British Columbia, Canada
(State or other jurisdiction of
incorporation or organization)
|
|
98-0377314
(I.R.S. Employer
Identification No.)
|
Title of each class
|
|
Name of each exchange on which registered
|
Common Stock (no par value)
|
|
New York Stock Exchange
|
Large accelerated filer
|
|
x
|
|
Accelerated filer
|
|
o
|
|
|
|
|
|||
Non-accelerated filer
|
|
o
(Do not check if a smaller reporting company)
|
|
Smaller reporting company
|
|
o
|
•
|
our ability to successfully implement our business strategy;
|
•
|
general economic, market and business conditions;
|
•
|
levels of residential new construction; residential repair, renovation and remodeling; and non-residential building construction activity;
|
•
|
competition;
|
•
|
our ability to manage our operations including integrating our recent acquisitions and companies or assets we acquire in the future;
|
•
|
our ability to generate sufficient cash flows to fund our capital expenditure requirements, to meet our pension obligations, and to meet our debt service obligations, including our obligations under our senior notes and our senior secured asset-based credit facility, or our ABL Facility;
|
•
|
labor relations (i.e., disruptions, strikes or work stoppages), labor costs and availability of labor;
|
•
|
increases in the costs of raw materials or any shortage in supplies;
|
•
|
our ability to keep pace with technological developments;
|
•
|
the actions taken by, and the continued success of, certain key customers;
|
•
|
our ability to maintain relationships with certain customers;
|
•
|
new contractual commitments;
|
•
|
the ability to generate the benefits of our restructuring activities;
|
•
|
retention of key management personnel;
|
•
|
environmental and other government regulations;
|
•
|
our levels of indebtedness and debt service obligations, including our obligations under our senior notes and our ABL Facility;
|
•
|
limitations on operating our business as a result of covenant restrictions under our existing and future indebtedness, including our senior notes and our ABL Facility; and
|
•
|
our ability to repurchase our senior notes upon a change of control.
|
Net Sales
by Segment - 2014 |
|
North American Net Sales
by End Market - 2014 |
|
|
|
•
|
Wholesale
. In the wholesale channel, door manufacturers sell their products to homebuilders, contractors, lumber yards, dealers and building products retailers in two-steps or one step. Two-step distributors typically purchase doors from manufacturers in bulk and customize them by installing windows, or “lites,” and pre-hanging them. One-step distributors sell doors directly to homebuilders and remodeling contractors who install the doors.
|
•
|
Retail
. The retail channel generally targets consumers and smaller remodeling contractors who purchase doors through retail home centers and smaller specialty retailers. Retail home centers offer large, warehouse size retail space with large selections, while specialty retailers are niche players that focus on certain styles and types of doors.
|
•
|
the strength of the economy;
|
•
|
the amount and type of residential and non-residential construction;
|
•
|
housing sales and home values;
|
•
|
the age of existing home stock, home vacancy rates and foreclosures;
|
•
|
non-residential building occupancy rates;
|
•
|
increases in the cost of raw materials or any shortage in supplies or labor;
|
•
|
the availability and cost of credit;
|
•
|
employment rates and consumer confidence; and
|
•
|
demographic factors such as immigration and migration of the population and trends in household formation.
|
•
|
our inability to integrate the acquired business;
|
•
|
our inability to manage acquired businesses or control integration and other costs relating to acquisitions;
|
•
|
our lack of experience with a particular business should we invest in a new product line;
|
•
|
diversion of management attention;
|
•
|
our failure to achieve projected synergies or cost savings;
|
•
|
impairment of goodwill affecting our reported net income;
|
•
|
our inability to retain the management or other key employees of the acquired business;
|
•
|
our inability to establish uniform standards, controls, procedures and policies;
|
•
|
our inability to retain customers of our acquired companies;
|
•
|
risks associated with the internal controls of acquired companies;
|
•
|
exposure to legal claims for activities of the acquired business prior to the acquisition;
|
•
|
our due diligence procedures could fail to detect material issues related to the acquired business;
|
•
|
unforeseen management and operational difficulties, particularly if we acquire assets or businesses in new foreign jurisdictions where we have little or no operational experience;
|
•
|
damage to our reputation as a result of performance or customer satisfaction problems relating to an acquired businesses;
|
•
|
the performance of any acquired business could be lower than we anticipated; and
|
•
|
our inability to enforce indemnifications and non-compete agreements.
|
•
|
the difficulty of enforcing agreements and collecting receivables through foreign legal systems;
|
•
|
trade protection measures and import or export licensing requirements;
|
•
|
tax rates in foreign countries and the imposition of withholding requirements on foreign earnings;
|
•
|
the imposition of tariffs or other restrictions;
|
•
|
difficulty in staffing and managing widespread operations and the application of foreign labor regulations;
|
•
|
required compliance with a variety of foreign laws and regulations; and
|
•
|
changes in general economic and political conditions in countries where we operate.
|
•
|
incur additional indebtedness and issue disqualified or preferred stock;
|
•
|
make restricted payments;
|
•
|
sell assets;
|
•
|
create restrictions on the ability of their restricted subsidiaries to pay dividends or distributions;
|
•
|
create or incur liens;
|
•
|
enter into sale and lease-back transactions;
|
•
|
merge or consolidate with other entities; and
|
•
|
enter into transactions with affiliates.
|
•
|
quarterly variations in our results of operations;
|
•
|
results of operations that vary from the expectations of securities analysts and investors;
|
•
|
results of operations that vary from those of our competitors;
|
•
|
changes in expectations as to our future financial performance, including financial estimates by securities analysts and investors;
|
•
|
announcements by us, our competitors or our vendors of significant contracts, acquisitions, joint marketing relationships, joint ventures or capital commitments;
|
•
|
announcements by third parties of significant claims or proceedings against us;
|
•
|
future sales of our common shares; and
|
•
|
general domestic and international economic conditions.
|
Country
|
|
Facility Location
|
|
Principal Purpose
|
|
Square Footage / Acreage
|
|
Status
|
|
United States
|
|
Haleyville, AL
|
|
Manufacturing
|
|
260,000
|
|
|
Owned
|
|
|
Moreno Valley, CA
|
|
Manufacturing
|
|
251,630
|
|
|
Leased
|
|
|
Stockton, CA
|
|
Manufacturing
|
|
120,000
|
|
|
Leased
|
|
|
Stockton, CA
|
|
Manufacturing
|
|
134,400
|
|
|
Leased
|
|
|
Stockton, CA
|
|
Manufacturing
|
|
95,779
|
|
|
Owned
|
|
|
Stockton, CA
|
|
Manufacturing
|
|
91,809
|
|
|
Owned
|
|
|
Stockton, CA
|
|
Office/Warehouse
|
|
50,000
|
|
|
Owned
|
|
|
Stockton, CA
|
|
Maintenance/Storage
|
|
3,000
|
|
|
Owned
|
|
|
Stockton, CA
|
|
Storage
|
|
2,500
|
|
|
Owned
|
|
|
Ukiah, CA
|
|
Vacant Land
|
|
48 acres
|
|
|
Owned
|
|
|
Largo, FL
|
|
Manufacturing
|
|
50,000
|
|
|
Leased
|
|
|
Tampa, FL
|
|
Display Center
|
|
44,000
|
|
|
Leased
|
|
|
Tampa, FL
|
|
Office
|
|
40,357
|
|
|
Leased
|
|
|
Yulee, FL
|
|
Manufacturing
|
|
136,320
|
|
|
Leased
|
|
|
Lawrenceville, GA
|
|
Manufacturing
|
|
246,140
|
|
|
Leased
|
|
|
Marietta, GA
|
|
Office
|
|
7,587
|
|
|
Leased
|
|
|
West Chicago, IL
|
|
R&D
|
|
145,245
|
|
|
Owned
|
|
|
South Bend, IN
|
|
Closed
|
|
117,700
|
|
|
Owned
|
|
|
Walkerton, IN
|
|
Manufacturing
|
|
190,000
|
|
|
Owned
|
|
|
Pittsburg, KS
|
|
Manufacturing
|
|
338,082
|
|
|
Owned
|
|
|
Pittsburg, KS
|
|
Warehouse
|
|
65,970
|
|
|
Owned
|
|
|
Pittsburg, KS
|
|
Warehouse
|
|
22,500
|
|
|
Leased
|
|
|
Lake Charles, LA
|
|
Manufacturing
|
|
150,000
|
|
|
Leased
|
|
|
Laurel, MS
|
|
Manufacturing
|
|
2,079,520
|
|
|
Owned
|
|
|
North Platte, NE
|
|
Manufacturing
|
|
96,002
|
|
|
Owned
|
|
|
North Platte, NE
|
|
Warehouse
|
|
8,515
|
|
|
Leased
|
|
|
Kirkwood, NY
|
|
Manufacturing
|
|
137,500
|
|
|
Leased
|
|
|
Charlotte, NC
|
|
Manufacturing
|
|
220,264
|
|
|
Leased
|
|
|
Wahpeton, ND
|
|
Manufacturing
|
|
92,500
|
|
|
Leased
|
|
|
Broken Bow, OK
|
|
Manufacturing
|
|
199,660
|
|
|
Owned
(1)
|
|
|
Vandalia, OH
|
|
Manufacturing
|
|
102,400
|
|
|
Leased
|
|
|
Northumberland, PA
|
|
Manufacturing
|
|
198,000
|
|
|
Owned
|
|
|
Northumberland, PA
|
|
Warehouse
|
|
8,400
|
|
|
Leased
|
|
|
Denmark, SC
|
|
Manufacturing
|
|
170,000
|
|
|
Owned
|
|
|
Denmark, SC
|
|
Manufacturing
|
|
132,842
|
|
|
Owned
|
|
|
Dickson, TN
|
|
Manufacturing
|
|
217,375
|
|
|
Owned
|
|
|
Jefferson City, TN
|
|
Manufacturing
|
|
150,000
|
|
|
Leased
|
Country
|
|
Facility Location
|
|
Principal Purpose
|
|
Square Footage / Acreage
|
|
Status
|
|
|
|
Jefferson City, TN
|
|
Warehouse
|
|
30,000
|
|
|
Leased
|
|
|
Grand Prairie, TX
|
|
Manufacturing
|
|
24,420
|
|
|
Leased
|
|
|
Greenville, TX
|
|
Manufacturing
|
|
254,000
|
|
|
Owned
|
|
|
Greenville, TX
|
|
Warehouse
|
|
105,000
|
|
|
Owned
|
|
|
Mesquite, TX
|
|
Manufacturing
|
|
232,800
|
|
|
Leased
|
|
|
Danville, VA
|
|
Warehouse
|
|
16,000
|
|
|
Leased
|
|
|
Fredericksburg, VA
|
|
Manufacturing
|
|
40,480
|
|
|
Leased
|
|
|
Luray, VA
|
|
Warehouse
|
|
74,972
|
|
|
Leased
|
|
|
Stanley, VA
|
|
Manufacturing
|
|
112,800
|
|
|
Owned
|
|
|
Winchester, VA
|
|
Manufacturing
|
|
109,781
|
|
|
Leased
|
|
|
Winchester, VA
|
|
Warehouse
|
|
49,200
|
|
|
Leased
|
|
|
Algoma, WI
|
|
Manufacturing
|
|
600,000
|
|
|
Leased
|
|
|
Algoma, WI
|
|
Warehouse
|
|
5,000
|
|
|
Leased
|
|
|
Birchwood, WI
|
|
Manufacturing
|
|
139,299
|
|
|
Owned
|
|
|
Marshfield, WI
|
|
Manufacturing
|
|
699,882
|
|
|
Owned
|
|
|
Rice Lake, WI
|
|
Retail/Outlet Store
|
|
6,000
|
|
|
Leased
|
|
|
Thorp, WI
|
|
Manufacturing
|
|
61,920
|
|
|
Owned
|
Canada
|
|
Calgary, AB
|
|
Warehouse
|
|
19,677
|
|
|
Leased
|
|
|
Langley, BC
|
|
Closed
|
|
100,000
|
|
|
Leased
|
|
|
Langley, BC
|
|
Warehouse
|
|
60,000
|
|
|
Leased
|
|
|
Langley, BC
|
|
Manufacturing
|
|
259,590
|
|
|
Leased
|
|
|
Surrey, BC
|
|
Closed
|
|
87,995
|
|
|
Leased
|
|
|
Yarrow, BC
|
|
Manufacturing
|
|
186,000
|
|
|
Owned
|
|
|
Concord, ON
|
|
Manufacturing/Office
|
|
214,066
|
|
|
Leased
|
|
|
London, ON
|
|
Manufacturing
|
|
55,450
|
|
|
Leased
|
|
|
Berthierville, QC
|
|
Closed
|
|
154,408
|
|
|
Owned
|
|
|
Berthierville, QC
|
|
Closed
|
|
7,825
|
|
|
Owned
|
|
|
Lac-Mégantic, QC
|
|
Manufacturing
|
|
171,714
|
|
|
Owned
|
|
|
Lac-Mégantic, QC
|
|
Manufacturing
|
|
148,220
|
|
|
Owned
|
|
|
Lac-Mégantic, QC
|
|
Warehouse
|
|
42,400
|
|
|
Owned
|
|
|
Lac-Mégantic, QC
|
|
Warehouse
|
|
18,000
|
|
|
Owned
|
|
|
Lac-Mégantic, QC
|
|
Warehouse
|
|
15,000
|
|
|
Owned
|
|
|
Lac-Mégantic, QC
|
|
Warehouse
|
|
15,000
|
|
|
Leased
|
|
|
Lac-Mégantic, QC
|
|
Warehouse
|
|
10,000
|
|
|
Leased
|
|
|
Lac-Mégantic, QC
|
|
Warehouse
|
|
6,000
|
|
|
Owned
|
|
|
Sacré-Coeur, QC
|
|
Manufacturing
|
|
90,000
|
|
|
Owned
(1)
|
|
|
Saint Éphrem, QC
|
|
Manufacturing
|
|
70,000
|
|
|
Owned
|
|
|
Saint Éphrem, QC
|
|
Warehouse
|
|
4,665
|
|
|
Leased
|
|
|
Saint Romuald, QC
|
|
Manufacturing
|
|
71,926
|
|
|
Leased
|
|
|
Saint Romuald, QC
|
|
Warehouse
|
|
40,331
|
|
|
Leased
|
Country
|
|
Facility Location
|
|
Principal Purpose
|
|
Square Footage / Acreage
|
|
Status
|
|
|
|
Windsor, QC
|
|
Manufacturing
|
|
149,845
|
|
|
Owned
|
|
|
Windsor, QC
|
|
Manufacturing
|
|
48,004
|
|
|
Owned
|
|
|
Windsor, QC
|
|
Warehouse
|
|
12,000
|
|
|
Leased
|
Austria
|
|
Vienna
|
|
Closed
|
|
2,000
|
|
|
Leased
|
Chile
|
|
Cabrero
|
|
Manufacturing
|
|
272,819
|
|
|
Owned
|
|
|
Cabrero
|
|
Manufacturing
|
|
101,200
|
|
|
Leased
|
|
|
Cabrero
|
|
Warehouse
|
|
32,276
|
|
|
Leased
|
|
|
Cabrero
|
|
Warehouse
|
|
24,200
|
|
|
Leased
|
|
|
Cabrero
|
|
Warehouse
|
|
24,200
|
|
|
Leased
|
|
|
Chillán
|
|
Manufacturing
|
|
146,000
|
|
|
Owned
|
|
|
Colina
|
|
Warehouse
|
|
8,650
|
|
|
Leased
|
Costa Rica
|
|
Limon/Guapiles
|
|
Forest
|
|
16,732 acres
|
|
|
Owned
|
Czech Republic
|
|
Jihlava
|
|
Manufacturing
|
|
295,576
|
|
|
Leased
|
|
|
Jihlava
|
|
Warehouse
|
|
28,000
|
|
|
Leased
|
France
|
|
Bazas
|
|
Manufacturing
|
|
412,715
|
|
|
Owned
|
|
|
Bordeaux
|
|
Manufacturing
|
|
139,461
|
|
|
Owned
|
|
|
Douvres-la-Délivrande
|
|
Manufacturing
|
|
196,838
|
|
|
Owned
|
|
|
Giberville
|
|
Manufacturing
|
|
9,365
|
|
|
Leased
|
|
|
Orange
|
|
Manufacturing
|
|
75,000
|
|
|
Owned
|
|
|
Thignonville
|
|
Manufacturing
|
|
99,700
|
|
|
Owned
|
|
|
Tillières
|
|
Manufacturing
|
|
82,602
|
|
|
Owned
|
Ireland
|
|
Carrick-on-Shannon
|
|
Manufacturing
|
|
620,329
|
|
|
Owned
|
Malaysia
|
|
Bintulu
|
|
Manufacturing
|
|
151,073
|
|
|
Leased
|
Mexico
|
|
Ciénega de Flores
|
|
Manufacturing
|
|
180,687
|
|
|
Owned
|
South Africa
|
|
Estcourt
|
|
Manufacturing
|
|
791,147
|
|
|
Owned
(1)
|
|
|
Johannesburg
|
|
Office
|
|
2,367
|
|
|
Leased
|
|
|
KwaZulu Natal
|
|
Forest
|
|
55,599 acres
|
|
|
Owned
(1)
|
|
|
Riverhorse Valley
|
|
Office
|
|
10,440
|
|
|
Leased
|
United Kingdom
|
|
Barnsley
|
|
Manufacturing
|
|
503,528
|
|
|
Owned
|
|
|
Barnsley
|
|
Warehouse
|
|
55,000
|
|
|
Leased
|
|
|
Huthwaite
|
|
Manufacturing
|
|
120,000
|
|
|
Leased
|
|
|
Middlesbrough
|
|
Manufacturing
|
|
12,000
|
|
|
Leased
|
|
|
Stockton-on-Tees
|
|
Closed
|
|
80,000
|
|
|
Leased
|
|
2014
|
|
2013
|
||||||||||||
|
High
|
|
Low
|
|
High
|
|
Low
|
||||||||
First quarter
|
$
|
62.25
|
|
|
$
|
52.81
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Second quarter
|
59.35
|
|
|
48.02
|
|
|
—
|
|
|
—
|
|
||||
Third quarter
(1)
|
59.00
|
|
|
48.37
|
|
|
52.75
|
|
|
46.38
|
|
||||
Fourth quarter
|
61.06
|
|
|
52.08
|
|
|
59.47
|
|
|
45.81
|
|
|
|
9/9/13
|
|
December 29, 2013
|
|
December 28, 2014
|
||||||
Masonite International Corporation
|
$
|
100.00
|
|
|
$
|
114.49
|
|
|
$
|
117.57
|
|
Standard & Poor's 500 Index
|
100.00
|
|
|
113.98
|
|
|
129.58
|
|
|||
Standard & Poor's 1500 Building Products Index
|
100.00
|
|
|
124.47
|
|
|
136.04
|
|
|
Year Ended
|
||||||||||||||||||
(In thousands of U.S. dollars, except for share and per share amounts)
|
December 28,
2014 |
|
December 29,
2013 |
|
December 30,
2012 |
|
January 1,
2012 |
|
January 2,
2011 |
||||||||||
Consolidation Statement of Operations Data:
|
|
|
|
|
|
|
|
|
|
||||||||||
Net sales
|
$
|
1,837,700
|
|
|
$
|
1,731,143
|
|
|
$
|
1,676,005
|
|
|
$
|
1,489,179
|
|
|
$
|
1,383,271
|
|
Cost of goods sold
|
1,572,301
|
|
|
1,505,636
|
|
|
1,459,701
|
|
|
1,303,820
|
|
|
1,203,469
|
|
|||||
Gross profit
|
265,399
|
|
|
225,507
|
|
|
216,304
|
|
|
185,359
|
|
|
179,802
|
|
|||||
Selling, general and administration expenses
|
224,077
|
|
|
207,166
|
|
|
206,708
|
|
|
184,260
|
|
|
176,776
|
|
|||||
Restructuring costs
|
11,137
|
|
|
10,630
|
|
|
11,431
|
|
|
5,116
|
|
|
7,000
|
|
|||||
Asset impairment
|
18,202
|
|
|
1,904
|
|
|
1,350
|
|
|
2,516
|
|
|
—
|
|
|||||
Operating income (loss)
|
11,983
|
|
|
5,807
|
|
|
(3,185
|
)
|
|
(6,533
|
)
|
|
(3,974
|
)
|
|||||
Interest expense (income), net
|
41,525
|
|
|
33,230
|
|
|
31,454
|
|
|
18,068
|
|
|
245
|
|
|||||
Other expense (income), net
|
(587
|
)
|
|
2,316
|
|
|
528
|
|
|
1,111
|
|
|
1,030
|
|
|||||
Income (loss) from continuing operations before income tax expense (benefit)
|
(28,955
|
)
|
|
(29,739
|
)
|
|
(35,167
|
)
|
|
(25,712
|
)
|
|
(5,249
|
)
|
|||||
Income tax expense (benefit)
|
4,533
|
|
|
(21,377
|
)
|
|
(13,365
|
)
|
|
(21,560
|
)
|
|
(11,396
|
)
|
|||||
Income (loss) from continuing operations
|
(33,488
|
)
|
|
(8,362
|
)
|
|
(21,802
|
)
|
|
(4,152
|
)
|
|
6,147
|
|
|||||
Income (loss) from discontinued operations, net of tax
|
(630
|
)
|
|
(598
|
)
|
|
1,480
|
|
|
(303
|
)
|
|
(1,718
|
)
|
|||||
Net income (loss)
|
(34,118
|
)
|
|
(8,960
|
)
|
|
(20,322
|
)
|
|
(4,455
|
)
|
|
4,429
|
|
|||||
Less: net income (loss) attributable to non-controlling interest
|
3,222
|
|
|
2,050
|
|
|
2,923
|
|
|
2,079
|
|
|
1,390
|
|
|||||
Net income (loss) attributable to Masonite
|
$
|
(37,340
|
)
|
|
$
|
(11,010
|
)
|
|
$
|
(23,245
|
)
|
|
$
|
(6,534
|
)
|
|
$
|
3,039
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Income (loss) from continuing operations attributable to Masonite shareholders per common share (basic and diluted)
|
$
|
(1.24
|
)
|
|
$
|
(0.37
|
)
|
|
$
|
(0.89
|
)
|
|
$
|
(0.23
|
)
|
|
$
|
0.17
|
|
Net income (loss) attributable to Masonite shareholders per common share (basic and diluted)
|
$
|
(1.26
|
)
|
|
$
|
(0.39
|
)
|
|
$
|
(0.84
|
)
|
|
$
|
(0.24
|
)
|
|
$
|
0.11
|
|
Common shares outstanding
|
30,015,321
|
|
|
29,085,021
|
|
|
27,943,774
|
|
|
27,531,792
|
|
|
27,523,541
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Other Financial Data:
|
|
|
|
|
|
|
|
|
|
||||||||||
Capital expenditures
|
$
|
50,147
|
|
|
$
|
45,971
|
|
|
$
|
48,419
|
|
|
$
|
42,413
|
|
|
$
|
57,823
|
|
Net cash flow provided by (used for) operating activities
|
77,386
|
|
|
47,453
|
|
|
55,222
|
|
|
32,688
|
|
|
75,154
|
|
|||||
Net cash flow provided by (used for) investing activities
|
(100,908
|
)
|
|
(54,473
|
)
|
|
(136,103
|
)
|
|
(186,717
|
)
|
|
(97,974
|
)
|
|||||
Net cash flow provided by (used for) financing activities
|
128,849
|
|
|
(11,138
|
)
|
|
94,230
|
|
|
136,605
|
|
|
(4,797
|
)
|
(In thousands of U.S. dollars)
|
December 28,
2014 |
|
December 29,
2013 |
|
December 30,
2012 |
|
January 1,
2012 |
|
January 2,
2011 |
||||||||||
Balance Sheet Data:
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and cash equivalents
|
$
|
192,037
|
|
|
$
|
100,873
|
|
|
$
|
122,314
|
|
|
$
|
109,205
|
|
|
$
|
121,050
|
|
Accounts receivable, net
|
241,721
|
|
|
243,823
|
|
|
256,666
|
|
|
228,729
|
|
|
205,581
|
|
|||||
Inventories, net
|
222,732
|
|
|
218,348
|
|
|
208,783
|
|
|
209,041
|
|
|
186,400
|
|
|||||
Working capital
(1)
|
476,102
|
|
|
395,152
|
|
|
417,584
|
|
|
384,822
|
|
|
349,248
|
|
|||||
Property, plant and equipment
|
576,234
|
|
|
630,279
|
|
|
648,360
|
|
|
632,655
|
|
|
645,615
|
|
|||||
Total assets
|
1,646,551
|
|
|
1,591,145
|
|
|
1,645,948
|
|
|
1,528,056
|
|
|
1,398,510
|
|
|||||
Total debt
|
511,920
|
|
|
377,861
|
|
|
378,848
|
|
|
275,000
|
|
|
—
|
|
|||||
Total equity
|
735,499
|
|
|
825,562
|
|
|
837,815
|
|
|
848,483
|
|
|
1,012,547
|
|
•
|
the strength of the economy;
|
•
|
the amount and type of residential and commercial construction;
|
•
|
housing sales and home values;
|
•
|
the age of existing home stock, home vacancy rates and foreclosures;
|
•
|
commercial building occupancy rates;
|
•
|
increases in the cost of raw materials or any shortage in supplies;
|
•
|
the availability and cost of credit;
|
•
|
employment rates and consumer confidence; and
|
•
|
demographic factors such as immigration and migration of the population and trends in household formation.
|
•
|
Harring:
On December 1, 2014, we completed the acquisition of Harring for net consideration of
$3.9 million
. Harring manufactures interior and exterior stile and rail wood doors for architectural door applications at its facility in London, Ontario. The acquisition of Harring complements our architectural wood door business.
|
•
|
Door-Stop:
On February 24, 2014, we completed the acquisition of Door-Stop for total consideration of approximately
$50.4 million
, net of cash acquired. We acquired
100%
of the equity interests in Door-Stop through the purchase of all outstanding shares of common stock on the acquisition date. Door-Stop is based in Nottinghamshire, United Kingdom, utilizes an internet-based ordering process and manufactures exterior door sets for the residential repair and renovation markets. The Door-Stop acquisition complements our existing exterior fiberglass business.
|
•
|
Chile:
In July 2013, we acquired assets of a door manufacturing operation located in Chile for servicing the North American market for total consideration of
$12.2 million
. The transaction includes the door component operations in Cabrero, Chile, and a door assembly factory in Chillan, Chile. The operations acquired primarily manufacture high quality stile and rail panel and French wood doors for the North American market. The Chile acquisition acts as a natural complement to Lemieux and our existing residential wood door offering.
|
•
|
Lemieux:
In August 2012, we completed the acquisition of Lemieux for net consideration of
$22.1 million
. Lemieux manufactures interior and exterior stile and rail wood doors for residential applications at its two facilities in Windsor, Quebec. The acquisition of Lemieux complemented our residential wood door business and provides us an additional strategic growth platform.
|
•
|
Algoma:
In April 2012, we completed the acquisition of Algoma for net consideration of
$55.6 million
. Algoma manufactures interior wood doors for architectural applications. The acquisition of Algoma complemented our existing Baillargeon-, Mohawk- and Marshfield-branded architectural interior wood door business.
|
•
|
Baillargeon:
In March 2012, we completed the acquisition of Baillargeon for net consideration of
$9.9 million
. Baillargeon is a Canadian manufacturer of interior wood doors for architectural applications.
|
•
|
Birchwood:
In November 2011, we completed the acquisition of Birchwood, for net consideration of
$41.0 million
. We believe Birchwood is one of North America’s largest producers of architectural flush wood door facings, as well as a significant producer of hardwood plywood. The Birchwood acquisition enhanced our position as a leader in the manufacturing and distribution of components for architectural interior wood doors, and acts as a natural complement to our existing business.
|
•
|
Marshfield:
In August 2011, we completed the acquisition of Marshfield for net consideration of
$102.4 million
. We believe Marshfield is a leading provider of doors and door components for architectural applications that enables us to provide our customers with a wider range of innovative door products.
|
•
|
depreciation;
|
•
|
amortization;
|
•
|
share based compensation expense;
|
•
|
loss (gain) on disposal of property, plant and equipment;
|
•
|
registration and listing fees;
|
•
|
restructuring costs;
|
•
|
asset impairment;
|
•
|
interest expense (income), net;
|
•
|
other expense (income), net;
|
•
|
income tax expense (benefit);
|
•
|
loss (income) from discontinued operations, net of tax; and
|
•
|
net income (loss) attributable to non-controlling interest.
|
|
Year Ended
|
||||||||||
(In thousands)
|
December 28, 2014
|
|
December 29, 2013
|
|
December 30, 2012
|
||||||
Net sales
|
$
|
1,837,700
|
|
|
$
|
1,731,143
|
|
|
$
|
1,676,005
|
|
Cost of goods sold
|
1,572,301
|
|
|
1,505,636
|
|
|
1,459,701
|
|
|||
Gross profit
|
265,399
|
|
|
225,507
|
|
|
216,304
|
|
|||
Gross profit as a % of net sales
|
14.4
|
%
|
|
13.0
|
%
|
|
12.9
|
%
|
|||
Selling, general and administration expenses
|
224,077
|
|
|
207,166
|
|
|
206,708
|
|
|||
Restructuring costs
|
11,137
|
|
|
10,630
|
|
|
11,431
|
|
|||
Asset impairment
|
18,202
|
|
|
1,904
|
|
|
1,350
|
|
|||
Operating income (loss)
|
11,983
|
|
|
5,807
|
|
|
(3,185
|
)
|
|||
Interest expense (income), net
|
41,525
|
|
|
33,230
|
|
|
31,454
|
|
|||
Other expense (income), net
|
(587
|
)
|
|
2,316
|
|
|
528
|
|
|||
Income (loss) from continuing operations before income tax expense (benefit)
|
(28,955
|
)
|
|
(29,739
|
)
|
|
(35,167
|
)
|
|||
Income tax expense (benefit)
|
4,533
|
|
|
(21,377
|
)
|
|
(13,365
|
)
|
|||
Income (loss) from continuing operations
|
(33,488
|
)
|
|
(8,362
|
)
|
|
(21,802
|
)
|
|||
Income (loss) from discontinued operations, net of tax
|
(630
|
)
|
|
(598
|
)
|
|
1,480
|
|
|||
Net income (loss)
|
(34,118
|
)
|
|
(8,960
|
)
|
|
(20,322
|
)
|
|||
Less: net income (loss) attributable to non-controlling interest
|
3,222
|
|
|
2,050
|
|
|
2,923
|
|
|||
Net income (loss) attributable to Masonite
|
$
|
(37,340
|
)
|
|
$
|
(11,010
|
)
|
|
$
|
(23,245
|
)
|
|
Year Ended
|
||||||
(In thousands)
|
December 28, 2014
|
|
December 29, 2013
|
||||
North America
|
$
|
1,396,844
|
|
|
$
|
1,322,365
|
|
North America intersegment
|
(813
|
)
|
|
(727
|
)
|
||
North America net sales to external customers
|
$
|
1,396,031
|
|
|
$
|
1,321,638
|
|
Percentage of net sales
|
76.0
|
%
|
|
76.4
|
%
|
||
|
|
|
|
||||
Europe, Asia and Latin America
|
$
|
409,550
|
|
|
$
|
354,615
|
|
Europe, Asia and Latin America intersegment
|
(24,460
|
)
|
|
(14,686
|
)
|
||
Europe, Asia and Latin America net sales to external customers
|
$
|
385,090
|
|
|
$
|
339,929
|
|
Percentage of net sales
|
21.0
|
%
|
|
19.6
|
%
|
||
|
|
|
|
||||
Africa
|
$
|
56,579
|
|
|
$
|
69,617
|
|
Africa intersegment
|
—
|
|
|
(41
|
)
|
||
Africa net sales to external customers
|
$
|
56,579
|
|
|
$
|
69,576
|
|
Percentage of net sales
|
3.0
|
%
|
|
4.0
|
%
|
||
|
|
|
|
||||
Net sales to external customers
|
$
|
1,837,700
|
|
|
$
|
1,731,143
|
|
|
Year Ended December 28, 2014
|
||||||||||||||
(In thousands)
|
North America
|
|
Europe, Asia and Latin America
|
|
Africa
|
|
Total
|
||||||||
Adjusted EBITDA
|
$
|
121,069
|
|
|
$
|
15,755
|
|
|
$
|
263
|
|
|
$
|
137,087
|
|
Percentage of segment net sales
|
8.7
|
%
|
|
4.1
|
%
|
|
0.5
|
%
|
|
7.5
|
%
|
|
Year Ended December 29, 2013
|
||||||||||||||
(In thousands)
|
North America
|
|
Europe, Asia and Latin America
|
|
Africa
|
|
Total
|
||||||||
Adjusted EBITDA
|
$
|
89,220
|
|
|
$
|
11,121
|
|
|
$
|
5,536
|
|
|
$
|
105,877
|
|
Percentage of segment net sales
|
6.8
|
%
|
|
3.3
|
%
|
|
8.0
|
%
|
|
6.1
|
%
|
|
Year Ended December 28, 2014
|
||||||||||||||
(In thousands)
|
North America
|
|
Europe, Asia and Latin America
|
|
Africa
|
|
Total
|
||||||||
Adjusted EBITDA
|
$
|
121,069
|
|
|
$
|
15,755
|
|
|
$
|
263
|
|
|
$
|
137,087
|
|
Less (plus):
|
|
|
|
|
|
|
|
||||||||
Depreciation
|
39,567
|
|
|
17,543
|
|
|
3,512
|
|
|
60,622
|
|
||||
Amortization
|
16,968
|
|
|
4,500
|
|
|
254
|
|
|
21,722
|
|
||||
Share based compensation expense
|
9,605
|
|
|
—
|
|
|
—
|
|
|
9,605
|
|
||||
Loss (gain) on disposal of property, plant and equipment
|
3,981
|
|
|
(322
|
)
|
|
157
|
|
|
3,816
|
|
||||
Restructuring costs
|
633
|
|
|
10,497
|
|
|
7
|
|
|
11,137
|
|
||||
Asset impairment
|
—
|
|
|
18,202
|
|
|
—
|
|
|
18,202
|
|
||||
Interest expense (income), net
|
69,559
|
|
|
(28,202
|
)
|
|
168
|
|
|
41,525
|
|
||||
Other expense (income), net
|
(953
|
)
|
|
366
|
|
|
—
|
|
|
(587
|
)
|
||||
Income tax expense (benefit)
|
6,034
|
|
|
(40
|
)
|
|
(1,461
|
)
|
|
4,533
|
|
||||
Loss (income) from discontinued operations, net of tax
|
569
|
|
|
61
|
|
|
—
|
|
|
630
|
|
||||
Net income (loss) attributable to non-controlling interest
|
3,222
|
|
|
—
|
|
|
—
|
|
|
3,222
|
|
||||
Net income (loss) attributable to Masonite
|
$
|
(28,116
|
)
|
|
$
|
(6,850
|
)
|
|
$
|
(2,374
|
)
|
|
$
|
(37,340
|
)
|
|
Year Ended December 29, 2013
|
||||||||||||||
(In thousands)
|
North America
|
|
Europe, Asia and Latin America
|
|
Africa
|
|
Total
|
||||||||
Adjusted EBITDA
|
$
|
89,220
|
|
|
$
|
11,121
|
|
|
$
|
5,536
|
|
|
$
|
105,877
|
|
Less (plus):
|
|
|
|
|
|
|
|
||||||||
Depreciation
|
43,151
|
|
|
15,156
|
|
|
3,773
|
|
|
62,080
|
|
||||
Amortization
|
15,079
|
|
|
1,979
|
|
|
—
|
|
|
17,058
|
|
||||
Share based compensation expense
|
7,752
|
|
|
—
|
|
|
—
|
|
|
7,752
|
|
||||
Loss (gain) on disposal of property, plant and equipment
|
944
|
|
|
(2,602
|
)
|
|
(117
|
)
|
|
(1,775
|
)
|
||||
Registration and listing fees
|
2,421
|
|
|
—
|
|
|
—
|
|
|
2,421
|
|
||||
Restructuring costs
|
2,791
|
|
|
6,697
|
|
|
1,142
|
|
|
10,630
|
|
||||
Asset impairment
|
1,904
|
|
|
—
|
|
|
—
|
|
|
1,904
|
|
||||
Interest expense (income), net
|
63,003
|
|
|
(29,911
|
)
|
|
138
|
|
|
33,230
|
|
||||
Other expense (income), net
|
(848
|
)
|
|
3,164
|
|
|
—
|
|
|
2,316
|
|
||||
Income tax expense (benefit)
|
(20,389
|
)
|
|
(1,507
|
)
|
|
519
|
|
|
(21,377
|
)
|
||||
Loss (income) from discontinued operations, net of tax
|
598
|
|
|
—
|
|
|
—
|
|
|
598
|
|
||||
Net income (loss) attributable to non-controlling interest
|
2,050
|
|
|
—
|
|
|
—
|
|
|
2,050
|
|
||||
Net income (loss) attributable to Masonite
|
$
|
(29,236
|
)
|
|
$
|
18,145
|
|
|
$
|
81
|
|
|
$
|
(11,010
|
)
|
|
Year Ended
|
||||||
(In thousands)
|
December 29, 2013
|
|
December 30, 2012
|
||||
North America
|
$
|
1,322,365
|
|
|
$
|
1,225,420
|
|
North America intersegment
|
(727
|
)
|
|
(1,369
|
)
|
||
North America net sales to external customers
|
$
|
1,321,638
|
|
|
$
|
1,224,051
|
|
Percentage of net sales
|
76.4
|
%
|
|
73.0
|
%
|
||
|
|
|
|
||||
Europe, Asia and Latin America
|
$
|
354,615
|
|
|
$
|
385,323
|
|
Europe, Asia and Latin America intersegment
|
(14,686
|
)
|
|
(14,988
|
)
|
||
Europe, Asia and Latin America net sales to external customers
|
$
|
339,929
|
|
|
$
|
370,335
|
|
Percentage of net sales
|
19.6
|
%
|
|
22.1
|
%
|
||
|
|
|
|
||||
Africa
|
$
|
69,617
|
|
|
$
|
81,801
|
|
Africa intersegment
|
(41
|
)
|
|
(182
|
)
|
||
Africa net sales to external customers
|
$
|
69,576
|
|
|
$
|
81,619
|
|
Percentage of net sales
|
4.0
|
%
|
|
4.9
|
%
|
||
|
|
|
|
||||
Net sales to external customers
|
$
|
1,731,143
|
|
|
$
|
1,676,005
|
|
|
Year Ended December 29, 2013
|
||||||||||||||
(In thousands)
|
North America
|
|
Europe, Asia and Latin America
|
|
Africa
|
|
Total
|
||||||||
Adjusted EBITDA
|
$
|
89,220
|
|
|
$
|
11,121
|
|
|
$
|
5,536
|
|
|
$
|
105,877
|
|
Percentage of segment net sales
|
6.8
|
%
|
|
3.3
|
%
|
|
8.0
|
%
|
|
6.1
|
%
|
|
Year Ended December 30, 2012
|
||||||||||||||
(In thousands)
|
North America
|
|
Europe, Asia and Latin America
|
|
Africa
|
|
Total
|
||||||||
Adjusted EBITDA
|
$
|
73,786
|
|
|
$
|
17,060
|
|
|
$
|
6,415
|
|
|
$
|
97,261
|
|
Percentage of segment net sales
|
6.0
|
%
|
|
4.6
|
%
|
|
7.9
|
%
|
|
5.8
|
%
|
|
Year Ended December 29, 2013
|
||||||||||||||
(In thousands)
|
North America
|
|
Europe, Asia and Latin America
|
|
Africa
|
|
Total
|
||||||||
Adjusted EBITDA
|
$
|
89,220
|
|
|
$
|
11,121
|
|
|
$
|
5,536
|
|
|
$
|
105,877
|
|
Less (plus):
|
|
|
|
|
|
|
|
||||||||
Depreciation
|
43,151
|
|
|
15,156
|
|
|
3,773
|
|
|
62,080
|
|
||||
Amortization
|
15,079
|
|
|
1,979
|
|
|
—
|
|
|
17,058
|
|
||||
Share based compensation expense
|
7,752
|
|
|
—
|
|
|
—
|
|
|
7,752
|
|
||||
Loss (gain) on disposal of property, plant and equipment
|
944
|
|
|
(2,602
|
)
|
|
(117
|
)
|
|
(1,775
|
)
|
||||
Registration and listing fees
|
2,421
|
|
|
—
|
|
|
—
|
|
|
2,421
|
|
||||
Restructuring costs
|
2,791
|
|
|
6,697
|
|
|
1,142
|
|
|
10,630
|
|
||||
Asset impairment
|
1,904
|
|
|
—
|
|
|
—
|
|
|
1,904
|
|
||||
Interest expense (income), net
|
63,003
|
|
|
(29,911
|
)
|
|
138
|
|
|
33,230
|
|
||||
Other expense (income), net
|
(848
|
)
|
|
3,164
|
|
|
—
|
|
|
2,316
|
|
||||
Income tax expense (benefit)
|
(20,389
|
)
|
|
(1,507
|
)
|
|
519
|
|
|
(21,377
|
)
|
||||
Loss (income) from discontinued operations, net of tax
|
598
|
|
|
—
|
|
|
—
|
|
|
598
|
|
||||
Net income (loss) attributable to non-controlling interest
|
2,050
|
|
|
—
|
|
|
—
|
|
|
2,050
|
|
||||
Net income (loss) attributable to Masonite
|
$
|
(29,236
|
)
|
|
$
|
18,145
|
|
|
$
|
81
|
|
|
$
|
(11,010
|
)
|
|
Year Ended December 30, 2012
|
||||||||||||||
(In thousands)
|
North America
|
|
Europe, Asia and Latin America
|
|
Africa
|
|
Total
|
||||||||
Adjusted EBITDA
|
$
|
73,786
|
|
|
$
|
17,060
|
|
|
$
|
6,415
|
|
|
$
|
97,261
|
|
Less (plus):
|
|
|
|
|
|
|
|
||||||||
Depreciation
|
41,665
|
|
|
17,540
|
|
|
4,143
|
|
|
63,348
|
|
||||
Amortization
|
12,787
|
|
|
2,289
|
|
|
—
|
|
|
15,076
|
|
||||
Share based compensation expense
|
6,517
|
|
|
—
|
|
|
—
|
|
|
6,517
|
|
||||
Loss (gain) on disposal of property, plant and equipment
|
2,494
|
|
|
230
|
|
|
—
|
|
|
2,724
|
|
||||
Restructuring costs
|
3,721
|
|
|
7,710
|
|
|
—
|
|
|
11,431
|
|
||||
Asset impairment
|
1,350
|
|
|
—
|
|
|
—
|
|
|
1,350
|
|
||||
Interest expense (income), net
|
60,939
|
|
|
(29,422
|
)
|
|
(63
|
)
|
|
31,454
|
|
||||
Other expense (income), net
|
688
|
|
|
(160
|
)
|
|
—
|
|
|
528
|
|
||||
Income tax expense (benefit)
|
(13,007
|
)
|
|
(828
|
)
|
|
470
|
|
|
(13,365
|
)
|
||||
Loss (income) from discontinued operations, net of tax
|
(1,480
|
)
|
|
—
|
|
|
—
|
|
|
(1,480
|
)
|
||||
Net income (loss) attributable to non-controlling interest
|
2,923
|
|
|
—
|
|
|
—
|
|
|
2,923
|
|
||||
Net income (loss) attributable to Masonite
|
$
|
(44,811
|
)
|
|
$
|
19,701
|
|
|
$
|
1,865
|
|
|
$
|
(23,245
|
)
|
|
Fiscal Year Ended
|
||||||||||||||||||||||||||
(In thousands)
|
2015
|
|
2016
|
|
2017
|
|
2018
|
|
2019
|
|
Thereafter
|
|
Total
|
||||||||||||||
Long-term debt maturities
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
500,000
|
|
|
$
|
500,000
|
|
Scheduled interest payments
|
41,251
|
|
|
41,251
|
|
|
41,251
|
|
|
41,251
|
|
|
41,251
|
|
|
61,877
|
|
|
268,132
|
|
|||||||
Operating leases
|
16,882
|
|
|
12,776
|
|
|
10,459
|
|
|
9,681
|
|
|
9,019
|
|
|
62,509
|
|
|
121,326
|
|
|||||||
Pension contributions
|
6,058
|
|
|
901
|
|
|
947
|
|
|
1,993
|
|
|
3,045
|
|
|
10,754
|
|
|
23,698
|
|
|||||||
Total
(1)
|
$
|
62,941
|
|
|
$
|
54,162
|
|
|
$
|
52,115
|
|
|
$
|
52,384
|
|
|
$
|
52,835
|
|
|
$
|
635,140
|
|
|
$
|
909,577
|
|
INDEX TO THE CONSOLIDATED FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
|
||
|
|
|
|
||
|
||
|
||
|
||
|
||
|
||
|
|
Year Ended
|
||||||||||
|
December 28,
2014 |
|
December 29,
2013 |
|
December 30,
2012 |
||||||
Net sales
|
$
|
1,837,700
|
|
|
$
|
1,731,143
|
|
|
$
|
1,676,005
|
|
Cost of goods sold
|
1,572,301
|
|
|
1,505,636
|
|
|
1,459,701
|
|
|||
Gross profit
|
265,399
|
|
|
225,507
|
|
|
216,304
|
|
|||
Selling, general and administration expenses
|
224,077
|
|
|
207,166
|
|
|
206,708
|
|
|||
Restructuring costs
|
11,137
|
|
|
10,630
|
|
|
11,431
|
|
|||
Asset impairment
|
18,202
|
|
|
1,904
|
|
|
1,350
|
|
|||
Operating income (loss)
|
11,983
|
|
|
5,807
|
|
|
(3,185
|
)
|
|||
Interest expense (income), net
|
41,525
|
|
|
33,230
|
|
|
31,454
|
|
|||
Other expense (income), net
|
(587
|
)
|
|
2,316
|
|
|
528
|
|
|||
Income (loss) from continuing operations before income tax expense (benefit)
|
(28,955
|
)
|
|
(29,739
|
)
|
|
(35,167
|
)
|
|||
Income tax expense (benefit)
|
4,533
|
|
|
(21,377
|
)
|
|
(13,365
|
)
|
|||
Income (loss) from continuing operations
|
(33,488
|
)
|
|
(8,362
|
)
|
|
(21,802
|
)
|
|||
Income (loss) from discontinued operations, net of tax
|
(630
|
)
|
|
(598
|
)
|
|
1,480
|
|
|||
Net income (loss)
|
(34,118
|
)
|
|
(8,960
|
)
|
|
(20,322
|
)
|
|||
Less: net income (loss) attributable to non-controlling interest
|
3,222
|
|
|
2,050
|
|
|
2,923
|
|
|||
Net income (loss) attributable to Masonite
|
$
|
(37,340
|
)
|
|
$
|
(11,010
|
)
|
|
$
|
(23,245
|
)
|
|
|
|
|
|
|
||||||
Earnings (loss) per common share attributable to Masonite:
|
|
|
|
|
|
||||||
Basic
|
$
|
(1.26
|
)
|
|
$
|
(0.39
|
)
|
|
$
|
(0.84
|
)
|
Diluted
|
$
|
(1.26
|
)
|
|
$
|
(0.39
|
)
|
|
$
|
(0.84
|
)
|
|
|
|
|
|
|
||||||
Earnings (loss) per common share from continuing operations attributable to Masonite:
|
|
|
|
|
|
||||||
Basic
|
$
|
(1.24
|
)
|
|
$
|
(0.37
|
)
|
|
$
|
(0.89
|
)
|
Diluted
|
$
|
(1.24
|
)
|
|
$
|
(0.37
|
)
|
|
$
|
(0.89
|
)
|
|
|
|
|
|
|
||||||
Comprehensive income (loss):
|
|
|
|
|
|
||||||
Net income (loss)
|
$
|
(34,118
|
)
|
|
$
|
(8,960
|
)
|
|
$
|
(20,322
|
)
|
Other comprehensive income (loss):
|
|
|
|
|
|
||||||
Foreign exchange gain (loss)
|
(48,667
|
)
|
|
(12,096
|
)
|
|
8,187
|
|
|||
Pension and other post-retirement adjustment
|
(12,045
|
)
|
|
15,571
|
|
|
663
|
|
|||
Amortization of actuarial net losses
|
—
|
|
|
1,413
|
|
|
1,689
|
|
|||
Income tax benefit (expense) related to other comprehensive income (loss)
|
3,076
|
|
|
(6,266
|
)
|
|
(1,561
|
)
|
|||
Other comprehensive income (loss), net of tax:
|
(57,636
|
)
|
|
(1,378
|
)
|
|
8,978
|
|
|||
Comprehensive income (loss)
|
(91,754
|
)
|
|
(10,338
|
)
|
|
(11,344
|
)
|
|||
Less: comprehensive income (loss) attributable to non-controlling interest
|
2,244
|
|
|
1,289
|
|
|
3,157
|
|
|||
Comprehensive income (loss) attributable to Masonite
|
$
|
(93,998
|
)
|
|
$
|
(11,627
|
)
|
|
$
|
(14,501
|
)
|
ASSETS
|
December 28,
2014 |
|
December 29,
2013 |
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
192,037
|
|
|
$
|
100,873
|
|
Restricted cash
|
13,187
|
|
|
13,831
|
|
||
Accounts receivable, net
|
241,721
|
|
|
243,823
|
|
||
Inventories, net
|
222,732
|
|
|
218,348
|
|
||
Prepaid expenses
|
21,103
|
|
|
22,371
|
|
||
Assets held for sale
|
—
|
|
|
3,408
|
|
||
Income taxes receivable
|
1,796
|
|
|
3,250
|
|
||
Current deferred income taxes
|
20,767
|
|
|
17,840
|
|
||
Total current assets
|
713,343
|
|
|
623,744
|
|
||
Property, plant and equipment, net
|
576,234
|
|
|
630,279
|
|
||
Investment in equity investees
|
8,827
|
|
|
7,483
|
|
||
Goodwill
|
99,199
|
|
|
78,404
|
|
||
Intangible assets, net
|
203,372
|
|
|
203,714
|
|
||
Long-term deferred income taxes
|
20,697
|
|
|
23,363
|
|
||
Other assets, net
|
24,879
|
|
|
24,158
|
|
||
Total assets
|
$
|
1,646,551
|
|
|
$
|
1,591,145
|
|
|
|
|
|
||||
LIABILITIES AND EQUITY
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Accounts payable
|
$
|
98,199
|
|
|
$
|
98,936
|
|
Accrued expenses
|
137,681
|
|
|
128,924
|
|
||
Income taxes payable
|
1,361
|
|
|
732
|
|
||
Total current liabilities
|
237,241
|
|
|
228,592
|
|
||
Long-term debt
|
511,920
|
|
|
377,861
|
|
||
Long-term deferred income taxes
|
107,777
|
|
|
108,924
|
|
||
Other liabilities
|
54,114
|
|
|
50,206
|
|
||
Total liabilities
|
911,052
|
|
|
765,583
|
|
||
Commitments and Contingencies (Note 10)
|
|
|
|
|
|
||
Equity:
|
|
|
|
||||
Share capital: unlimited shares authorized, no par value, 30,015,321 and 29,085,021 shares issued and outstanding as of December 28, 2014, and December 29, 2013, respectively.
|
657,292
|
|
|
646,196
|
|
||
Additional paid-in capital
|
225,918
|
|
|
230,306
|
|
||
Accumulated deficit
|
(97,517
|
)
|
|
(60,177
|
)
|
||
Accumulated other comprehensive income (loss)
|
(76,259
|
)
|
|
(19,601
|
)
|
||
Total equity attributable to Masonite
|
709,434
|
|
|
796,724
|
|
||
Equity attributable to non-controlling interests
|
26,065
|
|
|
28,838
|
|
||
Total equity
|
735,499
|
|
|
825,562
|
|
||
Total liabilities and equity
|
$
|
1,646,551
|
|
|
$
|
1,591,145
|
|
|
|
Common Shares Outstanding
|
|
Common Stock Amount
|
|
Additional Paid-In Capital
|
|
Accumulated Deficit
|
|
Accumulated Other Comprehensive Income (Loss)
|
|
Total Equity Attributable to Masonite
|
|
Equity Attributable to Non-controlling Interests
|
|
Total Equity
|
|||||||||||||||
Balances as of January 1, 2012
|
|
27,531,792
|
|
|
$
|
626,787
|
|
|
$
|
241,496
|
|
|
$
|
(25,922
|
)
|
|
$
|
(27,728
|
)
|
|
$
|
814,633
|
|
|
$
|
33,850
|
|
|
$
|
848,483
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Net income (loss)
|
|
|
|
|
|
|
|
(23,245
|
)
|
|
|
|
(23,245
|
)
|
|
2,923
|
|
|
(20,322
|
)
|
|||||||||||
Other comprehensive income (loss), net of tax
|
|
|
|
|
|
|
|
|
|
8,744
|
|
|
8,744
|
|
|
234
|
|
|
8,978
|
|
|||||||||||
Dividends to non-controlling interests
|
|
|
|
|
|
|
|
|
|
|
|
—
|
|
|
(5,735
|
)
|
|
(5,735
|
)
|
||||||||||||
Share based awards
|
|
|
|
|
|
6,517
|
|
|
|
|
|
|
6,517
|
|
|
|
|
6,517
|
|
||||||||||||
Common shares issued for delivery of share based awards
|
|
411,982
|
|
|
7,123
|
|
|
(7,123
|
)
|
|
|
|
|
|
—
|
|
|
|
|
—
|
|
||||||||||
Reduction of return of capital payable due to forfeitures of share based awards
|
|
|
|
|
|
(11
|
)
|
|
|
|
|
|
(11
|
)
|
|
|
|
(11
|
)
|
||||||||||||
Common shares withheld to cover income taxes payable due to delivery of share based awards
|
|
|
|
|
|
(95
|
)
|
|
|
|
|
|
(95
|
)
|
|
|
|
(95
|
)
|
||||||||||||
Balances as of December 30, 2012
|
|
27,943,774
|
|
|
$
|
633,910
|
|
|
$
|
240,784
|
|
|
$
|
(49,167
|
)
|
|
$
|
(18,984
|
)
|
|
$
|
806,543
|
|
|
$
|
31,272
|
|
|
$
|
837,815
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Net income (loss)
|
|
|
|
|
|
|
|
(11,010
|
)
|
|
|
|
(11,010
|
)
|
|
2,050
|
|
|
(8,960
|
)
|
|||||||||||
Other comprehensive income (loss), net of tax
|
|
|
|
|
|
|
|
|
|
(617
|
)
|
|
(617
|
)
|
|
(761
|
)
|
|
(1,378
|
)
|
|||||||||||
Dividends to non-controlling interests
|
|
|
|
|
|
|
|
|
|
|
|
—
|
|
|
(3,723
|
)
|
|
(3,723
|
)
|
||||||||||||
Share based awards
|
|
|
|
|
|
7,752
|
|
|
|
|
|
|
7,752
|
|
|
|
|
7,752
|
|
||||||||||||
Common shares issued for delivery of share based awards
|
|
1,141,247
|
|
|
12,286
|
|
|
(12,286
|
)
|
|
|
|
|
|
—
|
|
|
|
|
—
|
|
||||||||||
Common shares withheld to cover income taxes payable due to delivery of share based awards
|
|
|
|
|
|
(5,944
|
)
|
|
|
|
|
|
(5,944
|
)
|
|
|
|
(5,944
|
)
|
||||||||||||
Balances as of December 29, 2013
|
|
29,085,021
|
|
|
$
|
646,196
|
|
|
$
|
230,306
|
|
|
$
|
(60,177
|
)
|
|
$
|
(19,601
|
)
|
|
$
|
796,724
|
|
|
$
|
28,838
|
|
|
$
|
825,562
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Net income (loss)
|
|
|
|
|
|
|
|
(37,340
|
)
|
|
|
|
(37,340
|
)
|
|
3,222
|
|
|
(34,118
|
)
|
|||||||||||
Other comprehensive income (loss), net of tax
|
|
|
|
|
|
|
|
|
|
(56,658
|
)
|
|
(56,658
|
)
|
|
(978
|
)
|
|
(57,636
|
)
|
|||||||||||
Dividends to non-controlling interests
|
|
|
|
|
|
|
|
|
|
|
|
—
|
|
|
(5,017
|
)
|
|
(5,017
|
)
|
||||||||||||
Share based awards
|
|
|
|
|
|
9,605
|
|
|
|
|
|
|
9,605
|
|
|
|
|
9,605
|
|
||||||||||||
Common shares issued for delivery of share based awards
|
|
650,892
|
|
|
6,996
|
|
|
(6,996
|
)
|
|
|
|
|
|
—
|
|
|
|
|
—
|
|
||||||||||
Common shares issued for exercise of warrants
|
|
279,408
|
|
|
4,100
|
|
|
(3,837
|
)
|
|
|
|
|
|
263
|
|
|
|
|
263
|
|
||||||||||
Common shares withheld to cover income taxes payable due to delivery of share based awards
|
|
|
|
|
|
(3,160
|
)
|
|
|
|
|
|
(3,160
|
)
|
|
|
|
(3,160
|
)
|
||||||||||||
Balances as of December 28, 2014
|
|
30,015,321
|
|
|
$
|
657,292
|
|
|
$
|
225,918
|
|
|
$
|
(97,517
|
)
|
|
$
|
(76,259
|
)
|
|
$
|
709,434
|
|
|
$
|
26,065
|
|
|
$
|
735,499
|
|
|
Year Ended
|
||||||||||
Cash flows from operating activities:
|
December 28,
2014 |
|
December 29,
2013 |
|
December 30,
2012 |
||||||
Net income (loss)
|
$
|
(34,118
|
)
|
|
$
|
(8,960
|
)
|
|
$
|
(20,322
|
)
|
Adjustments to reconcile net income (loss) to net cash flow provided by (used in) operating activities, net of acquisitions:
|
|
|
|
|
|
||||||
Loss (income) from discontinued operations, net of tax
|
630
|
|
|
598
|
|
|
(1,480
|
)
|
|||
Non-cash loss on deconsolidation
|
6,174
|
|
|
—
|
|
|
—
|
|
|||
Depreciation
|
60,622
|
|
|
62,080
|
|
|
63,348
|
|
|||
Amortization
|
21,722
|
|
|
17,058
|
|
|
15,076
|
|
|||
Share based compensation expense
|
9,605
|
|
|
7,752
|
|
|
6,517
|
|
|||
Deferred income taxes
|
(1,970
|
)
|
|
(23,177
|
)
|
|
(15,617
|
)
|
|||
Unrealized foreign exchange loss (gain)
|
328
|
|
|
2,928
|
|
|
179
|
|
|||
Share of loss (income) from equity investees, net of tax
|
(1,344
|
)
|
|
(1,020
|
)
|
|
(718
|
)
|
|||
Dividend from equity investee
|
—
|
|
|
1,170
|
|
|
1,346
|
|
|||
Pension and post-retirement expense (funding), net
|
(6,827
|
)
|
|
(1,855
|
)
|
|
(3,688
|
)
|
|||
Non-cash accruals and interest
|
(365
|
)
|
|
915
|
|
|
715
|
|
|||
Loss (gain) on sale of property, plant and equipment
|
3,816
|
|
|
(1,775
|
)
|
|
2,724
|
|
|||
Asset impairment
|
19,605
|
|
|
3,271
|
|
|
2,614
|
|
|||
Changes in assets and liabilities:
|
|
|
|
|
|
||||||
Accounts receivable
|
(14,047
|
)
|
|
9,168
|
|
|
(9,642
|
)
|
|||
Inventories
|
(12,843
|
)
|
|
(8,720
|
)
|
|
(3,090
|
)
|
|||
Prepaid expenses
|
1,387
|
|
|
(3,527
|
)
|
|
1,263
|
|
|||
Accounts payable and accrued expenses
|
23,592
|
|
|
(5,095
|
)
|
|
16,274
|
|
|||
Other assets and liabilities
|
1,419
|
|
|
(3,358
|
)
|
|
(277
|
)
|
|||
Net cash flow provided by (used in) operating activities
|
77,386
|
|
|
47,453
|
|
|
55,222
|
|
|||
Cash flows from investing activities:
|
|
|
|
|
|
||||||
Proceeds from sale of property, plant and equipment
|
6,976
|
|
|
9,586
|
|
|
1,474
|
|
|||
Additions to property, plant and equipment
|
(50,147
|
)
|
|
(45,971
|
)
|
|
(48,419
|
)
|
|||
Cash used in acquisitions, net of cash acquired
|
(54,256
|
)
|
|
(15,376
|
)
|
|
(88,354
|
)
|
|||
Loss on deconsolidation
|
(1,087
|
)
|
|
—
|
|
|
—
|
|
|||
Restricted cash
|
644
|
|
|
(1,062
|
)
|
|
88
|
|
|||
Other investing activities
|
(3,038
|
)
|
|
(1,650
|
)
|
|
(892
|
)
|
|||
Net cash flow provided by (used in) investing activities
|
(100,908
|
)
|
|
(54,473
|
)
|
|
(136,103
|
)
|
|||
Cash flows from financing activities:
|
|
|
|
|
|
||||||
Proceeds from issuance of long-term debt
|
138,688
|
|
|
—
|
|
|
103,500
|
|
|||
Payment of financing costs
|
(1,925
|
)
|
|
—
|
|
|
(2,035
|
)
|
|||
Minimum tax withholding on share based awards
|
(3,160
|
)
|
|
(5,944
|
)
|
|
—
|
|
|||
Distributions to non-controlling interests
|
(5,017
|
)
|
|
(3,723
|
)
|
|
(5,735
|
)
|
|||
Proceeds from exercise of common stock warrants
|
263
|
|
|
—
|
|
|
|
|
|||
Return of capital paid
|
—
|
|
|
(1,471
|
)
|
|
(1,500
|
)
|
|||
Net cash flow provided by (used in) financing activities
|
128,849
|
|
|
(11,138
|
)
|
|
94,230
|
|
|||
Net foreign currency translation adjustment on cash
|
(14,163
|
)
|
|
(3,283
|
)
|
|
(240
|
)
|
|||
Increase (decrease) in cash and cash equivalents
|
91,164
|
|
|
(21,441
|
)
|
|
13,109
|
|
|||
Cash and cash equivalents, beginning of period
|
100,873
|
|
|
122,314
|
|
|
109,205
|
|
|||
Cash and cash equivalents, at end of period
|
$
|
192,037
|
|
|
$
|
100,873
|
|
|
$
|
122,314
|
|
|
Useful Life (Years)
|
Buildings
|
20 - 40
|
Machinery and equipment
|
|
Tooling
|
10 - 25
|
Machinery and equipment
|
5 - 25
|
Molds and dies
|
12 - 25
|
Office equipment, fixtures and fittings
|
3 - 12
|
|
Estimated Useful Life
|
Customer relationships
|
Over expected relationship period, not exceeding 10 years
|
Non-compete agreements
|
Over life of the agreement
|
Patents
|
Over expected useful life, not exceeding 17 years
|
System software development
|
Over expected useful life, not exceeding 5 years
|
Supply agreements
|
Over life of the agreement
|
Acquired trademarks and tradenames
|
Over expected useful life
|
|
Year Ended
|
||||||||||
(In thousands)
|
December 28, 2014
|
|
December 29, 2013
|
|
December 30, 2012
|
||||||
Balance at beginning of period
|
$
|
1,914
|
|
|
$
|
1,368
|
|
|
$
|
1,366
|
|
Additions charged to expense
|
4,674
|
|
|
1,851
|
|
|
1,470
|
|
|||
Deductions
|
(3,033
|
)
|
|
(1,305
|
)
|
|
(1,468
|
)
|
|||
Balance at end of period
|
$
|
3,555
|
|
|
$
|
1,914
|
|
|
$
|
1,368
|
|
(In thousands)
|
Harring Acquisition
|
|
Door-Stop Acquisition
|
|
Total 2014 Acquisitions
|
||||||
Accounts receivable
|
$
|
1,180
|
|
|
$
|
2,648
|
|
|
$
|
3,828
|
|
Inventory
|
443
|
|
|
2,665
|
|
|
3,108
|
|
|||
Property, plant and equipment
|
1,167
|
|
|
4,303
|
|
|
5,470
|
|
|||
Goodwill
|
1,951
|
|
|
20,359
|
|
|
22,310
|
|
|||
Intangible assets
|
—
|
|
|
28,776
|
|
|
28,776
|
|
|||
Accounts payable and accrued expenses
|
(731
|
)
|
|
(3,492
|
)
|
|
(4,223
|
)
|
|||
Other assets and liabilities, net
|
(109
|
)
|
|
(4,904
|
)
|
|
(5,013
|
)
|
|||
Cash consideration, net of cash acquired
|
$
|
3,901
|
|
|
$
|
50,355
|
|
|
$
|
54,256
|
|
(In thousands)
|
Year Ended December 28, 2014
|
||
Net sales
|
$
|
42,498
|
|
Net income (loss) attributable to Masonite
|
4,819
|
|
(In thousands)
|
Chile Acquisition
|
||
Inventory
|
$
|
5,174
|
|
Property, plant and equipment
|
6,228
|
|
|
Goodwill
|
316
|
|
|
Other assets and liabilities, net
|
508
|
|
|
Cash consideration
|
$
|
12,226
|
|
(In thousands)
|
Lemieux Acquisition
|
|
Algoma
Acquisition |
|
Baillargeon Acquisition
|
|
Total 2012 Acquisitions
|
||||||||
Accounts receivable
|
$
|
3,547
|
|
|
$
|
8,874
|
|
|
$
|
3,105
|
|
|
$
|
15,526
|
|
Inventory
|
6,013
|
|
|
6,391
|
|
|
1,758
|
|
|
14,162
|
|
||||
Property, plant and equipment
|
15,148
|
|
|
9,658
|
|
|
7,054
|
|
|
31,860
|
|
||||
Goodwill
|
397
|
|
|
20,049
|
|
|
1,113
|
|
|
21,559
|
|
||||
Intangible assets
|
3,900
|
|
|
28,600
|
|
|
—
|
|
|
32,500
|
|
||||
Deferred income taxes
|
(3,023
|
)
|
|
(11,866
|
)
|
|
(929
|
)
|
|
(15,818
|
)
|
||||
Other assets and liabilities, net
|
(3,915
|
)
|
|
(6,073
|
)
|
|
(2,158
|
)
|
|
(12,146
|
)
|
||||
Cash consideration, net of cash acquired
|
$
|
22,067
|
|
|
$
|
55,633
|
|
|
$
|
9,943
|
|
|
$
|
87,643
|
|
|
Year Ended December 28, 2014
|
||||||||||||||
(In thousands)
|
Lemieux
|
|
Algoma
|
|
Baillargeon
|
|
Total
|
||||||||
Net sales
|
$
|
66,292
|
|
|
$
|
64,426
|
|
|
$
|
18,933
|
|
|
$
|
149,651
|
|
Net income (loss) attributable to Masonite
|
7,460
|
|
|
(1,400
|
)
|
|
413
|
|
|
6,473
|
|
||||
|
|
|
|
|
|
|
|
||||||||
|
Year Ended December 29, 2013
|
||||||||||||||
(In thousands)
|
Lemieux
|
|
Algoma
|
|
Baillargeon
|
|
Total
|
||||||||
Net sales
|
$
|
60,055
|
|
|
$
|
65,309
|
|
|
$
|
20,331
|
|
|
$
|
145,695
|
|
Net income (loss) attributable to Masonite
|
6,144
|
|
|
936
|
|
|
1,781
|
|
|
8,861
|
|
||||
|
|
|
|
|
|
|
|
||||||||
|
Year Ended December 30, 2012
|
||||||||||||||
(In thousands)
|
Lemieux
|
|
Algoma
|
|
Baillargeon
|
|
Total
|
||||||||
Net sales
|
$
|
17,296
|
|
|
$
|
47,179
|
|
|
$
|
15,843
|
|
|
$
|
80,318
|
|
Net income (loss) attributable to Masonite
|
681
|
|
|
1,024
|
|
|
1,021
|
|
|
2,726
|
|
|
Year Ended December 28, 2014
|
||||||||||
(In thousands, except per share amounts)
|
Masonite
|
|
Door-Stop
|
|
Pro Forma
|
||||||
Net sales
|
$
|
1,837,700
|
|
|
$
|
6,659
|
|
|
$
|
1,844,359
|
|
Net income (loss) attributable to Masonite
|
(37,340
|
)
|
|
624
|
|
|
(36,716
|
)
|
|||
|
|
|
|
|
|
||||||
Basic earnings (loss) per common share
|
$
|
(1.26
|
)
|
|
|
|
$
|
(1.24
|
)
|
||
Diluted earnings (loss) per common share
|
$
|
(1.26
|
)
|
|
|
|
$
|
(1.24
|
)
|
|
Year Ended December 29, 2013
|
||||||||||
(In thousands, except per share amounts)
|
Masonite
|
|
Door-Stop
|
|
Pro Forma
|
||||||
Net sales
|
$
|
1,731,143
|
|
|
$
|
38,824
|
|
|
$
|
1,769,967
|
|
Net income (loss) attributable to Masonite
|
(11,010
|
)
|
|
3,227
|
|
|
(7,783
|
)
|
|||
|
|
|
|
|
|
||||||
Basic earnings (loss) per common share
|
$
|
(0.39
|
)
|
|
|
|
$
|
(0.28
|
)
|
||
Diluted earnings (loss) per common share
|
$
|
(0.39
|
)
|
|
|
|
$
|
(0.28
|
)
|
|
Year Ended December 30, 2012
|
||||||||||
(In thousands, except per share amounts)
|
Masonite
|
|
2012 Acquisitions
|
|
Pro Forma
|
||||||
Net sales
|
$
|
1,676,005
|
|
|
$
|
50,267
|
|
|
$
|
1,726,272
|
|
Net income (loss) attributable to Masonite
|
(23,245
|
)
|
|
1,298
|
|
|
(21,947
|
)
|
|||
|
|
|
|
|
|
||||||
Basic earnings (loss) per common share
|
$
|
(0.84
|
)
|
|
|
|
$
|
(0.79
|
)
|
||
Diluted earnings (loss) per common share
|
$
|
(0.84
|
)
|
|
|
|
$
|
(0.79
|
)
|
(In thousands)
|
North America Segment
|
|
Europe, Asia and Latin America Segment
|
|
Total
|
||||||
December 30, 2012
|
$
|
78,122
|
|
|
$
|
—
|
|
|
$
|
78,122
|
|
Goodwill from 2013 acquisition
|
316
|
|
|
—
|
|
|
316
|
|
|||
Foreign exchange fluctuations
|
(34
|
)
|
|
—
|
|
|
(34
|
)
|
|||
December 29, 2013
|
78,404
|
|
|
—
|
|
|
78,404
|
|
|||
|
|
|
|
|
|
||||||
Goodwill from 2014 acquisitions
|
1,951
|
|
|
20,359
|
|
|
22,310
|
|
|||
Foreign exchange fluctuations
|
(537
|
)
|
|
(978
|
)
|
|
(1,515
|
)
|
|||
December 28, 2014
|
$
|
79,818
|
|
|
$
|
19,381
|
|
|
$
|
99,199
|
|
(In thousands)
|
Customer Relationships
|
|
Patents
|
|
Software
|
|
Other
|
|
Trademarks and Tradenames
|
|
Total
|
||||||||||||
Net book value
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
December 29, 2013
|
$
|
60,487
|
|
|
$
|
15,595
|
|
|
$
|
11,895
|
|
|
$
|
5,034
|
|
|
$
|
110,703
|
|
|
$
|
203,714
|
|
Acquisitions
|
25,501
|
|
|
—
|
|
|
333
|
|
|
275
|
|
|
2,667
|
|
|
28,776
|
|
||||||
Additions (write-offs)
|
(453
|
)
|
|
1,084
|
|
|
1,233
|
|
|
(2,741
|
)
|
|
(1,403
|
)
|
|
(2,280
|
)
|
||||||
Amortization
|
(12,010
|
)
|
|
(2,591
|
)
|
|
(3,652
|
)
|
|
(1,353
|
)
|
|
—
|
|
|
(19,606
|
)
|
||||||
Translation adjustment
|
(1,685
|
)
|
|
(462
|
)
|
|
(236
|
)
|
|
6
|
|
|
(4,855
|
)
|
|
(7,232
|
)
|
||||||
December 28, 2014
|
$
|
71,840
|
|
|
$
|
13,626
|
|
|
$
|
9,573
|
|
|
$
|
1,221
|
|
|
$
|
107,112
|
|
|
$
|
203,372
|
|
(In thousands)
|
Customer Relationships
|
|
Patents
|
|
Software
|
|
Other
|
|
Trademarks and Tradenames
|
|
Total
|
||||||||||||
Net book value
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
December 30, 2012
|
$
|
70,791
|
|
|
$
|
16,904
|
|
|
$
|
13,738
|
|
|
$
|
7,013
|
|
|
$
|
111,178
|
|
|
$
|
219,624
|
|
Additions (write-offs)
|
—
|
|
|
1,269
|
|
|
1,460
|
|
|
—
|
|
|
—
|
|
|
2,729
|
|
||||||
Amortization
|
(9,798
|
)
|
|
(2,584
|
)
|
|
(3,179
|
)
|
|
(1,497
|
)
|
|
—
|
|
|
(17,058
|
)
|
||||||
Translation adjustment
|
(506
|
)
|
|
6
|
|
|
(124
|
)
|
|
(482
|
)
|
|
(475
|
)
|
|
(1,581
|
)
|
||||||
December 29, 2013
|
$
|
60,487
|
|
|
$
|
15,595
|
|
|
$
|
11,895
|
|
|
$
|
5,034
|
|
|
$
|
110,703
|
|
|
$
|
203,714
|
|
|
December 28, 2014
|
||||||||||||||
(In thousands)
|
Cost
|
|
Accumulated Amortization
|
|
Translation Adjustment
|
|
Net Book Value
|
||||||||
Definite life intangible assets:
|
|
|
|
|
|
|
|
||||||||
Customer relationships
|
$
|
107,381
|
|
|
$
|
(33,181
|
)
|
|
$
|
(2,360
|
)
|
|
$
|
71,840
|
|
Patents
|
28,630
|
|
|
(14,696
|
)
|
|
(308
|
)
|
|
13,626
|
|
||||
Software
|
28,832
|
|
|
(19,322
|
)
|
|
63
|
|
|
9,573
|
|
||||
Other
|
9,457
|
|
|
(6,810
|
)
|
|
(1,426
|
)
|
|
1,221
|
|
||||
|
174,300
|
|
|
(74,009
|
)
|
|
(4,031
|
)
|
|
96,260
|
|
||||
Indefinite life intangible assets:
|
|
|
|
|
|
|
|
||||||||
Trademarks and tradenames
|
111,053
|
|
|
—
|
|
|
(3,941
|
)
|
|
107,112
|
|
||||
Total intangible assets
|
$
|
285,353
|
|
|
$
|
(74,009
|
)
|
|
$
|
(7,972
|
)
|
|
$
|
203,372
|
|
|
December 29, 2013
|
||||||||||||||
(In thousands)
|
Cost
|
|
Accumulated Amortization
|
|
Translation Adjustment
|
|
Net Book Value
|
||||||||
Definite life intangible assets:
|
|
|
|
|
|
|
|
||||||||
Customer relationships
|
$
|
82,333
|
|
|
$
|
(21,171
|
)
|
|
$
|
(675
|
)
|
|
$
|
60,487
|
|
Patents
|
27,546
|
|
|
(12,105
|
)
|
|
154
|
|
|
15,595
|
|
||||
Software
|
27,266
|
|
|
(15,670
|
)
|
|
299
|
|
|
11,895
|
|
||||
Other
|
11,923
|
|
|
(5,457
|
)
|
|
(1,432
|
)
|
|
5,034
|
|
||||
|
149,068
|
|
|
(54,403
|
)
|
|
(1,654
|
)
|
|
93,011
|
|
||||
Indefinite life intangible assets:
|
|
|
|
|
|
|
|
||||||||
Trademarks and tradenames
|
109,789
|
|
|
—
|
|
|
914
|
|
|
110,703
|
|
||||
Total intangible assets
|
$
|
258,857
|
|
|
$
|
(54,403
|
)
|
|
$
|
(740
|
)
|
|
$
|
203,714
|
|
(In thousands)
|
|
||
Fiscal year:
|
|
||
2015
|
$
|
18,703
|
|
2016
|
17,335
|
|
|
2017
|
15,239
|
|
|
2018
|
12,008
|
|
|
2019
|
11,617
|
|
|
Year Ended
|
||||||||||
(In thousands)
|
December 28, 2014
|
|
December 29, 2013
|
|
December 30, 2012
|
||||||
Balance at beginning of period
|
$
|
3,764
|
|
|
$
|
3,871
|
|
|
$
|
2,510
|
|
Additions charged to expense
|
2,522
|
|
|
1,989
|
|
|
2,077
|
|
|||
Deductions
|
(3,670
|
)
|
|
(2,096
|
)
|
|
(716
|
)
|
|||
Balance at end of period
|
$
|
2,616
|
|
|
$
|
3,764
|
|
|
$
|
3,871
|
|
(In thousands)
|
December 28,
2014 |
|
December 29,
2013 |
||||
Raw materials
|
$
|
155,012
|
|
|
$
|
151,065
|
|
Finished goods
|
67,720
|
|
|
67,283
|
|
||
Inventories, net
|
$
|
222,732
|
|
|
$
|
218,348
|
|
|
Year Ended
|
||||||||||
(In thousands)
|
December 28, 2014
|
|
December 29, 2013
|
|
December 30, 2012
|
||||||
Balance at beginning of period
|
$
|
8,351
|
|
|
$
|
7,561
|
|
|
$
|
10,520
|
|
Additions charged to expense
|
1,730
|
|
|
2,051
|
|
|
2,158
|
|
|||
Deductions
|
(3,533
|
)
|
|
(1,261
|
)
|
|
(5,117
|
)
|
|||
Balance at end of period
|
$
|
6,548
|
|
|
$
|
8,351
|
|
|
$
|
7,561
|
|
(In thousands)
|
December 28,
2014 |
|
December 29,
2013 |
||||
Land
|
$
|
44,971
|
|
|
$
|
50,190
|
|
Buildings
|
170,344
|
|
|
192,782
|
|
||
Machinery and equipment
|
530,599
|
|
|
559,776
|
|
||
Property, plant and equipment, gross
|
745,914
|
|
|
802,748
|
|
||
Accumulated depreciation
|
(169,680
|
)
|
|
(172,469
|
)
|
||
Property, plant and equipment, net
|
$
|
576,234
|
|
|
$
|
630,279
|
|
(In thousands)
|
December 28,
2014 |
|
December 29,
2013 |
||||
8.25% Senior Notes due 2021
|
$
|
500,000
|
|
|
$
|
375,000
|
|
Unamortized premium on Senior Notes
|
11,920
|
|
|
2,809
|
|
||
Capital lease obligations and other long-term debt
|
—
|
|
|
52
|
|
||
Total long-term debt
|
$
|
511,920
|
|
|
$
|
377,861
|
|
Year Ended December 28, 2014
|
Stock Appreciation Rights
|
|
Aggregate Intrinsic Value (in thousands)
|
|
Weighted Average Exercise Price
|
|
Average Remaining Contractual Life (Years)
|
|||||
Outstanding, beginning of period
|
1,812,658
|
|
|
$
|
59,525
|
|
|
$
|
18.16
|
|
|
6.4
|
Exercised
|
(560,568
|
)
|
|
23,400
|
|
|
14.15
|
|
|
|
||
Cancelled
|
(20,622
|
)
|
|
|
|
38.48
|
|
|
|
|||
Outstanding, end of period
|
1,231,468
|
|
|
$
|
48,516
|
|
|
$
|
19.59
|
|
|
5.9
|
|
|
|
|
|
|
|
|
|||||
Exercisable, end of period
|
907,716
|
|
|
$
|
38,589
|
|
|
$
|
16.48
|
|
|
5.1
|
Year Ended December 29, 2013
|
Stock Appreciation Rights
|
|
Aggregate Intrinsic Value (in thousands)
|
|
Weighted Average Exercise Price
|
|
Average Remaining Contractual Life (Years)
|
|||||
Outstanding, beginning of period
|
2,628,448
|
|
|
$
|
21,005
|
|
|
$
|
15.76
|
|
|
6.9
|
Granted
|
245,238
|
|
|
|
|
34.87
|
|
|
|
|||
Exercised
|
(1,017,137
|
)
|
|
33,418
|
|
|
16.13
|
|
|
|
||
Cancelled
|
(43,891
|
)
|
|
|
|
15.89
|
|
|
|
|||
Outstanding, end of period
|
1,812,658
|
|
|
$
|
59,525
|
|
|
$
|
18.16
|
|
|
6.4
|
|
|
|
|
|
|
|
|
|||||
Exercisable, end of period
|
1,350,928
|
|
|
$
|
48,690
|
|
|
$
|
14.96
|
|
|
5.6
|
Year Ended December 30, 2012
|
Stock Appreciation Rights
|
|
Aggregate Intrinsic Value (in thousands)
|
|
Weighted Average Exercise Price
|
|
Average Remaining Contractual Life (Years)
|
|||||
Outstanding, beginning of period
|
2,627,379
|
|
|
$
|
4,164
|
|
|
$
|
15.76
|
|
|
7.9
|
Granted
|
47,000
|
|
|
|
|
17.26
|
|
|
|
|||
Cancelled
|
(45,931
|
)
|
|
|
|
15.00
|
|
|
|
|||
Outstanding, end of period
|
2,628,448
|
|
|
$
|
21,005
|
|
|
$
|
15.76
|
|
|
6.9
|
|
|
|
|
|
|
|
|
|||||
Exercisable, end of period
|
1,881,158
|
|
|
$
|
16,278
|
|
|
$
|
15.12
|
|
|
6.5
|
|
2013 Grants
|
|
2012 Grants
|
||||
Option Value (model conclusion)
|
$
|
9.68
|
|
|
$
|
4.46
|
|
Risk-free rate
|
1.7
|
%
|
|
0.3
|
%
|
||
Expected dividend yield
|
0.0
|
%
|
|
0.0
|
%
|
||
Expected volatility
|
35.2
|
%
|
|
49.0
|
%
|
||
Expected term (in years)
|
6.4
|
|
|
1.8
|
|
|
Year Ended
|
|||||||||||||||||||
|
December 28, 2014
|
|
December 29, 2013
|
|
December 30, 2012
|
|||||||||||||||
|
Total Restricted Stock Units Outstanding
|
|
Weighted Average Grant Date Fair Value
|
|
Total Restricted Stock Units Outstanding
|
|
Weighted Average Grant Date Fair Value
|
|
Total Restricted Stock Units Outstanding
|
|
Weighted Average Grant Date Fair Value
|
|||||||||
Outstanding, beginning of period
|
618,963
|
|
|
$
|
22.09
|
|
|
921,946
|
|
|
$
|
17.75
|
|
|
886,830
|
|
|
$
|
18.48
|
|
Granted
|
209,240
|
|
|
—
|
|
|
339,038
|
|
|
|
|
|
491,980
|
|
|
|
||||
Delivered
|
(208,477
|
)
|
|
|
|
(566,376
|
)
|
|
|
|
(417,655
|
)
|
|
|
||||||
Withheld to cover
(1)
|
(59,066
|
)
|
|
|
|
(65,406
|
)
|
|
|
|
(9,555
|
)
|
|
|
||||||
Cancelled
|
(17,287
|
)
|
|
|
|
(10,239
|
)
|
|
|
|
(29,654
|
)
|
|
|
||||||
Outstanding, end of period
|
543,373
|
|
|
$
|
34.56
|
|
|
618,963
|
|
|
$
|
22.09
|
|
|
921,946
|
|
|
$
|
17.75
|
|
|
Year Ended
|
||||||||||
(In thousands)
|
December 28, 2014
|
|
December 29, 2013
|
|
December 30, 2012
|
||||||
Components of net periodic benefit cost:
|
|
|
|
|
|
||||||
Service cost
|
$
|
261
|
|
|
$
|
384
|
|
|
$
|
809
|
|
Interest cost
|
5,062
|
|
|
4,662
|
|
|
4,680
|
|
|||
Expected return on assets
|
(5,951
|
)
|
|
(5,116
|
)
|
|
(4,509
|
)
|
|||
Amortization of actuarial net losses
|
—
|
|
|
1,413
|
|
|
1,841
|
|
|||
Net pension expense
|
$
|
(628
|
)
|
|
$
|
1,343
|
|
|
$
|
2,821
|
|
(In thousands)
|
December 28, 2014
|
|
December 29, 2013
|
||||
Pension assets:
|
|
|
|
||||
Fair value of plan assets, beginning of year
|
$
|
84,501
|
|
|
$
|
74,531
|
|
Company contributions
|
5,441
|
|
|
3,200
|
|
||
Actual return on plan assets
|
6,480
|
|
|
11,892
|
|
||
Benefits paid
|
(5,350
|
)
|
|
(4,882
|
)
|
||
Administrative expenses paid
|
(348
|
)
|
|
(240
|
)
|
||
Fair value of plan assets, end of year
|
90,724
|
|
|
84,501
|
|
||
Pension liability:
|
|
|
|
||||
Accrued benefit obligation, beginning of year
|
105,821
|
|
|
114,910
|
|
||
Current service cost
|
261
|
|
|
384
|
|
||
Interest cost
|
5,062
|
|
|
4,662
|
|
||
Actuarial loss (gain)
|
10,857
|
|
|
(9,013
|
)
|
||
Benefits paid
|
(5,350
|
)
|
|
(4,882
|
)
|
||
Administrative expenses paid
|
(348
|
)
|
|
(240
|
)
|
||
Accrued benefit obligation, end of year
|
116,303
|
|
|
105,821
|
|
||
Net accrued benefit obligation, end of year
|
$
|
25,579
|
|
|
$
|
21,320
|
|
|
December 28, 2014
|
|
December 29, 2013
|
||||||||||
(In thousands)
|
Amount
|
|
% of Total Plan
|
|
Amount
|
|
% of Total Plan
|
||||||
Equity securities
|
$
|
54,434
|
|
|
60.0
|
%
|
|
$
|
51,715
|
|
|
61.2
|
%
|
Debt securities
|
35,382
|
|
|
39.0
|
%
|
|
31,519
|
|
|
37.3
|
%
|
||
Other
|
908
|
|
|
1.0
|
%
|
|
1,267
|
|
|
1.5
|
%
|
||
|
$
|
90,724
|
|
|
100.0
|
%
|
|
$
|
84,501
|
|
|
100.0
|
%
|
|
Year Ended
|
|||||||
|
December 28, 2014
|
|
December 29, 2013
|
|
December 30, 2012
|
|||
Discount rate applied for:
|
|
|
|
|
|
|||
Accrued benefit obligation
|
4.1
|
%
|
|
5.0
|
%
|
|
4.1
|
%
|
Net periodic pension cost
|
5.0
|
%
|
|
4.1
|
%
|
|
4.2
|
%
|
Expected long-term rate of return on plan assets
|
7.0
|
%
|
|
7.0
|
%
|
|
7.0
|
%
|
|
Year Ended
|
||||||||||
(In thousands)
|
December 28, 2014
|
|
December 29, 2013
|
|
December 30, 2012
|
||||||
Components of net periodic benefit cost:
|
|
|
|
|
|
||||||
Interest cost
|
$
|
1,335
|
|
|
$
|
1,329
|
|
|
$
|
1,248
|
|
Expected return on assets
|
(1,041
|
)
|
|
(974
|
)
|
|
(947
|
)
|
|||
Net pension expense
|
$
|
294
|
|
|
$
|
355
|
|
|
$
|
301
|
|
(In thousands)
|
December 28, 2014
|
|
December 29, 2013
|
||||
Pension assets:
|
|
|
|
||||
Fair value of plan assets, beginning of year
|
$
|
22,239
|
|
|
$
|
20,143
|
|
Company contributions
|
789
|
|
|
890
|
|
||
Actual return on plan assets
|
2,594
|
|
|
1,681
|
|
||
Benefits paid
|
(1,285
|
)
|
|
(874
|
)
|
||
Translation adjustment
|
(1,248
|
)
|
|
399
|
|
||
Fair value of plan assets, end of year
|
23,089
|
|
|
22,239
|
|
||
Pension liability:
|
|
|
|
||||
Accrued benefit obligation, beginning of year
|
30,627
|
|
|
28,950
|
|
||
Interest cost
|
1,335
|
|
|
1,329
|
|
||
Actuarial loss (gain)
|
2,615
|
|
|
821
|
|
||
Benefits paid
|
(1,285
|
)
|
|
(874
|
)
|
||
Translation adjustment
|
(1,704
|
)
|
|
401
|
|
||
Accrued benefit obligation, end of year
|
31,588
|
|
|
30,627
|
|
||
Net accrued benefit obligation, end of year
|
$
|
8,499
|
|
|
$
|
8,388
|
|
|
December 28, 2014
|
|
December 29, 2013
|
||||||||||
(In thousands)
|
Amount
|
|
% of Total Plan
|
|
Amount
|
|
% of Total Plan
|
||||||
Equity securities
|
$
|
10,784
|
|
|
46.7
|
%
|
|
$
|
11,172
|
|
|
50.2
|
%
|
Debt securities
|
12,238
|
|
|
53.0
|
%
|
|
10,824
|
|
|
48.7
|
%
|
||
Other
|
67
|
|
|
0.3
|
%
|
|
243
|
|
|
1.1
|
%
|
||
Total plan assets
|
$
|
23,089
|
|
|
100.0
|
%
|
|
$
|
22,239
|
|
|
100.0
|
%
|
|
Year Ended
|
|||||||
|
December 28, 2014
|
|
December 29, 2013
|
|
December 30, 2012
|
|||
Discount rate applied for:
|
|
|
|
|
|
|||
Accrued benefit obligation
|
3.6
|
%
|
|
4.4
|
%
|
|
4.4
|
%
|
Net periodic pension cost
|
3.6
|
%
|
|
4.4
|
%
|
|
4.4
|
%
|
Expected long-term rate of return on plan assets
|
4.2
|
%
|
|
5.2
|
%
|
|
5.0
|
%
|
(In thousands)
|
Expected Future Benefit Payments
|
||
Fiscal year:
|
|
||
2015
|
$
|
6,615
|
|
2016
|
6,859
|
|
|
2017
|
7,097
|
|
|
2018
|
7,358
|
|
|
2019
|
7,656
|
|
|
2020 through 2024
|
41,754
|
|
|
Total estimated future benefit payments
|
$
|
77,339
|
|
|
Year Ended
|
||||||||||||||||||||||||||||||||||||||||||
|
December 28, 2014
|
|
December 29, 2013
|
|
December 30, 2012
|
||||||||||||||||||||||||||||||||||||||
(In thousands)
|
North America
|
|
Europe, Asia and Latin America
|
|
Africa
|
|
Total
|
|
North America
|
|
Europe, Asia and Latin America
|
|
Africa
|
|
Total
|
|
North America
|
|
Europe, Asia and Latin America
|
|
Total
|
||||||||||||||||||||||
2014 Plan
|
$
|
—
|
|
|
$
|
9,503
|
|
|
$
|
—
|
|
|
$
|
9,503
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
2013 Plan
|
541
|
|
|
656
|
|
|
7
|
|
|
1,204
|
|
|
2,408
|
|
|
3,008
|
|
|
1,142
|
|
|
6,558
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||||||
2012 Plan
|
92
|
|
|
338
|
|
|
—
|
|
|
430
|
|
|
383
|
|
|
2,841
|
|
|
—
|
|
|
3,224
|
|
|
3,772
|
|
|
7,357
|
|
|
11,129
|
|
|||||||||||
2011 Plan
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(51
|
)
|
|
353
|
|
|
302
|
|
|||||||||||
2009 and Prior Plans
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
848
|
|
|
—
|
|
|
848
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||||||
Total Restructuring Costs
|
$
|
633
|
|
|
$
|
10,497
|
|
|
$
|
7
|
|
|
$
|
11,137
|
|
|
$
|
2,791
|
|
|
$
|
6,697
|
|
|
$
|
1,142
|
|
|
$
|
10,630
|
|
|
$
|
3,721
|
|
|
$
|
7,710
|
|
|
$
|
11,431
|
|
|
Cumulative Amount Incurred Through
|
||||||||||||||
|
December 28, 2014
|
||||||||||||||
(In thousands)
|
North America
|
|
Europe, Asia and Latin America
|
|
Africa
|
|
Total
|
||||||||
2014 Plan
|
$
|
—
|
|
|
$
|
9,503
|
|
|
$
|
—
|
|
|
$
|
9,503
|
|
2013 Plan
|
2,949
|
|
|
3,664
|
|
|
1,149
|
|
|
7,762
|
|
||||
2012 Plan
|
4,247
|
|
|
10,536
|
|
|
—
|
|
|
14,783
|
|
||||
2011 Plan
|
856
|
|
|
3,718
|
|
|
—
|
|
|
4,574
|
|
||||
2010 Plan
|
3,552
|
|
|
3,831
|
|
|
—
|
|
|
7,383
|
|
||||
2009 and Prior Plans
|
1,741
|
|
|
2,117
|
|
|
—
|
|
|
3,858
|
|
||||
Total Restructuring Costs
|
$
|
13,345
|
|
|
$
|
33,369
|
|
|
$
|
1,149
|
|
|
$
|
47,863
|
|
(In thousands)
|
December 29,
2013 |
|
Severance
|
|
Closure Costs
|
|
Cash Payments
|
|
Non-Cash Items
|
|
December 28,
2014 |
||||||||||||
2014 Plan
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
9,503
|
|
|
$
|
1,087
|
|
|
$
|
7,577
|
|
|
$
|
839
|
|
2013 Plan
|
2,348
|
|
|
(22
|
)
|
|
1,226
|
|
|
3,211
|
|
|
—
|
|
|
341
|
|
||||||
2012 Plans
|
714
|
|
|
236
|
|
|
194
|
|
|
810
|
|
|
—
|
|
|
334
|
|
||||||
2009 and Prior Plans
|
1,347
|
|
|
—
|
|
|
—
|
|
|
528
|
|
|
—
|
|
|
819
|
|
||||||
Total
|
$
|
4,409
|
|
|
$
|
214
|
|
|
$
|
10,923
|
|
|
$
|
5,636
|
|
|
$
|
7,577
|
|
|
$
|
2,333
|
|
(In thousands)
|
December 30,
2012 |
|
Severance
|
|
Closure Costs
|
|
Cash Payments
|
|
Non-Cash Items
|
|
December 29,
2013 |
||||||||||||
2013 Plan
|
$
|
—
|
|
|
$
|
4,901
|
|
|
$
|
1,657
|
|
|
$
|
2,843
|
|
|
$
|
1,367
|
|
|
$
|
2,348
|
|
2012 Plans
|
2,893
|
|
|
377
|
|
|
2,847
|
|
|
5,403
|
|
|
—
|
|
|
714
|
|
||||||
2009 and Prior Plans
|
1,675
|
|
|
—
|
|
|
848
|
|
|
1,176
|
|
|
—
|
|
|
1,347
|
|
||||||
Total
|
$
|
4,568
|
|
|
$
|
5,278
|
|
|
$
|
5,352
|
|
|
$
|
9,422
|
|
|
$
|
1,367
|
|
|
$
|
4,409
|
|
(In thousands)
|
January 1,
2012 |
|
Severance
|
|
Closure Costs
|
|
Cash Payments
|
|
Non-Cash Items
|
|
December 30,
2012 |
||||||||||||
2012 Plans
|
$
|
—
|
|
|
$
|
6,115
|
|
|
$
|
5,014
|
|
|
$
|
6,972
|
|
|
$
|
1,264
|
|
|
$
|
2,893
|
|
2011 Plans
|
401
|
|
|
353
|
|
|
(51
|
)
|
|
703
|
|
|
—
|
|
|
—
|
|
||||||
2009 and Prior Plans
|
3,130
|
|
|
—
|
|
|
—
|
|
|
1,455
|
|
|
—
|
|
|
1,675
|
|
||||||
Total
|
$
|
3,531
|
|
|
$
|
6,468
|
|
|
$
|
4,963
|
|
|
$
|
9,130
|
|
|
$
|
1,264
|
|
|
$
|
4,568
|
|
|
Year Ended
|
||||||||||
(In thousands)
|
December 28, 2014
|
|
December 29, 2013
|
|
December 30, 2012
|
||||||
Income (loss) from continuing operations before income tax expense (benefit):
|
|
|
|
|
|
||||||
Canada
|
$
|
(32,093
|
)
|
|
$
|
(12,976
|
)
|
|
$
|
(27,444
|
)
|
Foreign
|
3,138
|
|
|
(16,763
|
)
|
|
(7,723
|
)
|
|||
Total income (loss) from continuing operations before income tax expense (benefit):
|
$
|
(28,955
|
)
|
|
$
|
(29,739
|
)
|
|
$
|
(35,167
|
)
|
|
Year Ended
|
||||||||||
(In thousands)
|
December 28, 2014
|
|
December 29, 2013
|
|
December 30, 2012
|
||||||
Current income tax expense (benefit):
|
|
|
|
|
|
||||||
Canada
|
$
|
4,458
|
|
|
$
|
4,160
|
|
|
$
|
2,050
|
|
Foreign
|
2,045
|
|
|
(2,360
|
)
|
|
202
|
|
|||
Total current income tax expense (benefit):
|
6,503
|
|
|
1,800
|
|
|
2,252
|
|
|||
|
|
|
|
|
|
||||||
Deferred income tax expense (benefit):
|
|
|
|
|
|
||||||
Canada
|
1,345
|
|
|
(9,354
|
)
|
|
(3,892
|
)
|
|||
Foreign
|
(3,315
|
)
|
|
(13,823
|
)
|
|
(11,725
|
)
|
|||
Total deferred income tax expense (benefit)
|
(1,970
|
)
|
|
(23,177
|
)
|
|
(15,617
|
)
|
|||
Income tax expense (benefit)
|
$
|
4,533
|
|
|
$
|
(21,377
|
)
|
|
$
|
(13,365
|
)
|
|
Year Ended
|
||||||||||
(In thousands)
|
December 28, 2014
|
|
December 29, 2013
|
|
December 30, 2012
|
||||||
Income tax expense (benefit) computed at statutory income tax rate
|
$
|
(7,679
|
)
|
|
$
|
(7,842
|
)
|
|
$
|
(9,095
|
)
|
Foreign rate differential
|
248
|
|
|
(2,586
|
)
|
|
(3,304
|
)
|
|||
Permanent differences
|
(1,314
|
)
|
|
698
|
|
|
2,158
|
|
|||
Deconsolidation
|
(1,679
|
)
|
|
—
|
|
|
—
|
|
|||
Income attributable to a permanent establishment
|
1,623
|
|
|
(794
|
)
|
|
—
|
|
|||
Change in valuation allowance
|
23,352
|
|
|
(6,251
|
)
|
|
6,872
|
|
|||
Tax exempt income
|
(9,643
|
)
|
|
(9,168
|
)
|
|
(7,492
|
)
|
|||
Non-deductible stock compensation
|
270
|
|
|
919
|
|
|
1,651
|
|
|||
Unrealized foreign exchange gains (losses)
|
(573
|
)
|
|
(2,001
|
)
|
|
57
|
|
|||
Unrecognized tax benefits
|
104
|
|
|
(3,851
|
)
|
|
(2,742
|
)
|
|||
Functional currency adjustments
|
1,055
|
|
|
2,840
|
|
|
(377
|
)
|
|||
Change in rate of deferred taxes
|
(787
|
)
|
|
2,874
|
|
|
(1,083
|
)
|
|||
Impact of Canadian tax legislation
|
(900
|
)
|
|
2,657
|
|
|
—
|
|
|||
Other
|
456
|
|
|
1,128
|
|
|
(10
|
)
|
|||
Income tax expense (benefit)
|
$
|
4,533
|
|
|
$
|
(21,377
|
)
|
|
$
|
(13,365
|
)
|
(In thousands)
|
December 28, 2014
|
|
December 29, 2013
|
||||
Deferred income tax assets:
|
|
|
|
||||
Non-capital loss carryforwards
|
$
|
65,497
|
|
|
$
|
62,641
|
|
Capital loss carryforwards
|
3,678
|
|
|
—
|
|
||
Deferred interest expense
|
22,008
|
|
|
22,632
|
|
||
Pension and post-retirement liability
|
13,914
|
|
|
12,519
|
|
||
Amounts currently not deductible for tax purposes
|
17,751
|
|
|
18,778
|
|
||
Unrealized foreign exchange loss (gain)
|
2,747
|
|
|
82
|
|
||
Other
|
6,429
|
|
|
7,133
|
|
||
Total deferred income tax assets
|
132,024
|
|
|
123,785
|
|
||
Valuation allowance
|
(35,766
|
)
|
|
(16,949
|
)
|
||
Total deferred income tax assets, net of valuation allowance
|
96,258
|
|
|
106,836
|
|
||
Deferred income tax liabilities:
|
|
|
|
||||
Plant and equipment
|
(98,890
|
)
|
|
(110,740
|
)
|
||
Intangibles
|
(46,626
|
)
|
|
(47,345
|
)
|
||
Basis difference in subsidiaries
|
(8,708
|
)
|
|
(8,260
|
)
|
||
Other
|
(8,348
|
)
|
|
(8,211
|
)
|
||
Total deferred income tax liabilities
|
(162,572
|
)
|
|
(174,556
|
)
|
||
Net deferred income tax asset (liability)
|
$
|
(66,313
|
)
|
|
$
|
(67,720
|
)
|
|
Year Ended
|
||||||||||
(In thousands)
|
December 28, 2014
|
|
December 29, 2013
|
|
December 30, 2012
|
||||||
Balance at beginning of period
|
$
|
16,949
|
|
|
$
|
24,260
|
|
|
$
|
11,312
|
|
Additions charged to expense and other
|
33,678
|
|
|
4,167
|
|
|
15,421
|
|
|||
Deductions
|
(14,861
|
)
|
|
(11,478
|
)
|
|
(2,473
|
)
|
|||
Balance at end of period
|
$
|
35,766
|
|
|
$
|
16,949
|
|
|
$
|
24,260
|
|
(In thousands)
|
Canada
|
|
United States
|
|
Other Foreign
|
|
Total
|
||||||||
2015-2022
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
7,862
|
|
|
$
|
7,862
|
|
2023-2042
|
97,414
|
|
|
82,759
|
|
|
6,305
|
|
|
186,478
|
|
||||
Indefinitely
|
—
|
|
|
—
|
|
|
61,923
|
|
|
61,923
|
|
||||
Total tax losses carried forward
|
$
|
97,414
|
|
|
$
|
82,759
|
|
|
$
|
76,090
|
|
|
$
|
256,263
|
|
|
Year Ended
|
||||||||||
(In thousands)
|
December 28, 2014
|
|
December 29, 2013
|
|
December 30, 2012
|
||||||
Unrecognized tax benefit at beginning of period
|
$
|
3,917
|
|
|
$
|
5,547
|
|
|
$
|
6,407
|
|
Gross increases in tax positions in current period
|
—
|
|
|
—
|
|
|
—
|
|
|||
Gross decreases in tax positions in prior period
|
(229
|
)
|
|
(1,476
|
)
|
|
(1,050
|
)
|
|||
Gross increases in tax positions in prior period
|
152
|
|
|
—
|
|
|
—
|
|
|||
Settlements
|
—
|
|
|
—
|
|
|
—
|
|
|||
Lapse of statute of limitations
|
(147
|
)
|
|
(154
|
)
|
|
(953
|
)
|
|||
Uncertainties arising from business combinations
|
—
|
|
|
—
|
|
|
1,131
|
|
|||
Cumulative translation adjustment
|
—
|
|
|
—
|
|
|
12
|
|
|||
Unrecognized tax benefit at end of period
|
$
|
3,693
|
|
|
$
|
3,917
|
|
|
$
|
5,547
|
|
|
Year Ended
|
||||||||||
(In thousands)
|
December 28, 2014
|
|
December 29, 2013
|
|
December 30, 2012
|
||||||
Transactions involving cash:
|
|
|
|
|
|
||||||
Interest paid
|
$
|
41,719
|
|
|
$
|
31,233
|
|
|
$
|
30,695
|
|
Interest received
|
683
|
|
|
530
|
|
|
725
|
|
|||
Income taxes paid
|
5,485
|
|
|
7,448
|
|
|
6,101
|
|
|||
Income tax refunds
|
1,504
|
|
|
631
|
|
|
3,891
|
|
|||
Non-cash transactions:
|
|
|
|
|
|
||||||
Property, plant and equipment additions in accounts payable
|
3,630
|
|
|
7,224
|
|
|
1,635
|
|
•
|
depreciation;
|
•
|
amortization;
|
•
|
share based compensation expense;
|
•
|
loss (gain) on disposal of property, plant and equipment;
|
•
|
registration and listing fees;
|
•
|
restructuring costs;
|
•
|
asset impairment;
|
•
|
interest expense (income), net;
|
•
|
other expense (income), net;
|
•
|
income tax expense (benefit);
|
•
|
loss (income) from discontinued operations, net of tax; and
|
•
|
net income (loss) attributable to non-controlling interest.
|
(In thousands)
|
Year Ended December 28, 2014
|
||||||||||||||
(In thousands)
|
North America
|
|
Europe, Asia and Latin America
|
|
Africa
|
|
Total
|
||||||||
Sales
|
$
|
1,396,844
|
|
|
$
|
409,550
|
|
|
$
|
56,579
|
|
|
$
|
1,862,973
|
|
Intersegment sales
|
(813
|
)
|
|
(24,460
|
)
|
|
—
|
|
|
(25,273
|
)
|
||||
Net sales to external customers
|
$
|
1,396,031
|
|
|
$
|
385,090
|
|
|
$
|
56,579
|
|
|
$
|
1,837,700
|
|
|
|
|
|
|
|
|
|
||||||||
Adjusted EBITDA
|
$
|
121,069
|
|
|
$
|
15,755
|
|
|
$
|
263
|
|
|
$
|
137,087
|
|
Depreciation and amortization
|
56,535
|
|
|
22,043
|
|
|
3,766
|
|
|
82,344
|
|
||||
Interest expense (income), net
|
69,559
|
|
|
(28,202
|
)
|
|
168
|
|
|
41,525
|
|
||||
Income tax expense (benefit)
|
6,034
|
|
|
(40
|
)
|
|
(1,461
|
)
|
|
4,533
|
|
(In thousands)
|
Year Ended December 29, 2013
|
||||||||||||||
(In thousands)
|
North America
|
|
Europe, Asia and Latin America
|
|
Africa
|
|
Total
|
||||||||
Sales
|
$
|
1,322,365
|
|
|
$
|
354,615
|
|
|
$
|
69,617
|
|
|
$
|
1,746,597
|
|
Intersegment sales
|
(727
|
)
|
|
(14,686
|
)
|
|
(41
|
)
|
|
(15,454
|
)
|
||||
Net sales to external customers
|
$
|
1,321,638
|
|
|
$
|
339,929
|
|
|
$
|
69,576
|
|
|
$
|
1,731,143
|
|
|
|
|
|
|
|
|
|
||||||||
Adjusted EBITDA
|
$
|
89,220
|
|
|
$
|
11,121
|
|
|
$
|
5,536
|
|
|
$
|
105,877
|
|
Depreciation and amortization
|
58,230
|
|
|
17,135
|
|
|
3,773
|
|
|
79,138
|
|
||||
Interest expense (income), net
|
63,003
|
|
|
(29,911
|
)
|
|
138
|
|
|
33,230
|
|
||||
Income tax expense (benefit)
|
(20,389
|
)
|
|
(1,507
|
)
|
|
519
|
|
|
(21,377
|
)
|
(In thousands)
|
Year Ended December 30, 2012
|
||||||||||||||
(In thousands)
|
North America
|
|
Europe, Asia and Latin America
|
|
Africa
|
|
Total
|
||||||||
Sales
|
$
|
1,225,420
|
|
|
$
|
385,323
|
|
|
$
|
81,801
|
|
|
$
|
1,692,544
|
|
Intersegment sales
|
(1,369
|
)
|
|
(14,988
|
)
|
|
(182
|
)
|
|
(16,539
|
)
|
||||
Net sales to external customers
|
$
|
1,224,051
|
|
|
$
|
370,335
|
|
|
$
|
81,619
|
|
|
$
|
1,676,005
|
|
|
|
|
|
|
|
|
|
||||||||
Adjusted EBITDA
|
$
|
73,786
|
|
|
$
|
17,060
|
|
|
$
|
6,415
|
|
|
$
|
97,261
|
|
Depreciation and amortization
|
54,452
|
|
|
19,829
|
|
|
4,143
|
|
|
78,424
|
|
||||
Interest expense (income), net
|
60,939
|
|
|
(29,422
|
)
|
|
(63
|
)
|
|
31,454
|
|
||||
Income tax expense (benefit)
|
(13,007
|
)
|
|
(828
|
)
|
|
470
|
|
|
(13,365
|
)
|
|
Year Ended
|
||||||||||
(In thousands)
|
December 28, 2014
|
|
December 29, 2013
|
|
December 30, 2012
|
||||||
Adjusted EBITDA
|
$
|
137,087
|
|
|
$
|
105,877
|
|
|
$
|
97,261
|
|
Less (plus):
|
|
|
|
|
|
||||||
Depreciation
|
60,622
|
|
|
62,080
|
|
|
63,348
|
|
|||
Amortization
|
21,722
|
|
|
17,058
|
|
|
15,076
|
|
|||
Share based compensation expense
|
9,605
|
|
|
7,752
|
|
|
6,517
|
|
|||
Loss (gain) on disposal of property, plant and equipment
|
3,816
|
|
|
(1,775
|
)
|
|
2,724
|
|
|||
Registration and listing fees
|
—
|
|
|
2,421
|
|
|
—
|
|
|||
Restructuring costs
|
11,137
|
|
|
10,630
|
|
|
11,431
|
|
|||
Asset impairment
|
18,202
|
|
|
1,904
|
|
|
1,350
|
|
|||
Interest expense (income), net
|
41,525
|
|
|
33,230
|
|
|
31,454
|
|
|||
Other expense (income), net
|
(587
|
)
|
|
2,316
|
|
|
528
|
|
|||
Income tax expense (benefit)
|
4,533
|
|
|
(21,377
|
)
|
|
(13,365
|
)
|
|||
Loss (income) from discontinued operations, net of tax
|
630
|
|
|
598
|
|
|
(1,480
|
)
|
|||
Net income (loss) attributable to non-controlling interest
|
3,222
|
|
|
2,050
|
|
|
2,923
|
|
|||
Net income (loss) attributable to Masonite
|
$
|
(37,340
|
)
|
|
$
|
(11,010
|
)
|
|
$
|
(23,245
|
)
|
|
Year Ended
|
||||||||||
(In thousands)
|
December 28, 2014
|
|
December 29, 2013
|
|
December 30, 2012
|
||||||
Net sales:
|
|
|
|
|
|
||||||
Interior products
|
$
|
1,293,006
|
|
|
$
|
1,260,046
|
|
|
$
|
1,232,990
|
|
Exterior products
|
544,694
|
|
|
471,097
|
|
|
443,015
|
|
|||
|
$
|
1,837,700
|
|
|
$
|
1,731,143
|
|
|
$
|
1,676,005
|
|
|
Year Ended
|
||||||||||
(In thousands)
|
December 28, 2014
|
|
December 29, 2013
|
|
December 30, 2012
|
||||||
Net sales to external customers from facilities in:
|
|
|
|
|
|
||||||
United States
|
$
|
1,073,710
|
|
|
$
|
1,002,689
|
|
|
$
|
941,062
|
|
Canada
|
280,276
|
|
|
280,020
|
|
|
246,900
|
|
|||
Other
|
483,714
|
|
|
448,434
|
|
|
488,043
|
|
|||
Total
|
$
|
1,837,700
|
|
|
$
|
1,731,143
|
|
|
$
|
1,676,005
|
|
(In thousands)
|
December 28, 2014
|
|
December 29, 2013
|
|
December 30, 2012
|
||||||
United States
|
$
|
329,689
|
|
|
$
|
330,640
|
|
|
$
|
333,391
|
|
Canada
|
65,491
|
|
|
75,307
|
|
|
85,801
|
|
|||
Ireland
(1)
|
—
|
|
|
65,772
|
|
|
66,795
|
|
|||
Other
|
181,054
|
|
|
158,560
|
|
|
162,373
|
|
|||
Total
|
$
|
576,234
|
|
|
$
|
630,279
|
|
|
$
|
648,360
|
|
|
Year Ended
|
||||||||||
(In thousands, except share and per share information)
|
December 28, 2014
|
|
December 29, 2013
|
|
December 30, 2012
|
||||||
Net income (loss) attributable to Masonite
|
$
|
(37,340
|
)
|
|
$
|
(11,010
|
)
|
|
$
|
(23,245
|
)
|
Income (loss) from discontinued operations, net of tax
|
(630
|
)
|
|
(598
|
)
|
|
1,480
|
|
|||
Income (loss) from continuing operations attributable to Masonite
|
$
|
(36,710
|
)
|
|
$
|
(10,412
|
)
|
|
$
|
(24,725
|
)
|
|
|
|
|
|
|
||||||
Shares used in computing basic earnings per share
|
29,588,001
|
|
|
28,264,166
|
|
|
27,693,541
|
|
|||
Effect of dilutive securities:
|
|
|
|
|
|
||||||
Incremental shares issuable under share compensation plans
|
—
|
|
|
—
|
|
|
—
|
|
|||
Shares used in computing diluted earnings per share
|
29,588,001
|
|
|
28,264,166
|
|
|
27,693,541
|
|
|||
|
|
|
|
|
|
||||||
Basic earnings (loss) per common share attributable to Masonite:
|
|
|
|
|
|
||||||
Continuing operations attributable to Masonite
|
$
|
(1.24
|
)
|
|
$
|
(0.37
|
)
|
|
$
|
(0.89
|
)
|
Discontinued operations attributable to Masonite, net of tax
|
(0.02
|
)
|
|
(0.02
|
)
|
|
0.05
|
|
|||
Total Basic earnings per common share attributable to Masonite
|
$
|
(1.26
|
)
|
|
$
|
(0.39
|
)
|
|
$
|
(0.84
|
)
|
|
|
|
|
|
|
||||||
Diluted earnings (loss) per common share attributable to Masonite:
|
|
|
|
|
|
||||||
Continuing operations attributable to Masonite
|
$
|
(1.24
|
)
|
|
$
|
(0.37
|
)
|
|
$
|
(0.89
|
)
|
Discontinued operations attributable to Masonite, net of tax
|
(0.02
|
)
|
|
(0.02
|
)
|
|
0.05
|
|
|||
Total Diluted earnings per common share attributable to Masonite
|
$
|
(1.26
|
)
|
|
$
|
(0.39
|
)
|
|
$
|
(0.84
|
)
|
|
|
|
|
|
|
||||||
Incremental shares issuable from anti-dilutive instruments excluded from diluted earnings per common share:
|
|
|
|
|
|
||||||
Warrants
|
2,500,001
|
|
|
5,833,335
|
|
|
5,833,335
|
|
|||
Stock appreciation rights
|
584,812
|
|
|
842,886
|
|
|
1,045,524
|
|
|||
Restricted stock units
|
388,898
|
|
|
477,260
|
|
|
765,345
|
|
|
Year Ended
|
||||||||||
(In thousands)
|
December 28, 2014
|
|
December 29, 2013
|
|
December 30, 2012
|
||||||
Accumulated foreign exchange gains (losses), beginning of period
|
$
|
(8,797
|
)
|
|
$
|
2,538
|
|
|
$
|
(5,489
|
)
|
Foreign exchange gain (loss)
|
(48,667
|
)
|
|
(12,096
|
)
|
|
8,187
|
|
|||
Income tax benefit (expense) on foreign exchange gain (loss)
|
(987
|
)
|
|
—
|
|
|
74
|
|
|||
Less: foreign exchange gain (loss) attributable to non-controlling interest
|
(978
|
)
|
|
(761
|
)
|
|
234
|
|
|||
Accumulated foreign exchange gains (losses), end of period
|
(57,473
|
)
|
|
(8,797
|
)
|
|
2,538
|
|
|||
|
|
|
|
|
|
||||||
Accumulated amortization of actuarial net losses, beginning of period
|
1,890
|
|
|
1,037
|
|
|
—
|
|
|||
Amortization of actuarial net losses
|
—
|
|
|
1,413
|
|
|
1,689
|
|
|||
Income tax benefit (expense) on amortization of actuarial net losses
|
—
|
|
|
(560
|
)
|
|
(652
|
)
|
|||
Accumulated amortization of actuarial net losses, end of period
|
1,890
|
|
|
1,890
|
|
|
1,037
|
|
|||
|
|
|
|
|
|
||||||
Accumulated pension and other post-retirement adjustments, beginning of period
|
(12,694
|
)
|
|
(22,559
|
)
|
|
(22,239
|
)
|
|||
Pension and other post-retirement adjustments
|
(12,045
|
)
|
|
15,571
|
|
|
663
|
|
|||
Income tax benefit (expense) on pension and other post-retirement adjustments
|
4,063
|
|
|
(5,706
|
)
|
|
(983
|
)
|
|||
Accumulated pension and other post-retirement adjustments
|
(20,676
|
)
|
|
(12,694
|
)
|
|
(22,559
|
)
|
|||
|
|
|
|
|
|
||||||
Accumulated other comprehensive income (loss)
|
$
|
(76,259
|
)
|
|
$
|
(19,601
|
)
|
|
$
|
(18,984
|
)
|
|
|
|
|
|
|
||||||
Other comprehensive income (loss), net of tax:
|
$
|
(57,636
|
)
|
|
$
|
(1,378
|
)
|
|
$
|
8,978
|
|
Less: other comprehensive income (loss) attributable to non-controlling interest
|
(978
|
)
|
|
(761
|
)
|
|
234
|
|
|||
Other comprehensive income (loss) attributable to Masonite
|
$
|
(56,658
|
)
|
|
$
|
(617
|
)
|
|
$
|
8,744
|
|
(In thousands)
|
December 28,
2014 |
|
December 29,
2013 |
||||
Current assets
|
$
|
8,346
|
|
|
$
|
9,524
|
|
Property, plant and equipment, net
|
17,788
|
|
|
19,543
|
|
||
Long-term deferred income taxes
|
12,321
|
|
|
14,998
|
|
||
Other assets, net
|
2,234
|
|
|
2,363
|
|
||
Current liabilities
|
(2,496
|
)
|
|
(2,916
|
)
|
||
Other long-term liabilities
|
(4,479
|
)
|
|
(5,746
|
)
|
||
Non-controlling interest
|
(7,785
|
)
|
|
(7,093
|
)
|
||
Net assets of the VIE consolidated by Masonite
|
$
|
25,929
|
|
|
$
|
30,673
|
|
|
Quarter Ended
|
||||||||||||||
(In thousands, except per share information)
|
December 28,
2014 |
|
September 28,
2014 |
|
June 29,
2014 |
|
March 30,
2014 |
||||||||
Net sales
|
$
|
448,940
|
|
|
$
|
476,124
|
|
|
$
|
490,176
|
|
|
$
|
422,460
|
|
Cost of goods sold
|
381,364
|
|
|
409,894
|
|
|
411,569
|
|
|
369,474
|
|
||||
Gross profit
|
67,576
|
|
|
66,230
|
|
|
78,607
|
|
|
52,986
|
|
||||
Selling, general and administration expenses
|
53,928
|
|
|
53,855
|
|
|
58,519
|
|
|
57,775
|
|
||||
Restructuring costs
|
(57
|
)
|
|
9,913
|
|
|
560
|
|
|
721
|
|
||||
Asset impairment
|
18,202
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Operating income (loss)
|
(4,497
|
)
|
|
2,462
|
|
|
19,528
|
|
|
(5,510
|
)
|
||||
Interest expense (income), net
|
10,491
|
|
|
10,447
|
|
|
10,594
|
|
|
9,993
|
|
||||
Other expense (income), net
|
(1,670
|
)
|
|
(404
|
)
|
|
1,306
|
|
|
181
|
|
||||
Income (loss) from continuing operations before income tax expense (benefit)
|
(13,318
|
)
|
|
(7,581
|
)
|
|
7,628
|
|
|
(15,684
|
)
|
||||
Income tax expense (benefit)
|
1,131
|
|
|
2,004
|
|
|
1,379
|
|
|
19
|
|
||||
Income (loss) from continuing operations
|
(14,449
|
)
|
|
(9,585
|
)
|
|
6,249
|
|
|
(15,703
|
)
|
||||
Income (loss) from discontinued operations, net of tax
|
(194
|
)
|
|
(124
|
)
|
|
(170
|
)
|
|
(142
|
)
|
||||
Net income (loss)
|
(14,643
|
)
|
|
(9,709
|
)
|
|
6,079
|
|
|
(15,845
|
)
|
||||
Less: Net income (loss) attributable to non-controlling interest
|
1,724
|
|
|
258
|
|
|
499
|
|
|
741
|
|
||||
Net income (loss) attributable to Masonite
|
$
|
(16,367
|
)
|
|
$
|
(9,967
|
)
|
|
$
|
5,580
|
|
|
$
|
(16,586
|
)
|
Earnings (loss) per common share attributable to Masonite:
|
|
|
|
|
|
|
|
||||||||
Basic
|
$
|
(0.55
|
)
|
|
$
|
(0.34
|
)
|
|
$
|
0.19
|
|
|
$
|
(0.56
|
)
|
Diluted
|
$
|
(0.55
|
)
|
|
$
|
(0.34
|
)
|
|
$
|
0.18
|
|
|
$
|
(0.56
|
)
|
|
|
|
|
|
|
|
|
||||||||
|
Quarter Ended
|
||||||||||||||
|
December 29,
2013 |
|
September 29,
2013 |
|
June 30,
2013 |
|
March 31,
2013 |
||||||||
Net sales
|
$
|
420,475
|
|
|
$
|
433,051
|
|
|
$
|
453,093
|
|
|
$
|
424,524
|
|
Cost of goods sold
|
369,007
|
|
|
374,082
|
|
|
388,424
|
|
|
374,123
|
|
||||
Gross profit
|
51,468
|
|
|
58,969
|
|
|
64,669
|
|
|
50,401
|
|
||||
Selling, general and administration expenses
|
54,692
|
|
|
51,386
|
|
|
54,128
|
|
|
46,960
|
|
||||
Restructuring costs
|
6,163
|
|
|
1,265
|
|
|
1,762
|
|
|
1,440
|
|
||||
Asset impairment
|
—
|
|
|
—
|
|
|
1,904
|
|
|
—
|
|
||||
Operating income (loss)
|
(9,387
|
)
|
|
6,318
|
|
|
6,875
|
|
|
2,001
|
|
||||
Interest expense (income), net
|
8,442
|
|
|
8,330
|
|
|
8,208
|
|
|
8,250
|
|
||||
Other expense (income), net
|
3,092
|
|
|
(255
|
)
|
|
(363
|
)
|
|
(158
|
)
|
||||
Income (loss) from continuing operations before income tax expense (benefit)
|
(20,921
|
)
|
|
(1,757
|
)
|
|
(970
|
)
|
|
(6,091
|
)
|
||||
Income tax expense (benefit)
|
(13,661
|
)
|
|
(6,272
|
)
|
|
(408
|
)
|
|
(1,036
|
)
|
||||
Income (loss) from continuing operations
|
(7,260
|
)
|
|
4,515
|
|
|
(562
|
)
|
|
(5,055
|
)
|
||||
Income (loss) from discontinued operations, net of tax
|
(402
|
)
|
|
(62
|
)
|
|
(44
|
)
|
|
(90
|
)
|
||||
Net income (loss)
|
(7,662
|
)
|
|
4,453
|
|
|
(606
|
)
|
|
(5,145
|
)
|
||||
Less: Net income (loss) attributable to non-controlling interest
|
(73
|
)
|
|
838
|
|
|
605
|
|
|
680
|
|
||||
Net income (loss) attributable to Masonite
|
$
|
(7,589
|
)
|
|
$
|
3,615
|
|
|
$
|
(1,211
|
)
|
|
$
|
(5,825
|
)
|
Earnings (loss) per common share attributable to Masonite:
|
|
|
|
|
|
|
|
||||||||
Basic
|
$
|
(0.25
|
)
|
|
$
|
0.13
|
|
|
$
|
(0.04
|
)
|
|
$
|
(0.21
|
)
|
Diluted
|
$
|
(0.25
|
)
|
|
$
|
0.12
|
|
|
$
|
(0.04
|
)
|
|
$
|
(0.21
|
)
|
Name
|
|
Age
|
|
Positions
|
Frederick J. Lynch
|
|
50
|
|
President and Chief Executive Officer, Director
|
Mark J. Erceg
|
|
45
|
|
Executive Vice President and Chief Financial Officer
|
Lawrence P. Repar
|
|
53
|
|
Executive Vice President, Global Sales and Marketing, and Chief Operating Officer
|
Glenwood E. Coulter, Jr.
|
|
58
|
|
Executive Vice President, Global Operations and Europe
|
Robert E. Lewis
|
|
54
|
|
Senior Vice President, General Counsel and Secretary
|
Gail N. Auerbach
|
|
59
|
|
Senior Vice President, Human Resources
|
(a)
|
The following documents are filed as part of this Form 10-K:
|
|
|
|
|
1.
|
Consolidated Financial Statements:
|
|
|
|
|
|
||
|
|
|
||
|
|
|
||
|
|
|
||
|
|
|
||
|
|
|
||
|
2.
|
Financial Statement Schedules
|
|
|
|
|
All schedules have been omitted because they are not required, not applicable, not present in amounts sufficient to require submission of the schedule or the required information is otherwise included.
|
|
|
|
3.
|
See “Index to Exhibits” on pages 116 through 119, which is incorporated by reference herein.
|
|
|
(b)
|
The exhibits listed on the “Index to Exhibits” on pages 116 through 119 are filed with this Form 10‑K or incorporated by reference as set forth below.
|
|
|
|
(c)
|
Additional Financial Statement Schedules
|
|
|
|
|
None.
|
|
|
|
|
MASONITE INTERNATIONAL CORPORATION
|
|
|
|
|
(Registrant)
|
|
|
|
|
|
|
|
Date:
|
February 26, 2015
|
By
|
/s/ Mark J. Erceg
|
|
|
|
Mark J. Erceg
|
|
|
|
|
Executive Vice President and Chief Financial Officer
|
|
|
|
|
(Duly authorized officer and principal financial officer of the Registrant)
|
|
Signatures
|
|
Title
|
|
Date
|
|
|
|
|
|
|
|
/s/ Frederick J. Lynch
|
|
President, Chief Executive Officer and Director
|
|
February 26, 2015
|
|
Frederick J. Lynch
|
|
(Principal Executive Officer)
|
|
|
|
|
|
|
|
|
|
/s/ Mark J. Erceg
|
|
Executive Vice President and Chief Financial Officer
|
|
February 26, 2015
|
|
Mark J. Erceg
|
|
(Principal Financial Officer and Principal Accounting Officer)
|
|
|
|
|
|
|
|
|
|
/s/ Robert J. Byrne
|
|
Director
|
|
February 26, 2015
|
|
Robert J. Byrne
|
|
|
|
|
|
|
|
|
|
|
|
/s/ Jody L. Bilney
|
|
Director
|
|
February 26, 2015
|
|
Jody L. Bilney
|
|
|
|
|
|
|
|
|
|
|
|
/s/ Peter R. Dachowski
|
|
Director
|
|
February 26, 2015
|
|
Peter R. Dachowski
|
|
|
|
|
|
|
|
|
|
|
|
/s/ Jonathan F. Foster
|
|
Director
|
|
February 26, 2015
|
|
Jonathan F. Foster
|
|
|
|
|
|
|
|
|
|
|
|
/s/ George A. Lorch
|
|
Director
|
|
February 26, 2015
|
|
George A. Lorch
|
|
|
|
|
|
|
|
|
|
|
|
/s/ Rick J. Mills
|
|
Director
|
|
February 26, 2015
|
|
Rick J. Mills
|
|
|
|
|
|
|
|
|
|
|
|
/s/ Francis M. Scricco
|
|
Director
|
|
February 26, 2015
|
|
Francis M. Scricco
|
|
|
|
|
|
|
|
|
|
|
|
/s/ John C. Wills
|
|
Director
|
|
February 26, 2015
|
|
John C. Wills
|
|
|
|
|
Exhibit No.
|
Description
|
|
3.1 *
|
Amended and Restated Articles of Masonite International Corporation
|
|
4.1(a)
|
Credit Agreement, dated as of May 17, 2011, among Masonite Inc., as Holdings, Masonite International Corporation, as Canadian Borrower and Parent Borrower, Masonite Corporation, as Lead U.S. Borrower, each other borrower from time to time party thereto, each lender from time to time party thereto, Wells Fargo Bank, National Association, as Administrative Agent and L/C Issuer, Bank of America, N.A., as Syndication Agent, Royal Bank of Canada and Deutsche Bank Securities Inc., as Co-Documentation Agents and Wells Fargo Capital Finance, LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated, Royal Bank of Canada and Deutsche Bank Securities Inc., as Joint Lead Arrangers and Joint Lead Bookrunners (incorporated by reference to Exhibit 4.1(a) to the Company's Registration Statement on Form 10 (File No. 001-11796) filed with the Securities and Exchange Commission on August 19, 2013)
|
|
4.1(b)
|
U.S. Security Agreement, dated as of May 17, 2011, among Masonite Corporation, as Lead U.S. Borrower, the other U.S. Borrowers from time to time party thereto and Wells Fargo Bank, National Association, as Collateral Agent (incorporated by reference to Exhibit 4.1(b) to the Company's Registration Statement on Form 10 (File No. 001-11796) filed with the Securities and Exchange Commission on August 19, 2013)
|
|
4.1(c)
|
U.S. Guaranty, dated as of May 17, 2011, among Masonite Corporation, as Lead U.S. Borrower, the other U.S. Borrowers from time to time party thereto and Wells Fargo Bank, National Association, as Administrative Agent (incorporated by reference to Exhibit 4.1(c) to the Company's Registration Statement on Form 10 (File No. 001-11796) filed with the Securities and Exchange Commission on August 19, 2013)
|
|
4.1(d)
|
Canadian Security Agreement, dated as of May 17, 2011, among Masonite International Corporation, as Canadian Borrower, Masonite Inc., as Holdings, the Canadian Subsidiary Guarantors from time to time party thereto and Wells Fargo Bank, National Association, as Collateral Agent (incorporated by reference to Exhibit 4.1(d) to the Company's Registration Statement on Form 10 (File No. 001-11796) filed with the Securities and Exchange Commission on August 19, 2013)
|
|
4.1(e)
|
Canadian Guarantee, dated as of May 17, 2011, among Masonite International Corporation, as Parent Borrower, Masonite Inc., as Holdings, the Canadian Subsidiary Guarantors from time to time party thereto and Wells Fargo Capital Finance, LLC, as Administrative Agent (incorporated by reference to Exhibit 4.1(e) to the Company's Registration Statement on Form 10 (File No. 001-11796) filed with the Securities and Exchange Commission on August 19, 2013)
|
|
4.1(f)
|
Amendment No. 1 to Credit Agreement, dated as of December 21, 2012, by and among Wells Fargo Bank, National Association, as Administrative Agent and L/C Issuer, the parties to the Credit Agreement as lenders, Masonite International Corporation, as Canadian Borrower and Parent Borrower, Masonite Corporation, as Lead U.S. Borrower, Masonite Primeboard, Inc., as Borrower, Florida Made Door Co., as Borrower and Les Portes Baillargeon Inc., as Canadian Guarantor (incorporated by reference to Exhibit 4.1(f) to the Company's Registration Statement on Form 10 (File No. 001-11796) filed with the Securities and Exchange Commission on August 19, 2013)
|
|
4.1(g)
|
Amendment No. 1 to U.S. Security Agreement, dated as of December 21, 2012, by and among Wells Fargo Bank, National Association, as Collateral Agent, Masonite Primeboard, Inc., as U.S. Borrower, Florida Made Door Co., as U.S. Borrower and Masonite Corporation, as Lead U.S. Borrower (incorporated by reference to Exhibit 4.1(g) to the Company's Registration Statement on Form 10 (File No. 001-11796) filed with the Securities and Exchange Commission on August 19, 2013)
|
|
4.1(h)
|
Amendment No. 1 to U.S. Guaranty, dated as of December 21, 2012, by and among Wells Fargo Bank, National Association, as Administrative Agent, Masonite Primeboard, Inc., as U.S. Borrower, Florida Made Door Co., as U.S. Borrower and Masonite Corporation, as Lead U.S. Borrower (incorporated by reference to Exhibit 4.1(h) to the Company's Registration Statement on Form 10 (File No. 001-11796) filed with the Securities and Exchange Commission on August 19, 2013)
|
|
4.1(i)
|
Amendment No. 1 to Canadian Security Agreement, dated as of December 21, 2012, by and among Wells Fargo Bank, National Association, as Collateral Agent, Masonite International Corporation, as Canadian Borrower and Les Portes Baillargeon Inc., as Canadian Guarantor (incorporated by reference to Exhibit 4.1(i) to the Company's Registration Statement on Form 10 (File No. 001-11796) filed with the Securities and Exchange Commission on August 19, 2013)
|
Exhibit No.
|
Description
|
|
4.1(j)
|
Amendment No. 1 to U.S. Guaranty, dated as of May 17, 2011, by and among Wells Fargo Bank, National Association, as Administrative Agent, Masonite Corporation, as Lead U.S. Borrower and other U.S. Borrowers from time to time party hereto (incorporated by reference to Exhibit 4.1(j) to the Company's Annual Report on Form 10-K (File No. 001-11796) filed with the Securities and Exchange Commission on February 27, 2014)
|
|
4.2
|
Amended and Restated Indenture, dated as of January 21, 2014, among Masonite International Corporation, a British Columbia corporation, certain of its direct and indirect subsidiaries, as guarantors, and Wells Fargo Bank, National Association, a national banking association, as Trustee (incorporated by reference to Exhibit 4.1 to the Company's Current Report on Form 8-K (File No. 001-11796) filed with the Securities and Exchange Commission on January 22, 2014)
|
|
4.3(c)
|
First Supplemental Indenture, dated December 1, 2013, between Masonite International Corporation, CIBC Mellon Trust Company of Canada and CST Trust Company of Canada, as Warrant Agent (incorporated by reference to Exhibit 4.1(j) to the Company's Annual Report on Form 10-K (File No. 001-11796) filed with the Securities and Exchange Commission on February 27, 2014)
|
|
4.3(d)
|
Second Supplemental Indenture, dated February 6, 2014, between Masonite International Corporation, CST Trust Company of Canada (or the "Warrant Agent") and American Stock Transfer & Trust Company, LLC of New York (incorporated by reference to Exhibit 4.1(j) to the Company's Annual Report on Form 10-K (File No. 001-11796) filed with the Securities and Exchange Commission on February 27, 2014)
|
|
4.3(e)
|
Transfer Agency and Registrar Services, dated July 1, 2013, between Masonite International Corporation and American Stock Transfer & Trust Company, LLC of New York (incorporated by reference to Exhibit 4.1(j) to the Company's Annual Report on Form 10-K (File No. 001-11796) filed with the Securities and Exchange Commission on February 27, 2014)
|
|
4.4
|
Form of Second Amended and Restated Shareholders Agreement (Incorporated by reference to Exhibit 3.2 to the Company's Current Report on Form 8-K (File No. 001-11796) filed with the Securities and Exchange Commission on May 15, 2014)
|
|
10.1 ^
|
Masonite International Corporation 2014 Employee Stock Purchase Plan (incorporated by reference to Exhibit 10.2 to the Company's Current Report on Form 8-K (File No. 001-11796) filed with the Securities and Exchange Commission on May 15, 2014)
|
|
10.2 ^
|
Masonite International Corporation Deferred Compensation Plan, effective as of August 13, 2012 (incorporated by reference to Exhibit 10.2 to the Company's Registration Statement on Form 10 (File No. 001-11796) filed with the Securities and Exchange Commission on August 19, 2013)
|
|
10.3(a) ^
|
Masonite International Corporation 2012 Equity Incentive Plan (incorporated by reference to Exhibit 10.3(a) to the Company's Registration Statement on Form 10 (File No. 001-11796) filed with the Securities and Exchange Commission on August 19, 2013)
|
|
10.3(b) ^
|
Form of Restricted Stock Unit Agreement pursuant to the Masonite International Corporation 2012 Equity Incentive Plan for United States Directors (incorporated by reference to Exhibit 10.3(b) to the Company's Registration Statement on Form 10 (File No. 001-11796) filed with the Securities and Exchange Commission on August 19, 2013)
|
|
10.3(c) ^
|
Form of Restricted Stock Unit Agreement pursuant to the Masonite International Corporation 2012 Equity Incentive Plan for United States Employees (incorporated by reference to Exhibit 10.3(c) to the Company's Registration Statement on Form 10 (File No. 001-11796) filed with the Securities and Exchange Commission on August 19, 2013)
|
|
10.3(d) ^
|
Form of Stock Appreciation Rights Agreement pursuant to the Masonite International Corporation 2012 Equity Incentive Plan for United States Employees (incorporated by reference to Exhibit 10.3(d) to the Company's Registration Statement on Form 10 (File No. 001-11796) filed with the Securities and Exchange Commission on August 19, 2013)
|
|
10.3(e) ^
|
Form of Amendment to Restricted Stock Unit Agreement pursuant to the Masonite International Corporation 2012 Equity Incentive Plan (incorporated by reference to Exhibit 10.3(e) to the Company's Registration Statement on Form 10 (File No. 001-11796) filed with the Securities and Exchange Commission on August 19, 2013)
|
|
10.3(g) ^
|
First Amendment to Masonite International Corporation 2012 Equity Incentive Plan (incorporated by reference to Exhibit 10.3(g) to the Company's Registration Statement on Form 10 (File No. 001-11796) filed with the Securities and Exchange Commission on August 19, 2013)
|
|
10.3(h) ^
|
Form of Restricted Stock Unit Agreement pursuant to the Masonite International Corporation 2012 Equity Incentive Plan for United States Directors (incorporated by reference to Exhibit 10.3(h) to the Company's Quarterly Report on Form 10-Q (File No. 001-11796) filed with the Securities and Exchange Commission on November 6, 2013)
|
Exhibit No.
|
Description
|
|
10.3(i) ^
|
Form of Restricted Stock Unit Agreement pursuant to the Masonite International Corporation 2012 Equity Incentive Plan for United States employees (incorporated by reference to Exhibit 10.3(b) to the Company's Quarterly Report on Form 10-Q (File No. 001-11796) filed with the Securities and Exchange Commission on May 8, 2014)
|
|
10.3(j) ^
|
Form of Performance Restricted Stock Unit Agreement pursuant to the Masonite International Corporation 2012 Equity Incentive Plan (incorporated by reference to the Company's Quarterly Report on Form 10-Q (File No. 001-11796) filed with the Securities and Exchange Commission on May 8, 2014)
|
|
10.3(k) * ^
|
Form of Restricted Stock Unit Agreement Pursuant to the Masonite International Corporation 2012 Equity Incentive Plan for United States Employees
|
|
10.3(l) * ^
|
Form of Performance Restricted Stock Unit Agreement Pursuant to the Masonite International Corporation 2012 Equity Incentive Plan, United States
|
|
10.4(a) ^
|
Masonite Worldwide Holdings Inc. 2009 Equity Incentive Plan (incorporated by reference to Exhibit 10.4(a) to the Company's Registration Statement on Form 10 (File No. 001-11796) filed with the Securities and Exchange Commission on August 19, 2013)
|
|
10.4(b) ^
|
Form of Restricted Stock Unit Agreement Pursuant to the Masonite Worldwide Holdings Inc. 2009 Equity Incentive Plan for Directors (incorporated by reference to Exhibit 10.4(b) to the Company's Registration Statement on Form 10 (File No. 001-11796) filed with the Securities and Exchange Commission on August 19, 2013)
|
|
10.4(c) ^
|
Form of Restricted Stock Unit Agreement Pursuant to the Masonite Worldwide Holdings Inc. 2009 Equity Incentive Plan (incorporated by reference to Exhibit 10.4(c) to the Company's Registration Statement on Form 10 (File No. 001-11796) filed with the Securities and Exchange Commission on August 19, 2013)
|
|
10.4(d) ^
|
Form of Stock Appreciation Rights Agreement Pursuant to the Masonite Worldwide Holdings Inc. 2009 Equity Incentive Plan (incorporated by reference to Exhibit 10.4(d) to the Company's Registration Statement on Form 10 (File No. 001-11796) filed with the Securities and Exchange Commission on August 19, 2013)
|
|
10.4(e) ^
|
Form of Restricted Stock Unit Agreement Pursuant to the Masonite Worldwide Holdings Inc. 2009 Equity Incentive Plan for United States Executives (incorporated by reference to Exhibit 10.4(e) to the Company's Registration Statement on Form 10 (File No. 001-11796) filed with the Securities and Exchange Commission on August 19, 2013)
|
|
10.4(f) ^
|
Form of Stock Appreciation Rights Agreement Pursuant to the Masonite Worldwide Holdings Inc. 2009 Equity Incentive Plan for United States Executives (incorporated by reference to Exhibit 10.4(f) to the Company's Registration Statement on Form 10 (File No. 001-11796) filed with the Securities and Exchange Commission on August 19, 2013)
|
|
10.4(g) ^
|
Form of Restricted Stock Unit Agreement Pursuant to the Masonite Worldwide Holdings Inc. 2009 Equity Incentive Plan (2011 Grant) (incorporated by reference to Exhibit 10.4(g) to the Company's Registration Statement on Form 10 (File No. 001-11796) filed with the Securities and Exchange Commission on August 19, 2013)
|
|
10.4(h) ^
|
Form of Stock Appreciation Rights Agreement Pursuant to the Masonite Worldwide Holdings Inc. 2009 Equity Incentive Plan (2011 Grant) (incorporated by reference to Exhibit 10.4(h) to the Company's Registration Statement on Form 10 (File No. 001-11796) filed with the Securities and Exchange Commission on August 19, 2013)
|
|
10.4(i) ^
|
Form of Performance Restricted Stock Unit Agreement Pursuant to the Masonite Worldwide Holdings Inc. 2009 Equity Incentive Plan (2011 Grant) (incorporated by reference to Exhibit 10.4(i) to the Company's Registration Statement on Form 10 (File No. 001-11796) filed with the Securities and Exchange Commission on August 19, 2013)
|
|
10.4(j) ^
|
Form of Restricted Stock Unit Agreement Pursuant to the Masonite Worldwide Holdings Inc. 2009 Equity Incentive Plan for United States Executives (Exchange Agreement) (incorporated by reference to Exhibit 10.4(j) to the Company's Registration Statement on Form 10 (File No. 001-11796) filed with the Securities and Exchange Commission on August 19, 2013)
|
|
10.4(k) ^
|
Form of Stock Appreciation Rights Agreement Pursuant to the Masonite Worldwide Holdings Inc. 2009 Equity Incentive Plan for United States Executives (Exchange Agreement) (incorporated by reference to Exhibit 10.4(k) to the Company's Registration Statement on Form 10 (File No. 001-11796) filed with the Securities and Exchange Commission on August 19, 2013)
|
1.1
|
Without limiting Article 1.2, in these Articles, unless the context requires otherwise:
|
1.2
|
The definitions in the
Business Corporations Act
apply to these Articles.
|
1.3
|
The
Interpretation Act
applies to the interpretation of these Articles as if these Articles were an enactment.
|
1.4
|
If there is a conflict between a definition in the
Business Corporations Act
and a definition or rule in the
Interpretation Act
relating to a term used in these Articles, the definition in the
Business Corporations Act
will prevail in relation to the use of the term in these Articles.
|
1.5
|
If there is a conflict between these Articles and the
Business Corporations Act
, the
Business Corporations Act
will prevail.
|
1.6
|
References in these Articles to the “date hereof” refer to the effective date of the original Articles of the Company, being June 9, 2009.
|
2.1
|
All shares issued by the Company will be uncertificated unless otherwise determined by the directors in accordance with the
Business Corporations Act
. Whether a share is uncertificated or certificated, each share issued will be subject to the applicable restrictions and legends, if any, contained in these Articles. To the extent the directors have determined that some or all shares will be certificated, the directors may, from time to time, establish policies and procedures regarding those certificates, including policies and procedures relating to the form, delivery, replacement and fees payable in respect of share certificates, subject to the requirements of the
Business Corporations Act
.
|
2.2
|
Each certificate representing shares, if any, and/or any notification of restrictions identified in the electronic position representing beneficial ownership of shares,
shall have such legends as the Company may determine, in its sole discretion, so as to comply with all U.S. and Canadian applicable laws.
|
2.3
|
The Company may instruct any transfer agent not to register the transfer of any shares until the conditions specified in any applicable legends are satisfied.
|
2.4
|
The directors may from time to time appoint a registrar to maintain the securities register and a transfer agent to maintain the register of transfers and may also appoint one or more branch registrars to maintain branch securities registers and one or more branch transfer agents to maintain branch registers of transfers, but one person may be appointed both registrar and transfer agent. The directors may at any time
|
3.1
|
The directors may, subject to these Articles and subject to the rights of the holders of the issued shares of the Company, issue, allot, sell, grant options on or otherwise dispose of the unissued shares, and issued shares held by the Company, at the times, to the persons, including directors, in the manner, on the terms and conditions and for the issue prices that the directors, in their absolute discretion, may determine.
|
3.2
|
Except as required by law or these Articles, the Company need not recognize or provide for any person’s interests in or rights to a share unless that person is the shareholder of the share.
|
4.1
|
Subject to Part 2 and the special rights or restrictions attached to the applicable class or series of shares, if any, a transfer of a share of the Company must not be recorded or registered,
|
(a)
|
unless a duly signed instrument of transfer in respect of the share has been received by the Company, and to the extent a physical share certificate was issued the certificate representing the share to be transferred has been surrendered and cancelled, and
|
(b)
|
the transferee of the shares has complied with the provisions contained in Part 2 and any special rights or restrictions applicable to the shares.
|
4.2
|
The instrument of transfer in respect of any share of the Company must be either in the form, if any, on the back of the Company’s share certificates or in any other form that may be approved by the directors from time to time.
|
4.3
|
If a shareholder, or his or her duly authorized attorney, signs an instrument of transfer in respect of shares registered in the name of the shareholder, the signed instrument of transfer constitutes a complete and sufficient authority to the Company and its directors, officers and agents to register the number of shares specified in the instrument of transfer, or, if no number is specified, all the shares represented by share certificates, to the extent a physical share certificate was issued, deposited with the instrument of transfer,
|
(a)
|
in the name of the person named as transferee in that instrument of transfer, or
|
(b)
|
if no person is named as transferee in that instrument of transfer, in the name of the person on whose behalf the share certificate, to the extent a physical share certificate was issued, is deposited for the purpose of having the transfer registered.
|
5.3
|
Subject to the special rights or restrictions attached to any class or series of shares, the Company may, if it is authorized to do so by the directors, purchase or otherwise acquire any of its shares.
|
6.1
|
The directors may from time to time on behalf of the Company,
|
(a)
|
borrow money in the manner and amount, on the security, from the sources and on the terms and conditions that they consider appropriate,
|
(b)
|
issue bonds, debentures and other debt obligations either outright or as security for any liability or obligation of the Company or any other person,
|
(c)
|
guarantee the repayment of money by any other person or the performance of any obligation of any other person, and
|
(d)
|
mortgage or charge, whether by way of specific or floating charge, or give other security on the whole or any part of the present and future undertaking of the Company.
|
7.1
|
Unless an annual general meeting is deferred or waived in accordance with Section 182(2)(a) or (c) of the
Business Corporations Act
, the Company must hold its first annual general meeting within 18 months after the date on which it was incorporated or otherwise recognized, and after that must hold an annual general meeting at least once in each calendar year and not more than 15 months after the last annual general meeting.
|
7.2
|
If all of the shareholders who are entitled to vote at an annual general meeting consent by a unanimous resolution under Section 182(2)(b) of the
Business Corporations Act
to all of the business that is required to be transacted at that annual general meeting, the annual general meeting is deemed to have been held on the date selected, under Section 182(3) of the
Business Corporations Act
, in the unanimous resolution.
|
7.3
|
The directors may, whenever they think fit, call a meeting of shareholders.
|
7.4
|
Meetings of the shareholders of the Company for the election of directors, and for the transaction of such other business as may properly come before the meeting, shall be held at any place within or outside Canada as shall be fixed by the directors and designated in the notice of meeting or waiver of notice thereof.
|
7.5
|
Pursuant to Section 3(1)(b) of the Business Corporations Regulation, notice of a meeting of the shareholders of the Company must be sent to each shareholder of record entitled to vote at a meeting of the shareholders of the Company, not less than 21 days prior to the date of the meeting or such other minimum day period as required by applicable securities laws. This notice period applies to all general and extraordinary meetings, including a meeting in which a special resolution, exceptional or special separate resolution may be passed.
|
7.6
|
A meeting of shareholders may be held without notice at any time and place permitted by the
Business Corporations Act
:
|
(a)
|
if all the shareholders entitled to vote at that meeting are present in person or represented by proxy or if those not present or represented by proxy waive notice of or otherwise consent to such meeting being held, and
|
(b)
|
if the auditor and the directors are present or waive notice of or otherwise consent to such meeting being held.
|
7.7
|
If a general meeting is to consider special business within the meaning of Article 8.1, the notice of meeting must:
|
(a)
|
state the general nature of the special business, and
|
(b)
|
if the special business includes considering, approving, ratifying, adopting or authorizing any document or the signing of or giving of effect to any document, (i) have attached to it a copy of the document, or (ii) state that a copy of the document will be transmitted to any shareholder upon written or oral request to the Company by such shareholder or be made available in
|
7.8
|
Pursuant to Section 167 of the
Business Corporations Act
, holders holding in the aggregate at least 1/20
th
(or 5%) of the issued shares of the Company that carry the right to vote at general meetings may requisition a general meeting for the purposes set out under Section 167.
|
8.1
|
At a meeting of shareholders, the following business is special business:
|
(a)
|
at a meeting of shareholders that is not an annual general meeting, all business is special business except business relating to the conduct of or voting at the meeting, and
|
(b)
|
at an annual general meeting, all business is special business except for the following:
|
(i)
|
business relating to the conduct of, or voting at, the meeting,
|
(ii)
|
consideration of any financial statements of the Company presented to the meeting,
|
(iii)
|
consideration of any reports of the directors or auditor,
|
(iv)
|
the election of directors,
|
(v)
|
the appointment of an auditor,
|
(vi)
|
the setting of the remuneration of an auditor, and
|
(vii)
|
business arising out of a report of the directors not requiring the passing of a special resolution or an exceptional resolution.
|
8.2
|
Subject to the special rights and restrictions attached to the shares of any class or series of shares, the quorum for the transaction of business at a meeting of shareholders is 3 persons who are, or who represent by proxy, unrelated shareholders who, in the aggregate, hold at least 15% of the issued shares entitled to be voted at the meeting.
|
8.3
|
If there is only one shareholder entitled to vote at a meeting of shareholders,
|
(a)
|
the quorum is one person who is, or who represents by proxy, that shareholder, and
|
(b)
|
that shareholder, present in person or by proxy, may constitute the meeting.
|
8.4
|
The only persons entitled to be present at a meeting of the shareholders shall be those entitled to vote at that meeting, the directors and auditor of the Company and others who, although not entitled to vote, are entitled or required under any provision of the
Business Corporations Act
or these Articles to be present at the meeting. Any other person may be admitted only on the invitation of the chairman of the meeting or with the consent of the meeting.
|
8.5
|
No business, other than the election of a chair of the meeting and the adjournment of the meeting, may be transacted at any meeting of shareholders unless a quorum of shareholders entitled to vote is present at the commencement of the meeting.
|
8.6
|
If, within 1/2 hour from the time set for the holding of a meeting of shareholders, a quorum is not present,
|
(a)
|
in the case of a general meeting convened by requisition of shareholders, the meeting is dissolved, and
|
(b)
|
in the case of any other meeting of shareholders, the meeting stands adjourned to the same day in the next week at the same time and place provided that notice of a meeting adjourned pursuant to this Article 8.6 shall be given to the shareholders.
|
8.7
|
If, at the meeting to which the first meeting referred to in Article 8.6 was adjourned, a quorum is not present within 1/2 hour from the time set for the holding of the meeting, the persons present and being, or representing by proxy, shareholders entitled to attend and vote at the meeting constitute a quorum.
|
8.8
|
The following individual is entitled to preside as chair at a meeting of shareholders:
|
(a)
|
the chair of the board, if any, and,
|
(b)
|
if the chair of the board is absent or unwilling to act as chair of the meeting, the president, if any.
|
8.9
|
If, at any meeting of shareholders, there is no chair of the board or president present within 15 minutes after the time set for holding the meeting, or if the chair of the board and the president are unwilling to act as chair of the meeting, or if the chair of the board and the president have advised the secretary, if any, or any director present at the meeting, that they will not be present at the meeting, the directors present must choose one of their number to be chair of the meeting or if all of the directors present decline to take the chair or fail to so choose or if no director is present, the shareholders present in person or by proxy must choose any person present at the meeting to chair the meeting.
|
8.10
|
The chair of a meeting of shareholders may, and if so directed by the meeting must, adjourn the meeting from time to time and from place to place, but no business may be transacted at any adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place.
|
8.11
|
Subject to Article 8.6, it is not necessary to give any notice of an adjourned meeting or of the business to be transacted at an adjourned meeting of shareholders except that, when a meeting is adjourned for 30 days or more, notice of the adjourned meeting must be given as in the case of the original meeting.
|
8.12
|
No motion proposed at a meeting of shareholders need be seconded unless the chair of the meeting rules otherwise, and the chair of any meeting of shareholders is entitled to propose or second a motion.
|
8.13
|
Subject to Article 8.14, if a poll is duly demanded at a meeting of shareholders,
|
(a)
|
the poll must be taken,
|
(i)
|
at the meeting, or within 7 days after the date of the meeting, as the chair of the meeting directs, and
|
(ii)
|
in the manner, at the time and at the place that the chair of the meeting directs,
|
(b)
|
the result of the poll is deemed to be a resolution of and passed at the meeting at which the poll is demanded, and
|
(c)
|
the demand for the poll may be withdrawn.
|
8.14
|
A poll demanded at a meeting of shareholders on a question of adjournment must be taken immediately at the meeting.
|
8.15
|
The demand for a poll at a meeting of shareholders does not, unless the chair of the meeting so rules, prevent the continuation of a meeting for the transaction of any business other than the question on which a poll has been demanded.
|
8.16
|
No poll may be demanded in respect of the vote by which a chair of a meeting of shareholders is elected.
|
8.17
|
On a poll, a shareholder entitled to more than one vote need not cast all the votes in the same way.
|
8.18
|
In the case of any dispute as to the admission or rejection of a vote given on a poll, the chair of the meeting must determine the same, and his or her determination made in good faith is final and conclusive.
|
8.19
|
In case of an equality of votes, the chair of a meeting of shareholders does not, either on a show of hands or on a poll, have a casting or second vote in addition to the vote or votes to which the chair may be entitled as a shareholder.
|
8.20
|
The chair of a meeting of shareholders must declare to the meeting the decision on every question in accordance with the result of the show of hands or the poll, as the case may be, and that decision must be entered in the minutes of the meeting.
|
9.1
|
Subject to any special rights or restrictions attached to any shares and to the restrictions imposed on joint registered holders of shares under Article 9.3,
|
(a)
|
on a vote by show of hands, every person present who is a shareholder or proxy holder and entitled to vote at the meeting has one vote, and
|
(b)
|
on a poll, every shareholder entitled to vote has one vote in respect of each share held by that shareholder that carries the right to vote on that poll and may exercise that vote either in person or by proxy.
|
9.2
|
A person who is not a shareholder may vote on a resolution at a meeting of shareholders, whether on a show of hands or on a poll, and may appoint a proxy holder to act at the meeting in relation to that resolution, if, before doing so, the person satisfies the chair of the meeting at which the resolution is to be considered, or the directors, that the person is a trustee for a shareholder who is entitled to vote on the resolution.
|
9.3
|
If two or more persons hold shares jointly, any one of them present in person or represented by proxy at a meeting of shareholders may, in the absence of the other or others, vote the shares; but if two or more of those persons are present in person or represented by proxy and vote, they shall vote as one the shares jointly held by them.
|
9.4
|
Two or more trustees of a shareholder in whose sole name any share is registered are, for the purposes of Article 9.3, deemed to be joint shareholders.
|
9.5
|
If a corporation that is not a subsidiary of the Company is a shareholder, that corporation may appoint a person to act as its representative at any meeting of shareholders of the Company, and
|
(a)
|
for that purpose, the instrument appointing a representative must
|
(i)
|
be received at the registered office of the Company or at any other place specified, in the notice calling the meeting, for the receipt of proxies, at least 2 business days before the day set for the holding of the meeting, or
|
(ii)
|
be provided, at the meeting, to the chair of the meeting, and
|
(b)
|
if a representative is appointed under this Article,
|
(i)
|
the representative is entitled to exercise in respect of and at that meeting the same rights on behalf of the corporation that the representative represents as that corporation could exercise if it were a shareholder who is an individual, including, without limitation, the right to appoint a proxy holder, and
|
(ii)
|
the representative, if present at the meeting, is to be counted for the purpose of forming a quorum and is deemed to be a shareholder present in person at the meeting.
|
9.6
|
Articles 9.7 to 9.13 do not apply to the Company if and for so long as it is a public company (as defined in the
Business Corporations Act
) or a pre-existing reporting company.
|
9.7
|
Every shareholder entitled to vote at a meeting of shareholders may appoint a proxyholder, or one or more alternate proxyholders, who need not be shareholders, to attend and act at the meeting in the manner and to the extent authorized and with the authority conferred by the proxy. A proxy shall be in writing executed by the shareholder or the attorney of that shareholder and shall conform with the requirements of the
Business Corporations Act
.
|
9.8
|
A shareholder may appoint one or more alternate proxy holders to act in the place of an absent proxy holder.
|
9.9
|
A person must not be appointed as a proxy holder unless the person is a shareholder, although a person who is not a shareholder may be appointed as a proxy holder if,
|
(a)
|
the person appointing the proxy holder is a corporation or a representative of a corporation appointed under Article 9.5,
|
(b)
|
the Company has at the time of the meeting for which the proxy holder is to be appointed only one shareholder entitled to vote at the meeting, or
|
(c)
|
the shareholders present in person or by proxy at and entitled to vote at the meeting for which the proxy holder is to be appointed, by a resolution on which the proxy holder is not entitled to vote but in respect of which the proxy holder is to be counted in the quorum, permit the proxy holder to attend and vote at the meeting.
|
9.10
|
A proxy, whether for a specified meeting or otherwise, must be either in the following form or in any other form approved by the directors or the chair of the meeting:
|
9.11
|
A proxy for a meeting of shareholders must,
|
(a)
|
be received at the registered office of the Company, or at any other place specified in the notice calling the meeting for the receipt of proxies, at least the number of business days specified in the notice, or if no number of days is specified, 2 business days, before the day set for the holding of the meeting, or
|
(b)
|
be provided, at the meeting, to the chair of the meeting.
|
9.12
|
Subject to Article 9.13, every proxy may be revoked by an instrument in writing that is,
|
(a)
|
received at the registered office of the Company at any time up to and including the last business day before the day set for the holding of the meeting at which the proxy is to be used, or
|
(b)
|
provided at the meeting to the chair of the meeting.
|
9.13
|
An instrument referred to in Article 9.12 must be signed as follows:
|
(a)
|
if the shareholder for whom the proxy holder is appointed is an individual, the instrument must be signed by the shareholder or his or her trustee or power of attorney, and
|
(b)
|
if the shareholder for whom the proxy holder is appointed is a corporation, the instrument must be signed by the corporation or by a representative appointed for the corporation under Article 9.5.
|
9.14
|
A vote given in accordance with the terms of a proxy is valid despite the death or incapacity of the shareholder giving the proxy and despite the revocation of the proxy or the revocation of the authority under which the proxy is given, unless notice in writing of that death, incapacity or revocation is received,
|
(a)
|
at the registered office of the Company, at any time up to and including the last business day before the day set for the holding of the meeting at which the proxy is to be used, or
|
(b)
|
by the chair of the meeting, before the vote is taken.
|
9.15
|
The chair of any meeting of shareholders may, but need not, inquire into the authority of any person to vote at the meeting and may, but need not, demand from that person production of evidence as to the existence of the authority to vote.
|
10.1
|
The Company must have a board of directors consisting of not less than 5 and not more than 15 directors, with the exact number to be fixed from time to time by resolution of the board of directors.
|
10.2
|
At every annual general meeting,
|
(a)
|
the shareholders entitled to vote at the annual general meeting for the election or appointment of directors must elect a board consisting of the number of directors determined in accordance with Article 10.1, and
|
(b)
|
all the directors cease to hold office immediately before the election or appointment of directors under paragraph (a), but are eligible for re-election or reappointment.
|
10.3
|
The following advance notice provisions shall apply to the election of directors if and for so long as the Company has a class of equity securities listed under Section 12(b) of the Exchange Act:
|
(a)
|
In this Article 10.3, the terms defined below shall have the following meanings:
|
i.
|
“
public announcement
” shall mean disclosure in (i) a press release reported under BusinessWire, PR Newswire or a comparable organization intended to provide broad-based distribution within the United States, or (ii) a current report on Form 8-K or other document that is filed or furnished by the Company with the U.S. Securities and Exchange Commission and that is reported publicly on the EDGAR filing system (or any successor electronic disclosure system), and
|
ii.
|
“
Applicable Securities Laws
” means the Exchange Act and forms and regulations promulgated thereunder.
|
(b)
|
Subject only to the
Business Corporations Act
, only persons who are nominated in accordance with the following procedures shall be eligible for election as directors of the Company at an annual general meeting or a special meeting of shareholders. Nominations of persons for election to the board of directors may be made at any annual general meeting, or at any special meeting of shareholders if one of the purposes for which the special meeting was called was the election of directors:
|
i.
|
by or at the direction of the board of directors, including pursuant to a notice of meeting,
|
ii.
|
by or at the direction or request of one or more shareholders pursuant to a proposal made in accordance with the provisions of Sections 187 to 191 of the
Business Corporations Act
, or a requisition of the shareholders made in accordance with Article 7.8 of these Articles and the provisions of the
Business Corporations Act
, or
|
iii.
|
by any person (a “Nominating Shareholder”):
|
1.
|
who, at the close of business on the date of the giving of the notice provided for below in this Article 10.3 and on the record date for notice of such meeting, is entered in the securities register as a holder of one or more shares carrying the right to vote at such meeting or who beneficially owns
shares that are entitled to be voted at such meeting (provided that satisfactory evidence thereof is provided by the Nominating Shareholder to the Company), and
|
2.
|
who complies with the notice procedures set forth below in this Article 10.3.
|
(c)
|
In addition to any other applicable requirements, for a nomination to be made by a Nominating Shareholder, the Nominating Shareholder must have given timely notice thereof in proper written form to the secretary of the Company at the registered office or the principal executive offices of the Company in Canada in accordance with this Article 10.3.
|
(d)
|
To be timely, a Nominating Shareholder’s notice to the secretary of the Company must be given:
|
i.
|
in the case of an annual general meeting, not less than 30 and not more than 65 days prior to the date of the annual general meeting; provided, however, that in the event that the annual general meeting is to be held on a date that is less than 50 days after the date (the “Notice Date”) on which the first public announcement of the date of the annual general meeting was made, notice by the Nominating Shareholder may be given not later than the close of business on the 10th day following the Notice Date, and
|
ii.
|
in the case of a special meeting (which is not also an annual meeting of shareholders) called for the purpose of electing directors (whether or not called for other purposes), not later than the close of business on the 15th day following the day on which the first public announcement of the date of the special meeting of shareholders was made. In no event shall any adjournment or postponement of a meeting of shareholders or the announcement thereof commence a new time period for the giving of a Nominating Shareholder’s notice as described above.
|
(e)
|
To be in proper written form, a Nominating Shareholder’s notice to the secretary of the Company must set forth:
|
i.
|
as to each person whom the Nominating Shareholder proposes to nominate for election as a director:
|
1.
|
the name, age, business address and residential address of the person,
|
2.
|
the principal occupation or employment of the person,
|
3.
|
the class or series and number of shares in the capital of the Company which are owned beneficially or of record by the person or under the control or direction of the person as of the record date for the meeting of shareholders (if such date shall then have been made publicly available and shall have occurred) and as of the date of such notice, and
|
4.
|
any other information relating to the person that would be required to be disclosed in either (i) a dissident’s proxy circular in connection with solicitations of proxies for election of directors pursuant to the
Business Corporations Act
and Applicable Securities Laws, or (ii) the Company’s proxy statement in connection with such meeting pursuant to Applicable Securities Laws if the nominee had been a nominee for election as director in that proxy statement, and
|
ii.
|
as to the Nominating Shareholder giving the notice, any proxy, contract, arrangement, understanding or relationship pursuant to which such Nominating Shareholder has a right to vote any shares of the Company and any other information relating to such Nominating Shareholder that would be required to be made in a either (i) dissident’s proxy circular in connection with solicitations of proxies for election of directors pursuant to the
Business Corporations Act
and
Applicable Securities Laws.
|
(f)
|
The Company may require a Nominating Shareholder to furnish such other information regarding any proposed nominee as may reasonably be required by the Company to determine the eligibility of such proposed nominee to serve as an independent director of the Company or that could be material to a reasonable shareholder’s understanding of the independence, or lack thereof, of such proposed nominee.
|
(g)
|
No person shall be eligible for election or re-election as a director of the Company unless nominated in accordance with the provisions of this Article 10.3; provided, however, that nothing in this Article 10.3 shall be deemed to preclude discussion by a shareholder (as distinct from the nomination of directors) at a meeting of shareholders of any matter in respect of which it would have been entitled to submit a proposal pursuant to the provisions of the
Business Corporations Act
. The chair of the meeting shall have the power and duty to determine whether a nomination was made in accordance with the procedures set forth in the foregoing provisions and, if any proposed nomination is not in compliance with such foregoing provisions, to declare that such defective nomination shall be disregarded.
|
(h)
|
Notwithstanding any other provision of this Article 10.3, notice given to the secretary of the Company pursuant to this Article 10.3 may only be given by personal delivery, facsimile transmission or by email (at such email address as stipulated from time to time by the secretary of the Company for the purposes of this notice), and shall be deemed to have been given and made only at the time it is served by personal delivery, email (at the address as aforesaid) or sent by facsimile transmission (provided that receipt of confirmation of such transmission has been received) to the secretary at the address of the principal executive offices of the Company; provided that if such delivery or electronic communication is made on a day which is a not
|
(i)
|
Notwithstanding the foregoing, the board of directors may, in their sole discretion, waive any requirement in this Article 10.3.
|
(j)
|
Nothing in this Article 10.3 shall preclude the directors from appointing directors due to a casual vacancy as contemplated in Article 10.5, pursuant to their authority in Article 10.6 or as otherwise permitted pursuant to the
Business Corporations Act
.
|
10.4
|
If the Company fails to hold an annual general meeting in accordance with the
Business Corporations Act
or fails, at an annual general meeting, to elect or appoint directors, the directors then in office continue to hold office until the earlier of,
|
(g)
|
the date on which the failure is remedied, and
|
(h)
|
the date on which they otherwise cease to hold office under the
Business Corporations Act
or these Articles.
|
10.5
|
Any casual vacancy occurring in the board may be filled by the directors.
|
10.6
|
Despite Articles 10.1 and 10.2, the directors may appoint one or more additional directors, but the number of additional directors appointed under this Article must not at any time exceed 1/3 of the number of the current directors who were elected or appointed as directors other than under this Article.
|
10.7
|
The shareholders may remove any director before the expiration of his or her term of office by: (i) special resolution; or (ii) if a Change of Control Transaction occurs, by ordinary resolution. In that event, subject to Article 10.3, the shareholders may elect, or appoint contemporaneously with the removal, a director to fill the resulting vacancy. If the shareholders do not elect or appoint a director to fill the resulting vacancy contemporaneously with the removal, then the directors may appoint or the shareholders may elect a director to fill that vacancy.
|
10.8
|
An act or proceeding of the directors is not invalid merely because fewer than the number of directors required by Article 10.1 are in office.
|
10.9
|
The directors are entitled to the remuneration for acting as directors as the directors may from time to time determine. If the directors so decide, the remuneration of the directors, if any, will be determined by the shareholders. That remuneration may be in addition to any salary or other remuneration paid to any officer or employee of the Company as such, who is also a director.
|
10.10
|
The Company must reimburse each director for the reasonable expenses that he or she may incur in and about the business of the Company.
|
11.1
|
The directors may meet together for the conduct of business, adjourn and otherwise regulate their meetings as they think fit, and meetings of the board held at regular intervals may be held at the place, at the time and on the notice, if any, that the board may by resolution from time to time determine. In any financial year of the Company, a majority of the meetings of the board need not be held within Canada.
|
11.2
|
Meetings of directors are to be chaired by,
|
(a)
|
the chair of the board, if any,
|
(b)
|
in the absence of the chair of the board, the president, if any, if the president is a director, or
|
(c)
|
any other director chosen by the directors if,
|
(iii)
|
neither the chair of the board nor the president, if a director, is present at the meeting within 15 minutes after the time set for holding the meeting,
|
(iv)
|
neither the chair of the board nor the president, if a director, is willing to chair the meeting, or
|
(v)
|
the chair of the board and the president, if a director, have advised the secretary, if any, or any other director, that they will not be present at the meeting.
|
11.3
|
Questions arising at any meeting of directors are to be decided by a majority of votes and, in the case of an equality of votes, the chair of the meeting does not have a second or casting vote.
|
11.4
|
A director may, and the secretary, if any, on request of a director must, call a meeting of the board at any time.
|
11.5
|
Subject to Articles 11.6 and 11.7, if a meeting of the board is called under Article 11.4, reasonable notice of that meeting, specifying the place, date and time of that meeting, must be given to each of the directors,
|
(a)
|
by mail addressed to the director’s address as it appears on the books of the Company or to any other address provided to the Company by the director for this purpose,
|
(b)
|
by leaving it at the director’s prescribed address or at any other address provided to the Company by the director for this purpose, or
|
(c)
|
orally, by delivery of written notice or by telephone, voice mail, e-mail, fax or any other method of legibly transmitting messages.
|
11.6
|
It is not necessary to give notice of a meeting of the directors to a director if,
|
(a)
|
the meeting is to be held immediately following a meeting of shareholders at which that director was elected or appointed or is the meeting of the directors at which that director is appointed,
|
(b)
|
the director has filed a waiver under Article 11.8, or
|
(c)
|
the meeting is a regularly scheduled meeting.
|
11.7
|
The accidental omission to give notice of any meeting of directors to any director, or the non-receipt of any notice by any director, does not invalidate any proceedings at that meeting.
|
11.8
|
Any director may file with the Company a document signed by the director waiving notice of any past, present or future meeting of the directors and may at any time withdraw that waiver with respect to meetings of the directors held after that withdrawal.
|
11.9
|
After a director files a waiver under Article 11.8 with respect to future meetings of the directors, and until that waiver is withdrawn, notice of any meeting of the directors need not be given to that director unless the director otherwise requires in writing to the Company.
|
11.10
|
The quorum necessary for the transaction of the business of the directors may be set by the directors and, if not so set, is a majority of the directors.
|
11.11
|
If there is only one director, the quorum necessary for the transaction of the business of the directors is one director, and that director may constitute a meeting.
|
11.12
|
Notice of an adjourned meeting of the directors is not required if the time and place of the adjourned meeting is announced at the original meeting.
|
12.1
|
The directors may, by directors’ resolution,
|
(a)
|
change the name of the Company to any name chosen by the directors in their absolute discretion, and the directors are authorized to alter the Notice of Articles of the Company in accordance with Section 257(2) of the
Business Corporations Act
in connection with a change of name of the Company, and
|
(b)
|
subdivide or consolidate all or any of its issued and/or unissued shares.
|
13.1
|
The directors, by resolution,
|
(a)
|
shall establish an audit committee, a nominating committee and a compensation committee,
|
(b)
|
may establish such other committees of the board that they consider appropriate,
|
(c)
|
may delegate to a committee appointed under paragraph (a) or (b) any of the directors’ powers, except,
|
(i)
|
the power to fill vacancies in the board,
|
(ii)
|
the power to change the membership of, or fill vacancies in, any committee of the board, and
|
(iii)
|
the power to appoint or remove officers appointed by the board, and
|
(d)
|
make any delegation referred to in paragraph (c) subject to the conditions set out in the resolution.
|
13.2
|
Any committee formed under Article 13.1, in the exercise of the powers delegated to it, must,
|
(a)
|
conform to any rules that may from time to time be imposed on it by the directors, and
|
(b)
|
report every act or thing done in exercise of those powers to the earliest meeting of the directors to be held after the act or thing has been done.
|
13.3
|
The powers of a committee of the directors may be exercised by a meeting at which a quorum is present or by resolution in writing signed by all of the members of such committee who would have been entitled to vote on that resolution at a meeting of the committee. Meetings of such committee may be held at any place within or outside Canada.
|
13.4
|
Unless otherwise determined by the directors or these Articles, each committee shall have the power to fix its quorum at not less than a majority of its members, to elect its chairman and to regulate its procedure. To the extent that the directors or the committee does not establish rules to regulate the procedure of the committee, the provisions of these Articles applicable to meetings of the directors shall apply
mutatis mutandis
.
|
13.5
|
The board may, at any time,
|
(a)
|
revoke the authority given to a committee, or override a decision made by a committee, except as to acts done before such revocation or overriding,
|
(b)
|
terminate the appointment of, or change the membership of, a committee, and
|
(c)
|
fill vacancies in a committee.
|
13.5
|
Subject to Article 13.2(a),
|
(a)
|
the members of a directors’ committee may meet and adjourn as they think proper,
|
(b)
|
a directors’ committee may elect a chair of its meetings but, if no chair of the meeting is elected, or if at any meeting the chair of the meeting is not present within 15 minutes after the time set for holding the meeting, the directors present who are members of the committee may choose one of their number to chair the meeting, and
|
(c)
|
questions arising at any meeting of a directors’ committee are determined by a majority of votes of the members present, and in case of an equality of votes, the chair of the meeting has no second or casting vote.
|
14.1
|
The board may, from time to time, appoint a president, secretary or any other officers that it considers necessary, and none of the individuals appointed as officers need be a member of the board.
|
14.2
|
The board may, for each officer,
|
(a)
|
determine the functions and duties the officer is to perform,
|
(b)
|
entrust to and confer on the officer any of the powers exercisable by the directors on such terms and conditions and with such restrictions as the directors think fit, and
|
(c)
|
from time to time revoke, withdraw, alter or vary all or any of the functions, duties and powers of the officer.
|
14.3
|
All appointments of officers are to be made on the terms and conditions and at the remuneration (whether by way of salary, fee, commission, participation in profits or otherwise) that the board thinks fit and are subject to termination at the pleasure of the board.
|
14.4
|
The directors shall have power from time to time to appoint agents or attorneys for the Company in or out of British Columbia with such powers or management or otherwise (including the power to sub-delegate) as may be thought fit.
|
15.1
|
A director may hold any office or place of profit with the Company (other than the office of auditor of the Company) in addition to his or her office of director for the period and on the terms (as to remuneration or otherwise) that the directors may determine.
|
15.2
|
No director or intended director is disqualified by his or her office from contracting with the Company either with regard to the holding of any office or place of profit the director holds with the Company or as vendor, purchaser or otherwise.
|
15.3
|
Subject to compliance with the provisions of the
Business Corporations Act
, a director or officer of the Company, or any corporation or firm in which that individual has an interest, may act in a professional capacity for the Company, except as auditor of the Company, and the director or officer or such corporation or firm is entitled to remuneration for professional services as if that individual were not a director or officer.
|
15.4
|
A director or officer may be or become a director, officer or employee of, or may otherwise be or become interested in, any corporation, firm or entity in which the Company may be interested as a shareholder or otherwise, and, subject to compliance with the provisions of the
Business Corporations Act
, the director or officer is not accountable to the Company for any remuneration or other benefits received by him or her as director, officer or employee of, or from his or her interest in, such other corporation, firm or entity.
|
15.5
|
If a majority of the board determines that a matter or information relating to the Company’s strategy, business plan, budget or operations is competitively sensitive in relation to a director, such director will be deemed to have a disclosable interest in the matter, and to the extent permissible by applicable law, such director shall not be entitled to receive any information, participate in any discussion or vote on the matter to the extent it relates to the area of competition deemed to be a conflict of interest.
|
15.6
|
In addition to Section 151 of the
Business Corporations Act
, a contract or transaction with the Company is not invalid merely because a director who may have a disclosable interest votes on such contract or transaction.
|
16.1
|
In addition to limitations of liability pursuant to the
Business Corporations Act
and applicable law, no director or officer of the Company shall be liable for the acts or omissions of any other director, officer, employee or agent of the Company, or for any costs, charges or expenses of the Company resulting from any deficiency of title to any property acquired for or on behalf of the Company, or for the insufficiency of any security in or upon which any of the moneys of the Company shall be invested, or for any loss or damage arising from bankruptcy or insolvency, or in respect of any tortious acts of or relating to the Company or any other director, officer, employee or agent of the Company, or for any loss occasioned by an error of judgment or oversight on the part of any other director, officer, employee or agent of the Company, or for any other costs, charges or expenses of the Company occurring in connection with the execution of the duties of the director or officer, unless such costs, charges or expenses are incurred as a result of such person’s own willful neglect, fraud or gross negligence. Nothing in these Articles, however, shall relieve any director or officer from the duty to act in accordance with the
Business Corporations Act
or from liability for any breach of the
Business Corporations Act
.
|
16.2
|
The directors must cause the Company to indemnify and advance the reasonable expenses of its directors and former directors, and their respective heirs and personal or other legal representatives to the greatest extent permitted by Division 5 of Part 5 of the
Business Corporations Act
.
|
16.3
|
Each director is deemed to have contracted with the Company on the terms of the indemnity referred to in Article 16.2.
|
16.4
|
The Company shall purchase and maintain such insurance for the benefit of an individual referred to in these Articles against any liability incurred by the individual in his or her capacity as a director or officer of the Company, or in his or her capacity as a director or officer, or a similar capacity of another entity, if the individual acts or acted in that capacity at the Company’s request.
|
17.1
|
Subject to the rights, if any, of shareholders holding shares with special rights as to dividends, the directors may from time to time declare and authorize payment of any dividends the directors consider appropriate.
|
17.2
|
The directors need not give notice to any shareholder of any declaration under Article 17.1.
|
17.3
|
Any dividend declared by the directors may be made payable on such date as is fixed by the directors.
|
17.4
|
Subject to the rights of shareholders, if any, holding shares with special rights as to dividends, all dividends on shares of any class or series of shares must be declared and paid according to the number of such shares held.
|
17.5
|
A resolution declaring a dividend may direct payment of the dividend wholly or partly by the distribution of specific assets or of paid up shares or fractional shares, bonds, debentures or other debt obligations of the Company, or in anyone or more of those ways, and, if any difficulty arises in regard to the distribution, the directors may settle the difficulty as they consider expedient, and, in particular, may set the value for distribution of specific assets.
|
17.6
|
No dividend bears interest against the Company.
|
17.7
|
If a dividend to which a shareholder is entitled includes a fraction of the smallest monetary unit of the currency of the dividend, that fraction may be disregarded in making payment of the dividend and that payment represents full payment of the dividend.
|
17.8
|
Any dividend or other distribution payable in cash in respect of shares may be paid by cheque, made payable to the order of the person to whom it is sent, and mailed,
|
(a)
|
subject to paragraphs (b) and (c), to the address of the shareholder,
|
(b)
|
subject to paragraph (c), in the case of joint shareholders, to the address of the joint shareholder whose name stands first on the central securities register in respect of the shares, or
|
(c)
|
to the person and to the address as the shareholder or joint shareholders may direct in writing.
|
17.9
|
If several persons are joint shareholders of any share, anyone of them may give an effective receipt for any dividend, bonus or other money payable in respect of the share.
|
17.10
|
Any dividend unclaimed after a period of six (6) years from the date on which it has been declared to be payable shall be forfeited and shall revert to the Company.
|
18.1
|
The board must cause adequate accounting records to be kept to record properly the financial affairs and condition of the Company and to comply with the provisions of the
Business Corporations Act
.
|
19.1
|
The Company’s seal, if any, must not be impressed on any record except when that impression is attested by the signature or signatures of,
|
(a)
|
any 2 directors,
|
(b)
|
any officer, together with any director,
|
(c)
|
if the Company only has one director, that director, or
|
(d)
|
any one or more directors or officers or persons as may be determined by resolution of the directors.
|
19.2
|
For the purpose of certifying under seal a true copy of any resolution or other document, the seal must be impressed on that copy and, despite Article 19.1, may be attested by the signature of any director or officer.
|
19.3
|
All securities carrying voting rights of any other corporation held from time to time by the Company may be voted at any and all meetings of shareholders, bond holders, debenture holders or holders of other securities (as the case may be) of such other corporation and in such manner as the board may from time to time determine. Any person or persons authorized to sign on behalf of the Company may also from time to time execute and deliver proxies for and on behalf of the Company and/or arrange for the issuance of voting certificates and/or other evidence of the right to vote for and on behalf of the Company in such names as they may determine.
|
20.1
|
If two or more persons are registered as joint holders of any share, any notice shall be addressed to all of such joint holders but notice sent to one of such persons shall be sufficient notice to all of them.
|
20.2
|
If a person becomes entitled to a share as a result of the death, bankruptcy or incapacity of a shareholder, the Company may provide a notice, statement, report or other record to that person by,
|
(a)
|
mailing the record, addressed to that person,
|
(i)
|
by name, by the title of representative of the deceased or incapacitated shareholder, by the title of trustee of the bankrupt shareholder or by any similar description, and
|
(ii)
|
at the address, if any, supplied to the Company for that purpose by the person claiming to be so entitled, or
|
(b)
|
if an address referred to in paragraph (a) (ii) has not been supplied to the Company, by giving the notice in a manner in which it might have been given if the death, bankruptcy or incapacity had not occurred.
|
20.3
|
Any notice duly sent to any shareholder shall be deemed to have been duly served in respect of the shares held by the shareholder (whether held solely or with other persons), notwithstanding that such shareholder is then deceased and whether or not the Company has notice of such death, until some other person is entered in place of that person in the securities register of the Company as the shareholder or as one of the shareholders thereof and such service shall for all purposes be deemed a sufficient service of notice to the heirs, executors or administrators of that person and all persons, if any, interested with that person in such shares.
|
20.4
|
The signature of any director or officer of the Company to any notice may be written, stamped, typewritten or printed or partly written, stamped, typewritten or printed.
|
20.5
|
A certificate of any officer or director of the Company in office at the time of making of the certificate or of an agent of the Company as to facts in relation to the sending of any notice to any shareholder, director, officer or auditor or publication of any notice shall be conclusive evidence thereof and shall be binding on every shareholder, director, officer or auditor of the Company, as the case may be.
|
21.1
|
The shareholders holding Common Shares (other than a Subsidiary of the Company that holds Common Shares) shall have the right to receive notice of, and to attend and vote at, all meetings of the Company whether general, special, ordinary or extraordinary, and a shareholder holding Common Shares shall have one vote in respect of each Common Share held by that shareholder and is entitled to vote in person or by proxy.
|
21.2
|
Dividends may be declared on the Common Shares independently of the declaring of dividends on any of the other classes of shares of the Company.
|
21.3
|
In the event of the liquidation, dissolution or winding-up of the Company, whether voluntary or involuntary, the holders of Common Shares will be entitled to receive the remaining property of the Company, after payment to the holders of the Special Shares in accordance with Article 22.5.
|
22.1
|
The Special Shares as a class shall have attached to them the special rights or restrictions specified in this Part 22.
|
22.2
|
The Special Shares may include one or more series of shares and, subject to the
Business Corporations Act
, the directors may, by resolution, if none of the shares of any particular series are issued, alter these Articles and authorize the alteration of the Notice of Articles of the Company, as the case may be, to do one or more of:
|
(a)
|
determine the maximum number of shares of any of those series of shares that the Company is authorized to issue, determine that there is no such maximum number or alter any determination made under this section (a) or otherwise in relation to a maximum number of those shares,
|
(b)
|
create an identifying name by which the shares of any of those series of shares may be identified, or alter any identifying name created for those shares, and
|
(c)
|
attach special rights and restrictions to the shares of any of those series of shares, or alter any special rights or restrictions attached to those shares, including, without limitation, the terms and conditions of any purchase for cancellation or redemption thereof, or the redemption amount thereof.
|
22.3
|
The holders of the Special Shares of the Company (other than a Subsidiary of the Company) shall have the right to receive notice of, and to attend and vote at, all meetings of the Company whether general, special, ordinary or extraordinary.
|
22.4
|
The holders of the Special Shares shall be entitled to receive and the Company shall pay thereon, as and when declared by the directors non-cumulative preferential dividends. The holders of the Special Shares shall not be entitled to any dividends other than or in excess of the non-cumulative preferential dividends hereinbefore provided for.
|
22.5
|
The holders of Special Shares shall be entitled, on the liquidation, winding-up or dissolution of the Company, whether voluntary or involuntary, or on any other distribution of its assets among its shareholders for the purpose of winding up its affairs, to receive, before any distribution is made to the holders of the Common Shares or any other shares of the Company ranking junior to the Special Shares with respect to the distribution of assets on the liquidation, winding-up or dissolution of the Company, whether voluntary or involuntary, or on any other distribution of its assets among its shareholders for the purpose of winding up its affairs, the redemption amount with respect to each Special Share held by them, together with the fixed premium (if any) thereon, and all declared and unpaid non-cumulative dividends thereon. After payment to the holders of the Special Shares of the amounts so payable to them, they shall not, as such, be entitled to share in any further distribution of the assets of the Company except as specifically provided in the special rights or restrictions attached to the shares of any particular series of Special Shares.
|
|
|
|
|
2
|
|
|
3
|
|
|
4
|
|
|
5
|
|
|
6
|
|
|
7
|
|
|
8
|
|
|
9
|
|
|
10
|
|
|
11
|
|
|
|
|
|
2
|
|
|
3
|
|
|
4
|
|
|
5
|
|
|
6
|
|
|
7
|
|
|
8
|
|
|
9
|
|
|
10
|
|
|
11
|
|
|
12
|
|
*
|
Excludes certain non-significant subsidiaries that are either discontinued or immaterial.
|
1.
|
I have reviewed this Annual Report on Form 10-K for the year ended
December 28, 2014
, of Masonite International Corporation;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements and other financial information included in this report fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a.
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b.
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c.
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d.
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected or is reasonably likely to materially affect the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
a.
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
b.
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls over financial reporting.
|
Date:
|
February 26, 2015
|
/s/
|
Frederick J. Lynch
|
|
Frederick J. Lynch
|
|
President and Chief Executive Officer
|
|
(Principal Executive Officer)
|
1.
|
I have reviewed this Annual Report on Form 10-K for the year ended
December 28, 2014
, of Masonite International Corporation;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements and other financial information included in this report fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a.
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b.
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c.
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d.
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected or is reasonably likely to materially affect the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
a.
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
b.
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls over financial reporting.
|
Date:
|
February 26, 2015
|
/s/
|
Mark J. Erceg
|
|
Mark J. Erceg
|
|
Executive Vice President and Chief Financial Officer
|
|
(Principal Financial Officer)
|
Date:
|
February 26, 2015
|
/s/
|
Frederick J. Lynch
|
|
Frederick J. Lynch
|
|
President and Chief Executive Officer
|
|
(Principal Executive Officer)
|
Date:
|
February 26, 2015
|
/s/
|
Mark J. Erceg
|
|
Mark J. Erceg
|
|
Executive Vice President and Chief Financial Officer
|
|
(Principal Financial Officer)
|