JELD-WEN Holding Inc
For the period ended Sep 28, 2024. Filed Nov 6, 2024.
View on SEC.govAbout this filing
A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Sep 28, 2024 · Filed Nov 6, 2024
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2024-06-29; filed 2024-08-06.
0001674335-24-000154
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2024-09-28; filed 2024-11-06.
0001674335-24-000177
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 96 previous paragraphs and 101 current paragraphs.
55 unchanged; 32 reworded; 13 added; 6 removed; 3 previous and 1 current paragraphs rearranged.
Tables are not compared: 9 previous and 9 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (13)
Current report
Goodwill Impairment– Goodwill impairment charges of $63.4 million in the three months ended September 28, 2024 relate to goodwill impairment charges associated with our Europe reporting unit. For more information, refer to Note 6 –Goodwillof our consolidated financial statements included in this Form 10-Q.
Current report
Loss on Extinguishment and Refinancing of Debt– The $0.5 million loss on extinguishment and refinancing of debt in the three months ended September 28, 2024 is related to the redemption of the remaining $200.0 million of our 4.63% Senior Notes. The loss on extinguishment and refinancing of debt of $6.5 million in the three months ended September 30, 2023 is related to the redemption of our Senior Secured Notes and partial redemption of $200.0 million of our 4.63% Senior Notes. Refer to Note 10 - Long-Term Debtof our consolidated financial statements included in this Form 10-Q.
Current report
Gain on Sale of Discontinued Operations– The $1.4 million loss and $26.1 million gain on sale of discontinued operations in the three months ended September 28, 2024 and three months ended September 30, 2023, respectively, is related to the July 2, 2023 sale of JW Australia. Refer to Note 2 - Discontinued Operationsof our unaudited consolidated financial statements included in this Form 10-Q. The $1.4 million loss incurred in the three months ended September 28, 2024 is related to settlement of an outstanding tax liability related to JW Australia.
Current report
Comparison of the Nine Months Ended September 28, 2024 to the Nine Months Ended September 30, 2023
Current report
Goodwill Impairment– Goodwill impairment charges of $63.4 million in the nine months ended September 28, 2024 relate to goodwill impairment charges associated with our Europe reporting unit. For more information, refer to Note 6 –Goodwillof our consolidated financial statements included in this Form 10-Q.
Current report
Gain on Sale of Discontinued Operations– The $1.4 million loss and $26.1 million gain on sale of discontinued operations in the nine months ended September 28, 2024 and nine months ended September 30, 2023, respectively, is related to the July 2, 2023 sale of JW Australia. Refer to Note 2 - Discontinued Operationsof our unaudited consolidated financial statements included in this Form 10-Q. The $1.4 million loss incurred in the nine months ended September 28, 2024 is related to settlement of an outstanding tax liability for a JW Australia.
Current report
(1)Corporate and unallocated depreciation and amortization expense includes software accelerated amortization of $3.5 million for an ERP that we are no longer utilizing after we completed our related obligations under the JW Australia Transition Services Agreement during the first quarter of 2024.
Current report
Net revenues in North America decreased $112.3 million, or 14.2%, to $677.9 million in the three months ended September 28, 2024 from $790.3 million in the three months ended September 30, 2023. The decrease was primarily due to a decrease in Core Revenues of 14%. Core Revenues decreased due to a 14% unfavorable volume/mix driven by weaker market demand and a shift in demand to lower priced product lines.
Current report
Adjusted EBITDA from continuing operations in North America decreased $25.2 million, or 25.2%, to $74.8 million in the three months ended September 28, 2024 from $100.0 million in the three months ended September 30, 2023. The decrease was primarily due to unfavorable volume/mix and price/cost, partially offset by improved productivity.
Current report
Adjusted EBITDA from continuing operations in Europe decreased $8.2 million, or 33.5%, to $16.3 million in the three months ended September 28, 2024 from $24.5 million in the three months ended September 30, 2023. The decrease was primarily due to unfavorable volume/mix and price/cost, partially offset by improved productivity.
Current report
Comparison of the Nine Months Ended September 28, 2024 to the Nine Months Ended September 30, 2023
Current report
Adjusted EBITDA from continuing operations in North America decreased $76.4 million, or 26.5%, to $211.6 million, in the nine months ended September 28, 2024 from $288.0 million in the nine months ended September 30, 2023. The decrease was primarily due to unfavorable volume mix and price/cost, partially offset by improved productivity.
Current report
In August 2024, we issued $350.0 million of Senior Notes, bearing interest at 7.00%, the proceeds of which were utilized to repay $150.0 million of the outstanding balance of our Term Loan Facility.
Removed paragraphs (6)
Previous report
Comparison of the Six Months Ended June 29, 2024 to the Six Months Ended July 1, 2023
Previous report
Adjusted EBITDA from continuing operations in North America decreased $33.2 million to $75.6 million, or 30.5%, in the three months ended June 29, 2024 from $108.8 million in the three months ended July 1, 2023. The decrease was primarily due to unfavorable volume/mix and price/cost, partially offset by improved productivity.
Previous report
Comparison of the Six Months Ended June 29, 2024 to the Six Months Ended July 1, 2023
Previous report
Net revenues in North America decreased $194.6 million, or 12.3%, to $1,390.6 million in the six months ended June 29, 2024 from $1,585.1 million in the six months ended July 1, 2023. The decrease was primarily due to a decrease in Core Revenues of 12%. Core Revenues decreased due to an 12% unfavorable volume/mix driven by weakened market demand.
Previous report
Adjusted EBITDA from continuing operations in North America decreased $51.2 million to $136.8 million, or 27.2%, in the six months ended June 29, 2024 from $188.0 million in the six months ended July 1, 2023. The decrease was primarily due to unfavorable volume mix and price/cost, partially offset by improved productivity.
Previous report
Adjusted EBITDA from continuing operations in Europe decreased $6.6 million, or 15.8%, to $34.9 million in the six months ended June 29, 2024 from $41.5 million in the six months ended July 1, 2023. The decrease was primarily due to unfavorable volume/mix, partially offset by favorable productivity and positive price/cost.
Reworded paragraphs (32)
Previous wording
Our continuing operations include manufacturing and distribution facilities in 15 countries, located in North America and Europe. For many product lines, our manufacturing processes are vertically integrated, enhancing our range of capabilities, our ability to innovate, and our quality control as well as providing supply chain, transportation, and working capital savings.
Current wording
Our continuing operations include manufacturing and distribution facilities in 14 countries, located in North America and Europe. For many product lines, our manufacturing processes are vertically integrated, enhancing our range of capabilities, our ability to innovate, and our quality control as well as providing supply chain, transportation, and working capital savings.
Previous wording
Net Revenues– Net revenues decreased $139.8 million, or 12.4%, to $986.0 million in the three months ended June 29, 2024 from $1,125.8 million in the three months ended July 1, 2023. The decrease in net revenues was primarily driven by a decrease in Core Revenues of 12%. Core Revenues decreased due to a 12% decline in volume/mix.
Current wording
Net Revenues– Net revenues decreased $142.3 million, or 13.2%, to $934.7 million in the three months ended September 28, 2024 from $1,077.0 million in the three months ended September 30, 2023. The decrease in net revenues was primarily driven by a decrease in Core Revenues of 13%. Core Revenues decreased due to a 13% decline in volume/mix.
Previous wording
Gross Margin– Gross margin decreased $35.5 million, or 15.7%, to $190.0 million in the three months ended June 29, 2024 from $225.6 million in the three months ended July 1, 2023. Gross margin as a percentage of net revenues was 19.3% in the three months ended June 29, 2024 and 20.0% in the three months ended July 1, 2023. The slight decrease in gross margin percentage was due to a decremental impact of volume/mix, partially offset by an increase in productivity.
Current wording
Gross Margin– Gross margin decreased $43.7 million, or 19.6%, to $179.9 million in the three months ended September 28, 2024 from $223.6 million in the three months ended September 30, 2023. Gross margin as a percentage of net revenues was 19.2% in the three months ended September 28, 2024 and 20.8% in the three months ended September 30, 2023. The decrease in gross margin percentage was due to a decremental impact of volume/mix, partially offset by an increase in productivity.
Previous wording
SG&A Expense– SG&A expense increased $6.0 million, or 3.7%, to $168.5 million in the three months ended June 29, 2024 from $162.5 million in the three months ended July 1, 2023. SG&A expense as a percentage of net revenues increased to 17.1% in the three months ended June 29, 2024 from 14.4% in the three months ended July 1, 2023. The increase in SG&A expense was primarily due to increased professional fees, including non-recurring transformation journey expenses, and increased labor cost driven by an increase in inflation, partially offset by decreased performance-based variable compensation expense.
Current wording
SG&A Expense– SG&A expense decreased $19.5 million, or 12.0%, to $143.3 million in the three months ended September 28, 2024 from $162.8 million in the three months ended September 30, 2023. SG&A expense as a percentage of net revenues increased to 15.3% in the three months ended September 28, 2024 from 15.1% in the three months ended September 30, 2023. The decrease in SG&A expense was primarily due to decreased performance-based variable compensation expense, decreased amortization expense due primarily to accelerated amortization recorded in the prior year of an ERP system that we are no longer utilizing upon completion of our related obligations under the JW Australia Transition Services Agreement during the first quarter of 2024, and lower insurance expense due to favorable claims experience, partially offset by increased professional fees, including non-recurring transformation journey expenses.
Previous wording
Restructuring and Asset-Related Charges– Restructuring and asset-related charges increased $9.6 million, or 141.4% to $16.4 million in the three months ended June 29, 2024 from $6.8 million in the three months ended July 1, 2023. The increase in restructuring was primarily due to an increase in charges incurred to transform the operating structure of our Europe segment and to close certain manufacturing facilities in our North America segment. For more information, refer to Note 16 - Restructuring and Asset-Related Chargesof our consolidated financial statements included in this Form 10-Q.
Current wording
Restructuring and Asset-Related Charges– Restructuring and asset-related charges increased $12.8 million, or 101.1% to $25.5 million in the three months ended September 28, 2024 from $12.7 million in the three months ended September 30, 2023. The increase in restructuring was primarily due to an increase in charges incurred to transform the operating structure of our Europe segment and to close certain manufacturing facilities in our North America segment. For more information, refer to Note 16 - Restructuring and Asset-Related Chargesof our consolidated financial statements included in this Form 10-Q.
Previous wording
Interest Expense, Net– Interest expense, net, decreased $10.1 million, or 23.8%, to $32.3 million in the six months ended June 29, 2024 from $42.3 million in the six months ended July 1, 2023. The decrease was primarily due to lower long-term debt balances resulting from the redemption of our Senior Secured Notes and partial redemption of our Senior Notes in the third quarter of 2023, and an increase in interest income due to higher cash equivalents balances, partially offset by a decrease in interest income from interest rate derivatives.
Current wording
Interest Expense, Net– Interest expense, net, decreased $0.4 million, or 2.5%, to $16.3 million in the three months ended September 28, 2024 from $16.7 million in the three months ended September 30, 2023. The decrease was primarily due to lower borrowing on our variable rate Term Loan Facility resulting from a partial principal paydown in the current quarter and an increase in interest income due to higher cash equivalents balances, partially offset by a decrease in interest income from interest rate derivatives.
Previous wording
Other Income, Net– Other income, net increased $4.6 million, or 215.2%, to $2.5 million in the three months ended June 29, 2024 from $2.2 million of other expense, net in the three months ended July 1, 2023. Other income, net in the three months ended June 29, 2024 primarily consisted of recovery of the JW Australia transition services costs incurred of $2.4 million. Other expense, net in the three months ended July 1, 2023 primarily consisted of pension expense of $1.7 million.
Current wording
Other Income, Net– Other income, net decreased $6.0 million, or 63.2%, to $3.5 million in the three months ended September 28, 2024 from $9.5 million of other income, net in the three months ended September 30, 2023. Other income, net in the three months ended September 28, 2024 primarily consisted of cash received on investment in real estate of $3.2 million. Other income, net in the three months ended September 30, 2023 primarily consisted of recovery of the JW Australia transition services costs incurred of $4.0 million and income from short-term investments and forward contracts related to the JW Australia divestiture of $3.1 million.
Previous wording
Income Taxes– Income tax expense was $9.6 million in the three months ended June 29, 2024 compared to $10.8 million in the three months ended July 1, 2023. The effective tax rate in the three months ended June 29, 2024 was (107.1)%. The effective tax rate for the three months ended June 29, 2024 was primarily driven by $7.7 million of tax expense on uncertain tax positions relating primarily to a historical income tax audit and $2.2 million of valuation expense recorded against our U.S. state tax attributes, as well as losses for jurisdictions for which there is a full valuation allowance in the quarter. The effective tax rate in the three months ended July 1, 2023 was 32.3%. The effective tax rate for the three months ended July 1, 2023 was primarily driven by $1.5 million of tax expense attributable to valuation allowance expense recorded against our tax attributes.
Current wording
Income Taxes– Income tax expense was $7.3 million in the three months ended September 28, 2024 compared to $17.4 million in the three months ended September 30, 2023. The effective tax rate in the three months ended September 28, 2024 was (11.0)%. The effective tax rate for the three months ended September 28, 2024 was primarily driven by $2.4 million of tax expense due to changes in UTPs from ongoing audits and $2.6 million attributable to an increase in the valuation allowance recorded against our U.S. tax attributes due to changes in estimated forecasted earnings. The effective tax rate in the three months ended September 30, 2023 was 50.7%. The effective tax rate for the three months ended September 30, 2023 was primarily driven by $7.0 million of income tax expense from the net impact of discrete items, resulting from increases in valuation allowances and increases in UTP reserves. Refer to Note 11 -Income Taxesof our consolidated financial statements included in this Form 10-Q.
Previous wording
Net Revenues– Net revenues decreased $261.1 million, or 11.8%, to $1,945.1 million in the six months ended June 29, 2024 from $2,206.3 million in the six months ended July 1, 2023. The decrease in net revenues was primarily driven by a decrease in Core Revenues of 12%. Core Revenues decreased due to a 12% decline in volume/mix.
Current wording
Net Revenues– Net revenues decreased $403.4 million, or 12.3%, to $2,879.9 million in the nine months ended September 28, 2024 from $3,283.3 million in the nine months ended September 30, 2023. The decrease in net revenues was primarily driven by a decrease in Core Revenues of 12%. Core Revenues decreased due to a 12% decline in volume/mix.
Previous wording
Gross Margin– Gross margin decreased $54.7 million, or 13.1%, to $362.6 million in the six months ended June 29, 2024 from $417.3 million in the six months ended July 1, 2023. Gross margin as a percentage of net revenues was 18.6% in the six months ended June 29, 2024 and 18.9% in the six months ended July 1, 2023. The slight decrease in gross margin percentage was due to a decremental impact of volume/mix, partially offset by an increase in productivity.
Current wording
Gross Margin– Gross margin decreased $98.4 million, or 15.4%, to $542.5 million in the nine months ended September 28, 2024 from $640.9 million in the nine months ended September 30, 2023. Gross margin as a percentage of net revenues was 18.8% in the nine months ended September 28, 2024 and 19.5% in the nine months ended September 30, 2023. The decrease in gross margin percentage was due to a decremental impact of volume/mix, partially offset by an increase in productivity.
Previous wording
SG&A Expense– SG&A expense increased $36.0 million, or 11.4%, to $351.3 million in the six months ended June 29, 2024 from $315.2 million in the six months ended July 1, 2023. SG&A expense as a percentage of net revenues increased to 18.1% in six months ended June 29, 2024 from 14.3% in the six months ended July 1, 2023. The increase in SG&A expense was primarily due to increased professional fees, including non-recurring transformation journey expenses, increased labor cost driven by an increase in inflation, and accelerated amortization of an ERP system that we are no longer utilizing upon completion of our related obligations under the JW Australia Transition Services Agreement during the first quarter of 2024, partially offset by decreased performance-based variable compensation expense.
Current wording
SG&A Expense– SG&A expense increased $16.5 million, or 3.4%, to $494.5 million in the nine months ended September 28, 2024 from $478.1 million in the nine months ended September 30, 2023. SG&A expense as a percentage of net revenues increased to 17.2% in nine months ended September 28, 2024 from 14.6% in the nine months ended September 30, 2023. The increase in SG&A expense was primarily due to increased professional fees, including non-recurring transformation journey expenses, increased labor cost driven by an increase in inflation, and accelerated amortization of an ERP system that we are no longer utilizing upon completion of our related obligations under the JW Australia Transition Services Agreement during the first quarter of 2024, partially offset by decreased performance-based variable compensation expense and lower insurance expense due to favorable claims experience.
Previous wording
Restructuring and Asset-Related Charges– Restructuring and asset-related charges increased $18.4 million, or 114.6% to $34.5 million in thesix months ended June 29, 2024 from $16.1 million in the six months ended July 1, 2023. The increase in restructuring charges was primarily due to an increase in charges incurred to close certain manufacturing facilities in our North America segment and to transform the operating structure of our Europe segment. For more information, refer to Note 16 - Restructuring and Asset-Related Chargesof our consolidated financial statements included in this Form 10-Q.
Current wording
Restructuring and Asset-Related Charges– Restructuring and asset-related charges increased $31.3 million, or 108.7% to $60.0 million in the nine months ended September 28, 2024 from $28.8 million in the nine months ended September 30, 2023. The increase in restructuring charges was primarily due to an increase in charges incurred to close certain manufacturing facilities in our North America segment and to transform the operating structure of our Europe segment. For more information, refer to Note 16 - Restructuring and Asset-Related Chargesof our consolidated financial statements included in this Form 10-Q.
Previous wording
Interest Expense, Net– Interest expense, net, decreased $4.3 million, or 20.6%, to $16.6 million in the three months ended June 29, 2024 from $20.9 million in the three months ended July 1, 2023. The decrease was primarily due to lower long-term debt balances resulting from the redemption of our Senior Secured Notes and partial redemption of our Senior Notes in the third quarter of 2023, and an increase in interest income due to higher cash equivalents balances, partially offset by a decrease in interest income from interest rate derivatives.
Current wording
Interest Expense, Net– Interest expense, net, decreased $10.5 million, or 17.8%, to $48.6 million in the nine months ended September 28, 2024 from $59.1 million in the nine months ended September 30, 2023. The decrease was primarily due to lower long-term debt balances resulting from the redemption of our Senior Secured Notes and partial redemption of our 4.63% Senior Notes in the third quarter of 2023, and an increase in interest income due to higher cash equivalents balances, partially offset by a decrease in interest income from interest rate derivatives.
Previous wording
Loss on Extinguishment and Refinancing of Debt– The $1.4 million loss on extinguishment of debt is related to the amendment of our Term Loan Facility during the six months ended June 29, 2024. Refer to Note 10 - Long-Term Debtof our consolidated financial statements included in this Form 10-Q.
Current wording
Loss on Extinguishment and Refinancing of Debt– The $1.9 million loss on extinguishment and refinancing of debt is related to the amendment of our Term Loan Facility as well as the redemption of the remaining $200.0 million of our 4.63% Senior Notes during the nine months ended September 28, 2024. The loss on extinguishment and refinancing of debt of $6.5 million in the nine months ended September 30, 2023 is related to the redemption of our Senior Secured Notes and partial redemption of our 4.63% Senior Notes. Refer to Note 10 - Long-Term Debtof our consolidated financial statements included in this Form 10-Q.
Previous wording
Other Income, Net– Other income, net increased $15.2 million, or 996.3%, to $16.8 million in the six months ended June 29, 2024 from $1.5 million in the six months ended July 1, 2023. Other income, net in the six months ended June 29, 2024 primarily consisted of recovery of the JW Australia transition services costs incurred of $6.5 million, income from the refund of deposits of China antidumping and countervailing duties of $2.9 million, cash received on investment in real estate of $2.5 million, recovery of cost from receipts on impaired notes of $1.4 million, and insurance reimbursements of $1.7 million, partially offset by pension expense of $1.0 million. Other income, net in the six months ended July 1, 2023 primarily consisted of foreign currency gains of $2.1 million, recovery of cost from receipts on impaired notes of $1.7 million, and insurance reimbursements of $1.2 million, partially offset by pension expense of $3.4 million.
Current wording
Other Income, Net– Other income, net increased $9.2 million, or 84.2%, to $20.2 million in the nine months ended September 28, 2024 from $11.0 million in the nine months ended September 30, 2023. Other income, net in the nine months ended September 28, 2024 primarily consisted of recovery of the JW Australia transition services costs incurred of $6.6 million, cash received on investment in real estate of $5.7 million, income from the refund of deposits of China antidumping and countervailing duties of $3.2 million, insurance reimbursements of $1.7 million, recovery of cost from receipts on impaired notes of $1.4 million, and foreign currency gains of $1.1 million, partially offset by pension expense of $1.5 million. Other income, net in the nine months ended September 30, 2023 primarily consisted of recovery of the JW Australia transition services costs incurred of $4.0 million and income from short-term investments and forward contracts related to the JW Australia divestiture of $3.1 million, the recovery of cost from interest received on impaired notes of $3.0 million, foreign currency gains of $2.3 million and reimbursements from insurance of $1.2 million, partially offset by pension expense of $5.0 million.
Previous wording
Income Taxes– Income tax expense was $6.1 million in the six months ended June 29, 2024 compared to $14.2 million in the six months ended July 1, 2023. The effective tax rate in the six months ended June 29, 2024 was (15.3)%. The effective tax rate for the six months ended June 29, 2024 was primarily driven by $9.7 million of tax expense on uncertain tax positions from ongoing audits and $2.3 million of valuation expense recorded against our tax attributes, as well as losses for jurisdictions for which there is a full valuation allowance in the quarter. The effective tax rate in the six months ended July 1, 2023 was 31.5%. The effective tax rate for the six months ended July 1, 2023 was primarily driven by $1.5 million of tax expense attributable to valuation allowance expense recorded against our tax attributes and $1.2 million of tax expense attributable to share-based compensation.
Current wording
Income Taxes– Income tax expense was $13.4 million in the nine months ended September 28, 2024 compared to $31.6 million in the nine months ended September 30, 2023. The effective tax rate in the nine months ended September 28, 2024 was (12.6)%. The effective tax rate for the nine months ended September 28, 2024 was primarily driven by $12.1 million of tax expense due to changes in UTPs from ongoing audits and $4.3 million attributable to an increase in the valuation allowance recorded against our U.S. tax attributes due to changes in estimated forecasted earnings. The effective tax rate in the nine months ended September 30, 2023 was 39.8%. The effective tax rate in the nine months ended September 30, 2023 was primarily driven by $5.7 million of tax expense attributable to an increase in the valuation allowance on U.S. tax attributes, a net $2.0 million of tax expense due to changes in UTPs and $1.6 million of tax expense attributable to share-based compensation. Refer to Note 11 -Income Taxesof our consolidated financial statements included in this Form 10-Q.
Previous wording
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 define Adjusted EBITDA from continuing operations as income (loss) from continuing operations, net of tax, adjusted for the following items: income tax expense (benefit); depreciation and amortization; interest expense, net; and certain special items consisting of non-recurring net legal and professional expenses and settlements; restructuring and asset-related charges; M&A related costs; net (gain) loss on sale of property and equipment; loss on extinguishment and refinancing of debt; share-based compensation expense; non-cash foreign exchange transaction/translation (gain) loss; and other special items. We use Adjusted EBITDA from continuing operations because we believe this measure assists investors and analysts in comparing our operating performance across reporting periods on a consistent basis by excluding items that we do not believe are indicative of our core operating performance. This non-GAAP financial measure should be viewed in addition to, and not as a substitute for, the Company’s reported results prepared in accordance with GAAP.
Current wording
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 define Adjusted EBITDA from continuing operations as income (loss) from continuing operations, net of tax, adjusted for the following items: income tax expense (benefit); depreciation and amortization; interest expense (income), net; and certain special items consisting of non-recurring net legal and professional expenses and settlements; goodwill impairment; restructuring and asset-related charges; M&A related costs; net (gain) loss on sale of business, property, and equipment; loss on extinguishment and refinancing of debt; share-based compensation expense; non-cash foreign exchange transaction/translation (gain) loss; and other special items. We use Adjusted EBITDA from continuing operations because we believe this measure assists investors and analysts in comparing our operating performance across reporting periods on a consistent basis by excluding items that we do not believe are indicative of our core operating performance. This non-GAAP financial measure should be viewed in addition to, and not as a substitute for, the Company’s reported results prepared in accordance with GAAP.
Previous wording
(1)North America depreciation and amortization expense in the three months ended July 1, 2023 includes accelerated depreciation of $9.1 million from reviews of equipment capacity optimization.
Current wording
(1)Corporate and unallocated depreciation and amortization expense includes software accelerated amortization of 3.5 million for an ERP that we are no longer utilizing after we completed our related obligations under the JW Australia Transition Services Agreement during the first quarter of 2024. North America depreciation and amortization expense includes accelerated depreciation of $9.1 million from reviews of equipment capacity optimization.
Previous wording
Net revenues in Europe decreased $33.2 million, or 10.8%, to $275.4 million in the three months ended June 29, 2024 from $308.7 million in the three months ended July 1, 2023. The decrease was primarily due to a decrease in Core Revenues of 10% and an adverse foreign exchange impact of 1%. Core Revenues decreased due to unfavorable volume/mix of 12% primarily due to market softness across the region, partially offset by a 2% benefit from price realization.
Current wording
Net revenues in Europe decreased $29.9 million, or 10.4%, to $256.8 million in the three months ended September 28, 2024 from $286.7 million in the three months ended September 30, 2023. The decrease was primarily due to a decrease in Core Revenues of 12%, offset by favorable foreign exchange impact of 1%. Core Revenues decreased due to unfavorable volume/mix of 12% primarily due to market softness across the region.
Previous wording
Corporate and unallocated costs decreased by $12.6 million, or 52.9%, to $11.2 million in the three months ended June 29, 2024, from $23.8 million in the three months ended July 1, 2023. The decrease in cost was primarily due to decrease in performance-based variable compensation expense, reduction in non-strategic professional fees and corporate function expense savings during the three months ended June 29, 2024.
Current wording
Corporate and unallocated costs decreased by $9.3 million, or 49.7%, to $9.4 million in the three months ended September 28, 2024, from $18.7 million in the three months ended September 30, 2023. The decrease in cost was primarily due to decrease in performance-based variable compensation expense, cash received on investment in real estate, reduction in non-transformational professional fees and corporate function expense savings, and lower insurance expense due to favorable claims experience during the three months ended September 28, 2024.
Previous wording
Net revenues in North America decreased $106.5 million, or 13.0%, to $710.6 million in the three months ended June 29, 2024 from $817.1 million in the three months ended July 1, 2023. The decrease was primarily due to a decrease in Core Revenues of 13%. Core Revenues decreased due to a 13% unfavorable volume/mix driven by weakened market demand.
Current wording
Net revenues in North America decreased $306.9 million, or 12.9%, to $2,068.5 million in the nine months ended September 28, 2024 from $2,375.4 million in the nine months ended September 30, 2023. The decrease was primarily due to a decrease in Core Revenues of 13%. Core Revenues decreased due to an 13% unfavorable volume/mix driven by weaker market demand and a shift in demand to lower priced products.
Previous wording
Net revenues in Europe decreased $66.6 million, or 10.7%, to $554.5 million in the six months ended June 29, 2024 from $621.1 million in the six months ended July 1, 2023. The decrease was primarily due to a decrease in Core Revenues of 11%. Core Revenues decreased due to unfavorable volume/mix of 13% primarily due to market softness across the region, partially offset by a 2% benefit from price realization.
Current wording
Net revenues in Europe decreased $96.5 million, or 10.6%, to $811.3 million in the nine months ended September 28, 2024 from $907.8 million in the nine months ended September 30, 2023. The decrease was primarily due to a decrease in Core Revenues of 11%. Core Revenues decreased due to unfavorable volume/mix of 12% primarily due to market softness across the region, partially offset by a 1% benefit from price realization.
Previous wording
Adjusted EBITDA from continuing operations in Europe decreased $3.4 million, or 14.4%, to $20.4 million in the three months ended June 29, 2024 from $23.9 million in the three months ended July 1, 2023. The decrease was primarily due to unfavorable volume/mix, partially offset by favorable productivity and positive price/cost.
Current wording
Adjusted EBITDA from continuing operations in Europe decreased $14.8 million, or 22.4%, to $51.2 million in the nine months ended September 28, 2024 from $66.0 million in the nine months ended September 30, 2023. The decrease was primarily due to unfavorable volume/mix, partially offset by favorable productivity.
Previous wording
Corporate and unallocated costs decreased by $23.1 million, or 55.9%, to $18.2 million in the six months ended June 29, 2024, from $41.3 million in the six months ended July 1, 2023. The decrease in cost was primarily due to a decrease in performance-based variable compensation expense, reduction in non-strategic professional fees, insurance reimbursements received during the six months ended June 29, 2024, and corporate function expense savings.
Current wording
Corporate and unallocated costs decreased by $32.4 million, or 54.0%, to $27.6 million in the nine months ended September 28, 2024, from $60.0 million in the nine months ended September 30, 2023. The decrease in cost was primarily due to a decrease in performance-based variable compensation expense, cash received on investment in real estate, lower insurance expense due to favorable claims experience, reduction in non-transformational professional fees and corporate function expense savings during the nine months ended September 28, 2024.
Previous wording
As of June 29, 2024, we had total liquidity (a non-GAAP measure) of $691.6 million, consisting of $212.8 million in unrestricted cash, $478.8 million available for borrowing under the ABL Facility, compared to total liquidity of $750.6 million as of December 31, 2023. The decrease in total liquidity was primarily due to lower cash balances at June 29, 2024 compared to December 31, 2023.
Current wording
As of September 28, 2024, we had total liquidity (a non-GAAP measure) of $636.7 million, consisting of $208.5 million in unrestricted cash, $428.2 million available for borrowing under the ABL Facility, compared to total liquidity of $750.6 million as of December 31, 2023. The decrease in total liquidity was primarily due to lower cash balances at September 28, 2024 compared to December 31, 2023.
Previous wording
As of June 29, 2024, our cash balances, including $0.8 million of restricted cash, consisted of $74.9 million in the U.S. and $138.7 million in non-U.S. subsidiaries.
Current wording
As of September 28, 2024, our cash balances, including $0.8 million of restricted cash, consisted of $63.1 million in the U.S. and $146.3 million in non-U.S. subsidiaries.
Previous wording
Based on hypothetical variable rate debt that would have resulted from drawing each revolving credit facility up to the full commitment amount, a 100 basis point decrease in interest rates would have reduced our interest expense by $9.8 million in the three months ended June 29, 2024. A 100 basis point increase in interest rates would have increased our interest expense by $9.8 million in the same period. In certain instances, the impact of a hypothetical decrease would have been partially mitigated by interest rate floors that apply to certain of our debt agreements.
Current wording
Based on hypothetical variable rate debt that would have resulted from drawing each revolving credit facility up to the full commitment amount, a 100 basis point decrease in interest rates would have reduced our interest expense by $8.3 million in the three months ended September 28, 2024. A 100 basis point increase in interest rates would have increased our interest expense by $8.3 million in the same period. In certain instances, the impact of a hypothetical decrease would have been partially mitigated by interest rate floors that apply to certain of our debt agreements.
Previous wording
(1) Cash flow information for the six months ended July 1, 2023 is inclusive of cash flows from JW Australia as discontinued operations through the divestiture date of July 2, 2023.
Current wording
(1)Cash flow information for the nine months ended September 30, 2023 is inclusive of cash flows from JW Australia as discontinued operations through the divestiture date of July 2, 2023.
Previous wording
Net cash provided by operating activities decreased $113.0 million to $40.4 million in the six months ended June 29, 2024, compared to $153.4 million in the six months ended July 1, 2023. The decreased operating cash flow was primarily due to decreased earnings of $99.6 million and an unfavorable impact from accrued expenses of $37.9 million, due primarily to higher payments of performance-based variable compensation, partially offset by a $22.4 million improvement in net cash provided by our working capital accounts. The impact of Accounts receivable, net of $73.7 million was favorable in the six months ended June 29, 2024, compared to the six months ended July 1, 2023, which was primarily due to decreased sales and slightly improved collections. The $12.9 million favorable impact from accounts payable is primarily due to improved payment terms with suppliers. The $64.2 million unfavorable impact of inventory is primarily due to the prior year benefit from intentional, one-time reductions not being repeated in the current year, as the current year began with a more normalized inventory level as compared to the prior year.
Current wording
Net cash provided by operating activities decreased $195.0 million to $78.0 million in the nine months ended September 28, 2024, compared to $273.0 million in the nine months ended September 30, 2023. The decreased operating cash flow was primarily due to unfavorable change in earnings of $217.8 million and an unfavorable impact from accrued expenses of $48.6 million, due primarily to higher payments of annual variable compensation for 2023 performance, partially offset by a $8.5 million improvement in net cash provided by our working capital accounts. The impact of accounts receivable, net of $70.7 million was favorable in the nine months ended September 28, 2024, compared to the nine months ended September 30, 2023, which was primarily due to decreased sales and slightly improved collections. The $14.0 million favorable impact from accounts payable is primarily due to improved payment terms with suppliers. The $76.2 million unfavorable impact of inventory is primarily due to the prior year benefit from intentional, one-time reductions not being repeated in the current year, as the current year began with a more normalized inventory level as compared to the prior year. Further, the unfavorable impact of inventory was also driven by investments in inventory levels to aid in delivering improved service levels and lead times to our customers.
Previous wording
Net cash used in investing activities increased $27.4 million to $69.6 million in the six months ended June 29, 2024 compared to $42.2 million in the six months ended July 1, 2023, primarily driven by a $27.2 million increase in capital expenditures.
Current wording
Net cash used in investing activities was $106.4 million in the nine months ended September 28, 2024 compared to cash provided by investing activities of $298.8 million in the nine months ended September 30, 2023, primarily driven by $367.5 million proceeds (payments) related to the sale of JW Australia during the nine months ended September 30, 2023 and an increase in capital expenditures of $37.7 million.
Previous wording
Net cash used in financing activities decreased $31.0 million to $39.8 million in the six months ended June 29, 2024 compared to $70.8 million in the six months ended July 1, 2023, primarily due to a decrease in net debt payments and payments of debt extinguishment costs of $15.8 million in the six months ended June 29, 2024 compared to net debt payments of $70.3 million in the six months ended July 1, 2023. This decrease is partially offset by the repurchases of common stock of $24.3 million in the six months ended June 29, 2024.
Current wording
Net cash used in financing activities decreased $500.5 million to $50.3 million in the nine months ended September 28, 2024 compared to $550.8 million in the nine months ended September 30, 2023, primarily due to a decrease in net debt payments and payments of debt extinguishment costs of $25.6 million in the nine months ended September 28, 2024 compared to net debt payments and payments of debt extinguishment costs of $549.3 million in the nine months ended September 30, 2023. This decrease is partially offset by the repurchases of common stock of $24.3 million in the nine months ended September 28, 2024.
Previous wording
The amount of our consolidated net assets that were available to be distributed under our Credit Facilities as of June 29, 2024 was $910.5 million.
Current wording
The amount of our consolidated net assets that were available to be distributed under our Credit Facilities as of September 28, 2024 was $924.1 million.
Rearranged current paragraphs (1)
Current report — wording carried from elsewhere
In September 2024, we redeemed the remaining $200.0 million of our 4.63% Senior Notes. The Company recognized a pre-tax loss of $0.5 million on the redemption resulting from accelerated amortization of debt issuance costs.
Rearranged previous paragraphs (3)
Previous report — wording carried elsewhere
For more information, refer to Note 11 -Income Taxesof our consolidated financial statements included in this Form 10-Q.
Previous report — wording carried elsewhere
For more information, refer to Note 11 -Income Taxesof our consolidated financial statements included in this Form 10-Q.
Previous report — wording carried elsewhere
(1)North America depreciation and amortization expense in the six months ended July 1, 2023 includes accelerated depreciation of $9.1 million from reviews of equipment capacity optimization.