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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________________
FORM 10-Q
____________________________
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 30, 2024
or
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _____ to _____
Commission File Number: 001-38000
____________________________
JELD-WEN Holding, Inc.
(Exact name of registrant as specified in its charter)
____________________________
Delaware 93-1273278
(State or other jurisdiction of
incorporation or organization)
(I.R.S. Employer
Identification No.)
2645 Silver Crescent Drive
Charlotte, North Carolina 28273
(Address of principal executive offices, zip code)
(704) 378-5700
(Registrant’s telephone number, including area code)
____________________________

Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Common Stock (par value $0.01 per share)JELDNew York Stock Exchange

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes No
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes x No
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer  Accelerated filer 
    
Non-accelerated filer o  Smaller reporting company 
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes No
The registrant had 85,986,368 shares of Common Stock, par value $0.01 per share, outstanding as of May 3, 2024.




JELD-WEN HOLDING, Inc.
- Table of Contents –
Page No.
Part I - Financial Information
Item 1.Unaudited Financial Statements
Consolidated Statements of Operations
Consolidated Statements of Comprehensive Income (Loss)
Consolidated Balance Sheets
Consolidated Statements of Equity
Consolidated Statements of Cash Flows
Notes to Unaudited Consolidated Financial Statements
Note 1. Description of Company and Summary of Significant Accounting Policies
Note 2. Discontinued Operations
Note 3. Accounts Receivable
Note 4. Inventories
Note 5. Property and Equipment, Net
Note 6. Goodwill
Note 7. Intangible Assets, Net
Note 8. Accrued Expenses and Other Current Liabilities
Note 9. Warranty Liability
Note 10. Long-Term Debt
Note 11. Income Taxes
Note 12. Segment Information
Note 13. Capital Stock
Note 14. Earnings Per Share
Note 15. Stock Compensation
Note 16. Restructuring and Asset-Related Charges
Note 17. Held for Sale
Note 18. Other Income, Net
Note 19. Derivative Financial Instruments
Note 20. Fair Value of Financial Instruments
Note 21. Commitments and Contingencies
Note 22. Supplemental Cash Flow Information
Note 23. Subsequent Events
Item 2.Management’s Discussion and Analysis of Financial Condition and Results of Operations
Item 3.Quantitative and Qualitative Disclosures about Market Risk
Item 4.Controls and Procedures
Part II - Other Information
Item 1.Legal Proceedings
Item 1A.Risk Factors
Item 5.Other Information
Item 6.Exhibits
Signature


2

Glossary of Terms

When the following terms and abbreviations appear in the text of this report, they have the meanings indicated below:
Form 10-KAnnual Report on Form 10-K for the fiscal year ended December 31, 2023
ABL FacilityOur $500 million asset-based loan revolving credit facility, dated as of October 15, 2014 and as amended from time to time, with JWI (as hereinafter defined) and JELD-WEN of Canada, Ltd., as borrowers, the guarantors party thereto, a syndicate of lenders, and Wells Fargo Bank, N.A., as administrative agent
Adjusted EBITDA from continuing operations
A supplemental non-GAAP financial measure of operating performance not based on a standardized methodology prescribed by GAAP that we define as 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; goodwill impairment; 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; pension settlement charges; non-cash foreign exchange transaction/translation (gain) loss; and other special items.
ASCAccounting Standards Codification
ASUAccounting Standards Update
AUDAustralian Dollar
CAPCleanup Action Plan
CARES ActCoronavirus Aid, Relief, and Economic Security Act enacted on March 27, 2020
CEOChief Executive Officer
CFOChief Financial Officer
CharterAmended and Restated Certificate of Incorporation of JELD-WEN Holding, Inc.
CMIJWI d/b/a CraftMaster Manufacturing, Inc.
COAConsent Order and Agreement
CODMChief Operating Decision Maker, which is our Chief Executive Officer
Common StockThe 900,000,000 shares of common stock, par value $0.01 per share, authorized under our Charter
Core RevenuesNet revenue excluding the impact of foreign exchange, divestitures, and acquisitions completed in the last twelve months
Corporate Credit FacilitiesCollectively, our ABL Facility and our Term Loan Facility
COVID-19A novel strain of the 2019-nCov coronavirus
Credit FacilitiesCollectively, our Corporate Credit Facilities and other acquired term loans and revolving credit facilities
DKKDanish Kroner
ERCEmployee Retention Credit
ERPEnterprise Resource Planning
Exchange ActSecurities Exchange Act of 1934, as amended
FASBFinancial Accounting Standards Board
GAAPGenerally Accepted Accounting Principles in the United States
GILTIGlobal Intangible Low-Taxed Income
JELD-WEN
JELD-WEN Holding, Inc., together with its consolidated subsidiaries where the context requires
JWIJELD-WEN, Inc., a Delaware corporation
LIBORLondon Interbank Offered Rate
M&AMergers and acquisitions
MD&AManagement’s Discussion and Analysis of Financial Condition and Results of Operations
NAVNet asset value
NOLNet operating loss
PaDEPPennsylvania Department of Environmental Protection
3

PLPPotential Liability Party
Preferred Stock90,000,000 shares of Preferred Stock, par value $0.01 per share, authorized under our Charter
PSUPerformance Stock Unit
R&RRepair and Remodel
RSURestricted Stock Unit
SECU.S. Securities and Exchange Commission
Securities ActSecurities Act of 1933, as amended
Senior Notes$800.0 million of unsecured notes issued in December 2017 in a private placement in two tranches: $400.0 million bearing interest at 4.625% and maturing in December 2025 ($200.0 of which were redeemed in August 2023) and $400.0 million bearing interest at 4.875% and maturing in December 2027.
Senior Secured Notes$250.0 million of senior secured notes issued in May 2020 in a private placement bearing interest at 6.25% and redeemed in August 2023.
SOFRSecured Overnight Financing Rate
SG&ASelling, general, and administrative expenses
Tax ActTax Cuts and Jobs Act
Term Loan FacilityOur term loan facility, dated as of October 15, 2014, and as amended from time to time with JWI, as borrower, the guarantors party thereto, a syndicate of lenders, and Bank of America, N.A., as administrative agent
U.K.United Kingdom of Great Britain and Northern Ireland
U.S.United States of America
VPIJWI d/b/a VPI Quality Windows, Inc.
WADOEWashington State Department of Ecology
Working CapitalAccounts receivable plus inventory less accounts payable
4

CERTAIN TRADEMARKS, TRADE NAMES, AND SERVICE MARKS
    This report includes trademarks, trade names, and service marks owned by us. Our U.S. window and door trademarks include JELD-WEN®, AuraLast®, MiraTEC®, Extira®, LaCANTINA®, MMI Door®, Karona®, ImpactGard®, JW®, Aurora®, IWP®, True BLU®, ABSTM, Siteline®, National Door®, Low-Friction Glider®, Hydrolock®, VPITM, AURALINE®, FINISHIELD®, MILLENNIUM®, TRUFIT®, EPICVUE®, and EVELIN®. Our trademarks are either registered or have been used as common law trademarks by us. The trademarks we use outside the U.S. include the Swedoor®, Dooria®, DANA®, MattioviTM, Zargag® , Alupan®, Domoferm®, Kellpax®, and HSE™ marks in Europe. ENERGY STAR® is a registered trademark of the U.S. Environmental Protection Agency. This report contains additional trademarks, trade names, and service marks of others, which are, to our knowledge, the property of their respective owners. Solely for convenience, trademarks, trade names, and service marks referred to in this report appear without the ®, ™ symbols, but such references are not intended to indicate, in any way, that we will not assert, to the fullest extent under applicable law, our rights or the right of the applicable licensor to these trademarks, trade names, and service marks. We do not intend our use of other parties’ trademarks, trade names, or service marks to imply, and such use or display should not be construed to imply, a relationship with, or endorsement or sponsorship of us by, these other parties.
5

PART I - FINANCIAL INFORMATION
FORWARD-LOOKING STATEMENTS
    In addition to historical information, this Form 10-Q contains “forward-looking statements” within the meaning of Section 27A of the federal Securities Act and Section 21E of the Exchange Act, which are subject to the “safe harbor” created by those sections. All statements, other than statements of historical facts, included in this Form 10-Q are forward-looking statements. Forward-looking statements are generally identified by our use of forward-looking terminology, including the terms “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,” “potential,” “predict,” “seek,” or “should,” and, in each case, their negative or other various or comparable terminology. In particular, statements about the markets in which we operate, including growth of our various markets, and our expectations, beliefs, plans, strategies, objectives, prospects, assumptions, or future events or performance under Item 7 - Management’s Discussion and Analysis of Financial Condition and Results of Operations and Item 1- Business are forward-looking statements. In addition, statements regarding the potential outcome and impact of pending litigation are forward-looking statements.
    We have based these forward-looking statements on our current expectations, assumptions, estimates and projections. While we believe these expectations, assumptions, estimates, and projections are reasonable, such forward-looking statements are only predictions and involve known and unknown risks and uncertainties, many of which are beyond our control. These and other important factors, including those discussed under the headings Item 1A- Risk Factors in our Form 10-K and Item 1A – Risk Factors and Item 2- Management’s Discussion and Analysis of Financial Condition and Results of Operations in this Form 10-Q may cause our actual results, performance or achievements to differ materially from any future results, performance or achievements expressed or implied by these forward-looking statements. Some of the factors that could cause actual results to differ materially from those expressed or implied by the forward-looking statements include:
negative trends in overall business, financial market and economic conditions, and/or activity levels in our end markets;
increases in interest rates and reduced availability of financing for the purchase of new homes and home construction and improvements;
our highly competitive business environment;
failure to timely identify or effectively respond to consumer needs, expectations, or trends;
failure to successfully implement our strategic initiatives, including our productivity, cost reduction and global footprint rationalization initiatives;
disruptions in our operations due to natural disasters, public health issues, such as COVID-19, and armed conflicts, including the ongoing conflict between Russia and Ukraine and instabilities in the Middle East;
economic and geopolitical uncertainty and risks that arise from operating a multinational business;
acquisitions, divestitures, or investments in other businesses that may not be successful;
adverse outcome of pending or future litigation;
declines in our relationships with and/or consolidation of our key customers;
fluctuations in the prices of raw materials used to manufacture our products;
delays or interruptions in the delivery of raw materials or finished goods;
failure to retain and recruit executives, managers, and employees;
seasonal business with varying revenue and profit;
changes in weather patterns and related extreme weather conditions;
exchange rate fluctuations;
manufacturing realignments and cost savings programs resulting in a decrease in short-term earnings;
security breaches and other cybersecurity incidents;
increases in labor costs, potential labor disputes, and work stoppages at our facilities;
changes in building codes that could increase the cost of our products or lower the demand for our windows and doors;
compliance costs and liabilities under environmental, health, and safety laws and regulations;
6

lack of transparency, threat of fraud, public sector corruption, and other forms of criminal activity involving government officials;
product liability claims, product recalls, or warranty claims;
inability to protect our intellectual property;
pension plan obligations;
availability and cost of credit;
our current level of indebtedness and the effect of restrictive covenants under our existing or future indebtedness including our Credit Facilities, Senior Secured Notes, and Senior Notes; and
other risks and uncertainties, including those listed under Item 1A- Risk Factors in our Form 10-K and Item 1A- Risk Factors in this Form 10-Q.
    Given these risks and uncertainties, you are cautioned not to place undue reliance on such forward-looking statements. Any forward-looking statement in this Form 10-Q speaks only as of the date of this Form 10-Q. We do not undertake any obligation to update any of the forward-looking statements, except as required by law. We do not undertake any obligation to update or revise, or to publicly announce any update or revision to, any of the forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.
The forward-looking statements contained in this Form 10-Q are not guarantees of future performance and our actual results of operations, financial condition, and liquidity, and the development of the industry in which we operate, may differ materially from the forward-looking statements contained herein. In addition, even if our results of operations, financial condition, and liquidity, and events in the industry in which we operate, are consistent with the forward-looking statements contained in this Form 10-Q, they may not be predictive of results or developments in future periods.
Unless the context requires otherwise, references in this Form 10-Q to “we,” “us,” “our,” “the Company,” or “JELD-WEN” mean JELD-WEN Holding, Inc., together with our consolidated subsidiaries where the context requires, including our wholly owned subsidiary JWI.
7


Item 1 - Financial Statements

JELD-WEN HOLDING, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(unaudited)

Three Months Ended
(amounts in thousands, except share and per share data)March 30, 2024April 1, 2023
Net revenues$959,126 $1,080,522 
Cost of sales786,546 888,735 
Gross margin172,580 191,787 
Selling, general and administrative182,804 152,763 
Restructuring and asset-related charges (Note 16)
18,059 9,266 
Operating (loss) income(28,283)29,758 
Interest expense, net15,692 21,492 
Loss on extinguishment and refinancing of debt (Note 10)
1,449  
Other income, net (Note 18)
(14,263)(3,687)
(Loss) income from continuing operations before taxes(31,161)11,953 
Income tax (benefit) expense (Note 11)
(3,431)3,488 
(Loss) income from continuing operations, net of tax(27,730)8,465 
Income from discontinued operations, net of tax (Note 2)
 6,669 
Net (loss) income$(27,730)$15,134 
Weighted average common shares outstanding (Note 14):
Basic85,520,145 84,598,945 
Diluted85,520,145 85,149,088 
Net (loss) income per share from continuing operations
Basic$(0.32)$0.10 
Diluted$(0.32)$0.10 
Net income per share from discontinued operations
Basic$ $0.08 
Diluted$ $0.08 
Net (loss) income per share
Basic$(0.32)$0.18 
Diluted$(0.32)$0.18 

Net income per share may not sum due to rounding.












The accompanying notes are an integral part of these unaudited Consolidated Financial Statements.
8

JELD-WEN HOLDING, INC.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
(unaudited)

 Three Months Ended
(amounts in thousands)March 30, 2024April 1, 2023
Net (loss) income$(27,730)$15,134 
Other comprehensive (loss) income, net of tax:
Foreign currency translation adjustments, net of tax expense of $1,147 and $580, respectively
(18,298)8,173 
Interest rate hedge adjustments, net of tax expense (benefit) of $85 and $(1,049), respectively
252 (3,085)
Defined benefit pension plans, net of tax expense of $2 and $23, respectively
6 62 
Total other comprehensive (loss) income, net of tax(18,040)5,150 
Comprehensive (loss) income $(45,770)$20,284 








































The accompanying notes are an integral part of these unaudited Consolidated Financial Statements.
F-9

JELD-WEN HOLDING, INC.
CONSOLIDATED BALANCE SHEETS
(unaudited)
(amounts in thousands, except share and per share data)March 30, 2024December 31, 2023
ASSETS
Current assets
Cash and cash equivalents$234,452 $288,312 
Restricted cash758 835 
Accounts receivable, net (Note 3)
528,460 516,674 
Inventories (Note 4)
490,557 481,451 
Other current assets75,968 71,507 
Assets held for sale (Note 17)
138,867 135,563 
Total current assets1,469,062 1,494,342 
Property and equipment, net (Note 5)
647,418 644,242 
Deferred tax assets157,634 150,453 
Goodwill (Note 6)
382,780 390,170 
Intangible assets, net (Note 7)
107,701 123,910 
Operating lease assets, net 137,141 146,931 
Other assets32,030 30,077 
Total assets$2,933,766 $2,980,125 
LIABILITIES AND EQUITY
Current liabilities
Accounts payable$319,442 $269,322 
Accrued payroll and benefits 90,759 132,550 
Accrued expenses and other current liabilities (Note 8)
252,254 233,796 
Current maturities of long-term debt (Note 10)
35,248 36,177 
Liabilities held for sale (Note 17)
7,062 7,064 
Total current liabilities704,765 678,909 
Long-term debt (Note 10)
1,185,123 1,190,075 
Unfunded pension liability26,343 26,502 
Operating lease liability114,306 121,993 
Deferred credits and other liabilities85,913 104,831 
Deferred tax liabilities 5,766 7,170 
Total liabilities2,122,216 2,129,480 
Commitments and contingencies (Note 21)
Shareholders’ equity
Preferred Stock, par value $0.01 per share, 90,000,000 shares authorized; no shares issued and outstanding
  
Common Stock: 900,000,000 shares authorized, par value $0.01 per share, 85,901,543 and 85,309,220 shares issued and outstanding as of March 30, 2024 and December 31, 2023, respectively.
859 853 
Additional paid-in capital758,840 752,171 
Retained earnings165,201 192,931 
Accumulated other comprehensive loss(113,350)(95,310)
Total shareholders’ equity 811,550 850,645 
Total liabilities and shareholders’ equity$2,933,766 $2,980,125 









The accompanying notes are an integral part of these unaudited Consolidated Financial Statements.
F-10


JELD-WEN HOLDING, INC.
CONSOLIDATED STATEMENTS OF EQUITY
(unaudited)

Three Months Ended
March 30, 2024April 1, 2023
(amounts in thousands, except share and per share amounts)SharesAmountSharesAmount
Preferred stock, $0.01 par value per share
 $  $ 
Common stock, $0.01 par value per share
Balance at beginning of period85,309,220 $853 84,347,712 $843 
Shares issued for exercise/vesting of share-based compensation awards
613,331 7 604,028 7 
Shares surrendered for tax obligations for employee share-based transactions
(21,008)(1)(34,864)(1)
Balance at period end85,901,543 $859 84,916,876 $849 
Additional paid-in capital
Balance at beginning of period
$752,844 $735,526 
Shares issued for exercise/vesting of share-based compensation awards
2,012 — 
Shares surrendered for tax obligations for employee share-based transactions
(402)(462)
Amortization of share-based compensation
5,059 4,383 
Balance at period end
759,513 739,447 
Employee stock notes
Balance at beginning of period
(673)(673)
Net issuances, payments and accrued interest on notes
— — 
Balance at period end
(673)(673)
Balance at period end
$758,840 $738,774 
Retained earnings
Balance at beginning of period
$192,931 $130,486 
Net (loss) income(27,730)15,134 
Balance at period end
$165,201 $145,620 
Accumulated other comprehensive income (loss)
Balance at beginning of period
$(95,310)$(142,634)
Foreign currency adjustments(18,298)8,173 
Unrealized gain (loss) on interest rate hedges252 (3,085)
  Net actuarial pension gain6 62 
Balance at period end
$(113,350)$(137,484)
Total shareholders’ equity at period end$811,550 $747,759 










The accompanying notes are an integral part of these unaudited Consolidated Financial Statements
F-11

JELD-WEN HOLDING, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited)
Three Months Ended
(amounts in thousands)March 30, 2024April 1, 2023
OPERATING ACTIVITIES
Net income$(27,730)$15,134 
Adjustments to reconcile net income to cash provided by (used in) operating activities:
Depreciation and amortization41,429 32,790 
Deferred income taxes(7,395)(4,268)
Net gain on disposition of assets(2,865)(90)
Adjustment to carrying value of assets2,919 2,171 
Amortization of deferred financing costs434 786 
Loss on extinguishment and refinancing of debt787  
Loss on foreign currency translation adjustment related to the substantial liquidation of a foreign subsidiary4,290  
Stock-based compensation5,059 4,383 
Amortization of U.S. pension expense 125 
Recovery of cost from receipts on impaired notes(1,389)(1,394)
Other items, net(2,465)(4,345)
Net change in operating assets and liabilities:
Accounts receivable(17,599)(100,229)
Inventories(13,776)31,779 
Other assets(9,514)(1,775)
Accounts payable and accrued expenses22,910 27,572 
Change in short-term and long-term tax liabilities(6,093)(3,295)
Net cash used in operating activities(10,998)(656)
INVESTING ACTIVITIES
Purchases of property and equipment(31,210)(21,432)
Proceeds from sale of property and equipment3,266 398 
Purchase of intangible assets(3,502)(2,179)
Recovery of cost from receipts on impaired notes
1,389 1,394 
Cash received for notes receivable 5 
Cash received from insurance proceeds1,655 3,165 
Change in securities for deferred compensation plan(2,112)(383)
Net cash used in investing activities(30,514)(19,032)
FINANCING ACTIVITIES
Change in long-term debt and payments of debt extinguishment costs(7,710)341 
Common stock issued for exercise of options2,019 7 
Payments to tax authorities for employee share-based compensation(403)(447)
Payments related to the sale of JW Australia(714) 
Net cash used in financing activities(6,808)(99)
Effect of foreign currency exchange rates on cash(5,617)2,910 
Net (decrease) in cash and cash equivalents(53,937)(16,877)
Cash, cash equivalents and restricted cash, beginning289,147 220,868 
Cash, cash equivalents and restricted cash, ending$235,210 $203,991 
For further information see Note 22 - Supplemental Cash Flow.








The accompanying notes are an integral part of these unaudited Consolidated Financial Statements.
F-12

JELD-WEN HOLDING, INC.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
Note 1. Description of Company and Summary of Significant Accounting Policies
Nature of Business – JELD-WEN Holding, Inc., along with its subsidiaries, is a vertically integrated global manufacturer and distributor of windows, doors, and other building products that derives substantially all its revenues from the sale of its door and window products. Unless otherwise specified or the context otherwise requires, all references in these notes to “JELD-WEN,” “we,” “us,” “our,” or the “Company” are to JELD-WEN Holding, Inc. and its subsidiaries.
Our continuing operations include facilities located in the U.S., Canada, and Europe. Our products are marketed primarily under the JELD-WEN brand name in the U.S. and Canada and under JELD-WEN and a variety of acquired brand names in Europe.
Our revenues are affected by the level of new housing starts, residential and non-residential building construction, and repair and remodeling activity in each of our markets. Our sales typically follow seasonal new construction and repair and remodeling industry patterns. The peak season for home construction and remodeling in many of our markets generally corresponds with the second and third calendar quarters, and therefore, sales volume is typically higher during those quarters. Our first and fourth quarter sales volumes are generally lower due to reduced repair and remodeling activity and reduced activity in the building and construction industry as a result of colder and more inclement weather in certain areas of our geographic end markets.
Basis of Presentation – The accompanying unaudited consolidated financial statements as of March 30, 2024 and for the three months ended March 30, 2024 and April 1, 2023, respectively, have been prepared in accordance with GAAP for interim financial information and pursuant to the rules and regulations of the SEC. In the opinion of management, the unaudited consolidated financial statements have been prepared on the same basis as the audited financial statements and include all adjustments, consisting only of normal recurring adjustments, necessary for the fair statement of the Company’s financial position for the periods presented. The results for the three months ended March 30, 2024 are not necessarily indicative of the results to be expected for the year ending December 31, 2024, or any other period. The accompanying consolidated balance sheet as of December 31, 2023 was derived from audited financial statements included in our Annual Report on Form 10-K. The accompanying consolidated financial statements do not include all of the information and footnotes required by GAAP for annual financial statements. Accordingly, they should be read in conjunction with the audited financial statements and notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2023.
On April 17, 2023, we entered into a Share Sale Agreement with Aristotle Holding III Pty Limited, a subsidiary of Platinum Equity Advisors, LLC, to sell our Australasia business (“JW Australia”). On July 2, 2023, we completed the sale. The net assets and operations of the disposal group met the criteria to be classified as “discontinued operations” and are reported as such in all periods presented unless otherwise noted. The consolidated statements of cash flows include cash flows from discontinued operations through the divestiture date of July 2, 2023. See Note 2 - Discontinued Operations for further information.
All U.S. dollar and other currency amounts, except per share amounts, are presented in thousands unless otherwise noted.
Fiscal Year – We operate on a fiscal calendar year, and each interim quarter is comprised of two 4-week periods and one 5-week period, with each week ending on a Saturday. Our fiscal year always begins on January 1 and ends on December 31. As a result, our first and fourth quarters may have more or fewer days included than a traditional 91-day fiscal quarter.
Use of Estimates – The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates, assumptions, and allocations that affect amounts reported in the consolidated financial statements and related notes. Significant items that are subject to such estimates and assumptions include, but are not limited to, long-lived assets including goodwill and other intangible assets, employee benefit obligations, income tax uncertainties, contingent assets and liabilities, provisions for bad debt, inventory, warranty liabilities, legal claims, valuation of derivatives, environmental remediation, and claims relating to self-insurance. Actual results could differ due to the uncertainty inherent in the nature of these estimates.
CARES Act – In March 2020, the United States government enacted the CARES Act to provide certain relief as a result of the COVID-19 pandemic. The CARES Act provided for tax relief, along with other stimulus measures, including a provision for an ERC designed to encourage businesses to retain employees during the COVID-19 pandemic. We recorded a receivable for an ERC from the U.S. government of $6.1 million in other income, net in the fourth quarter of 2023. The balance is included in other current assets in the accompanying consolidated balance sheets as of March 30, 2024 and December 31, 2023, respectively.
F-13

Recent Accounting Standards Not Yet Adopted – In November 2023, the FASB issued ASU 2023-07, Improvements to Reportable Segment Disclosures. ASU 2023-07 requires disclosure of significant segment expenses that are regularly provided to the CODM and included within the segment measure of profit or loss, an amount and description of its composition for other segment items to reconcile to segment profit or loss, and the title and position of the entity’s CODM. ASU 2023-07 will be applied retrospectively and is effective for annual reporting periods in fiscal years beginning after December 15, 2023, and interim reporting periods in fiscal years beginning after December 31, 2024. We do not expect the guidance to have an impact on our financial positions and results of operations. We are currently evaluating the impact of this guidance on the Company’s disclosures.
In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. ASU 2023-09 expands disclosures in an entity’s income tax rate reconciliation table and regarding cash taxes paid both in the U.S. and foreign jurisdictions. The guidance is effective for annual periods beginning after December 15, 2024, with early adoption permitted, and should be applied either prospectively or retrospectively. We have not elected to early adopt this standard. We do not expect the guidance to have an impact on our financial positions and results of operations. We are currently evaluating the impact of this guidance on the Company’s disclosures.
We have considered the applicability and impact of all ASUs. We have assessed ASUs not listed above and have determined that they were either not applicable or were not expected to have a material impact on our financial statements.

Note 2. Discontinued Operations

On April 17, 2023, we entered into a Share Sale Agreement with Aristotle Holding III Pty Limited, a subsidiary of Platinum Equity Advisors, LLC, to sell our Australasia business (“JW Australia”), for a purchase price of approximately AUD $688 million. On July 2, 2023, we completed the sale, receiving net cash proceeds of approximately $446 million, including $3.3 million of cash received from the settlement of certain forward contracts.
We have classified the results of operations for the JW Australia reportable segment, together with certain costs related to the sale, as discontinued operations within the consolidated statements of operations for all periods presented.
Subsequent to the completion of the sale, we entered into an agreement to provide certain transition services to JW Australia, including providing information technology post-closing services, purchases under a supply agreement, and reimbursement for certain costs to upgrade specific IT systems up to a capped amount. As of March 30, 2024, we had a liability of $5.1 million relating to these matters, which was included in accrued expenses and other current liabilities in our consolidated balance sheet. As of December 31, 2023, our liability relating to these matters was $8.2 million, of which $6.1 million was included in accrued expenses and other current liabilities, and the remaining was included in deferred credits and other liabilities in the accompanying consolidated balance sheet.
Components of amounts reflected in the consolidated statements of operations related to discontinued operations for the three months ended April 1, 2023 were as follows:
Three Months Ended
(amounts in thousands)April 1, 2023
Net revenues$145,670 
Cost of sales105,389 
Gross margin40,281 
Selling, general and administrative32,745 
Restructuring and asset-related charges 
Operating income7,536 
Interest income, net(271)
Other income, net(1,386)
Income from discontinued operations before taxes9,193 
Income tax expense2,524 
Income from discontinued operations, net of tax$6,669 
The cash flows related to discontinued operations have not been segregated and are included in the consolidated statements of cash flows through the divestiture date of July 2, 2023. The following table presents cash flow and non-cash information related to discontinued operations:
F-14

Three Months Ended
(amounts in thousands)April 1, 2023
Depreciation and amortization$4,447 
Capital expenditures3,579 
Share-based incentive compensation259 
Provision for bad debt4,138 
Note 3. Accounts Receivable
We sell our manufactured products to a large number of customers, primarily in the residential housing construction and remodel sectors, broadly dispersed across many domestic and foreign geographic regions. We assess the credit risk relating to our accounts receivable based on quantitative and qualitative factors, including historical credit collections within each region where we have operations. We perform ongoing credit evaluations of our customers to minimize credit risk. We do not usually require collateral for accounts receivable, but do require advance payment, guarantees, a security interest in the products sold to a customer, and/or letters of credit in certain situations. Customer accounts receivable converted to notes receivable are collateralized by inventory or other collateral.
At March 30, 2024 and December 31, 2023, we had an allowance for credit losses of $10.1 million and $11.3 million, respectively. The decrease in the allowance for credit losses in the three months ended March 30, 2024 was primarily due to decreased sales and an improved portfolio of aged receivables.
Note 4. Inventories
Inventories are stated at the lower of cost or net realizable value. Finished goods and work-in-process inventories include material, labor, and manufacturing overhead costs.
(amounts in thousands)March 30, 2024December 31, 2023
Raw materials
$397,210 $404,360 
Work in process
20,876 21,141 
Finished goods
100,363 84,954 
Inventory valuation reserves(27,892)(29,004)
Total inventories$490,557 $481,451 
To conform with current period presentation, certain amounts in prior period information have been reclassified.

F-15

Note 5. Property and Equipment, Net
(amounts in thousands)March 30, 2024December 31, 2023
Property and equipment
$1,964,192 $1,966,371 
Accumulated depreciation
(1,316,774)(1,322,129)
Total property and equipment, net$647,418 $644,242 
We recorded accelerated depreciation of our plant and equipment of $2.2 million during the three months ended April 1, 2023 within restructuring and asset-related charges in the accompanying consolidated statements of operations. For more information, refer to Note 16 - Restructuring and Asset-Related Charges.
The effect on our carrying value of property and equipment due to currency translations for foreign property and equipment, net, was a decrease of $5.9 million as of March 30, 2024 compared to December 31, 2023, respectively.
Depreciation expense was recorded as follows:
Three Months Ended
(amounts in thousands)March 30, 2024April 1, 2023
Cost of sales
$19,998 $20,273 
Selling, general and administrative
1,121 1,645 
Total depreciation expense$21,119 $21,918 
Note 6. Goodwill
The following table summarizes the changes in goodwill by reportable segment:
(amounts in thousands)North
America
EuropeTotal
Reportable
Segments
Gross carrying amount at December 31, 2023$182,412 $268,512 $450,924 
Foreign currency translation(146)(8,838)(8,984)
Gross carrying amount at March 30, 2024
$182,266 259,674 441,940 
Accumulated impairment losses at December 31, 2023 (60,754)$(60,754)
Foreign currency translation 1,594 $1,594 
Accumulated impairment losses at March 30, 2024 (59,160)(59,160)
Balance, net of impairment at March 30, 2024$182,266 $200,514 $382,780 
Note 7. Intangible Assets, Net
The cost and accumulated amortization values of our intangible assets were as follows:
March 30, 2024
(amounts in thousands)CostAccumulated
Amortization
Net
Book Value
Customer relationships and agreements
$121,819 $(85,034)$36,785 
Software
67,256 (24,919)42,337 
Trademarks and trade names
31,802 (11,079)20,723 
Patents, licenses and rights
12,644 (4,788)7,856 
Total amortizable intangibles$233,521 $(125,820)$107,701 

F-16

December 31, 2023
(amounts in thousands)CostAccumulated
Amortization
Net
Book Value
Customer relationships and agreements$123,713 $(84,281)$39,432 
Software113,429 (58,424)55,005 
Trademarks and trade names32,148 (10,802)21,346 
Patents, licenses and rights12,666 (4,539)8,127 
Total amortizable intangibles$281,956 $(158,046)$123,910 
We recorded accelerated amortization of $14.1 million during the three months ended March 30, 2024 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. The expense was recorded within SG&A expense in the accompanying consolidated statements of operations.
The effect on our carrying value of intangible assets due to currency translations for foreign intangible assets was a decrease of $0.6 million as of March 30, 2024 compared to December 31, 2023.
Amortization expense was recorded as follows:
Three Months Ended
(amounts in thousands)March 30, 2024April 1, 2023
Amortization expense$18,916 $6,001 

Note 8. Accrued Expenses and Other Current Liabilities
(amounts in thousands)March 30, 2024December 31, 2023
Accrued sales and advertising rebates
$67,863 $82,732 
Current portion of operating lease liability33,215 32,477 
Non-income related taxes
25,492 20,072 
Current portion of warranty liability (Note 9)
22,201 22,819 
Accrued freight18,833 18,963 
Accrued expenses14,341 15,758 
Current portion of accrued claim costs relating to self-insurance programs14,096 14,079 
Current portion of restructuring accrual (Note 16)
12,442 3,375 
Current portion of uncertain tax positions (Note 11)
12,405  
Accrued income taxes payable9,041 9,252 
Accrued interest payable8,915 1,401 
Legal claims provision (Note 21)
6,576 2,683 
Deferred revenue and customer deposits5,002 7,189 
Current portion of derivative liability (Note 19)
1,832 2,996 
Total accrued expenses and other current liabilities$252,254 $233,796 
The accrued sales and advertising rebates, accrued interest payable, accrued freight, and non-income related taxes can fluctuate significantly period-over-period due to timing of payments.
Note 9. Warranty Liability
Warranty terms range from one year to lifetime on certain window and door components. Warranties are normally limited to servicing or replacing defective components for the original customer. Product defects arising within six months of sale are classified as manufacturing defects and are not included in the current period expense below. Some warranties are transferable to subsequent owners and are either limited to 10 years from the date of manufacture or require pro rata
F-17

payments from the customer. Estimated warranty costs based on historical experience are recorded as a provision at the time of sale. The provision is adjusted periodically to reflect actual experience.
An analysis of our warranty liability is as follows:
(amounts in thousands)March 30, 2024April 1, 2023
Balance as of January 1$53,247 $52,389 
Current period charges6,027 7,296 
Experience adjustments
394 539 
Payments
(6,760)(7,863)
Currency translation(330)112 
Balance at period end52,578 52,473 
Current portion
(22,201)(21,310)
Long-term portion
$30,377 $31,163 
The most significant component of our warranty liability was in the North America segment. As of March 30, 2024, the warranty liability in the North America segment totaled $46.3 million, after discounting future estimated cash flows at rates between 0.53% and 4.06%. Without discounting, the liability would have increased by approximately $3.8 million.
Note 10. Long-Term Debt
Our long-term debt, net of original issue discount and unamortized debt issuance costs, consisted of the following:
March 30, 2024March 30, 2024December 31, 2023
(amounts in thousands)Interest Rate
Senior Notes
4.63% - 4.88%
$600,000 $600,000 
Term Loan Facility
7.44%(1)
534,909 536,250 
Finance leases and other financing arrangements
1.00% - 8.95%(1)
69,802 74,460 
Mortgage notes
5.68% - 6.18%(1)
21,203 22,070 
Total Debt
1,225,914 1,232,780 
Unamortized debt issuance costs and original issue discounts(5,543)(6,528)
 Current maturities of long-term debt(35,248)(36,177)
Long-term debt$1,185,123 $1,190,075 
(1)Term Loan B, mortgage notes and certain finance leases and other financing arrangements are subject to variable interest rates.
Summaries of our significant changes to outstanding debt agreements as of March 30, 2024 are as follows:
Senior Secured Notes and Senior Notes
In December 2017, we issued $800.0 million of unsecured Senior Notes in two tranches: $400.0 million bearing interest at 4.63% and maturing in December 2025 (“4.63% Senior Notes”), and $400.0 million bearing interest at 4.88% and maturing in December 2027 in a private placement for resale to qualified institutional buyers pursuant to Rule 144A under the Securities Act.
In May 2020, we issued $250.0 million of Senior Secured Notes bearing interest at 6.25% and maturing in May 2025 (“6.25% Senior Secured Notes”) in a private placement for resale to qualified institutional buyers pursuant to Rule 144A under the Securities Act. The proceeds were net of fees and expenses associated with debt issuance, including an underwriting fee of 1.25%. Interest is payable semiannually, in arrears, each May and November.
On August 3, 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 third quarter of 2023, consisting of $3.9 million in call premium and $2.6 million in accelerated amortization of debt issuance costs.
Term Loan Facility
U.S. Facility - Initially executed in October 2014, we amended the Term Loan Facility in July 2021 to, among other things, extend the maturity date from December 2024 to July 2028 and provide additional covenant flexibility. Pursuant to the amendment, certain existing and new lenders advanced $550.0 million of replacement term loans, the proceeds of which were used to prepay in full the amount outstanding under the previously existing term loans. The replacement term loans
F-18

originally bore interest at LIBOR (subject to a floor of 0.00%) plus a margin of 2.00% to 2.25% depending on JWI’s corporate credit ratings. In addition, the amendment also modified certain other terms and provisions of the Term Loan Facility, and adds language to address the replacement of LIBOR with a SOFR basis upon the June 30, 2023 cessation of the publication of LIBOR. Voluntary prepayments of the replacement term loans are permitted at any time, in certain minimum principal amounts, but were subject to a 1.00% premium during the first six months. The amendment requires 0.25% of the initial principal to be repaid quarterly until maturity.
In June 2023, we amended the Term Loan Facility to replace LIBOR with a Term SOFR based rate as the successor benchmark rate and made certain other technical amendments and related conforming changes. All other material terms and conditions were unchanged.
In January 2024, we amended the Term Loan Facility to lower the applicable margin for replacement term loans, remove certain provisions no longer relevant to the parties, and make certain other technical amendments and related conforming changes. Pursuant to the amendment, replacement term loans bear interest at SOFR plus a margin of 1.75% to 2.00% depending on JWI’s corporate credit ratings, compared to a margin of 2.00% to 2.25% under the previous amendment. All other material terms and conditions of the Term Loan Agreement were unchanged. As a result of this amendment, we recognized debt extinguishment and refinancing costs of $1.4 million, which included $0.8 million of unamortized debt issuance costs and original discount fees.
As of March 30, 2024, the outstanding principal balance, net of original issue discount, was $534.2 million.
In May 2020, we entered into interest rate swap agreements with a weighted average fixed rate of 0.395% paid against one-month LIBOR floored at 0.00% with outstanding notional amounts aggregating to $370.0 million corresponding to that amount of the debt outstanding under our Term Loan Facility. In June 2023, the interest rate swap agreements were amended to convert to a SOFR basis on June 30, 2023, resulting in a weighted average fixed rate of 0.317% paid against one-month USD-SOFR CME Term floored at (0.10)%. The interest rate swap agreements were designated as cash flow hedges of a portion of the interest obligations on our Term Loan Facility borrowings and matured in December 2023. See Note 19 - Derivative Financial Instruments for additional information on our derivative assets and liabilities.
In February 2024, we entered into interest rate collar agreements with a cap rate of 4.50% paid against one-month USD-SOFR CME Term floored at 3.982% and 3.895% with outstanding notional amounts aggregating to $100.0 million corresponding to that amount of the debt outstanding under our Term Loan Facility. The interest rate collar agreements were designated as cash flow hedges of a portion of the interest obligations on our Term Loan Facility borrowings and mature in February 2026. See Note 19 - Derivative Financial Instruments for additional information on our derivative assets and liabilities.
Revolving Credit Facility
ABL Facility - Initially executed in 2014, extensions of credit under our ABL Facility are limited by a borrowing base calculated based on specified percentages of the value of eligible accounts receivable and inventory, subject to certain reserves and other adjustments. We pay a fee of 0.25% on the unused portion of the commitments. The ABL Facility has a minimum fixed charge coverage ratio that we are obligated to comply with under certain circumstances. The ABL Facility has various non-financial covenants, including restrictions on liens, indebtedness, dividends, customary representations and warranties, and customary events of defaults and remedies.
In July 2021, we amended the ABL Facility to, among other things, extend the maturity date from December 2022 to July 2026, increase the aggregate commitment to $500.0 million, provide additional covenant flexibility, conform certain terms and provisions to the Term Loan Facility, and amend the interest rate grid applicable to the loans thereunder by adding language to address the replacement of LIBOR with a SOFR basis upon the June 30, 2023 cessation of the publication of LIBOR. Pursuant to the amendment, the amount allocated to U.S. borrowers was increased to $465.0 million. The amount allocated to Canadian borrowers was maintained at $35.0 million. Borrowings under the ABL Facility bore, at the borrower’s option, interest at either a base rate plus a margin of 0.25% to 0.50% depending on excess availability or LIBOR (subject to a floor of 0.00%) plus a margin of 1.25% to 1.50% depending on excess availability. All other material terms and conditions were unchanged.
In June 2023, we amended the ABL Facility to replace LIBOR with a Term SOFR based rate as the successor benchmark rate and made certain other technical amendments and related conforming changes. All other material terms and conditions were unchanged.
As of March 30, 2024, we had no outstanding borrowings, $7.7 million in letters of credit and $425.6 million available under the ABL Facility.
Mortgage Notes – In December 2007, we entered into thirty-year mortgage notes secured by land and buildings in Denmark with principal payments which began in 2018. As of March 30, 2024, we had DKK 146.6 million ($21.2 million) outstanding under these notes.
F-19

Finance leases and other financing arrangements In addition to finance leases, we include insurance premium financing arrangements and loans secured by equipment in this category. As of March 30, 2024, we had $69.8 million outstanding in this category, with maturities ranging from 2024 to 2031.
As of March 30, 2024, we were in compliance with the terms of all of our Credit Facilities and the indentures governing the Senior Notes.
Note 11. Income Taxes
The effective income tax rate for continuing operations was 11.0% and 29.2% for the three months ended March 30, 2024 and April 1, 2023, respectively. In accordance with ASC 740-270, we recorded an income tax benefit of $3.4 million and income tax expense of $3.5 million from continuing operations in the three months ended March 30, 2024, and April 1, 2023, respectively. We applied our estimated annual effective tax rate to year-to-date income for includable entities during the respective periods. Our estimated annual effective tax rate for both years includes the impact of the tax on GILTI. Entities that are currently generating losses and for which there is a full valuation allowance are excluded from the worldwide effective tax rate calculation and are calculated separately.
The impact of significant discrete items is separately recognized in the quarter in which they occur. The tax expense for discrete items included in the tax provision for continuing operations for the three months ended March 30, 2024 was $2.6 million, compared to a tax expense of $1.0 million for the three months ended April 1, 2023. The discrete tax expense amounts for the three months ended March 30, 2024 comprised primarily of a net $2.0 million of tax expense due to changes in uncertain tax positions (“UTPs”) and a $0.4 million increase to the valuation allowance. The discrete tax expense amounts for the three months ended April 1, 2023 comprised primarily of $1.2 million of tax expense attributable to share-based compensation, partially offset by $0.2 million of tax benefit attributable to uncertain tax positions taken in the previous years.

Under ASC 740-10, we provide for uncertain tax positions and the related interest expense by adjusting unrecognized tax benefits and accrued interest accordingly. We recognize potential interest and penalties related to unrecognized tax benefits in income tax expense. As of March 30, 2024 and December 31, 2023, we had a liability for unrecognized tax benefits without regard to accrued interest of $37.2 million and $38.9 million, respectively. As of March 30, 2024, $12.4 million of our liability for unrecognized tax benefits without regard to accrued interest was included in accrued expenses and other current liabilities in the accompanying consolidated balance sheet.

As of March 30, 2024, the Company maintained a partial indefinite reinvestment assertion on its post- 2017 undistributed foreign earnings.
Note 12. Segment Information
We report our segment information in the same way management internally organizes the business to assess performance and make decisions regarding allocation of resources in accordance with ASC 280-10 - Segment Reporting. Management reviews net revenues and Adjusted EBITDA from continuing operations to evaluate segment performance and allocate resources. 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.
We have two reportable segments, organized and managed principally in geographic regions: North America and Europe. We report all other business activities in Corporate and unallocated costs. Factors considered in determining the two reportable segments include the nature of business activities, the management structure accountable directly to the CODM, the discrete financial information regularly reviewed by the CODM, and information presented to the Board of Directors and investors. No operating segments have been aggregated for our presentation of reportable segments.
F-20

The following tables set forth certain information relating to our segments’ operations:
(amounts in thousands)North
America
EuropeTotal Operating
Segments
Corporate
and
Unallocated
Costs
Total
Consolidated
Three Months Ended March 30, 2024
Total net revenues
$680,002 $279,798 $959,800 $ $959,800 
Intersegment net revenues
(8)(666)(674) (674)
Net revenues from external customers$679,994 $279,132 $959,126 $ $959,126 
Three Months Ended April 1, 2023
Total net revenues
$768,122 $312,621 $1,080,743 $ $1,080,743 
Intersegment net revenues
(89)(132)(221) (221)
Net revenues from external customers$768,033 $312,489 $1,080,522 $ $1,080,522 

F-21


Three Months Ended March 30, 2024
(amounts in thousands)North AmericaEuropeTotal Operating SegmentsCorporate and Unallocated CostsTotal Consolidated
Income (loss) from continuing operations, net of tax$16,285 $22 $16,307 $(44,037)$(27,730)
Income tax expense (benefit)7,432 2,858 10,290 (13,721)(3,431)
Depreciation and amortization(1)
17,991 7,493 25,484 15,945 41,429 
Interest expense, net702 344 1,046 14,646 15,692 
Special items:
Net legal and professional expenses and settlements795 253 1,048 16,142 17,190 
Restructuring and asset-related charges13,898 3,956 17,854 205 18,059 
M&A related costs42  42 1,083 1,125 
Net gain on sale of property and equipment(2,838)(27)(2,865) (2,865)
Loss on extinguishment and refinancing of debt   1,449 1,449 
Share-based compensation expense 1,218 547 1,765 3,294 5,059 
Non-cash foreign exchange transaction/translation loss (gain)34 (943)(909)(637)(1,546)
Other special items5,639  5,639 (1,362)4,277 
Adjusted EBITDA from continuing operations$61,198 $14,503 $75,701 $(6,993)$68,708 
(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.
Three Months Ended April 1, 2023
(amounts in thousands)North AmericaEuropeTotal Operating SegmentsCorporate and Unallocated CostsTotal Consolidated
Income (loss) from continuing operations, net of tax$35,249 $7,299 $42,548 $(34,083)$8,465 
Income tax expense (benefit)14,533 1,415 15,948 (12,460)3,488 
Depreciation and amortization17,798 7,433 25,231 3,112 28,343 
Interest expense, net2,834 128 2,962 18,530 21,492 
Special items:
Net legal and professional expenses and settlements 70 70 1,752 1,822 
Restructuring and asset-related charges7,812 1,267 9,079 187 9,266 
M&A related costs246  246 2,454 2,700 
Net loss (gain) on sale of property and equipment24 (105)(81) (81)
Share-based compensation expense 960 499 1,459 2,665 4,124 
Non-cash foreign exchange transaction/translation (gain) loss(185)(1,708)(1,893)278 (1,615)
Other special items(73)1,339 1,266 47 1,313 
Adjusted EBITDA from continuing operations$79,198 $17,637 $96,835 $(17,518)$79,317 
To conform with current period presentation, certain amounts in prior period information have been reclassified.

F-22

Reconciliations of income from continuing operations, net of tax to Adjusted EBITDA from continuing operations are as follows:
Three Months Ended
(amounts in thousands)March 30, 2024April 1, 2023
(Loss) income from continuing operations, net of tax$(27,730)$8,465 
Income tax (benefit) expense(3,431)3,488 
Depreciation and amortization(1)
41,429 28,343 
Interest expense, net15,692 21,492 
Special items:
Net legal and professional expenses and settlements(2)
17,190 1,822 
Restructuring and asset-related charges(3)
18,059 9,266 
M&A related costs(4)
1,125 2,700 
Net gain on sale of property and equipment(5)
(2,865)(81)
Loss on extinguishment and refinancing of debt(6)
1,449  
Share-based compensation expense(7)
5,059 4,124 
Non-cash foreign exchange transaction/translation gain(8)
(1,546)(1,615)
Other special items(9)
4,277 1,313 
Adjusted EBITDA from continuing operations$68,708 $79,317 
(1)Depreciation and amortization expense in the three months ended March 30, 2024 includes accelerated amortization of $14.1 million in Corporate and unallocated costs 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.
(2)Net legal and professional expenses and settlements include strategic transformation expenses, which are primarily third-party advisory fees, of $16.4 million and $1.4 million in the three months ended March 30, 2024 and April 1, 2023, respectively. The residual amounts primarily relate to litigation.
(3)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.
(4)M&A related costs consists primarily of legal and professional expenses related to the disposition of Towanda.
(5)Net gain on sale of property and equipment, primarily in Chile, in the three months ended March 30, 2024.
(6)Loss on extinguishment and refinancing of debt of $1.4 million associated with an amendment of our Term Loan Facility.
(7)Represents non-cash equity-based compensation expense related to the issuance of share-based awards.
(8)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.
(9)Other special items not core to ongoing business activity in the three months ended March 30, 2024 include 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.
To conform with current period presentation, certain amounts in prior period information have been reclassified.


Note 13. Capital Stock
Preferred Stock - Our Board of Directors is authorized to issue Preferred Stock from time to time in one or more series and with such rights, privileges, and preferences as the Board of Directors shall from time to time determine. We have not issued any shares of Preferred Stock.
Common Stock - Common Stock includes the basis of shares outstanding plus amounts recorded as additional paid-in capital. Shares outstanding exclude the shares issued to the Employee Benefit Trust that are considered similar to treasury shares and total 193,941 shares at both March 30, 2024 and December 31, 2023 with a total original issuance value of $12.4 million.
F-23

We record share repurchases on their trade date and reduce shareholders’ equity and increase accounts payable. Repurchased shares are retired, and the excess of the repurchase price over the par value of the shares is charged to retained earnings.
On July 27, 2021, our Board of Directors increased our previous repurchase authorization to a total of $400.0 million with no expiration date.
On July 28, 2022, our Board of Directors authorized a new share repurchase program, replacing our previous share repurchase authorization, with an aggregate value of $200.0 million and no expiration date. As of March 30, 2024, there have been no share repurchases under this program.
Note 14. Earnings Per Share
The basic and diluted income per share calculations were determined based on the following share data:
Three Months Ended
March 30, 2024April 1, 2023
Weighted average outstanding shares of Common Stock basic85,520,145 84,598,945 
Restricted stock units, performance share units and options to purchase Common Stock 550,143 
Weighted average outstanding shares of Common Stock diluted
85,520,145 85,149,088 
For the three months ended March 30, 2024, we had net losses from operations. As a result, no potentially dilutive securities were included in the denominator for computing diluted loss per share as their inclusion would have been antidilutive.
The following table provides the securities that could potentially dilute basic earnings per share in the future but were not included in the computation of diluted income per share as their inclusion would be anti-dilutive:
Three Months Ended
March 30, 2024April 1, 2023
Restricted stock units1,304,172 782,751 
Common Stock options1,230,888 1,669,638 
Performance share units355,467 192,940 

F-24

Note 15. Stock Compensation
The activity under our incentive plans for the periods presented are reflected in the following tables:
Three Months Ended
March 30, 2024April 1, 2023
SharesWeighted Average Exercise Price Per ShareSharesWeighted Average Exercise Price Per Share
Options granted365,412 $18.52 235,892 $13.29 
Options exercised143,180 $14.09  $ 
Options cancelled9,140 $