(State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification Number) |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4c)) |
Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
Emerging growth company |
Date: November 6, 2019 | JELD-WEN HOLDING, INC. | |||
By: | /s/ John Linker | |||
John Linker | ||||
Chief Financial Officer |
• | Results were in line with preliminary results announced on October 10, 2019 |
• | Net revenues for the third quarter decreased 3.9% year-over-year to $1.092 billion, driven primarily by a 5% headwind from volume/mix |
• | Adjusted EBITDA for the third quarter decreased by $23.7 million year-over-year to $108.9 million; adjusted EBITDA margin decreased by 170 basis points to 10.0% |
• | Core adjusted EBITDA margins expanded by 120 basis points in Europe, the first quarter of core margin expansion in Europe since early 2018; overall, core margins decreased by 170 basis points |
• | Cash flow from operations for the nine months ended September 28, 2019 improved $76.9 million year-over-year to $164.9 million |
• | The board of directors renewed the company's share repurchase program, which authorizes the repurchase of up to $175 million of common shares |
• | Cost productivity in Europe and Australasia and favorable price/cost realization in North America and Europe were insufficient to offset significant volume headwinds in North America and Australasia, and operational inefficiencies in our North America windows business |
• | Core adjusted EBITDA margins declined 170 basis points, driven by decreases of 260 basis points in North America and 80 basis points in Australasia, partially offset by an increase of 120 basis points in Europe |
• | Effective tax rate of 56.9% was significantly higher than expected due to a greater proportion of foreign income subject to the Global Intangible Low Tax Income or GILTI provisions of U.S. tax reform legislation and certain discrete tax items |
• | North America - Net revenues decreased $9.3 million, or 1.4%, to $658.4 million, due to a 3% decline in core revenues. Core revenues declined due to a volume/mix headwind of 5%, partially offset by a 2% benefit from pricing. Adjusted EBITDA decreased $17.6 million, or 20.9%, to $66.7 million. Adjusted EBITDA margins decreased by 250 basis points, to 10.1%, due to a 260 basis point decrease in core margins as a result of the deleverage impact from volume/mix, operational inefficiencies in North America windows, and the non-recurrence of legal settlement income in the prior year period. |
• | Europe - Net revenues decreased $5.2 million, or 1.8%, to $287.7 million, due to a 5% adverse impact from foreign exchange, partially offset by a 3% increase in core revenues. Core revenues improved, primarily due to a 2% benefit from pricing. Adjusted EBITDA increased $2.5 million, or 8.9%, to $30.2 million. Adjusted EBITDA margins increased 100 basis points to 10.5%, primarily due to a 120 basis point increase in core margins from improved pricing and productivity. |
• | Australasia - Net revenues decreased $30.0 million, or 17.1%, to $145.8 million, due to a 12.0% decrease in core growth and a 5% unfavorable impact from foreign exchange. Core revenue growth decreased, primarily due to a 12% decrease in volume/mix. Adjusted EBITDA decreased $5.8 million, or 22.3%, to $20.3 million. Adjusted EBITDA margin decreased by 90 basis points to 14.0%, due primarily to an 80 basis point decrease in core margins from the deleverage impact of volume/mix. |
• | Cash flows from operations of $164.9 million through the first nine months of 2019, improved by $76.9 million year-over-year, due primarily to an improvement in working capital |
• | Free cash flow generated of $60.3 million during the first nine months of 2019, improved by $52.5 million year-over-year, due primarily to the increase in cash flows from operations |
• | Updated outlook for 2019 consistent with detail provided in preliminary third quarter results on October 10, reflecting revised expectations for market demand in Australasia and North America and the impact of abnormal order patterns in the North America retail channel |
Three Months Ended | |||||||||||
September 28, 2019 | September 29, 2018 | % Variance | |||||||||
Net revenues | $ | 1,092.0 | $ | 1,136.5 | (3.9 | )% | |||||
Cost of sales | 868.2 | 895.0 | (3.0 | )% | |||||||
Gross margin | 223.8 | 241.5 | (7.3 | )% | |||||||
Selling, general and administrative | 161.4 | 230.3 | (29.9 | )% | |||||||
Impairment and restructuring charges | 7.9 | 3.9 | 103.9 | % | |||||||
Operating income | 54.4 | 7.3 | 646.3 | % | |||||||
Interest expense, net | 17.6 | 18.3 | (4.2 | )% | |||||||
Other (income) expense | (2.7 | ) | (8.0 | ) | (66.4 | )% | |||||
Income (loss) before taxes and equity earnings | 39.5 | (3.0 | ) | (1,396.9 | )% | ||||||
Income tax expense (benefit) | 22.5 | (31.7 | ) | (171.0 | )% | ||||||
Income from continuing operations, net of tax | 17.0 | 28.6 | (40.5 | )% | |||||||
Equity earnings of non-consolidated entities | — | — | — | ||||||||
Net income | $ | 17.0 | $ | 28.6 | (40.5 | )% | |||||
Other financial data: | |||||||||||
Adjusted EBITDA(1) | $ | 108.9 | $ | 132.6 | (17.9 | )% | |||||
Adjusted EBITDA Margin(1) | 10.0 | % | 11.7 | % |
(1) | Adjusted EBITDA is a financial measure that is not calculated in accordance with GAAP. For a discussion of our presentation of Adjusted EBITDA and Adjusted EBITDA Margin, see above under the heading “Non-GAAP Financial Information”. |
Nine Months Ended | |||||||||||
September 28, 2019 | September 29, 2018 | % Variance | |||||||||
Net revenues | $ | 3,221.2 | $ | 3,255.1 | (1.0 | )% | |||||
Cost of sales | 2,549.1 | 2,560.9 | (0.5 | )% | |||||||
Gross margin | 672.1 | 694.2 | (3.2 | )% | |||||||
Selling, general and administrative | 502.1 | 570.5 | (12.0 | )% | |||||||
Impairment and restructuring charges | 17.4 | 9.4 | 85.4 | % | |||||||
Operating income | 152.6 | 114.3 | 33.6 | % | |||||||
Interest expense, net | 53.7 | 51.8 | 3.6 | % | |||||||
Other (income) expense | (1.3 | ) | (27.5 | ) | (95.3 | )% | |||||
Income (loss) before taxes and equity earnings | 100.2 | 89.9 | 11.4 | % | |||||||
Income tax expense (benefit) | 45.0 | (13.1 | ) | (442.7 | )% | ||||||
Income from continuing operations, net of tax | 55.2 | 103.1 | (46.5 | )% | |||||||
Equity earnings of non-consolidated entities | — | 0.7 | (100.0 | )% | |||||||
Net income | $ | 55.2 | $ | 103.8 | (46.9 | )% | |||||
Other financial data: | |||||||||||
Adjusted EBITDA(1) | $ | 325.8 | $ | 353.2 | (7.7 | )% | |||||
Adjusted EBITDA Margin(1) | 10.1 | % | 10.8 | % |
(1) | Adjusted EBITDA is a financial measure that is not calculated in accordance with GAAP. For a discussion of our presentation of Adjusted EBITDA and Adjusted EBITDA Margin, see above under the heading “Non-GAAP Financial Information”. |
September 28, 2019 | December 31, 2018 | |||||||
Consolidated balance sheet data: | ||||||||
Cash and cash equivalents | $ | 127.9 | $ | 117.0 | ||||
Accounts receivable, net | 568.6 | 471.8 | ||||||
Inventories | 509.4 | 508.5 | ||||||
Total current assets | 1,257.1 | 1,146.6 | ||||||
Total assets | 3,345.4 | 3,047.5 | ||||||
Accounts payable | 281.4 | 250.0 | ||||||
Total current liabilities | 798.6 | 672.2 | ||||||
Total debt | 1,514.4 | 1,477.9 | ||||||
Total shareholders’ equity | 780.8 | 761.6 | ||||||
Nine Months Ended | ||||||||
Statement of cash flows data: | September 28, 2019 | September 29, 2018 | ||||||
Net cash flow provided by (used in): | ||||||||
Operating activities | $ | 164.9 | $ | 88.0 | ||||
Investing activities | (153.9 | ) | (245.4 | ) | ||||
Financing activities | 6.1 | 56.7 |
Three Months Ended | Nine Months Ended | ||||||||||||||
September 28, 2019 | September 29, 2018 | September 28, 2019 | September 29, 2018 | ||||||||||||
Net income | $ | 17.0 | $ | 28.6 | $ | 55.2 | $ | 103.8 | |||||||
Equity earnings of non-consolidated entities | — | — | — | (0.7 | ) | ||||||||||
Income tax expense | 22.5 | (31.7 | ) | 45.0 | (13.1 | ) | |||||||||
Depreciation and amortization | 34.9 | 31.2 | 99.7 | 90.3 | |||||||||||
Interest expense, net | 17.6 | 18.3 | 53.7 | 51.8 | |||||||||||
Impairment and restructuring charges | 7.9 | 3.9 | 17.4 | 9.4 | |||||||||||
Gain on previously held shares of equity investment | — | — | — | (20.8 | ) | ||||||||||
Loss (gain) on sale of property and equipment | — | (0.1 | ) | 1.1 | 0.2 | ||||||||||
Share-based compensation expense | 4.1 | 4.1 | 10.6 | 12.4 | |||||||||||
Non-cash foreign exchange transaction/translation (income) loss | (0.2 | ) | 2.8 | 3.6 | (0.4 | ) | |||||||||
Other items (1) | 5.1 | 75.2 | 38.7 | 107.9 | |||||||||||
Other non-cash items (2) | — | — | 0.7 | 12.2 | |||||||||||
Costs relating to debt restructuring and debt refinancing | — | 0.2 | — | 0.3 | |||||||||||
Adjusted EBITDA | $ | 108.9 | $ | 132.6 | $ | 325.8 | $ | 353.2 |
(1) | Other non-recurring items not core to ongoing business activity include: (i) in the three months ended September 28, 2019 (1) $3.6 in legal and professional fees relating primarily to litigation, (2) $(3.0) of realized gains on hedges of intercompany notes, (3) $2.8 in facility closure and consolidation costs related to our facility footprint rationalization program, and (4) $1.4 in acquisition and integration costs; (ii) in the three months ended September 29, 2018 (1) $76.5 in litigation contingency accruals, (2) $(3.7) of realized gains on hedges of intercompany notes, and (3) $1.8 in acquisition and integration costs; (iii) in the nine months ended September 28, 2019 (1) $16.9 in facility closure and consolidation costs related to our facility footprint rationalization program, (2) $13.4 in acquisition and integration costs including $7.1 related to purchase price structured by the former owners as retention payments for key employees at a recent acquisition, (3) $9.9 in legal cost and professional fees relating primarily to litigation, (4) $(3.1) of realized gains on hedges of intercompany notes, (5) $0.8 in other miscellaneous costs, and (6) $0.6 in costs related to the departure of former executives; (iv) in the nine months ended September 29, 2018 (1) $76.5 in litigation contingency accruals, (2) $25.4 in legal and professional fees relating primarily to litigation, (3) $6.0 in acquisition and integration costs, (4) $(3.7) of realized gains on hedges of intercompany notes, (5) $2.8 in costs related to the departure of former executives, and (6) $0.4 in stock compensation payroll taxes. |
(2) | Other non-cash items include: (i) in the nine months ended September 28, 2019, $0.7 for inventory adjustments; (ii) in the nine months ended September 29, 2018, $12.2 for initial inventory adjustments related to the ABS acquisition. |
Three Months Ended | Nine Months Ended | |||||||||||||||
(amounts in millions, except share and per share data) | September 28, 2019 | September 29, 2018 | September 28, 2019 | September 29, 2018 | ||||||||||||
Net income | $ | 17.0 | $ | 28.6 | $ | 55.2 | $ | 103.8 | ||||||||
Litigation contingency accrual | — | 48.9 | — | 48.9 | ||||||||||||
Legal and professional fees | 2.1 | — | 5.1 | 15.6 | ||||||||||||
Impact of U.S. tax cuts and jobs act | — | (40.2 | ) | — | (40.2 | ) | ||||||||||
Non-cash foreign exchange transactions/translation (income) loss | (0.1 | ) | 1.8 | 2.0 | (0.2 | ) | ||||||||||
Impairment and restructuring charges | 4.9 | 2.5 | 9.7 | 6.0 | ||||||||||||
Facility closure and consolidation charges | 1.7 | 0.2 | 9.5 | 0.2 | ||||||||||||
Acquisition and integration charges | 0.9 | 1.1 | 7.5 | 3.8 | ||||||||||||
Inventory valuation adjustment | — | — | — | 7.8 | ||||||||||||
Gain on previously held shares of an equity investment (1) | — | — | — | (20.8 | ) | |||||||||||
Deferred tax liability write-off associated with equity investment (1) | — | — | — | (7.1 | ) | |||||||||||
Adjusted net income (1) | $ | 26.5 | $ | 42.9 | $ | 89.1 | $ | 117.8 | ||||||||
Diluted net income per share | $ | 0.17 | $ | 0.27 | $ | 0.54 | $ | 0.97 | ||||||||
Litigation contingency accrual | — | 0.46 | — | 0.45 | ||||||||||||
Legal and professional fees | 0.02 | — | 0.05 | 0.15 | ||||||||||||
Impact of U.S. tax cuts and jobs act | — | (0.38 | ) | — | (0.37 | ) | ||||||||||
Non-cash foreign exchange transactions/translation (income) loss | — | 0.02 | 0.02 | — | ||||||||||||
Impairment and restructuring charges | 0.05 | 0.02 | 0.10 | 0.06 | ||||||||||||
Facility closure and consolidation charges | 0.01 | — | 0.09 | — | ||||||||||||
Acquisition and integration charges | 0.01 | 0.01 | 0.08 | 0.03 | ||||||||||||
Inventory valuation adjustment | — | — | — | 0.07 | ||||||||||||
Gain on previously held shares of an equity investment (1) | — | — | — | (0.19 | ) | |||||||||||
Deferred tax liability write-off associated with equity investment (1) | — | — | — | (0.07 | ) | |||||||||||
Adjusted net income per share (1) | $ | 0.26 | $ | 0.40 | $ | 0.88 | $ | 1.10 | ||||||||
Diluted shares used in adjusted EPS calculation represent the fully dilutive shares for the three and nine months ended September 28, 2019 and September 29, 2018, respectively. | 101,381,976 | 105,937,429 | 101,419,770 | 107,477,049 |
(1) | Adjusted net income and adjusted EPS for the nine months ending September 29, 2018 have been revised to eliminate the estimated tax effect on these items because, due to their nature, a tax effect adjustment should not have been applied. As a result, nine months ended September 29, 2018 adjusted net income as presented herein changed from $126.7 million as originally reported to $117.8 million, and adjusted EPS as presented herein changed from $1.18 as originally reported to $1.10. |
Nine Months Ended | ||||||||
September 28, 2019 | September 29, 2018 | |||||||
Net cash provided by operating activities | $ | 164.9 | $ | 88.0 | ||||
Less capital expenditures | 104.6 | 80.1 | ||||||
Free cash flow | $ | 60.3 | $ | 7.8 |
Three Months Ended | |||||||||||
September 28, 2019 | September 29, 2018 | ||||||||||
Net revenues from external customers | % Variance | ||||||||||
North America | $ | 658.4 | $ | 667.7 | (1.4 | )% | |||||
Europe | 287.7 | 292.9 | (1.8 | )% | |||||||
Australasia | 145.8 | 175.9 | (17.1 | )% | |||||||
Total Consolidated | $ | 1,092.0 | $ | 1,136.5 | (3.9 | )% | |||||
Adjusted EBITDA(1) | |||||||||||
North America | $ | 66.7 | $ | 84.3 | (20.9 | )% | |||||
Europe | 30.2 | 27.7 | 8.9 | % | |||||||
Australasia | 20.3 | 26.2 | (22.3 | )% | |||||||
Corporate and unallocated costs | (8.3 | ) | (5.6 | ) | 48.3 | % | |||||
Total Consolidated | $ | 108.9 | $ | 132.6 | (17.9 | )% |
(1) | Adjusted EBITDA is a financial measure that is not calculated in accordance with GAAP. For a discussion of our presentation of Adjusted EBITDA, see above under the heading “Non-GAAP Financial Information”. |
Nine Months Ended | |||||||||||
September 28, 2019 | September 29, 2018 | ||||||||||
Net revenues from external customers | % Variance | ||||||||||
North America | $ | 1,891.9 | $ | 1,838.8 | 2.9 | % | |||||
Europe | 888.0 | 913.3 | (2.8 | )% | |||||||
Australasia | 441.2 | 503.0 | (12.3 | )% | |||||||
Total Consolidated | $ | 3,221.2 | $ | 3,255.1 | (1.0 | )% | |||||
Adjusted EBITDA(1) | |||||||||||
North America | $ | 207.0 | $ | 211.0 | (1.9 | )% | |||||
Europe | 86.8 | 97.3 | (10.8 | )% | |||||||
Australasia | 58.0 | 67.0 | (13.4 | )% | |||||||
Corporate and unallocated costs | (26.0 | ) | (22.1 | ) | 17.4 | % | |||||
Total Consolidated | $ | 325.8 | $ | 353.2 | (7.7 | )% |
(1) | Adjusted EBITDA is a financial measure that is not calculated in accordance with GAAP. For a discussion of our presentation of Adjusted EBITDA, see above under the heading “Non-GAAP Financial Information”. |
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