Glossary of Terms
When the following terms and abbreviations appear in the text of this report, they have the meaning indicated below:
2016 Dividend
Means (i) the borrowing of an additional $375 million under our Term Loan Facility and (ii) the application of approximately $35 million in cash and borrowings under our ABL Facility for the purpose of making payments of approximately $400 million to holders of our outstanding common stock, Series A Convertible Preferred Stock, Class B-1 Common Stock, options, and Restricted Stock Units, or “RSUs”
A&L
A&L Windows Pty. Ltd.
ABL Facility
Our $400 million asset-based loan revolving credit facility, dated as of October 15, 2014 and as amended from time to time, with JWI (as hereinafter defined) and JELD-WEN of Canada, Ltd., as borrowers, the guarantors party thereto, a syndicate of lenders, and Wells Fargo Bank, N.A., as administrative agent
ABS
American Building Supply, Inc.
Adjusted EBITDA
A supplemental non-GAAP financial measure of operating performance not based on any standardized methodology prescribed by GAAP that we define as net income (loss), adjusted for the following items: loss from discontinued operations, net of tax; equity earnings of non-consolidated entities; income tax (benefit) expense; depreciation and amortization; interest expense, net; impairment and restructuring charges; gain on previously held shares of equity investment; (gain) loss on sale of property and equipment; share-based compensation expense; non-cash foreign exchange transaction/translation (income) loss; other non-cash items; other items; and costs related to debt restructuring and debt refinancing.
ASC
Accounting Standards Codification
ASU
Accounting Standards Update
AUD
Australian Dollar
Australia Senior Secured Credit Facility
Our senior secured credit facility, dated as of October 6, 2015 and as amended from time to time, with certain of our Australian subsidiaries, as borrowers, and Australia and New Zealand Banking Group Limited, as lender
BBSY
Bank Bill Swap Bid Rate
Breezway
Breezway Australia Pty. Ltd.
Bylaws
Amended and Restated Bylaws of JELD-WEN Holding, Inc.
CAP
Cleanup Action Plan
Charter
Restated Certificate of Incorporation of JELD-WEN Holding, Inc.
Class B-1 Common Stock
Shares of our Class B-1 common stock, par value $0.01 per share, all of which were converted into shares of our Common Stock on February 1, 2017
CMI
CraftMaster Manufacturing, Inc.
COA
Consent Order and Agreement
CODM
Chief Operating Decision Maker
Common Stock
The 900,000,000 shares of common stock, par value $0.01 per share, authorized under our Charter
Corporate Credit Facilities
Collectively, our ABL Facility and our Term Loan Facility
Credit Facilities
Collectively, our Corporate Credit Facilities, our Australia Senior Secured Credit Facility, and our Euro Revolving Facility as well as other acquired term loans and revolving credit facilities
D&K
D&K Home Security Pty. Ltd.
DKK
Danish Krone
Domoferm
The Domoferm Group of companies
Dooria
Dooria AS
EPA
The U.S. Environmental Protection Agency
ERP
Enterprise Resource Planning
ESOP
JELD-WEN, Inc. Employee Stock Ownership and Retirement Plan
E.U.
European Union
Euro Revolving Facility
Our €39 million revolving credit facility, dated as of January 30, 2015 and as amended from time to time, with JELD-WEN ApS, as borrower, Danske Bank A/S and Nordea Bank Danmark A/S as lenders
Exchange Act
Securities Exchange Act of 1934, as amended
FASB
Financial Accounting Standards Board
10-K
Annual Report on Form 10-K for the fiscal year ended December 31, 2018
GAAP
Generally Accepted Accounting Principles in the United States
GILTI
Global Intangible Low-Taxed Income
IBOR
Interbank Offered Rate
IPO
The initial public offering of shares of our common stock, as further described in this report on Form 10-K
JELD-WEN
JELD-WEN Holding, Inc., together with its consolidated subsidiaries where the context requires
JEM
JELD-WEN Excellence Model
JWA
JELD-WEN of Australia Pty. Ltd.
JWH
JELD-WEN Holding, Inc., a Delaware corporation
JWI
JELD-WEN, Inc., a Delaware corporation
Kolder
Kolder Group
LIBOR
London Interbank Offered Rate
M&A
Mergers & Acquisitions
Mattiovi
Mattiovi Oy
MMI Door
Milliken Millwork, Inc.
MD&A
Management’s Discussion and Analysis of Financial Condition and Results of Operations
NAV
Net asset value
NRD
Natural Resource Damage Trustee Council
NYSE
New York Stock Exchange
Onex
Onex Partners III LP and certain affiliates
PaDEP
Pennsylvania Department of Environmental Protection
Preferred Stock
90,000,000 shares of Preferred Stock, par value $0.01 per share, authorized under our Charter
PSU
Performance stock unit
R&R
Repair and remodel
RSU
Restricted stock unit
Sarbanes-Oxley
Sarbanes-Oxley Act of 2002, as amended
SEC
Securities and Exchange Commission
Securities Act
Securities Act of 1933, as amended
Senior Notes
$800.0 million of unsecured notes issued in December 2017 in a private placement in two tranches: $400.0 million bearing interest at 4.625% and maturing in December 2025 and $400.0 million bearing interest at 4.875% and maturing in December 2027
Series A Convertible Preferred Stock
Our Series A-1 Convertible Preferred Stock, par value $0.01 per share, Series A-2 Convertible Preferred Stock, par value $0.01 per share, Series A-3 Convertible Preferred Stock, par value $0.01 per share, and Series A-4 Convertible Preferred Stock, par value $0.01 per share, all of which were converted into shares of our common stock on February 1, 2017
SG&A
Selling, general, and administrative expenses
Tax Act
Tax Cuts and Jobs Act
Term Loan Facility
Our term loan facility, dated as of October 15, 2014, as amended from time to time with JWI, as borrower, the guarantors party thereto, a syndicate of lenders, and Bank of America, N.A., as administrative agent
Trend
Trend Windows & Doors Pty. Ltd.
U.K.
United Kingdom
U.S.
United States of America
WADOE
Washington State Department of Ecology