Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2018 | May 04, 2018 | |
Document And Entity Information [Abstract] | ||
Entity Registrant Name | JELD-WEN Holding, Inc. | |
Entity Central Index Key | 1,674,335 | |
Document Type | 10-Q | |
Document Period End Date | Mar. 31, 2018 | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2,018 | |
Document Fiscal Period Focus | Q1 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Large Accelerated Filer | |
Entity Common Stock, Shares Outstanding | 106,434,091 |
Consolidated Statement of Opera
Consolidated Statement of Operations - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2018 | Apr. 01, 2017 | |
Income Statement [Abstract] | ||
Net revenues | $ 946,179 | $ 847,853 |
Cost of sales | 740,326 | 666,166 |
Gross margin | 205,853 | 181,687 |
Operating expenses | ||
Selling, general and administrative | 164,714 | 139,664 |
Impairment and restructuring charges | 2,974 | 1,202 |
Operating income | 38,165 | 40,821 |
Interest expense, net | 15,661 | 26,892 |
Gain on previously held shares of an equity investment | (20,767) | 0 |
Other expense | 7,763 | 5,730 |
Income before taxes, equity earnings | 35,508 | 8,199 |
Income tax (benefit) expense | (4,025) | 2,252 |
Income from continuing operations, net of tax | 39,533 | 5,947 |
Equity earnings of non-consolidated entities | 738 | 481 |
Net income | 40,271 | 6,428 |
Less net income attributable to non-controlling interest | 6 | 0 |
Convertible preferred stock dividends | 0 | 10,462 |
Net income (loss) attributable to common shareholders | $ 40,265 | $ (4,034) |
Weighted average common shares outstanding | ||
Basic (shares) | 106,146,655 | 74,295,248 |
Diluted (shares) | 108,867,800 | 74,295,248 |
Net income (loss) per share | ||
Basic (usd per share) | $ 0.38 | $ (0.05) |
Diluted (usd per share) | $ 0.37 | $ (0.05) |
Consolidated Statements of Othe
Consolidated Statements of Other Comprehensive Income - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2018 | Apr. 01, 2017 | |
Statement of Comprehensive Income [Abstract] | ||
Net income | $ 40,271 | $ 6,428 |
Other comprehensive income, net of tax: | ||
Foreign currency translation adjustments, net of tax of $0 | 19,514 | 17,602 |
Interest rate hedge adjustments, net of tax expense of $0, and $962, respectively | 519 | 2,135 |
Defined benefit pension plans, net of tax expense of $996 and $799, respectively | 2,004 | 2,106 |
Total other comprehensive income, net of tax | 22,037 | 21,843 |
Comprehensive income | $ 62,308 | $ 28,271 |
Consolidated Statements of Oth4
Consolidated Statements of Other Comprehensive Income (Parentheticals) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2018 | Apr. 01, 2017 | |
Statement of Comprehensive Income [Abstract] | ||
Foreign currency translation adjustments, net of tax of $0 | $ 0 | $ 0 |
Interest rate hedge adjustments, net of tax expense of $0, and $962, respectively | 0 | 962 |
Defined benefit pension plans, net of tax expense of $996 and $799, respectively | $ 996 | $ 799 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Mar. 31, 2018 | Dec. 31, 2017 |
Current assets | ||
Cash and cash equivalents | $ 102,972 | $ 220,175 |
Restricted cash | 328 | 36,059 |
Accounts receivable, net | 578,183 | 453,251 |
Inventories | 545,575 | 405,353 |
Other current assets | 54,705 | 30,403 |
Total current assets | 1,281,763 | 1,145,241 |
Property and equipment, net | 812,955 | 756,711 |
Deferred tax assets | 193,650 | 183,726 |
Goodwill | 617,504 | 549,063 |
Intangible assets, net | 232,037 | 166,313 |
Other assets | 33,794 | 61,886 |
Total assets | 3,171,703 | 2,862,940 |
Current liabilities | ||
Accounts payable | 303,493 | 259,934 |
Accrued payroll and benefits | 143,936 | 122,212 |
Accrued expenses and other current liabilities | 181,327 | 186,605 |
Notes payable and current maturities of long-term debt | 25,298 | 8,770 |
Total current liabilities | 654,054 | 577,521 |
Long-term debt | 1,445,810 | 1,264,933 |
Unfunded pension liability | 116,416 | 116,586 |
Deferred credits and other liabilities | 87,016 | 102,614 |
Deferred tax liabilities | 16,359 | 9,249 |
Total liabilities | 2,319,655 | 2,070,903 |
Commitments and contingencies (Note 23) | ||
Shareholders’ equity | ||
Preferred Stock, par value $0.01 per share, 90,000,000 shares authorized; no shares issued and outstanding | 0 | 0 |
Common Stock: 900,000,000 shares authorized, par value $0.01 per share, 106,220,558 shares outstanding as of March 31, 2018; 900,000,000 shares authorized, par value $0.01 per share, 105,990,483 shares outstanding as of December 31, 2017 | 1,062 | 1,060 |
Additional paid-in capital | 650,551 | 652,666 |
Retained earnings | 273,923 | 233,658 |
Accumulated other comprehensive loss | (73,310) | (95,347) |
Total shareholders’ equity attributable to common shareholders | 852,226 | 792,037 |
Non-controlling interest | (178) | 0 |
Total shareholders’ equity | 852,048 | 792,037 |
Total liabilities and shareholders’ equity | $ 3,171,703 | $ 2,862,940 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parentheticals) - $ / shares | Mar. 31, 2018 | Dec. 31, 2017 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value (usd per share) | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized (shares) | 90,000,000 | 90,000,000 |
Preferred stock, shares issued (shares) | 0 | 0 |
Preferred stock, shares outstanding (shares) | 0 | 0 |
Common stock authorized (shares) | 900,000,000 | 900,000,000 |
Common stock, par value (usd per share) | $ 0.01 | $ 0.01 |
Common stock shares outstanding (shares) | 106,220,558 | 105,990,483 |
Consolidated Statements of Equi
Consolidated Statements of Equity - USD ($) $ in Thousands | Total | Preferred stock, $0.01 par value per share | Common stock | Common stockCommon Class A | Common stockB-1 Common Stock | Additional paid-in capital | Additional paid-in capitalEmployee stock notes | Other Additional Capital | Retained earnings (accumulated deficit) | Accumulated other comprehensive (loss) income | Foreign currency adjustments | Unrealized (loss) gain on interest rate hedges | Net actuarial pension (loss) gain | Non-controlling interest | Common Class B-1 ConvertedCommon stockCommon Class A | Preferred Stock ConvertedCommon stockCommon Class A |
Increase (Decrease) in Stockholders' Equity | ||||||||||||||||
Adoption of new accounting standard ASU 2016-09 | $ 635 | |||||||||||||||
Balance at beginning of period, value at Dec. 31, 2016 | $ 0 | $ 178 | $ 1 | $ (843) | $ 37,205 | 222,232 | $ (65,949) | $ (13,296) | $ (117,937) | |||||||
Balance at beginning of period, shares at Dec. 31, 2016 | 0 | 17,894,393 | 177,221 | |||||||||||||
Increase (Decrease) in Stockholders' Equity | ||||||||||||||||
Shares issued for exercise/vesting of share-based compensation awards, value | $ 1 | 596 | ||||||||||||||
Shares issued for exercise/vesting of share-based compensation awards, shares | 56,391 | |||||||||||||||
Stock converted to common stock, value | $ (1) | 150,901 | $ 3 | $ 642 | ||||||||||||
Stock converted to common stock, shares | (177,221) | 309,404 | 64,211,172 | |||||||||||||
Shares surrendered for tax obligations for employee share-based transactions, value | $ 0 | 0 | ||||||||||||||
Shares surrendered for tax obligations for employee share-based transactions, shares | 0 | |||||||||||||||
Shares issued, value | $ 223 | 480,306 | ||||||||||||||
Shares issued, shares | 22,272,727 | |||||||||||||||
Costs associated with initial public offering | (7,653) | |||||||||||||||
Amortization of share-based compensation | 4,828 | |||||||||||||||
Net issuances, payments and accrued interest on notes | (6) | |||||||||||||||
Net income | $ 6,428 | 6,428 | ||||||||||||||
Foreign currency change during period | 17,602 | 17,602 | ||||||||||||||
Unrealized (loss) gain on interest rate hedges change during period | 2,135 | 2,135 | ||||||||||||||
Net actuarial pension (loss) gain change during period | 2,106 | 2,106 | $ 0 | |||||||||||||
Acquisition of non-controlling interest | 0 | |||||||||||||||
Balance at ending of period, value at Apr. 01, 2017 | 720,337 | $ 1,047 | $ 1,047 | $ 0 | $ 665,334 | (849) | 666,183 | 229,295 | $ (175,339) | (48,347) | (11,161) | (115,831) | 0 | |||
Balance at ending of period, shares at Apr. 01, 2017 | 104,744,087 | 0 | ||||||||||||||
Increase (Decrease) in Stockholders' Equity | ||||||||||||||||
Adoption of new accounting standard ASU 2016-09 | 0 | |||||||||||||||
Balance at beginning of period, value at Dec. 31, 2017 | 792,037 | $ 0 | $ 1,060 | $ 0 | (661) | 653,327 | 233,658 | 21,985 | (8,810) | (108,522) | 0 | |||||
Balance at beginning of period, shares at Dec. 31, 2017 | 0 | 105,990,483 | 0 | |||||||||||||
Increase (Decrease) in Stockholders' Equity | ||||||||||||||||
Shares issued for exercise/vesting of share-based compensation awards, value | $ 3 | 189 | ||||||||||||||
Shares issued for exercise/vesting of share-based compensation awards, shares | 338,692 | |||||||||||||||
Stock converted to common stock, value | $ 0 | 0 | $ 0 | $ 0 | ||||||||||||
Stock converted to common stock, shares | 0 | 0 | 0 | |||||||||||||
Shares surrendered for tax obligations for employee share-based transactions, value | $ (1) | (4,119) | ||||||||||||||
Shares surrendered for tax obligations for employee share-based transactions, shares | (108,617) | |||||||||||||||
Shares issued, value | $ 0 | 0 | ||||||||||||||
Shares issued, shares | 0 | |||||||||||||||
Costs associated with initial public offering | 0 | |||||||||||||||
Amortization of share-based compensation | 1,822 | |||||||||||||||
Net issuances, payments and accrued interest on notes | (7) | |||||||||||||||
Net income | 40,271 | 40,265 | ||||||||||||||
Foreign currency change during period | 19,514 | 19,514 | ||||||||||||||
Unrealized (loss) gain on interest rate hedges change during period | 519 | 519 | ||||||||||||||
Net actuarial pension (loss) gain change during period | 2,004 | 2,004 | 6 | |||||||||||||
Acquisition of non-controlling interest | (184) | |||||||||||||||
Balance at ending of period, value at Mar. 31, 2018 | $ 852,048 | $ 1,062 | $ 1,062 | $ 0 | $ 650,551 | $ (668) | $ 651,219 | $ 273,923 | $ (73,310) | $ 41,499 | $ (8,291) | $ (106,518) | $ (178) | |||
Balance at ending of period, shares at Mar. 31, 2018 | 106,220,558 | 0 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2018 | Apr. 01, 2017 | |
OPERATING ACTIVITIES | ||
Net income | $ 40,271 | $ 6,428 |
Adjustments to reconcile net income to cash used in operating activities: | ||
Depreciation and amortization | 28,459 | 27,062 |
Deferred income taxes | (8,880) | (595) |
Loss on sale of business units, property and equipment | 243 | 138 |
Adjustment to carrying value of assets | 636 | 0 |
Equity earnings in non-consolidated entities | (738) | (481) |
Amortization of deferred financing costs | 506 | 6,319 |
Non-cash gain on previously held shares of an equity investment | (20,767) | 0 |
Stock-based compensation | 1,951 | 5,444 |
Other items, net | 15,328 | (3,785) |
Net change in operating assets and liabilities, net of effect of acquisitions: | ||
Accounts receivable | (63,602) | (27,260) |
Inventories | (41,701) | (27,409) |
Other assets | (11,677) | 1,691 |
Accounts payable and accrued expenses | (5,341) | 3,203 |
Net cash used in operating activities | (65,312) | (9,245) |
INVESTING ACTIVITIES | ||
Purchases of property and equipment | (26,565) | (9,236) |
Proceeds from sale of business units, property and equipment | 1,130 | 360 |
Purchase of intangible assets | (871) | (566) |
Purchases of businesses, net of cash acquired | (165,687) | 0 |
Cash received in notes receivable | 163 | 1,706 |
Net cash used in investing activities | (191,830) | (7,736) |
FINANCING ACTIVITIES | ||
Change in long-term debt | 111,710 | (382,064) |
Borrowings on notes payable | 0 | (45) |
Common stock issued for exercise of options | 192 | 596 |
Payments to tax authority for employee share-based compensation | (4,488) | 0 |
Proceeds from the sale of common stock, net of underwriting fees and commissions | 0 | 480,306 |
Payments associated with initial public offering | 0 | (486) |
Net cash provided by financing activities | 107,414 | 98,307 |
Effect of foreign currency exchange rates on cash | (3,206) | 1,710 |
Net (decrease) increase in cash and cash equivalents | (152,934) | 83,036 |
Cash, cash equivalents and restricted cash, beginning | 256,234 | 103,452 |
Cash, cash equivalents and restricted cash, ending | $ 103,300 | $ 186,488 |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2018 | |
Accounting Policies [Abstract] | |
Description of Company and Summary of Significant Accounting Policies | Description of Company and Summary of Significant Accounting Policies Nature of Business – JELD-WEN Holding, Inc. (“JWH”), along with its subsidiaries, is a vertically integrated global manufacturer and distributor of windows and doors that derives substantially all of its revenues from the sale of its door and window products. Unless otherwise specified or the context otherwise requires, all references in these notes to “JELD-WEN”, “we”, “us”, “our”, or the “Company” are to JELD-WEN Holding, Inc. and its subsidiaries. We have facilities located in the U.S., Canada, Europe, Australia, Asia, Mexico, and South America, and our products are marketed primarily under the JELD-WEN brand name in the U.S. and Canada and under JELD-WEN and a variety of acquired brand names in Europe, Australia and Asia. Our revenues are affected by the level of new housing starts and remodeling activity in each of our markets. Our sales typically follow seasonal new construction and repair and remodeling industry patterns. The peak season for home construction and remodeling in many of our markets generally correspond with the second and third calendar quarters, and therefore, sales volume is typically higher during those quarters. Our first and fourth quarter sales volumes are generally lower due to reduced repair and remodeling activity and reduced activity in the building and construction industry as a result of colder and more inclement weather in certain of our geographic end markets. Basis of Presentation – The statement of operations for the three months ended April 1, 2017 has been revised to reflect the correction of certain errors and other accumulated misstatements as described in our Form 10-K - Note 36 - Revision of Prior Period Financial Statements . The errors did not impact the subtotals for cash flows from operating activities, investing activities or financing activities for any of the periods affected. We do not believe the errors corrected were material to our previously issued financial statements and are summarized in the “Revision” column in the table below. As a result of our retrospective application of ASU 2017-07, we reclassified certain amounts in our statement of operations for the three months ended April 1, 2017 as noted below. See Recently Adopted Accounting Standards section below for additional information. In addition, to conform with current period presentation of revenues, we reclassified certain amounts in our statement of operations for the three months ended April 1, 2017. The reclassification was not material to our previously issued financial statements and is summarized in the “Reclassification” column in the table below. Three Months Ended April 1, 2017 (amounts in thousands, except per share data) As Reported Revision ASU 2017-07 Re-classification * As Revised Consolidated Statement of Operations: Net revenues $ 847,787 $ — $ — $ 66 $ 847,853 Cost of sales 661,816 4,606 — (256 ) 666,166 Gross margin 185,971 (4,606 ) — 322 181,687 Selling, general and administrative 147,079 (4,606 ) (2,809 ) — 139,664 Operating income 37,690 — 2,809 322 40,821 Other expense 2,599 — 2,809 322 5,730 * Note: reclassification relates entirely to revenue in our North America segment. As a result of our early adoption of ASU No. 2016-15, restricted cash balances previously presented in other assets are now presented in beginning and ending cash and cash equivalents in the accompanying unaudited consolidated statements of cash flows. See Recently Adopted Accounting Standards section below for further detail. In addition, certain amounts within the notes accompanying these unaudited consolidated financial statements and balances in the accompanying unaudited consolidated statements of cash flows have been reclassified to conform with current period presentation. All U.S. dollar and other currency amounts, except per share amounts, are presented in thousands unless otherwise noted. Ownership – On October 3, 2011 , Onex invested $700.0 million in return for shares of our Series A Convertible Preferred Stock. Concurrent with the investment, Onex provided $171.0 million in the form of a convertible bridge loan due in April 2013 . In October 2012 , Onex invested an additional $49.8 million in return for additional shares of our Series A Convertible Preferred Stock to fund an acquisition. In April 2013 , the $71.6 million outstanding balance of the convertible bridge loan was converted into additional shares of our Series A Convertible Preferred Stock. In March 2014 , Onex purchased $65.8 million in common stock from another investor. As part of the IPO, Onex sold 6,477,273 shares of our common stock. In May 2017 and November 2017, Onex sold a total of 15,693,139 and 14,211.736 shares of our common stock, respectively, in secondary offerings. We did not receive any proceeds from the shares of common stock sold by Onex, in any offering. As of March 31, 2018 , Onex owned approximately 30.9% of our outstanding shares. Stock Split – On January 3, 2017, our shareholders approved amendments to our then-existing certificate of incorporation increasing the authorized number of shares and effecting an 11 -for-1 stock split of our then-outstanding common stock and Class B-1 Common Stock. Accordingly, all share and per share amounts for all periods presented in these unaudited consolidated financial statements and notes thereto have been adjusted to reflect this stock split. Stock Conversion and Initial Public Offering – Prior to the IPO, we had the authority to issue up to 8,750,000 shares of preferred stock, par value of $0.01 , of which 8,749,999 shares were designated as Series A Convertible Preferred Stock and one share was designated as Series B Preferred Stock. Series A Convertible Preferred Stock consisted of 2,922,634 shares of Series A-1 Stock, 208,760 shares of Series A-2 Stock, 843,132 shares of Series A-3 Stock, and 4,775,473 shares of Series A-4 Stock. On February 1, 2017, immediately prior to the closing of our IPO, the outstanding shares of our Series A Convertible Preferred Stock and all accumulated and unpaid dividends converted into 64,211,172 shares of our common stock, and all of the outstanding shares of our Class B-1 Common Stock converted into 309,404 shares of our common stock. In addition, the one outstanding share of our Series B Preferred Stock was canceled. We filed our Charter with the Secretary of State of the State of Delaware, and our Bylaws became effective, each as contemplated by the registration statement we filed as part of our IPO. The Charter, among other things, provided that our authorized capital stock consists of 900,000,000 shares of common stock, par value $0.01 per share and 90,000,000 shares of preferred stock, par value $0.01 per share. On February 1, 2017, we closed our IPO and received $472.4 million in proceeds, net of underwriting discounts, fees and commissions and $7.9 million of offering expenses from the issuance of 22,272,727 shares of our common stock. Fiscal Year – We operate on a fiscal calendar year, and each interim period is comprised of two 4 -week periods and one 5 -week period, with each week ending on a Saturday. Our fiscal year always begins on January 1 and ends on December 31. As a result, our first and fourth quarters may have more or fewer days included than a traditional 91 -day fiscal quarter. Use of Estimates – The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect amounts reported in the unaudited consolidated financial statements and related notes. Significant items that are subject to such estimates and assumptions include, but are not limited to, long-lived assets including goodwill and other intangible assets, employee benefit obligations, income tax uncertainties, contingent assets and liabilities, provisions for bad debt, inventory, warranty liabilities, legal claims, valuation of derivatives, environmental remediation and claims relating to self-insurance. Actual results could differ due to the uncertainty inherent in the nature of these estimates. Recently Adopted Accounting Standards – In March 2018, the FASB issued ASU 2018-05, Income Taxes (Topic 740), Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin No. 118 . The ASU adds various SEC paragraphs pursuant to the issuance of the December 2017 SEC Staff Accounting Bulletin No. 118, Income Tax Accounting Implications of the Tax Cuts and Jobs Act (“SAB 118”), which was effective immediately. The SEC issued SAB 118 to address concerns about reporting entities’ ability to timely comply with the accounting requirements to recognize all of the effects of the Tax Act in the period of enactment. SAB 118 allows disclosure that timely determination of some or all of the income tax effects from the Tax Act is incomplete by the due date of the financial statements and if possible to provide a reasonable estimate. We have accounted for the tax effects of the Tax Act under the guidance of SAB 118, on a provisional basis. Our accounting for certain income tax effects is incomplete, but we have determined reasonable estimates for those effects and have recorded provisional amounts in our consolidated financial statements as of March 31, 2018 and December 31, 2017. We expect to complete our analysis within the measurement period in accordance with SAB 118. In May 2017, the FASB issued ASU No. 2017-09, Compensation - Stock Compensation (Topic 718): Scope of Modification Accounting . The ASU provides guidance about which changes to the terms or conditions of a share-based payment award require an entity to apply modification accounting in Topic 718. We adopted this ASU in the first quarter of 2018 and the adoption of this standard did not impact our consolidated financial statements; however, modification accounting is now required only if the fair value, the vesting conditions, or the classification of the award (as equity or liability) changes as a result of the change in terms or conditions. In March 2017, the FASB issued ASU No. 2017-07, Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost, which changes how employers that sponsor defined benefit pension or other postretirement benefit plans present the net periodic benefit cost in the income statement. We adopted this ASU using the retrospective transition method in the first quarter of 2018 and applied the practical expedient that permits an employer to use the amounts disclosed in its pension and other postretirement benefit plan note for the prior comparative periods as the estimation basis for applying the retrospective presentation requirements. We report the service cost component of the net periodic pension and post-retirement costs in the same line item in the statement of operations as other compensation costs arising from services rendered by the employees during the period for both our U.S. and Non-U.S. plans. The other components of net periodic pension and post-retirement costs are presented in other income in the unaudited consolidated statements of operations. We adjusted the unaudited consolidated statements of operations in all comparative periods presented as noted in “Basis of presentation”, above. In January 2017, the FASB issued ASU No. 2017-01, Business Combinations (Topic 805) : Clarifying the Definition of a Business . The amendments in this ASU provide new guidance to determine when a set of transferred assets and activities is a business. The guidance requires an entity to evaluate if substantially all of the fair value of the gross assets acquired is concentrated in an identifiable asset or group of similar identifiable assets. If this threshold is met, the set of transferred assets is not a business. If the threshold is not met, the entity then must evaluate whether the set includes, at a minimum, an input and a substantive process that together significantly contribute to the ability to create outputs. This ASU removes the evaluation of whether a market participant could replace missing elements. The amendments also narrow the definition of the term output so that the term is consistent with how outputs are described in Topic 606. We adopted this standard prospectively in the first quarter of 2018. In October 2016 , the FASB issued ASU No. 2016-16, Income Taxes (Topic 740): Intra-Entity Transfers of Assets Other Than Inventory. The standard requires an entity to recognize the income tax consequences of an intra-entity transfer of an asset other than inventory when the transfer occurs. The amendments in this update eliminate the exception for an intra-entity transfer of an asset other than inventory. The amendments do not include new disclosure requirements; however, existing disclosure requirements might be applicable when accounting for the current and deferred income taxes for an intra-entity transfer of an asset other than inventory. We adopted this ASU in the first quarter of 2018 on a modified retrospective basis and the adoption did not have a material impact on our consolidated financial statements. In January 2016, the FASB issued ASU No. 2016-01, Financial Instruments (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities . This ASU enhances the reporting model for financial instruments to provide users of financial statements with more decision-useful information by requiring equity investments to be measured at fair value with changes in fair value recognized in net income. It simplifies the impairment assessment of equity investments without readily determinable fair values by requiring a qualitative assessment to identify impairment and eliminates the requirement to disclose the fair value of financial instruments measured at amortized cost for entities that are not public business entities. It also requires an entity to present separately in other comprehensive income the portion of the total change in the fair value of a liability resulting from a change in the instrument-specific credit risk when the entity has elected to measure the liability at fair value in accordance with the fair value option for financial instruments and requires separate presentation of financial assets and financial liabilities by measurement category and form of financial asset on the balance sheet or the accompanying notes to the consolidated financial statements. We adopted this ASU in the first quarter of 2018 and the adoption did not have a material impact on our consolidated financial statements. ASU No. 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments, eliminates the diversity in practice related to the classification of certain cash receipts and payments for debt prepayment or extinguishment costs, the maturing of a zero-coupon bond, the settlement of contingent liabilities arising from a business combination, proceeds from insurance settlements, distributions from certain equity method investees and beneficial interest obtained in a financial asset securitization . ASU No. 2016-18, Topic 230: Restricted Cash, requires that the statement of cash flows explain the change during the period in the total of cash, cash equivalents, and amounts generally described as restricted cash or restricted cash equivalents. We elected to early adopt these ASUs using the retrospective transition method in the quarter ended December 31, 2017 and adjusted the consolidated statements of cash flows in all comparative periods presented. The adjustments to the prior period statements of cash flows are as follows: April 1, 2017 (amounts in thousands) As Reported Retrospective Application As Revised Cash, cash equivalents and restricted cash, beginning $ 102,701 $ 751 $ 103,452 Cash, cash equivalents and restricted cash, ending 185,505 983 186,488 Effect of foreign currency exchange rates on cash 1,718 (8 ) 1,710 Net change in other assets 1,451 240 1,691 In May 2014, the FASB issued ASU No. 2014-09, R evenue from Contracts with Customers (ASC 606) as modified by subsequently issued ASU 2016-08 - Principal versus Agent Considerations (Reporting Revenue Gross versus Net) and ASUs 2015-14, 2016-10, 2016-12 and 2016-20 (collectively ASU 2014-09). ASU 2014-09 superseded existing revenue recognition standards with a single model unless those contracts were within the scope of other standards. ASC 606 is a comprehensive new revenue recognition model that requires revenue to be recognized in a manner to depict the transfer of goods or services and satisfaction of performance obligations to a customer at an amount that reflects the consideration expected to be received in exchange for those goods or services. We adopted ASU No. 2014-09 in the first quarter of 2018, using the modified retrospective transition practical expedient that allows us to evaluate the impact of contracts as of the Adoption Date rather than evaluating the impact of the contracts at the time they occurred prior to the Adoption Date. There was no material effect associated with the election of this practical expedient. As a practical expedient, shipping and handling fee revenues and the related expenses are reported as fulfillment revenues and expenses for all customers. Therefore, all shipping and handling costs associated with outbound freight are accounted for as a fulfillment costs and are included in cost of sales. As a practical expedient, we do not adjust the promised amount of consideration for the effects of a significant financing component when we expect, at contract inception, that the period between our transfer of a promised product or service to a customer and when the customer pays for that product or service will be one year or less. We do not typically include extended payment terms in our contracts with customers. We have also elected not to provide the remaining performance obligations disclosures related to service contracts in accordance with the practical expedient in ASC 606-10-55-18. We recognize revenue in the amount to which the entity has a right to invoice and have adopted this election to not provide the remaining performance obligations related to service contracts. See Note 15 - Revenue Recognition for additional information. Recent Accounting Standards Not Yet Adopted – In February 2018, the FASB issued ASU 2018-02, Income Statement - Reporting Comprehensive Income, which allows a reclassification from accumulated other comprehensive income to retained earnings for stranded tax effects resulting from the Tax Act. The standard is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. Early adoption is permitted for any interim and annual financial statements that have not yet been issued. We are currently evaluating the potential impact on our consolidated financial statements and disclosures. In August 2017, the FASB issued ASU No. 2017-12, Derivatives and Hedging (Topic 815): Targeted Improvements to Accounting for Hedging Activities . The targeted amendments help simplify certain aspects of hedge accounting and result in a more accurate portrayal of the economics of an entity’s risk management activities in its financial statements. For cash flow and net investment hedges as of the adoption date, the guidance requires a modified retrospective approach. The guidance is effective for annual periods beginning after December 15, 2018 and interim periods within those years, with early adoption permitted. The adoption of this guidance is not expected to have a material impact on our consolidated financial statements. In January 2017, the FASB issued ASU No. 2017-04, Intangibles—Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment . To simplify the measurement of goodwill impairments, this ASU eliminates Step 2 from the goodwill impairment test, which required the calculation of the implied fair value of goodwill. Instead, under the amendments in this ASU, an entity should perform its annual, or interim, goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount. The guidance will be effective for annual or any interim goodwill impairment tests in fiscal years beginning after December 15, 2019. Early adoption is permitted for interim or annual goodwill impairment tests performed on testing dates after January 1, 2017. The adoption of this guidance is not expected to have a material impact on our consolidated financial statements. In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842) . The standard requires lessees to recognize the assets and liabilities arising from leases on the balance sheet and retains a distinction between finance leases and operating leases. The classification criteria for distinguishing between finance leases and operating leases are substantially similar to the classification criteria for distinguishing between capital leases and operating leases in the previous lease guidance. The accounting standard is effective for annual periods beginning after December 15, 2018, including interim periods within those fiscal years, with early adoption permitted. We are currently identifying our leases as that term is defined in the standard and assessing the impact of the standard on our financial statements. We continue evaluating the transition guidance and practical expedients as they are issued, but we have not decided on the utilization of practical expedients. However, the adoption of this standard will result in the recognition of a lease liability and related right-of-use asset and will materially impact our balance sheet. With the exception of the new standards discussed above, there have been no other recent accounting pronouncements or changes in accounting pronouncements during the quarter ended March 31, 2018 that are of significance or potential significance to us. |
Acquisitions
Acquisitions | 3 Months Ended |
Mar. 31, 2018 | |
Business Combinations [Abstract] | |
Acquisitions | Acquisitions For the three months ended March 31, 2018 , we completed the following acquisitions: • In March 2018, we acquired the remaining issued and outstanding shares and membership interests of ABS, a premier supplier of value-added services for the millwork industry located in Sacramento, California. ABS is now part of our North America segment. • In February 2018, we acquired all of the issued and outstanding shares of A&L, a leading manufacturer of residential aluminum windows and patio doors. A&L is now part of our Australasia segment. • In February 2018, we acquired the Domoferm Group of companies from Domoferm International GmbH. The Domoferm Group of companies is a leading provider of steel doors, steel door frames, and fire doors for commercial and residential markets. Domoferm is now part of our Europe segment. The preliminary fair values of the assets and liabilities acquired of the completed acquisitions are summarized below: (amounts in thousands) Preliminary Allocation Fair value of identifiable assets and liabilities: Accounts receivable $ 58,714 Inventories 96,771 Other assets 22,152 Property and equipment 52,815 Identifiable intangible assets 70,057 Goodwill 62,399 Total assets $ 362,908 Accounts payable 29,512 Current maturities of long-term debt 17,278 Other current liabilities 27,471 Long-term debt 47,369 Other liabilities 17,735 Non-controlling interest (184 ) Total liabilities $ 139,181 Purchase Price: Cash consideration, net of cash acquired $ 165,687 Contingent consideration 3,898 Gain on previously held shares 20,767 Existing investment in acquired entity 33,483 Non-cash consideration related to acquired intercompany balances (108 ) Total consideration, net of cash acquired $ 223,727 Preliminary goodwill of $62.4 million , calculated as the excess of the purchase price over the fair value of net assets, represents operational efficiencies and sales synergies, and no amount is expected to be tax-deductible. The intangible assets include tradenames, software, patents and customer relationships and will be amortized over a preliminary estimated weighted average amortization period of 19 years. Acquisition-related costs of $2.3 million were expensed as incurred and are included in SG&A expense in the accompanying unaudited consolidated statements of operations for the three months ended March 31, 2018 . The contingent consideration, relating to the A&L acquisition, is based on underlying business performance through June 2018, to be paid in the third quarter of 2018. The contingent liability is included in accrued expenses and other current liabilities in our unaudited consolidated balance sheet. The gain on previously held shares relates to a remeasurement of our existing 50% ownership interest to fair value for one of the recent acquisitions. We evaluated these acquisitions quantitatively and qualitatively and determined them to be insignificant both individually and in the aggregate. Therefore, the pro forma disclosures and sales and profits attributable to acquisitions under ASC 805-10-50 have been omitted. During the second and third quarters of 2017, we completed three acquisitions for total consideration of approximately $131.7 million , net of cash acquired. The excess purchase price over the preliminary fair value of net assets acquired of $24.4 million and $46.7 million was allocated to goodwill and intangible assets, respectively. Goodwill is the excess of the purchase price over the fair value of net assets acquired in business combinations and represents operational efficiencies and sales synergies, and $14.0 million is expected to be tax-deductible. The intangible assets include tradenames, software, and customer relationships and will be amortized over an estimated weighted average amortization period of 18 years. There were no acquisition-related costs in the three months ended April 1, 2017 . In 2017, the measurement period adjustment reduced the preliminary allocation of goodwill by $23.6 million and increased the preliminary allocation of property and equipment, intangible assets, and cash consideration, net of cash acquired by $16.7 million , $16.3 million and $7.7 million , respectively, with the remaining preliminary allocation changes related to other working capital accounts. In 2018, the measurement period adjustment increased the preliminary allocation of goodwill by $0.3 million with the offset to working capital accounts. The results of the acquisitions are included in our unaudited consolidated financial statements from the date of their acquisition. |
Accounts Receivable
Accounts Receivable | 3 Months Ended |
Mar. 31, 2018 | |
Receivables [Abstract] | |
Accounts Receivable | Accounts Receivable We sell our manufactured products to a large number of customers, primarily in the residential housing construction and remodel sectors, broadly dispersed across many domestic and foreign geographic regions. We perform ongoing credit evaluations of our customers to minimize credit risk. We do not usually require collateral for accounts receivable but will require advance payment, guarantees, a security interest in the products sold to a customer, and/or letters of credit in certain situations. Customer accounts receivable converted to notes receivable are primarily collateralized by inventory or other collateral. At March 31, 2018 and December 31, 2017 , we had an allowance for doubtful accounts of $5.1 million and $4.4 million , respectively. |
Inventories
Inventories | 3 Months Ended |
Mar. 31, 2018 | |
Inventory Disclosure [Abstract] | |
Inventories | Inventories Inventories are stated at lower of cost or net realizable value. Finished goods and work-in-process inventories include material, labor and manufacturing overhead costs. (amounts in thousands) March 31, December 31, Raw materials $ 312,048 $ 283,772 Work in process 42,307 35,734 Finished goods 191,220 85,847 Total inventories $ 545,575 $ 405,353 |
Property and Equipment, Net
Property and Equipment, Net | 3 Months Ended |
Mar. 31, 2018 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment, Net | Property and Equipment, Net (amounts in thousands) March 31, December 31, Property and equipment $ 1,941,919 $ 1,863,624 Accumulated depreciation (1,128,964 ) (1,106,913 ) Total property and equipment, net $ 812,955 $ 756,711 We monitor all property and equipment for any indicators of potential impairment. Impairments in the amount of $0.6 million and $0.0 million were recorded for the three months ended March 31, 2018 and April 1, 2017 , respectively. In November of 2016, we entered into a 17 -year, non-cancelable build-to-suit arrangement for a corporate headquarters facility in Charlotte, North Carolina that is accounted for under the build-to-suit guidance contained in ASC 840, Leases . The lease commenced upon completion of construction in February 2018. Since we were involved in the construction of structural improvements prior to the commencement of the lease and took some level of construction risk, we were considered the accounting owner of the assets and land during the construction period. Further, since certain terms of the lease do not meet normal sale-leaseback criteria, we are considered the accounting owner after the construction period as well. During the first quarter of 2018, we recorded $20.0 million of build-to-suit assets included in Property and equipment, net, and set up a corresponding financial obligation of $20.4 million included in long-term debt in the accompanying unaudited consolidated balance sheet. The build-to-suit asset is being depreciated over its estimated useful life and lease payments are being applied as debt service against the liability. Depreciation expense was recorded as follows: Three Months Ended (amounts in thousands) March 31, April 1, Cost of sales $ 19,983 $ 18,895 Selling, general and administrative 1,998 2,090 Total depreciation expense $ 21,981 $ 20,985 |
Goodwill
Goodwill | 3 Months Ended |
Mar. 31, 2018 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill | Goodwill The following table summarizes the changes in goodwill by reportable segment: (amounts in thousands) North America Europe Australasia Total Reportable Segments Balance as of January 1 $ 201,560 $ 268,162 $ 79,341 $ 549,063 Acquisitions 17,645 30,167 14,587 62,399 Acquisition remeasurements 291 — — 291 Currency translation (175 ) 7,396 (1,470 ) 5,751 Balance at end of period $ 219,321 $ 305,725 $ 92,458 $ 617,504 |
Intangible Assets, Net
Intangible Assets, Net | 3 Months Ended |
Mar. 31, 2018 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets, Net | Intangible Assets, Net The cost and accumulated amortization values of our intangible assets were as follows: (amounts in thousands) March 31, December 31, Trademarks and trade names $ 55,586 $ 38,600 Software 45,547 35,191 Patents, licenses and rights 80,942 47,385 Customer relationships and agreements 115,678 105,485 Total amortizable intangibles $ 297,753 $ 226,661 Accumulated amortization (65,716 ) (60,348 ) Total intangibles, net $ 232,037 $ 166,313 Intangible assets are reviewed for impairment whenever events or changes in circumstances indicate the carrying amount of such assets may not be recoverable. Intangible assets that become fully amortized are removed from the accounts in the period that they become fully amortized. Amortization expense was recorded as follows: Three Months Ended (amounts in thousands) March 31, April 1, Amortization expense $ 4,702 $ 3,881 |
Other Assets
Other Assets | 3 Months Ended |
Mar. 31, 2018 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Other Assets | Other Assets (amounts in thousands) March 31, December 31, Customer displays $ 15,021 $ 12,702 Deposits 6,470 3,640 Long-term notes receivable 4,978 4,984 Overfunded pension benefit obligation 1,962 1,903 Other prepaid expenses 1,774 1,869 Debt issuance costs on unused portion of revolver facility 1,506 2,045 Other long-term accounts receivable 1,666 1,556 Investments 417 33,187 Total other assets $ 33,794 $ 61,886 As of December 31, 2017, our investments consisted primarily of one of our 50% owned investments that was accounted for under the equity method as well as eight investments accounted for under the cost method. During the first quarter of 2018, we purchased the remaining outstanding shares of an acquired entity, and we recognized a gain of $20.8 million on the previously held shares. This investment is now eliminated in consolidation. Prior period balances in the table above have been reclassified to conform to current period presentation. |
Accrued Expenses and Other Curr
Accrued Expenses and Other Current Liabilities | 3 Months Ended |
Mar. 31, 2018 | |
Payables and Accruals [Abstract] | |
Accrued Expenses and Other Current Liabilities | Accrued Expenses and Other Current Liabilities (amounts in thousands) March 31, December 31, Accrued sales and advertising rebates $ 59,672 $ 73,585 Other accrued taxes 26,937 19,996 Accrued expenses 22,924 27,667 Current portion of warranty liability (Note 10) 20,843 19,547 Current portion of deferred revenue (Note 15) 13,046 9,970 Accrued interest payable 11,645 1,945 Current portion of accrued claim costs relating to self-insurance programs 11,519 12,866 Current portion of accrued income taxes payable 7,298 10,962 Current portion of restructuring accrual (Note 18) 5,317 7,162 Current portion of derivative liability (Note 20) 2,126 2,905 Total accrued expenses and other current liabilities $ 181,327 $ 186,605 The accrued sales and advertising rebate and accrued interest payable balances can fluctuate significantly from quarter to quarter due to timing of payments. Prior period balances in the table above have been reclassified to conform to current period presentation. |
Warranty Liability
Warranty Liability | 3 Months Ended |
Mar. 31, 2018 | |
Product Warranties Disclosures [Abstract] | |
Warranty Liability | Warranty Liability Warranty terms vary from one year to lifetime on certain window and door components. Warranties are normally limited to servicing or replacing defective components for the original customer. Some warranties are transferable to subsequent owners, and are either limited to 10 years from the date of manufacture, or require pro-rata payments from the customer. A provision for estimated warranty costs is recorded at the time of sale based on historical experience, and we periodically adjust these provisions to reflect actual experience. An analysis of our warranty liability is as follows: (amounts in thousands) March 31, April 1, Balance as of January 1 $ 46,256 $ 45,398 Current period expense 6,049 4,549 Liabilities assumed due to acquisition 1,541 — Experience adjustments 336 1,116 Payments (6,830 ) (4,984 ) Currency translation (124 ) 127 Balance as of end of period 47,228 46,206 Current portion (20,843 ) (18,921 ) Long-term portion $ 26,385 $ 27,285 The most significant component of our warranty liability is in the North America segment which totaled $40.7 million at March 31, 2018 after discounting future estimated cash flows at rates between 0.76% and 4.75% . Without discounting, the liability would have been higher by approximately $2.7 million . |
Long-Term Debt
Long-Term Debt | 3 Months Ended |
Mar. 31, 2018 | |
Debt Disclosure [Abstract] | |
Long-Term Debt | Long-Term Debt Our long-term debt, net of original issue discount and unamortized debt issuance costs, consisted of the following: (amounts in thousands) March 31, 2018 Interest Rate March 31, December 31, Senior notes 4.63% - 4.88% $ 800,000 $ 800,000 Term loans 0.78% - 5.64% 497,363 440,568 Revolving credit facilities 0.67% - 5.00% 113,779 — Mortgage notes 1.65% 34,071 33,517 Installment notes 0.99% - 8.29% 37,615 10,290 Installment notes for stock 3.00% - 4.75% 1,097 1,944 Unamortized debt issuance costs (12,817 ) (12,616 ) 1,471,108 1,273,703 Current maturities of long-term debt (25,298 ) (8,770 ) Long-term debt $ 1,445,810 $ 1,264,933 Summaries of our outstanding debt agreements as of March 31, 2018 are as follows: Senior Notes – In December 2017, we issued $800.0 million of unsecured Senior Notes in two tranches: $400.0 million bearing interest at 4.625% and maturing in December 2025 and $400.0 million bearing interest at 4.875% and maturing in December 2027 in a private placement for resale to qualified institutional buyers pursuant to Rule 144A under the Securities Act. Each tranche was issued at par. Interest is payable semiannually in arrears each June and December through maturity. Debt issuance costs of $11.7 million are being amortized to interest expense over the life of the notes using the effective interest method. Term Loans U.S. Facility - In November 2016, we borrowed an additional $375.0 million , and refinanced and amended certain terms and provisions of the Term Loan Facility. The proceeds, along with cash on hand and borrowings on our ABL Facility, were used to fund a distribution to shareholders and holders of equity awards. We incurred $8.1 million of debt issuance costs related to this amendment. In February 2017, we prepaid $375.0 million of outstanding principal with the proceeds from our IPO. As a result, we recorded a proportional write-off of $5.2 million of unamortized debt issuance costs and $0.9 million of original issue discount to interest expense. In March 2017, we amended the facility to reduce the interest rate and remove the cap on the amount of cash used in the calculation of net debt. The offering price of the amended term loans was par. Pursuant to this amendment, certain lenders converted their commitments in an aggregate amount, along with an additional commitment advanced by a replacement lender. We incurred $1.1 million of debt issuance costs related to this term loan amendment, which is included as an offset to long-term debt in the accompanying unaudited consolidated balance sheets. In December 2017, along with the issuance of the Senior Notes, we re-priced and amended the facility and repaid $787.4 million of outstanding borrowings with the net proceeds from the Senior Notes which resulted in a principal balance of $440.0 million . In connection with the debt extinguishment, we expensed the related unamortized original discount of $5.9 million , unamortized debt issuance costs of $15.4 million , and bank fees of $1.7 million as a loss on extinguishment of debt in the consolidated statements of operations. The re-priced term loans were offered at par, will mature in December 2024 (extended from July 2022), and bear interest at LIBOR (subject to a floor of 0.00% ) plus a margin of 1.75% to 2.00% , determined by our corporate credit ratings. This compares favorably to the previous rate of LIBOR (subject to a floor of 1.00% ) plus a margin of 2.75% to 3.00% , determined by our net leverage ratio, under the prior amendment. This amendment also modifies other terms and provisions, including providing for additional covenant flexibility and additional capacity under the facility, and conforming to certain terms and provisions of the Senior Notes. This amendment requires that 0.25% (or $1.1 million ) of the aggregate principal amount be repaid quarterly prior to the final maturity date, resulting in an outstanding principal balance of $438.9 million as of March 31, 2018. The facility is secured by the same collateral and guaranteed by the same guarantors as it was under each of the prior amendments. We incurred $0.7 million of debt issuance costs related to this amendment which are being amortized to interest expense over the life of the facility using the effective interest method. Australian Facility - In February 2018, we amended the Australian Senior Secured Credit Facility to include an additional AUD $55.0 million floating rate term loan facility at BBSY plus a margin ranging from 1.00% to 1.10% which matures in February 2023. In addition, we pay a line fee of 1.25% on the unused portion of the commitment amount. This facility is secured by guarantees of JWA and had an outstanding principal balance of $38.4 million as of March 31, 2018. Other Acquired Facilities - During Q1 2018, we acquired a $11.6 million term loan facility associated with our ABS acquisition which consisted of five separate term loans with maturity dates from March 2019 to December 2022. These loans bear interest at LIBOR plus margins ranging from 1.85% to 2.00% . Principal is required to be repaid monthly in equal installments through each loan’s maturity. As of March 31 2018, we had $11.6 million outstanding under this facility. In addition, we acquired $8.2 million in various term loan facilities associated with our Domoferm acquisition. Maturities of these term loans are from 2021 through 2025 with both fixed and variable interest rates ranging from 0.78% to 3.65% . Included within this is a $2.2 million obligation under a sale and leaseback agreement relating to the land and buildings at the Gänserndorf, Austria facility which matures in 2021. As of March 31 2018, we had $8.1 million outstanding under these facilities. Revolving Credit Facilities ABL Facility - In December 2017, along with the offering of the Senior Notes and repricing of the Term Loan Facility, we amended our $300.0 million ABL Facility. The facility will mature in December 2022 (extended from October 2019) and bears interest primarily at LIBOR (subject to a floor of 0.00% ) plus a margin of 1.25% to 1.75% , determined by availability. This compares favorably to the rate of LIBOR (subject to a floor of 0.00% ) plus a margin of 1.50% to 2.00% under the previous amendment. This amendment also makes certain adjustments to the borrowing base and modifies other terms and provisions, including providing for additional covenant flexibility and additional flexibility under the facility, and conforming to certain terms and provisions of the Senior Notes and Term Loan Facility. In connection with the amendment to the ABL Facility, we expensed $0.2 million of unamortized loan fees as a loss on extinguishment of debt in the accompanying consolidated statements of operations. Debt issuance costs related to the ABL Facility are reclassified to other assets in the accompanying consolidated balance sheets, in proportion to the commitment amount, less loan utilization. Extensions of credit under the ABL Facility are limited by a borrowing base calculated periodically based on specified percentages of the value of eligible accounts receivable, eligible inventory and certain other assets, subject to certain reserves and other adjustments. We pay a fee between 0.25% to 0.375% on the unused portion of the commitments under the facility. As of March 31, 2018 , we had $76.5 million in borrowings, $32.5 million in letters of credit and $157.2 million available under the ABL Facility. The ABL Facility has a minimum fixed charge coverage ratio that we are obligated to comply with under certain circumstances. The ABL Facility has various non-financial covenants, including restrictions on liens, indebtedness, and dividends, customary representations and warranties, and customary events of defaults and remedies. The ABL Facility permits us to request commitment increases up to the greater of $100 million , or the greatest amount by which the borrowing base has exceeded the maximum global credit amount at the end of any of the twelve fiscal months prior to the effective date of the commitment increase, subject to certain conditions. Australia Senior Secured Credit Facility - In February 2018, we amended the Australia Senior Secured Credit Facility to provide for an AUD $15.0 million floating rate revolving loan facility, an AUD $12.0 million interchangeable facility for guarantees and letters of credit, an AUD $7.0 million electronic payaway facility, an AUD $2.5 million asset finance facility, an AUD $1.0 million commercial card facility and an AUD $5.0 million overdraft line of credit. Apart from the AUD $55.0 million floating rate term loan facility mentioned above, the Australia Senior Secured Credit Facility matures in June 2019 . Loans under the revolving loan facility bear interest at BBSY plus a margin of 0.75% , and a line fee of 1.15% is also paid on the revolving facility limit. Overdraft balances bear interest at the bank’s reference rate minus a margin of 1.00% , and a line fee of 1.15% is paid on the overdraft facility limit. At March 31, 2018 , we had AUD $15.0 million (or $11.5 million ) available under the revolving loan facility, AUD $4.1 million (or $3.2 million ) under the interchangeable facility, AUD $7.0 million (or $5.4 million ) under the electronic payaway facility, AUD $2.5 million (or $1.9 million ) under the asset finance facility, AUD $0.8 million (or $0.6 million ) under the commercial card facility and AUD $5.0 million (or $3.8 million ) available under the overdraft line of credit. The credit facility is secured by guarantees of the subsidiaries of JWA, fixed and floating charges on the assets of the JWA group, and mortgages on certain real properties owned by the JWA group. The agreement requires that JWA maintain certain financial ratios, including a minimum consolidated interest coverage ratio and a maximum consolidated debt to EBITDA ratio. The agreement limits dividends and repayments of intercompany loans where the JWA group is the borrower and limits acquisitions without the bank’s consent. Euro Revolving Facility - In January 2015, we entered into the Euro Revolving Facility, a €39 million revolving credit facility, which includes an option to increase the commitment by an amount of up to €10 million , with a syndicate of lenders and Danske Bank A/S, as agent. The Euro Revolving Facility matures on January 30, 2019. Loans under the Euro Revolving Facility bear interest at an IBOR, specific to the borrowing currency, (subject to a floor of 0.00% ), plus a margin of 2.50% . A commitment fee of 1.00% is paid on the unutilized amount of the facility. As of March 31, 2018 , we had no outstanding borrowings, € 0.4 million (or $ 0.5 million ) of bank guarantees outstanding, and € 38.6 million (or $47.6 million ) available under this facility. The facility requires JELD-WEN A/S to maintain certain financial ratios, including a maximum ratio of senior leverage to Adjusted EBITDA (as calculated therein), and a minimum ratio of Adjusted EBITDA (as calculated therein) to net finance charges. In addition, the facility has various non-financial covenants including restrictions on liens, indebtedness, and dividends, customary representations and warranties, and customary events of default and remedies. Other Acquired Facilities - During Q1 2018, we acquired a $45.0 million revolving credit facility associated with our ABS acquisition. Loans under this facility bear interest at LIBOR plus a margin ranging from 1.40% to 1.90% determined by the acquired company’s leverage. The acquired company had $29.4 million outstanding on the date of acquisition. This facility matures in July 2019. As of March 31, 2018, we had $29.4 million in outstanding borrowings, $2.8 million in letters of credit and $12.8 million available under this facility. In addition, we acquired € 9.2 million in various overdraft facilities associated with our Domoferm acquisition. The acquired company had €6.1 million (or $7.6 million ) outstanding on the date of acquisition. The facilities have variable interest rates ranging from 0.67% - 1.98% and are included in the current portion of long term debt. As of March 31, 2018 , we had € 6.4 million (or $7.8 million ) in outstanding borrowings, € 1.2 million (or $1.5 million ) of bank guarantees outstanding, and € 1.6 million (or $1.9 million ) available under these facilities. At March 31, 2018 , we had combined borrowing availability of $231.0 million under our revolving facilities. Mortgage Notes – In December 2007, we entered into thirty -year mortgage notes secured by land and buildings with principal payments beginning in 2018. As of March 31, 2018 , we had DKK 206.0 million (or $34.1 million ) outstanding under these notes. Installment Notes – Installment notes represent insurance premium financing, capitalized lease obligations, and loans secured by equipment. As of March 31, 2018 , we had $37.6 million outstanding under these notes, which include the acquired installment notes discussed below. We acquired $7.8 million in various installment notes associated with our Domoferm and A&L acquisitions. Maturities of these installment notes are from 2018 through 2027 with both fixed and variable interest rates which range from 0.99% to 8.29% . As of March 31, 2018, we had $7.7 million outstanding under these acquired facilities. Installment Notes for Stock – We entered into installment notes for stock representing amounts due to former or retired employees for repurchases of our stock that are payable over 5 or 10 years depending on the amount with payments through 2020. As of March 31, 2018 , we had $1.1 million outstanding under these notes. As of March 31, 2018 and December 31, 2017, we were in compliance with the terms of all of our credit facilities. |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2018 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes The effective income tax rate for continuing operations was (11.3)% for the three months ended March 31, 2018 , compared to 27.5% for the three months ended April 1, 2017 . In accordance with ASC 740-270, we recorded tax benefit of $4.0 million from continuing operations in the three months ended March 31, 2018 , compared to a tax expense of $2.3 million for the three months ended April 1, 2017 , by applying an estimated annual effective tax rate to our year-to-date income for includable entities during the respective periods. Our estimated annual effective tax rate for the current year includes the impact of the new tax on Global Intangible Low Taxed Income (“GILTI”). We continue evaluating the accounting policy election for GILTI of either (1) treating taxes due for GILTI as a current-period expense when incurred or (2) factoring such amounts into our measurement of deferred taxes. The selection of an accounting policy will depend upon a detailed analysis of the additional guidance on the operation of the GILTI provisions provided by the U.S. Treasury and our global income and other tax attributes to determine the potential impact, if any, of these provisions. Any subsequent adjustments to this provisional estimate will be reflected on a current basis when determined. The application of the estimated annual effective tax rate in interim periods may result in a significant variation in the customary relationship between income tax expense and pretax accounting income due to the seasonality of our global business. Entities which are currently generating losses and for which there is a full valuation allowance are excluded from the worldwide effective tax rate calculation and are calculated separately. The impact of significant discrete items is separately recognized in the quarter in which they occur. The tax benefit related to discrete items included in the tax provision for continuing operations for the three months ended March 31, 2018 was $8.7 million , compared to a tax benefit of $0.3 million for the three months ended April 1, 2017 . The discrete amounts for the three months ended March 31, 2018 were comprised primarily of $7.1 million of tax benefit attributable to the write-off of the outside basis difference of our investment formerly held as an equity method investment upon acquisition of the remaining shares, and $1.8 million of tax benefit attributable to stock compensation exercises and expirations, offset by tax expense of $0.2 million attributable to current period interest expense on uncertain tax positions. The discrete benefit amounts for the three months ended April 1, 2017 were comprised primarily of a valuation allowance release of $0.6 million for our Canadian subsidiary, offset by tax expense of $0.3 million for current period interest expense on uncertain tax positions. Under ASC 740-10, we provide for uncertain tax positions and the related interest expense by adjusting unrecognized tax benefits and accrued interest accordingly. We recognize potential interest and penalties related to unrecognized tax benefits in income tax expense. We had unrecognized tax benefits of $13.0 million and $13.3 million as of March 31, 2018 and December 31, 2017 , respectively. In December 2017, the Tax Act was signed into law, which resulted in significant changes to U.S. tax rules. We recorded provisional estimates of the impacts of the Tax Act on our financial statements as of December 2017 in accordance with ASU 2018-05 and SAB 118 issued by the SEC. The direct impacts were due primarily to the change in the U.S. corporate income tax rate from 35% to 21% for tax years beginning after December 31, 2017 and the one-time deemed repatriation tax. As a result of the lowering of the U.S. federal tax rate, we revalued our net deferred tax assets in the U.S. reflecting the lower expected benefit in the U.S. in the future. This revaluation resulted in additional tax expense totaling approximately $21.1 million for the year ended December 31, 2017. The one-time deemed repatriation tax, which effectively subjected our net aggregate historic foreign earnings to taxation in the U.S., resulted in a further tax charge of $11.3 million . During the fourth quarter of 2017, we undertook certain transactions which involved the repatriation of certain earnings from foreign subsidiaries. While these transactions were not undertaken as a direct result of tax reform, the U.S. tax implications were heavily impacted due to the timing of the transactions and the measurement dates as outlined in the Tax Act. We recorded a net increase to tax expense of $65.8 million related to these transactions and their impacts under the Tax Act. We are currently assessing the impact of this legislation on our consolidated financial statements for calendar year 2018 and beyond. We are not in a position as of March 31, 2018 to reflect any adjustments to our provisional estimates as we have not completed our analysis and specific guidance related to the operation of the provisions in the Tax Act has yet to be issued. We will complete our analysis over a one-year measurement period as outlined in SAB 118 issued by the SEC in December 2017, and any adjustments during this measurement period will be recorded in earnings from continuing operations. |
Segment Information
Segment Information | 3 Months Ended |
Mar. 31, 2018 | |
Segment Reporting [Abstract] | |
Segment Information | Segment Information We report our segment information in the same way management internally organizes the business in assessing performance and making decisions regarding allocation of resources in accordance with ASC 280-10- Segment Reporting . We determined that we have three reportable segments, organized and managed principally by geographic region. Our reportable segments are North America, Europe and Australasia. We report all other business activities in Corporate and unallocated costs. Factors considered in determining the three reportable segments include the nature of business activities, the management structure accountable directly to the CODM, the discrete financial information available and the information regularly reviewed by the CODM. Management reviews net revenues and Adjusted EBITDA (as defined below) to evaluate segment performance and allocate resources. We define Adjusted EBITDA as net income (loss), adjusted for the following items: equity earnings of non-consolidated entities; income tax; depreciation and amortization; interest expense, net; impairment and restructuring charges; gain on previously held shares of equity investment; (gain) loss on sale of property and equipment; share-based compensation expense; non-cash foreign exchange transaction/translation (income) loss; other non-cash items; other items; and costs related to debt restructuring and debt refinancing. Prior year balances have been revised with the activity being adjusted through the “Net revenues from external customers - North America” line below. See detail in Note 1 - Description of Company and Significant Accounting Policies . The following tables set forth certain information relating to our segments’ operations. (amounts in thousands) North America Europe Australasia Total Operating Segments Corporate and Unallocated Costs Total Consolidated Three Months Ended March 31, 2018 Total net revenues $ 498,333 $ 302,469 $ 148,700 $ 949,502 $ — $ 949,502 Intersegment net revenues (392 ) (782 ) (2,149 ) (3,323 ) — (3,323 ) Net revenues from external customers $ 497,941 $ 301,687 $ 146,551 $ 946,179 $ — $ 946,179 Impairment and restructuring charges 2,756 248 1,340 4,344 (1,370 ) 2,974 Adjusted EBITDA 47,035 33,807 16,742 97,584 (9,752 ) 87,832 Three Months Ended April 1, 2017 Total net revenues $ 484,630 $ 242,668 $ 124,342 $ 851,640 $ — $ 851,640 Intersegment net revenues (467 ) (346 ) (2,974 ) (3,787 ) — (3,787 ) Net revenues from external customers $ 484,163 $ 242,322 $ 121,368 $ 847,853 $ — $ 847,853 Impairment and restructuring charges 236 873 — 1,109 93 1,202 Adjusted EBITDA 50,178 27,205 13,249 90,632 (9,670 ) 80,962 Reconciliations of net income to Adjusted EBITDA are as follows: Three Months Ended (amounts in thousands) March 31, April 1, Net income $ 40,271 $ 6,428 Equity earnings of non-consolidated entities (738 ) (481 ) Income tax (benefit) expense (4,025 ) 2,252 Depreciation and amortization 28,459 27,062 Interest expense, net (a) 15,661 26,892 Impairment and restructuring charges (b) 2,974 1,180 Gain on previously held shares of equity investment (20,767 ) — Gain on sale of property and equipment (86 ) (43 ) Stock-based compensation expense 1,951 5,444 Non-cash foreign exchange transaction/translation loss 3,881 4,360 Other non-cash items — 1 Other items (c) 20,285 7,587 Costs relating to debt restructuring and debt refinancing (d) (34 ) 280 Adjusted EBITDA $ 87,832 $ 80,962 (a) Interest expense for the three months ended April 1, 2017 includes $6,097 related to the write-off of a portion of the unamortized debt issuance costs and original issue discount associated with the Term Loan Facility. (b) Impairment and restructuring charges consist of (i) impairment and restructuring charges that are included in our unaudited consolidated statements of operations plus (ii) additional charges relating to inventory and/or manufacturing of our products of $22 that are included in cost of sales in the accompanying unaudited consolidated statements of operations for the three months ended April 1, 2017 . For further explanation of impairment and restructuring charges that are included in our unaudited consolidated statements of operations, see Note 18 - Impairment and Restructuring Charges of Continuing Operations in our unaudited financial statements. (c) Other items not core to business activity include: (i) in the three months ended March 31, 2018 , (1) $13,560 in legal, (2) $2,550 in acquisition costs and (3) $2,401 in costs related to exit of CEO; and (ii) in the three months ended April 1, 2017 , (1) $7,996 in legal costs, (2) $498 in facility shut down costs, (3) $348 in professional fees related to the IPO process, partially offset by (4) $2,247 in gain on settlement of contract escrow. (d) Includes non-recurring fees and expenses related to professional advisors, financial advisors and financial monitors retained in connection with the refinancing of our debt obligations. |
Capital Stock
Capital Stock | 3 Months Ended |
Mar. 31, 2018 | |
Equity [Abstract] | |
Capital Stock | Capital Stock On February 1, 2017, immediately prior to the closing of the IPO, the Company filed its Charter with the Delaware Secretary, and the Company’s Bylaws became effective, each as contemplated by the registration statement we filed in connection with our IPO. The Charter, among other things, provides that the Company’s authorized capital stock consists of 900,000,000 shares of common stock, par value $0.01 per share and 90,000,000 shares of preferred stock, par value $0.01 per share. Preferred Stock – Our Board of Directors is authorized to issue Preferred Stock from time to time in one or more series and with such rights, privileges, and preferences as the Board of Directors shall from time to time determine. We have not issued any shares of preferred stock. Common Stock – As of December 31, 2016, we were governed by our pre-IPO charter, which provided the authority to issue 22,810,000 shares of common stock, with a par value of $0.01 per share, of which 22,379,800 shares were designated common stock and 430,200 shares were designated as Class B-1 Common Stock. On January 3, 2017, our pre-IPO charter was amended authorizing us to issue 900,000,000 shares of common stock, with a par value of $0.01 per share. Each share of common stock had the same rights, privileges, interest and attributes and was subject to the same limitations as every other share. Under our pre-IPO charter, each share of Class B-1 Common Stock was convertible at the option of the holder into shares of common stock at the same ratio on the date of conversion as a share of Series A-1 Stock would have been convertible on such date of conversion, assuming that no cash dividends had been paid on the Series A-1 Stock (or its predecessor security) since the date of initial issuance. Immediately prior to the closing of our IPO, all of the outstanding shares of Class B-1 Common Stock were converted into 309,404 shares of common stock. Common stock includes the basis of shares outstanding plus amounts recorded as additional paid-in capital. Shares outstanding exclude the shares issued to the Employee Benefit Trust that are considered similar to treasury shares and total 193,941 shares at both March 31, 2018 and December 31, 2017 with a total original issuance value of $12.4 million . On February 1, 2017, we closed our IPO and received $480.3 million in proceeds, net of underwriting discounts and commissions. Costs associated with our initial public offering of $7.9 million , including $5.9 million of capitalized costs included in “other assets” as of previous period end, were charged to equity upon completion of the IPO. |
Revenue Recognition
Revenue Recognition | 3 Months Ended |
Mar. 31, 2018 | |
Revenue from Contract with Customer [Abstract] | |
Revenue Recognition | Revenue Recognition Revenue is recognized when obligations under the terms of a contract with our customer are satisfied. Generally, this occurs with the transfer of control of our products or services. Revenue is measured as the amount of consideration we expect to receive in exchange for transferring goods or providing services. The taxes we collect concurrent with revenue-producing activities (e.g., sales tax, value added tax, and other taxes) are excluded from revenue. Incidental items that are immaterial in the context of the contract are recognized as expense. The expected costs associated with our base warranties and field service actions continue to be recognized as expense when the products are sold (see Note 10 - Warranty Liabilities ). Since payment is due at or shortly after the point of sales, the contract asset is classified as a receivable. We disaggregate revenues from product sales and services based on geographical location. See Note 13 - Segment Information for further information on disaggregated revenue. Deferred Revenue – We record deferred revenue when we collect pre-payments from customers for performance obligations we expect to fulfill through future performance of a service or delivery of a product. We classify our deferred revenue based on our estimate as to when we expect to satisfy the related performance obligations. Current deferred revenues are included in accrued expenses and other current liabilities, and noncurrent deferred revenues are included in deferred credits and other liabilities in the accompanying unaudited consolidated balance sheets. Significant changes in the deferred revenue balances during the period are as follows: (amounts in thousands) March 31, Balance as of January 1 $ 9,970 Increases due to cash received 27,470 Liabilities assumed due to acquisition 1,235 Revenue recognized during the period (25,471 ) Currency translation (158 ) Balance at end of period $ 13,046 |
Earnings (Loss) Per Share
Earnings (Loss) Per Share | 3 Months Ended |
Mar. 31, 2018 | |
Earnings Per Share [Abstract] | |
Earnings (Loss) Per Share | Earnings (Loss) Per Share Basic earnings per share is calculated by dividing net earnings attributable to common shareholders by the weighted average shares outstanding during the period, without consideration for common stock equivalents. Diluted net earnings per share is calculated by adjusting weighted average shares outstanding for the dilutive effect of common share equivalents outstanding for the period, determined using the treasury-stock method. Common stock options, unvested Common Restricted Stock Units and unvested Common Performance Share Units are considered to be common stock equivalents included in the calculation of diluted net income (loss) per share. The basic and diluted income (loss) per share calculations for the three months ended March 31, 2018 and April 1, 2017 are presented below (in thousands, except share and per share amounts) . Three Months Ended March 31, April 1, Earnings (loss) per share basic: Income from continuing operations $ 39,533 $ 5,947 Equity earnings of non-consolidated entities 738 481 Income from continuing operations and equity earnings of non-consolidated entities 40,271 6,428 Undeclared Series A Convertible Preferred Stock dividends — (10,462 ) Net income attributable to non-controlling interest 6 — Net income (loss) attributable to common shareholders $ 40,265 $ (4,034 ) Weighted average outstanding shares of common stock basic 106,146,655 74,295,248 Net income (loss) per share - basic $ 0.38 $ (0.05 ) Three Months Ended March 31, April 1, Earnings (loss) per share diluted: Net income (loss) attributable to common shareholders - basic and diluted $ 40,265 $ (4,034 ) Weighted average outstanding shares of common stock basic 106,146,655 74,295,248 Restricted stock units, performance share units and options to purchase common stock 2,721,145 — Weighted average outstanding shares of common stock diluted 108,867,800 74,295,248 Net income (loss) per share - diluted $ 0.37 $ (0.05 ) The following table provides the securities that could potentially dilute basic earnings per share in the future, but were not included in the computation of diluted earnings per share because to do so would have been anti-dilutive: Three Months Ended March 31, April 1, Common Stock Options 250,612 8,005,695 Restricted stock units 20,337 549,520 |
Stock Compensation
Stock Compensation | 3 Months Ended |
Mar. 31, 2018 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Stock Compensation | Stock Compensation Prior to the IPO, our Amended and Restated Stock Incentive Plan, the “Stock Incentive Plan”, allowed us to offer common options, B-1 common options and common RSUs for the benefit of our employees, affiliate employees and key non-employees. Under the Stock Incentive Plan, we could award up to an aggregate of 2,761,000 common shares and 4,732,200 B-1 common shares. The Stock Incentive Plan provided for accelerated vesting of awards upon the occurrence of certain events. Through December 31, 2016, we issued 5,156,976 options and 385,220 RSUs under the Stock Incentive Plan. In connection with our IPO, the Board adopted and our shareholders approved the JELD-WEN Holding, Inc. 2017 Omnibus Equity Plan, the “Omnibus Equity Plan”. Under the Omnibus Equity Plan, equity awards may be made in respect of 7,500,000 shares of our common stock. Under the Omnibus Equity Plan, awards may be granted in the form of options, RSUs, stock appreciation rights, dividend equivalent rights, share awards and performance-based awards (including performance share units and performance-based restricted stock). Three Months Ended March 31, 2018 April 1, 2017 Shares Weighted Average Exercise Price Per Share Shares Weighted Average Exercise Price Per Share Options granted 612,789 $ 33.25 492,597 $ 27.73 Options canceled 332,180 18.56 77,292 13.17 Options exercised 406,280 12.70 61,139 12.14 Shares Weighted Average Grant Date Fair Value Shares Weighted Average Grant Date Fair Value RSUs granted - non-employee directors 315,460 $ 31.84 21,198 $ 31.13 RSUs granted - employee 123,131 $ 34.36 143,102 $ 27.72 PSUs granted - employee 109,537 $ 33.34 — $ — Our stock-based compensation expense was $2.0 million for the three months ended March 31, 2018 and $5.4 million for the three months ended April 1, 2017 . As of March 31, 2018 , there was $27.8 million of total unrecognized compensation expense related to non-vested share-based compensation arrangements. This cost is expected to be recognized over the remaining weighted-average vesting period of 2.5 years. |
Impairment and Restructuring Ch
Impairment and Restructuring Charges | 3 Months Ended |
Mar. 31, 2018 | |
Restructuring and Related Activities [Abstract] | |
Impairment and Restructuring Charges | Impairment and Restructuring Charges Closure costs and impairment charges for operations not qualifying as discontinued operations are classified as impairment and restructuring charges in our unaudited consolidated statements of operations. In the first quarter of 2018 , we incurred impairment and restructuring costs of $3.0 million , including $2.9 million for plant consolidations in Canada and Australia, $1.5 million for lease termination costs and reduction in workforce in the U.S. and $0.7 million of other costs offset by $2.1 million of reduction in expense due to a favorable tax ruling in the U.S. related to a prior divestiture. The table below summarizes the amounts included in impairment and restructuring charges in the accompanying unaudited consolidated statements of operations: Three Months Ended (amounts in thousands) March 31, April 1, Impairments $ 636 $ — Restructuring charges, net of fair value adjustment gains 2,338 1,202 Total impairment and restructuring charges $ 2,974 $ 1,202 Short-term restructuring accruals are recorded in accrued expenses and totaled $5.3 million and $7.2 million as of March 31, 2018 and December 31, 2017 , respectively. Long-term restructuring accruals are recorded in deferred credits and other liabilities and totaled $2.3 million and $3.9 million as of March 31, 2018 and December 31, 2017 , respectively. The following is a summary of the restructuring accruals recorded and charges incurred: (amounts in thousands) Beginning Accrual Balance Additions Charged to Expense Payments or Utilization Ending Accrual Balance March 31, 2018 Severance and sales restructuring costs $ 7,232 $ 2,408 $ (4,568 ) $ 5,072 Disposal of property and equipment — 238 (238 ) — Lease obligations and other 3,807 (308 ) (927 ) 2,572 Total $ 11,039 $ 2,338 $ (5,733 ) $ 7,644 April 1, 2017 Severance and sales restructuring costs $ 836 $ 551 $ (712 ) $ 675 Disposal of property and equipment — 89 (89 ) — Lease obligations and other 4,183 562 (265 ) 4,480 Total $ 5,019 $ 1,202 $ (1,066 ) $ 5,155 |
Other (Income) Expense
Other (Income) Expense | 3 Months Ended |
Mar. 31, 2018 | |
Other Income and Expenses [Abstract] | |
Other (Income) Expense | Other (Income) Expense The table below summarizes the amounts included in other (income) expense in the accompanying unaudited consolidated statements of operations: Three Months Ended (amounts in thousands) March 31, April 1, Foreign currency losses $ 4,986 $ 5,653 Pension benefit expense 3,134 2,809 Other items (225 ) (329 ) Rent and finance income (132 ) (156 ) Settlement of contract escrow — (2,247 ) Total other (income) expense $ 7,763 $ 5,730 In accordance with our adoption of ASU 2017-07, prior year balances have been revised with the activity being adjusted through the “Pension benefit expense” line above. See detail in Note 1 - Description of Company and Summary of Significant Accounting Policies. Prior period balances in the table above have been reclassified to conform to current period presentation. |
Derivative Financial Instrument
Derivative Financial Instruments | 3 Months Ended |
Mar. 31, 2018 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivative Financial Instruments | Derivative Financial Instruments All derivatives are recorded as assets or liabilities in the unaudited consolidated balance sheets at their respective fair values. For derivatives that qualify for hedge accounting, changes in the fair value related to the effective portion of the hedge are recognized in earnings at the same time as either the change in fair value of the underlying hedged item or the effect of the hedged item’s exposure to the variability of cash flows. Changes in fair value related to the ineffective portion of the hedge are recognized immediately in earnings. Changes in the fair value of derivatives that do not qualify for hedge accounting, or fail to meet the criteria thereafter, are also recognized in the consolidated statements of operations. Foreign currency derivatives – We are exposed to the impact of foreign currency fluctuations in certain countries in which we operate. In most of these countries, the exposure to foreign currency movements is limited because the operating revenues and expenses of our business units are substantially denominated in the local currency. To the extent borrowings, sales, purchases or other transactions are not executed in the local currency of the operating unit, we are exposed to foreign currency risk. In order to mitigate the exposure, we enter into a variety of foreign currency derivative contracts, such as forward contracts, option collars and cross-currency swaps. We use foreign currency derivative contracts, with a total notional amount of $91.0 million , in order to manage the effect of exchange fluctuations on forecasted sales, purchases, acquisitions, inventory and capital expenditures and certain intercompany transactions that are denominated in foreign currencies. We use foreign currency derivative contracts, with a total notional amount of $76.2 million , to hedge the effects of translation gains and losses on intercompany loans and interest. We also use foreign currency derivative contracts, with a total notional amount of $141.3 million , to mitigate the impact to the consolidated earnings of the Company from the effect of the translation of certain subsidiaries’ local currency results into U.S. dollars. We do not use derivative financial instruments for trading or speculative purposes. Hedge accounting has not been elected for any foreign currency derivative contracts. We record mark-to-market changes in the values of these derivatives in other (income) expense. We recorded mark-to-market gains of $2.4 million and losses of $8.6 million , in the three months ended March 31, 2018 and April 1, 2017 , respectively. Interest rate swap derivatives – We are exposed to interest rate risk in connection with our variable rate long-term debt. During the fourth quarter of 2014, we entered into interest rate swap agreements to manage this risk. These interest rate swaps were set to mature in September 2019 with half of the $488.3 million amortized aggregate notional amount having become effective in September 2015, and the other half having become effective in September 2016. On July 1, 2015 , we amended our Term Loan Facility, and we received an additional $480.0 million in long-term borrowings. In conjunction with the issuance of the incremental term loan debt, we entered into additional interest rate swap agreements to manage our increased exposure to the interest rate risk associated with variable rate long-term debt. The additional interest rate swaps were set to mature in September 2019 with half of the $426.0 million aggregate notional amount having become effective in June 2016 and the other half having become effective in December 2016. In conjunction with the December 2017 refinancing of the Term Loan Facility (see Note 11 - Long-Term Debt ), we terminated all of the interest rate swaps having outstanding notional amounts of $914.3 million and recorded a loss on termination of $3.6 million in consolidated other comprehensive income, which will be amortized as interest expense over the life of the original interest rate swaps. The unamortized balance of this loss recorded in consolidated other comprehensive income was $2.9 million and $3.4 million at March 31, 2018 and December 31, 2017, respectively. The interest rate swap agreements were designated as cash flow hedges and, prior to their termination in December 2017, effectively changed the LIBOR-based portion of the interest rate (or “base rate”) on a portion of the debt outstanding under our Term Loan Facility to the weighted average fixed rates per the time frames below: Period Notional (1) Weighted Average Rate (amounts in thousands) December 2015 - June 2016 $273,000 1.997% June 2016 - September 2016 $486,000 2.054% September 2016 - December 2016 $759,000 2.161% December 2016 - December 2017 $914,250 2.188% (1) Aggregate notional amounts in effect during the period shown. We recorded $2.7 million of interest expense deriving from the interest rate swaps that were in effect in the three months ended April 1, 2017 . The agreements with our counterparties contain a provision where we could be declared in default on our derivative obligations if we either default or, in certain cases, are capable of being declared in default on any of our indebtedness greater than specified thresholds. These agreements also contain a provision where we could be declared in default subsequent to a merger or restructuring type event if the creditworthiness of the resulting entity is materially weaker. The fair values of derivative instruments held are as follows: Derivative assets (amounts in thousands) Balance Sheet Location March 31, December 31, Derivatives not designated as hedging instruments: Foreign currency forward contracts Other current assets $ 3,825 $ 2,235 Derivatives liabilities Balance Sheet Location March 31, December 31, Derivatives not designated as hedging instruments: Foreign currency forward contracts Accrued expenses and other current liabilities $ 2,126 $ 2,905 |
Fair Value Measurements
Fair Value Measurements | 3 Months Ended |
Mar. 31, 2018 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Fair Value Measurements We record financial assets and liabilities at fair value based on FASB guidance related to Fair Value Measurements. The guidance requires fair value to be determined based on the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants at the measurement date. A valuation hierarchy consisting of three levels was established based on observable and non-observable inputs. The three levels of inputs are: Level 1 – Quoted prices (unadjusted) in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date. Level 2 – Quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active; and model-driven valuations whose significant inputs are observable or whose significant value drivers are observable. Level 3 – Significant inputs to the valuation model that are unobservable. The recorded fair values of these instruments were as follows: March 31, 2018 (amounts in thousands) Level 1 Level 2 Level 3 Total Fair Value Cash equivalents $ — $ 98 $ — $ 98 Derivative assets, recorded in other current assets — 3,825 — 3,825 Derivative liabilities, recorded in accrued expenses and deferred credits — (2,126 ) — (2,126 ) Total $ — $ 1,797 $ — $ 1,797 December 31, 2017 (amounts in thousands) Level 1 Level 2 Level 3 Total Fair Value Cash equivalents $ — $ 44,091 $ — $ 44,091 Derivative assets, recorded in other current assets — 2,235 — 2,235 Derivative liabilities, recorded in accrued expenses and deferred credits — (2,905 ) — (2,905 ) Total $ — $ 43,421 $ — $ 43,421 Derivative assets and liabilities reported in level 2 include foreign currency contracts. The fair values of the foreign currency contracts were determined using a conventional valuation system with observable inputs. The non-financial assets that are measured at fair value on a non-recurring basis are presented below: March 31, 2018 (amounts in thousands) Level 1 Level 2 Level 3 Fair Value Total Losses Continuing operations $ — $ — $ 127 $ 127 $ 255 Total $ — $ — $ 127 $ 127 $ 255 December 31, 2017 (amounts in thousands) Level 1 Level 2 Level 3 Fair Value Total Losses Closed operations $ — $ — $ 914 $ 914 $ 1,473 Total $ — $ — $ 914 $ 914 $ 1,473 The valuation methodologies for the level 3 items are based primarily on internal cash flow projections. Fair Value of Financial Instruments As part of our normal business activities we invest in financial assets and incur financial liabilities. Our recorded financial instruments consist primarily of cash and cash equivalents, restricted cash, accounts receivable, accounts payable, notes receivable, notes payable and fair value of derivative instruments. The fair values of these financial instruments approximate their recorded values as of March 31, 2018 and December 31, 2017 due to their short-term nature, variable interest rates and mark to market accounting for derivative contracts. The fair values of long-term receivables were evaluated using a discounted cash flow analysis and long-term debt is valued using market price quotes. The fair value of long-term receivables approximated carrying values at both March 31, 2018 and December 31, 2017 . The fair value of our debt is estimated using quoted market prices when available. When quoted market prices are not available, fair value is estimated based on current market interest rates for debt with similar maturities and credit quality. Long-term debt indicated a fair value of $33.0 million lower and $8.7 million higher than the gross recorded value as of March 31, 2018 and December 31, 2017 , respectively. |
Fair Value of Financial Instrum
Fair Value of Financial Instruments | 3 Months Ended |
Mar. 31, 2018 | |
Fair Value Disclosures [Abstract] | |
Fair Value of Financial Instruments | Fair Value Measurements We record financial assets and liabilities at fair value based on FASB guidance related to Fair Value Measurements. The guidance requires fair value to be determined based on the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants at the measurement date. A valuation hierarchy consisting of three levels was established based on observable and non-observable inputs. The three levels of inputs are: Level 1 – Quoted prices (unadjusted) in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date. Level 2 – Quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active; and model-driven valuations whose significant inputs are observable or whose significant value drivers are observable. Level 3 – Significant inputs to the valuation model that are unobservable. The recorded fair values of these instruments were as follows: March 31, 2018 (amounts in thousands) Level 1 Level 2 Level 3 Total Fair Value Cash equivalents $ — $ 98 $ — $ 98 Derivative assets, recorded in other current assets — 3,825 — 3,825 Derivative liabilities, recorded in accrued expenses and deferred credits — (2,126 ) — (2,126 ) Total $ — $ 1,797 $ — $ 1,797 December 31, 2017 (amounts in thousands) Level 1 Level 2 Level 3 Total Fair Value Cash equivalents $ — $ 44,091 $ — $ 44,091 Derivative assets, recorded in other current assets — 2,235 — 2,235 Derivative liabilities, recorded in accrued expenses and deferred credits — (2,905 ) — (2,905 ) Total $ — $ 43,421 $ — $ 43,421 Derivative assets and liabilities reported in level 2 include foreign currency contracts. The fair values of the foreign currency contracts were determined using a conventional valuation system with observable inputs. The non-financial assets that are measured at fair value on a non-recurring basis are presented below: March 31, 2018 (amounts in thousands) Level 1 Level 2 Level 3 Fair Value Total Losses Continuing operations $ — $ — $ 127 $ 127 $ 255 Total $ — $ — $ 127 $ 127 $ 255 December 31, 2017 (amounts in thousands) Level 1 Level 2 Level 3 Fair Value Total Losses Closed operations $ — $ — $ 914 $ 914 $ 1,473 Total $ — $ — $ 914 $ 914 $ 1,473 The valuation methodologies for the level 3 items are based primarily on internal cash flow projections. Fair Value of Financial Instruments As part of our normal business activities we invest in financial assets and incur financial liabilities. Our recorded financial instruments consist primarily of cash and cash equivalents, restricted cash, accounts receivable, accounts payable, notes receivable, notes payable and fair value of derivative instruments. The fair values of these financial instruments approximate their recorded values as of March 31, 2018 and December 31, 2017 due to their short-term nature, variable interest rates and mark to market accounting for derivative contracts. The fair values of long-term receivables were evaluated using a discounted cash flow analysis and long-term debt is valued using market price quotes. The fair value of long-term receivables approximated carrying values at both March 31, 2018 and December 31, 2017 . The fair value of our debt is estimated using quoted market prices when available. When quoted market prices are not available, fair value is estimated based on current market interest rates for debt with similar maturities and credit quality. Long-term debt indicated a fair value of $33.0 million lower and $8.7 million higher than the gross recorded value as of March 31, 2018 and December 31, 2017 , respectively. |
Commitment and Contingencies
Commitment and Contingencies | 3 Months Ended |
Mar. 31, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Litigation – We are involved in various legal proceedings encountered in the normal course of business and accrue for loss amounts on legal matters when it is probable a liability has been incurred and the amount of liability can be reasonably estimated. Legal judgments and estimated settlements have been included in accrued expenses in the accompanying unaudited consolidated balance sheets. Other than as described below, as of March 31, 2018 , there are no current proceedings or litigation matters involving the Company or its property that we believe could have a material adverse impact on our business, financial condition, results of operations or cash flows. Steves and Sons, Inc. vs JELD-WEN – We sell molded door skins to certain customers pursuant to long-term contracts, and these customers in turn use the molded door skins to manufacture interior doors and compete directly against us in the marketplace. We have given notice of termination of one of these contracts and, on June 29, 2016 , the counterparty to the agreement, Steves and Sons, Inc. (“Steves”) filed a claim against JWI in the U.S. District Court for the Eastern District of Virginia, Richmond Division (“Eastern District of Virginia”). The complaint alleges that our acquisition of CMI, together with subsequent price increases and other alleged acts and omissions, violated antitrust laws and constituted a breach of contract and breach of warranty. The complaint seeks declaratory relief, ordinary and treble damages, and injunctive relief, including divestiture of certain assets acquired in the CMI acquisition. On February 15, 2018, a jury in the Eastern District of Virginia returned a verdict that was unfavorable to JWI with respect to Steves’ claims that our acquisition of CMI violated Section 7 of the Clayton Act and that JWI breached the supply agreement between the parties. The verdict awards Steves $12,151,873 for past damages under both the Clayton Act and breach of contract claims and $46,480,581 in future lost profits under the Clayton Act claim. We expect that Steves will be required to elect to recover its past damages either under the Clayton Act claims or the contract claims, but not both. If a judgment is entered under the Clayton Act, any damages awarded will be trebled. In addition, if a judgment is entered under either theory in accordance with the verdict, Steves will be entitled to an award of attorney’s fees, which amounts have not yet been quantified. We have asserted a position that, because future lost profits were awarded, Steves is not permitted to pursue its claim for divestiture of certain assets acquired in the CMI acquisition. An evidentiary hearing on equitable remedies, including divestiture, was held in April 2018. The parties are preparing post-hearing briefs on the matter. We intend to vigorously oppose entry of an adverse judgment, and to appeal any adverse judgment that may be entered. We continue to believe that Steves’ claims lack merit, Steves’ damages calculations are speculative and excessive, and Steves is not entitled in any event to the extraordinary remedy of divestiture. We believe that multiple pretrial and trial rulings were erroneous and improperly limited the Company’s defenses, and that judgment in accordance with the verdict would be improper for several reasons under applicable law. Accordingly, we do not believe that a loss in this matter is probable and estimable, and, therefore, we have not accrued a reserve for this loss contingency. However, if a judgment is entered in accordance with the verdict and is ultimately upheld after exhaustion of our appellate remedies, it could have a material adverse effect on our financial position, operating results, or cash flows, particularly for the reporting period in which a loss is recorded. Because the operations acquired from CMI have been fully integrated into the Company’s other operations, divestiture of those operations would be difficult if not impossible and, therefore, it is not possible to estimate the cost of any final divestiture order or the extent to which such an order would have a material adverse effect on our financial position, operating results or cash flows. During the course of the proceedings in the Eastern District of Virginia, we discovered certain facts that led us to conclude that Steves, its principals and certain former employees of the Company had misappropriated Company trade secrets, violated the terms of various agreements between the Company and those parties and violated other laws. We have asserted claims against certain of those parties in the Eastern District of Virginia and in the District Court of Bexar County, Texas, and are pursuing those claims vigorously. Trial of our claims against Steves and others in the Eastern District of Virginia related to misappropriation of trade secrets began April 30, 2018. Our other claims remain pending in Bexar County, Texas, and are set for trial in October 2018. Self-Insured Risk – We self-insure substantially all of our domestic business liability risks including general liability, product liability, warranty, personal injury, auto liability, workers’ compensation and employee medical benefits. Excess insurance policies from independent insurance companies generally cover exposures between $3.0 million and $250.0 million for domestic product liability risk and exposures between $0.5 million and $250.0 million for auto, general liability, personal injury and workers’ compensation. We have no stop gap coverage on claims covered by our self-insured domestic employee medical plan and are responsible for all claims thereunder. We estimate our provision for self-insured losses based upon an evaluation of current claim exposure and historical loss experience. Actual self-insurance losses may vary significantly from these estimates. At March 31, 2018 and December 31, 2017 , our accrued liability for self-insured risks was $73.3 million . Indemnifications – At March 31, 2018 , we had commitments related to certain representations made on contracts for the purchase or sale of businesses or property. These representations primarily relate to past actions such as responsibility for transfer taxes if they should be claimed, and the adequacy of recorded liabilities, warranty matters, employment benefit plans, income tax matters or environmental exposures. These guarantees or indemnification responsibilities typically expire within one to three years . We are not aware of any material amounts claimed or expected to be claimed under these indemnities. From time to time and in limited geographic areas we have entered into agreements for the sale of our products to certain customers that provide additional indemnifications for liabilities arising from construction or product defects. We cannot estimate the potential magnitude of such exposures, but to the extent specific liabilities have been identified related to product sales, liabilities have been provided in the warranty accrual in the accompanying unaudited consolidated balance sheets. Performance Bonds and Letters of Credit – At times, we are required to provide letters of credit, surety bonds or guarantees to customers, vendors and others. Stand-by letters of credit are provided to certain customers and counterparties in the ordinary course of business as credit support for contractual performance guarantees, advanced payments received from customers and future funding commitments. The outstanding performance bonds and stand-by letters of credit were as follows: (amounts in thousands) March 31, December 31, Self-insurance workers’ compensation $ 21,072 $ 21,072 Liability and other insurance 12,900 12,900 Environmental 14,552 14,452 Other 14,418 6,650 Total outstanding performance bonds and stand-by letters of credit $ 62,942 $ 55,074 Environmental Contingencies – We periodically incur environmental liabilities associated with remediating our current and former manufacturing sites as well as penalties for not complying with environmental rules and regulations. We record a liability for remediation costs when it is probable that we will be responsible for such costs and the costs can be reasonably estimated. These environmental liabilities are estimated based on current available facts and present laws and regulations. Accordingly, it is likely that adjustments to the estimated liabilities will be necessary as additional information becomes available. Short-term environmental liabilities and settlements are recorded in accrued expenses in the accompanying unaudited consolidated balance sheets and totaled $0.5 million at both March 31, 2018 and December 31, 2017 . Long-term environmental liabilities are recorded in deferred credits and other liabilities in the accompanying unaudited consolidated balance sheets and totaled $0.0 million and $0.1 million at March 31, 2018 and December 31, 2017 , respectively. Everett, Washington WADOE Action - In 2008 , we entered into an Agreed Order with the WADOE to assess historic environmental contamination at our former manufacturing site in Everett, Washington. As part of this order, we also agreed to develop a CAP identifying remediation options and the feasibility thereof. We are currently working with WADOE to finalize our assessment and draft CAP. We estimate the remaining cost to complete our assessment and develop the CAP at $0.5 million which we have fully accrued. We are working with insurance carriers who provided coverage to a previous owner and operator of the site, and at this time we cannot reasonably estimate the cost associated with any remedial action we would be required to undertake and have not provided for any remedial action in our accompanying unaudited consolidated financial statements. Should extensive remedial action ultimately be required, and if those costs are not found to be covered by insurance, the cost of remediation could have a material adverse effect on our results of operations and cash flows. Everett, Washington NRD Action - In November 2014 , we received a letter from the NRD, a federal agency, regarding a potential multi-party settlement of an impending damage claim related to historic environmental contamination on a site we sold in December 2013. In April 2018, the court approved a settlement agreement under which we paid $1.3 million to settle the claim. Of the $1.3 million , the prior insurance carrier for the site has agreed to fund $1.1 million of the settlement. Amounts related to the settlement are accrued, and we do not expect to incur any further significant loss related to the settlement of this matter. Towanda, Pennsylvania Consent Order - In 2015, we entered into a COA with the Pennsylvania Department of Environmental Protection to remove a pile of wood fiber waste from our site in Towanda, Pennsylvania, which we acquired in connection with our acquisition of CMI in 2013, by using it as fuel for a boiler at that site. The COA replaced a 1995 Consent Decree between CMI’s predecessor Masonite, Inc. and PaDEP. Under the COA, we are required to achieve certain periodic removal objectives and ultimately remove the entire pile by August 31, 2022 . There are currently $11.0 million in bonds posted in connection with these obligations. If we are unable to remove this pile by August 31, 2022 , then the bonds will be forfeited and we may be subject to penalties by PaDEP. We currently anticipate meeting all applicable removal deadlines; however, if our operations at this site decrease and we burn less fuel than currently anticipated, we may not be able to meet such deadlines. Service Agreements – In February 2015, we entered into a strategic servicing agreement with a third party vendor to identify and execute cost reduction opportunities. The agreement provided for a tiered fee structure directly tied to cost savings realized. This contract terminated pursuant to its own terms on December 31, 2015, and we made a final payment of $6.3 million on January 2, 2018. We expect no further costs related to this issue. Employee Stock Ownership Plan – We have historically provided cash to our U.S. ESOP plan in order to fund required distributions to participants through the repurchase of shares of our common stock. Following our February 2017 IPO, the value of a share of common stock held through the ESOP is now based on JELD-WEN’s public share price. We do not anticipate that JWH will fund future distributions. |
Employee Retirement and Pension
Employee Retirement and Pension Benefits | 3 Months Ended |
Mar. 31, 2018 | |
Retirement Benefits [Abstract] | |
Employee Retirement and Pension Benefits | Employee Retirement and Pension Benefits U.S. Defined Benefit Pension Plan – Certain U.S. hourly employees participate in our defined benefit pension plan. The plan is not open to new employees. Pension expense, as recorded in the accompanying unaudited consolidated statements of operations, is determined by using spot rate assumptions made on January 1 of each year as summarized below: (amounts in thousands) Three Months Ended Components of pension benefit expense - U.S. benefit plan: March 31, April 1, Administrative cost $ 825 $ 825 Interest cost 3,350 3,350 Expected return on plan assets (4,525 ) (4,525 ) Amortization of net actuarial pension loss 3,000 3,000 Pension benefit expense $ 2,650 $ 2,650 There were no required contributions to our U.S. defined benefit pension plan, or “the Plan” during the three months ended March 31, 2018 and April 1, 2017 , and we did not make any voluntary contributions in either period. During fiscal year 2018, we expect to make cash contributions to the plan of approximately of $4.1 million . In accordance with our adoption of ASU 2017-07, pension benefit expenses are recorded in other (income) expense and totaled $2.7 million and $2.7 million as of the three months ended March 31, 2018 and April 1, 2017 , respectively. Prior year amounts have been reclassified to conform to the current year presentation. |
Supplemental Cash Flow Informat
Supplemental Cash Flow Information | 3 Months Ended |
Mar. 31, 2018 | |
Supplemental Cash Flow Elements [Abstract] | |
Supplemental Cash Flow Information | Supplemental Cash Flow Information Three Months Ended (amounts in thousands) March 31, April 1, Non-cash Operating Activities: Costs associated with initial public offering in accounts payable $ — $ 1,310 Non-cash Investing Activities: Property, equipment and intangibles purchased in accounts payable $ 4,460 $ 753 Property and equipment purchased for debt 384 100 Customer accounts receivable converted to notes receivable 80 117 Cash Financing Activities: Change in long-term debt Proceeds from issuance of new debt, net of discount $ 38,823 $ — Borrowings on long-term debt 76,906 — Payments of long-term debt (3,941 ) (380,920 ) Payments of debt issuance and extinguishment costs, including underwriting fees (78 ) (1,144 ) $ 111,710 $ (382,064 ) Non-cash Financing Activities: Costs associated with initial public offering formerly capitalized in prepaid expenses $ — $ 5,858 Shares surrendered for tax obligations for employee share-based transactions in accrued liabilities 201 — Other Supplemental Cash Flow Information: Cash taxes paid, net of refunds $ 11,165 $ 5,366 Cash interest paid 5,126 18,288 |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2018 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events On April 26, 2018, our Board authorized a $250 million share repurchase program that extends through 2019. The timing and amount of any share repurchases will be made in accordance with all applicable securities laws and regulations, and will be funded from available liquidity or future credit facilities. The share repurchase program does not obligate the Company to acquire any particular amount of common stock, and it may be suspended or terminated at any time at the Company’s discretion. The timing and amount of any purchases of common stock repurchases will be determined by management based on JELD-WEN's liquidity, general business and market conditions and other factors, including alternative investment opportunities. |
Description of Company and Summ
Description of Company and Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2018 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation – The statement of operations for the three months ended April 1, 2017 has been revised to reflect the correction of certain errors and other accumulated misstatements as described in our Form 10-K - Note 36 - Revision of Prior Period Financial Statements . The errors did not impact the subtotals for cash flows from operating activities, investing activities or financing activities for any of the periods affected. We do not believe the errors corrected were material to our previously issued financial statements and are summarized in the “Revision” column in the table below. As a result of our retrospective application of ASU 2017-07, we reclassified certain amounts in our statement of operations for the three months ended April 1, 2017 as noted below. See Recently Adopted Accounting Standards section below for additional information. |
Fiscal Year | Fiscal Year – We operate on a fiscal calendar year, and each interim period is comprised of two 4 -week periods and one 5 -week period, with each week ending on a Saturday. Our fiscal year always begins on January 1 and ends on December 31. As a result, our first and fourth quarters may have more or fewer days included than a traditional 91 -day fiscal quarter. |
Use of Estimates | Use of Estimates – The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect amounts reported in the unaudited consolidated financial statements and related notes. Significant items that are subject to such estimates and assumptions include, but are not limited to, long-lived assets including goodwill and other intangible assets, employee benefit obligations, income tax uncertainties, contingent assets and liabilities, provisions for bad debt, inventory, warranty liabilities, legal claims, valuation of derivatives, environmental remediation and claims relating to self-insurance. Actual results could differ due to the uncertainty inherent in the nature of these estimates. |
Recently Adopted Accounting Standards and Recent Accounting Standards Not Yet Adopted | Recently Adopted Accounting Standards – In March 2018, the FASB issued ASU 2018-05, Income Taxes (Topic 740), Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin No. 118 . The ASU adds various SEC paragraphs pursuant to the issuance of the December 2017 SEC Staff Accounting Bulletin No. 118, Income Tax Accounting Implications of the Tax Cuts and Jobs Act (“SAB 118”), which was effective immediately. The SEC issued SAB 118 to address concerns about reporting entities’ ability to timely comply with the accounting requirements to recognize all of the effects of the Tax Act in the period of enactment. SAB 118 allows disclosure that timely determination of some or all of the income tax effects from the Tax Act is incomplete by the due date of the financial statements and if possible to provide a reasonable estimate. We have accounted for the tax effects of the Tax Act under the guidance of SAB 118, on a provisional basis. Our accounting for certain income tax effects is incomplete, but we have determined reasonable estimates for those effects and have recorded provisional amounts in our consolidated financial statements as of March 31, 2018 and December 31, 2017. We expect to complete our analysis within the measurement period in accordance with SAB 118. In May 2017, the FASB issued ASU No. 2017-09, Compensation - Stock Compensation (Topic 718): Scope of Modification Accounting . The ASU provides guidance about which changes to the terms or conditions of a share-based payment award require an entity to apply modification accounting in Topic 718. We adopted this ASU in the first quarter of 2018 and the adoption of this standard did not impact our consolidated financial statements; however, modification accounting is now required only if the fair value, the vesting conditions, or the classification of the award (as equity or liability) changes as a result of the change in terms or conditions. In March 2017, the FASB issued ASU No. 2017-07, Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost, which changes how employers that sponsor defined benefit pension or other postretirement benefit plans present the net periodic benefit cost in the income statement. We adopted this ASU using the retrospective transition method in the first quarter of 2018 and applied the practical expedient that permits an employer to use the amounts disclosed in its pension and other postretirement benefit plan note for the prior comparative periods as the estimation basis for applying the retrospective presentation requirements. We report the service cost component of the net periodic pension and post-retirement costs in the same line item in the statement of operations as other compensation costs arising from services rendered by the employees during the period for both our U.S. and Non-U.S. plans. The other components of net periodic pension and post-retirement costs are presented in other income in the unaudited consolidated statements of operations. We adjusted the unaudited consolidated statements of operations in all comparative periods presented as noted in “Basis of presentation”, above. In January 2017, the FASB issued ASU No. 2017-01, Business Combinations (Topic 805) : Clarifying the Definition of a Business . The amendments in this ASU provide new guidance to determine when a set of transferred assets and activities is a business. The guidance requires an entity to evaluate if substantially all of the fair value of the gross assets acquired is concentrated in an identifiable asset or group of similar identifiable assets. If this threshold is met, the set of transferred assets is not a business. If the threshold is not met, the entity then must evaluate whether the set includes, at a minimum, an input and a substantive process that together significantly contribute to the ability to create outputs. This ASU removes the evaluation of whether a market participant could replace missing elements. The amendments also narrow the definition of the term output so that the term is consistent with how outputs are described in Topic 606. We adopted this standard prospectively in the first quarter of 2018. In October 2016 , the FASB issued ASU No. 2016-16, Income Taxes (Topic 740): Intra-Entity Transfers of Assets Other Than Inventory. The standard requires an entity to recognize the income tax consequences of an intra-entity transfer of an asset other than inventory when the transfer occurs. The amendments in this update eliminate the exception for an intra-entity transfer of an asset other than inventory. The amendments do not include new disclosure requirements; however, existing disclosure requirements might be applicable when accounting for the current and deferred income taxes for an intra-entity transfer of an asset other than inventory. We adopted this ASU in the first quarter of 2018 on a modified retrospective basis and the adoption did not have a material impact on our consolidated financial statements. In January 2016, the FASB issued ASU No. 2016-01, Financial Instruments (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities . This ASU enhances the reporting model for financial instruments to provide users of financial statements with more decision-useful information by requiring equity investments to be measured at fair value with changes in fair value recognized in net income. It simplifies the impairment assessment of equity investments without readily determinable fair values by requiring a qualitative assessment to identify impairment and eliminates the requirement to disclose the fair value of financial instruments measured at amortized cost for entities that are not public business entities. It also requires an entity to present separately in other comprehensive income the portion of the total change in the fair value of a liability resulting from a change in the instrument-specific credit risk when the entity has elected to measure the liability at fair value in accordance with the fair value option for financial instruments and requires separate presentation of financial assets and financial liabilities by measurement category and form of financial asset on the balance sheet or the accompanying notes to the consolidated financial statements. We adopted this ASU in the first quarter of 2018 and the adoption did not have a material impact on our consolidated financial statements. ASU No. 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments, eliminates the diversity in practice related to the classification of certain cash receipts and payments for debt prepayment or extinguishment costs, the maturing of a zero-coupon bond, the settlement of contingent liabilities arising from a business combination, proceeds from insurance settlements, distributions from certain equity method investees and beneficial interest obtained in a financial asset securitization . ASU No. 2016-18, Topic 230: Restricted Cash, requires that the statement of cash flows explain the change during the period in the total of cash, cash equivalents, and amounts generally described as restricted cash or restricted cash equivalents. We elected to early adopt these ASUs using the retrospective transition method in the quarter ended December 31, 2017 and adjusted the consolidated statements of cash flows in all comparative periods presented. The adjustments to the prior period statements of cash flows are as follows: April 1, 2017 (amounts in thousands) As Reported Retrospective Application As Revised Cash, cash equivalents and restricted cash, beginning $ 102,701 $ 751 $ 103,452 Cash, cash equivalents and restricted cash, ending 185,505 983 186,488 Effect of foreign currency exchange rates on cash 1,718 (8 ) 1,710 Net change in other assets 1,451 240 1,691 In May 2014, the FASB issued ASU No. 2014-09, R evenue from Contracts with Customers (ASC 606) as modified by subsequently issued ASU 2016-08 - Principal versus Agent Considerations (Reporting Revenue Gross versus Net) and ASUs 2015-14, 2016-10, 2016-12 and 2016-20 (collectively ASU 2014-09). ASU 2014-09 superseded existing revenue recognition standards with a single model unless those contracts were within the scope of other standards. ASC 606 is a comprehensive new revenue recognition model that requires revenue to be recognized in a manner to depict the transfer of goods or services and satisfaction of performance obligations to a customer at an amount that reflects the consideration expected to be received in exchange for those goods or services. We adopted ASU No. 2014-09 in the first quarter of 2018, using the modified retrospective transition practical expedient that allows us to evaluate the impact of contracts as of the Adoption Date rather than evaluating the impact of the contracts at the time they occurred prior to the Adoption Date. There was no material effect associated with the election of this practical expedient. As a practical expedient, shipping and handling fee revenues and the related expenses are reported as fulfillment revenues and expenses for all customers. Therefore, all shipping and handling costs associated with outbound freight are accounted for as a fulfillment costs and are included in cost of sales. As a practical expedient, we do not adjust the promised amount of consideration for the effects of a significant financing component when we expect, at contract inception, that the period between our transfer of a promised product or service to a customer and when the customer pays for that product or service will be one year or less. We do not typically include extended payment terms in our contracts with customers. We have also elected not to provide the remaining performance obligations disclosures related to service contracts in accordance with the practical expedient in ASC 606-10-55-18. We recognize revenue in the amount to which the entity has a right to invoice and have adopted this election to not provide the remaining performance obligations related to service contracts. See Note 15 - Revenue Recognition for additional information. Recent Accounting Standards Not Yet Adopted – In February 2018, the FASB issued ASU 2018-02, Income Statement - Reporting Comprehensive Income, which allows a reclassification from accumulated other comprehensive income to retained earnings for stranded tax effects resulting from the Tax Act. The standard is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. Early adoption is permitted for any interim and annual financial statements that have not yet been issued. We are currently evaluating the potential impact on our consolidated financial statements and disclosures. In August 2017, the FASB issued ASU No. 2017-12, Derivatives and Hedging (Topic 815): Targeted Improvements to Accounting for Hedging Activities . The targeted amendments help simplify certain aspects of hedge accounting and result in a more accurate portrayal of the economics of an entity’s risk management activities in its financial statements. For cash flow and net investment hedges as of the adoption date, the guidance requires a modified retrospective approach. The guidance is effective for annual periods beginning after December 15, 2018 and interim periods within those years, with early adoption permitted. The adoption of this guidance is not expected to have a material impact on our consolidated financial statements. In January 2017, the FASB issued ASU No. 2017-04, Intangibles—Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment . To simplify the measurement of goodwill impairments, this ASU eliminates Step 2 from the goodwill impairment test, which required the calculation of the implied fair value of goodwill. Instead, under the amendments in this ASU, an entity should perform its annual, or interim, goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount. The guidance will be effective for annual or any interim goodwill impairment tests in fiscal years beginning after December 15, 2019. Early adoption is permitted for interim or annual goodwill impairment tests performed on testing dates after January 1, 2017. The adoption of this guidance is not expected to have a material impact on our consolidated financial statements. In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842) . The standard requires lessees to recognize the assets and liabilities arising from leases on the balance sheet and retains a distinction between finance leases and operating leases. The classification criteria for distinguishing between finance leases and operating leases are substantially similar to the classification criteria for distinguishing between capital leases and operating leases in the previous lease guidance. The accounting standard is effective for annual periods beginning after December 15, 2018, including interim periods within those fiscal years, with early adoption permitted. We are currently identifying our leases as that term is defined in the standard and assessing the impact of the standard on our financial statements. We continue evaluating the transition guidance and practical expedients as they are issued, but we have not decided on the utilization of practical expedients. However, the adoption of this standard will result in the recognition of a lease liability and related right-of-use asset and will materially impact our balance sheet. With the exception of the new standards discussed above, there have been no other recent accounting pronouncements or changes in accounting pronouncements during the quarter ended March 31, 2018 that are of significance or potential significance to us. As a result of our retrospective application of ASU 2017-07, we reclassified certain amounts in our statement of operations for the three months ended April 1, 2017 as noted below. See Recently Adopted Accounting Standards section below for additional information. In addition, to conform with current period presentation of revenues, we reclassified certain amounts in our statement of operations for the three months ended April 1, 2017. The reclassification was not material to our previously issued financial statements and is summarized in the “Reclassification” column in the table below. Three Months Ended April 1, 2017 (amounts in thousands, except per share data) As Reported Revision ASU 2017-07 Re-classification * As Revised Consolidated Statement of Operations: Net revenues $ 847,787 $ — $ — $ 66 $ 847,853 Cost of sales 661,816 4,606 — (256 ) 666,166 Gross margin 185,971 (4,606 ) — 322 181,687 Selling, general and administrative 147,079 (4,606 ) (2,809 ) — 139,664 Operating income 37,690 — 2,809 322 40,821 Other expense 2,599 — 2,809 322 5,730 * Note: reclassification relates entirely to revenue in our North America segment. As a result of our early adoption of ASU No. 2016-15, restricted cash balances previously presented in other assets are now presented in beginning and ending cash and cash equivalents in the accompanying unaudited consolidated statements of cash flows. See Recently Adopted Accounting Standards section below for further detail. In addition, certain amounts within the notes accompanying these unaudited consolidated financial statements and balances in the accompanying unaudited consolidated statements of cash flows have been reclassified to conform with current period presentation. All U.S. dollar and other currency amounts, except per share amounts, are presented in thousands unless otherwise noted. |
Description of Company and Su36
Description of Company and Summary of Significant Accounting Policies (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Accounting Policies [Abstract] | |
Schedule of New Accounting Pronouncements and Changes in Accounting Principles | The adjustments to the prior period statements of cash flows are as follows: April 1, 2017 (amounts in thousands) As Reported Retrospective Application As Revised Cash, cash equivalents and restricted cash, beginning $ 102,701 $ 751 $ 103,452 Cash, cash equivalents and restricted cash, ending 185,505 983 186,488 Effect of foreign currency exchange rates on cash 1,718 (8 ) 1,710 Net change in other assets 1,451 240 1,691 In addition, to conform with current period presentation of revenues, we reclassified certain amounts in our statement of operations for the three months ended April 1, 2017. The reclassification was not material to our previously issued financial statements and is summarized in the “Reclassification” column in the table below. Three Months Ended April 1, 2017 (amounts in thousands, except per share data) As Reported Revision ASU 2017-07 Re-classification * As Revised Consolidated Statement of Operations: Net revenues $ 847,787 $ — $ — $ 66 $ 847,853 Cost of sales 661,816 4,606 — (256 ) 666,166 Gross margin 185,971 (4,606 ) — 322 181,687 Selling, general and administrative 147,079 (4,606 ) (2,809 ) — 139,664 Operating income 37,690 — 2,809 322 40,821 Other expense 2,599 — 2,809 322 5,730 * Note: reclassification relates entirely to revenue in our North America segment. |
Acquisitions Acquisitions (Tabl
Acquisitions Acquisitions (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Business Combinations [Abstract] | |
Schedule of Business Acquisitions, by Acquisition | The preliminary fair values of the assets and liabilities acquired of the completed acquisitions are summarized below: (amounts in thousands) Preliminary Allocation Fair value of identifiable assets and liabilities: Accounts receivable $ 58,714 Inventories 96,771 Other assets 22,152 Property and equipment 52,815 Identifiable intangible assets 70,057 Goodwill 62,399 Total assets $ 362,908 Accounts payable 29,512 Current maturities of long-term debt 17,278 Other current liabilities 27,471 Long-term debt 47,369 Other liabilities 17,735 Non-controlling interest (184 ) Total liabilities $ 139,181 Purchase Price: Cash consideration, net of cash acquired $ 165,687 Contingent consideration 3,898 Gain on previously held shares 20,767 Existing investment in acquired entity 33,483 Non-cash consideration related to acquired intercompany balances (108 ) Total consideration, net of cash acquired $ 223,727 |
Inventories (Tables)
Inventories (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventory, Current | (amounts in thousands) March 31, December 31, Raw materials $ 312,048 $ 283,772 Work in process 42,307 35,734 Finished goods 191,220 85,847 Total inventories $ 545,575 $ 405,353 |
Property and Equipment, Net (Ta
Property and Equipment, Net (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment | (amounts in thousands) March 31, December 31, Property and equipment $ 1,941,919 $ 1,863,624 Accumulated depreciation (1,128,964 ) (1,106,913 ) Total property and equipment, net $ 812,955 $ 756,711 Depreciation expense was recorded as follows: Three Months Ended (amounts in thousands) March 31, April 1, Cost of sales $ 19,983 $ 18,895 Selling, general and administrative 1,998 2,090 Total depreciation expense $ 21,981 $ 20,985 |
Goodwill (Tables)
Goodwill (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Goodwill | The following table summarizes the changes in goodwill by reportable segment: (amounts in thousands) North America Europe Australasia Total Reportable Segments Balance as of January 1 $ 201,560 $ 268,162 $ 79,341 $ 549,063 Acquisitions 17,645 30,167 14,587 62,399 Acquisition remeasurements 291 — — 291 Currency translation (175 ) 7,396 (1,470 ) 5,751 Balance at end of period $ 219,321 $ 305,725 $ 92,458 $ 617,504 |
Intangible Assets, Net (Tables)
Intangible Assets, Net (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Finite-Lived Intangible Assets | The cost and accumulated amortization values of our intangible assets were as follows: (amounts in thousands) March 31, December 31, Trademarks and trade names $ 55,586 $ 38,600 Software 45,547 35,191 Patents, licenses and rights 80,942 47,385 Customer relationships and agreements 115,678 105,485 Total amortizable intangibles $ 297,753 $ 226,661 Accumulated amortization (65,716 ) (60,348 ) Total intangibles, net $ 232,037 $ 166,313 |
Schedule of Indefinite-Lived Intangible Assets | The cost and accumulated amortization values of our intangible assets were as follows: (amounts in thousands) March 31, December 31, Trademarks and trade names $ 55,586 $ 38,600 Software 45,547 35,191 Patents, licenses and rights 80,942 47,385 Customer relationships and agreements 115,678 105,485 Total amortizable intangibles $ 297,753 $ 226,661 Accumulated amortization (65,716 ) (60,348 ) Total intangibles, net $ 232,037 $ 166,313 |
Finite-lived Intangible Assets Amortization Expense | Intangible assets that become fully amortized are removed from the accounts in the period that they become fully amortized. Amortization expense was recorded as follows: Three Months Ended (amounts in thousands) March 31, April 1, Amortization expense $ 4,702 $ 3,881 |
Other Assets (Tables)
Other Assets (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Schedule of Other Assets | (amounts in thousands) March 31, December 31, Customer displays $ 15,021 $ 12,702 Deposits 6,470 3,640 Long-term notes receivable 4,978 4,984 Overfunded pension benefit obligation 1,962 1,903 Other prepaid expenses 1,774 1,869 Debt issuance costs on unused portion of revolver facility 1,506 2,045 Other long-term accounts receivable 1,666 1,556 Investments 417 33,187 Total other assets $ 33,794 $ 61,886 |
Accrued Expenses and Other Cu43
Accrued Expenses and Other Current Liabilities (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Payables and Accruals [Abstract] | |
Schedule of Accrued Expenses and Other Current Liabilities | (amounts in thousands) March 31, December 31, Accrued sales and advertising rebates $ 59,672 $ 73,585 Other accrued taxes 26,937 19,996 Accrued expenses 22,924 27,667 Current portion of warranty liability (Note 10) 20,843 19,547 Current portion of deferred revenue (Note 15) 13,046 9,970 Accrued interest payable 11,645 1,945 Current portion of accrued claim costs relating to self-insurance programs 11,519 12,866 Current portion of accrued income taxes payable 7,298 10,962 Current portion of restructuring accrual (Note 18) 5,317 7,162 Current portion of derivative liability (Note 20) 2,126 2,905 Total accrued expenses and other current liabilities $ 181,327 $ 186,605 |
Warranty Liability (Tables)
Warranty Liability (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Product Warranties Disclosures [Abstract] | |
Analysis of Warranty Liability | An analysis of our warranty liability is as follows: (amounts in thousands) March 31, April 1, Balance as of January 1 $ 46,256 $ 45,398 Current period expense 6,049 4,549 Liabilities assumed due to acquisition 1,541 — Experience adjustments 336 1,116 Payments (6,830 ) (4,984 ) Currency translation (124 ) 127 Balance as of end of period 47,228 46,206 Current portion (20,843 ) (18,921 ) Long-term portion $ 26,385 $ 27,285 |
Long-Term Debt (Tables)
Long-Term Debt (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Debt Disclosure [Abstract] | |
Schedule of Long-term Debt Instruments | Our long-term debt, net of original issue discount and unamortized debt issuance costs, consisted of the following: (amounts in thousands) March 31, 2018 Interest Rate March 31, December 31, Senior notes 4.63% - 4.88% $ 800,000 $ 800,000 Term loans 0.78% - 5.64% 497,363 440,568 Revolving credit facilities 0.67% - 5.00% 113,779 — Mortgage notes 1.65% 34,071 33,517 Installment notes 0.99% - 8.29% 37,615 10,290 Installment notes for stock 3.00% - 4.75% 1,097 1,944 Unamortized debt issuance costs (12,817 ) (12,616 ) 1,471,108 1,273,703 Current maturities of long-term debt (25,298 ) (8,770 ) Long-term debt $ 1,445,810 $ 1,264,933 |
Segment Information (Tables)
Segment Information (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Segment Reporting [Abstract] | |
Schedule of Segment Reportable Segments, by Segment | The following tables set forth certain information relating to our segments’ operations. (amounts in thousands) North America Europe Australasia Total Operating Segments Corporate and Unallocated Costs Total Consolidated Three Months Ended March 31, 2018 Total net revenues $ 498,333 $ 302,469 $ 148,700 $ 949,502 $ — $ 949,502 Intersegment net revenues (392 ) (782 ) (2,149 ) (3,323 ) — (3,323 ) Net revenues from external customers $ 497,941 $ 301,687 $ 146,551 $ 946,179 $ — $ 946,179 Impairment and restructuring charges 2,756 248 1,340 4,344 (1,370 ) 2,974 Adjusted EBITDA 47,035 33,807 16,742 97,584 (9,752 ) 87,832 Three Months Ended April 1, 2017 Total net revenues $ 484,630 $ 242,668 $ 124,342 $ 851,640 $ — $ 851,640 Intersegment net revenues (467 ) (346 ) (2,974 ) (3,787 ) — (3,787 ) Net revenues from external customers $ 484,163 $ 242,322 $ 121,368 $ 847,853 $ — $ 847,853 Impairment and restructuring charges 236 873 — 1,109 93 1,202 Adjusted EBITDA 50,178 27,205 13,249 90,632 (9,670 ) 80,962 |
Reconciliation of Net Income to Adjusted EBITDA | Reconciliations of net income to Adjusted EBITDA are as follows: Three Months Ended (amounts in thousands) March 31, April 1, Net income $ 40,271 $ 6,428 Equity earnings of non-consolidated entities (738 ) (481 ) Income tax (benefit) expense (4,025 ) 2,252 Depreciation and amortization 28,459 27,062 Interest expense, net (a) 15,661 26,892 Impairment and restructuring charges (b) 2,974 1,180 Gain on previously held shares of equity investment (20,767 ) — Gain on sale of property and equipment (86 ) (43 ) Stock-based compensation expense 1,951 5,444 Non-cash foreign exchange transaction/translation loss 3,881 4,360 Other non-cash items — 1 Other items (c) 20,285 7,587 Costs relating to debt restructuring and debt refinancing (d) (34 ) 280 Adjusted EBITDA $ 87,832 $ 80,962 (a) Interest expense for the three months ended April 1, 2017 includes $6,097 related to the write-off of a portion of the unamortized debt issuance costs and original issue discount associated with the Term Loan Facility. (b) Impairment and restructuring charges consist of (i) impairment and restructuring charges that are included in our unaudited consolidated statements of operations plus (ii) additional charges relating to inventory and/or manufacturing of our products of $22 that are included in cost of sales in the accompanying unaudited consolidated statements of operations for the three months ended April 1, 2017 . For further explanation of impairment and restructuring charges that are included in our unaudited consolidated statements of operations, see Note 18 - Impairment and Restructuring Charges of Continuing Operations in our unaudited financial statements. (c) Other items not core to business activity include: (i) in the three months ended March 31, 2018 , (1) $13,560 in legal, (2) $2,550 in acquisition costs and (3) $2,401 in costs related to exit of CEO; and (ii) in the three months ended April 1, 2017 , (1) $7,996 in legal costs, (2) $498 in facility shut down costs, (3) $348 in professional fees related to the IPO process, partially offset by (4) $2,247 in gain on settlement of contract escrow. (d) Includes non-recurring fees and expenses related to professional advisors, financial advisors and financial monitors retained in connection with the refinancing of our debt obligations. |
Revenue Recognition (Tables)
Revenue Recognition (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Revenue from Contract with Customer [Abstract] | |
Deferred Revenue | Significant changes in the deferred revenue balances during the period are as follows: (amounts in thousands) March 31, Balance as of January 1 $ 9,970 Increases due to cash received 27,470 Liabilities assumed due to acquisition 1,235 Revenue recognized during the period (25,471 ) Currency translation (158 ) Balance at end of period $ 13,046 |
Earnings (Loss) Per Share (Tabl
Earnings (Loss) Per Share (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Earnings Per Share [Abstract] | |
Schedule of Basic and Diluted Earnings Per Share | The basic and diluted income (loss) per share calculations for the three months ended March 31, 2018 and April 1, 2017 are presented below (in thousands, except share and per share amounts) . Three Months Ended March 31, April 1, Earnings (loss) per share basic: Income from continuing operations $ 39,533 $ 5,947 Equity earnings of non-consolidated entities 738 481 Income from continuing operations and equity earnings of non-consolidated entities 40,271 6,428 Undeclared Series A Convertible Preferred Stock dividends — (10,462 ) Net income attributable to non-controlling interest 6 — Net income (loss) attributable to common shareholders $ 40,265 $ (4,034 ) Weighted average outstanding shares of common stock basic 106,146,655 74,295,248 Net income (loss) per share - basic $ 0.38 $ (0.05 ) Three Months Ended March 31, April 1, Earnings (loss) per share diluted: Net income (loss) attributable to common shareholders - basic and diluted $ 40,265 $ (4,034 ) Weighted average outstanding shares of common stock basic 106,146,655 74,295,248 Restricted stock units, performance share units and options to purchase common stock 2,721,145 — Weighted average outstanding shares of common stock diluted 108,867,800 74,295,248 Net income (loss) per share - diluted $ 0.37 $ (0.05 ) |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share | The following table provides the securities that could potentially dilute basic earnings per share in the future, but were not included in the computation of diluted earnings per share because to do so would have been anti-dilutive: Three Months Ended March 31, April 1, Common Stock Options 250,612 8,005,695 Restricted stock units 20,337 549,520 |
Stock Compensation (Tables)
Stock Compensation (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Schedule of Share-based Compensation, Restricted Stock Units Award Activity | Three Months Ended March 31, 2018 April 1, 2017 Shares Weighted Average Exercise Price Per Share Shares Weighted Average Exercise Price Per Share Options granted 612,789 $ 33.25 492,597 $ 27.73 Options canceled 332,180 18.56 77,292 13.17 Options exercised 406,280 12.70 61,139 12.14 Shares Weighted Average Grant Date Fair Value Shares Weighted Average Grant Date Fair Value RSUs granted - non-employee directors 315,460 $ 31.84 21,198 $ 31.13 RSUs granted - employee 123,131 $ 34.36 143,102 $ 27.72 PSUs granted - employee 109,537 $ 33.34 — $ — |
Impairment and Restructuring 50
Impairment and Restructuring Charges (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Restructuring and Related Activities [Abstract] | |
Impairment and Restructuring Costs | The table below summarizes the amounts included in impairment and restructuring charges in the accompanying unaudited consolidated statements of operations: Three Months Ended (amounts in thousands) March 31, April 1, Impairments $ 636 $ — Restructuring charges, net of fair value adjustment gains 2,338 1,202 Total impairment and restructuring charges $ 2,974 $ 1,202 |
Schedule of Restructuring Reserve by Type of Cost | The following is a summary of the restructuring accruals recorded and charges incurred: (amounts in thousands) Beginning Accrual Balance Additions Charged to Expense Payments or Utilization Ending Accrual Balance March 31, 2018 Severance and sales restructuring costs $ 7,232 $ 2,408 $ (4,568 ) $ 5,072 Disposal of property and equipment — 238 (238 ) — Lease obligations and other 3,807 (308 ) (927 ) 2,572 Total $ 11,039 $ 2,338 $ (5,733 ) $ 7,644 April 1, 2017 Severance and sales restructuring costs $ 836 $ 551 $ (712 ) $ 675 Disposal of property and equipment — 89 (89 ) — Lease obligations and other 4,183 562 (265 ) 4,480 Total $ 5,019 $ 1,202 $ (1,066 ) $ 5,155 |
Other (Income) Expense (Tables)
Other (Income) Expense (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Other Income and Expenses [Abstract] | |
Schedule of Other (Income) Expense | The table below summarizes the amounts included in other (income) expense in the accompanying unaudited consolidated statements of operations: Three Months Ended (amounts in thousands) March 31, April 1, Foreign currency losses $ 4,986 $ 5,653 Pension benefit expense 3,134 2,809 Other items (225 ) (329 ) Rent and finance income (132 ) (156 ) Settlement of contract escrow — (2,247 ) Total other (income) expense $ 7,763 $ 5,730 |
Derivative Financial Instrume52
Derivative Financial Instruments (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of Notional Amounts of Outstanding Derivative Positions | The interest rate swap agreements were designated as cash flow hedges and, prior to their termination in December 2017, effectively changed the LIBOR-based portion of the interest rate (or “base rate”) on a portion of the debt outstanding under our Term Loan Facility to the weighted average fixed rates per the time frames below: Period Notional (1) Weighted Average Rate (amounts in thousands) December 2015 - June 2016 $273,000 1.997% June 2016 - September 2016 $486,000 2.054% September 2016 - December 2016 $759,000 2.161% December 2016 - December 2017 $914,250 2.188% (1) Aggregate notional amounts in effect during the period shown. |
Schedule of Derivative Instruments in Statement of Financial Position, Fair Value | The fair values of derivative instruments held are as follows: Derivative assets (amounts in thousands) Balance Sheet Location March 31, December 31, Derivatives not designated as hedging instruments: Foreign currency forward contracts Other current assets $ 3,825 $ 2,235 Derivatives liabilities Balance Sheet Location March 31, December 31, Derivatives not designated as hedging instruments: Foreign currency forward contracts Accrued expenses and other current liabilities $ 2,126 $ 2,905 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Fair Value Disclosures [Abstract] | |
Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis | The recorded fair values of these instruments were as follows: March 31, 2018 (amounts in thousands) Level 1 Level 2 Level 3 Total Fair Value Cash equivalents $ — $ 98 $ — $ 98 Derivative assets, recorded in other current assets — 3,825 — 3,825 Derivative liabilities, recorded in accrued expenses and deferred credits — (2,126 ) — (2,126 ) Total $ — $ 1,797 $ — $ 1,797 December 31, 2017 (amounts in thousands) Level 1 Level 2 Level 3 Total Fair Value Cash equivalents $ — $ 44,091 $ — $ 44,091 Derivative assets, recorded in other current assets — 2,235 — 2,235 Derivative liabilities, recorded in accrued expenses and deferred credits — (2,905 ) — (2,905 ) Total $ — $ 43,421 $ — $ 43,421 |
Fair Value Measurements, Nonrecurring | The non-financial assets that are measured at fair value on a non-recurring basis are presented below: March 31, 2018 (amounts in thousands) Level 1 Level 2 Level 3 Fair Value Total Losses Continuing operations $ — $ — $ 127 $ 127 $ 255 Total $ — $ — $ 127 $ 127 $ 255 December 31, 2017 (amounts in thousands) Level 1 Level 2 Level 3 Fair Value Total Losses Closed operations $ — $ — $ 914 $ 914 $ 1,473 Total $ — $ — $ 914 $ 914 $ 1,473 |
Commitment and Contingencies (T
Commitment and Contingencies (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Line of Credit Facilities | The outstanding performance bonds and stand-by letters of credit were as follows: (amounts in thousands) March 31, December 31, Self-insurance workers’ compensation $ 21,072 $ 21,072 Liability and other insurance 12,900 12,900 Environmental 14,552 14,452 Other 14,418 6,650 Total outstanding performance bonds and stand-by letters of credit $ 62,942 $ 55,074 |
Employee Retirement and Pensi55
Employee Retirement and Pension Benefits (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
U.S. | |
Defined Benefit Plan Disclosure | |
Schedule of Net Benefit Costs | Certain U.S. hourly employees participate in our defined benefit pension plan. The plan is not open to new employees. Pension expense, as recorded in the accompanying unaudited consolidated statements of operations, is determined by using spot rate assumptions made on January 1 of each year as summarized below: (amounts in thousands) Three Months Ended Components of pension benefit expense - U.S. benefit plan: March 31, April 1, Administrative cost $ 825 $ 825 Interest cost 3,350 3,350 Expected return on plan assets (4,525 ) (4,525 ) Amortization of net actuarial pension loss 3,000 3,000 Pension benefit expense $ 2,650 $ 2,650 |
Supplemental Cash Flow Inform56
Supplemental Cash Flow Information (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Supplemental Cash Flow Elements [Abstract] | |
Schedule of Cash Flow, Supplemental Disclosures | Three Months Ended (amounts in thousands) March 31, April 1, Non-cash Operating Activities: Costs associated with initial public offering in accounts payable $ — $ 1,310 Non-cash Investing Activities: Property, equipment and intangibles purchased in accounts payable $ 4,460 $ 753 Property and equipment purchased for debt 384 100 Customer accounts receivable converted to notes receivable 80 117 Cash Financing Activities: Change in long-term debt Proceeds from issuance of new debt, net of discount $ 38,823 $ — Borrowings on long-term debt 76,906 — Payments of long-term debt (3,941 ) (380,920 ) Payments of debt issuance and extinguishment costs, including underwriting fees (78 ) (1,144 ) $ 111,710 $ (382,064 ) Non-cash Financing Activities: Costs associated with initial public offering formerly capitalized in prepaid expenses $ — $ 5,858 Shares surrendered for tax obligations for employee share-based transactions in accrued liabilities 201 — Other Supplemental Cash Flow Information: Cash taxes paid, net of refunds $ 11,165 $ 5,366 Cash interest paid 5,126 18,288 |
Description of Company and Su57
Description of Company and Summary of Significant Accounting Policies - Narratives (Details) $ / shares in Units, $ in Millions | Feb. 01, 2017USD ($)$ / sharesshares | Jan. 03, 2017$ / sharesshares | Oct. 03, 2011USD ($) | Nov. 30, 2017shares | May 31, 2017shares | Mar. 31, 2014USD ($) | Oct. 31, 2012USD ($) | Mar. 31, 2018$ / sharesshares | Dec. 31, 2017$ / sharesshares | Jan. 31, 2017$ / sharesshares | Dec. 31, 2016$ / sharesshares | Apr. 30, 2013USD ($) |
Conversion of Stock | ||||||||||||
Preferred stock issued | $ | $ 700 | $ 49.8 | ||||||||||
Share conversion ratio | 11 | |||||||||||
Preferred stock, shares authorized (shares) | 90,000,000 | 90,000,000 | 90,000,000 | 8,750,000 | ||||||||
Preferred stock, par value (usd per share) | $ / shares | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.01 | ||||||||
Common stock authorized (shares) | 900,000,000 | 900,000,000 | 900,000,000 | 900,000,000 | ||||||||
Common stock, par value (usd per share) | $ / shares | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.01 | |||||||
IPO | ||||||||||||
Conversion of Stock | ||||||||||||
Initial public offering (shares) | 22,272,727 | |||||||||||
Common stock authorized (shares) | 22,810,000 | |||||||||||
Initial public offering | $ | $ 472.4 | |||||||||||
Issuance cost | $ | $ 7.9 | |||||||||||
Common Stock | ||||||||||||
Conversion of Stock | ||||||||||||
Common stock authorized (shares) | 900,000,000 | 22,379,800 | ||||||||||
Common stock, par value (usd per share) | $ / shares | $ 0.01 | |||||||||||
Series A Preferred Stock | ||||||||||||
Conversion of Stock | ||||||||||||
Preferred stock, shares authorized (shares) | 8,749,999 | |||||||||||
Conversion of stock (shares) | 64,211,172 | |||||||||||
Series A-1 Preferred Stock | ||||||||||||
Conversion of Stock | ||||||||||||
Preferred stock, shares authorized (shares) | 2,922,634 | |||||||||||
Series A-2 Preferred Stock | ||||||||||||
Conversion of Stock | ||||||||||||
Preferred stock, shares authorized (shares) | 208,760 | |||||||||||
Series A-3 Preferred Stock | ||||||||||||
Conversion of Stock | ||||||||||||
Preferred stock, shares authorized (shares) | 843,132 | |||||||||||
Series A-4 Preferred Stock | ||||||||||||
Conversion of Stock | ||||||||||||
Preferred stock, shares authorized (shares) | 4,775,473 | |||||||||||
Series B Preferred Stock | ||||||||||||
Conversion of Stock | ||||||||||||
Preferred stock, shares authorized (shares) | 1 | |||||||||||
Shares canceled (shares) | 1 | |||||||||||
B-1 Common Stock | ||||||||||||
Conversion of Stock | ||||||||||||
Share conversion ratio | 11 | |||||||||||
Conversion of stock (shares) | 309,404 | |||||||||||
Common stock authorized (shares) | 430,200 | |||||||||||
Onex Partners | ||||||||||||
Conversion of Stock | ||||||||||||
Bridge loan | $ | $ 171 | $ 71.6 | ||||||||||
Payments to acquire securities | $ | $ 65.8 | |||||||||||
Voting rights (percentage) | 30.90% | |||||||||||
Onex Partners | Common Stock | IPO | ||||||||||||
Conversion of Stock | ||||||||||||
Initial public offering (shares) | 6,477,273 | 14,211,736 | 15,693,139 |
Description of Company and Su58
Description of Company and Summary of Significant Accounting Policies - Adjustments for Accounting Standard Updates (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2018 | Apr. 01, 2017 | |
Revenue, Initial Application Period Cumulative Effect Transition | ||
Net revenues | $ 946,179 | $ 847,853 |
Cost of sales | 740,326 | 666,166 |
Gross margin | 205,853 | 181,687 |
Selling, general and administrative | 164,714 | 139,664 |
Operating income | 38,165 | 40,821 |
Other expense | $ 7,763 | 5,730 |
As Reported | ||
Revenue, Initial Application Period Cumulative Effect Transition | ||
Net revenues | 847,787 | |
Cost of sales | 661,816 | |
Gross margin | 185,971 | |
Selling, general and administrative | 147,079 | |
Operating income | 37,690 | |
Other expense | 2,599 | |
Adjustments | ASU 2017-07 | ||
Revenue, Initial Application Period Cumulative Effect Transition | ||
Net revenues | 0 | |
Cost of sales | 0 | |
Gross margin | 0 | |
Selling, general and administrative | (2,809) | |
Operating income | 2,809 | |
Other expense | 2,809 | |
Adjustments | ASU 2014-09 | ||
Revenue, Initial Application Period Cumulative Effect Transition | ||
Net revenues | 66 | |
Cost of sales | (256) | |
Gross margin | 322 | |
Selling, general and administrative | 0 | |
Operating income | 322 | |
Other expense | 322 | |
Adjustments | Revision | ||
Revenue, Initial Application Period Cumulative Effect Transition | ||
Net revenues | 0 | |
Cost of sales | 4,606 | |
Gross margin | (4,606) | |
Selling, general and administrative | (4,606) | |
Operating income | 0 | |
Other expense | $ 0 |
Description of Company and Su59
Description of Company and Summary of Significant Accounting Policies - Classification of Certain Cash Receipts and Cash Payments (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2018 | Apr. 01, 2017 | |
New Accounting Pronouncement, Early Adoption | ||
Cash, cash equivalents and restricted cash, beginning | $ 256,234 | $ 103,452 |
Cash, cash equivalents and restricted cash, ending | 103,300 | 186,488 |
Effect of foreign currency exchange rates on cash | (3,206) | 1,710 |
Other assets | $ (11,677) | 1,691 |
As Reported | ||
New Accounting Pronouncement, Early Adoption | ||
Cash, cash equivalents and restricted cash, beginning | 102,701 | |
Cash, cash equivalents and restricted cash, ending | 185,505 | |
Effect of foreign currency exchange rates on cash | 1,718 | |
Other assets | 1,451 | |
Adjustments | Accounting Standards Update 2016-18 | ||
New Accounting Pronouncement, Early Adoption | ||
Cash, cash equivalents and restricted cash, beginning | 751 | |
Cash, cash equivalents and restricted cash, ending | 983 | |
Effect of foreign currency exchange rates on cash | (8) | |
Other assets | $ 240 |
Acquisitions - Narratives (Deta
Acquisitions - Narratives (Details) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | |
Mar. 31, 2018USD ($) | Apr. 01, 2017USD ($) | Sep. 30, 2017USD ($)acquisition | Dec. 31, 2017USD ($) | |
Business Acquisition | ||||
Goodwill | $ 617,504 | $ 549,063 | ||
Business acquisition, transaction costs | 2,550 | |||
Cash payments to acquire business, net of cash acquired | 165,687 | $ 0 | ||
Measurement period adjustments, Goodwill | 291 | |||
Acquisition of ABS, A&L, and Domofern Int. | ||||
Business Acquisition | ||||
Goodwill | $ 62,399 | |||
Intangible assets useful life | 19 years | |||
Business acquisition, transaction costs | $ 2,300 | |||
Ownership interest | 50.00% | |||
Cash payments to acquire business, net of cash acquired | $ 165,687 | |||
Identifiable intangible assets | 70,057 | |||
2017 Business Acquisitions | ||||
Business Acquisition | ||||
Goodwill | $ 24,400 | |||
Intangible assets useful life | 18 years | |||
Number of business acquired | acquisition | 3 | |||
Cash payments to acquire business, net of cash acquired | $ 131,700 | |||
Identifiable intangible assets | 46,700 | |||
Tax deductible portion of goodwill | $ 14,000 | |||
Measurement period adjustments, Goodwill | $ 300 | (23,600) | ||
Measurement period adjustments, Identifiable intangible assets | 16,700 | |||
Measurement period adjustments, Property and equipment | 16,300 | |||
Measurement period adjustments, Cash and cash equivalents | $ 7,700 |
Acquisitions - Fair Value of As
Acquisitions - Fair Value of Assets and Liabilities Acquired (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2018 | Apr. 01, 2017 | Dec. 31, 2017 | |
Fair value of identifiable assets and liabilities: | |||
Goodwill | $ 617,504 | $ 549,063 | |
Purchase Price: | |||
Cash consideration, net of cash acquired | 165,687 | $ 0 | |
Acquisition of ABS, A&L, and Domofern Int. | |||
Fair value of identifiable assets and liabilities: | |||
Accounts receivable | 58,714 | ||
Inventories | 96,771 | ||
Other assets | 22,152 | ||
Property and equipment | 52,815 | ||
Identifiable intangible assets | 70,057 | ||
Goodwill | 62,399 | ||
Total assets | 362,908 | ||
Accounts payable | 29,512 | ||
Current maturities of long-term debt | 17,278 | ||
Other current liabilities | 27,471 | ||
Long-term debt | 47,369 | ||
Other liabilities | 17,735 | ||
Non-controlling interest | (184) | ||
Total liabilities | 139,181 | ||
Purchase Price: | |||
Cash consideration, net of cash acquired | 165,687 | ||
Contingent consideration | 3,898 | ||
Gain on previously held shares | 20,767 | ||
Existing investment in acquired entity | 33,483 | ||
Non-cash consideration related to acquired intercompany balances | (108) | ||
Total consideration, net of cash acquired | $ 223,727 |
Accounts Receivable - Narrative
Accounts Receivable - Narratives (Details) - USD ($) $ in Millions | Mar. 31, 2018 | Dec. 31, 2017 |
Receivables [Abstract] | ||
Allowance for doubtful accounts | $ 5.1 | $ 4.4 |
Inventories (Details)
Inventories (Details) - USD ($) $ in Thousands | Mar. 31, 2018 | Dec. 31, 2017 |
Inventory Disclosure [Abstract] | ||
Raw materials | $ 312,048 | $ 283,772 |
Work in process | 42,307 | 35,734 |
Finished goods | 191,220 | 85,847 |
Total inventories | $ 545,575 | $ 405,353 |
Property and Equipment, Net (De
Property and Equipment, Net (Details) - USD ($) $ in Thousands | Mar. 31, 2018 | Dec. 31, 2017 |
Property, Plant and Equipment [Abstract] | ||
Property and equipment | $ 1,941,919 | $ 1,863,624 |
Accumulated depreciation | (1,128,964) | (1,106,913) |
Total property and equipment, net | $ 812,955 | $ 756,711 |
Property and Equipment, Net - N
Property and Equipment, Net - Narratives (Details) - USD ($) $ in Millions | 1 Months Ended | 3 Months Ended | |
Nov. 30, 2016 | Mar. 31, 2018 | Apr. 01, 2017 | |
Property, Plant and Equipment | |||
Capital lease obligation | $ 20.4 | ||
Property, Plant and Equipment | |||
Property, Plant and Equipment | |||
Impairment of assets | 0.6 | $ 0 | |
Build-To-Suit Asset | |||
Property, Plant and Equipment | |||
BTS, term | 17 years | ||
Construction in progress | $ 20 |
Property and Equipment, Net - D
Property and Equipment, Net - Depreciation (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2018 | Apr. 01, 2017 | |
Depreciation | ||
Total depreciation expense | $ 21,981 | $ 20,985 |
Cost of sales | ||
Depreciation | ||
Total depreciation expense | 19,983 | 18,895 |
Selling, general and administrative | ||
Depreciation | ||
Total depreciation expense | $ 1,998 | $ 2,090 |
Goodwill - Rollforward (Details
Goodwill - Rollforward (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2018USD ($) | |
Goodwill | |
Balance as of January 1 | $ 549,063 |
Acquisitions | 62,399 |
Acquisition remeasurements | 291 |
Currency translation | 5,751 |
Balance at end of period | 617,504 |
North America | |
Goodwill | |
Balance as of January 1 | 201,560 |
Acquisitions | 17,645 |
Acquisition remeasurements | 291 |
Currency translation | (175) |
Balance at end of period | 219,321 |
Europe | |
Goodwill | |
Balance as of January 1 | 268,162 |
Acquisitions | 30,167 |
Acquisition remeasurements | 0 |
Currency translation | 7,396 |
Balance at end of period | 305,725 |
Australasia | |
Goodwill | |
Balance as of January 1 | 79,341 |
Acquisitions | 14,587 |
Acquisition remeasurements | 0 |
Currency translation | (1,470) |
Balance at end of period | $ 92,458 |
Intangible Assets, Net - Cost a
Intangible Assets, Net - Cost and Accumulated Amortization (Details) - USD ($) $ in Thousands | Mar. 31, 2018 | Dec. 31, 2017 |
Finite-Lived Intangible Assets | ||
Total amortizable intangibles | $ 297,753 | $ 226,661 |
Accumulated amortization | (65,716) | (60,348) |
Total intangibles, net | 232,037 | 166,313 |
Trademarks and trade names | ||
Finite-Lived Intangible Assets | ||
Total amortizable intangibles | 55,586 | 38,600 |
Software | ||
Finite-Lived Intangible Assets | ||
Total amortizable intangibles | 45,547 | 35,191 |
Patents, licenses and rights | ||
Finite-Lived Intangible Assets | ||
Total amortizable intangibles | 80,942 | 47,385 |
Customer relationships and agreements | ||
Finite-Lived Intangible Assets | ||
Total amortizable intangibles | $ 115,678 | $ 105,485 |
Intangible Assets, Net - Amorti
Intangible Assets, Net - Amortization Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2018 | Apr. 01, 2017 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Amortization expense | $ 4,702 | $ 3,881 |
Other Assets (Details)
Other Assets (Details) - USD ($) $ in Thousands | Mar. 31, 2018 | Dec. 31, 2017 |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ||
Customer displays | $ 15,021 | $ 12,702 |
Deposits | 6,470 | 3,640 |
Long-term notes receivable | 4,978 | 4,984 |
Overfunded pension benefit obligation | 1,962 | 1,903 |
Other prepaid expenses | 1,774 | 1,869 |
Debt issuance costs on unused portion of revolver facility | 1,506 | 2,045 |
Other long-term accounts receivable | 1,666 | 1,556 |
Investments | 417 | 33,187 |
Total other assets | $ 33,794 | $ 61,886 |
Other Assets - Narratives (Deta
Other Assets - Narratives (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2018 | Apr. 01, 2017 | Dec. 31, 2017 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |||
Equity method investment ownership percentage | 50.00% | ||
Gain on previously held shares of an equity investment | $ 20,767 | $ 0 |
Accrued Expenses and Other Cu72
Accrued Expenses and Other Current Liabilities (Details) - USD ($) $ in Thousands | Mar. 31, 2018 | Dec. 31, 2017 | Apr. 01, 2017 |
Payables and Accruals [Abstract] | |||
Accrued sales and advertising rebates | $ 59,672 | $ 73,585 | |
Other accrued taxes | 26,937 | 19,996 | |
Accrued expenses | 22,924 | 27,667 | |
Current portion of warranty liability (Note 10) | 20,843 | 19,547 | $ 18,921 |
Current portion of deferred revenue (Note 15) | 13,046 | 9,970 | |
Accrued interest payable | 11,645 | 1,945 | |
Current portion of accrued claim costs relating to self-insurance programs | 11,519 | 12,866 | |
Current portion of accrued income taxes payable | 7,298 | 10,962 | |
Current portion of restructuring accrual (Note 18) | 5,317 | 7,162 | |
Current portion of derivative liability (Note 20) | 2,126 | 2,905 | |
Total accrued expenses and other current liabilities | $ 181,327 | $ 186,605 |
Warranty Liability - Rollforwar
Warranty Liability - Rollforward (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2018 | Apr. 01, 2017 | Dec. 31, 2017 | |
Movement in Standard and Extended Product Warranty Accrual, Increase (Decrease) | |||
Balance as of January 1 | $ 46,256 | $ 45,398 | |
Current period expense | 6,049 | 4,549 | |
Liabilities assumed due to acquisition | 1,541 | 0 | |
Experience adjustments | 336 | 1,116 | |
Payments | (6,830) | (4,984) | |
Currency translation | (124) | 127 | |
Balance as of end of period | 47,228 | 46,206 | |
Current portion | (20,843) | (18,921) | $ (19,547) |
Long-term portion | $ 26,385 | $ 27,285 |
Warranty Liability - Narratives
Warranty Liability - Narratives (Details) - USD ($) $ in Thousands | 3 Months Ended | |||
Mar. 31, 2018 | Dec. 31, 2017 | Apr. 01, 2017 | Dec. 31, 2016 | |
Product Warranty Liability [Line Items] | ||||
Accrued warranty liability | $ 47,228 | $ 46,256 | $ 46,206 | $ 45,398 |
Minimum | ||||
Product Warranty Liability [Line Items] | ||||
Product warranty term | 1 year | |||
Maximum | ||||
Product Warranty Liability [Line Items] | ||||
Product warranty term | 10 years | |||
North America | ||||
Product Warranty Liability [Line Items] | ||||
Accrued warranty liability | $ 40,700 | |||
Product warranty, discount adjustment | $ 2,700 | |||
North America | Minimum | ||||
Product Warranty Liability [Line Items] | ||||
Product warranty discount rate | 0.76% | |||
North America | Maximum | ||||
Product Warranty Liability [Line Items] | ||||
Product warranty discount rate | 4.75% |
Long-Term Debt - Long Term Debt
Long-Term Debt - Long Term Debt (Details) $ in Thousands, kr in Millions | Mar. 31, 2018USD ($) | Mar. 31, 2018DKK (kr) | Dec. 31, 2017USD ($) |
Debt Instrument | |||
Unamortized debt issuance costs | $ (12,817) | $ (12,616) | |
Long-term debt | 1,471,108 | 1,273,703 | |
Current maturities of long-term debt | (25,298) | (8,770) | |
Long-term debt net of current maturities | 1,445,810 | 1,264,933 | |
Senior notes | |||
Debt Instrument | |||
Long-term debt, gross | $ 800,000 | 800,000 | |
Senior notes | Minimum | |||
Debt Instrument | |||
Effective interest rate (percentage) | 4.63% | 4.63% | |
Senior notes | Maximum | |||
Debt Instrument | |||
Effective interest rate (percentage) | 4.88% | 4.88% | |
Term Loan | Term Loan | |||
Debt Instrument | |||
Long-term debt, gross | $ 497,363 | 440,568 | |
Term Loan | Term Loan | Minimum | |||
Debt Instrument | |||
Effective interest rate (percentage) | 0.78% | 0.78% | |
Term Loan | Term Loan | Maximum | |||
Debt Instrument | |||
Effective interest rate (percentage) | 5.64% | 5.64% | |
Term Loan | Installment notes | |||
Debt Instrument | |||
Long-term debt, gross | $ 37,615 | 10,290 | |
Term Loan | Installment notes | Minimum | |||
Debt Instrument | |||
Effective interest rate (percentage) | 0.99% | 0.99% | |
Term Loan | Installment notes | Maximum | |||
Debt Instrument | |||
Effective interest rate (percentage) | 8.29% | 8.29% | |
Mortgage notes | |||
Debt Instrument | |||
Long-term debt, gross | $ 34,071 | kr 206 | 33,517 |
Effective interest rate (percentage) | 1.65% | 1.65% | |
Installment notes for stock | |||
Debt Instrument | |||
Long-term debt, gross | $ 1,097 | 1,944 | |
Installment notes for stock | Minimum | |||
Debt Instrument | |||
Effective interest rate (percentage) | 3.00% | 3.00% | |
Installment notes for stock | Maximum | |||
Debt Instrument | |||
Effective interest rate (percentage) | 4.75% | 4.75% | |
Revolving credit facilities | Line of Credit | |||
Debt Instrument | |||
Long-term debt, gross | $ 113,779 | $ 0 | |
Revolving credit facilities | Line of Credit | Minimum | |||
Debt Instrument | |||
Effective interest rate (percentage) | 0.67% | 0.67% | |
Revolving credit facilities | Line of Credit | Maximum | |||
Debt Instrument | |||
Effective interest rate (percentage) | 5.00% | 5.00% |
Long-Term Debt - Senior Notes (
Long-Term Debt - Senior Notes (Details) - Senior notes | 12 Months Ended |
Dec. 31, 2017USD ($)tranch | |
Debt Instrument | |
Debt instrument face amount | $ 800,000,000 |
Number of tranches | tranch | 2 |
Debt issuance costs | $ 11,700,000 |
Senior Note Maturing December 2025 | |
Debt Instrument | |
Debt instrument face amount | $ 400,000,000 |
Stated interest rate | 4.625% |
Senior Note Maturing December 2027 | |
Debt Instrument | |
Debt instrument face amount | $ 400,000,000 |
Stated interest rate | 4.875% |
Long-Term Debt - Term Loans (De
Long-Term Debt - Term Loans (Details) | Nov. 30, 2017 | Feb. 28, 2018AUD ($) | Dec. 31, 2017USD ($) | Feb. 28, 2017USD ($) | Mar. 31, 2018USD ($) | Apr. 01, 2017USD ($) | Mar. 31, 2017USD ($) | Nov. 30, 2016USD ($) |
Debt Instrument | ||||||||
Payments of long-term debt | $ 3,941,000 | $ 380,920,000 | ||||||
Write off of debt issuance cost | $ 6,097,000 | |||||||
Capital lease obligation | 20,400,000 | |||||||
Term Loan | Domoferm | ||||||||
Debt Instrument | ||||||||
Long-term debt | 8,100,000 | |||||||
Long-term debt acquired | 8,200,000 | |||||||
Capital lease obligation | $ 2,200,000 | |||||||
Term Loan | Minimum | Domoferm | ||||||||
Debt Instrument | ||||||||
Debt instrument, variable rate | 0.78% | |||||||
Term Loan | Maximum | Domoferm | ||||||||
Debt Instrument | ||||||||
Debt instrument, variable rate | 3.65% | |||||||
Term Loan | Term Loan | ||||||||
Debt Instrument | ||||||||
Debt instrument face amount | $ 440,000,000 | $ 375,000,000 | ||||||
Debt issuance costs | 700,000 | $ 1,100,000 | $ 8,100,000 | |||||
Payments of long-term debt | 787,400,000 | $ 375,000,000 | ||||||
Write off of debt issuance cost | 15,400,000 | 5,200,000 | ||||||
Write off of debt discount | 5,900,000 | $ 900,000 | ||||||
Bank fees | $ 1,700,000 | |||||||
Debt instrument, interest rate floor | 1.00% | 0.00% | ||||||
Debt Instrument, periodic principal repayment percentage | 0.25% | |||||||
Debt instrument, periodic payment principal amount | $ 1,100,000 | |||||||
Long term debt principal amount outstanding | $ 438,900,000 | |||||||
Long-term debt | $ 440,568,000 | 497,363,000 | ||||||
Term Loan | Term Loan | LIBOR | Minimum | ||||||||
Debt Instrument | ||||||||
Debt instrument, variable rate | 2.75% | 1.75% | ||||||
Term Loan | Term Loan | LIBOR | Maximum | ||||||||
Debt Instrument | ||||||||
Debt instrument, variable rate | 3.00% | 2.00% | ||||||
Term Loan | Australian Facility | Secured Debt | ||||||||
Debt Instrument | ||||||||
Increase in borrowing capacity | $ 55,000,000 | |||||||
Unused commitment fee, percentage | 1.25% | |||||||
Long-term debt | 38,400,000 | |||||||
Term Loan | Australian Facility | BBSY | Minimum | Secured Debt | ||||||||
Debt Instrument | ||||||||
Debt instrument, variable rate | 1.00% | |||||||
Term Loan | Australian Facility | BBSY | Maximum | Secured Debt | ||||||||
Debt Instrument | ||||||||
Debt instrument, variable rate | 1.10% | |||||||
Term Loan | Acquired Facilities | ABS | ||||||||
Debt Instrument | ||||||||
Long-term debt | 11,600,000 | |||||||
Long-term debt acquired | $ 11,600,000 | |||||||
Term Loan | Acquired Facilities | LIBOR | Minimum | ABS | ||||||||
Debt Instrument | ||||||||
Debt instrument, variable rate | 1.85% | |||||||
Term Loan | Acquired Facilities | LIBOR | Maximum | ABS | ||||||||
Debt Instrument | ||||||||
Debt instrument, variable rate | 2.00% |
Long-Term Debt - Revolving Cred
Long-Term Debt - Revolving Credit Facilities (Details) kr in Millions | Feb. 28, 2018EUR (€) | Jan. 31, 2015EUR (€) | Feb. 28, 2018EUR (€) | Dec. 31, 2017USD ($) | Mar. 31, 2018EUR (€) | Apr. 01, 2017USD ($) | Mar. 31, 2018AUD ($) | Mar. 31, 2018USD ($) | Mar. 31, 2018DKK (kr) | Feb. 28, 2018AUD ($) | Feb. 28, 2018USD ($) |
Debt Instrument | |||||||||||
Write off of debt issuance cost | $ 6,097,000 | ||||||||||
Acquisitions for 2018 | |||||||||||
Debt Instrument | |||||||||||
Long-term debt acquired | $ 47,369,000 | ||||||||||
Mortgage notes | |||||||||||
Debt Instrument | |||||||||||
Long-term debt | $ 33,517,000 | $ 34,071,000 | kr 206 | ||||||||
Debt instrument, term | 30 years | ||||||||||
Effective interest rate (percentage) | 1.65% | 1.65% | 1.65% | 1.65% | |||||||
Notes payable | Installment notes | |||||||||||
Debt Instrument | |||||||||||
Long-term debt | 10,290,000 | $ 37,615,000 | |||||||||
Notes payable | Installment notes | Acquisitions for 2018 | |||||||||||
Debt Instrument | |||||||||||
Long-term debt | 7,700,000 | ||||||||||
Long-term debt acquired | $ 7,800,000 | ||||||||||
Notes payable | Minimum | Installment notes | |||||||||||
Debt Instrument | |||||||||||
Effective interest rate (percentage) | 0.99% | 0.99% | 0.99% | 0.99% | |||||||
Notes payable | Minimum | Installment notes | Acquisitions for 2018 | |||||||||||
Debt Instrument | |||||||||||
Effective interest rate (percentage) | 0.99% | 0.99% | 0.99% | 0.99% | |||||||
Notes payable | Maximum | Installment notes | |||||||||||
Debt Instrument | |||||||||||
Effective interest rate (percentage) | 8.29% | 8.29% | 8.29% | 8.29% | |||||||
Notes payable | Maximum | Installment notes | Acquisitions for 2018 | |||||||||||
Debt Instrument | |||||||||||
Effective interest rate (percentage) | 8.29% | 8.29% | 8.29% | 8.29% | |||||||
Installment notes for stock | |||||||||||
Debt Instrument | |||||||||||
Long-term debt | $ 1,944,000 | $ 1,097,000 | |||||||||
Installment notes for stock | Minimum | |||||||||||
Debt Instrument | |||||||||||
Debt instrument, term | 5 years | ||||||||||
Effective interest rate (percentage) | 3.00% | 3.00% | 3.00% | 3.00% | |||||||
Installment notes for stock | Maximum | |||||||||||
Debt Instrument | |||||||||||
Debt instrument, term | 10 years | ||||||||||
Effective interest rate (percentage) | 4.75% | 4.75% | 4.75% | 4.75% | |||||||
Revolving credit facilities | |||||||||||
Debt Instrument | |||||||||||
Borrowing availability | $ 231,000,000 | ||||||||||
Revolving credit facilities | ABS | |||||||||||
Debt Instrument | |||||||||||
Long-term debt acquired | 29,400,000 | ||||||||||
Revolving credit facilities | ABL Facility | |||||||||||
Debt Instrument | |||||||||||
Additional potential line Of credit threshold | 100,000,000 | ||||||||||
Revolving credit facilities | Australia senior secured credit facility | |||||||||||
Debt Instrument | |||||||||||
Borrowing availability | $ 15,000,000 | 11,500,000 | $ 15,000,000 | ||||||||
Commitment fee | 1.15% | ||||||||||
Overdraft fee | 1.00% | ||||||||||
Revolving credit facilities | Euro revolving facility | |||||||||||
Debt Instrument | |||||||||||
Debt instrument, interest rate floor | 0.00% | ||||||||||
Line of credit outstanding | 0 | ||||||||||
Maximum borrowing capacity | € | € 39,000,000 | ||||||||||
Commitment fee | 1.00% | ||||||||||
Maximum additional borrowings | € | € 10,000,000 | ||||||||||
Revolving credit facilities | Other Facilities | ABS | |||||||||||
Debt Instrument | |||||||||||
Long-term debt | 29,400,000 | ||||||||||
Line of credit outstanding | 2,800,000 | ||||||||||
Borrowing availability | 12,800,000 | ||||||||||
Maximum borrowing capacity | 45,000,000 | ||||||||||
Revolving credit facilities | Other Facilities | Domoferm International GmbH | |||||||||||
Debt Instrument | |||||||||||
Long-term debt | € 6,400,000 | 7,800,000 | |||||||||
Line of credit outstanding | 1,200,000 | 1,500,000 | |||||||||
Borrowing availability | € 1,600,000 | 1,900,000 | |||||||||
Maximum borrowing capacity | € | € 9,171,000 | € 9,171,000 | |||||||||
Long-term debt acquired | € 6,100,000 | € 6,100,000 | $ 7,600,000 | ||||||||
Revolving credit facilities | Minimum | Other Facilities | Domoferm International GmbH | |||||||||||
Debt Instrument | |||||||||||
Debt instrument, variable rate | 0.67% | ||||||||||
Revolving credit facilities | Maximum | Other Facilities | Domoferm International GmbH | |||||||||||
Debt Instrument | |||||||||||
Debt instrument, variable rate | 1.98% | ||||||||||
Revolving credit facilities | LIBOR | Minimum | Other Facilities | ABS | |||||||||||
Debt Instrument | |||||||||||
Debt instrument, variable rate | 1.40% | ||||||||||
Revolving credit facilities | LIBOR | Maximum | Other Facilities | ABS | |||||||||||
Debt Instrument | |||||||||||
Debt instrument, variable rate | 1.90% | ||||||||||
Revolving credit facilities | BBSY | Australia senior secured credit facility | |||||||||||
Debt Instrument | |||||||||||
Debt instrument, variable rate | 0.75% | ||||||||||
Revolving credit facilities | IBOR | Euro revolving facility | |||||||||||
Debt Instrument | |||||||||||
Debt instrument, variable rate | 2.50% | ||||||||||
Revolving credit facilities | Line of Credit | |||||||||||
Debt Instrument | |||||||||||
Debt instrument, interest rate floor | 0.00% | ||||||||||
Write off of debt issuance cost | $ 200,000 | ||||||||||
Long-term debt | 0 | 113,779,000 | |||||||||
Revolving credit facilities | Line of Credit | ABL Facility | |||||||||||
Debt Instrument | |||||||||||
Debt instrument face amount | $ 300,000,000 | ||||||||||
Debt instrument, interest rate floor | 0.00% | ||||||||||
Long-term debt | 76,500,000 | ||||||||||
Line of credit outstanding | 32,500,000 | ||||||||||
Borrowing availability | $ 157,200,000 | ||||||||||
Revolving credit facilities | Line of Credit | Minimum | |||||||||||
Debt Instrument | |||||||||||
Unused commitment fee, percentage | 0.25% | ||||||||||
Effective interest rate (percentage) | 0.67% | 0.67% | 0.67% | 0.67% | |||||||
Revolving credit facilities | Line of Credit | Maximum | |||||||||||
Debt Instrument | |||||||||||
Unused commitment fee, percentage | 0.375% | ||||||||||
Effective interest rate (percentage) | 5.00% | 5.00% | 5.00% | 5.00% | |||||||
Revolving credit facilities | Line of Credit | LIBOR | Minimum | |||||||||||
Debt Instrument | |||||||||||
Debt instrument, variable rate | 1.50% | ||||||||||
Revolving credit facilities | Line of Credit | LIBOR | Minimum | ABL Facility | |||||||||||
Debt Instrument | |||||||||||
Debt instrument, variable rate | 1.25% | ||||||||||
Revolving credit facilities | Line of Credit | LIBOR | Maximum | |||||||||||
Debt Instrument | |||||||||||
Debt instrument, variable rate | 2.00% | ||||||||||
Revolving credit facilities | Line of Credit | LIBOR | Maximum | ABL Facility | |||||||||||
Debt Instrument | |||||||||||
Debt instrument, variable rate | 1.75% | ||||||||||
Revolving credit facilities | Electronic payaway | Australia senior secured credit facility | |||||||||||
Debt Instrument | |||||||||||
Borrowing availability | $ 7,000,000 | $ 5,400,000 | |||||||||
Maximum borrowing capacity | 7,000,000 | ||||||||||
Revolving credit facilities | Asset financing | Australia senior secured credit facility | |||||||||||
Debt Instrument | |||||||||||
Borrowing availability | 2,500,000 | 1,900,000 | |||||||||
Maximum borrowing capacity | 2,500,000 | ||||||||||
Revolving credit facilities | Commercial credit card | Australia senior secured credit facility | |||||||||||
Debt Instrument | |||||||||||
Borrowing availability | 800,000 | 600,000 | |||||||||
Maximum borrowing capacity | 1,000,000 | ||||||||||
Revolving credit facilities | Overdraft | Australia senior secured credit facility | |||||||||||
Debt Instrument | |||||||||||
Borrowing availability | 5,000,000 | 3,800,000 | |||||||||
Maximum borrowing capacity | 5,000,000 | ||||||||||
Revolving credit facilities | Letter of Credit | Euro revolving facility | |||||||||||
Debt Instrument | |||||||||||
Line of credit outstanding | € 400,000 | 500,000 | |||||||||
Borrowing availability | € 38,600,000 | 47,600,000 | |||||||||
Interchangeable facility | Line of Credit | Australia senior secured credit facility | |||||||||||
Debt Instrument | |||||||||||
Borrowing availability | $ 4,100,000 | $ 3,200,000 | |||||||||
Maximum borrowing capacity | $ 12,000,000 |
Income Taxes - Narratives (Deta
Income Taxes - Narratives (Details) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | ||
Dec. 31, 2017 | Mar. 31, 2018 | Dec. 31, 2017 | Apr. 01, 2017 | |
Operating Loss Carryforwards | ||||
Effective rate for continuing operations (percent) | (11.30%) | 27.50% | ||
Income tax (benefit) expense | $ (4,025) | $ 2,252 | ||
Effective income tax (expense) benefit related to share based compensation | 8,700 | 300 | ||
Effective income tax rate reconciliation, revenue basis adjustments | 7,100 | |||
Tax benefit from the exercise of stock options | 1,800 | |||
Interest expense from uncertain tax position | 200 | |||
Unrecognized tax benefits | $ 13,300 | 13,000 | $ 13,300 | |
Tax Cuts And Jobs Act, additional income tax expense impacting deferred tax assets | 21,100 | |||
Tax Cuts and Jobs Act, incomplete accounting, transition tax for accumulated foreign earnings, income tax | $ 11,300 | |||
Foreign source dividends | $ 65,800 | |||
Foreign Tax Authority | ||||
Operating Loss Carryforwards | ||||
Income tax (benefit) expense | 600 | |||
Interest expense from uncertain tax position | 300 | |||
Continuing operations | ||||
Operating Loss Carryforwards | ||||
Income tax (benefit) expense | $ (4,000) | $ 2,300 |
Segment Information - Narrative
Segment Information - Narratives (Details) $ in Thousands | 3 Months Ended | |
Mar. 31, 2018USD ($)segment | Apr. 01, 2017USD ($) | |
Segment Reporting [Abstract] | ||
Number of reportable segments | segment | 3 | |
Write off of debt issuance cost | $ 6,097 | |
Inventory write-down | 22 | |
Legal fees | $ 13,560 | 7,996 |
Business acquisition, transaction costs | 2,550 | |
Executive compensation expense | $ 2,401 | |
Business exit costs | 498 | |
IPO cost | 348 | |
Gain on the settlement of contract | $ 2,247 |
Segment Information - Reportabl
Segment Information - Reportable Segment (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2018 | Apr. 01, 2017 | |
Segment Reporting Information, Profit (Loss) | ||
Net revenues | $ 946,179 | $ 847,853 |
Impairment and restructuring charges | 2,974 | 1,202 |
Adjusted EBITDA | 87,832 | 80,962 |
North America | ||
Segment Reporting Information, Profit (Loss) | ||
Net revenues | 497,941 | 484,163 |
Europe | ||
Segment Reporting Information, Profit (Loss) | ||
Net revenues | 301,687 | 242,322 |
Australasia | ||
Segment Reporting Information, Profit (Loss) | ||
Net revenues | 146,551 | 121,368 |
Operating Segments | ||
Segment Reporting Information, Profit (Loss) | ||
Net revenues | 949,502 | 851,640 |
Impairment and restructuring charges | 4,344 | 1,109 |
Adjusted EBITDA | 97,584 | 90,632 |
Operating Segments | North America | ||
Segment Reporting Information, Profit (Loss) | ||
Net revenues | 498,333 | 484,630 |
Impairment and restructuring charges | 2,756 | 236 |
Adjusted EBITDA | 47,035 | 50,178 |
Operating Segments | Europe | ||
Segment Reporting Information, Profit (Loss) | ||
Net revenues | 302,469 | 242,668 |
Impairment and restructuring charges | 248 | 873 |
Adjusted EBITDA | 33,807 | 27,205 |
Operating Segments | Australasia | ||
Segment Reporting Information, Profit (Loss) | ||
Net revenues | 148,700 | 124,342 |
Impairment and restructuring charges | 1,340 | 0 |
Adjusted EBITDA | 16,742 | 13,249 |
Corporate and Unallocated Costs | ||
Segment Reporting Information, Profit (Loss) | ||
Impairment and restructuring charges | (1,370) | 93 |
Adjusted EBITDA | (9,752) | (9,670) |
Intersegment Eliminations | ||
Segment Reporting Information, Profit (Loss) | ||
Net revenues | (3,323) | (3,787) |
Intersegment Eliminations | North America | ||
Segment Reporting Information, Profit (Loss) | ||
Net revenues | (392) | (467) |
Intersegment Eliminations | Europe | ||
Segment Reporting Information, Profit (Loss) | ||
Net revenues | (782) | (346) |
Intersegment Eliminations | Australasia | ||
Segment Reporting Information, Profit (Loss) | ||
Net revenues | $ (2,149) | $ (2,974) |
Segment Information - Reconcili
Segment Information - Reconciliation of Net Income to EBITDA (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2018 | Apr. 01, 2017 | |
Segment Reporting, Other Significant Reconciling Item, Consolidated | ||
Net income | $ 40,271 | $ 6,428 |
Equity earnings in non-consolidated entities | (738) | (481) |
Income tax (benefit) expense | (4,025) | 2,252 |
Depreciation and amortization | 28,459 | 27,062 |
Interest expense, net | 15,661 | 26,892 |
Impairment and restructuring charges | 2,974 | 1,180 |
Gain on previously held shares of an equity investment | (20,767) | 0 |
Gain on sale of property and equipment | (86) | (43) |
Stock-based compensation | 1,951 | 5,444 |
Non-cash foreign exchange transaction/translation loss | 3,881 | 4,360 |
Other non-cash expenses | 0 | 1 |
Other items | 20,285 | 7,587 |
Costs relating to debt restructuring, debt refinancing | (34) | 280 |
Adjusted EBITDA | $ 87,832 | $ 80,962 |
Capital Stock - Narratives (Det
Capital Stock - Narratives (Details) - USD ($) $ / shares in Units, $ in Thousands | Feb. 01, 2017 | Mar. 31, 2018 | Apr. 01, 2017 | Dec. 31, 2017 | Jan. 31, 2017 | Jan. 03, 2017 | Dec. 31, 2016 |
Class of Stock | |||||||
Common stock authorized (shares) | 900,000,000 | 900,000,000 | 900,000,000 | 900,000,000 | |||
Common stock, par value (usd per share) | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.01 | ||
Preferred stock, shares authorized (shares) | 90,000,000 | 90,000,000 | 90,000,000 | 8,750,000 | |||
Preferred stock, par value (usd per share) | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.01 | |||
Shares held in employee trust (shares) | 193,941 | 193,941 | |||||
Shares held in employee trust (value) | $ 12,400 | $ 12,400 | |||||
Proceeds from the sale of common stock, net of underwriting fees and commissions | $ 480,300 | $ 0 | $ 480,306 | ||||
Cost associated with initial public offering | 7,900 | ||||||
Capitalized initial public offering cost | $ 5,900 | ||||||
IPO | |||||||
Class of Stock | |||||||
Common stock authorized (shares) | 22,810,000 | ||||||
Common Stock | |||||||
Class of Stock | |||||||
Common stock authorized (shares) | 900,000,000 | 22,379,800 | |||||
Common stock, par value (usd per share) | $ 0.01 | ||||||
Conversion of stock (shares) | 309,404 | ||||||
B-1 Common Stock | |||||||
Class of Stock | |||||||
Common stock authorized (shares) | 430,200 |
Revenue Recognition - Deferred
Revenue Recognition - Deferred Revenue (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2018USD ($) | |
Change in Contract with Customer, Liability | |
Balance as of January 1 | $ 9,970 |
Increases due to cash received | 27,470 |
Liabilities assumed due to acquisition | 1,235 |
Revenue recognized during the period | (25,471) |
Currency translation | (158) |
Balance at end of period | $ 13,046 |
Earnings (Loss) Per Share - Bas
Earnings (Loss) Per Share - Basic Loss Per Share Calculation (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |
Mar. 31, 2018 | Apr. 01, 2017 | |
Earnings Per Share [Abstract] | ||
Income from continuing operations | $ 39,533 | $ 5,947 |
Equity earnings of non-consolidated entities | 738 | 481 |
Income from continuing operations and equity earnings of non-consolidated entities | 40,271 | 6,428 |
Undeclared Series A Convertible Preferred Stock dividends | 0 | (10,462) |
Less net income attributable to non-controlling interest | 6 | 0 |
Net income (loss) attributable to common shareholders | $ 40,265 | $ (4,034) |
Weighted average outstanding shares of common stock basic (shares) | 106,146,655 | 74,295,248 |
Net income (loss) per share - basic (usd per share) | $ 0.38 | $ (0.05) |
Earnings (Loss) Per Share - Dil
Earnings (Loss) Per Share - Diluted Loss Per Share Calculation (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |
Mar. 31, 2018 | Apr. 01, 2017 | |
Earnings Per Share [Abstract] | ||
Net income (loss) attributable to common shareholders - basic and diluted | $ 40,265 | $ (4,034) |
Weighted average outstanding shares of common stock basic (shares) | 106,146,655 | 74,295,248 |
Restricted stock units and options to purchase common stock (shares) | 2,721,145 | 0 |
Weighted average outstanding shares of common stock diluted (shares) | 108,867,800 | 74,295,248 |
Net income (loss) per share - diluted (usd per share) | $ 0.37 | $ (0.05) |
Earnings (Loss) Per Share - Pot
Earnings (Loss) Per Share - Potentially Dilutive Securities (Details) - shares | 3 Months Ended | |
Mar. 31, 2018 | Apr. 01, 2017 | |
RSUs | ||
Incremental Weighted Average Shares Attributable to Dilutive Effect | ||
Antidilutive securities excluded from computation of diluted earnings per share | 20,337 | 549,520 |
Common stock | Stock options | ||
Incremental Weighted Average Shares Attributable to Dilutive Effect | ||
Antidilutive securities excluded from computation of diluted earnings per share | 250,612 | 8,005,695 |
Stock Compensation - Narratives
Stock Compensation - Narratives (Details) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | Feb. 01, 2017 | |
Share-based Compensation Arrangement by Share-based Payment Award | ||||
Stock-based compensation | $ 2 | $ 5.4 | ||
Stock compensation not yet recognized | $ 27.8 | |||
Recognition period for stock compensation not yet recognized | 2 years 6 months | |||
Stock Incentive Plan | Stock options | ||||
Share-based Compensation Arrangement by Share-based Payment Award | ||||
Shares issued (shares) | 5,156,976 | |||
Stock Incentive Plan | RSUs | ||||
Share-based Compensation Arrangement by Share-based Payment Award | ||||
Shares issued (shares) | 385,220 | |||
Stock Incentive Plan | Common Stock | ||||
Share-based Compensation Arrangement by Share-based Payment Award | ||||
Share-based compensation shares authorized (shares) | 2,761,000 | |||
Stock Incentive Plan | B-1 Common Stock | ||||
Share-based Compensation Arrangement by Share-based Payment Award | ||||
Share-based compensation shares authorized (shares) | 4,732,200 | |||
Omnibus Equity Plan | ||||
Share-based Compensation Arrangement by Share-based Payment Award | ||||
Share-based compensation shares authorized (shares) | 7,500,000 |
Stock Compensation - Activity (
Stock Compensation - Activity (Details) - $ / shares | 3 Months Ended | |
Mar. 31, 2018 | Apr. 01, 2017 | |
Options Activity | ||
Options canceled (shares) | 612,789 | 492,597 |
Forfeited (shares) | 332,180 | 77,292 |
Options exercised (shares) | 406,280 | 61,139 |
Options Weighted Average Exercise Price | ||
Options granted, weighted average exercise price (usd per share) | $ 33.25 | $ 27.73 |
Options forfeited, weighted average exercise price (usd per share) | 18.56 | 13.17 |
Options exercised, weighted average exercise price (usd per share) | $ 12.70 | $ 12.14 |
RSUs | Non-employee directors | ||
Equity Awards Other Than Options | ||
Equity instruments granted (shares) | 315,460 | 21,198 |
Equity instruments granted, weighted average exercise price (usd per share) | $ 31.84 | $ 31.13 |
RSUs | Employee | ||
Equity Awards Other Than Options | ||
Equity instruments granted (shares) | 123,131 | 143,102 |
Equity instruments granted, weighted average exercise price (usd per share) | $ 34.36 | $ 27.72 |
PSU's | Employee | ||
Equity Awards Other Than Options | ||
Equity instruments granted (shares) | 109,537 | 0 |
Equity instruments granted, weighted average exercise price (usd per share) | $ 33.34 | $ 0 |
Impairment and Restructuring 90
Impairment and Restructuring Charges - Narratives (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2018 | Dec. 31, 2017 | |
Restructuring Cost and Reserve | ||
Impairment and restructuring charges | $ 2,974 | $ 1,202 |
Decrease to restructuring expense | 2,100 | |
Restructuring reserve, current | 5,317 | 7,162 |
Restructuring accrual | 2,300 | $ 3,900 |
Facility closing | ||
Restructuring Cost and Reserve | ||
Impairment and restructuring charges | 2,900 | |
Lease termination | ||
Restructuring Cost and Reserve | ||
Impairment and restructuring charges | 1,500 | |
Other restructuring | ||
Restructuring Cost and Reserve | ||
Impairment and restructuring charges | $ 700 |
Impairment and Restructuring 91
Impairment and Restructuring Charges - Summary (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2018 | Dec. 31, 2017 | |
Restructuring and Related Activities [Abstract] | ||
Impairments | $ 636 | $ 0 |
Restructuring charges, net of fair value adjustment gains | 2,338 | 1,202 |
Total impairment and restructuring charges | $ 2,974 | $ 1,202 |
Impairment and Restructuring 92
Impairment and Restructuring Charges - Restructuring Accrual (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2018 | Apr. 01, 2017 | |
Restructuring Reserve | ||
Beginning Accrual Balance | $ 11,039 | $ 5,019 |
Additions Charged to Expense | 2,338 | 1,202 |
Payments or Utilization | (5,733) | (1,066) |
Ending Accrual Balance | 7,644 | 5,155 |
Severance and sales restructuring costs | ||
Restructuring Reserve | ||
Beginning Accrual Balance | 7,232 | 836 |
Additions Charged to Expense | 2,408 | 551 |
Payments or Utilization | (4,568) | (712) |
Ending Accrual Balance | 5,072 | 675 |
Disposal of property and equipment | ||
Restructuring Reserve | ||
Beginning Accrual Balance | 0 | 0 |
Additions Charged to Expense | 238 | 89 |
Payments or Utilization | (238) | (89) |
Ending Accrual Balance | 0 | 0 |
Lease obligations and other | ||
Restructuring Reserve | ||
Beginning Accrual Balance | 3,807 | 4,183 |
Additions Charged to Expense | (308) | 562 |
Payments or Utilization | (927) | (265) |
Ending Accrual Balance | $ 2,572 | $ 4,480 |
Other (Income) Expense (Details
Other (Income) Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2018 | Apr. 01, 2017 | |
Other Income and Expenses [Abstract] | ||
Foreign currency losses | $ 4,986 | $ 5,653 |
Pension benefit expense | 3,134 | 2,809 |
Other items | (225) | (329) |
Rent and finance income | (132) | (156) |
Settlement of contract escrow | (2,247) | |
Other Income (Expense) | $ 7,763 | $ 5,730 |
Derivative Financial Instrume94
Derivative Financial Instruments - Narratives (Details) - USD ($) $ in Thousands | Jul. 01, 2015 | Mar. 31, 2018 | Apr. 01, 2017 | Dec. 31, 2017 |
Notional Disclosures | ||||
Borrowings on long-term debt | $ 38,823 | $ 0 | ||
Derivative instrument losses recognized in OCI | 2,900 | $ 3,400 | ||
Interest expense, net | 15,661 | 26,892 | ||
Notes payable | Term Loan | ||||
Notional Disclosures | ||||
Borrowings on long-term debt | $ 480,000 | |||
Interest Rate Swap One | ||||
Notional Disclosures | ||||
Notional amount | 488,300 | |||
Interest Rate Swap Two | ||||
Notional Disclosures | ||||
Notional amount | 426,000 | |||
Not Designated as Hedging Instrument | Foreign Exchange Contracts, Forecasted Transactions | ||||
Notional Disclosures | ||||
Notional amount | 91,000 | |||
Not Designated as Hedging Instrument | Foreign Currency Exchange Contracts, Intercompany Loans and Interest | ||||
Notional Disclosures | ||||
Notional amount | 76,200 | |||
Not Designated as Hedging Instrument | Foreign Exchange Contracts, Consolidated Earnings | ||||
Notional Disclosures | ||||
Notional amount | 141,300 | |||
Not Designated as Hedging Instrument | Foreign currency forward contracts | ||||
Notional Disclosures | ||||
Derivate instrument gain (loss) | 2,400 | (8,600) | ||
Designated as Hedging Instrument | Interest rate swap | ||||
Notional Disclosures | ||||
Interest expense, net | $ 2,700 | |||
Cash Flow Hedge | Designated as Hedging Instrument | December 2016 - December 2017 | ||||
Notional Disclosures | ||||
Notional amount | $ 914,250 | 914,250 | ||
Loss on extinguishment of debt | $ 3,600 |
Derivative Financial Instrume95
Derivative Financial Instruments - Interest Rate (Details) - Derivatives designated as hedging instruments: - Cash Flow Hedge - USD ($) $ in Thousands | Mar. 31, 2018 | Dec. 31, 2017 |
December 2015 - June 2016 | ||
Notional Disclosures | ||
Notional | $ 273,000 | |
Weighted Average Rate | 1.997% | |
June 2016 - September 2016 | ||
Notional Disclosures | ||
Notional | $ 486,000 | |
Weighted Average Rate | 2.054% | |
September 2016 - December 2016 | ||
Notional Disclosures | ||
Notional | $ 759,000 | |
Weighted Average Rate | 2.161% | |
December 2016 - December 2017 | ||
Notional Disclosures | ||
Notional | $ 914,250 | $ 914,250 |
Weighted Average Rate | 2.188% |
Derivative Financial Instrume96
Derivative Financial Instruments - Fair Value (Details) - Derivatives not designated as hedging instruments: - Foreign currency forward contracts - USD ($) $ in Thousands | Mar. 31, 2018 | Dec. 31, 2017 |
Other current assets | ||
Derivative Asset, Fair Value, Amount Not Offset Against Collateral | ||
Foreign currency forward contracts | $ 3,825 | $ 2,235 |
Accrued expenses and other current liabilities | ||
Derivative Asset, Fair Value, Amount Not Offset Against Collateral | ||
Fair value, gross liability | $ 2,126 | $ 2,905 |
Fair Value Measurements - Finan
Fair Value Measurements - Financial Assets and Liabilities (Details) - Recurring - USD ($) $ in Thousands | Mar. 31, 2018 | Dec. 31, 2017 |
Fair Value, Balance Sheet Grouping, Financial Statement Captions | ||
Cash equivalents | $ 98 | $ 44,091 |
Derivative assets, recorded in other current assets | 3,825 | 2,235 |
Derivative liabilities, recorded in accrued expenses and deferred credits | (2,126) | (2,905) |
Total | 1,797 | 43,421 |
Level 1 | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions | ||
Cash equivalents | 0 | 0 |
Derivative assets, recorded in other current assets | 0 | 0 |
Derivative liabilities, recorded in accrued expenses and deferred credits | 0 | 0 |
Total | 0 | 0 |
Level 2 | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions | ||
Cash equivalents | 98 | 44,091 |
Derivative assets, recorded in other current assets | 3,825 | 2,235 |
Derivative liabilities, recorded in accrued expenses and deferred credits | (2,126) | (2,905) |
Total | 1,797 | 43,421 |
Level 3 | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions | ||
Cash equivalents | 0 | 0 |
Derivative assets, recorded in other current assets | 0 | 0 |
Derivative liabilities, recorded in accrued expenses and deferred credits | 0 | 0 |
Total | $ 0 | $ 0 |
Fair Value Measurements - Non-F
Fair Value Measurements - Non-Financial Assets and Liabilities (Details) - Nonrecurring - USD ($) $ in Thousands | Mar. 31, 2018 | Dec. 31, 2017 |
Fair Value, Assets Measured on Nonrecurring Basis | ||
Continuing operations | $ 127 | |
Closed operations | $ 914 | |
Total | 127 | 914 |
Changes Measurement | ||
Fair Value, Assets Measured on Nonrecurring Basis | ||
Continuing operations | 255 | |
Closed operations | 1,473 | |
Total | 255 | 1,473 |
Level 1 | ||
Fair Value, Assets Measured on Nonrecurring Basis | ||
Continuing operations | 0 | |
Closed operations | 0 | |
Total | 0 | 0 |
Level 2 | ||
Fair Value, Assets Measured on Nonrecurring Basis | ||
Continuing operations | 0 | |
Closed operations | 0 | |
Total | 0 | 0 |
Level 3 | ||
Fair Value, Assets Measured on Nonrecurring Basis | ||
Continuing operations | 127 | |
Closed operations | 914 | |
Total | $ 127 | $ 914 |
Fair Value of Financial Instr99
Fair Value of Financial Instruments - Narratives (Details) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended |
Mar. 31, 2018 | Dec. 31, 2017 | |
Debt | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions | ||
Long term fixed debt fair value adjustment | $ (33) | $ 8.7 |
Commitment and Contingencies -
Commitment and Contingencies - Litigation (Details) - Steve and Sons | Feb. 15, 2018USD ($) |
Settlement One | |
Loss Contingencies | |
Damages awarded to plaintiff | $ 12,151,873 |
Settlement Two | |
Loss Contingencies | |
Damages awarded to plaintiff | $ 46,480,581 |
Commitment and Contingencies101
Commitment and Contingencies - Self-Insured Risk (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2018 | Dec. 31, 2017 | |
Loss Contingencies | ||
Accrued self-insurance liability | $ 73.3 | $ 73.3 |
Minimum | Domestic Product Liability and Auto, General Liability, Personal Injury and Workers Compensation | ||
Loss Contingencies | ||
Concentration risk, auto, employee and general liability | 3 | |
Minimum | Auto, General Liability, Personal Injury and Workers Compensation | ||
Loss Contingencies | ||
Concentration risk, auto, employee and general liability | 0.5 | |
Maximum | Domestic Product Liability and Auto, General Liability, Personal Injury and Workers Compensation | ||
Loss Contingencies | ||
Concentration risk, auto, employee and general liability | 250 | |
Maximum | Auto, General Liability, Personal Injury and Workers Compensation | ||
Loss Contingencies | ||
Concentration risk, auto, employee and general liability | $ 250 |
Commitment and Contingencies102
Commitment and Contingencies - Indemnification (Details) | 3 Months Ended |
Mar. 31, 2018 | |
Minimum | |
Loss Contingencies | |
Indemnification. term | 1 year |
Maximum | |
Loss Contingencies | |
Indemnification. term | 3 years |
Commitment and Contingencies103
Commitment and Contingencies - Performance Bond and Letter of Credit (Details) - USD ($) $ in Thousands | Mar. 31, 2018 | Dec. 31, 2017 |
Commitments and Contingencies Disclosure [Abstract] | ||
Self-insurance workers’ compensation | $ 21,072 | $ 21,072 |
Liability and other insurance | 12,900 | 12,900 |
Environmental | 14,552 | 14,452 |
Other | 14,418 | 6,650 |
Total outstanding performance bonds and stand-by letters of credit | $ 62,942 | $ 55,074 |
Commitment and Contingencies104
Commitment and Contingencies - Environmental Contingencies (Details) - USD ($) $ in Millions | 1 Months Ended | |||
Apr. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2008 | |
Site Contingency | ||||
Environmental loss contingencies, current | $ 0.5 | $ 0.5 | ||
Environmental loss contingencies, non-current | 0 | $ 0.1 | ||
WADOE | ||||
Site Contingency | ||||
Environmental loss contingencies | $ 0.5 | |||
PaDEP | ||||
Site Contingency | ||||
Collateralized bond | $ 11 | |||
Subsequent Event | NRD | ||||
Site Contingency | ||||
Payment for legal settlement | $ 1.3 | |||
Insurance covered litigation expense | $ 1.1 |
Commitment and Contingencies105
Commitment and Contingencies - Service Agreements (Details) $ in Millions | Jan. 02, 2018USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
Service agreement payments | $ 6.3 |
Employee Retirement and Pens106
Employee Retirement and Pension Benefits - Components of Pension Benefit/ Expense (Details) - U.S. - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2018 | Apr. 01, 2017 | |
Defined Benefit Plan Disclosure | ||
Administrative cost | $ 825 | $ 825 |
Interest cost | 3,350 | 3,350 |
Expected return on plan assets | (4,525) | (4,525) |
Amortization of net actuarial pension loss | 3,000 | 3,000 |
Pension benefit expense | 2,650 | $ 2,650 |
Expected future compensation | $ 4,100 |
Supplemental Cash Flow Infor107
Supplemental Cash Flow Information (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2018 | Apr. 01, 2017 | |
Supplemental Cash Flow Elements [Abstract] | ||
Costs associated with initial public offering in accounts payable | $ 0 | $ 1,310 |
Non-cash Investing Activities: | ||
Property, equipment and intangibles purchased in accounts payable | 4,460 | 753 |
Property and equipment purchased for debt | 384 | 100 |
Customer accounts receivable converted to notes receivable | 80 | 117 |
Cash Financing Activities: | ||
Proceeds from issuance of new debt, net of discount | 38,823 | 0 |
Borrowings on long-term debt | 76,906 | 0 |
Payments of long-term debt | (3,941) | (380,920) |
Payments of debt issuance and extinguishment costs, including underwriting fees | (78) | (1,144) |
Change in long-term debt | 111,710 | (382,064) |
Non-cash Financing Activities: | ||
Costs associated with initial public offering formerly capitalized in prepaid expenses | 0 | 5,858 |
Shares surrendered for tax obligations for employee share-based transactions in accrued liabilities | 201 | 0 |
Cash taxes paid, net of refunds | 11,165 | 5,366 |
Cash interest paid | $ 5,126 | $ 18,288 |
Subsequent Events - Narratives
Subsequent Events - Narratives (Details) $ in Millions | Apr. 26, 2018USD ($) |
Subsequent Event | |
Subsequent Event | |
Share repurchase program authorized | $ 250 |