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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Title of each class:
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Name of each exchange on which registered:
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Common Stock, par value $0.01 per share
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New York Stock Exchange
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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. MWM Holding is part of our Windows and Doors segment and operates under common leadership with our other U.S. window businesses.
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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. Alenco is part of our Windows and Doors segment and operates under common leadership with our other U.S. window businesses.
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•
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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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•
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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. Pacific Windows is part of our Windows and Doors segment and operates under common leadership with our U.S. windows business.
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•
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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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•
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On April 9, 2013, Ply Gem acquired the capital stock of Gienow WinDoor Ltd. (which was amalgamated into Gienow Canada Inc. with our legacy Ply Gem Canada business effective January 2014) ("Gienow"), a manufacturer of windows and doors in Western Canada. Gienow is part of our Western Canadian windows business and is part of the Windows and Doors segment.
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•
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On May 31, 2013, Ply Gem completed the acquisition of Mitten Inc. ("Mitten"), a manufacturer of vinyl siding and distributor of various other exterior building products in Canada. The majority of Mitten's operations are part of the Siding, Fencing and Stone segment.
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•
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On September 19, 2014, Ply Gem acquired the capital stock of Fortune Brands Windows Inc., and its direct and indirect wholly owned subsidiaries: Simonton Building Products LLC, Simonton Industries, Inc., Simonton Windows, Inc., and SimEx, Inc (together "Simonton"). Simonton is a premier repair and remodeling window company with leading brand recognition and is part of the Windows and Doors segment.
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•
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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 continued recovery in new construction and the anticipated recovery in the home repair and remodeling market. The National Association of Home Builders’ (“NAHB”)
2014
estimate of single family housing starts was 646,000, which was approximately 37% 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.
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•
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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 2014, our U.S. vinyl siding leading market position decreased to approximately 38.8% after increasing to our 39.5% position in 2013 from 2012. In 2013, we continued to achieve strategic market share gains obtaining new regional window business with a large home center. In 2014, we also expanded our repair and remodeling presence with the Simonton acquisition and entered new product categories such as PVC trim and engineered slate roofing.
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•
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Expand Brand Coverage and Product Innovation
.
Ply Gem is an industry leader with a strong portfolio of product brands. This portfolio allows us the unique ability to provide a broad range of solutions for the exterior of a home and deliver the greatest value to the broadest segment of customers. We are committed to building brand equity with our customers, trade professionals and consumers and we invest in tracking the Ply Gem brands and competitive brand health with primary research. We utilize an integrated marketing approach to leverage our investment across businesses with a goal of optimizing our results. We have committed resources to advancement in Digital Marketing, Search Optimization, Lead Generation and Website User Experience to engage with our target audiences directly. Our social marketing efforts across Ply Gem brands and Simonton brands give us access to over 80,000 people directly and often experience shares and amplification values greater than 1 million per message. We continue to advertise our brands and products using traditional media such as national trade magazines, national cable TV, Angie's List and Cause Marketing Initiatives like Home for our Troops and Habitat for Humanity. Our public relations efforts are powerful in building awareness of Ply Gem products where we reach approximately 40 million impressions annually across the United States and Canada. Ply Gem will continue to invest in the success of The Designed Exterior by Ply Gem. This platform will focus on the Company's ability to deliver a complete designed exterior as a single manufacturer. The 2014 pilot program in Cincinnati validated the concept of design inspiration for the homeowner and the benefits of selling the total designed exterior for our customers and trade professionals.
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•
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Drive Operational Leverage and Further Improvements
.
While we reduced our production capacity during the housing downturn, 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. 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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Mitten
®
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Ply Gem Fence/Rail
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Ply Gem
®
Stone
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Ply Gem
®
Trim and Mouldings (1)
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Ply Gem Roofing (2)
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Specialty/Super Premium
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Cedar Discovery
®
Structure
®
Home Insulation System™
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Heritage Cedar®™
Climaforce™
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Cedar Select
®
American Essence™
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Cedar Dimensions™
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670 Series™ Hand Split
650 Series™ Shingle Siding
660 Series™ Round Cut Siding
800 Series Insulated Siding |
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Cedar Spectrum™
Caliber™ High Performance Insulated Siding
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InsulPlankII
Grand River
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Fieldstone Tuscan
Fieldstone Shadow
Ledgestone
Cut Cobblestone
Cobblestone
Ridgestone
Riverstone Brick
True Stack
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Premium
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Quest®
T-Lok
®
Barkwood
®
Liberty Elite
®
Board + Batten
Designer Series™ Carvedwood 44® |
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Timber Oak Ascent™
Vortex Extreme™
Board + Batten
Camden Pointe® |
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American Splendor
®
American Accents
Board + Batten™ |
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Dimensions
®
Board + Batten
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480 Series™
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Cedar Lane
®
Lane®
Compass™
Select Board + Batten
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Sentry
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Elegance Vinyl Fence
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Trim Boards
Corners
Post Wraps
Mouldings
Beadboard
Skirtboard Sheets J-Notch Trim Post Accents |
Engineered Slate Polymer
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Standard
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Ovation™
Charleston Beaded
®
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Nottingham
®
Ashton Heights
®
Victoran Harbor
®
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American Herald
®
American Tradition
American 76 Beaded
®
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Progressions
®
Colonial Beaded
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440 Series™
450 Series™ Beaded |
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Forest Ridge
®
Shadow Ridge
®
Castle Ridge
®
Chatham Ridge® Somerset™ Coastal |
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Southern Beaded
Highland Cambridge
Entree
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Performance Vinyl Fence and Rail
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Economy
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Mill Creek®
Brentwood®
Eclipse™
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Contractors Choice
®
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American Comfort
®
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Evolutions
®
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410 Series™
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Vision Pro
®
Parkside
®
Oakside
®
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Oregon Pride
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Classic Vinyl Fence
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Ply Gem U.S. Windows
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Mastic by Ply Gem
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Great Lakes
Window
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Ply Gem Canada
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Simonton
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New Construction
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Replacement
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Replacement
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New Construction & Replacement
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New Construction
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Replacement
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Specialty/Super-Premium
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Mira
®
Premium Series
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Uniframe
®
EcoSMART
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Signature
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Impressions 9800
VantagePointe
TM
6500
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Premium
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Mira
®
Premium Series
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Premium Series
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Mastic 5000
Series
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Lifestyles
®
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Design Enviro Fiber Stain
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ProFinish
®
Brickmould 600
ProFinish
®
Master
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Daylight Max
TM
Lumera
TM
Reflections
®
5500
Stormbreaker Plus
VantagePointe
TM
6100
VantagePointe
TM
6200
VantagePointe
TM
6200
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Standard
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1500 Vinyl Collection
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Pro Series
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Mastic 4000
Series
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Seabrooke
®
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Classic Comfort Fiber Tuff
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ProFinish
®
Brickmould 300
ProFinish
®
Contractor
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Madeira
Reflections
®
5300
VantagePointe
TM
6060
ClearValue
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Economy
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Builder Series
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Contractor Series
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Mastic 3000
Series
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Bayshore
®
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Vista
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ProFinish
®
Builder
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Verona
Asure
TM
Reflections
®
5050
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•
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As of
December 31, 2014
, we had 8,277 full-time employees worldwide, of whom 6,919 were in the United States and 1,358 were in Canada. Employees at our Calgary, Alberta plant and our Bryan, Texas plant are currently our only employees with whom we have a collective bargaining agreement.
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•
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Approximately 7.7% of our total employees are represented by the United Brotherhood of Carpenters and Joiners of America. These Canadian employees remain subject to the terms of the Collective Bargaining Agreement ("CBA") which nominally expired on December 31, 2014. A new CBA is currently being negotiated and expected to be agreed upon and ratified during 2015.
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•
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Approximately 6.5% 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 2016.
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•
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$1,304.6 million from United States customers
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•
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$250.8 million from Canadian customers
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•
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$11.2 million from all other foreign customers
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•
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$1,140.5 million from United States customers
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•
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$217.5 million from Canadian customers
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•
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$7.6 million from all other foreign customers
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•
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$1,043.6 million from United States customers
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•
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$74.4 million from Canadian customers
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•
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$3.3 million from all other foreign customers
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•
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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;
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•
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limit our flexibility in planning for, or reacting to, changes in our business, the industry in which we operate and the general economy;
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•
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place us at a disadvantage compared to our competitors that have less debt;
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•
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expose us to fluctuations in the interest rate environment because the interest rates of our ABL Facility and our Term Loan Facility are at variable rates; and
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•
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limit our ability to borrow additional funds.
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•
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incur and guarantee indebtedness or issue equity interests of restricted subsidiaries;
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•
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repay subordinated indebtedness prior to its stated maturity;
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•
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pay dividends or make other distributions on or redeem or repurchase our stock;
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•
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issue capital stock;
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•
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make certain investments or acquisitions;
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•
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create liens;
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•
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sell certain assets or merge with or into other companies;
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•
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enter into certain transactions with stockholders and affiliates;
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•
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make capital expenditures; and
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•
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pay dividends, distributions or other payments from our subsidiaries.
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(1)
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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.
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(2)
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This property was subleased to a third party starting in 2010.
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Year
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High
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Low
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||||
2014:
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||||
Fourth Quarter
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$
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14.07
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$
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9.60
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Third Quarter
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13.26
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8.15
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Second Quarter
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13.65
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9.75
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First Quarter
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18.10
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11.06
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||
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||||
2013:
|
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||||
Fourth Quarter
|
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$
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18.45
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$
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13.58
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Third Quarter
|
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20.80
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|
14.04
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Second Quarter (from May 23, 2013)
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24.46
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|
19.06
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||
First Quarter
|
|
n/a
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|
n/a
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For the year ended December 31,
|
||||||||||||||||||
(Amounts in thousands, except per share data)
|
|
2014 (1)
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2013 (2)
|
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2012
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2011
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2010
|
||||||||||
Statement of operations data:
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||||||||||
Net sales
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$
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1,566,643
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$
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1,365,581
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$
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1,121,301
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|
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$
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1,034,857
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|
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$
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995,906
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Cost of products sold
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1,258,842
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1,106,911
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877,102
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824,325
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779,946
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|||||
Gross profit
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307,801
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258,670
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244,199
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210,532
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215,960
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|||||
Operating expenses:
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|||||||||
Selling, general and administrative expenses
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224,163
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187,131
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147,242
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138,912
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|
130,460
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|
|||||
Amortization of intangible assets
|
|
22,140
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|
20,236
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|
26,937
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|
26,689
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|
27,099
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|
|||||
Initial public offering costs
|
|
—
|
|
|
23,527
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|
—
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|
—
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|
|
—
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|
|||||
Write-off of previously capitalized offering costs
|
|
—
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|
|
—
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|
|
—
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—
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|
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1,571
|
|
|||||
Total operating expenses
|
|
246,303
|
|
|
230,894
|
|
|
174,179
|
|
|
165,601
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|
159,130
|
|
|||||
Operating earnings
|
|
61,498
|
|
|
27,776
|
|
|
70,020
|
|
|
44,931
|
|
|
56,830
|
|
|||||
Foreign currency gain (loss)
|
|
(992
|
)
|
|
(1,533
|
)
|
|
409
|
|
|
492
|
|
|
510
|
|
|||||
Interest expense
|
|
(71,269
|
)
|
|
(92,046
|
)
|
|
(103,133
|
)
|
|
(101,488
|
)
|
|
(122,992
|
)
|
|||||
Interest income
|
|
83
|
|
|
362
|
|
|
91
|
|
|
104
|
|
|
159
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|
|||||
Tax receivable agreement liability adjustment
|
|
670
|
|
|
5,167
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Gain (loss) on modification or extinguishment of debt
|
|
(21,364
|
)
|
|
(18,948
|
)
|
|
(3,607
|
)
|
|
(27,863
|
)
|
|
98,187
|
|
|||||
Income (loss) before provision (benefit) for income taxes
|
|
(31,374
|
)
|
|
(79,222
|
)
|
|
(36,220
|
)
|
|
(83,824
|
)
|
|
32,694
|
|
|||||
Provision (benefit) for income taxes
|
|
(105
|
)
|
|
298
|
|
|
2,835
|
|
|
683
|
|
|
5,027
|
|
|||||
Net income (loss)
|
|
$
|
(31,269
|
)
|
|
$
|
(79,520
|
)
|
|
$
|
(39,055
|
)
|
|
$
|
(84,507
|
)
|
|
$
|
27,667
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Per basic common share:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net income (loss) applicable to common shares
|
|
$
|
(0.46
|
)
|
|
$
|
(1.32
|
)
|
|
$
|
(0.80
|
)
|
|
$
|
(1.73
|
)
|
|
$
|
0.57
|
|
Per diluted common share:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net income (loss) applicable to common shares
|
|
$
|
(0.46
|
)
|
|
$
|
(1.32
|
)
|
|
$
|
(0.80
|
)
|
|
$
|
(1.73
|
)
|
|
$
|
0.57
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Total assets
|
|
$
|
1,254,575
|
|
|
$
|
1,040,974
|
|
|
$
|
881,850
|
|
|
$
|
892,912
|
|
|
$
|
922,237
|
|
Long-term debt, less current maturities
|
|
$
|
988,917
|
|
|
$
|
817,028
|
|
|
$
|
964,384
|
|
|
$
|
961,670
|
|
|
$
|
894,163
|
|
(1)
|
Includes the results of Simonton from the date of acquisition, September 19, 2014.
|
(2)
|
Includes the results of Gienow from the date of acquisition, April 9, 2013 and Mitten from the date of acquisition, May 31, 2013.
|
•
|
On August 27, 2004, Ply Gem acquired MWM Holding, a manufacturer of vinyl, wood, wood-clad, composite, impact and aluminum windows, for a purchase price, net of cash acquired of $330.9 million. MWM Holding is part of our Windows and Doors segment and operates under common leadership with our U.S. window business.
|
•
|
On February 24, 2006, Ply Gem acquired Alenco, a manufacturer of aluminum and vinyl windows products, for a purchase price, net of cash acquired of $126.8 million. This acquisition supported our national window strategy. Alenco is part of our Windows and Doors segment and operates under common leadership with our U.S. window business.
|
•
|
On October 31, 2006, Ply Gem completed the acquisition of MHE, a leading manufacturer of vinyl siding, aluminum siding, injection molded shutters and vinyl, aluminum and injection molded accessories, for a purchase price, net of cash acquired of $295.9 million. 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, for a purchase price, net of cash acquired, of $36.6 million. Pacific Windows is part of our Windows and Doors segment and operates under common leadership with our U.S. windows business.
|
•
|
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, for a purchase price, net of cash acquired of $3.6 million.
|
•
|
On July 30, 2012, Ply Gem acquired substantially all of the assets of Greendeck Products, LLC, a composite products development company, for a purchase price of approximately $1.0 million, subject to certain purchase price adjustments.
|
•
|
On April 9, 2013, Ply Gem acquired all of the capital stock of Gienow WinDoor Ltd. (which was amalgamated into Gienow Canada Inc.) ("Gienow"), a manufacturer of windows and doors in Western Canada, for a purchase price, net of cash acquired, of $20.4 million. Gienow is part of our Western Canadian windows business and is part of the Windows and Doors segment.
|
•
|
On May 31, 2013, Ply Gem acquired all of the capital stock of Mitten Inc. ("Mitten"), a manufacturer of vinyl siding and distributor of various other exterior building products in Canada, for a purchase price, net of cash acquired, of $76.8 million. The majority of Mitten's operations are part of the Siding, Fencing and Stone segment.
|
•
|
On September 19, 2014, Ply Gem completed an acquisition for cash consideration of approximately $130.0 million to acquire the capital stock of Fortune Brands Windows Inc., and its direct and indirect wholly owned subsidiaries Simonton Building Products LLC, Simonton Industries, Inc., Simonton Windows, Inc., and SimEx, Inc. Simonton is a premier repair and remodeling window company with leading brand recognition and is now part of the Windows and Doors segment.
|
|
|
Windows and Doors
|
||||||||||
|
|
As of
November 22, 2014 |
|
As of
November 23, 2013 |
|
As of
November 24, 2012 |
||||||
Assumptions:
|
|
|
|
|
|
|
||||||
Income approach:
|
|
|
|
|
|
|
||||||
Estimated housing starts in terminal year
|
|
1,100,000
|
|
|
1,100,000
|
|
|
1,050,000
|
|
|||
Terminal growth rate
|
|
3.5
|
%
|
|
3.5
|
%
|
|
3.5
|
%
|
|||
Discount rates
|
|
19.0
|
%
|
|
20.0
|
%
|
|
18.0
|
%
|
|||
|
|
|
|
|
|
|
||||||
Market approach:
|
|
|
|
|
|
|
|
|
||||
Control premiums
|
|
5.0
|
%
|
|
5.0
|
%
|
|
20.0
|
%
|
|||
|
|
|
|
|
|
|
||||||
Sensitivities:
|
|
|
|
|
|
|
|
|
||||
(Amounts in thousands)
|
|
|
|
|
|
|
|
|
||||
Estimated fair value decrease in the event of a
|
|
|
|
|
|
|
|
|
||||
1% decrease in the terminal year growth
|
|
$
|
10,110
|
|
|
$
|
4,500
|
|
|
$
|
8,000
|
|
Estimated fair value decrease in the event of a
|
|
|
|
|
|
|
|
|
||||
1% increase in the discount rate
|
|
30,660
|
|
|
17,000
|
|
|
22,000
|
|
|||
Estimated fair value decrease in the event of a
|
|
|
|
|
|
|
|
|
||||
1% decrease in the control premium
|
|
4,362
|
|
|
3,000
|
|
|
3,000
|
|
|
|
Siding, Fencing, and Stone
|
||||||||||
|
|
As of
November 22, 2014 |
|
As of
November 23, 2013 |
|
As of
November 24, 2012 |
||||||
Assumptions:
|
|
|
|
|
|
|
||||||
Income approach:
|
|
|
|
|
|
|
||||||
Estimated housing starts in terminal year
|
|
1,100,000
|
|
|
1,100,000
|
|
|
1,050,000
|
|
|||
Terminal growth rate
|
|
3.0
|
%
|
|
3.0
|
%
|
|
3.0
|
%
|
|||
Discount rates
|
|
11.0
|
%
|
|
11.5
|
%
|
|
13.0
|
%
|
|||
|
|
|
|
|
|
|
||||||
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
|
|
$
|
101,916
|
|
|
$
|
89,000
|
|
|
$
|
62,000
|
|
Estimated fair value decrease in the event of a
|
|
|
|
|
|
|
|
|
||||
1% increase in the discount rate
|
|
178,819
|
|
|
161,000
|
|
|
135,000
|
|
|||
Estimated fair value decrease in the event of a
|
|
|
|
|
|
|
|
|
||||
1% decrease in the control premium
|
|
15,440
|
|
|
16,000
|
|
|
14,000
|
|
(Amounts in thousands)
|
|
As of
|
|
As of
|
|
As of
|
||||||
|
|
November 22,
|
|
November 23,
|
|
November 24,
|
||||||
|
|
2014
|
|
2013
|
|
2012
|
||||||
Estimated Windows and Doors reporting unit fair value increase in the event of a 10% increase in the weighting of the market multiples method
|
|
$
|
5,000
|
|
|
$
|
—
|
|
|
$
|
—
|
|
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
|
|
15,000
|
|
|
20,000
|
|
|
30,000
|
|
|
|
Year ended December 31,
|
||||||||||
(Amounts in thousands)
|
|
2014
|
|
2013
|
|
2012
|
||||||
Net Sales
|
|
|
|
|
|
|
||||||
Siding, Fencing, and Stone
|
|
$
|
801,601
|
|
|
$
|
737,841
|
|
|
$
|
658,045
|
|
Windows and Doors
|
|
765,042
|
|
|
627,740
|
|
|
463,256
|
|
|||
Operating earnings (loss)
|
|
|
|
|
|
|
|
|
|
|||
Siding, Fencing, and Stone
|
|
113,089
|
|
|
111,918
|
|
|
110,456
|
|
|||
Windows and Doors
|
|
(27,660
|
)
|
|
(38,537
|
)
|
|
(20,565
|
)
|
|||
Unallocated
|
|
(23,931
|
)
|
|
(45,605
|
)
|
|
(19,871
|
)
|
|||
Foreign currency gain (loss)
|
|
|
|
|
|
|
|
|
|
|||
Siding, Fencing, and Stone
|
|
(427
|
)
|
|
(217
|
)
|
|
—
|
|
|||
Windows and Doors
|
|
(565
|
)
|
|
(1,316
|
)
|
|
409
|
|
|||
Interest income (expense), net
|
|
|
|
|
|
|
|
|
|
|||
Siding, Fencing, and Stone
|
|
(5
|
)
|
|
132
|
|
|
47
|
|
|||
Windows and Doors
|
|
48
|
|
|
195
|
|
|
18
|
|
|||
Unallocated
|
|
(71,229
|
)
|
|
(92,011
|
)
|
|
(103,107
|
)
|
|||
Income tax benefit (expense)
|
|
|
|
|
|
|
|
|
|
|||
Unallocated
|
|
105
|
|
|
(298
|
)
|
|
(2,835
|
)
|
|||
Loss on modification or
|
|
|
|
|
|
|
|
|
|
|||
extinguishment of debt
|
|
|
|
|
|
|
|
|
|
|||
Unallocated
|
|
(21,364
|
)
|
|
(18,948
|
)
|
|
(3,607
|
)
|
|||
Tax receivable agreement liability adjustment
|
|
|
|
|
|
|
|
|
|
|||
Unallocated
|
|
670
|
|
|
5,167
|
|
|
—
|
|
|||
|
|
|
|
|
|
|
||||||
Net loss
|
|
$
|
(31,269
|
)
|
|
$
|
(79,520
|
)
|
|
$
|
(39,055
|
)
|
|
|
Year ended December 31,
|
|||||||||||||||||||
(Amounts in thousands)
|
|
2014
|
|
2013
|
|
2012
|
|||||||||||||||
Statement of operations data:
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Net sales
|
|
$
|
801,601
|
|
|
100.0
|
%
|
|
$
|
737,841
|
|
|
100.0
|
%
|
|
$
|
658,045
|
|
|
100.0
|
%
|
Gross profit
|
|
209,288
|
|
|
26.1
|
%
|
|
197,626
|
|
|
26.8
|
%
|
|
180,244
|
|
|
27.4
|
%
|
|||
SG&A expense
|
|
83,135
|
|
|
10.4
|
%
|
|
73,846
|
|
|
10.0
|
%
|
|
61,201
|
|
|
9.3
|
%
|
|||
Amortization of intangible assets
|
|
13,064
|
|
|
1.6
|
%
|
|
11,862
|
|
|
1.6
|
%
|
|
8,587
|
|
|
1.3
|
%
|
|||
Operating earnings
|
|
113,089
|
|
|
14.1
|
%
|
|
111,918
|
|
|
15.2
|
%
|
|
110,456
|
|
|
16.8
|
%
|
|||
Currency transaction loss
|
|
(427
|
)
|
|
(0.1
|
)%
|
|
(217
|
)
|
|
—
|
%
|
|
—
|
|
|
—
|
%
|
|
|
Year ended December 31,
|
|||||||||||||||||||
(Amounts in thousands)
|
|
2014
|
|
2013
|
|
2012
|
|||||||||||||||
Statement of operations data:
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Net sales
|
|
$
|
765,042
|
|
|
100.0
|
%
|
|
$
|
627,740
|
|
|
100.0
|
%
|
|
$
|
463,256
|
|
|
100.0
|
%
|
Gross profit
|
|
98,513
|
|
|
12.9
|
%
|
|
61,044
|
|
|
9.7
|
%
|
|
63,955
|
|
|
13.8
|
%
|
|||
SG&A expense
|
|
117,097
|
|
|
15.3
|
%
|
|
91,207
|
|
|
14.5
|
%
|
|
66,170
|
|
|
14.3
|
%
|
|||
Amortization of intangible assets
|
|
9,076
|
|
|
1.2
|
%
|
|
8,374
|
|
|
1.3
|
%
|
|
18,350
|
|
|
4.0
|
%
|
|||
Operating loss
|
|
(27,660
|
)
|
|
(3.6
|
)%
|
|
(38,537
|
)
|
|
(6.1
|
)%
|
|
(20,565
|
)
|
|
(4.4
|
)%
|
|||
Currency transaction gain (loss)
|
|
(565
|
)
|
|
(0.1
|
)%
|
|
(1,316
|
)
|
|
(0.2
|
)%
|
|
409
|
|
|
0.1
|
%
|
|
|
Year ended December 31,
|
||||||||||
(Amounts in thousands)
|
|
2014
|
|
2013
|
|
2012
|
||||||
Statement of operations data:
|
|
|
|
|
|
|
||||||
SG&A expense
|
|
$
|
(23,931
|
)
|
|
$
|
(22,078
|
)
|
|
$
|
(19,871
|
)
|
Initial public offering costs
|
|
—
|
|
|
(23,527
|
)
|
|
—
|
|
|||
Operating loss
|
|
(23,931
|
)
|
|
(45,605
|
)
|
|
(19,871
|
)
|
|||
Interest expense
|
|
(71,236
|
)
|
|
(92,019
|
)
|
|
(103,112
|
)
|
|||
Interest income
|
|
7
|
|
|
8
|
|
|
5
|
|
|||
Tax receivable agreement liability adjustment
|
|
670
|
|
|
5,167
|
|
|
—
|
|
|||
Loss on modification or extinguishment of debt
|
|
(21,364
|
)
|
|
(18,948
|
)
|
|
(3,607
|
)
|
|||
Benefit (provision) for income taxes
|
|
$
|
105
|
|
|
$
|
(298
|
)
|
|
$
|
(2,835
|
)
|
•
|
Redemption of $84.0 million principal amount of 8.25% Senior Secured Notes with a call premium of approximately $2.5 million and accrued interest of $2.6 million.
|
•
|
Redemption of $64.0 million principal amount of 9.375% Senior Notes with a call premium of approximately $6.0 million and accrued interest of $1.1 million.
|
•
|
Payments made on the ABL Facility of $80.0 million.
|
•
|
Termination of CI Advisory Agreement for $18.9 million.
|
•
|
Acquisition of Mitten for $76.8 million.
|
•
|
General corporate purposes usage of $17.9 million.
|
(Amounts in thousands)
|
|
For the year ended
|
||||||||||
|
|
December 31, 2014
|
|
December 31, 2013
|
|
December 31, 2012
|
||||||
Loss on extinguishment of debt:
|
|
|
|
|
|
|
||||||
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
|
)
|
|||
8.25% Senior Secured Notes call premium
|
|
—
|
|
|
(2,520
|
)
|
|
—
|
|
|||
8.25% Senior Secured Notes unamortized discount
|
|
—
|
|
|
(3,831
|
)
|
|
—
|
|
|||
8.25% Senior Secured Notes unamortized debt issuance costs
|
|
—
|
|
|
(1,766
|
)
|
|
—
|
|
|||
9.375% Senior Notes call premium
|
|
—
|
|
|
(6,000
|
)
|
|
—
|
|
|||
9.375% Senior Notes unamortized discount
|
|
—
|
|
|
(3,666
|
)
|
|
—
|
|
|||
9.375% Senior Notes unamortized debt issuance costs
|
|
—
|
|
|
(1,165
|
)
|
|
—
|
|
|||
8.25% Senior Secured Notes and 9.375% Senior Notes tender premium
|
|
(8,493
|
)
|
|
—
|
|
|
—
|
|
|||
8.25% Senior Secured Notes and 9.375% Senior Notes unamortized discount
|
|
(4,773
|
)
|
|
—
|
|
|
—
|
|
|||
8.25% Senior Secured Notes and 9.375% Senior Notes unamortized debt issuance costs
|
|
(2,067
|
)
|
|
—
|
|
|
—
|
|
|||
Term Loan Facility unamortized discount
|
|
(255
|
)
|
|
—
|
|
|
—
|
|
|||
|
|
(15,588
|
)
|
|
(18,948
|
)
|
|
(2,158
|
)
|
|||
|
|
|
|
|
|
|
||||||
Loss on modification of debt:
|
|
|
|
|
|
|
|
|
||||
Third party fees for 9.375% Senior Notes
|
|
—
|
|
|
—
|
|
|
(1,449
|
)
|
|||
Third party fees for 8.25% Senior Secured Notes and 9.375% Senior Notes
|
|
(302
|
)
|
|
—
|
|
|
—
|
|
|||
Third party fees for 6.50% Senior Notes and Term Loan Facility
|
|
(5,474
|
)
|
|
—
|
|
|
—
|
|
|||
|
|
(5,776
|
)
|
|
—
|
|
|
(1,449
|
)
|
|||
|
|
|
|
|
|
|
||||||
Total loss on modification or extinguishment of debt
|
|
$
|
(21,364
|
)
|
|
$
|
(18,948
|
)
|
|
$
|
(3,607
|
)
|
|
|
Total
|
|
Less Than
|
|
|
|
|
|
More than
|
||||||||||
(Amounts in thousands)
|
|
Amount
|
|
1 Year
|
|
1 - 3 Years
|
|
3 - 5 Years
|
|
5 Years
|
||||||||||
Long-term debt (1)
|
|
$
|
1,108,775
|
|
|
$
|
4,300
|
|
|
$
|
8,600
|
|
|
$
|
40,600
|
|
|
$
|
1,055,275
|
|
Interest payments (2)
|
|
484,879
|
|
|
55,698
|
|
|
152,614
|
|
|
150,678
|
|
|
125,889
|
|
|||||
Non-cancelable lease commitments (3)
|
|
141,337
|
|
|
27,939
|
|
|
44,731
|
|
|
27,184
|
|
|
41,483
|
|
|||||
Purchase obligations (4)
|
|
73,400
|
|
|
73,400
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Other long-term liabilities (5)
|
|
17,534
|
|
|
1,753
|
|
|
3,507
|
|
|
3,507
|
|
|
8,767
|
|
|||||
|
|
$
|
1,825,925
|
|
|
$
|
163,090
|
|
|
$
|
209,452
|
|
|
$
|
221,969
|
|
|
$
|
1,231,414
|
|
(1)
|
Long-term debt is shown before discount, and consists of our 6.50% Senior Notes, Term Loan Facility, and 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. This obligation is related primarily to inventory purchases under a 2015 contract that was finalized during 2014.
|
(5)
|
Other long term liabilities include pension obligations which are estimated based on our 2014 annual funding requirements. Because we are unable to reliably estimate the timing of future tax payments related to uncertain tax positions, certain tax related obligations of approximately $3.1 million, including interest of approximately $0.9 million, have been excluded from the table above. Additionally, because we are unable to reliably estimate the timing of future tax payments related to our tax receivable agreement, certain tax related obligations of approximately $10.9 million, have been excluded from the table above.
|
(Amounts in thousands, except share and per share data)
|
|
For the Year Ended December 31,
|
||||||||||
|
|
2014
|
|
2013
|
|
2012
|
||||||
Net sales
|
|
$
|
1,566,643
|
|
|
$
|
1,365,581
|
|
|
$
|
1,121,301
|
|
Cost of products sold
|
|
1,258,842
|
|
|
1,106,911
|
|
|
877,102
|
|
|||
Gross profit
|
|
307,801
|
|
|
258,670
|
|
|
244,199
|
|
|||
Operating expenses:
|
|
|
|
|
|
|
|
|
|
|||
Selling, general and administrative expenses
|
|
224,163
|
|
|
187,131
|
|
|
147,242
|
|
|||
Amortization of intangible assets
|
|
22,140
|
|
|
20,236
|
|
|
26,937
|
|
|||
Initial public offering costs
|
|
—
|
|
|
23,527
|
|
|
—
|
|
|||
Total operating expenses
|
|
246,303
|
|
|
230,894
|
|
|
174,179
|
|
|||
Operating earnings
|
|
61,498
|
|
|
27,776
|
|
|
70,020
|
|
|||
Foreign currency gain (loss)
|
|
(992
|
)
|
|
(1,533
|
)
|
|
409
|
|
|||
Interest expense
|
|
(71,269
|
)
|
|
(92,046
|
)
|
|
(103,133
|
)
|
|||
Interest income
|
|
83
|
|
|
362
|
|
|
91
|
|
|||
Tax receivable agreement liability adjustment
|
|
670
|
|
|
5,167
|
|
|
—
|
|
|||
Loss on modification or extinguishment of debt
|
|
(21,364
|
)
|
|
(18,948
|
)
|
|
(3,607
|
)
|
|||
Loss before provision (benefit) for income taxes
|
|
(31,374
|
)
|
|
(79,222
|
)
|
|
(36,220
|
)
|
|||
Provision (benefit) for income taxes
|
|
(105
|
)
|
|
298
|
|
|
2,835
|
|
|||
Net loss
|
|
$
|
(31,269
|
)
|
|
$
|
(79,520
|
)
|
|
$
|
(39,055
|
)
|
|
|
|
|
|
|
|
||||||
Basic and diluted net loss per share attributable to common shareholders
|
|
$
|
(0.46
|
)
|
|
$
|
(1.32
|
)
|
|
$
|
(0.80
|
)
|
|
|
|
|
|
|
|
||||||
Basic and diluted weighted average shares outstanding
|
|
67,819,046
|
|
|
60,021,341
|
|
|
48,962,494
|
|
(Amounts in thousands)
|
|
For the Year Ended December 31,
|
||||||||||
|
|
2014
|
|
2013
|
|
2012
|
||||||
Net loss
|
|
$
|
(31,269
|
)
|
|
$
|
(79,520
|
)
|
|
$
|
(39,055
|
)
|
Other comprehensive (loss) income, net of tax:
|
|
|
|
|
|
|
|
|
|
|||
Currency translation
|
|
(9,681
|
)
|
|
(2,937
|
)
|
|
835
|
|
|||
Unrealized gain on derivative instruments
|
|
1,294
|
|
|
—
|
|
|
—
|
|
|||
Minimum pension liability for actuarial gain (loss)
|
|
(8,374
|
)
|
|
6,059
|
|
|
(1,103
|
)
|
|||
Other comprehensive income (loss)
|
|
(16,761
|
)
|
|
3,122
|
|
|
(268
|
)
|
|||
Comprehensive loss
|
|
$
|
(48,030
|
)
|
|
$
|
(76,398
|
)
|
|
$
|
(39,323
|
)
|
(Amounts in thousands, except share amounts)
|
|
December 31, 2014
|
|
December 31, 2013
|
||||
ASSETS
|
|
|
|
|
||||
Current Assets:
|
|
|
|
|
||||
Cash and cash equivalents
|
|
$
|
33,162
|
|
|
$
|
69,801
|
|
Accounts receivable, less allowances of $4,164 and $4,453, respectively
|
|
187,679
|
|
|
138,785
|
|
||
Inventories:
|
|
|
|
|
|
|
||
Raw materials
|
|
76,467
|
|
|
51,313
|
|
||
Work in process
|
|
34,378
|
|
|
23,817
|
|
||
Finished goods
|
|
69,068
|
|
|
60,340
|
|
||
Total inventory
|
|
179,913
|
|
|
135,470
|
|
||
Prepaid expenses and other current assets
|
|
31,808
|
|
|
23,214
|
|
||
Deferred income taxes
|
|
7,680
|
|
|
3,178
|
|
||
Total current assets
|
|
440,242
|
|
|
370,448
|
|
||
Property and Equipment, at cost:
|
|
|
|
|
|
|
||
Land
|
|
7,967
|
|
|
4,528
|
|
||
Buildings and improvements
|
|
65,658
|
|
|
43,691
|
|
||
Machinery and equipment
|
|
368,719
|
|
|
321,614
|
|
||
Total property and equipment
|
|
442,344
|
|
|
369,833
|
|
||
Less accumulated depreciation
|
|
(281,377
|
)
|
|
(258,186
|
)
|
||
Total property and equipment, net
|
|
160,967
|
|
|
111,647
|
|
||
Other Assets:
|
|
|
|
|
|
|
||
Intangible assets, net
|
|
147,709
|
|
|
110,012
|
|
||
Goodwill
|
|
476,112
|
|
|
420,228
|
|
||
Deferred income taxes
|
|
—
|
|
|
5,406
|
|
||
Other
|
|
29,545
|
|
|
23,233
|
|
||
Total other assets
|
|
653,366
|
|
|
558,879
|
|
||
|
|
$
|
1,254,575
|
|
|
$
|
1,040,974
|
|
LIABILITIES AND STOCKHOLDERS' DEFICIT
|
|
|
|
|
|
|
||
Current Liabilities:
|
|
|
|
|
|
|
||
Accounts payable
|
|
$
|
84,164
|
|
|
$
|
82,981
|
|
Accrued expenses
|
|
147,325
|
|
|
111,663
|
|
||
Current portion of long term debt
|
|
4,300
|
|
|
—
|
|
||
Total current liabilities
|
|
235,789
|
|
|
194,644
|
|
||
Deferred income taxes
|
|
20,806
|
|
|
17,115
|
|
||
Payable to related parties pursuant to tax receivable agreement
|
|
10,917
|
|
|
11,623
|
|
||
Other long-term liabilities
|
|
94,814
|
|
|
52,560
|
|
||
Long-term debt
|
|
988,917
|
|
|
817,028
|
|
||
Commitments and contingencies
|
|
|
|
|
|
|
||
|
|
|
|
|
||||
Stockholders' Deficit:
|
|
|
|
|
|
|
||
Preferred stock $0.01 par, 50,000,000 shares authorized, none issued and outstanding
|
|
—
|
|
|
—
|
|
||
Common stock $0.01 par, 250,000,000 shares authorized, 67,877,587 and 67,223,233 issued and outstanding, respectively
|
|
679
|
|
|
672
|
|
||
Additional paid-in-capital
|
|
745,140
|
|
|
741,789
|
|
||
Accumulated deficit
|
|
(822,512
|
)
|
|
(791,243
|
)
|
||
Accumulated other comprehensive loss
|
|
(19,975
|
)
|
|
(3,214
|
)
|
||
Total stockholders' deficit
|
|
(96,668
|
)
|
|
(51,996
|
)
|
||
|
|
$
|
1,254,575
|
|
|
$
|
1,040,974
|
|
(Amounts in thousands)
|
|
For the Year Ended December 31,
|
||||||||||
|
|
2014
|
|
2013
|
|
2012
|
||||||
Cash flows from operating activities:
|
|
|
|
|
|
|
||||||
Net loss
|
|
$
|
(31,269
|
)
|
|
$
|
(79,520
|
)
|
|
$
|
(39,055
|
)
|
Adjustments to reconcile net loss to cash
|
|
|
|
|
|
|
|
|
|
|||
provided by (used in) operating activities:
|
|
|
|
|
|
|
|
|
|
|||
Depreciation and amortization expense
|
|
48,463
|
|
|
45,646
|
|
|
52,277
|
|
|||
Fair-value premium on purchased inventory
|
|
38
|
|
|
2,015
|
|
|
—
|
|
|||
Fair-value decrease of contingent acquisition liability
|
|
(264
|
)
|
|
(358
|
)
|
|
—
|
|
|||
Non-cash restructuring costs
|
|
3,275
|
|
|
2,864
|
|
|
—
|
|
|||
Non-cash integration charges
|
|
—
|
|
|
3,220
|
|
|
—
|
|
|||
Non-cash interest expense, net
|
|
14,948
|
|
|
12,221
|
|
|
11,428
|
|
|||
(Gain) loss on foreign currency transactions
|
|
992
|
|
|
1,533
|
|
|
(409
|
)
|
|||
Non-cash litigation expense
|
|
4,573
|
|
|
—
|
|
|
—
|
|
|||
Loss on modification or extinguishment of debt
|
|
21,364
|
|
|
18,948
|
|
|
3,607
|
|
|||
Prepaid management fee write off
|
|
—
|
|
|
2,682
|
|
|
—
|
|
|||
Stock based compensation
|
|
2,246
|
|
|
2,181
|
|
|
1,703
|
|
|||
Deferred income taxes
|
|
(2,373
|
)
|
|
(432
|
)
|
|
1,027
|
|
|||
Tax receivable agreement liability adjustment
|
|
(670
|
)
|
|
(5,167
|
)
|
|
—
|
|
|||
Increase (reduction) in tax uncertainty, net of valuation allowance
|
|
131
|
|
|
(520
|
)
|
|
(92
|
)
|
|||
Other
|
|
(295
|
)
|
|
56
|
|
|
(37
|
)
|
|||
Changes in operating assets and liabilities:
|
|
|
|
|
|
|
|
|
|
|||
Accounts receivable, net
|
|
(12,112
|
)
|
|
6,133
|
|
|
(5,377
|
)
|
|||
Inventories
|
|
(26,745
|
)
|
|
(10,102
|
)
|
|
4,696
|
|
|||
Prepaid expenses and other assets
|
|
(4,960
|
)
|
|
(8,880
|
)
|
|
(2,534
|
)
|
|||
Accounts payable
|
|
(17,404
|
)
|
|
(12,443
|
)
|
|
17,606
|
|
|||
Accrued expenses
|
|
(9,752
|
)
|
|
24,278
|
|
|
4,592
|
|
|||
Payment of advisory termination fee to affiliate
|
|
—
|
|
|
(18,852
|
)
|
|
—
|
|
|||
Cash payments on restructuring and integration liabilities
|
|
(4,969
|
)
|
|
(3,594
|
)
|
|
(1,177
|
)
|
|||
Other
|
|
(449
|
)
|
|
3,398
|
|
|
449
|
|
|||
Net cash provided by (used in) operating activities
|
|
(15,232
|
)
|
|
(14,693
|
)
|
|
48,704
|
|
|||
Cash flows from investing activities:
|
|
|
|
|
|
|
|
|
|
|||
Acquisitions, net of cash acquired and outstanding checks assumed
|
|
(130,856
|
)
|
|
(97,200
|
)
|
|
(100
|
)
|
|||
Capital expenditures
|
|
(23,661
|
)
|
|
(25,894
|
)
|
|
(24,646
|
)
|
|||
Proceeds from sale of assets
|
|
823
|
|
|
102
|
|
|
193
|
|
|||
Net cash used in investing activities
|
|
(153,694
|
)
|
|
(122,992
|
)
|
|
(24,553
|
)
|
|||
Cash flows from financing activities:
|
|
|
|
|
|
|
|
|
|
|||
Proceeds from long-term debt
|
|
1,067,725
|
|
|
—
|
|
|
102,991
|
|
|||
Payments on long-term debt
|
|
(855,225
|
)
|
|
(148,000
|
)
|
|
(58,991
|
)
|
|||
Net revolver borrowings (payments)
|
|
—
|
|
|
—
|
|
|
(40,000
|
)
|
|||
Payments on previous revolver credit facility
|
|
—
|
|
|
(15,000
|
)
|
|
—
|
|
|||
Payment of early tender and call premiums
|
|
(61,142
|
)
|
|
(8,520
|
)
|
|
(9,844
|
)
|
|||
Net proceeds from issuance of common stock
|
|
—
|
|
|
353,756
|
|
|
—
|
|
|||
Proceeds from exercises of employee stock options
|
|
1,112
|
|
|
197
|
|
|
—
|
|
|||
Debt issuance costs paid
|
|
(16,947
|
)
|
|
(1,256
|
)
|
|
(2,969
|
)
|
|||
Net cash provided by (used in) financing activities
|
|
135,523
|
|
|
181,177
|
|
|
(8,813
|
)
|
|||
Impact of exchange rate movements on cash
|
|
(3,236
|
)
|
|
(885
|
)
|
|
156
|
|
|||
Net increase (decrease) in cash and cash equivalents
|
|
(36,639
|
)
|
|
42,607
|
|
|
15,494
|
|
|||
Cash and cash equivalents at the beginning of the period
|
|
69,801
|
|
|
27,194
|
|
|
11,700
|
|
|||
Cash and cash equivalents at the end of the period
|
|
$
|
33,162
|
|
|
$
|
69,801
|
|
|
$
|
27,194
|
|
Supplemental Information
|
|
|
|
|
|
|
|
|
|
|||
Interest paid
|
|
$
|
64,008
|
|
|
$
|
84,770
|
|
|
$
|
95,406
|
|
Income taxes paid, net
|
|
$
|
1,676
|
|
|
$
|
1,917
|
|
|
$
|
307
|
|
(Dollars in thousands)
|
|
Common Stock
|
|
Additional
Paid-in-
|
|
Accumulated
|
|
Accumulated
Other
Comprehensive
|
|
Total
Stockholders'
|
|||||||||||||
|
|
Shares
|
|
Amount
|
|
Capital
|
|
Deficit
|
|
Income (Loss)
|
|
(Deficit)
|
|||||||||||
Balance, December 31, 2011
|
|
100
|
|
|
$
|
—
|
|
|
$
|
309,331
|
|
|
$
|
(580,585
|
)
|
|
$
|
(6,068
|
)
|
|
$
|
(277,322
|
)
|
Comprehensive loss:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Net loss
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(39,055
|
)
|
|
—
|
|
|
(39,055
|
)
|
|||||
Other comprehensive loss
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(268
|
)
|
|
(268
|
)
|
|||||
Stock compensation
|
|
—
|
|
|
—
|
|
|
1,703
|
|
|
—
|
|
|
—
|
|
|
1,703
|
|
|||||
Balance, December 31, 2012
|
|
100
|
|
|
$
|
—
|
|
|
$
|
311,034
|
|
|
$
|
(619,640
|
)
|
|
$
|
(6,336
|
)
|
|
$
|
(314,942
|
)
|
Comprehensive loss:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Net loss
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(79,520
|
)
|
|
—
|
|
|
(79,520
|
)
|
|||||
Other comprehensive income
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,122
|
|
|
3,122
|
|
|||||
Issuance of common stock
|
|
18,157,895
|
|
|
671
|
|
|
353,085
|
|
|
—
|
|
|
—
|
|
|
353,756
|
|
|||||
Tax receivable agreement establishment
|
|
—
|
|
|
—
|
|
|
(16,790
|
)
|
|
—
|
|
|
—
|
|
|
(16,790
|
)
|
|||||
Effect of merger with Ply Gem Prime
|
|
48,962,494
|
|
|
—
|
|
|
92,083
|
|
|
(92,083
|
)
|
|
—
|
|
|
—
|
|
|||||
Stock compensation
|
|
—
|
|
|
—
|
|
|
2,181
|
|
|
—
|
|
|
—
|
|
|
2,181
|
|
|||||
Stock option exercises
|
|
102,744
|
|
|
1
|
|
|
196
|
|
|
—
|
|
|
—
|
|
|
197
|
|
|||||
Balance, December 31, 2013
|
|
67,223,233
|
|
|
$
|
672
|
|
|
$
|
741,789
|
|
|
$
|
(791,243
|
)
|
|
$
|
(3,214
|
)
|
|
$
|
(51,996
|
)
|
Comprehensive loss:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Net loss
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(31,269
|
)
|
|
—
|
|
|
(31,269
|
)
|
|||||
Other comprehensive loss
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(16,761
|
)
|
|
(16,761
|
)
|
|||||
Stock compensation
|
|
—
|
|
|
—
|
|
|
2,246
|
|
|
—
|
|
|
—
|
|
|
2,246
|
|
|||||
Stock option exercises
|
|
654,354
|
|
|
7
|
|
|
1,105
|
|
|
—
|
|
|
—
|
|
|
1,112
|
|
|||||
Balance, December 31, 2014
|
|
67,877,587
|
|
|
$
|
679
|
|
|
$
|
745,140
|
|
|
$
|
(822,512
|
)
|
|
$
|
(19,975
|
)
|
|
$
|
(96,668
|
)
|
(Amounts in thousands)
|
|
||
Advisory termination fee to affiliate
|
$
|
18,852
|
|
2013 management fee as of date of termination
|
2,682
|
|
|
Other transaction expenses for the IPO
|
1,993
|
|
|
|
$
|
23,527
|
|
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-6.50%
|
|
$
|
650,000
|
|
|
$
|
617,500
|
|
|
$
|
617,500
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Term Loan Facility
|
|
426,775
|
|
|
404,369
|
|
|
—
|
|
|
404,369
|
|
|
—
|
|
|||||
As of December 31, 2014
|
|
$
|
1,076,775
|
|
|
$
|
1,021,869
|
|
|
$
|
617,500
|
|
|
$
|
404,369
|
|
|
$
|
—
|
|
Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Senior Notes-9.375%
|
|
$
|
96,000
|
|
|
$
|
103,440
|
|
|
$
|
103,440
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Senior Secured Notes-8.25%
|
|
756,000
|
|
|
805,140
|
|
|
805,140
|
|
|
—
|
|
|
—
|
|
|||||
As of December 31, 2013
|
|
$
|
852,000
|
|
|
$
|
908,580
|
|
|
$
|
908,580
|
|
|
$
|
—
|
|
|
$
|
—
|
|
(Amounts in thousands)
|
|
Foreign currency
translation |
|
Unrealized gain on derivative instruments
|
|
Minimum pension
liability adjustments |
|
Accumulated other comprehensive
(loss) income |
||||||||
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
|
)
|
||||
Net current period change
|
|
(2,937
|
)
|
|
—
|
|
|
6,059
|
|
|
3,122
|
|
||||
Balance at December 31, 2013
|
|
2,950
|
|
|
—
|
|
|
(6,164
|
)
|
|
(3,214
|
)
|
||||
Net current period change
|
|
(9,681
|
)
|
|
1,294
|
|
|
(8,374
|
)
|
|
(16,761
|
)
|
||||
Balance at December 31, 2014
|
|
$
|
(6,731
|
)
|
|
$
|
1,294
|
|
|
$
|
(14,538
|
)
|
|
$
|
(19,975
|
)
|
(Amounts in thousands)
|
|
|
|
|
||||
|
|
December 31, 2014
|
|
December 31, 2013
|
||||
Siding, Fencing and Stone
|
|
$
|
344,048
|
|
|
$
|
346,140
|
|
Windows and Doors
|
|
132,064
|
|
|
74,088
|
|
||
|
|
$
|
476,112
|
|
|
$
|
420,228
|
|
|
|
Windows and
|
|
Siding, Fencing
|
||||
(Amounts in thousands)
|
|
Doors
|
|
and Stone
|
||||
Balance as of January 1, 2013
|
|
|
|
|
|
|
||
Goodwill
|
|
$
|
399,244
|
|
|
$
|
443,211
|
|
Accumulated impairment losses
|
|
(327,773
|
)
|
|
(122,227
|
)
|
||
|
|
$
|
71,471
|
|
|
$
|
320,984
|
|
Currency translation adjustments
|
|
(970
|
)
|
|
(942
|
)
|
||
Tax benefit of excess tax goodwill
|
|
(130
|
)
|
|
—
|
|
||
Mitten acquisition
|
|
—
|
|
|
26,098
|
|
||
Gienow acquisition
|
|
3,717
|
|
|
—
|
|
||
Balance as of December 31, 2013
|
|
|
|
|
|
|
||
Goodwill
|
|
401,861
|
|
|
468,367
|
|
||
Accumulated impairment losses
|
|
(327,773
|
)
|
|
(122,227
|
)
|
||
|
|
$
|
74,088
|
|
|
$
|
346,140
|
|
Currency translation adjustments
|
|
(1,216
|
)
|
|
(2,092
|
)
|
||
Simonton acquisition
|
|
59,192
|
|
|
—
|
|
||
Balance as of December 31, 2014
|
|
|
|
|
|
|
||
Goodwill
|
|
459,837
|
|
|
466,275
|
|
||
Accumulated impairment losses
|
|
(327,773
|
)
|
|
(122,227
|
)
|
||
|
|
$
|
132,064
|
|
|
$
|
344,048
|
|
(Amounts in thousands)
|
|
Average
Amortization Period |
|
|
|
Accumulated
|
|
Net Carrying
|
||||||
|
|
(in Years)
|
|
Cost
|
|
Amortization
|
|
Value
|
||||||
As of December 31, 2014:
|
|
|
|
|
|
|
|
|
||||||
Patents
|
|
14
|
|
$
|
12,770
|
|
|
$
|
(10,193
|
)
|
|
$
|
2,577
|
|
Trademarks/Tradenames
|
|
11
|
|
117,660
|
|
|
(70,797
|
)
|
|
46,863
|
|
|||
Customer relationships
|
|
13
|
|
220,163
|
|
|
(123,299
|
)
|
|
96,864
|
|
|||
Other
|
|
5
|
|
4,379
|
|
|
(2,974
|
)
|
|
1,405
|
|
|||
Total intangible assets
|
|
12
|
|
$
|
354,972
|
|
|
$
|
(207,263
|
)
|
|
$
|
147,709
|
|
|
|
|
|
|
|
|
|
|
||||||
As of December 31, 2013:
|
|
|
|
|
|
|
|
|
|
|
|
|||
Patents
|
|
14
|
|
$
|
12,770
|
|
|
$
|
(9,250
|
)
|
|
$
|
3,520
|
|
Trademarks/Tradenames
|
|
10
|
|
91,884
|
|
|
(65,801
|
)
|
|
26,083
|
|
|||
Customer relationships
|
|
12
|
|
187,055
|
|
|
(107,721
|
)
|
|
79,334
|
|
|||
Other
|
|
5
|
|
3,427
|
|
|
(2,352
|
)
|
|
1,075
|
|
|||
Total intangible assets
|
|
12
|
|
$
|
295,136
|
|
|
$
|
(185,124
|
)
|
|
$
|
110,012
|
|
|
Amortization
|
||
(Amounts in thousands)
|
expense
|
||
|
|
||
2015
|
$
|
25,017
|
|
2016
|
24,271
|
|
|
2017
|
20,337
|
|
|
2018
|
19,551
|
|
|
2019
|
14,110
|
|
(Amounts in thousands)
|
|
|
|
|
||||
|
|
December 31, 2014
|
|
December 31, 2013
|
||||
Senior secured asset based revolving credit facility
|
|
$
|
—
|
|
|
$
|
—
|
|
Term Loan due 2021, net of unamortized early tender premium
|
|
|
|
|
||||
and discount of $32,518 and $0, respectively
|
|
394,257
|
|
|
—
|
|
||
6.50% Senior notes due 2022, net of unamortized early tender premium
|
|
|
|
|
||||
and discount of $51,040 and $0, respectively
|
|
598,960
|
|
|
—
|
|
||
8.25% Senior Secured Notes due 2018, net of
|
|
|
|
|
|
|
||
unamortized early tender premium and
|
|
|
|
|
|
|
||
discount of $0 and $30,426
|
|
—
|
|
|
725,574
|
|
||
9.375% Senior Notes due 2017, net of
|
|
|
|
|
||||
unamortized discount of $0 and $4,546
|
|
—
|
|
|
91,454
|
|
||
|
|
$
|
993,217
|
|
|
$
|
817,028
|
|
Less current portion of long-term debt
|
|
(4,300
|
)
|
|
—
|
|
||
|
|
$
|
988,917
|
|
|
$
|
817,028
|
|
(Amounts in thousands)
|
|
For the year ended
|
||||||||||
|
|
December 31, 2014
|
|
December 31, 2013
|
|
December 31, 2012
|
||||||
Loss on extinguishment of debt:
|
|
|
|
|
|
|
||||||
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
|
)
|
|||
8.25% Senior Secured Notes call premium
|
|
—
|
|
|
(2,520
|
)
|
|
—
|
|
|||
8.25% Senior Secured Notes unamortized discount
|
|
—
|
|
|
(3,831
|
)
|
|
—
|
|
|||
8.25% Senior Secured Notes unamortized debt issuance costs
|
|
—
|
|
|
(1,766
|
)
|
|
—
|
|
|||
9.375% Senior Notes call premium
|
|
—
|
|
|
(6,000
|
)
|
|
—
|
|
|||
9.375% Senior Notes unamortized discount
|
|
—
|
|
|
(3,666
|
)
|
|
—
|
|
|||
9.375% Senior Notes unamortized debt issuance costs
|
|
—
|
|
|
(1,165
|
)
|
|
—
|
|
|||
8.25% Senior Secured Notes and 9.375% Senior Notes tender premium
|
|
(8,493
|
)
|
|
—
|
|
|
—
|
|
|||
8.25% Senior Secured Notes and 9.375% Senior Notes unamortized discount
|
|
(4,773
|
)
|
|
—
|
|
|
—
|
|
|||
8.25% Senior Secured Notes and 9.375% Senior Notes unamortized debt issuance costs
|
|
(2,067
|
)
|
|
—
|
|
|
—
|
|
|||
Term Loan Facility unamortized discount
|
|
(255
|
)
|
|
—
|
|
|
—
|
|
|||
|
|
(15,588
|
)
|
|
(18,948
|
)
|
|
(2,158
|
)
|
|||
|
|
|
|
|
|
|
||||||
Loss on modification of debt:
|
|
|
|
|
|
|
|
|
||||
Third party fees for 9.375% Senior Notes
|
|
—
|
|
|
—
|
|
|
(1,449
|
)
|
|||
Third party fees for 8.25% Senior Secured Notes and 9.375% Senior Notes
|
|
(302
|
)
|
|
—
|
|
|
—
|
|
|||
Third party fees for 6.50% Senior Notes and Term Loan Facility
|
|
(5,474
|
)
|
|
—
|
|
|
—
|
|
|||
|
|
(5,776
|
)
|
|
—
|
|
|
(1,449
|
)
|
|||
|
|
|
|
|
|
|
||||||
Total loss on modification or extinguishment of debt
|
|
$
|
(21,364
|
)
|
|
$
|
(18,948
|
)
|
|
$
|
(3,607
|
)
|
|
|
As of
|
||
(Amounts in thousands)
|
|
December 31, 2014
|
||
2015
|
|
$
|
4,300
|
|
2016
|
|
4,300
|
|
|
2017
|
|
4,300
|
|
|
2018
|
|
4,300
|
|
|
2019
|
|
4,300
|
|
|
Thereafter
|
|
1,055,275
|
|
|
|
|
$
|
1,076,775
|
|
|
|
December 31,
|
|
December 31,
|
||||
(Amounts in thousands)
|
|
2014
|
|
2013
|
||||
Change in projected benefit obligation
|
|
|
|
|
||||
Benefit obligation at beginning of year
|
|
$
|
41,182
|
|
|
$
|
45,060
|
|
Service cost
|
|
—
|
|
|
103
|
|
||
Interest cost
|
|
1,914
|
|
|
1,771
|
|
||
Actuarial (gain) loss
|
|
7,357
|
|
|
(3,664
|
)
|
||
Benefits and expenses paid
|
|
(2,190
|
)
|
|
(2,088
|
)
|
||
Projected benefit obligation at end of year
|
|
$
|
48,263
|
|
|
$
|
41,182
|
|
|
|
|
|
|
||||
Change in plan assets
|
|
|
|
|
|
|
||
Fair value of plan assets at beginning of year
|
|
$
|
32,301
|
|
|
$
|
29,780
|
|
Actual return on plan assets
|
|
813
|
|
|
3,468
|
|
||
Employer and participant contributions
|
|
2,259
|
|
|
1,141
|
|
||
Benefits and expenses paid
|
|
(2,190
|
)
|
|
(2,088
|
)
|
||
Fair value of plan assets at end of year
|
|
$
|
33,183
|
|
|
$
|
32,301
|
|
|
|
|
|
|
||||
Funded status and financial position:
|
|
|
|
|
|
|
||
Fair value of plan assets
|
|
$
|
33,183
|
|
|
$
|
32,301
|
|
Benefit obligation at end of year
|
|
48,263
|
|
|
41,182
|
|
||
Funded status
|
|
$
|
(15,080
|
)
|
|
$
|
(8,881
|
)
|
|
|
|
|
|
||||
Amount recognized in the balance sheet consists of:
|
|
|
|
|
|
|
||
Current liability
|
|
$
|
(1,753
|
)
|
|
$
|
(2,258
|
)
|
Noncurrent liability
|
|
(13,327
|
)
|
|
(6,623
|
)
|
||
Liability recognized in the balance sheet
|
|
$
|
(15,080
|
)
|
|
$
|
(8,881
|
)
|
(Amounts in thousands)
|
|
December 31,
|
|
December 31,
|
||||
|
|
2014
|
|
2013
|
||||
Initial net asset (obligation)
|
|
$
|
—
|
|
|
$
|
—
|
|
Prior service credit (cost)
|
|
—
|
|
|
—
|
|
||
Net loss
|
|
17,757
|
|
|
9,433
|
|
||
Accumulated other comprehensive loss
|
|
$
|
17,757
|
|
|
$
|
9,433
|
|
|
|
For the year ended December 31,
|
|||||||
|
|
2014
|
|
2013
|
|
2012
|
|||
Discount rate for projected benefit obligation
|
|
3.80
|
%
|
|
4.75
|
%
|
|
4.00
|
%
|
Discount rate for pension costs
|
|
4.75
|
%
|
|
4.00
|
%
|
|
4.50
|
%
|
Expected long-term average return on plan assets
|
|
7.00
|
%
|
|
7.00
|
%
|
|
7.50
|
%
|
(Amounts in thousands)
|
|
For the year ended December 31,
|
||||||||||
|
|
2014
|
|
2013
|
|
2012
|
||||||
Service cost
|
|
$
|
—
|
|
|
$
|
103
|
|
|
$
|
101
|
|
Interest cost
|
|
1,914
|
|
|
1,771
|
|
|
1,850
|
|
|||
Expected return on plan assets
|
|
(2,269
|
)
|
|
(2,053
|
)
|
|
(2,008
|
)
|
|||
Amortization of loss
|
|
491
|
|
|
955
|
|
|
807
|
|
|||
Net periodic benefit expense
|
|
$
|
136
|
|
|
$
|
776
|
|
|
$
|
750
|
|
|
|
Target
Allocation |
|
Actual allocation as of
December 31, 2014 |
|
Weighted Average
Expected Long-Term Rate of Return (1) |
|||
Asset Category
|
|
|
|
|
|
|
|||
U.S. Large Cap Funds
|
|
25.0
|
%
|
|
23.5
|
%
|
|
2.0
|
%
|
U.S. Mid Cap Funds
|
|
5.0
|
%
|
|
8.2
|
%
|
|
0.4
|
%
|
U.S. Small Cap Funds
|
|
3.0
|
%
|
|
3.2
|
%
|
|
0.3
|
%
|
International Equity
|
|
15.0
|
%
|
|
15.1
|
%
|
|
1.4
|
%
|
Fixed income
|
|
45.0
|
%
|
|
45.0
|
%
|
|
2.3
|
%
|
Other investments
|
|
7.0
|
%
|
|
5.0
|
%
|
|
0.6
|
%
|
|
|
100.0
|
%
|
|
100.0
|
%
|
|
7.0
|
%
|
|
|
Target
Allocation |
|
Actual allocation as of
December 31, 2013 |
|
Weighted Average
Expected Long-Term Rate of Return (1) |
|||
Asset Category
|
|
|
|
|
|
|
|||
U.S. Large Cap Funds
|
|
25.0
|
%
|
|
22.8
|
%
|
|
2.0
|
%
|
U.S. Mid Cap Funds
|
|
5.0
|
%
|
|
8.3
|
%
|
|
0.4
|
%
|
U.S. Small Cap Funds
|
|
3.0
|
%
|
|
3.2
|
%
|
|
0.3
|
%
|
International Equity
|
|
15.0
|
%
|
|
15.4
|
%
|
|
1.4
|
%
|
Fixed income
|
|
45.0
|
%
|
|
43.9
|
%
|
|
2.3
|
%
|
Other investments
|
|
7.0
|
%
|
|
6.4
|
%
|
|
0.6
|
%
|
|
|
100.0
|
%
|
|
100.0
|
%
|
|
7.0
|
%
|
(Amounts in thousands)
|
|
Fair value as of
|
|
Quoted Prices in Active
|
|
Significant Other
|
|
Significant
|
||||||||
|
|
December 31,
|
|
Markets for Identical
|
|
Observable Inputs
|
|
Unobservable Inputs
|
||||||||
|
|
2014
|
|
Assets (Level 1)
|
|
(Level 2)
|
|
(Level 3)
|
||||||||
Equity Securities (1)
|
|
|
|
|
|
|
|
|
||||||||
U.S. Large Cap Funds
|
|
$
|
7,803
|
|
|
$
|
7,803
|
|
|
$
|
—
|
|
|
$
|
—
|
|
U.S. Mid Cap Funds
|
|
2,722
|
|
|
1,354
|
|
|
1,368
|
|
|
—
|
|
||||
U.S. Small Cap Funds
|
|
1,055
|
|
|
523
|
|
|
532
|
|
|
—
|
|
||||
International Funds
|
|
4,999
|
|
|
4,999
|
|
|
—
|
|
|
—
|
|
||||
Fixed Income
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Domestic Bond Funds (2)
|
|
14,925
|
|
|
—
|
|
|
14,925
|
|
|
—
|
|
||||
Other Investments
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Commodity Funds (3)
|
|
1,431
|
|
|
—
|
|
|
1,431
|
|
|
—
|
|
||||
Cash & Cash Equivalents
|
|
248
|
|
|
—
|
|
|
248
|
|
|
—
|
|
||||
|
|
$
|
33,183
|
|
|
$
|
14,679
|
|
|
$
|
18,504
|
|
|
$
|
—
|
|
(Amounts in thousands)
|
|
Fair value as of
|
|
Quoted Prices in Active
|
|
Significant Other
|
|
Significant
|
||||||||
|
|
December 31,
|
|
Markets for Identical
|
|
Observable Inputs
|
|
Unobservable Inputs
|
||||||||
|
|
2013
|
|
Assets (Level 1)
|
|
(Level 2)
|
|
(Level 3)
|
||||||||
Equity Securities (1)
|
|
|
|
|
|
|
|
|
||||||||
U.S. Large Cap Funds
|
|
$
|
7,358
|
|
|
$
|
7,358
|
|
|
$
|
—
|
|
|
$
|
—
|
|
U.S. Mid Cap Funds
|
|
2,700
|
|
|
1,369
|
|
|
1,331
|
|
|
—
|
|
||||
U.S. Small Cap Funds
|
|
1,023
|
|
|
509
|
|
|
514
|
|
|
—
|
|
||||
International Funds
|
|
4,960
|
|
|
4,960
|
|
|
—
|
|
|
—
|
|
||||
Fixed Income
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Domestic Bond Funds (2)
|
|
14,190
|
|
|
1,571
|
|
|
12,619
|
|
|
—
|
|
||||
Other Investments
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Commodity Funds (3)
|
|
1,609
|
|
|
1,609
|
|
|
—
|
|
|
—
|
|
||||
Cash & Cash Equivalents
|
|
461
|
|
|
—
|
|
|
461
|
|
|
—
|
|
||||
|
|
$
|
32,301
|
|
|
$
|
17,376
|
|
|
$
|
14,925
|
|
|
$
|
—
|
|
Fiscal Year
|
|
Expected Benefit Payments
|
||
(Amounts in thousands)
|
|
|
||
|
|
|
||
2015
|
|
$
|
2,113
|
|
2016
|
|
2,200
|
|
|
2017
|
|
2,291
|
|
|
2018
|
|
2,430
|
|
|
2019
|
|
2,526
|
|
|
2020-2024
|
|
13,984
|
|
|
|
Lease
|
|
Sublease
|
||||
(Amounts in thousands)
|
|
Commitments
|
|
Income
|
||||
2015
|
|
$
|
27,939
|
|
|
$
|
469
|
|
2016
|
|
23,884
|
|
|
479
|
|
||
2017
|
|
20,847
|
|
|
488
|
|
||
2018
|
|
14,476
|
|
|
498
|
|
||
2019
|
|
12,707
|
|
|
508
|
|
||
Thereafter
|
|
41,483
|
|
|
2,696
|
|
(Amounts in thousands)
|
|
December 31, 2014
|
|
December 31, 2013
|
||||
Product claim liabilities
|
|
$
|
138
|
|
|
$
|
140
|
|
Multiemployer pension plan withdrawal liability
|
|
2,094
|
|
|
2,362
|
|
||
Other
|
|
644
|
|
|
576
|
|
||
|
|
$
|
2,876
|
|
|
$
|
3,078
|
|
|
|
For the year ended December 31,
|
||||||||||
(Amounts in thousands)
|
|
2014
|
|
2013
|
|
2012
|
||||||
Balance, beginning of period
|
|
$
|
42,466
|
|
|
$
|
37,870
|
|
|
$
|
38,612
|
|
Acquisitions-Simonton (2014)/Gienow and Mitten (2013)
|
|
48,235
|
|
|
7,175
|
|
|
—
|
|
|||
Warranty expense during period
|
|
15,177
|
|
|
12,416
|
|
|
11,034
|
|
|||
Adjustments
|
|
(3,021
|
)
|
|
—
|
|
|
—
|
|
|||
Settlements made during period
|
|
(18,434
|
)
|
|
(14,995
|
)
|
|
(11,776
|
)
|
|||
Balance, end of period
|
|
$
|
84,423
|
|
|
$
|
42,466
|
|
|
$
|
37,870
|
|
(Amounts in thousands)
|
|
December 31, 2014
|
|
December 31, 2013
|
||||
Insurance
|
|
$
|
9,144
|
|
|
$
|
3,926
|
|
Employee compensation and benefits
|
|
15,576
|
|
|
8,916
|
|
||
Sales and marketing
|
|
36,279
|
|
|
32,938
|
|
||
Product warranty
|
|
18,325
|
|
|
10,861
|
|
||
Accrued freight
|
|
1,278
|
|
|
1,350
|
|
||
Accrued interest
|
|
16,470
|
|
|
25,477
|
|
||
Accrued environmental liability
|
|
451
|
|
|
463
|
|
||
Accrued pension
|
|
1,753
|
|
|
2,258
|
|
||
Accrued sales returns and discounts
|
|
3,054
|
|
|
3,263
|
|
||
Accrued taxes
|
|
3,898
|
|
|
3,433
|
|
||
Litigation accrual
|
|
2,573
|
|
|
—
|
|
||
Other
|
|
38,524
|
|
|
18,778
|
|
||
|
|
$
|
147,325
|
|
|
$
|
111,663
|
|
(Amounts in thousands)
|
|
December 31, 2014
|
|
December 31, 2013
|
||||
Insurance
|
|
$
|
1,705
|
|
|
$
|
2,213
|
|
Pension liabilities
|
|
13,327
|
|
|
6,623
|
|
||
Multi-employer pension withdrawal liability
|
|
2,094
|
|
|
2,362
|
|
||
Product warranty
|
|
66,098
|
|
|
31,605
|
|
||
Long-term product claim liability
|
|
138
|
|
|
140
|
|
||
Long-term environmental liability
|
|
1,227
|
|
|
1,247
|
|
||
Liabilities for tax uncertainties
|
|
3,065
|
|
|
2,934
|
|
||
Litigation accrual
|
|
2,000
|
|
|
—
|
|
||
Other
|
|
5,160
|
|
|
5,436
|
|
||
|
|
$
|
94,814
|
|
|
$
|
52,560
|
|
(Amounts in thousands)
|
|
Accrued as of
|
|
Adjustments
|
|
Expensed
|
|
Cash payments
|
|
Accrued as of
|
||||||||||
|
|
December 31, 2013
|
|
during 2014
|
|
during 2014
|
|
during 2014
|
|
December 31, 2014
|
||||||||||
Western Canada
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Severance costs
|
|
$
|
603
|
|
|
$
|
(187
|
)
|
|
$
|
348
|
|
|
$
|
(481
|
)
|
|
$
|
283
|
|
Contract terminations
|
|
157
|
|
|
(28
|
)
|
|
—
|
|
|
—
|
|
|
129
|
|
|||||
Equipment removal and other
|
|
533
|
|
|
(149
|
)
|
|
2,927
|
|
|
(3,311
|
)
|
|
—
|
|
|||||
|
|
$
|
1,293
|
|
|
$
|
(364
|
)
|
|
$
|
3,275
|
|
|
$
|
(3,792
|
)
|
|
$
|
412
|
|
|
|
For the year ended December 31,
|
||||||||||
(Amounts in thousands)
|
|
2014
|
|
2013
|
|
2012
|
||||||
Siding, Fencing and Stone
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Windows and Doors
|
|
3,275
|
|
|
2,864
|
|
|
—
|
|
|||
|
|
$
|
3,275
|
|
|
$
|
2,864
|
|
|
$
|
—
|
|
|
|
For the year ended December 31,
|
||||||||||
(Amounts in thousands)
|
|
2014
|
|
2013
|
|
2012
|
||||||
Domestic
|
|
$
|
(9,685
|
)
|
|
$
|
(69,361
|
)
|
|
$
|
(37,675
|
)
|
Foreign
|
|
(21,689
|
)
|
|
(9,861
|
)
|
|
1,455
|
|
|||
|
|
$
|
(31,374
|
)
|
|
$
|
(79,222
|
)
|
|
$
|
(36,220
|
)
|
|
|
For the year ended December 31,
|
||||||||||
(Amounts in thousands)
|
|
2014
|
|
2013
|
|
2012
|
||||||
Federal:
|
|
|
|
|
|
|
||||||
Current
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Deferred
|
|
(6,962
|
)
|
|
908
|
|
|
835
|
|
|||
|
|
(6,962
|
)
|
|
908
|
|
|
835
|
|
|||
State:
|
|
|
|
|
|
|
|
|
|
|||
Current
|
|
$
|
2,354
|
|
|
$
|
1,634
|
|
|
$
|
2,461
|
|
Deferred
|
|
324
|
|
|
384
|
|
|
(146
|
)
|
|||
|
|
2,678
|
|
|
2,018
|
|
|
2,315
|
|
|||
Foreign:
|
|
|
|
|
|
|
|
|
|
|||
Current
|
|
$
|
(86
|
)
|
|
$
|
(904
|
)
|
|
$
|
(653
|
)
|
Deferred
|
|
4,265
|
|
|
(1,724
|
)
|
|
338
|
|
|||
|
|
4,179
|
|
|
(2,628
|
)
|
|
(315
|
)
|
|||
|
|
|
|
|
|
|
||||||
Total
|
|
$
|
(105
|
)
|
|
$
|
298
|
|
|
$
|
2,835
|
|
|
|
For the year ended December 31,
|
||||||||||
(Amounts in thousands)
|
|
2014
|
|
2013
|
|
2012
|
||||||
Income tax benefit at the federal statutory rate
|
|
$
|
(10,981
|
)
|
|
$
|
(27,728
|
)
|
|
$
|
(12,677
|
)
|
|
|
|
|
|
|
|
||||||
Net change from statutory rate:
|
|
|
|
|
|
|
|
|
|
|||
Valuation allowance-US
|
|
(1,851
|
)
|
|
28,556
|
|
|
16,073
|
|
|||
Valuation allowance-Canada
|
|
9,789
|
|
|
—
|
|
|
—
|
|
|||
State income tax benefit, net of federal income tax benefit
|
|
641
|
|
|
(5,957
|
)
|
|
(919
|
)
|
|||
Taxes at non-U.S. statutory rate
|
|
(48
|
)
|
|
(46
|
)
|
|
194
|
|
|||
Additional provisions/reversals of uncertain tax positions
|
|
131
|
|
|
5,674
|
|
|
(92
|
)
|
|||
Canadian rate differential
|
|
2,015
|
|
|
867
|
|
|
(171
|
)
|
|||
Other, net
|
|
199
|
|
|
(1,068
|
)
|
|
427
|
|
|||
|
|
$
|
(105
|
)
|
|
$
|
298
|
|
|
$
|
2,835
|
|
(Amounts in thousands)
|
|
December 31, 2014
|
|
December 31, 2013
|
||||
Deferred tax assets:
|
|
|
|
|
||||
Accounts receivable
|
|
$
|
1,161
|
|
|
$
|
1,252
|
|
Insurance reserves
|
|
4,011
|
|
|
2,281
|
|
||
Warranty reserves
|
|
29,360
|
|
|
12,874
|
|
||
Pension accrual
|
|
6,041
|
|
|
3,638
|
|
||
Deferred compensation
|
|
6,319
|
|
|
3,831
|
|
||
Inventories
|
|
4,076
|
|
|
3,684
|
|
||
Federal, net operating loss carry-forwards
|
|
104,482
|
|
|
89,280
|
|
||
State, net operating loss carry-forwards
|
|
15,771
|
|
|
12,691
|
|
||
Non-capital losses - foreign jurisdiction
|
|
7,147
|
|
|
3,150
|
|
||
Related party interest
|
|
43,833
|
|
|
43,643
|
|
||
Professional fees
|
|
2,616
|
|
|
667
|
|
||
Environmental reserves
|
|
598
|
|
|
646
|
|
||
Other assets, net
|
|
7,510
|
|
|
5,614
|
|
||
Valuation allowance
|
|
(137,464
|
)
|
|
(126,178
|
)
|
||
Total deferred tax assets
|
|
95,461
|
|
|
57,073
|
|
||
Deferred tax liabilities:
|
|
|
|
|
|
|
||
Property and equipment, net
|
|
(24,750
|
)
|
|
(15,406
|
)
|
||
Intangible assets, net
|
|
(51,254
|
)
|
|
(37,350
|
)
|
||
Deferred financing
|
|
(29,392
|
)
|
|
(10,712
|
)
|
||
Other liabilities, net
|
|
(3,191
|
)
|
|
(2,136
|
)
|
||
Total deferred tax liabilities
|
|
(108,587
|
)
|
|
(65,604
|
)
|
||
Net deferred tax liability
|
|
$
|
(13,126
|
)
|
|
$
|
(8,531
|
)
|
Unrecognized tax benefits balance at January 1, 2013
|
$
|
12,911
|
|
Additions based on tax positions related to current year
|
8,560
|
|
|
Additions for tax positions of prior years
|
10
|
|
|
Reductions for tax positions of prior years
|
(2,946
|
)
|
|
Settlement or lapse of applicable statutes
|
(2,044
|
)
|
|
Unrecognized tax benefits balance at December 31, 2013
|
16,491
|
|
|
Additions based on tax positions related to current year
|
495
|
|
|
Additions for tax positions of prior years
|
5
|
|
|
Reductions for tax positions of prior years
|
(196
|
)
|
|
Settlement or lapse of applicable statutes
|
(277
|
)
|
|
Unrecognized tax benefits balance at December 31, 2014
|
$
|
16,518
|
|
|
|
December 31, 2014
|
|
December 31, 2012
|
||||
Weighted average fair value of options granted
|
|
$
|
4.91
|
|
|
$
|
6.19
|
|
Weighted average assumptions used:
|
|
|
|
|
|
|
||
Expected volatility
|
|
34
|
%
|
|
46
|
%
|
||
Expected term (in years)
|
|
7.00
|
|
|
5.00
|
|
||
Risk-free interest rate
|
|
0.63
|
%
|
|
0.64
|
%
|
||
Expected dividend yield
|
|
—
|
%
|
|
—
|
%
|
|
|
Stock Options
|
|
Weighted-
Average Exercise Price |
|
Weighted-
Average Remaining Contractual Term (Years) |
|
Aggregate Intrinsic Value
|
|||||
|
|
|
|
|
|
|
|
(in thousands)
|
|||||
Balance at January 1, 2013
|
|
3,395,722
|
|
|
$
|
10.83
|
|
|
5.95
|
|
|
—
|
|
Granted
|
|
—
|
|
|
|
|
|
|
|
||||
Exercised
|
|
(91,186
|
)
|
|
$
|
2.15
|
|
|
—
|
|
|
|
|
Forfeited or expired
|
|
(18,786
|
)
|
|
$
|
6.76
|
|
|
—
|
|
|
|
|
Balance at December 31, 2013
|
|
3,285,750
|
|
|
$
|
11.04
|
|
|
5.24
|
|
|
—
|
|
Granted
|
|
188,147
|
|
|
$
|
14.60
|
|
|
—
|
|
|
|
|
Exercised
|
|
(633,305
|
)
|
|
$
|
1.76
|
|
|
—
|
|
|
|
|
Forfeited or expired
|
|
(91,528
|
)
|
|
$
|
12.35
|
|
|
—
|
|
|
|
|
Balance at December 31, 2014
|
|
2,749,064
|
|
|
$
|
13.38
|
|
|
5.50
|
|
|
—
|
|
|
|
For the year ended December 31,
|
||||||||||
(Amounts in thousands)
|
|
2014
|
|
2013
|
|
2012
|
||||||
Net sales
|
|
|
|
|
|
|
||||||
Siding, Fencing, and Stone
|
|
$
|
801,601
|
|
|
$
|
737,841
|
|
|
$
|
658,045
|
|
Windows and Doors
|
|
765,042
|
|
|
627,740
|
|
|
463,256
|
|
|||
|
|
$
|
1,566,643
|
|
|
$
|
1,365,581
|
|
|
$
|
1,121,301
|
|
Operating earnings (loss)
|
|
|
|
|
|
|
|
|
|
|||
Siding, Fencing, and Stone
|
|
$
|
113,089
|
|
|
$
|
111,918
|
|
|
$
|
110,456
|
|
Windows and Doors
|
|
(27,660
|
)
|
|
(38,537
|
)
|
|
(20,565
|
)
|
|||
Unallocated
|
|
(23,931
|
)
|
|
(45,605
|
)
|
|
(19,871
|
)
|
|||
|
|
$
|
61,498
|
|
|
$
|
27,776
|
|
|
$
|
70,020
|
|
Interest income (expense), net
|
|
|
|
|
|
|
|
|
|
|||
Siding, Fencing, and Stone
|
|
$
|
5
|
|
|
$
|
(132
|
)
|
|
$
|
(47
|
)
|
Windows and Doors
|
|
(48
|
)
|
|
(195
|
)
|
|
(18
|
)
|
|||
Unallocated
|
|
71,229
|
|
|
92,011
|
|
|
103,107
|
|
|||
|
|
$
|
71,186
|
|
|
$
|
91,684
|
|
|
$
|
103,042
|
|
Depreciation and amortization
|
|
|
|
|
|
|
|
|
|
|||
Siding, Fencing, and Stone
|
|
$
|
25,255
|
|
|
$
|
24,950
|
|
|
$
|
22,616
|
|
Windows and Doors
|
|
22,510
|
|
|
20,243
|
|
|
29,490
|
|
|||
Unallocated
|
|
698
|
|
|
453
|
|
|
171
|
|
|||
|
|
$
|
48,463
|
|
|
$
|
45,646
|
|
|
$
|
52,277
|
|
Income tax expense (benefit)
|
|
|
|
|
|
|
|
|
|
|||
Unallocated
|
|
$
|
(105
|
)
|
|
$
|
298
|
|
|
$
|
2,835
|
|
|
|
|
|
|
|
|
||||||
Capital expenditures
|
|
|
|
|
|
|
|
|
|
|||
Siding, Fencing, and Stone
|
|
$
|
12,581
|
|
|
$
|
10,053
|
|
|
$
|
11,219
|
|
Windows and Doors
|
|
10,920
|
|
|
14,780
|
|
|
12,617
|
|
|||
Unallocated
|
|
160
|
|
|
1,061
|
|
|
810
|
|
|||
|
|
$
|
23,661
|
|
|
$
|
25,894
|
|
|
$
|
24,646
|
|
|
|
|
|
|
|
|
||||||
|
|
As of December 31,
|
|
|
|
|||||||
|
|
2014
|
|
2013
|
|
|
|
|||||
Total assets
|
|
|
|
|
|
|
|
|
|
|||
Siding, Fencing, and Stone
|
|
$
|
673,543
|
|
|
$
|
654,302
|
|
|
|
|
|
Windows and Doors
|
|
528,938
|
|
|
305,462
|
|
|
|
|
|||
Unallocated
|
|
52,094
|
|
|
81,210
|
|
|
|
|
|||
|
|
$
|
1,254,575
|
|
|
$
|
1,040,974
|
|
|
|
|
|
|
Quarter
Ended December 31, |
|
Quarter
Ended September 27, |
|
Quarter
Ended June 28, |
|
Quarter
Ended March 29, |
|
||||||||
(Amounts in thousands, except per share data)
|
|
2014
|
|
2014
|
|
2014
|
|
2014
|
|
||||||||
Net sales
|
|
$
|
450,119
|
|
|
$
|
437,848
|
|
|
$
|
409,211
|
|
|
$
|
269,465
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Gross profit
|
|
81,994
|
|
(4)
|
98,589
|
|
|
87,405
|
|
|
39,813
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
||||||||
Net income (loss)
|
|
(12,476
|
)
|
(4)
|
21,405
|
|
(4)
|
11,380
|
|
(4)
|
(51,578
|
)
|
(1), (4)
|
||||
Net income (loss) per share attributable to common shareholders:
|
|
|
|
|
|
|
|
|
|
||||||||
Basic
(3)
|
|
$
|
(0.18
|
)
|
|
$
|
0.32
|
|
|
$
|
0.17
|
|
|
$
|
(0.76
|
)
|
|
Diluted
(3)
|
|
$
|
(0.18
|
)
|
|
$
|
0.32
|
|
|
$
|
0.17
|
|
|
$
|
(0.76
|
)
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
|
Quarter
Ended December 31, |
|
Quarter
Ended September 28, |
|
Quarter
Ended June 29, |
|
Quarter
Ended March 30, |
|
||||||||
(Amounts in thousands, except per share data)
|
|
2013
|
|
2013
|
|
2013
|
|
2013
|
|
||||||||
Net sales
|
|
$
|
332,918
|
|
|
$
|
407,426
|
|
|
$
|
368,140
|
|
|
$
|
257,097
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Gross profit
|
|
58,396
|
|
|
84,168
|
|
|
74,260
|
|
|
41,846
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
||||||||
Net income (loss)
|
|
(17,431
|
)
|
|
16,895
|
|
|
(50,877
|
)
|
(2)
|
(28,107
|
)
|
|
||||
Net income (loss) per share attributable to common shareholders:
|
|
|
|
|
|
|
|
|
|
||||||||
Basic
(3)
|
|
$
|
(0.26
|
)
|
|
$
|
0.25
|
|
|
$
|
(0.90
|
)
|
|
$
|
(0.57
|
)
|
|
Diluted
(3)
|
|
$
|
(0.26
|
)
|
|
$
|
0.25
|
|
|
$
|
(0.90
|
)
|
|
$
|
(0.57
|
)
|
|
(1)
|
The net loss for the quarter ended March 29, 2014 includes an approximate
$21.4 million
loss on modification or extinguishment of debt. See Note 5 for description of loss on debt modification and extinguishment.
|
(2)
|
The net loss for the quarter ended June 29, 2013 includes an approximate
$18.9 million
loss on modification or extinguishment of debt as well as
$23.5 million
for initial public offering costs. See Note 5 for description of loss on debt modification and extinguishment.
|
(3)
|
The sum of the quarterly per share amounts may not equal per share amounts reported for year-to-date periods. This is due to changes in the number of weighted average shares outstanding and the effects of rounding for each period.
|
(4)
|
During the quarter ended December 31, 2014, the Company identified and recorded an out of period adjustment totaling
$3.4 million
related to understatement of accounts payable identified in management’s review process. The out of period adjustment would have changed net (loss) income by
($2.6) million
,
$0.0 million
,
($.8) million
and
$3.4 million
for the three months ended March 29, 2014, June 28, 2014, September 27, 2014 and December 31, 2014, respectively. Management has evaluated the impact of this out of period adjustment and concluded that it is not material to the current quarter or to any previously reported quarterly financial statements.
|
PLY GEM HOLDINGS, INC. AND SUBSIDIARIES
|
||||||||||||||||||||||||
CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS
|
||||||||||||||||||||||||
For the year ended December 31, 2014
|
||||||||||||||||||||||||
|
|
Guarantor
|
|
Issuer
|
|
|
|
Non-
|
|
|
|
|
||||||||||||
|
|
Ply Gem
|
|
Ply Gem
|
|
Guarantor
|
|
Guarantor
|
|
Consolidating
|
|
|
||||||||||||
(Amounts in thousands)
|
|
Holdings, Inc.
|
|
Industries, Inc.
|
|
Subsidiaries
|
|
Subsidiary
|
|
Adjustments
|
|
Consolidated
|
||||||||||||
Net sales
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,287,810
|
|
|
$
|
278,833
|
|
|
$
|
—
|
|
|
$
|
1,566,643
|
|
Cost of products sold
|
|
—
|
|
|
—
|
|
|
1,039,502
|
|
|
219,340
|
|
|
—
|
|
|
1,258,842
|
|
||||||
Gross profit
|
|
—
|
|
|
—
|
|
|
248,308
|
|
|
59,493
|
|
|
—
|
|
|
307,801
|
|
||||||
Operating expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Selling, general and
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
administrative expenses
|
|
—
|
|
|
23,931
|
|
|
135,434
|
|
|
64,798
|
|
|
—
|
|
|
224,163
|
|
||||||
Intercompany administrative
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
charges
|
|
—
|
|
|
—
|
|
|
17,381
|
|
|
6,602
|
|
|
(23,983
|
)
|
|
—
|
|
||||||
Amortization of intangible assets
|
|
—
|
|
|
—
|
|
|
16,806
|
|
|
5,334
|
|
|
—
|
|
|
22,140
|
|
||||||
Total operating expenses
|
|
—
|
|
|
23,931
|
|
|
169,621
|
|
|
76,734
|
|
|
(23,983
|
)
|
|
246,303
|
|
||||||
Operating earnings (loss)
|
|
—
|
|
|
(23,931
|
)
|
|
78,687
|
|
|
(17,241
|
)
|
|
23,983
|
|
|
61,498
|
|
||||||
Foreign currency loss
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(992
|
)
|
|
—
|
|
|
(992
|
)
|
||||||
Intercompany interest
|
|
—
|
|
|
60,442
|
|
|
(56,941
|
)
|
|
(3,501
|
)
|
|
—
|
|
|
—
|
|
||||||
Interest expense
|
|
—
|
|
|
(71,234
|
)
|
|
(32
|
)
|
|
(3
|
)
|
|
—
|
|
|
(71,269
|
)
|
||||||
Interest income
|
|
—
|
|
|
5
|
|
|
30
|
|
|
48
|
|
|
—
|
|
|
83
|
|
||||||
Tax receivable agreement liability adjustment
|
|
—
|
|
|
670
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
670
|
|
||||||
Loss on modification or
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
extinguishment of debt
|
|
—
|
|
|
(21,364
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(21,364
|
)
|
||||||
Intercompany administrative income
|
|
—
|
|
|
23,983
|
|
|
—
|
|
|
—
|
|
|
(23,983
|
)
|
|
—
|
|
||||||
Income (loss) before equity in
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
subsidiaries' income (loss)
|
|
—
|
|
|
(31,429
|
)
|
|
21,744
|
|
|
(21,689
|
)
|
|
—
|
|
|
(31,374
|
)
|
||||||
Equity in subsidiaries' income (loss)
|
|
(31,269
|
)
|
|
160
|
|
|
—
|
|
|
—
|
|
|
31,109
|
|
|
—
|
|
||||||
Income (loss) before provision
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
(benefit) for income taxes
|
|
(31,269
|
)
|
|
(31,269
|
)
|
|
21,744
|
|
|
(21,689
|
)
|
|
31,109
|
|
|
(31,374
|
)
|
||||||
Provision (benefit) for income taxes
|
|
—
|
|
|
—
|
|
|
(4,284
|
)
|
|
4,179
|
|
|
—
|
|
|
(105
|
)
|
||||||
Net income (loss)
|
|
$
|
(31,269
|
)
|
|
$
|
(31,269
|
)
|
|
$
|
26,028
|
|
|
$
|
(25,868
|
)
|
|
$
|
31,109
|
|
|
$
|
(31,269
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Other comprehensive income (loss):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Foreign currency translation adjustments
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(9,681
|
)
|
|
—
|
|
|
(9,681
|
)
|
||||||
Unrealized gain on derivative instruments
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,294
|
|
|
—
|
|
|
1,294
|
|
||||||
Minimum pension liability for
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
actuarial loss
|
|
—
|
|
|
(3,504
|
)
|
|
(4,870
|
)
|
|
—
|
|
|
—
|
|
|
(8,374
|
)
|
||||||
Total comprehensive income (loss)
|
|
$
|
(31,269
|
)
|
|
$
|
(34,773
|
)
|
|
$
|
21,158
|
|
|
$
|
(34,255
|
)
|
|
$
|
31,109
|
|
|
$
|
(48,030
|
)
|
PLY GEM HOLDINGS, INC. AND SUBSIDIARIES
|
||||||||||||||||||||||||
CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS
|
||||||||||||||||||||||||
For the year ended December 31, 2013
|
||||||||||||||||||||||||
|
|
Guarantor
|
|
Issuer
|
|
|
|
Non-
|
|
|
|
|
||||||||||||
|
|
Ply Gem
|
|
Ply Gem
|
|
Guarantor
|
|
Guarantor
|
|
Consolidating
|
|
|
||||||||||||
(Amounts in thousands)
|
|
Holdings, Inc.
|
|
Industries, Inc.
|
|
Subsidiaries
|
|
Subsidiary
|
|
Adjustments
|
|
Consolidated
|
||||||||||||
Net sales
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,134,455
|
|
|
$
|
231,126
|
|
|
$
|
—
|
|
|
$
|
1,365,581
|
|
Cost of products sold
|
|
—
|
|
|
—
|
|
|
931,314
|
|
|
175,597
|
|
|
—
|
|
|
1,106,911
|
|
||||||
Gross profit
|
|
—
|
|
|
—
|
|
|
203,141
|
|
|
55,529
|
|
|
—
|
|
|
258,670
|
|
||||||
Operating expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Selling, general and
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
administrative expenses
|
|
—
|
|
|
22,078
|
|
|
113,058
|
|
|
51,995
|
|
|
—
|
|
|
187,131
|
|
||||||
Intercompany administrative
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
charges
|
|
—
|
|
|
—
|
|
|
17,292
|
|
|
6,578
|
|
|
(23,870
|
)
|
|
—
|
|
||||||
Amortization of intangible assets
|
|
—
|
|
|
—
|
|
|
16,874
|
|
|
3,362
|
|
|
—
|
|
|
20,236
|
|
||||||
Initial public offering costs
|
|
—
|
|
|
23,527
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
23,527
|
|
||||||
Total operating expenses
|
|
—
|
|
|
45,605
|
|
|
147,224
|
|
|
61,935
|
|
|
(23,870
|
)
|
|
230,894
|
|
||||||
Operating earnings (loss)
|
|
—
|
|
|
(45,605
|
)
|
|
55,917
|
|
|
(6,406
|
)
|
|
23,870
|
|
|
27,776
|
|
||||||
Foreign currency loss
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,533
|
)
|
|
—
|
|
|
(1,533
|
)
|
||||||
Intercompany interest
|
|
—
|
|
|
79,837
|
|
|
(77,725
|
)
|
|
(2,112
|
)
|
|
—
|
|
|
—
|
|
||||||
Interest expense
|
|
—
|
|
|
(92,019
|
)
|
|
(27
|
)
|
|
—
|
|
|
—
|
|
|
(92,046
|
)
|
||||||
Interest income
|
|
—
|
|
|
8
|
|
|
164
|
|
|
190
|
|
|
—
|
|
|
362
|
|
||||||
Tax receivable agreement liability adjustment
|
|
—
|
|
|
5,167
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5,167
|
|
||||||
Loss on modification or
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
extinguishment of debt
|
|
—
|
|
|
(18,948
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(18,948
|
)
|
||||||
Intercompany administrative income
|
|
—
|
|
|
23,870
|
|
|
—
|
|
|
—
|
|
|
(23,870
|
)
|
|
—
|
|
||||||
Loss before equity in
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
subsidiaries' income loss
|
|
—
|
|
|
(47,690
|
)
|
|
(21,671
|
)
|
|
(9,861
|
)
|
|
—
|
|
|
(79,222
|
)
|
||||||
Equity in subsidiaries' loss
|
|
(79,520
|
)
|
|
(31,830
|
)
|
|
—
|
|
|
—
|
|
|
111,350
|
|
|
—
|
|
||||||
Loss before provision
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
(benefit) for income taxes
|
|
(79,520
|
)
|
|
(79,520
|
)
|
|
(21,671
|
)
|
|
(9,861
|
)
|
|
111,350
|
|
|
(79,222
|
)
|
||||||
Provision (benefit) for income taxes
|
|
—
|
|
|
—
|
|
|
2,926
|
|
|
(2,628
|
)
|
|
—
|
|
|
298
|
|
||||||
Net loss
|
|
$
|
(79,520
|
)
|
|
$
|
(79,520
|
)
|
|
$
|
(24,597
|
)
|
|
$
|
(7,233
|
)
|
|
$
|
111,350
|
|
|
$
|
(79,520
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Other comprehensive income (loss):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Foreign currency translation adjustments
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,937
|
)
|
|
—
|
|
|
(2,937
|
)
|
||||||
Minimum pension liability for
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
actuarial gain
|
|
—
|
|
|
2,198
|
|
|
3,861
|
|
|
$
|
—
|
|
|
—
|
|
|
6,059
|
|
|||||
Total comprehensive loss
|
|
$
|
(79,520
|
)
|
|
$
|
(77,322
|
)
|
|
$
|
(20,736
|
)
|
|
$
|
(10,170
|
)
|
|
$
|
111,350
|
|
|
$
|
(76,398
|
)
|
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 BALANCE SHEET
|
||||||||||||||||||||||||
As of December 31, 2014
|
||||||||||||||||||||||||
(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
|
|
$
|
—
|
|
|
$
|
23,555
|
|
|
$
|
(5,845
|
)
|
|
$
|
15,452
|
|
|
$
|
—
|
|
|
$
|
33,162
|
|
Accounts receivable, net
|
|
—
|
|
|
—
|
|
|
153,791
|
|
|
33,888
|
|
|
—
|
|
|
187,679
|
|
||||||
Inventories:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Raw materials
|
|
—
|
|
|
—
|
|
|
65,772
|
|
|
10,695
|
|
|
—
|
|
|
76,467
|
|
||||||
Work in process
|
|
—
|
|
|
—
|
|
|
32,653
|
|
|
1,725
|
|
|
—
|
|
|
34,378
|
|
||||||
Finished goods
|
|
—
|
|
|
—
|
|
|
54,415
|
|
|
14,653
|
|
|
—
|
|
|
69,068
|
|
||||||
Total inventory
|
|
—
|
|
|
—
|
|
|
152,840
|
|
|
27,073
|
|
|
—
|
|
|
179,913
|
|
||||||
Prepaid expenses and other
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
current assets
|
|
—
|
|
|
1,044
|
|
|
25,840
|
|
|
4,924
|
|
|
—
|
|
|
31,808
|
|
||||||
Deferred income taxes
|
|
—
|
|
|
—
|
|
|
7,680
|
|
|
—
|
|
|
—
|
|
|
7,680
|
|
||||||
Total current assets
|
|
—
|
|
|
24,599
|
|
|
334,306
|
|
|
81,337
|
|
|
—
|
|
|
440,242
|
|
||||||
Investments in subsidiaries
|
|
(96,668
|
)
|
|
(64,046
|
)
|
|
—
|
|
|
—
|
|
|
160,714
|
|
|
—
|
|
||||||
Property and Equipment, at cost:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Land
|
|
—
|
|
|
—
|
|
|
7,085
|
|
|
882
|
|
|
—
|
|
|
7,967
|
|
||||||
Buildings and improvements
|
|
—
|
|
|
—
|
|
|
60,211
|
|
|
5,447
|
|
|
—
|
|
|
65,658
|
|
||||||
Machinery and equipment
|
|
—
|
|
|
2,794
|
|
|
348,951
|
|
|
16,974
|
|
|
—
|
|
|
368,719
|
|
||||||
|
|
—
|
|
|
2,794
|
|
|
416,247
|
|
|
23,303
|
|
|
—
|
|
|
442,344
|
|
||||||
Less accumulated depreciation
|
|
—
|
|
|
(2,083
|
)
|
|
(271,156
|
)
|
|
(8,138
|
)
|
|
—
|
|
|
(281,377
|
)
|
||||||
Total property and equipment, net
|
|
—
|
|
|
711
|
|
|
145,091
|
|
|
15,165
|
|
|
—
|
|
|
160,967
|
|
||||||
Other Assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Intangible assets, net
|
|
—
|
|
|
—
|
|
|
123,333
|
|
|
24,376
|
|
|
—
|
|
|
147,709
|
|
||||||
Goodwill
|
|
—
|
|
|
—
|
|
|
442,233
|
|
|
33,879
|
|
|
—
|
|
|
476,112
|
|
||||||
Intercompany note receivable
|
|
—
|
|
|
953,510
|
|
|
—
|
|
|
—
|
|
|
(953,510
|
)
|
|
—
|
|
||||||
Other
|
|
—
|
|
|
26,784
|
|
|
2,761
|
|
|
—
|
|
|
—
|
|
|
29,545
|
|
||||||
Total other assets
|
|
—
|
|
|
980,294
|
|
|
568,327
|
|
|
58,255
|
|
|
(953,510
|
)
|
|
653,366
|
|
||||||
|
|
$
|
(96,668
|
)
|
|
$
|
941,558
|
|
|
$
|
1,047,724
|
|
|
$
|
154,757
|
|
|
$
|
(792,796
|
)
|
|
$
|
1,254,575
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
|
||||||||||||||||||||||||
Current Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Accounts payable
|
|
$
|
—
|
|
|
$
|
239
|
|
|
$
|
66,452
|
|
|
$
|
17,473
|
|
|
$
|
—
|
|
|
$
|
84,164
|
|
Accrued expenses
|
|
—
|
|
|
19,907
|
|
|
110,290
|
|
|
17,128
|
|
|
—
|
|
|
147,325
|
|
||||||
Current portion of long-term debt
|
|
—
|
|
|
4,300
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4,300
|
|
||||||
Total current liabilities
|
|
—
|
|
|
24,446
|
|
|
176,742
|
|
|
34,601
|
|
|
—
|
|
|
235,789
|
|
||||||
Deferred income taxes
|
|
—
|
|
|
—
|
|
|
14,719
|
|
|
6,087
|
|
|
—
|
|
|
20,806
|
|
||||||
Intercompany note payable
|
|
—
|
|
|
—
|
|
|
844,258
|
|
|
109,252
|
|
|
(953,510
|
)
|
|
—
|
|
||||||
Payable to related parties pursuant to
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
tax receivable agreement
|
|
—
|
|
|
10,917
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
10,917
|
|
||||||
Other long-term liabilities
|
|
—
|
|
|
13,946
|
|
|
76,923
|
|
|
3,945
|
|
|
—
|
|
|
94,814
|
|
||||||
Long-term debt
|
|
—
|
|
|
988,917
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
988,917
|
|
||||||
Commitments and contingencies
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Stockholders' Equity (Deficit):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Preferred stock
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Common stock
|
|
679
|
|
|
679
|
|
|
—
|
|
|
—
|
|
|
(679
|
)
|
|
679
|
|
||||||
Additional paid-in-capital
|
|
745,140
|
|
|
745,140
|
|
|
602,801
|
|
|
16,010
|
|
|
(1,363,951
|
)
|
|
745,140
|
|
||||||
(Accumulated deficit) retained earnings
|
|
(822,512
|
)
|
|
(822,512
|
)
|
|
(653,181
|
)
|
|
(9,701
|
)
|
|
1,485,394
|
|
|
(822,512
|
)
|
||||||
Accumulated other
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
comprehensive income (loss)
|
|
(19,975
|
)
|
|
(19,975
|
)
|
|
(14,538
|
)
|
|
(5,437
|
)
|
|
39,950
|
|
|
(19,975
|
)
|
||||||
Total stockholder's (deficit) equity
|
|
(96,668
|
)
|
|
(96,668
|
)
|
|
(64,918
|
)
|
|
872
|
|
|
160,714
|
|
|
(96,668
|
)
|
||||||
|
|
$
|
(96,668
|
)
|
|
$
|
941,558
|
|
|
$
|
1,047,724
|
|
|
$
|
154,757
|
|
|
$
|
(792,796
|
)
|
|
$
|
1,254,575
|
|
PLY GEM HOLDINGS, INC. AND SUBSIDIARIES
|
||||||||||||||||||||||||
CONDENSED CONSOLIDATING BALANCE SHEET
|
||||||||||||||||||||||||
As of December 31, 2013
|
||||||||||||||||||||||||
|
|
Guarantor
|
|
Issuer
|
|
|
|
Non-
|
|
|
|
|
||||||||||||
|
|
Ply Gem
|
|
Ply Gem
|
|
Guarantor
|
|
Guarantor
|
|
Consolidating
|
|
|
||||||||||||
|
|
Holdings, Inc.
|
|
Industries, Inc.
|
|
Subsidiaries
|
|
Subsidiary
|
|
Adjustments
|
|
Consolidated
|
||||||||||||
ASSETS
|
|
|
||||||||||||||||||||||
Current Assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Cash and cash equivalents
|
|
$
|
—
|
|
|
$
|
57,800
|
|
|
$
|
(4,970
|
)
|
|
$
|
16,971
|
|
|
$
|
—
|
|
|
$
|
69,801
|
|
Accounts receivable, net
|
|
—
|
|
|
—
|
|
|
109,198
|
|
|
29,587
|
|
|
—
|
|
|
138,785
|
|
||||||
Inventories:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Raw materials
|
|
—
|
|
|
—
|
|
|
41,593
|
|
|
9,720
|
|
|
—
|
|
|
51,313
|
|
||||||
Work in process
|
|
—
|
|
|
—
|
|
|
22,781
|
|
|
1,036
|
|
|
—
|
|
|
23,817
|
|
||||||
Finished goods
|
|
—
|
|
|
—
|
|
|
42,751
|
|
|
17,589
|
|
|
—
|
|
|
60,340
|
|
||||||
Total inventory
|
|
—
|
|
|
—
|
|
|
107,125
|
|
|
28,345
|
|
|
—
|
|
|
135,470
|
|
||||||
Prepaid expenses and other
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
current assets
|
|
—
|
|
|
613
|
|
|
17,270
|
|
|
5,331
|
|
|
—
|
|
|
23,214
|
|
||||||
Deferred income taxes
|
|
—
|
|
|
—
|
|
|
2,825
|
|
|
353
|
|
|
—
|
|
|
3,178
|
|
||||||
Total current assets
|
|
—
|
|
|
58,413
|
|
|
231,448
|
|
|
80,587
|
|
|
—
|
|
|
370,448
|
|
||||||
Investments in subsidiaries
|
|
(51,996
|
)
|
|
(229,668
|
)
|
|
—
|
|
|
—
|
|
|
281,664
|
|
|
—
|
|
||||||
Property and Equipment, at cost:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Land
|
|
—
|
|
|
—
|
|
|
3,565
|
|
|
963
|
|
|
—
|
|
|
4,528
|
|
||||||
Buildings and improvements
|
|
—
|
|
|
—
|
|
|
38,059
|
|
|
5,632
|
|
|
—
|
|
|
43,691
|
|
||||||
Machinery and equipment
|
|
—
|
|
|
3,275
|
|
|
300,089
|
|
|
18,250
|
|
|
—
|
|
|
321,614
|
|
||||||
|
|
—
|
|
|
3,275
|
|
|
341,713
|
|
|
24,845
|
|
|
—
|
|
|
369,833
|
|
||||||
Less accumulated depreciation
|
|
—
|
|
|
(1,385
|
)
|
|
(249,344
|
)
|
|
(7,457
|
)
|
|
—
|
|
|
(258,186
|
)
|
||||||
Total property and equipment, net
|
|
—
|
|
|
1,890
|
|
|
92,369
|
|
|
17,388
|
|
|
—
|
|
|
111,647
|
|
||||||
Other Assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Intangible assets, net
|
|
—
|
|
|
—
|
|
|
77,968
|
|
|
32,044
|
|
|
—
|
|
|
110,012
|
|
||||||
Goodwill
|
|
—
|
|
|
—
|
|
|
383,042
|
|
|
37,186
|
|
|
—
|
|
|
420,228
|
|
||||||
Deferred income taxes
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5,406
|
|
|
—
|
|
|
5,406
|
|
||||||
Intercompany note receivable
|
|
—
|
|
|
958,631
|
|
|
—
|
|
|
—
|
|
|
(958,631
|
)
|
|
—
|
|
||||||
Other
|
|
—
|
|
|
20,907
|
|
|
2,326
|
|
|
—
|
|
|
—
|
|
|
23,233
|
|
||||||
Total other assets
|
|
—
|
|
|
979,538
|
|
|
463,336
|
|
|
74,636
|
|
|
(958,631
|
)
|
|
558,879
|
|
||||||
|
|
$
|
(51,996
|
)
|
|
$
|
810,173
|
|
|
$
|
787,153
|
|
|
$
|
172,611
|
|
|
$
|
(676,967
|
)
|
|
$
|
1,040,974
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
|
||||||||||||||||||||||||
Current Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Accounts payable
|
|
$
|
—
|
|
|
$
|
601
|
|
|
$
|
66,847
|
|
|
$
|
15,533
|
|
|
$
|
—
|
|
|
$
|
82,981
|
|
Accrued expenses
|
|
—
|
|
|
31,056
|
|
|
60,843
|
|
|
19,764
|
|
|
—
|
|
|
111,663
|
|
||||||
Total current liabilities
|
|
—
|
|
|
31,657
|
|
|
127,690
|
|
|
35,297
|
|
|
—
|
|
|
194,644
|
|
||||||
Deferred income taxes
|
|
—
|
|
|
—
|
|
|
9,005
|
|
|
8,110
|
|
|
—
|
|
|
17,115
|
|
||||||
Intercompany note payable
|
|
—
|
|
|
—
|
|
|
859,768
|
|
|
98,863
|
|
|
(958,631
|
)
|
|
—
|
|
||||||
Payable to related parties pursuant to
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
tax receivable agreement
|
|
—
|
|
|
11,623
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
11,623
|
|
||||||
Other long-term liabilities
|
|
—
|
|
|
1,861
|
|
|
46,315
|
|
|
4,384
|
|
|
—
|
|
|
52,560
|
|
||||||
Long-term debt
|
|
—
|
|
|
817,028
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
817,028
|
|
||||||
Commitments and contingencies
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Stockholders' Equity (Deficit):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Preferred stock
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Common stock
|
|
672
|
|
|
672
|
|
|
—
|
|
|
—
|
|
|
(672
|
)
|
|
672
|
|
||||||
Additional paid-in-capital
|
|
741,789
|
|
|
741,789
|
|
|
429,748
|
|
|
6,840
|
|
|
(1,178,377
|
)
|
|
741,789
|
|
||||||
(Accumulated deficit) retained earnings
|
|
(791,243
|
)
|
|
(791,243
|
)
|
|
(679,209
|
)
|
|
16,167
|
|
|
1,454,285
|
|
|
(791,243
|
)
|
||||||
Accumulated other
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
comprehensive loss
|
|
(3,214
|
)
|
|
(3,214
|
)
|
|
(6,164
|
)
|
|
2,950
|
|
|
6,428
|
|
|
(3,214
|
)
|
||||||
Total stockholder's (deficit) equity
|
|
(51,996
|
)
|
|
(51,996
|
)
|
|
(255,625
|
)
|
|
25,957
|
|
|
281,664
|
|
|
(51,996
|
)
|
||||||
|
|
$
|
(51,996
|
)
|
|
$
|
810,173
|
|
|
$
|
787,153
|
|
|
$
|
172,611
|
|
|
$
|
(676,967
|
)
|
|
$
|
1,040,974
|
|
PLY GEM HOLDINGS, INC. AND SUBSIDIARIES
|
||||||||||||||||||||||||
CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS
|
||||||||||||||||||||||||
For the year ended December 31, 2014
|
||||||||||||||||||||||||
(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)
|
|
$
|
(31,269
|
)
|
|
$
|
(31,269
|
)
|
|
$
|
26,028
|
|
|
$
|
(25,868
|
)
|
|
$
|
31,109
|
|
|
$
|
(31,269
|
)
|
Adjustments to reconcile net income (loss)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
to cash provided by (used in) operating activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Depreciation and amortization expense
|
|
—
|
|
|
698
|
|
|
39,399
|
|
|
8,366
|
|
|
—
|
|
|
48,463
|
|
||||||
Fair-value premium on purchased inventory
|
|
—
|
|
|
—
|
|
|
38
|
|
|
—
|
|
|
—
|
|
|
38
|
|
||||||
Fair-value decrease of contingent acquisition liability
|
|
—
|
|
|
—
|
|
|
(264
|
)
|
|
—
|
|
|
—
|
|
|
(264
|
)
|
||||||
Non-cash restructuring costs
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,275
|
|
|
—
|
|
|
3,275
|
|
||||||
Non-cash interest expense, net
|
|
—
|
|
|
14,948
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
14,948
|
|
||||||
Loss on foreign currency transactions
|
|
—
|
|
|
—
|
|
|
—
|
|
|
992
|
|
|
—
|
|
|
992
|
|
||||||
Non-cash litigation expense
|
|
—
|
|
|
—
|
|
|
4,573
|
|
|
—
|
|
|
—
|
|
|
4,573
|
|
||||||
Loss on modification or
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
extinguishment of debt
|
|
—
|
|
|
21,364
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
21,364
|
|
||||||
Stock based compensation
|
|
—
|
|
|
2,246
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,246
|
|
||||||
Deferred income taxes
|
|
—
|
|
|
—
|
|
|
(6,638
|
)
|
|
4,265
|
|
|
—
|
|
|
(2,373
|
)
|
||||||
Tax receivable agreement liability adjustment
|
|
—
|
|
|
(670
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(670
|
)
|
||||||
Increase in tax uncertainty,
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
net of valuation allowance
|
|
—
|
|
|
—
|
|
|
131
|
|
|
—
|
|
|
—
|
|
|
131
|
|
||||||
Equity in subsidiaries' net income (loss)
|
|
31,269
|
|
|
(160
|
)
|
|
—
|
|
|
—
|
|
|
(31,109
|
)
|
|
—
|
|
||||||
Other
|
|
—
|
|
|
—
|
|
|
(295
|
)
|
|
—
|
|
|
—
|
|
|
(295
|
)
|
||||||
Changes in operating assets and
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Accounts receivable, net
|
|
—
|
|
|
—
|
|
|
(5,087
|
)
|
|
(7,025
|
)
|
|
—
|
|
|
(12,112
|
)
|
||||||
Inventories
|
|
—
|
|
|
—
|
|
|
(25,603
|
)
|
|
(1,142
|
)
|
|
—
|
|
|
(26,745
|
)
|
||||||
Prepaid expenses and other
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
current assets
|
|
—
|
|
|
(229
|
)
|
|
(4,501
|
)
|
|
(230
|
)
|
|
—
|
|
|
(4,960
|
)
|
||||||
Accounts payable
|
|
—
|
|
|
(362
|
)
|
|
(13,648
|
)
|
|
(3,394
|
)
|
|
—
|
|
|
(17,404
|
)
|
||||||
Accrued expenses
|
|
—
|
|
|
(4,285
|
)
|
|
(4,454
|
)
|
|
(1,013
|
)
|
|
—
|
|
|
(9,752
|
)
|
||||||
Cash payments on restructuring liabilities
|
|
—
|
|
|
—
|
|
|
(1,416
|
)
|
|
(3,553
|
)
|
|
—
|
|
|
(4,969
|
)
|
||||||
Other
|
|
—
|
|
|
—
|
|
|
(449
|
)
|
|
—
|
|
|
—
|
|
|
(449
|
)
|
||||||
Net cash provided by (used in)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
operating activities
|
|
—
|
|
|
2,281
|
|
|
7,814
|
|
|
(25,327
|
)
|
|
—
|
|
|
(15,232
|
)
|
||||||
Cash flows from investing
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Acquisitions, net of cash acquired and outstanding checks assumed
|
|
—
|
|
|
(130,856
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(130,856
|
)
|
||||||
Capital expenditures
|
|
—
|
|
|
(160
|
)
|
|
(20,918
|
)
|
|
(2,583
|
)
|
|
—
|
|
|
(23,661
|
)
|
||||||
Proceeds from sale of assets
|
|
—
|
|
|
—
|
|
|
167
|
|
|
656
|
|
|
—
|
|
|
823
|
|
||||||
Net cash used in
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
investing activities
|
|
—
|
|
|
(131,016
|
)
|
|
(20,751
|
)
|
|
(1,927
|
)
|
|
—
|
|
|
(153,694
|
)
|
||||||
Cash flows from financing
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Proceeds from long-term debt
|
|
—
|
|
|
1,067,725
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,067,725
|
|
||||||
Payments on long-term debt
|
|
—
|
|
|
(855,225
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(855,225
|
)
|
||||||
Proceeds from intercompany
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
investment
|
|
—
|
|
|
(41,033
|
)
|
|
12,062
|
|
|
28,971
|
|
|
—
|
|
|
—
|
|
||||||
Payment of early tender and call premiums
|
|
—
|
|
|
(61,142
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(61,142
|
)
|
||||||
Proceeds from exercises of employee stock options
|
|
—
|
|
|
1,112
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,112
|
|
||||||
Debt issuance costs paid
|
|
—
|
|
|
(16,947
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(16,947
|
)
|
||||||
Net cash provided by
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
financing activities
|
|
—
|
|
|
94,490
|
|
|
12,062
|
|
|
28,971
|
|
|
—
|
|
|
135,523
|
|
||||||
Impact of exchange rate movement
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
on cash
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3,236
|
)
|
|
—
|
|
|
(3,236
|
)
|
||||||
Net decrease in cash
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
and cash equivalents
|
|
—
|
|
|
(34,245
|
)
|
|
(875
|
)
|
|
(1,519
|
)
|
|
—
|
|
|
(36,639
|
)
|
||||||
Cash and cash equivalents at the
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
beginning of the period
|
|
—
|
|
|
57,800
|
|
|
(4,970
|
)
|
|
16,971
|
|
|
—
|
|
|
69,801
|
|
||||||
Cash and cash equivalents at the end
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
of the period
|
|
$
|
—
|
|
|
$
|
23,555
|
|
|
$
|
(5,845
|
)
|
|
$
|
15,452
|
|
|
$
|
—
|
|
|
$
|
33,162
|
|
PLY GEM HOLDINGS, INC. AND SUBSIDIARIES
|
||||||||||||||||||||||||
CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS
|
||||||||||||||||||||||||
For the year ended December 31, 2013
|
||||||||||||||||||||||||
(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 loss
|
|
$
|
(79,520
|
)
|
|
$
|
(79,520
|
)
|
|
$
|
(24,597
|
)
|
|
$
|
(7,233
|
)
|
|
$
|
111,350
|
|
|
$
|
(79,520
|
)
|
Adjustments to reconcile net loss
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
to cash provided by operating activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Depreciation and amortization expense
|
|
—
|
|
|
453
|
|
|
39,030
|
|
|
6,163
|
|
|
—
|
|
|
45,646
|
|
||||||
Fair-value premium on purchased inventory
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,015
|
|
|
—
|
|
|
2,015
|
|
||||||
Fair-value decrease of contingent acquisition liability
|
|
—
|
|
|
—
|
|
|
(358
|
)
|
|
—
|
|
|
—
|
|
|
(358
|
)
|
||||||
Non-cash restructuring costs
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,864
|
|
|
—
|
|
|
2,864
|
|
||||||
Non-cash integration charges
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,220
|
|
|
—
|
|
|
3,220
|
|
||||||
Non-cash interest expense, net
|
|
—
|
|
|
12,221
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
12,221
|
|
||||||
Loss on foreign currency transactions
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,533
|
|
|
—
|
|
|
1,533
|
|
||||||
Loss on modification or
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
extinguishment of debt
|
|
—
|
|
|
18,948
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
18,948
|
|
||||||
Prepaid management fee write off
|
|
—
|
|
|
2,682
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,682
|
|
||||||
Stock based compensation
|
|
—
|
|
|
2,181
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,181
|
|
||||||
Deferred income taxes
|
|
—
|
|
|
—
|
|
|
1,292
|
|
|
(1,724
|
)
|
|
—
|
|
|
(432
|
)
|
||||||
Tax receivable agreement liability adjustment
|
|
—
|
|
|
(5,167
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(5,167
|
)
|
||||||
Reduction in tax uncertainty,
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
net of valuation allowance
|
|
—
|
|
|
—
|
|
|
(520
|
)
|
|
—
|
|
|
—
|
|
|
(520
|
)
|
||||||
Equity in subsidiaries' net loss
|
|
79,520
|
|
|
31,830
|
|
|
—
|
|
|
—
|
|
|
(111,350
|
)
|
|
—
|
|
||||||
Other
|
|
—
|
|
|
—
|
|
|
56
|
|
|
—
|
|
|
—
|
|
|
56
|
|
||||||
Changes in operating assets and
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Accounts receivable, net
|
|
—
|
|
|
—
|
|
|
(1,237
|
)
|
|
7,370
|
|
|
—
|
|
|
6,133
|
|
||||||
Inventories
|
|
—
|
|
|
—
|
|
|
(15,904
|
)
|
|
5,802
|
|
|
—
|
|
|
(10,102
|
)
|
||||||
Prepaid expenses and other
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
current assets
|
|
—
|
|
|
(2,951
|
)
|
|
(5,791
|
)
|
|
(138
|
)
|
|
—
|
|
|
(8,880
|
)
|
||||||
Accounts payable
|
|
—
|
|
|
347
|
|
|
3,925
|
|
|
(16,715
|
)
|
|
—
|
|
|
(12,443
|
)
|
||||||
Accrued expenses
|
|
—
|
|
|
11,304
|
|
|
4,788
|
|
|
8,186
|
|
|
—
|
|
|
24,278
|
|
||||||
Payment of advisory termination fee to affiliate
|
|
—
|
|
|
(18,852
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(18,852
|
)
|
||||||
Cash payments on restructuring liabilities
|
|
—
|
|
|
—
|
|
|
(1,413
|
)
|
|
(2,181
|
)
|
|
—
|
|
|
(3,594
|
)
|
||||||
Other
|
|
—
|
|
|
(69
|
)
|
|
399
|
|
|
3,068
|
|
|
—
|
|
|
3,398
|
|
||||||
Net cash provided by (used in)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
operating activities
|
|
—
|
|
|
(26,593
|
)
|
|
(330
|
)
|
|
12,230
|
|
|
—
|
|
|
(14,693
|
)
|
||||||
Cash flows from investing
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Acquisitions, net of cash acquired
|
|
—
|
|
|
(97,200
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(97,200
|
)
|
||||||
Capital expenditures
|
|
—
|
|
|
(1,061
|
)
|
|
(21,494
|
)
|
|
(3,339
|
)
|
|
—
|
|
|
(25,894
|
)
|
||||||
Proceeds from sale of assets
|
|
—
|
|
|
—
|
|
|
102
|
|
|
—
|
|
|
—
|
|
|
102
|
|
||||||
Net cash used in
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
investing activities
|
|
—
|
|
|
(98,261
|
)
|
|
(21,392
|
)
|
|
(3,339
|
)
|
|
—
|
|
|
(122,992
|
)
|
||||||
Cash flows from financing
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Payments on long-term debt
|
|
—
|
|
|
(148,000
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(148,000
|
)
|
||||||
Payments on previous revolver credit facility
|
|
—
|
|
|
(15,000
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(15,000
|
)
|
||||||
Proceeds from intercompany
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
investment
|
|
—
|
|
|
(21,855
|
)
|
|
21,059
|
|
|
796
|
|
|
—
|
|
|
—
|
|
||||||
Payment of early tender and call premiums
|
|
—
|
|
|
(8,520
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(8,520
|
)
|
||||||
Net proceeds from issuance of common stock
|
|
—
|
|
|
353,756
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
353,756
|
|
||||||
Proceeds from exercises of employee stock options
|
|
—
|
|
|
197
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
197
|
|
||||||
Debt issuance costs paid
|
|
—
|
|
|
(1,256
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,256
|
)
|
||||||
Net cash provided by
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
financing activities
|
|
—
|
|
|
159,322
|
|
|
21,059
|
|
|
796
|
|
|
—
|
|
|
181,177
|
|
||||||
Impact of exchange rate movement
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
on cash
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(885
|
)
|
|
—
|
|
|
(885
|
)
|
||||||
Net increase (decrease) in cash
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
and cash equivalents
|
|
—
|
|
|
34,468
|
|
|
(663
|
)
|
|
8,802
|
|
|
—
|
|
|
42,607
|
|
||||||
Cash and cash equivalents at the
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
beginning of the period
|
|
—
|
|
|
23,332
|
|
|
(4,307
|
)
|
|
8,169
|
|
|
—
|
|
|
27,194
|
|
||||||
Cash and cash equivalents at the end
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
of the period
|
|
$
|
—
|
|
|
$
|
57,800
|
|
|
$
|
(4,970
|
)
|
|
$
|
16,971
|
|
|
$
|
—
|
|
|
$
|
69,801
|
|
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:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Acquisitions, net of cash acquired
|
|
—
|
|
|
—
|
|
|
(100
|
)
|
|
—
|
|
|
—
|
|
|
(100
|
)
|
||||||
Capital expenditures
|
|
—
|
|
|
(810
|
)
|
|
(22,969
|
)
|
|
(867
|
)
|
|
—
|
|
|
(24,646
|
)
|
||||||
Proceeds from sale of assets
|
|
—
|
|
|
—
|
|
|
284
|
|
|
(91
|
)
|
|
—
|
|
|
193
|
|
||||||
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 borrowings
|
|
—
|
|
|
(40,000
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(40,000
|
)
|
||||||
Proceeds from intercompany
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
investment
|
|
—
|
|
|
13,477
|
|
|
(13,477
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Payment of early tender premium
|
|
—
|
|
|
(9,844
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(9,844
|
)
|
||||||
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
|
|
1. Consolidated Financial Statements
|
2. Schedule II Valuation and Qualifying Accounts -
|
Page
130
|
3. Exhibits files - See Exhibit Index
|
|
PLY GEM HOLDINGS, INC.
|
|
|
(Registrant)
|
|
Date: March 13, 2015
|
|
|
|
|
|
|
By:
|
/s/ Gary E. Robinette
|
|
|
Gary E. Robinette
|
|
|
President, Chief Executive Officer, and
Vice Chairman of the Board
|
Signature
|
Title
|
Date
|
|
|
|
/s/ Gary E. Robinette
|
President, Chief Executive Officer, and Vice Chairman of the Board
|
March 13, 2015
|
Gary E. Robinette
|
(Principal Executive Officer)
|
|
|
|
|
/s/ Shawn K. Poe
|
Vice President, Chief Financial Officer, Treasurer
|
March 13, 2015
|
Shawn K. Poe
|
and Secretary (Principal Financial and Accounting Officer)
|
|
|
|
|
/s/ Frederick J. Iseman
|
Chairman of the Board and Director
|
March 13, 2015
|
Frederick J. Iseman
|
|
|
|
|
|
/s/ Steven M. Lefkowitz
|
Director
|
March 13, 2015
|
Steven M. Lefkowitz
|
|
|
|
|
|
/s/ Michael P. Haley
|
Director
|
March 13, 2015
|
Michael P. Haley
|
|
|
|
|
|
/s/ Jeffrey T. Barber
|
Director
|
March 13, 2015
|
Jeffrey T. Barber
|
|
|
|
|
|
/s/ Mary K. Rhinehart
|
Director
|
March 13, 2015
|
Mary K. Rhinehart
|
|
|
|
|
|
/s/ Janice E. Stipp
|
Director
|
March 13, 2015
|
Janice E. Stipp
|
|
|
|
|
|
/s/ Timothy T. Hall
|
Director
|
March 13, 2015
|
Timothy T. Hall
|
|
|
Exhibit Number
|
|
Description
|
2.1
|
|
Agreement and Plan of Merger, dated as of May 29, 2013, by and between Ply Gem Prime Holdings, Inc. and Ply Gem Holdings, Inc. (incorporated by reference from Exhibit 2.1 to the Company’s Form 8-K, dated May 29, 2013 (File No. 001-35930)).
|
|
|
|
2.2
|
|
Stock Purchase Agreement, dated as of August 19, 2014, by and among Ply Gem Industries, Inc., Fortune Brands Home & Security, Inc. and Fortune Brands Windows & Doors, Inc. (incorporated by reference from Exhibit 2.1 to the Company’s Form 10-Q, dated November 7, 2014 (File No. 001-35930)).
|
|
|
|
3.1
|
|
Amended and Restated Certificate of Incorporation (incorporated by reference from Exhibit 3.1 to the Company’s Form 8-K, dated May 29, 2013 (File No. 001-35930)).
|
|
|
|
3.2
|
|
Amended and Restated By-laws (incorporated by reference from Exhibit 3.2 to the Company’s Form 8-K, dated May 29, 2013 (File No. 001-35930)).
|
|
|
|
4.1
|
|
Indenture, dated as of January 30, 2014, among Ply Gem Industries, Inc., the Guarantors party thereto and Wells Fargo Bank, National Association, as Trustee (incorporated by reference from Exhibit 4.1 to the Company’s Form 8-K, dated January 30, 2014 (File No. 001-35930)).
|
|
|
|
4.2
|
|
First Supplemental Indenture, dated as of October 3, 2014, among Ply Gem Industries, Inc., the Guarantors party thereto and Wells Fargo Bank, National Association, as Trustee (incorporated by reference from Exhibit 4.5 to the Company’s Registration Statement on Form S-4, dated November 25, 2014 (File No. 333-200567)).
|
|
|
|
10.1
|
*
|
Ply Gem Holdings, Inc. 2004 Stock Option Plan (incorporated by reference from Exhibit 10.8 to the Company’s Form 8-K, dated May 29, 2013 (File No. 001-35930)).
|
|
|
|
10.2
|
*
|
Form of Incentive Stock Option Agreement for Ply Gem 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)).
|
|
|
|
10.3
|
*
|
Ply Gem Holdings, Inc. Long Term Incentive Plan (incorporated by reference from Exhibit 10.9 to the Company’s Form 8-K, dated May 29, 2013 (File No. 001-35930)).
|
|
|
|
10.4
|
*
|
Form of Performance Unit Award Agreement for Ply Gem 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)).
|
|
|
|
10.5
|
*
|
Form of Restricted Unit Award Agreement for Ply Gem 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)).
|
|
|
|
10.6
|
*
|
Form of Restricted Stock Award Agreement for Ply Gem 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)).
|
|
|
|
10.7
|
*
|
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)).
|
|
|
|
10.8
|
*
|
Letter to John C. Wayne, dated as of December 31, 2014, regarding Renewal of Amended and Restated Retention Agreement.
|
|
|
|
10.9
|
*
|
Amended and Restated Retention Agreement with John Buckley, dated as of December 31, 2008 (incorporated by reference from exhibit 10.21 to the Company's Form 10-K dated March 15, 2013 (File No. 333-114041-07)).
|
|
|
|
10.10
|
*
|
Letter to John Buckley, dated as of December 31, 2014, regarding Renewal of Amended and Restated Retention Agreement.
|
|
|
|
10.11
|
*
|
Amended and Restated Retention Agreement with David Schmoll, dated as of December 31, 2008 (incorporated by reference from exhibit 10.17 to the Company's Form 10-K dated March 15, 2013 (File No. 333-114041-07)).
|
|
|
|
10.12
|
*
|
Letter to David Schmoll, dated as of December 31, 2014, regarding Renewal and Amended and Restated Retention Agreement.
|
|
|
|
10.13
|
*
|
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)).
|
|
|
|
10.14
|
*
|
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)).
|
|
|
|
10.15
|
*
|
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)).
|
|
|
|
10.16
|
*
|
Retention Bonus Award letter to Gary E. Robinette, dated as of March 11, 2015.
|
|
|
|
10.17
|
*
|
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)).
|
|
|
|
10.18
|
*
|
Letter to Shawn K. Poe, dated as of December 31, 2014, regarding Renewal of Amended and Restated Retention Agreement.
|
|
|
|
10.19
|
*
|
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)).
|
|
|
|
10.20
|
*
|
Retention Bonus Award letter to Shawn K. Poe, dated as of March 11, 2015.
|
|
|
|
10.21
|
*
|
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)).
|
|
|
|
10.22
|
*
|
Second Amended and Restated Stockholders’ Agreement, dated as of May 22, 2013, by and among Ply Gem Holdings, Inc., Ply Gem Prime Holdings, Inc., Caxton-Iseman (Ply Gem), L.P., Caxton-Iseman (Ply Gem) II, L.P., the management stockholders named therein and for purposes of certain sections only, Rajaconda Holdings, Inc. (incorporated by reference from Exhibit 10.1 to the Company’s Form 8-K, dated May 29, 2013 (File No. 001-35930)).
|
|
|
|
10.23
|
*
|
Registration Rights Agreement, dated as of May 22, 2013, by and among Ply Gem Holdings, Inc., Caxton-Iseman (Ply Gem), L.P. and Caxton-Iseman (Ply Gem) II, L.P. and other parties named therein (incorporated by reference from Exhibit 10.2 to the Company’s Form 8-K, dated May 29, 2013 (File No. 001-35930)).
|
|
|
|
10.24
|
*
|
Tax Receivable Agreement, dated as of May 22, 2013, by and among Ply Gem Holdings, Inc. and the Tax Receivable Entity (incorporated by reference from Exhibit 10.3 to the Company’s Form 8-K, dated May 29, 2013 (File No. 001-35930)).
|
|
|
|
10.25
|
*
|
Third Amended and Restated Tax Sharing Agreement, dated as of May 23, 2013, between Ply Gem Holdings, Inc. and Ply Gem Industries, Inc. (incorporated by reference from Exhibit 10.4 to the Company’s Form 8-K, dated May 29, 2013 (File No. 001-35930)).
|
|
|
|
10.26
|
*
|
Termination Agreement, dated as of May 29, 2013, between Ply Gem Industries, Inc. and CxCIC LLC (incorporated by reference from Exhibit 10.5 to the Company’s Form 8-K, dated May 29, 2013 (File No. 001-35930)).
|
|
|
|
10.27
|
*
|
Form of Transfer Restriction Agreement between Ply Gem Holdings, Inc. and the stockholder party thereto (incorporated by reference from Exhibit 10.48 to Amendment No. 5 to the Company’s Registration Statement on Form S-1, dated May 13, 2013 (File No. 333-167193)).
|
|
|
|
10.28
|
*
|
Form of Indemnification Agreement (incorporated by reference from Exhibit 10.40 to Amendment No. 5 to the Company's Registration Statement on Form S-1, dated May 13, 2013 (File No. 333-167193)).
|
|
|
|
10.29
|
*
|
Amended and Restated Credit Agreement dated as of November 1, 2013, by and among Ply Gem Holdings, Inc., Ply Gem Industries, Inc., Ply Gem Canada, Inc., Gienow Canada, Inc., Mitten, Inc., the other borrowers named therein, each Lender from time to time party thereto, UBS AG, Stamford Branch, as U.S. Administrative Agent, as U.S. Collateral Agent, as U.S. Swing Line Lender and a U.S. L/C Issuer, Wells Fargo Capital Finance, LLC, as Co-Collateral Agent, 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 AG Cayman Islands Branch, as a U.S. L/C Issuer, Credit Suisse AG, 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 Syndication Agent, Joint Lead Arranger and Joint Bookrunner (incorporated by reference from Exhibit 10.47 to the Company's Form 10-K/A dated March 14, 2014 (File No. 001-35930)).
|
|
|
|
10.30
|
*
|
Amendment to Amended and Restated Credit Agreement, dated as of April 7, 2014, by and among Ply Gem Industries, Inc., Ply Gem Canada, Inc., Gienow Canada Inc. and Mitten Inc., UBS AG, Stamford Branch, as U.S. Administrative Agent, and UBS AG Canada Branch, as Canadian Administrative Agent.
|
|
|
|
10.31
|
*
|
Amendment No. 2 and Incremental Assumption Agreement to Amended and Restated Credit Agreement, dated as of November 6, 2014, by and among Ply Gem Holdings, Inc., Ply Gem Industries, Inc., Gienow Canada Inc. and Mitten Inc., each other Loan Party signatory thereto, each Lender providing an increase to its Revolving Credit Commitment or a new Revolving Credit Commitment, as the case may be, and UBS AG, Stamford Branch, as U.S. Administrative Agent (incorporated by reference from Exhibit 10.1 to the Company’s Registration Statement on Form S-4, dated November 25, 2014 (File No. 333-200567)).
|
|
|
|
10.32
|
*
|
Credit Agreement, dated as of January 30, 2014, by and among Ply Gem Holdings, Inc., Ply Gem Industries, Inc., the Lenders party thereto and Credit Suisse AG, as Administrative Agent and Collateral Agent (incorporated by reference from Exhibit 10.1 to the Company’s Form 8-K, dated January 30, 2014 (File No. 001-35930)).
|
|
|
|
21.1
|
|
List of Subsidiaries.
|
|
|
|
23.1
|
|
Consent of Ernst & Young LLP, independent registered public accounting firm.
|
|
|
|
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, 2014, were formatted in XBRL (Extensible Business Reporting Language): (i) Consolidated Statements of Operations; (ii) Consolidated Statements of Comprehensive (Loss) Income; (iii) Consolidated Balance Sheets; (iv) Consolidated Statements of Cash Flows; (v) Consolidated Statements of Stockholder's Equity (Deficit) and Comprehensive Income (Loss); and (vi) 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, 2014
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Allowance for doubtful accounts and sales allowances............
|
|
$
|
4,453
|
|
|
$
|
961
|
|
|
$
|
—
|
|
|
$
|
(1,250
|
)
|
|
$
|
4,164
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Year ended December 31, 2013
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Allowance for doubtful accounts and sales allowances............
|
|
$
|
3,584
|
|
|
$
|
1,998
|
|
|
$
|
—
|
|
|
$
|
(1,129
|
)
|
|
$
|
4,453
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Year ended December 31, 2012
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Allowance for doubtful accounts and sales allowances…………
|
|
$
|
3,883
|
|
|
$
|
778
|
|
|
$
|
—
|
|
|
$
|
(1,077
|
)
|
|
$
|
3,584
|
|
|
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/ 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
|
|
|
Ply Gem Industries, Inc.
|
|
|
|
By:
/s/ Shawn K. Poe
|
|
Name: Shawn K. Poe
|
|
Title: Vice President and Chief Financial Officer
|
|
|
Accepted and Agreed to:
|
|
By:
/s/ Gary E. Robinette
|
|
Gary E. Robinette
|
|
|
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
|
|
|
Ply Gem Industries, Inc.
|
|
|
|
By:
/s/ Gary E. Robinette
|
|
Name: Gary E. Robinette
|
|
Title: President and Chief Executive Officer
|
|
|
Accepted and Agreed to:
|
|
By:
/s/ Shawn K. Poe
|
|
Shawn K. Poe
|
|
|
/s/ Gary E. Robinette
|
Name:
|
Gary E. Robinette
|
Title:
|
President, Chief Executive Officer, and Vice Chairman of the Board
|
|
/s/ Shawn K. Poe
|
Name:
|
Shawn K. Poe
|
Title:
|
Vice President, Chief Financial Officer, Treasurer and Secretary
|
Date: March 13, 2015
|
/s/ Gary E. Robinette
|
|
Gary E. Robinette
|
|
President, Chief Executive Officer, and Vice Chairman of the Board
|
Date: March 13, 2015
|
/s/ Shawn K. Poe
|
|
Shawn K. Poe
|
|
Vice President, Chief Financial Officer, Treasurer and Secretary
|