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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Large accelerated filer
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¨
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Accelerated filer
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¨
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Non-accelerated filer
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x
(Do not check if a smaller reporting company)
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Smaller reporting company
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¨
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Page No.
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PART I.
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Item 1.
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Item 2.
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Item 3.
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Item 4.
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PART II.
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Item 1.
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Item 1A.
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Item 2.
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Item 3.
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Item 4.
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Item 5.
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Item 6.
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•
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our ability to successfully implement our business strategy;
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•
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general economic, market and business conditions;
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•
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levels of residential new construction; residential repair, renovation and remodeling; and non-residential building construction activity;
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•
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competition;
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•
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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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•
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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 senior secured asset-based credit facility, or our ABL Facility;
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•
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labor relations (i.e., disruptions, strikes or work stoppages), labor costs and availability of labor;
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•
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increases in the costs of raw materials or any shortage in supplies;
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•
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our ability to keep pace with technological developments;
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•
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the actions by, and the continued success of, certain key customers;
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•
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our ability to maintain relationships with certain customers;
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•
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new contractual commitments;
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•
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the ability to generate the benefits of our restructuring activities;
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•
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retention of key management personnel;
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•
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environmental and other government regulations; and
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•
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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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Three Months Ended
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Nine Months Ended
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||||||||||||
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September 29, 2013
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September 30, 2012
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September 29, 2013
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September 30, 2012
|
||||||||
Net sales
|
$
|
433,051
|
|
|
$
|
424,957
|
|
|
$
|
1,310,668
|
|
|
$
|
1,257,846
|
|
Cost of goods sold
|
374,082
|
|
|
369,520
|
|
|
1,136,629
|
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|
1,094,400
|
|
||||
Gross profit
|
58,969
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|
55,437
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174,039
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163,446
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||||
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||||||||
Selling, general and administration expenses
|
51,386
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|
|
52,653
|
|
|
154,378
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|
|
155,646
|
|
||||
Restructuring costs
|
1,265
|
|
|
3,829
|
|
|
4,467
|
|
|
5,051
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|
||||
Operating income (loss)
|
6,318
|
|
|
(1,045
|
)
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15,194
|
|
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2,749
|
|
||||
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||||||||
Interest expense, net
|
8,330
|
|
|
7,969
|
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|
24,788
|
|
|
23,073
|
|
||||
Other expense (income), net
|
(255
|
)
|
|
80
|
|
|
(776
|
)
|
|
1,197
|
|
||||
Income (loss) from continuing operations before income tax expense (benefit)
|
(1,757
|
)
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|
(9,094
|
)
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|
(8,818
|
)
|
|
(21,521
|
)
|
||||
|
|
|
|
|
|
|
|
||||||||
Income tax expense (benefit)
|
(6,272
|
)
|
|
(141
|
)
|
|
(7,716
|
)
|
|
(6,338
|
)
|
||||
Income (loss) from continuing operations
|
4,515
|
|
|
(8,953
|
)
|
|
(1,102
|
)
|
|
(15,183
|
)
|
||||
|
|
|
|
|
|
|
|
||||||||
Income (loss) from discontinued operations, net of tax
|
(62
|
)
|
|
(50
|
)
|
|
(196
|
)
|
|
1,520
|
|
||||
Net income (loss)
|
4,453
|
|
|
(9,003
|
)
|
|
(1,298
|
)
|
|
(13,663
|
)
|
||||
|
|
|
|
|
|
|
|
||||||||
Less: Net income (loss) attributable to noncontrolling interest
|
838
|
|
|
913
|
|
|
2,123
|
|
|
2,131
|
|
||||
Net income (loss) attributable to Masonite
|
$
|
3,615
|
|
|
$
|
(9,916
|
)
|
|
$
|
(3,421
|
)
|
|
$
|
(15,794
|
)
|
|
|
|
|
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||||||||
Earnings (loss) per common share attributable to Masonite:
|
|
|
|
|
|
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||||||||
Basic
|
$
|
0.13
|
|
|
$
|
(0.36
|
)
|
|
$
|
(0.12
|
)
|
|
$
|
(0.57
|
)
|
Diluted
|
$
|
0.12
|
|
|
$
|
(0.36
|
)
|
|
$
|
(0.12
|
)
|
|
$
|
(0.57
|
)
|
|
|
|
|
|
|
|
|
||||||||
Earnings (loss) per common share from continuing operations attributable to Masonite:
|
|
|
|
|
|
|
|
||||||||
Basic
|
$
|
0.13
|
|
|
$
|
(0.36
|
)
|
|
$
|
(0.11
|
)
|
|
$
|
(0.63
|
)
|
Diluted
|
$
|
0.12
|
|
|
$
|
(0.36
|
)
|
|
$
|
(0.11
|
)
|
|
$
|
(0.63
|
)
|
|
|
|
|
|
|
|
|
||||||||
Comprehensive income (loss):
|
|
|
|
|
|
|
|
||||||||
Net income (loss)
|
$
|
4,453
|
|
|
$
|
(9,003
|
)
|
|
$
|
(1,298
|
)
|
|
$
|
(13,663
|
)
|
Other comprehensive income (loss):
|
|
|
|
|
|
|
|
||||||||
Foreign exchange gain (loss)
|
10,284
|
|
|
19,571
|
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(13,577
|
)
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|
7,932
|
|
||||
Amortization of actuarial net losses
|
349
|
|
|
422
|
|
|
1,047
|
|
|
1,267
|
|
||||
Income tax benefit (expense) related to other comprehensive income (loss)
|
(136
|
)
|
|
1,034
|
|
|
(408
|
)
|
|
294
|
|
||||
Other comprehensive income (loss), net of tax:
|
10,497
|
|
|
21,027
|
|
|
(12,938
|
)
|
|
9,493
|
|
||||
Comprehensive income (loss)
|
14,950
|
|
|
12,024
|
|
|
(14,236
|
)
|
|
(4,170
|
)
|
||||
Less: comprehensive income (loss) attributable to noncontrolling interest
|
962
|
|
|
1,543
|
|
|
1,737
|
|
|
2,604
|
|
||||
Comprehensive income (loss) attributable to Masonite
|
$
|
13,988
|
|
|
$
|
10,481
|
|
|
$
|
(15,973
|
)
|
|
$
|
(6,774
|
)
|
ASSETS
|
September 29, 2013
|
|
December 30, 2012
|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
113,172
|
|
|
$
|
122,314
|
|
Restricted cash
|
14,138
|
|
|
12,769
|
|
||
Accounts receivable, net
|
270,642
|
|
|
256,666
|
|
||
Inventories, net
|
234,878
|
|
|
208,783
|
|
||
Prepaid expenses
|
21,674
|
|
|
19,546
|
|
||
Assets held for sale
|
3,338
|
|
|
7,211
|
|
||
Income taxes receivable
|
4,900
|
|
|
6,502
|
|
||
Current deferred income taxes
|
16,936
|
|
|
18,681
|
|
||
Total current assets
|
679,678
|
|
|
652,472
|
|
||
Property, plant and equipment, net
|
619,317
|
|
|
648,360
|
|
||
Investment in equity investees
|
8,422
|
|
|
7,633
|
|
||
Goodwill
|
78,450
|
|
|
78,122
|
|
||
Intangible assets, net
|
207,824
|
|
|
219,624
|
|
||
Long-term deferred income taxes
|
11,434
|
|
|
14,502
|
|
||
Other assets, net
|
25,809
|
|
|
25,235
|
|
||
Total assets
|
$
|
1,630,934
|
|
|
$
|
1,645,948
|
|
|
|
|
|
||||
LIABILITIES AND EQUITY
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Accounts payable
|
$
|
109,403
|
|
|
$
|
93,311
|
|
Accrued expenses
|
140,581
|
|
|
139,383
|
|
||
Income taxes payable
|
2,509
|
|
|
2,194
|
|
||
Total current liabilities
|
252,493
|
|
|
234,888
|
|
||
Long-term debt
|
378,040
|
|
|
378,848
|
|
||
Long-term deferred income taxes
|
105,009
|
|
|
119,139
|
|
||
Other liabilities
|
68,123
|
|
|
75,258
|
|
||
Total liabilities
|
803,665
|
|
|
808,133
|
|
||
Commitments and contingencies (Note 9)
|
|
|
|
|
|
||
Equity:
|
|
|
|
||||
Share capital: unlimited shares authorized, 28,438,664 and 27,943,774 shares issued and outstanding as of September 29, 2013, and December 30, 2012, respectively.
|
641,311
|
|
|
633,910
|
|
||
Additional paid-in capital
|
238,769
|
|
|
240,784
|
|
||
Accumulated deficit
|
(52,588
|
)
|
|
(49,167
|
)
|
||
Accumulated other comprehensive income (loss)
|
(31,536
|
)
|
|
(18,984
|
)
|
||
Total equity attributable to Masonite
|
795,956
|
|
|
806,543
|
|
||
Equity attributable to noncontrolling interests
|
31,313
|
|
|
31,272
|
|
||
Total equity
|
827,269
|
|
|
837,815
|
|
||
Total liabilities and equity
|
$
|
1,630,934
|
|
|
$
|
1,645,948
|
|
|
|
Common Shares Outstanding
|
|
Common Stock Amount
|
|
Additional Paid-In Capital
|
|
Accumulated Deficit
|
|
Accumulated Other Comprehensive Income (Loss)
|
|
Total Equity Attributable to Masonite
|
|
Equity Attributable to Noncontrolling Interests
|
|
Total Equity
|
|||||||||||||||
Balances as of January 2, 2012
|
|
27,531,792
|
|
|
$
|
626,787
|
|
|
$
|
241,496
|
|
|
$
|
(25,922
|
)
|
|
$
|
(27,728
|
)
|
|
$
|
814,633
|
|
|
$
|
33,850
|
|
|
$
|
848,483
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Net income (loss)
|
|
|
|
|
|
|
|
(23,245
|
)
|
|
|
|
(23,245
|
)
|
|
2,923
|
|
|
(20,322
|
)
|
|||||||||||
Other comprehensive income (loss), net of tax
|
|
|
|
|
|
|
|
|
|
8,744
|
|
|
8,744
|
|
|
234
|
|
|
8,978
|
|
|||||||||||
Dividends to noncontrolling interests
|
|
|
|
|
|
|
|
|
|
|
|
—
|
|
|
(5,735
|
)
|
|
(5,735
|
)
|
||||||||||||
Share based awards
|
|
|
|
|
|
6,517
|
|
|
|
|
|
|
6,517
|
|
|
|
|
6,517
|
|
||||||||||||
Common shares issued for delivery of share based awards
|
|
411,982
|
|
|
7,123
|
|
|
(7,123
|
)
|
|
|
|
|
|
—
|
|
|
|
|
—
|
|
||||||||||
Reduction of return of capital payable due to forfeitures of share based awards
|
|
|
|
|
|
(11
|
)
|
|
|
|
|
|
(11
|
)
|
|
|
|
(11
|
)
|
||||||||||||
Common shares withheld to cover income taxes payable due to delivery of share based awards
|
|
|
|
|
|
(95
|
)
|
|
|
|
|
|
(95
|
)
|
|
|
|
(95
|
)
|
||||||||||||
Balances as of December 30, 2012
|
|
27,943,774
|
|
|
$
|
633,910
|
|
|
$
|
240,784
|
|
|
$
|
(49,167
|
)
|
|
$
|
(18,984
|
)
|
|
$
|
806,543
|
|
|
$
|
31,272
|
|
|
$
|
837,815
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Net income (loss)
|
|
|
|
|
|
|
|
(3,421
|
)
|
|
|
|
(3,421
|
)
|
|
2,123
|
|
|
(1,298
|
)
|
|||||||||||
Other comprehensive income (loss), net of tax
|
|
|
|
|
|
|
|
|
|
(12,552
|
)
|
|
(12,552
|
)
|
|
(386
|
)
|
|
(12,938
|
)
|
|||||||||||
Dividends to noncontrolling interests
|
|
|
|
|
|
|
|
|
|
|
|
—
|
|
|
(1,696
|
)
|
|
(1,696
|
)
|
||||||||||||
Share based awards
|
|
|
|
|
|
5,752
|
|
|
|
|
|
|
5,752
|
|
|
|
|
5,752
|
|
||||||||||||
Common shares issued for delivery of share based awards
|
|
494,890
|
|
|
7,401
|
|
|
(7,401
|
)
|
|
|
|
|
|
—
|
|
|
|
|
—
|
|
||||||||||
Common shares withheld to cover income taxes payable due to delivery of share based awards
|
|
|
|
|
|
(366
|
)
|
|
|
|
|
|
(366
|
)
|
|
|
|
(366
|
)
|
||||||||||||
Balances as of September 29, 2013
|
|
28,438,664
|
|
|
$
|
641,311
|
|
|
$
|
238,769
|
|
|
$
|
(52,588
|
)
|
|
$
|
(31,536
|
)
|
|
$
|
795,956
|
|
|
$
|
31,313
|
|
|
$
|
827,269
|
|
|
Nine Months Ended
|
||||||
Cash flows from operating activities:
|
September 29,
2013 |
|
September 30,
2012 |
||||
Net income (loss)
|
$
|
(1,298
|
)
|
|
$
|
(13,663
|
)
|
Adjustments to reconcile net income (loss) to net cash flow provided by (used in) operating activities, net of acquisitions:
|
|
|
|
||||
Loss (income) from discontinued operations, net of tax
|
196
|
|
|
(1,520
|
)
|
||
Depreciation
|
47,682
|
|
|
47,486
|
|
||
Amortization of intangible assets
|
12,883
|
|
|
11,070
|
|
||
Amortization of debt issue costs
|
368
|
|
|
446
|
|
||
Share based compensation expense
|
5,752
|
|
|
4,605
|
|
||
Deferred income taxes
|
(8,826
|
)
|
|
(8,794
|
)
|
||
Unrealized foreign exchange loss (gain)
|
(298
|
)
|
|
782
|
|
||
Share of loss (income) from equity investees, net of tax
|
(789
|
)
|
|
(479
|
)
|
||
Pension and post-retirement expense (funding), net
|
(4,608
|
)
|
|
(4,248
|
)
|
||
Non-cash accruals and interest
|
404
|
|
|
611
|
|
||
Loss (gain) on sale of property, plant and equipment
|
(1,810
|
)
|
|
683
|
|
||
Impairment of property, plant and equipment
|
1,904
|
|
|
911
|
|
||
Changes in assets and liabilities:
|
|
|
|
||||
Accounts receivable
|
(18,091
|
)
|
|
(15,080
|
)
|
||
Inventories
|
(24,084
|
)
|
|
(14,656
|
)
|
||
Prepaid expenses
|
(2,577
|
)
|
|
(817
|
)
|
||
Accounts payable and accrued expenses
|
21,142
|
|
|
20,921
|
|
||
Other assets and liabilities
|
1,897
|
|
|
487
|
|
||
Net cash flow provided by (used in) operating activities - continuing operations
|
29,847
|
|
|
28,745
|
|
||
Net cash flow provided by (used in) operating activities - discontinued operations
|
—
|
|
|
(315
|
)
|
||
Net cash flow provided by (used in) operating activities
|
29,847
|
|
|
28,430
|
|
||
Cash flows from investing activities:
|
|
|
|
||||
Proceeds from sale of property, plant and equipment
|
9,288
|
|
|
280
|
|
||
Additions to property, plant and equipment
|
(24,850
|
)
|
|
(32,873
|
)
|
||
Cash used in acquisitions, net of cash acquired
|
(15,082
|
)
|
|
(87,732
|
)
|
||
Restricted cash
|
(1,369
|
)
|
|
94
|
|
||
Other investing activities
|
(2,471
|
)
|
|
(1,575
|
)
|
||
Net cash flow provided by (used in) investing activities - continuing operations
|
(34,484
|
)
|
|
(121,806
|
)
|
||
Net cash flow provided by (used in) investing activities - discontinued operations
|
—
|
|
|
1,703
|
|
||
Net cash flow provided by (used in) investing activities
|
(34,484
|
)
|
|
(120,103
|
)
|
||
Cash flows from financing activities:
|
|
|
|
||||
Proceeds from issuance of long-term debt
|
—
|
|
|
103,500
|
|
||
Payment of financing costs
|
—
|
|
|
(2,035
|
)
|
||
Distributions to non-controlling interests
|
(1,696
|
)
|
|
(3,599
|
)
|
||
Return of capital paid
|
(1,321
|
)
|
|
(1,333
|
)
|
||
Net cash flow provided by (used in) financing activities - continuing operations
|
(3,017
|
)
|
|
96,533
|
|
||
Net cash flow provided by (used in) financing activities - discontinued operations
|
—
|
|
|
—
|
|
||
Net cash flow provided by (used in) financing activities
|
(3,017
|
)
|
|
96,533
|
|
||
Net foreign currency translation adjustment on cash
|
(1,488
|
)
|
|
982
|
|
||
Increase (decrease) in cash and cash equivalents
|
(9,142
|
)
|
|
5,842
|
|
||
Cash and cash equivalents, beginning of period
|
122,314
|
|
|
109,205
|
|
||
Cash and cash equivalents, at end of period
|
$
|
113,172
|
|
|
$
|
115,047
|
|
(In thousands)
|
Masisa Acquisition
|
||
Inventory
|
$
|
5,174
|
|
Property, plant and equipment
|
6,228
|
|
|
Goodwill
|
316
|
|
|
Other assets and liabilities, net
|
508
|
|
|
Cash consideration
|
$
|
12,226
|
|
(In thousands)
|
Lemieux Acquisition
|
|
Algoma Acquisition
|
|
Baillargeon Acquisition
|
|
Total 2012 Acquisitions
|
||||||||
Accounts receivable
|
$
|
3,547
|
|
|
$
|
8,874
|
|
|
$
|
3,105
|
|
|
$
|
15,526
|
|
Inventory
|
6,013
|
|
|
6,391
|
|
|
1,758
|
|
|
14,162
|
|
||||
Property, plant and equipment
|
15,148
|
|
|
9,658
|
|
|
7,054
|
|
|
31,860
|
|
||||
Goodwill
|
397
|
|
|
20,049
|
|
|
1,113
|
|
|
21,559
|
|
||||
Intangible assets
|
3,900
|
|
|
28,600
|
|
|
—
|
|
|
32,500
|
|
||||
Deferred income taxes
|
(3,023
|
)
|
|
(11,866
|
)
|
|
(929
|
)
|
|
(15,818
|
)
|
||||
Other assets and liabilities, net
|
(3,915
|
)
|
|
(6,073
|
)
|
|
(2,158
|
)
|
|
(12,146
|
)
|
||||
Cash consideration, net of cash acquired
|
$
|
22,067
|
|
|
$
|
55,633
|
|
|
$
|
9,943
|
|
|
$
|
87,643
|
|
|
Three Months Ended September 29, 2013
|
||||||||||||||
(In thousands)
|
Lemieux
|
|
Algoma
|
|
Baillargeon
|
|
Total
|
||||||||
Net sales
|
$
|
15,188
|
|
|
$
|
16,405
|
|
|
$
|
4,862
|
|
|
$
|
36,455
|
|
Net income (loss) attributable to Masonite
|
1,695
|
|
|
655
|
|
|
374
|
|
|
2,724
|
|
||||
|
Three Months Ended September 30, 2012
|
||||||||||||||
(In thousands)
|
Lemieux
|
|
Algoma
|
|
Baillargeon
|
|
Total
|
||||||||
Net sales
|
$
|
7,072
|
|
|
$
|
17,005
|
|
|
$
|
5,355
|
|
|
$
|
29,432
|
|
Net income (loss) attributable to Masonite
|
357
|
|
|
1,061
|
|
|
330
|
|
|
1,748
|
|
||||
|
Nine Months Ended September 29, 2013
|
||||||||||||||
(In thousands)
|
Lemieux
|
|
Algoma
|
|
Baillargeon
|
|
Total
|
||||||||
Net sales
|
$
|
42,474
|
|
|
$
|
50,724
|
|
|
$
|
14,812
|
|
|
$
|
108,010
|
|
Net income (loss) attributable to Masonite
|
4,793
|
|
|
1,815
|
|
|
687
|
|
|
7,295
|
|
||||
|
Nine Months Ended September 30, 2012
|
||||||||||||||
(In thousands)
|
Lemieux
|
|
Algoma
|
|
Baillargeon
|
|
Total
|
||||||||
Net sales
|
$
|
7,072
|
|
|
$
|
31,942
|
|
|
$
|
11,028
|
|
|
$
|
50,042
|
|
Net income (loss) attributable to Masonite
|
357
|
|
|
1,471
|
|
|
732
|
|
|
2,560
|
|
|
Three Months Ended September 30, 2012
|
||||||||||
(In thousands, except per share amounts)
|
Masonite
|
|
2012 Acquisitions
|
|
Pro Forma
|
||||||
Net sales
|
$
|
424,957
|
|
|
$
|
3,501
|
|
|
$
|
428,458
|
|
Net income (loss) attributable to Masonite
|
(9,916
|
)
|
|
383
|
|
|
(9,533
|
)
|
|||
|
|
|
|
|
|
||||||
Basic earnings (loss) per common share
|
$
|
(0.36
|
)
|
|
|
|
$
|
(0.34
|
)
|
||
Diluted earnings (loss) per common share
|
$
|
(0.36
|
)
|
|
|
|
$
|
(0.34
|
)
|
|
Nine Months Ended September 30, 2012
|
||||||||||
(In thousands, except per share amounts)
|
Masonite
|
|
2012 Acquisitions
|
|
Pro Forma
|
||||||
Net sales
|
$
|
1,257,846
|
|
|
$
|
50,267
|
|
|
$
|
1,308,113
|
|
Net income (loss) attributable to Masonite
|
(15,794
|
)
|
|
2,232
|
|
|
(13,562
|
)
|
|||
|
|
|
|
|
|
||||||
Basic earnings (loss) per common share
|
$
|
(0.63
|
)
|
|
|
|
$
|
(0.49
|
)
|
||
Diluted earnings (loss) per common share
|
$
|
(0.63
|
)
|
|
|
|
$
|
(0.49
|
)
|
(In thousands)
|
North America Segment
|
||
January 1, 2012
|
$
|
56,563
|
|
Goodwill from 2012 acquisitions
|
21,559
|
|
|
December 30, 2012
|
78,122
|
|
|
|
|
||
Goodwill from 2013 acquisitions
|
316
|
|
|
Foreign exchange fluctuations
|
12
|
|
|
September 29, 2013
|
$
|
78,450
|
|
|
September 29, 2013
|
||||||||||||||
(In thousands)
|
Cost
|
|
Accumulated Amortization
|
|
Translation Adjustment
|
|
Net Book Value
|
||||||||
Definite life intangible assets:
|
|
|
|
|
|
|
|
||||||||
Customer relationships
|
$
|
82,333
|
|
|
$
|
(18,794
|
)
|
|
$
|
(328
|
)
|
|
$
|
63,211
|
|
Patents
|
27,289
|
|
|
(11,471
|
)
|
|
140
|
|
|
15,958
|
|
||||
Software
|
26,901
|
|
|
(14,843
|
)
|
|
350
|
|
|
12,408
|
|
||||
Other
|
11,923
|
|
|
(5,120
|
)
|
|
(1,417
|
)
|
|
5,386
|
|
||||
|
148,446
|
|
|
(50,228
|
)
|
|
(1,255
|
)
|
|
96,963
|
|
||||
Indefinite life intangible assets:
|
|
|
|
|
|
|
|
||||||||
Trademarks and tradenames
|
109,789
|
|
|
—
|
|
|
1,072
|
|
|
110,861
|
|
||||
Total intangible assets
|
$
|
258,235
|
|
|
$
|
(50,228
|
)
|
|
$
|
(183
|
)
|
|
$
|
207,824
|
|
|
December 30, 2012
|
||||||||||||||
(In thousands)
|
Cost
|
|
Accumulated Amortization
|
|
Translation Adjustment
|
|
Net Book Value
|
||||||||
Definite life intangible assets:
|
|
|
|
|
|
|
|
||||||||
Customer relationships
|
$
|
82,333
|
|
|
$
|
(11,373
|
)
|
|
$
|
(169
|
)
|
|
$
|
70,791
|
|
Patents
|
26,277
|
|
|
(9,521
|
)
|
|
148
|
|
|
16,904
|
|
||||
Software
|
25,806
|
|
|
(12,491
|
)
|
|
423
|
|
|
13,738
|
|
||||
Other
|
11,923
|
|
|
(3,960
|
)
|
|
(950
|
)
|
|
7,013
|
|
||||
|
146,339
|
|
|
(37,345
|
)
|
|
(548
|
)
|
|
108,446
|
|
||||
Indefinite life intangible assets:
|
|
|
|
|
|
|
|
||||||||
Trademarks and tradenames
|
109,789
|
|
|
—
|
|
|
1,389
|
|
|
111,178
|
|
||||
Total intangible assets
|
$
|
256,128
|
|
|
$
|
(37,345
|
)
|
|
$
|
841
|
|
|
$
|
219,624
|
|
(In thousands)
|
|
||
Fiscal year:
|
|
||
2013 (remaining three months)
|
$
|
4,225
|
|
2014
|
16,976
|
|
|
2015
|
16,436
|
|
|
2016
|
15,220
|
|
|
2017
|
13,108
|
|
(In thousands)
|
September 29, 2013
|
|
December 30, 2012
|
||||
Raw materials
|
$
|
159,993
|
|
|
$
|
138,997
|
|
Finished goods
|
74,885
|
|
|
69,786
|
|
||
Inventories, net
|
$
|
234,878
|
|
|
$
|
208,783
|
|
(In thousands)
|
September 29, 2013
|
|
December 30, 2012
|
||||
Land
|
$
|
51,134
|
|
|
$
|
54,888
|
|
Buildings
|
190,490
|
|
|
187,967
|
|
||
Machinery and equipment
|
571,412
|
|
|
550,280
|
|
||
Property, plant and equipment, gross
|
813,036
|
|
|
793,135
|
|
||
Accumulated depreciation
|
(193,719
|
)
|
|
(144,775
|
)
|
||
Property, plant and equipment, net
|
$
|
619,317
|
|
|
$
|
648,360
|
|
(In thousands)
|
September 29,
2013 |
|
December 30,
2012 |
||||
8.25% Senior Notes due 2021
|
$
|
375,000
|
|
|
$
|
375,000
|
|
Unamortized premium on Senior Notes
|
2,906
|
|
|
3,194
|
|
||
Capital lease obligations and other long-term debt
|
134
|
|
|
654
|
|
||
Total long-term debt
|
$
|
378,040
|
|
|
$
|
378,848
|
|
Nine Months Ended September 29, 2013
|
Stock Appreciation Rights
|
|
Aggregate Intrinsic Value (in thousands)
|
|
Weighted Average Exercise Price
|
|
Average Remaining Contractual Life (Years)
|
|||||
Outstanding, beginning of period
|
2,628,448
|
|
|
$
|
21,005
|
|
|
$
|
15.76
|
|
|
6.9
|
Granted
|
212,550
|
|
|
|
|
32.68
|
|
|
|
|||
Exercised
|
(116,135
|
)
|
|
|
|
13.67
|
|
|
|
|||
Cancelled
|
(42,887
|
)
|
|
|
|
14.60
|
|
|
|
|||
Outstanding, end of period
|
2,681,976
|
|
|
$
|
41,478
|
|
|
$
|
17.21
|
|
|
5.9
|
|
|
|
|
|
|
|
|
|||||
Exercisable, end of period
|
2,251,929
|
|
|
$
|
38,567
|
|
|
$
|
15.55
|
|
|
5.4
|
Option value (model conclusion)
|
$
|
12.53
|
|
Risk-free rate
|
1.8
|
%
|
|
Expected dividend yield
|
0.0
|
%
|
|
Expected volatility
|
35.1
|
%
|
|
Expected term (in years)
|
6.5
|
|
Nine Months Ended September 29, 2013
|
Unvested Restricted Stock Units
|
|
Vested and Undelivered Restricted Stock Units
|
|
Total Restricted Stock Units Outstanding
|
|
Weighted Average Grant Date Fair Value
|
|||||
Outstanding, beginning of period
|
625,750
|
|
|
296,196
|
|
|
921,946
|
|
|
$
|
17.75
|
|
Granted
|
324,358
|
|
|
—
|
|
|
324,358
|
|
|
23.80
|
|
|
Delivered
|
—
|
|
|
(460,512
|
)
|
|
(460,512
|
)
|
|
|
||
Withheld to cover
(1)
|
—
|
|
|
(11,968
|
)
|
|
(11,968
|
)
|
|
|
||
Cancelled
|
(48,119
|
)
|
|
—
|
|
|
(48,119
|
)
|
|
|
||
Vested
|
(188,049
|
)
|
|
188,049
|
|
|
—
|
|
|
|
||
Outstanding, end of period
|
713,940
|
|
|
11,765
|
|
|
725,705
|
|
|
$
|
21.19
|
|
(In thousands)
|
December 30, 2012
|
|
Expense
|
|
Payments
|
|
September 29, 2013
|
||||||||
Restructuring plans in 2009 and prior
|
$
|
1,675
|
|
|
$
|
380
|
|
|
$
|
962
|
|
|
$
|
1,093
|
|
2012 closures and exit activities
|
2,893
|
|
|
3,579
|
|
|
4,929
|
|
|
1,543
|
|
||||
2013 closures and severance
|
—
|
|
|
508
|
|
|
412
|
|
|
96
|
|
||||
|
$
|
4,568
|
|
|
$
|
4,467
|
|
|
$
|
6,303
|
|
|
$
|
2,732
|
|
(In thousands)
|
January 1, 2012
|
|
Expense
|
|
Payments
|
|
Non-Cash Items
|
|
September 30, 2012
|
||||||||||
Restructuring plans in 2009 and prior
|
$
|
3,130
|
|
|
$
|
—
|
|
|
$
|
1,365
|
|
|
$
|
—
|
|
|
$
|
1,765
|
|
Reduction in staff levels in 2011 and other
|
401
|
|
|
161
|
|
|
562
|
|
|
—
|
|
|
—
|
|
|||||
2012 closures and exit activities
|
—
|
|
|
4,890
|
|
|
1,964
|
|
|
911
|
|
|
2,015
|
|
|||||
|
$
|
3,531
|
|
|
$
|
5,051
|
|
|
$
|
3,891
|
|
|
$
|
911
|
|
|
$
|
3,780
|
|
(In thousands)
|
December 30, 2012
|
|
Expense
|
|
Payments
|
|
September 29, 2013
|
||||||||
North America
|
$
|
497
|
|
|
$
|
1,095
|
|
|
$
|
1,310
|
|
|
$
|
282
|
|
Europe, Asia and Latin America
|
4,071
|
|
|
3,372
|
|
|
4,993
|
|
|
2,450
|
|
||||
|
$
|
4,568
|
|
|
$
|
4,467
|
|
|
$
|
6,303
|
|
|
$
|
2,732
|
|
(In thousands)
|
January 1, 2012
|
|
Expense
|
|
Payments
|
|
Non-Cash Items
|
|
September 30, 2012
|
||||||||||
North America
|
$
|
858
|
|
|
$
|
690
|
|
|
$
|
1,010
|
|
|
$
|
—
|
|
|
$
|
538
|
|
Europe, Asia and Latin America
|
2,673
|
|
|
4,361
|
|
|
2,881
|
|
|
911
|
|
|
3,242
|
|
|||||
|
$
|
3,531
|
|
|
$
|
5,051
|
|
|
$
|
3,891
|
|
|
$
|
911
|
|
|
$
|
3,780
|
|
(In thousands)
|
Nine Months Ended September 29, 2013
|
|
Cumulative Amount Incurred to Date
|
||||
Restructuring plans in 2009 and prior
|
$
|
380
|
|
|
$
|
3,390
|
|
Reduction in staff levels in 2010
|
—
|
|
|
7,383
|
|
||
Reduction in staff levels in 2011 and other
|
—
|
|
|
4,574
|
|
||
2012 closures and exit activities
|
3,579
|
|
|
14,708
|
|
||
2013 closures and severance
|
508
|
|
|
508
|
|
||
|
$
|
4,467
|
|
|
$
|
30,563
|
|
|
|
|
|
||||
North America
|
$
|
1,095
|
|
|
$
|
11,016
|
|
Europe, Asia and Latin America
|
3,372
|
|
|
19,547
|
|
||
|
$
|
4,467
|
|
|
$
|
30,563
|
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||||||
(In thousands)
|
September 29, 2013
|
|
September 30, 2012
|
|
September 29, 2013
|
|
September 30, 2012
|
||||||||
Current
|
$
|
308
|
|
|
$
|
1,093
|
|
|
$
|
1,110
|
|
|
$
|
2,456
|
|
Deferred
|
(6,580
|
)
|
|
(1,234
|
)
|
|
(8,826
|
)
|
|
(8,794
|
)
|
||||
Income tax expense (benefit)
|
$
|
(6,272
|
)
|
|
$
|
(141
|
)
|
|
$
|
(7,716
|
)
|
|
$
|
(6,338
|
)
|
|
Nine Months Ended
|
||||||
(In thousands)
|
September 29, 2013
|
|
September 30, 2012
|
||||
Transactions involving cash:
|
|
|
|
||||
Interest paid
|
$
|
15,503
|
|
|
$
|
15,740
|
|
Interest received
|
388
|
|
|
411
|
|
||
Income taxes paid
|
5,171
|
|
|
5,412
|
|
||
Income tax refunds
|
687
|
|
|
2,927
|
|
||
Non-cash transactions:
|
|
|
|
||||
Property, plant and equipment additions in accounts payable
|
1,160
|
|
|
590
|
|
•
|
depreciation;
|
•
|
amortization of intangible assets;
|
•
|
share based compensation expense;
|
•
|
loss (gain) on sale of property, plant and equipment;
|
•
|
impairment of property, plant and equipment;
|
•
|
restructuring costs;
|
•
|
interest expense (income), net;
|
•
|
other expense (income), net;
|
•
|
income tax (benefit) expense,
|
•
|
loss (income) from discontinued operations, net of tax; and
|
•
|
net income (loss) attributable to non-controlling interest.
|
|
North America
|
|
Europe, Asia and Latin America
|
|
Africa
|
|
Total
|
||||||||
(In thousands)
|
Three Months Ended September 29, 2013
|
||||||||||||||
Sales
|
$
|
333,116
|
|
|
$
|
85,972
|
|
|
$
|
18,051
|
|
|
$
|
437,139
|
|
Intersegment sales
|
(22
|
)
|
|
(4,066
|
)
|
|
—
|
|
|
(4,088
|
)
|
||||
Net sales to external customers
|
$
|
333,094
|
|
|
$
|
81,906
|
|
|
$
|
18,051
|
|
|
$
|
433,051
|
|
|
|
|
|
|
|
|
|
||||||||
Adjusted EBITDA
|
$
|
23,117
|
|
|
$
|
1,484
|
|
|
$
|
1,833
|
|
|
$
|
26,434
|
|
|
Three Months Ended September 30, 2012
|
||||||||||||||
Sales
|
$
|
319,307
|
|
|
$
|
89,822
|
|
|
$
|
20,048
|
|
|
$
|
429,177
|
|
Intersegment sales
|
(275
|
)
|
|
(3,906
|
)
|
|
(39
|
)
|
|
(4,220
|
)
|
||||
Net sales to external customers
|
$
|
319,032
|
|
|
$
|
85,916
|
|
|
$
|
20,009
|
|
|
$
|
424,957
|
|
|
|
|
|
|
|
|
|
||||||||
Adjusted EBITDA
|
$
|
19,825
|
|
|
$
|
3,725
|
|
|
$
|
1,435
|
|
|
$
|
24,985
|
|
|
Nine Months Ended September 29, 2013
|
||||||||||||||
Sales
|
$
|
999,493
|
|
|
$
|
270,621
|
|
|
$
|
53,370
|
|
|
$
|
1,323,484
|
|
Intersegment sales
|
(380
|
)
|
|
(12,396
|
)
|
|
(40
|
)
|
|
(12,816
|
)
|
||||
Net sales to external customers
|
$
|
999,113
|
|
|
$
|
258,225
|
|
|
$
|
53,330
|
|
|
$
|
1,310,668
|
|
|
|
|
|
|
|
|
|
||||||||
Adjusted EBITDA
|
$
|
71,672
|
|
|
$
|
10,403
|
|
|
$
|
3,997
|
|
|
$
|
86,072
|
|
|
Nine Months Ended September 30, 2012
|
||||||||||||||
Sales
|
$
|
918,712
|
|
|
$
|
290,334
|
|
|
$
|
62,040
|
|
|
$
|
1,271,086
|
|
Intersegment sales
|
(1,044
|
)
|
|
(12,056
|
)
|
|
(140
|
)
|
|
(13,240
|
)
|
||||
Net sales to external customers
|
$
|
917,668
|
|
|
$
|
278,278
|
|
|
$
|
61,900
|
|
|
$
|
1,257,846
|
|
|
|
|
|
|
|
|
|
||||||||
Adjusted EBITDA
|
$
|
53,522
|
|
|
$
|
12,971
|
|
|
$
|
5,151
|
|
|
$
|
71,644
|
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||||||
(In thousands)
|
September 29, 2013
|
|
September 30, 2012
|
|
September 29, 2013
|
|
September 30, 2012
|
||||||||
Adjusted EBITDA
|
$
|
26,434
|
|
|
$
|
24,985
|
|
|
$
|
86,072
|
|
|
$
|
71,644
|
|
Less (plus):
|
|
|
|
|
|
|
|
||||||||
Depreciation
|
15,505
|
|
|
15,859
|
|
|
47,682
|
|
|
47,486
|
|
||||
Amortization of intangible assets
|
4,277
|
|
|
4,356
|
|
|
12,883
|
|
|
11,070
|
|
||||
Share based compensation expense
|
1,841
|
|
|
1,786
|
|
|
5,752
|
|
|
4,605
|
|
||||
Loss (gain) on disposal of property, plant and equipment
|
(2,772
|
)
|
|
200
|
|
|
(1,810
|
)
|
|
683
|
|
||||
Impairment of property, plant and equipment
|
—
|
|
|
—
|
|
|
1,904
|
|
|
—
|
|
||||
Restructuring costs
|
1,265
|
|
|
3,829
|
|
|
4,467
|
|
|
5,051
|
|
||||
Interest expense, net
|
8,330
|
|
|
7,969
|
|
|
24,788
|
|
|
23,073
|
|
||||
Other expense (income), net
|
(255
|
)
|
|
80
|
|
|
(776
|
)
|
|
1,197
|
|
||||
Income tax expense (benefit)
|
(6,272
|
)
|
|
(141
|
)
|
|
(7,716
|
)
|
|
(6,338
|
)
|
||||
Loss (income) from discontinued operations, net of tax
|
62
|
|
|
50
|
|
|
196
|
|
|
(1,520
|
)
|
||||
Net income (loss) attributable to noncontrolling interest
|
838
|
|
|
913
|
|
|
2,123
|
|
|
2,131
|
|
||||
Net income (loss) attributable to Masonite
|
$
|
3,615
|
|
|
$
|
(9,916
|
)
|
|
$
|
(3,421
|
)
|
|
$
|
(15,794
|
)
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||||||
(In thousands, except share and per share information)
|
September 29, 2013
|
|
September 30, 2012
|
|
September 29, 2013
|
|
September 30, 2012
|
||||||||
Net income (loss) attributable to Masonite
|
$
|
3,615
|
|
|
$
|
(9,916
|
)
|
|
$
|
(3,421
|
)
|
|
$
|
(15,794
|
)
|
Income (loss) from discontinued operations, net of tax
|
(62
|
)
|
|
(50
|
)
|
|
(196
|
)
|
|
1,520
|
|
||||
Income (loss) from continuing operations attributable to Masonite
|
$
|
3,677
|
|
|
$
|
(9,866
|
)
|
|
$
|
(3,225
|
)
|
|
$
|
(17,314
|
)
|
|
|
|
|
|
|
|
|
||||||||
Shares used in computing basic earnings per share
|
28,021,671
|
|
|
27,806,339
|
|
|
28,081,966
|
|
|
27,624,652
|
|
||||
Effect of dilutive securities:
|
|
|
|
|
|
|
|
||||||||
Incremental shares issuable under share compensation plans
|
1,873,361
|
|
|
—
|
|
—
|
|
—
|
|||||||
Shares used in computing diluted earnings per share
|
29,895,032
|
|
|
27,806,339
|
|
|
28,081,966
|
|
|
27,624,652
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Earnings (loss) per common share attributable to Masonite:
|
|
|
|
|
|
|
|
||||||||
Basic - from continuing operations
|
$
|
0.13
|
|
|
$
|
(0.36
|
)
|
|
$
|
(0.11
|
)
|
|
$
|
(0.63
|
)
|
Diluted - from continuing operations
|
$
|
0.12
|
|
|
$
|
(0.36
|
)
|
|
$
|
(0.11
|
)
|
|
$
|
(0.63
|
)
|
|
|
|
|
|
|
|
|
||||||||
Basic - from discontinued operations, net of tax
|
$
|
—
|
|
|
—
|
|
|
$
|
(0.01
|
)
|
|
$
|
0.06
|
|
|
Diluted - from discontinued operations, net of tax
|
$
|
—
|
|
|
—
|
|
|
$
|
(0.01
|
)
|
|
$
|
0.06
|
|
|
|
|
|
|
|
|
|
|
||||||||
Basic
|
$
|
0.13
|
|
|
$
|
(0.36
|
)
|
|
$
|
(0.12
|
)
|
|
$
|
(0.57
|
)
|
Diluted
|
$
|
0.12
|
|
|
$
|
(0.36
|
)
|
|
$
|
(0.12
|
)
|
|
$
|
(0.57
|
)
|
|
|
|
|
|
|
|
|
||||||||
Incremental shares issuable from anti-dilutive instruments excluded from diluted earnings per common share:
|
|
|
|
|
|
|
|
||||||||
Warrants
|
5,833,335
|
|
|
5,833,335
|
|
|
5,833,335
|
|
|
5,833,335
|
|
||||
Stock appreciation rights
|
—
|
|
|
956,819
|
|
|
1,271,349
|
|
|
886,296
|
|
||||
Restricted stock units
|
—
|
|
|
682,075
|
|
|
563,952
|
|
|
734,271
|
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||||||
(In thousands)
|
September 29, 2013
|
|
September 30, 2012
|
|
September 29, 2013
|
|
September 30, 2012
|
||||||||
Accumulated foreign exchange gains (losses), beginning of period
|
$
|
(20,813
|
)
|
|
$
|
(17,385
|
)
|
|
$
|
2,538
|
|
|
$
|
(5,489
|
)
|
Foreign exchange gain (loss)
|
10,284
|
|
|
19,571
|
|
|
(13,577
|
)
|
|
7,932
|
|
||||
Income tax benefit (expense) on foreign exchange gain (loss)
|
—
|
|
|
1,197
|
|
|
—
|
|
|
783
|
|
||||
Less: foreign exchange gain (loss) attributable to noncontrolling interest
|
(124
|
)
|
|
(630
|
)
|
|
386
|
|
|
(473
|
)
|
||||
Accumulated foreign exchange gains (losses), end of period
|
(10,653
|
)
|
|
2,753
|
|
|
(10,653
|
)
|
|
2,753
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Accumulated amortization of actuarial net losses, beginning of period
|
1,463
|
|
|
519
|
|
|
1,037
|
|
|
—
|
|
||||
Amortization of actuarial net losses
|
349
|
|
|
422
|
|
|
1,047
|
|
|
1,267
|
|
||||
Income tax benefit (expense) on amortization of actuarial net losses
|
(136
|
)
|
|
(163
|
)
|
|
(408
|
)
|
|
(489
|
)
|
||||
Accumulated amortization of actuarial net losses, end of period
|
1,676
|
|
|
778
|
|
|
1,676
|
|
|
778
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Accumulated pension and other post-retirement adjustments
|
(22,559
|
)
|
|
(22,239
|
)
|
|
(22,559
|
)
|
|
(22,239
|
)
|
||||
|
|
|
|
|
|
|
|
||||||||
Accumulated other comprehensive income (loss)
|
$
|
(31,536
|
)
|
|
$
|
(18,708
|
)
|
|
$
|
(31,536
|
)
|
|
$
|
(18,708
|
)
|
|
|
|
|
|
|
|
|
||||||||
Other comprehensive income (loss), net of tax:
|
$
|
10,497
|
|
|
$
|
21,027
|
|
|
$
|
(12,938
|
)
|
|
$
|
9,493
|
|
Less: other comprehensive income (loss) attributable to noncontrolling interest
|
124
|
|
|
630
|
|
|
(386
|
)
|
|
473
|
|
||||
Other comprehensive income (loss) attributable to Masonite
|
$
|
10,373
|
|
|
$
|
20,397
|
|
|
$
|
(12,552
|
)
|
|
$
|
9,020
|
|
(In thousands)
|
September 29, 2013
|
|
December 30, 2012
|
||||
Current assets
|
$
|
12,228
|
|
|
$
|
11,424
|
|
Property, plant and equipment, net
|
17,541
|
|
|
20,446
|
|
||
Long-term deferred income taxes
|
16,539
|
|
|
17,575
|
|
||
Other assets, net
|
2,004
|
|
|
—
|
|
||
Current liabilities
|
(3,024
|
)
|
|
(3,967
|
)
|
||
Other long-term liabilities
|
(6,161
|
)
|
|
(6,497
|
)
|
||
Noncontrolling interest
|
(8,535
|
)
|
|
(13,669
|
)
|
||
Net cumulative investment by the Company
|
$
|
30,592
|
|
|
$
|
25,312
|
|
•
|
the strength of the economy;
|
•
|
the amount and type of residential and commercial construction;
|
•
|
housing sales and home values;
|
•
|
the age of existing home stock, home vacancy rates and foreclosures;
|
•
|
commercial building occupancy rates;
|
•
|
increases in the cost of raw materials or any shortage in supplies;
|
•
|
the availability and cost of credit;
|
•
|
employment rates and consumer confidence; and
|
•
|
demographic factors such as immigration and migration of the population and trends in household formation.
|
•
|
Masisa:
In July 2013, we completed the acquisition of the door manufacturing operations of Masisa S.A. for total consideration of
$12.2 million
. The transaction includes the door component operations in Cabrero, Chile and a door assembly factory in Chillan, Chile. The operations acquired primarily manufacture high quality stile and rail panel and French wood doors for the North American market. The Masisa acquisition acts as a natural complement to Lemieux and our existing residential wood door offering.
|
•
|
Lemieux:
In August 2012, we completed the acquisition of Portes Lemieux Inc. for net consideration of
$22.1 million
. Lemieux manufactures interior and exterior stile and rail wood doors for residential applications at its two facilities in Windsor, Quebec. The acquisition of Lemieux complemented our residential wood door business and provides us an additional strategic growth platform.
|
•
|
Algoma:
In April 2012, we completed the acquisition of Algoma Holding Company for net consideration of
$55.6 million
. Algoma manufactures interior wood doors for commercial and architectural applications. The acquisition of Algoma complemented our existing Baillargeon, Mohawk and Marshfield branded commercial and architectural interior wood door business.
|
•
|
Baillargeon:
In March 2012, we completed the acquisition of Baillargeon, Inc. for net consideration of
$9.9 million
. Baillargeon is a Canadian manufacturer of interior wood doors for commercial and architectural applications.
|
•
|
Birchwood:
In November 2011, we completed the acquisition of Birchwood, for net consideration of
$41.0 million
. We believe Birchwood is one of North America’s largest producers of commercial and architectural flush wood door facings, as well as a significant producer of hardwood plywood. The Birchwood acquisition enhanced our position as a leader in the manufacturing and distribution of components for commercial and architectural interior wood doors, and acts as a natural complement to our existing business.
|
•
|
Marshfield:
In August 2011, we completed the acquisition of Marshfield for net consideration of
$102.4 million
. We believe Marshfield is a leading provider of doors and door components for commercial and architectural applications that enables us to provide our customers with a wider range of innovative door products.
|
•
|
depreciation;
|
•
|
amortization of intangible assets;
|
•
|
share based compensation expense;
|
•
|
loss (gain) on disposal of property, plant and equipment;
|
•
|
impairment of property, plant and equipment;
|
•
|
restructuring costs;
|
•
|
interest expense (income), net;
|
•
|
other expense (income), net;
|
•
|
income tax expense (benefit);
|
•
|
loss (income) from discontinued operations, net of tax; and
|
•
|
net income (loss) attributable to noncontrolling interest.
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||||||
(In thousands)
|
September 29, 2013
|
|
September 30, 2012
|
|
September 29, 2013
|
|
September 30, 2012
|
||||||||
Net sales
|
$
|
433,051
|
|
|
$
|
424,957
|
|
|
$
|
1,310,668
|
|
|
$
|
1,257,846
|
|
Cost of goods sold
|
374,082
|
|
|
369,520
|
|
|
1,136,629
|
|
|
1,094,400
|
|
||||
Gross profit
|
58,969
|
|
|
55,437
|
|
|
174,039
|
|
|
163,446
|
|
||||
Gross profit as a % of net sales
|
13.6
|
%
|
|
13.0
|
%
|
|
13.3
|
%
|
|
13.0
|
%
|
||||
Selling, general and administration expenses
|
51,386
|
|
|
52,653
|
|
|
154,378
|
|
|
155,646
|
|
||||
Restructuring costs
|
1,265
|
|
|
3,829
|
|
|
4,467
|
|
|
5,051
|
|
||||
Operating income (loss)
|
6,318
|
|
|
(1,045
|
)
|
|
15,194
|
|
|
2,749
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Interest expense, net
|
8,330
|
|
|
7,969
|
|
|
24,788
|
|
|
23,073
|
|
||||
Other expense (income), net
|
(255
|
)
|
|
80
|
|
|
(776
|
)
|
|
1,197
|
|
||||
Income (loss) from continuing operations before income tax expense (benefit)
|
(1,757
|
)
|
|
(9,094
|
)
|
|
(8,818
|
)
|
|
(21,521
|
)
|
||||
Income tax expense (benefit)
|
(6,272
|
)
|
|
(141
|
)
|
|
(7,716
|
)
|
|
(6,338
|
)
|
||||
Income (loss) from continuing operations
|
4,515
|
|
|
(8,953
|
)
|
|
(1,102
|
)
|
|
(15,183
|
)
|
||||
Income (loss) from discontinued operations, net of tax
|
(62
|
)
|
|
(50
|
)
|
|
(196
|
)
|
|
1,520
|
|
||||
Net income (loss)
|
4,453
|
|
|
(9,003
|
)
|
|
(1,298
|
)
|
|
(13,663
|
)
|
||||
Less: Net income (loss) attributable to noncontrolling interest
|
838
|
|
|
913
|
|
|
2,123
|
|
|
2,131
|
|
||||
Net income (loss) attributable to Masonite
|
$
|
3,615
|
|
|
$
|
(9,916
|
)
|
|
$
|
(3,421
|
)
|
|
$
|
(15,794
|
)
|
|
Three Months Ended
|
||||||
(In thousands)
|
September 29, 2013
|
|
September 30, 2012
|
||||
North America
|
$
|
333,116
|
|
|
$
|
319,307
|
|
North America intersegment
|
(22
|
)
|
|
(275
|
)
|
||
North America net sales to external customers
|
$
|
333,094
|
|
|
$
|
319,032
|
|
Percentage of consolidated net sales
|
76.9
|
%
|
|
75.1
|
%
|
||
|
|
|
|
||||
Europe, Asia and Latin America
|
$
|
85,972
|
|
|
$
|
89,822
|
|
Europe, Asia and Latin America intersegment
|
(4,066
|
)
|
|
(3,906
|
)
|
||
Europe, Asia and Latin America net sales to external customers
|
$
|
81,906
|
|
|
$
|
85,916
|
|
Percentage of consolidated net sales
|
18.9
|
%
|
|
20.2
|
%
|
||
|
|
|
|
||||
Africa
|
$
|
18,051
|
|
|
$
|
20,048
|
|
Africa intersegment
|
—
|
|
|
(39
|
)
|
||
Africa net sales to external customers
|
$
|
18,051
|
|
|
$
|
20,009
|
|
Percentage of consolidated net sales
|
4.2
|
%
|
|
4.7
|
%
|
||
|
|
|
|
||||
Consolidated net sales to external customers
|
$
|
433,051
|
|
|
$
|
424,957
|
|
|
North America
|
|
Europe, Asia and Latin America
|
|
Africa
|
|
Total
|
||||||||
(in thousands)
|
Three Months Ended September 29, 2013
|
||||||||||||||
Adjusted EBITDA
|
$
|
23,117
|
|
|
$
|
1,484
|
|
|
$
|
1,833
|
|
|
$
|
26,434
|
|
Percentage of segment net sales
|
6.9
|
%
|
|
1.8
|
%
|
|
10.2
|
%
|
|
6.1
|
%
|
||||
|
|
|
|
|
|
|
|
||||||||
|
Three Months Ended September 30, 2012
|
||||||||||||||
Adjusted EBITDA
|
$
|
19,825
|
|
|
$
|
3,725
|
|
|
$
|
1,435
|
|
|
$
|
24,985
|
|
Percentage of segment net sales
|
6.2
|
%
|
|
4.3
|
%
|
|
7.2
|
%
|
|
5.9
|
%
|
|
North America
|
|
Europe, Asia and Latin America
|
|
Africa
|
|
Total
|
||||||||
(In thousands)
|
Three Months Ended September 29, 2013
|
||||||||||||||
Adjusted EBITDA
|
$
|
23,117
|
|
|
$
|
1,484
|
|
|
$
|
1,833
|
|
|
$
|
26,434
|
|
Less (plus):
|
|
|
|
|
|
|
|
||||||||
Depreciation
|
10,679
|
|
|
3,910
|
|
|
916
|
|
|
15,505
|
|
||||
Amortization of intangible assets
|
3,797
|
|
|
480
|
|
|
—
|
|
|
4,277
|
|
||||
Share based compensation expense
|
1,841
|
|
|
—
|
|
|
—
|
|
|
1,841
|
|
||||
Loss (gain) on disposal of property, plant and equipment
|
240
|
|
|
(3,012
|
)
|
|
—
|
|
|
(2,772
|
)
|
||||
Restructuring costs
|
65
|
|
|
1,200
|
|
|
—
|
|
|
1,265
|
|
||||
Interest expense (income), net
|
15,776
|
|
|
(7,482
|
)
|
|
36
|
|
|
8,330
|
|
||||
Other expense (income), net
|
61
|
|
|
(316
|
)
|
|
—
|
|
|
(255
|
)
|
||||
Income tax expense (benefit)
|
(6,331
|
)
|
|
(180
|
)
|
|
239
|
|
|
(6,272
|
)
|
||||
Loss (income) from discontinued operations, net of tax
|
62
|
|
|
—
|
|
|
—
|
|
|
62
|
|
||||
Net income (loss) attributable to noncontrolling interest
|
838
|
|
|
—
|
|
|
—
|
|
|
838
|
|
||||
Net income (loss) attributable to Masonite
|
$
|
(3,911
|
)
|
|
$
|
6,884
|
|
|
$
|
642
|
|
|
$
|
3,615
|
|
|
North America
|
|
Europe, Asia and Latin America
|
|
Africa
|
|
Total
|
||||||||
(In thousands)
|
Three Months Ended September 30, 2012
|
||||||||||||||
Adjusted EBITDA
|
$
|
19,825
|
|
|
$
|
3,725
|
|
|
$
|
1,435
|
|
|
$
|
24,985
|
|
Less (plus):
|
|
|
|
|
|
|
|
||||||||
Depreciation
|
10,401
|
|
|
4,443
|
|
|
1,015
|
|
|
15,859
|
|
||||
Amortization of intangible assets
|
3,845
|
|
|
511
|
|
|
—
|
|
|
4,356
|
|
||||
Share based compensation expense
|
1,786
|
|
|
—
|
|
|
—
|
|
|
1,786
|
|
||||
Loss (gain) on disposal of property, plant and equipment
|
60
|
|
|
140
|
|
|
—
|
|
|
200
|
|
||||
Restructuring costs
|
(2
|
)
|
|
3,831
|
|
|
—
|
|
|
3,829
|
|
||||
Interest expense (income), net
|
15,526
|
|
|
(7,576
|
)
|
|
19
|
|
|
7,969
|
|
||||
Other expense (income), net
|
(269
|
)
|
|
349
|
|
|
—
|
|
|
80
|
|
||||
Income tax expense (benefit)
|
847
|
|
|
(1,091
|
)
|
|
103
|
|
|
(141
|
)
|
||||
Loss (income) from discontinued operations, net of tax
|
50
|
|
|
—
|
|
|
—
|
|
|
50
|
|
||||
Net income (loss) attributable to noncontrolling interest
|
913
|
|
|
—
|
|
|
—
|
|
|
913
|
|
||||
Net income (loss) attributable to Masonite
|
$
|
(13,332
|
)
|
|
$
|
3,118
|
|
|
$
|
298
|
|
|
$
|
(9,916
|
)
|
|
Nine Months Ended
|
||||||
(In thousands)
|
September 29, 2013
|
|
September 30, 2012
|
||||
North America
|
$
|
999,493
|
|
|
$
|
918,712
|
|
North America intersegment
|
(380
|
)
|
|
(1,044
|
)
|
||
North America net sales to external customers
|
$
|
999,113
|
|
|
$
|
917,668
|
|
Percentage of net sales
|
76.2
|
%
|
|
73.0
|
%
|
||
|
|
|
|
||||
Europe, Asia and Latin America
|
$
|
270,621
|
|
|
$
|
290,334
|
|
Europe, Asia and Latin America intersegment
|
(12,396
|
)
|
|
(12,056
|
)
|
||
Europe, Asia and Latin America net sales to external customers
|
$
|
258,225
|
|
|
$
|
278,278
|
|
Percentage of net sales
|
19.7
|
%
|
|
22.1
|
%
|
||
|
|
|
|
||||
Africa
|
$
|
53,370
|
|
|
$
|
62,040
|
|
Africa intersegment
|
(40
|
)
|
|
(140
|
)
|
||
Africa net sales to external customers
|
$
|
53,330
|
|
|
$
|
61,900
|
|
Percentage of net sales
|
4.1
|
%
|
|
4.9
|
%
|
||
|
|
|
|
||||
Net sales to external customers
|
$
|
1,310,668
|
|
|
$
|
1,257,846
|
|
|
North America
|
|
Europe, Asia and Latin America
|
|
Africa
|
|
Total
|
||||||||
(In thousands)
|
Nine Months Ended September 29, 2013
|
||||||||||||||
Adjusted EBITDA
|
$
|
71,672
|
|
|
$
|
10,403
|
|
|
$
|
3,997
|
|
|
$
|
86,072
|
|
Percentage of segment net sales
|
7.2
|
%
|
|
4.0
|
%
|
|
7.5
|
%
|
|
6.6
|
%
|
||||
|
|
|
|
|
|
|
|
||||||||
|
Nine Months Ended September 30, 2012
|
||||||||||||||
Adjusted EBITDA
|
$
|
53,522
|
|
|
$
|
12,971
|
|
|
$
|
5,151
|
|
|
$
|
71,644
|
|
Percentage of segment net sales
|
5.8
|
%
|
|
4.7
|
%
|
|
8.3
|
%
|
|
5.7
|
%
|
|
North America
|
|
Europe, Asia and Latin America
|
|
Africa
|
|
Total
|
||||||||
(In thousands)
|
Nine Months Ended September 29, 2013
|
||||||||||||||
Adjusted EBITDA
|
$
|
71,672
|
|
|
$
|
10,403
|
|
|
$
|
3,997
|
|
|
$
|
86,072
|
|
Less (plus):
|
|
|
|
|
|
|
|
||||||||
Depreciation
|
32,864
|
|
|
11,943
|
|
|
2,875
|
|
|
47,682
|
|
||||
Amortization of intangible assets
|
11,386
|
|
|
1,497
|
|
|
—
|
|
|
12,883
|
|
||||
Share based compensation expense
|
5,752
|
|
|
—
|
|
|
—
|
|
|
5,752
|
|
||||
Loss (gain) on disposal of property, plant and equipment
|
1,072
|
|
|
(2,882
|
)
|
|
—
|
|
|
(1,810
|
)
|
||||
Impairment of property, plant and equipment
|
1,904
|
|
|
—
|
|
|
—
|
|
|
1,904
|
|
||||
Restructuring costs
|
1,095
|
|
|
3,372
|
|
|
—
|
|
|
4,467
|
|
||||
Interest expense (income), net
|
47,293
|
|
|
(22,557
|
)
|
|
52
|
|
|
24,788
|
|
||||
Other expense (income), net
|
(477
|
)
|
|
(299
|
)
|
|
—
|
|
|
(776
|
)
|
||||
Income tax expense (benefit)
|
(8,953
|
)
|
|
954
|
|
|
283
|
|
|
(7,716
|
)
|
||||
Loss (income) from discontinued operations, net of tax
|
196
|
|
|
—
|
|
|
—
|
|
|
196
|
|
||||
Net income (loss) attributable to noncontrolling interest
|
2,123
|
|
|
—
|
|
|
—
|
|
|
2,123
|
|
||||
Net income (loss) attributable to Masonite
|
$
|
(22,583
|
)
|
|
$
|
18,375
|
|
|
$
|
787
|
|
|
$
|
(3,421
|
)
|
|
North America
|
|
Europe, Asia and Latin America
|
|
Africa
|
|
Total
|
||||||||
(In thousands)
|
Nine Months Ended September 30, 2012
|
||||||||||||||
Adjusted EBITDA
|
$
|
53,522
|
|
|
$
|
12,971
|
|
|
$
|
5,151
|
|
|
$
|
71,644
|
|
Less (plus):
|
|
|
|
|
|
|
|
||||||||
Depreciation
|
31,050
|
|
|
13,319
|
|
|
3,117
|
|
|
47,486
|
|
||||
Amortization of intangible assets
|
9,424
|
|
|
1,646
|
|
|
—
|
|
|
11,070
|
|
||||
Share based compensation expense
|
4,605
|
|
|
—
|
|
|
—
|
|
|
4,605
|
|
||||
Loss (gain) on disposal of property, plant and equipment
|
503
|
|
|
180
|
|
|
—
|
|
|
683
|
|
||||
Impairment of property, plant and equipment
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Restructuring costs
|
690
|
|
|
4,361
|
|
|
—
|
|
|
5,051
|
|
||||
Interest expense (income), net
|
44,809
|
|
|
(21,796
|
)
|
|
60
|
|
|
23,073
|
|
||||
Other expense (income), net
|
873
|
|
|
324
|
|
|
—
|
|
|
1,197
|
|
||||
Income tax expense (benefit)
|
(5,859
|
)
|
|
(993
|
)
|
|
514
|
|
|
(6,338
|
)
|
||||
Loss (income) from discontinued operations, net of tax
|
(1,520
|
)
|
|
—
|
|
|
—
|
|
|
(1,520
|
)
|
||||
Net income (loss) attributable to noncontrolling interest
|
2,131
|
|
|
—
|
|
|
—
|
|
|
2,131
|
|
||||
Net income (loss) attributable to Masonite
|
$
|
(33,184
|
)
|
|
$
|
15,930
|
|
|
$
|
1,460
|
|
|
$
|
(15,794
|
)
|
|
MASONITE INTERNATIONAL CORPORATION
|
|
|
|
(Registrant)
|
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Date: November 6, 2013
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By
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/s/ Mark J. Erceg
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Mark J. Erceg
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Executive Vice President and Chief Financial Officer
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(Duly authorized officer and principal financial officer of the Registrant)
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Exhibit No.
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Description
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10.3(h)*
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Form of Restricted Stock Unit Agreement Pursuant to Masonite International Corporation 2012 Equity Incentive Plan for United States Directors
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10.3(i)*
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Form of Restricted Stock Unit Agreement Pursuant to Masonite International Corporation 2012 Equity Incentive Plan for United States Employees
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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
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32.2
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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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101.SCH
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XBRL Taxonomy Extension Schema Document
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101.CAL
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XBRL Taxonomy Extension Calculation Linkbase Document
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101.DEF
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XBRL Taxonomy Extension Definition Linkbase Document
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101.LAB
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XBRL Taxonomy Extension Label Linkbase Document
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101.PRE
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XBRL Taxonomy Extension Presentation Linkbase Document
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*
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Identifies exhibits that consist of a management contract or compensatory plan or arrangement.
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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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Address:
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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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1.
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I have reviewed this quarterly report on Form 10-Q for the quarter ended September 29, 2013, of Masonite International Corporation;
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2.
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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;
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3.
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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;
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4.
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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)) for the registrant and have:
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a.
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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;
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b.
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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
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c.
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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
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5.
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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):
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a.
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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
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b.
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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.
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Date: November 6, 2013
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/s/ Frederick J. Lynch
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Frederick J. Lynch
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President and Chief Executive Officer
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(Principal Executive Officer)
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1.
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I have reviewed this quarterly report on Form 10-Q for the quarter ended September 29, 2013, of Masonite International Corporation;
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2.
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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;
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3.
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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;
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4.
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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)) for the registrant and have:
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a.
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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;
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b.
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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
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c.
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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
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5.
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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):
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a.
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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
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b.
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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.
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Date: November 6, 2013
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/s/ Mark J. Erceg
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Mark J. Erceg
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Executive Vice President and Chief Financial Officer
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(Principal Financial Officer)
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1.
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The Quarterly Report on Form 10-Q of the Company for the quarter ended September 29, 2013 (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
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2.
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The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
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Date: November 6, 2013
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/s/ Frederick J. Lynch
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Frederick J. Lynch
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President and Chief Executive Officer
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(Principal Executive Officer)
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1.
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The Quarterly Report on Form 10-Q of the Company for the quarter ended September 29, 2013 (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
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2.
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The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
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Date: November 6, 2013
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/s/ Mark J. Erceg
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Mark J. Erceg
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Executive Vice President and Chief Financial Officer
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(Principal Financial Officer)
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