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JELD-WEN Holding, Inc.

For the period ended Mar 29, 2025. Filed May 8, 2025.

View on SEC.gov

About 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.

Mar 29, 2025 · Filed May 8, 2025

JELD$1.02+1.0%Stored close · as of Nov 6, 2026

What changed in Management’s Discussion and Analysis?

Read the current filing

Previous 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 Operations

Current report: 10-Q

Period ended 2025-03-29; filed 2025-05-08.

0001674335-25-000100

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

The 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 101 previous paragraphs and 87 current paragraphs.

31 unchanged; 32 reworded; 23 added; 34 removed; 4 previous and 1 current paragraphs rearranged.

Tables are not compared: 9 previous and 6 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 (23)

Current report

Due to changing market conditions, we are experiencing, and may continue to experience, lower demand for our products, a continued demand shift to entry level products, persistent inflation and elevated interest rates. Additionally, the Company is actively monitoring recent trade policy and tariff announcements, including various executive orders issued by the current U.S. presidential administration. Increased restrictions on global trade, including an increase in U.S. tariffs and any retaliatory responses thereto, could result in, among other things, increased input costs, supply chain disruptions, decreased consumer demand and volatility in foreign exchange rates and financial markets. We continue to analyze the impact of these actions and are working on the deployment of a mitigation strategy, including pricing, productivity and repositioning our supply chain to offset the impact of the tariff exposure. The uncertain and evolving market dynamics and global trade environment could have a material adverse effect on the Company’s business, financial condition, and results of operations.

Current report

Interest Expense, Net– Interest expense, net, decreased $0.8 million, or 4.9%, to $14.9 million in the three months ended March 29, 2025, from $15.7 million in the three months ended March 30, 2024. The decrease was primarily due to lower interest on the Term Loan Facility resulting from a partial repayment of principal during the third quarter of 2024 and lower interest rate in the current period, partially offset by the principal balance and higher interest rate on our Senior Notes issued during the third quarter of 2024 and maturing in 2032.

Current report

Reconciliations of (loss) income, net of tax to Adjusted EBITDA by segment are as follows:

Current report

(1)Refer to the calculation of Adjusted EBITDA for a discussion of the Special items listed below.

Current report

(1)Corporate and unallocated depreciation and amortization expense in the three months ended March 30, 2024, includes accelerated amortization of $14.1 million for an ERP system that we are no longer utilizing after we completed our related obligations under the JW Australia Transition Services Agreement.

Current report

(2)Refer to the calculation of Adjusted EBITDA for a discussion of the Special items listed below.

Current report

Reconciliations of loss, net of tax to Adjusted EBITDA on a consolidated basis are as follows:

Current report

(2)Net legal and professional expenses and settlements include non-recurring transformation journey expenses of $11.2 million and $16.4 million in the three months ended March 29, 2025 and March 30, 2024, respectively. For the three months ended March 29, 2025, these expenses primarily relate to project-based consulting fees that directly support the transformation journey that are not expected to recur in the foreseeable future. These projects include the centralization of human resources processes, North America supply chain network optimization strategy and other projects related to our transformation journey. For the three months ended March 30, 2024, these expenses primarily relate to the engagement of a transformation consultant for a period spanning from the third quarter of 2023 through January 2025, for which we incurred $14.6 million during the quarter. Expenses for this transformation consultant’s engagement, which was extended by ten weeks into 2025, included $2.1 million in the three months ended March 29, 2025. Additionally, net legal and professional expenses and settlements include $0.6 million and $1.1 million in the three months ended March 29, 2025 and March 30, 2024, respectively, relating to litigation of historic legal matters.

Current report

(3)Goodwill impairment consists of goodwill impairment charges associated with our North America reporting unit.

Current report

(4)Represents severance, accelerated depreciation and amortization, equipment relocation and other expenses directly incurred as a result of restructuring events. The restructuring charges primarily relate to charges incurred to change the operating structure, eliminate certain roles, and close certain manufacturing facilities in our North America and Europe segments.

Current report

(5)Product and inventory-related charges related to announced facility closures were detrimental to Adjusted EBITDA.

Current report

(6)M&A related costs consist primarily of legal and professional expenses related to the court-ordered divestiture of Towanda.

Current report

(7)Net gain on sale of business, property and equipment in the three months ended March 29, 2025, primarily relates to the court-ordered divestiture of Towanda. Net gain on sale of business, property and equipment in the three months ended March 30, 2024, primarily relates to the sale of properties in Chile.

Current report

(8)Loss on extinguishment and refinancing of debt consists of $0.2 million in the three months ended March 29, 2025, associated with an amendment of our ABL Facility and $1.4 million in the three months ended March 30, 2024, associated with an amendment of our Term Loan Facility.

Current report

(9)Represents non-cash equity-based compensation expense related to the issuance of share-based awards.

Current report

(10)Non-cash foreign exchange transaction/translation gain primarily associated with fair value adjustments of foreign currency derivatives and revaluation of balances denominated in foreign currencies.

Current report

(11)Other special items not core to ongoing business activity include: (i) in the three months ended March 30, 2024, a loss of $4.3 million of cumulative foreign currency translation adjustments related to the substantial liquidation of a foreign subsidiary in Chile in our North America segment and ($1.5) million of cash received on an impaired note in Corporate and unallocated costs.

Current report

Adjusted EBITDA in North America decreased $45.7 million, or 74.6%, to $15.5 million in the three months ended March 29, 2025, from $61.2 million in the three months ended March 30, 2024. The decrease was primarily due to unfavorable volume/mix and price/cost and unfavorable productivity, partially offset by lower selling, general and administrative expenses. The decrease in SG&A was primarily driven by lower advertising and promotion expenses, lower salaries and benefits driven by a reduction in headcount, as well as lower professional fees.

Current report

In March 2025, we amended the ABL Facility to extend the maturity date from July 2026 to March 2028, replace the CDOR as the applicable rate with respect to loans denominated in Canadian Dollars with the CORRA, and make certain other technical amendments and related conforming changes. All other material terms and conditions of the Credit Agreement were unchanged including the aggregate commitment which remained at $500.0 million. The Company recognized a pre-tax loss of $0.2 million in the three months ended March 29, 2025, consisting of unamortized issuance costs.

Current report

In December 2007, we entered into thirty-year mortgage notes secured by land and buildings in Denmark with principal payments which began in 2018. In October 2024, we repaid the entire remaining principal balance of the mortgage notes of DKK 142.5 million ($20.7 million).
Removed paragraphs (34)

Previous report

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 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.

Previous 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.

Previous report

Comparison of the Nine Months Ended September 28, 2024 to the Nine Months Ended September 30, 2023

Previous report

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 report

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 report

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 report

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 report

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 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.

Previous report

Reconciliations of net income to Adjusted EBITDA from continuing operations for our segments’ operations are as follows:

Previous report

(1)For a discussion of the Special items listed above, refer to Note 12 -Segment Information of our consolidated financial statements included in this Form 10-Q.

Previous 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.

Previous report

(2)For a discussion of the Special items listed above, refer to Note 12 -Segment Information of our financial statements included in this Form 10-Q.

Previous report

(2)For a discussion of the Special items listed above, refer to Note 12 -Segment Information of our consolidated financial statements included in this Form 10-Q.

Previous 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. North America depreciation and amortization expense includes accelerated depreciation of $9.1 million from reviews of equipment capacity optimization.

Previous report

(2)For a discussion of the Special items listed above, refer to Note 12 -Segment Information of our financial statements included in this Form 10-Q.

Previous 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.

Previous 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.

Previous report

Comparison of the Nine Months Ended September 28, 2024 to the Nine Months Ended September 30, 2023

Previous report

(1)Adjusted EBITDA from continuing operations is a financial measure that is not calculated in accordance with GAAP. For a discussion of our presentation of Adjusted EBITDA from continuing operations, see Note 12 -Segment Informationof our financial statements included in this Form 10-Q.

Previous report

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 report

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 report

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 report

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 report

(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 report

We are a holding company that conducts all of our operations through subsidiaries, and we rely on dividends or advances from our subsidiaries to fund the holding company. The majority of our operating income is derived from JWI, our main operating subsidiary. The ability of our subsidiaries to pay dividends to us is subject to applicable local law and may be limited due to the terms of other contractual arrangements, including our Credit Facilities and Senior Notes.

Previous report

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.
Reworded paragraphs (32)

Previous wording

This MD&A is a supplement to our unaudited financial statements and notes thereto included elsewhere in this Form 10-Q and is provided to enhance your understanding of our results of operations and financial condition. Our discussion of results of operations is presented in millions throughout the MD&A and due to rounding may not sum or calculate precisely to the totals and percentages provided in the tables. Our MD&A is organized as follows:

Current wording

This MD&A is a supplement to our unaudited financial statements and notes thereto included elsewhere in this Form 10-Q and is provided to enhance your understanding of our results of operations and financial condition. Our discussion of the results of operations is presented in millions throughout MD&A and due to rounding may not sum or calculate precisely to the totals and percentages provided in the tables. Our MD&A is organized as follows:

Previous wording

•Overview. This section provides a general description of our Company and reportable segments.

Current wording

•Company Overview. This section provides a general description of our Company and reportable segments.

Previous 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.

Current wording

We operate manufacturing and distribution facilities in 14 countries, located primarily 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

Our business is organized in geographic regions to ensure integration across operations serving common end markets and customers. We have two reportable segments in our continuing operations: North America and Europe. Financial information related to our business segments can be found in Note 12 -Segment Informationof our financial statements included elsewhere in this Form 10-Q.

Current wording

Our business is organized in geographic regions to ensure integration across operations serving common end markets and customers. We have two reportable segments: North America and Europe. Refer to Note 12 -Segment Informationto our consolidated financial statements included in this Form 10-Q for more information about our segments.

Previous wording

We present several financial metrics in “Core” terms, such as Core Revenue, which excludes the impact of foreign exchange, acquisitions and divestitures completed in the last twelve months. We believe Core Revenue assists management, investors, and analysts in understanding the organic performance of the operations.

Current wording

We present several financial metrics in “Core” terms, such as Core Revenues, which excludes the impact of foreign exchange, acquisitions and divestitures completed in the last twelve months. We believe Core Revenues assists management, investors, and analysts in understanding the organic performance of our operations.

Previous 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.

Current wording

Net Revenues– Net revenues decreased $183.1 million, or 19.1%, to $776.0 million in the three months ended March 29, 2025, from $959.1 million in the three months ended March 30, 2024. The decrease in net revenues was primarily driven by a decrease in Core Revenues of 15%, a decrease in net revenues from the court-ordered divestiture of Towanda of 3%, and an unfavorable foreign exchange impact of 1%. The decrease in Core Revenues was driven by a 16% decline in volume/mix, partially offset by a 1% benefit from price realization.

Previous 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.

Current wording

Gross Margin– Gross margin decreased $60.5 million, or 35.1%, to $112.1 million in the three months ended March 29, 2025, from $172.6 million in the three months ended March 30, 2024. Gross margin as a percentage of net revenues was 14.4% in the three months ended March 29, 2025, and 18.0% in the three months ended March 30, 2024. The decrease in gross margin percentage was primarily due to a decremental impact of volume/mix and unfavorable productivity.

Previous 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.

Current wording

SG&A Expense– SG&A expense decreased $38.0 million, or 20.8%, to $144.8 million in the three months ended March 29, 2025, from $182.8 million in the three months ended March 30, 2024. SG&A expense as a percentage of net revenues decreased to 18.7% in the three months ended March 29, 2025, from 19.1% in the three months ended March 30, 2024. The decrease in SG&A expense was primarily due to lower amortization expense resulting from accelerated amortization in the prior year 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, a decrease in professional fees, including non-recurring transformation journey expenses, lower salaries and benefits driven by a reduction in headcount, as well as lower advertising and promotion expenses.

Previous wording

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 wording

Goodwill Impairment– Goodwill impairment charges of $137.7 million in the three months ended March 29, 2025, relate to goodwill impairment charges associated with our North America reporting unit. Refer to Note 6 –Goodwill to our consolidated financial statements included in this Form 10-Q for more information.

Previous 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.

Current wording

Restructuring and Asset-Related Charges– Restructuring and asset-related charges decreased $3.5 million, or 19.5% to $14.5 million in the three months ended March 29, 2025, from $18.1 million in the three months ended March 30, 2024. The decrease in restructuring charges was primarily due to a decrease in charges incurred to close certain manufacturing facilities in our North America and Europe segments and to transform the operating structure of our Europe segment. Refer to Note 16 - Restructuring and Asset-Related Charges to our consolidated financial statements included in this Form 10-Q for more information.

Previous 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.

Current wording

Loss on Extinguishment and Refinancing of Debt– The $0.2 million loss on extinguishment and refinancing of debt during the three months ended March 29, 2025, is associated with an amendment of our ABL Facility. The loss on extinguishment and refinancing of debt of $1.4 million in the three months ended March 30, 2024, is associated with an amendment of our Term Loan Facility. Refer to Note 10 -Long-Term Debt to our consolidated financial statements included in this Form 10-Q for more information.

Previous 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.

Current wording

Other Income, Net– Other income, net decreased $3.7 million, or 25.8%, to $10.6 million in the three months ended March 29, 2025, from $14.3 million in the three months ended March 30, 2024. Other income, net in the three months ended March 29, 2025, consisted primarily of cash received on investment in real estate of $7.6 million and income from the refund of deposits of China antidumping and countervailing duties of $2.9 million, partially offset by pension expense of $0.9 million. Other income, net in the three months ended March 30, 2024, consisted primarily of recovery of the JW Australia transition services costs incurred of $4.1 million, cash received on impaired notes of $3.5 million, income from the refund of deposits of China antidumping and countervailing duties of $2.9 million, insurance reimbursements of $1.7 million, and foreign currency gains of $1.5 million. Refer to Note 18 - Other Income, Net to our consolidated financial statements included in this Form 10-Q for more information.

Previous 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.

Current wording

Income Taxes– Income tax expense was $0.6 million in the three months ended March 29, 2025, compared to a $3.4 million benefit in the three months ended March 30, 2024. The effective tax rate in the three months ended March 29, 2025, was (0.3)%. The effective tax rate for the three months ended March 29, 2025, was driven primarily by the $14.2 million increase to valuation allowances on foreign and state NOL and credit carryforwards, $9.8 million of tax benefit attributable to goodwill impairment and$8.5 million of tax expense attributable to the court-ordered divestiture of Towanda. The effective tax rate in the three months ended March 30, 2024, was primarily driven by $2.0 million of tax expense on uncertain tax positions from ongoing audits as well as losses for jurisdictions for which there is a full valuation allowance in the quarter. Refer to Note 11 -Income Taxesto our consolidated financial statements included in this Form 10-Q for more information.

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 (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.

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 as income (loss), 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 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)Corporate and unallocated depreciation and amortization expense includes software accelerated amortization of $14.1 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 wording

(1)Depreciation and amortization expense includes accelerated amortization of $14.1 million in the three months ended March 30, 2024, in Corporate and unallocated costs for an ERP system 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.

Previous wording

(1)Adjusted EBITDA from continuing operations is a financial measure that is not calculated in accordance with GAAP. For a discussion of our presentation of Adjusted EBITDA from continuing operations, see Note 12 -Segment Informationof our financial statements included in this Form 10-Q.

Current wording

(1)Adjusted EBITDA is a financial measure that is not calculated in accordance with GAAP. Refer to the calculation of Adjusted EBITDA for a discussion of the Special items listed above.

Previous wording

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 wording

Net revenues in North America decreased $149.4 million, or 22.0%, to $530.6 million in the three months ended March 29, 2025, from $680.0 million in the three months ended March 30, 2024. The decrease was primarily due to a decrease in Core Revenues of 17%, a decrease in net revenues from the court-ordered divestiture of Towanda of 4%, and an unfavorable foreign exchange impact of 1%. The decrease in Core revenues was driven by an 18% decline in volume/mix driven by weaker market demand, partially offset by a 1% benefit from price realization.

Previous 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.

Current wording

Net revenues in Europe decreased $33.7 million, or 12.1%, to $245.4 million in the three months ended March 29, 2025, from $279.1 million in the three months ended March 30, 2024. The decrease was primarily due to a decrease in Core Revenues of 9% and an unfavorable foreign exchange impact of 3%. Core Revenues decreased primarily due to unfavorable volume/mix of 10% 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 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 wording

Adjusted EBITDA in Europe decreased $3.8 million, or 26.5%, to $10.7 million in the three months ended March 29, 2025, from $14.5 million in the three months ended March 30, 2024. The decrease was primarily due to unfavorable volume/mix and price/cost, partially offset by favorable productivity and lower selling, general and administrative expenses. The decrease in SG&A was primarily driven by lower salaries and benefits driven by a reduction in headcount and lower professional fees.

Previous 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.

Current wording

Corporate and unallocated costs decreased by $2.7 million, or 38.3%, to $4.3 million in the three months ended March 29, 2025, from $7.0 million in the three months ended March 30, 2024. The decrease in cost was primarily due to a reduction in non-transformational professional fees, corporate function expense savings in the current year and an increase in cash received on investment in real estate, partially offset by an insurance reimbursement received during the three months ended March 30, 2024.

Previous 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.

Current wording

As of March 29, 2025, we had total liquidity (a non-GAAP measure) of $499.4 million, consisting of $132.5 million in unrestricted cash, $366.9 million available for borrowing under the ABL Facility, compared to total liquidity of $566.7 million as of December 31, 2024. The decrease in total liquidity was primarily due to lower ABL borrowing base availability as well as a lower cash balance at March 29, 2025 compared to December 31, 2024.

Previous 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.

Current wording

As of March 29, 2025, our cash balances, including $0.7 million of restricted cash, consisted of $35.1 million in cash located in the U.S. and $98.1 million in cash located outside of the U.S. held by our non-U.S. subsidiaries.

Previous wording

We may, from time to time, seek to retire or purchase our outstanding debt through cash purchases and/or exchanges for equity or debt, in open market purchases, privately negotiated transactions or otherwise. Such repurchases or exchanges, if any, will be on such terms and at such prices as we may determine, and will depend on prevailing market conditions, our liquidity requirements, contractual restrictions and other factors. The amounts involved may be material.

Current wording

We may, from time to time, seek to retire or purchase our outstanding debt through cash purchases and/or exchanges for equity or debt, in open market purchases, privately negotiated transactions or otherwise. Such repurchases or exchanges, if there are any, will be on such terms and at such prices as we may determine, and will depend on prevailing market conditions, our liquidity requirements, contractual restrictions and other factors. The amounts involved may be material.

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 $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.

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 $2.1 million in the three months ended March 29, 2025. A 100-basis point increase in interest rates would have increased our interest expense by $2.0 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

In August 2023, we redeemed all $250.0 million of our 6.25% Senior Secured Notes and $200.0 million of our 4.63% Senior Notes. The Company recognized a pre-tax loss of $6.5 million on the redemption in year ended December 31, 2023, consisting of $3.9 million in call premium and $2.6 million in accelerated amortization of debt issuance costs.

Current wording

In August 2023, we redeemed all $250.0 million of our 6.25% Senior Secured Notes and $200.0 million of our 4.63% Senior Notes. The Company recognized a pre-tax loss of $6.5 million on the redemption in the year ended December 31, 2023, consisting of $3.9 million in call premium and $2.6 million in accelerated amortization of debt issuance costs.

Previous wording

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.

Current wording

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 and redeemed the remaining $200.0 million of our 4.63% Senior Notes in September 2024. The Company recognized a pre-tax loss of $0.5 million on the redemption resulting from accelerated amortization of debt issuance costs.

Previous wording

As of September 28, 2024, we were in compliance with the terms of all of our Credit Facilities and the indentures governing the Senior Notes.

Current wording

As of March 29, 2025, we were in compliance with the terms of all our Credit Facilities and the indentures governing the Senior Notes.

Previous wording

Our results have been and will continue to be impacted by substantial changes in our net interest expense throughout the periods presented and into the future. See Note 10 -Long-Term Debt of our consolidated financial statements for additional details.

Current wording

Our results have been and will continue to be impacted by substantial changes in our net interest expense throughout the periods presented and into the future. Refer to Note 10 -Long-Term Debt to our consolidated financial statements included in this Form 10-Q for more information.

Previous 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.

Current wording

Net cash used in operating activities increased $72.5 million to $83.5 million in the three months ended March 29, 2025, compared to $11.0 million in the three months ended March 30, 2024. The increase in net cash used in operating activities was primarily due to an unfavorable change in earnings of $162.4 million, inclusive of a $137.7 million non-cash goodwill impairment charge related to our North America reporting unit during the current quarter, and a $51.6 million decrease in net cash provided by our working capital accounts. The impact of accounts receivable, net of $40.5 million was unfavorable in the three months ended March 29, 2025, compared to the three months ended March 30, 2024, which was primarily due to timing of collections. The $46.1 million unfavorable impact from accounts payable is primarily due to decreased inventory purchases in North America and lower payables for professional expenses associated with a transformation consultant as compared to the prior year. The $35.1 million favorable impact of inventory is primarily due to a reduction in purchases of materials in North America.

Previous 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.

Current wording

Net cash provided by investing activities was $70.0 million in the three months ended March 29, 2025, compared to cash used in investing activities of $30.5 million in the three months ended March 30, 2024, primarily driven by $112.1 million proceeds related to the court-ordered divestiture of Towanda during the three months ended March 29, 2025, partially offset by an increase in capital expenditures of $7.2 million.

Previous 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.

Current wording

Net cash used in financing activities decreased $0.2 million to $6.6 million in the three months ended March 29, 2025, compared to $6.8 million in the three months ended March 30, 2024, primarily due to net debt payments and payments of debt extinguishment costs of $6.1 million in the three months ended March 29, 2025, compared to net debt payments and payments of debt extinguishment costs of $7.7 million in the three months ended March 30, 2024.

Previous wording

Our significant accounting policies are described in Note 1 - Summary of Significant Accounting Policies to the consolidated financial statements presented in our Form 10-K. Our critical accounting policies and estimates are described in Management’s Discussion and Analysis of Financial Condition and Results of Operations in the Form 10-K. Our significant and critical accounting policies have not changed significantly since our Form 10-K was filed.

Current wording

Our significant accounting policies are described in Note 1 - Summary of Significant Accounting Policies to the consolidated financial statements presented in our Form 10-K. Our critical accounting policies and estimates are described in Management’s Discussion and Analysis of Financial Condition and Results of Operations in the Form 10-K. Our significant and critical accounting policies have not changed significantly from those disclosed in our 2024 Form 10-K.
Rearranged current paragraphs (1)

Current report — wording carried from elsewhere

Item 2 - Management’s Discussion and Analysis of Financial Condition and Results of Operations
Rearranged previous paragraphs (4)

Previous report — wording carried elsewhere

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 report — wording carried elsewhere

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.

Previous report — wording carried elsewhere

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 report — wording carried elsewhere

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.