Delaware
(State or other jurisdiction of
incorporation or organization)
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93-1273278
(I.R.S. Employer
Identification No.)
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Large accelerated filer
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x
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Accelerated filer
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o
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Non-accelerated filer
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o
(Do not check if a smaller reporting company)
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Smaller reporting company
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o
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Emerging growth company
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o
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2016 Dividend
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Means (i) the borrowing of an additional $375 million under our Term Loan Facility and (ii) the application of approximately $35 million in cash and borrowings under our ABL Facility for the purpose of making payments of approximately $400 million to holders of our outstanding common stock, Series A Convertible Preferred Stock, Class B-1 Common Stock, options, and Restricted Stock Units, or “RSUs”
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A&L
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A&L Windows Pty Ltd
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ABL Facility
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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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ABS
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American Building Supply, Inc.
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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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ASC
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Accounting Standards Codification
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ASU
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Accounting Standards Update
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AUD
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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
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Amended and Restated Bylaws of JELD-WEN Holding, Inc.
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CAP
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Cleanup Action Plan
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Charter
|
Restated Certificate of Incorporation of JELD-WEN Holding, Inc.
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Class B-1 Common Stock
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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
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CraftMaster Manufacturing Inc.
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COA
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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
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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 as well as other acquired term loans and revolving credit facilities
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DKK
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Danish Krone
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Domoferm
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The Domoferm Group of companies
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Dooria
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Dooria AS
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EPA
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The U.S. Environmental Protection Agency
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ERP
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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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Euro Revolving Facility
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Our €39 million revolving credit facility, dated as of January 30, 2015 and as amended from time to time, with JELD-WEN ApS, as borrower, Danske Bank A/S and Nordea Bank Danmark A/S as lenders
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Exchange Act
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Securities Exchange Act of 1934, as amended
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FASB
|
Financial Accounting Standards Board
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Form 10-K
|
Annual Report on Form 10-K for the fiscal year ended December 31, 2017
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GAAP
|
Generally Accepted Accounting Principles in the United States
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IBOR
|
Interbank Offered Rate
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IPO
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The initial public offering of our shares, as further described in this Form 10-Q
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JELD-WEN
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JELD-WEN Holding, Inc.
,
together with its consolidated subsidiaries where the context requires
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JEM
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JELD-WEN Excellence Model
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JWA
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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
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JELD-WEN, Inc., a Delaware corporation
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Kolder
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Kolder Group
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LIBOR
|
London Interbank Offered Rate
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Mattiovi
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Mattiovi Oy
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MMI Door
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Milliken Millwork, Inc.
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MD&A
|
Management’s Discussion and Analysis of Financial Condition and Results of Operations
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NRD
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Natural Resource Damage Trustee Council
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NYSE
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New York Stock Exchange
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Onex
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Onex Partners III LP and certain affiliates
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PaDEP
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Pennsylvania Department of Environmental Protection
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Preferred Stock
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90,000,000 shares of Preferred Stock, par value $0.01 per share, authorized under our Charter
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R&R
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Repair and remodel
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RSU
|
Restricted stock units
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Sarbanes-Oxley
|
Sarbanes-Oxley Act of 2002, as amended
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SEC
|
Securities and Exchange Commission
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Securities Act
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Securities Act of 1933, as amended
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Senior Notes
|
$800.0 million of unsecured notes issued in December 2017 in a private placement in two tranches: $400.0 million bearing interest at 4.625% and maturing in December 2025 and $400.0 million bearing interest at 4.875% and maturing in December 2027
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Series A Convertible Preferred Stock
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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 $0.01 per share, all of which were converted into shares of our common stock on February 1, 2017
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SG&A
|
Selling, general, and administrative expenses
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Tax Act
|
Tax Cuts and Jobs Creation Act
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Term Loan Facility
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Our term loan facility, dated as of October 15, 2014, as amended from time to time with JWI, as borrower, the guarantors party thereto, a syndicate of lenders, and Bank of America, N.A., as administrative agent
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Trend
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Trend Windows & Doors Pty. Ltd.
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U.S.
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United States of America
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WADOE
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Washington State Department of Ecology
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Three Months Ended
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||||||
(amounts in thousands, except share and per share data)
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March 31,
2018 |
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April 1,
2017 |
||||
Net revenues
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$
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946,179
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$
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847,853
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Cost of sales
|
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740,326
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666,166
|
|
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Gross margin
|
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205,853
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|
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181,687
|
|
||
Selling, general and administrative
|
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164,714
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|
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139,664
|
|
||
Impairment and restructuring charges
|
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2,974
|
|
|
1,202
|
|
||
Operating income
|
|
38,165
|
|
|
40,821
|
|
||
Interest expense, net
|
|
15,661
|
|
|
26,892
|
|
||
Gain on previously held shares of an equity investment
|
|
(20,767
|
)
|
|
—
|
|
||
Other expense
|
|
7,763
|
|
|
5,730
|
|
||
Income before taxes, equity earnings
|
|
35,508
|
|
|
8,199
|
|
||
Income tax (benefit) expense
|
|
(4,025
|
)
|
|
2,252
|
|
||
Income from continuing operations, net of tax
|
|
39,533
|
|
|
5,947
|
|
||
Equity earnings of non-consolidated entities
|
|
738
|
|
|
481
|
|
||
Net income
|
|
$
|
40,271
|
|
|
$
|
6,428
|
|
Less net income attributable to non-controlling interest
|
|
6
|
|
|
—
|
|
||
Convertible preferred stock dividends
|
|
—
|
|
|
10,462
|
|
||
Net income (loss) attributable to common shareholders
|
|
$
|
40,265
|
|
|
$
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(4,034
|
)
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|
|
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||||
Weighted average common shares outstanding
|
|
|
|
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||||
Basic
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106,146,655
|
|
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74,295,248
|
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Diluted
|
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108,867,800
|
|
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74,295,248
|
|
||
Net income (loss) per share
|
|
|
|
|
||||
Basic
|
|
$
|
0.38
|
|
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$
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(0.05
|
)
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Diluted
|
|
$
|
0.37
|
|
|
$
|
(0.05
|
)
|
|
|
Three Months Ended
|
||||||
(amounts in thousands)
|
|
March 31,
2018 |
|
April 1,
2017 |
||||
Net income
|
|
$
|
40,271
|
|
|
$
|
6,428
|
|
Other comprehensive income, net of tax:
|
|
|
|
|
||||
Foreign currency translation adjustments, net of tax of $0
|
|
19,514
|
|
|
17,602
|
|
||
Interest rate hedge adjustments, net of tax expense of $0, and $962, respectively
|
|
519
|
|
|
2,135
|
|
||
Defined benefit pension plans, net of tax expense of $996 and $799, respectively
|
|
2,004
|
|
|
2,106
|
|
||
Total other comprehensive income, net of tax
|
|
22,037
|
|
|
21,843
|
|
||
Comprehensive income
|
|
$
|
62,308
|
|
|
$
|
28,271
|
|
(amounts in thousands, except share and per share data)
|
|
March 31,
2018 |
|
December 31,
2017 |
||||
ASSETS
|
|
|
|
|
||||
Current assets
|
|
|
|
|
||||
Cash and cash equivalents
|
|
$
|
102,972
|
|
|
$
|
220,175
|
|
Restricted cash
|
|
328
|
|
|
36,059
|
|
||
Accounts receivable, net
|
|
578,183
|
|
|
453,251
|
|
||
Inventories
|
|
545,575
|
|
|
405,353
|
|
||
Other current assets
|
|
54,705
|
|
|
30,403
|
|
||
Total current assets
|
|
1,281,763
|
|
|
1,145,241
|
|
||
Property and equipment, net
|
|
812,955
|
|
|
756,711
|
|
||
Deferred tax assets
|
|
193,650
|
|
|
183,726
|
|
||
Goodwill
|
|
617,504
|
|
|
549,063
|
|
||
Intangible assets, net
|
|
232,037
|
|
|
166,313
|
|
||
Other assets
|
|
33,794
|
|
|
61,886
|
|
||
Total assets
|
|
$
|
3,171,703
|
|
|
$
|
2,862,940
|
|
LIABILITIES AND EQUITY
|
|
|
|
|
||||
Current liabilities
|
|
|
|
|
||||
Accounts payable
|
|
$
|
303,493
|
|
|
$
|
259,934
|
|
Accrued payroll and benefits
|
|
143,936
|
|
|
122,212
|
|
||
Accrued expenses and other current liabilities
|
|
181,327
|
|
|
186,605
|
|
||
Notes payable and current maturities of long-term debt
|
|
25,298
|
|
|
8,770
|
|
||
Total current liabilities
|
|
654,054
|
|
|
577,521
|
|
||
Long-term debt
|
|
1,445,810
|
|
|
1,264,933
|
|
||
Unfunded pension liability
|
|
116,416
|
|
|
116,586
|
|
||
Deferred credits and other liabilities
|
|
87,016
|
|
|
102,614
|
|
||
Deferred tax liabilities
|
|
16,359
|
|
|
9,249
|
|
||
Total liabilities
|
|
2,319,655
|
|
|
2,070,903
|
|
||
Commitments and contingencies
(Note 23)
|
|
|
|
|
||||
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, 106,220,558 shares outstanding as of March 31, 2018; 900,000,000 shares authorized, par value $0.01 per share, 105,990,483 shares outstanding as of December 31, 2017
|
|
1,062
|
|
|
1,060
|
|
||
Additional paid-in capital
|
|
650,551
|
|
|
652,666
|
|
||
Retained earnings
|
|
273,923
|
|
|
233,658
|
|
||
Accumulated other comprehensive loss
|
|
(73,310
|
)
|
|
(95,347
|
)
|
||
Total shareholders’ equity attributable to common shareholders
|
|
852,226
|
|
|
792,037
|
|
||
Non-controlling interest
|
|
(178
|
)
|
|
—
|
|
||
Total shareholders’ equity
|
|
852,048
|
|
|
792,037
|
|
||
Total liabilities and shareholders’ equity
|
|
$
|
3,171,703
|
|
|
$
|
2,862,940
|
|
|
March 31, 2018
|
|
April 1, 2017
|
||||||||||
(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
|
105,990,483
|
|
|
$
|
1,060
|
|
|
17,894,393
|
|
|
$
|
178
|
|
Shares issued for exercise/vesting of share-based compensation awards
|
338,692
|
|
|
3
|
|
|
56,391
|
|
|
1
|
|
||
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
|
(108,617
|
)
|
|
(1
|
)
|
|
—
|
|
|
—
|
|
||
Shares issued in initial public offering
|
—
|
|
|
—
|
|
|
22,272,727
|
|
|
223
|
|
||
Balance at period end
|
106,220,558
|
|
|
1,062
|
|
|
104,744,087
|
|
|
1,047
|
|
||
Class B-1 Common Stock
|
|
|
|
|
|
|
|
||||||
Balance as of January 1
|
—
|
|
|
—
|
|
|
177,221
|
|
|
1
|
|
||
Class B-1 Common stock converted to common
|
—
|
|
|
—
|
|
|
(177,221
|
)
|
|
(1
|
)
|
||
Balance at period end
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||
Balance at period end
|
|
|
$
|
1,062
|
|
|
|
|
$
|
1,047
|
|
||
Additional paid-in capital
|
|
|
|
|
|
|
|
||||||
Balance as of January 1
|
|
|
$
|
653,327
|
|
|
|
|
$
|
37,205
|
|
||
Shares issued for exercise/vesting of share-based compensation awards
|
|
|
189
|
|
|
|
|
596
|
|
||||
Shares surrendered for tax obligations for employee share-based transactions
|
|
|
(4,119
|
)
|
|
|
|
—
|
|
||||
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
|
|
|
1,822
|
|
|
|
|
4,828
|
|
||||
Balance at period end
|
|
|
651,219
|
|
|
|
|
666,183
|
|
||||
Employee stock notes
|
|
|
|
|
|
|
|
||||||
Balance as of January 1
|
|
|
(661
|
)
|
|
|
|
(843
|
)
|
||||
Net issuances, payments and accrued interest on notes
|
|
|
(7
|
)
|
|
|
|
(6
|
)
|
||||
Balance at period end
|
|
|
(668
|
)
|
|
|
|
(849
|
)
|
||||
Balance at period end
|
|
|
$
|
650,551
|
|
|
|
|
$
|
665,334
|
|
||
Retained earnings
|
|
|
|
|
|
|
|
||||||
Balance as of January 1
|
|
|
$
|
233,658
|
|
|
|
|
$
|
222,232
|
|
||
Adoption of new accounting standard ASU 2016-09
|
|
|
—
|
|
|
|
|
635
|
|
||||
Net income
|
|
|
40,265
|
|
|
|
|
6,428
|
|
||||
Balance at period end
|
|
|
$
|
273,923
|
|
|
|
|
$
|
229,295
|
|
|
March 31, 2018
|
|
April 1, 2017
|
||||||||
|
Shares
|
|
Amount
|
|
Shares
|
|
Amount
|
||||
Accumulated other comprehensive (loss) income
|
|
|
|
|
|
|
|
||||
Foreign currency adjustments
|
|
|
|
|
|
|
|
||||
Balance as of January 1
|
|
|
$
|
21,985
|
|
|
|
|
$
|
(65,949
|
)
|
Change during period
|
|
|
19,514
|
|
|
|
|
17,602
|
|
||
Balance at end of period
|
|
|
41,499
|
|
|
|
|
(48,347
|
)
|
||
Unrealized (loss) gain on interest rate hedges
|
|
|
|
|
|
|
|
||||
Balance as of January 1
|
|
|
(8,810
|
)
|
|
|
|
(13,296
|
)
|
||
Change during period
|
|
|
519
|
|
|
|
|
2,135
|
|
||
Balance at end of period
|
|
|
(8,291
|
)
|
|
|
|
(11,161
|
)
|
||
Net actuarial pension (loss) gain
|
|
|
|
|
|
|
|
||||
Balance as of January 1
|
|
|
(108,522
|
)
|
|
|
|
(117,937
|
)
|
||
Change during period
|
|
|
2,004
|
|
|
|
|
2,106
|
|
||
Balance at end of period
|
|
|
(106,518
|
)
|
|
|
|
(115,831
|
)
|
||
Balance at period end
|
|
|
$
|
(73,310
|
)
|
|
|
|
$
|
(175,339
|
)
|
Non-controlling interest
|
|
|
|
|
|
|
|
||||
Balance as of January 1
|
|
|
$
|
—
|
|
|
|
|
$
|
—
|
|
Acquisition of non-controlling interest
|
|
|
(184
|
)
|
|
|
|
—
|
|
||
Net Income
|
|
|
6
|
|
|
|
|
—
|
|
||
Balance at period end
|
|
|
$
|
(178
|
)
|
|
|
|
$
|
—
|
|
Total shareholders’ equity at end of period
|
|
|
$
|
852,048
|
|
|
|
|
$
|
720,337
|
|
|
|
Three Months Ended
|
||||||
(amounts in thousands)
|
|
March 31,
2018 |
|
April 1,
2017 |
||||
OPERATING ACTIVITIES
|
|
|
|
|
||||
Net income
|
|
$
|
40,271
|
|
|
$
|
6,428
|
|
Adjustments to reconcile net income to cash used in operating activities:
|
|
|
|
|
||||
Depreciation and amortization
|
|
28,459
|
|
|
27,062
|
|
||
Deferred income taxes
|
|
(8,880
|
)
|
|
(595
|
)
|
||
Loss on sale of business units, property and equipment
|
|
243
|
|
|
138
|
|
||
Adjustment to carrying value of assets
|
|
636
|
|
|
—
|
|
||
Equity earnings in non-consolidated entities
|
|
(738
|
)
|
|
(481
|
)
|
||
Amortization of deferred financing costs
|
|
506
|
|
|
6,319
|
|
||
Non-cash gain on previously held shares of an equity investment
|
|
(20,767
|
)
|
|
—
|
|
||
Stock-based compensation
|
|
1,951
|
|
|
5,444
|
|
||
Other items, net
|
|
15,328
|
|
|
(3,785
|
)
|
||
Net change in operating assets and liabilities, net of effect of acquisitions:
|
|
|
|
|
||||
Accounts receivable
|
|
(63,602
|
)
|
|
(27,260
|
)
|
||
Inventories
|
|
(41,701
|
)
|
|
(27,409
|
)
|
||
Other assets
|
|
(11,677
|
)
|
|
1,691
|
|
||
Accounts payable and accrued expenses
|
|
(5,341
|
)
|
|
3,203
|
|
||
Net cash used in operating activities
|
|
(65,312
|
)
|
|
(9,245
|
)
|
||
INVESTING ACTIVITIES
|
|
|
|
|
||||
Purchases of property and equipment
|
|
(26,565
|
)
|
|
(9,236
|
)
|
||
Proceeds from sale of business units, property and equipment
|
|
1,130
|
|
|
360
|
|
||
Purchase of intangible assets
|
|
(871
|
)
|
|
(566
|
)
|
||
Purchases of businesses, net of cash acquired
|
|
(165,687
|
)
|
|
—
|
|
||
Cash received in notes receivable
|
|
163
|
|
|
1,706
|
|
||
Net cash used in investing activities
|
|
(191,830
|
)
|
|
(7,736
|
)
|
||
FINANCING ACTIVITIES
|
|
|
|
|
||||
Change in long-term debt
|
|
111,710
|
|
|
(382,064
|
)
|
||
Borrowings on notes payable
|
|
—
|
|
|
(45
|
)
|
||
Common stock issued for exercise of options
|
|
192
|
|
|
596
|
|
||
Payments to tax authority for employee share-based compensation
|
|
(4,488
|
)
|
|
—
|
|
||
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 financing activities
|
|
107,414
|
|
|
98,307
|
|
||
Effect of foreign currency exchange rates on cash
|
|
(3,206
|
)
|
|
1,710
|
|
||
Net (decrease) increase in cash and cash equivalents
|
|
(152,934
|
)
|
|
83,036
|
|
||
Cash, cash equivalents and restricted cash, beginning
|
|
256,234
|
|
|
103,452
|
|
||
Cash, cash equivalents and restricted cash, ending
|
|
$
|
103,300
|
|
|
$
|
186,488
|
|
|
Three Months Ended
|
||||||||||||||||||
|
April 1, 2017
|
||||||||||||||||||
(amounts in thousands, except per share data)
|
As Reported
|
|
Revision
|
|
ASU 2017-07
|
|
Re-classification
*
|
|
As Revised
|
||||||||||
Consolidated Statement of Operations:
|
|
|
|
|
|
|
|
|
|
||||||||||
Net revenues
|
$
|
847,787
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
66
|
|
|
$
|
847,853
|
|
Cost of sales
|
661,816
|
|
|
4,606
|
|
|
—
|
|
|
(256
|
)
|
|
666,166
|
|
|||||
Gross margin
|
185,971
|
|
|
(4,606
|
)
|
|
—
|
|
|
322
|
|
|
181,687
|
|
|||||
Selling, general and administrative
|
147,079
|
|
|
(4,606
|
)
|
|
(2,809
|
)
|
|
—
|
|
|
139,664
|
|
|||||
Operating income
|
37,690
|
|
|
—
|
|
|
2,809
|
|
|
322
|
|
|
40,821
|
|
|||||
Other expense
|
2,599
|
|
|
—
|
|
|
2,809
|
|
|
322
|
|
|
5,730
|
|
|
April 1, 2017
|
||||||||||
(amounts in thousands)
|
As Reported
|
|
Retrospective Application
|
|
As Revised
|
||||||
Cash, cash equivalents and restricted cash, beginning
|
$
|
102,701
|
|
|
$
|
751
|
|
|
$
|
103,452
|
|
Cash, cash equivalents and restricted cash, ending
|
185,505
|
|
|
983
|
|
|
186,488
|
|
|||
Effect of foreign currency exchange rates on cash
|
1,718
|
|
|
(8
|
)
|
|
1,710
|
|
|||
Net change in other assets
|
1,451
|
|
|
240
|
|
|
1,691
|
|
•
|
In March 2018, we acquired the remaining issued and outstanding shares and membership interests of ABS, a premier supplier of value-added services for the millwork industry located in Sacramento, California. ABS is now part of our North America segment.
|
•
|
In February 2018, we acquired all of the issued and outstanding shares of A&L, a leading manufacturer of residential aluminum windows and patio doors. A&L is now part of our Australasia segment.
|
•
|
In February 2018, we acquired the Domoferm Group of companies from Domoferm International GmbH. The Domoferm Group of companies is a leading provider of steel doors, steel door frames, and fire doors for commercial and residential markets. Domoferm is now part of our Europe segment.
|
(amounts in thousands)
|
Preliminary Allocation
|
||
Fair value of identifiable assets and liabilities:
|
|
||
Accounts receivable
|
$
|
58,714
|
|
Inventories
|
96,771
|
|
|
Other assets
|
22,152
|
|
|
Property and equipment
|
52,815
|
|
|
Identifiable intangible assets
|
70,057
|
|
|
Goodwill
|
62,399
|
|
|
Total assets
|
$
|
362,908
|
|
Accounts payable
|
29,512
|
|
|
Current maturities of long-term debt
|
17,278
|
|
|
Other current liabilities
|
27,471
|
|
|
Long-term debt
|
47,369
|
|
|
Other liabilities
|
17,735
|
|
|
Non-controlling interest
|
(184
|
)
|
|
Total liabilities
|
$
|
139,181
|
|
Purchase Price:
|
|
||
Cash consideration, net of cash acquired
|
$
|
165,687
|
|
Contingent consideration
|
3,898
|
|
|
Gain on previously held shares
|
20,767
|
|
|
Existing investment in acquired entity
|
33,483
|
|
|
Non-cash consideration related to acquired intercompany balances
|
(108
|
)
|
|
Total consideration, net of cash acquired
|
$
|
223,727
|
|
(amounts in thousands)
|
March 31,
2018 |
|
December 31,
2017 |
||||
Raw materials
|
$
|
312,048
|
|
|
$
|
283,772
|
|
Work in process
|
42,307
|
|
|
35,734
|
|
||
Finished goods
|
191,220
|
|
|
85,847
|
|
||
Total inventories
|
$
|
545,575
|
|
|
$
|
405,353
|
|
(amounts in thousands)
|
March 31,
2018 |
|
December 31,
2017 |
||||
Property and equipment
|
$
|
1,941,919
|
|
|
$
|
1,863,624
|
|
Accumulated depreciation
|
(1,128,964
|
)
|
|
(1,106,913
|
)
|
||
Total property and equipment, net
|
$
|
812,955
|
|
|
$
|
756,711
|
|
|
|
Three Months Ended
|
||||||
(amounts in thousands)
|
|
March 31,
2018 |
|
April 1,
2017 |
||||
Cost of sales
|
|
$
|
19,983
|
|
|
$
|
18,895
|
|
Selling, general and administrative
|
|
1,998
|
|
|
2,090
|
|
||
Total depreciation expense
|
|
$
|
21,981
|
|
|
$
|
20,985
|
|
(amounts in thousands)
|
North
America
|
|
Europe
|
|
Australasia
|
|
Total
Reportable
Segments
|
||||||||
Balance as of January 1
|
$
|
201,560
|
|
|
$
|
268,162
|
|
|
$
|
79,341
|
|
|
$
|
549,063
|
|
Acquisitions
|
17,645
|
|
|
30,167
|
|
|
14,587
|
|
|
62,399
|
|
||||
Acquisition remeasurements
|
291
|
|
|
—
|
|
|
—
|
|
|
291
|
|
||||
Currency translation
|
(175
|
)
|
|
7,396
|
|
|
(1,470
|
)
|
|
5,751
|
|
||||
Balance at end of period
|
$
|
219,321
|
|
|
$
|
305,725
|
|
|
$
|
92,458
|
|
|
$
|
617,504
|
|
(amounts in thousands)
|
March 31,
2018 |
|
December 31,
2017 |
||||
Trademarks and trade names
|
$
|
55,586
|
|
|
$
|
38,600
|
|
Software
|
45,547
|
|
|
35,191
|
|
||
Patents, licenses and rights
|
80,942
|
|
|
47,385
|
|
||
Customer relationships and agreements
|
115,678
|
|
|
105,485
|
|
||
Total amortizable intangibles
|
$
|
297,753
|
|
|
$
|
226,661
|
|
Accumulated amortization
|
(65,716
|
)
|
|
(60,348
|
)
|
||
Total intangibles, net
|
$
|
232,037
|
|
|
$
|
166,313
|
|
|
|
Three Months Ended
|
||||||
(amounts in thousands)
|
|
March 31,
2018 |
|
April 1,
2017 |
||||
Amortization expense
|
|
$
|
4,702
|
|
|
$
|
3,881
|
|
(amounts in thousands)
|
March 31,
2018 |
|
December 31,
2017 |
||||
Customer displays
|
$
|
15,021
|
|
|
$
|
12,702
|
|
Deposits
|
6,470
|
|
|
3,640
|
|
||
Long-term notes receivable
|
4,978
|
|
|
4,984
|
|
||
Overfunded pension benefit obligation
|
1,962
|
|
|
1,903
|
|
||
Other prepaid expenses
|
1,774
|
|
|
1,869
|
|
||
Debt issuance costs on unused portion of revolver facility
|
1,506
|
|
|
2,045
|
|
||
Other long-term accounts receivable
|
1,666
|
|
|
1,556
|
|
||
Investments
|
417
|
|
|
33,187
|
|
||
Total other assets
|
$
|
33,794
|
|
|
$
|
61,886
|
|
(amounts in thousands)
|
March 31,
2018 |
|
December 31,
2017 |
||||
Accrued sales and advertising rebates
|
$
|
59,672
|
|
|
$
|
73,585
|
|
Other accrued taxes
|
26,937
|
|
|
19,996
|
|
||
Accrued expenses
|
22,924
|
|
|
27,667
|
|
||
Current portion of warranty liability
(Note 10)
|
20,843
|
|
|
19,547
|
|
||
Current portion of deferred revenue
(Note 15)
|
13,046
|
|
|
9,970
|
|
||
Accrued interest payable
|
11,645
|
|
|
1,945
|
|
||
Current portion of accrued claim costs relating to self-insurance programs
|
11,519
|
|
|
12,866
|
|
||
Current portion of accrued income taxes payable
|
7,298
|
|
|
10,962
|
|
||
Current portion of restructuring accrual
(Note 18)
|
5,317
|
|
|
7,162
|
|
||
Current portion of derivative liability
(Note 20)
|
2,126
|
|
|
2,905
|
|
||
Total accrued expenses and other current liabilities
|
$
|
181,327
|
|
|
$
|
186,605
|
|
(amounts in thousands)
|
March 31,
2018 |
|
April 1,
2017 |
||||
Balance as of January 1
|
$
|
46,256
|
|
|
$
|
45,398
|
|
Current period expense
|
6,049
|
|
|
4,549
|
|
||
Liabilities assumed due to acquisition
|
1,541
|
|
|
—
|
|
||
Experience adjustments
|
336
|
|
|
1,116
|
|
||
Payments
|
(6,830
|
)
|
|
(4,984
|
)
|
||
Currency translation
|
(124
|
)
|
|
127
|
|
||
Balance as of end of period
|
47,228
|
|
|
46,206
|
|
||
Current portion
|
(20,843
|
)
|
|
(18,921
|
)
|
||
Long-term portion
|
$
|
26,385
|
|
|
$
|
27,285
|
|
(amounts in thousands)
|
March 31, 2018 Interest Rate
|
|
March 31,
2018 |
|
December 31,
2017 |
||||
Senior notes
|
4.63% - 4.88%
|
|
$
|
800,000
|
|
|
$
|
800,000
|
|
Term loans
|
0.78% - 5.64%
|
|
497,363
|
|
|
440,568
|
|
||
Revolving credit facilities
|
0.67% - 5.00%
|
|
113,779
|
|
|
—
|
|
||
Mortgage notes
|
1.65%
|
|
34,071
|
|
|
33,517
|
|
||
Installment notes
|
0.99% - 8.29%
|
|
37,615
|
|
|
10,290
|
|
||
Installment notes for stock
|
3.00% - 4.75%
|
|
1,097
|
|
|
1,944
|
|
||
Unamortized debt issuance costs
|
|
|
(12,817
|
)
|
|
(12,616
|
)
|
||
|
|
|
1,471,108
|
|
|
1,273,703
|
|
||
Current maturities of long-term debt
|
|
|
(25,298
|
)
|
|
(8,770
|
)
|
||
Long-term debt
|
|
|
$
|
1,445,810
|
|
|
$
|
1,264,933
|
|
(amounts in thousands)
|
North
America
|
|
Europe
|
|
Australasia
|
|
Total Operating
Segments
|
|
Corporate
and
Unallocated
Costs
|
|
Total
Consolidated
|
||||||||||||
Three Months Ended March 31, 2018
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Total net revenues
|
$
|
498,333
|
|
|
$
|
302,469
|
|
|
$
|
148,700
|
|
|
$
|
949,502
|
|
|
$
|
—
|
|
|
$
|
949,502
|
|
Intersegment net revenues
|
(392
|
)
|
|
(782
|
)
|
|
(2,149
|
)
|
|
(3,323
|
)
|
|
—
|
|
|
(3,323
|
)
|
||||||
Net revenues from external customers
|
$
|
497,941
|
|
|
$
|
301,687
|
|
|
$
|
146,551
|
|
|
$
|
946,179
|
|
|
$
|
—
|
|
|
$
|
946,179
|
|
Impairment and restructuring charges
|
2,756
|
|
|
248
|
|
|
1,340
|
|
|
4,344
|
|
|
(1,370
|
)
|
|
2,974
|
|
||||||
Adjusted EBITDA
|
47,035
|
|
|
33,807
|
|
|
16,742
|
|
|
97,584
|
|
|
(9,752
|
)
|
|
87,832
|
|
||||||
Three Months Ended April 1, 2017
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Total net revenues
|
$
|
484,630
|
|
|
$
|
242,668
|
|
|
$
|
124,342
|
|
|
$
|
851,640
|
|
|
$
|
—
|
|
|
$
|
851,640
|
|
Intersegment net revenues
|
(467
|
)
|
|
(346
|
)
|
|
(2,974
|
)
|
|
(3,787
|
)
|
|
—
|
|
|
(3,787
|
)
|
||||||
Net revenues from external customers
|
$
|
484,163
|
|
|
$
|
242,322
|
|
|
$
|
121,368
|
|
|
$
|
847,853
|
|
|
$
|
—
|
|
|
$
|
847,853
|
|
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
|
||||||
(amounts in thousands)
|
March 31,
2018 |
|
April 1,
2017 |
||||
Net income
|
$
|
40,271
|
|
|
$
|
6,428
|
|
Equity earnings of non-consolidated entities
|
(738
|
)
|
|
(481
|
)
|
||
Income tax (benefit) expense
|
(4,025
|
)
|
|
2,252
|
|
||
Depreciation and amortization
|
28,459
|
|
|
27,062
|
|
||
Interest expense, net
(a)
|
15,661
|
|
|
26,892
|
|
||
Impairment and restructuring charges
(b)
|
2,974
|
|
|
1,180
|
|
||
Gain on previously held shares of equity investment
|
(20,767
|
)
|
|
—
|
|
||
Gain on sale of property and equipment
|
(86
|
)
|
|
(43
|
)
|
||
Stock-based compensation expense
|
1,951
|
|
|
5,444
|
|
||
Non-cash foreign exchange transaction/translation loss
|
3,881
|
|
|
4,360
|
|
||
Other non-cash items
|
—
|
|
|
1
|
|
||
Other items
(c)
|
20,285
|
|
|
7,587
|
|
||
Costs relating to debt restructuring and debt refinancing
(d)
|
(34
|
)
|
|
280
|
|
||
Adjusted EBITDA
|
$
|
87,832
|
|
|
$
|
80,962
|
|
(a)
|
Interest expense for the three months ended
April 1, 2017
includes
$6,097
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 consist of (i) impairment and restructuring charges that are included in our unaudited consolidated statements of operations plus (ii) additional charges relating to inventory and/or manufacturing of our products of
$22
that are included in cost of sales in the accompanying unaudited consolidated statements of operations for the three months ended
April 1, 2017
. For further explanation of impairment and restructuring charges that are included in our unaudited consolidated statements of operations, see Note 18 -
Impairment and Restructuring Charges of Continuing Operations
in our unaudited financial statements.
|
(c)
|
Other items not core to business activity include: (i) in the three months ended
March 31, 2018
, (1)
$13,560
in legal, (2)
$2,550
in acquisition costs and (3)
$2,401
in costs related to exit of CEO; and (ii) in the three months ended
April 1, 2017
, (1)
$7,996
in legal costs, (2)
$498
in facility shut down costs, (3)
$348
in professional fees related to the IPO process, partially offset by (4)
$2,247
in gain on settlement of contract escrow.
|
(d)
|
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.
|
(amounts in thousands)
|
March 31,
2018 |
||
Balance as of January 1
|
$
|
9,970
|
|
Increases due to cash received
|
27,470
|
|
|
Liabilities assumed due to acquisition
|
1,235
|
|
|
Revenue recognized during the period
|
(25,471
|
)
|
|
Currency translation
|
(158
|
)
|
|
Balance at end of period
|
$
|
13,046
|
|
|
|
Three Months Ended
|
||||||
|
|
March 31,
2018 |
|
April 1,
2017 |
||||
Earnings (loss) per share basic:
|
|
|
|
|
||||
Income from continuing operations
|
|
$
|
39,533
|
|
|
$
|
5,947
|
|
Equity earnings of non-consolidated entities
|
|
738
|
|
|
481
|
|
||
Income from continuing operations and equity earnings of non-consolidated entities
|
|
40,271
|
|
|
6,428
|
|
||
Undeclared Series A Convertible Preferred Stock dividends
|
|
—
|
|
|
(10,462
|
)
|
||
Net income attributable to non-controlling interest
|
|
6
|
|
|
—
|
|
||
Net income (loss) attributable to common shareholders
|
|
$
|
40,265
|
|
|
$
|
(4,034
|
)
|
|
|
|
|
|
||||
Weighted average outstanding shares of common stock basic
|
|
106,146,655
|
|
|
74,295,248
|
|
||
Net income (loss) per share - basic
|
|
$
|
0.38
|
|
|
$
|
(0.05
|
)
|
|
Three Months Ended
|
||||||
|
March 31,
2018 |
|
April 1,
2017 |
||||
Earnings (loss) per share diluted:
|
|
|
|
||||
Net income (loss) attributable to common shareholders - basic and diluted
|
$
|
40,265
|
|
|
$
|
(4,034
|
)
|
|
|
|
|
||||
Weighted average outstanding shares of common stock basic
|
106,146,655
|
|
|
74,295,248
|
|
||
Restricted stock units, performance share units and options to purchase common stock
|
2,721,145
|
|
|
—
|
|
||
Weighted average outstanding shares of common stock diluted
|
108,867,800
|
|
|
74,295,248
|
|
||
|
|
|
|
||||
Net income (loss) per share - diluted
|
$
|
0.37
|
|
|
$
|
(0.05
|
)
|
|
Three Months Ended
|
||||
|
March 31,
2018 |
|
April 1,
2017 |
||
Common Stock Options
|
250,612
|
|
|
8,005,695
|
|
Restricted stock units
|
20,337
|
|
|
549,520
|
|
|
Three Months Ended
|
||||||||||||
|
March 31, 2018
|
|
April 1, 2017
|
||||||||||
|
Shares
|
|
Weighted Average Exercise Price Per Share
|
|
Shares
|
|
Weighted Average Exercise Price Per Share
|
||||||
Options granted
|
612,789
|
|
|
$
|
33.25
|
|
|
492,597
|
|
|
$
|
27.73
|
|
Options canceled
|
332,180
|
|
|
18.56
|
|
|
77,292
|
|
|
13.17
|
|
||
Options exercised
|
406,280
|
|
|
12.70
|
|
|
61,139
|
|
|
12.14
|
|
||
|
Shares
|
|
Weighted Average Grant Date Fair Value
|
|
Shares
|
|
Weighted Average Grant Date Fair Value
|
||||||
RSUs granted - non-employee directors
|
315,460
|
|
|
$
|
31.84
|
|
|
21,198
|
|
|
$
|
31.13
|
|
RSUs granted - employee
|
123,131
|
|
|
$
|
34.36
|
|
|
143,102
|
|
|
$
|
27.72
|
|
PSUs granted - employee
|
109,537
|
|
|
$
|
33.34
|
|
|
—
|
|
|
$
|
—
|
|
|
Three Months Ended
|
||||||
(amounts in thousands)
|
March 31,
2018 |
|
April 1,
2017 |
||||
Impairments
|
$
|
636
|
|
|
$
|
—
|
|
Restructuring charges, net of fair value adjustment gains
|
2,338
|
|
|
1,202
|
|
||
Total impairment and restructuring charges
|
$
|
2,974
|
|
|
$
|
1,202
|
|
(amounts in thousands)
|
Beginning
Accrual
Balance
|
|
Additions
Charged to
Expense
|
|
Payments
or
Utilization
|
|
Ending
Accrual
Balance
|
||||||||
March 31, 2018
|
|
|
|
|
|
|
|
||||||||
Severance and sales restructuring costs
|
$
|
7,232
|
|
|
$
|
2,408
|
|
|
$
|
(4,568
|
)
|
|
$
|
5,072
|
|
Disposal of property and equipment
|
—
|
|
|
238
|
|
|
(238
|
)
|
|
—
|
|
||||
Lease obligations and other
|
3,807
|
|
|
(308
|
)
|
|
(927
|
)
|
|
2,572
|
|
||||
Total
|
$
|
11,039
|
|
|
$
|
2,338
|
|
|
$
|
(5,733
|
)
|
|
$
|
7,644
|
|
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
|
|
||||
Total
|
$
|
5,019
|
|
|
$
|
1,202
|
|
|
$
|
(1,066
|
)
|
|
$
|
5,155
|
|
|
Three Months Ended
|
||||||
(amounts in thousands)
|
March 31,
2018 |
|
April 1,
2017 |
||||
Foreign currency losses
|
$
|
4,986
|
|
|
$
|
5,653
|
|
Pension benefit expense
|
3,134
|
|
|
2,809
|
|
||
Other items
|
(225
|
)
|
|
(329
|
)
|
||
Rent and finance income
|
(132
|
)
|
|
(156
|
)
|
||
Settlement of contract escrow
|
—
|
|
|
(2,247
|
)
|
||
Total other (income) expense
|
$
|
7,763
|
|
|
$
|
5,730
|
|
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%
|
(1)
|
Aggregate notional amounts in effect during the period shown.
|
|
Derivatives liabilities
|
||||||||
|
Balance Sheet Location
|
|
March 31,
2018 |
|
December 31,
2017 |
||||
Derivatives not designated as hedging instruments:
|
|
|
|
|
|||||
Foreign currency forward contracts
|
Accrued expenses and other current liabilities
|
|
$
|
2,126
|
|
|
$
|
2,905
|
|
|
March 31, 2018
|
||||||||||||||
(amounts in thousands)
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
Fair Value
|
||||||||
Cash equivalents
|
$
|
—
|
|
|
$
|
98
|
|
|
$
|
—
|
|
|
$
|
98
|
|
Derivative assets, recorded in other current assets
|
—
|
|
|
3,825
|
|
|
—
|
|
|
3,825
|
|
||||
Derivative liabilities, recorded in accrued expenses and deferred credits
|
—
|
|
|
(2,126
|
)
|
|
—
|
|
|
(2,126
|
)
|
||||
Total
|
$
|
—
|
|
|
$
|
1,797
|
|
|
$
|
—
|
|
|
$
|
1,797
|
|
|
December 31, 2017
|
||||||||||||||
(amounts in thousands)
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total Fair Value
|
||||||||
Cash equivalents
|
$
|
—
|
|
|
$
|
44,091
|
|
|
$
|
—
|
|
|
$
|
44,091
|
|
Derivative assets, recorded in other current assets
|
—
|
|
|
2,235
|
|
|
—
|
|
|
2,235
|
|
||||
Derivative liabilities, recorded in accrued expenses and deferred credits
|
—
|
|
|
(2,905
|
)
|
|
—
|
|
|
(2,905
|
)
|
||||
Total
|
$
|
—
|
|
|
$
|
43,421
|
|
|
$
|
—
|
|
|
$
|
43,421
|
|
|
March 31, 2018
|
||||||||||||||||||
(amounts in thousands)
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Fair Value
|
|
Total Losses
|
||||||||||
Continuing operations
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
127
|
|
|
$
|
127
|
|
|
$
|
255
|
|
Total
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
127
|
|
|
$
|
127
|
|
|
$
|
255
|
|
|
December 31, 2017
|
||||||||||||||||||
(amounts in thousands)
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Fair Value
|
|
Total Losses
|
||||||||||
Closed operations
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
914
|
|
|
$
|
914
|
|
|
$
|
1,473
|
|
Total
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
914
|
|
|
$
|
914
|
|
|
$
|
1,473
|
|
(amounts in thousands)
|
March 31,
2018 |
|
December 31,
2017 |
||||
Self-insurance workers’ compensation
|
$
|
21,072
|
|
|
$
|
21,072
|
|
Liability and other insurance
|
12,900
|
|
|
12,900
|
|
||
Environmental
|
14,552
|
|
|
14,452
|
|
||
Other
|
14,418
|
|
|
6,650
|
|
||
Total outstanding performance bonds and stand-by letters of credit
|
$
|
62,942
|
|
|
$
|
55,074
|
|
(amounts in thousands)
|
Three Months Ended
|
||||||
Components of pension benefit expense - U.S. benefit plan:
|
March 31,
2018 |
|
April 1,
2017 |
||||
Administrative cost
|
$
|
825
|
|
|
$
|
825
|
|
Interest cost
|
3,350
|
|
|
3,350
|
|
||
Expected return on plan assets
|
(4,525
|
)
|
|
(4,525
|
)
|
||
Amortization of net actuarial pension loss
|
3,000
|
|
|
3,000
|
|
||
Pension benefit expense
|
$
|
2,650
|
|
|
$
|
2,650
|
|
|
Three Months Ended
|
||||||
(amounts in thousands)
|
March 31,
2018 |
|
April 1,
2017 |
||||
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
|
$
|
4,460
|
|
|
$
|
753
|
|
Property and equipment purchased for debt
|
384
|
|
|
100
|
|
||
Customer accounts receivable converted to notes receivable
|
80
|
|
|
117
|
|
||
|
|
|
|
||||
Cash Financing Activities:
|
|
|
|
||||
Change in long-term debt
|
|
|
|
||||
Proceeds from issuance of new debt, net of discount
|
$
|
38,823
|
|
|
$
|
—
|
|
Borrowings on long-term debt
|
76,906
|
|
|
—
|
|
||
Payments of long-term debt
|
(3,941
|
)
|
|
(380,920
|
)
|
||
Payments of debt issuance and extinguishment costs, including underwriting fees
|
(78
|
)
|
|
(1,144
|
)
|
||
|
$
|
111,710
|
|
|
$
|
(382,064
|
)
|
Non-cash Financing Activities:
|
|
|
|
||||
Costs associated with initial public offering formerly capitalized in prepaid expenses
|
$
|
—
|
|
|
$
|
5,858
|
|
Shares surrendered for tax obligations for employee share-based transactions in accrued liabilities
|
201
|
|
|
—
|
|
||
Other Supplemental Cash Flow Information:
|
|
|
|
||||
Cash taxes paid, net of refunds
|
$
|
11,165
|
|
|
$
|
5,366
|
|
Cash interest paid
|
5,126
|
|
|
18,288
|
|
•
|
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 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 unaudited 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 contains an overview of our financing arrangements and provides an analysis of trends and uncertainties affecting liquidity, cash requirements for our business and sources and uses of our cash.
|
•
|
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.
|
|
March 31, 2018
|
|
April 1, 2017
|
||||||||||
(amounts in thousands)
|
|
% of Net
Revenues
|
|
% of Net
Revenues
|
|||||||||
Net revenues
|
$
|
946,179
|
|
|
100.0
|
%
|
|
$
|
847,853
|
|
|
100.0
|
%
|
Cost of sales
|
740,326
|
|
|
78.2
|
%
|
|
666,166
|
|
|
78.6
|
%
|
||
Gross margin
|
205,853
|
|
|
21.8
|
%
|
|
181,687
|
|
|
21.4
|
%
|
||
Selling, general and administrative
|
164,714
|
|
|
17.4
|
%
|
|
139,664
|
|
|
16.5
|
%
|
||
Impairment and restructuring charges
|
2,974
|
|
|
0.3
|
%
|
|
1,202
|
|
|
0.1
|
%
|
||
Operating income
|
38,165
|
|
|
4.0
|
%
|
|
40,821
|
|
|
4.8
|
%
|
||
Interest expense, net
|
15,661
|
|
|
1.7
|
%
|
|
26,892
|
|
|
3.2
|
%
|
||
Other (income) expense
|
(13,004
|
)
|
|
(1.4
|
)%
|
|
5,730
|
|
|
0.7
|
%
|
||
Income before taxes, equity earnings and discontinued operations
|
35,508
|
|
|
3.8
|
%
|
|
8,199
|
|
|
1.0
|
%
|
||
Income tax (benefit) expense
|
(4,025
|
)
|
|
(0.4
|
)%
|
|
2,252
|
|
|
0.3
|
%
|
||
Income from continuing operations, net of tax
|
39,533
|
|
|
4.2
|
%
|
|
5,947
|
|
|
0.7
|
%
|
||
Equity earnings of non-consolidated entities
|
738
|
|
|
0.1
|
%
|
|
481
|
|
|
0.1
|
%
|
||
Net income
|
$
|
40,271
|
|
|
4.3
|
%
|
|
$
|
6,428
|
|
|
0.8
|
%
|
(amounts in thousands)
|
|
March 31,
2018 |
|
April 1,
2017 |
|
|
|||||
Net revenues from external customers
|
|
|
|
|
|
% Variance
|
|||||
North America
|
|
$
|
497,941
|
|
|
$
|
484,163
|
|
|
2.8
|
%
|
Europe
|
|
301,687
|
|
|
242,322
|
|
|
24.5
|
%
|
||
Australasia
|
|
146,551
|
|
|
121,368
|
|
|
20.7
|
%
|
||
Total Consolidated
|
|
$
|
946,179
|
|
|
$
|
847,853
|
|
|
11.6
|
%
|
Percentage of total consolidated net revenues
|
|
|
|
|
|
|
|||||
North America
|
|
52.6
|
%
|
|
57.1
|
%
|
|
|
|||
Europe
|
|
31.9
|
%
|
|
28.6
|
%
|
|
|
|||
Australasia
|
|
15.5
|
%
|
|
14.3
|
%
|
|
|
|||
Total Consolidated
|
|
100.0
|
%
|
|
100.0
|
%
|
|
|
|||
Adjusted EBITDA
(1)
|
|
|
|
|
|
|
|||||
North America
|
|
$
|
47,035
|
|
|
$
|
50,178
|
|
|
(6.3)
|
%
|
Europe
|
|
33,807
|
|
|
27,205
|
|
|
24.3
|
%
|
||
Australasia
|
|
16,742
|
|
|
13,249
|
|
|
26.4
|
%
|
||
Corporate and Unallocated costs
|
|
(9,752
|
)
|
|
(9,670
|
)
|
|
0.8
|
%
|
||
Total Consolidated
|
|
$
|
87,832
|
|
|
$
|
80,962
|
|
|
8.5
|
%
|
Adjusted EBITDA as a percentage of segment net revenues
|
|
|
|
|
|
|
|||||
North America
|
|
9.4
|
%
|
|
10.4
|
%
|
|
|
|||
Europe
|
|
11.2
|
%
|
|
11.2
|
%
|
|
|
|||
Australasia
|
|
11.4
|
%
|
|
10.9
|
%
|
|
|
|||
Total Consolidated
|
|
9.3
|
%
|
|
9.5
|
%
|
|
|
(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 13 -
Segment Information
.
|
|
|
Three Months Ended
|
||||||
(amounts in thousands)
|
|
March 31,
2018 |
|
April 1,
2017 |
||||
Cash (used in) provided by:
|
|
|
|
|
||||
Operating activities
|
|
$
|
(65,312
|
)
|
|
$
|
(9,245
|
)
|
Investing activities
|
|
(191,830
|
)
|
|
(7,736
|
)
|
||
Financing activities
|
|
107,414
|
|
|
98,307
|
|
||
Effect of changes in exchange rates on cash and cash equivalents
|
|
(3,206
|
)
|
|
1,710
|
|
||
Net change in cash and cash equivalents
|
|
$
|
(152,934
|
)
|
|
$
|
83,036
|
|
JELD-WEN HOLDING, INC.
|
|
(Registrant)
|
|
|
|
By:
|
/s/ L. Brooks Mallard
|
|
L. Brooks Mallard
|
|
Chief Financial Officer
|
JELD-WEN Holding, Inc. 2645 Silver Crescent Dr.
Charlotte, NC 28273
(“JELD-WEN”)
|
- and -
|
Kirk Hachigian
6 Inwood Oaks Dr.
Houston, TX 77024
(“Consultant”)
|
(a)
|
Confidential Information Defined
.
|
(b)
|
JELD-WEN Creation and Use of Confidential Information
.
|
(c)
|
Disclosure and Use Restrictions
.
|
(d)
|
Reporting Policy and Protections
.
|
(e)
|
Other Permitted Disclosures
.
|
JELD-WEN Holding, Inc.
|
Kirk Hachigian
|
Signature:
/s/ Bruce Taten
|
Signature:
/s/ Kirk Hachigian
|
Name:
Bruce Taten
|
Name:
Kirk Hachigian
|
Title:
Chair, Compensation Committee
|
Title:
Chairman
|
Date:
May 8, 2018
|
Date:
April 18, 2018
|
1.
|
I have reviewed this Quarterly Report on Form 10-Q for the fiscal period ended
March 31, 2018
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)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
1.
|
I have reviewed this Quarterly Report on Form 10-Q for the fiscal period ended
March 31, 2018
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)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; and
|
(c)
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|