Delaware
|
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20-0645710
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(State or other jurisdiction of incorporation or organization)
|
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(I.R.S. Employer Identification No.)
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5020 Weston Parkway, Suite 400, Cary, North Carolina
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27513
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(Address of principal executive offices)
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(Zip Code)
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•
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On August 27, 2004, Ply Gem acquired MWM Holding, Inc. (“MWM Holding”), a manufacturer of vinyl, wood, wood-clad, composite, impact and aluminum windows.
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•
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On February 24, 2006, Ply Gem acquired AWC Holding Company (“AWC,” and together with its subsidiaries, “Alenco”), a manufacturer of aluminum and vinyl windows products. This acquisition supported our national window strategy and today operates under common leadership with our other U.S. window businesses.
|
•
|
On October 31, 2006, Ply Gem completed the acquisition of Mastic Home Exteriors, Inc. (formerly known as Alcoa Home Exteriors) (“MHE”), a leading manufacturer of vinyl siding, aluminum siding, injection molded shutters and vinyl, aluminum and injection molded accessories. MHE is part of our Siding, Fencing, and Stone segment and operates under common leadership with our siding business.
|
•
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On September 30, 2007, Ply Gem completed the acquisition of CertainTeed Corporation’s vinyl window and patio door business, which we have named Ply Gem Pacific Windows Corporation (“Pacific Windows”), a leading manufacturer of premium vinyl windows and patio doors.
|
•
|
On October 31, 2008, Ply Gem acquired substantially all of the assets of Ply Gem Stone (formerly United Stone Veneer), a manufacturer of stone veneer products. Ply Gem Stone is part of our Siding, Fencing, and Stone segment and operates under common leadership with our siding business.
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•
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On July 30, 2012, Ply Gem acquired substantially all of the assets of Greendeck Products, LLC, a composite products development company.
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•
|
Capture Growth Related to Housing Market
Recovery
.
As a leading manufacturer of exterior building products, we intend to capitalize on the recovery in new construction and home repair and remodeling. The National Association of Home Builders’ (“NAHB”)
2012
estimate of single family housing starts was 535,000, which was approximately 49% below the 50-year average, representing a significant opportunity for growth as activity improves to rates that are more consistent with historical levels. Furthermore, we believe that the underinvestment in homes during the recent recession and the overall age of the U.S. housing stock will drive significant future spending for home repair and remodeling.
|
•
|
Continue to Increase Market Penetration
.
We intend to increase the market penetration of our siding, fencing, and stone products and our window and door products by leveraging the breadth of our product offering and broad geographical footprint to serve customers across North America and by pursuing cross-selling opportunities. Additionally, our continued investments in product innovation and quality, coupled with strong customer service, further enhance our ability to capture increased sales in each of our core product categories. In 2012, we maintained our U.S. vinyl siding leading market position at approximately 36.0% after increasing our position to 36.0% in 2011 from 32.3% in 2010 due in part to a significant customer win in the retail sales channel as well as with a top national builder. In 2012, we continued to achieve strategic market share gains obtaining new regional window business with a large home center.
|
•
|
Expand Brand Coverage and Product Innovation
.
Ply Gem's brand building efforts extend across multiple media, including national trade journals, website marketing and social media, and national consumer magazines and broadcast outlets, both in the U.S. and Canada, resulting in over 10 million trade impressions and more than 200 million consumer impressions in 2012. Significant brand recognition in 2012 included Fox News "Fox and Friends" morning program, Better Homes and Gardens Magazine, and The New York Times, each focusing on Ply Gem's ability to deliver a complete exterior as a single manufacturer, something we call "The Designed Exterior by Ply Gem". We will continue to increase the value of the Ply Gem brands by introducing new product categories for our customers and by developing innovative new products within our existing product categories. For example, we have developed a complete series of window products under the Ply Gem brand to target the higher margin home repair and remodeling window end market. Furthermore, our 2008 addition of stone veneer to our product offering in the Siding, Fencing, and Stone segment provides existing siding customers with access to the fastest growing category of exterior cladding products. In 2013, we announced that we will be manufacturing and selling cellular PVC trim and mouldings, a low-maintenance alternative to traditional wood trim designed to work well with siding, within the $1.4 billion residential trim market.
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•
|
Drive Operational Leverage and Further
Improvements
.
While we reduced our production capacity during the past several years, we have retained the flexibility to bring back idled lines, facilities and production shifts in order to increase our production as market conditions improve. This incremental capacity can be selectively restarted, providing us with the ability to match increasing customer demand levels as the housing market returns to historical levels of approximately one million or more single family housing starts without the need for significant capital investment as long as the growth in single family housing starts or increased volume from new customer wins is not unique to a particular region or area. In our Windows and Doors segment, where we have historically focused on new construction, we believe that our new window products for home repair and remodeling will be able to drive increased volumes through these manufacturing facilities and enhance operating margins.
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Mastic
®
Home
Exteriors
|
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Variform
®
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Napco
®
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Cellwood
®
|
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Durabuilt
®
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Georgia Pacific
|
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Kroy
®
|
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Ply Gem
®
Stone
|
Ply Gem ® Trim and Mouldings (1)
|
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Specialty/Super Premium
|
|
Cedar Discovery
®
Structure
®
EPS Premium Insulated Siding
|
|
Heritage Cedar™
Climaforce™
|
|
Cedar Select
®
American Essence™
|
|
Cedar Dimensions™
|
|
670 Series™ Hand Split
650 Series™ Shingle Siding
660 Series™ Round Cut Siding
|
|
Cedar Spectrum™
Caliber
|
|
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Fieldstone Tuscan
Fieldstone Shadow
Ledgestone
Cut Cobblestone
Cobblestone
Ridgestone
Riverstone Brick
True Stack
|
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|
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Premium
|
|
Quest®
T-Lok
®
Barkwood
®
Liberty Elite
®
Board + Batten
|
|
Timber Oak Ascent™
Vortex Extreme™
Board + Batten
|
|
American Splendor
®
Board + Batten™
|
|
Dimensions
®
Board + Batten
|
|
480 Series™
440 Series™
|
|
Cedar Lane
®
Select Board + Batten
|
|
Elegance Vinyl Fence and Composite Rail
|
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Trim Boards
Corners
Post Wraps
Mouldings
|
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Standard
|
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Carvedwood 44®
Silhouette Classic
®
Ovation™
Charleston Beaded
®
|
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Camden Pointe
®
Nottingham
®
Ashton Heights
®
Victorian Harbor
®
|
|
American Herald
®
American Tradition
American 76 Beaded
®
|
|
Progressions
®
Colonial Beaded
|
|
450 Series™ Beaded
|
|
Heritage Hill™
Forest Ridge
®
Shadow Ridge
®
Castle Ridge
®
Somerset™ Beaded
|
|
Performance Vinyl Fence and Rail
|
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Economy
|
|
Mill Creek
®
Brentwood
®
Eclipse
|
|
Contractors Choice
®
|
|
American Comfort
®
|
|
Evolutions
®
|
|
410 Series™
|
|
Chatham Ridge
®
Vision Pro
®
Parkside
®
Oakside
®
|
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Classic Vinyl Fence
|
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•
|
As of
December 31, 2012
, we had 4,992 full-time employees worldwide, of whom 4,605 were in the United States and 387 were in Canada. Employees at our Canadian plant and our Bryan, Texas plant are currently our only employees with whom we have a collective bargaining agreement.
|
•
|
Approximately 4.1% of our total employees are represented by the United Brotherhood of Carpenters and Joiners of America, pursuant to a collective bargaining agreement with certain of our Canadian employees, which expires on December 31, 2014.
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•
|
Approximately 10.5% of our total employees are represented by the International Chemical Workers Union Council, pursuant to a collective bargaining agreement with certain of our Alenco Windows employees, which expires in December 2013.
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•
|
$1,043.6 million from United States customers
|
•
|
$74.4 million from Canadian customers
|
•
|
$3.3 million from all other foreign customers
|
•
|
$959.2 million from United States customers
|
•
|
$70.9 million from Canadian customers
|
•
|
$4.8 million from all other foreign customers
|
•
|
$915.5 million from United States customers
|
•
|
$75.9 million from Canadian customers
|
•
|
$4.5 million from all other foreign customers
|
•
|
require us to dedicate a substantial portion of our cash flow from operations to interest and principal payments on our indebtedness, reducing the availability of our cash flow for other purposes, such as capital expenditures, acquisitions and working capital;
|
•
|
limit our flexibility in planning for, or reacting to, changes in our business, the industry in which we operate and the general economy;
|
•
|
place us at a disadvantage compared to our competitors that have less debt;
|
•
|
expose us to fluctuations in the interest rate environment because the interest rates of our ABL Facility are at variable rates; and
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•
|
limit our ability to borrow additional funds.
|
•
|
incur and guarantee indebtedness or issue equity interests of restricted subsidiaries;
|
•
|
repay subordinated indebtedness prior to its stated maturity;
|
•
|
pay dividends or make other distributions on or redeem or repurchase our stock;
|
•
|
issue capital stock;
|
•
|
make certain investments or acquisitions;
|
•
|
create liens;
|
•
|
sell certain assets or merge with or into other companies;
|
•
|
enter into certain transactions with stockholders and affiliates;
|
•
|
make capital expenditures; and
|
•
|
pay dividends, distributions or other payments from our subsidiaries.
|
•
|
harm to our reputation or brand, which could lead some customers to seek to cancel subscriptions, stop purchasing our products, reduce or delay future purchases of our products, or use competing products;
|
•
|
state or federal enforcement action, which could result in fines and/penalties and which would cause us to incur legal fees and costs, and/or
|
•
|
additional costs associated with responding to the cyberattack, such as the costs of providing individuals and/or data owners with notice of the breach, legal fees, the costs of any additional fraud detection activities required by credit card associates, and costs incurred by credit card issuers associated with the compromise and additional monitoring of systems for further fraudulent activity.
|
(1)
|
These properties are included in a long-term lease entered into as a result of a sale/leaseback agreement entered into in August 2004 as part of the funding for the purchase of MWM Holding.
|
(2)
|
This property was subleased to a third party during 2010.
|
(3)
|
The lease for these two properties was adjusted in 2013 to consolidate operations into one larger facility.
|
|
|
For the year ended December 31,
|
||||||||||||||||||
(Amounts in thousands)
|
|
2012
|
|
2011
|
|
2010
|
|
2009
|
|
2008
(1)
|
||||||||||
Statement of operations data:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net sales
|
|
$
|
1,121,301
|
|
|
$
|
1,034,857
|
|
|
$
|
995,906
|
|
|
$
|
951,374
|
|
|
$
|
1,175,019
|
|
Cost of products sold
|
|
877,102
|
|
|
824,325
|
|
|
779,946
|
|
|
749,841
|
|
|
980,098
|
|
|||||
Gross profit
|
|
244,199
|
|
|
210,532
|
|
|
215,960
|
|
|
201,533
|
|
|
194,921
|
|
|||||
Operating expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Selling, general and administrative expenses
|
|
147,242
|
|
|
138,912
|
|
|
130,460
|
|
|
141,772
|
|
|
155,388
|
|
|||||
Amortization of intangible assets
|
|
26,937
|
|
|
26,689
|
|
|
27,099
|
|
|
19,651
|
|
|
19,650
|
|
|||||
Write-off of previously capitalized offering costs
|
|
—
|
|
|
—
|
|
|
1,571
|
|
|
—
|
|
|
—
|
|
|||||
Goodwill impairment
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
450,000
|
|
|||||
Total operating expenses
|
|
174,179
|
|
|
165,601
|
|
|
159,130
|
|
|
161,423
|
|
|
625,038
|
|
|||||
Operating earnings (loss)
|
|
70,020
|
|
|
44,931
|
|
|
56,830
|
|
|
40,110
|
|
|
(430,117
|
)
|
|||||
Foreign currency gain (loss)
|
|
409
|
|
|
492
|
|
|
510
|
|
|
475
|
|
|
(911
|
)
|
|||||
Interest expense
|
|
(103,133
|
)
|
|
(101,488
|
)
|
|
(122,992
|
)
|
|
(135,514
|
)
|
|
(138,015
|
)
|
|||||
Interest income
|
|
91
|
|
|
104
|
|
|
159
|
|
|
211
|
|
|
617
|
|
|||||
Gain (loss) on modification or extinguishment of debt
|
|
(3,607
|
)
|
|
(27,863
|
)
|
|
98,187
|
|
|
—
|
|
|
—
|
|
|||||
Income (loss) before provision (benefit) for income taxes
|
|
(36,220
|
)
|
|
(83,824
|
)
|
|
32,694
|
|
|
(94,718
|
)
|
|
(568,426
|
)
|
|||||
Provision (benefit) for income taxes
|
|
2,835
|
|
|
683
|
|
|
5,027
|
|
|
(17,966
|
)
|
|
(69,951
|
)
|
|||||
Net income (loss)
|
|
$
|
(39,055
|
)
|
|
$
|
(84,507
|
)
|
|
$
|
27,667
|
|
|
$
|
(76,752
|
)
|
|
$
|
(498,475
|
)
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Total assets
|
|
$
|
881,850
|
|
|
$
|
892,912
|
|
|
$
|
922,237
|
|
|
$
|
982,033
|
|
|
$
|
1,104,053
|
|
Long-term debt, less current maturities
|
|
$
|
964,384
|
|
|
$
|
961,670
|
|
|
$
|
894,163
|
|
|
$
|
1,100,397
|
|
|
$
|
1,114,186
|
|
(1)
|
Includes the results of Ply Gem Stone from the date of acquisition, October 31, 2008.
|
•
|
On August 27, 2004, Ply Gem acquired MWM Holding, a manufacturer of vinyl, wood, wood-clad, composite, impact and aluminum windows.
|
•
|
On February 24, 2006, Ply Gem acquired Alenco, a manufacturer of aluminum and vinyl windows products. This acquisition supported our national window strategy and today operates under common leadership with our other U.S. window businesses.
|
•
|
On October 31, 2006, Ply Gem completed the acquisition of Mastic Home Exteriors, Inc. (formerly known as Alcoa Home Exteriors) (“MHE”), a leading manufacturer of vinyl siding, aluminum siding, injection molded shutters and vinyl, aluminum and injection molded accessories. MHE became part of our Siding, Fencing, and Stone segment and operates under common leadership with our existing siding business.
|
•
|
On September 30, 2007, Ply Gem completed the acquisition of CertainTeed Corporation’s vinyl window and patio door business, which we have named Ply Gem Pacific Windows, a leading manufacturer of premium vinyl windows and patio doors.
|
•
|
On October 31, 2008, Ply Gem acquired substantially all of the assets of Ply Gem Stone (formerly United Stone Veneer), a manufacturer of stone veneer products.
|
•
|
On July 30, 2012, Ply Gem acquired substantially all of the assets of Greendeck Products, LLC, a composite products development company.
|
|
|
Windows and Doors
|
||||||||||
|
|
As of
November 24, 2012 |
|
As of
November 26, 2011 |
|
As of
November 27, 2010 |
||||||
Assumptions:
|
|
|
|
|
|
|
||||||
Income approach:
|
|
|
|
|
|
|
||||||
Estimated housing starts in terminal year
|
|
1,050,000
|
|
|
1,050,000
|
|
|
1,150,000
|
|
|||
Terminal growth rate
|
|
3.5
|
%
|
|
3.5
|
%
|
|
3.5
|
%
|
|||
Discount rates
|
|
18.0
|
%
|
|
20.0
|
%
|
|
19.0
|
%
|
|||
|
|
|
|
|
|
|
||||||
Market approach:
|
|
|
|
|
|
|
|
|
||||
Control premiums
|
|
20.0
|
%
|
|
20.0
|
%
|
|
20.0
|
%
|
|||
|
|
|
|
|
|
|
||||||
Sensitivities:
|
|
|
|
|
|
|
|
|
||||
(Amounts in thousands)
|
|
|
|
|
|
|
|
|
||||
Estimated fair value decrease in the event of a
|
|
|
|
|
|
|
|
|
||||
1% decrease in the terminal year growth
|
|
$
|
8,000
|
|
|
$
|
7,768
|
|
|
$
|
10,679
|
|
Estimated fair value decrease in the event of a
|
|
|
|
|
|
|
|
|
||||
1% increase in the discount rate
|
|
22,000
|
|
|
16,170
|
|
|
16,859
|
|
|||
Estimated fair value decrease in the event of a
|
|
|
|
|
|
|
|
|
||||
1% decrease in the control premium
|
|
3,000
|
|
|
2,143
|
|
|
2,330
|
|
|
|
Siding, Fencing, and Stone
|
||||||||||
|
|
As of
November 24, 2012 |
|
As of
November 26, 2011 |
|
As of
November 27, 2010 |
||||||
Assumptions:
|
|
|
|
|
|
|
||||||
Income approach:
|
|
|
|
|
|
|
||||||
Estimated housing starts in terminal year
|
|
1,050,000
|
|
|
1,050,000
|
|
|
1,150,000
|
|
|||
Terminal growth rate
|
|
3.0
|
%
|
|
3.0
|
%
|
|
3.0
|
%
|
|||
Discount rates
|
|
13.0
|
%
|
|
17.0
|
%
|
|
16.0
|
%
|
|||
|
|
|
|
|
|
|
||||||
Market approach:
|
|
|
|
|
|
|
|
|
||||
Control premiums
|
|
10.0
|
%
|
|
10.0
|
%
|
|
10.0
|
%
|
|||
|
|
|
|
|
|
|
||||||
Sensitivities:
|
|
|
|
|
|
|
|
|
||||
(Amounts in thousands)
|
|
|
|
|
|
|
|
|
||||
Estimated fair value decrease in the event of a
|
|
|
|
|
|
|
|
|
||||
1% decrease in the terminal year growth
|
|
$
|
62,000
|
|
|
$
|
32,974
|
|
|
$
|
47,251
|
|
Estimated fair value decrease in the event of a
|
|
|
|
|
|
|
|
|
||||
1% increase in the discount rate
|
|
135,000
|
|
|
64,112
|
|
|
71,220
|
|
|||
Estimated fair value decrease in the event of a
|
|
|
|
|
|
|
|
|
||||
1% decrease in the control premium
|
|
14,000
|
|
|
8,930
|
|
|
8,865
|
|
(Amounts in thousands)
|
|
As of
|
|
As of
|
|
As of
|
||||||
|
|
November 24,
|
|
November 26,
|
|
November 27,
|
||||||
|
|
2012
|
|
2011
|
|
2010
|
||||||
Estimated Windows and Doors reporting unit fair value increase in the event of a 10% increase in the weighting of the market multiples method
|
|
$
|
—
|
|
|
$
|
4,000
|
|
|
$
|
5,600
|
|
Estimated Siding, Fencing, and Stone reporting unit fair value increase in the event of a 10% increase in the weighting of the market multiples method
|
|
30,000
|
|
|
10,300
|
|
|
2,700
|
|
|
|
Year ended December 31,
|
||||||||||
(Amounts in thousands)
|
|
2012
|
|
2011
|
|
2010
|
||||||
Net Sales
|
|
|
|
|
|
|
||||||
Siding, Fencing, and Stone
|
|
$
|
658,045
|
|
|
$
|
639,290
|
|
|
$
|
604,406
|
|
Windows and Doors
|
|
463,256
|
|
|
395,567
|
|
|
391,500
|
|
|||
Operating earnings (loss)
|
|
|
|
|
|
|
|
|
|
|||
Siding, Fencing, and Stone
|
|
110,456
|
|
|
90,849
|
|
|
92,612
|
|
|||
Windows and Doors
|
|
(20,565
|
)
|
|
(31,134
|
)
|
|
(19,410
|
)
|
|||
Unallocated
|
|
(19,871
|
)
|
|
(14,784
|
)
|
|
(16,372
|
)
|
|||
Foreign currency gain
|
|
|
|
|
|
|
|
|
|
|||
Windows and Doors
|
|
409
|
|
|
492
|
|
|
510
|
|
|||
Interest expense, net
|
|
|
|
|
|
|
|
|
|
|||
Siding, Fencing, and Stone
|
|
47
|
|
|
83
|
|
|
121
|
|
|||
Windows and Doors
|
|
18
|
|
|
13
|
|
|
(90
|
)
|
|||
Unallocated
|
|
(103,107
|
)
|
|
(101,480
|
)
|
|
(122,864
|
)
|
|||
Income tax benefit (expense)
|
|
|
|
|
|
|
|
|
|
|||
Unallocated
|
|
(2,835
|
)
|
|
(683
|
)
|
|
(5,027
|
)
|
|||
Gain (loss) on modification or
|
|
|
|
|
|
|
|
|
|
|||
extinguishment of debt
|
|
|
|
|
|
|
|
|
|
|||
Unallocated
|
|
(3,607
|
)
|
|
(27,863
|
)
|
|
98,187
|
|
|||
|
|
|
|
|
|
|
||||||
Net income (loss)
|
|
$
|
(39,055
|
)
|
|
$
|
(84,507
|
)
|
|
$
|
27,667
|
|
|
|
Year ended December 31,
|
|||||||||||||||||||
(Amounts in thousands)
|
|
2012
|
|
2011
|
|
2010
|
|||||||||||||||
Statement of operations data:
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Net sales
|
|
$
|
658,045
|
|
|
100.0
|
%
|
|
$
|
639,290
|
|
|
100.0
|
%
|
|
$
|
604,406
|
|
|
100.0
|
%
|
Gross profit
|
|
180,244
|
|
|
27.4
|
%
|
|
158,798
|
|
|
24.8
|
%
|
|
155,535
|
|
|
25.7
|
%
|
|||
SG&A expenses
|
|
61,201
|
|
|
9.3
|
%
|
|
59,646
|
|
|
9.3
|
%
|
|
54,410
|
|
|
9.0
|
%
|
|||
Amortization of intangible assets
|
|
8,587
|
|
|
1.3
|
%
|
|
8,303
|
|
|
1.3
|
%
|
|
8,513
|
|
|
1.4
|
%
|
|||
Operating earnings
|
|
110,456
|
|
|
16.8
|
%
|
|
90,849
|
|
|
14.2
|
%
|
|
92,612
|
|
|
15.3
|
%
|
|
|
Year ended December 31,
|
|||||||||||||||||||
(Amounts in thousands)
|
|
2012
|
|
2011
|
|
2010
|
|||||||||||||||
Statement of operations data:
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Net sales
|
|
$
|
463,256
|
|
|
100.0
|
%
|
|
$
|
395,567
|
|
|
100.0
|
%
|
|
$
|
391,500
|
|
|
100.0
|
%
|
Gross profit
|
|
63,955
|
|
|
13.8
|
%
|
|
51,734
|
|
|
13.1
|
%
|
|
60,425
|
|
|
15.4
|
%
|
|||
SG&A expenses
|
|
66,170
|
|
|
14.3
|
%
|
|
64,518
|
|
|
16.3
|
%
|
|
61,285
|
|
|
15.7
|
%
|
|||
Amortization of intangible assets
|
|
18,350
|
|
|
4.0
|
%
|
|
18,350
|
|
|
4.6
|
%
|
|
18,550
|
|
|
4.7
|
%
|
|||
Operating loss
|
|
(20,565
|
)
|
|
(4.4
|
)%
|
|
(31,134
|
)
|
|
(7.9
|
)%
|
|
(19,410
|
)
|
|
(5.0
|
)%
|
|||
Currency transaction gain
|
|
409
|
|
|
0.1
|
%
|
|
492
|
|
|
0.1
|
%
|
|
510
|
|
|
0.1
|
%
|
|
|
Year ended December 31,
|
||||||||||
(Amounts in thousands)
|
|
2012
|
|
2011
|
|
2010
|
||||||
Statement of operations data:
|
|
|
|
|
|
|
||||||
SG&A expenses
|
|
$
|
(19,871
|
)
|
|
$
|
(14,748
|
)
|
|
$
|
(14,765
|
)
|
Amortization of intangible assets
|
|
—
|
|
|
(36
|
)
|
|
(36
|
)
|
|||
Write-off of previously capitalized offering costs
|
|
—
|
|
|
—
|
|
|
(1,571
|
)
|
|||
Operating loss
|
|
(19,871
|
)
|
|
(14,784
|
)
|
|
(16,372
|
)
|
|||
Interest expense
|
|
(103,112
|
)
|
|
(101,486
|
)
|
|
(122,881
|
)
|
|||
Interest income
|
|
5
|
|
|
6
|
|
|
17
|
|
|||
Gain (loss) on modification or extinguishment of debt
|
|
(3,607
|
)
|
|
(27,863
|
)
|
|
98,187
|
|
|||
Provision for income taxes
|
|
$
|
(2,835
|
)
|
|
$
|
(683
|
)
|
|
$
|
(5,027
|
)
|
•
|
a decrease of approximately $3.9 million of interest on the 9.0% Senior Subordinated Notes, which were redeemed on February 16, 2010,
|
•
|
a decrease of approximately $75.9 million of interest on the 11.75% Senior Secured Notes, which were purchased and redeemed in February and March 2011,
|
•
|
an increase of approximately $58.7 million of interest paid on the 8.25% Senior Secured Notes, which were issued in February 2011,
|
•
|
a decrease of approximately $1.1 million of interest on our ABL Facility borrowings, primarily due to a decrease in the interest rate,
|
•
|
an increase of approximately $2.5 million due to the amortization of the discount and tender premium on the 8.25% Senior Secured Notes, which were issued in February 2011, and
|
•
|
a decrease of approximately $1.7 million due to the write off of a portion of the capitalized financing costs related to the 11.75% Senior Secured Notes purchased and redeemed in February and March 2011, partially offset by additional amortization related to the financing costs for the new 8.25% Senior Secured Notes.
|
(Amounts in thousands)
|
|
For the year ended
|
||||||||||
|
|
December 31, 2012
|
|
December 31, 2011
|
|
December 31, 2010
|
||||||
Gain (loss) on extinguishment of debt:
|
|
|
|
|
|
|
||||||
Tender premium
|
|
$
|
—
|
|
|
$
|
(10,883
|
)
|
|
$
|
—
|
|
11.75% Senior Secured Notes unamortized discount
|
|
—
|
|
|
(775
|
)
|
|
—
|
|
|||
11.75% Senior Secured Notes unamortized debt issuance costs
|
|
—
|
|
|
(2,757
|
)
|
|
—
|
|
|||
13.125% Senior Subordinated Notes call premium
|
|
(1,487
|
)
|
|
—
|
|
|
—
|
|
|||
13.125% Senior Subordinated Notes unamortized discount
|
|
(299
|
)
|
|
—
|
|
|
—
|
|
|||
13.125% Senior Subordinated Notes unamortized debt issuance costs
|
|
(372
|
)
|
|
—
|
|
|
—
|
|
|||
|
|
(2,158
|
)
|
|
(14,415
|
)
|
|
—
|
|
|||
|
|
|
|
|
|
|
||||||
Carrying value of 9% Senior Subordinated Notes
|
|
—
|
|
|
—
|
|
|
360,000
|
|
|||
9% Senior Subordinated Notes unamortized debt issuance costs
|
|
—
|
|
|
—
|
|
|
(5,780
|
)
|
|||
9% Senior Subordinated Notes unamortized premium
|
|
—
|
|
|
—
|
|
|
100
|
|
|||
Reacquisition price of 9% Senior Subordinated Notes
|
|
—
|
|
|
—
|
|
|
(256,133
|
)
|
|||
|
|
—
|
|
|
—
|
|
|
98,187
|
|
|||
Loss on modification of debt:
|
|
|
|
|
|
|
|
|
||||
Third party fees for 8.25% Senior Secured Notes
|
|
—
|
|
|
(12,261
|
)
|
|
—
|
|
|||
Unamortized debt issuance costs for prior ABL Facility
|
|
—
|
|
|
(1,187
|
)
|
|
—
|
|
|||
Third party fees for 9.375% Senior Notes
|
|
(1,449
|
)
|
|
—
|
|
|
—
|
|
|||
|
|
(1,449
|
)
|
|
(13,448
|
)
|
|
—
|
|
|||
|
|
|
|
|
|
|
||||||
Total gain (loss) on modification or extinguishment of debt
|
|
$
|
(3,607
|
)
|
|
$
|
(27,863
|
)
|
|
$
|
98,187
|
|
|
|
Total
|
|
Less Than
|
|
|
|
|
|
More than
|
||||||||||
(Amounts in thousands)
|
|
Amount
|
|
1 Year
|
|
1 - 3 Years
|
|
3 - 5 Years
|
|
5 Years
|
||||||||||
Long-term debt (1)
|
|
$
|
1,071,000
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
231,000
|
|
|
$
|
840,000
|
|
Interest payments (2)
|
|
455,857
|
|
|
86,359
|
|
|
172,718
|
|
|
162,130
|
|
|
34,650
|
|
|||||
Non-cancelable lease commitments (3)
|
|
112,698
|
|
|
18,861
|
|
|
32,225
|
|
|
22,768
|
|
|
38,844
|
|
|||||
Purchase obligations (4)
|
|
78,660
|
|
|
78,660
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Other long-term liabilities (5)
|
|
11,319
|
|
|
1,131
|
|
|
2,264
|
|
|
2,264
|
|
|
5,660
|
|
|||||
|
|
$
|
1,729,534
|
|
|
$
|
185,011
|
|
|
$
|
207,207
|
|
|
$
|
418,162
|
|
|
$
|
919,154
|
|
(1)
|
Long-term debt is shown before discount, and consists of our 9.375% Senior Notes, 8.25% Senior Secured Notes, and the ABL Facility. For more information concerning the long-term debt, see “
Liquidity and Capital Resources
” above.
|
(2)
|
Interest payments for variable interest debt are based on current interest rates.
|
(3)
|
Non-cancelable lease commitments represent lease payments for facilities and equipment.
|
(4)
|
Purchase obligations are defined as purchase agreements that are enforceable and legally binding and that specify all significant terms, including quantity, price and the approximate timing of the transaction. These obligations are related primarily to inventory purchases under a 2013 contract that was finalized during 2012.
|
(5)
|
Other long term liabilities include pension obligations which are estimated based on our 2012 annual funding requirement. Because we are unable to reliably estimate the timing of future tax payments related to uncertain tax positions, certain tax related obligations of approximately $3.5 million, including interest of approximately $0.9 million, have been excluded from the table above.
|
(Amounts in thousands)
|
|
For the Year Ended December 31,
|
||||||||||
|
|
2012
|
|
2011
|
|
2010
|
||||||
Net sales
|
|
$
|
1,121,301
|
|
|
$
|
1,034,857
|
|
|
$
|
995,906
|
|
Cost of products sold
|
|
877,102
|
|
|
824,325
|
|
|
779,946
|
|
|||
Gross profit
|
|
244,199
|
|
|
210,532
|
|
|
215,960
|
|
|||
Operating expenses:
|
|
|
|
|
|
|
|
|
|
|||
Selling, general and administrative expenses
|
|
147,242
|
|
|
138,912
|
|
|
130,460
|
|
|||
Amortization of intangible assets
|
|
26,937
|
|
|
26,689
|
|
|
27,099
|
|
|||
Write-off of previously capitalized offering costs
|
|
—
|
|
|
—
|
|
|
1,571
|
|
|||
Total operating expenses
|
|
174,179
|
|
|
165,601
|
|
|
159,130
|
|
|||
Operating earnings
|
|
70,020
|
|
|
44,931
|
|
|
56,830
|
|
|||
Foreign currency gain
|
|
409
|
|
|
492
|
|
|
510
|
|
|||
Interest expense
|
|
(103,133
|
)
|
|
(101,488
|
)
|
|
(122,992
|
)
|
|||
Interest income
|
|
91
|
|
|
104
|
|
|
159
|
|
|||
Gain (loss) on modification or extinguishment of debt
|
|
(3,607
|
)
|
|
(27,863
|
)
|
|
98,187
|
|
|||
Income (loss) before provision for income taxes
|
|
(36,220
|
)
|
|
(83,824
|
)
|
|
32,694
|
|
|||
Provision for income taxes
|
|
2,835
|
|
|
683
|
|
|
5,027
|
|
|||
Net income (loss)
|
|
$
|
(39,055
|
)
|
|
$
|
(84,507
|
)
|
|
$
|
27,667
|
|
(Amounts in thousands)
|
|
For the Year Ended December 31,
|
||||||||||
|
|
2012
|
|
2011
|
|
2010
|
||||||
Net (loss) income
|
|
$
|
(39,055
|
)
|
|
$
|
(84,507
|
)
|
|
$
|
27,667
|
|
Other comprehensive (loss) income, net of tax:
|
|
|
|
|
|
|
|
|
|
|||
Currency translation
|
|
835
|
|
|
(691
|
)
|
|
1,639
|
|
|||
Minimum pension liability for actuarial loss, net of tax
|
|
(1,103
|
)
|
|
(6,600
|
)
|
|
(740
|
)
|
|||
Other comprehensive (loss) income
|
|
(268
|
)
|
|
(7,291
|
)
|
|
899
|
|
|||
Comprehensive (loss) income
|
|
$
|
(39,323
|
)
|
|
$
|
(91,798
|
)
|
|
$
|
28,566
|
|
(Amounts in thousands, except share amounts)
|
|
December 31, 2012
|
|
December 31, 2011
|
||||
ASSETS
|
|
|
|
|
||||
Current Assets:
|
|
|
|
|
||||
Cash and cash equivalents
|
|
$
|
27,194
|
|
|
$
|
11,700
|
|
Accounts receivable, less allowances of $3,584 and $3,883, respectively
|
|
115,052
|
|
|
109,515
|
|
||
Inventories:
|
|
|
|
|
|
|
||
Raw materials
|
|
39,952
|
|
|
41,909
|
|
||
Work in process
|
|
20,931
|
|
|
24,286
|
|
||
Finished goods
|
|
39,409
|
|
|
38,610
|
|
||
Total inventory
|
|
100,292
|
|
|
104,805
|
|
||
Prepaid expenses and other current assets
|
|
15,384
|
|
|
13,272
|
|
||
Deferred income taxes
|
|
5,172
|
|
|
5,675
|
|
||
Total current assets
|
|
263,094
|
|
|
244,967
|
|
||
Property and Equipment, at cost:
|
|
|
|
|
|
|
||
Land
|
|
3,737
|
|
|
3,737
|
|
||
Buildings and improvements
|
|
37,941
|
|
|
36,588
|
|
||
Machinery and equipment
|
|
293,275
|
|
|
272,120
|
|
||
Total property and equipment
|
|
334,953
|
|
|
312,445
|
|
||
Less accumulated depreciation
|
|
(235,848
|
)
|
|
(212,600
|
)
|
||
Total property and equipment, net
|
|
99,105
|
|
|
99,845
|
|
||
Other Assets:
|
|
|
|
|
|
|
||
Intangible assets, net
|
|
94,356
|
|
|
121,148
|
|
||
Goodwill
|
|
392,455
|
|
|
391,467
|
|
||
Deferred income taxes
|
|
2,981
|
|
|
3,121
|
|
||
Other
|
|
29,859
|
|
|
32,364
|
|
||
Total other assets
|
|
519,651
|
|
|
548,100
|
|
||
|
|
$
|
881,850
|
|
|
$
|
892,912
|
|
LIABILITIES AND STOCKHOLDER'S DEFICIT
|
|
|
|
|
|
|
||
Current Liabilities:
|
|
|
|
|
|
|
||
Accounts payable
|
|
$
|
67,797
|
|
|
$
|
50,090
|
|
Accrued expenses
|
|
93,918
|
|
|
90,881
|
|
||
Total current liabilities
|
|
161,715
|
|
|
140,971
|
|
||
Deferred income taxes
|
|
10,049
|
|
|
9,865
|
|
||
Other long-term liabilities
|
|
60,644
|
|
|
57,728
|
|
||
Long-term debt
|
|
964,384
|
|
|
961,670
|
|
||
Commitments and contingencies
|
|
|
|
|
|
|
||
|
|
|
|
|
||||
Stockholder's Deficit:
|
|
|
|
|
|
|
||
Preferred stock $0.01 par, 100 shares authorized, none issued and outstanding
|
|
—
|
|
|
—
|
|
||
Common stock $0.01 par, 100 shares authorized, issued and outstanding
|
|
—
|
|
|
—
|
|
||
Additional paid-in-capital
|
|
311,034
|
|
|
309,331
|
|
||
Accumulated deficit
|
|
(619,640
|
)
|
|
(580,585
|
)
|
||
Accumulated other comprehensive loss
|
|
(6,336
|
)
|
|
(6,068
|
)
|
||
Total stockholder's deficit
|
|
(314,942
|
)
|
|
(277,322
|
)
|
||
|
|
$
|
881,850
|
|
|
$
|
892,912
|
|
(Amounts in thousands)
|
|
For the Year Ended December 31,
|
||||||||||
|
|
2012
|
|
2011
|
|
2010
|
||||||
Cash flows from operating activities:
|
|
|
|
|
|
|
||||||
Net income (loss)
|
|
$
|
(39,055
|
)
|
|
$
|
(84,507
|
)
|
|
$
|
27,667
|
|
Adjustments to reconcile net income (loss) to cash
|
|
|
|
|
|
|
|
|
|
|||
provided by (used in) operating activities:
|
|
|
|
|
|
|
|
|
|
|||
Depreciation and amortization expense
|
|
52,277
|
|
|
54,020
|
|
|
60,718
|
|
|||
Non-cash interest expense, net
|
|
11,428
|
|
|
10,518
|
|
|
9,800
|
|
|||
Gain on foreign currency transactions
|
|
(409
|
)
|
|
(492
|
)
|
|
(510
|
)
|
|||
(Gain) loss on modification or extinguishment of debt
|
|
3,607
|
|
|
27,863
|
|
|
(98,187
|
)
|
|||
Write-off of previously capitalized offering costs
|
|
—
|
|
|
—
|
|
|
1,571
|
|
|||
Stock based compensation
|
|
1,703
|
|
|
430
|
|
|
164
|
|
|||
Deferred income taxes
|
|
1,027
|
|
|
6,293
|
|
|
1,603
|
|
|||
Reduction in tax uncertainty, net of valuation allowance
|
|
(92
|
)
|
|
(6,617
|
)
|
|
—
|
|
|||
Other
|
|
(37
|
)
|
|
(484
|
)
|
|
(168
|
)
|
|||
Changes in operating assets and liabilities:
|
|
|
|
|
|
|
|
|
|
|||
Accounts receivable, net
|
|
(5,377
|
)
|
|
(13,266
|
)
|
|
(3,023
|
)
|
|||
Inventories
|
|
4,696
|
|
|
(6,413
|
)
|
|
(120
|
)
|
|||
Prepaid expenses and other assets
|
|
(2,534
|
)
|
|
(1,948
|
)
|
|
7,624
|
|
|||
Accounts payable
|
|
17,606
|
|
|
(4,772
|
)
|
|
1,917
|
|
|||
Accrued expenses
|
|
4,592
|
|
|
15,314
|
|
|
452
|
|
|||
Cash payments on restructuring liabilities
|
|
(1,177
|
)
|
|
(407
|
)
|
|
(2,630
|
)
|
|||
Other
|
|
449
|
|
|
1,009
|
|
|
(130
|
)
|
|||
Net cash provided by (used in) operating activities
|
|
48,704
|
|
|
(3,459
|
)
|
|
6,748
|
|
|||
Cash flows from investing activities:
|
|
|
|
|
|
|
|
|
|
|||
Capital expenditures
|
|
(24,646
|
)
|
|
(11,490
|
)
|
|
(11,105
|
)
|
|||
Proceeds from sale of assets
|
|
193
|
|
|
102
|
|
|
2,032
|
|
|||
Acquisitions, net of cash acquired
|
|
(100
|
)
|
|
—
|
|
|
—
|
|
|||
Net cash used in investing activities
|
|
(24,553
|
)
|
|
(11,388
|
)
|
|
(9,073
|
)
|
|||
Cash flows from financing activities:
|
|
|
|
|
|
|
|
|
|
|||
Proceeds from long-term debt
|
|
102,991
|
|
|
423,684
|
|
|
145,709
|
|
|||
Payments on long-term debt
|
|
(58,991
|
)
|
|
(348,684
|
)
|
|
(141,191
|
)
|
|||
Net revolver borrowings (payments)
|
|
(40,000
|
)
|
|
55,000
|
|
|
5,000
|
|
|||
Payments on previous revolver credit facility
|
|
—
|
|
|
(30,000
|
)
|
|
—
|
|
|||
Payment of early tender premium
|
|
(9,844
|
)
|
|
(49,769
|
)
|
|
—
|
|
|||
Equity contributions
|
|
—
|
|
|
—
|
|
|
2,428
|
|
|||
Equity repurchases
|
|
—
|
|
|
(14,049
|
)
|
|
(2,978
|
)
|
|||
Debt issuance costs paid
|
|
(2,969
|
)
|
|
(26,984
|
)
|
|
(5,029
|
)
|
|||
Tax payments on behalf of parent
|
|
—
|
|
|
—
|
|
|
(1,532
|
)
|
|||
Net cash provided by (used in) financing activities
|
|
(8,813
|
)
|
|
9,198
|
|
|
2,407
|
|
|||
Impact of exchange rate movements on cash
|
|
156
|
|
|
(149
|
)
|
|
353
|
|
|||
Net increase (decrease) in cash and cash equivalents
|
|
15,494
|
|
|
(5,798
|
)
|
|
435
|
|
|||
Cash and cash equivalents at the beginning of the period
|
|
11,700
|
|
|
17,498
|
|
|
17,063
|
|
|||
Cash and cash equivalents at the end of the period
|
|
$
|
27,194
|
|
|
$
|
11,700
|
|
|
$
|
17,498
|
|
Supplemental Information
|
|
|
|
|
|
|
|
|
|
|||
Interest paid
|
|
$
|
95,406
|
|
|
$
|
90,867
|
|
|
$
|
113,032
|
|
Income taxes paid (received), net
|
|
$
|
307
|
|
|
$
|
3,937
|
|
|
$
|
(4,857
|
)
|
(Amounts in thousands)
|
|
Additional
Paid in
|
|
Accumulated
|
|
Accumulated
Other
Comprehensive
|
|
Total
Stockholder's
|
||||||||
|
|
Capital
|
|
Deficit
|
|
Income (Loss)
|
|
(Deficit)
|
||||||||
Balance, December 31, 2009
|
|
$
|
209,939
|
|
|
$
|
(523,745
|
)
|
|
$
|
324
|
|
|
$
|
(313,482
|
)
|
Comprehensive income:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Net income
|
|
—
|
|
|
27,667
|
|
|
—
|
|
|
27,667
|
|
||||
Currency translation
|
|
—
|
|
|
—
|
|
|
1,639
|
|
|
1,639
|
|
||||
Minimum pension liability for actuarial
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
loss, net of tax
|
|
—
|
|
|
—
|
|
|
(740
|
)
|
|
(740
|
)
|
||||
Total comprehensive income
|
|
|
|
|
|
|
|
|
|
|
28,566
|
|
||||
Non-cash equity contribution by affiliate
|
|
114,929
|
|
|
—
|
|
|
—
|
|
|
114,929
|
|
||||
Contributions and repurchase of equity, net
|
|
(550
|
)
|
|
—
|
|
|
—
|
|
|
(550
|
)
|
||||
Tax payment on behalf of parent
|
|
(1,532
|
)
|
|
—
|
|
|
—
|
|
|
(1,532
|
)
|
||||
Repurchase of former employee equity
|
|
(1,183
|
)
|
|
—
|
|
|
—
|
|
|
(1,183
|
)
|
||||
Stock compensation
|
|
164
|
|
|
—
|
|
|
—
|
|
|
164
|
|
||||
Balance, December 31, 2010
|
|
$
|
321,767
|
|
|
$
|
(496,078
|
)
|
|
$
|
1,223
|
|
|
$
|
(173,088
|
)
|
Comprehensive loss:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Net loss
|
|
—
|
|
|
(84,507
|
)
|
|
—
|
|
|
(84,507
|
)
|
||||
Currency translation
|
|
—
|
|
|
—
|
|
|
(691
|
)
|
|
(691
|
)
|
||||
Minimum pension liability for actuarial
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
loss, net of tax
|
|
—
|
|
|
—
|
|
|
(6,600
|
)
|
|
(6,600
|
)
|
||||
Total comprehensive loss
|
|
|
|
|
|
|
|
|
|
|
(91,798
|
)
|
||||
Repurchase of equity
|
|
(12,866
|
)
|
|
—
|
|
|
—
|
|
|
(12,866
|
)
|
||||
Stock compensation
|
|
430
|
|
|
—
|
|
|
—
|
|
|
430
|
|
||||
Balance, December 31, 2011
|
|
$
|
309,331
|
|
|
$
|
(580,585
|
)
|
|
$
|
(6,068
|
)
|
|
$
|
(277,322
|
)
|
Comprehensive loss:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Net loss
|
|
—
|
|
|
(39,055
|
)
|
|
—
|
|
|
(39,055
|
)
|
||||
Currency translation
|
|
—
|
|
|
—
|
|
|
835
|
|
|
835
|
|
||||
Minimum pension liability for actuarial
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
loss, net of tax
|
|
—
|
|
|
—
|
|
|
(1,103
|
)
|
|
(1,103
|
)
|
||||
Total comprehensive loss
|
|
|
|
|
|
|
|
|
|
|
(39,323
|
)
|
||||
Stock compensation
|
|
1,703
|
|
|
—
|
|
|
—
|
|
|
1,703
|
|
||||
Balance, December 31, 2012
|
|
$
|
311,034
|
|
|
$
|
(619,640
|
)
|
|
$
|
(6,336
|
)
|
|
$
|
(314,942
|
)
|
•
|
On August 27, 2004, Ply Gem Industries acquired all of the outstanding shares of capital stock of MWM Holding, Inc., (“MWM Holding”), in accordance with a stock purchase agreement entered into among Ply Gem Industries, MWM Holding and the selling stockholders.
|
•
|
On February 24, 2006, Ply Gem Industries acquired all of the outstanding shares of capital stock, warrants to purchase shares of common stock and options to purchase shares of common stock of AWC Holding Company (“AWC”, and together with its subsidiaries, “Alenco”), in accordance with a securities purchase agreement entered into among Ply Gem, all of the direct and indirect stockholders, warrant holders and stock options holders of AWC and FNL Management Corp, an Ohio corporation, as their representative. Pursuant to the securities purchase agreement, Ply Gem purchased all of the issued and outstanding shares of common stock, warrants to purchase shares of common stock and options to purchase shares of common stock of AWC (other than certain shares of common stock of AWC held by certain members of the senior management of Alenco that were contributed separately to Ply Gem Prime, the new parent company of Ply Gem Investment Holdings, in exchange for shares of capital stock of Ply Gem Prime). Immediately following the completion of the Alenco acquisition, AWC became a wholly owned subsidiary of Ply Gem.
|
•
|
On October 31, 2006, Ply Gem Industries acquired all of the issued and outstanding shares of common stock of Mastic Home Exteriors, Inc. (formerly known as Alcoa Home Exteriors) (“MHE”), in accordance with a stock purchase agreement entered into among Ply Gem Industries, Alcoa Securities Corporation, and Alcoa Inc.
|
•
|
On September 30, 2007, Ply Gem Industries completed the acquisition of CertainTeed Corporation’s vinyl window and patio door business through a stock acquisition. On the acquisition date, the Company changed the name of the acquired business to Ply Gem Pacific Windows Corporation (“Pacific Windows”).
|
•
|
On October 31, 2008, Ply Gem Industries acquired substantially all of the assets of Ply Gem Stone (formerly United Stone Veneer).
|
•
|
On July 30, 2012, Ply Gem acquired substantially all of the assets of Greendeck Products, LLC, a composite products development company.
|
Buildings and improvements
|
10-37 years
|
Machinery and equipment, including leases
|
3-15 years
|
Leasehold improvements
|
Term of lease or useful life, whichever is shorter
|
•
|
Level 1: Observable inputs such as quoted prices (unadjusted) in active markets for identical assets or liabilities.
|
•
|
Level 2: Inputs other than quoted prices that are observable for the asset or liability, either directly or indirectly. These include quoted prices for similar assets or liabilities in active markets and quoted prices for identical or similar assets or liabilities in markets that are not active.
|
•
|
Level 3: Inputs that reflect the reporting entity’s own assumptions.
|
|
|
|
|
|
|
Quoted Prices
in Active Markets |
|
Significant
Other |
|
Significant
|
||||||||||
(Amounts in thousands)
|
|
|
|
Fair
|
|
for Identical
|
|
Observable
|
|
Unobservable
|
||||||||||
|
|
Carrying
|
|
Value
|
|
Assets
|
|
Inputs
|
|
Inputs
|
||||||||||
Description
|
|
Value
|
|
Total
|
|
(Level 1)
|
|
(Level 2)
|
|
(Level 3)
|
||||||||||
Liabilities:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Senior Notes-9.375%
|
|
$
|
160,000
|
|
|
$
|
170,400
|
|
|
$
|
170,400
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Senior Secured Notes-8.25%
|
|
840,000
|
|
|
907,200
|
|
|
907,200
|
|
|
—
|
|
|
—
|
|
|||||
As of December 31, 2012
|
|
$
|
1,000,000
|
|
|
$
|
1,077,600
|
|
|
$
|
1,077,600
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Senior Subordinated Notes-13.125%
|
|
$
|
150,000
|
|
|
$
|
132,188
|
|
|
$
|
132,188
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Senior Secured Notes-8.25%
|
|
800,000
|
|
|
697,000
|
|
|
697,000
|
|
|
—
|
|
|
—
|
|
|||||
As of December 31, 2011
|
|
$
|
950,000
|
|
|
$
|
829,188
|
|
|
$
|
829,188
|
|
|
$
|
—
|
|
|
$
|
—
|
|
(Amounts in thousands)
|
|
Foreign currency
translation |
|
Minimum pension
liability adjustments |
|
Accumulated other comprehensive
(loss) income |
||||||
Balance at December 31, 2009
|
|
$
|
4,104
|
|
|
$
|
(3,780
|
)
|
|
$
|
324
|
|
Net current period change
|
|
1,639
|
|
|
(740
|
)
|
|
899
|
|
|||
Balance at December 31, 2010
|
|
5,743
|
|
|
(4,520
|
)
|
|
1,223
|
|
|||
Net current period change
|
|
(691
|
)
|
|
(6,600
|
)
|
|
(7,291
|
)
|
|||
Balance at December 31, 2011
|
|
5,052
|
|
|
(11,120
|
)
|
|
(6,068
|
)
|
|||
Net current period change
|
|
835
|
|
|
(1,103
|
)
|
|
(268
|
)
|
|||
Balance at December 31, 2012
|
|
$
|
5,887
|
|
|
$
|
(12,223
|
)
|
|
$
|
(6,336
|
)
|
(Amounts in thousands)
|
|
|
|
|
||||
|
|
December 31, 2012
|
|
December 31, 2011
|
||||
Siding, Fencing and Stone
|
|
$
|
320,984
|
|
|
$
|
320,107
|
|
Windows and Doors
|
|
71,471
|
|
|
71,360
|
|
||
|
|
$
|
392,455
|
|
|
$
|
391,467
|
|
|
|
Windows and
|
|
Siding, Fencing
|
||||
(Amounts in thousands)
|
|
Doors
|
|
and Stone
|
||||
Balance as of January 1, 2011
|
|
|
|
|
|
|
||
Goodwill
|
|
$
|
401,099
|
|
|
$
|
442,334
|
|
Accumulated impairment losses
|
|
(327,773
|
)
|
|
(122,227
|
)
|
||
|
|
73,326
|
|
|
320,107
|
|
||
Currency translation adjustments
|
|
(244
|
)
|
|
—
|
|
||
Purchase accounting adjustment
|
|
(307
|
)
|
|
—
|
|
||
Tax benefit of excess tax goodwill
|
|
(1,415
|
)
|
|
—
|
|
||
Balance as of December 31, 2011
|
|
|
|
|
|
|
||
Goodwill
|
|
399,133
|
|
|
442,334
|
|
||
Accumulated impairment losses
|
|
(327,773
|
)
|
|
(122,227
|
)
|
||
|
|
$
|
71,360
|
|
|
$
|
320,107
|
|
Currency translation adjustments
|
|
241
|
|
|
—
|
|
||
Tax benefit of excess tax goodwill
|
|
(130
|
)
|
|
—
|
|
||
Greendeck acquisition
|
|
—
|
|
|
877
|
|
||
Balance as of December 31, 2012
|
|
|
|
|
|
|
||
Goodwill
|
|
399,244
|
|
|
443,211
|
|
||
Accumulated impairment losses
|
|
(327,773
|
)
|
|
(122,227
|
)
|
||
|
|
$
|
71,471
|
|
|
$
|
320,984
|
|
(Amounts in thousands)
|
|
Average
Amortization Period |
|
|
|
Accumulated
|
|
Net Carrying
|
||||||
|
|
(in Years)
|
|
Cost
|
|
Amortization
|
|
Value
|
||||||
As of December 31, 2012:
|
|
|
|
|
|
|
|
|
||||||
Patents
|
|
14
|
|
$
|
12,770
|
|
|
$
|
(8,308
|
)
|
|
$
|
4,462
|
|
Trademarks/Tradenames
|
|
11
|
|
85,669
|
|
|
(61,737
|
)
|
|
23,932
|
|
|||
Customer relationships
|
|
13
|
|
158,158
|
|
|
(93,025
|
)
|
|
65,133
|
|
|||
Other
|
|
|
|
2,647
|
|
|
(1,818
|
)
|
|
829
|
|
|||
Total intangible assets
|
|
13
|
|
$
|
259,244
|
|
|
$
|
(164,888
|
)
|
|
$
|
94,356
|
|
|
|
|
|
|
|
|
|
|
||||||
As of December 31, 2011:
|
|
|
|
|
|
|
|
|
|
|
|
|||
Patents
|
|
14
|
|
$
|
12,770
|
|
|
$
|
(7,361
|
)
|
|
$
|
5,409
|
|
Trademarks/Tradenames
|
|
11
|
|
85,644
|
|
|
(48,296
|
)
|
|
37,348
|
|
|||
Customer relationships
|
|
13
|
|
158,158
|
|
|
(80,851
|
)
|
|
77,307
|
|
|||
Other
|
|
|
|
2,503
|
|
|
(1,419
|
)
|
|
1,084
|
|
|||
Total intangible assets
|
|
13
|
|
$
|
259,075
|
|
|
$
|
(137,927
|
)
|
|
$
|
121,148
|
|
|
Amortization
|
||
(Amounts in thousands)
|
expense
|
||
|
|
||
2013
|
$
|
16,677
|
|
2014
|
15,248
|
|
|
2015
|
14,799
|
|
|
2016
|
14,156
|
|
|
2017
|
10,420
|
|
(Amounts in thousands)
|
|
|
|
|
||||
|
|
December 31, 2012
|
|
December 31, 2011
|
||||
Senior secured asset based revolving credit facility
|
|
$
|
15,000
|
|
|
$
|
55,000
|
|
8.25% Senior secured notes due 2018, net of
|
|
|
|
|
|
|
||
unamortized early tender premium and
|
|
|
|
|
|
|
||
discount of $40,870 and $40,641
|
|
799,130
|
|
|
759,359
|
|
||
13.125% Senior subordinated notes due 2014, net of
|
|
|
|
|
|
|
||
unamortized discount of $0 and $2,689
|
|
—
|
|
|
147,311
|
|
||
9.375% Senior notes due 2017, net of
|
|
|
|
|
||||
unamortized discount of $9,746 and $0
|
|
150,254
|
|
|
—
|
|
||
|
|
$
|
964,384
|
|
|
$
|
961,670
|
|
(Amounts in thousands)
|
|
For the year ended
|
||||||||||
|
|
December 31, 2012
|
|
December 31, 2011
|
|
December 31, 2010
|
||||||
Gain (loss) on extinguishment of debt:
|
|
|
|
|
|
|
||||||
Tender premium
|
|
$
|
—
|
|
|
$
|
(10,883
|
)
|
|
$
|
—
|
|
11.75% Senior Secured Notes unamortized discount
|
|
—
|
|
|
(775
|
)
|
|
—
|
|
|||
11.75% Senior Secured Notes unamortized debt issuance costs
|
|
—
|
|
|
(2,757
|
)
|
|
—
|
|
|||
13.125% Senior Subordinated Notes call premium
|
|
(1,487
|
)
|
|
—
|
|
|
—
|
|
|||
13.125% Senior Subordinated Notes unamortized discount
|
|
(299
|
)
|
|
—
|
|
|
—
|
|
|||
13.125% Senior Subordinated Notes unamortized debt issuance costs
|
|
(372
|
)
|
|
—
|
|
|
—
|
|
|||
|
|
(2,158
|
)
|
|
(14,415
|
)
|
|
—
|
|
|||
|
|
|
|
|
|
|
||||||
Carrying value of 9% Senior Subordinated Notes
|
|
—
|
|
|
—
|
|
|
360,000
|
|
|||
9% Senior Subordinated Notes unamortized debt issuance costs
|
|
—
|
|
|
—
|
|
|
(5,780
|
)
|
|||
9% Senior Subordinated Notes unamortized premium
|
|
—
|
|
|
—
|
|
|
100
|
|
|||
Reacquisition price of 9% Senior Subordinated Notes
|
|
—
|
|
|
—
|
|
|
(256,133
|
)
|
|||
|
|
—
|
|
|
—
|
|
|
98,187
|
|
|||
Loss on modification of debt:
|
|
|
|
|
|
|
|
|
||||
Third party fees for 8.25% Senior Secured Notes
|
|
—
|
|
|
(12,261
|
)
|
|
—
|
|
|||
Unamortized debt issuance costs for prior ABL Facility
|
|
—
|
|
|
(1,187
|
)
|
|
—
|
|
|||
Third party fees for 9.375% Senior Notes
|
|
(1,449
|
)
|
|
—
|
|
|
—
|
|
|||
|
|
(1,449
|
)
|
|
(13,448
|
)
|
|
—
|
|
|||
|
|
|
|
|
|
|
||||||
Total gain (loss) on modification or extinguishment of debt
|
|
$
|
(3,607
|
)
|
|
$
|
(27,863
|
)
|
|
$
|
98,187
|
|
|
|
As of
|
||
(Amounts in thousands)
|
|
December 31, 2012
|
||
2013
|
|
$
|
—
|
|
2014
|
|
—
|
|
|
2015
|
|
—
|
|
|
2016
|
|
15,000
|
|
|
2017
|
|
150,254
|
|
|
Thereafter
|
|
799,130
|
|
|
|
|
$
|
964,384
|
|
|
|
December 31,
|
|
December 31,
|
||||
(Amounts in thousands)
|
|
2012
|
|
2011
|
||||
Change in projected benefit obligation
|
|
|
|
|
||||
Benefit obligation at beginning of year
|
|
$
|
42,400
|
|
|
$
|
38,066
|
|
Service cost
|
|
101
|
|
|
98
|
|
||
Interest cost
|
|
1,850
|
|
|
1,931
|
|
||
Actuarial loss
|
|
3,066
|
|
|
4,138
|
|
||
Benefits and expenses paid
|
|
(2,357
|
)
|
|
(1,833
|
)
|
||
Projected benefit obligation at end of year
|
|
$
|
45,060
|
|
|
$
|
42,400
|
|
|
|
|
|
|
||||
Change in plan assets
|
|
|
|
|
|
|
||
Fair value of plan assets at beginning of year
|
|
$
|
26,377
|
|
|
$
|
26,929
|
|
Actual return on plan assets
|
|
3,164
|
|
|
(680
|
)
|
||
Employer and participant contributions
|
|
2,596
|
|
|
1,961
|
|
||
Benefits and expenses paid
|
|
(2,357
|
)
|
|
(1,833
|
)
|
||
Fair value of plan assets at end of year
|
|
$
|
29,780
|
|
|
$
|
26,377
|
|
|
|
|
|
|
||||
Funded status and financial position:
|
|
|
|
|
|
|
||
Fair value of plan assets
|
|
$
|
29,780
|
|
|
$
|
26,377
|
|
Benefit obligation at end of year
|
|
45,060
|
|
|
42,400
|
|
||
Funded status
|
|
$
|
(15,280
|
)
|
|
$
|
(16,023
|
)
|
|
|
|
|
|
||||
Amount recognized in the balance sheet consists of:
|
|
|
|
|
|
|
||
Current liability
|
|
$
|
(1,141
|
)
|
|
$
|
(2,577
|
)
|
Noncurrent liability
|
|
(14,139
|
)
|
|
(13,446
|
)
|
||
Liability recognized in the balance sheet
|
|
$
|
(15,280
|
)
|
|
$
|
(16,023
|
)
|
(Amounts in thousands)
|
|
December 31,
|
|
December 31,
|
||||
|
|
2012
|
|
2011
|
||||
Initial net asset (obligation)
|
|
$
|
—
|
|
|
$
|
—
|
|
Prior service credit (cost)
|
|
—
|
|
|
—
|
|
||
Net loss
|
|
15,468
|
|
|
14,365
|
|
||
Accumulated other comprehensive loss
|
|
$
|
15,468
|
|
|
$
|
14,365
|
|
|
|
For the year ended December 31,
|
|||||||
|
|
2012
|
|
2011
|
|
2010
|
|||
Discount rate for projected benefit obligation
|
|
4.00
|
%
|
|
4.50
|
%
|
|
5.30
|
%
|
Discount rate for pension costs
|
|
4.50
|
%
|
|
5.30
|
%
|
|
5.95
|
%
|
Expected long-term average return on plan assets
|
|
7.50
|
%
|
|
7.50
|
%
|
|
7.50
|
%
|
(Amounts in thousands)
|
|
For the year ended December 31,
|
||||||||||
|
|
2012
|
|
2011
|
|
2010
|
||||||
Service cost
|
|
$
|
101
|
|
|
$
|
98
|
|
|
$
|
92
|
|
Interest cost
|
|
1,850
|
|
|
1,931
|
|
|
2,014
|
|
|||
Expected return on plan assets
|
|
(2,008
|
)
|
|
(2,028
|
)
|
|
(1,818
|
)
|
|||
Amortization of loss
|
|
807
|
|
|
269
|
|
|
203
|
|
|||
Net periodic benefit expense
|
|
$
|
750
|
|
|
$
|
270
|
|
|
$
|
491
|
|
|
|
Target
Allocation |
|
Actual allocation as of
December 31, 2012 |
|
Weighted Average
Expected Long-Term Rate of Return (1) |
|||
Asset Category
|
|
|
|
|
|
|
|||
U.S. Large Cap Funds
|
|
25.0
|
%
|
|
21.9
|
%
|
|
2.0
|
%
|
U.S. Mid Cap Funds
|
|
5.0
|
%
|
|
8.0
|
%
|
|
0.5
|
%
|
U.S. Small Cap Funds
|
|
3.0
|
%
|
|
3.2
|
%
|
|
0.3
|
%
|
International Equity
|
|
15.0
|
%
|
|
14.6
|
%
|
|
1.6
|
%
|
Fixed income
|
|
45.0
|
%
|
|
45.2
|
%
|
|
2.3
|
%
|
Other investments
|
|
7.0
|
%
|
|
7.1
|
%
|
|
0.6
|
%
|
|
|
100.0
|
%
|
|
100.0
|
%
|
|
7.3
|
%
|
(1) The weighted average expected long-term rate of return by asset category is based on the Company’s target allocation.
|
(Amounts in thousands)
|
|
Fair value as of
|
|
Quoted Prices in Active
|
|
Significant Other
|
|
Significant
|
||||||||
|
|
December 31,
|
|
Markets for Identical
|
|
Observable Inputs
|
|
Unobservable Inputs
|
||||||||
|
|
2012
|
|
Assets (Level 1)
|
|
(Level 2)
|
|
(Level 3)
|
||||||||
Equity Securities (1)
|
|
|
|
|
|
|
|
|
||||||||
U.S. Large Cap Funds
|
|
$
|
6,530
|
|
|
$
|
6,530
|
|
|
$
|
—
|
|
|
$
|
—
|
|
U.S. Mid Cap Funds
|
|
2,380
|
|
|
1,173
|
|
|
1,207
|
|
|
—
|
|
||||
U.S. Small Cap Funds
|
|
938
|
|
|
468
|
|
|
470
|
|
|
—
|
|
||||
International Funds
|
|
4,364
|
|
|
4,364
|
|
|
—
|
|
|
—
|
|
||||
Fixed Income
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Domestic Bond Funds (2)
|
|
13,460
|
|
|
1,520
|
|
|
11,940
|
|
|
—
|
|
||||
Other Investments
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Commodity Funds (3)
|
|
1,419
|
|
|
1,419
|
|
|
—
|
|
|
—
|
|
||||
Cash & Equivalents
|
|
689
|
|
|
—
|
|
|
689
|
|
|
—
|
|
||||
|
|
$
|
29,780
|
|
|
$
|
15,474
|
|
|
$
|
14,306
|
|
|
$
|
—
|
|
(Amounts in thousands)
|
|
Fair value as of
|
|
Quoted Prices in Active
|
|
Significant Other
|
|
Significant
|
||||||||
|
|
December 31,
|
|
Markets for Identical
|
|
Observable Inputs
|
|
Unobservable Inputs
|
||||||||
|
|
2011
|
|
Assets (Level 1)
|
|
(Level 2)
|
|
(Level 3)
|
||||||||
Equity Securities (1)
|
|
|
|
|
|
|
|
|
||||||||
U.S. Large Cap Funds
|
|
$
|
5,793
|
|
|
$
|
5,793
|
|
|
$
|
—
|
|
|
$
|
—
|
|
U.S. Mid Cap Funds
|
|
2,087
|
|
|
1,032
|
|
|
1,055
|
|
|
—
|
|
||||
U.S. Small Cap Funds
|
|
812
|
|
|
393
|
|
|
419
|
|
|
—
|
|
||||
International Funds
|
|
3,996
|
|
|
3,996
|
|
|
—
|
|
|
—
|
|
||||
Fixed Income
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Domestic Bond Funds (2)
|
|
11,863
|
|
|
1,317
|
|
|
10,546
|
|
|
—
|
|
||||
Other Investments
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Commodity Funds (3)
|
|
1,302
|
|
|
1,302
|
|
|
—
|
|
|
—
|
|
||||
Cash & Equivalents
|
|
524
|
|
|
—
|
|
|
524
|
|
|
—
|
|
||||
|
|
$
|
26,377
|
|
|
$
|
13,833
|
|
|
$
|
12,544
|
|
|
$
|
—
|
|
Fiscal Year
|
|
Expected Benefit Payments
|
||
(Amounts in thousands)
|
|
|
||
|
|
|
||
2013
|
|
$
|
1,956
|
|
2014
|
|
2,029
|
|
|
2015
|
|
2,111
|
|
|
2016
|
|
2,211
|
|
|
2017
|
|
2,315
|
|
|
2018-2022
|
|
13,117
|
|
|
|
Lease
|
|
Sublease
|
||||
(Amounts in thousands)
|
|
Commitments
|
|
Income
|
||||
2013
|
|
$
|
18,861
|
|
|
$
|
445
|
|
2014
|
|
17,290
|
|
|
454
|
|
||
2015
|
|
14,935
|
|
|
463
|
|
||
2016
|
|
12,033
|
|
|
472
|
|
||
2017
|
|
10,735
|
|
|
481
|
|
||
Thereafter
|
|
38,844
|
|
|
3,650
|
|
(Amounts in thousands)
|
|
December 31, 2012
|
|
December 31, 2011
|
||||
Product claim liabilities
|
|
$
|
218
|
|
|
$
|
193
|
|
Multiemployer pension plan withdrawal liability
|
|
2,615
|
|
|
2,854
|
|
||
Other
|
|
578
|
|
|
572
|
|
||
|
|
$
|
3,411
|
|
|
$
|
3,619
|
|
|
|
For the year ended December 31,
|
||||||||||
(Amounts in thousands)
|
|
2012
|
|
2011
|
|
2010
|
||||||
Balance, beginning of period
|
|
$
|
38,612
|
|
|
$
|
41,780
|
|
|
$
|
43,398
|
|
Warranty expense during period
|
|
11,034
|
|
|
7,359
|
|
|
11,364
|
|
|||
Settlements made during period
|
|
(11,776
|
)
|
|
(10,527
|
)
|
|
(12,982
|
)
|
|||
Balance, end of period
|
|
$
|
37,870
|
|
|
$
|
38,612
|
|
|
$
|
41,780
|
|
(Amounts in thousands)
|
|
December 31, 2012
|
|
December 31, 2011
|
||||
Insurance
|
|
$
|
3,499
|
|
|
$
|
3,229
|
|
Employee compensation and benefits
|
|
5,745
|
|
|
6,270
|
|
||
Sales and marketing
|
|
23,939
|
|
|
23,282
|
|
||
Product warranty
|
|
8,336
|
|
|
7,677
|
|
||
Accrued freight
|
|
890
|
|
|
498
|
|
||
Accrued interest
|
|
30,465
|
|
|
34,183
|
|
||
Accrued environmental liability
|
|
473
|
|
|
708
|
|
||
Accrued pension
|
|
1,141
|
|
|
2,577
|
|
||
Accrued sales returns and discounts
|
|
2,201
|
|
|
1,782
|
|
||
Accrued taxes
|
|
3,035
|
|
|
2,093
|
|
||
Other
|
|
14,194
|
|
|
8,582
|
|
||
|
|
$
|
93,918
|
|
|
$
|
90,881
|
|
(Amounts in thousands)
|
|
December 31, 2012
|
|
December 31, 2011
|
||||
Insurance
|
|
$
|
1,593
|
|
|
$
|
1,642
|
|
Pension liabilities
|
|
14,139
|
|
|
13,446
|
|
||
Multi-employer pension withdrawal liability
|
|
2,615
|
|
|
2,854
|
|
||
Product warranty
|
|
29,534
|
|
|
30,935
|
|
||
Long-term product claim liability
|
|
218
|
|
|
193
|
|
||
Long-term environmental liability
|
|
1,824
|
|
|
1,750
|
|
||
Liabilities for tax uncertainties
|
|
3,454
|
|
|
3,546
|
|
||
Other
|
|
7,267
|
|
|
3,362
|
|
||
|
|
$
|
60,644
|
|
|
$
|
57,728
|
|
|
|
For the year ended December 31,
|
||||||||||
(Amounts in thousands)
|
|
2012
|
|
2011
|
|
2010
|
||||||
Siding, Fencing and Stone
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
112
|
|
Windows and Doors
|
|
—
|
|
|
—
|
|
|
102
|
|
|||
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
214
|
|
|
|
For the year ended December 31,
|
||||||||||
(Amounts in thousands)
|
|
2012
|
|
2011
|
|
2010
|
||||||
Domestic
|
|
$
|
(37,675
|
)
|
|
$
|
(86,538
|
)
|
|
$
|
23,927
|
|
Foreign
|
|
1,455
|
|
|
2,714
|
|
|
8,767
|
|
|||
|
|
$
|
(36,220
|
)
|
|
$
|
(83,824
|
)
|
|
$
|
32,694
|
|
|
|
For the year ended December 31,
|
||||||||||
(Amounts in thousands)
|
|
2012
|
|
2011
|
|
2010
|
||||||
Federal:
|
|
|
|
|
|
|
||||||
Current
|
|
$
|
—
|
|
|
$
|
(6,617
|
)
|
|
$
|
83
|
|
Deferred
|
|
835
|
|
|
6,640
|
|
|
1,331
|
|
|||
|
|
835
|
|
|
23
|
|
|
1,414
|
|
|||
State:
|
|
|
|
|
|
|
|
|
|
|||
Current
|
|
$
|
2,461
|
|
|
$
|
654
|
|
|
$
|
1,526
|
|
Deferred
|
|
(146
|
)
|
|
(847
|
)
|
|
(350
|
)
|
|||
|
|
2,315
|
|
|
(193
|
)
|
|
1,176
|
|
|||
Foreign:
|
|
|
|
|
|
|
|
|
|
|||
Current
|
|
$
|
(653
|
)
|
|
$
|
353
|
|
|
$
|
1,815
|
|
Deferred
|
|
338
|
|
|
500
|
|
|
622
|
|
|||
|
|
(315
|
)
|
|
853
|
|
|
2,437
|
|
|||
|
|
|
|
|
|
|
||||||
Total
|
|
$
|
2,835
|
|
|
$
|
683
|
|
|
$
|
5,027
|
|
|
|
For the year ended December 31,
|
||||||||||
(Amounts in thousands)
|
|
2012
|
|
2011
|
|
2010
|
||||||
Income tax provision (benefit)
|
|
|
|
|
|
|
||||||
at the federal statutory rate
|
|
$
|
(12,677
|
)
|
|
$
|
(29,338
|
)
|
|
$
|
11,443
|
|
|
|
|
|
|
|
|
||||||
Net change from statutory rate:
|
|
|
|
|
|
|
|
|
|
|||
Valuation allowance
|
|
16,073
|
|
|
38,939
|
|
|
(28,692
|
)
|
|||
Federal impact of cancellation of debt income
|
|
—
|
|
|
—
|
|
|
17,667
|
|
|||
State impact of cancellation of debt income
|
|
—
|
|
|
—
|
|
|
2,646
|
|
|||
Federal net operating loss adjustment
|
|
—
|
|
|
—
|
|
|
2,581
|
|
|||
State income tax benefit, net of federal income tax benefit
|
|
(919
|
)
|
|
(1,936
|
)
|
|
(766
|
)
|
|||
Taxes at non U.S. statutory rate
|
|
194
|
|
|
76
|
|
|
(153
|
)
|
|||
Additional provisions/reversals of uncertain
|
|
|
|
|
|
|
|
|
||||
tax positions
|
|
(92
|
)
|
|
(6,287
|
)
|
|
342
|
|
|||
Canadian rate differential
|
|
(171
|
)
|
|
(254
|
)
|
|
(592
|
)
|
|||
Other, net
|
|
427
|
|
|
(517
|
)
|
|
551
|
|
|||
|
|
$
|
2,835
|
|
|
$
|
683
|
|
|
$
|
5,027
|
|
(Amounts in thousands)
|
|
December 31, 2012
|
|
December 31, 2011
|
||||
Deferred tax assets:
|
|
|
|
|
||||
Accounts receivable
|
|
$
|
1,291
|
|
|
$
|
1,397
|
|
Insurance reserves
|
|
1,876
|
|
|
1,832
|
|
||
Warranty reserves
|
|
11,937
|
|
|
11,668
|
|
||
Pension accrual
|
|
6,628
|
|
|
6,413
|
|
||
Deferred compensation
|
|
2,028
|
|
|
683
|
|
||
Inventories
|
|
3,474
|
|
|
3,100
|
|
||
Federal, net operating loss carry-forwards
|
|
80,268
|
|
|
76,789
|
|
||
State net operating loss carry-forwards
|
|
11,875
|
|
|
11,380
|
|
||
Interest
|
|
4,573
|
|
|
4,636
|
|
||
Other assets, net
|
|
5,780
|
|
|
5,172
|
|
||
Valuation allowance
|
|
(66,279
|
)
|
|
(49,780
|
)
|
||
Total deferred tax assets
|
|
63,451
|
|
|
73,290
|
|
||
Deferred tax liabilities:
|
|
|
|
|
|
|
||
Pension accrual
|
|
(514
|
)
|
|
—
|
|
||
Property and equipment, net
|
|
(14,260
|
)
|
|
(17,517
|
)
|
||
Intangible assets, net
|
|
(32,276
|
)
|
|
(39,912
|
)
|
||
Deferred financing
|
|
(16,709
|
)
|
|
(14,995
|
)
|
||
Other liabilities, net
|
|
(1,588
|
)
|
|
(1,935
|
)
|
||
Total deferred tax liabilities
|
|
(65,347
|
)
|
|
(74,359
|
)
|
||
Net deferred tax liability
|
|
$
|
(1,896
|
)
|
|
$
|
(1,069
|
)
|
Balance at January 1, 2011
|
$
|
18,704
|
|
Additions based on tax positions related to current year
|
274
|
|
|
Additions for tax positions of prior years
|
—
|
|
|
Reductions for tax positions of prior years
|
—
|
|
|
Settlement or lapse of applicable statutes
|
(6,268
|
)
|
|
Unrecognized tax benefits balance at December 31, 2011
|
12,710
|
|
|
Additions based on tax positions related to current year
|
604
|
|
|
Additions for tax positions of prior years
|
1,033
|
|
|
Reductions for tax positions of prior years
|
(545
|
)
|
|
Settlement or lapse of applicable statutes
|
(891
|
)
|
|
Unrecognized tax benefits balance at December 31, 2012
|
$
|
12,911
|
|
|
|
December 31, 2012
|
|
December 31, 2011
|
|
December 31, 2010
|
||||||
Weighted average fair value of options granted
|
|
$
|
40.11
|
|
|
$
|
35.07
|
|
|
$
|
24.69
|
|
Weighted average assumptions used:
|
|
|
|
|
|
|
|
|
|
|||
Expected volatility
|
|
46
|
%
|
|
46
|
%
|
|
30
|
%
|
|||
Expected term (in years)
|
|
5
|
|
|
3.65
|
|
|
5
|
|
|||
Risk-free interest rate
|
|
0.64
|
%
|
|
0.91
|
%
|
|
2.42
|
%
|
|||
Expected dividend yield
|
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
|
|
Stock Options
|
|
Weighted-
Average Exercise Price |
|
Weighted-
Average Remaining Contractual Term (Years) |
||||
Balance at January 1, 2012
|
|
502,844
|
|
|
$
|
68.57
|
|
|
6.75
|
|
Granted
|
|
26,000
|
|
|
$
|
100.00
|
|
|
—
|
|
Forfeited or expired
|
|
(4,500
|
)
|
|
|
|
|
—
|
|
|
Balance at December 31, 2012
|
|
524,344
|
|
|
$
|
70.16
|
|
|
5.95
|
|
|
Common Stock
|
|
|
Shares Owned by
|
|
|
Management
|
|
|
|
|
Balance at January 1, 2012
|
452,872
|
|
Shares issued
|
1,800
|
|
Shares repurchased
|
—
|
|
Balance at December 31, 2012
|
454,672
|
|
|
|
For the year ended December 31,
|
||||||||||
(Amounts in thousands)
|
|
2012
|
|
2011
|
|
2010
|
||||||
Net sales
|
|
|
|
|
|
|
||||||
Siding, Fencing, and Stone
|
|
$
|
658,045
|
|
|
$
|
639,290
|
|
|
$
|
604,406
|
|
Windows and Doors
|
|
463,256
|
|
|
395,567
|
|
|
391,500
|
|
|||
|
|
$
|
1,121,301
|
|
|
$
|
1,034,857
|
|
|
$
|
995,906
|
|
Operating earnings (loss)
|
|
|
|
|
|
|
|
|
|
|||
Siding, Fencing, and Stone
|
|
$
|
110,456
|
|
|
$
|
90,849
|
|
|
$
|
92,612
|
|
Windows and Doors
|
|
(20,565
|
)
|
|
(31,134
|
)
|
|
(19,410
|
)
|
|||
Unallocated
|
|
(19,871
|
)
|
|
(14,784
|
)
|
|
(16,372
|
)
|
|||
|
|
$
|
70,020
|
|
|
$
|
44,931
|
|
|
$
|
56,830
|
|
Interest expense, net
|
|
|
|
|
|
|
|
|
|
|||
Siding, Fencing, and Stone
|
|
$
|
(47
|
)
|
|
$
|
(83
|
)
|
|
$
|
(121
|
)
|
Windows and Doors
|
|
(18
|
)
|
|
(13
|
)
|
|
90
|
|
|||
Unallocated
|
|
103,107
|
|
|
101,480
|
|
|
122,864
|
|
|||
|
|
$
|
103,042
|
|
|
$
|
101,384
|
|
|
$
|
122,833
|
|
Depreciation and amortization
|
|
|
|
|
|
|
|
|
|
|||
Siding, Fencing, and Stone
|
|
$
|
22,616
|
|
|
$
|
23,634
|
|
|
$
|
27,614
|
|
Windows and Doors
|
|
29,490
|
|
|
30,217
|
|
|
32,936
|
|
|||
Unallocated
|
|
171
|
|
|
169
|
|
|
168
|
|
|||
|
|
$
|
52,277
|
|
|
$
|
54,020
|
|
|
$
|
60,718
|
|
Income tax expense
|
|
|
|
|
|
|
|
|
|
|||
Unallocated
|
|
$
|
2,835
|
|
|
$
|
683
|
|
|
$
|
5,027
|
|
|
|
|
|
|
|
|
||||||
Capital expenditures
|
|
|
|
|
|
|
|
|
|
|||
Siding, Fencing, and Stone
|
|
$
|
11,219
|
|
|
$
|
6,776
|
|
|
$
|
5,928
|
|
Windows and Doors
|
|
12,617
|
|
|
4,651
|
|
|
5,177
|
|
|||
Unallocated
|
|
810
|
|
|
63
|
|
|
—
|
|
|||
|
|
$
|
24,646
|
|
|
$
|
11,490
|
|
|
$
|
11,105
|
|
|
|
|
|
|
|
|
||||||
|
|
As of December 31,
|
|
|
|
|||||||
|
|
2012
|
|
2011
|
|
|
|
|||||
Total assets
|
|
|
|
|
|
|
|
|
|
|||
Siding, Fencing, and Stone
|
|
$
|
558,501
|
|
|
$
|
579,195
|
|
|
|
|
|
Windows and Doors
|
|
271,650
|
|
|
273,909
|
|
|
|
|
|||
Unallocated
|
|
51,699
|
|
|
39,808
|
|
|
|
|
|||
|
|
$
|
881,850
|
|
|
$
|
892,912
|
|
|
|
|
|
|
Quarter
Ended December 31, |
|
Quarter
Ended September 29, |
|
Quarter
Ended June 30, |
|
Quarter
Ended March 31, |
|
|
|||||||||
(Amounts in thousands)
|
|
2012
|
|
2012
|
|
2012
|
|
2012
|
|
|
|||||||||
Net sales
|
|
$
|
268,643
|
|
|
$
|
306,193
|
|
|
$
|
307,289
|
|
|
$
|
239,176
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Gross profit
|
|
57,218
|
|
|
70,693
|
|
|
73,373
|
|
|
42,915
|
|
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Net income (loss)
|
|
(15,007
|
)
|
|
(3,673
|
)
|
(1
|
)
|
5,267
|
|
|
(25,642
|
)
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|||||||||
|
|
Quarter
Ended December 31, |
|
Quarter
Ended October 1, |
|
Quarter
Ended July 2, |
|
Quarter
Ended April 2, |
|
|
|||||||||
(Amounts in thousands)
|
|
2011
|
|
2011
|
|
2011
|
|
2011
|
|
|
|||||||||
Net sales
|
|
$
|
242,370
|
|
|
$
|
297,889
|
|
|
$
|
294,491
|
|
|
$
|
200,107
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Gross profit
|
|
49,899
|
|
|
65,822
|
|
|
67,029
|
|
|
27,782
|
|
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Net income (loss)
|
|
(15,220
|
)
|
|
(458
|
)
|
|
2,063
|
|
|
(70,892
|
)
|
|
(2)
|
(1)
|
The net loss for the quarter ended September 29, 2012 includes an approximate
$3.6 million
loss on modification or extinguishment of debt. See Note 4 for description of loss on debt modification and extinguishment.
|
(2)
|
The net loss for the quarter ended April 2, 2011 includes an approximate
$27.9 million
loss on modification or extinguishment of debt. See Note 4 for description of loss on debt modification and extinguishment.
|
PLY GEM HOLDINGS, INC. AND SUBSIDIARIES
|
||||||||||||||||||||||||
CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS
|
||||||||||||||||||||||||
For the year ended December 31, 2012
|
||||||||||||||||||||||||
|
|
Guarantor
|
|
Issuer
|
|
|
|
Non-
|
|
|
|
|
||||||||||||
|
|
Ply Gem
|
|
Ply Gem
|
|
Guarantor
|
|
Guarantor
|
|
Consolidating
|
|
|
||||||||||||
(Amounts in thousands)
|
|
Holdings, Inc.
|
|
Industries, Inc.
|
|
Subsidiaries
|
|
Subsidiary
|
|
Adjustments
|
|
Consolidated
|
||||||||||||
Net sales
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,051,312
|
|
|
$
|
69,989
|
|
|
$
|
—
|
|
|
$
|
1,121,301
|
|
Cost of products sold
|
|
—
|
|
|
—
|
|
|
826,496
|
|
|
50,606
|
|
|
—
|
|
|
877,102
|
|
||||||
Gross profit
|
|
—
|
|
|
—
|
|
|
224,816
|
|
|
19,383
|
|
|
—
|
|
|
244,199
|
|
||||||
Operating expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Selling, general and
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
administrative expenses
|
|
—
|
|
|
19,871
|
|
|
112,073
|
|
|
15,298
|
|
|
—
|
|
|
147,242
|
|
||||||
Intercompany administrative
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
charges
|
|
—
|
|
|
—
|
|
|
15,202
|
|
|
3,057
|
|
|
(18,259
|
)
|
|
—
|
|
||||||
Amortization of intangible assets
|
|
—
|
|
|
—
|
|
|
26,937
|
|
|
—
|
|
|
—
|
|
|
26,937
|
|
||||||
Total operating expenses
|
|
—
|
|
|
19,871
|
|
|
154,212
|
|
|
18,355
|
|
|
(18,259
|
)
|
|
174,179
|
|
||||||
Operating earnings (loss)
|
|
—
|
|
|
(19,871
|
)
|
|
70,604
|
|
|
1,028
|
|
|
18,259
|
|
|
70,020
|
|
||||||
Foreign currency gain
|
|
—
|
|
|
—
|
|
|
—
|
|
|
409
|
|
|
—
|
|
|
409
|
|
||||||
Intercompany interest
|
|
—
|
|
|
102,729
|
|
|
(102,729
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Interest expense
|
|
—
|
|
|
(103,112
|
)
|
|
(18
|
)
|
|
(3
|
)
|
|
—
|
|
|
(103,133
|
)
|
||||||
Interest income
|
|
—
|
|
|
5
|
|
|
65
|
|
|
21
|
|
|
—
|
|
|
91
|
|
||||||
Loss on modification or
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
extinguishment of debt
|
|
—
|
|
|
(3,607
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3,607
|
)
|
||||||
Intercompany administrative income
|
|
—
|
|
|
18,259
|
|
|
—
|
|
|
—
|
|
|
(18,259
|
)
|
|
—
|
|
||||||
Income (loss) before equity in
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
subsidiaries' income (loss)
|
|
—
|
|
|
(5,597
|
)
|
|
(32,078
|
)
|
|
1,455
|
|
|
—
|
|
|
(36,220
|
)
|
||||||
Equity in subsidiaries' income (loss)
|
|
(39,055
|
)
|
|
(33,458
|
)
|
|
—
|
|
|
—
|
|
|
72,513
|
|
|
—
|
|
||||||
Income (loss) before provision
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
(benefit) for income taxes
|
|
(39,055
|
)
|
|
(39,055
|
)
|
|
(32,078
|
)
|
|
1,455
|
|
|
72,513
|
|
|
(36,220
|
)
|
||||||
Provision (benefit) for income taxes
|
|
—
|
|
|
—
|
|
|
3,150
|
|
|
(315
|
)
|
|
—
|
|
|
2,835
|
|
||||||
Net income (loss)
|
|
$
|
(39,055
|
)
|
|
$
|
(39,055
|
)
|
|
$
|
(35,228
|
)
|
|
$
|
1,770
|
|
|
$
|
72,513
|
|
|
$
|
(39,055
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Other comprehensive income (loss):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Foreign currency translation adjustments
|
|
—
|
|
|
—
|
|
|
—
|
|
|
835
|
|
|
—
|
|
|
835
|
|
||||||
Minimum pension liability for
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
actuarial loss
|
|
—
|
|
|
(673
|
)
|
|
(430
|
)
|
|
—
|
|
|
—
|
|
|
(1,103
|
)
|
||||||
Total comprehensive income (loss)
|
|
$
|
(39,055
|
)
|
|
$
|
(39,728
|
)
|
|
$
|
(35,658
|
)
|
|
$
|
2,605
|
|
|
$
|
72,513
|
|
|
$
|
(39,323
|
)
|
PLY GEM HOLDINGS, INC. AND SUBSIDIARIES
|
||||||||||||||||||||||||
CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS
|
||||||||||||||||||||||||
For the year ended December 31, 2011
|
||||||||||||||||||||||||
|
|
Guarantor
|
|
Issuer
|
|
|
|
Non-
|
|
|
|
|
||||||||||||
|
|
Ply Gem
|
|
Ply Gem
|
|
Guarantor
|
|
Guarantor
|
|
Consolidating
|
|
|
||||||||||||
(Amounts in thousands)
|
|
Holdings, Inc.
|
|
Industries, Inc.
|
|
Subsidiaries
|
|
Subsidiary
|
|
Adjustments
|
|
Consolidated
|
||||||||||||
Net sales
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
967,694
|
|
|
$
|
67,163
|
|
|
$
|
—
|
|
|
$
|
1,034,857
|
|
Cost of products sold
|
|
—
|
|
|
—
|
|
|
777,256
|
|
|
47,069
|
|
|
—
|
|
|
824,325
|
|
||||||
Gross profit
|
|
—
|
|
|
—
|
|
|
190,438
|
|
|
20,094
|
|
|
—
|
|
|
210,532
|
|
||||||
Operating expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Selling, general and
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
administrative expenses
|
|
—
|
|
|
14,748
|
|
|
109,061
|
|
|
15,103
|
|
|
—
|
|
|
138,912
|
|
||||||
Intercompany administrative
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
charges
|
|
—
|
|
|
—
|
|
|
13,287
|
|
|
2,783
|
|
|
(16,070
|
)
|
|
—
|
|
||||||
Amortization of intangible assets
|
|
—
|
|
|
36
|
|
|
26,653
|
|
|
—
|
|
|
—
|
|
|
26,689
|
|
||||||
Total operating expenses
|
|
—
|
|
|
14,784
|
|
|
149,001
|
|
|
17,886
|
|
|
(16,070
|
)
|
|
165,601
|
|
||||||
Operating earnings (loss)
|
|
—
|
|
|
(14,784
|
)
|
|
41,437
|
|
|
2,208
|
|
|
16,070
|
|
|
44,931
|
|
||||||
Foreign currency gain
|
|
—
|
|
|
—
|
|
|
—
|
|
|
492
|
|
|
—
|
|
|
492
|
|
||||||
Intercompany interest
|
|
—
|
|
|
102,729
|
|
|
(102,729
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Interest expense
|
|
—
|
|
|
(101,486
|
)
|
|
(1
|
)
|
|
(1
|
)
|
|
—
|
|
|
(101,488
|
)
|
||||||
Interest income
|
|
—
|
|
|
6
|
|
|
83
|
|
|
15
|
|
|
—
|
|
|
104
|
|
||||||
Loss on modification or
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
extinguishment of debt
|
|
—
|
|
|
(27,863
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(27,863
|
)
|
||||||
Intercompany administrative income
|
|
—
|
|
|
16,070
|
|
|
—
|
|
|
—
|
|
|
(16,070
|
)
|
|
—
|
|
||||||
Income (loss) before equity in
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
subsidiaries' income (loss)
|
|
—
|
|
|
(25,328
|
)
|
|
(61,210
|
)
|
|
2,714
|
|
|
—
|
|
|
(83,824
|
)
|
||||||
Equity in subsidiaries' income (loss)
|
|
(84,507
|
)
|
|
(59,179
|
)
|
|
—
|
|
|
—
|
|
|
143,686
|
|
|
—
|
|
||||||
Income (loss) before provision
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
(benefit) for income taxes
|
|
(84,507
|
)
|
|
(84,507
|
)
|
|
(61,210
|
)
|
|
2,714
|
|
|
143,686
|
|
|
(83,824
|
)
|
||||||
Provision (benefit) for income taxes
|
|
—
|
|
|
—
|
|
|
(170
|
)
|
|
853
|
|
|
—
|
|
|
683
|
|
||||||
Net income (loss)
|
|
$
|
(84,507
|
)
|
|
$
|
(84,507
|
)
|
|
$
|
(61,040
|
)
|
|
$
|
1,861
|
|
|
$
|
143,686
|
|
|
$
|
(84,507
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Other comprehensive income (loss):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Foreign currency translation adjustments
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(691
|
)
|
|
—
|
|
|
(691
|
)
|
||||||
Minimum pension liability for
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
actuarial loss
|
|
—
|
|
|
(3,091
|
)
|
|
(3,509
|
)
|
|
—
|
|
|
—
|
|
|
(6,600
|
)
|
||||||
Total comprehensive income (loss)
|
|
$
|
(84,507
|
)
|
|
$
|
(87,598
|
)
|
|
$
|
(64,549
|
)
|
|
$
|
1,170
|
|
|
$
|
143,686
|
|
|
$
|
(91,798
|
)
|
PLY GEM HOLDINGS, INC. AND SUBSIDIARIES
|
||||||||||||||||||||||||
CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS
|
||||||||||||||||||||||||
For the year ended December 31, 2010
|
||||||||||||||||||||||||
|
|
Guarantor
|
|
Issuer
|
|
|
|
Non-
|
|
|
|
|
||||||||||||
|
|
Ply Gem
|
|
Ply Gem
|
|
Guarantor
|
|
Guarantor
|
|
Consolidating
|
|
|
||||||||||||
(Amounts in thousands)
|
|
Holdings, Inc.
|
|
Industries, Inc.
|
|
Subsidiaries
|
|
Subsidiary
|
|
Adjustments
|
|
Consolidated
|
||||||||||||
Net sales
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
922,240
|
|
|
$
|
73,666
|
|
|
$
|
—
|
|
|
$
|
995,906
|
|
Cost of products sold
|
|
—
|
|
|
—
|
|
|
730,896
|
|
|
49,050
|
|
|
—
|
|
|
779,946
|
|
||||||
Gross profit
|
|
—
|
|
|
—
|
|
|
191,344
|
|
|
24,616
|
|
|
—
|
|
|
215,960
|
|
||||||
Operating expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Selling, general and
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
administrative expenses
|
|
—
|
|
|
14,765
|
|
|
101,767
|
|
|
13,928
|
|
|
—
|
|
|
130,460
|
|
||||||
Intercompany administrative
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
charges
|
|
—
|
|
|
—
|
|
|
12,143
|
|
|
1,639
|
|
|
(13,782
|
)
|
|
—
|
|
||||||
Amortization of intangible assets
|
|
—
|
|
|
36
|
|
|
27,063
|
|
|
—
|
|
|
—
|
|
|
27,099
|
|
||||||
Write-off of previously capitalized
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
offering costs
|
|
—
|
|
|
1,571
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,571
|
|
||||||
Total operating expenses
|
|
—
|
|
|
16,372
|
|
|
140,973
|
|
|
15,567
|
|
|
(13,782
|
)
|
|
159,130
|
|
||||||
Operating earnings (loss)
|
|
—
|
|
|
(16,372
|
)
|
|
50,371
|
|
|
9,049
|
|
|
13,782
|
|
|
56,830
|
|
||||||
Foreign currency gain
|
|
—
|
|
|
—
|
|
|
—
|
|
|
510
|
|
|
—
|
|
|
510
|
|
||||||
Intercompany interest
|
|
—
|
|
|
106,899
|
|
|
(106,086
|
)
|
|
(813
|
)
|
|
—
|
|
|
—
|
|
||||||
Interest expense
|
|
—
|
|
|
(122,881
|
)
|
|
(111
|
)
|
|
—
|
|
|
—
|
|
|
(122,992
|
)
|
||||||
Interest income
|
|
—
|
|
|
17
|
|
|
121
|
|
|
21
|
|
|
—
|
|
|
159
|
|
||||||
Gain on extinguishment of debt
|
|
—
|
|
|
98,187
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
98,187
|
|
||||||
Intercompany administrative income
|
|
—
|
|
|
13,782
|
|
|
—
|
|
|
—
|
|
|
(13,782
|
)
|
|
—
|
|
||||||
Income (loss) before equity in
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
subsidiaries' income (loss)
|
|
—
|
|
|
79,632
|
|
|
(55,705
|
)
|
|
8,767
|
|
|
—
|
|
|
32,694
|
|
||||||
Equity in subsidiaries' income (loss)
|
|
27,667
|
|
|
(52,648
|
)
|
|
—
|
|
|
—
|
|
|
24,981
|
|
|
—
|
|
||||||
Income (loss) before provision
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
(benefit) for income taxes
|
|
27,667
|
|
|
26,984
|
|
|
(55,705
|
)
|
|
8,767
|
|
|
24,981
|
|
|
32,694
|
|
||||||
Provision (benefit) for income taxes
|
|
—
|
|
|
(683
|
)
|
|
3,273
|
|
|
2,437
|
|
|
—
|
|
|
5,027
|
|
||||||
Net income (loss)
|
|
$
|
27,667
|
|
|
$
|
27,667
|
|
|
$
|
(58,978
|
)
|
|
$
|
6,330
|
|
|
$
|
24,981
|
|
|
$
|
27,667
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Other comprehensive income (loss):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Foreign currency translation adjustments
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,639
|
|
|
—
|
|
|
1,639
|
|
||||||
Mininum pension liability for
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
actuarial gain
|
|
—
|
|
|
(292
|
)
|
|
(448
|
)
|
|
—
|
|
|
—
|
|
|
(740
|
)
|
||||||
Total comprehensive income (loss)
|
|
$
|
27,667
|
|
|
$
|
27,375
|
|
|
$
|
(59,426
|
)
|
|
$
|
7,969
|
|
|
$
|
24,981
|
|
|
$
|
28,566
|
|
PLY GEM HOLDINGS, INC. AND SUBSIDIARIES
|
||||||||||||||||||||||||
CONDENSED CONSOLIDATING BALANCE SHEET
|
||||||||||||||||||||||||
As of December 31, 2012
|
||||||||||||||||||||||||
(Amounts in thousands)
|
|
Guarantor
|
|
Issuer
|
|
|
|
Non-
|
|
|
|
|
||||||||||||
|
|
Ply Gem
|
|
Ply Gem
|
|
Guarantor
|
|
Guarantor
|
|
Consolidating
|
|
|
||||||||||||
ASSETS
|
|
Holdings, Inc.
|
|
Industries, Inc.
|
|
Subsidiaries
|
|
Subsidiary
|
|
Adjustments
|
|
Consolidated
|
||||||||||||
Current Assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Cash and cash equivalents
|
|
$
|
—
|
|
|
$
|
23,332
|
|
|
$
|
(4,307
|
)
|
|
$
|
8,169
|
|
|
$
|
—
|
|
|
$
|
27,194
|
|
Accounts receivable, net
|
|
—
|
|
|
—
|
|
|
107,961
|
|
|
7,091
|
|
|
—
|
|
|
115,052
|
|
||||||
Inventories:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Raw materials
|
|
—
|
|
|
—
|
|
|
35,074
|
|
|
4,878
|
|
|
—
|
|
|
39,952
|
|
||||||
Work in process
|
|
—
|
|
|
—
|
|
|
20,220
|
|
|
711
|
|
|
—
|
|
|
20,931
|
|
||||||
Finished goods
|
|
—
|
|
|
—
|
|
|
35,927
|
|
|
3,482
|
|
|
—
|
|
|
39,409
|
|
||||||
Total inventory
|
|
—
|
|
|
—
|
|
|
91,221
|
|
|
9,071
|
|
|
—
|
|
|
100,292
|
|
||||||
Prepaid expenses and other
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
current assets
|
|
—
|
|
|
12
|
|
|
13,844
|
|
|
1,528
|
|
|
—
|
|
|
15,384
|
|
||||||
Deferred income taxes
|
|
—
|
|
|
—
|
|
|
5,161
|
|
|
11
|
|
|
—
|
|
|
5,172
|
|
||||||
Total current assets
|
|
—
|
|
|
23,344
|
|
|
213,880
|
|
|
25,870
|
|
|
—
|
|
|
263,094
|
|
||||||
Investments in subsidiaries
|
|
(314,942
|
)
|
|
(212,065
|
)
|
|
—
|
|
|
—
|
|
|
527,007
|
|
|
—
|
|
||||||
Property and Equipment, at cost:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Land
|
|
—
|
|
|
—
|
|
|
3,565
|
|
|
172
|
|
|
—
|
|
|
3,737
|
|
||||||
Buildings and improvements
|
|
—
|
|
|
—
|
|
|
36,320
|
|
|
1,621
|
|
|
—
|
|
|
37,941
|
|
||||||
Machinery and equipment
|
|
—
|
|
|
2,145
|
|
|
281,885
|
|
|
9,245
|
|
|
—
|
|
|
293,275
|
|
||||||
|
|
—
|
|
|
2,145
|
|
|
321,770
|
|
|
11,038
|
|
|
—
|
|
|
334,953
|
|
||||||
Less accumulated depreciation
|
|
—
|
|
|
(932
|
)
|
|
(228,596
|
)
|
|
(6,320
|
)
|
|
—
|
|
|
(235,848
|
)
|
||||||
Total property and equipment, net
|
|
—
|
|
|
1,213
|
|
|
93,174
|
|
|
4,718
|
|
|
—
|
|
|
99,105
|
|
||||||
Other Assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Intangible assets, net
|
|
—
|
|
|
—
|
|
|
94,356
|
|
|
—
|
|
|
—
|
|
|
94,356
|
|
||||||
Goodwill
|
|
—
|
|
|
—
|
|
|
383,042
|
|
|
9,413
|
|
|
—
|
|
|
392,455
|
|
||||||
Deferred income taxes
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,981
|
|
|
—
|
|
|
2,981
|
|
||||||
Intercompany note receivable
|
|
—
|
|
|
856,739
|
|
|
—
|
|
|
—
|
|
|
(856,739
|
)
|
|
—
|
|
||||||
Other
|
|
—
|
|
|
27,142
|
|
|
2,717
|
|
|
—
|
|
|
—
|
|
|
29,859
|
|
||||||
Total other assets
|
|
—
|
|
|
883,881
|
|
|
480,115
|
|
|
12,394
|
|
|
(856,739
|
)
|
|
519,651
|
|
||||||
|
|
$
|
(314,942
|
)
|
|
$
|
696,373
|
|
|
$
|
787,169
|
|
|
$
|
42,982
|
|
|
$
|
(329,732
|
)
|
|
$
|
881,850
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
LIABILITIES AND STOCKHOLDER'S EQUITY (DEFICIT)
|
||||||||||||||||||||||||
Current Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Accounts payable
|
|
$
|
—
|
|
|
$
|
254
|
|
|
$
|
63,110
|
|
|
$
|
4,433
|
|
|
$
|
—
|
|
|
$
|
67,797
|
|
Accrued expenses
|
|
—
|
|
|
32,744
|
|
|
58,547
|
|
|
2,627
|
|
|
—
|
|
|
93,918
|
|
||||||
Total current liabilities
|
|
—
|
|
|
32,998
|
|
|
121,657
|
|
|
7,060
|
|
|
—
|
|
|
161,715
|
|
||||||
Deferred income taxes
|
|
—
|
|
|
—
|
|
|
10,049
|
|
|
—
|
|
|
—
|
|
|
10,049
|
|
||||||
Intercompany note payable
|
|
—
|
|
|
—
|
|
|
856,739
|
|
|
—
|
|
|
(856,739
|
)
|
|
—
|
|
||||||
Other long-term liabilities
|
|
—
|
|
|
13,933
|
|
|
45,811
|
|
|
900
|
|
|
—
|
|
|
60,644
|
|
||||||
Long-term debt
|
|
—
|
|
|
964,384
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
964,384
|
|
||||||
Commitments and contingencies
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Stockholder's Equity (Deficit):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Preferred stock
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Common stock
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Additional paid-in-capital
|
|
311,034
|
|
|
311,034
|
|
|
407,525
|
|
|
5,737
|
|
|
(724,296
|
)
|
|
311,034
|
|
||||||
(Accumulated deficit) retained earnings
|
|
(619,640
|
)
|
|
(619,640
|
)
|
|
(654,612
|
)
|
|
23,400
|
|
|
1,250,852
|
|
|
(619,640
|
)
|
||||||
Accumulated other
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
comprehensive income (loss)
|
|
(6,336
|
)
|
|
(6,336
|
)
|
|
—
|
|
|
5,885
|
|
|
451
|
|
|
(6,336
|
)
|
||||||
Total stockholder's (deficit) equity
|
|
(314,942
|
)
|
|
(314,942
|
)
|
|
(247,087
|
)
|
|
35,022
|
|
|
527,007
|
|
|
(314,942
|
)
|
||||||
|
|
$
|
(314,942
|
)
|
|
$
|
696,373
|
|
|
$
|
787,169
|
|
|
$
|
42,982
|
|
|
$
|
(329,732
|
)
|
|
$
|
881,850
|
|
PLY GEM HOLDINGS, INC. AND SUBSIDIARIES
|
||||||||||||||||||||||||
CONDENSED CONSOLIDATING BALANCE SHEET
|
||||||||||||||||||||||||
As of December 31, 2011
|
||||||||||||||||||||||||
|
|
Guarantor
|
|
Issuer
|
|
|
|
Non-
|
|
|
|
|
||||||||||||
|
|
Ply Gem
|
|
Ply Gem
|
|
Guarantor
|
|
Guarantor
|
|
Consolidating
|
|
|
||||||||||||
(Amounts in thousands)
|
|
Holdings, Inc.
|
|
Industries, Inc.
|
|
Subsidiaries
|
|
Subsidiary
|
|
Adjustments
|
|
Consolidated
|
||||||||||||
ASSETS
|
|
|
||||||||||||||||||||||
Current Assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Cash and cash equivalents
|
|
$
|
—
|
|
|
$
|
8,578
|
|
|
$
|
(3,408
|
)
|
|
$
|
6,530
|
|
|
$
|
—
|
|
|
$
|
11,700
|
|
Accounts receivable, net
|
|
—
|
|
|
—
|
|
|
102,052
|
|
|
7,463
|
|
|
—
|
|
|
109,515
|
|
||||||
Inventories:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Raw materials
|
|
—
|
|
|
—
|
|
|
37,024
|
|
|
4,885
|
|
|
—
|
|
|
41,909
|
|
||||||
Work in process
|
|
—
|
|
|
—
|
|
|
23,619
|
|
|
667
|
|
|
—
|
|
|
24,286
|
|
||||||
Finished goods
|
|
—
|
|
|
—
|
|
|
36,282
|
|
|
2,328
|
|
|
—
|
|
|
38,610
|
|
||||||
Total inventory
|
|
—
|
|
|
—
|
|
|
96,925
|
|
|
7,880
|
|
|
—
|
|
|
104,805
|
|
||||||
Prepaid expenses and other
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
current assets
|
|
—
|
|
|
422
|
|
|
9,893
|
|
|
2,957
|
|
|
—
|
|
|
13,272
|
|
||||||
Deferred income taxes
|
|
—
|
|
|
—
|
|
|
5,666
|
|
|
9
|
|
|
—
|
|
|
5,675
|
|
||||||
Total current assets
|
|
—
|
|
|
9,000
|
|
|
211,128
|
|
|
24,839
|
|
|
—
|
|
|
244,967
|
|
||||||
Investments in subsidiaries
|
|
(277,322
|
)
|
|
(164,863
|
)
|
|
—
|
|
|
—
|
|
|
442,185
|
|
|
—
|
|
||||||
Property and Equipment, at cost:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Land
|
|
—
|
|
|
—
|
|
|
3,565
|
|
|
172
|
|
|
—
|
|
|
3,737
|
|
||||||
Buildings and improvements
|
|
—
|
|
|
—
|
|
|
35,280
|
|
|
1,308
|
|
|
—
|
|
|
36,588
|
|
||||||
Machinery and equipment
|
|
—
|
|
|
1,335
|
|
|
262,349
|
|
|
8,436
|
|
|
—
|
|
|
272,120
|
|
||||||
|
|
—
|
|
|
1,335
|
|
|
301,194
|
|
|
9,916
|
|
|
—
|
|
|
312,445
|
|
||||||
Less accumulated depreciation
|
|
—
|
|
|
(762
|
)
|
|
(206,585
|
)
|
|
(5,253
|
)
|
|
—
|
|
|
(212,600
|
)
|
||||||
Total property and equipment, net
|
|
—
|
|
|
573
|
|
|
94,609
|
|
|
4,663
|
|
|
—
|
|
|
99,845
|
|
||||||
Other Assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Intangible assets, net
|
|
—
|
|
|
—
|
|
|
121,148
|
|
|
—
|
|
|
—
|
|
|
121,148
|
|
||||||
Goodwill
|
|
—
|
|
|
—
|
|
|
382,165
|
|
|
9,302
|
|
|
—
|
|
|
391,467
|
|
||||||
Deferred income taxes
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,121
|
|
|
—
|
|
|
3,121
|
|
||||||
Intercompany note receivable
|
|
—
|
|
|
856,739
|
|
|
—
|
|
|
—
|
|
|
(856,739
|
)
|
|
—
|
|
||||||
Other
|
|
—
|
|
|
30,235
|
|
|
2,129
|
|
|
—
|
|
|
—
|
|
|
32,364
|
|
||||||
Total other assets
|
|
—
|
|
|
886,974
|
|
|
505,442
|
|
|
12,423
|
|
|
(856,739
|
)
|
|
548,100
|
|
||||||
|
|
$
|
(277,322
|
)
|
|
$
|
731,684
|
|
|
$
|
811,179
|
|
|
$
|
41,925
|
|
|
$
|
(414,554
|
)
|
|
$
|
892,912
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
LIABILITIES AND STOCKHOLDER'S EQUITY (DEFICIT)
|
||||||||||||||||||||||||
Current Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Accounts payable
|
|
$
|
—
|
|
|
$
|
720
|
|
|
$
|
44,652
|
|
|
$
|
4,718
|
|
|
$
|
—
|
|
|
$
|
50,090
|
|
Accrued expenses
|
|
—
|
|
|
36,987
|
|
|
50,790
|
|
|
3,104
|
|
|
—
|
|
|
90,881
|
|
||||||
Total current liabilities
|
|
—
|
|
|
37,707
|
|
|
95,442
|
|
|
7,822
|
|
|
—
|
|
|
140,971
|
|
||||||
Deferred income taxes
|
|
—
|
|
|
—
|
|
|
9,865
|
|
|
—
|
|
|
—
|
|
|
9,865
|
|
||||||
Intercompany note payable
|
|
—
|
|
|
—
|
|
|
856,739
|
|
|
—
|
|
|
(856,739
|
)
|
|
—
|
|
||||||
Other long-term liabilities
|
|
—
|
|
|
9,629
|
|
|
47,240
|
|
|
859
|
|
|
—
|
|
|
57,728
|
|
||||||
Long-term debt
|
|
—
|
|
|
961,670
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
961,670
|
|
||||||
Commitments and contingencies
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Stockholder's Equity (Deficit):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Preferred stock
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Common stock
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Additional paid-in-capital
|
|
309,331
|
|
|
309,331
|
|
|
421,277
|
|
|
6,562
|
|
|
(737,170
|
)
|
|
309,331
|
|
||||||
(Accumulated deficit) retained earnings
|
|
(580,585
|
)
|
|
(580,585
|
)
|
|
(619,384
|
)
|
|
21,630
|
|
|
1,178,339
|
|
|
(580,585
|
)
|
||||||
Accumulated other
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
comprehensive income (loss)
|
|
(6,068
|
)
|
|
(6,068
|
)
|
|
—
|
|
|
5,052
|
|
|
1,016
|
|
|
(6,068
|
)
|
||||||
Total stockholder's (deficit) equity
|
|
(277,322
|
)
|
|
(277,322
|
)
|
|
(198,107
|
)
|
|
33,244
|
|
|
442,185
|
|
|
(277,322
|
)
|
||||||
|
|
$
|
(277,322
|
)
|
|
$
|
731,684
|
|
|
$
|
811,179
|
|
|
$
|
41,925
|
|
|
$
|
(414,554
|
)
|
|
$
|
892,912
|
|
PLY GEM HOLDINGS, INC. AND SUBSIDIARIES
|
||||||||||||||||||||||||
CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS
|
||||||||||||||||||||||||
For the year ended December 31, 2012
|
||||||||||||||||||||||||
(Amounts in thousands)
|
|
Guarantor
|
|
Issuer
|
|
|
|
Non-
|
|
|
|
|
||||||||||||
|
|
Ply Gem
|
|
Ply Gem
|
|
Guarantor
|
|
Guarantor
|
|
Consolidating
|
|
|
||||||||||||
|
|
Holdings, Inc.
|
|
Industries, Inc.
|
|
Subsidiaries
|
|
Subsidiary
|
|
Adjustments
|
|
Consolidated
|
||||||||||||
Cash flows from operating
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Net income (loss)
|
|
$
|
(39,055
|
)
|
|
$
|
(39,055
|
)
|
|
$
|
(35,228
|
)
|
|
$
|
1,770
|
|
|
$
|
72,513
|
|
|
$
|
(39,055
|
)
|
Adjustments to reconcile net income (loss)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
to cash provided by operating activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Depreciation and amortization
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
expense
|
|
—
|
|
|
171
|
|
|
51,095
|
|
|
1,011
|
|
|
—
|
|
|
52,277
|
|
||||||
Non-cash interest expense, net
|
|
—
|
|
|
11,428
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
11,428
|
|
||||||
Gain on foreign currency transactions
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(409
|
)
|
|
—
|
|
|
(409
|
)
|
||||||
Loss on modification or
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
extinguishment of debt
|
|
—
|
|
|
3,607
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,607
|
|
||||||
Stock based compensation
|
|
—
|
|
|
1,703
|
|
|
—
|
|
|
—
|
|
|
|
|
1,703
|
|
|||||||
Deferred income taxes
|
|
—
|
|
|
—
|
|
|
844
|
|
|
183
|
|
|
—
|
|
|
1,027
|
|
||||||
Reduction in tax uncertainty,
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
net of valuation allowance
|
|
—
|
|
|
—
|
|
|
(92
|
)
|
|
—
|
|
|
—
|
|
|
(92
|
)
|
||||||
Equity in subsidiaries' net loss
|
|
39,055
|
|
|
33,458
|
|
|
—
|
|
|
—
|
|
|
(72,513
|
)
|
|
—
|
|
||||||
Other
|
|
—
|
|
|
—
|
|
|
(37
|
)
|
|
—
|
|
|
—
|
|
|
(37
|
)
|
||||||
Changes in operating assets and
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Accounts receivable, net
|
|
—
|
|
|
—
|
|
|
(5,909
|
)
|
|
532
|
|
|
—
|
|
|
(5,377
|
)
|
||||||
Inventories
|
|
—
|
|
|
—
|
|
|
5,704
|
|
|
(1,008
|
)
|
|
—
|
|
|
4,696
|
|
||||||
Prepaid expenses and other
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
current assets
|
|
—
|
|
|
616
|
|
|
(4,586
|
)
|
|
1,436
|
|
|
—
|
|
|
(2,534
|
)
|
||||||
Accounts payable
|
|
—
|
|
|
(466
|
)
|
|
19,195
|
|
|
(1,123
|
)
|
|
—
|
|
|
17,606
|
|
||||||
Accrued expenses
|
|
—
|
|
|
(562
|
)
|
|
5,794
|
|
|
(640
|
)
|
|
—
|
|
|
4,592
|
|
||||||
Cash payments on restructuring liabilities
|
|
—
|
|
|
—
|
|
|
(1,177
|
)
|
|
—
|
|
|
—
|
|
|
(1,177
|
)
|
||||||
Other
|
|
—
|
|
|
—
|
|
|
(240
|
)
|
|
689
|
|
|
—
|
|
|
449
|
|
||||||
Net cash provided by
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
operating activities
|
|
—
|
|
|
10,900
|
|
|
35,363
|
|
|
2,441
|
|
|
—
|
|
|
48,704
|
|
||||||
Cash flows from investing
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Capital expenditures
|
|
—
|
|
|
(810
|
)
|
|
(22,969
|
)
|
|
(867
|
)
|
|
—
|
|
|
(24,646
|
)
|
||||||
Proceeds from sale of assets
|
|
—
|
|
|
—
|
|
|
284
|
|
|
(91
|
)
|
|
—
|
|
|
193
|
|
||||||
Acquisitions, net of cash acquired
|
|
—
|
|
|
—
|
|
|
(100
|
)
|
|
—
|
|
|
—
|
|
|
(100
|
)
|
||||||
Net cash used in
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
investing activities
|
|
—
|
|
|
(810
|
)
|
|
(22,785
|
)
|
|
(958
|
)
|
|
—
|
|
|
(24,553
|
)
|
||||||
Cash flows from financing
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Proceeds from long-term debt
|
|
—
|
|
|
102,991
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
102,991
|
|
||||||
Payments on long-term debt
|
|
—
|
|
|
(58,991
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(58,991
|
)
|
||||||
Net revolver payments
|
|
—
|
|
|
(40,000
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(40,000
|
)
|
||||||
Proceeds from intercompany
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
investment
|
|
—
|
|
|
13,477
|
|
|
(13,477
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Payment of early tender premium
|
|
—
|
|
|
(9,844
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(9,844
|
)
|
||||||
Equity repurchases
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Debt issuance costs paid
|
|
—
|
|
|
(2,969
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,969
|
)
|
||||||
Net cash provided by (used in)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
financing activities
|
|
—
|
|
|
4,664
|
|
|
(13,477
|
)
|
|
—
|
|
|
—
|
|
|
(8,813
|
)
|
||||||
Impact of exchange rate movement
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
on cash
|
|
—
|
|
|
—
|
|
|
—
|
|
|
156
|
|
|
—
|
|
|
156
|
|
||||||
Net increase (decrease) in cash
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
and cash equivalents
|
|
—
|
|
|
14,754
|
|
|
(899
|
)
|
|
1,639
|
|
|
—
|
|
|
15,494
|
|
||||||
Cash and cash equivalents at the
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
beginning of the period
|
|
—
|
|
|
8,578
|
|
|
(3,408
|
)
|
|
6,530
|
|
|
—
|
|
|
11,700
|
|
||||||
Cash and cash equivalents at the end
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
of the period
|
|
$
|
—
|
|
|
$
|
23,332
|
|
|
$
|
(4,307
|
)
|
|
$
|
8,169
|
|
|
$
|
—
|
|
|
$
|
27,194
|
|
PLY GEM HOLDINGS, INC. AND SUBSIDIARIES
|
||||||||||||||||||||||||
CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS
|
||||||||||||||||||||||||
For the year ended December 31, 2011
|
||||||||||||||||||||||||
(Amounts in thousands)
|
|
Guarantor
|
|
Issuer
|
|
|
|
Non-
|
|
|
|
|
||||||||||||
|
|
Ply Gem
|
|
Ply Gem
|
|
Guarantor
|
|
Guarantor
|
|
Consolidating
|
|
|
||||||||||||
|
|
Holdings, Inc.
|
|
Industries, Inc.
|
|
Subsidiaries
|
|
Subsidiary
|
|
Adjustments
|
|
Consolidated
|
||||||||||||
Cash flows from operating
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Net income (loss)
|
|
$
|
(84,507
|
)
|
|
$
|
(84,507
|
)
|
|
$
|
(61,040
|
)
|
|
$
|
1,861
|
|
|
$
|
143,686
|
|
|
$
|
(84,507
|
)
|
Adjustments to reconcile net income (loss)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
to cash provided by (used in) operating activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Depreciation and amortization
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
expense
|
|
—
|
|
|
169
|
|
|
52,951
|
|
|
900
|
|
|
—
|
|
|
54,020
|
|
||||||
Non-cash interest expense, net
|
|
—
|
|
|
10,518
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
10,518
|
|
||||||
Gain on foreign currency transactions
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(492
|
)
|
|
—
|
|
|
(492
|
)
|
||||||
Loss on modification or
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
extinguishment of debt
|
|
—
|
|
|
27,863
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
27,863
|
|
||||||
Stock based compensation
|
|
—
|
|
|
431
|
|
|
(1
|
)
|
|
—
|
|
|
—
|
|
|
430
|
|
||||||
Deferred income taxes
|
|
—
|
|
|
—
|
|
|
7,872
|
|
|
(1,579
|
)
|
|
—
|
|
|
6,293
|
|
||||||
Reduction in tax uncertainty,
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
net of valuation allowance
|
|
—
|
|
|
—
|
|
|
(6,617
|
)
|
|
—
|
|
|
—
|
|
|
(6,617
|
)
|
||||||
Equity in subsidiaries' net loss
|
|
84,507
|
|
|
59,179
|
|
|
—
|
|
|
—
|
|
|
(143,686
|
)
|
|
—
|
|
||||||
Other
|
|
—
|
|
|
—
|
|
|
(481
|
)
|
|
(3
|
)
|
|
—
|
|
|
(484
|
)
|
||||||
Changes in operating assets and
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Accounts receivable, net
|
|
—
|
|
|
—
|
|
|
(13,107
|
)
|
|
(159
|
)
|
|
—
|
|
|
(13,266
|
)
|
||||||
Inventories
|
|
—
|
|
|
—
|
|
|
(5,253
|
)
|
|
(1,160
|
)
|
|
—
|
|
|
(6,413
|
)
|
||||||
Prepaid expenses and other
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
current assets
|
|
—
|
|
|
(176
|
)
|
|
(1,622
|
)
|
|
(150
|
)
|
|
—
|
|
|
(1,948
|
)
|
||||||
Accounts payable
|
|
—
|
|
|
321
|
|
|
(6,593
|
)
|
|
1,500
|
|
|
—
|
|
|
(4,772
|
)
|
||||||
Accrued expenses
|
|
—
|
|
|
11,300
|
|
|
3,256
|
|
|
758
|
|
|
—
|
|
|
15,314
|
|
||||||
Cash payments on restructuring liabilities
|
|
—
|
|
|
—
|
|
|
(407
|
)
|
|
—
|
|
|
—
|
|
|
(407
|
)
|
||||||
Other
|
|
—
|
|
|
(1
|
)
|
|
531
|
|
|
479
|
|
|
—
|
|
|
1,009
|
|
||||||
Net cash provided by (used in)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
operating activities
|
|
—
|
|
|
25,097
|
|
|
(30,511
|
)
|
|
1,955
|
|
|
—
|
|
|
(3,459
|
)
|
||||||
Cash flows from investing
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Capital expenditures
|
|
—
|
|
|
(63
|
)
|
|
(10,490
|
)
|
|
(937
|
)
|
|
—
|
|
|
(11,490
|
)
|
||||||
Proceeds from sale of assets
|
|
—
|
|
|
—
|
|
|
102
|
|
|
—
|
|
|
—
|
|
|
102
|
|
||||||
Net cash used in
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
investing activities
|
|
—
|
|
|
(63
|
)
|
|
(10,388
|
)
|
|
(937
|
)
|
|
—
|
|
|
(11,388
|
)
|
||||||
Cash flows from financing
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Proceeds from long-term debt
|
|
—
|
|
|
423,684
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
423,684
|
|
||||||
Payments on long-term debt
|
|
—
|
|
|
(348,684
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(348,684
|
)
|
||||||
Net revolver borrowings
|
|
—
|
|
|
55,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
55,000
|
|
||||||
Payments on previous revolver credit facility
|
|
—
|
|
|
(30,000
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(30,000
|
)
|
||||||
Proceeds from intercompany
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
—
|
|
||||||
investment
|
|
—
|
|
|
(37,826
|
)
|
|
38,608
|
|
|
(782
|
)
|
|
—
|
|
|
—
|
|
||||||
Payment of early tender premium
|
|
—
|
|
|
(49,769
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(49,769
|
)
|
||||||
Equity repurchases
|
|
—
|
|
|
(14,049
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(14,049
|
)
|
||||||
Debt issuance costs paid
|
|
—
|
|
|
(26,984
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(26,984
|
)
|
||||||
Net cash provided by (used in)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
financing activities
|
|
—
|
|
|
(28,628
|
)
|
|
38,608
|
|
|
(782
|
)
|
|
—
|
|
|
9,198
|
|
||||||
Impact of exchange rate movement
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
on cash
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(149
|
)
|
|
—
|
|
|
(149
|
)
|
||||||
Net increase (decrease) in cash
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
and cash equivalents
|
|
—
|
|
|
(3,594
|
)
|
|
(2,291
|
)
|
|
87
|
|
|
—
|
|
|
(5,798
|
)
|
||||||
Cash and cash equivalents at the
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
beginning of the period
|
|
—
|
|
|
12,172
|
|
|
(1,117
|
)
|
|
6,443
|
|
|
—
|
|
|
17,498
|
|
||||||
Cash and cash equivalents at the end
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
of the period
|
|
$
|
—
|
|
|
$
|
8,578
|
|
|
$
|
(3,408
|
)
|
|
$
|
6,530
|
|
|
$
|
—
|
|
|
$
|
11,700
|
|
PLY GEM HOLDINGS, INC. AND SUBSIDIARIES
|
||||||||||||||||||||||||
CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS
|
||||||||||||||||||||||||
For the year ended December 31, 2010
|
||||||||||||||||||||||||
(Amounts in thousands)
|
|
Guarantor
|
|
Issuer
|
|
|
|
Non-
|
|
|
|
|
||||||||||||
|
|
Ply Gem
|
|
Ply Gem
|
|
Guarantor
|
|
Guarantor
|
|
Consolidating
|
|
|
||||||||||||
|
|
Holdings, Inc.
|
|
Industries, Inc.
|
|
Subsidiaries
|
|
Subsidiary
|
|
Adjustments
|
|
Consolidated
|
||||||||||||
Cash flows from operating
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Net income (loss)
|
|
$
|
27,667
|
|
|
$
|
27,667
|
|
|
$
|
(58,978
|
)
|
|
$
|
6,330
|
|
|
$
|
24,981
|
|
|
$
|
27,667
|
|
Adjustments to reconcile net
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
income (loss) to cash provided by
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
(used in) operating activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Depreciation and amortization
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
expense
|
|
—
|
|
|
168
|
|
|
59,761
|
|
|
789
|
|
|
—
|
|
|
60,718
|
|
||||||
Non-cash interest expense, net
|
|
—
|
|
|
9,800
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
9,800
|
|
||||||
Gain on foreign currency transactions
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(510
|
)
|
|
—
|
|
|
(510
|
)
|
||||||
Gain on extinguishment of debt
|
|
—
|
|
|
(98,187
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(98,187
|
)
|
||||||
Write-off of previously capitalized
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
offering costs
|
|
—
|
|
|
1,571
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,571
|
|
||||||
Stock based compensation
|
|
—
|
|
|
164
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
164
|
|
||||||
Deferred income taxes
|
|
—
|
|
|
—
|
|
|
981
|
|
|
622
|
|
|
—
|
|
|
1,603
|
|
||||||
Equity in subsidiaries' net income (loss)
|
|
(27,667
|
)
|
|
52,648
|
|
|
—
|
|
|
—
|
|
|
(24,981
|
)
|
|
—
|
|
||||||
Other
|
|
—
|
|
|
—
|
|
|
(156
|
)
|
|
(12
|
)
|
|
—
|
|
|
(168
|
)
|
||||||
Changes in operating assets and
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Accounts receivable, net
|
|
—
|
|
|
—
|
|
|
(3,730
|
)
|
|
707
|
|
|
—
|
|
|
(3,023
|
)
|
||||||
Inventories
|
|
—
|
|
|
—
|
|
|
(1,384
|
)
|
|
1,264
|
|
|
—
|
|
|
(120
|
)
|
||||||
Prepaid expenses and other
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
current assets
|
|
—
|
|
|
(1,488
|
)
|
|
6,634
|
|
|
2,478
|
|
|
—
|
|
|
7,624
|
|
||||||
Accounts payable
|
|
—
|
|
|
(199
|
)
|
|
1,090
|
|
|
1,026
|
|
|
—
|
|
|
1,917
|
|
||||||
Accrued expenses
|
|
—
|
|
|
(4,384
|
)
|
|
4,211
|
|
|
625
|
|
|
—
|
|
|
452
|
|
||||||
Cash payments on restructuring liabilities
|
|
—
|
|
|
—
|
|
|
(2,630
|
)
|
|
—
|
|
|
—
|
|
|
(2,630
|
)
|
||||||
Other
|
|
—
|
|
|
(1
|
)
|
|
(554
|
)
|
|
425
|
|
|
—
|
|
|
(130
|
)
|
||||||
Net cash provided by (used in)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
operating activities
|
|
—
|
|
|
(12,241
|
)
|
|
5,245
|
|
|
13,744
|
|
|
—
|
|
|
6,748
|
|
||||||
Cash flows from investing
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Capital expenditures
|
|
—
|
|
|
—
|
|
|
(10,275
|
)
|
|
(830
|
)
|
|
—
|
|
|
(11,105
|
)
|
||||||
Proceeds from sale of assets
|
|
—
|
|
|
—
|
|
|
2,032
|
|
|
—
|
|
|
—
|
|
|
2,032
|
|
||||||
Net cash used in
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
investing activities
|
|
—
|
|
|
—
|
|
|
(8,243
|
)
|
|
(830
|
)
|
|
—
|
|
|
(9,073
|
)
|
||||||
Cash flows from financing
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Proceeds from long-term debt
|
|
—
|
|
|
145,709
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
145,709
|
|
||||||
Payments on long-term debt
|
|
—
|
|
|
(141,191
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(141,191
|
)
|
||||||
Net revolver borrowings
|
|
—
|
|
|
5,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5,000
|
|
||||||
Proceeds from intercompany
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
investment
|
|
—
|
|
|
14,665
|
|
|
(711
|
)
|
|
(13,954
|
)
|
|
—
|
|
|
—
|
|
||||||
Equity contributions
|
|
—
|
|
|
2,428
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,428
|
|
||||||
Equity repurchases
|
|
—
|
|
|
(2,978
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,978
|
)
|
||||||
Debt issuance costs paid
|
|
—
|
|
|
(5,029
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(5,029
|
)
|
||||||
Tax payments on behalf of parent
|
|
—
|
|
|
(1,532
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,532
|
)
|
||||||
Net cash provided by (used in)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
financing activities
|
|
—
|
|
|
17,072
|
|
|
(711
|
)
|
|
(13,954
|
)
|
|
—
|
|
|
2,407
|
|
||||||
Impact of exchange rate movement
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
on cash
|
|
—
|
|
|
—
|
|
|
—
|
|
|
353
|
|
|
—
|
|
|
353
|
|
||||||
Net increase (decrease) in cash
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
and cash equivalents
|
|
—
|
|
|
4,831
|
|
|
(3,709
|
)
|
|
(687
|
)
|
|
—
|
|
|
435
|
|
||||||
Cash and cash equivalents at the
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
beginning of the period
|
|
—
|
|
|
7,341
|
|
|
2,592
|
|
|
7,130
|
|
|
—
|
|
|
17,063
|
|
||||||
Cash and cash equivalents at the end
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
of the period
|
|
$
|
—
|
|
|
$
|
12,172
|
|
|
$
|
(1,117
|
)
|
|
$
|
6,443
|
|
|
$
|
—
|
|
|
$
|
17,498
|
|
Name
|
|
Age
|
|
Position(s)
|
Frederick J. Iseman
|
|
60
|
|
Chairman of the Board and Director
|
Gary E. Robinette
|
|
64
|
|
President, Chief Executive Officer and Director
|
Shawn K. Poe
|
|
51
|
|
Vice President and Chief Financial Officer
|
John Wayne
|
|
51
|
|
Executive Vice President, Chief Operating Officer
|
John Buckley
|
|
48
|
|
President, Siding Group
|
Lynn Morstad
|
|
49
|
|
President, U.S. Windows Group
|
David N. Schmoll
|
|
53
|
|
Senior Vice President, Human Resources
|
Timothy D. Johnson
|
|
37
|
|
General Counsel
|
Robert A. Ferris
|
|
70
|
|
Director
|
Steven M. Lefkowitz
|
|
48
|
|
Director
|
John D. Roach
|
|
69
|
|
Director
|
Michael Haley
|
|
62
|
|
Director
|
Timothy T. Hall
|
|
43
|
|
Director
|
Jeffrey T. Barber
|
|
60
|
|
Director
|
•
|
Base salary
|
•
|
Annual cash incentive awards
|
|
Percentage of Target
|
Percentage of Target
|
Percentage of Target
|
Percentage of Target
|
|
(EBITDA) (i)
|
(Market share) (ii)
|
(Working capital) (iii)
|
(Innovation) (iv)
|
|
|
|
|
|
Siding, fencing, and stone
|
150%
|
100%
|
138%
|
100%
|
Windows and doors
|
48%
|
50%
|
125%
|
100%
|
Unallocated/Corporate
|
93%
|
NA
|
NA
|
100%
|
•
|
Perquisites and other personal benefits
|
•
|
Equity awards
|
•
|
Long-term incentive plan
|
Summary Compensation Table
|
|||||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
Stock
|
|
Option
|
|
Non-equity
Incentive Plan |
|
Change in
Pension |
|
All Other
|
|
|
||||||||||||||||
Name and
|
|
|
Salary
|
|
Bonus
|
|
Awards
|
|
Awards
|
|
Compensation
|
|
Value
|
|
Compensation
|
|
Total
|
||||||||||||||||
Principal Position
|
Year
|
|
($)
|
|
($) (1)
|
|
(2)
|
|
($) (3)
|
|
($) (4)
|
|
(5)
|
|
($) (6)
|
|
($)
|
||||||||||||||||
Gary E. Robinette
|
2012
|
|
$
|
700,000
|
|
|
$
|
—
|
|
|
$
|
1,050,000
|
|
|
$
|
—
|
|
|
$
|
693,000
|
|
|
$
|
—
|
|
|
$
|
30,046
|
|
|
$
|
2,473,046
|
|
President &
|
2011
|
|
700,000
|
|
|
3,000,000
|
|
|
1,050,000
|
|
|
5,261,100
|
|
|
70,000
|
|
|
—
|
|
|
35,527
|
|
|
10,116,627
|
|
||||||||
Chief Executive Officer
|
2010
|
|
580,000
|
|
|
—
|
|
|
—
|
|
|
298,272
|
|
|
—
|
|
|
—
|
|
|
27,066
|
|
|
905,338
|
|
||||||||
Shawn K. Poe
|
2012
|
|
350,000
|
|
|
—
|
|
|
262,500
|
|
|
—
|
|
|
259,875
|
|
|
—
|
|
|
31,474
|
|
|
903,849
|
|
||||||||
Vice President &
|
2011
|
|
350,000
|
|
|
650,000
|
|
|
262,500
|
|
|
—
|
|
|
26,250
|
|
|
—
|
|
|
33,354
|
|
|
1,322,104
|
|
||||||||
Chief Financial Officer
|
2010
|
|
300,000
|
|
|
—
|
|
|
—
|
|
|
248,560
|
|
|
—
|
|
|
—
|
|
|
26,864
|
|
|
575,424
|
|
||||||||
John Wayne
|
2012
|
|
458,580
|
|
|
—
|
|
|
301,574
|
|
|
200,560
|
|
|
520,125
|
|
|
—
|
|
|
151,913
|
|
|
1,632,752
|
|
||||||||
Executive Vice President &
|
2011
|
|
394,165
|
|
|
—
|
|
|
291,375
|
|
|
—
|
|
|
216,752
|
|
|
—
|
|
|
31,642
|
|
|
933,934
|
|
||||||||
Chief Operating Officer
|
2010
|
|
388,500
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
19,425
|
|
|
—
|
|
|
25,687
|
|
|
433,612
|
|
||||||||
John Buckley
|
2012
|
|
282,032
|
|
|
—
|
|
|
83,948
|
|
|
320,896
|
|
|
286,647
|
|
|
—
|
|
|
30,357
|
|
|
1,003,880
|
|
||||||||
President, Siding Group
|
2011
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
|
2010
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Lynn Morstad
|
2012
|
|
383,000
|
|
|
—
|
|
|
287,250
|
|
|
—
|
|
|
168,659
|
|
|
12,500
|
|
|
30,271
|
|
|
881,680
|
|
||||||||
President,
|
2011
|
|
375,417
|
|
|
—
|
|
|
277,500
|
|
|
—
|
|
|
28,725
|
|
|
15,017
|
|
|
32,276
|
|
|
728,935
|
|
||||||||
Windows & Doors
|
2010
|
|
370,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
9,879
|
|
|
25,649
|
|
|
405,528
|
|
(1)
|
The amounts in this column represent retention cash payments during 2011. These retention bonuses are described in the
“Employment agreements”
section above.
|
(2)
|
The amounts in this column represent the aggregate grant date fair value, computed in accordance with FASB ASC Topic 718, of the restricted stock portion of the long-term incentive plan 2011 and 2012 grants. At the end of the vesting period, restricted stock will be provided equating to the fixed dollar value of the grant varying by the then determined fair value of the restricted stock. This long-term incentive plan is described in the
“General Philosophy”
section of the Compensation Discussion and Analysis above.
|
(3)
|
For the years ended December 31, 2012, 2011, and 2010, the amounts in this column represent the aggregate grant date fair value of awards computed in accordance with FASB ASC Topic 718 made during each respective year. Refer to Note 11 to the consolidated financial statements for a discussion of the assumptions made in the valuation.
|
(4)
|
The amounts in this column represent performance-based cash bonuses earned for services rendered during 2012, 2011 and 2010. These incentive bonuses are described in the “
Compensation Discussion and Analysis - Annual Cash Incentive Awards
” section above.
|
(5)
|
None of the named executive officers, other than Lynn Morstad, are covered by either of the Company’s pension plans. For Mr. Morstad, the aggregate actuarial present value of his pension benefit under the MW Manufacturing Inc. Retirement Plan and SERP plan for 2012 increased by $9,552 and $2,948, respectively. For Mr. Morstad, the aggregate actuarial present value of his pension benefit under the MW Manufacturing Inc. Retirement Plan and SERP plan for 2011 increased by $10,544 and $4,473, respectively, and the aggregate actuarial present value of his pension benefit under the MW Manufacturing Inc. Retirement Plan and SERP plan for 2010 increased by $6,930 and $2,949, respectively. The named executive officers did not receive any above-market or preferential earnings on compensation deferred on a basis that is not tax-qualified.
|
(6)
|
The amounts in this column with respect to 2012 consist of the following items for each named executive officer shown below:
|
(1)
|
Gary E. Robinette
: $18,480 car allowance, $4,066 insurance premiums, and $7,500 company 401(k) contributions.
|
(2)
|
Shawn K. Poe
: $14,400 car allowance, $9,574 insurance premiums, and $7,500 company 401(k) contributions.
|
(3)
|
John Wayne
: $15,450 car allowance, $9,648 insurance premiums, $8,530 company 401(k) contributions, and $118,285 in relocation reimbursement.
|
(4)
|
John Buckley:
$13,650 car allowance, $9,391 insurance premiums, and $7,316 company 401(k) contributions.
|
(5)
|
Lynn Morstad:
$14,400 car allowance, $9,621 insurance premiums, and $6,250 company 401(k) contributions.
|
Grants of Plan-Based Awards for 2012
|
|||||||||||||||||||||||||||
|
|
|
|
|
|
Estimated Future Payouts Under Non-equity Incentive Plan Awards (1)
|
|
|
|
|
|
|
|
|
|||||||||||||
Name
|
|
Award
|
|
Grant Date
|
|
Target
|
|
Maximum
|
|
All Other Stock Awards (2)
|
|
Option Awards: Number of Securities Underlying Options (#)(3)
|
|
Exercise Price of Option Awards ($/Sh)
|
|
Grant Date Fair Value of Stock and Option Awards (3)
|
|||||||||||
Gary E. Robinette
|
|
Long-term
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
|
incentive plan
|
|
January 1, 2012
|
|
$
|
1,050,000
|
|
|
$
|
—
|
|
|
$
|
1,050,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||
|
|
Annual
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
|
incentive plan
|
|
N/A
|
|
700,000
|
|
|
1,050,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Shawn K. Poe
|
|
Long-term
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
|
incentive plan
|
|
January 1, 2012
|
|
262,500
|
|
|
—
|
|
|
262,500
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
|
|
Annual
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
|
incentive plan
|
|
N/A
|
|
262,500
|
|
|
393,750
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
John Wayne
|
|
Stock Options
|
|
December 11, 2012
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5,000
|
|
|
$
|
100
|
|
|
$
|
200,560
|
|
|||
|
|
Long-term
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
|
incentive plan
|
|
January 1, 2012
|
|
301,574
|
|
|
—
|
|
|
301,574
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
|
|
Annual
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
|
incentive plan
|
|
N/A
|
|
375,000
|
|
|
562,500
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
John Buckley
|
|
Stock Options
|
|
December 11, 2012
|
|
—
|
|
|
—
|
|
|
—
|
|
|
8,000
|
|
|
$
|
100
|
|
|
$
|
320,896
|
|
|||
|
|
Long-term
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
|
incentive plan
|
|
January 1, 2012
|
|
83,948
|
|
|
—
|
|
|
83,948
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
|
|
Annual
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
|
incentive plan
|
|
N/A
|
|
240,000
|
|
|
360,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Lynn Morstad
|
|
Long-term
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
|
incentive plan
|
|
January 1, 2012
|
|
287,250
|
|
|
—
|
|
|
287,250
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
|
|
Annual
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
|
incentive plan
|
|
N/A
|
|
287,250
|
|
|
430,875
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
(1)
|
These amounts represent the target payout amounts for the performance portion of the long-term incentive plan awards and the target and maximum payouts for the incentive plan granted to each named executive officer in 2012.
|
(2)
|
These amounts represent the restricted stock portion of the long-term incentive plan grant for each named executive officer when the stock vests after three years. The dollar amount of the payout is fixed at grant and will be paid in three years in a variable amount of restricted stock or Common Stock for this service component of the long-term incentive plan.
|
(3)
|
These amounts represent stock options granted to each of the named executive officers during 2012, computed in accordance with FASB ASC Topic 718. Refer to Note 11 to the consolidated financial statements for a discussion of the assumptions made in the valuation.
|
(1)
|
Each option becomes vested and exercisable with respect to 20% of the shares covered by the option on each of the first five anniversaries of the grant date, excluding Mr. Robinette’s November 2011 grant which vests 25% on each of the following dates: July 2012, July 2013, July 2014, and July 2015.
|
(2)
|
The Stock Awards set forth in this table represent restricted stock awards described in the long-term incentive plan section above. The actual number of shares eligible to vest in 2014 and 2015 will be a number with an aggregate fair market value equal to the fixed dollar amount in the column to the immediate right, and the share numbers in this column were calculated by dividing that fixed number by $100, an estimate of the current fair market value of one share of our common stock.
|
(3)
|
The Market Value represents the fixed liability related to the long-term incentive plan to be settled in January 2014 and January 2015 with a variable amount of restricted stock or Common Stock based on the fair value of the stock at that time.
|
Pension Benefits for 2012
|
||||||||
|
|
|
|
Number of Years
|
|
Present Value of
|
|
Payments During Last
|
Name
|
|
Plan Name
|
|
Credited Service
|
|
Accumulated Benefit
|
|
Fiscal Year
|
|
|
|
|
(#)
|
|
($)
|
|
($)
|
(a)
|
|
(b)
|
|
(c)
|
|
(d) (1)
|
|
(e)
|
Gary E. Robinette
|
|
NA
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shawn K. Poe
|
|
NA
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
John Wayne
|
|
NA
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
John Buckley
|
|
NA
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Lynn Morstad
|
|
MW Retirement Plan
|
|
4 (2)
|
|
$55,403
|
|
|
|
|
MW SERP Plan
|
|
4 (2)
|
|
$22,397
|
|
|
(1)
|
The material assumptions used to derive the present value of the accumulated pension benefit shown in this table are set forth in Note 5 “
Defined Benefit Plans
” to our consolidated financial statements.
|
(2)
|
The number in this column is less than the number of the officer’s actual years of service with the Company. This is because the plans have been frozen, as described below.
|
•
|
Life annuity;
|
•
|
Period certain annuities;
|
•
|
Joint and survivor annuity (if married); and
|
|
|
Years
|
|
Severance
|
|
Benefits
|
|
Bonus
|
|
Total
|
||||||||
Name
|
|
|
|
($) (1)
|
|
($)
|
|
($) (2)
|
|
($)
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
||||||||
Employment Agreement:
|
|
|
|
|
|
|
|
|
|
|
||||||||
Gary E. Robinette
|
|
2
|
|
$
|
1,400,000
|
|
|
$
|
4,066
|
|
|
$
|
700,000
|
|
|
$
|
2,104,066
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Retention Agreements:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Shawn K. Poe
|
|
1
|
|
350,000
|
|
|
9,574
|
|
|
262,500
|
|
|
622,074
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
||||||||
John Wayne
|
|
1
|
|
500,000
|
|
|
9,648
|
|
|
375,000
|
|
|
884,648
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
||||||||
John Buckley
|
|
1
|
|
320,000
|
|
|
9,391
|
|
|
240,000
|
|
|
569,391
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
||||||||
Lynn Morstad
|
|
1
|
|
383,000
|
|
|
9,621
|
|
|
287,250
|
|
|
679,871
|
|
(1)
|
As described in the narrative below, the severance arrangement is payable over a two-year salary continuation period for Mr. Robinette and a one-year salary continuation period for the other named executive officers.
|
(2)
|
A portion of the performance measures for the year ended December 31, 2012 were achieved. As a result, the amounts in this column represent the target amounts for the annual management incentive plan bonuses.
|
Director Compensation for 2012
|
||||||||||||||||||||
|
|
Fees
|
|
|
|
|
|
|
|
|
||||||||||
|
|
Earned
|
|
|
|
|
|
All
|
|
|
||||||||||
|
|
or Paid
|
|
Stock
|
|
Option
|
|
Other
|
|
|
||||||||||
Name
|
|
in Cash
|
|
Awards
|
|
Awards
|
|
Compensation
|
|
Total
|
||||||||||
|
|
($)
|
|
($) (1)
|
|
($)
|
|
($)
|
|
($)
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Frederick Iseman
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Robert A. Ferris
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Steven M. Lefkowitz
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
John D. Roach
|
|
77,500
|
|
|
63,000
|
|
|
—
|
|
|
—
|
|
|
140,500
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Michael Haley
|
|
75,000
|
|
|
63,000
|
|
|
—
|
|
|
—
|
|
|
138,000
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Jeffrey T. Barber
|
|
80,000
|
|
|
63,000
|
|
|
—
|
|
|
—
|
|
|
143,000
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Timothy T. Hall
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
•
|
each named executive officer;
|
•
|
each of our directors;
|
•
|
each person known to us to be the beneficial owner of more than 5% of the common stock of Ply Gem Prime Holdings; and
|
•
|
all of our executive officers and directors as a group.
|
|
|
Shares Beneficially
Owned (1) |
|||
|
|
Common
|
|
|
|
Name of Beneficial Owner
|
|
Shares (2)
|
|
%
|
|
Caxton-Iseman (Ply Gem), L.P. (3)
|
|
828,140
|
|
|
19.4%
|
Caxton-Iseman (Ply Gem) II, L.P. (3)
|
|
2,990,767
|
|
|
70.0%
|
Frederick J. Iseman (3) (4)
|
|
3,818,807
|
|
|
89.4%
|
Steven M. Lefkowitz (3) (5)
|
|
3,818,807
|
|
|
89.4%
|
Gary E. Robinette
|
|
—
|
|
|
*
|
Shawn K. Poe
|
|
40,608
|
|
|
1.0%
|
John Wayne
|
|
45,304
|
|
|
1.1%
|
John Buckley
|
|
12,690
|
|
|
*
|
Lynn Morstad
|
|
55,974
|
|
|
1.3%
|
David N. Schmoll
|
|
4,376
|
|
|
*
|
John D. Roach
|
|
4,177
|
|
|
*
|
Michael Haley
|
|
11,539
|
|
|
*
|
Robert A. Ferris
|
|
—
|
|
|
*
|
Jeffrey T. Barber
|
|
600
|
|
|
*
|
Timothy Hall (3)
|
|
—
|
|
|
*
|
All Directors and Executive Officers as a Group
|
|
3,994,175
|
|
|
93.5%
|
* Less than 1%.
|
(1)
|
Determined in accordance with Rule 13d-3 under the Exchange Act.
|
(2)
|
Ply Gem Prime Holdings also has a series of non-voting senior preferred stock.
|
(3)
|
Address is c/o CI Capital Partners LLC, 500 Park Avenue, New York, New York 10022.
|
(4)
|
By virtue of his indirect control of Caxton-Iseman (Ply Gem), L.P. and Caxton-Iseman (Ply Gem) II, L.P., Mr. Iseman is deemed to beneficially own (i) the 3,818,807 shares of common stock of Ply Gem Prime Holdings held by those entities and (ii) the 1,417,853 preferred securities of Ply Gem Prime Holdings held by those entities which is 97.8% of the outstanding preferred securities of Ply Gem Prime Holdings.
|
(5)
|
By virtue of being a director of the general partner of Caxton-Iseman (Ply Gem), L.P. and Caxton-Iseman (Ply Gem) II, L.P., Mr. Lefkowitz is deemed to beneficially own (i) the 3,818,807 shares of common stock of Ply Gem Prime Holdings held by those entities and (ii) the 1,417,853 preferred securities of Ply Gem Prime Holdings held by those entities which is 97.8% of the outstanding preferred securities of Ply Gem Prime Holdings.
|
|
|
(A)
Number of securities to be issued upon exercise of outstanding options, warrants |
|
(B)
Weighted average exercise price of outstanding options, warrants and |
|
(C)
Number of securities remaining available for future issuance under equity compensation plans (excluding securities |
Plan Category
|
|
and rights
|
|
rights
|
|
reflected in column (A))
|
Equity compensation plans
|
|
|
|
|
|
|
approved by shareholders
|
|
524,344
|
|
$70.16
|
|
75,656
|
|
|
|
|
|
|
|
Equity compensation plans not
|
|
|
|
|
|
|
approved by shareholders
|
|
—
|
|
—
|
|
—
|
|
|
|
|
|
|
|
Total
|
|
524,344
|
|
$70.16
|
|
75,656
|
(Amounts in thousands)
|
|
2012
|
|
2011
|
||||
Audit Fees (1)
|
|
$
|
1,029
|
|
|
$
|
846
|
|
Audit-Related Fees (2)
|
|
—
|
|
|
—
|
|
||
Tax Fees (3)
|
|
—
|
|
|
—
|
|
||
Total Fees
|
|
$
|
1,029
|
|
|
$
|
846
|
|
1. Consolidated Financial Statements
|
2. Schedule II Valuation and Qualifying Accounts -
|
Page
133
|
3. Exhibits files - See Exhibit Index
|
|
PLY GEM HOLDINGS, INC.
|
|
|
(Registrant)
|
|
|
|
|
Date: March 15, 2013
|
|
|
|
|
|
|
|
By:
/s/ Gary E. Robinette
|
|
|
Gary E. Robinette
|
|
|
President and Chief Executive Officer
|
Signature
|
Title
|
Date
|
|
|
|
/s/ Gary E. Robinette
|
President, Chief Executive Officer and Director
|
March 15, 2013
|
Gary E. Robinette
|
(Principal Executive Officer)
|
|
|
|
|
/s/ Shawn K. Poe
|
Vice President, Chief Financial Officer, Treasurer
|
March 15, 2013
|
Shawn K. Poe
|
and Secretary (Principal Financial and Accounting Officer)
|
|
|
|
|
/s/ Frederick J. Iseman
|
Chairman of the Board and Director
|
March 15, 2013
|
Frederick J. Iseman
|
|
|
|
|
|
/s/ Robert A. Ferris
|
Director
|
March 15, 2013
|
Robert A. Ferris
|
|
|
|
|
|
/s/ Steven M. Lefkowitz
|
Director
|
March 15, 2013
|
Steven M. Lefkowitz
|
|
|
|
|
|
/s/ John D. Roach
|
Director
|
March 15, 2013
|
John D. Roach
|
|
|
|
|
|
/s/ Michael P. Haley
|
Director
|
March 15, 2013
|
Michael P. Haley
|
|
|
|
|
|
/s/ Jeffrey T. Barber
|
Director
|
March 15, 2013
|
Jeffrey T. Barber
|
|
|
|
|
|
/s/ Timothy T. Hall
|
Director
|
March 15, 2013
|
Timothy T. Hall
|
|
|
Exhibit Number
|
|
Description
|
2.1
|
|
Stock Purchase Agreement, dated as of December 19, 2003, among Ply Gem Investment Holdings, Inc., (f/k/a CI Investment Holdings, Inc.), Nortek, Inc. and WDS LLC (incorporated by reference from Exhibit 2.1 to the Company’s Registration Statement on Form S-4 (File No. 333-114041)).
|
|
|
|
2.2
|
|
Stock Purchase Agreement, dated as of July 23, 2004, among Ply Gem Industries, Inc., MWM Holding, Inc. and the stockholders listed on Schedule 1 thereto (incorporated by reference from Exhibit 2.2 to the Company’s Registration Statement on Form S-4 (File No. 333-114041)).
|
|
|
|
2.3
|
|
Securities Purchase Agreement, dated as of February 6, 2006, among Ply Gem Industries, Inc., and all of the direct and indirect stockholders, warrant holders and stock option holders of AWC Holding Company and FNL Management Corp., an Ohio corporation, as their representative (incorporated by reference from Exhibit 2.1 on Form 8-K dated March 2, 2006 (File No. 333-114041-07)).
|
|
|
|
2.4
|
|
Stock Purchase Agreement, dated as of September 22, 2006, among Ply Gem Industries, Inc., Alcoa Securities Corporation and Alcoa Inc. (incorporated by reference from Exhibit 2.1 to the Company’s Form 8-K, dated November 6, 2006 (File No. 333-114041-07)).
|
|
|
|
2.5
|
|
First Amendment, dated as of October 31, 2006, to the Stock Purchase Agreement, dated as of September 22, 2006, among Ply Gem Industries, Inc., Alcoa Securities Corporation and Alcoa Inc. (incorporated by reference from Exhibit 2.2 to the Company’s Form 8-K, dated November 6, 2006 (File No. 333-114041-07)).
|
|
|
|
3.1
|
|
Certificate of Incorporation of Ply Gem Holdings, Inc. (incorporated by reference from Exhibit 3.3 to the Company’s Registration Statement on Form S-4 (File No. 333-114041)).
|
|
|
|
3.2
|
|
Amended Bylaws of Ply Gem Holdings, Inc. (incorporated by reference from Exhibit 3.4 to the Company’s Registration Statement on Form S-4 (File No. 333-114041)).
|
|
|
|
4.1
|
|
Indenture, dated as of February 11, 2011, among Ply Gem Industries, Inc., the Guarantors party thereto and Wells Fargo Bank, National Association, as Trustee and Noteholder Collateral Agent (incorporated by reference from Exhibit 4.20 to the Company’s Form 10-K, dated March 21, 2011 (File No. 333-114041-07)).
|
|
|
|
4.2
|
|
First Supplemental Indenture, dated as of August 2, 2012, among Ply Gem Industries, Inc., Foundation Labs by Ply Gem, LLC and Wells Fargo Bank, National Association, as trustee and noteholder collateral agent (incorporated by reference from Exhibit 4.4 to the Company's Form 10-Q, dated November 9, 2012 (File No. 333-114041-07)).
|
|
|
|
4.3
|
|
Indenture, dated as of September 27, 2012, among Ply Gem Industries, Inc., the Guarantors party thereto and Wells Fargo Bank, National Association, as Trustee (incorporated by reference from Exhibit 4.2 to the Company's Form 10-Q, dated November 9, 2012 (File No. 333-114041-07)).
|
|
|
|
4.4
|
|
Registration Rights Agreement, dated September 27, 2012, among Ply Gem Industries, Inc., the Guarantors party thereto and UBS Securities LLC and J.P. Morgan Securities LLC, as initial purchasers (incorporated by reference from Exhibit 4.3 to the Company's Form 10-Q, dated November 9, 2012 (File No. 333-114041-07)).
|
|
|
|
4.5
|
|
Credit Agreement, dated January 26, 2011, among Ply Gem Holdings, Inc., Ply Gem Industries, Inc., Ply Gem Canada, Inc., the other borrowers named therein, each lender from time to time party thereto, UBS AG, Stamford Branch, as U.S. Administrative Agent, U.S. Collateral Agent and a U.S. L/C Issuer, UBS Loan Finance LLC, as U.S. Swing Line Lender, Wells Fargo Bank, National Association, as a U.S. L/C Issuer, UBS AG Canada Branch, as Canadian Administrative Agent, as Canadian Collateral Agent, as Canadian Swing Line Lender, and as a Canadian L/C Issuer, Credit Suisse, as a U.S. L/C Issuer, Credit Suisse, Toronto Branch, as a Canadian L/C Issuer, UBS Securities LLC, as Joint Lead Arranger and Joint Bookrunner, and Wells Fargo Capital Finance, LLC, as Co-Collateral Agent, Syndication Agent, Joint Lead Arranger and Joint Bookrunner (incorporated by reference from Exhibit 4.22 to the Company’s Form 10-K, dated March 21, 2011 (File No. 333-114041-07)).
|
|
|
|
4.6
|
|
Amendment No. 1 to Credit Agreement, dated as of August 11, 2011, by and among Ply Gem Industries, Inc., Ply Gem Canada, Inc., Ply Gem Holdings, Inc., the other Guarantors party thereto, the Lenders party thereto, UBS AG, Stamford Branch, as U.S. Administrative Agent, and UBS AG Canada Branch, as Canadian Administrative Agent (incorporated by reference from Exhibit 4.1 to the Company’s Form 10-Q, dated November 14, 2011 (File No. 333-114041-07)).
|
|
|
|
4.7
|
|
Incremental Assumption Agreement, dated as of August 11, 2011, by and among Ply Gem Industries, Inc., UBS AG, Stamford Branch, and Credit Suisse AG, Cayman Islands Branch (incorporated by reference from Exhibit 4.2 to the Company’s Form 10-Q, dated November 14, 2011 (File No. 333-114041-07)).
|
|
|
|
4.8
|
|
Incremental Assumption Agreement, dated as of August 11, 2011, by and among Ply Gem Industries, Inc., UBS AG, Stamford Branch, and Goldman Sachs Bank USA (incorporated by reference from Exhibit 4.3 to the Company’s Form 10-Q, dated November 14, 2011 (File No. 333-114041-07)).
|
|
|
|
4.9
|
|
Incremental Assumption Agreement, dated as of August 11, 2011, by and among Ply Gem Industries, Inc., UBS AG, Stamford Branch, and Royal Bank of Canada (incorporated by reference from Exhibit 4.4 to the Company’s Form 10-Q, dated November 14, 2011 (File No. 333-114041-07)).
|
|
|
|
4.10
|
|
Amendment No. 2 to Credit Agreement, dated as of September 21, 2012, by and among Ply Gem Industries, Inc., Ply Gem Canada, Inc., Ply Gem Holdings, Inc., the other Guarantors party thereto, the Lenders party thereto, UBS AG, Stamford Branch, as U.S. Administrative Agent, and UBS AG Canada Branch, as Canadian Administrative Agent (incorporated by reference from Exhibit 4.1 to the Company's Form 10-Q, dated November 9, 2012 (File No. 333-114041-07)).
|
|
|
|
4.11
|
|
Amended and Restated Lien Subordination and Intercreditor Agreement, dated as of February 11, 2011, among UBS AG, Stamford Branch, as Collateral Agent, Wells Fargo Bank, National Association, as Trustee and Noteholder Collateral Agent, Ply Gem Industries, Inc., Ply Gem Holdings, Inc. and the subsidiaries of Ply Gem Industries, Inc. listed on Schedule I thereto (incorporated by reference from Exhibit 4.23 to the Company’s Form 10-K, dated March 21, 2011 (File No. 333-114041-07)).
|
|
|
|
4.12
|
|
Intercreditor Agreement Supplement, dated as of August 2, 2012, by Foundation Labs by Ply Gem, LLC (incorporated by reference from Exhibit 4.6 to the Company's Form 10-Q, dated November 9, 2012 (File No. 333-114041-07)).
|
|
|
|
4.13
|
|
Collateral Agreement, dated February 11, 2011, among Ply Gem Industries, Inc., Ply Gem Holdings, Inc., the Guarantors named therein and Wells Fargo Bank, National Association, as Noteholder Collateral Agent (incorporated by reference from Exhibit 4.24 to the Company’s Form 10-K, dated March 21, 2011 (File No. 333-114041-07)).
|
|
|
|
4.14
|
|
Collateral Agreement Supplement, dated as of August 2, 2012, among Foundation Labs by Ply Gem, LLC and Wells Fargo Bank, National Association, as Noteholder Collateral Agent (incorporated by reference from Exhibit 4.7 to the Company's Form 10-Q, dated November 9, 2012 (File No. 333-114041-07)).
|
|
|
|
4.15
|
|
Intellectual Property Collateral Agreement, dated February 11, 2011, by Ply Gem Industries, Inc., Ply Gem Holdings, Inc. and the subsidiaries of Ply Gem Industries, Inc. listed on the Annex thereto in favor of Wells Fargo Bank, National Association, as Noteholder Collateral Agent (incorporated by reference from Exhibit 4.25 to the Company’s Form 10-K, dated March 21, 2011 (File No. 333-114041-07)).
|
|
|
|
4.16
|
|
U.S. Security Agreement, dated January 26, 2011, among Ply Gem Industries, Inc., Ply Gem Holdings, Inc., the domestic Guarantors party thereto, UBS AG, Stamford Branch, as Collateral Agent and Administrative Agent (incorporated by reference from Exhibit 4.26 to the Company’s Form 10-K, dated March 21, 2011 (File No. 333-114041-07)).
|
|
|
|
4.17
|
|
Supplement to U.S. Security Agreement, dated as of August 2, 2012, among Foundation Labs by Ply Gem, LLC and UBS AG, Stamford Branch, as Collateral Agent and Administrative Agent (incorporated by reference from Exhibit 4.8 to the Company's Form 10-Q, dated November 9, 2012 (File No. 333-114041-07)).
|
|
|
|
4.18
|
|
U.S. Guaranty, dated January 26, 2011, among Ply Gem Industries, Inc., Ply Gem Holdings, Inc., the domestic Guarantors party thereto, UBS AG, Stamford Branch, as Collateral Agent (incorporated by reference from Exhibit 4.27 to the Company’s Form 10-K, dated March 21, 2011 (File No. 333-114041-07)).
|
|
|
|
4.19
|
|
Supplement to U.S. Guaranty, dated as of August 2, 2012, among Foundation Labs by Ply Gem, LLC and UBS AG, Stamford Branch, as Collateral Agent (incorporated by reference from Exhibit 4.9 to the Company's Form 10-Q, dated November 9, 2012 (File No. 333-114041-07)).
|
|
|
|
4.20
|
|
U.S. Intellectual Property Security Agreement, dated January 26, 2011, among Ply Gem Industries, Inc., Ply Gem Holdings, Inc., certain domestic Guarantors party thereto and UBS AG, Stamford Branch, as Collateral Agent (incorporated by reference from Exhibit 4.28 to the Company’s Form 10-K, dated March 21, 2011 (File No. 333-114041-07)).
|
|
|
|
4.21
|
|
U.S. Intellectual Property Security Agreement, dated March 11, 2011, among Ply Gem Industries, Inc., Ply Gem Holdings, Inc., certain domestic Guarantors party thereto and UBS AG, Stamford Branch, as collateral Agent (incorporated by reference from Exhibit 4.29 to the Company’s Form 10-K, dated March 21, 2011 (File No. 333-114041-07)).
|
|
|
|
4.22
|
|
Canadian Security Agreement, dated January 26, 2011, by Ply Gem Canada, Inc. in favor of UBS AG Canada Branch, as Canadian Collateral Agent (incorporated by reference from Exhibit 4.30 to the Company’s Form 10-K, dated March 21, 2011 (File No. 333-114041-07)).
|
|
|
|
4.23
|
|
Canadian Intellectual Property Security Agreement, dated January 26, 2011, by Ply Gem Canada, Inc. in favor of UBS AG Canada Branch, as Canadian Collateral Agent (incorporated by reference from Exhibit 4.31 to the Company’s Form 10-K, dated March 21, 2011 (File No. 333-114041-07)).
|
|
|
|
10.1
|
*
|
Amended and Restated Ply Gem Prime Holdings, Inc. Phantom Stock Plan, dated as of February 24, 2006. (incorporated by reference from Exhibit 10.3 to the Company’s Form 10-K, dated March 27, 2006 (File No. 333-114041-07)).
|
|
|
|
10.2
|
*
|
Amendment to Ply Gem Prime Holdings, Inc. Phantom Stock Plan, dated as of September 25, 2006. (incorporated by reference from Exhibit 10.3 to the Company’s Form 10-Q dated November 13, 2006 (File No. 333-114041-07)).
|
|
|
|
10.3
|
*
|
Phantom Incentive Unit Award Agreement Amendment letter to Lynn Morstad, dated as of September 25, 2006. (incorporated by reference from Exhibit 10.5 to the Company’s Form 10-Q dated November 13, 2006 (File No. 333-114041-07)).
|
|
|
|
10.4
|
*
|
Phantom Incentive Unit Award Agreement Amendment letter to Michael Haley, dated as of September 25, 2006. (incorporated by reference from Exhibit 10.6 to the Company’s Form 10-Q dated November 13, 2006 (File No. 333-114041-07)).
|
|
|
|
10.5
|
*
|
Ply Gem Prime Holdings, Inc. 2004 Stock Option Plan, dated as of February 24, 2006. (incorporated by reference from Exhibit 10.4 to the Company’s Form 10-K, dated March 27, 2006 (File No. 333-114041-07)).
|
|
|
|
10.6
|
*
|
Form of Incentive Stock Option Agreement for Ply Gem Prime Holdings, Inc. 2004 Stock Option Plan. (incorporated by reference from Exhibit 10.5 to the Company’s Form 10-K, dated March 27, 2006 (File No. 333-114041-07)).
|
|
|
|
10.7
|
*
|
Ply Gem Prime Holdings, Inc. Long Term Incentive Plan (incorporated by reference from Exhibit 10.7 to the Company’s Form 10-K dated March 16, 2012 (File No. 333-114041-07)).
|
|
|
|
10.8
|
*
|
Form of Performance Unit Award Agreement for Ply Gem Prime Holdings, Inc. Long Term Incentive Plan (incorporated by reference from Exhibit 10.8 to the Company’s Form 10-K dated March 16, 2012 (File No. 333-114041-07)).
|
|
|
|
10.9
|
*
|
Form of Restricted Unit Award Agreement for Ply Gem Prime Holdings, Inc. Long Term Incentive Plan (incorporated by reference from Exhibit 10.9 to the Company’s Form 10-K dated March 16, 2012 (File No. 333-114041-07)).
|
|
|
|
10.10
|
*
|
Form of Restricted Stock Award Agreement for Ply Gem Prime Holdings, Inc. Long Term Incentive Plan (incorporated by reference from Exhibit 10.10 to the Company’s Form 10-K dated March 16, 2012 (File No. 333-114041-07)).
|
|
|
|
10.11
|
|
General Advisory Agreement dated as of February 12, 2004, between Ply Gem Industries, Inc. and CxCIC LLC (incorporated by reference from Exhibit 10.14 to the Company’s Registration Statement on Form S-4 (File No. 333-114041)).
|
|
|
|
10.12
|
|
Amendment No. 1 to Advisory Agreement, dated as of November 6, 2012, between Ply Gem Industries, Inc. and CxCIC LLC (incorporated by reference from Exhibit 10.2 to the Company's Form 10-Q, dated November 9, 2012 (File No. 333-114041-07)).
|
|
|
|
10.13
|
|
Second Amended and Restated Tax Sharing Agreement dated as of March 17, 2011, and effective as of January 11, 2010, between Ply Gem Prime Holdings, Inc., Ply Gem Holdings, Inc. and Ply Gem Industries, Inc. (incorporated by reference from Exhibit 10.10 to the Company’s Form 10-K, dated March 21, 2011 (File No. 333-114041-07)).
|
|
|
|
10.14
|
|
Stock Purchase Agreement, dated as of November 22, 2002, between Alcoa Building Products, Inc., Ply Gem Industries, Inc. and Nortek, Inc. (incorporated by reference from Exhibit 10.18 to the Company’s Registration Statement on Form S-4 (File No. 333-114041)).
|
|
|
|
10.15
|
*
|
Amended and Restated Retention Agreement with John C. Wayne, dated as of December 31, 2008 (incorporated by reference from Exhibit 10.13 to the Company’s Form 10-K, dated March 30, 2009 (File No. 333-114041-07)).
|
|
|
|
10.16
|
*
|
Letter to John C. Wayne, dated as of December 13, 2011, regarding Renewal of Amended and Restated Retention Agreement(incorporated by reference from Exhibit 10.15 to the Company’s Form 10-K dated March 16, 2012 (File No. 333-114041-07)).
|
|
|
|
10.17
|
*
|
Letter to John C. Wayne, dated as of December 17, 2012, regarding Renewal of Amended and Restated Retention Agreement.
|
|
|
|
10.18
|
*
|
Amended and Restated Retention Agreement with Lynn Morstad, dated as of December 31, 2008 (incorporated by reference from Exhibit 10.14 to the Company’s Form 10-K, dated March 30, 2009 (File No. 333-114041-07)).
|
|
|
|
10.19
|
*
|
Letter to Lynn Morstad, dated as of December 13, 2011, regarding Renewal of Amended and Restated Retention Agreement(incorporated by reference from Exhibit 10.15 to the Company’s Form 10-K dated March 16, 2012 (File No. 333-114041-07)).
|
|
|
|
10.20
|
*
|
Letter to Lynn Morstad, dated as of December 17, 2012, regarding Renewal of Amended and Restated Retention Agreement.
|
|
|
|
10.21
|
*
|
Amended and Restated Rentention Agreement with John Buckley, dated as of December 31, 2008.
|
|
|
|
10.22
|
*
|
Letter to John Buckley, dated as of December 13, 2011, regarding Renewal of Amended and Restated Retention Agreement.
|
|
|
|
10.23
|
*
|
Letter to John Buckley, dated as of December 17, 2012, regarding Renewal of Amended and Restated Retention Agreement.
|
|
|
|
10.24
|
*
|
Amended and Restated Retention Agreement with David Schmoll, dated as of December 31, 2008(incorporated by reference from Exhibit 10.20 to the Company’s Form 10-K dated March 16, 2012 (File No. 333-114041-07)).
|
|
|
|
10.25
|
*
|
Letter to David Schmoll, dated as of December 13, 2011, regarding Renewal and Amended and Restated Retention Agreement (incorporated by reference from Exhibit 10.21 to the Company’s Form 10-K dated March 16, 2012 (File No. 333-114041-07)).
|
|
|
|
10.26
|
*
|
Letter to David Schmoll, dated as of December 17, 2012, regarding Renewal and Amended and Restated Retention Agreement.
|
|
|
|
10.27
|
*
|
Employment Agreement with Gary E. Robinette, dated as of August 14, 2006. (incorporated by reference from Exhibit 10.2 to the Company’s Form 10-Q dated November 13, 2006 (File No. 333-114041-07)).
|
|
|
|
10.28
|
*
|
First Amendment to Employment Agreement with Gary E. Robinette, dated as of November 11, 2011(incorporated by reference from Exhibit 10.23 to the Company’s Form 10-K dated March 16, 2012 (File No. 333-114041-07)).
|
|
|
|
10.29
|
*
|
Retention Bonus Award letter to Gary E. Robinette, dated as of November 7, 2008 (incorporated by reference from Exhibit 10.1 to the Company’s Form 10-Q, dated November 10, 2008 (File No. 333-114041-07)).
|
|
|
|
10.30
|
*
|
Retention Bonus Award Amendment with Gary E. Robinette, dated as of May 27, 2010 (incorporated by reference from Exhibit 10.18 to the Company’s Registration Statement on Form S-1 (File No. 333-167193)).
|
|
|
|
10.31
|
*
|
Retention Bonus Award letter to Gary E. Robinette, dated as of November 11, 2011 (incorporated by reference from Exhibit 10.26 to the Company’s Form 10-K dated March 16, 2012 (File No. 333-114041-07)).
|
|
|
|
10.32
|
*
|
Amended and Restated Retention Agreement with Shawn K. Poe, dated as of November 7, 2008 (incorporated by reference from Exhibit 10.1 to the Company’s Form 10-Q, dated November 10, 2008 (File No. 333-114041-07)).
|
|
|
|
10.33
|
*
|
Letter to Shawn K. Poe, dated as of December 13, 2011, regarding Renewal of Amended and Restated Retention Agreement(incorporated by reference from Exhibit 10.28 to the Company’s Form 10-K dated March 16, 2012 (File No. 333-114041-07)).
|
|
|
|
10.34
|
*
|
Letter to Shawn K. Poe, dated as of December 17, 2012, regarding Renewal of Amended and Restated Retention Agreement.
|
|
|
|
10.35
|
*
|
Retention Bonus Award letter to Shawn K. Poe, dated as of November 11, 2011(incorporated by reference from Exhibit 10.29 to the Company’s Form 10-K dated March 16, 2012 (File No. 333-114041-07)).
|
|
|
|
10.36
|
|
Repurchase Agreement, dated as of November 11, 2011, between Gary E. Robinette and Ply Gem Prime Holdings, Inc(incorporated by reference from Exhibit 10.30 to the Company’s Form 10-K dated March 16, 2012 (File No. 333-114041-07)).
|
|
|
|
21.1
|
|
List of Subsidiaries (incorporated by reference from Exhibit 21.1 to the Company’s Form S-4, dated December 11, 2012 (File No. 333-145386-06)).
|
|
|
|
31.1
|
|
Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
31.2
|
|
Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
32.1
|
|
Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
32.2
|
|
Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
101
|
|
The following financial statements from the Annual Report on Form 10-K for the fiscal year ended December 31, 2012, were formatted in XBRL (Extensible Business Reporting Language): (i) Consolidated Statements of Operations; (ii) Consolidated Balance Sheets; (iii) Consolidated Statements of Cash Flows; (iv) Consolidated Statements of Stockholder's Equity (Deficit) and Comprehensive Income (Loss); and (v) Notes to Consolidated Financial Statements. **
|
|
|
|
(Amounts in thousands)
|
|
Balance at
Beginning of Year |
|
Charged to
Costs and Expenses |
|
Charged to
Other Accounts |
|
Uncollectible accounts
written off, net of recoveries |
|
Balance at
End of Year |
||||||||||
Year ended December 31, 2012
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Allowance for doubtful accounts and sales allowances............
|
|
$
|
3,883
|
|
|
$
|
778
|
|
|
$
|
—
|
|
|
$
|
(1,077
|
)
|
|
$
|
3,584
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Year ended December 31, 2011
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Allowance for doubtful accounts and sales allowances............
|
|
$
|
5,294
|
|
|
$
|
1,501
|
|
|
$
|
(24
|
)
|
|
$
|
(2,888
|
)
|
|
$
|
3,883
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Year ended December 31, 2010
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Allowance for doubtful accounts and sales allowances…………
|
|
$
|
5,467
|
|
|
$
|
3,193
|
|
|
$
|
(43
|
)
|
|
$
|
(3,323
|
)
|
|
$
|
5,294
|
|
|
Sincerely,
|
|
|
|
PLY GEM INDUSTRIES, INC.
|
|
|
|
By:
/s/ Gary E. Robinette
|
|
Name: Gary E. Robinette
|
|
Title: President and Chief Executive Officer
|
|
|
|
|
|
|
Acknowledged and Agreed:
|
|
|
|
|
|
/s/ John C. Wayne
|
|
John C. Wayne
|
|
|
Sincerely,
|
|
|
|
PLY GEM INDUSTRIES, INC.
|
|
|
|
By:
/s/ Gary E. Robinette
|
|
Name: Gary E. Robinette
|
|
Title: President and Chief Executive Officer
|
|
|
|
|
|
|
Acknowledged and Agreed:
|
|
|
|
|
|
/s/ Lynn Morstad
|
|
Lynn Morstad
|
|
(1)
|
Assignment to you of any duties that are inconsistent with your position, duties and responsibilities and status with Employer as of the date of this Agreement;
|
(2)
|
Your Employer's reduction of your base salary;
|
(3)
|
Without your express written consent, your Employer's requiring you to be based anywhere other than within 50 miles of your office location immediately prior to such required relocation, except for required travel on your Employer's business;
|
(4)
|
Any action by your Employer that would deprive you of any material employee benefit enjoyed by you, except where such change is applicable to all employees participating in such benefit plan;
|
(5)
|
Any breach by Ply Gem or your Employer of any provision of this letter agreement or the Release and Restrictive Covenant Agreement.
|
|
If to you, to the address as shall most currently appear on
|
|
the records of your Employer
|
|
|
|
If to Ply Gem, to:
|
|
|
|
Ply Gem Industries, Inc.
|
|
5020 Weston Parkway, Suite 400
|
|
Cary, North Carolina 27513
|
|
Fax: (919) 677-3914
|
|
Attn: Senior Vice President, Human Resources
|
|
Sincerely,
|
|
|
|
PLY GEM INDUSTRIES, INC.
|
|
|
|
By:
/s/ Gary E. Robinette
|
|
Name: Gary E. Robinette
|
|
Title: President and Chief Executive Officer
|
|
|
|
|
|
|
Acknowledged and Agreed:
|
|
|
|
|
|
/s/ John Buckley
|
|
John Buckley
|
|
I.
|
Release of Claims
|
II.
|
Proceedings
|
III.
|
Time to Consider
|
IV.
|
Revocation
|
V.
|
No Admission
|
VI.
|
Restrictive Covenants
|
VII.
|
Enforcement
|
VIII.
|
General Provisions
|
|
If to the Employee, to the address as shall most currently
|
|
appear on the records of the Company
|
|
|
|
If to the Company, to:
|
|
|
|
Ply Gem Industries, Inc.
|
|
5020 Weston Parkway, Suite 400
|
|
Cary, North Carolina 27513
|
|
Fax: (919) 677-3914
|
|
Attn: Senior Vice President, Human Resources
|
|
EMPLOYEE
|
|
|
|
___________________________
|
|
John Buckley
|
|
|
|
|
|
PLY GEM INDUSTRIES, INC.
|
|
|
|
|
|
By: _______________________
|
|
Name: Gary E. Robinette
|
|
Title: President and Chief Executive Officer
|
|
Sincerely,
|
|
|
|
PLY GEM INDUSTRIES, INC.
|
|
|
|
By:
/s/ Gary E. Robinette
|
|
Name: Gary E. Robinette
|
|
Title: President and Chief Executive Officer
|
|
|
|
|
|
|
Acknowledged and Agreed:
|
|
|
|
|
|
/s/ John Buckley
|
|
John Buckley
|
|
|
Sincerely,
|
|
|
|
PLY GEM INDUSTRIES, INC.
|
|
|
|
By:
/s/ Gary E. Robinette
|
|
Name: Gary E. Robinette
|
|
Title: President and Chief Executive Officer
|
|
|
|
|
|
|
Acknowledged and Agreed:
|
|
|
|
|
|
/s/ John Buckley
|
|
John Buckley
|
|
|
Sincerely,
|
|
|
|
PLY GEM INDUSTRIES, INC.
|
|
|
|
By:
/s/ Gary E. Robinette
|
|
Name: Gary E. Robinette
|
|
Title: President and Chief Executive Officer
|
|
|
|
|
|
|
Acknowledged and Agreed:
|
|
|
|
|
|
/s/ David Schmoll
|
|
David Schmoll
|
|
|
Sincerely,
|
|
|
|
PLY GEM INDUSTRIES, INC.
|
|
|
|
By:
/s/ Gary E. Robinette
|
|
Name: Gary E. Robinette
|
|
Title: President and Chief Executive Officer
|
|
|
|
|
|
|
Acknowledged and Agreed:
|
|
|
|
|
|
/s/ Shawn K. Poe
|
|
Shawn K. Poe
|
|
|
/s/ Gary E. Robinette
|
Name:
|
Gary E. Robinette
|
Title:
|
President and Chief Executive Officer
|
|
/s/ Shawn K. Poe
|
Name:
|
Shawn K. Poe
|
Title:
|
Vice President, Chief Financial Officer, Treasurer and Secretary
|
Date: March 15, 2013
|
/s/ Gary E. Robinette
|
|
Gary E. Robinette
|
|
President and Chief Executive Officer
|
Date: March 15, 2013
|
/s/ Shawn K. Poe
|
|
Shawn K. Poe
|
|
Vice President, Chief Financial Officer, Treasurer and Secretary
|