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Share Name | Share Symbol | Market | Type |
---|---|---|---|
JELD WEN Holding Inc | NYSE:JELD | NYSE | Common Stock |
Price Change | % Change | Share Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 19.98 | 0 | 09:09:44 |
☒
|
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
☐
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
Delaware
|
|
93-1273278
|
(State or other jurisdiction of
incorporation or organization)
|
|
(I.R.S. Employer
Identification No.)
|
Title of each class
|
|
Trading Symbol(s)
|
|
Name of each exchange on which registered
|
Common Stock (par value $0.01 per share)
|
|
JELD
|
|
New York Stock Exchange
|
Large accelerated filer
|
|
☒
|
|
Accelerated filer
|
|
☐
|
|
|
|
|
|||
Non-accelerated filer
|
|
o
|
|
Smaller reporting company
|
|
☐
|
|
|
|
|
|
|
|
|
|
|
|
Emerging growth company
|
|
☐
|
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
|
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
|
ASC
|
Accounting Standards Codification
|
ASU
|
Accounting Standards Update
|
AUD
|
Australian Dollar
|
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
|
BBSY
|
Bank Bill Swap Bid Rate
|
Bylaws
|
Amended and Restated Bylaws of JELD-WEN Holding, Inc.
|
CAP
|
Cleanup Action Plan
|
Charter
|
Restated Certificate of Incorporation of JELD-WEN Holding, Inc.
|
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
|
COVID-19
|
A novel strain of the 2019-nCov coronavirus
|
Credit Facilities
|
Collectively, our Corporate Credit Facilities and our Australia Senior Secured Credit Facility as well as other acquired term loans and revolving credit facilities
|
DKK
|
Danish Krone
|
ERP
|
Enterprise Resource Planning
|
ESOP
|
JELD-WEN, Inc. Employee Stock Ownership and Retirement Plan
|
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, 2019
|
GAAP
|
Generally Accepted Accounting Principles in the United States
|
GHGs
|
Greenhouse Gases
|
GILTI
|
Global Intangible Low-Taxed Income
|
JELD-WEN
|
JELD-WEN Holding, Inc., together with its consolidated subsidiaries where the context requires
|
JEM
|
JELD-WEN Excellence Model
|
JWH
|
JELD-WEN Holding, Inc., a Delaware corporation
|
JWI
|
JELD-WEN, Inc., a Delaware corporation
|
LIBOR
|
London Interbank Offered Rate
|
MD&A
|
Management’s Discussion and Analysis of Financial Condition and Results of Operations
|
Onex
|
Onex Partners III LP and certain affiliates
|
PaDEP
|
Pennsylvania Department of Environmental Protection
|
Preferred Stock
|
90,000,000 shares of Preferred Stock, par value $0.01 per share, authorized under our Charter
|
PSU
|
Performance stock unit
|
R&R
|
Repair and remodel
|
RSU
|
Restricted stock unit
|
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
|
Series A Convertible Preferred Stock
|
Our Series A-1 Convertible Preferred Stock, par value $0.01 per share, Series A-2 Convertible Preferred Stock, par value $0.01 per share, Series A-3 Convertible Preferred Stock, par value $0.01 per share, and Series A-4 Convertible Preferred Stock, par value $0.01 per share, all of which were converted into shares of our common stock on February 1, 2017
|
SG&A
|
Selling, general, and administrative expenses
|
Tax Act
|
Tax Cuts and Jobs Act
|
Term Loan Facility
|
Our term loan facility, dated as of October 15, 2014, and 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
|
U.S.
|
United States of America
|
VPI
|
VPI Quality Windows, Inc.
|
WADOE
|
Washington State Department of Ecology
|
|
Three Months Ended
|
||||||
(amounts in thousands, except share and per share data)
|
March 28, 2020
|
|
March 30, 2019
|
||||
Net revenues
|
$
|
979,187
|
|
|
$
|
1,010,260
|
|
Cost of sales
|
784,818
|
|
|
802,131
|
|
||
Gross margin
|
194,369
|
|
|
208,129
|
|
||
Selling, general and administrative
|
172,584
|
|
|
164,100
|
|
||
Impairment and restructuring charges
|
6,545
|
|
|
3,719
|
|
||
Operating income
|
15,240
|
|
|
40,310
|
|
||
Interest expense, net
|
16,604
|
|
|
17,656
|
|
||
Other income
|
(2,331
|
)
|
|
(3,472
|
)
|
||
Income before taxes
|
967
|
|
|
26,126
|
|
||
Income tax expense
|
1,197
|
|
|
10,349
|
|
||
Net income (loss)
|
$
|
(230
|
)
|
|
$
|
15,777
|
|
|
|
|
|
||||
Weighted average common shares outstanding:
|
|
|
|
||||
Basic
|
100,646,850
|
|
|
100,643,509
|
|
||
Diluted
|
100,646,850
|
|
|
101,461,293
|
|
||
Net income (loss) per share
|
|
|
|
||||
Basic
|
$
|
—
|
|
|
$
|
0.16
|
|
Diluted
|
$
|
—
|
|
|
$
|
0.16
|
|
|
Three Months Ended
|
||||||
(amounts in thousands)
|
March 28, 2020
|
|
March 30, 2019
|
||||
Net income (loss)
|
$
|
(230
|
)
|
|
$
|
15,777
|
|
Other comprehensive income (loss), net of tax:
|
|
|
|
||||
Foreign currency translation adjustments, net tax of $0
|
(53,639
|
)
|
|
(12,046
|
)
|
||
Interest rate hedge adjustments, net of tax (benefit) expense of $0 and ($112), respectively
|
—
|
|
|
550
|
|
||
Defined benefit pension plans, net of tax expense of $1,060 and $771, respectively
|
2,763
|
|
|
1,454
|
|
||
|
(50,876
|
)
|
|
(10,042
|
)
|
||
Comprehensive income (loss)
|
$
|
(51,106
|
)
|
|
$
|
5,735
|
|
(amounts in thousands, except share and per share data)
|
March 28,
2020 |
|
December 31,
2019 |
||||
ASSETS
|
|
|
|
||||
Current assets
|
|
|
|
||||
Cash and cash equivalents
|
$
|
214,297
|
|
|
$
|
225,962
|
|
Restricted cash
|
312
|
|
|
3,914
|
|
||
Accounts receivable, net
|
539,252
|
|
|
469,762
|
|
||
Inventories
|
524,022
|
|
|
505,078
|
|
||
Other current assets
|
59,436
|
|
|
38,562
|
|
||
Total current assets
|
1,337,319
|
|
|
1,243,278
|
|
||
Property and equipment, net
|
829,730
|
|
|
864,375
|
|
||
Deferred tax assets
|
181,642
|
|
|
183,837
|
|
||
Goodwill
|
587,043
|
|
|
602,500
|
|
||
Intangible assets, net
|
237,233
|
|
|
250,327
|
|
||
Operating lease assets, net
|
200,472
|
|
|
202,053
|
|
||
Other assets
|
33,139
|
|
|
34,962
|
|
||
Total assets
|
$
|
3,406,578
|
|
|
$
|
3,381,332
|
|
LIABILITIES AND EQUITY
|
|
|
|
||||
Current liabilities
|
|
|
|
||||
Accounts payable
|
$
|
281,863
|
|
|
$
|
294,951
|
|
Accrued payroll and benefits
|
124,600
|
|
|
109,386
|
|
||
Accrued expenses and other current liabilities
|
287,321
|
|
|
298,603
|
|
||
Current maturities of long-term debt
|
64,740
|
|
|
65,846
|
|
||
Total current liabilities
|
758,524
|
|
|
768,786
|
|
||
Long-term debt
|
1,547,115
|
|
|
1,451,526
|
|
||
Unfunded pension liability
|
105,281
|
|
|
107,937
|
|
||
Operating lease liability
|
164,296
|
|
|
164,026
|
|
||
Deferred credits and other liabilities
|
68,731
|
|
|
67,682
|
|
||
Deferred tax liabilities
|
8,863
|
|
|
9,288
|
|
||
Total liabilities
|
2,652,810
|
|
|
2,569,245
|
|
||
Commitments and contingencies (Note 21)
|
|
|
|
||||
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, 100,487,485 shares outstanding as of March 28, 2020; 900,000,000 shares authorized, par value $0.01 per share, 100,668,003 shares outstanding as of December 31, 2019
|
1,005
|
|
|
1,007
|
|
||
Additional paid-in capital
|
675,268
|
|
|
671,772
|
|
||
Retained earnings
|
279,646
|
|
|
290,583
|
|
||
Accumulated other comprehensive loss
|
(202,151
|
)
|
|
(151,275
|
)
|
||
Total shareholders’ equity
|
753,768
|
|
|
812,087
|
|
||
Total liabilities and shareholders’ equity
|
$
|
3,406,578
|
|
|
$
|
3,381,332
|
|
|
|
Three Months Ended
|
||||||
(amounts in thousands)
|
|
March 28,
2020 |
|
March 30,
2019 |
||||
OPERATING ACTIVITIES
|
|
|
|
|
||||
Net income (loss)
|
|
$
|
(230
|
)
|
|
$
|
15,777
|
|
Adjustments to reconcile net income (loss) to cash used in operating activities:
|
|
|
|
|
||||
Depreciation and amortization
|
|
33,446
|
|
|
30,898
|
|
||
Deferred income taxes
|
|
604
|
|
|
(2,377
|
)
|
||
(Gain) loss on sale of business units, property and equipment
|
|
(2,073
|
)
|
|
614
|
|
||
Adjustment to carrying value of assets
|
|
4,254
|
|
|
1,634
|
|
||
Amortization of deferred financing costs
|
|
492
|
|
|
490
|
|
||
Stock-based compensation
|
|
3,733
|
|
|
2,596
|
|
||
Contributions to U.S. pension plan
|
|
(1,619
|
)
|
|
(1,375
|
)
|
||
Amortization of U.S. pension expense
|
|
2,225
|
|
|
2,225
|
|
||
Other items, net
|
|
13,382
|
|
|
(8,212
|
)
|
||
Net change in operating assets and liabilities, net of effect of acquisitions:
|
|
|
|
|
||||
Accounts receivable
|
|
(95,477
|
)
|
|
(89,359
|
)
|
||
Inventories
|
|
(32,686
|
)
|
|
(33,745
|
)
|
||
Other assets
|
|
(17,840
|
)
|
|
(7,502
|
)
|
||
Accounts payable and accrued expenses
|
|
20,389
|
|
|
53,537
|
|
||
Change in short term and long-term tax liabilities
|
|
(5,175
|
)
|
|
6,841
|
|
||
Net cash used in operating activities
|
|
(76,575
|
)
|
|
(27,958
|
)
|
||
INVESTING ACTIVITIES
|
|
|
|
|
||||
Purchases of property and equipment
|
|
(22,635
|
)
|
|
(19,836
|
)
|
||
Proceeds from sale of business units, property and equipment
|
|
7,775
|
|
|
382
|
|
||
Purchase of intangible assets
|
|
(7,521
|
)
|
|
(12,023
|
)
|
||
Purchases of businesses, net of cash acquired
|
|
—
|
|
|
(57,486
|
)
|
||
Cash received for notes receivable
|
|
15
|
|
|
27
|
|
||
Net cash used in investing activities
|
|
(22,366
|
)
|
|
(88,936
|
)
|
||
FINANCING ACTIVITIES
|
|
|
|
|
||||
Change in long-term debt
|
|
94,995
|
|
|
107,321
|
|
||
Common stock issued for exercise of options
|
|
1
|
|
|
1,290
|
|
||
Common stock repurchased
|
|
(5,000
|
)
|
|
(14,999
|
)
|
||
Payments to tax authorities for employee share-based compensation
|
|
(706
|
)
|
|
(141
|
)
|
||
Net cash provided by financing activities
|
|
89,290
|
|
|
93,471
|
|
||
Effect of foreign currency exchange rates on cash
|
|
(5,616
|
)
|
|
63
|
|
||
Net decrease in cash and cash equivalents
|
|
(15,267
|
)
|
|
(23,360
|
)
|
||
Cash, cash equivalents and restricted cash, beginning
|
|
229,876
|
|
|
117,623
|
|
||
Cash, cash equivalents and restricted cash, ending
|
|
$
|
214,609
|
|
|
$
|
94,263
|
|
For further information see Note 23 - Supplemental Cash Flow.
|
|
|
|
|
(amounts in thousands)
|
Preliminary Allocation
|
|
Measurement Period Adjustment
|
|
Final Allocation
|
||||||
Fair value of identifiable assets and liabilities:
|
|
|
|
|
|
||||||
Accounts receivable
|
$
|
11,417
|
|
|
$
|
(420
|
)
|
|
$
|
10,997
|
|
Inventories
|
2,555
|
|
|
(141
|
)
|
|
2,414
|
|
|||
Other current assets
|
261
|
|
|
40
|
|
|
301
|
|
|||
Property and equipment
|
3,166
|
|
|
176
|
|
|
3,342
|
|
|||
Identifiable intangible assets
|
17,702
|
|
|
5,735
|
|
|
23,437
|
|
|||
Operating lease assets
|
3,739
|
|
|
—
|
|
|
3,739
|
|
|||
Goodwill
|
26,553
|
|
|
(3,053
|
)
|
|
23,500
|
|
|||
Other assets
|
10
|
|
|
—
|
|
|
10
|
|
|||
Total assets
|
$
|
65,403
|
|
|
$
|
2,337
|
|
|
$
|
67,740
|
|
Accounts payable
|
2,629
|
|
|
—
|
|
|
2,629
|
|
|||
Other current liabilities
|
1,875
|
|
|
522
|
|
|
2,397
|
|
|||
Operating lease liability
|
3,413
|
|
|
—
|
|
|
3,413
|
|
|||
Other liabilities
|
—
|
|
|
1,502
|
|
|
1,502
|
|
|||
Total liabilities
|
$
|
7,917
|
|
|
$
|
2,024
|
|
|
$
|
9,941
|
|
Purchase price:
|
|
|
|
|
|
||||||
Cash consideration, net of cash acquired
|
$
|
57,486
|
|
|
$
|
313
|
|
|
$
|
57,799
|
|
(amounts in thousands)
|
March 28,
2020 |
|
December 31,
2019 |
||||
Raw materials
|
$
|
367,321
|
|
|
$
|
372,289
|
|
Work in process
|
37,371
|
|
|
38,432
|
|
||
Finished goods
|
119,330
|
|
|
94,357
|
|
||
Total inventories
|
$
|
524,022
|
|
|
$
|
505,078
|
|
(amounts in thousands)
|
March 28,
2020 |
|
December 31,
2019 |
||||
Property and equipment
|
$
|
1,999,308
|
|
|
$
|
2,052,584
|
|
Accumulated depreciation
|
(1,169,578
|
)
|
|
(1,188,209
|
)
|
||
Total property and equipment, net
|
$
|
829,730
|
|
|
$
|
864,375
|
|
|
Three Months Ended
|
||||||
(amounts in thousands)
|
March 28,
2020 |
|
March 30,
2019 |
||||
Cost of sales
|
$
|
21,741
|
|
|
$
|
20,669
|
|
Selling, general and administrative
|
2,629
|
|
|
2,407
|
|
||
Total depreciation expense
|
$
|
24,370
|
|
|
$
|
23,076
|
|
(amounts in thousands)
|
North
America
|
|
Europe
|
|
Australasia
|
|
Total
Reportable
Segments
|
||||||||
Balance as of January 1
|
$
|
247,502
|
|
|
$
|
273,912
|
|
|
$
|
81,086
|
|
|
$
|
602,500
|
|
Currency translation
|
(448
|
)
|
|
(4,552
|
)
|
|
(10,457
|
)
|
|
(15,457
|
)
|
||||
Balance at end of period
|
$
|
247,054
|
|
|
$
|
269,360
|
|
|
$
|
70,629
|
|
|
$
|
587,043
|
|
|
March 28, 2020
|
||||||||||
(amounts in thousands)
|
Cost
|
|
Accumulated
Amortization
|
|
Net
Book Value
|
||||||
Customer relationships and agreements
|
$
|
148,025
|
|
|
$
|
(59,049
|
)
|
|
$
|
88,976
|
|
Software
|
94,244
|
|
|
(19,645
|
)
|
|
74,599
|
|
|||
Trademarks and trade names
|
54,613
|
|
|
(7,729
|
)
|
|
46,884
|
|
|||
Patents, licenses and rights
|
40,710
|
|
|
(13,936
|
)
|
|
26,774
|
|
|||
Total amortizable intangibles
|
$
|
337,592
|
|
|
$
|
(100,359
|
)
|
|
$
|
237,233
|
|
|
December 31, 2019
|
||||||||||
(amounts in thousands)
|
Cost
|
|
Accumulated
Amortization
|
|
Net
Book Value
|
||||||
Customer relationships and agreements
|
$
|
151,540
|
|
|
$
|
(57,326
|
)
|
|
$
|
94,214
|
|
Software
|
92,821
|
|
|
(18,222
|
)
|
|
74,599
|
|
|||
Trademarks and trade names
|
58,088
|
|
|
(7,512
|
)
|
|
50,576
|
|
|||
Patents, licenses and rights
|
45,392
|
|
|
(14,454
|
)
|
|
30,938
|
|
|||
Total amortizable intangibles
|
$
|
347,841
|
|
|
$
|
(97,514
|
)
|
|
$
|
250,327
|
|
|
Three Months Ended
|
||||||
(amounts in thousands)
|
March 28, 2020
|
|
March 30, 2019
|
||||
Amortization expense
|
$
|
6,603
|
|
|
$
|
5,663
|
|
(amounts in thousands)
|
March 28, 2020
|
|
December 31, 2019
|
||||
Cloud computing arrangements
|
$
|
8,688
|
|
|
$
|
6,374
|
|
Customer displays
|
8,526
|
|
|
11,213
|
|
||
Deposits
|
6,270
|
|
|
6,440
|
|
||
Long-term notes receivable
|
4,549
|
|
|
4,614
|
|
||
Overfunded pension benefit obligation
|
1,784
|
|
|
2,015
|
|
||
Other prepaid expenses
|
1,319
|
|
|
1,896
|
|
||
Debt issuance costs on unused portion of revolver facility
|
1,014
|
|
|
1,472
|
|
||
Other long-term accounts receivable
|
634
|
|
|
563
|
|
||
Other long-term assets
|
355
|
|
|
375
|
|
||
Total other assets
|
$
|
33,139
|
|
|
$
|
34,962
|
|
(amounts in thousands)
|
March 28, 2020
|
|
December 31, 2019
|
||||
Current portion of legal claims provision
|
$
|
83,093
|
|
|
$
|
79,332
|
|
Accrued sales and advertising rebates
|
50,255
|
|
|
67,250
|
|
||
Current portion of operating lease liability
|
42,860
|
|
|
45,254
|
|
||
Non-income related taxes
|
22,523
|
|
|
23,178
|
|
||
Accrued expenses
|
22,470
|
|
|
27,993
|
|
||
Current portion of warranty liability (Note 10)
|
20,397
|
|
|
21,054
|
|
||
Accrued interest payable
|
16,790
|
|
|
2,126
|
|
||
Current portion of accrued claim costs relating to self-insurance programs
|
11,894
|
|
|
12,312
|
|
||
Current portion of deferred revenue
|
8,581
|
|
|
7,986
|
|
||
Current portion of restructuring accrual (Note 17)
|
4,946
|
|
|
6,051
|
|
||
Current portion of derivative liability (Note 19)
|
1,667
|
|
|
4,068
|
|
||
Current portion of accrued income taxes payable
|
1,845
|
|
|
1,999
|
|
||
Total accrued expenses and other current liabilities
|
$
|
287,321
|
|
|
$
|
298,603
|
|
(amounts in thousands)
|
March 28, 2020
|
|
March 30, 2019
|
||||
Balance as of January 1
|
$
|
49,716
|
|
|
$
|
46,468
|
|
Current period expense
|
4,668
|
|
|
4,344
|
|
||
Liabilities assumed due to acquisition
|
—
|
|
|
79
|
|
||
Experience adjustments
|
1,902
|
|
|
904
|
|
||
Payments
|
(6,476
|
)
|
|
(5,602
|
)
|
||
Currency translation
|
(756
|
)
|
|
106
|
|
||
Balance at period end
|
49,054
|
|
|
46,299
|
|
||
Current portion
|
(20,397
|
)
|
|
(20,272
|
)
|
||
Long-term portion
|
$
|
28,657
|
|
|
$
|
26,027
|
|
|
March 28, 2020
|
|
March 28,
2020 |
|
December 31,
2019 |
||||
(amounts in thousands)
|
Interest Rate
|
|
|
||||||
Senior notes
|
4.63% - 4.88%
|
|
$
|
800,000
|
|
|
$
|
800,000
|
|
Term loans
|
1.30% - 3.94%
|
|
586,446
|
|
|
591,153
|
|
||
Finance leases and other financing arrangements
|
1.90% - 6.00%
|
|
108,759
|
|
|
108,613
|
|
||
Mortgage notes
|
1.65%
|
|
27,361
|
|
|
28,175
|
|
||
Revolving credit facilities
|
2.25% -2.55%
|
|
100,000
|
|
|
—
|
|
||
Installment notes for stock
|
—%
|
|
—
|
|
|
205
|
|
||
Unamortized debt issuance costs and original issue discount
|
|
(10,711
|
)
|
|
(10,774
|
)
|
|||
|
|
|
1,611,855
|
|
|
1,517,372
|
|
||
Current maturities of long-term debt
|
|
(64,740
|
)
|
|
(65,846
|
)
|
|||
Long-term debt
|
|
$
|
1,547,115
|
|
|
$
|
1,451,526
|
|
(amounts in thousands)
|
North
America
|
|
Europe
|
|
Australasia
|
|
Total Operating
Segments
|
|
Corporate
and
Unallocated
Costs
|
|
Total
Consolidated
|
||||||||||||
Three Months Ended March 28, 2020
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Total net revenues
|
$
|
587,048
|
|
|
$
|
281,807
|
|
|
$
|
112,972
|
|
|
$
|
981,827
|
|
|
$
|
—
|
|
|
$
|
981,827
|
|
Intersegment net revenues
|
(312
|
)
|
|
(314
|
)
|
|
(2,014
|
)
|
|
(2,640
|
)
|
|
—
|
|
|
(2,640
|
)
|
||||||
Net revenues from external customers
|
$
|
586,736
|
|
|
$
|
281,493
|
|
|
$
|
110,958
|
|
|
$
|
979,187
|
|
|
$
|
—
|
|
|
$
|
979,187
|
|
Impairment and restructuring charges
|
943
|
|
|
2,001
|
|
|
264
|
|
|
3,208
|
|
|
3,337
|
|
|
6,545
|
|
||||||
Adjusted EBITDA
|
48,990
|
|
|
23,326
|
|
|
8,725
|
|
|
81,041
|
|
|
(6,533
|
)
|
|
74,508
|
|
||||||
Three Months Ended March 30, 2019
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Total net revenues
|
$
|
565,701
|
|
|
$
|
299,993
|
|
|
$
|
146,520
|
|
|
$
|
1,012,214
|
|
|
$
|
—
|
|
|
$
|
1,012,214
|
|
Intersegment net revenues
|
(596
|
)
|
|
(27
|
)
|
|
(1,331
|
)
|
|
(1,954
|
)
|
|
—
|
|
|
(1,954
|
)
|
||||||
Net revenues from external customers
|
$
|
565,105
|
|
|
$
|
299,966
|
|
|
$
|
145,189
|
|
|
$
|
1,010,260
|
|
|
$
|
—
|
|
|
$
|
1,010,260
|
|
Impairment and restructuring charges
|
1,958
|
|
|
1,309
|
|
|
465
|
|
|
3,732
|
|
|
(13
|
)
|
|
3,719
|
|
||||||
Adjusted EBITDA
|
52,796
|
|
|
27,638
|
|
|
16,380
|
|
|
96,814
|
|
|
(7,536
|
)
|
|
89,278
|
|
|
Three Months Ended
|
||||||
(amounts in thousands)
|
March 28, 2020
|
|
March 30, 2019
|
||||
Net income (loss)
|
$
|
(230
|
)
|
|
$
|
15,777
|
|
Income tax expense
|
1,197
|
|
|
10,349
|
|
||
Depreciation and amortization
|
33,446
|
|
|
30,898
|
|
||
Interest expense, net
|
16,604
|
|
|
17,656
|
|
||
Impairment and restructuring charges(1)
|
6,695
|
|
|
4,103
|
|
||
(Gain) loss on sale of property and equipment
|
(2,073
|
)
|
|
512
|
|
||
Share-based compensation expense
|
3,733
|
|
|
2,596
|
|
||
Non-cash foreign exchange transaction/translation (income) loss
|
(1,189
|
)
|
|
(3,686
|
)
|
||
Other items (2)
|
16,325
|
|
|
10,408
|
|
||
Other non-cash items
|
—
|
|
|
665
|
|
||
Adjusted EBITDA
|
$
|
74,508
|
|
|
$
|
89,278
|
|
(1)
|
Impairment and restructuring charges consist of (i) impairment and restructuring charges that are included in our consolidated unaudited 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 unaudited consolidated statements of operations in the amount of $150 and $384 for the three months ended March 28, 2020 and March 30, 2019, respectively. For further explanation of impairment and restructuring charges that are included in our consolidated statements of operations, see Note 17 - Impairment and Restructuring Charges in our financial statements.
|
(2)
|
Other non-recurring items not core to ongoing business activity include: (i) in the three months ended March 28, 2020 (1) $11,706 in legal costs and professional expenses relating primarily to litigation, (2) $3,110 in facility closure and consolidation costs related to our facility footprint rationalization program, and (3) $1,235 in one-time lease termination charges; and (ii) in the three months ended March 30, 2019, (1) $4,827 in facility closure and consolidation costs related to our facility footprint rationalization program, (2) $2,934 in acquisition and integration costs, and (3) $1,648 in legal costs and professional expenses relating primarily to litigation.
|
|
Three Months Ended
|
||||
|
March 28, 2020
|
|
March 30, 2019
|
||
Weighted average outstanding shares of Common Stock basic
|
100,646,850
|
|
|
100,643,509
|
|
Restricted stock units, performance share units and options to purchase Common Stock
|
—
|
|
|
817,784
|
|
Weighted average outstanding shares of Common Stock diluted
|
100,646,850
|
|
|
101,461,293
|
|
|
Three Months Ended
|
||
|
March 28, 2020
|
|
March 30, 2019
|
Common Stock options
|
2,170,131
|
|
1,685,101
|
Restricted stock units
|
670,493
|
|
449,547
|
Performance share units
|
206,263
|
|
147,552
|
|
Three Months Ended
|
||||||||||||
|
March 28, 2020
|
|
March 30, 2019
|
||||||||||
|
Shares
|
|
Weighted Average Exercise Price Per Share
|
|
Shares
|
|
Weighted Average Exercise Price Per Share
|
||||||
Options granted
|
400,994
|
|
|
$
|
24.54
|
|
|
424,944
|
|
|
$
|
20.94
|
|
Options canceled
|
41,489
|
|
|
$
|
25.15
|
|
|
108,337
|
|
|
$
|
23.81
|
|
Options exercised
|
95,438
|
|
|
$
|
11.89
|
|
|
203,545
|
|
|
$
|
7.80
|
|
|
|
|
|
|
|
|
|
||||||
|
Shares
|
|
|
Weighted Average Grant Date Fair Value
|
|
Shares
|
|
|
Weighted Average Grant Date Fair Value
|
||||
RSUs granted
|
701,727
|
|
|
$
|
18.67
|
|
|
573,815
|
|
|
$
|
20.94
|
|
PSUs granted
|
305,100
|
|
|
$
|
25.50
|
|
|
387,568
|
|
|
$
|
20.94
|
|
(amounts in thousands)
|
North
America
|
|
Europe
|
|
Australasia
|
|
Corporate
and
Unallocated
Costs
|
|
Total
Consolidated
|
||||||||||
Three Months Ended March 28, 2020
|
|
|
|
|
|
|
|
|
|||||||||||
Severance costs
|
$
|
944
|
|
|
$
|
911
|
|
|
$
|
47
|
|
|
$
|
(10
|
)
|
|
$
|
1,892
|
|
Other exit costs
|
(1
|
)
|
|
195
|
|
|
217
|
|
|
(12
|
)
|
|
399
|
|
|||||
Total restructuring costs
|
943
|
|
|
1,106
|
|
|
264
|
|
|
(22
|
)
|
|
2,291
|
|
|||||
Impairments
|
—
|
|
|
895
|
|
|
—
|
|
|
3,359
|
|
|
4,254
|
|
|||||
Total impairment and restructuring charges
|
$
|
943
|
|
|
$
|
2,001
|
|
|
$
|
264
|
|
|
$
|
3,337
|
|
|
$
|
6,545
|
|
Three Months Ended March 30, 2019
|
|
|
|
|
|
|
|
|
|||||||||||
Severance costs
|
$
|
531
|
|
|
$
|
1,148
|
|
|
$
|
199
|
|
|
$
|
—
|
|
|
$
|
1,878
|
|
Other exit costs
|
(4
|
)
|
|
—
|
|
|
224
|
|
|
(13
|
)
|
|
207
|
|
|||||
Total restructuring costs
|
527
|
|
|
1,148
|
|
|
423
|
|
|
(13
|
)
|
|
2,085
|
|
|||||
Impairments
|
1,431
|
|
|
161
|
|
|
42
|
|
|
—
|
|
|
1,634
|
|
|||||
Total impairment and restructuring charges
|
$
|
1,958
|
|
|
$
|
1,309
|
|
|
$
|
465
|
|
|
$
|
(13
|
)
|
|
$
|
3,719
|
|
(amounts in thousands)
|
Beginning
Accrual
Balance
|
|
Additions
Charged to
Expense
|
|
Payments
or
Utilization
|
|
Ending
Accrual
Balance
|
||||||||
March 28, 2020
|
|
|
|
|
|
|
|
||||||||
Severance costs
|
$
|
5,314
|
|
|
$
|
1,892
|
|
|
$
|
(3,450
|
)
|
|
$
|
3,756
|
|
Other exit costs
|
1,729
|
|
|
399
|
|
|
(156
|
)
|
|
1,972
|
|
||||
Total
|
$
|
7,043
|
|
|
$
|
2,291
|
|
|
$
|
(3,606
|
)
|
|
$
|
5,728
|
|
March 30, 2019
|
|
|
|
|
|
|
|
||||||||
Severance costs
|
$
|
5,353
|
|
|
$
|
1,878
|
|
|
$
|
(4,003
|
)
|
|
$
|
3,228
|
|
Other exit costs
|
3,287
|
|
|
207
|
|
|
(411
|
)
|
|
3,083
|
|
||||
Total
|
$
|
8,640
|
|
|
$
|
2,085
|
|
|
$
|
(4,414
|
)
|
|
$
|
6,311
|
|
|
Three Months Ended
|
||||||
(amounts in thousands)
|
March 28, 2020
|
|
March 30, 2019
|
||||
Pension benefit expense
|
$
|
2,787
|
|
|
$
|
2,748
|
|
Foreign currency gain
|
(2,250
|
)
|
|
(5,295
|
)
|
||
(Gain) loss on sale of business units, property, and equipment
|
(2,073
|
)
|
|
582
|
|
||
Other income items
|
(795
|
)
|
|
(260
|
)
|
||
Legal settlement income
|
—
|
|
|
(1,247
|
)
|
||
Total other income
|
$
|
(2,331
|
)
|
|
$
|
(3,472
|
)
|
|
Derivatives liabilities
|
||||||||
(amounts in thousands)
|
Balance Sheet Location
|
|
March 28,
2020 |
|
December 31,
2019 |
||||
Derivatives not designated as hedging instruments:
|
|
|
|
|
|||||
Foreign currency forward contracts
|
Accrued expenses and other current liabilities
|
|
$
|
1,667
|
|
|
$
|
4,068
|
|
|
March 28, 2020
|
||||||||||||||||||
(amounts in thousands)
|
Carrying Amount
|
|
Total
Fair Value
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||||||
Assets:
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash equivalents
|
$
|
70,011
|
|
|
$
|
70,011
|
|
|
$
|
—
|
|
|
$
|
70,011
|
|
|
$
|
—
|
|
Derivative assets, recorded in other current assets
|
14,612
|
|
|
14,612
|
|
|
—
|
|
|
14,612
|
|
|
—
|
|
|||||
Liabilities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Senior notes
|
$
|
800,000
|
|
|
$
|
709,000
|
|
|
$
|
—
|
|
|
$
|
709,000
|
|
|
$
|
—
|
|
Term loans
|
586,445
|
|
|
517,000
|
|
|
—
|
|
|
517,000
|
|
|
—
|
|
|||||
Derivative liabilities, recorded in accrued expenses and deferred credits
|
1,667
|
|
|
1,667
|
|
|
—
|
|
|
1,667
|
|
|
—
|
|
|
December 31, 2019
|
||||||||||||||||||
(amounts in thousands)
|
Carrying Amount
|
|
Total
Fair Value
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||||||
Assets:
|
|
|
|
|
|
|
|
|
|
||||||||||
Derivative assets, recorded in other current assets
|
1,372
|
|
|
1,372
|
|
|
—
|
|
|
1,372
|
|
|
—
|
|
|||||
Liabilities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Senior notes, recorded in long-term debt
|
$
|
800,000
|
|
|
$
|
823,500
|
|
|
$
|
—
|
|
|
$
|
823,500
|
|
|
$
|
—
|
|
Term loans, recorded in long-term debt and current maturities of long-term debt
|
591,153
|
|
|
593,932
|
|
|
—
|
|
|
593,932
|
|
|
—
|
|
|||||
Derivative liabilities, recorded in accrued expenses and deferred credits
|
4,068
|
|
|
4,068
|
|
|
—
|
|
|
4,068
|
|
|
—
|
|
|
March 28, 2020
|
||||||||||||||||||||||
(amounts in thousands)
|
Carrying Value
|
|
Total
Fair Value
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total Losses
|
||||||||||||
Continuing operations
|
$
|
341
|
|
|
$
|
341
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
341
|
|
|
$
|
895
|
|
Total
|
$
|
341
|
|
|
$
|
341
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
341
|
|
|
$
|
895
|
|
|
December 31, 2019
|
||||||||||||||||||||||
(amounts in thousands)
|
Carrying Value
|
|
Total
Fair Value
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total Losses
|
||||||||||||
Closed operations
|
$
|
988
|
|
|
988
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
988
|
|
|
$
|
1,586
|
|
|
Total
|
$
|
988
|
|
|
$
|
988
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
988
|
|
|
$
|
1,586
|
|
(amounts in thousands)
|
March 28,
2020 |
|
December 31,
2019 |
||||
Self-insurance workers’ compensation
|
$
|
23,638
|
|
|
$
|
23,638
|
|
Legal
|
48,561
|
|
|
48,561
|
|
||
Liability and other insurance
|
16,678
|
|
|
16,678
|
|
||
Environmental
|
8,286
|
|
|
8,186
|
|
||
Other
|
6,504
|
|
|
5,864
|
|
||
Total outstanding performance bonds and stand-by letters of credit
|
$
|
103,667
|
|
|
$
|
102,927
|
|
|
Three Months Ended
|
||||||
(amounts in thousands)
|
March 28,
2020 |
|
March 30,
2019 |
||||
Components of pension benefit expense - U.S. benefit plan:
|
|
|
|
||||
Administrative cost
|
$
|
1,250
|
|
|
$
|
1,250
|
|
Interest cost
|
3,725
|
|
|
3,725
|
|
||
Expected return on plan assets
|
(4,650
|
)
|
|
(4,650
|
)
|
||
Amortization of net actuarial pension loss
|
2,225
|
|
|
2,225
|
|
||
Pension benefit expense
|
$
|
2,550
|
|
|
$
|
2,550
|
|
|
Three Months Ended
|
||||||
(amounts in thousands)
|
March 28, 2020
|
|
March 30, 2019
|
||||
Cash Operating Activities:
|
|
|
|
||||
Operating leases
|
$
|
14,337
|
|
|
$
|
13,453
|
|
Finance leases
|
47
|
|
|
12
|
|
||
Cash paid for amounts included in the measurement of lease liabilities
|
$
|
14,384
|
|
|
$
|
13,465
|
|
|
|
|
|
||||
Non-cash Investing Activities:
|
|
|
|
||||
Property, equipment and intangibles purchased in accounts payable
|
$
|
3,012
|
|
|
$
|
8,130
|
|
Property, equipment and intangibles purchased for debt
|
4,010
|
|
|
9,683
|
|
||
Customer accounts receivable converted to notes receivable
|
—
|
|
|
66
|
|
||
|
|
|
|
||||
Cash Financing Activities:
|
|
|
|
||||
Borrowings on long-term debt
|
100,075
|
|
|
115,027
|
|
||
Payments of long-term debt
|
(5,080
|
)
|
|
(7,706
|
)
|
||
Change in long-term debt
|
$
|
94,995
|
|
|
$
|
107,321
|
|
|
|
|
|
||||
Cash paid for amounts included in the measurement of finance lease liabilities
|
$
|
328
|
|
|
$
|
52
|
|
|
|
|
|
||||
Non-cash Financing Activities:
|
|
|
|
||||
Prepaid insurance funded through short-term debt borrowings
|
$
|
—
|
|
|
$
|
1,189
|
|
Prepaid ERP costs funded through short-term debt borrowings
|
—
|
|
|
1,430
|
|
||
Shares surrendered for tax obligations for employee share-based transactions in accrued liabilities
|
—
|
|
|
30
|
|
||
Accounts payable converted to installment notes
|
914
|
|
|
286
|
|
||
|
|
|
|
||||
Other Supplemental Cash Flow Information:
|
|
|
|
||||
Cash taxes paid, net of refunds
|
$
|
5,767
|
|
|
$
|
5,881
|
|
Cash interest paid
|
1,837
|
|
|
7,902
|
|
||
Leased assets obtained in exchange for new finance lease liabilities
|
544
|
|
|
16
|
|
||
Leased assets obtained in exchange for new operating lease liabilities
|
6,339
|
|
|
4,886
|
|
|
Three Months Ended
|
||||||||||
|
March 30, 2019
|
||||||||||
(amounts in thousands, except per share data)
|
As Reported
|
|
Correction
|
|
As Revised
|
||||||
Consolidated Statement of Operations:
|
|
|
|
|
|
||||||
Net revenues
|
$
|
1,010,906
|
|
|
$
|
(646
|
)
|
|
$
|
1,010,260
|
|
Cost of sales
|
$
|
802,458
|
|
|
$
|
(327
|
)
|
|
$
|
802,131
|
|
Gross margin
|
$
|
208,448
|
|
|
$
|
(319
|
)
|
|
$
|
208,129
|
|
Selling, general and administrative
|
$
|
163,378
|
|
|
$
|
722
|
|
|
$
|
164,100
|
|
Operating income (loss)
|
$
|
41,351
|
|
|
$
|
(1,041
|
)
|
|
$
|
40,310
|
|
Other (income) expense(1)
|
$
|
(3,195
|
)
|
|
$
|
(261
|
)
|
|
$
|
(3,456
|
)
|
Income before taxes and equity earnings
|
$
|
26,890
|
|
|
$
|
(780
|
)
|
|
$
|
26,110
|
|
Income tax expense (benefit)
|
$
|
10,337
|
|
|
$
|
12
|
|
|
$
|
10,349
|
|
Income from continuing operations, net of tax
|
$
|
16,553
|
|
|
$
|
(792
|
)
|
|
$
|
15,761
|
|
Net income (loss)
|
$
|
16,553
|
|
|
$
|
(792
|
)
|
|
$
|
15,761
|
|
Net income (loss) attributable to common shareholders
|
$
|
16,569
|
|
|
$
|
(792
|
)
|
|
$
|
15,777
|
|
(1)
|
Non-controlling interest of $16 for the three months ended March 30, 2019 has been reclassified to Other (income) expense to conform to the current year’s presentation.
|
|
Three months ended
|
||||||||||
|
March 30, 2019
|
||||||||||
(amounts in thousands)
|
As Reported
|
|
Correction
|
|
As Revised
|
||||||
Net income (loss)
|
$
|
16,553
|
|
|
$
|
(792
|
)
|
|
$
|
15,761
|
|
Income tax expense
|
$
|
10,337
|
|
|
$
|
12
|
|
|
$
|
10,349
|
|
Non-cash foreign exchange transaction/translation (income) loss
|
$
|
(3,425
|
)
|
|
$
|
(261
|
)
|
|
$
|
(3,686
|
)
|
Other items
|
$
|
11,683
|
|
|
$
|
(280
|
)
|
|
$
|
11,403
|
|
Adjusted EBITDA
|
$
|
90,599
|
|
|
$
|
(1,321
|
)
|
|
$
|
89,278
|
|
|
Three months ended
|
||||||||||||||||||||||
|
March 30, 2019
|
||||||||||||||||||||||
(amounts in thousands)
|
North
America |
|
Europe
|
|
Australasia
|
|
Total Operating
Segments |
|
Corporate
and Unallocated Costs |
|
Total
Consolidated |
||||||||||||
As Reported
|
$
|
53,540
|
|
|
$
|
28,169
|
|
|
$
|
16,426
|
|
|
$
|
98,135
|
|
|
$
|
(7,536
|
)
|
|
$
|
90,599
|
|
Correction
|
(744
|
)
|
|
(531
|
)
|
|
(46
|
)
|
|
(1,321
|
)
|
|
—
|
|
|
(1,321
|
)
|
||||||
As Revised
|
$
|
52,796
|
|
|
$
|
27,638
|
|
|
$
|
16,380
|
|
|
$
|
96,814
|
|
|
$
|
(7,536
|
)
|
|
$
|
89,278
|
|
•
|
negative trends in overall business, financial market and economic conditions, and/or activity levels in our end markets;
|
•
|
increases in interest rates and reduced availability of financing for the purchase of new homes and home construction and improvements;
|
•
|
political, economic, including pandemics, such as COVID-19, and other risks, that arise from operating a multinational business;
|
•
|
changes in building codes that could increase the cost of our products or lower the demand for our windows and doors;
|
•
|
lack of transparency, threat of fraud, public sector corruption, and other forms of criminal activity involving government officials;
|
•
|
other risks and uncertainties, including those listed under Item 1A- Risk Factors in our 10-K and Item 1A- Risk Factors in this 10-Q.
|
•
|
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.
|
|
Three Months Ended
|
||||||||||||
|
March 28, 2020
|
|
March 30, 2019
|
||||||||||
(amounts in thousands)
|
|
|
% of Net
Revenues
|
|
|
% of Net
Revenues
|
|||||||
Net revenues
|
$
|
979,187
|
|
|
100.0
|
%
|
|
$
|
1,010,260
|
|
|
100.0
|
%
|
Cost of sales
|
784,818
|
|
|
80.1
|
%
|
|
802,131
|
|
|
79.4
|
%
|
||
Gross margin
|
194,369
|
|
|
19.9
|
%
|
|
208,129
|
|
|
20.6
|
%
|
||
Selling, general and administrative
|
172,584
|
|
|
17.6
|
%
|
|
164,100
|
|
|
16.2
|
%
|
||
Impairment and restructuring charges
|
6,545
|
|
|
0.7
|
%
|
|
3,719
|
|
|
0.4
|
%
|
||
Operating income
|
15,240
|
|
|
1.6
|
%
|
|
40,310
|
|
|
4.0
|
%
|
||
Interest expense, net
|
16,604
|
|
|
1.7
|
%
|
|
17,656
|
|
|
1.7
|
%
|
||
Other income
|
(2,331
|
)
|
|
(0.2
|
)%
|
|
(3,472
|
)
|
|
(0.3
|
)%
|
||
Income before taxes
|
967
|
|
|
0.1
|
%
|
|
26,126
|
|
|
2.6
|
%
|
||
Income tax expense
|
1,197
|
|
|
0.1
|
%
|
|
10,349
|
|
|
1.0
|
%
|
||
Net income (loss)
|
$
|
(230
|
)
|
|
—
|
%
|
|
$
|
15,777
|
|
|
1.6
|
%
|
|
|
Three Months Ended
|
|
|
|||||||
(amounts in thousands)
|
|
March 28, 2020
|
|
March 30, 2019
|
|
|
|||||
Net revenues from external customers
|
|
|
|
|
|
% Variance
|
|||||
North America
|
|
$
|
586,736
|
|
|
$
|
565,105
|
|
|
3.8
|
%
|
Europe
|
|
281,493
|
|
|
299,966
|
|
|
(6.2)
|
%
|
||
Australasia
|
|
110,958
|
|
|
145,189
|
|
|
(23.6)
|
%
|
||
Total Consolidated
|
|
$
|
979,187
|
|
|
$
|
1,010,260
|
|
|
(3.1)
|
%
|
Percentage of total consolidated net revenues
|
|
|
|
|
|
|
|||||
North America
|
|
59.9
|
%
|
|
55.9
|
%
|
|
|
|||
Europe
|
|
28.8
|
%
|
|
29.7
|
%
|
|
|
|||
Australasia
|
|
11.3
|
%
|
|
14.4
|
%
|
|
|
|||
Total Consolidated
|
|
100.0
|
%
|
|
100.0
|
%
|
|
|
|||
Adjusted EBITDA(1)
|
|
|
|
|
|
|
|||||
North America
|
|
$
|
48,990
|
|
|
$
|
52,796
|
|
|
(7.2)
|
%
|
Europe
|
|
23,326
|
|
|
27,638
|
|
|
(15.6)
|
%
|
||
Australasia
|
|
8,725
|
|
|
16,380
|
|
|
(46.7)
|
%
|
||
Corporate and unallocated costs
|
|
(6,533
|
)
|
|
(7,536
|
)
|
|
(13.3)
|
%
|
||
Total Consolidated
|
|
$
|
74,508
|
|
|
$
|
89,278
|
|
|
(16.5)
|
%
|
Adjusted EBITDA as a percentage of segment net revenues
|
|
|
|
|
|
|
|||||
North America
|
|
8.3
|
%
|
|
9.3
|
%
|
|
|
|||
Europe
|
|
8.3
|
%
|
|
9.2
|
%
|
|
|
|||
Australasia
|
|
7.9
|
%
|
|
11.3
|
%
|
|
|
|||
Total Consolidated
|
|
7.6
|
%
|
|
8.8
|
%
|
|
|
(1)
|
Adjusted EBITDA is a financial measure that is not calculated in accordance with GAAP. For a discussion of our presentation of Adjusted EBITDA, see Note 13 - Segment Information in our consolidated financial statements.
|
|
|
Three Months Ended
|
||||||
(amounts in thousands)
|
|
March 28,
2020 |
|
March 30,
2019 |
||||
Cash provided by (used in):
|
|
|
|
|
||||
Operating activities
|
|
$
|
(76,575
|
)
|
|
$
|
(27,958
|
)
|
Investing activities
|
|
(22,366
|
)
|
|
(88,936
|
)
|
||
Financing activities
|
|
89,290
|
|
|
93,471
|
|
||
Effect of changes in exchange rates on cash and cash equivalents
|
|
(5,616
|
)
|
|
63
|
|
||
Net change in cash and cash equivalents
|
|
$
|
(15,267
|
)
|
|
$
|
(23,360
|
)
|
•
|
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;
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Evaluate corporate and segment monitoring controls to ensure they are designed and operating at the appropriate level of precision required to support risk mitigation;
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Implement enhancements to the design of our customer pricing controls in Europe;
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Implement enhancements to the design of our journal entry controls in Europe;
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Implement enhancements to the design of our controls related to the reconciliation of subsidiary ledger financial information used in the consolidated financial statements;
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Strengthen procedures and set guidelines for documentation of controls throughout our domestic and international locations for consistency of application; and
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Institute additional training programs that occur on a regular basis related to internal control over financial reporting for our world-wide finance and accounting personnel.
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The onboarding of additional personnel, including an experienced finance executive, in Europe with knowledge and experience in internal control over financial reporting;
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conducting quarterly web-based training sessions on internal controls over financial reporting, monitoring controls, complex accounting topics, account reconciliations and journal entry controls in Europe; and
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implementing enhancements to closing processes that included the continuation of the centralization of certain tasks, development of manuals and standardized templates to enhance the evidence supporting the local teams’ execution of internal control over financial reporting.
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decreased demand for our products as a result of a slowdown in the U.S. and global economies and resulting decreases in construction and R&R;
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increased storage costs as a result of larger volume of inventory that remains unsold; and
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uncertain expense management in light of continued efforts to protect our employees and operational issues resulting from absenteeism and closures experienced by our facilities globally.
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complete or partial closures of, or other operational issues at, one or more of our manufacturing or distribution facilities resulting from government action;
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difficulty sourcing materials necessary to fulfill production requirements or higher prices to fulfill our requirements as a result of suppliers experiencing closures or reductions in their capacity utilization levels;
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reduced economic activity severely impacting our customers’ financial condition and liquidity, reducing the likelihood they will be purchasing additional products from us and increasing the likelihood they may require additional time to pay us or will fail to pay us at all, which could significantly increase the amount of accounts receivable and require us to record additional allowances for doubtful accounts;
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reduced economic activity resulting in a prolonged recession, which could negatively impact consumer discretionary spending;
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a decrease in the principal that may be drawn under our ABL Facility as a result of a decrease in our accounts receivable and inventory;
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difficulty accessing debt and equity capital on attractive terms, or at all, an impact on our credit ratings, and a severe disruption and instability in the global financial markets or deterioration in credit and financing conditions that affect our access to capital necessary to fund business operations or to address maturing liabilities on a timely basis;
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negative impact on our future compliance with financial covenants under our Corporate Credit Facilities and other debt agreements, which could result in a default and potentially an acceleration of indebtedness; and
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the potential negative impact on the health of our personnel, particularly if a significant number of them are impacted, decreasing our ability to ensure business continuity during this disruption.
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the duration, scope, and severity of the COVID-19 pandemic;
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the disruption or delay of production and delivery of materials and products in our supply chain;
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the impact of travel bans, work-from-home policies, or shelter-in-place orders;
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the temporary or prolonged shutdown of manufacturing facilities and decreased retail traffic;
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staffing shortages;
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general economic, financial, and industry conditions, particularly conditions relating to liquidity, financial performance, and related credit issues in our industry, which may be amplified by the effects of COVID-19; and
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the long-term effects of COVID-19 on the national and global economy, including on consumer confidence and spending, financial markets and the availability of credit for us, our suppliers and our customers.
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JELD-WEN HOLDING, INC.
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(Registrant)
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By:
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/s/ John Linker
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John Linker
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Chief Financial Officer
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1 Year JELD WEN Chart |
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