JELD-WEN Holding, Inc 8-K, filed Jul 7, 2023
JELD-WEN Holding, Inc. (JELD)
8-K
2023-07-07
For: 2023-07-02
View Original
Added on
April 10, 2026
About this 8-K
JELD-WEN Holding, Inc filed this 8-K on July 7, 2023, reporting on events of July 2, 2023.
Items reported
- Item 2.01: Completed an acquisition or sale of assets
- Item 7.01: Regulation FD disclosure
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of report (Date of earliest event reported): July 2, 2023
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification Number) | ||||||||||||
(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code: (704 ) 378-5700
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (See General Instruction A.2 below):
| 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)) | |||||
Securities Registered Pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||||||||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
| Emerging growth company | |||||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 2.01 Completion of Acquisition or Disposition of Assets.
On July 2, 2023, pursuant to the previously announced Share Sale Agreement (the “Sale Agreement”), dated April 17, 2023, by and between JW International Holdings, Inc. (“JW International”), a wholly-owned subsidiary of JELD-WEN Holding, Inc., a Delaware corporation (the “Company”), and Aristotle Holding III Pty Limited (the “Buyer”), a subsidiary of Platinum Equity Advisors, LLC, JW International completed the sale to Buyer of all the outstanding capital stock of JELD-WEN Australia Pty. Ltd., which holds, directly or indirectly through a subsidiary, all of the assets and operations of the Company’s Australasia business (the “Disposal Transaction”). The Company received net cash proceeds of approximately $446 million from the Disposal Transaction.
The foregoing description of the Sale Agreement and the Disposal Transaction does not purport to be complete and is qualified in its entirety by the Sale Agreement filed as Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the U. S. Securities and Exchange Commission on April 18, 2023.
The unaudited pro forma condensed consolidated financial information of the Company giving effect to the Disposal Transaction, together with the related notes thereto, is attached hereto as Exhibit 99.1.
Item 7.01 Regulation FD Disclosure.
On July 2, 2023, the Company issued a press release announcing the completion of the Disposal Transaction. A copy of the press release is furnished as Exhibit 99.2 to this Current Report on Form 8-K.
On July 5, 2023, the Company issued a press release announcing that JELD-WEN, Inc., a wholly-owned subsidiary of the Company, issued on July 3, 2023 a notice to redeem on August 3, 2023 all $250 million of its 6.250% Senior Secured Notes due May 2025 and $200 million of its 4.625% Senior Notes due December 2025. A copy of the press release is furnished as Exhibit 99.3 to this Current Report on Form 8-K.
The information in this Item 7.01 (including Exhibits 99.2 and 99.3) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as expressly set forth by specific reference in such a filing
Item 9.01 Financial Statements and Exhibits.
(b) Pro forma financial information.
The following unaudited pro forma condensed consolidated financial information of JELD-WEN Holding, Inc. is attached hereto as Exhibit 99.1 and is incorporated herein by reference:
•Unaudited Pro Forma Condensed Consolidated Balance Sheet as of April 1, 2023.
•Unaudited Pro Forma Condensed Consolidated Statements of Operations for the three months ended April 1, 2023 and each of the years ended December 31, 2022, 2021 and 2020.
(d) Exhibits.
| Exhibit No. | Description | ||||
| 99.1 | |||||
| 99.2 | |||||
| 99.3 | |||||
| 104 | Cover Page Interactive Data file (formatted as Inline XBRL). | ||||
Forward-Looking Statements
This report on Form 8-K contains forward-looking statements. All statements other than statements of historical fact contained in this report are forward-looking statements, including all statements regarding the notice of redemptions. Forward-looking statements are generally identified by the Company’s use of forward-looking terminology such as “anticipate”, “believe”, “continue”, “could”, “estimate”, “expect”, “intend”, “may”, “might”, “plan”, “potential”,
“predict”, “seek”, or “should”, or the negative thereof or other variations thereon or comparable terminology. Where, in any forward-looking statement, the Company expresses an expectation or belief as to future results or events, such expectation or belief is based on the current plans, expectations, assumptions, estimates, and projections of management. Although the Company believes that these statements are based on reasonable expectations, assumptions, estimates and projections, they are only predictions and involve known and unknown risks, many of which are beyond the Company’s control, that could cause actual outcomes and results to be materially different from those indicated in such statements.
The Company’s actual results could differ materially from the results contemplated by these forward-looking statements due to a number of factors, including, but not limited to, the factors discussed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022 and other filings with the U.S. Securities and Exchange Commission.
The forward-looking statements included in this report are made as of the date hereof, and the Company undertakes no obligation to update any forward-looking statements to reflect events, new information or circumstances occurring after the date of this report, except as required by law.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: July 7, 2023 | JELD-WEN HOLDING, INC. | |||||||||||||
| By: | /s/ Julie Albrecht | |||||||||||||
| Julie Albrecht | ||||||||||||||
| Executive Vice President and Chief Financial Officer | ||||||||||||||
Exhibit 99.1
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL INFORMATION
The following unaudited pro forma condensed consolidated financial information should be read in conjunction with our historical consolidated financial statements and accompanying notes.
On July 2, 2023, pursuant to the previously announced Share Sale Agreement (the “Sale Agreement”), dated April 17, 2023, by and between JW International Holdings, Inc. (“JW International”), a wholly-owned subsidiary of JELD-WEN Holding, Inc., a Delaware corporation (the “Company” or "JELD-WEN"), and Aristotle Holding III Pty Limited (the “Buyer”), a subsidiary of Platinum Equity Advisors, LLC, JW International completed the sale to Buyer of all the outstanding capital stock of JELD-WEN Australia Pty. Ltd., which holds, directly or indirectly through a subsidiary, all of the assets and operations of the Company’s Australasia business (the “Disposal Transaction”). The Company received net cash proceeds of approximately $446 million from the Disposal Transaction.
The unaudited pro forma condensed consolidated financial information has been derived from the Company’s historical consolidated financial statements and gives effect to the Disposal Transaction. The unaudited pro forma condensed consolidated balance sheet as of April 1, 2023, reflects the Company’s financial position as if the Disposal Transaction had occurred on such date. The unaudited pro forma condensed consolidated statements of operations for the three months ended April 1, 2023, and for each of the years ended December 31, 2022, 2021, and 2020 reflect the Company’s operating results as if the Disposal Transaction had occurred as of January 1, 2020. In addition, the unaudited pro forma condensed consolidated statements of operations for the three months ended April 1, 2023, and the year ended December 31, 2022, reflect certain adjustments that are incremental to those related to the Disposal Transaction discussed above, described herein, as if they occurred on January 1, 2022. In our future public filings, the historical financial results of the JELD-WEN Australasia business ("JW Australia") will be reflected in the Company’s consolidated financial statements as discontinued operations under U.S. generally accepted accounting principles (“GAAP”) for all periods.
The unaudited pro forma condensed consolidated financial statements and the accompanying notes should be read in conjunction with:
•the audited consolidated financial statements and accompanying notes and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included in Company's Form 10-K for the year ended December 31, 2022, and
•the unaudited consolidated financial statements and accompanying notes and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included in the Company’s Form 10-Q for the three months ended April 1, 2023
The unaudited pro forma condensed consolidated financial information has been prepared based upon the best available information and management estimates and is subject to the assumptions and adjustments described below and in the accompanying notes to the unaudited pro forma condensed consolidated financial information. The pro forma financial information is not intended to be a complete presentation of the Company’s financial position or results of operations had the Disposal Transaction occurred as of and for the periods presented. In addition, the unaudited pro forma condensed consolidated financial information is provided for illustrative and informational purposes only and is not necessarily indicative of the Company’s future results of operations or financial condition had the Disposal Transaction been completed on the dates assumed. The actual financial position and results of operations may materially differ from the pro forma amounts reflected herein due to a variety of factors. Management believes these assumptions and adjustments are reasonable, given the information available at the filing date.
The “Historical JELD-WEN” column in the unaudited pro forma condensed consolidated financial information reflects our historical condensed consolidated financial statements for each of the periods presented and does not reflect any adjustments related to the Disposal Transaction and related transactions.
The “JW Australia Discontinued Operations” column in the unaudited pro forma condensed consolidated financial information gives effect to the Disposal Transaction and has been prepared consistent with the guidance for discontinued operations, ASC 205-20 Presentation of Financial Statements – Discontinued Operations (“ASC 205-20”), under U.S. GAAP. Therefore, the Company did not allocate any general corporate overhead expenses to the discontinued operation. As such, the unaudited pro forma condensed consolidated financial information does not reflect what our results of operations would have been on a stand-alone basis and is not necessarily indicative of future results of operations. In addition, our current estimates for discontinued operations are preliminary and actual results could differ from these estimates as the Company finalizes the discontinued operations accounting to be reported in the Company’s Quarterly Report on Form 10-Q for the quarter ended July 1, 2023, as well as the Company's Annual Report on Form 10-K for the year ended December 31, 2023.
The “Other Separation Adjustments” column in the unaudited pro forma condensed consolidated financial information is based on currently available information and assumptions management believes are, under the circumstances and given the information available at this time, reasonable, and best reflect the Disposal Transaction on the Company’s financial condition and results of operations.
2
JELD-WEN Holding, Inc.
Unaudited Pro Forma Condensed Consolidated Balance Sheet
As of April 1, 2023 | |||||||||||||||||||||||||||||
| Pro Forma Transaction Accounting Adjustments | |||||||||||||||||||||||||||||
| (amounts in millions, except share and per share data) | Historical JELD-WEN | JW Australia Discontinued Operations Note 2 (a) | Other Separation Adjustments | Note 2 | Pro Forma JELD-WEN | ||||||||||||||||||||||||
| ASSETS | |||||||||||||||||||||||||||||
| Current assets | |||||||||||||||||||||||||||||
| Cash and cash equivalents | $ | 202.6 | $ | (56.7) | $ | (8.4) | (b) (c) | $ | 137.5 | ||||||||||||||||||||
| Restricted cash | 1.4 | — | — | 1.4 | |||||||||||||||||||||||||
| Accounts receivable, net | 702.4 | (84.2) | — | 618.2 | |||||||||||||||||||||||||
| Inventories | 637.8 | (71.4) | — | 566.4 | |||||||||||||||||||||||||
| Other current assets | 80.3 | (7.2) | — | 73.1 | |||||||||||||||||||||||||
| Assets held for sale | 128.5 | — | — | 128.5 | |||||||||||||||||||||||||
| Total current assets | 1,753.0 | (219.5) | (8.4) | 1,525.1 | |||||||||||||||||||||||||
| Property and equipment, net | 758.1 | (120.3) | — | 637.8 | |||||||||||||||||||||||||
| Deferred tax assets | 200.8 | (12.8) | — | 188.0 | |||||||||||||||||||||||||
| Goodwill | 463.6 | (77.8) | — | 385.8 | |||||||||||||||||||||||||
| Intangible assets, net | 186.7 | (42.7) | — | 144.0 | |||||||||||||||||||||||||
| Operating lease assets, net | 166.9 | (37.4) | — | 129.5 | |||||||||||||||||||||||||
| Other assets | 31.4 | (1.8) | — | 29.6 | |||||||||||||||||||||||||
| Total assets | $ | 3,560.5 | $ | (512.3) | $ | (8.4) | $ | 3,039.8 | |||||||||||||||||||||
| LIABILITIES AND EQUITY | |||||||||||||||||||||||||||||
| Current liabilities | |||||||||||||||||||||||||||||
| Accounts payable | $ | 348.4 | $ | (38.9) | $ | — | $ | 309.5 | |||||||||||||||||||||
| Accrued payroll and benefits | 131.8 | (26.8) | — | 105.0 | |||||||||||||||||||||||||
| Accrued expenses and other current liabilities | 294.6 | (44.9) | 9.3 | (d) (e) (f) | 259.0 | ||||||||||||||||||||||||
| Current maturities of long-term debt | 29.1 | (0.3) | — | 28.8 | |||||||||||||||||||||||||
| Liabilities held for sale | 6.7 | — | — | 6.7 | |||||||||||||||||||||||||
| Total current liabilities | 810.6 | (110.9) | 9.3 | 709.0 | |||||||||||||||||||||||||
| Long-term debt | 1,721.2 | (0.5) | (447.4) | (c) | 1,273.3 | ||||||||||||||||||||||||
| Unfunded pension liability | 38.3 | (4.7) | — | 33.6 | |||||||||||||||||||||||||
| Operating lease liability | 133.0 | (29.1) | — | 103.9 | |||||||||||||||||||||||||
| Deferred credits and other liabilities | 101.0 | (2.1) | 2.1 | (d) | 101.0 | ||||||||||||||||||||||||
| Deferred tax liabilities | 8.7 | (0.9) | — | 7.8 | |||||||||||||||||||||||||
| Total liabilities | 2,812.8 | (148.2) | (436.0) | 2,228.6 | |||||||||||||||||||||||||
| Shareholders’ equity | |||||||||||||||||||||||||||||
| Common Stock | 0.8 | — | — | 0.8 | |||||||||||||||||||||||||
| Additional paid-in capital | 738.8 | — | — | 738.8 | |||||||||||||||||||||||||
| Retained earnings | 145.6 | (384.7) | 421.8 | (b) (c) (e) (f) (g) | 182.7 | ||||||||||||||||||||||||
| Accumulated other comprehensive loss | (137.5) | 20.6 | 5.8 | (g) | (111.1) | ||||||||||||||||||||||||
| Total shareholders’ equity | 747.7 | (364.1) | 427.6 | 811.2 | |||||||||||||||||||||||||
| Total liabilities and shareholders’ equity | $ | 3,560.5 | $ | (512.3) | $ | (8.4) | $ | 3,039.8 | |||||||||||||||||||||
See the accompanying notes to the unaudited pro forma condensed consolidated financial statements.
3
JELD-WEN Holding, Inc.
Unaudited Pro Forma Condensed Consolidated Statement of Operations
For the three months ended April 1, 2023 | |||||||||||||||||||||||||||||
| Pro Forma Transaction Accounting Adjustments | |||||||||||||||||||||||||||||
| (amounts in millions, except share and per share data) | Historical JELD-WEN | JW Australia Discontinued Operations Note 2 (a) | Other Separation Adjustments | Note 2 | Pro Forma JELD-WEN | ||||||||||||||||||||||||
| Net revenues | $ | 1,222.6 | $ | (145.7) | $ | 3.6 | (h) | $ | 1,080.5 | ||||||||||||||||||||
| Cost of sales | 990.5 | (105.4) | 3.6 | (h) | 888.7 | ||||||||||||||||||||||||
| Gross margin | 232.1 | (40.3) | — | 191.8 | |||||||||||||||||||||||||
| Selling, general and administrative | 185.5 | (32.7) | — | 152.8 | |||||||||||||||||||||||||
| Restructuring and asset related charges, net | 9.3 | — | — | 9.3 | |||||||||||||||||||||||||
| Operating income | 37.3 | (7.6) | — | 29.7 | |||||||||||||||||||||||||
| Interest expense, net | 21.2 | 0.3 | (6.3) | (j) | 15.2 | ||||||||||||||||||||||||
| Other income, net | (5.2) | 1.4 | — | (3.8) | |||||||||||||||||||||||||
| Income before taxes | 21.3 | (9.3) | 6.3 | 18.3 | |||||||||||||||||||||||||
| Income tax expense | 6.2 | (2.6) | 1.7 | (k) | 5.3 | ||||||||||||||||||||||||
| Net income | $ | 15.1 | $ | (6.7) | $ | 4.6 | $ | 13.0 | |||||||||||||||||||||
| Weighted average common shares outstanding | |||||||||||||||||||||||||||||
| Basic | 84,598,945 | 84,598,945 | |||||||||||||||||||||||||||
| Diluted | 85,149,088 | 85,149,088 | |||||||||||||||||||||||||||
| Net Income Per Share | |||||||||||||||||||||||||||||
| Basic | $ | 0.18 | $ | 0.15 | |||||||||||||||||||||||||
| Diluted | $ | 0.18 | $ | 0.15 | |||||||||||||||||||||||||
See the accompanying notes to the unaudited pro forma condensed consolidated financial statements.
4
JELD-WEN Holding, Inc.
Unaudited Pro Forma Condensed Consolidated Statement of Operations
For the year ended December 31, 2022 | |||||||||||||||||||||||||||||
| Pro Forma Transaction Accounting Adjustments | |||||||||||||||||||||||||||||
| (amounts in millions, except share and per share data) | Historical JELD-WEN | JW Australia Discontinued Operations Note 2 (a) | Other Separation Adjustments | Note 2 | Pro Forma JELD-WEN | ||||||||||||||||||||||||
| Net revenues | $ | 5,129.2 | $ | (611.0) | $ | 25.7 | (h) | $ | 4,543.9 | ||||||||||||||||||||
| Cost of sales | 4,183.8 | (451.5) | 25.7 | (h) | 3,758.0 | ||||||||||||||||||||||||
| Gross margin | 945.4 | (159.5) | — | 785.9 | |||||||||||||||||||||||||
| Selling, general and administrative | 766.1 | (112.0) | 10.1 | (i) | 664.2 | ||||||||||||||||||||||||
| Goodwill impairment | 54.9 | — | — | 54.9 | |||||||||||||||||||||||||
| Restructuring and asset related charges, net | 18.2 | (0.6) | — | 17.6 | |||||||||||||||||||||||||
| Operating income | 106.2 | (46.9) | (10.1) | 49.2 | |||||||||||||||||||||||||
| Interest expense, net | 82.1 | 0.4 | (24.9) | (j) | 57.6 | ||||||||||||||||||||||||
| Loss on extinguishment of debt | — | — | 6.5 | (j) | 6.5 | ||||||||||||||||||||||||
| Other income, net | (54.9) | 1.5 | (18.4) | (i) | (71.8) | ||||||||||||||||||||||||
| Income before taxes | 79.0 | (48.8) | 26.7 | 56.9 | |||||||||||||||||||||||||
| Income tax expense | 33.3 | (15.2) | 7.1 | (k) | 25.2 | ||||||||||||||||||||||||
| Net income | $ | 45.7 | $ | (33.6) | $ | 19.6 | $ | 31.7 | |||||||||||||||||||||
| Weighted average common shares outstanding | |||||||||||||||||||||||||||||
| Basic | 86,374,499 | 86,374,499 | |||||||||||||||||||||||||||
| Diluted | 87,075,176 | 87,075,176 | |||||||||||||||||||||||||||
| Net Income Per Share | |||||||||||||||||||||||||||||
| Basic | $ | 0.53 | $ | 0.37 | |||||||||||||||||||||||||
| Diluted | $ | 0.53 | $ | 0.37 | |||||||||||||||||||||||||
See the accompanying notes to the unaudited pro forma condensed consolidated financial statements.
5
JELD-WEN Holding, Inc.
Unaudited Pro Forma Condensed Consolidated Statement of Operations
For the year ended December 31, 2021 | |||||||||||||||||||||||||||||
| Pro Forma Transaction Accounting Adjustments | |||||||||||||||||||||||||||||
| (amounts in millions, except share and per share data) | Historical JELD-WEN | JW Australia Discontinued Operations Note 2 (a) | Other Separation Adjustments | Note 2 | Pro Forma JELD-WEN | ||||||||||||||||||||||||
| Net revenues | $ | 4,771.7 | $ | (610.7) | $ | 20.7 | (h) | $ | 4,181.7 | ||||||||||||||||||||
| Cost of sales | 3,796.4 | (458.4) | 20.7 | (h) | 3,358.7 | ||||||||||||||||||||||||
| Gross margin | 975.3 | (152.3) | — | 823.0 | |||||||||||||||||||||||||
| Selling, general and administrative | 704.9 | (100.4) | — | 604.5 | |||||||||||||||||||||||||
| Restructuring and asset related charges, net | 3.0 | (0.4) | — | 2.6 | |||||||||||||||||||||||||
| Operating income | 267.4 | (51.5) | — | 215.9 | |||||||||||||||||||||||||
| Interest expense, net | 77.6 | (0.8) | — | 76.8 | |||||||||||||||||||||||||
| Other income, net | (14.5) | 2.6 | — | (11.9) | |||||||||||||||||||||||||
| Income before taxes | 204.3 | (53.3) | — | 151.0 | |||||||||||||||||||||||||
| Income tax expense | 35.5 | (15.8) | — | 19.7 | |||||||||||||||||||||||||
| Net income | $ | 168.8 | $ | (37.5) | $ | — | $ | 131.3 | |||||||||||||||||||||
| Weighted average common shares outstanding | |||||||||||||||||||||||||||||
| Basic | 96,563,155 | 96,563,155 | |||||||||||||||||||||||||||
| Diluted | 98,371,142 | 98,371,142 | |||||||||||||||||||||||||||
| Net Income Per Share | |||||||||||||||||||||||||||||
| Basic | $ | 1.75 | $ | 1.36 | |||||||||||||||||||||||||
| Diluted | $ | 1.72 | $ | 1.33 | |||||||||||||||||||||||||
See the accompanying notes to the unaudited pro forma condensed consolidated financial statements.
6
JELD-WEN Holding, Inc.
Unaudited Pro Forma Condensed Consolidated Statement of Operations
For the year ended December 31, 2020 | |||||||||||||||||||||||||||||
| Pro Forma Transaction Accounting Adjustments | |||||||||||||||||||||||||||||
| (amounts in millions, except share and per share data) | Historical JELD-WEN | JW Australia Discontinued Operations Note 2 (a) | Other Separation Adjustments | Note 2 | Pro Forma JELD-WEN | ||||||||||||||||||||||||
| Net revenues | $ | 4,235.7 | $ | (529.9) | $ | 11.0 | (h) | $ | 3,716.8 | ||||||||||||||||||||
| Cost of sales | 3,333.8 | (377.2) | 11.0 | (h) | 2,967.6 | ||||||||||||||||||||||||
| Gross margin | 901.9 | (152.7) | — | 749.2 | |||||||||||||||||||||||||
| Selling, general and administrative | 702.7 | (112.4) | — | 590.3 | |||||||||||||||||||||||||
| Restructuring and asset related charges, net | 10.5 | (0.3) | — | 10.2 | |||||||||||||||||||||||||
| Operating income | 188.7 | (40.0) | — | 148.7 | |||||||||||||||||||||||||
| Interest expense, net | 74.8 | (1.1) | — | 73.7 | |||||||||||||||||||||||||
| Other income, net | (2.8) | (2.6) | — | (5.4) | |||||||||||||||||||||||||
| Income before taxes | 116.7 | (36.3) | — | 80.4 | |||||||||||||||||||||||||
| Income tax expense | 25.1 | (12.0) | — | 13.1 | |||||||||||||||||||||||||
| Net income | $ | 91.6 | $ | (24.3) | $ | — | $ | 67.3 | |||||||||||||||||||||
| Weighted average common shares outstanding | |||||||||||||||||||||||||||||
| Basic | 100,633,392 | 100,633,392 | |||||||||||||||||||||||||||
| Diluted | 101,681,981 | 101,681,981 | |||||||||||||||||||||||||||
| Net Income Per Share | |||||||||||||||||||||||||||||
| Basic | $ | 0.91 | $ | 0.67 | |||||||||||||||||||||||||
| Diluted | $ | 0.90 | $ | 0.66 | |||||||||||||||||||||||||
See the accompanying notes to the unaudited pro forma condensed consolidated financial statements.
7
Notes to the Unaudited Pro Forma Condensed Consolidated Financial Statements
Note 1. Basis of Presentation
The unaudited pro forma condensed consolidated financial information has been prepared from JELD-WEN’s historical accounting records and in accordance with Article 11 of SEC Regulation S-X Pro Forma Financial Information.
JW Australia discontinued operations reflect associated assets, liabilities, and stockholders’ equity and results of operations attributable to JW Australia which were included in the Company’s historical consolidated financial statements in accordance with ASC 205-20. The amounts exclude the following:
i.General corporate overhead costs which were historically allocated to JW Australia that do not meet the requirements to be presented in discontinued operations. Such allocations included royalties relating to certain brands, and labor and non-labor costs primarily related to the Company’s corporate information technology function.
ii.The impact of intercompany activity that was eliminated in consolidation, other than revenue for product sold to the Company, which has been included in Net revenues of discontinued operations as these transactions are expected to continue under supply agreements as further detailed in Note 2 (d).
Note 2. Pro Forma Adjustments and Assumptions
(a) The JW Australia Discontinued Operations column of the unaudited pro forma condensed consolidated balance sheet and the unaudited pro forma condensed consolidated statements of operations, respectively, presents the pro forma adjustments to historical financial results directly attributable to the Disposal Transaction in accordance with ASC 205-20. Transaction costs related to the Disposal Transaction included in selling, general and administrative expenses in the JW Australia Discontinued Operations column of the unaudited pro forma condensed consolidated statement of operations for the year ended December 31, 2022 and three months ended April 1, 2023 were $1.8 million in both periods.
(b) Other Separation Adjustments include $445.5 million of cash receipts from the Disposal Transaction and related foreign currency derivative contracts. Cash proceeds of $154.7 million and AUD $431.5 million received from the Buyer are net of adjustments specified in the terms of the Sale Agreement related primarily to the exclusion of an outstanding note due from the Company to JW Australia and transaction costs. The AUD $431.5 million of cash received from the Buyer was exchanged for $290.8 million utilizing the foreign currency derivative contracts.
(c) Other Separation Adjustments include $453.9 million expected use of cash to redeem $200 million of the Company’s 4.625% Senior Notes due December 2025, $250 million of the Company’s 6.250% Senior Secured Notes due May 2025 and the related $3.9 million of call premium. The estimated carrying value of these notes as of the expected redemption date is $447.4 million.
(d) The Company entered into supply agreements with JW Australia whereby the Company agreed to purchase doors based on historical volumes. The supply agreements each have an initial term of five years commencing on January 1, 2023, with automatic annual renewal terms, that may be terminated by either party with notice. One of the supply agreements includes a penalty for unfulfilled volume commitments during the first two years of the agreement. Other Separation Adjustments of $2.1 million, related to anticipated supply agreement penalties, are included in both accrued expenses and other current liabilities and deferred credits and other liabilities in the unaudited pro forma condensed consolidated balance sheet.
(e) In conjunction with the Disposal Transaction, the Company entered into an agreement to reimburse JW Australia for certain costs to upgrade specific IT systems up to a capped amount of approximately $6.0 million. Other Separation Adjustments reflects an obligation of this amount.
(f) Other Separation Adjustments reflect the accrual of $1.2 million of estimated transaction costs incurred from April 2, 2023 through the closing date of the Disposal Transaction and are not among those described in Note 2 (b) as being paid using proceeds from the Disposal Transaction.
(g) Other Separation Adjustments reflect the release of currency translation adjustments directly attributable to JW Australia.
(h) Net revenues reflects the recognition of intercompany transactions between JELD-WEN and JW Australasia that were eliminated in consolidation prior to the Disposal Transaction that are now reflected as third-party sales.
(i) In conjunction with the Disposal Transaction, the Company entered into a transition services and separation agreement with JW Australia (the “TSA”). Under the terms of the TSA, among other things, the Company will provide certain information technology post-closing services on a transitional basis for up to 24 months. The adjustments assume we complete the obligations under the TSA over a 12-month period. Other Separation Adjustments reflect estimated incremental expenses of $10.1 million, primarily related to the estimated cost of consultants to complete the separation of IT systems for JW Australia, and income of $18.4 million.
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(j) Other Separation Adjustments reflect the reduction of interest expense and loss on extinguishment of debt due to the expected redemption of long-term debt described in Note 2 (c).
(k) Other Separation Adjustments reflect the estimated income tax impact of the pro forma adjustments at the applicable statutory income tax rates in effect within the respective tax jurisdictions during the periods presented.
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JELD-WEN, Inc. 2645 Silver Crescent Drive, Charlotte, NC 28273 USA www.jeld-wen.com JELD-WEN Completes Sale of Australasia Business to Platinum Equity FOR IMMEDIATE RELEASE Charlotte, N.C., July 2, 2023 -- JELD-WEN Holding, Inc. (NYSE: JELD), a leading global manufacturer of building products, today announced that it has completed the previously announced sale of its Australasia business to Platinum Equity, a global investment firm. "The closing of this transaction represents a significant milestone in our strategy to simplify and streamline the company while maximizing shareholder value,” said JELD-WEN Chief Executive Officer William J. Christensen. “The sale of the Australasia business enables us to focus on our two largest and core regions, North America and Europe, and to strengthen our balance sheet.” The transaction generated net proceeds of approximately $446 million for JELD-WEN and the company plans to use the funds to repay debt. Excluding the Australasia business, JELD-WEN’s 2022 net revenue was $4.5 billion, and the North America and Europe segments contributed 72% and 28% respectively. Advisers Macquarie Capital served as financial adviser to JELD-WEN, and Herbert Smith Freehills served as legal counsel. Gresham Advisory Partners served as financial adviser to Platinum Equity, and Allens served as legal counsel. About JELD-WEN Holding, Inc. JELD-WEN is a leading global designer, manufacturer and distributor of high-performance interior and exterior doors, windows, and related building products serving the new construction and repair and remodeling sectors. Headquartered in Charlotte, N.C., the company operates facilities in 16 countries in North America and Europe and employs approximately 18,000 people. Since 1960, the JELD-WEN team has been committed to making quality products that create safe and sustainable environments for customers, associates and local communities. The JELD-WEN family of brands includes JELD-WEN® worldwide; LaCantina™ and VPI™ in North America; and Swedoor® and DANA® in Europe. For more information, visit jeld-wen.com. Forward Looking Statements This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements are generally identified by the use of forward-looking terminology, including the terms “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “likely,” “may,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “target,” “will,” “would” and, in each case, their negative or other various or comparable terminology. All statements other than statements of historical facts are forward-looking statements, including statements regarding our business strategies and ability to execute on our plans, market potential, future financial performance, customer demand, the potential of our categories, brands Exhibit 99.2
and innovations, the impact of our footprint rationalization and modernization program, the impact of acquisitions and divestitures on our business and our ability to maximize value and integrate operations, our pipeline of productivity projects, the estimated impact of tax reform on our results, litigation outcomes, and our expectations, beliefs, plans, objectives, prospects, assumptions, or other future events, all of which involve risks and uncertainties that could cause actual results to differ materially. For a discussion of these risks and uncertainties, please refer to our Annual Report on Form 10-K for the year ended December 31, 2022 and our other filings with the U.S. Securities and Exchange Commission. Media Contact: Caryn Klebba Head of Global Public Relations 704-807-1275 cklebba@jeldwen.com Investor Relations Contact: James Armstrong Vice President, Investor Relations 704-378-5731 jarmstrong@jeldwen.com ###
JELD-WEN, Inc. 2645 Silver Crescent Drive, Charlotte, NC 28273 USA www.jeld-wen.com JELD-WEN Announces Notice of Redemption of Senior Notes FOR IMMEDIATE RELEASE Charlotte, N.C., July 5, 2023 -- JELD-WEN Holding, Inc. (NYSE: JELD), a leading global manufacturer of building products, announced today that its subsidiary, JELD-WEN, Inc., issued on July 3, 2023 a notice to redeem on August 3, 2023 (the “Redemption Date”) all $250 million of its 6.250% Senior Secured Notes due May 2025 (the “6.250% Senior Secured Notes”) and $200 million of its 4.625% Senior Notes due December 2025 (the “4.625% Senior Notes,” together with the 6.250% Senior Secured Notes, the “Notes”), each in accordance with the terms of the applicable Notes and indentures. The redemption price for the 6.250% Senior Secured Notes will be 101.563% of the principal amount, plus any accrued and unpaid interest excluding the Redemption Date. The redemption price for the 4.625% Senior Notes will be 100% of the principal amount redeemed, plus any accrued and unpaid interest excluding the Redemption Date. As of June 30, 2023, the aggregate outstanding principal amount of the 6.250% Senior Secured Notes was $250 million and the 4.625% Senior Notes was $400 million. Payment of the redemption price for the Notes will be made through the facilities of The Depository Trust Company. About JELD-WEN Holding, Inc. JELD-WEN is a leading global designer, manufacturer and distributor of high-performance interior and exterior doors, windows, and related building products serving the new construction and repair and remodeling sectors. Headquartered in Charlotte, N.C., the company operates facilities in 16 countries in North America and Europe and employs approximately 18,000 people. Since 1960, the JELD-WEN team has been committed to making quality products that create safe and sustainable environments for customers, associates and local communities. The JELD-WEN family of brands includes JELD-WEN® worldwide; LaCantina™ and VPI™ in North America; and Swedoor® and DANA® in Europe. For more information, visit www.jeld-wen.com. Forward Looking Statements This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements are generally identified by the use of forward-looking terminology, including the terms “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “likely,” “may,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “target,” “will,” “would” and, in each case, their negative or other various or comparable terminology. All statements other than statements of historical facts are forward-looking statements, including statements regarding our business strategies and ability to execute on our plans, market potential, future financial performance, customer demand, the potential of our categories, brands and innovations, the impact of our footprint rationalization and modernization program, the impact of acquisitions and divestitures on our business and our ability to maximize value and integrate operations, our pipeline of productivity projects, the estimated impact of tax reform on our results, litigation outcomes, and our expectations, beliefs, plans, objectives, prospects, assumptions, or other Exhibit 99.3
future events, all of which involve risks and uncertainties that could cause actual results to differ materially. For a discussion of these risks and uncertainties, please refer to our Annual Report on Form 10-K for the year ended December 31, 2022 and our other filings with the U.S. Securities and Exchange Commission. Media Contact: Caryn Klebba Head of Global Public Relations 704-807-1275 cklebba@jeldwen.com Investor Relations Contact: James Armstrong Vice President, Investor Relations 704-378-5731 jarmstrong@jeldwen.com