Delaware
(State or other jurisdiction of
incorporation or organization)
|
|
93-1273278
(I.R.S. Employer
Identification No.)
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Title of each class
|
|
Name of each exchange on which registered
|
Common Stock (par value $0.01 per share)
|
|
New York Stock Exchange
|
Large accelerated filer
|
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x
|
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Accelerated filer
|
|
o
|
|
|
|
|
|||
Non-accelerated filer
|
|
o
|
|
Smaller reporting company
|
|
o
|
|
|
|
|
|
|
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Emerging growth company
|
|
o
|
|
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|
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2016 Dividend
|
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”
|
A&L
|
A&L Windows Pty. Ltd.
|
ABL Facility
|
Our $400 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
|
American Building Supply, Inc.
|
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), adjusted for the following items: loss from discontinued operations, net of tax; equity earnings of non-consolidated entities; income tax (benefit) expense; depreciation and amortization; interest expense, net; impairment and restructuring charges; gain on previously held shares of equity investment; (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 and debt refinancing.
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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
|
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 of JELD-WEN Holding, Inc.
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CAP
|
Cleanup Action Plan
|
Charter
|
Restated Certificate of Incorporation of JELD-WEN Holding, Inc.
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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
|
CMI
|
CraftMaster Manufacturing, Inc.
|
COA
|
Consent Order and Agreement
|
CODM
|
Chief Operating Decision Maker
|
Common Stock
|
The 900,000,000 shares of common stock, par value $0.01 per share, authorized under our Charter
|
Corporate Credit Facilities
|
Collectively, our ABL Facility and our Term Loan Facility
|
Credit Facilities
|
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
|
D&K
|
D&K Home Security Pty. Ltd.
|
DKK
|
Danish Krone
|
Domoferm
|
The Domoferm Group of companies
|
Dooria
|
Dooria AS
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EPA
|
The U.S. Environmental Protection Agency
|
ERP
|
Enterprise Resource Planning
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ESOP
|
JELD-WEN, Inc. Employee Stock Ownership and Retirement Plan
|
E.U.
|
European Union
|
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 ApS, as borrower, Danske Bank A/S and Nordea Bank Danmark A/S as lenders
|
Exchange Act
|
Securities Exchange Act of 1934, as amended
|
FASB
|
Financial Accounting Standards Board
|
10-K
|
Annual Report on Form 10-K for the fiscal year ended December 31, 2018
|
GAAP
|
Generally Accepted Accounting Principles in the United States
|
GILTI
|
Global Intangible Low-Taxed Income
|
IBOR
|
Interbank Offered Rate
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IPO
|
The initial public offering of shares of our common stock, as further described in this report on Form 10-K
|
JELD-WEN
|
JELD-WEN Holding, Inc.
,
together with its consolidated subsidiaries where the context requires
|
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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Kolder
|
Kolder Group
|
LIBOR
|
London Interbank Offered Rate
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M&A
|
Mergers & Acquisitions
|
Mattiovi
|
Mattiovi Oy
|
MMI Door
|
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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NAV
|
Net asset value
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NRD
|
Natural Resource Damage Trustee Council
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NYSE
|
New York Stock Exchange
|
Onex
|
Onex Partners III LP and certain affiliates
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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
|
PSU
|
Performance stock unit
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R&R
|
Repair and remodel
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RSU
|
Restricted stock unit
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Sarbanes-Oxley
|
Sarbanes-Oxley Act of 2002, as amended
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SEC
|
Securities and Exchange Commission
|
Securities Act
|
Securities Act of 1933, as amended
|
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
|
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 Act
|
Term Loan Facility
|
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
|
Trend Windows & Doors Pty. Ltd.
|
U.K.
|
United Kingdom
|
U.S.
|
United States of America
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WADOE
|
Washington State Department of Ecology
|
•
|
negative trends in overall business, financial market and economic conditions, and/or activity levels in our end markets;
|
•
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increases in interest rates and reduced availability of financing for the purchase of new homes and home construction and improvements;
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•
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changes in building codes that could increase the cost of our products or lower the demand for our windows and doors;
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•
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lack of transparency, threat of fraud, public sector corruption, and other forms of criminal activity involving government officials;
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2018 Net Revenues $4,347 million
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Distribution Channel
|
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Geography
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Construction Application(1)
|
(1)
|
Percentage of net revenues by construction application is a management estimate based on the end markets into which our customers sell.
|
•
|
operational excellence programs, including JEM and our facility rationalization and modernization initiative to improve our profit margins and free cash flow;
|
•
|
initiatives to drive profitable organic sales growth, including new product development, investments in our brands and marketing, channel management, and pricing optimization; and
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•
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disciplined and balanced capital allocation with a focus on maximizing returns.
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•
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reducing labor costs, overtime, and waste by optimizing planning and manufacturing processes;
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•
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reducing or minimizing increases in material costs through strategic global sourcing and value-added re-engineering of components, in part by leveraging our significant spend and the global nature of our purchases;
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•
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reducing warranty costs by improving quality; and
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•
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a JEM-enabled facility rationalization and modernization initiative that will reduce overhead costs and complexity, while increasing our overall capacity and improving our service levels.
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•
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New Product Development
: Our management team has renewed our focus on innovation and new product development. We believe that leading the market in innovation will enhance demand for our products, increase the rate at which our products are specified into home and non-residential designs, and allow us to sell a higher margin product mix.
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•
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Brand and Marketing Investment
: We recently began to make meaningful investments in new marketing initiatives designed to enhance the positioning of the JELD-WEN family of brands. Our new initiatives include marketing campaigns focused on the distributor, builder, architect, and consumer communities.
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•
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Channel Management
: We are implementing initiatives and investing in tools and technology to enhance our relationships with key customers, make it easier for them to source from JELD-WEN, and support their ability to sell our products in the marketplace. These incentives help our customers grow their businesses
|
•
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Pricing Optimization
: We are focused on profitable growth and will continue to employ a strategic approach to pricing our products. Pricing discipline is an important element of our effort to improve our profit margins and earn an appropriate return on our invested capital.
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•
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Expansion in Existing Markets
: The competitive landscape in several of our key markets remains highly fragmented, which creates an opportunity for us to acquire businesses that will, enhance our market-leading positions and realize synergies through the elimination of duplicate costs. Our acquisitions of Mattiovi (Finland), Dooria (Norway), Kolder (Australia), Trend (Australia) and A&L (Australia) are examples of this strategy.
|
•
|
Enhancing Our Portfolio of Products and Service Offerings
: We strive to provide the broadest range of doors and windows to our customers so that we can enhance our share of their overall spend. Along with our organic new product development pipeline, we seek to expand our door and window product and service portfolio by acquiring companies that have developed unique products, technologies, or value-added services. Our acquisitions of Karona (stile and rail doors), LaCantina (folding and sliding wall systems), Aneeta (sashless windows), Breezway (louver windows), MMI Door (value-added supplier of customized door systems), Domoferm (steel frames and doors), and ABS (value-added supplier of millwork to both residential and commercial channels) are examples of this strategy.
|
•
|
Product Adjacencies and New Geographies
: Opportunities also exist to expand our company through the acquisition of complementary door and window manufacturers in new geographies as well as providers of product adjacencies. While this has not been a major focus in recent years, we expect it to be a key element in our long-term growth.
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•
|
the strength of the economy;
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•
|
employment rates and consumer confidence and spending rates;
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•
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the availability and cost of credit;
|
•
|
the amount and type of residential and non-residential construction;
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•
|
housing sales and home values;
|
•
|
the age of existing home stock, home vacancy rates, and foreclosures;
|
•
|
interest rate fluctuations for our customers and consumers;
|
•
|
volatility in both debt and equity capital markets;
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•
|
increases in the cost of raw materials or any shortage in supplies or labor, including as a result of tariffs or other trade restrictions;
|
•
|
the effects of governmental regulation and initiatives to manage economic conditions;
|
•
|
geographical shifts in population and other changes in demographics; and
|
•
|
changes in weather patterns.
|
•
|
the nature of the acquired company’s business;
|
•
|
any acquired business not performing as well as anticipated;
|
•
|
the potential loss of key employees of the acquired company;
|
•
|
any damage to our reputation as a result of performance or customer satisfaction problems relating to an acquired business;
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•
|
the failure of our due diligence procedures to detect material issues related to the acquired business, including exposure to legal claims for activities of the acquired business prior to the acquisition;
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•
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unexpected liabilities resulting from the acquisition for which we may not be adequately indemnified;
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•
|
our inability to enforce indemnification and non-compete agreements;
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•
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the integration of the personnel, operations, technologies, and products of the acquired business, and establishment of internal controls, including the implementation of our enterprise resource planning system, into the acquired company’s operations;
|
•
|
our failure to achieve projected synergies or cost savings;
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•
|
our inability to establish uniform standards, controls, procedures, and policies;
|
•
|
any requirement that we make divestitures of operations or properties in order to comply with applicable antitrust laws in connection with future acquisitions;
|
•
|
the diversion of management attention and financial resources; and
|
•
|
any unforeseen management and operational difficulties, particularly if we acquire assets or businesses in new foreign jurisdictions where we have little or no operational experience.
|
•
|
the difficulty of enforcing agreements and collecting receivables through foreign legal systems;
|
•
|
trade protection measures and import or export licensing requirements;
|
•
|
the imposition of, or increases in, tariffs or other restrictions;
|
•
|
required compliance with a variety of foreign laws and regulations, including the application of foreign labor regulations;
|
•
|
tax rates in foreign countries and the imposition of withholding requirements on foreign earnings;
|
•
|
difficulty in staffing and managing widespread operations;
|
•
|
the imposition of, or increases in, currency exchange controls;
|
•
|
potential inflation in applicable non-U.S. economies; and
|
•
|
changes in general economic and political conditions in countries where we operate, including as a result of the impact of the planned withdrawal of the U.K. from the E.U.
|
•
|
limiting our ability to obtain financing in the future for working capital, capital expenditures, acquisitions, debt service, or other general corporate purposes;
|
•
|
requiring us to use a substantial portion of our available cash flow to service our debt, which will reduce the amount of cash flow available for working capital, capital expenditures, acquisitions, and other general corporate purposes;
|
•
|
increasing our vulnerability to general economic downturns and adverse industry conditions;
|
•
|
limiting our flexibility in planning for, or reacting to, changes in our business and in our industry in general;
|
•
|
limiting our ability to invest in and develop new products;
|
•
|
placing us at a competitive disadvantage compared to our competitors that are not as highly leveraged, as we may be less capable of responding to adverse economic conditions, general economic downturns, and adverse industry conditions;
|
•
|
restricting the way we conduct our business because of financial and operating covenants in the agreements governing our existing and future indebtedness;
|
•
|
increasing the risk of our failing to satisfy our obligations with respect to borrowings outstanding under our Credit Facilities and Senior Notes and/or being able to comply with the financial and operating covenants contained in our debt instruments, which could result in an event of default under the credit agreements governing our Credit Facilities and the agreements governing our other debt, including the indenture governing the Senior Notes, that, if not cured or waived, could have a material adverse effect on our business, financial condition, and results of operations; and
|
•
|
increasing our cost of borrowing.
|
•
|
incur or guarantee additional indebtedness;
|
•
|
make certain loans or investments or restricted payments, including dividends to our shareholders;
|
•
|
repurchase or redeem capital stock;
|
•
|
engage in certain transactions with affiliates;
|
•
|
sell certain assets (including stock of subsidiaries) or merge with or into other companies; and
|
•
|
create or incur liens.
|
•
|
negative trends in global economic conditions and/or activity levels in our end markets;
|
•
|
increases in interest rates used to finance home construction and improvements;
|
•
|
our ability to compete effectively against our competitors;
|
•
|
changes in consumer needs, expectations, or trends;
|
•
|
our ability to maintain our relationships with key customers;
|
•
|
our ability to implement our business strategy;
|
•
|
our ability to complete and integrate new acquisitions;
|
•
|
variations in the prices of raw materials used to manufacture our products;
|
•
|
adverse changes in building codes and standards or governmental regulations applicable to general business operations;
|
•
|
product liability claims or product recalls;
|
•
|
any legal actions in which we may become involved, including disputes relating to our intellectual property;
|
•
|
our ability to recruit and retain highly skilled staff;
|
•
|
actual or anticipated fluctuations in our quarterly or annual operating results;
|
•
|
trading volume of our common stock;
|
•
|
sales of our common stock by us, our executive officers and directors, or our shareholders (including certain affiliates of Onex) in the future; and
|
•
|
general economic and market conditions and overall fluctuations in the U.S. equity markets.
|
•
|
expand the roles and duties of our board of directors and committees of the board;
|
•
|
institute more formal comprehensive financial reporting and disclosure compliance functions;
|
•
|
supplement our internal accounting and auditing function;
|
•
|
enhance and formalize closing procedures for our accounting periods;
|
•
|
enhance our investor relations function;
|
•
|
enhance our regulatory and corporate compliance function;
|
•
|
establish new or enhanced internal policies, including those relating to disclosure controls and procedures; and
|
•
|
involve and retain to a greater degree outside counsel and accountants in the activities listed above.
|
•
|
divide our board of directors into three classes with staggered three-year terms;
|
•
|
limit the ability of shareholders to remove directors only “for cause”;
|
•
|
provide that our board of directors is expressly authorized to adopt, alter, or repeal our bylaws;
|
•
|
authorize the issuance of blank check preferred stock that our board of directors could issue to increase the number of outstanding shares and to discourage a takeover attempt;
|
•
|
prohibit shareholder action by written consent, which requires all shareholder actions to be taken at a meeting of our shareholders;
|
•
|
prohibit our shareholders from calling a special meeting of shareholders ;
|
•
|
establish advance notice requirements for nominations for election to our board of directors or for proposing matters that can be acted upon by shareholders at shareholder meetings; and
|
•
|
require the approval of holders of at least two-thirds of the outstanding shares of common stock to amend our bylaws and certain provisions of our certificate of incorporation.
|
|
Manufacturing
|
|
Distribution
|
|
Showrooms
|
|||
North America
|
|
|
|
|
|
|||
United States
|
45
|
|
|
10
|
|
|
1
|
|
Canada
|
4
|
|
|
2
|
|
|
—
|
|
St. Kitts
|
—
|
|
|
1
|
|
|
—
|
|
Chile
|
1
|
|
|
—
|
|
|
—
|
|
Peru
|
1
|
|
|
—
|
|
|
—
|
|
Mexico
|
2
|
|
|
—
|
|
|
—
|
|
|
53
|
|
|
13
|
|
|
1
|
|
Europe
|
|
|
|
|
|
|||
United Kingdom
|
5
|
|
|
1
|
|
|
—
|
|
France
|
2
|
|
|
—
|
|
|
—
|
|
Austria
|
3
|
|
|
—
|
|
|
3
|
|
Croatia
|
—
|
|
|
—
|
|
|
1
|
|
Switzerland
|
1
|
|
|
—
|
|
|
3
|
|
Hungary
|
1
|
|
|
—
|
|
|
—
|
|
Germany
|
4
|
|
|
1
|
|
|
—
|
|
Sweden
|
3
|
|
|
—
|
|
|
—
|
|
Denmark
|
3
|
|
|
—
|
|
|
—
|
|
Latvia
|
3
|
|
|
—
|
|
|
—
|
|
Estonia
|
3
|
|
|
—
|
|
|
—
|
|
Finland
|
5
|
|
|
—
|
|
|
—
|
|
|
33
|
|
|
2
|
|
|
7
|
|
Australasia
|
|
|
|
|
|
|||
Australia
|
46
|
|
|
6
|
|
|
48
|
|
New Zealand
|
—
|
|
|
1
|
|
|
—
|
|
Indonesia
|
2
|
|
|
—
|
|
|
—
|
|
Malaysia
|
1
|
|
|
—
|
|
|
—
|
|
|
49
|
|
|
7
|
|
|
48
|
|
Total JELD-WEN
|
135
|
|
|
22
|
|
|
56
|
|
|
1/27/2017
|
|
3/31/2017
|
|
6/30/2017
|
|
9/30/2017
|
|
12/31/2017
|
|
3/31/2018
|
|
6/30/2018
|
|
9/30/2018
|
|
12/31/2018
|
JELD-WEN Holding, Inc.
|
$100.00
|
|
$125.77
|
|
$124.27
|
|
$135.99
|
|
$150.73
|
|
$117.23
|
|
$109.46
|
|
$94.41
|
|
$54.40
|
S&P 500
|
$100.00
|
|
$106.07
|
|
$109.34
|
|
$114.24
|
|
$121.83
|
|
$120.91
|
|
$125.06
|
|
$134.7
|
|
$116.49
|
S&P 1500 Building Products Index
|
$100.00
|
|
$101.36
|
|
$106.76
|
|
$106.55
|
|
$110.00
|
|
$104.60
|
|
$100.63
|
|
$104.84
|
|
$86.71
|
|
|
(a)
|
|
(b)
|
|
(c)
|
|
(d)
|
Period
|
|
Total Number of Shares (or Units) Purchased
1
|
|
Average Price Paid Per Share (or Unit)
2
|
|
Total Number of Shares (or Units) Purchased as Part of Publicly Announced Plans or Programs
|
|
Maximum Number (or Approximate Dollar Value) of Shares (or Units) That May Yet Be Purchased Under The Plans or Programs
|
September 30, 2018 - October 27, 2018
|
|
492,139
|
|
$23.24
|
|
492,139
|
|
$154,971
|
October 28, 2018 - November 24, 2018
|
|
1,342,627
|
|
$17.98
|
|
1,342,627
|
|
$130,830
|
November 25, 2018 - December 31, 2018
|
|
372,604
|
|
$15.73
|
|
372,604
|
|
$124,971
|
Total
|
|
2,207,370
|
|
$18.77
|
|
2,207,370
|
|
|
|
|
Year Ended December 31,
|
||||||||||||||||||
|
|
2018
|
|
2017
|
|
2016
|
|
2015
|
|
2014
|
||||||||||
|
|
(dollars in thousands, except per share data)
|
||||||||||||||||||
Net revenues
|
|
$
|
4,346,703
|
|
|
$
|
3,763,749
|
|
|
$
|
3,666,942
|
|
|
$
|
3,381,060
|
|
|
$
|
3,507,206
|
|
Income (loss) from continuing operations, net of tax
|
|
143,535
|
|
|
7,152
|
|
|
376,714
|
|
|
91,390
|
|
|
(78,275
|
)
|
|||||
Income (loss) per common share from continuing operations:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic
|
|
$
|
1.38
|
|
|
$
|
0.00
|
|
|
$
|
(0.90
|
)
|
|
$
|
(15.72
|
)
|
|
$
|
(8.75
|
)
|
Diluted
|
|
1.36
|
|
|
0.00
|
|
|
(0.90
|
)
|
|
(15.72
|
)
|
|
(8.75
|
)
|
|||||
Cash dividends per common share
|
|
$
|
0.00
|
|
|
$
|
0.00
|
|
|
$
|
4.09
|
|
|
$
|
4.73
|
|
|
$
|
0.00
|
|
Other financial data:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Capital expenditures
|
|
$
|
118,700
|
|
|
$
|
63,049
|
|
|
$
|
79,497
|
|
|
$
|
77,687
|
|
|
$
|
70,846
|
|
Depreciation and amortization
|
|
125,100
|
|
|
111,273
|
|
|
107,995
|
|
|
95,196
|
|
|
100,026
|
|
|||||
Adjusted EBITDA
(1)
|
|
465,346
|
|
|
437,613
|
|
|
393,682
|
|
|
310,986
|
|
|
229,849
|
|
|||||
Consolidated balance sheet data
:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Total assets
|
|
$
|
3,051,055
|
|
|
$
|
2,862,940
|
|
|
$
|
2,536,046
|
|
|
$
|
2,182,373
|
|
|
$
|
2,184,059
|
|
Total debt
|
|
1,477,892
|
|
|
1,273,703
|
|
|
1,620,035
|
|
|
1,260,320
|
|
|
806,228
|
|
|||||
Redeemable convertible preferred stock
|
|
—
|
|
|
—
|
|
|
150,957
|
|
|
481,937
|
|
|
817,121
|
|
(1)
|
In addition to our consolidated financial statements presented in accordance with GAAP, we use Adjusted EBITDA to measure our financial performance. Adjusted EBITDA is a supplemental non-GAAP financial measure of operating performance and is not based on any standardized methodology prescribed by GAAP. Adjusted EBITDA should not be considered in isolation or as an alternative to net income (loss), cash flows from operating activities, or other measures determined in accordance with GAAP. Also, Adjusted EBITDA is not necessarily comparable to similarly titled measures presented by other companies. Adjusted EBITDA margin is defined as Adjusted EBITDA divided by net revenues.
|
|
|
Year Ended December 31,
|
||||||||||||||||||
|
|
2018
|
|
2017
|
|
2016
|
|
2015
|
|
2014
|
||||||||||
|
|
(dollars in thousands)
|
||||||||||||||||||
Net income (loss)
|
|
$
|
144,273
|
|
|
$
|
10,791
|
|
|
$
|
377,181
|
|
|
$
|
90,918
|
|
|
$
|
(84,109
|
)
|
Adjustments:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Loss from discontinued operations, net of tax
|
|
—
|
|
|
—
|
|
|
3,324
|
|
|
2,856
|
|
|
5,387
|
|
|||||
Equity (earnings) loss of non-consolidated entities
|
|
(738
|
)
|
|
(3,639
|
)
|
|
(3,791
|
)
|
|
(2,384
|
)
|
|
447
|
|
|||||
Income tax (benefit) expense
|
|
(7,958
|
)
|
|
138,603
|
|
|
(246,394
|
)
|
|
(5,435
|
)
|
|
18,942
|
|
|||||
Depreciation and amortization
|
|
125,100
|
|
|
111,273
|
|
|
107,995
|
|
|
95,196
|
|
|
100,026
|
|
|||||
Interest expense, net
(a)
|
|
70,818
|
|
|
79,034
|
|
|
77,590
|
|
|
60,632
|
|
|
69,289
|
|
|||||
Impairment and restructuring charges
(b)
|
|
17,328
|
|
|
13,057
|
|
|
18,353
|
|
|
31,031
|
|
|
38,645
|
|
|||||
Gain on previously held shares of equity investment
|
|
(20,767
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Loss (gain) on sale of property and equipment
|
|
144
|
|
|
(299
|
)
|
|
(3,275
|
)
|
|
(416
|
)
|
|
(23
|
)
|
|||||
Share-based compensation expense
|
|
15,052
|
|
|
19,785
|
|
|
22,464
|
|
|
15,620
|
|
|
7,968
|
|
|||||
Non-cash foreign exchange transaction/translation (income) loss
|
|
8
|
|
|
(2,181
|
)
|
|
5,734
|
|
|
2,697
|
|
|
(528
|
)
|
|||||
Other non-cash items
(c)
|
|
3,859
|
|
|
526
|
|
|
2,843
|
|
|
1,141
|
|
|
2,334
|
|
|||||
Other items
(d)
|
|
117,933
|
|
|
47,000
|
|
|
30,585
|
|
|
18,893
|
|
|
20,278
|
|
|||||
Costs relating to debt restructuring, debt refinancing, and the Onex investment
(e)
|
|
294
|
|
|
23,663
|
|
|
1,073
|
|
|
237
|
|
|
51,193
|
|
|||||
Adjusted EBITDA
|
|
$
|
465,346
|
|
|
$
|
437,613
|
|
|
$
|
393,682
|
|
|
$
|
310,986
|
|
|
$
|
229,849
|
|
(a)
|
Interest expense for the year ended
December 31, 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 consolidated statements of operations plus (ii) additional charges of $0, $1, $4,506, $9,687, and $257, for the years ended December 31, 2018, 2017, 2016, 2015, and 2014, respectively. These additional charges are primarily comprised of non-cash changes in inventory valuation reserves, such as excess and obsolete reserves. For further explanation of impairment and restructuring charges that are included in our consolidated statements of operations, see Note 24 -
Impairment and Restructuring Charges of Continuing Operations
in our financial statements for the years ended December 31, 2018, 2017 and 2016 included in Item 8 of this 10-K.
|
(c)
|
Other non-cash items include, among other things, (i) charges of
$3,740
, $439, $357, $893, and $2,496, for the years ended December 31, 2018, 2017, 2016, 2015, and 2014, respectively, relating to (1) the fair value adjustment for inventory acquired as part of the acquisitions referred to in “Management’s Discussion and Analysis of Financial Condition and Results of Operations-Acquisitions” and (2) other non-cash items include charges of $2,153 for the out-of-period European warranty liability adjustment for the year ended December 31, 2016.
|
(d)
|
Other items include: (i) in the year ended
December 31, 2018
, (1)
$76,500
in litigation contingency accruals, (2)
$25,444
in legal costs, (3)
$10,324
in acquisition costs, (4)
$3,381
in costs related to the departure of the former CEO and CFO, (5)
$2,901
in entity consolidation and reorganization costs, and (6)
$(5,396)
in realized gain on hedges; (ii) in the year ended December 31, 2017, (1) $34,178 in legal costs, (2) $4,176 in realized loss on hedges, (3) $3,484 in acquisition costs, (4) $2,202 in secondary offering costs, (5) $754
in tax consulting fee, (6)
$678 in legal entity consolidation costs, (7) $649 in taxes related to equity-based compensation, (8) $578 in facility ramp down costs, and (9) $(2,247) gain on settlement of contract escrow; (iii) in the year ended December 31, 2016, (1) $20,695 in payments to holders of vested options and restricted shares in connection with the November 2016 dividend, (2) $3,721 of professional fees related to the IPO of our common stock, (3) $1,626 of acquisition costs, (4) $584 in legal costs associated with disposition of non-core properties, (5) $507 of dividend-related costs, (6) $500 of costs related to the recruitment of executive management employees, (7) $450 in legal costs, and (8) $346 in Dooria plant closure costs; (iv) in the year ended December 31, 2015, (1) $11,446 payment to holders of vested options and restricted shares in connection with the July 2015 dividend, (2) $5,510 related to a U.K. legal settlement, (3) $1,825 in acquisition costs, (4) $1,833 of recruitment costs related to the recruitment of executive management employees, (5) $1,082 of legal costs related to non-core property disposal, and partially offset by (6) ($5,678) of realized gain on foreign exchange hedges related to an intercompany loan; and (v) in the year ended December 31, 2014, (1) $5,000 legal settlement related to our ESOP plan, (2) $3,657 of legal costs associated with noncore property disposal, (3) $3,443 production ramp-down costs, (4) $2,769 of consulting fees in Europe, and (5) $1,250 of costs related to a prior acquisition.
|
(e)
|
Included in the year ended December 31, 2017 is a loss on debt extinguishment of $23,262 associated with the refinancing of our term loan. Included in the year ended December 31, 2014 is a loss on debt extinguishment of $51,036 associated with the refinancing of our 12.25% secured notes.
|
•
|
Overview and Background. This section provides a general description of our Company and reportable 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 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.
|
•
|
the strength of the economy;
|
•
|
employment rates and consumer confidence and spending rates;
|
•
|
the availability and cost of credit;
|
•
|
the amount and type of residential and non-residential construction;
|
•
|
housing sales and home values;
|
•
|
the age of existing home stock, home vacancy rates, and foreclosures;
|
•
|
interest rate fluctuations for our customers and consumers;
|
•
|
increases in the cost of raw materials or any shortage in supplies or labor;
|
•
|
the effects of governmental regulation and initiatives to manage economic conditions;
|
•
|
geographical shifts in population and other changes in demographics; and
|
•
|
changes in weather patterns.
|
•
|
innovating and developing new products and technologies;
|
•
|
investing in branding and marketing strategies, including marketing campaigns in both print and social media, as well as our investments in new training centers and mobile training facilities; and
|
•
|
implementing channel initiatives to enhance our relationships with key channel partners and customers, including the True BLU dealer management program in North America.
|
•
|
reducing labor, overtime, and waste costs by reducing facility count while optimizing manufacturing capacity and improving planning and manufacturing processes;
|
•
|
reducing or minimizing increases in material costs through strategic global sourcing and value-added re-engineering of components, in part by leveraging our significant spend and the global nature of our purchases;
|
•
|
reducing warranty costs by improving quality; and
|
•
|
a JEM-enabled facility rationalization and modernization initiative that will reduce overhead costs and complexity, while increasing our overall capacity and improving our service levels.
|
•
|
sales of a wide variety of interior and exterior doors, including patio doors, for use in residential and non-residential applications, with and without frames, to a broad group of wholesale and retail customers in all of our geographic markets;
|
•
|
sales of a wide variety of windows for both residential and certain non-residential uses, to a broad group of wholesale and retail customers primarily in North America, Australia, and the U.K.; and
|
•
|
other sales, including sales of moldings, trim board, cut-stock, glass, stairs, hardware and locks, door skins, shower enclosures, wardrobes, window screens, and miscellaneous installation and other services revenue.
|
•
|
Material Costs.
The single largest component of cost of sales is material costs, which include raw materials, components and finished goods purchased for use in manufacturing our products or for resale. Our most significant material costs include glass, wood, wood components, doors, door facings, door parts, hardware, vinyl extrusions, steel, fiberglass, packaging materials, adhesives, resins and other chemicals, core material, and aluminum extrusions. The cost of each of these items is impacted by global supply and demand trends, both within and outside our industry, as well as commodity price fluctuations, conversion costs, energy costs, and transportation costs. The imposition of new tariffs on imports, new trade restrictions, or changes in tariff rates or trade restrictions may further impact material costs. See Item 7A-
Quantitative and Qualitative Disclosures About Market Risk-
Raw Materials Risk.
|
•
|
Direct Labor and Benefit Costs.
Direct labor and benefit costs reflect a combination of production hours, average headcount, general wage levels, payroll taxes, and benefits provided to employees. Direct labor and benefit costs include wages, overtime, payroll taxes, and benefits paid to hourly employees at our facilities that are involved in the production and/or distribution of our products. These costs are generally managed by each facility and headcount is adjusted according to overall and seasonal production demand. We run multi-shift operations in many of our facilities to maximize return on assets and utilization. Direct labor and benefit costs fluctuate with headcount, but generally tend to increase with inflation due to increases in wages and health benefit costs.
|
•
|
Repair and Maintenance, Depreciation, Utility, Rent, and Warranty Expenses.
|
◦
|
Repairs and maintenance costs consist of equipment and facility maintenance expenses, purchases of maintenance supplies, and the labor costs involved in performing maintenance on our equipment and facilities.
|
◦
|
Depreciation includes depreciation expense associated with our production assets and plants.
|
◦
|
Rent is predominantly comprised of lease costs for facilities we do not own as well as vehicle fleet and equipment lease costs. Facility leases are typically multi-year and may include increases tied to certain measures of inflation.
|
◦
|
Warranty expenses represent all costs related to servicing warranty claims and product issues and are mostly related to our window products sold in the U.S. and Canada.
|
•
|
Outbound Freight.
Outbound freight includes payments to third-party carriers for shipments of orders to our customers, as well as driver, vehicle, and fuel expenses when we deliver orders to customers. The majority of our products are shipped by third-party carriers.
|
•
|
Insurance and Benefits, Supervision, and Tax Expenses.
|
◦
|
Insurance and benefit costs are the expenses relating to our insurance programs, health benefits, retirement benefit programs (including the pension plan), and other benefits that are not included in direct labor and benefits costs.
|
◦
|
Supervision costs are the wages and bonus expenses related to plant managers. Both insurance and benefits and supervision expenses tend to be influenced by headcount and wage levels.
|
◦
|
Tax costs are mostly payroll taxes for employees not included in direct labor and benefit costs, and property taxes. Tax expenses are impacted by changes in tax rates, headcount and wage levels, and the number and value of properties owned.
|
|
Year Ended
|
||||||||||||
|
December 31, 2018
|
|
December 31, 2017
|
||||||||||
(amounts in thousands)
|
|
% of Net
Revenues
|
|
% of Net
Revenues
|
|||||||||
Net revenues
|
$
|
4,346,703
|
|
|
100.0
|
%
|
|
$
|
3,763,749
|
|
|
100.0
|
%
|
Cost of sales
|
3,422,969
|
|
|
78.7
|
%
|
|
2,914,327
|
|
|
77.4
|
%
|
||
Gross margin
|
923,734
|
|
|
21.3
|
%
|
|
849,422
|
|
|
22.6
|
%
|
||
Selling, general and administrative
|
733,748
|
|
|
16.9
|
%
|
|
572,458
|
|
|
15.2
|
%
|
||
Impairment and restructuring charges
|
17,328
|
|
|
0.4
|
%
|
|
13,056
|
|
|
0.3
|
%
|
||
Operating income
|
172,658
|
|
|
4.0
|
%
|
|
263,908
|
|
|
7.0
|
%
|
||
Interest expense, net
|
70,818
|
|
|
1.6
|
%
|
|
79,034
|
|
|
2.1
|
%
|
||
Other (income) expense
|
(33,737
|
)
|
|
(0.8
|
)%
|
|
39,119
|
|
|
1.0
|
%
|
||
Income before taxes, equity earnings and discontinued operations
|
135,577
|
|
|
3.1
|
%
|
|
145,755
|
|
|
3.9
|
%
|
||
Income tax (benefit) expense
|
(7,958
|
)
|
|
(0.2
|
)%
|
|
138,603
|
|
|
3.7
|
%
|
||
Income from continuing operations, net of tax
|
143,535
|
|
|
3.3
|
%
|
|
7,152
|
|
|
0.2
|
%
|
||
Equity earnings of non-consolidated entities
|
738
|
|
|
—
|
%
|
|
3,639
|
|
|
0.1
|
%
|
||
Net income
|
$
|
144,273
|
|
|
3.3
|
%
|
|
$
|
10,791
|
|
|
0.3
|
%
|
|
December 31, 2017
|
|
December 31, 2016
|
||||||||||
(dollars in thousands)
|
|
% of Net
Revenues
|
|
% of Net
Revenues
|
|||||||||
Net revenues
|
$
|
3,763,749
|
|
|
100.0
|
%
|
|
$
|
3,666,942
|
|
|
100.0
|
%
|
Cost of sales
|
2,914,327
|
|
|
77.4
|
%
|
|
2,890,894
|
|
|
78.8
|
%
|
||
Gross margin
|
849,422
|
|
|
22.6
|
%
|
|
776,048
|
|
|
21.2
|
%
|
||
Selling, general and administrative
|
572,458
|
|
|
15.2
|
%
|
|
552,881
|
|
|
15.1
|
%
|
||
Impairment and restructuring charges
|
13,056
|
|
|
0.3
|
%
|
|
13,847
|
|
|
0.4
|
%
|
||
Operating income
|
263,908
|
|
|
7.0
|
%
|
|
209,320
|
|
|
5.7
|
%
|
||
Interest expense, net
|
79,034
|
|
|
2.1
|
%
|
|
77,590
|
|
|
2.1
|
%
|
||
Other expense
|
39,119
|
|
|
1.0
|
%
|
|
1,410
|
|
|
0.0
|
%
|
||
Income before taxes, equity earnings and discontinued operations
|
145,755
|
|
|
3.9
|
%
|
|
130,320
|
|
|
3.6
|
%
|
||
Income tax expense (benefit)
|
138,603
|
|
|
3.7
|
%
|
|
(246,394
|
)
|
|
(6.7
|
)%
|
||
Income from continuing operations, net of tax
|
7,152
|
|
|
0.2
|
%
|
|
376,714
|
|
|
10.3
|
%
|
||
Equity earnings of non-consolidated entities
|
3,639
|
|
|
0.1
|
%
|
|
3,791
|
|
|
0.1
|
%
|
||
Loss from discontinued operations, net of tax
|
—
|
|
|
—
|
%
|
|
(3,324
|
)
|
|
(0.1
|
)%
|
||
Net income
|
$
|
10,791
|
|
|
0.3
|
%
|
|
$
|
377,181
|
|
|
10.3
|
%
|
|
|
Year Ended
|
|
|
|||||||
(amounts in thousands)
|
|
December 31, 2018
|
|
December 31, 2017
|
|
|
|||||
Net revenues from external customers
|
|
|
|
|
|
% Variance
|
|||||
North America
|
|
$
|
2,460,987
|
|
|
$
|
2,157,898
|
|
|
14.0
|
%
|
Europe
|
|
1,215,801
|
|
|
1,042,767
|
|
|
16.6
|
%
|
||
Australasia
|
|
669,915
|
|
|
563,084
|
|
|
19.0
|
%
|
||
Total Consolidated
|
|
$
|
4,346,703
|
|
|
$
|
3,763,749
|
|
|
15.5
|
%
|
Percentage of total consolidated net revenues
|
|
|
|
|
|
|
|||||
North America
|
|
56.6
|
%
|
|
57.3
|
%
|
|
|
|||
Europe
|
|
28.0
|
%
|
|
27.7
|
%
|
|
|
|||
Australasia
|
|
15.4
|
%
|
|
15.0
|
%
|
|
|
|||
Total Consolidated
|
|
100.0
|
%
|
|
100.0
|
%
|
|
|
|||
Adjusted EBITDA
(1)
|
|
|
|
|
|
|
|||||
North America
|
|
$
|
278,975
|
|
|
$
|
273,594
|
|
|
2.0
|
%
|
Europe
|
|
129,202
|
|
|
132,929
|
|
|
(2.8)
|
%
|
||
Australasia
|
|
91,172
|
|
|
74,706
|
|
|
22.0
|
%
|
||
Corporate and unallocated costs
|
|
(34,003
|
)
|
|
(43,616
|
)
|
|
(22.0)
|
%
|
||
Total Consolidated
|
|
$
|
465,346
|
|
|
$
|
437,613
|
|
|
6.3
|
%
|
Adjusted EBITDA as a percentage of segment net revenues
|
|
|
|
|
|
|
|||||
North America
|
|
11.3
|
%
|
|
12.7
|
%
|
|
|
|||
Europe
|
|
10.6
|
%
|
|
12.7
|
%
|
|
|
|||
Australasia
|
|
13.6
|
%
|
|
13.3
|
%
|
|
|
|||
Total Consolidated
|
|
10.7
|
%
|
|
11.6
|
%
|
|
|
(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 18 -
Segment Information in our consolidated financial statements
|
|
|
Year Ended
|
|
|
|||||||
(dollars in thousands)
|
|
December 31, 2017
|
|
December 31, 2016
|
|
|
|||||
Net revenues from external customers
|
|
|
|
|
|
% Variance
|
|||||
North America
|
|
$
|
2,157,898
|
|
|
$
|
2,149,311
|
|
|
0.4
|
%
|
Europe
|
|
1,042,767
|
|
|
1,008,729
|
|
|
3.4
|
%
|
||
Australasia
|
|
563,084
|
|
|
508,902
|
|
|
10.6
|
%
|
||
Total Consolidated
|
|
$
|
3,763,749
|
|
|
$
|
3,666,942
|
|
|
2.6
|
%
|
Percentage of total consolidated net revenues
|
|
|
|
|
|
|
|||||
North America
|
|
57.3
|
%
|
|
58.6
|
%
|
|
|
|||
Europe
|
|
27.7
|
%
|
|
27.5
|
%
|
|
|
|||
Australasia
|
|
15.0
|
%
|
|
13.9
|
%
|
|
|
|||
Total Consolidated
|
|
100.0
|
%
|
|
100.0
|
%
|
|
|
|||
Adjusted EBITDA
(1)
|
|
|
|
|
|
|
|||||
North America
|
|
$
|
273,594
|
|
|
$
|
251,831
|
|
|
8.6
|
%
|
Europe
|
|
132,929
|
|
|
122,574
|
|
|
8.4
|
%
|
||
Australasia
|
|
74,706
|
|
|
59,519
|
|
|
25.5
|
%
|
||
Corporate and Unallocated costs
|
|
(43,616
|
)
|
|
(40,242
|
)
|
|
8.4
|
%
|
||
Total Consolidated
|
|
$
|
437,613
|
|
|
$
|
393,682
|
|
|
11.2
|
%
|
Adjusted EBITDA as a percentage of segment net revenues
|
|
|
|
|
|
|
|||||
North America
|
|
12.7
|
%
|
|
11.7
|
%
|
|
|
|||
Europe
|
|
12.7
|
%
|
|
12.2
|
%
|
|
|
|||
Australasia
|
|
13.3
|
%
|
|
11.7
|
%
|
|
|
|||
Total Consolidated
|
|
11.6
|
%
|
|
10.7
|
%
|
|
|
(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 18 -
Segment Information
in our consolidated financial statements.
|
(amounts in thousands)
|
|
2018
|
|
2017
|
|
2016
|
||||||
Cash provided by (used in):
|
|
|
|
|
|
|
||||||
Operating activities
|
|
$
|
219,653
|
|
|
$
|
265,793
|
|
|
$
|
201,655
|
|
Investing activities
|
|
(284,141
|
)
|
|
(189,793
|
)
|
|
(156,782
|
)
|
|||
Financing activities
|
|
(67,475
|
)
|
|
64,090
|
|
|
(52,001
|
)
|
|||
Effect of changes in exchange rates on cash and cash equivalents
|
|
(6,648
|
)
|
|
12,692
|
|
|
(3,697
|
)
|
|||
Net change in cash and cash equivalents
|
|
$
|
(138,611
|
)
|
|
$
|
152,782
|
|
|
$
|
(10,825
|
)
|
|
|
Payments Due By Period
|
||||||||||||||||||
|
|
Total
|
|
Less Than
1 Year
|
|
1-3 Years
|
|
3-5 Years
|
|
More Than
5 Years
|
||||||||||
|
|
(dollars in thousands)
|
||||||||||||||||||
Contractual Obligations
(1)
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Long-term debt obligations
|
|
$
|
1,378,978
|
|
|
$
|
9,590
|
|
|
$
|
12,138
|
|
|
$
|
132,041
|
|
|
$
|
1,225,209
|
|
Capital lease obligations
|
|
98,914
|
|
|
45,752
|
|
|
22,737
|
|
|
6,174
|
|
|
24,251
|
|
|||||
Operating lease obligations
|
|
201,122
|
|
|
49,128
|
|
|
74,679
|
|
|
43,372
|
|
|
33,943
|
|
|||||
Purchase obligations
(2)
|
|
9,009
|
|
|
6,475
|
|
|
2,534
|
|
|
—
|
|
|
—
|
|
|||||
Interest on long-term debt obligations
(3)
|
|
450,692
|
|
|
64,156
|
|
|
127,626
|
|
|
121,986
|
|
|
136,924
|
|
|||||
Totals:
|
|
$
|
2,138,715
|
|
|
$
|
175,101
|
|
|
$
|
239,714
|
|
|
$
|
303,573
|
|
|
$
|
1,420,327
|
|
(1)
|
Not included in the table above are our unfunded pension liabilities totaling
$112.8 million
and uncertain tax position liabilities of
$19.0 million
as of
December 31, 2018
, for which the timing of payment is unknown.
|
(2)
|
Purchase obligations are defined as purchase agreements that are enforceable and legally binding and that specify all significant terms, including quantity, price, and the approximate timing of the transaction. The obligations reflected in the table relates primarily to raw materials purchase agreements and software hosting services.
|
(3)
|
Interest on long-term debt obligations is calculated based on debt outstanding and interest rates in effect on
December 31, 2018
, taking into account scheduled maturities and amortization payments.
|
•
|
Enhance and supplement the finance team in Europe by increasing the number of roles, reassigning responsibilities, and adding additional resources with an appropriate level of knowledge and experience in internal control over financial reporting commensurate with the financial reporting complexities of the organization;
|
•
|
Enhance the tone, communication and overall awareness of the importance of internal control over financial reporting from executive management;
|
•
|
Evaluate corporate and segment monitoring controls to ensure they are designed and operating at the appropriate level of precision required to support risk mitigation;
|
•
|
Implement enhancements to the design of our customer pricing controls in Europe;
|
•
|
Implement enhancements to the design of our journal entry controls in Europe;
|
•
|
Implement enhancements to the design of our controls related to the
reconciliation of subsidiary ledger financial information used in the consolidated financial statements;
|
•
|
Strengthen procedures and set guidelines for documentation of controls throughout our domestic and international locations for consistency of application;
|
•
|
Institute additional training programs that will continue on a regular basis related to internal control over financial reporting for our world-wide finance and accounting personnel.
|
•
|
Engaged a third party to review our tax provision process and recommend process enhancements;
|
•
|
Implemented the enhancements to the quarterly and annual provision processes as recommended by the third party;
|
•
|
Redesigned controls related to the accounting for income tax process;
|
•
|
Undertook extensive training for key personnel in each reporting jurisdiction on ASC 740 reporting requirements and our redesigned processes;
|
•
|
Engaged a third party to review our quarterly and annual tax calculations;
|
•
|
Hired experienced resources, including a new VP of Global Tax, with backgrounds in accounting for income taxes as well as public company experience; and
|
•
|
Implemented a tax reporting solution enhancing our internal reporting requirements.
|
|
|
(a)
|
|
(b)
|
|
(c)
|
|
Plan Category
|
|
Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants, and Rights
|
|
Weighted Average Exercise Price of Outstanding Options, Warrants, and Rights
(1)
|
|
Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column (a))
|
|
Equity compensation plans approved by security holders
(1)
|
|
4,268,579
(2)
|
|
$18.22
|
|
5,632,850
(3)
|
|
Equity compensation plans not approved by security holders
|
|
—
|
|
—
|
|
|
—
|
Total
|
|
4,268,579
|
|
$18.22
|
|
5,632,850
|
(1)
|
Excludes RSUs and PSUs, which have no exercise price.
|
(2)
|
Consists of shares underlying
3,332,705
stock options,
673,868
RSUs and 262,006 PSUs outstanding under the 2011 Stock Incentive Plan and 2017 Omnibus Equity Plan.
|
(3)
|
Number of securities remaining for future issuances includes only shares available under the 2017 Omnibus Equity Plan.
|
Exhibit No.
|
|
Exhibit Description
|
|
Form
|
|
File No.
|
|
Exhibit
|
|
Filing Date
|
3.1
|
|
|
8-K
|
|
001-38000
|
|
3.1
|
|
February 3, 2017
|
|
3.2
|
|
|
S-1/A
|
|
333-211761
|
|
3.4
|
|
January 5, 2017
|
|
4.1
|
|
|
S-1/A
|
|
333-211761
|
|
4.1
|
|
January 5, 2017
|
|
4.2
|
|
|
10-K
|
|
001-38000
|
|
4.2
|
|
March 3, 2017
|
|
4.3
|
|
|
S-1
|
|
333-221538
|
|
4.3
|
|
May 15, 2017
|
|
4.4
|
|
|
S-1
|
|
333-221538
|
|
4.4
|
|
November 13, 2017
|
|
4.5
|
|
|
8-K
|
|
001-38000
|
|
4.1
|
|
December 27, 2018
|
|
10.1
|
|
|
S-1
|
|
333-211761
|
|
10.1
|
|
June 1, 2016
|
|
10.2
|
|
|
S-1
|
|
333-211761
|
|
10.1.1
|
|
June 1, 2016
|
|
10.3
|
|
|
S-1/A
|
|
333-211761
|
|
10.1.2
|
|
November 17, 2016
|
|
10.4
|
|
|
8-K
|
|
001-38000
|
|
10.1
|
|
December 15, 2017
|
Exhibit No.
|
|
Exhibit Description
|
|
Form
|
|
File No.
|
|
Exhibit
|
|
Filing Date
|
10.5
|
|
|
S-1
|
|
333-211761
|
|
10.2
|
|
June 1, 2016
|
|
10.6
|
|
|
S-1
|
|
333-211761
|
|
10.2.1
|
|
June 1, 2016
|
|
10.7
|
|
|
S-1/A
|
|
333-211761
|
|
10.2.2
|
|
November 17, 2016
|
|
10.8
|
|
|
8-K
|
|
001-38000
|
|
10.1
|
|
March 8, 2017
|
|
10.9
|
|
|
8-K
|
|
001-38000
|
|
10.2
|
|
December 15, 2017
|
|
10.10
|
|
|
S-1/A
|
|
333-211761
|
|
10.3
|
|
December 16, 2016
|
|
10.11
|
|
|
S-1/A
|
|
333-211761
|
|
10.3.1
|
|
December 16, 2016
|
|
10.12
|
|
|
S-1/A
|
|
333-211761
|
|
10.3.2
|
|
December 16, 2016
|
|
10.13
|
|
|
S-1/A
|
|
333-211761
|
|
10.3.3
|
|
December 16, 2016
|
|
10.14
|
|
|
S-1/A
|
|
333-211761
|
|
10.4
|
|
December 16, 2016
|
|
10.15
|
|
|
S-1/A
|
|
333-211761
|
|
10.4.1
|
|
December 16, 2016
|
|
10.16
|
|
|
S-1/A
|
|
333-211761
|
|
10.4.2
|
|
December 16, 2016
|
|
10.17+
|
|
|
S-1/A
|
|
333-211761
|
|
10.6
|
|
December 16, 2016
|
|
10.18+
|
|
|
10-Q
|
|
001-38000
|
|
10.14
|
|
May 12, 2017
|
|
10.19+
|
|
|
S-1/A
|
|
333-211761
|
|
10.7
|
|
December 16, 2016
|
|
10.20+
|
|
|
S-1/A
|
|
333-211761
|
|
10.8
|
|
December 16, 2016
|
|
10.21+
|
|
|
S-1/A
|
|
333-211761
|
|
10.9
|
|
December 16, 2016
|
|
10.22+
|
|
|
S-1/A
|
|
333-211761
|
|
10.11
|
|
January 5, 2017
|
|
10.23+
|
|
|
S-1/A
|
|
333-211761
|
|
10.13
|
|
January 5, 2017
|
|
10.24+
|
|
|
S-1/A
|
|
333-211761
|
|
10.15
|
|
January 5, 2017
|
|
10.25+
|
|
|
S-1/A
|
|
333-211761
|
|
10.15.1
|
|
January 5, 2017
|
|
10.26+
|
|
|
S-1/A
|
|
333-211761
|
|
10.16
|
|
January 5, 2017
|
|
10.27+
|
|
|
S-1/A
|
|
333-211761
|
|
10.17
|
|
January 5, 2017
|
JELD-WEN HOLDING, INC.
|
|
(Registrant)
|
|
|
|
By:
|
/s/ John Linker
|
|
John Linker
|
|
Chief Financial Officer
|
Signature
|
|
Title
|
|
Date
|
|
|
|
|
|
|
|
/s/ Gary S. Michel
|
|
President, Chief Executive Officer and Director (Principal Executive Officer)
|
|
March 1, 2019
|
|
Gary S. Michel
|
|
|
|
||
/s/ John Linker
|
|
Chief Financial Officer (Principal Financial Officer)
|
|
March 1, 2019
|
|
John Linker
|
|
|
|
||
/s/ Scott Vining
|
|
Chief Accounting Officer (Principal Accounting Officer)
|
|
March 1, 2019
|
|
Scott Vining
|
|
|
|
||
/s/ Kirk Hachigian
|
|
Chairman
|
|
March 1, 2019
|
|
Kirk Hachigian
|
|
|
|
|
|
/s/ Roderick C. Wendt
|
|
Vice Chairman
|
|
March 1, 2019
|
|
Roderick C. Wendt
|
|
|
|
|
|
/s/ William Banholzer
|
|
Director
|
|
March 1, 2019
|
|
William Banholzer
|
|
|
|
|
|
/s/ Martha Byorum
|
|
Director
|
|
March 1, 2019
|
|
Martha (Stormy) Byorum
|
|
|
|
|
|
/s/ Greg G. Maxwell
|
|
Director
|
|
March 1, 2019
|
|
Greg G. Maxwell
|
|
|
|
|
|
/s/ Anthony Munk
|
|
Director
|
|
March 1, 2019
|
|
Anthony Munk
|
|
|
|
|
Signature
|
|
Title
|
|
Date
|
|
/s/ Matthew Ross
|
|
Director
|
|
March 1, 2019
|
|
Matthew Ross
|
|
|
|
|
|
/s/ Suzanne Stefany
|
|
Director
|
|
March 1, 2019
|
|
Suzanne Stefany
|
|
|
|
|
|
/s/ Bruce Taten
|
|
Director
|
|
March 1, 2019
|
|
Bruce Taten
|
|
|
|
|
|
/s/ Steven E. Wynne
|
|
Director
|
|
March 1, 2019
|
|
Steven E. Wynne
|
|
|
|
|
Report of Independent Registered Public Accounting Firm
|
|
|
Consolidated Statements of Operations for the Years Ended December 31, 2018, 2017 and 2016
|
|
|
Consolidated Statements of Comprehensive Income (Loss) for the Years Ended December 31, 2018, 2017 and 2016
|
|
|
Consolidated Balance Sheets as of December 31, 2018 and 2017
|
|
|
Consolidated Statements of Equity for the Years Ended December 31, 2018, 2017 and 2016
|
|
|
Consolidated Statements of Cash Flows for the Years Ended December 31, 2018, 2017 and 2016
|
|
|
Notes to Consolidated Financial Statements
|
|
Schedule I - Parent Company Information as of December 31, 2018 and 2017 and for the Years Ended December 31, 2018, 2017 and 2016
|
|
|
|
For the Years Ended December 31,
|
||||||||||
(amounts in thousands, except share and per share data)
|
|
2018
|
|
2017
|
|
2016
|
||||||
Net revenues
|
|
$
|
4,346,703
|
|
|
$
|
3,763,749
|
|
|
$
|
3,666,942
|
|
Cost of sales
|
|
3,422,969
|
|
|
2,914,327
|
|
|
2,890,894
|
|
|||
Gross margin
|
|
923,734
|
|
|
849,422
|
|
|
776,048
|
|
|||
Selling, general and administrative
|
|
733,748
|
|
|
572,458
|
|
|
552,881
|
|
|||
Impairment and restructuring charges
|
|
17,328
|
|
|
13,056
|
|
|
13,847
|
|
|||
Operating income
|
|
172,658
|
|
|
263,908
|
|
|
209,320
|
|
|||
Interest expense, net
|
|
70,818
|
|
|
79,034
|
|
|
77,590
|
|
|||
Loss on debt extinguishment
|
|
—
|
|
|
23,262
|
|
|
—
|
|
|||
Gain on previously held shares of an equity investment
|
|
(20,767
|
)
|
|
—
|
|
|
—
|
|
|||
Other (income) expense
|
|
(12,970
|
)
|
|
15,857
|
|
|
1,410
|
|
|||
Income before taxes, equity earnings
|
|
135,577
|
|
|
145,755
|
|
|
130,320
|
|
|||
Income tax (benefit) expense
|
|
(7,958
|
)
|
|
138,603
|
|
|
(246,394
|
)
|
|||
Income from continuing operations, net of tax
|
|
143,535
|
|
|
7,152
|
|
|
376,714
|
|
|||
Equity earnings of non-consolidated entities
|
|
738
|
|
|
3,639
|
|
|
3,791
|
|
|||
Loss from discontinued operations, net of tax
|
|
—
|
|
|
—
|
|
|
(3,324
|
)
|
|||
Net income
|
|
$
|
144,273
|
|
|
$
|
10,791
|
|
|
$
|
377,181
|
|
Less net loss attributable to non-controlling interest
|
|
(87
|
)
|
|
—
|
|
|
—
|
|
|||
Convertible preferred stock dividends
|
|
—
|
|
|
10,462
|
|
|
396,647
|
|
|||
Net income (loss) attributable to common shareholders
|
|
$
|
144,360
|
|
|
$
|
329
|
|
|
$
|
(19,466
|
)
|
|
|
|
|
|
|
|
||||||
Weighted average common shares outstanding
|
|
|
|
|
|
|
||||||
Basic
|
|
104,530,572
|
|
97,460,676
|
|
17,992,879
|
||||||
Diluted
|
|
106,360,657
|
|
101,462,135
|
|
17,992,879
|
||||||
Income (loss) per share from continuing operations
|
|
|
|
|
|
|
||||||
Basic
|
|
$
|
1.38
|
|
|
$
|
0.00
|
|
|
$
|
(0.90
|
)
|
Diluted
|
|
$
|
1.36
|
|
|
$
|
0.00
|
|
|
$
|
(0.90
|
)
|
Loss per share from discontinued operations
|
|
|
|
|
|
|
||||||
Basic
|
|
$
|
0.00
|
|
|
$
|
0.00
|
|
|
$
|
(0.18
|
)
|
Diluted
|
|
$
|
0.00
|
|
|
$
|
0.00
|
|
|
$
|
(0.18
|
)
|
Net income (loss) per share
|
|
|
|
|
|
|
||||||
Basic
|
|
$
|
1.38
|
|
|
$
|
0.00
|
|
|
$
|
(1.08
|
)
|
Diluted
|
|
$
|
1.36
|
|
|
$
|
0.00
|
|
|
$
|
(1.08
|
)
|
|
|
For the Years Ended December 31,
|
||||||||||
(amounts in thousands)
|
|
2018
|
|
2017
|
|
2016
|
||||||
Net income
|
|
$
|
144,273
|
|
|
$
|
10,791
|
|
|
$
|
377,181
|
|
Other comprehensive (loss) income, net of tax:
|
|
|
|
|
|
|
||||||
Foreign currency translation adjustments, net of tax of ($1,892), $0, and $0, respectively
|
|
(64,349
|
)
|
|
87,934
|
|
|
(32,383
|
)
|
|||
Interest rate hedge adjustments, net of tax (benefit) expense of ($538), $5,001 and $0, respectively
|
|
2,636
|
|
|
4,486
|
|
|
(2,679
|
)
|
|||
Defined benefit pension plans, net of tax expense (benefit) of $4,214, $5,357 and ($419), respectively
|
|
12,237
|
|
|
9,415
|
|
|
868
|
|
|||
Total other comprehensive (loss) income, net of tax
|
|
(49,476
|
)
|
|
101,835
|
|
|
(34,194
|
)
|
|||
Comprehensive income
|
|
$
|
94,797
|
|
|
$
|
112,626
|
|
|
$
|
342,987
|
|
(amounts in thousands, except share and per share data)
|
|
December 31,
2018 |
|
December 31,
2017 |
||||
ASSETS
|
|
|
|
|
||||
Current assets
|
|
|
|
|
||||
Cash and cash equivalents
|
|
$
|
116,991
|
|
|
$
|
220,175
|
|
Restricted cash
|
|
632
|
|
|
36,059
|
|
||
Accounts receivable, net
|
|
471,655
|
|
|
453,251
|
|
||
Inventories
|
|
513,238
|
|
|
405,353
|
|
||
Other current assets
|
|
48,961
|
|
|
30,403
|
|
||
Total current assets
|
|
1,151,477
|
|
|
1,145,241
|
|
||
Property and equipment, net
|
|
843,403
|
|
|
756,711
|
|
||
Deferred tax assets
|
|
207,065
|
|
|
183,726
|
|
||
Goodwill
|
|
585,942
|
|
|
549,063
|
|
||
Intangible assets, net
|
|
225,553
|
|
|
166,313
|
|
||
Other assets
|
|
37,615
|
|
|
61,886
|
|
||
Total assets
|
|
$
|
3,051,055
|
|
|
$
|
2,862,940
|
|
LIABILITIES AND EQUITY
|
|
|
|
|
||||
Current liabilities
|
|
|
|
|
||||
Accounts payable
|
|
$
|
250,281
|
|
|
$
|
259,934
|
|
Accrued payroll and benefits
|
|
114,784
|
|
|
122,212
|
|
||
Accrued expenses and other current liabilities
|
|
250,274
|
|
|
186,605
|
|
||
Notes payable and current maturities of long-term debt
|
|
54,930
|
|
|
8,770
|
|
||
Total current liabilities
|
|
670,269
|
|
|
577,521
|
|
||
Long-term debt
|
|
1,422,962
|
|
|
1,264,933
|
|
||
Unfunded pension liability
|
|
107,522
|
|
|
116,586
|
|
||
Deferred credits and other liabilities
|
|
72,038
|
|
|
102,614
|
|
||
Deferred tax liabilities
|
|
10,457
|
|
|
9,249
|
|
||
Total liabilities
|
|
2,283,248
|
|
|
2,070,903
|
|
||
Commitments and contingencies
(Note 29)
|
|
|
|
|
||||
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, 101,310,862 shares outstanding as of December 31, 2018; 900,000,000 shares authorized, par value $0.01 per share, 105,990,483 shares outstanding as of December 31, 2017
|
|
1,013
|
|
|
1,060
|
|
||
Additional paid-in capital
|
|
658,593
|
|
|
652,666
|
|
||
Retained earnings
|
|
253,041
|
|
|
233,658
|
|
||
Accumulated other comprehensive loss
|
|
(144,823
|
)
|
|
(95,347
|
)
|
||
Total shareholders’ equity attributable to common shareholders
|
|
767,824
|
|
|
792,037
|
|
||
Non-controlling interest
|
|
(17
|
)
|
|
—
|
|
||
Total shareholders’ equity
|
|
767,807
|
|
|
792,037
|
|
||
Total liabilities and shareholders’ equity
|
|
$
|
3,051,055
|
|
|
$
|
2,862,940
|
|
|
December 31, 2018
|
|
December 31, 2017
|
|
December 31, 2016
|
|||||||||||||
(amounts in thousands, except share and per share amounts)
|
Shares
|
|
Amount
|
|
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
|
|
|
17,829,240
|
|
$
|
178
|
|
Shares issued for exercise/vesting of share-based compensation awards
|
907,068
|
|
9
|
|
|
2,047,668
|
|
|
21
|
|
|
65,153
|
|
—
|
|
|||
Shares repurchased
|
(5,287,964)
|
|
(53
|
)
|
|
(2,266
|
)
|
|
—
|
|
|
—
|
|
—
|
|
|||
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
|
(298,725)
|
|
(3
|
)
|
|
(742,615
|
)
|
|
(7
|
)
|
|
—
|
|
$
|
—
|
|
||
Shares issued in initial public offering
|
—
|
|
—
|
|
|
22,272,727
|
|
|
223
|
|
|
—
|
|
$
|
—
|
|
||
Balance at period end
|
101,310,862
|
|
1,013
|
|
|
105,990,483
|
|
|
1,060
|
|
|
17,894,393
|
|
178
|
|
|||
Class B-1 Common Stock
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Balance as of January 1
|
—
|
|
—
|
|
|
177,221
|
|
|
2
|
|
|
68,046
|
|
1
|
|
|||
Shares issued for exercise of stock options
|
—
|
|
—
|
|
|
—
|
|
|
—
|
|
|
109,175
|
|
1
|
|
|||
Class B-1 Common Stock converted to common
|
—
|
|
—
|
|
|
(177,221
|
)
|
|
(2
|
)
|
|
—
|
|
—
|
|
|||
Balance at period end
|
—
|
|
—
|
|
|
—
|
|
|
—
|
|
|
177,221
|
|
2
|
|
|||
Balance at period end
|
|
|
$
|
1,013
|
|
|
|
|
$
|
1,060
|
|
|
|
|
$
|
180
|
|
|
Additional paid-in capital
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Balance as of January 1
|
|
$
|
653,327
|
|
|
|
|
$
|
37,205
|
|
|
|
|
$
|
89,101
|
|
||
Shares issued for exercise/vesting of share-based compensation awards
|
|
192
|
|
|
|
|
1,008
|
|
|
|
|
1,187
|
|
|||||
Shares repurchased
|
|
—
|
|
|
|
|
(183
|
)
|
|
|
|
—
|
|
|||||
Shares surrendered for tax obligations for employee share-based transactions
|
|
(8,887
|
)
|
|
|
|
(25,897
|
)
|
|
|
|
(982
|
)
|
|||||
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
|
)
|
|
|
|
—
|
|
|||||
Distributions on common stock and Class B-1 common stock
|
|
—
|
|
|
|
|
—
|
|
|
|
|
(73,957
|
)
|
|||||
Amortization of share-based compensation
|
|
14,609
|
|
|
|
|
17,910
|
|
|
|
|
21,856
|
|
|||||
Balance at period end
|
|
659,241
|
|
|
|
|
653,327
|
|
|
|
|
37,205
|
|
|||||
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
|
|
(661
|
)
|
|
|
|
(843
|
)
|
|
|
|
(1,011
|
)
|
|||||
Net issuances, payments and accrued interest on notes
|
|
13
|
|
|
|
|
182
|
|
|
|
|
168
|
|
|||||
Balance at period end
|
|
(648
|
)
|
|
|
|
(661
|
)
|
|
|
|
(843
|
)
|
|||||
Balance at period end
|
|
$
|
658,593
|
|
|
|
|
$
|
652,666
|
|
|
|
|
$
|
36,362
|
|
|
December 31, 2018
|
|
December 31, 2017
|
|
December 31, 2016
|
||||||||||||
|
Shares
|
|
Amount
|
|
Shares
|
|
Amount
|
|
Shares
|
|
Amount
|
||||||
Retained earnings
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Balance as of January 1
|
|
$
|
233,658
|
|
|
|
|
$
|
222,232
|
|
|
|
|
$
|
(154,949
|
)
|
|
Share repurchased
|
|
(124,977
|
)
|
|
|
|
—
|
|
|
|
|
|
|||||
Adoption of new accounting standard ASU 2016-09
|
|
—
|
|
|
|
|
635
|
|
|
|
|
—
|
|
||||
Net income
|
|
144,360
|
|
|
|
|
10,791
|
|
|
|
|
377,181
|
|
||||
Balance at period end
|
|
$
|
253,041
|
|
|
|
|
$
|
233,658
|
|
|
|
|
$
|
222,232
|
|
|
Accumulated other comprehensive (loss) income
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Foreign currency adjustments
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Balance as of January 1
|
|
$
|
21,985
|
|
|
|
|
$
|
(65,949
|
)
|
|
|
|
$
|
(33,575
|
)
|
|
Change during period
|
|
(64,349
|
)
|
|
|
|
87,934
|
|
|
|
|
(32,374
|
)
|
||||
Balance at period end
|
|
(42,364
|
)
|
|
|
|
21,985
|
|
|
|
|
(65,949
|
)
|
||||
Unrealized (loss) gain on interest rate hedges
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Balance as of January 1
|
|
(8,810
|
)
|
|
|
|
(13,296
|
)
|
|
|
|
(10,617
|
)
|
||||
Change during period
|
|
2,636
|
|
|
|
|
4,486
|
|
|
|
|
(2,679
|
)
|
||||
Balance at period end
|
|
(6,174
|
)
|
|
|
|
(8,810
|
)
|
|
|
|
(13,296
|
)
|
||||
Net actuarial pension (loss) gain
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Balance as of January 1
|
|
(108,522
|
)
|
|
|
|
(117,937
|
)
|
|
|
|
(118,805
|
)
|
||||
Change during period
|
|
12,237
|
|
|
|
|
9,415
|
|
|
|
|
868
|
|
||||
Balance at period end
|
|
(96,285
|
)
|
|
|
|
(108,522
|
)
|
|
|
|
(117,937
|
)
|
||||
Balance at period end
|
|
$
|
(144,823
|
)
|
|
|
|
$
|
(95,347
|
)
|
|
|
|
$
|
(197,182
|
)
|
|
Non-controlling interest
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Balance as of January 1
|
|
$
|
—
|
|
|
|
|
$
|
—
|
|
|
|
|
$
|
—
|
|
|
Acquisition of non-controlling interest
|
|
51
|
|
|
|
|
—
|
|
|
|
|
—
|
|
||||
Net loss
|
|
(87
|
)
|
|
|
|
—
|
|
|
|
|
—
|
|
||||
Foreign currency translation
|
|
19
|
|
|
|
|
—
|
|
|
|
|
—
|
|
||||
Balance at period end
|
|
$
|
(17
|
)
|
|
|
|
$
|
—
|
|
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Total shareholders’ equity at period end
|
|
$
|
767,807
|
|
|
|
|
$
|
792,037
|
|
|
|
|
$
|
61,592
|
|
|
|
For the Years Ended December 31,
|
||||||||||
(amounts in thousands)
|
|
2018
|
|
2017
|
|
2016
|
||||||
OPERATING ACTIVITIES
|
|
|
|
|
|
|
||||||
Net income
|
|
$
|
144,273
|
|
|
$
|
10,791
|
|
|
$
|
377,181
|
|
Adjustments to reconcile net income to cash used in operating activities:
|
|
|
|
|
|
|
||||||
Depreciation and amortization
|
|
125,100
|
|
|
111,273
|
|
|
107,995
|
|
|||
Deferred income taxes
|
|
(34,676
|
)
|
|
96,776
|
|
|
(265,756
|
)
|
|||
(Gain) loss on sale of business units, property and equipment
|
|
845
|
|
|
206
|
|
|
(3,275
|
)
|
|||
Adjustment to carrying value of assets
|
|
1,230
|
|
|
1,479
|
|
|
5,221
|
|
|||
Equity earnings in non-consolidated entities
|
|
(738
|
)
|
|
(3,639
|
)
|
|
(3,791
|
)
|
|||
Amortization of deferred financing costs
|
|
2,107
|
|
|
9,422
|
|
|
3,980
|
|
|||
Loss on extinguishment of debt
|
|
—
|
|
|
23,262
|
|
|
—
|
|
|||
Non-cash gain on previously held shares of an equity investment
|
|
(20,767
|
)
|
|
—
|
|
|
—
|
|
|||
Stock-based compensation
|
|
15,052
|
|
|
19,785
|
|
|
22,464
|
|
|||
Contributions to U.S. pension plan
|
|
(4,125
|
)
|
|
(10,000
|
)
|
|
—
|
|
|||
Amortization of U.S. pension expense
|
|
9,314
|
|
|
12,680
|
|
|
12,264
|
|
|||
Other items, net
|
|
3,158
|
|
|
(8,170
|
)
|
|
(5,283
|
)
|
|||
Net change in operating assets and liabilities, net of effect of acquisitions:
|
|
|
|
|
|
|
||||||
Accounts receivable
|
|
16,792
|
|
|
660
|
|
|
(79,860
|
)
|
|||
Inventories
|
|
(35,529
|
)
|
|
(32,028
|
)
|
|
14,749
|
|
|||
Other assets
|
|
(19,865
|
)
|
|
(5,657
|
)
|
|
(10,799
|
)
|
|||
Accounts payable and accrued expenses
|
|
37,230
|
|
|
26,714
|
|
|
27,569
|
|
|||
Change in short term and long term tax liabilities
|
|
(19,748
|
)
|
|
12,239
|
|
|
(1,004
|
)
|
|||
Net cash provided by operating activities
|
|
219,653
|
|
|
265,793
|
|
|
201,655
|
|
|||
INVESTING ACTIVITIES
|
|
|
|
|
|
|
||||||
Purchases of property and equipment
|
|
(97,399
|
)
|
|
(59,599
|
)
|
|
(74,033
|
)
|
|||
Proceeds from sale of business units, property and equipment
|
|
1,973
|
|
|
2,713
|
|
|
7,614
|
|
|||
Purchase of intangible assets
|
|
(21,301
|
)
|
|
(3,450
|
)
|
|
(5,464
|
)
|
|||
Purchases of businesses, net of cash acquired
|
|
(167,688
|
)
|
|
(131,448
|
)
|
|
(85,866
|
)
|
|||
Cash received for notes receivable
|
|
274
|
|
|
1,991
|
|
|
967
|
|
|||
Net cash used in investing activities
|
|
(284,141
|
)
|
|
(189,793
|
)
|
|
(156,782
|
)
|
|||
FINANCING ACTIVITIES
|
|
|
|
|
|
|
||||||
Distributions paid
|
|
—
|
|
|
—
|
|
|
(404,198
|
)
|
|||
Change in long-term debt
|
|
70,468
|
|
|
(389,665
|
)
|
|
349,836
|
|
|||
Payments of notes payable
|
|
—
|
|
|
(205
|
)
|
|
(180
|
)
|
|||
Employee note repayments
|
|
39
|
|
|
26
|
|
|
2,336
|
|
|||
Contingent consideration for acquisitions
|
|
(3,701
|
)
|
|
—
|
|
|
|
||||
Common stock issued for exercise of options
|
|
201
|
|
|
1,029
|
|
|
1,187
|
|
|||
Common stock repurchased
|
|
(125,030
|
)
|
|
—
|
|
|
—
|
|
|||
Payments to tax authority for employee share-based compensation
|
|
(9,452
|
)
|
|
(25,335
|
)
|
|
(982
|
)
|
|||
Proceeds from sale of common stock, net of underwriting fees and commissions
|
|
—
|
|
|
480,306
|
|
|
—
|
|
|||
Payments associated with initial public offering
|
|
—
|
|
|
(2,066
|
)
|
|
—
|
|
|||
Net cash provided by financing activities
|
|
(67,475
|
)
|
|
64,090
|
|
|
(52,001
|
)
|
|||
Effect of foreign currency exchange rates on cash
|
|
(6,648
|
)
|
|
12,692
|
|
|
(3,697
|
)
|
|||
Net (decrease) increase in cash and cash equivalents
|
|
(138,611
|
)
|
|
152,782
|
|
|
(10,825
|
)
|
|||
Cash, cash equivalents and restricted cash, beginning
|
|
256,234
|
|
|
103,452
|
|
|
114,277
|
|
|||
Cash, cash equivalents and restricted cash, ending
|
|
$
|
117,623
|
|
|
$
|
256,234
|
|
|
$
|
103,452
|
|
For further information see Footnote 31 -
Supplemental Cash Flow.
|
|
|
|
|
|
|
|
Year Ended
|
||||||||||||||
|
December 31, 2017
|
||||||||||||||
(amounts in thousands, except per share data)
|
As Reported
|
|
ASU 2017-07
|
|
Re-classification
*
|
|
As Revised
|
||||||||
Consolidated Statement of Operations:
|
|
|
|
|
|
|
|
||||||||
Net revenues
|
$
|
3,763,934
|
|
|
$
|
—
|
|
|
$
|
(185
|
)
|
|
$
|
3,763,749
|
|
Cost of sales
|
2,915,736
|
|
|
—
|
|
|
(1,409
|
)
|
|
2,914,327
|
|
||||
Gross margin
|
848,198
|
|
|
—
|
|
|
1,224
|
|
|
849,422
|
|
||||
Selling, general and administrative
|
585,074
|
|
|
(12,616
|
)
|
|
—
|
|
|
572,458
|
|
||||
Operating income
|
250,068
|
|
|
12,616
|
|
|
1,224
|
|
|
263,908
|
|
||||
Other expense
|
2,017
|
|
|
12,616
|
|
|
1,224
|
|
|
15,857
|
|
|
|||||||||||||||
|
Year Ended
|
||||||||||||||
|
December 31, 2016
|
||||||||||||||
(amounts in thousands, except per share data)
|
As Reported
|
|
ASU 2017-07
|
|
Re-classification
*
|
|
As Revised
|
||||||||
Consolidated Statement of Operations:
|
|
|
|
|
|
|
|
||||||||
Net revenues
|
$
|
3,666,799
|
|
|
$
|
—
|
|
|
$
|
143
|
|
|
$
|
3,666,942
|
|
Cost of sales
|
2,892,248
|
|
|
—
|
|
|
(1,354
|
)
|
|
2,890,894
|
|
||||
Gross margin
|
774,551
|
|
|
—
|
|
|
1,497
|
|
|
776,048
|
|
||||
Selling, general and administrative
|
565,619
|
|
|
(12,738
|
)
|
|
—
|
|
|
552,881
|
|
||||
Operating income
|
195,085
|
|
|
12,738
|
|
|
1,497
|
|
|
209,320
|
|
||||
Other expense
|
(12,825
|
)
|
|
12,738
|
|
|
1,497
|
|
|
1,410
|
|
Land improvements
|
10 - 20 years
|
Buildings
|
15 - 45 years
|
Machinery and equipment
|
3 - 20 years
|
Trademarks and trade names
|
3 - 40 years
|
Software
|
2 - 20 years
|
Licenses and rights
|
5 - 15 years
|
Customer relationships
|
2 - 20 years
|
Patents
|
5 - 25 years
|
•
|
In April 2018, we acquired the assets of D&K, a long-standing supplier of cavity sliders to our Corinthian Doors business. D&K is now part of our Australasia segment.
|
•
|
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
|
|
Measurement Period Adjustment
|
|
Revised Preliminary Allocation
|
||||||
Fair value of identifiable assets and liabilities:
|
|
|
|
|
|
||||||
Accounts receivable
|
$
|
58,714
|
|
|
$
|
(1,016
|
)
|
|
$
|
57,698
|
|
Inventories
|
97,305
|
|
|
(8,069
|
)
|
|
89,236
|
|
|||
Other current assets
|
14,910
|
|
|
(6,137
|
)
|
|
8,773
|
|
|||
Property and equipment
|
53,128
|
|
|
26,170
|
|
|
79,298
|
|
|||
Identifiable intangible assets
|
70,057
|
|
|
(1,363
|
)
|
|
68,694
|
|
|||
Goodwill
|
64,950
|
|
|
(4,600
|
)
|
|
60,350
|
|
|||
Other assets
|
7,283
|
|
|
(2,993
|
)
|
|
4,290
|
|
|||
Total assets
|
$
|
366,347
|
|
|
$
|
1,992
|
|
|
$
|
368,339
|
|
Accounts payable
|
29,512
|
|
|
(6,097
|
)
|
|
23,415
|
|
|||
Current maturities of long-term debt
|
17,278
|
|
|
803
|
|
|
18,081
|
|
|||
Other current liabilities
|
27,595
|
|
|
4,041
|
|
|
31,636
|
|
|||
Long-term debt
|
47,369
|
|
|
5,129
|
|
|
52,498
|
|
|||
Other liabilities
|
17,735
|
|
|
(805
|
)
|
|
16,930
|
|
|||
Non-controlling interest
|
(184
|
)
|
|
235
|
|
|
51
|
|
|||
Total liabilities
|
$
|
139,305
|
|
|
$
|
3,306
|
|
|
$
|
142,611
|
|
Purchase price:
|
|
|
|
|
|
||||||
Cash consideration, net of cash acquired
|
$
|
169,002
|
|
|
$
|
(1,314
|
)
|
|
$
|
167,688
|
|
Contingent consideration
|
3,898
|
|
|
—
|
|
|
3,898
|
|
|||
Gain on previously held shares
|
20,767
|
|
|
—
|
|
|
20,767
|
|
|||
Existing investment in acquired entity
|
33,483
|
|
|
—
|
|
|
33,483
|
|
|||
Non-cash consideration related to acquired intercompany balances
|
(108
|
)
|
|
—
|
|
|
(108
|
)
|
|||
Total consideration, net of cash acquired
|
$
|
227,042
|
|
|
$
|
(1,314
|
)
|
|
$
|
225,728
|
|
(amounts in thousands)
|
|
2018
|
|
2017
|
|
2016
|
||||||
Net revenues
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
7,593
|
|
Loss before tax and non-controlling interest
|
|
—
|
|
|
—
|
|
|
(3,513
|
)
|
|||
Loss from discontinued operations, net of tax
|
|
—
|
|
|
—
|
|
|
(3,324
|
)
|
(amounts in thousands)
|
2018
|
|
2017
|
|
2016
|
||||||
Balance as of January 1,
|
$
|
(4,446
|
)
|
|
$
|
(3,839
|
)
|
|
$
|
(3,664
|
)
|
Acquisitions
(Note 2)
|
(1,668
|
)
|
|
(268
|
)
|
|
(755
|
)
|
|||
Additions charged to expense
|
(2,470
|
)
|
|
(1,227
|
)
|
|
(410
|
)
|
|||
Deductions
|
2,210
|
|
|
1,260
|
|
|
1,057
|
|
|||
Currency translation
|
384
|
|
|
(372
|
)
|
|
(67
|
)
|
|||
Balance at period end
|
$
|
(5,990
|
)
|
|
$
|
(4,446
|
)
|
|
$
|
(3,839
|
)
|
(amounts in thousands)
|
2018
|
|
2017
|
||||
Raw materials
|
$
|
371,168
|
|
|
$
|
283,772
|
|
Work in process
|
42,822
|
|
|
35,734
|
|
||
Finished goods
|
99,248
|
|
|
85,847
|
|
||
Total inventories
|
$
|
513,238
|
|
|
$
|
405,353
|
|
(amounts in thousands)
|
2018
|
|
2017
|
||||
Prepaid assets
|
$
|
30,974
|
|
|
$
|
22,782
|
|
Refundable income taxes
|
9,677
|
|
|
4,234
|
|
||
Fair value of derivative instruments
(Note 27)
|
8,234
|
|
|
2,235
|
|
||
Other
|
76
|
|
|
1,152
|
|
||
Total other current assets
|
$
|
48,961
|
|
|
$
|
30,403
|
|
(amounts in thousands)
|
2018
|
|
2017
|
||||
Land improvements
|
$
|
34,060
|
|
|
$
|
33,026
|
|
Buildings
|
501,659
|
|
|
468,355
|
|
||
Machinery and equipment
|
1,306,555
|
|
|
1,237,915
|
|
||
Total depreciable assets
|
1,842,274
|
|
|
1,739,296
|
|
||
Accumulated depreciation
|
(1,138,898
|
)
|
|
(1,106,913
|
)
|
||
|
703,376
|
|
|
632,383
|
|
||
Land
|
69,188
|
|
|
68,312
|
|
||
Construction in progress
|
70,839
|
|
|
56,016
|
|
||
Total property and equipment, net
|
$
|
843,403
|
|
|
$
|
756,711
|
|
(amounts in thousands)
|
2018
|
|
2017
|
|
2016
|
||||||
Cost of sales
|
$
|
85,357
|
|
|
$
|
78,975
|
|
|
$
|
78,608
|
|
Selling, general and administrative
|
8,699
|
|
|
7,835
|
|
|
7,839
|
|
|||
Total depreciation expense
|
$
|
94,056
|
|
|
$
|
86,810
|
|
|
$
|
86,447
|
|
(amounts in thousands)
|
North
America
|
|
Europe
|
|
Australasia
|
|
Total
Reportable
Segments
|
||||||||
Balance as of December 31, 2016
|
$
|
187,376
|
|
|
$
|
229,977
|
|
|
$
|
69,567
|
|
|
$
|
486,920
|
|
Acquisitions
|
30,251
|
|
|
8,569
|
|
|
8,934
|
|
|
47,754
|
|
||||
Acquisition remeasurements
|
(16,504
|
)
|
|
(2,734
|
)
|
|
(4,376
|
)
|
|
(23,614
|
)
|
||||
Currency translation
|
437
|
|
|
32,350
|
|
|
5,216
|
|
|
38,003
|
|
||||
Balance as of December 31, 2017
|
$
|
201,560
|
|
|
$
|
268,162
|
|
|
$
|
79,341
|
|
|
$
|
549,063
|
|
Acquisitions - preliminary allocation
|
17,645
|
|
|
30,167
|
|
|
17,138
|
|
|
64,950
|
|
||||
Acquisition remeasurements
|
4,881
|
|
|
(3,317
|
)
|
|
(5,227
|
)
|
|
(3,663
|
)
|
||||
Currency translation
|
(524
|
)
|
|
(15,324
|
)
|
|
(8,560
|
)
|
|
(24,408
|
)
|
||||
Balance as of December 31, 2018
|
$
|
223,562
|
|
|
$
|
279,688
|
|
|
$
|
82,692
|
|
|
$
|
585,942
|
|
(amounts in thousands)
|
|
||
Balance as of December 31, 2016
|
$
|
115,725
|
|
Acquisitions
|
30,430
|
|
|
Acquisition remeasurements
|
16,282
|
|
|
Additions, (net of $137 write-offs)
|
12,719
|
|
|
Amortization
|
(15,896
|
)
|
|
Currency translation
|
7,053
|
|
|
Balance as of December 31, 2017
|
$
|
166,313
|
|
Acquisitions
|
70,057
|
|
|
Acquisition remeasurements
|
(1,363
|
)
|
|
Additions, (net of $172 write-offs)
|
24,553
|
|
|
Amortization
|
(22,208
|
)
|
|
Currency translation
|
(11,799
|
)
|
|
Balance as of December 31, 2018
|
$
|
225,553
|
|
(amounts in thousands)
|
2018
|
||||||||||
|
Cost
|
|
Accumulated
Amortization
|
|
Net
Book Value
|
||||||
Customer relationships and agreements
|
$
|
134,999
|
|
|
$
|
(45,418
|
)
|
|
$
|
89,581
|
|
Software
|
62,147
|
|
|
(14,053
|
)
|
|
48,094
|
|
|||
Trademarks and trade names
|
57,513
|
|
|
$
|
(5,050
|
)
|
|
$
|
52,463
|
|
|
Patents, licenses and rights
|
47,804
|
|
|
(12,389
|
)
|
|
35,415
|
|
|||
Total amortizable intangibles
|
$
|
302,463
|
|
|
$
|
(76,910
|
)
|
|
$
|
225,553
|
|
(amounts in thousands)
|
2017
|
||||||||||
|
Cost
|
|
Accumulated
Amortization
|
|
Net
Book Value
|
||||||
Customer relationships and agreements
|
$
|
105,485
|
|
|
$
|
(38,210
|
)
|
|
$
|
67,275
|
|
Software
|
35,191
|
|
|
(10,814
|
)
|
|
24,377
|
|
|||
Trademarks and trade names
|
38,600
|
|
|
(3,544
|
)
|
|
35,056
|
|
|||
Patents, licenses and rights
|
47,385
|
|
|
(7,780
|
)
|
|
39,605
|
|
|||
Total amortizable intangibles
|
$
|
226,661
|
|
|
$
|
(60,348
|
)
|
|
$
|
166,313
|
|
(amounts in thousands)
|
2018
|
|
2017
|
|
2016
|
||||||
Amortization expense
|
$
|
22,208
|
|
|
$
|
15,896
|
|
|
$
|
12,733
|
|
2019
|
$
|
23,510
|
|
2020
|
24,045
|
|
|
2021
|
23,001
|
|
|
2022
|
21,981
|
|
|
2023
|
20,379
|
|
|
Thereafter
|
112,637
|
|
|
|
$
|
225,553
|
|
(amounts in thousands)
|
2018
|
|
2017
|
||||
Customer displays
|
$
|
15,069
|
|
|
$
|
12,702
|
|
Deposits
|
6,627
|
|
|
3,640
|
|
||
Long-term notes receivable
|
4,902
|
|
|
4,984
|
|
||
Overfunded pension benefit obligation
|
1,517
|
|
|
1,903
|
|
||
Other prepaid expenses
|
5,331
|
|
|
1,869
|
|
||
Other long-term accounts receivable
|
1,451
|
|
|
1,556
|
|
||
Debt issuance costs on unused portion of revolver facility
|
1,552
|
|
|
2,045
|
|
||
Long-term taxes receivable
|
800
|
|
|
—
|
|
||
Investments
(Note 11)
|
366
|
|
|
33,187
|
|
||
Total other assets
|
$
|
37,615
|
|
|
$
|
61,886
|
|
(amounts in thousands)
|
Equity
|
|
Cost
|
|
Total
|
||||||
Ending balance, December 31, 2016
|
$
|
29,106
|
|
|
$
|
370
|
|
|
$
|
29,476
|
|
Equity earnings
|
3,639
|
|
|
—
|
|
|
3,639
|
|
|||
Additions
|
—
|
|
|
6
|
|
|
6
|
|
|||
Other
|
—
|
|
|
66
|
|
|
66
|
|
|||
Ending balance, December 31, 2017
|
$
|
32,745
|
|
|
$
|
442
|
|
|
$
|
33,187
|
|
Equity earnings
|
738
|
|
|
—
|
|
|
738
|
|
|||
Acquired equity method investment
|
(33,483
|
)
|
|
—
|
|
|
(33,483
|
)
|
|||
Other
|
—
|
|
|
(76
|
)
|
|
(76
|
)
|
|||
Ending balance, December 31, 2018
|
$
|
—
|
|
|
$
|
366
|
|
|
$
|
366
|
|
Net loans and advances to affiliates at
|
|
|
|
|
|
||||||
December 31, 2017
|
$
|
720
|
|
|
$
|
—
|
|
|
$
|
720
|
|
December 31, 2018
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
(amounts in thousands)
|
2018
|
|
2017
|
||||
Assets
|
|
|
|
||||
Current assets
|
$
|
—
|
|
|
$
|
96,127
|
|
Non-current assets
|
—
|
|
|
23,539
|
|
||
Total assets
|
$
|
—
|
|
|
$
|
119,666
|
|
|
|
|
|
||||
Liabilities
|
|
|
|
||||
Current liabilities
|
$
|
—
|
|
|
$
|
18,151
|
|
Non-current liabilities
|
—
|
|
|
35,632
|
|
||
Total liabilities
|
—
|
|
|
53,783
|
|
||
Net worth
|
$
|
—
|
|
|
$
|
65,883
|
|
(amounts in thousands)
|
2018
|
|
2017
|
|
2016
|
||||||
Net sales
|
$
|
91,234
|
|
|
$
|
354,964
|
|
|
$
|
314,036
|
|
Gross profit
|
18,261
|
|
|
74,399
|
|
|
66,417
|
|
|||
Net income
|
1,752
|
|
|
6,870
|
|
|
7,750
|
|
|||
Adjustment for profit (loss) in inventory
|
(138
|
)
|
|
204
|
|
|
(84
|
)
|
|||
Net income attributable to Company
|
738
|
|
|
3,639
|
|
|
3,791
|
|
(amounts in thousands)
|
2018
|
|
2017
|
||||
Accrued vacation
|
$
|
48,742
|
|
|
$
|
49,398
|
|
Accrued payroll and commissions
|
23,746
|
|
|
16,421
|
|
||
Accrued bonuses
|
11,035
|
|
|
16,487
|
|
||
Accrued payroll taxes
|
11,214
|
|
|
15,974
|
|
||
Other accrued benefits
|
10,325
|
|
|
13,623
|
|
||
Non-U.S. defined contributions and other accrued benefits
|
9,722
|
|
|
10,309
|
|
||
Total accrued payroll and benefits
|
$
|
114,784
|
|
|
$
|
122,212
|
|
(amounts in thousands)
|
2018
|
|
2017
|
||||
Current portion of legal claims provision
|
$
|
79,356
|
|
|
$
|
4,137
|
|
Accrued sales and advertising rebates
|
69,199
|
|
|
73,585
|
|
||
Accrued expenses
|
25,434
|
|
|
23,530
|
|
||
Non-income related taxes
|
21,643
|
|
|
19,996
|
|
||
Current portion of warranty liability
(Note 14)
|
20,529
|
|
|
19,547
|
|
||
Current portion of accrued claim costs relating to self-insurance programs
|
12,319
|
|
|
12,866
|
|
||
Current portion of deferred revenue
(Note 21)
|
9,854
|
|
|
9,970
|
|
||
Current portion of restructuring accrual
(Note 24)
|
6,635
|
|
|
7,162
|
|
||
Current portion of accrued income taxes payable
|
2,128
|
|
|
10,962
|
|
||
Accrued interest payable
|
2,016
|
|
|
1,945
|
|
||
Current portion of derivative liability
(Note 27)
|
1,161
|
|
|
2,905
|
|
||
Total accrued expenses and other current liabilities
|
$
|
250,274
|
|
|
$
|
186,605
|
|
(amounts in thousands)
|
2018
|
|
2017
|
|
2016
|
||||||
Balance as of January 1
|
$
|
46,256
|
|
|
$
|
45,398
|
|
|
$
|
44,891
|
|
Current period expense
|
21,822
|
|
|
17,674
|
|
|
17,992
|
|
|||
Liabilities assumed due to acquisition
|
1,550
|
|
|
95
|
|
|
—
|
|
|||
Experience adjustments
|
1,227
|
|
|
(614
|
)
|
|
(3,846
|
)
|
|||
Payments
|
(23,410
|
)
|
|
(17,255
|
)
|
|
(13,527
|
)
|
|||
Currency translation
|
(977
|
)
|
|
958
|
|
|
(112
|
)
|
|||
Balance at period end
|
46,468
|
|
|
46,256
|
|
|
45,398
|
|
|||
Current portion
|
(20,529
|
)
|
|
(19,547
|
)
|
|
(18,240
|
)
|
|||
Long-term portion
|
$
|
25,939
|
|
|
$
|
26,709
|
|
|
$
|
27,158
|
|
(amounts in thousands)
|
December 31, 2018 Interest Rate
|
|
December 31,
2018 |
|
December 31,
2017 |
||||
Senior notes
|
4.63% - 4.88%
|
|
$
|
800,000
|
|
|
$
|
800,000
|
|
Term loans
|
1.25% - 4.80%
|
|
474,058
|
|
|
440,568
|
|
||
Installment notes
|
1.90% - 8.10%
|
|
98,914
|
|
|
10,290
|
|
||
Revolving credit facilities
|
3.94% - 4.02%
|
|
85,000
|
|
|
—
|
|
||
Mortgage notes
|
1.65%
|
|
30,375
|
|
|
33,517
|
|
||
Installment notes for stock
|
3.50% - 5.50%
|
|
962
|
|
|
1,944
|
|
||
Unamortized debt issuance costs
|
|
(11,417
|
)
|
|
(12,616
|
)
|
|||
|
|
|
1,477,892
|
|
|
1,273,703
|
|
||
Current maturities of long-term debt
|
|
(54,930
|
)
|
|
(8,770
|
)
|
|||
Long-term debt
|
|
$
|
1,422,962
|
|
|
$
|
1,264,933
|
|
(amounts in thousands)
|
2018
|
|
2017
|
||||
Warranty liability
(Note 14)
|
$
|
25,939
|
|
|
$
|
26,709
|
|
Headquarter lease liability
(Note 7)
|
—
|
|
|
19,860
|
|
||
Uncertain tax positions
(Note 17)
|
18,951
|
|
|
14,519
|
|
||
Workers' compensation claims accrual
|
14,977
|
|
|
14,179
|
|
||
Other liabilities
|
8,971
|
|
|
9,444
|
|
||
Restructuring accrual
(Note 24)
|
2,005
|
|
|
3,877
|
|
||
Over-market lease liabilities
|
1,126
|
|
|
2,142
|
|
||
Deferred income
|
69
|
|
|
609
|
|
||
Long term accrued income taxes payable
(Note 17)
|
—
|
|
|
11,275
|
|
||
Total deferred credits and other liabilities
|
$
|
72,038
|
|
|
$
|
102,614
|
|
(amounts in thousands)
|
2018
|
|
2017
|
|
2016
|
||||||
Domestic (loss) income
|
$
|
(1,679
|
)
|
|
$
|
(7,346
|
)
|
|
$
|
25,042
|
|
Foreign income
|
137,256
|
|
|
153,101
|
|
|
105,278
|
|
|||
Total income before taxes, equity earnings
|
$
|
135,577
|
|
|
$
|
145,755
|
|
|
$
|
130,320
|
|
(amounts in thousands)
|
2018
|
|
2017
|
|
2016
|
||||||
Federal
|
$
|
(9,760
|
)
|
|
$
|
11,699
|
|
|
$
|
1,015
|
|
State
|
764
|
|
|
667
|
|
|
72
|
|
|||
Foreign
|
35,714
|
|
|
29,461
|
|
|
18,274
|
|
|||
Current taxes
|
26,718
|
|
|
41,827
|
|
|
19,361
|
|
|||
|
|
|
|
|
|
||||||
Federal
|
(23,475
|
)
|
|
60,618
|
|
|
(164,765
|
)
|
|||
State
|
(12,847
|
)
|
|
27,241
|
|
|
(74,882
|
)
|
|||
Foreign
|
1,646
|
|
|
8,917
|
|
|
(26,108
|
)
|
|||
Deferred taxes
|
(34,676
|
)
|
|
96,776
|
|
|
(265,755
|
)
|
|||
Total (benefit) provision for income taxes
|
$
|
(7,958
|
)
|
|
$
|
138,603
|
|
|
$
|
(246,394
|
)
|
|
2018
|
|
2017
|
|
2016
|
||||||||||||
(amounts in thousands)
|
Amount
|
|
%
|
|
Amount
|
|
%
|
|
Amount
|
|
%
|
||||||
Statutory rate
|
$
|
28,471
|
|
|
21.0
|
|
$
|
51,015
|
|
|
35.0
|
|
$
|
45,612
|
|
|
35.0
|
State income tax, net of federal benefit
|
(1,294
|
)
|
|
(1.0)
|
|
(4,784
|
)
|
|
(3.3)
|
|
221
|
|
|
0.2
|
|||
Nondeductible expenses
|
1,097
|
|
|
0.8
|
|
1,950
|
|
|
1.3
|
|
1,797
|
|
|
1.4
|
|||
Acquisition of ABS
|
(10,189
|
)
|
|
(7.5)
|
|
—
|
|
|
—
|
|
—
|
|
|
—
|
|||
Equity based compensation
|
54
|
|
|
—
|
|
(12,718
|
)
|
|
(8.7)
|
|
826
|
|
|
0.6
|
|||
Deferred benefit on acquisitions
|
—
|
|
|
—
|
|
(6,201
|
)
|
|
(4.2)
|
|
—
|
|
|
—
|
|||
Foreign tax rate differential
|
3,426
|
|
|
2.5
|
|
(17,959
|
)
|
|
(12.3)
|
|
(12,237
|
)
|
|
(9.4)
|
|||
Tax rate differences and credits
|
96,231
|
|
|
71.0
|
|
(91,109
|
)
|
|
(62.5)
|
|
382
|
|
|
0.3
|
|||
Uncertain tax positions
|
5,443
|
|
|
4.0
|
|
736
|
|
|
0.5
|
|
406
|
|
|
0.3
|
|||
Foreign source dividends and deemed inclusions
|
17,657
|
|
|
13.0
|
|
86,119
|
|
|
59.1
|
|
1,992
|
|
|
1.5
|
|||
Valuation allowance
|
(85,876
|
)
|
|
(63.3)
|
|
98,156
|
|
|
67.3
|
|
(282,616
|
)
|
|
(216.9)
|
|||
IRS audit adjustments
|
—
|
|
|
—
|
|
(699
|
)
|
|
(0.5)
|
|
113
|
|
|
0.1
|
|||
Prior year correction
|
—
|
|
|
—
|
|
—
|
|
|
—
|
|
(1,392
|
)
|
|
(1.1)
|
|||
U.S. Tax Reform
|
(62,836
|
)
|
|
(46.3)
|
|
32,414
|
|
|
22.2
|
|
—
|
|
|
—
|
|||
Other
|
(142
|
)
|
|
(0.1)
|
|
1,683
|
|
|
1.2
|
|
(1,498
|
)
|
|
(1.1)
|
|||
Effective rate for continuing operations
|
$
|
(7,958
|
)
|
|
(5.9)
|
|
$
|
138,603
|
|
|
95.1
|
|
$
|
(246,394
|
)
|
|
(189.1)
|
Effective rate including discontinued operations
|
$
|
(7,958
|
)
|
|
(5.9)
|
|
$
|
138,603
|
|
|
95.1
|
|
$
|
(246,394
|
)
|
|
(189.1)
|
(amounts in thousands)
|
2018
|
|
2017
|
||||
Allowance for doubtful accounts and notes receivable
|
$
|
1,573
|
|
|
$
|
1,102
|
|
Employee benefits and compensation
|
50,665
|
|
|
54,961
|
|
||
Net operating loss and tax credit carryforwards
|
214,828
|
|
|
292,957
|
|
||
Inventory
|
5,920
|
|
|
4,125
|
|
||
Deferred credits
|
635
|
|
|
889
|
|
||
Accrued liabilities and other
|
38,526
|
|
|
17,478
|
|
||
Gross deferred tax assets
|
312,147
|
|
|
371,512
|
|
||
Valuation allowance
|
(57,571
|
)
|
|
(144,701
|
)
|
||
Deferred tax assets
|
254,576
|
|
|
226,811
|
|
||
Depreciation and amortization
|
(58,441
|
)
|
|
(42,632
|
)
|
||
Investments and marketable securities
|
473
|
|
|
(9,702
|
)
|
||
Deferred tax liabilities
|
(57,968
|
)
|
|
(52,334
|
)
|
||
|
|
|
|
||||
Net deferred tax assets
|
$
|
196,608
|
|
|
$
|
174,477
|
|
Balance sheet presentation:
|
|
|
|
||||
Long-term assets
|
$
|
207,065
|
|
|
$
|
183,726
|
|
Long-term liabilities
|
(10,457
|
)
|
|
(9,249
|
)
|
||
Net deferred tax assets
|
$
|
196,608
|
|
|
$
|
174,477
|
|
(amounts in thousands)
|
2018
|
|
2017
|
|
2016
|
||||||
Balance as of January 1,
|
$
|
(144,701
|
)
|
|
$
|
(40,118
|
)
|
|
$
|
(318,480
|
)
|
Valuation allowances established
|
(260
|
)
|
|
—
|
|
|
(1,489
|
)
|
|||
Changes to existing valuation allowances
|
85,828
|
|
|
(105,453
|
)
|
|
5,006
|
|
|||
Release of valuation allowances
|
—
|
|
|
2,006
|
|
|
272,291
|
|
|||
Currency translation
|
1,562
|
|
|
(1,136
|
)
|
|
2,554
|
|
|||
Balance as of December 31,
|
$
|
(57,571
|
)
|
|
$
|
(144,701
|
)
|
|
$
|
(40,118
|
)
|
2019
|
$
|
9,254
|
|
2020
|
2,771
|
|
|
2021
|
11,955
|
|
|
2022
|
15,871
|
|
|
Thereafter
|
1,352,261
|
|
|
Total loss carryforwards
|
$
|
1,392,112
|
|
(amounts in thousands)
|
EZ Credit
|
|
R & E credit
|
|
Foreign Tax Credit
|
|
Work Opportunity & Welfare to Work Credit
|
|
State Investment Tax Credits
|
|
Tip Credit
|
|
TOTAL
|
||||||||||||||
2019
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
2020
|
—
|
|
|
—
|
|
|
12,975
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
12,975
|
|
|||||||
2021
|
—
|
|
|
—
|
|
|
14,990
|
|
|
—
|
|
|
76
|
|
|
—
|
|
|
15,066
|
|
|||||||
2022
|
—
|
|
|
—
|
|
|
1,061
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
1,062
|
|
|||||||
2023
|
—
|
|
|
—
|
|
|
5,735
|
|
|
—
|
|
|
1,797
|
|
|
—
|
|
|
7,532
|
|
|||||||
Thereafter
|
68
|
|
|
6,614
|
|
|
11,485
|
|
|
6,823
|
|
|
1,720
|
|
|
102
|
|
|
26,812
|
|
|||||||
|
$
|
68
|
|
|
$
|
6,614
|
|
|
$
|
46,246
|
|
|
$
|
6,823
|
|
|
$
|
3,594
|
|
|
$
|
102
|
|
|
$
|
63,447
|
|
(amounts in thousands)
|
2018
|
|
2017
|
|
2016
|
||||||
Balance as of January 1,
|
$
|
14,519
|
|
|
$
|
12,054
|
|
|
$
|
11,634
|
|
Increase for tax positions taken during the prior period
|
2,620
|
|
|
252
|
|
|
359
|
|
|||
Decrease for settlements with taxing authorities
|
(157
|
)
|
|
(788
|
)
|
|
—
|
|
|||
Increase for tax positions taken during the current period
|
300
|
|
|
107
|
|
|
—
|
|
|||
Currency translation
|
(707
|
)
|
|
1,626
|
|
|
(345
|
)
|
|||
Balance at period end - unrecognized tax benefit
|
16,575
|
|
|
13,251
|
|
|
11,648
|
|
|||
Accrued interest and penalties
|
2,376
|
|
|
1,268
|
|
|
406
|
|
|||
|
$
|
18,951
|
|
|
$
|
14,519
|
|
|
$
|
12,054
|
|
(amounts in thousands)
|
North
America
|
|
Europe
|
|
Australasia
|
|
Total Operating
Segments
|
|
Corporate
and
Unallocated
Costs
|
|
Total
Consolidated
|
||||||||||||
Year Ended December 31, 2018
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Total net revenues
|
$
|
2,462,268
|
|
|
$
|
1,216,706
|
|
|
$
|
681,160
|
|
|
$
|
4,360,134
|
|
|
$
|
—
|
|
|
$
|
4,360,134
|
|
Intersegment net revenues
|
(1,281
|
)
|
|
(905
|
)
|
|
(11,245
|
)
|
|
(13,431
|
)
|
|
—
|
|
|
(13,431
|
)
|
||||||
Net revenues from external customers
|
$
|
2,460,987
|
|
|
$
|
1,215,801
|
|
|
$
|
669,915
|
|
|
$
|
4,346,703
|
|
|
$
|
—
|
|
|
$
|
4,346,703
|
|
Depreciation and amortization
|
$
|
71,945
|
|
|
$
|
31,132
|
|
|
$
|
17,730
|
|
|
$
|
120,807
|
|
|
$
|
4,293
|
|
|
$
|
125,100
|
|
Impairment and restructuring charges
|
4,933
|
|
|
6,111
|
|
|
7,170
|
|
|
18,214
|
|
|
(886
|
)
|
|
17,328
|
|
||||||
Adjusted EBITDA
|
278,975
|
|
|
129,202
|
|
|
91,172
|
|
|
499,349
|
|
|
(34,003
|
)
|
|
465,346
|
|
||||||
Capital expenditures
|
57,805
|
|
|
25,369
|
|
|
12,146
|
|
|
95,320
|
|
|
23,380
|
|
|
118,700
|
|
||||||
Segment assets
|
$
|
1,355,730
|
|
|
$
|
902,684
|
|
|
$
|
482,493
|
|
|
$
|
2,740,907
|
|
|
$
|
310,148
|
|
|
$
|
3,051,055
|
|
Year Ended December 31, 2017
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Total net revenues
|
$
|
2,159,919
|
|
|
$
|
1,045,036
|
|
|
$
|
572,518
|
|
|
$
|
3,777,473
|
|
|
$
|
—
|
|
|
$
|
3,777,473
|
|
Intersegment net revenues
|
(2,021
|
)
|
|
(2,269
|
)
|
|
(9,434
|
)
|
|
(13,724
|
)
|
|
—
|
|
|
(13,724
|
)
|
||||||
Net revenues from external customers
|
$
|
2,157,898
|
|
|
$
|
1,042,767
|
|
|
$
|
563,084
|
|
|
$
|
3,763,749
|
|
|
$
|
—
|
|
|
$
|
3,763,749
|
|
Depreciation and amortization
|
$
|
66,990
|
|
|
$
|
27,979
|
|
|
$
|
13,248
|
|
|
$
|
108,217
|
|
|
$
|
3,056
|
|
|
$
|
111,273
|
|
Impairment and restructuring charges
|
8,471
|
|
|
3,592
|
|
|
(49
|
)
|
|
12,014
|
|
|
1,042
|
|
|
13,056
|
|
||||||
Adjusted EBITDA
|
273,594
|
|
|
132,929
|
|
|
74,706
|
|
|
481,229
|
|
|
(43,616
|
)
|
|
437,613
|
|
||||||
Capital expenditures
|
34,769
|
|
|
14,889
|
|
|
6,019
|
|
|
55,677
|
|
|
7,372
|
|
|
63,049
|
|
||||||
Segment assets
|
$
|
1,207,539
|
|
|
$
|
920,222
|
|
|
$
|
447,734
|
|
|
$
|
2,575,495
|
|
|
$
|
287,445
|
|
|
$
|
2,862,940
|
|
Year Ended December 31, 2016
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Total net revenues
|
$
|
2,153,154
|
|
|
$
|
1,009,545
|
|
|
$
|
517,990
|
|
|
$
|
3,680,689
|
|
|
$
|
—
|
|
|
$
|
3,680,689
|
|
Intersegment net revenues
|
(3,843
|
)
|
|
(816
|
)
|
|
(9,088
|
)
|
|
(13,747
|
)
|
|
—
|
|
|
(13,747
|
)
|
||||||
Net revenues from external customers
|
$
|
2,149,311
|
|
|
$
|
1,008,729
|
|
|
$
|
508,902
|
|
|
$
|
3,666,942
|
|
|
$
|
—
|
|
|
$
|
3,666,942
|
|
Depreciation and amortization
|
$
|
68,207
|
|
|
$
|
26,657
|
|
|
$
|
8,944
|
|
|
$
|
103,808
|
|
|
$
|
4,187
|
|
|
$
|
107,995
|
|
Impairment and restructuring charges
|
3,584
|
|
|
6,777
|
|
|
2,448
|
|
|
12,809
|
|
|
1,038
|
|
|
13,847
|
|
||||||
Adjusted EBITDA
|
251,831
|
|
|
122,574
|
|
|
59,519
|
|
|
433,924
|
|
|
(40,242
|
)
|
|
393,682
|
|
||||||
Capital expenditures
|
39,775
|
|
|
14,991
|
|
|
21,610
|
|
|
76,376
|
|
|
3,121
|
|
|
79,497
|
|
||||||
Segment assets
|
$
|
1,099,845
|
|
|
$
|
751,749
|
|
|
$
|
377,410
|
|
|
$
|
2,229,004
|
|
|
$
|
307,042
|
|
|
$
|
2,536,046
|
|
|
Years Ended December 31,
|
||||||||||
(amounts in thousands)
|
2018
|
|
2017
|
|
2016
|
||||||
Net income
|
$
|
144,273
|
|
|
$
|
10,791
|
|
|
$
|
377,181
|
|
Loss from discontinued operations, net of tax
|
—
|
|
|
—
|
|
|
3,324
|
|
|||
Equity earnings of non-consolidated entities
|
(738
|
)
|
|
(3,639
|
)
|
|
(3,791
|
)
|
|||
Income tax (benefit) expense
|
(7,958
|
)
|
|
138,603
|
|
|
(246,394
|
)
|
|||
Depreciation and amortization
|
125,100
|
|
|
111,273
|
|
|
107,995
|
|
|||
Interest expense, net
(a)
|
70,818
|
|
|
79,034
|
|
|
77,590
|
|
|||
Impairment and restructuring charges
(b)
|
17,328
|
|
|
13,057
|
|
|
18,353
|
|
|||
Gain on previously held shares of equity investment
|
(20,767
|
)
|
|
—
|
|
|
—
|
|
|||
Loss (gain) on sale of property and equipment
|
144
|
|
|
(299
|
)
|
|
(3,275
|
)
|
|||
Share-based compensation expense
|
15,052
|
|
|
19,785
|
|
|
22,464
|
|
|||
Non-cash foreign exchange transaction/translation loss (income)
|
8
|
|
|
(2,181
|
)
|
|
5,734
|
|
|||
Other non-cash items
(c)
|
3,859
|
|
|
526
|
|
|
2,843
|
|
|||
Other items
(d)
|
117,933
|
|
|
47,000
|
|
|
30,585
|
|
|||
Costs relating to debt restructuring and debt refinancing
(e)
|
294
|
|
|
23,663
|
|
|
1,073
|
|
|||
Adjusted EBITDA
|
$
|
465,346
|
|
|
$
|
437,613
|
|
|
$
|
393,682
|
|
(a)
|
Interest expense for the year ended
December 31, 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 consolidated statements of operations plus (ii) additional charges relating to inventory and/or manufacturing of our products that are included in cost of sales in the accompanying consolidated statements of operations in the amount of
$1
and
$4,506
for the years ended
December 31, 2017
, and 2016, respectively. There were no charges for the year ended
December 31, 2018
. For further explanation of impairment and restructuring charges that are included in our consolidated statements of operations, see Note 24 -
Impairment and Restructuring Charges
in our financial statements.
|
(c)
|
Other non-cash items include; (i) charges of
$3,740
for the fair value adjustment to the inventory acquired as part of our Domoferm acquisitions in the year ended
December 31, 2018
; (ii) charges of
$439
for the fair value adjustment to the inventory acquired as part of our Mattiovi acquisition in the year ended
December 31, 2017
; (iii) charges of
$357
for the fair value adjustment to the inventory acquired as part of our Trend acquisition in the year ended December 31, 2016 and (iv) other non-cash items include charges of
$2,153
for the out-of-period European warranty liability adjustment for the year ended December 31, 2016.
|
(d)
|
Other items not core to business activity include: (i) in the
year
ended
December 31, 2018
(1)
$76,500
in litigation contingency accruals, (2)
$25,444
in legal costs, (3)
$10,324
in acquisition costs, (4)
$3,381
in costs related to the departure of the former CEO and CFO, and (5)
$2,901
in entity consolidation and reorganization costs, and (6)
$(5,396)
in realized gain on hedges; (ii) in the
year
ended
December 31, 2017
(1)
$34,178
in legal costs, (2)
$4,176
in realized loss on hedges, (3)
$3,484
in acquisition costs, (4)
$2,202
in secondary offering costs, (5)
$754
in tax consulting fees (6)
$678
in legal entity consolidation costs, (7)
$649
in taxes related to equity-based compensation, (8)
$578
in facility shut down costs, and (9)
$(2,247)
gain on settlement of contract escrow; and (iii) in the year ended December 31, 2016, (1)
$20,695
in payments to holders of vested options and restricted shares in connection with the November 2016 dividend, (2)
$3,721
of professional fees related to the IPO of our common stock, (3)
$1,626
of acquisition costs, (4)
$584
in legal costs associated with disposition of non-core properties, (5)
$507
of dividend-related costs, (6)
$500
of costs related to the recruitment of executive management employees, (7)
$450
in legal costs, and (8)
$346
in Dooria plant closure costs.
|
(e)
|
Includes non-recurring fees and expenses related to professional advisors, financial advisors and financial monitors retained in connection with the refinancing of our debt obligations. Included in the year ended December 31, 2017 is a loss on debt extinguishment of $23,262 associated with the refinancing of our term loan.
|
(amounts in thousands)
|
2018
|
|
2017
|
|
2016
|
||||||
Net revenues by location of external customer
|
|
|
|
|
|
||||||
Canada
|
$
|
201,134
|
|
|
$
|
219,877
|
|
|
$
|
218,947
|
|
U.S.
|
2,228,102
|
|
|
1,904,754
|
|
|
1,893,728
|
|
|||
South America (including Mexico)
|
34,422
|
|
|
35,280
|
|
|
34,518
|
|
|||
Europe
|
1,240,234
|
|
|
1,063,344
|
|
|
1,035,398
|
|
|||
Australia
|
634,976
|
|
|
530,521
|
|
|
476,251
|
|
|||
Africa and other
|
7,835
|
|
|
9,973
|
|
|
8,100
|
|
|||
Total
|
$
|
4,346,703
|
|
|
$
|
3,763,749
|
|
|
$
|
3,666,942
|
|
(amounts in thousands)
|
2018
|
|
2017
|
|
2016
|
||||||
North America:
|
|
|
|
|
|
||||||
U.S.
|
$
|
459,506
|
|
|
$
|
402,338
|
|
|
$
|
400,023
|
|
Other
|
24,911
|
|
|
25,876
|
|
|
25,371
|
|
|||
|
484,417
|
|
|
428,214
|
|
|
425,394
|
|
|||
|
|
|
|
|
|
||||||
Europe
|
181,038
|
|
|
153,492
|
|
|
145,470
|
|
|||
|
|
|
|
|
|
||||||
Australasia:
|
|
|
|
|
|
||||||
Australia
|
113,922
|
|
|
118,568
|
|
|
104,063
|
|
|||
Other
|
10,297
|
|
|
7,818
|
|
|
8,259
|
|
|||
|
124,219
|
|
|
126,386
|
|
|
112,322
|
|
|||
Corporate:
|
|
|
|
|
|
||||||
U.S.
|
53,729
|
|
|
48,619
|
|
|
21,465
|
|
|||
Total property and equipment, net
|
$
|
843,403
|
|
|
$
|
756,711
|
|
|
$
|
704,651
|
|
(amounts in thousands)
|
2018
|
||
Balance as of January 1
|
$
|
9,970
|
|
Increases due to cash received
|
74,936
|
|
|
Liabilities assumed due to acquisition
|
2,374
|
|
|
Revenue recognized during the period
|
(76,388
|
)
|
|
Currency translation
|
(1,038
|
)
|
|
Balance at period end
|
$
|
9,854
|
|
(amounts in thousands, except share and per share amounts)
|
2018
|
|
2017
|
|
2016
|
||||||
Earnings per share basic:
|
|
|
|
|
|
||||||
Income from continuing operations
|
$
|
143,535
|
|
|
$
|
7,152
|
|
|
$
|
376,714
|
|
Equity earnings of non-consolidated entities
|
738
|
|
|
3,639
|
|
|
3,791
|
|
|||
Income from continuing operations and equity earnings of non-consolidated entities
|
144,273
|
|
|
10,791
|
|
|
380,505
|
|
|||
Undeclared Series A Convertible Preferred Stock dividends
|
—
|
|
|
(10,462
|
)
|
|
(65,667
|
)
|
|||
Series A Convertible Preferred Stock distributions and dividends paid
|
—
|
|
|
—
|
|
|
(307,279
|
)
|
|||
Deemed Dividend on Series A Convertible Preferred Stock from Settlement Agreement
|
—
|
|
|
—
|
|
|
(23,701
|
)
|
|||
Net loss attributable to non-controlling interest
|
(87
|
)
|
|
—
|
|
|
—
|
|
|||
Income (loss) attributable to common shareholders from continuing operations
|
144,360
|
|
|
329
|
|
|
(16,142
|
)
|
|||
Loss from discontinued operations, net of tax
|
—
|
|
|
—
|
|
|
(3,324
|
)
|
|||
Net income (loss) attributable to common shareholders
|
$
|
144,360
|
|
|
$
|
329
|
|
|
$
|
(19,466
|
)
|
|
|
|
|
|
|
||||||
Weighted average outstanding shares of common stock basic
|
104,530,572
|
|
97,460,676
|
|
17,992,879
|
||||||
Basic income (loss) per share
|
|
|
|
|
|
||||||
Income (loss) from continuing operations
|
$
|
1.38
|
|
|
$
|
0.00
|
|
|
$
|
(0.90
|
)
|
Loss from discontinued operations
|
0.00
|
|
|
0.00
|
|
|
(0.18
|
)
|
|||
Net income (loss) per share - basic
|
$
|
1.38
|
|
|
$
|
0.00
|
|
|
$
|
(1.08
|
)
|
(amounts in thousands, except share and per share amounts)
|
2018
|
|
2017
|
|
2016
|
||||||
Earnings per share diluted:
|
|
|
|
|
|
||||||
Net income attributable to common shareholders - basic and diluted
|
$
|
144,360
|
|
|
$
|
329
|
|
|
$
|
(19,466
|
)
|
|
|
|
|
|
|
||||||
Weighted average outstanding shares of common stock basic
|
104,530,572
|
|
97,460,676
|
|
17,992,879
|
||||||
Restricted stock units, performance share units and options to purchase common stock
|
1,830,085
|
|
4,001,459
|
|
—
|
||||||
Weighted average outstanding shares of common stock diluted
|
106,360,657
|
|
101,462,135
|
|
17,992,879
|
||||||
Dilutive income (loss) per share
|
|
|
|
|
|
||||||
Income (loss) from continuing operations
|
$
|
1.36
|
|
|
$
|
0.00
|
|
|
$
|
(0.90
|
)
|
Loss from discontinued operations
|
0.00
|
|
|
0.00
|
|
|
(0.18
|
)
|
|||
Net income (loss) per share - diluted
|
$
|
1.36
|
|
|
$
|
0.00
|
|
|
$
|
(1.08
|
)
|
|
2018
|
|
2017
|
|
2016
|
Series A Convertible Preferred Stock
|
—
|
|
—
|
|
3,974,525
|
Common stock options
|
1,019,390
|
|
545,693
|
|
1,812,404
|
Class B-1 Common Stock Options
|
—
|
|
—
|
|
3,344,572
|
Restricted stock units
|
87,720
|
|
537
|
|
385,220
|
Performance share units
|
84,809
|
|
—
|
|
—
|
Expected volatility range
|
34.56% - 48.09%
|
Expected dividend yield rate
|
0.00%
|
Weighted average term (in years)
|
2.57 - 7.06
|
Risk free rate
|
0.94% - 1.63%
|
|
2018
|
|
2017
|
|
2016
|
Expected volatility
|
34.81% - 39.68%
|
|
37.36% - 42.83%
|
|
43.57% - 52.72%
|
Expected dividend yield rate
|
0.00%
|
|
0.00%
|
|
0.00%
|
Weighted average term (in years)
|
5.50 - 6.50
|
|
5.50 - 6.50
|
|
5.50 - 7.50
|
Weighted average grant date fair value
|
$12.98
|
|
$11.51
|
|
$17.84
|
Risk free rate
|
2.04% - 2.96%
|
|
1.83% - 2.19%
|
|
1.47% - 1.77%
|
|
Shares
|
|
Weighted Average Exercise Price Per Share
|
|
Aggregate Intrinsic Value (millions)
|
|
Weighted Average Remaining Contract Term in Years
|
||||
Outstanding as of January 1, 2016
|
5,288,096
|
|
$
|
19.06
|
|
|
|
|
|
||
Granted
|
367,400
|
|
37.12
|
|
|
|
|
|
|||
Exercised
|
(245,014)
|
|
19.91
|
|
|
|
|
|
|||
Forfeited
|
(253,506)
|
|
16.82
|
|
|
|
|
|
|||
Balance as of December 31, 2016
|
5,156,976
|
|
$
|
20.40
|
|
|
|
|
|
||
Issued upon conversion of class B-1 common stock
|
2,494,553
|
|
11.13
|
|
|
|
|
|
|||
Granted
|
505,122
|
|
27.78
|
|
|
|
|
|
|||
Exercised
|
(2,781,055)
|
|
11.67
|
|
|
|
|
|
|||
Forfeited
|
(448,928)
|
|
15.01
|
|
|
|
|
|
|||
Balance as of December 31, 2017
|
4,926,668
|
|
$
|
14.56
|
|
|
|
|
|
||
Granted
|
838,912
|
|
32.16
|
|
|
|
|
|
|||
Exercised
|
(1,548,484)
|
|
13.79
|
|
|
|
|
|
|||
Forfeited
|
(884,391)
|
|
18.80
|
|
|
|
|
|
|||
Balance as of December 31, 2018
|
3,332,705
|
|
$
|
18.22
|
|
|
$
|
7.2
|
|
|
6.3
|
|
|
|
|
|
|
|
|
||||
Exercisable as of December 31, 2018
|
1,898,585
|
|
$
|
13.37
|
|
|
$
|
5.8
|
|
|
5.0
|
|
Shares
|
|
Weighted Average Grant-Date Fair Value Per Share
|
||
Outstanding January 1, 2017
|
385,220
|
|
$
|
22.00
|
|
Granted - non-employee directors
|
23,245
|
|
31.22
|
|
|
Granted - employee
|
342,727
|
|
28.73
|
|
|
Vested
|
(175,110)
|
|
18.40
|
|
|
Forfeited
|
(13,714)
|
|
26.02
|
|
|
Balance as of December 31, 2017
|
562,368
|
|
$
|
27.51
|
|
Granted - non-employee directors
|
341,983
|
|
31.62
|
|
|
Granted - employee
|
424,944
|
|
27.15
|
|
|
Vested
|
(124,560)
|
|
25.21
|
|
|
Forfeited
|
(530,867)
|
|
29.69
|
|
|
Balance as of December 31, 2018
|
673,868
|
|
$
|
28.07
|
|
|
Shares
|
|
Weighted Average Grant-Date Fair Value Per Share
|
||
Outstanding as of December 31, 2017
|
—
|
|
$
|
—
|
|
Granted - employee
|
193,763
|
|
31.60
|
|
|
Forfeited
|
(19,093)
|
|
33.31
|
|
|
Balance as of December 31, 2018
|
174,670
|
|
$
|
31.41
|
|
(amounts in thousands)
|
2018
|
|
2017
|
|
2016
|
||||||
Closed operations
|
$
|
360
|
|
|
$
|
1,479
|
|
|
$
|
1,778
|
|
Continuing operations
|
870
|
|
|
—
|
|
|
1,203
|
|
|||
Impairments
|
$
|
1,230
|
|
|
$
|
1,479
|
|
|
$
|
2,981
|
|
Restructuring charges, net of fair value adjustment gains
|
16,098
|
|
|
11,577
|
|
|
10,866
|
|
|||
Total impairment and restructuring charges
|
$
|
17,328
|
|
|
$
|
13,056
|
|
|
$
|
13,847
|
|
(amounts in thousands)
|
Beginning
Accrual
Balance
|
|
Additions
Charged to
Expense
|
|
Payments
or
Utilization
|
|
Ending
Accrual
Balance
|
||||||||
December 31, 2018
|
|
|
|
|
|
|
|
||||||||
Severance and sales restructuring costs
|
$
|
7,232
|
|
|
$
|
11,767
|
|
|
$
|
(13,646
|
)
|
|
$
|
5,353
|
|
Disposal of property and equipment
|
—
|
|
|
289
|
|
|
(289
|
)
|
|
—
|
|
||||
Lease obligations and other
|
3,807
|
|
|
4,043
|
|
|
(4,563
|
)
|
|
3,287
|
|
||||
Total
|
$
|
11,039
|
|
|
$
|
16,099
|
|
|
$
|
(18,498
|
)
|
|
$
|
8,640
|
|
December 31, 2017
|
|
|
|
|
|
|
|
||||||||
Severance and sales restructuring costs
|
$
|
836
|
|
|
$
|
9,492
|
|
|
$
|
(3,096
|
)
|
|
$
|
7,232
|
|
Disposal of property and equipment
|
—
|
|
|
190
|
|
|
(190
|
)
|
|
—
|
|
||||
Lease obligations and other
|
4,183
|
|
|
1,895
|
|
|
(2,271
|
)
|
|
3,807
|
|
||||
Total
|
$
|
5,019
|
|
|
$
|
11,577
|
|
|
$
|
(5,557
|
)
|
|
$
|
11,039
|
|
December 31, 2016
|
|
|
|
|
|
|
|
||||||||
Severance and sales restructuring costs
|
$
|
5,424
|
|
|
$
|
7,448
|
|
|
$
|
(12,036
|
)
|
|
$
|
836
|
|
Disposal of property and equipment
|
—
|
|
|
(71
|
)
|
|
71
|
|
|
—
|
|
||||
Lease obligations and other
|
3,083
|
|
|
3,489
|
|
|
(2,389
|
)
|
|
4,183
|
|
||||
Total
|
$
|
8,507
|
|
|
$
|
10,866
|
|
|
$
|
(14,354
|
)
|
|
$
|
5,019
|
|
(amounts in thousands)
|
2018
|
|
2017
|
|
2016
|
||||||
Foreign currency (gains) losses
|
$
|
(10,196
|
)
|
|
$
|
10,426
|
|
|
$
|
3,580
|
|
Legal settlement income
|
(7,541
|
)
|
|
(2,456
|
)
|
|
(9,671
|
)
|
|||
Pension benefit expense
|
6,975
|
|
|
12,616
|
|
|
12,738
|
|
|||
Other items
|
(2,208
|
)
|
|
(2,482
|
)
|
|
(5,237
|
)
|
|||
Settlement of contract escrow
|
—
|
|
|
(2,247
|
)
|
|
—
|
|
|||
Total other (income) expense
|
$
|
(12,970
|
)
|
|
$
|
15,857
|
|
|
$
|
1,410
|
|
(amounts in thousands)
|
Notional
(1)
|
|
Weighted Average Rate
|
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.
|
|
Derivative assets
|
||||||||
(amounts in thousands)
|
Balance Sheet Location
|
|
2018
|
|
2017
|
||||
Derivatives not designated as hedging instruments:
|
|
|
|
|
|||||
Foreign currency forward contracts
|
Other current assets
|
|
$
|
8,234
|
|
|
$
|
2,235
|
|
|
Derivatives liabilities
|
||||||||
(amounts in thousands)
|
Balance Sheet Location
|
|
2018
|
|
2017
|
||||
Derivatives not designated as hedging instruments:
|
|
|
|
|
|||||
Foreign currency forward contracts
|
Accrued expenses and other current liabilities
|
|
$
|
1,161
|
|
|
$
|
2,905
|
|
|
2018
|
||||||||||||||||||||||
(amounts in thousands)
|
Carrying Amount
|
|
Total
Fair Value
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Assets measured at NAV
(a)
|
||||||||||||
Assets:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Cash equivalents
|
$
|
30
|
|
|
$
|
30
|
|
|
$
|
—
|
|
|
$
|
30
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Derivative assets, recorded in other current assets
|
8,234
|
|
|
8,234
|
|
|
—
|
|
|
8,234
|
|
|
—
|
|
|
—
|
|
||||||
Pension plan assets:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Cash and short-term investments
|
7,254
|
|
|
7,254
|
|
|
—
|
|
|
7,254
|
|
|
—
|
|
|
—
|
|
||||||
U.S. Government and agency obligations
|
24,622
|
|
|
24,622
|
|
|
24,622
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Corporate and foreign bonds
|
90,490
|
|
|
90,490
|
|
|
—
|
|
|
90,490
|
|
|
—
|
|
|
—
|
|
||||||
Asset-backed securities
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Equity securities
|
22,378
|
|
|
22,378
|
|
|
22,378
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Mutual funds
|
60,099
|
|
|
60,099
|
|
|
—
|
|
|
60,099
|
|
|
—
|
|
|
—
|
|
||||||
Common and collective funds
|
110,596
|
|
|
110,596
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
110,596
|
|
||||||
Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Senior notes
|
$
|
800,000
|
|
|
$
|
692,000
|
|
|
$
|
—
|
|
|
$
|
692,000
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Term loans
|
474,058
|
|
|
455,545
|
|
|
—
|
|
|
455,545
|
|
|
—
|
|
|
—
|
|
||||||
Derivative liabilities, recorded in accrued expenses and deferred credits
|
1,161
|
|
|
1,161
|
|
|
—
|
|
|
1,161
|
|
|
—
|
|
|
—
|
|
|
2017
|
||||||||||||||||||||||
(amounts in thousands)
|
Carrying Amount
|
|
Total
Fair Value
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Assets measured at NAV
(a)
|
||||||||||||
Assets:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Cash equivalents
|
$
|
44,091
|
|
|
$
|
44,091
|
|
|
$
|
—
|
|
|
$
|
44,091
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Derivative assets, recorded in other current assets
|
2,235
|
|
|
2,235
|
|
|
—
|
|
|
2,235
|
|
|
—
|
|
|
—
|
|
||||||
Pension plan assets:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Cash and short-term investments
|
17,859
|
|
|
17,859
|
|
|
—
|
|
|
17,859
|
|
|
—
|
|
|
—
|
|
||||||
U.S. Government and agency obligations
|
25,122
|
|
|
25,122
|
|
|
25,122
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Corporate and foreign bonds
|
98,432
|
|
|
98,432
|
|
|
—
|
|
|
98,432
|
|
|
—
|
|
|
—
|
|
||||||
Asset-backed securities
|
839
|
|
|
839
|
|
|
—
|
|
|
839
|
|
|
—
|
|
|
—
|
|
||||||
Equity securities
|
32,444
|
|
|
32,444
|
|
|
32,444
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Mutual funds
|
80,352
|
|
|
80,352
|
|
|
—
|
|
|
80,352
|
|
|
—
|
|
|
—
|
|
||||||
Common and collective funds
|
100,697
|
|
|
100,697
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
100,697
|
|
||||||
Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Senior notes
|
$
|
800,000
|
|
|
$
|
807,000
|
|
|
$
|
—
|
|
|
$
|
807,000
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Term loans
|
440,568
|
|
|
442,218
|
|
|
—
|
|
|
442,218
|
|
|
—
|
|
|
—
|
|
||||||
Derivative liabilities, recorded in accrued expenses and deferred credits
|
2,905
|
|
|
2,905
|
|
|
—
|
|
|
2,905
|
|
|
—
|
|
|
—
|
|
(a)
|
Certain pension assets that are measured at fair value using the NAV per share (or its equivalent) practical expedient have not been classified in the fair value hierarchy. These include investments in large cap equity and commingled real estate funds. Redemption of these funds is not subject to restriction.
|
|
2018
|
||||||||||||||||||||||
(amounts in thousands)
|
Carrying Value
|
|
Total
Fair Value
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total Losses
|
||||||||||||
Continuing operations
|
$
|
48
|
|
|
$
|
48
|
|
|
—
|
|
|
—
|
|
|
$
|
48
|
|
|
$
|
175
|
|
||
Total
|
$
|
48
|
|
|
$
|
48
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
48
|
|
|
$
|
175
|
|
|
2017
|
||||||||||||||||||||||
(amounts in thousands)
|
Carrying Value
|
|
Total
Fair Value
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total Losses
|
||||||||||||
Closed operations
|
$
|
914
|
|
|
$
|
914
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
914
|
|
|
$
|
1,473
|
|
Total
|
$
|
914
|
|
|
$
|
914
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
914
|
|
|
$
|
1,473
|
|
(amounts in thousands)
|
December 31,
2018 |
|
December 31,
2017 |
||||
Self-insurance workers’ compensation
|
$
|
22,312
|
|
|
$
|
21,072
|
|
Environmental
|
14,552
|
|
|
14,452
|
|
||
Liability and other insurance
|
18,988
|
|
|
12,900
|
|
||
Other
|
10,870
|
|
|
6,650
|
|
||
Total outstanding performance bonds and stand-by letters of credit
|
$
|
66,722
|
|
|
$
|
55,074
|
|
|
Continuing
Operations
|
||
2019
|
$
|
49,128
|
|
2020
|
43,794
|
|
|
2021
|
30,885
|
|
|
2022
|
24,020
|
|
|
2023
|
19,352
|
|
|
Thereafter
|
33,943
|
|
|
|
$
|
201,122
|
|
(amounts in thousands)
|
|
|
|
||||
Change in fair value of plan assets - U.S. benefit plan
|
2018
|
|
2017
|
||||
Balance as of January 1,
|
$
|
339,751
|
|
|
$
|
295,995
|
|
Actual return on plan assets
|
(20,466
|
)
|
|
52,559
|
|
||
Company contribution
|
4,125
|
|
|
10,000
|
|
||
Benefits paid
|
(15,965
|
)
|
|
(14,948
|
)
|
||
Administrative expenses paid
|
(4,682
|
)
|
|
(3,855
|
)
|
||
Balance at period end
|
$
|
302,763
|
|
|
$
|
339,751
|
|
|
% of Plan Assets
|
||
Summary of plan investments - U.S. benefit plan
|
2018
|
|
2017
|
Equity securities
|
7.4
|
|
7.3
|
Debt securities
|
38.0
|
|
35.3
|
Other
|
54.6
|
|
57.4
|
|
100.0
|
|
100.0
|
2019
|
$
|
17,623
|
|
2020
|
18,376
|
|
|
2021
|
19,232
|
|
|
2022
|
20,002
|
|
|
2023
|
20,667
|
|
|
2024-2028
|
111,159
|
|
|
% of Plan Assets
|
||
Summary of plan investments - Non-U.S. benefit plans
|
2018
|
|
2017
|
Equity securities
|
48.4
|
|
48.3
|
Debt securities
|
20.8
|
|
22.0
|
Other
|
30.8
|
|
29.7
|
|
100.0
|
|
100.0
|
2019
|
$
|
2,600
|
|
2020
|
2,386
|
|
|
2021
|
2,849
|
|
|
2022
|
2,476
|
|
|
2023
|
2,788
|
|
|
2024-2028
|
68,462
|
|
(amounts in thousands)
|
2018
|
|
2017
|
|
2016
|
||||||
Cash Investing Activities:
|
|
|
|
|
|
||||||
Change in notes receivable
|
|
|
|
|
|
||||||
Issuances of notes receivable
|
$
|
(77
|
)
|
|
$
|
(61
|
)
|
|
$
|
(68
|
)
|
Cash received on notes receivable
|
351
|
|
|
2,052
|
|
|
1,035
|
|
|||
|
$
|
274
|
|
|
$
|
1,991
|
|
|
$
|
967
|
|
|
|
|
|
|
|
||||||
Non-cash Investing Activities:
|
|
|
|
|
|
||||||
Property, equipment and intangibles purchased in accounts payable
|
$
|
6,961
|
|
|
$
|
15,099
|
|
|
$
|
1,340
|
|
Property and equipment purchased for debt
|
32,262
|
|
|
791
|
|
|
1,438
|
|
|||
Notes receivable and accrued interest from employees and directors settled with return of JWH stock
|
—
|
|
|
183
|
|
|
—
|
|
|||
Customer accounts receivable converted to notes receivable
|
110
|
|
|
393
|
|
|
1,276
|
|
|||
|
|
|
|
|
|
||||||
Cash Financing Activities:
|
|
|
|
|
|
||||||
Proceeds from issuance of new debt, net of discount
|
$
|
38,823
|
|
|
$
|
1,240,000
|
|
|
$
|
374,063
|
|
Borrowings on long-term debt
|
104,419
|
|
|
5,334
|
|
|
763
|
|
|||
Payments of long-term debt
|
(72,422
|
)
|
|
(1,618,641
|
)
|
|
(16,844
|
)
|
|||
Payments of debt issuance and extinguishment costs, including underwriting fees
|
(352
|
)
|
|
(16,358
|
)
|
|
(8,146
|
)
|
|||
Change in long-term debt
|
$
|
70,468
|
|
|
$
|
(389,665
|
)
|
|
$
|
349,836
|
|
Change in notes payable
|
|
|
|
|
|
||||||
Payments on notes payable
|
—
|
|
|
(205
|
)
|
|
(180
|
)
|
|||
|
$
|
—
|
|
|
(205
|
)
|
|
(180
|
)
|
||
|
|
|
|
|
|
||||||
Non-cash Financing Activities:
|
|
|
|
|
|
||||||
Prepaid insurance funded through short-term debt borrowings
|
$
|
2,757
|
|
|
$
|
2,662
|
|
|
2,954
|
|
|
Shares surrendered for tax obligations for employee share-based transactions in accrued liabilities
|
7
|
|
|
569
|
|
|
—
|
|
|||
Accounts payable converted to installment notes
|
12,886
|
|
|
—
|
|
|
—
|
|
|||
|
|
|
|
|
|
||||||
Other Supplemental Cash Flow Information:
|
|
|
|
|
|
||||||
Cash taxes paid, net of refunds
|
$
|
46,295
|
|
|
$
|
22,532
|
|
|
$
|
26,797
|
|
Cash interest paid
|
68,892
|
|
|
66,060
|
|
|
73,920
|
|
|
Three Months Ended
|
|||||||||||||||
|
|
Mar. 31,
2018
|
|
Jun. 30,
2018
|
|
Sep. 29,
2018
|
|
Dec. 31,
2018
|
||||||||
|
(dollars in thousands)
|
|||||||||||||||
Statements of Operations Data:
|
|
|
|
|
|
|
|
|
||||||||
Net revenues
|
|
$
|
946,179
|
|
|
$
|
1,172,497
|
|
|
$
|
1,136,949
|
|
|
$
|
1,091,078
|
|
Gross margin
|
|
205,853
|
|
|
248,807
|
|
|
241,789
|
|
|
227,285
|
|
||||
Operating income
|
|
38,165
|
|
|
71,098
|
|
|
7,613
|
|
|
55,782
|
|
||||
Income before taxes and equity earnings
|
|
35,508
|
|
|
58,641
|
|
|
(2,721
|
)
|
|
44,149
|
|
||||
Net income
|
|
40,271
|
|
|
35,452
|
|
|
28,885
|
|
|
39,665
|
|
||||
Net income attributable to common shareholders
|
|
40,265
|
|
|
35,511
|
|
|
28,879
|
|
|
39,705
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Net income per share basic
|
|
$
|
0.38
|
|
|
$
|
0.34
|
|
|
$
|
0.28
|
|
|
$
|
0.39
|
|
Net income per share diluted
|
|
$
|
0.37
|
|
|
$
|
0.33
|
|
|
$
|
0.27
|
|
|
$
|
0.38
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
Three Months Ended
|
|||||||||||||||
|
|
Apr. 1,
2017
|
|
Jul. 1,
2017
|
|
Sep. 30,
2017
|
|
Dec. 31,
2017
|
||||||||
|
(dollars in thousands)
|
|||||||||||||||
Statements of Operations Data:
|
|
|
|
|
|
|
|
|
||||||||
Net revenues
(a)
|
|
$
|
847,853
|
|
|
$
|
948,788
|
|
|
$
|
991,325
|
|
|
$
|
975,783
|
|
Gross margin
(b)
|
|
181,687
|
|
|
231,295
|
|
|
227,894
|
|
|
208,546
|
|
||||
Operating income
(c)
|
|
40,821
|
|
|
86,823
|
|
|
86,446
|
|
|
49,818
|
|
||||
Income before taxes and equity earnings
|
|
8,199
|
|
|
63,408
|
|
|
63,242
|
|
|
10,906
|
|
||||
Net income (loss)
|
|
6,428
|
|
|
46,778
|
|
|
51,275
|
|
|
(93,690
|
)
|
||||
Net (loss) income attributable to common shareholders
|
|
(4,034
|
)
|
|
46,778
|
|
|
51,275
|
|
|
(93,690
|
)
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Net (loss) income per share basic
|
|
$
|
(0.05
|
)
|
|
$
|
0.45
|
|
|
$
|
0.49
|
|
|
$
|
(0.89
|
)
|
Net (loss) income per share diluted
|
|
$
|
(0.05
|
)
|
|
$
|
0.43
|
|
|
$
|
0.47
|
|
|
$
|
(0.89
|
)
|
(a)
|
As a result of our retrospective application of ASU 2017-07,
Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost
and to conform with current-period presentation of revenues, we reclassified certain amounts in our statement of operations that were previously reported in our quarterly periods. These revisions were
$66
for April 1, 2017,
$52
for July 1, 2017,
$(83)
for September 30, 2017,
$(220)
for December 31, 2017.
|
(b)
|
As a result of our retrospective application of ASU 2017-07,
Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost
and to conform with current-period presentation of revenues, we reclassified certain amounts in our statement of operations that were previously reported in our quarterly periods. These revisions were
$322
for April 1, 2017,
$294
for July 1, 2017,
$303
for September 30, 2017,
$305
for December 31, 2017.
|
(c)
|
As a result of our retrospective application of ASU 2017-07,
Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost
and to conform with current-period presentation of revenues, we reclassified certain amounts in our statement of operations that were previously reported in our quarterly periods. These revisions were
$3,131
for April 1, 2017,
$3,103
for July 1, 2017,
$3,111
for September 30, 2017,
$4,495
for December 31, 2017.
|
|
|
For the Years Ended December 31,
|
||||||||||
(amounts in thousands, except share and per share data)
|
|
2018
|
|
2017
|
|
2016
|
||||||
Selling, general and administrative
|
|
$
|
15,924
|
|
|
$
|
23,457
|
|
|
$
|
48,195
|
|
Equity in earnings of subsidiaries
|
|
159,882
|
|
|
33,860
|
|
|
424,946
|
|
|||
Other (income) expense
|
|
|
|
|
|
|
||||||
Interest income
|
|
(36
|
)
|
|
(35
|
)
|
|
(57
|
)
|
|||
Interest expense
|
|
45
|
|
|
73
|
|
|
65
|
|
|||
Other
|
|
(411
|
)
|
|
(426
|
)
|
|
(438
|
)
|
|||
Income before taxes
|
|
144,360
|
|
|
10,791
|
|
|
377,181
|
|
|||
Income tax (benefit) expense
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Net income
|
|
$
|
144,360
|
|
|
$
|
10,791
|
|
|
$
|
377,181
|
|
|
|
|
|
|
|
|
||||||
Comprehensive income (loss):
|
|
|
|
|
|
|
||||||
Net income
|
|
$
|
144,360
|
|
|
$
|
10,791
|
|
|
$
|
377,181
|
|
Other comprehensive (loss) income, net of tax
|
|
|
|
|
|
|
||||||
Equity in comprehensive (loss) income of subsidiaries
|
|
(49,476
|
)
|
|
101,835
|
|
|
(34,194
|
)
|
|||
Total other comprehensive (loss) income, net of tax
|
|
(49,476
|
)
|
|
101,835
|
|
|
(34,194
|
)
|
|||
Total comprehensive income
|
|
$
|
94,884
|
|
|
$
|
112,626
|
|
|
$
|
342,987
|
|
(amounts in thousands, except share and per share data)
|
|
December 31, 2018
|
|
December 31, 2017
|
||||
ASSETS
|
|
|
|
|
||||
Current assets
|
|
|
|
|
||||
Cash and cash equivalents
|
|
$
|
2,289
|
|
|
$
|
3,830
|
|
Receivable from subsidiaries
|
|
1,000
|
|
|
—
|
|
||
Other current assets
|
|
20
|
|
|
15
|
|
||
Total current assets
|
|
3,309
|
|
|
3,845
|
|
||
Property and equipment, net
|
|
3,202
|
|
|
3,363
|
|
||
Investment in subsidiaries
|
|
909,712
|
|
|
885,070
|
|
||
Long-term notes receivable
|
|
147
|
|
|
147
|
|
||
Total assets
|
|
$
|
916,370
|
|
|
$
|
892,425
|
|
LIABILITIES AND EQUITY
|
|
|
|
|
||||
Current liabilities
|
|
|
|
|
||||
Accounts payable
|
|
$
|
37
|
|
|
$
|
744
|
|
Current payable to subsidiaries
|
|
2,649
|
|
|
2,126
|
|
||
Accrued expenses and other current liabilities
|
|
75
|
|
|
227
|
|
||
Notes payable and current maturities of long-term debt
|
|
757
|
|
|
981
|
|
||
Total current liabilities
|
|
3,518
|
|
|
4,078
|
|
||
Long-term debt
|
|
205
|
|
|
963
|
|
||
Total liabilities
|
|
3,723
|
|
|
5,041
|
|
||
Commitments and contingencies
(Note 5)
|
|
|
|
|
||||
Shareholders’ equity
|
|
|
|
|
||||
Common Stock: 900,000,000 shares authorized, par value $0.01 per share, 101,310,862 shares outstanding as of December 31, 2018; 900,000,000 shares authorized, par value $0.01 per share, 105,990,483 shares outstanding as of December 31, 2017
|
|
1,013
|
|
|
1,060
|
|
||
Additional paid-in capital
|
|
658,593
|
|
|
652,666
|
|
||
Retained earnings
|
|
253,041
|
|
|
233,658
|
|
||
Total shareholders’ equity
|
|
912,647
|
|
|
887,384
|
|
||
Total liabilities, convertible preferred shares, and shareholders’ equity
|
|
$
|
916,370
|
|
|
$
|
892,425
|
|
|
|
For the Years Ended December 31,
|
||||||||||
(amounts in thousands)
|
|
2018
|
|
2017
|
|
2016
|
||||||
OPERATING ACTIVITIES
|
|
|
|
|
|
|
||||||
Net income
|
|
$
|
144,360
|
|
|
$
|
10,791
|
|
|
$
|
377,181
|
|
Adjustments to reconcile net income to cash used in operating activities:
|
|
|
|
|
|
|
||||||
Depreciation
|
|
161
|
|
|
139
|
|
|
139
|
|
|||
Litigation settlement funded by subsidiaries
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Income from subsidiaries investment
|
|
(159,882
|
)
|
|
(33,860
|
)
|
|
(424,946
|
)
|
|||
Other items, net
|
|
538
|
|
|
191
|
|
|
(205
|
)
|
|||
Payment to option holders funded by subsidiaries
|
|
—
|
|
|
—
|
|
|
20,739
|
|
|||
Stock-based compensation
|
|
15,052
|
|
|
19,785
|
|
|
22,464
|
|
|||
Net change in operating assets and liabilities, net of effect of acquisitions:
|
|
|
|
|
|
|
||||||
Receivables and payables from subsidiaries
|
|
123,366
|
|
|
(24,020
|
)
|
|
(1,296
|
)
|
|||
Other assets
|
|
(5
|
)
|
|
(15
|
)
|
|
(5,253
|
)
|
|||
Accounts payable and accrued expenses
|
|
(859
|
)
|
|
(882
|
)
|
|
1,092
|
|
|||
Net cash provided by (used in) operating activities
|
|
122,731
|
|
|
(27,871
|
)
|
|
(10,085
|
)
|
|||
INVESTING ACTIVITIES
|
|
|
|
|
|
|
||||||
Additional Investment in subsidiaries
|
|
—
|
|
|
(480,306
|
)
|
|
—
|
|
|||
Cash received on notes receivable
|
|
—
|
|
|
17
|
|
|
16
|
|
|||
Proceeds from sales of subsidiaries' shares
|
|
—
|
|
|
30,181
|
|
|
32,605
|
|
|||
Distribution received from subsidiaries
|
|
1,500
|
|
|
1,000
|
|
|
382,400
|
|
|||
Net cash provided by (used in) investing activities
|
|
1,500
|
|
|
(449,108
|
)
|
|
415,021
|
|
|||
FINANCING ACTIVITIES
|
|
|
|
|
|
|
||||||
Distributions paid
|
|
—
|
|
|
—
|
|
|
(404,198
|
)
|
|||
Payments of long-term debt
|
|
(982
|
)
|
|
(861
|
)
|
|
(728
|
)
|
|||
Employee note repayments
|
|
39
|
|
|
26
|
|
|
223
|
|
|||
Common stock issued for exercise of options
|
|
201
|
|
|
1,029
|
|
|
1,187
|
|
|||
Common stock repurchased
|
|
(125,030
|
)
|
|
—
|
|
|
—
|
|
|||
Proceeds from sale of common stock, net of underwriting fees and commissions
|
|
—
|
|
|
480,306
|
|
|
—
|
|
|||
Payments associated with initial public offering
|
|
—
|
|
|
(2,066
|
)
|
|
—
|
|
|||
Net cash (used in) provided by financing activities
|
|
(125,772
|
)
|
|
478,434
|
|
|
(403,516
|
)
|
|||
|
|
|
|
|
|
|
||||||
Net (decrease) increase in cash and cash equivalents
|
|
(1,541
|
)
|
|
1,455
|
|
|
1,420
|
|
|||
Cash, cash equivalents and restricted cash, beginning
|
|
3,830
|
|
|
2,375
|
|
|
955
|
|
|||
Cash, cash equivalents and restricted cash, ending
|
|
$
|
2,289
|
|
|
$
|
3,830
|
|
|
$
|
2,375
|
|
Buildings
|
15 - 45 years
|
(amounts in thousands)
|
2018
|
|
2017
|
||||
Buildings
|
$
|
3,632
|
|
|
$
|
3,636
|
|
Total depreciable assets
|
3,632
|
|
|
3,636
|
|
||
Accumulated depreciation
|
(430
|
)
|
|
(273
|
)
|
||
Total property and equipment, net
|
$
|
3,202
|
|
|
$
|
3,363
|
|
(amounts in thousands)
|
2018 Year-end Effective Interest Rate
|
|
2018
|
|
2017
|
||||
Installment notes for stock
|
3.50% - 5.50%
|
|
$
|
962
|
|
|
$
|
1,944
|
|
Current maturities of long-term debt
|
|
(757
|
)
|
|
(981
|
)
|
|||
|
|
|
$
|
205
|
|
|
$
|
963
|
|
Maturities by year:
|
|
|
||
2019
|
|
$
|
757
|
|
2020
|
|
205
|
|
|
2021
|
|
—
|
|
|
2022
|
|
—
|
|
|
2023
|
|
—
|
|
|
Thereafter
|
|
—
|
|
|
|
|
$
|
962
|
|
(amounts in thousands)
|
2018
|
|
2017
|
|
2016
|
||||||
Non-cash Investing Activities:
|
|
|
|
|
|
||||||
Notes receivable and accrued interest from employees and directors settled with return of JWH stock
|
$
|
—
|
|
|
$
|
183
|
|
|
$
|
—
|
|
Dividend from subsidiary settled with payable to subsidiary
|
132,295
|
|
|
—
|
|
|
—
|
|
|||
|
|
|
|
|
|
||||||
Non-cash Financing Activities:
|
|
|
|
|
|
||||||
Shares surrendered for tax obligations for employee share-based transactions in accrued liabilities
|
$
|
7
|
|
|
$
|
569
|
|
|
$
|
—
|
|
Costs associated with initial public offering formerly capitalized in prepaid expenses
|
—
|
|
|
5,857
|
|
|
—
|
|
|||
Subsidiary non-cash director notes and accrued interest activity
|
—
|
|
|
—
|
|
|
2,068
|
|
EXECUTIVE
Name:
|
|
JELD-WEN HOLDING, INC.
Name:
Title:
|
|
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;
|
(1)
|
JELD-WEN UK LIMITED
|
(2)
|
PETER MAXWELL
|
1
|
PARTIES
|
(1)
|
JELD-WEN UK Limited
whose registered office is at Retford Road, Woodhouse Mill, Sheffield, South Yorkshire, S13 9WH (company registration number 00499622) (the
“
Company
”); and
|
(2)
|
Peter Maxwell
of The Wellhouse, Stratford Upon Avon, Warwickshire, CV37 0QR (the
“
Executive
”).
|
A.
|
The Company wishes to appoint the Executive as President of the Company.
|
B.
|
JELD-WEN Holding, Inc., a Delaware corporation (“
JELD-WEN Holding
”) wishes to appoint the Executive as its Executive Vice President and President, Europe.
|
C.
|
JELD-WEN Holding, the Company and the Executive have agreed that, to enable the Executive to fulfil his role as President of the Company and Executive Vice President and President, Europe of JELD-WEN Holding, he shall be employed by the Company with the principal duty of discharging those roles under the direction and supervision of the Board and the
Chief Executive Officer of JELD-WEN Holding (the “
CEO
”)
.
|
2
|
INTERPRETATION
|
2.1
|
In this Agreement, unless the context otherwise requires:
|
2.2
|
Any reference to a statutory provision is a reference to that provision as for the time being re-enacted, amended, modified or extended.
|
2.3
|
The headings in this Agreement are for convenience only and shall not affect its interpretation.
|
2.4
|
References to the employment of the Executive are to his employment by the Company whether or not during the continuance of this Agreement.
|
2.5
|
A ‘person’ shall include any company, corporation, firm, partnership, joint venture, unincorporated association, organisation or trust (in each case whether or not having separate legal personality) and references to any of the same shall include a reference to each of them.
|
2.6
|
The masculine gender shall include the feminine and neuter and the single shall include the plural and vice versa.
|
2.7
|
‘Writing’ or ‘written’ shall include any means of visible reproduction.
|
3
|
APPOINTMENT OF THE EXECUTIVE
|
3.1
|
The Company shall employ the Executive and the Executive shall serve the Company as President of the Company and as Executive Vice President and President, Europe of JELD-WEN Holding, or in such other related capacity as the Company or JELD-WEN Holding shall direct. In addition to the duties which these positions normally entail (including those set out at clause 4 of this Agreement), the Executive shall also carry out such other duties as the Company may require him to perform from time to time. The Company may at any time remove from, add to or otherwise vary any of the Executive’s duties.
|
3.2
|
The employment of the Executive under this Agreement shall begin on the Commencement Date. The Executive's period of continuous employment with the Company began on 16 September 2015.
|
3.3
|
Without prejudice to any other term of this Agreement providing for earlier termination, the Executive’s employment under this Agreement shall continue until this Agreement shall be terminated by either party giving to the other not less than twelve (12) months’ written notice of termination.
|
3.4
|
The Executive warrants that by entering into this Agreement and performing his obligations under it, he will not be in breach of any terms or obligations under any previous or other agreement relating to his employment with any third party. The Executive hereby undertakes to indemnify and hold harmless the Company and any Group Company against all claims, costs, damages, liabilities and expense which the Company or any Group Company may incur in connection with any claim that he is or was not so at liberty.
|
3.5
|
The Executive’s employment with the Company is subject to and conditional upon his being entitled to be lawfully employed by the Company in the UK and the Executive providing evidence, satisfactory to the Company, of the same. The Executive will not be permitted to commence employment unless and until he has done this to the Company’s satisfaction. The Executive agrees to immediately notify the Company about any change to his entitlement to work for the Company in the UK, including, but not limited to, the cessation of such entitlement. If the Executive’s lawful employment in the UK is subject to the Company making an application for a visa, permission or any other approval in respect of the same, it is a condition of the Executive’s employment that he cooperates with any such application and provides the Company with any information, assistance and documents as the Company may specify.
|
3.6
|
Should the Executive:
|
3.7
|
The Company shall be entitled from time to time and at its sole and absolute discretion to appoint another person to act jointly with the Executive, including without limitation in circumstances where the Executive is suspended (whether pursuant to clause 13.4 of this Agreement or otherwise) or at any time after either party has served notice to terminate the Executive’s employment or otherwise purports to do so.
|
3.8
|
The Executive shall comply with any rules, policies and procedures set out in the Company’s staff handbook and JELD-WEN Holding’s Code of Business Conduct and Ethics, copies of which have been given to the Executive. The staff handbook and JELD-WEN Holding’s Code of Business Conduct and Ethics do not form part of the Executive’s contract of employment with the Company, and the Company and/or JELD-WEN Holding may amend them at any time. To the extent that there is any conflict between the terms of this Agreement, the staff handbook and JELD-WEN Holding’s Code of Business Conduct and Ethics, this Agreement shall prevail.
|
4
|
DUTIES OF THE EXECUTIVE
|
4.1
|
In the capacity specified in clause 3.1 the Executive shall during the continuance of this Agreement:
|
4.2
|
The Executive shall be familiar with and shall comply in all respects with:
|
4.3
|
The Executive shall at all times comply with, abide by and accept:
|
4.4
|
The Executive shall at all times comply with every applicable regulation of any stock exchange anywhere in the world on which the Company’s and/or any other Group Company’s shares and/or stock are listed and/or traded.
|
4.5
|
The Executive shall at all times:
|
4.6
|
The Executive shall not at any time during the continuance of his employment under this Agreement do anything which may in the opinion of the Board bring the Company and/or any other Group Company into disrepute or harm the goodwill or the reputation of any Group Company and in particular but without limitation, the Executive will not make any untrue, misleading or disparaging statement in relation to the Company or any other Group Company (or any of its or their employees or officers).
|
4.7
|
The Executive shall not after the termination of this Agreement represent himself as being employed by or connected with the Company or any other Group Company.
|
4.8
|
The Executive shall not at any time during the continuance of his employment under this Agreement, without the previous written consent of the Board, either as principal, employee or agent, carry on or be engaged, concerned or interested either directly or indirectly in any other trade, profession, business or occupation (including any public or private activity which in the reasonable opinion of the Board may interfere with the proper performance of his duties) or hold any directorship or other office in any company or other body whether incorporated or unincorporated.
|
4.9
|
Without prejudice to the generality of clause 4.8, the Executive shall not during the continuance of his employment under this Agreement introduce to any other person, firm or corporation, business of a kind in which the Company or any other Group Company is for the time being engaged or capable of becoming engaged or with which the Company or any other Group Company is able to deal in the course of the business for the time being carried on or planned by the Board to be carried on, and he shall not have any financial benefit from contracts made by the Company or any other Group Company with any third party (including but not limited to any supplier to any Group Company) without the prior written consent of the Board.
|
4.10
|
The Executive shall at all times give to the Board and to the Company’s auditors for the time being all such information, explanations, data and assistance as they may require in connection with the Company’s (or any other Group Company’s) business.
|
4.11
|
During the continuance of the Executive’s employment under this Agreement, the Executive shall not hold any shares, securities or have any interest of any kind in any company (other than the Company or any other Group Company) or other business organisation, save that the Executive may hold not more than three per cent of the issued shares or other securities of any class of any one company which is not a competitor of the Company or any other Group Company, where such shares or other securities are listed or dealt in on a recognised investment exchange in the United Kingdom or elsewhere, and are to be held by the Executive for investment purposes only.
|
4.12
|
The Executive shall avoid situations where his personal interests conflict with the interests of the Company or any other Group Company or any of its or their customers. If the Executive believes that any such conflict of interest may exist he shall disclose the same to the Board without delay. The Executive shall not, without the consent of the CEO, accept any gift or favour of whatever kind from any customer or supplier of the Company or any other Group Company or any prospective customer or supplier of the Company or any other Group Company with a value or cumulative value in excess of £50.
|
5
|
WORKING HOURS
|
5.1
|
The Executive’s normal working hours shall be 9.00am to 5.30pm Monday to Friday together with such additional hours as are reasonable and necessary for the proper performance of his duties (it being anticipated that the performance of his duties may require the Executive to work outside the Company’s normal business hours). The Executive acknowledges that he has no entitlement to additional remuneration for such further hours worked in excess of his normal working hours.
|
5.2
|
The Executive acknowledges and accepts that he may be required to work in excess of 48 hours per week and hereby agrees that the 48-hour upper limit on average weekly working time contained in paragraph 4(1) of the Working Time Regulations 1998 shall not apply to his employment hereunder unless the Executive gives to the Board not less than 3 months’ notice in writing that such limit shall apply.
|
6
|
REMUNERATION AND EXPENSES
|
6.1
|
During the continuance of the Executive’s employment under this Agreement the Company shall pay to the Executive, as remuneration for his services hereunder, a salary at the rate of £246,400 (two hundred and forty-six thousand four hundred pounds) per annum as from the Commencement Date.
|
6.2
|
The Executive’s salary shall be:
|
6.3
|
The Executive shall be entitled to be reimbursed the amount of £10,000 per annum for the use of his own car provided that the Executive:
|
6.4
|
The Executive shall immediately inform the Board if he is disqualified from driving and shall immediately cease to be entitled to receive the allowance under clause 6.3.
|
6.5
|
Any payment made to the Executive under this clause shall be payable together with and in the same manner as the salary in accordance with clause 6.2. The car allowance shall not be treated as part of the Executive’s basic salary for any purpose and shall not be pensionable.
|
6.6
|
The Executive shall be entitled to be reimbursed in respect of any fuel costs incurred whilst carrying out his duties under this Agreement at HMRC’s approved rates as amended from time to time, subject to the Executive providing the Company with receipts or other evidence satisfactory to the Company that the Executive has properly incurred such cost.
|
6.7
|
The Executive shall continue to be entitled to participate in the JELD-WEN Holding
annual Management Incentive Plan or any successor plan (the “
MIP
”) on the terms and conditions of the MIP which may be amended by JELD-WEN Holding
in its absolute discretion from time to time. At the date of this Agreement, the Executive’s target annual bonus under the MIP in respect of each fiscal year of JELD-WEN Holding is 60% of the salary set out in Clause 6.1 (as reviewed from time to time) and the Executive’s maximum annual bonus is 120% of this salary. The Board of Directors of JELD-WEN Holding
shall review, and may adjust in its sole discretion, such bonus targets each year when it sets target bonuses for the MIP. Any annual bonus paid to the Executive shall be in addition to the salary and to any and all other benefits to which the Executive is entitled under this Agreement. The Executive’s entitlement to participate in and rights under the MIP remain at all times subject to the terms and conditions of the MIP as in force from time to time.
|
6.8
|
The Executive shall be entitled to participate in JELD-WEN Holding’s 2017 Omnibus Equity Plan (the “
Omnibus Plan
”) or any successor plan. The Executive’s rights under and entitlement to participate in any long-term incentive plans under this clause 6.8 remain at all times subject to the terms and conditions of that long-term incentive plan as in force from time to time (and which may be amended by the Company and/or JELD-WEN Holding in their absolute discretion at any time).
|
6.9
|
Except as otherwise provided in the applicable plan or award agreement, to be eligible for any payment or award under the MIP, the Omnibus Plan or any other plan in which the Executive participates, the Executive must have remained in employment with the Company under this Agreement for the entire duration of the reference period (as determined by the Company and/or the Group Company) in respect of which the payment or award is assessed (the “
Reference Period
”) and must not have been under notice of termination (whether given by the Company or by the Executive) at any point during the Reference Period.
|
6.10
|
Except as otherwise provided in the applicable plan or award agreement, the Executive shall not receive payment of any payment or award under the MIP, the Omnibus Plan or any other plan in which the Executive participates if he is no longer in employment with the Company on the date appointed by the Company and/or any Group Company for the payment of any such payment or award.
|
6.11
|
For the avoidance of doubt, the Executive’s rights under and entitlement to any payment or award under the MIP, the Omnibus Plan or any other plan, remains at all times subject to the terms and conditions and/or rules of the applicable plan or award agreement.
|
6.12
|
In the event of a CIC Qualifying Termination, all Stock Options, restricted stock units (“RSUs”) or similar equity incentives shall fully and immediately vest upon termination of Executive’s employment and all Performance Stock Units (“PSUs”) or similar equity incentives shall vest at prorated target levels upon termination. In the event of a Non-CIC Qualifying Termination, all equity awards shall be treated in accordance with the rules of the applicable plan or award agreement.
|
6.13
|
Any payment or award paid under the MIP, the Omnibus Plan or any other plan will not be pensionable.
|
6.14
|
The Company shall reimburse the Executive for all reasonable travelling, hotel and other out-of-pocket expenses which he may properly incur in the carrying out of his duties and which the Company may approve. The Executive’s entitlement to reimbursement of any expense in accordance with this clause 6.12 shall be conditional upon the Executive providing the Company with receipts or other evidence satisfactory to the Company that the Executive has properly incurred that expense.
|
6.15
|
The Executive hereby authorises the Company to deduct from his salary, or any other sums due to him from the Company or any other Group Company, any sums due from the Executive to the Company or any other Group Company, including without limitation any overpayment of salary or accrued holiday pay.
|
6.16
|
The Company shall be entitled to perform any of its obligations under this clause 6 either by itself or through any other Group Company.
|
7
|
PENSION AND INSURANCES
|
7.1
|
The Executive has indicated to the Company that he has already reached his maximum lifetime allowance. The Executive therefore confirms that he does not intend to participate in the JELD-WEN UK Retirement Plan (the “
Pension Scheme
”). On this basis and because the Executive is, at the date of this Agreement, a statutory director of the Company, the Company is exercising its discretion not to automatically enrol the Executive in the Pension Scheme or any other pension scheme.
|
7.2
|
The Executive shall be entitled to participate in the following:
|
7.3
|
The Company may at any time withdraw any such private health insurance cover, permanent health insurance/disability or group life assurance arrangements or similar cover without providing any replacement for them. The Executive acknowledges that as the benefits are insured arrangements, the payment of any benefit is subject to the discretion of the insurers and subject to the terms and conditions of the respective scheme. The Company has no obligation to assist the Executive in the advancement of any claim he may make, nor any obligation to make any payment to the Executive should the insurer refuse to pay for whatever reason.
|
7.4
|
The Executive’s activities as a director of the Company, as an officer of JELD-WEN Holding and as an officer of any other Group Company will be covered by Directors' and Officers' Liability Insurance to the same level and extent as such cover is in force and available to other such directors.
|
7.5
|
The Executive’s eligibility to participate in or receive benefits from any insurance or other benefits scheme shall not prejudice the Company’s ability to terminate the Executive’s employment and/or this Agreement.
|
7.6
|
The Company shall be entitled to perform any of its obligations under this clause 7 either by itself or through any other Group Company.
|
8
|
HOLIDAYS
|
8.1
|
The Company’s holiday year runs from 1 January to 31 December each year. The Executive shall be entitled to 33 days’ paid holiday (which includes the normal public and Bank holidays in England and Wales) in each holiday year to be taken at such times as the Board may approve.
|
8.2
|
Holiday is only to be taken on days convenient to the Company, and must be notified in advance to the Board.
|
8.3
|
The Executive shall only be entitled to carry forward any unused holiday entitlement from any holiday year to any subsequent holiday year with the prior written permission and at the sole discretion of the Board.
|
8.4
|
If the Executive’s employment shall terminate before he has taken his full accrued entitlement to holidays for that year, he shall be entitled to accrued holiday pay of one day’s salary (calculated at a daily rate of 1/260ths of the Executive’s annual salary) for each complete day of such entitlement not taken and accrued due at such termination (his accrued entitlement to holidays being deemed for this purpose to accrue from day to day).
|
8.5
|
If the employment of the Executive shall terminate and the Executive has taken more holidays than his accrued entitlement for the holiday year in which such termination occurs, the Company shall be entitled to make a commensurate deduction from any final payment (whether of salary, expenses or otherwise) to be made to the Executive.
|
8.6
|
If either party gives notice to terminate the Executive’s employment, the Board may require the Executive to take any accrued but unused holiday entitlement during the notice period (whether or not the Executive is suspended or on a period of garden leave in accordance with clause 15).
|
9
|
SICKNESS AND MEDICAL EXAMINATION
|
9.1
|
If the Executive shall at any time be incapacitated or prevented by sickness, injury, accident or any other circumstances beyond his control (hereinafter referred to as “
incapacity
”) from carrying out in full his duties under this Agreement, he shall follow the sickness absence reporting procedure contained in the Company’s rules for the notification and verification of sickness absence.
|
9.2
|
Subject to the Executive complying with the requirements of clause 9.1, the Executive may be entitled to Company sick pay in accordance with the terms of the Company’s Sick Policy which shall satisfy any entitlement of the Executive to receive Statutory Sick Pay (“
SSP
”) from the Company during that period. Thereafter, during any further period of incapacity, the Executive shall be entitled to such SSP as the Company is obliged by law to pay to him from time to time. Save as provided for herein, the Executive shall have no entitlement to sick pay other than SSP.
|
9.3
|
The Board may at any time and at its sole discretion require the Executive to:
|
9.4
|
If the Executive suffers from incapacity which is or appears to be occasioned by actionable negligence, nuisance or breach of a statutory duty by or on behalf of a third party in respect of which damages are or may be recoverable, the Executive shall:
|
(i)
|
the amount of damages recovered by him under such compromise, settlement or judgment less any costs in or in connection with or under such claim, compromise, settlement or judgment borne by the Executive; or
|
(ii)
|
the aggregate of any remuneration paid to him in respect of the period of incapacity, less an amount equivalent to any SSP which the Company was obliged by law to pay to the Executive.
|
10
|
CONFIDENTIALITY
|
10.1
|
In this Agreement unless the context otherwise requires, “
Confidential Information
” means any:
|
10.2
|
The Executive shall not either during the continuance of his employment or at any time after its termination (without limitation in time):
|
10.3
|
The Executive shall at all times during the continuance of his employment or at any time after its termination (without limitation in time):
|
10.4
|
This clause 10 shall not apply to information which:
|
10.5
|
The Executive shall promptly disclose to the Company any information which comes into his possession which affects adversely or may affect adversely the Company or the business of the Company or any other Group Company. Such information shall include (but shall not be limited to):
|
10.6
|
All notes, memoranda, records, lists of customers and suppliers and employees, correspondence, documents, discs and tapes, digital memory and data storage devices, computer software, computer programmes, computer operating systems, computers, laptops, tablet computers, mobile phones, PDAs, other portable electronic devices, data listing, codes, and other documents and material whatsoever (whether made or created by the Executive or otherwise and whether or not containing Confidential Information) relating to the business of the Company or any other Group Company (and any copies of the same):
|
10.7
|
This clause 10 shall continue to apply after the termination of the Executive’s employment hereunder (whether terminated lawfully or not) without limit in time.
|
11
|
INTELLECTUAL PROPERTY
|
11.1
|
In this Agreement “
Intellectual Property Right
” means a formula, process, invention, utility model, trade mark, service mark, business name, copyright, design right, patent, know-how, trade secret and any other intellectual property right of any nature whatsoever throughout the world (whether registered or unregistered and including all applications and rights to apply for the same) which is invented, developed, created or acquired by the Executive (whether alone or jointly with any other person) during the course of his duties during his employment hereunder and/or relates to or is useful in connection with the business or any product or service of any Group Company.
|
11.2
|
Subject to the provisions of the Patents Act 1977, the Registered Designs Act 1949 and the Copyright Designs and Patents Act 1988, the entire interest of the Executive in any Intellectual Property Right above, shall, as between the Executive and the Company, become the property of the Company as absolute beneficial owner without any payment to the Executive for it.
|
11.3
|
The Executive shall promptly communicate in confidence to the Company full particulars of any Intellectual Property Right and the Executive shall not use, disclose to any person or exploit any Intellectual Property Right belonging to the Company or any other Group Company without the prior written consent of the Company and shall, at the request and expense of the Company, prepare and execute such instruments and do such other acts and things as may be necessary or desirable to enable the Company or any other Group Company or its or their nominee to obtain and maintain protection of any Intellectual Property Right vested in the Company or any other Group Company in such parts of the world as may be specified by the Company or its nominee and to enable the Company or any other Group Company to exploit any Intellectual Property Right vested in the Company or any other Group Company to best advantage.
|
11.4
|
The Executive hereby irrevocably:
|
11.5
|
The obligations of the Executive under this clause 11 shall continue to apply after the termination of his employment hereunder (whether terminated lawfully or not). Each of those obligations is enforceable independently of each of the others and its validity shall not be affected if any of the others is unenforceable to any extent.
|
11.6
|
The Executive hereby agrees to enter into appropriate undertakings of a similar scope and duration to the undertakings set out in this clause directly with any other Group Company if required to do so by the Company.
|
12
|
DIRECTORSHIP
|
12.1
|
Except with the prior approval of the Board, or as provided in the articles of association (or equivalent in any relevant jurisdiction) of the Company or any other Group Company of which he is a director, the Executive shall not resign as a director of the Company or any other Group Company.
|
12.2
|
If during his employment the Executive ceases to be a director of the Company or any other Group Company (otherwise than by reason of his death, resignation or disqualification in accordance with the articles of association (or equivalent in any relevant jurisdiction) of the Company or the relevant Group Company, as amended from time to time, or by statute or court order) the Executive’s employment shall continue as an employee only and the terms of this Agreement (other than those relating to the holding of the office of director) shall continue in full force and effect and the Executive shall have no claims in respect of such cessation of office.
|
13
|
TERMINATION
|
13.1
|
The Company may (without prejudice to and in addition to any other remedy) immediately terminate this Agreement and the Executive’s employment without prior notice or payment in lieu of notice if the Executive:
|
13.2
|
Any delay by the Company in exercising such right to terminate shall not constitute a waiver thereof.
|
13.3
|
Upon the termination of this Agreement under clause 13.1, the Executive shall be paid his basic salary accrued to the date of termination, together with any entitlement to be paid for accrued but untaken holidays at the date of termination (as provided for in clause 8.4), but he shall not be entitled to any other payment or compensation whatsoever in respect of such termination.
|
13.4
|
If the Company believes that circumstances have arisen in which the Company may have the right to terminate the Executive’s employment under clause 13.1, the Company shall be entitled at its discretion and without prejudice to its other rights under this Agreement to suspend the Executive on full salary and contractual benefits for such reasonable period as the Company may deem appropriate, for the purpose of investigating the circumstances which have given rise to such belief.
|
13.5
|
On the termination of the Executive’s employment for any reason and howsoever arising:
|
13.6
|
The Executive hereby irrevocably appoints the Company to be his attorney to execute and do any such instrument or thing and generally to use his name for the purpose of giving the Company or its nominee the full benefit of clauses 13.5(a) and 13.5(b).
|
13.7
|
After the termination of his employment under this Agreement, the Executive shall, on request, render such assistance and perform such tasks and functions as the Company may reasonably require for its business to assist the Company and/or any Group Company to deal properly, efficiently and cost-effectively with any matters in connection with the affairs of the Company and/or any other Group Company and in respect of which the Executive has particular knowledge and expertise by reason of his employment under this Agreement.
|
14
|
PAYMENT IN LIEU OF NOTICE
|
14.1
|
Without prejudice to clause 13.1 above, where notice is given to terminate the Executive’s employment by either party or if either the Executive or the Company otherwise purports to terminate the Executive's employment the Company may (at the sole and absolute discretion of the Board) terminate the employment at any time and with immediate effect by notifying the Executive that:
|
14.2
|
Any payment in lieu of notice will be calculated by reference to the Executive’s basic salary only (as at the date of the termination) for the duration of notice period (or remainder of the notice period as the case may be).
|
14.3
|
The Company may pay any payment in lieu of notice as one lump sum or in instalments over the period until the expiry, if it had been served, of the notice period. Such payments will be subject to income tax and national insurance contributions.
|
14.4
|
For the avoidance of doubt:
|
14.5
|
The Executive’s eligibility to participate in or receive any payment or award under the MIP, the Omnibus Plan or any other plan or benefits scheme in which the Executive participates shall not prejudice the Company’s ability to terminate the Executive’s employment and/or this Agreement by making a payment in lieu of notice in accordance with this clause 14.
|
15
|
GARDEN LEAVE AND SUSPENSION
|
15.1
|
Notwithstanding any other provision of this Agreement:
|
15.2
|
Throughout such period of suspension:
|
16
|
RECONSTRUCTION OR AMALGAMATION
|
17
|
COMPETITION
|
17.1
|
For the purposes of this clause 17 :
|
(i)
|
with whom or which, during such period the Executive (or any employee of the Company reporting directly to the Executive) had contact in the course of his employment; and/or
|
(ii)
|
in relation to whom or which the Executive by reason of his employment with the Company is in possession of any trade secrets or Confidential Information.
|
(i)
|
with whom or which, during such period the Executive (or any employee of the Company reporting directly to the Executive) had contact during the course of such negotiations or discussions; and/or
|
(ii)
|
in relation to whom the Executive by reason of his employment with the Company is in possession of any trade secrets or Confidential Information.
|
(d)
|
“
Relevant Person
” means any person with whom the Executive had dealings during the twelve months immediately preceding the Termination Date and who on the Termination Date was a Director or an employee of the Company or other Group Company engaged in a senior, managerial or technical capacity;
|
17.2
|
During the Restricted Period, the Executive shall not, without the Company’s prior written consent, directly or indirectly:
|
(i)
|
solicit or entice away from the Company or any other Group Company (or seek or endeavour to do so) the custom or business of any Customer;
|
(ii)
|
solicit or entice away from the Company or any other Group Company (or seek or endeavour to do so) the custom or business of any Prospective Customer;
|
(iii)
|
do any business with, accept orders from, or have any business dealings with any Customer;
|
(iv)
|
do any business with, accept orders from, or have any business dealings with any Prospective Customer;
|
17.3
|
The Executive acknowledges and agrees that:
|
17.4
|
Any benefit given or deemed to be given by the Executive to any Group Company under the terms of this clause is received and held on trust by the Company for the relevant Group Company. The Executive hereby agrees to enter into appropriate restrictive covenants of a similar scope and duration to the Restrictions directly with any other Group Company if required to do so by the Company.
|
18
|
DATA PROTECTION
|
18.1
|
The Executive consents to the Company or any other Group Company holding and processing “
personal data”
(as defined in the Data Protection Act 1998) concerning him in order to properly fulfil its obligations to him under this Agreement and as otherwise required or permitted by law in relation to his employment in accordance with that Act. Such processing shall principally be for legal, personnel, administrative and payroll purposes.
|
18.2
|
The Executive accepts and acknowledges that, if required at any time to work on behalf of the Company or any other Group Company overseas, the Company or any other Group Company may need to pass personal data concerning him to the person, firm or company with whom he is working anywhere in the world and he hereby expressly consents to the Company and any other Group Company doing so.
|
18.3
|
The Executive further consents to the Company and any other Group Company processing any “
sensitive personal data
” (as defined in the Data Protection Act 1998) relating to him, including, as appropriate:
|
18.4
|
The Executive acknowledges that the Company and any other Group Company may make any information to which this clause 18 relates available to individuals or companies who provide products or services to the Company or any other Group Company (such as advisers and payroll administrators), regulatory authorities, potential or future employers, governmental or quasi-governmental organisations and potential purchasers of the Company, any other Coup Company or the business in which the Executive is employed.
|
19
|
DISCIPLINARY AND GRIEVANCE PROCEDURES
|
20
|
NOTIFICATION
|
20.1
|
The Executive is required to notify the Company in writing of any changes in his personal circumstances which shall be of relevance to the Company as his employer, including, but not limited to, any change of address or telephone numbers.
|
20.2
|
The Executive must notify the Company in the event that he is prosecuted for any offence (other than a minor motoring offence which does not involves a sentence of imprisonment), and must keep the Company informed as to the progress and outcome of any prosecution. This information will be kept strictly confidential by the Company until such time it may enter the public domain (other than through a breach of this clause by the Company).
|
20.3
|
The Executive must notify the Company immediately in the event of his becoming aware of any leak or misuse of Confidential Information (as defined in clause 10) by any employee, agent or officer of the Company or any other Group Company.
|
21
|
CHANGES TO TERMS OF EMPLOYMENT
|
22
|
NOTICES
|
22.1
|
Any notice to be given under this Agreement shall be in writing. Notices may be given by personal delivery, post or email addressed to the other party:
|
22.2
|
Any notice given in accordance with clause 22.1 above shall be deemed to have been received:
|
22.3
|
Proof that the notice was properly addressed and (in the case of email) transmitted and (in the case of service by post) pre-paid and posted shall be sufficient evidence of service (unless, in the case of email, the sender has been sent or received notification that the transmission was unsuccessful).
|
23
|
GOVERNING LAW
|
24
|
SEPARATE AND SEVERAL CLAUSES
|
25
|
SUPERSESSION OF PREVIOUS AGREEMENTS
|
25.1
|
Subject to clause 25.3, this Agreement supersedes and is in substitution for any subsisting agreements between the Company and the Executive (whether of an employment nature or otherwise) and all such subsisting agreements shall be deemed to have been terminated by mutual consent with effect from the Commencement Date.
|
25.2
|
This Agreement supersedes and is in substitution for the Management Transition Agreement dated 23 December 2015 and made between JELD-WEN, Inc. and the Executive (the “
MTA
”) and the MTA shall be deemed to have been terminated by mutual consent with effect from the Commencement Date.
|
25.3
|
For the avoidance of doubt, nothing in this Agreement shall affect the Executive’s existing grant of JELD-WEN stock options or restricted stock units (the “
Stock Awards
”) which have been awarded to the Executive from time to time prior to the date of this Agreement. The Executive’s entitlement in respect of the Stock Awards or any other equity awards shall at all times remain subject to the plan, contract or any other agreement governing the grant or treatment of the Stock Awards or other equity awards as amended from time to time.
|
26
|
THIRD PARTY RIGHTS
|
26.1
|
Without prejudice to clause 26.2, JELD-WEN Holding may enforce the terms of this Agreement directly against the Executive pursuant to the Contracts (Rights of Third Parties) Act 1999.
|
26.2
|
Save as expressly provided for in clause 26.1, no term of this Agreement shall be enforceable by any person who is not a party to it either under the Contracts (Rights of Third Parties) Act 1999 or otherwise.
|
27
|
MULTIPLE COPIES
|
27.1
|
This Agreement may be executed by any number of counterparts each in the like form, all of which taken together shall constitute one and the same document and any party may execute this Agreement by signing any one or more of such counterparts.
|
28
|
SUPPLEMENTAL
|
28.1
|
The following provisions shall have effect for the purposes of the Employment Rights Act 1996 as amended:
|
...................................................
[
Mark Beck
Director
|
...................................................
Tim Craven
[Director
OR
Secretary]
|
EXECUTIVE
Peter Farmakis:
|
|
JELD-WEN HOLDING, INC.
Timothy R Craven:
Executive Vice President, Human Resources
|
Legal Name
|
Jurisdiction of Incorporation or Organization
|
Pelican Insurance, Ltd.
|
Bermuda
|
J&W Risk Services, Inc.
|
Oregon
|
JELD-WEN, Inc.
|
Delaware
|
Harbor Isles, LLC
|
Oregon
|
Creative Media Development, Inc.
|
Oregon
|
Milliken Millwork, Inc.
|
Michigan
|
Milliken Enterprises - Michigan LLC
|
Michigan
|
Milliken Enterprises - Ohio LLC
|
Michigan
|
Milliken Enterprises – Pennsylvania LLC
|
Michigan
|
American Building Supply, Inc.
|
California
|
J B L Hawaii, Limited
|
Hawaii
|
JELD-WEN Door Replacement Systems, Inc.
|
Oregon
|
West One Automotive Group, Inc.
(1)
|
Oregon
|
JW NCP, LLC
|
Oregon
|
JW NC Everett, LLC
|
Washington
|
Karona, Inc.
|
Michigan
|
JW International Holdings, Inc.
|
Nevada
|
Builders Paradise – Caymans
|
Grand Cayman
|
Builders Paradise (St. Kitts) Ltd.
|
St. Kitts
|
JELD-WEN of Canada, Ltd.
|
Canada
|
JELD-WEN de Mexico, S.A. de C.V.
|
Mexico
|
JW Real Estate, Inc.
|
Nevada
|
JELD-WEN Chile S.A.
|
Chile
|
JW Global Holdings, Ltd.
|
British Virgin Islands
|
JELD-WEN European Holdings, LLC
|
Delaware
|
JELD-WEN ApS
|
Denmark
|
JELD-WEN Europe Ltd. (f/k/a RJAC, Ltd.)
|
United Kingdom
|
JELD-WEN Danmark A/S
|
Denmark
|
JELD-WEN Deutschland Holding GmbH
|
Germany
|
JELD-WEN Deutschland GmbH & Co. KG
|
Germany
|
BOS GmbH
|
Germany
|
BBE Domoferm GmbH
|
Germany
|
JELD-WEN Magyarország Kft.
|
Hungary
|
JELD-WEN Österreich GmbH
|
Austria
|
JELD-WEN Türen GmbH
|
Austria
|
JELD-WEN Schweiz AG
|
Switzerland
|
ZARGAG Zargen + Türen AG
|
Switzerland
|
JELD-WEN Eesti AS
|
Estonia
|
JELD-WEN Sverige AB
|
Sweden
|
JELD-WEN Norge AS
|
Norway
|
Dooria AS
|
Norway
|
Legal Name
|
Jurisdiction of Incorporation or Organization
|
Dooria Norge AS
|
Norway
|
Dooria AB
|
Sweden
|
Dooria Gagnef AB
|
Sweden
|
Dooria Kungsäter AB
|
Sweden
|
Vännäs Dörr AB
|
Sweden
|
JELD-WEN of Latvia, SIA
|
Latvia
|
JELD-WEN Suomi Oy
|
Finland
|
Mattiovi Oy
|
Finland
|
OOO JELD-WEN Russia LLC
|
Russia
|
JELD-WEN France, S.A.S.
|
France
|
JELD-WEN UK, Ltd.
|
United Kingdom
|
JELD-WEN Hong Kong Limited
|
Hong Kong
|
Domoferm Service, GmbH
|
Austria
|
Domoferm GmbH & Co. KG
|
Austria
|
HSE Spol s.r.o.
|
Czech Republic
|
Domoferm Export, GmbH
|
Austria
|
Domoferm Tschechia s.r.o.
|
Czech Republic
|
Domoferm Polska Sp. z.o.o.
|
Poland
|
Domoferm Hungaria Kft.
|
Hungary
|
Domoferm d.o.o.
|
Croatia
|
Drumetall Sp. z.o.o.
|
Poland
|
OOO Domoferm
|
Russia
|
Staalkozijn Nederland B.V.
|
Netherlands
|
Drumetall GmbH
|
Austria
|
JELD-WEN Australia Pty, Ltd.
|
Australia
|
Corinthian Industries (Holdings) Pty. Ltd.
|
Australia
|
Corinthian Industries (Australia) Pty. Ltd.
|
Australia
|
Baltic Doors Pty. Ltd.
|
Australia
|
JELD-WEN New Zealand Ltd.
|
New Zealand
|
Stegbar Pty. Ltd.
|
Australia
|
JELD-WEN Management Services Pty. Ltd.
|
Australia
|
Regency (Showerscreens & Wardrobes) Pty. Ltd.
|
Australia
|
Airlite Windows Pty. Ltd.
|
Australia
|
JELD-WEN Glass Australia Pty. Ltd.
|
Australia
|
Corinthian Industries (Asia) SDN BHD
|
Malaysia
|
Aneeta Window Systems (Vic) Pty Ltd
|
Australia
|
Aneeta Window Systems (Australasia) Pty Ltd
|
Australia
|
Aneeta Window Systems (Sales) Pty Ltd
|
Australia
|
Aneeta Window Systems (NSW) Pty Ltd
|
Australia
|
Aneeta Window Systems (WA) Pty Ltd
|
Australia
|
Aneeta Window Systems (QLD) Pty Ltd
|
Australia
|
Aneeta Window Systems (NZ) Pty Ltd
|
New Zealand
|
Trend Windows & Doors Pty Ltd
|
Australia
|
Trend Glass Pty Ltd
|
Australia
|
Fenestra Hardware Specialists Pty Ltd
|
Australia
|
Legal Name
|
Jurisdiction of Incorporation or Organization
|
ArcPac Building Products Limited
|
Australia
|
Breezway Bidco Pty Ltd
|
Australia
|
Breezway Australia (Holdings) Pty Ltd
|
Australia
|
Breezway Australia Pty Ltd
|
Australia
|
Breezway Malaysia SND BHD
|
Malaysia
|
Breezway North America Inc.
|
California
|
Kolder Pty Ltd
|
Australia
|
Kolder Installations Pty Ltd
|
Australia
|
Wollongong Glass Pty Ltd
|
Australia
|
A&L Windows Pty Ltd
|
Australia
|
A&L Windows (QLD) Pty Ltd
|
Australia
|
A&L Services, Pty Ltd
|
Australia
|
(1)
Owned 50% by JELD-WEN, Inc.
|
|
* Pursuant to Item 601(b)(21)(ii) of Regulation S-K, the names of other subsidiaries of JELD-WEN Holding, Inc. are omitted because, considered in the aggregate, they would not constitute a significant subsidiary as of the end of the Company’s most recently completed fiscal year.
|
|
1.
|
I have reviewed this Annual Report on Form 10-K for the fiscal period ended
December 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;
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(c)
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Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
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(d)
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Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
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5.
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The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
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(a)
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All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
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(b)
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Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
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1.
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I have reviewed this Annual Report on Form 10-K for the fiscal period ended
December 31, 2018
of JELD-WEN Holding, Inc.;
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2.
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Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
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3.
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Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
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4.
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The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
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(a)
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Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
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(b)
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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
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(c)
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Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
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(d)
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Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
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5.
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The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
(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.
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