Document and Entity Information
Document and Entity Information - USD ($) $ in Billions | 12 Months Ended | ||
Dec. 31, 2018 | Feb. 27, 2019 | Jun. 30, 2018 | |
Document And Entity Information [Abstract] | |||
Entity Registrant Name | JELD-WEN Holding, Inc. | ||
Entity Central Index Key | 1,674,335 | ||
Document Type | 10-K | ||
Document Period End Date | Dec. 31, 2018 | ||
Amendment Flag | false | ||
Document Fiscal Year Focus | 2,018 | ||
Document Fiscal Period Focus | FY | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Filer Category | Large Accelerated Filer | ||
Entity Well-known Seasoned Issuer | Yes | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Emerging Growth Company | false | ||
Entity Small Business | false | ||
Entity Shell Company | false | ||
Entity Common Stock, Shares Outstanding | 100,739,266 | ||
Entity Public Float | $ 2 |
Consolidated Statement of Opera
Consolidated Statement of Operations - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Income Statement [Abstract] | |||
Net revenues | $ 4,346,703 | $ 3,763,749 | $ 3,666,942 |
Cost of sales | 3,422,969 | 2,914,327 | 2,890,894 |
Gross margin | 923,734 | 849,422 | 776,048 |
Operating expenses | |||
Selling, general and administrative | 733,748 | 572,458 | 552,881 |
Impairment and restructuring charges | 17,328 | 13,056 | 13,847 |
Operating income | 172,658 | 263,908 | 209,320 |
Interest expense, net | 70,818 | 79,034 | 77,590 |
Loss on debt extinguishment | 0 | 23,262 | 0 |
Gain on previously held shares of an equity investment | (20,767) | 0 | 0 |
Other (income) expense | (12,970) | 15,857 | 1,410 |
Income before taxes, equity earnings | 135,577 | 145,755 | 130,320 |
Income tax (benefit) expense | (7,958) | 138,603 | (246,394) |
Income from continuing operations, net of tax | 143,535 | 7,152 | 376,714 |
Equity earnings of non-consolidated entities | 738 | 3,639 | 3,791 |
Loss from discontinued operations, net of tax | 0 | 0 | (3,324) |
Net income | 144,273 | 10,791 | 377,181 |
Less net loss attributable to non-controlling interest | (87) | 0 | 0 |
Convertible preferred stock dividends | 0 | 10,462 | 396,647 |
Net income (loss) attributable to common shareholders | $ 144,360 | $ 329 | $ (19,466) |
Weighted average common shares outstanding | |||
Basic (shares) | 104,530,572 | 97,460,676 | 17,992,879 |
Diluted (shares) | 106,360,657 | 101,462,135 | 17,992,879 |
Income (loss) per share from continuing operations | |||
Basic (usd per share) | $ 1.38 | $ 0 | $ (0.90) |
Diluted (usd per share) | 1.36 | 0 | (0.90) |
Loss per share from discontinued operations | |||
Basic (usd per share) | 0 | 0 | (0.18) |
Diluted (usd per share) | 0 | 0 | (0.18) |
Net income (loss) per share | |||
Basic (usd per share) | 1.38 | 0 | (1.08) |
Diluted (usd per share) | $ 1.36 | $ 0 | $ (1.08) |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income (Loss) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2018 | Sep. 29, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | Jul. 01, 2017 | Apr. 01, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Statement of Comprehensive Income [Abstract] | |||||||||||
Net income | $ 39,665 | $ 28,885 | $ 35,452 | $ 40,271 | $ (93,690) | $ 51,275 | $ 46,778 | $ 6,428 | $ 144,273 | $ 10,791 | $ 377,181 |
Other comprehensive (loss) income, net of tax: | |||||||||||
Foreign currency translation adjustments, net of tax of ($1,892), $0, and $0, respectively | (64,349) | 87,934 | (32,383) | ||||||||
Interest rate hedge adjustments, net of tax (benefit) expense of ($538), $5,001 and $0, respectively | 2,636 | 4,486 | (2,679) | ||||||||
Defined benefit pension plans, net of tax expense (benefit) of $4,214, $5,357 and ($419), respectively | 12,237 | 9,415 | 868 | ||||||||
Total other comprehensive (loss) income, net of tax | (49,476) | 101,835 | (34,194) | ||||||||
Comprehensive income | $ 94,797 | $ 112,626 | $ 342,987 |
Consolidated Statements of Co_2
Consolidated Statements of Comprehensive Income (Loss) (Parentheticals) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Statement of Comprehensive Income [Abstract] | |||
Foreign currency translation adjustments, tax | $ (1,829) | $ 0 | $ 0 |
Interest rate hedge adjustments, tax (benefit) | (538) | 5,001 | 0 |
Defined benefit pension plans, tax | $ 4,214 | $ 5,357 | $ (419) |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Current assets | ||
Cash and cash equivalents | $ 116,991 | $ 220,175 |
Restricted cash | 632 | 36,059 |
Accounts receivable, net | 471,655 | 453,251 |
Inventories | 513,238 | 405,353 |
Other current assets | 48,961 | 30,403 |
Total current assets | 1,151,477 | 1,145,241 |
Property and equipment, net | 843,403 | 756,711 |
Deferred tax assets | 207,065 | 183,726 |
Goodwill | 585,942 | 549,063 |
Intangible assets, net | 225,553 | 166,313 |
Other assets | 37,615 | 61,886 |
Total assets | 3,051,055 | 2,862,940 |
Current liabilities | ||
Accounts payable | 250,281 | 259,934 |
Accrued payroll and benefits | 114,784 | 122,212 |
Accrued expenses and other current liabilities | 250,274 | 186,605 |
Notes payable and current maturities of long-term debt | 54,930 | 8,770 |
Total current liabilities | 670,269 | 577,521 |
Long-term debt | 1,422,962 | 1,264,933 |
Unfunded pension liability | 107,522 | 116,586 |
Deferred credits and other liabilities | 72,038 | 102,614 |
Deferred tax liabilities | 10,457 | 9,249 |
Total liabilities | 2,283,248 | 2,070,903 |
Commitments and contingencies (Note 29) | ||
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, 101,310,862 shares outstanding as of December 31, 2018; 900,000,000 shares authorized, par value $0.01 per share, 105,990,483 shares outstanding as of December 31, 2017 | 1,013 | 1,060 |
Additional paid-in capital | 658,593 | 652,666 |
Retained earnings | 253,041 | 233,658 |
Accumulated other comprehensive loss | (144,823) | (95,347) |
Total shareholders’ equity attributable to common shareholders | 767,824 | 792,037 |
Non-controlling interest | (17) | 0 |
Total shareholders’ equity | 767,807 | 792,037 |
Total liabilities and shareholders’ equity | $ 3,051,055 | $ 2,862,940 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parentheticals) - $ / shares | Dec. 31, 2018 | Dec. 31, 2017 | Feb. 01, 2017 | Jan. 31, 2017 | Jan. 03, 2017 | Dec. 31, 2016 |
Statement of Financial Position [Abstract] | ||||||
Preferred stock, par value (usd per share) | $ 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, shares issued (shares) | 0 | 0 | ||||
Preferred stock, shares outstanding (shares) | 0 | 0 | ||||
Common stock, shares authorized (shares) | 900,000,000 | 900,000,000 | 900,000,000 | 904,732,200 | ||
Common stock, par value (usd per share) | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.01 | |
Common stock, shares outstanding (shares) | 101,310,862 | 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 stockCommon Class ACommon Class B-1 Converted | Common stockCommon Class APreferred Stock Converted | Common stockB-1 Common Stock | Additional paid-in capital | Additional paid-in capitalDirector notes | 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 |
Increase (Decrease) in Stockholders' Equity | |||||||||||||||||
Adoption of new accounting standard ASU 2016-09 | $ 0 | ||||||||||||||||
Balance at beginning of period at Dec. 31, 2015 | $ 0 | $ 178 | $ 1 | $ (2,068) | $ (1,011) | $ 89,101 | (154,949) | $ (33,575) | $ (10,617) | $ (118,805) | $ 0 | ||||||
Balance at beginning of period, shares at Dec. 31, 2015 | 0 | 17,829,240 | 68,046 | ||||||||||||||
Increase (Decrease) in Stockholders' Equity | |||||||||||||||||
Shares issued for exercise/vesting of share-based compensation awards | $ 0 | 1,187 | |||||||||||||||
Shares issued for exercise/vesting of share-based compensation awards, shares | 65,153 | ||||||||||||||||
Shares repurchased | $ 0 | 0 | |||||||||||||||
Shares repurchased, shares | 0 | ||||||||||||||||
Stock converted to common stock | $ 0 | $ 0 | $ 0 | 0 | |||||||||||||
Stock converted to common stock, shares | 0 | 0 | 0 | ||||||||||||||
Shares surrendered for tax obligations for employee share-based transactions | $ 0 | (982) | |||||||||||||||
Shares surrendered for tax obligations for employee share-based transactions, shares | 0 | ||||||||||||||||
Shares issued | $ 0 | 0 | |||||||||||||||
Shares issued, shares | 0 | ||||||||||||||||
Shares issued for exercise of stock options | $ 1 | ||||||||||||||||
Shares issued for exercise of stock options, shares | 245,014 | 109,175 | |||||||||||||||
Costs associated with initial public offering | 0 | ||||||||||||||||
Amortization of share-based compensation | 21,856 | ||||||||||||||||
Net issuances, payments and accrued interest on notes | 2,068 | 168 | (73,957) | ||||||||||||||
Net income | $ 377,181 | 377,181 | |||||||||||||||
Unrealized (loss) gain on interest rate hedges, change during period | (2,679) | (2,679) | |||||||||||||||
Foreign currency change during period | (32,383) | (32,374) | 0 | ||||||||||||||
Acquisition of non-controlling interest | 0 | ||||||||||||||||
Net actuarial pension (loss) gain change during period | 868 | 868 | 0 | ||||||||||||||
Balance at period end at Dec. 31, 2016 | $ 61,592 | $ 0 | $ 180 | $ 178 | $ 2 | $ 36,362 | 0 | (843) | 37,205 | 222,232 | $ (197,182) | (65,949) | (13,296) | (117,937) | 0 | ||
Balance at period end, shares at Dec. 31, 2016 | 0 | 17,894,393 | 177,221 | ||||||||||||||
Increase (Decrease) in Stockholders' Equity | |||||||||||||||||
Adoption of new accounting standard ASU 2016-09 | 635 | ||||||||||||||||
Shares issued for exercise/vesting of share-based compensation awards | $ 21 | 1,008 | |||||||||||||||
Shares issued for exercise/vesting of share-based compensation awards, shares | 2,047,668 | ||||||||||||||||
Shares repurchased | $ 0 | (183) | 0 | ||||||||||||||
Shares repurchased, shares | (2,266) | ||||||||||||||||
Stock converted to common stock | $ 3 | $ 642 | $ (2) | 150,901 | |||||||||||||
Stock converted to common stock, shares | 309,404 | 64,211,172 | (177,221) | ||||||||||||||
Shares surrendered for tax obligations for employee share-based transactions | $ (7) | (25,897) | |||||||||||||||
Shares surrendered for tax obligations for employee share-based transactions, shares | (742,615) | ||||||||||||||||
Shares issued | $ 223 | 480,306 | |||||||||||||||
Shares issued, shares | 22,272,727 | ||||||||||||||||
Shares issued for exercise of stock options | $ 0 | ||||||||||||||||
Shares issued for exercise of stock options, shares | 2,781,055 | 0 | |||||||||||||||
Costs associated with initial public offering | (7,923) | ||||||||||||||||
Amortization of share-based compensation | 17,910 | ||||||||||||||||
Net issuances, payments and accrued interest on notes | 0 | 182 | 0 | ||||||||||||||
Net income | $ 10,791 | 10,791 | |||||||||||||||
Unrealized (loss) gain on interest rate hedges, change during period | 4,486 | 4,486 | |||||||||||||||
Foreign currency change during period | 87,934 | 87,934 | 0 | ||||||||||||||
Acquisition of non-controlling interest | 0 | ||||||||||||||||
Net actuarial pension (loss) gain change during period | 9,415 | 9,415 | 0 | ||||||||||||||
Balance at period end at Dec. 31, 2017 | $ 792,037 | $ 0 | $ 1,060 | $ 1,060 | $ 0 | 652,666 | 0 | (661) | 653,327 | 233,658 | (95,347) | 21,985 | (8,810) | (108,522) | 0 | ||
Balance at period end, shares at Dec. 31, 2017 | 0 | 105,990,483 | 0 | ||||||||||||||
Increase (Decrease) in Stockholders' Equity | |||||||||||||||||
Adoption of new accounting standard ASU 2016-09 | 0 | ||||||||||||||||
Shares issued for exercise/vesting of share-based compensation awards | $ 9 | 192 | |||||||||||||||
Shares issued for exercise/vesting of share-based compensation awards, shares | 907,068 | ||||||||||||||||
Shares repurchased | $ (53) | 0 | (124,977) | ||||||||||||||
Shares repurchased, shares | (5,287,964) | ||||||||||||||||
Stock converted to common stock | $ 0 | $ 0 | $ 0 | 0 | |||||||||||||
Stock converted to common stock, shares | 0 | 0 | 0 | ||||||||||||||
Shares surrendered for tax obligations for employee share-based transactions | $ (3) | (8,887) | |||||||||||||||
Shares surrendered for tax obligations for employee share-based transactions, shares | (298,725) | ||||||||||||||||
Shares issued | $ 0 | 0 | |||||||||||||||
Shares issued, shares | 0 | ||||||||||||||||
Shares issued for exercise of stock options | $ 0 | ||||||||||||||||
Shares issued for exercise of stock options, shares | 1,548,484 | 0 | |||||||||||||||
Costs associated with initial public offering | 0 | ||||||||||||||||
Amortization of share-based compensation | 14,609 | ||||||||||||||||
Net issuances, payments and accrued interest on notes | 0 | 13 | 0 | ||||||||||||||
Net income | $ 144,273 | 144,360 | |||||||||||||||
Unrealized (loss) gain on interest rate hedges, change during period | 2,636 | 2,636 | |||||||||||||||
Foreign currency change during period | (64,349) | (64,349) | 19 | ||||||||||||||
Acquisition of non-controlling interest | 51 | ||||||||||||||||
Net actuarial pension (loss) gain change during period | 12,237 | 12,237 | (87) | ||||||||||||||
Balance at period end at Dec. 31, 2018 | $ 767,807 | $ 1,013 | $ 1,013 | $ 0 | $ 658,593 | $ 0 | $ (648) | $ 659,241 | $ 253,041 | $ (144,823) | $ (42,364) | $ (6,174) | $ (96,285) | $ (17) | |||
Balance at period end, shares at Dec. 31, 2018 | 101,310,862 | 0 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
OPERATING ACTIVITIES | |||
Net income | $ 144,273 | $ 10,791 | $ 377,181 |
Adjustments to reconcile net income to cash used in operating activities: | |||
Depreciation and amortization | 125,100 | 111,273 | 107,995 |
Deferred income taxes | (34,676) | 96,776 | (265,756) |
(Gain) loss on sale of business units, property and equipment | 845 | 206 | (3,275) |
Adjustment to carrying value of assets | 1,230 | 1,479 | 5,221 |
Equity earnings in non-consolidated entities | (738) | (3,639) | (3,791) |
Amortization of deferred financing costs | 2,107 | 9,422 | 3,980 |
Loss on extinguishment of debt | 0 | 23,262 | 0 |
Non-cash gain on previously held shares of an equity investment | (20,767) | 0 | 0 |
Stock-based compensation | 15,052 | 19,785 | 22,464 |
Contributions to U.S. pension plan | (4,125) | (10,000) | 0 |
Amortization of U.S. pension expense | 9,314 | 12,680 | 12,264 |
Other items, net | 3,158 | (8,170) | (5,283) |
Net change in operating assets and liabilities, net of effect of acquisitions: | |||
Accounts receivable | 16,792 | 660 | (79,860) |
Inventories | (35,529) | (32,028) | 14,749 |
Other assets | (19,865) | (5,657) | (10,799) |
Accounts payable and accrued expenses | 37,230 | 26,714 | 27,569 |
Change in short term and long term tax liabilities | (19,748) | 12,239 | (1,004) |
Net cash provided by operating activities | 219,653 | 265,793 | 201,655 |
INVESTING ACTIVITIES | |||
Purchases of property and equipment | (97,399) | (59,599) | (74,033) |
Proceeds from sale of business units, property and equipment | 1,973 | 2,713 | 7,614 |
Purchase of intangible assets | (21,301) | (3,450) | (5,464) |
Purchases of businesses, net of cash acquired | (167,688) | (131,448) | (85,866) |
Cash received for notes receivable | 274 | 1,991 | 967 |
Net cash used in investing activities | (284,141) | (189,793) | (156,782) |
FINANCING ACTIVITIES | |||
Distributions paid | 0 | 0 | (404,198) |
Proceeds from issuance debt | 70,468 | 349,836 | |
Repayment of long term debt | (389,665) | ||
Payments of notes payable | 0 | (205) | (180) |
Employee note repayments | 39 | 26 | 2,336 |
Contingent consideration for acquisitions | (3,701) | 0 | |
Common stock issued for exercise of options | 201 | 1,029 | 1,187 |
Common stock repurchased | (125,030) | 0 | 0 |
Payments to tax authority for employee share-based compensation | (9,452) | (25,335) | (982) |
Proceeds from sale of common stock, net of underwriting fees and commissions | 0 | 480,306 | 0 |
Payments associated with initial public offering | 0 | (2,066) | 0 |
Net cash provided by financing activities | (67,475) | 64,090 | (52,001) |
Effect of foreign currency exchange rates on cash | (6,648) | 12,692 | (3,697) |
Net (decrease) increase in cash and cash equivalents | (138,611) | 152,782 | (10,825) |
Cash, cash equivalents and restricted cash, beginning | 256,234 | 103,452 | 114,277 |
Cash, cash equivalents and restricted cash, ending | $ 117,623 | $ 256,234 | $ 103,452 |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 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., 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 corresponds with the second and third calendar quarters, and therefore, sales volume is typically higher during those quarters. Our first and fourth quarter sales volumes are generally lower due to reduced repair and remodeling activity and reduced activity in the building and construction industry as a result of colder and more inclement weather in certain of our geographic end markets. Basis of Presentation – As a result of our retrospective application of ASU 2017-07, Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost , we reclassified certain amounts in our statement of operations for the year ended December 31, 2017 and December 31, 2016 as noted below. See “Recently Adopted Accounting Standards ” 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 year ended December 31, 2017 and December 31, 2016 . The reclassification was not material to our previously issued financial statements and is summarized in the “Reclassification” column in the table below. Year Ended December 31, 2017 (amounts in thousands, except per share data) As Reported ASU 2017-07 Re-classification * As Revised Consolidated Statement of Operations: Net revenues $ 3,763,934 $ — $ (185 ) $ 3,763,749 Cost of sales 2,915,736 — (1,409 ) 2,914,327 Gross margin 848,198 — 1,224 849,422 Selling, general and administrative 585,074 (12,616 ) — 572,458 Operating income 250,068 12,616 1,224 263,908 Other expense 2,017 12,616 1,224 15,857 Year Ended December 31, 2016 (amounts in thousands, except per share data) As Reported ASU 2017-07 Re-classification * As Revised Consolidated Statement of Operations: Net revenues $ 3,666,799 $ — $ 143 $ 3,666,942 Cost of sales 2,892,248 — (1,354 ) 2,890,894 Gross margin 774,551 — 1,497 776,048 Selling, general and administrative 565,619 (12,738 ) — 552,881 Operating income 195,085 12,738 1,497 209,320 Other expense (12,825 ) 12,738 1,497 1,410 * Note: reclassification relates entirely to revenue in our North America segment. 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 December 31, 2018 , Onex owned approximately 32.4% of the outstanding shares of our Common Stock. 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 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. Share Repurchases – In April 2018, our Board of Directors authorized the repurchase of up to $250.0 million of our Common Stock. Share repurchases are recorded on their trade date and reduce shareholders’ equity and increase accounts payable. Repurchased shares are retired, and the excess of the repurchase price over the par value of the shares is charged to retained earnings. We have repurchased 5,287,964 shares for total consideration of $125.0 million through December 31, 2018 . Fiscal Year – We operate on a fiscal calendar year, and each interim quarter is comprised of two 4 -week periods and one 5 -week period, with each week ending on a Saturday. Our fiscal year always begins on January 1 and ends on December 31. As a result, our first and fourth quarters may have more or fewer days included than a traditional 91 -day fiscal quarter. Use of Estimates – The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect amounts reported in the consolidated financial statements and related notes. Significant items that are subject to such estimates and assumptions include, but are not limited to, long-lived assets including goodwill and other intangible assets, employee benefit obligations, income tax uncertainties, contingent assets and liabilities, provisions for bad debt, inventory, warranty liabilities, legal claims, valuation of derivatives, environmental remediation and claims relating to self-insurance. Actual results could differ due to the uncertainty inherent in the nature of these estimates. Segment Reporting – Our reportable segments are organized and managed principally by geographic region: North America, Europe and Australasia. We report all other business activities in Corporate and unallocated costs. In addition to similar economic characteristics, we also consider the following factors in determining the reportable segments: the nature of business activities, the management structure directly accountable to our chief operating decision maker for operating and administrative activities, the discrete financial information regularly reviewed by the chief operating decision maker, and information presented to the Board of Directors and investors. No segments have been aggregated for our presentation. Acquisitions – We apply the provisions of FASB ASC Topic 805, Business Combinations , in the accounting for our acquisitions. It requires us to recognize separately from goodwill the assets acquired and the liabilities assumed, at their acquisition date fair values. Goodwill as of the acquisition date is measured as the excess of consideration transferred and the net of the acquisition date fair values of the assets acquired and the liabilities assumed. While we use our best estimates and assumptions to accurately value assets acquired and liabilities assumed at the acquisition date as well as contingent consideration, where applicable, our estimates are inherently uncertain and subject to refinement. As a result, during the measurement period, which may be up to one year from the acquisition date, material adjustments must be reflected in the reporting period in which the adjustment amount is determined. Upon the conclusion of the measurement period or final determination of the values of assets acquired or liabilities assumed, whichever comes first, any subsequent adjustments are recorded in the current period in our consolidated statements of operations. For a given acquisition, we may identify certain pre-acquisition contingencies as of the acquisition date and may extend our review and evaluation of these pre-acquisition contingencies throughout the measurement period in order to obtain sufficient information to assess whether we include these contingencies as a part of the fair value estimates of assets acquired and liabilities assumed and, if so, to determine their estimated amounts. If we cannot reasonably determine the fair value of a pre-acquisition contingency (non-income tax related) by the end of the measurement period, we will recognize an asset or a liability for such pre-acquisition contingency if: (a) it is probable that an asset existed or a liability had been incurred at the acquisition date and (b) the amount of the asset or liability can be reasonably estimated. Subsequent to the measurement period, changes in our estimates of such contingencies will affect earnings and could have a material effect on our results of operations and financial position. In addition, uncertain tax positions and tax related valuation allowances assumed in connection with a business combination are initially estimated as of the acquisition date. We re-evaluate these items quarterly based upon facts and circumstances that existed as of the acquisition date. Subsequent to the measurement period or our final determination of the tax allowance’s or contingency’s estimated value, whichever comes first, changes to these uncertain tax positions and tax related valuation allowances will affect our provision for income taxes in our consolidated statements of operations and could have a material impact on our results of operations and financial position. Cash and Cash Equivalents – We consider all highly-liquid investments purchased with an original or remaining maturity at the date of purchase of three months or less to be cash equivalents. Our cash management system is designed to maintain zero bank balances at certain banks. Checks written and not presented to these banks for payment are reflected as book overdrafts and are a component of accounts payable. Restricted Cash – Restricted cash consists primarily of cash deposits required to meet certain bank guarantees and projected self-insurance obligations. New funding is generated from employees’ portion of contributions and is added to the deposit account weekly as claims are paid. Accounts Receivable – Accounts receivable are recorded at their net realizable value. Our customers are primarily retailers, distributors and contractors. As of December 31, 2018 , one customer accounted for 16.0% of the consolidated accounts receivable balance. As of December 31, 2017 , one customer accounted for 16.9% of the consolidated accounts receivable balance. We maintain allowances for doubtful accounts for estimated losses resulting from the inability of our customers to make required payments. We estimate the allowance for doubtful accounts based on a variety of factors including the length of time receivables are past due, the financial health of our customers, unusual macroeconomic conditions and historical experience. If the financial condition of a customer deteriorates or other circumstances occur that result in an impairment of a customer’s ability to make payments, we record additional allowances as needed. We write off uncollectible trade accounts receivable against the allowance for doubtful accounts when collection efforts have been exhausted and/or any legal action taken by us has concluded. Inventories – Inventories in the accompanying consolidated balance sheets are valued at the lower of cost or net realizable value and are determined by the first-in, first-out (“FIFO”) or average cost methods. We record provisions to write-down obsolete and excess inventory to its estimated net realizable value. The process for evaluating obsolete and excess inventory requires us to make subjective judgments and estimates concerning future sales levels, quantities and prices at which such inventory will be able to be sold in the normal course of business. Accelerating the disposal process or incorrect estimates of future sales potential may cause actual results to differ from the estimates at the time such inventory is disposed or sold. We classify certain inventories that are available for sale directly to external customers or used in the manufacturing of a finished good within raw materials. Notes Receivable – Notes receivable are recorded at their net realizable value. The balance consists primarily of installment notes and affiliate notes. The allowance for doubtful notes is based upon historical loss trends and specific reviews of delinquent notes. We write off uncollectible note receivables against the allowance for doubtful accounts when collection efforts have been exhausted and/or any legal action taken by us has been concluded. Current maturities and interest, net of short-term allowance are reported as other current assets. Customer Displays – Customer displays include all costs to manufacture, ship and install the displays of our products in retail store locations. Capitalized display costs are included in other assets and are amortized over the life of the product lines, typically 3 to 4 years . Related amortization is included in SG&A expense in the accompanying consolidated statements of operations and was $9.0 million in 2018 , $8.6 million in 2017 , and $8.8 million in 2016 . Property and Equipment – Property and equipment are recorded at cost. The cost of major additions and betterments are capitalized and depreciated using the straight-line method over their estimated useful lives while replacements, maintenance and repairs that do not improve or extend the useful lives of the related assets or adapt the property to a new or different use are expensed as incurred. Interest over the construction period is capitalized as a component of cost of constructed assets. Upon sale or retirement of property or equipment, cost and related accumulated depreciation are removed from the accounts and any gain or loss is charged to income. Leasehold improvements are amortized over the shorter of the useful life of the improvement, the lease term, or the life of the building. Depreciation is generally provided over the following estimated useful service lives: Land improvements 10 - 20 years Buildings 15 - 45 years Machinery and equipment 3 - 20 years Intangible Assets –Intangible assets are accounted for in accordance with ASC 350, Intangibles – Goodwill and Other . Definite lived intangible assets are amortized based on the pattern of economic benefit over the following estimated useful lives: Trademarks and trade names 3 - 40 years Software 2 - 20 years Licenses and rights 5 - 15 years Customer relationships 2 - 20 years Patents 5 - 25 years The lives of definite lived intangible assets are reviewed and reduced if necessary whenever changes in their planned use occur. Legal and registration costs related to internally-developed patents and trademarks are capitalized and amortized over the lesser of their expected useful life or the legal patent life. Cost and accumulated amortization are removed from the accounts in the period that an intangible asset becomes fully amortized. The carrying value of intangible assets is reviewed by management to assess the recoverability of the assets when facts and circumstances indicate that the carrying value may not be recoverable. The recoverability test requires us to first compare undiscounted cash flows expected to be generated by that definite lived intangible asset or asset group to its carrying amount. If the carrying amounts of the definite lived intangible assets are not recoverable on an undiscounted cash flow basis, an impairment charge is recognized to the extent that the carrying amount exceeds its fair value. Fair value is determined through various valuation techniques. Our valuation of identifiable intangible assets acquired is based on information and assumptions available to us at the time of acquisition, using income and market approaches to determine fair value. We do not amortize our indefinite-lived intangible assets, but test for impairment annually, or when indications of potential impairment exist. For intangible assets other than goodwill, if the carrying value exceeds the fair value, we recognize an impairment loss in an amount equal to the excess. No material impairments were identified during fiscal years 2018 , 2017 and 2016 . We capitalize certain qualified internal use software costs during the application development stage and subsequently amortize these costs over the estimated useful life of the asset. Costs incurred during the preliminary project stage and post-implementation operation stage are expensed as incurred. Long-Lived Assets – Long-lived assets, other than goodwill, are reviewed for impairment whenever events or changes in circumstances indicate the carrying amount of such assets may not be recoverable. The first step in an impairment review is to forecast the expected undiscounted cash flows generated from the anticipated use and eventual disposition of the asset. If the expected undiscounted cash flows are less than the carrying value of the asset, then an impairment charge is required to reduce the carrying value of the asset to fair value. Long-lived assets currently available for sale and expected to be sold within one year are classified as held for sale in other current assets. Goodwill – Goodwill is tested for impairment on an annual basis and between annual tests if indicators of potential impairment exist, using a fair-value-based approach. Current accounting guidance provides an entity the option to perform a qualitative assessment to determine whether it is more-likely-than-not that the fair value of a reporting unit is less than its carrying amount prior to performing the two-step goodwill impairment test. If this is the case, the two-step goodwill impairment test is required. If it is more-likely-than-not that the fair value of a reporting unit is greater than its carrying amount, the two-step goodwill impairment test is not required. If the two-step goodwill impairment test is required, first, the fair value of the reporting unit is compared with its carrying amount (including attributable goodwill). If the fair value of the reporting unit is less than its carrying amount, an indication of goodwill impairment exists for the reporting unit and the entity must perform step two of the impairment test (measurement). Under step two, an impairment loss is recognized for any excess of the carrying amount of the reporting unit’s goodwill over the implied fair value of that goodwill. The implied fair value of goodwill is determined by allocating the fair value of the reporting unit in a manner similar to a purchase price allocation and the residual fair value after this allocation is the implied fair value of the reporting unit goodwill. Fair value of the reporting unit is determined using a discounted cash flow analysis. If the fair value of the reporting unit exceeds its carrying amount, step two does not need to be performed. We estimated the fair value of our reporting units using a discounted cash flow model (implied fair value measured on a non-recurring basis using level 3 inputs). Inherent in the development of the discounted cash flow projections are assumptions and estimates derived from a review of our expected revenue growth rates, profit margins, business plans, cost of capital and tax rates. Changes in assumptions or estimates used in our goodwill impairment testing could materially affect the determination of the fair value of a reporting unit, and therefore, could eliminate the excess of fair value over carrying value of a reporting unit and, in some cases, could result in impairment. Such changes in assumptions could be caused by items such as a loss of one or more significant customers, decline in the demand for our products due to changing economic conditions or failure to control cost increases above what can be recouped in sale price increases. These types of changes would negatively affect our profits, revenues and growth over the long term and such a decline could significantly affect the fair value assessment of our reporting units and cause our goodwill to become impaired. We have completed the required annual testing of goodwill for impairment for all reporting units and have determined that goodwill was not impaired in any years presented. Warranty Accrual – Warranty terms range primarily from one year to lifetime on certain window and door components. Warranties are normally limited to replacement or service of defective components for the original customer. Some warranties are transferable to subsequent owners and are generally limited to ten years from the date of manufacture or require pro-rata payments from the customer. A provision for estimated warranty costs is recorded at the time of sale based on historical experience and we periodically adjust these provisions to reflect actual experience. Restructuring – Costs to exit or restructure certain activities of an acquired company or our internal operations are accounted for as one-time termination and exit costs as required by the provisions of FASB ASC 420, Exit or Disposal Cost Obligations , and are accounted for separately from any business combination. A liability for costs associated with an exit or disposal activity is recognized and measured at its fair value in our consolidated statements of operations in the period in which the liability is incurred. When estimating the fair value of facility restructuring activities, assumptions are applied regarding estimated sub-lease payments to be received, which can differ materially from actual results. This may require us to revise our initial estimates which may materially affect our results of operations and financial position in the period the revision is made. Derivative Financial Instruments – Derivative financial instruments have been used to manage interest rate risk associated with our borrowings and foreign currency exposures related to transactions denominated in currencies other than the U.S. dollar, or in the case of our non-U.S. companies, transactions denominated in a currency other than their functional currency. We record all derivative instruments in the consolidated balance sheets at fair value. Changes in a derivative’s fair value are recognized in earnings unless specific hedge criteria are met and we elect hedge accounting prior to entering into the derivative. If a derivative is designated as a fair value hedge, the changes in fair value of both the derivative and the hedged item attributable to the hedged risk are recognized in the results of operations. If the derivative is designated as a cash flow hedge, changes in the fair value of the derivative are recorded in consolidated other comprehensive income (loss) and subsequently classified to the consolidated statements of operations when the hedged item impacts earnings. At the inception of a fair value or cash flow hedge transaction, we formally document the hedge relationship and the risk management objective for undertaking the hedge. In addition, we assess both at inception of the fair value or cash flow hedge and on an ongoing basis, whether the derivative in the hedging transaction has been highly effective in offsetting changes in fair value or cash flows of the hedged item and whether the derivative is expected to continue to be highly effective. The impact of any ineffectiveness is recognized in our consolidated statements of operations. 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. Incentive payments to customers that directly relate to future business are recorded as a reduction of net revenues over the periods benefited. Shipping and handling costs 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 fulfillment costs and are included in cost of sales. 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 14 - Warranty Liabilities). Since payment is due at or shortly after the point of sale, the contract asset is classified as a receivable. 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. Incidental items that are immaterial in the context of the contract are recognized as expense. Shipping Costs – Shipping costs charged to customers are included in net revenues. The cost of shipping is included in cost of sales. Advertising Costs – All costs of advertising our products and services are charged to expense as incurred. Advertising and promotion expenses included in SG&A expenses were $43.2 million in 2018 , $48.4 million in 2017 and $49.1 million in 2016 . Interest Expense and Extinguishment of Debt Costs – We record the debt extinguishment cost separately in the consolidated statements of operations. During 2016 , interest expense was allocated to discontinued operations based on debt that was specifically attributable to those operations. Foreign Currency Translation and Adjustments – Typically, our foreign subsidiaries maintain their accounting records in their local currency. All of the assets and liabilities of these subsidiaries (including long-term assets, such as goodwill) are converted to U.S. dollars at the exchange rate in effect at the balance sheet date, income and expense accounts are translated at average rates for the period, and shareholder’s equity accounts are translated at historical rates. The effects of translating financial statements of foreign operations into our reporting currency are recognized as a cumulative translation adjustment in consolidated other comprehensive income (loss). This balance is net of tax, where applicable. The effects of translating financial statements of foreign operations in which the U.S. dollar is their functional currency are included in the consolidated statements of operations. The effects of translating intercompany debt are recorded in the consolidated statements of operations unless the debt is of a long-term investment nature in which case gains and losses are recorded in consolidated other comprehensive income (loss). Foreign currency transaction gains or losses are credited or charged to income as incurred. Income Taxes – Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on the deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. We evaluate both the positive and negative evidence that is relevant in assessing whether we will realize the deferred tax assets. A valuation allowance is recorded when it is more likely than not that some of the deferred tax assets will not be realized. The tax effects from an uncertain tax position can be recognized in the consolidated financial statements, only if the position is more likely than not to be sustained, based on the technical merits of the position and the jurisdiction taxes of the Company. We recognize the financial statement benefit of a tax position only after determining that the relevant tax authority would more likely than not sustain the position following an audit and the tax related to the position would be due to the entity and not the owners. For tax positions meeting the more likely than not threshold, the amount recognized in the consolidated financial statements is the largest benefit that has a greater than 50 percent likelihood of being realized, upon ultimate settlement with the relevant tax authority. We apply this accounting standard to all tax positions for which the statute of limitations remains open. Changes in recognition or measurement are reflected in the period in which the change in judgment occurs. The Tax Act passed in December 2017 had significant effects on our financial statements. In accordance with Staff Accounting Bulletin No. 118 issued by the SEC in December 2017 immediately following the passage of the Tax Act, we made provisional estimates for certain direct and indirect effects of the Tax Act based on information available to us at that time. In the fourth quarter of 2018, we completed our accounting for all of the enactment-date income tax effects of the Tax Act and recorded adjustments as a component of income tax expense from continuing operations. The Tax Act subjects a U.S. shareholder to current tax on GILTI earned by certain foreign subsidiaries. The FASB Staff Q&A, Topic 740, No. 5, Accounting for Global Intangible Low-Taxed Income, states that we are permitted to make an accounting policy election to either recognize deferred taxes for temporary basis differences expected to reverse as GILTI in future years or provide for the tax expense related to such income in the year the tax is incurred. We have elected to account for the impact of GILTI in the period in which it is incurred. We file a consolidated federal income tax return in the U.S. and various states. For financial statement purposes, we calculate the provision for federal income taxes using the separate return method. Certain subsidiaries file separate tax returns in certain countries and states. Any U.S. federal, state and foreign income taxes refundable and payable are reported in other current assets and accrued incom |
Acquisitions
Acquisitions | 12 Months Ended |
Dec. 31, 2018 | |
Business Combinations [Abstract] | |
Acquisitions | Acquisitions For the year ended December 31, 2018 , we completed the following acquisitions: • In April 2018, we acquired the assets of D&K, a long-standing supplier of cavity sliders to our Corinthian Doors business. D&K is now part of our Australasia segment. • 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 Measurement Period Adjustment Revised Preliminary Allocation Fair value of identifiable assets and liabilities: Accounts receivable $ 58,714 $ (1,016 ) $ 57,698 Inventories 97,305 (8,069 ) 89,236 Other current assets 14,910 (6,137 ) 8,773 Property and equipment 53,128 26,170 79,298 Identifiable intangible assets 70,057 (1,363 ) 68,694 Goodwill 64,950 (4,600 ) 60,350 Other assets 7,283 (2,993 ) 4,290 Total assets $ 366,347 $ 1,992 $ 368,339 Accounts payable 29,512 (6,097 ) 23,415 Current maturities of long-term debt 17,278 803 18,081 Other current liabilities 27,595 4,041 31,636 Long-term debt 47,369 5,129 52,498 Other liabilities 17,735 (805 ) 16,930 Non-controlling interest (184 ) 235 51 Total liabilities $ 139,305 $ 3,306 $ 142,611 Purchase price: Cash consideration, net of cash acquired $ 169,002 $ (1,314 ) $ 167,688 Contingent consideration 3,898 — 3,898 Gain on previously held shares 20,767 — 20,767 Existing investment in acquired entity 33,483 — 33,483 Non-cash consideration related to acquired intercompany balances (108 ) — (108 ) Total consideration, net of cash acquired $ 227,042 $ (1,314 ) $ 225,728 Preliminary goodwill of $60.4 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 customer relationships, tradenames, patents and software and will be amortized over a preliminary estimated weighted average amortization period of 16 years. Acquisition-related costs of $8.1 million were expensed as incurred and are included in SG&A expense in our accompanying consolidated statements of operations for the year ended December 31, 2018 . The contingent consideration relating to the A&L acquisition was based on underlying business performance through June 2018 and was paid in the third quarter of 2018 in the amount of $3.7 million . The gain on previously held shares relates to the remeasurement of our existing 50% ownership interest to fair value for one of the recent acquisitions. Since their dates of acquisition, the cumulative net revenues and net loss of our 2018 acquisitions were $508.9 million and $26.8 million , respectively. In December 2018, upon further analysis of the purchase price allocation accounting for the ABS acquisition, we recorded a measurement period adjustment to reverse a $11.4 million previously amortized inventory step-up which had been recorded in the initial purchase price allocation for ABS. This amount had previously been amortized to cost of sales during the second quarter. The impact of this adjustment was an increase in goodwill attributed to our acquisition of ABS and a decrease in cost of sales in the fourth quarter of $11.4 million . Further, we reclassified purchased finished goods to raw materials in order to conform ABS’s classification with our existing inventory accounting policy. We evaluated these acquisitions quantitatively and qualitatively and determined them to be insignificant both individually and in the aggregate. Therefore, certain pro forma disclosures 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 fair value of net assets acquired of $25.1 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 $14.2 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 $1.8 million of acquisition-related costs included in SG&A expense in the accompanying consolidated statements of operations for the year ended December 31, 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 $0.9 million with the offset primarily to working capital accounts. The purchase price allocation was considered completed within the appropriate remeasurement period for all three acquisitions. During 2016, we completed two acquisitions for total consideration of approximately $85.9 million , net of cash acquired. The excess purchase price over the fair value of net assets acquired of $16.8 million and $48.0 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 cost savings from reduced overhead and operational expenses by leveraging our manufacturing footprint, supply chain savings and sales synergies and is not expected to be fully tax-deductible. The intangible assets include technology, tradenames, trademarks, software, permits and customer relationships and are being amortized over a weighted average amortization period of 20 years. Acquisition-related costs of $1.3 million were expensed as incurred and are included in SG&A expense in our consolidated statements of operations. In 2016, the measurement period adjustment reduced the preliminary allocation of goodwill and deferred tax liabilities by $5.9 million and $2.2 million , respectively, and increased the preliminary allocation of intangible assets and property and equipment by $3.1 million and $1.5 million , respectively, with the remaining preliminary allocation changes related to other working capital accounts. As of September 30, 2017, the purchase price allocation was considered complete for both acquisitions. The results of the acquisitions are included in our consolidated financial statements from the date of their acquisition. |
Discontinued Operations and Div
Discontinued Operations and Divestitures | 12 Months Ended |
Dec. 31, 2018 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Discontinued Operations and Divestitures | Discontinued Operations and Divestitures Our discontinued operations consisted primarily of our Silver Mountain resort and real estate located in Idaho which was sold in November 2016 and was included in our Corporate and unallocated cost segment’s assets presented in the accompanying consolidated financial statements. The results of these operations have been removed from the results of continuing operations for all periods presented. As of December 31, 2016, there were no remaining assets or liabilities of discontinued operations separately presented in the consolidated balance sheets. The results of discontinued operations including the loss on sale of discontinued operations are summarized as follows for the years ended December 31: (amounts in thousands) 2018 2017 2016 Net revenues $ — $ — $ 7,593 Loss before tax and non-controlling interest — — (3,513 ) Loss from discontinued operations, net of tax — — (3,324 ) |
Accounts Receivable
Accounts Receivable | 12 Months Ended |
Dec. 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. One window and door customer from our North America segment represents 14.2% , 16.8% , and 16.3% of net revenues in 2018 , 2017 , and 2016 , respectively. The following is a roll forward of our allowance for doubtful accounts as of December 31: (amounts in thousands) 2018 2017 2016 Balance as of January 1, $ (4,446 ) $ (3,839 ) $ (3,664 ) Acquisitions (Note 2) (1,668 ) (268 ) (755 ) Additions charged to expense (2,470 ) (1,227 ) (410 ) Deductions 2,210 1,260 1,057 Currency translation 384 (372 ) (67 ) Balance at period end $ (5,990 ) $ (4,446 ) $ (3,839 ) |
Inventories
Inventories | 12 Months Ended |
Dec. 31, 2018 | |
Inventory Disclosure [Abstract] | |
Inventories | Inventories Inventories are stated at the lower of cost or net realizable value. Finished goods and work-in-process inventories include material, labor and manufacturing overhead costs. (amounts in thousands) 2018 2017 Raw materials $ 371,168 $ 283,772 Work in process 42,822 35,734 Finished goods 99,248 85,847 Total inventories $ 513,238 $ 405,353 The increase in inventories was due primarily to our recent acquisitions. For further information, see Note 2 - Acquisitions . |
Other Current Assets
Other Current Assets | 12 Months Ended |
Dec. 31, 2018 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Other Current Assets | Other Current Assets (amounts in thousands) 2018 2017 Prepaid assets $ 30,974 $ 22,782 Refundable income taxes 9,677 4,234 Fair value of derivative instruments (Note 27) 8,234 2,235 Other 76 1,152 Total other current assets $ 48,961 $ 30,403 |
Property and Equipment, Net
Property and Equipment, Net | 12 Months Ended |
Dec. 31, 2018 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment, Net | Property and Equipment, Net (amounts in thousands) 2018 2017 Land improvements $ 34,060 $ 33,026 Buildings 501,659 468,355 Machinery and equipment 1,306,555 1,237,915 Total depreciable assets 1,842,274 1,739,296 Accumulated depreciation (1,138,898 ) (1,106,913 ) 703,376 632,383 Land 69,188 68,312 Construction in progress 70,839 56,016 Total property and equipment, net $ 843,403 $ 756,711 We monitor all property and equipment for any indicators of potential impairment. We recorded impairment charges of $1.1 million , $1.5 million and $3.0 million during the years ended December 31, 2018 , 2017 and 2016 respectively. The effect on our carrying value of property and equipment due to currency translations for foreign assets was a decrease of $23.1 million and an increase of $27.9 million for the years ended December 31, 2018 and 2017 , respectively. In November 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 consolidated balance sheet. In the second quarter of 2018, we received a tenant improvement allowance, increasing long-term debt by $4.2 million . 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: (amounts in thousands) 2018 2017 2016 Cost of sales $ 85,357 $ 78,975 $ 78,608 Selling, general and administrative 8,699 7,835 7,839 Total depreciation expense $ 94,056 $ 86,810 $ 86,447 |
Goodwill
Goodwill | 12 Months Ended |
Dec. 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 December 31, 2016 $ 187,376 $ 229,977 $ 69,567 $ 486,920 Acquisitions 30,251 8,569 8,934 47,754 Acquisition remeasurements (16,504 ) (2,734 ) (4,376 ) (23,614 ) Currency translation 437 32,350 5,216 38,003 Balance as of December 31, 2017 $ 201,560 $ 268,162 $ 79,341 $ 549,063 Acquisitions - preliminary allocation 17,645 30,167 17,138 64,950 Acquisition remeasurements 4,881 (3,317 ) (5,227 ) (3,663 ) Currency translation (524 ) (15,324 ) (8,560 ) (24,408 ) Balance as of December 31, 2018 $ 223,562 $ 279,688 $ 82,692 $ 585,942 We have recorded impairments in prior periods related to the divestiture of certain operations. Cumulative impairments of goodwill totaled $1.6 million at December 31, 2018 , 2017 and 2016 . In accordance with current accounting guidance, we identified three reporting units for the purpose of conducting our goodwill impairment review. In determining our reporting units, we considered (i) whether an operating segment or a component of an operating segment was a business, (ii) whether discrete financial information was available, and (iii) whether the financial information is regularly reviewed by management of the operating segment. We performed our annual impairment assessment during the beginning of the December fiscal month of 2018 . The excess of the fair value of our reporting units over their respective carrying values for the three reporting units exceeded 16% . No impairment loss was recorded in 2018 , 2017 or 2016 . |
Intangible Assets, Net
Intangible Assets, Net | 12 Months Ended |
Dec. 31, 2018 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets, Net | Intangible Assets, Net Changes in the carrying amount of intangible assets were as follows for the periods indicated: (amounts in thousands) Balance as of December 31, 2016 $ 115,725 Acquisitions 30,430 Acquisition remeasurements 16,282 Additions, (net of $137 write-offs) 12,719 Amortization (15,896 ) Currency translation 7,053 Balance as of December 31, 2017 $ 166,313 Acquisitions 70,057 Acquisition remeasurements (1,363 ) Additions, (net of $172 write-offs) 24,553 Amortization (22,208 ) Currency translation (11,799 ) Balance as of December 31, 2018 $ 225,553 The cost and accumulated amortization values of our intangible assets were as follows as of December 31: (amounts in thousands) 2018 Cost Accumulated Amortization Net Book Value Customer relationships and agreements $ 134,999 $ (45,418 ) $ 89,581 Software 62,147 (14,053 ) 48,094 Trademarks and trade names 57,513 $ (5,050 ) $ 52,463 Patents, licenses and rights 47,804 (12,389 ) 35,415 Total amortizable intangibles $ 302,463 $ (76,910 ) $ 225,553 (amounts in thousands) 2017 Cost Accumulated Amortization Net Book Value Customer relationships and agreements $ 105,485 $ (38,210 ) $ 67,275 Software 35,191 (10,814 ) 24,377 Trademarks and trade names 38,600 (3,544 ) 35,056 Patents, licenses and rights 47,385 (7,780 ) 39,605 Total amortizable intangibles $ 226,661 $ (60,348 ) $ 166,313 We have capitalized $20.2 million and $8.2 million in 2018 and 2017, respectively, relating to the application development stage for the implementation of our global ERP system. 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: (amounts in thousands) 2018 2017 2016 Amortization expense $ 22,208 $ 15,896 $ 12,733 Estimated future amortization expense (amounts in thousands): 2019 $ 23,510 2020 24,045 2021 23,001 2022 21,981 2023 20,379 Thereafter 112,637 $ 225,553 |
Other Assets
Other Assets | 12 Months Ended |
Dec. 31, 2018 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Other Assets | Other Assets (amounts in thousands) 2018 2017 Customer displays $ 15,069 $ 12,702 Deposits 6,627 3,640 Long-term notes receivable 4,902 4,984 Overfunded pension benefit obligation 1,517 1,903 Other prepaid expenses 5,331 1,869 Other long-term accounts receivable 1,451 1,556 Debt issuance costs on unused portion of revolver facility 1,552 2,045 Long-term taxes receivable 800 — Investments (Note 11) 366 33,187 Total other assets $ 37,615 $ 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. Domestic debt issuance costs associated with revolving credit facilities are capitalized and amortized according to the effective interest rate method over the life of the new debt agreements. Non-cash additions are disclosed in Note 31 - Supplemental Cash Flow Information . Customer displays are amortized over the life of the product line and $9.0 million , $8.6 million and $8.8 million of amortization is included in total depreciation and amortization in SG&A expense for the years ended December 31, 2018 , 2017 and 2016 , respectively. Prior period balances in the table above have been reclassified to conform to current-period presentation. |
Investments
Investments | 12 Months Ended |
Dec. 31, 2018 | |
Investments, All Other Investments [Abstract] | |
Investments | Investments As of December 31, 2018 , our investments consist of six investments accounted for under the cost method. As of December 31, 2017, our investments consisted primarily of a 50% owned investment 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 that entity, and we recognized a gain of $20.8 million on the previously held shares. This investment is now eliminated in consolidation. A summary of our equity and cost method investments, which are included in other assets in the accompanying consolidated balance sheets, is as follows: (amounts in thousands) Equity Cost Total Ending balance, December 31, 2016 $ 29,106 $ 370 $ 29,476 Equity earnings 3,639 — 3,639 Additions — 6 6 Other — 66 66 Ending balance, December 31, 2017 $ 32,745 $ 442 $ 33,187 Equity earnings 738 — 738 Acquired equity method investment (33,483 ) — (33,483 ) Other — (76 ) (76 ) Ending balance, December 31, 2018 $ — $ 366 $ 366 Net loans and advances to affiliates at December 31, 2017 $ 720 $ — $ 720 December 31, 2018 $ — $ — $ — The combined financial position and results of operations for the equity method investment as of December 31 is summarized below: (amounts in thousands) 2018 2017 Assets Current assets $ — $ 96,127 Non-current assets — 23,539 Total assets $ — $ 119,666 Liabilities Current liabilities $ — $ 18,151 Non-current liabilities — 35,632 Total liabilities — 53,783 Net worth $ — $ 65,883 (amounts in thousands) 2018 2017 2016 Net sales $ 91,234 $ 354,964 $ 314,036 Gross profit 18,261 74,399 66,417 Net income 1,752 6,870 7,750 Adjustment for profit (loss) in inventory (138 ) 204 (84 ) Net income attributable to Company 738 3,639 3,791 Sales to affiliates totaled $16.5 million in 2018 , $59.3 million in 2017 and $61.7 million in 2016 and purchases from affiliates totaled $1.0 million , $4.0 million and $3.5 million for 2018 , 2017 and 2016 , respectively. No impairments were recorded during fiscal years 2018 , 2017 , or 2016 . |
Accrued Payroll and Benefit
Accrued Payroll and Benefit | 12 Months Ended |
Dec. 31, 2018 | |
Payables and Accruals [Abstract] | |
Accrued Payroll and Benefits | Accrued Payroll and Benefits (amounts in thousands) 2018 2017 Accrued vacation $ 48,742 $ 49,398 Accrued payroll and commissions 23,746 16,421 Accrued bonuses 11,035 16,487 Accrued payroll taxes 11,214 15,974 Other accrued benefits 10,325 13,623 Non-U.S. defined contributions and other accrued benefits 9,722 10,309 Total accrued payroll and benefits $ 114,784 $ 122,212 Accrued Expenses and Other Current Liabilities (amounts in thousands) 2018 2017 Current portion of legal claims provision $ 79,356 $ 4,137 Accrued sales and advertising rebates 69,199 73,585 Accrued expenses 25,434 23,530 Non-income related taxes 21,643 19,996 Current portion of warranty liability (Note 14) 20,529 19,547 Current portion of accrued claim costs relating to self-insurance programs 12,319 12,866 Current portion of deferred revenue (Note 21) 9,854 9,970 Current portion of restructuring accrual (Note 24) 6,635 7,162 Current portion of accrued income taxes payable 2,128 10,962 Accrued interest payable 2,016 1,945 Current portion of derivative liability (Note 27) 1,161 2,905 Total accrued expenses and other current liabilities $ 250,274 $ 186,605 In the table above, the legal claims provision balance in the current period relates primarily to the $76.5 million litigation contingency associated with the ongoing antitrust and trade secrets litigation with Steves & Sons, Inc. For further information regarding this litigation, see Note 29 - Commitments and Contingencies . The accrued sales and advertising rebates, accrued interest payable, and non-income related taxes can fluctuate significantly period over period due to timing of payments. 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 | 12 Months Ended |
Dec. 31, 2018 | |
Payables and Accruals [Abstract] | |
Accrued Expenses and Other Current Liabilities | Accrued Payroll and Benefits (amounts in thousands) 2018 2017 Accrued vacation $ 48,742 $ 49,398 Accrued payroll and commissions 23,746 16,421 Accrued bonuses 11,035 16,487 Accrued payroll taxes 11,214 15,974 Other accrued benefits 10,325 13,623 Non-U.S. defined contributions and other accrued benefits 9,722 10,309 Total accrued payroll and benefits $ 114,784 $ 122,212 Accrued Expenses and Other Current Liabilities (amounts in thousands) 2018 2017 Current portion of legal claims provision $ 79,356 $ 4,137 Accrued sales and advertising rebates 69,199 73,585 Accrued expenses 25,434 23,530 Non-income related taxes 21,643 19,996 Current portion of warranty liability (Note 14) 20,529 19,547 Current portion of accrued claim costs relating to self-insurance programs 12,319 12,866 Current portion of deferred revenue (Note 21) 9,854 9,970 Current portion of restructuring accrual (Note 24) 6,635 7,162 Current portion of accrued income taxes payable 2,128 10,962 Accrued interest payable 2,016 1,945 Current portion of derivative liability (Note 27) 1,161 2,905 Total accrued expenses and other current liabilities $ 250,274 $ 186,605 In the table above, the legal claims provision balance in the current period relates primarily to the $76.5 million litigation contingency associated with the ongoing antitrust and trade secrets litigation with Steves & Sons, Inc. For further information regarding this litigation, see Note 29 - Commitments and Contingencies . The accrued sales and advertising rebates, accrued interest payable, and non-income related taxes can fluctuate significantly period over period 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 | 12 Months Ended |
Dec. 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) 2018 2017 2016 Balance as of January 1 $ 46,256 $ 45,398 $ 44,891 Current period expense 21,822 17,674 17,992 Liabilities assumed due to acquisition 1,550 95 — Experience adjustments 1,227 (614 ) (3,846 ) Payments (23,410 ) (17,255 ) (13,527 ) Currency translation (977 ) 958 (112 ) Balance at period end 46,468 46,256 45,398 Current portion (20,529 ) (19,547 ) (18,240 ) Long-term portion $ 25,939 $ 26,709 $ 27,158 The most significant component of our warranty liability is in the North America segment, which totaled $40.9 million at December 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 | 12 Months Ended |
Dec. 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) December 31, 2018 Interest Rate December 31, December 31, Senior notes 4.63% - 4.88% $ 800,000 $ 800,000 Term loans 1.25% - 4.80% 474,058 440,568 Installment notes 1.90% - 8.10% 98,914 10,290 Revolving credit facilities 3.94% - 4.02% 85,000 — Mortgage notes 1.65% 30,375 33,517 Installment notes for stock 3.50% - 5.50% 962 1,944 Unamortized debt issuance costs (11,417 ) (12,616 ) 1,477,892 1,273,703 Current maturities of long-term debt (54,930 ) (8,770 ) Long-term debt $ 1,422,962 $ 1,264,933 Maturities by year: 2019 $ 54,930 2020 15,223 2021 20,063 2022 94,968 2023 43,247 Thereafter 1,249,461 $ 1,477,892 Summaries of our outstanding debt agreements as of December 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 4.63% and maturing in December 2025, and $400.0 million bearing interest at 4.88% and maturing in December 2027 in a private placement for resale to qualified institutional buyers pursuant to Rule 144A under the Securities Act. 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 $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 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 our 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. The facility is secured by the same collateral and guaranteed by the same guarantors as it was under each of the prior amendments, and 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. At December 31, 2018 , the outstanding principal balance under the facility was $435.6 million . In February 2019, the Company purchased interest rate caps in order to effectively fix a 3.0% per annum ceiling on the LIBOR component of an aggregate $150 million of its term loans. The caps become effective March 29, 2019 and expire December 31, 2021. Australia Facility - In February 2018, we amended the Australia Senior Secured Credit Facility to include an additional AUD $55.0 million floating rate term loan facility with a base rate of BBSY plus a margin ranging from 1.00% to 1.10% which matures in February 2023. We pay a commitment fee of 1.25% on the unused portion of the facility. This facility is secured by guarantees of JWA and had an outstanding principal balance of $35.2 million as of December 31, 2018 . Other Acquired Facilities - We acquired a $11.6 million term loan facility associated with our ABS acquisition, as well as $9.6 million in various term loan facilities associated with our Domoferm acquisition. As of December 31, 2018 , we have closed the ABS facility with no outstanding borrowings and have $ 2.9 million outstanding under the Domoferm term loan 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 made certain adjustments to the borrowing base and modified 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 our consolidated statements of operations. Debt issuance costs related to the ABL Facility are reclassified to other assets in the consolidated balance sheets, in proportion to the commitment amount, less loan utilization. In December 2018, we amended this facility, providing for a $100.0 million increase in the U.S. revolving credit commitments. 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 and eligible inventory, subject to certain reserves and other adjustments. We pay a fee of 0.25% on the unused portion of the commitments under the facility. As of December 31, 2018 , we had $85.0 million in borrowings, $39.2 million in letters of credit and $208.6 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. 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 December 31, 2018 , we had AUD $15.0 million (or $10.6 million ) available under the revolving loan facility, AUD $1.9 million (or $1.3 million ) under the interchangeable facility, AUD $7.0 million (or $4.9 million ) under the electronic payaway facility, AUD $0.6 million (or $0.4 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 $3.5 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 included 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. Loans under the Euro Revolving Facility bore 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% was paid on the unutilized amount of the facility. As of December 31, 2018 , we had no outstanding borrowings, € 0.6 million (or $ 0.6 million ) of bank guarantees outstanding, and € 38.4 million (or $44.0 million ) available under this facility. The facility required JELD-WEN ApS 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 had various non-financial covenants including restrictions on liens, indebtedness, and dividends, customary representations and warranties, and customary events of default and remedies. In January 2019, we did not extend the Euro Revolving Facility and allowed it to expire due to our strong cash position in Europe and expenses and restrictions associated with this facility. Other Acquired Facilities - We acquired a $45.0 million revolving credit facility associated with our ABS acquisition and €8.5 million in various overdraft facilities associated with our Domoferm acquisition. As of December 31, 2018 , we have closed these facilities and have no outstanding borrowings. At December 31, 2018 , we had combined borrowing availability of $263.2 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 December 31, 2018 , we had DKK 198.2 million (or $30.4 million ) outstanding under these notes. Installment Notes – Installment notes represent insurance premium financing, capitalized lease obligations, and loans secured by equipment. During 2018, we acquired $11.0 million in various installment notes associated with our Domoferm and A&L acquisitions. These notes mature between 2019 and 2022, with both fixed and variable interest rates which range from 1.90% to 4.87% . At December 31, 2018 , we had $98.9 million outstanding in installment notes, including $9.0 million from the notes acquired with the Domoferm and A&L acquisitions. The increase in installment notes during 2018 was primarily due to the addition of the build-to-suit lease in the first quarter (Note 7 - Property and Equipment, Net ), and the addition of equipment and software financing that was entered into during the second, third and fourth quarters. Maturities of installment notes range from 2019 to 2035. 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 December 31, 2018 , we had $1.0 million outstanding under these notes. As of December 31, 2018 , we were in compliance with the terms of all of our credit facilities. |
Deferred Credits and Other Liab
Deferred Credits and Other Liabilities | 12 Months Ended |
Dec. 31, 2018 | |
Other Liabilities Disclosure [Abstract] | |
Deferred Credits and Other Liabilities | Deferred Credits and Other Liabilities Included in deferred credits and other liabilities is the long-term portion of the following liabilities as of December 31: (amounts in thousands) 2018 2017 Warranty liability (Note 14) $ 25,939 $ 26,709 Headquarter lease liability (Note 7) — 19,860 Uncertain tax positions (Note 17) 18,951 14,519 Workers' compensation claims accrual 14,977 14,179 Other liabilities 8,971 9,444 Restructuring accrual (Note 24) 2,005 3,877 Over-market lease liabilities 1,126 2,142 Deferred income 69 609 Long term accrued income taxes payable (Note 17) — 11,275 Total deferred credits and other liabilities $ 72,038 $ 102,614 The over-market lease liabilities relate to our Melton operations in the U.K. and the related market value lease payments are included in the minimum annual lease payments schedule. The non-cash impact to expense of the change in the lease liability for the discount factor is reported in other income (expense) in the consolidated statements of operations and totaled $0.5 million in each of the years ended 2018 , 2017 and 2016 . The headquarter lease liability related to our build-to-suit arrangement and as of December 31, 2017, we recorded a financial obligation of $19.9 million , including accrued interest. During the first quarter of 2018, this amount was reclassified to long-term debt. For further information on this arrangement, see Note 7 - Property and Equipment, Net and Note 15 - Long Term Debt . The long term accrued income taxes payable related to a one-time deemed repatriation tax of $11.3 million as of December 31, 2017. Due to changes in our provisional estimates related to the Tax Act this amount was adjusted to zero, in the fourth quarter of 2018. See Note 17 - Income Taxes for further information. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes Income (loss) before taxes, equity earnings and discontinued operations was comprised of the following for the years ended December 31: (amounts in thousands) 2018 2017 2016 Domestic (loss) income $ (1,679 ) $ (7,346 ) $ 25,042 Foreign income 137,256 153,101 105,278 Total income before taxes, equity earnings $ 135,577 $ 145,755 $ 130,320 Our foreign income is primarily driven by our subsidiaries in Australia, Canada and the U.K. The statutory tax rates are 30% , 27% and 19% respectively. Significant components of the provision for income taxes are as follows for the years ended December 31: (amounts in thousands) 2018 2017 2016 Federal $ (9,760 ) $ 11,699 $ 1,015 State 764 667 72 Foreign 35,714 29,461 18,274 Current taxes 26,718 41,827 19,361 Federal (23,475 ) 60,618 (164,765 ) State (12,847 ) 27,241 (74,882 ) Foreign 1,646 8,917 (26,108 ) Deferred taxes (34,676 ) 96,776 (265,755 ) Total (benefit) provision for income taxes $ (7,958 ) $ 138,603 $ (246,394 ) On December 22, 2017, the Tax Act was enacted in the U.S. The specific provisions of the Tax Act had both direct and indirect impacts on our 2017 and 2018 results and may continue to materially affect our financial results in the future as regulations continue to be finalized. The direct impacts recorded as provisional estimates in 2017 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 an estimated additional tax expense totaling approximately $21.1 million . Our provisional estimate of the one-time deemed repatriation tax, which effectively subjected the Company’s 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, the Company undertook certain transactions which premised 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 provisional estimate of the effects of certain steps completed in 2017 as well as further steps premised to be completed in 2018 which would have retroactive effect into 2017 resulting in a net increase to tax expense of $65.8 million related to these transactions and their impacts under the Tax Act. As of December 31, 2018, we have completed our accounting for the income tax effects of the Tax Act as of the enactment date. As further discussed below, we recognized a tax benefit of $40.2 million in 2018 which effectively reduced the net charges recorded at December 31, 2017. These adjustments were accounted for as a component of income tax expense from continuing operations. The specific adjustments recorded were (i) an increase to the tax expense recorded related to the revaluation of our net deferred tax assets from $21.1 million to $55.3 million resulting in an additional charge to 2018 earnings of $34.2 million , (ii) a reduction of the estimate of the one-time deemed repatriation tax from $11.3 million to zero resulting in a tax benefit recorded in 2018 earnings of $11.3 million , (iii) a reduction of the additional tax expense recorded related to the premised repatriation of funds from foreign subsidiaries from $65.8 million to $2.7 million resulting in a tax benefit recorded in 2018 earnings of $63.1 million . The completion of the Company’s accounting for the enactment of the Tax Act reflects, among other things, (i) the issuance of guidance by the U.S. Treasury regarding provisions of the Tax Act, (ii) certain elections and accounting policy decisions pursuant to the Tax Act, (iii) adjustments to historic foreign earnings and profits or the associated tax credit pools which are significant factors in the calculation of the repatriation tax, and (iv) changes in interpretations and assumptions that we have made. We note that final guidance and regulations surrounding the implementation of all provisions in the Tax Act have not been issued to date. This guidance, once issued, may materially affect our conclusions regarding the net related effects of the Tax Act on our financial statements. Further, the Tax Act subjects a U.S. shareholder to current U.S. tax on GILTI earned by certain foreign subsidiaries. GILTI had a material effect on our effective tax rate in 2018 and will likely continue to have such an effect in future periods. The FASB Staff Q&A, Topic 740, No. 5, Accounting for Global Intangible Low-Taxed Income, states that we are permitted to make an accounting policy election to either recognize deferred taxes for temporary basis differences expected to reverse as GILTI in future years or provide for the tax expense related to such income in the year the tax is incurred. We have elected to account for the impact of GILTI in the period in which it is incurred. The significant components of the deferred income tax benefit attributed to income from continuing operations for the year ended December 31, 2018, were the adjustments related to the provisional amounts of the income tax effects of the Tax Act and the additional release of valuation allowances, primarily in the U.S. The significant components of the deferred income tax expense attributed to income from continuing operations for the year ended December 31, 2017, was the revaluation of our U.S. deferred tax assets under the Tax Act and the increases in valuation allowances for deferred tax assets, primarily in the U.S. Reconciliation of the U.S. federal statutory income tax rate to our effective tax rate is as follows for the years ended December 31: 2018 2017 2016 (amounts in thousands) Amount % Amount % Amount % Statutory rate $ 28,471 21.0 $ 51,015 35.0 $ 45,612 35.0 State income tax, net of federal benefit (1,294 ) (1.0) (4,784 ) (3.3) 221 0.2 Nondeductible expenses 1,097 0.8 1,950 1.3 1,797 1.4 Acquisition of ABS (10,189 ) (7.5) — — — — Equity based compensation 54 — (12,718 ) (8.7) 826 0.6 Deferred benefit on acquisitions — — (6,201 ) (4.2) — — Foreign tax rate differential 3,426 2.5 (17,959 ) (12.3) (12,237 ) (9.4) Tax rate differences and credits 96,231 71.0 (91,109 ) (62.5) 382 0.3 Uncertain tax positions 5,443 4.0 736 0.5 406 0.3 Foreign source dividends and deemed inclusions 17,657 13.0 86,119 59.1 1,992 1.5 Valuation allowance (85,876 ) (63.3) 98,156 67.3 (282,616 ) (216.9) IRS audit adjustments — — (699 ) (0.5) 113 0.1 Prior year correction — — — — (1,392 ) (1.1) U.S. Tax Reform (62,836 ) (46.3) 32,414 22.2 — — Other (142 ) (0.1) 1,683 1.2 (1,498 ) (1.1) Effective rate for continuing operations $ (7,958 ) (5.9) $ 138,603 95.1 $ (246,394 ) (189.1) Effective rate including discontinued operations $ (7,958 ) (5.9) $ 138,603 95.1 $ (246,394 ) (189.1) In the current period, we recorded a tax benefit of $40.2 million to revise the provisional estimates recorded under the Tax Act. Included in the “U.S. Tax Reform” line in the reconciliation of tax expense above is comprised of tax benefit of $11.3 million for the reduction of the estimated one-time deemed repatriation tax, tax benefit of $85.7 million attributed to the restoration of the Company’s net operating losses, offset by tax expense of $34.2 million for the revaluation of our deferred tax assets. The remaining tax expense is comprised of: additional tax expense of $97.6 million for the reduction of foreign tax credits included in “Tax rate differences and credits”, offset by tax benefit of $75.0 million included above as “Valuation allowance”. We recorded a benefit of $10.2 million related to certain tax effects of ABS transitioning to a wholly-owned subsidiary and the tax effects of the gain recognized on the acquisition. For the year ended December 31, 2017 , we recorded provisional estimates of the items directly impacted by the Tax Act within the “U.S. Tax Reform” line in the reconciliation of tax expense above. The tax charge of $32.4 million is comprised of (i) the repricing our U.S. deferred tax balances of $21.1 million from 35% to 21%, and (ii) one-time deemed repatriation tax of $11.3 million . As previously, discussed, certain other transactions undertaken by the Company in the fourth quarter of 2017 were indirectly impacted by the Tax Act and the measurement periods as outlined therein. The provisional estimates of the following amounts are included in the Company’s tax expense for the year: additional tax expense of $85.5 million included as “Foreign Source Dividends”, a tax benefit of $90.8 million included as “Tax rate differences and credits”, and additional tax expense of $71.1 million included as “Valuation allowance” above. We recorded a benefit of $0.7 million and a charge of $0.1 million in 2017 and 2016 , respectively, as a result of favorable audit settlements in the U.S., which allowed the use of tax attributes that previously had a valuation allowance reserve. We recorded a tax benefit of $6.2 million primarily relating to the change in disposition for certain intellectual property in the “Deferred benefit on acquisitions” line and a corresponding tax charge in the same amount in the “Valuation allowance” line, resulting in no impact to the effective rate for continuing operations in 2017. We did not incur or recognize tax expense or benefit associated with these categories in 2018. During the fourth quarter of 2016, we recorded an out-of-period correction to previously overstated international deferred tax asset balances which resulted in a benefit of $5.4 million , $1.4 million of which is shown above on the line "Prior year correction", and the remaining amount of which is within the "Valuation allowance" and “Other” line items in the reconciliation of tax expense above. This correction was not material to 2016 or prior periods. Deferred income taxes are provided for the temporary differences between the financial reporting basis and tax basis of our assets, liabilities and operating loss carryforwards. Significant deferred tax assets and liabilities are as follows as of December 31: (amounts in thousands) 2018 2017 Allowance for doubtful accounts and notes receivable $ 1,573 $ 1,102 Employee benefits and compensation 50,665 54,961 Net operating loss and tax credit carryforwards 214,828 292,957 Inventory 5,920 4,125 Deferred credits 635 889 Accrued liabilities and other 38,526 17,478 Gross deferred tax assets 312,147 371,512 Valuation allowance (57,571 ) (144,701 ) Deferred tax assets 254,576 226,811 Depreciation and amortization (58,441 ) (42,632 ) Investments and marketable securities 473 (9,702 ) Deferred tax liabilities (57,968 ) (52,334 ) Net deferred tax assets $ 196,608 $ 174,477 Balance sheet presentation: Long-term assets $ 207,065 $ 183,726 Long-term liabilities (10,457 ) (9,249 ) Net deferred tax assets $ 196,608 $ 174,477 Impact of Divestitures and Acquisitions – As discussed in Note 2 - Acquisitions , we completed four acquisitions in fiscal year 2018 and three acquisitions in fiscal 2017 that impacted our income tax assets and liabilities. As discussed in Note 3 - Discontinued Operations and Divestitures , we sold the assets of our Silver Mountain resort and real estate development in Idaho, which closed on October 20, 2016. Valuation Allowance – The realization of deferred tax assets is based on historical tax positions and estimates of future taxable income. We evaluate both the positive and negative evidence that we believe is relevant in assessing whether we will realize the deferred tax assets. A valuation allowance is recorded when it is more likely than not that some portion of the deferred tax assets will not be realized. Our valuation allowance was $57.6 million as of December 31, 2018 , which represents a decrease of $87.1 million from December 31, 2017 and was allocated to continuing operations. The decrease in the valuation allowance primarily relates to the following: (i) a decrease of $75.0 million relating to the Company’s finalization of the accounting for the effects of the Tax Act, (ii) a decrease of $2.2 million due to expiring foreign tax credits, (iii) a decrease of $8.3 million for state net operating losses ("NOL") and credits due to the impact of increase in forecasted taxable income in the carry-forward period, and (iv) other changes to existing valuations totaling approximately $1.6 million for changes in current year earnings for certain other subsidiaries and foreign exchange. The ultimate realization of deferred tax assets depends on the generation of future taxable income during the periods in which those temporary differences are deductible. We consider the scheduled reversal of deferred tax liabilities (including the effect of available carryback and carryforward periods), and projected taxable income in making this assessment. To fully utilize the NOL and tax credits carryforwards we will need to generate sufficient future taxable income in each respective jurisdiction before the expiration of the deferred tax assets governed by the applicable tax code. Our valuation allowance was $144.7 million as of December 31, 2017 , which represents an increase of $104.6 million from December 31, 2016 and was allocated to continuing operations. The increase in the valuation allowance primarily related to the following: (i) an increase of $71.1 million relating to U.S. foreign tax credits generated in 2017 which constituted a portion of the provisional charge recorded to the enactment of the Tax Act, (ii) an increase of $28.3 million for state NOL and credits due to the impact of reductions in forecasted taxable income in the carry-forward period, (iii) a release of $2.0 million for our Canadian subsidiary due to its continued profitability in recent years, (iv) an increase of $6.7 million for our Australian subsidiary relating to certain deferred tax assets recognized on capital assets, and (v) other changes to existing valuations totaling approximately $0.5 million for changes in current year earnings for certain other subsidiaries and foreign exchange. The following is the activity in our valuation allowance: (amounts in thousands) 2018 2017 2016 Balance as of January 1, $ (144,701 ) $ (40,118 ) $ (318,480 ) Valuation allowances established (260 ) — (1,489 ) Changes to existing valuation allowances 85,828 (105,453 ) 5,006 Release of valuation allowances — 2,006 272,291 Currency translation 1,562 (1,136 ) 2,554 Balance as of December 31, $ (57,571 ) $ (144,701 ) $ (40,118 ) There were no valuation allowances included in discontinued operations for the years ended December 31, 2018 , December 31, 2017 and December 31, 2016, respectively. Loss Carryforwards – We reduced our income tax payments by utilizing NOL carryforwards of $172.1 million in 2018 , $19.3 million in 2017 and $256.2 million in 2016 . At December 31, 2018 , our federal, state and foreign NOL carryforwards totaled $1,477.7 million , of which $85.6 million does not expire and the remainder expires as follows (amounts in thousands): 2019 $ 9,254 2020 2,771 2021 11,955 2022 15,871 Thereafter 1,352,261 Total loss carryforwards $ 1,392,112 We utilized approximately $124.8 million of NOL carryforwards in the US in 2018; however, the deferred tax asset related to these NOLs actually increased due to the restoration of certain loss carryforwards upon the finalization of the accounting for effects of the Tax Act. We have revised the total amount of NOLs utilized in 2017 to reflect the reduced income recognized under the Tax Act. We utilized $1.2 million capital loss carryforwards in 2016. We did not utilize capital loss carryforwards in 2018 and 2017. At December 31, 2018 , our capital loss carryforwards totaled $21.2 million . All of the capital losses are foreign and do not expire. Section 382 Net Operating Loss Limitation – On November 20, 2017 and October 3, 2011 , we had a change in ownership pursuant to Section 382 of the Internal Revenue Code of 1986 as amended (“Code”). Under this provision of the Code, the utilization of any of our NOL or tax credit carryforwards, incurred prior to the date of ownership change, may be limited. Analyses of the respective limits for each ownership change indicated no reason to believe the annual limitation would impair our ability to utilize our NOL carryforward or net tax credit carryforwards as provided. We have concluded the limitation under Section 382 should not prevent us from fully utilizing these historical NOLs. Tax Credit Carryforwards – Our tax credit carryforwards expire as follows: (amounts in thousands) EZ Credit R & E credit Foreign Tax Credit Work Opportunity & Welfare to Work Credit State Investment Tax Credits Tip Credit TOTAL 2019 $ — $ — $ — $ — $ — $ — $ — 2020 — — 12,975 — — — 12,975 2021 — — 14,990 — 76 — 15,066 2022 — — 1,061 — 1 — 1,062 2023 — — 5,735 — 1,797 — 7,532 Thereafter 68 6,614 11,485 6,823 1,720 102 26,812 $ 68 $ 6,614 $ 46,246 $ 6,823 $ 3,594 $ 102 $ 63,447 Earnings of Foreign Subsidiaries – Historically, the Company has not provided for US tax impacts of any unremitted earnings of its foreign subsidiaries. The Tax Act made significant changes to the taxation of undistributed foreign earnings, including that all previously untaxed earnings and profits of our controlled foreign corporations be subjected to a one-time deemed repatriation tax in 2017. In its final analysis of the effects of the Tax Act, the Company provided for US income taxes on approximately $121.0 million of earnings of our foreign subsidiaries deemed to be repatriated. Beginning in 2018, the Tax Act provides for a 100% dividends received deduction for untaxed earnings received from most foreign corporations. The repatriation tax substantially eliminated the basis difference that existed previously for purposes of ASC Topic 740. Although dividend income is now generally exempt from U.S. federal income tax in the hands of U.S. corporate shareholders, the guidance of ASC 740-30 still applies to account for the tax consequences of outside basis differences and other tax impacts of investments in non-U.S. subsidiaries. Although likely not subject to U.S. federal taxation, there are limited other taxes that could continue to apply such as foreign income and withholding as well as certain state taxes. The Company completed its evaluation of its indefinite reinvestment assertion as a result of the Tax Act during the fourth quarter of 2018. As of December 31, 2018, we have not recorded deferred tax liabilities or assets for the outside basis difference, as we have concluded that the unremitted earnings of our foreign subsidiaries are indefinitely reinvested with certain minor exceptions and do not anticipate the outside basis difference to reverse in the foreseeable future. We hold a combined book-over-tax outside basis difference of $202.5 million in our investment in foreign subsidiaries and may incur up to $5.7 million of local country income and withholding taxes in case of distribution of unremitted earnings. Dual-Rate Jurisdiction – Estonia taxes the corporate profits of resident corporations at different rates depending upon whether the profits are distributed. The undistributed profits of resident corporations are exempt from taxation while any distributed profits are subject to a 20% corporate income tax rate. The liability for the tax on distributed profits is recorded as an income tax expense in the period in which a dividend is declared. The amount of undistributed earnings at December 31, 2018 and 2017 which, if distributed, would be subject to this tax was $68.1 million and $66.3 million , respectively. During 2017, Latvia enacted a similar system in which an entity’s local earnings are not subject to tax until distributed. The amount of undistributed earnings at December 31, 2018 for our Latvian subsidiary which, if distributed, would be subject to a 20% corporate income tax rate is $19.9 million . Tax Payments and Balances – We made tax payments of $49.7 million in 2018 , $29.0 million in 2017 and $34.7 million in 2016 primarily for foreign liabilities. We received tax refunds of $3.3 million in 2018 , $6.5 million in 2017 and $7.9 million in 2016 primarily related to U.S., Sweden and Estonia. We recorded receivables for U.S. federal, foreign and state refunds of $9.7 million at December 31, 2018 and $4.2 million at December 31, 2017 which is included in other current assets on the accompanying consolidated balance sheets. We recorded payables for U.S. federal, foreign and state taxes of $2.1 million at December 31, 2018 and 11.0 million at December 31, 2017 which is included in accrued income taxes payable in the accompanying consolidated balance sheets. We recorded a non-current U.S. receivable of $0.8 million at December 31, 2018 and a non-current U.S. payables of $11.3 million at December 31, 2017, related to the one-time deemed repatriation tax liability. This is included in other assets and long term liabilities in the accompanying consolidated balance sheets. Accounting for Uncertain Tax Positions – A reconciliation of the beginning and ending amounts of unrecognized tax benefits excluding interest and penalties is as follows: (amounts in thousands) 2018 2017 2016 Balance as of January 1, $ 14,519 $ 12,054 $ 11,634 Increase for tax positions taken during the prior period 2,620 252 359 Decrease for settlements with taxing authorities (157 ) (788 ) — Increase for tax positions taken during the current period 300 107 — Currency translation (707 ) 1,626 (345 ) Balance at period end - unrecognized tax benefit 16,575 13,251 11,648 Accrued interest and penalties 2,376 1,268 406 $ 18,951 $ 14,519 $ 12,054 Unrecognized tax benefits were $16.6 million , $13.3 million and $11.6 million at December 31, 2018 , 2017 and 2016, respectively. The changes during the current period relate to the establishment of an uncertain tax positions for certain tax examinations offset by currency translation during the period. Interest and penalties related to uncertain tax positions are reported as a component of tax expense and included in the total uncertain tax position balance within deferred credits and other liabilities in the accompanying consolidated balance sheets. A significant portion of our uncertain tax positions relates to the implementation of the Capacity Management Agreements within the European business (“CMA”) which took place in January 1, 2015. The CMA changed the manner in which we manage our manufacturing capacity and the distribution and sale of our products in Europe. The reorganization of our Europe segment was part of our review of our operations structure and management that began in 2014 and resulted in changes in taxable income for certain of our subsidiaries within that reportable segment. Effective January 1, 2015, our subsidiary JELD-WEN U.K. Limited (the “Managing Subsidiary”) entered into an agreement (the “Managing Agreement”) with several of our other subsidiaries in Europe (collectively, the “Operating Subsidiaries”). The Managing Agreement provides that the Managing Subsidiary will receive a fee from the Operating Subsidiaries in exchange for performing various management and decision-making services for the Operating Subsidiaries. As a result, the Managing Agreement shifts certain risks (and correlated benefits) from the Operating Subsidiaries to the Managing Subsidiary. In exchange, the Managing Subsidiary guarantees a specific return to each Operating Subsidiary on a before interest and taxes basis, commensurate with such Operating Subsidiary’s functions and risk profile. While there is no impact on the consolidated reporting of the Europe segment due to the Managing Agreement, there may be changes in taxable income of the Operating Subsidiaries. Therefore, we have reserved for a potential loss resulting from such uncertainty. Included in the balance of unrecognized tax benefits as of December 31, 2018 , 2017 , and 2016 , are $16.6 million , $13.3 million , and $11.6 million respectively, of tax benefits that, if recognized, would affect the effective tax rate. We cannot reasonably estimate the conclusion of certain non-US income tax examinations and its outcome at this time. We operate in multiple foreign tax jurisdictions and are generally open to examination for tax years 2012 and forward. In the U.S., we are open to examination at the federal level for tax years 2013 and forward and at state and local jurisdictions for tax years 2013 and forward. We are under examination in the United Kingdom, Switzerland, the Czech Republic, Austria, Denmark, France, Germany, Indonesia and Latvia for tax years 2011 through 2017, and generally remain open to examination for other non-US jurisdictions for tax years 2012 forward. |
Segment Information
Segment Information | 12 Months Ended |
Dec. 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 to evaluate segment performance and allocate resources. We define Adjusted EBITDA as net income (loss), adjusted for the following items: loss from discontinued operations, net of tax; equity earnings of non-consolidated entities; income tax (benefit) expense; 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 Summary of 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 Year Ended December 31, 2018 Total net revenues $ 2,462,268 $ 1,216,706 $ 681,160 $ 4,360,134 $ — $ 4,360,134 Intersegment net revenues (1,281 ) (905 ) (11,245 ) (13,431 ) — (13,431 ) Net revenues from external customers $ 2,460,987 $ 1,215,801 $ 669,915 $ 4,346,703 $ — $ 4,346,703 Depreciation and amortization $ 71,945 $ 31,132 $ 17,730 $ 120,807 $ 4,293 $ 125,100 Impairment and restructuring charges 4,933 6,111 7,170 18,214 (886 ) 17,328 Adjusted EBITDA 278,975 129,202 91,172 499,349 (34,003 ) 465,346 Capital expenditures 57,805 25,369 12,146 95,320 23,380 118,700 Segment assets $ 1,355,730 $ 902,684 $ 482,493 $ 2,740,907 $ 310,148 $ 3,051,055 Year Ended December 31, 2017 Total net revenues $ 2,159,919 $ 1,045,036 $ 572,518 $ 3,777,473 $ — $ 3,777,473 Intersegment net revenues (2,021 ) (2,269 ) (9,434 ) (13,724 ) — (13,724 ) Net revenues from external customers $ 2,157,898 $ 1,042,767 $ 563,084 $ 3,763,749 $ — $ 3,763,749 Depreciation and amortization $ 66,990 $ 27,979 $ 13,248 $ 108,217 $ 3,056 $ 111,273 Impairment and restructuring charges 8,471 3,592 (49 ) 12,014 1,042 13,056 Adjusted EBITDA 273,594 132,929 74,706 481,229 (43,616 ) 437,613 Capital expenditures 34,769 14,889 6,019 55,677 7,372 63,049 Segment assets $ 1,207,539 $ 920,222 $ 447,734 $ 2,575,495 $ 287,445 $ 2,862,940 Year Ended December 31, 2016 Total net revenues $ 2,153,154 $ 1,009,545 $ 517,990 $ 3,680,689 $ — $ 3,680,689 Intersegment net revenues (3,843 ) (816 ) (9,088 ) (13,747 ) — (13,747 ) Net revenues from external customers $ 2,149,311 $ 1,008,729 $ 508,902 $ 3,666,942 $ — $ 3,666,942 Depreciation and amortization $ 68,207 $ 26,657 $ 8,944 $ 103,808 $ 4,187 $ 107,995 Impairment and restructuring charges 3,584 6,777 2,448 12,809 1,038 13,847 Adjusted EBITDA 251,831 122,574 59,519 433,924 (40,242 ) 393,682 Capital expenditures 39,775 14,991 21,610 76,376 3,121 79,497 Segment assets $ 1,099,845 $ 751,749 $ 377,410 $ 2,229,004 $ 307,042 $ 2,536,046 Reconciliations of net income to Adjusted EBITDA are as follows: Years Ended December 31, (amounts in thousands) 2018 2017 2016 Net income $ 144,273 $ 10,791 $ 377,181 Loss from discontinued operations, net of tax — — 3,324 Equity earnings of non-consolidated entities (738 ) (3,639 ) (3,791 ) Income tax (benefit) expense (7,958 ) 138,603 (246,394 ) Depreciation and amortization 125,100 111,273 107,995 Interest expense, net (a) 70,818 79,034 77,590 Impairment and restructuring charges (b) 17,328 13,057 18,353 Gain on previously held shares of equity investment (20,767 ) — — Loss (gain) on sale of property and equipment 144 (299 ) (3,275 ) Share-based compensation expense 15,052 19,785 22,464 Non-cash foreign exchange transaction/translation loss (income) 8 (2,181 ) 5,734 Other non-cash items (c) 3,859 526 2,843 Other items (d) 117,933 47,000 30,585 Costs relating to debt restructuring and debt refinancing (e) 294 23,663 1,073 Adjusted EBITDA $ 465,346 $ 437,613 $ 393,682 (a) Interest expense for the year ended December 31, 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 consolidated statements of operations plus (ii) additional charges relating to inventory and/or manufacturing of our products that are included in cost of sales in the accompanying consolidated statements of operations in the amount of $1 and $4,506 for the years ended December 31, 2017 , and 2016, respectively. There were no charges for the year ended December 31, 2018 . For further explanation of impairment and restructuring charges that are included in our consolidated statements of operations, see Note 24 - Impairment and Restructuring Charges in our financial statements. (c) Other non-cash items include; (i) charges of $3,740 for the fair value adjustment to the inventory acquired as part of our Domoferm acquisitions in the year ended December 31, 2018 ; (ii) charges of $439 for the fair value adjustment to the inventory acquired as part of our Mattiovi acquisition in the year ended December 31, 2017 ; (iii) charges of $357 for the fair value adjustment to the inventory acquired as part of our Trend acquisition in the year ended December 31, 2016 and (iv) other non-cash items include charges of $2,153 for the out-of-period European warranty liability adjustment for the year ended December 31, 2016. (d) Other items not core to business activity include: (i) in the year ended December 31, 2018 (1) $76,500 in litigation contingency accruals, (2) $25,444 in legal costs, (3) $10,324 in acquisition costs, (4) $3,381 in costs related to the departure of the former CEO and CFO, and (5) $2,901 in entity consolidation and reorganization costs, and (6) $(5,396) in realized gain on hedges; (ii) in the year ended December 31, 2017 (1) $34,178 in legal costs, (2) $4,176 in realized loss on hedges, (3) $3,484 in acquisition costs, (4) $2,202 in secondary offering costs, (5) $754 in tax consulting fees (6) $678 in legal entity consolidation costs, (7) $649 in taxes related to equity-based compensation, (8) $578 in facility shut down costs, and (9) $(2,247) gain on settlement of contract escrow; and (iii) in the year ended December 31, 2016, (1) $20,695 in payments to holders of vested options and restricted shares in connection with the November 2016 dividend, (2) $3,721 of professional fees related to the IPO of our common stock, (3) $1,626 of acquisition costs, (4) $584 in legal costs associated with disposition of non-core properties, (5) $507 of dividend-related costs, (6) $500 of costs related to the recruitment of executive management employees, (7) $450 in legal costs, and (8) $346 in Dooria plant closure costs. (e) 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. Included in the year ended December 31, 2017 is a loss on debt extinguishment of $23,262 associated with the refinancing of our term loan. Net revenues by locality are as follows for the years ended December 31, : (amounts in thousands) 2018 2017 2016 Net revenues by location of external customer Canada $ 201,134 $ 219,877 $ 218,947 U.S. 2,228,102 1,904,754 1,893,728 South America (including Mexico) 34,422 35,280 34,518 Europe 1,240,234 1,063,344 1,035,398 Australia 634,976 530,521 476,251 Africa and other 7,835 9,973 8,100 Total $ 4,346,703 $ 3,763,749 $ 3,666,942 Geographic information regarding property, plant, and equipment which exceed 10% of consolidated property, plant, and equipment used in continuing operations is as follows for the years ended December 31, (amounts in thousands) 2018 2017 2016 North America: U.S. $ 459,506 $ 402,338 $ 400,023 Other 24,911 25,876 25,371 484,417 428,214 425,394 Europe 181,038 153,492 145,470 Australasia: Australia 113,922 118,568 104,063 Other 10,297 7,818 8,259 124,219 126,386 112,322 Corporate: U.S. 53,729 48,619 21,465 Total property and equipment, net $ 843,403 $ 756,711 $ 704,651 |
Series A Convertible Preferred
Series A Convertible Preferred Shares | 12 Months Ended |
Dec. 31, 2018 | |
Equity [Abstract] | |
Series A Convertible Preferred Shares | Series A Convertible Preferred Shares 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. At December 31, 2016, all of the authorized shares of Series A-1, Series A-2, and Series A-3 Stock and one Series B Stock were issued and outstanding. Immediately prior to the closing of our IPO, the outstanding shares and accumulated and unpaid dividends of the Series A Convertible Preferred Stock converted into 64,211,172 common shares by applying the applicable conversion rates as prescribed in our then-existing certificate of incorporation. Dividend - Prior to converting to common stock, the Series A Stock had a preferred annual dividend of 10% per annum on the Equity Constant, with the Equity Constant being $21.77 for dividends accruing prior to April 30, 2013. The cumulative dividends accrued continually and compounded annually at the rate of 10% whether or not they had been declared and whether or not there were funds available for the payment. In October of 2016, the Board of Directors authorized $256.3 million in distributions to the holders of the 3,974,525 shares of Series A Stock ( 62,645,538 as-converted common shares) through participation in the $4.09 per share of Common Stock distribution (see Note 20 - Capital Stock ). The Board of Directors authorized an additional distribution of $51.0 million to holders of Series A Stock representing dividends accruing between May 31, 2016 and November 3, 2016. Total distributions paid to holders of our Series A Stock were $306.7 million and were paid on or about November 3, 2016. Cumulative unpaid dividends were approximately $390.6 million at December 31, 2016. The Series A Stock and cumulative unpaid dividends converted into 64,211,172 shares of our common stock on February 1, 2017. Other - In June 2016, the Company, represented by directors not appointed by Onex, settled indemnification claims under the 2011 and 2012 Stock Purchase Agreements with Onex. As a result of this settlement, we refunded $23.7 million of the issuance price agreed to in the 2011 and 2012 Stock Purchase Agreements in August 2016. The refund was recorded as a reduction in the carrying value of the Convertible Preferred shares in the accompanying consolidated balance sheets. Capital Stock On February 1, 2017, immediately prior to the closing of the IPO, the Company filed its Charter with the Secretary of State of the State of Delaware, 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 904,732,200 shares of common stock, with a par value of $0.01 per share, of which 900,000,000 shares were designated common stock and 4,732,200 shares were designated as Class B-1 Common Stock. Each share of common stock (whether common stock or Class B-1 Common Stock) had the same rights, privileges, interest and attributes and was subject to the same limitations as every other share treating the Class B-1 Common Stock on an as-converted basis. 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 December 31, 2018 and December 31, 2017 with a total original issuance value of $12.4 million . On October 31, 2016, our Board of Directors authorized a distribution of $4.09 per share of common stock in which the Series A Convertible Preferred Stock and Class B-1 Common Stock would participate on an as-converted basis. The record date for the distribution was November 1, 2016 and totaled $74.0 million for holders of our common stock and Class B-1 Common Stock. We applied distributions totaling $0.2 million against principal and accrued interest on outstanding employees. Participating in the distribution were 17,845,927 common shares and 136,565 B-1 Common shares ( 232,373 as-converted common shares). The distributions were paid on or about November 3, 2016. 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 December 31, 2016 were charged to equity upon completion of the IPO. In April 2018, our Board of Directors authorized the repurchase of up to $250.0 million of our Common Stock. Purchases are made in accordance with all applicable securities laws and regulations and may be funded from available liquidity including available cash or borrowings under existing or future credit facilities. The timing and amount of any repurchases of Common Stock will be based on JELD-WEN’s liquidity, general business and market conditions and other factors, including alternative investment opportunities. The term of the repurchase program extends through December 31, 2019. As of December 31, 2018 , we repurchased 5,287,964 shares of our Common Stock at an average purchase price per share of $23.64 . |
Capital Stock
Capital Stock | 12 Months Ended |
Dec. 31, 2018 | |
Equity [Abstract] | |
Capital Stock | Series A Convertible Preferred Shares 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. At December 31, 2016, all of the authorized shares of Series A-1, Series A-2, and Series A-3 Stock and one Series B Stock were issued and outstanding. Immediately prior to the closing of our IPO, the outstanding shares and accumulated and unpaid dividends of the Series A Convertible Preferred Stock converted into 64,211,172 common shares by applying the applicable conversion rates as prescribed in our then-existing certificate of incorporation. Dividend - Prior to converting to common stock, the Series A Stock had a preferred annual dividend of 10% per annum on the Equity Constant, with the Equity Constant being $21.77 for dividends accruing prior to April 30, 2013. The cumulative dividends accrued continually and compounded annually at the rate of 10% whether or not they had been declared and whether or not there were funds available for the payment. In October of 2016, the Board of Directors authorized $256.3 million in distributions to the holders of the 3,974,525 shares of Series A Stock ( 62,645,538 as-converted common shares) through participation in the $4.09 per share of Common Stock distribution (see Note 20 - Capital Stock ). The Board of Directors authorized an additional distribution of $51.0 million to holders of Series A Stock representing dividends accruing between May 31, 2016 and November 3, 2016. Total distributions paid to holders of our Series A Stock were $306.7 million and were paid on or about November 3, 2016. Cumulative unpaid dividends were approximately $390.6 million at December 31, 2016. The Series A Stock and cumulative unpaid dividends converted into 64,211,172 shares of our common stock on February 1, 2017. Other - In June 2016, the Company, represented by directors not appointed by Onex, settled indemnification claims under the 2011 and 2012 Stock Purchase Agreements with Onex. As a result of this settlement, we refunded $23.7 million of the issuance price agreed to in the 2011 and 2012 Stock Purchase Agreements in August 2016. The refund was recorded as a reduction in the carrying value of the Convertible Preferred shares in the accompanying consolidated balance sheets. Capital Stock On February 1, 2017, immediately prior to the closing of the IPO, the Company filed its Charter with the Secretary of State of the State of Delaware, 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 904,732,200 shares of common stock, with a par value of $0.01 per share, of which 900,000,000 shares were designated common stock and 4,732,200 shares were designated as Class B-1 Common Stock. Each share of common stock (whether common stock or Class B-1 Common Stock) had the same rights, privileges, interest and attributes and was subject to the same limitations as every other share treating the Class B-1 Common Stock on an as-converted basis. 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 December 31, 2018 and December 31, 2017 with a total original issuance value of $12.4 million . On October 31, 2016, our Board of Directors authorized a distribution of $4.09 per share of common stock in which the Series A Convertible Preferred Stock and Class B-1 Common Stock would participate on an as-converted basis. The record date for the distribution was November 1, 2016 and totaled $74.0 million for holders of our common stock and Class B-1 Common Stock. We applied distributions totaling $0.2 million against principal and accrued interest on outstanding employees. Participating in the distribution were 17,845,927 common shares and 136,565 B-1 Common shares ( 232,373 as-converted common shares). The distributions were paid on or about November 3, 2016. 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 December 31, 2016 were charged to equity upon completion of the IPO. In April 2018, our Board of Directors authorized the repurchase of up to $250.0 million of our Common Stock. Purchases are made in accordance with all applicable securities laws and regulations and may be funded from available liquidity including available cash or borrowings under existing or future credit facilities. The timing and amount of any repurchases of Common Stock will be based on JELD-WEN’s liquidity, general business and market conditions and other factors, including alternative investment opportunities. The term of the repurchase program extends through December 31, 2019. As of December 31, 2018 , we repurchased 5,287,964 shares of our Common Stock at an average purchase price per share of $23.64 . |
Revenue Recognition
Revenue Recognition | 12 Months Ended |
Dec. 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. Incentive payments to customers that directly relate to future business are recorded as a reduction of net revenues over the periods benefited. Shipping and handling costs 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 fulfillment costs and are included in cost of sales. 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 14 - Warranty Liabilities ). Since payment is due at or shortly after the point of sale, the contract asset is classified as a receivable. 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. Incidental items that are immaterial in the context of the contract are recognized as expense. We disaggregate revenues based on geographical location. See Note 18 - 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 in the accompanying consolidated balance sheets. Significant changes in the deferred revenue balances during the period are as follows: (amounts in thousands) 2018 Balance as of January 1 $ 9,970 Increases due to cash received 74,936 Liabilities assumed due to acquisition 2,374 Revenue recognized during the period (76,388 ) Currency translation (1,038 ) Balance at period end $ 9,854 |
Earnings Per Share
Earnings Per Share | 12 Months Ended |
Dec. 31, 2018 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | Earnings 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 year ended December 31, are presented below : (amounts in thousands, except share and per share amounts) 2018 2017 2016 Earnings per share basic: Income from continuing operations $ 143,535 $ 7,152 $ 376,714 Equity earnings of non-consolidated entities 738 3,639 3,791 Income from continuing operations and equity earnings of non-consolidated entities 144,273 10,791 380,505 Undeclared Series A Convertible Preferred Stock dividends — (10,462 ) (65,667 ) Series A Convertible Preferred Stock distributions and dividends paid — — (307,279 ) Deemed Dividend on Series A Convertible Preferred Stock from Settlement Agreement — — (23,701 ) Net loss attributable to non-controlling interest (87 ) — — Income (loss) attributable to common shareholders from continuing operations 144,360 329 (16,142 ) Loss from discontinued operations, net of tax — — (3,324 ) Net income (loss) attributable to common shareholders $ 144,360 $ 329 $ (19,466 ) Weighted average outstanding shares of common stock basic 104,530,572 97,460,676 17,992,879 Basic income (loss) per share Income (loss) from continuing operations $ 1.38 $ 0.00 $ (0.90 ) Loss from discontinued operations 0.00 0.00 (0.18 ) Net income (loss) per share - basic $ 1.38 $ 0.00 $ (1.08 ) (amounts in thousands, except share and per share amounts) 2018 2017 2016 Earnings per share diluted: Net income attributable to common shareholders - basic and diluted $ 144,360 $ 329 $ (19,466 ) Weighted average outstanding shares of common stock basic 104,530,572 97,460,676 17,992,879 Restricted stock units, performance share units and options to purchase common stock 1,830,085 4,001,459 — Weighted average outstanding shares of common stock diluted 106,360,657 101,462,135 17,992,879 Dilutive income (loss) per share Income (loss) from continuing operations $ 1.36 $ 0.00 $ (0.90 ) Loss from discontinued operations 0.00 0.00 (0.18 ) Net income (loss) per share - diluted $ 1.36 $ 0.00 $ (1.08 ) 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: 2018 2017 2016 Series A Convertible Preferred Stock — — 3,974,525 Common stock options 1,019,390 545,693 1,812,404 Class B-1 Common Stock Options — — 3,344,572 Restricted stock units 87,720 537 385,220 Performance share units 84,809 — — |
Stock Compensation
Stock Compensation | 12 Months Ended |
Dec. 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 and may be granted in the form of options, restricted stock, RSUs, stock appreciation rights, dividend equivalent rights, share awards and performance-based awards (including performance share units and performance-based restricted stock). Share-based compensation expense included in SG&A expenses totaled $15.1 million in 2018 , $19.8 million in 2017 and $43.2 million in 2016 . We recognized a windfall tax benefit of $12.7 million in 2017, which includes a benefit of $14.1 million in the U.S. offset by disallowances in our foreign subsidiaries of $1.4 million . There were no material related tax benefits for the years 2018 or 2016 . As of December 31, 2018 , there were $ 21.2 million of total unrecognized compensation expense related to non-vested share-based compensation arrangements. This cost is expected to be recognized over the remaining weighted-average vesting period of 2.0 years. During the fourth quarter of 2016 , we recorded $21.3 million of share-based compensation associated with cash payments to participants of our stock incentive plan. These payments consisted of $4.09 per vested common option, $6.96 per vested B-1 common option and $4.09 per restricted stock unit. In addition, we modified the terms of most unvested options, reducing the exercise prices by $4.09 and $6.96 for common and B-1 common options, respectively, resulting in additional share-based compensation expense of $0.9 million in 2016 . Key assumptions used in valuing the option modification were as follows: Expected volatility range 34.56% - 48.09% Expected dividend yield rate 0.00% Weighted average term (in years) 2.57 - 7.06 Risk free rate 0.94% - 1.63% Stock Options – Generally, stock option awards vest ratably each year on the anniversary date over a 3 to 5 -year period, have an exercise term of 10 years and any vested options must be exercised within 90 days of the employee leaving the Company. The compensation cost of option awards is charged to expense based upon the graded-vesting method over the vesting periods applicable to the option awards. The graded-vesting method provides for vesting of portions of the overall awards at interim dates and results in greater expense in earlier years than the straight-line method. When options are granted, we calculate the fair value of common and Class B-1 Common Stock options using multiple Black-Scholes option valuation models. Expected volatilities are based upon a selection of public guideline companies. The risk-free rate was based upon U.S. Treasury rates. Key assumptions used in the valuation models were as follows for the years ended December 31: 2018 2017 2016 Expected volatility 34.81% - 39.68% 37.36% - 42.83% 43.57% - 52.72% Expected dividend yield rate 0.00% 0.00% 0.00% Weighted average term (in years) 5.50 - 6.50 5.50 - 6.50 5.50 - 7.50 Weighted average grant date fair value $12.98 $11.51 $17.84 Risk free rate 2.04% - 2.96% 1.83% - 2.19% 1.47% - 1.77% The following table represents stock option activity: Shares Weighted Average Exercise Price Per Share Aggregate Intrinsic Value (millions) Weighted Average Remaining Contract Term in Years Outstanding as of January 1, 2016 5,288,096 $ 19.06 Granted 367,400 37.12 Exercised (245,014) 19.91 Forfeited (253,506) 16.82 Balance as of December 31, 2016 5,156,976 $ 20.40 Issued upon conversion of class B-1 common stock 2,494,553 11.13 Granted 505,122 27.78 Exercised (2,781,055) 11.67 Forfeited (448,928) 15.01 Balance as of December 31, 2017 4,926,668 $ 14.56 Granted 838,912 32.16 Exercised (1,548,484) 13.79 Forfeited (884,391) 18.80 Balance as of December 31, 2018 3,332,705 $ 18.22 $ 7.2 6.3 Exercisable as of December 31, 2018 1,898,585 $ 13.37 $ 5.8 5.0 RSUs – RSUs are subject to the continued service of the recipient through the vesting date, which is generally 12 to 60 months from issuance. Once vested, the recipient will receive one share of common stock for each restricted stock unit. Prior to the IPO, the grant-date fair value per share used for RSUs was determined using the aggregate value of our common equity, as determined by a third-party valuation firm, as of the most recent calendar quarter-end and applying a 10% discount based upon reflecting the differential economic rights and preferences of the Preferred or the ESOP common shares relative to the common shares, with that amount rounded down to the nearest whole percent. After the IPO, the grant-date fair value per share used for RSUs was determined using the closing price of our common stock on the NYSE on the date of the grant. We apply this grant-date fair value per share to the total number of shares that we anticipate will fully vest and amortize the fair value to compensation expense over the vesting period using the straight-line method. In February 2018, we granted 314,267 RSUs to our Chairman of the Board and interim CEO which vested daily through the first anniversary of the date of grant, subject to continuous employment. On June 30, 2018, 208,364 RSUs were forfeited at the end of his interim service. The following table represents RSU activity: Shares Weighted Average Grant-Date Fair Value Per Share Outstanding January 1, 2017 385,220 $ 22.00 Granted - non-employee directors 23,245 31.22 Granted - employee 342,727 28.73 Vested (175,110) 18.40 Forfeited (13,714) 26.02 Balance as of December 31, 2017 562,368 $ 27.51 Granted - non-employee directors 341,983 31.62 Granted - employee 424,944 27.15 Vested (124,560) 25.21 Forfeited (530,867) 29.69 Balance as of December 31, 2018 673,868 $ 28.07 PSUs – In the first quarter of 2018, we issued PSUs pursuant to the Omnibus Equity Plan. The PSUs are subject to continued employment of the recipient through the vesting date, which is on the third anniversary of the grant. Once vested, the recipient will receive one share of common stock for each vested PSU. The number of PSUs that vest is determined by a payout factor consisting of equally weighted performance measures of Adjusted EBITDA and free cash flow and is adjusted based upon a market condition measured by our relative total shareholder return (“TSR”) as compared to the TSR of the Russell 3000 index. The fair value of the award is estimated using a Monte Carlo simulation approach in a risk-neutral framework to model future stock price movements based on historical volatility, risk free rates of return and correlation matrix. The following table represents PSU activity for the awarded shares at target performance measures. Shares Weighted Average Grant-Date Fair Value Per Share Outstanding as of December 31, 2017 — $ — Granted - employee 193,763 31.60 Forfeited (19,093) 33.31 Balance as of December 31, 2018 174,670 $ 31.41 |
Impairment and Restructuring Ch
Impairment and Restructuring Charges | 12 Months Ended |
Dec. 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 consolidated statements of operations. In 2018 , we recorded $7.2 million of charges in Australia related to plant consolidations and personnel restructuring. In Europe, we recorded $6.1 million of charges primarily related to personnel restructuring. In North America, we recorded $6.1 million of charges related to plant consolidations and personnel restructuring as well as exiting two leased corporate buildings offset by $2.1 million of reduction in expense due to a favorable tax ruling related to a prior divestiture. In 2017 , we recorded $6.8 million of restructuring charges in the U.S. mostly related to a reduction in work force in the fourth quarter. In Europe we recorded charges of $3.6 million related to two building impairments and various personnel restructuring. In Canada we recorded charges of $2.7 million mostly related to consolidation of operations. In 2016 , we recorded $6.8 million of impairment and restructuring charges in Europe, including $3.8 million related to restructuring and plant closures of a recent acquisition and $3.0 million related to various personnel restructuring across Europe. In Australasia, we recorded charges of $2.4 million mostly related to a site closure and restructuring of a recent acquisition. In North America, we recorded $4.6 million of charges including $2.5 million of various termination benefits and $2.1 million of other impairment and restructuring charges. The table below summarizes the amounts included in impairment and restructuring charges in the accompanying consolidated statements of operations: (amounts in thousands) 2018 2017 2016 Closed operations $ 360 $ 1,479 $ 1,778 Continuing operations 870 — 1,203 Impairments $ 1,230 $ 1,479 $ 2,981 Restructuring charges, net of fair value adjustment gains 16,098 11,577 10,866 Total impairment and restructuring charges $ 17,328 $ 13,056 $ 13,847 Short-term restructuring accruals are recorded in accrued expenses and totaled $6.6 million and $7.2 million as of December 31, 2018 and December 31, 2017 , respectively. Long-term restructuring accruals are recorded in deferred credits and other liabilities and totaled $2.0 million and $3.9 million as of December 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 December 31, 2018 Severance and sales restructuring costs $ 7,232 $ 11,767 $ (13,646 ) $ 5,353 Disposal of property and equipment — 289 (289 ) — Lease obligations and other 3,807 4,043 (4,563 ) 3,287 Total $ 11,039 $ 16,099 $ (18,498 ) $ 8,640 December 31, 2017 Severance and sales restructuring costs $ 836 $ 9,492 $ (3,096 ) $ 7,232 Disposal of property and equipment — 190 (190 ) — Lease obligations and other 4,183 1,895 (2,271 ) 3,807 Total $ 5,019 $ 11,577 $ (5,557 ) $ 11,039 December 31, 2016 Severance and sales restructuring costs $ 5,424 $ 7,448 $ (12,036 ) $ 836 Disposal of property and equipment — (71 ) 71 — Lease obligations and other 3,083 3,489 (2,389 ) 4,183 Total $ 8,507 $ 10,866 $ (14,354 ) $ 5,019 |
Interest Expense
Interest Expense | 12 Months Ended |
Dec. 31, 2018 | |
Other Income and Expenses [Abstract] | |
Interest Expense | Interest Expense Interest expense is net of capitalized interest. Capitalized interest incurred during the construction phase of significant property and equipment additions totaled $1.8 million in 2018 , $0.9 million in 2017 and $1.7 million in 2016 . We made interest payments of $68.9 million in 2018 , $66.1 million in 2017 and $73.9 million in 2016 . Interest expense also includes debt issuance costs that are amortized using the effective interest method. We allocated interest expense to discontinued operations of $0.6 million in 2016 . |
Other (Income) Expense
Other (Income) Expense | 12 Months Ended |
Dec. 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 consolidated statements of operations: (amounts in thousands) 2018 2017 2016 Foreign currency (gains) losses $ (10,196 ) $ 10,426 $ 3,580 Legal settlement income (7,541 ) (2,456 ) (9,671 ) Pension benefit expense 6,975 12,616 12,738 Other items (2,208 ) (2,482 ) (5,237 ) Settlement of contract escrow — (2,247 ) — Total other (income) expense $ (12,970 ) $ 15,857 $ 1,410 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. In July 2016, we entered into a confidential settlement agreement on a commercial matter in our North America segment that originated in 2011, pursuant to which we received $8.4 million . We recorded the gain associated with this settlement in other income in the accompanying consolidated statements of operations. Prior period balances in the table above have been reclassified to conform to current-period presentation. |
Derivative Financial Instrument
Derivative Financial Instruments | 12 Months Ended |
Dec. 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 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. See Note 28 - Fair Value Measurements for additional information on the fair value of our derivative assets and liabilities. 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. To mitigate the exposure, we enter into a variety of foreign currency derivative contracts, such as forward contracts, option collars, and cross-currency hedges. We use foreign currency derivative contracts, with a total notional amount of $127.3 million , 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 $72.1 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 $185.3 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 $7.8 million at December 31, 2018 and losses of $6.3 million , and $0.9 million at December 31, 2017 , and 2016, respectively. Interest rate 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 15 - Long-Term Debt ), we terminated all of the interest rate swaps which had outstanding notional amounts aggregating to $914.3 million and recorded a loss on termination of $3.6 million in consolidated other comprehensive income (loss), which will be amortized as interest expense over the life of the original interest rate swaps. The unamortized, pre-tax balance of this loss recorded in consolidated other comprehensive income (loss) was $1.3 million and $3.4 million at December 31, 2018 and 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: (amounts in thousands) Notional (1) Weighted Average Rate 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 $2.1 million , $8.9 million and $5.0 million of interest expense deriving from the interest rate swaps during the years ended December 31, 2018 , 2017 , and 2016 respectively. The agreements with our counterparties contained 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 contained 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 2018 2017 Derivatives not designated as hedging instruments: Foreign currency forward contracts Other current assets $ 8,234 $ 2,235 Derivatives liabilities (amounts in thousands) Balance Sheet Location 2018 2017 Derivatives not designated as hedging instruments: Foreign currency forward contracts Accrued expenses and other current liabilities $ 1,161 $ 2,905 |
Fair Value of Financial Instrum
Fair Value of Financial Instruments | 12 Months Ended |
Dec. 31, 2018 | |
Fair Value Disclosures [Abstract] | |
Fair Value of Financial Instruments | Fair Value of Financial Instruments We record financial assets and liabilities at fair value based on FASB guidance related to fair value measurements. The guidance requires fair value to be determined based on the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants at the measurement date. There are three levels of inputs that may be used to measure fair value: Level 1 – Quoted prices in active markets for identical assets or liabilities. Level 2 – Quoted market-based inputs or unobservable inputs that are corroborated by market data. Level 3 – Unobservable inputs that are not corroborated by market data. The recorded carrying amounts and fair values of these instruments were as follows: 2018 (amounts in thousands) Carrying Amount Total Fair Value Level 1 Level 2 Level 3 Assets measured at NAV (a) Assets: Cash equivalents $ 30 $ 30 $ — $ 30 $ — $ — Derivative assets, recorded in other current assets 8,234 8,234 — 8,234 — — Pension plan assets: Cash and short-term investments 7,254 7,254 — 7,254 — — U.S. Government and agency obligations 24,622 24,622 24,622 — — — Corporate and foreign bonds 90,490 90,490 — 90,490 — — Asset-backed securities — — — — — — Equity securities 22,378 22,378 22,378 — — — Mutual funds 60,099 60,099 — 60,099 — — Common and collective funds 110,596 110,596 — — — 110,596 Liabilities: Senior notes $ 800,000 $ 692,000 $ — $ 692,000 $ — $ — Term loans 474,058 455,545 — 455,545 — — Derivative liabilities, recorded in accrued expenses and deferred credits 1,161 1,161 — 1,161 — — 2017 (amounts in thousands) Carrying Amount Total Fair Value Level 1 Level 2 Level 3 Assets measured at NAV (a) Assets: Cash equivalents $ 44,091 $ 44,091 $ — $ 44,091 $ — $ — Derivative assets, recorded in other current assets 2,235 2,235 — 2,235 — — Pension plan assets: Cash and short-term investments 17,859 17,859 — 17,859 — — U.S. Government and agency obligations 25,122 25,122 25,122 — — — Corporate and foreign bonds 98,432 98,432 — 98,432 — — Asset-backed securities 839 839 — 839 — — Equity securities 32,444 32,444 32,444 — — — Mutual funds 80,352 80,352 — 80,352 — — Common and collective funds 100,697 100,697 — — — 100,697 Liabilities: Senior notes $ 800,000 $ 807,000 $ — $ 807,000 $ — $ — Term loans 440,568 442,218 — 442,218 — — Derivative liabilities, recorded in accrued expenses and deferred credits 2,905 2,905 — 2,905 — — (a) Certain pension assets that are measured at fair value using the NAV per share (or its equivalent) practical expedient have not been classified in the fair value hierarchy. These include investments in large cap equity and commingled real estate funds. Redemption of these funds is not subject to restriction. Derivative assets and liabilities reported in level 2 include foreign currency contracts. See Note 27- Derivative Financial Instruments for additional information about our derivative assets and liabilities. The non-financial assets that are measured at fair value on a non-recurring basis are presented below: 2018 (amounts in thousands) Carrying Value Total Fair Value Level 1 Level 2 Level 3 Total Losses Continuing operations $ 48 $ 48 — — $ 48 $ 175 Total $ 48 $ 48 $ — $ — $ 48 $ 175 2017 (amounts in thousands) Carrying Value Total Fair Value Level 1 Level 2 Level 3 Total Losses Closed operations $ 914 $ 914 $ — $ — $ 914 $ 1,473 Total $ 914 $ 914 $ — $ — $ 914 $ 1,473 |
Commitment and Contingencies
Commitment and Contingencies | 12 Months Ended |
Dec. 31, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Litigation – We are involved in various legal proceedings, claims, and government audits arising in the ordinary course of business. We record our best estimate of a loss when the loss is considered probable and the amount of such loss can be reasonably estimated. Legal judgments and estimated settlements have been included in accrued expenses in the accompanying consolidated balance sheets. When a loss is probable and there is a range of estimated loss with no best estimate within the range, we record the minimum estimated liability related to the lawsuit or claim. As additional information becomes available, we assess the potential liability related to pending litigation and claims and revise our accruals if necessary. Because of uncertainties related to the resolution of lawsuits and claims, the ultimate outcome may differ materially from our estimates. In the opinion of management and based on the liability accruals provided, other than as described below, as of December 31, 2018 , there are no current proceedings or litigation matters involving the Company or its property that we believe would have a material adverse effect on our consolidated financial position or cash flows, although they could have a material adverse effect on our operating results for a particular reporting period. Steves & Sons, Inc. 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, a competitor in the molded door skins market, together with subsequent price increases and other alleged acts and omissions, violated antitrust laws and constituted a breach of contract and breach of warranty. Specifically, the complaint alleges that our acquisition of CMI substantially lessened competition in the molded door skins market. The complaint seeks declaratory relief, ordinary and treble damages, and injunctive relief, including divestiture of certain assets acquired in the CMI acquisition. In February 2018, a jury in the Eastern District of Virginia returned a verdict that was unfavorable to JWI with respect to Steves’ claims that our acquisition of CMI violated Section 7 of the Clayton Act and found that JWI breached the supply agreement between the parties. The verdict awarded Steves $12.2 million for past damages under both the Clayton Act and breach of contract claims and $46.5 million in future lost profits under the Clayton Act claim. In October 2018, the presiding judge vacated a portion of the jury verdict, reducing the contract damages award by $2.2 million . 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 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. On October 5, 2018, the presiding judge issued an opinion finding that a remedy of divestiture is an appropriate remedy. On December 7, 2018, the presiding judge granted in part and denied in part Steves’ request for declaratory relief. On December 20, 2018, the presiding judge entered a Final Judgment Order, granting divestiture and conditionally awarding monetary damages in the event the divestiture order is overturned. Steves moved to amend on January 11, 2019. JELD-WEN has filed a renewed motion for judgment as a matter of law and a motion for a new trial, and 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. However, based upon the recent rulings described above, in the third quarter of 2018 the Company recorded a charge of $76.5 million associated with this loss contingency included in SG&A in the accompanying consolidated statement of operations. The charge reflects the judgment anticipated to be entered against the Company, including the trebling of $12.2 million of past damages under the Clayton Act, and estimated legal fees. The charge does not include any amount for lost profits or divestiture. Steves has indicated its intention to elect divestiture, rather than lost profits. Any judgment entered that awards lost profits, if ultimately upheld after exhaustion of our appellate remedies, 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. On May 11, 2018, a jury in the Eastern District of Virginia returned a verdict on our trade secrets claims against Steves and awarded damages in the amount of $1.2 million . The presiding judge has entered a judgment in our favor for those amounts. On November 30, 2018, the presiding judge denied our request for a permanent injunction. Our other claims remain pending in Bexar County, Texas. In Re: Interior Molded Doors Antitrust Litigation - On October 19, 2018, Grubb Lumber Company, on behalf of itself and others similarly situated, filed a putative class action lawsuit against us and one of our competitors in the doors market, Masonite Corporation (“Masonite”) in the Eastern District of Virginia. We subsequently received additional complaints from and on behalf of direct and indirect purchasers of interior molded doors. The suits have been consolidated into two separate actions, a Direct Purchaser Action and an Indirect Purchaser Action. The suits allege that Masonite and we violated Section 1 of the Sherman Act, and in the Indirect Purchaser Action, related state law antitrust and consumer protection laws, by engaging in a scheme to artificially raise, fix, maintain, or stabilize the prices of interior molded doors in the United States. The complaints seek unquantified ordinary and treble damages, declaratory relief, interest, costs and attorneys’ fees. The Company believes the claims lack merit and intends to vigorously defend against the actions. At this early stage of the proceedings, we are unable to conclude that a loss is probable or to estimate the potential magnitude of any loss in the matters, although a loss could have a material adverse effect on our operating results, consolidated financial position or cash flows. Self-Insured Risk – We self-insure substantially all of our domestic business liability risks including general liability, product liability, warranty, personal injury, auto liability, workers’ compensation and employee medical benefits. Excess insurance policies from independent insurance companies generally cover exposures between $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 December 31, 2018 and December 31, 2017 , our accrued liability for self-insured risks was $73.8 million and $73.3 million respectively. Indemnifications – At December 31, 2018 , we had commitments related to certain representations made in 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 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) December 31, December 31, Self-insurance workers’ compensation $ 22,312 $ 21,072 Environmental 14,552 14,452 Liability and other insurance 18,988 12,900 Other 10,870 6,650 Total outstanding performance bonds and stand-by letters of credit $ 66,722 $ 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 current laws and regulations. Accordingly, it is likely that adjustments to the estimated liabilities will be necessary as additional information becomes available. Short-term environmental liabilities and settlements are recorded in accrued expenses in the accompanying consolidated balance sheets and totaled $0.5 million at both December 31, 2018 and December 31, 2017 . Long-term environmental liabilities are recorded in deferred credits and other liabilities in the accompanying consolidated balance sheets. No long-term environmental liabilities were recorded at December 31, 2018 and $0.1 million were recorded at December 31, 2017 . Everett, Washington WADOE Action - In 2008 , we entered into an Agreed Order with the WADOE to assess historic environmental contamination and remediation feasibility at our former manufacturing site in Everett, Washington. As part of this agreement, we also agreed to develop a CAP, arising from the feasibility assessment. We are currently working with WADOE to finalize our RI/FS (Remedial Investigation and Feasibility Study), and, once final, we will develop the CAP. We estimate the remaining cost to complete our RI/FS and develop the CAP at $0.5 million , which we have fully accrued. However, because we cannot at this time we cannot reasonably estimate the cost associated with any remedial actions we would be required to undertake and have not provided accruals for any remedial action in our accompanying consolidated financial statements. Towanda, Pennsylvania Consent Order - In 2015, we entered into a COA with the PaDEP to remove a pile of wood fiber waste from our site in Towanda, Pennsylvania, which we acquired in connection with our acquisition of CMI in 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 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 our public share price. We do not anticipate that we will fund future distributions. Purchase Obligations - As of December 31, 2018, we have purchase obligations of $ 6.5 million due in 2019 and $ 2.5 million due in 2020-2021. These purchase obligations are primarily relating to raw materials purchase agreements and software hosting services. Purchase obligations are defined as purchase agreements that are enforceable and legally binding and that specify all significant terms, including quantity, price, and the approximate timing of the transaction. Lease Commitments – We have various operating lease agreements primarily for facilities, manufacturing equipment, airplanes and vehicles. These obligations generally have remaining non-cancelable terms. Minimum annual lease payments are as follows (amounts in thousands): Continuing Operations 2019 $ 49,128 2020 43,794 2021 30,885 2022 24,020 2023 19,352 Thereafter 33,943 $ 201,122 Rent expense from continuing operations was $63.7 million in 2018 , $50.0 million in 2017 and $45.8 million in 2016 . Rent expense from discontinued operations was $0.1 million in 2016 . There was no rent expense from discontinued operations in 2018 or 2017 . |
Employee Retirement and Pension
Employee Retirement and Pension Benefits | 12 Months Ended |
Dec. 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. Beginning in 2017, we moved from utilizing a weighted average discount rate, which was derived from the yield curve used to measure the pension benefit obligation at the beginning of the period, to a spot rate yield curve to estimate the pension benefit obligation and net periodic benefits costs. The change in estimate provides a more accurate measurement of service and interest cost by applying the spot rate that could be used to settle each projected cash flow individually. This change in estimate did not have a material effect on net periodic benefit costs for the year s ended December 31, 2018 or 2017 . The components of net periodic benefit cost are summarized as follows for the years ended December 31: (amounts in thousands) Components of pension benefit expense - U.S. benefit plan 2018 2017 2016 Service cost $ 4,170 $ 3,870 $ 3,320 Interest cost 13,180 13,371 16,387 Expected return on plan assets (20,769 ) (17,940 ) (19,990 ) Amortization of net actuarial pension loss 9,314 12,680 12,264 Pension benefit expense $ 5,895 $ 11,981 $ 11,981 Discount rate 3.47% 3.94% 4.25% Expected long-term rate of return on assets 6.25% 6.25% 7.00% Compensation increase rate N/A N/A N/A The new mortality tables published by the Society of Actuaries in 2014 were adopted in 2014 and represent our best estimate of future experience for the base mortality table. The Society of Actuaries has released annual updates to the mortality improvement projection scale that was first released in 2014, with the most recent annual update being Scale MP-2018. We adopted the use of Scale MP-2018 as of December 31, 2018 as it represents our best estimate of future mortality improvement projection experience as of the measurement date. We developed the discount rate based on the plan’s expected benefit payments using the Willis Towers Watson RATE:Link 10:90 Yield Curve. Based on this analysis, we selected a 4.27% discount rate for our projected benefit obligation. As the discount rate is reduced or increased, the pension obligation would increase or decrease, respectively, and future pension expense would increase or decrease, respectively. In the fourth quarter of 2016, we corrected through other comprehensive income a $3.7 million increase to our pension liability for a change in the retirement age assumption for vested terminated participants based upon a 2015 experience study. The change in retirement age should have been reflected in our 2015 actuarial estimate and was immaterial to the current and prior periods. Pension benefit expense from amortization of net actuarial pension loss is estimated to be $8.9 million in 2019 . We maintain policies for investment of pension plan assets. The policies set forth stated objectives and a structure for managing assets, which includes various asset classes and investment management styles that, in the aggregate, are expected to produce a sufficient level of diversification and investment return over time and provide for the availability of funds for benefits as they become due. The policies also provide guidelines for each investment portfolio that control the level of risk assumed in the portfolio and ensure that assets are managed in accordance with stated objectives. The plan invests primarily in publicly-traded equity and debt securities as directed by the plan’s investment committee. The pension plan’s expected return assumption is based on the weighted average aggregate long-term expected returns of various actively managed asset classes corresponding to the plan’s asset allocation. We have selected an expected return on plan assets based on a historical analysis of rates of return, our investment mix, market conditions and other factors. The fair value of plan assets decreased in 2018 due primarily to investment losses and benefit payments in excess of our discretionary contribution and increased in 2017 due primarily to investment returns in excess of benefit payments and our discretionary contribution. (amounts in thousands) Change in fair value of plan assets - U.S. benefit plan 2018 2017 Balance as of January 1, $ 339,751 $ 295,995 Actual return on plan assets (20,466 ) 52,559 Company contribution 4,125 10,000 Benefits paid (15,965 ) (14,948 ) Administrative expenses paid (4,682 ) (3,855 ) Balance at period end $ 302,763 $ 339,751 The plan’s investments as of December 31 are summarized below: % of Plan Assets Summary of plan investments - U.S. benefit plan 2018 2017 Equity securities 7.4 7.3 Debt securities 38.0 35.3 Other 54.6 57.4 100.0 100.0 The plan’s projected benefit obligation is determined by using weighted-average assumptions made on December 31, of each year as summarized below: (amounts in thousands) Change in projected benefit obligation - U.S. benefit plan 2018 2017 Balance as of January 1, $ 435,696 $ 405,310 Service cost 4,170 3,870 Interest cost 13,180 13,371 Actuarial loss (48,463 ) 31,948 Benefits paid (15,965 ) (14,948 ) Administrative expenses paid (4,682 ) (3,855 ) Balance at period end $ 383,936 $ 435,696 Discount rate 4.27% 3.47% Compensation increase rate N/A N/A As of December 31, 2018 , the plan’s estimated benefit payments for the next ten years are as follows (amounts in thousands): 2019 $ 17,623 2020 18,376 2021 19,232 2022 20,002 2023 20,667 2024-2028 111,159 The company made cash contributions to the plan of $4.1 million and $10.0 million for the year ended December 31, 2018 and 2017, respectively. During fiscal year 2019 , we expect to make cash contributions to the plan of approximately $7.7 million . The plan’s accumulated benefit obligation of $383.9 million is determined by taking the projected benefit obligation and removing the impact of the assumed compensation increases. The plan’s funded status as of December 31 is as follows: (amounts in thousands) Unfunded pension liability - U.S. benefit plan 2018 2017 Projected benefit obligation at end of period $ 383,936 $ 435,696 Fair value of plan assets at end of period (302,763 ) (339,751 ) Unfunded pension liability 81,173 95,945 Current portion — — Long-term unfunded pension liability $ 81,173 $ 95,945 The current portion of the unfunded pension liability is recorded in accrued payroll and benefits and is equal to the expected employer contributions in the following year. Net actuarial pension losses are recorded in consolidated other comprehensive income (loss) for the years ended December 31 are as follows: (amounts in thousands) Accumulated other comprehensive income (loss) - U.S. benefit plan 2018 2017 2016 Net actuarial pension loss beginning of period $ 112,632 $ 127,982 $ 130,052 Amortization of net actuarial loss (9,314 ) (12,680 ) (12,264 ) Net (gain) loss occurring during year (7,228 ) (2,670 ) 10,194 Net actuarial pension loss at end of period 96,090 112,632 127,982 Tax benefit (5,344 ) (9,583 ) (15,041 ) Net actuarial pension loss at end of period, net of tax $ 90,746 $ 103,049 $ 112,941 Non-U.S. Defined Benefit Plans – We have several other defined benefit plans located outside the U.S. that are country specific. Some of these plans remain open to participants and others are closed. The expenses related to these plans are recorded in the consolidated statements of operations and are determined by using weighted-average assumptions made on January 1 of each year as summarized below for the years ended December 31. During 2018, we discovered that certain expenses and benefit obligations related to defined benefit plans in Europe had been omitted from the certain prior year disclosures. The disclosures below have been revised to include these plans for the years ended December 31, 2017 and 2016. The revision had no impact on the consolidated balance sheets, statements of operations or cash flows as there was no change in the amounts recorded. (amounts in thousands) Components of pension benefit expense - Non-U.S. benefit plans 2018 2017 2016 Service cost $ 2,070 $ 1,668 $ 1,341 Interest cost 1,417 1,272 1,218 Expected return on plan assets (833 ) (700 ) (714 ) Amortization of net actuarial pension loss 189 145 351 Pension benefit expense $ 2,843 $ 2,385 $ 2,196 Discount rate 0.2% - 9.0% 0.8% - 7.2% 0.7% - 8.3% Expected long-term rate of return on assets 0.0% - 5.3% 0.0% - 5.7% 0.0% - 5.3% Compensation increase rate 0.5% - 7.0% 0.5% - 7.0% 0.5% - 7.0% Non-U.S. pension benefit expenses from amortization of net actuarial pension losses are estimated to be $0.7 million in 2019 . (amounts in thousands) Change in fair value of plan assets - Non-U.S. benefit plans 2018 2017 Balance as of January 1, $ 15,994 $ 13,596 Actual return on plan assets (33 ) 1,232 Company contribution 250 277 Benefits paid (2,046 ) (198 ) Administrative expenses paid (25 ) (49 ) Cumulative translation adjustment (1,464 ) 1,136 Balance at period end $ 12,676 $ 15,994 The investments of the non-U.S. plans as of December 31 are summarized below: % of Plan Assets Summary of plan investments - Non-U.S. benefit plans 2018 2017 Equity securities 48.4 48.3 Debt securities 20.8 22.0 Other 30.8 29.7 100.0 100.0 The projected benefit obligation for the non-U.S. plans is determined by using weighted-average assumptions made on December 31, of each year as summarized below: (amounts in thousands) Change in projected benefit obligation - Non-U.S. benefit plans 2018 2017 Balance as of January 1, $ 41,406 $ 35,113 Pension obligation acquired 4,891 — Service cost 2,242 1,683 Interest cost 956 1,251 Actuarial loss 776 1,250 Benefits paid (4,481 ) (1,143 ) Administrative expenses paid (25 ) (49 ) Cumulative translation adjustment (2,962 ) 3,301 Balance at period end $ 42,803 $ 41,406 Discount rate 0.2% - 3.1% 0.8% - 5.1% Compensation increase rate 0.5% - 2.5% 0.5% - 2.8% As of December 31, 2018 , the estimated benefit payments for the non-U.S. plans over the next ten years are as follows (amounts in thousands): 2019 $ 2,600 2020 2,386 2021 2,849 2022 2,476 2023 2,788 2024-2028 68,462 The accumulated benefit obligations of $32.5 million for the non-U.S. plans are determined by taking the projected benefit obligation and removing the impact of the assumed compensation increases. We expect to contribute $10.6 million to the non-U.S. plans in 2019 . The funded status of these plans as of December 31 are as follows: (amounts in thousands) Unfunded pension liability - Non-U.S. benefit plans 2018 2017 Projected benefit obligation at end of period $ 42,803 $ 41,406 Fair value of plan assets at end of period (12,676 ) (15,994 ) Net pension liability $ 30,127 $ 25,412 Long-term unfunded pension liability $ 26,349 $ 20,641 Current portion 5,295 6,674 Total unfunded pension liability $ 31,644 $ 27,315 Total overfunded pension liability $ 1,517 $ 1,903 The current portion of the unfunded pension liability is recorded in accrued payroll and benefits in the accompanying consolidated balance sheets and is equal to the expected employer contributions in the following year. The overfunded pension liability is recorded in long-term other assets in the accompanying consolidated balance sheets. Net actuarial pension losses are recorded in consolidated other comprehensive income (loss) for the years ended December 31 are as follows: (amounts in thousands) Accumulated other comprehensive income (loss) - Non-U.S. benefit plans 2018 2017 2016 Net actuarial pension loss beginning of period $ 7,359 $ 6,781 $ 5,160 Amortization of net actuarial loss (1,442 ) (149 ) (10 ) Net gain occurring during year 1,462 742 1,621 Cumulative translation adjustment 71 (15 ) 10 Net actuarial pension loss at end of period 7,450 7,359 6,781 Tax benefit (1,911 ) (1,886 ) (1,785 ) Net actuarial pension loss at end of period, net of tax $ 5,539 $ 5,473 $ 4,996 Other Defined Contribution Plans –We have several other defined contribution plans located outside the U.S. that are country specific. Other plans that are characteristically defined contribution plans have accrued liabilities of $2.6 million and $2.1 million , respectively, at December 31, 2018 and December 31, 2017 . The total compensation expense for non-U.S. defined contribution plans was $27.0 million in 2018 , $23.8 million in 2017 and $23.3 million in 2016 . |
Supplemental Cash Flow Informat
Supplemental Cash Flow Information | 12 Months Ended |
Dec. 31, 2018 | |
Supplemental Cash Flow Elements [Abstract] | |
Supplemental Cash Flow Information | Supplemental Cash Flow Information (amounts in thousands) 2018 2017 2016 Cash Investing Activities: Change in notes receivable Issuances of notes receivable $ (77 ) $ (61 ) $ (68 ) Cash received on notes receivable 351 2,052 1,035 $ 274 $ 1,991 $ 967 Non-cash Investing Activities: Property, equipment and intangibles purchased in accounts payable $ 6,961 $ 15,099 $ 1,340 Property and equipment purchased for debt 32,262 791 1,438 Notes receivable and accrued interest from employees and directors settled with return of JWH stock — 183 — Customer accounts receivable converted to notes receivable 110 393 1,276 Cash Financing Activities: Proceeds from issuance of new debt, net of discount $ 38,823 $ 1,240,000 $ 374,063 Borrowings on long-term debt 104,419 5,334 763 Payments of long-term debt (72,422 ) (1,618,641 ) (16,844 ) Payments of debt issuance and extinguishment costs, including underwriting fees (352 ) (16,358 ) (8,146 ) Change in long-term debt $ 70,468 $ (389,665 ) $ 349,836 Change in notes payable Payments on notes payable — (205 ) (180 ) $ — (205 ) (180 ) Non-cash Financing Activities: Prepaid insurance funded through short-term debt borrowings $ 2,757 $ 2,662 2,954 Shares surrendered for tax obligations for employee share-based transactions in accrued liabilities 7 569 — Accounts payable converted to installment notes 12,886 — — Other Supplemental Cash Flow Information: Cash taxes paid, net of refunds $ 46,295 $ 22,532 $ 26,797 Cash interest paid 68,892 66,060 73,920 |
Quarterly Financial Data (unaud
Quarterly Financial Data (unaudited) | 12 Months Ended |
Dec. 31, 2018 | |
Quarterly Financial Information Disclosure [Abstract] | |
Quarterly Financial Data (unaudited) | Quarterly Financial Data (unaudited) Summarized quarterly financial data for the years ended December 31, 2018 and 2017 are as follows: Three Months Ended Mar. 31, 2018 Jun. 30, 2018 Sep. 29, 2018 Dec. 31, 2018 (dollars in thousands) Statements of Operations Data: Net revenues $ 946,179 $ 1,172,497 $ 1,136,949 $ 1,091,078 Gross margin 205,853 248,807 241,789 227,285 Operating income 38,165 71,098 7,613 55,782 Income before taxes and equity earnings 35,508 58,641 (2,721 ) 44,149 Net income 40,271 35,452 28,885 39,665 Net income attributable to common shareholders 40,265 35,511 28,879 39,705 Net income per share basic $ 0.38 $ 0.34 $ 0.28 $ 0.39 Net income per share diluted $ 0.37 $ 0.33 $ 0.27 $ 0.38 Three Months Ended Apr. 1, 2017 Jul. 1, 2017 Sep. 30, 2017 Dec. 31, 2017 (dollars in thousands) Statements of Operations Data: Net revenues (a) $ 847,853 $ 948,788 $ 991,325 $ 975,783 Gross margin (b) 181,687 231,295 227,894 208,546 Operating income (c) 40,821 86,823 86,446 49,818 Income before taxes and equity earnings 8,199 63,408 63,242 10,906 Net income (loss) 6,428 46,778 51,275 (93,690 ) Net (loss) income attributable to common shareholders (4,034 ) 46,778 51,275 (93,690 ) Net (loss) income per share basic $ (0.05 ) $ 0.45 $ 0.49 $ (0.89 ) Net (loss) income per share diluted $ (0.05 ) $ 0.43 $ 0.47 $ (0.89 ) (a) As a result of our retrospective application of ASU 2017-07, Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost and to conform with current-period presentation of revenues, we reclassified certain amounts in our statement of operations that were previously reported in our quarterly periods. These revisions were $66 for April 1, 2017, $52 for July 1, 2017, $(83) for September 30, 2017, $(220) for December 31, 2017. (b) As a result of our retrospective application of ASU 2017-07, Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost and to conform with current-period presentation of revenues, we reclassified certain amounts in our statement of operations that were previously reported in our quarterly periods. These revisions were $322 for April 1, 2017, $294 for July 1, 2017, $303 for September 30, 2017, $305 for December 31, 2017. (c) As a result of our retrospective application of ASU 2017-07, Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost and to conform with current-period presentation of revenues, we reclassified certain amounts in our statement of operations that were previously reported in our quarterly periods. These revisions were $3,131 for April 1, 2017, $3,103 for July 1, 2017, $3,111 for September 30, 2017, $4,495 for December 31, 2017. During the fourth quarter of 2017, the Tax Act lowered our U.S. federal tax rate which reduced the valuation of our net deferred tax assets, resulting in an additional tax expense of approximately $21.1 million . In addition, the Tax Act resulted in an additional estimated foreign repatriation tax charge of $11.3 million . See Note 17 - Income Taxes for further detail. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2018 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events We have evaluated subsequent events from the balance sheet date through March 1, 2019 , and determined that there are no other items to disclose . |
SCHEDULE I - CONDENSED FINANCIA
SCHEDULE I - CONDENSED FINANCIAL INFORMATION OF JELD-WEN HOLDING, INC. | 12 Months Ended |
Dec. 31, 2018 | |
Condensed Financial Information Disclosure [Abstract] | |
SCHEDULE I - CONDENSED FINANCIAL INFORMATION OF JELD-WEN HOLDING, INC. | CONDENSED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) For the Years Ended December 31, (amounts in thousands, except share and per share data) 2018 2017 2016 Selling, general and administrative $ 15,924 $ 23,457 $ 48,195 Equity in earnings of subsidiaries 159,882 33,860 424,946 Other (income) expense Interest income (36 ) (35 ) (57 ) Interest expense 45 73 65 Other (411 ) (426 ) (438 ) Income before taxes 144,360 10,791 377,181 Income tax (benefit) expense — — — Net income $ 144,360 $ 10,791 $ 377,181 Comprehensive income (loss): Net income $ 144,360 $ 10,791 $ 377,181 Other comprehensive (loss) income, net of tax Equity in comprehensive (loss) income of subsidiaries (49,476 ) 101,835 (34,194 ) Total other comprehensive (loss) income, net of tax (49,476 ) 101,835 (34,194 ) Total comprehensive income $ 94,884 $ 112,626 $ 342,987 CONDENSED BALANCE SHEETS (amounts in thousands, except share and per share data) December 31, 2018 December 31, 2017 ASSETS Current assets Cash and cash equivalents $ 2,289 $ 3,830 Receivable from subsidiaries 1,000 — Other current assets 20 15 Total current assets 3,309 3,845 Property and equipment, net 3,202 3,363 Investment in subsidiaries 909,712 885,070 Long-term notes receivable 147 147 Total assets $ 916,370 $ 892,425 LIABILITIES AND EQUITY Current liabilities Accounts payable $ 37 $ 744 Current payable to subsidiaries 2,649 2,126 Accrued expenses and other current liabilities 75 227 Notes payable and current maturities of long-term debt 757 981 Total current liabilities 3,518 4,078 Long-term debt 205 963 Total liabilities 3,723 5,041 Commitments and contingencies (Note 5) Shareholders’ equity Common Stock: 900,000,000 shares authorized, par value $0.01 per share, 101,310,862 shares outstanding as of December 31, 2018; 900,000,000 shares authorized, par value $0.01 per share, 105,990,483 shares outstanding as of December 31, 2017 1,013 1,060 Additional paid-in capital 658,593 652,666 Retained earnings 253,041 233,658 Total shareholders’ equity 912,647 887,384 Total liabilities, convertible preferred shares, and shareholders’ equity $ 916,370 $ 892,425 CONDENSED STATEMENTS OF CASH FLOWS For the Years Ended December 31, (amounts in thousands) 2018 2017 2016 OPERATING ACTIVITIES Net income $ 144,360 $ 10,791 $ 377,181 Adjustments to reconcile net income to cash used in operating activities: Depreciation 161 139 139 Litigation settlement funded by subsidiaries — — — Income from subsidiaries investment (159,882 ) (33,860 ) (424,946 ) Other items, net 538 191 (205 ) Payment to option holders funded by subsidiaries — — 20,739 Stock-based compensation 15,052 19,785 22,464 Net change in operating assets and liabilities, net of effect of acquisitions: Receivables and payables from subsidiaries 123,366 (24,020 ) (1,296 ) Other assets (5 ) (15 ) (5,253 ) Accounts payable and accrued expenses (859 ) (882 ) 1,092 Net cash provided by (used in) operating activities 122,731 (27,871 ) (10,085 ) INVESTING ACTIVITIES Additional Investment in subsidiaries — (480,306 ) — Cash received on notes receivable — 17 16 Proceeds from sales of subsidiaries' shares — 30,181 32,605 Distribution received from subsidiaries 1,500 1,000 382,400 Net cash provided by (used in) investing activities 1,500 (449,108 ) 415,021 FINANCING ACTIVITIES Distributions paid — — (404,198 ) Payments of long-term debt (982 ) (861 ) (728 ) Employee note repayments 39 26 223 Common stock issued for exercise of options 201 1,029 1,187 Common stock repurchased (125,030 ) — — Proceeds from sale of common stock, net of underwriting fees and commissions — 480,306 — Payments associated with initial public offering — (2,066 ) — Net cash (used in) provided by financing activities (125,772 ) 478,434 (403,516 ) Net (decrease) increase in cash and cash equivalents (1,541 ) 1,455 1,420 Cash, cash equivalents and restricted cash, beginning 3,830 2,375 955 Cash, cash equivalents and restricted cash, ending $ 2,289 $ 3,830 $ 2,375 Accounting policies adopted in the preparation of this condensed parent company only financial information are the same as those adopted in the consolidated financial statements and described in Note 1 - Description of Company and Summary of Significant Accounting Policies, of the consolidated financial statements included in this Form 10-K. Nature of Business – JELD-WEN Holding, Inc., (the “Parent Company”) (a Delaware corporation) was formed by Onex Partners III LP to effect the acquisition of JELD-WEN, Inc. and had no activities prior to the acquisition of JELD-WEN, Inc. on October 3, 2011. The Parent Company is a holding company with no material operations of its own that conducts substantially all of its activities through its direct subsidiary, JELD-WEN Inc. and its subsidiaries. The accompanying condensed parent-only financial information includes the accounts of the Parent Company and, on an equity basis, its direct and indirect subsidiaries and affiliates. Accordingly, these condensed financial statements have been presented on a “parent-only” basis. Under a parent-only presentation, the Parent Company’s investments in subsidiaries are presented under the equity method of accounting. These parent-only financial statements should be read in conjunction with the JELD-WEN Holding, Inc. and subsidiaries consolidated financial statements included elsewhere herein. The condensed parent-only financial statements have been prepared in accordance with Rule 12-04, Schedule I of Regulation S-X as the restricted net assets of the subsidiaries of the Company exceed 25% of the consolidated net assets of the Company. The ability of the Company’s operating subsidiaries to pay dividends may be restricted due to the terms of the subsidiaries’ financing arrangements (see Note 15 - Long-Term Debt to the consolidated financial statements). Property and Equipment – Property and equipment is recorded at cost. The cost of major additions and betterments are capitalized and depreciated using the straight-line method over their estimated useful lives while replacements, maintenance and repairs that do not improve or extend the useful lives of the related assets or adapt the property to a new or different use are expensed as incurred. Depreciation is generally provided over the following estimated useful service lives: Buildings 15 - 45 years Property and Equipment, Net (amounts in thousands) 2018 2017 Buildings $ 3,632 $ 3,636 Total depreciable assets 3,632 3,636 Accumulated depreciation (430 ) (273 ) Total property and equipment, net $ 3,202 $ 3,363 Depreciation expense was $0.2 million in the years ended December 31, 2018 , and $0.1 million in the years ended 2017 and 2016 , respectively. Long-Term Debt (amounts in thousands) 2018 Year-end Effective Interest Rate 2018 2017 Installment notes for stock 3.50% - 5.50% $ 962 $ 1,944 Current maturities of long-term debt (757 ) (981 ) $ 205 $ 963 Maturities by year: 2019 $ 757 2020 205 2021 — 2022 — 2023 — Thereafter — $ 962 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 December 31, 2018 , we had $1.0 million outstanding under these notes. Stock Compensation For discussion of stock compensation expense of the Parent Company and its subsidiaries, see Note 23 - Stock Compensation , to the consolidated financial statements. Commitments and Contingencies For discussion of the commitments and contingencies of the subsidiaries of the Parent Company see Note 29 - Commitments and Contingencies , to the consolidated financial statements. Supplemental Cash Flow (amounts in thousands) 2018 2017 2016 Non-cash Investing Activities: Notes receivable and accrued interest from employees and directors settled with return of JWH stock $ — $ 183 $ — Dividend from subsidiary settled with payable to subsidiary 132,295 — — Non-cash Financing Activities: Shares surrendered for tax obligations for employee share-based transactions in accrued liabilities $ 7 $ 569 $ — Costs associated with initial public offering formerly capitalized in prepaid expenses — 5,857 — Subsidiary non-cash director notes and accrued interest activity — — 2,068 |
Description of Company and Summ
Description of Company and Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2018 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation – As a result of our retrospective application of ASU 2017-07, Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost , we reclassified certain amounts in our statement of operations for the year ended December 31, 2017 and December 31, 2016 as noted below. See “Recently Adopted Accounting Standards ” below for additional information. |
Recently Adopted Accounting Standards and Recent Accounting Standards Not Yet Adopted | Recently Adopted Accounting Standards – In May 2017, the FASB issued ASU No. 2017-09, Compensation - Stock Compensation (Topic 718): Scope of Modification Accounting . The ASU provides guidance as to 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 our 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 consolidated statements of operations. We adjusted our consolidated statements of operations in all comparative periods presented as noted in “Basis of Presentation,” above and within Note 32 - Quarterly Financial Data (unaudited) . 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 (loss) 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. In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers (ASC 606) as modified by subsequently issued ASU No. 2016-08 - Principal versus Agent Considerations (Reporting Revenue Gross versus Net) and ASU Nos. 2015-14, 2016-10, 2016-12 and 2016-20 (collectively ASU No. 2014-09). ASU No. 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 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 606-10-50-14. 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 21 - Revenue Recognition for additional information. Recent Accounting Standards Not Yet Adopted – In August 2018, the FASB issued ASU No. 2018-15, Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That is a Service Contract, which clarifies the accounting treatment for implementation costs for cloud computing arrangements (hosting arrangements) that are service contracts. This guidance is effective for fiscal years beginning after December 15, 2019, including interim periods within that fiscal year. Early adoption is permitted. We are currently assessing the effect that this ASU will have on our financial statements and disclosures. In August 2018, the FASB issued ASU No. 2018-14, Compensation - Retirement Benefits - Defined Benefit Plans - General (Subtopic 715-20): Disclosure Framework - Changes to the Disclosure Requirements for Defined Benefit Plans, which adds, modifies and clarifies several disclosure requirements for employers that sponsor defined benefit pension or other post retirement plans. This guidance is effective for fiscal years ending after December 15, 2020. Early adoption is permitted. We are currently assessing the effect that this ASU will have on our disclosures. In August 2018, the FASB issued ASU No. 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework - Changes to the Disclosure Requirements for Fair Value Measurement, which adds, modifies and removes several disclosure requirements relative to the three levels of inputs used to measure fair value in accordance with Topic 820, Fair Value Measurement . This guidance is effective for fiscal years beginning after December 15, 2019, including interim periods within that fiscal year. Early adoption is permitted. We are currently assessing the effect that this ASU will have on our disclosures. In June 2018, the FASB issued ASU No. 2018-07 - Compensation - Stock Compensation (Topic 718) Improvements to Non-employee Share-Based Payment Accounting, which simplifies the accounting for share-based payments granted to nonemployees for goods and services. Under ASU No. 2018-07, most of the guidance on such payments to non-employees would be aligned with the requirements for share-based payments granted to employees. 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. The adoption of this guidance is not expected to have a material impact on our consolidated financial statements. In February 2018, the FASB issued ASU No. 2018-02, Income Statement - Reporting Comprehensive Income (Topic 220): Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income, which allows a reclassification from accumulated other comprehensive income (loss) 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. The adoption of this guidance is not expected to have a material impact on our consolidated financial statements. 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. In October 2018, the FASB issued ASU No. 2018-16, ASU 2018-16, Derivatives and Hedging (Topic 815): Inclusion of the Secured Overnight Financing Rate (SOFR) Overnight Index Swap (OIS) Rate as a Benchmark Interest Rate for Hedge Accounting Purposes, which adds the overnight index swap rate (OIS) rate based on the secured overnight financing rate as a fifth U.S. benchmark interest rate. 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 June 2016, the FASB issued ASU No. 2016-13, Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. The standard requires the measurement and recognition of expected credit losses for financial assets held at amortized cost and adds an impairment model that is based on expected losses rather than incurred losses. This guidance is effective for fiscal years beginning after December 15, 2019. Early adoption is permitted. We are currently assessing the effect that this ASU will have on internal processes and our disclosures. In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842) Section A - Leases: Amendments to the FASB Accounting Standards Codification . 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 finalizing our lease population, reviewing key terms and information of lease data included within our technology solution and evaluating and testing financial outputs that will impact our financial statements. We will adopt the practical expedients outlined in ASU 2018-01, Leases (Topic 842) Land Easement Practical Expedient for transition to ASC 842 , the additional transition method outlined in ASU 2018-11, Leases (Topic 842) Targeted Improvements, and the accounting policy election outlined in ASU 2018-20, Leases (Topic 842) Narrow-scope Improvements for Lessors . Under this new transition method, we will apply the new standard at the adoption date and recognize a cumulative-effect adjustment to the opening balance of retained earnings in the period of adoption. The adoption of this standard will result in the recognition of a lease liability and related right-of-use asset (at their present values) related to predominantly all of the annual minimum lease payments disclosed in Note 29 - Commitments and Contingencies . These balances will be materially adjusted for renewal options applied on the date of adoption relating to leases we plan to extend beyond the minimum term on the lease. We expect the adoption of this standard will materially impact our consolidated balance sheet. In addition, to conform with current-period presentation of revenues, we reclassified certain amounts in our statement of operations for the year ended December 31, 2017 and December 31, 2016 . The reclassification was not material to our previously issued financial statements and is summarized in the “Reclassification” column in the table below. Year Ended December 31, 2017 (amounts in thousands, except per share data) As Reported ASU 2017-07 Re-classification * As Revised Consolidated Statement of Operations: Net revenues $ 3,763,934 $ — $ (185 ) $ 3,763,749 Cost of sales 2,915,736 — (1,409 ) 2,914,327 Gross margin 848,198 — 1,224 849,422 Selling, general and administrative 585,074 (12,616 ) — 572,458 Operating income 250,068 12,616 1,224 263,908 Other expense 2,017 12,616 1,224 15,857 Year Ended December 31, 2016 (amounts in thousands, except per share data) As Reported ASU 2017-07 Re-classification * As Revised Consolidated Statement of Operations: Net revenues $ 3,666,799 $ — $ 143 $ 3,666,942 Cost of sales 2,892,248 — (1,354 ) 2,890,894 Gross margin 774,551 — 1,497 776,048 Selling, general and administrative 565,619 (12,738 ) — 552,881 Operating income 195,085 12,738 1,497 209,320 Other expense (12,825 ) 12,738 1,497 1,410 * Note: reclassification relates entirely to revenue in our North America segment. All U.S. dollar and other currency amounts, except per share amounts, are presented in thousands unless otherwise noted. |
Fiscal Year | Fiscal Year – We operate on a fiscal calendar year, and each interim quarter is comprised of two 4 -week periods and one 5 -week period, with each week ending on a Saturday. Our fiscal year always begins on January 1 and ends on December 31. As a result, our first and fourth quarters may have more or fewer days included than a traditional 91 -day fiscal quarter. |
Use of Estimates | Use of Estimates – The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect amounts reported in the consolidated financial statements and related notes. Significant items that are subject to such estimates and assumptions include, but are not limited to, long-lived assets including goodwill and other intangible assets, employee benefit obligations, income tax uncertainties, contingent assets and liabilities, provisions for bad debt, inventory, warranty liabilities, legal claims, valuation of derivatives, environmental remediation and claims relating to self-insurance. Actual results could differ due to the uncertainty inherent in the nature of these estimates. |
Segment Reporting | Segment Reporting – Our reportable segments are organized and managed principally by geographic region: North America, Europe and Australasia. We report all other business activities in Corporate and unallocated costs. In addition to similar economic characteristics, we also consider the following factors in determining the reportable segments: the nature of business activities, the management structure directly accountable to our chief operating decision maker for operating and administrative activities, the discrete financial information regularly reviewed by the chief operating decision maker, and information presented to the Board of Directors and investors. No segments have been aggregated for our presentation. |
Acquisitions | Acquisitions – We apply the provisions of FASB ASC Topic 805, Business Combinations , in the accounting for our acquisitions. It requires us to recognize separately from goodwill the assets acquired and the liabilities assumed, at their acquisition date fair values. Goodwill as of the acquisition date is measured as the excess of consideration transferred and the net of the acquisition date fair values of the assets acquired and the liabilities assumed. While we use our best estimates and assumptions to accurately value assets acquired and liabilities assumed at the acquisition date as well as contingent consideration, where applicable, our estimates are inherently uncertain and subject to refinement. As a result, during the measurement period, which may be up to one year from the acquisition date, material adjustments must be reflected in the reporting period in which the adjustment amount is determined. Upon the conclusion of the measurement period or final determination of the values of assets acquired or liabilities assumed, whichever comes first, any subsequent adjustments are recorded in the current period in our consolidated statements of operations. For a given acquisition, we may identify certain pre-acquisition contingencies as of the acquisition date and may extend our review and evaluation of these pre-acquisition contingencies throughout the measurement period in order to obtain sufficient information to assess whether we include these contingencies as a part of the fair value estimates of assets acquired and liabilities assumed and, if so, to determine their estimated amounts. If we cannot reasonably determine the fair value of a pre-acquisition contingency (non-income tax related) by the end of the measurement period, we will recognize an asset or a liability for such pre-acquisition contingency if: (a) it is probable that an asset existed or a liability had been incurred at the acquisition date and (b) the amount of the asset or liability can be reasonably estimated. Subsequent to the measurement period, changes in our estimates of such contingencies will affect earnings and could have a material effect on our results of operations and financial position. In addition, uncertain tax positions and tax related valuation allowances assumed in connection with a business combination are initially estimated as of the acquisition date. We re-evaluate these items quarterly based upon facts and circumstances that existed as of the acquisition date. Subsequent to the measurement period or our final determination of the tax allowance’s or contingency’s estimated value, whichever comes first, changes to these uncertain tax positions and tax related valuation allowances will affect our provision for income taxes in our consolidated statements of operations and could have a material impact on our results of operations and financial position. |
Cash and Cash Equivalents | Cash and Cash Equivalents – We consider all highly-liquid investments purchased with an original or remaining maturity at the date of purchase of three months or less to be cash equivalents. Our cash management system is designed to maintain zero bank balances at certain banks. Checks written and not presented to these banks for payment are reflected as book overdrafts and are a component of accounts payable. |
Restricted Cash | Restricted Cash – Restricted cash consists primarily of cash deposits required to meet certain bank guarantees and projected self-insurance obligations. New funding is generated from employees’ portion of contributions and is added to the deposit account weekly as claims are paid. |
Accounts Receivables | Accounts Receivable – Accounts receivable are recorded at their net realizable value. Our customers are primarily retailers, distributors and contractors. As of December 31, 2018 , one customer accounted for 16.0% of the consolidated accounts receivable balance. As of December 31, 2017 , one customer accounted for 16.9% of the consolidated accounts receivable balance. We maintain allowances for doubtful accounts for estimated losses resulting from the inability of our customers to make required payments. We estimate the allowance for doubtful accounts based on a variety of factors including the length of time receivables are past due, the financial health of our customers, unusual macroeconomic conditions and historical experience. If the financial condition of a customer deteriorates or other circumstances occur that result in an impairment of a customer’s ability to make payments, we record additional allowances as needed. We write off uncollectible trade accounts receivable against the allowance for doubtful accounts when collection efforts have been exhausted and/or any legal action taken by us has concluded. |
Inventories | Inventories – Inventories in the accompanying consolidated balance sheets are valued at the lower of cost or net realizable value and are determined by the first-in, first-out (“FIFO”) or average cost methods. We record provisions to write-down obsolete and excess inventory to its estimated net realizable value. The process for evaluating obsolete and excess inventory requires us to make subjective judgments and estimates concerning future sales levels, quantities and prices at which such inventory will be able to be sold in the normal course of business. Accelerating the disposal process or incorrect estimates of future sales potential may cause actual results to differ from the estimates at the time such inventory is disposed or sold. We classify certain inventories that are available for sale directly to external customers or used in the manufacturing of a finished good within raw materials. |
Notes Receivable | Notes Receivable – Notes receivable are recorded at their net realizable value. The balance consists primarily of installment notes and affiliate notes. The allowance for doubtful notes is based upon historical loss trends and specific reviews of delinquent notes. We write off uncollectible note receivables against the allowance for doubtful accounts when collection efforts have been exhausted and/or any legal action taken by us has been concluded. Current maturities and interest, net of short-term allowance are reported as other current assets. |
Customer Displays | Customer Displays – Customer displays include all costs to manufacture, ship and install the displays of our products in retail store locations. Capitalized display costs are included in other assets and are amortized over the life of the product lines, typically 3 to 4 years . |
Property and Equipment | Property and Equipment – Property and equipment are recorded at cost. The cost of major additions and betterments are capitalized and depreciated using the straight-line method over their estimated useful lives while replacements, maintenance and repairs that do not improve or extend the useful lives of the related assets or adapt the property to a new or different use are expensed as incurred. Interest over the construction period is capitalized as a component of cost of constructed assets. Upon sale or retirement of property or equipment, cost and related accumulated depreciation are removed from the accounts and any gain or loss is charged to income. Leasehold improvements are amortized over the shorter of the useful life of the improvement, the lease term, or the life of the building. Depreciation is generally provided over the following estimated useful service lives: Land improvements 10 - 20 years Buildings 15 - 45 years Machinery and equipment 3 - 20 years |
Intangible Assets | Intangible Assets –Intangible assets are accounted for in accordance with ASC 350, Intangibles – Goodwill and Other . Definite lived intangible assets are amortized based on the pattern of economic benefit over the following estimated useful lives: Trademarks and trade names 3 - 40 years Software 2 - 20 years Licenses and rights 5 - 15 years Customer relationships 2 - 20 years Patents 5 - 25 years The lives of definite lived intangible assets are reviewed and reduced if necessary whenever changes in their planned use occur. Legal and registration costs related to internally-developed patents and trademarks are capitalized and amortized over the lesser of their expected useful life or the legal patent life. Cost and accumulated amortization are removed from the accounts in the period that an intangible asset becomes fully amortized. The carrying value of intangible assets is reviewed by management to assess the recoverability of the assets when facts and circumstances indicate that the carrying value may not be recoverable. The recoverability test requires us to first compare undiscounted cash flows expected to be generated by that definite lived intangible asset or asset group to its carrying amount. If the carrying amounts of the definite lived intangible assets are not recoverable on an undiscounted cash flow basis, an impairment charge is recognized to the extent that the carrying amount exceeds its fair value. Fair value is determined through various valuation techniques. Our valuation of identifiable intangible assets acquired is based on information and assumptions available to us at the time of acquisition, using income and market approaches to determine fair value. We do not amortize our indefinite-lived intangible assets, but test for impairment annually, or when indications of potential impairment exist. For intangible assets other than goodwill, if the carrying value exceeds the fair value, we recognize an impairment loss in an amount equal to the excess. No material impairments were identified during fiscal years 2018 , 2017 and 2016 . We capitalize certain qualified internal use software costs during the application development stage and subsequently amortize these costs over the estimated useful life of the asset. Costs incurred during the preliminary project stage and post-implementation operation stage are expensed as incurred. |
Long-Lived Assets | Long-Lived Assets – Long-lived assets, other than goodwill, are reviewed for impairment whenever events or changes in circumstances indicate the carrying amount of such assets may not be recoverable. The first step in an impairment review is to forecast the expected undiscounted cash flows generated from the anticipated use and eventual disposition of the asset. If the expected undiscounted cash flows are less than the carrying value of the asset, then an impairment charge is required to reduce the carrying value of the asset to fair value. Long-lived assets currently available for sale and expected to be sold within one year are classified as held for sale in other current assets. |
Goodwill | Goodwill – Goodwill is tested for impairment on an annual basis and between annual tests if indicators of potential impairment exist, using a fair-value-based approach. Current accounting guidance provides an entity the option to perform a qualitative assessment to determine whether it is more-likely-than-not that the fair value of a reporting unit is less than its carrying amount prior to performing the two-step goodwill impairment test. If this is the case, the two-step goodwill impairment test is required. If it is more-likely-than-not that the fair value of a reporting unit is greater than its carrying amount, the two-step goodwill impairment test is not required. If the two-step goodwill impairment test is required, first, the fair value of the reporting unit is compared with its carrying amount (including attributable goodwill). If the fair value of the reporting unit is less than its carrying amount, an indication of goodwill impairment exists for the reporting unit and the entity must perform step two of the impairment test (measurement). Under step two, an impairment loss is recognized for any excess of the carrying amount of the reporting unit’s goodwill over the implied fair value of that goodwill. The implied fair value of goodwill is determined by allocating the fair value of the reporting unit in a manner similar to a purchase price allocation and the residual fair value after this allocation is the implied fair value of the reporting unit goodwill. Fair value of the reporting unit is determined using a discounted cash flow analysis. If the fair value of the reporting unit exceeds its carrying amount, step two does not need to be performed. We estimated the fair value of our reporting units using a discounted cash flow model (implied fair value measured on a non-recurring basis using level 3 inputs). Inherent in the development of the discounted cash flow projections are assumptions and estimates derived from a review of our expected revenue growth rates, profit margins, business plans, cost of capital and tax rates. Changes in assumptions or estimates used in our goodwill impairment testing could materially affect the determination of the fair value of a reporting unit, and therefore, could eliminate the excess of fair value over carrying value of a reporting unit and, in some cases, could result in impairment. Such changes in assumptions could be caused by items such as a loss of one or more significant customers, decline in the demand for our products due to changing economic conditions or failure to control cost increases above what can be recouped in sale price increases. These types of changes would negatively affect our profits, revenues and growth over the long term and such a decline could significantly affect the fair value assessment of our reporting units and cause our goodwill to become impaired. We have completed the required annual testing of goodwill for impairment for all reporting units and have determined that goodwill was not impaired in any years presented. |
Warranty Accrual | Warranty Accrual – Warranty terms range primarily from one year to lifetime on certain window and door components. Warranties are normally limited to replacement or service of defective components for the original customer. Some warranties are transferable to subsequent owners and are generally limited to ten years from the date of manufacture or require pro-rata payments from the customer. A provision for estimated warranty costs is recorded at the time of sale based on historical experience and we periodically adjust these provisions to reflect actual experience. |
Restructuring | Restructuring – Costs to exit or restructure certain activities of an acquired company or our internal operations are accounted for as one-time termination and exit costs as required by the provisions of FASB ASC 420, Exit or Disposal Cost Obligations , and are accounted for separately from any business combination. A liability for costs associated with an exit or disposal activity is recognized and measured at its fair value in our consolidated statements of operations in the period in which the liability is incurred. When estimating the fair value of facility restructuring activities, assumptions are applied regarding estimated sub-lease payments to be received, which can differ materially from actual results. This may require us to revise our initial estimates which may materially affect our results of operations and financial position in the period the revision is made. |
Derivative Financial Instruments | Derivative Financial Instruments – Derivative financial instruments have been used to manage interest rate risk associated with our borrowings and foreign currency exposures related to transactions denominated in currencies other than the U.S. dollar, or in the case of our non-U.S. companies, transactions denominated in a currency other than their functional currency. We record all derivative instruments in the consolidated balance sheets at fair value. Changes in a derivative’s fair value are recognized in earnings unless specific hedge criteria are met and we elect hedge accounting prior to entering into the derivative. If a derivative is designated as a fair value hedge, the changes in fair value of both the derivative and the hedged item attributable to the hedged risk are recognized in the results of operations. If the derivative is designated as a cash flow hedge, changes in the fair value of the derivative are recorded in consolidated other comprehensive income (loss) and subsequently classified to the consolidated statements of operations when the hedged item impacts earnings. At the inception of a fair value or cash flow hedge transaction, we formally document the hedge relationship and the risk management objective for undertaking the hedge. In addition, we assess both at inception of the fair value or cash flow hedge and on an ongoing basis, whether the derivative in the hedging transaction has been highly effective in offsetting changes in fair value or cash flows of the hedged item and whether the derivative is expected to continue to be highly effective. The impact of any ineffectiveness is recognized in our consolidated statements of operations. |
Revenue Recognition | Revenue Recognition – |
Shipping Costs | Shipping Costs – Shipping costs charged to customers are included in net revenues. The cost of shipping is included in cost of sales. |
Advertising Costs | Advertising Costs – All costs of advertising our products and services are charged to expense as incurred. |
Interest Expense and Extinguishment of Debt Costs | Interest Expense and Extinguishment of Debt Costs – We record the debt extinguishment cost separately in the consolidated statements of operations. During 2016 , interest expense was allocated to discontinued operations based on debt that was specifically attributable to those operations. |
Foreign Currency Translation and Adjustments | Foreign Currency Translation and Adjustments – Typically, our foreign subsidiaries maintain their accounting records in their local currency. All of the assets and liabilities of these subsidiaries (including long-term assets, such as goodwill) are converted to U.S. dollars at the exchange rate in effect at the balance sheet date, income and expense accounts are translated at average rates for the period, and shareholder’s equity accounts are translated at historical rates. The effects of translating financial statements of foreign operations into our reporting currency are recognized as a cumulative translation adjustment in consolidated other comprehensive income (loss). This balance is net of tax, where applicable. The effects of translating financial statements of foreign operations in which the U.S. dollar is their functional currency are included in the consolidated statements of operations. The effects of translating intercompany debt are recorded in the consolidated statements of operations unless the debt is of a long-term investment nature in which case gains and losses are recorded in consolidated other comprehensive income (loss). Foreign currency transaction gains or losses are credited or charged to income as incurred. |
Income Taxes | Income Taxes – Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on the deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. We evaluate both the positive and negative evidence that is relevant in assessing whether we will realize the deferred tax assets. A valuation allowance is recorded when it is more likely than not that some of the deferred tax assets will not be realized. The tax effects from an uncertain tax position can be recognized in the consolidated financial statements, only if the position is more likely than not to be sustained, based on the technical merits of the position and the jurisdiction taxes of the Company. We recognize the financial statement benefit of a tax position only after determining that the relevant tax authority would more likely than not sustain the position following an audit and the tax related to the position would be due to the entity and not the owners. For tax positions meeting the more likely than not threshold, the amount recognized in the consolidated financial statements is the largest benefit that has a greater than 50 percent likelihood of being realized, upon ultimate settlement with the relevant tax authority. We apply this accounting standard to all tax positions for which the statute of limitations remains open. Changes in recognition or measurement are reflected in the period in which the change in judgment occurs. The Tax Act passed in December 2017 had significant effects on our financial statements. In accordance with Staff Accounting Bulletin No. 118 issued by the SEC in December 2017 immediately following the passage of the Tax Act, we made provisional estimates for certain direct and indirect effects of the Tax Act based on information available to us at that time. In the fourth quarter of 2018, we completed our accounting for all of the enactment-date income tax effects of the Tax Act and recorded adjustments as a component of income tax expense from continuing operations. The Tax Act subjects a U.S. shareholder to current tax on GILTI earned by certain foreign subsidiaries. The FASB Staff Q&A, Topic 740, No. 5, Accounting for Global Intangible Low-Taxed Income, states that we are permitted to make an accounting policy election to either recognize deferred taxes for temporary basis differences expected to reverse as GILTI in future years or provide for the tax expense related to such income in the year the tax is incurred. We have elected to account for the impact of GILTI in the period in which it is incurred. We file a consolidated federal income tax return in the U.S. and various states. For financial statement purposes, we calculate the provision for federal income taxes using the separate return method. Certain subsidiaries file separate tax returns in certain countries and states. Any U.S. federal, state and foreign income taxes refundable and payable are reported in other current assets and accrued income taxes payable in the consolidated balance sheets. The income taxes refundable and payable relating to the U.S. federal transition tax is reported in other assets in the consolidated balance sheets as of December 31, 2018 and in deferred credits and other liabilities as of December 31, 2017. We record interest and penalties on amounts due to tax authorities as a component of income tax expense (benefit) in the consolidated statements of operations. |
Contingent Liabilities | Contingent Liabilities – Contingent liabilities require significant judgment in estimating potential losses for legal claims. Each quarter, we review significant new claims and litigation for the probability of an adverse outcome. Estimates are recorded as liabilities when it is probable that a liability has been incurred and the amount of the loss is reasonably estimable. Disclosure is required when there is a reasonable possibility that the ultimate loss will materially exceed the recorded provision. Contingent liabilities are often resolved over long time periods. Estimating probable losses requires analysis of multiple forecasts that often depend on judgments about potential actions by third parties such as regulators, and the estimated loss can change materially as individual claims develop. |
Employee Retirement and Pension Benefits | Employee Retirement and Pension Benefits – We have a defined benefit plan available to certain U.S. hourly employees and several other defined benefit plans located outside of the U.S. that are country specific. The most significant of these plans is in the U.S. which is no longer open to new employees. Amounts relating to these plans are recorded based on actuarial calculations, which use various assumptions, such as discount rates and expected return on assets. See Note 30 - Employee Retirement and Pension Benefits . |
Description of Company and Su_2
Description of Company and Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Accounting Policies [Abstract] | |
Schedule of New Accounting Pronouncements and Changes in Accounting Principles | In addition, to conform with current-period presentation of revenues, we reclassified certain amounts in our statement of operations for the year ended December 31, 2017 and December 31, 2016 . The reclassification was not material to our previously issued financial statements and is summarized in the “Reclassification” column in the table below. Year Ended December 31, 2017 (amounts in thousands, except per share data) As Reported ASU 2017-07 Re-classification * As Revised Consolidated Statement of Operations: Net revenues $ 3,763,934 $ — $ (185 ) $ 3,763,749 Cost of sales 2,915,736 — (1,409 ) 2,914,327 Gross margin 848,198 — 1,224 849,422 Selling, general and administrative 585,074 (12,616 ) — 572,458 Operating income 250,068 12,616 1,224 263,908 Other expense 2,017 12,616 1,224 15,857 Year Ended December 31, 2016 (amounts in thousands, except per share data) As Reported ASU 2017-07 Re-classification * As Revised Consolidated Statement of Operations: Net revenues $ 3,666,799 $ — $ 143 $ 3,666,942 Cost of sales 2,892,248 — (1,354 ) 2,890,894 Gross margin 774,551 — 1,497 776,048 Selling, general and administrative 565,619 (12,738 ) — 552,881 Operating income 195,085 12,738 1,497 209,320 Other expense (12,825 ) 12,738 1,497 1,410 * Note: reclassification relates entirely to revenue in our North America segment. In addition, to conform with current-period presentation of revenues, we reclassified certain amounts in our statement of operations for the year ended December 31, 2017 and December 31, 2016 . The reclassification was not material to our previously issued financial statements and is summarized in the “Reclassification” column in the table below. Year Ended December 31, 2017 (amounts in thousands, except per share data) As Reported ASU 2017-07 Re-classification * As Revised Consolidated Statement of Operations: Net revenues $ 3,763,934 $ — $ (185 ) $ 3,763,749 Cost of sales 2,915,736 — (1,409 ) 2,914,327 Gross margin 848,198 — 1,224 849,422 Selling, general and administrative 585,074 (12,616 ) — 572,458 Operating income 250,068 12,616 1,224 263,908 Other expense 2,017 12,616 1,224 15,857 Year Ended December 31, 2016 (amounts in thousands, except per share data) As Reported ASU 2017-07 Re-classification * As Revised Consolidated Statement of Operations: Net revenues $ 3,666,799 $ — $ 143 $ 3,666,942 Cost of sales 2,892,248 — (1,354 ) 2,890,894 Gross margin 774,551 — 1,497 776,048 Selling, general and administrative 565,619 (12,738 ) — 552,881 Operating income 195,085 12,738 1,497 209,320 Other expense (12,825 ) 12,738 1,497 1,410 * Note: reclassification relates entirely to revenue in our North America segment. |
Property, Plant and Equipment | Leasehold improvements are amortized over the shorter of the useful life of the improvement, the lease term, or the life of the building. Depreciation is generally provided over the following estimated useful service lives: Land improvements 10 - 20 years Buildings 15 - 45 years Machinery and equipment 3 - 20 years (amounts in thousands) 2018 2017 Land improvements $ 34,060 $ 33,026 Buildings 501,659 468,355 Machinery and equipment 1,306,555 1,237,915 Total depreciable assets 1,842,274 1,739,296 Accumulated depreciation (1,138,898 ) (1,106,913 ) 703,376 632,383 Land 69,188 68,312 Construction in progress 70,839 56,016 Total property and equipment, net $ 843,403 $ 756,711 Depreciation expense was recorded as follows: (amounts in thousands) 2018 2017 2016 Cost of sales $ 85,357 $ 78,975 $ 78,608 Selling, general and administrative 8,699 7,835 7,839 Total depreciation expense $ 94,056 $ 86,810 $ 86,447 |
Schedule of Finite-Lived Intangible Assets | Definite lived intangible assets are amortized based on the pattern of economic benefit over the following estimated useful lives: Trademarks and trade names 3 - 40 years Software 2 - 20 years Licenses and rights 5 - 15 years Customer relationships 2 - 20 years Patents 5 - 25 years Changes in the carrying amount of intangible assets were as follows for the periods indicated: (amounts in thousands) Balance as of December 31, 2016 $ 115,725 Acquisitions 30,430 Acquisition remeasurements 16,282 Additions, (net of $137 write-offs) 12,719 Amortization (15,896 ) Currency translation 7,053 Balance as of December 31, 2017 $ 166,313 Acquisitions 70,057 Acquisition remeasurements (1,363 ) Additions, (net of $172 write-offs) 24,553 Amortization (22,208 ) Currency translation (11,799 ) Balance as of December 31, 2018 $ 225,553 The cost and accumulated amortization values of our intangible assets were as follows as of December 31: (amounts in thousands) 2018 Cost Accumulated Amortization Net Book Value Customer relationships and agreements $ 134,999 $ (45,418 ) $ 89,581 Software 62,147 (14,053 ) 48,094 Trademarks and trade names 57,513 $ (5,050 ) $ 52,463 Patents, licenses and rights 47,804 (12,389 ) 35,415 Total amortizable intangibles $ 302,463 $ (76,910 ) $ 225,553 (amounts in thousands) 2017 Cost Accumulated Amortization Net Book Value Customer relationships and agreements $ 105,485 $ (38,210 ) $ 67,275 Software 35,191 (10,814 ) 24,377 Trademarks and trade names 38,600 (3,544 ) 35,056 Patents, licenses and rights 47,385 (7,780 ) 39,605 Total amortizable intangibles $ 226,661 $ (60,348 ) $ 166,313 |
Acquisitions Acquisitions (Tabl
Acquisitions Acquisitions (Tables) | 12 Months Ended |
Dec. 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 Measurement Period Adjustment Revised Preliminary Allocation Fair value of identifiable assets and liabilities: Accounts receivable $ 58,714 $ (1,016 ) $ 57,698 Inventories 97,305 (8,069 ) 89,236 Other current assets 14,910 (6,137 ) 8,773 Property and equipment 53,128 26,170 79,298 Identifiable intangible assets 70,057 (1,363 ) 68,694 Goodwill 64,950 (4,600 ) 60,350 Other assets 7,283 (2,993 ) 4,290 Total assets $ 366,347 $ 1,992 $ 368,339 Accounts payable 29,512 (6,097 ) 23,415 Current maturities of long-term debt 17,278 803 18,081 Other current liabilities 27,595 4,041 31,636 Long-term debt 47,369 5,129 52,498 Other liabilities 17,735 (805 ) 16,930 Non-controlling interest (184 ) 235 51 Total liabilities $ 139,305 $ 3,306 $ 142,611 Purchase price: Cash consideration, net of cash acquired $ 169,002 $ (1,314 ) $ 167,688 Contingent consideration 3,898 — 3,898 Gain on previously held shares 20,767 — 20,767 Existing investment in acquired entity 33,483 — 33,483 Non-cash consideration related to acquired intercompany balances (108 ) — (108 ) Total consideration, net of cash acquired $ 227,042 $ (1,314 ) $ 225,728 |
Discontinued Operations and D_2
Discontinued Operations and Divestitures (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Discontinued Operations Results of Operations | The results of discontinued operations including the loss on sale of discontinued operations are summarized as follows for the years ended December 31: (amounts in thousands) 2018 2017 2016 Net revenues $ — $ — $ 7,593 Loss before tax and non-controlling interest — — (3,513 ) Loss from discontinued operations, net of tax — — (3,324 ) |
Accounts Receivable (Tables)
Accounts Receivable (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Receivables [Abstract] | |
Rollforward of Allowance for Doubtful Accounts | The following is a roll forward of our allowance for doubtful accounts as of December 31: (amounts in thousands) 2018 2017 2016 Balance as of January 1, $ (4,446 ) $ (3,839 ) $ (3,664 ) Acquisitions (Note 2) (1,668 ) (268 ) (755 ) Additions charged to expense (2,470 ) (1,227 ) (410 ) Deductions 2,210 1,260 1,057 Currency translation 384 (372 ) (67 ) Balance at period end $ (5,990 ) $ (4,446 ) $ (3,839 ) |
Inventories (Tables)
Inventories (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventory | (amounts in thousands) 2018 2017 Raw materials $ 371,168 $ 283,772 Work in process 42,822 35,734 Finished goods 99,248 85,847 Total inventories $ 513,238 $ 405,353 |
Other Current Assets (Tables)
Other Current Assets (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Schedule of Other Current Assets | (amounts in thousands) 2018 2017 Prepaid assets $ 30,974 $ 22,782 Refundable income taxes 9,677 4,234 Fair value of derivative instruments (Note 27) 8,234 2,235 Other 76 1,152 Total other current assets $ 48,961 $ 30,403 |
Property and Equipment, Net (Ta
Property and Equipment, Net (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment | Leasehold improvements are amortized over the shorter of the useful life of the improvement, the lease term, or the life of the building. Depreciation is generally provided over the following estimated useful service lives: Land improvements 10 - 20 years Buildings 15 - 45 years Machinery and equipment 3 - 20 years (amounts in thousands) 2018 2017 Land improvements $ 34,060 $ 33,026 Buildings 501,659 468,355 Machinery and equipment 1,306,555 1,237,915 Total depreciable assets 1,842,274 1,739,296 Accumulated depreciation (1,138,898 ) (1,106,913 ) 703,376 632,383 Land 69,188 68,312 Construction in progress 70,839 56,016 Total property and equipment, net $ 843,403 $ 756,711 Depreciation expense was recorded as follows: (amounts in thousands) 2018 2017 2016 Cost of sales $ 85,357 $ 78,975 $ 78,608 Selling, general and administrative 8,699 7,835 7,839 Total depreciation expense $ 94,056 $ 86,810 $ 86,447 |
Goodwill (Tables)
Goodwill (Tables) | 12 Months Ended |
Dec. 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 December 31, 2016 $ 187,376 $ 229,977 $ 69,567 $ 486,920 Acquisitions 30,251 8,569 8,934 47,754 Acquisition remeasurements (16,504 ) (2,734 ) (4,376 ) (23,614 ) Currency translation 437 32,350 5,216 38,003 Balance as of December 31, 2017 $ 201,560 $ 268,162 $ 79,341 $ 549,063 Acquisitions - preliminary allocation 17,645 30,167 17,138 64,950 Acquisition remeasurements 4,881 (3,317 ) (5,227 ) (3,663 ) Currency translation (524 ) (15,324 ) (8,560 ) (24,408 ) Balance as of December 31, 2018 $ 223,562 $ 279,688 $ 82,692 $ 585,942 |
Intangible Assets, Net (Tables)
Intangible Assets, Net (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Finite-Lived Intangible Assets | Definite lived intangible assets are amortized based on the pattern of economic benefit over the following estimated useful lives: Trademarks and trade names 3 - 40 years Software 2 - 20 years Licenses and rights 5 - 15 years Customer relationships 2 - 20 years Patents 5 - 25 years Changes in the carrying amount of intangible assets were as follows for the periods indicated: (amounts in thousands) Balance as of December 31, 2016 $ 115,725 Acquisitions 30,430 Acquisition remeasurements 16,282 Additions, (net of $137 write-offs) 12,719 Amortization (15,896 ) Currency translation 7,053 Balance as of December 31, 2017 $ 166,313 Acquisitions 70,057 Acquisition remeasurements (1,363 ) Additions, (net of $172 write-offs) 24,553 Amortization (22,208 ) Currency translation (11,799 ) Balance as of December 31, 2018 $ 225,553 The cost and accumulated amortization values of our intangible assets were as follows as of December 31: (amounts in thousands) 2018 Cost Accumulated Amortization Net Book Value Customer relationships and agreements $ 134,999 $ (45,418 ) $ 89,581 Software 62,147 (14,053 ) 48,094 Trademarks and trade names 57,513 $ (5,050 ) $ 52,463 Patents, licenses and rights 47,804 (12,389 ) 35,415 Total amortizable intangibles $ 302,463 $ (76,910 ) $ 225,553 (amounts in thousands) 2017 Cost Accumulated Amortization Net Book Value Customer relationships and agreements $ 105,485 $ (38,210 ) $ 67,275 Software 35,191 (10,814 ) 24,377 Trademarks and trade names 38,600 (3,544 ) 35,056 Patents, licenses and rights 47,385 (7,780 ) 39,605 Total amortizable intangibles $ 226,661 $ (60,348 ) $ 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: (amounts in thousands) 2018 2017 2016 Amortization expense $ 22,208 $ 15,896 $ 12,733 |
Estimated Future Amortization Expense | Estimated future amortization expense (amounts in thousands): 2019 $ 23,510 2020 24,045 2021 23,001 2022 21,981 2023 20,379 Thereafter 112,637 $ 225,553 |
Other Assets (Tables)
Other Assets (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Schedule of Other Assets | (amounts in thousands) 2018 2017 Customer displays $ 15,069 $ 12,702 Deposits 6,627 3,640 Long-term notes receivable 4,902 4,984 Overfunded pension benefit obligation 1,517 1,903 Other prepaid expenses 5,331 1,869 Other long-term accounts receivable 1,451 1,556 Debt issuance costs on unused portion of revolver facility 1,552 2,045 Long-term taxes receivable 800 — Investments (Note 11) 366 33,187 Total other assets $ 37,615 $ 61,886 |
Investments (Tables)
Investments (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Investments, All Other Investments [Abstract] | |
Schedule of Equity and Cost Method Investments | A summary of our equity and cost method investments, which are included in other assets in the accompanying consolidated balance sheets, is as follows: (amounts in thousands) Equity Cost Total Ending balance, December 31, 2016 $ 29,106 $ 370 $ 29,476 Equity earnings 3,639 — 3,639 Additions — 6 6 Other — 66 66 Ending balance, December 31, 2017 $ 32,745 $ 442 $ 33,187 Equity earnings 738 — 738 Acquired equity method investment (33,483 ) — (33,483 ) Other — (76 ) (76 ) Ending balance, December 31, 2018 $ — $ 366 $ 366 Net loans and advances to affiliates at December 31, 2017 $ 720 $ — $ 720 December 31, 2018 $ — $ — $ — |
Equity Method Investments | The combined financial position and results of operations for the equity method investment as of December 31 is summarized below: (amounts in thousands) 2018 2017 Assets Current assets $ — $ 96,127 Non-current assets — 23,539 Total assets $ — $ 119,666 Liabilities Current liabilities $ — $ 18,151 Non-current liabilities — 35,632 Total liabilities — 53,783 Net worth $ — $ 65,883 (amounts in thousands) 2018 2017 2016 Net sales $ 91,234 $ 354,964 $ 314,036 Gross profit 18,261 74,399 66,417 Net income 1,752 6,870 7,750 Adjustment for profit (loss) in inventory (138 ) 204 (84 ) Net income attributable to Company 738 3,639 3,791 |
Accrued Payroll and Benefit (Ta
Accrued Payroll and Benefit (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Payables and Accruals [Abstract] | |
Schedule of Accrued Payroll and Benefits | (amounts in thousands) 2018 2017 Accrued vacation $ 48,742 $ 49,398 Accrued payroll and commissions 23,746 16,421 Accrued bonuses 11,035 16,487 Accrued payroll taxes 11,214 15,974 Other accrued benefits 10,325 13,623 Non-U.S. defined contributions and other accrued benefits 9,722 10,309 Total accrued payroll and benefits $ 114,784 $ 122,212 |
Accrued Expenses and Other Cu_2
Accrued Expenses and Other Current Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Payables and Accruals [Abstract] | |
Schedule of Accrued Expenses and Other Current Liabilities | (amounts in thousands) 2018 2017 Current portion of legal claims provision $ 79,356 $ 4,137 Accrued sales and advertising rebates 69,199 73,585 Accrued expenses 25,434 23,530 Non-income related taxes 21,643 19,996 Current portion of warranty liability (Note 14) 20,529 19,547 Current portion of accrued claim costs relating to self-insurance programs 12,319 12,866 Current portion of deferred revenue (Note 21) 9,854 9,970 Current portion of restructuring accrual (Note 24) 6,635 7,162 Current portion of accrued income taxes payable 2,128 10,962 Accrued interest payable 2,016 1,945 Current portion of derivative liability (Note 27) 1,161 2,905 Total accrued expenses and other current liabilities $ 250,274 $ 186,605 |
Warranty Liability (Tables)
Warranty Liability (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Product Warranties Disclosures [Abstract] | |
Analysis of Warranty Liability | An analysis of our warranty liability is as follows: (amounts in thousands) 2018 2017 2016 Balance as of January 1 $ 46,256 $ 45,398 $ 44,891 Current period expense 21,822 17,674 17,992 Liabilities assumed due to acquisition 1,550 95 — Experience adjustments 1,227 (614 ) (3,846 ) Payments (23,410 ) (17,255 ) (13,527 ) Currency translation (977 ) 958 (112 ) Balance at period end 46,468 46,256 45,398 Current portion (20,529 ) (19,547 ) (18,240 ) Long-term portion $ 25,939 $ 26,709 $ 27,158 |
Long-Term Debt (Tables)
Long-Term Debt (Tables) | 12 Months Ended |
Dec. 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) December 31, 2018 Interest Rate December 31, December 31, Senior notes 4.63% - 4.88% $ 800,000 $ 800,000 Term loans 1.25% - 4.80% 474,058 440,568 Installment notes 1.90% - 8.10% 98,914 10,290 Revolving credit facilities 3.94% - 4.02% 85,000 — Mortgage notes 1.65% 30,375 33,517 Installment notes for stock 3.50% - 5.50% 962 1,944 Unamortized debt issuance costs (11,417 ) (12,616 ) 1,477,892 1,273,703 Current maturities of long-term debt (54,930 ) (8,770 ) Long-term debt $ 1,422,962 $ 1,264,933 |
Schedule of Future Maturities | Maturities by year: 2019 $ 54,930 2020 15,223 2021 20,063 2022 94,968 2023 43,247 Thereafter 1,249,461 $ 1,477,892 |
Deferred Credits and Other Li_2
Deferred Credits and Other Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Other Liabilities Disclosure [Abstract] | |
Deferred Credits and Other Liabilities | Included in deferred credits and other liabilities is the long-term portion of the following liabilities as of December 31: (amounts in thousands) 2018 2017 Warranty liability (Note 14) $ 25,939 $ 26,709 Headquarter lease liability (Note 7) — 19,860 Uncertain tax positions (Note 17) 18,951 14,519 Workers' compensation claims accrual 14,977 14,179 Other liabilities 8,971 9,444 Restructuring accrual (Note 24) 2,005 3,877 Over-market lease liabilities 1,126 2,142 Deferred income 69 609 Long term accrued income taxes payable (Note 17) — 11,275 Total deferred credits and other liabilities $ 72,038 $ 102,614 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | |
Schedule of Income before Income Tax, Domestic and Foreign | oss) before taxes, equity earnings and discontinued operations was comprised of the following for the years ended December 31: (amounts in thousands) 2018 2017 2016 Domestic (loss) income $ (1,679 ) $ (7,346 ) $ 25,042 Foreign income 137,256 153,101 105,278 Total income before taxes, equity earnings $ 135,577 $ 145,755 $ 130,320 |
Significant Components of the Provision for Income Taxes | Significant components of the provision for income taxes are as follows for the years ended December 31: (amounts in thousands) 2018 2017 2016 Federal $ (9,760 ) $ 11,699 $ 1,015 State 764 667 72 Foreign 35,714 29,461 18,274 Current taxes 26,718 41,827 19,361 Federal (23,475 ) 60,618 (164,765 ) State (12,847 ) 27,241 (74,882 ) Foreign 1,646 8,917 (26,108 ) Deferred taxes (34,676 ) 96,776 (265,755 ) Total (benefit) provision for income taxes $ (7,958 ) $ 138,603 $ (246,394 ) |
Schedule of Effective Income Tax Rate Reconciliation | Reconciliation of the U.S. federal statutory income tax rate to our effective tax rate is as follows for the years ended December 31: 2018 2017 2016 (amounts in thousands) Amount % Amount % Amount % Statutory rate $ 28,471 21.0 $ 51,015 35.0 $ 45,612 35.0 State income tax, net of federal benefit (1,294 ) (1.0) (4,784 ) (3.3) 221 0.2 Nondeductible expenses 1,097 0.8 1,950 1.3 1,797 1.4 Acquisition of ABS (10,189 ) (7.5) — — — — Equity based compensation 54 — (12,718 ) (8.7) 826 0.6 Deferred benefit on acquisitions — — (6,201 ) (4.2) — — Foreign tax rate differential 3,426 2.5 (17,959 ) (12.3) (12,237 ) (9.4) Tax rate differences and credits 96,231 71.0 (91,109 ) (62.5) 382 0.3 Uncertain tax positions 5,443 4.0 736 0.5 406 0.3 Foreign source dividends and deemed inclusions 17,657 13.0 86,119 59.1 1,992 1.5 Valuation allowance (85,876 ) (63.3) 98,156 67.3 (282,616 ) (216.9) IRS audit adjustments — — (699 ) (0.5) 113 0.1 Prior year correction — — — — (1,392 ) (1.1) U.S. Tax Reform (62,836 ) (46.3) 32,414 22.2 — — Other (142 ) (0.1) 1,683 1.2 (1,498 ) (1.1) Effective rate for continuing operations $ (7,958 ) (5.9) $ 138,603 95.1 $ (246,394 ) (189.1) Effective rate including discontinued operations $ (7,958 ) (5.9) $ 138,603 95.1 $ (246,394 ) (189.1) |
Schedule of Deferred Tax Assets and Liabilities | Significant deferred tax assets and liabilities are as follows as of December 31: (amounts in thousands) 2018 2017 Allowance for doubtful accounts and notes receivable $ 1,573 $ 1,102 Employee benefits and compensation 50,665 54,961 Net operating loss and tax credit carryforwards 214,828 292,957 Inventory 5,920 4,125 Deferred credits 635 889 Accrued liabilities and other 38,526 17,478 Gross deferred tax assets 312,147 371,512 Valuation allowance (57,571 ) (144,701 ) Deferred tax assets 254,576 226,811 Depreciation and amortization (58,441 ) (42,632 ) Investments and marketable securities 473 (9,702 ) Deferred tax liabilities (57,968 ) (52,334 ) Net deferred tax assets $ 196,608 $ 174,477 Balance sheet presentation: Long-term assets $ 207,065 $ 183,726 Long-term liabilities (10,457 ) (9,249 ) Net deferred tax assets $ 196,608 $ 174,477 |
Summary of Valuation Allowance | The following is the activity in our valuation allowance: (amounts in thousands) 2018 2017 2016 Balance as of January 1, $ (144,701 ) $ (40,118 ) $ (318,480 ) Valuation allowances established (260 ) — (1,489 ) Changes to existing valuation allowances 85,828 (105,453 ) 5,006 Release of valuation allowances — 2,006 272,291 Currency translation 1,562 (1,136 ) 2,554 Balance as of December 31, $ (57,571 ) $ (144,701 ) $ (40,118 ) |
Summary of Operating Loss Carryforwards | At December 31, 2018 , our federal, state and foreign NOL carryforwards totaled $1,477.7 million , of which $85.6 million does not expire and the remainder expires as follows (amounts in thousands): 2019 $ 9,254 2020 2,771 2021 11,955 2022 15,871 Thereafter 1,352,261 Total loss carryforwards $ 1,392,112 |
Summary of Tax Credit Carryforwards | Our tax credit carryforwards expire as follows: (amounts in thousands) EZ Credit R & E credit Foreign Tax Credit Work Opportunity & Welfare to Work Credit State Investment Tax Credits Tip Credit TOTAL 2019 $ — $ — $ — $ — $ — $ — $ — 2020 — — 12,975 — — — 12,975 2021 — — 14,990 — 76 — 15,066 2022 — — 1,061 — 1 — 1,062 2023 — — 5,735 — 1,797 — 7,532 Thereafter 68 6,614 11,485 6,823 1,720 102 26,812 $ 68 $ 6,614 $ 46,246 $ 6,823 $ 3,594 $ 102 $ 63,447 |
Summary of Income Tax Contingencies | A reconciliation of the beginning and ending amounts of unrecognized tax benefits excluding interest and penalties is as follows: (amounts in thousands) 2018 2017 2016 Balance as of January 1, $ 14,519 $ 12,054 $ 11,634 Increase for tax positions taken during the prior period 2,620 252 359 Decrease for settlements with taxing authorities (157 ) (788 ) — Increase for tax positions taken during the current period 300 107 — Currency translation (707 ) 1,626 (345 ) Balance at period end - unrecognized tax benefit 16,575 13,251 11,648 Accrued interest and penalties 2,376 1,268 406 $ 18,951 $ 14,519 $ 12,054 |
Segment Information (Tables)
Segment Information (Tables) | 12 Months Ended |
Dec. 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 Year Ended December 31, 2018 Total net revenues $ 2,462,268 $ 1,216,706 $ 681,160 $ 4,360,134 $ — $ 4,360,134 Intersegment net revenues (1,281 ) (905 ) (11,245 ) (13,431 ) — (13,431 ) Net revenues from external customers $ 2,460,987 $ 1,215,801 $ 669,915 $ 4,346,703 $ — $ 4,346,703 Depreciation and amortization $ 71,945 $ 31,132 $ 17,730 $ 120,807 $ 4,293 $ 125,100 Impairment and restructuring charges 4,933 6,111 7,170 18,214 (886 ) 17,328 Adjusted EBITDA 278,975 129,202 91,172 499,349 (34,003 ) 465,346 Capital expenditures 57,805 25,369 12,146 95,320 23,380 118,700 Segment assets $ 1,355,730 $ 902,684 $ 482,493 $ 2,740,907 $ 310,148 $ 3,051,055 Year Ended December 31, 2017 Total net revenues $ 2,159,919 $ 1,045,036 $ 572,518 $ 3,777,473 $ — $ 3,777,473 Intersegment net revenues (2,021 ) (2,269 ) (9,434 ) (13,724 ) — (13,724 ) Net revenues from external customers $ 2,157,898 $ 1,042,767 $ 563,084 $ 3,763,749 $ — $ 3,763,749 Depreciation and amortization $ 66,990 $ 27,979 $ 13,248 $ 108,217 $ 3,056 $ 111,273 Impairment and restructuring charges 8,471 3,592 (49 ) 12,014 1,042 13,056 Adjusted EBITDA 273,594 132,929 74,706 481,229 (43,616 ) 437,613 Capital expenditures 34,769 14,889 6,019 55,677 7,372 63,049 Segment assets $ 1,207,539 $ 920,222 $ 447,734 $ 2,575,495 $ 287,445 $ 2,862,940 Year Ended December 31, 2016 Total net revenues $ 2,153,154 $ 1,009,545 $ 517,990 $ 3,680,689 $ — $ 3,680,689 Intersegment net revenues (3,843 ) (816 ) (9,088 ) (13,747 ) — (13,747 ) Net revenues from external customers $ 2,149,311 $ 1,008,729 $ 508,902 $ 3,666,942 $ — $ 3,666,942 Depreciation and amortization $ 68,207 $ 26,657 $ 8,944 $ 103,808 $ 4,187 $ 107,995 Impairment and restructuring charges 3,584 6,777 2,448 12,809 1,038 13,847 Adjusted EBITDA 251,831 122,574 59,519 433,924 (40,242 ) 393,682 Capital expenditures 39,775 14,991 21,610 76,376 3,121 79,497 Segment assets $ 1,099,845 $ 751,749 $ 377,410 $ 2,229,004 $ 307,042 $ 2,536,046 |
Reconciliation of Net Income to Adjusted EBITDA | Reconciliations of net income to Adjusted EBITDA are as follows: Years Ended December 31, (amounts in thousands) 2018 2017 2016 Net income $ 144,273 $ 10,791 $ 377,181 Loss from discontinued operations, net of tax — — 3,324 Equity earnings of non-consolidated entities (738 ) (3,639 ) (3,791 ) Income tax (benefit) expense (7,958 ) 138,603 (246,394 ) Depreciation and amortization 125,100 111,273 107,995 Interest expense, net (a) 70,818 79,034 77,590 Impairment and restructuring charges (b) 17,328 13,057 18,353 Gain on previously held shares of equity investment (20,767 ) — — Loss (gain) on sale of property and equipment 144 (299 ) (3,275 ) Share-based compensation expense 15,052 19,785 22,464 Non-cash foreign exchange transaction/translation loss (income) 8 (2,181 ) 5,734 Other non-cash items (c) 3,859 526 2,843 Other items (d) 117,933 47,000 30,585 Costs relating to debt restructuring and debt refinancing (e) 294 23,663 1,073 Adjusted EBITDA $ 465,346 $ 437,613 $ 393,682 (a) Interest expense for the year ended December 31, 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 consolidated statements of operations plus (ii) additional charges relating to inventory and/or manufacturing of our products that are included in cost of sales in the accompanying consolidated statements of operations in the amount of $1 and $4,506 for the years ended December 31, 2017 , and 2016, respectively. There were no charges for the year ended December 31, 2018 . For further explanation of impairment and restructuring charges that are included in our consolidated statements of operations, see Note 24 - Impairment and Restructuring Charges in our financial statements. (c) Other non-cash items include; (i) charges of $3,740 for the fair value adjustment to the inventory acquired as part of our Domoferm acquisitions in the year ended December 31, 2018 ; (ii) charges of $439 for the fair value adjustment to the inventory acquired as part of our Mattiovi acquisition in the year ended December 31, 2017 ; (iii) charges of $357 for the fair value adjustment to the inventory acquired as part of our Trend acquisition in the year ended December 31, 2016 and (iv) other non-cash items include charges of $2,153 for the out-of-period European warranty liability adjustment for the year ended December 31, 2016. (d) Other items not core to business activity include: (i) in the year ended December 31, 2018 (1) $76,500 in litigation contingency accruals, (2) $25,444 in legal costs, (3) $10,324 in acquisition costs, (4) $3,381 in costs related to the departure of the former CEO and CFO, and (5) $2,901 in entity consolidation and reorganization costs, and (6) $(5,396) in realized gain on hedges; (ii) in the year ended December 31, 2017 (1) $34,178 in legal costs, (2) $4,176 in realized loss on hedges, (3) $3,484 in acquisition costs, (4) $2,202 in secondary offering costs, (5) $754 in tax consulting fees (6) $678 in legal entity consolidation costs, (7) $649 in taxes related to equity-based compensation, (8) $578 in facility shut down costs, and (9) $(2,247) gain on settlement of contract escrow; and (iii) in the year ended December 31, 2016, (1) $20,695 in payments to holders of vested options and restricted shares in connection with the November 2016 dividend, (2) $3,721 of professional fees related to the IPO of our common stock, (3) $1,626 of acquisition costs, (4) $584 in legal costs associated with disposition of non-core properties, (5) $507 of dividend-related costs, (6) $500 of costs related to the recruitment of executive management employees, (7) $450 in legal costs, and (8) $346 in Dooria plant closure costs. (e) 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. Included in the year ended December 31, 2017 is a loss on debt extinguishment of $23,262 associated with the refinancing of our term loan. Net revenues by locality are as follows for the years ended December 31, : (amounts in thousands) 2018 2017 2016 Net revenues by location of external customer Canada $ 201,134 $ 219,877 $ 218,947 U.S. 2,228,102 1,904,754 1,893,728 South America (including Mexico) 34,422 35,280 34,518 Europe 1,240,234 1,063,344 1,035,398 Australia 634,976 530,521 476,251 Africa and other 7,835 9,973 8,100 Total $ 4,346,703 $ 3,763,749 $ 3,666,942 Geographic information regarding property, plant, and equipment which exceed 10% of consolidated property, plant, and equipment used in continuing operations is as follows for the years ended December 31, (amounts in thousands) 2018 2017 2016 North America: U.S. $ 459,506 $ 402,338 $ 400,023 Other 24,911 25,876 25,371 484,417 428,214 425,394 Europe 181,038 153,492 145,470 Australasia: Australia 113,922 118,568 104,063 Other 10,297 7,818 8,259 124,219 126,386 112,322 Corporate: U.S. 53,729 48,619 21,465 Total property and equipment, net $ 843,403 $ 756,711 $ 704,651 |
Revenue Recognition (Tables)
Revenue Recognition (Tables) | 12 Months Ended |
Dec. 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) 2018 Balance as of January 1 $ 9,970 Increases due to cash received 74,936 Liabilities assumed due to acquisition 2,374 Revenue recognized during the period (76,388 ) Currency translation (1,038 ) Balance at period end $ 9,854 |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 12 Months Ended |
Dec. 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 year ended December 31, are presented below : (amounts in thousands, except share and per share amounts) 2018 2017 2016 Earnings per share basic: Income from continuing operations $ 143,535 $ 7,152 $ 376,714 Equity earnings of non-consolidated entities 738 3,639 3,791 Income from continuing operations and equity earnings of non-consolidated entities 144,273 10,791 380,505 Undeclared Series A Convertible Preferred Stock dividends — (10,462 ) (65,667 ) Series A Convertible Preferred Stock distributions and dividends paid — — (307,279 ) Deemed Dividend on Series A Convertible Preferred Stock from Settlement Agreement — — (23,701 ) Net loss attributable to non-controlling interest (87 ) — — Income (loss) attributable to common shareholders from continuing operations 144,360 329 (16,142 ) Loss from discontinued operations, net of tax — — (3,324 ) Net income (loss) attributable to common shareholders $ 144,360 $ 329 $ (19,466 ) Weighted average outstanding shares of common stock basic 104,530,572 97,460,676 17,992,879 Basic income (loss) per share Income (loss) from continuing operations $ 1.38 $ 0.00 $ (0.90 ) Loss from discontinued operations 0.00 0.00 (0.18 ) Net income (loss) per share - basic $ 1.38 $ 0.00 $ (1.08 ) (amounts in thousands, except share and per share amounts) 2018 2017 2016 Earnings per share diluted: Net income attributable to common shareholders - basic and diluted $ 144,360 $ 329 $ (19,466 ) Weighted average outstanding shares of common stock basic 104,530,572 97,460,676 17,992,879 Restricted stock units, performance share units and options to purchase common stock 1,830,085 4,001,459 — Weighted average outstanding shares of common stock diluted 106,360,657 101,462,135 17,992,879 Dilutive income (loss) per share Income (loss) from continuing operations $ 1.36 $ 0.00 $ (0.90 ) Loss from discontinued operations 0.00 0.00 (0.18 ) Net income (loss) per share - diluted $ 1.36 $ 0.00 $ (1.08 ) |
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: 2018 2017 2016 Series A Convertible Preferred Stock — — 3,974,525 Common stock options 1,019,390 545,693 1,812,404 Class B-1 Common Stock Options — — 3,344,572 Restricted stock units 87,720 537 385,220 Performance share units 84,809 — — |
Stock Compensation (Tables)
Stock Compensation (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Schedule of Key Assumptions | Key assumptions used in valuing the option modification were as follows: Expected volatility range 34.56% - 48.09% Expected dividend yield rate 0.00% Weighted average term (in years) 2.57 - 7.06 Risk free rate 0.94% - 1.63% Key assumptions used in the valuation models were as follows for the years ended December 31: 2018 2017 2016 Expected volatility 34.81% - 39.68% 37.36% - 42.83% 43.57% - 52.72% Expected dividend yield rate 0.00% 0.00% 0.00% Weighted average term (in years) 5.50 - 6.50 5.50 - 6.50 5.50 - 7.50 Weighted average grant date fair value $12.98 $11.51 $17.84 Risk free rate 2.04% - 2.96% 1.83% - 2.19% 1.47% - 1.77% |
Stock Option Activity Rollforward | The following table represents stock option activity: Shares Weighted Average Exercise Price Per Share Aggregate Intrinsic Value (millions) Weighted Average Remaining Contract Term in Years Outstanding as of January 1, 2016 5,288,096 $ 19.06 Granted 367,400 37.12 Exercised (245,014) 19.91 Forfeited (253,506) 16.82 Balance as of December 31, 2016 5,156,976 $ 20.40 Issued upon conversion of class B-1 common stock 2,494,553 11.13 Granted 505,122 27.78 Exercised (2,781,055) 11.67 Forfeited (448,928) 15.01 Balance as of December 31, 2017 4,926,668 $ 14.56 Granted 838,912 32.16 Exercised (1,548,484) 13.79 Forfeited (884,391) 18.80 Balance as of December 31, 2018 3,332,705 $ 18.22 $ 7.2 6.3 Exercisable as of December 31, 2018 1,898,585 $ 13.37 $ 5.8 5.0 |
RSU and PSU Activity Rollforward | The following table represents RSU activity: Shares Weighted Average Grant-Date Fair Value Per Share Outstanding January 1, 2017 385,220 $ 22.00 Granted - non-employee directors 23,245 31.22 Granted - employee 342,727 28.73 Vested (175,110) 18.40 Forfeited (13,714) 26.02 Balance as of December 31, 2017 562,368 $ 27.51 Granted - non-employee directors 341,983 31.62 Granted - employee 424,944 27.15 Vested (124,560) 25.21 Forfeited (530,867) 29.69 Balance as of December 31, 2018 673,868 $ 28.07 The following table represents PSU activity for the awarded shares at target performance measures. Shares Weighted Average Grant-Date Fair Value Per Share Outstanding as of December 31, 2017 — $ — Granted - employee 193,763 31.60 Forfeited (19,093) 33.31 Balance as of December 31, 2018 174,670 $ 31.41 |
Impairment and Restructuring _2
Impairment and Restructuring Charges (Tables) | 12 Months Ended |
Dec. 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 consolidated statements of operations: (amounts in thousands) 2018 2017 2016 Closed operations $ 360 $ 1,479 $ 1,778 Continuing operations 870 — 1,203 Impairments $ 1,230 $ 1,479 $ 2,981 Restructuring charges, net of fair value adjustment gains 16,098 11,577 10,866 Total impairment and restructuring charges $ 17,328 $ 13,056 $ 13,847 |
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 December 31, 2018 Severance and sales restructuring costs $ 7,232 $ 11,767 $ (13,646 ) $ 5,353 Disposal of property and equipment — 289 (289 ) — Lease obligations and other 3,807 4,043 (4,563 ) 3,287 Total $ 11,039 $ 16,099 $ (18,498 ) $ 8,640 December 31, 2017 Severance and sales restructuring costs $ 836 $ 9,492 $ (3,096 ) $ 7,232 Disposal of property and equipment — 190 (190 ) — Lease obligations and other 4,183 1,895 (2,271 ) 3,807 Total $ 5,019 $ 11,577 $ (5,557 ) $ 11,039 December 31, 2016 Severance and sales restructuring costs $ 5,424 $ 7,448 $ (12,036 ) $ 836 Disposal of property and equipment — (71 ) 71 — Lease obligations and other 3,083 3,489 (2,389 ) 4,183 Total $ 8,507 $ 10,866 $ (14,354 ) $ 5,019 |
Other (Income) Expense (Tables)
Other (Income) Expense (Tables) | 12 Months Ended |
Dec. 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 consolidated statements of operations: (amounts in thousands) 2018 2017 2016 Foreign currency (gains) losses $ (10,196 ) $ 10,426 $ 3,580 Legal settlement income (7,541 ) (2,456 ) (9,671 ) Pension benefit expense 6,975 12,616 12,738 Other items (2,208 ) (2,482 ) (5,237 ) Settlement of contract escrow — (2,247 ) — Total other (income) expense $ (12,970 ) $ 15,857 $ 1,410 |
Derivative Financial Instrume_2
Derivative Financial Instruments (Tables) | 12 Months Ended |
Dec. 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: (amounts in thousands) Notional (1) Weighted Average Rate 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 2018 2017 Derivatives not designated as hedging instruments: Foreign currency forward contracts Other current assets $ 8,234 $ 2,235 Derivatives liabilities (amounts in thousands) Balance Sheet Location 2018 2017 Derivatives not designated as hedging instruments: Foreign currency forward contracts Accrued expenses and other current liabilities $ 1,161 $ 2,905 |
Fair Value of Financial Instr_2
Fair Value of Financial Instruments (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Fair Value Disclosures [Abstract] | |
Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis | The recorded carrying amounts and fair values of these instruments were as follows: 2018 (amounts in thousands) Carrying Amount Total Fair Value Level 1 Level 2 Level 3 Assets measured at NAV (a) Assets: Cash equivalents $ 30 $ 30 $ — $ 30 $ — $ — Derivative assets, recorded in other current assets 8,234 8,234 — 8,234 — — Pension plan assets: Cash and short-term investments 7,254 7,254 — 7,254 — — U.S. Government and agency obligations 24,622 24,622 24,622 — — — Corporate and foreign bonds 90,490 90,490 — 90,490 — — Asset-backed securities — — — — — — Equity securities 22,378 22,378 22,378 — — — Mutual funds 60,099 60,099 — 60,099 — — Common and collective funds 110,596 110,596 — — — 110,596 Liabilities: Senior notes $ 800,000 $ 692,000 $ — $ 692,000 $ — $ — Term loans 474,058 455,545 — 455,545 — — Derivative liabilities, recorded in accrued expenses and deferred credits 1,161 1,161 — 1,161 — — 2017 (amounts in thousands) Carrying Amount Total Fair Value Level 1 Level 2 Level 3 Assets measured at NAV (a) Assets: Cash equivalents $ 44,091 $ 44,091 $ — $ 44,091 $ — $ — Derivative assets, recorded in other current assets 2,235 2,235 — 2,235 — — Pension plan assets: Cash and short-term investments 17,859 17,859 — 17,859 — — U.S. Government and agency obligations 25,122 25,122 25,122 — — — Corporate and foreign bonds 98,432 98,432 — 98,432 — — Asset-backed securities 839 839 — 839 — — Equity securities 32,444 32,444 32,444 — — — Mutual funds 80,352 80,352 — 80,352 — — Common and collective funds 100,697 100,697 — — — 100,697 Liabilities: Senior notes $ 800,000 $ 807,000 $ — $ 807,000 $ — $ — Term loans 440,568 442,218 — 442,218 — — Derivative liabilities, recorded in accrued expenses and deferred credits 2,905 2,905 — 2,905 — — (a) Certain pension assets that are measured at fair value using the NAV per share (or its equivalent) practical expedient have not been classified in the fair value hierarchy. These include investments in large cap equity and commingled real estate funds. Redemption of these funds is not subject to restriction. |
Fair Value Measurements, Nonrecurring | The non-financial assets that are measured at fair value on a non-recurring basis are presented below: 2018 (amounts in thousands) Carrying Value Total Fair Value Level 1 Level 2 Level 3 Total Losses Continuing operations $ 48 $ 48 — — $ 48 $ 175 Total $ 48 $ 48 $ — $ — $ 48 $ 175 2017 (amounts in thousands) Carrying Value Total Fair Value Level 1 Level 2 Level 3 Total Losses Closed operations $ 914 $ 914 $ — $ — $ 914 $ 1,473 Total $ 914 $ 914 $ — $ — $ 914 $ 1,473 |
Commitment and Contingencies (T
Commitment and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Outstanding Performance Bonds and Stand-by Letter of Credit | The outstanding performance bonds and stand-by letters of credit were as follows: (amounts in thousands) December 31, December 31, Self-insurance workers’ compensation $ 22,312 $ 21,072 Environmental 14,552 14,452 Liability and other insurance 18,988 12,900 Other 10,870 6,650 Total outstanding performance bonds and stand-by letters of credit $ 66,722 $ 55,074 |
Schedule of Future Minimum Rental Payments for Operating Leases | . Minimum annual lease payments are as follows (amounts in thousands): Continuing Operations 2019 $ 49,128 2020 43,794 2021 30,885 2022 24,020 2023 19,352 Thereafter 33,943 $ 201,122 |
Employee Retirement and Pensi_2
Employee Retirement and Pension Benefits (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
U.S. | |
Defined Benefit Plan Disclosure | |
Schedule of Net Benefit Costs | The components of net periodic benefit cost are summarized as follows for the years ended December 31: (amounts in thousands) Components of pension benefit expense - U.S. benefit plan 2018 2017 2016 Service cost $ 4,170 $ 3,870 $ 3,320 Interest cost 13,180 13,371 16,387 Expected return on plan assets (20,769 ) (17,940 ) (19,990 ) Amortization of net actuarial pension loss 9,314 12,680 12,264 Pension benefit expense $ 5,895 $ 11,981 $ 11,981 Discount rate 3.47% 3.94% 4.25% Expected long-term rate of return on assets 6.25% 6.25% 7.00% Compensation increase rate N/A N/A N/A |
Schedule of Changes in Fair Value of Plan Assets | (amounts in thousands) Change in fair value of plan assets - U.S. benefit plan 2018 2017 Balance as of January 1, $ 339,751 $ 295,995 Actual return on plan assets (20,466 ) 52,559 Company contribution 4,125 10,000 Benefits paid (15,965 ) (14,948 ) Administrative expenses paid (4,682 ) (3,855 ) Balance at period end $ 302,763 $ 339,751 |
Schedule of Investments in Benefit Plan | The plan’s investments as of December 31 are summarized below: % of Plan Assets Summary of plan investments - U.S. benefit plan 2018 2017 Equity securities 7.4 7.3 Debt securities 38.0 35.3 Other 54.6 57.4 100.0 100.0 |
Schedule of Changes in Projected Benefit Obligations | The plan’s projected benefit obligation is determined by using weighted-average assumptions made on December 31, of each year as summarized below: (amounts in thousands) Change in projected benefit obligation - U.S. benefit plan 2018 2017 Balance as of January 1, $ 435,696 $ 405,310 Service cost 4,170 3,870 Interest cost 13,180 13,371 Actuarial loss (48,463 ) 31,948 Benefits paid (15,965 ) (14,948 ) Administrative expenses paid (4,682 ) (3,855 ) Balance at period end $ 383,936 $ 435,696 Discount rate 4.27% 3.47% Compensation increase rate N/A N/A |
Schedule of Estimated Benefit Payments for the Next Ten Years | As of December 31, 2018 , the plan’s estimated benefit payments for the next ten years are as follows (amounts in thousands): 2019 $ 17,623 2020 18,376 2021 19,232 2022 20,002 2023 20,667 2024-2028 111,159 |
Schedule of Funded Status | The plan’s funded status as of December 31 is as follows: (amounts in thousands) Unfunded pension liability - U.S. benefit plan 2018 2017 Projected benefit obligation at end of period $ 383,936 $ 435,696 Fair value of plan assets at end of period (302,763 ) (339,751 ) Unfunded pension liability 81,173 95,945 Current portion — — Long-term unfunded pension liability $ 81,173 $ 95,945 |
Schedule of Defined Benefit Plan Amounts Recognized in Other Comprehensive Income (Loss) | Net actuarial pension losses are recorded in consolidated other comprehensive income (loss) for the years ended December 31 are as follows: (amounts in thousands) Accumulated other comprehensive income (loss) - U.S. benefit plan 2018 2017 2016 Net actuarial pension loss beginning of period $ 112,632 $ 127,982 $ 130,052 Amortization of net actuarial loss (9,314 ) (12,680 ) (12,264 ) Net (gain) loss occurring during year (7,228 ) (2,670 ) 10,194 Net actuarial pension loss at end of period 96,090 112,632 127,982 Tax benefit (5,344 ) (9,583 ) (15,041 ) Net actuarial pension loss at end of period, net of tax $ 90,746 $ 103,049 $ 112,941 |
Non U.S | |
Defined Benefit Plan Disclosure | |
Schedule of Net Benefit Costs | (amounts in thousands) Components of pension benefit expense - Non-U.S. benefit plans 2018 2017 2016 Service cost $ 2,070 $ 1,668 $ 1,341 Interest cost 1,417 1,272 1,218 Expected return on plan assets (833 ) (700 ) (714 ) Amortization of net actuarial pension loss 189 145 351 Pension benefit expense $ 2,843 $ 2,385 $ 2,196 Discount rate 0.2% - 9.0% 0.8% - 7.2% 0.7% - 8.3% Expected long-term rate of return on assets 0.0% - 5.3% 0.0% - 5.7% 0.0% - 5.3% Compensation increase rate 0.5% - 7.0% 0.5% - 7.0% 0.5% - 7.0% |
Schedule of Changes in Fair Value of Plan Assets | Non-U.S. pension benefit expenses from amortization of net actuarial pension losses are estimated to be $0.7 million in 2019 . (amounts in thousands) Change in fair value of plan assets - Non-U.S. benefit plans 2018 2017 Balance as of January 1, $ 15,994 $ 13,596 Actual return on plan assets (33 ) 1,232 Company contribution 250 277 Benefits paid (2,046 ) (198 ) Administrative expenses paid (25 ) (49 ) Cumulative translation adjustment (1,464 ) 1,136 Balance at period end $ 12,676 $ 15,994 |
Schedule of Investments in Benefit Plan | The investments of the non-U.S. plans as of December 31 are summarized below: % of Plan Assets Summary of plan investments - Non-U.S. benefit plans 2018 2017 Equity securities 48.4 48.3 Debt securities 20.8 22.0 Other 30.8 29.7 100.0 100.0 |
Schedule of Changes in Projected Benefit Obligations | The projected benefit obligation for the non-U.S. plans is determined by using weighted-average assumptions made on December 31, of each year as summarized below: (amounts in thousands) Change in projected benefit obligation - Non-U.S. benefit plans 2018 2017 Balance as of January 1, $ 41,406 $ 35,113 Pension obligation acquired 4,891 — Service cost 2,242 1,683 Interest cost 956 1,251 Actuarial loss 776 1,250 Benefits paid (4,481 ) (1,143 ) Administrative expenses paid (25 ) (49 ) Cumulative translation adjustment (2,962 ) 3,301 Balance at period end $ 42,803 $ 41,406 Discount rate 0.2% - 3.1% 0.8% - 5.1% Compensation increase rate 0.5% - 2.5% 0.5% - 2.8% |
Schedule of Estimated Benefit Payments for the Next Ten Years | As of December 31, 2018 , the estimated benefit payments for the non-U.S. plans over the next ten years are as follows (amounts in thousands): 2019 $ 2,600 2020 2,386 2021 2,849 2022 2,476 2023 2,788 2024-2028 68,462 |
Schedule of Funded Status | The funded status of these plans as of December 31 are as follows: (amounts in thousands) Unfunded pension liability - Non-U.S. benefit plans 2018 2017 Projected benefit obligation at end of period $ 42,803 $ 41,406 Fair value of plan assets at end of period (12,676 ) (15,994 ) Net pension liability $ 30,127 $ 25,412 Long-term unfunded pension liability $ 26,349 $ 20,641 Current portion 5,295 6,674 Total unfunded pension liability $ 31,644 $ 27,315 Total overfunded pension liability $ 1,517 $ 1,903 |
Schedule of Defined Benefit Plan Amounts Recognized in Other Comprehensive Income (Loss) | Net actuarial pension losses are recorded in consolidated other comprehensive income (loss) for the years ended December 31 are as follows: (amounts in thousands) Accumulated other comprehensive income (loss) - Non-U.S. benefit plans 2018 2017 2016 Net actuarial pension loss beginning of period $ 7,359 $ 6,781 $ 5,160 Amortization of net actuarial loss (1,442 ) (149 ) (10 ) Net gain occurring during year 1,462 742 1,621 Cumulative translation adjustment 71 (15 ) 10 Net actuarial pension loss at end of period 7,450 7,359 6,781 Tax benefit (1,911 ) (1,886 ) (1,785 ) Net actuarial pension loss at end of period, net of tax $ 5,539 $ 5,473 $ 4,996 |
Supplemental Cash Flow Inform_2
Supplemental Cash Flow Information (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Supplemental Cash Flow Elements [Abstract] | |
Schedule of Cash Flow, Supplemental Disclosures | (amounts in thousands) 2018 2017 2016 Cash Investing Activities: Change in notes receivable Issuances of notes receivable $ (77 ) $ (61 ) $ (68 ) Cash received on notes receivable 351 2,052 1,035 $ 274 $ 1,991 $ 967 Non-cash Investing Activities: Property, equipment and intangibles purchased in accounts payable $ 6,961 $ 15,099 $ 1,340 Property and equipment purchased for debt 32,262 791 1,438 Notes receivable and accrued interest from employees and directors settled with return of JWH stock — 183 — Customer accounts receivable converted to notes receivable 110 393 1,276 Cash Financing Activities: Proceeds from issuance of new debt, net of discount $ 38,823 $ 1,240,000 $ 374,063 Borrowings on long-term debt 104,419 5,334 763 Payments of long-term debt (72,422 ) (1,618,641 ) (16,844 ) Payments of debt issuance and extinguishment costs, including underwriting fees (352 ) (16,358 ) (8,146 ) Change in long-term debt $ 70,468 $ (389,665 ) $ 349,836 Change in notes payable Payments on notes payable — (205 ) (180 ) $ — (205 ) (180 ) Non-cash Financing Activities: Prepaid insurance funded through short-term debt borrowings $ 2,757 $ 2,662 2,954 Shares surrendered for tax obligations for employee share-based transactions in accrued liabilities 7 569 — Accounts payable converted to installment notes 12,886 — — Other Supplemental Cash Flow Information: Cash taxes paid, net of refunds $ 46,295 $ 22,532 $ 26,797 Cash interest paid 68,892 66,060 73,920 |
Quarterly Financial Data (una_2
Quarterly Financial Data (unaudited) (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Quarterly Financial Information Disclosure [Abstract] | |
Quarterly Financial Data (unaudited) | Summarized quarterly financial data for the years ended December 31, 2018 and 2017 are as follows: Three Months Ended Mar. 31, 2018 Jun. 30, 2018 Sep. 29, 2018 Dec. 31, 2018 (dollars in thousands) Statements of Operations Data: Net revenues $ 946,179 $ 1,172,497 $ 1,136,949 $ 1,091,078 Gross margin 205,853 248,807 241,789 227,285 Operating income 38,165 71,098 7,613 55,782 Income before taxes and equity earnings 35,508 58,641 (2,721 ) 44,149 Net income 40,271 35,452 28,885 39,665 Net income attributable to common shareholders 40,265 35,511 28,879 39,705 Net income per share basic $ 0.38 $ 0.34 $ 0.28 $ 0.39 Net income per share diluted $ 0.37 $ 0.33 $ 0.27 $ 0.38 Three Months Ended Apr. 1, 2017 Jul. 1, 2017 Sep. 30, 2017 Dec. 31, 2017 (dollars in thousands) Statements of Operations Data: Net revenues (a) $ 847,853 $ 948,788 $ 991,325 $ 975,783 Gross margin (b) 181,687 231,295 227,894 208,546 Operating income (c) 40,821 86,823 86,446 49,818 Income before taxes and equity earnings 8,199 63,408 63,242 10,906 Net income (loss) 6,428 46,778 51,275 (93,690 ) Net (loss) income attributable to common shareholders (4,034 ) 46,778 51,275 (93,690 ) Net (loss) income per share basic $ (0.05 ) $ 0.45 $ 0.49 $ (0.89 ) Net (loss) income per share diluted $ (0.05 ) $ 0.43 $ 0.47 $ (0.89 ) (a) As a result of our retrospective application of ASU 2017-07, Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost and to conform with current-period presentation of revenues, we reclassified certain amounts in our statement of operations that were previously reported in our quarterly periods. These revisions were $66 for April 1, 2017, $52 for July 1, 2017, $(83) for September 30, 2017, $(220) for December 31, 2017. (b) As a result of our retrospective application of ASU 2017-07, Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost and to conform with current-period presentation of revenues, we reclassified certain amounts in our statement of operations that were previously reported in our quarterly periods. These revisions were $322 for April 1, 2017, $294 for July 1, 2017, $303 for September 30, 2017, $305 for December 31, 2017. (c) As a result of our retrospective application of ASU 2017-07, Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost and to conform with current-period presentation of revenues, we reclassified certain amounts in our statement of operations that were previously reported in our quarterly periods. These revisions were $3,131 for April 1, 2017, $3,103 for July 1, 2017, $3,111 for September 30, 2017, $4,495 for December 31, 2017. |
Description of Company and Su_3
Description of Company and Summary of Significant Accounting Policies - Adjustments for Accounting Standard Updates (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2018 | Sep. 29, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | Jul. 01, 2017 | Apr. 01, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Revenue, Initial Application Period Cumulative Effect Transition | |||||||||||
Net revenues | $ 1,091,078 | $ 1,136,949 | $ 1,172,497 | $ 946,179 | $ 975,783 | $ 991,325 | $ 948,788 | $ 847,853 | $ 4,346,703 | $ 3,763,749 | $ 3,666,942 |
Cost of sales | 3,422,969 | 2,914,327 | 2,890,894 | ||||||||
Gross margin | 227,285 | 241,789 | 248,807 | 205,853 | 208,546 | 227,894 | 231,295 | 181,687 | 923,734 | 849,422 | 776,048 |
Selling, general and administrative | 733,748 | 572,458 | 552,881 | ||||||||
Operating income | $ 55,782 | $ 7,613 | $ 71,098 | $ 38,165 | 49,818 | 86,446 | 86,823 | 40,821 | 172,658 | 263,908 | 209,320 |
Other (income) expense | $ (12,970) | 15,857 | 1,410 | ||||||||
As Reported | |||||||||||
Revenue, Initial Application Period Cumulative Effect Transition | |||||||||||
Net revenues | 3,763,934 | 3,666,799 | |||||||||
Cost of sales | 2,915,736 | 2,892,248 | |||||||||
Gross margin | 848,198 | 774,551 | |||||||||
Selling, general and administrative | 585,074 | 565,619 | |||||||||
Operating income | 250,068 | 195,085 | |||||||||
Other (income) expense | 2,017 | (12,825) | |||||||||
Adjustments | ASU 2017-07 | |||||||||||
Revenue, Initial Application Period Cumulative Effect Transition | |||||||||||
Net revenues | (220) | (83) | 52 | 66 | 0 | 0 | |||||
Cost of sales | 0 | 0 | |||||||||
Gross margin | 305 | 303 | 294 | 322 | 0 | 0 | |||||
Selling, general and administrative | (12,616) | (12,738) | |||||||||
Operating income | $ 4,495 | $ 3,111 | $ 3,103 | $ 3,131 | 12,616 | 12,738 | |||||
Other (income) expense | 12,616 | 12,738 | |||||||||
Adjustments | ASU 2014-09 | |||||||||||
Revenue, Initial Application Period Cumulative Effect Transition | |||||||||||
Net revenues | (185) | 143 | |||||||||
Cost of sales | (1,409) | (1,354) | |||||||||
Gross margin | 1,224 | 1,497 | |||||||||
Selling, general and administrative | 0 | 0 | |||||||||
Operating income | 1,224 | 1,497 | |||||||||
Other (income) expense | $ 1,224 | $ 1,497 |
Description of Company and Su_4
Description of Company and Summary of Significant Accounting Policies - Ownership, Stock Split, Stock Conversion and Initial Public Offering, and Share Repurchase Narratives (Details) | Feb. 01, 2017USD ($)$ / sharesshares | Jan. 03, 2017$ / sharesshares | Oct. 03, 2011USD ($) | Nov. 30, 2017shares | May 31, 2017shares | Mar. 31, 2014USD ($) | Oct. 31, 2012USD ($) | Dec. 31, 2018USD ($)$ / sharesshares | Dec. 31, 2018USD ($)$ / sharesshares | Dec. 31, 2017USD ($)$ / sharesshares | Dec. 31, 2016USD ($)$ / sharesshares | Apr. 30, 2018USD ($) | Jan. 31, 2017$ / sharesshares | Apr. 30, 2013USD ($) |
Conversion of Stock | ||||||||||||||
Preferred stock issued | $ | $ 700,000,000 | $ 49,800,000 | ||||||||||||
Preferred stock, shares authorized (shares) | 90,000,000 | 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 | $ 0.01 | |||||||||
Common stock authorized (shares) | 900,000,000 | 904,732,200 | 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 | $ 0.01 | ||||||||
Share repurchase program authorized | $ | $ 250,000,000 | |||||||||||||
Common stock | ||||||||||||||
Conversion of Stock | ||||||||||||||
Shares repurchased (shares) | 5,287,964 | 5,287,964 | 0 | |||||||||||
Shares repurchased | $ | $ 125,000,000 | |||||||||||||
IPO | ||||||||||||||
Conversion of Stock | ||||||||||||||
Initial public offering (shares) | 22,272,727 | |||||||||||||
Common stock authorized (shares) | 22,810,000 | |||||||||||||
Initial public offering | $ | $ 472,400,000 | |||||||||||||
Issuance cost | $ | $ 7,900,000 | |||||||||||||
Common Stock | ||||||||||||||
Conversion of Stock | ||||||||||||||
Common stock authorized (shares) | 900,000,000 | 900,000,000 | 22,379,800 | |||||||||||
Common stock, par value (usd per share) | $ / shares | $ 0.01 | |||||||||||||
Common Stock | Common stock | ||||||||||||||
Conversion of Stock | ||||||||||||||
Shares repurchased (shares) | 2,266 | |||||||||||||
Shares repurchased | $ | $ 53,000 | $ 0 | $ 0 | |||||||||||
Common stock | ||||||||||||||
Conversion of Stock | ||||||||||||||
Share conversion ratio | 11 | |||||||||||||
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) | 4,732,200 | 430,200 | ||||||||||||
Onex Partners | ||||||||||||||
Conversion of Stock | ||||||||||||||
Bridge loan | $ | $ 171,000,000 | $ 71,600,000 | ||||||||||||
Payments to acquire securities | $ | $ 65,800,000 | |||||||||||||
Onex Partners | Common Stock | Jeld-wen [Member] | ||||||||||||||
Conversion of Stock | ||||||||||||||
Voting rights (percentage) | 32.40% | 32.40% | ||||||||||||
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 Su_5
Description of Company and Summary of Significant Accounting Policies - Accounts Receivable (Details) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Customer Concentration Risk | Accounts Receivable | Largest Customer | ||
Concentration Risk | ||
Concentration risk, percentage | 16.00% | 16.90% |
Description of Company and Su_6
Description of Company and Summary of Significant Accounting Policies - Customer Display (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Customer Display | |||
Property, Plant and Equipment | |||
Amortization of capitalized display costs | $ 9 | $ 8.6 | $ 8.8 |
Minimum | |||
Property, Plant and Equipment | |||
Deferred Advertising Costs, Amortization Period | 3 years | ||
Maximum | |||
Property, Plant and Equipment | |||
Deferred Advertising Costs, Amortization Period | 4 years |
Description of Company and Su_7
Description of Company and Summary of Significant Accounting Policies - Property, Plant and Equipment (Details) | 12 Months Ended |
Dec. 31, 2018 | |
Land improvements | Minimum | |
Property, Plant and Equipment | |
Fixed assets useful life, term | 10 years |
Land improvements | Maximum | |
Property, Plant and Equipment | |
Fixed assets useful life, term | 20 years |
Buildings | Minimum | |
Property, Plant and Equipment | |
Fixed assets useful life, term | 15 years |
Buildings | Maximum | |
Property, Plant and Equipment | |
Fixed assets useful life, term | 45 years |
Machinery and equipment | Minimum | |
Property, Plant and Equipment | |
Fixed assets useful life, term | 3 years |
Machinery and equipment | Maximum | |
Property, Plant and Equipment | |
Fixed assets useful life, term | 20 years |
Description of Company and Su_8
Description of Company and Summary of Significant Accounting Policies - Schedule of Finite-lived Intangible Assets (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Finite-Lived Intangible Assets | |||
Finite-lived intangible assets impairment | $ 0 | $ 0 | $ 0 |
Minimum | |||
Finite-Lived Intangible Assets | |||
Finlite-lived intangible assets, term | 2 years | ||
Maximum | |||
Finite-Lived Intangible Assets | |||
Finlite-lived intangible assets, term | 20 years | ||
Trademarks and trade names | Minimum | |||
Finite-Lived Intangible Assets | |||
Finlite-lived intangible assets, term | 3 years | ||
Trademarks and trade names | Maximum | |||
Finite-Lived Intangible Assets | |||
Finlite-lived intangible assets, term | 40 years | ||
Licenses and rights | Minimum | |||
Finite-Lived Intangible Assets | |||
Finlite-lived intangible assets, term | 5 years | ||
Licenses and rights | Maximum | |||
Finite-Lived Intangible Assets | |||
Finlite-lived intangible assets, term | 15 years | ||
Customer relationships | Minimum | |||
Finite-Lived Intangible Assets | |||
Finlite-lived intangible assets, term | 2 years | ||
Customer relationships | Maximum | |||
Finite-Lived Intangible Assets | |||
Finlite-lived intangible assets, term | 20 years | ||
Patents | Minimum | |||
Finite-Lived Intangible Assets | |||
Finlite-lived intangible assets, term | 5 years | ||
Patents | Maximum | |||
Finite-Lived Intangible Assets | |||
Finlite-lived intangible assets, term | 25 years |
Description of Company and Su_9
Description of Company and Summary of Significant Accounting Policies - Warranty Accrual (Details) | 12 Months Ended |
Dec. 31, 2018 | |
Minimum | |
Product Warranty Liability | |
Product warranty, term | 1 year |
Maximum | |
Product Warranty Liability | |
Product warranty, term | 10 years |
Description of Company and S_10
Description of Company and Summary of Significant Accounting Policies - Advertising Costs (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Accounting Policies [Abstract] | |||
Advertising costs | $ 43.2 | $ 48.4 | $ 49.1 |
Acquisitions - Narratives (Deta
Acquisitions - Narratives (Details) $ in Thousands | Apr. 30, 2018USD ($) | Dec. 31, 2018USD ($) | Sep. 29, 2018USD ($) | Apr. 30, 2018USD ($) | Sep. 30, 2017USD ($)acquisition | Dec. 31, 2018USD ($) | Dec. 31, 2018USD ($) | Dec. 31, 2018USD ($) | Dec. 31, 2017USD ($) | Dec. 31, 2016USD ($)acquisition |
Business Acquisition | ||||||||||
Goodwill | $ 585,942 | $ 585,942 | $ 585,942 | $ 585,942 | $ 549,063 | $ 486,920 | ||||
Business acquisition, transaction costs | 10,324 | 3,484 | $ 1,626 | |||||||
Contingent consideration for acquisitions | $ 3,700 | 3,701 | 0 | |||||||
Number of business acquired | acquisition | 3 | |||||||||
Measurement period adjustments, Goodwill | (3,663) | (23,614) | ||||||||
Acquisition of ABS, A&L, Domofern Int., and D&K | ||||||||||
Business Acquisition | ||||||||||
Goodwill | $ 64,950 | 60,350 | $ 64,950 | 60,350 | 60,350 | 60,350 | ||||
Intangible assets useful life | 16 years | |||||||||
Business acquisition, transaction costs | 8,100 | |||||||||
Revenue from businesses acquired | 508,900 | |||||||||
Net income attributable to businesses acquired | (26,800) | |||||||||
Measurement period adjustments, Inventories | (8,069) | |||||||||
Total consideration, net of cash acquired | 227,042 | 225,728 | ||||||||
Identifiable intangible assets | $ 70,057 | $ 68,694 | $ 70,057 | 68,694 | $ 68,694 | $ 68,694 | ||||
Measurement period adjustments, Goodwill | (4,600) | |||||||||
Measurement period adjustments, Identifiable intangible assets | (1,363) | |||||||||
Measurement period adjustments, Property and equipment | $ 26,170 | |||||||||
Acquisition of ABS, A&L, Domofern Int., and D&K | Acquisition of ABS, A&L, Domofern Int., and D&K | ||||||||||
Business Acquisition | ||||||||||
Ownership interest | 50.00% | 50.00% | 50.00% | 50.00% | ||||||
ABS | ||||||||||
Business Acquisition | ||||||||||
Measurement period adjustments, Inventories | $ 11,400 | |||||||||
Measurement period adjustments, Goodwill | $ (11,400) | |||||||||
2017 Business Acquisitions | ||||||||||
Business Acquisition | ||||||||||
Goodwill | $ 25,100 | |||||||||
Intangible assets useful life | 18 years | |||||||||
Business acquisition, transaction costs | 1,800 | |||||||||
Number of business acquired | acquisition | 3 | |||||||||
Total consideration, net of cash acquired | $ 131,700 | |||||||||
Identifiable intangible assets | 46,700 | |||||||||
Tax deductible portion of goodwill | $ 14,200 | |||||||||
Measurement period adjustments, Goodwill | $ 900 | (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 | |||||||||
2016 Business Acquisitions | ||||||||||
Business Acquisition | ||||||||||
Goodwill | $ 16,800 | |||||||||
Intangible assets useful life | 20 years | |||||||||
Business acquisition, transaction costs | $ 1,300 | |||||||||
Number of business acquired | acquisition | 2 | |||||||||
Total consideration, net of cash acquired | $ 85,900 | |||||||||
Identifiable intangible assets | 48,000 | |||||||||
Measurement period adjustments, Goodwill | (5,900) | |||||||||
Measurement period adjustments, Identifiable intangible assets | 3,100 | |||||||||
Measurement period adjustments, Property and equipment | 1,500 | |||||||||
Measurement period adjustments, Deferred tax liabilities | $ (2,200) |
Acquisitions - Fair Value of As
Acquisitions - Fair Value of Assets and Liabilities Acquired (Details) - USD ($) $ in Thousands | 3 Months Ended | 4 Months Ended | 8 Months Ended | 12 Months Ended | ||
Mar. 31, 2018 | Apr. 30, 2018 | Dec. 31, 2018 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Fair value of identifiable assets and liabilities: | ||||||
Goodwill | $ 585,942 | $ 585,942 | $ 549,063 | $ 486,920 | ||
Purchase price: | ||||||
Cash consideration, net of cash acquired | 167,688 | 131,448 | 85,866 | |||
Gain on previously held shares | $ 20,800 | 20,767 | 0 | $ 0 | ||
Measurement Period Adjustment | ||||||
Measurement period adjustments, Goodwill | (3,663) | $ (23,614) | ||||
Acquisition of ABS, A&L, Domofern Int., and D&K | ||||||
Fair value of identifiable assets and liabilities: | ||||||
Accounts receivable | $ 58,714 | 57,698 | 57,698 | |||
Inventories | 97,305 | 89,236 | 89,236 | |||
Other current assets | 14,910 | 8,773 | 8,773 | |||
Property and equipment | 53,128 | 79,298 | 79,298 | |||
Identifiable intangible assets | 70,057 | 68,694 | 68,694 | |||
Goodwill | 64,950 | 60,350 | 60,350 | |||
Other assets | 7,283 | 4,290 | 4,290 | |||
Total assets | 366,347 | 368,339 | 368,339 | |||
Accounts payable | 29,512 | 23,415 | 23,415 | |||
Current maturities of long-term debt | 17,278 | 18,081 | 18,081 | |||
Other current liabilities | 27,595 | 31,636 | 31,636 | |||
Long-term debt | 47,369 | 52,498 | 52,498 | |||
Other liabilities | 17,735 | 16,930 | 16,930 | |||
Non-controlling interest | (184) | 51 | 51 | |||
Total liabilities | 139,305 | 142,611 | 142,611 | |||
Purchase price: | ||||||
Cash consideration, net of cash acquired | 169,002 | 167,688 | ||||
Contingent consideration | 3,898 | 3,898 | 3,898 | |||
Gain on previously held shares | 20,767 | 20,767 | ||||
Existing investment in acquired entity | 33,483 | 33,483 | ||||
Non-cash consideration related to acquired intercompany balances | (108) | (108) | ||||
Total consideration, net of cash acquired | $ 227,042 | $ 225,728 | ||||
Measurement Period Adjustment | ||||||
Measurement period adjustments, Accounts receivable | (1,016) | |||||
Measurement period adjustments, Inventories | (8,069) | |||||
Measurement period adjustments, Other current assets | (6,137) | |||||
Measurement period adjustments, Property and equipment | 26,170 | |||||
Measurement period adjustments, Identifiable intangible assets | (1,363) | |||||
Measurement period adjustments, Goodwill | (4,600) | |||||
Measurement period adjustments, Other assets | (2,993) | |||||
Measurement period adjustments, Total assets | 1,992 | |||||
Measurement period adjustments, Accounts payable | (6,097) | |||||
Measurement period adjustments, Current maturities of long-term debt | 803 | |||||
Measurement period adjustments, Other current liabilities | 4,041 | |||||
Measurement period adjustments, Long-term debt | 5,129 | |||||
Measurement period adjustments, Other liabilities | (805) | |||||
Measurement period adjustments, Non-controlling interest | 235 | |||||
Measurement period adjustments, Total liabilities | 3,306 | |||||
Measurement period adjustments, Cash consideration, net of cash acquired | (1,314) | |||||
Measurement period adjustments, Total consideration, net of cash acquired | $ (1,314) |
Discontinued Operations and D_3
Discontinued Operations and Divestitures (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Disposal Group, Including Discontinued Operation, Income Statement Disclosures | |||
Loss from discontinued operations, net of tax | $ 0 | $ 0 | $ (3,324) |
Disposed of by Sale | |||
Disposal Group, Including Discontinued Operation, Income Statement Disclosures | |||
Net revenues | 0 | 0 | 7,593 |
Loss before tax and non-controlling interest | 0 | 0 | (3,513) |
Loss from discontinued operations, net of tax | $ 0 | $ 0 | $ (3,324) |
Accounts Receivable - Narrative
Accounts Receivable - Narratives (Details) | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Sales Revenue | Customer Concentration Risk | Home Depot | |||
Accounts, Notes, Loans and Financing Receivable | |||
Concentration risk, percentage | 14.20% | 16.80% | 16.30% |
Accounts Receivable - Allowance
Accounts Receivable - Allowance for Doubtful Accounts Rollforward (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Allowance for Doubtful Accounts Receivable | |||
Balance as of January 1, | $ (4,446) | $ (3,839) | $ (3,664) |
Acquisitions (Note 2) | (1,668) | (268) | (755) |
Additions charged to expense | (2,470) | (1,227) | (410) |
Deductions | 2,210 | 1,260 | 1,057 |
Currency translation | 384 | (372) | (67) |
Balance as of end of period | $ (5,990) | $ (4,446) | $ (3,839) |
Inventories (Details)
Inventories (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Inventory Disclosure [Abstract] | ||
Raw materials | $ 371,168 | $ 283,772 |
Work in process | 42,822 | 35,734 |
Finished goods | 99,248 | 85,847 |
Total inventories | $ 513,238 | $ 405,353 |
Other Current Assets (Details)
Other Current Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ||
Prepaid assets | $ 30,974 | $ 22,782 |
Refundable income taxes | 9,677 | 4,234 |
Fair value of derivative instruments (Note 27) | 8,234 | 2,235 |
Other | 76 | 1,152 |
Total other current assets | $ 48,961 | $ 30,403 |
Property and Equipment, Net (De
Property and Equipment, Net (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 |
Property, Plant and Equipment | |||
Property and equipment, gross | $ 1,842,274 | $ 1,739,296 | |
Accumulated depreciation | (1,138,898) | (1,106,913) | |
Total property and equipment, net | 843,403 | 756,711 | $ 704,651 |
Land | 69,188 | 68,312 | |
Construction in progress | 70,839 | 56,016 | |
Depreciable assets | |||
Property, Plant and Equipment | |||
Total property and equipment, net | 703,376 | 632,383 | |
Land improvements | |||
Property, Plant and Equipment | |||
Property and equipment, gross | 34,060 | 33,026 | |
Buildings | |||
Property, Plant and Equipment | |||
Property and equipment, gross | 501,659 | 468,355 | |
Machinery and equipment | |||
Property, Plant and Equipment | |||
Property and equipment, gross | $ 1,306,555 | $ 1,237,915 |
Property and Equipment, Net - N
Property and Equipment, Net - Narratives (Details) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 12 Months Ended | |||
Nov. 30, 2016 | Jun. 30, 2018 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | Mar. 31, 2018 | |
Property, Plant and Equipment | ||||||
Property and equipment, effect of foreign currency translations | $ (23,100) | $ 27,900 | ||||
Construction in progress | 70,839 | 56,016 | ||||
Capital lease obligation | 0 | 19,860 | $ 20,400 | |||
Tenants improvements | $ 4,200 | |||||
Increase in long term debt | $ 4,200 | |||||
Property, Plant and Equipment | ||||||
Property, Plant and Equipment | ||||||
Impairment of assets | $ 1,100 | $ 1,500 | $ 3,000 | |||
Build-To-Suit Asset | ||||||
Property, Plant and Equipment | ||||||
BTS, term | 17 years | |||||
Construction in progress | $ 20,000 |
Property and Equipment, Net - D
Property and Equipment, Net - Depreciation (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Depreciation | |||
Total depreciation expense | $ 94,056 | $ 86,810 | $ 86,447 |
Cost of sales | |||
Depreciation | |||
Total depreciation expense | 85,357 | 78,975 | 78,608 |
Selling, general and administrative | |||
Depreciation | |||
Total depreciation expense | $ 8,699 | $ 7,835 | $ 7,839 |
Goodwill - Rollforward (Details
Goodwill - Rollforward (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Goodwill | ||
Beginning balance | $ 549,063 | $ 486,920 |
Acquisitions - preliminary allocation | 64,950 | 47,754 |
Acquisition remeasurements | (3,663) | (23,614) |
Currency translation | (24,408) | 38,003 |
Ending balance | 585,942 | 549,063 |
North America | ||
Goodwill | ||
Beginning balance | 201,560 | 187,376 |
Acquisitions - preliminary allocation | 17,645 | 30,251 |
Acquisition remeasurements | 4,881 | (16,504) |
Currency translation | (524) | 437 |
Ending balance | 223,562 | 201,560 |
Europe | ||
Goodwill | ||
Beginning balance | 268,162 | 229,977 |
Acquisitions - preliminary allocation | 30,167 | 8,569 |
Acquisition remeasurements | (3,317) | (2,734) |
Currency translation | (15,324) | 32,350 |
Ending balance | 279,688 | 268,162 |
Australasia | ||
Goodwill | ||
Beginning balance | 79,341 | 69,567 |
Acquisitions - preliminary allocation | 17,138 | 8,934 |
Acquisition remeasurements | (5,227) | (4,376) |
Currency translation | (8,560) | 5,216 |
Ending balance | $ 82,692 | $ 79,341 |
Goodwill - Narratives (Details)
Goodwill - Narratives (Details) | 12 Months Ended | ||
Dec. 31, 2018USD ($)segment | Dec. 31, 2017USD ($) | Dec. 31, 2016USD ($) | |
Goodwill and Intangible Assets Disclosure [Abstract] | |||
Cumulative goodwill impairment | $ 1,600,000 | $ 1,600,000 | $ 1,600,000 |
Number of reporting units | segment | 3 | ||
Reporting unit, percentage of excess fair value | 16.00% | ||
Goodwill impairment | $ 0 | $ 0 | $ 0 |
Intangible Assets, Net - Rollfo
Intangible Assets, Net - Rollforward (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Finite-lived Intangible Assets | |||
Beginning balance | $ 166,313 | $ 115,725 | |
Acquisitions | 70,057 | 30,430 | |
Acquisition remeasurements | (1,363) | 16,282 | |
Additions | 24,553 | 12,719 | |
Amortization | (22,208) | (15,896) | $ (12,733) |
Currency translation | (11,799) | 7,053 | |
Ending balance | 225,553 | 166,313 | $ 115,725 |
Finite lived intangible assets written off | $ 172 | $ 137 |
Intangible Assets, Net - Cost a
Intangible Assets, Net - Cost and Accumulated Amortization (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Finite-Lived Intangible Assets | ||
Cost | $ 302,463 | $ 226,661 |
Accumulated amortization | (76,910) | (60,348) |
Total intangibles, net | 225,553 | 166,313 |
Customer relationships and agreements | ||
Finite-Lived Intangible Assets | ||
Cost | 134,999 | 105,485 |
Accumulated amortization | (45,418) | (38,210) |
Total intangibles, net | 89,581 | 67,275 |
Software | ||
Finite-Lived Intangible Assets | ||
Cost | 62,147 | 35,191 |
Accumulated amortization | (14,053) | (10,814) |
Total intangibles, net | 48,094 | 24,377 |
Trademarks and trade names | ||
Finite-Lived Intangible Assets | ||
Cost | 57,513 | 38,600 |
Accumulated amortization | (5,050) | (3,544) |
Total intangibles, net | 52,463 | 35,056 |
Patents, licenses and rights | ||
Finite-Lived Intangible Assets | ||
Cost | 47,804 | 47,385 |
Accumulated amortization | (12,389) | (7,780) |
Total intangibles, net | $ 35,415 | $ 39,605 |
Intangible Assets, Net - Narrat
Intangible Assets, Net - Narratives (Details) - USD ($) $ in Millions | Dec. 31, 2018 | Dec. 31, 2017 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Capitalized implementation costs | $ 20.2 | $ 8.2 |
Intangible Assets, Net - Amorti
Intangible Assets, Net - Amortization Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |||
Amortization expense | $ 22,208 | $ 15,896 | $ 12,733 |
Intangible Assets, Net - Future
Intangible Assets, Net - Future Amortization (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Finite-Lived Intangible Assets, Net, Amortization Expense, Fiscal Year Maturity | ||
2,019 | $ 23,510 | |
2,020 | 24,045 | |
2,021 | 23,001 | |
2,022 | 21,981 | |
2,023 | 20,379 | |
Thereafter | 112,637 | |
Total intangibles, net | $ 225,553 | $ 166,313 |
Other Assets (Details)
Other Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |||
Customer displays | $ 15,069 | $ 12,702 | |
Deposits | 6,627 | 3,640 | |
Long-term notes receivable | 4,902 | 4,984 | |
Overfunded pension benefit obligation | 1,517 | 1,903 | |
Other prepaid expenses | 5,331 | 1,869 | |
Other long-term accounts receivable | 1,451 | 1,556 | |
Debt issuance costs on unused portion of revolver facility | 1,552 | 2,045 | |
Long-term taxes receivable | 800 | 0 | |
Investments (Note 11) | 366 | 33,187 | $ 29,476 |
Total other assets | $ 37,615 | $ 61,886 |
Other Assets - Narratives (Deta
Other Assets - Narratives (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2018 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Property, Plant and Equipment | ||||
Gain on previously held shares of an equity investment | $ 20,800 | $ 20,767 | $ 0 | $ 0 |
Customer Display | ||||
Property, Plant and Equipment | ||||
Amortization of capitalized display costs | $ 9,000 | $ 8,600 | $ 8,800 | |
Equity method investment | ||||
Property, Plant and Equipment | ||||
Equity method investment ownership percentage | 50.00% |
Investments - Narratives (Detai
Investments - Narratives (Details) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2018USD ($) | Dec. 31, 2018USD ($)investment | Dec. 31, 2017USD ($) | Dec. 31, 2016USD ($) | |
Schedule of Cost-method Investments | ||||
Gain on previously held shares of an equity investment | $ 20,800,000 | $ 20,767,000 | $ 0 | $ 0 |
Impairments | 0 | 0 | 0 | |
Affiliated Entity | ||||
Schedule of Cost-method Investments | ||||
Sales to affiliates | 16,500,000 | 59,300,000 | 61,700,000 | |
Purchases from related party | $ 1,000,000 | $ 4,000,000 | $ 3,500,000 | |
Equity method investment | ||||
Schedule of Cost-method Investments | ||||
Equity method investment ownership percentage | 50.00% | |||
Cost-method Investments | ||||
Schedule of Cost-method Investments | ||||
Number of Investments | investment | 6 |
Investments - Summary of Equity
Investments - Summary of Equity and Cost Method Investments (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Investments | |||
Beginning balance | $ 33,187 | $ 29,476 | |
Equity earnings of non-consolidated entities | 738 | 3,639 | $ 3,791 |
Additions | 6 | ||
Acquired equity method investment | (33,483) | ||
Other | (76) | 66 | |
Ending balance | 366 | 33,187 | 29,476 |
Net loans and advances to affiliates | 0 | 720 | |
Equity | |||
Investments | |||
Beginning balance | 32,745 | 29,106 | |
Equity earnings of non-consolidated entities | 738 | 3,639 | |
Acquired equity method investment | (33,483) | ||
Other | 0 | ||
Ending balance | 0 | 32,745 | 29,106 |
Net loans and advances to affiliates | 0 | 720 | |
Cost | |||
Investments | |||
Beginning balance | 442 | 370 | |
Additions | 6 | ||
Other | (76) | 66 | |
Ending balance | 366 | 442 | $ 370 |
Net loans and advances to affiliates | $ 0 | $ 0 |
Investments - Equity Method Inv
Investments - Equity Method Investments Financial Position (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Assets | ||
Current assets | $ 0 | $ 96,127 |
Non-current assets | 0 | 23,539 |
Total assets | 0 | 119,666 |
Liabilities | ||
Current liabilities | 0 | 18,151 |
Non-current liabilities | 0 | 35,632 |
Total liabilities | 0 | 53,783 |
Net worth | $ 0 | $ 65,883 |
Investments - Equity Method I_2
Investments - Equity Method Investments Results of Operations (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Equity Method Investment, Summarized Financial Information, Income Statement | |||
Net sales | $ 91,234 | $ 354,964 | $ 314,036 |
Gross profit | 18,261 | 74,399 | 66,417 |
Net income | 1,752 | 6,870 | 7,750 |
Adjustment for profit (loss) in inventory | (138) | 204 | (84) |
Net income attributable to Company | $ 738 | $ 3,639 | $ 3,791 |
Accrued Payroll and Benefit (De
Accrued Payroll and Benefit (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Payables and Accruals [Abstract] | ||
Accrued vacation | $ 48,742 | $ 49,398 |
Accrued payroll and commissions | 23,746 | 16,421 |
Accrued bonuses | 11,035 | 16,487 |
Accrued payroll taxes | 11,214 | 15,974 |
Other accrued benefits | 10,325 | 13,623 |
Non-U.S. defined contributions and other accrued benefits | 9,722 | 10,309 |
Total accrued payroll and benefits | $ 114,784 | $ 122,212 |
Accrued Expenses and Other Cu_3
Accrued Expenses and Other Current Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 |
Accounts Payable and Accrued Liabilities, Current | |||
Current portion of legal claims provision | $ 79,356 | $ 4,137 | |
Accrued sales and advertising rebates | 69,199 | 73,585 | |
Accrued expenses | 25,434 | 23,530 | |
Non-income related taxes | 21,643 | 19,996 | |
Current portion of warranty liability (Note 14) | 20,529 | 19,547 | $ 18,240 |
Current portion of accrued claim costs relating to self-insurance programs | 12,319 | 12,866 | |
Current portion of deferred revenue (Note 21) | 9,854 | 9,970 | |
Current portion of restructuring accrual (Note 24) | 6,635 | 7,162 | |
Current portion of accrued income taxes payable | 2,128 | 10,962 | |
Accrued interest payable | 2,016 | 1,945 | |
Current portion of derivative liability (Note 27) | 1,161 | 2,905 | |
Total accrued expenses and other current liabilities | 250,274 | $ 186,605 | |
Steve and Sons | |||
Accounts Payable and Accrued Liabilities, Current | |||
Current portion of legal claims provision | $ 76,500 |
Warranty Liability - Rollforwar
Warranty Liability - Rollforward (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Movement in Standard and Extended Product Warranty Accrual, Increase (Decrease) | |||
Balance as of January 1 | $ 46,256 | $ 45,398 | $ 44,891 |
Current period expense | 21,822 | 17,674 | 17,992 |
Liabilities assumed due to acquisition | 1,550 | 95 | 0 |
Experience adjustments | 1,227 | (614) | (3,846) |
Payments | (23,410) | (17,255) | (13,527) |
Currency translation | (977) | 958 | (112) |
Balance at period end | 46,468 | 46,256 | 45,398 |
Current portion | (20,529) | (19,547) | (18,240) |
Long-term portion | $ 25,939 | $ 26,709 | $ 27,158 |
Warranty Liability - Narratives
Warranty Liability - Narratives (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Product Warranty Liability | ||||
Accrued warranty liability | $ 46,468 | $ 46,256 | $ 45,398 | $ 44,891 |
Minimum | ||||
Product Warranty Liability | ||||
Product warranty, term | 1 year | |||
Maximum | ||||
Product Warranty Liability | ||||
Product warranty, term | 10 years | |||
North America | ||||
Product Warranty Liability | ||||
Accrued warranty liability | $ 40,900 | |||
Product warranty, discount adjustment | $ 2,700 | |||
North America | Minimum | ||||
Product Warranty Liability | ||||
Product warranty discount rate (percentage) | 0.76% | |||
North America | Maximum | ||||
Product Warranty Liability | ||||
Product warranty discount rate (percentage) | 4.75% |
Long-Term Debt - Long Term Debt
Long-Term Debt - Long Term Debt (Details) $ in Thousands, kr in Millions | Dec. 31, 2018USD ($) | Dec. 31, 2018DKK (kr) | Dec. 31, 2017USD ($) |
Debt Instrument | |||
Unamortized debt issuance costs | $ (11,417) | $ (12,616) | |
Long-term debt | 1,477,892 | 1,273,703 | |
Current maturities of long-term debt | (54,930) | (8,770) | |
Long-term debt net of current maturities | 1,422,962 | 1,264,933 | |
Senior notes | |||
Debt Instrument | |||
Long-term debt, gross | $ 800,000 | 800,000 | |
Senior notes | Minimum | |||
Debt Instrument | |||
Effective interest rate (percent) | 4.63% | 4.63% | |
Senior notes | Maximum | |||
Debt Instrument | |||
Effective interest rate (percent) | 4.88% | 4.88% | |
Term Loan | Term Loan | |||
Debt Instrument | |||
Long-term debt, gross | $ 474,058 | 440,568 | |
Term Loan | Term Loan | Minimum | |||
Debt Instrument | |||
Effective interest rate (percent) | 1.25% | 1.25% | |
Term Loan | Term Loan | Maximum | |||
Debt Instrument | |||
Effective interest rate (percent) | 4.80% | 4.80% | |
Term Loan | Installment notes | |||
Debt Instrument | |||
Long-term debt, gross | $ 98,914 | 10,290 | |
Term Loan | Installment notes | Minimum | |||
Debt Instrument | |||
Effective interest rate (percent) | 1.90% | 1.90% | |
Term Loan | Installment notes | Maximum | |||
Debt Instrument | |||
Effective interest rate (percent) | 8.10% | 8.10% | |
Line of Credit | Revolving credit facilities | |||
Debt Instrument | |||
Long-term debt, gross | $ 85,000 | 0 | |
Line of Credit | Revolving credit facilities | Minimum | |||
Debt Instrument | |||
Effective interest rate (percent) | 3.94% | 3.94% | |
Line of Credit | Revolving credit facilities | Maximum | |||
Debt Instrument | |||
Effective interest rate (percent) | 4.02% | 4.02% | |
Mortgage notes | |||
Debt Instrument | |||
Long-term debt, gross | $ 30,375 | kr 198.2 | 33,517 |
Effective interest rate (percent) | 1.65% | 1.65% | |
Installment notes for stock | |||
Debt Instrument | |||
Long-term debt, gross | $ 962 | $ 1,944 | |
Installment notes for stock | Minimum | |||
Debt Instrument | |||
Effective interest rate (percent) | 3.50% | 3.50% | |
Installment notes for stock | Maximum | |||
Debt Instrument | |||
Effective interest rate (percent) | 5.50% | 5.50% |
Long-Term Debt - Maturity (Deta
Long-Term Debt - Maturity (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Long-term Debt, Fiscal Year Maturity | ||
2,019 | $ 54,930 | |
2,020 | 15,223 | |
2,021 | 20,063 | |
2,022 | 94,968 | |
2,023 | 43,247 | |
Thereafter | 1,249,461 | |
Long-term debt | $ 1,477,892 | $ 1,273,703 |
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 (percent) | 4.63% |
Senior Note Maturing December 2027 | |
Debt Instrument | |
Debt instrument face amount | $ 400,000,000 |
Stated interest rate (percent) | 4.88% |
Long-Term Debt - Term Loans (De
Long-Term Debt - Term Loans (Details) | Nov. 30, 2017 | Feb. 28, 2018AUD ($) | Dec. 31, 2017USD ($) | Feb. 28, 2017USD ($) | Dec. 31, 2018USD ($) | Dec. 31, 2017USD ($) | Dec. 31, 2016USD ($) | Feb. 28, 2019USD ($) | Mar. 31, 2017USD ($) | Nov. 30, 2016USD ($) |
Debt Instrument | ||||||||||
Payments of long-term debt | $ 72,422,000 | $ 1,618,641,000 | $ 16,844,000 | |||||||
Write off of debt issuance cost | 6,097,000 | |||||||||
Term Loan | Term Loan | ||||||||||
Debt Instrument | ||||||||||
Debt instrument face amount | $ 440,000,000 | 440,000,000 | $ 375,000,000 | |||||||
Debt issuance costs | 700,000 | 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 | $ 1,700,000 | ||||||||
Debt instrument, interest rate floor (percent) | 1.00% | 0.00% | 0.00% | |||||||
Debt Instrument, periodic principal repayment (percent) | 0.25% | 0.25% | ||||||||
Debt instrument, periodic payment principal amount | $ 1,100,000 | |||||||||
Long term debt principal amount outstanding | 435,600,000 | |||||||||
Long-term debt | $ 440,568,000 | 474,058,000 | $ 440,568,000 | |||||||
Term Loan | Term Loan | Subsequent Events | ||||||||||
Debt Instrument | ||||||||||
Debt instrument face amount | $ 150,000,000 | |||||||||
Fixed interest rate (percent) | 3.00% | |||||||||
Term Loan | Term Loan | LIBOR | Minimum | ||||||||||
Debt Instrument | ||||||||||
Debt instrument, variable rate (percent) | 2.75% | 1.75% | ||||||||
Term Loan | Term Loan | LIBOR | Maximum | ||||||||||
Debt Instrument | ||||||||||
Debt instrument, variable rate (percent) | 3.00% | 2.00% | ||||||||
Term Loan | Australian Facility | Secured Debt | ||||||||||
Debt Instrument | ||||||||||
Increase in borrowing capacity | $ 55,000,000 | |||||||||
Unused commitment fee (percent) | 1.25% | |||||||||
Long-term debt | 35,200,000 | |||||||||
Term Loan | Australian Facility | BBSY | Minimum | Secured Debt | ||||||||||
Debt Instrument | ||||||||||
Debt instrument, variable rate (percent) | 1.00% | |||||||||
Term Loan | Australian Facility | BBSY | Maximum | Secured Debt | ||||||||||
Debt Instrument | ||||||||||
Debt instrument, variable rate (percent) | 1.10% | |||||||||
Term Loan | Other Facilities | ||||||||||
Debt Instrument | ||||||||||
Long-term debt | 2,900,000 | |||||||||
Term Loan | Other Facilities | ABS | ||||||||||
Debt Instrument | ||||||||||
Long-term debt acquired | 11,600,000 | |||||||||
Term Loan | Other Facilities | Domoferm | ||||||||||
Debt Instrument | ||||||||||
Long-term debt acquired | $ 9,600,000 |
Long-Term Debt - Credit Facilit
Long-Term Debt - Credit Facilities, Mortgage Notes, and Installment Notes (Details) kr in Millions | Jan. 31, 2015EUR (€) | Feb. 28, 2018AUD ($) | Dec. 31, 2017USD ($) | Dec. 31, 2007 | Dec. 31, 2018USD ($) | Dec. 31, 2017USD ($) | Dec. 31, 2018EUR (€) | Dec. 31, 2018AUD ($) | Dec. 31, 2018DKK (kr) | Mar. 31, 2018USD ($) |
Debt Instrument | ||||||||||
Write off of debt issuance cost | $ 6,097,000 | |||||||||
Secured Debt | ||||||||||
Debt Instrument | ||||||||||
Long-term debt | $ 33,517,000 | $ 30,375,000 | 33,517,000 | kr 198.2 | ||||||
Debt instrument, term | 30 years | |||||||||
Effective interest rate (percent) | 1.65% | 1.65% | 1.65% | 1.65% | ||||||
Notes payable | Installment notes | ||||||||||
Debt Instrument | ||||||||||
Long-term debt | 10,290,000 | $ 98,914,000 | 10,290,000 | |||||||
Notes payable | Minimum | Installment notes | ||||||||||
Debt Instrument | ||||||||||
Effective interest rate (percent) | 1.90% | 1.90% | 1.90% | 1.90% | ||||||
Notes payable | Maximum | Installment notes | ||||||||||
Debt Instrument | ||||||||||
Effective interest rate (percent) | 8.10% | 8.10% | 8.10% | 8.10% | ||||||
Installment notes for stock | ||||||||||
Debt Instrument | ||||||||||
Long-term debt | $ 1,944,000 | $ 962,000 | $ 1,944,000 | |||||||
Installment notes for stock | Minimum | ||||||||||
Debt Instrument | ||||||||||
Debt instrument, term | 5 years | |||||||||
Effective interest rate (percent) | 3.50% | 3.50% | 3.50% | 3.50% | ||||||
Installment notes for stock | Maximum | ||||||||||
Debt Instrument | ||||||||||
Debt instrument, term | 10 years | |||||||||
Effective interest rate (percent) | 5.50% | 5.50% | 5.50% | 5.50% | ||||||
Revolving credit facilities | ||||||||||
Debt Instrument | ||||||||||
Borrowing availability | $ 263,200,000 | |||||||||
Revolving credit facilities | Australia senior secured credit facility | ||||||||||
Debt Instrument | ||||||||||
Borrowing availability | $ 15,000,000 | 10,600,000 | $ 15,000,000 | |||||||
Commitment fee (percent) | 1.15% | |||||||||
Overdraft fee (percent) | 1.00% | |||||||||
Revolving credit facilities | Euro revolving facility | ||||||||||
Debt Instrument | ||||||||||
Debt instrument, interest rate floor (percent) | 0.00% | |||||||||
Line of credit outstanding | 0 | |||||||||
Maximum borrowing capacity | € | € 39,000,000 | |||||||||
Commitment fee (percent) | 1.00% | |||||||||
Maximum additional borrowings | € | € 10,000,000 | |||||||||
Revolving credit facilities | BBSY | Australia senior secured credit facility | ||||||||||
Debt Instrument | ||||||||||
Debt instrument, variable rate (percent) | 0.75% | |||||||||
Revolving credit facilities | IBOR | Euro revolving facility | ||||||||||
Debt Instrument | ||||||||||
Debt instrument, variable rate (percent) | 2.50% | |||||||||
Revolving credit facilities | Line of Credit | ||||||||||
Debt Instrument | ||||||||||
Debt instrument, interest rate floor (percent) | 0.00% | 0.00% | ||||||||
Write off of debt issuance cost | $ 200,000 | |||||||||
Unused commitment fee (percent) | 0.25% | |||||||||
Long-term debt | $ 0 | 85,000,000 | $ 0 | |||||||
Revolving credit facilities | Line of Credit | ABL Facility | ||||||||||
Debt Instrument | ||||||||||
Debt instrument face amount | $ 300,000,000 | $ 300,000,000 | ||||||||
Debt instrument, interest rate floor (percent) | 0.00% | 0.00% | ||||||||
Increase to maximum borrowing capacity | 100,000,000 | |||||||||
Long-term debt | 85,000,000 | |||||||||
Line of credit outstanding | 39,200,000 | |||||||||
Borrowing availability | $ 208,600,000 | |||||||||
Revolving credit facilities | Line of Credit | Minimum | ||||||||||
Debt Instrument | ||||||||||
Effective interest rate (percent) | 3.94% | 3.94% | 3.94% | 3.94% | ||||||
Revolving credit facilities | Line of Credit | Maximum | ||||||||||
Debt Instrument | ||||||||||
Effective interest rate (percent) | 4.02% | 4.02% | 4.02% | 4.02% | ||||||
Revolving credit facilities | Line of Credit | LIBOR | Minimum | ||||||||||
Debt Instrument | ||||||||||
Debt instrument, variable rate (percent) | 1.50% | |||||||||
Revolving credit facilities | Line of Credit | LIBOR | Minimum | ABL Facility | ||||||||||
Debt Instrument | ||||||||||
Debt instrument, variable rate (percent) | 1.25% | |||||||||
Revolving credit facilities | Line of Credit | LIBOR | Maximum | ||||||||||
Debt Instrument | ||||||||||
Debt instrument, variable rate (percent) | 2.00% | |||||||||
Revolving credit facilities | Line of Credit | LIBOR | Maximum | ABL Facility | ||||||||||
Debt Instrument | ||||||||||
Debt instrument, variable rate (percent) | 1.75% | |||||||||
Revolving credit facilities | Electronic payaway | Australia senior secured credit facility | ||||||||||
Debt Instrument | ||||||||||
Borrowing availability | $ 4,900,000 | $ 7,000,000 | ||||||||
Maximum borrowing capacity | $ 7,000,000 | |||||||||
Revolving credit facilities | Asset financing | Australia senior secured credit facility | ||||||||||
Debt Instrument | ||||||||||
Borrowing availability | 400,000 | 600,000 | ||||||||
Maximum borrowing capacity | 2,500,000 | |||||||||
Revolving credit facilities | Commercial credit card | Australia senior secured credit facility | ||||||||||
Debt Instrument | ||||||||||
Borrowing availability | 600,000 | 800,000 | ||||||||
Maximum borrowing capacity | 950,000 | |||||||||
Revolving credit facilities | Overdraft | Australia senior secured credit facility | ||||||||||
Debt Instrument | ||||||||||
Borrowing availability | 3,500,000 | 5,000,000 | ||||||||
Maximum borrowing capacity | $ 5,000,000 | |||||||||
Revolving credit facilities | Letter of Credit | Euro revolving facility | ||||||||||
Debt Instrument | ||||||||||
Line of credit outstanding | 600,000 | € 600,000 | ||||||||
Borrowing availability | 44,000,000 | € 38,400,000 | ||||||||
Secured Debt | Notes payable | Australian Facility | ||||||||||
Debt Instrument | ||||||||||
Unused commitment fee (percent) | 1.25% | |||||||||
Long-term debt | 35,200,000 | |||||||||
Increase in borrowing capacity | $ 55,000,000 | |||||||||
Secured Debt | Notes payable | BBSY | Minimum | Australian Facility | ||||||||||
Debt Instrument | ||||||||||
Debt instrument, variable rate (percent) | 1.00% | |||||||||
Secured Debt | Notes payable | BBSY | Maximum | Australian Facility | ||||||||||
Debt Instrument | ||||||||||
Debt instrument, variable rate (percent) | 1.10% | |||||||||
Interchangeable facility | Line of Credit | Australia senior secured credit facility | ||||||||||
Debt Instrument | ||||||||||
Borrowing availability | $ 1,300,000 | $ 1,900,000 | ||||||||
Maximum borrowing capacity | $ 12,000,000 | |||||||||
Acquisition of ABS, A&L, Domofern Int., and D&K | Notes payable | Installment notes | ||||||||||
Debt Instrument | ||||||||||
Long-term debt | $ 11,000,000 | |||||||||
Acquisition of ABS, A&L, Domofern Int., and D&K | Notes payable | Minimum | Installment notes | ||||||||||
Debt Instrument | ||||||||||
Effective interest rate (percent) | 1.90% | |||||||||
Acquisition of ABS, A&L, Domofern Int., and D&K | Notes payable | Maximum | Installment notes | ||||||||||
Debt Instrument | ||||||||||
Effective interest rate (percent) | 4.87% |
Deferred Credits and Other Li_3
Deferred Credits and Other Liabilities (Details) - USD ($) $ in Thousands | 12 Months Ended | ||||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | Mar. 31, 2018 | Dec. 31, 2015 | |
Other Liabilities Disclosure [Abstract] | |||||
Warranty liability (Note 14) | $ 25,939 | $ 26,709 | $ 27,158 | ||
Headquarter lease liability (Note 7) | 0 | 19,860 | $ 20,400 | ||
Uncertain tax positions (Note 17) | 18,951 | 14,519 | 12,054 | $ 11,634 | |
Workers' compensation claims accrual | 14,977 | 14,179 | |||
Other liabilities | 8,971 | 9,444 | |||
Restructuring accrual (Note 24) | 2,005 | 3,877 | |||
Over-market lease liabilities | 1,126 | 2,142 | |||
Deferred income | 69 | 609 | |||
Long term accrued income taxes payable (Note 17) | 0 | 11,275 | |||
Deferred credits and other non current liabilities | 72,038 | 102,614 | |||
Noncash over-market lease expense | $ 500 | $ 500 | $ 500 |
Income Taxes - Narratives (Deta
Income Taxes - Narratives (Details) | 3 Months Ended | 12 Months Ended | 24 Months Ended | |||
Dec. 31, 2017USD ($) | Dec. 31, 2016USD ($) | Dec. 31, 2018USD ($) | Dec. 31, 2017USD ($) | Dec. 31, 2016USD ($)acquisition | Dec. 31, 2018USD ($) | |
Operating Loss Carryforwards | ||||||
Effective rate for continuing operations (percent) | (5.90%) | 95.10% | (189.10%) | |||
Tax Cuts And Jobs Act, additional income tax expense impacting deferred tax assets | $ 21,100,000 | $ 21,100,000 | ||||
Tax Cuts and Jobs Act, incomplete accounting, transition tax for accumulated foreign earnings, income tax | 11,300,000 | $ (11,300,000) | ||||
Repatriation transaction | 65,800,000 | 17,657,000 | 86,119,000 | $ 1,992,000 | ||
Tax benefit from the effects of Tax Act | 40,200,000 | |||||
Tax Cuts and Jobs Act, total effect on deferred tax asset | $ 55,300,000 | |||||
Tax Cuts and Jobs Act, adjustment to earnings | 34,200,000 | |||||
Tax Cuts and Jobs Act, total effect of one-time repatriation tax | 0 | |||||
Tax Cuts and Jobs Act, adjustments to accumulated foreign earnings | 63,100,000 | 2,700,000 | ||||
Tax Cuts and Jobs Act, adjustments to net operating loss | 85,700,000 | |||||
Tax Cuts and Jobs Act, effects of rate differentials on foreign tax credit | 97,600,000 | |||||
Tax Cuts and Jobs Act, adjustment to valuation allowance | 75,000,000 | |||||
Acquisition of ABS | (10,189,000) | 0 | 0 | |||
U.S. Tax Reform | (62,836,000) | 32,414,000 | 0 | |||
Tax Cuts And Jobs Act Of 2017, adjustment to foreign dividend source | 85,500,000 | |||||
Tax Cuts And Jobs Act Of 2017, adjustments to tax rate differences and credits | 90,800,000 | (96,231,000) | 91,109,000 | (382,000) | ||
IRS audit adjustments | 0 | (699,000) | 113,000 | |||
Deferred benefit on acquisitions | 0 | 6,201,000 | 0 | |||
Income tax expense (benefit), adjustment for deferred tax (asset) liability | $ 5,400,000 | |||||
Prior year correction | 1,400,000 | 0 | 0 | $ 1,392,000 | ||
Number of business acquired | acquisition | 3 | |||||
Valuation allowance | 144,701,000 | 57,571,000 | 144,701,000 | 57,571,000 | ||
Change in deferred tax asset valuation | (87,100,000) | (104,600,000) | ||||
Decrease in deferred tax asset | (75,000,000) | 71,100,000 | ||||
Decrease to foreign tax credit | 2,200,000 | |||||
Decrease to state NOL | (8,300,000) | 28,300,000 | ||||
Other changes to deferred tax asset | 1,600,000 | 500,000 | ||||
Decrease in NOL carryforward | 172,100,000 | 19,300,000 | $ 256,200,000 | |||
Operating loss carryforwards | 1,477,700,000 | 1,477,700,000 | ||||
Operating loss carryforward not subject to expiration | 85,600,000 | 85,600,000 | ||||
Decrease in capital loss carryforward | (1,200,000) | |||||
Tax credit carryforward | 63,447,000 | 63,447,000 | ||||
Undistributed earnings of foreign subsidiary | 121,000,000 | 121,000,000 | ||||
Deferred Tax Liabilities, Undistributed Foreign Earnings | 202,500,000 | 202,500,000 | ||||
Tax Cuts and Jobs Act, foreign subsidiary unrecognized in deferred tax liability | 5,700,000 | 5,700,000 | ||||
Payments for income taxes | 49,700,000 | 29,000,000 | 34,700,000 | |||
Proceeds from tax refunds | 3,300,000 | 6,500,000 | 7,900,000 | |||
Refundable income taxes | 4,234,000 | 9,677,000 | 4,234,000 | 9,677,000 | ||
Current portion of accrued income taxes payable | 10,962,000 | 2,128,000 | 10,962,000 | 2,128,000 | ||
Long-term taxes receivable | 0 | 800,000 | 0 | 800,000 | ||
Unrecognized tax benefits | 13,251,000 | 11,648,000 | 16,575,000 | 13,251,000 | 11,648,000 | 16,575,000 |
Unrecognized tax benefits that would impact effective tax rate | 13,300,000 | 11,600,000 | 16,600,000 | 13,300,000 | 11,600,000 | 16,600,000 |
Long term accrued income taxes payable | 11,275,000 | 0 | 11,275,000 | 0 | ||
Canada | ||||||
Operating Loss Carryforwards | ||||||
Deferred tax asset, adjustments for foreign subsidiary | 2,000,000 | |||||
Australia | ||||||
Operating Loss Carryforwards | ||||||
Deferred tax asset, adjustments for foreign subsidiary | 6,700,000 | |||||
Capital Loss Carryforward | ||||||
Operating Loss Carryforwards | ||||||
Tax credit carryforward | 21,200,000 | 21,200,000 | ||||
Closed operations | ||||||
Operating Loss Carryforwards | ||||||
Valuation allowance | $ 0 | 0 | 0 | 0 | ||
Valuation Allowance of Deferred Tax Assets | ||||||
Operating Loss Carryforwards | ||||||
Tax Cuts And Jobs Act Of 2017, adjustment to valuation allowance | 71,100,000 | |||||
Release of valuation allowances | 0 | 2,006,000 | 272,291,000 | |||
Valuation allowance, reduction related to prior years | (85,828,000) | 105,453,000 | (5,006,000) | |||
Valuation allowances established | 260,000 | $ 0 | 1,489,000 | |||
Estonia Taxing Authority | ||||||
Operating Loss Carryforwards | ||||||
Undistributed earnings of foreign subsidiary | 66,300,000 | $ 68,100,000 | 66,300,000 | $ 68,100,000 | ||
Corporate tax rate (percent) | 20.00% | 20.00% | ||||
Taxable potion of undistrubuted earnings in foreign subsidiary | $ 19,900,000 | $ 19,900,000 | ||||
Foreign Tax Authority | Australian Taxation Office | ||||||
Operating Loss Carryforwards | ||||||
Effective rate for continuing operations (percent) | 30.00% | |||||
Foreign Tax Authority | Canada Revenue Agency | ||||||
Operating Loss Carryforwards | ||||||
Effective rate for continuing operations (percent) | 27.00% | |||||
Foreign Tax Authority | Her Majesty's Revenue and Customs (HMRC) | ||||||
Operating Loss Carryforwards | ||||||
Effective rate for continuing operations (percent) | 19.00% | |||||
U.S | ||||||
Operating Loss Carryforwards | ||||||
Decrease in NOL carryforward | $ 124,800,000 |
Income Taxes - Income (Loss) fr
Income Taxes - Income (Loss) from Continuing Operations before Equity Method Investments, Income Taxes, Noncontrolling Interest (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2018 | Sep. 29, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | Jul. 01, 2017 | Apr. 01, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Income (Loss) from Continuing Operations before Equity Method Investments, Income Taxes, Noncontrolling Interest | |||||||||||
Domestic (loss) income | $ (1,679) | $ (7,346) | $ 25,042 | ||||||||
Foreign income | 137,256 | 153,101 | 105,278 | ||||||||
Income before taxes, equity earnings | $ 44,149 | $ (2,721) | $ 58,641 | $ 35,508 | $ 10,906 | $ 63,242 | $ 63,408 | $ 8,199 | $ 135,577 | $ 145,755 | $ 130,320 |
Income Taxes - Provision for In
Income Taxes - Provision for Income Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Current Income Tax Expense (Benefit), Continuing Operations | |||
Federal | $ (9,760) | $ 11,699 | $ 1,015 |
State | 764 | 667 | 72 |
Foreign | 35,714 | 29,461 | 18,274 |
Current income tax expense | 26,718 | 41,827 | 19,361 |
Deferred Income Tax Expense (Benefit) | |||
Federal | (23,475) | 60,618 | (164,765) |
State | (12,847) | 27,241 | (74,882) |
Foreign | 1,646 | 8,917 | (26,108) |
Deferred taxes | (34,676) | 96,776 | (265,755) |
Total (benefit) provision for income taxes | $ (7,958) | $ 138,603 | $ (246,394) |
Income Taxes - Income Tax Recon
Income Taxes - Income Tax Reconciliation (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Effective Income Tax Rate Reconciliation, Amount | |||||
Statutory rate | $ 28,471 | $ 51,015 | $ 45,612 | ||
State income tax, net of federal benefit | (1,294) | (4,784) | 221 | ||
Nondeductible expenses | 1,097 | 1,950 | 1,797 | ||
Acquisition of ABS | (10,189) | 0 | 0 | ||
Equity based compensation | 54 | (12,718) | 826 | ||
Deferred benefit on acquisitions | 0 | (6,201) | 0 | ||
Foreign tax rate differential | 3,426 | (17,959) | (12,237) | ||
Tax rate differences and credits | $ (90,800) | 96,231 | (91,109) | 382 | |
Uncertain tax positions | 5,443 | 736 | 406 | ||
Foreign source dividends and deemed inclusions | $ 65,800 | 17,657 | 86,119 | 1,992 | |
Valuation allowance | (85,876) | 98,156 | (282,616) | ||
IRS audit adjustments | 0 | (699) | 113 | ||
Prior year correction | $ (1,400) | 0 | 0 | (1,392) | |
U.S. Tax Reform | (62,836) | 32,414 | 0 | ||
Other | (142) | 1,683 | (1,498) | ||
Income tax provision (benefit) for continuing operations | (7,958) | 138,603 | (246,394) | ||
Total (benefit) provision for income taxes | $ (7,958) | $ 138,603 | $ (246,394) | ||
Effective Income Tax Rate Reconciliation, Percent | |||||
Statutory rate | 21.00% | 35.00% | 35.00% | ||
State income tax, net of federal benefit | (1.00%) | (3.30%) | 0.20% | ||
Nondeductible expenses | 0.80% | 1.30% | 1.40% | ||
Acquisition of ABS | (7.50%) | 0.00% | 0.00% | ||
Equity based compensation | 0.00% | (8.70%) | 0.60% | ||
Deferred benefit on acquisitions | (0.00%) | (4.20%) | (0.00%) | ||
Foreign tax rate differential | 2.50% | (12.30%) | (9.40%) | ||
Tax rate differences and credits | 71.00% | (62.50%) | 0.30% | ||
Uncertain tax positions | 4.00% | 0.50% | 0.30% | ||
Foreign source dividends and deemed inclusions | 13.00% | 59.10% | 1.50% | ||
Valuation allowance | (63.30%) | 67.30% | (216.90%) | ||
IRS audit adjustments | 0.00% | (0.50%) | 0.10% | ||
Prior year correction | 0.00% | 0.00% | (1.10%) | ||
U.S. Tax Reform | (46.30%) | 22.20% | 0.00% | ||
Other | (0.10%) | 1.20% | (1.10%) | ||
Effective rate for continuing operations | (5.90%) | 95.10% | (189.10%) | ||
Effective rate including discontinued operations | (5.90%) | 95.10% | (189.10%) |
Income Taxes - Deferred Income
Income Taxes - Deferred Income Asset (Liability) (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Components of Deferred Tax Assets and Liabilities [Abstract] | ||
Allowance for doubtful accounts and notes receivable | $ 1,573 | $ 1,102 |
Employee benefits and compensation | 50,665 | 54,961 |
Net operating loss and tax credit carryforwards | 214,828 | 292,957 |
Inventory | 5,920 | 4,125 |
Deferred credits | 635 | 889 |
Accrued liabilities and other | 38,526 | 17,478 |
Gross deferred tax assets | 312,147 | 371,512 |
Valuation allowance | (57,571) | (144,701) |
Deferred tax assets | 254,576 | 226,811 |
Depreciation and amortization | (58,441) | (42,632) |
Investments and marketable securities | 473 | (9,702) |
Deferred tax liabilities | (57,968) | (52,334) |
Net deferred tax assets | 196,608 | 174,477 |
Balance sheet presentation: | ||
Long-term assets | 207,065 | 183,726 |
Long-term liabilities | (10,457) | (9,249) |
Net deferred tax assets | $ 196,608 | $ 174,477 |
Income Taxes - Deferred Tax Ass
Income Taxes - Deferred Tax Asset Valuation Allowance (Details) - Valuation Allowance of Deferred Tax Assets - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
SEC Schedule, 12-09, Movement in Valuation Allowances and Reserves [Roll Forward] | |||
Beginning balance | $ (144,701) | $ (40,118) | $ (318,480) |
Valuation allowances established | (260) | 0 | (1,489) |
Changes to existing valuation allowances | 85,828 | (105,453) | 5,006 |
Release of valuation allowances | 0 | 2,006 | 272,291 |
Currency translation | 1,562 | (1,136) | 2,554 |
Ending balance | $ (57,571) | $ (144,701) | $ (40,118) |
Income Taxes - Operating Loss C
Income Taxes - Operating Loss Carryforward Expiration (Details) $ in Thousands | Dec. 31, 2018USD ($) |
Income Tax Disclosure [Abstract] | |
2,019 | $ 9,254 |
2,020 | 2,771 |
2,021 | 11,955 |
2,022 | 15,871 |
Thereafter | 1,352,261 |
Total loss carryforwards | $ 1,392,112 |
Income Taxes - Tax Credit Carry
Income Taxes - Tax Credit Carryforward (Details) $ in Thousands | Dec. 31, 2018USD ($) |
Operating Loss Carryforwards | |
2,019 | $ 0 |
2,020 | 12,975 |
2,021 | 15,066 |
2,022 | 1,062 |
2,023 | 7,532 |
Thereafter | 26,812 |
Tax credit carryforward | 63,447 |
EZ Credit | |
Operating Loss Carryforwards | |
2,019 | 0 |
2,020 | 0 |
2,021 | 0 |
2,022 | 0 |
2,023 | 0 |
Thereafter | 68 |
Tax credit carryforward | 68 |
R & E credit | |
Operating Loss Carryforwards | |
2,019 | 0 |
2,020 | 0 |
2,021 | 0 |
2,022 | 0 |
2,023 | 0 |
Thereafter | 6,614 |
Tax credit carryforward | 6,614 |
Foreign Tax Credit | |
Operating Loss Carryforwards | |
2,019 | 0 |
2,020 | 12,975 |
2,021 | 14,990 |
2,022 | 1,061 |
2,023 | 5,735 |
Thereafter | 11,485 |
Tax credit carryforward | 46,246 |
Work Opportunity & Welfare to Work Credit | |
Operating Loss Carryforwards | |
2,019 | 0 |
2,020 | 0 |
2,021 | 0 |
2,022 | 0 |
2,023 | 0 |
Thereafter | 6,823 |
Tax credit carryforward | 6,823 |
State Investment Tax Credits | |
Operating Loss Carryforwards | |
2,019 | 0 |
2,020 | 0 |
2,021 | 76 |
2,022 | 1 |
2,023 | 1,797 |
Thereafter | 1,720 |
Tax credit carryforward | 3,594 |
Tip Credit | |
Operating Loss Carryforwards | |
2,019 | 0 |
2,020 | 0 |
2,021 | 0 |
2,022 | 0 |
2,023 | 0 |
Thereafter | 102 |
Tax credit carryforward | $ 102 |
Income Taxes - Unrecognized Tax
Income Taxes - Unrecognized Tax Position Rollforward (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns | |||
Balance as of January 1, | $ 14,519 | $ 12,054 | $ 11,634 |
Increase for tax positions taken during the prior period | 2,620 | 252 | 359 |
Decrease for settlements with taxing authorities | (157) | (788) | 0 |
Increase for tax positions taken during the current period | 300 | 107 | 0 |
Currency translation | 1,626 | ||
Currency translation | (707) | (345) | |
Unrecognized tax benefits | 16,575 | 13,251 | 11,648 |
Accrued interest and penalties | 2,376 | 1,268 | 406 |
Ending balance | $ 18,951 | $ 14,519 | $ 12,054 |
Segment Information - Narrative
Segment Information - Narratives (Details) $ in Thousands | Jan. 02, 2018USD ($) | Dec. 31, 2018USD ($)segment | Dec. 31, 2017USD ($) | Dec. 31, 2016USD ($) |
Segment Reporting Information | ||||
Number of reportable segments | segment | 3 | |||
Write off of debt issuance cost | $ 6,097 | |||
Additional inventory costs | 1 | $ 4,506 | ||
Other non-cash expenses | $ 3,859 | 526 | 2,843 | |
Legal settlement accrual | 76,500 | |||
Legal fees | 25,444 | 34,178 | 450 | |
Business acquisition, transaction costs | 10,324 | 3,484 | 1,626 | |
Executive compensation expense | 3,381 | |||
Consolidation and reorganization cost | 2,901 | |||
Realized gain (loss) on hedge | 5,396 | (4,176) | ||
Secondary offering | 2,202 | |||
Professional fees | $ 6,300 | 754 | ||
Consolidating cost | 678 | |||
Taxes related to equity based compensation | 649 | |||
Business exit costs | 578 | 346 | ||
IPO cost | 3,721 | |||
Gain on the settlement of contract | 2,247 | |||
Distributions paid | 0 | 0 | 404,198 | |
Legal fees related to disposal of assets | 584 | |||
Dividend related costs | 507 | |||
Employee recruitment expense | 500 | |||
Warranty reserve | ||||
Segment Reporting Information | ||||
Other non-cash expenses | 2,153 | |||
ABS and Domoferm | ||||
Segment Reporting Information | ||||
Inventory write-down | $ 3,740 | |||
Mattiovi | ||||
Segment Reporting Information | ||||
Inventory write-down | $ 439 | |||
Trend | ||||
Segment Reporting Information | ||||
Inventory write-down | 357 | |||
Vested and Restricted Shares | ||||
Segment Reporting Information | ||||
Distributions paid | $ 20,695 |
Segment Information - Reportabl
Segment Information - Reportable Segment (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2018 | Sep. 29, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | Jul. 01, 2017 | Apr. 01, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Segment Reporting Information, Profit (Loss) | |||||||||||
Net revenues | $ 1,091,078 | $ 1,136,949 | $ 1,172,497 | $ 946,179 | $ 975,783 | $ 991,325 | $ 948,788 | $ 847,853 | $ 4,346,703 | $ 3,763,749 | $ 3,666,942 |
Depreciation and amortization | 125,100 | 111,273 | 107,995 | ||||||||
Impairment and restructuring charges | 17,328 | 13,056 | 13,847 | ||||||||
Adjusted EBITDA | 465,346 | 437,613 | 393,682 | ||||||||
Capital expenditures | 118,700 | 63,049 | 79,497 | ||||||||
Segment assets | 3,051,055 | 2,862,940 | 3,051,055 | 2,862,940 | 2,536,046 | ||||||
North America | |||||||||||
Segment Reporting Information, Profit (Loss) | |||||||||||
Net revenues | 2,460,987 | 2,157,898 | 2,149,311 | ||||||||
Europe | |||||||||||
Segment Reporting Information, Profit (Loss) | |||||||||||
Net revenues | 1,215,801 | 1,042,767 | 1,008,729 | ||||||||
Australasia | |||||||||||
Segment Reporting Information, Profit (Loss) | |||||||||||
Net revenues | 669,915 | 563,084 | 508,902 | ||||||||
Operating Segments | |||||||||||
Segment Reporting Information, Profit (Loss) | |||||||||||
Net revenues | 4,360,134 | 3,777,473 | 3,680,689 | ||||||||
Depreciation and amortization | 120,807 | 108,217 | 103,808 | ||||||||
Impairment and restructuring charges | 18,214 | 12,014 | 12,809 | ||||||||
Adjusted EBITDA | 499,349 | 481,229 | 433,924 | ||||||||
Capital expenditures | 95,320 | 55,677 | 76,376 | ||||||||
Segment assets | 2,740,907 | 2,575,495 | 2,740,907 | 2,575,495 | 2,229,004 | ||||||
Operating Segments | North America | |||||||||||
Segment Reporting Information, Profit (Loss) | |||||||||||
Net revenues | 2,462,268 | 2,159,919 | 2,153,154 | ||||||||
Depreciation and amortization | 71,945 | 66,990 | 68,207 | ||||||||
Impairment and restructuring charges | 4,933 | 8,471 | 3,584 | ||||||||
Adjusted EBITDA | 278,975 | 273,594 | 251,831 | ||||||||
Capital expenditures | 57,805 | 34,769 | 39,775 | ||||||||
Segment assets | 1,355,730 | 1,207,539 | 1,355,730 | 1,207,539 | 1,099,845 | ||||||
Operating Segments | Europe | |||||||||||
Segment Reporting Information, Profit (Loss) | |||||||||||
Net revenues | 1,216,706 | 1,045,036 | 1,009,545 | ||||||||
Depreciation and amortization | 31,132 | 27,979 | 26,657 | ||||||||
Impairment and restructuring charges | 6,111 | 3,592 | 6,777 | ||||||||
Adjusted EBITDA | 129,202 | 132,929 | 122,574 | ||||||||
Capital expenditures | 25,369 | 14,889 | 14,991 | ||||||||
Segment assets | 902,684 | 920,222 | 902,684 | 920,222 | 751,749 | ||||||
Operating Segments | Australasia | |||||||||||
Segment Reporting Information, Profit (Loss) | |||||||||||
Net revenues | 681,160 | 572,518 | 517,990 | ||||||||
Depreciation and amortization | 17,730 | 13,248 | 8,944 | ||||||||
Impairment and restructuring charges | 7,170 | (49) | 2,448 | ||||||||
Adjusted EBITDA | 91,172 | 74,706 | 59,519 | ||||||||
Capital expenditures | 12,146 | 6,019 | 21,610 | ||||||||
Segment assets | 482,493 | 447,734 | 482,493 | 447,734 | 377,410 | ||||||
Corporate and Unallocated Costs | |||||||||||
Segment Reporting Information, Profit (Loss) | |||||||||||
Depreciation and amortization | 4,293 | 3,056 | 4,187 | ||||||||
Impairment and restructuring charges | (886) | 1,042 | 1,038 | ||||||||
Adjusted EBITDA | (34,003) | (43,616) | (40,242) | ||||||||
Capital expenditures | 23,380 | 7,372 | 3,121 | ||||||||
Segment assets | $ 310,148 | $ 287,445 | 310,148 | 287,445 | 307,042 | ||||||
Intersegment Eliminations | |||||||||||
Segment Reporting Information, Profit (Loss) | |||||||||||
Net revenues | (13,431) | (13,724) | (13,747) | ||||||||
Intersegment Eliminations | North America | |||||||||||
Segment Reporting Information, Profit (Loss) | |||||||||||
Net revenues | (1,281) | (2,021) | (3,843) | ||||||||
Intersegment Eliminations | Europe | |||||||||||
Segment Reporting Information, Profit (Loss) | |||||||||||
Net revenues | (905) | (2,269) | (816) | ||||||||
Intersegment Eliminations | Australasia | |||||||||||
Segment Reporting Information, Profit (Loss) | |||||||||||
Net revenues | $ (11,245) | $ (9,434) | $ (9,088) |
Segment Information - Reconcili
Segment Information - Reconciliation of Net Income to EBITDA (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2018 | Sep. 29, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | Jul. 01, 2017 | Apr. 01, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Segment Reporting, Other Significant Reconciling Item, Consolidated | |||||||||||
Net income | $ 39,665 | $ 28,885 | $ 35,452 | $ 40,271 | $ (93,690) | $ 51,275 | $ 46,778 | $ 6,428 | $ 144,273 | $ 10,791 | $ 377,181 |
Loss from discontinued operations, net of tax | 0 | 0 | 3,324 | ||||||||
Equity earnings in non-consolidated entities | (738) | (3,639) | (3,791) | ||||||||
Income tax (benefit) expense | (7,958) | 138,603 | (246,394) | ||||||||
Depreciation and amortization | 125,100 | 111,273 | 107,995 | ||||||||
Interest expense, net | 70,818 | 79,034 | 77,590 | ||||||||
Impairment and restructuring charges | 17,328 | 13,057 | 18,353 | ||||||||
Gain on previously held shares of an equity investment | $ (20,800) | (20,767) | 0 | 0 | |||||||
Loss (gain) on sale of property and equipment | 144 | (299) | (3,275) | ||||||||
Stock-based compensation | 15,052 | 19,785 | 22,464 | ||||||||
Non-cash foreign exchange transaction/translation loss (income) | 8 | (2,181) | 5,734 | ||||||||
Other non-cash expenses | 3,859 | 526 | 2,843 | ||||||||
Other items | 117,933 | 47,000 | 30,585 | ||||||||
Costs relating to debt restructuring, debt refinancing | 294 | 23,663 | 1,073 | ||||||||
Adjusted EBITDA | $ 465,346 | $ 437,613 | $ 393,682 |
Segment Information - Net Reven
Segment Information - Net Revenue by Location (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2018 | Sep. 29, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | Jul. 01, 2017 | Apr. 01, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Revenues from External Customers and Long-Lived Assets | |||||||||||
Net revenues | $ 1,091,078 | $ 1,136,949 | $ 1,172,497 | $ 946,179 | $ 975,783 | $ 991,325 | $ 948,788 | $ 847,853 | $ 4,346,703 | $ 3,763,749 | $ 3,666,942 |
Canada | |||||||||||
Revenues from External Customers and Long-Lived Assets | |||||||||||
Net revenues | 201,134 | 219,877 | 218,947 | ||||||||
U.S. | |||||||||||
Revenues from External Customers and Long-Lived Assets | |||||||||||
Net revenues | 2,228,102 | 1,904,754 | 1,893,728 | ||||||||
South America (including Mexico) | |||||||||||
Revenues from External Customers and Long-Lived Assets | |||||||||||
Net revenues | 34,422 | 35,280 | 34,518 | ||||||||
Europe | |||||||||||
Revenues from External Customers and Long-Lived Assets | |||||||||||
Net revenues | 1,240,234 | 1,063,344 | 1,035,398 | ||||||||
Australia | |||||||||||
Revenues from External Customers and Long-Lived Assets | |||||||||||
Net revenues | 634,976 | 530,521 | 476,251 | ||||||||
Africa and other | |||||||||||
Revenues from External Customers and Long-Lived Assets | |||||||||||
Net revenues | $ 7,835 | $ 9,973 | $ 8,100 |
Segment Information - Segment L
Segment Information - Segment Long Lived Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 |
Revenues from External Customers and Long-Lived Assets | |||
Property and equipment, net | $ 843,403 | $ 756,711 | $ 704,651 |
U.S. | Corporate | |||
Revenues from External Customers and Long-Lived Assets | |||
Property and equipment, net | 53,729 | 48,619 | 21,465 |
North America | |||
Revenues from External Customers and Long-Lived Assets | |||
Property and equipment, net | 484,417 | 428,214 | 425,394 |
North America | U.S. | |||
Revenues from External Customers and Long-Lived Assets | |||
Property and equipment, net | 459,506 | 402,338 | 400,023 |
North America | North America Other | |||
Revenues from External Customers and Long-Lived Assets | |||
Property and equipment, net | 24,911 | 25,876 | 25,371 |
Europe | |||
Revenues from External Customers and Long-Lived Assets | |||
Property and equipment, net | 181,038 | 153,492 | 145,470 |
Australasia | |||
Revenues from External Customers and Long-Lived Assets | |||
Property and equipment, net | 124,219 | 126,386 | 112,322 |
Australasia | Australia | |||
Revenues from External Customers and Long-Lived Assets | |||
Property and equipment, net | 113,922 | 118,568 | 104,063 |
Australasia | Australiasia Other | |||
Revenues from External Customers and Long-Lived Assets | |||
Property and equipment, net | $ 10,297 | $ 7,818 | $ 8,259 |
Series A Convertible Preferre_2
Series A Convertible Preferred Shares - Narratives (Details) - USD ($) | Jan. 31, 2017 | Jan. 03, 2017 | Oct. 31, 2016 | Jun. 30, 2016 | Nov. 03, 2016 | Dec. 31, 2018 | Dec. 31, 2017 | Feb. 01, 2017 | Dec. 31, 2016 |
Class of Stock | |||||||||
Preferred stock, shares authorized (shares) | 8,750,000 | 90,000,000 | 90,000,000 | 90,000,000 | |||||
Preferred stock, par value (usd per share) | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.01 | |||||
Preferred stock, shares issued (shares) | 0 | 0 | |||||||
Preferred stock, shares outstanding (shares) | 0 | 0 | |||||||
Dividends declared per share common stock (usd per share) | $ 4.09 | ||||||||
Indemnification expenses | $ 23,700,000 | ||||||||
Series A Preferred Stock | |||||||||
Class of Stock | |||||||||
Preferred stock, shares authorized (shares) | 8,749,999 | ||||||||
Conversion of stock (shares) | 64,211,172 | ||||||||
Preferred stock dividend rate | 10.00% | ||||||||
Preferred stock dividend (usd per share) | $ 21.77 | ||||||||
Outstanding shares included in distribution (shares) | 3,974,525 | ||||||||
Dividends | $ 306,700,000 | ||||||||
Authorized dividend distribution | $ 256,300,000 | $ 51,000,000 | |||||||
Dividends payable | $ 390,600,000 | ||||||||
Series A-1 Preferred Stock | |||||||||
Class of Stock | |||||||||
Preferred stock, shares authorized (shares) | 2,922,634 | ||||||||
Preferred stock, shares issued (shares) | 2,922,643 | ||||||||
Preferred stock, shares outstanding (shares) | 2,922,643 | ||||||||
Series A-2 Preferred Stock | |||||||||
Class of Stock | |||||||||
Preferred stock, shares authorized (shares) | 208,760 | ||||||||
Preferred stock, shares issued (shares) | 208,760 | ||||||||
Preferred stock, shares outstanding (shares) | 208,760 | ||||||||
Series A-3 Preferred Stock | |||||||||
Class of Stock | |||||||||
Preferred stock, shares authorized (shares) | 843,132 | ||||||||
Preferred stock, shares issued (shares) | 843,132 | ||||||||
Preferred stock, shares outstanding (shares) | 843,132 | ||||||||
Series A-4 Preferred Stock | |||||||||
Class of Stock | |||||||||
Preferred stock, shares authorized (shares) | 4,775,473 | ||||||||
Series B Preferred Stock | |||||||||
Class of Stock | |||||||||
Preferred stock, shares authorized (shares) | 1 | ||||||||
Preferred stock, shares issued (shares) | 1 | ||||||||
Preferred stock, shares outstanding (shares) | 1 | ||||||||
Common stock | |||||||||
Class of Stock | |||||||||
Outstanding shares included in distribution (shares) | 62,645,538 |
Capital Stock - Narratives (Det
Capital Stock - Narratives (Details) - USD ($) $ / shares in Units, $ in Thousands | Feb. 01, 2017 | Nov. 03, 2016 | Oct. 31, 2016 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | Apr. 30, 2018 | Jan. 31, 2017 | Jan. 03, 2017 | Nov. 01, 2016 |
Class of Stock | ||||||||||
Common stock authorized (shares) | 900,000,000 | 900,000,000 | 900,000,000 | 904,732,200 | ||||||
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 | $ 12,400 | $ 12,400 | ||||||||
Dividends declared per share common stock (usd per share) | $ 4.09 | |||||||||
Cash dividends | $ 74,000 | |||||||||
Dividends applied against related party notes | $ 200 | |||||||||
Common stock shares outstanding (shares) | 101,310,862 | 105,990,483 | ||||||||
Proceeds from sale of common stock, net of underwriting fees and commissions | $ 480,300 | $ 0 | $ 480,306 | $ 0 | ||||||
Cost associated with initial public offering | 7,900 | |||||||||
Capitalized initial public offering cost | $ 5,900 | |||||||||
Common shares repurchased (shares) | 5,287,964 | |||||||||
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 | 900,000,000 | |||||||
Common stock, par value (usd per share) | $ 0.01 | |||||||||
Conversion of stock (shares) | 309,404 | |||||||||
Common stock shares outstanding (shares) | 17,845,927 | |||||||||
B-1 Common Stock | ||||||||||
Class of Stock | ||||||||||
Common stock authorized (shares) | 430,200 | 4,732,200 | ||||||||
Common stock shares outstanding (shares) | 136,565 | |||||||||
Outstanding shares included in distribution (shares) | 232,373 | |||||||||
Common stock | ||||||||||
Class of Stock | ||||||||||
Outstanding shares included in distribution (shares) | 62,645,538 | |||||||||
Share authorized for repurchase (shares) | 250,000,000 | |||||||||
Shares repurchased (usd per share) | $ 23.64 |
Revenue Recognition - Deferred
Revenue Recognition - Deferred Revenue (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2018USD ($) | |
Change in Contract with Customer, Liability | |
Balance as of January 1 | $ 9,970 |
Increases due to cash received | 74,936 |
Liabilities assumed due to acquisition | 2,374 |
Revenue recognized during the period | (76,388) |
Currency translation | (1,038) |
Balance at period end | $ 9,854 |
Earnings Per Share - Basic Loss
Earnings Per Share - Basic Loss Per Share Calculation (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2018 | Sep. 29, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | Jul. 01, 2017 | Apr. 01, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Income from continuing operations | |||||||||||
Income from continuing operations | $ 143,535 | $ 7,152 | $ 376,714 | ||||||||
Equity earnings of non-consolidated entities | 738 | 3,639 | 3,791 | ||||||||
Income from continuing operations and equity earnings of non-consolidated entities | 144,273 | 10,791 | 380,505 | ||||||||
Undeclared Series A Convertible Preferred Stock dividends | 0 | (10,462) | (65,667) | ||||||||
Series A Convertible Preferred Stock distributions and dividends paid | 0 | 0 | 307,279 | ||||||||
Deemed Dividend on Series A Convertible Preferred Stock from Settlement Agreement | 0 | 0 | (23,701) | ||||||||
Net loss attributable to non-controlling interest | (87) | 0 | 0 | ||||||||
Income (loss) attributable to common shareholders from continuing operations | 144,360 | 329 | (16,142) | ||||||||
Loss from discontinued operations, net of tax | 0 | 0 | (3,324) | ||||||||
Net income (loss) attributable to common shareholders | $ 39,705 | $ 28,879 | $ 35,511 | $ 40,265 | $ (93,690) | $ 51,275 | $ 46,778 | $ (4,034) | $ 144,360 | $ 329 | $ (19,466) |
Weighted average outstanding shares of common stock basic (shares) | 104,530,572 | 97,460,676 | 17,992,879 | ||||||||
Basic income (loss) per share | |||||||||||
Income (loss) from continuing operations - basic (usd per share) | $ 1.38 | $ 0 | $ (0.90) | ||||||||
Loss from discontinued operations - basic (usd per share) | 0 | 0 | (0.18) | ||||||||
Net income (loss) per share - basic (usd per share) | $ 0.39 | $ 0.28 | $ 0.34 | $ 0.38 | $ (0.89) | $ 0.49 | $ 0.45 | $ (0.05) | $ 1.38 | $ 0 | $ (1.08) |
Earnings Per Share - Diluted Lo
Earnings Per Share - Diluted Loss Per Share Calculation (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2018 | Sep. 29, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | Jul. 01, 2017 | Apr. 01, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Earnings Per Share [Abstract] | |||||||||||
Net income attributable to common shareholders - basic and diluted | $ 39,705 | $ 28,879 | $ 35,511 | $ 40,265 | $ (93,690) | $ 51,275 | $ 46,778 | $ (4,034) | $ 144,360 | $ 329 | $ (19,466) |
Weighted average outstanding shares of common stock basic (shares) | 104,530,572 | 97,460,676 | 17,992,879 | ||||||||
Restricted stock units and options to purchase common stock (shares) | 1,830,085 | 4,001,459 | 0 | ||||||||
Weighted average outstanding shares of common stock diluted (shares) | 106,360,657 | 101,462,135 | 17,992,879 | ||||||||
Dilutive income (loss) per share | |||||||||||
Income (loss) from continuing operations- diluted (usd per share) | $ 1.36 | $ 0 | $ (0.90) | ||||||||
Loss from discontinued operations - diluted (usd per share) | 0 | 0 | (0.18) | ||||||||
Net income (loss) per share - diluted (usd per share) | $ 0.38 | $ 0.27 | $ 0.33 | $ 0.37 | $ (0.89) | $ 0.47 | $ 0.43 | $ (0.05) | $ 1.36 | $ 0 | $ (1.08) |
Earnings Per Share - Potentiall
Earnings Per Share - Potentially Dilutive Securities (Details) - shares | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Convertible debt | Series A Preferred Stock | |||
Incremental Weighted Average Shares Attributable to Dilutive Effect | |||
Antidilutive securities excluded from computation of diluted earnings per share | 0 | 0 | 3,974,525 |
Stock options | Common stock | |||
Incremental Weighted Average Shares Attributable to Dilutive Effect | |||
Antidilutive securities excluded from computation of diluted earnings per share | 1,019,390 | 545,693 | 1,812,404 |
Stock options | B-1 Common Stock | |||
Incremental Weighted Average Shares Attributable to Dilutive Effect | |||
Antidilutive securities excluded from computation of diluted earnings per share | 0 | 0 | 3,344,572 |
RSUs | |||
Incremental Weighted Average Shares Attributable to Dilutive Effect | |||
Antidilutive securities excluded from computation of diluted earnings per share | 87,720 | 537 | 385,220 |
Performance share units | |||
Incremental Weighted Average Shares Attributable to Dilutive Effect | |||
Antidilutive securities excluded from computation of diluted earnings per share | 84,809 | 0 |
Stock Compensation - Narratives
Stock Compensation - Narratives (Details) - USD ($) $ / shares in Units, $ in Thousands | Jun. 30, 2018 | Feb. 28, 2018 | Dec. 31, 2016 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2016 | Dec. 31, 2014 |
Share-based Compensation Arrangement by Share-based Payment Award | ||||||||
Stock-based compensation | $ 15,100 | $ 19,800 | $ 43,200 | |||||
Tax benefit from the exercise of stock options | 0 | 12,700 | $ 0 | |||||
Stock compensation not yet recognized | $ 21,200 | |||||||
Recognition period for stock compensation not yet recognized (years) | 2 years | |||||||
U.S | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award | ||||||||
Tax benefit from the exercise of stock options | $ 14,100 | |||||||
Foreign Tax Authority | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award | ||||||||
Tax benefit from the exercise of stock options | $ (1,400) | |||||||
Stock options | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award | ||||||||
Weighted average grant date fair value, options vested (usd per share) | $ 12.98 | $ 11.51 | $ 17.84 | |||||
Stock option term | 10 years | |||||||
Stock options | Minimum | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award | ||||||||
Vesting period | 3 years | |||||||
Stock options | Maximum | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award | ||||||||
Vesting period | 5 years | |||||||
RSUs | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award | ||||||||
Weighted average grant date fair value, RSU's vested (usd per share) | $ 25.21 | $ 18.40 | ||||||
Forfeited, shares | 530,867 | 13,714 | ||||||
RSUs | Board of Directors Chairman | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award | ||||||||
Granted, shares | 314,267 | |||||||
Forfeited, shares | 208,364 | |||||||
RSUs | Discount rate | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award | ||||||||
Equity measurement input | 10.00% | |||||||
RSUs | Minimum | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award | ||||||||
Vesting period | 12 months | |||||||
RSUs | Maximum | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award | ||||||||
Vesting period | 60 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 Class A | ||||||||
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 Incentive Plan, Cash Payments | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award | ||||||||
Stock-based compensation | $ 21,300 | |||||||
Stock Incentive Plan, Cash Payments | RSUs | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award | ||||||||
Weighted average grant date fair value, RSU's vested (usd per share) | $ 4.09 | |||||||
Stock Incentive Plan, Modified Terms | Common Class A | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award | ||||||||
Weighted average grant date fair value, options vested (usd per share) | 4.09 | |||||||
Stock Incentive Plan, Modified Terms | B-1 Common Stock | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award | ||||||||
Weighted average grant date fair value, options vested (usd per share) | $ 6.96 | |||||||
Plan modification, incremental compensation cost | $ 900 |
Stock Compensation - Key Assump
Stock Compensation - Key Assumptions (Details) - Stock options - $ / shares | 3 Months Ended | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Share-based Compensation Arrangement by Share-based Payment Award | ||||
Expected dividend yield rate, percent | 0.00% | 0.00% | 0.00% | 0.00% |
Weighted average grant date fair value (usd per share) | $ 12.98 | $ 11.51 | $ 17.84 | |
Minimum | ||||
Share-based Compensation Arrangement by Share-based Payment Award | ||||
Expected volatility range, percent | 34.56% | 34.81% | 37.36% | 43.57% |
Weighted average term (in years) | 2 years 6 months 25 days | 5 years 6 months | 5 years 6 months | 5 years 6 months |
Risk free rate, percent | 0.94% | 2.04% | 1.83% | 1.47% |
Maximum | ||||
Share-based Compensation Arrangement by Share-based Payment Award | ||||
Expected volatility range, percent | 48.09% | 39.68% | 42.83% | 52.72% |
Weighted average term (in years) | 7 years 22 days | 6 years 6 months | 6 years 6 months | 7 years 6 months |
Risk free rate, percent | 1.63% | 2.96% | 2.19% | 1.77% |
Stock Compensation - Options Ro
Stock Compensation - Options Rollforward (Details) - USD ($) $ / shares in Units, $ in Millions | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Shares | |||
Beginning balance, shares | 4,926,668 | 5,156,976 | 5,288,096 |
Granted, shares | 838,912 | 505,122 | 367,400 |
Exercised, shares | (1,548,484) | (2,781,055) | (245,014) |
Forfeited, shares | (884,391) | (448,928) | (253,506) |
Ending balance, shares | 3,332,705 | 4,926,668 | 5,156,976 |
Shares exercisable, shares | 1,898,585 | ||
Weighted Average Exercise Price Per Share | |||
Beginning balance, weighted average share price, usd per share | $ 14.56 | $ 20.40 | $ 19.06 |
Granted, weighted average share price, usd per share | 32.16 | 27.78 | 37.12 |
Exercised, weighted average exercise price, usd per share | 13.79 | 11.67 | 19.91 |
Forfeited, weighted average exercise price, usd per share | 18.80 | 15.01 | 16.82 |
Ending balance, weighted average share price, usd per share | 18.22 | $ 14.56 | $ 20.40 |
Exercisable, weighted average exercise price, usd per share | $ 13.37 | ||
Options outstanding, intrinsic value | $ 7.2 | ||
Options exercisable, intrinsic value | $ 5.8 | ||
Weighted Average Remaining Contract Term | 6 years 3 months 18 days | ||
Exercisable, weighted average term | 5 years 6 days | ||
B-1 Common Stock | |||
Shares | |||
Granted, shares | 2,494,553 | ||
Weighted Average Exercise Price Per Share | |||
Granted, weighted average share price, usd per share | $ 11.13 |
Stock Compensation - RSU and PS
Stock Compensation - RSU and PSU Rollforward (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
RSUs | ||
Shares | ||
Beginning balance, shares | 562,368 | 385,220 |
Vested, shares | (124,560) | (175,110) |
Forfeited, shares | (530,867) | (13,714) |
Ending balance, shares | 673,868 | 562,368 |
Weighted Average Grant-Date Fair Value Per Share | ||
Beginning balance, weighted average grant date fair value, usd per share | $ 27.51 | $ 22 |
Vested, weighted average grant date fair value, usd per share | 25.21 | 18.40 |
Forfeited, weighted average grant date fair value, usd per share | 29.69 | 26.02 |
Ending balance, weighted average grant date fair value, usd per share | $ 28.07 | $ 27.51 |
RSUs | Non-employee directors | ||
Shares | ||
Granted, shares | 341,983 | 23,245 |
Weighted Average Grant-Date Fair Value Per Share | ||
Granted, weighted average grant date fair value, usd per share | $ 31.62 | $ 31.22 |
RSUs | Employee | ||
Shares | ||
Granted, shares | 424,944 | 342,727 |
Weighted Average Grant-Date Fair Value Per Share | ||
Granted, weighted average grant date fair value, usd per share | $ 27.15 | $ 28.73 |
PSU's | ||
Shares | ||
Beginning balance, shares | 0 | |
Forfeited, shares | (19,093) | |
Ending balance, shares | 174,670 | 0 |
Weighted Average Grant-Date Fair Value Per Share | ||
Beginning balance, weighted average grant date fair value, usd per share | $ 0 | |
Forfeited, weighted average grant date fair value, usd per share | 33.31 | |
Ending balance, weighted average grant date fair value, usd per share | $ 31.41 | $ 0 |
PSU's | Employee | ||
Shares | ||
Granted, shares | 193,763 | |
Weighted Average Grant-Date Fair Value Per Share | ||
Granted, weighted average grant date fair value, usd per share | $ 31.60 |
Impairment and Restructuring _3
Impairment and Restructuring Charges - Narratives (Details) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Dec. 31, 2017USD ($)property | Dec. 31, 2018USD ($) | Dec. 31, 2017USD ($)property | Dec. 31, 2016USD ($) | |
Restructuring Cost and Reserve | ||||
Impairment and restructuring charges | $ 17,328 | $ 13,056 | $ 13,847 | |
Restructuring reserve, current | $ 7,162 | 6,635 | 7,162 | |
Restructuring accrual (Note 24) | 3,877 | 2,005 | 3,877 | |
North America | ||||
Restructuring Cost and Reserve | ||||
Impairment and restructuring charges | $ 6,800 | 6,100 | 4,600 | |
Favorable tax ruling | 2,100 | |||
North America | Termination benefits | ||||
Restructuring Cost and Reserve | ||||
Impairment and restructuring charges | 2,500 | |||
North America | Other restructuring | ||||
Restructuring Cost and Reserve | ||||
Impairment and restructuring charges | 2,100 | |||
Europe | ||||
Restructuring Cost and Reserve | ||||
Impairment and restructuring charges | 6,100 | $ 3,600 | 6,800 | |
Number of properties | property | 2 | 2 | ||
Europe | Facility closing | ||||
Restructuring Cost and Reserve | ||||
Impairment and restructuring charges | 3,800 | |||
Europe | Personnel restructuring | ||||
Restructuring Cost and Reserve | ||||
Impairment and restructuring charges | 3,000 | |||
Australasia | Facility closing | ||||
Restructuring Cost and Reserve | ||||
Impairment and restructuring charges | $ 2,400 | |||
Australia | ||||
Restructuring Cost and Reserve | ||||
Impairment and restructuring charges | $ 7,200 | |||
Canada | ||||
Restructuring Cost and Reserve | ||||
Impairment and restructuring charges | $ 2,700 |
Impairment and Restructuring _4
Impairment and Restructuring Charges - Summary (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Restructuring Cost and Reserve | |||
Impairments | $ 1,230 | $ 1,479 | $ 2,981 |
Restructuring charges, net of fair value adjustment gains | 16,098 | 11,577 | 10,866 |
Total impairment and restructuring charges | 17,328 | 13,056 | 13,847 |
Closed operations | |||
Restructuring Cost and Reserve | |||
Impairments | 360 | 1,479 | 1,778 |
Continuing operations | |||
Restructuring Cost and Reserve | |||
Impairments | $ 870 | $ 0 | $ 1,203 |
Impairment and Restructuring _5
Impairment and Restructuring Charges - Restructuring Accrual (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Restructuring Reserve | |||
Beginning Accrual Balance | $ 11,039 | $ 5,019 | $ 8,507 |
Additions Charged to Expense | 16,099 | 11,577 | 10,866 |
Payments or Utilization | (18,498) | (5,557) | (14,354) |
Ending Accrual Balance | 8,640 | 11,039 | 5,019 |
Severance and sales restructuring costs | |||
Restructuring Reserve | |||
Beginning Accrual Balance | 7,232 | 836 | 5,424 |
Additions Charged to Expense | 11,767 | 9,492 | 7,448 |
Payments or Utilization | (13,646) | (3,096) | (12,036) |
Ending Accrual Balance | 5,353 | 7,232 | 836 |
Disposal of property and equipment | |||
Restructuring Reserve | |||
Beginning Accrual Balance | 0 | 0 | 0 |
Additions Charged to Expense | 289 | 190 | (71) |
Payments or Utilization | (289) | (190) | 71 |
Ending Accrual Balance | 0 | 0 | 0 |
Lease obligations and other | |||
Restructuring Reserve | |||
Beginning Accrual Balance | 3,807 | 4,183 | 3,083 |
Additions Charged to Expense | 4,043 | 1,895 | 3,489 |
Payments or Utilization | (4,563) | (2,271) | (2,389) |
Ending Accrual Balance | $ 3,287 | $ 3,807 | $ 4,183 |
Interest Expense (Details)
Interest Expense (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Other Income and Expenses [Abstract] | |||
Capitalized interest related construction projects | $ 1.8 | $ 0.9 | $ 1.7 |
Interest payments | $ 68.9 | $ 66.1 | 73.9 |
Interest expense allocated to discontinued operations | $ 0.6 |
Other (Income) Expense (Details
Other (Income) Expense (Details) - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended | ||
Jul. 31, 2016 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Other Income and Expenses [Abstract] | ||||
Foreign currency (gains) losses | $ (10,196) | $ 10,426 | $ 3,580 | |
Legal settlement income | (7,541) | (2,456) | (9,671) | |
Pension benefit expense | 6,975 | 12,616 | 12,738 | |
Other items | (2,208) | (2,482) | (5,237) | |
Settlement of contract escrow | (2,247) | |||
Total other (income) expense | $ (12,970) | $ 15,857 | $ 1,410 | |
Settlement proceeds awarded | $ 8,400 |
Derivative Financial Instrume_3
Derivative Financial Instruments - Narratives (Details) - USD ($) $ in Thousands | Jul. 01, 2015 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 |
Notional Disclosures | ||||
Borrowings on long-term debt | $ 38,823 | $ 1,240,000 | $ 374,063 | |
Loss on debt extinguishment | 0 | 23,262 | 0 | |
Derivative instrument losses recognized in OCI | 1,300 | 3,400 | ||
Interest expense, net | 70,818 | 79,034 | 77,590 | |
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 | 127,300 | |||
Not Designated as Hedging Instrument | Foreign Currency Exchange Contracts, Intercompany Loans and Interest | ||||
Notional Disclosures | ||||
Notional amount | 72,100 | |||
Not Designated as Hedging Instrument | Foreign Exchange Contracts, Consolidated Earnings | ||||
Notional Disclosures | ||||
Notional amount | 185,300 | |||
Not Designated as Hedging Instrument | Foreign currency forward contracts | ||||
Notional Disclosures | ||||
Derivate instrument gain (loss) | 7,800 | (6,300) | (900) | |
Designated as Hedging Instrument | December 2016 - December 2017 | Cash Flow Hedge | ||||
Notional Disclosures | ||||
Notional amount | 914,250 | 914,300 | ||
Loss on debt extinguishment | 3,600 | |||
Designated as Hedging Instrument | Interest rate swap | ||||
Notional Disclosures | ||||
Interest expense, net | $ 2,100 | $ 8,900 | $ 5,000 |
Derivative Financial Instrume_4
Derivative Financial Instruments - Interest Rate (Details) - Derivatives designated as hedging instruments: - Cash Flow Hedge - USD ($) $ in Thousands | Dec. 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 | $ 914,300 |
Weighted average rate | 2.188% |
Derivative Financial Instrume_5
Derivative Financial Instruments - Fair Value (Details) - Derivatives not designated as hedging instruments: - Foreign currency forward contracts - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Other current assets | ||
Derivative Asset, Fair Value, Amount Not Offset Against Collateral | ||
Foreign currency forward contracts | $ 8,234 | $ 2,235 |
Accrued expenses and other current liabilities | ||
Derivative Asset, Fair Value, Amount Not Offset Against Collateral | ||
Fair value, gross liability | $ 1,161 | $ 2,905 |
Fair Value of Financial Instr_3
Fair Value of Financial Instruments - Financial Assets and Liabilities (Details) - Recurring - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Carrying Amount | ||
Assets: | ||
Cash equivalents | $ 30 | $ 44,091 |
Derivative assets, recorded in other current assets | 8,234 | 2,235 |
Liabilities: | ||
Senior notes | 800,000 | 800,000 |
Term loans | 474,058 | 440,568 |
Derivative liabilities, recorded in accrued expenses and deferred credits | 1,161 | 2,905 |
Carrying Amount | Cash and short-term investments | ||
Assets: | ||
Pension plan assets | 7,254 | 17,859 |
Carrying Amount | U.S. Government and agency obligations | ||
Assets: | ||
Pension plan assets | 24,622 | 25,122 |
Carrying Amount | Corporate and foreign bonds | ||
Assets: | ||
Pension plan assets | 90,490 | 98,432 |
Carrying Amount | Asset-backed securities | ||
Assets: | ||
Pension plan assets | 0 | 839 |
Carrying Amount | Equity securities | ||
Assets: | ||
Pension plan assets | 22,378 | 32,444 |
Carrying Amount | Mutual funds | ||
Assets: | ||
Pension plan assets | 60,099 | 80,352 |
Carrying Amount | Common and collective funds | ||
Assets: | ||
Pension plan assets | 110,596 | 100,697 |
Total Fair Value | ||
Assets: | ||
Cash equivalents | 30 | 44,091 |
Derivative assets, recorded in other current assets | 8,234 | 2,235 |
Liabilities: | ||
Senior notes | 692,000 | 807,000 |
Term loans | 455,545 | 442,218 |
Derivative liabilities, recorded in accrued expenses and deferred credits | 1,161 | 2,905 |
Total Fair Value | Cash and short-term investments | ||
Assets: | ||
Pension plan assets | 7,254 | 17,859 |
Total Fair Value | U.S. Government and agency obligations | ||
Assets: | ||
Pension plan assets | 24,622 | 25,122 |
Total Fair Value | Corporate and foreign bonds | ||
Assets: | ||
Pension plan assets | 90,490 | 98,432 |
Total Fair Value | Asset-backed securities | ||
Assets: | ||
Pension plan assets | 0 | 839 |
Total Fair Value | Equity securities | ||
Assets: | ||
Pension plan assets | 22,378 | 32,444 |
Total Fair Value | Mutual funds | ||
Assets: | ||
Pension plan assets | 60,099 | 80,352 |
Total Fair Value | Common and collective funds | ||
Assets: | ||
Pension plan assets | 110,596 | 100,697 |
Total Fair Value | Level 1 | ||
Assets: | ||
Cash equivalents | 0 | 0 |
Derivative assets, recorded in other current assets | 0 | 0 |
Liabilities: | ||
Senior notes | 0 | 0 |
Term loans | 0 | 0 |
Derivative liabilities, recorded in accrued expenses and deferred credits | 0 | 0 |
Total Fair Value | Level 1 | Cash and short-term investments | ||
Assets: | ||
Pension plan assets | 0 | 0 |
Total Fair Value | Level 1 | U.S. Government and agency obligations | ||
Assets: | ||
Pension plan assets | 24,622 | 25,122 |
Total Fair Value | Level 1 | Corporate and foreign bonds | ||
Assets: | ||
Pension plan assets | 0 | 0 |
Total Fair Value | Level 1 | Asset-backed securities | ||
Assets: | ||
Pension plan assets | 0 | 0 |
Total Fair Value | Level 1 | Equity securities | ||
Assets: | ||
Pension plan assets | 22,378 | 32,444 |
Total Fair Value | Level 1 | Mutual funds | ||
Assets: | ||
Pension plan assets | 0 | 0 |
Total Fair Value | Level 1 | Common and collective funds | ||
Assets: | ||
Pension plan assets | 0 | 0 |
Total Fair Value | Level 2 | ||
Assets: | ||
Cash equivalents | 30 | 44,091 |
Derivative assets, recorded in other current assets | 8,234 | 2,235 |
Liabilities: | ||
Senior notes | 692,000 | 807,000 |
Term loans | 455,545 | 442,218 |
Derivative liabilities, recorded in accrued expenses and deferred credits | 1,161 | 2,905 |
Total Fair Value | Level 2 | Cash and short-term investments | ||
Assets: | ||
Pension plan assets | 7,254 | 17,859 |
Total Fair Value | Level 2 | U.S. Government and agency obligations | ||
Assets: | ||
Pension plan assets | 0 | 0 |
Total Fair Value | Level 2 | Corporate and foreign bonds | ||
Assets: | ||
Pension plan assets | 90,490 | 98,432 |
Total Fair Value | Level 2 | Asset-backed securities | ||
Assets: | ||
Pension plan assets | 0 | 839 |
Total Fair Value | Level 2 | Equity securities | ||
Assets: | ||
Pension plan assets | 0 | 0 |
Total Fair Value | Level 2 | Mutual funds | ||
Assets: | ||
Pension plan assets | 60,099 | 80,352 |
Total Fair Value | Level 2 | Common and collective funds | ||
Assets: | ||
Pension plan assets | 0 | 0 |
Total Fair Value | Level 3 | ||
Assets: | ||
Cash equivalents | 0 | 0 |
Derivative assets, recorded in other current assets | 0 | 0 |
Liabilities: | ||
Senior notes | 0 | 0 |
Term loans | 0 | 0 |
Derivative liabilities, recorded in accrued expenses and deferred credits | 0 | 0 |
Total Fair Value | Level 3 | Cash and short-term investments | ||
Assets: | ||
Pension plan assets | 0 | 0 |
Total Fair Value | Level 3 | U.S. Government and agency obligations | ||
Assets: | ||
Pension plan assets | 0 | 0 |
Total Fair Value | Level 3 | Corporate and foreign bonds | ||
Assets: | ||
Pension plan assets | 0 | 0 |
Total Fair Value | Level 3 | Asset-backed securities | ||
Assets: | ||
Pension plan assets | 0 | 0 |
Total Fair Value | Level 3 | Equity securities | ||
Assets: | ||
Pension plan assets | 0 | 0 |
Total Fair Value | Level 3 | Mutual funds | ||
Assets: | ||
Pension plan assets | 0 | 0 |
Total Fair Value | Level 3 | Common and collective funds | ||
Assets: | ||
Pension plan assets | 0 | 0 |
Total Fair Value | Assets measured at NAV | Common and collective funds | ||
Assets: | ||
Pension plan assets | $ 110,596 | $ 100,697 |
Fair Value of Financial Instr_4
Fair Value of Financial Instruments - Non-Financial Assets and Liabilities (Details) - Nonrecurring - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Fair Value, Assets Measured on Nonrecurring Basis | ||
Continuing operations | $ 48 | |
Closed operations | $ 914 | |
Total | 48 | 914 |
Changes Measurement | ||
Fair Value, Assets Measured on Nonrecurring Basis | ||
Continuing operations | 175 | |
Closed operations | 1,473 | |
Total | 175 | 1,473 |
Carrying Amount | ||
Fair Value, Assets Measured on Nonrecurring Basis | ||
Continuing operations | 48 | |
Closed operations | 914 | |
Total | 48 | 914 |
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 | 48 | |
Closed operations | 914 | |
Total | $ 48 | $ 914 |
Commitment and Contingencies -
Commitment and Contingencies - Litigation (Details) - USD ($) $ in Thousands | May 11, 2018 | Feb. 15, 2018 | Oct. 31, 2018 | Jul. 31, 2016 | Dec. 31, 2018 |
Loss Contingencies | |||||
Legal settlement accrual | $ 76,500 | ||||
Settlement proceeds awarded | $ 8,400 | ||||
Steve and Sons | |||||
Loss Contingencies | |||||
Decrease to settlement amount | $ 2,200 | ||||
Legal settlement accrual | 76,500 | ||||
Settlement proceeds awarded | $ 1,200 | ||||
Steve and Sons | Settlement One | |||||
Loss Contingencies | |||||
Damages awarded to plaintiff | $ 12,200 | ||||
Steve and Sons | Settlement Two | |||||
Loss Contingencies | |||||
Damages awarded to plaintiff | $ 46,500 | ||||
Clayton Act | |||||
Loss Contingencies | |||||
Legal settlement accrual | $ 12,200 |
Commitment and Contingencies _2
Commitment and Contingencies - Self-Insured Risk (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Loss Contingencies | ||
Accrued self-insurance liability | $ 73.8 | $ 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 Contingencies _3
Commitment and Contingencies - Indemnification (Details) | 12 Months Ended |
Dec. 31, 2018 | |
Minimum | |
Loss Contingencies | |
Indemnification. term | 1 year |
Maximum | |
Loss Contingencies | |
Indemnification. term | 3 years |
Commitment and Contingencies _4
Commitment and Contingencies - Performance Bond and Letter of Credit (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Commitments and Contingencies Disclosure [Abstract] | ||
Self-insurance workers’ compensation | $ 22,312 | $ 21,072 |
Environmental | 14,552 | 14,452 |
Liability and other insurance | 18,988 | 12,900 |
Other | 10,870 | 6,650 |
Total outstanding performance bonds and stand-by letters of credit | $ 66,722 | $ 55,074 |
Commitment and Contingencies _5
Commitment and Contingencies - Environmental Contingencies (Details) - USD ($) | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2008 |
Site Contingency | |||
Environmental loss contingencies, current | $ 500,000 | $ 500,000 | |
Environmental loss contingencies, non-current | 0 | $ 100,000 | |
WADOE | |||
Site Contingency | |||
Environmental loss contingencies | $ 500,000 | ||
PaDEP | |||
Site Contingency | |||
Collateralized bond | $ 11,000,000 |
Commitment and Contingencies _6
Commitment and Contingencies - Service Agreements (Details) - USD ($) $ in Thousands | Jan. 02, 2018 | Dec. 31, 2017 |
Commitments and Contingencies Disclosure [Abstract] | ||
Service agreement payments | $ 6,300 | $ 754 |
Commitment and Contingencies _7
Commitment and Contingencies - Minimum Operating Lease Payment (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Operating Lease Liabilities, Payments Due | |||
2,019 | $ 49,128,000 | ||
2,020 | 43,794,000 | ||
2,021 | 30,885,000 | ||
2,022 | 24,020,000 | ||
2,023 | 19,352,000 | ||
Thereafter | 33,943,000 | ||
Total operating lease payment | 201,122,000 | ||
Continuing operations | |||
Loss Contingencies | |||
Rent expense | 63,700,000 | $ 50,000,000 | $ 45,800,000 |
Closed operations | |||
Loss Contingencies | |||
Rent expense | $ 0 | $ 0 | $ 100,000 |
Employee Retirement and Pensi_3
Employee Retirement and Pension Benefits - Components of Pension Benefit/ Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
U.S. | |||
Defined Benefit Plan Disclosure | |||
Service cost | $ 4,170 | $ 3,870 | $ 3,320 |
Interest cost | 13,180 | 13,371 | 16,387 |
Expected return on plan assets | (20,769) | (17,940) | (19,990) |
Amortization of net actuarial pension loss | 9,314 | 12,680 | 12,264 |
Pension benefit expense | $ 5,895 | $ 11,981 | $ 11,981 |
Discount rate, percentage | 3.47% | 3.94% | 4.25% |
Expected return on plan assets, percentage | 6.25% | 6.25% | 7.00% |
Non U.S | |||
Defined Benefit Plan Disclosure | |||
Service cost | $ 2,070 | $ 1,668 | $ 1,341 |
Interest cost | 1,417 | 1,272 | 1,218 |
Expected return on plan assets | (833) | (700) | (714) |
Amortization of net actuarial pension loss | 189 | 145 | 351 |
Pension benefit expense | $ 2,843 | $ 2,385 | $ 2,196 |
Non U.S | Minimum | |||
Defined Benefit Plan Disclosure | |||
Discount rate, percentage | 0.20% | 0.80% | 0.70% |
Expected return on plan assets, percentage | 0.00% | 0.00% | 0.00% |
Compensation increase rate, percentage | 0.50% | 0.50% | 0.50% |
Non U.S | Maximum | |||
Defined Benefit Plan Disclosure | |||
Discount rate, percentage | 9.00% | 7.20% | 8.30% |
Expected return on plan assets, percentage | 5.30% | 5.70% | 5.30% |
Compensation increase rate, percentage | 7.00% | 7.00% | 7.00% |
Employee Retirement and Pensi_4
Employee Retirement and Pension Benefits - Narratives (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Adjustments | Change in Assumptions for Defined Benefit Plans | ||||
Defined Benefit Plan Disclosure | ||||
Increase in pension liability due to plan amendment | $ 3,700 | |||
U.S. | ||||
Defined Benefit Plan Disclosure | ||||
Discount rate for projected benefit obligation, percentage | 3.47% | 4.27% | 3.47% | |
Expected future amortization of defined benefit plan loss | $ 8,900 | |||
Company contribution | 4,125 | $ 10,000 | ||
Expected future contributions 2019 | 7,700 | |||
Accumulated benefit obligation | 383,900 | |||
Non U.S | ||||
Defined Benefit Plan Disclosure | ||||
Expected future amortization of defined benefit plan loss | 700 | |||
Company contribution | 250 | 277 | ||
Expected future contributions 2019 | 10,600 | |||
Accumulated benefit obligation | 32,500 | |||
Non U.S | Other Definec Contribution Plans | ||||
Defined Benefit Plan Disclosure | ||||
Accrued defined contribution plan liabilities | $ 2,100 | 2,600 | 2,100 | |
Defined contribution plan, compensation expense | $ 27,000 | $ 23,800 | $ 23,300 |
Employee Retirement and Pensi_5
Employee Retirement and Pension Benefits - Change in Fair Value of Plan Asset (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
U.S. | ||
Defined Benefit Plan, Change in Fair Value of Plan Assets | ||
Balance as of January 1, | $ 339,751 | $ 295,995 |
Actual return on plan assets | (20,466) | 52,559 |
Company contribution | 4,125 | 10,000 |
Benefits paid | (15,965) | (14,948) |
Administrative expenses paid | (4,682) | (3,855) |
Balance at period end | 302,763 | 339,751 |
Non U.S | ||
Defined Benefit Plan, Change in Fair Value of Plan Assets | ||
Balance as of January 1, | 15,994 | 13,596 |
Actual return on plan assets | (33) | 1,232 |
Company contribution | 250 | 277 |
Benefits paid | (2,046) | (198) |
Administrative expenses paid | (25) | (49) |
Cumulative translation adjustment | (1,464) | 1,136 |
Balance at period end | $ 12,676 | $ 15,994 |
Employee Retirement and Pensi_6
Employee Retirement and Pension Benefits - Percentage of Plan Assets (Details) | Dec. 31, 2018 | Dec. 31, 2017 |
U.S. | ||
Defined Benefit Plan Disclosure | ||
Percentage of plan asset | 100.00% | 100.00% |
U.S. | Equity securities | ||
Defined Benefit Plan Disclosure | ||
Percentage of plan asset | 7.40% | 7.30% |
U.S. | Debt securities | ||
Defined Benefit Plan Disclosure | ||
Percentage of plan asset | 38.00% | 35.30% |
U.S. | Other | ||
Defined Benefit Plan Disclosure | ||
Percentage of plan asset | 54.60% | 57.40% |
Non U.S | ||
Defined Benefit Plan Disclosure | ||
Percentage of plan asset | 100.00% | 100.00% |
Non U.S | Equity securities | ||
Defined Benefit Plan Disclosure | ||
Percentage of plan asset | 48.40% | 48.30% |
Non U.S | Debt securities | ||
Defined Benefit Plan Disclosure | ||
Percentage of plan asset | 20.80% | 22.00% |
Non U.S | Other | ||
Defined Benefit Plan Disclosure | ||
Percentage of plan asset | 30.80% | 29.70% |
Employee Retirement and Pensi_7
Employee Retirement and Pension Benefits - Change in Projected Benefit Obligation (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
U.S. | ||
Defined Benefit Plan, Change in Benefit Obligation | ||
Balance as of January 1, | $ 435,696 | $ 405,310 |
Actuarial loss | (48,463) | 31,948 |
Benefits paid | (15,965) | (14,948) |
Administrative expenses paid | (4,682) | (3,855) |
Balance at period end | $ 383,936 | $ 435,696 |
Discount rate, percentage | 4.27% | 3.47% |
Non U.S | ||
Defined Benefit Plan, Change in Benefit Obligation | ||
Balance as of January 1, | $ 41,406 | $ 35,113 |
Pension obligation acquired | 4,891 | 0 |
Service cost | 2,242 | 1,683 |
Interest cost | 956 | 1,251 |
Actuarial loss | 776 | 1,250 |
Benefits paid | (4,481) | (1,143) |
Administrative expenses paid | (25) | (49) |
Cumulative translation adjustment | (2,962) | 3,301 |
Balance at period end | $ 42,803 | $ 41,406 |
Non U.S | Minimum | ||
Defined Benefit Plan, Change in Benefit Obligation | ||
Discount rate, percentage | 0.20% | 0.80% |
Compensation increase rate, percentage | 0.50% | 0.50% |
Non U.S | Maximum | ||
Defined Benefit Plan, Change in Benefit Obligation | ||
Discount rate, percentage | 3.10% | 5.10% |
Compensation increase rate, percentage | 2.50% | 2.80% |
Employee Retirement and Pensi_8
Employee Retirement and Pension Benefits - Estimated Benefit Future Payments (Details) $ in Thousands | Dec. 31, 2018USD ($) |
U.S. | |
Defined Benefit Plan, Expected Future Benefit Payment | |
2,019 | $ 17,623 |
2,020 | 18,376 |
2,021 | 19,232 |
2,022 | 20,002 |
2,023 | 20,667 |
2024-2028 | 111,159 |
Non U.S | |
Defined Benefit Plan, Expected Future Benefit Payment | |
2,019 | 2,600 |
2,020 | 2,386 |
2,021 | 2,849 |
2,022 | 2,476 |
2,023 | 2,788 |
2024-2028 | $ 68,462 |
Employee Retirement and Pensi_9
Employee Retirement and Pension Benefits - Unfunded Pension Liability (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 |
Defined Benefit Plan, Funded (Unfunded) Status of Plan | |||
Unfunded pension liability | $ 107,522 | $ 116,586 | |
Non U.S | |||
Defined Benefit Plan, Funded (Unfunded) Status of Plan | |||
Projected benefit obligation at end of period | 42,803 | 41,406 | $ 35,113 |
Fair value of plan assets at end of period | (12,676) | (15,994) | (13,596) |
Unfunded pension liability | 30,127 | 25,412 | |
Current portion | 5,295 | 6,674 | |
Unfunded pension liability | 26,349 | 20,641 | |
Long-term unfunded pension liability | 31,644 | 27,315 | |
Total overfunded pension liability | 1,517 | 1,903 | |
U.S. | |||
Defined Benefit Plan, Funded (Unfunded) Status of Plan | |||
Projected benefit obligation at end of period | 383,936 | 435,696 | 405,310 |
Fair value of plan assets at end of period | (302,763) | (339,751) | $ (295,995) |
Unfunded pension liability | 81,173 | 95,945 | |
Current portion | 0 | 0 | |
Long-term unfunded pension liability | $ 81,173 | $ 95,945 |
Employee Retirement and Pens_10
Employee Retirement and Pension Benefits - Amount Reported in Other Comprehensive Income (Details) - USD ($) $ in Thousands | 12 Months Ended | |||||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
U.S. | ||||||
Defined Benefit Plan, Accumulated Other Comprehensive (Income) Loss, Before Tax [Roll Forward] | ||||||
Net actuarial pension loss beginning of period | $ 112,632 | $ 127,982 | $ 130,052 | |||
Amortization of net actuarial loss | (9,314) | (12,680) | (12,264) | |||
Net (gain) loss occurring during year | (7,228) | (2,670) | 10,194 | |||
Net actuarial pension loss at end of period | 112,632 | 127,982 | 130,052 | $ 96,090 | $ 112,632 | $ 127,982 |
Tax benefit | (5,344) | (9,583) | (15,041) | |||
Net actuarial pension loss at end of period, net of tax | 90,746 | 103,049 | 112,941 | |||
Non U.S | ||||||
Defined Benefit Plan, Accumulated Other Comprehensive (Income) Loss, Before Tax [Roll Forward] | ||||||
Net actuarial pension loss beginning of period | 7,359 | 6,781 | 5,160 | |||
Amortization of net actuarial loss | (1,442) | (149) | (10) | |||
Net (gain) loss occurring during year | 1,462 | 742 | 1,621 | |||
Cumulative translation adjustment | 71 | (15) | 10 | |||
Net actuarial pension loss at end of period | $ 7,359 | $ 6,781 | $ 5,160 | 7,450 | 7,359 | 6,781 |
Tax benefit | (1,911) | (1,886) | (1,785) | |||
Net actuarial pension loss at end of period, net of tax | $ 5,539 | $ 5,473 | $ 4,996 |
Supplemental Cash Flow Inform_3
Supplemental Cash Flow Information (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Change in notes receivable | |||
Issuances of notes receivable | $ (77) | $ (61) | $ (68) |
Cash received on notes receivable | 351 | 2,052 | 1,035 |
Cash received for notes receivable | 274 | 1,991 | 967 |
Non-cash Investing Activities: | |||
Property, equipment and intangibles purchased in accounts payable | 6,961 | 15,099 | 1,340 |
Property and equipment purchased for debt | 32,262 | 791 | 1,438 |
Customer accounts receivable converted to notes receivable | 110 | 393 | 1,276 |
Cash Financing Activities: | |||
Proceeds from issuance of new debt, net of discount | 38,823 | 1,240,000 | 374,063 |
Borrowings on long-term debt | 104,419 | 5,334 | 763 |
Payments of long-term debt | (72,422) | (1,618,641) | (16,844) |
Payments of debt issuance and extinguishment costs, including underwriting fees | (352) | (16,358) | (8,146) |
Proceeds from issuance debt | 70,468 | 349,836 | |
Repayment of long term debt | (389,665) | ||
Change in notes payable | |||
Payments on notes payable | 0 | (205) | (180) |
Change in notes payable | 0 | (205) | (180) |
Non-cash Financing Activities: | |||
Prepaid insurance funded through short-term debt borrowings | 2,757 | 2,662 | 2,954 |
Shares surrendered for tax obligations for employee share-based transactions in accrued liabilities | 7 | 569 | 0 |
Accounts payable converted to installment notes | 12,886 | 0 | 0 |
Other Supplemental Cash Flow Information: | |||
Cash taxes paid, net of refunds | 46,295 | 22,532 | 26,797 |
Cash interest paid | 68,892 | 66,060 | 73,920 |
Employees and Directors | |||
Non-cash Investing Activities: | |||
Notes receivable and accrued interest from employees and directors settled with return of JWH stock | $ 0 | $ 183 | $ 0 |
Quarterly Financial Data (una_3
Quarterly Financial Data (unaudited) (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2018 | Sep. 29, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | Jul. 01, 2017 | Apr. 01, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Consolidated Statement of Operations: | |||||||||||
Net revenues | $ 1,091,078 | $ 1,136,949 | $ 1,172,497 | $ 946,179 | $ 975,783 | $ 991,325 | $ 948,788 | $ 847,853 | $ 4,346,703 | $ 3,763,749 | $ 3,666,942 |
Gross margin | 227,285 | 241,789 | 248,807 | 205,853 | 208,546 | 227,894 | 231,295 | 181,687 | 923,734 | 849,422 | 776,048 |
Operating income | 55,782 | 7,613 | 71,098 | 38,165 | 49,818 | 86,446 | 86,823 | 40,821 | 172,658 | 263,908 | 209,320 |
Income before taxes, equity earnings and discontinued operations | 44,149 | (2,721) | 58,641 | 35,508 | 10,906 | 63,242 | 63,408 | 8,199 | 135,577 | 145,755 | 130,320 |
Net income | 39,665 | 28,885 | 35,452 | 40,271 | (93,690) | 51,275 | 46,778 | 6,428 | 144,273 | 10,791 | 377,181 |
Net income attributable to common shareholders | $ 39,705 | $ 28,879 | $ 35,511 | $ 40,265 | $ (93,690) | $ 51,275 | $ 46,778 | $ (4,034) | $ 144,360 | $ 329 | $ (19,466) |
Net income (loss) per share - basic (usd per share) | $ 0.39 | $ 0.28 | $ 0.34 | $ 0.38 | $ (0.89) | $ 0.49 | $ 0.45 | $ (0.05) | $ 1.38 | $ 0 | $ (1.08) |
Net income (loss) per share - diluted (usd per share) | $ 0.38 | $ 0.27 | $ 0.33 | $ 0.37 | $ (0.89) | $ 0.47 | $ 0.43 | $ (0.05) | $ 1.36 | $ 0 | $ (1.08) |
Adjustments | ASU 2017-07 | |||||||||||
Consolidated Statement of Operations: | |||||||||||
Net revenues | $ (220) | $ (83) | $ 52 | $ 66 | $ 0 | $ 0 | |||||
Gross margin | 305 | 303 | 294 | 322 | 0 | 0 | |||||
Operating income | 4,495 | 3,111 | 3,103 | 3,131 | $ 12,616 | $ 12,738 | |||||
Net income | $ 305 | $ 303 | $ 294 | $ 322 |
Quarterly Financial Data (una_4
Quarterly Financial Data (unaudited) - Narratives (Details) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | |
Quarterly Financial Information Disclosure [Abstract] | |||
Tax Cuts And Jobs Act, additional income tax expense impacting deferred tax assets | $ 21.1 | $ 21.1 | |
Tax Cuts and Jobs Act, incomplete accounting, transition tax for accumulated foreign earnings, income tax | $ 11.3 | $ (11.3) |
SCHEDULE I - CONDENSED FINANC_2
SCHEDULE I - CONDENSED FINANCIAL INFORMATION OF JELD-WEN HOLDING, INC. - CONDENSED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2018 | Sep. 29, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | Jul. 01, 2017 | Apr. 01, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Statements of Operations: | |||||||||||
Selling, general and administrative | $ 733,748 | $ 572,458 | $ 552,881 | ||||||||
Other (expense) income | |||||||||||
Income before taxes, equity earnings | $ 44,149 | $ (2,721) | $ 58,641 | $ 35,508 | $ 10,906 | $ 63,242 | $ 63,408 | $ 8,199 | 135,577 | 145,755 | 130,320 |
Income tax (benefit) expense | (7,958) | 138,603 | (246,394) | ||||||||
Net income | 39,665 | 28,885 | 35,452 | 40,271 | (93,690) | 51,275 | 46,778 | 6,428 | 144,273 | 10,791 | 377,181 |
Comprehensive income (loss): | |||||||||||
Net income | $ 39,665 | $ 28,885 | $ 35,452 | $ 40,271 | $ (93,690) | $ 51,275 | $ 46,778 | $ 6,428 | 144,273 | 10,791 | 377,181 |
Other comprehensive (loss) income, net of tax: | |||||||||||
Total other comprehensive (loss) income, net of tax | (49,476) | 101,835 | (34,194) | ||||||||
Comprehensive income | 94,797 | 112,626 | 342,987 | ||||||||
Parent Company | |||||||||||
Statements of Operations: | |||||||||||
Selling, general and administrative | 15,924 | 23,457 | 48,195 | ||||||||
Equity in earnings of subsidiaries | 159,882 | 33,860 | 424,946 | ||||||||
Other (expense) income | |||||||||||
Interest income | (36) | (35) | (57) | ||||||||
Interest expense | 45 | 73 | 65 | ||||||||
Other | (411) | (426) | (438) | ||||||||
Income before taxes, equity earnings | 144,360 | 10,791 | 377,181 | ||||||||
Income tax (benefit) expense | 0 | 0 | 0 | ||||||||
Net income | 144,360 | 10,791 | 377,181 | ||||||||
Comprehensive income (loss): | |||||||||||
Net income | 144,360 | 10,791 | 377,181 | ||||||||
Other comprehensive (loss) income, net of tax: | |||||||||||
Equity in comprehensive (loss) income of subsidiaries | (49,476) | 101,835 | (34,194) | ||||||||
Total other comprehensive (loss) income, net of tax | (49,476) | 101,835 | (34,194) | ||||||||
Comprehensive income | $ 94,884 | $ 112,626 | $ 342,987 |
SCHEDULE I - CONDENSED FINANC_3
SCHEDULE I - CONDENSED FINANCIAL INFORMATION OF JELD-WEN HOLDING, INC. - CONDENSED BALANCE SHEETS (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 |
Current assets | |||
Cash and cash equivalents | $ 116,991 | $ 220,175 | |
Other current assets | 48,961 | 30,403 | |
Total current assets | 1,151,477 | 1,145,241 | |
Property and equipment, net | 843,403 | 756,711 | $ 704,651 |
Long-term notes receivable, net of allowance | 4,902 | 4,984 | |
Total assets | 3,051,055 | 2,862,940 | $ 2,536,046 |
Current liabilities | |||
Accounts payable | 250,281 | 259,934 | |
Accrued expenses and other current liabilities | 250,274 | 186,605 | |
Notes payable and current maturities of long-term debt | 54,930 | 8,770 | |
Total current liabilities | 670,269 | 577,521 | |
Long-term debt | 1,422,962 | 1,264,933 | |
Total liabilities | 2,283,248 | 2,070,903 | |
Commitments and contingencies (Note 5) | |||
Shareholders’ equity | |||
Common Stock: 900,000,000 shares authorized, par value $0.01 per share, 101,310,862 shares outstanding as of December 31, 2018; 900,000,000 shares authorized, par value $0.01 per share, 105,990,483 shares outstanding as of December 31, 2017 | 1,013 | 1,060 | |
Additional paid-in capital | 658,593 | 652,666 | |
Retained earnings | 253,041 | 233,658 | |
Total shareholders’ equity attributable to common shareholders | 767,824 | 792,037 | |
Total liabilities and shareholders’ equity | 3,051,055 | 2,862,940 | |
Parent Company | |||
Current assets | |||
Cash and cash equivalents | 2,289 | 3,830 | |
Receivable from subsidiaries | 1,000 | 0 | |
Other current assets | 20 | 15 | |
Total current assets | 3,309 | 3,845 | |
Property and equipment, net | 3,202 | 3,363 | |
Investment in subsidiaries | 909,712 | 885,070 | |
Long-term notes receivable, net of allowance | 147 | 147 | |
Total assets | 916,370 | 892,425 | |
Current liabilities | |||
Accounts payable | 37 | 744 | |
Current payable to subsidiaries | 2,649 | 2,126 | |
Accrued expenses and other current liabilities | 75 | 227 | |
Notes payable and current maturities of long-term debt | 757 | 981 | |
Total current liabilities | 3,518 | 4,078 | |
Long-term debt | 205 | 963 | |
Total liabilities | 3,723 | 5,041 | |
Commitments and contingencies (Note 5) | |||
Shareholders’ equity | |||
Common Stock: 900,000,000 shares authorized, par value $0.01 per share, 101,310,862 shares outstanding as of December 31, 2018; 900,000,000 shares authorized, par value $0.01 per share, 105,990,483 shares outstanding as of December 31, 2017 | 1,013 | 1,060 | |
Additional paid-in capital | 658,593 | 652,666 | |
Retained earnings | 253,041 | 233,658 | |
Total shareholders’ equity attributable to common shareholders | 912,647 | 887,384 | |
Total liabilities and shareholders’ equity | $ 916,370 | $ 892,425 |
SCHEDULE I - CONDENSED FINANC_4
SCHEDULE I - CONDENSED FINANCIAL INFORMATION OF JELD-WEN HOLDING, INC. - CONDENSED BALANCE SHEETS (Parentheticals) (Details) - $ / shares | Dec. 31, 2018 | Dec. 31, 2017 | Feb. 01, 2017 | Jan. 03, 2017 | Dec. 31, 2016 |
Shareholders’ equity | |||||
Common stock authorized (shares) | 900,000,000 | 900,000,000 | 900,000,000 | 904,732,200 | |
Common stock, par value (usd per share) | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.01 |
Common stock shares outstanding (shares) | 101,310,862 | 105,990,483 | |||
Parent Company | |||||
Shareholders’ equity | |||||
Common stock authorized (shares) | 900,000,000 | 904,732,200 | |||
Common stock, par value (usd per share) | $ 0.01 | $ 0.01 | |||
Common stock shares outstanding (shares) | 101,310,862 | 105,990,483 |
SCHEDULE I - CONDENSED FINANC_5
SCHEDULE I - CONDENSED FINANCIAL INFORMATION OF JELD-WEN HOLDING, INC. - CONDENSED STATEMENTS OF CASH FLOWS (Details) - USD ($) $ in Thousands | Feb. 01, 2017 | Dec. 31, 2018 | Sep. 29, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | Jul. 01, 2017 | Apr. 01, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 |
OPERATING ACTIVITIES | ||||||||||||
Net income | $ 39,665 | $ 28,885 | $ 35,452 | $ 40,271 | $ (93,690) | $ 51,275 | $ 46,778 | $ 6,428 | $ 144,273 | $ 10,791 | $ 377,181 | |
Adjustments to reconcile net income to cash used in operating activities: | ||||||||||||
Depreciation | 94,056 | 86,810 | 86,447 | |||||||||
Other items, net | 3,158 | (8,170) | (5,283) | |||||||||
Stock-based compensation | 15,052 | 19,785 | 22,464 | |||||||||
Net change in operating assets and liabilities, net of effect of acquisitions: | ||||||||||||
Other assets | (19,865) | (5,657) | (10,799) | |||||||||
Accounts payable and accrued expenses | 37,230 | 26,714 | 27,569 | |||||||||
Net cash provided by operating activities | 219,653 | 265,793 | 201,655 | |||||||||
INVESTING ACTIVITIES | ||||||||||||
Cash received on notes receivable | 351 | 2,052 | 1,035 | |||||||||
Net cash used in investing activities | (284,141) | (189,793) | (156,782) | |||||||||
FINANCING ACTIVITIES | ||||||||||||
Distributions paid | 0 | 0 | (404,198) | |||||||||
Payments of notes payable | 0 | (205) | (180) | |||||||||
Employee note repayments | 39 | 26 | 2,336 | |||||||||
Common stock issued for exercise of options | 201 | 1,029 | 1,187 | |||||||||
Common stock repurchased | (125,030) | 0 | 0 | |||||||||
Proceeds from sale of common stock, net of underwriting fees and commissions | $ 480,300 | 0 | 480,306 | 0 | ||||||||
Payments associated with initial public offering | 0 | (2,066) | 0 | |||||||||
Net cash provided by financing activities | (67,475) | 64,090 | (52,001) | |||||||||
Net (decrease) increase in cash and cash equivalents | (138,611) | 152,782 | (10,825) | |||||||||
Cash, cash equivalents and restricted cash, beginning | 256,234 | 103,452 | 256,234 | 103,452 | 114,277 | |||||||
Cash, cash equivalents and restricted cash, ending | 117,623 | 256,234 | 117,623 | 256,234 | 103,452 | |||||||
Parent Company | ||||||||||||
OPERATING ACTIVITIES | ||||||||||||
Net income | 144,360 | 10,791 | 377,181 | |||||||||
Adjustments to reconcile net income to cash used in operating activities: | ||||||||||||
Depreciation | 161 | 139 | 139 | |||||||||
Litigation settlement funded by subsidiaries | 0 | 0 | 0 | |||||||||
Income from subsidiaries investment | (159,882) | (33,860) | (424,946) | |||||||||
Other items, net | 538 | 191 | (205) | |||||||||
Payment to option holders funded by subsidiaries | 0 | 0 | 20,739 | |||||||||
Stock-based compensation | 15,052 | 19,785 | 22,464 | |||||||||
Net change in operating assets and liabilities, net of effect of acquisitions: | ||||||||||||
Receivables and payables from subsidiaries | 123,366 | (24,020) | (1,296) | |||||||||
Other assets | (5) | (15) | (5,253) | |||||||||
Accounts payable and accrued expenses | (859) | (882) | 1,092 | |||||||||
Net cash provided by operating activities | 122,731 | (27,871) | (10,085) | |||||||||
INVESTING ACTIVITIES | ||||||||||||
Additional Investment in subsidiaries | 0 | (480,306) | 0 | |||||||||
Cash received on notes receivable | 0 | 17 | 16 | |||||||||
Proceeds from sales of subsidiaries' shares | 0 | 30,181 | 32,605 | |||||||||
Distribution received from subsidiaries | 1,500 | 1,000 | 382,400 | |||||||||
Net cash used in investing activities | 1,500 | (449,108) | 415,021 | |||||||||
FINANCING ACTIVITIES | ||||||||||||
Distributions paid | 0 | 0 | (404,198) | |||||||||
Payments of notes payable | (982) | (861) | (728) | |||||||||
Employee note repayments | 39 | 26 | 223 | |||||||||
Common stock issued for exercise of options | 201 | 1,029 | 1,187 | |||||||||
Common stock repurchased | (125,030) | 0 | 0 | |||||||||
Proceeds from sale of common stock, net of underwriting fees and commissions | 0 | 480,306 | 0 | |||||||||
Payments associated with initial public offering | 0 | (2,066) | 0 | |||||||||
Net cash provided by financing activities | (125,772) | 478,434 | (403,516) | |||||||||
Net (decrease) increase in cash and cash equivalents | (1,541) | 1,455 | 1,420 | |||||||||
Cash, cash equivalents and restricted cash, beginning | $ 3,830 | $ 2,375 | 3,830 | 2,375 | 955 | |||||||
Cash, cash equivalents and restricted cash, ending | $ 2,289 | $ 3,830 | $ 2,289 | $ 3,830 | $ 2,375 |
SCHEDULE I - CONDENSED FINANC_6
SCHEDULE I - CONDENSED FINANCIAL INFORMATION OF JELD-WEN HOLDING, INC. - Description of Company and Significant Accounting Policies (Details) - Buildings | 12 Months Ended |
Dec. 31, 2018 | |
Minimum | |
Condensed Financial Statements | |
Fixed assets useful life, term | 15 years |
Maximum | |
Condensed Financial Statements | |
Fixed assets useful life, term | 45 years |
Parent Company | Minimum | |
Condensed Financial Statements | |
Fixed assets useful life, term | 15 years |
Parent Company | Maximum | |
Condensed Financial Statements | |
Fixed assets useful life, term | 45 years |
SCHEDULE I - CONDENSED FINANC_7
SCHEDULE I - CONDENSED FINANCIAL INFORMATION OF JELD-WEN HOLDING, INC. - Property and Equipment, Net (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Condensed Financial Statements | |||
Property and equipment | $ 1,842,274 | $ 1,739,296 | |
Accumulated depreciation | (1,138,898) | (1,106,913) | |
Total property and equipment, net | 843,403 | 756,711 | $ 704,651 |
Depreciation | 94,056 | 86,810 | 86,447 |
Buildings | |||
Condensed Financial Statements | |||
Property and equipment | 501,659 | 468,355 | |
Parent Company | |||
Condensed Financial Statements | |||
Property and equipment | 3,632 | 3,636 | |
Accumulated depreciation | (430) | (273) | |
Total property and equipment, net | 3,202 | 3,363 | |
Depreciation | 161 | 139 | $ 139 |
Parent Company | Buildings | |||
Condensed Financial Statements | |||
Property and equipment | $ 3,632 | $ 3,636 |
SCHEDULE I - CONDENSED FINANC_8
SCHEDULE I - CONDENSED FINANCIAL INFORMATION OF JELD-WEN HOLDING, INC. - Long-Term Debt (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Condensed Financial Statements | ||
Long-term debt | $ 1,477,892 | $ 1,273,703 |
Current maturities of long-term debt | (54,930) | (8,770) |
Long-term debt net of current maturities | $ 1,422,962 | 1,264,933 |
Installment notes for stock | Minimum | ||
Condensed Financial Statements | ||
Effective interest rate (percent) | 3.50% | |
Debt instrument, term | 5 years | |
Installment notes for stock | Maximum | ||
Condensed Financial Statements | ||
Effective interest rate (percent) | 5.50% | |
Debt instrument, term | 10 years | |
Parent Company | ||
Condensed Financial Statements | ||
Long-term debt | $ 962 | 1,944 |
Current maturities of long-term debt | (757) | (981) |
Long-term debt net of current maturities | $ 205 | $ 963 |
Parent Company | Installment notes for stock | Minimum | ||
Condensed Financial Statements | ||
Effective interest rate (percent) | 3.50% | |
Debt instrument, term | 5 years | |
Parent Company | Installment notes for stock | Maximum | ||
Condensed Financial Statements | ||
Effective interest rate (percent) | 5.50% | |
Debt instrument, term | 10 years |
SCHEDULE I - CONDENSED FINANC_9
SCHEDULE I - CONDENSED FINANCIAL INFORMATION OF JELD-WEN HOLDING, INC. - Long-Term Debt, Maturities (Details) $ in Thousands | Dec. 31, 2018USD ($) |
Condensed Financial Statements | |
2,019 | $ 54,930 |
2,020 | 15,223 |
2,021 | 20,063 |
2,022 | 94,968 |
2,023 | 43,247 |
Parent Company | |
Condensed Financial Statements | |
2,019 | 757 |
2,020 | 205 |
2,021 | 0 |
2,022 | 0 |
2,023 | 0 |
Thereafter | 0 |
Long-term debt, gross | $ 962 |
SCHEDULE I - CONDENSED FINAN_10
SCHEDULE I - CONDENSED FINANCIAL INFORMATION OF JELD-WEN HOLDING, INC. - Supplemental Cash Flow (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Condensed Financial Statements | |||
Shares surrendered for tax obligations for employee share-based transactions in accrued liabilities | $ 7 | $ 569 | $ 0 |
Employees and Directors | |||
Condensed Financial Statements | |||
Notes receivable and accrued interest from employees and directors settled with return of JWH stock | 0 | 183 | 0 |
Parent Company | |||
Condensed Financial Statements | |||
Dividend from subsidiary settled with payable to subsidiary | 132,295 | ||
Shares surrendered for tax obligations for employee share-based transactions in accrued liabilities | 7 | 569 | |
Costs associated with initial public offering formerly capitalized in prepaid expenses | 0 | 5,857 | 0 |
Subsidiary non-cash director notes and accrued interest activity | 0 | 0 | 2,068 |
Parent Company | Employees and Directors | |||
Condensed Financial Statements | |||
Notes receivable and accrued interest from employees and directors settled with return of JWH stock | $ 0 | $ 183 | $ 0 |