Document and Entity Information
Document and Entity Information | 9 Months Ended |
Oct. 03, 2015shares | |
Document Information [Line Items] | |
Entity Registrant Name | ASSOCIATED MATERIALS, LLC |
Entity Central Index Key | 802,967 |
Document Type | 10-Q |
Document Period End Date | Oct. 3, 2015 |
Amendment Flag | false |
Membership interests description | The registrant’s membership interests outstanding were held by an affiliate of the Registrant |
Document Fiscal Year Focus | 2,015 |
Document Fiscal Period Focus | Q3 |
Current Fiscal Year End Date | --01-02 |
Entity Filer Category | Non-accelerated Filer |
Common Shares Outstanding | 0 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands | Oct. 03, 2015 | Jan. 03, 2015 |
Current assets: | ||
Cash and cash equivalents | $ 7,941 | $ 5,963 |
Accounts receivable, net | 163,075 | 125,121 |
Inventories | 155,192 | 145,532 |
Income taxes receivable | 233 | 144 |
Deferred income taxes | 2,439 | 2,439 |
Prepaid expenses and other current assets | 11,874 | 15,859 |
Total current assets | 340,754 | 295,058 |
Property, plant and equipment, at cost | 186,890 | 178,014 |
Less accumulated depreciation | 92,920 | 84,114 |
Property, plant and equipment, net | 93,970 | 93,900 |
Goodwill | 307,205 | 317,257 |
Other intangible assets, net | 408,353 | 437,300 |
Other assets | 14,782 | 18,662 |
Total assets | 1,165,064 | 1,162,177 |
Current liabilities: | ||
Accounts payable | 127,869 | 94,768 |
Accrued liabilities | 105,814 | 81,734 |
Deferred income taxes | 2,083 | 1,292 |
Income taxes payable | 2,158 | 1,782 |
Total current liabilities | 237,924 | 179,576 |
Deferred income taxes | 85,882 | 88,330 |
Other liabilities | 121,597 | 129,016 |
Long-term debt | $ 927,525 | $ 903,404 |
Commitments and contingencies | ||
Member’s equity | $ (207,864) | $ (138,149) |
Total liabilities and member's equity | $ 1,165,064 | $ 1,162,177 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Comprehensive Loss (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Oct. 03, 2015 | Sep. 27, 2014 | Oct. 03, 2015 | Sep. 27, 2014 | |
Statement of Comprehensive Income [Abstract] | ||||
Net sales | $ 339,787 | $ 353,742 | $ 891,402 | $ 870,206 |
Cost of sales | 258,083 | 279,131 | 686,780 | 689,167 |
Gross profit | 81,704 | 74,611 | 204,622 | 181,039 |
Selling, general and administrative expenses | 61,391 | 62,254 | 182,027 | 181,516 |
Goodwill, Impairment Loss | 0 | 148,504 | 0 | 148,504 |
Impairment of Intangible Assets (Excluding Goodwill) | 0 | 89,687 | 0 | 89,687 |
Restructuring costs | 1,787 | 0 | 1,787 | (331) |
Income from operations | 18,526 | (225,834) | 20,808 | (238,337) |
Interest expense, net | 20,808 | 20,749 | 62,670 | 61,828 |
Foreign currency loss (gain) | 806 | 220 | 1,923 | 836 |
Income (loss) before income taxes | (3,088) | (246,803) | (43,785) | (301,001) |
Income tax expense | 2,116 | (27,627) | 4,879 | (24,868) |
Net income (loss) | (5,204) | (219,176) | (48,664) | (276,133) |
Other comprehensive income (loss): | ||||
Pension and other postretirement benefit adjustments, net of tax | 145 | 3 | 444 | 11 |
Foreign currency translation adjustments, net of tax | (8,659) | (11,232) | (21,624) | (10,075) |
Total comprehensive income (loss) | $ (13,718) | $ (230,405) | $ (69,844) | $ (286,197) |
Condensed Consolidated Stateme4
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 9 Months Ended | |
Oct. 03, 2015 | Sep. 27, 2014 | |
Capital Expenditures Incurred but Not yet Paid | $ 614 | $ 759 |
Operating Activities | ||
Net loss | 48,664 | 276,133 |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 30,016 | 31,912 |
Deferred income taxes | 926 | (22,137) |
Impairment of goodwill and other intangible assets | 0 | 238,191 |
Non-cash portion of restructuring costs | 4,035 | (331) |
Provision for losses on accounts receivable | 1,137 | 1,620 |
Amortization of deferred financing costs and premium on senior notes | 2,696 | 2,802 |
Loss (gain) on sale or disposal of assets | (45) | (27) |
Other non-cash charges | 129 | 381 |
Changes in operating assets and liabilities: | ||
Accounts receivable | (42,005) | (52,803) |
Inventories | (15,974) | (35,128) |
Accounts payable and accrued liabilities | 59,732 | 80,735 |
Income taxes receivable / payable | (506) | (2,190) |
Other assets and liabilities | (1,031) | (16,656) |
Net cash used in operating activities | (8,542) | (45,384) |
Investing Activities | ||
Capital expenditures | (14,628) | (8,472) |
Proceeds from sale of assets | 140 | 9 |
Net cash (used in) provided by investing activities | (14,488) | (8,463) |
Financing Activities | ||
Borrowings under ABL facilities | 135,731 | 161,931 |
Payments under ABL facilities | (110,653) | (116,017) |
Net cash provided by (used in) financing activities | 25,078 | 45,914 |
Effect of exchange rate changes on cash and cash equivalents | (70) | (471) |
Net increase (decrease) in cash and cash equivalents | 1,978 | (8,404) |
Cash and cash equivalents at beginning of period | 5,963 | 20,815 |
Cash and cash equivalents at end of period | 7,941 | 12,411 |
Supplemental information: | ||
Cash paid for interest | 40,947 | 39,652 |
Cash paid for income taxes | $ 3,525 | $ 2,545 |
Basis of Presentation
Basis of Presentation | 9 Months Ended |
Oct. 03, 2015 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation | Basis of Presentation Associated Materials, LLC (the “Company”) is a 100% owned subsidiary of Associated Materials Incorporated, formerly known as AMH Intermediate Holdings Corp. (“Holdings”). Holdings is a wholly owned subsidiary of Associated Materials Group, Inc., formerly known as AMH Investment Holdings Corp. (“Parent”), which is controlled by investment funds affiliated with Hellman & Friedman LLC (“H&F”). Holdings and Parent do not have material assets or operations other than their direct and indirect ownership, respectively, of the membership interests of the Company. Approximately 97% of the capital stock of Parent is owned by investment funds affiliated with H&F. The condensed consolidated financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”) for interim financial reporting, the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, these interim condensed consolidated financial statements contain all of the normal recurring accruals and adjustments considered necessary for a fair presentation of the unaudited results for the quarters and nine months ended October 3, 2015 and September 27, 2014 . These financial statements should be read in conjunction with the Company’s audited financial statements and notes thereto included in its Annual Report on Form 10-K for the year ended January 3, 2015 , filed with the Securities and Exchange Commission (“SEC”) on March 23, 2015 (“Annual Report”). A detailed description of the Company’s significant accounting policies and management judgments is located in the audited financial statements included in its Annual Report. The Company is a leading, vertically integrated manufacturer and distributor of exterior residential building products in the United States (“U.S.”) and Canada. The Company was founded in 1947 when it first introduced residential aluminum siding under the Alside ® name. The Company offers a comprehensive range of exterior building products, including vinyl windows, vinyl siding, aluminum trim coil, aluminum and steel siding and related accessories, which are produced at the Company’s 11 manufacturing facilities. The Company also sells complementary products that it sources from a network of manufacturers, such as roofing materials, cladding materials, insulation, exterior doors, equipment and tools. The Company also provides installation services. The Company distributes these products through its extensive dual-distribution network to over 50,000 professional exterior contractors, builders and dealers, whom the Company refers to as its “contractor customers.” This dual-distribution network consists of 122 company-operated supply centers, through which the Company sells directly to its contractor customers, and its direct sales channel, through which the Company sells to more than 275 independent distributors, dealers and national account customers. Because most of the Company’s building products are intended for exterior use, sales and operating profits tend to be lower during periods of inclement weather. Weather conditions in the first quarter of each calendar year usually result in that quarter producing significantly less net sales and net cash flows from operations than in any other period of the year. Consequently, the Company has historically had losses or small profits in the first quarter and lower profits from operations in the fourth quarter of each calendar year. Therefore, the results of operations for any interim period are not necessarily indicative of the results of operations for a full fiscal year. Certain items previously reported in specific financial statement captions have been reclassified to conform to the fiscal 2015 presentation. Recent Accounting Pronouncements In July 2015, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2015-11, Simplifying the Measurement of Inventory (“ASU 2015-11”). ASU 2015-11 simplifies the subsequent measurement of inventory by requiring inventory to be measured at the lower of cost and net realizable value (“NRV”). The new guidance eliminates the need to determine replacement cost and evaluate whether it is above the ceiling (NRV) or below the floor (NRV less a normal profit margin) under the current lower of cost or market guidance. ASU 2015-11 applies only to inventories for which cost is determined by methods other than last-in first-out and the retail inventory method. It is effective for public entities for fiscal years and interim periods within those years, beginning after December 15, 2016. The Company does not believe that the adoption of the provisions of ASU 2015-11 will have a material impact on its consolidated financial position, results of operations or cash flows. In May 2015, the FASB issued ASU No. 2015-07, Disclosure for Investments in Certain Entities That Calculate Net Asset Value per Share (or Its Equivalent) (“ASU 2015-07”). ASU 2015-07 eliminates the requirement to categorize within the fair value hierarchy all investments for which fair value is measured using the net asset value per share practical expedient. The new guidance requires an entity to disclose the fair value of investments measured using the net asset value practical expedient so that the financial statement user can reconcile amounts reported in the fair value hierarchy table to amounts reported on the balance sheet. ASU 2015-07 is effective for public entities for fiscal years and interim periods within those years, beginning after December 15, 2015. The Company does not believe that the adoption of the provisions of ASU 2015-07 will have a material impact on its consolidated financial position, results of operations or cash flows. In April 2015, the FASB issued ASU No. 2015-05, Customer’s Accounting for Fees Paid in a Cloud Computing Arrangement (“ASU 2015-05”). ASU 2015-05 provides guidance on determining whether a cloud computing arrangement contains a software license that should be accounted for as internal-use software. If the arrangement contains a software license, then the customer should account for the fees related to the software license element consistent with the acquisition of other software licenses. If the arrangement does not contain a software license, the customer should account for the arrangement as a service contract. ASU 2015-05 is effective for public entities for fiscal years and interim periods within those years, beginning after December 15, 2015. An entity may apply the guidance retrospectively or prospectively to arrangements entered into, or materially modified, after the effective date. The Company does not believe that the adoption of the provisions of ASU 2015-05 will have a material impact on its consolidated financial position, results of operations or cash flows. In April 2015, the FASB issued ASU No. 2015-03, Simplifying the Presentation of Debt Issuance Costs (“ASU 2015-03”). ASU 2015-03 requires debt issuance costs related to a recognized debt liability to be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability rather than an asset, consistent with the presentation of debt discounts. The recognition and measurement of debt issuance costs are not affected by the new guidance. ASU 2015-03 is effective for public entities for fiscal years and interim periods within those years, beginning after December 15, 2015. An entity is required to apply ASU 2015-03 on a retrospective basis and comply with the applicable disclosures, which include the nature of and reason for the change in accounting principle, the transition method, a description of the prior-period information that has been retrospectively adjusted, and the effect of the change on the financial statement line items (that is, the debt issuance cost asset and the debt liability). In August 2015, the FASB issued ASU No. 2015-15, Presentation and Subsequent Measurement of Debt Issuance Costs Associated with Line-of-Credit Arrangements (“ASU 2015-15”). ASU 2015-15 provides that, given the absence of authoritative guidance in ASU 2015-03 with respect to presentation or subsequent measurement of debt issuance costs related to line-of-credit arrangements, an entity is permitted to defer and present debt issuance costs as an asset and subsequently amortize the deferred debt issuance costs ratably over the term of the line-of-credit arrangement, regardless of whether there are any outstanding borrowings on the line-of-credit arrangement. The Company does not believe that the adoption of the provisions of either ASU 2015-03 or ASU 2015-15 will have a material impact on its consolidated financial position, results of operations or cash flows. In August 2014, the FASB issued ASU No. 2014-15, Presentation of Financial Statements - Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern (“ASU 2014-15”). ASU 2014-15 requires management to evaluate, in connection with preparing financial statements for each annual and interim reporting period, whether there are conditions or events, considered in the aggregate, that raise substantial doubt about an entity’s ability to continue as a going concern within one year after the date that the financial statements are issued and to provide certain disclosures if it concludes that substantial doubt exists. ASU 2014-15 is effective for all entities for the annual period ending after December 15, 2016, and for annual and interim periods thereafter, with early adoption permitted. The Company does not believe that the adoption of the provisions of ASU 2014-15 will have a material impact on its consolidated financial position, results of operations or cash flows. In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers (“ASU 2014-09”). The comprehensive new revenue recognition standard supersedes all existing revenue guidance under GAAP and international financial reporting standards. The standard’s core principle is that a company will recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. The standard establishes the following five steps that require companies to exercise judgment when considering the terms of any contract, including all relevant facts and circumstances: Step 1: Identify the contract(s) with the customer, Step 2: Identify the separate performance obligations in the contract, Step 3: Determine the transaction price, Step 4: Allocate the transaction price to the separate performance obligations, and Step 5: Recognize revenue when each performance obligation is satisfied. The new standard also requires significantly more interim and annual disclosures. The new standard allows for either full retrospective or modified retrospective adoption. ASU 2014-09 is effective for fiscal years and interim periods within those years, beginning after December 15, 2016. In August 2015, the FASB issued ASU 2015-14, Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date , which deferred the effective date of the new revenue standard for all entities by one year. The Company is currently assessing the potential impact of the new requirements under the standard. |
Allowance for Doubtful Accounts
Allowance for Doubtful Accounts | 9 Months Ended |
Oct. 03, 2015 | |
Allowance for Doubtful Accounts [Abstract] | |
Allowance for Doubtful Accounts | Allowance for Doubtful Accounts The Company maintains an allowance for doubtful accounts for estimated losses resulting from the inability of its customers to make payments. The allowance for doubtful accounts is based on review of the overall condition of accounts receivable balances and review of significant past due accounts. If the financial condition of the Company’s customers were to deteriorate, resulting in an impairment of their ability to make payments, additional allowances may be required. Account balances are charged off against the allowance for doubtful accounts after all means of collection have been exhausted and the potential for recovery is considered remote. Accounts receivable that are not expected to be collected within one year, net of the related allowance for doubtful accounts, are included in “Other assets” in the Condensed Consolidated Balance Sheets. Allowance for doubtful accounts on accounts receivable consists of the following (in thousands): October 3, 2015 January 3, 2015 Allowance for doubtful accounts, current $ 3,474 $ 3,542 Allowance for doubtful accounts, non-current 4,233 4,549 $ 7,707 $ 8,091 |
Inventories
Inventories | 9 Months Ended |
Oct. 03, 2015 | |
Inventory Disclosure [Abstract] | |
Inventories | Inventories Inventories are valued at the lower of cost (first in, first out) or market. Inventories consist of the following (in thousands): October 3, 2015 January 3, 2015 Raw materials $ 37,434 $ 29,300 Work in process 13,697 16,442 Finished goods 104,061 99,790 $ 155,192 $ 145,532 |
(Goodwill and Other Intangible
(Goodwill and Other Intangible Assets ) | 9 Months Ended |
Oct. 03, 2015 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Other Intangible Assets | Goodwill and Other Intangible Assets The Company reviews goodwill for impairment on an annual basis at the beginning of the fourth quarter, or on an interim basis if there are indicators of potential impairment. The impairment test is conducted with the assistance of an independent valuation firm using an income approach. As there is currently no market for the Company’s equity, management performs the impairment analysis utilizing a discounted cash flow approach that incorporates current estimates regarding performance and macroeconomic factors, discounted at a weighted average cost of capital. Based on its most recent annual step one impairment test of goodwill, performed during the fourth quarter of 2014, as of September 28, 2014, the Company’s fair value exceeded carrying value by approximately 14% . The assumptions utilized to estimate the fair value of the enterprise included 5-year projections of revenue, contribution margin, adjusted EBITDA and cash flows. Additional considerations included industry trends, internal management of operating expenses and anticipated improvements to the manufacturing inefficiencies that hindered its operating results during 2014. The operating results for the period ended October 3, 2015 are meeting or do not significantly deviate from the projections utilized previously during the prior year’s annual step one impairment test. Therefore, the Company did not recognize any impairment losses of its goodwill during the quarter or nine months ended October 3, 2015 and unless market conditions change from current expectations, the Company does not expect that it will have to record additional, material goodwill or non-amortizable intangible impairment charges in the near future. During the first half of 2014, the Company experienced a decline in operating results primarily due to unfavorable weather conditions, weaker growth in the repair and remodeling market and incremental costs associated with the launch of its new window platform. Management initially believed that the impact of some of these conditions could be quickly remedied. However, since lower-than-expected operating results continued throughout the third quarter, the Company determined that an indicator of potential impairment existed and it was more likely than not that its indefinite-lived intangible assets were impaired. It therefore, performed interim impairment testing as of August 31, 2014. The Company completed step one of its goodwill impairment testing with the assistance of an independent valuation firm and determined that the fair value of its single reporting unit was lower than its carrying value. This required the Company to proceed to step two of its impairment analysis. Based on preliminary calculations, the Company recorded an estimated goodwill impairment loss of $148.5 million during the quarter ended September 27, 2014 , which was reduced by $4.3 million during the fourth quarter when the Company finalized step two. The goodwill impairment charge is a non-cash item and does not affect the calculation of the borrowing base or financial covenants in the Company’s credit agreement. There is no tax benefit associated with this non-cash charge. The changes in the carrying amount of goodwill are as follows (in thousands): Goodwill Balance at January 3, 2015 $ 317,257 Foreign currency translation (10,052 ) Balance at October 3, 2015 $ 307,205 At each of the periods ended October 3, 2015 and January 3, 2015 , accumulated goodwill impairment losses were $228.5 million , exclusive of foreign currency translation. The Company’s other intangible assets consist of the following (in thousands): October 3, 2015 January 3, 2015 Cost Accumulated Amortization Net Carrying Value Cost Accumulated Amortization Net Carrying Value Amortized customer bases $ 316,221 $ 123,151 $ 193,070 $ 321,836 $ 106,655 $ 215,181 Amortized non-compete agreements 20 19 1 20 16 4 Total amortized intangible assets 316,241 123,170 193,071 321,856 106,671 215,185 Non-amortized trade names (1) 215,282 — 215,282 222,115 — 222,115 Total intangible assets $ 531,523 $ 123,170 $ 408,353 $ 543,971 $ 106,671 $ 437,300 (1) Balances at October 3, 2015 and January 3, 2015 include impairment charges of $169.6 million , of which $89.7 million were recorded in the second half of 2014 and $79.9 million recorded were recorded in 2011. The Company’s non-amortized intangible assets consist of the Alside ® , Revere ® , Gentek ® , Preservation ® and Alpine ® trade names and are subject to testing for impairment on an annual basis at the beginning of the fourth quarter, or on an interim basis if indicators of potential impairment are present. The Company did not recognize any impairment losses of its other intangible assets during the quarter and nine months ended October 3, 2015 . As noted above, management determined that an indicator of potential impairment existed for the non-amortized trade names as of August 31, 2014 and completed an interim test of the fair value with the assistance of an independent valuation firm. Using the income approach, the Company determined that the fair value of certain non-amortized trade names was lower than the carrying value, and consequently, the Company recorded an impairment charge of $89.7 million during the quarter ended September 27, 2014 . Finite-lived intangible assets, which consist of customer bases and non-compete agreements, are amortized on a straight-line basis over their estimated useful lives. The estimated average amortization period for customer bases and non-compete agreements is 13 years and 3 years, respectively. Amortization expense related to other intangible assets was $6.3 million and $18.8 million for the quarter and nine months ended October 3, 2015 , respectively, and $6.4 million and $19.3 million for the quarter and nine months ended September 27, 2014 , respectively. |
(Manufacturing Restructuing Cos
(Manufacturing Restructuing Costs) | 9 Months Ended |
Oct. 03, 2015 | |
Restructuring and Related Activities [Abstract] | |
Manufacturing Restructuring Costs | Restructuring Costs U.S. Distribution and Corporate Functions During the quarter ended October 3, 2015, the Company announced a restructuring plan focused on realigning certain costs within its U.S. distribution business and select corporate functions. The restructuring plan includes the closure of four underperforming company-operated supply centers in the U.S. and the elimination of its roofing product offering in eleven U.S. supply centers. During the third quarter, the Company recorded restructuring costs of $4.5 million , which reflects a cash charge of $2.2 million and a non-cash charge of $2.3 million . The cash charge relates to early lease termination costs and severance for workforce reductions of $1.4 million and $0.5 million , respectively. Of the total non-cash charge of $2.3 million , $2.2 million is reflected within cost of sales for the quarter ended October 3, 2015, and is related to the write-down of roofing inventory in certain markets. The Company expects the supply center closures to be completed by the end of the fourth quarter. Approximately $0.7 million of cash payments will be made in 2015 in connection with the restructuring plan, primarily related to employee severance and equipment lease termination fees. In the Condensed Consolidated Statements of Comprehensive Loss, the portion of the restructuring charge related to the $2.2 million write-down of roofing inventory is included in “Cost of sales,” while the remaining portion is included in “Restructuring costs.” Manufacturing The Company discontinued its use of the warehouse facility adjacent to the Ennis manufacturing plant during the second quarter of 2009 and recorded a restructuring liability related to the discontinued use of the warehouse facility. During the quarter ended October 3, 2015, the Company re-measured this restructuring liability due to a change in the expected amount of sublease income to be collected over the remaining lease term. A similar re-measurement occurred during the first quarter of 2014 due to a change in the amount and timing of cash flows related to taxes and insurance over the lease term. Consequently, the Company decreased the restructuring liability and recognized a benefit of $0.4 million and $0.3 million , for the quarter and nine month period ended October 3, 2015 and the nine month period ended September 27, 2014 , respectively, within “Restructuring costs” in the Condensed Consolidated Statements of Comprehensive Loss. Changes in the restructuring liability for the quarters and nine months ended October 3, 2015 and September 27, 2014 , respectively, are as follows (in thousands): Quarters Ended October 3, 2015 September 27, 2014 Distribution Manufacturing Total Distribution Manufacturing Total Balance at the beginning of the period $ — $ 1,627 $ 1,627 $ — $ 2,109 $ 2,109 Increase (decrease) 2,177 (442 ) 1,735 — — — Accretion of related lease obligations — 170 170 — 120 120 Payments — (149 ) (149 ) — (185 ) (185 ) Balance at the end of the period $ 2,177 $ 1,206 $ 3,383 $ — $ 2,044 $ 2,044 Nine Months Ended October 3, 2015 September 27, 2014 Distribution Manufacturing Total Distribution Manufacturing Total Balance at the beginning of the period $ — $ 1,960 $ 1,960 $ — $ 2,772 $ 2,772 Increase (decrease) 2,177 (442 ) 1,735 — (331 ) (331 ) Accretion of related lease obligations — 322 322 — 372 372 Payments — (634 ) (634 ) — (769 ) (769 ) Balance at the end of the period $ 2,177 $ 1,206 $ 3,383 $ — $ 2,044 $ 2,044 The restructuring liability is included in “Accrued liabilities” and “Other liabilities” in the Condensed Consolidated Balance Sheets and will continue to be paid until April 2020 and July 2020, the lease expiration dates for the Ennis warehouse facility and the last of the supply center closures, respectively. |
(Product Warranty Costs)
(Product Warranty Costs) | 9 Months Ended |
Oct. 03, 2015 | |
Standard Product Warranty Disclosure [Abstract] | |
Product Warranty Costs | Product Warranty Costs Consistent with industry practice, the Company provides homeowners with limited warranties on certain products, primarily related to window and siding product categories. Changes in the warranty reserve are as follows (in thousands): Quarters Ended Nine Months Ended October 3, September 27, 2014 October 3, September 27, 2014 Balance at the beginning of the period $ 88,901 $ 92,891 $ 89,940 $ 93,207 Provision for warranties issued and changes in estimates for pre-existing warranties 1,513 2,104 4,220 4,930 Claims paid (1,689 ) (1,885 ) (4,752 ) (5,073 ) Foreign currency translation (449 ) (537 ) (1,132 ) (491 ) Balance at the end of the period $ 88,276 $ 92,573 $ 88,276 $ 92,573 On February 13, 2013, the Company entered into a Settlement Agreement and Release of Claims (the “Settlement”) for a class action lawsuit filed by plaintiffs and a putative nationwide class of homeowners regarding certain warranty-related claims for steel and aluminum siding, which became effective on September 2, 2013. The Company expects to incur additional warranty costs associated with the Settlement; however, the Company does not believe the incremental costs, which currently cannot be estimated for recognition purposes, have been or will be material. |
Executive Officers' Separation
Executive Officers' Separation and Hiring Costs | 9 Months Ended |
Oct. 03, 2015 | |
Compensation Related Costs [Abstract] | |
Executive Officers' Separation and Hiring Costs | Executive Officers’ Separation and Hiring Costs Separation and hiring costs related to the Company’s executive officers include payroll taxes, certain benefits and related professional fees, all of which are recorded as a component of selling, general and administrative expenses. For the quarter and nine months ended October 3, 2015 , the Company recorded $0.7 million and $0.8 million , respectively, of separation and hiring costs, primarily relating to amounts payable to the Company’s former executives for separation costs incurred in prior years. Separation and hiring costs were $0.3 million and $3.1 million for the quarter and nine months ended September 27, 2014, respectively, primarily relating to changes in the Company’s management, including the resignations of Jerry W. Burris, former President and Chief Executive Officer, David S. Nagle, the former Chief Operations Officer, AMI Distribution and Services, Robert C. Gaydos, former Senior Vice President, Operations and Paul Morrisroe, former Senior Vice President and Chief Financial Officer. Separation and hiring costs for the quarter and nine months ended September 27, 2014 also include costs incurred for the hiring of Dana R. Snyder, Interim Chief Executive Officer and the appointment of Brian C. Strauss, President and Chief Executive Officer, as well as the hiring of William Topper, Executive Vice President, Operations, and Scott F. Stephens, Executive Vice President and Chief Financial Officer of the Company. As of October 3, 2015 , the remaining balance payable to the Company’s former executives for separation costs was $0.5 million , which will be paid at various dates through 2016. |
(Long-Term Debt)
(Long-Term Debt) | 9 Months Ended |
Oct. 03, 2015 | |
Debt Disclosure [Abstract] | |
Long-Term Debt | Long-Term Debt Long-term debt consists of the following (in thousands): October 3, 2015 January 3, 2015 9.125% Senior Secured Notes due 2017 $ 833,025 $ 834,004 Borrowings under the ABL facilities 94,500 69,400 Total long-term debt $ 927,525 $ 903,404 9.125% Senior Secured Notes due 2017 In October 2010, the Company and its wholly owned subsidiary, AMH New Finance, Inc. (collectively, the “Issuers”) issued and sold $730.0 million of 9.125% Senior Secured Notes due November 1, 2017 (the “existing notes”). The existing notes bear interest at a rate of 9.125% per annum, payable on May 1 and November 1 of each year, and are unconditionally guaranteed, jointly and severally, by each of the Issuers’ direct and indirect domestic subsidiaries that guarantees the Company’s obligations under its senior secured asset-based revolving credit facilities (the “ABL facilities”). On May 1, 2013, the Issuers issued and sold an additional $100.0 million in aggregate principal amount of 9.125% Senior Secured Notes due November 1, 2017 (the “new notes” and, together with existing notes, the “9.125% notes”) at an issue price of 106.00% of the principal amount of the new notes in a private placement. The Company used the net proceeds of the offering to repay the outstanding borrowings under its ABL facilities and for other general corporate purposes. The new notes were issued as additional notes under the same indenture, dated as of October 13, 2010, governing the existing notes, as supplemented by a supplemental indenture (collectively, the “Indenture”). On October 31, 2013, all of the new notes were exchanged for 9.125% Senior Secured Notes due 2017, which have been registered under the Securities Act of 1933, as amended. The new notes are consolidated with and form a single class with the existing notes and have the same terms as to status, redemption, collateral and otherwise (other than issue date, issue price and first interest payment date) as the existing notes. The debt premium related to the issuance of the new notes is being amortized into interest expense over the life of the new notes. The unamortized premium of $3.0 million is included in the long-term debt balance for the 9.125% notes. The effective interest rate of the new notes, including the premium, is 7.5% as of October 3, 2015 . The 9.125% notes, at par value of $830.0 million , have an estimated fair value, classified as a Level 1 measurement, of $649.6 million and $652.8 million based on quoted market prices as of October 3, 2015 and January 3, 2015 , respectively. The Company may from time to time, in its sole discretion, purchase, redeem or retire the 9.125% notes in privately negotiated or open market transactions, by tender offer or otherwise. ABL Facilities In October 2010, the Company entered into the ABL facilities in the amount of $225.0 million (comprised of a $150.0 million U.S. facility and a $75.0 million Canadian facility) pursuant to a revolving credit agreement dated October 13, 2010, which was subsequently amended and restated on April 18, 2013 (the “Amended and Restated Revolving Credit Agreement”) to, among other things, extend the maturity date of the revolving credit agreement from October 13, 2015 to the earlier of (i) April 18, 2018 and (ii) 90 days prior to the maturity date of the existing notes. Subsequently, the Company terminated the tranche B revolving credit commitments of $12.0 million and wrote off $0.5 million of deferred financing fees related to the ABL facilities. At the Company’s option, the U.S. and Canadian tranche A revolving credit loans under the Amended and Restated Revolving Credit Agreement governing the ABL facilities bear interest at the rate equal to (1) the London Interbank Offered Rate (“ LIBOR ”) (for eurodollar loans under the U.S. facility) or the Canadian Dealer Offered Rate (“ CDOR ”) (for loans under the Canadian facility), plus an applicable margin of 2.25% as of October 3, 2015 , or (2) the alternate base rate (for alternate base rate loans under the U.S. facility, which is the highest of a prime rate , the Federal Funds Effective Rate plus 0.50% and a one-month LIBOR rate plus 1.0% per annum) or the alternate Canadian base rate (for loans under the Canadian facility, which is the higher of a Canadian prime rate and the 30-day CDOR plus 1.0% ), plus an applicable margin of 1.25% as of October 3, 2015 , in each case, which interest rate margin may vary in 25 basis point increments between three pricing levels determined by reference to the average excess availability in respect of the U.S. and Canadian tranche A revolving credit loans. In addition to paying interest on outstanding principal under the ABL facilities, the Company is required to pay a commitment fee in respect of the U.S. and Canadian tranche A revolving credit loans, payable quarterly in arrears, of 0.375% . The Amended and Restated Revolving Credit Agreement contains customary representations and warranties and customary affirmative and negative covenants, including, with respect to negative covenants, among other things, restrictions on indebtedness, liens, investments, fundamental changes, asset sales, dividends and other distributions, prepayments or redemption of junior debt, transactions with affiliates and negative pledge clauses. There are no financial covenants included in the Amended and Restated Revolving Credit Agreement, other than a springing fixed charge coverage ratio of at least 1.00 to 1.00, which will be tested only when excess availability is less than the greater of (i) 10.0% of the sum of (x) the lesser of (A) the U.S. tranche A borrowing base and (B) the U.S. tranche A revolving credit commitments and (y) the lesser of (A) the Canadian tranche A borrowing base and (B) the Canadian tranche A revolving credit commitments and (ii) $20.0 million for a period of five consecutive business days until the 30th consecutive day when excess availability exceeds the above threshold. On March 23, 2015, the Amended and Restated Revolving Credit Agreement was amended to permit, among other things, for the period commencing on and including April 3, 2015 through and including June 5, 2015, for the fixed charge coverage ratio to be tested or for a cash dominion period to commence only if excess availability is less than $15.0 million for a period of five consecutive business days. In addition, such amendment includes a provision for weekly borrowing base certificate reporting for the period commencing on and including April 12, 2015 through and including June 10, 2015 in lieu of delivery of a borrowing base certificate after each fiscal month. The fixed charge coverage ratio was 0.56:1.00 for the four consecutive fiscal quarter test period ended October 3, 2015 . The Company has not triggered such fixed charge coverage ratio covenant as of October 3, 2015 , as excess availability of $59.1 million , as of such date was in excess of the covenant trigger threshold. The Company currently does not expect to trigger the fixed charge coverage ratio test for fiscal year 2015. As of October 3, 2015 , there was $94.5 million drawn under the Company’s ABL facilities and $79.1 million available for additional borrowings. The weighted average per annum interest rate applicable to borrowings under the U.S. portion and the Canadian portion of the ABL facilities was 2.7% and 4.5% , as of October 3, 2015 . The Company had letters of credit outstanding of $13.1 million as of October 3, 2015 primarily securing insurance policy deductibles, certain lease facilities and the Company’s purchasing card program. |
Income Taxes
Income Taxes | 9 Months Ended |
Oct. 03, 2015 | |
Income Tax Disclosure [Abstract] | |
Income Tax Disclosure | Income Taxes The Company’s provision for income taxes in interim periods is computed by applying the appropriate estimated annual effective tax rate to income or loss before income taxes for the period. The Company adjusts its effective tax rate each quarter to be consistent with the estimated annual effective tax rate and records the tax impact of certain unusual or infrequently occurring items, including changes in judgment about valuation allowances and effects of changes in tax laws or rates, in the interim period in which they occur. The components of the effective tax rates are as follows (in thousands, except percentage): Quarters Ended Nine Months Ended October 3, September 27, 2014 October 3, September 27, 2014 Loss before income taxes $ (3,088 ) $ (246,803 ) $ (43,785 ) $ (301,001 ) Income tax expense (benefit) 2,116 (27,627 ) 4,879 (24,868 ) Effective tax rate (68.5 )% 11.2 % (11.1 )% 8.3 % The effective tax rates for the quarter and nine months ended October 3, 2015 vary from the statutory rate, primarily as a result of operating losses in the U.S. with no tax benefit recognized due to the valuation allowance against net U.S. deferred tax assets, and income tax expense on foreign income. The effective tax rates for the quarter and nine months ended September 27, 2014 were primarily the result of the tax impact of the impairment charges that were recorded during the quarter ended September 27, 2014 for the Company’s goodwill and indefinite-lived intangible assets. |
Accumulated Other Comprehensive
Accumulated Other Comprehensive Loss | 9 Months Ended |
Oct. 03, 2015 | |
Accumulated Other Comprehensive Income (Loss), Net of Tax [Abstract] | |
Accumulated Other Comprehensive Loss | Accumulated Other Comprehensive Loss Changes in accumulated other comprehensive loss by component, net of tax, for the nine months ended October 3, 2015 and September 27, 2014 , respectively, are as follows (in thousands): Defined Benefit Pension and Other Postretirement Plans Foreign Currency Translation Accumulated Other Comprehensive Loss Balance at January 3, 2015 $ (23,781 ) $ (36,842 ) $ (60,623 ) Other comprehensive loss before reclassifications, net of tax of $0 — (21,624 ) (21,624 ) Amounts reclassified from accumulated other comprehensive loss, net of tax of $51 444 — 444 Balance at October 3, 2015 $ (23,337 ) $ (58,466 ) $ (81,803 ) Defined Benefit Pension and Other Postretirement Plans Foreign Currency Translation Accumulated Other Comprehensive Loss Balance at December 28, 2013 $ (3,513 ) $ (14,403 ) $ (17,916 ) Other comprehensive loss before reclassifications, net of tax of $0 — (10,075 ) (10,075 ) Amounts reclassified from accumulated other comprehensive loss, net of tax of $15 11 — 11 Balance at September 27, 2014 $ (3,502 ) $ (24,478 ) $ (27,980 ) Reclassifications out of accumulated other comprehensive loss for the quarters and nine months ended October 3, 2015 and September 27, 2014 , respectively, consist of the following (in thousands): Quarters Ended Nine Months Ended October 3, September 27, 2014 October 3, September 27, 2014 Defined Benefit Pension and Other Postretirement Plans: Amortization of unrecognized prior service costs $ 7 $ 5 $ 20 $ 17 Amortization of unrecognized cumulative actuarial net loss 158 3 475 9 Total before tax 165 8 495 26 Tax benefit (20 ) (5 ) (51 ) (15 ) Net of tax $ 145 $ 3 $ 444 $ 11 Amortization of prior service costs and actuarial losses are included in the computation of net periodic benefit cost for the Company’s pension and other postretirement benefit plans. |
Stock Plans (Notes)
Stock Plans (Notes) | 9 Months Ended |
Oct. 03, 2015 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Disclosure of Compensation Related Costs, Share-based Payments [Text Block] | Stock Plans In April 2015, the board of directors of Associated Materials Group, Inc. (“Parent”) and Parent’s stockholders approved an amendment and restatement to the Parent’s 2010 Stock Incentive Plan (“2010 Plan”) to increase the maximum number of shares which may be issued under the 2010 Plan by 1,500,000 from 7,550,076 to 9,050,076 shares of Parent common stock. In June 2015, Parent’s board of directors modified certain time-based and performance-based options held by eligible participants to reduce the exercise price of such options. The number of options repriced was 4.5 million to 17 employees under the senior leadership team, with a weighted average exercise price prior to repricing of $9.23 and an average remaining contractual life of 8.8 years. The compensation cost related to this repricing resulted in additional unrecognized non-cash expense of $0.3 million that may be recognized over the remaining life of the options, subject to vesting conditions. |
(Retirement Plans)
(Retirement Plans) | 9 Months Ended |
Oct. 03, 2015 | |
Compensation and Retirement Disclosure [Abstract] | |
Retirement Plans | Retirement Plans The Company sponsors defined benefit pension plans that cover hourly workers at its West Salem, Ohio plant, and hourly union employees at its Woodbridge, New Jersey plant, as well as a defined benefit retirement plan covering U.S. salaried employees, which was frozen in 1998 and subsequently replaced with a defined contribution plan (such plans collectively, the “Domestic Plans”). The Company also sponsors a defined benefit pension plan covering the Canadian salaried employees and hourly union employees at the Lambeth, Ontario plant, a defined benefit pension plan for the hourly union employees at its Burlington, Ontario plant and a defined benefit pension plan for the hourly union employees at its Pointe Claire, Quebec plant (such plans collectively, the “Foreign Plans”). In 2014, the pension plans for Pointe Claire and Burlington were amended to reflect an increase in benefits, effective November 15, 2015 and September 1, 2016, respectively. Also, the Pointe Claire plan was amended to disallow a lump sum payment feature that triggered settlement losses recorded in previous years. The Company also provides postretirement benefits other than pension (“OPEB Plans”) including health care or life insurance benefits to certain U.S. and Canadian retirees and in some cases, their spouses and dependents. The Company’s postretirement benefit plans in the U.S. include an unfunded health care plan for hourly workers at the Company’s former steel siding plant in Cuyahoga Falls, Ohio. With the closure of this facility in 1991, no additional employees are eligible to participate in this plan. There are three other U.S. unfunded plans covering either life insurance or health care benefits for small frozen groups of retirees. The Company’s foreign postretirement benefit plan provides life insurance benefits to active members at its Pointe Claire, Quebec plant and a closed group of Canadian salaried retirees. The actuarial valuation measurement date for the defined benefit pension plans and postretirement benefits other than pension is December 31. Components of net periodic benefit cost for the Company’s Domestic Plans, Foreign Plans and OPEB Plans are as follows (in thousands): Quarters Ended October 3, 2015 September 27, 2014 Domestic Foreign OPEB Domestic Foreign OPEB Service cost $ 330 $ 610 $ 4 $ 322 $ 597 $ 4 Interest cost 805 753 43 788 911 49 Expected return on assets (972 ) (893 ) — (1,017 ) (1,079 ) — Amortization of unrecognized: Prior service costs (credits) 2 6 (1 ) 3 4 (2 ) Cumulative actuarial net loss (gains) 105 57 (4 ) — 14 (11 ) Net periodic benefit cost $ 270 $ 533 $ 42 $ 96 $ 447 $ 40 Nine Months Ended October 3, 2015 September 27, 2014 Domestic Foreign OPEB Domestic Foreign OPEB Service cost $ 992 $ 1,900 $ 10 $ 967 $ 1,794 $ 10 Interest cost 2,417 2,346 130 2,364 2,738 147 Expected return on assets (2,918 ) (2,783 ) — (3,053 ) (3,243 ) — Amortization of unrecognized: Prior service costs (credits) 8 17 (5 ) 9 14 (6 ) Cumulative actuarial net loss (gains) 313 176 (14 ) — 42 (33 ) Net periodic benefit cost $ 812 $ 1,656 $ 121 $ 287 $ 1,345 $ 118 Although changes in market conditions, current pension law and uncertainties regarding significant assumptions used in the actuarial valuations may have a material impact on future required contributions to the Company’s pension plans, the Company currently does not expect funding requirements to have a material adverse impact on current or future liquidity. The actuarial valuations require significant estimates and assumptions to be made by management, primarily the funding interest rate, discount rate and expected long-term return on plan assets. These assumptions are all susceptible to changes in market conditions. The funding interest rate and discount rate are based on representative bond yield curves maintained and monitored by independent third parties. In determining the expected long-term rate of return on plan assets, the Company considers historical market and portfolio rates of return, asset allocations and expectations of future rates of return. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Oct. 03, 2015 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies The Company is involved from time to time in litigation arising in the ordinary course of business, none of which, individually or in the aggregate, after giving effect to its existing insurance coverage, is expected to have a material adverse effect on its financial position, results of operations or liquidity. From time to time, the Company is also involved in proceedings and potential proceedings relating to environmental and product liability matters. Environmental Claims The Woodbridge, New Jersey facility is currently the subject of an investigation and/or remediation before the New Jersey Department of Environmental Protection (“NJDEP”) under ISRA Case No. E20030110 for the Company’s wholly owned subsidiary Gentek Building Products, Inc. (“Gentek”). The facility is currently leased by Gentek. Previous operations at the facility resulted in soil and groundwater contamination in certain areas of the property. In 1999, the property owner and Gentek signed a remediation agreement with NJDEP, pursuant to which the property owner and Gentek agreed to continue an investigation/remediation that had been commenced pursuant to a Memorandum of Agreement with NJDEP. Under the remediation agreement, NJDEP required posting of a remediation funding source of $0.1 million , which is currently satisfied by a $0.3 million standby letter of credit that was provided by Gentek to the NJDEP. During 2014, the delineation studies were completed and in early 2015 the Company was presented with several remedial plans. Based on the alternatives presented, the Company identified what it believed to be the most likely option and recorded the minimum liability for that option, which totaled $1.0 million as of January 3, 2015 , the balance of which remains unchanged as of October 3, 2015 . The Company believes this matter will not have a material adverse effect on the Company’s financial position, results of operations or liquidity. Environmental claims, product liability claims and other claims are administered by the Company in the ordinary course of business, and the Company maintains pollution and remediation and product liability insurance covering certain types of claims. Although it is difficult to estimate the Company’s potential exposure to these matters, the Company believes that the resolution of these matters will not have a material adverse effect on its financial position, results of operations or liquidity. |
(Business Segments)
(Business Segments) | 9 Months Ended |
Oct. 03, 2015 | |
Segment Reporting [Abstract] | |
Business Segments | Business Segments The Company is in the business of manufacturing and distributing exterior residential building products. The Company has a single operating segment and a single reportable segment. The Company’s chief operating decision maker is considered to be the Chief Executive Officer. The chief operating decision maker allocates resources and assesses performance of the business and other activities at the single operating segment level. The following table sets forth a summary of net sales by principal product offering (in thousands): Quarters Ended Nine Months Ended October 3, September 27, 2014 October 3, September 27, 2014 Vinyl windows $ 115,637 $ 113,807 $ 315,278 $ 289,837 Vinyl siding products 59,593 66,511 153,111 160,233 Metal products 44,022 47,562 114,266 115,369 Third-party manufactured products 85,521 91,717 213,991 218,912 Other products and services 35,014 34,145 94,756 85,855 $ 339,787 $ 353,742 $ 891,402 $ 870,206 |
Subsidiary Guarantors
Subsidiary Guarantors | 9 Months Ended |
Oct. 03, 2015 | |
Condensed Financial Statements, Captions [Line Items] | |
Subsidiary Guarantors | Subsidiary Guarantors The Company’s payment obligations under its 9.125% notes are fully and unconditionally guaranteed, jointly and severally, on a senior basis, by its domestic 100% owned subsidiaries, Gentek Holdings, LLC and Gentek Building Products, Inc. (together, the “Subsidiary Guarantors”). AMH New Finance, Inc. is a co-issuer of the 9.125% notes and is a domestic 100% owned subsidiary of the Company having no operations, revenues or cash flows for the periods presented. Associated Materials Canada Limited, Gentek Canada Holdings Limited and Gentek Buildings Products Limited Partnership are Canadian companies and do not guarantee the 9.125% notes. In the opinion of management, separate financial statements of the respective Subsidiary Guarantors would not provide additional material information that would be useful in assessing the financial composition of the Subsidiary Guarantors. ASSOCIATED MATERIALS, LLC AND SUBSIDIARIES CONDENSED CONSOLIDATING BALANCE SHEET October 3, 2015 (Unaudited, in thousands) Company Co-Issuer Subsidiary Non-Guarantor Reclassification/ Consolidated ASSETS Current assets: Cash and cash equivalents $ 7,294 $ — $ — $ 647 $ — $ 7,941 Accounts receivable, net 121,555 — 10,036 31,484 — 163,075 Intercompany receivables 340,533 — 59,619 1,794 (401,946 ) — Inventories 111,582 — 7,185 36,425 — 155,192 Income taxes receivable 179 — 54 — — 233 Deferred income taxes 487 — 1,952 — — 2,439 Prepaid expenses and other current assets 10,012 — 716 1,146 — 11,874 Total current assets 591,642 — 79,562 71,496 (401,946 ) 340,754 Property, plant and equipment, net 67,079 — 1,297 25,594 — 93,970 Goodwill 203,841 — 16,713 86,651 — 307,205 Other intangible assets, net 290,118 — 32,746 85,489 — 408,353 Intercompany receivable — 833,025 — — (833,025 ) — Other assets 13,556 — 6 1,220 — 14,782 Total assets $ 1,166,236 $ 833,025 $ 130,324 $ 270,450 $ (1,234,971 ) $ 1,165,064 LIABILITIES AND MEMBER'S DEFICIT Current liabilities: Accounts payable $ 87,840 $ — $ 8,114 $ 31,915 $ — $ 127,869 Intercompany payables 1,794 — — 400,152 (401,946 ) — Accrued liabilities 91,638 — 5,098 9,078 — 105,814 Deferred income taxes 926 — — 1,157 — 2,083 Income taxes payable — — — 2,158 — 2,158 Total current liabilities 182,198 — 13,212 444,460 (401,946 ) 237,924 Deferred income taxes 51,012 — 13,295 21,575 — 85,882 Other liabilities 80,776 — 22,126 18,695 — 121,597 Deficit in subsidiaries 144,089 — 225,780 — (369,869 ) — Long-term debt 916,025 833,025 — 11,500 (833,025 ) 927,525 Member’s deficit (207,864 ) — (144,089 ) (225,780 ) 369,869 (207,864 ) Total liabilities and member’s deficit $ 1,166,236 $ 833,025 $ 130,324 $ 270,450 $ (1,234,971 ) $ 1,165,064 ASSOCIATED MATERIALS, LLC AND SUBSIDIARIES CONDENSED CONSOLIDATING STATEMENT OF COMPREHENSIVE LOSS For The Quarter Ended October 3, 2015 (Unaudited, in thousands) Company Co-Issuer Subsidiary Non-Guarantor Reclassification/ Consolidated Net sales $ 267,732 $ — $ 44,388 $ 78,243 $ (50,576 ) $ 339,787 Cost of sales 207,494 — 41,978 59,187 (50,576 ) 258,083 Gross profit 60,238 — 2,410 19,056 — 81,704 Selling, general and administrative expenses 49,447 — 1,759 10,185 — 61,391 Restructuring costs 1,787 — — — — 1,787 Income from operations 9,004 — 651 8,871 — 18,526 Interest expense, net 19,008 — 1,616 184 — 20,808 Foreign currency loss — — — 806 — 806 (Loss) income before income taxes (10,004 ) — (965 ) 7,881 — (3,088 ) Income tax expense 20 — 13 2,083 — 2,116 (Loss) income before equity income from subsidiaries (10,024 ) — (978 ) 5,798 — (5,204 ) Equity income from subsidiaries 4,820 — 5,798 — (10,618 ) — Net (loss) income (5,204 ) — 4,820 5,798 (10,618 ) (5,204 ) Other comprehensive income (loss): Pension and other postretirement benefit adjustments, net of tax 145 — 55 45 (100 ) 145 Foreign currency translation adjustments, net of tax (8,659 ) — (8,659 ) (8,659 ) 17,318 (8,659 ) Total comprehensive loss $ (13,718 ) $ — $ (3,784 ) $ (2,816 ) $ 6,600 $ (13,718 ) ASSOCIATED MATERIALS, LLC AND SUBSIDIARIES CONDENSED CONSOLIDATING STATEMENT OF COMPREHENSIVE LOSS For The Nine Months Ended October 3, 2015 (Unaudited, in thousands) Company Co-Issuer Subsidiary Non-Guarantor Reclassification/ Consolidated Net sales $ 709,642 $ — $ 117,128 $ 202,968 $ (138,336 ) $ 891,402 Cost of sales 558,120 — 111,785 155,211 (138,336 ) 686,780 Gross profit 151,522 — 5,343 47,757 — 204,622 Selling, general and administrative expenses 146,298 — 5,129 30,600 — 182,027 Restructuring costs 1,787 — — — — 1,787 Income from operations 3,437 — 214 17,157 — 20,808 Interest expense, net 57,072 — 4,939 659 — 62,670 Foreign currency loss — — — 1,923 — 1,923 (Loss) income before income taxes (53,635 ) — (4,725 ) 14,575 — (43,785 ) Income tax expense 925 — 90 3,864 — 4,879 (Loss) income before equity income from subsidiaries (54,560 ) — (4,815 ) 10,711 — (48,664 ) Equity income from subsidiaries 5,896 — 10,711 — (16,607 ) — Net (loss) income (48,664 ) — 5,896 10,711 (16,607 ) (48,664 ) Other comprehensive income (loss): Pension and other postretirement benefit adjustments, net of tax 444 — 173 143 (316 ) 444 Foreign currency translation adjustments, net of tax (21,624 ) — (21,624 ) (21,624 ) 43,248 (21,624 ) Total comprehensive loss $ (69,844 ) $ — $ (15,555 ) $ (10,770 ) $ 26,325 $ (69,844 ) ASSOCIATED MATERIALS, LLC AND SUBSIDIARIES CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS For the Nine Months Ended October 3, 2015 (Unaudited, in thousands) Company Co-Issuer Subsidiary Guarantors Non-Guarantor Reclassification/Eliminations Consolidated Net cash (used in) provided by operating activities $ (31,035 ) $ — $ 15,531 $ 6,962 $ — $ (8,542 ) INVESTING ACTIVITIES Capital expenditures (13,160 ) — (113 ) (1,355 ) — (14,628 ) Proceeds from the sale of assets 138 — — 2 — 140 Payments on loans to affiliates — — (15,418 ) (25,000 ) 40,418 — Receipts on loans to affiliates 2,000 — — 14,000 (16,000 ) — Net cash used in investing activities (11,022 ) — (15,531 ) (12,353 ) 24,418 (14,488 ) FINANCING ACTIVITIES Borrowings under ABL facilities 71,700 — — 64,031 — 135,731 Payments under ABL facilities (54,700 ) — — (55,953 ) — (110,653 ) Borrowings from affiliates 40,418 — — — (40,418 ) — Repayments to affiliates (14,000 ) — — (2,000 ) 16,000 — Net cash provided by financing activities 43,418 — — 6,078 (24,418 ) 25,078 Effect of exchange rate changes on cash and cash equivalents — — — (70 ) — (70 ) Net increase in cash and cash equivalents 1,361 — — 617 — 1,978 Cash and cash equivalents at beginning of period 5,933 — — 30 — 5,963 Cash and cash equivalents at end of period $ 7,294 $ — $ — $ 647 $ — $ 7,941 ASSOCIATED MATERIALS, LLC AND SUBSIDIARIES CONDENSED CONSOLIDATING BALANCE SHEET January 3, 2015 (Unaudited, in thousands) Company Co-Issuer Subsidiary Non-Guarantor Reclassification/ Consolidated Assets Current assets: Cash and cash equivalents $ 5,933 $ — $ — $ 30 $ — $ 5,963 Accounts receivable, net 98,945 — 6,411 19,765 — 125,121 Intercompany receivables 356,421 — 61,740 1,794 (419,955 ) — Inventories 100,487 — 10,969 34,076 — 145,532 Income taxes receivable — — 144 — — 144 Deferred income taxes 487 — 1,952 — — 2,439 Prepaid expenses and other current assets 13,422 — 996 1,441 — 15,859 Total current assets 575,695 — 82,212 57,106 (419,955 ) 295,058 Property, plant and equipment, net 62,977 — 1,474 29,449 — 93,900 Goodwill 203,841 — 16,713 96,703 — 317,257 Other intangible assets, net 305,127 — 33,084 99,089 — 437,300 Intercompany receivable — 834,004 — — (834,004 ) — Other assets 17,246 — 45 1,371 — 18,662 Total assets $ 1,164,886 $ 834,004 $ 133,528 $ 283,718 $ (1,253,959 ) $ 1,162,177 Liabilities and Member's Deficit Current liabilities: Accounts payable $ 67,160 $ — $ 6,679 $ 20,929 $ — $ 94,768 Intercompany payables 1,794 — — 418,161 (419,955 ) — Accrued liabilities 70,439 — 4,683 6,612 — 81,734 Deferred income taxes — — — 1,292 — 1,292 Income taxes payable 46 — — 1,736 — 1,782 Total current liabilities 139,439 — 11,362 448,730 (419,955 ) 179,576 Deferred income taxes 51,012 — 13,295 24,023 — 88,330 Other liabilities 84,048 — 22,395 22,573 — 129,016 Deficit in subsidiaries 128,532 — 215,008 — (343,540 ) — Long-term debt 900,004 834,004 — 3,400 (834,004 ) 903,404 Member’s deficit (138,149 ) — (128,532 ) (215,008 ) 343,540 (138,149 ) Total liabilities and member’s deficit $ 1,164,886 $ 834,004 $ 133,528 $ 283,718 $ (1,253,959 ) $ 1,162,177 ASSOCIATED MATERIALS, LLC AND SUBSIDIARIES CONDENSED CONSOLIDATING STATEMENT OF COMPREHENSIVE LOSS For The Quarter Ended September 27, 2014 (Unaudited, in thousands) Company Co-Issuer Subsidiary Non-Guarantor Reclassification/ Consolidated Net sales $ 273,512 $ — $ 47,373 $ 90,493 $ (57,636 ) $ 353,742 Cost of sales 222,454 — 44,273 70,040 (57,636 ) 279,131 Gross profit 51,058 — 3,100 20,453 — 74,611 Selling, general and administrative expenses 50,159 — 1,053 11,042 — 62,254 Impairment of goodwill 99,524 — 9,181 39,799 — 148,504 Impairment of other intangible assets 54,600 — 11,721 23,366 — 89,687 Loss from operations (153,225 ) — (18,855 ) (53,754 ) — (225,834 ) Interest expense, net 20,328 — — 421 — 20,749 Foreign currency loss — — — 220 — 220 Loss before income taxes (173,553 ) — (18,855 ) (54,395 ) — (246,803 ) Income tax benefit (23,304 ) — (1,286 ) (3,037 ) — (27,627 ) Loss before equity loss from subsidiaries (150,249 ) — (17,569 ) (51,358 ) — (219,176 ) Equity loss from subsidiaries (68,927 ) — (51,359 ) — 120,286 — Net loss (219,176 ) — (68,928 ) (51,358 ) 120,286 (219,176 ) Other comprehensive income (loss): Pension and other postretirement benefit adjustments, net of tax 3 — 11 13 (24 ) 3 Foreign currency translation adjustments, net of tax (11,232 ) — (11,232 ) (11,232 ) 22,464 (11,232 ) Total comprehensive loss $ (230,405 ) $ — $ (80,149 ) $ (62,577 ) $ 142,726 $ (230,405 ) ASSOCIATED MATERIALS, LLC AND SUBSIDIARIES CONDENSED CONSOLIDATING STATEMENT OF COMPREHENSIVE LOSS For The Nine Months Ended September 27, 2014 (Unaudited, in thousands) Company Co-Issuer Subsidiary Non-Guarantor Reclassification/ Consolidated Net sales $ 681,666 $ — $ 123,813 $ 214,312 $ (149,585 ) $ 870,206 Cost of sales 557,792 — 115,818 165,142 (149,585 ) 689,167 Gross profit 123,874 — 7,995 49,170 — 181,039 Selling, general and administrative expenses 146,389 — 3,099 32,028 — 181,516 Impairment of goodwill 99,524 — 9,181 39,799 — 148,504 Impairment of other intangible assets 54,600 — 11,721 23,366 — 89,687 Restructuring costs (331 ) — — — — (331 ) Loss from operations (176,308 ) — (16,006 ) (46,023 ) — (238,337 ) Interest expense, net 60,592 — — 1,236 — 61,828 Foreign currency loss — — — 836 — 836 Loss before income taxes (236,900 ) — (16,006 ) (48,095 ) — (301,001 ) Income tax benefit (22,048 ) — (1,349 ) (1,471 ) — (24,868 ) Loss before equity loss from subsidiaries (214,852 ) — (14,657 ) (46,624 ) — (276,133 ) Equity loss from subsidiaries (61,281 ) — (46,624 ) — 107,905 — Net loss (276,133 ) — (61,281 ) (46,624 ) 107,905 (276,133 ) Other comprehensive income (loss): Pension and other postretirement benefit adjustments, net of tax 11 — 36 41 (77 ) 11 Foreign currency translation adjustments, net of tax (10,075 ) — (10,075 ) (10,075 ) 20,150 (10,075 ) Total comprehensive loss $ (286,197 ) $ — $ (71,320 ) $ (56,658 ) $ 127,978 $ (286,197 ) ASSOCIATED MATERIALS, LLC AND SUBSIDIARIES CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS For The Nine Months Ended September 27, 2014 (Unaudited, in thousands) Company Co-Issuer Subsidiary Guarantors Non-Guarantor Subsidiaries Reclassification/Eliminations Consolidated Net cash (used in) provided by operating activities $ (54,847 ) $ — $ 12,948 $ (3,485 ) $ — $ (45,384 ) INVESTING ACTIVITIES Capital expenditures (7,187 ) — (252 ) (1,033 ) — (8,472 ) Proceeds from the sale of assets 6 — — 3 — 9 Payments on loans to affiliates — — (12,696 ) — 12,696 — Receipts on loans to affiliates 3,900 — — — (3,900 ) — Net cash used in investing activities (3,281 ) — (12,948 ) (1,030 ) 8,796 (8,463 ) FINANCING ACTIVITIES Borrowings under ABL facilities 113,700 — — 48,231 — 161,931 Payments under ABL facilities (67,700 ) — — (48,317 ) — (116,017 ) Borrowings from affiliates 12,696 — — — (12,696 ) — Repayments to affiliates — — — (3,900 ) 3,900 — Net cash provided by (used in) financing activities 58,696 — — (3,986 ) (8,796 ) 45,914 Effect of exchange rate changes on cash and cash equivalents — — — (471 ) — (471 ) Net increase (decrease) in cash and cash equivalents 568 — — (8,972 ) — (8,404 ) Cash and cash equivalents at beginning of period 7,566 — — 13,249 — 20,815 Cash and cash equivalents at end of period $ 8,134 $ — $ — $ 4,277 $ — $ 12,411 |
Basis of Presentation Significa
Basis of Presentation Significant Accounting Policies (Policies) | 9 Months Ended |
Oct. 03, 2015 | |
Accounting Policies [Abstract] | |
Basis of Accounting, Policy | The condensed consolidated financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”) for interim financial reporting, the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, these interim condensed consolidated financial statements contain all of the normal recurring accruals and adjustments considered necessary for a fair presentation of the unaudited results for the quarters and nine months ended October 3, 2015 and September 27, 2014 . These financial statements should be read in conjunction with the Company’s audited financial statements and notes thereto included in its Annual Report on Form 10-K for the year ended January 3, 2015 , filed with the Securities and Exchange Commission (“SEC”) on March 23, 2015 (“Annual Report”). A detailed description of the Company’s significant accounting policies and management judgments is located in the audited financial statements included in its Annual Report. |
New Accounting Pronouncements, Policy | Recent Accounting Pronouncements In July 2015, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2015-11, Simplifying the Measurement of Inventory (“ASU 2015-11”). ASU 2015-11 simplifies the subsequent measurement of inventory by requiring inventory to be measured at the lower of cost and net realizable value (“NRV”). The new guidance eliminates the need to determine replacement cost and evaluate whether it is above the ceiling (NRV) or below the floor (NRV less a normal profit margin) under the current lower of cost or market guidance. ASU 2015-11 applies only to inventories for which cost is determined by methods other than last-in first-out and the retail inventory method. It is effective for public entities for fiscal years and interim periods within those years, beginning after December 15, 2016. The Company does not believe that the adoption of the provisions of ASU 2015-11 will have a material impact on its consolidated financial position, results of operations or cash flows. In May 2015, the FASB issued ASU No. 2015-07, Disclosure for Investments in Certain Entities That Calculate Net Asset Value per Share (or Its Equivalent) (“ASU 2015-07”). ASU 2015-07 eliminates the requirement to categorize within the fair value hierarchy all investments for which fair value is measured using the net asset value per share practical expedient. The new guidance requires an entity to disclose the fair value of investments measured using the net asset value practical expedient so that the financial statement user can reconcile amounts reported in the fair value hierarchy table to amounts reported on the balance sheet. ASU 2015-07 is effective for public entities for fiscal years and interim periods within those years, beginning after December 15, 2015. The Company does not believe that the adoption of the provisions of ASU 2015-07 will have a material impact on its consolidated financial position, results of operations or cash flows. In April 2015, the FASB issued ASU No. 2015-05, Customer’s Accounting for Fees Paid in a Cloud Computing Arrangement (“ASU 2015-05”). ASU 2015-05 provides guidance on determining whether a cloud computing arrangement contains a software license that should be accounted for as internal-use software. If the arrangement contains a software license, then the customer should account for the fees related to the software license element consistent with the acquisition of other software licenses. If the arrangement does not contain a software license, the customer should account for the arrangement as a service contract. ASU 2015-05 is effective for public entities for fiscal years and interim periods within those years, beginning after December 15, 2015. An entity may apply the guidance retrospectively or prospectively to arrangements entered into, or materially modified, after the effective date. The Company does not believe that the adoption of the provisions of ASU 2015-05 will have a material impact on its consolidated financial position, results of operations or cash flows. In April 2015, the FASB issued ASU No. 2015-03, Simplifying the Presentation of Debt Issuance Costs (“ASU 2015-03”). ASU 2015-03 requires debt issuance costs related to a recognized debt liability to be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability rather than an asset, consistent with the presentation of debt discounts. The recognition and measurement of debt issuance costs are not affected by the new guidance. ASU 2015-03 is effective for public entities for fiscal years and interim periods within those years, beginning after December 15, 2015. An entity is required to apply ASU 2015-03 on a retrospective basis and comply with the applicable disclosures, which include the nature of and reason for the change in accounting principle, the transition method, a description of the prior-period information that has been retrospectively adjusted, and the effect of the change on the financial statement line items (that is, the debt issuance cost asset and the debt liability). In August 2015, the FASB issued ASU No. 2015-15, Presentation and Subsequent Measurement of Debt Issuance Costs Associated with Line-of-Credit Arrangements (“ASU 2015-15”). ASU 2015-15 provides that, given the absence of authoritative guidance in ASU 2015-03 with respect to presentation or subsequent measurement of debt issuance costs related to line-of-credit arrangements, an entity is permitted to defer and present debt issuance costs as an asset and subsequently amortize the deferred debt issuance costs ratably over the term of the line-of-credit arrangement, regardless of whether there are any outstanding borrowings on the line-of-credit arrangement. The Company does not believe that the adoption of the provisions of either ASU 2015-03 or ASU 2015-15 will have a material impact on its consolidated financial position, results of operations or cash flows. In August 2014, the FASB issued ASU No. 2014-15, Presentation of Financial Statements - Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern (“ASU 2014-15”). ASU 2014-15 requires management to evaluate, in connection with preparing financial statements for each annual and interim reporting period, whether there are conditions or events, considered in the aggregate, that raise substantial doubt about an entity’s ability to continue as a going concern within one year after the date that the financial statements are issued and to provide certain disclosures if it concludes that substantial doubt exists. ASU 2014-15 is effective for all entities for the annual period ending after December 15, 2016, and for annual and interim periods thereafter, with early adoption permitted. The Company does not believe that the adoption of the provisions of ASU 2014-15 will have a material impact on its consolidated financial position, results of operations or cash flows. In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers (“ASU 2014-09”). The comprehensive new revenue recognition standard supersedes all existing revenue guidance under GAAP and international financial reporting standards. The standard’s core principle is that a company will recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. The standard establishes the following five steps that require companies to exercise judgment when considering the terms of any contract, including all relevant facts and circumstances: Step 1: Identify the contract(s) with the customer, Step 2: Identify the separate performance obligations in the contract, Step 3: Determine the transaction price, Step 4: Allocate the transaction price to the separate performance obligations, and Step 5: Recognize revenue when each performance obligation is satisfied. The new standard also requires significantly more interim and annual disclosures. The new standard allows for either full retrospective or modified retrospective adoption. ASU 2014-09 is effective for fiscal years and interim periods within those years, beginning after December 15, 2016. In August 2015, the FASB issued ASU 2015-14, Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date , which deferred the effective date of the new revenue standard for all entities by one year. The Company is currently assessing the potential impact of the new requirements under the standard. |
Allowance for Doubtful Accoun21
Allowance for Doubtful Accounts (Tables) | 9 Months Ended |
Oct. 03, 2015 | |
Allowance for Doubtful Accounts [Abstract] | |
Allowance for doubtful accounts | Allowance for doubtful accounts on accounts receivable consists of the following (in thousands): October 3, 2015 January 3, 2015 Allowance for doubtful accounts, current $ 3,474 $ 3,542 Allowance for doubtful accounts, non-current 4,233 4,549 $ 7,707 $ 8,091 |
Inventories (Tables)
Inventories (Tables) | 9 Months Ended |
Oct. 03, 2015 | |
Inventory Disclosure [Abstract] | |
Schedule of inventory | Inventories are valued at the lower of cost (first in, first out) or market. Inventories consist of the following (in thousands): October 3, 2015 January 3, 2015 Raw materials $ 37,434 $ 29,300 Work in process 13,697 16,442 Finished goods 104,061 99,790 $ 155,192 $ 145,532 |
Goodwill and Other Intangible A
Goodwill and Other Intangible Assets (Tables) | 9 Months Ended |
Oct. 03, 2015 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of goodwill | The changes in the carrying amount of goodwill are as follows (in thousands): Goodwill Balance at January 3, 2015 $ 317,257 Foreign currency translation (10,052 ) Balance at October 3, 2015 $ 307,205 |
Schedule of finite-lived intangibles and indefinite-lived intangibles | The Company’s other intangible assets consist of the following (in thousands): October 3, 2015 January 3, 2015 Cost Accumulated Amortization Net Carrying Value Cost Accumulated Amortization Net Carrying Value Amortized customer bases $ 316,221 $ 123,151 $ 193,070 $ 321,836 $ 106,655 $ 215,181 Amortized non-compete agreements 20 19 1 20 16 4 Total amortized intangible assets 316,241 123,170 193,071 321,856 106,671 215,185 Non-amortized trade names (1) 215,282 — 215,282 222,115 — 222,115 Total intangible assets $ 531,523 $ 123,170 $ 408,353 $ 543,971 $ 106,671 $ 437,300 |
Restructuring Costs (Tables)
Restructuring Costs (Tables) | 9 Months Ended |
Oct. 03, 2015 | |
Restructuring and Related Activities [Abstract] | |
Reconciliation of manufacturing restructuring liability | Changes in the restructuring liability for the quarters and nine months ended October 3, 2015 and September 27, 2014 , respectively, are as follows (in thousands): Quarters Ended October 3, 2015 September 27, 2014 Distribution Manufacturing Total Distribution Manufacturing Total Balance at the beginning of the period $ — $ 1,627 $ 1,627 $ — $ 2,109 $ 2,109 Increase (decrease) 2,177 (442 ) 1,735 — — — Accretion of related lease obligations — 170 170 — 120 120 Payments — (149 ) (149 ) — (185 ) (185 ) Balance at the end of the period $ 2,177 $ 1,206 $ 3,383 $ — $ 2,044 $ 2,044 Nine Months Ended October 3, 2015 September 27, 2014 Distribution Manufacturing Total Distribution Manufacturing Total Balance at the beginning of the period $ — $ 1,960 $ 1,960 $ — $ 2,772 $ 2,772 Increase (decrease) 2,177 (442 ) 1,735 — (331 ) (331 ) Accretion of related lease obligations — 322 322 — 372 372 Payments — (634 ) (634 ) — (769 ) (769 ) Balance at the end of the period $ 2,177 $ 1,206 $ 3,383 $ — $ 2,044 $ 2,044 |
Product Warranty Costs (Tables)
Product Warranty Costs (Tables) | 9 Months Ended |
Oct. 03, 2015 | |
Standard Product Warranty Disclosure [Abstract] | |
Reconciliation of product warranty reserve | Changes in the warranty reserve are as follows (in thousands): Quarters Ended Nine Months Ended October 3, September 27, 2014 October 3, September 27, 2014 Balance at the beginning of the period $ 88,901 $ 92,891 $ 89,940 $ 93,207 Provision for warranties issued and changes in estimates for pre-existing warranties 1,513 2,104 4,220 4,930 Claims paid (1,689 ) (1,885 ) (4,752 ) (5,073 ) Foreign currency translation (449 ) (537 ) (1,132 ) (491 ) Balance at the end of the period $ 88,276 $ 92,573 $ 88,276 $ 92,573 |
Long-Term Debt (Tables)
Long-Term Debt (Tables) | 9 Months Ended |
Oct. 03, 2015 | |
Debt Disclosure [Abstract] | |
Schedule of long-term debt instruments | Long-term debt consists of the following (in thousands): October 3, 2015 January 3, 2015 9.125% Senior Secured Notes due 2017 $ 833,025 $ 834,004 Borrowings under the ABL facilities 94,500 69,400 Total long-term debt $ 927,525 $ 903,404 |
Income Taxes (Tables)
Income Taxes (Tables) | 9 Months Ended |
Oct. 03, 2015 | |
Effective Income Tax Rate [Line Items] | |
Schedule of components of income tax expense (benefit) | The components of the effective tax rates are as follows (in thousands, except percentage): Quarters Ended Nine Months Ended October 3, September 27, 2014 October 3, September 27, 2014 Loss before income taxes $ (3,088 ) $ (246,803 ) $ (43,785 ) $ (301,001 ) Income tax expense (benefit) 2,116 (27,627 ) 4,879 (24,868 ) Effective tax rate (68.5 )% 11.2 % (11.1 )% 8.3 % |
Accumulated Other Comprehensi28
Accumulated Other Comprehensive Loss (Tables) | 9 Months Ended |
Oct. 03, 2015 | |
Accumulated Other Comprehensive Income (Loss), Net of Tax [Abstract] | |
Schedule of change in accumulated other comprehensive income (loss) | Changes in accumulated other comprehensive loss by component, net of tax, for the nine months ended October 3, 2015 and September 27, 2014 , respectively, are as follows (in thousands): Defined Benefit Pension and Other Postretirement Plans Foreign Currency Translation Accumulated Other Comprehensive Loss Balance at January 3, 2015 $ (23,781 ) $ (36,842 ) $ (60,623 ) Other comprehensive loss before reclassifications, net of tax of $0 — (21,624 ) (21,624 ) Amounts reclassified from accumulated other comprehensive loss, net of tax of $51 444 — 444 Balance at October 3, 2015 $ (23,337 ) $ (58,466 ) $ (81,803 ) Defined Benefit Pension and Other Postretirement Plans Foreign Currency Translation Accumulated Other Comprehensive Loss Balance at December 28, 2013 $ (3,513 ) $ (14,403 ) $ (17,916 ) Other comprehensive loss before reclassifications, net of tax of $0 — (10,075 ) (10,075 ) Amounts reclassified from accumulated other comprehensive loss, net of tax of $15 11 — 11 Balance at September 27, 2014 $ (3,502 ) $ (24,478 ) $ (27,980 ) |
Reclassifications out of accumulated other comprehensive income (loss) | Reclassifications out of accumulated other comprehensive loss for the quarters and nine months ended October 3, 2015 and September 27, 2014 , respectively, consist of the following (in thousands): Quarters Ended Nine Months Ended October 3, September 27, 2014 October 3, September 27, 2014 Defined Benefit Pension and Other Postretirement Plans: Amortization of unrecognized prior service costs $ 7 $ 5 $ 20 $ 17 Amortization of unrecognized cumulative actuarial net loss 158 3 475 9 Total before tax 165 8 495 26 Tax benefit (20 ) (5 ) (51 ) (15 ) Net of tax $ 145 $ 3 $ 444 $ 11 |
Retirement Plans (Tables)
Retirement Plans (Tables) | 9 Months Ended |
Oct. 03, 2015 | |
Compensation and Retirement Disclosure [Abstract] | |
Components of defined pension plan costs | Components of net periodic benefit cost for the Company’s Domestic Plans, Foreign Plans and OPEB Plans are as follows (in thousands): Quarters Ended October 3, 2015 September 27, 2014 Domestic Foreign OPEB Domestic Foreign OPEB Service cost $ 330 $ 610 $ 4 $ 322 $ 597 $ 4 Interest cost 805 753 43 788 911 49 Expected return on assets (972 ) (893 ) — (1,017 ) (1,079 ) — Amortization of unrecognized: Prior service costs (credits) 2 6 (1 ) 3 4 (2 ) Cumulative actuarial net loss (gains) 105 57 (4 ) — 14 (11 ) Net periodic benefit cost $ 270 $ 533 $ 42 $ 96 $ 447 $ 40 Nine Months Ended October 3, 2015 September 27, 2014 Domestic Foreign OPEB Domestic Foreign OPEB Service cost $ 992 $ 1,900 $ 10 $ 967 $ 1,794 $ 10 Interest cost 2,417 2,346 130 2,364 2,738 147 Expected return on assets (2,918 ) (2,783 ) — (3,053 ) (3,243 ) — Amortization of unrecognized: Prior service costs (credits) 8 17 (5 ) 9 14 (6 ) Cumulative actuarial net loss (gains) 313 176 (14 ) — 42 (33 ) Net periodic benefit cost $ 812 $ 1,656 $ 121 $ 287 $ 1,345 $ 118 |
Business Segments (Tables)
Business Segments (Tables) | 9 Months Ended |
Oct. 03, 2015 | |
Segment Reporting [Abstract] | |
Net sales by principal product offering | The following table sets forth a summary of net sales by principal product offering (in thousands): Quarters Ended Nine Months Ended October 3, September 27, 2014 October 3, September 27, 2014 Vinyl windows $ 115,637 $ 113,807 $ 315,278 $ 289,837 Vinyl siding products 59,593 66,511 153,111 160,233 Metal products 44,022 47,562 114,266 115,369 Third-party manufactured products 85,521 91,717 213,991 218,912 Other products and services 35,014 34,145 94,756 85,855 $ 339,787 $ 353,742 $ 891,402 $ 870,206 |
Subsidiary Guarantors (Tables)
Subsidiary Guarantors (Tables) | 9 Months Ended | |
Oct. 03, 2015 | Sep. 27, 2014 | |
Condensed Financial Statements, Captions [Line Items] | ||
Condensed consolidating balance sheet | ASSOCIATED MATERIALS, LLC AND SUBSIDIARIES CONDENSED CONSOLIDATING BALANCE SHEET October 3, 2015 (Unaudited, in thousands) Company Co-Issuer Subsidiary Non-Guarantor Reclassification/ Consolidated ASSETS Current assets: Cash and cash equivalents $ 7,294 $ — $ — $ 647 $ — $ 7,941 Accounts receivable, net 121,555 — 10,036 31,484 — 163,075 Intercompany receivables 340,533 — 59,619 1,794 (401,946 ) — Inventories 111,582 — 7,185 36,425 — 155,192 Income taxes receivable 179 — 54 — — 233 Deferred income taxes 487 — 1,952 — — 2,439 Prepaid expenses and other current assets 10,012 — 716 1,146 — 11,874 Total current assets 591,642 — 79,562 71,496 (401,946 ) 340,754 Property, plant and equipment, net 67,079 — 1,297 25,594 — 93,970 Goodwill 203,841 — 16,713 86,651 — 307,205 Other intangible assets, net 290,118 — 32,746 85,489 — 408,353 Intercompany receivable — 833,025 — — (833,025 ) — Other assets 13,556 — 6 1,220 — 14,782 Total assets $ 1,166,236 $ 833,025 $ 130,324 $ 270,450 $ (1,234,971 ) $ 1,165,064 LIABILITIES AND MEMBER'S DEFICIT Current liabilities: Accounts payable $ 87,840 $ — $ 8,114 $ 31,915 $ — $ 127,869 Intercompany payables 1,794 — — 400,152 (401,946 ) — Accrued liabilities 91,638 — 5,098 9,078 — 105,814 Deferred income taxes 926 — — 1,157 — 2,083 Income taxes payable — — — 2,158 — 2,158 Total current liabilities 182,198 — 13,212 444,460 (401,946 ) 237,924 Deferred income taxes 51,012 — 13,295 21,575 — 85,882 Other liabilities 80,776 — 22,126 18,695 — 121,597 Deficit in subsidiaries 144,089 — 225,780 — (369,869 ) — Long-term debt 916,025 833,025 — 11,500 (833,025 ) 927,525 Member’s deficit (207,864 ) — (144,089 ) (225,780 ) 369,869 (207,864 ) Total liabilities and member’s deficit $ 1,166,236 $ 833,025 $ 130,324 $ 270,450 $ (1,234,971 ) $ 1,165,064 ASSOCIATED MATERIALS, LLC AND SUBSIDIARIES CONDENSED CONSOLIDATING BALANCE SHEET January 3, 2015 (Unaudited, in thousands) Company Co-Issuer Subsidiary Non-Guarantor Reclassification/ Consolidated Assets Current assets: Cash and cash equivalents $ 5,933 $ — $ — $ 30 $ — $ 5,963 Accounts receivable, net 98,945 — 6,411 19,765 — 125,121 Intercompany receivables 356,421 — 61,740 1,794 (419,955 ) — Inventories 100,487 — 10,969 34,076 — 145,532 Income taxes receivable — — 144 — — 144 Deferred income taxes 487 — 1,952 — — 2,439 Prepaid expenses and other current assets 13,422 — 996 1,441 — 15,859 Total current assets 575,695 — 82,212 57,106 (419,955 ) 295,058 Property, plant and equipment, net 62,977 — 1,474 29,449 — 93,900 Goodwill 203,841 — 16,713 96,703 — 317,257 Other intangible assets, net 305,127 — 33,084 99,089 — 437,300 Intercompany receivable — 834,004 — — (834,004 ) — Other assets 17,246 — 45 1,371 — 18,662 Total assets $ 1,164,886 $ 834,004 $ 133,528 $ 283,718 $ (1,253,959 ) $ 1,162,177 Liabilities and Member's Deficit Current liabilities: Accounts payable $ 67,160 $ — $ 6,679 $ 20,929 $ — $ 94,768 Intercompany payables 1,794 — — 418,161 (419,955 ) — Accrued liabilities 70,439 — 4,683 6,612 — 81,734 Deferred income taxes — — — 1,292 — 1,292 Income taxes payable 46 — — 1,736 — 1,782 Total current liabilities 139,439 — 11,362 448,730 (419,955 ) 179,576 Deferred income taxes 51,012 — 13,295 24,023 — 88,330 Other liabilities 84,048 — 22,395 22,573 — 129,016 Deficit in subsidiaries 128,532 — 215,008 — (343,540 ) — Long-term debt 900,004 834,004 — 3,400 (834,004 ) 903,404 Member’s deficit (138,149 ) — (128,532 ) (215,008 ) 343,540 (138,149 ) Total liabilities and member’s deficit $ 1,164,886 $ 834,004 $ 133,528 $ 283,718 $ (1,253,959 ) $ 1,162,177 | |
Condensed consolidating statements of comprehensive loss | ASSOCIATED MATERIALS, LLC AND SUBSIDIARIES CONDENSED CONSOLIDATING STATEMENT OF COMPREHENSIVE LOSS For The Quarter Ended October 3, 2015 (Unaudited, in thousands) Company Co-Issuer Subsidiary Non-Guarantor Reclassification/ Consolidated Net sales $ 267,732 $ — $ 44,388 $ 78,243 $ (50,576 ) $ 339,787 Cost of sales 207,494 — 41,978 59,187 (50,576 ) 258,083 Gross profit 60,238 — 2,410 19,056 — 81,704 Selling, general and administrative expenses 49,447 — 1,759 10,185 — 61,391 Restructuring costs 1,787 — — — — 1,787 Income from operations 9,004 — 651 8,871 — 18,526 Interest expense, net 19,008 — 1,616 184 — 20,808 Foreign currency loss — — — 806 — 806 (Loss) income before income taxes (10,004 ) — (965 ) 7,881 — (3,088 ) Income tax expense 20 — 13 2,083 — 2,116 (Loss) income before equity income from subsidiaries (10,024 ) — (978 ) 5,798 — (5,204 ) Equity income from subsidiaries 4,820 — 5,798 — (10,618 ) — Net (loss) income (5,204 ) — 4,820 5,798 (10,618 ) (5,204 ) Other comprehensive income (loss): Pension and other postretirement benefit adjustments, net of tax 145 — 55 45 (100 ) 145 Foreign currency translation adjustments, net of tax (8,659 ) — (8,659 ) (8,659 ) 17,318 (8,659 ) Total comprehensive loss $ (13,718 ) $ — $ (3,784 ) $ (2,816 ) $ 6,600 $ (13,718 ) ASSOCIATED MATERIALS, LLC AND SUBSIDIARIES CONDENSED CONSOLIDATING STATEMENT OF COMPREHENSIVE LOSS For The Nine Months Ended October 3, 2015 (Unaudited, in thousands) Company Co-Issuer Subsidiary Non-Guarantor Reclassification/ Consolidated Net sales $ 709,642 $ — $ 117,128 $ 202,968 $ (138,336 ) $ 891,402 Cost of sales 558,120 — 111,785 155,211 (138,336 ) 686,780 Gross profit 151,522 — 5,343 47,757 — 204,622 Selling, general and administrative expenses 146,298 — 5,129 30,600 — 182,027 Restructuring costs 1,787 — — — — 1,787 Income from operations 3,437 — 214 17,157 — 20,808 Interest expense, net 57,072 — 4,939 659 — 62,670 Foreign currency loss — — — 1,923 — 1,923 (Loss) income before income taxes (53,635 ) — (4,725 ) 14,575 — (43,785 ) Income tax expense 925 — 90 3,864 — 4,879 (Loss) income before equity income from subsidiaries (54,560 ) — (4,815 ) 10,711 — (48,664 ) Equity income from subsidiaries 5,896 — 10,711 — (16,607 ) — Net (loss) income (48,664 ) — 5,896 10,711 (16,607 ) (48,664 ) Other comprehensive income (loss): Pension and other postretirement benefit adjustments, net of tax 444 — 173 143 (316 ) 444 Foreign currency translation adjustments, net of tax (21,624 ) — (21,624 ) (21,624 ) 43,248 (21,624 ) Total comprehensive loss $ (69,844 ) $ — $ (15,555 ) $ (10,770 ) $ 26,325 $ (69,844 ) | ASSOCIATED MATERIALS, LLC AND SUBSIDIARIES CONDENSED CONSOLIDATING STATEMENT OF COMPREHENSIVE LOSS For The Quarter Ended September 27, 2014 (Unaudited, in thousands) Company Co-Issuer Subsidiary Non-Guarantor Reclassification/ Consolidated Net sales $ 273,512 $ — $ 47,373 $ 90,493 $ (57,636 ) $ 353,742 Cost of sales 222,454 — 44,273 70,040 (57,636 ) 279,131 Gross profit 51,058 — 3,100 20,453 — 74,611 Selling, general and administrative expenses 50,159 — 1,053 11,042 — 62,254 Impairment of goodwill 99,524 — 9,181 39,799 — 148,504 Impairment of other intangible assets 54,600 — 11,721 23,366 — 89,687 Loss from operations (153,225 ) — (18,855 ) (53,754 ) — (225,834 ) Interest expense, net 20,328 — — 421 — 20,749 Foreign currency loss — — — 220 — 220 Loss before income taxes (173,553 ) — (18,855 ) (54,395 ) — (246,803 ) Income tax benefit (23,304 ) — (1,286 ) (3,037 ) — (27,627 ) Loss before equity loss from subsidiaries (150,249 ) — (17,569 ) (51,358 ) — (219,176 ) Equity loss from subsidiaries (68,927 ) — (51,359 ) — 120,286 — Net loss (219,176 ) — (68,928 ) (51,358 ) 120,286 (219,176 ) Other comprehensive income (loss): Pension and other postretirement benefit adjustments, net of tax 3 — 11 13 (24 ) 3 Foreign currency translation adjustments, net of tax (11,232 ) — (11,232 ) (11,232 ) 22,464 (11,232 ) Total comprehensive loss $ (230,405 ) $ — $ (80,149 ) $ (62,577 ) $ 142,726 $ (230,405 ) ASSOCIATED MATERIALS, LLC AND SUBSIDIARIES CONDENSED CONSOLIDATING STATEMENT OF COMPREHENSIVE LOSS For The Nine Months Ended September 27, 2014 (Unaudited, in thousands) Company Co-Issuer Subsidiary Non-Guarantor Reclassification/ Consolidated Net sales $ 681,666 $ — $ 123,813 $ 214,312 $ (149,585 ) $ 870,206 Cost of sales 557,792 — 115,818 165,142 (149,585 ) 689,167 Gross profit 123,874 — 7,995 49,170 — 181,039 Selling, general and administrative expenses 146,389 — 3,099 32,028 — 181,516 Impairment of goodwill 99,524 — 9,181 39,799 — 148,504 Impairment of other intangible assets 54,600 — 11,721 23,366 — 89,687 Restructuring costs (331 ) — — — — (331 ) Loss from operations (176,308 ) — (16,006 ) (46,023 ) — (238,337 ) Interest expense, net 60,592 — — 1,236 — 61,828 Foreign currency loss — — — 836 — 836 Loss before income taxes (236,900 ) — (16,006 ) (48,095 ) — (301,001 ) Income tax benefit (22,048 ) — (1,349 ) (1,471 ) — (24,868 ) Loss before equity loss from subsidiaries (214,852 ) — (14,657 ) (46,624 ) — (276,133 ) Equity loss from subsidiaries (61,281 ) — (46,624 ) — 107,905 — Net loss (276,133 ) — (61,281 ) (46,624 ) 107,905 (276,133 ) Other comprehensive income (loss): Pension and other postretirement benefit adjustments, net of tax 11 — 36 41 (77 ) 11 Foreign currency translation adjustments, net of tax (10,075 ) — (10,075 ) (10,075 ) 20,150 (10,075 ) Total comprehensive loss $ (286,197 ) $ — $ (71,320 ) $ (56,658 ) $ 127,978 $ (286,197 ) |
Condensed consolidating statements of cash flows | ASSOCIATED MATERIALS, LLC AND SUBSIDIARIES CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS For the Nine Months Ended October 3, 2015 (Unaudited, in thousands) Company Co-Issuer Subsidiary Guarantors Non-Guarantor Reclassification/Eliminations Consolidated Net cash (used in) provided by operating activities $ (31,035 ) $ — $ 15,531 $ 6,962 $ — $ (8,542 ) INVESTING ACTIVITIES Capital expenditures (13,160 ) — (113 ) (1,355 ) — (14,628 ) Proceeds from the sale of assets 138 — — 2 — 140 Payments on loans to affiliates — — (15,418 ) (25,000 ) 40,418 — Receipts on loans to affiliates 2,000 — — 14,000 (16,000 ) — Net cash used in investing activities (11,022 ) — (15,531 ) (12,353 ) 24,418 (14,488 ) FINANCING ACTIVITIES Borrowings under ABL facilities 71,700 — — 64,031 — 135,731 Payments under ABL facilities (54,700 ) — — (55,953 ) — (110,653 ) Borrowings from affiliates 40,418 — — — (40,418 ) — Repayments to affiliates (14,000 ) — — (2,000 ) 16,000 — Net cash provided by financing activities 43,418 — — 6,078 (24,418 ) 25,078 Effect of exchange rate changes on cash and cash equivalents — — — (70 ) — (70 ) Net increase in cash and cash equivalents 1,361 — — 617 — 1,978 Cash and cash equivalents at beginning of period 5,933 — — 30 — 5,963 Cash and cash equivalents at end of period $ 7,294 $ — $ — $ 647 $ — $ 7,941 | ASSOCIATED MATERIALS, LLC AND SUBSIDIARIES CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS For The Nine Months Ended September 27, 2014 (Unaudited, in thousands) Company Co-Issuer Subsidiary Guarantors Non-Guarantor Subsidiaries Reclassification/Eliminations Consolidated Net cash (used in) provided by operating activities $ (54,847 ) $ — $ 12,948 $ (3,485 ) $ — $ (45,384 ) INVESTING ACTIVITIES Capital expenditures (7,187 ) — (252 ) (1,033 ) — (8,472 ) Proceeds from the sale of assets 6 — — 3 — 9 Payments on loans to affiliates — — (12,696 ) — 12,696 — Receipts on loans to affiliates 3,900 — — — (3,900 ) — Net cash used in investing activities (3,281 ) — (12,948 ) (1,030 ) 8,796 (8,463 ) FINANCING ACTIVITIES Borrowings under ABL facilities 113,700 — — 48,231 — 161,931 Payments under ABL facilities (67,700 ) — — (48,317 ) — (116,017 ) Borrowings from affiliates 12,696 — — — (12,696 ) — Repayments to affiliates — — — (3,900 ) 3,900 — Net cash provided by (used in) financing activities 58,696 — — (3,986 ) (8,796 ) 45,914 Effect of exchange rate changes on cash and cash equivalents — — — (471 ) — (471 ) Net increase (decrease) in cash and cash equivalents 568 — — (8,972 ) — (8,404 ) Cash and cash equivalents at beginning of period 7,566 — — 13,249 — 20,815 Cash and cash equivalents at end of period $ 8,134 $ — $ — $ 4,277 $ — $ 12,411 |
Basis of Presentation (Details)
Basis of Presentation (Details) | 9 Months Ended | |
Oct. 03, 2015distributorsfacilitiessupply_centers | Oct. 13, 2010 | |
Entity Information [Line Items] | ||
Number of manufacturing facilities | facilities | 11 | |
Contractor customers | 50,000 | |
Company Owned Supply Centers | supply_centers | 122 | |
Independent distributors | 275 | |
Associated Materials, LLC | ||
Entity Information [Line Items] | ||
Entity ownership percentage by Holdings upon merger | 100.00% | |
Hellman & Friedman LLC Affiliated Investment Funds | ||
Entity Information [Line Items] | ||
Entity ownership percentage by Holdings upon merger | 97.00% |
Allowance for Doubtful Accoun33
Allowance for Doubtful Accounts (Details) - USD ($) $ in Thousands | Oct. 03, 2015 | Jan. 03, 2015 |
Allowance for Doubtful Accounts [Abstract] | ||
Allowance for doubtful accounts, current | $ 3,474 | $ 3,542 |
Allowance for doubtful accounts, non-current | 4,233 | 4,549 |
Allowance for doubtful accounts receivable | $ 7,707 | $ 8,091 |
Inventories (Details)
Inventories (Details) - USD ($) $ in Thousands | Oct. 03, 2015 | Jan. 03, 2015 |
Inventory, Net [Abstract] | ||
Raw materials | $ 37,434 | $ 29,300 |
Work-in-progress | 13,697 | 16,442 |
Finished goods | 104,061 | 99,790 |
Inventory, net | $ 155,192 | $ 145,532 |
Goodwill and Other Intangible35
Goodwill and Other Intangible Assets (Table 1 Changes in Goodwill) (Details) $ in Thousands | 9 Months Ended |
Oct. 03, 2015USD ($) | |
Goodwill [Rollforward] | |
Balance at January 3, 2015 | $ 317,257 |
Foreign currency translation | (10,052) |
Balance at July 4, 2015 | $ 307,205 |
Goodwill and Other Intangible36
Goodwill and Other Intangible Assets (Table 2 Other Intangible Assets) (Details) - USD ($) $ in Thousands | Oct. 03, 2015 | Jan. 03, 2015 |
Finite-Lived Intangible Assets, Net | ||
Amortized Intangible Assets, Cost | $ 316,241 | $ 321,856 |
Amortized Intangible Assets, Accumulated Amortization | 123,170 | 106,671 |
Amortized Intangible Assets, Net Carrying Value | 193,071 | 215,185 |
Intangible Assets, Net (Excluding Goodwill) | ||
Amortized and Non-amortized Intangible Assets, Cost (Excluding Goodwill) | 531,523 | 543,971 |
Amortized and Non-amortized Intangible Assets, Net (Excluding Goodwill) | 408,353 | 437,300 |
Non-amortized trade names | ||
Intangible Assets, Net (Excluding Goodwill) | ||
Non-amortized Intangible Assets, Cost | 215,282 | 222,115 |
Amortized customer bases | ||
Finite-Lived Intangible Assets, Net | ||
Amortized Intangible Assets, Cost | 316,221 | 321,836 |
Amortized Intangible Assets, Accumulated Amortization | 123,151 | 106,655 |
Amortized Intangible Assets, Net Carrying Value | 193,070 | 215,181 |
Amortized non-compete agreements | ||
Finite-Lived Intangible Assets, Net | ||
Amortized Intangible Assets, Cost | 20 | 20 |
Amortized Intangible Assets, Accumulated Amortization | 19 | 16 |
Amortized Intangible Assets, Net Carrying Value | $ 1 | $ 4 |
Goodwill and Other Intangible37
Goodwill and Other Intangible Assets (Textual) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Oct. 03, 2015 | Jan. 03, 2015 | Sep. 27, 2014 | Oct. 03, 2015 | Sep. 27, 2014 | Jan. 03, 2015 | Dec. 31, 2011 | |
Finite-Lived Intangible Assets [Line Items] | |||||||
Reporting Unit, Percentage of Fair Value in Excess of Carrying Amount | 14.00% | 14.00% | |||||
Intangible Assets Impaired Accumulated Impairment Loss | $ 169,600 | $ 169,600 | |||||
Goodwill, Impaired, Accumulated Impairment Loss | 228,500 | 228,500 | |||||
Impairment of Intangible Assets (Excluding Goodwill) | 0 | $ 89,687 | 0 | $ 89,687 | $ 89,700 | $ 79,900 | |
Amortization of Intangible Assets | 6,300 | 6,400 | 18,800 | 19,300 | |||
Goodwill, Impairment Loss | $ 0 | $ 148,504 | $ 0 | $ 148,504 | |||
Goodwill, Impaired, Adjustment to Initial Estimate Amount | $ 4,300 | ||||||
Amortized customer bases | |||||||
Finite-Lived Intangible Assets [Line Items] | |||||||
Finite-Lived Intangible Asset, Useful Life | 13 years | ||||||
Amortized non-compete agreements | |||||||
Finite-Lived Intangible Assets [Line Items] | |||||||
Finite-Lived Intangible Asset, Useful Life | 3 years |
Restructuring Costs (Details)
Restructuring Costs (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Oct. 03, 2015 | Sep. 27, 2014 | Oct. 03, 2015 | Sep. 27, 2014 | |
Restructuring Reserve [RollForward] | ||||
Payments | $ 0 | |||
Distribution [Member] | ||||
Restructuring Cost and Reserve [Line Items] | ||||
RestructuringAndRelatedCostIncurredCostNoncashPortion | 2,300 | |||
RestructuringAndRelatedCostExpectedCashPayout | 700 | $ 700 | ||
Restructuring and Related Cost, Incurred Cost | 4,477 | |||
RestructuringAndRelatedCostIncurredCostCashPortion | 2,200 | |||
Restructuring Reserve [RollForward] | ||||
Balance at the beginning of the period | 0 | $ 0 | 0 | $ 0 |
Restructuring Reserve, Accrual Adjustment | 2,177 | 0 | 2,177 | 0 |
Accretion of related lease obligations | 0 | 0 | 0 | 0 |
Payments | 0 | 0 | 0 | |
Balance at the end of the period | 2,177 | 0 | 2,177 | 0 |
Manufacturing [Member] | ||||
Restructuring Reserve [RollForward] | ||||
Balance at the beginning of the period | 1,627 | 2,109 | 1,960 | 2,772 |
Restructuring Reserve, Accrual Adjustment | (442) | 0 | (442) | (331) |
Accretion of related lease obligations | 170 | 120 | 322 | 372 |
Payments | 149 | 185 | 634 | 769 |
Balance at the end of the period | 1,206 | 2,044 | 1,206 | 2,044 |
Facility Closing [Member] | ||||
Restructuring Reserve [RollForward] | ||||
Balance at the beginning of the period | 1,627 | 2,109 | 1,960 | 2,772 |
Restructuring Reserve, Accrual Adjustment | 1,735 | 0 | 1,735 | (331) |
Accretion of related lease obligations | 170 | 120 | 322 | 372 |
Payments | 149 | 185 | 634 | 769 |
Balance at the end of the period | 3,383 | $ 2,044 | $ 3,383 | $ 2,044 |
Contract Termination [Member] | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring and Related Cost, Incurred Cost | 1,400 | |||
Employee Severance [Member] | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring and Related Cost, Incurred Cost | 500 | |||
Other Restructuring [Member] | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring and Related Cost, Incurred Cost | $ 2,200 |
Product Warranty Costs (Details
Product Warranty Costs (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Oct. 03, 2015 | Sep. 27, 2014 | Oct. 03, 2015 | Sep. 27, 2014 | |
Standard Product Warranty Accrual Rollforward | ||||
Balance at the begining of the period | $ 88,901 | $ 92,891 | $ 89,940 | $ 93,207 |
Provision for warranties issued and changes in estimates for pre-existing warranties | 1,513 | 2,104 | 4,220 | 4,930 |
Claims paid | (1,689) | (1,885) | (4,752) | (5,073) |
Foreign currency translation | (449) | (537) | (1,132) | (491) |
Balance at the end of the period | $ 88,276 | $ 92,573 | $ 88,276 | $ 92,573 |
Executive Officers' Separatio40
Executive Officers' Separation and Hiring Costs (Details) - Executive Officer [Member] - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Oct. 03, 2015 | Sep. 27, 2014 | Oct. 03, 2015 | Sep. 27, 2014 | |
Separation and Hiring Costs [Line Items] | ||||
Executive officers' separation and hiring, period costs | $ 0.7 | $ 0.3 | $ 0.8 | $ 3.1 |
Supplemental Unemployment Benefits, Severance Benefits | $ 0.5 | $ 0.5 |
Long-Term Debt (Tables)(Details
Long-Term Debt (Tables)(Details) - USD ($) $ in Thousands | Oct. 03, 2015 | Jan. 03, 2015 |
Debt Instrument [Line Items] | ||
Total long-term debt | $ 927,525 | $ 903,404 |
Line of credit | ||
Debt Instrument [Line Items] | ||
Borrowings under the ABL facilities | 94,500 | 69,400 |
9.125% notes | Senior notes | ||
Debt Instrument [Line Items] | ||
9.125% notes | $ 833,025 | $ 834,004 |
Long-Term Debt (Senior Secured
Long-Term Debt (Senior Secured Notes Textuals) (Details) - Senior notes - USD ($) $ in Millions | Oct. 03, 2015 | Jan. 03, 2015 | May. 01, 2013 | Oct. 31, 2010 |
Original 9.125% Secured Senior Notes [Member] | ||||
Debt Instrument [Line Items] | ||||
Debt instrument, face amount | $ 730 | |||
Debt instrument, interest rate, stated percentage | 9.125% | |||
New 9.125% Secured Senior Notes [Member] | ||||
Debt Instrument [Line Items] | ||||
Debt instrument, face amount | $ 100 | |||
Debt instrument, interest rate, stated percentage | 9.125% | |||
Notes sold at as a percentage of principle amount | 106.00% | |||
Debt instrument, unamortized discount (premium), net | $ 3 | |||
Debt instrument, interest rate, effective percentage | 7.50% | |||
9.125% notes | ||||
Debt Instrument [Line Items] | ||||
Debt instrument, face amount | $ 830 | |||
Debt instrument, interest rate, stated percentage | 9.125% | |||
Long-term debt, fair value | $ 649.6 | $ 652.8 |
Long-Term Debt (ABL Facilities
Long-Term Debt (ABL Facilities Textuals) (Details) - USD ($) $ in Millions | 2 Months Ended | 9 Months Ended | 12 Months Ended | |
Jun. 05, 2015 | Oct. 03, 2015 | Dec. 28, 2013 | Oct. 12, 2010 | |
Line of Credit Facility [Line Items] | ||||
Debt Instrument, Interest Rate Margin Pricing Increments | 25 basis point | |||
Fixed charge coverage ratio | 0.56:1.00 | |||
Line of credit | ||||
Line of Credit Facility [Line Items] | ||||
Line of credit facility, maximum borrowing capacity | $ 225 | |||
Line of credit facility, increase (decrease) in borrowing capacity, net | $ 12 | |||
Write off of deferred debt issuance cost | $ 0.5 | |||
Line of credit facility, unused capacity, commitment fee percentage | 0.375% | |||
Debt instrument, covenant minimum availability as percentage of borrowing base | 10.00% | |||
Debt instrument, covenant minimum availability | $ 15 | $ 20 | ||
Line of credit facility, excess availability | 59.1 | |||
Line of credit facility, remaining borrowing capacity | 79.1 | |||
Letters of Credit Outstanding, Amount | $ 13.1 | |||
US facility | ||||
Line of Credit Facility [Line Items] | ||||
Line of credit facility, maximum borrowing capacity | 150 | |||
Line of credit facility, interest rate at period end | 2.70% | |||
Canadian facility | ||||
Line of Credit Facility [Line Items] | ||||
Line of credit facility, maximum borrowing capacity | $ 75 | |||
Line of credit facility, interest rate at period end | 4.50% | |||
LIBOR | US facility | ||||
Line of Credit Facility [Line Items] | ||||
Debt instrument, description of variable rate basis | LIBOR | |||
CDOR | US facility | ||||
Line of Credit Facility [Line Items] | ||||
Debt instrument, basis spread on variable rate | 2.25% | |||
CDOR | Canadian facility | ||||
Line of Credit Facility [Line Items] | ||||
Debt instrument, description of variable rate basis | CDOR | |||
One-month LIBOR | US facility | ||||
Line of Credit Facility [Line Items] | ||||
Debt instrument, description of variable rate basis | one-month LIBOR | |||
Debt instrument, basis spread on variable rate | 1.25% | |||
Debt instrument, additional basis rate | 1.00% | |||
30 Day CDOR | Canadian facility | ||||
Line of Credit Facility [Line Items] | ||||
Debt instrument, additional basis rate | 1.00% | |||
US prime rate | US facility | ||||
Line of Credit Facility [Line Items] | ||||
Debt instrument, description of variable rate basis | prime rate | |||
Canadian primate rate | Canadian facility | ||||
Line of Credit Facility [Line Items] | ||||
Debt instrument, description of variable rate basis | Canadian prime | |||
Federal Funds Effective Rate | US facility | ||||
Line of Credit Facility [Line Items] | ||||
Debt instrument, description of variable rate basis | Federal Funds Effective Rate | |||
Debt instrument, additional basis rate | 0.50% |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Oct. 03, 2015 | Sep. 27, 2014 | Oct. 03, 2015 | Sep. 27, 2014 | |
Income Tax Disclosure [Abstract] | ||||
Income (loss) before income taxes | $ (3,088) | $ (246,803) | $ (43,785) | $ (301,001) |
Income tax expense (benefit) | $ 2,116 | $ (27,627) | $ 4,879 | $ (24,868) |
Effective Tax Rate | (68.50%) | 11.20% | (11.10%) | 8.30% |
Accumulated Other Comprehensi45
Accumulated Other Comprehensive Loss (Table 1 Change in AOCI) (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Oct. 03, 2015 | Sep. 27, 2014 | |
Other Comprehensive Income (Loss), Pension and Other Postretirement Benefit Plans, Adjustment, before Tax [Roll Forward] | ||
Balance at the beginning of the period | $ (23,781) | $ (3,513) |
Other comprehensive loss before reclassifications | 0 | 0 |
Reclassfications out of accumulated other comprehensive loss, net of tax | 444 | 11 |
Balance at the end of the period | (23,337) | (3,502) |
Other Comprehensive Income (Loss), Foreign Currency Translation Adjustment, before Tax [Roll Forward] | ||
Balance at the beginning of the period | (36,842) | (14,403) |
Other comprehensive loss before reclassficiations | (21,624) | (10,075) |
Reclassifications out of accumulated other comprehensive loss | 0 | 0 |
Balance at the end of the period | (58,466) | (24,478) |
Other Comprehensive Income (Loss), Before Tax [Roll Forward] | ||
Balance at the beginning of the period | (60,623) | (17,916) |
Other comprehensive loss before reclassifications | (21,624) | (10,075) |
Reclassifications out of accumulated other comprehensive loss | 444 | 11 |
Balance at the end of the period | $ (81,803) | $ (27,980) |
Accumulated Other Comprehensi46
Accumulated Other Comprehensive Loss (Table 2 Reclassification out of AOCI) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Oct. 03, 2015 | Sep. 27, 2014 | Oct. 03, 2015 | Sep. 27, 2014 | |
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items] | ||||
Reclassfications out of accumulated other comprehensive loss, net of tax | $ 444 | $ 11 | ||
Reclassification out of Accumulated Other Comprehensive Income [Member] | ||||
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items] | ||||
Amortization of unrecognized prior service costs | $ 7 | $ 5 | 20 | 17 |
Amortization of unrecognized cumulative actuarial net loss | 158 | 3 | 475 | 9 |
Total before tax | 165 | 8 | 495 | 26 |
Tax expense | (20) | (5) | (51) | (15) |
Reclassfications out of accumulated other comprehensive loss, net of tax | $ 145 | $ 3 | $ 444 | $ 11 |
Stock Plans (Details)
Stock Plans (Details) | 1 Months Ended | 3 Months Ended | |
Apr. 30, 2015shares | Jul. 04, 2015USD ($)$ / sharesshares | Jan. 03, 2015shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Additional Shares Authorized | 1,500,000 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized | 9,050,076 | 7,550,076 | |
Employee Stock Option [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share-based Compensation Arrangement by Share-based Payment Award, Modification Plan, Weighted Average Exercise Price Prior to Modification | $ / shares | $ 9.23 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Modification Plan, Average Remaining Contractual Life | 8.8 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Plan Modification, Number of Employees Affected | 17 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Plan Modification, Number of Shares Affected | 4.5 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Plan Modification, Incremental Compensation Cost | $ | $ 0.3 |
Retirement Plans (Details)
Retirement Plans (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Oct. 03, 2015 | Sep. 27, 2014 | Oct. 03, 2015 | Sep. 27, 2014 | |
Domestic Plans | ||||
Net periodic benefit cost: | ||||
Service cost | $ 330 | $ 322 | $ 992 | $ 967 |
Interest cost | 805 | 788 | 2,417 | 2,364 |
Expected return on plan assets | (972) | (1,017) | (2,918) | (3,053) |
Prior service cost | 2 | 3 | 8 | 9 |
Cumulative actuarial net loss | 105 | 0 | 313 | 0 |
Net periodic benefit cost | 270 | 96 | 812 | 287 |
Foreign Plans | ||||
Net periodic benefit cost: | ||||
Service cost | 610 | 597 | 1,900 | 1,794 |
Interest cost | 753 | 911 | 2,346 | 2,738 |
Expected return on plan assets | (893) | (1,079) | (2,783) | (3,243) |
Prior service cost | 6 | 4 | 17 | 14 |
Cumulative actuarial net loss | 57 | 14 | 176 | 42 |
Net periodic benefit cost | 533 | 447 | 1,656 | 1,345 |
OPEB Plans | ||||
Net periodic benefit cost: | ||||
Service cost | 4 | 4 | 10 | 10 |
Interest cost | 43 | 49 | 130 | 147 |
Expected return on plan assets | 0 | 0 | 0 | 0 |
Prior service cost | (1) | (2) | (5) | (6) |
Cumulative actuarial net loss | (4) | (11) | (14) | (33) |
Net periodic benefit cost | $ 42 | $ 40 | $ 121 | $ 118 |
Commitments and Contingencies (
Commitments and Contingencies (Details) - Environmental Issue [Member] - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2011 | Oct. 03, 2015 | |
Loss Contingencies [Line Items] | ||
Environmental Remediation Funding | $ 0.1 | |
Letters of Credit Outstanding, Amount | $ 0.3 | |
Accrual for Environmental Loss Contingencies, Gross | $ 1 |
Business Segments (Tables) (Det
Business Segments (Tables) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Oct. 03, 2015 | Sep. 27, 2014 | Oct. 03, 2015 | Sep. 27, 2014 | |
Revenue from External Customer [Line Items] | ||||
Revenues | $ 339,787 | $ 353,742 | $ 891,402 | $ 870,206 |
Vinyl Windows [Member] | ||||
Revenue from External Customer [Line Items] | ||||
Revenues | 115,637 | 113,807 | 315,278 | 289,837 |
Vinyl Siding Products [Member] | ||||
Revenue from External Customer [Line Items] | ||||
Revenues | 59,593 | 66,511 | 153,111 | 160,233 |
Metal Products [Member] | ||||
Revenue from External Customer [Line Items] | ||||
Revenues | 44,022 | 47,562 | 114,266 | 115,369 |
Third-Party Payor [Member] | ||||
Revenue from External Customer [Line Items] | ||||
Revenues | 85,521 | 91,717 | 213,991 | 218,912 |
Other Products and Services [Member] | ||||
Revenue from External Customer [Line Items] | ||||
Revenues | $ 35,014 | $ 34,145 | $ 94,756 | $ 85,855 |
Business Segments Textual (Deta
Business Segments Textual (Details) | 9 Months Ended |
Oct. 03, 2015 | |
Segment Reporting, Disclosure of Entity's Reportable Segments [Abstract] | |
Number of Operating Segments | 1 |
Number of Reportable Segments | 1 |
Subsidiary Guarantors Condensed
Subsidiary Guarantors Condensed Consolidating Balance Sheet (Details) - USD ($) $ in Thousands | Oct. 03, 2015 | Jan. 03, 2015 | Sep. 27, 2014 | Dec. 28, 2013 |
Current assets: | ||||
Cash and cash equivalents | $ 7,941 | $ 5,963 | $ 12,411 | $ 20,815 |
Accounts receivable, net | 163,075 | 125,121 | ||
Intercompany receivables | 0 | 0 | ||
Inventories | 155,192 | 145,532 | ||
Income taxes receivable | 233 | 144 | ||
Deferred income taxes | 2,439 | 2,439 | ||
Prepaid expenses and other current assets | 11,874 | 15,859 | ||
Total current assets | 340,754 | 295,058 | ||
Property, plant and equipment, net | 93,970 | 93,900 | ||
Goodwill | 307,205 | 317,257 | ||
Other intangible assets, net | 408,353 | 437,300 | ||
Intercompany receivable | 0 | 0 | ||
Other assets | 14,782 | 18,662 | ||
Total assets | 1,165,064 | 1,162,177 | ||
Current liabilities: | ||||
Accounts payable | 127,869 | 94,768 | ||
Intercompany payables | 0 | 0 | ||
Accrued liabilities | 105,814 | 81,734 | ||
Deferred income taxes | 2,083 | 1,292 | ||
Income taxes payable | 2,158 | 1,782 | ||
Total current liabilities | 237,924 | 179,576 | ||
Deferred income taxes | 85,882 | 88,330 | ||
Other Liabilities, Noncurrent | 121,597 | 129,016 | ||
Investment in subsidiaries | 0 | 0 | ||
Long-term debt | 927,525 | 903,404 | ||
Member’s equity | (207,864) | (138,149) | ||
Total liabilities and member's equity | 1,165,064 | 1,162,177 | ||
Company | ||||
Current assets: | ||||
Cash and cash equivalents | 7,294 | 5,933 | 8,134 | 7,566 |
Accounts receivable, net | 121,555 | 98,945 | ||
Intercompany receivables | 340,533 | 356,421 | ||
Inventories | 111,582 | 100,487 | ||
Income taxes receivable | 179 | 0 | ||
Deferred income taxes | 487 | 487 | ||
Prepaid expenses and other current assets | 10,012 | 13,422 | ||
Total current assets | 591,642 | 575,695 | ||
Property, plant and equipment, net | 67,079 | 62,977 | ||
Goodwill | 203,841 | 203,841 | ||
Other intangible assets, net | 290,118 | 305,127 | ||
Intercompany receivable | 0 | 0 | ||
Other assets | 13,556 | 17,246 | ||
Total assets | 1,166,236 | 1,164,886 | ||
Current liabilities: | ||||
Accounts payable | 87,840 | 67,160 | ||
Intercompany payables | 1,794 | 1,794 | ||
Accrued liabilities | 91,638 | 70,439 | ||
Deferred income taxes | 926 | 0 | ||
Income taxes payable | 0 | 46 | ||
Total current liabilities | 182,198 | 139,439 | ||
Deferred income taxes | 51,012 | 51,012 | ||
Other Liabilities, Noncurrent | 80,776 | 84,048 | ||
Investment in subsidiaries | 144,089 | 128,532 | ||
Long-term debt | 916,025 | 900,004 | ||
Member’s equity | (207,864) | (138,149) | ||
Total liabilities and member's equity | 1,166,236 | 1,164,886 | ||
Co-Issuer | ||||
Current assets: | ||||
Cash and cash equivalents | 0 | 0 | 0 | 0 |
Accounts receivable, net | 0 | 0 | ||
Intercompany receivables | 0 | 0 | ||
Inventories | 0 | 0 | ||
Income taxes receivable | 0 | 0 | ||
Deferred income taxes | 0 | 0 | ||
Prepaid expenses and other current assets | 0 | 0 | ||
Total current assets | 0 | 0 | ||
Property, plant and equipment, net | 0 | 0 | ||
Goodwill | 0 | 0 | ||
Other intangible assets, net | 0 | 0 | ||
Intercompany receivable | 833,025 | 834,004 | ||
Other assets | 0 | 0 | ||
Total assets | 833,025 | 834,004 | ||
Current liabilities: | ||||
Accounts payable | 0 | 0 | ||
Intercompany payables | 0 | 0 | ||
Accrued liabilities | 0 | 0 | ||
Deferred income taxes | 0 | 0 | ||
Income taxes payable | 0 | 0 | ||
Total current liabilities | 0 | 0 | ||
Deferred income taxes | 0 | 0 | ||
Other Liabilities, Noncurrent | 0 | 0 | ||
Investment in subsidiaries | 0 | 0 | ||
Long-term debt | 833,025 | 834,004 | ||
Member’s equity | 0 | 0 | ||
Total liabilities and member's equity | 833,025 | 834,004 | ||
Subsidiary Guarantors | ||||
Current assets: | ||||
Cash and cash equivalents | 0 | 0 | 0 | 0 |
Accounts receivable, net | 10,036 | 6,411 | ||
Intercompany receivables | 59,619 | 61,740 | ||
Inventories | 7,185 | 10,969 | ||
Income taxes receivable | 54 | 144 | ||
Deferred income taxes | 1,952 | 1,952 | ||
Prepaid expenses and other current assets | 716 | 996 | ||
Total current assets | 79,562 | 82,212 | ||
Property, plant and equipment, net | 1,297 | 1,474 | ||
Goodwill | 16,713 | 16,713 | ||
Other intangible assets, net | 32,746 | 33,084 | ||
Intercompany receivable | 0 | 0 | ||
Other assets | 6 | 45 | ||
Total assets | 130,324 | 133,528 | ||
Current liabilities: | ||||
Accounts payable | 8,114 | 6,679 | ||
Intercompany payables | 0 | 0 | ||
Accrued liabilities | 5,098 | 4,683 | ||
Deferred income taxes | 0 | 0 | ||
Income taxes payable | 0 | 0 | ||
Total current liabilities | 13,212 | 11,362 | ||
Deferred income taxes | 13,295 | 13,295 | ||
Other Liabilities, Noncurrent | 22,126 | 22,395 | ||
Investment in subsidiaries | 225,780 | 215,008 | ||
Long-term debt | 0 | 0 | ||
Member’s equity | (144,089) | (128,532) | ||
Total liabilities and member's equity | 130,324 | 133,528 | ||
Non-Guarantor Subsidiaries | ||||
Current assets: | ||||
Cash and cash equivalents | 647 | 30 | 4,277 | 13,249 |
Accounts receivable, net | 31,484 | 19,765 | ||
Intercompany receivables | 1,794 | 1,794 | ||
Inventories | 36,425 | 34,076 | ||
Income taxes receivable | 0 | 0 | ||
Deferred income taxes | 0 | 0 | ||
Prepaid expenses and other current assets | 1,146 | 1,441 | ||
Total current assets | 71,496 | 57,106 | ||
Property, plant and equipment, net | 25,594 | 29,449 | ||
Goodwill | 86,651 | 96,703 | ||
Other intangible assets, net | 85,489 | 99,089 | ||
Intercompany receivable | 0 | 0 | ||
Other assets | 1,220 | 1,371 | ||
Total assets | 270,450 | 283,718 | ||
Current liabilities: | ||||
Accounts payable | 31,915 | 20,929 | ||
Intercompany payables | 400,152 | 418,161 | ||
Accrued liabilities | 9,078 | 6,612 | ||
Deferred income taxes | 1,157 | 1,292 | ||
Income taxes payable | 2,158 | 1,736 | ||
Total current liabilities | 444,460 | 448,730 | ||
Deferred income taxes | 21,575 | 24,023 | ||
Other Liabilities, Noncurrent | 18,695 | 22,573 | ||
Investment in subsidiaries | 0 | 0 | ||
Long-term debt | 11,500 | 3,400 | ||
Member’s equity | (225,780) | (215,008) | ||
Total liabilities and member's equity | 270,450 | 283,718 | ||
Reclassification/Eliminations | ||||
Current assets: | ||||
Cash and cash equivalents | 0 | 0 | $ 0 | $ 0 |
Accounts receivable, net | 0 | 0 | ||
Intercompany receivables | (401,946) | (419,955) | ||
Inventories | 0 | 0 | ||
Income taxes receivable | 0 | 0 | ||
Deferred income taxes | 0 | 0 | ||
Prepaid expenses and other current assets | 0 | 0 | ||
Total current assets | (401,946) | (419,955) | ||
Property, plant and equipment, net | 0 | 0 | ||
Goodwill | 0 | 0 | ||
Other intangible assets, net | 0 | 0 | ||
Intercompany receivable | (833,025) | (834,004) | ||
Other assets | 0 | 0 | ||
Total assets | (1,234,971) | (1,253,959) | ||
Current liabilities: | ||||
Accounts payable | 0 | 0 | ||
Intercompany payables | (401,946) | (419,955) | ||
Accrued liabilities | 0 | 0 | ||
Deferred income taxes | 0 | 0 | ||
Income taxes payable | 0 | 0 | ||
Total current liabilities | (401,946) | (419,955) | ||
Deferred income taxes | 0 | 0 | ||
Other Liabilities, Noncurrent | 0 | 0 | ||
Investment in subsidiaries | (369,869) | (343,540) | ||
Long-term debt | (833,025) | (834,004) | ||
Member’s equity | 369,869 | 343,540 | ||
Total liabilities and member's equity | $ (1,234,971) | $ (1,253,959) |
Subsidiary Guarantors Condens53
Subsidiary Guarantors Condensed Consolidating Statement of Comprehensive Loss (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Oct. 03, 2015 | Sep. 27, 2014 | Oct. 03, 2015 | Sep. 27, 2014 | Jan. 03, 2015 | Dec. 31, 2011 | |
Condensed Financial Statements, Captions [Line Items] | ||||||
Net sales | $ 339,787 | $ 353,742 | $ 891,402 | $ 870,206 | ||
Cost of sales | 258,083 | 279,131 | 686,780 | 689,167 | ||
Gross profit | 81,704 | 74,611 | 204,622 | 181,039 | ||
Selling, general and administrative expenses | 61,391 | 62,254 | 182,027 | 181,516 | ||
Goodwill, Impairment Loss | 0 | 148,504 | 0 | 148,504 | ||
Impairment of Intangible Assets (Excluding Goodwill) | 0 | 89,687 | 0 | 89,687 | $ 89,700 | $ 79,900 |
Restructuring costs | 1,787 | 0 | 1,787 | (331) | ||
Income from operations | 18,526 | (225,834) | 20,808 | (238,337) | ||
Interest expense, net | 20,808 | 20,749 | 62,670 | 61,828 | ||
Foreign currency loss | 806 | 220 | 1,923 | 836 | ||
Income (loss) before income taxes | (3,088) | (246,803) | (43,785) | (301,001) | ||
Income tax expense (benefit) | 2,116 | (27,627) | 4,879 | (24,868) | ||
(Loss) income before equity income (loss) from subsidiaries | (5,204) | (219,176) | (48,664) | (276,133) | ||
Equity income (loss) from subsidiaries | 0 | 0 | 0 | 0 | ||
Net income (loss) | (5,204) | (219,176) | (48,664) | (276,133) | ||
Other comprehensive income (loss): | ||||||
Pension and other postretirement benefit adjustments, net of tax | 145 | 3 | 444 | 11 | ||
Foreign currency translation adjustments, net of tax | (8,659) | (11,232) | (21,624) | (10,075) | ||
Total comprehensive (loss) income | (13,718) | (230,405) | (69,844) | (286,197) | ||
Company | ||||||
Condensed Financial Statements, Captions [Line Items] | ||||||
Net sales | 267,732 | 273,512 | 709,642 | 681,666 | ||
Cost of sales | 207,494 | 222,454 | 558,120 | 557,792 | ||
Gross profit | 60,238 | 51,058 | 151,522 | 123,874 | ||
Selling, general and administrative expenses | 49,447 | 50,159 | 146,298 | 146,389 | ||
Goodwill, Impairment Loss | 99,524 | 99,524 | ||||
Impairment of Intangible Assets (Excluding Goodwill) | 54,600 | 54,600 | ||||
Restructuring costs | 1,787 | 1,787 | (331) | |||
Income from operations | 9,004 | (153,225) | 3,437 | (176,308) | ||
Interest expense, net | 19,008 | 20,328 | 57,072 | 60,592 | ||
Foreign currency loss | 0 | 0 | 0 | 0 | ||
Income (loss) before income taxes | (10,004) | (173,553) | (53,635) | (236,900) | ||
Income tax expense (benefit) | 20 | (23,304) | 925 | (22,048) | ||
(Loss) income before equity income (loss) from subsidiaries | (10,024) | (150,249) | (54,560) | (214,852) | ||
Equity income (loss) from subsidiaries | 4,820 | (68,927) | 5,896 | (61,281) | ||
Net income (loss) | (5,204) | (219,176) | (48,664) | (276,133) | ||
Other comprehensive income (loss): | ||||||
Pension and other postretirement benefit adjustments, net of tax | 145 | 3 | 444 | 11 | ||
Foreign currency translation adjustments, net of tax | (8,659) | (11,232) | (21,624) | (10,075) | ||
Total comprehensive (loss) income | (13,718) | (230,405) | (69,844) | (286,197) | ||
Co-Issuer | ||||||
Condensed Financial Statements, Captions [Line Items] | ||||||
Net sales | 0 | 0 | 0 | 0 | ||
Cost of sales | 0 | 0 | 0 | 0 | ||
Gross profit | 0 | 0 | 0 | 0 | ||
Selling, general and administrative expenses | 0 | 0 | 0 | |||
Goodwill, Impairment Loss | 0 | 0 | ||||
Impairment of Intangible Assets (Excluding Goodwill) | 0 | 0 | ||||
Restructuring costs | 0 | 0 | 0 | |||
Income from operations | 0 | 0 | 0 | 0 | ||
Interest expense, net | 0 | 0 | 0 | 0 | ||
Foreign currency loss | 0 | 0 | 0 | 0 | ||
Income (loss) before income taxes | 0 | 0 | 0 | 0 | ||
Income tax expense (benefit) | 0 | 0 | 0 | 0 | ||
(Loss) income before equity income (loss) from subsidiaries | 0 | 0 | 0 | 0 | ||
Equity income (loss) from subsidiaries | 0 | 0 | 0 | 0 | ||
Net income (loss) | 0 | 0 | 0 | 0 | ||
Other comprehensive income (loss): | ||||||
Pension and other postretirement benefit adjustments, net of tax | 0 | 0 | 0 | 0 | ||
Foreign currency translation adjustments, net of tax | 0 | 0 | 0 | 0 | ||
Total comprehensive (loss) income | 0 | 0 | 0 | 0 | ||
Subsidiary Guarantors | ||||||
Condensed Financial Statements, Captions [Line Items] | ||||||
Net sales | 44,388 | 47,373 | 117,128 | 123,813 | ||
Cost of sales | 41,978 | 44,273 | 111,785 | 115,818 | ||
Gross profit | 2,410 | 3,100 | 5,343 | 7,995 | ||
Selling, general and administrative expenses | 1,759 | 1,053 | 5,129 | 3,099 | ||
Goodwill, Impairment Loss | 9,181 | 9,181 | ||||
Impairment of Intangible Assets (Excluding Goodwill) | 11,721 | 11,721 | ||||
Restructuring costs | 0 | 0 | 0 | |||
Income from operations | 651 | (18,855) | 214 | (16,006) | ||
Interest expense, net | 1,616 | 0 | 4,939 | 0 | ||
Foreign currency loss | 0 | 0 | 0 | 0 | ||
Income (loss) before income taxes | (965) | (18,855) | (4,725) | (16,006) | ||
Income tax expense (benefit) | 13 | (1,286) | 90 | (1,349) | ||
(Loss) income before equity income (loss) from subsidiaries | (978) | (17,569) | (4,815) | (14,657) | ||
Equity income (loss) from subsidiaries | 5,798 | (51,359) | 10,711 | (46,624) | ||
Net income (loss) | 4,820 | (68,928) | 5,896 | (61,281) | ||
Other comprehensive income (loss): | ||||||
Pension and other postretirement benefit adjustments, net of tax | 55 | 11 | 173 | 36 | ||
Foreign currency translation adjustments, net of tax | (8,659) | (11,232) | (21,624) | (10,075) | ||
Total comprehensive (loss) income | (3,784) | (80,149) | (15,555) | (71,320) | ||
Non-Guarantor Subsidiaries | ||||||
Condensed Financial Statements, Captions [Line Items] | ||||||
Net sales | 78,243 | 90,493 | 202,968 | 214,312 | ||
Cost of sales | 59,187 | 70,040 | 155,211 | 165,142 | ||
Gross profit | 19,056 | 20,453 | 47,757 | 49,170 | ||
Selling, general and administrative expenses | 10,185 | 11,042 | 30,600 | 32,028 | ||
Goodwill, Impairment Loss | 39,799 | 39,799 | ||||
Impairment of Intangible Assets (Excluding Goodwill) | 23,366 | 23,366 | ||||
Restructuring costs | 0 | 0 | 0 | |||
Income from operations | 8,871 | (53,754) | 17,157 | (46,023) | ||
Interest expense, net | 184 | 421 | 659 | 1,236 | ||
Foreign currency loss | 806 | 220 | 1,923 | 836 | ||
Income (loss) before income taxes | 7,881 | (54,395) | 14,575 | (48,095) | ||
Income tax expense (benefit) | 2,083 | (3,037) | 3,864 | (1,471) | ||
(Loss) income before equity income (loss) from subsidiaries | 5,798 | (51,358) | 10,711 | (46,624) | ||
Equity income (loss) from subsidiaries | 0 | 0 | 0 | 0 | ||
Net income (loss) | 5,798 | (51,358) | 10,711 | (46,624) | ||
Other comprehensive income (loss): | ||||||
Pension and other postretirement benefit adjustments, net of tax | 45 | 13 | 143 | 41 | ||
Foreign currency translation adjustments, net of tax | (8,659) | (11,232) | (21,624) | (10,075) | ||
Total comprehensive (loss) income | (2,816) | (62,577) | (10,770) | (56,658) | ||
Reclassification/Eliminations | ||||||
Condensed Financial Statements, Captions [Line Items] | ||||||
Net sales | (50,576) | (57,636) | (138,336) | (149,585) | ||
Cost of sales | (50,576) | (57,636) | (138,336) | (149,585) | ||
Gross profit | 0 | 0 | 0 | 0 | ||
Selling, general and administrative expenses | 0 | 0 | 0 | 0 | ||
Goodwill, Impairment Loss | 0 | 0 | ||||
Impairment of Intangible Assets (Excluding Goodwill) | 0 | 0 | ||||
Restructuring costs | 0 | 0 | 0 | |||
Income from operations | 0 | 0 | 0 | 0 | ||
Interest expense, net | 0 | 0 | 0 | 0 | ||
Foreign currency loss | 0 | 0 | 0 | 0 | ||
Income (loss) before income taxes | 0 | 0 | 0 | 0 | ||
Income tax expense (benefit) | 0 | 0 | 0 | 0 | ||
(Loss) income before equity income (loss) from subsidiaries | 0 | 0 | 0 | 0 | ||
Equity income (loss) from subsidiaries | (10,618) | 120,286 | (16,607) | 107,905 | ||
Net income (loss) | (10,618) | 120,286 | (16,607) | 107,905 | ||
Other comprehensive income (loss): | ||||||
Pension and other postretirement benefit adjustments, net of tax | (100) | (24) | (316) | (77) | ||
Foreign currency translation adjustments, net of tax | 17,318 | 22,464 | 43,248 | 20,150 | ||
Total comprehensive (loss) income | $ 6,600 | $ 142,726 | $ 26,325 | $ 127,978 |
Subsidiary Guarantors Condens54
Subsidiary Guarantors Condensed Consolidating Statement of Cash Flows (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Oct. 03, 2015 | Sep. 27, 2014 | |
Condensed Financial Statements, Captions [Line Items] | ||
Net cash (used in) provided by operating activities | $ (8,542) | $ (45,384) |
Investing Activities | ||
Capital expenditures | (14,628) | (8,472) |
Proceeds from sale of assets | 140 | 9 |
Payments on loans to affiliates | 0 | 0 |
Receipts on loans to affiliates | 0 | 0 |
Net cash (used in) provided by investing activities | (14,488) | (8,463) |
Financing Activities | ||
Borrowings under ABL facilities | 135,731 | 161,931 |
Payments under ABL facilities | (110,653) | (116,017) |
Borrowings from affiliates | 0 | 0 |
Repayments to affiliates | 0 | 0 |
Net cash provided by (used in) financing activities | 25,078 | 45,914 |
Effect of exchange rate changes on cash and cash equivalents | (70) | (471) |
Net increase (decrease) in cash and cash equivalents | 1,978 | (8,404) |
Cash and cash equivalents at beginning of period | 5,963 | 20,815 |
Cash and cash equivalents at end of period | 7,941 | 12,411 |
Company | ||
Condensed Financial Statements, Captions [Line Items] | ||
Net cash (used in) provided by operating activities | (31,035) | (54,847) |
Investing Activities | ||
Capital expenditures | (13,160) | (7,187) |
Proceeds from sale of assets | 138 | 6 |
Payments on loans to affiliates | 0 | 0 |
Receipts on loans to affiliates | 2,000 | 3,900 |
Net cash (used in) provided by investing activities | (11,022) | (3,281) |
Financing Activities | ||
Borrowings under ABL facilities | 71,700 | 113,700 |
Payments under ABL facilities | (54,700) | (67,700) |
Borrowings from affiliates | 40,418 | 12,696 |
Repayments to affiliates | (14,000) | 0 |
Net cash provided by (used in) financing activities | 43,418 | 58,696 |
Effect of exchange rate changes on cash and cash equivalents | 0 | 0 |
Net increase (decrease) in cash and cash equivalents | 1,361 | 568 |
Cash and cash equivalents at beginning of period | 5,933 | 7,566 |
Cash and cash equivalents at end of period | 7,294 | 8,134 |
Co-Issuer | ||
Condensed Financial Statements, Captions [Line Items] | ||
Net cash (used in) provided by operating activities | 0 | 0 |
Investing Activities | ||
Capital expenditures | 0 | 0 |
Proceeds from sale of assets | 0 | 0 |
Payments on loans to affiliates | 0 | 0 |
Receipts on loans to affiliates | 0 | 0 |
Net cash (used in) provided by investing activities | 0 | 0 |
Financing Activities | ||
Borrowings under ABL facilities | 0 | 0 |
Payments under ABL facilities | 0 | 0 |
Borrowings from affiliates | 0 | 0 |
Repayments to affiliates | 0 | 0 |
Net cash provided by (used in) financing activities | 0 | 0 |
Effect of exchange rate changes on cash and cash equivalents | 0 | 0 |
Net increase (decrease) in cash and cash equivalents | 0 | 0 |
Cash and cash equivalents at beginning of period | 0 | 0 |
Cash and cash equivalents at end of period | 0 | 0 |
Subsidiary Guarantors | ||
Condensed Financial Statements, Captions [Line Items] | ||
Net cash (used in) provided by operating activities | 15,531 | 12,948 |
Investing Activities | ||
Capital expenditures | (113) | (252) |
Proceeds from sale of assets | 0 | 0 |
Payments on loans to affiliates | (15,418) | (12,696) |
Receipts on loans to affiliates | 0 | 0 |
Net cash (used in) provided by investing activities | (15,531) | (12,948) |
Financing Activities | ||
Borrowings under ABL facilities | 0 | 0 |
Payments under ABL facilities | 0 | 0 |
Borrowings from affiliates | 0 | 0 |
Repayments to affiliates | 0 | 0 |
Net cash provided by (used in) financing activities | 0 | 0 |
Effect of exchange rate changes on cash and cash equivalents | 0 | 0 |
Net increase (decrease) in cash and cash equivalents | 0 | 0 |
Cash and cash equivalents at beginning of period | 0 | 0 |
Cash and cash equivalents at end of period | 0 | 0 |
Non-Guarantor Subsidiaries | ||
Condensed Financial Statements, Captions [Line Items] | ||
Net cash (used in) provided by operating activities | 6,962 | (3,485) |
Investing Activities | ||
Capital expenditures | (1,355) | (1,033) |
Proceeds from sale of assets | 2 | 3 |
Payments on loans to affiliates | (25,000) | 0 |
Receipts on loans to affiliates | 14,000 | 0 |
Net cash (used in) provided by investing activities | (12,353) | (1,030) |
Financing Activities | ||
Borrowings under ABL facilities | 64,031 | 48,231 |
Payments under ABL facilities | (55,953) | (48,317) |
Borrowings from affiliates | 0 | 0 |
Repayments to affiliates | (2,000) | (3,900) |
Net cash provided by (used in) financing activities | 6,078 | (3,986) |
Effect of exchange rate changes on cash and cash equivalents | (70) | (471) |
Net increase (decrease) in cash and cash equivalents | 617 | (8,972) |
Cash and cash equivalents at beginning of period | 30 | 13,249 |
Cash and cash equivalents at end of period | 647 | 4,277 |
Reclassification/Eliminations | ||
Condensed Financial Statements, Captions [Line Items] | ||
Net cash (used in) provided by operating activities | 0 | 0 |
Investing Activities | ||
Capital expenditures | 0 | 0 |
Proceeds from sale of assets | 0 | 0 |
Payments on loans to affiliates | 40,418 | 12,696 |
Receipts on loans to affiliates | (16,000) | (3,900) |
Net cash (used in) provided by investing activities | 24,418 | 8,796 |
Financing Activities | ||
Borrowings under ABL facilities | 0 | 0 |
Payments under ABL facilities | 0 | 0 |
Borrowings from affiliates | (40,418) | (12,696) |
Repayments to affiliates | 16,000 | 3,900 |
Net cash provided by (used in) financing activities | (24,418) | (8,796) |
Effect of exchange rate changes on cash and cash equivalents | 0 | 0 |
Net increase (decrease) in cash and cash equivalents | 0 | 0 |
Cash and cash equivalents at beginning of period | 0 | 0 |
Cash and cash equivalents at end of period | $ 0 | $ 0 |
Subsidiary Guarantors (Textuals
Subsidiary Guarantors (Textuals) (Details) | 9 Months Ended |
Oct. 03, 2015 | |
Gentek Holdings, LLC and Gentek Building Products | |
Condensed Financial Statements, Captions [Line Items] | |
Ownership percent of guarantor subsidiaries | 100.00% |
AMH New Finance, Inc | |
Condensed Financial Statements, Captions [Line Items] | |
Ownership percent of guarantor subsidiaries | 100.00% |
Senior notes | 9.125% notes | |
Condensed Financial Statements, Captions [Line Items] | |
Debt instrument, interest rate, stated percentage | 9.125% |