What changed in this filing

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Item 5. Market for Registrant’s Common Equity

2021-02-23 compared with 2020-02-24 · 7 added, 92 removed, 22 unchanged (82% of the section changed)

3 unchanged sentences

Prior to that time, there was no public trading market for our stock.

As of February 21, 2020 , there were approximately 1,223 shareholders of

record of our Common Stock.

As of February 19, 2021, there were approximately 1,377 shareholders of record of our Common Stock.

The number of record holders does not include a substantially greater number of holders whose shares are held of record in nominee or “street name” accounts through banks, brokers, and other financial institutions.

7 unchanged sentences

1/27/2017 12/31/2017 12/31/2018 12/31/2019 12/31/2020

JELD-WEN Holding, Inc.

$100.00 $150.73 $54.40 $89.62 $97.09

S&P 500 $100.00 $121.83 $116.49 $153.17 $181.35

S&P 1500 Building Products Index $100.00 $110.00 $86.71 $123.14 $173.84

4 unchanged sentences

Any determination to pay dividends in the future will be at the discretion of our Board of Directors and will depend upon our results of operations, cash requirements, financial condition, contractual restrictions, restrictions imposed by applicable laws, and other factors that our Board of Directors may deem relevant.

The terms of the agreements governing our existing or future indebtedness may limit our ability to further pay dividends and make distributions to our shareholders.

The terms of the agreements governing our existing or future indebtedness may limit our ability to pay dividends and make distributions to our shareholders.

Our business is conducted through our subsidiaries and dividends from, and cash generated by, our subsidiaries will be our principal sources of cash to repay indebtedness, fund operations, and pay any dividends.

Accordingly, our ability to pay dividends to our shareholders is dependent on the earnings and distributions of funds from our subsidiaries (which distributions may be restricted by the terms of our Corporate Credit Facilities and Senior Notes).

Item 6 - Selected Financial Data

Our historical results are not necessarily indicative of the results expected for any future period.

Since the year ended December 31, 2015, we have completed several acquisitions.

See Acquisitions , included in our “Management’s Discussion and Analysis of Financial Condition and Results of Operations” below.

The results of these acquired entities are included in our consolidated statements of operations for the periods subsequent to the respective acquisition date.

During 2016, we released a valuation allowance in the U.S.

totaling $278.4 million resulting in an increase in tax benefit and net income for the period.

During 2017, the Tax Act lowered our U.S.

federal tax rate which reduced the valuation of our net deferred tax assets, resulting in an additional tax expense of approximately $21.1 million and we provisionally recorded an additional foreign repatriation tax charge of $11.3 million .

During 2018, we finalized our accounting for all of the enactment-date income tax effects of the Tax Act and recognized a tax benefit of $40.2 million due to changes in the provisional amounts recorded at December 31, 2017 and included these adjustments as a component of income tax expense from continuing operations.

See Note 17 - Income Taxes for further detail.

The selected historical consolidated financial data set forth below should be read in conjunction with, and are qualified by reference to, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our consolidated financial statements and related notes thereto included elsewhere in this Form 10-K.

The results have been revised to reflect the correction of certain errors and other accumulated misstatements as described in Note 32 - Revision of Prior Period Financial Statements.

Year Ended December 31,

(dollars in thousands, except per share data)

Income from continuing operations, net of tax

Income (loss) per common share from continuing operations:

Cash dividends per common share

Other financial data:

Capital expenditures

Depreciation and amortization

Adjusted EBITDA (1)

Consolidated balance sheet data :

Total assets (2)

Redeemable convertible preferred stock

___________________________

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.

We define Adjusted EBITDA 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;

and costs related to debt restructuring and debt refinancing.

We use this non-GAAP measure in assessing our performance in addition to net income (loss) determined in accordance with GAAP.

We believe Adjusted EBITDA is an important measure to be used in evaluating operating performance because it allows management and investors to better evaluate and compare our core operating results from period to period by removing the impact of our capital structure (net interest income or expense from our outstanding debt), asset base (depreciation and amortization), tax consequences, other non-operating items, and

share-based compensation.

Furthermore, the instruments governing our indebtedness use Adjusted EBITDA to measure our compliance with certain limitations and covenants.

We reference this non-GAAP financial measure frequently in our decision-making because it provides supplemental information that facilitates internal comparisons to the historical operating performance of prior periods.

In addition, executive incentive compensation is based in part on Adjusted EBITDA, and we base certain of our forward-looking estimates and budgets on Adjusted EBITDA.

We also believe Adjusted EBITDA is a measure widely used by securities analysts and investors to evaluate the financial performance of our company and other companies.

Adjusted EBITDA has limitations as an analytical tool, and you should not consider it in isolation, or as a substitute for analysis of our results as reported under GAAP.

Adjusted EBITDA eliminates the effect of certain items on net income and thus has certain limitations.

Some of these limitations are:

Adjusted EBITDA does not reflect the interest expense or the cash requirements necessary to service interest or principal payments on our debt;

Adjusted EBITDA does not reflect any income tax payments we are required to make and although depreciation and amortization are non-cash charges, the assets being depreciated and amortized will often have to be replaced in the future;

and Adjusted EBITDA does not reflect any cash requirements for such replacement.

Other companies may calculate Adjusted EBITDA differently, and, therefore, our Adjusted EBITDA may not be comparable to similarly titled measures of other companies.

In 2019, we adopted ASC 842 - Leases , resulting in an additional $202.1 million in total assets at December 31, 2019 .

The following is a reconciliation of our net income, the most directly comparable GAAP financial measure, to Adjusted EBITDA:

Year Ended December 31,

(dollars in thousands)

Loss from discontinued operations, net of tax

Equity earnings of non-consolidated entities

Income tax expense (benefit)

Depreciation and amortization

Interest expense, net (a)

Impairment and restructuring charges (b)

Gain on previously held shares of equity investment

Loss (gain) on sale of property and equipment

Share-based compensation expense

Non-cash foreign exchange transaction/translation loss (income)

Other non-cash items (c)

Other items (d)

Costs relating to debt restructuring, debt refinancing, and the Onex investment (e)

Adjusted EBITDA

____________________________

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.

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 $1,197, $0, $1, $4,506, and $9,687, for the years ended December 31, 2019, 2018, 2017, 2016, and 2015, respectively.

These additional charges are primarily comprised of non-cash changes in inventory valuation reserves, such as excess and obsolete reserves.

Other non-cash items include, among other things, charges of $235, $3,740, $439, $357, and $893, for the years ended December 31, 2019, 2018, 2017, 2016, and 2015, respectively, relating to (1) derivative losses of $235 in the year ended December 31, 2019 ;

(2) the fair value adjustment for inventory acquired in the year ended December 31, 2018 and December 31, 2017 as part of the acquisitions referred to in “Management’s Discussion and Analysis of Financial Condition and Results of Operations-Acquisitions” and (3) charges of $2,153 for the out-of-period European warranty liability adjustment for the year ended December 31, 2016.

Other non-recurring items not core to ongoing business activity include:

(i) in the year ended December 31, 2019 (1) $19,147 in facility closure and consolidation costs related to our facility footprint rationalization program, (2) $14,963 in acquisition and integration costs including $7,077 related to purchase price structured by the former owners as retention payments for key employees of a recent acquisition, (3) $12,860 in legal cost and professional fees relating primarily to litigation, (4) $(3,053) of realized gains on hedges of intercompany notes, (5) $1,998 in other miscellaneous costs, (6) $ 731 in equity compensation to employees in our Australasia region, and (7) $725 in costs related to the departure of former executives;

(ii) in the year ended December 31, 2018 , (1) $76,500 in litigation contingency accruals, (2) $26,529 in legal and professional fees relating primarily to litigation, (3) $10,324 in acquisition and integration costs, (4) $(5,396) of realized gains on hedges of intercompany notes, (4) $3,856 in costs related to the departure of former executives, (5) $ 2,901 in entity consolidation and reorganization costs, (6) $ 2,347 in miscellaneous costs (7) $485 in stock compensation payroll taxes (iii) in the year ended December 31, 2017, (1) $34,178 in legal costs, (2) $4,176 in realized loss on hedges relating to intercompany notes, (3) $3,484 in acquisition and integration costs, (4) $(2,247) gain on settlement of contract escrow (5) $2,202 in secondary offering costs, (6) $754 in tax consulting fee, (7) $678 in legal entity consolidation costs, (8) $649 in stock compensation payroll taxes, and (9) $578 in facility ramp down cost;

(iv) 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;

(v) 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.

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.

Not applicable.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 5. Market for Registrant’s Common Equity