 113,076 214,898 Total $ 1,661,391 $ 905,288 $ 1,253,335 $ 1,896,780 Total net sales $ 5,402,434 $ 2,744,148 $ 3,736,084 $ 5,583,137 The following tables set forth financial data attributable to various geographic regions: Year Ended December 31, 2022 Successor Predecessor Year Ended December 31, 2023 July 25, 2022 January 1, 2022 Year Ended December 31, 2021 Total net sales: U.S. $ 4,983,912 $ 2,537,101 $ 3,466,127 $ 5,132,085 Canada 415,134 199,466 261,796 422,867 All other 3,388 7,581 8,161 28,185 Total net sales $ 5,402,434 $ 2,744,148 $ 3,736,084 $ 5,583,137 Successor December 31, 2023 December 31, 2022 Long-lived assets: U.S. $ 1,130,197 $ 891,122 Canada 104,960 81,516 All other 19,238 10,978 Total long-lived assets $ 1,254,395 $ 983,616 Net sales are determined based on customers’ requested shipment location. Long-lived assets presented above include property, plant and equipment, net and lease right-of-use assets. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and 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 may 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. 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. 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 impact the Company's current and future operations. The Company believes it is in material compliance with all applicable laws and regulations and has recorded a liability of $8.8 million at December 31, 2023 and $8.8 million at December 31, 2022. Litigation The Company is a party to a variety of legal actions arising out of the normal course of business. Plaintiffs occasionally seek punitive or exemplary damages. The Company is also included in other kinds of legal actions, some of which assert or may assert claims or seek to impose fines or penalties and other costs in substantial amounts and are described below. Stockholder Litigation In November 2018, Gary D. Voigt, an individual common stockholder of Cornerstone Building Brands, file a putative class-action complaint against CD&R, Clayton, Dubilier & Rice Fund VIII, L.P. and certain directors of Cornerstone Building Brands in the Delaware Court of Chancery. In January 2022, the Court approved a Stipulation of Compromise and Settlement setting forth the parties agreement to settle the litigation. The Company received cash settlement proceeds from the defendant’s insurers of $76.5 million in March 2022 and recognized a gain on legal settlements in the Consolidated Statements of (Loss) Income. In January 2023 , purported former stockholders filed two separate complaints challenging the fairness of the CD&R Merger. The complaints are captioned Firefighters’ Pension System of the City of Kansas City, Missouri Trust and Gary D. Voigt v. Affeldt et al., C.A. No. 2023-0091-JTL (Del. Ch.) and Whitebark Value Partners LP and Robert Garfield v. Clayton Dubilier & Rice, LLC et al., C.A. No. 2023-0092-JTL (Del. Ch.). In both complaints, the plaintiffs allege that CD&R and its affiliates controlled the Company prior to the transaction and that certain directors and officers of the Company, as well as CD&R and its affiliates, breached their fiduciary duties and engaged in conduct resulting in a sale of the Cornerstone Building Brands public stockholders’ shares to CD&R at an unfair price. The plaintiffs seek unspecified monetary damages, attorneys’ fees, expenses, and costs. The court consolidated the two cases, and on May 3, 2023, selected Whitebark Value Partners LP as lead plaintiff. On July 14, 2023, the defendants moved to dismiss the operative complaint. The motion to dismiss was denied on January 10, 2024. The Company intends to vigorously defend against these claims. The Company cannot predict with any degree of certainty the outcome of these matters or determine the extent of any potential liabilities. The Company also cannot provide an estimate of the possible loss or range of loss. |
Earnings Per Common Share
Earnings Per Common Share | 12 Months Ended |
Dec. 31, 2023 | |
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: Predecessor January 1, 2022 December 31, 2021 Numerator for Basic and Diluted Earnings Per Common Share - Net income (loss) applicable to common shares $ 480,211 $ 658,044 Denominator for Basic and Diluted Earnings Per Common Share: Weighted average basic number of common shares outstanding 127,316 126,058 Employee stock options 1,578 737 Weighted average diluted number of common shares outstanding 128,894 126,795 Basic earnings (loss) per common share $ 3.77 $ 5.22 Diluted earnings (loss) per common share $ 3.73 $ 5.19 Incentive Plan securities excluded from dilution (1) 30 275 (1) Represents securities not included in the computation of diluted earnings per common share because their effect would have been anti-dilutive. The Company calculates 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 periods presented are included in the computation of diluted earnings per common share if their effect was dilutive. Earnings per common share is not presented for the Successor period as the Company’s common stock is no longer publicly traded either on a stock exchange or in the over-the-counter market. |
Supplemental Cash Flow Informat
Supplemental Cash Flow Information | 12 Months Ended |
Dec. 31, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Supplemental Cash Flow Information | Supplemental Cash Flow Information The following table sets forth supplemental cash flow information and non-cash investing and financing activities : Year Ended December 31, 2022 Successor Predecessor Year Ended December 31, 2023 July 25, 2022 January 1, 2022 Year Ended December 31, 2021 Supplemental cash flow information: Interest paid, net of amounts capitalized $ 287,143 $ 73,726 $ 103,074 $ 178,330 Income taxes paid (refunded) $ 36,316 $ 187,777 $ 56,243 $ 267,399 Supplemental non-cash investing and financing activities: Pushdown fair value adjustments $ — $ 1,522,432 $ — $ — |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2023 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events In January 2024, the Board of Directors paid a dividend on our common stock in the aggregate amount of $231.6 million, which was received by our direct parent, Camelot Parent, and further distributed to Camelot Return Parent, an indirect parent of the Company. Camelot Return Parent used the funds received to redeem all 1,950,000 preferred units of Camelot Return Parent held by CD&R Pisces Holdings, L.P. |
Significant Accounting Polici_2
Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying consolidated financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). The accompanying Consolidated Financial Statements include the accounts and operations of the Company and its majority-owned subsidiaries and all adjustments (consisting of normal recurring adjustments) that the Company considered necessary to present a fair statement of its results of operations, financial position and cash flows. All intercompany accounts and transactions have been eliminated in consolidation. Through application of pushdown accounting, the Company’s Consolidated Financial Statements are presented as Predecessor for periods prior to the Merger and Successor for subsequent periods. The Company has reclassified certain amounts in prior years’ Consolidated Statement of Cash Flows to conform to the current year’s presentation. All references herein for the years “2023,” “2022,” and “2021” represent the years ended December 31, 2023, December 31, 2022 and December 31, 2021. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, net sales and expenses, and related disclosures of contingent assets and liabilities in the Consolidated Financial Statements and accompanying notes. These estimates include, but are not limited to: establishing the allowance for expected credit losses; allowance for obsolete inventory; the impairment of goodwill and intangible assets; establishing useful lives for and evaluating the recovery of long-lived assets; recognizing the fair value of assets acquired and liabilities assumed in business combinations; determining the fair value of contingent considerations, accounting for rebates and product warranties; the valuation and expensing for share-based compensation; certain assumptions made in accounting for pension benefits; accounting for contingencies and uncertainties and accounting for income taxes. Actual results may differ from the estimates used in preparing the Consolidated Financial Statements. |
Cash, Cash Equivalents | Cash, Cash Equivalents Cash and cash equivalents mainly consist of highly liquid, unrestricted savings, checking, money market funds with maturities of less than three months and other bank accounts. |
Accounts Receivable, Net | Accounts Receivable, Net The Company reports accounts receivable net of an allowance for expected credit losses. The Company establishes provisions for expected credit losses based on the Company’s assessment of the collectability of amounts owed to the Company by its customers. Such allowances are included in selling, general and administrative expenses in the Company’s Consolidated Statements of (Loss) Income. In establishing the allowance, 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 its customers. 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 or any legal action taken by the Company has concluded. |
Inventories | Inventories Inventories are stated at the lower of cost or net realizable value less allowance for obsolete inventory using the first-in, first-out method. The Company reduces its inventory value for estimated obsolete and slow-moving inventory when evidence exists that the net realizable value of inventory is lower than its cost. The Company’s estimate is based upon multiple factors including, but not limited to: (i) historical write-offs and usage, (ii) sales of products at discounted or negative margins, (iii) discontinued products or designs, (iv) specific inventory quantities that are more than estimated future demand and (v) other market conditions. Cost of sales includes the cost of inventory sold during the period, including costs for manufacturing, inbound freight, receiving, inspection, warehousing. Vendor rebates are treated as a reduction to cost of sales in the Company’s Consolidated Statements of (Loss) Income. |
Property, Plant and Equipment, Net | Property, Plant and Equipment, Net Property, plant and equipment is carried at cost. Depreciation is provided on a straight-line basis, over the estimated useful lives of the assets. Gains or losses resulting from dispositions are included in operating income. Betterments and renewals, which improve and extend the life of an asset, are capitalized; maintenance and repair costs are expensed as incurred. Assets held for use to be disposed of at a future date are depreciated over the remaining useful life. Assets to be sold are written down to fair value less costs to sell at the time the assets are being actively marketed for sale. Depreciation and amortization are recognized in cost of sales or selling, general and administrative expenses based on the nature and use of the underlying assets. |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets |
Goodwill | Goodwill |
Product Warranties | Product Warranties The Company offers a number of warranties associated with the products it sells. 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. The Company accrues for the estimated cost of product warranty at the time of sale based on historical experience, expectations regarding future costs to be incurred and information provided by third party actuarial estimates. Warranty costs are included within cost of goods sold. |
Leases | Leases The Company has leases for certain manufacturing sites; warehouse and distribution locations; offices; and vehicles and equipment. 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. The Company’s 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. 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 (Loss) Income 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 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. |
Long-term Debt Discounts, Issuance Costs and Fair Value Adjustments | Long-term Debt Discounts, Issuance Costs and Fair Value Adjustments Unamortized discounts, debt issuance costs and fair value adjustments incurred relating to long-term debt are amortized over the term of the related financing using the effective interest method. |
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, the Company is 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 the Company’s products. Revenue is generally recognized when the product has shipped from the Company’s facility and control has transferred to the customer. 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. The Company’s net sales are adjusted for variable consideration, which includes customer volume rebates, prompt payment discounts, customer returns and other incentive programs. The Company measures variable consideration by estimating expected outcomes using analysis and inputs based upon anticipated performance, historical data, and current and forecasted information. Measurement of variable consideration is reviewed by management periodically and net sales are adjusted accordingly. The Company does not have significant financing components. The Company recognizes installation revenue, mainly 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 billed to customers are treated as fulfillment costs. Shipping and handling activities performed before a customer obtains control of the product are not treated as a separate performance obligation and are included in net sales at the same point in time the related product revenue is recognized, while shipping and handling costs are expenses as incurred and recorded within in cost of sales in the Company’s Consolidated Statements of (Loss) Income. A portion of the Company’s net sales, exclusively within the Shelter Solutions reportable 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 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 estimated selling price based on normal pricing and discounting practices. |
Advertising Costs | Advertising Costs Advertising costs are expensed as incurred. Advertising expense w as $15.9 million for 2023 , $11.3 million for the period from July 25, 2022 through December 31, 2022, $11.1 million for the period from January 1, 2022 through July 24, 2022 and $16.9 million for 2021. These costs are included in selling, general and administrative expenses on the Consolidated Statements of (Loss) Income. |
Share-Based Compensation | Share-Based Compensation Share-based compensation expense, measured as the fair value of an award on the date of grant. For time-based awards, 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 determined by the Company. The Company accounts for forfeitures of outstanding but unvested awards in the period they occur. |
Income Taxes | Income Taxes Deferred income tax assets and liabilities are measured based on differences between the financial statement basis and income tax basis of assets and liabilities using estimated income tax rates expected to be in effect for the year in which the differences are expected to reverse. Changes in deferred income tax assets and liabilities attributable to changes in enacted income tax rates are charged or credited to income tax expense. Valuation allowances are established when necessary to reduce deferred income tax assets to the amount that is more-likely-than-not to be realized. The Company assesses its income tax positions and records tax benefits based upon management’s evaluation of the facts, circumstances, and information available at the reporting date. The Company recognizes tax benefits from uncertain tax positions only if it is more-likely-than-not that the tax position will be sustained on examination by the taxing authorities, based on technical merits of the positions. The tax benefits recognized from such a position are measured based on the largest benefit that is more-likely-than-not to be realized upon ultimate settlement. |
Fair Value Measurements | Fair Value Measurements The carrying amounts of cash and cash equivalents, restricted cash, accounts receivable and accounts payable approximate fair value as of December 31, 2023 and 2022 given the instruments relatively short maturities. The carrying amounts of the indebtedness under revolving credit facilities approximate fair value as the interest rates are variable and reflective of market rates. Fair values for our other debt instruments are measured using Level 1 and Level 2 inputs. U.S. GAAP 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. |
Foreign Currency Remeasurement and Translation | Foreign Currency Remeasurement and Translation Gains (losses) arising from transactions denominated in a currency other the functional currency of the entity that is party to the transaction are included in net (loss) income on the Company’s Consolidated Statements of (Loss) Income, including the remeasurement of foreign denominated intercompany loans at current exchange rates. The Company’s reporting currency is the United States (“U.S.”) dollar while the functional currency of the Company’s significant non-U.S. subsidiaries 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 equity. |
Contingencies | Contingencies The Company’s contingent liabilities are related primarily to litigation and environmental matters and are based upon assumptions and estimates regarding the probable outcome of the matter. The Company records 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). The Company records loss contingencies and unasserted claims when it believes a loss is probable and the amount of the loss can be reasonably estimated. The ultimate losses incurred upon final resolution of loss contingencies may differ materially from the estimated liability recorded at any particular balance sheet date. Changes in estimates are recorded in the Consolidated Statements of (Loss) Income in the period in which such changes occur. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In March 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting (“Topic 848”), 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 the London Interbank Offered Rate (“LIBOR”) or another reference rate expected to be discontinued because of rate reform. In December 2022, the FASB issued ASU 2022-06, Reference Rate Reform (Topic 848), Deferral of the Sunset Date of Topic 848 , that deferred the sunset date of Topic 848 to December 2024, after which entities will no longer be permitted to apply the relief in Topic 848. During the second quarter of 2023, as the Company transitioned from LIBOR to alternative reference rates, the Company adopted Topic 848 which did not have a material impact on its Condensed Consolidated Financial Statements or accompanying notes. In November 2023, the FASB issued ASU No. 2023-07, Improvements to Reportable Segment Disclosures (Topic 280) . This ASU updates reportable segment disclosure requirements by requiring disclosures of significant reportable segment expenses that are regularly provided to the Chief Decision Maker (“CODM”) and included within each reported measure of a segment’s profit or loss. This ASU also requires disclosure of the title and position of the individual identified as the CODM and an explanation of how the CODM uses the reported measures of a segment’s profit or loss in assessing segment performance and deciding how to allocate resources. The ASU is effective for annual periods beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. Adoption of the ASU should be applied retrospectively to all prior periods presented in the financial statements. Early adoption is also permitted. The ASU will likely result in us including the additional required disclosures when adopted. We are currently evaluating the provisions of this ASU and expect to adopt them for the year ending December 31, 2024. In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures , which establishes new income tax disclosure requirements in addition to modifying and eliminating certain existing requirements. The new guidance requires consistent categorization and greater disaggregation of information in the rate reconciliation, as well as further disaggregation of income taxes paid. This change is effective for annual periods beginning after December 15, 2024. Prospective application is required, with retrospective application permitted. The Company is currently evaluating the effect the updated guidance will have on its financial statement disclosures. |
Basis of Presentation (Tables)
Basis of Presentation (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of Impacts of Correcting the Consolidated Statement of Cash Flow | The impacts of correcting the Company’s Consolidated Statement of Cash Flow are as follows: January 1, 2022 through July 24, 2022 Consolidated Statement of Cash Flow As Reported Adjustment Revised Changes in operating assets and liabilities, net of effect of acquisitions and divestitures — Accounts payable $ 64,044 (19,598) $ 44,446 Net cash provided by operating activities $ 350,665 (19,598) $ 331,067 Net increase in cash, cash equivalents and restricted cash $ 712,930 (19,598) $ 693,332 Cash and cash equivalents at end of period $ 1,109,588 (21,809) $ 1,087,779 |
Significant Accounting Polici_3
Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
Schedule of Components of Cash and Cash Equivalents | The following table sets forth the components of cash and cash equivalents: Successor December 31, 2023 December 31, 2022 Cash $ 228,975 $ 553,551 Money market funds (Level 1 securities) 239,902 — Total cash and cash equivalents $ 468,877 $ 553,551 |
Schedule of Changes in Allowance for Credit Losses | The following table sets forth the changes in the allowance for credit losses: Year Ended December 31, 2022 Successor Predecessor Year Ended December 31, 2023 July 25, 2022 January 1, 2022 Year Ended December 31, 2021 Beginning balance (1) $ 2,053 $ — $ 11,299 $ 13,313 Provision for expected credit losses 8,195 2,053 3,811 3,604 Amounts charged against allowance for credit losses, net of recoveries (1,595) — 307 (1,729) Allowance for credit losses of acquired company at date of acquisition 972 — 442 269 Divestitures — — (80) (4,158) Ending balance $ 9,625 $ 2,053 $ 15,779 $ 11,299 (1) In connection with the Merger, the beginning balance for Successor period reflects acquisition-related adjustments of $15.8 million. |
Mergers, Acquisitions and Div_2
Mergers, Acquisitions and Divestitures (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Business Combination and Asset Acquisition [Abstract] | |
Schedule of Calculation of Total Consideration Paid | The calculation of the total consideration paid follows: Consideration Common shares purchased 65,613,349 Common share closing price $ 24.65 Merger consideration, common shares purchased $ 1,617,369 Effective settlement of pre-existing relationships (1) 128,721 Total Merger consideration 1,746,090 Fair value of common shares previously held by CD&R and other adjustments (2) 1,526,591 Total equity value $ 3,272,681 (1) Consists mainly of employee share-based compensation awards that were outstanding at that time the Merger was consummated. (2) Consists of 61.9 million common shares, with shares rolled over or acquired by Camelot Parent. |
Schedule of Fair Value of Net Assets Acquired | The following table summarizes the fair value of net assets acquired: Fair Value Merger consideration $ 1,746,090 Fair value of common shares previously held by CD&R and other adjustments 1,526,591 Total equity value $ 3,272,681 Cash and cash equivalent $ 1,087,586 Accounts receivable 793,858 Inventories 767,460 Property, plant and equipment 873,167 Lease right-of-use assets 275,050 Goodwill 1,599,327 Intangible assets 2,436,000 Other assets 119,920 Total assets acquired 7,952,368 Accounts payable 329,896 Accrued liabilities 634,915 Long-term debt 2,467,210 Lease liabilities 252,262 Deferred income tax liabilities 706,768 Other liabilities 288,636 Total liabilities assumed 4,679,687 Net assets acquired $ 3,272,681 The following table summarizes the final fair value of net assets acquired: Fair Value Cash $ 19,594 Accounts receivable 20,515 Inventories 66,420 Property, plant and equipment 24,184 Lease right of use assets 37,964 Trade name and customer relationship intangibles 97,560 Goodwill 63,933 Other assets 1,466 Total assets acquired 331,636 Accounts payable and other liabilities assumed 57,163 Lease liabilities 37,964 Deferred income taxes 22,310 Total liabilities assumed 117,437 Net assets acquired $ 214,199 The following table summarizes the final fair value of net assets acquired: Fair Value Cash $ 2,838 Accounts receivable 16,956 Inventories 15,392 Property, plant and equipment 18,300 Lease right of use assets 21,849 Trade name and customer relationship intangibles 137,660 Goodwill 110,417 Other assets 2,556 Total assets acquired 325,968 Accounts payable and other liabilities assumed 34,861 Lease liabilities 20,173 Deferred income taxes 33,221 Total liabilities assumed 88,255 Net assets acquired $ 237,713 The following table summarizes the final fair value of net assets acquired: Fair Value 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 Trade name and customer relationship intangibles 51,600 Goodwill 33,148 Other assets 50 Total assets acquired 101,851 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 |
Summary of Nonrecurring Adjustments | The table below presents the Consolidated Statements of (Loss) Income line items impacted by the aforementioned adjustments for previously reported periods. Increase / (Decrease) due to Depreciation and Amortization Consolidated Statements of (Loss) Income Line Item July 25, 2022 Three Months Ended Cumulative Catch-Up Recorded Cost of sales $ 38,852 $ 26,303 $ 65,155 Gross profit $ (38,852) $ (26,303) $ (65,155) Selling, general and administrative expenses $ (1,632) $ 2,963 $ 1,331 Income (loss) from operations $ (37,220) $ (29,266) $ (66,486) |
Schedule of Allocation of Goodwill by the Reportable Segments | The following table sets forth the allocation of goodwill by the Company’s reportable segments as of the date of the Merger: Aperture Solutions Surface Solutions Shelter Solutions Total Goodwill $ 714,394 $ 681,822 $ 203,111 $ 1,599,327 The following table sets forth the changes in the carrying amount of goodwill by reportable segment: Aperture Solutions Surface Solutions Shelter Total Balance, December 31, 2021 (Predecessor) $ 541,196 $ 655,098 $ 161,762 $ 1,358,056 Currency translation (750) (561) — (1,311) Measurement period adjustments (366) (10) (97,474) (97,850) Balance, July 24, 2022 (Predecessor) $ 540,080 $ 654,527 $ 64,288 $ 1,258,895 Balance, July 25, 2022 (Successor) $ 612,368 $ 763,324 $ 284,796 $ 1,660,488 Measurement period adjustments 14,527 29,288 (10,709) 33,106 Currency translation (2,886) (2,160) — (5,046) Balance, December 31, 2022 (Successor) $ 624,009 790,452 274,087 1,688,548 Go private measurement period adjustments 90,385 (108,630) (70,976) (89,221) Acquisition related measurement period adjustments and other (1) 58,520 27,065 (903) 84,682 Currency translation (1,781) (464) — (2,245) Balance, December 31, 2023 (Successor) $ 771,133 $ 708,423 $ 202,208 $ 1,681,764 (1) Measurement period adjustments have been recorded in conjunction with the acquisition of MAC Metal and EAS during the period. See Note 3 — Mergers and Acquisitions for additional information. |
Schedule of Provisional Fair Value and Weighted Average Estimated Useful Life of Identifiable Intangible Assets | The fair value and weighted average estimated useful life of identifiable intangible assets consists of the following: Fair Value Weighted Average Useful Life Customer lists and relationships $ 1,816,000 17 Trademarks, trade names and other 620,000 15 Total $ 2,436,000 |
Inventories (Tables)
Inventories (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Inventory Disclosure [Abstract] | |
Schedule of Components of Inventories | The following table sets forth the components of inventories: Successor December 31, 2023 December 31, 2022 Raw materials $ 291,093 $ 312,380 Work in process 59,336 67,424 Finished goods 146,410 172,024 Total inventories $ 496,839 $ 551,828 |
Schedule of Changes to the Allowance for Obsolete Inventory | The following table sets forth the changes to the allowance for obsolete inventory: Year Ended December 31, 2022 Successor Predecessor Year Ended December 31, 2023 July 25, 2022 January 1, 2022 Year Ended December 31, 2021 Beginning balance (1) $ 2,227 $ — $ 21,281 $ 22,172 Provisions 1,890 3,805 7,197 5,155 Dispositions (3,970) (1,578) (2,335) (6,029) Other 227 — 3,417 (17) Ending balance $ 374 $ 2,227 $ 29,560 $ 21,281 (1) In connection with the Merger, the beginning balance for the Successor period reflects acquisition-related adjustments of $29.6 million. |
Property, Plant and Equipment_2
Property, Plant and Equipment, Net (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Components of Property, Plant and Equipment, Net | The following sets forth the components of property, plant and equipment, net: Range of Useful Lives Successor December 31, 2023 December 31, 2022 Land $ 58,690 $ 16,970 Buildings and improvements 10 – 40 270,752 111,296 Machinery and equipment 10 – 15 856,140 526,764 1,185,582 655,030 Less: accumulated depreciation and amortization (296,479) (36,966) Total property, plant and equipment, net $ 889,103 $ 618,064 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Changes in Carrying Amount of Goodwill by Reportable Segment | The following table sets forth the allocation of goodwill by the Company’s reportable segments as of the date of the Merger: Aperture Solutions Surface Solutions Shelter Solutions Total Goodwill $ 714,394 $ 681,822 $ 203,111 $ 1,599,327 The following table sets forth the changes in the carrying amount of goodwill by reportable segment: Aperture Solutions Surface Solutions Shelter Total Balance, December 31, 2021 (Predecessor) $ 541,196 $ 655,098 $ 161,762 $ 1,358,056 Currency translation (750) (561) — (1,311) Measurement period adjustments (366) (10) (97,474) (97,850) Balance, July 24, 2022 (Predecessor) $ 540,080 $ 654,527 $ 64,288 $ 1,258,895 Balance, July 25, 2022 (Successor) $ 612,368 $ 763,324 $ 284,796 $ 1,660,488 Measurement period adjustments 14,527 29,288 (10,709) 33,106 Currency translation (2,886) (2,160) — (5,046) Balance, December 31, 2022 (Successor) $ 624,009 790,452 274,087 1,688,548 Go private measurement period adjustments 90,385 (108,630) (70,976) (89,221) Acquisition related measurement period adjustments and other (1) 58,520 27,065 (903) 84,682 Currency translation (1,781) (464) — (2,245) Balance, December 31, 2023 (Successor) $ 771,133 $ 708,423 $ 202,208 $ 1,681,764 (1) Measurement period adjustments have been recorded in conjunction with the acquisition of MAC Metal and EAS during the period. See Note 3 — Mergers and Acquisitions for additional information. |
Schedule of Components of Intangible Assets | The following table sets forth the major components of intangible assets: Range of Life Weighted Average Amortization Period Remaining (Years) Cost Accumulated Amortization Net Carrying Value As of December 31, 2023: Trademarks, trade names and other 15 14 $ 653,992 $ (59,208) $ 594,784 Customer lists and relationships 3 – 19 16 1,883,757 (192,473) 1,691,284 Total intangible assets $ 2,537,749 $ (251,681) $ 2,286,068 Life Weighted Average Amortization Period Remaining (Years) Cost Accumulated Amortization Net Carrying Value As of December 31, 2022: Trademarks, trade names and other 13 13 $ 522,137 $ (18,332) $ 503,805 Customer lists and relationships 13 13 2,088,548 (73,330) 2,015,218 Total intangible assets $ 2,610,685 $ (91,662) $ 2,519,023 |
Schedule of Amortization Expense Related to Intangible Assets | The following table sets forth the amortization expense related to intangible assets: Year Ended December 31, 2022 Successor Predecessor Year Ended December 31, 2023 July 25, 2022 January 1, 2022 Year Ended December 31, 2021 Amortization expense $ 171,300 $ 85,400 $ 109,500 $ 189,500 |
Schedule of Expected Amortization Expense | The expected amortization expense over the next five years and thereafter for acquired intangible assets recorded as of December 31, 2023 is as follows: Amount 2024 $ 191,053 2025 172,858 2026 147,386 2027 147,386 2028 144,952 Thereafter 1,482,433 Total $ 2,286,068 |
Other Current Liabilities (Tabl
Other Current Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Payables and Accruals [Abstract] | |
Schedule of Components of Other Current Liabilities | The following table sets forth the components of other current liabilities: Successor December 31, 2023 December 31, 2022 Accrued insurance $ 22,190 $ 23,609 Accrued freight 11,687 11,130 Accrued facilities 917 4,687 Professional services 2,000 10,380 Interest rate swaps — 7,000 Accrued interest 50,692 48,595 Other accrued expenses 41,841 44,195 Total other current liabilities $ 129,327 $ 149,596 |
Product Warranties (Tables)
Product Warranties (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Product Warranties Disclosures [Abstract] | |
Schedule of Changes in Carrying Amount of Product Warranties Liability | The following table sets forth the changes in the carrying amount of product warranties liability: Year Ended December 31, 2022 Successor Predecessor Year Ended December 31, 2023 July 25, 2022 January 1, 2022 Balance, beginning of period (1) $ 202,463 $ 203,011 $ 218,356 Acquisitions 2,721 — 189 Divestitures — — (4,345) Warranties sold 1,385 879 1,052 Revenue recognized (2,458) (1,135) (1,383) Expense 33,245 17,019 26,910 Settlements (43,119) (17,311) (21,311) Balance, end of period $ 194,237 $ 202,463 $ 219,468 Reflected as: Current liabilities – Rebates, warranties and other customer-related liabilities $ 23,029 $ 25,304 $ 26,888 Noncurrent liabilities – Other long-term liabilities 171,208 177,159 192,580 Total product warranty liability $ 194,237 $ 202,463 $ 219,468 (1) In connection with the Merger, the beginning balance for the Successor period reflects acquisition-related adjustments of $16.5 million. |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Leases [Abstract] | |
Schedule of Weighted Average Information and Components of Operating Lease Costs | The following sets forth weighted average information about the Company’s lease portfolio as of December 31, 2023: Weighted-average remaining lease term 7.4 years Weighted-average incremental borrowing rate 10.63 % The following table sets forth components of operating lease costs: Year Ended December 31, 2022 Successor Predecessor Year Ended December 31, 2023 July 25, 2022 January 1, 2022 Year Ended December 31, 2021 Fixed lease costs $ 109,870 $ 35,419 $ 54,910 $ 107,938 Short-term lease costs $ 22,672 $ 19,221 $ 17,051 $ 8,350 Variable lease costs $ 88,974 $ 49,251 $ 54,316 $ 94,296 |
Schedule of Cash and Non-Cash Lease Activities | The following table sets forth cash and non-cash lease activities: Year Ended December 31, 2022 Successor Predecessor Year Ended December 31, 2023 July 25, 2022 January 1, 2022 Year Ended December 31, 2021 Operating cash flows for operating leases $ 98,987 $ 34,104 $ 42,069 $ 91,024 Right-of-use assets obtained in exchange for new operating lease liabilities (1) $ 48,332 $ 277,724 $ 10,601 $ 88,826 (1) For the period July 25, 2022 through December 31, 2022, all leases that existing prior to the Merger were treated as new operating leases. The following table sets forth supplemental cash flow information and non-cash investing and financing activities : Year Ended December 31, 2022 Successor Predecessor Year Ended December 31, 2023 July 25, 2022 January 1, 2022 Year Ended December 31, 2021 Supplemental cash flow information: Interest paid, net of amounts capitalized $ 287,143 $ 73,726 $ 103,074 $ 178,330 Income taxes paid (refunded) $ 36,316 $ 187,777 $ 56,243 $ 267,399 Supplemental non-cash investing and financing activities: Pushdown fair value adjustments $ — $ 1,522,432 $ — $ — |
Schedule of Future Minimum Lease Payments Under Non-Cancelable Leases | The following table sets forth future minimum lease payments under non-cancelable leases as of December 31, 2023: Amount 2024 $ 96,379 2025 88,626 2026 81,219 2027 43,643 2028 32,328 Thereafter 182,869 Total future minimum lease payments 525,064 Less: interest 173,049 Present value of future minimum lease payments $ 352,015 |
Long-Term Debt (Tables)
Long-Term Debt (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Debt Disclosure [Abstract] | |
Schedule of Components of Long-Term Debt | The following table sets forth the components of long-term debt: Successor December 31, 2023 December 31, 2022 Effective Interest Rate Principal Outstanding Unamortized Fair Value Adjustment (1) Unamortized Discount and Issuance Costs Carrying Amount Principal Outstanding Unamortized Fair Value Adjustment (1) Unamortized Discount and Issuance Costs Carrying Amount Term loan facility, due April 2028 8.57 % $ 2,528,500 $ (292,442) $ — $ 2,236,058 $ 2,554,500 $ (348,769) $ — $ 2,205,731 Term loan facility, due August 2028 9.69 % 297,000 — (18,370) 278,630 300,000 — (21,538) $ 278,462 6.125% Senior Notes due January 2029 13.73 % 318,699 (87,050) — 231,649 365,541 (111,524) — $ 254,017 8.750% Senior Secured Notes, due August 2028 10.61 % 710,000 — (44,787) 665,213 710,000 — (52,622) $ 657,378 Total long-term debt $ 3,854,199 $ (379,492) $ (63,157) $ 3,411,550 $ 3,930,041 $ (460,293) $ (74,160) $ 3,395,588 Reflected as: Current liabilities - Current portion of long-term debt $ 29,000 $ 29,000 Non-current liabilities - Long-term debt 3,382,550 3,366,588 Total long-term debt $ 3,411,550 $ 3,395,588 Fair value - Senior notes - Level 1 $ 988,702 $ 907,993 Fair value Term loans - Level 2 2,835,596 2,580,000 Total fair value $ 3,824,298 $ 3,487,993 (1) In July 2022, as a result of the pushdown accounting related to the Merger, the carrying values of the term loan facility due April 2028 and the 6.125% senior notes were adjusted to fair value. |
Schedule of Maturity of Debt | The following table sets forth the scheduled maturity of our debt: Amount 2024 $ 29,000 2025 29,000 2026 29,000 2027 29,000 2028 3,419,500 2029 318,699 Total $ 3,854,199 |
Schedule of Availability Under Credit Facilities | The following table sets forth the Company’s availability under its credit facilities: Successor December 31, 2023 December 31, 2022 Available Borrowings Letters of Credit and Priority Payables Available Borrowings Letters of Credit and Priority Payables Asset-based lending facility $ 850,000 $ — $ 47,000 $ 850,000 $ — $ 48,000 Cash flow revolver (1) 92,000 — — 115,000 — — First-in-last-out tranche asset-based lending facility 95,000 — — 95,000 — — Total $ 1,037,000 $ — $ 47,000 $ 1,060,000 $ — $ 48,000 (1) Cash flow revolver commitments of $23.0 million matured in April 2023 and $92.0 million will mature in April 2026. |
Schedule of Interest Rate Swap Agreement | The following table sets forth the terms of the Company’s interest rate swap agreements: May 2019 Swap (1) April 2021 Swaps Notional amount $ 500,000 $ 1,500,000 Forecasted term loan interest payments being hedged 1-month SOFR 1-month SOFR Fixed rate paid 2.1680 % 2.0038 % Origination date July 12, 2019 April 17, 2023 Maturity date July 12, 2023 April 15, 2026 Fair value at December 31, 2023 - Other assets, net $ — $ 64,704 Fair value at December 31, 2022: Other current assets $ 7,000 $ — Other assets, net $ — $ 95,361 Other current liabilities $ — $ 7,000 Level in fair value hierarchy (2) Level 2 Level 2 (1) The May 2019 swap was de-designated from cash flow hedge accounting in April 2021. (2) Interest rate swaps are based on cash flow hedge contracts that have fixed rate structures and are measured against market-based SOFR 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. |
Employee Benefit Plans (Tables)
Employee Benefit Plans (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Retirement Benefits [Abstract] | |
Schedule of Weighted Average Actuarial Assumptions Used to Determine Benefit Obligations and Net Periodic Benefit Cost | The following table sets forth the weighted average actuarial assumptions used to determine benefit obligations: Successor December 31, 2023 December 31, 2022 Discount rate 5.70 % 5.45 % The following table sets forth the weighted average actuarial assumptions used to determine net periodic benefit cost (income): Year Ended December 31, 2022 Successor Predecessor Year Ended December 31, 2023 July 25, 2022 January 1, 2022 Discount rate 5.30 % 4.40 % 2.85 % Expected return on plan assets 5.17 % 5.16 % 4.85 % |
Schedule of Changes in Projected Benefit Obligation and Plan Assets | The following table sets forth the changes in the projected benefit obligation, plan assets and funded status, and the amounts recognized on the Consolidated Balance Sheets: Year Ended December 31, 2022 Successor Predecessor Year Ended December 31, 2023 July 25, 2022 January 1, 2022 Change in benefit obligation: Beginning of period $ 63,464 $ 70,676 $ 97,134 Service cost — — 23 Interest cost 2,486 1,254 1,529 Benefits paid (3,360) (2,607) (3,339) Settlements (27,097) — — Actuarial gains (51) (5,859) (13,523) Divestitures — — (11,148) End of period $ 35,442 $ 63,464 $ 70,676 Accumulated benefit obligation at end of period $ 35,442 $ 63,464 $ 70,676 Change in plan assets: Beginning of period $ 56,737 $ 63,627 $ 98,954 Actual return on plan assets 1,335 (4,284) (16,524) Benefits paid (3,360) (2,606) (3,339) Settlements (27,098) — — Divestitures — — (15,464) End of period $ 27,614 $ 56,737 $ 63,627 Funded status at end of period $ (7,828) $ (6,727) $ (7,049) Successor December 31, 2023 December 31, 2022 Amounts recognized on the Consolidated Balance Sheets - Noncurrent liabilities (7,828) (6,727) |
Schedule of Weighted Average Asset Allocations by Asset Category | The following table sets forth the weighted average asset allocations by asset category for the defined benefit plans: Successor Investment type December 31, 2023 December 31, 2022 Equity securities 38 % 38 % Debt securities 59 % 60 % Real estate 3 % 2 % Total 100 % 100 % |
Schedule of Fair Values of Assets of Defined Benefit Plans | The fair values of the assets of the defined benefit plans at December 31, 2023 and December 31, 2022, by asset category and by levels of fair value were as follows: Successor December 31, 2023 December 31, 2022 Level 1 Level 2 Total Level 1 Level 2 Total Cash and cash equivalents $ 17 $ — $ 17 $ 27 $ — $ 27 Mutual funds: Growth funds 2,195 — 2,195 4,271 — 4,271 Real estate funds 762 — 762 1,395 — 1,395 Equity income funds 1,994 — 1,994 4,217 — 4,217 Index funds 4,440 — 4,440 9,036 — 9,036 International equity funds 1,817 — 1,817 3,795 — 3,795 Fixed income funds 3,314 13,075 16,389 6,680 27,316 33,996 Total $ 14,539 $ 13,075 $ 27,614 $ 29,421 $ 27,316 $ 56,737 |
Schedule of Components of the Net Periodic Benefit Income | The following table sets forth the components of the net periodic benefit income: Year Ended December 31, 2022 Successor Predecessor Year Ended December 31, 2023 July 25, 2022 January 1, 2022 Year Ended December 31, 2021 Service cost $ — $ — $ 23 $ 54 Interest cost 2,486 1,254 1,529 2,542 Expected return on assets (2,100) (1,316) (2,650) (5,439) Amortization of prior service cost — — — 65 Amortization of loss — — 117 416 Net periodic benefit income $ 386 $ (62) $ (981) $ (2,362) |
Schedule of Changes in Plan Assets and Benefit Obligation Recognized in OCI | The following table sets forth the changes in plan assets and benefit obligation recognized in other comprehensive (loss) income: Year Ended December 31, 2022 Successor Predecessor Year Ended December 31, 2023 July 25, 2022 January 1, 2022 Year Ended December 31, 2021 Net unrecognized actuarial loss (gain) $ 439 $ (278) $ 9,966 $ (6,479) Recognition of net actuarial loss due to settlement (17) — — — Amortization of net actuarial gain (loss) — — 117 (416) Amortization of prior service cost — — — (65) Total recognized in other comprehensive (loss) income $ 422 $ (278) $ 10,083 $ (6,960) |
Schedule of Expected Benefit Payments | We expect the following benefit payments to be made: Years ending Amount 2024 $ 3,323 2025 3,259 2026 3,202 2027 3,136 2028 3,048 Thereafter 13,960 $ 29,928 |
Share-based Compensation (Table
Share-based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Schedule of Compensation Cost for the Awards on a Straight-Line Basis | The Company will recognize compensation cost for the awards on a straight-line basis over a five-year vesting period based on the fair value of the award at the date of grant. The fair value of each option grant is estimated on the grant date using the Black-Scholes option-pricing model, and the following weighted average assumptions: Successor Year Ended December 31, 2023 July 25, 2022 Underlying price $ 100.00 $ 100.00 Volatility rate 45.2 % 45.5 % Expected term (in years) 6.1 6.1 Risk-free interest rate 4.1 % 4.2 % |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
Schedule of Components of Provision for Income Taxes | The following table sets forth the components of the provision for income taxes: Year Ended December 31, 2022 Successor Predecessor Year Ended December 31, 2023 July 25, 2022 January 1, 2022 Year Ended December 31, 2021 Current: Federal $ 63,036 $ 14,096 $ 148,371 $ 219,379 State 9,692 3,307 38,814 64,509 Foreign 17,634 4,480 5,315 11,590 Total current 90,362 21,883 192,500 295,478 Deferred: Federal (94,580) (31,529) (23,867) (43,980) State (33,605) (5,632) (4,637) (18,363) Foreign (5,567) 205 1,818 2,833 Total deferred (133,752) (36,956) (26,686) (59,510) Total income taxes $ (43,390) $ (15,073) $ 165,814 $ 235,968 |
Schedule of Effective Income Tax Rate Reconciliation | The following table sets forth a reconciliation of income tax computed at the U.S. federal statutory tax rate to the effective income tax rate: Year Ended December 31, 2022 Successor Predecessor Year Ended December 31, 2023 July 25, 2022 January 1, 2022 Year Ended December 31, 2021 Federal income tax statutory rate 21.0 % 21.0 % 21.0 % 21.0 % State income taxes, net of federal income tax 6.1 % 3.9 % 4.0 % 3.8 % Non-deductible expenses 0.7 % (1.1) % 0.6 % 0.2 % Foreign tax and other credits 2.3 % 8.9 % (0.2) % (1.6) % Section 1245 recapture (2.1) % — % — % — % Uncertain tax positions 1.3 % — % 0.1 % 0.6 % Compensation related expenses (4.2) % (3.5) % 0.1 % 0.3 % Global intangible low-taxed income — % (8.7) % — % 0.9 % State rate differential (1) 10.9 % — % — % — % Foreign rate differential (2.2) % (1.4) % 0.2 % 0.4 % Other 2.7 % 0.1 % (0.3) % 0.6 % Effective tax rate 36.5 % 19.2 % 25.5 % 26.2 % (1) Related to the Merger transaction and internal restructuring. |
Schedule of Deferred Tax Assets and Liabilities | The net deferred income tax liability consists of the following: Successor December 31, 2023 December 31, 2022 Deferred tax assets: Inventory obsolescence $ 9,215 $ 9,678 Allowance for credit losses 5,170 3,341 Accrued and deferred compensation 13,090 20,942 Accrued insurance liability 12,124 9,268 Net operating loss and tax credit carryover 15,102 27,211 Defined benefit plans 2,232 2,221 Leases 82,929 84,144 Section 163(j) interest 46,274 19,371 Section 174 costs 20,942 7,219 Warranty liabilities 39,860 42,843 Other 28,928 28,903 Total deferred income tax assets 275,866 255,141 Valuation allowance (1,578) (3,158) Net deferred income tax assets 274,288 251,983 Deferred income tax liabilities: Intangible assets (491,948) (573,826) Property-related items (124,826) (90,042) Stock basis (15,197) (12,680) Leases (87,964) (84,203) Debt (82,866) (103,671) Other (24,672) (38,612) Total deferred income tax liabilities (827,473) (903,034) Total deferred income tax liability, net $ (553,185) $ (651,051) |
Schedule of Changes in Valuation Allowance on Deferred Taxes | The following table sets forth the changes in the valuation allowance on deferred taxes: Year Ended December 31, 2022 Successor Predecessor Year Ended December 31, 2023 July 25, 2022 January 1, 2022 Year Ended December 31, 2021 Beginning balance (1) $ 3,158 $ 3,006 $ 15,634 $ 11,996 Additions (reductions) (1,580) 152 (3,004) 3,638 Ending balance $ 1,578 $ 3,158 $ 12,630 $ 15,634 (1) In connection with the Merger, the beginning balance for the Successor period reflects acquisition-related adjustments of $9.6 million. |
Schedule of Changes in Unrecognized Tax Benefits | The following table sets forth the changes in unrecognized tax benefits (excluding interest and penalties): Year Ended December 31, 2022 Successor Predecessor Year Ended December 31, 2023 July 25, 2022 January 1, 2022 Year Ended December 31, 2021 Beginning balance $ 14,756 $ 14,928 $ 14,845 $ 9,403 Additions based on tax positions related to current year 245 232 — 6,037 Additions (reductions) for tax positions of prior years (52) 5 83 15 Reductions resulting from expiration of statute of limitations (2,799) (409) — (610) Ending balance $ 12,150 $ 14,756 $ 14,928 $ 14,845 |
Accumulated Other Comprehensi_2
Accumulated Other Comprehensive (Loss) Income (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Equity [Abstract] | |
Schedule of Change in Accumulated Other Comprehensive (Loss) Income | The following tables set forth the change in accumulated other comprehensive (loss) income attributable to the Company by each component of accumulated other comprehensive (loss) income, net of applicable income taxes: Foreign Currency Translation Adjustment Unrealized (Loss) Gain on Derivative Instruments Unrecognized (Loss) Gain on Retirement Benefits Changes in Retirement Related Benefit Plans from Divestitures Total Accumulated Other Comprehensive (Loss) Income Balance, December 31, 2021 (Predecessor) $ 22,741 $ (23,407) $ (4,946) $ — $ (5,612) Other comprehensive (loss) income (1,367) 78,720 — (1,122) 76,231 Balance, July 24, 2022 (Predecessor) $ 21,374 $ 55,313 $ (4,946) $ (1,122) $ 70,619 Foreign Currency Translation Adjustment Unrealized (Loss) Gain on Derivative Instruments Unrecognized (Loss) Gain on Retirement Benefits Changes in Retirement Related Benefit Plans from Divestitures Total Accumulated Other Comprehensive (Loss) Income Balance, July 25, 2022 (Successor) $ — $ — $ — $ — $ — Other comprehensive (loss) income (6,789) 40,962 336 — 34,509 Balance, December 31, 2022 (Successor) $ (6,789) $ 40,962 $ 336 $ — $ 34,509 Balance, December 31, 2022 (Successor) $ (6,789) $ 40,962 $ 336 $ — $ 34,509 Other comprehensive (loss) income (2,764) (14,362) 484 — (16,642) Balance, December 31, 2023 (Successor) $ (9,553) $ 26,600 $ 820 $ — $ 17,867 |
Reportable Segment and Geogra_2
Reportable Segment and Geographical Information (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Segment Reporting [Abstract] | |
Schedule of Financial Data by Reportable Segments | The following table sets forth financial data by reportable segments: Year Ended December 31, 2022 Successor Predecessor Year Ended December 31, 2023 July 25, 2022 January 1, 2022 Year Ended December 31, 2021 Net sales: Aperture Solutions $ 2,476,870 $ 1,246,411 $ 1,643,619 $ 2,322,277 Surface Solutions 1,264,173 592,449 839,130 1,364,080 Shelter Solutions 1,661,391 905,288 1,253,335 1,896,780 Total net sales $ 5,402,434 $ 2,744,148 $ 3,736,084 $ 5,583,137 Adjusted reportable segment EBITDA: Aperture Solutions $ 336,095 $ 149,433 $ 202,682 $ 239,491 Surface Solutions 224,561 57,331 143,880 265,671 Shelter Solutions 322,874 177,537 209,156 323,533 Total reportable adjusted segment EBITDA 883,530 384,301 555,718 828,695 Corporate and Other (230,739) (172,331) 331,996 601,451 Depreciation and amortization (412,597) (130,153) (166,177) (292,901) Interest expense (380,706) (157,191) (101,078) (191,301) Foreign exchange (loss) gain 6,768 (4,809) 686 (3,749) Gain (loss) on extinguishment of debt (184) 474 28,354 (42,234) Other income, net 15,013 1,140 101 1,866 Loss (income) before income taxes $ (118,915) $ (78,569) $ 649,600 $ 901,827 Depreciation and amortization: Aperture Solutions $ 179,611 $ 64,348 $ 79,816 $ 134,626 Surface Solutions 88,597 52,621 65,225 116,660 Shelter Solutions 139,481 10,291 18,016 36,282 Corporate 4,908 2,893 3,120 5,333 Total depreciation and amortization expense $ 412,597 $ 130,153 $ 166,177 $ 292,901 Capital expenditures: Aperture Solutions $ 57,327 $ 43,741 $ 22,935 $ 49,001 Surface Solutions 49,926 13,470 17,304 33,198 Shelter Solutions 74,561 28,909 16,153 16,934 Corporate 12,121 11,888 8,456 15,582 Total capital expenditures $ 193,935 $ 98,008 $ 64,848 $ 114,715 Successor December 31, 2023 December 31, 2022 Property, plant and equipment, net: Aperture Solutions $ 327,098 $ 273,709 Surface Solutions 205,338 167,096 Shelter Solutions 345,207 139,382 Corporate 11,460 37,877 Total property, plant and equipment, net $ 889,103 $ 618,064 Total assets: Aperture Solutions $ 2,934,102 $ 2,153,378 Surface Solutions 2,268,443 2,099,244 Shelter Solutions 1,111,679 973,718 Corporate 619,117 1,967,310 Total assets $ 6,933,341 $ 7,193,650 |
Schedule of Net Sales Disaggregated by Reportable Segment | The following table sets forth net sales disaggregated by reportable segment: Year Ended December 31, 2022 Successor Predecessor Year Ended December 31, 2023 July 25, 2022 January 1, 2022 Year Ended December 31, 2021 Aperture Solutions: Vinyl windows $ 2,359,305 $ 1,178,609 $ 1,542,525 $ 2,190,887 Aluminum windows 67,160 37,653 55,078 85,735 Other 50,405 30,149 46,016 45,655 Total $ 2,476,870 $ 1,246,411 $ 1,643,619 $ 2,322,277 Surface Solutions: Vinyl siding $ 611,749 $ 283,298 $ 415,534 $ 667,284 Metal 329,363 136,851 185,097 293,427 Injection molded 58,517 25,153 41,841 75,361 Stone 74,326 42,706 51,904 87,948 Stone veneer installation and other 190,218 104,441 144,754 240,060 Total $ 1,264,173 $ 592,449 $ 839,130 $ 1,364,080 Shelter Solutions: Metal building products $ 1,661,391 $ 905,288 $ 1,140,259 $ 1,473,662 Insulated metal panels — — — 208,220 Metal coil coating — — 113,076 214,898 Total $ 1,661,391 $ 905,288 $ 1,253,335 $ 1,896,780 Total net sales $ 5,402,434 $ 2,744,148 $ 3,736,084 $ 5,583,137 |
Schedule of Financial Data Attributable to Various Geographic Regions | The following tables set forth financial data attributable to various geographic regions: Year Ended December 31, 2022 Successor Predecessor Year Ended December 31, 2023 July 25, 2022 January 1, 2022 Year Ended December 31, 2021 Total net sales: U.S. $ 4,983,912 $ 2,537,101 $ 3,466,127 $ 5,132,085 Canada 415,134 199,466 261,796 422,867 All other 3,388 7,581 8,161 28,185 Total net sales $ 5,402,434 $ 2,744,148 $ 3,736,084 $ 5,583,137 Successor December 31, 2023 December 31, 2022 Long-lived assets: U.S. $ 1,130,197 $ 891,122 Canada 104,960 81,516 All other 19,238 10,978 Total long-lived assets $ 1,254,395 $ 983,616 |
Earnings Per Common Share (Tabl
Earnings Per Common Share (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Earnings Per Share [Abstract] | |
Schedule of Reconciliation of the Numerator and Denominator Used for the Computation of Basic and Diluted Income 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: Predecessor January 1, 2022 December 31, 2021 Numerator for Basic and Diluted Earnings Per Common Share - Net income (loss) applicable to common shares $ 480,211 $ 658,044 Denominator for Basic and Diluted Earnings Per Common Share: Weighted average basic number of common shares outstanding 127,316 126,058 Employee stock options 1,578 737 Weighted average diluted number of common shares outstanding 128,894 126,795 Basic earnings (loss) per common share $ 3.77 $ 5.22 Diluted earnings (loss) per common share $ 3.73 $ 5.19 Incentive Plan securities excluded from dilution (1) 30 275 (1) Represents securities not included in the computation of diluted earnings per common share because their effect would have been anti-dilutive. |
Supplemental Cash Flow Inform_2
Supplemental Cash Flow Information (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of Supplemental Cash Flow Information and Non-Cash Investing and Financing Activities | The following table sets forth cash and non-cash lease activities: Year Ended December 31, 2022 Successor Predecessor Year Ended December 31, 2023 July 25, 2022 January 1, 2022 Year Ended December 31, 2021 Operating cash flows for operating leases $ 98,987 $ 34,104 $ 42,069 $ 91,024 Right-of-use assets obtained in exchange for new operating lease liabilities (1) $ 48,332 $ 277,724 $ 10,601 $ 88,826 (1) For the period July 25, 2022 through December 31, 2022, all leases that existing prior to the Merger were treated as new operating leases. The following table sets forth supplemental cash flow information and non-cash investing and financing activities : Year Ended December 31, 2022 Successor Predecessor Year Ended December 31, 2023 July 25, 2022 January 1, 2022 Year Ended December 31, 2021 Supplemental cash flow information: Interest paid, net of amounts capitalized $ 287,143 $ 73,726 $ 103,074 $ 178,330 Income taxes paid (refunded) $ 36,316 $ 187,777 $ 56,243 $ 267,399 Supplemental non-cash investing and financing activities: Pushdown fair value adjustments $ — $ 1,522,432 $ — $ — |
Basis of Presentation - Narrati
Basis of Presentation - Narrative (Details) | 12 Months Ended | ||
Dec. 31, 2023 segment $ / shares shares | Dec. 31, 2022 $ / shares shares | Jul. 25, 2022 vote $ / shares shares | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||
Number of reportable segments | segment | 3 | ||
Cash used to settle award, par value (dollars per share) | $ 24.65 | ||
Common stock, shares authorized (in shares) | shares | 1,000 | 1,000 | 1,000 |
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 | $ 0.01 |
Common stock, number of votes per share | vote | 1 |
Basis of Presentation - Schedul
Basis of Presentation - Schedule of Impacts of Correcting the Consolidated Statement of Cash Flow (Details) - USD ($) $ in Thousands | 5 Months Ended | 7 Months Ended | 12 Months Ended | ||
Dec. 31, 2022 | Jul. 24, 2022 | Dec. 31, 2023 | Dec. 31, 2021 | Dec. 31, 2020 | |
Condensed Cash Flow Statements, Captions [Line Items] | |||||
Changes in operating assets and liabilities, net of effect of acquisitions and divestitures — Accounts payable | $ (40,102) | $ 44,446 | $ (40,489) | $ 72,260 | |
Net cash provided by operating activities | 179,047 | 331,067 | 400,184 | (211,875) | |
Net increase in cash, cash equivalents and restricted cash | (534,228) | 693,332 | (84,674) | (279,808) | |
Cash and cash equivalents at end of period | $ 553,551 | 1,087,779 | $ 468,877 | $ 394,447 | $ 674,255 |
As Reported | |||||
Condensed Cash Flow Statements, Captions [Line Items] | |||||
Changes in operating assets and liabilities, net of effect of acquisitions and divestitures — Accounts payable | 64,044 | ||||
Net cash provided by operating activities | 350,665 | ||||
Net increase in cash, cash equivalents and restricted cash | 712,930 | ||||
Cash and cash equivalents at end of period | 1,109,588 | ||||
Adjustment | |||||
Condensed Cash Flow Statements, Captions [Line Items] | |||||
Changes in operating assets and liabilities, net of effect of acquisitions and divestitures — Accounts payable | (19,598) | ||||
Net cash provided by operating activities | (19,598) | ||||
Net increase in cash, cash equivalents and restricted cash | (19,598) | ||||
Cash and cash equivalents at end of period | $ (21,809) |
Significant Accounting Polici_4
Significant Accounting Policies - Schedule of Components of Cash and Cash Equivalents (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Accounting Policies [Abstract] | ||
Cash | $ 228,975 | $ 553,551 |
Money market funds (Level 1 securities) | 239,902 | 0 |
Total cash and cash equivalents | $ 468,877 | $ 553,551 |
Significant Accounting Polici_5
Significant Accounting Policies - Schedule of Changes in Allowance for Credit Losses (Details) - USD ($) $ in Thousands | 5 Months Ended | 7 Months Ended | 12 Months Ended | ||
Dec. 31, 2022 | Jul. 24, 2022 | Dec. 31, 2023 | Dec. 31, 2021 | Jul. 25, 2022 | |
Allowance for Doubtful Accounts Receivable [Roll Forward] | |||||
Beginning balance | $ 15,779 | $ 11,299 | $ 2,053 | $ 13,313 | |
Provision for expected credit losses | 2,053 | 3,811 | 8,195 | 3,604 | |
Amounts charged against allowance for credit losses, net of recoveries | 0 | 307 | (1,595) | (1,729) | |
Allowance for credit losses of acquired company at date of acquisition | 0 | 442 | 972 | 269 | |
Divestitures | 0 | (80) | 0 | (4,158) | |
Ending balance | 2,053 | 15,779 | 9,625 | 11,299 | |
Allowance for credit loss | $ 2,053 | $ 15,779 | $ 9,625 | $ 11,299 | $ 0 |
Acquisition-related Costs | |||||
Allowance for Doubtful Accounts Receivable [Roll Forward] | |||||
Allowance for credit loss | $ 15,800 |
Significant Accounting Polici_6
Significant Accounting Policies - Narrative (Details) | 5 Months Ended | 7 Months Ended | 12 Months Ended | |
Dec. 31, 2022 USD ($) | Jul. 24, 2022 USD ($) | Dec. 31, 2023 USD ($) segment | Dec. 31, 2021 USD ($) | |
Concentration Risk [Line Items] | ||||
Impairment of long-lived asset | $ 0 | $ 368,000 | $ 0 | $ 22,210,000 |
Goodwill impairment loss | 0 | 0 | $ 0 | 0 |
Number of operating segments | segment | 5 | |||
Warranty, term | 10 years | |||
Number of reportable segments | segment | 3 | |||
Advertising expense | $ 11,300,000 | $ 11,100,000 | $ 15,900,000 | $ 16,900,000 |
Customer Concentration Risk | Revenue Benchmark | One Customer | ||||
Concentration Risk [Line Items] | ||||
Concentration risk | 13.40% |
Mergers, Acquisitions and Div_3
Mergers, Acquisitions and Divestitures - CD&R Merger Transaction (Narrative) (Details) - USD ($) $ in Thousands, shares in Millions | 1 Months Ended | 3 Months Ended | 5 Months Ended | 7 Months Ended | 12 Months Ended | ||
Jul. 25, 2022 | Jul. 31, 2022 | Jul. 01, 2023 | Dec. 31, 2022 | Jul. 24, 2022 | Dec. 31, 2023 | Dec. 31, 2021 | |
Business Acquisition [Line Items] | |||||||
Cash | $ 553,551 | $ 228,975 | |||||
Loss from operations | (81,817) | $ (721,537) | $ (240,194) | $ (1,137,245) | |||
8.750% Senior Secured Notes due August 2028 | |||||||
Business Acquisition [Line Items] | |||||||
Debt instrument, interest rate, stated percentage | 8.75% | ||||||
Cornerstone Building Brands, Inc Merger | |||||||
Business Acquisition [Line Items] | |||||||
Cash | $ 564,400 | ||||||
Measurement period adjustments, increase to property, plant and equipment | $ 291,500 | ||||||
Measurement period adjustments, decrease to intangible assets | $ 174,700 | ||||||
Acquisition expenses | 29,400 | $ 700 | $ 28,700 | ||||
Cornerstone Building Brands, Inc Merger | Acquisition-Related Costs, Recorded | |||||||
Business Acquisition [Line Items] | |||||||
Loss from operations | $ 66,486 | ||||||
Cornerstone Building Brands, Inc Merger | 8.750% Senior Secured Notes due August 2028 | Secured Debt | |||||||
Business Acquisition [Line Items] | |||||||
Aggregate principal amount | $ 710,000 | ||||||
Debt instrument, interest rate, stated percentage | 8.75% | ||||||
Cornerstone Building Brands, Inc Merger | Secured Debt | Term loan facility, due August 2028 | Line of Credit | |||||||
Business Acquisition [Line Items] | |||||||
Aggregate principal amount | $ 300,000 | ||||||
Cornerstone Building Brands, Inc Merger | Clayton, Dubilier And Rice, LLC | |||||||
Business Acquisition [Line Items] | |||||||
Number of shares previously held by CD&R (in shares) | 61.9 | ||||||
Cornerstone Building Brands, Inc Merger | Camelot Return Parent, LLC | |||||||
Business Acquisition [Line Items] | |||||||
Preferred stock outstanding | 195,000 | ||||||
Cornerstone Building Brands, Inc Merger | Camelot Return Parent, LLC | 2.99% Senior Payment-In-Kind Notes Due 2029 | Payment in Kind (PIK) Note | |||||||
Business Acquisition [Line Items] | |||||||
Aggregate principal amount | $ 464,400 | ||||||
Debt instrument, interest rate, stated percentage | 2.99% |
Mergers, Acquisitions and Div_4
Mergers, Acquisitions and Divestitures - Schedule of Calculation of Total Consideration Paid (Details) - USD ($) $ / shares in Units, $ in Thousands | Jul. 25, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | Jul. 24, 2022 |
Business Acquisition [Line Items] | ||||
Common shares purchased (in shares) | 1,000 | 1,000 | ||
Cornerstone Building Brands, Inc Merger | ||||
Business Acquisition [Line Items] | ||||
Common shares purchased (in shares) | 65,613,349 | |||
Common share closing price (in usd per share) | $ 24.65 | |||
Merger consideration, common shares purchased | $ 1,617,369 | |||
Cornerstone Building Brands, Inc Merger | Clayton, Dubilier And Rice, LLC | ||||
Business Acquisition [Line Items] | ||||
Effective settlement of pre-existing relationships | 128,721 | |||
Total Merger consideration | 1,746,090 | |||
Fair value of common shares previously held by CD&R and other adjustments | 1,526,591 | |||
Total equity value | $ 3,272,681 | |||
Number of shares previously held by CD&R (in shares) | 61,900,000 |
Mergers, Acquisitions and Div_5
Mergers, Acquisitions and Divestitures - Schedule of Fair Value of Net Assets Acquired (Details) - USD ($) $ in Thousands | Jul. 25, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | Jul. 24, 2022 | Dec. 31, 2021 |
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Assets [Abstract] | |||||
Goodwill | $ 1,660,488 | $ 1,681,764 | $ 1,688,548 | $ 1,258,895 | $ 1,358,056 |
Cornerstone Building Brands, Inc Merger | |||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Assets [Abstract] | |||||
Goodwill | 1,599,327 | ||||
Cornerstone Building Brands, Inc Merger | Clayton, Dubilier And Rice, LLC | |||||
Business Acquisition [Line Items] | |||||
Merger consideration | 1,746,090 | ||||
Fair value of common shares previously held by CD&R and other adjustments | 1,526,591 | ||||
Total equity value | 3,272,681 | ||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Assets [Abstract] | |||||
Cash and cash equivalent | 1,087,586 | ||||
Accounts receivable | 793,858 | ||||
Inventories | 767,460 | ||||
Property, plant and equipment | 873,167 | ||||
Lease right of use assets | 275,050 | ||||
Goodwill | 1,599,327 | ||||
Intangible assets | 2,436,000 | ||||
Other assets | 119,920 | ||||
Total assets acquired | 7,952,368 | ||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Liabilities [Abstract] | |||||
Accounts payable | 329,896 | ||||
Accrued liabilities | 634,915 | ||||
Long-term debt | 2,467,210 | ||||
Lease liabilities | 252,262 | ||||
Deferred income taxes | 706,768 | ||||
Other liabilities | 288,636 | ||||
Total liabilities assumed | 4,679,687 | ||||
Net assets acquired | $ 3,272,681 |
Mergers, Acquisitions and Div_6
Mergers, Acquisitions and Divestitures - Schedule of Line Items Impacted by the Aforementioned Adjustments (Details) - USD ($) $ in Thousands | 3 Months Ended | 5 Months Ended | 7 Months Ended | 12 Months Ended | ||
Jul. 01, 2023 | Apr. 01, 2023 | Dec. 31, 2022 | Jul. 24, 2022 | Dec. 31, 2023 | Dec. 31, 2021 | |
Business Acquisition [Line Items] | ||||||
Cost of sales | $ 2,232,049 | $ 2,929,699 | $ 4,197,442 | $ 4,384,062 | ||
Gross profit | 512,099 | 806,385 | 1,204,992 | 1,199,075 | ||
Income (loss) from operations | 81,817 | $ 721,537 | $ 240,194 | $ 1,137,245 | ||
Cornerstone Building Brands, Inc Merger | Acquisition-Related Costs, Unrecorded | ||||||
Business Acquisition [Line Items] | ||||||
Cost of sales | $ 26,303 | 38,852 | ||||
Gross profit | (26,303) | (38,852) | ||||
Selling, general and administrative expenses | 2,963 | (1,632) | ||||
Income (loss) from operations | $ (29,266) | $ (37,220) | ||||
Cornerstone Building Brands, Inc Merger | Acquisition-Related Costs, Recorded | ||||||
Business Acquisition [Line Items] | ||||||
Cost of sales | $ 65,155 | |||||
Gross profit | (65,155) | |||||
Selling, general and administrative expenses | 1,331 | |||||
Income (loss) from operations | $ (66,486) |
Mergers, Acquisitions and Div_7
Mergers, Acquisitions and Divestitures - Schedule of Allocation of Goodwill by the Reportable Segments (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 | Jul. 25, 2022 | Jul. 24, 2022 | Dec. 31, 2021 |
Business Acquisition [Line Items] | |||||
Goodwill | $ 1,681,764 | $ 1,688,548 | $ 1,660,488 | $ 1,258,895 | $ 1,358,056 |
Cornerstone Building Brands, Inc Merger | |||||
Business Acquisition [Line Items] | |||||
Goodwill | 1,599,327 | ||||
Aperture Solutions | |||||
Business Acquisition [Line Items] | |||||
Goodwill | $ 771,133 | $ 624,009 | 612,368 | $ 540,080 | $ 541,196 |
Aperture Solutions | Cornerstone Building Brands, Inc Merger | |||||
Business Acquisition [Line Items] | |||||
Goodwill | 714,394 | ||||
Surface Solutions | Cornerstone Building Brands, Inc Merger | |||||
Business Acquisition [Line Items] | |||||
Goodwill | 681,822 | ||||
Shelter Solutions | Cornerstone Building Brands, Inc Merger | |||||
Business Acquisition [Line Items] | |||||
Goodwill | $ 203,111 |
Mergers, Acquisitions and Div_8
Mergers, Acquisitions and Divestitures - Schedule of Provisional Fair Value and Weighted Average Estimated Useful Life of Identifiable Intangible Assets (Details) - Cornerstone Building Brands, Inc Merger - Clayton, Dubilier And Rice, LLC $ in Thousands | Jul. 25, 2022 USD ($) |
Business Acquisition [Line Items] | |
Fair Value | $ 2,436,000 |
Customer lists and relationships | |
Business Acquisition [Line Items] | |
Fair Value | $ 1,816,000 |
Weighted Average Useful Life (in years) | 17 years |
Trademarks, trade names and other | |
Business Acquisition [Line Items] | |
Fair Value | $ 620,000 |
Weighted Average Useful Life (in years) | 15 years |
Mergers, Acquisitions and Div_9
Mergers, Acquisitions and Divestitures - Acquisition of M.A.C. Métal Architectural Inc. and Eastern Architectural Systems(Narrative) (Details) $ in Thousands | 1 Months Ended | 5 Months Ended | ||||
Aug. 31, 2023 USD ($) period | Dec. 31, 2023 USD ($) | Dec. 31, 2022 USD ($) | Jul. 25, 2022 USD ($) | Jul. 24, 2022 USD ($) | Dec. 31, 2021 USD ($) | |
Business Acquisition [Line Items] | ||||||
Goodwill | $ 1,681,764 | $ 1,688,548 | $ 1,660,488 | $ 1,258,895 | $ 1,358,056 | |
M.A.C. Métal Architectural Inc. and Eastern Architectural Systems | ||||||
Business Acquisition [Line Items] | ||||||
Total consideration transferred | 234,900 | |||||
Cash payments | 217,700 | |||||
Earn-out contingent consideration | 16,800 | |||||
Inventories | 15,800 | |||||
Property, plant and equipment | 22,000 | |||||
Goodwill | 91,800 | |||||
Deferred income tax liabilities | 12,900 | |||||
M.A.C. Métal Architectural Inc. and Eastern Architectural Systems | Customer Lists | ||||||
Business Acquisition [Line Items] | ||||||
Trade name and customer relationship intangibles | 75,800 | |||||
M.A.C. Métal Architectural Inc. and Eastern Architectural Systems | Trademarks | ||||||
Business Acquisition [Line Items] | ||||||
Trade name and customer relationship intangibles | $ 34,300 | |||||
M.A.C. Métal Architectural Inc. | ||||||
Business Acquisition [Line Items] | ||||||
Earn-out contingent consideration | $ 16,800 | |||||
Number of consecutive periods, earnout payable | period | 2 | |||||
Period of earnout payable | 12 months |
Mergers, Acquisitions and Di_10
Mergers, Acquisitions and Divestitures - Acquisition of Union Corrugating Company Holdings, Inc. (Narrative) (Details) - Union Corrugating Company Holdings, Inc. - USD ($) $ in Millions | 1 Months Ended | |
Dec. 31, 2021 | Apr. 02, 2022 | |
Business Acquisition [Line Items] | ||
Total consideration transferred | $ 214.2 | |
Post-closing adjustment | $ 2.6 |
Mergers, Acquisitions and Di_11
Mergers, Acquisitions and Divestitures - Schedule of Final Fair Value of Net Assets Acquired (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 | Jul. 25, 2022 | Jul. 24, 2022 | Dec. 31, 2021 | Aug. 31, 2021 | Apr. 30, 2021 |
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Assets [Abstract] | |||||||
Goodwill | $ 1,681,764 | $ 1,688,548 | $ 1,660,488 | $ 1,258,895 | $ 1,358,056 | ||
Shelter Solutions | |||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Assets [Abstract] | |||||||
Goodwill | 202,208 | 274,087 | 284,796 | 64,288 | 161,762 | ||
Aperture Solutions | |||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Assets [Abstract] | |||||||
Goodwill | $ 771,133 | $ 624,009 | $ 612,368 | $ 540,080 | 541,196 | ||
Union Corrugating Company Holdings, Inc. | |||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Assets [Abstract] | |||||||
Cash | 19,594 | ||||||
Accounts receivable | 20,515 | ||||||
Inventories | 66,420 | ||||||
Property, plant and equipment | 24,184 | ||||||
Lease right of use assets | 37,964 | ||||||
Trade name and customer relationship intangibles | 97,560 | ||||||
Goodwill | 63,933 | ||||||
Other assets | 1,466 | ||||||
Total assets acquired | 331,636 | ||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Liabilities [Abstract] | |||||||
Accounts payable and other liabilities assumed | 57,163 | ||||||
Lease liabilities | 37,964 | ||||||
Deferred income taxes | 22,310 | ||||||
Total liabilities assumed | 117,437 | ||||||
Net assets acquired | 214,199 | ||||||
Union Corrugating Company Holdings, Inc. | Shelter Solutions | |||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Assets [Abstract] | |||||||
Goodwill | $ 63,900 | ||||||
Cascade Windows LLC | |||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Assets [Abstract] | |||||||
Cash | $ 2,838 | ||||||
Accounts receivable | 16,956 | ||||||
Inventories | 15,392 | ||||||
Property, plant and equipment | 18,300 | ||||||
Lease right of use assets | 21,849 | ||||||
Trade name and customer relationship intangibles | 137,660 | ||||||
Goodwill | 110,417 | ||||||
Other assets | 2,556 | ||||||
Total assets acquired | 325,968 | ||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Liabilities [Abstract] | |||||||
Accounts payable and other liabilities assumed | 34,861 | ||||||
Lease liabilities | 20,173 | ||||||
Deferred income taxes | 33,221 | ||||||
Total liabilities assumed | 88,255 | ||||||
Net assets acquired | 237,713 | ||||||
Cascade Windows LLC | Aperture Solutions | |||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Assets [Abstract] | |||||||
Goodwill | $ 110,400 | ||||||
Prime Windows LLC | |||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Assets [Abstract] | |||||||
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 | ||||||
Trade name and customer relationship intangibles | 51,600 | ||||||
Goodwill | 33,148 | ||||||
Other assets | 50 | ||||||
Total assets acquired | 101,851 | ||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Liabilities [Abstract] | |||||||
Accounts payable and other liabilities assumed | 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 |
Mergers, Acquisitions and Di_12
Mergers, Acquisitions and Divestitures - Acquisition of Cascade Windows (Narrative) (Details) - Cascade Windows LLC $ in Millions | 1 Months Ended |
Aug. 31, 2021 USD ($) | |
Business Acquisition [Line Items] | |
Cash payments | $ 237.7 |
Post-closing adjustment | $ 1.8 |
Mergers, Acquisitions and Di_13
Mergers, Acquisitions and Divestitures - Acquisition of Prime Windows (Narrative) (Details) - Prime Windows LLC $ in Millions | 1 Months Ended |
Apr. 30, 2021 USD ($) | |
Business Acquisition [Line Items] | |
Total consideration transferred | $ 93 |
Consideration transferred, excluding working capital adjustment | $ 2 |
Mergers, Acquisitions and Di_14
Mergers, Acquisitions and Divestitures - Divestiture of Coil Coatings (Narrative) (Details) - USD ($) $ in Thousands | 1 Months Ended | 5 Months Ended | 7 Months Ended | 12 Months Ended | |
Jun. 30, 2022 | Dec. 31, 2022 | Jul. 24, 2022 | Dec. 31, 2023 | Dec. 31, 2021 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||
Gain (loss) on dispositions | $ (921) | $ 401,413 | $ (10,080) | $ 831,252 | |
Divestiture related costs | $ 21,300 | ||||
Disposal Group, Disposed of by Sale, Not Discontinued Operations | Coil Coatings | |||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||
Proceeds from divestitures, net of cash divested | $ 500,000 | ||||
Gain (loss) on dispositions | 394,200 | ||||
Divestiture related costs | $ 9,600 | ||||
Working capital settlement expense | $ 10,100 |
Mergers, Acquisitions and Di_15
Mergers, Acquisitions and Divestitures - Divestiture of IMP and DBCI Businesses (Narrative) (Details) - USD ($) $ in Thousands | 1 Months Ended | 5 Months Ended | 7 Months Ended | 12 Months Ended | ||
Aug. 18, 2021 | Aug. 31, 2021 | Dec. 31, 2022 | Jul. 24, 2022 | Dec. 31, 2023 | Dec. 31, 2021 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||
Gain (loss) on dispositions | $ (921) | $ 401,413 | $ (10,080) | $ 831,252 | ||
Contract with customer liability, current | 15,500 | |||||
Divestiture related costs | 21,300 | |||||
Disposal Group, Disposed of by Sale, Not Discontinued Operations | Insulated Metal Panels | ||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||
Proceeds from divestitures, net of cash divested | $ 1,000,000 | $ 7,200 | ||||
Gain (loss) on dispositions | 679,800 | |||||
Disposal Group, Disposed of by Sale, Not Discontinued Operations | DBCI | ||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||
Proceeds from divestitures, net of cash divested | $ 168,900 | |||||
Gain (loss) on dispositions | $ 151,500 |
Inventories - Schedule of Compo
Inventories - Schedule of Components of Inventories (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Inventory Disclosure [Abstract] | ||
Raw materials | $ 291,093 | $ 312,380 |
Work in process | 59,336 | 67,424 |
Finished goods | 146,410 | 172,024 |
Total inventories | $ 496,839 | $ 551,828 |
Inventories - Schedule of Chang
Inventories - Schedule of Changes to the Allowance for Obsolete Inventory (Details) - USD ($) $ in Thousands | 5 Months Ended | 7 Months Ended | 12 Months Ended | ||
Dec. 31, 2022 | Jul. 24, 2022 | Dec. 31, 2023 | Dec. 31, 2021 | Jul. 25, 2022 | |
Inventory Obsolescence | |||||
Beginning balance | $ 29,560 | $ 21,281 | $ 2,227 | $ 22,172 | |
Provisions | 3,805 | 7,197 | 1,890 | 5,155 | |
Dispositions | (1,578) | (2,335) | (3,970) | (6,029) | |
Other | 0 | 3,417 | 227 | (17) | |
Ending balance | 2,227 | 29,560 | 374 | 21,281 | |
Reserve for obsolete materials adjustment | $ 2,227 | $ 29,560 | $ 374 | $ 21,281 | $ 0 |
Acquisition-related Costs | |||||
Inventory Obsolescence | |||||
Reserve for obsolete materials adjustment | $ 29,600 |
Property, Plant and Equipment_3
Property, Plant and Equipment, Net - Schedule of Components of Property, Plant and Equipment, Net (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 1,185,582 | $ 655,030 |
Less: accumulated depreciation and amortization | (296,479) | (36,966) |
Total property, plant and equipment, net | 889,103 | 618,064 |
Land | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 58,690 | 16,970 |
Buildings and improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 270,752 | 111,296 |
Buildings and improvements | Minimum | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, useful life | 10 years | |
Buildings and improvements | Maximum | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, useful life | 40 years | |
Machinery and equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 856,140 | $ 526,764 |
Machinery and equipment | Minimum | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, useful life | 10 years | |
Machinery and equipment | Maximum | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, useful life | 15 years |
Property, Plant and Equipment_4
Property, Plant and Equipment, Net - Narrative (Details) - USD ($) $ in Millions | 5 Months Ended | 7 Months Ended | 12 Months Ended | |
Dec. 31, 2022 | Jul. 24, 2022 | Dec. 31, 2023 | Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | ||||
Depreciation expense | $ 44.7 | $ 56.7 | $ 241.3 | $ 103 |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets - Schedule of Changes in Carrying Amount of Goodwill by Reportable Segment (Details) - USD ($) $ in Thousands | 5 Months Ended | 7 Months Ended | 12 Months Ended |
Dec. 31, 2022 | Jul. 24, 2022 | Dec. 31, 2023 | |
Goodwill [Roll Forward] | |||
Beginning balance | $ 1,660,488 | $ 1,358,056 | $ 1,688,548 |
Currency translation | (5,046) | (1,311) | (2,245) |
Measurement period adjustments | 33,106 | (97,850) | |
Go private measurement period adjustments | (89,221) | ||
Ending balance | 1,688,548 | 1,258,895 | 1,681,764 |
M.A.C. Métal Architectural Inc. and Eastern Architectural Systems | |||
Goodwill [Roll Forward] | |||
Measurement period adjustments | 84,682 | ||
Ending balance | 91,800 | ||
Aperture Solutions | |||
Goodwill [Roll Forward] | |||
Beginning balance | 612,368 | 541,196 | 624,009 |
Currency translation | (2,886) | (750) | (1,781) |
Measurement period adjustments | 14,527 | (366) | |
Go private measurement period adjustments | 90,385 | ||
Ending balance | 624,009 | 540,080 | 771,133 |
Aperture Solutions | M.A.C. Métal Architectural Inc. and Eastern Architectural Systems | |||
Goodwill [Roll Forward] | |||
Measurement period adjustments | 58,520 | ||
Surface Solutions | |||
Goodwill [Roll Forward] | |||
Beginning balance | 763,324 | 655,098 | 790,452 |
Currency translation | (2,160) | (561) | (464) |
Measurement period adjustments | 29,288 | (10) | |
Go private measurement period adjustments | (108,630) | ||
Ending balance | 790,452 | 654,527 | 708,423 |
Surface Solutions | M.A.C. Métal Architectural Inc. and Eastern Architectural Systems | |||
Goodwill [Roll Forward] | |||
Measurement period adjustments | 27,065 | ||
Shelter Solutions | |||
Goodwill [Roll Forward] | |||
Beginning balance | 284,796 | 161,762 | 274,087 |
Currency translation | 0 | 0 | 0 |
Measurement period adjustments | (10,709) | (97,474) | |
Go private measurement period adjustments | (70,976) | ||
Ending balance | $ 274,087 | $ 64,288 | 202,208 |
Shelter Solutions | M.A.C. Métal Architectural Inc. and Eastern Architectural Systems | |||
Goodwill [Roll Forward] | |||
Measurement period adjustments | $ (903) |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets - Schedule of Components of Intangible Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Goodwill [Line Items] | ||
Cost | $ 2,537,749 | $ 2,610,685 |
Accumulated Amortization | (251,681) | (91,662) |
Net Carrying Value | $ 2,286,068 | $ 2,519,023 |
Trademarks, trade names and other | ||
Goodwill [Line Items] | ||
Range of Life (Years)/Weighted Average Amortization Period Remaining (Years) | 15 years | 13 years |
Cost | $ 653,992 | $ 522,137 |
Accumulated Amortization | (59,208) | (18,332) |
Net Carrying Value | 594,784 | $ 503,805 |
Customer lists and relationships | ||
Goodwill [Line Items] | ||
Range of Life (Years)/Weighted Average Amortization Period Remaining (Years) | 13 years | |
Cost | 1,883,757 | $ 2,088,548 |
Accumulated Amortization | (192,473) | (73,330) |
Net Carrying Value | $ 1,691,284 | $ 2,015,218 |
Minimum | Customer lists and relationships | ||
Goodwill [Line Items] | ||
Range of Life (Years)/Weighted Average Amortization Period Remaining (Years) | 3 years | |
Maximum | Customer lists and relationships | ||
Goodwill [Line Items] | ||
Range of Life (Years)/Weighted Average Amortization Period Remaining (Years) | 19 years | |
Weighted Average | Trademarks, trade names and other | ||
Goodwill [Line Items] | ||
Range of Life (Years)/Weighted Average Amortization Period Remaining (Years) | 14 years | 13 years |
Weighted Average | Customer lists and relationships | ||
Goodwill [Line Items] | ||
Range of Life (Years)/Weighted Average Amortization Period Remaining (Years) | 16 years | 13 years |
Goodwill and Intangible Asset_4
Goodwill and Intangible Assets - Schedule of Amortization Expense Related to Intangible Assets (Details) - USD ($) $ in Thousands | 5 Months Ended | 7 Months Ended | 12 Months Ended | |
Dec. 31, 2022 | Jul. 24, 2022 | Dec. 31, 2023 | Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||||
Amortization of intangible assets | $ 85,400 | $ 109,500 | $ 171,300 | $ 189,500 |
Goodwill and Intangible Asset_5
Goodwill and Intangible Assets - Schedule of Expected Amortization Expense (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
2024 | $ 191,053 | |
2025 | 172,858 | |
2026 | 147,386 | |
2027 | 147,386 | |
2028 | 144,952 | |
Thereafter | 1,482,433 | |
Net Carrying Value | $ 2,286,068 | $ 2,519,023 |
Other Current Liabilities (Deta
Other Current Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Payables and Accruals [Abstract] | ||
Accrued insurance | $ 22,190 | $ 23,609 |
Accrued freight | 11,687 | 11,130 |
Accrued facilities | 917 | 4,687 |
Professional services | 2,000 | 10,380 |
Interest rate swaps | 0 | 7,000 |
Accrued interest | 50,692 | 48,595 |
Other accrued expenses | 41,841 | 44,195 |
Total other current liabilities | $ 129,327 | $ 149,596 |
Product Warranties (Details)
Product Warranties (Details) - USD ($) $ in Thousands | 5 Months Ended | 7 Months Ended | 12 Months Ended | |
Dec. 31, 2022 | Jul. 24, 2022 | Dec. 31, 2023 | Jul. 25, 2022 | |
Movement in Standard Product Warranty Accrual [Roll Forward] | ||||
Balance, beginning of period | $ 219,468 | $ 218,356 | $ 202,463 | |
Acquisitions | 0 | 189 | 2,721 | |
Divestitures | 0 | (4,345) | 0 | |
Warranties sold | 879 | 1,052 | 1,385 | |
Revenue recognized | (1,135) | (1,383) | (2,458) | |
Expense | 17,019 | 26,910 | 33,245 | |
Settlements | (17,311) | (21,311) | (43,119) | |
Balance, end of period | 202,463 | 219,468 | 194,237 | |
Current liabilities – Rebates, warranties and other customer-related liabilities | 25,304 | 26,888 | 23,029 | |
Noncurrent liabilities – Other long-term liabilities | 177,159 | 192,580 | 171,208 | |
Total product warranty liability | $ 202,463 | $ 219,468 | $ 194,237 | $ 203,011 |
Acquisition-related Costs | ||||
Movement in Standard Product Warranty Accrual [Roll Forward] | ||||
Total product warranty liability | $ 16,500 |
Leases - Schedule of Weighted A
Leases - Schedule of Weighted Average Information and Components of Operating Lease Costs (Details) - USD ($) $ in Thousands | 5 Months Ended | 7 Months Ended | 12 Months Ended | |
Dec. 31, 2022 | Jul. 24, 2022 | Dec. 31, 2023 | Dec. 31, 2021 | |
Leases [Abstract] | ||||
Weighted-average remaining lease term | 7 years 4 months 24 days | |||
Weighted-average incremental borrowing rate | 10.63% | |||
Fixed lease costs | $ 35,419 | $ 54,910 | $ 109,870 | $ 107,938 |
Short-term lease costs | 19,221 | 17,051 | 22,672 | 8,350 |
Variable lease costs | $ 49,251 | $ 54,316 | $ 88,974 | $ 94,296 |
Leases - Schedule of Cash and N
Leases - Schedule of Cash and Non-Cash Lease Activities (Details) - USD ($) $ in Thousands | 5 Months Ended | 7 Months Ended | 12 Months Ended | |
Dec. 31, 2022 | Jul. 24, 2022 | Dec. 31, 2023 | Dec. 31, 2021 | |
Leases [Abstract] | ||||
Operating cash flows for operating leases | $ 34,104 | $ 42,069 | $ 98,987 | $ 91,024 |
Right-of-use assets obtained in exchange for new operating lease liabilities | $ 277,724 | $ 10,601 | $ 48,332 | $ 88,826 |
Leases - Narrative (Details)
Leases - Narrative (Details) $ in Millions | 12 Months Ended |
Dec. 31, 2023 USD ($) | |
Leases [Abstract] | |
Remeasurement of existing lease right-of-use assets | $ (4.4) |
Leases - Schedule of Future Min
Leases - Schedule of Future Minimum Lease Payments Under Non-Cancelable Leases (Details) $ in Thousands | Dec. 31, 2023 USD ($) |
Leases [Abstract] | |
2024 | $ 96,379 |
2025 | 88,626 |
2026 | 81,219 |
2027 | 43,643 |
2028 | 32,328 |
Thereafter | 182,869 |
Total future minimum lease payments | 525,064 |
Less: interest | 173,049 |
Present value of future minimum lease payments | $ 352,015 |
Long-Term Debt - Schedule of Co
Long-Term Debt - Schedule of Components of Long-Term Debt (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 | Jul. 31, 2022 | Jul. 25, 2022 | Sep. 24, 2020 |
Debt Instrument [Line Items] | |||||
Principal Outstanding | $ 3,854,199 | $ 3,930,041 | |||
Unamortized Fair Value Adjustment | (379,492) | (460,293) | |||
Unamortized Discount and Issuance Costs | (63,157) | (74,160) | |||
Carrying Amount | 3,411,550 | 3,395,588 | |||
Current liabilities - Current portion of long-term debt | 29,000 | 29,000 | |||
Non-current liabilities - Long-term debt | 3,382,550 | 3,366,588 | |||
Fair value | 3,824,298 | 3,487,993 | |||
Level 1 | Senior Notes | |||||
Debt Instrument [Line Items] | |||||
Fair value | 988,702 | 907,993 | |||
Level 2 | Line of Credit | |||||
Debt Instrument [Line Items] | |||||
Fair value | $ 2,835,596 | 2,580,000 | |||
Term loan facility, due April 2028 | |||||
Debt Instrument [Line Items] | |||||
Effective Interest Rate | 8.57% | ||||
Principal Outstanding | $ 2,528,500 | 2,554,500 | |||
Unamortized Fair Value Adjustment | (292,442) | (348,769) | |||
Unamortized Discount and Issuance Costs | 0 | 0 | |||
Carrying Amount | $ 2,236,058 | 2,205,731 | |||
Term loan facility, due August 2028 | |||||
Debt Instrument [Line Items] | |||||
Effective Interest Rate | 9.69% | ||||
Principal Outstanding | $ 297,000 | 300,000 | |||
Unamortized Fair Value Adjustment | 0 | 0 | |||
Unamortized Discount and Issuance Costs | (18,370) | (21,538) | |||
Carrying Amount | $ 278,630 | 278,462 | |||
6.125% Senior Notes due January 2029 | |||||
Debt Instrument [Line Items] | |||||
Debt instrument, interest rate, stated percentage | 6.125% | 6.125% | 6.125% | ||
Effective Interest Rate | 13.73% | ||||
Principal Outstanding | $ 318,699 | 365,541 | |||
Unamortized Fair Value Adjustment | (87,050) | (111,524) | |||
Unamortized Discount and Issuance Costs | 0 | 0 | |||
Carrying Amount | $ 231,649 | 254,017 | |||
8.750% Senior Secured Notes due August 2028 | |||||
Debt Instrument [Line Items] | |||||
Debt instrument, interest rate, stated percentage | 8.75% | ||||
Effective Interest Rate | 10.61% | ||||
Principal Outstanding | $ 710,000 | 710,000 | |||
Unamortized Fair Value Adjustment | 0 | 0 | |||
Unamortized Discount and Issuance Costs | (44,787) | (52,622) | |||
Carrying Amount | $ 665,213 | $ 657,378 | |||
8.750% Senior Secured Notes due August 2028 | Senior Notes | |||||
Debt Instrument [Line Items] | |||||
Debt instrument, interest rate, stated percentage | 8.75% | ||||
8.75% Senior Notes Due August 2028 | |||||
Debt Instrument [Line Items] | |||||
Debt instrument, interest rate, stated percentage | 8.75% |
Long-Term Debt - Schedule of Ma
Long-Term Debt - Schedule of Maturity of Debt (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Debt Disclosure [Abstract] | ||
2024 | $ 29,000 | |
2025 | 29,000 | |
2026 | 29,000 | |
2027 | 29,000 | |
2028 | 3,419,500 | |
2029 | 318,699 | |
Long-term debt | $ 3,854,199 | $ 3,930,041 |
Long-Term Debt - Schedule of Av
Long-Term Debt - Schedule of Availability Under Credit Facilities (Details) - Line of Credit - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Available | ||
Line of Credit Facility [Line Items] | ||
Available | $ 1,037,000 | $ 1,060,000 |
Available | Asset-based lending facility | ||
Line of Credit Facility [Line Items] | ||
Available | 850,000 | 850,000 |
Available | Cash Flow Revolver | ||
Line of Credit Facility [Line Items] | ||
Available | 92,000 | 115,000 |
Available | Revolver due April 2023 | ||
Line of Credit Facility [Line Items] | ||
Available | 23,000 | |
Available | Revolver due April 2026 | ||
Line of Credit Facility [Line Items] | ||
Available | 92,000 | |
Available | First-in-last-out tranche asset-based lending facility | ||
Line of Credit Facility [Line Items] | ||
Available | 95,000 | 95,000 |
Borrowings | ||
Line of Credit Facility [Line Items] | ||
Long-term line of credit | 0 | 0 |
Borrowings | Asset-based lending facility | ||
Line of Credit Facility [Line Items] | ||
Long-term line of credit | 0 | 0 |
Borrowings | Cash Flow Revolver | ||
Line of Credit Facility [Line Items] | ||
Long-term line of credit | 0 | 0 |
Borrowings | First-in-last-out tranche asset-based lending facility | ||
Line of Credit Facility [Line Items] | ||
Long-term line of credit | 0 | 0 |
Letters of Credit and Priority Payables | ||
Line of Credit Facility [Line Items] | ||
Long-term line of credit | 47,000 | 48,000 |
Letters of Credit and Priority Payables | Asset-based lending facility | ||
Line of Credit Facility [Line Items] | ||
Long-term line of credit | 47,000 | 48,000 |
Letters of Credit and Priority Payables | Cash Flow Revolver | ||
Line of Credit Facility [Line Items] | ||
Long-term line of credit | 0 | 0 |
Letters of Credit and Priority Payables | First-in-last-out tranche asset-based lending facility | ||
Line of Credit Facility [Line Items] | ||
Long-term line of credit | $ 0 | $ 0 |
Long-Term Debt - Merger Transac
Long-Term Debt - Merger Transaction (Narrative) (Details) - USD ($) | Jul. 25, 2022 | Apr. 12, 2018 |
Line of Credit Facility [Line Items] | ||
Proceeds from lines of credit | $ 1,000,000,000 | |
8.750% Senior Secured Notes due August 2028 | ||
Line of Credit Facility [Line Items] | ||
Debt instrument, interest rate, stated percentage | 8.75% | |
8.750% Senior Secured Notes due August 2028 | Senior Notes | ||
Line of Credit Facility [Line Items] | ||
Aggregate principal amount | $ 710,000,000 | |
Debt instrument, interest rate, stated percentage | 8.75% | |
Secured Debt | Side Car Term Loan Facility | Line of Credit | ||
Line of Credit Facility [Line Items] | ||
Aggregate principal amount | $ 300,000,000 | |
Borrowings | ABL Credit Agreement | Line of Credit | ||
Line of Credit Facility [Line Items] | ||
Available credit facility amount | 611,000,000 | |
Borrowings | ABL Facility | Line of Credit | ||
Line of Credit Facility [Line Items] | ||
Available credit facility amount | 850,000,000 | |
Borrowings | ABL FILO Facility | Line of Credit | ||
Line of Credit Facility [Line Items] | ||
Accordion feature, increase limit | $ 95,000,000 | $ 95,000,000 |
Long-Term Debt - Term Loan Faci
Long-Term Debt - Term Loan Facility due April 2028 and Cash Flow Revolver (Narrative) (Details) | 1 Months Ended |
Apr. 30, 2018 USD ($) | |
Term Loan Facility | |
Debt Instrument [Line Items] | |
Discount rate (as a percent) | 0.50% |
Quarterly amortization installment percentage factor | 1% |
Mandatory prepayment, percentage of annual excess cash flow | 50% |
Covenant compliance, excess cash flow, minimum | $ 10,000,000 |
Term Loan Facility | Minimum | Leverage Ratio Target Achieve | |
Debt Instrument [Line Items] | |
Mandatory prepayment, percentage of annual excess cash flow | 25% |
Term Loan Facility | Maximum | Leverage Ratio Target Achieve | |
Debt Instrument [Line Items] | |
Mandatory prepayment, percentage of annual excess cash flow | 0% |
Term Loan Facility | Secured Overnight Financing Rate | |
Debt Instrument [Line Items] | |
Credit spread adjustment | 0.10% |
Spread on variable rate, floor | 0.50% |
Basis spread on variable rate | 3.25% |
Term Loan Facility | Base Rate | |
Debt Instrument [Line Items] | |
Basis spread on variable rate | 2.25% |
Term Loan Facility | Ply Gem | |
Debt Instrument [Line Items] | |
Aggregate principal amount | $ 2,600,000,000 |
Cash Flow Revolver | Minimum | Commitment Fee Percentage One | |
Debt Instrument [Line Items] | |
Unused commitment fee, as a percent | 0.25% |
Cash Flow Revolver | Maximum | Commitment Fee Percentage One | |
Debt Instrument [Line Items] | |
Unused commitment fee, as a percent | 0.50% |
Cash Flow Revolver | Secured Overnight Financing Rate | |
Debt Instrument [Line Items] | |
Credit spread adjustment | 0.10% |
Spread on variable rate, floor | 0% |
Cash Flow Revolver | Secured Overnight Financing Rate | Minimum | |
Debt Instrument [Line Items] | |
Basis spread on variable rate | 2.50% |
Cash Flow Revolver | Secured Overnight Financing Rate | Maximum | |
Debt Instrument [Line Items] | |
Basis spread on variable rate | 3% |
Cash Flow Revolver | Base Rate | Minimum | |
Debt Instrument [Line Items] | |
Basis spread on variable rate | 1.50% |
Cash Flow Revolver | Base Rate | Maximum | |
Debt Instrument [Line Items] | |
Basis spread on variable rate | 2% |
Cash Flow Revolver | Ply Gem | |
Debt Instrument [Line Items] | |
Available credit facility amount | $ 115,000,000 |
Long-Term Debt - ABL Facility d
Long-Term Debt - ABL Facility due July 2027 (Narrative) (Details) - USD ($) | Apr. 12, 2018 | Jul. 25, 2022 |
ABL Facility | Minimum | Commitment Fee Percentage One | ||
Debt Instrument [Line Items] | ||
Unused commitment fee, as a percent | 0.25% | |
ABL Facility | Secured Overnight Financing Rate | ||
Debt Instrument [Line Items] | ||
Spread on variable rate, floor | 0% | |
ABL Facility | Secured Overnight Financing Rate | Minimum | ||
Debt Instrument [Line Items] | ||
Basis spread on variable rate | 1.25% | |
ABL Facility | Secured Overnight Financing Rate | Maximum | ||
Debt Instrument [Line Items] | ||
Basis spread on variable rate | 1.75% | |
ABL Facility | Base Rate | Minimum | ||
Debt Instrument [Line Items] | ||
Basis spread on variable rate | 0.25% | |
ABL Facility | Base Rate | Maximum | ||
Debt Instrument [Line Items] | ||
Basis spread on variable rate | 0.75% | |
ABL FILO Facility | Minimum | Commitment Fee Percentage One | ||
Debt Instrument [Line Items] | ||
Unused commitment fee, as a percent | 0.25% | |
ABL FILO Facility | Secured Overnight Financing Rate | Line of Credit | ||
Debt Instrument [Line Items] | ||
Spread on variable rate, floor | 0% | |
ABL FILO Facility | Secured Overnight Financing Rate | Minimum | Line of Credit | ||
Debt Instrument [Line Items] | ||
Basis spread on variable rate | 2.25% | |
ABL FILO Facility | Secured Overnight Financing Rate | Maximum | Line of Credit | ||
Debt Instrument [Line Items] | ||
Basis spread on variable rate | 2.75% | |
ABL FILO Facility | Base Rate | Minimum | Line of Credit | ||
Debt Instrument [Line Items] | ||
Basis spread on variable rate | 1.25% | |
ABL FILO Facility | Base Rate | Maximum | Line of Credit | ||
Debt Instrument [Line Items] | ||
Basis spread on variable rate | 1.75% | |
Borrowings | ABL Facility | Line of Credit | ||
Debt Instrument [Line Items] | ||
Available credit facility amount | $ 850,000,000 | |
Borrowings | ABL FILO Facility | Line of Credit | ||
Debt Instrument [Line Items] | ||
Accordion feature, increase limit | $ 95,000,000 | $ 95,000,000 |
Borrowings | ABL Facility | ||
Debt Instrument [Line Items] | ||
Available credit facility amount | $ 850,000,000 |
Long-Term Debt - Side Car Term
Long-Term Debt - Side Car Term Loan Facility due August 2028 (Narrative) (Details) - Secured Debt - Side Car Term Loan Facility | Jul. 25, 2022 USD ($) |
Secured Overnight Financing Rate | |
Debt Instrument [Line Items] | |
Basis spread on variable rate | 5.625% |
Spread on variable rate, floor | 0.50% |
Base Rate | |
Debt Instrument [Line Items] | |
Basis spread on variable rate | 4.625% |
Line of Credit | |
Debt Instrument [Line Items] | |
Aggregate principal amount | $ 300,000,000 |
Quarterly installment payment, percentage factor | 1% |
Long-Term Debt - 6.125% Senior
Long-Term Debt - 6.125% Senior Notes due January 2029 (Narrative) (Details) - USD ($) | Dec. 31, 2023 | Jul. 31, 2022 | Jul. 25, 2022 | Sep. 24, 2020 |
6.125% Senior Notes due January 2029 | ||||
Debt Instrument [Line Items] | ||||
Debt instrument, interest rate, stated percentage | 6.125% | 6.125% | 6.125% | |
6.125% Senior Notes due January 2029 | Senior Notes | ||||
Debt Instrument [Line Items] | ||||
Aggregate principal amount | $ 500,000,000 | |||
8.750% Senior Secured Notes due August 2028 | ||||
Debt Instrument [Line Items] | ||||
Debt instrument, interest rate, stated percentage | 8.75% | |||
8.750% Senior Secured Notes due August 2028 | Senior Notes | ||||
Debt Instrument [Line Items] | ||||
Aggregate principal amount | $ 710,000,000 | |||
Debt instrument, interest rate, stated percentage | 8.75% |
Long-Term Debt - 8.750% Senior
Long-Term Debt - 8.750% Senior Secured Notes due August 2028 (Narrative) (Details) - USD ($) | Dec. 31, 2023 | Jul. 31, 2022 | Jul. 25, 2022 | Sep. 24, 2020 |
8.750% Senior Secured Notes due August 2028 | ||||
Debt Instrument [Line Items] | ||||
Debt instrument, interest rate, stated percentage | 8.75% | |||
8.750% Senior Secured Notes due August 2028 | Senior Notes | ||||
Debt Instrument [Line Items] | ||||
Aggregate principal amount | $ 710,000,000 | |||
Debt instrument, interest rate, stated percentage | 8.75% | |||
6.125% Senior Notes due January 2029 | ||||
Debt Instrument [Line Items] | ||||
Debt instrument, interest rate, stated percentage | 6.125% | 6.125% | 6.125% | |
6.125% Senior Notes due January 2029 | Senior Notes | ||||
Debt Instrument [Line Items] | ||||
Aggregate principal amount | $ 500,000,000 |
Long-Term Debt - Repurchase of
Long-Term Debt - Repurchase of 6.125% Senior Notes (Narrative) (Details) - USD ($) $ in Thousands | 5 Months Ended | 7 Months Ended | 12 Months Ended | |||
Dec. 31, 2022 | Jul. 24, 2022 | Dec. 31, 2023 | Dec. 31, 2021 | Jul. 31, 2022 | Sep. 24, 2020 | |
Debt Instrument [Line Items] | ||||||
Repurchases of senior notes | $ 23,180 | $ 70,560 | $ 33,885 | $ 670,800 | ||
6.125% Senior Notes due January 2029 | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument, interest rate, stated percentage | 6.125% | 6.125% | 6.125% | |||
6.125% Senior Notes due January 2029 | Senior Notes | ||||||
Debt Instrument [Line Items] | ||||||
Aggregate principal amount repurchased in period | $ 46,800 | |||||
Repurchases of senior notes | 33,900 | |||||
Recognized loss | $ 200 |
Long-Term Debt - Covenant Compl
Long-Term Debt - Covenant Compliance (Narrative) (Details) - ABL Credit Agreement - Line of Credit | 12 Months Ended |
Dec. 31, 2023 day | |
Debt Instrument [Line Items] | |
Covenant, fixed charge coverage ratio, minimum | 1 |
Covenant, specified availability (less than) | 10% |
Trading days | 20 |
Covenant, secured leverage ratio, maximum | 7.75 |
Long-Term Debt - Schedule of In
Long-Term Debt - Schedule of Interest Rate Swap Agreement (Details) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
May 2019 Swap | ||
Debt Instrument [Line Items] | ||
Notional amount | $ 500,000,000 | |
Fixed rate paid | 2.168% | |
May 2019 Swap | Other assets, net | ||
Debt Instrument [Line Items] | ||
Asset | $ 0 | $ 0 |
May 2019 Swap | Other current assets | ||
Debt Instrument [Line Items] | ||
Asset | 7,000,000 | |
May 2019 Swap | Other current liabilities | ||
Debt Instrument [Line Items] | ||
Liabilities | 0 | |
April 2021 Swaps | ||
Debt Instrument [Line Items] | ||
Notional amount | $ 1,500,000,000 | |
Fixed rate paid | 2.0038% | |
April 2021 Swaps | Other assets, net | ||
Debt Instrument [Line Items] | ||
Asset | $ 64,704,000 | 95,361,000 |
April 2021 Swaps | Other current assets | ||
Debt Instrument [Line Items] | ||
Asset | 0 | |
April 2021 Swaps | Other current liabilities | ||
Debt Instrument [Line Items] | ||
Liabilities | $ 7,000,000 |
Employee Benefit Plans - Narrat
Employee Benefit Plans - Narrative (Details) $ in Millions | 5 Months Ended | 7 Months Ended | 12 Months Ended | ||
Dec. 31, 2022 USD ($) | Jul. 24, 2022 USD ($) | Dec. 31, 2023 USD ($) | Dec. 31, 2021 USD ($) | Jun. 28, 2022 plan | |
Defined Benefit Plan Disclosure [Line Items] | |||||
Allocated share-based compensation expense, net of tax | $ 6.6 | $ 10.2 | $ 16.1 | $ 16.3 | |
Pension Plan | |||||
Defined Benefit Plan Disclosure [Line Items] | |||||
Number of defined benefit plans | plan | 2 | ||||
Defined benefit plan, expected future benefit payments, next fiscal year | $ 2.5 |
Employee Benefit Plans - Schedu
Employee Benefit Plans - Schedule of Weighted Average Actuarial Assumptions Used to Determine Benefit Obligations (Details) | Dec. 31, 2023 | Dec. 31, 2022 |
Pension Plan | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Discount rate | 5.70% | 5.45% |
Employee Benefit Plans - Sche_2
Employee Benefit Plans - Schedule of Weighted Average Actuarial Assumptions Used to Determine Net Periodic Benefit Cost (Details) - Pension Plan | 5 Months Ended | 7 Months Ended | 12 Months Ended |
Dec. 31, 2022 | Jul. 24, 2022 | Dec. 31, 2023 | |
Defined Benefit Plan Disclosure [Line Items] | |||
Discount rate | 4.40% | 2.85% | 5.30% |
Expected return on plan assets | 5.16% | 4.85% | 5.17% |
Employee Benefit Plans - Sche_3
Employee Benefit Plans - Schedule of Changes in Projected Benefit Obligation (Details) - Pension Plan - USD ($) $ in Thousands | 5 Months Ended | 7 Months Ended | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2022 | Jul. 24, 2022 | Dec. 31, 2023 | Dec. 31, 2021 | |
Defined Benefit Plan, Change in Benefit Obligation [Roll Forward] | |||||
Beginning of period | $ 70,676 | $ 70,676 | $ 97,134 | $ 63,464 | |
Service cost | 0 | 0 | 23 | 0 | $ 54 |
Interest cost | 1,254 | 1,254 | 1,529 | 2,486 | 2,542 |
Benefits paid | (2,607) | (3,339) | (3,360) | ||
Settlements | 0 | 0 | (27,097) | ||
Actuarial gains | (5,859) | (13,523) | (51) | ||
Divestitures | 0 | (11,148) | 0 | ||
End of period | 63,464 | 63,464 | 70,676 | 35,442 | $ 97,134 |
Accumulated benefit obligation at end of period | $ 63,464 | $ 63,464 | $ 70,676 | $ 35,442 |
Employee Benefit Plans - Sche_4
Employee Benefit Plans - Schedule of Changes in Plan Assets (Details) - Pension Plan - USD ($) $ in Thousands | 5 Months Ended | 7 Months Ended | 12 Months Ended |
Dec. 31, 2022 | Jul. 24, 2022 | Dec. 31, 2023 | |
Defined Benefit Plan, Change in Benefit Obligation [Roll Forward] | |||
Beginning of period | $ 63,627 | $ 98,954 | $ 56,737 |
Actual return on plan assets | (4,284) | (16,524) | 1,335 |
Benefits paid | (2,606) | (3,339) | (3,360) |
Settlements | 0 | 0 | (27,098) |
Divestitures | 0 | (15,464) | 0 |
End of period | 56,737 | 63,627 | 27,614 |
Funded status at end of period | (6,727) | $ (7,049) | (7,828) |
Amounts recognized on the Consolidated Balance Sheets - Noncurrent liabilities | $ (6,727) | $ (7,828) |
Employee Benefit Plans - Sche_5
Employee Benefit Plans - Schedule of Weighted Average Asset Allocations by Asset Category (Details) - Pension Plan | Dec. 31, 2023 | Dec. 31, 2022 |
Defined Benefit Plan Disclosure [Line Items] | ||
Actual plan asset allocations | 100% | 100% |
Equity securities | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Actual plan asset allocations | 38% | 38% |
Debt securities | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Actual plan asset allocations | 59% | 60% |
Real estate | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Actual plan asset allocations | 3% | 2% |
Employee Benefit Plans - Sche_6
Employee Benefit Plans - Schedule of Fair Values of Assets of Defined Benefit Plans (Details) - Pension Plan - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 | Jul. 25, 2022 | Jul. 24, 2022 | Dec. 31, 2021 |
Defined Benefit Plan Disclosure [Line Items] | |||||
Plan assets | $ 27,614 | $ 56,737 | $ 63,627 | $ 63,627 | $ 98,954 |
Level 1 | |||||
Defined Benefit Plan Disclosure [Line Items] | |||||
Plan assets | 14,539 | 29,421 | |||
Level 2 | |||||
Defined Benefit Plan Disclosure [Line Items] | |||||
Plan assets | 13,075 | 27,316 | |||
Cash and cash equivalents | |||||
Defined Benefit Plan Disclosure [Line Items] | |||||
Plan assets | 17 | 27 | |||
Cash and cash equivalents | Level 1 | |||||
Defined Benefit Plan Disclosure [Line Items] | |||||
Plan assets | 17 | 27 | |||
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 | 2,195 | 4,271 | |||
Growth funds | Level 1 | |||||
Defined Benefit Plan Disclosure [Line Items] | |||||
Plan assets | 2,195 | 4,271 | |||
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 | 762 | 1,395 | |||
Real estate funds | Level 1 | |||||
Defined Benefit Plan Disclosure [Line Items] | |||||
Plan assets | 762 | 1,395 | |||
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 | 1,994 | 4,217 | |||
Equity income funds | Level 1 | |||||
Defined Benefit Plan Disclosure [Line Items] | |||||
Plan assets | 1,994 | 4,217 | |||
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 | 4,440 | 9,036 | |||
Index funds | Level 1 | |||||
Defined Benefit Plan Disclosure [Line Items] | |||||
Plan assets | 4,440 | 9,036 | |||
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 | 1,817 | 3,795 | |||
International equity funds | Level 1 | |||||
Defined Benefit Plan Disclosure [Line Items] | |||||
Plan assets | 1,817 | 3,795 | |||
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 | 16,389 | 33,996 | |||
Fixed income funds | Level 1 | |||||
Defined Benefit Plan Disclosure [Line Items] | |||||
Plan assets | 3,314 | 6,680 | |||
Fixed income funds | Level 2 | |||||
Defined Benefit Plan Disclosure [Line Items] | |||||
Plan assets | $ 13,075 | $ 27,316 |
Employee Benefit Plans - Sche_7
Employee Benefit Plans - Schedule of Components of the Net Periodic Benefit Income (Details) - Pension Plan - USD ($) $ in Thousands | 5 Months Ended | 7 Months Ended | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2022 | Jul. 24, 2022 | Dec. 31, 2023 | Dec. 31, 2021 | |
Defined Benefit Plan Disclosure [Line Items] | |||||
Service cost | $ 0 | $ 0 | $ 23 | $ 0 | $ 54 |
Interest cost | $ 1,254 | 1,254 | 1,529 | 2,486 | 2,542 |
Expected return on assets | (1,316) | (2,650) | (2,100) | (5,439) | |
Amortization of prior service cost | 0 | 0 | 0 | 65 | |
Amortization of loss | 0 | 117 | 0 | 416 | |
Net periodic benefit income | $ (62) | $ (981) | $ 386 | $ (2,362) |
Employee Benefit Plans - Sche_8
Employee Benefit Plans - Schedule of Changes in Plan Assets and Benefit Obligation Recognized in OCI (Details) - Pension Plan - USD ($) $ in Thousands | 5 Months Ended | 7 Months Ended | 12 Months Ended | |
Dec. 31, 2022 | Jul. 24, 2022 | Dec. 31, 2023 | Dec. 31, 2021 | |
Defined Benefit Plan Disclosure [Line Items] | ||||
Net unrecognized actuarial loss (gain) | $ (278) | $ 9,966 | $ 439 | $ (6,479) |
Recognition of net actuarial loss due to settlement | 0 | 0 | (17) | 0 |
Amortization of net actuarial gain (loss) | 0 | 117 | 0 | (416) |
Amortization of prior service cost | 0 | 0 | 0 | (65) |
Total recognized in other comprehensive (loss) income | $ (278) | $ 10,083 | $ 422 | $ (6,960) |
Employee Benefit Plans - Sche_9
Employee Benefit Plans - Schedule of Expected Benefit Payments (Details) - Pension Plan $ in Thousands | Dec. 31, 2023 USD ($) |
Defined Benefit Plan Disclosure [Line Items] | |
2024 | $ 3,323 |
2025 | 3,259 |
2026 | 3,202 |
2027 | 3,136 |
2028 | 3,048 |
Thereafter | 13,960 |
Expected benefit payment | $ 29,928 |
Share-based Compensation - Narr
Share-based Compensation - Narrative (Details) - USD ($) $ in Millions | 5 Months Ended | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Period for recognition | 3 years 6 months | ||
Unrecognized share-based compensation expense | $ 35.7 | ||
Pre-Merger Awards | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Cash used to settle award | 97.5 | ||
Allocated share-based compensation expense | $ 21.9 | 16.6 | |
Unrecognized share-based compensation expense | 3.5 | ||
Pre-Merger Awards | Employee-Related Liabilities | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share-based liability to be cash settled | 27.6 | ||
Pre-Merger Awards | Other long-term liabilities | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share-based liability to be cash settled | $ 1.2 | ||
Incentive Unit | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Award vesting period | 5 years | ||
Granted (in shares) | 200,000 | 800,000 | |
Forfeited (in shares) | 100,000 | 0 | |
Allocated share-based compensation expense | $ 2.3 | $ 8.3 | |
Unrecognized share-based compensation expense | $ 32.2 | ||
Minimum | Performance Shares | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Award vesting period | 3 years | ||
Maximum | Performance Shares | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Award vesting period | 5 years |
Share-based Compensation - Sche
Share-based Compensation - Schedule of Compensation Cost for the Awards on a Straight-Line Basis (Details) - Incentive Unit - $ / shares | 5 Months Ended | 12 Months Ended |
Dec. 31, 2022 | Dec. 31, 2023 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Underlying price (in usd per share) | $ 100 | $ 100 |
Volatility rate | 45.50% | 45.20% |
Expected term (in years) | 6 years 1 month 6 days | 6 years 1 month 6 days |
Risk-free interest rate | 4.20% | 4.10% |
Income Taxes - Schedule of Comp
Income Taxes - Schedule of Components of Provision for Income Taxes (Details) - USD ($) $ in Thousands | 5 Months Ended | 7 Months Ended | 12 Months Ended | |
Dec. 31, 2022 | Jul. 24, 2022 | Dec. 31, 2023 | Dec. 31, 2021 | |
Current: | ||||
Federal | $ 14,096 | $ 148,371 | $ 63,036 | $ 219,379 |
State | 3,307 | 38,814 | 9,692 | 64,509 |
Foreign | 4,480 | 5,315 | 17,634 | 11,590 |
Total current | 21,883 | 192,500 | 90,362 | 295,478 |
Deferred: | ||||
Federal | (31,529) | (23,867) | (94,580) | (43,980) |
State | (5,632) | (4,637) | (33,605) | (18,363) |
Foreign | 205 | 1,818 | (5,567) | 2,833 |
Total deferred | (36,956) | (26,686) | (133,752) | (59,510) |
Effective tax rate | $ (15,073) | $ 165,814 | $ (43,390) | $ 235,968 |
Income Taxes - Schedule of Effe
Income Taxes - Schedule of Effective Income Tax Reconciliation (Details) | 5 Months Ended | 7 Months Ended | 12 Months Ended | |
Dec. 31, 2022 | Jul. 24, 2022 | Dec. 31, 2023 | Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | ||||
Federal income tax statutory rate | 21% | 21% | 21% | 21% |
State income taxes, net of federal income tax | 3.90% | 4% | 6.10% | 3.80% |
Non-deductible expenses | (1.10%) | 0.60% | 0.70% | 0.20% |
Foreign tax and other credits | 8.90% | (0.20%) | 2.30% | (1.60%) |
Section 1245 recapture | 0% | 0% | (2.10%) | 0% |
Uncertain tax positions | 0% | 0.10% | 1.30% | 0.60% |
Compensation related expenses | (3.50%) | 0.10% | (4.20%) | 0.30% |
Global intangible low-taxed income | (8.70%) | 0% | 0% | 0.90% |
State rate differential | 0% | 0% | 10.90% | 0% |
Foreign rate differential | (1.40%) | 0.20% | (2.20%) | 0.40% |
Other | 0.10% | (0.30%) | 2.70% | 0.60% |
Effective tax rate | 19.20% | 25.50% | 36.50% | 26.20% |
Income Taxes - Schedule of Defe
Income Taxes - Schedule of Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 | Jul. 25, 2022 | Jul. 24, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Deferred tax assets: | ||||||
Inventory obsolescence | $ 9,215 | $ 9,678 | ||||
Allowance for credit losses | 5,170 | 3,341 | ||||
Accrued and deferred compensation | 13,090 | 20,942 | ||||
Accrued insurance liability | 12,124 | 9,268 | ||||
Net operating loss and tax credit carryover | 15,102 | 27,211 | ||||
Defined benefit plans | 2,232 | 2,221 | ||||
Leases | 82,929 | 84,144 | ||||
Section 163(j) interest | 46,274 | 19,371 | ||||
Section 174 costs | 20,942 | 7,219 | ||||
Warranty liabilities | 39,860 | 42,843 | ||||
Other | 28,928 | 28,903 | ||||
Total deferred income tax assets | 275,866 | 255,141 | ||||
Valuation allowance | (1,578) | (3,158) | $ (3,006) | $ (12,630) | $ (15,634) | $ (11,996) |
Net deferred income tax assets | 274,288 | 251,983 | ||||
Deferred income tax liabilities: | ||||||
Intangible assets | (491,948) | (573,826) | ||||
Property-related items | (124,826) | (90,042) | ||||
Stock basis | (15,197) | (12,680) | ||||
Leases | (87,964) | (84,203) | ||||
Debt | (82,866) | (103,671) | ||||
Other | (24,672) | (38,612) | ||||
Total deferred income tax liabilities | (827,473) | (903,034) | ||||
Total deferred income tax liability, net | $ (553,185) | $ (651,051) |
Income Taxes - Narrative (Detai
Income Taxes - Narrative (Details) - USD ($) $ in Millions | 5 Months Ended | 7 Months Ended | 12 Months Ended | |
Dec. 31, 2022 | Jul. 24, 2022 | Dec. 31, 2023 | Dec. 31, 2021 | |
Schedule Of Income Tax [Line Items] | ||||
Operating loss carryforwards | $ 15.1 | |||
Unrecognized tax benefits, including interest and penalties | 16.8 | |||
Accrued interest and penalties related to uncertain tax positions | 4.7 | |||
Unrecognized tax benefits that would impact effective tax rate | 12.2 | |||
Effective tax rate interest and penalties | $ 0.2 | $ 0.6 | 1.4 | $ 0.2 |
Anticipated reversal of unrecognized tax benefits in next twelve months | 10.7 | |||
Federal | ||||
Schedule Of Income Tax [Line Items] | ||||
Operating loss carryforwards | 11.6 | |||
State | ||||
Schedule Of Income Tax [Line Items] | ||||
Operating loss carryforwards | 2.7 | |||
Foreign Tax Authority | ||||
Schedule Of Income Tax [Line Items] | ||||
Operating loss carryforwards | $ 0.8 |
Income Taxes - Schedule of Chan
Income Taxes - Schedule of Changes in Valuation Allowance on Deferred Taxes (Details) - USD ($) $ in Thousands | 5 Months Ended | 7 Months Ended | 12 Months Ended | |
Dec. 31, 2022 | Jul. 24, 2022 | Dec. 31, 2023 | Dec. 31, 2021 | |
SEC Schedule, 12-09, Movement in Valuation Allowances and Reserves [Roll Forward] | ||||
Beginning balance | $ 3,006 | $ 15,634 | $ 3,158 | $ 11,996 |
Additions (reductions) | 152 | (3,004) | (1,580) | 3,638 |
Ending balance | 3,158 | 12,630 | 1,578 | 15,634 |
Valuation allowance | 3,158 | $ 12,630 | $ 1,578 | $ 15,634 |
Acquisition-related Costs | ||||
SEC Schedule, 12-09, Movement in Valuation Allowances and Reserves [Roll Forward] | ||||
Beginning balance | $ 9,600 | |||
Valuation allowance |
Income Taxes - Schedule of Ch_2
Income Taxes - Schedule of Changes in Unrecognized Tax Benefits (Details) - USD ($) $ in Thousands | 5 Months Ended | 7 Months Ended | 12 Months Ended | |
Dec. 31, 2022 | Jul. 24, 2022 | Dec. 31, 2023 | Dec. 31, 2021 | |
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward] | ||||
Beginning balance | $ 14,928 | $ 14,845 | $ 14,756 | $ 9,403 |
Additions based on tax positions related to current year | 232 | 0 | 245 | 6,037 |
Additions (reductions) for tax positions of prior years | (52) | |||
Additions (reductions) for tax positions of prior years | 5 | 83 | 15 | |
Reductions resulting from expiration of statute of limitations | (409) | 0 | (2,799) | (610) |
Ending balance | $ 14,756 | $ 14,928 | $ 12,150 | $ 14,845 |
Fair Value of Financial Instr_2
Fair Value of Financial Instruments and Fair Value Measurements (Details) $ in Thousands | Dec. 31, 2023 USD ($) |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |
Short-term investments in deferred compensation plan | $ 1,930 |
Level 1 | |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |
Short-term investments in deferred compensation plan | 1,870 |
Level 2 | |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |
Short-term investments in deferred compensation plan | $ 60 |
Accumulated Other Comprehensi_3
Accumulated Other Comprehensive (Loss) Income (Details) - USD ($) $ in Thousands | 5 Months Ended | 7 Months Ended | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2022 | Jul. 24, 2022 | Dec. 31, 2023 | Dec. 31, 2021 | |
AOCI Attributable to Parent, Net of Tax [Roll Forward] | |||||
Beginning balance | $ 1,755,441 | $ 1,750,249 | $ 1,176,339 | $ 1,728,945 | $ 441,805 |
Other comprehensive (loss) income | 34,509 | 34,509 | 76,231 | (16,642) | 45,905 |
Ending balance | 1,728,945 | 1,728,945 | 1,750,249 | 1,644,870 | 1,176,339 |
Accumulated Other Comprehensive (Loss) Income | |||||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | |||||
Beginning balance | 0 | 70,619 | (5,612) | 34,509 | (51,517) |
Other comprehensive (loss) income | 34,509 | 76,231 | (16,642) | 45,905 | |
Ending balance | 34,509 | 34,509 | 70,619 | 17,867 | (5,612) |
Foreign Currency Translation Adjustment | |||||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | |||||
Beginning balance | 0 | 21,374 | 22,741 | (6,789) | |
Other comprehensive (loss) income | (6,789) | (1,367) | (2,764) | ||
Ending balance | (6,789) | (6,789) | 21,374 | (9,553) | 22,741 |
Unrealized (Loss) Gain on Derivative Instruments | |||||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | |||||
Beginning balance | 0 | 55,313 | (23,407) | 40,962 | |
Other comprehensive (loss) income | 40,962 | 78,720 | (14,362) | ||
Ending balance | 40,962 | 40,962 | 55,313 | 26,600 | (23,407) |
Unrecognized (Loss) Gain on Retirement Benefits | |||||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | |||||
Beginning balance | 0 | (4,946) | (4,946) | 336 | |
Other comprehensive (loss) income | 336 | 0 | 484 | ||
Ending balance | 336 | 336 | (4,946) | 820 | (4,946) |
Changes in Retirement Related Benefit Plans from Divestitures | |||||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | |||||
Beginning balance | 0 | (1,122) | 0 | 0 | |
Other comprehensive (loss) income | 0 | (1,122) | 0 | ||
Ending balance | $ 0 | $ 0 | $ (1,122) | $ 0 | $ 0 |
Reportable Segment and Geogra_3
Reportable Segment and Geographical Information - Schedule of Financial Data by Reportable Segments (Details) $ in Thousands | 5 Months Ended | 7 Months Ended | 12 Months Ended | |
Dec. 31, 2022 USD ($) | Jul. 24, 2022 USD ($) | Dec. 31, 2023 USD ($) segment | Dec. 31, 2021 USD ($) | |
Segment Reporting Information [Line Items] | ||||
Number of reportable segments | segment | 3 | |||
Total net sales | $ 2,744,148 | $ 3,736,084 | $ 5,402,434 | $ 5,583,137 |
Total reportable adjusted segment EBITDA | 384,301 | 555,718 | 883,530 | 828,695 |
Corporate and Other | (172,331) | 331,996 | (230,739) | 601,451 |
Depreciation and amortization | (130,153) | (166,177) | (412,597) | (292,901) |
Interest expense | (157,191) | (101,078) | (380,706) | (191,301) |
Foreign exchange gain (loss) | (4,809) | 686 | 6,768 | (3,749) |
(Loss) gain on extinguishment of debt | 474 | 28,354 | (184) | (42,234) |
Other income, net | 1,140 | 101 | 15,013 | 1,866 |
(Loss) income before income taxes | (78,569) | 649,600 | (118,915) | 901,827 |
Total depreciation and amortization expense | 130,153 | 166,177 | 412,597 | 292,901 |
Total capital expenditures | 98,008 | 64,848 | 193,935 | 114,715 |
Total property, plant and equipment, net | 618,064 | 889,103 | ||
Total assets | 7,193,650 | 6,933,341 | ||
Aperture Solutions | ||||
Segment Reporting Information [Line Items] | ||||
Total net sales | 1,246,411 | 1,643,619 | 2,476,870 | 2,322,277 |
Surface Solutions | ||||
Segment Reporting Information [Line Items] | ||||
Total net sales | 592,449 | 839,130 | 1,264,173 | 1,364,080 |
Shelter Solutions | ||||
Segment Reporting Information [Line Items] | ||||
Total net sales | 905,288 | 1,253,335 | 1,661,391 | 1,896,780 |
Operating Segments | Aperture Solutions | ||||
Segment Reporting Information [Line Items] | ||||
Total net sales | 1,246,411 | 1,643,619 | 2,476,870 | 2,322,277 |
Total reportable adjusted segment EBITDA | 149,433 | 202,682 | 336,095 | 239,491 |
Depreciation and amortization | (64,348) | (79,816) | (179,611) | (134,626) |
Total depreciation and amortization expense | 64,348 | 79,816 | 179,611 | 134,626 |
Total capital expenditures | 43,741 | 22,935 | 57,327 | 49,001 |
Total property, plant and equipment, net | 273,709 | 327,098 | ||
Total assets | 2,153,378 | 2,934,102 | ||
Operating Segments | Surface Solutions | ||||
Segment Reporting Information [Line Items] | ||||
Total net sales | 592,449 | 839,130 | 1,264,173 | 1,364,080 |
Total reportable adjusted segment EBITDA | 57,331 | 143,880 | 224,561 | 265,671 |
Depreciation and amortization | (52,621) | (65,225) | (88,597) | (116,660) |
Total depreciation and amortization expense | 52,621 | 65,225 | 88,597 | 116,660 |
Total capital expenditures | 13,470 | 17,304 | 49,926 | 33,198 |
Total property, plant and equipment, net | 167,096 | 205,338 | ||
Total assets | 2,099,244 | 2,268,443 | ||
Operating Segments | Shelter Solutions | ||||
Segment Reporting Information [Line Items] | ||||
Total net sales | 905,288 | 1,253,335 | 1,661,391 | 1,896,780 |
Total reportable adjusted segment EBITDA | 177,537 | 209,156 | 322,874 | 323,533 |
Depreciation and amortization | (10,291) | (18,016) | (139,481) | (36,282) |
Total depreciation and amortization expense | 10,291 | 18,016 | 139,481 | 36,282 |
Total capital expenditures | 28,909 | 16,153 | 74,561 | 16,934 |
Total property, plant and equipment, net | 139,382 | 345,207 | ||
Total assets | 973,718 | 1,111,679 | ||
Corporate | ||||
Segment Reporting Information [Line Items] | ||||
Depreciation and amortization | (2,893) | (3,120) | (4,908) | (5,333) |
Total depreciation and amortization expense | 2,893 | 3,120 | 4,908 | 5,333 |
Total capital expenditures | 11,888 | $ 8,456 | 12,121 | $ 15,582 |
Total property, plant and equipment, net | 37,877 | 11,460 | ||
Total assets | $ 1,967,310 | $ 619,117 |
Reportable Segment and Geogra_4
Reportable Segment and Geographical Information - Schedule of Net Sales Disaggregated by Reportable Segment (Details) - USD ($) $ in Thousands | 5 Months Ended | 7 Months Ended | 12 Months Ended | |
Dec. 31, 2022 | Jul. 24, 2022 | Dec. 31, 2023 | Dec. 31, 2021 | |
Segment Reporting Information [Line Items] | ||||
Total net sales | $ 2,744,148 | $ 3,736,084 | $ 5,402,434 | $ 5,583,137 |
Aperture Solutions | ||||
Segment Reporting Information [Line Items] | ||||
Total net sales | 1,246,411 | 1,643,619 | 2,476,870 | 2,322,277 |
Surface Solutions | ||||
Segment Reporting Information [Line Items] | ||||
Total net sales | 592,449 | 839,130 | 1,264,173 | 1,364,080 |
Shelter Solutions | ||||
Segment Reporting Information [Line Items] | ||||
Total net sales | 905,288 | 1,253,335 | 1,661,391 | 1,896,780 |
Vinyl windows | Aperture Solutions | ||||
Segment Reporting Information [Line Items] | ||||
Total net sales | 1,178,609 | 1,542,525 | 2,359,305 | 2,190,887 |
Aluminum windows | Aperture Solutions | ||||
Segment Reporting Information [Line Items] | ||||
Total net sales | 37,653 | 55,078 | 67,160 | 85,735 |
Other | Aperture Solutions | ||||
Segment Reporting Information [Line Items] | ||||
Total net sales | 30,149 | 46,016 | 50,405 | 45,655 |
Vinyl siding | Surface Solutions | ||||
Segment Reporting Information [Line Items] | ||||
Total net sales | 283,298 | 415,534 | 611,749 | 667,284 |
Metal | Surface Solutions | ||||
Segment Reporting Information [Line Items] | ||||
Total net sales | 136,851 | 185,097 | 329,363 | 293,427 |
Injection molded | Surface Solutions | ||||
Segment Reporting Information [Line Items] | ||||
Total net sales | 25,153 | 41,841 | 58,517 | 75,361 |
Stone | Surface Solutions | ||||
Segment Reporting Information [Line Items] | ||||
Total net sales | 42,706 | 51,904 | 74,326 | 87,948 |
Stone veneer installation and other | Surface Solutions | ||||
Segment Reporting Information [Line Items] | ||||
Total net sales | 104,441 | 144,754 | 190,218 | 240,060 |
Metal building products | Shelter Solutions | ||||
Segment Reporting Information [Line Items] | ||||
Total net sales | 905,288 | 1,140,259 | 1,661,391 | 1,473,662 |
Insulated metal panels | Shelter Solutions | ||||
Segment Reporting Information [Line Items] | ||||
Total net sales | 0 | 0 | 0 | 208,220 |
Metal coil coating | Shelter Solutions | ||||
Segment Reporting Information [Line Items] | ||||
Total net sales | $ 0 | $ 113,076 | $ 0 | $ 214,898 |
Reportable Segment and Geogra_5
Reportable Segment and Geographical Information - Schedule of Financial Data Attributable to Various Geographic Regions (Details) - USD ($) $ in Thousands | 5 Months Ended | 7 Months Ended | 12 Months Ended | |
Dec. 31, 2022 | Jul. 24, 2022 | Dec. 31, 2023 | Dec. 31, 2021 | |
Total net sales: | ||||
Total net sales | $ 2,744,148 | $ 3,736,084 | $ 5,402,434 | $ 5,583,137 |
Long-lived assets: | ||||
Total long-lived assets | 983,616 | 1,254,395 | ||
U.S. | ||||
Total net sales: | ||||
Total net sales | 2,537,101 | 3,466,127 | 4,983,912 | 5,132,085 |
Long-lived assets: | ||||
Total long-lived assets | 891,122 | 1,130,197 | ||
Canada | ||||
Total net sales: | ||||
Total net sales | 199,466 | 261,796 | 415,134 | 422,867 |
Long-lived assets: | ||||
Total long-lived assets | 81,516 | 104,960 | ||
All other | ||||
Total net sales: | ||||
Total net sales | 7,581 | $ 8,161 | 3,388 | $ 28,185 |
Long-lived assets: | ||||
Total long-lived assets | $ 10,978 | $ 19,238 |
Commitments and Contingencies (
Commitments and Contingencies (Details) $ in Millions | 1 Months Ended | |||
Jan. 31, 2023 complaint | Mar. 31, 2022 USD ($) | Dec. 31, 2023 USD ($) | Dec. 31, 2022 USD ($) | |
Environmental Matters | ||||
Loss Contingencies [Line Items] | ||||
Liability accrual | $ 8.8 | $ 8.8 | ||
Voigt vs. C D R Case | ||||
Loss Contingencies [Line Items] | ||||
Proceeds from the stipulation | $ 76.5 | |||
CD&R Merger | ||||
Loss Contingencies [Line Items] | ||||
Number of complaints filed | complaint | 2 |
Earnings Per Common Share (Deta
Earnings Per Common Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 5 Months Ended | 7 Months Ended | 12 Months Ended | |
Dec. 31, 2022 | Jul. 24, 2022 | Dec. 31, 2023 | Dec. 31, 2021 | |
Weighted average number of common shares outstanding: | ||||
Net income (loss) applicable to common shares, basic | $ (63,496) | $ 480,211 | $ (75,525) | $ 658,044 |
Net income (loss) applicable to common shares, diluted | $ 480,211 | $ 658,044 | ||
Denominator for Basic and Diluted Earnings Per Common Share: | ||||
Weighted average basic number of common shares outstanding (in shares) | 127,316 | 126,058 | ||
Weighted average diluted number of common shares outstanding (in shares) | 128,894 | 126,795 | ||
Basic earnings (loss) per common share (in usd per share) | $ 3.77 | $ 5.22 | ||
Diluted earnings (loss) per common share (in dollars per share) | $ 3.73 | $ 5.19 | ||
Incentive Plan securities excluded from dilution (in shares) | 30 | 275 | ||
Employee stock options | ||||
Denominator for Basic and Diluted Earnings Per Common Share: | ||||
Employee stock options (in shares) | 1,578 | 737 |
Supplemental Cash Flow Inform_3
Supplemental Cash Flow Information (Details) - USD ($) $ in Thousands | 5 Months Ended | 7 Months Ended | 12 Months Ended | |
Dec. 31, 2022 | Jul. 24, 2022 | Dec. 31, 2023 | Dec. 31, 2021 | |
Supplemental cash flow information: | ||||
Interest paid, net of amounts capitalized | $ 73,726 | $ 103,074 | $ 287,143 | $ 178,330 |
Income taxes paid (refunded) | 187,777 | 56,243 | 36,316 | 267,399 |
Supplemental non-cash investing and financing activities: | ||||
Pushdown fair value adjustments | $ 1,522,432 | $ 0 | $ 0 | $ 0 |
Subsequent Events (Details)
Subsequent Events (Details) - Subsequent Event $ in Millions | 1 Months Ended |
Jan. 31, 2024 USD ($) shares | |
Subsequent Event [Line Items] | |
Payment of dividend | $ | $ 231.6 |
Camelot Return Parent, LLC | CD&R Pisces Holdings, L.P. | |
Subsequent Event [Line Items] | |
Number of shares redeemed (in shares) | shares | 1,950,000 |