Delaware
(State or other jurisdiction of
incorporation or organization)
|
|
93-1273278
(I.R.S. Employer
Identification No.)
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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
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o
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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
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2016 Term Loans
|
Term loans outstanding under our Term Loan Facility after the November 2016 amendment, which (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
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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 (as hereinafter defined) and JELD-WEN of Canada, Ltd., as borrowers, the guarantors party thereto, a syndicate of lenders, and Wells Fargo Bank, N.A., as administrative agent
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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
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Term loans outstanding under our Term Loan Facility
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ASC
|
Accounting Standards Codification
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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
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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
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CHF LIBOR
|
Swiss Franc LIBOR
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CIBOR
|
Copenhagen Interbank Rate
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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
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CMI
|
CraftMaster Manufacturing Inc.
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COA
|
Consent Order and Agreement
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CODM
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Chief Operating Decision Maker
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Common Stock
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The 900,000,000 shares of common stock, par value $0.01 per share, authorized under our Charter
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Corporate Credit Facilities
|
Collectively, our ABL Facility and our Term Loan Facility
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Credit Facilities
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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
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JELD-WEN, Inc. Employee Stock Ownership and Retirement Plan
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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 Bank Danmark A/S as lenders
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Exchange Act
|
Securities Exchange Act of 1934, as amended
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FASB
|
Financial Accounting Standards Board
|
Form 10-K
|
Our Annual Report on Form 10-K for the fiscal year ended December 31, 2016
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Form 10-Q
|
This Quarterly Report on Form 10-Q for the fiscal quarter ended July 1, 2017
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GAAP
|
Generally Accepted Accounting Principles in the United States
|
GHG
|
Greenhouse Gases
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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
|
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
|
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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Mattiovi
|
Mattiovi Oy
|
MD&A
|
Management’s Discussion and Analysis of Financial Condition and Results of Operations
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NIBOR
|
Norwegian Interbank Offered Rate
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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.
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U.S.
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United States of America
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WADOE
|
Washington State Department of Ecology
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|
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Three Months Ended
|
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Six Months Ended
|
||||||||||||
(amounts in thousands, except share and per share data)
|
|
July 1,
2017 |
|
June 25,
2016 |
|
July 1,
2017 |
|
June 25,
2016 |
||||||||
Net revenues
|
|
$
|
948,736
|
|
|
$
|
964,608
|
|
|
$
|
1,796,523
|
|
|
$
|
1,761,155
|
|
Cost of sales
|
|
712,998
|
|
|
752,457
|
|
|
1,374,814
|
|
|
1,390,881
|
|
||||
Gross margin
|
|
235,738
|
|
|
212,151
|
|
|
421,709
|
|
|
370,274
|
|
||||
Operating expenses
|
|
|
|
|
|
|
|
|
||||||||
Selling, general and administrative
|
|
151,464
|
|
|
141,062
|
|
|
298,543
|
|
|
273,054
|
|
||||
Impairment and restructuring charges
|
|
554
|
|
|
2,119
|
|
|
1,756
|
|
|
5,100
|
|
||||
Operating income
|
|
83,720
|
|
|
68,970
|
|
|
121,410
|
|
|
92,120
|
|
||||
Other (expense) income
|
|
|
|
|
|
|
|
|
||||||||
Interest expense, net
|
|
(17,547
|
)
|
|
(18,167
|
)
|
|
(44,439
|
)
|
|
(35,178
|
)
|
||||
Other
|
|
(2,765
|
)
|
|
505
|
|
|
(5,364
|
)
|
|
1,229
|
|
||||
Income before taxes, equity earnings and discontinued operations
|
|
63,408
|
|
|
51,308
|
|
|
71,607
|
|
|
58,171
|
|
||||
Income tax (expense) benefit
|
|
(17,703
|
)
|
|
15,713
|
|
|
(19,955
|
)
|
|
13,616
|
|
||||
Income from continuing operations, net of tax
|
|
45,705
|
|
|
67,021
|
|
|
51,652
|
|
|
71,787
|
|
||||
Equity earnings of non-consolidated entities
|
|
1,073
|
|
|
487
|
|
|
1,554
|
|
|
1,252
|
|
||||
Loss from discontinued operations, net of tax
|
|
—
|
|
|
(618
|
)
|
|
—
|
|
|
(104
|
)
|
||||
Net income
|
|
$
|
46,778
|
|
|
$
|
66,890
|
|
|
$
|
53,206
|
|
|
$
|
72,935
|
|
Convertible preferred stock dividends
|
|
—
|
|
|
51,702
|
|
|
10,462
|
|
|
78,108
|
|
||||
Net income (loss) attributable to common shareholders
|
|
$
|
46,778
|
|
|
$
|
15,188
|
|
|
$
|
42,744
|
|
|
$
|
(5,173
|
)
|
|
|
|
|
|
|
|
|
|
||||||||
Weighted average common shares outstanding
|
|
|
|
|
|
|
|
|
||||||||
Basic
|
|
104,794,294
|
|
|
17,972,977
|
|
|
89,544,882
|
|
|
17,956,433
|
|
||||
Diluted
|
|
109,086,129
|
|
|
82,947,084
|
|
|
93,733,650
|
|
|
17,956,433
|
|
||||
Income (loss) per share from continuing operations
|
|
|
|
|
|
|
|
|
||||||||
Basic
|
|
$
|
0.45
|
|
|
$
|
0.88
|
|
|
$
|
0.48
|
|
|
$
|
(0.28
|
)
|
Diluted
|
|
$
|
0.43
|
|
|
$
|
0.82
|
|
|
$
|
0.46
|
|
|
$
|
(0.28
|
)
|
Loss per share from discontinued operations
|
|
|
|
|
|
|
|
|
||||||||
Basic
|
|
$
|
—
|
|
|
$
|
(0.03
|
)
|
|
$
|
—
|
|
|
$
|
(0.01
|
)
|
Diluted
|
|
$
|
—
|
|
|
$
|
(0.01
|
)
|
|
$
|
—
|
|
|
$
|
(0.01
|
)
|
Net income (loss) per share
|
|
|
|
|
|
|
|
|
||||||||
Basic
|
|
$
|
0.45
|
|
|
$
|
0.85
|
|
|
$
|
0.48
|
|
|
$
|
(0.29
|
)
|
Diluted
|
|
$
|
0.43
|
|
|
$
|
0.81
|
|
|
$
|
0.46
|
|
|
$
|
(0.29
|
)
|
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
(amounts in thousands)
|
|
July 1,
2017 |
|
June 25,
2016 |
|
July 1,
2017 |
|
June 25,
2016 |
||||||||
Net income
|
|
$
|
46,778
|
|
|
$
|
66,890
|
|
|
$
|
53,206
|
|
|
$
|
72,935
|
|
Other comprehensive income (loss), net of tax:
|
|
|
|
|
|
|
|
|
||||||||
Foreign currency translation adjustments
|
|
38,029
|
|
|
(8,088
|
)
|
|
55,631
|
|
|
7,857
|
|
||||
Interest rate hedge adjustments, net of tax of ($75), $0, $887, and $0, respectively
|
|
(30
|
)
|
|
(5,238
|
)
|
|
2,105
|
|
|
(12,583
|
)
|
||||
Defined benefit pension plans, net of tax of $980, $0, $1,779, and $0, respectively
|
|
1,923
|
|
|
3,094
|
|
|
4,029
|
|
|
6,165
|
|
||||
Total other comprehensive income (loss), net of tax
|
|
39,922
|
|
|
(10,232
|
)
|
|
61,765
|
|
|
1,439
|
|
||||
Comprehensive income
|
|
$
|
86,700
|
|
|
$
|
56,658
|
|
|
$
|
114,971
|
|
|
$
|
74,374
|
|
(amounts in thousands, except share and per share data)
|
|
July 1,
2017 |
|
December 31,
2016 |
||||
ASSETS
|
|
|
|
|
||||
Current assets
|
|
|
|
|
||||
Cash and cash equivalents
|
|
$
|
227,663
|
|
|
$
|
102,701
|
|
Restricted cash
|
|
986
|
|
|
751
|
|
||
Accounts receivable, net
|
|
491,367
|
|
|
407,170
|
|
||
Inventories
|
|
375,537
|
|
|
334,634
|
|
||
Other current assets
|
|
27,687
|
|
|
30,104
|
|
||
Total current assets
|
|
1,123,240
|
|
|
875,360
|
|
||
Property and equipment, net
|
|
708,576
|
|
|
704,651
|
|
||
Deferred tax assets
|
|
286,311
|
|
|
283,876
|
|
||
Goodwill
|
|
518,912
|
|
|
486,055
|
|
||
Intangible assets, net
|
|
129,460
|
|
|
116,590
|
|
||
Other assets
|
|
57,869
|
|
|
63,547
|
|
||
Total assets
|
|
$
|
2,824,368
|
|
|
$
|
2,530,079
|
|
LIABILITIES AND EQUITY
|
|
|
|
|
||||
Current liabilities
|
|
|
|
|
||||
Accounts payable
|
|
$
|
231,805
|
|
|
$
|
188,906
|
|
Accrued payroll and benefits
|
|
139,534
|
|
|
130,668
|
|
||
Accrued expenses and other current liabilities
|
|
176,173
|
|
|
173,227
|
|
||
Notes payable and current maturities of long-term debt
|
|
14,595
|
|
|
20,031
|
|
||
Total current liabilities
|
|
562,107
|
|
|
512,832
|
|
||
Long-term debt
|
|
1,231,237
|
|
|
1,600,004
|
|
||
Unfunded pension liability
|
|
127,097
|
|
|
126,646
|
|
||
Deferred credits and other liabilities
|
|
82,227
|
|
|
74,455
|
|
||
Deferred tax liabilities
|
|
18,504
|
|
|
9,186
|
|
||
Total liabilities
|
|
2,021,172
|
|
|
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, 104,923,708 shares outstanding as of July 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
|
|
1,049
|
|
|
180
|
|
||
Additional paid-in capital
|
|
667,084
|
|
|
36,362
|
|
||
Retained earnings
|
|
270,480
|
|
|
216,639
|
|
||
Accumulated other comprehensive loss
|
|
(135,417
|
)
|
|
(197,182
|
)
|
||
Total shareholders’ equity
|
|
803,196
|
|
|
55,999
|
|
||
Total liabilities, convertible preferred shares, and shareholders’ equity
|
|
$
|
2,824,368
|
|
|
$
|
2,530,079
|
|
|
July 1, 2017
|
|
June 25, 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 share-based compensation awards
|
323,848
|
|
|
4
|
|
|
3,190
|
|
|
—
|
|
||
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 surrendered for tax obligations for employee share-based transactions
|
(87,836
|
)
|
|
(1
|
)
|
|
—
|
|
|
$
|
—
|
|
|
Shares issued in initial public offering
|
22,272,727
|
|
|
223
|
|
|
—
|
|
|
$
|
—
|
|
|
Balance at period end
|
104,923,708
|
|
|
1,049
|
|
|
17,832,430
|
|
|
178
|
|
||
Class B-1 Common Stock
|
|
|
|
|
|
|
|
||||||
Balance as of January 1
|
177,221
|
|
|
2
|
|
|
68,046
|
|
|
1
|
|
||
Shares issued for exercise of stock options
|
—
|
|
|
—
|
|
|
19,316
|
|
|
—
|
|
||
Class B-1 Common stock converted to common
|
(177,221
|
)
|
|
(2
|
)
|
|
—
|
|
|
—
|
|
||
Balance at period end
|
—
|
|
|
—
|
|
|
87,362
|
|
|
1
|
|
||
Balance at period end
|
|
|
$
|
1,049
|
|
|
|
|
$
|
179
|
|
||
Additional paid-in capital
|
|
|
|
|
|
|
|
||||||
Balance as of January 1
|
|
|
$
|
37,205
|
|
|
|
|
$
|
89,101
|
|
||
Shares issued for exercise/vesting of share-based compensation awards
|
|
|
596
|
|
|
|
|
272
|
|
||||
Shares surrendered for tax obligations for employee share-based transactions
|
|
|
(2,883
|
)
|
|
|
|
—
|
|
||||
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
|
|
|
(7,923
|
)
|
|
|
|
—
|
|
||||
Amortization of share-based compensation
|
|
|
9,713
|
|
|
|
|
10,617
|
|
||||
Balance at period end
|
|
|
667,915
|
|
|
|
|
99,990
|
|
||||
Director notes
|
|
|
|
|
|
|
|
||||||
Balance as of January 1
|
|
|
—
|
|
|
|
|
(2,068
|
)
|
||||
Net issuances, payments and accrued interest on Notes
|
|
|
—
|
|
|
|
|
2,068
|
|
||||
Balance at period end
|
|
|
—
|
|
|
|
|
—
|
|
||||
Employee stock notes
|
|
|
|
|
|
|
|
||||||
Balance as of January 1
|
|
|
(843
|
)
|
|
|
|
(1,011
|
)
|
||||
Net issuances, payments and accrued interest on Notes
|
|
|
12
|
|
|
|
|
25
|
|
||||
Balance at period end
|
|
|
(831
|
)
|
|
|
|
(986
|
)
|
||||
Balance at period end
|
|
|
$
|
667,084
|
|
|
|
|
$
|
99,004
|
|
||
Retained earnings (accumulated deficit)
|
|
|
|
|
|
|
|
||||||
Balance as of January 1
|
|
|
$
|
216,639
|
|
|
|
|
$
|
(154,949
|
)
|
||
Adoption of new accounting standard ASU 2016-09
|
|
|
635
|
|
|
|
|
—
|
|
||||
Net income
|
|
|
53,206
|
|
|
|
|
72,935
|
|
||||
Balance at period end
|
|
|
$
|
270,480
|
|
|
|
|
$
|
(82,014
|
)
|
||
Accumulated other comprehensive (loss) income
|
|
|
|
|
|
|
|
||||||
Foreign currency adjustments
|
|
|
|
|
|
|
|
||||||
Balance as of January 1
|
|
|
$
|
(65,949
|
)
|
|
|
|
$
|
(33,575
|
)
|
||
Change during period
|
|
|
55,631
|
|
|
|
|
7,857
|
|
||||
Balance at end of period
|
|
|
(10,318
|
)
|
|
|
|
(25,718
|
)
|
||||
Unrealized (loss) gain on interest rate hedges
|
|
|
|
|
|
|
|
||||||
Balance as of January 1
|
|
|
(13,296
|
)
|
|
|
|
(10,617
|
)
|
||||
Change during period
|
|
|
2,105
|
|
|
|
|
(12,583
|
)
|
||||
Balance at end of period
|
|
|
(11,191
|
)
|
|
|
|
(23,200
|
)
|
||||
Net actuarial pension (loss) gain
|
|
|
|
|
|
|
|
||||||
Balance as of January 1
|
|
|
(117,937
|
)
|
|
|
|
(118,805
|
)
|
||||
Change during period
|
|
|
4,029
|
|
|
|
|
6,165
|
|
||||
Balance at end of period
|
|
|
(113,908
|
)
|
|
|
|
(112,640
|
)
|
||||
Balance at period end
|
|
|
$
|
(135,417
|
)
|
|
|
|
$
|
(161,558
|
)
|
||
Total shareholders’ equity (deficit) at end of period
|
|
|
$
|
803,196
|
|
|
|
|
$
|
(144,389
|
)
|
|
|
Six Months Ended
|
||||||
(amounts in thousands)
|
|
July 1,
2017 |
|
June 25,
2016 |
||||
OPERATING ACTIVITIES
|
|
|
|
|
||||
Net income
|
|
$
|
53,206
|
|
|
$
|
72,935
|
|
Adjustments to reconcile net income to cash used in operating activities:
|
|
|
|
|
||||
Depreciation and amortization
|
|
53,052
|
|
|
52,049
|
|
||
Deferred income taxes
|
|
8,546
|
|
|
(25,382
|
)
|
||
Loss (gain) on sale of business units, property and equipment
|
|
219
|
|
|
(3,263
|
)
|
||
Adjustment to carrying value of assets
|
|
—
|
|
|
895
|
|
||
Equity earnings in non-consolidated entities
|
|
(1,554
|
)
|
|
(1,252
|
)
|
||
Amortization of deferred financing costs
|
|
7,376
|
|
|
1,830
|
|
||
Stock-based compensation
|
|
10,783
|
|
|
10,617
|
|
||
Other items, net
|
|
(1,416
|
)
|
|
(387
|
)
|
||
Net change in operating assets and liabilities, net of effect of acquisitions:
|
|
|
|
|
||||
Accounts receivable
|
|
(64,755
|
)
|
|
(138,362
|
)
|
||
Inventories
|
|
(23,559
|
)
|
|
(19,067
|
)
|
||
Other assets
|
|
(1,383
|
)
|
|
(1,346
|
)
|
||
Accounts payable and accrued expenses
|
|
25,636
|
|
|
63,326
|
|
||
Net cash provided by operating activities
|
|
66,151
|
|
|
12,593
|
|
||
INVESTING ACTIVITIES
|
|
|
|
|
||||
Purchases of property and equipment
|
|
(18,210
|
)
|
|
(40,026
|
)
|
||
Proceeds from sale of business units, property and equipment
|
|
405
|
|
|
4,762
|
|
||
Purchase of intangible assets
|
|
(1,619
|
)
|
|
(3,225
|
)
|
||
Purchases of businesses, net of cash acquired
|
|
(21,153
|
)
|
|
(25,669
|
)
|
||
Cash received on notes receivable
|
|
1,820
|
|
|
275
|
|
||
Net cash used in investing activities
|
|
(38,757
|
)
|
|
(63,883
|
)
|
||
FINANCING ACTIVITIES
|
|
|
|
|
||||
Borrowings on long-term debt
|
|
94
|
|
|
—
|
|
||
Payments of long-term debt
|
|
(384,220
|
)
|
|
(8,395
|
)
|
||
Payments of notes payable
|
|
(100
|
)
|
|
(90
|
)
|
||
Employee note repayments
|
|
26
|
|
|
2,165
|
|
||
Payments of debt issuance costs
|
|
(1,144
|
)
|
|
—
|
|
||
Common stock issued for exercise of options
|
|
596
|
|
|
272
|
|
||
Payments to tax authority for employee share-based compensation
|
|
(2,883
|
)
|
|
—
|
|
||
Proceeds from the sale of common stock, net of underwriting fees and commissions
|
|
480,306
|
|
|
—
|
|
||
Payments associated with initial public offering
|
|
(2,066
|
)
|
|
—
|
|
||
Net cash provided by (used in) financing activities
|
|
90,609
|
|
|
(6,048
|
)
|
||
Effect of foreign currency exchange rates on cash
|
|
6,959
|
|
|
184
|
|
||
Net increase (decrease) in cash and cash equivalents
|
|
124,962
|
|
|
(57,154
|
)
|
||
Cash and cash equivalents, beginning
|
|
102,701
|
|
|
113,571
|
|
||
Cash and cash equivalents, ending
|
|
$
|
227,663
|
|
|
$
|
56,417
|
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
(amounts in thousands)
|
July 1,
2017 |
|
June 25,
2016 |
|
July 1,
2017 |
|
June 25,
2016 |
||||||||
Net revenues
|
$
|
—
|
|
|
$
|
1,487
|
|
|
$
|
—
|
|
|
$
|
5,120
|
|
Loss before tax and non-controlling interest
|
—
|
|
|
(903
|
)
|
|
—
|
|
|
(104
|
)
|
||||
Loss from discontinued operations, net of tax
|
—
|
|
|
(618
|
)
|
|
—
|
|
|
(104
|
)
|
(amounts in thousands)
|
July 1,
2017 |
|
December 31, 2016
|
||||
Raw materials
|
$
|
245,439
|
|
|
$
|
233,730
|
|
Work in process
|
36,301
|
|
|
30,202
|
|
||
Finished goods
|
93,797
|
|
|
70,702
|
|
||
Inventories
|
$
|
375,537
|
|
|
$
|
334,634
|
|
(amounts in thousands)
|
July 1,
2017 |
|
December 31, 2016
|
||||
Property and equipment
|
$
|
1,775,827
|
|
|
$
|
1,712,682
|
|
Accumulated depreciation
|
(1,067,251
|
)
|
|
(1,008,031
|
)
|
||
Property and equipment, net
|
$
|
708,576
|
|
|
$
|
704,651
|
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
(amounts in thousands)
|
July 1,
2017 |
|
June 25,
2016 |
|
July 1,
2017 |
|
June 25,
2016 |
||||||||
Cost of sales
|
$
|
19,076
|
|
|
$
|
19,368
|
|
|
$
|
37,971
|
|
|
$
|
37,961
|
|
Selling, general and administrative
|
1,844
|
|
|
1,806
|
|
|
3,934
|
|
|
3,724
|
|
||||
|
$
|
20,920
|
|
|
$
|
21,174
|
|
|
$
|
41,905
|
|
|
$
|
41,685
|
|
(amounts in thousands)
|
North
America
|
|
Europe
|
|
Australasia
|
|
Total
Reportable
Segments
|
||||||||
Balance as of January 1
|
$
|
187,376
|
|
|
$
|
229,112
|
|
|
$
|
69,567
|
|
|
$
|
486,055
|
|
Acquisitions
|
—
|
|
|
8,569
|
|
|
—
|
|
|
8,569
|
|
||||
Currency translation
|
225
|
|
|
19,733
|
|
|
4,330
|
|
|
24,288
|
|
||||
Balance at end of period
|
$
|
187,601
|
|
|
$
|
257,414
|
|
|
$
|
73,897
|
|
|
$
|
518,912
|
|
(amounts in thousands)
|
July 1,
2017 |
|
June 25,
2016 |
||||
Balance as of January 1
|
$
|
45,398
|
|
|
$
|
44,891
|
|
Current period expense
|
11,928
|
|
|
11,014
|
|
||
Liabilities assumed due to acquisition
|
—
|
|
|
16
|
|
||
Experience adjustments
|
674
|
|
|
(1,271
|
)
|
||
Payments
|
(11,834
|
)
|
|
(7,535
|
)
|
||
Currency translation
|
529
|
|
|
530
|
|
||
Balance at end of period
|
46,695
|
|
|
47,645
|
|
||
Current portion
|
(19,630
|
)
|
|
(16,962
|
)
|
||
Long-term portion
|
$
|
27,065
|
|
|
$
|
30,683
|
|
(amounts in thousands)
|
July 1, 2017 Interest Rate
|
|
July 1,
2017 |
|
December 31, 2016
|
||||
Variable rate industrial revenue bonds
|
1.10% - 1.25%
|
|
$
|
105
|
|
|
$
|
205
|
|
(amounts in thousands)
|
July 1, 2017 Effective Interest Rate
|
|
July 1,
2017 |
|
December 31, 2016
|
||||
Revolving credit facility
|
2.50%
|
|
$
|
835
|
|
|
$
|
742
|
|
Term loan, net of original discount of $6,526 and $8,086, respectively
|
4.30%
|
|
1,223,929
|
|
|
1,603,551
|
|
||
Mortgage notes
|
1.15%
|
|
31,977
|
|
|
29,505
|
|
||
Installment notes
|
2.90% - 6.38%
|
|
4,144
|
|
|
5,880
|
|
||
Installment notes for stock
|
3.00% - 3.75%
|
|
2,078
|
|
|
3,260
|
|
||
Unamortized debt issuance costs
|
|
|
(17,236
|
)
|
|
(23,108
|
)
|
||
|
|
|
1,245,727
|
|
|
1,619,830
|
|
||
Current maturities of long-term debt
|
|
|
(14,490
|
)
|
|
(19,826
|
)
|
||
Long-term debt
|
|
|
$
|
1,231,237
|
|
|
$
|
1,600,004
|
|
(amounts in thousands)
|
North
America
|
|
Europe
|
|
Australasia
|
|
Total Operating
Segments
|
|
Corporate
and
Unallocated
Costs
|
|
Total
Consolidated
|
||||||||||||
Three Months Ended July 1, 2017
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Total net revenues
|
$
|
552,246
|
|
|
$
|
259,426
|
|
|
$
|
140,693
|
|
|
$
|
952,365
|
|
|
$
|
—
|
|
|
$
|
952,365
|
|
Elimination of intersegment net revenues
|
(561
|
)
|
|
(537
|
)
|
|
(2,531
|
)
|
|
(3,629
|
)
|
|
—
|
|
|
(3,629
|
)
|
||||||
Net revenues from external customers
|
$
|
551,685
|
|
|
$
|
258,889
|
|
|
$
|
138,162
|
|
|
$
|
948,736
|
|
|
$
|
—
|
|
|
$
|
948,736
|
|
Impairment and restructuring charges
|
99
|
|
|
451
|
|
|
—
|
|
|
550
|
|
|
4
|
|
|
554
|
|
||||||
Adjusted EBITDA
|
79,830
|
|
|
37,065
|
|
|
17,335
|
|
|
134,230
|
|
|
(8,903
|
)
|
|
125,327
|
|
||||||
Three Months Ended June 25, 2016
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Total net revenues
|
$
|
568,056
|
|
|
$
|
267,231
|
|
|
$
|
132,458
|
|
|
$
|
967,745
|
|
|
$
|
—
|
|
|
$
|
967,745
|
|
Elimination of intersegment net revenues
|
(621
|
)
|
|
(456
|
)
|
|
(2,060
|
)
|
|
(3,137
|
)
|
|
—
|
|
|
(3,137
|
)
|
||||||
Net revenues from external customers
|
$
|
567,435
|
|
|
$
|
266,775
|
|
|
$
|
130,398
|
|
|
$
|
964,608
|
|
|
$
|
—
|
|
|
$
|
964,608
|
|
Impairment and restructuring charges
|
673
|
|
|
1,114
|
|
|
86
|
|
|
1,873
|
|
|
246
|
|
|
2,119
|
|
||||||
Adjusted EBITDA
|
75,786
|
|
|
34,290
|
|
|
14,239
|
|
|
124,315
|
|
|
(11,568
|
)
|
|
112,747
|
|
(amounts in thousands)
|
North
America
|
|
Europe
|
|
Australasia
|
|
Total Operating
Segments
|
|
Corporate
and
Unallocated
Costs
|
|
Total
Consolidated
|
||||||||||||
Six Months Ended July 1, 2017
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Total net revenues
|
$
|
1,036,810
|
|
|
$
|
502,094
|
|
|
$
|
265,035
|
|
|
$
|
1,803,939
|
|
|
$
|
—
|
|
|
$
|
1,803,939
|
|
Elimination of intersegment net revenues
|
(1,028
|
)
|
|
(883
|
)
|
|
(5,505
|
)
|
|
(7,416
|
)
|
|
—
|
|
|
(7,416
|
)
|
||||||
Net revenues from external customers
|
$
|
1,035,782
|
|
|
$
|
501,211
|
|
|
$
|
259,530
|
|
|
$
|
1,796,523
|
|
|
$
|
—
|
|
|
$
|
1,796,523
|
|
Impairment and restructuring charges
|
335
|
|
|
1,324
|
|
|
—
|
|
|
1,659
|
|
|
97
|
|
|
1,756
|
|
||||||
Adjusted EBITDA
|
130,008
|
|
|
64,270
|
|
|
30,584
|
|
|
224,862
|
|
|
(18,573
|
)
|
|
206,289
|
|
||||||
Six Months Ended June 25, 2016
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Total net revenues
|
$
|
1,028,822
|
|
|
$
|
504,628
|
|
|
$
|
232,015
|
|
|
$
|
1,765,465
|
|
|
$
|
—
|
|
|
$
|
1,765,465
|
|
Elimination of intersegment net revenues
|
(1,162
|
)
|
|
696
|
|
|
(3,844
|
)
|
|
(4,310
|
)
|
|
—
|
|
|
(4,310
|
)
|
||||||
Net revenues from external customers
|
$
|
1,027,660
|
|
|
$
|
505,324
|
|
|
$
|
228,171
|
|
|
$
|
1,761,155
|
|
|
$
|
—
|
|
|
$
|
1,761,155
|
|
Impairment and restructuring charges
|
2,550
|
|
|
1,881
|
|
|
169
|
|
|
4,600
|
|
|
500
|
|
|
5,100
|
|
||||||
Adjusted EBITDA
|
107,485
|
|
|
58,986
|
|
|
23,158
|
|
|
189,629
|
|
|
(15,726
|
)
|
|
173,903
|
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
(amounts in thousands)
|
July 1,
2017 |
|
June 25,
2016 |
|
July 1,
2017 |
|
June 25,
2016 |
||||||||
Net income
|
$
|
46,778
|
|
|
$
|
66,890
|
|
|
$
|
53,206
|
|
|
$
|
72,935
|
|
Earnings from discontinued operations, net of tax
|
—
|
|
|
618
|
|
|
—
|
|
|
104
|
|
||||
Equity earnings of non-consolidated entities
|
(1,073
|
)
|
|
(487
|
)
|
|
(1,554
|
)
|
|
(1,252
|
)
|
||||
Income tax expense (benefit)
|
17,703
|
|
|
(15,713
|
)
|
|
19,955
|
|
|
(13,616
|
)
|
||||
Depreciation and intangible amortization
|
25,990
|
|
|
26,357
|
|
|
53,052
|
|
|
52,049
|
|
||||
Interest expense, net
(a)
|
17,547
|
|
|
18,167
|
|
|
44,439
|
|
|
35,178
|
|
||||
Impairment and restructuring charges
(b)
|
577
|
|
|
5,278
|
|
|
1,757
|
|
|
8,178
|
|
||||
(Gain) loss on sale of property and equipment
|
(34
|
)
|
|
301
|
|
|
(77
|
)
|
|
(3,343
|
)
|
||||
Stock-based compensation expense
|
5,339
|
|
|
5,532
|
|
|
10,783
|
|
|
10,617
|
|
||||
Non-cash foreign exchange transaction/translation loss
|
2,754
|
|
|
1,784
|
|
|
7,114
|
|
|
6,767
|
|
||||
Other non-cash items
(c)
|
(16
|
)
|
|
2,602
|
|
|
(15
|
)
|
|
3,027
|
|
||||
Other items
(d)
|
9,754
|
|
|
1,419
|
|
|
17,341
|
|
|
3,249
|
|
||||
Costs relating to debt restructuring and debt refinancing
(e)
|
8
|
|
|
(1
|
)
|
|
288
|
|
|
10
|
|
||||
Adjusted EBITDA
|
$
|
125,327
|
|
|
$
|
112,747
|
|
|
$
|
206,289
|
|
|
$
|
173,903
|
|
(a)
|
Interest expense for the six months ended
July 1, 2017
includes
$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
included elsewhere in this Form 10-Q.
|
(c)
|
Other non-cash items include; (i) in the three months ended
June 25, 2016
, (1)
$2,550
out-of-period charge for European warranty liability adjustment; and (ii) in the six months ended
June 25, 2016
, (1)
$2,550
out-of-period charge for European warranty liability adjustment, and (2) charges of
$357
for Trend PPA inventory valuation adjustment.
|
(d)
|
Other items not core to business activity include: (i) in the three months ended
July 1, 2017
, (1)
$7,766
in legal costs, (2)
$1,026
in secondary offering costs and (3)
$665
in legal entity consolidation costs; (ii) in the three months ended
June 25, 2016
, (1)
$351
professional fees related to the IPO process, (2)
$251
related to a legal settlement accrual for CMI, (3)
$216
of non-recurring audit fees, and (4)
$165
in acquisition costs; (iii) in the
six
months ended
July 1, 2017
, (1)
$15,762
in legal costs, (2)
$(2,247)
gain on settlement of contract escrow, (3)
$1,026
secondary offering costs, (4)
$811
in legal entity consolidation costs, (5)
$643
in facility shut down costs, and (6)
$348
in IPO costs; and (iv) in the
six
months ended
June 25, 2016
, (1)
$1,033
in acquisition costs, (2)
$351
of professional fees related to IPO process, (3)
$330
in Dooria plant closure costs, (4)
$251
related to a legal settlement accrual for CMI, (5)
$237
of tax consulting costs in Europe, and (6)
$216
of non-recurring audit fees.
|
(e)
|
Includes non-recurring fees and expenses related to professional advisors retained in connection with the refinancing of our debt obligations.
|
|
|
Common
|
|
B-1 Common
|
||
Beginning shares outstanding
|
|
17,894,393
|
|
|
177,221
|
|
Shares issued
|
|
22,508,739
|
|
|
—
|
|
Shares converted
|
|
64,520,576
|
|
|
(177,221
|
)
|
Ending shares outstanding
|
|
104,923,708
|
|
|
—
|
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
|
July 1,
2017 |
|
June 25,
2016 |
|
July 1,
2017 |
|
June 25,
2016 |
||||||||
Earnings (loss) per share basic:
|
|
|
|
|
|
|
|
||||||||
Income from continuing operations
|
$
|
45,705
|
|
|
$
|
67,021
|
|
|
$
|
51,652
|
|
|
$
|
71,787
|
|
Equity earnings of non-consolidated entities
|
1,073
|
|
|
487
|
|
|
1,554
|
|
|
1,252
|
|
||||
Income from continuing operations and equity earnings of
non- consolidated entities |
46,778
|
|
|
67,508
|
|
|
53,206
|
|
|
73,039
|
|
||||
Undeclared Series A Convertible Preferred Stock dividends
|
—
|
|
|
(28,001
|
)
|
|
(10,462
|
)
|
|
(54,407
|
)
|
||||
Deemed Dividend on Series A Convertible Preferred Stock from Settlement Agreement
|
—
|
|
|
(23,701
|
)
|
|
—
|
|
|
(23,701
|
)
|
||||
Income (loss) attributable to common shareholders from continuing operations
|
46,778
|
|
|
15,806
|
|
|
42,744
|
|
|
(5,069
|
)
|
||||
Loss from discontinued operations, net of tax
|
—
|
|
|
(618
|
)
|
|
—
|
|
|
(104
|
)
|
||||
Net income (loss) attributable to common shareholders - basic
|
$
|
46,778
|
|
|
$
|
15,188
|
|
|
$
|
42,744
|
|
|
$
|
(5,173
|
)
|
|
|
|
|
|
|
|
|
||||||||
Weighted average outstanding shares of common stock basic
|
104,794,294
|
|
|
17,972,977
|
|
|
89,544,882
|
|
|
17,956,433
|
|
||||
Basic income (loss) per share
|
|
|
|
|
|
|
|
||||||||
Income (loss) from continuing operations
|
$
|
0.45
|
|
|
$
|
0.88
|
|
|
$
|
0.48
|
|
|
$
|
(0.28
|
)
|
Loss from discontinued operations
|
$
|
—
|
|
|
$
|
(0.03
|
)
|
|
$
|
—
|
|
|
$
|
(0.01
|
)
|
Net income (loss) per share
|
$
|
0.45
|
|
|
$
|
0.85
|
|
|
$
|
0.48
|
|
|
$
|
(0.29
|
)
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
|
July 1,
2017 |
|
June 25,
2016 |
|
July 1,
2017 |
|
June 25,
2016 |
||||||||
Earnings (loss) per share diluted:
|
|
|
|
|
|
|
|
||||||||
Net income (loss) attributable to common shareholders - basic
|
$
|
46,778
|
|
|
$
|
15,188
|
|
|
$
|
42,744
|
|
|
$
|
(5,173
|
)
|
Undeclared Series A Convertible Preferred Stock dividends
|
—
|
|
|
28,001
|
|
|
—
|
|
|
—
|
|
||||
Deemed Dividend on Series A Convertible Preferred Stock from Settlement Agreement
|
—
|
|
|
23,701
|
|
|
—
|
|
|
—
|
|
||||
Net income (loss) attributable to common shareholders - diluted
|
$
|
46,778
|
|
|
$
|
66,890
|
|
|
$
|
42,744
|
|
|
$
|
(5,173
|
)
|
|
|
|
|
|
|
|
|
||||||||
Weighted average outstanding shares of common stock basic
|
104,794,294
|
|
|
17,972,977
|
|
|
89,544,882
|
|
|
17,956,433
|
|
||||
Dilutive convertible preferred stock
|
—
|
|
|
61,565,878
|
|
|
—
|
|
|
—
|
|
||||
Restricted stock units and options to purchase common stock
|
4,291,835
|
|
|
3,408,229
|
|
|
4,188,768
|
|
|
—
|
|
||||
Weighted average outstanding shares of common stock diluted
|
109,086,129
|
|
|
82,947,084
|
|
|
93,733,650
|
|
|
17,956,433
|
|
||||
Dilutive income (loss) per share
|
|
|
|
|
|
|
|
||||||||
Income (loss) from continuing operations
|
$
|
0.43
|
|
|
$
|
0.82
|
|
|
$
|
0.46
|
|
|
$
|
(0.28
|
)
|
Loss from discontinued operations
|
$
|
—
|
|
|
$
|
(0.01
|
)
|
|
$
|
—
|
|
|
$
|
(0.01
|
)
|
Net income (loss) per share
|
$
|
0.43
|
|
|
$
|
0.81
|
|
|
$
|
0.46
|
|
|
$
|
(0.29
|
)
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||
|
July 1,
2017 |
|
June 25,
2016 |
|
July 1,
2017 |
|
June 25,
2016 |
||||
Series A Convertible Preferred Stock
|
—
|
|
|
—
|
|
|
—
|
|
|
43,719,775
|
|
Common Stock options
|
623,570
|
|
|
1,048,135
|
|
|
636,099
|
|
|
5,432,174
|
|
Restricted stock units
|
—
|
|
|
—
|
|
|
—
|
|
|
405,933
|
|
|
Three Months Ended
|
||||||||||||
|
July 1, 2017
|
|
June 25, 2016
|
||||||||||
|
Shares
|
|
Weighted Average Exercise Price Per Share
|
|
Shares
|
|
Weighted Average Exercise Price Per Share
|
||||||
Options granted
|
13,422
|
|
|
$
|
32.79
|
|
|
151,800
|
|
|
$
|
42.55
|
|
Options canceled
|
63,861
|
|
|
16.29
|
|
|
97,207
|
|
|
15.50
|
|
||
Options exercised
|
320,190
|
|
|
13.20
|
|
|
26,312
|
|
|
18.87
|
|
||
|
|
|
|
|
|
|
|
||||||
|
Shares
|
|
Weighted Average Grant Date Fair Value
|
|
Shares
|
|
Weighted Average Grant Date Fair Value
|
||||||
RSUs granted - employee
|
6,659
|
|
|
$
|
31.95
|
|
|
16,500
|
|
|
$
|
30.60
|
|
|
Six Months Ended
|
||||||||||||
|
July 1, 2017
|
|
June 25, 2016
|
||||||||||
|
Shares
|
|
Weighted Average Exercise Price Per Share
|
|
Shares
|
|
Weighted Average Exercise Price Per Share
|
||||||
Options granted
|
492,597
|
|
|
$
|
27.73
|
|
|
367,400
|
|
|
$
|
37.13
|
|
Options canceled
|
141,153
|
|
|
14.58
|
|
|
200,376
|
|
|
16.07
|
|
||
Options exercised
|
375,568
|
|
|
13.07
|
|
|
41,646
|
|
|
19.32
|
|
||
|
|
|
|
|
|
|
|
||||||
|
Shares
|
|
Weighted Average Grant Date Fair Value
|
|
Shares
|
|
Weighted Average Grant Date Fair Value
|
||||||
RSUs granted - non-employee directors
|
21,198
|
|
|
$
|
31.13
|
|
|
—
|
|
|
$
|
—
|
|
RSUs granted - employee
|
146,102
|
|
|
27.79
|
|
|
27,500
|
|
|
28.14
|
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
(amounts in thousands)
|
July 1,
2017 |
|
June 25,
2016 |
|
July 1,
2017 |
|
June 25,
2016 |
||||||||
Impairments
|
$
|
—
|
|
|
$
|
290
|
|
|
$
|
—
|
|
|
$
|
895
|
|
Restructuring charges, net of fair value adjustment gains
|
554
|
|
|
1,829
|
|
|
1,756
|
|
|
4,205
|
|
||||
Total impairment and restructuring charges
|
$
|
554
|
|
|
$
|
2,119
|
|
|
$
|
1,756
|
|
|
$
|
5,100
|
|
(amounts in thousands)
|
Beginning
Accrual
Balance
|
|
Additions
Charged to
Expense
|
|
Payments
or
Utilization
|
|
Ending
Accrual
Balance
|
||||||||
July 1, 2017
|
|
|
|
|
|
|
|
||||||||
Severance and sales restructuring costs
|
$
|
836
|
|
|
$
|
993
|
|
|
$
|
(1,163
|
)
|
|
$
|
666
|
|
Disposal of property and equipment
|
—
|
|
|
113
|
|
|
(113
|
)
|
|
—
|
|
||||
Lease obligations and other
|
4,183
|
|
|
650
|
|
|
(1,105
|
)
|
|
3,728
|
|
||||
|
$
|
5,019
|
|
|
$
|
1,756
|
|
|
$
|
(2,381
|
)
|
|
$
|
4,394
|
|
June 25, 2016
|
|
|
|
|
|
|
|
||||||||
Severance and sales restructuring costs
|
$
|
5,424
|
|
|
$
|
3,358
|
|
|
$
|
(4,994
|
)
|
|
$
|
3,788
|
|
Disposal of property and equipment
|
—
|
|
|
(49
|
)
|
|
49
|
|
|
—
|
|
||||
Lease obligations and other
|
3,083
|
|
|
896
|
|
|
(1,183
|
)
|
|
2,796
|
|
||||
|
$
|
8,507
|
|
|
$
|
4,205
|
|
|
$
|
(6,128
|
)
|
|
$
|
6,584
|
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
(amounts in thousands)
|
July 1,
2017 |
|
June 25,
2016 |
|
July 1,
2017 |
|
June 25,
2016 |
||||||||
Foreign currency losses
|
$
|
(3,096
|
)
|
|
$
|
(1,621
|
)
|
|
$
|
(8,749
|
)
|
|
$
|
(4,891
|
)
|
Legal settlement income
|
14
|
|
|
1,545
|
|
|
31
|
|
|
1,460
|
|
||||
(Loss) gain on sale of property and equipment
|
(58
|
)
|
|
(337
|
)
|
|
(106
|
)
|
|
3,216
|
|
||||
Settlement of contract escrow
|
—
|
|
|
—
|
|
|
2,247
|
|
|
—
|
|
||||
Other items
|
375
|
|
|
918
|
|
|
1,213
|
|
|
1,444
|
|
||||
|
$
|
(2,765
|
)
|
|
$
|
505
|
|
|
$
|
(5,364
|
)
|
|
$
|
1,229
|
|
Period
|
Notional
(1)
|
|
Weighted Average Rate
|
|
(amounts in thousands)
|
||
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 amounts in effect during the period shown.
|
|
Asset derivatives
|
||||||||
(amounts in thousands)
|
Balance Sheet Location
|
|
July 1, 2017
|
|
December 31, 2016
|
||||
Derivatives not designated as hedging instruments:
|
|
|
|
|
|
||||
Foreign currency forward contracts
|
Other current assets
|
|
$
|
1,359
|
|
|
$
|
6,309
|
|
|
Liability derivatives
|
||||||||
|
Balance Sheet Location
|
|
July 1, 2017
|
|
December 31, 2016
|
||||
Derivatives designated as hedging instruments:
|
|
|
|
|
|
||||
Interest rate contracts
|
Accrued expenses and other current liabilities
|
|
$
|
6,457
|
|
|
$
|
9,050
|
|
|
Deferred credits and other liabilities
|
|
$
|
3,478
|
|
|
$
|
3,878
|
|
Derivatives not designated as hedging instruments:
|
|
|
|
|
|
||||
Foreign currency forward contracts
|
Accrued expenses and other current liabilities
|
|
$
|
7,477
|
|
|
$
|
691
|
|
|
July 1, 2017
|
||||||||||||||
(amounts in thousands)
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
Fair Value
|
||||||||
Cash equivalents
|
$
|
—
|
|
|
$
|
113,720
|
|
|
$
|
—
|
|
|
$
|
113,720
|
|
Derivative assets, recorded in other current assets
|
—
|
|
|
1,359
|
|
|
—
|
|
|
1,359
|
|
||||
Derivative liabilities, recorded in accrued expenses
|
—
|
|
|
(17,412
|
)
|
|
—
|
|
|
(17,412
|
)
|
||||
Total
|
$
|
—
|
|
|
$
|
97,667
|
|
|
$
|
—
|
|
|
$
|
97,667
|
|
|
December 31, 2016
|
||||||||||||||
(amounts in thousands)
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total Fair Value
|
||||||||
Cash 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)
|
July 1,
2017 |
|
December 31,
2016 |
||||
Self-insurance workers’ compensation
|
$
|
21,072
|
|
|
$
|
18,514
|
|
Liability and other insurance
|
14,932
|
|
|
15,884
|
|
||
Environmental
|
14,186
|
|
|
14,086
|
|
||
Other
|
13,951
|
|
|
14,070
|
|
||
|
$
|
64,141
|
|
|
$
|
62,554
|
|
(amounts in thousands)
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
Components of pension benefit expense - U.S. benefit plan
|
July 1,
2017 |
|
June 25,
2016 |
|
July 1,
2017 |
|
June 25,
2016 |
||||||||
Service cost
|
$
|
825
|
|
|
$
|
800
|
|
|
$
|
1,650
|
|
|
$
|
1,600
|
|
Interest cost
|
3,350
|
|
|
4,100
|
|
|
6,700
|
|
|
8,200
|
|
||||
Expected return on plan assets
|
(4,525
|
)
|
|
(5,050
|
)
|
|
(9,050
|
)
|
|
(10,100
|
)
|
||||
Amortization of net actuarial pension loss
|
3,000
|
|
|
3,075
|
|
|
6,000
|
|
|
6,150
|
|
||||
Pension benefit expense
|
$
|
2,650
|
|
|
$
|
2,925
|
|
|
$
|
5,300
|
|
|
$
|
5,850
|
|
(amounts in thousands)
|
Six Months Ended
|
||||||
|
July 1,
2017 |
|
June 25,
2016 |
||||
Non-cash Investing Activities:
|
|
|
|
||||
Property, equipment and intangibles purchased in accounts payable
|
$
|
8,731
|
|
|
$
|
2,730
|
|
Property and equipment purchased for debt
|
91
|
|
|
273
|
|
||
Customer accounts receivable converted to notes receivable
|
229
|
|
|
464
|
|
||
Non-cash Financing Activities:
|
|
|
|
||||
Prepaid insurance funded through short-term debt borrowings
|
$
|
—
|
|
|
$
|
2,954
|
|
Costs associated with initial public offering formerly capitalized in prepaid expenses
|
5,857
|
|
|
—
|
|
|
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
|
|
|
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 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
|
|
|
|
|
|
|
Six months ended
|
||||||||||
|
June 25, 2016
|
||||||||||
(amounts in thousands, except per share data)
|
As Reported
|
|
Adjustment
|
|
As Revised
|
||||||
Consolidated Statement of Operations:
|
|
|
|
|
|
||||||
Cost of sales
|
$
|
1,390,298
|
|
|
$
|
583
|
|
|
$
|
1,390,881
|
|
Gross margin
|
370,857
|
|
|
(583
|
)
|
|
370,274
|
|
|||
Selling, general and administrative
|
272,450
|
|
|
604
|
|
|
273,054
|
|
|||
Operating income
|
93,307
|
|
|
(1,187
|
)
|
|
92,120
|
|
|||
Income before taxes, equity earnings and discontinued operations
|
59,358
|
|
|
(1,187
|
)
|
|
58,171
|
|
|||
Income tax benefit
|
19,991
|
|
|
(6,375
|
)
|
|
13,616
|
|
|||
Income from continuing operations, net of tax
|
79,349
|
|
|
(7,562
|
)
|
|
71,787
|
|
|||
Net income
|
80,497
|
|
|
(7,562
|
)
|
|
72,935
|
|
|||
Net income (loss) attributable to common shareholders
|
2,389
|
|
|
(7,562
|
)
|
|
(5,173
|
)
|
|||
Weighted Average Common Shares *
|
|
|
|
|
|
||||||
Basic
|
17,956,433
|
|
|
|
|
17,956,433
|
|
||||
Diluted
|
21,103,830
|
|
|
|
|
17,956,433
|
|
||||
Earnings (loss) per share from continuing operations:
|
|
|
|
|
|
||||||
Basic
|
$
|
0.14
|
|
|
$
|
(0.42
|
)
|
|
$
|
(0.28
|
)
|
Diluted
|
$
|
0.12
|
|
|
$
|
(0.40
|
)
|
|
$
|
(0.28
|
)
|
Net earnings (loss) per share:
|
|
|
|
|
|
||||||
Basic
|
$
|
0.13
|
|
|
$
|
(0.42
|
)
|
|
$
|
(0.29
|
)
|
Diluted
|
$
|
0.12
|
|
|
$
|
(0.41
|
)
|
|
$
|
(0.29
|
)
|
* Adjusted for 11 for 1 stock split
|
|
|
|
|
|
|
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
|
|
|
Six months ended
|
||||||||||
|
June 25, 2016
|
||||||||||
(dollars in thousands)
|
As Reported
|
|
Adjustment
|
|
As Revised
|
||||||
Net income
|
$
|
80,497
|
|
|
$
|
(7,562
|
)
|
|
$
|
72,935
|
|
Income tax (benefit) expense
|
(19,991
|
)
|
|
6,375
|
|
|
(13,616
|
)
|
|||
Share-based compensation expense
|
10,077
|
|
|
540
|
|
|
10,617
|
|
|||
Adjusted EBITDA
|
174,550
|
|
|
(647
|
)
|
|
173,903
|
|
|
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
|
|
|
Six months ended
|
||||||||||||||||||||||
|
June 25, 2016
|
||||||||||||||||||||||
(dollars in thousands)
|
North
America
|
|
Europe
|
|
Australasia
|
|
Total Operating
Segments
|
|
Corporate
and
Unallocated
Costs
|
|
Total
Consolidated
|
||||||||||||
As Reported
|
$
|
107,485
|
|
|
$
|
58,986
|
|
|
$
|
23,158
|
|
|
$
|
189,629
|
|
|
$
|
(15,079
|
)
|
|
$
|
174,550
|
|
Adjustment
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(647
|
)
|
|
(647
|
)
|
||||||
As Revised
|
$
|
107,485
|
|
|
$
|
58,986
|
|
|
$
|
23,158
|
|
|
$
|
189,629
|
|
|
$
|
(15,726
|
)
|
|
$
|
173,903
|
|
•
|
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
|
||||||||||||
|
July 1, 2017
|
|
June 25, 2016
|
||||||||||
(dollars in thousands)
|
|
% of Net
Revenues
|
|
% of Net
Revenues
|
|||||||||
Net revenues
|
$
|
948,736
|
|
|
100.0
|
%
|
|
$
|
964,608
|
|
|
100.0
|
%
|
Cost of sales
|
712,998
|
|
|
75.2
|
%
|
|
752,457
|
|
|
78.0
|
%
|
||
Gross margin
|
235,738
|
|
|
24.8
|
%
|
|
212,151
|
|
|
22.0
|
%
|
||
Selling, general and administrative
|
151,464
|
|
|
16.0
|
%
|
|
141,062
|
|
|
14.6
|
%
|
||
Impairment and restructuring charges
|
554
|
|
|
0.1
|
%
|
|
2,119
|
|
|
0.2
|
%
|
||
Operating income
|
83,720
|
|
|
8.8
|
%
|
|
68,970
|
|
|
7.2
|
%
|
||
Interest expense, net
|
(17,547
|
)
|
|
(1.8
|
)%
|
|
(18,167
|
)
|
|
(1.9
|
)%
|
||
Other (expense) income
|
(2,765
|
)
|
|
(0.3
|
)%
|
|
505
|
|
|
0.1
|
%
|
||
Income before taxes, equity earnings and discontinued operations
|
63,408
|
|
|
6.7
|
%
|
|
51,308
|
|
|
5.3
|
%
|
||
Income tax (expense) benefit
|
(17,703
|
)
|
|
(1.9
|
)%
|
|
15,713
|
|
|
1.6
|
%
|
||
Income from continuing operations, net of tax
|
45,705
|
|
|
4.8
|
%
|
|
67,021
|
|
|
6.9
|
%
|
||
Equity earnings of non-consolidated entities
|
1,073
|
|
|
0.1
|
%
|
|
487
|
|
|
(0.1
|
)%
|
||
Loss from discontinued operations, net of tax
|
—
|
|
|
—
|
%
|
|
(618
|
)
|
|
0.1
|
%
|
||
Net income
|
$
|
46,778
|
|
|
4.9
|
%
|
|
$
|
66,890
|
|
|
6.9
|
%
|
|
Six Months Ended
|
||||||||||||
|
July 1, 2017
|
|
June 25, 2016
|
||||||||||
(dollars in thousands)
|
|
% of Net
Revenues
|
|
% of Net
Revenues
|
|||||||||
Net revenues
|
$
|
1,796,523
|
|
|
100.0
|
%
|
|
$
|
1,761,155
|
|
|
100.0
|
%
|
Cost of sales
|
1,374,814
|
|
|
76.5
|
%
|
|
1,390,881
|
|
|
79.0
|
%
|
||
Gross margin
|
421,709
|
|
|
23.5
|
%
|
|
370,274
|
|
|
21.0
|
%
|
||
Selling, general and administrative
|
298,543
|
|
|
16.6
|
%
|
|
273,054
|
|
|
15.5
|
%
|
||
Impairment and restructuring charges
|
1,756
|
|
|
0.1
|
%
|
|
5,100
|
|
|
0.3
|
%
|
||
Operating income
|
121,410
|
|
|
6.8
|
%
|
|
92,120
|
|
|
5.2
|
%
|
||
Interest expense, net
|
(44,439
|
)
|
|
(2.5
|
)%
|
|
(35,178
|
)
|
|
(2.0
|
)%
|
||
Other (expense) income
|
(5,364
|
)
|
|
(0.3
|
)%
|
|
1,229
|
|
|
0.1
|
%
|
||
Income before taxes, equity earnings and discontinued operations
|
71,607
|
|
|
4.0
|
%
|
|
58,171
|
|
|
3.3
|
%
|
||
Income tax (expense) benefit
|
(19,955
|
)
|
|
(1.1
|
)%
|
|
13,616
|
|
|
0.8
|
%
|
||
Income from continuing operations, net of tax
|
51,652
|
|
|
2.9
|
%
|
|
71,787
|
|
|
4.1
|
%
|
||
Equity earnings of non-consolidated entities
|
1,554
|
|
|
0.1
|
%
|
|
1,252
|
|
|
0.1
|
%
|
||
Loss from discontinued operations, net of tax
|
—
|
|
|
—
|
%
|
|
(104
|
)
|
|
—
|
%
|
||
Net income
|
$
|
53,206
|
|
|
3.0
|
%
|
|
$
|
72,935
|
|
|
4.1
|
%
|
|
|
Three Months Ended
|
|
|
|||||||
(dollars in thousands)
|
|
July 1,
2017 |
|
June 25,
2016 |
|
|
|||||
Net revenues from external customers
|
|
|
|
|
|
% Variance
|
|||||
North America
|
|
$
|
551,685
|
|
|
$
|
567,435
|
|
|
(2.8
|
)%
|
Europe
|
|
258,889
|
|
|
266,775
|
|
|
(3.0
|
)%
|
||
Australasia
|
|
138,162
|
|
|
130,398
|
|
|
6.0
|
%
|
||
Total Consolidated
|
|
$
|
948,736
|
|
|
$
|
964,608
|
|
|
(1.6
|
)%
|
Percentage of total consolidated net revenues
|
|
|
|
|
|
|
|||||
North America
|
|
58.1
|
%
|
|
58.8
|
%
|
|
|
|||
Europe
|
|
27.3
|
%
|
|
27.7
|
%
|
|
|
|||
Australasia
|
|
14.6
|
%
|
|
13.5
|
%
|
|
|
|||
Total Consolidated
|
|
100.0
|
%
|
|
100.0
|
%
|
|
|
|||
Adjusted EBITDA
(1)
|
|
|
|
|
|
|
|||||
North America
|
|
$
|
79,830
|
|
|
$
|
75,786
|
|
|
5.3
|
%
|
Europe
|
|
37,065
|
|
|
34,290
|
|
|
8.1
|
%
|
||
Australasia
|
|
17,335
|
|
|
14,239
|
|
|
21.7
|
%
|
||
Corporate and Unallocated costs
|
|
(8,903
|
)
|
|
(11,568
|
)
|
|
(23.0
|
)%
|
||
Total Consolidated
|
|
$
|
125,327
|
|
|
$
|
112,747
|
|
|
11.2
|
%
|
Adjusted EBITDA as a percentage of segment net revenues
|
|
|
|
|
|
|
|||||
North America
|
|
14.5
|
%
|
|
13.4
|
%
|
|
|
|||
Europe
|
|
14.3
|
%
|
|
12.9
|
%
|
|
|
|||
Australasia
|
|
12.5
|
%
|
|
10.9
|
%
|
|
|
|||
Total Consolidated
|
|
13.2
|
%
|
|
11.7
|
%
|
|
|
(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
.
|
|
|
Six Months Ended
|
|
|
|||||||
(dollars in thousands)
|
|
July 1,
2017 |
|
June 25,
2016 |
|
|
|||||
Net revenues from external customers
|
|
|
|
|
|
% Variance
|
|||||
North America
|
|
$
|
1,035,782
|
|
|
$
|
1,027,660
|
|
|
0.8
|
%
|
Europe
|
|
501,211
|
|
|
505,324
|
|
|
(0.8
|
)%
|
||
Australasia
|
|
259,530
|
|
|
228,171
|
|
|
13.7
|
%
|
||
Total Consolidated
|
|
$
|
1,796,523
|
|
|
$
|
1,761,155
|
|
|
2.0
|
%
|
Percentage of total consolidated net revenues
|
|
|
|
|
|
|
|||||
North America
|
|
57.7
|
%
|
|
58.4
|
%
|
|
|
|||
Europe
|
|
27.9
|
%
|
|
28.7
|
%
|
|
|
|||
Australasia
|
|
14.4
|
%
|
|
13.0
|
%
|
|
|
|||
Total Consolidated
|
|
100.0
|
%
|
|
100.0
|
%
|
|
|
|||
Adjusted EBITDA
(1)
|
|
|
|
|
|
|
|||||
North America
|
|
$
|
130,008
|
|
|
$
|
107,485
|
|
|
21.0
|
%
|
Europe
|
|
64,270
|
|
|
58,986
|
|
|
9.0
|
%
|
||
Australasia
|
|
30,584
|
|
|
23,158
|
|
|
32.1
|
%
|
||
Corporate and Unallocated costs
|
|
(18,573
|
)
|
|
(15,726
|
)
|
|
18.1
|
%
|
||
Total Consolidated
|
|
$
|
206,289
|
|
|
$
|
173,903
|
|
|
18.6
|
%
|
Adjusted EBITDA as a percentage of segment net revenues
|
|
|
|
|
|
|
|||||
North America
|
|
12.6
|
%
|
|
10.5
|
%
|
|
|
|||
Europe
|
|
12.8
|
%
|
|
11.7
|
%
|
|
|
|||
Australasia
|
|
11.8
|
%
|
|
10.1
|
%
|
|
|
|||
Total Consolidated
|
|
11.5
|
%
|
|
9.9
|
%
|
|
|
(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
.
|
|
|
Six Months Ended
|
||||||
(amounts in thousands)
|
|
July 1,
2017 |
|
June 25,
2016 |
||||
Cash provided by (used in):
|
|
|
|
|
||||
Operating activities
|
|
$
|
66,151
|
|
|
$
|
12,593
|
|
Investing activities
|
|
(38,757
|
)
|
|
(63,883
|
)
|
||
Financing activities
|
|
90,609
|
|
|
(6,048
|
)
|
||
Effect of changes in exchange rates on cash and cash equivalents
|
|
6,959
|
|
|
184
|
|
||
Net change in cash and cash equivalents
|
|
$
|
124,962
|
|
|
$
|
(57,154
|
)
|
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
|
EXECUTIVE
Name:
Title:
|
|
JELD-WEN HOLDING, INC.
Mark A Beck:
President and Chief Executive Officer:
|
|
Other Differences in Mark A. Beck’s Employment Agreement
from the Form Agreement
|
Revised last sentence of Section 1(b) to refer to Board and addition of sentence to that section
|
During the Term of Employment, Executive shall report solely and directly to the Board. While he remains an employee of the Company, Executive shall be nominated for re-election to the Board at the conclusion of each term of his service as a director. Executive shall resign from the Board, and from the board of directors or similar governing body of any affiliate of the Company, upon termination of employment.
|
Addition of Section 4(d)
|
Executive and his immediate family members will be entitled to use of the Company’s aircraft for personal use (including use by the Executive’s son even if not accompanied by the Executive), with the value of such aircraft usage not to exceed $150,000 per annum.
|
Section 5(d)(3)(i)(B) – reporting to Board rather than to CEO
|
or a change in the reporting structure so that Executive reports to someone other than the Board or is subject to the direct or indirect authority or control of a person or entity other than the Board;
|
EXECUTIVE
/s/ John A. Dinger
John A. Dinger:
|
|
JELD-WEN HOLDING, INC.
/s/ Mark A. Beck
Mark A. Beck:
President and Chief Executive Officer:
|
1.
|
I have reviewed this Quarterly Report on Form 10-Q for the fiscal period ended
July 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
July 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.
|