What changed in this filing

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Item 1A. Risk Factors

2022-02-22 compared with 2021-02-23 · 65 added, 120 removed, 564 unchanged (25% of the section changed)

12 unchanged sentences

• We operate in a highly competitive business environment.

Failure to compete effectively could cause us to lose market share and/or force us to reduce the prices we charge for our products.

Failure to compete effectively could cause us to lose market share and any decrease in demand for our products could force us to reduce the prices we charge for our products.

This competition could have a material adverse effect on our business, financial condition, and results of operations.

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• We may not identify or effectively respond to consumer needs, expectations, or trends in a timely fashion, which could adversely affect our relationship with customers, our reputation, the demand for our brands, products, and services, and our market share.

• Prices and availability of the raw materials we use to manufacture our products are subject to fluctuations, and we may be unable to pass along to our customers the effects of any price increases.

• Prices and availability of the raw materials we use to manufacture our products are subject to fluctuations due to inflation and other factors, and we may be unable to pass along to our customers the effects of any price increases.

• Our business may be affected by delays or interruptions in the delivery of raw materials, finished goods, and certain component parts.

A supply shortage or delivery chain interruption could have a material adverse effect on our business, financial condition, and results of operations.

• Increases in labor costs, potential labor disputes, and work stoppages at our facilities or the facilities of our suppliers could have a material adverse effect on our business, financial condition, and results of operations.

• Changes in building codes and standards, including ENERGY STAR standards, could increase the cost of our products, lower the demand for our windows and doors, or otherwise adversely affect our business.

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• Some provisions of our charter documents and Delaware law may have anti-takeover effects that could discourage an acquisition of us by others, even if an acquisition would be beneficial to our shareholders and may prevent attempts by our shareholders to replace or remove our current management.

• Because Onex owns a substantial portion of our Common Stock, it may influence major corporate decisions and its interests may conflict with the interests of other holders of our Common Stock.

Risks Relating to Our Business and Industry

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• changes in weather patterns.

Toward the end of the last decade, the global economy endured a significant recession followed by a prolonged period of moderate recovery that had a substantial negative effect on sales across our end markets.

In particular, beginning in mid-2006 and continuing through late 2011, the U.S.

residential and non-residential construction industry experienced one of the most severe downturns of the last 40 years.

While cyclicality in our new residential and non-residential construction end markets is moderated to a certain extent by R&R activity, much R&R spending is discretionary and can be deferred or postponed entirely when economic conditions are poor.

We experienced sales declines in all of our end markets during the most recent economic downturn.

Beginning in mid-2006 and continuing through late 2011, the U.S.

residential and non-residential construction industry experienced one of the most severe downturns of the last 40 years followed by moderate recovery that had a substantial negative effect on sales across our end markets.

While cyclicity in our new residential and non-residential construction end markets is moderated to a certain extent by R&R activity, much R&R spending is discretionary and can be deferred or postponed entirely when economic conditions are poor.

We have experienced sales declines in all of our end markets during recent economic downturns.

Although conditions in the U.S.

have improved in recent years, there can be no assurance that this improvement will be sustained in the near or long-term.

have remained favorable in recent years, there can be no assurance that this improvement will be sustained in the near or long-term.

Uncertain economic and political conditions may make it difficult for us and our customers or suppliers to accurately forecast and plan future business activities.

For example, recent changes to U.S.

leadership roles, as a result of a new administration, may result in changes to policies related to global trade and tariffs which have resulted in uncertainty surrounding the future of the global economy as well as retaliatory trade measures implemented by other countries.

Increasing costs of steel and aluminum may impact customer spending as well as our raw materials costs.

Global economic impacts as a result of the COVID-19 pandemic remain uncertain.

For example, changes to U.S.

leadership roles may result in changes to policies related to global trade and tariffs which have resulted in uncertainty surrounding the future of the global economy as well as retaliatory trade measures implemented by other countries.

Potentially increasing costs of steel and aluminum may impact customer spending as well as our raw materials costs.

Global economic impacts as a result of the COVID-19 pandemic continue to evolve as variants, such as delta and omicron, spread throughout the world.

Prior to the outbreak of COVID-19, Australia and certain European countries had entered housing and economic recessions, which were prolonged as a result of COVID-19.

Negative business, financial market, and economic conditions globally within the industries or regions we compete in may materially and adversely affect demand for our products.

Negative business, financial market, and economic conditions globally within the industries or regions we compete in may materially and adversely affect demand for or costs to produce our products.

This could have a material adverse effect on our business, financial condition, and results of operations.

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The nature and scope of the consequences to date are difficult to evaluate precisely, and their future course is impossible to predict with confidence.

The COVID-19 crisis has had several significant effects on our employees, operations, supply chain, distribution system, customer demand, the housing market, and general market and economic conditions.

The COVID-19 crisis has had and is expected to continue to have several significant effects on our employees, operations, supply chain, distribution system, customer demand, the housing market, and general market and economic conditions.

The effects we have experienced included the following:

• 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;

• increased storage costs as a result of larger volume of inventory that remains unsold;

• varying demand for our products as a result of a slowdown in the U.S.

and global economies;

• increased storage costs as a result of larger volume of raw materials purchased to mitigate supply chain disruptions;

• labor shortages, absenteeism, and increased labor costs as a result of stay-at-home directives, including quarantining, and costs to attract and retain employees;

• transportation disruptions, including reduced availability of inbound and outbound freight, port closures, and increased border controls or closures resulting in supply chain delays and increased freight and duty costs;

• uncertain expense management in light of continued efforts to protect our employees;

• operational issues resulting from staffing shortages and absenteeism in our manufacturing and distribution facilities globally;

• complete or partial closures or other operational issues at one or more of our manufacturing or distribution facilities resulting from government action;

• 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.

These effects began in the latter weeks of March 2020 and continued throughout, to varying extents, the remainder of the year.

We experienced intermittent plant closures during 2020 as mandated by local governments and may continue to see similar closures as the COVID-19 pandemic continues to evolve.

These effects began in the latter weeks of March 2020 and have continued, to varying extents, as vaccinations and new variants have been introduced globally.

We have experienced intermittent closures as mandated by local governments and may continue to see similar closures.

Initiatives, including travel restrictions and quarantines, have and may continue to impact a significant percentage of our workforce and the workforce of our suppliers or transportation providers as they are unable to work as a result of the viral outbreak.

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If our suppliers experience closures or reductions in their capacity utilization levels in the future, we may have difficulty sourcing materials necessary to fulfill production requirements or be required to pay a higher price to fulfill our requirements.

In July 2021, we refinanced our existing Term Loan Facility and ABL Facility by issuing replacement loans that aggregated to $550.0 million in principal amount under the Term Loan Facility and adding $100.0 million in potential additional revolving loan capacity to our ABL Facility.

In May 2020, we issued $250.0 million of Senior Secured Notes, the proceeds of which were used to repay the outstanding balance under our ABL Facility with the remainder to be used for general corporate purposes.

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• the duration, scope, and severity of the COVID-19 pandemic;

• the disruption or delay of production and delivery of materials and products in our supply chain;

• the impact of travel bans, work-from-home policies, or shelter-in-place orders;

• the temporary or prolonged shutdown of manufacturing facilities and decreased retail traffic;

• limited freight availability;

• the availability of financial assistance programs or other forms of governmental assistance;

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The ability of consumers to finance these purchases is affected by the interest rates available for home mortgages, credit card debt, home equity or other lines of credit, and other sources of third-party financing.

While interest rates in many of the regions where we market and sell our products have generally decreased during 2020 and 2019, these rates are subject to increase in future periods by key central banks such as the U.S.

While interest rates in many of the regions where we market and sell our products have generally decreased during the last three years, these rates are expected to increase in future periods by key central banks, such as the U.S.

Federal Reserve and European Central Bank.

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Some of our large customers may also experience economic difficulties or otherwise default on their obligations to us.

Furthermore, our pricing optimization strategy, which requires maintaining pricing discipline in order to improve profit margins, has in the past and may in the future lead to the loss of certain customers, including key customers, who do not agree to our pricing terms.

Furthermore, our pricing optimization strategy, which requires maintaining pricing discipline in order to improve or maintain profit margins, has in the past and may in the future lead to the loss of certain customers, including key customers, who do not agree to our pricing terms.

The loss of, or a diminution in our relationship with, any of our largest customers could lower our sales volumes, which could increase our costs and lower our profitability.

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We operate in a highly competitive business environment.

Failure to compete effectively could cause us to lose market share and/or force us to reduce the prices we charge for our products.

Failure to compete effectively could cause us to lose market share and any decrease in demand for our products could force us to reduce the prices we charge for our products.

This competition could have a material adverse effect on our business, financial condition, and results of operations.

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of their products.

This could result in our loss of customers and/or market share to these competitors or being forced to reduce the prices at which we sell our products to remain competitive.

This could result in our loss of customers and/or market share to these competitors, which may cause us to reduce the prices at which we sell our products to remain competitive.

As a result of competitive bidding processes, we may have to provide pricing concessions to our significant customers in order for us to keep their business.

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There is no guarantee that a reduction in prices would be offset by sufficient gains in market share and sales volume to those customers.

The loss of, or a reduction in orders from, any significant customers, or decreases in the prices of our products, could have a material adverse effect on our business, financial condition, and results of operations.

The loss of, or a reduction in orders from, any significant customers, or decreases in the prices of our products due to lower demand, could have a material adverse effect on our business, financial condition, and results of operations.

Failure to maintain the performance, reliability, quality, and service standards required by our customers, or to timely deliver our products, could have a material adverse effect on our business, financial condition, and results of operations.

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Such programs involve substantial planning, often require capital investments, and may result in charges for fixed asset impairments or obsolescence and substantial severance costs.

We also cannot assure you that we will achieve all of our cost savings.

We also cannot assure that we will achieve all of our cost savings.

Our ability to achieve cost savings and other benefits within expected time frames is subject to many estimates and assumptions.

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dollar against other major currencies will affect our reported financial results, including the amount of our outstanding indebtedness.

Exchange rates, net, had a minimal impact on our consolidated net revenues in the year ended December 31, 2020 as compared to a negative impact of 3% in the year ended December 31, 2019.

Exchange rates had a positive impact of 3% on our consolidated net revenues in the year ended December 31, 2021 as compared to a minimal impact of less than 1% in the year ended December 31, 2020.

We cannot assure you that fluctuations in foreign currency exchange rates, particularly the strengthening of the U.S.

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• our inability to enforce indemnification and non-compete agreements;

• 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;

• the integration of the personnel, operations, technologies, and products of the acquired business, and establishment of internal controls, including the implementation of our ERP system, into the acquired company’s operations;

• our failure to achieve projected synergies or cost savings;

• 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;

• any requirement that we make divestitures of operations or properties in connection with any acquisitions;

• the diversion of management attention and financial resources;

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Risks Relating to Labor and Supply Chain

Prices and availability of the raw materials we use to manufacture our products are subject to fluctuations, and we may be unable to pass along to our customers the effects of any price increases.

Prices and availability of the raw materials we use to manufacture our products are subject to fluctuations due to inflation and other factors, and we may be unable to pass along to our customers the effects of any price increases.

We use wood, glass, vinyl and other plastics, fiberglass and other composites, aluminum, steel and other metals, as well as hardware, resins, adhesives, and other components to manufacture our products.

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The reasons for these fluctuations include, among other things, variable worldwide supply and demand across different industries, speculation in commodities futures, general economic or environmental conditions, labor costs, competition, import duties, tariffs, worldwide currency fluctuations, freight, regulatory costs, and product and process evolutions that impact demand for the same materials.

During 2021, as a result of the impacts of COVID-19 on the supply chain, we have experienced and will likely continue to experience price increases in nearly all raw materials.

We expect raw material prices to remain elevated throughout 2022 due to inflation and continued global supply chain issues.

has imposed tariffs on certain products imported into the U.S.

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We have short-term supply contracts with certain of our largest suppliers that limit our exposure to short term fluctuations in prices and availability of our materials, but we are susceptible to longer-term fluctuations in prices.

We generally do not hedge against commodity price fluctuations.

Significant increases in the prices of raw materials for finished goods, including as a result of

significant or protracted material shortages due to pandemic or otherwise, may be difficult to pass through to customers and may negatively impact our profitability and net revenues.

We generally do not, but may in the future, hedge against commodity price fluctuations.

Significant increases in the prices of raw materials for finished goods,

including as a result of significant or protracted material shortages due to pandemic or otherwise, may be difficult to pass through to customers and may negatively impact our profitability and net revenues.

We may attempt to modify products that use certain raw materials, but these changes may not be successful.

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Furthermore, because our products and the components of some of our products are subject to regulation, changes to these regulations could cause delays in delivery of raw materials, finished goods, and certain component parts.

We have experienced impacts to our supply chain as a result of COVID-19, which have resulted in delays receiving materials, manufacturing downtime, increased backlogs, and delayed out-bound freight.

While we primarily source raw materials within the region, we rely on internationally sourced goods in order to manage our supply chain constraints.

Due to ocean freight capacity issues, we have experienced increased prices per shipping container and additional shipping related fees.

Until we can make acceptable arrangements with alternate suppliers, any interruption or disruption could impact our ability to ship orders on time and could idle some of our manufacturing capability for those products.

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Any interruption in the production or delivery of these components could reduce sales, increase costs, and have a material adverse effect on us.

Our business will suffer if certain key officers or employees discontinue employment with us or if we are unable to recruit and retain highly skilled staff at a competitive cost.

The success of our business depends upon the skills, experience, and efforts of our key officers and employees.

In recent years, we have hired key executives who have and will continue to be integral in the continuing transformation of our business.

The loss of key personnel could have a material adverse effect on our business, financial condition, and results of operations.

We do not maintain key-man life insurance policies on any members of management.

Our business also depends on our ability to continue to recruit, train, and retain skilled employees, particularly skilled sales personnel.

The loss of the services of certain key personnel, or our inability to hire new personnel with the requisite skills, could impair our ability to develop new products or enhance existing products, sell products to our customers, or manage our business effectively.

Should we lose the services of any member of our senior management team, our Board of Directors would have to conduct a search for a qualified replacement.

This search may be prolonged, and we may not be able to locate and hire a qualified replacement.

A significant increase in the wages paid by competing employers could result in a reduction of our qualified labor force, increases in the wage rates that we must pay, or both.

Our pension plan obligations are currently not fully funded, and we may have to make significant cash payments to these plans, which would reduce the cash available for our businesses.

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pension plan were approximately $445.3 million and $26.3 million, respectively.

Unfavorable returns on the plan assets or

unfavorable changes in applicable laws or regulations could materially change the timing and amount of required plan funding, which would reduce the cash available for our operations.

Unfavorable returns on the plan assets or unfavorable changes in applicable laws or regulations could materially change the timing and amount of required plan funding, which would reduce the cash available for our operations.

In addition, a decrease in the discount rate used to determine pension obligations could increase the estimated value of our pension obligations, which would affect the reported funding status of our pension plans and would require us to increase the amounts of future contributions.

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Pension Benefit Guaranty Corporation, or the “PBGC”, also has the authority to terminate an underfunded tax-qualified U.S.

pension plan under certain circumstances.

pension plan under certain

circumstances.

In the event our tax-qualified U.S.

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Moreover, our increasing dependence on technology may exacerbate this risk.

We are implementing new systems, including a new Enterprise Resource Planning system, as part of our ongoing technology and process improvements.

We are implementing new systems, including a new ERP system, as part of our ongoing technology and process improvements.

If these new systems prove ineffective, we may be unable to timely or accurately prepare financial reports, make payments to our suppliers and employees, or invoice and collect from our customers.

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Our systems and IT infrastructure may be subject to security breaches and other cybersecurity incidents.

We rely on the accuracy, capacity, and security of our IT systems, some of which are managed or hosted by third parties, and the sale of our products may involve the transmission and/or storage of data, including in certain instances customers’ and employees’ business and personally identifiable information.

We rely on the accuracy, capacity, and security of digital technologies, including information systems, infrastructure, and cloud applications, some of which are managed or hosted by third party service providers, and the sale of our products may involve the transmission and/or storage of data, including in certain instances customers’ and employees’ business and personally identifiable information.

Maintaining the security of computers, computer networks, and data storage resources is a critical issue for us and our customers, as security breaches, including computer viruses and malware, denial of service actions, misappropriation of data and similar events through the interest, including via devices and applications connected to the internet, and through email attachments and persons with access to these information systems could result in vulnerabilities and loss of and/or unauthorized access to confidential information.

If our IT systems or those managed or hosted by third party service providers are breached, or cease to function as anticipated, we could suffer interruptions or inefficiencies in our operations or misappropriation of proprietary or confidential information, including personal information.

We have experienced and may in the future face attempts by experienced hackers, cybercriminals, or others with authorized access to our systems to misappropriate our proprietary information and technology, interrupt our business, and/or gain unauthorized access to confidential information.

The reliability and security of our information

technology infrastructure and software, and our ability to expand and continually update technologies in response to our changing needs is critical to our business.

To the extent that any disruptions or security breaches result in a loss or damage to our data, it could cause harm to our reputation or brand and could potentially cause production downtimes, operational delays, and other detrimental impacts on our operations.

The reliability and security of our information technology infrastructure and software, and our ability to expand and continually update technologies in response to our changing needs is critical to our business.

To the extent that any disruptions or security breaches result in a loss or damage to our data or our third partying service providers’, it could cause harm to our reputation or brand and could potentially cause production downtimes, operational delays, and other detrimental impacts on our

This could lead some customers to stop purchasing our products and reduce or delay future purchases of our products or use competing products.

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The Paris Agreement sets out a new process for achieving global GHG reductions.

Although the Trump Administration withdrew the United States from the agreement effective November 2020, President Biden issued an executive order in January 2021 for the U.S.

to commit to the Paris Agreement.

As a result of the D.C.

Circuit’s decision to vacate the ACE Rule, it is likely the Biden Administration may propose federal regulation to replace the ACE Rule that, if enacted, would reverse the trend of deregulation.

As some of our manufacturing facilities operate boilers or other process equipment that emit GHGs, such regulatory and global initiatives may require us to modify our operating procedures or production levels, incur capital expenditures, change fuel sources, or take other actions that may adversely affect our financial results.

Both Houses of the United States Congress have considered adopting legislation to reduce emissions of GHGs.

The November 2021 bipartisan infrastructure bill does not impose GHG emission reductions, but it provides measures of protection against climate change disasters, including investments in clean energy.

Given the high degree of uncertainty about the ultimate parameters of any such regulatory or global initiatives, and the degree to which the U.S.

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passed legislation giving effect to a trade and cooperation agreement, with the E.U.

expected to formally adopt the agreement in early 2021.

and became effective May 2021.

The trade and cooperation agreement covers the general objectives and framework of the relationship between the U.K.

and the E.U., including as it relates to trade, transport, visas, judicial, law enforcement and security matters, and provides for continued participation in community programs and mechanisms for dispute resolution.

The effects of the U.K.’s withdrawal from the E.U.

on the global economy, and on our business in particular, will depend on the finalization and application of the trade and cooperation agreement between the U.K.

and the E.U, and the finalization of trade negotiations between the U.K.

and other countries.

The final outcome of Brexit negotiations could impair the ability of our operations in the E.U.

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could be negatively impacted and Brexit could also influence foreign currency exchange rates.

For the year ended December 31, 2020, we derived 4% of our net revenues from the U.K., and our Europe headquarters is located in the U.K.

For the year ended December 31, 2021, we derived 4% of our net revenues from the U.K.

where our Europe headquarters is located.

As a result, the ultimate effects of Brexit could inhibit the growth of our business and have a material adverse effect on our business, financial condition, and results of operations.

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presidential and congressional elections, may have a material adverse effect on our business in the future.

We cannot predict the impact that may result from changes in the federal or administrative landscape under the Biden Administration and recently elected U.S.

We cannot predict the impact that may result from changes in the federal or administrative landscape under the Biden Administration and U.S.

Congress officials.

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infrastructure renewal programs, changes to immigration policy, modifications to international trade policy, including renegotiation of or withdrawal from trade agreements, the imposition of tariffs or trade restrictions, and changes to financial legislation and public company reporting requirements.

In addition, U.S.

lawmakers have made substantial changes to U.S.

fiscal and tax policies, including the adoption of the Tax Act, which introduced a variety of tax reforms that significantly impact U.S.

During 2021, U.S.

lawmakers have proposed substantial changes to U.S.

fiscal and tax policies, which introduce a variety of tax reforms that significantly impact U.S.

taxation of multi-national corporations.

These include, among others, reductions in the U.S.

corporate tax rate, repeal of the corporate alternative minimum tax, introduction of immediate cost recovery for capital investments, the limitation of the interest deduction, the limitation of certain deductions for executive compensation, and changes to the international tax system, including the adoption of a territorial tax system and taxation of the accumulated foreign earnings of U.S.

multinational corporations.

The specific provisions of the Tax Act, while generally favorable to our U.S.

operations, may have certain negative implications, such as the GILTI provisions, which could materially impact our financial performance.

Certain aspects of the Tax Act took effect or material additional guidance was issued during fiscal year 2020, including certain regulations relating to the GILTI high-tax exclusion provisions under Internal Revenue Code (“IRC”) §951A, foreign tax credits, and interest expense limitations.

Final guidance continues to be issued by the U.S.

Treasury, and, once issued, may materially affect the Company’s conclusions regarding the net related effects of the Tax Act on its financial statements.

These provisions will continue to have a significant impact on our future performance.

The Biden Administrations’ proposed legislation, in conjunction with his 2020 presidential campaign, indicate increases to corporate tax rates.

These include, among others, increases in the U.S.

corporate tax rate, additional limitation on the deductibility of interest, and changes to the international tax system, including country-

by-country restriction on foreign tax credits.

If such legislation is enacted, it may have a material adverse impact to our tax rate, and in turn, our profitability.

Changes in accounting standards, new interpretations of existing standards and subjective assumptions, estimates, and judgments by management related to complex accounting matters could significantly affect our financial results or financial condition.

Generally accepted accounting principles and related accounting pronouncements, implementation guidelines and interpretations with regard to a wide range of matters that are relevant to our business, such as revenue recognition, asset impairment, impairment of goodwill and other intangible assets, inventories, lease obligations, pensions, self-insurance, tax matters, and litigation, are highly complex and involve many subjective assumptions, estimates, and judgments.

GAAP and related accounting pronouncements, implementation guidelines and interpretations with regard to a wide range of matters that are relevant to our business, such as revenue recognition, asset impairment, impairment of goodwill and other intangible assets, inventories, lease obligations, pensions, self-insurance, tax matters, and litigation, are highly complex and involve many subjective assumptions, estimates, and judgments.

Changes in these rules or their interpretation or changes in underlying assumptions, estimates, or judgments could significantly change our reported results.

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Our level of indebtedness increases the risk that we may be unable to generate cash sufficient to pay amounts due in respect of our indebtedness and could have other material consequences, including:

• limiting our ability to obtain financing in the future for working capital, capital expenditures, acquisitions, debt service, or other general corporate purposes;

• limiting our ability to obtain financing in the future for working capital, capital expenditures, acquisitions, 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;

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• trading volume of our Common Stock;

• sales of our Common Stock by us, our executive officers and directors, or our shareholders (including Onex) in the future;

• sales of our Common Stock by us, our executive officers and directors, or our shareholders in the future;

• general economic and market conditions and overall fluctuations in the U.S.

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Section 203 could have the effect of delaying, deferring, or preventing a change in control that our shareholders might consider to be in their best interests.

In addition, our largest shareholder, Onex, has the ability to nominate one or two directors to our Board of Directors to the extent Onex maintains at least 12.5% or 20%, respectively, of our outstanding Common Stock.

These anti-takeover defenses could discourage, delay, or prevent a transaction involving a change in control of our company.

These provisions could also discourage proxy contests and make it more difficult for you and other shareholders to elect directors of your choosing and cause us to take corporate actions other than those you desire.

Because Onex owns a substantial portion of our Common Stock, it may influence major corporate decisions and its interests may conflict with the interests of other holders of our Common Stock.

Onex beneficially owns approximately 32.9 million shares of our Common Stock representing approximately 33% of our outstanding shares as of December 31, 2020.

As a result, Onex continues to be able to influence matters requiring approval by our shareholders or our Board of Directors, including the election of directors and the approval of business combinations or dispositions and other extraordinary transactions.

They also may have interests that differ from other shareholders and may vote in a way with which other shareholders disagree and which may be adverse to their interests.

The concentration of ownership may have the effect of delaying, preventing, or deterring a change of control of our company, could deprive our shareholders of an opportunity to receive a premium for their Common Stock as part of a sale of our company and may materially and adversely affect the market price of our Common Stock.

In addition, Onex may in the future own businesses that directly compete with ours.

Further, for so long as Onex owns at least 5% of our outstanding shares, Onex has the right to purchase its pro rata portion of the primary shares offered in any future public offering.

This right could result in Onex continuing to maintain a substantial ownership of our Common Stock.

Onex also has the right to nominate one or two directors to our Board of Directors for as long as Onex maintains at least 12.5% or 20%, respectively, of our outstanding Common Stock.

We may be subject to securities litigation, which is expensive and could divert management attention.

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We may be the target of this type of litigation.

Litigation of this type could result in substantial costs and diversion of management’s attention and resources, which could have a material adverse effect on our business, financial condition, and results of operations.

Litigation of this type could result in substantial costs and diversion of management’s attention and resources, which could have a material adverse effect on our

business, financial condition, and results of operations.

Any adverse determination in litigation could also subject us to significant liabilities and may negatively impact our share price.

Our directors who have relationships with Onex may have conflicts of interest with respect to matters involving our Company.

Two of our directors are affiliated with Onex.

These persons have fiduciary duties to both us and Onex.

As a result, they may have real or apparent conflicts of interest on matters affecting both us and Onex, which in some circumstances may have interests adverse to ours.

Onex is in the business of making or advising on investments in companies and may hold, and from time to time may acquire, interests in, or provide advice to, businesses that directly or indirectly compete with certain portions of our business or that are suppliers or customers of ours.

In addition, as a result of Onex’s ownership interest, conflicts of interest could arise with respect to transactions involving business dealings between us and Onex, including potential acquisitions of businesses or properties, the issuance of additional securities, the payment of dividends, and other matters.

In addition, our Charter provides that the doctrine of “corporate opportunity” will not apply with respect to us, to Onex or certain related parties, or any of our directors who are employees of Onex or its affiliates in a manner that would prohibit them from investing in competing businesses or doing business with our customers.

To the extent they invest in such other businesses, Onex may have differing interests than our other shareholders.

Future sales, or the perception of future sales, of shares of our Common Stock in the public market by us or our existing shareholders could cause our stock price to fall.

The sales of a substantial number of shares of our Common Stock in the public market, or the perception that such sales could occur, including sales by Onex, could materially adversely affect the prevailing market price of our Common Stock.

As of December 31, 2020, we had 100,806,068 shares of Common Stock outstanding.

Shares held by Onex and certain of our directors, officers, and shareholders are eligible for resale, subject to volume, manner of sale and other limitations under Rule 144.

In addition, pursuant to the Registration Rights Agreement (as defined below), each have the right, subject to certain conditions, to require us to register the sale of shares owned by such persons under the federal securities laws.

By exercising their registration rights and selling a large number of shares, these holders could cause the prevailing market price of our Common Stock to decline.

In addition, shares issued or issuable upon exercise of options and vested RSUs and PSUs will be eligible for sale from time to time.

As of December 31, 2020, we had 1,277,040 shares reserved for issuance pursuant to equity awards outstanding under our 2011 Stock Incentive Plan and 3,120,289 shares reserved for issuance pursuant to equity awards under our 2017 Omnibus Equity Plan.

These shares, upon exercise of options and vesting of RSUs and PSUs, will be eligible for sale from time to time or will be eligible for sale immediately following exercise of such options.

Our employees, officers, and directors may elect to sell shares of our Common Stock in the public market.

Sales of a substantial number of shares of our Common Stock in the public market could depress the market price of our Common Stock and impair our ability to raise capital through the sale of additional equity securities.

The ESOP and the JELD-WEN, Inc.

KSOP (“KSOP”), are designed as a tax-qualified retirement plans and employee stock ownership plans under the Internal Revenue Code of 1986, as amended (“Code”).

Former employees are entitled to receive distributions of accounts held under the ESOP and KSOP at specified times and in specified forms.

In addition, each plan permits diversification of our Common Stock held in participants’ accounts.

The ESOP and KSOP may sell shares in the open market to fund hardship distributions and diversifications or participants may sell shares received as part of their distributions.

In the year ended December 31, 2020, 292,979 shares were either sold by the plans to cover cash distributions and diversifications or distributed to participants.

In the future, we may issue securities to raise cash for acquisitions or otherwise.

We may also acquire interests in other companies by using a combination of cash and our Common Stock or just our Common Stock and we may issue securities convertible into our Common Stock.

Any of these events may dilute your ownership interest in our company and have an adverse impact on the price of our Common Stock.

If securities or industry analysts cease publishing research or reports about us, our business, or our market, or if they adversely change their recommendations or publish negative reports regarding our business or our stock, our stock price and trading volume could decline.

21 unchanged sentences

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What changed 10-K

Item 1A. Risk Factors