SEC Form 10-Q filed by JELD-WEN Holding Inc.

5/8/25 1:13:40 PM ET

$JELD

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jeld-20250329

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

____________________________

FORM 10-Q

____________________________


☒			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 29, 2025


☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _____ to _____

Commission File Number: 001-38000

____________________________

JELD-WEN Holding, Inc.

(Exact name of registrant as specified in its charter)

____________________________


Delaware						93-1273278
(State or other jurisdiction of incorporation or organization)						(I.R.S. Employer Identification No.)

2645 Silver Crescent Drive

Charlotte, North Carolina 28273

(Address of principal executive offices, zip code)

(704) 378-5700

(Registrant’s telephone number, including area code)

____________________________

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock (par value $0.01 per share)

JELD

New York Stock Exchange

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes x No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer

☒

Accelerated filer

☐

Non-accelerated filer

Smaller reporting company

☐

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. o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

The registrant had 85,298,995 shares of Common Stock, par value $0.01 per share, outstanding as of May 2, 2025.

JELD-WEN HOLDING, Inc.

– Table of Contents –


		Page No.
PART I - Financial Information
Item 1.	Unaudited Financial Statements
	Consolidated Statements of Operations	8
	Consolidated Statements of Comprehensive Loss	9
	Consolidated Balance Sheets	10
	Consolidated Statements of Equity	11
	Consolidated Statements of Cash Flows	12
	Notes to Unaudited Consolidated Financial Statements
	Note 1. Description of Company and Summary of Significant Accounting Policies	13
	Note 2. Divestiture	14
	Note 3 . Accounts Receivable	14
	Note 4. Inventories	15
	Note 5. Property and Equipment, Net	15
	Note 6. Goodwill	15
	Note 7. Intangible Assets, Net	16
	Note 8. Accrued Expenses and Other Current Liabilities	17
	Note 9. Warranty Liability	17
	Note 10. Long-Term Debt	18
	Note 11. Income Taxes	20
	Note 12. Segment Information	20
	Note 13. Capital Stock	23
	Note 14. Loss Per Share	24
	Note 15. Stock Compensation	24
	Note 16. Restructuring and Asset-Related Charges	25
	Note 17. Held for Sale	28
	Note 18. Other Income, Net	29
	Note 19. Derivative Financial Instruments	29
	Note 20. Fair Value of Financial Instruments	31
	Note 21. Commitments and Contingencies	32
	Note 22. Supplemental Cash Flow Information	36
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	37
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	45
Item 4.	Controls and Procedures	46

PART II - Other Information
Item 1.	Legal Proceedings	47
Item 1A.	Risk Factors	47
Item 5.	Other Information	47
Item 6.	Exhibits	48

	Signature	49

Glossary of Terms

When the following terms and abbreviations appear in the text of this report, they have the meanings indicated below:






Form 10-K			Annual Report on Form 10-K for the fiscal year ended December 31, 2024
Form 10-Q			This Quarterly Report on Form 10-Q for the fiscal quarter ended March 29, 2025

ABL Facility			Our $500 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			JWI d/b/a American Building Supply, Inc.
Adjusted EBITDA			A supplemental non-GAAP financial measure of operating performance not based on a standardized methodology prescribed by GAAP that we define as Adjusted EBITDA as income (loss), net of tax, adjusted for the following items: income tax expense (benefit); depreciation and amortization; interest expense (income), net; and certain special items consisting of non-recurring net legal and professional expenses and settlements; goodwill impairment; restructuring and asset-related charges; M&A related costs; net (gain) loss on sale of business, property and equipment; loss on extinguishment and refinancing of debt; share-based compensation expense; non-cash foreign exchange transaction/translation (gain) loss; and other special items.



AOCL			Accumulated Other Comprehensive Loss
ASC			Accounting Standards Codification
ASU			Accounting Standards Update





CAP			Cleanup Action Plan
CARES Act			Coronavirus Aid, Relief, and Economic Security Act enacted on March 27, 2020
CDOR			Canadian Dealer Offered Rate

CEO			Chief Executive Officer or principal executive officer

CFO			Chief Financial Officer or principal financial officer


Charter			Amended and Restated Certificate of Incorporation of JELD-WEN Holding, Inc.



CME			Chicago Mercantile Exchange
CMI			JWI d/b/a CraftMaster Manufacturing, Inc.
COA			Consent Order and Agreement
CODM			Chief Operating Decision Maker, who is our Chief Executive Officer
Common Stock			The 900,000,000 shares of common stock, par value $0.01 per share, authorized under our Charter

Core Revenues			Net revenues excluding the impact of foreign exchange, divestitures, and acquisitions completed in the last twelve months
Corporate Credit Facilities			Collectively, our ABL Facility and our Term Loan Facility
CORRA			Canadian Overnight Repo Rate Average
COVID-19			A novel strain of the 2019-nCov coronavirus
Credit Facilities			Collectively, our Corporate Credit Facilities and other acquired term loans and revolving credit facilities


DKK			Danish Kroner
Domoferm			The Domoferm Group of companies
Dooria			Dooria AS



ERC			Employee Retention Credit
ERP			Enterprise Resource Planning


EU			European Union

Exchange Act			Securities Exchange Act of 1934, as amended
FASB			Financial Accounting Standards Board



GAAP			Generally Accepted Accounting Principles in the United States
GDP			Gross Domestic Product









JELD-WEN			JELD-WEN Holding, Inc., together with its consolidated subsidiaries where the context requires

JW Australia			Our Australasia business


JWI			JELD-WEN, Inc., a Delaware corporation


Karona			Karona, Inc.

LaCantina			JWI d/b/a LaCantina Doors, Inc.
LIBOR			London Interbank Offered Rate
M&A			Mergers and acquisitions
Mattiovi			Mattiovi Oy
MD&A			Management’s Discussion and Analysis of Financial Condition and Results of Operations
MMI Door			JWI d/b/a Milliken Millwork, Inc.




NOL			Net operating loss

OECD			Organization for Economic Cooperation and Development

Onex			Onex Partners III LP and certain affiliates
PaDEP			Pennsylvania Department of Environmental Protection
Pillar Two			The Pillar Two Global Anti-Base Erosion rules
PLP			Potential Liability Party
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

SEC			U.S. 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 4.63% and maturing in December 2025 ($200.0 million of which were redeemed in August 2023 and the remaining $200.0 million of which were redeemed in September 2024) and $400.0 million bearing interest at 4.88% and maturing in December 2027. $350.0 million of senior unsecured notes issued in August 2024 in a private placement bearing interest at 7.00% and maturing in September 2032
Senior Secured Notes			$250.0 million of senior secured notes issued in May 2020 in a private placement bearing interest at 6.25% and redeemed in August 2023

SG&A			Selling, general and administrative expenses
SOFR			Secured Overnight Financing Rate
Steves			Steves and Sons, Inc.


Term Loan Facility			Our term loan facility, dated as of October 15, 2014, and 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

Towanda			The Company’s Towanda, PA business and related assets


U.S.			United States of America
UTP			Uncertain Tax Position

VPI			JWI d/b/a VPI Quality Windows, Inc.

WADOE			Washington State Department of Ecology
Working Capital			Accounts receivable plus inventory less accounts payable

CERTAIN TRADEMARKS, TRADE NAMES, AND SERVICE MARKS

This report includes trademarks, trade names, and service marks owned by us. Our U.S. window and door trademarks include JELD-WEN®, AuraLast®, LaCANTINA®, MMI Door®, Karona®, ImpactGard®, JW®, True BLU®, ABSTM, Siteline®, National Door®, Low-Friction Glider®, Hydrolock®, VPITM, FINISHIELD®, MILLENNIUM®, TRUFIT®, EPICVUE®, and EVELIN®. Our trademarks are either registered or have been used as common law trademarks by us. The trademarks we use outside the U.S. include the Swedoor®, Dooria®, DANA®, MattioviTM, Zargag®, Alupan®, Domoferm®, Kellpax®, and HSE™ marks in Europe. ENERGY STAR® is a registered trademark of the U.S. Environmental Protection Agency. This report contains additional trademarks, trade names, and service marks of others, which are, to our knowledge, the property of their respective owners. Solely for convenience, trademarks, trade names, and service marks referred to in this report appear without the ®, ™ symbols, but such references are not intended to indicate, in any way, that we will not assert, to the fullest extent under applicable law, our rights or the right of the applicable licensor to these trademarks, trade names, and service marks. We do not intend our use of other parties’ trademarks, trade names, or service marks to imply, and such use or display should not be construed to imply, a relationship with, or endorsement or sponsorship of us by these other parties.

FORWARD-LOOKING STATEMENTS

In addition to historical information, this Form 10-Q contains “forward-looking statements” within the meaning of Section 27A of the federal Securities Act and Section 21E of the Exchange Act, which are subject to the “safe harbor” created by those sections. All statements, other than statements of historical facts, included in this Form 10-Q are forward-looking statements. Forward-looking statements are generally identified by our use of forward-looking terminology, including the terms “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,” “potential,” “predict,” “seek,” or “should,” and, in each case, their negative or other various or comparable terminology. In particular, statements about the markets in which we operate, including growth of our various markets, and our expectations, beliefs, plans, strategies, objectives, prospects, assumptions, or future events or performance under Item 7 – Management’s Discussion and Analysis of Financial Condition and Results of Operations and Item 1 – Business are forward-looking statements. In addition, statements regarding the potential outcome and impact of pending litigation are forward-looking statements.

We have based these forward-looking statements on our current expectations, assumptions, estimates and projections. While we believe these expectations, assumptions, estimates, and projections are reasonable, such forward-looking statements are only predictions and involve known and unknown risks and uncertainties, many of which are beyond our control. These and other important factors, including those discussed under the headings Item 1A – Risk Factors in our Form 10-K and Item 1A – Risk Factors and Item 2 – Management’s Discussion and Analysis of Financial Condition and Results of Operations in this Form 10-Q may cause our actual results, performance or achievements to differ materially from any future results, performance or achievements expressed or implied by these forward-looking statements. Some of the factors that could cause actual results to differ materially from those expressed or implied by the forward-looking statements include:

•negative trends in overall business, financial market and economic conditions, and/or activity levels in our end markets;

•increases in interest rates, sustained periods of elevated interest rates, and reduced availability of financing for the purchase of new homes and home construction and improvements;

•declines in our relationships with and/or consolidation of our key customers;

•our highly competitive business environment;

•failure to successfully implement our strategic and transformation journey initiatives, including our productivity, cost reduction and global footprint rationalization initiatives;

•failure to retain and recruit executives, managers, and employees;

•disruptions in our operations due to natural disasters, changes in weather patterns and related extreme weather events, public health crises, and armed conflicts, including the ongoing conflict between Russia and Ukraine and instabilities in the Middle East;

•failure to timely identify or effectively respond to consumer needs, expectations, or trends;

•manufacturing realignments and cost savings programs resulting in a decrease in short-term earnings;

•seasonal business with varying revenue and profit;

•fluctuations in the prices of raw materials used to manufacture our products;

•changes to tariff, trade or investment policies or laws;

•delays or interruptions in the delivery of raw materials, finished goods, or certain component parts;

•economic and geopolitical uncertainty and risks that arise from operating a multinational business;

•exchange rate fluctuations;

•product liability claims, product recalls, or warranty claims;

•adverse outcome of pending or future litigation;

•acquisitions, divestitures, or investments in other businesses that may not be successful;

•inability to protect our intellectual property;

•increases in labor costs, potential labor disputes, and work stoppages at our facilities;

•pension plan obligations;

•security breaches and other cybersecurity incidents;

•changes in building codes that could increase the cost of our products or lower the demand for our windows and doors;

•compliance costs and liabilities under environmental, health, and safety laws and regulations;

•lack of transparency, threat of fraud, public sector corruption, and other forms of criminal activity involving government officials;

•availability and cost of credit;

•our current level of indebtedness and the effect of restrictive covenants under our existing or future indebtedness including our Credit Facilities and Senior Notes; and

•other risks and uncertainties, including those listed under Item 1A- Risk Factors in our Form 10-K and Item 1A- Risk Factors in this Form 10-Q.

Given these risks and uncertainties, you are cautioned not to place undue reliance on such forward-looking statements. Any forward-looking statement in this Form 10-Q speaks only as of the date of this Form 10-Q. We do not undertake any obligation to update any of the forward-looking statements, except as required by law. We do not undertake any obligation to update or revise, or to publicly announce any update or revision to, any of the forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

The forward-looking statements contained in this Form 10-Q are not guarantees of future performance and our actual results of operations, financial condition, and liquidity, and the development of the industry in which we operate, may differ materially from the forward-looking statements contained herein. In addition, even if our results of operations, financial condition, and liquidity, and events in the industry in which we operate, are consistent with the forward-looking statements contained in this Form 10-Q, they may not be predictive of results or developments in future periods.

Unless the context requires otherwise, references in this Form 10-Q to “we,” “us,” “our,” “the Company,” or “JELD-WEN” mean JELD-WEN Holding, Inc., together with our consolidated subsidiaries where the context requires, including our wholly owned subsidiary JWI.

Item 1 - Financial Statements

JELD-WEN HOLDING, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(unaudited)


	Three Months Ended
(amounts in thousands, except share and per share data)		March 29, 2025		March 30, 2024
Net revenues		$	776,006	$	959,126
Cost of sales		663,923		786,546
Gross margin		112,083		172,580
Operating expenses
Selling, general and administrative		144,767		182,804
Goodwill impairment (Note 6)		137,721		—
Restructuring and asset-related charges (Note 16)		14,546		18,059
Operating loss		(184,951)		(28,283)
Interest expense, net		14,918		15,692
Loss on extinguishment and refinancing of debt (Note 10)		237		1,449


Other income, net (Note 18)		(10,586)		(14,263)
Loss before taxes		(189,520)		(31,161)
Income tax expense (benefit) (Note 11)		618		(3,431)



Net loss		$	(190,138)	$	(27,730)



Weighted average common shares outstanding (Note 14):
Basic		84,917,294		85,520,145
Diluted		84,917,294		85,520,145






Net loss per share
Basic		$	(2.24)	$	(0.32)
Diluted		$	(2.24)	$	(0.32)

Net income per share may not sum due to rounding.

The accompanying notes are an integral part of these unaudited Consolidated Financial Statements.

F-8

JELD-WEN HOLDING, INC.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

(unaudited)


	Three Months Ended
(amounts in thousands)		March 29, 2025		March 30, 2024
Net loss		$	(190,138)	$	(27,730)

Other comprehensive income (loss), net of tax:
Foreign currency translation adjustments, net of tax expense of $0 and $1,147, respectively.		20,813		(18,298)
Foreign currency hedge adjustments, net of tax benefit of $(597) and $0, respectively.		(1,300)		—
Interest rate hedge adjustments, net of tax (benefit) expense of $(12) and $85, respectively.		(35)		252
Commodity hedge adjustments, net of tax expense of $51 and $0, respectively.		149		—
Defined benefit pension plans, net of tax (benefit) expense of $(9) and $2, respectively.		(19)		6
Total other comprehensive income (loss), net of tax		19,608		(18,040)
Comprehensive loss		$	(170,530)	$	(45,770)

The accompanying notes are an integral part of these unaudited Consolidated Financial Statements.

F-9

JELD-WEN HOLDING, INC.

CONSOLIDATED BALANCE SHEETS

(unaudited)


(amounts in thousands, except share and per share data)	March 29, 2025		December 31, 2024
ASSETS
Current assets
Cash and cash equivalents	$	132,469	$	150,337
Restricted cash	703		710
Accounts receivable, net (Note 3)	453,602		388,415
Inventories (Note 4)	444,425		460,107
Other current assets	77,379		73,413
Assets held for sale (Note 17)	—		126,912

Total current assets	1,108,578		1,199,894
Property and equipment, net (Note 5)	699,752		681,439
Deferred tax assets	147,379		143,284
Goodwill (Note 6)	185,165		315,167
Intangible assets, net (Note 7)	100,554		101,987
Operating lease assets, net	120,766		126,256
Other assets	56,721		52,142

Total assets	$	2,418,915	$	2,620,169
LIABILITIES AND EQUITY
Current liabilities
Accounts payable	$	269,178	$	264,947
Accrued payroll and benefits	82,622		89,600
Accrued expenses and other current liabilities (Note 8)	216,489		224,209
Current maturities of long-term debt (Note 10)	25,088		30,927
Liabilities held for sale (Note 17)	—		15,308

Total current liabilities	593,377		624,991
Long-term debt (Note 10)	1,157,121		1,152,449
Unfunded pension liability	23,857		21,615
Operating lease liability	99,249		105,499
Deferred credits and other liabilities	87,513		89,854
Deferred tax liabilities	5,659		5,699

Total liabilities	1,966,776		2,000,107
Commitments and contingencies (Note 21)

Shareholders’ equity
Preferred Stock, par value $0.01 per share, 90,000,000 shares authorized; no shares issued and outstanding	—		—
Common Stock: 900,000,000 shares authorized, par value $0.01 per share, 85,217,425 and 84,653,408 shares issued and outstanding, respectively	851		846
Additional paid-in capital	771,666		769,064
Accumulated deficit	(210,491)		(20,353)
Accumulated other comprehensive loss	(109,887)		(129,495)
Total shareholders’ equity	452,139		620,062
Total liabilities and shareholders’ equity	$	2,418,915	$	2,620,169

The accompanying notes are an integral part of these unaudited Consolidated Financial Statements.

F-10

JELD-WEN HOLDING, INC.

CONSOLIDATED STATEMENTS OF EQUITY

(unaudited)


	Three Months Ended
	March 29, 2025			March 30, 2024
(amounts in thousands, except share and per share amounts)	Shares	Amount		Shares	Amount
Preferred stock, $0.01 par value per share	—	$	—	—	$	—
Common stock, $0.01 par value per share
Balance at beginning of period	84,653,408	$	846	85,309,220	$	853

Shares issued for exercise/vesting of share-based compensation awards	619,074	6		613,331	7



Shares surrendered for tax obligations for employee share-based transactions	(55,057)	(1)		(21,008)	(1)

Balance at period end	85,217,425	$	851	85,901,543	$	859






Additional paid-in capital
Balance at beginning of period		$	769,737		$	752,844

Shares issued for exercise/vesting of share-based compensation awards		(4)			2,012

Shares surrendered for tax obligations for employee share-based transactions		(622)			(402)




Amortization of share-based compensation		3,228			5,059
Balance at period end		772,339			759,513




Employee stock notes
Balance at beginning of period		(673)			(673)
Net issuances, payments and accrued interest on notes		—			—
Balance at period end		(673)			(673)
Balance at period end		$	771,666		$	758,840
(Accumulated deficit) retained earnings
Balance at beginning of period		$	(20,353)		$	192,931



Net loss		(190,138)			(27,730)
Balance at period end		$	(210,491)		$	165,201
Accumulated other comprehensive loss
Balance at beginning of period		$	(129,495)		$	(95,310)
Foreign currency adjustments		20,813			(18,298)
Unrealized loss on foreign currency hedges		(1,300)			—
Unrealized (loss) gain on interest rate hedges		(35)			252
Unrealized gain on commodity hedges		149			—
Net actuarial pension (loss) gain		(19)			6
Balance at period end		$	(109,887)		$	(113,350)

Total shareholders’ equity at period end		$	452,139		$	811,550

The accompanying notes are an integral part of these unaudited Consolidated Financial Statements.

F-11

JELD-WEN HOLDING, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(unaudited)


	Three Months Ended
(amounts in thousands)	March 29, 2025		March 30, 2024
OPERATING ACTIVITIES
Net loss	$	(190,138)	$	(27,730)
Adjustments to reconcile net loss to cash used in operating activities:
Depreciation and amortization	27,295		41,429
Deferred income taxes	(3,123)		(7,395)
Net gain on sale of business, property and equipment	(599)		(2,865)
Goodwill impairment	137,721		—

Adjustment to carrying value of assets	2,279		2,919

Amortization of deferred financing costs	535		434
Loss on extinguishment and refinancing of debt	237		787
Loss on foreign currency translation adjustment related to the substantial liquidation of a foreign subsidiary	—		4,290

Share-based compensation expense	3,228		5,059



Recovery of cost from receipts on impaired notes	—		(1,389)
Other items, net	(1,034)		(2,465)
Net change in operating assets and liabilities:
Accounts receivable	(58,130)		(17,599)
Inventories	21,295		(13,776)
Other assets	(3,151)		(9,514)
Accounts payable and accrued expenses	(14,969)		22,910
Change in short-term and long-term tax liabilities	(4,940)		(6,093)
Net cash used in operating activities	(83,494)		(10,998)
INVESTING ACTIVITIES

Purchases of property and equipment	(36,763)		(31,210)
Proceeds from sale of property and equipment	162		3,266
Purchase of intangible assets	(5,191)		(3,502)
Proceeds related to the court-ordered divestiture of Towanda	112,105		—
Recovery of cost from receipts on impaired notes	—		1,389
Cash received for notes receivable	7		—
Cash received from insurance proceeds	—		1,655
Purchase of securities for deferred compensation plan	(273)		(2,112)

Net cash provided by (used in) investing activities	70,047		(30,514)
FINANCING ACTIVITIES

Change in long-term debt and payments of debt extinguishment costs	(6,064)		(7,710)



Common stock issued for exercise of options	2		2,019

Payments to tax authorities for employee share-based compensation	—		(403)

Payments related to the sale of JW Australia	(540)		(714)
Net cash used in financing activities	(6,602)		(6,808)
Effect of foreign currency exchange rates on cash	2,174		(5,617)
Net decrease in cash and cash equivalents	(17,875)		(53,937)
Cash, cash equivalents and restricted cash, beginning	151,047		289,147
Cash, cash equivalents and restricted cash, ending	$	133,172	$	235,210





Refer to Note 22 - Supplemental Cash Flow for more information.

The accompanying notes are an integral part of these unaudited Consolidated Financial Statements.

F-12

JELD-WEN HOLDING, INC.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

Note 1. Description of Company and Summary of Significant Accounting Policies

Nature of Business – JELD-WEN Holding, Inc., along with its subsidiaries, is a vertically integrated global manufacturer and distributor of windows, doors, and other building products that derives substantially all its revenues from the sale of its door and window products. Unless otherwise specified or the context otherwise requires, all references in these notes to “JELD-WEN,” “we,” “us,” “our,” or the “Company” are to JELD-WEN Holding, Inc. and its subsidiaries.

Our continuing operations include facilities located in the U.S., Canada, and Europe. Our products are marketed primarily under the JELD-WEN brand name in the U.S. and Canada and under JELD-WEN and a variety of acquired brand names in Europe.

Our revenues are affected by the level of new housing starts, residential and non-residential building construction, and repair and remodeling activity in each of our markets. Our sales typically follow seasonal new construction and repair and remodeling industry patterns. The peak season for home construction and remodeling in many of our markets generally corresponds with the second and third calendar quarters, and therefore, sales volume is typically higher during those quarters. Our first and fourth quarter sales volumes are generally lower due to reduced repair and remodeling activity and reduced activity in the building and construction industry as a result of colder and more inclement weather in certain areas of our geographic end markets.

Basis of Presentation – The accompanying unaudited consolidated financial statements as of March 29, 2025, and for the three months ended March 29, 2025 and March 30, 2024, respectively, have been prepared in accordance with GAAP for interim financial information and pursuant to the rules and regulations of the SEC. In the opinion of management, the unaudited consolidated financial statements have been prepared on the same basis as the audited financial statements and include all adjustments, consisting only of normal recurring adjustments, necessary for the fair statement of the Company’s financial position for the periods presented. The results for the three months ended March 29, 2025, are not necessarily indicative of the results to be expected for the year ending December 31, 2025, or any other period. The accompanying consolidated balance sheet as of December 31, 2024, was derived from audited financial statements included in our Annual Report on Form 10-K. The accompanying consolidated financial statements do not include all the information and footnotes required by GAAP for annual financial statements. Accordingly, they should be read in conjunction with the audited financial statements and notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2024.

All U.S. dollar and other currency amounts, except per share amounts, are presented in thousands unless otherwise noted.

Fiscal Year – We operate on a fiscal calendar year, and each interim quarter is comprised of two 4-week periods and one 5-week period, with each week ending on a Saturday. Our fiscal year always begins on January 1 and ends on December 31. As a result, our first and fourth quarters may have more, or fewer days included than a traditional 91-day fiscal quarter.

Use of Estimates – The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates, assumptions, and allocations that affect amounts reported in the consolidated financial statements and related notes. Significant items that are subject to such estimates and assumptions include, but are not limited to, long-lived assets including goodwill and other intangible assets, employee benefit obligations, income tax uncertainties, contingent assets and liabilities, provisions for bad debt, inventory, warranty liabilities, legal claims, valuation of derivatives, environmental remediation, and claims relating to self-insurance. Actual results could differ due to the uncertainty inherent in the nature of these estimates.

CARES Act – In March 2020, the United States government enacted the CARES Act to provide certain relief as a result of the COVID-19 pandemic. The CARES Act provided tax relief, along with other stimulus measures, including a provision for an ERC designed to encourage businesses to retain employees during the COVID-19 pandemic. We recorded a receivable for an ERC from the U.S. government of $6.1 million in other income, net in the fourth quarter of 2023. The balance is included in other current assets in the accompanying consolidated balance sheets as of March 29, 2025 and December 31, 2024, respectively.

F-13

Recent Accounting Standards Not Yet Adopted – In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. ASU 2023-09 expands disclosures in an entity’s income tax rate reconciliation table and regarding cash taxes paid both in the U.S. and foreign jurisdictions. The guidance is effective for annual periods beginning after December 15, 2024, with early adoption permitted, and should be applied either prospectively to financial statements issued for reporting dates after the effective date or retrospectively to any or all prior periods presented in the financial statements. We have not elected to early adopt this standard. We are currently evaluating the impact of this guidance on the Company’s disclosures.

In November 2024, the FASB issued ASU 2024-03, Expense Disaggregation Disclosures: Disaggregation of Income Statement Expenses. ASU 2024-03 requires disclosure of disaggregated information about specific natural expense categories underlying certain income statement expense line items that are considered relevant. The FASB also issued ASU 2025-01, Expense Disaggregation Disclosures: Clarifying the Effective Date, which clarifies the adoption date of ASU 2024-03 as annual reporting periods beginning after December 15, 2026, and interim periods within annual reporting periods beginning after December 15, 2027. Early adoption is permitted, and the guidance should be applied either prospectively to financial statements issued for reporting dates after the effective date or retrospectively to any or all prior periods presented in the financial statements. We are currently evaluating the impact of this guidance on the Company’s disclosures.

We have considered the applicability and impact of all ASUs. We have assessed the ASUs not listed above and determined that they were either not applicable or were not expected to have a material impact on our financial statements.

Note 2. Divestiture

Divestiture of Towanda

On January 17, 2025, pursuant to an order issued by the United States District Court for the Eastern District of Virginia, Richmond Division, and the previously announced Asset Purchase Agreement dated October 11, 2024 and effective December 13, 2024, JWI completed the sale of its Towanda, PA operations to WG Towanda LLC, a wholly owned subsidiary of Woodgrain Inc. Towanda was previously included within the North America segment.

Since the Company will continue manufacturing door skins for its internal needs, the court-ordered divestiture decision did not represent a strategic shift thereby precluding the court-ordered divestiture as qualifying as a discontinued operation.

The selling price of Towanda was $115.0 million, subject to certain adjustments and closing conditions, paid in cash during the first quarter of 2025. In connection with the Asset Purchase Agreement, the Company recognized a $31.4 million goodwill impairment charge during the fourth quarter of 2024. We recorded a $0.7 million pre-tax gain on the sale of Towanda, within SG&A in our consolidated statements of operations for the quarter ended March 29, 2025. The gain is driven by a post-close net working capital adjustment. Towanda had a net carrying value of $110.8 million, which included property and equipment, net of $65.4 million, inventory of $16.7 million, trade receivables of $8.8 million, operating lease assets of $2.2 million, intangible assets, net of $1.5 million and goodwill of $33.6 million. The goodwill is not deductible for tax purposes. The assets were partially offset by accounts payable of $9.2 million and other liabilities which were individually immaterial. We recorded $8.5 million in tax expense related to the gain from the sale within income tax expense in our consolidated statements of operations for the quarter ended March 29, 2025.

Note 3. Accounts Receivable

We sell our manufactured products to a large number of customers, primarily in the residential housing construction and remodel sectors, broadly dispersed across many domestic and foreign geographic regions. We assess the credit risk relating to our accounts receivable based on quantitative and qualitative factors, including historical credit collections within each region where we have operations. We perform ongoing credit evaluations of our customers to minimize credit risk. We do not usually require collateral for accounts receivable, but do require advance payment, guarantees, a security interest in the products sold to a customer, and/or letters of credit in certain situations. Customer accounts receivable converted to notes receivable are collateralized by inventory or other collateral.

At March 29, 2025 and December 31, 2024, we had an allowance for credit losses of $10.0 million and $9.6 million, respectively.

F-14

Note 4. Inventories

Inventories are stated at the lower of cost or net realizable value. Finished goods and work-in-process inventories include material, labor, and manufacturing overhead costs.


(amounts in thousands)	March 29, 2025		December 31, 2024
Raw materials	$	359,888	$	380,277
Work in process	20,977		19,763
Finished goods	86,847		82,615
Inventory valuation reserves	(23,287)		(22,548)
Total inventories	$	444,425	$	460,107

Note 5. Property and Equipment, Net


(amounts in thousands)	March 29, 2025		December 31, 2024
Property and equipment	$	2,033,822	$	1,991,145
Accumulated depreciation	(1,334,070)		(1,309,706)
Total property and equipment, net	$	699,752	$	681,439

The effect on our carrying value of property and equipment due to currency translations for foreign property and equipment, net, was an increase of $7.8 million as of March 29, 2025 compared to December 31, 2024.

Depreciation expense was recorded as follows:


	Three Months Ended
(amounts in thousands)		March 29, 2025		March 30, 2024
Cost of sales		$	19,172	$	19,998
Selling, general and administrative		1,178		1,121
Total depreciation expense		$	20,350	$	21,119

Note 6. Goodwill

Goodwill is tested for impairment on an annual basis during the fourth quarter and between annual tests if indicators of potential impairment exist. Between annual testing dates, the Company monitors factors such as its market capitalization, comparable company market multiples, macroeconomic conditions and individual reporting unit financial performance to identify conditions that could impact the Company’s assumptions utilized in the determination of the estimated fair values of the Company’s reporting units and indefinite-lived intangible assets significantly enough to trigger an interim impairment test.

The goodwill impairment tests are based on determining the fair value of the specified reporting units based on management judgments and assumptions using the discounted cash flows under the income approach classified in Level 3 of the fair value hierarchy and comparable company market valuation classified in Level 2 of the fair value hierarchy approaches. The valuation approaches are subject to key judgments and assumptions that are sensitive to change such as judgments and assumptions including revenue growth rates, expected EBITDA margins, market multiples, discount rates, capital expenditures and terminal growth rates.

F-15

As previously disclosed, following our 2024 annual impairment test for our North America reporting unit, we concluded that, while no impairment existed as of the test date, the fair value of our reporting unit exceeded its carrying value by less than 10%. During the first quarter of 2025, the Company determined that a triggering event occurred, requiring an interim goodwill impairment test for its North America reporting unit as of March 29, 2025. This was due to factors that increased short term sales and EBITDA volatility, reflecting anticipated economic headwinds, deterioration of market demand versus previous expectations, and uncertainty around how potential increases in inflationary pressures on imports will impact customer demand. These factors include a decrease in the US GDP growth consensus estimate for 2025 by approximately 40 basis points from the end of 2024. Further, the National Association of Homebuilders reported that single-family starts are projected to grow 70 basis points less than previously estimated, and multifamily starts are expected to decline 6.0% in 2025, down from a 3.5% decline cited in previous reports. Additionally, during the quarter, we saw a continued decline in the market price of our common stock, resulting in a decrease in our market capitalization. The impairment test indicated a non-cash goodwill impairment charge related to the North America reporting unit of $137.7 million, which the Company recorded in the consolidated statements of operations during the three months ended March 29, 2025. Following this impairment charge to our North America reporting unit, the fair values of both of our reporting units approximate their carrying value.

A significant or prolonged deterioration in economic conditions, a further decline in projected future cash flows, or increases in the discount rates, could impact the Company’s assumptions and require a reassessment of goodwill for possible impairment in future periods. Future declines in estimated after tax cash flows, increases in the discount rates or a decline in market capitalization could result in an additional indication of impairment in one or more of the Company’s reporting units.

The following table summarizes the changes in goodwill by reportable segment:


(amounts in thousands)	North America		Europe		Total Reportable Segments


Gross carrying amount at December 31, 2024	$	181,025	$	250,636	$	431,661

Currency translation	23		11,977		12,000
Gross carrying amount at March 29, 2025	$	181,048	$	262,613	$	443,661




Accumulated impairment losses at December 31, 2024	$	—	$	(116,494)	$	(116,494)
Impairment	(137,721)		—		(137,721)
Currency translation	—		(4,281)		(4,281)
Accumulated impairment losses at March 29, 2025	$	(137,721)	$	(120,775)	$	(258,496)

Balance, net of impairment at March 29, 2025	$	43,327	$	141,838	$	185,165

Note 7. Intangible Assets, Net

The cost and accumulated amortization values of our intangible assets were as follows:


	March 29, 2025
(amounts in thousands)	Cost		Accumulated Amortization		Net Book Value
Customer relationships and agreements	$	122,215	$	(94,660)	$	27,555
Software	78,835		(32,616)		46,219
Trademarks and trade names	31,843		(12,734)		19,109
Patents, licenses and rights	13,524		(5,853)		7,671
Total amortizable intangibles	$	246,417	$	(145,863)	$	100,554

F-16


	December 31, 2024
(amounts in thousands)	Cost		Accumulated Amortization		Net Book Value
Customer relationships and agreements	$	119,674	$	(90,073)	$	29,601
Software	76,048		(30,021)		46,027
Trademarks and trade names	31,384		(12,113)		19,271
Patents, licenses and rights	12,627		(5,539)		7,088
Total amortizable intangibles	$	239,733	$	(137,746)	$	101,987

We recorded accelerated amortization of $14.1 million during the three months ended March 30, 2024, for an ERP that we are no longer utilizing after we completed our related obligations under the JW Australia Transition Services Agreement during the first quarter of 2024. The expense was recorded within SG&A expense in the accompanying consolidated statements of operations.

The effect on our carrying value of intangible assets due to currency translations for foreign intangible assets was an increase of $0.6 million as of March 29, 2025 compared to December 31, 2024.

Amortization expense was recorded as follows:


	Three Months Ended
(amounts in thousands)		March 29, 2025		March 30, 2024
Amortization expense		$	5,493	$	18,916

Note 8. Accrued Expenses and Other Current Liabilities

Accrued expenses and other current liabilities consisted of the following:


(amounts in thousands)	March 29, 2025		December 31, 2024
Accrued sales and advertising rebates	$	55,897	$	74,043
Current portion of operating lease liability	32,922		32,738
Non-income related taxes	23,693		19,952
Current portion of warranty liability (Note 9)	18,759		18,394
Accrued freight	16,351		15,174
Current portion of accrued claim costs relating to self-insurance programs	14,540		15,254
Current portion of restructuring accrual (Note 16)	11,573		7,605
Accrued expenses	10,108		10,783
Accrued interest payable	9,806		9,846
Current portion of derivative liability (Note 19)	9,138		2,905
Legal claims provision (Note 21)	5,059		4,678
Deferred revenue and customer deposits	4,463		5,404
Accrued income taxes payable	4,180		7,433

Total accrued expenses and other current liabilities	$	216,489	$	224,209

The accrued sales and advertising rebates, accrued interest payable, accrued freight, and non-income related taxes can significantly fluctuate period-over-period due to timing of payments.

Note 9. Warranty Liability

Warranty terms range from one year to lifetime on certain window and door components. Warranties are normally limited to servicing or replacing defective components for the original customer. Product defects arising within six months of sale are classified as manufacturing defects and are not included in the current period expense below. Some warranties are transferable to subsequent owners and are either limited to 10 years from the date of manufacture or require pro rata payments from the customer. Estimated warranty costs based on historical experience are recorded as a provision at the time of sale. The provision is adjusted periodically to reflect actual experience.

F-17

An analysis of our warranty liability is as follows:


(amounts in thousands)	March 29, 2025		March 30, 2024
Balance as of January 1	$	47,289	$	53,247
Current period charges	2,943		6,027
Experience adjustments	—		394
Payments	(5,820)		(6,760)

Currency translation	295		(330)
Balance at period end	$	44,707	$	52,578
Current portion	(18,759)		(22,201)
Long-term portion	$	25,948	$	30,377

The most significant component of our warranty liability was in the North America segment. As of March 29, 2025, the warranty liability in the North America segment totaled $38.4 million, after discounting future estimated cash flows at rates between 4.30% and 4.57%. Without discounting, the liability would have increased by approximately $3.3 million.

Note 10. Long-Term Debt

Our long-term debt, net of original issue discounts and unamortized debt issuance costs, consisted of the following:


	March 29, 2025	March 29, 2025		December 31, 2024
(amounts in thousands)	Interest Rate
Senior Notes	4.88% - 7.00%	$	750,000	$	750,000

Term Loan Facility	6.44%(1)	380,888		380,888

Finance leases and other financing arrangements	1.00% - 8.28%(1)	59,445		61,071

Total Debt		$	1,190,333	$	1,191,959
Unamortized debt issuance costs and original issue discounts		(8,124)		(8,583)
Current maturities of long-term debt		(25,088)		(30,927)
Long-term debt		$	1,157,121	$	1,152,449

(1)Term Loan Facility and certain finance leases and other financing arrangements are subject to variable interest rates.

Summaries of our significant changes to outstanding debt agreements as of March 29, 2025, are as follows:

Senior Secured Notes and Senior Notes

In December 2017, we issued $800.0 million of Senior Notes in two tranches: $400.0 million bearing interest at 4.63% and maturing in December 2025, and $400.0 million bearing interest at 4.88% and maturing in December 2027 in a private placement for resale to qualified institutional buyers pursuant to Rule 144A under the Securities Act.

In May 2020, we issued $250.0 million of Senior Secured Notes bearing interest at 6.25% and maturing in May 2025 in a private placement for resale to qualified institutional buyers pursuant to Rule 144A under the Securities Act. The proceeds were net of fees and expenses associated with debt issuance, including an underwriting fee of 1.25%. Interest is payable semiannually, in arrears, each May and November.

In August 2023, we redeemed all $250.0 million of our 6.25% Senior Secured Notes and $200.0 million of our 4.63% Senior Notes. The Company recognized a pre-tax loss of $6.5 million on the redemption in the third quarter of 2023, consisting of $3.9 million in call premium and $2.6 million in accelerated amortization of debt issuance costs.

In August 2024, we issued $350.0 million of Senior Notes bearing interest at 7.00% and maturing September 2032 in a private placement for resale to qualified institutional buyers pursuant to Rule 144A under the Securities Act. The proceeds were net of fees and expenses associated with debt issuance including an underwriting fee of 1.25%. We incurred debt issuance costs of $5.5 million which will be amortized to interest expense over the life of the notes using the effective interest method. Interest is payable semiannually, in arrears, each March and September.

In September 2024, we utilized a portion of the proceeds from the issuance of our 7.00% Senior Notes described above to redeem the remaining $200.0 million of our 4.63% Senior Notes. The Company recognized a pre-tax loss of $0.5 million on the redemption in the third quarter of 2024, consisting entirely in accelerated amortization of debt issuance costs.

F-18

Term Loan Facility

U.S. Facility - Initially executed in October 2014, we amended the Term Loan Facility in July 2021 to, among other things, extend the maturity date from December 2024 to July 2028 and provide additional covenant flexibility. Pursuant to the amendment, certain existing and new lenders advanced $550.0 million of replacement term loans, the proceeds of which were used to prepay in full the amount outstanding under the previously existing term loans. The replacement term loans originally bore interest at LIBOR (subject to a floor of 0.00%) plus a margin of 2.00% to 2.25% depending on JWI’s corporate credit ratings. In addition, the amendment also modified certain other terms and provisions of the Term Loan Facility and added language to address the replacement of LIBOR with a SOFR basis upon June 30, 2023, cessation of the publication of LIBOR. Voluntary prepayments of the replacement term loans are permitted at any time, in certain minimum principal amounts, but were subject to a 1.00% premium during the first six months. The amendment requires 0.25% of the initial principal to be repaid quarterly until maturity. As a result of this amendment, we recognized debt extinguishment costs of $1.3 million, which included $1.0 million of unamortized debt issuance costs and original discount fees.

In January 2024, we amended the Term Loan Facility to lower the applicable margin for replacement term loans, remove certain provisions no longer relevant to the parties, and make certain other technical amendments and related conforming changes. Pursuant to the amendment, replacement term loans bear interest at SOFR plus a margin of 1.75% to 2.00% depending on JWI’s corporate credit ratings, compared to a margin of 2.00% to 2.25% under the previous amendment. All other material terms and conditions of the Term Loan Agreement were unchanged. As a result of this amendment, we recognized debt extinguishment and refinancing costs of $1.4 million, which included $0.8 million of unamortized debt issuance costs and original discount fees.

In February 2024, we entered into interest rate collar agreements with a cap rate of 4.50% paid against one-month USD-SOFR CME Term floored at 3.982% and 3.895% with outstanding notional amounts aggregating to $100.0 million corresponding to that amount of the debt outstanding under our Term Loan Facility. The interest rate collar agreements were designated as cash flow hedges of a portion of the interest obligations on our Term Loan Facility borrowings and mature in February 2026. Refer to Note 19 - Derivative Financial Instruments for more information on our derivative assets and liabilities.

In August 2024, we utilized a portion of the proceeds received from our issuance of $350.0 million of Senior Notes to repay $150.0 million of the outstanding balance of our Term Loan Facility. As of March 29, 2025, the outstanding principal balance, net of original issue discount, was $380.5 million.

Revolving Credit Facility

ABL Facility - Initially executed in 2014, extensions of credit under our ABL Facility are limited by a borrowing base calculated based on specified percentages of the value of eligible accounts receivable and inventory, subject to certain reserves and other adjustments. We pay a fee of 0.25% on the unused portion of the commitments. The ABL Facility has a minimum fixed charge coverage ratio that we are obligated to comply with under certain circumstances. The ABL Facility has various non-financial covenants, including restrictions on liens, indebtedness, dividends, customary representations and warranties, and customary events of defaults and remedies.

In March 2025, we amended the ABL Facility to extend the maturity date from July 2026 to March 2028, replace the CDOR as the applicable rate with respect to loans denominated in Canadian Dollars with the CORRA, and make certain other technical amendments and related conforming changes. All other material terms and conditions of the Credit Agreement were unchanged including the aggregate commitment, which remained at $500.0 million. As a result of this amendment, the Company recognized a pre-tax loss of $0.2 million in the three months ended March 29, 2025, consisting of unamortized issuance costs.

As of March 29, 2025, we had no outstanding borrowings under the ABL Facility, $2.8 million in letters of credit and $366.9 million available under the ABL Facility.

Mortgage Notes

In December 2007, we entered into thirty-year mortgage notes secured by land and buildings in Denmark with principal payments which began in 2018. In October 2024, we repaid the entire remaining principal balance of the mortgage notes of DKK 142.5 million ($20.7 million).

Finance leases and other financing arrangements

In addition to finance leases, we include loans secured by equipment in this category. As of March 29, 2025, we had $59.4 million outstanding in this category, with maturities ranging from 2025 to 2031.

As of March 29, 2025, we were in compliance with the terms of all our Credit Facilities and the indentures governing the Senior Notes.

F-19

Note 11. Income Taxes

The effective income tax rate was (0.3)% and 11.0% for the three months ended March 29, 2025 and March 30, 2024, respectively. In accordance with ASC 740-270, we recorded an income tax expense of $0.6 million and an income tax benefit of $3.4 million in the three months ended March 29, 2025 and March 30, 2024, respectively. We applied our estimated annual effective tax rate to year-to-date income for includable entities during the respective periods. Entities that are currently generating losses and for which there is a full valuation allowance are excluded from the worldwide effective tax rate calculation and are calculated separately.

The impact of significant discrete items is separately recognized in the quarter in which they occur. The tax expense for discrete items included in the tax provision for the three months ended March 29, 2025, was $14.4 million, compared to a tax expense of $2.6 million for the three months ended March 30, 2024. The discrete tax expense amounts for the three months ended March 29, 2025 comprised primarily of $14.2 million attributable to the valuation allowance on state tax attributes, $9.8 million tax benefit due to goodwill impairment, $8.5 million of tax expense related to the court-ordered divestiture of Towanda and $1.1 million of tax expense attributable to share-based compensation. The discrete tax expense amounts for the three months ended March 30, 2024 comprised primarily of a net $2.0 million of tax expense due to changes in UTPs and a $0.4 million increase to the valuation allowance.

A valuation allowance is recorded when it is more likely than not that some portion of the deferred tax assets will not be realized. In making this determination, we consider all available positive and negative evidence and make certain assumptions. We consider, among other things, our deferred tax liabilities, the overall business environment, our historical earnings and losses, current industry trends, and our outlook for future periods including consideration of certain strategic actions and tax planning opportunities we expect to consummate within the year.

Under ASC 740-10, we provide for UTPs and the related interest expense by adjusting unrecognized tax benefits and accrued interest accordingly. We recognize potential interest and penalties related to unrecognized tax benefits in income tax expense. As of March 29, 2025 and December 31, 2024, we had a liability for unrecognized tax benefits without regard to accrued interest of $45.3 million and $43.7 million, respectively.

The U.S. Congress, the OECD, the EU and other government agencies in jurisdictions in which we and our affiliates do business have maintained a focus on the taxation of multinational companies. During 2023, the OECD issued administrative guidance for Pillar Two, which generally imposes a 15% global minimum tax on multinational companies. Many Pillar Two rules are effective for fiscal years beginning on January 1, 2024, with other aspects to be effective from 2025. We regularly monitor developments in our jurisdictions and consider the impact of the tax-related proposals as they arise. We have included the estimated impacts of Pillar Two rules in our estimated annual effective tax rate.

As of March 29, 2025, the Company maintained a partial indefinite reinvestment assertion on its post-2017 undistributed foreign earnings.

Note 12. Segment Information

We report our segment information in the same way management internally organizes the business to assess performance and make decisions regarding allocation of resources in accordance with ASC 280-10 - Segment Reporting. Management, inclusive of the CODM, reviews net revenues and Adjusted EBITDA to evaluate segment performance and allocate resources. We define Adjusted EBITDA as income (loss), net of tax, adjusted for the following items: income tax expense (benefit); depreciation and amortization; interest expense (income), net; and certain special items consisting of non-recurring net legal and professional expenses and settlements; goodwill impairment; restructuring and asset-related charges; M&A related costs; net (gain) loss on sale of business, property and equipment; loss on extinguishment and refinancing of debt; share-based compensation expense; non-cash foreign exchange transaction/translation (gain) loss; and other special items. We use Adjusted EBITDA because we believe this measure assists investors and analysts in comparing our operating performance across reporting periods on a consistent basis by excluding items that we do not believe are indicative of our core operating performance. For each of our segments, our CODM uses Adjusted EBITDA to measure operational performance by comparing historical, actual and forecasted amounts on a regular basis, and to allocate resources in the annual budget and forecasting process. Adjusted EBITDA is also a significant performance measure in our annual incentive compensation.

We have two reportable segments, organized and managed principally in geographic regions: North America and Europe. We report all other business activities in Corporate and unallocated costs. The Company’s two reportable segments are defined as follows:

North America – Within our North America segment, the Company supplies windows and doors for residential and commercial markets, serving both new construction and repair & remodel projects. These products reach builders, repair and replacement contractors, architects, and homebuilders through direct and indirect channels, including dealer and distribution networks.

F-20

Europe – Within our Europe segment, the Company manufactures and supplies to retailers, merchants, housebuilders and construction companies’ interior doors, doorsets and door kits, in wood and steel, with both standard and high-performance features.

Factors considered in determining the two reportable segments include the nature of business activities, the management structure accountable directly to the CODM, the discrete financial information regularly provided to the CODM, and information presented to the Board of Directors and investors. The CODM is the CEO. No operating segments have been aggregated for our presentation of reportable segments.

F-21

The following tables set forth certain information relating to our segments’ operations:


	Three Months Ended March 29, 2025
(amounts in thousands)	North America		Europe		Total
Revenues from external customers	$	530,561	$	245,445	$	776,006
Intersegment net revenues	33		489		522
Total segment net revenues	$	530,594	$	245,934	$	776,528

Reconciliation of Revenue
Elimination of intersegment net revenues					(522)
Total consolidated net revenues					$	776,006

Less:
Adjusted cost of sales	$	465,648	$	197,854	$	663,502
Adjusted selling, general and administrative	69,499		44,261		113,760
Other segment items(1)	(20,110)		(7,327)		(27,437)


Adjusted EBITDA	$	15,524	$	10,657	$	26,181

Total Reportable Segment Adjusted EBITDA					$	26,181
Less:
Depreciation and amortization					27,295
Interest expense, net					14,918
Corporate and unallocated costs					4,312
Special items:
Net legal and professional expenses and settlements					11,882
Goodwill impairment					137,721
Restructuring and asset-related charges					14,546
M&A related costs					(613)
Net gain on sale of business, property and equipment					(653)
Loss on extinguishment and refinancing of debt					237
Share-based compensation expense					3,228


Other special items					2,828
Loss, before tax					$	(189,520)

(1)Other segment items included depreciation and amortization, which are included as a component of the significant expense categories regularly provided to the CODM above but are not included in the measure of segment profit, as well as other items, which are excluded from the categories regularly provided to the CODM, which primarily included:

North America - Refund of deposits for antidumping and countervailing duties on wood mouldings and millwork products purchased from China from 2022 to 2023.

Europe - Pension expense and foreign currency gains.


	Three Months Ended March 29, 2025
(amounts in thousands)	North America		Europe		Corporate and Unallocated Costs		Total Consolidated
Depreciation and amortization	$	17,325	$	7,565	$	2,405	$	27,295
Capital expenditures	27,736		10,290		3,928		41,954
Segment assets	1,349,336		774,988		294,591		2,418,915

F-22


	Three Months Ended March 30, 2024
(amounts in thousands)	North America		Europe		Total
Revenues from external customers	$	679,994	$	279,132	$	959,126
Intersegment net revenues	8		666		674
Total segment net revenues	$	680,002	$	279,798	$	959,800

Reconciliation of Revenue
Elimination of intersegment net revenues					(674)
Total consolidated net revenues					$	959,126

Less:
Adjusted cost of sales	$	562,164	$	223,053	$	785,217
Adjusted selling, general and administrative	77,706		48,746		126,452
Other segment items(1)	(21,074)		(7,170)		(28,244)


Adjusted EBITDA	$	61,198	$	14,503	$	75,701

Total Reportable Segment Adjusted EBITDA					$	75,701
Less:
Depreciation and amortization					41,429
Interest expense, net					15,692
Corporate and unallocated costs					6,993
Special items:
Net legal and professional expenses and settlements					17,190

Restructuring and asset-related charges					18,059
M&A related costs					1,125
Net gain on sale of business, property and equipment					(2,865)
Loss on extinguishment and refinancing of debt					1,449
Share-based compensation expense					5,059

Non-cash foreign exchange transaction/translation gain					(1,546)
Other special items					4,277
Loss, before tax					$	(31,161)

North America - Refund of deposits for antidumping and countervailing duties on wood mouldings and millwork products purchased from China from 2020 to 2022.

Europe - Pension expense and foreign currency losses.


	Three Months Ended March 30, 2024
(amounts in thousands)	North America		Europe		Corporate and Unallocated Costs		Total Consolidated
Depreciation and amortization	$	17,991	$	7,493	$	15,945	$	41,429
Capital expenditures	21,324		10,914		2,474		34,712
Segment assets	1,683,330		936,605		313,831		2,933,766

Note 13. Capital Stock

Preferred Stock - Our Board of Directors is authorized to issue Preferred Stock from time to time in one or more series and with such rights, privileges, and preferences as the Board of Directors shall from time to time determine. We have not issued any shares of Preferred Stock.

F-23

Common Stock - Common Stock includes the basis of outstanding shares plus amounts recorded as additional paid-in capital. Shares outstanding exclude the shares issued to the Employee Benefit Trust that are considered similar to treasury shares and total 193,941 shares at both March 29, 2025 and December 31, 2024, with a total original issuance value of $12.4 million.

We record share repurchases on their trade date and reduce shareholders’ equity and increase accounts payable. Repurchased shares are retired, and the excess of the repurchase price over the par value of the shares is charged to retained earnings.

On July 28, 2022, the Board of Directors reduced our previous repurchase authorization of $400.0 million to a total aggregate value of $200.0 million with no expiration date. As of March 29, 2025, $175.7 million remained under the repurchase program.

During the three months ended March 29, 2025 and March 30, 2024, we did not repurchase shares of our Common Stock.

Note 14. Loss Per Share

The basic and diluted loss per share calculations were determined based on the following share data:


	Three Months Ended
		March 29, 2025	March 30, 2024







Weighted average outstanding shares of Common Stock basic		84,917,294	85,520,145
Restricted stock units, performance share units and options to purchase Common Stock		—	—
Weighted average outstanding shares of Common Stock diluted		84,917,294	85,520,145

For the three months ended March 29, 2025 and March 30, 2024, we had net losses from operations. As a result, no potentially dilutive securities were included in the denominator for computing diluted loss per share as their inclusion would have been antidilutive.

The following table provides the securities that could potentially dilute basic earnings per share in the future but were not included in the computation of diluted income per share as their inclusion would be anti-dilutive:


	Three Months Ended
		March 29, 2025	March 30, 2024
Common Stock options		1,558,883	1,230,888
Restricted stock units		1,205,152	1,304,172
Performance share units		64,781	355,467

Note 15. Stock Compensation

The activity under our incentive plans for the periods presented is reflected in the following tables:


	Three Months Ended
	March 29, 2025			March 30, 2024
	Shares	Weighted Average Exercise Price Per Share		Shares	Weighted Average Exercise Price Per Share
Options granted	536,432	$	9.05	365,412	$	18.52
Options cancelled	41,989	$	22.28	9,140	$	27.37
Options exercised	—	$	—	143,180	$	14.09

	Shares	Weighted Average Grant Date Fair Value		Shares	Weighted Average Grant Date Fair Value
RSUs granted	1,386,301	$	9.02	835,911	$	18.52

PSUs granted	620,673	$	9.47	417,347	$	22.60

F-24

Share-based compensation expense was $3.2 million and $5.1 million for the three months ended March 29, 2025 and March 30, 2024, respectively. As of March 29, 2025, we had $25.8 million of total unrecognized compensation expense related to non-vested share-based compensation arrangements. This cost is expected to be recognized over the remaining weighted-average vesting period of 1.9 years.

Note 16. Restructuring and Asset-Related Charges

We engage in restructuring activities focused on improving productivity and operating margins. Restructuring costs primarily relate to costs associated with workforce reductions, plant consolidations and closures, and changes to the management structure to align with our operations. Other restructuring associated costs primarily consist of equipment relocation and facility restoration costs. Asset-related charges consist of accelerated depreciation and amortization of assets due to changes in asset useful lives.

The following table summarizes the restructuring and asset-related charges for the periods indicated:


(amounts in thousands)	North America		Europe		Corporate and Unallocated Costs		Total Consolidated
Three Months Ended March 29, 2025
Restructuring severance and employee-related charges(1)	$	10,019	$	1,850	$	736	$	12,605
Other restructuring associated costs, net	644		1,131		—		1,775
Asset-related charges	—		166		—		166
Other restructuring associated costs and asset-related charges, net	644		1,297		—		1,941
Total restructuring and asset-related charges, net	$	10,663	$	3,147	$	736	$	14,546

Three Months Ended March 30, 2024
Restructuring severance and employee-related charges	$	8,889	$	3,398	$	205	$	12,492
Other restructuring associated costs, net	2,090		558		—		2,648
Asset-related charges	2,919		—		—		2,919
Other restructuring associated costs and asset-related charges, net	5,009		558		—		5,567
Total restructuring and asset-related charges, net	$	13,898	$	3,956	$	205	$	18,059

(1)In the first quarter of fiscal 2025, the Company implemented a reduction in force, which is substantially complete as of March 29, 2025. The charges incurred in the three months ended March 29, 2025, were included in restructuring and asset-related charges, net in the accompanying consolidated statement of operations and include $2.8 million related to North America and $0.7 million related to Corporate.

The following is a summary of the restructuring accruals recorded, and charges incurred:


(amounts in thousands)	March 29, 2025		December 31, 2024
Balance as of January 1	$	7,605	$	3,375
Current period charges, net	14,380		45,377
Payments	(10,585)		(40,879)
Currency translation	173		(268)
Balance at period end	$	11,573	$	7,605

Restructuring accruals are expected to be paid within the next 12 months and are included within accrued expenses and other current liabilities in the consolidated balance sheets.

F-25

In the second quarter of 2024, we announced plans to close two manufacturing facilities, located in Vista, California and Hawkins, Wisconsin in a continuing effort to simplify our footprint and drive operational efficiencies. As of March 29, 2025, the remaining restructuring accrual for these plans is $0.3 million and the remaining cash outlay is expected to be $4.1 million. We are substantially complete with the facility closures as of March 29, 2025.