FORM 10-K
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British Columbia, Canada
(State or other jurisdiction of incorporation or organization)
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98-0377314
(I.R.S. Employer Identification No.)
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Common Stock (no par value)
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New York Stock Exchange
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(Title of class)
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(Name of exchange on which registered)
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Large accelerated filer
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x
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Accelerated filer
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o
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Non-accelerated filer
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o
(Do not check if a smaller reporting company)
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Smaller reporting company
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o
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our ability to successfully implement our business strategy;
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general economic, market and business conditions;
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levels of residential new construction; residential repair, renovation and remodeling; and non-residential building construction activity;
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the United Kingdom's vote to leave, and its eventual exit from, the European Union;
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competition;
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our ability to manage our operations including integrating our recent acquisitions and companies or assets we acquire in the future;
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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 ABL Facility;
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labor relations (i.e., disruptions, strikes or work stoppages), labor costs and availability of labor;
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increases in the costs of raw materials or any shortage in supplies;
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our ability to keep pace with technological developments;
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the actions taken by, and the continued success of, certain key customers;
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our ability to maintain relationships with certain customers;
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the ability to generate the benefits of our restructuring activities;
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retention of key management personnel;
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environmental and other government regulations; and
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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.
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Net Sales
by Segment - 2016 |
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Global Net Sales of Doors
by End Market - 2016 |
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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.
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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.
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the strength of the economy;
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the amount and type of residential and non-residential construction;
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housing sales and home values;
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the age of existing home stock, home vacancy rates and foreclosures;
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non-residential building occupancy rates;
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increases in the cost of raw materials or any shortage in supplies or labor;
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the availability and cost of credit;
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employment rates and consumer confidence; and
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demographic factors such as immigration and migration of the population and trends in household formation.
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our inability to integrate the acquired business;
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our inability to manage acquired businesses or control integration and other costs relating to acquisitions;
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our lack of experience with a particular business should we invest in a new product line;
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diversion of management attention;
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our failure to achieve projected synergies or cost savings;
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impairment of goodwill affecting our reported net income;
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our inability to retain the management or other key employees of the acquired business;
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our inability to establish uniform standards, controls, procedures and policies;
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our inability to retain customers of our acquired companies;
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risks associated with the internal controls of acquired companies;
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exposure to legal claims for activities of the acquired business prior to the acquisition;
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our due diligence procedures could fail to detect material issues related to the acquired business;
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unforeseen management and operational difficulties, particularly if we acquire assets or businesses in new foreign jurisdictions where we have little or no operational experience;
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damage to our reputation as a result of performance or customer satisfaction problems relating to an acquired businesses;
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the performance of any acquired business could be lower than we anticipated; and
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our inability to enforce indemnifications and non-compete agreements.
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the difficulty of enforcing agreements and collecting receivables through foreign legal systems;
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trade protection measures and import or export licensing requirements;
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tax rates in foreign countries and the imposition of withholding requirements on foreign earnings;
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the imposition of tariffs or other restrictions;
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difficulty in staffing and managing widespread operations and the application of foreign labor regulations;
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required compliance with a variety of foreign laws and regulations; and
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changes in general economic and political conditions in countries where we operate.
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incur additional indebtedness and issue disqualified or preferred stock;
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make restricted payments;
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sell assets;
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create restrictions on the ability of their restricted subsidiaries to pay dividends or distributions;
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create or incur liens;
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enter into sale and lease-back transactions;
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merge or consolidate with other entities; and
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enter into transactions with affiliates.
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quarterly variations in our results of operations;
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results of operations that vary from the expectations of securities analysts and investors;
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results of operations that vary from those of our competitors;
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changes in expectations as to our future financial performance, including financial estimates by securities analysts and investors;
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announcements by us, our competitors or our vendors of significant contracts, acquisitions, joint marketing relationships, joint ventures or capital commitments;
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announcements by third parties of significant claims or proceedings against us;
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future sales of our common shares; and
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general domestic and international economic conditions.
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Manufacturing
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Warehouse
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Support
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Total
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Owned properties:
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North American Residential
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23
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8
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—
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31
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Europe
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7
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—
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2
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9
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Architectural
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6
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1
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—
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7
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Corporate & Other
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—
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—
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1
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1
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Total owned properties
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36
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9
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3
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48
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Leased properties:
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North American Residential
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15
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14
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1
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30
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Europe
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6
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7
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—
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13
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Architectural
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6
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4
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—
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10
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Corporate & Other
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1
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—
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4
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5
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Total leased properties
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28
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25
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5
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58
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Total owned and leased properties
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64
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34
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8
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106
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2016
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2015
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High
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Low
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High
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Low
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First quarter
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$
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66.61
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$
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45.14
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$
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67.15
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$
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57.70
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Second quarter
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72.11
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61.22
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72.00
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65.83
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Third quarter
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72.75
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61.56
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73.26
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63.06
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Fourth quarter
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68.55
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55.60
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67.39
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58.38
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September 9, 2013
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December 29, 2013
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December 28, 2014
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January 3, 2016
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January 1, 2017
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||||||||||
Masonite International Corporation
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$
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100.00
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$
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114.49
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$
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117.57
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$
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118.32
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$
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127.15
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Standard & Poor's 500 Index
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100.00
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113.98
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129.58
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131.37
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147.09
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Standard & Poor's 1500 Building Products Index
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100.00
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124.47
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136.04
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170.49
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182.05
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Total Number of Shares Purchased
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Average Price Paid per Share
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Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs
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Approximate Dollar Value of Shares that May Yet be Purchased Under the Plans or Programs
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||||||
October 3, 2016, through October 30, 2016
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72,880
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$
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61.63
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72,880
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$
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55,328,403
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October 31, 2016, through November 27, 2016
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—
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—
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—
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55,328,403
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November 28, 2016, through January 1, 2017
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223,546
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65.00
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223,546
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40,797,473
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Total
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296,426
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$
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64.17
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296,426
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Year Ended
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||||||||||||||||||
(In thousands of U.S. dollars, except for share and per share amounts)
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January 1,
2017 |
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January 3,
2016 |
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December 28,
2014 |
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December 29,
2013 |
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December 30,
2012 |
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Operating Results:
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Net sales
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$
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1,973,964
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$
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1,871,965
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$
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1,837,700
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$
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1,731,143
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$
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1,676,005
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Gross profit
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409,645
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350,850
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265,399
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225,507
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216,304
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Income (loss) from continuing operations
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104,894
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(41,741
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)
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(33,488
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)
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(8,362
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)
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(21,802
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)
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Net income (loss)
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104,142
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(42,649
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)
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(34,118
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)
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(8,960
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)
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(20,322
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)
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Net income (loss) attributable to Masonite
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98,622
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(47,111
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)
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(37,340
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)
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(11,010
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)
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(23,245
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)
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Income (loss) from continuing operations attributable to Masonite shareholders per common share (basic)
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3.27
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(1.53
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)
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(1.24
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)
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(0.37
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)
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(0.89
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)
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|||||
Income (loss) from continuing operations attributable to Masonite shareholders per common share (diluted)
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3.19
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(1.53
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)
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(1.24
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)
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(0.37
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)
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(0.89
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)
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|||||
Net income (loss) attributable to Masonite shareholders per common share (basic)
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3.25
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(1.56
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)
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(1.26
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)
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(0.39
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)
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(0.84
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)
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|||||
Net income (loss) attributable to Masonite shareholders per common share (diluted)
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3.17
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(1.56
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)
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(1.26
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)
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(0.39
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)
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(0.84
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)
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|||||
Cash Flow Data:
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Capital expenditures
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82,287
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51,065
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50,147
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45,971
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48,419
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|||||
Balance Sheet Data:
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Working capital
(1)
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347,559
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326,428
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455,335
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377,312
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398,903
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|||||
Total assets
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1,475,861
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1,499,149
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1,616,146
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1,566,345
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1,619,105
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|||||
Total debt
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470,745
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468,856
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503,785
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370,383
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370,343
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|||||
Total equity
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659,776
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|
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655,566
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735,499
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825,562
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837,815
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•
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the strength of the economy;
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•
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the amount and type of residential and commercial construction;
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•
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housing sales and home values;
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•
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the age of existing home stock, home vacancy rates and foreclosures;
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•
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commercial building occupancy rates;
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•
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increases in the cost of raw materials or any shortage in supplies;
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•
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the availability and cost of credit;
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•
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employment rates and consumer confidence; and
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demographic factors such as immigration and migration of the population and trends in household formation.
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FyreWerks:
On November 3, 2016 we completed the acquisition of FyreWerks, Inc. (“FyreWerks”), based in Westminster, Colorado. We acquired 100% of the equity interests in FyreWerks for consideration of
$8.0 million
, net of cash acquired. FyreWerks manufactures certified fire door core and frame components for use with architectural stile and rail wood panel doors and door frames. The FyreWerks acquisition complements our existing Architectural components business.
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USA Wood Door:
On October 1, 2015, we completed the acquisition of USA Wood Door, Inc. (“USA Wood Door”), based in Thorofare, New Jersey. We acquired 100% of the equity interests in USA Wood Door for consideration of $13.7 million, net of cash acquired. USA Wood Door is a supplier of architectural and commercial wood doors in the Eastern United States providing door and hardware distributors with machined, re-sized and value-added additions to both unfinished and prefinished doors in short lead times.
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Hickman:
On August 5, 2015, we completed the acquisition of Hickman Industries Limited (“Hickman”), a leading supplier of doorkits (similar to fully finished prehung door units) and other millwork in the United Kingdom. We acquired 100% of the equity interests in Hickman for consideration of $88.0 million, net of cash acquired. Hickman is headquartered in Wolverhampton, England, and their leadership in providing doorkit solutions to the homebuilder market in the United Kingdom is a natural extension of our existing business in the United Kingdom. Hickman’s deployment of automation and product line leadership complements the strategies we are pursuing with our business.
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PDS:
On July 23, 2015, we completed the acquisition of Performance Doorset Solutions (“PDS”), a leading supplier of custom doors and millwork in the United Kingdom that specializes in non-standard product specifications, manufacturing both wood and composite solutions. We acquired 100% of the equity interests in PDS for consideration of $15.7 million, net of cash acquired. PDS is based in Lancashire, United Kingdom, and is a producer of high quality niche product lines that complement our existing United Kingdom business.
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Harring:
On December 1, 2014, we completed the acquisition of Harring Doors Corporation ("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.
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•
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Door-Stop:
On February 24, 2014, we completed the acquisition of Door-Stop International Limited ("Door-Stop") for total consideration of $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.
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•
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South Africa
: On December 22, 2015, following a comprehensive assessment of Masonite (Africa) Limited (“MAL”), our South African subsidiary, the MAL Board of Directors approved a plan to enter into Business Rescue proceedings, the South African equivalent of bankruptcy proceedings in the United States, similar to a Chapter 11 reorganization. As a result of this plan, a Business Rescue Practitioner was appointed to manage the affairs of the business and we no longer maintained operational control over MAL. For this reason, we deconsolidated MAL effective December 22, 2015.
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France:
On July 31, 2015, we completed the sale of all of the capital stock of Premdor, S.A.S., Masonite’s door business in France, to a Paris-based independent investment firm (the "Buyer"). Pursuant to a stock purchase agreement dated July 16, 2015, the Buyer acquired all of Masonite's door manufacturing and distribution business in France for nominal consideration.
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•
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Israel:
Effective August 20, 2014, Masonite Israel Ltd., one of our wholly-owned subsidiaries, was deconsolidated due to our loss of operational control over the entity, as further described in Key Factors Affecting our Results of Operations - Organizational Restructuring above.
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depreciation;
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amortization;
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share based compensation expense;
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loss (gain) on disposal of property, plant and equipment;
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registration and listing fees;
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restructuring costs;
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•
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asset impairment;
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•
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loss (gain) on disposal of subsidiaries;
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•
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interest expense (income), net;
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•
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loss on extinguishment of debt;
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•
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other expense (income), net;
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•
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income tax expense (benefit);
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•
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loss (income) from discontinued operations, net of tax; and
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•
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net income (loss) attributable to non-controlling interest.
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Year Ended
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||||||||||
(In thousands)
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January 1, 2017
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January 3, 2016
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|
December 28, 2014
|
||||||
Net sales
|
$
|
1,973,964
|
|
|
$
|
1,871,965
|
|
|
$
|
1,837,700
|
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Cost of goods sold
|
1,564,319
|
|
|
1,521,115
|
|
|
1,572,301
|
|
|||
Gross profit
|
409,645
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|
|
350,850
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|
|
265,399
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|
|||
Gross profit as a % of net sales
|
20.8
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%
|
|
18.7
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%
|
|
14.4
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%
|
|||
Selling, general and administration expenses
|
260,364
|
|
|
244,145
|
|
|
224,077
|
|
|||
Selling, general and administration expenses as a % of net sales
|
13.2
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%
|
|
13.0
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%
|
|
12.2
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%
|
|||
Restructuring costs
|
1,445
|
|
|
5,678
|
|
|
11,137
|
|
|||
Asset impairment
|
1,511
|
|
|
9,439
|
|
|
18,202
|
|
|||
Loss (gain) on disposal of subsidiaries
|
(6,575
|
)
|
|
59,984
|
|
|
—
|
|
|||
Operating income (loss)
|
152,900
|
|
|
31,604
|
|
|
11,983
|
|
|||
Interest expense (income), net
|
28,178
|
|
|
32,884
|
|
|
41,525
|
|
|||
Loss on extinguishment of debt
|
—
|
|
|
28,046
|
|
|
—
|
|
|||
Other expense (income), net
|
(1,959
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)
|
|
(1,757
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)
|
|
(587
|
)
|
|||
Income (loss) from continuing operations before income tax expense (benefit)
|
126,681
|
|
|
(27,569
|
)
|
|
(28,955
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)
|
|||
Income tax expense (benefit)
|
21,787
|
|
|
14,172
|
|
|
4,533
|
|
|||
Income (loss) from continuing operations
|
104,894
|
|
|
(41,741
|
)
|
|
(33,488
|
)
|
|||
Income (loss) from discontinued operations, net of tax
|
(752
|
)
|
|
(908
|
)
|
|
(630
|
)
|
|||
Net income (loss)
|
104,142
|
|
|
(42,649
|
)
|
|
(34,118
|
)
|
|||
Less: net income (loss) attributable to non-controlling interest
|
5,520
|
|
|
4,462
|
|
|
3,222
|
|
|||
Net income (loss) attributable to Masonite
|
$
|
98,622
|
|
|
$
|
(47,111
|
)
|
|
$
|
(37,340
|
)
|
|
Year Ended
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||||||
(In thousands)
|
January 1, 2017
|
|
January 3, 2016
|
||||
North American Residential
|
$
|
1,357,228
|
|
|
$
|
1,197,330
|
|
North American Residential intersegment
|
(5,926
|
)
|
|
(4,106
|
)
|
||
North American Residential net sales to external customers
|
1,351,302
|
|
|
1,193,224
|
|
||
Percentage of consolidated net sales
|
68.5
|
%
|
|
63.7
|
%
|
||
|
|
|
|
||||
Europe
|
305,710
|
|
|
312,560
|
|
||
Europe intersegment
|
(4,543
|
)
|
|
(719
|
)
|
||
Europe net sales to external customers
|
301,167
|
|
|
311,841
|
|
||
Percentage of consolidated net sales
|
15.3
|
%
|
|
16.7
|
%
|
||
|
|
|
|
||||
Architectural
|
312,241
|
|
|
302,129
|
|
||
Architectural intersegment
|
(14,353
|
)
|
|
(10,310
|
)
|
||
Architectural net sales to external customers
|
297,888
|
|
|
291,819
|
|
||
Percentage of consolidated net sales
|
15.1
|
%
|
|
15.6
|
%
|
||
|
|
|
|
||||
Corporate & Other net sales to external customers
|
23,607
|
|
|
75,081
|
|
||
|
|
|
|
||||
Net sales to external customers
|
$
|
1,973,964
|
|
|
$
|
1,871,965
|
|
|
Year Ended January 1, 2017
|
||||||||||||||||||
(In thousands)
|
North American Residential
|
|
Europe
|
|
Architectural
|
|
Corporate & Other
|
|
Total
|
||||||||||
Adjusted EBITDA
|
$
|
212,619
|
|
|
$
|
38,795
|
|
|
$
|
25,160
|
|
|
$
|
(24,061
|
)
|
|
$
|
252,513
|
|
Adjusted EBITDA as a percentage of segment net sales
|
15.7
|
%
|
|
12.9
|
%
|
|
8.4
|
%
|
|
|
|
12.8
|
%
|
|
Year Ended January 3, 2016
|
||||||||||||||||||
(In thousands)
|
North American Residential
|
|
Europe
|
|
Architectural
|
|
Corporate & Other
|
|
Total
|
||||||||||
Adjusted EBITDA
|
$
|
165,560
|
|
|
$
|
30,468
|
|
|
$
|
23,281
|
|
|
$
|
(15,112
|
)
|
|
$
|
204,197
|
|
Adjusted EBITDA as a percentage of segment net sales
|
13.9
|
%
|
|
9.8
|
%
|
|
8.0
|
%
|
|
|
|
10.9
|
%
|
|
Year Ended January 1, 2017
|
||||||||||||||||||
(In thousands)
|
North American Residential
|
|
Europe
|
|
Architectural
|
|
Corporate & Other
|
|
Total
|
||||||||||
Adjusted EBITDA
|
$
|
212,619
|
|
|
$
|
38,795
|
|
|
$
|
25,160
|
|
|
$
|
(24,061
|
)
|
|
$
|
252,513
|
|
Less (plus):
|
|
|
|
|
|
|
|
|
|
||||||||||
Depreciation
|
31,159
|
|
|
8,480
|
|
|
9,622
|
|
|
8,343
|
|
|
57,604
|
|
|||||
Amortization
|
4,383
|
|
|
9,069
|
|
|
7,999
|
|
|
3,276
|
|
|
24,727
|
|
|||||
Share based compensation expense
|
—
|
|
|
—
|
|
|
—
|
|
|
18,790
|
|
|
18,790
|
|
|||||
Loss (gain) on disposal of property, plant and equipment
|
1,094
|
|
|
564
|
|
|
484
|
|
|
(31
|
)
|
|
2,111
|
|
|||||
Restructuring costs
|
—
|
|
|
19
|
|
|
1,313
|
|
|
113
|
|
|
1,445
|
|
|||||
Asset impairment
|
—
|
|
|
—
|
|
|
1,511
|
|
|
—
|
|
|
1,511
|
|
|||||
Loss (gain) on disposal of subsidiaries
|
—
|
|
|
(1,431
|
)
|
|
—
|
|
|
(5,144
|
)
|
|
(6,575
|
)
|
|||||
Interest expense (income), net
|
—
|
|
|
—
|
|
|
—
|
|
|
28,178
|
|
|
28,178
|
|
|||||
Other expense (income), net
|
—
|
|
|
557
|
|
|
—
|
|
|
(2,516
|
)
|
|
(1,959
|
)
|
|||||
Income tax expense (benefit)
|
—
|
|
|
—
|
|
|
—
|
|
|
21,787
|
|
|
21,787
|
|
|||||
Loss (income) from discontinued operations, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
752
|
|
|
752
|
|
|||||
Net income (loss) attributable to non-controlling interest
|
3,389
|
|
|
—
|
|
|
—
|
|
|
2,131
|
|
|
5,520
|
|
|||||
Net income (loss) attributable to Masonite
|
$
|
172,594
|
|
|
$
|
21,537
|
|
|
$
|
4,231
|
|
|
$
|
(99,740
|
)
|
|
$
|
98,622
|
|
|
Year Ended January 3, 2016
|
||||||||||||||||||
(In thousands)
|
North American Residential
|
|
Europe
|
|
Architectural
|
|
Corporate & Other
|
|
Total
|
||||||||||
Adjusted EBITDA
|
$
|
165,560
|
|
|
$
|
30,468
|
|
|
$
|
23,281
|
|
|
$
|
(15,112
|
)
|
|
$
|
204,197
|
|
Less (plus):
|
|
|
|
|
|
|
|
|
|
||||||||||
Depreciation
|
31,456
|
|
|
8,105
|
|
|
8,223
|
|
|
11,376
|
|
|
59,160
|
|
|||||
Amortization
|
4,954
|
|
|
6,860
|
|
|
8,428
|
|
|
3,483
|
|
|
23,725
|
|
|||||
Share based compensation expense
|
—
|
|
|
—
|
|
|
—
|
|
|
13,236
|
|
|
13,236
|
|
|||||
Loss (gain) on disposal of property, plant and equipment
|
796
|
|
|
325
|
|
|
548
|
|
|
(298
|
)
|
|
1,371
|
|
|||||
Restructuring costs
|
10
|
|
|
2,501
|
|
|
—
|
|
|
3,167
|
|
|
5,678
|
|
|||||
Asset impairment
|
—
|
|
|
9,439
|
|
|
—
|
|
|
—
|
|
|
9,439
|
|
|||||
Loss (gain) on disposal of subsidiaries
|
—
|
|
|
29,721
|
|
|
—
|
|
|
30,263
|
|
|
59,984
|
|
|||||
Interest expense (income), net
|
—
|
|
|
—
|
|
|
—
|
|
|
32,884
|
|
|
32,884
|
|
|||||
Loss on extinguishment of debt
|
—
|
|
|
—
|
|
|
—
|
|
|
28,046
|
|
|
28,046
|
|
|||||
Other expense (income), net
|
(50
|
)
|
|
1,087
|
|
|
—
|
|
|
(2,794
|
)
|
|
(1,757
|
)
|
|||||
Income tax expense (benefit)
|
—
|
|
|
—
|
|
|
—
|
|
|
14,172
|
|
|
14,172
|
|
|||||
Loss (income) from discontinued operations, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
908
|
|
|
908
|
|
|||||
Net income (loss) attributable to non-controlling interest
|
3,323
|
|
|
—
|
|
|
—
|
|
|
1,139
|
|
|
4,462
|
|
|||||
Net income (loss) attributable to Masonite
|
$
|
125,071
|
|
|
$
|
(27,570
|
)
|
|
$
|
6,082
|
|
|
$
|
(150,694
|
)
|
|
$
|
(47,111
|
)
|
|
Year Ended
|
||||||
(In thousands)
|
January 3, 2016
|
|
December 28, 2014
|
||||
North American Residential
|
$
|
1,197,330
|
|
|
$
|
1,145,664
|
|
North American Residential intersegment
|
(4,106
|
)
|
|
(2,692
|
)
|
||
North American Residential net sales to external customers
|
1,193,224
|
|
|
1,142,972
|
|
||
Percentage of consolidated net sales
|
63.7
|
%
|
|
62.2
|
%
|
||
|
|
|
|
||||
Europe
|
312,560
|
|
|
326,649
|
|
||
Europe intersegment
|
(719
|
)
|
|
(499
|
)
|
||
Europe net sales to external customers
|
311,841
|
|
|
326,150
|
|
||
Percentage of consolidated net sales
|
16.7
|
%
|
|
17.7
|
%
|
||
|
|
|
|
||||
Architectural
|
302,129
|
|
|
277,551
|
|
||
Architectural intersegment
|
(10,310
|
)
|
|
(7,339
|
)
|
||
Architectural net sales to external customers
|
291,819
|
|
|
270,212
|
|
||
Percentage of consolidated net sales
|
15.6
|
%
|
|
14.7
|
%
|
||
|
|
|
|
||||
Corporate & Other net sales to external customers
|
75,081
|
|
|
98,366
|
|
||
|
|
|
|
||||
Net sales to external customers
|
$
|
1,871,965
|
|
|
$
|
1,837,700
|
|
|
Year Ended January 3, 2016
|
||||||||||||||||||
(In thousands)
|
North American Residential
|
|
Europe
|
|
Architectural
|
|
Corporate & Other
|
|
Total
|
||||||||||
Adjusted EBITDA
|
$
|
165,560
|
|
|
$
|
30,468
|
|
|
$
|
23,281
|
|
|
$
|
(15,112
|
)
|
|
$
|
204,197
|
|
Adjusted EBITDA as a percentage of segment net sales
|
13.9
|
%
|
|
9.8
|
%
|
|
8.0
|
%
|
|
|
|
10.9
|
%
|
|
Year Ended December 28, 2014
|
||||||||||||||||||
(In thousands)
|
North American Residential
|
|
Europe
|
|
Architectural
|
|
Corporate & Other
|
|
Total
|
||||||||||
Adjusted EBITDA
|
$
|
120,944
|
|
|
$
|
14,570
|
|
|
$
|
19,799
|
|
|
$
|
(18,226
|
)
|
|
$
|
137,087
|
|
Adjusted EBITDA as a percentage of segment net sales
|
10.6
|
%
|
|
4.5
|
%
|
|
7.3
|
%
|
|
|
|
7.5
|
%
|
|
Year Ended January 3, 2016
|
||||||||||||||||||
(In thousands)
|
North American Residential
|
|
Europe
|
|
Architectural
|
|
Corporate & Other
|
|
Total
|
||||||||||
Adjusted EBITDA
|
$
|
165,560
|
|
|
$
|
30,468
|
|
|
$
|
23,281
|
|
|
$
|
(15,112
|
)
|
|
$
|
204,197
|
|
Less (plus):
|
|
|
|
|
|
|
|
|
|
||||||||||
Depreciation
|
31,456
|
|
|
8,105
|
|
|
8,223
|
|
|
11,376
|
|
|
59,160
|
|
|||||
Amortization
|
4,954
|
|
|
6,860
|
|
|
8,428
|
|
|
3,483
|
|
|
23,725
|
|
|||||
Share based compensation expense
|
—
|
|
|
—
|
|
|
—
|
|
|
13,236
|
|
|
13,236
|
|
|||||
Loss (gain) on disposal of property, plant and equipment
|
796
|
|
|
325
|
|
|
548
|
|
|
(298
|
)
|
|
1,371
|
|
|||||
Restructuring costs
|
10
|
|
|
2,501
|
|
|
—
|
|
|
3,167
|
|
|
5,678
|
|
|||||
Asset impairment
|
—
|
|
|
9,439
|
|
|
—
|
|
|
—
|
|
|
9,439
|
|
|||||
Loss (gain) on disposal of subsidiaries
|
—
|
|
|
29,721
|
|
|
—
|
|
|
30,263
|
|
|
59,984
|
|
|||||
Interest expense (income), net
|
—
|
|
|
—
|
|
|
—
|
|
|
32,884
|
|
|
32,884
|
|
|||||
Loss on extinguishment of debt
|
—
|
|
|
—
|
|
|
—
|
|
|
28,046
|
|
|
28,046
|
|
|||||
Other expense (income), net
|
(50
|
)
|
|
1,087
|
|
|
—
|
|
|
(2,794
|
)
|
|
(1,757
|
)
|
|||||
Income tax expense (benefit)
|
—
|
|
|
—
|
|
|
—
|
|
|
14,172
|
|
|
14,172
|
|
|||||
Loss (income) from discontinued operations, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
908
|
|
|
908
|
|
|||||
Net income (loss) attributable to non-controlling interest
|
3,323
|
|
|
—
|
|
|
—
|
|
|
1,139
|
|
|
4,462
|
|
|||||
Net income (loss) attributable to Masonite
|
$
|
125,071
|
|
|
$
|
(27,570
|
)
|
|
$
|
6,082
|
|
|
$
|
(150,694
|
)
|
|
$
|
(47,111
|
)
|
|
Year Ended December 28, 2014
|
||||||||||||||||||
(In thousands)
|
North American Residential
|
|
Europe
|
|
Architectural
|
|
Corporate & Other
|
|
Total
|
||||||||||
Adjusted EBITDA
|
$
|
120,944
|
|
|
$
|
14,570
|
|
|
$
|
19,799
|
|
|
$
|
(18,226
|
)
|
|
$
|
137,087
|
|
Less (plus):
|
|
|
|
|
|
|
|
|
|
||||||||||
Depreciation
|
31,457
|
|
|
12,117
|
|
|
8,083
|
|
|
8,965
|
|
|
60,622
|
|
|||||
Amortization
|
5,832
|
|
|
3,537
|
|
|
8,747
|
|
|
3,606
|
|
|
21,722
|
|
|||||
Share based compensation expense
|
—
|
|
|
—
|
|
|
—
|
|
|
9,605
|
|
|
9,605
|
|
|||||
Loss (gain) on disposal of property, plant and equipment
|
3,843
|
|
|
(603
|
)
|
|
487
|
|
|
89
|
|
|
3,816
|
|
|||||
Restructuring costs
|
647
|
|
|
917
|
|
|
—
|
|
|
9,573
|
|
|
11,137
|
|
|||||
Asset impairment
|
—
|
|
|
14,020
|
|
|
—
|
|
|
4,182
|
|
|
18,202
|
|
|||||
Interest expense (income), net
|
—
|
|
|
—
|
|
|
—
|
|
|
41,525
|
|
|
41,525
|
|
|||||
Other expense (income), net
|
—
|
|
|
191
|
|
|
—
|
|
|
(778
|
)
|
|
(587
|
)
|
|||||
Income tax expense (benefit)
|
—
|
|
|
—
|
|
|
—
|
|
|
4,533
|
|
|
4,533
|
|
|||||
Loss (income) from discontinued operations, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
630
|
|
|
630
|
|
|||||
Net income (loss) attributable to non-controlling interest
|
2,828
|
|
|
—
|
|
|
—
|
|
|
394
|
|
|
3,222
|
|
|||||
Net income (loss) attributable to Masonite
|
$
|
76,337
|
|
|
$
|
(15,609
|
)
|
|
$
|
2,482
|
|
|
$
|
(100,550
|
)
|
|
$
|
(37,340
|
)
|
|
Fiscal Year Ended
|
||||||||||||||||||||||||||
(In thousands)
|
2017
|
|
2018
|
|
2019
|
|
2020
|
|
2021
|
|
Thereafter
|
|
Total
|
||||||||||||||
Long-term debt maturities
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
475,000
|
|
|
$
|
475,000
|
|
Scheduled interest payments
|
26,719
|
|
|
26,719
|
|
|
26,719
|
|
|
26,719
|
|
|
26,719
|
|
|
40,079
|
|
|
173,674
|
|
|||||||
Operating leases
|
20,249
|
|
|
19,003
|
|
|
17,774
|
|
|
15,499
|
|
|
11,927
|
|
|
71,487
|
|
|
155,939
|
|
|||||||
Pension contributions
|
5,768
|
|
|
807
|
|
|
2,647
|
|
|
989
|
|
|
1,634
|
|
|
9,016
|
|
|
20,861
|
|
|||||||
Total
(1)
|
$
|
52,736
|
|
|
$
|
46,529
|
|
|
$
|
47,140
|
|
|
$
|
43,207
|
|
|
$
|
40,280
|
|
|
$
|
595,582
|
|
|
$
|
825,474
|
|
INDEX TO THE CONSOLIDATED FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
|
||
|
|
|
|
||
|
||
|
||
|
||
|
||
|
||
|
|
Year Ended
|
||||||||||
|
January 1,
2017 |
|
January 3,
2016 |
|
December 28,
2014 |
||||||
Net sales
|
$
|
1,973,964
|
|
|
$
|
1,871,965
|
|
|
$
|
1,837,700
|
|
Cost of goods sold
|
1,564,319
|
|
|
1,521,115
|
|
|
1,572,301
|
|
|||
Gross profit
|
409,645
|
|
|
350,850
|
|
|
265,399
|
|
|||
Selling, general and administration expenses
|
260,364
|
|
|
244,145
|
|
|
224,077
|
|
|||
Restructuring costs
|
1,445
|
|
|
5,678
|
|
|
11,137
|
|
|||
Asset impairment
|
1,511
|
|
|
9,439
|
|
|
18,202
|
|
|||
Loss (gain) on disposal of subsidiaries
|
(6,575
|
)
|
|
59,984
|
|
|
—
|
|
|||
Operating income (loss)
|
152,900
|
|
|
31,604
|
|
|
11,983
|
|
|||
Interest expense (income), net
|
28,178
|
|
|
32,884
|
|
|
41,525
|
|
|||
Loss on extinguishment of debt
|
—
|
|
|
28,046
|
|
|
—
|
|
|||
Other expense (income), net
|
(1,959
|
)
|
|
(1,757
|
)
|
|
(587
|
)
|
|||
Income (loss) from continuing operations before income tax expense (benefit)
|
126,681
|
|
|
(27,569
|
)
|
|
(28,955
|
)
|
|||
Income tax expense (benefit)
|
21,787
|
|
|
14,172
|
|
|
4,533
|
|
|||
Income (loss) from continuing operations
|
104,894
|
|
|
(41,741
|
)
|
|
(33,488
|
)
|
|||
Income (loss) from discontinued operations, net of tax
|
(752
|
)
|
|
(908
|
)
|
|
(630
|
)
|
|||
Net income (loss)
|
104,142
|
|
|
(42,649
|
)
|
|
(34,118
|
)
|
|||
Less: net income (loss) attributable to non-controlling interest
|
5,520
|
|
|
4,462
|
|
|
3,222
|
|
|||
Net income (loss) attributable to Masonite
|
$
|
98,622
|
|
|
$
|
(47,111
|
)
|
|
$
|
(37,340
|
)
|
|
|
|
|
|
|
||||||
Earnings (loss) per common share attributable to Masonite:
|
|
|
|
|
|
||||||
Basic
|
$
|
3.25
|
|
|
$
|
(1.56
|
)
|
|
$
|
(1.26
|
)
|
Diluted
|
$
|
3.17
|
|
|
$
|
(1.56
|
)
|
|
$
|
(1.26
|
)
|
|
|
|
|
|
|
||||||
Earnings (loss) per common share from continuing operations attributable to Masonite:
|
|
|
|
|
|
||||||
Basic
|
$
|
3.27
|
|
|
$
|
(1.53
|
)
|
|
$
|
(1.24
|
)
|
Diluted
|
$
|
3.19
|
|
|
$
|
(1.53
|
)
|
|
$
|
(1.24
|
)
|
|
|
|
|
|
|
||||||
Comprehensive income (loss):
|
|
|
|
|
|
||||||
Net income (loss)
|
$
|
104,142
|
|
|
$
|
(42,649
|
)
|
|
$
|
(34,118
|
)
|
Other comprehensive income (loss):
|
|
|
|
|
|
||||||
Foreign exchange gain (loss)
|
(37,097
|
)
|
|
(34,637
|
)
|
|
(48,667
|
)
|
|||
Pension and other post-retirement adjustment
|
(5,941
|
)
|
|
(1,826
|
)
|
|
(12,045
|
)
|
|||
Amortization of actuarial net losses
|
1,070
|
|
|
889
|
|
|
—
|
|
|||
Pension settlement charges
|
—
|
|
|
2,400
|
|
|
—
|
|
|||
Income tax benefit (expense) related to other comprehensive income (loss)
|
1,155
|
|
|
385
|
|
|
3,076
|
|
|||
Other comprehensive income (loss), net of tax:
|
(40,813
|
)
|
|
(32,789
|
)
|
|
(57,636
|
)
|
|||
Comprehensive income (loss)
|
63,329
|
|
|
(75,438
|
)
|
|
(91,754
|
)
|
|||
Less: comprehensive income (loss) attributable to non-controlling interest
|
5,745
|
|
|
3,362
|
|
|
2,244
|
|
|||
Comprehensive income (loss) attributable to Masonite
|
$
|
57,584
|
|
|
$
|
(78,800
|
)
|
|
$
|
(93,998
|
)
|
ASSETS
|
January 1,
2017 |
|
January 3,
2016 |
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
71,714
|
|
|
$
|
89,187
|
|
Restricted cash
|
12,196
|
|
|
12,645
|
|
||
Accounts receivable, net
|
242,197
|
|
|
224,976
|
|
||
Inventories, net
|
225,940
|
|
|
208,393
|
|
||
Prepaid expenses
|
24,291
|
|
|
21,983
|
|
||
Income taxes receivable
|
2,399
|
|
|
1,762
|
|
||
Total current assets
|
578,737
|
|
|
558,946
|
|
||
Property, plant and equipment, net
|
542,088
|
|
|
534,234
|
|
||
Investment in equity investees
|
9,302
|
|
|
18,811
|
|
||
Goodwill
|
129,286
|
|
|
128,170
|
|
||
Intangible assets, net
|
190,154
|
|
|
225,932
|
|
||
Long-term deferred income taxes
|
9,478
|
|
|
16,899
|
|
||
Other assets, net
|
16,816
|
|
|
16,157
|
|
||
Total assets
|
$
|
1,475,861
|
|
|
$
|
1,499,149
|
|
|
|
|
|
||||
LIABILITIES AND EQUITY
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Accounts payable
|
$
|
96,178
|
|
|
$
|
96,480
|
|
Accrued expenses
|
133,799
|
|
|
136,029
|
|
||
Income taxes payable
|
1,201
|
|
|
9
|
|
||
Total current liabilities
|
231,178
|
|
|
232,518
|
|
||
Long-term debt
|
470,745
|
|
|
468,856
|
|
||
Long-term deferred income taxes
|
70,423
|
|
|
98,682
|
|
||
Other liabilities
|
43,739
|
|
|
43,527
|
|
||
Total liabilities
|
816,085
|
|
|
843,583
|
|
||
Commitments and Contingencies (Note 10)
|
|
|
|
|
|
||
Equity:
|
|
|
|
|
|||
Share capital: unlimited shares authorized, no par value, 29,774,784 and 30,427,865 shares issued and outstanding as of January 1, 2017, and January 3, 2016, respectively
|
650,007
|
|
|
663,600
|
|
||
Additional paid-in capital
|
234,926
|
|
|
231,363
|
|
||
Accumulated deficit
|
(89,063
|
)
|
|
(144,628
|
)
|
||
Accumulated other comprehensive income (loss)
|
(148,986
|
)
|
|
(107,948
|
)
|
||
Total equity attributable to Masonite
|
646,884
|
|
|
642,387
|
|
||
Equity attributable to non-controlling interests
|
12,892
|
|
|
13,179
|
|
||
Total equity
|
659,776
|
|
|
655,566
|
|
||
Total liabilities and equity
|
$
|
1,475,861
|
|
|
$
|
1,499,149
|
|
|
Common Shares Outstanding
|
|
Share Capital
|
|
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 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 compensation expense
|
|
|
|
|
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
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Net income (loss)
|
|
|
|
|
|
|
(47,111
|
)
|
|
|
|
(47,111
|
)
|
|
4,462
|
|
|
(42,649
|
)
|
|||||||||||
Other comprehensive income (loss), net of tax
|
|
|
|
|
|
|
|
|
(31,689
|
)
|
|
(31,689
|
)
|
|
(1,100
|
)
|
|
(32,789
|
)
|
|||||||||||
Dividends to non-controlling interests
|
|
|
|
|
|
|
|
|
|
|
—
|
|
|
(5,797
|
)
|
|
(5,797
|
)
|
||||||||||||
Deconsolidation of non-controlling interest
|
|
|
|
|
|
|
|
|
|
|
|
—
|
|
|
(10,451
|
)
|
|
(10,451
|
)
|
|||||||||||
Share based compensation expense
|
|
|
|
|
|
|
13,236
|
|
|
|
|
|
|
13,236
|
|
|
|
|
13,236
|
|
||||||||||
Common shares issued for delivery of share based awards
|
399,198
|
|
|
5,460
|
|
|
(5,460
|
)
|
|
|
|
|
|
—
|
|
|
|
|
—
|
|
||||||||||
Common shares withheld to cover income taxes payable due to delivery of share based awards
|
|
|
|
|
(2,114
|
)
|
|
|
|
|
|
(2,114
|
)
|
|
|
|
(2,114
|
)
|
||||||||||||
Common shares issued under employee stock purchase plan
|
12,913
|
|
|
846
|
|
|
(215
|
)
|
|
|
|
|
|
631
|
|
|
|
|
631
|
|
||||||||||
Common shares issued for exercise of warrants
|
433
|
|
|
2
|
|
|
(2
|
)
|
|
|
|
|
|
—
|
|
|
|
|
—
|
|
||||||||||
Balances as of January 3, 2016
|
30,427,865
|
|
|
$
|
663,600
|
|
|
$
|
231,363
|
|
|
$
|
(144,628
|
)
|
|
$
|
(107,948
|
)
|
|
$
|
642,387
|
|
|
$
|
13,179
|
|
|
$
|
655,566
|
|
Cumulative effect of new accounting principle
|
|
|
|
|
|
|
30,160
|
|
|
|
|
30,160
|
|
|
|
|
30,160
|
|
||||||||||||
Balances as of January 3, 2016, as adjusted
|
30,427,865
|
|
|
$
|
663,600
|
|
|
$
|
231,363
|
|
|
$
|
(114,468
|
)
|
|
$
|
(107,948
|
)
|
|
$
|
672,547
|
|
|
$
|
13,179
|
|
|
$
|
685,726
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Net income (loss)
|
|
|
|
|
|
|
98,622
|
|
|
|
|
98,622
|
|
|
5,520
|
|
|
104,142
|
|
|||||||||||
Other comprehensive income (loss), net of tax
|
|
|
|
|
|
|
|
|
(41,038
|
)
|
|
(41,038
|
)
|
|
225
|
|
|
(40,813
|
)
|
|||||||||||
Dividends to non-controlling interests
|
|
|
|
|
|
|
|
|
|
|
—
|
|
|
(6,032
|
)
|
|
(6,032
|
)
|
||||||||||||
Share based compensation expense
|
|
|
|
|
18,790
|
|
|
|
|
|
|
18,790
|
|
|
|
|
18,790
|
|
||||||||||||
Common shares issued for delivery of share based awards
|
366,556
|
|
|
7,901
|
|
|
(7,901
|
)
|
|
|
|
|
|
—
|
|
|
|
|
—
|
|
||||||||||
Common shares withheld to cover income taxes payable due to delivery of share based awards
|
|
|
|
|
(4,210
|
)
|
|
|
|
|
|
(4,210
|
)
|
|
|
|
(4,210
|
)
|
||||||||||||
Common shares issued under employee stock purchase plan
|
17,469
|
|
|
1,090
|
|
|
(202
|
)
|
|
|
|
|
|
888
|
|
|
|
|
888
|
|
||||||||||
Common shares issued for exercise of warrants
|
630,951
|
|
|
13,401
|
|
|
(2,914
|
)
|
|
|
|
|
|
10,487
|
|
|
|
|
10,487
|
|
||||||||||
Common shares repurchased and retired
|
(1,668,057
|
)
|
|
(35,985
|
)
|
|
|
|
(73,217
|
)
|
|
|
|
(109,202
|
)
|
|
|
|
(109,202
|
)
|
||||||||||
Balances as of January 1, 2017
|
29,774,784
|
|
|
$
|
650,007
|
|
|
$
|
234,926
|
|
|
$
|
(89,063
|
)
|
|
$
|
(148,986
|
)
|
|
$
|
646,884
|
|
|
$
|
12,892
|
|
|
$
|
659,776
|
|
|
Year Ended
|
||||||||||
Cash flows from operating activities:
|
January 1,
2017 |
|
January 3,
2016 |
|
December 28,
2014 |
||||||
Net income (loss)
|
$
|
104,142
|
|
|
$
|
(42,649
|
)
|
|
$
|
(34,118
|
)
|
Adjustments to reconcile net income (loss) to net cash flow provided by (used in) operating activities:
|
|
|
|
|
|
||||||
Loss (income) from discontinued operations, net of tax
|
752
|
|
|
908
|
|
|
630
|
|
|||
Non-cash loss (gain) on disposal of subsidiaries
|
(6,575
|
)
|
|
59,984
|
|
|
—
|
|
|||
Non-cash loss on deconsolidation
|
—
|
|
|
—
|
|
|
7,577
|
|
|||
Loss on extinguishment of debt
|
—
|
|
|
28,046
|
|
|
—
|
|
|||
Depreciation
|
57,604
|
|
|
59,160
|
|
|
60,622
|
|
|||
Amortization
|
24,727
|
|
|
23,725
|
|
|
21,722
|
|
|||
Share based compensation expense
|
18,790
|
|
|
13,236
|
|
|
9,605
|
|
|||
Deferred income taxes
|
12,918
|
|
|
9,097
|
|
|
(1,970
|
)
|
|||
Unrealized foreign exchange loss (gain)
|
829
|
|
|
(3,238
|
)
|
|
328
|
|
|||
Share of loss (income) from equity investees, net of tax
|
(2,183
|
)
|
|
(1,473
|
)
|
|
(1,344
|
)
|
|||
Dividend from equity investee
|
1,733
|
|
|
1,440
|
|
|
—
|
|
|||
Pension and post-retirement expense (funding), net
|
(6,276
|
)
|
|
(3,727
|
)
|
|
(6,827
|
)
|
|||
Non-cash accruals and interest
|
2,612
|
|
|
1,587
|
|
|
(365
|
)
|
|||
Loss (gain) on sale of property, plant and equipment
|
2,111
|
|
|
1,371
|
|
|
3,816
|
|
|||
Asset impairment
|
1,511
|
|
|
9,439
|
|
|
18,202
|
|
|||
Changes in assets and liabilities, net of acquisitions:
|
|
|
|
|
|
||||||
Accounts receivable
|
(29,514
|
)
|
|
27,150
|
|
|
(14,047
|
)
|
|||
Inventories
|
(23,022
|
)
|
|
(2,071
|
)
|
|
(12,843
|
)
|
|||
Prepaid expenses
|
(2,102
|
)
|
|
(5,424
|
)
|
|
1,387
|
|
|||
Accounts payable and accrued expenses
|
16,560
|
|
|
(8,246
|
)
|
|
23,592
|
|
|||
Other assets and liabilities
|
(587
|
)
|
|
(7,304
|
)
|
|
1,419
|
|
|||
Net cash flow provided by (used in) operating activities
|
174,030
|
|
|
161,011
|
|
|
77,386
|
|
|||
Cash flows from investing activities:
|
|
|
|
|
|
||||||
Proceeds from sale of property, plant and equipment
|
1,268
|
|
|
1,316
|
|
|
6,976
|
|
|||
Additions to property, plant and equipment
|
(82,287
|
)
|
|
(51,065
|
)
|
|
(50,147
|
)
|
|||
Cash used in acquisitions, net of cash acquired
|
(8,551
|
)
|
|
(117,398
|
)
|
|
(54,256
|
)
|
|||
Cash proceeds from sale of subsidiaries, net of cash disposed
|
15,103
|
|
|
(11,851
|
)
|
|
(1,087
|
)
|
|||
Restricted cash
|
449
|
|
|
539
|
|
|
644
|
|
|||
Other investing activities
|
(2,449
|
)
|
|
(1,765
|
)
|
|
(3,038
|
)
|
|||
Net cash flow provided by (used in) investing activities
|
(76,467
|
)
|
|
(180,224
|
)
|
|
(100,908
|
)
|
|||
Cash flows from financing activities:
|
|
|
|
|
|
||||||
Proceeds from issuance of long-term debt
|
390
|
|
|
475,000
|
|
|
138,688
|
|
|||
Repayments of long-term debt
|
(1,071
|
)
|
|
(500,038
|
)
|
|
—
|
|
|||
Payments of long-term debt extinguishment costs
|
—
|
|
|
(31,691
|
)
|
|
—
|
|
|||
Payment of debt issuance costs
|
—
|
|
|
(7,393
|
)
|
|
(1,925
|
)
|
|||
Proceeds from borrowings on revolving credit facilities
|
—
|
|
|
17,000
|
|
|
—
|
|
|||
Repayments of borrowings on revolving credit facilities
|
—
|
|
|
(17,000
|
)
|
|
—
|
|
|||
Tax withholding on share based awards
|
(4,210
|
)
|
|
(2,114
|
)
|
|
(3,160
|
)
|
|||
Distributions to non-controlling interests
|
(6,032
|
)
|
|
(5,797
|
)
|
|
(5,017
|
)
|
|||
Proceeds from exercise of common stock warrants
|
10,487
|
|
|
—
|
|
|
263
|
|
|||
Repurchases of common shares
|
(109,202
|
)
|
|
—
|
|
|
—
|
|
|||
Net cash flow provided by (used in) financing activities
|
(109,638
|
)
|
|
(72,033
|
)
|
|
128,849
|
|
|||
Net foreign currency translation adjustment on cash
|
(5,398
|
)
|
|
(11,604
|
)
|
|
(14,163
|
)
|
|||
Increase (decrease) in cash and cash equivalents
|
(17,473
|
)
|
|
(102,850
|
)
|
|
91,164
|
|
|||
Cash and cash equivalents, beginning of period
|
89,187
|
|
|
192,037
|
|
|
100,873
|
|
|||
Cash and cash equivalents, at end of period
|
$
|
71,714
|
|
|
$
|
89,187
|
|
|
$
|
192,037
|
|
|
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
|
Information technology systems
|
5 - 15
|
|
Estimated Useful Life
|
Customer relationships
|
Over expected relationship period, not exceeding 10 years
|
Non-compete agreements
|
Straight-line 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
|
Straight-line over life of the agreement
|
Acquired trademarks and tradenames
|
Straight-line over expected useful life
|
|
Year Ended
|
||||||||||
(In thousands)
|
January 1, 2017
|
|
January 3, 2016
|
|
December 28, 2014
|
||||||
Balance at beginning of period
|
$
|
3,318
|
|
|
$
|
3,555
|
|
|
$
|
1,914
|
|
Additions charged to expense
|
3,219
|
|
|
3,113
|
|
|
4,674
|
|
|||
Deductions
|
(3,820
|
)
|
|
(3,350
|
)
|
|
(3,033
|
)
|
|||
Balance at end of period
|
$
|
2,717
|
|
|
$
|
3,318
|
|
|
$
|
3,555
|
|
(In thousands)
|
USA Wood Door
|
|
Hickman
|
|
PDS
|
|
Total 2015 Acquisitions
|
||||||||
Accounts Receivable
|
$
|
2,235
|
|
|
$
|
20,870
|
|
|
$
|
3,000
|
|
|
$
|
26,105
|
|
Inventory
|
1,677
|
|
|
11,090
|
|
|
1,438
|
|
|
14,205
|
|
||||
Property, plant and equipment
|
2,600
|
|
|
14,057
|
|
|
5,684
|
|
|
22,341
|
|
||||
Goodwill
|
8,921
|
|
|
18,215
|
|
|
3,145
|
|
|
30,281
|
|
||||
Intangible assets
|
—
|
|
|
55,634
|
|
|
6,437
|
|
|
62,071
|
|
||||
Accounts payable and accrued expenses
|
(1,654
|
)
|
|
(23,972
|
)
|
|
(2,218
|
)
|
|
(27,844
|
)
|
||||
Other assets and liabilities, net
|
(81
|
)
|
|
(7,918
|
)
|
|
(1,762
|
)
|
|
(9,761
|
)
|
||||
Cash consideration, net of cash acquired
|
$
|
13,698
|
|
|
$
|
87,976
|
|
|
$
|
15,724
|
|
|
$
|
117,398
|
|
|
Year Ended January 1, 2017
|
||||||||||||||
(In thousands)
|
USA Wood Door
|
|
Hickman
|
|
PDS
|
|
Total 2015 Acquisitions
|
||||||||
Net sales
|
$
|
19,536
|
|
|
$
|
99,372
|
|
|
$
|
16,152
|
|
|
$
|
135,060
|
|
Net income (loss) attributable to Masonite
|
3,682
|
|
|
4,544
|
|
|
(572
|
)
|
|
7,654
|
|
|
Year Ended January 3, 2016
|
||||||||||||||
(In thousands)
|
USA Wood Door
|
|
Hickman
|
|
PDS
|
|
Total 2015 Acquisitions
|
||||||||
Net sales
|
$
|
4,790
|
|
|
$
|
46,657
|
|
|
$
|
7,059
|
|
|
$
|
58,506
|
|
Net income (loss) attributable to Masonite
|
367
|
|
|
813
|
|
|
(251
|
)
|
|
929
|
|
(In thousands)
|
Harring
|
|
Door-Stop
|
|
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
|
|
|
Year Ended
|
||||||||||
(In thousands)
|
January 1, 2017
|
|
January 3, 2016
|
|
December 28, 2014
|
||||||
Net sales
|
$
|
58,029
|
|
|
$
|
54,335
|
|
|
$
|
42,498
|
|
Net income (loss) attributable to Masonite
|
11,726
|
|
|
9,119
|
|
|
4,819
|
|
|
Year Ended January 3, 2016
|
||||||||||||||
(In thousands, except per share amounts)
|
Masonite
|
|
2015 Acquisitions
|
|
Historical Sales to 2015 Acquisitions
|
|
Pro Forma
|
||||||||
Net sales
|
$
|
1,871,965
|
|
|
$
|
89,013
|
|
|
$
|
(11,625
|
)
|
|
$
|
1,949,353
|
|
Net income (loss) attributable to Masonite
|
(47,111
|
)
|
|
5,109
|
|
|
(1,951
|
)
|
|
(43,953
|
)
|
||||
|
|
|
|
|
|
|
|
||||||||
Basic earnings (loss) per common share
|
$
|
(1.56
|
)
|
|
|
|
|
|
$
|
(1.45
|
)
|
||||
Diluted earnings (loss) per common share
|
(1.56
|
)
|
|
|
|
|
|
(1.45
|
)
|
|
Year Ended December 28, 2014
|
||||||||||||||||||
(In thousands, except per share amounts)
|
Masonite
|
|
2015 Acquisitions
|
|
Historical Sales to 2015 Acquisitions
|
|
Door-Stop
|
|
Pro Forma
|
||||||||||
Net sales
|
$
|
1,837,700
|
|
|
$
|
145,240
|
|
|
$
|
(17,081
|
)
|
|
$
|
6,659
|
|
|
$
|
1,972,518
|
|
Net income (loss) attributable to Masonite
|
(37,340
|
)
|
|
3,863
|
|
|
(2,269
|
)
|
|
624
|
|
|
(35,122
|
)
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic earnings (loss) per common share
|
$
|
(1.26
|
)
|
|
|
|
|
|
|
|
$
|
(1.19
|
)
|
||||||
Diluted earnings (loss) per common share
|
(1.26
|
)
|
|
|
|
|
|
|
|
(1.19
|
)
|
(In thousands)
|
North American Residential
|
|
Europe
|
|
Architectural
|
|
Total
|
||||||||
December 28, 2014
|
$
|
2,891
|
|
|
$
|
19,008
|
|
|
$
|
77,300
|
|
|
$
|
99,199
|
|
Goodwill from 2015 acquisitions
|
—
|
|
|
21,360
|
|
|
8,921
|
|
|
30,281
|
|
||||
Foreign exchange fluctuations
|
(56
|
)
|
|
(1,062
|
)
|
|
(192
|
)
|
|
(1,310
|
)
|
||||
January 3, 2016
|
2,835
|
|
|
39,306
|
|
|
86,029
|
|
|
128,170
|
|
||||
Goodwill from 2016 acquisitions
|
—
|
|
|
—
|
|
|
7,331
|
|
|
7,331
|
|
||||
Measurement period adjustment
|
—
|
|
|
—
|
|
|
599
|
|
|
599
|
|
||||
Foreign exchange fluctuations
|
8
|
|
|
(6,896
|
)
|
|
74
|
|
|
(6,814
|
)
|
||||
January 1, 2017
|
$
|
2,843
|
|
|
$
|
32,410
|
|
|
$
|
94,033
|
|
|
$
|
129,286
|
|
(In thousands)
|
Customer Relationships
|
|
Patents
|
|
Software
|
|
Other
|
|
Trademarks and Tradenames
|
|
Total
|
||||||||||||
January 3, 2016
|
$
|
102,254
|
|
|
$
|
11,590
|
|
|
$
|
6,435
|
|
|
$
|
2,860
|
|
|
$
|
102,793
|
|
|
$
|
225,932
|
|
Additions (write-offs)
|
—
|
|
|
1,055
|
|
|
1,392
|
|
|
—
|
|
|
—
|
|
|
2,447
|
|
||||||
Amortization
|
(16,737
|
)
|
|
(2,283
|
)
|
|
(3,678
|
)
|
|
(1,294
|
)
|
|
—
|
|
|
(23,992
|
)
|
||||||
Translation adjustment
|
(9,613
|
)
|
|
(86
|
)
|
|
(26
|
)
|
|
(316
|
)
|
|
(4,192
|
)
|
|
(14,233
|
)
|
||||||
January 1, 2017
|
$
|
75,904
|
|
|
$
|
10,276
|
|
|
$
|
4,123
|
|
|
$
|
1,250
|
|
|
$
|
98,601
|
|
|
$
|
190,154
|
|
(In thousands)
|
Customer Relationships
|
|
Patents
|
|
Software
|
|
Other
|
|
Trademarks and Tradenames
|
|
Total
|
||||||||||||
December 28, 2014
|
$
|
71,840
|
|
|
$
|
13,626
|
|
|
$
|
9,573
|
|
|
$
|
1,221
|
|
|
$
|
107,112
|
|
|
$
|
203,372
|
|
Acquisitions
|
48,546
|
|
|
—
|
|
|
—
|
|
|
2,823
|
|
|
10,702
|
|
|
62,071
|
|
||||||
Additions (write-offs)
|
—
|
|
|
1,013
|
|
|
998
|
|
|
—
|
|
|
(10,217
|
)
|
|
(8,206
|
)
|
||||||
Amortization
|
(14,844
|
)
|
|
(2,472
|
)
|
|
(3,865
|
)
|
|
(1,043
|
)
|
|
—
|
|
|
(22,224
|
)
|
||||||
Translation adjustment
|
(3,288
|
)
|
|
(577
|
)
|
|
(271
|
)
|
|
(141
|
)
|
|
(4,804
|
)
|
|
(9,081
|
)
|
||||||
January 3, 2016
|
$
|
102,254
|
|
|
$
|
11,590
|
|
|
$
|
6,435
|
|
|
$
|
2,860
|
|
|
$
|
102,793
|
|
|
$
|
225,932
|
|
|
January 1, 2017
|
||||||||||||||
(In thousands)
|
Cost
|
|
Accumulated Amortization
|
|
Translation Adjustment
|
|
Net Book Value
|
||||||||
Definite life intangible assets:
|
|
|
|
|
|
|
|
||||||||
Customer relationships
|
$
|
155,927
|
|
|
$
|
(64,762
|
)
|
|
$
|
(15,261
|
)
|
|
$
|
75,904
|
|
Patents
|
30,698
|
|
|
(19,451
|
)
|
|
(971
|
)
|
|
10,276
|
|
||||
Software
|
31,222
|
|
|
(26,865
|
)
|
|
(234
|
)
|
|
4,123
|
|
||||
Other
|
12,280
|
|
|
(9,147
|
)
|
|
(1,883
|
)
|
|
1,250
|
|
||||
|
230,127
|
|
|
(120,225
|
)
|
|
(18,349
|
)
|
|
91,553
|
|
||||
Indefinite life intangible assets:
|
|
|
|
|
|
|
|
||||||||
Trademarks and tradenames
|
111,538
|
|
|
—
|
|
|
(12,937
|
)
|
|
98,601
|
|
||||
Total intangible assets
|
$
|
341,665
|
|
|
$
|
(120,225
|
)
|
|
$
|
(31,286
|
)
|
|
$
|
190,154
|
|
|
January 3, 2016
|
||||||||||||||
(In thousands)
|
Cost
|
|
Accumulated Amortization
|
|
Translation Adjustment
|
|
Net Book Value
|
||||||||
Definite life intangible assets:
|
|
|
|
|
|
|
|
||||||||
Customer relationships
|
$
|
155,927
|
|
|
$
|
(48,025
|
)
|
|
$
|
(5,648
|
)
|
|
$
|
102,254
|
|
Patents
|
29,643
|
|
|
(17,168
|
)
|
|
(885
|
)
|
|
11,590
|
|
||||
Software
|
29,830
|
|
|
(23,187
|
)
|
|
(208
|
)
|
|
6,435
|
|
||||
Other
|
12,280
|
|
|
(7,853
|
)
|
|
(1,567
|
)
|
|
2,860
|
|
||||
|
227,680
|
|
|
(96,233
|
)
|
|
(8,308
|
)
|
|
123,139
|
|
||||
Indefinite life intangible assets:
|
|
|
|
|
|
|
|
||||||||
Trademarks and tradenames
|
111,538
|
|
|
—
|
|
|
(8,745
|
)
|
|
102,793
|
|
||||
Total intangible assets
|
$
|
339,218
|
|
|
$
|
(96,233
|
)
|
|
$
|
(17,053
|
)
|
|
$
|
225,932
|
|
|
Year Ended
|
||||||||||
(In thousands)
|
January 1, 2017
|
|
January 3, 2016
|
|
December 28, 2014
|
||||||
Balance at beginning of period
|
$
|
3,125
|
|
|
$
|
2,616
|
|
|
$
|
3,764
|
|
Additions charged to expense
|
103
|
|
|
2,083
|
|
|
2,522
|
|
|||
Deductions
|
(2,218
|
)
|
|
(1,574
|
)
|
|
(3,670
|
)
|
|||
Balance at end of period
|
$
|
1,010
|
|
|
$
|
3,125
|
|
|
$
|
2,616
|
|
(In thousands)
|
January 1,
2017 |
|
January 3,
2016 |
||||
Raw materials
|
$
|
165,896
|
|
|
$
|
145,856
|
|
Finished goods
|
65,791
|
|
|
69,045
|
|
||
Provision for obsolete or aged inventory
|
(5,747
|
)
|
|
(6,508
|
)
|
||
Inventories, net
|
$
|
225,940
|
|
|
$
|
208,393
|
|
|
Year Ended
|
||||||||||
(In thousands)
|
January 1, 2017
|
|
January 3, 2016
|
|
December 28, 2014
|
||||||
Balance at beginning of period
|
$
|
6,508
|
|
|
$
|
6,548
|
|
|
$
|
8,351
|
|
Additions charged to expense
|
1,724
|
|
|
2,713
|
|
|
1,730
|
|
|||
Deductions
|
(2,485
|
)
|
|
(2,753
|
)
|
|
(3,533
|
)
|
|||
Balance at end of period
|
$
|
5,747
|
|
|
$
|
6,508
|
|
|
$
|
6,548
|
|
(In thousands)
|
January 1,
2017 |
|
January 3,
2016 |
||||
Land
|
$
|
24,562
|
|
|
$
|
25,316
|
|
Buildings
|
163,802
|
|
|
155,709
|
|
||
Machinery and equipment
|
595,929
|
|
|
551,264
|
|
||
Property, plant and equipment, gross
|
784,293
|
|
|
732,289
|
|
||
Accumulated depreciation
|
(242,205
|
)
|
|
(198,055
|
)
|
||
Property, plant and equipment, net
|
$
|
542,088
|
|
|
$
|
534,234
|
|
(In thousands)
|
January 1,
2017 |
|
January 3,
2016 |
||||
5.625% senior unsecured notes due 2023
|
$
|
475,000
|
|
|
$
|
475,000
|
|
Debt issuance costs for 2023 Notes
|
(5,393
|
)
|
|
(6,232
|
)
|
||
Capital lease obligations
|
768
|
|
|
88
|
|
||
Other long-term debt
|
370
|
|
|
—
|
|
||
Total long-term debt
|
$
|
470,745
|
|
|
$
|
468,856
|
|
Twelve months ended January 1, 2017
|
Stock Appreciation Rights
|
|
Aggregate Intrinsic Value (in thousands)
|
|
Weighted Average Exercise Price
|
|
Average Remaining Contractual Life (Years)
|
|||||
Outstanding, beginning of period
|
891,147
|
|
|
$
|
36,681
|
|
|
$
|
20.07
|
|
|
4.9
|
Granted
|
121,805
|
|
|
|
|
58.37
|
|
|
|
|||
Exercised
|
(176,416
|
)
|
|
8,954
|
|
|
17.09
|
|
|
|
||
Forfeited
|
(46,246
|
)
|
|
|
|
57.47
|
|
|
|
|||
Outstanding, end of period
|
790,290
|
|
|
$
|
32,659
|
|
|
$
|
24.47
|
|
|
4.6
|
|
|
|
|
|
|
|
|
|||||
Exercisable, end of period
|
712,331
|
|
|
$
|
32,080
|
|
|
$
|
20.77
|
|
|
4.1
|
Twelve months ended January 3, 2016
|
Stock Appreciation Rights
|
|
Aggregate Intrinsic Value (in thousands)
|
|
Weighted Average Exercise Price
|
|
Average Remaining Contractual Life (Years)
|
|||||
Outstanding, beginning of period
|
1,231,468
|
|
|
$
|
48,516
|
|
|
$
|
19.59
|
|
|
5.9
|
Exercised
|
(326,933
|
)
|
|
15,943
|
|
|
17.15
|
|
|
|
||
Forfeited
|
(13,388
|
)
|
|
|
|
47.64
|
|
|
|
|||
Outstanding, end of period
|
891,147
|
|
|
$
|
36,681
|
|
|
$
|
20.07
|
|
|
4.9
|
|
|
|
|
|
|
|
|
|||||
Exercisable, end of period
|
703,827
|
|
|
$
|
31,395
|
|
|
$
|
16.62
|
|
|
4.2
|
Twelve months 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
|
|
|
|
||
Forfeited
|
(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
|
|
2016 Grants
|
||
SAR value (model conclusion)
|
$
|
16.78
|
|
Risk-free rate
|
1.6
|
%
|
|
Expected dividend yield
|
0.0
|
%
|
|
Expected volatility
|
26.2
|
%
|
|
Expected term (years)
|
6.0
|
|
|
Year Ended
|
|||||||||||||||||||
|
January 1, 2017
|
|
January 3, 2016
|
|
December 28, 2014
|
|||||||||||||||
|
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
|
526,930
|
|
|
$
|
49.31
|
|
|
543,373
|
|
|
$
|
34.56
|
|
|
618,963
|
|
|
$
|
22.09
|
|
Granted
|
288,683
|
|
|
46.05
|
|
|
257,775
|
|
|
61.56
|
|
|
209,240
|
|
|
|
||||
Delivered
|
(234,791
|
)
|
|
|
|
(157,356
|
)
|
|
|
|
(208,477
|
)
|
|
|
||||||
Withheld to cover
(1)
|
(61,894
|
)
|
|
|
|
(32,123
|
)
|
|
|
|
(59,066
|
)
|
|
|
||||||
Forfeited
|
(17,002
|
)
|
|
|
|
(84,739
|
)
|
|
|
|
(17,287
|
)
|
|
|
||||||
Outstanding, end of period
|
501,926
|
|
|
$
|
58.51
|
|
|
526,930
|
|
|
$
|
49.31
|
|
|
543,373
|
|
|
$
|
34.56
|
|
|
Year Ended
|
||||||||||||||||||
|
January 1, 2017
|
|
January 3, 2016
|
|
December 28, 2014
|
||||||||||||||
|
2016 Warrants
|
|
2016 Warrants
|
|
2014 Warrants
|
|
2016 Warrants
|
|
Total Warrants
|
||||||||||
Outstanding, beginning of period
|
2,497,971
|
|
|
2,500,001
|
|
|
3,333,334
|
|
|
2,500,001
|
|
|
5,833,335
|
|
|||||
Exercised
|
(2,496,493
|
)
|
|
(2,030
|
)
|
|
(3,289,146
|
)
|
|
—
|
|
|
(3,289,146
|
)
|
|||||
Forfeited
|
(1,478
|
)
|
|
—
|
|
|
(44,188
|
)
|
|
—
|
|
|
(44,188
|
)
|
|||||
Outstanding, end of period
|
—
|
|
|
2,497,971
|
|
|
—
|
|
|
2,500,001
|
|
|
2,500,001
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash received for exercise (in thousands)
|
$
|
10,487
|
|
|
$
|
—
|
|
|
$
|
263
|
|
|
$
|
—
|
|
|
$
|
263
|
|
Common shares issued
|
630,951
|
|
|
433
|
|
|
279,408
|
|
|
—
|
|
|
279,408
|
|
|
Year Ended
|
||||||||||
(In thousands)
|
January 1, 2017
|
|
January 3, 2016
|
|
December 28, 2014
|
||||||
Components of net periodic benefit cost:
|
|
|
|
|
|
||||||
Service cost
|
$
|
286
|
|
|
$
|
288
|
|
|
$
|
261
|
|
Interest cost
|
3,570
|
|
|
4,627
|
|
|
5,062
|
|
|||
Expected return on assets
|
(5,373
|
)
|
|
(6,350
|
)
|
|
(5,951
|
)
|
|||
Amortization of actuarial net losses
|
1,070
|
|
|
889
|
|
|
—
|
|
|||
Settlement loss (gain)
|
—
|
|
|
2,400
|
|
|
—
|
|
|||
Net pension expense (benefit)
|
$
|
(447
|
)
|
|
$
|
1,854
|
|
|
$
|
(628
|
)
|
|
Year Ended
|
||||||
(In thousands)
|
January 1, 2017
|
|
January 3, 2016
|
||||
Pension assets:
|
|
|
|
||||
Fair value of plan assets, beginning of year
|
$
|
76,691
|
|
|
$
|
90,724
|
|
Company contributions
|
5,000
|
|
|
5,178
|
|
||
Actual return on plan assets
|
7,823
|
|
|
(939
|
)
|
||
Plan settlements
|
—
|
|
|
(12,604
|
)
|
||
Benefits paid
|
(5,061
|
)
|
|
(5,262
|
)
|
||
Administrative expenses paid
|
(903
|
)
|
|
(406
|
)
|
||
Fair value of plan assets, end of year
|
83,550
|
|
|
76,691
|
|
||
Pension liability:
|
|
|
|
||||
Accrued benefit obligation, beginning of year
|
97,686
|
|
|
116,303
|
|
||
Current service cost
|
286
|
|
|
288
|
|
||
Interest cost
|
3,570
|
|
|
4,627
|
|
||
Plan settlements
|
—
|
|
|
(12,604
|
)
|
||
Actuarial loss (gain)
|
5,309
|
|
|
(5,260
|
)
|
||
Benefits paid
|
(5,061
|
)
|
|
(5,262
|
)
|
||
Administrative expenses paid
|
(903
|
)
|
|
(406
|
)
|
||
Accrued benefit obligation, end of year
|
100,887
|
|
|
97,686
|
|
||
Net accrued benefit obligation, end of year
|
$
|
17,337
|
|
|
$
|
20,995
|
|
|
Year Ended
|
||||||||||||
|
January 1, 2017
|
|
January 3, 2016
|
||||||||||
(In thousands)
|
Amount
|
|
% of Total Plan
|
|
Amount
|
|
% of Total Plan
|
||||||
Equity securities
|
$
|
48,793
|
|
|
58.4
|
%
|
|
$
|
44,635
|
|
|
58.2
|
%
|
Debt securities
|
30,162
|
|
|
36.1
|
%
|
|
28,452
|
|
|
37.1
|
%
|
||
Other
|
4,595
|
|
|
5.5
|
%
|
|
3,604
|
|
|
4.7
|
%
|
||
|
$
|
83,550
|
|
|
100.0
|
%
|
|
$
|
76,691
|
|
|
100.0
|
%
|
|
Year Ended
|
|||||||
|
January 1, 2017
|
|
January 3, 2016
|
|
December 28, 2014
|
|||
Discount rate applied for:
|
|
|
|
|
|
|||
Accrued benefit obligation
|
4.2
|
%
|
|
4.5
|
%
|
|
4.1
|
%
|
Net periodic pension cost
|
4.5
|
%
|
|
4.1
|
%
|
|
5.0
|
%
|
Expected long-term rate of return on plan assets
|
7.0
|
%
|
|
7.0
|
%
|
|
7.0
|
%
|
|
Year Ended
|
||||||||||
|
January 1, 2017
|
|
January 3, 2016
|
|
December 28, 2014
|
||||||
Components of net periodic benefit cost:
|
|
|
|
|
|
||||||
Interest cost
|
$
|
873
|
|
|
$
|
1,098
|
|
|
$
|
1,335
|
|
Expected return on assets
|
(640
|
)
|
|
(756
|
)
|
|
(1,041
|
)
|
|||
Net pension expense (benefit)
|
$
|
233
|
|
|
$
|
342
|
|
|
$
|
294
|
|
|
Year Ended
|
||||||
(In thousands)
|
January 1, 2017
|
|
January 3, 2016
|
||||
Pension assets:
|
|
|
|
||||
Fair value of plan assets, beginning of year
|
$
|
21,922
|
|
|
$
|
23,089
|
|
Company contributions
|
801
|
|
|
873
|
|
||
Actual return on plan assets
|
3,765
|
|
|
223
|
|
||
Benefits paid
|
(1,595
|
)
|
|
(1,166
|
)
|
||
Translation adjustment
|
(3,882
|
)
|
|
(1,097
|
)
|
||
Fair value of plan assets, end of year
|
21,011
|
|
|
21,922
|
|
||
Pension liability
|
|
|
|
||||
Accrued benefit obligation ,beginning of year
|
29,361
|
|
|
31,588
|
|
||
Interest cost
|
873
|
|
|
1,098
|
|
||
Actuarial loss (gain)
|
5,746
|
|
|
(676
|
)
|
||
Benefits paid
|
(1,595
|
)
|
|
(1,166
|
)
|
||
Translation adjustment
|
(5,290
|
)
|
|
(1,483
|
)
|
||
Accrued benefit obligation, end of year
|
29,095
|
|
|
29,361
|
|
||
Net accrued benefit obligation, end of year
|
$
|
8,084
|
|
|
$
|
7,439
|
|
|
Year Ended
|
||||||||||||
|
January 1, 2017
|
|
January 3, 2016
|
||||||||||
(In thousands)
|
Amount
|
|
% of Total Plan
|
|
Amount
|
|
% of Total Plan
|
||||||
Equity securities
|
$
|
9,448
|
|
|
45.0
|
%
|
|
$
|
9,752
|
|
|
44.5
|
%
|
Debt securities
|
11,462
|
|
|
54.5
|
%
|
|
11,576
|
|
|
52.8
|
%
|
||
Other
|
101
|
|
|
0.5
|
%
|
|
594
|
|
|
2.7
|
%
|
||
|
$
|
21,011
|
|
|
100.0
|
%
|
|
$
|
21,922
|
|
|
100.0
|
%
|
|
Year Ended
|
|||||||
|
January 1, 2017
|
|
January 3, 2016
|
|
December 28, 2014
|
|||
Discount rate applied for:
|
|
|
|
|
|
|||
Accrued benefit obligation
|
2.6
|
%
|
|
3.7
|
%
|
|
3.6
|
%
|
Net periodic pension cost
|
2.3
|
%
|
|
3.3
|
%
|
|
3.6
|
%
|
Expected long-term rate of return on plan assets
|
3.9
|
%
|
|
4.0
|
%
|
|
4.2
|
%
|
(In thousands)
|
Expected Future Benefit Payments
|
||
Fiscal year:
|
|
||
2018
|
$
|
6,578
|
|
2019
|
6,793
|
|
|
2020
|
6,968
|
|
|
2021
|
7,187
|
|
|
2022
|
7,319
|
|
|
2023 through 2027
|
37,101
|
|
|
Total estimated future benefit payments
|
$
|
71,946
|
|
|
Year Ended January 1, 2017
|
||||||||||||||
(In thousands)
|
Europe
|
|
Architectural
|
|
Corporate & Other
|
|
Total
|
||||||||
2016 Plan
|
$
|
—
|
|
|
1,313
|
|
|
—
|
|
|
$
|
1,313
|
|
||
2015 Plan
|
19
|
|
|
—
|
|
|
113
|
|
|
132
|
|
||||
Total Restructuring Costs
|
$
|
19
|
|
|
$
|
1,313
|
|
|
$
|
113
|
|
|
$
|
1,445
|
|
|
Year Ended January 3, 2016
|
||||||||||||||
(In thousands)
|
North American Residential
|
|
Europe
|
|
Corporate & Other
|
|
Total
|
||||||||
2015 Plan
|
$
|
—
|
|
|
$
|
2,316
|
|
|
$
|
3,168
|
|
|
$
|
5,484
|
|
2013 Plan
|
9
|
|
|
144
|
|
|
—
|
|
|
153
|
|
||||
2012 and Prior Plans
|
—
|
|
|
41
|
|
|
—
|
|
|
41
|
|
||||
Total Restructuring Costs
|
$
|
9
|
|
|
$
|
2,501
|
|
|
$
|
3,168
|
|
|
$
|
5,678
|
|
|
Year Ended December 28, 2014
|
||||||||||||||
(In thousands)
|
North American Residential
|
|
Europe
|
|
Corporate & Other
|
|
Total
|
||||||||
2014 Plan
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
9,503
|
|
|
$
|
9,503
|
|
2013 Plan
|
608
|
|
|
580
|
|
|
16
|
|
|
1,204
|
|
||||
2012 and Prior Plans
|
39
|
|
|
338
|
|
|
53
|
|
|
430
|
|
||||
Total Restructuring Costs
|
$
|
647
|
|
|
$
|
918
|
|
|
$
|
9,572
|
|
|
$
|
11,137
|
|
|
Cumulative Amount Incurred Through
|
||||||||||||||||||
|
January 1, 2017
|
||||||||||||||||||
(In thousands)
|
North American Residential
|
|
Europe
|
|
Architectural
|
|
Corporate & Other
|
|
Total
|
||||||||||
2016 Plan
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,313
|
|
|
$
|
—
|
|
|
$
|
1,313
|
|
2015 Plan
|
—
|
|
|
2,335
|
|
|
—
|
|
|
3,281
|
|
|
5,616
|
|
|||||
2014 Plan
|
—
|
|
|
—
|
|
|
—
|
|
|
9,503
|
|
|
9,503
|
|
|||||
2013 Plan
|
3,025
|
|
|
2,733
|
|
|
—
|
|
|
2,157
|
|
|
7,915
|
|
|||||
2012 and Prior Plans
|
2,378
|
|
|
12,695
|
|
|
—
|
|
|
3,609
|
|
|
18,682
|
|
|||||
Total Restructuring Costs
|
$
|
5,403
|
|
|
$
|
17,763
|
|
|
$
|
1,313
|
|
|
$
|
18,550
|
|
|
$
|
43,029
|
|
(In thousands)
|
January 3, 2016
|
|
Severance
|
|
Closure Costs
|
|
Cash Payments
|
|
January 1, 2017
|
||||||||||
2016 Plan
|
$
|
—
|
|
|
$
|
1,313
|
|
|
$
|
—
|
|
|
$
|
13
|
|
|
$
|
1,300
|
|
2015 Plan
|
774
|
|
|
107
|
|
|
25
|
|
|
624
|
|
|
282
|
|
|||||
2014 Plan
|
442
|
|
|
—
|
|
|
—
|
|
|
16
|
|
|
426
|
|
|||||
2013 Plan
|
316
|
|
|
—
|
|
|
—
|
|
|
316
|
|
|
—
|
|
|||||
2012 and Prior Plans
|
858
|
|
|
—
|
|
|
—
|
|
|
393
|
|
|
465
|
|
|||||
Total
|
$
|
2,390
|
|
|
$
|
1,420
|
|
|
$
|
25
|
|
|
$
|
1,362
|
|
|
$
|
2,473
|
|
(In thousands)
|
December 28, 2014
|
|
Severance
|
|
Closure Costs
|
|
Cash Payments
|
|
January 3, 2016
|
||||||||||
2015 Plan
|
$
|
—
|
|
|
$
|
2,519
|
|
|
$
|
2,965
|
|
|
$
|
4,710
|
|
|
$
|
774
|
|
2014 Plan
|
839
|
|
|
—
|
|
|
—
|
|
|
397
|
|
|
442
|
|
|||||
2013 Plan
|
341
|
|
|
—
|
|
|
153
|
|
|
178
|
|
|
316
|
|
|||||
2012 and Prior Plans
|
1,153
|
|
|
—
|
|
|
41
|
|
|
336
|
|
|
858
|
|
|||||
Total
|
$
|
2,333
|
|
|
$
|
2,519
|
|
|
$
|
3,159
|
|
|
$
|
5,621
|
|
|
$
|
2,390
|
|
(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 and Prior Plans
|
2,061
|
|
|
236
|
|
|
194
|
|
|
1,338
|
|
|
—
|
|
|
1,153
|
|
||||||
Total
|
$
|
4,409
|
|
|
$
|
214
|
|
|
$
|
10,923
|
|
|
$
|
5,636
|
|
|
$
|
7,577
|
|
|
$
|
2,333
|
|
|
Year Ended
|
||||||||||
(In thousands)
|
January 1, 2017
|
|
January 3, 2016
|
|
December 28, 2014
|
||||||
Income (loss) from continuing operations before income tax expense (benefit):
|
|
|
|
|
|
||||||
Canada
|
$
|
25,982
|
|
|
$
|
(97,626
|
)
|
|
$
|
(32,093
|
)
|
Foreign
|
100,699
|
|
|
70,057
|
|
|
3,138
|
|
|||
Total income (loss) from continuing operations before income tax expense (benefit):
|
$
|
126,681
|
|
|
$
|
(27,569
|
)
|
|
$
|
(28,955
|
)
|
|
Year Ended
|
||||||||||
(In thousands)
|
January 1, 2017
|
|
January 3, 2016
|
|
December 28, 2014
|
||||||
Current income tax expense (benefit):
|
|
|
|
|
|
||||||
Canada
|
$
|
6,740
|
|
|
$
|
5,541
|
|
|
$
|
4,458
|
|
Foreign
|
2,129
|
|
|
(466
|
)
|
|
2,045
|
|
|||
Total current income tax expense (benefit):
|
8,869
|
|
|
5,075
|
|
|
6,503
|
|
|||
|
|
|
|
|
|
||||||
Deferred income tax expense (benefit):
|
|
|
|
|
|
||||||
Canada
|
3,045
|
|
|
2,063
|
|
|
1,345
|
|
|||
Foreign
|
9,873
|
|
|
7,034
|
|
|
(3,315
|
)
|
|||
Total deferred income tax expense (benefit):
|
12,918
|
|
|
9,097
|
|
|
(1,970
|
)
|
|||
Income tax expense (benefit)
|
$
|
21,787
|
|
|
$
|
14,172
|
|
|
$
|
4,533
|
|
|
Year Ended
|
||||||||||
(In thousands)
|
January 1, 2017
|
|
January 3, 2016
|
|
December 28, 2014
|
||||||
Income tax expense (benefit) computed at statutory income tax rate
|
$
|
33,710
|
|
|
$
|
(7,325
|
)
|
|
$
|
(7,679
|
)
|
Foreign rate differential
|
6,125
|
|
|
(637
|
)
|
|
248
|
|
|||
Permanent differences
|
1,159
|
|
|
1,166
|
|
|
(1,314
|
)
|
|||
Deconsolidation and disposition
|
(2,027
|
)
|
|
15,354
|
|
|
(1,679
|
)
|
|||
Income attributable to a permanent establishment
|
637
|
|
|
1,436
|
|
|
1,623
|
|
|||
Change in valuation allowance
|
(586
|
)
|
|
18,906
|
|
|
23,352
|
|
|||
Tax exempt income
|
(9,411
|
)
|
|
(9,855
|
)
|
|
(9,643
|
)
|
|||
Share based compensation
|
(6,080
|
)
|
|
(1,542
|
)
|
|
270
|
|
|||
Income tax credits
|
(2,389
|
)
|
|
(2,026
|
)
|
|
—
|
|
|||
Foreign exchange gains (losses)
|
(277
|
)
|
|
(2,020
|
)
|
|
(573
|
)
|
|||
Unrecognized tax benefits
|
2,232
|
|
|
(142
|
)
|
|
104
|
|
|||
Functional currency adjustments
|
(157
|
)
|
|
1,240
|
|
|
1,055
|
|
|||
Change in tax rate
|
(1,130
|
)
|
|
16
|
|
|
(787
|
)
|
|||
Impact of Canadian tax legislation
|
—
|
|
|
(293
|
)
|
|
(900
|
)
|
|||
Other
|
(19
|
)
|
|
(106
|
)
|
|
456
|
|
|||
Income tax expense (benefit)
|
$
|
21,787
|
|
|
$
|
14,172
|
|
|
$
|
4,533
|
|
|
Year Ended
|
||||||
(In thousands)
|
January 1, 2017
|
|
January 3, 2016
|
||||
Deferred tax assets:
|
|
|
|
||||
Non-capital loss carryforwards
|
$
|
52,051
|
|
|
$
|
46,050
|
|
Capital loss carryforwards
|
13,748
|
|
|
13,406
|
|
||
Deferred interest expense
|
10,563
|
|
|
20,827
|
|
||
Pension and post-retirement liability
|
9,457
|
|
|
10,884
|
|
||
Accruals and reserves currently not deductible for tax purposes
|
20,909
|
|
|
19,132
|
|
||
Share based compensation
|
10,805
|
|
|
7,750
|
|
||
Other
|
7,525
|
|
|
5,180
|
|
||
Total deferred tax assets
|
125,058
|
|
|
123,229
|
|
||
Valuation allowance
|
(36,800
|
)
|
|
(40,857
|
)
|
||
Total deferred tax assets, net of valuation allowance
|
88,258
|
|
|
82,372
|
|
||
Deferred tax liabilities:
|
|
|
|
||||
Plant and equipment
|
(88,241
|
)
|
|
(90,806
|
)
|
||
Intangibles
|
(41,222
|
)
|
|
(50,924
|
)
|
||
Basis difference in subsidiaries
|
(8,824
|
)
|
|
(8,671
|
)
|
||
Unrealized foreign exchange loss (gain)
|
(7,944
|
)
|
|
(8,250
|
)
|
||
Other
|
(2,972
|
)
|
|
(5,504
|
)
|
||
Total deferred tax liabilities
|
(149,203
|
)
|
|
(164,155
|
)
|
||
Net deferred tax asset (liability)
|
$
|
(60,945
|
)
|
|
$
|
(81,783
|
)
|
|
Year Ended
|
||||||||||
(In thousands)
|
January 1, 2017
|
|
January 3, 2016
|
|
December 28, 2014
|
||||||
Balance at beginning of period
|
$
|
40,857
|
|
|
$
|
35,766
|
|
|
$
|
16,949
|
|
Additions charged to expense and other
|
2,433
|
|
|
27,877
|
|
|
33,678
|
|
|||
Deductions
|
(6,490
|
)
|
|
(22,786
|
)
|
|
(14,861
|
)
|
|||
Balance at end of period
|
$
|
36,800
|
|
|
$
|
40,857
|
|
|
$
|
35,766
|
|
(In thousands)
|
Canada
|
|
United States
|
|
Other Foreign
|
|
Total
|
||||||||
2017-2024
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
2,626
|
|
|
$
|
2,626
|
|
2025-2044
|
65,439
|
|
|
57,873
|
|
|
4,106
|
|
|
127,418
|
|
||||
Indefinitely
|
—
|
|
|
—
|
|
|
42,820
|
|
|
42,820
|
|
||||
Total tax losses carried forward
|
$
|
65,439
|
|
|
$
|
57,873
|
|
|
$
|
49,552
|
|
|
$
|
172,864
|
|
|
Year Ended
|
||||||||||
(In thousands)
|
January 1, 2017
|
|
January 3, 2016
|
|
December 28, 2014
|
||||||
Unrecognized tax benefit at beginning of period
|
$
|
3,382
|
|
|
$
|
3,693
|
|
|
$
|
3,917
|
|
Gross increases in tax positions in current period
|
5,950
|
|
|
—
|
|
|
—
|
|
|||
Gross decreases in tax positions in prior period
|
(335
|
)
|
|
(172
|
)
|
|
(229
|
)
|
|||
Gross increases in tax positions in prior period
|
271
|
|
|
—
|
|
|
152
|
|
|||
Settlements
|
—
|
|
|
—
|
|
|
—
|
|
|||
Lapse of statute of limitations
|
(264
|
)
|
|
(139
|
)
|
|
(147
|
)
|
|||
Uncertainties arising from business combinations
|
—
|
|
|
—
|
|
|
—
|
|
|||
Cumulative translation adjustment
|
—
|
|
|
—
|
|
|
—
|
|
|||
Unrecognized tax benefit at end of period
|
$
|
9,004
|
|
|
$
|
3,382
|
|
|
$
|
3,693
|
|
|
Year Ended
|
||||||||||
(In thousands)
|
January 1, 2017
|
|
January 3, 2016
|
|
December 28, 2014
|
||||||
Transactions involving cash:
|
|
|
|
|
|
||||||
Interest paid
|
$
|
26,862
|
|
|
$
|
33,340
|
|
|
$
|
41,719
|
|
Interest received
|
279
|
|
|
614
|
|
|
683
|
|
|||
Income taxes paid
|
9,475
|
|
|
6,984
|
|
|
5,485
|
|
|||
Income tax refunds
|
1,469
|
|
|
303
|
|
|
1,504
|
|
|||
Non-cash transactions:
|
|
|
|
|
|
||||||
Property, plant and equipment additions in accounts payable
|
7,724
|
|
|
11,417
|
|
|
3,630
|
|
(In thousands)
|
Year Ended January 1, 2017
|
||||||||||||||||||
(In thousands)
|
North American Residential
|
|
Europe
|
|
Architectural
|
|
Corporate & Other
|
|
Total
|
||||||||||
Sales
|
$
|
1,357,228
|
|
|
$
|
305,710
|
|
|
$
|
312,241
|
|
|
$
|
23,607
|
|
|
$
|
1,998,786
|
|
Intersegment sales
|
(5,926
|
)
|
|
(4,543
|
)
|
|
(14,353
|
)
|
|
—
|
|
|
(24,822
|
)
|
|||||
Net sales to external customers
|
$
|
1,351,302
|
|
|
$
|
301,167
|
|
|
$
|
297,888
|
|
|
$
|
23,607
|
|
|
$
|
1,973,964
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Adjusted EBITDA
|
$
|
212,619
|
|
|
$
|
38,795
|
|
|
$
|
25,160
|
|
|
$
|
(24,061
|
)
|
|
$
|
252,513
|
|
Depreciation and amortization
|
35,542
|
|
|
17,549
|
|
|
17,621
|
|
|
11,619
|
|
|
82,331
|
|
|||||
Interest expense (income), net
|
—
|
|
|
—
|
|
|
—
|
|
|
28,178
|
|
|
28,178
|
|
|||||
Income tax expense (benefit)
|
—
|
|
|
—
|
|
|
—
|
|
|
21,787
|
|
|
21,787
|
|
(In thousands)
|
Year Ended January 3, 2016
|
||||||||||||||||||
(In thousands)
|
North American Residential
|
|
Europe
|
|
Architectural
|
|
Corporate & Other
|
|
Total
|
||||||||||
Sales
|
$
|
1,197,330
|
|
|
$
|
312,560
|
|
|
$
|
302,129
|
|
|
$
|
75,081
|
|
|
$
|
1,887,100
|
|
Intersegment sales
|
(4,106
|
)
|
|
(719
|
)
|
|
(10,310
|
)
|
|
—
|
|
|
(15,135
|
)
|
|||||
Net sales to external customers
|
$
|
1,193,224
|
|
|
$
|
311,841
|
|
|
$
|
291,819
|
|
|
$
|
75,081
|
|
|
$
|
1,871,965
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Adjusted EBITDA
|
$
|
165,560
|
|
|
$
|
30,468
|
|
|
$
|
23,281
|
|
|
$
|
(15,112
|
)
|
|
$
|
204,197
|
|
Depreciation and amortization
|
36,410
|
|
|
14,965
|
|
|
16,651
|
|
|
14,859
|
|
|
82,885
|
|
|||||
Interest expense (income), net
|
—
|
|
|
—
|
|
|
—
|
|
|
32,884
|
|
|
32,884
|
|
|||||
Income tax expense (benefit)
|
—
|
|
|
—
|
|
|
—
|
|
|
14,172
|
|
|
14,172
|
|
(In thousands)
|
Year Ended December 28, 2014
|
||||||||||||||||||
(In thousands)
|
North American Residential
|
|
Europe
|
|
Architectural
|
|
Corporate & Other
|
|
Total
|
||||||||||
Sales
|
$
|
1,145,664
|
|
|
$
|
326,649
|
|
|
$
|
277,551
|
|
|
$
|
98,366
|
|
|
$
|
1,848,230
|
|
Intersegment sales
|
(2,692
|
)
|
|
(499
|
)
|
|
(7,339
|
)
|
|
—
|
|
|
(10,530
|
)
|
|||||
Net sales to external customers
|
$
|
1,142,972
|
|
|
$
|
326,150
|
|
|
$
|
270,212
|
|
|
$
|
98,366
|
|
|
$
|
1,837,700
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Adjusted EBITDA
|
$
|
120,944
|
|
|
$
|
14,570
|
|
|
$
|
19,799
|
|
|
$
|
(18,226
|
)
|
|
$
|
137,087
|
|
Depreciation and amortization
|
37,289
|
|
|
15,654
|
|
|
16,830
|
|
|
12,571
|
|
|
82,344
|
|
|||||
Interest expense (income), net
|
—
|
|
|
—
|
|
|
—
|
|
|
41,525
|
|
|
41,525
|
|
|||||
Income tax expense (benefit)
|
—
|
|
|
—
|
|
|
—
|
|
|
4,533
|
|
|
4,533
|
|
|
Year Ended
|
||||||||||
(In thousands)
|
January 1, 2017
|
|
January 3, 2016
|
|
December 28, 2014
|
||||||
Adjusted EBITDA
|
$
|
252,513
|
|
|
$
|
204,197
|
|
|
$
|
137,087
|
|
Less (plus):
|
|
|
|
|
|
||||||
Depreciation
|
57,604
|
|
|
59,160
|
|
|
60,622
|
|
|||
Amortization
|
24,727
|
|
|
23,725
|
|
|
21,722
|
|
|||
Share based compensation expense
|
18,790
|
|
|
13,236
|
|
|
9,605
|
|
|||
Loss (gain) on disposal of property, plant and equipment
|
2,111
|
|
|
1,371
|
|
|
3,816
|
|
|||
Restructuring costs
|
1,445
|
|
|
5,678
|
|
|
11,137
|
|
|||
Asset impairment
|
1,511
|
|
|
9,439
|
|
|
18,202
|
|
|||
Loss (gain) on disposal of subsidiaries
|
(6,575
|
)
|
|
59,984
|
|
|
—
|
|
|||
Interest expense (income), net
|
28,178
|
|
|
32,884
|
|
|
41,525
|
|
|||
Loss on extinguishment of debt
|
—
|
|
|
28,046
|
|
|
—
|
|
|||
Other expense (income), net
|
(1,959
|
)
|
|
(1,757
|
)
|
|
(587
|
)
|
|||
Income tax expense (benefit)
|
21,787
|
|
|
14,172
|
|
|
4,533
|
|
|||
Loss (income) from discontinued operations, net of tax
|
752
|
|
|
908
|
|
|
630
|
|
|||
Net income (loss) attributable to non-controlling interest
|
5,520
|
|
|
4,462
|
|
|
3,222
|
|
|||
Net income (loss) attributable to Masonite
|
$
|
98,622
|
|
|
$
|
(47,111
|
)
|
|
$
|
(37,340
|
)
|
|
Year Ended
|
||||||||||
(In thousands)
|
January 1, 2017
|
|
January 3, 2016
|
|
December 28, 2014
|
||||||
Net sales to external customers:
|
|
|
|
|
|
||||||
Interior products
|
$
|
1,378,959
|
|
|
$
|
1,254,056
|
|
|
$
|
1,192,817
|
|
Exterior products
|
496,617
|
|
|
475,161
|
|
|
495,445
|
|
|||
Components
|
98,388
|
|
|
142,748
|
|
|
149,438
|
|
|||
Total
|
$
|
1,973,964
|
|
|
$
|
1,871,965
|
|
|
$
|
1,837,700
|
|
|
Year Ended
|
||||||||||
(In thousands)
|
January 1, 2017
|
|
January 3, 2016
|
|
December 28, 2014
|
||||||
Net sales to external customers from facilities in:
|
|
|
|
|
|
||||||
United States
|
$
|
1,284,982
|
|
|
$
|
1,150,889
|
|
|
$
|
1,073,710
|
|
Canada
|
306,130
|
|
|
275,882
|
|
|
280,276
|
|
|||
United Kingdom
(1)
|
262,854
|
|
|
—
|
|
|
—
|
|
|||
Other
|
119,998
|
|
|
445,194
|
|
|
483,714
|
|
|||
Total
|
$
|
1,973,964
|
|
|
$
|
1,871,965
|
|
|
$
|
1,837,700
|
|
(In thousands)
|
January 1, 2017
|
|
January 3, 2016
|
|
December 28, 2014
|
||||||
United States
|
$
|
350,899
|
|
|
$
|
333,822
|
|
|
$
|
329,689
|
|
Canada
|
60,086
|
|
|
55,440
|
|
|
65,491
|
|
|||
Other
|
131,103
|
|
|
144,972
|
|
|
181,054
|
|
|||
Total
|
$
|
542,088
|
|
|
$
|
534,234
|
|
|
$
|
576,234
|
|
(In thousands, except share and per share information)
|
Year Ended
|
||||||||||
January 1, 2017
|
|
January 3, 2016
|
|
December 28, 2014
|
|||||||
Net income (loss) attributable to Masonite
|
$
|
98,622
|
|
|
$
|
(47,111
|
)
|
|
$
|
(37,340
|
)
|
Less: income (loss) from discontinued operations, net of tax
|
(752
|
)
|
|
(908
|
)
|
|
(630
|
)
|
|||
Income (loss) from continuing operations attributable to Masonite
|
$
|
99,374
|
|
|
$
|
(46,203
|
)
|
|
$
|
(36,710
|
)
|
|
|
|
|
|
|
||||||
Shares used in computing basic earnings per share
|
30,359,193
|
|
|
30,266,747
|
|
|
29,588,001
|
|
|||
Effect of dilutive securities:
|
|
|
|
|
|
||||||
Incremental shares issuable under share compensation plans and warrants
|
741,883
|
|
|
—
|
|
|
—
|
|
|||
Shares used in computing diluted earnings per share
|
31,101,076
|
|
|
30,266,747
|
|
|
29,588,001
|
|
|||
|
|
|
|
|
|
||||||
Basic earnings (loss) per common share attributable to Masonite:
|
|
|
|
|
|
||||||
Continuing operations attributable to Masonite
|
$
|
3.27
|
|
|
$
|
(1.53
|
)
|
|
$
|
(1.24
|
)
|
Discontinued operations attributable to Masonite, net of tax
|
(0.02
|
)
|
|
(0.03
|
)
|
|
(0.02
|
)
|
|||
Total Basic earnings per common share attributable to Masonite
|
$
|
3.25
|
|
|
$
|
(1.56
|
)
|
|
$
|
(1.26
|
)
|
|
|
|
|
|
|
||||||
Diluted earnings (loss) per common share attributable to Masonite:
|
|
|
|
|
|
||||||
Continuing operations attributable to Masonite
|
$
|
3.19
|
|
|
$
|
(1.53
|
)
|
|
$
|
(1.24
|
)
|
Discontinued operations attributable to Masonite, net of tax
|
(0.02
|
)
|
|
(0.03
|
)
|
|
(0.02
|
)
|
|||
Total Diluted earnings per common share attributable to Masonite
|
$
|
3.17
|
|
|
$
|
(1.56
|
)
|
|
$
|
(1.26
|
)
|
|
|
|
|
|
|
||||||
Incremental shares issuable from anti-dilutive instruments excluded from diluted earnings per common share:
|
|
|
|
|
|
||||||
Warrants
|
—
|
|
|
2,497,971
|
|
|
2,500,001
|
|
|||
Stock appreciation rights
|
—
|
|
|
408,682
|
|
|
584,812
|
|
|||
Restricted stock units
|
—
|
|
|
336,673
|
|
|
388,898
|
|
|
Year Ended
|
||||||||||
(In thousands)
|
January 1, 2017
|
|
January 3, 2016
|
|
December 28, 2014
|
||||||
Accumulated foreign exchange gains (losses), beginning of period
|
$
|
(90,111
|
)
|
|
$
|
(57,473
|
)
|
|
$
|
(8,797
|
)
|
Foreign exchange gain (loss)
|
(35,666
|
)
|
|
(63,664
|
)
|
|
(48,082
|
)
|
|||
Income tax benefit (expense) on foreign exchange gain (loss)
|
—
|
|
|
899
|
|
|
(987
|
)
|
|||
Cumulative translation adjustment recognized upon deconsolidation of subsidiaries
|
(1,431
|
)
|
|
29,027
|
|
|
(585
|
)
|
|||
Less: foreign exchange gain (loss) attributable to non-controlling interest
|
225
|
|
|
(1,100
|
)
|
|
(978
|
)
|
|||
Accumulated foreign exchange gains (losses), end of period
|
(127,433
|
)
|
|
(90,111
|
)
|
|
(57,473
|
)
|
|||
|
|
|
|
|
|
||||||
Accumulated pension and other post-retirement adjustments, beginning of period
|
(17,837
|
)
|
|
(18,786
|
)
|
|
(10,804
|
)
|
|||
Pension and other post-retirement adjustments
|
(5,941
|
)
|
|
(1,826
|
)
|
|
(12,045
|
)
|
|||
Income tax benefit (expense) on pension and other post-retirement adjustments
|
1,578
|
|
|
820
|
|
|
4,063
|
|
|||
Amortization of actuarial net losses
|
1,070
|
|
|
889
|
|
|
—
|
|
|||
Income tax benefit (expense) on amortization of actuarial net losses
|
(423
|
)
|
|
(364
|
)
|
|
—
|
|
|||
Pension settlement charges
|
—
|
|
|
2,400
|
|
|
—
|
|
|||
Income tax benefit (expense) on pension settlement charges
|
—
|
|
|
(970
|
)
|
|
—
|
|
|||
Accumulated pension and other post-retirement adjustments
|
(21,553
|
)
|
|
(17,837
|
)
|
|
(18,786
|
)
|
|||
|
|
|
|
|
|
||||||
Accumulated other comprehensive income (loss)
|
$
|
(148,986
|
)
|
|
$
|
(107,948
|
)
|
|
$
|
(76,259
|
)
|
|
|
|
|
|
|
||||||
Other comprehensive income (loss), net of tax:
|
$
|
(40,813
|
)
|
|
$
|
(32,789
|
)
|
|
$
|
(57,636
|
)
|
Less: other comprehensive income (loss) attributable to non-controlling interest
|
225
|
|
|
(1,100
|
)
|
|
(978
|
)
|
|||
Other comprehensive income (loss) attributable to Masonite
|
$
|
(41,038
|
)
|
|
$
|
(31,689
|
)
|
|
$
|
(56,658
|
)
|
(In thousands)
|
January 1,
2017 |
|
January 3,
2016 |
||||
Current assets
|
$
|
6,633
|
|
|
$
|
9,987
|
|
Property, plant and equipment, net
|
13,673
|
|
|
15,638
|
|
||
Long-term deferred income taxes
|
6,505
|
|
|
9,121
|
|
||
Other assets, net
|
1,789
|
|
|
2,270
|
|
||
Current liabilities
|
(2,044
|
)
|
|
(5,133
|
)
|
||
Other long-term liabilities
|
(2,115
|
)
|
|
(2,944
|
)
|
||
Non-controlling interest
|
(4,664
|
)
|
|
(4,981
|
)
|
||
Net assets of the VIE consolidated by Masonite
|
$
|
19,777
|
|
|
$
|
23,958
|
|
|
Quarter Ended
|
||||||||||||||
(In thousands, except per share information)
|
January 1,
2017 |
|
October 2,
2016 |
|
July 3,
2016 |
|
April 3,
2016 |
||||||||
Net sales
|
$
|
481,027
|
|
|
$
|
489,647
|
|
|
$
|
513,985
|
|
|
$
|
489,305
|
|
Cost of goods sold
|
384,533
|
|
|
385,845
|
|
|
402,881
|
|
|
391,060
|
|
||||
Gross profit
|
96,494
|
|
|
103,802
|
|
|
111,104
|
|
|
98,245
|
|
||||
Selling, general and administration expenses
|
63,488
|
|
|
63,017
|
|
|
68,961
|
|
|
64,898
|
|
||||
Restructuring costs
|
1,314
|
|
|
215
|
|
|
(103
|
)
|
|
19
|
|
||||
Asset impairment
|
1,511
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Loss (gain) on disposal of subsidiaries
|
—
|
|
|
(5,144
|
)
|
|
(1,431
|
)
|
|
—
|
|
||||
Operating income (loss)
|
30,181
|
|
|
45,714
|
|
|
43,677
|
|
|
33,328
|
|
||||
Interest expense (income), net
|
7,028
|
|
|
6,985
|
|
|
6,933
|
|
|
7,232
|
|
||||
Other expense (income), net
|
(745
|
)
|
|
(1,199
|
)
|
|
(801
|
)
|
|
786
|
|
||||
Income (loss) from continuing operations before income tax expense (benefit)
|
23,898
|
|
|
39,928
|
|
|
37,545
|
|
|
25,310
|
|
||||
Income tax expense (benefit)
|
6,196
|
|
|
6,526
|
|
|
2,855
|
|
|
6,210
|
|
||||
Income (loss) from continuing operations
|
17,702
|
|
|
33,402
|
|
|
34,690
|
|
|
19,100
|
|
||||
Income (loss) from discontinued operations, net of tax
|
(144
|
)
|
|
(236
|
)
|
|
(184
|
)
|
|
(188
|
)
|
||||
Net income (loss)
|
17,558
|
|
|
33,166
|
|
|
34,506
|
|
|
18,912
|
|
||||
Less: Net income (loss) attributable to non-controlling interest
|
2,128
|
|
|
1,157
|
|
|
1,151
|
|
|
1,084
|
|
||||
Net income (loss) attributable to Masonite
|
$
|
15,430
|
|
|
$
|
32,009
|
|
|
$
|
33,355
|
|
|
$
|
17,828
|
|
Earnings (loss) per common share attributable to Masonite:
|
|
|
|
|
|
|
|
||||||||
Basic
|
$
|
0.51
|
|
|
$
|
1.05
|
|
|
$
|
1.09
|
|
|
$
|
0.58
|
|
Diluted
|
$
|
0.50
|
|
|
$
|
1.03
|
|
|
$
|
1.06
|
|
|
$
|
0.57
|
|
|
|
|
|
|
|
|
|
||||||||
|
|
|
|
|
|
|
|
||||||||
|
Quarter Ended
|
||||||||||||||
|
January 3,
2016 |
|
September 27,
2015 |
|
June 28,
2015 |
|
March 29,
2015 |
||||||||
Net sales
|
$
|
485,422
|
|
|
$
|
475,650
|
|
|
$
|
476,428
|
|
|
$
|
434,465
|
|
Cost of goods sold
|
390,424
|
|
|
388,141
|
|
|
381,394
|
|
|
361,156
|
|
||||
Gross profit
|
94,998
|
|
|
87,509
|
|
|
95,034
|
|
|
73,309
|
|
||||
Selling, general and administration expenses
|
67,576
|
|
|
59,590
|
|
|
58,818
|
|
|
58,161
|
|
||||
Restructuring costs
|
1,195
|
|
|
1,139
|
|
|
988
|
|
|
2,356
|
|
||||
Asset impairment
|
—
|
|
|
9,439
|
|
|
—
|
|
|
—
|
|
||||
Loss (gain) on disposal of subsidiaries
|
30,263
|
|
|
29,721
|
|
|
—
|
|
|
—
|
|
||||
Operating income (loss)
|
(4,036
|
)
|
|
(12,380
|
)
|
|
35,228
|
|
|
12,792
|
|
||||
Interest expense (income), net
|
7,165
|
|
|
7,179
|
|
|
6,787
|
|
|
11,753
|
|
||||
Loss on extinguishment of debt
|
—
|
|
|
—
|
|
|
—
|
|
|
28,046
|
|
||||
Other expense (income), net
|
1,782
|
|
|
(1,720
|
)
|
|
(635
|
)
|
|
(1,184
|
)
|
||||
Income (loss) from continuing operations before income tax expense (benefit)
|
(12,983
|
)
|
|
(17,839
|
)
|
|
29,076
|
|
|
(25,823
|
)
|
||||
Income tax expense (benefit)
|
(1,595
|
)
|
|
(2,510
|
)
|
|
15,013
|
|
|
3,264
|
|
||||
Income (loss) from continuing operations
|
(11,388
|
)
|
|
(15,329
|
)
|
|
14,063
|
|
|
(29,087
|
)
|
||||
Income (loss) from discontinued operations, net of tax
|
(247
|
)
|
|
(192
|
)
|
|
(240
|
)
|
|
(229
|
)
|
||||
Net income (loss)
|
(11,635
|
)
|
|
(15,521
|
)
|
|
13,823
|
|
|
(29,316
|
)
|
||||
Less: Net income (loss) attributable to non-controlling interest
|
1,583
|
|
|
762
|
|
|
381
|
|
|
1,736
|
|
||||
Net income (loss) attributable to Masonite
|
$
|
(13,218
|
)
|
|
$
|
(16,283
|
)
|
|
$
|
13,442
|
|
|
$
|
(31,052
|
)
|
Earnings (loss) per common share attributable to Masonite:
|
|
|
|
|
|
|
|
||||||||
Basic
|
$
|
(0.43
|
)
|
|
$
|
(0.54
|
)
|
|
$
|
0.44
|
|
|
$
|
(1.03
|
)
|
Diluted
|
$
|
(0.43
|
)
|
|
$
|
(0.54
|
)
|
|
$
|
0.42
|
|
|
$
|
(1.03
|
)
|
Name
|
|
Age
|
|
Positions
|
Frederick J. Lynch
|
|
52
|
|
President and Chief Executive Officer and Director
|
Russell T. Tiejema
|
|
48
|
|
Executive Vice President and Chief Financial Officer
|
Lawrence P. Repar *
|
|
55
|
|
Executive Vice President and Chief Customer Experience Officer
|
Robert E. Lewis
|
|
56
|
|
Senior Vice President, General Counsel and Secretary
|
Gail N. Auerbach
|
|
61
|
|
Senior Vice President, Human Resources
|
James A. "Tony" Hair
|
|
50
|
|
Senior Vice President and Business Leader, Residential Door Business
|
Elias E. Barrios ^
|
|
52
|
|
Senior Vice President, Global Operations and Supply Chain
|
(a)
|
The following documents are filed as part of this Form 10-K:
|
|
Page No.
|
|
|
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 114 through 118, which is incorporated by reference herein.
|
|
|
(b)
|
The exhibits listed on the “Index to Exhibits” on pages 114 through 118 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:
|
March 1, 2017
|
By
|
/s/ Russell T. Tiejema
|
|
|
|
Russell T. Tiejema
|
|
|
|
|
Executive Vice President and Chief Financial Officer
|
|
|
|
|
(Principal Financial Officer and Principal Accounting Officer)
|
|
Signatures
|
|
Title
|
|
Date
|
|
|
|
|
|
|
|
/s/ Frederick J. Lynch
|
|
President and Chief Executive Officer and Director
|
|
March 1, 2017
|
|
Frederick J. Lynch
|
|
(Principal Executive Officer)
|
|
|
|
|
|
|
|
|
|
/s/ Russell T. Tiejema
|
|
Executive Vice President and Chief Financial Officer
|
|
March 1, 2017
|
|
Russell T. Tiejema
|
|
(Principal Financial Officer and Principal Accounting Officer)
|
|
|
|
|
|
|
|
|
|
/s/ Robert J. Byrne
|
|
Director and Chairman of the Board
|
|
March 1, 2017
|
|
Robert J. Byrne
|
|
|
|
|
|
|
|
|
|
|
|
/s/ Jody L. Bilney
|
|
Director
|
|
March 1, 2017
|
|
Jody L. Bilney
|
|
|
|
|
|
|
|
|
|
|
|
/s/ Peter R. Dachowski
|
|
Director
|
|
March 1, 2017
|
|
Peter R. Dachowski
|
|
|
|
|
|
|
|
|
|
|
|
/s/ Jonathan F. Foster
|
|
Director
|
|
March 1, 2017
|
|
Jonathan F. Foster
|
|
|
|
|
|
|
|
|
|
|
|
/s/ George A. Lorch
|
|
Director
|
|
March 1, 2017
|
|
George A. Lorch
|
|
|
|
|
|
|
|
|
|
|
|
/s/ Rick J. Mills
|
|
Director
|
|
March 1, 2017
|
|
Rick J. Mills
|
|
|
|
|
|
|
|
|
|
|
|
/s/ Francis M. Scricco
|
|
Director
|
|
March 1, 2017
|
|
Francis M. Scricco
|
|
|
|
|
|
|
|
|
|
|
|
/s/ John C. Wills
|
|
Director
|
|
March 1, 2017
|
|
John C. Wills
|
|
|
|
|
Exhibit No.
|
Description
|
|
3.1
|
Amended and Restated Articles of Masonite International Corporation (incorporated by reference to Exhibit 3.1 to the Company's Annual Report on Form 10-K (File No. 001-11796) filed with the Securities and Exchange Commission on February 26, 2015)
|
|
4.1
|
Indenture, dated as of March 23, 2015, by and among the Company, the guarantors named therein and Wells Fargo Bank, National Association, as trustee, governing the 5.625% Senior Notes due 2023. (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 March 23, 2015)
|
|
4.2
|
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)
|
|
4.3
|
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 Amended and Restated 2012 Equity Incentive
Plan (incorporated by reference to Exhibit 10.2 to the Company's Current Report on Form 8-K
(File No. 011-11796) filed with the Securities and Exchange Commission on May 18, 2015)
|
|
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(f) ^
|
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)
|
|
10.3(g) ^
|
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(h) ^
|
Form of Performance Restricted Stock Unit Agreement pursuant to the Masonite International Corporation 2012 Equity Incentive Plan (incorporated by reference to Exhibit 10.3(f) 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)
|
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(k) to the Company's Annual Report on Form 10-K (File No. 001-11796) filed with the Securities and Exchange Commission on February 26, 2015)
|
|
10.3(j) ^
|
Form of Performance 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(f) to the Company's Annual Report on Form 10-K (File No. 001-11796) filed with the Securities and Exchange Commission on February 26, 2015)
|
|
10.3(k) ^
|
Performance Restricted Stock Unit Agreement Pursuant to the Masonite International Corporation Amended and Restated 2012 Equity Incentive Plan, dated as of November 5, 2015, by and between Masonite International Corporation and Frederick J. Lynch (incorporated by reference to Exhibit 10.3(k) to the Company's Annual Report on Form 10-K (File No. 001-11796) filed with the Securities and Exchange Commission on March 2, 2016)
|
|
10.3(l) ^
|
Restricted Stock Unit Agreement Pursuant to the Amended and Restated Masonite International Corporation 2012 Equity Incentive Plant, dated as of December 22, 2015, by and between Masonite International Corporation and Lawrence P. Repar (incorporated by reference to Exhibit 10.3(l) to the Company's Annual Report on Form 10-K (File No. 001-11796) filed with the Securities and Exchange Commission on March 2, 2016)
|
|
10.3(m) ^
|
Form of Restricted Stock Unit Agreement pursuant to the Masonite International Corporation Amended and Restated 2012 Equity Incentive Plan for United States Directors (2015) (incorporated by reference to Exhibit 10.3(m) to the Company's Annual Report on Form 10-K (File No. 001-11796) filed with the Securities and Exchange Commission on March 2, 2016)
|
|
10.3(n) ^
|
Form of Restricted Stock Unit Agreement pursuant to the Masonite International Corporation Amended and Restated 2012 Equity Incentive Plan for United States Employees (November 2015) (incorporated by reference to Exhibit 10.3(n) to the Company's Annual Report on Form 10-K (File No. 001-11796) filed with the Securities and Exchange Commission on March 2, 2016)
|
|
10.3(o) ^
|
Form of Restricted Stock Unit Agreement pursuant to the Masonite International Corporation Amended and Restated 2012 Equity Incentive Plan for United States Employees (December 2015) (incorporated by reference to Exhibit 10.3(o) to the Company's Annual Report on Form 10-K (File No. 001-11796) filed with the Securities and Exchange Commission on March 2, 2016)
|
|
10.3(p) ^
|
Form of Performance Restricted Stock Unit Agreement pursuant to the Masonite International Corporation Amended and Restated 2012 Equity Incentive Plan for United States Employees (February 2016) (incorporated by reference to Exhibit 10.3(p) to the Company's Annual Report on Form 10-K (File No. 001-11796) filed with the Securities and Exchange Commission on March 2, 2016)
|
|
10.3(q) ^
|
Form of Stock Appreciation Rights Agreement pursuant to the Masonite International Corporation Amended and Restated 2012 Equity Incentive Plan for United States Employees (February 2016) (incorporated by reference to Exhibit 10.3(q) to the Company's Annual Report on Form 10-K (File No. 001-11796) filed with the Securities and Exchange Commission on March 2, 2016)
|
|
10.3(r) ^
|
Form of Restricted Stock Unit Agreement pursuant to the Masonite International Corporation Amended and Restated 2012 Equity Incentive Plan for United States Employees (February 2016) (incorporated by reference to Exhibit 10.3(r) to the Company's Annual Report on Form 10-K (File No. 001-11796) filed with the Securities and Exchange Commission on March 2, 2016)
|
|
10.3(s)* ^
|
Amendment No. 1 to Masonite International Corporation Amended and Restated 2012 Equity Incentive Plan dated February 7, 2017
|
|
10.3(t)* ^
|
Form of Performance Restricted Stock Unit Agreement pursuant to the Masonite International Corporation Amended and Restated 2012 Equity Incentive Plan for United States Employees (February 2017)
|
|
10.3(u)* ^
|
Form of Stock Appreciation Rights Agreement pursuant to the Masonite International Corporation Amended and Restated 2012 Equity Incentive Plan for United States Employees (February 2017)
|
|
10.3(v)* ^
|
Form of Restricted Stock Unit Agreement pursuant to the Masonite International Corporation Amended and Restated 2012 Equity Incentive Plan for United States Employees (February 2017)
|
|
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)
|
|
|
|
Exhibit No.
|
Description
|
|
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)
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10.4(l) ^
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Form of Amendment to Restricted Stock Unit Agreement Pursuant to the Masonite Worldwide Holdings Inc. 2009 Equity Incentive Plan (incorporated by reference to Exhibit 10.4(l) to the Company's Registration Statement on Form 10 (File No. 001-11796) filed with the Securities and Exchange Commission on August 19, 2013)
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10.4(m)* ^
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Amendment No. 1 to Masonite Worldwide Holdings Inc. 2009 Equity Incentive Plan dated February 7, 2017
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10.5(a) ^
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Amended and Restated Employment Agreement, dated as of December 31, 2015, by and between Masonite International Corporation and Frederick J. Lynch (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K (File No. 011-11796) filed with the Securities and Exchange Commission on December 23, 2015)
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10.5(b) ^
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Employment Agreement, dated as of December 31, 2015, by and between Masonite International Corporation and Russell T. Tiejema (incorporated by reference to Exhibit 10.4 to the Company's Current Report on Form 8-K (File No. 011-11796) filed with the Securities and Exchange Commission on December 23, 2015)
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10.5(c) ^
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Amended and Restated Employment Agreement, dated as of December 31, 2015, by and between Masonite International Corporation and Lawrence P. Repar (incorporated by reference to Exhibit 10.2 to the Company's Current Report on Form 8-K (File No. 011-11796) filed with the Securities and Exchange Commission on December 23, 2015)
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Exhibit No.
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Description
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10.5(d) ^
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Employment Agreement, dated as of December 31, 2015, by and between Masonite International Corporation and Elias E. Barrios (incorporated by reference to Exhibit 10.5(d) to the Company's Annual Report on Form 10-K (File No. 001-11796) filed with the Securities and Exchange Commission on March 2, 2016)
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10.5(e) ^
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Amended and Restated Employment Agreement, dated as of December 31, 2015, by and between Masonite International Corporation and Robert E. Lewis (incorporated by reference to Exhibit 10.3 to the Company's Current Report on Form 8-K (File No. 011-11796) filed with the Securities and Exchange Commission on December 23, 2015)
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10.5(f)* ^
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Employment Agreement, dated as of December 31, 2015, by and between Masonite International Corporation and James A. Hair
|
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10.5(g) ^
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Offer Letter to Russell Tiejema dated September 29, 2015 (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K (File No. 011-11796) filed with the Securities and Exchange Commission on October 13, 2015)
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10.6 ^
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Form of Director and Officer Indemnification Agreement (incorporated by reference to Exhibit 10.6 to the Company's Registration Statement on Form 10 (File No. 001-11796) filed with the Securities and Exchange Commission on August 19, 2013)
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10.7(a)
|
Amended and Restated Credit Agreement, dated as of April 9, 2015, by and among Masonite International Corporation, as Canadian borrower and parent borrower, Masonite Corporation and certain other subsidiaries of Masonite Corporation, as U.S. borrowers, Wells Fargo Bank, National Association, as administrative agent and letter of credit issuer, Bank of America, N.A., as a syndication agent, Royal Bank of Canada and Deutsche Bank Securities Inc., as co-documentation agents, Wells Fargo Capital Finance, LLC, Bank of America, N.A., Royal Bank of Canada, Deutsche Bank Securities Inc. and Barclays Bank PLC, as joint lead arrangers and book managers, and the lenders from time to time party thereto. (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 April 14, 2015)
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10.7(b)
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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)
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10.7(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)
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10.7(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)
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|
10.7(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)
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21.1*
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Subsidiaries of the Registrant
|
|
23.1*
|
Consent of Deloitte & Touche LLP, an Independent Registered Public Accounting Firm
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31.1*
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Certification of Periodic Report by Chief Executive Officer under Section 302 of the Sarbanes-Oxley Act of 2002
|
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31.2*
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Certification of Periodic Report by Chief Financial Officer under Section 302 of the Sarbanes-Oxley Act of 2002
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32.1*
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Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350 as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|
|
32.2*
|
Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350 as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|
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101.INS*
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XBRL Instance Document
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MASONITE INTERNATIONAL CORPORATION
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By:
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Name:
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Title:
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MASONITE INTERNATIONAL CORPORATION
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By:
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Name:
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Frederick J. Lynch
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Title:
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President and Chief Executive Officer
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PARTICIPANT
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Name:
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Vesting Date
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Percentage of SARs to Vest
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[______]
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[______]
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MASONITE INTERNATIONAL CORPORATION
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By:
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Name:
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Title:
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PARTICIPANT
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Name:
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MASONITE INTERNATIONAL CORPORATION
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By:
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Name:
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Frederick J. Lynch
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Title:
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President and Chief Executive Officer
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PARTICIPANT
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Name:
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MASONITE INTERNATIONAL CORPORATION
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By:
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Name:
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Title:
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5.
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Compensation and Benefits; Equity Awards
.
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8.
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Termination of Employment
.
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9.
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Compensation Upon Termination
.
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(a)
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“
Base Amount
” means “base amount,” within the meaning of Section 280G(b)(3) of the Code.
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(b)
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“
Safe Harbor Amount
” means $1.00 less than three (3) times the Executive’s Base Amount.
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12.
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Attorney’s Fees
.
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22.
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Entire Agreement; Advice of Counsel; Cooperation
.
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25.
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Section 409A
.
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26.
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Definitions
.
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1.
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I understand that any severance payments or benefits paid or granted to me under Section 9 of the Agreement represent, in part, consideration for signing this General Release and are not salary, wages or benefits to which I was already entitled. I understand and agree that I will not receive the severance payments and benefits specified in Section 9 of the Agreement unless I execute this General Release and do not revoke this General Release within the time period permitted hereafter or breach this General Release. Such severance payments and benefits will not be considered compensation for purposes of any employee benefit plan, program, policy or arrangement maintained or hereafter established by the Company or its affiliates.
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2.
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Except as provided in paragraph 4 below and except for the provisions of the Agreement which expressly survive the termination of my employment with the Company, I knowingly and voluntarily (for myself, my heirs, executors, administrators and assigns) release and forever discharge the Company and the other Released Parties from any and all claims, suits, controversies, actions, causes of action, cross‑claims, counter‑claims, demands, debts, compensatory damages, liquidated damages, punitive or exemplary damages, other damages, claims for costs and attorneys’ fees, or liabilities of any nature whatsoever in law and in equity, both past and present (through the date this General Release becomes effective and enforceable) and whether known or unknown, suspected, or claimed against the Company or any of the Released Parties which I, my spouse, or any of my heirs, executors, administrators or assigns, may have, which arise out of or are connected with my employment with, or my separation or termination from, or my serving in any capacity in respect of, the Company (including, but not limited to, any allegation, claim or violation, arising under: Title VII of the Civil Rights Act of 1964, as amended; the Civil Rights Act of 1991; the Age Discrimination in Employment Act of 1967, as amended (including the Older Workers Benefit Protection Act); the Equal Pay Act of 1963, as amended; the Americans with Disabilities Act of 1990; the Family and Medical Leave Act of 1993; the Worker Adjustment Retraining and Notification Act; the Employee Retirement Income Security Act of 1974; any applicable Executive Order Programs; the Fair Labor Standards Act; or their state or local counterparts; or under any other federal, state or local civil or human rights law, or under any other local, state, or federal law, regulation or ordinance; or under any public policy, contract or tort, or under common law; or arising under any policies, practices or procedures of the Company; or any claim for wrongful discharge, breach of contract, infliction of emotional distress, defamation; or any claim for costs, fees, or other expenses, including attorneys’ fees incurred in these matters) (all of the foregoing collectively referred to herein as the “
Claims
”).
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3.
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I represent that I have made no assignment or transfer of any right, claim, demand, cause of action, or other matter covered by paragraph 2 above.
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4.
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I agree that this General Release does not waive or release any rights or claims that I may have under the Age Discrimination in Employment Act of 1967 which arise after the date I execute this General
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5.
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I agree that I hereby waive all rights to sue or obtain equitable, remedial or punitive relief from any or all Released Parties of any kind whatsoever, including, without limitation, reinstatement, back pay, front pay, and any form of injunctive relief. Notwithstanding the above, I further acknowledge that I am not waiving and am not being required to waive any right that cannot be waived under law, including the right to file an administrative charge or participate in an administrative investigation or proceeding; provided, however, that I disclaim and waive any right to share or participate in any monetary award resulting from the prosecution of such charge or investigation or proceeding. Additionally, I am not waiving (i) any right to the Accrued Benefits (as defined in the Agreement), (ii) any right to the severance payments and benefits specified in Section 9 of the Agreement, (iii) any claim relating to my rights as a shareholder of the Company, (iv) any accrued, vested benefit under any equity award agreement or employee pension or welfare benefit plan of the Company, or (v) any claim for indemnity or contribution.
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6.
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In signing this General Release, I acknowledge and intend that it shall be effective as a bar to each and every one of the Claims hereinabove mentioned or implied. I expressly consent that this General Release shall be given full force and effect according to each and all of its express terms and provisions, including those relating to unknown and unsuspected Claims (notwithstanding any state or local statute that expressly limits the effectiveness of a general release of unknown, unsuspected and unanticipated Claims), if any, as well as those relating to any other Claims hereinabove mentioned or implied. I acknowledge and agree that this waiver is an essential and material term of this General Release and that without such waiver the Company would not have agreed to the terms of the Agreement. I further agree that in the event I should bring a Claim seeking damages against the Company, or in the event I should seek to recover against the Company in any Claim brought by a governmental agency on my behalf, this General Release shall serve as a complete defense to such Claims to the maximum extent permitted by law. I further agree that I am not aware of any pending claim of the type described in paragraph 2 as of the execution of this General Release.
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7.
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I agree that neither this General Release, nor the furnishing of the consideration for this General Release, shall be deemed or construed at any time to be an admission by the Company, any Released Party or myself of any improper or unlawful conduct.
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8.
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I agree that I will forfeit all amounts payable by the Company pursuant to the Agreement if I challenge the validity of this General Release. I also agree that if I violate this General Release by suing the Company or the other Released Parties, I will pay all costs and expenses of defending against the suit incurred by the Released Parties, including reasonable attorneys’ fees, and return all payments received by me pursuant to the Agreement on or after the termination of my employment.
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9.
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I agree that this General Release and the Agreement are confidential and agree not to disclose any information regarding the terms of this General Release or the Agreement, except to my immediate family and any tax, legal or other counsel I have consulted regarding the meaning or effect hereof or as required by law, and I will instruct each of the foregoing not to disclose the same to anyone. The Company agrees to disclose any such information only to any tax, legal or other counsel of the Company as required by law.
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10.
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Any non‑disclosure provision in this General Release does not prohibit or restrict me (or my attorney) from responding to any inquiry about this General Release or its underlying facts and circumstances
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11.
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I hereby acknowledge that Sections 7, 9, 10, 11, 12, 13, 14, 15, 16, 17, 18, 20, 21, 22, 24, and 25 of the Agreement shall survive my execution of this General Release.
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12.
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I represent that I am not aware of any claim by me other than the claims that are released by this General Release. I acknowledge that I may hereafter discover claims or facts in addition to or different than those which I now know or believe to exist with respect to the subject matter of the release set forth in paragraph 2 above and which, if known or suspected at the time of entering into this General Release, may have materially affected this General Release and my decision to enter into it.
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13.
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Notwithstanding anything in this General Release to the contrary, this General Release shall not relinquish, diminish, or in any way affect any rights or claims arising out of any breach by the Company or by any Released Party of the Agreement after the date hereof.
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14.
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Whenever possible, each provision of this General Release shall be interpreted in, such manner as to be effective and valid under applicable law, but if any provision of this General Release is held to be invalid, illegal or unenforceable in any respect under any applicable law or rule in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other provision or any other jurisdiction, but this General Release shall be reformed, construed and enforced in such jurisdiction as if such invalid, illegal or unenforceable provision had never been contained herein.
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(i)
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I HAVE READ IT CAREFULLY;
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(ii)
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I UNDERSTAND ALL OF ITS TERMS AND KNOW THAT I AM GIVING UP IMPORTANT RIGHTS, INCLUDING BUT NOT LIMITED TO, RIGHTS UNDER THE AGE DISCRIMINATION IN EMPLOYMENT ACT OF 1967, AS AMENDED, TITLE VII OF THE CIVIL RIGHTS ACT OF 1964, AS AMENDED; THE EQUAL PAY ACT OF 1963, THE AMERICANS WITH DISABILITIES ACT OF 1990; AND THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED;
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(iii)
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I VOLUNTARILY CONSENT TO EVERYTHING IN IT;
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(iv)
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I HAVE BEEN ADVISED TO CONSULT WITH AN ATTORNEY BEFORE EXECUTING IT AND I HAVE DONE SO OR, AFTER CAREFUL READING AND CONSIDERATION I HAVE CHOSEN NOT TO DO SO OF MY OWN VOLITION;
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(v)
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I HAVE HAD AT LEAST [21][45] DAYS FROM THE DATE OF MY RECEIPT OF THIS RELEASE TO CONSIDER IT AND THE CHANGES MADE SINCE MY RECEIPT OF THIS RELEASE ARE NOT MATERIAL OR WERE MADE AT MY REQUEST AND WILL NOT RESTART THE REQUIRED [21][45]‑DAY PERIOD;
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(vi)
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I UNDERSTAND THAT I HAVE SEVEN (7) DAYS AFTER THE EXECUTION OF THIS RELEASE TO REVOKE IT AND THAT THIS RELEASE SHALL NOT BECOME EFFECTIVE OR ENFORCEABLE UNTIL THE REVOCATION PERIOD HAS EXPIRED;
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(vii)
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I HAVE SIGNED THIS GENERAL RELEASE KNOWINGLY AND VOLUNTARILY AND WITH THE ADVICE OF ANY COUNSEL RETAINED TO ADVISE ME WITH RESPECT TO IT; AND
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(viii)
|
I AGREE THAT THE PROVISIONS OF THIS GENERAL RELEASE MAY NOT BE AMENDED, WAIVED, CHANGED OR MODIFIED EXCEPT BY AN INSTRUMENT IN WRITING SIGNED BY AN AUTHORIZED REPRESENTATIVE OF THE COMPANY AND BY ME.
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NAME:
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Tony Hair
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SIGNED:
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DATE:
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*
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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
January 1, 2017
, 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
|
Date:
|
March 1, 2017
|
/s/
|
Frederick J. Lynch
|
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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
January 1, 2017
, 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:
|
March 1, 2017
|
/s/
|
Russell T. Tiejema
|
|
Russell T. Tiejema
|
|
Executive Vice President and Chief Financial Officer
|
|
(Principal Financial Officer and Principal Accounting Officer)
|
1.
|
The Annual Report on Form 10-K of the Company for the year ended
January 1, 2017
(the "Report") fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m); and
|
2.
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
Date:
|
March 1, 2017
|
/s/
|
Frederick J. Lynch
|
|
Frederick J. Lynch
|
|
President and Chief Executive Officer
|
|
(Principal Executive Officer)
|
1.
|
The Annual Report on Form 10-K of the Company for the year ended
January 1, 2017
(the "Report") fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m); and
|
2.
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
Date:
|
March 1, 2017
|
/s/
|
Russell T. Tiejema
|
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Russell T. Tiejema
|
|
Executive Vice President and Chief Financial Officer
|
|
(Principal Financial Officer and Principal Accounting Officer)
|