Cover
Cover | 6 Months Ended |
Jun. 29, 2024 shares | |
Cover [Abstract] | |
Document Type | 10-Q |
Document Quarterly Report | true |
Document Period End Date | Jun. 29, 2024 |
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 Current Reporting Status | No |
Entity Interactive Data Current | Yes |
Entity Filer Category | Non-accelerated Filer |
Entity Small Business | false |
Entity Emerging Growth Company | false |
Entity Shell Company | false |
Entity Common Stock, Shares Outstanding | 0 |
Entity Central Index Key | 0000883902 |
Current Fiscal Year End Date | --12-31 |
Document Fiscal Year Focus | 2024 |
Document Fiscal Period Focus | Q2 |
Amendment Flag | false |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF LOSS - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 29, 2024 | Jul. 01, 2023 | Jun. 29, 2024 | Jul. 01, 2023 | |
Income Statement [Abstract] | ||||
Net sales | $ 1,364,302 | $ 1,428,218 | $ 2,509,989 | $ 2,707,306 |
Cost of sales | 1,047,171 | 1,130,381 | 1,959,302 | 2,127,608 |
Gross profit | 317,131 | 297,837 | 550,687 | 579,698 |
Selling, general and administrative expenses | 247,029 | 247,006 | 487,874 | 474,807 |
Income from operations | 70,102 | 50,831 | 62,813 | 104,891 |
Interest expense | (106,747) | (92,314) | (201,567) | (186,425) |
Foreign exchange (loss) gain | (2,773) | 4,430 | (6,786) | 6,447 |
Gain (loss) on extinguishment of debt | 0 | 379 | 0 | (184) |
Other income, net | 673 | 3,632 | 3,556 | 4,805 |
Loss before income taxes | (38,745) | (33,042) | (141,984) | (70,466) |
Income tax benefit | (31,524) | (10,716) | (16,190) | (19,325) |
Net loss | $ (7,221) | $ (22,326) | $ (125,794) | $ (51,141) |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 29, 2024 | Jul. 01, 2023 | Jun. 29, 2024 | Jul. 01, 2023 | |
Statement of Comprehensive Income [Abstract] | ||||
Net loss | $ (7,221) | $ (22,326) | $ (125,794) | $ (51,141) |
Other comprehensive (loss) income, net of tax: | ||||
Foreign exchange translation (loss) gain | (89) | 483 | (2,270) | (480) |
Unrealized (loss) gain on derivative instruments, net of income tax of $592 , $(4,573), $(1,892) and $(1,219) | (2,020) | 14,854 | 6,294 | 3,962 |
Other comprehensive (loss) income | (2,109) | 15,337 | 4,024 | 3,482 |
Comprehensive loss | $ (9,330) | $ (6,989) | $ (121,770) | $ (47,659) |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 29, 2024 | Jul. 01, 2023 | Jun. 29, 2024 | Jul. 01, 2023 | |
Statement of Comprehensive Income [Abstract] | ||||
Unrealized (loss) gain on derivative instruments, tax | $ 592 | $ (4,573) | $ (1,892) | $ (1,219) |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Jun. 29, 2024 | Dec. 31, 2023 |
Current assets: | ||
Cash and cash equivalents | $ 122,299 | $ 468,877 |
Accounts receivable, net | 699,714 | 596,621 |
Inventories | 619,185 | 496,839 |
Other current assets | 77,553 | 73,987 |
Total current assets | 1,518,751 | 1,636,324 |
Property, plant and equipment, net | 930,791 | 889,103 |
Lease right-of-use assets | 537,024 | 365,292 |
Goodwill | 1,959,830 | 1,681,764 |
Intangible assets, net | 2,341,265 | 2,286,068 |
Other assets, net | 83,010 | 74,790 |
Total assets | 7,370,671 | 6,933,341 |
Current liabilities: | ||
Current portion of long-term debt | 31,500 | 29,000 |
Short-term borrowings | 160,000 | 0 |
Current portion of lease liabilities | 79,920 | 64,711 |
Accounts payable | 255,921 | 255,227 |
Accrued income and other taxes | 73,354 | 57,058 |
Employee-related liabilities | 82,551 | 113,081 |
Rebates, warranties and other customer-related liabilities | 168,633 | 151,990 |
Other current liabilities | 139,627 | 129,327 |
Total current liabilities | 991,506 | 800,394 |
Long-term debt | 3,901,852 | 3,382,550 |
Long-term lease liabilities | 427,309 | 287,304 |
Deferred income tax liabilities | 489,914 | 556,935 |
Other long-term liabilities | 265,838 | 261,288 |
Total liabilities | 6,076,419 | 5,288,471 |
Commitments and contingencies (Note 13) | ||
Equity: | ||
Common stock, $0.01 par value, 1,000 shares authorized, issued and outstanding at June 29, 2024 and December 31, 2023 | 0 | 0 |
Additional paid-in capital | 1,537,176 | 1,766,024 |
Accumulated deficit | (264,815) | (139,021) |
Accumulated other comprehensive income | 21,891 | 17,867 |
Total equity | 1,294,252 | 1,644,870 |
Total liabilities and equity | $ 7,370,671 | $ 6,933,341 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Jun. 29, 2024 | Dec. 31, 2023 |
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 |
CONDENSED CONSOLIDATED STATEM_4
CONDENSED CONSOLIDATED STATEMENTS OF EQUITY - USD ($) $ in Thousands | Total | Common Stock | Additional Paid-In Capital | Accumulated Deficit | Accumulated Other Comprehensive Income |
Beginning balance (in shares) at Dec. 31, 2022 | 1,000 | ||||
Beginning balance at Dec. 31, 2022 | $ 1,728,945 | $ 0 | $ 1,757,932 | $ (63,496) | $ 34,509 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Other comprehensive (loss) income | 3,482 | 3,482 | |||
Share-based compensation | 4,977 | 4,977 | |||
Other | (170) | (170) | |||
Net (loss) income | (51,141) | (51,141) | |||
Ending balance (in shares) at Jul. 01, 2023 | 1,000 | ||||
Ending balance at Jul. 01, 2023 | 1,686,093 | $ 0 | 1,762,739 | (114,637) | 37,991 |
Beginning balance (in shares) at Apr. 01, 2023 | 1,000 | ||||
Beginning balance at Apr. 01, 2023 | 1,690,597 | $ 0 | 1,760,254 | (92,311) | 22,654 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Other comprehensive (loss) income | 15,337 | 15,337 | |||
Share-based compensation | 2,485 | 2,485 | |||
Net (loss) income | (22,326) | (22,326) | |||
Ending balance (in shares) at Jul. 01, 2023 | 1,000 | ||||
Ending balance at Jul. 01, 2023 | $ 1,686,093 | $ 0 | 1,762,739 | (114,637) | 37,991 |
Beginning balance (in shares) at Dec. 31, 2023 | 1,000 | 1,000 | |||
Beginning balance at Dec. 31, 2023 | $ 1,644,870 | $ 0 | 1,766,024 | (139,021) | 17,867 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Other comprehensive (loss) income | 4,024 | 4,024 | |||
Share-based compensation | 2,777 | 2,777 | |||
Dividend to Parent | (231,625) | (231,625) | |||
Net (loss) income | $ (125,794) | (125,794) | |||
Ending balance (in shares) at Jun. 29, 2024 | 1,000 | 1,000 | |||
Ending balance at Jun. 29, 2024 | $ 1,294,252 | $ 0 | 1,537,176 | (264,815) | 21,891 |
Beginning balance (in shares) at Mar. 30, 2024 | 1,000 | ||||
Beginning balance at Mar. 30, 2024 | 1,302,397 | $ 0 | 1,535,991 | (257,594) | 24,000 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Other comprehensive (loss) income | (2,109) | (2,109) | |||
Share-based compensation | 1,185 | 1,185 | |||
Net (loss) income | $ (7,221) | (7,221) | |||
Ending balance (in shares) at Jun. 29, 2024 | 1,000 | 1,000 | |||
Ending balance at Jun. 29, 2024 | $ 1,294,252 | $ 0 | $ 1,537,176 | $ (264,815) | $ 21,891 |
CONDENSED CONSOLIDATED STATEM_5
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 29, 2024 | Jul. 01, 2023 | |
Cash flows from operating activities: | ||
Net loss | $ (125,794) | $ (51,141) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 192,855 | 237,824 |
Amortization of debt issuance costs, debt discount and fair values | 48,369 | 44,955 |
Share-based compensation expense | 2,777 | 4,977 |
Non-cash lease expense | 2,957 | 4,391 |
Loss on extinguishment of debt | 0 | 184 |
Loss (gain) on sale of assets | 2,242 | (5) |
Amortization of inventory and other fair value step ups | 1,180 | 0 |
Change in fair value of contingent consideration | 1,443 | 0 |
Unrealized loss (gain) on foreign currency exchange rates | 6,786 | (2,200) |
Provision for credit losses | 3,024 | 3,858 |
Deferred income taxes | (98,410) | (89,458) |
Changes in operating assets and liabilities, net of effect of acquisitions: | ||
Accounts receivable | (88,509) | (57,882) |
Inventories | (106,718) | 17,206 |
Income taxes | 15,011 | 27,404 |
Prepaid expenses and other current assets | (5,318) | 12,576 |
Accounts payable | (8,258) | (24,370) |
Accrued expenses | (41,120) | (97,612) |
Other, net | (8,977) | (9,582) |
Net cash flows from operating activities | (206,460) | 21,125 |
Cash flows from investing activities: | ||
Acquisitions, net of cash acquired | (450,995) | 0 |
Capital expenditures | (102,076) | (79,100) |
Proceeds from sale of property, plant and equipment | 3,075 | 0 |
Net cash flows from investing activities | (549,996) | (79,100) |
Cash flows from financing activities: | ||
Proceeds from short-term borrowings | 650,000 | 0 |
Repayments of short-term borrowings | (490,000) | 0 |
Proceeds from term loans | 500,000 | 0 |
Payments on term loans | (14,500) | (14,500) |
Repurchases of senior notes | 0 | (33,885) |
Payments of financing costs | (5,312) | 0 |
Dividend payment to parent | (231,625) | 0 |
Net cash flows from financing activities | 408,563 | (48,385) |
Effect of exchange rate changes on cash and cash equivalents | 1,315 | (2,063) |
Net decrease in cash and cash equivalents | (346,578) | (108,423) |
Cash and cash equivalents at beginning of period | 468,877 | 553,551 |
Cash and cash equivalents cash at end of period | $ 122,299 | $ 445,128 |
Basis of Presentation
Basis of Presentation | 6 Months Ended |
Jun. 29, 2024 | |
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 into three reportable segments: Aperture Solutions, Surface Solutions and Shelter Solutions. Basis of Presentation The accompanying Condensed 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”). These Condensed Consolidated Financial Statements have been prepared in accordance with the Company's accounting policies and on the same basis as those financial statements included in the Company’s latest Annual Report on Form 10-K for the year ended December 31, 2023 and should be read in conjunction with those Consolidated Financial Statements and the Notes thereto. Certain disclosures normally included in the Company’s Consolidated Financial Statements prepared in accordance with U.S. GAAP have been omitted on a basis consistent with the rules and regulations of the SEC. The accompanying Condensed 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 significant intercompany accounts and transactions have been eliminated in consolidation. |
Significant Accounting Policies
Significant Accounting Policies | 6 Months Ended |
Jun. 29, 2024 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies | Significant Accounting Policies Summary of 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 Condensed 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 Condensed Consolidated Financial Statements. Cash and Cash Equivalents Cash and cash equivalents mainly consist of highly liquid, unrestricted savings, checking, money market funds with original maturities of less than three months and other bank accounts. The following table sets forth the components of cash and cash equivalents: June 29, 2024 December 31, 2023 Cash $ 122,299 $ 228,975 Money market funds (Level 1 securities) — 239,902 Total cash and cash equivalents $ 122,299 $ 468,877 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 Condensed Consolidated Statements of Loss. 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 Company’s allowance for expected credit losses was $5.8 million and $9.6 million at June 29, 2024 and December 31, 2023. Fair Value Measurements The carrying amounts of cash and cash equivalents, trade accounts receivable and accounts payable approximate fair value as of June 29, 2024 and December 31, 2023 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. In connection with certain business acquisitions, the Company periodically enters into agreements that require us to pay additional consideration to the relevant seller. These payments are contingent on the achievement of specified EBITDA targets in periods subsequent to the acquisition. The fair value of contingent consideration is based on unobservable, or Level 3, inputs including a probability-weighted average payout approach. Contingent consideration obligations are measured at fair value each reporting period and any adjustments to fair value are recognized in earnings in the period they are identified. The Company has not made any changes to the methods used to determine the fair value of its contingent consideration obligations. Recent Accounting Pronouncements In November 2023, the FASB issued Accounting Standards Update (“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. |
Acquisitions
Acquisitions | 6 Months Ended |
Jun. 29, 2024 | |
Business Combination, Asset Acquisition, and Joint Venture Formation [Abstract] | |
Acquisitions | Acquisitions Acquisitions Completed during the Current Year In July 2024, the Company completed the acquisition of Mueller Supply Company, Inc. (“Mueller”) for a purchase price of $497.1 million, including a base purchase price of $475.0 million, as well as closing date cash and working capital. The transaction is subject to certain customary adjustments. Mueller is a leading manufacturer of residential metal roofing and components and steel buildings in Texas and the Southwest. The acquisition was funded through borrowing under the Company’s revolving credit facilities further discussed in Note 7. The business will be integrated into our Shelter Solutions reportable segment. Acquisition of Harvey Building Products Corp. In April 2024, the Company completed the acquisition of Harvey Building Products Corp. (“Harvey”) for a purchase price of $460.8 million, subject to certain customary adjustments. Harvey is a manufacturer of high performing windows and doors, and its portfolio of industry leading brands include Harvey, Softlite and Thermo-Tech. Headquartered in Waltham, Massachusetts, Harvey has approximately 1,200 employees at four manufacturing facilities located throughout the Northeast and Midwest. Harvey specializes in premium, custom windows and doors primarily serving the Eastern United States (“U.S.”). This acquisition was funded through issuing long-term debt further discussed in Note 7. Harvey is included in the Company’s Aperture Solutions reportable segment. The purchase price allocation below is based upon provisional information and is subject to revision during the measurement period (up to one year from the acquisition date) as additional information concerning valuations is obtained. During the measurement period, as the Company obtains new information regarding facts and circumstances that existed as of the acquisition date that, if known, would have resulted in revised estimated values of those assets or liabilities, the Company will accordingly revise the provisional purchase price allocation, which may include, but are not limited to, adjustments pertaining to intangible assets acquired, property, plant and equipment acquired and tax liabilities assumed. The following table summarizes the provisional fair value of net assets acquired: Fair Value Cash and cash equivalent $ 10,423 Accounts receivable 26,723 Inventories 20,027 Property, plant and equipment 40,747 Lease right-of-use assets 124,271 Goodwill 271,827 Trade name and customer relationship intangibles 159,300 Other assets 3,829 Total assets acquired 657,147 Accounts payable and other liabilities assumed 55,108 Lease liabilities 106,613 Deferred income tax liabilities 34,587 Total liabilities assumed 196,308 Net assets acquired $ 460,839 The transaction was accounted for using the acquisition method and, as a result, tangible and intangible assets acquired, and liabilities assumed were recorded at their estimated fair values as of the acquisition date in April 2024. Any excess consideration over the fair value of the assets and liabilities assumed was recognized as goodwill and is subject to revision as the purchase price allocation is completed. The Company identified intangible assets for customer relationships, trade names and certain other intangibles. Intangible assets are amortized on a straight-line basis over their expected useful lives. The provisional fair value and expected useful life of identifiable intangible assets consists of the following: Fair Value Useful Life Customer relationships $ 113,400 19 Trade names and other 45,900 15 Total $ 159,300 Goodwill represents the excess of the purchase price over the fair value of the net identifiable assets acquired. The acquisition of Harvey resulted in the recognition of $271.8 million of goodwill. The goodwill recorded is a result of expected synergies and other benefits that we believe will result from the integration of the acquisition with our operations. Goodwill created as a result of the acquisition of Harvey is not expected to be deductible for tax purposes. A net deferred tax liability of $34.6 million was established as a result of the acquisition. Acquisitions Completed During the Prior Year 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. 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 is included in the Company’s Surface Solutions reportable segment. The total purchase price for these acquisitions was $235.5 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 purchase price of these acquisitions was provisionally allocated to the assets acquired and liabilities assumed, which related primarily to inventory of $15.9 million, property, plant and equipment of $21.3 million, goodwill of $88.4 million, intangible assets such as, customer lists and trademarks, of $73.4 million and $34.3 million, contingent consideration of $16.8 million and noncurrent deferred income tax liabilities of $12.3 million. The goodwill recorded is a result of expected synergies and other benefits that we believe will result from the integration of the acquisitions with our operations. The MAC Metal acquisition 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. There was an increase of $1.4 million in contingent consideration during the six months ended June 29, 2024 to $18.2 million, of which $8.2 million is recognized in other current liabilities and $10.0 million is recognized in other long-term liabilities on our Condensed Consolidated Balance Sheets at June 29, 2024. |
Inventories
Inventories | 6 Months Ended |
Jun. 29, 2024 | |
Inventory Disclosure [Abstract] | |
Inventories | Inventories The following table sets forth the components of inventories: June 29, 2024 December 31, 2023 Raw materials $ 341,945 $ 291,093 Work in process 108,618 59,336 Finished goods 168,622 146,410 Total inventories $ 619,185 $ 496,839 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 6 Months Ended |
Jun. 29, 2024 | |
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 Surface Shelter Total Balance, December 31, 2023 $ 771,133 $ 708,423 $ 202,208 $ 1,681,764 Impact of acquisitions and related measurement period adjustments (1) 266,718 1,660 — 268,378 Currency translation (600) (2,231) — (2,831) Other (2) 5,504 586 6,429 12,519 Balance, June 29, 2024 $ 1,042,755 $ 708,438 $ 208,637 $ 1,959,830 (1) Measurement period adjustments have been recorded in conjunction with the acquisition of MAC Metal and EAS during the period. See Note 3 — Acquisitions for additional information. (2) Other includes insignificant out-of-period corrections totaling $12.5 million, which related to matters that existed as of the date of the merger transaction during July 2022 (the “Merger”). 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 June 29, 2024: Customer lists and relationships 3 – 19 16 $ 1,996,771 $ (271,450) $ 1,725,321 Trademarks, trade names and other 15 13 696,983 (81,039) 615,944 Total intangible assets $ 2,693,754 $ (352,489) $ 2,341,265 Range of Life Weighted Average Amortization Period Remaining (Years) Cost Accumulated Amortization Net Carrying Value As of December 31, 2023: Customer lists and relationships 3 – 19 16 $ 1,883,757 $ (192,473) $ 1,691,284 Trademarks, trade names and other 15 14 653,992 (59,208) 594,784 Total intangible assets $ 2,537,749 $ (251,681) $ 2,286,068 Intangible assets are amortized on a straight-line basis. The following table sets forth the amortization expense related to intangible assets: Three Months Ended Six Months Ended June 29, 2024 July 1, 2023 June 29, 2024 July 1, 2023 Amortization expense $ 48,965 $ 33,698 $ 96,199 $ 81,602 |
Product Warranties
Product Warranties | 6 Months Ended |
Jun. 29, 2024 | |
Product Warranties Disclosures [Abstract] | |
Product Warranties | Product Warranties The following table sets forth the changes in the carrying amount of product warranties liability: Six Months Ended June 29, 2024 July 1, 2023 Balance, beginning of period $ 194,235 $ 202,463 Warranties sold — 659 Revenue recognized — (1,223) Expense 4,569 22,004 Claims and settlements (4,715) (21,695) Impact of acquisitions 11,898 — Reclassification of deferred warranty revenue (1) (24,717) — Balance, end of period $ 181,270 $ 202,208 Reflected as: Current liabilities – Rebates, warranties and other customer-related liabilities $ 21,557 $ 26,654 Noncurrent liabilities – Other long-term liabilities 159,713 175,554 Total product warranty liability $ 181,270 $ 202,208 |
Debt
Debt | 6 Months Ended |
Jun. 29, 2024 | |
Debt Disclosure [Abstract] | |
Debt | Debt The following table sets forth the components of long-term debt: June 29, 2024 December 31, 2023 Effective Interest Rate Principal Outstanding Unamortized Fair Value Adjustment (1) Unamortized Discount and Carrying Amount Principal Outstanding Unamortized Fair Value Adjustment (1) Unamortized Discount and Carrying Amount Term loan facility, due April 2028 8.57 % $ 2,515,500 $ (262,784) $ — $ 2,252,716 $ 2,528,500 $ (292,442) $ — $ 2,236,058 Term loan facility, due August 2028 9.69 % 295,500 — (16,693) 278,807 297,000 — (18,370) 278,630 Term loan facility, due May 2031 10.02 % 500,000 — (5,312) 494,688 — — — — 6.125% senior notes, due January 2029 13.73 % 318,699 (81,003) — 237,696 318,699 (87,050) — 231,649 8.750% senior secured notes, due August 2028 10.61 % 710,000 — (40,555) 669,445 710,000 — (44,787) 665,213 Total long-term debt $ 4,339,699 $ (343,787) $ (62,560) $ 3,933,352 $ 3,854,199 $ (379,492) $ (63,157) $ 3,411,550 Reflected as: Current liabilities - Current maturities of long-term debt $ 31,500 $ 29,000 Non-current liabilities - Long-term debt 3,901,852 3,382,550 Total long-term debt $ 3,933,352 $ 3,411,550 Fair value - Senior notes - Level 1 $ 958,045 $ 988,702 Fair value - Term loans - Level 2 (2) 3,265,653 2,835,596 Total fair value $ 4,223,698 $ 3,824,298 (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. (2) Term loans are classified within Level 2 of the fair value hierarchy because they are valued based on quoted market prices. Fifth Amendment to the Cash Flow Credit Agreement On May 15, 2024, the Company entered into a Fifth Amendment to the Cash Flow Credit Agreement, dated as of April 12, 2018, to incur a new incremental term loan facility (the “Term Loan Facility, due May 2031”) in the aggregate principal amount of $500.0 million, maturing on May 15, 2031. The Term Loan Facility, due May 2031, amortizes in nominal quarterly installments equal to one percent of the aggregate initial principal amount thereof per annum, with the remaining balance payable upon maturity. The Term Loan Facility, due May 2031 bears annual interest at a floating rate measured by reference to, at the Company’s option, either (i) a Term SOFR rate (subject to a floor of 0.50%) plus an applicable margin of 4.50% per annum or (ii) an alternate base rate plus an applicable margin of 3.50% per annum. The Term Loan Facility, due May 2031 and previous borrowings under the Cash Flow Credit Agreement may be prepaid at the Company’s option at any time, subject to minimum principal amount requirements. Prepayments of the Term Loan Facility, due May 2031 in connection with a repricing transaction on or prior to November 15, 2024, are subject to a 1.00% prepayment premium. Prepayments may otherwise be made without premium or penalty (other than customary breakage costs). The 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. Repurchase of 6.125% Senior Notes due January 2029 The Company repurchased an aggregate principal amount of $25.2 million and $46.8 million of 6.125% Senior Notes for $18.4 million and $33.9 million in cash during the three and six months ended July 1, 2023. The repurchases, which resulted in a write-off of associated unamortized debt discount and deferred financing costs, resulted in a gain o f $0.4 million and a loss of $0.2 million during the three and six months ended July 1, 2023. There were no repurchases of the Company’s 6.125% Senior Notes during the three and six months ended June 29, 2024. Short-Term Borrowings The following table sets forth the Company’s availability under its revolving credit facilities: June 29, 2024 December 31, 2023 Available Borrowings Letters of Credit and Priority Payables Available Borrowings Letters of Credit and Priority Payables Asset-based lending facility, due May 2029 (1) $ 850,000 $ 65,000 $ 46,000 $ 850,000 $ — $ 47,000 Cash flow revolver (2) 92,000 — — 92,000 — — First-in-last-out tranche asset-based lending facility, due May 2029 (1) 95,000 95,000 — 95,000 — — Total $ 1,037,000 $ 160,000 $ 46,000 $ 1,037,000 $ — $ 47,000 (1) As of June 29, 2024, borrowings on revolving credit facilities are included within short-term borrowings and classified as a current liability on the Condensed Consolidated Balance Sheets. (2) Cash flow revolver commitment of $92.0 million will mature in May 2029. In July 2024, the Company borrowed $550.0 million under its revolving credit facilities principally to finance the acquisition of Mueller. Eighth Amendment to the ABL Credit Agreement On May 15, 2024, the Company entered into Amendment No. 8 to the ABL Credit Agreement (“Amendment No. 8”), which amended the ABL Credit Agreement in order to terminate the existing revolving commitments of each of the Extending Revolving Credit Lenders originally maturing on July 25, 2027 (the “Existing ABL Commitments”), and replace such Existing ABL Commitments with an extended revolving commitment of $945.0 million maturing on May 15, 2029, subject to the outstanding aggregate principal amount. As of May 15, 2024, following consummation of Amendment No. 8, there were $55.0 million of revolving loans drawn and $43.3 million of letters of credit issued under the ABL Facility. Borrowing availability under the ABL Facility is determined by a monthly borrowing base collateral calculation that is based on specified percentages of the value of eligible inventory, eligible accounts receivable and eligible credit card receivables, less certain reserves and subject to certain other adjustments as set forth in the 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 —%) 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. 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 June 29, 2024. 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: April 2021 Swaps Notional amount $ 1,500,000 Forecasted term loan interest payments being hedged 1-month SOFR Fixed rate paid 2.0038% Origination date April 17, 2023 Maturity date April 15, 2026 Fair value at June 29, 2024 - Other assets, net $ 66,900 Fair value at December 31, 2023 - Other assets, net $ 64,704 Level in fair value hierarchy (1) Level 2 (1) 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. |
Accumulated Other Comprehensive
Accumulated Other Comprehensive Income | 6 Months Ended |
Jun. 29, 2024 | |
Equity [Abstract] | |
Accumulated Other Comprehensive Income | Accumulated Other Comprehensive Income The following tables set forth the change in accumulated other comprehensive income attributable to the Company by each component of accumulated other comprehensive income, net of applicable income taxes: Foreign Currency Translation Adjustments Derivative Instruments Unrecognized Gain on Retirement Benefits Total Accumulated Other Comprehensive Income Balance, March 30, 2024 $ (11,734) $ 34,914 $ 820 $ 24,000 Activity (89) (2,020) — (2,109) Balance, June 29, 2024 $ (11,823) $ 32,894 $ 820 $ 21,891 Balance, April 1, 2023 $ (7,752) $ 30,070 $ 336 $ 22,654 Activity 483 14,854 — 15,337 Balance, July 1, 2023 $ (7,269) $ 44,924 $ 336 $ 37,991 Foreign Currency Translation Adjustments Derivative Instruments Unrecognized Gain on Retirement Benefits Total Accumulated Other Comprehensive Income Balance, December 31, 2023 $ (9,553) $ 26,600 $ 820 $ 17,867 Activity (2,270) 6,294 — 4,024 Balance, June 29, 2024 $ (11,823) $ 32,894 $ 820 $ 21,891 Balance, December 31, 2022 $ (6,789) $ 40,962 $ 336 $ 34,509 Activity (480) 3,962 — 3,482 Balance, July 1, 2023 $ (7,269) $ 44,924 $ 336 $ 37,991 |
Share-Based Compensation
Share-Based Compensation | 6 Months Ended |
Jun. 29, 2024 | |
Share-Based Payment Arrangement [Abstract] | |
Share-Based Compensation | Share-Based Compensation Pre-Merger Awards In connection with the Merger in July 2022, under which Cornerstone Building Brands became a privately held company, unvested share-based compensation awards that were previously granted to key employees and executives were cancelled and converted into a contingent contractual right to receive a cash payment from the Company upon vesting. The Company had $27.6 million at December 31, 2023 and $3.7 million at June 29, 2024 classified as a current liability within employee-related liabilities on its Condensed Consolidated Balance Sheets. The Company paid out $24.7 million of cash to settle Pre-Merger Awards in March 2024. The Company recognized an expense of $1.3 million in the three months ended June 29, 2024 and a gain of $3.4 million in the three months ended July 1, 2023. The Company recognized an expense of $3.2 million in the six months ended June 29, 2024 and a gain of $1.4 million in the six months ended July 1, 2023. These amounts are included in selling, general and administrative expense on the Condensed Consolidated Statements of Loss. The gain during the six months ended July 1, 2023 mainly related to the Company updating its vesting expectations for certain performance share unit awards which have a range of payouts based on an EBITDA-based metric. Incentive Unit Awards Beginning in the fourth quarter of 2022, pursuant to an incentive unit grant agreement, certain participants were granted incentive units in Camelot Return Ultimate, LP (the “Partnership”). The incentive units provide the holder with the opportunity to receive, upon certain vesting events and subject to Partnership repurchase rights and conditions, a return based upon the appreciation of the Partnership’s equity value from the date of grant. The incentive units vest over a five-year period on a straight-line basis. For the six months ended June 29, 2024, 35,760 incentive units were granted at an average grant date fair value of $46.89 per incentive unit. The Company recognized an expense from incentive units of $1.2 million in the three months ended June 29, 2024, and $2.5 million for the three months ended July 1, 2023. The Company recognized expense from incentive units of $2.8 million for the six months ended June 29, 2024, and $5.0 million for the six months ended July 1, 2023. The Company estimates that the unrecognized expense is expected to be recognized over a weighted-average period of 3.2 years totaling $26.5 million. |
Equity Transactions
Equity Transactions | 6 Months Ended |
Jun. 29, 2024 | |
Equity [Abstract] | |
Equity Transactions | Equity Transactions Dividend In January 2024, the Company paid a dividend on our common stock in the aggregate amount of $231.6 million, which was received by our direct parent Camelot Return Intermediate Holdings, LLC, (“Camelot Parent”), and further distributed to Camelot Return Parent, LLC (“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. |
Income Taxes
Income Taxes | 6 Months Ended |
Jun. 29, 2024 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes The Company’s effective tax rate includes state income taxes, foreign tax rate differentials and changes in the valuation allowance. The following table sets forth the effective tax rate for the three and six months ended June 29, 2024 and July 1, 2023: Three Months Ended Six Months Ended June 29, 2024 July 1, 2023 June 29, 2024 July 1, 2023 Effective tax rate 81.4 % 32.4 % 11.4 % 27.4 % The Company’s effective tax rate varied from the statutory tax rate primarily due to state income taxes, foreign tax rate differentials and changes in the valuation allowance. The change in the effective tax rate for the three and six month periods ended June 29, 2024 compared to the three and six month periods ended July 1, 2023 is primarily due to pre-tax book losses resulting from the additional book amortization and depreciation related to the Merger transaction. |
Reportable Segment and Geograph
Reportable Segment and Geographical Information | 6 Months Ended |
Jun. 29, 2024 | |
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 into 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, including metal roofing, 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 operational 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 revenues or expenses are eliminated in consolidation. The following table sets forth net sales, Adjusted reportable segment EBITDA and a reconciliation to income before income taxes: Three Months Ended Six Months Ended June 29, 2024 July 1, 2023 June 29, 2024 July 1, 2023 Net sales: Aperture Solutions $ 673,010 $ 647,675 $ 1,202,850 $ 1,252,244 Surface Solutions 336,056 335,522 610,392 604,113 Shelter Solutions 355,236 445,021 696,747 850,949 Total net sales $ 1,364,302 $ 1,428,218 $ 2,509,989 $ 2,707,306 Adjusted reportable segment EBITDA: Aperture Solutions $ 99,624 $ 103,293 $ 144,504 $ 168,086 Surface Solutions 74,440 61,499 117,675 87,806 Shelter Solutions 54,721 105,970 110,798 189,384 Total adjusted reportable segment EBITDA 228,785 270,762 372,977 445,276 Corporate and Other (60,145) (54,769) (117,309) (102,561) Depreciation and amortization (98,538) (165,162) (192,855) (237,824) Interest expense (106,747) (92,314) (201,567) (186,425) Foreign exchange (loss) gain (2,773) 4,430 (6,786) 6,447 Loss on extinguishment of debt — 379 — (184) Other income, net 673 3,632 3,556 4,805 Loss before income taxes $ (38,745) $ (33,042) $ (141,984) $ (70,466) The following table sets forth net sales disaggregated by reportable segment: Three Months Ended Six Months Ended June 29, 2024 July 1, 2023 June 29, 2024 July 1, 2023 Aperture Solutions: Vinyl windows $ 646,349 $ 622,062 $ 1,154,787 $ 1,189,255 Aluminum windows and other 26,661 25,613 48,063 62,989 Total $ 673,010 $ 647,675 $ 1,202,850 $ 1,252,244 Surface Solutions: Vinyl siding $ 166,159 $ 162,841 $ 300,623 $ 295,026 Metal siding 91,919 86,066 167,936 146,503 Injection molded siding 15,331 15,556 27,027 28,042 Stone 18,514 19,450 32,636 37,469 Stone veneer installation and other 44,133 51,609 82,170 97,073 Total $ 336,056 $ 335,522 $ 610,392 $ 604,113 Shelter Solutions: Metal building products $ 355,236 $ 445,021 $ 696,747 $ 850,949 Total $ 355,236 $ 445,021 $ 696,747 $ 850,949 Total net sales $ 1,364,302 $ 1,428,218 $ 2,509,989 $ 2,707,306 The following table sets forth total assets disaggregated by reportable segment: June 29, 2024 December 31, 2023 Total assets: Aperture Solutions $ 3,632,297 $ 2,934,102 Surface Solutions 2,278,285 2,268,443 Shelter Solutions 1,177,310 1,111,679 Corporate 282,779 619,117 Total assets $ 7,370,671 $ 6,933,341 |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 29, 2024 | |
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, including applicable benefit and pension plans, 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 contaminants into the environment; govern the use, storage, treatment, disposal and management of hazardous substances and wastes; protect employee health and safety, public health and welfare and the end-users of its products; regulate the chemicals 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 $8.5 million as of June 29, 2024 and $8.8 million as of December 31, 2023 for certain subsurface investigation and remedial matters. 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 July 2022, and pursuant to an Agreement and Plan of Merger dated March 5, 2022, Clayton, Dubilier and Rice, LLC (“CD&R”) became the indirect owner of Cornerstone Building Brands. In January 2023, purported former stockholders filed two separate complaints challenging the fairness of the 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, and the case is ongoing. On June 26, 2024, the plaintiffs filed an amended complaint. 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. |
Supplemental Cash Flow Informat
Supplemental Cash Flow Information | 6 Months Ended |
Jun. 29, 2024 | |
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: Six Months Ended June 29, 2024 July 1, 2023 Supplemental cash flow information: Interest paid $ 154,870 $ 141,856 Income taxes paid $ 63,981 $ 15,774 |
Significant Accounting Polici_2
Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 29, 2024 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying Condensed 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”). These Condensed Consolidated Financial Statements have been prepared in accordance with the Company's accounting policies and on the same basis as those financial statements included in the Company’s latest Annual Report on Form 10-K for the year ended December 31, 2023 and should be read in conjunction with those Consolidated Financial Statements and the Notes thereto. Certain disclosures normally included in the Company’s Consolidated Financial Statements prepared in accordance with U.S. GAAP have been omitted on a basis consistent with the rules and regulations of the SEC. The accompanying Condensed 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 significant intercompany accounts and transactions have been eliminated in consolidation. |
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 Condensed 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 Condensed Consolidated Financial Statements. |
Cash and Cash Equivalents | Cash and Cash Equivalents Cash and cash equivalents mainly consist of highly liquid, unrestricted savings, checking, money market funds with original 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 Condensed Consolidated Statements of Loss. 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 Company’s allowance for expected credit losses was $5.8 million and $9.6 million at June 29, 2024 and December 31, 2023. |
Fair Value Measurements | Fair Value Measurements The carrying amounts of cash and cash equivalents, trade accounts receivable and accounts payable approximate fair value as of June 29, 2024 and December 31, 2023 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. In connection with certain business acquisitions, the Company periodically enters into agreements that require us to pay additional consideration to the relevant seller. These payments are contingent on the achievement of specified EBITDA targets in periods subsequent to the acquisition. The fair value of contingent consideration is based on unobservable, or Level 3, inputs including a probability-weighted average payout approach. Contingent consideration obligations are measured at fair value each reporting period and any adjustments to fair value are recognized in earnings in the period they are identified. The Company has not made any changes to the methods used to determine the fair value of its contingent consideration obligations. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In November 2023, the FASB issued Accounting Standards Update (“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. |
Significant Accounting Polici_3
Significant Accounting Policies (Tables) | 6 Months Ended |
Jun. 29, 2024 | |
Accounting Policies [Abstract] | |
Schedule of Cash and Cash Equivalents | The following table sets forth the components of cash and cash equivalents: June 29, 2024 December 31, 2023 Cash $ 122,299 $ 228,975 Money market funds (Level 1 securities) — 239,902 Total cash and cash equivalents $ 122,299 $ 468,877 |
Acquisitions (Tables)
Acquisitions (Tables) | 6 Months Ended |
Jun. 29, 2024 | |
Business Combination, Asset Acquisition, and Joint Venture Formation [Abstract] | |
Summary of the Fair Value of Net Assets Acquired | The following table summarizes the provisional fair value of net assets acquired: Fair Value Cash and cash equivalent $ 10,423 Accounts receivable 26,723 Inventories 20,027 Property, plant and equipment 40,747 Lease right-of-use assets 124,271 Goodwill 271,827 Trade name and customer relationship intangibles 159,300 Other assets 3,829 Total assets acquired 657,147 Accounts payable and other liabilities assumed 55,108 Lease liabilities 106,613 Deferred income tax liabilities 34,587 Total liabilities assumed 196,308 Net assets acquired $ 460,839 |
Schedule of Provisional Fair Value and Weighted Average Estimated Useful Life of Identifiable Intangible Assets | The provisional fair value and expected useful life of identifiable intangible assets consists of the following: Fair Value Useful Life Customer relationships $ 113,400 19 Trade names and other 45,900 15 Total $ 159,300 |
Inventories (Tables)
Inventories (Tables) | 6 Months Ended |
Jun. 29, 2024 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventory Components | The following table sets forth the components of inventories: June 29, 2024 December 31, 2023 Raw materials $ 341,945 $ 291,093 Work in process 108,618 59,336 Finished goods 168,622 146,410 Total inventories $ 619,185 $ 496,839 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 6 Months Ended |
Jun. 29, 2024 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Changes in Carrying Amount of Goodwill by Reportable Segment | The following table sets forth the changes in the carrying amount of goodwill by reportable segment: Aperture Surface Shelter Total Balance, December 31, 2023 $ 771,133 $ 708,423 $ 202,208 $ 1,681,764 Impact of acquisitions and related measurement period adjustments (1) 266,718 1,660 — 268,378 Currency translation (600) (2,231) — (2,831) Other (2) 5,504 586 6,429 12,519 Balance, June 29, 2024 $ 1,042,755 $ 708,438 $ 208,637 $ 1,959,830 (1) Measurement period adjustments have been recorded in conjunction with the acquisition of MAC Metal and EAS during the period. See Note 3 — 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 June 29, 2024: Customer lists and relationships 3 – 19 16 $ 1,996,771 $ (271,450) $ 1,725,321 Trademarks, trade names and other 15 13 696,983 (81,039) 615,944 Total intangible assets $ 2,693,754 $ (352,489) $ 2,341,265 Range of Life Weighted Average Amortization Period Remaining (Years) Cost Accumulated Amortization Net Carrying Value As of December 31, 2023: Customer lists and relationships 3 – 19 16 $ 1,883,757 $ (192,473) $ 1,691,284 Trademarks, trade names and other 15 14 653,992 (59,208) 594,784 Total intangible assets $ 2,537,749 $ (251,681) $ 2,286,068 |
Schedule of Amortization Expense Related to Intangible Assets | The following table sets forth the amortization expense related to intangible assets: Three Months Ended Six Months Ended June 29, 2024 July 1, 2023 June 29, 2024 July 1, 2023 Amortization expense $ 48,965 $ 33,698 $ 96,199 $ 81,602 |
Product Warranties (Tables)
Product Warranties (Tables) | 6 Months Ended |
Jun. 29, 2024 | |
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: Six Months Ended June 29, 2024 July 1, 2023 Balance, beginning of period $ 194,235 $ 202,463 Warranties sold — 659 Revenue recognized — (1,223) Expense 4,569 22,004 Claims and settlements (4,715) (21,695) Impact of acquisitions 11,898 — Reclassification of deferred warranty revenue (1) (24,717) — Balance, end of period $ 181,270 $ 202,208 Reflected as: Current liabilities – Rebates, warranties and other customer-related liabilities $ 21,557 $ 26,654 Noncurrent liabilities – Other long-term liabilities 159,713 175,554 Total product warranty liability $ 181,270 $ 202,208 |
Debt (Tables)
Debt (Tables) | 6 Months Ended |
Jun. 29, 2024 | |
Debt Disclosure [Abstract] | |
Schedule of Components of Long-Term Debt | The following table sets forth the components of long-term debt: June 29, 2024 December 31, 2023 Effective Interest Rate Principal Outstanding Unamortized Fair Value Adjustment (1) Unamortized Discount and Carrying Amount Principal Outstanding Unamortized Fair Value Adjustment (1) Unamortized Discount and Carrying Amount Term loan facility, due April 2028 8.57 % $ 2,515,500 $ (262,784) $ — $ 2,252,716 $ 2,528,500 $ (292,442) $ — $ 2,236,058 Term loan facility, due August 2028 9.69 % 295,500 — (16,693) 278,807 297,000 — (18,370) 278,630 Term loan facility, due May 2031 10.02 % 500,000 — (5,312) 494,688 — — — — 6.125% senior notes, due January 2029 13.73 % 318,699 (81,003) — 237,696 318,699 (87,050) — 231,649 8.750% senior secured notes, due August 2028 10.61 % 710,000 — (40,555) 669,445 710,000 — (44,787) 665,213 Total long-term debt $ 4,339,699 $ (343,787) $ (62,560) $ 3,933,352 $ 3,854,199 $ (379,492) $ (63,157) $ 3,411,550 Reflected as: Current liabilities - Current maturities of long-term debt $ 31,500 $ 29,000 Non-current liabilities - Long-term debt 3,901,852 3,382,550 Total long-term debt $ 3,933,352 $ 3,411,550 Fair value - Senior notes - Level 1 $ 958,045 $ 988,702 Fair value - Term loans - Level 2 (2) 3,265,653 2,835,596 Total fair value $ 4,223,698 $ 3,824,298 (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. (2) Term loans are classified within Level 2 of the fair value hierarchy because they are valued based on quoted market prices. |
Schedule of Availability Under Credit Facilities | The following table sets forth the Company’s availability under its revolving credit facilities: June 29, 2024 December 31, 2023 Available Borrowings Letters of Credit and Priority Payables Available Borrowings Letters of Credit and Priority Payables Asset-based lending facility, due May 2029 (1) $ 850,000 $ 65,000 $ 46,000 $ 850,000 $ — $ 47,000 Cash flow revolver (2) 92,000 — — 92,000 — — First-in-last-out tranche asset-based lending facility, due May 2029 (1) 95,000 95,000 — 95,000 — — Total $ 1,037,000 $ 160,000 $ 46,000 $ 1,037,000 $ — $ 47,000 (1) As of June 29, 2024, borrowings on revolving credit facilities are included within short-term borrowings and classified as a current liability on the Condensed Consolidated Balance Sheets. (2) Cash flow revolver commitment of $92.0 million will mature in May 2029. |
Schedule of Interest Rate Swap Agreement | The following table sets forth the terms of the Company’s interest rate swap agreements: April 2021 Swaps Notional amount $ 1,500,000 Forecasted term loan interest payments being hedged 1-month SOFR Fixed rate paid 2.0038% Origination date April 17, 2023 Maturity date April 15, 2026 Fair value at June 29, 2024 - Other assets, net $ 66,900 Fair value at December 31, 2023 - Other assets, net $ 64,704 Level in fair value hierarchy (1) Level 2 (1) 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. |
Accumulated Other Comprehensi_2
Accumulated Other Comprehensive Income (Tables) | 6 Months Ended |
Jun. 29, 2024 | |
Equity [Abstract] | |
Schedule of Accumulated Other Comprehensive Income | The following tables set forth the change in accumulated other comprehensive income attributable to the Company by each component of accumulated other comprehensive income, net of applicable income taxes: Foreign Currency Translation Adjustments Derivative Instruments Unrecognized Gain on Retirement Benefits Total Accumulated Other Comprehensive Income Balance, March 30, 2024 $ (11,734) $ 34,914 $ 820 $ 24,000 Activity (89) (2,020) — (2,109) Balance, June 29, 2024 $ (11,823) $ 32,894 $ 820 $ 21,891 Balance, April 1, 2023 $ (7,752) $ 30,070 $ 336 $ 22,654 Activity 483 14,854 — 15,337 Balance, July 1, 2023 $ (7,269) $ 44,924 $ 336 $ 37,991 Foreign Currency Translation Adjustments Derivative Instruments Unrecognized Gain on Retirement Benefits Total Accumulated Other Comprehensive Income Balance, December 31, 2023 $ (9,553) $ 26,600 $ 820 $ 17,867 Activity (2,270) 6,294 — 4,024 Balance, June 29, 2024 $ (11,823) $ 32,894 $ 820 $ 21,891 Balance, December 31, 2022 $ (6,789) $ 40,962 $ 336 $ 34,509 Activity (480) 3,962 — 3,482 Balance, July 1, 2023 $ (7,269) $ 44,924 $ 336 $ 37,991 |
Income Taxes (Tables)
Income Taxes (Tables) | 6 Months Ended |
Jun. 29, 2024 | |
Income Tax Disclosure [Abstract] | |
Schedule of Effective Tax Rate | The following table sets forth the effective tax rate for the three and six months ended June 29, 2024 and July 1, 2023: Three Months Ended Six Months Ended June 29, 2024 July 1, 2023 June 29, 2024 July 1, 2023 Effective tax rate 81.4 % 32.4 % 11.4 % 27.4 % |
Reportable Segment and Geogra_2
Reportable Segment and Geographical Information (Tables) | 6 Months Ended |
Jun. 29, 2024 | |
Segment Reporting [Abstract] | |
Schedule of Segment Reporting Information, by Segment | The following table sets forth net sales, Adjusted reportable segment EBITDA and a reconciliation to income before income taxes: Three Months Ended Six Months Ended June 29, 2024 July 1, 2023 June 29, 2024 July 1, 2023 Net sales: Aperture Solutions $ 673,010 $ 647,675 $ 1,202,850 $ 1,252,244 Surface Solutions 336,056 335,522 610,392 604,113 Shelter Solutions 355,236 445,021 696,747 850,949 Total net sales $ 1,364,302 $ 1,428,218 $ 2,509,989 $ 2,707,306 Adjusted reportable segment EBITDA: Aperture Solutions $ 99,624 $ 103,293 $ 144,504 $ 168,086 Surface Solutions 74,440 61,499 117,675 87,806 Shelter Solutions 54,721 105,970 110,798 189,384 Total adjusted reportable segment EBITDA 228,785 270,762 372,977 445,276 Corporate and Other (60,145) (54,769) (117,309) (102,561) Depreciation and amortization (98,538) (165,162) (192,855) (237,824) Interest expense (106,747) (92,314) (201,567) (186,425) Foreign exchange (loss) gain (2,773) 4,430 (6,786) 6,447 Loss on extinguishment of debt — 379 — (184) Other income, net 673 3,632 3,556 4,805 Loss before income taxes $ (38,745) $ (33,042) $ (141,984) $ (70,466) The following table sets forth total assets disaggregated by reportable segment: June 29, 2024 December 31, 2023 Total assets: Aperture Solutions $ 3,632,297 $ 2,934,102 Surface Solutions 2,278,285 2,268,443 Shelter Solutions 1,177,310 1,111,679 Corporate 282,779 619,117 Total assets $ 7,370,671 $ 6,933,341 |
Summary of Disaggregation of Revenue | The following table sets forth net sales disaggregated by reportable segment: Three Months Ended Six Months Ended June 29, 2024 July 1, 2023 June 29, 2024 July 1, 2023 Aperture Solutions: Vinyl windows $ 646,349 $ 622,062 $ 1,154,787 $ 1,189,255 Aluminum windows and other 26,661 25,613 48,063 62,989 Total $ 673,010 $ 647,675 $ 1,202,850 $ 1,252,244 Surface Solutions: Vinyl siding $ 166,159 $ 162,841 $ 300,623 $ 295,026 Metal siding 91,919 86,066 167,936 146,503 Injection molded siding 15,331 15,556 27,027 28,042 Stone 18,514 19,450 32,636 37,469 Stone veneer installation and other 44,133 51,609 82,170 97,073 Total $ 336,056 $ 335,522 $ 610,392 $ 604,113 Shelter Solutions: Metal building products $ 355,236 $ 445,021 $ 696,747 $ 850,949 Total $ 355,236 $ 445,021 $ 696,747 $ 850,949 Total net sales $ 1,364,302 $ 1,428,218 $ 2,509,989 $ 2,707,306 |
Supplemental Cash Flow Inform_2
Supplemental Cash Flow Information (Tables) | 6 Months Ended |
Jun. 29, 2024 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Summary of Cash Flow Supplemental Information | The following table sets forth supplemental cash flow information: Six Months Ended June 29, 2024 July 1, 2023 Supplemental cash flow information: Interest paid $ 154,870 $ 141,856 Income taxes paid $ 63,981 $ 15,774 |
Basis of Presentation (Details)
Basis of Presentation (Details) | 6 Months Ended |
Jun. 29, 2024 segment | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Number of reportable segments | 3 |
Significant Accounting Polici_4
Significant Accounting Policies - Cash and Cash Equivalents (Details) - USD ($) $ in Thousands | Jun. 29, 2024 | Dec. 31, 2023 |
Accounting Policies [Abstract] | ||
Cash | $ 122,299 | $ 228,975 |
Money market funds (Level 1 securities) | 0 | 239,902 |
Total cash and cash equivalents | $ 122,299 | $ 468,877 |
Significant Accounting Polici_5
Significant Accounting Policies - Narrative (Details) - USD ($) $ in Millions | Jun. 29, 2024 | Dec. 31, 2023 |
Accounting Policies [Abstract] | ||
Allowance for credit loss | $ 5.8 | $ 9.6 |
Acquisitions - Narrative (Detai
Acquisitions - Narrative (Details) $ in Thousands | 1 Months Ended | 6 Months Ended | |||||
Jun. 29, 2024 USD ($) | Jul. 19, 2024 USD ($) | Apr. 30, 2024 USD ($) employee facility | Aug. 31, 2023 period | Jun. 29, 2024 USD ($) | Jul. 01, 2023 USD ($) | Dec. 31, 2023 USD ($) | |
Business Acquisition [Line Items] | |||||||
Goodwill | $ 1,959,830 | $ 1,959,830 | $ 1,681,764 | ||||
Net deferred tax liability | $ 34,600 | ||||||
Change in fair value of contingent consideration | 1,443 | $ 0 | |||||
Mueller Supply Company, Inc. | Subsequent Event | |||||||
Business Acquisition [Line Items] | |||||||
Purchase price | $ 497,100 | ||||||
Cash payment for acquisition | $ 475,000 | ||||||
Harvey Building Products Corp | |||||||
Business Acquisition [Line Items] | |||||||
Purchase price | $ 460,800 | ||||||
Number of manufacturing facilities | facility | 4 | ||||||
Goodwill | $ 271,827 | ||||||
Net deferred tax liability | 34,587 | ||||||
Inventories | 20,027 | ||||||
Property, plant and equipment | 40,747 | ||||||
Trade name and customer relationship intangibles | $ 159,300 | ||||||
Harvey Building Products Corp | Harvey Building Products Corp | |||||||
Business Acquisition [Line Items] | |||||||
Number of employees | employee | 1,200 | ||||||
M.A.C. Métal Architectural Inc. And Eastern Architectural Systems | |||||||
Business Acquisition [Line Items] | |||||||
Purchase price | 235,500 | ||||||
Cash payment for acquisition | 217,700 | ||||||
Goodwill | 88,400 | 88,400 | |||||
Net deferred tax liability | 12,300 | 12,300 | |||||
Contingent consideration liability | 16,800 | 16,800 | |||||
Inventories | 15,900 | 15,900 | |||||
Property, plant and equipment | 21,300 | 21,300 | |||||
M.A.C. Métal Architectural Inc. And Eastern Architectural Systems | Customer Lists | |||||||
Business Acquisition [Line Items] | |||||||
Trade name and customer relationship intangibles | 73,400 | 73,400 | |||||
M.A.C. Métal Architectural Inc. And Eastern Architectural Systems | Trademarks | |||||||
Business Acquisition [Line Items] | |||||||
Trade name and customer relationship intangibles | 34,300 | 34,300 | |||||
M.A.C. Métal | |||||||
Business Acquisition [Line Items] | |||||||
Contingent consideration liability | 18,200 | 18,200 | $ 16,800 | ||||
Number of consecutive periods | period | 2 | ||||||
Period of contingent consideration payable | 12 months | ||||||
Change in fair value of contingent consideration | (1,400) | ||||||
M.A.C. Métal | Other Current Liabilities | |||||||
Business Acquisition [Line Items] | |||||||
Contingent consideration liability | 8,200 | 8,200 | |||||
M.A.C. Métal | Other Long-Term Liabilities | |||||||
Business Acquisition [Line Items] | |||||||
Contingent consideration liability | $ 10,000 | $ 10,000 |
Acquisitions - Schedule of the
Acquisitions - Schedule of the Fair Value of Net Assets Acquired (Details) - USD ($) $ in Thousands | Jun. 29, 2024 | Apr. 30, 2024 | Dec. 31, 2023 |
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Assets [Abstract] | |||
Goodwill | $ 1,959,830 | $ 1,681,764 | |
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Liabilities [Abstract] | |||
Deferred income tax liabilities | $ 34,600 | ||
Harvey Building Products Corp | |||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Assets [Abstract] | |||
Cash and cash equivalent | 10,423 | ||
Accounts receivable | 26,723 | ||
Inventories | 20,027 | ||
Property, plant and equipment | 40,747 | ||
Lease right-of-use assets | 124,271 | ||
Goodwill | 271,827 | ||
Trade name and customer relationship intangibles | 159,300 | ||
Other assets | 3,829 | ||
Total assets acquired | 657,147 | ||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Liabilities [Abstract] | |||
Accounts payable and other liabilities assumed | 55,108 | ||
Lease liabilities | 106,613 | ||
Deferred income tax liabilities | 34,587 | ||
Total liabilities assumed | 196,308 | ||
Net assets acquired | $ 460,839 |
Acquisitions - Schedule of Prov
Acquisitions - Schedule of Provisional Fair Value and Weighted Average Estimated Useful Life of Identifiable Intangible Assets (Details) - Harvey Building Products Corp $ in Thousands | 1 Months Ended |
Apr. 30, 2024 USD ($) | |
Business Acquisition [Line Items] | |
Fair Value | $ 159,300 |
Customer relationships | |
Business Acquisition [Line Items] | |
Fair Value | $ 113,400 |
Useful Life (years) | 19 years |
Trade names and other | |
Business Acquisition [Line Items] | |
Fair Value | $ 45,900 |
Useful Life (years) | 15 years |
Inventories (Details)
Inventories (Details) - USD ($) $ in Thousands | Jun. 29, 2024 | Dec. 31, 2023 |
Inventory Disclosure [Abstract] | ||
Raw materials | $ 341,945 | $ 291,093 |
Work in process | 108,618 | 59,336 |
Finished goods | 168,622 | 146,410 |
Total inventories | $ 619,185 | $ 496,839 |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets - Changes in Carrying Amount of Goodwill (Details) $ in Thousands | 6 Months Ended |
Jun. 29, 2024 USD ($) | |
Goodwill [Roll Forward] | |
Beginning balance | $ 1,681,764 |
Impact of acquisitions and related measurement period adjustments | 268,378 |
Currency translation | (2,831) |
Other | 12,519 |
Ending balance | 1,959,830 |
Aperture Solutions | |
Goodwill [Roll Forward] | |
Beginning balance | 771,133 |
Impact of acquisitions and related measurement period adjustments | 266,718 |
Currency translation | (600) |
Other | 5,504 |
Ending balance | 1,042,755 |
Surface Solutions | |
Goodwill [Roll Forward] | |
Beginning balance | 708,423 |
Impact of acquisitions and related measurement period adjustments | 1,660 |
Currency translation | (2,231) |
Other | 586 |
Ending balance | 708,438 |
Shelter Solutions | |
Goodwill [Roll Forward] | |
Beginning balance | 202,208 |
Impact of acquisitions and related measurement period adjustments | 0 |
Currency translation | 0 |
Other | 6,429 |
Ending balance | $ 208,637 |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets - Intangible Asset Activity (Details) - USD ($) $ in Thousands | Jun. 29, 2024 | Dec. 31, 2023 |
Goodwill [Line Items] | ||
Cost | $ 2,693,754 | $ 2,537,749 |
Accumulated Amortization | (352,489) | (251,681) |
Net Carrying Value | 2,341,265 | 2,286,068 |
Customer relationships | ||
Goodwill [Line Items] | ||
Cost | 1,996,771 | 1,883,757 |
Accumulated Amortization | (271,450) | (192,473) |
Net Carrying Value | $ 1,725,321 | $ 1,691,284 |
Trademarks, trade names and other | ||
Goodwill [Line Items] | ||
Range of Life (Years)/Weighted Average Amortization Period Remaining (Years) | 15 years | 15 years |
Cost | $ 696,983 | $ 653,992 |
Accumulated Amortization | (81,039) | (59,208) |
Net Carrying Value | $ 615,944 | $ 594,784 |
Minimum | Customer relationships | ||
Goodwill [Line Items] | ||
Range of Life (Years)/Weighted Average Amortization Period Remaining (Years) | 3 years | 3 years |
Maximum | Customer relationships | ||
Goodwill [Line Items] | ||
Range of Life (Years)/Weighted Average Amortization Period Remaining (Years) | 19 years | 19 years |
Weighted Average | Customer relationships | ||
Goodwill [Line Items] | ||
Range of Life (Years)/Weighted Average Amortization Period Remaining (Years) | 16 years | 16 years |
Weighted Average | Trademarks, trade names and other | ||
Goodwill [Line Items] | ||
Range of Life (Years)/Weighted Average Amortization Period Remaining (Years) | 13 years | 14 years |
Goodwill and Intangible Asset_4
Goodwill and Intangible Assets - Schedule of Amortization Expense Related to Intangible Assets (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 29, 2024 | Jul. 01, 2023 | Jun. 29, 2024 | Jul. 01, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||||
Amortization expense | $ 48,965 | $ 33,698 | $ 96,199 | $ 81,602 |
Product Warranties (Details)
Product Warranties (Details) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 29, 2024 | Jul. 01, 2023 | |
Movement in Standard Product Warranty Accrual [Roll Forward] | ||
Balance, beginning of period | $ 194,235 | $ 202,463 |
Warranties sold | 0 | 659 |
Revenue recognized | 0 | (1,223) |
Expense | 4,569 | 22,004 |
Claims and settlements | (4,715) | (21,695) |
Impact of acquisitions | 11,898 | 0 |
Reclassification of deferred warranty revenue | (24,717) | 0 |
Balance, end of period | 181,270 | 202,208 |
Current liabilities – Rebates, warranties and other customer-related liabilities | 21,557 | 26,654 |
Noncurrent liabilities – Other long-term liabilities | 159,713 | 175,554 |
Total product warranty liability | 181,270 | 202,208 |
Deferred warranty revenue | 24,717 | $ 0 |
Other Current Liabilities | ||
Movement in Standard Product Warranty Accrual [Roll Forward] | ||
Reclassification of deferred warranty revenue | (2,900) | |
Deferred warranty revenue | 2,900 | |
Other Noncurrent Liabilities | ||
Movement in Standard Product Warranty Accrual [Roll Forward] | ||
Reclassification of deferred warranty revenue | (23,200) | |
Deferred warranty revenue | $ 23,200 |
Debt - Schedule of Debt (Detail
Debt - Schedule of Debt (Details) - USD ($) $ in Thousands | Jun. 29, 2024 | Dec. 31, 2023 | Jul. 31, 2022 |
Debt Instrument [Line Items] | |||
Principal Outstanding | $ 4,339,699 | $ 3,854,199 | |
Unamortized fair value adjustment | (343,787) | (379,492) | |
Unamortized Discount and Issuance Costs | (62,560) | (63,157) | |
Carrying Amount | 3,933,352 | 3,411,550 | |
Current liabilities - Current maturities of long-term debt | 31,500 | 29,000 | |
Non-current liabilities - Long-term debt | 3,901,852 | 3,382,550 | |
Total fair value | 4,223,698 | 3,824,298 | |
Senior Notes | Level 1 | |||
Debt Instrument [Line Items] | |||
Total fair value | 958,045 | 988,702 | |
Term Loans | Level 2 | |||
Debt Instrument [Line Items] | |||
Total fair value | $ 3,265,653 | 2,835,596 | |
Term loan facility, due April 2028 | |||
Debt Instrument [Line Items] | |||
Effective Interest Rate | 8.57% | ||
Principal Outstanding | $ 2,515,500 | 2,528,500 | |
Unamortized fair value adjustment | (262,784) | (292,442) | |
Unamortized Discount and Issuance Costs | 0 | 0 | |
Carrying Amount | $ 2,252,716 | 2,236,058 | |
Term loan facility, due August 2028 | |||
Debt Instrument [Line Items] | |||
Effective Interest Rate | 9.69% | ||
Principal Outstanding | $ 295,500 | 297,000 | |
Unamortized fair value adjustment | 0 | 0 | |
Unamortized Discount and Issuance Costs | (16,693) | (18,370) | |
Carrying Amount | $ 278,807 | 278,630 | |
Term loan facility, due May 2031 | |||
Debt Instrument [Line Items] | |||
Effective Interest Rate | 10.02% | ||
Principal Outstanding | $ 500,000 | 0 | |
Unamortized fair value adjustment | 0 | 0 | |
Unamortized Discount and Issuance Costs | (5,312) | 0 | |
Carrying Amount | $ 494,688 | 0 | |
6.125% senior notes, due January 2029 | |||
Debt Instrument [Line Items] | |||
Debt instrument, interest rate, stated percentage | 6.125% | 6.125% | |
Effective Interest Rate | 13.73% | ||
Principal Outstanding | $ 318,699 | 318,699 | |
Unamortized fair value adjustment | (81,003) | (87,050) | |
Unamortized Discount and Issuance Costs | 0 | 0 | |
Carrying Amount | $ 237,696 | 231,649 | |
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 | (40,555) | (44,787) | |
Carrying Amount | $ 669,445 | $ 665,213 |
Debt - Fifth Amendment to the C
Debt - Fifth Amendment to the Cash Flow Credit Agreement (Details) - Secured Debt - Term loan facility, due May 2031 - Line of Credit | May 15, 2024 USD ($) |
Debt Instrument [Line Items] | |
Principal Outstanding | $ 500,000,000 |
Quarterly amortization percent | 1% |
Prepayment premium percentage | 1% |
Secured Overnight Financing Rate (SOFR) | |
Debt Instrument [Line Items] | |
Spread on variable rate, floor | 0.50% |
Basis spread on variable rate | 4.50% |
Base Rate | |
Debt Instrument [Line Items] | |
Basis spread on variable rate | 3.50% |
Debt - Repurchase of 6.125% Sen
Debt - Repurchase of 6.125% Senior Notes (Details) - USD ($) | 3 Months Ended | 6 Months Ended | |||
Jun. 29, 2024 | Jul. 01, 2023 | Jun. 29, 2024 | Jul. 01, 2023 | Jul. 31, 2022 | |
Debt Instrument [Line Items] | |||||
Repurchase of senior notes | $ 0 | $ 33,885,000 | |||
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 | $ 25,200,000 | 46,800,000 | |||
Repurchase of senior notes | 18,400,000 | 33,900,000 | |||
Recognized gain (loss) on repurchase of debt | $ 0 | $ 400,000 | $ 0 | $ (200,000) |
Debt - Short-Term Borrowings (D
Debt - Short-Term Borrowings (Details) - Line of Credit - USD ($) $ in Thousands | 1 Months Ended | ||
Jul. 19, 2024 | Jun. 29, 2024 | Dec. 31, 2023 | |
Revolving Credit Facility and Letter of Credit | |||
Line of Credit Facility [Line Items] | |||
Available | $ 1,037,000 | $ 1,037,000 | |
Revolving Credit Facility and Letter of Credit | Subsequent Event | |||
Line of Credit Facility [Line Items] | |||
Proceeds from revolving credit facilities | $ 550,000 | ||
Revolving Credit Facility and Letter of Credit | Asset-based lending facility, due May 2029 | |||
Line of Credit Facility [Line Items] | |||
Available | 850,000 | 850,000 | |
Revolving Credit Facility and Letter of Credit | Cash flow revolver | |||
Line of Credit Facility [Line Items] | |||
Available | 92,000 | 92,000 | |
Revolving Credit Facility and Letter of Credit | Revolver due May 2029 | |||
Line of Credit Facility [Line Items] | |||
Available | 92,000 | ||
Revolving Credit Facility and Letter of Credit | First-in-last-out tranche asset-based lending facility, due May 2029 | |||
Line of Credit Facility [Line Items] | |||
Available | 95,000 | 95,000 | |
Borrowings | |||
Line of Credit Facility [Line Items] | |||
Long-term line of credit | 160,000 | 0 | |
Borrowings | Asset-based lending facility, due May 2029 | |||
Line of Credit Facility [Line Items] | |||
Long-term line of credit | 65,000 | 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, due May 2029 | |||
Line of Credit Facility [Line Items] | |||
Long-term line of credit | 95,000 | 0 | |
Letters of Credit and Priority Payables | |||
Line of Credit Facility [Line Items] | |||
Long-term line of credit | 46,000 | 47,000 | |
Letters of Credit and Priority Payables | Asset-based lending facility, due May 2029 | |||
Line of Credit Facility [Line Items] | |||
Long-term line of credit | 46,000 | 47,000 | |
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, due May 2029 | |||
Line of Credit Facility [Line Items] | |||
Long-term line of credit | $ 0 | $ 0 |
Debt - Eighth Amendment to the
Debt - Eighth Amendment to the ABL Credit Agreement (Details) - USD ($) | May 15, 2024 | Jun. 29, 2024 | Dec. 31, 2023 |
Debt Instrument [Line Items] | |||
Amount drawn | $ 3,933,352,000 | $ 3,411,550,000 | |
ABL Facility | Line of Credit | Minimum | |||
Debt Instrument [Line Items] | |||
Unused commitment fee | 0.25% | ||
ABL Facility | Line of Credit | Secured Overnight Financing Rate (SOFR) | |||
Debt Instrument [Line Items] | |||
Spread on variable rate, floor | 0% | ||
ABL Facility | Line of Credit | Secured Overnight Financing Rate (SOFR) | Minimum | |||
Debt Instrument [Line Items] | |||
Basis spread on variable rate | 1.25% | ||
ABL Facility | Line of Credit | Secured Overnight Financing Rate (SOFR) | Maximum | |||
Debt Instrument [Line Items] | |||
Basis spread on variable rate | 1.75% | ||
ABL Facility | Line of Credit | Base Rate | Minimum | |||
Debt Instrument [Line Items] | |||
Basis spread on variable rate | 0.25% | ||
ABL Facility | Line of Credit | Base Rate | Maximum | |||
Debt Instrument [Line Items] | |||
Basis spread on variable rate | 0.75% | ||
Revolving Credit Facility | ABL Facility | Line of Credit | |||
Debt Instrument [Line Items] | |||
Line of credit facility, maximum borrowing capacity | $ 945,000,000 | ||
Amount drawn | 55,000,000 | ||
Letters of Credit and Priority Payables | ABL Facility | Line of Credit | |||
Debt Instrument [Line Items] | |||
Amount drawn | $ 43,300,000 |
Debt - Covenant Compliance (Det
Debt - Covenant Compliance (Details) - ABL Credit Agreement - Line of Credit | 6 Months Ended |
Jun. 29, 2024 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 |
Debt - Interest Rate Swaps (Det
Debt - Interest Rate Swaps (Details) - April 2021 Swaps - USD ($) | Jun. 29, 2024 | Dec. 31, 2023 |
Debt Instrument [Line Items] | ||
Notional amount | $ 1,500,000,000 | |
Fixed rate paid | 2.0038% | |
Other Assets | ||
Debt Instrument [Line Items] | ||
Asset | $ 66,900,000 | $ 64,704,000 |
Accumulated Other Comprehensi_3
Accumulated Other Comprehensive Income (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 29, 2024 | Jul. 01, 2023 | Jun. 29, 2024 | Jul. 01, 2023 | |
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||||
Beginning balance | $ 1,302,397 | $ 1,690,597 | $ 1,644,870 | $ 1,728,945 |
Activity | (2,109) | 15,337 | 4,024 | 3,482 |
Ending balance | 1,294,252 | 1,686,093 | 1,294,252 | 1,686,093 |
Total Accumulated Other Comprehensive Income | ||||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||||
Beginning balance | 24,000 | 22,654 | 17,867 | 34,509 |
Ending balance | 21,891 | 37,991 | 21,891 | 37,991 |
Foreign Currency Translation Adjustments | ||||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||||
Beginning balance | (11,734) | (7,752) | (9,553) | (6,789) |
Activity | (89) | 483 | (2,270) | (480) |
Ending balance | (11,823) | (7,269) | (11,823) | (7,269) |
Derivative Instruments | ||||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||||
Beginning balance | 34,914 | 30,070 | 26,600 | 40,962 |
Activity | (2,020) | 14,854 | 6,294 | 3,962 |
Ending balance | 32,894 | 44,924 | 32,894 | 44,924 |
Unrecognized Gain on Retirement Benefits | ||||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||||
Beginning balance | 820 | 336 | 820 | 336 |
Activity | 0 | 0 | 0 | 0 |
Ending balance | $ 820 | $ 336 | $ 820 | $ 336 |
Share-Based Compensation (Detai
Share-Based Compensation (Details) - USD ($) $ / shares in Units, $ in Millions | 1 Months Ended | 3 Months Ended | 6 Months Ended | |||
Mar. 30, 2024 | Jun. 29, 2024 | Jul. 01, 2023 | Jun. 29, 2024 | Jul. 01, 2023 | Dec. 31, 2023 | |
Pre-Merger Awards | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Cash used to settle award | $ 24.7 | |||||
Allocated share-based compensation expense (gain) | $ 1.3 | $ (3.4) | $ 3.2 | $ (1.4) | ||
Pre-Merger Awards | Employee-Related Liabilities | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Share-based liability to be cash settled | 3.7 | 3.7 | $ 27.6 | |||
Incentive Unit | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Allocated share-based compensation expense (gain) | 1.2 | $ 2.5 | $ 2.8 | $ 5 | ||
Award vesting period | 5 years | |||||
Granted during period (in shares) | 35,760 | |||||
Average grant date fair value (in dollars per share) | $ 46.89 | |||||
Period for recognition | 3 years 2 months 12 days | |||||
Unrecognized share-based compensation expense | $ 26.5 | $ 26.5 |
Equity Transactions (Details)
Equity Transactions (Details) - USD ($) $ in Thousands | 1 Months Ended | 6 Months Ended | |
Jan. 31, 2024 | Jun. 29, 2024 | Jul. 01, 2023 | |
Class of Stock [Line Items] | |||
Payments of dividends | $ 231,600 | $ 231,625 | $ 0 |
CD&R Pisces Holdings, L.P. | Camelot Return Parent, LLC | |||
Class of Stock [Line Items] | |||
Number of shares redeemed (in shares) | 1,950,000 |
Income Taxes (Details)
Income Taxes (Details) | 3 Months Ended | 6 Months Ended | ||
Jun. 29, 2024 | Jul. 01, 2023 | Jun. 29, 2024 | Jul. 01, 2023 | |
Income Tax Disclosure [Abstract] | ||||
Effective tax rate | 81.40% | 32.40% | 11.40% | 27.40% |
Reportable Segment and Geogra_3
Reportable Segment and Geographical Information - Adjusted Segment EBITDA (Details) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 29, 2024 USD ($) | Jul. 01, 2023 USD ($) | Jun. 29, 2024 USD ($) segment | Jul. 01, 2023 USD ($) | |
Segment Reporting Information [Line Items] | ||||
Number of operating segments | segment | 5 | |||
Number of reportable segments | segment | 3 | |||
Total net sales | $ 1,364,302 | $ 1,428,218 | $ 2,509,989 | $ 2,707,306 |
Total adjusted reportable segment EBITDA | 228,785 | 270,762 | 372,977 | 445,276 |
Corporate and Other | (60,145) | (54,769) | (117,309) | (102,561) |
Depreciation and amortization | (98,538) | (165,162) | (192,855) | (237,824) |
Interest expense | (106,747) | (92,314) | (201,567) | (186,425) |
Foreign exchange (loss) gain | (2,773) | 4,430 | (6,786) | 6,447 |
Loss on extinguishment of debt | 0 | 379 | 0 | (184) |
Other income, net | 673 | 3,632 | 3,556 | 4,805 |
Loss before income taxes | (38,745) | (33,042) | (141,984) | (70,466) |
Aperture Solutions | ||||
Segment Reporting Information [Line Items] | ||||
Total net sales | 673,010 | 647,675 | 1,202,850 | 1,252,244 |
Surface Solutions | ||||
Segment Reporting Information [Line Items] | ||||
Total net sales | 336,056 | 335,522 | 610,392 | 604,113 |
Shelter Solutions | ||||
Segment Reporting Information [Line Items] | ||||
Total net sales | 355,236 | 445,021 | 696,747 | 850,949 |
Operating Segments | Aperture Solutions | ||||
Segment Reporting Information [Line Items] | ||||
Total net sales | 673,010 | 647,675 | 1,202,850 | 1,252,244 |
Total adjusted reportable segment EBITDA | 99,624 | 103,293 | 144,504 | 168,086 |
Operating Segments | Surface Solutions | ||||
Segment Reporting Information [Line Items] | ||||
Total net sales | 336,056 | 335,522 | 610,392 | 604,113 |
Total adjusted reportable segment EBITDA | 74,440 | 61,499 | 117,675 | 87,806 |
Operating Segments | Shelter Solutions | ||||
Segment Reporting Information [Line Items] | ||||
Total net sales | 355,236 | 445,021 | 696,747 | 850,949 |
Total adjusted reportable segment EBITDA | $ 54,721 | $ 105,970 | $ 110,798 | $ 189,384 |
Reportable Segment and Geogra_4
Reportable Segment and Geographical Information - Disaggregation of Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 29, 2024 | Jul. 01, 2023 | Jun. 29, 2024 | Jul. 01, 2023 | |
Segment Reporting Information [Line Items] | ||||
Total net sales | $ 1,364,302 | $ 1,428,218 | $ 2,509,989 | $ 2,707,306 |
Aperture Solutions | ||||
Segment Reporting Information [Line Items] | ||||
Total net sales | 673,010 | 647,675 | 1,202,850 | 1,252,244 |
Surface Solutions | ||||
Segment Reporting Information [Line Items] | ||||
Total net sales | 336,056 | 335,522 | 610,392 | 604,113 |
Shelter Solutions | ||||
Segment Reporting Information [Line Items] | ||||
Total net sales | 355,236 | 445,021 | 696,747 | 850,949 |
Vinyl windows | Aperture Solutions | ||||
Segment Reporting Information [Line Items] | ||||
Total net sales | 646,349 | 622,062 | 1,154,787 | 1,189,255 |
Aluminum windows and other | Aperture Solutions | ||||
Segment Reporting Information [Line Items] | ||||
Total net sales | 26,661 | 25,613 | 48,063 | 62,989 |
Vinyl siding | Surface Solutions | ||||
Segment Reporting Information [Line Items] | ||||
Total net sales | 166,159 | 162,841 | 300,623 | 295,026 |
Metal siding | Surface Solutions | ||||
Segment Reporting Information [Line Items] | ||||
Total net sales | 91,919 | 86,066 | 167,936 | 146,503 |
Injection molded siding | Surface Solutions | ||||
Segment Reporting Information [Line Items] | ||||
Total net sales | 15,331 | 15,556 | 27,027 | 28,042 |
Stone | Surface Solutions | ||||
Segment Reporting Information [Line Items] | ||||
Total net sales | 18,514 | 19,450 | 32,636 | 37,469 |
Stone veneer installation and other | Surface Solutions | ||||
Segment Reporting Information [Line Items] | ||||
Total net sales | 44,133 | 51,609 | 82,170 | 97,073 |
Metal building products | Shelter Solutions | ||||
Segment Reporting Information [Line Items] | ||||
Total net sales | $ 355,236 | $ 445,021 | $ 696,747 | $ 850,949 |
Reportable Segment and Geogra_5
Reportable Segment and Geographical Information - Total Assets Disaggregated by Reportable Segment (Details) - USD ($) $ in Thousands | Jun. 29, 2024 | Dec. 31, 2023 |
Segment Reporting Information [Line Items] | ||
Total assets | $ 7,370,671 | $ 6,933,341 |
Operating Segments | Aperture Solutions | ||
Segment Reporting Information [Line Items] | ||
Total assets | 3,632,297 | 2,934,102 |
Operating Segments | Surface Solutions | ||
Segment Reporting Information [Line Items] | ||
Total assets | 2,278,285 | 2,268,443 |
Operating Segments | Shelter Solutions | ||
Segment Reporting Information [Line Items] | ||
Total assets | 1,177,310 | 1,111,679 |
Corporate | ||
Segment Reporting Information [Line Items] | ||
Total assets | $ 282,779 | $ 619,117 |
Commitments and Contingencies (
Commitments and Contingencies (Details) $ in Millions | 1 Months Ended | ||
Jan. 31, 2023 complaint | Jun. 29, 2024 USD ($) | Dec. 31, 2023 USD ($) | |
Environmental Matters | |||
Loss Contingencies [Line Items] | |||
Liability accrual | $ | $ 8.5 | $ 8.8 | |
CD&R Merger | |||
Loss Contingencies [Line Items] | |||
Number of complaints filed | complaint | 2 |
Supplemental Cash Flow Inform_3
Supplemental Cash Flow Information (Details) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 29, 2024 | Jul. 01, 2023 | |
Supplemental cash flow information: | ||
Interest paid | $ 154,870 | $ 141,856 |
Income taxes paid | $ 63,981 | $ 15,774 |