EX-99.1 2 a07-15154_1ex99d1.htm EX-99.1

EXHIBIT 99.1

 

Unaudited Interim Consolidated Financial Statements

(Expressed in U.S. dollars)

 

MASONITE INTERNATIONAL INC.

 

For the Three Month Periods Ended March 31, 2007 and March 31, 2006




 

MASONITE INTERNATIONAL INC.

Unaudited Consolidated Statements of Operations

(In thousands of U.S. dollars)

For the Three Month Periods Ended March 31, 2007 and March 31, 2006

 

 

 

January 1, 2007
—March 31, 2007

 

January 1, 2006
—March 31, 2006
(Restated—note 2)

 

 

 

 

 

 

 

 

 

 

 

 

 

Sales

 

$

569,371

 

$

599,571

 

Cost of sales

 

442,414

 

481,860

 

 

 

126,957

 

117,711

 

 

 

 

 

 

 

Selling, general and administration expenses (note 17)

 

53,413

 

55,669

 

Depreciation

 

22,656

 

21,337

 

Amortization of intangible assets

 

8,895

 

8,868

 

Interest

 

44,820

 

44,783

 

Other expense, net (note 13)

 

1,843

 

2,065

 

 

 

 

 

 

 

Loss before income taxes and non-controlling interest

 

(4,670

)

(15,011

)

 

 

 

 

 

 

Income taxes (note 14)

 

(2,767

)

(6,108

)

Non-controlling interest

 

1,125

 

1,829

 

 

 

 

 

 

 

Net loss

 

$

(3,028

)

$

(10,732

)

 

Basis of presentation (note 1)

See accompanying notes to unaudited consolidated financial statements.

2




 

MASONITE INTERNATIONAL INC.

Unaudited Consolidated Balance Sheets

(In thousands of U.S. dollars)

As at March 31, 2007 and December 31, 2006

 

 

 

March 31, 2007

 

December 31, 2006
(Restated—note 1)

 

 

 

 

 

 

 

Assets

 

 

 

 

 

 

 

 

 

 

 

Current assets:

 

 

 

 

 

Cash and cash equivalents

 

$

43,182

 

$

47,423

 

Accounts receivable (note 3)

 

276,573

 

247,670

 

Inventories (note 4)

 

335,760

 

351,538

 

Prepaid expenses

 

22,892

 

19,131

 

Current future income taxes

 

45,686

 

38,885

 

 

 

724,093

 

704,647

 

 

 

 

 

 

 

Property, plant and equipment

 

860,878

 

873,576

 

Goodwill

 

969,540

 

969,480

 

Intangible assets

 

500,096

 

508,968

 

Other assets (note 5)

 

33,430

 

89,334

 

Long-term future income taxes

 

18,139

 

18,507

 

 

 

$

3,106,176

 

$

3,164,512

 

Liabilities and Shareholder's Equity

 

 

 

 

 

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

Bank indebtedness (note 6)

 

$

37,895

 

$

60,393

 

Accounts payable and accrued expenses (note 8)

 

366,704

 

343,682

 

Income taxes payable

 

28,026

 

26,909

 

Current future income taxes

 

1,473

 

1,629

 

Current portion of long-term debt (note 7)

 

31,064

 

32,221

 

 

 

465,162

 

464,834

 

 

 

 

 

 

 

Long-term debt (note 7)

 

1,851,724

 

1,923,558

 

Long-term future income taxes

 

217,805

 

214,185

 

Other long-term liabilities (note 9)

 

40,819

 

41,081

 

 

 

2,575,510

 

2,643,658

 

 

 

 

 

 

 

Non-controlling interest

 

38,081

 

36,841

 

 

 

 

 

 

 

Shareholder's equity (note 10):

 

 

 

 

 

Share capital

 

567,177

 

567,177

 

Common shares, unlimited shares authorized, 113,435,362 shares issued and outstanding at March 31, 2007 and December 31, 2006

 

 

 

 

 

Contributed surplus

 

5,768

 

4,987

 

Deficit

 

(107,162

)

(104,134

)

Accumulated other comprehensive income

 

26,802

 

15,983

 

 

 

492,585

 

484,013

 

 

 

 

 

 

 

 

 

$

3,106,176

 

$

3,164,512

 

 

Commitments and contingencies (note 12)

Related party transactions (notes 5 and 17)

Basis of presentation (note 1)

See accompanying notes to unaudited consolidated financial statements.

3




MASONITE INTERNATIONAL INC.

Unaudited Consolidated Statements of Changes in Shareholder’s Equity

(In thousands of U.S. dollars)

For the Three Month Periods Ended March 31, 2007 and March 31, 2006

 

 

 

 

 

 

 

 

 

 

Accumulated

 

 

 

 

 

 

 

 

 

 

 

 

 

Other

 

 

 

 

 

 

 

 

 

Contributed

 

 

 

Comprehensive

 

 

 

 

 

Common Shares

 

Surplus

 

Deficit

 

Income

 

Total

 

 

 

Number

 

Value

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance, January 1, 2007

 

113,435,362

 

$

567,177

 

$

4,987

 

$

(104,134

)

$

15,983

 

$

484,013

 

New accounting standard (note 1)

 

 

 

 

 

13,315

 

13,315

 

 

 

113,435,362

 

567,177

 

4,987

 

(104,134

)

29,298

 

497,328

 

Net loss

 

 

 

 

(3,028

)

 

(3,028

)

Other comprehensive income (loss), net of tax:

 

 

 

 

 

 

 

 

 

 

 

 

 

Foreign exchange gain on self-sustaining operations

 

 

 

 

 

1,006

 

1,006

 

Change in fair value of cash flow hedges

 

 

 

 

 

(3,502

)

(3,502

)

Comprehensive loss

 

 

 

 

 

 

 

 

 

 

 

(5,524

)

Share based awards

 

 

 

781

 

 

 

781

 

Balance, March 31, 2007

 

113,435,362

 

$

567,177

 

$

5,768

 

$

(107,162

)

$

26,802

 

$

492,585

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance, January 1, 2006 (Restated—notes 1 and 2)

 

113,435,362

 

$

567,177

 

$

2,956

 

$

(69,800

)

$

(7,984

)

$

492,349

 

Net loss

 

 

 

 

(10,732

)

 

(10,732

)

Other comprehensive loss, net of tax:

 

 

 

 

 

 

 

 

 

 

 

 

 

Foreign exchange loss on self-sustaining operations

 

 

 

 

 

(245

)

(245

)

Comprehensive loss

 

 

 

 

 

 

 

 

 

 

 

(10,977

)

Share based awards

 

 

 

968

 

 

 

968

 

Balance, March 31, 2006

 

113,435,362

 

$

567,177

 

$

3,924

 

$

(80,532

)

$

(8,229

)

$

482,340

 


Basis of presentation (note 1)

See accompanying notes to unaudited consolidated financial statements.

4




MASONITE INTERNATIONAL INC.

Consolidated Statements of Cash Flows

(In thousands of U.S. dollars)

For the Three Month Periods Ended March 31, 2007 and March 31, 2006

 

 

January 1, 2007
—March 31, 2007

 

January 1, 2006
—March 31, 2006
(Restated—note 2)

 

Cash provided by (used in):

 

 

 

 

 

Operating activities:

 

 

 

 

 

Net loss

 

$

(3,028

)

$

(10,732

)

Items not involving cash:

 

 

 

 

 

Depreciation

 

22,656

 

21,337

 

Amortization of intangible assets

 

8,895

 

8,868

 

Non-cash interest expense

 

2,514

 

2,004

 

Loss on sale of property, plant and equipment

 

722

 

313

 

Share based awards

 

784

 

968

 

Future income taxes

 

(5,530

)

(6,968

)

Pension and post-retirement expense and funding, net

 

275

 

157

 

Unrealized foreign exchange on long-term liabilities

 

191

 

 

Non-controlling interest

 

1,125

 

1,829

 

Change in non-cash operating working capital:

 

 

 

 

 

Accounts receivable

 

(28,903

)

(29,417

)

Inventories

 

15,778

 

7,645

 

Income taxes payable

 

1,243

 

(1,170

)

Prepaid expenses

 

(3,761

)

(1,274

)

Accounts payable and accrued expenses

 

22,249

 

5,610

 

 

 

35,210

 

(830

)

Financing activities

 

 

 

 

 

Change in bank indebtedness

 

(22,498

)

12,991

 

Proceeds from issuance of long-term debt

 

 

473

 

Repayment of long-term debt

 

(4,235

)

(8,176

)

Change in other long-term liabilities

 

 

359

 

 

 

(26,733

)

5,647

 

Investing activities

 

 

 

 

 

Proceeds from sale of property, plant and equipment

 

85

 

4,070

 

Additions to property, plant and equipment

 

(8,899

)

(11,309

)

Other investing activities

 

(3,047

)

(3,030

)

 

 

(11,861

)

(10,269

)

Net foreign currency translation adjustment

 

(857

)

(3,349

)

 

 

 

 

 

 

Decrease in cash and cash equivalents

 

(4,241

)

(8,801

)

Cash and cash equivalents, beginning of period

 

47,423

 

47,459

 

Cash and cash equivalents, end of period

 

$

43,182

 

$

38,658

 


Basis of presentation (note 1)

Supplemental cash flow information (note 15)

See accompanying notes to unaudited consolidated financial statements.

5




NOTE 1: SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

These unaudited interim consolidated financial statements are prepared in accordance with Canadian generally accepted accounting principles (“GAAP”).  These unaudited interim consolidated financial statements include the accounts of Masonite International Inc. (the “Company” or “Masonite”) for the three month periods ended March 31, 2007 and March 31, 2006.

On April 6, 2005, pursuant to a combination agreement (the “Transaction”), Stile Acquisition Corp. (“Stile”), a 100% owned subsidiary of Masonite and an affiliate of Kohlberg Kravis Roberts & Co. L.P. (“KKR”), acquired all of the outstanding common shares of Masonite International Corporation (the “Predecessor”).  Immediately thereafter, Stile U.S. Acquisition Corp. (“Stile U.S.”), a 100% owned subsidiary of Masonite, purchased the shares of Masonite Holdings Inc., the holding company of the U.S. operations of the Predecessor, from Stile.

These unaudited interim consolidated financial statements do not include all of the disclosures required by Canadian GAAP for annual financial statements and should be read in conjunction with the annual audited consolidated financial statements, including the notes thereto, for the year ended December 31, 2006.  In the opinion of management, these unaudited interim consolidated financial statements reflect all adjustments which are necessary for a fair presentation of the operating results and financial condition of the Company for such periods and as of such dates.  These unaudited interim consolidated financial statements are prepared using the same accounting policies and methods of application as the annual audited consolidated financial statements except as described below in Recently Adopted Accounting Standards.   Operating results for the interim periods included herein are not necessarily indicative of the results that may be expected for the year ending December 31, 2007.

The Company’s fiscal year is the 52 or 53-week period ending on the Sunday closest to December 31.  In a 52 week year, each fiscal quarter consists of 13 weeks.  The three month periods ended March 31, 2007 and March 31, 2006 consist of 13 weeks.  For presentation purposes, the financial statements and notes refer to March 31 as the Company’s quarter-end.

Principles of Consolidation

The unaudited interim financial statements include the accounts of the Company and its subsidiaries, the accounts of any variable interest entities for which the Company is the primary beneficiary and its proportionate share of assets, liabilities, revenues and expenses from joint ventures.  Intercompany accounts and transactions have been eliminated on consolidation.  The results of subsidiaries acquired during the periods presented are consolidated from their respective dates of acquisition using the purchase method.  Joint ventures are proportionately consolidated from the date of formation.

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the dates of the financial statements and the reported amounts of revenue and expenses during the reporting period.  Significant areas requiring the use of management estimates include the valuation of the allowance for doubtful accounts, the net realizable value of inventories, the determination of the fair value of derivative instruments, the determination of

6




obligations under employee future benefit plans, the determination of share based awards, the valuation of acquired assets, the determination of the fair value of financial instruments, the fair value of goodwill and the useful lives of long-lived assets, as well as determination of impairment thereon, and the recoverability of future income tax assets.  Actual results could differ from those estimates.

Recently Adopted Accounting Standards:

On January 1, 2007, the Company adopted the recommendations of the Canadian Institute of Chartered Accountants Handbook (CICA Handbook) Section 1530, “Comprehensive Income” (“CICA 1530”); Section 3855, “Financial Instruments — Recognition and Measurement” (“CICA 3855”); Section 3861, “Financial Instruments — Disclosure and Presentation” (“CICA 3861”); Section 3865, “Hedges” (“CICA 3865”); and Section 3251, “Equity” (“CICA 3251”).  These sections became effective on January 1, 2007, and provide standards for recognition, measurement, disclosure and presentation of financial assets, financial liabilities and non-financial derivatives, and describe when and how hedge accounting may be applied.   These standards were adopted retroactively without restating prior periods, except for the presentation of translation gains or losses on self-sustaining operations.

CICA 1530 provides standards for the reporting and presentation of comprehensive income, which represents the change in equity, from transactions and other events and circumstances from non-owner sources.  Other comprehensive income is defined by revenues, expenses, gains and losses that are recognized in comprehensive income, but excluded from net income, in conformity with the generally accepted accounting principles.  As a result of adopting CICA 1530 as of January 1, 2007, the Company reclassified the balance in the cumulative translation adjustment presented on the consolidated balance sheet of $15,983 at December 31, 2006 to accumulated other comprehensive income, which is presented as a new category of shareholder’s equity on the consolidated balance sheet.

CICA 3855 requires that all financial assets be classified as held for trading, held-to-maturity investments, loans and receivables or available-for-sale categories.  Also, all financial liabilities must be classified as held for trading or other financial liabilities upon initial recognition.  All financial instruments, other than those that are held-to-maturity, are recorded on the consolidated balance sheet at fair value.  After initial recognition, the financial instruments should be measured at their fair values, except for held-to-maturity investments, loans and receivables and other financial liabilities, which should be measured at amortized cost using the effective interest rate method.  The effective interest related to financial assets and liabilities and the gain or loss arising from a change in the fair value of a financial asset or financial liability classified as held for trading is included in net income as a component of interest expense for the period in which it arises.  If a financial asset is classified as available-for-sale, the gain or loss should be recognized in other comprehensive income until the financial asset is derecognized and all cumulative gain or loss is then recognized in net income as a component of interest expense.  In addition, it is the Company’s policy that transaction costs with respect to instruments not classified as held-for-trading are recognized as an adjustment to the cost of the underlying instrument, and amortized using the effective interest method as a component of interest expense.  As a result of adopting CICA 3855 at January 1, 2007, the Company reclassified $71,282 of unamortized financing costs, which were previously recorded in other assets, to long-term debt. All financial instruments held by the Company are classified as held-to-maturity.

CICA 3865 replaces Accounting Guideline 13, “Hedging Relationships” (“AcG-13”), and provides new standards for the accounting treatment of qualifying hedging relationships and the related disclosures.  The Company’s derivative financial instruments, which consist of interest rate swap agreements that have been designated as cash flow hedges, have been reported at fair value as a result of the implementation of CICA 3855 and 3865.  The unrealized gains and losses that arise as a result of re-

7




measuring the swap agreements at their fair value at the end of each period are recognized, net of income taxes, in other comprehensive income in the period.  As a result of adopting CICA 3855 and 3865 at January 1, 2007, the Company recognized an asset of $13,315, net of taxes of $3,339 related to its interest rate swap in accumulated other comprehensive income.  For the three month period ending March 31, 2007, the interest rate swaps designated as cash flow hedges were determined to be effective.

An embedded derivative is a component of a hybrid instrument that also includes a non-derivative host contract, with the effect that some of the cash flows of the combined instrument vary in a way similar to a stand-alone derivative.  If certain conditions are met, an embedded derivative is separated from the host contract and accounted for as a derivative in the balance sheet, at its fair value.  The Company recognizes embedded derivatives on its consolidated balance sheet, if applicable.  As a result of adopting CICA 3855, the Company conducted a search for embedded derivatives in all contractual agreements dated subsequent to January 1, 2003 and did not identify any embedded features that required separate presentation from the related host contract.

The adoption of CICA 3251 did not have an impact on the Company’s unaudited interim consolidated financial statements.

The following table shows the impact on the December 31, 2006 balances of adopting CICA 1530, 3855, 3865 and 3251 on January 1, 2007:

 

 

Balance—
December 31,
2006

 

Adoption of
Financial
Instruments

 

Balance—
January 1, 2007

 

Other assets

 

$

89,334

 

$

(54,628

)

$

31,367

 

Long-term debt

 

1,955,779

 

(71,282

)

1,884,497

 

Long-term future income taxes

 

214,185

 

3,339

 

217,524

 

Cumulative translation adjustment

 

15,983

 

(15,983

)

 

Accumulated other comprehensive income

 

 

29,298

 

29,298

 

 

8




NOTE 2:  RESTATEMENTS

The Company determined that it had incorrectly recorded a full valuation allowance against certain non-capital loss carryforwards at March 31, 2006 when there were existing future reversals of taxable temporary differences related to unrealized foreign exchange gains and certain intangible assets.  In order to correct this error, the Company reduced each of the long-term future income tax liability and future income tax expense as at and for the three month period ended March 31, 2006 by $7,800.

The Company also reclassified the charges incurred in the three month period ended March 31, 2006 of $1,964 relating to the sale of trade receivables from interest expense to selling, general and administration expenses.

As a result of these restatements, the following balances changed:

 

 

As Previously
Reported

 

Restatement

 

As Restated

 

Unaudited Consolidated Statement of Operations
January 1, 2006 — March 31, 2006

 

 

 

 

 

 

 

Selling, general and administration expense

 

$

53,705

 

$

1,964

 

$

55,669

 

Interest

 

46,747

 

(1,964

)

44,783

 

Income taxes

 

1,692

 

(7,800

)

(6,108

)

Net loss

 

(18,532

)

7,800

 

(10,732

)

 

 

 

 

 

 

 

 

Unaudited Consolidated Statement of Cash Flows

 

 

 

 

 

 

 

January 1, 2006 —March 31, 2006

 

 

 

 

 

 

 

Net loss

 

(18,532

)

7,800

 

(10,732

)

Future income taxes

 

832

 

(7,800

)

(6,968

)

 

NOTE 3: ACCOUNTS RECEIVABLE

The Company has an agreement (the “Facilities Agreement”) to sell up to $135,000 of non-interest bearing trade accounts receivable.  The charges incurred under the Facilities Agreement are calculated based on the receivables sold and the prevailing LIBOR interest rate plus a spread of 1.25% at March 31, 2007 (December 31, 2006 – 1.25%).  Information regarding balances sold and charges incurred on the Facilities Agreement is included in the table below.

The Company also has an additional agreement (the “Acquired Facilities Agreement”) to sell receivables of a specific customer.  The charges incurred under the Acquired Facilities Agreement are calculated based on the receivables sold and the prevailing LIBOR interest rate plus a spread of 1.75% at March 31, 2006 (December 31, 2006 – 1.75%).  In March of 2007, further sales under the Acquired Facilities Agreement were terminated and were transitioned to the Facilities Agreement.  Information regarding the balances sold and charges incurred on the Acquired Facilities Agreement is included in the following table:

9




 

 

 

March 31, 2007

 

December 31, 2006

 

Receivables sold at period end:

 

 

 

 

 

Facilities Agreement

 

$

93,458

 

$

88,063

 

Acquired Facilities Agreement

 

15,494

 

24,841

 

 

 

$

108,952

 

$

112,904

 

 

 

 

January 1, 2007
— March 31, 2007

 

January 1, 2006
— March 31, 2006

 

Charges incurred in the period

 

 

 

 

 

Facilities Agreement

 

$

1,370

 

$

1,607

 

Acquired Facilities Agreement

 

278

 

357

 

 

 

$

1,648

 

$

1,964

 

 

NOTE 4:  INVENTORIES

 

 

March 31, 2007

 

December 31, 2006

 

Raw materials

 

$

212,793

 

$

222,364

 

Finished goods

 

122,967

 

129,174

 

 

 

$

335,760

 

$

351,538

 

 

NOTE 5:  OTHER ASSETS

 

 

March 31, 2007

 

December 31, 2006

 

Deferred financing fees, less accumulated amortization of nil (December 31, 2006 - $25,043)

 

$

 

$

71,282

 

Interest rate swaps

 

12,265

 

 

Receivable from parent

 

16,498

 

13,408

 

Long-term receivables and other

 

4,667

 

4,644

 

 

 

$

33,430

 

$

89,334

 

 

The interest rate swap of $12,265 is measured at its fair value, based on a mark-to-market valuation received from the counterparty at period end.

Included in long-term receivables and other at March 31, 2007 is $3,894 (December 31, 2006 - $3,894) in receivables due over the next five years pursuant to a royalty agreement. The $16,498 (December 31, 2006 - $13,408) due from Masonite Holding Corporation (“Holdings”), the Company’s parent, represents share purchase and redemption transactions of the Parent’s shares that were funded by a subsidiary of the Company.  The amount receivable from Holdings is non-interest bearing, unsecured, and has no set terms of repayment.

10




 

NOTE 6:  BANK INDEBTEDNESS

 

 

March 31, 2007

 

December 31, 2006

 

Revolving credit facility

 

$

24,000

 

$

43,000

 

Other borrowings and overdrafts

 

13,895

 

17,393

 

 

 

$

37,895

 

$

60,393

 

 

The Company has a $350,000 revolving credit facility as part of its banking arrangements.  Interest on the revolving credit facility is subject to a pricing grid ranging from LIBOR plus 1.75% to LIBOR plus 2.50%, and is secured by fixed and floating charges over substantially all of Masonite’s assets.  As of March 31, 2007, the revolving credit facility interest rate was LIBOR plus 2.50% (December 31, 2006 — LIBOR plus 2.50%).

The revolving credit facility also provides for payment to the lenders of a commitment fee on the average daily undrawn commitments at a rate ranging from 0.375% to 0.5% per annum, a fronting fee of 0.125%, and a letter of credit fee ranging from 1.75% to 2.5% (less the 0.125% fronting fee).

Interest on the revolving credit facility for the period ended March 31, 2007 was $900 (period ended March 31, 2006 - $2,091).

 

NOTE 7: LONG-TERM DEBT

 

 

March 31, 2007

 

December 31, 2006

 

Senior Secured Credit Facilities, bearing interest at LIBOR plus 2.00% due April 6, 2013, net of deferred financing fees of $33,608 (2006 — nil)

 

$

1,117,892

 

$

1,154,438

 

Senior Subordinated Notes, bearing interest at 11%, due October 6, 2015, net of deferred financing fees of $34,672 (2006 — nil)

 

714,684

 

747,231

 

Senior Subordinated Term Loan, bearing interest at 11%, due October 6, 2015, net of deferred financing fees of $476 (2006 — nil)

 

20,024

 

22,625

 

Bank term loan bearing interest at LIBOR plus 1.50%, due November 27, 2009

 

9,760

 

10,700

 

Bank term loan bearing interest at LIBOR plus 0.49% (2005 — 1.40%) due July 16, 2007

 

7,500

 

7,500

 

Bank term loan bearing interest at LIBOR plus 0.49% (2005 —0.49%) due January 4, 2008

 

7,500

 

7,500

 

Other loans, at various interest dates and maturities

 

5,428

 

5,785

 

 

 

1,882,788

 

1,955,779

 

Less current portion

 

31,064

 

32,221

 

 

 

$

1,851,724

 

$

1,923,558

 

 

11




 

The aggregate amount of principal repayments in the twelve month periods ending March 31 in each of the next five years and thereafter, net of deferred financing fees, is as follows:

2008

 

$

31,064

 

2009

 

16,910

 

2010

 

16,246

 

2011

 

12,631

 

2012

 

11,836

 

Thereafter

 

1,862,857

 

 

 

$

1,951,544

 

 

The Company’s senior secured credit facilities include an eight year $1,175,000 term loan that bears interest at LIBOR plus 2.00% and amortizes at 1% per year.  This facility requires the Company to meet a minimum interest coverage ratio starting at 1.5 times and increasing over time to 2.2 times adjusted earnings before interest, taxes, depreciation and amortization, as defined in the credit agreement (“Adjusted EBITDA”), and a maximum leverage ratio, which is defined generally as total indebtedness including outstanding letters of credit less cash on hand, starting at 7.9 times, and decreasing over time to 4.75 times, Adjusted EBITDA.

At March 31, 2007, the Company was required to have met a minimum interest coverage ratio of 1.6 times Adjusted EBITDA, and a maximum leverage ratio of 7.4 times Adjusted EBITDA.  In addition, the senior secured credit facilities limit, among other things, the incurrence of additional indebtedness, investments, dividends, transactions with affiliates, asset sales, acquisitions, mergers and consolidations, prepayments of other indebtedness, liens and other encumbrances, additional payments based on excess cash flows, and other matters customarily restricted in such agreements.  This facility also contains certain customary events of default, subject to grace periods, as appropriate.  The senior secured credit facilities are secured by a fixed and floating charge over the assets of the Company and the guarantor subsidiaries, as defined in the credit agreement.  At March 31, 2007 and 2006, the Company was in compliance with both of these ratios.

The Company also had a senior subordinated bridge loan agreement for a $770,000 senior subordinated loan.  The senior subordinated loan initially carried an interest rate of LIBOR plus 6.00% and increased over time to a maximum interest rate of 11% per annum, which was reached during the second quarter of 2006.  At the option of the lenders, all or a portion of the senior subordinated loan can be converted on or after October 6, 2006 to senior subordinated notes due 2015, which will bear interest at the rate applicable to the senior subordinated loan immediately prior to conversion and will be subject to registration rights.  On October 6, 2006, the $770,000 senior subordinated bridge loan automatically converted into a $770,000 senior subordinated term loan, bearing interest at 11%.  Upon notice of conversion by the holders of the senior subordinated term loan, $749,356 of the senior subordinated term loan converted to senior subordinated notes due 2015, which bear interest at 11% and are subject to registration rights.  On May 18, 2007, the Company’s Registration Statement was declared effective by the Securities and Exchange Commission (“SEC”). Subsequent to March 31, 2007, the remaining senior subordinated term loan holders elected to convert their holdings into senior subordinated notes.

The Company did not consummate a registered exchange offer for the notes by April 4, 2007 and thus pursuant to the Exchange and Registration Rights Agreement relating to the senior subordinated notes due 2015, additional interest began to accrue as of April 5, 2007 in an amount equal to $0.05 per week per $1,000 principal amount of outstanding notes for a period of 90 days.  The amount of additional interest shall increase by an additional $0.05 per week per $1,000 principal amount of outstanding notes with respect to each 90-day period for which the exchange

12




 

offer is not consummated, provided that the additional interest in the aggregate shall not exceed $0.20 per week per $1,000 principal amount of outstanding notes.  The Company may elect to pay such additional interest through the issuance of additional notes, as provided in the indentures relating to the notes.  Additional interest will continue to accrue at $0.20 per week per $1,000 principal amount without a maximum until the exchange offer is consummated.

At March 31, 2007, the Company recorded a liability of $346 in respect of the anticipated additional interest until the exchange offer is consummated in June 2007.

The Company’s weighted average interest rate at March 31, 2007 was 8.1% (December 31, 2006 — 8.1%).

Interest on long-term debt for the period ended March 31, 2007 was $40,336 (period ended March 31, 2006 — $39,247).

On April 26, 2005, Masonite entered into interest rate swap agreements to convert $1,150,000 of floating rate debt into fixed rate debt.  At March 31, 2007, a total of $1,050,000 of floating rate debt has been converted into fixed rate debt, after $100,000 amortized in April 2006, at an interest rate of 4.22% plus a credit spread of 2.00%.  These swaps amortize over a five year period and mature in 2010.  At March 31, 2007, the fair value of these agreements represented an asset of $12,265, and is included in other assets (note 5).    Pursuant to CICA 3865, the Company has established a hedging relationship with formal documentation between the interest rate swap and the long-term debt.

 

NOTE 8:  ACCOUNTS PAYABLE AND ACCRUED EXPENSES

 

 

March 31, 2007

 

December 31, 2006

 

Trade payables

 

$

166,811

 

$

153,045

 

Interest

 

56,053

 

35,887

 

Payroll and related remittances

 

46,348

 

42,487

 

Customer incentives

 

27,432

 

40,516

 

Restructuring and severance

 

7,306

 

7,783

 

Other

 

62,754

 

63,964

 

 

 

$

366,704

 

$

343,682

 

 

NOTE 9:  OTHER LONG-TERM LIABILITIES

 

 

March 31, 2007

 

December 31, 2006

 

U.S. defined benefit plan

 

$

12,461

 

$

12,224

 

Advances from minority interest shareholders

 

11,622

 

11,443

 

United Kingdom defined benefit plan

 

8,704

 

8,670

 

Severances payable

 

3,148

 

3,925

 

Notes payable issued in a business combination

 

1,276

 

1,273

 

Other post employment benefits

 

3,608

 

3,546

 

 

 

$

40,819

 

$

41,081

 

 

13




 

NOTE 10:  SHAREHOLDER’S EQUITY

(a)  Share capital:

Masonite is authorized to issue an unlimited number of common shares.

 

 

March 31, 2007

 

December 31, 2006

 

Number of common shares outstanding

 

113,435,362

 

113,435,362

 

Share capital

 

$

567,177

 

$

567,177

 

 

Masonite is a wholly owned subsidiary of Holdings.  As at March 31, 2007, management owns a 5.0% interest in Holdings (December 31, 2006 — 5.8%).  Holdings provides a stock option plan to allow management and key employees of Masonite to purchase shares of Holdings.

Information with respect to Masonite’s participation in Holdings’ stock option plan is included below.

Options to acquire shares of Holdings have a 10 year term and an exercise price of $5.00.  The vesting period of the options varies with the type of option granted.

Of the total options granted in 2006 (the “2006 Options”), 1,275,000 vest equally over a 5 year period with the passage of time, and 1,275,000 options vest based on pre-established performance criteria set for each period in a 5 year period.  If the performance criteria for a fiscal period are met, those options will vest accordingly.  Also included as part of the performance based options criteria are cumulative targets.  If the cumulative targets at the end of a subsequent fiscal period are met, options in that period, as well as previously unvested options in periods where the performance criteria were not met, become vested.   In addition to the options granted above, 300,000 additional options vested immediately.  None of the 2006 Options have been exercised or cancelled.

Of the total options granted in 2005 (the “2005 Options”), 11,745,390 vest equally over a 5 year period with the passage of time, and 11,745,389 options vest based on pre-established performance criteria set for each period in a 5 year period.  If the performance criteria for a fiscal period are met, those options will vest accordingly.  Also included as part of the performance based options criteria are cumulative targets.  If the cumulative targets at the end of a subsequent fiscal period are met, options in that period, as well as previously unvested options in periods where the performance criteria were not met, become vested.   In addition, 1,015,000 options were granted that will vest only if specific cumulative performance targets are met at the end of a 5 year period.  Since the grant date of the 2005 Options, 6,354,765 time based, 6,354,766 performance based and 615,000 cumulative performance based options have been cancelled.

January 1, 2007 —
March 31, 2007

 

Time Based
Options

 

Performance
Based Options

 

Cumulative
Performance
Options

 

Immediate
Vesting

 

Number of options outstanding, beginning of period

 

7,200,625

 

7,856,625

 

400,000

 

300,000

 

Number of options granted

 

 

 

 

 

Number of options exercised

 

 

 

 

 

Number of options cancelled

 

(535,000

)

(1,191,000

)

 

 

Number of options outstanding, end of period

 

6,665,625

 

6,665,625

 

400,000

 

300,000

 

 

14




 

January 1, 2006 —
March 31, 2006

 

Time Based
Options

 

Performance
Based Options

 

Cumulative
Performance
Options

 

Immediate
Vesting

 

Number of options outstanding, beginning of period

 

9,114,140

 

9,114,139

 

640,000

 

 

Number of options granted

 

 

 

 

 

Number of options exercised

 

 

 

 

 

Number of options cancelled

 

(689,141

)

(689,141

)

 

 

Number of options outstanding, end of period

 

8,424,999

 

8,424,998

 

640,000

 

 

 

January 1, 2007 —
March 31, 2007

 

Total Number of
Options

 

Weighted Average
Exercise Price

 

Options outstanding, beginning of period

 

15,757,250

 

$

5.00

 

Options granted

 

 

 

Options exercised

 

 

 

Options cancelled

 

(1,726,000

)

5.00

 

Options outstanding, end of period

 

14,031,250

 

$

5.00

 

 

January 1, 2006 —
March 31, 2006

 

Total Number of 
Options

 

Weighted Average
Exercise Price

 

Options outstanding, beginning of period

 

18,868,279

 

$

5.00

 

Options granted

 

 

 

Options exercised

 

 

 

Options cancelled

 

(1,378,282

)

5.00

 

Options outstanding, end of period

 

17,489,997

 

$

5.00

 

 

The weighted average fair value at the grant date for the time based, performance based and immediate vesting 2006 Options issued by Holdings was $2.03.  The weighted average fair value at the grant date for the 2005 Options issued by Holdings was $1.09.

Information regarding the number of options outstanding by type, the average remaining contractual life, and the number of options exercisable is as follows:

March 31, 2007

 

Options Outstanding

 

Options Exercisable

 

 

 

Number
Outstanding

 

Average Remaining
Contractual Life
(years)

 

Number Exercisable

 

Time based

 

6,665,625

 

8.33

 

1,138,125

 

Performance based

 

6,665,625

 

8.33

 

 

Cumulative performance

 

400,000

 

8.02

 

 

Immediate vesting

 

300,000

 

9.61

 

300,000

 

 

 

14,031,250

 

 

 

1,438,125

 

 

15




 

Although 1,138,125 time-based and 300,000 immediate vesting options have vested and are exercisable, the Option Agreement restricts option holders from exercising, selling or transferring their options until December 31, 2009 unless certain conditions occur.

The Company has determined that the total stock-based awards expense for awards granted to employees, using the minimum value method for the 2005 Options and the Black-Scholes method for the 2006 Options, was $784 in the three month period ended March 31, 2007 (March 31, 2006 - $968).  The determination of total stock-based awards was adjusted for options that have been cancelled and or are not expected to vest.  The assumptions used in the determination of the fair value of stock options are as follows:

 

 

2006 Options

 

2005 Options

 

Risk-free rate

 

4.7

%

4.1

%

Expected dividend yield

 

0

%

0

%

Expected volatility of the market price of the Company’s shares

 

32

%

0

%

Expected option life (in years)

 

6

 

6

 

 

16




 

(b)  Accumulated other comprehensive income

As a result of adopting CICA 1530, the statement of accumulated other comprehensive income is as follows:

 

 

March 31, 2007

 

December 31, 2006

 

Opening balance of cumulative translation adjustment account

 

$

15,983

 

$

 

Adoption of CICA 1530

 

 

15,983

 

 

 

 

 

 

 

Foreign exchange gain on self-sustaining operations

 

1,006

 

 

Closing balance

 

16,989

 

15,983

 

 

 

 

 

 

 

Opening balance of net gain (loss) on cash flow hedges

 

 

 

 

 

 

 

 

 

Adoption of new accounting standards (note 1), net of tax of $3,339

 

13,315

 

 

Change in fair value of cash flow hedges, net of tax of $887

 

(3,502

)

 

Closing balance

 

9,813

 

 

 

 

 

 

 

 

Accumulated other comprehensive income

 

$

26,802

 

$

15,983

 

 

NOTE 11: EMPLOYEE FUTURE BENEFITS

(a)  U.S. defined benefit plan:

The Predecessor had a defined benefit plan covering approximately 2,000 employees in the United States.  Benefits under the plan were largely curtailed in 2003, and are a function of compensation levels, benefit formulas and years of service.  The Company accrues the expected costs of providing plan benefits during the periods in which the employees render service.  The measurement date used for the accounting valuation for the defined benefit plan was December 31, 2006, while the most recent actuarial valuation was updated to January 1, 2006.  Information about the defined benefit plan for the three month periods ended March 31, 2007 and March 31, 2006 is as follows:

 

 

January 1, 2007
— March 31, 2007

 

January 1, 2006
— March 31, 2006

 

Pension expense

 

 

 

 

 

Current service cost

 

$

288

 

$

277

 

Interest cost

 

1,111

 

1,057

 

Expected return on plan assets

 

(1,162

)

(1,135

)

Net pension expense

 

$

237

 

$

199

 

 

(b)  United Kingdom defined benefit plan:

The Company also has a defined benefit plan in the United Kingdom, which has been curtailed in prior years.  Total pension expense in the three month period ended March 31, 2007 was $43 (March 31, 2006 - $43).

17




(c)  U.S. post-retirement benefit plan:

The Predecessor maintained a contributory retiree medical plan and a limited non-contributory life insurance benefit covering approximately 350 employees in the United States.  Total post-retirement expense in the three month period ended March 31, 2007 was $40 (March 31, 2006 - $53).

NOTE 12: COMMITMENTS AND CONTINGENCIES

Masonite has entered into forward foreign currency contracts to hedge foreign currency risk.  At March 31, 2007, unrealized gains totalled $393 (December 31, 2006 - $14) and unrealized losses totalled nil (December 31, 2006 - $56). The Company had the following outstanding foreign exchange forward contracts representing commitments to buy and sell foreign currencies at March 31, 2007:

Year of Maturity

 

Currency Sold

 

Amount Sold

 

Currency Purchased

 

Weighted Average
Rate

 

2007

 

GBP

 

6,000

 

EUR

 

1.5101

 

2007

 

USD

 

2,770

 

ZAR

 

7.4441

 

2007

 

USD

 

2,392

 

CAD

 

1.1708

 

2007

 

ZAR

 

8,084

 

EUR

 

0.1041

 

2007

 

USD

 

700

 

EUR

 

0.7711

 

2007

 

GBP

 

1,000

 

USD

 

1.9660

 

For lease agreements that provide for escalating rent payments or rent-free occupancy periods, the Company recognizes rent expense on a straight line basis over the non-cancellable lease term and any option renewal period where failure to exercise such option would result in an economic penalty in such amount that renewal appears, at the inception of the lease, to be reasonably assured.  The lease term commences on the date when all conditions precedent to the Company’s obligation to pay rent are satisfied.  The leases generally contain provisions for 1 to 3 renewal options of 5 years each.  Future minimum payments, in the twelve month periods ending March 31, under non-cancellable operating leases with initial or remaining terms of one year or more consisted of the following:

2008

 

$

23,509

 

2009

 

17,132

 

2010

 

13,120

 

2011

 

11,022

 

2012

 

8,861

 

Thereafter

 

25,233

 

 

 

$

98,877

 

Masonite has provided standard indemnifications to its landlords under certain property lease agreements for claims by third parties in connection with its use of the premises.  The maximum amount of these indemnifications cannot be reasonably estimated due to their nature.  Historically, neither the Company nor the Predecessor made any significant payments relating to such indemnifications.

In addition to the above indemnifications, Masonite has also provided routine indemnifications, whose terms range in duration and often are not explicitly defined.  These may include indemnifications against adverse effects to changes in tax laws and patent infringements by third parties.  The maximum amounts from these indemnifications cannot be reasonably estimated.  In some cases, Masonite has recourse against other parties to mitigate its risk of

18




 

loss from these indemnifications.  Historically, the Predecessor did not make significant payments relating to these types of indemnifications.

The Company is involved in various claims and legal actions.  In the opinion of management, the ultimate disposition of these matters will not have a material adverse effect on the Company’s consolidated financial position or liquidity.

NOTE 13: OTHER EXPENSE, NET

 

 

January 1, 2007
— March 31, 2007

 

January 1, 2006
— March 31, 2006

 

 

 

 

 

 

 

Restructuring and severance (a)

 

$

930

 

$

1,581

 

Loss on disposal of property, plant and equipment (b)

 

722

 

313

 

Other (c)

 

191

 

171

 

 

 

$

1,843

 

$

2,065

 


(a)             Restructuring and severance expenses:

The restructuring and severance expense for the three month period ended March 31, 2007 relates to the closure of three manufacturing facilities in the United States as a result of a customer transferring sales from the Company to a competitor.  The shutdown of these facilities is expected to be completed in the third quarter of 2007.  These closures were announced in the first quarter. Also included are severance benefits for certain former senior executives of the Company.

The following table details the activity in the accrued restructuring liability for the three month period ended March 31, 2007:

 

 

Provision
December 31,
2006

 

Provision

 

Payments

 

Provision
March 31, 2007

 

Reduction in staff levels

 

$

4,899

 

$

71

 

$

1,323

 

$

3,647

 

Executive and management compensation

 

6,679

 

556

 

994

 

6,241

 

Frederick, Maryland; Toledo, Ohio and Logan Township, New Jersey plant closures

 

 

489

 

24

 

465

 

Woodbridge, Ontario plant closure

 

130

 

 

29

 

101

 

 

 

$

11,708

 

$

1,116

 

$

2,370

 

$

10,454

 

Included in the provision column in the table above is $186 in charges related to the accretion of previously discounted severance liability.  The current portion of the accrued restructuring liability

19




 

is included in accounts payable and accrued expenses on the balance sheet, with the long-term portion recorded in other long-term liabilities.

(b)            Loss on disposal of property, plant and equipment:

For the three month period ended March 31, 2007, the Company disposed of idle property, plant and equipment, as well as other machinery and equipment for cash consideration of $85. The disposal of these assets resulted in a net loss of $722, which is included in other expense, net.

For the three month period ended March 31, 2006, the Company disposed of idle property, plant and equipment, as well as other machinery and equipment for cash consideration of $4,070.  The disposal of these assets resulted in a net loss of $313, which is included in other expense, net.

(c)             Other:

These costs are primarily related to the translation gains or losses on long-term debt denominated in currencies other than the United States dollar.

NOTE 14: INCOME TAXES

 

 

January 1, 2007
— March 31, 2007

 

January 1, 2006
— March 31, 2006

 

Current

 

$

2,763

 

$

860

 

Future

 

(5,530

)

(6,968

)

 

 

$

(2,767

)

$

(6,108

)

The Company currently has future tax assets in certain jurisdictions resulting from net operating losses and other deductible temporary differences, which will reduce taxable income in these jurisdictions in future periods. The Company has determined that a valuation allowance of $41,536 is required in respect of its future income tax assets as at March 31, 2007 (December 31, 2006 - $37,113). The Company has provided valuation allowances for future tax benefits resulting from net operating loss carry forwards and other carry forward attributes arising in Canada, the U.S., and certain countries in South America, Eastern Europe and Asia. The Company expects to record valuation allowances on future tax assets arising in these jurisdictions until a sustained level of taxable income is reached.

NOTE 15:  SUPPLEMENTAL CASH FLOW INFORMATION

 

 

January 1, 2007
— March 31, 2007

 

January 1, 2006
— March 31, 2006

 

Transactions involving cash:

 

 

 

 

 

Interest paid, net of interest received

 

$

22,141

 

$

43,139

 

Income taxes paid

 

1,772

 

2,088

 

Income tax refunds

 

961

 

830

 

 

20




NOTE 16: SEGMENTED INFORMATION

The Company manages its operations on a geographic basis and determines its operating segments accordingly.  The Company’s debt facilities contain certain covenants which are calculated using an adjusted earnings measure defined as earnings before interest, taxes, depreciation and amortization (“Adjusted EBITDA”) as defined in the credit agreement.  The performance measurement of each of the geographic segment is evaluated and monitored on the basis of sales and Adjusted EBITDA. Defined adjustments (as defined in the Senior Secured Credit Facilities Agreement), as shown on the following table, include (but are not limited to) items such as extraordinary gains or losses and unusual or non-recurring charges, non-cash charges related to stock-based awards, gains or losses on asset sales, disposals or abandonments, restructuring charges, management fees paid to KKR, impairment charges on intangible assets, and all taxes upon capital and/or assets that are not in the nature of income taxes.

Intersegment transfers are negotiated as if the transactions were to third parties, at market prices. The accounting policies of the segments are the same as those described in the summary of significant accounting policies. Certain information with respect to geographic segments is as follows:

21




 

 

 

January 1, 2007
—March 31, 2007

 

January 1, 2006
—March 31, 2006
(Restated—Note 2)

 

Geographic segment data

 

 

 

 

 

Sales:

 

 

 

 

 

North America

 

$

411,840

 

$

467,411

 

Europe and Other

 

170,570

 

151,506

 

Intersegment

 

(13,039

)

(19,346

)

 

 

569,371

 

599,571

 

Adjusted EBITDA:

 

 

 

 

 

North America

 

54,324

 

45,927

 

Europe and Other

 

23,101

 

22,404

 

 

 

77,425

 

68,331

 

Defined adjustments:

 

 

 

 

 

Receivables transaction charges

 

1,648

 

1,964

 

Stock based awards

 

784

 

968

 

Franchise and capital taxes

 

653

 

706

 

Foreign exchange gains

 

(679

)

(547

)

Sponsor fees

 

1,200

 

1,152

 

Facility closures and realignments

 

 

 

1,889

 

Pension and post-retirement expense and funding, net

 

275

 

157

 

 

 

3,881

 

6,289

 

Depreciation

 

22,656

 

21,337

 

Amortization of intangible assets

 

8,895

 

8,868

 

Interest

 

44,820

 

44,783

 

Other expense, net

 

1,843

 

2,065

 

Income taxes

 

(2,767

)

(6,108

)

Non-controlling interest

 

1,125

 

1,829

 

 

 

80,453

 

79,063

 

Net loss

 

$

(3,028

)

$

(10,732

)

 

 

 

March 31, 2007

 

December 31, 2006

 

Identifiable assets:

 

 

 

 

 

North America

 

$

2,412,199

 

$

2,428,236

 

Europe and Other

 

583,906

 

571,850

 

Corporate assets, including cash

 

110,071

 

164,426

 

 

 

$

3,106,176

 

$

3,164,512

 

 

22




The Company derives revenue from two major product lines, interior and exterior products as follows:

 

 

 

January 1, 2007
—March 31, 2007

 

January 1, 2006
—March 31, 2006

 

Sales:

 

 

 

 

 

Interior products

 

$

400,783

 

$

403,661

 

Exterior products

 

168,588

 

195,910

 

 

 

$

569,371

 

$

599,571

 

 

The Company does not review or analyze its two major product lines below net sales.

 

Information about geographic areas, exceeding 5% of consolidated net sales, is as follows:

 

 

 

January 1, 2007
—March 31, 2007

 

January 1, 2006
—March 31, 2006

 

Sales to all external customers from facilities in:

 

 

 

 

 

Canada

 

$

76,987

 

$

88,964

 

United States

 

312,753

 

363,452

 

United Kingdom

 

55,665

 

43,161

 

France

 

45,297

 

39,510

 

 

Additional segmented information regarding long-lived assets, exceeding 5% of consolidated property, plant and equipment, and goodwill, is as follows:

 

 

 

March 31, 2007

 

December 31, 2006

 

Property, plant and equipment:

 

 

 

 

 

Canada

 

$

106,445

 

$

108,045

 

United States

 

382,699

 

387,683

 

Other

 

10,932

 

12,467

 

North America

 

$

500,076

 

$

508,195

 

 

 

 

 

 

 

Ireland

 

$

129,415

 

$

130,310

 

United Kingdom

 

61,844

 

62,307

 

Chile

 

54,010

 

54,709

 

Malaysia

 

44,880

 

44,736

 

France

 

41,925

 

42,816

 

Other

 

28,728

 

30,503

 

Europe and Other

 

360,802

 

365,381

 

 

 

$

860,878

 

$

873,576

 

 

 

 

 

 

 

Goodwill:

 

 

 

 

 

Canada

 

$

185,201

 

$

185,178

 

United States

 

                730,612

 

                730,612

 

North America

 

                915,813

 

                915,790

 

Europe and Other

 

53,727

 

53,690

 

 

 

$

969,540

 

$

969,480

 

 

23




Total sales to one customer within the North American segment for the three month period ending March 31, 2007 was $140,033 (March 31, 2006 - $148,000).   Included in accounts receivable are balances owing from one customer of $17,953 at March 31, 2007 (December 31, 2006 - $12,576).

NOTE 17: RELATED PARTY TRANSACTIONS

The Company has entered into an agreement to pay KKR annual management fees of $2,000 for services provided, which are payable quarterly in advance and subject to a 5% increase each year.  For the three month period ended March 31, 2007, the Company paid KKR fees of $634 (March 31, 2006 - $513) in accordance with the management fee agreement.

In addition, the Company incurred costs of $566 for the three month period ended March 31, 2007 (March 31, 2006 - $639) for fees paid to Capstone Consulting (“Capstone”) for services provided during the Successor Periods, and have engaged Capstone on a per-diem basis for management consulting services.  Although neither KKR nor any entity affiliated with KKR owns any of the equity of Capstone, KKR has provided financing to Capstone.

These costs are reflected as part of selling, general and administration expense on the unaudited interim consolidated financial statements.

NOTE 18: FINANCIAL INSTRUMENTS

(i) Fair value

The Company utilizes certain financial instruments, principally interest rate swap contracts and forward currency exchange contracts to manage the risk associated with fluctuations in interest rates and currency exchange rates.  Interest rate swap contracts are used to reduce the impact of fluctuating interest rates on the Company’s long-term debt, and forward currency exchange contracts are used to reduce the impact of fluctuating exchange rates on the Company’s purchases of materials and sale of goods in foreign currencies.

Financial instruments with carrying value different from their fair values include the following:

March 31, 2007

 

 

 

Carrying Value
Asset (Liability)

 

Fair Value
Asset (Liability)

 

Long-term debt

 

$

(1,882,788

)

$

(1,871,170

)

 

December 31, 2006

 

 

 

Carrying Value
Asset (Liability)

 

Fair Value
Asset (Liability)

 

Long-term debt

 

$

(1,955,779

)

$

(1,870,139

)

Interest rate swaps

 

2,258

 

18,912

 

Forward foreign currency contracts

 

 

(42

)

 

 

$

(1,953,521

)

$

(1,851,269

)

 

The fair value of a financial instrument on initial recognition is normally the transaction price, which is usually the fair value of the consideration given or received.  The fair value of the long-term debt was based on the trading rate at the period end closing date.  The fair value of interest rate swap at December 31, 2006 was based on the mark-to-market price provided by the counterparty.  The fair value of the forward foreign currency contracts were based on the difference between the exchange rate in the contracts entered into, and the forward exchange rate at the valuation date which would be available for a forward contract maturing at the same time.

As at March 31, 2007, the carrying values of cash and cash equivalents, accounts receivable, short-term debt, accounts payable and accrued liabilities approximate fair values due to their immediate or short-terms to maturity.

24




Due to the use of judgment and uncertainties in the determination of estimated fair values, these values should not be interpreted as being realizable in the immediate term.

(ii) Credit risk

Credit risk arises from the potential default of a customer in meeting its financial obligations to the Company.  The Company had credit evaluation, approval and monitoring processes, including credit insurance, intended to mitigate potential credit risk.  The Company evaluates the collectibility of accounts receivable and records an allowance for doubtful accounts, which reduces the receivables to the amount management believes will be collected.  The allowance for doubtful accounts as at March 31, 2007 was $4,003 (December 31, 2006 - $3,999).

There is also credit risk related to the interest rate swap asset of $12,265 recorded in other assets.  There is a risk that the counterparty to the swaps will not be able to fulfill its side of the agreement.  The Company monitors the creditworthiness of the counterparty on a quarterly basis to determine whether or not they will be able to fulfill its obligation.  At March 31, 2007, the Company reviewed the creditworthiness of the counterparty, and determined that there was no credit risk on the counterparty fulfilling its obligation under the interest rate swap agreement.

NOTE 19: CONSOLIDATING FINANCIAL INFORMATION

As part of the acquisition of Masonite International Corporation, Masonite (formerly known as Stile Consolidated, “Parent”) through its subsidiaries, Masonite International Corporation (formerly known as Stile Acquisition, “Canadian Issuer”) and Masonite Corporation (formerly known as Masonite US Corporation, formerly known as Stile US Acquisition, “US Issuer”), entered into a Senior Secured Credit Facility agreement and a Senior Subordinated Loan agreement.  The Senior Secured Credit Facility and the Senior Subordinated Loan, which was replaced with the Senior Subordinated Term Loan and subsequently the Senior Subordinated Notes (the “Guaranteed Debt”) are fully and unconditionally guaranteed on a joint and several basis by Masonite and certain of its 100% owned subsidiaries (“Guarantor Subsidiaries”).  The Guaranteed Debt is not guaranteed by the Company’s less than 100% owned subsidiaries and certain other subsidiaries of the Company (collectively the “Non-Guarantor Subsidiaries”).

The consolidating financial information below for the three month periods ended March 31, 2007 and March 31, 2006 is presented consistent with Article 3-10(d) of Regulation S-X.  This consolidating information has been revised to give effect to the items disclosed in Note 2.

The consolidating financial information reflects the investments of the Parent Company in the Issuers, and of the Issuer in their respective Guarantor and Non-Guarantor subsidiaries using the equity method.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

For the Three Month Periods Ended March 31, 2007 and March 31, 2006

(In thousands of U.S. dollars)

Consolidating Statement of Operations

For the three month period ended March 31, 2007

 

 

 

 

Canadian

 

 

 

Guarantor

 

Guarantor

 

 

 

Non-
Guarantor

 

 

 

 

 

 

 

Parent

 

Issuer

 

US Issuer

 

Subsidiaries

 

Adjustments

 

Combined

 

Subsidiaries

 

Adjustments

 

Consolidated

 

Sales

 

$

 

$

109,967

 

$

322,403

 

$

119,278

 

$

(66,780

)

$

484,868

 

$

107,839

 

$

(23,336

)

$

569,371

 

Cost of sales

 

 

93,745

 

256,627

 

99,299

 

(66,780

)

382,891

 

82,859

 

(23,336

)

442,414

 

 

 

 

16,222

 

65,776

 

19,979

 

 

101,977

 

24,980

 

 

126,957

 

Selling, general and administration expenses

 

 

6,256

 

31,746

 

4,831

 

 

42,833

 

10,580

 

 

53,413

 

Depreciation and amortization

 

 

3,550

 

17,110

 

4,737

 

 

25,397

 

5,997

 

157

 

31,551

 

Interest

 

 

21,873

 

29,498

 

(196

)

 

51,175

 

(6,355

)

 

44,820

 

Loss (income) from equity investments

 

3,028

 

(17,381

)

(2,431

)

 

5,057

 

(11,727

)

 

11,727

 

 

Other expense

 

 

108

 

1,530

 

32

 

 

1,670

 

173

 

 

1,843

 

(Loss) income before income taxes and non-

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

controlling interest

 

(3,028

)

1,816

 

(11,677

)

10,575

 

(5,057

)

(7,371

)

14,585

 

(11,884

)

(4,670

)

Income taxes

 

 

(2,541

)

(4,299

)

2,497

 

 

(4,343

)

1,767

 

(191

)

(2,767

)

Non controlling interest Net (loss) income

 

 

 

 

 

 

 

 

1,125

 

1,125

 

 

 

$

(3,028

)

$

4,357

 

$

(7,378

)

$

8,078

 

$

(5,057

)

$

(3,028

)

$

12,818

 

$

(12,818

)

$

(3,028

)

 

25




NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

For the Three Month Periods Ended March 31, 2007 and March 31, 2006

(In thousands of U.S. dollars)

Consolidating Statement of Operations

For the three month period ended March 31, 2006

 

 

Parent

 

Canadian
Issuer

 

US Issuer

 

Guarantor
Subsidiaries

 

Guarantor
Adjustments

 

Combined

 

Non-
Guarantor
Subsidiaries

 

Adjustments

 

Consolidated

 

Sales

 

$

 

$

130,160

 

$

358,629

 

$

114,114

 

$

(79,325

)

$

523,578

 

$

104,326

 

$

(28,333

)

$

599,571

 

Cost of sales

 

 

115,442

 

298,364

 

95,128

 

(79,325

)

429,609

 

80,584

 

(28,333

)

481,860

 

 

 

 

14,718

 

60,265

 

18,986

 

 

93,969

 

23,742

 

 

117,711

 

Selling, general and administration expenses

 

 

10,360

 

29,885

 

4,605

 

 

44,850

 

10,819

 

 

55,669

 

Depreciation and amortization

 

 

3,898

 

16,879

 

4,266

 

 

25,043

 

5,101

 

61

 

30,205

 

Interest

 

 

21,581

 

30,031

 

(215

)

 

51,397

 

(6,614

)

 

44,783

 

Loss (income) from equity investments

 

10,732

 

(17,935

)

(2,099

)

 

(2,161

)

(11,463

)

 

11,463

 

 

Other expenses

 

 

1,831

 

159

 

137

 

 

2,127

 

(62

)

 

2,065

 

(Loss) income before income taxes and non-controlling interest

 

(10,732

)

(5,017

)

(14,590

)

10,193

 

2,161

 

(17,985

)

14,498

 

(11,524

)

(15,011

)

Income taxes

 

 

(6,996

)

(1,879

)

1,622

 

 

(7,253

)

1,160

 

(15

)

(6,108

)

Non controlling interest

 

 

 

 

 

 

 

 

1,829

 

1,829

 

Net (loss) income

 

$

(10,732

)

$

1,979

 

$

(12,711

)

$

8,571

 

$

2,161

 

$

(10,732

)

$

13,338

 

$

(13,338

)

$

(10,732

)

 

26




NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
For the Three Month Periods Ended March 31, 2007 and March 31, 2006
(In thousands of U.S. dollars)

Consolidating Balance Sheet
March 31, 2007

 

Parent

 

Canadian
Issuer

 

US
Issuer

 

Guarantor
Subsid
-

iaries

 

Guarantor
Adjust
-

ments

 

Combined

 

Non-
Guarantor
Subsid-
iaries

 

Adjust-
ments

 

Consol-
idated

 

Assets

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Current assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

$

 

$

12,324

 

$

839

 

$

11,684

 

$

 

$

24,847

 

$

18,335

 

$

 

$

43,182

 

Accounts receivable

 

 

50,960

 

65,060

 

73,137

 

 

189,157

 

87,416

 

 

276,573

 

Intercompany receivable

 

 

61,417

 

23,690

 

18,387

 

(92,129

)

11,365

 

23,878

 

(35,243

)

 

Inventories

 

 

60,952

 

146,069

 

64,092

 

 

271,113

 

64,647

 

 

335,760

 

Prepaid expenses

 

 

3,278

 

8,066

 

6,699

 

 

18,043

 

4,849

 

 

22,892

 

Current future income taxes

 

 

7,669

 

29,204

 

2,179

 

 

39,052

 

6,634

 

 

45,686

 

 

 

 

196,600

 

272,928

 

176,178

 

(92,129

)

553,577

 

205,759

 

(35,243

)

724,093

 

Property, plant and equipment

 

 

69,630

 

366,395

 

211,922

 

 

647,947

 

212,931

 

 

860,878

 

Goodwill

 

 

175,507

 

730,979

 

24,723

 

 

931,209

 

18,606

 

19,725

 

969,540

 

Intangible assets

 

 

227,203

 

247,008

 

10,861

 

 

485,072

 

9,986

 

5,038

 

500,096

 

Investments and advances

 

474,699

 

735,038

 

146,320

 

181,353

 

(855,695

)

681,715

 

266,848

 

(948,563

)

 

Other assets

 

 

22,076

 

10,493

 

268

 

 

32,837

 

593

 

 

33,430

 

Long-term future income taxes

 

 

 

 

 

 

 

18,139

 

 

18,139

 

 

 

$

474,699

 

$

1,426,054

 

$

1,774,123

 

$

605,305

 

$

(947,824

)

$

3,332,357

 

$

732,862

 

$

(959,043

)

$

3,106,176

 

Liabilities and Shareholder’s Equity

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Bank indebtedness

 

$

 

$

 

$

24,000

 

$

 

$

 

$

24,000

 

$

13,895

 

$

 

$

37,895

 

Trade payables and accrued expenses

 

1,347

 

79,749

 

159,614

 

53,721

 

 

294,431

 

69,842

 

2,431

 

366,704

 

Intercompany payable

 

 

24,420

 

77,815

 

14,982

 

(92,129

)

25,088

 

10,155

 

(35,243

)

 

Income taxes payable

 

 

9,838

 

10,044

 

2,829

 

 

22,711

 

5,315

 

 

28,026

 

Current future income taxes

 

 

 

 

209

 

 

209

 

1,264

 

 

1,473

 

Current portion of long-term debt

 

 

6,234

 

5,956

 

57

 

 

12,247

 

18,817

 

 

31,064

 

 

 

1,347

 

120,241

 

277,429

 

71,798

 

(92,129

)

378,686

 

119,288

 

(32,812

)

465,162

 

Long-term debt

 

 

895,606

 

1,183,561

 

64,480

 

 

2,143,647

 

88,939

 

(380,862

)

1,851,724

 

Long-term future income taxes

 

 

52,422

 

126,001

 

15,837

 

 

194,260

 

22,436

 

1,109

 

217,805

 

Long-term liabilities

 

 

3,638

 

15,339

 

8,704

 

 

27,681

 

13,138

 

 

40,819

 

 

 

1,347

 

1,071,907

 

1,602,330

 

160,819

 

(92,129

)

2,744,274

 

243,801

 

(412,565

)

2,575,510

 

Non-controlling interest

 

 

 

 

 

 

 

 

38,081

 

38,081

 

Shareholder’s equity

 

473,352

 

354,147

 

171,793

 

444,486

 

(855,695

)

588,083

 

489,061

 

(584,559

)

492,585

 

 

 

$

474,699

 

$

1,426,054

 

$

1,774,123

 

$

605,305

 

$

(947,824

)

$

3,332,357

 

$

732,862

 

$

(959,043

)

$

3,106,176

 

 

27




NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
For the Three Month Periods Ended March 31, 2007 and March 31, 2006
(In thousands of U.S. dollars)

Consolidating Balance Sheet
December 31, 2006

 

 

Parent

 

Canadian
Issuer

 

US
Issuer

 

Guarantor
Subsid-
iaries

 

Guarantor
Adjust-
ments

 

Combined

 

Non-
Guarantor
Subsid-
iaries

 

Adjust-
ments

 

Consoli-
dated

 

Assets

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Current assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

$

 

$

18,196

 

$

2,971

 

$

5,361

 

$

 

$

26,528

 

$

20,895

 

$

 

$

47,423

 

Accounts receivable

 

 

47,522

 

57,504

 

64,898

 

 

169,924

 

77,746

 

 

247,670

 

Intercompany receivable

 

 

69,958

 

23,528

 

15,204

 

(98,911

)

9,779

 

12,880

 

(22,659

)

 

Inventories

 

 

62,429

 

157,908

 

68,387

 

 

288,724

 

62,814

 

 

351,538

 

Prepaid expenses

 

 

1,219

 

8,640

 

4,488

 

 

14,347

 

4,784

 

 

19,131

 

Current future income taxes

 

 

8,110

 

25,099

 

261

 

 

33,470

 

5,415

 

 

38,885

 

 

 

 

207,434

 

275,650

 

158,599

 

(98,911

)

542,772

 

184,534

 

(22,659

)

704,647

 

Property, plant and equipment

 

 

70,880

 

373,118

 

212,885

 

 

656,883

 

216,693

 

 

873,576

 

Goodwill

 

 

175,484

 

730,979

 

24,701

 

 

931,164

 

18,591

 

19,725

 

969,480

 

Intangible assets

 

 

228,777

 

253,569

 

11,197

 

 

493,543

 

10,230

 

5,195

 

508,968

 

Investments and advances

 

485,365

 

712,219

 

154,156

 

179,023

 

(858,753

)

672,010

 

269,187

 

(941,197

)

 

Other assets

 

 

46,797

 

41,683

 

274

 

 

88,754

 

580

 

 

89,334

 

Long-term future income taxes

 

 

 

 

 

 

 

18,507

 

 

18,507

 

 

 

$

485,365

 

$

1,441,591

 

$

1,829,155

 

$

586,679

 

$

(957,664

)

$

3,385,126

 

$

718,322

 

$

(938,936

)

$

3,164,512

 

Liabilities and Shareholder's Equity

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Bank indebtedness

 

$

 

$

 

$

43,000

 

$

 

$

 

$

43,000

 

$

17,393

 

$

 

$

60,393

 

Trade payable and accrued expenses

 

1,352

 

71,908

 

157,477

 

48,890

 

 

279,627

 

64,055

 

 

343,682

 

Intercompany payable

 

 

22,118

 

76,155

 

14,616

 

(98,911

)

13,978

 

8,681

 

(22,659

)

 

Income taxes payable

 

 

10,351

 

8,927

 

2,632

 

 

21,910

 

4,999

 

 

26,909

 

Current future income taxes

 

 

 

 

405

 

 

405

 

1,224

 

 

1,629

 

Current portion of long-term debt

 

 

6,234

 

5,956

 

57

 

 

12,247

 

19,974

 

 

32,221

 

 

 

1,352

 

110,611

 

291,515

 

66,600

 

(98,911

)

371,167

 

116,326

 

(22,659

)

464,834

 

Long-term debt

 

 

929,888

 

1,221,086

 

64,493

 

 

2,215,467

 

89,690

 

(381,599

)

1,923,558

 

Long-term future income taxes

 

 

55,486

 

122,980

 

13,155

 

 

191,621

 

21,265

 

1,299

 

214,185

 

Long-term liabilities

 

 

4,635

 

14,841

 

8,670

 

 

28,146

 

12,935

 

 

41,081

 

 

 

1,352

 

1,100,620

 

1,650,422

 

152,918

 

(98,911

)

2,806,401

 

240,216

 

(402,959

)

2,643,658

 

Non-controlling interest

 

 

 

 

 

 

 

 

36,841

 

36,841

 

Shareholder’s equity

 

484,013

 

340,971

 

178,733

 

433,761

 

(858,753

)

578,725

 

478,106

 

(572,818

)

484,013

 

 

 

$

485,365

 

$

1,441,591

 

$

1,829,155

 

$

586,679

 

$

(957,664

)

$

3,385,126

 

$

718,322

 

$

(938,936

)

$

3,164,512

 

 

28




NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
For the Three Month Periods Ended March 31, 2007 and March 31, 2006
(In thousands of U.S. dollars)

Consolidating Statement of Cash Flows
For the three month period ended March 31, 2007

 

 

 

Parent

 

Canadian
Issuer

 

US
Issuer

 

Guarantor
Subsi-
diaries

 

Guarantor
Canadian
Adjust-
ments

 

Combined

 

Non-
Guarantor
Subsid-
iaries

 

Adjust-
ments

 

Consoli-
dated

 

Cash provided by (used in):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating activities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net (loss) income

 

$

(3,028)

 

$

4,357

 

$

(7,378)

 

$

8,078

 

$

(5,057

)

$

(3,028)

 

$

12,818

 

$

(12,818

)

$

(3,028

)

Items not involving cash:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Depreciation and amortization

 

 

3,550

 

17,110

 

4,737

 

 

25,397

 

5,997

 

157

 

31,551

 

Non-cash interest expense

 

 

1,220

 

1,294

 

 

 

2,514

 

 

 

2,514

 

Loss on sale of property, plant and equipment

 

 

108

 

599

 

12

 

 

719

 

3

 

 

722

 

Loss (income) from equity investments

 

3,028

 

(17,381

)

(2,431

)

 

5,057

 

(11,727

)

 

11,727

 

 

Share based awards

 

 

26

 

692

 

27

 

 

745

 

39

 

 

784

 

Future income taxes

 

 

(2,541

)

(3,537

)

902

 

 

(5,176

)

(163

)

(191

)

(5,530

)

Pension and post retirement expense (income) and funding, net

 

 

 

277

 

(2

)

 

275

 

 

 

275

 

Unrealized foreign exchange on long-term liabilities

 

 

 

 

(20

)

 

(20

)

211

 

 

191

 

Non-controlling interest

 

 

 

 

 

 

 

 

1,125

 

1,125

 

Change in non-cash operating working capital:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Accounts receivable

 

 

(3,439

)

(7,556

)

(8,239

)

 

(19,234

)

(9,669

)

 

(28,903

)

Inventories

 

 

1,477

 

11,839

 

4,295

 

 

17,611

 

(1,833

)

 

15,778

 

Income taxes payable

 

 

(678

)

1,119

 

(37

)

 

404

 

839

 

 

1,243

 

Prepaid expenses

 

 

(2,060

)

574

 

(2,211

)

 

(3,697

)

(63

)

 

(3,760

)

Accounts payable and accrued liabilities

 

(5

)

9,130

 

2,357

 

4,834

 

 

16,316

 

5,932

 

 

22,248

 

Intercompany receivable

 

 

4,702

 

(162

)

(3,183

)

(2,758

)

(1,401

)

(10,998

)

12,399

 

 

Intercompany payable

 

 

6,142

 

1,660

 

365

 

2,758

 

10,925

 

1,474

 

(12,399

)

 

 

 

(5

)

4,613

 

16,457

 

9,558

 

 

30,623

 

4,587

 

 

35,210

 

Financing activities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Change in bank and other indebtedness

 

 

 

(18,998

)

 

 

(18,998

)

(3,500

)

 

(22,498

)

Repayment of long-term debt

 

 

(1,555

)

(1,495

)

(14

)

 

(3,064

)

(1,908

)

737

 

(4,235

)

 

 

 

(1,555

)

(20,493

)

(14

)

 

(22,062

)

(5,408

)

737

 

(26,733

)

Investing activities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Proceeds from sale of property, plant and equipment

 

 

 

85

 

 

 

85

 

 

 

85

 

Additions to property, plant and equipment

 

 

(597

)

(4,510

)

(1,935

)

 

(7,042

)

(1,857

)

 

(8,899

)

Investments and advances

 

3,432

 

(3,215

)

6,329

 

(2,663

)

(3,803

)

80

 

657

 

(737

)

 

Other investing activities

 

 

(3,091

)

 

2

 

 

(3,089

)

42

 

 

(3,047

)

 

 

3,432

 

(6,903

)

1,904

 

(4,596

)

(3,803

)

(9,966

)

(1,158

)

(737

)

(11,861

)

Net foreign currency translation adjustment

 

(3,427

)

(2,028

)

 

1,375

 

3,803

 

(277

)

(580

)

 

(857

)

(Decrease) increase in cash and cash equivalents

 

 

(5,873

)

(2,132

)

6,323

 

 

(1,682

)

(2,559

)

 

(4,241

)

Cash and cash equivalents, beginning of period

 

 

18,197

 

2,971

 

5,361

 

 

26,529

 

20,894

 

 

47,423

 

Cash and cash equivalents, end of period

 

$

 

$

12,324

 

$

839

 

$

11,684

 

$

 

$

24,847

 

$

18,335

 

$

 

$

43,182

 

 

29




NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
For the Three Month Periods Ended March 31, 2007 and March 31, 2006
(In thousands of U.S. dollars)

Consolidating Statement of Cash Flows
For the three month period ended March 31, 2006

 

 

 

Parent

 

Canadian
Issuer

 

US
Issuer

 

Guarantor
Subsid-
iaries 

 

Guarantor
Adjust-
ments

 

Combined

 

Non-
Guarantor
Subsid-
iaries

 

Adjust-
ments

 

Consoli-
dated

 

Cash provided by (used in):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating activities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net (loss) income

 

$

(10,732)

 

$

1,979

 

$

(12,711

)

$

8,571

 

$

2,161

 

$

(10,732

)

$

13,338

 

$

(13,338

)

$

(10,732

)

Items not involving cash:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Depreciation and amortization

 

 

3,898

 

16,879

 

4,266

 

 

25,043

 

5,101

 

61

 

30,205

 

Amortization of financing fees

 

 

999

 

1,005

 

 

 

2,004

 

 

 

2,004

 

Loss on sale of property, plant and equipment

 

 

 

159

 

137

 

 

296

 

17

 

 

313

 

Loss (income) from equity investments

 

10,732

 

(17,935

)

(2,099

)

 

(2,161

)

(11,463

)

 

11,463

 

 

Share based awards

 

 

181

 

691

 

39

 

 

911

 

57

 

 

968

 

Future income taxes

 

 

(6,726

)

(707

)

153

 

 

(7,280

)

327

 

(15

)

(6,968

)

Pension and post-retirement expense and funding, net

 

 

 

192

 

(44

)

 

148

 

9

 

 

157

 

Non-controlling interest

 

 

 

 

 

 

 

 

1,829

 

1,829

 

Change in non-cash operating working capital:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Accounts receivable

 

 

(526

)

(15,184

)

(8,152

)

 

(23,862

)

(5,555

)

 

(29,417

)

Inventories

 

 

3,876

 

4,341

 

2,517

 

 

10,734

 

(3,089

)

 

7,645

 

Income taxes payable

 

 

(491

)

2,988

 

(3,213

)

 

(716

)

(454

)

 

(1,170

)

Prepaid expenses

 

 

(1,857

)

1,381

 

(2,445

)

 

(2,921

)

1,647

 

 

(1,274

)

Accounts payable and accrued liabilities

 

 

10,873

 

(10,529

)

502

 

 

846

 

4,764

 

 

5,610

 

Intercompany receivable

 

 

3,733

 

8,211

 

(3,752

)

(6,261

)

1,931

 

(722

)

(1,209

)

 

Intercompany payable

 

 

(5,302

)

11,497

 

(11,725

)

6,261

 

731

 

(1,940

)

1,209

 

 

 

 

 

(7,298

)

6,114

 

(13,146

)

 

(14,330

)

13,500

 

 

(830

)

Financing activities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Change in bank and other indebtedness

 

 

1,999

 

9,000

 

 

 

10,999

 

1,992

 

 

12,991

 

Proceeds from issuance of long-term debt

 

 

 

 

 

 

 

473

 

 

473

 

Repayment of long-term debt

 

 

(1,557

)

(1,484

)

 

 

(3,041

)

(5,135

)

 

(8,176

)

Change in other long-term liabilities

 

 

359

 

 

 

 

359

 

 

 

359

 

 

 

 

801

 

7,516

 

 

 

8,317

 

(2,670

)

 

5,647

 

Investing activities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Proceeds from sale of property, plant and equipment

 

 

 

211

 

3,849

 

 

4,060

 

10

 

 

4,070

 

Additions to property, plant and equipment

 

 

(1,293

)

(5,525

)

(1,338

)

 

(8,156

)

(3,153

)

 

(11,309

)

Investments and advances

 

 

1,676

 

(763

)

4,057

 

 

4,970

 

(4,970

)

 

 

Other investing activities

 

 

(2,896

)

(2,419

)

3,051

 

 

(2,264

)

(766

)

 

(3,030

)

 

 

 

(2,513

)

(8,496

)

9,619

 

 

(1,390

)

(8,879

)

 

(10,269

)

Net foreign currency translation adjustment

 

 

(1,940

)

(901

)

892

 

 

(1,949

)

(1,400

)

 

(3,349

)

(Decrease) increase in cash and cash equivalents

 

 

(10,950

)

4,233

 

(2,635

)

 

(9,352

)

551

 

 

(8,801

)

Cash and cash equivalents, beginning of period

 

 

11,495

 

4,188

 

8,724

 

 

24,407

 

23,052

 

 

47,459

 

Cash and cash equivalents, end of period

 

$

 

$

545

 

$

8,421

 

$

6,089

 

$

 

$

15,055

 

$

23,603

 

$

 

$

38,658

 

 

30