Delaware
(State or other jurisdiction of
incorporation or organization)
|
|
93-1273278
(I.R.S. Employer
Identification No.)
|
Large accelerated filer
|
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o
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Accelerated filer
|
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o
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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
|
|
o
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|
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|
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|
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Emerging growth company
|
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o
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2015 Incremental Term Loans
|
$480 million incremental term loans borrowed under the Term Loan Facility in July 2015
|
2016 Term Loans
|
Term loans outstanding under our Term Loan Facility after the November 2016 amendment, which amendment (i) provided for an incremental $375 million of term loans, (ii) permitted a $400 million distribution, (iii) reduced the interest rate on the outstanding term loans, and (iv) conformed the terms of all outstanding term loans under the Term Loan Facility
|
ABL Facility
|
Our $300 million asset-based loan revolving credit facility, dated as of October 15, 2014 and as amended from time to time, with JWI and JELD-WEN of Canada, Ltd., as borrowers, the guarantors party thereto, a syndicate of lenders, and Wells Fargo Bank, National Association, as administrative agent
|
Adjusted EBITDA
|
A supplemental non-GAAP financial measure of operating performance not based on any standardized methodology prescribed by GAAP that we define as net income (loss), as adjusted for the following items: income (loss) from discontinued operations, net of tax; gain (loss) on sale of discontinued operations, net of tax; equity earnings (loss) of non-consolidated entities; income tax benefit (expense); depreciation and amortization; interest expense, net; impairment and restructuring charges; gain (loss) on sale of property and equipment; share-based compensation expense; non-cash foreign exchange transaction/translation income (loss); other non-cash items; other items; and costs related to debt restructuring, debt refinancing, and the Onex Investment
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Amended Term Loans
|
Term loans outstanding under our Term Loan Facility
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ASC
|
Accounting Standards Codification
|
ASU
|
Accounting Standards Update
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AUD
|
Australian Dollar
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Australia Senior Secured Credit Facility
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Our senior secured credit facility, dated as of October 6, 2015 and as amended from time to time, with certain of our Australian subsidiaries, as borrowers, and Australia and New Zealand Banking Group Limited, as lender
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BBSY
|
Bank Bill Swap Bid rate
|
Breezway
|
Breezway Australia Pty. Ltd.
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Bylaws
|
Amended and Restated Bylaws
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CAP
|
Cleanup Action Plan
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Charter
|
Restated Certificate of Incorporation
|
CHF LIBOR
|
Swiss Franc LIBOR interest rate
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CIBOR
|
Copenhagen Interbank rate
|
Class B-1 Common Stock
|
Shares of our Class B-1 Common Stock, par value $0.01 per share, all of which were converted into shares of our Common Stock on February 1, 2017
|
CMI
|
CraftMaster Manufacturing Inc.
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COA
|
Consent Order and Agreement
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CODM
|
Chief operating decision maker
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Common Stock
|
The 900,000,000 shares of common stock, par value $0.01 per share, authorized under our Charter
|
Corporate Credit Facilities
|
Collectively, our ABL Facility and our Term Loan Facility
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Credit Facilities
|
Collectively, our Corporate Credit Facilities, our Australia Senior Secured Credit Facility, and our Euro Revolving Facility
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DKK
|
Danish Krone
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Dooria
|
Dooria AS
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ERP
|
Enterprise Resource Planning
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ESOP
|
JELD-WEN, Inc. Employee Stock Ownership and Retirement Plan
|
EURIBOR
|
Euro interbank offered rate
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Euro Revolving Facility
|
Our €39 million revolving credit facility, dated as of January 30, 2015 and as amended from time to time, with JELD-WEN A/S, as borrower, Danske Bank A/S and Nordea
|
Exchange Act
|
Securities Exchange Act of 1934, as amended
|
FASB
|
Financial Accounting Standards Board
|
Form 10-K
|
Our Annual Report on Form 10-K for the fiscal year ended December 31, 2016
|
Form 10-Q
|
Our Quarterly Report on Form 10-Q for the fiscal quarter ended April 1, 2017
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GAAP
|
Generally accepted accounting principles in the United States
|
GHG
|
Greenhouse gasses
|
Initial Term Loans
|
$775 million term loans borrowed under the Term Loan Facility in October 2014
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IBOR
|
Interbank offered rate
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IPO
|
The initial public offering of our shares, as further described in our Form 10-K or this Form 10-Q
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JELD-WEN
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JELD-WEN Holding, Inc.
,
together with its subsidiaries where the context requires, including JWI
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JEM
|
JELD-WEN Excellence Model
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JWA
|
JELD-WEN of Australia Pty. Ltd.
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JWH
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JELD-WEN Holding, Inc., a Delaware corporation
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JWI
|
JELD-WEN, Inc., a Delaware corporation
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LIBOR
|
London Interbank Offered Rate
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MD&A
|
Management’s discussion and analysis of financial condition and results of operations
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NIBOR
|
Norwegian Interbank Offered Rate
|
NRD
|
Natural Resource Damage Trustee Council
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Onex Partners
|
Onex Partners III LP and certain affiliates
|
PaDEP
|
Pennsylvania Department of Environmental Protection
|
Preferred Stock
|
90,000,000 shares of Preferred Stock, par value $0.01 per share, authorized under our Charter
|
R&R
|
Repair and remodel
|
RSU
|
Restricted stock units
|
Sarbanes-Oxley
|
Sarbanes-Oxley Act of 2002, as amended
|
SEC
|
Securities and Exchange Commission
|
Securities Act
|
Securities Act of 1933, as amended
|
Series A Convertible Preferred Stock
|
Our Series A-1 Convertible Preferred Stock, par value $0.01 per share, Series A-2 Convertible Preferred Stock, par value $0.01 per share, Series A-3 Convertible Preferred Stock, par value $0.01 per share, and Series A-4 Convertible Preferred Stock, par value $0.01 per share, all of which were converted into shares of our common stock on February 1, 2017
|
SG&A
|
Selling, general, and administrative expenses
|
Steves
|
Steves and Sons, Inc.
|
STIBOR
|
Stockholm Interbank Offered Rate
|
Term Loan Facility
|
Our term loan facility, dated as of October 15, 2014, with JWI, as borrower, the guarantors party thereto, a syndicate of lenders, and Bank of America, N.A., as administrative agent, under which we initially borrowed $775 million of term loans, as amended (i) on July 1, 2015 in connection with the borrowing of $480 million of incremental term loans (ii) on November 1, 2016 in connection with the borrowing of $375 million of incremental term loans and (iii) on March 7, 2017 in connection with reducing the interest rate on our outstanding term loans, and as further amended from time to time
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Trend
|
Trend Windows & Doors Pty. Ltd.
|
U.S.
|
United States of America
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WADOE
|
Washington State Department of Ecology
|
|
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Three Months Ended
|
||||||
(amounts in thousands, except share and per share data)
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|
April 1, 2017
|
|
March 26, 2016
|
||||
Net revenues
|
|
$
|
847,787
|
|
|
$
|
796,547
|
|
Cost of sales
|
|
661,816
|
|
|
638,424
|
|
||
|
|
|
|
|
||||
Gross margin
|
|
185,971
|
|
|
158,123
|
|
||
|
|
|
|
|
||||
Operating expenses
|
|
|
|
|
||||
Selling, general and administrative
|
|
147,079
|
|
|
131,992
|
|
||
Impairment and restructuring charges
|
|
1,202
|
|
|
2,981
|
|
||
Operating income
|
|
37,690
|
|
|
23,150
|
|
||
|
|
|
|
|
||||
Other (expense) income
|
|
|
|
|
||||
Interest expense, net
|
|
(26,892
|
)
|
|
(17,011
|
)
|
||
Other
|
|
(2,599
|
)
|
|
724
|
|
||
|
|
|
|
|
||||
Income before taxes, equity earnings and discontinued operations
|
|
8,199
|
|
|
6,863
|
|
||
Income tax expense
|
|
(2,252
|
)
|
|
(2,097
|
)
|
||
Income from continuing operations, net of tax
|
|
5,947
|
|
|
4,766
|
|
||
Equity earnings of non-consolidated entities
|
|
481
|
|
|
765
|
|
||
Earnings from discontinued operations, net of tax
|
|
—
|
|
|
514
|
|
||
Net income
|
|
$
|
6,428
|
|
|
$
|
6,045
|
|
Convertible preferred stock dividends
|
|
10,462
|
|
|
26,406
|
|
||
Net loss attributable to common shareholders
|
|
$
|
(4,034
|
)
|
|
$
|
(20,361
|
)
|
|
|
|
|
|
||||
Weighted average common shares outstanding
|
|
|
|
|
||||
Basic
|
|
74,295,248
|
|
|
17,936,853
|
|
||
Diluted
|
|
74,295,248
|
|
|
17,936,853
|
|
||
Loss per share from continuing operations
|
|
|
|
|
||||
Basic and diluted
|
|
$
|
(0.05
|
)
|
|
$
|
(1.16
|
)
|
Income per share from discontinued operations
|
|
|
|
|
||||
Basic and diluted
|
|
$
|
—
|
|
|
$
|
0.03
|
|
Net loss per share
|
|
|
|
|
||||
Basic and diluted
|
|
$
|
(0.05
|
)
|
|
$
|
(1.13
|
)
|
|
|
Three Months Ended
|
||||||
(amounts in thousands)
|
|
April 1, 2017
|
|
March 26, 2016
|
||||
Net income
|
|
$
|
6,428
|
|
|
$
|
6,045
|
|
|
|
|
|
|
||||
Other comprehensive income (loss), net of tax:
|
|
|
|
|
||||
Foreign currency translation adjustments, net of tax of $0
|
|
17,602
|
|
|
15,945
|
|
||
Interest rate hedge adjustments, net of tax of $962, $0
|
|
2,135
|
|
|
(7,345
|
)
|
||
Defined benefit pension plans, net of tax of $799, $0
|
|
2,106
|
|
|
3,071
|
|
||
Total other comprehensive income, net of tax
|
|
21,843
|
|
|
11,671
|
|
||
Comprehensive income
|
|
$
|
28,271
|
|
|
$
|
17,716
|
|
(amounts in thousands, except share and per share data)
|
|
April 1,
2017 |
|
December 31,
2016 |
||||
ASSETS
|
|
|
|
|
||||
Current assets
|
|
|
|
|
||||
Cash and cash equivalents
|
|
$
|
185,505
|
|
|
$
|
102,701
|
|
Restricted cash
|
|
983
|
|
|
751
|
|
||
Accounts receivable, net
|
|
439,096
|
|
|
407,170
|
|
||
Inventories
|
|
365,744
|
|
|
334,634
|
|
||
Other current assets
|
|
27,465
|
|
|
30,104
|
|
||
Total current assets
|
|
1,018,793
|
|
|
875,360
|
|
||
Property and equipment, net
|
|
705,357
|
|
|
704,651
|
|
||
Deferred tax assets
|
|
288,117
|
|
|
283,876
|
|
||
Goodwill
|
|
492,788
|
|
|
486,055
|
|
||
Intangible assets, net
|
|
116,195
|
|
|
116,590
|
|
||
Other assets
|
|
56,600
|
|
|
63,547
|
|
||
Total assets
|
|
$
|
2,677,850
|
|
|
$
|
2,530,079
|
|
LIABILITIES AND EQUITY
|
|
|
|
|
||||
Current liabilities
|
|
|
|
|
||||
Accounts payable
|
|
$
|
212,560
|
|
|
$
|
188,906
|
|
Accrued payroll and benefits
|
|
125,102
|
|
|
130,668
|
|
||
Accrued expenses and other current liabilities
|
|
166,187
|
|
|
173,227
|
|
||
Notes payable and current maturities of long-term debt
|
|
15,317
|
|
|
20,031
|
|
||
Total current liabilities
|
|
519,166
|
|
|
512,832
|
|
||
Long-term debt
|
|
1,230,458
|
|
|
1,600,004
|
|
||
Unfunded pension liability
|
|
126,544
|
|
|
126,646
|
|
||
Deferred credits and other liabilities
|
|
75,924
|
|
|
74,455
|
|
||
Deferred tax liabilities
|
|
11,014
|
|
|
9,186
|
|
||
Total liabilities
|
|
1,963,106
|
|
|
2,323,123
|
|
||
Commitments and contingencies (Note 21)
|
|
|
|
|
||||
Convertible preferred stock
|
|
—
|
|
|
150,957
|
|
||
Shareholders’ equity
|
|
|
|
|
||||
Preferred Stock, par value $0.01 per share, 90,000,000 shares authorized; no shares issued and outstanding
|
|
—
|
|
|
—
|
|
||
Common Stock: 900,000,000 shares authorized, par value $0.01 per share, 104,744,087 shares outstanding as of April 1, 2017; 904,732,200 shares authorized, par value $0.01 per share, 17,894,393 shares outstanding as of December 31, 2016; 177,221 shares of Class B-1 Common Stock outstanding as of December 31, 2016
|
|
1,047
|
|
|
180
|
|
||
Additional paid-in capital
|
|
665,334
|
|
|
36,362
|
|
||
Retained earnings
|
|
223,702
|
|
|
216,639
|
|
||
Accumulated other comprehensive loss
|
|
(175,339
|
)
|
|
(197,182
|
)
|
||
Total shareholders’ equity
|
|
714,744
|
|
|
55,999
|
|
||
Total liabilities, convertible preferred shares, and shareholders’ equity
|
|
$
|
2,677,850
|
|
|
$
|
2,530,079
|
|
|
|
Three Months Ended
|
||||||||||||
|
|
April 1, 2017
|
|
March 26, 2016
|
||||||||||
(amounts in thousands, except share and per share amounts)
|
|
Shares
|
|
Amount
|
|
Shares
|
|
Amount
|
||||||
Preferred stock, $0.01 par value per share
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
—
|
|
Common stock, $0.01 par value per share
|
|
|
|
|
|
|
|
|
||||||
Common stock
|
|
|
|
|
|
|
|
|
||||||
Balance as of January 1
|
|
17,894,393
|
|
|
$
|
178
|
|
|
17,829,240
|
|
|
$
|
178
|
|
Shares issued for exercise/vesting of stock options and restricted stock units
|
|
56,391
|
|
|
1
|
|
|
110
|
|
|
—
|
|
||
Shares issued upon conversion of Class B-1 Common Stock
|
|
309,404
|
|
|
3
|
|
|
—
|
|
|
—
|
|
||
Shares issued upon conversion of convertible preferred stock to common stock
|
|
64,211,172
|
|
|
642
|
|
|
—
|
|
|
—
|
|
||
Shares issued in initial public offering
|
|
22,272,727
|
|
|
223
|
|
|
—
|
|
|
$
|
—
|
|
|
Balance at period end
|
|
104,744,087
|
|
|
1,047
|
|
|
17,829,350
|
|
|
178
|
|
||
Class B-1 Common Stock
|
|
|
|
|
|
|
|
|
||||||
Balance as of January 1
|
|
177,221
|
|
|
2
|
|
|
68,046
|
|
|
1
|
|
||
Shares issued for exercise of stock options
|
|
—
|
|
|
—
|
|
|
14,520
|
|
|
—
|
|
||
Class B-1 Common stock converted to common
|
|
(177,221
|
)
|
|
(2
|
)
|
|
—
|
|
|
—
|
|
||
Balance at period end
|
|
—
|
|
|
—
|
|
|
82,566
|
|
|
1
|
|
||
Balance at period end
|
|
|
|
$
|
1,047
|
|
|
|
|
$
|
179
|
|
||
Additional paid-in capital
|
|
|
|
|
|
|
|
|
||||||
Balance as of January 1
|
|
|
|
$
|
37,205
|
|
|
|
|
$
|
89,101
|
|
||
Shares issued for exercise of stock options
|
|
|
|
596
|
|
|
|
|
244
|
|
||||
Conversion of convertible preferred stock
|
|
|
|
150,901
|
|
|
|
|
—
|
|
||||
Initial public offering proceeds, net of underwriting fees and commissions
|
|
|
|
480,306
|
|
|
|
|
—
|
|
||||
Costs associated with initial public offering
|
|
|
|
(7,653
|
)
|
|
|
|
—
|
|
||||
Amortization of share-based compensation
|
|
|
|
4,828
|
|
|
|
|
5,085
|
|
||||
Balance at period end
|
|
|
|
666,183
|
|
|
|
|
94,430
|
|
||||
Director notes
|
|
|
|
|
|
|
|
|
||||||
Balance as of January 1
|
|
|
|
—
|
|
|
|
|
(2,068
|
)
|
||||
Net issuances, payments and accrued interest on Notes
|
|
|
|
—
|
|
|
|
|
(26
|
)
|
||||
Balance at period end
|
|
|
|
—
|
|
|
|
|
(2,094
|
)
|
||||
Employee stock notes
|
|
|
|
|
|
|
|
|
||||||
Balance as of January 1
|
|
|
|
(843
|
)
|
|
|
|
(1,011
|
)
|
||||
Net issuances, payments and accrued interest on Notes
|
|
|
|
(6
|
)
|
|
|
|
(3
|
)
|
||||
Balance at period end
|
|
|
|
(849
|
)
|
|
|
|
(1,014
|
)
|
||||
Balance at period end
|
|
|
|
$
|
665,334
|
|
|
|
|
$
|
91,322
|
|
||
|
|
|
|
|
|
|
|
|
||||||
Retained earnings (accumulated deficit)
|
|
|
|
|
|
|
|
|
||||||
Balance as of January 1
|
|
|
|
$
|
216,639
|
|
|
|
|
$
|
(154,949
|
)
|
||
Adoption of new accounting standard
|
|
|
|
635
|
|
|
|
|
—
|
|
||||
Net income
|
|
|
|
6,428
|
|
|
|
|
6,045
|
|
||||
Balance at period end
|
|
|
|
$
|
223,702
|
|
|
|
|
$
|
(148,904
|
)
|
||
|
|
|
|
|
|
|
|
|
||||||
Accumulated other comprehensive (loss) income
|
|
|
|
|
|
|
|
|
||||||
Foreign currency adjustments
|
|
|
|
|
|
|
|
|
||||||
Balance as of January 1
|
|
|
|
$
|
(65,949
|
)
|
|
|
|
$
|
(33,575
|
)
|
||
Change during period
|
|
|
|
17,602
|
|
|
|
|
15,945
|
|
||||
Balance at end of period
|
|
|
|
(48,347
|
)
|
|
|
|
(17,630
|
)
|
||||
Unrealized loss on interest rate hedges
|
|
|
|
|
|
|
|
|
||||||
Balance as of January 1
|
|
|
|
(13,296
|
)
|
|
|
|
(10,617
|
)
|
||||
Change during period
|
|
|
|
2,135
|
|
|
|
|
(7,345
|
)
|
||||
Balance at end of period
|
|
|
|
(11,161
|
)
|
|
|
|
(17,962
|
)
|
||||
Net actuarial pension (loss) gain
|
|
|
|
|
|
|
|
|
||||||
Balance as of January 1
|
|
|
|
(117,937
|
)
|
|
|
|
(118,805
|
)
|
||||
Change during period
|
|
|
|
2,106
|
|
|
|
|
3,071
|
|
||||
Balance at end of period
|
|
|
|
(115,831
|
)
|
|
|
|
(115,734
|
)
|
||||
Balance at period end
|
|
|
|
$
|
(175,339
|
)
|
|
|
|
$
|
(151,326
|
)
|
||
Total shareholders' equity (deficit) at end of period
|
|
|
|
$
|
714,744
|
|
|
|
|
$
|
(208,729
|
)
|
|
|
Three Months Ended
|
||||||
(amounts in thousands)
|
|
April 1, 2017
|
|
March 26, 2016
|
||||
OPERATING ACTIVITIES
|
|
|
|
|
||||
Net income
|
|
$
|
6,428
|
|
|
$
|
6,045
|
|
Adjustments to reconcile net loss to cash used in operating activities:
|
|
|
|
|
||||
Depreciation and amortization
|
|
27,062
|
|
|
25,692
|
|
||
Deferred income taxes
|
|
(595
|
)
|
|
817
|
|
||
Loss (gain) on sale of business units, property and equipment
|
|
138
|
|
|
(3,553
|
)
|
||
Adjustment to carrying value of assets
|
|
—
|
|
|
605
|
|
||
Equity earnings in non-consolidated entities
|
|
(481
|
)
|
|
(765
|
)
|
||
Amortization of deferred financing costs
|
|
6,319
|
|
|
890
|
|
||
Stock-based compensation
|
|
5,444
|
|
|
5,085
|
|
||
Other items, net
|
|
(3,785
|
)
|
|
(667
|
)
|
||
Net change in operating assets and liabilities, net of effect of acquisitions:
|
|
|
|
|
||||
Accounts receivable
|
|
(27,260
|
)
|
|
(73,446
|
)
|
||
Inventories
|
|
(27,409
|
)
|
|
(24,912
|
)
|
||
Other assets
|
|
1,451
|
|
|
2,077
|
|
||
Accounts payable and accrued expenses
|
|
3,203
|
|
|
33,935
|
|
||
Net cash used in operating activities
|
|
(9,485
|
)
|
|
(28,197
|
)
|
||
|
|
|
|
|
||||
INVESTING ACTIVITIES
|
|
|
|
|
||||
Purchases of property and equipment
|
|
(9,236
|
)
|
|
(18,309
|
)
|
||
Proceeds from sale of business units, property and equipment
|
|
360
|
|
|
4,386
|
|
||
Purchase of intangible assets
|
|
(566
|
)
|
|
(2,464
|
)
|
||
Purchases of businesses, net of cash acquired
|
|
—
|
|
|
(25,669
|
)
|
||
Cash received on notes receivable
|
|
1,706
|
|
|
55
|
|
||
Net cash used in investing activities
|
|
(7,736
|
)
|
|
(42,001
|
)
|
||
|
|
|
|
|
||||
FINANCING ACTIVITIES
|
|
|
|
|
||||
Borrowings on long-term debt
|
|
—
|
|
|
2,128
|
|
||
Payments of long-term debt
|
|
(380,920
|
)
|
|
(3,115
|
)
|
||
Payments of notes payable
|
|
(45
|
)
|
|
(45
|
)
|
||
Employee note repayments
|
|
—
|
|
|
11
|
|
||
Payments of debt issuance costs
|
|
(1,144
|
)
|
|
—
|
|
||
Common stock issued for exercise of options
|
|
596
|
|
|
244
|
|
||
Proceeds from the sale of common stock, net of underwriting fees and commissions
|
|
480,306
|
|
|
—
|
|
||
Payments associated with initial public offering
|
|
(486
|
)
|
|
—
|
|
||
Net cash provided by (used in) financing activities
|
|
98,307
|
|
|
(777
|
)
|
||
Effect of foreign currency exchange rates on cash
|
|
1,718
|
|
|
628
|
|
||
Net increase (decrease) in cash and cash equivalents
|
|
82,804
|
|
|
(70,347
|
)
|
||
Cash and cash equivalents, beginning
|
|
102,701
|
|
|
113,571
|
|
||
Cash and cash equivalents, ending
|
|
$
|
185,505
|
|
|
$
|
43,224
|
|
|
Three Months Ended
|
||||||
(amounts in thousands)
|
April 1,
2017 |
|
March 26, 2016
|
||||
Net revenues
|
$
|
—
|
|
|
$
|
3,633
|
|
Loss before tax and non-controlling interest
|
—
|
|
|
799
|
|
||
Loss from discontinued operations, net of tax
|
—
|
|
|
514
|
|
(amounts in thousands)
|
April 1,
2017 |
|
December 31, 2016
|
||||
Raw materials
|
$
|
246,737
|
|
|
$
|
233,730
|
|
Work in process
|
33,937
|
|
|
30,202
|
|
||
Finished goods
|
85,070
|
|
|
70,702
|
|
||
Inventories
|
$
|
365,744
|
|
|
$
|
334,634
|
|
(amounts in thousands)
|
April 1,
2017 |
|
December 31, 2016
|
||||
Property and equipment
|
$
|
1,735,078
|
|
|
$
|
1,712,682
|
|
Accumulated depreciation
|
(1,029,721
|
)
|
|
(1,008,031
|
)
|
||
Property and equipment, net
|
$
|
705,357
|
|
|
$
|
704,651
|
|
|
Three Months Ended
|
||||||
(amounts in thousands)
|
April 1,
2017 |
|
March 26, 2016
|
||||
Cost of sales
|
$
|
18,895
|
|
|
$
|
18,593
|
|
Selling, general and administrative
|
2,090
|
|
|
1,918
|
|
||
|
$
|
20,985
|
|
|
$
|
20,511
|
|
(amounts in thousands)
|
North
America
|
|
Europe
|
|
Australasia
|
|
Total
Reportable
Segments
|
||||||||
Ending balance, December 31, 2016
|
$
|
187,376
|
|
|
$
|
229,112
|
|
|
$
|
69,567
|
|
|
$
|
486,055
|
|
Currency translation
|
62
|
|
|
2,913
|
|
|
3,758
|
|
|
6,733
|
|
||||
Ending balance, April 1, 2017
|
$
|
187,438
|
|
|
$
|
232,025
|
|
|
$
|
73,325
|
|
|
$
|
492,788
|
|
|
Three Months Ended
|
||||||
(amounts in thousands)
|
April 1,
2017 |
|
March 26, 2016
|
||||
Balance at beginning of period
|
$
|
45,398
|
|
|
$
|
44,891
|
|
Current period expense
|
4,549
|
|
|
3,791
|
|
||
Liabilities assumed due to acquisition
|
—
|
|
|
16
|
|
||
Experience adjustments
|
1,116
|
|
|
14
|
|
||
Payments
|
(4,984
|
)
|
|
(3,519
|
)
|
||
Currency translation
|
127
|
|
|
402
|
|
||
Balance at end of period
|
46,206
|
|
|
45,595
|
|
||
Current portion
|
(18,921
|
)
|
|
(17,134
|
)
|
||
Long-term portion
|
$
|
27,285
|
|
|
$
|
28,461
|
|
(amounts in thousands)
|
April 1, 2017 Interest Rate
|
|
April 1, 2017
|
|
December 31, 2016
|
||||
Variable rate industrial revenue bonds
|
1.02% - 1.10%
|
|
$
|
160
|
|
|
$
|
205
|
|
(amounts in thousands)
|
April 1, 2017 Effective Interest Rate
|
|
April 1,
2017 |
|
December 31, 2016
|
|||||
Revolving credit facility
|
—
|
|
|
$
|
—
|
|
|
$
|
742
|
|
Term loan, net of original discount of $6,851 and $8,086, respectively
|
4.15%
|
|
|
1,226,695
|
|
|
1,603,551
|
|
||
Mortgage notes
|
1.15%
|
|
|
29,871
|
|
|
29,505
|
|
||
Installment notes
|
2.08% - 6.38%
|
|
|
4,898
|
|
|
5,880
|
|
||
Installment notes for stock
|
3.00% - 6.00%
|
|
|
2,253
|
|
|
3,260
|
|
||
Unamortized debt issuance costs
|
|
|
(18,102
|
)
|
|
(23,108
|
)
|
|||
|
|
|
1,245,615
|
|
|
1,619,830
|
|
|||
Current maturities of long-term debt
|
|
|
(15,157
|
)
|
|
(19,826
|
)
|
|||
Long-term debt
|
|
|
$
|
1,230,458
|
|
|
$
|
1,600,004
|
|
(amounts in thousands)
|
North
America
|
|
Europe
|
|
Australasia
|
|
Total Operating
Segments
|
|
Corporate
and
Unallocated
Costs
|
|
Total
Consolidated
|
||||||||||||
Three Months Ended April 1, 2017:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Total net revenues
|
$
|
484,564
|
|
|
$
|
242,668
|
|
|
$
|
124,342
|
|
|
$
|
851,574
|
|
|
$
|
—
|
|
|
$
|
851,574
|
|
Elimination of intersegment net revenues
|
(467
|
)
|
|
(346
|
)
|
|
(2,974
|
)
|
|
(3,787
|
)
|
|
—
|
|
|
(3,787
|
)
|
||||||
Net revenues from external customers
|
$
|
484,097
|
|
|
$
|
242,322
|
|
|
$
|
121,368
|
|
|
$
|
847,787
|
|
|
$
|
—
|
|
|
$
|
847,787
|
|
Impairment and restructuring charges
|
236
|
|
|
873
|
|
|
—
|
|
|
1,109
|
|
|
93
|
|
|
1,202
|
|
||||||
Adjusted EBITDA
|
50,178
|
|
|
27,205
|
|
|
13,249
|
|
|
90,632
|
|
|
(9,670
|
)
|
|
80,962
|
|
||||||
Three Months Ended March 26, 2016:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Total net revenues
|
$
|
460,766
|
|
|
$
|
238,789
|
|
|
$
|
99,557
|
|
|
$
|
799,112
|
|
|
$
|
—
|
|
|
$
|
799,112
|
|
Elimination of intersegment net revenues
|
(541
|
)
|
|
(240
|
)
|
|
(1,784
|
)
|
|
(2,565
|
)
|
|
—
|
|
|
(2,565
|
)
|
||||||
Net revenues from external customers
|
$
|
460,225
|
|
|
$
|
238,549
|
|
|
$
|
97,773
|
|
|
$
|
796,547
|
|
|
$
|
—
|
|
|
$
|
796,547
|
|
Impairment and restructuring charges
|
1,877
|
|
|
767
|
|
|
83
|
|
|
2,727
|
|
|
254
|
|
|
2,981
|
|
||||||
Adjusted EBITDA
|
31,699
|
|
|
24,696
|
|
|
8,919
|
|
|
65,314
|
|
|
(4,158
|
)
|
|
61,156
|
|
|
Three Months Ended
|
||||||
(amounts in thousands)
|
April 1,
2017 |
|
March 26, 2016
|
||||
Net income
|
$
|
6,428
|
|
|
$
|
6,045
|
|
Earnings from discontinued operations, net of tax
|
—
|
|
|
(514
|
)
|
||
Equity earnings of non-consolidated entities
|
(481
|
)
|
|
(765
|
)
|
||
Income tax expense
|
2,252
|
|
|
2,097
|
|
||
Depreciation and intangible amortization
|
27,062
|
|
|
25,692
|
|
||
Interest expense, net
(a)
|
26,892
|
|
|
17,011
|
|
||
Impairment and restructuring charges
(b)
|
1,180
|
|
|
2,900
|
|
||
Gain on sale of property and equipment
|
(43
|
)
|
|
(3,644
|
)
|
||
Stock-based compensation expense
|
5,444
|
|
|
5,085
|
|
||
Non-cash foreign exchange transaction/translation (income) loss
|
4,360
|
|
|
4,983
|
|
||
Other non-cash items
(c)
|
1
|
|
|
425
|
|
||
Other items
(d)
|
7,587
|
|
|
1,830
|
|
||
Costs relating to debt restructuring and debt refinancing
(e)
|
280
|
|
|
11
|
|
||
Adjusted EBITDA
|
$
|
80,962
|
|
|
$
|
61,156
|
|
(a)
|
Interest expense for the three months ended
April 1, 2017
include
$7,002
related to the write-off of a portion of the unamortized debt issuance costs and original issue discount associated with the Term Loan Facility.
|
(b)
|
Impairment and restructuring charges above include charges relating to inventory and/or manufacturing of our products that are included in cost of sales in the accompanying unaudited consolidated statements of operations. See Note 16-
Impairment and Restructuring Charges of Continuing Operations
in our unaudited financial statements for the year ended December 31, 2016 included elsewhere in this Form 10-Q.
|
(c)
|
Other non-cash items include, among other things, charges relating to inventory of
$357
in the three months ended
March 26, 2016
.
|
(d)
|
Other items not core to business activity include: (i) in the three months ended
April 1, 2017
, (1)
$7,996
in legal costs,
|
(e)
|
Includes non-recurring fees and expenses related to professional advisors, financial advisors and financial monitors retained in connection with the refinancing of our debt obligations.
|
|
|
Common
|
|
B-1 Common
|
||
Beginning shares outstanding
|
|
17,894,393
|
|
|
177,221
|
|
Shares issued
|
|
22,329,118
|
|
|
—
|
|
Shares converted
|
|
64,520,576
|
|
|
(177,221
|
)
|
Ending shares outstanding
|
|
104,744,087
|
|
|
—
|
|
|
April 1,
2017 |
|
March 26,
2016 |
||||
Income from continuing operations
|
$
|
5,947
|
|
|
$
|
4,766
|
|
Equity earnings of non-consolidated entities
|
481
|
|
|
765
|
|
||
Income from continuing operations and equity earnings of
non- consolidated entities |
6,428
|
|
|
5,531
|
|
||
Undeclared Series A Convertible Preferred Stock dividends
|
(10,462
|
)
|
|
(26,406
|
)
|
||
Loss attributable to common shareholders from continuing operations
|
(4,034
|
)
|
|
(20,875
|
)
|
||
Income from discontinued operations, net of tax
|
—
|
|
|
514
|
|
||
Net loss attributable to common shareholders
|
$
|
(4,034
|
)
|
|
$
|
(20,361
|
)
|
|
|
|
|
||||
Weighted-average outstanding shares of common stock basic and diluted
|
74,295,248
|
|
|
17,936,853
|
|
||
Basic and diluted loss per share
|
|
|
|
||||
Loss from continuing operations
|
$
|
(0.05
|
)
|
|
$
|
(1.16
|
)
|
Income from discontinued operations
|
$
|
—
|
|
|
$
|
0.03
|
|
Net loss per share
|
$
|
(0.05
|
)
|
|
$
|
(1.13
|
)
|
|
April 1,
2017 |
|
March 26, 2016
|
||
Series A Convertible Preferred Stock
|
—
|
|
|
3,974,525
|
|
Common Stock options
|
8,005,695
|
|
|
1,924,736
|
|
Class B-1 Common Stock options (converted to Common Stock options February 1, 2017)
|
—
|
|
|
3,479,157
|
|
|
Three Months Ended
|
||||||
(amounts in thousands)
|
April 1,
2017 |
|
March 26,
2016 |
||||
Impairments
|
$
|
—
|
|
|
$
|
605
|
|
Restructuring charges, net of fair value adjustment gains
|
1,202
|
|
|
2,376
|
|
||
Total impairment and restructuring charges
|
$
|
1,202
|
|
|
$
|
2,981
|
|
(amounts in thousands)
|
Beginning
Accrual
Balance
|
|
Additions
Charged to
Expense
|
|
Payments
or
Utilization
|
|
Ending
Accrual
Balance
|
||||||||
April 1, 2017
|
|
|
|
|
|
|
|
||||||||
Severance and sales restructuring costs
|
$
|
836
|
|
|
$
|
551
|
|
|
$
|
(712
|
)
|
|
$
|
675
|
|
Disposal of property and equipment
|
—
|
|
|
89
|
|
|
(89
|
)
|
|
—
|
|
||||
Lease obligations and other
|
4,183
|
|
|
562
|
|
|
(265
|
)
|
|
4,480
|
|
||||
|
$
|
5,019
|
|
|
$
|
1,202
|
|
|
$
|
(1,066
|
)
|
|
$
|
5,155
|
|
March 26, 2016
|
|
|
|
|
|
|
|
||||||||
Severance and sales restructuring costs
|
$
|
5,424
|
|
|
$
|
1,928
|
|
|
$
|
(2,286
|
)
|
|
$
|
5,066
|
|
Lease obligations and other
|
3,083
|
|
|
448
|
|
|
(143
|
)
|
|
3,388
|
|
||||
|
$
|
8,507
|
|
|
$
|
2,376
|
|
|
$
|
(2,429
|
)
|
|
$
|
8,454
|
|
|
Three Months Ended
|
||||||
(amounts in thousands)
|
April 1,
2017 |
|
March 26,
2016 |
||||
Foreign currency losses
|
$
|
(5,653
|
)
|
|
$
|
(3,270
|
)
|
Settlement of contract escrow
|
2,247
|
|
|
—
|
|
||
Gain on sale of property and equipment
|
(48
|
)
|
|
3,553
|
|
||
Other items
|
855
|
|
|
441
|
|
||
|
$
|
(2,599
|
)
|
|
$
|
724
|
|
Period
|
Notional
(1)
|
|
Weighted Average Rate
|
|
(amounts in thousands)
|
||
September 2015 - December 2015
|
$289,875
|
|
1.997%
|
December 2015 - June 2016
|
$273,000
|
|
1.997%
|
June 2016 - September 2016
|
$486,000
|
|
2.054%
|
September 2016 - December 2016
|
$759,000
|
|
2.161%
|
December 2016 - December 2017
|
$914,250
|
|
2.188%
|
December 2017 - December 2018
|
$825,000
|
|
2.190%
|
December 2018 - September 2019
|
$707,250
|
|
2.192%
|
(1)
|
Aggregate notional in effect during the period shown.
|
|
Asset derivatives
|
||||||||
(amounts in thousands)
|
Balance Sheet Location
|
|
April 1, 2017
|
|
December 31, 2016
|
||||
Derivatives not designated as hedging instruments:
|
|
|
|
|
|
||||
Foreign currency forward contracts
|
Other current assets
|
|
$
|
1,082
|
|
|
$
|
6,309
|
|
|
Liability derivatives
|
||||||||
|
Balance Sheet Location
|
|
April 1, 2017
|
|
December 31, 2016
|
||||
Derivatives designated as hedging instruments:
|
|
|
|
|
|
||||
Interest rate contracts
|
Accrued expenses and other current liabilities
|
|
$
|
7,179
|
|
|
$
|
9,050
|
|
|
Deferred credits and other liabilities
|
|
$
|
2,651
|
|
|
$
|
3,878
|
|
Derivatives not designated as hedging instruments:
|
|
|
|
|
|
||||
Foreign currency forward contracts
|
Accrued expenses and other current liabilities
|
|
$
|
4,062
|
|
|
$
|
691
|
|
|
April 1, 2017
|
||||||||||||||
(amounts in thousands)
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
Fair Value
|
||||||||
Cash and equivalents
|
$
|
—
|
|
|
$
|
89,519
|
|
|
$
|
—
|
|
|
$
|
89,519
|
|
Derivative assets, recorded in other current assets
|
—
|
|
|
1,082
|
|
|
—
|
|
|
1,082
|
|
||||
Derivative liabilities, recorded in accrued expenses
|
—
|
|
|
(13,892
|
)
|
|
—
|
|
|
(13,892
|
)
|
||||
Total
|
$
|
—
|
|
|
$
|
76,709
|
|
|
$
|
—
|
|
|
$
|
76,709
|
|
|
December 31, 2016
|
||||||||||||||
(amounts in thousands)
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total Fair Value
|
||||||||
Cash and equivalents
|
$
|
—
|
|
|
$
|
6,059
|
|
|
$
|
—
|
|
|
$
|
6,059
|
|
Derivative assets, recorded in other current assets
|
—
|
|
|
6,309
|
|
|
—
|
|
|
6,309
|
|
||||
Derivative liabilities, recorded in accrued expenses
|
—
|
|
|
(13,619
|
)
|
|
—
|
|
|
(13,619
|
)
|
||||
Total
|
$
|
—
|
|
|
$
|
(1,251
|
)
|
|
$
|
—
|
|
|
$
|
(1,251
|
)
|
|
December 31, 2016
|
||||||||||||||||||
(amounts in thousands)
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Fair Value
|
|
Total Losses
|
||||||||||
Closed operations
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,445
|
|
|
$
|
1,445
|
|
|
$
|
1,602
|
|
Total
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,445
|
|
|
$
|
1,445
|
|
|
$
|
1,602
|
|
(amounts in thousands)
|
April 1,
2017 |
|
December 31,
2016 |
||||
Self-insurance workers' compensation
|
$
|
18,514
|
|
|
$
|
18,514
|
|
Liability and other insurance
|
15,884
|
|
|
15,884
|
|
||
Environmental
|
14,186
|
|
|
14,086
|
|
||
Other
|
14,008
|
|
|
14,070
|
|
||
|
$
|
62,592
|
|
|
$
|
62,554
|
|
(amounts in thousands)
|
Three Months Ended
|
||||||
Components of pension benefit expense - U.S. benefit plan
|
April 1,
2017 |
|
March 26, 2016
|
||||
Service cost
|
$
|
825
|
|
|
$
|
800
|
|
Interest cost
|
3,350
|
|
|
4,100
|
|
||
Expected return on plan assets
|
(4,525
|
)
|
|
(5,050
|
)
|
||
Amortization of net actuarial pension loss
|
3,000
|
|
|
3,075
|
|
||
Pension benefit expense
|
$
|
2,650
|
|
|
$
|
2,925
|
|
(amounts in thousands)
|
Three Months Ended
|
||||||
|
April 1,
2017 |
|
March 26, 2016
|
||||
Non-cash Operating Activities:
|
|
|
|
||||
Costs associated with initial public offering in accounts payable
|
$
|
1,310
|
|
|
$
|
—
|
|
Non-cash Investing Activities:
|
|
|
|
||||
Property, equipment and intangibles purchased in accounts payable
|
$
|
753
|
|
|
$
|
2,651
|
|
Customer accounts receivable converted to notes receivable
|
117
|
|
|
119
|
|
||
Non-cash Financing Activities:
|
|
|
|
||||
Costs associated with initial public offering formerly capitalized in prepaid expenses
|
$
|
5,858
|
|
|
$
|
—
|
|
|
December 31, 2016
|
||||||||||
(amounts in thousands, except per share data)
|
As Reported
|
|
Adjustment
|
|
As Revised
|
||||||
Consolidated Balance Sheet:
|
|
|
|
|
|
||||||
Accounts receivable
|
$
|
407,620
|
|
|
$
|
(450
|
)
|
|
$
|
407,170
|
|
Total current assets
|
875,810
|
|
|
(450
|
)
|
|
875,360
|
|
|||
Deferred tax assets
|
268,965
|
|
|
14,911
|
|
|
283,876
|
|
|||
Intangible assets, net
|
117,795
|
|
|
(1,205
|
)
|
|
116,590
|
|
|||
Other assets
|
63,020
|
|
|
527
|
|
|
63,547
|
|
|||
Total assets
|
2,516,296
|
|
|
13,783
|
|
|
2,530,079
|
|
|||
Accrued expenses and other current liabilities
|
173,521
|
|
|
(294
|
)
|
|
173,227
|
|
|||
Total current liabilities
|
513,126
|
|
|
(294
|
)
|
|
512,832
|
|
|||
Total liabilities
|
2,323,417
|
|
|
(294
|
)
|
|
2,323,123
|
|
|||
Retained earnings
|
202,562
|
|
|
14,077
|
|
|
216,639
|
|
|||
Total shareholders' equity
|
41,922
|
|
|
14,077
|
|
|
55,999
|
|
|||
Total liabilities, convertible preferred shares, and shareholders’ equity
|
2,516,296
|
|
|
13,783
|
|
|
2,530,079
|
|
|
Three months ended
|
||||||||||
|
December 31, 2016
|
||||||||||
(amounts in thousands, except per share data)
|
As Reported
|
|
Adjustment
|
|
As Revised
|
||||||
Consolidated Statement of Operations:
|
|
|
|
|
|
||||||
Cost of sales
|
$
|
754,620
|
|
|
$
|
8
|
|
|
$
|
754,628
|
|
Gross margin
|
218,549
|
|
|
(8
|
)
|
|
218,541
|
|
|||
Selling, general and administrative
|
181,047
|
|
|
1,647
|
|
|
182,694
|
|
|||
Operating income
|
32,700
|
|
|
(1,655
|
)
|
|
31,045
|
|
|||
Income before taxes, equity earnings and discontinued operations
|
12,700
|
|
|
(1,655
|
)
|
|
11,045
|
|
|||
Income tax benefit
|
219,963
|
|
|
20,699
|
|
|
240,662
|
|
|||
Income from continuing operations, net of tax
|
232,663
|
|
|
19,044
|
|
|
251,707
|
|
|||
Equity earnings on non-consolidated entities
|
814
|
|
|
527
|
|
|
1,341
|
|
|||
Net income
|
232,998
|
|
|
19,571
|
|
|
252,569
|
|
|||
Net loss attributable to common shareholders
|
(93,243
|
)
|
|
19,571
|
|
|
(73,672
|
)
|
|||
|
|
|
|
|
|
||||||
Weighted Average Common Shares *
|
|
|
|
|
|
||||||
Basic and diluted
|
18,086,012
|
|
|
|
|
18,086,012
|
|
||||
Loss per share from continuing operations:
|
|
|
|
|
|
||||||
Basic and diluted
|
$
|
(5.13
|
)
|
|
$
|
1.08
|
|
|
$
|
(4.05
|
)
|
Net loss per share:
|
|
|
|
|
|
||||||
Basic and diluted
|
$
|
(5.16
|
)
|
|
$
|
1.08
|
|
|
$
|
(4.08
|
)
|
* Adjusted for 11 for 1 stock split
|
|
|
|
|
|
|
September 24, 2016
|
||||||||||
(amounts in thousands, except per share data)
|
As Reported
|
|
Adjustment
|
|
As Revised
|
||||||
Consolidated Balance Sheet:
|
|
|
|
|
|
||||||
Accounts receivable
|
$
|
492,965
|
|
|
$
|
(441
|
)
|
|
$
|
492,524
|
|
Total current assets
|
968,162
|
|
|
(441
|
)
|
|
967,721
|
|
|||
Deferred tax assets
|
50,698
|
|
|
(5,974
|
)
|
|
44,724
|
|
|||
Goodwill
|
510,658
|
|
|
(323
|
)
|
|
510,335
|
|
|||
Other assets
|
55,926
|
|
|
50
|
|
|
55,976
|
|
|||
Total assets
|
2,435,813
|
|
|
(6,688
|
)
|
|
2,429,125
|
|
|||
Accrued payroll and benefits
|
144,941
|
|
|
(1,167
|
)
|
|
143,774
|
|
|||
Accrued expenses and other current liabilities
|
219,988
|
|
|
(1,082
|
)
|
|
218,906
|
|
|||
Total current liabilities
|
598,960
|
|
|
(2,249
|
)
|
|
596,711
|
|
|||
Deferred tax liabilities
|
10,397
|
|
|
245
|
|
|
10,642
|
|
|||
Total liabilities
|
2,057,572
|
|
|
(2,004
|
)
|
|
2,055,568
|
|
|||
APIC
|
104,061
|
|
|
810
|
|
|
104,871
|
|
|||
Accumulated deficit
|
(30,436
|
)
|
|
(5,494
|
)
|
|
(35,930
|
)
|
|||
Total shareholders' deficit
|
(79,995
|
)
|
|
(4,684
|
)
|
|
(84,679
|
)
|
|||
Total liabilities, convertible preferred shares, and shareholders’ equity
|
2,435,813
|
|
|
(6,688
|
)
|
|
2,429,125
|
|
|
Three months ended
|
||||||||||
|
September 24, 2016
|
||||||||||
(amounts in thousands, except per share data)
|
As Reported
|
|
Adjustment
|
|
As Revised
|
||||||
Consolidated Statement of Operations:
|
|
|
|
|
|
||||||
Cost of sales
|
$
|
721,887
|
|
|
$
|
(186
|
)
|
|
$
|
721,701
|
|
Gross margin
|
210,588
|
|
|
186
|
|
|
210,774
|
|
|||
Selling, general and administrative
|
135,910
|
|
|
(1,001
|
)
|
|
134,909
|
|
|||
Operating income
|
70,733
|
|
|
1,187
|
|
|
71,920
|
|
|||
Income before taxes, equity earnings and discontinued operations
|
59,917
|
|
|
1,187
|
|
|
61,104
|
|
|||
Income tax (expense) benefit
|
(14,358
|
)
|
|
881
|
|
|
(13,477
|
)
|
|||
Income from continuing operations, net of tax
|
45,559
|
|
|
2,068
|
|
|
47,627
|
|
|||
Net income
|
44,016
|
|
|
2,068
|
|
|
46,084
|
|
|||
Net income attributable to common shareholders
|
13,909
|
|
|
2,068
|
|
|
15,977
|
|
|||
|
|
|
|
|
|
||||||
Weighted Average Common Shares *
|
|
|
|
|
|
||||||
Basic
|
18,001,225
|
|
|
|
|
18,001,225
|
|
||||
Diluted
|
84,737,235
|
|
|
|
|
84,737,235
|
|
||||
Earnings per share from continuing operations:
|
|
|
|
|
|
||||||
Basic
|
$
|
0.92
|
|
|
$
|
0.12
|
|
|
$
|
1.04
|
|
Diluted
|
$
|
0.55
|
|
|
$
|
0.02
|
|
|
$
|
0.57
|
|
Net earnings per share:
|
|
|
|
|
|
||||||
Basic
|
$
|
0.77
|
|
|
$
|
0.12
|
|
|
$
|
0.89
|
|
Diluted
|
$
|
0.52
|
|
|
$
|
0.02
|
|
|
$
|
0.54
|
|
* Adjusted for 11 for 1 stock split
|
|
|
|
|
|
|
June 25, 2016
|
||||||||||
(amounts in thousands, except per share data)
|
As Reported
|
|
Adjustment
|
|
As Revised
|
||||||
Consolidated Balance Sheet:
|
|
|
|
|
|
||||||
Accounts receivable
|
$
|
473,187
|
|
|
$
|
(274
|
)
|
|
$
|
472,913
|
|
Total current assets
|
944,833
|
|
|
(274
|
)
|
|
944,559
|
|
|||
Deferred tax assets
|
55,007
|
|
|
(6,926
|
)
|
|
48,081
|
|
|||
Total assets
|
2,369,909
|
|
|
(7,200
|
)
|
|
2,362,709
|
|
|||
Accounts payable
|
210,798
|
|
|
373
|
|
|
211,171
|
|
|||
Accrued expenses and other current liabilities
|
191,144
|
|
|
(551
|
)
|
|
190,593
|
|
|||
Total current liabilities
|
571,841
|
|
|
(178
|
)
|
|
571,663
|
|
|||
Total liabilities
|
2,025,339
|
|
|
(178
|
)
|
|
2,025,161
|
|
|||
APIC
|
98,464
|
|
|
540
|
|
|
99,004
|
|
|||
Accumulated deficit
|
(74,452
|
)
|
|
(7,562
|
)
|
|
(82,014
|
)
|
|||
Total shareholders' deficit
|
(137,367
|
)
|
|
(7,022
|
)
|
|
(144,389
|
)
|
|||
Total liabilities, convertible preferred shares, and shareholders’ equity
|
2,369,909
|
|
|
(7,200
|
)
|
|
2,362,709
|
|
|
Three months ended
|
||||||||||
|
June 25, 2016
|
||||||||||
(amounts in thousands, except per share data)
|
As Reported
|
|
Adjustment
|
|
As Revised
|
||||||
Consolidated Statement of Operations:
|
|
|
|
|
|
||||||
Cost of sales
|
$
|
751,874
|
|
|
$
|
583
|
|
|
$
|
752,457
|
|
Gross margin
|
212,734
|
|
|
(583
|
)
|
|
212,151
|
|
|||
Selling, general and administrative
|
140,858
|
|
|
204
|
|
|
141,062
|
|
|||
Operating income
|
69,757
|
|
|
(787
|
)
|
|
68,970
|
|
|||
Income before taxes, equity earnings and discontinued operations
|
52,095
|
|
|
(787
|
)
|
|
51,308
|
|
|||
Income tax (expense) benefit
|
22,197
|
|
|
(6,484
|
)
|
|
15,713
|
|
|||
Income from continuing operations, net of tax
|
74,292
|
|
|
(7,271
|
)
|
|
67,021
|
|
|||
Net income
|
74,161
|
|
|
(7,271
|
)
|
|
66,890
|
|
|||
Net income attributable to common shareholders
|
22,459
|
|
|
(7,271
|
)
|
|
15,188
|
|
|||
|
|
|
|
|
|
||||||
Weighted Average Common Shares *
|
|
|
|
|
|
||||||
Basic
|
17,972,977
|
|
|
|
|
17,972,977
|
|
||||
Diluted
|
82,947,084
|
|
|
|
|
82,947,084
|
|
||||
Earnings per share from continuing operations:
|
|
|
|
|
|
||||||
Basic
|
$
|
1.28
|
|
|
$
|
(0.40
|
)
|
|
$
|
0.88
|
|
Diluted
|
$
|
0.91
|
|
|
$
|
(0.09
|
)
|
|
$
|
0.82
|
|
Net earnings per share:
|
|
|
|
|
|
||||||
Basic
|
$
|
1.25
|
|
|
$
|
(0.40
|
)
|
|
$
|
0.85
|
|
Diluted
|
$
|
0.90
|
|
|
$
|
(0.09
|
)
|
|
$
|
0.81
|
|
* Adjusted for 11 for 1 stock split
|
|
|
|
|
|
|
March 26, 2016
|
||||||||||
(amounts in thousands, except per share data)
|
As Reported
|
|
Adjustment
|
|
As Revised
|
||||||
Consolidated Balance Sheet:
|
|
|
|
|
|
||||||
Accrued expenses and other current liabilities
|
$
|
173,937
|
|
|
$
|
(109
|
)
|
|
$
|
173,828
|
|
Total current liabilities
|
543,426
|
|
|
(109
|
)
|
|
543,317
|
|
|||
Total liabilities
|
1,997,357
|
|
|
(109
|
)
|
|
1,997,248
|
|
|||
APIC
|
90,922
|
|
|
400
|
|
|
91,322
|
|
|||
Accumulated deficit
|
(148,613
|
)
|
|
(291
|
)
|
|
(148,904
|
)
|
|||
Total shareholders' deficit
|
(208,838
|
)
|
|
109
|
|
|
(208,729
|
)
|
|||
Total liabilities, convertible preferred shares, and shareholders’ equity
|
2,270,456
|
|
|
—
|
|
|
2,270,456
|
|
|
Three months ended
|
||||||||||
|
March 26, 2016
|
||||||||||
(amounts in thousands, except per share data)
|
As Reported
|
|
Adjustment
|
|
As Revised
|
||||||
Consolidated Statement of Operations:
|
|
|
|
|
|
||||||
Selling, general and administrative
|
$
|
131,592
|
|
|
$
|
400
|
|
|
$
|
131,992
|
|
Operating income
|
23,550
|
|
|
(400
|
)
|
|
23,150
|
|
|||
Income before taxes, equity earnings and discontinued operations
|
7,263
|
|
|
(400
|
)
|
|
6,863
|
|
|||
Income tax (expense) benefit
|
(2,206
|
)
|
|
109
|
|
|
(2,097
|
)
|
|||
Income from continuing operations, net of tax
|
5,057
|
|
|
(291
|
)
|
|
4,766
|
|
|||
Net income
|
6,336
|
|
|
(291
|
)
|
|
6,045
|
|
|||
Net loss attributable to common shareholders
|
(20,070
|
)
|
|
(291
|
)
|
|
(20,361
|
)
|
|||
|
|
|
|
|
|
||||||
Weighted Average Common Shares *
|
|
|
|
|
|
||||||
Basic and diluted
|
17,936,853
|
|
|
|
|
17,936,853
|
|
||||
Loss per share from continuing operations:
|
|
|
|
|
|
||||||
Basic and diluted
|
$
|
(1.15
|
)
|
|
$
|
(0.01
|
)
|
|
$
|
(1.16
|
)
|
Net loss per share:
|
|
|
|
|
|
||||||
Basic and diluted
|
$
|
(1.12
|
)
|
|
$
|
(0.01
|
)
|
|
$
|
(1.13
|
)
|
* Adjusted for 11 for 1 stock split
|
|
|
|
|
|
|
Three months ended
|
||||||||||
|
December 31, 2016
|
||||||||||
(dollars in thousands)
|
As Reported
|
|
Adjustment
|
|
As Revised
|
||||||
Net income
|
$
|
232,998
|
|
|
$
|
19,571
|
|
|
$
|
252,569
|
|
Equity earnings on non-consolidated entities
|
(814
|
)
|
|
(527
|
)
|
|
(1,341
|
)
|
|||
Income tax benefit
|
(219,963
|
)
|
|
(20,699
|
)
|
|
(240,662
|
)
|
|||
Depreciation and amortization
|
29,272
|
|
|
1,205
|
|
|
30,477
|
|
|||
Share-based compensation expense
|
7,520
|
|
|
(810
|
)
|
|
6,710
|
|
|||
Adjusted EBITDA
|
103,033
|
|
|
(1,260
|
)
|
|
101,773
|
|
|
Three months ended
|
||||||||||
|
September 24, 2016
|
||||||||||
(dollars in thousands)
|
As Reported
|
|
Adjustment
|
|
As Revised
|
||||||
Net income
|
$
|
44,016
|
|
|
$
|
2,068
|
|
|
$
|
46,084
|
|
Income tax (benefit) expense
|
14,358
|
|
|
(881
|
)
|
|
13,477
|
|
|||
Share-based compensation expense
|
4,867
|
|
|
270
|
|
|
5,137
|
|
|||
Adjusted EBITDA
|
116,549
|
|
|
1,457
|
|
|
118,006
|
|
|
Three months ended
|
||||||||||
|
June 25, 2016
|
||||||||||
(dollars in thousands)
|
As Reported
|
|
Adjustment
|
|
As Revised
|
||||||
Net income
|
$
|
74,161
|
|
|
$
|
(7,271
|
)
|
|
$
|
66,890
|
|
Income tax (benefit) expense
|
(22,197
|
)
|
|
6,484
|
|
|
(15,713
|
)
|
|||
Share-based compensation expense
|
5,392
|
|
|
140
|
|
|
5,532
|
|
|||
Adjusted EBITDA
|
113,394
|
|
|
(647
|
)
|
|
112,747
|
|
|
Three months ended
|
||||||||||
|
March 26, 2016
|
||||||||||
(dollars in thousands)
|
As Reported
|
|
Adjustment
|
|
As Revised
|
||||||
Net income
|
$
|
6,336
|
|
|
$
|
(291
|
)
|
|
$
|
6,045
|
|
Income tax (benefit) expense
|
2,206
|
|
|
(109
|
)
|
|
2,097
|
|
|||
Share-based compensation expense
|
4,685
|
|
|
400
|
|
|
5,085
|
|
|||
Adjusted EBITDA
|
61,156
|
|
|
—
|
|
|
61,156
|
|
|
Twelve months ended
|
||||||||||
|
December 31, 2016
|
||||||||||
(dollars in thousands)
|
As Reported
|
|
Adjustment
|
|
As Revised
|
||||||
Net income
|
$
|
357,511
|
|
|
$
|
14,077
|
|
|
$
|
371,588
|
|
Equity earnings on non-consolidated entities
|
(3,264
|
)
|
|
(527
|
)
|
|
(3,791
|
)
|
|||
Income tax benefit
|
(225,596
|
)
|
|
(15,205
|
)
|
|
(240,801
|
)
|
|||
Depreciation and amortization
|
106,790
|
|
|
1,205
|
|
|
107,995
|
|
|||
Share-based compensation expense
|
22,464
|
|
|
—
|
|
|
22,464
|
|
|||
Adjusted EBITDA
|
394,132
|
|
|
(450
|
)
|
|
393,682
|
|
|
Three months ended
|
||||||||||||||||||||||
|
December 31, 2016
|
||||||||||||||||||||||
(dollars in thousands)
|
North
America
|
|
Europe
|
|
Australasia
|
|
Total Operating
Segments
|
|
Corporate
and
Unallocated
Costs
|
|
Total
Consolidated
|
||||||||||||
As Reported
|
$
|
66,139
|
|
|
$
|
32,157
|
|
|
$
|
19,273
|
|
|
$
|
117,569
|
|
|
$
|
(14,536
|
)
|
|
$
|
103,033
|
|
Adjustment
|
(499
|
)
|
|
—
|
|
|
(751
|
)
|
|
(1,250
|
)
|
|
(10
|
)
|
|
(1,260
|
)
|
||||||
As Revised
|
$
|
65,640
|
|
|
$
|
32,157
|
|
|
$
|
18,522
|
|
|
$
|
116,319
|
|
|
$
|
(14,546
|
)
|
|
$
|
101,773
|
|
|
Three months ended
|
||||||||||||||||||||||
|
September 24, 2016
|
||||||||||||||||||||||
(dollars in thousands)
|
North
America
|
|
Europe
|
|
Australasia
|
|
Total Operating
Segments
|
|
Corporate
and
Unallocated
Costs
|
|
Total
Consolidated
|
||||||||||||
As Reported
|
$
|
78,207
|
|
|
$
|
31,431
|
|
|
$
|
17,088
|
|
|
$
|
126,726
|
|
|
$
|
(10,177
|
)
|
|
$
|
116,549
|
|
Adjustment
|
499
|
|
|
—
|
|
|
751
|
|
|
1,250
|
|
|
207
|
|
|
1,457
|
|
||||||
As Revised
|
$
|
78,706
|
|
|
$
|
31,431
|
|
|
$
|
17,839
|
|
|
$
|
127,976
|
|
|
$
|
(9,970
|
)
|
|
$
|
118,006
|
|
|
Three months ended
|
||||||||||||||||||||||
|
June 25, 2016
|
||||||||||||||||||||||
(dollars in thousands)
|
North
America
|
|
Europe
|
|
Australasia
|
|
Total Operating
Segments
|
|
Corporate
and
Unallocated
Costs
|
|
Total
Consolidated
|
||||||||||||
As Reported
|
$
|
75,786
|
|
|
$
|
34,290
|
|
|
$
|
14,239
|
|
|
$
|
124,315
|
|
|
$
|
(10,921
|
)
|
|
$
|
113,394
|
|
Adjustment
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(647
|
)
|
|
(647
|
)
|
||||||
As Revised
|
$
|
75,786
|
|
|
$
|
34,290
|
|
|
$
|
14,239
|
|
|
$
|
124,315
|
|
|
$
|
(11,568
|
)
|
|
$
|
112,747
|
|
|
Twelve months ended
|
||||||||||||||||||||||
|
December 31, 2016
|
||||||||||||||||||||||
(dollars in thousands)
|
North
America
|
|
Europe
|
|
Australasia
|
|
Total Operating
Segments
|
|
Corporate
and
Unallocated
Costs
|
|
Total
Consolidated
|
||||||||||||
As Reported
|
$
|
251,831
|
|
|
$
|
122,574
|
|
|
$
|
59,519
|
|
|
$
|
433,924
|
|
|
$
|
(39,792
|
)
|
|
$
|
394,132
|
|
Adjustment
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(450
|
)
|
|
(450
|
)
|
||||||
As Revised
|
$
|
251,831
|
|
|
$
|
122,574
|
|
|
$
|
59,519
|
|
|
$
|
433,924
|
|
|
$
|
(40,242
|
)
|
|
$
|
393,682
|
|
•
|
negative trends in overall business, financial market and economic conditions, and/or activity levels in our end markets;
|
•
|
increases in interest rates and reduced availability of financing for the purchase of new homes and home construction and improvements;
|
•
|
changes in building codes that could increase the cost of our products or lower the demand for our windows and doors;
|
•
|
lack of transparency, threat of fraud, public sector corruption, and other forms of criminal activity involving government officials;
|
•
|
other risks and uncertainties, including those listed under Item 1A- Risk Factors in our annual report of Form 10-K.
|
•
|
Overview and Background. This section provides a general description of our Company and operating segments, business and industry trends, our key business strategies and background information on other matters discussed in this MD&A.
|
•
|
Consolidated Results of Operations and Operating Results by Business Segment. This section provides our analysis and outlook for the significant line items on our consolidated statements of operations, as well as other information that we deem meaningful to an understanding of our results of operations on both a consolidated basis and a business segment basis.
|
•
|
Liquidity and Capital Resources. This section provides an analysis of trends and uncertainties affecting liquidity, cash requirements for our business, sources and uses of our cash and our financing arrangements.
|
•
|
Critical Accounting Policies and Estimates. This section discusses the accounting policies that we consider important to the evaluation and reporting of our financial condition and results of operations, and whose application requires significant judgments or a complex estimation process.
|
|
Three Months Ended
|
||||||||||||
|
April 1, 2017
|
|
March 26, 2016
|
||||||||||
(dollars in thousands)
|
|
% of Net
Revenues
|
|
% of Net
Revenues
|
|||||||||
Net revenues
|
$
|
847,787
|
|
|
100.0
|
%
|
|
$
|
796,547
|
|
|
100.0
|
%
|
Cost of sales
|
661,816
|
|
|
78.1
|
%
|
|
638,424
|
|
|
80.1
|
%
|
||
Gross margin
|
185,971
|
|
|
21.9
|
%
|
|
158,123
|
|
|
19.9
|
%
|
||
Selling, general and administrative
|
147,079
|
|
|
17.3
|
%
|
|
131,992
|
|
|
16.6
|
%
|
||
Impairment and restructuring charges
|
1,202
|
|
|
0.1
|
%
|
|
2,981
|
|
|
0.4
|
%
|
||
Operating income
|
37,690
|
|
|
4.4
|
%
|
|
23,150
|
|
|
2.9
|
%
|
||
Interest expense, net
|
(26,892
|
)
|
|
(3.2
|
)%
|
|
(17,011
|
)
|
|
(2.1
|
)%
|
||
Other income
|
(2,599
|
)
|
|
(0.3
|
)%
|
|
724
|
|
|
0.1
|
%
|
||
Income before taxes, equity earnings and discontinued operations
|
8,199
|
|
|
1.0
|
%
|
|
6,863
|
|
|
0.9
|
%
|
||
Income tax expense
|
(2,252
|
)
|
|
(0.3
|
)%
|
|
(2,097
|
)
|
|
(0.3
|
)%
|
||
Income from continuing operations, net of tax
|
5,947
|
|
|
0.7
|
%
|
|
4,766
|
|
|
0.6
|
%
|
||
Equity earnings of non-consolidated entities
|
481
|
|
|
0.1
|
%
|
|
765
|
|
|
0.1
|
%
|
||
Income from discontinued operations, net of tax
|
—
|
|
|
—
|
%
|
|
514
|
|
|
0.1
|
%
|
||
Net income
|
$
|
6,428
|
|
|
0.8
|
%
|
|
$
|
6,045
|
|
|
0.8
|
%
|
|
|
Three Months Ended
|
|
|
|||||||
(dollars in thousands)
|
|
April 1,
2017 |
|
March 26,
2016 |
|
|
|||||
Net revenues from external customers
|
|
|
|
|
|
% Variance
|
|||||
North America
|
|
$
|
484,097
|
|
|
$
|
460,225
|
|
|
5.2
|
%
|
Europe
|
|
242,322
|
|
|
238,549
|
|
|
1.6
|
%
|
||
Australasia
|
|
121,368
|
|
|
97,773
|
|
|
24.1
|
%
|
||
Total Consolidated
|
|
$
|
847,787
|
|
|
$
|
796,547
|
|
|
6.4
|
%
|
Percentage of total consolidated net revenues
|
|
|
|
|
|
|
|||||
North America
|
|
57.1
|
%
|
|
57.8
|
%
|
|
|
|||
Europe
|
|
28.6
|
%
|
|
29.9
|
%
|
|
|
|||
Australasia
|
|
14.3
|
%
|
|
12.3
|
%
|
|
|
|||
Total Consolidated
|
|
100.0
|
%
|
|
100.0
|
%
|
|
|
|||
Adjusted EBITDA
(1)
|
|
|
|
|
|
|
|||||
North America
|
|
$
|
50,178
|
|
|
$
|
31,699
|
|
|
58.3
|
%
|
Europe
|
|
27,205
|
|
|
24,696
|
|
|
10.2
|
%
|
||
Australasia
|
|
13,249
|
|
|
8,919
|
|
|
48.5
|
%
|
||
Corporate and Unallocated costs
|
|
(9,670
|
)
|
|
(4,158
|
)
|
|
132.6
|
%
|
||
Total Consolidated
|
|
$
|
80,962
|
|
|
$
|
61,156
|
|
|
32.4
|
%
|
Adjusted EBITDA as a percentage of segment net revenues
|
|
|
|
|
|
|
|||||
North America
|
|
10.4
|
%
|
|
6.9
|
%
|
|
|
|||
Europe
|
|
11.2
|
%
|
|
10.4
|
%
|
|
|
|||
Australasia
|
|
10.9
|
%
|
|
9.1
|
%
|
|
|
|||
Total Consolidated
|
|
9.5
|
%
|
|
7.7
|
%
|
|
|
(1)
|
Adjusted EBITDA is a financial measure that is not calculated in accordance with GAAP. For a discussion of our presentation of Adjusted EBITDA, see Note 11-
Segment Information
.
|
|
|
Three Months Ended
|
||||||
(amounts in thousands)
|
|
April 1,
2017 |
|
March 26,
2016 |
||||
Cash provided by (used in):
|
|
|
|
|
||||
Operating activities
|
|
$
|
(9,485
|
)
|
|
$
|
(28,197
|
)
|
Investing activities
|
|
(7,736
|
)
|
|
(42,001
|
)
|
||
Financing activities
|
|
98,307
|
|
|
(777
|
)
|
||
Effect of changes in exchange rates on cash and cash equivalents
|
|
1,718
|
|
|
628
|
|
||
Net change in cash and cash equivalents
|
|
$
|
82,804
|
|
|
$
|
(70,347
|
)
|
Period
|
Notional
|
|
Average Fixed Rate
|
|
(dollars in thousands)
|
||
September 2015 - September 2019
|
$244,125
|
|
1.997%
|
June 2016 - September 2019
|
$213,000
|
|
2.126%
|
September 2016 - September 2019
|
$244,125
|
|
2.353%
|
December 2016 - September 2019
|
$213,000
|
|
2.281%
|
•
|
Engagement of an external accounting firm to review our tax provision processes and recommend process enhancements;
|
•
|
Engagement of an external accounting firm to review our quarterly and annual tax calculations;
|
•
|
Hiring and recruitment of experienced resources with backgrounds in accounting for income taxes as well as public company experience; and
|
•
|
Implementation of a tax reporting software solution and enhancement of our related internal reporting requirements relating thereto.
|
JELD-WEN HOLDING, INC.
|
|
(Registrant)
|
|
|
|
By:
|
/s/ L. Brooks Mallard
|
|
L. Brooks Mallard
|
|
Chief Financial Officer
|
I.
|
PURPOSE AND DEFINITIONS
|
1.
|
Affiliate
means a corporation which, for purposes of Section 424 of the Code, is a parent or subsidiary of the Company, direct or indirect.
|
2.
|
Award Agreement
means an agreement between the Company and a Participant executed and delivered pursuant to the Plan.
|
3.
|
Awards
mean Options and Stock Awards.
|
4.
|
Board
means the Compensation Committee if it has been delegated authority to act under the Plan by the Board of Directors of the Company, or if there is no empowered Compensation Committee, the Board of Directors of the Company.
|
5.
|
Code
means the Internal Revenue Code of 1986, as amended.
|
6.
|
Committee
means the Compensation Committee if it has been delegated authority to act under the Plan by the Board of Directors of the Company, or any other committee to which the Board delegates the power to act under or pursuant to the provisions of the Plan, or the Board if no committee is selected; provided, however, that for the avoidance of doubt the members of the Committee shall be directors of the Company. If the Board delegates powers to a committee, and if the Company is or becomes subject to Section 16 of the Exchange Act, then, if necessary for compliance therewith, such committee shall consist of not less than two (2) members of the Board, each member of which must be a “non-employee director,” within the meaning of the applicable rules promulgated pursuant to the Exchange Act. If the Company is or becomes subject to Section 16 of the Exchange Act, no member of the Committee shall receive any Award pursuant to the Plan or any similar plan of the Company or any Affiliate while serving on the Committee unless the Board determines that the grant of such an Award satisfies the then current Rule 16b-3 requirements under the Exchange Act. Notwithstanding anything herein to the contrary, if the Company is a “publicly held corporation,” as such term is defined under Section 162(m) of the Code
|
7.
|
Company Sale
has the meaning set forth in the Shareholders Agreement.
|
8.
|
Compensation Committee
means the Compensation Committee of the Board of Directors of the Company.
|
9.
|
Common Stock
means the Company’s Common Stock.
|
10.
|
Class B-1 Common Stock
means the Company’s Class B-1 Common Stock.
|
11.
|
Company
means JELD-WEN Holding, Inc., a Delaware corporation, and includes any successor or assignee corporation or corporations into which the Company may be merged, changed, or consolidated; any corporation for whose securities the securities of the Company shall be exchanged; and any assignee of or successor to substantially all of the assets of the Company.
|
12.
|
Disability
or
Disabled
means permanent and total disability as defined in Section 22(e)(3) of the Code.
|
13.
|
Eligible Employee
means an employee of the Company or of an Affiliate (including, without limitation, an employee who also is serving as an officer or director of the Company or of an Affiliate), designated by the Board or the Committee as being eligible to be granted one or more Awards under the Plan.
|
14.
|
Exchange Act
means the Securities Exchange Act of 1934, as amended from time to time, or any successor statute thereto.
|
15.
|
Fair Market Value
means, if the Shares are listed on any national securities exchange, the closing sales price, if any, on the largest such exchange on the valuation date, or, if none, on the most recent trade date immediately prior to the valuation date provided such trade date is no more than thirty (30) days prior to the valuation date. If the Shares are not then listed on any such exchange, the fair market value of such Shares shall be the closing sales price if such is reported, or otherwise the mean between the closing “Bid” and the closing “Ask” prices, if any, as reported in the National Association of Securities Dealers Automated Quotation System (“NASDAQ”) for the valuation date, or if none, on the most recent trade date immediately prior to the valuation date provided such trade date is no more than thirty (30) days prior to the valuation date. If the Shares are not then either listed on any such exchange or quoted in NASDAQ, or there has been no trade date within such thirty (30) day period, the fair market value shall be the mean between the average of the “Bid” and the average of the “Ask” prices, if any, as reported by the Electronic Quotation Service or Pink Sheets LLC (or such equivalent reporting service) for the valuation date, or, if none, for the most recent trade date immediately prior to the valuation date provided such trade date is no more than thirty (30) days prior to the valuation date. If the fair market value cannot be determined under the preceding three sentences, it shall be determined
|
16.
|
Incentive Option
means an Option which, when granted, is intended to be an “incentive stock option,” as defined in Section 422 of the Code.
|
17.
|
Key Non-Employee
means a non-employee director, consultant, or independent contractor of the Company or of an Affiliate who is designated by the Board or the Committee as being eligible to be granted one or more Awards under the Plan. For purposes of the Plan, a non-employee director shall be deemed to include the employer or other designee of such non-employee director, if the non-employee director is required, as a condition of his or her employment, to provide that any Award granted hereunder be made to the employer or other designee.
|
18.
|
Nonstatutory Option
means an Option which, when granted, is not intended to be an “incentive stock option,” as defined in Section 422 of the Code, or that subsequently fails to comply with the requirements of Section 422 of the Code.
|
19.
|
Option
means an option granted under the Plan.
|
20.
|
Participant
means an Eligible Employee to whom one or more Incentive Options, Nonstatutory Options or Stock Awards are granted under the Plan, and a Key Non-Employee to whom one or more Nonstatutory Options or Stock Awards are granted under the Plan.
|
21.
|
Performance Goal
means a goal or level of performance based upon achievement of financial or operational criterion of the Company established by the Committee for any Awards. The Performance Goals may be based upon one or more of the following performance criteria for the Company, or any one or more of its divisions, business units, Affiliates or lines of business, or any other performance criteria approved by the Committee: achievement of specific and measurable operational objectives in the areas of operating costs, accident records, and employee turnover; completion of one or more specifically designated tasks identified as being important to the strategy or success of the Company; working capital; earnings growth; revenues; expenses; stock price; net operating profit after taxes; market share; days sales outstanding; regulatory compliance; satisfactory internal or external audits; improvement of financial ratings; achievement of balance sheet, income statement or cash flow objectives; earnings per share; operating income; gross income; cash flow; gross profit; gross profit return on investment; gross margin return on investment; gross margin; operating margin; earnings before interest and taxes; earnings before interest, tax, depreciation and amortization; return on equity; return on assets; return on capital; return on invested capital; total shareholder return; economic value added; growth in the value of an investment in equity assuming the reinvestment of dividends; or reduction in operating expenses. For any Awards, the Performance Goals may be applied on an absolute basis
|
22.
|
Plan
means this Amended and Restated Stock Incentive Plan, as amended from time to time.
|
23.
|
Preferred Stock
means any of the Company’s Series A-1 Stock, Series A-2 Stock, Series A-3 Stock, Series A-4 Stock, or Series B Preferred Stock.
|
24.
|
Registration Rights Agreement
means the Registration Rights Agreement dated October 3, 2011 among the Company, Onex Partners III LP, Onex Advisor III LLC, Onex Partners III GP LP, Onex Partners III PV LP, Onex Partners III Select LP, Onex US Principals LP, Onex American Holdings II LLC, BP EI LLC (collectively, the foregoing to be referred to herein as the “
Onex Entities
”) 1597257 Ontario, Inc., Onex Corporation and certain other parties, as same may be amended from time to time.
|
25.
|
Restricted Stock
means Shares issued as a Stock Award subject to restrictions on transfer, repurchase or forfeiture rights and other provisions determined by the Committee and set forth in an Award Agreement.
|
26.
|
Restricted Stock Unit
means a Stock Award that represents the right to receive one Share subject to satisfaction of the conditions determined by the Committee set forth in the applicable Award Agreement.
|
27.
|
Shareholders Agreement
means the Shareholders Agreement dated October 3, 2011 among the Company, the Onex Entities and the other shareholders of the Company party thereto, as same may be amended from time to time.
|
28.
|
Shares
means the following shares of the capital stock of the Company as to which Awards have been or may be granted under the Plan: authorized but unissued Common Stock or Class B-1 Common Stock or any shares of capital stock into which the Shares are changed or for which they are exchanged within the provisions of Article IX of the Plan.
|
29.
|
Stock Awards
are Shares issued or sold pursuant to Article VI.
|
30.
|
2011 Shareholders Agreement
means the Shareholders Agreement dated October 3, 2011 between the Company and certain shareholders of the Company, as same may be amended from time to time.
|
II.
|
TYPES OF AWARDS; SHARES SUBJECT TO THE PLAN
|
III.
|
ADMINISTRATION OF THE PLAN
|
A.
|
interpret the provisions of the Plan or of any Award or Award Agreement and to make all rules and determinations which it deems necessary or advisable for the administration of the Plan;
|
B.
|
determine which employees of the Company or of an Affiliate shall be designated as Eligible Employees and which of the Eligible Employees shall be granted Awards;
|
C.
|
determine the Key Non-Employees to whom Nonstatutory Options and Stock Awards shall be granted;
|
D.
|
determine whether any Option to be granted shall be an Incentive Option or Nonstatutory Option;
|
E.
|
determine the number of Shares for which an Option or Options shall be granted;
|
F.
|
provide for the acceleration of the right to exercise an Option (or portion thereof) or extend any exercise period;
|
G.
|
determine the number of Shares for which a Stock Award shall be granted;
|
H.
|
provide for the acceleration of any vesting (and release of Shares from any forfeiture or repurchase provisions) of any Stock Award; and
|
I.
|
specify the terms and conditions upon which Awards may be granted;
|
IV.
|
ELIGIBILITY FOR PARTICIPATION
|
V.
|
TERMS AND CONDITIONS OF OPTIONS
|
1.
|
Except as the Committee may otherwise expressly provide (in the relevant Award Agreement or otherwise), a Participant who ceases to be an employee or Key Non-Employee of the Company or of an Affiliate for any reason other than death, Disability or termination for cause, may exercise any Option granted to such Participant, to the extent that the right to purchase Shares thereunder has become exercisable by the date of such termination, but only within ninety (90) days (or such other period of time as the Committee may determine, with such determination in the case of an Incentive Option being made at the time of the grant of the Option and not exceeding three (3) months) after such date, or, if earlier, within the originally prescribed term of the Option, and subject to the conditions that (i) no Option shall be exercisable after the expiration of the term of the Option and (ii) unless the Committee may otherwise expressly provide (in the relevant Award Agreement or otherwise), no Option that has not become exercisable by the date of such termination shall at any time thereafter be or become exercisable. A Participant’s employment shall not be deemed terminated by reason of a transfer to another employer which is the Company or an Affiliate.
|
2.
|
Except as the Committee may otherwise expressly provide (in the relevant Award Agreement or otherwise), a Participant who ceases to be an employee or Key Non-Employee for cause shall, upon such termination, cease to have any right to exercise any Option. For purposes of the Plan, cause shall be defined to include (notwithstanding any different definition of “cause” in any employment or other agreement between the Participant and the Company or an Affiliate) (i) a Participant’s
|
3.
|
Except as the Committee may otherwise expressly provide (in the relevant Award Agreement or otherwise) (consistent with Section 422 of the Code, if applicable), a Participant who is absent from work with the Company or an Affiliate because of temporary disability (any disability other than a permanent and total Disability as defined at Paragraph B(7) of Article I hereof), or who is on leave of absence for any purpose permitted by the Company or by any authoritative interpretation (i.e., regulation, ruling, case law, etc.) of Section 422 of the Code, shall not, during the period of any such absence, be deemed, by virtue of such absence alone, to have terminated his or her employment or relationship with the Company or with an Affiliate. For purposes of Incentive Options, no leave of absence may exceed ninety (90) days, unless reemployment upon expiration of such leave is guaranteed by statute or contract (or the Committee approves such longer leave of absence, in which event the Incentive Option held by the Participant shall be treated for tax purposes as a Nonstatutory Option on the date that is six (6) months following the first day of such leave).
|
VI.
|
STOCK AWARDS
|
VII.
|
CONDITIONS TO RECEIVING SHARES
|
A.
|
JOINDER AGREEMENTS
|
B.
|
IPO
|
C.
|
PURCHASE FOR INVESTMENT
|
VIII.
|
RIGHTS AS A STOCKHOLDER
|
IX.
|
ADJUSTMENTS UPON CHANGES IN CAPITALIZATION; SALE OF COMPANY
|
X.
|
DISSOLUTION OR LIQUIDATION OF THE COMPANY
|
XI.
|
TERMINATION OF THE PLAN
|
XII.
|
AMENDMENT OF THE PLAN
|
XIII.
|
EMPLOYMENT RELATIONSHIP
|
XIV.
|
INDEMNIFICATION OF COMMITTEE
|
XV.
|
MITIGATION OF EXCISE TAX
|
XVI.
|
SAVINGS CLAUSE
|
XVII.
|
WITHHOLDING
|
A.
|
the Company shall have the power and right to deduct or withhold, or require a Participant to remit to the Company, an amount sufficient to satisfy the minimum federal, state, and local taxes required by law to be withheld with respect to any grant, exercise, or payment made under or as a result of the Plan; and
|
B.
|
in the case of any taxable event hereunder, a Participant may elect, subject to the approval in advance by the Committee, to satisfy the withholding requirement, if any, in whole or in part, by having the Company withhold Shares of Common Stock or Class B-1 Common Stock, as applicable, that would otherwise be transferred to the Participant having a Fair Market Value, on the date the tax is to be determined, equal to such tax withholding amount; provided that Shares may only be withheld to satisfy the minimum tax withholding required by law (or such other amount as will not have any adverse accounting impact as determined by the Committee). All elections shall be made in writing and signed by the Participant.
|
XVIII.
|
EFFECTIVE DATE
|
1.
|
I have reviewed this Quarterly Report on Form 10-Q for the fiscal period ended April 1, 2017 of JELD-WEN Holding, Inc.;
|
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)) 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)
|
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
|
(c)
|
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 control over financial reporting.
|
1.
|
I have reviewed this Quarterly Report on Form 10-Q for the fiscal period ended April 1, 2017 of JELD-WEN Holding, Inc.;
|
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)) 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)
|
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
|
(c)
|
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 control over financial reporting.
|
•
|
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
•
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company for the periods presented therein.
|
•
|
The foregoing certification is being furnished solely pursuant to 18 U.S.C. §1350 and is not being filed as part of the Report or as a separate disclosure document.
|