JELD-WEN Holding, Inc 8-K, filed Apr 27, 2020
JELD-WEN Holding, Inc. (JELD)
About this 8-K
JELD-WEN Holding, Inc filed this 8-K on April 27, 2020.
Items reported
- Item 2.02: Financial results
- Item 7.01: Regulation FD disclosure
- Item 8.01: Other events
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
CURRENT REPORT
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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 2.02. | Results of Operations and Financial Condition. |
JELD-WEN Holding, Inc. (the “Company”) is furnishing certain preliminary estimated unaudited financial results of the Company as of and for the fiscal quarter ended March 28, 2020, which information is included in the offering memorandum for the proposed offering described under Item 8.01 below. The disclosure is attached hereto as Exhibit 99.1 and incorporated by reference into this Item 2.02.
| Item 7.01 | Regulation FD Disclosure. |
The Company is disclosing pursuant to Regulation FD certain information related to the impact of COVID-19 on its operations, its ongoing litigation with Steves and Sons, Inc. and potential fluctuations in the price and availability of raw materials upon which it relies, which information is contained in the preliminary offering memorandum for the proposed offering described under Item 8.01 below. The disclosure is attached hereto as Exhibit 99.2 and incorporated by reference into this Item 7.01.
The information set forth above under Item 2.02 and in this Item 7.01 in this Current Report on Form 8-K, including Exhibit 99.1 and Exhibit 99.2 incorporated herein by reference, are being furnished and, as a result, such information shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section. In addition, this information shall not be incorporated by reference into any registration statement filed under the Securities Act, or filed under the Exchange Act, regardless of any general incorporation language in such filing.
| Item 8.01 | Other Events. |
On April 27, 2020, the Company issued a press release announcing the intended offering by its wholly-owned subsidiary, JELD-WEN, Inc. (“JWI”), of $250 million aggregate principal amount of senior secured notes due 2025 (the “Notes,” and the offering of the Notes, the “Notes Offering”), subject to market conditions. The Notes Offering will be unregistered and conducted pursuant to Rule 144A and Regulation S under the Securities Act. In accordance with Rule 135c under the Securities Act, a copy of this press release is being filed as Exhibit 99.3 to this report and is incorporated herein by reference. Accordingly, this notice is not intended to and does not constitute an offer to sell nor a solicitation for an offer to purchase any securities of the Company or JWI.
| Item 9.01 | Financial Statements and Exhibits. |
| Exhibit |
Description | |||
| 99.1 |
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| 99.2 |
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| 99.3 |
Press Release issued by JELD-WEN Holding, Inc. dated April 27, 2020, announcing the Notes Offering. | |||
| 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 Notes Offering. 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, 2019 filed with the Securities and Exchange Commission
The forward-looking statements included in this report are made as of the date hereof, and except as required by law, the Company undertakes no obligation to update, amend or clarify any forward-looking statements to reflect events, new information or circumstances occurring after the date of this report.
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: April 27, 2020 |
JELD-WEN HOLDING, INC. | |||||
| By: |
/s/ John Linker | |||||
| John Linker | ||||||
| Executive Vice President and Chief Financial Officer |
Exhibit 99.1
FINANCIAL DISCLOSURE OF JELD-WEN, INC.
Preliminary Estimated Results as of and for the Fiscal Quarter Ended March 28, 2020
Our financial results as of and for the fiscal quarter ended March 28, 2020 are not yet complete and will not be available until after the completion of this offering. Accordingly, we are presenting below certain preliminary estimated unaudited financial results as of and for the fiscal quarter ended March 28, 2020. We have provided ranges for the preliminary estimated unaudited financial results described below because our financial closing procedures for the fiscal quarter ended March 28, 2020 are not complete yet. The information presented below should not be considered a substitute for full unaudited financial statements.
Our preliminary estimated unaudited financial results have been prepared by and are the responsibility of management, reflect management’s estimates based solely upon information available to us as of the date of this offering memorandum and are not a comprehensive statement of our financial or operating results as of and for the fiscal quarter ended March 28, 2020. Actual results remain subject to the completion of our normal quarter-end accounting processes and procedures. During the course of our review process, items may be identified that would require us to make adjustments, which could result in material changes to our preliminary estimated unaudited financial results. The preliminary financial data included in this offering memorandum has been prepared by, and is the responsibility of, our management. PricewaterhouseCoopers LLP has not audited, reviewed, compiled, or applied agreed-upon procedures with respect to the preliminary financial data. Accordingly, PricewaterhouseCoopers LLP does not express an opinion or any other form of assurance with respect thereto. These preliminary results should be read in conjunction with the 2019 Annual Report incorporated by reference herein, including “Item 7—Management’s Discussion and Analysis of Financial Condition and Results of Operations,” as well as “Risk Factors,” including “Risk Factors—Risks Relating to Our Business and Industry, Risks Relating to our Indebtedness—Our financial estimates are based on various assumptions that may not prove to be correct.”
We estimate that our net revenues for the fiscal quarter ended March 28, 2020 will be approximately $979 million, compared to revenues of $1,010.3 million for the fiscal quarter ended March 28, 2019, representing an expected decrease of approximately 3%. This expected decrease in net revenues for the fiscal quarter ended March 28, 2020 is primarily due to a decline in core revenue of approximately 3% and unfavorable foreign exchange impact of approximately 2%, partially offset by a contribution from acquisitions of approximately 2%. The decrease in core revenue consisted of a decrease in volume/mix of approximately 5%, partially offset by a 2% increase in price of our products.
We estimate that our Adjusted EBITDA for the fiscal quarter ended March 28, 2020 will be between $73 million and $76 million, compared to Adjusted EBITDA of $89.3 million for the fiscal quarter ended March 30, 2019, representing an expected decrease of between 18% and 15%. This expected decrease in Adjusted EBITDA for the fiscal quarter ended March 28, 2020 was primarily due to the unfavorable impact of volume/mix and the unfavorable impact of foreign exchange, partially offset by favorable pricing and cost reductions. Adjusted EBITDA is a non-GAAP financial measure. We have not included a GAAP reconciliation of our preliminary Adjusted EBITDA to net income because such reconciliation could not be produced without unreasonable effort. We will provide a full GAAP reconciliation of final Adjusted EBITDA when we report our full first quarter 2020 financial results. For more information on our calculation of Adjusted EBITDA, see “Presentation of Financial Information and Share Information—Use of Non-GAAP Financial Measures” included herein and “Item 6—Selected Financial Information” in our 2019 Annual Report incorporated by reference in this offering memorandum.
We estimate that our cash and cash equivalents as of March 28, 2020 amounted to approximately $214 million and our long-term debt amounted to approximately $1,612 million, including approximately $812 million in secured debt. We further estimate that, as of March 28, 2020, total liquidity (a non-GAAP measure) amounted to $431 million, which included approximately $214 million in unrestricted cash and cash equivalents, approximately $204 million available for borrowing under the ABL Facility, and approximately $13 million available for borrowing under the Australia Senior Secured Credit Facility. This compares to total liquidity of $554.5 million as of December 31, 2019. The decrease in total liquidity was primarily due to changes in working capital and an increase in capital expenditures. First quarter increases in working capital are typical and expected in our industry, as we prepare for increased construction demand in the warmer months. See “— Impact of COVID-19 on our Operations.” After giving effect to this offering and the use of proceeds therefrom, we estimate that our total liquidity, as calculated as of March 28, 2020 and including estimated expenses associated with this offering, will be approximately $676 million.
Exhibit 99.2
Recent Developments
Impact of COVID-19 on our Operations
In March 2020, the World Health Organization declared the outbreak of a novel strain of coronavirus (2019-nCov, referred to as “COVID-19”) a global pandemic. In the following weeks, global restrictions, including stay at home and similar orders, were implemented in a significant number of regions in which we operate.
During the first quarter of 2020, the impact to our financial results was limited as we did not experience significant declines in our sales or customer demand, and the majority of our manufacturing facilities resumed operations due to their essential nature to the construction industry. We modified our manufacturing facilities and procedures, based on recommended public health guidelines, to ensure the health and well-being of our employees.
We took measures during the first quarter of 2020, including drawing $100.0 million on our ABL Facility, and have taken additional measures in the second quarter, to enhance our liquidity and mitigate potential negative impacts to our financial results. We have also taken various measures to reduce discretionary spending. We have, for example, restricted travel, implemented hiring freezes for non-essential positions, delayed merit increases and suspended all non-critical spending, such as marketing and discretionary projects. In addition, we have implemented actions to reduce salary costs globally, including our executive leadership team and board of directors electing to reduce their second quarter compensation by 25% and implemented short-term employee furloughs throughout our Company. Further, to maintain sufficient levels of cash and liquidity, we have suspended any non-critical capital expenditures, deferring tax payments where permitted through COVID-19 related government subsidy programs, and are actively monitoring our accounts receivable for customers with elevated credit risk. We are monitoring the situation closely and if necessary, will implement other measures as appropriate.
As a result of the uncertainty around the potential effects of COVID-19 on our business and industry, we have withdrawn our 2020 financial guidance.
The scope and nature of impacts from COVID-19, most of which are beyond the Company’s control, continue to evolve, and the outcome is uncertain. The ultimate extent of the effects of the COVID-19 pandemic on the Company, and the end markets we serve, is highly uncertain and will depend on future developments and such effects could exist for an extended period even after the pandemic ends. To the extent the COVID-19 pandemic does adversely affect our business, financial condition or results of operations, it may also have the effect of heightening many of the factors listed under “Cautionary Note Regarding Forward-Looking Statements” and “Risk Factors” as included herein and in any subsequent Quarterly Report on Form 10-Q.
Steves & Sons Litigation
On February 14, 2020, Steves and Sons, Inc. (“Steves”) filed a complaint and motion for preliminary injunction in the U.S. District Court for the Eastern District of Virginia, Richmond Division, alleging that we breached the long-term supply agreement between the parties, among other claims, including by incorrectly calculating the allocation of door skins owed to Steves. Steves is seeking an additional allotment of door skins and damages for violation of antitrust laws, tortious interference, and breach of contract. On April 10, 2020, the presiding judge granted Steves’ motion for preliminary injunction and later ordered the parties to confer on a resolution of the issues underlying the preliminary injunction. If the parties do not agree on a resolution and the judge allows the preliminary injunction to stand, the Company will seek a stay and appeal the ruling in the Fourth Circuit Court of Appeals. The Company believes all the claims lack merit and has moved to dismiss the antitrust and tortious interference claims. A trial on this matter is currently expected in June or July 2020, but could be rescheduled to a later date due to the COVID-19 pandemic. At this stage of the proceedings, we are unable to conclude that a loss is probable or to estimate the potential magnitude of any loss in the matter, although an unfavorable outcome could have a material adverse effect on our operating results and cash flows.
Risk Factors
The outbreak of COVID-19 has had, and may continue to have, a negative impact on the global economy and on our business, operations and results.
The COVID-19 pandemic, and the measures taken to contain or mitigate it, have had dramatic adverse consequences for the economy, including on demand for goods and services, operations, supply chains and financial markets. 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 already had several significant effects on our employees, operations, supply chain, distribution system, customer demand, the housing market and general market and economic conditions. The effects to date have 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; and |
| • | uncertain expense management in light of continued efforts to protect our employees and operational issues resulting from absenteeism and closures experienced by our facilities globally. |
These effects began in the latter weeks of March 2020 and have continued to date, with the impact of COVID-19 expected to be more significant in the second quarter of 2020 as compared to the first quarter. In response to the effects of COVID-19, our named executive officers have elected to reduce their 2020 base salaries by 25% for the months of April, May and June of 2020, or until such time as ratified by the Compensation Committee of our Board. Our non-employee directors have also elected to reduce their annual cash fees and committee chair fees by 25% until such time as the Board determines. For more information, please see our April Form 8-K, incorporated by reference in this offering memorandum.
We have also temporarily suspended production at locations that represent, in the aggregate, approximately 10% of our revenues for the year ended December 31, 2019. 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 disease outbreak. If additional factory closures are required, current closures are extended or reductions in capacity utilization levels occur, we expect to incur additional direct costs due to reduced productivity and lost revenue. 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.
Finally, during March 2020, we drew an aggregate principal amount of $100.0 million under our ABL Facility. See “Offering Memorandum Summary—Recent Developments— Impact of COVID-19 on our Operations.” We cannot ensure you that the amount drawn under the ABL Facility, or any of our other actions, will be sufficient to avoid liquidity constraints in the future or to mitigate any material or adverse effect of COVID-19 on our business, financial condition or results of operations. Further, we intend to use the net proceeds from this offering to repay all $100.0 million principal amount outstanding under our ABL Facility.
The effects of the COVID-19 crisis could be aggravated if the crisis continues, and we could also see additional impacts that might include the following:
| • | complete or partial closures of, 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; |
| • | reduced economic activity severely impacting our customers’ financial condition and liquidity, reducing the likelihood they will be purchasing additional products from us and increasing the likelihood they may require additional time to pay us or will fail to pay us at all, which could significantly increase the amount of accounts receivable and require us to record additional allowances for doubtful accounts; |
| • | reduced economic activity resulting in a prolonged recession, which could negatively impact consumer discretionary spending; |
| • | a decrease in the principal that may be drawn under our ABL Facility as a result of a decrease in our accounts receivable and inventory; |
| • | difficulty accessing debt and equity capital on attractive terms, or at all, an impact on our credit ratings, and a severe disruption and instability in the global financial markets or deterioration in credit and financing conditions that affect our access to capital necessary to fund business operations or to address maturing liabilities on a timely basis; |
| • | negative impact on our future compliance with financial covenants under our Corporate Credit Facilities and other debt agreements, which could result in a default and potentially an acceleration of indebtedness; and |
| • | the potential negative impact on the health of our personnel, particularly if a significant number of them are impacted, decreasing our ability to ensure business continuity during this disruption. |
If these effects are sustained, they could have accounting consequences such as impairments of fixed assets or goodwill. They could affect our ability to operate effective internal control over financial reporting. They could also affect our ability to execute our expansion plans or invest in research and development.
The adverse effect on our business, financial condition or results of operations of any of the matters described above could be material. The future impact of the COVID-19 crisis on our business, financial condition or results of operations is highly uncertain and will depend on numerous evolving factors that we cannot predict, including, but not limited to:
| • | 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; |
| • | staffing shortages; |
| • | general economic, financial, and industry conditions, particularly conditions relating to liquidity, financial performance, and related credit issues in our industry, which may be amplified by the effects of COVID-19; and |
| • | the long-term effects of COVID-19 on the national and global economy, including on consumer confidence and spending, financial markets and the availability of credit for us, our suppliers and our customers. |
To the extent the COVID-19 pandemic or any other global health crisis does adversely affect our business, financial condition or results of operations, it may also have the effect of heightening many of the “Risk Factors” included or incorporated by reference herein and included in any subsequent Quarterly Report on Form 10-Q.
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.
We use wood, glass, vinyl and other plastics, fiberglass and other composites, aluminum, steel and other metals, as well as hardware and other components to manufacture our products. Prices and availability of our materials fluctuate for a variety of reasons beyond our control, many of which cannot be anticipated with any degree of reliability. Our most significant raw materials include logs and lumber, vinyl extrusions, glass, steel, and aluminum, each of which has been subject to periods of rapid and significant fluctuations in price. 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.
The U.S. has imposed tariffs on certain products imported into the U.S. from China, as well as tariffs on certain steel and aluminum products imported from certain countries, and could impose additional tariffs or trade restrictions. The imposition of tariffs may impact the prices of materials purchased outside of the U.S. and include goods in transit as well as increasing the price of domestically sourced materials, including, in particular, steel and aluminum. Impositions of tariffs by other countries could also impact pricing and availability of raw materials. As another example, as global demand for key chemicals increases, the limited number of suppliers and investment in greater supply capacity drives increased global pricing. Additionally, anti-dumping and countervailing duty trade cases, such as the January 8, 2020, Coalition of American Millwork Producers’ anti-dumping petitions on imports of wood moldings and millwork products from Brazil and China and a countervailing duty petition on imports of wood moldings and millwork products from China, could impact our business and results of operations. While we believe our exposure to the potential increased costs of these tariffs and duties is no greater than the industry as a whole, our business and results of operations may be adversely affected if our efforts to mitigate their effects are unsuccessful.
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 may attempt to modify products that use certain raw materials, but these changes may not be successful.
Exhibit 99.3
JELD-WEN announces $250 million senior secured notes offering
Charlotte, N.C. – April 27, 2020 – JELD-WEN Holding, Inc. (“JELD-WEN”) (NYSE: JELD) today announced that its direct, wholly-owned subsidiary, JELD-WEN, Inc. (the “Issuer”), plans to conduct an offering of $250 million in aggregate principal amount of senior secured notes due 2025 (the “Notes”) in a private placement exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”), subject to market conditions. The Issuer intends to use the net proceeds from the offering to repay existing debt under its asset-based revolving credit facility, and the remainder will be used for general corporate purposes and to pay related transaction fees and expenses.
The Notes will be guaranteed by JELD-WEN and each of the Issuer’s existing and future direct or indirect domestic subsidiaries (collectively, the “Guarantors”) that guarantees indebtedness under the Issuer’s term loan agreement (as amended from time to time, the “Term Loan Credit Agreement”), and the asset-based revolving credit agreement (as amended from time to time, the “ABL Credit Agreement”), under which the Issuer and JELD-WEN of Canada, Ltd. are borrowers, subject to certain exceptions. The Notes will be secured by a first priority lien on certain assets of the Issuer and the Guarantors, and by a second priority lien on certain assets of the Issuer and the Guarantors that secure the ABL Credit Agreement.
The Notes will be offered in a private placement to qualified institutional buyers pursuant to Rule 144A under the Securities Act, and to certain non-U.S. persons in transactions outside of the United States in reliance on Regulation S under the Securities Act. The Notes will not be registered under the Securities Act or the securities laws of any state or jurisdiction, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements.
This press release shall not constitute an offer to sell or the solicitation of an offer to purchase the Notes, nor shall there be any sale of the Notes in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.
About JELD-WEN
JELD-WEN, founded in 1960, is one of the world’s largest door and window manufacturers, operating manufacturing facilities in 20 countries located primarily in North America, Europe and Australia. Headquartered in Charlotte, N.C., JELD-WEN designs, produces and distributes an extensive range of interior and exterior doors, wood, vinyl and aluminum windows and related products for use in the new construction and repair and remodeling of residential homes and non-residential buildings. JELD-WEN is a recognized leader in manufacturing energy-efficient products and has been an ENERGY STAR® Partner since 1998. Our products are marketed globally under the JELD-WEN® brand, along with several market-leading regional brands such as Swedoor® and DANA® in Europe and Corinthian®, Stegbar®, and Trend® in Australia.
Forward-Looking Statements
This press release contains forward-looking statements. All statements other than statements of historical fact contained in this press release are forward-looking statements, including all statements regarding the offering of the Notes. Forward-looking statements are generally identified by our 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, we express 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 our management. Although we believe 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 our control, that could cause actual outcomes and results to be materially different from those indicated in such statements.
Our 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 our Annual Report on Form 10-K for the year ended December 31, 2019 filed with the Securities and Exchange Commission
The forward-looking statements included in this press release are made as of the date hereof, and except as required by law, we undertake no obligation to update, amend or clarify any forward-looking statements to reflect events, new information or circumstances occurring after the date of this release.
Contacts
JELD-WEN Holding, Inc.
Christopher Teachout
Investor Relations Manager
704.378.7007
investors@jeldwen.com
JELD-WEN Holding, Inc.
Noreen Pratscher
Vice President, Global Corporate Communications
704.526.4146
corporate@jeldwen.com