NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(In thousands, except per share amounts)
(Unaudited)
1. General
Unless this Form 10-Q indicates otherwise or the context otherwise requires, the terms “we,” “our,” “us,” “Mohawk,” or “the Company” as used in this Form 10-Q refer to Mohawk Industries, Inc.
Interim Reporting
The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with instructions to Form 10-Q and do not include all of the information and footnotes required by U.S. generally accepted accounting principles (“U.S. GAAP”) for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. These statements should be read in conjunction with the consolidated financial statements and notes thereto, and the Company’s description of critical accounting policies, included in the Company’s 2021 Annual Report on Form 10-K, as filed with the Securities and Exchange Commission. Results for interim periods are not necessarily indicative of the results for the year.
Hedges of Net Investments in Non-U.S. Operations
The Company has numerous investments outside the United States. The net assets of these subsidiaries are exposed to changes and volatility in currency exchange rates. The Company has in the past and might in the future use foreign currency denominated debt to hedge its non-U.S. net investments against adverse movements in exchange rates. In periods when the Company uses foreign currency denominated debt to hedge its non-U.S. net investments, the gains and losses on the Company’s net investments in its non-U.S. operations are economically offset by losses and gains on its foreign currency borrowings. Changes in the U.S. dollar value of the Company’s euro denominated debt are recorded in the foreign currency translation adjustment component of accumulated other comprehensive income or (loss). In June 2015, the Company designated its €500,000 2.00% Senior Notes borrowing as a net investment hedge of a portion of its European operations. On October 19, 2021, the Company redeemed at par the 2.00% Senior Notes, originally due on January 14, 2022, and paid the remaining €500,000 outstanding principal of the 2.00% Senior Notes, plus any unpaid interest, utilizing cash on hand. In connection with this repayment, the Company dedesignated its €500,000 2.00% Senior Notes borrowing as a net investment hedge of a portion of its European operations. For the nine months ended October 2, 2021, the change in the U.S. dollar value of the Company’s euro denominated debt was a decrease of $35,363 ($27,056 net of taxes).
Recent Accounting Pronouncements
In December 2019, the FASB issued ASU 2019-12, Simplifying the Accounting for Income Taxes which simplified the accounting for income taxes in several areas by removing certain exceptions and by clarifying and amending existing guidance applicable to accounting for income taxes. The Company adopted the new standard on January 1, 2021. The effect of adopting the new standard was not material.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
2. Acquisitions
2022 Acquisitions
On July 6, 2022, the Company completed its purchase of a Georgia-based manufacturer specializing in non-woven, needle-punch technology in the Flooring North America (“Flooring NA”) Segment for $146,409. The Company’s acquisition resulted in a preliminary goodwill allocation of $56,172, pending working capital adjustments, and intangible assets subject to amortization of $15,000. Approximately half of the goodwill is expected to be deductible for tax purposes. During the third quarter, the Company also completed an acquisition of a wood veneer plant in the Flooring Rest of the World (“Flooring ROW”) Segment for $13,806.
2021 Acquisitions
During the nine months ended October 2, 2021, the Company made acquisitions in the Flooring ROW Segment totaling $77,187, including the acquisition of an insulation manufacturer, on September 7, 2021 for $67,285. The Company’s acquisition resulted in a goodwill allocation of $31,319 and an intangible asset subject to amortization of $10,601. The goodwill is not expected to be deductible for tax purposes. The remaining acquisitions resulted in goodwill of $1,273 and intangible assets subject to amortization of $5,596.
3. Revenue from Contracts with Customers
Contract Liabilities
The Company records contract liabilities when it receives payment prior to fulfilling a performance obligation. Contract liabilities related to revenues are recorded in accounts payable and accrued expenses on the accompanying condensed consolidated balance sheets. The Company had contract liabilities of $72,860 and $65,744 as of October 1, 2022 and December 31, 2021, respectively.
Performance Obligations
Substantially all of the Company’s revenue is recognized at a point in time when the product is either shipped or received from the Company’s facilities and control of the product is transferred to the customer. Accordingly, in any period, the Company does not recognize a significant amount of revenue from performance obligations satisfied or partially satisfied in prior periods and the amount of such revenue recognized during the three and nine months ended October 1, 2022 and October 2, 2021 was immaterial.
Costs to Obtain a Contract
The Company incurs certain incremental costs to obtain revenue contracts. These costs relate to marketing display structures and are capitalized when the amortization period is greater than one year, with the amount recorded in other assets on the accompanying condensed consolidated balance sheets. Capitalized costs to obtain contracts were $60,457 and $49,644 as of October 1, 2022 and December 31, 2021, respectively. Straight-line amortization expense recognized during the nine months ended October 1, 2022 and October 2, 2021 related to these capitalized costs were $38,394 and $44,042, respectively.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
Revenue Disaggregation
The following table presents the Company’s segment revenues disaggregated by the geographical market location of customer sales and product categories for the three months ended October 1, 2022 and October 2, 2021:
| | | | | | | | | | | | | | | | | | | | | | | |
October 1, 2022 | Global Ceramic Segment | | Flooring NA Segment | | Flooring ROW Segment | | Total |
Geographical Markets | | | | | | | |
United States | $ | 614,460 | | | 1,056,596 | | | 3,784 | | | 1,674,840 | |
Europe | 201,217 | | | 2,079 | | | 495,291 | | | 698,587 | |
Russia | 113,195 | | | — | | | 49,001 | | | 162,196 | |
Other | 167,784 | | | 30,959 | | | 183,173 | | | 381,916 | |
| $ | 1,096,656 | | | 1,089,634 | | | 731,249 | | | 2,917,539 | |
| | | | | | | |
Product Categories | | | | | | | |
Ceramic & Stone | $ | 1,089,593 | | | 9,642 | | | — | | | 1,099,235 | |
Carpet & Resilient | 7,063 | | | 842,069 | | | 220,320 | | | 1,069,452 | |
Laminate & Wood | — | | | 237,923 | | | 235,461 | | | 473,384 | |
Other(1) | — | | | — | | | 275,468 | | | 275,468 | |
| $ | 1,096,656 | | | 1,089,634 | | | 731,249 | | | 2,917,539 | |
| | | | | | | | | | | | | | | | | | | | | | | | | |
October 2, 2021 | Global Ceramic Segment | | Flooring NA Segment | | Flooring ROW Segment | | | | Total |
Geographical Markets | | | | | | | | | |
United States | $ | 556,496 | | | 1,016,015 | | | 3,851 | | | | | 1,576,362 | |
Europe | 205,263 | | | 1,398 | | | 545,538 | | | | | 752,199 | |
Russia | 81,246 | | | 25 | | | 40,275 | | | | | 121,546 | |
Other | 155,439 | | | 33,015 | | | 178,456 | | | | | 366,910 | |
| $ | 998,444 | | | 1,050,453 | | | 768,120 | | | | | 2,817,017 | |
| | | | | | | | | |
Product Categories | | | | | | | | | |
Ceramic & Stone | $ | 993,864 | | | 9,079 | | | — | | | | | 1,002,943 | |
Carpet & Resilient | 4,580 | | | 834,581 | | | 231,825 | | | | | 1,070,986 | |
Laminate & Wood | — | | | 206,793 | | | 250,307 | | | | | 457,100 | |
Other(1) | — | | | — | | | 285,988 | | | | | 285,988 | |
| $ | 998,444 | | | 1,050,453 | | | 768,120 | | | | | 2,817,017 | |
(1) Other includes roofing elements, insulation boards, chipboards and IP contracts.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
The following table presents the Company’s segment revenues disaggregated by the geographical market location of customer sales and product categories for the nine months ended October 1, 2022 and October 2, 2021:
| | | | | | | | | | | | | | | | | | | | | | | |
October 1, 2022 | Global Ceramic Segment | | Flooring NA Segment | | Flooring ROW Segment | | Total |
Geographical Markets | | | | | | | |
United States | $ | 1,825,304 | | | 3,153,752 | | | 10,802 | | | 4,989,858 | |
Europe | 702,308 | | | 5,932 | | | 1,776,686 | | | 2,484,926 | |
Russia | 283,702 | | | 23 | | | 127,507 | | | 411,232 | |
Other | 508,668 | | | 101,375 | | | 590,331 | | | 1,200,374 | |
| $ | 3,319,982 | | | 3,261,082 | | | 2,505,326 | | | 9,086,390 | |
| | | | | | | |
Product Categories | | | | | | | |
Ceramic & Stone | $ | 3,302,446 | | | 28,685 | | | — | | | 3,331,131 | |
Carpet & Resilient | 17,536 | | | 2,547,184 | | | 709,148 | | | 3,273,868 | |
Laminate & Wood | — | | | 685,213 | | | 836,756 | | | 1,521,969 | |
Other (1) | — | | | — | | | 959,422 | | | 959,422 | |
| $ | 3,319,982 | | | 3,261,082 | | | 2,505,326 | | | 9,086,390 | |
| | | | | | | | | | | | | | | | | | | | | | | | | |
October 2, 2021 | Global Ceramic Segment | | Flooring NA Segment | | Flooring ROW Segment | | | | Total |
Geographical Markets | | | | | | | | | |
United States | $ | 1,659,106 | | | 3,000,077 | | | 8,191 | | | | | 4,667,374 | |
Europe | 658,829 | | | 1,977 | | | 1,702,522 | | | | | 2,363,328 | |
Russia | 222,226 | | | 75 | | | 105,395 | | | | | 327,696 | |
Other | 427,657 | | | 98,763 | | | 555,058 | | | | | 1,081,478 | |
| $ | 2,967,818 | | | 3,100,892 | | | 2,371,166 | | | | | 8,439,876 | |
| | | | | | | | | |
Product Categories | | | | | | | | | |
Ceramic & Stone | $ | 2,958,056 | | | 26,062 | | | — | | | | | 2,984,118 | |
Carpet & Resilient | 9,762 | | | 2,470,079 | | | 745,774 | | | | | 3,225,615 | |
Laminate & Wood | — | | | 604,751 | | | 776,690 | | | | | 1,381,441 | |
Other (1) | — | | | — | | | 848,702 | | | | | 848,702 | |
| $ | 2,967,818 | | | 3,100,892 | | | 2,371,166 | | | | | 8,439,876 | |
(1) Other includes roofing elements, insulation boards, chipboards and IP contracts.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
4. Restructuring, Acquisition and Integration-Related Costs
The Company incurs costs in connection with acquiring, integrating and restructuring acquisitions and in connection with its global cost-reduction/productivity initiatives. For example:
•In connection with acquisition activity, the Company typically incurs costs associated with executing the transactions, integrating the acquired operations (which may include expenditures for consulting and the integration of systems and processes), and restructuring the combined company (which may include charges related to employees, assets and activities that will not continue in the combined company); and
•In connection with the Company’s cost-reduction/productivity initiatives, it typically incurs costs and charges associated with site closings and other facility rationalization actions including accelerated depreciation (“Asset write-downs”) and workforce reductions.
Restructuring, acquisition transaction and integration-related costs consisted of the following during the three and nine months ended October 1, 2022 and October 2, 2021:
| | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended | | Nine Months Ended |
| October 1 2022 | | October 2 2021 | | October 1 2022 | | October 2 2021 |
Cost of sales | | | | | | | |
Restructuring costs | $ | 30,421 | | | 246 | | | 31,722 | | | 15,685 | |
| | | | | | | |
Acquisition integration-related costs | — | | | 306 | | | 349 | | | 349 | |
Restructuring and acquisition integration-related costs | $ | 30,421 | | | 552 | | | 32,071 | | | 16,034 | |
| | | | | | | |
Selling, general and administrative expenses | | | | | | | |
Restructuring costs | $ | 2,949 | | | (89) | | | 3,035 | | | 226 | |
Acquisition transaction-related costs | 481 | | | 184 | | | 1,508 | | | 1,928 | |
Acquisition integration-related costs | 687 | | | 426 | | | 1,741 | | | 849 | |
Restructuring, acquisition transaction and integration-related costs | $ | 4,117 | | | 521 | | | 6,284 | | | 3,003 | |
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
The restructuring activity for the three months ended October 1, 2022 is as follows:
| | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | Asset write-downs (gains on disposals) | | Severance | | | | Other restructuring costs | | Total |
Balances as of July 2, 2022 | | | $ | — | | | 430 | | | | | — | | | 430 | |
Restructuring costs | | | | | | | | | | | |
Global Ceramic Segment | | | — | | | 3,366 | | | | | — | | | 3,366 | |
Flooring NA Segment | | | 15,193 | | | 870 | | | | | 3,726 | | | 19,789 | |
Flooring ROW Segment | | | 5,805 | | | 2,611 | | | | | 1,799 | | | 10,215 | |
| | | | | | | | | | | |
Total restructuring costs | | | 20,998 | | | 6,847 | | | | | 5,525 | | | 33,370 | |
Cash payments | | | — | | | (1,739) | | | | | (5,401) | | | (7,140) | |
Non-cash items | | | (20,998) | | | (34) | | | | | (124) | | | (21,156) | |
Balances as of October 1, 2022 | | | $ | — | | | 5,504 | | | | | — | | | 5,504 | |
| | | | | | | | | | | |
Restructuring costs recorded in: | | | | | | | | | | | |
Cost of sales | | | $ | 20,998 | | | 3,924 | | | | | 5,499 | | | 30,421 | |
Selling, general and administrative expenses | | | — | | | 2,923 | | | | | 26 | | | 2,949 | |
Total restructuring costs | | | $ | 20,998 | | | 6,847 | | | | | 5,525 | | | 33,370 | |
The restructuring activity for the nine months ended October 1, 2022 is as follows:
| | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | Asset write-downs (gains on disposals) | | Severance | | | | Other restructuring costs | | Total |
Balances as of December 31, 2021 | | | $ | — | | | 1,634 | | | | | 995 | | | 2,629 | |
Restructuring costs | | | | | | | | | | | |
Global Ceramic Segment | | | — | | | 3,366 | | | | | — | | | 3,366 | |
Flooring NA Segment | | | 15,107 | | | 870 | | | | | 3,677 | | | 19,654 | |
Flooring ROW Segment | | | 5,805 | | | 2,611 | | | | | 3,321 | | | 11,737 | |
| | | | | | | | | | | |
Total restructuring costs | | | 20,912 | | | 6,847 | | | | | 6,998 | | | 34,757 | |
Cash payments | | | — | | | (2,918) | | | | | (7,119) | | | (10,037) | |
Non-cash items | | | (20,912) | | | (59) | | | | | (874) | | | (21,845) | |
Balances as of October 1, 2022 | | | $ | — | | | 5,504 | | | | | — | | | 5,504 | |
| | | | | | | | | | | |
Restructuring costs recorded in: | | | | | | | | | | | |
Cost of sales | | | $ | 20,912 | | | 3,924 | | | | | 6,886 | | | 31,722 | |
Selling, general and administrative expenses | | | — | | | 2,923 | | | | | 112 | | | 3,035 | |
Total restructuring costs | | | $ | 20,912 | | | 6,847 | | | | | 6,998 | | | 34,757 | |
The Company expects the remaining severance and other restructuring costs to be paid over the next 12 months.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
5. Fair Value
The Company’s wholly-owned captive insurance company may invest in the Company’s commercial paper. These short-term commercial paper investments are classified as trading securities and carried at fair value based upon the Level 2 fair value hierarchy.
Items Measured at Fair Value
The following table presents the items measured at fair value:
| | | | | | | | | | | | | |
| | At October 1, 2022 | | At December 31, 2021 | |
| | | | | |
| | | | | |
Short-term investments: | | | | | |
| | | | | |
Commercial paper (Level 2) | | $ | 110,000 | | | 323,000 | | |
The fair values and carrying values of the Company’s debt are disclosed in Note 18 - Debt.
6. Receivables, net
Receivables, net are as follows:
| | | | | | | | | | | |
| At October 1, 2022 | | At December 31, 2021 |
Customers, trade | $ | 1,899,479 | | | 1,721,584 | |
Income tax receivable | 27,241 | | | 73,727 | |
Other | 148,283 | | | 117,823 | |
| 2,075,003 | | | 1,913,134 | |
Less: allowance for discounts, claims and doubtful accounts | 71,742 | | | 73,149 | |
Receivables, net | $ | 2,003,261 | | | 1,839,985 | |
7. Inventories
The components of inventories are as follows:
| | | | | | | | | | | |
| At October 1, 2022 | | At December 31, 2021 |
Finished goods | $ | 2,025,754 | | | 1,677,707 | |
Work in process | 176,033 | | | 144,004 | |
Raw materials | 698,329 | | | 569,961 | |
Total inventories | $ | 2,900,116 | | | 2,391,672 | |
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
8. Goodwill and Intangible Assets
The Company performs its annual testing of goodwill and indefinite-lived intangibles in the fourth quarter of each year. Between annual testing dates, the Company monitors factors such as its market capitalization, comparable company market multiples and macroeconomic conditions to identify conditions that could impact the Company’s assumptions utilized in the determination of the estimated fair values of the Company’s reporting units and indefinite-lived intangible assets significantly enough to trigger an impairment.
The goodwill impairment tests are based on determining the fair value of the specified reporting units based on management judgements and assumptions using the discounted cash flows under the income approach classified in Level 3 of the fair value hierarchy and comparable company market valuation classified in Level 2 of the fair value hierarchy approaches. The Company has identified Global Ceramic, Flooring NA and Flooring ROW as its reporting units for the purposes of allocating goodwill and intangibles as well as assessing impairments. The valuation approaches are subject to key judgments and assumptions that are sensitive to change such as judgements and assumptions about appropriate sales growth rates, operating margins, weighted average cost of capital ("WACC") and comparable company market multiples.
As a result of a decrease in the Company’s market capitalization, comparable company market multiples, projected future cash flows and an increase in the WACC due to increases in the risk free rate and applicable risk premiums, the Company determined that a triggering event occurred requiring goodwill impairment testing for each of its reporting units as of October 1, 2022. The impairment test indicated a pre-tax, non-cash goodwill impairment charge related to the Global Ceramic reporting unit of $688,514 ($679,664 net of tax) which the Company recorded during the three months ended October 1, 2022. The Company concluded goodwill of its other reporting units was not impaired at October 1, 2022.
The Company compared the estimated fair values of its indefinite-lived intangibles to their carrying values and determined that there were impairments of $7,257 ($5,939 net of tax) in the Flooring ROW and Flooring NA reporting units during the three months ended October 1, 2022.
A significant or prolonged deterioration in economic conditions, continued increases in the costs of raw materials and energy combined with an inability to pass these costs on to customers, a further decline in the Company’s market capitalization or comparable company market multiples, projected future cash flows, or increases in the WACC, could impact the Company’s assumptions and require a reassessment of goodwill or indefinite-lived intangible assets for impairment in future periods. The excess of fair value over carrying value for the Flooring ROW reporting unit was approximately 20% and the excess of fair value over carrying value for the Flooring NA reporting unit was less than 5% as of October 1, 2022. Future declines in estimated after tax cash flows, increases in the WACC or a decline in market capitalization could result in an additional indication of impairment in one or more of the Company’s reporting units.
The components of goodwill and other intangible assets are as follows:
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
Goodwill:
| | | | | | | | | | | | | | | | | | | | | | | |
| Global Ceramic Segment | | Flooring NA Segment | | Flooring ROW Segment | | Total |
Balance as of December 31, 2021 | | | | | | | |
Goodwill | $ | 1,563,267 | | | 874,198 | | | 1,497,869 | | | 3,935,334 | |
Accumulated impairment losses | (531,930) | | | (343,054) | | | (452,441) | | | (1,327,425) | |
Balance as of December 31, 2021, net | 1,031,337 | | | 531,144 | | | 1,045,428 | | | 2,607,909 | |
| | | | | | | |
Goodwill adjustments related to acquisitions | — | | | — | | | (2,722) | | | (2,722) | |
Goodwill recognized during the period | — | | | 56,172 | | | — | | | 56,172 | |
Impairment charge during the period | (688,514) | | | — | | | — | | | (688,514) | |
Currency translation during the period | (2,355) | | | — | | | (142,522) | | | (144,877) | |
| | | | | | | |
Balance as of October 1, 2022 | | | | | | | |
Goodwill | 1,560,912 | | | 930,370 | | | 1,352,625 | | | 3,843,907 | |
Accumulated impairment losses | (1,220,444) | | | (343,054) | | | (452,441) | | | (2,015,939) | |
Balance as of October 1, 2022, net | $ | 340,468 | | | 587,316 | | | 900,184 | | | 1,827,968 | |
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
Intangible assets not subject to amortization:
| | | | | |
| Tradenames |
Balance as of December 31, 2021 | $ | 694,905 | |
| |
Impairment charge | (7,257) | |
Currency translation during the period | (40,987) | |
Balance as of October 1, 2022 | $ | 646,661 | |
Intangible assets subject to amortization:
| | | | | | | | | | | | | | | | | | | | | | | |
Gross carrying amounts: | Customer relationships | | Patents | | Other | | Total |
Balance as of December 31, 2021 | $ | 680,177 | | | 256,336 | | | 6,786 | | | 943,299 | |
Intangible assets acquired during the period | 13,064 | | | — | | | 1,900 | | | 14,964 | |
| | | | | | | |
Currency translation during the period | (65,593) | | | (34,607) | | | (868) | | | (101,068) | |
Balance as of October 1, 2022 | $ | 627,648 | | | 221,729 | | | 7,818 | | | 857,195 | |
| | | | | | | |
Accumulated amortization: | Customer relationships | | Patents | | Other | | Total |
Balance as of December 31, 2021 | $ | 483,748 | | | 252,414 | | | 2,062 | | | 738,224 | |
Amortization during the period | 20,277 | | | 468 | | | 172 | | | 20,917 | |
Currency translation during the period | (44,161) | | | (34,116) | | | (108) | | | (78,385) | |
Balance as of October 1, 2022 | $ | 459,864 | | | 218,766 | | | 2,126 | | | 680,756 | |
| | | | | | | |
Intangible assets subject to amortization, net as of October 1, 2022 | $ | 167,784 | | | 2,963 | | | 5,692 | | | 176,439 | |
| | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended | | Nine Months Ended |
| October 1, 2022 | | October 2, 2021 | | October 1, 2022 | | October 2, 2021 |
Amortization expense | $ | 6,918 | | | 7,247 | | | 20,917 | | | 22,081 | |
9. Accounts Payable and Accrued Expenses
Accounts payable and accrued expenses are as follows:
| | | | | | | | | | | |
| At October 1, 2022 | | At December 31, 2021 |
Outstanding checks in excess of cash | $ | 1,416 | | | 3,005 | |
Accounts payable, trade | 1,217,731 | | | 1,228,621 | |
Accrued expenses | 725,135 | | | 666,209 | |
Product warranties | 39,190 | | | 45,215 | |
Accrued interest | 13,945 | | | 17,940 | |
| | | |
| | | |
Accrued compensation and benefits | 258,680 | | | 256,428 | |
Total accounts payable and accrued expenses | $ | 2,256,097 | | | 2,217,418 | |
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
10. Accumulated Other Comprehensive Income (Loss)
The changes in accumulated other comprehensive income (loss) by component for the nine months ended October 1, 2022 are as follows:
| | | | | | | | | | | | | | | | | |
| Foreign currency translation adjustments | | Prior pension and post-retirement benefit service cost and actuarial gain (loss) | | Total |
Balance as of December 31, 2021 | $ | (959,199) | | | (7,753) | | | (966,952) | |
Current period other comprehensive income (loss) | (302,383) | | | 672 | | | (301,711) | |
| | | | | |
Balance as of October 1, 2022 | $ | (1,261,582) | | | (7,081) | | | (1,268,663) | |
11. Stock-Based Compensation
The Company recognizes compensation expense for all share-based payments granted based on the grant-date fair value estimated in accordance with the provisions of ASC 718-10. Compensation expense is recognized on a straight-line basis over the awards’ estimated lives for fixed awards with ratable vesting provisions.
The Company granted no restricted stock units (“RSUs”) for the three months ended October 1, 2022. The Company granted 189 RSUs at a weighted average grant-date fair value of $137.99 per unit for the nine months ended October 1, 2022. The Company granted 21 RSUs at a weighted average grant-date fair value of $189.91 per unit for the three months ended October 2, 2021. The Company granted 194 RSUs at a weighted average grant-date fair value of $176.73 per unit for the nine months ended October 2, 2021. The Company recognized stock-based compensation costs related to the issuance of RSUs of $6,179 ($4,572 net of taxes) and $7,425 ($5,494 net of taxes) for the three months ended October 1, 2022 and October 2, 2021, respectively, which has been allocated to cost of sales and selling, general and administrative expenses. The Company recognized stock-based compensation costs related to the issuance of RSUs of $17,488 ($12,941 net of taxes) and $19,411 ($14,364 net of taxes) for the nine months ended October 1, 2022 and October 2, 2021, respectively, which has been allocated to cost of sales and selling, general and administrative expenses. Pre-tax unrecognized compensation expense for unvested RSUs granted to employees, net of estimated forfeitures, was $23,868 as of October 1, 2022, and will be recognized as expense over a weighted-average period of approximately 1.68 years.
12. Other (Income) Expense, net
Other (income) expense, net is as follows:
| | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended | | Nine Months Ended |
| October 1, 2022 | | October 2, 2021 | | October 1, 2022 | | October 2, 2021 |
Foreign currency losses (gains), net | $ | 6,032 | | | 3,135 | | | 6,476 | | | 3,114 | |
| | | | | | | |
| | | | | | | |
Resolution of foreign non-income tax contingencies | — | | | — | | | — | | | (6,211) | |
Release of indemnification asset | — | | | — | | | 7,324 | | | — | |
| | | | | | | |
All other, net | (7,274) | | | (3,114) | | | (15,422) | | | (10,277) | |
Total other (income) expense, net | $ | (1,242) | | | 21 | | | (1,622) | | | (13,374) | |
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
13. Income Taxes
For the three months ended October 1, 2022, the Company recorded income tax expense of $15,569 on loss before income taxes of $518,144 for an effective tax rate of (3.0)%, as compared to an income tax expense of $73,821 on earnings before income taxes of $345,005, for an effective tax rate of 21.4% for the three months ended October 2, 2021. For the nine months ended October 1, 2022, the Company recorded income tax expense of $155,193 on earnings before income taxes of $147,424 for an effective tax rate of 105.3%, as compared to income tax expense of $205,756 on earnings before income taxes of $1,050,204, for an effective tax rate of 19.6% for the nine months ended October 2, 2021. The difference in the effective tax rates for the comparative periods was primarily impacted by the impairment of non-deductible goodwill and lower earnings in the three and nine months ended October 1, 2022.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
14. Stockholders’ Equity
The following tables reflect the changes in stockholders’ equity for the three months ended October 1, 2022 and October 2, 2021 (in thousands).
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Total Stockholders’ Equity |
| | Common Stock | Additional Paid-in Capital | Retained Earnings | Accumulated Other Comprehensive Income (Loss) | Treasury Stock | Nonredeemable Noncontrolling Interests | Total Stockholders’ Equity |
| Shares | Amount | Shares | Amount |
| | | | | | | | | | |
| | | | | | | | | | |
| | | | | | | | | | |
| | | | | | | | | | |
| | | | | | | | | | |
| | | | | | | | | | |
| | | | | | | | | | |
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| | | | | | | | | | |
| | | | | | | | | | |
| | | | | | | | | | |
| | | | | | | | | | |
| | | | | | | | | | |
| | | | | | | | | | |
| | | | | | | | | | |
July 2, 2022 | | 70,878 | | $709 | | $1,919,742 | | $7,910,657 | | ($1,014,999) | | (7,341) | | ($215,491) | | $6,320 | | $8,606,938 | |
Shares issued under employee and director stock plans | | — | | — | | (27) | | — | | — | | — | | — | | — | | (27) | |
Stock-based compensation expense | | — | | — | | 6,179 | | — | | — | | — | | — | | — | | 6,179 | |
| | | | | | | | | | |
Repurchases of common stock | | (3) | | — | | — | | (384) | | — | | — | | — | | — | | (384) | |
| | | | | | | | | | |
| | | | | | | | | | |
Net earnings attributable to noncontrolling interests | | — | | — | | — | | — | | — | | — | | — | | 256 | | 256 | |
Currency translation adjustment on noncontrolling interests | | — | | — | | — | | — | | — | | — | | — | | (273) | | (273) | |
Purchase of noncontrolling interest | | — | | — | | — | | — | | — | | — | | — | | 1 | | 1 | |
| | | | | | | | | | |
Currency translation adjustment | | — | | — | | — | | — | | (253,729) | | — | | — | | — | | (253,729) | |
Prior pension and post-retirement benefit service cost and actuarial gain | | — | | — | | — | | — | | 65 | | — | | — | | — | | 65 | |
| | | | | | | | | | |
Net loss | | — | | — | | — | | (533,969) | | — | | — | | — | | — | | (533,969) | |
October 1, 2022 | | 70,875 | | $709 | | $1,925,894 | | $7,376,304 | | ($1,268,663) | | (7,341) | | ($215,491) | | $6,304 | | $7,825,057 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Total Stockholders’ Equity |
| | Common Stock | Additional Paid-in Capital | Retained Earnings | Accumulated Other Comprehensive Income (Loss) | Treasury Stock | Nonredeemable Noncontrolling Interests | Total Stockholders’ Equity |
| Shares | Amount | Shares | Amount |
| | | | | | | | | | |
| | | | | | | | | | |
| | | | | | | | | | |
| | | | | | | | | | |
| | | | | | | | | | |
| | | | | | | | | | |
| | | | | | | | | | |
| | | | | | | | | | |
| | | | | | | | | | |
| | | | | | | | | | |
| | | | | | | | | | |
| | | | | | | | | | |
| | | | | | | | | | |
| | | | | | | | | | |
| | | | | | | | | | |
July 3, 2021 | | 76,372 | | $764 | | $1,895,612 | | $7,867,795 | | ($781,506) | | (7,343) | | ($215,547) | | $6,824 | | $8,773,942 | |
Shares issued under employee and director stock plans | | — | | — | | (59) | | — | | — | | — | | — | | — | | (59) | |
Stock-based compensation expense | | — | | — | | 7,425 | | — | | — | | — | | — | | — | | 7,425 | |
| | | | | | | | | | |
Repurchases of common stock | | (1,017) | | (10) | | — | | (208,823) | | — | | — | | — | | — | | (208,833) | |
| | | | | | | | | | |
| | | | | | | | | | |
Net earnings attributable to noncontrolling interests | | — | | — | | — | | — | | — | | — | | — | | 206 | | 206 | |
Currency translation adjustment on noncontrolling interests | | — | | — | | — | | — | | — | | — | | — | | (99) | | (99) | |
| | | | | | | | | | |
| | | | | | | | | | |
Currency translation adjustment | | — | | — | | — | | — | | (91,219) | | — | | — | | — | | (91,219) | |
Prior pension and post-retirement benefit service cost and actuarial gain | | — | | — | | — | | — | | 108 | | — | | — | | — | | 108 | |
| | | | | | | | | | |
Net earnings | | — | | — | | — | | 270,978 | | — | | — | | — | | — | | 270,978 | |
October 2, 2021 | | 75,355 | | $754 | | $1,902,978 | | $7,929,950 | | ($872,617) | | (7,343) | | ($215,547) | | $6,931 | | $8,752,449 | |
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
The following tables reflect the changes in stockholders’ equity for the nine months ended October 1, 2022 and October 2, 2021 (in thousands).
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Total Stockholders’ Equity |
| | Common Stock | Additional Paid-in Capital | Retained Earnings | Accumulated Other Comprehensive Income (Loss) | Treasury Stock | Noncontrolling Interest | Total Stockholders’ Equity |
| Shares | Amount | Shares | Amount |
| | | | | | | | | | |
December 31, 2021 | | 72,952 | | $729 | | $1,911,131 | | $7,692,064 | | ($966,952) | | (7,343) | | ($215,547) | | $6,791 | | $8,428,216 | |
Shares issued under employee and director stock plans | | 107 | | 1 | | (3,297) | | — | | — | | 2 | | 56 | | — | | (3,240) | |
Stock-based compensation expense | | — | | — | | 17,488 | | — | | — | | — | | — | | — | | 17,488 | |
| | | | | | | | | | |
Repurchases of common stock | | (2,184) | | (21) | | — | | (307,551) | | — | | — | | — | | — | | (307,572) | |
| | | | | | | | | | |
| | | | | | | | | | |
Net earnings attributable to noncontrolling interests | | — | | — | | — | | — | | — | | — | | — | | 440 | | 440 | |
Currency translation adjustment on noncontrolling interests | | — | | — | | — | | — | | — | | — | | — | | (1) | | (1) | |
Purchase of noncontrolling interest | | — | | — | | 572 | | — | | — | | — | | — | | (926) | | (354) | |
| | | | | | | | | | |
Currency translation adjustment | | — | | — | | — | | — | | (302,383) | | — | | — | | — | | (302,383) | |
Prior pension and post-retirement benefit service cost and actuarial gain | | — | | — | | — | | — | | 672 | | — | | — | | — | | 672 | |
| | | | | | | | | | |
Net loss | | — | | — | | — | | (8,209) | | — | | — | | — | | — | | (8,209) | |
October 1, 2022 | | 70,875 | | $709 | | $1,925,894 | | $7,376,304 | | ($1,268,663) | | (7,341) | | ($215,491) | | $6,304 | | $7,825,057 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Total Stockholders’ Equity |
| | Common Stock | Additional Paid-in Capital | Retained Earnings | Accumulated Other Comprehensive Income (Loss) | Treasury Stock | Noncontrolling Interest | Total Stockholders’ Equity |
| Shares | Amount | Shares | Amount |
| | | | | | | | | | |
December 31, 2020 | | 77,624 | | $776 | | $1,885,142 | | $7,559,191 | | ($695,145) | | (7,346) | | ($215,648) | | $6,842 | | $8,541,158 | |
Shares issued under employee and director stock plans | | 115 | | 1 | | (1,575) | | — | | — | | 3 | | 101 | | — | | (1,473) | |
Stock-based compensation expense | | — | | — | | 19,411 | | — | | — | | — | | — | | — | | 19,411 | |
| | | | | | | | | | |
Repurchases of common stock | | (2,384) | | (23) | | — | | (473,311) | | — | | — | | — | | — | | (473,334) | |
| | | | | | | | | | |
| | | | | | | | | | |
Net earnings attributable to noncontrolling interests | | — | | — | | — | | — | | — | | — | | — | | 378 | | 378 | |
Currency translation adjustment on noncontrolling interests | | — | | — | | — | | — | | — | | — | | — | | (289) | | (289) | |
| | | | | | | | | | |
| | | | | | | | | | |
Currency translation adjustment | | — | | — | | | — | | (177,788) | | — | | — | | — | | (177,788) | |
Prior pension and post-retirement benefit service cost and actuarial gain | | — | | — | | — | | — | | 316 | | — | | — | | — | | 316 | |
| | | | | | | | | | |
Net earnings | | — | | — | | — | | 844,070 | | — | | — | | — | | — | | 844,070 | |
October 2, 2021 | | 75,355 | | $754 | | $1,902,978 | | $7,929,950 | | ($872,617) | | (7,343) | | ($215,547) | | $6,931 | | $8,752,449 | |
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
15. (Loss) Earnings Per Share
Basic (loss) earnings per common share is computed by dividing net (loss) earnings available to common stockholders by the weighted average number of common shares outstanding during each period. Diluted (loss) earnings per common share assumes the exercise of outstanding stock options and the vesting of RSUs using the treasury stock method when the effects of such assumptions are dilutive. A reconciliation of net (loss) earnings attributable to Mohawk Industries, Inc. and weighted-average common shares outstanding for purposes of calculating basic and diluted (loss) earnings per share is as follows:
| | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended | | Nine Months Ended |
| October 1, 2022 | | October 2, 2021 | | October 1, 2022 | | October 2, 2021 |
Net (loss) earnings attributable to Mohawk Industries, Inc. | $ | (533,969) | | | 270,978 | | | (8,209) | | | 844,070 | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
Weighted-average common shares outstanding-basic and diluted: | | | | | | | |
Weighted-average common shares outstanding—basic | 63,534 | | | 68,541 | | | 63,923 | | | 69,389 | |
Add weighted-average dilutive potential common shares—options to purchase common shares and RSUs, net (1) | — | | | 323 | | | — | | | 294 | |
Weighted-average common shares outstanding-diluted | 63,534 | | | 68,864 | | | 63,923 | | | 69,683 | |
| | | | | | | |
(Loss) earnings per share attributable to Mohawk Industries, Inc. | | | | | | | |
Basic | $ | (8.40) | | | 3.95 | | | (0.13) | | | 12.16 | |
Diluted | $ | (8.40) | | | 3.93 | | | (0.13) | | | 12.11 | |
(1) Due to the anti-dilutive effect resulting from the reported net loss, 257 and 246 of potentially dilutive securities were omitted from the calculation of weighted-average common shares outstanding for the three and nine months ended October 1, 2022, respectively.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
16. Segment Reporting
The Company has three reporting segments: the Global Ceramic Segment, the Flooring North America (“Flooring NA”) Segment and the Flooring Rest of the World (“Flooring ROW”) Segment. The Global Ceramic Segment designs, manufactures, sources and markets a broad line of ceramic tile, porcelain tile, natural stone, porcelain slabs, quartz countertops and other products, which it distributes primarily in North America, Europe, South America and Russia through its network of regional distribution centers and Company-operated service centers using Company-operated trucks, common carriers or rail transportation. The Segment’s product lines are sold through Company-operated service centers, independent distributors, home center retailers, tile and flooring retailers and contractors. The Flooring NA Segment designs, manufactures, sources and markets its floor covering product lines, including carpets, rugs, carpet pad, laminate, resilient (includes sheet vinyl and luxury vinyl tile (“LVT”)) and wood flooring, which it distributes through its network of regional distribution centers and satellite warehouses using Company-operated trucks, common carriers or rail transportation. The Segment’s product lines are sold through various selling channels, including independent floor covering retailers, distributors, home centers, mass merchandisers, department stores, shop at home, buying groups, commercial contractors and commercial end users. The Flooring ROW Segment designs, manufactures, sources, licenses and markets laminate, sheet vinyl, LVT, wood flooring, roofing panels, insulation boards, medium-density fiberboard (“MDF”), chipboards and other wood products, which it distributes primarily in Europe, Australia, New Zealand and Russia through various selling channels, which include retailers, Company-operated distributors, independent distributors and home centers.
The accounting policies for each operating segment are consistent with the Company’s policies for the consolidated financial statements. Amounts disclosed for each segment are prior to any elimination or consolidation entries. Corporate general and administrative expenses attributable to each segment are estimated and allocated accordingly. Segment performance is evaluated based on operating income.
Segment information is as follows:
| | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended | | Nine Months Ended |
| October 1, 2022 | | October 2, 2021 | | October 1, 2022 | | October 2, 2021 |
Net sales: | | | | | | | |
Global Ceramic Segment | $ | 1,096,656 | | | 998,444 | | | 3,319,982 | | | 2,967,818 | |
Flooring NA Segment | 1,089,634 | | | 1,050,453 | | | 3,261,082 | | | 3,100,892 | |
Flooring ROW Segment | 731,249 | | | 768,120 | | | 2,505,326 | | | 2,371,166 | |
| | | | | | | |
Total | $ | 2,917,539 | | | 2,817,017 | | | 9,086,390 | | | 8,439,876 | |
| | | | | | | |
Operating (loss) income: | | | | | | | |
Global Ceramic Segment | $ | (559,706) | | | 118,896 | | | (305,099) | | | 343,135 | |
Flooring NA Segment | 64,672 | | | 118,625 | | | 260,026 | | | 315,866 | |
Flooring ROW Segment | 45,508 | | | 133,595 | | | 304,265 | | | 456,787 | |
Corporate and intersegment eliminations | (56,063) | | | (11,142) | | | (76,053) | | | (33,875) | |
Total | $ | (505,589) | | | 359,974 | | | 183,139 | | | 1,081,913 | |
| | | | | | | | | | | |
| At October 1, 2022 | | At December 31, 2021 |
Assets: | | | |
Global Ceramic Segment | $ | 4,866,822 | | | 5,160,776 | |
Flooring NA Segment | 4,490,502 | | | 4,125,960 | |
Flooring ROW Segment | 4,036,675 | | | 4,361,741 | |
Corporate and intersegment eliminations | 407,035 | | | 576,040 | |
Total | $ | 13,801,034 | | | 14,224,517 | |
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
17. Commitments and Contingencies
The Company is involved in various lawsuits, claims, investigations and other legal matters from time to time in the regular course of its business. Except as noted below, there are no material legal proceedings pending or known by the Company to be contemplated to which the Company is a party or to which any of its property is subject.
Perfluorinated Compounds (“PFCs”) Litigation
In September 2016, the Water Works and Sewer Board of the City of Gadsden, Alabama (the “Gadsden Water Board”) filed an individual complaint in the Circuit Court of Etowah County, Alabama against certain manufacturers, suppliers, and users of chemicals containing specific PFCs, including the Company. In May 2017, the Water Works and Sewer Board of the Town of Centre, Alabama (the “Centre Water Board”) filed a similar complaint in the Circuit Court of Cherokee County, Alabama. The Gadsden Water Board and the Centre Water Board both seek monetary damages and injunctive relief claiming that their water supplies contain excessive amounts of PFCs. Certain defendants, including the Company, filed dispositive motions in each case arguing that the Alabama state courts lack personal jurisdiction over them. These motions were denied. In June and September 2018, certain defendants, including the Company, petitioned the Alabama Supreme Court for Writs of Mandamus directing each lower court to enter an order granting the defendants’ dispositive motions on personal jurisdiction grounds. The Alabama Supreme Court denied the petitions on December 20, 2019. Certain defendants, including the Company, filed an Application for Rehearing with the Alabama Supreme Court asking the court to reconsider its December 2019 decision. The Alabama Supreme Court denied the application for rehearing. On August 21, 2020, certain defendants, including the Company, petitioned the Supreme Court of the United States for review of the matter. On January 19, 2021, the Supreme Court denied the defendants’ petition for review. On October 14, 2022, the Gadsden Water Board settled its claims against Mohawk Industries, Inc. and Mohawk Carpet, LLC. The case filed by the Centre Water Board remains pending.
In December 2019, the City of Rome, Georgia (“Rome”) filed a complaint in the Superior Court of Floyd County, Georgia that is similar to the Gadsden Water Board and Centre Water Board complaints, again seeking monetary damages and injunctive relief related to PFCs. Also in December 2019, Jarrod Johnson filed a putative class action in the Superior Court of Floyd County, Georgia purporting to represent all water subscribers with the Rome (Georgia) Water and Sewer Division and/or the Floyd County (Georgia) Water Department and seeking to recover, among other things, damages in the form of alleged increased rates and surcharges incurred by ratepayers for the costs associated with eliminating certain PFCs from their drinking water. In January 2020, defendant 3M Company removed the class action to federal court. The Company filed motions to dismiss in both of these cases. On December 17, 2020, the Superior Court of Floyd County denied the Company’s motion to dismiss in the Rome case. On September 20, 2021, the Northern District of Georgia denied the Company’s motion to dismiss in the class action.
The Company denies all liability in these matters and intends to defend all pending matters vigorously.
Putative Securities Class Action
On January 3, 2020, the Company and certain of its executive officers were named as defendants in a putative shareholder class action lawsuit filed in the United States District Court for the Northern District of Georgia (the “Securities Class Action”). The complaint alleges that defendants violated the Securities Exchange Act of 1934 and Rule 10b-5 promulgated thereunder by making materially false and misleading statements and that the officers are control persons under Section 20(a) of the Securities Exchange Act of 1934. The complaint is filed on behalf of shareholders who purchased shares of the Company’s common stock between April 28, 2017 and July 25, 2019 (“Class Period”). On June 29, 2020, an amended complaint was filed in the Securities Class Action against Mohawk and its CEO Jeff Lorberbaum, based on the same claims and the same Class Period. The amended complaint alleges that the Company (1) engaged in fabricating revenues by attempting delivery to customers that were closed and recognizing these attempts as sales; (2) overproduced product to report higher operating margins and maintained significant inventory that was not salable; and (3) valued certain inventory improperly or improperly delivered inventory with knowledge that it was defective and customers would return it. On October 27, 2020, defendants filed a motion to dismiss the amended complaint. On September 29, 2021, the court issued an order granting in part and denying the defendants’ motion to dismiss the amended complaint. Defendants filed an answer to the amended complaint on November 12, 2021, and fact discovery is ongoing. On January 26, 2022, Lead Plaintiff moved for class certification, to appoint itself as class representative, and for appointment of class counsel. The Company intends to vigorously defend against the claims.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
Government Subpoenas
As previously disclosed, on June 25, 2020, the Company received subpoenas issued by the U.S. Attorney’s Office for the Northern District of Georgia (the “USAO”) and the U.S. Securities and Exchange Commission (the “SEC”) relating to matters similar to the allegations of wrongdoing raised by the Securities Class Action. The Company’s Audit Committee, with the assistance of outside legal counsel, conducted a thorough internal investigation into these allegations. The Audit Committee has completed the investigation and concluded that the allegations of wrongdoing are without merit. The USAO and SEC investigations are ongoing, and the Company is cooperating fully with those authorities. The Company will continue to vigorously defend against the allegations of wrongdoing in the Securities Class Action and does not believe they have merit.
Delaware State Court Action
The Company and certain of its present and former executive officers were named as defendants in a putative state securities class action lawsuit filed in the Superior Court of the State of Delaware on January 30, 2020. The complaint alleges that defendants violated Sections 11 and 12 of the Securities Act of 1933. The complaint is filed on behalf of shareholders who purchased shares of the Company’s common stock in Mohawk Industries Retirement Plan 1 and Mohawk Industries Retirement Plan 2 between April 27, 2017 and July 25, 2019. On March 27, 2020, the court granted a temporary stay of the litigation. The stay may be lifted at the close of fact discovery in the related Securities Class Action pending in the United States District Court for the Northern District of Georgia according to the terms set forth in the court’s order to stay litigation. The Company intends to vigorously defend against the claims.
Georgia State Court Investor Actions
The Company and certain of its present and former executive officers were named as defendants in certain investor actions, filed in the State Court of Fulton County of the State of Georgia on April 22, 2021, April 23, 2021, and May 11, 2022. Five complaints brought on behalf of purported former Mohawk stockholders each allege that defendants defrauded the respective plaintiffs through false or misleading statements and thereby induced plaintiffs to purchase Company stock at artificially inflated prices. The allegations are similar to those of the Securities Class Action pending in the United States District Court for the Northern District of Georgia. The claims alleged include fraud, negligent misrepresentation, violations of the Georgia Securities Act, and violations of the Georgia Racketeering and Corrupt Organizations statute. Plaintiffs in the investor actions seek compensatory and punitive damages. On June 28, 2021, defendants filed motions to dismiss each of the four complaints filed in April 2021 and answers to the same. On October 5, 2021, all four investor actions filed in April 2021 were transferred by the State Court of Fulton County to the Metro Atlanta Business Case Division, where fact discovery is ongoing. On January 28, 2022, the Court granted in part and denied in part the motions to dismiss the four actions filed in April 2021, dismissing the Georgia Securities Act claims as to all defendants, and the negligent misrepresentation claim as to the Company.
On May 19, 2022, the parties in the last-filed action filed a joint motion to transfer the investor action initiated on May 11, 2022 to the Metro Atlanta Business Case Division where the other four actions were and are pending. On August 2, 2022, this motion was granted and the last-filed investor action initiated on May 11, 2022 was transferred to the Metro Atlanta Business Case Division. On September 1, 2022, defendants in the last-filed investor action filed motions to dismiss the complaint filed on May 2022 and answers to the same. The Company intends to vigorously defend against the claims in these actions.
Federal Investor Actions
The Company and certain of its present and former executive officers were named as defendants in three additional non-class action lawsuits filed in the United States District Court for the Northern District of Georgia on June 22, 2021, March 25, 2022, and April 26, 2022 (collectively, “Federal Investor Actions”), respectively. Each complaint is brought on behalf of one or more purported former Mohawk stockholders and alleges that defendants defrauded the plaintiffs through false or misleading statements and thereby induced plaintiffs to purchase Company stock at artificially inflated prices. The allegations are similar to those of the Securities Class Action. The federal law claims alleged include violations of Sections 10(b) and 18 of the Securities Exchange Act of 1934 and Rule 10b-5 promulgated thereunder by making materially false and misleading statements and that the officers are control persons under Section 20(a) of the Securities Exchange Act of 1934. The state law claims alleged include fraud, negligent misrepresentation, violations of the Georgia Securities Act, and violations of the Georgia Racketeering and Corrupt Organizations statute. Plaintiffs in the lawsuits seek compensatory and punitive damages and attorneys’ fees.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
On December 13, 2021, defendants filed motions to dismiss the June 22, 2021 complaint, which motions are fully briefed and remain pending. On July 6, 2022, defendants filed motions to dismiss the March 25, 2022 complaint, which motions are fully briefed and remain pending. On July 27, 2022, defendants filed motions to dismiss the April 26, 2022 complaint. These motions are anticipated to be fully briefed in November 2022. On August 9, 2022, defendants filed a motion to consolidate all three Federal Investor Actions for pre-trial purposes, which motion is fully briefed and remains pending. The Company intends to vigorously defend against the claims asserted in the Federal Investor Actions.
Derivative Actions
The Company and certain of its executive officers and directors were named as defendants in certain derivative actions filed in the United States District Court for the Northern District of Georgia on May 18, 2020 and August 6, 2020, respectively (the “NDGA Derivative Actions”), in the Superior Court of Gordon County of the State of Georgia on March 3, 2021 and July 12, 2021 (the “Georgia Derivative Actions”), and in the Delaware Court of Chancery on March 10, 2022 (the “Delaware Derivative Action”). The complaints allege that defendants breached their fiduciary duties to the Company by causing the Company to issue materially false and misleading statements. The complaints are filed on behalf of the Company and seek to remedy fiduciary duty breaches occurring from April 28, 2017 to July 25, 2019. On July 20, 2020, the court in the NDGA Derivative Actions granted a temporary stay of the litigation. On October 21, 2020, the court entered an order consolidating the NDGA Derivative Actions and appointing Lead Counsel. Other shareholders of record jointly moved to intervene in the derivative actions to stay the proceedings. On September 28, 2021, the court in the NDGA Derivative Actions issued an order granting the request to intervene. On April 8, 2021, the court in the first-filed of the Georgia Derivative Actions granted a temporary stay of the litigation. On January 18, 2022, the Court in the NDGA Derivative Actions lifted the temporary stay of the litigation. On January 20, 2022, the court in the second-filed of the Georgia Derivative Actions entered an order on scheduling requiring defendants to file and serve their response to the complaint on February 21, 2022. On February 28, 2022, the court granted a stay of the Georgia Derivative Actions until the entry of a final judgment in the NDGA Derivative Actions and stipulating that the prevailing party in the NDGA Derivative Actions would be the prevailing party in the Georgia Derivative Actions. On April 6, 2022, the court granted a stay of the Delaware Derivative Action until the entry of a final judgment in the NDGA Derivative Actions and stipulating that the prevailing party in the NDGA Derivative Actions would be the prevailing party in the Delaware Derivative Action. The Company intends to vigorously defend against the claims.
Belgian Tax Matter
The Company has been in a dispute with the Belgian Tax Authority (the “BTA”) regarding the proper tax treatment of the royalty income arising from intellectual property (“IP”) owned by a Luxembourg subsidiary, Flooring Industries Limited Sarl (“FIL”). The BTA had assessed Unilin BV for the calendar years ending December 2005 through 2010 in an amount totaling €223,321 (including penalties but excluding interest), alleging that Unilin BV inappropriately transferred valuable IP to FIL and income associated with that IP should be taxed in Belgium. Unilin BV challenged all of these assessments and prevailed both in the Court of First Appeal in Bruges and in the Ghent Court of Appeal. In 2021, the BTA indicated it will not appeal these cases to the Supreme Court and has withdrawn all of the assessments for 2005 through 2010. Consequently, all of those tax years are now closed.
Having lost under its original theory, the BTA is in the process of initiating new assessments for later years against FIL rather than Unilin BV. The BTA now alleges that FIL had a taxable presence in Belgium and should be taxed on royalties received in respect of its IP. The BTA issued initial assessments in December 2020 and June 2021 that totaled €371,696 (including penalties but excluding interest) for calendar years ending December 2013 through 2018. However, in November and December of 2021, the BTA cancelled these assessments and in April 2022 issued new assessments that total €186,734 (including penalties but excluding interest) for those years using different calculations. The Company expects an additional assessment for 2019. Under the statute of limitations, the BTA may not assess FIL for any years prior to 2013, and the Company believes that FIL’s statute of limitations is closed for 2013 through 2016, although this will be a point of contention with the BTA. These assessments involve the same underlying facts at issue in the above referenced cases where Unilin BV prevailed at two different levels. Consequently, the Company believes that its tax position in Belgium was correct and will persist with its vigorous defense.
When the BTA issues tax assessments, Belgian tax law requires assurances that the taxes can be paid even while they are being disputed. Consequently, the BTA has placed liens on various properties of Unilin BV to support the original assessments discussed above. Since those assessments have been nullified by the courts, the accompanying liens have been withdrawn. Since FIL does not have property in Belgium, the BTA may require assurances from FIL to support the new assessments for 2013 through 2019. These assurances may take the form of a bond or bank guarantees.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
General
The Company believes that adequate provisions for resolution of all contingencies, claims and pending litigation have been made for probable losses that are reasonably estimable. These contingencies are subject to significant uncertainties and the Company is unable to estimate the amount or range of loss, if any, in excess of amounts accrued. The Company does not believe that the ultimate outcome of these actions will have a material adverse effect on its financial condition but could have a material adverse effect on its results of operations, cash flows or liquidity in a given quarter or year.
The Company is subject to various federal, state, local and foreign environmental health and safety laws and regulations, including those governing air emissions, wastewater discharges, the use, storage, treatment, recycling and disposal of solid and hazardous materials and finished product, and the cleanup of contamination associated therewith. Because of the nature of the Company’s business, the Company has incurred, and will continue to incur, costs relating to compliance with such laws and regulations. The Company is involved in various proceedings relating to environmental matters and is currently engaged in environmental investigation, remediation and post-closure care programs at certain sites. The Company has provided accruals for such activities that it has determined to be both probable and reasonably estimable. The Company does not expect that the ultimate liability with respect to such activities will have a material adverse effect on its financial condition but acknowledges that it could have a material adverse effect on its results of operations, cash flows or liquidity in a given quarter or year.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
18. Debt
Senior Credit Facility
On August 12, 2022, the Company entered into a fourth amendment (the “Amendment”) to its existing senior revolving credit facility (the “Senior Credit Facility”). The Amendment, among other things, (i) extended the maturity of the Senior Credit Facility from October 18, 2024 to August 12, 2027, (ii) renewed the Company’s option to extend the maturity of the Senior Credit Facility up to two times for an additional one-year period each, (iii) increased the Consolidated Interest Coverage Ratio financial maintenance covenant from 3.00:1.00 to 3.50:1.00, (iv) eliminated certain covenants applicable to the Company and its subsidiaries, including, but not limited to, restrictions on dispositions, restricted payments, and transactions with affiliates, and the Consolidated Net Leverage Ratio financial covenant, and (v) increased the amount available under the Senior Credit Facility to $1,950,000 until October 18, 2024, after which the amount available under the Senior Credit Facility will decrease to $1,485,000. The Amendment also permits the Company to increase the commitments under the Senior Credit Facility by an aggregate amount not to exceed $600,000.
At the Company’s election, U.S.-dollar denominated revolving loans under the Senior Credit Facility bear interest at annual rates equal to either (a) SOFR (plus a 0.10% SOFR adjustment) for 1, 3 or 6 month periods, as selected by the Company, plus an applicable margin ranging between 1.00% and 1.75% (1.00% as of October 1, 2022), or (b) the Base Rate (defined as the higher of the Wells Fargo Bank, National Association prime rate, the Federal Funds Effective Rate plus 0.5%, or SOFR (plus a 0.10% SOFR adjustment) for a 1 month period rate plus 1.0%), plus an applicable margin ranging between 0.00% and 0.75% (0.00% as of October 1, 2022). At the Company’s election, revolving loans under the Senior Credit Facility denominated in Canadian Dollars, Australian Dollars, Hong Kong Dollars or Euros bear interest at annual rates equal to either (a) the applicable benchmark for such currency plus an applicable margin ranging between 1.00% and 1.75% (1.00% as of October 1, 2022), or (b) the Base Rate plus an applicable margin ranging between 0.00% and 0.75% (0.00% as of October 1, 2022). The Company also pays a commitment fee to the lenders under the Senior Credit Facility on the average amount by which the aggregate commitments of the lenders exceed utilization of the Senior Credit Facility ranging from 0.09% to 0.20% per annum (0.09% as of October 1, 2022). The applicable margins and the commitment fee are determined based on whichever of the Company’s Consolidated Net Leverage Ratio or its senior unsecured debt rating (or if not available, corporate family rating) results in the lower applicable margins and commitment fee (with applicable margins and the commitment fee increasing as that ratio increases or those ratings decline, as applicable). On October 28, 2021, the Company amended the Senior Credit Facility to replace LIBOR for euros with the EURIBOR benchmark rate.
The obligations of the Company and its subsidiaries in respect of the Senior Credit Facility are unsecured.
The Senior Credit Facility includes certain affirmative and negative covenants that impose restrictions on the Company’s financial and business operations, including limitations on liens, subsidiary indebtedness, fundamental changes, future negative pledges, and changes in the nature of the Company’s business. The limitations contain customary exceptions or, in certain cases, do not apply as long as the Company is in compliance with the financial ratio requirement and is not otherwise in default. The Senior Credit Facility originally required the Company to maintain a Consolidated Interest Coverage Ratio of at least 3.00 to 1.00 and a Consolidated Net Leverage Ratio of no more than 3.75 to 1.00, each as of the last day of any fiscal quarter. However, on May 7, 2020 the Company amended the Senior Credit Facility to temporarily increase the minimum Consolidated Net Leverage Ratio to 4.75 to 1.00 and to increase the amount of certain adjustments to Net Income that are permitted to calculate the ratio. The relief provided by the amendment was in effect for the fiscal quarters ending on September 26, 2020 through (and including) the fiscal quarter ending December 31, 2021. As described above, the Consolidated Net Leverage Ratio financial covenant was eliminated on August 12, 2022.
The Senior Credit Facility also contains customary representations and warranties and events of default, subject to customary grace periods.
In 2022, the Company paid financing costs of $1,621 in connection with the Amendment of its Senior Credit Facility. These costs were deferred and, along with previously unamortized costs of $2,663 are being amortized over the term of the Senior Credit Facility.
As of October 1, 2022, amounts utilized under the Senior Credit Facility included zero borrowings and $17,958 of standby letters of credit related to various insurance contracts and foreign vendor commitments. Any outstanding borrowings under the Company’s U.S. and European commercial paper programs reduce the availability of the Senior Credit Facility. Including commercial paper borrowings, the Company has utilized $949,958 under the Senior Credit Facility resulting in a total of $1,000,042 available as of October 1, 2022.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
Commercial Paper
On February 28, 2014 and July 31, 2015, the Company established programs for the issuance of unsecured commercial paper in the United States and Eurozone capital markets, respectively. Commercial paper issued under the U.S. and European programs will have maturities ranging up to 397 and 183 days, respectively. None of the commercial paper notes may be voluntarily prepaid or redeemed by the Company and all rank pari passu with all of the Company’s other unsecured and unsubordinated indebtedness. To the extent that the Company issues European commercial paper notes through a subsidiary of the Company, the notes will be fully and unconditionally guaranteed by the Company.
The Company uses its Senior Credit Facility as a liquidity backstop for its commercial paper programs. The total amount outstanding under all of the Company’s commercial paper programs may not exceed $1,800,000 at any time.
The proceeds from the issuance of commercial paper notes will be available for general corporate purposes. As of October 1, 2022, there were $932,000 outstanding under the U.S. commercial paper program, and zero under the European program. The weighted-average interest rate and maturity period for the U.S. program were 3.35% and 19.3 days, respectively.
Senior Notes
On June 12, 2020, Mohawk Capital Finance S.A. (“Mohawk Finance”), an indirect wholly-owned finance subsidiary of the Company, completed the issuance and sale of €500,000 aggregate principal amount of 1.750% Senior Notes (“1.750% Senior Notes”) due June 12, 2027. The 1.750% Senior Notes are senior unsecured obligations of Mohawk Finance and rank pari passu with all of Mohawk Finance’s other existing and future senior unsecured indebtedness. The 1.750% Senior Notes are fully, unconditionally and irrevocably guaranteed by the Company on a senior unsecured basis. Interest on the 1.750% Senior Notes is payable annually in cash on June 12 of each year, commencing on June 12, 2021. The Company paid financing costs of $4,400 in connection with the 1.750% Senior Notes. These costs were deferred and are being amortized over the term of the 1.750% Senior Notes.
On May 14, 2020, the Company completed the issuance and sale of $500,000 aggregate principal amount of 3.625% Senior Notes (“3.625% Senior Notes”) due May 15, 2030. The 3.625% Senior Notes are senior unsecured obligations of the Company and rank pari passu with all of the Company’s existing and future unsecured indebtedness. Interest on the 3.625% Senior Notes is payable semi-annually in cash on May 15 and November 15 of each year, commencing on November 15, 2020. The Company paid financing costs of $5,476 in connection with the 3.625% Senior Notes. These costs were deferred and are being amortized over the term of the 3.625% Senior Notes.
On January 31, 2013, the Company issued $600,000 aggregate principal amount of 3.85% Senior Notes (“3.85% Senior Notes”) due February 1, 2023. The 3.85% Senior Notes are senior unsecured obligations of the Company and rank pari passu with all of the Company’s existing and future unsecured indebtedness. Interest on the 3.85% Senior Notes is payable semi-annually in cash on February 1 and August 1 of each year. The Company paid financing costs of $6,000 in connection with the 3.85% Senior Notes. These costs were deferred and are being amortized over the term of the 3.85% Senior Notes. On September 15, 2022, the Company gave notice that it will redeem at par all of the 3.85% Senior Notes on November 1, 2022.
As defined in the related agreements, the Company’s senior notes contain covenants, representations and warranties and events of default, subject to exceptions, and restrictions on the Company’s financial and business operations, including limitations on liens, restrictions on entering into sale and leaseback transactions, fundamental changes, and a provision allowing the holder of the notes to require repayment upon a change of control triggering event.
Term Loan
On August 12, 2022, the Company and its indirect wholly-owned subsidiary, Mohawk International Holdings S.à r.l. (“Mohawk International”), entered into an agreement that provides for a delayed draw term loan facility (the “Term Loan Facility”), consisting of borrowings of up to $575,000 and €220,000. Subsequent to the quarter end, an additional $100,000 of borrowing capacity was added to the Term Loan Facility on October 3, 2022. The Term Loan Facility may be borrowed in up to two advances on any business day on or before December 31, 2022, and the proceeds of the Term Loan Facility may be used for funding working capital and general corporate purposes of the Company. The principal amount of the Term Loan Facility must be repaid by the maturity date of August 12, 2024. The Company may prepay all or a portion of the Term Loan Facility from time to time, without premium or penalty plus accrued and unpaid interest.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
At the Company’s election, U.S. dollar-denominated loans under the Term Loan Facility will bear interest at an annual rate equal to either (a) SOFR (plus a 0.10% SOFR adjustment) for 1, 3 or 6 month periods, as selected by the Company, plus an applicable margin ranging between 0.825% and 1.50%, determined based upon the Company’s consolidated net leverage ratio, or (b) the base rate (defined as the higher of the Wells Fargo Bank, National Association prime rate, the Federal Funds Effective Rate plus 0.5%, and SOFR (plus a 0.10% SOFR adjustment) for a 1 month period plus 1.0%) plus an applicable margin ranging between 0.00% and 0.50%, determined based upon the Company’s consolidated net leverage ratio. Euro-denominated loans under the Term Loan Facility will bear interest at an annual rate equal to EURIBOR for 1, 3 or 6 month periods, as selected by the Company, plus an applicable margin ranging between 0.825% and 1.500%, determined based upon the Company’s consolidated net leverage ratio.
The obligations of the Company and its subsidiaries in respect of the Term Loan Facility are unsecured.
The Term Loan Facility includes certain affirmative and negative covenants that impose restrictions on the Company’s financial and business operations, including limitations on liens, indebtedness, fundamental changes, and changes in the nature of the Company’s business. Many of these limitations are subject to numerous exceptions. The Company is also required to maintain a Consolidated Interest Coverage Ratio of at least 3.5 to 1.0 as of the last day of any fiscal quarter.
The Term Loan Facility also contains customary representations and warranties.
The Term Loan Facility contains events of default customary for this type of financing, including a cross default and cross acceleration provision to certain other material indebtedness of the Company. Upon the occurrence of an event of default, the outstanding obligations under the Term Loan Facility may be accelerated and become due and payable immediately. In addition, if certain change of control events occur with respect to the Company, the Company is required to repay the loans outstanding under the Term Loan Facility.
The fair values and carrying values of the Company’s debt instruments are detailed as follows:
| | | | | | | | | | | | | | | | | | | | | | | |
| At October 1, 2022 | | At December 31, 2021 |
| Fair Value | | Carrying Value | | Fair Value | | Carrying Value |
1.750% Senior Notes, payable June 12, 2027; interest payable annually | $ | 428,550 | | | 490,052 | | | 601,037 | | | 566,380 | |
3.625% Senior Notes, payable May 15, 2030; interest payable semi-annually | 416,750 | | | 500,000 | | | 538,545 | | | 500,000 | |
3.85% Senior Notes, payable February 1, 2023; interest payable semi-annually | 597,966 | | | 600,000 | | | 615,630 | | | 600,000 | |
| | | | | | | |
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U.S. commercial paper | 932,000 | | | 932,000 | | | 598,000 | | | 598,000 | |
European commercial paper | — | | | — | | | 15,859 | | | 15,859 | |
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Finance leases and other | 47,081 | | | 47,081 | | | 53,163 | | | 53,163 | |
Unamortized debt issuance costs | (7,010) | | | (7,010) | | | (8,617) | | | (8,617) | |
Total debt | 2,415,337 | | | 2,562,123 | | | 2,413,617 | | | 2,324,785 | |
Less current portion of long term-debt and commercial paper | 1,540,105 | | | 1,542,139 | | | 624,503 | | | 624,503 | |
Long-term debt, less current portion | $ | 875,232 | | | 1,019,984 | | | 1,789,114 | | | 1,700,282 | |
The fair values of the Company’s debt instruments were estimated using market observable inputs, including quoted prices in active markets, market indices and interest rate measurements. Within the hierarchy of fair value measurements, these are Level 2 fair values.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
19. Consolidated Statements of Cash Flows Information
Supplemental cash flow information were as follows:
| | | | | | | | | | | | | | | |
| Nine Months Ended | | | | |
| October 1, 2022 | | October 2, 2021 | | | | |
Net cash paid during the periods for: | | | | | | | |
Interest | $ | 50,627 | | | 56,023 | | | | | |
Income taxes | $ | 193,895 | | | 239,299 | | | | | |
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Supplemental schedule of non-cash investing and financing activities: | | | | | | | |
Unpaid property plant and equipment in accounts payable and accrued expenses | $ | 82,250 | | | 65,299 | | | | | |
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Fair value of assets acquired/adjusted in acquisitions | $ | 172,845 | | | 102,405 | | | | | |
Liabilities assumed/adjusted in acquisitions | (15,571) | | | (25,218) | | | | | |
| $ | 157,274 | | | 77,187 | | | | | |
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Right of use assets obtained in exchange for lease obligations: | | | | | | | |
Operating leases | $ | 97,473 | | | | | | | 150,553 | |
Finance leases | $ | 11,332 | | | | | | | 11,525 | |
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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
20. Subsequent Events
Subsequent to the quarter end, an additional $100,000 of borrowing capacity was added to the Term Loan Facility on October 3, 2022.