10-K 1 pgem2015123110k.htm 10-K 10-K
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-K

[X]        Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the fiscal year ended December 31, 2015
or
[  ]        Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the transition period from _____________ to _____________.

Commission File Number:   001-35930

 
PLY GEM HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
Delaware
 
20-0645710
(State or other jurisdiction of incorporation or organization)
 
(I.R.S. Employer Identification No.)
5020 Weston Parkway, Suite 400, Cary, North Carolina
 
27513
(Address of principal executive offices)
 
(Zip Code)

Registrant's telephone number, including area code: 919-677-3900

Securities registered pursuant to Section 12(b) of the Act:  
Title of each class:
 
Name of each exchange on which registered:
Common Stock, par value $0.01 per share
 
New York Stock Exchange

Securities registered pursuant to Section 12(g) of the Act:  None

Indicate by checkmark if the registrant is a well–known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes [  ]    No [X]

Indicate by checkmark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act.  Yes [  ]    No [X]

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

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes [X]    No [  ]

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K [ ].

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See definitions of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer [  ]    Accelerated filer [X]     Non-accelerated filer [ ]    Smaller reporting company [  ]

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes [  ]  No [X]
The aggregate market value of the voting stock held by non-affiliates of the registrant, as of July 3, 2015, was approximately $262.7 million. Such aggregate market value was computed by reference to the closing price of the common stock as reported on the NYSE on July 3, 2015. For purposes of making this calculation only, the registrant has defined affiliates as including only directors and executive officers and shareholders holding greater than 10% of the voting stock of the registrant as of July 3, 2015.
The Company had 68,127,491 shares of common stock outstanding as of March 14, 2016.

Documents incorporated by reference:  The information required by Part III (Items 10, 11, 12, 13 and 14) of this form 10-K, to the extent not set forth herein, is incorporated herein by reference to the Registrant's definitive Proxy Statement for the 2016 Annual Meeting of Stockholders to be filed with the Securities and Exchange Commission no later than 120 days after December 31, 2015.

  



Form 10-K Annual Report
Table of Contents

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 


CAUTIONARY STATEMENT WITH RESPECT TO FORWARD-LOOKING STATEMENTS

This Annual Report on Form 10-K contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These statements relate to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as “may,” “will,” “should,” “expect,” “plan,” “anticipate,” “believe,” “estimate,” “predict,” “potential” or “continue,” the negative of such terms or other comparable terminology. These statements are only predictions.  Actual events or results may differ materially.

Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Moreover, neither we nor any other person assumes responsibility for the accuracy and completeness of the forward-looking statements.  All written and oral forward-looking statements made in connection with this Annual Report on Form 10-K that are attributable to us or persons acting on our behalf are expressly qualified in their entirety by the "Risk Factors" and other cautionary statements included herein. We are under no duty to update any of the forward-looking statements after the date of this Annual Report on Form 10-K to conform such statements to actual results or to changes in our expectations, except as required by federal securities laws.

There can be no assurance that other factors will not affect the accuracy of these forward-looking statements or that our actual results will not differ materially from the results anticipated in such forward-looking statements. While it is impossible to identify all such factors, factors which could cause actual results to differ materially from those estimated by us include, but are not limited to, the following:
 
• downturns in the home repair and remodeling or the new construction end markets, or the economy or the availability of consumer credit;
 
• competition from other exterior building products manufacturers and alternative building materials;

• an inability to successfully develop new products or improve existing products;
 
• changes in the costs and availability of raw materials, especially polyvinyl chloride ("PVC") resin and aluminum;
 
• consolidation and further growth of our customers;
 
• loss of, or a reduction in orders from, any of our significant customers;
 
• inclement weather conditions;
 
• increases in the cost of labor, union organizing activity and work stoppages at our facilities or the facilities of our suppliers;

• our ability to attract, employ, train and retain qualified personnel at a competitive cost;

• failure to effectively manage labor inefficiencies associated with increased production and new employees added to the Company;
 
• claims arising from the operations of our various businesses prior to our acquisitions;
 
• products liability claims, including class action claims, relating to the products we manufacture;

• litigation costs of defense;
 
• loss of certain key personnel;
 
• interruptions in deliveries of raw materials or finished goods;
 
• environmental costs and liabilities;

• failure to successfully consummate and integrate acquisitions, including any future acquisitions;

• inability to realize anticipated synergies and cost savings with respect to acquisitions;
    
• manufacturing or assembly realignments;
 
• threats to, or impairments of, our intellectual property rights;
 
• increases in transportation and fuel costs;

• increases in foreign currency exchange and interest rates;
 
• material non-cash impairment charges;
 
• our significant amount of indebtedness;

 • non-compliance with covenants in the credit agreement governing our senior secured asset-based revolving credit facility (the "ABL Facility"), the credit agreement governing our senior secured term loan facility (the "Term Loan Facility") and the indenture governing our 6.50% senior notes due 2022 (the "6.50% Senior Notes");

• failure to generate sufficient cash to service all of our indebtedness and make capital expenditures;

• limitations on our net operating losses and payments under the tax receivable agreement to our stockholders;

• exposure of systems and IT infrastructure to security breaches and other cyber security incidents; and

• control by the CI Partnerships (as defined below).


These and other factors are more fully discussed in the “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” sections and elsewhere in this Annual Report on Form 10-K. These risks could cause actual results to differ materially from those implied by forward-looking statements in this Annual Report on Form 10-K.




1


PART I

Item 1.      BUSINESS

Company Overview

We are a leading manufacturer of exterior building products in North America, operating in two reportable segments: (i) Siding, Fencing, and Stone and (ii) Windows and Doors, which comprised approximately 46% and 54% of our sales, respectively, for the fiscal year ended December 31, 2015.  These two segments produce a comprehensive product line of vinyl siding, designer accents, cellular PVC trim, vinyl fencing, vinyl railing, stone veneer, roofing, and vinyl windows and doors used in both the new construction market and the home repair and remodeling market in the United States and Canada.  Vinyl building products have the leading share of sales volume in siding and windows in the United States.  We also manufacture vinyl and aluminum soffit and siding accessories, aluminum trim coil, wood windows, aluminum windows, vinyl and aluminum-clad windows and steel and fiberglass doors, enabling us to bundle complementary and color-matched products and accessories with our core products.  We believe that our comprehensive product portfolio and geographically diverse, low cost manufacturing platform allow us to better serve our customers and provide us with a competitive advantage over other exterior building products suppliers.  

Additional information concerning our business is set forth in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Item 7 of Part II of this report.

Unless the context indicates or requires otherwise, (i) the term “Ply Gem Holdings” refers to Ply Gem Holdings, Inc., (ii) the term “Ply Gem Industries” refers to Ply Gem Industries, Inc., our principal operating subsidiary, and (iii) the terms “we”, “our”, “us”, “Ply Gem”, and the “Company” refer collectively to Ply Gem Holdings and its subsidiaries. The use of these terms is not intended to imply that Ply Gem Holdings and Ply Gem Industries and its subsidiaries are not separate and distinct legal entities.

History

Ply Gem Holdings was incorporated as a wholly owned subsidiary of Ply Gem Investment Holdings, Inc. (“Ply Gem Investment Holdings”), on January 23, 2004 by affiliates of CI Capital Partners for the purpose of acquiring Ply Gem Industries from Nortek, Inc. (“Nortek”).  The Ply Gem acquisition was completed on February 12, 2004.  Prior to the Ply Gem acquisition, our business was known as the Windows, Doors and Siding division of Nortek, where the business operated as a holding company with a broad set of brands.  Since the Ply Gem acquisition, we have acquired ten additional businesses to complement and expand our product portfolio and geographical diversity.  Gary E. Robinette, our President, Chief Executive Officer and Chairman of the Board, joined Ply Gem in October 2006, and has employed the strategy of transitioning Ply Gem to an integrated and consolidated business model under the Ply Gem brand.  On January 11, 2010, Ply Gem Investment Holdings was merged with and into Ply Gem Prime Holdings, Inc. (“Ply Gem Prime”), with Ply Gem Prime being the surviving corporation.  As a result, Ply Gem Holdings was a wholly owned subsidiary of Ply Gem Prime. On May 23, 2013, Ply Gem Holdings issued 18,157,895 shares of common stock in an initial public offering ("IPO"), receiving net proceeds of approximately $353.8 million. In connection with and prior to the IPO, Ply Gem Holdings also issued 48,962,494 shares of common stock in connection with the merger of Ply Gem Prime with Ply Gem Holdings being the surviving entity.

The following is a summary of Ply Gem’s recent acquisition history:

•
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.

•
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.

•
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.

•
On May 29, 2015, Ply Gem acquired substantially all of the assets of Canyon Stone, Inc. (“Canyon Stone”), a manufacturer of stone veneer, for a purchase price of $21.0 million, subject to certain purchase price adjustments. Canyon Stone has manufacturing facilities in Olathe, Kansas and Youngsville, North Carolina. Canyon Stone is included in our Siding, Fencing, and Stone segment.



2

Access to Company Information

The Company maintains a website with the address www.plygem.com. The Company is not including the information contained on the Company’s website as a part of, or incorporating it by reference into, this Annual Report on Form 10-K. The Company makes available through its website its annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and proxy statements as soon as reasonably practicable after the Company electronically files such material with, or furnishes such material to, the Securities and Exchange Commission (“SEC”).
 
Business Strategy

We are pursuing the following business and growth strategies:

•
Capture Growth Related to Housing Market Recovery.  As a leading manufacturer of exterior building products, we intend to capitalize on the continued recoveries in the new construction and the home repair and remodeling markets.  The National Association of Home Builders’ (“NAHB”) 2015 estimate of single family housing starts was 713,000, which was approximately 32% 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 and the overall age of the U.S. housing stock will drive significant future spending for home repair and remodeling.

We expect homeowners’ purchases to focus on items that provide the highest return on investment, have positive energy efficiency attributes and provide potential cost savings.  Our broad product offering addresses expected demand growth from all of these key trends through our exposure to the new construction and the home repair and remodeling end markets, diverse price points, the high recovery value for home improvements derived from our core product categories and the ability to provide products that qualify for energy efficiency rebate and tax programs currently in effect or under consideration.

•
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 2015, our U.S. vinyl siding leading market position remained consistent at approximately 38.8% with our 2014 market position of 38.8%.  Beginning in 2013 and continuing through 2015, we expanded our repair and remodeling presence with the Simonton acquisition and expanded our entry into new product categories such as PVC trim and engineered slate roofing.

•
Expand Brand Coverage and Product Innovation. We are an industry leader with a strong collection of building products and a family of brands. This comprehensive portfolio allows us the unique ability to provide a broad range of home exterior solutions and deliver the greatest value to the broadest segment of customers.  We are committed to building brand equity with trade professionals and consumers; therefore, we invest in tracking our brand health through primary research.  As a company, we utilize an integrated approach to leverage our investment across businesses with a goal of optimizing results.  We have committed resources to advancements in digital marketing, search engine optimization, database management (including lead generation and nurturing) and website user experience to engage with our target audiences directly.  Our social marketing efforts across Ply Gem brands gives us direct daily access to over 140,000 people, with additional audience amplification of more than 1 million viewers per message.  We continue to advertise our brands and products using traditional media such as national industry trade magazines, broadcast media such as HGTV, and purpose initiatives like the “Home for Good Project” with country music icon Alan Jackson and Habitat for Humanity.  Our public relations efforts are far reaching, building awareness for Ply Gem and our products totaling approximately 40 million impressions annually across the United States and Canada. We execute a balanced strategy of in-house and agency talent to execute our marketing initiatives.

We remain focused on our customers and provides best in class product and customer marketing. We successfully launched Ply Gem Engineered Slate Roofing in 2014 and cellular PVC Trim in 2013 and continue to develop innovative product solutions within our existing categories and explore new product solutions adjacent to our core categories. The launch of our "Insight Center" in Durham, North Carolina in 2016 provides a dedicated resource for innovation and product development.

The result of our commitment to product development and innovation has been demonstrated in the approximately $364.1 million of incremental annualized sales that we recognized for new products introduced from 2013 to 2015 excluding any cannibalization of sales of pre-existing products.

We also invest in our future and further brand development by pursuing certain strategic acquisitions if they fit our geographical footprint and strategic focus. For example, in April 2013 we acquired Gienow, a manufacturer of windows and doors in Western Canada, in May 2013 we acquired Mitten, a leading manufacturer of vinyl siding and accessories in Canada, in September 2014 we acquired Simonton, a premier repair and remodeling window company with leading brand recognition, and in May 2015 we acquired Canyon Stone, a manufacturer and distributor of stone veneer and accessories in the United States. These acquisitions provide us with significant presence in Canada, access to new revenue streams, and operating efficiencies to drive further market gains.

•
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 continue to 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 the Simonton acquisition and their presence in the repair and remodeling market will be able to drive increased volumes through these manufacturing facilities and enhance our operating margins.

Over the past several years, we have significantly improved our manufacturing cost structure; however, there are opportunities for further improvements.  We believe that the continued expansion of lean manufacturing and vertical integration in our manufacturing facilities, along with the further consolidation of purchases of key raw materials, supplies and services will continue to provide us with cost advantages compared to our competitors.  In addition, the integration of our sales and marketing efforts across our product categories provides an ongoing opportunity to significantly improve our customer penetration and leverage the strength of our brands.  Furthermore, we have centralized many back office functions into our corporate office in Cary, North Carolina and believe that additional opportunities remain.  We believe all of these factors should drive continued growth in profitability while improving our cash flow and capital efficiency.

3

Industry Overview

Demand for exterior building products, including siding, fencing, stone, windows and doors, is primarily driven by construction of new homes and repair and remodeling of existing homes, which are affected by changes in national and local economic and demographic conditions, employment levels, availability of financing, interest rates, consumer confidence and other economic factors.
 
New Home Construction

Management believes that a U.S. housing recovery will continue on a national basis, supported by favorable demographic trends, historically low interest rates and consumers who are increasingly optimistic about the U.S. housing market. New construction in the United States experienced strong growth from the early 1990s to 2006, with housing starts increasing at a compounded annual growth rate of 3.8%.  However, according to the NAHB, from 2006 to 2013, single family housing starts are estimated to have declined 58% and beginning in 2014 and 2015, single family housing starts began to recover increasing 4.3% and 10.3%, respectively.  While the industry has experienced a period of severe correction, management believes that the long-term economic outlook for new construction in the United States is favorable and supported by an attractive interest rate environment, increasing consumer confidence, improving employment growth and strong demographics, as new household formations and increasing immigration drives demand for starter homes.  According to the Joint Center for Housing Studies of Harvard University, net new household formations between 2016 and 2026 are expected to range anywhere from 11.6 million units to 13.2 million units. 

During 2015, single family housing starts are estimated to have increased 10.2% to 713,000 compared to 2014. During 2014, single family housing starts increased 4.3% to 647,000 compared to 2013. The NAHB is currently forecasting single family housing starts to further increase in 2016 and 2017 by 19.4% and 29.6%, respectively.  

Home Repair and Remodeling

Management believes that the U.S. home repair and remodeling products market is poised for a recovery. Since the early 1990s and through 2006, demand for home repair and remodeling products in the United States increased at a compounded annual growth rate of 4.3%, according to the U.S. Census Bureau, as a result of strong economic growth, low interest rates and favorable demographics.  However, beginning in 2007 the ability for homeowners to finance repair and remodeling expenditures, such as replacement windows or vinyl siding, has been negatively impacted by a general tightening of lending requirements by financial institutions and the significant decrease in home values, which limited the amount of home equity against which homeowners could borrow.  Management believes that expenditures for home repair and remodeling products are also affected by consumer confidence, economic conditions, debt ceiling and national budget deliberations, and unemployment levels. Management believes the long-term economic outlook of the demand for home repair and remodeling products in the United States is favorable and supported by the move towards more energy-efficient products, recent underinvestment in home maintenance and repair, and an aging housing stock.

Description of Business

Financial information about our segments is included in the Notes to Consolidated Financial Statements and incorporated herein by reference.



4

Building Products

The breadth of building products offered by us provides a competitive advantage as we manufacture a wide assortment of products for the exterior of the home as illustrated below.


Siding, Fencing and Stone segment

Products

In our Siding, Fencing and Stone segment, our principal products include vinyl siding and skirting, vinyl and aluminum soffit, aluminum trim coil, cellular PVC trim and mouldings, J-channels, wide crown molding, window and door trim, F-channels, H-molds, fascia, undersill trims, outside/inside corner posts, rain removal systems, injection molded designer accents such as shakes, shingles, scallops, shutters, vents and mounts, vinyl fence, vinyl railing and stone veneer in the United States and Canada. We sell our siding and accessories under our Variform®, Napco®, Mastic® Home Exteriors, Mitten®, and Cellwood® brand names and under the Georgia-Pacific brand name through a private label program. We also sell our vinyl siding and accessories to Lowe's under our Durabuilt® brand name. Our cellular PVC Trim products are sold under our Ply Gem® Trim and Mouldings brand name. Our vinyl fencing and railing products are sold under the Ply Gem brand name. Our stone veneer products are sold under our Canyon Stone and Ply Gem Stone brand name. Our engineered slate polymer products are sold under our Ply Gem Roofing brand name. Our gutter protection products are sold under our Leaf Relief®, Leaf Relief® Snap Tight, Leaf Smart® and Leaf Logic® brand names. A summary of our product lines is presented below according to price point:

5

 
 
Mastic® Home
Exteriors
 
Variform® 
 
Napco® 
 
Cellwood ® 
 
Durabuilt® 
 
Georgia Pacific
 
Mitten®
 
Ply Gem Fence/Rail
 
Ply Gem® Stone
Canyon Stone (1)
Ply Gem ® Trim and Mouldings (2)

Ply Gem Roofing (3)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Specialty/Super Premium
 
Cedar Discovery® 
Structure® 
Home Insulation System™
 
Heritage Cedar®™
Climaforce™
 
Cedar Select®
 American Essence™
 
Cedar Dimensions™
 
670 Series™ Hand Split
650 Series™ Shingle Siding
660 Series™ Round Cut Siding
800 Series Insulated Siding
 
Cedar Spectrum™
Caliber™ High Performance Insulated Siding
 
InsulPlankII
Grand River
 
 
 
Fieldstone Tuscan
Fieldstone Shadow
Ledgestone
Cut Cobblestone
Cobblestone
Ridgestone
Riverstone Brick
Cascade Ledge
True Stack
Manorstone
Canyon Ledge
Castle
Cathedral
Classic
Cobblestone
Country Ledge
Fieldstone
Limestone
Manchester
River Rock
Timber Ledge
Tuscan Field Stone
Southern Ledge
Strip Ledge
Brick
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Premium
 
Quest®
Barkwood® 
Liberty Elite® 
Board + Batten
Designer Series™
Carvedwood 44®
 
Timber Oak Ascent™
Vortex Extreme™
Board & Batten
Camden Pointe®
 
American Splendor®
American Accents
Board & Batten™
 
Dimensions®
 Board & Batten
 
480 Series™

 
Compass™
Select Board & Batten
 
Sentry
 
Elegance Vinyl Fence
 
 
 
Trim Boards
Corners
Post Wraps
Mouldings
Beadboard
Skirtboard Sheets
J-Notch Trim
Post Accents
Engineered Slate Polymer
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Standard
 
Ovation™
Charleston Beaded®
 
 
Nottingham®
Ashton Heights® 
Victoran Harbor®
 
American Herald® 
American Tradition
American 76 Beaded®
 
Progressions® 
Colonial Beaded
 
440 Series™
450 Series™ Beaded
 
Forest Ridge® 
Shadow Ridge® 
Castle Ridge®  
Chatham Ridge®
Somerset™ Coastal
 
Southern Beaded
Highland Cambridge
 Oregon Pride

 
Performance Vinyl Fence and Rail
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Economy
 
Mill Creek®
Eclipse™
 
Contractors Choice®
 
American Comfort®
 
Evolutions®
 
410 Series™
 
Vision Pro® 
Parkside® 
Oakside®
 
Entree
Oregon Pride
 
Classic Vinyl Fence
 
 
 
 
 

(1) The Canyon Stone product line was integrated in 2015 with the May 2015 acquisition of Canyon Stone Inc.
(2) The cellular PVC Trim product category launched during the first quarter of 2013.
(3) The Engineered Slate Roofing product category launched during the third quarter of 2014.
 
The breadth of our product lines and our multiple brand and price point strategy enable us to target multiple distribution channels (wholesale and specialty distributors, retailers and manufactured housing) and end users (new construction and home repair and remodeling).

6


Customers and distribution

We have a multi-channel distribution network that serves both the new construction and the home repair and remodeling sectors, which exhibit different, often counter-balancing, demand characteristics.  In conjunction with our multiple brand and price point strategy, we believe our multi-channel distribution strategy enables us to increase our sales and sector penetration while minimizing channel conflict.  We believe our strategy reduces our dependence on any one channel, which provides us with a greater ability to sustain our financial performance through economic fluctuations.

We sell our siding and accessories to specialty distributors (one-step distribution) and to wholesale distributors (two-step distribution).  Our specialty distributors sell directly to remodeling contractors and builders.  Our wholesale distributors sell to retail home centers and lumberyards who, in turn, sell to remodeling contractors, builders and consumers.  In the specialty channel, we have developed an extensive network of approximately 800 independent distributors, serving over 22,000 contractors and builders nationwide.  We are well-positioned in this channel as many of these distributors are both the largest and leading consolidators in the industry.  In the wholesale channel, we are the sole supplier of vinyl siding and accessories to BlueLinx (formerly a distribution operation of the Georgia-Pacific Corporation), one of the largest building products distributors in the United States.  Through BlueLinx and our BlueLinx dedicated sales force, our Georgia-Pacific private label vinyl siding products are sold at major retail home centers, lumberyards and manufactured housing manufacturers.  A portion of our siding and accessories is also sold directly to home improvement centers.  Our growing customer base of fencing and railing consists of fabricators, distributors, retail home centers and lumberyards.  Our customer base of stone veneer products consists of distributors, lumberyards, retailers, builders and contractors. Our customer base of roofing products consists of distributors, lumberyards, retailers and contractors. In Canada, our complete offering of vinyl siding, accessories, trim, and moldings, along with Ply Gem manufactured and third party sourced complimentary products are primarily distributed through our 19 Mitten branch locations, to retail home centers and lumberyards, and new construction and remodeling contractors.

Our largest customer, ABC Supply Co., Inc., comprised 16.9%, 16.0%, and 15.7% of the net sales of our Siding, Fencing, and Stone segment for the years ended December 31, 2015, 2014, and 2013, respectively.

Production and facilities

Vinyl siding, skirting, soffit and accessories are manufactured in our Martinsburg, West Virginia, Jasper, Tennessee, Stuarts Draft, Virginia, Kearney, Missouri, and Paris, Ontario facilities, while all metal products are produced in our Sidney, Ohio facility.  The majority of our injection molded products such as shakes, shingles, scallops, shutters, vents and mounts are manufactured in our Gaffney, South Carolina facility.  The cellular PVC trim and mouldings products are manufactured in Kearney, Missouri and St. Marys, West Virginia. The vinyl, metal, and injected molded plants have sufficient capacity to support planned levels of sales growth for the foreseeable future.  Our fencing and railing products are currently manufactured at our York, Nebraska and Fair Bluff, North Carolina facilities.  The fencing and railing plants have sufficient capacity to support our planned sales growth for the foreseeable future.  Our stone veneer products are manufactured at our Middleburg, Pennsylvania, Olathe, Kansas and Youngsville, North Carolina facilities.  Our engineered slate roofing products are currently manufactured at our Fair Bluff, North Carolina facility. Our manufacturing facilities are among the safest in all of North America with three of them having received the highest federal and/or state OSHA safety award and rating.

Raw materials and suppliers

PVC resin and aluminum are major components in the production of our Siding, Fencing, and Stone products. PVC resin and aluminum are commodity products and are available from both domestic and international suppliers. Changes in PVC resin and aluminum prices have a direct impact on our cost of products sold.  Historically, we have been able to pass on the price increases to our customers.  The results of operations for individual quarters can be negatively impacted by a delay between the time of raw material cost increases and price increases that we implement in our products, or conversely can be positively impacted by a delay between the time of a raw material price decrease and competitive pricing moves that we implement accordingly.

Recycled plastics are a major component in the production of our roofing products. The price of recycled plastics has risen above historical levels and is expected to remain high. The recycled plastic market is driven by supply and demand and therefore causes the recycled plastic market to be volatile.


Competition

We compete with other national and regional manufacturers of vinyl siding, aluminum, cellular PVC, fencing, and stone products. We believe we are currently the largest manufacturer of vinyl siding in North America. Our vinyl siding competitors include CertainTeed, Alside, Royal Building Products and smaller regional competitors. Based on our internal estimates and industry experience, we believe that we have a U.S. vinyl siding market position of 38.8% in 2015, inclusive of Mitten's 2.3% share of the U.S. vinyl siding market, and a Canadian market position of 30.2%. Our aluminum accessories competitors include Alsco, Gentek and other smaller regional competitors. Significant growth in vinyl fencing and railing has attracted many new entrants, and the sector today is fragmented with numerous competitors including U.S. Fence, Homeland, Westech, Bufftech, and Azek. Our cellular PVC trim and moulding competitors include Azek, Inteplast, Kommerling (KOMA), Jain (Excel), Wolfpac (Veratex), Tapco (Kleer), CertainTeed and Royal Building Products. Our stone veneer competitors include Boral, Eldorado Stone, Coronado Stone and smaller regional competitors. We generally compete on product quality, breadth of product offering, sales and service support. In addition to competition from other vinyl siding, fencing and stone products, our products face competition from alternative materials, such as wood, metal, fiber cement and masonry. Increases in competition from other exterior building products manufacturers and alternative building materials could cause us to lose customers and lead to net sales decreases.

Intellectual property

We possess a wide array of intellectual property rights, including patents, trademarks, tradenames, licenses, proprietary technology and know-how and other proprietary rights.  In connection with the marketing of our products, we generally obtain trademark protection for our brand names in the Siding, Fencing, and Stone segment.  Depending on the jurisdiction, trademarks are valid as long as they are in use and/or their registrations are properly maintained and they have not become generic.  With Mitten Building Products in the Canadian market, we license our Procanna Windows and Doors brand for the production of exclusive Mitten distributed products from contracted, provincial third-party fabricators. Registrations of trademarks can generally be renewed indefinitely as long as the trademarks are in use.  We license the Georgia-Pacific trademark for our Georgia-Pacific private label vinyl siding products sold through BlueLinx. While we do not believe the Siding, Fencing, and Stone segment is dependent on any one of our trademarks, we believe that our trademarks are important to the development and conduct of our business as well as the marketing of our products.  We vigorously protect all of our intellectual property rights.

7



Seasonality

Markets for our products are seasonal and can be affected by inclement weather conditions.  Historically, our business has experienced increased sales in the second and third quarters of the year due to increased construction during those periods.  Because a portion of our overhead and expenses are fixed throughout the year, our operating profits tend to be lower in the first and fourth quarters.  Inclement weather conditions can affect the timing of when our products are applied or installed, causing delayed profit margins when such conditions exist.

We generally carry increased working capital during the first half of a fiscal year to support those months where customer demand exceeds production capacity.  We believe that this is typical within the industry.

Backlog

Our Siding, Fencing, and Stone segment had a backlog of approximately $11.3 million at December 31, 2015, and a backlog of approximately $9.3 million at December 31, 2014.  We filled 100% of the backlog at December 31, 2014 during 2015. We expect to fill 100% of the orders during 2016 that were included in our backlog at December 31, 2015.

Windows and Doors segment

Products

In our Windows and Doors segment, our principal products include vinyl, aluminum-clad vinyl, aluminum, wood and clad-wood windows and patio doors and steel, wood, and fiberglass entry doors that serve both the new construction and the home repair and remodeling sectors in the United States and Canada.  Our products in our Windows and Doors segment are sold under the Ply Gem® Windows, Simonton® Windows, Great Lakes® Window, and Ply Gem® Canada brands.  A summary of our current product lines is presented below according to price point:
 
Ply Gem U.S. Windows
Great Lakes
Window
Ply Gem Canada
Simonton
 
New Construction
Replacement
Replacement
New Construction & Replacement
New Construction
Replacement
 
 
 
 
 
 
 
Specialty/Super-Premium
 
Mira® Premium Series
 
Uniframe®
EcoSMART
Signature
 
Impressions 9800
VantagePointeTM 6500

 
 
 
 
 
 
 
Premium
Mira® Premium Series
Premium Series
Lifestyles®
Design Enviro Fiber Stain

ProFinish® Brickmould 600
ProFinish® Master

Daylight MaxTM
LumeraTM
Reflections®  5500
Stormbreaker Plus
VantagePointeTM 6100
VantagePointeTM 6200
VantagePointeTM 6200

 
 
 
 
 
 
 
Standard
1500 Vinyl Collection
Pro Series
Seabrooke®
Classic Comfort Fiber Tuff
ProFinish® Brickmould 300
ProFinish® Contractor

Madeira
Reflections®  5300
VantagePointeTM 6060
ClearValue

 
 
 
 
 
 
 
Economy
Builder Series
Contractor Series
Bayshore®
Vista
ProFinish® Builder

Verona
AsureTM
Reflections® 5050


We continue introducing new products to the portfolio which allow us to enter or further penetrate new distribution channels and customers.  The breadth of our product lines and our multiple price point strategy enable us to target multiple distribution channels (wholesale and specialty distributors, retailers and manufactured housing) and end user markets (new construction and home repair and remodeling).

8



Customers and distribution

We have a multi-channel distribution and product strategy that enables us to serve both the new construction and the home repair and remodeling markets.  By offering this broad product offering and industry leading service, we are able to meet the local needs of our customers on a national scale.  This strategy has enabled our customer base (existing and new) to simplify their supply chain by consolidating window suppliers.  Our good, better, best product and price point strategy allows us to increase our sales and sector penetration while minimizing channel conflict.  This strategy reduces our dependence on any one channel, providing us with a greater ability to sustain our financial performance through economic fluctuations.

The new construction product lines are sold for use in new residential and light commercial construction through a highly diversified customer base, which includes independent building material dealers, regional/national lumberyard chains, builder direct/OEMs and retail home centers.  Our repair and remodeling window products are primarily sold through independent home improvement dealers, one-step distributors, and big box retail outlets.  Dealers typically market directly to homeowners or contractors in connection with remodeling requirements while distributors concentrate on local independent retailers.

In Canada, sales of product lines for new construction are predominantly made through direct sales to builders and contractors, while sales for repair and remodeling are made primarily through retail lumberyards but also direct to contractors and direct to consumers through our supply and install services.  Ply Gem Canada products are distributed through twelve Ply Gem distribution centers.

Our sales to our five largest window and door customers represented 32.4%, 37.3%, and 25.7% of the net sales of our Windows and Doors segment for the years ended December 31, 2015, 2014, and 2013, respectively.
 

Production and facilities

Our window and door products leverage a network of vertically integrated production and distribution facilities located in Virginia, Ohio, North Carolina, Georgia, Texas, California, Washington, West Virginia, Illinois and Alberta, Canada.  Our window and door manufacturing facilities have benefited from our continued investment and commitment to product development and product quality combined with increasing integration of best practices across our product offerings.  In 2010, we began producing vinyl compound for our west coast facilities which improved our operating efficiency and resulted in lower production cost for these items.  In 2010, we continued making upgrades to insulated glass production lines in anticipation of more stringent energy efficiency requirements driven by changes in building codes and consumer demand for Energy Star rated products.

While market conditions will dictate future capacity requirements, we have the ability to increase capacity in a cost effective manner by expanding production shifts and lines.  Significant housing demand increases to historical levels may require additional capital investment in certain geographical areas to meet this increased demand. Any capacity increase may, however, initially be offset by labor inefficiencies or difficulties obtaining the appropriate labor force. Ongoing capital investments will focus on new product introductions and simplification, equipment maintenance and cost reductions.   

During 2013 and 2014, our Windows and Doors segment further streamlined its product offerings by realigning its SKUs to simplify the structure and manufacturing process while maximizing product features for our customers at competitive prices. During 2014, Ply Gem Canada and Gienow consolidated production and distribution facilities, and rationalized and rebranded product lines. As a result, during 2014 four redundant distribution facilities were closed, and manufacturing was largely consolidated into the former Gienow factory.

9



Raw materials and suppliers

PVC compound, wood, aluminum and glass are major components in the production of our window and door products.  These products are commodity products available from both domestic and international suppliers. Historically, changes in PVC compound, aluminum billet and wood cutstock prices have had the most significant impact on our material cost of products sold in our Windows and Doors segment.  We are one of the largest consumers of PVC resin in North America and we continue to leverage our purchasing power on this key raw material.  The PVC resin compound that is used in our window lineal production is produced internally.  The leveraging of our PVC resin buying power and our PVC resin compounding capabilities benefits all of our window companies.  Our window plants have consolidated glass purchases to take advantage of strategic sourcing savings opportunities.  In addition, we have continued to vertically integrate aluminum extrusion in our window plants.

Competition

The window and patio door sector remains fragmented, comprised primarily of local and regional manufacturers with limited product offerings.  The sector’s competitors in the United States include national brands, such as Jeld-Wen, Pella and Andersen, and numerous regional brands, including MI Home Products, Atrium, Weathershield and Milgard.  Competitors in Canada include Jeld-Wen, All Weather, Loewen, and numerous regional brands.  We generally compete on service, product performance, product offering, sales and support.  We believe all of our products are competitively priced and that we are one of the only manufacturers to serve all end markets and price points.

Intellectual property

We possess a wide array of intellectual property rights, including patents, trademarks, tradenames, licenses, proprietary technology and know-how and other proprietary rights.  In connection with the marketing of our products, we generally obtain trademark protection for our brand names in the Windows and Doors segment.  Depending on the jurisdiction, trademarks are valid as long as they are in use and/or their registrations are properly maintained and they have not become generic.  Registrations of trademarks can generally be renewed indefinitely as long as the trademarks are in use. While we do not believe the Windows and Doors segment is dependent on any one of our trademarks, we believe that our trademarks are important to the Windows and Doors segment and the development and conduct of our business as well as the marketing of our products.  We vigorously protect all of our intellectual property rights.

Seasonality

Markets for our products are seasonal and can be affected by inclement weather conditions.  Historically, our business has experienced increased sales in the second and third quarters of the year due to increased construction during those periods.  Accordingly, our working capital is typically higher in the second and third quarters as well. Because much of our overhead and expense are fixed throughout the year, our operating profits tend to be lower in the first and fourth quarters.  Inclement weather conditions can affect the timing of when our products are applied or installed, causing delayed profit margins when such conditions exist.

Because we have successfully implemented lean manufacturing techniques and many of our windows and doors are made to order, inventories in our Windows and Doors segment do not change significantly with seasonal demand.

Backlog

Our Windows and Doors segment had a backlog of approximately $46.6 million at December 31, 2015 and approximately $42.9 million at December 31, 2014.  We filled 100% of the backlog at December 31, 2014 during 2015. We expect to fill 100% of the orders during 2016 that were included in our backlog at December 31, 2015.

10



Environmental and Other Regulatory Matters

We are subject to United States and Canadian federal, state, provincial and local laws and regulations relating to pollution and the protection of the environment, including those governing emissions to air, discharges to water, use, storage and transport of hazardous materials, storage, treatment and disposal of waste, remediation of contaminated sites, and protection of worker health and safety.  From time to time, our facilities are subject to investigation by governmental regulators.  In addition, we have been identified as one of many potentially responsible parties for contamination present at certain offsite locations to which we or our predecessors are alleged to have sent hazardous materials for recycling or disposal.  We may be held liable, or incur fines or penalties, in connection with such requirements or liabilities for, among other things, releases of hazardous substances occurring on or emanating from current or formerly owned or operated properties or any associated offsite disposal location, or for known or newly-discovered contamination at any of our properties from activities conducted by us or previous occupants.  The amount of any liability, fine or penalty may be material, and certain environmental laws impose strict, and under certain circumstances joint and several, liability for the cost of addressing releases of hazardous substances upon certain classes of persons, including site owners or operators and persons that disposed or arranged for the disposal of hazardous substances at contaminated sites.


MW Manufacturers Inc. (“MW”), a subsidiary of MWM Holding, Inc. ("MWM Holding"), entered into an Administrative Order on Consent (the “Consent Order”), effective September 12, 2011, with the United States Environmental Protection Agency (“EPA”), Region III, under Section 3008(h) of the Resource Conservation and Recovery Act ("RCRA"), with respect to its Rocky Mount, Virginia property.  During 2011, as part of the Consent Order, MW provided the EPA, among other things, a RCRA Facility Investigation Workplan (the "Workplan") as well as a preliminary cost estimate of approximately $1.8 million for the predicted assessment, remediation and monitoring activities to be conducted pursuant to the Consent Order over the remediation period, which is currently estimated through 2023. During 2012, the EPA approved the Workplan, and MW is currently implementing the Workplan. We have recorded approximately $0.3 million of this environmental liability within current liabilities and approximately $1.2 million within other long-term liabilities in our consolidated balance sheets at December 31, 2015 and 2014.  We will adjust this environmental remediation liability in future periods, if necessary, as further information develops or circumstances change.

Certain liabilities with respect to this contamination relate to the previous closure of an underground storage tank and were assumed by U.S. Industries, Inc., pursuant to its indemnity obligation under the stock purchase agreement dated August 11, 1995, whereby U.S. Industries, Inc. sold the stock of MW to FPI Acquisition Corp. (“Fenway Partners”). As the successor-in-interest of Fenway Partners, we are similarly indemnified by U.S. Industries, Inc.  Notwithstanding this indemnity, however, under applicable Federal and State laws, MW, and Ply Gem as its parent, could be held liable for all or part of the costs associated with the matter under certain circumstances. Moreover, our ability to seek indemnification from U.S. Industries, Inc. is limited by the terms and limits of the indemnity as well as the strength of U.S. Industries, Inc.’s financial condition, which could change in the future.  As of December 31, 2015, no recovery has been recognized on our consolidated balance sheet, but we will actively pursue the validity of this indemnity in future periods and will recognize future recoveries in the period in which they become probable.

The State of Nebraska is investigating certain groundwater contamination in northern York, Nebraska, comprised primarily of volatile organic compounds (VOC) (predominantly trichloroethene (TCE)). In December 2013, the EPA announced its proposal to add this groundwater contamination site to the Superfund National Priorities List (NPL) after it was referred to the EPA by the State of Nebraska. Sampling was conducted at the Kroy Building Products, Inc. (“Kroy”) facility in York, Nebraska during the first quarter of 2010. In February 2015, the EPA sent a request for information pursuant to Section 104 of the Comprehensive Environmental Response, Compensation, and Liability Act (CERCLA), and Kroy has responded to this request for information. Given the preliminary stage of this matter, we have not recorded a liability for this matter in our consolidated balance sheet as of December 31, 2015. Alcan Aluminum Corporation (“Alcan”) has assumed the obligation to indemnify us with respect to certain liabilities for environmental contamination of the Kroy facility occurring prior to 1994. Notwithstanding this indemnity, however, under applicable Federal and State laws, Kroy, and Ply Gem as its parent, could be held liable for all or part of the costs associated with the matter under certain circumstances. Moreover, the ability of Kroy and Ply Gem to seek indemnification may be limited by the terms and limits of the indemnity as well as the strength of Alcan’s financial condition, which could change in the future.

11



We are currently involved in environmental proceedings involving Gienow Canada Inc. (f/k/a Ply Gem Canada, Inc.) and Alberta Environment (arising from subsurface contamination discovered at our Calgary, Alberta property), for which we have a $0.1 million liability included in our consolidated balance sheet, and we may in the future be subject to environmental proceedings involving Thermal-Gard, Inc. (arising from groundwater contamination in Punxsutawney, Pennsylvania), Mastic Home Exteriors, Inc. (“MHE”) (relating to a closed landfill site in Sidney, Ohio as well as participating as a potentially responsible party in nine contaminated sites in Indiana, Ohio and South Carolina), and Simonton (relating to closed lagoons and certain contamination in Paris, Illinois as well as certain contamination associated with certain 7-Eleven convenience food stores). Under the stock purchase agreement governing the MHE acquisition, Alcoa Securities Corporation and Alcoa, Inc. are to indemnify us for certain environmental liabilities in excess of $2.5 million, including liabilities relating to the landfill site in Sidney, Ohio and the nine contaminated sites in Indiana, Ohio and South Carolina. Under the stock purchase agreement governing the Simonton acquisition, Fortune Brands Windows & Doors, Inc., is to indemnify us for any environmental claims associated with the 7-Eleven convenience food stores. Our ability to seek indemnification or enforce these and other obligations is, however, limited by the strength of the financial condition of the indemnitor or responsible party, which could change in the future, as well as the terms and limits of any such indemnities or obligations.

Based on current information, we are not aware of any compliance obligations, claims, releases or investigations that will have a material adverse effect on our results of operations, cash flows or financial position except as otherwise disclosed in our consolidated financial statements. However, there can be no guarantee that previously known or newly-discovered matters or any inability to enforce our available indemnification rights against previous owners of the Company, its subsidiaries, or their businesses or properties will not result in material costs or liabilities. While the purchase agreements governing certain of our acquisitions provide that the sellers will indemnify us, subject to certain limitations, for certain environmental liabilities, our ability to seek indemnification from the respective sellers is limited by various factors, including the financial condition of the indemnitor or responsible party as well as by the terms and limits of such indemnities or obligations. As a result, there can be no assurance that we could receive any indemnification from the sellers, and any related environmental liabilities, costs or penalties could have a material adverse effect on our financial condition and results of operations.

We voluntarily comply with the Vinyl Siding Institute (“VSI”) Certification Program with respect to our vinyl siding and accessories.  Under the VSI Certification Program, third party verification and certification, provided by Architectural Testing, Inc. (“ATI”), is used to ensure uniform compliance with the minimum standards set by the American Society for Testing and Materials (“ASTM”).  Those products compliant with ASTM specifications for vinyl siding will perform satisfactorily in virtually any environment.  Upon certification, products are added to the official VSI list of certified products and are eligible to bear the official VSI certification logo.

Employees

•
As of December 31, 2015, we had 8,669 full-time employees worldwide, of whom 7,504 were in the United States and 1,165 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.
•
Approximately 4.9% 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 expires in June 2017.
•
Approximately 6.2% 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.

12



Financial Information about Geographic Areas

All of the Company’s operations are located in the United States and Canada.  

Revenue from external customers for the year ended December 31, 2015 consisted of:
•
$1,642.2 million from United States customers
•
$192.5 million from Canadian customers
•
$5.0 million from all other foreign customers

Revenue from external customers for the year ended December 31, 2014 consisted of:
•
$1,304.6 million from United States customers
•
$250.8 million from Canadian customers
•
$11.2 million from all other foreign customers

Revenue from external customers for the year ended December 31, 2013 consisted of:
•
$1,140.5 million from United States customers
•
$217.5 million from Canadian customers
•
$7.6 million from all other foreign customers

At December 31, 2015, 2014, and 2013, long-lived assets totaled approximately $57.7 million, $73.4 million, and $92.0 million, respectively, in Canada, and $737.3 million, $740.9 million, and $578.5 million, respectively, in the United States.  We are exposed to risks inherent in any foreign operation, including foreign exchange rate fluctuations.

 Item 1A.  RISK FACTORS
Risks Associated with Our Business

Downturns in the home repair or the remodeling and new construction end markets, or the economy or the availability of consumer credit, could adversely impact our end users and lower the demand for, and pricing of, our products, which in turn could cause our net sales and net income to decrease.

Our performance is dependent to a significant extent upon the levels of home repair and remodeling and new construction spending, which declined significantly beginning in 2008 and continued through 2013 with recovery commencing in 2014 and 2015. Housing levels remained depressed in 2015 compared to historical levels, even with the recovery the last few years, and are affected by such factors as interest rates, inflation, consumer confidence, unemployment and the availability of consumer credit.

Our performance is also dependent upon consumers having the ability to finance home repair and remodeling projects and/or the purchase of new homes.  The ability of consumers to finance these purchases is affected by such factors as new and existing home prices, homeowners’ equity values, interest rates and home foreclosures, which in turn could result in a tightening of lending standards by financial institutions and reduce the ability of some consumers to finance home purchases or repair and remodeling expenditures.  Trends such as declining home values, increased home foreclosures and tightening of credit standards by lending institutions, negatively impacted the home repair and remodeling and the new construction sectors during the recession which began in 2008.  Despite the recent abatement of these negative market factors, any recurrence or worsening of these items, may be adversely affected our net sales and net income.

We face competition from other exterior building products manufacturers and alternative building materials. If we are unable to compete successfully, we could lose customers and our sales could decline.

We compete with other national and regional manufacturers of exterior building products.  Some of these companies are larger and have greater financial resources than we do.  Accordingly, these competitors may be better equipped to withstand changes in conditions in the industries in which we operate and may have significantly greater operating and financial flexibility than we do.  Competitors could take a greater share of sales and cause us to lose business from our customers.  Additionally, our products face competition from alternative materials, such as wood, metal, fiber cement, masonry and composites in siding, and wood, composites and fiberglass in windows.  An increase in competition from other exterior building products manufacturers and alternative building materials could cause us to lose our customers and lead to decreases in net sales.
 

13

An inability to successfully develop new products or improve existing products could negatively impact our ability to attract new customer and/or retain existing customers.

Our success depends on meeting consumer needs and anticipating changes in consumer preferences with successful new products and product improvements. We aim to introduce products and new or improved production processes proactively to offset obsolescence and decreases in sales of existing products. While we devote significant focus to the development of new products, we may not be successful in product development and our new products may not be commercially successful. In addition, it is possible that competitors may improve their products more rapidly or effectively, which could adversely affect our sales. Furthermore, market demand may decline as a result of consumer preferences trending away from our categories or trending down within our brands or product categories, which could adversely impact our results of operations, cash flows and financial condition.

Changes in the costs and availability of raw materials, especially PVC resin and aluminum, can decrease our profit margins by increasing our costs.

Our principal raw materials, PVC resin and aluminum, have been subject to rapid price changes in the past. While we have historically been able to substantially pass on significant PVC resin and aluminum cost increases through price increases to our customers, our results of operations for individual quarters can be and have been hurt by a delay between the time of PVC resin and aluminum cost increases and price increases in our products.  While we expect that any significant future PVC resin and aluminum cost increases will be offset in part or whole over time by price increases to our customers, we may not be able to pass on any future price increases.

Certain of our customers have been expanding and may continue to expand through consolidation and internal growth, which may increase their buying power, which could materially and adversely affect our sales, results of operations and financial position.

Certain of our important customers are large companies with significant buying power.  In addition, potential further consolidation in the distribution channels could enhance the ability of certain of our customers to seek more favorable terms, including pricing, for the products that they purchase from us.  Accordingly, our ability to maintain or raise prices in the future may be limited, including during periods of raw material and other cost increases.  If we are forced to reduce prices or to maintain prices during periods of increased costs, or if we lose customers because of pricing or other methods of competition, our sales, operating results and financial position may be materially and adversely affected.

Because we depend on a core group of significant customers, our sales, cash flows from operations and results of operations may decline if our key customers reduce the amount of products that they purchase from us.

Our top ten customers accounted for approximately 43.9% of our net sales in the year ended December 31, 2015.  Our largest customer for the fiscal year ended December 31, 2015, ABC Supply Co., Inc., distributes our products within its building products distribution business, and accounted for approximately 11.6% of our consolidated 2015 net sales.  We expect a small number of customers to continue to account for a substantial portion of our net sales for the foreseeable future.

The loss of, or a significant adverse change in our relationships with, our largest customer or any other major customer, or loss of market position of any major customer, could cause a material decrease in our net sales.  The loss of, or a reduction in orders from, any significant customers, losses arising from customers’ disputes regarding shipments, fees, merchandise condition or performance or related matters, or our inability to collect accounts receivable from any major customer could cause a decrease in our net income and our cash flow.  In addition, revenue from customers that have accounted for significant revenue in past periods, individually or as a group, may not continue, or if continued, may not reach or exceed historical levels in any period.

Our business is seasonal and can be affected by inclement weather conditions that could affect the timing of the demand for our products and cause reduced profit margins when such conditions exist.

Markets for our products are seasonal and can be affected by inclement weather conditions.  Historically, our business has experienced increased sales in the second and third quarters of the year due to increased construction during those periods.  Because much of our overhead and operating expenses are spread ratably throughout the year, our operating profits tend to be lower in the first and fourth quarters.  Inclement weather conditions can affect the timing of when our products are applied or installed, causing reduced profit margins when such conditions exist.


14

Increases in union organizing activity and work stoppages at our facilities or the facilities of our suppliers could delay or impede our production, reduce sales of our products and increase our costs.

Our financial performance is affected by the cost of labor.  As of December 31, 2015, approximately 11.1% of our employees were represented by labor unions.  We are subject to the risk that strikes or other types of conflicts with personnel may arise or that we may become a subject of union organizing activity.  Furthermore, some of our direct and indirect suppliers have unionized work forces.  Strikes, work stoppages or slowdowns experienced by these suppliers could result in slowdowns or closures of facilities where components of our products are manufactured.  Any interruption in the production or delivery of our products could reduce sales of our products and increase our costs.

Our ability to operate and our growth potential could be materially and adversely affected if we cannot employ, train and retain qualified personnel at a competitive cost.

Many of the products that we manufacture and assemble require manual processes in plant environments. We believe that our success depends upon our ability to attract, employ, train and retain qualified personnel with the ability to design, manufacture and assemble these products. In addition, our ability to expand our operations depends in part on our ability to increase our skilled labor force as the housing market recovers in the United States and Canada. A significant increase in the wages paid by competing employers could result in a reduction of our qualified labor force, increases in the wage rates that we must pay, or both. In addition, we believe that our success depends in part on our ability to quickly and effectively train additional workforce to handle the increased volume and production while minimizing labor inefficiencies and maintaining product quality in a housing market recovery. If either of these events were to occur, our cost structure could increase, our margins could decrease, and any growth potential could be impaired.

We may be subject to claims arising from the operations of our various businesses arising from periods prior to the dates we acquired them.  Our ability to seek indemnification from the former owners of our subsidiaries may be limited, in which case, we would be liable for these claims.

We have acquired all of our subsidiaries, including Ply Gem Industries, MWM Holding, AWC Holding Company, MHE, Pacific Windows, Gienow, Mitten, Simonton, and substantially all of the assets of Ply Gem Stone, Canyon Stone, and Greendeck Products, LLC, in the last several years.  We may be subject to claims or liabilities arising from the ownership or operation of our subsidiaries for the periods prior to our acquisition of them, including environmental liabilities.  These claims or liabilities could be significant.  Our ability to seek indemnification from the former owners of our subsidiaries for these claims or liabilities is limited by various factors, including the specific limitations contained in the respective acquisition agreements and the financial ability of the former owners to satisfy such claims or liabilities. If we are unable to enforce any indemnification rights we may have against the former owners or if the former owners are unable to satisfy their obligations for any reason, including because of their current financial position, or if we do not have any right to indemnification, we could be held liable for the costs or obligations associated with such claims or liabilities, which could adversely affect our operating performance.
 
We could face potential product liability claims, including class action claims, relating to products we manufacture.

We face an inherent business risk of exposure to product liability claims, including class action claims, in the event that the use of any of our products results in personal injury or property damage.  In the event that any of our products is defective or proves to be defective, among other things, we may be responsible for damages related to any defective products and we may be required to cease production, recall or redesign such products.  Because of the long useful life of our products, it is possible that latent defects might not appear for several years.  Any insurance we maintain may not continue to be available on terms acceptable to us or such coverage may not be adequate for liabilities actually incurred.  Further, any claim or product discontinuance, recall or redesign could result in adverse publicity against us, which could cause our sales to decline, or increase our costs.


15

We could face other types of litigation outside of product liability claims that could result in costly defense efforts.

We are from time to time involved in various claims, litigation matters and regulatory proceedings that arise in the ordinary course of our business which could have a material adverse effect on us. These matters may include contract disputes, workers compensation and other personal injury claims, warranty disputes, other tort claims, employment and tax matters and other proceedings and litigation, including class action lawsuits. We have generally denied liability and have vigorously defended these cases. Due to their scope and complexity, however, these lawsuits can be particularly costly to defend and resolve, and we have and may continue to incur significant costs as a result of these types of lawsuits. Although we intend to defend all claims and litigation matters vigorously, given the inherently unpredictable nature of claims and litigation, we cannot predict with certainty the outcome or effect of any claim or litigation matter. We maintain insurance against some, but not all, of these risks of loss resulting from claims and litigation. The levels of insurance we maintain may not be adequate to fully cover any and all losses or liabilities. If any significant accident, judgment, claim or other event is not fully insured or indemnified against, it could have a material adverse impact on our business, financial condition and results of operations.
We are dependent on certain key personnel, the loss of whom could materially affect our financial performance and prospects.

Our continued success depends to a large extent upon the continued services of our senior management and certain key employees.  To encourage the retention of certain key executives, we have entered into various equity-based compensation agreements with our senior executives, including Messrs. Robinette, Poe, and Wayne designed to encourage their retention.  Each member of our senior management team has substantial experience and expertise in our industry and has made significant contributions to our growth and success.  We do face the risk, however, that members of our senior management may not continue in their current positions and the loss of their services could cause us to lose customers and reduce our net sales, lead to employee morale problems and/or the loss of key employees, or cause disruptions to our production.  Also, we may be unable to find qualified individuals to replace any of the senior executive officers who leave our company.

Interruptions in deliveries of raw materials or finished goods could adversely affect our production and increase our costs, thereby decreasing our profitability.

Our dependency upon regular deliveries from suppliers means that interruptions or stoppages in such deliveries could adversely affect our operations until arrangements with alternate suppliers could be made.  If any of our suppliers were unable to deliver materials to us for an extended period of time, as the result of financial difficulties, catastrophic events affecting their facilities or other factors beyond our control, or if we were unable to negotiate acceptable terms for the supply of materials with these or alternative suppliers, our business could suffer.  We may not be able to find acceptable alternatives, and any such alternatives could result in increased costs for us.  Even if acceptable alternatives were found, the process of locating and securing such alternatives might be disruptive to our business.  Extended unavailability of a necessary raw material or finished goods could cause us to cease manufacturing one or more of our products for a period of time.

Environmental requirements may impose significant costs and liabilities on us.

Our facilities are subject to numerous United States and Canadian federal, state, provincial and local laws and regulations relating to pollution and the protection of the environment, including those governing emissions to air, discharges to water, use, storage and transport of hazardous materials, storage, treatment and disposal of waste, remediation of contaminated sites and protection of worker health and safety.  From time to time, our facilities are subject to investigation by governmental regulators.  In addition, we have been identified as one of many potentially responsible parties for contamination present at certain offsite locations to which we or our predecessors are alleged to have sent hazardous materials for recycling or disposal.  We may be held liable, or incur fines or penalties in connection with such requirements or liabilities for, among other things, hazardous substances used in or released from our current or former operations or products, releases of hazardous substances occurring on or emanating from current or formerly owned or operated properties or any associated offsite disposal location, or for known or newly-discovered contamination at any of our properties from activities conducted by previous occupants.  The amount of such liability, fine or penalty may be material.  For example, MW, a subsidiary of MWM Holding, entered into an Administrative Order on Consent with the EPA, Region III, under Section 3008(h) of RCRA, primarily relating to contamination associated with an underground storage tank formerly located at its Rocky Mount, Virginia property. Certain environmental laws impose strict, and under certain circumstances joint and several, liability for the cost of addressing releases of hazardous substances upon certain classes of persons, including site owners or operators and persons that disposed or arranged for the disposal of hazardous substances at contaminated sites.


16

In addition, changes in environmental laws and regulations or in their enforcement, the discovery of previously unknown contamination or other liabilities relating to our properties and operations or the inability to enforce the indemnification obligations of the previous owners of our subsidiaries could result in significant environmental liabilities that could adversely impact our operating performance. In addition, we might incur significant capital and other costs to comply with increasingly stringent United States or Canadian environmental laws or enforcement policies that would decrease our cash flow.

Finally, while the stock purchase agreements governing certain of our acquisitions provide that the sellers will indemnify us, subject to certain limitations, for certain environmental liabilities, our ability to seek indemnification from the respective sellers is limited by various factors, including the financial condition of the indemnitor or responsible party as well as by the terms and limits of such indemnities or obligations. As a result, there can be no assurance that we could receive any indemnification from the sellers, and any related environmental liabilities, costs or penalties could have a material adverse effect on our financial condition and results of operations.

Our ability to consummate and effectively integrate future acquisitions, if any, will be critical to maintaining and improving our operating performance.

We will continue to pursue strategic acquisitions into our business if they provide future financial and operational benefits. Successful completion of any strategic transaction depends on a number of factors that are not entirely within our control, including our ability to negotiate acceptable terms, conclude satisfactory agreements and obtain all necessary regulatory approvals. There can be no assurance that we will consummate future acquisitions. In addition, our ability to effectively integrate these acquisitions into our existing business and culture may not be successful which could jeopardize future operational performance for the combined businesses.
We may not realize any or all of our anticipated synergies and cost savings with respect to the Canyon Stone, Simonton, Gienow and Mitten acquisitions and our cost savings programs.

Our cost savings programs for the Canyon Stone, Simonton, Gienow, and Mitten acquisitions include raw material sourcing, headcount reductions, raw material reformulations, manufacturing efficiency improvements, selling, general and administrative expense reduction and the insourcing of third party products. The estimates contained herein involve risks, uncertainties, assumptions and other factors that may cause actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied. We may not be able to maintain the levels of revenue, earnings or operating efficiency that we, Canyon Stone, Simonton, Gienow, and Mitten could have achieved separately, or obtain the anticipated benefit of the cost savings program. In addition, any synergies or cost savings that we realize may be offset, in whole or in part, by reductions in revenues such as customer losses and a shift to our value-priced products, or through increases in other expenses, including labor inefficiencies, ramp-up costs and other integration costs. Furthermore, we may never achieve the expected synergies or results of our cost savings programs, or the expenses associated with achieving the expected synergies may be greater than we anticipate.

Manufacturing or assembly realignments may result in a decrease in our short-term earnings, until the expected cost reductions are achieved, due to the costs of implementation.

We continually review our manufacturing and assembly operations and sourcing capabilities.  Effects of periodic manufacturing realignment, cost savings programs, and labor ramp-up costs could result in a decrease in our short-term earnings until the expected cost reductions are achieved and/or production volumes stabilize.  Such programs may include the consolidation and integration of facilities, functions, systems and procedures.  Such actions may not be accomplished as quickly as anticipated and the expected cost reductions may not be achieved or sustained.

We rely on a variety of intellectual property rights.  Any threat to, or impairment of, these rights could cause us to incur costs to defend these rights.

As a company that manufactures and markets branded products, we rely heavily on trademark and service mark protection to protect our brands.  We also have issued patents and rely on trade secret and copyright protection for certain of our technologies.  These protections may not adequately safeguard our intellectual property and we may incur significant costs to defend our intellectual property rights, which may harm our operating results.  There is a risk that third parties, including our current competitors, will infringe on our intellectual property rights, in which case we would have to defend these rights.  There is also a risk that third parties, including our current competitors, will claim that our products infringe on their intellectual property rights.  These third parties may bring infringement claims against us or our customers, which may harm our operating results.

17


We also rely on third party license agreements for certain trademarks and technologies we employ. There is a risk that third parties may modify or terminate such licenses, which may harm our operating results. While these license agreements generally provide that the licensors will indemnify us, subject to certain limitations, for certain infringement liabilities, our ability to seek indemnification from the respective licensors is limited by various factors, including the financial condition of the licensor as well as by the terms and limits of such indemnities or obligations. As a result, there can be no assurance that we could receive any indemnification from licensors, and any related infringement liabilities, costs or penalties could have a material adverse effect on our financial condition and results of operations.

Increases in transportation and fuel costs could cause our cost of products sold to increase and net income to decrease.

Increases in transportation and fuel costs could negatively impact our cost to deliver our products to our customers and thus increase our cost of products sold.  The Company estimates that a 10% increase in fuel costs for the year ended December 31, 2015 would have increased costs of products sold during such period by approximately $1.2 million. If we are unable to increase the selling price of our products to our customers to cover any increases in transportation and fuel costs, net income may be adversely affected.

Changes in foreign currency exchange and interest rates could have a material adverse effect on our operating results and liquidity.

We have operations in Canada that generated approximately 12.1% of our revenues in 2015. As such, our net sales, earnings and cash flow are exposed to risk from changes in foreign exchange rates, which can be difficult to mitigate. For example, during 2015 the U.S. dollar strengthened against the Canadian dollar by approximately 15.7%. Depending on the direction of changes relative to the U.S. dollar, Canadian dollar values can increase or decrease the reported values of our net assets and results of operations. The change in foreign currency exchange rates had a $33.1 million and $8.6 million net unfavorable impact on our net sales and gross profit, respectively, in 2015. We hedge this foreign currency exposure by evaluating the usage of certain derivative instruments which hedge certain, but not all, underlying economic exposures. We are also exposed to changes in interest rates as the Term Loan and ABL Facility bear interest at variable interest rates. As a result, future interest rate increases will negatively impact our financial results. Our ability to access capital markets could also be impeded if adverse liquidity market conditions occur.
Declines in our business conditions may result in an impairment of our tangible and intangible assets, which could result in a material non-cash charge.

A negative long-term performance outlook could result in a net sales decrease, which could result in a decrease in operating cash flows, adversely impacting our business and results of operations, and have a material adverse effect on our financial condition.  These declines could result in an impairment of our tangible and intangible assets which results when the carrying value of the assets exceed their fair value.

The significant amount of our indebtedness may limit the cash flow available to invest in the ongoing needs of our business.

Our indebtedness could have important consequences. For example, it could:
 
•
require us to dedicate a substantial portion of our cash flow from operations to interest and principal payments on our indebtedness, reducing the availability of our cash flow for other purposes, such as capital expenditures, acquisitions and working capital;
•
limit our flexibility in planning for, or reacting to, changes in our business, the industry in which we operate and the general economy;
•
place us at a disadvantage compared to our competitors that have less debt;
•
expose us to fluctuations in the interest rate environment because the interest rates of our ABL Facility and our Term Loan Facility are at variable rates; and
•
limit our ability to borrow additional funds.

Any of the foregoing could have a material adverse effect on our business, financial condition, results of operations, prospects and ability to satisfy our obligations under our indebtedness.


18

The terms of our debt covenants could limit how we conduct our business and our ability to raise additional funds.

The agreements that govern the terms of our debt, including the credit agreement that governs the ABL Facility, the credit agreement that governs the Term Loan Facility and the indenture governing the 6.50% Senior Notes, contain covenants that restrict our ability and the ability of our subsidiaries to:

•
incur and guarantee indebtedness or issue equity interests of restricted subsidiaries;
•
repay subordinated indebtedness prior to its stated maturity;
•
pay dividends or make other distributions on or redeem or repurchase our stock;
•
issue capital stock;
•
make certain investments or acquisitions;
•
create liens;
•
sell certain assets or merge with or into other companies;
•
enter into certain transactions with stockholders and affiliates;
•
make capital expenditures; and
•
pay dividends, distributions or other payments from our subsidiaries.

These restrictions may affect our ability to grow our business and take advantage of market and business opportunities or to raise additional debt or equity capital.

In addition, under the ABL Facility, if (a) our excess availability is less than the greater of (x) 10.0% of the lesser of the aggregate commitments and the borrowing base and (y) $25.0 million or (b) an event of default has occurred and is continuing, we will be required to comply with a minimum fixed charge coverage ratio test. Our ability to meet the required fixed charge coverage ratio can be affected by events beyond our control, and we cannot assure that we will meet this ratio.  A breach of any of these covenants under the ABL Facility, Term Loan Facility or the indenture governing the 6.50% Senior Notes could result in an event of default under the ABL Facility, the Term Loan Facility, and/or the indenture. An event of default under any of our debt agreements would permit some of our lenders to declare all amounts borrowed from them to be due and payable and, in some cases, proceed against the collateral securing such indebtedness.

Moreover, the ABL Facility provides the lenders considerable discretion to impose reserves or availability blocks, which could materially impair the amount of borrowings that would otherwise be available to us.  There can be no assurance that the lenders under the ABL Facility will not impose such actions during the term of the ABL Facility and further, were they to do so, the resulting impact of this action could materially and adversely impair our liquidity.
 
We may be unable to generate sufficient cash to service all of our indebtedness and may be forced to take other actions to satisfy our obligations under such indebtedness, which may not be successful.  We may also be unable to generate sufficient cash to make required capital expenditures.

Our ability to make scheduled payments on or to refinance our debt obligations and to make capital expenditures depends on our financial condition and operating performance, which is subject to prevailing economic and competitive conditions and to financial, business and other factors.  We will not be able to control many of these factors, such as economic conditions in the industry in which we operate and competitive pressures.  We cannot assure that we will maintain a level of cash flows from operating activities sufficient to permit us to pay or refinance our indebtedness, including the 6.50% Senior Notes or our indebtedness under our ABL Facility or Term Loan Facility, or make required capital expenditures.  If our cash flows and capital resources are insufficient to fund our debt service obligations, we and our subsidiaries could face substantial liquidity problems and may be forced to reduce or delay capital expenditures, sell assets, seek additional capital or restructure or refinance our indebtedness.

In addition, if we do not have, or are unable to obtain, adequate funds to make all necessary capital expenditures when required, or if the amount of future capital expenditures are materially in excess of our anticipated or current expenditures, our product offerings may become dated, our productivity may decrease and the quality of our products may decline, which, in turn, could reduce our sales and profitability.

19

We will be required to pay an affiliate of Ply Gem Holdings’ stockholders for certain tax benefits, including net operating loss carryovers, we may claim, and the amounts we may pay could be significant.
In connection with Ply Gem Holdings’ initial public offering, Ply Gem Holdings entered into a tax receivable agreement with an entity controlled by an affiliate of the CI Partnerships (the “Tax Receivable Entity”). This tax receivable agreement generally provides for the payment by us to the Tax Receivable Entity of 85% of the amount of cash savings, if any, in U.S. federal, state and local income tax that we actually realize in periods after the initial public offering as a result of (i) NOL carryovers from periods (or portions thereof) ending before January 1, 2013, (ii) deductible expenses attributable to the transactions related to the initial public offering and (iii) deductions related to imputed interest deemed to be paid by us as a result of or attributable to payments under the tax receivable agreement.
The amount and timing of any payments under the tax receivable agreement will vary depending upon a number of factors, including the amount and timing of the taxable income we generate in the future and the tax rate then applicable, our use of NOL carryovers and the portion of our payments under the tax receivable agreement constituting imputed interest.
The payments we will be required to make under the tax receivable agreement could be substantial. We expect that, as a result of the amount of the NOL carryovers from prior periods (or portions thereof), assuming no material changes in the relevant tax law and that we earn sufficient taxable income to realize in full the potential tax benefit described above, future payments under the tax receivable agreement, in respect of the federal and state NOL carryovers, could be approximately $100.0 million in the aggregate and may be paid within the next five years, assuming that utilization of such tax attributes is not subject to limitation under Section 382 of the Code as the result of an “ownership change” (within the meaning of Section 382 of the Code) of Ply Gem Holdings. These amounts reflect only the cash savings attributable to current tax attributes resulting from the NOL carryovers. It is possible that future transactions or events could increase or decrease the actual tax benefits realized and the corresponding tax receivable agreement payments from these tax attributes. However, in no event will the total payments made under the tax receivable agreement exceed $100.0 million, excluding any amount accounted for as interest under the Code.
In addition, although we are not aware of any issue that would cause the U.S. Internal Revenue Service (“IRS”) to challenge the benefits arising under the tax receivable agreement, the Tax Receivable Entity will not reimburse us for any payments previously made if such benefits are subsequently disallowed. As a result, in such circumstances, we could make payments under the tax receivable agreement that are greater than our actual cash tax savings and may not be able to recoup those payments, which could adversely affect our liquidity. However, any excess payments made to the Tax Receivable Entity will be netted against payments otherwise to be made, if any, after our determination of such excess.
Finally, because Ply Gem Holdings is a holding company with no operations of its own, its ability to make payments under the tax receivable agreement is dependent on the ability of Ply Gem Industries and its subsidiaries to make distributions to it. We may be required to make payments to Ply Gem Holdings to fund payments under the tax receivable agreement, and the indenture governing the notes will permit us to make such payments. To the extent that Ply Gem Holdings is unable to make payments under the tax receivable agreement for any reason, such payments will be deferred and will accrue interest until paid, which could adversely affect our results of operations and could also affect our liquidity in periods in which such payments are made.
In addition, the tax receivable agreement provides that, upon certain mergers, asset sales, or other forms of business combinations or certain other changes of control, Ply Gem Holdings’ or its successor’s obligations with respect to tax benefits would be based on certain assumptions, including that Ply Gem Holdings or its successor would have sufficient taxable income to fully utilize the NOL carryovers covered by the tax receivable agreement. As a result, upon a change of control, Ply Gem Holdings may be required to make payments under the tax receivable agreement that are greater than or less than the specified percentage of actual cash tax savings.


20

Our systems and IT infrastructure may be subject to security breaches and other cyber security incidents.

Purchase of our products may involve the transmission and/or storage of data, including in certain instances customers' business and personally identifiable information. Thus, maintaining the security of computers, computer networks and data storage resources is a critical issue for us and our customers, as security breaches could result in vulnerabilities and loss of and/or unauthorized access to confidential information. We may face attempts by experienced hackers, cybercriminals or others with authorized access to our systems to misappropriate our proprietary information and technology, interrupt our business, and/or gain unauthorized access to confidential information. The reliability and security of our information technology infrastructure and software, and our ability to expand and continually update technologies in response to our changing needs is critical to our business. To the extent that any disruptions or security breaches result in a loss or damage to our data, it could cause harm to our reputation or brand. This could lead some customers to stop purchasing our products and reduce or delay future purchases of our products or use competing products; state or federal enforcement action, which could result in fines, penalties and/or other liabilities and which may cause us to incur legal fees and costs, and/or additional costs associated with responding to a cyberattack. Increased regulation regarding cyber security may increase our costs of compliance, including fines and penalties, as well as costs of cyber security audits. Any of these actions could materially adversely impact our business and results of operations.

We have invested in industry appropriate protections and monitoring practices of our data and information technology to reduce these risks and continue to monitor our systems on an ongoing basis for any current or potential threats. There can be no assurance, however, that our efforts will prevent breakdowns or breaches to our third party providers' databases or systems that could adversely affect our business.

We are controlled by the CI Partnerships whose interest in our business may be different than yours.

The CI Partnerships own approximately 67.1% of the outstanding common stock of Ply Gem Holdings, the direct parent company of Ply Gem Industries. Ply Gem Holdings has entered into an amended and restated stockholders agreement with the CI Partnerships and certain of our members of management. Under the stockholders agreement, the CI Partnerships are currently entitled to nominate a majority of the members of Ply Gem Holdings' board of directors and all of the parties to the stockholders agreement have agreed to vote their shares of our common stock as directed by the CI Partnerships. Accordingly, the CI Partnerships will be able to exercise significant influence over our business policies and affairs. In addition, the CI Partnerships can control any action requiring the general approval of Ply Gem Holdings' stockholders, including the election of directors, the adoption of amendments to Ply Gem Holdings' certificate of incorporation or by-laws and the approval of mergers or sales of substantially all of our assets.



Item 1B.  UNRESOLVED STAFF COMMENTS

None.

21


Item 2.      PROPERTIES

Our corporate headquarters is located in Cary, North Carolina.  We own and lease several additional properties in the United States and Canada.  We operate the following facilities as indicated, and each facility is leased unless indicated with “Owned” under the Lease Expiration Date column below.
Location
 
Square Footage
 
Facility Use
 
Lease
Expiration Date
 
 
 
 
 
 
 
Siding, Fencing, and Stone Segment
 
 
Jasper, TN
 
270,000
 
Manufacturing and Administration
 
Owned
Fair Bluff, NC (1)
 
198,000
 
Manufacturing and Administration
 
9/30/2024
Kearney, MO (1)
 
175,000
 
Manufacturing and Administration
 
9/30/2024
Kansas City, MO
 
125,000
 
Warehouse
 
Month-to-month
Valencia, PA (2)
 
104,000
 
Manufacturing and Administration
 
9/30/2024
Martinsburg, WV (1)
 
163,000
 
Manufacturing and Administration
 
9/30/2024
Martinsburg, WV
 
165,000
 
Warehouse
 
4/14/2016
York, NE (1)
 
76,000
 
Manufacturing
 
9/30/2024
Stuarts Draft, VA
 
257,000
 
Manufacturing and Administration
 
Owned
Sidney, OH
 
819,000
 
Manufacturing and Administration
 
Owned
Gaffney, SC
 
259,000
 
Manufacturing and Administration
 
Owned
Harrisonburg, VA
 
358,000
 
Warehouse
 
2/28/2018
Kansas City, MO
 
36,000
 
Administration
 
12/31/2022
Middleburg, PA
 
100,000
 
Manufacturing and Administration
 
12/31/2016
Selinsgrove, PA
 
34,000
 
Warehouse
 
5/31/2021
South Pittsburgh, TN
 
95,000
 
Warehouse
 
10/31/2017
Gaffney, SC
 
95,000
 
Warehouse
 
12/31/2017
Paris, ON, Canada
 
132,000
 
Manufacturing and Administration
 
Owned
Brantford, ON, Canada
 
225,000
 
Warehouse and Administration
 
1/31/2020
Brantford, ON, Canada
 
12,000
 
Warehouse
 
1/31/2020
Mount Pearl, NFLD, Canada
 
20,000
 
Warehouse
 
10/31/2019
Dartmouth, NS, Canada
 
16,000
 
Warehouse
 
2/28/2017
Dartmouth, NS, Canada
 
15,000
 
Warehouse
 
1/31/2019
Saint John, NB, Canada
 
14,000
 
Warehouse
 
3/31/2018
Moncton, NB, Canada
 
19,000
 
Warehouse
 
7/31/2018
Fredericton, NB, Canada
 
16,000
 
Warehouse
 
12/31/2020
Sherbrooke, QC, Canada
 
12,000
 
Warehouse
 
12/31/2016
Le Gardeur, QC, Canada
 
20,000
 
Warehouse
 
8/31/2016
St. Hubert, QC, Canada
 
9,000
 
Warehouse
 
12/31/2016
Blainville, QC, Canada
 
11,000
 
Warehouse
 
12/1/2016
Ottawa, ON, Canada
 
23,000
 
Warehouse
 
12/31/2017
Scarborough, ON, Canada
 
20,000
 
Warehouse
 
2/28/2018
London, ON, Canada
 
19,000
 
Warehouse
 
4/30/2017
Winnipeg, MN, Canada
 
16,000
 
Warehouse
 
12/31/2016
Regina, SK, Canada
 
10,000
 
Warehouse
 
2/28/2016
Saskatoon, SK, Canada
 
15,000
 
Warehouse
 
4/30/2017
Calgary, AB, Canada
 
41,000
 
Warehouse and Administration
 
8/31/2017
Edmonton, AB, Canada
 
37,000
 
Warehouse
 
12/31/2018
Langley, BC, Canada
 
17,000
 
Warehouse
 
2/28/2018
Olathe, KS
 
80,000
 
Manufacturing and Administration
 
5/29/2025
Youngsville, NC
 
50,000
 
Manufacturing and Administration
 
5/29/2025
Apopka, FL
 
4,000
 
Warehouse and Administration
 
Month-to-month
 
 
 
 
 
 
 
Windows and Doors Segment
 
 
 
 
Calgary, AB, Canada (1)
 
301,000
 
Manufacturing and Administration
 
9/30/2024
Walbridge, OH (1)
 
250,000
 
Manufacturing and Administration
 
9/30/2024
Walbridge, OH
 
20,000
 
Warehouse
 
5/30/2017
Rocky Mount, VA (1)
 
600,000
 
Manufacturing and Administration
 
9/30/2024
Rocky Mount, VA
 
163,000
 
Manufacturing
 
5/31/2023
Rocky Mount, VA
 
180,000
 
Manufacturing
 
12/31/2023
Rocky Mount, VA
 
70,000
 
Warehouse
 
2/16/2017
Rocky Mount, VA
 
80,000
 
Warehouse
 
12/31/2023
Rocky Mount, VA
 
120,000
 
Warehouse
 
12/31/2023
Rocky Mount, VA
 
50,000
 
Warehouse
 
Month-to-month
Fayetteville, NC
 
56,000
 
Warehouse
 
Owned
Peachtree City, GA
 
148,000
 
Manufacturing and Administration
 
8/20/2024
Peachtree City, GA
 
40,000
 
Manufacturing and Administration
 
Owned
Dallas, TX
 
213,000
 
Manufacturing and Administration
 
2/17/2019
Bryan, TX
 
273,000
 
Manufacturing and Administration
 
8/20/2024
Bryan, TX
 
75,000
 
Manufacturing
 
8/31/2019
Auburn, WA
 
262,000
 
Manufacturing and Administration
 
10/31/2017
Corona, CA
 
128,000
 
Manufacturing and Administration
 
12/30/2017
Sacramento, CA
 
234,000
 
Manufacturing and Administration
 
9/12/2019
Tualatin, OR
 
9,000
 
Warehouse
 
Month-to-month
Edmonton, AB, Canada
 
29,000
 
Warehouse
 
4/30/2021
Red Deer, AB, Canada
 
7,000
 
Warehouse
 
4/30/2018
Medicine Hat, AB, Canada
 
9,000
 
Warehouse
 
12/31/2017
Regina, SK, Canada
 
10,000
 
Warehouse
 
Month-to-month
Saskatoon, SK, Canada
 
17,000
 
Warehouse
 
Owned
Calgary, AB, Canada
 
359,000
 
Manufacturing and Administration
 
10/30/2022
Kelowna, BC, Canada
 
15,000
 
Warehouse
 
6/30/2021
Prince George, BC, Canada
 
7,000
 
Warehouse
 
5/31/2021
Vancouver, BC, Canada
 
17,000
 
Warehouse
 
10/31/2016
Edmonton, AB, Canada
 
18,000
 
Warehouse
 
4/30/2018
Lethbridge, AB, Canada
 
3,000
 
Warehouse
 
12/31/2018
Grande Prairie, AB, Canada
 
3,000
 
Warehouse
 
Month-to-month
Winnipeg, MB, Canada
 
9,000
 
Warehouse
 
12/31/2016
Vacaville, CA
 
193,000
 
Manufacturing and Administration
 
11/30/2016
St. Marys, WV
 
198,000
 
Manufacturing and Administration
 
Owned
Ellenboro, WV
 
200,000
 
Manufacturing and Administration
 
Owned
Harrisville, WV
 
55,000
 
Manufacturing
 
Owned
Pennsboro, WV
 
101,000
 
Manufacturing and Administration
 
Owned
Paris, IL
 
224,000
 
Manufacturing and Administration
 
Owned
Vienna, WV
 
80,000
 
Warehouse
 
4/30/2016
Paris, IL
 
120,000
 
Warehouse
 
3/31/2025
Columbus, OH
 
25,000
 
Administration
 
5/31/2021
 
 
 
 
 
 
 
Corporate
 
 
 
 
 
 
Cary, NC
 
38,000
 
Administration
 
10/31/2020
Durham, NC
 
56,000
 
Research & Development
 
12/31/2022

(1)
These properties are included in a long-term lease entered into as a result of a sale/leaseback agreement entered into in August 2004 as part of the funding for the purchase of MWM Holding.
(2)
This property was subleased to a third party starting in 2010.


22


Item 3.      LEGAL PROCEEDINGS

From time to time, we may be involved in legal proceedings and litigation arising out of our operations and businesses that cover a wide range of matters, including, among others, environmental, contract, employment, intellectual property, securities, personal injury, property damage, product liability, warranty, and modification, adjustment or replacement of component parts or units sold, which may include product recalls.

Environmental

We are subject to United States and Canadian federal, state, provincial and local laws and regulations relating to pollution and the protection of the environment, including those governing emissions to air, discharges to water, use, storage and transport of hazardous materials, storage, treatment and disposal of waste, remediation of contaminated sites, and protection of worker health and safety. From time to time, our facilities are subject to investigation by governmental regulators. In addition, we have been identified as one of many potentially responsible parties for contamination present at certain offsite locations to which we or our predecessors are alleged to have sent hazardous materials for recycling or disposal. We may be held liable, or incur fines or penalties, in connection with such requirements or liabilities for, among other things, releases of hazardous substances occurring on or emanating from current or formerly owned or operated properties or any associated offsite disposal location, or for known or newly-discovered contamination at any of our properties from activities conducted by us or previous occupants. The amount of any liability, fine or penalty may be material, and certain environmental laws impose strict, and under certain circumstances joint and several, liability for the cost of addressing releases of hazardous substances upon certain classes of persons, including site owners or operators and persons that disposed or arranged for the disposal of hazardous substances at contaminated sites.

MW Manufacturers Inc. (“MW”), a subsidiary of MWM Holding, Inc. ("MWM Holding"), entered into an Administrative Order on Consent (the “Consent Order”), effective September 12, 2011, with the United States Environmental Protection Agency (“EPA”), Region III, under Section 3008(h) of the Resource Conservation and Recovery Act ("RCRA"), with respect to its Rocky Mount, Virginia property.  During 2011, as part of the Consent Order, MW provided the EPA, among other things, a RCRA Facility Investigation Workplan (the "Workplan") as well as a preliminary cost estimate of approximately $1.8 million for the predicted assessment, remediation and monitoring activities to be conducted pursuant to the Consent Order over the remediation period, which is currently estimated through 2023. During 2012, the EPA approved the Workplan, and MW is currently implementing the Workplan. We have recorded approximately $0.3 million of this environmental liability within current liabilities and approximately $1.2 million within other long-term liabilities in our consolidated balance sheets at December 31, 2015.  We will adjust this environmental remediation liability in future periods, if necessary, as further information develops or circumstances change.

Certain liabilities with respect to this contamination relate to the previous closure of an underground storage tank and were assumed by U.S. Industries, Inc., pursuant to its indemnity obligation under the stock purchase agreement dated August 11, 1995, whereby U.S. Industries, Inc. sold the stock of MW to FPI Acquisition Corp. (“Fenway Partners”). As the successor-in-interest of Fenway Partners, we are similarly indemnified by U.S. Industries, Inc.  Notwithstanding this indemnity, however, under applicable Federal and State laws, MW, and Ply Gem as its parent, could be held liable for all or part of the costs associated with the matter under certain circumstances. Moreover, our ability to seek indemnification from U.S. Industries, Inc. is limited by the terms and limits of the indemnity as well as the strength of U.S. Industries, Inc.’s financial condition, which could change in the future.  As of December 31, 2015, no recovery has been recognized in our consolidated balance sheet, but we will actively pursue the validity of this indemnity in future periods and will recognize future recoveries in the period in which they become probable.

23



The State of Nebraska is investigating certain groundwater contamination in northern York, Nebraska, comprised primarily of volatile organic compounds (VOC) (predominantly trichloroethene (TCE)). In December 2013, the EPA announced its proposal to add this groundwater contamination site to the Superfund National Priorities List (NPL) after it was referred to the EPA by the State of Nebraska. Sampling was conducted at the Kroy Building Products, Inc. (“Kroy”) facility in York, Nebraska during the first quarter of 2010. In February 2015, the EPA sent a request for information pursuant to Section 104 of the Comprehensive Environmental Response, Compensation, and Liability Act (CERCLA), and Kroy has responded to this request for information. Given the preliminary stage of this matter, we have not recorded a liability for this matter in our consolidated balance sheet as of December 31, 2015. Alcan Aluminum Corporation (“Alcan”) has assumed the obligation to indemnify us with respect to certain liabilities for environmental contamination of the Kroy facility occurring prior to 1994. Notwithstanding this indemnity, however, under applicable Federal and State laws, Kroy, and Ply Gem as its parent, could be held liable for all or part of the costs associated with the matter under certain circumstances. Moreover, the ability of Kroy and Ply Gem to seek indemnification may be limited by the terms and limits of the indemnity as well as the strength of Alcan’s financial condition, which could change in the future.

We are currently involved in environmental proceedings involving Gienow Canada Inc. (f/k/a Ply Gem Canada, Inc.) and Alberta Environment (arising from subsurface contamination discovered at our Calgary, Alberta property), for which we have a $0.1 million liability included in our consolidated balance sheet, and we may in the future be subject to environmental proceedings involving Thermal-Gard, Inc. (arising from groundwater contamination in Punxsutawney, Pennsylvania), Mastic Home Exteriors, Inc. (“MHE”) (relating to a closed landfill site in Sidney, Ohio as well as participating as a potentially responsible party in nine contaminated sites in Indiana, Ohio and South Carolina), and Simonton (relating to closed lagoons and certain contamination in Paris, Illinois as well as certain contamination associated with certain 7-Eleven convenience food stores). Under the stock purchase agreement governing the MHE acquisition, Alcoa Securities Corporation and Alcoa, Inc. are to indemnify us for certain environmental liabilities in excess of $2.5 million, including liabilities relating to the landfill site in Sidney, Ohio and the nine contaminated sites in Indiana, Ohio and South Carolina. Under the stock purchase agreement governing the Simonton acquisition, Fortune Brands Windows & Doors, Inc., is to indemnify us for any environmental claims associated with the 7-Eleven convenience food stores. Our ability to seek indemnification or enforce these and other obligations is, however, limited by the strength of the financial condition of the indemnitor or responsible party, which could change in the future, as well as the terms and limits of any such indemnities or obligations.

Based on current information, we are not aware of any compliance obligations, claims, releases or investigations that will have a material adverse effect on our results of operations, cash flows or financial position except as otherwise disclosed in our consolidated financial statements. However, there can be no guarantee that previously known or newly-discovered matters or any inability to enforce our available indemnification rights against previous owners of the Company, its subsidiaries, or their businesses or properties will not result in material costs or liabilities. While the purchase agreements governing certain of our acquisitions provide that the sellers will indemnify us, subject to certain limitations, for certain environmental liabilities, our ability to seek indemnification from the respective sellers is limited by various factors, including the financial condition of the indemnitor or responsible party as well as by the terms and limits of such indemnities or obligations. As a result, there can be no assurance that we could receive any indemnification from the sellers, and any related environmental liabilities, costs or penalties could have a material adverse effect on our financial condition and results of operations.

Self-insured risks

We maintain a broad range of insurance policies which include general liability insurance coverage and workers compensation. These insurance policies protect us against a portion of the risk of loss from claims. However, we retain a portion of the overall risk for such claims through our self-insured per occurrence and aggregate retentions, deductibles, and claims in excess of available insurance policy limits. Our general liability insurance includes coverage for certain damages arising out of product design and manufacturing defects. Our insurance coverage is generally subject to a per occurrence retention.

We reserve for costs associated with claims, as well as incurred but not reported losses (“IBNR”), based on an outside actuarial analysis of our historical claims. These estimates make up a significant portion of our liability and are subject to a high degree of uncertainty due to a variety of factors, including changes in type of claims, claims reporting and resolution patterns, frequency and timing of claims, third party recoveries, estimates of claim values, claims management expenses (including legal fees and expert fees), insurance industry practices, the regulatory environment, and legal precedent. Adjustments to estimated reserves are recorded in the period in which the change in estimate occurs.

24


Litigation

During the past several years, we incurred increased litigation expense primarily related to the claims discussed below. We believe we have valid defenses to the outstanding claims discussed below and will vigorously defend all such claims; however, litigation is subject to many uncertainties and there cannot be any assurance that we will ultimately prevail or, in the event of an unfavorable outcome or settlement of litigation, that the ultimate liability would not be material and would not have a material adverse effect on our business, results of operations, cash flows or financial position.

In John Gulbankian v. MW Manufacturers, Inc. (“Gulbankian”), a purported class action filed in March 2010 in the United States District Court for the District of Massachusetts, plaintiffs, on behalf of themselves and all others similarly situated, alleged damages as a result of the defective design and manufacture of certain MW vinyl clad windows. In Eric Hartshorn and Bethany Perry v. MW Manufacturers, Inc. (“Hartshorn”), a purported class action filed in July 2012 in the District Court, plaintiffs, on behalf of themselves and all others similarly situated, alleged damages as a result of the defective design and manufacture of certain MW vinyl clad windows. On April 22, 2014, plaintiffs in both the Gulbankian and Hartshorn cases filed a Consolidated Amended Class Action Complaint, making similar claims against all MW vinyl clad windows.

MW entered into a settlement agreement with plaintiffs as of April 18, 2014 to settle both the Gulbankian and Hartshorn cases on a nationwide basis (the “Vinyl Clad Settlement Agreement”). The Vinyl Clad Settlement Agreement provides that this settlement applies to any and all MW vinyl clad windows manufactured from January 1, 1987 through May 23, 2014, and provides for a cash payment for eligible consumers submitting qualified claims showing, among other requirements, certain damage to their MW vinyl clad windows. The period for submitting qualified claims is the later of: (i) May 28, 2016, or (ii) the last day of the warranty period for the applicable window. On December 29, 2014, the District Court granted final approval of this settlement, as well as MW’s payment of attorneys' fees and costs to plaintiffs' counsel in the amount of $2.5 million, issuing a Final Approval Order, Final Judgment, and Order of Dismissal with Prejudice (the "Final Approval Order"). A notice of appeal of the Final Approval Order (the “Appeal”) was given by certain objectors to the settlement, and on May 6, 2015, MW entered into a settlement agreement with, among others, the objectors to fully and finally resolve their claims, including the dismissal of Karl Memari v. Ply Gem Prime Holdings, Inc. et al., another lawsuit seeking class certification with respect to MW's vinyl clad windows, making the Vinyl Clad Settlement Agreement final and binding on the parties. The Company and MW deny all liability in the settlements and with respect to the facts and claims alleged. We, however, are aware of the substantial burden, expense, inconvenience and distraction of continued litigation, and therefore agreed to settle these matters.

As a result of the Vinyl Clad Settlement Agreement, we recognized a $5.0 million expense during the year ended December 31, 2014 within selling, general, and administrative expenses in our consolidated statement of operations in our Windows and Doors segment. It is possible that we may incur costs in excess of the recorded amounts; however, we currently expect that the total net cost will not exceed $5.0 million. As of December 31, 2015, approximately $1.5 million of this liability is currently outstanding, with $0.7 million as a current liability within accrued expenses and $0.8 million as a noncurrent liability within other long-term liabilities in our consolidated balance sheet as of December 31, 2015.

In Anthony Pagliaroni et al. v. Mastic Home Exteriors, Inc. and Deceuninck North America, LLC, a purported class action filed in January 2012 in the United States District Court for the District of Massachusetts, plaintiffs, on behalf of themselves and all others similarly situated, allege damages as a result of the defective design and manufacture of Oasis composite deck and railing, which was manufactured by Deceuninck North America, LLC (“Deceuninck”) and sold by Mastic Home Exteriors, Inc. (“MHE”). The plaintiffs seek a variety of relief, including (i) economic and compensatory damages, (ii) treble damages, (iii) punitive damages, and (iv) attorneys' fees and costs of litigation. The damages sought in this action have not yet been quantified. The hearing regarding plaintiffs’ motion for class certification was held on March 10, 2015. The District Court denied plaintiffs’ motion for class certification on September 22, 2015, and on October, 6, 2015, plaintiffs filed a petition for interlocutory appeal of the denial of class certification to the U.S. Court of Appeals for the First Circuit. The Court of Appeals has not yet ruled on plaintiffs’ petition for appeal. Deceuninck, as the manufacturer of Oasis deck and railing, has agreed to indemnify MHE for certain liabilities related to this claim pursuant to the sales and distribution agreement, as amended, between Deceuninck and MHE. MHE's ability to seek indemnification from Deceuninck is, however, limited by the terms and limits of the indemnity as well as the strength of Deceuninck's financial condition, which could change in the future.

25



In The Muhler Company, Inc. v. Ply Gem Prime Holdings, Inc. et al., a lawsuit filed in April 2011 in the United States District Court for the District of South Carolina, Charleston Division, plaintiff alleges unfair competition and trade practices. The plaintiff seeks a variety of relief, including (i) consequential damages, (ii) treble damages, (iii) punitive damages, and (iv) attorneys' fees and costs of litigation. In April 2013, the District Court granted the Company's motion for summary judgment with respect to the federal Lanham Act claims. In May 2013, the plaintiff filed a notice of appeal to the U.S. Court of Appeals for the Fourth Circuit with respect to the summary judgment granted on the federal Lanham Act claims, and the Fourth Circuit denied interlocutory appeal. With the summary judgment granted on the federal Lanham Act claims, only state unfair competition and trade practices claims remain. In April 2015, the District Court heard arguments on the Company's motion for summary judgment with respect to such claims, and on July 13, 2015, the District Court granted the Company’s motion. On July 27, 2015, the plaintiff filed an appeal with the U.S. Court of Appeals for the Fourth Circuit with respect to the District Court’s ruling, and on February 10, 2016, the U.S. Court of Appeals for the Fourth Circuit affirmed the District Court’s ruling. On February 24, 2016, the plaintiff filed a petition for rehearing. The damages sought in this action have not yet been quantified.

In re Ply Gem Holdings, Inc. Securities Litigation is a purported federal securities class action filed on May 19, 2014 in the United States District Court for the Southern District of New York against Ply Gem Holdings, Inc., several of its directors and officers, and the underwriters associated with the Company’s IPO. It is filed on behalf of all persons or entities, other than the defendants, who purchased the common shares of the Company pursuant and/or traceable to the Company’s IPO and seeks remedies under Sections 11 and 15 of the Securities Act of 1933, alleging that the Company’s Form S-1 registration statement was negligently prepared and materially inaccurate, containing untrue statements of material fact and omitting material information which was required to be disclosed. The plaintiffs seek a variety of relief, including (i) damages together with interest thereon and (ii) attorneys’ fees and costs of litigation. On October 14, 2014, Strathclyde Pension Fund was certified as lead plaintiff, and class counsel was appointed. On February 13, 2015 the defendants filed their motion to dismiss the complaint, on April 14, 2015 the lead plaintiff filed its opposition to that motion to dismiss, and on May 14, 2015 the defendants filed their reply brief in support of their motion to dismiss. On September 29, 2015, the District Court granted defendants’ motion to dismiss, but ruled that plaintiff could file an amended complaint. On November 6, 2015, plaintiff filed an amended complaint, and on January 13, 2016, the defendants filed their motion to dismiss this amended complaint. The damages sought in this action have not yet been quantified. Pursuant to the Underwriting Agreement, dated May 22, 2013, entered into in connection with the IPO, the Company has agreed to reimburse the underwriters for the legal fees and other expenses reasonably incurred by the underwriters’ law firm in its representation of the underwriters in connection with this matter. Pursuant to Indemnification Agreements, dated as of May 22, 2013, between the Company and each of the directors and officers named in this action, the Company has agreed to assume the defense of such directors and officers. We believe the purported federal securities class action is without merit and will vigorously defend the lawsuit.

In Raul Carrillo-Hueso and Chec Xiong v. Ply Gem Industries, Inc. and Ply Gem Pacific Windows Corporation, a purported class action filed on November 25, 2015 in the Superior Court of the State of California, County of Alameda, plaintiffs, on behalf of themselves and all others similarly situated, allege damages as a result of, among other things, the defendants’ failure to provide (i) statutorily required meal breaks at the Sacramento, California facility, (ii) accurate wage statements to employees in California, and (iii) all wages due on termination in California. The plaintiffs seek a variety of relief, including (i) economic and compensatory damages, (ii) statutory damages, (iii) penalties, (iv) pre- and post-judgment interest, and (v) attorneys' fees and costs of litigation. The damages sought in this action have not yet been quantified.

In Tina Morgan v. Ply Gem Industries, Inc. and Simonton Industries, Inc., a purported class action filed on December 11, 2015 in the Superior Court of the State of California, County of Solano, plaintiff, on behalf of herself and all others similarly situated, alleges damages as a result of, among other things, the defendants’ failure at the Vacaville, California facility to (i) pay overtime wages, (ii) provide statutorily required meal breaks, (iii) provide accurate wage statements, and (iv) pay all wages owed upon termination. The plaintiff seeks a variety of relief, including (i) economic and compensatory damages, (ii) statutory damages, (iii) penalties, (iv) pre- and post-judgment interest, and (v) attorneys' fees and costs of litigation. The damages sought in this action have not yet been quantified.


26

Other contingencies

We are subject to other contingencies, including legal proceedings and claims arising out of our operations and businesses that cover a wide range of matters, including, among others, environmental, contract, employment, intellectual property, securities, personal injury, property damage, product liability, warranty, and modification, adjustment or replacement of component parts or units sold, which may include product recalls.  Product liability, environmental and other legal proceedings also include matters with respect to businesses previously owned.  We have used various substances in our products and manufacturing operations, which have been or may be deemed to be hazardous or dangerous, and the extent of our potential liability, if any, under environmental, product liability and workers’ compensation statutes, rules, regulations and case law is unclear.  Further, due to the lack of adequate information and the potential impact of present regulations and any future regulations, there are certain circumstances in which no range of potential exposure may be reasonably estimated.  Also, it is not possible to ascertain the ultimate legal and financial liability with respect to certain contingent liabilities, including lawsuits, and therefore no such estimate has been made as of December 31, 2015.


Item 4.     MINE SAFETY DISCLOSURES

Not applicable.

PART II


Item 5.    MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

Market Information

Our common stock is listed and traded on the New York Stock Exchange under the symbol “PGEM.” The following table sets forth, for our fiscal quarters indicated, high and low sale prices for a share of our common stock on the NYSE, as reported by the NYSE:
Year
 
High
 
Low
2015:
 
 
 
 
Fourth Quarter
 
$
13.51

 
$
11.01

Third Quarter
 
15.30

 
11.47

Second Quarter
 
14.82

 
11.27

First Quarter
 
14.70

 
10.65

 
 
 
 
 
2014:
 
 
 
 
Fourth Quarter
 
$
14.07

 
$
9.60

Third Quarter
 
13.26

 
8.15

Second Quarter
 
13.65

 
9.75

First Quarter
 
18.10

 
11.06


27




Stock Performance Graph

The following graph shows a comparison from May 23, 2013 (the date our common stock commenced trading on the NYSE) through December 31, 2015 of the cumulative return for our common stock (PGEM), the Standard & Poor's 500 Stock Index (S&P 500), and the Standard & Poor's Industrials Index (S&P Industrials Index). The graph assumes that $100 was invested at the market close on May 23, 2013 in the common stock of Ply Gem Holdings, Inc., the S&P 500 Index and the S&P Industrials Index, and assumes reinvestments of dividends, if any. The stock price performance of the following graph is not necessarily indicative of future stock price performance.


Holders
As of March 14, 2016, there were approximately 15 stockholders of record of our common stock, one of which was Cede & Co., a nominee for The Depository Trust Company. All of our common stock held by brokerage firms, banks and other financial institutions as nominees for beneficial owners are considered to be held of record by Cede & Co., who is considered to be one stockholder of record. A substantially greater number of holders of our common stock are “street name” or beneficial holders, whose shares of common stock are held of record by banks, brokers and other financial institutions. Because such shares of common stock are held on behalf of stockholders, and not by the stockholders directly, and because a stockholder can have multiple positions with different brokerage firms, banks and other financial institutions, we are unable to determine the total number of stockholders we have.

Unregistered Sales of Equity Securities and Use of Proceeds

No securities of ours which were not registered under the Securities Act of 1933 were issued or sold by us during the three months ended December 31, 2015.

Purchases of Equity Securities by the Issuer

There were no purchases by the Company of our common stock during the three months ended December 31, 2015.

Dividends

Ply Gem Holdings has paid no dividends in the years ended December 31, 2015 and 2014.

The indenture for the 6.50% Senior Notes, the Term Loan Facility and the ABL Facility restrict the ability of Ply Gem Industries and its subsidiaries to make certain payments and transfer assets to Ply Gem Holdings.  In addition, the ABL Facility imposes restrictions on the ability of Ply Gem Holdings to make certain dividend payments.  

28


Item 6.      SELECTED FINANCIAL DATA

The financial data set forth below is for the five-year period ended December 31, 2015.   The data should be read in conjunction with Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and the consolidated financial statements, related notes and other financial information included elsewhere in this report.
 
 
 
For the year ended December 31,
(Amounts in thousands, except per share data)
 
2015 (1)
 
2014 (2)
 
2013 (3)
 
2012
 
2011
Statement of operations data:
 
 
 
 
 
 
 
 
 
 
Net sales
 
$
1,839,726

 
$
1,566,643

 
$
1,365,581

 
$
1,121,301

 
$
1,034,857

Cost of products sold
 
1,420,014

 
1,258,842

 
1,106,911

 
877,102

 
824,325

Gross profit
 
419,712

 
307,801

 
258,670

 
244,199

 
210,532

Operating expenses:
 
 

 
 
 
 
 
 
 
 
Selling, general and administrative expenses
 
271,874

 
224,163

 
187,131

 
147,242

 
138,912

Amortization of intangible assets
 
25,306

 
22,140

 
20,236

 
26,937

 
26,689

Initial public offering costs
 
—

 
—

 
23,527

 
—

 
—

Total operating expenses
 
297,180

 
246,303

 
230,894

 
174,179

 
165,601

Operating earnings
 
122,532

 
61,498

 
27,776

 
70,020

 
44,931

Foreign currency gain (loss)
 
(3,166
)
 
(992
)
 
(1,533
)
 
409

 
492

Interest expense
 
(74,876
)
 
(71,269
)
 
(92,046
)
 
(103,133
)
 
(101,488
)
Interest income
 
57

 
83

 
362

 
91

 
104

Tax receivable agreement liability adjustment
 
(12,947
)
 
670

 
5,167

 
—

 
—

Loss on modification or extinguishment of debt
 
—

 
(21,364
)
 
(18,948
)
 
(3,607
)
 
(27,863
)
Income (loss) before provision (benefit) for income taxes
 
31,600

 
(31,374
)
 
(79,222
)
 
(36,220
)
 
(83,824
)
Provision (benefit) for income taxes
 
(688
)
 
(105
)
 
298

 
2,835

 
683

Net income (loss)
 
$
32,288

 
$
(31,269
)
 
$
(79,520
)
 
$
(39,055
)
 
$
(84,507
)
 
 
 
 
 
 
 
 
 
 
 
Per basic common share:
 
 
 
 
 
 
 
 
 
 
Net income (loss) applicable to common shares
 
$
0.47

 
$
(0.46
)
 
$
(1.32
)
 
$
(0.80
)
 
$
(1.73
)
Per diluted common share:
 
 
 
 
 
 
 
 
 
 
Net income (loss) applicable to common shares
 
$
0.47

 
$
(0.46
)
 
$
(1.32
)
 
$
(0.80
)
 
$
(1.73
)
 
 
 
 
 
 
 
 
 
 
 
Total assets
 
$
1,285,904

 
$
1,254,575

 
$
1,040,974

 
$
881,850

 
$
892,912

Long-term debt, less current maturities
 
$
994,863

 
$
988,917

 
$
817,028

 
$
964,384

 
$
961,670

 
(1)
Includes the results of Canyon Stone from the date of acquisition, May 29, 2015.
(2)
Includes the results of Simonton from the date of acquisition, September 19, 2014.
(3)
Includes the results of Gienow from the date of acquisition, April 9, 2013 and Mitten from the date of acquisition, May 31, 2013.


29


Item 7.      MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis of our financial condition and results of operations is intended to clarify the results of our operations, certain changes in our financial position, liquidity, capital structure and business developments for the periods covered by the consolidated financial statements included in this Annual Report on Form 10-K.  This discussion should be read in conjunction with, and is qualified by reference to, the other related information including, but not limited to, the audited consolidated financial statements (including the notes thereto and the independent registered public accounting firm’s reports thereon), and the description of our business, all as set forth in this Annual Report on Form 10-K, as well as the risk factors discussed below and in Item 1A.

Certain statements in this “Management’s Discussion and Analysis of Financial Condition and Results of Operations” are “forward-looking statements.”  See “Cautionary Statement with Respect to Forward-Looking Statements” and “Risk Factors.”

General

We are a leading manufacturer of exterior building products in North America, operating in two reportable segments: (i) Siding, Fencing, and Stone and (ii) Windows and Doors, which comprised approximately 46% and 54% of our sales, respectively, for the fiscal year ended December 31, 2015.  These two segments produce a comprehensive product line of vinyl siding, designer accents, cellular PVC trim, vinyl fencing, vinyl and composite railing, stone veneer and vinyl windows and doors used in both the new construction market and the home repair and remodeling market in the United States and Canada.  Vinyl building products have the leading share of sales volume in siding and windows in the United States.  We also manufacture vinyl and aluminum soffit and siding accessories, aluminum trim coil, wood windows, aluminum windows, vinyl and aluminum-clad windows and steel and fiberglass doors, enabling us to bundle complementary and color-matched products and accessories with our core products.  We believe that our comprehensive product portfolio and geographically diverse, low cost manufacturing platform allow us to better serve our customers and provide us with a competitive advantage over other exterior building products suppliers.

The following is a summary of Ply Gem’s recent acquisition history:

•
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 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 part of the Windows and Doors segment.

•
On May 29, 2015, Ply Gem acquired substantially all of the assets of Canyon Stone, Inc. (“Canyon Stone”), a manufacturer of stone veneer, for a purchase price of $21.0 million, subject to certain purchase price adjustments. Canyon Stone is included in our Siding, Fencing, and Stone segment.


30

Prior to January 11, 2010, Ply Gem Holdings was a wholly owned subsidiary of Ply Gem Investment Holdings, which was a wholly owned subsidiary of Ply Gem Prime.  On January 11, 2010, Ply Gem Investment Holdings was merged with and into Ply Gem Prime, with Ply Gem Prime being the surviving corporation.  In May 2013, the Company issued 18,157,895 shares of common stock in an initial public offering and received gross proceeds of approximately $381.3 million in an IPO of its common stock. The shares began trading on The New York Stock Exchange on May 23, 2013 under the symbol "PGEM". Immediately prior to the closing of the IPO, Ply Gem Prime merged with and into Ply Gem Holdings, with Ply Gem Holdings being the surviving entity. In the merger, all of the preferred stock of Ply Gem Prime (including the subordinated debt of Ply Gem Prime that was converted into preferred stock in connection with the IPO) was converted into a number of shares of the Company's common stock based on the IPO price of the common stock and the liquidation value of and the maximum dividend amount in respect of the preferred stock.

We are a holding company with no operations or assets of our own other than the capital stock of our subsidiaries. The terms of Ply Gem Industries' $350.0 million ABL Facility and the credit agreement governing the terms of its $430.0 million Term Loan Facility place restrictions on the ability of Ply Gem Industries and our other subsidiaries to pay dividends and otherwise transfer assets to us.  Further, the terms of the indenture governing Ply Gem Industries' $650.0 million 6.50% Senior Notes place restrictions on the ability of Ply Gem Industries and our other subsidiaries to pay dividends and otherwise transfer assets to us.

Financial statement presentation

Net sales.  Net sales represent the fixed selling price of our products plus certain shipping charges less applicable provisions for discounts and allowances.  Allowances include cash discounts, volume rebates and returns among others.

Cost of products sold.  Cost of products sold includes direct material and manufacturing costs, manufacturing depreciation, third-party and in-house delivery costs and product warranty expense.

Selling, general and administrative expense.  Selling, general and administrative expense (“SG&A expense”) includes all non-product related operating expenses, including selling, marketing, research and development costs, information technology, and other general and administrative expenses.

Operating earnings (loss).  Operating earnings (loss) represents net sales less cost of products sold, SG&A expense, amortization of intangible assets, and initial public offering costs.


31

Impact of commodity pricing

PVC resin and aluminum are major components in the production of our products and changes in PVC resin and aluminum prices have a direct impact on our cost of products sold.  Historically, we have been able to pass on a substantial portion of significant price increases to our customers.  The results of operations for individual quarters can be negatively impacted by a delay between the time of raw material cost increases and price increases that we implement in our products, or conversely can be positively impacted by a delay between the time of a raw material price decrease and competitive pricing moves that we implement accordingly.

Impact of weather

Since our building products are intended for exterior use, our sales and operating earnings tend to be lower during periods of inclement weather.  Weather conditions in the first and fourth quarters of each calendar year historically result in these quarters producing significantly less sales revenue than our second and third quarters of the year.  As a result, we have historically had lower profits or higher losses in the first and fourth quarters of each calendar year.  Our results of operations for individual quarters in the future may be impacted by adverse weather conditions. In addition, favorable or unfavorable weather conditions may influence the comparability of our results from year to year or from quarter to quarter.

Critical accounting policies

The following discussion and analysis of our financial condition and results of operations are based upon our consolidated financial statements, which have been prepared in accordance with U.S. generally accepted accounting principles.  Certain of our accounting policies require the application of judgments in selecting the appropriate assumptions for calculating financial estimates.  By their nature, these judgments are subject to an inherent degree of uncertainty.  We periodically evaluate the judgments and estimates used for our critical accounting policies to ensure that such judgments and estimates are reasonable for our interim and year-end reporting requirements.  These judgments and estimates are based upon our historical experience, current trends and information available from other sources, as appropriate.  If different conditions occur compared to our assumptions and judgments, the results could be materially different from our estimates.  Management also believes that the nine areas where different assumptions could result in materially different reported results are (1) goodwill and intangible asset impairment tests, (2) accounts receivable related to the estimation of allowances for doubtful accounts, (3) inventories in estimating reserves for obsolete and excess inventory, (4) warranty reserves, (5) insurance reserves, (6) income taxes including the tax receivable agreement, (7) rebates, (8) pensions, and (9) environmental accruals and other contingencies.  Although we believe the likelihood of a material difference in these areas is low based upon our historical experience, a 10% change in our allowance for doubtful accounts, inventory reserve estimates, and warranty reserve at December 31, 2015 would result in an approximate $0.4 million, $0.8 million, and $7.7 million impact on expenses, respectively. Additionally, we have included in the discussion that follows our estimation methodology for both accounts receivable and inventories.  While all significant policies are important to our consolidated financial statements, some of these policies may be viewed as being critical.  Our critical accounting policies include:

Revenue Recognition.  We recognize sales based upon shipment of products to our customers net of applicable provisions for discounts and allowances.  Generally, the customer takes title upon shipment and assumes the risks and rewards of ownership of the product.  For certain products, it is industry standard that customers take title to products upon delivery, at which time revenue is then recognized by the Company.  Revenue includes the selling price of the product and all shipping costs paid by the customer.  Revenue is reduced at the time of sale for estimated sales returns and all applicable allowances and discounts based on historical experience.  We also provide for estimates of warranty, bad debts, shipping costs and certain sales-related customer programs at the time of sale.  Shipping and warranty costs are included in cost of products sold.  Bad debt expense and sales-related marketing programs are included in SG&A expense.  We believe that our procedures for estimating such amounts are reasonable and historically have not resulted in material adjustments in subsequent periods when the estimates are reconciled to the actual amounts.

Accounts Receivable.  We maintain an allowance for doubtful accounts for estimated losses from the inability of our customers to make required payments, which is provided for in bad debt expense.  We determine the adequacy of this allowance by regularly reviewing our accounts receivable aging and evaluating individual customers’ receivables, considering customers’ financial condition, credit history and other current economic conditions.  If a customer’s financial condition was to deteriorate, which might impact its ability to make payment, then additional allowances may be required.

    

32

Inventories.  Inventories in the accompanying consolidated balance sheets are valued at the lower of cost or market.  We record provisions, as appropriate, to write-down obsolete and excess inventory to estimated net realizable value.  The process for evaluating obsolete and excess inventory often requires subjective judgments and estimates concerning future sales levels, quantities and prices at which such inventory will be sold in the normal course of business.  Accelerating the disposal process or incorrect estimates of future sales potential may cause actual results to differ from the estimates at the time such inventory is disposed or sold.

Goodwill Impairment.  We perform an annual test for goodwill impairment during the fourth quarter of each year (November 28th for 2015) and also at any other date when events or changes in circumstances indicate that the carrying value of these assets may exceed their fair value.  We use the two-step method to determine goodwill impairment.  If the carrying amount of a reporting unit exceeds its fair value (Step One Analysis), we measure the possible goodwill impairment based upon a hypothetical allocation of the fair value estimate of the reporting unit to all of the underlying assets and liabilities of the reporting unit, including previously unrecognized intangible assets (Step Two Analysis).  The excess of the reporting unit’s fair value over the amounts assigned to its assets and liabilities is the implied fair value of goodwill.  An impairment loss is recognized to the extent that a reporting unit’s recorded goodwill exceeds the implied fair value of goodwill.

To evaluate goodwill impairment, we estimate the fair value of reporting units considering such factors as discounted cash flows and valuation multiples for comparable publicly traded companies.  A significant reduction in projected sales and earnings which would lead to a reduction in future cash flows could indicate potential impairment.

A summary of the key assumptions utilized in the goodwill impairment analysis at November 28, 2015, November 22, 2014, and November 23, 2013, as it relates to the Step One fair values and the sensitivities for these assumptions follows:
  
 
 
Siding, Fencing, and Stone
 
 
As of
November 28,
2015
 
As of
November 22,
2014
 
As of
November 23,
2013
Assumptions:
 
 
 
 
 
 
Income approach:
 
 
 
 
 
 
Estimated housing starts in terminal year
 
1,100,000

 
1,100,000

 
1,100,000

Terminal growth rate
 
3.0
%
 
3.0
%
 
3.0
%
Discount rate
 
11.5
%
 
11.0
%
 
11.5
%
 
 
 
 
 
 
 
Market approach:
 
 
 
 
 
 
Control premiums
 
5.0
%
 
10.0
%
 
10.0
%
 
 
 
 
 
 
 
Sensitivities:
 
 
 
 
 
 
(Amounts in thousands)
 
 
 
 
 
 
Estimated fair value decrease in the event of a
 
 
 
 
 
 
1% decrease in the terminal year growth
 
$
104,863

 
$
101,916

 
$
89,000

Estimated fair value decrease in the event of a
 
 
 
 
 
 
1% increase in the discount rate
 
189,363

 
178,819

 
161,000

Estimated fair value decrease in the event of a
 
 
 
 
 
 
1% decrease in the control premium
 
16,790

 
15,440

 
16,000


33

As of November 28, 2015, we maintained the terminal year estimated housing starts assumption consistent with 2014 and 2013 at 1,100,000, which reflects a normalized housing start level. We estimate that normalized recurring housing starts will be in a range of 1,000,000 to 1,200,000 to keep up with U.S. population growth according to the Joint Center for Housing Studies of Harvard University. We also maintained our terminal growth rate assumption at 3.0% for the three-year period, which is 0.5% lower than the assumption utilized in the Windows and Doors analysis due to Windows and Doors' higher correlation with the new construction market, which provides higher growth levels as we return to a normalized housing market. As of November 28, 2015, we increased the Siding, Fencing, and Stone’s discount rate by 0.5% to 11.5%, due to anticipated new product growth included in our long-term forecasts, which offer more uncertainty than the existing revenue stream for Siding, Fencing, and Stone. As of November 22, 2014, we decreased the Siding, Fencing, and Stone discount rate by 0.5% to 11.0%, reflecting Siding, Fencing, and Stone’s consistent financial performance with operating earnings of $113.1 million in a flat U.S. housing market relative to 2013.     
 
 
Windows and Doors
 
 
As of
November 28,
2015
 
As of
November 22,
2014
 
As of
November 23,
2013
Assumptions:
 
 
 
 
 
 
Income approach:
 
 
 
 
 
 
Estimated housing starts in terminal year
 
1,100,000

 
1,100,000

 
1,100,000

Terminal growth rate
 
3.5
%
 
3.5
%
 
3.5
%
Discount rate
 
17.0
%
 
19.0
%
 
20.0
%
 
 
 
 
 
 
 
Market approach:
 
 
 
 
 
 
Control premiums
 
10.0
%
 
5.0
%
 
5.0
%
Sensitivities:
 
 
 
 
 
 
(Amounts in thousands)
 
 
 
 
 
 
Estimated fair value decrease in the event of a
 
 
 
 
 
 
1% decrease in the terminal year growth
 
$
12,554

 
$
10,110

 
$
4,500

Estimated fair value decrease in the event of a
 
 
 
 
 
 
1% increase in the discount rate
 
35,285

 
30,660

 
17,000

Estimated fair value decrease in the event of a
 
 
 
 
 
 
1% decrease in the control premium
 
4,451

 
4,362

 
3,000

As of November 28, 2015, we maintained our terminal year assumption for estimated housing starts at 1,100,000, which is consistent with 2014 and 2013. As of November 22, 2014, we also maintained the assumption for estimated housing starts in the terminal year at 1,100,000, which is consistent with 2013.
As of November 28, 2015, we decreased the Windows and Doors’ discount rate by 2.0% to 17.0% as a reflection of the improved operating performance of the Windows and Doors reporting unit which, increased their operating earnings by $45.9 million during the year ended December 31, 2015 due to improved gross profit margins from higher selling prices and favorable commodity costs. As of November 22, 2014, we decreased the Windows and Doors’ discount rate by 1.0% to 19.0%, as a reflection of the improved operating performance of the Windows and Doors reporting unit. Windows and Doors experienced a $10.9 million improvement in operating loss during 2014, as compared to 2013, due to improved gross profit margins and the minimization of operating inefficiencies.
As of November 28, 2015, we increased the Windows and Doors’ control premium to 10.0% from 5.0% in 2014, primarily due to improved internal financial performance within the reporting unit as well as an improvement in market comparisons companies and overall market conditions and growth. As of November 22, 2014, we maintained the Windows and Doors’ control premium at 5.0%, consistent with the prior year due to the continued lack of public transaction comparatives.
    

34

Overall, we utilize the same key assumptions in preparing the prospective financial information (“PFI”) utilized in the discounted cash flow test for the Siding, Fencing, and Stone and Windows and Doors reporting units. However, each reporting unit is impacted differently by industry trends, how market factors are influencing the reporting units’ expected performance, competition, and other unique business factors as mentioned above. The Windows and Doors reporting unit has more exposure to the new construction market which experienced depressed housing market conditions during 2009-2011, which ultimately decreased operating performance for this reporting unit. Siding, Fencing, and Stone’s performance has been more consistent and profitable resulting in less risk in the PFI.
(Amounts in thousands)
 
As of
 
As of
 
As of
 
 
November 28,
 
November 22,
 
November 23,
 
 
2015
 
2014
 
2013
Estimated Windows and Doors reporting unit fair value increase in the event of a 10% increase in the weighting of the market multiples method
 
$
3,000

 
$
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
 
2,000

 
15,000

 
20,000


We provide no assurance that: (1) valuation multiples will not decline, (2) discount rates will not increase, or (3) the earnings, book values or projected earnings and cash flows of our reporting units will not decline. We will continue to analyze changes to these assumptions in future periods. We will continue to evaluate goodwill during future periods and further declines in the residential housing and remodeling markets could result in future goodwill impairments.

Income Taxes.  We utilize the asset and liability method in accounting for income taxes, which requires that the deferred tax consequences of temporary differences between the amounts recorded in our consolidated financial statements and the amounts included in our federal and state income tax returns be recognized in the consolidated balance sheet.  The amount recorded in our consolidated financial statements reflects estimates of final amounts due to timing of completion and filing of actual income tax returns.  Estimates are required with respect to, among other things, the appropriate state income tax rates used in the various states in which we and our subsidiaries are required to file, the potential utilization of operating and capital loss carry-forwards for both federal and state income tax purposes and valuation allowances required, if any, for tax assets that may not be realized in the future.  We establish reserves when, despite our belief that our tax return positions are fully supportable, certain positions could be challenged, and the positions may not be fully sustained.  We have executed a tax sharing agreement with Ply Gem Holdings and Ply Gem Investment Holdings (during 2010, Ply Gem Investment Holdings was merged with and into Ply Gem Prime, with Ply Gem Prime being the surviving corporation) pursuant to which tax liabilities for each respective party are computed on a stand-alone basis.  The tax sharing agreement was amended in 2013 to reflect the merger of Ply Gem Prime Holdings with and into Ply Gem Holdings. Our U.S. subsidiaries file a consolidated federal income tax return, unitary, combined, or separate state income tax returns.  Gienow Canada and Mitten file separate Canadian income tax returns.

At December 31, 2015, we remained in a full federal valuation allowance position due to our cumulative loss position for income tax purposes as well as a full state valuation allowance position for certain legal entities. As of December 31, 2015, we have a full valuation allowance for our foreign subsidiary, Gienow Canada, however, we did not have a valuation allowance for our foreign subsidiary, Mitten. Refer to Note 10 to the consolidated financial statements for additional information regarding income taxes.

Results of Operations

The following table summarizes net sales and net income (loss) by segment and is derived from the accompanying consolidated statements of operations included in this report.

35

 
 
Year ended December 31,
(Amounts in thousands)
 
2015
 
2014
 
2013
Net Sales
 
 
 
 
 
 
  Siding, Fencing, and Stone
 
$
840,118

 
$
801,601

 
$
737,841

  Windows and Doors
 
999,608

 
765,042

 
627,740

Operating earnings (loss)
 
 

 
 

 
 

  Siding, Fencing, and Stone
 
134,654

 
113,089

 
111,918

  Windows and Doors
 
18,195

 
(27,660
)
 
(38,537
)
  Unallocated
 
(30,317
)
 
(23,931
)
 
(45,605
)
Foreign currency loss
 
 

 
 

 
 

  Siding, Fencing, and Stone
 
(954
)
 
(427
)
 
(217
)
  Windows and Doors
 
(2,212
)
 
(565
)
 
(1,316
)
Interest income (expense), net
 
 

 
 

 
 

  Siding, Fencing, and Stone
 
22

 
(5
)
 
132

  Windows and Doors
 
17

 
48

 
195

  Unallocated
 
(74,858
)
 
(71,229
)
 
(92,011
)
Income tax benefit (expense)
 
 

 
 

 
 

  Unallocated
 
688

 
105

 
(298
)
Loss on modification or
 
 

 
 

 
 

extinguishment of debt
 
 

 
 

 
 

  Unallocated
 
—

 
(21,364
)
 
(18,948
)
Tax receivable agreement liability adjustment
 
 

 
 

 
 

  Unallocated
 
(12,947
)
 
670

 
5,167

 
 
 
 
 
 
 
Net income (loss)
 
$
32,288

 
$
(31,269
)
 
$
(79,520
)

The following tables set forth our results of operations based on the amounts and the percentage relationship of the items listed to net sales for the periods indicated. However, our results of operations set forth in the tables below may not necessarily be representative of our future operating results.

This review of performance is organized by business segment, reflecting the way we manage our business.  Each business group leader is responsible for operating results down to operating earnings (loss).  We use operating earnings as a performance measure as it captures the income and expenses within the management control of our business leaders.  Corporate management is responsible for making all financing decisions.  Therefore, each segment discussion focuses on the factors affecting operating earnings, while interest expense and income taxes and certain other unallocated expenses are separately discussed at the corporate level.

Siding, Fencing, and Stone Segment

 
 
Year ended December 31,
(Amounts in thousands)
 
2015
 
2014
 
2013
Statement of operations data:
 
 
 
 
 
 
 
 
 
 
 
 
Net sales
 
$
840,118

 
100.0
 %
 
$
801,601

 
100.0
 %
 
$
737,841

 
100.0
 %
Gross profit
 
238,326

 
28.4
 %
 
209,288

 
26.1
 %
 
197,626

 
26.8
 %
SG&A expense
 
90,760

 
10.8
 %
 
83,135

 
10.4
 %
 
73,846

 
10.0
 %
Amortization of intangible assets
 
12,912

 
1.5
 %
 
13,064

 
1.6
 %
 
11,862

 
1.6
 %
Operating earnings
 
134,654

 
16.0
 %
 
113,089

 
14.1
 %
 
111,918

 
15.2
 %
Currency transaction loss
 
(954
)
 
(0.1
)%
 
(427
)
 
(0.1
)%
 
(217
)
 
—
 %

Table of Contents


36

Net Sales

Net sales for the year ended December 31, 2015 increased from the year ended December 31, 2014 by approximately $38.5 million or 4.8%. The net sales increase for the year ended December 31, 2015 was related to our Canyon Stone acquisition, which was completed on May 29, 2015, and accounted for increased net sales of $17.6 million during the year ended December 31, 2015. Excluding Canyon Stone, our net sales increased $20.9 million or 2.6% during the year ended December 31, 2015. The net sales increase resulted predominantly from higher net sales in the United States of approximately $32.7 million partially offset by lower net sales in Canada of approximately $11.8 million. The 2.6% net sales increase resulted primarily from improved market conditions reflected in industry metrics for both the new construction and repair and remodeling markets. Our building products are typically installed on a new construction home 90 to 120 days after the start of the home, therefore single family housing starts commencing in the period from September of 2014 to September of 2015 directly impacts the demand for our products in the year ended December 31, 2015. According to the U.S. Census Bureau, single family housing starts increased 10.0% during this lag affected time period reflecting improved market conditions while heavy vinyl siding markets in the Northeast and Midwest only increased 2.6% on a lag effected basis. In addition to the new construction market improvement, remodeling activity, according to the Leading Indicator of Remodeling Activity (“LIRA”), increased 5.6% during the year ended December 31, 2015 compared to the year ended December 31, 2014. The improved U.S. market conditions were partially offset by declining industry conditions in Canada where the deteriorating Canadian dollar negatively impacted our net sales by approximately $17.8 million during the year ended December 31, 2015. Excluding the negative foreign currency impact, our net sales in Canada through Mitten would have increased $6.0 million for the year ended December 31, 2015 compared to the year ended December 31, 2014. During the year ended December 31, 2015, the Canadian dollar deteriorated 15.7% relative to the year ended December 31, 2014.

Despite this negative foreign currency impact, the improved U.S. industry conditions of 2.6% for new construction and 5.6% for repair and remodeling resulted in increased net sales of approximately $27.1 million for our combined vinyl siding, metal accessory, and PVC trim products that fully offset the negative currency impact. We experienced increased PVC trim sales during the year ended December 31, 2015 relative to the year ended December 31, 2014 as this new product gained traction during 2015 after its market introduction in 2013. Our vinyl siding and metal accessory net sales increases resulted from new business wins and improved industry conditions. For the years ended December 31, 2015 and 2014, the percentage of net sales in vinyl siding and metal accessories represented approximately 60.1% and 24.5% and 62.2% and 24.3%, respectively, with our net sales of other products comprising approximately 15.4% and 13.5%. The net sales increase in other products resulted from the acquisition of Canyon Stone, which specializes in the manufactured stone category.

The improved U.S. market conditions which accounted for the majority of the 2.6% net sales increase during the year ended December 31, 2015 are further evidenced by the Vinyl Siding Institute reporting that U.S. vinyl siding industry shipments increased 1.6% during the year ended December 31, 2015 while shipments in Canada decreased 2.9% for the year ended December 31, 2015 compared to the year ended December 31, 2014. The Canadian decrease reflected the challenging economic conditions that exist for Canada. Including Mitten, our U.S. market position in vinyl siding for the years ended December 31, 2015 and December 31, 2014 was 38.8% and 38.8%, respectively, while our combined share of the Canadian vinyl siding market was 30.2% and 27.0%, respectively.

Net sales for the year ended December 31, 2014 increased from the year ended December 31, 2013 by approximately $63.8 million or 8.6%.  Our net sales were favorably impacted by the Mitten acquisition, which was completed on May 31, 2013, and accounted for increased net sales of approximately $39.5 million during the year ended December 31, 2014. Excluding Mitten, our Siding, Fencing, and Stone net sales increased $24.3 million or 3.3% for the year ended December 31, 2014 reflecting increased sales of our metal accessory products that resulted from new business wins, improved industry conditions in the second half of 2014 and higher selling prices to offset higher material costs partially offset by the challenging weather conditions that existed early in 2014. All of these factors contributed on a net basis to the 3.3% net sales growth during the year ended December 31, 2014 despite the Vinyl Siding Institute reporting that U.S. vinyl siding industry shipments increased a nominal 0.3% for the year ended December 31, 2014.

Including Mitten, our U.S. market position in vinyl siding for the year ended December 31, 2014 was 38.8% compared to 39.5% for the year ended December 31, 2013, while our combined share of the Canadian vinyl siding market was 27.0% compared to 27.6% for the year ended December 31, 2013. These decreases in U.S. and Canadian market position resulted primarily from the timing of various orders from customers during 2014 compared to 2013. For the year ended December 31, 2014, the percentage of sales in vinyl siding and metal accessories represented approximately 62.2% and 24.3%, respectively, of our net sales with sales of other products comprising approximately 13.5%. These net sales percentages were consistent with the year ended December 31, 2013, for which the percentage of sales in vinyl siding and metal accessories represented approximately 62.6% and 25.5%, respectively, of our net sales with sales of other products comprising 11.9%.


37

    
Gross Profit

Gross profit for the year ended December 31, 2015 increased from the year ended December 31, 2014 by approximately $29.0 million or 13.9%. Excluding the impact of the Canyon Stone acquisition, which was completed on May 29, 2015 and contributed increased gross profit of approximately $5.0 million, our gross profit increased $24.0 million or 11.5%. The gross profit increase resulted from the 2.6% net sales increase resulting from improved market and weather conditions in the United States partially offset by the weakening Canadian dollar. The higher volumes experienced during the year ended December 31, 2015 enabled us to increase our operating leverage and cover fixed manufacturing costs relative to the lower volumes experienced during the year ended December 31, 2014. This operating leverage combined with lower freight expenses and favorable material cost pricing experienced during the year ended December 31, 2015 relative to the year ended December 31, 2014 increased our gross profit. For material costs, PVC resin decreased 3.8% during the year ended December 31, 2015 relative to the year ended December 31, 2014. In addition, the Midwest Ingot price of aluminum decreased 16.1% during the year ended December 31, 2015 relative to the year ended December 31, 2014. This favorable material cost pricing increased gross profit by approximately $26.7 million during the year ended December 31, 2015 relative to the year ended December 31, 2014. In addition, our freight expense on a volume adjusted basis was favorable by approximately $5.1 million as a result of declining fuel prices.

As a percentage of net sales, gross profit increased from 26.1% for the year ended December 31, 2014 to 28.4% for the year ended December 31, 2015 excluding the impact of Canyon Stone. The 230 basis point increase for the year ended December 31, 2015 resulted from improved operating leverage from the 2.6% net sales increase as well as favorable material cost pricing and favorable freight expense partially offset by unfavorable foreign currency impact from a weakening Canadian dollar.

Gross profit for the year ended December 31, 2014 increased from the year ended December 31, 2013 by approximately $11.7 million or 5.9%.  Our gross profit was favorably impacted by the Mitten acquisition, which was completed on May 31, 2013, and contributed increased gross profit of approximately $11.1 million during 2014. Adjusting for the Mitten acquisition, our gross profit for the year ended December 31, 2014 increased by approximately $0.6 million or 0.3%. Our net sales for the year ended December 31, 2014 were negatively impacted during the early part of 2014 by adverse winter weather, which resulted in lower unit volume sales and gross profit. This lower sales volume created less operating leverage to cover fixed manufacturing costs in the first two quarters of 2014, excluding the impact of acquisitions, but was largely offset by higher net sales of 7.1% in the third quarter and 11.2% in the fourth quarter resulting from improved industry conditions which resulted in the 3.3% net sales increase for the year ended December 31, 2014.

The favorable impact from the net sales increase was partially offset by higher raw material and freight expenses that were not fully offset by our selling price increases within the year ended December 31, 2014. As it relates to our two primary raw material cost components, aluminum and PVC resin, there has been movement relative to prior years. The Midwest Ingot price of aluminum increased 10.8% for the year ended December 31, 2014 compared to the year ended December 31, 2013. The average market price for PVC resin was estimated to have increased 9.6% during 2014 compared to 2013. Excluding the impact of any selling price changes, commodity costs fluctuations, predominantly for aluminum and PVC, decreased gross profit by approximately 4.9% for the year ended December 31, 2014. In addition, freight expenses increased approximately $3.7 million during the year ended December 31, 2014 relative to the year ended December 31, 2013 and decreased gross profit as well.
    
As a percentage of net sales, gross profit, excluding the Mitten gross profit increase, decreased to 26.0% for the year ended December 31, 2014 as compared to 26.8% for the year ended December 31, 2013. The 80 basis point decrease for the year ended December 31, 2014 was primarily due to higher commodity costs, predominantly PVC and aluminum, and increased freight expense that were not fully offset by our selling price increases within the year ended December 31, 2014.


38

SG&A Expense

SG&A expense for the year ended December 31, 2015 increased from the year ended December 31, 2014 by approximately $7.6 million or 9.2%. Excluding the Canyon Stone acquisition, which was completed on May 29, 2015 and incurred SG&A expense of $3.2 million, SG&A expense increased $4.4 million or 5.3% during the year ended December 31, 2015 compared to the year ended December 31, 2014. The SG&A expense increase was predominantly caused by higher incentive compensation of $3.0 million, increased sales and marketing expenses of $0.7 million related to the 2.6% net sales increase, higher legal expenses of $0.4 million, and increased product development expenses of $0.4 million during the year ended December 31, 2015 relative to the year ended December 31, 2014. As a percentage of net sales excluding Canyon Stone, SG&A expense remained consistent at approximately 10.6% during the year ended December 31, 2015 as compared to 10.4% for the year ended December 31, 2014.

SG&A expense for the year ended December 31, 2014 increased from the year ended December 31, 2013 by approximately $9.3 million, or 12.6%.  Our SG&A expense increased as a result of our Mitten acquisition, which was completed on May 31, 2013, causing increased SG&A expense of approximately $10.6 million adjusting the comparable SG&A expense decrease to $1.3 million or 1.8%. The SG&A expense decrease resulted from lower administrative and personnel costs for Mitten in the comparable June to December period in 2014 compared to 2013. This reflects a portion of the synergies realized from the Mitten acquisition. As a percentage of net sales, excluding the increased SG&A expense attributable to Mitten, our SG&A expense percentage decreased to 9.5% for the year ended December 31, 2014 compared to 10.0% for the year ended December 31, 2013. This percentage decrease was attributable to the year over year decrease in Mitten's SG&A expense as a result of acquisition synergies.


Amortization of Intangible Assets

Amortization expense for the year ended December 31, 2015 was consistent with the year ended December 31, 2014 decreasing a nominal $0.2 million or 1.2%. Excluding the Canyon Stone acquisition, which was completed on May 29, 2015 and caused increased amortization expense of $0.8 million, amortization expense decreased by approximately $1.0 million or 7.4%. The decreased resulted from the negative 15.7% movement in the Canadian dollar relative to the U.S. dollar during the year ended December 31, 2015 which resulted in lower amortization expense in Canada. As a percentage of net sales, amortization expense was 1.5% for the year ended December 31, 2015, excluding Canyon Stone, as compared to 1.6% for the year ended December 31, 2014.

Amortization expense for the year ended December 31, 2014 increased by $1.2 million compared with the year ended December 31, 2013 due to including approximately $35.4 million of intangible assets from the Mitten acquisition for the full fiscal year which accounted for increased amortization expense of $2.1 million for the year ended December 31, 2014 as compared to having seven months of amortization expense on those assets for the year ended December 31, 2013. This $2.1 million increase was partially offset by reduced amortization expense of approximately $0.9 million related to intangible assets, specifically customer relationships, becoming fully amortized in early 2014. As a percentage of net sales, amortization expense was 1.4%, excluding the increased Mitten amortization, consistent with the 1.6% for the year ended December 31, 2013.


Currency Transaction Loss

A currency transaction impact was established in 2013 with the acquisition of Mitten within the Siding, Fencing, and Stone segment. The currency transaction loss for the year ended December 31, 2015, 2014 and 2013 was $1.0 million, $0.4 million and $0.2 million, respectively, related to the Mitten entity. The $0.6 million increase in the foreign currency loss for the year ended December 31, 2015 was due to the negative movement in the Canadian dollar relative to the U.S. dollar during the year ended December 31, 2015.

39



Windows and Doors Segment

 
 
Year ended December 31,
(Amounts in thousands)
 
2015
 
2014
 
2013
Statement of operations data:
 
 
 
 
 
 
 
 
 
 
 
 
Net sales
 
$
999,608

 
100.0
 %
 
$
765,042

 
100.0
 %
 
$
627,740

 
100.0
 %
Gross profit
 
181,386

 
18.1
 %
 
98,513

 
12.9
 %
 
61,044

 
9.7
 %
SG&A expense
 
150,797

 
15.1
 %
 
117,097

 
15.3
 %
 
91,207

 
14.5
 %
Amortization of intangible assets
 
12,394

 
1.2
 %
 
9,076

 
1.2
 %
 
8,374

 
1.3
 %
Operating earnings (loss)
 
18,195

 
1.8
 %
 
(27,660
)
 
(3.6
)%
 
(38,537
)
 
(6.1
)%
Currency transaction loss
 
(2,212
)
 
(0.2
)%
 
(565
)
 
(0.1
)%
 
(1,316
)
 
(0.2
)%

Net Sales

Net sales for the year ended December 31, 2015 increased compared to the year ended December 31, 2014 by approximately $234.6 million or 30.7%. The net sales increase for the year ended December 31, 2015 was predominantly related to our Simonton acquisition, which was completed on September 19, 2014, and accounted for increased net sales of $231.9 million for the year ended December 31, 2015. Excluding Simonton, our Windows and Doors’ net sales increased $2.7 million or 0.4% during the year ended December 31, 2015 compared to the year ended December 31, 2014. The net sales increase resulted from higher net sales in the United States for our U.S. window products of approximately $52.3 million partially offset by lower net sales for Simonton of approximately $5.9 million in the 2015 and 2014 comparable ownership period and lower net sales for our Western Canadian business of approximately $43.7 million for the year ended December 31, 2015 as compared to the year ended December 31, 2014.

The U.S. window net sales increase resulted from improved market conditions reflected in industry metrics. According to the U.S. Census Bureau, single family housing starts increased 10.0% on a lag effected basis during the year ended December 31, 2015 compared to the year ended December 31, 2014. The lag effect is created by our building products being typically installed on a new construction residential home 90 to 120 days after the start of the home. In addition to the improved industry conditions in the United States with the 10.0% new construction market increase, our selling prices increased for our U.S. window products from price increases that we have implemented and favorable product mix that resulted from a higher proportion of our window sales being derived from our vinyl windows which typically carry a higher selling price than our aluminum windows. The impact of higher selling prices that resulted from our price increases and favorable product mix is estimated to have increased our average selling price for our U.S. window products by 5.8% which contributed higher net sales of approximately $29.7 million for the year ended December 31, 2015 relative to the year ended December 31, 2014. This increase was partially offset in the U.S. by lower Simonton net sales which resulted from the timing of the Company’s fiscal calendar which provided Simonton four less shipping days during the comparable ownership period for the three months ended December 31, 2015 and the three months ended December 31, 2014. This net sales increase in the U.S. market was partially offset by a 27.7% decrease in net sales in our Western Canadian business during the year ended December 31, 2015 compared to the year ended December 31, 2014. The housing market conditions within the prairie provinces of Western Canada, in which a majority of our Western Canadian business’ net sales are generated, has experienced demand softness due to declining world oil prices on this heavily dependent energy industrial area. In addition, the weakening of the Canadian dollar negatively impacted our net sales by approximately $15.4 million during the year ended December 31, 2015 compared to the year ended December 31, 2014. During the year ended December 31, 2015, the Canadian dollar weakened 15.7% against the U.S. dollar relative to the year ended December 31, 2014.

Net sales for the year ended December 31, 2014 increased compared to the year ended December 31, 2013 by approximately $137.3 million, or 21.9%. Our net sales were favorably impacted by acquisitions during the year ended December 31, 2014. The Simonton acquisition, which was completed on September 19, 2014, contributed net sales of approximately $91.1 million during the year ended December 31, 2014. The Gienow acquisition, which was completed on April 9, 2013 and legally amalgamated with our legacy Ply Gem Canada business effective January 2014, resulted in increased net sales of $12.9 million during the year ended December 31, 2014. The Mitten acquisition, which was completed on May 31, 2013, contributed increased net sales of approximately $2.2 million during the year ended December 31, 2014.

40


After excluding the impact of these acquisitions, our net sales increased $31.1 million or 5.0% for the year ended December 31, 2014. The 5.0% net sales increase was primarily due to higher selling prices for our window products derived from price increases that we have implemented and favorable product mix that resulted from a higher proportion of our window sales being derived from our vinyl windows which typically carry a higher selling price than our aluminum windows. Improving industry conditions also contributed to our net sales increase with the U.S. Census Bureau estimating that single family housing starts increased 4.9% for the year ended December 31, 2014 relative to the year ended December 31, 2013. Single family starts experienced nominal growth during the first half of the year due to the severe winter weather that negatively impacted our customers with higher levels of snow accumulation and extreme cold temperatures with the polar vortex phenomenon. The winter weather had a negative impact on the new construction market to which our Windows and Doors market is highly aligned. The second half of 2014 had improved weather patterns relative to the second half of 2013, which when combined with our average selling price improvement produced net sales increases of 7.9% and 8.7% for the third and fourth quarters, respectively.
    
The net sales increases for the year ended December 31, 2014 were partially offset by a net sales decrease of approximately $7.4 million for Western Canada attributed to difficult weather conditions in the early spring, integration challenges with our dealer customers, and a negative foreign currency impact from a weakening Canadian dollar which accounted for a net sales decrease of $8.4 million during the year ended December 31, 2014 relative to the year ended December 31, 2013.

Gross Profit

Gross profit for the year ended December 31, 2015 increased compared to the year ended December 31, 2014 by approximately $82.9 million, or 84.1%. Our gross profit was favorably impacted by the Simonton acquisition, which was completed on September 19, 2014 and contributed increased gross profit of approximately $60.1 million for the year ended December 31, 2015. Adjusting for the Simonton acquisition, our gross profit for the year ended December 31, 2015 increased by approximately $22.8 million or 23.6%. This gross profit increase can be attributed to the continued improvement in our U.S. windows business, which was driven by improved net pricing and favorable product mix that resulted in a 5.8% increase in average selling price during the year ended December 31, 2015. In addition to the average sales price improvement, we have improved our operational efficiencies as a result of our “enterprise lean” initiative which continues to streamline our window product offering by providing additional manufacturing flexibility as well as our improved sales and operations planning process that is intended to provide better resource planning which will help to minimize ramp up costs that result from spikes in demand within a geographical area. Overall, our gross profit increased approximately $25.3 million for our U.S. windows business partially offset by a decrease of approximately $5.5 million for our Western Canadian business during the year ended December 31, 2015 compared to the year ended December 31, 2014. The decrease in our Canadian gross profit is attributed to the negative impact of foreign currency resulting from the weakening of the Canadian dollar as well as a softening in the Western Canadian market due to depressed oil prices. Finally, our gross profit for Simonton increased approximately $3.0 million due to a 3.7% in average selling prices for the comparable three month period ended December 31, 2015 relative to the three months ended December 31, 2014.

As a percentage of net sales, gross profit excluding the impact of Simonton for both years, increased from 12.8% for the year ended December 31, 2014 to 15.7% for the year ended December 31, 2015. The 290 basis point net increase in gross profit was driven by a 350 basis point improvement in U.S. windows gross profit performance resulting from improved net pricing and operational efficiencies and a 140 basis point increase for Western Canada driven by favorable gross profit performance during 2015 despite lower sales during the year and the negative foreign currency impact from a weakening Canadian dollar. This favorable gross profit performance was achieved in Western Canada by improving our selling prices despite the difficult conditions and decreased volumes.

Gross profit for the year ended December 31, 2014 increased compared to the year ended December 31, 2013 by approximately $37.5 million, or 61.4%. Our gross profit was favorably impacted by the Simonton, Gienow, and Mitten acquisitions which on a combined basis contributed increased gross profit of approximately $22.1 million for the year ended December 31, 2014. Excluding the impact of these acquisitions, our gross profit increased $15.4 million or 25.3% during the year ended December 31, 2014 compared to the year ended December 31, 2013. This gross profit increase for the year ended December 31, 2014 can be attributed to the improvement in our U.S. windows business. Our U.S. windows business’s gross profit increased by approximately $24.4 million or 92.1% during the year ended December 31, 2014. This gross profit increase was driven by improved pricing and favorable product mix that resulted from a higher proportion of our window sales being derived from our vinyl windows which typically carry a higher selling price than our aluminum windows resulting in a 4.8% increase in average selling price during the year ended December 31, 2014. This improved pricing and favorable product mix resulted in increased gross profit of approximately $18.9 million for the year ended December 31, 2014.

41


In addition to the average sales price improvement, we have improved our operational efficiencies as a result of our “enterprise lean” initiative which will continue to streamline our window product offering by providing additional manufacturing flexibility in the future and our improved sales and operations planning process that is intended to provide better resource planning which will help to minimize ramp up costs that result from significant spikes in demand within a geographical area. Furthermore, we did not incur approximately $1.4 million of expense associated with the start-up and consolidation of our production facility in Dallas, Texas and $0.7 million of higher than normal “enterprise lean” expenditures which occurred during the year ended December 31, 2013. The remaining increase in U.S. windows gross profit related to the minimization of 2013 labor inefficiencies and ramp up costs during the year ended December 31, 2014.

These gross profit increases were partially offset by the performance of our combined Western Canadian business. On a combined basis, our Western Canadian businesses experienced a decrease in gross profit of approximately $10.4 million during the year ended December 31, 2014. This gross profit decrease can be primarily attributed to expenses and inefficiencies associated with the consolidation of two operations (Gienow and Ply Gem Canada) into a single manufacturing facility including manufacturing inefficiencies and certain customer losses which decreased operating leverage and profitability for our Western Canadian business during the year ended December 31, 2014. Based on the poor performance of our Western Canadian business for the year ended December 31, 2014, we have made management changes within this leadership team during the fourth quarter of 2014 in an effort to improve operational performance for this business. This new leadership team will be responsible for commencing improvements in strategy, operations, and service for our Western Canadian business in 2015. Our Western Canadian business experienced a negative material cost impact of approximately $5.2 million during 2014 as a result of the 9% deterioration in the Canadian dollar relative to the U.S. dollar during the year ended December 31, 2014.

As a percentage of sales, gross profit, excluding the Simonton, Gienow, and Mitten acquisitions, increased from 9.7% to 11.6% for the Windows and Doors segment during the year ended December 31, 2014 as compared to the year ended December 31, 2013. This increase was driven by the improvement in our U.S. windows gross profit performance that resulted in an improvement of approximately 370 basis points in gross profit performance resulting from improved net pricing and operational efficiencies during the year ended December 31, 2014 relative to the year ended December 31, 2013. This improvement was partially offset by the negative near-term integration costs, operational inefficiencies, and higher material costs resulting from an unfavorable foreign currency impact in our Western Canadian operations that resulted in the deterioration of approximately 140 basis points in gross profit performance during the year ended December 31, 2014.

    
SG&A Expense

SG&A expense for the year ended December 31, 2015 increased compared to the year ended December 31, 2014 by approximately $33.7 million, or 28.8%. The SG&A expense increase relates to the Simonton acquisition, which was completed on September 19, 2014 and contributed increased SG&A expense of $50.3 million for the year ended December 31, 2015. Excluding Simonton, our Windows and Doors SG&A expense decreased $16.6 million or 14.3%. This SG&A expense decrease was related to a $5.0 million expense recognized in connection with a preliminary settlement of class action lawsuits during the year ended December 31, 2014 which was offset by a $3.2 million insurance recovery during the year ended December 31, 2015. Excluding the impact of Simonton and the class action litigation, SG&A expense decreased $8.4 million or 7.6% during the year ended December 31, 2015 as compared to the year ended December 31, 2014. This SG&A expense decrease was related to $8.4 million lower SG&A expense for Western Canada as a result of the weakening Canadian dollar which lowered SG&A expense by $3.4 million, lower sales and marketing expenses of $1.4 million based on the net sales decrease, and from the elimination of $3.6 million of one-time restructuring and integration costs related to the integration of our Western Canadian businesses that occurred during the year ended December 31, 2014. SG&A expenses for U.S. windows, excluding the impact of the class action litigation, remained flat overall reflecting higher incentive compensation offset by lower legal expenses for the year ended December 31, 2015 compared to the year ended December 31, 2014.

Excluding Simonton and the impact of the class action litigation, SG&A expense as a percentage of net sales decreased from 14.6% for the year ended December 31, 2014 to 13.5% for the year ended December 31, 2015. The decrease can be attributed to $3.6 million lower restructuring and integration costs for Western Canada as well as gaining leverage on the fixed component of SG&A expense with the additional sales volume experienced in the U.S.


42

Gienow and Mitten’s SG&A expenses are higher as a percentage of sales at approximately 22.2% and 21.5%, respectively, compared to our overall SG&A expense of 14.8% for the year ended December 31, 2015 compared to the year ended December 31, 2014, indicating that the remaining SG&A expense excluding Simonton, Gienow, and Mitten would be approximately 12.0% for our other businesses as a percentage of sales for the year ended December 31, 2015 compared to the year ended December 31, 2014. Gienow and Mitten operate and sell primarily in Canada and own their distribution centers across their respective regions in Eastern and Western Canada, which increases their respective SG&A expense while allowing them to service their Canadian customer base across a broad geographical area.

SG&A expense for the year ended December 31, 2014 increased compared to the year ended December 31, 2013 by approximately $25.9 million, or 28.4%. The SG&A expense increase was caused by several factors with the first relating to the impact of the Gienow and Simonton acquisitions, which on a combined basis increased SG&A expense by approximately $23.5 million including restructuring and integration costs related to Gienow of approximately $1.4 million within SG&A expense. These restructuring and integration expenses arose due to the consolidation of two manufacturing facilities into a single facility during the year ended December 31, 2014. Excluding the impact of these acquisitions, SG&A expense increased approximately $2.4 million or 2.7% for the year ended December 31, 2014 as compared to the year ended December 31, 2013. This increase was due to the preliminary legal settlement of class action lawsuits on May 1, 2014 for our Windows and Doors segment which resulted in a $5.0 million expense partially offset by lower relocation and consulting costs during the year ended December 31, 2014.

As a percentage of sales, SG&A expense increased to 15.3% of net sales from 14.5% during the year ended December 31, 2014 compared to the year ended December 31, 2013. Excluding the expense associated with the class action settlement as well as the acquisition and integration costs, SG&A expense would have decreased as a percentage of sales to 13.5% for the year ended December 31, 2014 compared to the year ended December 31, 2013. The decrease related to the elimination of certain relocation and consulting costs for the U.S. windows business as well as increased leverage on the fixed component of SG&A expense as net sales increased 5.0% during the year ended December 31, 2014.

Gienow and Mitten’s SG&A expense is higher as a percentage of sales at approximately 21.8% and 20.8%, respectively, compared to the remainder of the Company at approximately 12.8% for the year ended December 31, 2014. Gienow and Mitten own their distribution centers across their respective regions in Eastern and Western Canada, which increases their respective SG&A expense, while allowing them to service their Canadian customer base across a broad geographical area. Also included in Gienow and Mitten’s SG&A expense are one-time costs related to restructuring and integration that are not expected to recur in future periods. These costs amounted to approximately $1.4 million for the year ended December 31, 2014.

Amortization of Intangible Assets

Amortization expense for the year ended December 31, 2015 increased $3.3 million or 36.6% compared to the year ended December 31, 2014. The increase in amortization expense for the year ended December 31, 2015 is due to the additional intangible assets of $62.2 million acquired in the Simonton acquisition that was completed on September 19, 2014. As a percentage of net sales, amortization expense remained consistent at 1.2% for the year ended December 31, 2015 after excluding the impact of the Simonton acquisition for the year ended December 31, 2015 compared to 1.2% for the year ended December 31, 2014.

Amortization expense for the year ended December 31, 2014 increased $0.7 million or 8.4% compared to the year ended December 31, 2013. The increase was attributable to the Simonton acquisition, which closed on September 19, 2014, and the acquisition of approximately $62.2 million of intangible assets. Amortization expense as a percentage of sales remained consistent at 1.2%, excluding the Simonton acquisition, for the year ended December 31, 2014 as compared to 1.3% for the year ended December 31, 2013.

Currency Transaction Loss

The currency transaction loss for the year ended December 31, 2015 increased $1.6 million or 291.5% as compared to the year ended December 31, 2014 as a result of the fluctuation in the Canadian dollar as compared to the U.S. dollar for 2015. The currency transaction loss for the year ended December 31, 2014 decreased $0.8 million as compared to the year ended December 31, 2013 as a result of the fluctuation in the Canadian dollar as compared to the U.S. dollar for 2014. Our Gienow acquisition during the year ended December 31, 2013, increased our transactional exposure to the Canadian currency. Management continues to evaluate methodologies to effectively hedge this foreign currency risk.



43

Unallocated Operating Earnings, Interest, and Benefit (Provision) for Income Taxes
 
 
Year ended December 31,
(Amounts in thousands)
 
2015
 
2014
 
2013
Statement of operations data:
 
 
 
 
 
 
SG&A expense
 
$
(30,317
)
 
$
(23,931
)
 
$
(22,078
)
Initial public offering costs
 
—

 
—

 
(23,527
)
Operating loss
 
(30,317
)
 
(23,931
)
 
(45,605
)
Interest expense
 
(74,863
)
 
(71,234
)
 
(92,019
)
Interest income
 
5

 
5

 
8

Tax receivable agreement liability adjustment
 
(12,947
)
 
670

 
5,167

Loss on modification or extinguishment of debt
 
—

 
(21,364
)
 
(18,948
)
Benefit (provision) for income taxes
 
$
688

 
$
105

 
$
(298
)

Operating loss/SG&A Expense

Unallocated SG&A expense includes items which are not directly attributed to or allocated to either of our reporting segments.  Such items include legal costs, corporate payroll, and unallocated finance and accounting expenses.  The unallocated operating loss for the year ended December 31, 2015 increased by $6.4 million or 26.7% compared to the same period in 2014 due primarily to increased incentive compensation of approximately $4.8 million, increased executive retention expense of $1.2 million, and an increase in other professional fees of $1.6 million partially offset by decreases in various other personnel expenses.

 The unallocated operating loss for the year ended December 31, 2014 decreased by $21.7 million or 47.5% compared to the year ended December 31, 2013 due primarily to the absence of $23.5 million in initial public offering costs incurred in 2013 highlighted in the table below offset by increased legal expenses and various personnel costs.

    
(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



Interest expense

Interest expense for the year ended December 31, 2015 increased by approximately $3.6 million or 5.1% compared to the year ended December 31, 2014 as a result of the additional $150.0 million debt incurred for the Simonton acquisition completed in September 2014 partially offset by the impact of the January 2014 debt refinancing.  The increase is primarily due to the $150.0 million in Senior Tack-on Notes being outstanding for the full year ended December 31, 2015 and not the full year ended December 31, 2014 since the Simonton acquisition closed in September of 2014. In January 2014, we refinanced our 8.25% Senior Secured Notes due 2018 (the "8.25% Senior Secured Notes") and 9.375% Senior Notes due 2017 (the "9.375% Senior Notes") with the entry into the Term Loan Facility and 6.50% Senior Notes. The 6.50% Senior Notes and Term Loan Facility have lower interest rates on a weighted average basis of approximately 300 basis points and consequently reduced interest expense during the year ended December 31, 2015 compared to the same period in 2014.

Interest expense for the year ended December 31, 2014 decreased by approximately $20.8 million or 22.6% compared to the year ended December 31, 2013. This reduction in interest expense is primarily related to the completion of the 6.50% Senior Notes bond offering and entering into a $430.0 million Term Loan Facility in January 2014 which facilitated the purchase of the outstanding 8.25% Senior Secured Notes and 9.375% Senior Notes. This debt refinancing reduced our weighted average interest rate by approximately 300 basis points during the year ended December 31, 2014. The reduction in stated interest rates from this transaction reduced interest expense for the year ended December 31, 2014 compared to the year ended December 31, 2013 partially offset by the additional $150.0 million of 6.50% Senior Notes issued in September 2014 for the Simonton acquisition.


44

Interest income

 Interest income for the year ended December 31, 2015 was consistent with the years ended December 31, 2014 and December 31, 2013.

Tax receivable agreement liability adjustment

As a result of our full tax valuation allowance position, our methodology for calculating the TRA liability considers expectations regarding (i) current year taxable income only (due to the uncertainty of future taxable income associated with our cumulative loss position) and (ii) future income due to the expected reversals of deferred tax liabilities. During the quarterly periods of 2015, we estimated our projected taxable income for the full year ending December 31, 2015 based on our 2015 estimates and then adjust the TRA liability on an annualized basis once taxable income is finalized for the current fiscal year. However, our methodology to estimate the TRA liability excludes forecasts for fiscal years subsequent to 2015 because such future forecasts and projections cannot be relied upon based on the negative evidence from our three year cumulative loss position. For fiscal year 2015, we are in a taxable income position; however, this taxable income position was not sufficient to outweigh the negative evidence or alleviate our three year cumulative loss position. In addition to our current year taxable income position, we considered the reversals of deferred tax assets and deferred tax liabilities. The resulting taxable income (loss) from deferred taxes was then combined with our current year taxable income to determine the cumulative NOLs that were expected to be utilized. The TRA liability was accordingly adjusted using the 85% TRA rate.

The $12.9 million TRA liability adjustment for the year ended December 31, 2015 resulted from increases in taxable income estimates resulting from the reversal of deferred tax liabilities as well as increases in our 2015 taxable income compared to the 2014 period. The $115.9 million increase in our 2015 taxable income can be attributed to the following factors (i) the continued U.S. housing recovery which is estimated to have a 10.0% year over year increase in single family housing starts according to the U.S. Census Bureau, (ii) improvements in the repair and remodeling market evidenced by the 5.6% increase in homeowner improvements during 2015 versus 2014 according to LIRA, (iii) the positive income contributions from our acquisition of Simonton which was completed in September 2014, and (iv) continued improvements in our existing operations specifically for our U.S. windows business which increased its operating earnings by approximately $45.9 million during the year ended December 31, 2015 compared to the year ended December 31, 2014. All of these items increased our taxable income estimate for the year ended December 31, 2015 and, as a result, our estimate of the TRA liability.

The $0.7 million tax receivable agreement liability adjustment for the year ended December 31, 2014 resulted from additional deferred tax liabilities assumed in the Simonton acquisition and changes in our deferred tax liabilities, partially offset by our 2014 taxable losses.

The $5.2 million tax receivable agreement liability adjustment for the year ended December 31, 2013 resulted from a combination of the IPO deductible expenses incurred during the year ended December 31, 2013 and changes in the expected timing of NOL utilization as well as decreases in our estimates of taxable income for 2013 and deferred tax liability reversals given our full valuation allowance position.

Loss on modification or extinguishment of debt

As a result of the 6.50% Senior Notes and Term Loan Facility and the tender, redemption, and repurchase of the 8.25% Senior Notes and the 9.375% Senior Secured Notes as further described in the Liquidity and Capital Resources section below, we recognized a loss on modification or extinguishment of debt of approximately $21.4 million during the year ended December 31, 2014.

As a result of the June 28, 2013 redemption of approximately $84.0 million aggregate principal amount of the 8.25% Senior Secured Notes, we recorded a loss on debt extinguishment of approximately $8.1 million in the consolidated statement of operations for the year ended December 31, 2013. As a result of the June 22, 2013 redemption of approximately $64.0 million aggregate principal amount of the 9.375% Senior Notes, we recorded a loss on debt extinguishment of approximately $10.8 million in the consolidated statement of operations for the year ended December 31, 2013. Based on these financing transactions, as further described in the Liquidity and Capital Resources section below, we recognized a loss on debt modification or extinguishment of approximately $18.9 million for the year ended December 31, 2013.


45

Income taxes

The income tax benefit for the year ended December 31, 2015 increased to an approximate $0.7 million tax benefit from a $0.1 million tax benefit for the year ended December 31, 2014. The income tax benefit of approximately $0.7 million was comprised of approximately $2.1 million of federal tax benefit, $1.9 million state tax expense, and approximately $0.5 million of foreign income tax benefit.  The increase in tax benefit is primarily due to the $9.8 million valuation allowance that was initially recorded in 2014 on the deferred tax assets of our Western Canadian business and a decrease in state income tax expense partially offset by a decrease in the tax losses of Mitten and assumption of Simonton's deferred tax liabilities which resulted in a reversal of approximately $2.8 million of our valuation allowance during the year ended December 31, 2015.

The income tax benefit for the year ended December 31, 2014 increased to an approximate $0.1 million tax benefit from a $0.3 million tax expense for the year ended December 31, 2013.  The income tax benefit of approximately $0.1 million was comprised of approximately $7.0 million of federal tax benefit, $2.7 million state tax expense, and approximately $4.2 million of foreign income tax expense.  The increase in tax benefit is primarily due to the Simonton acquisition and the assumption of their deferred tax liabilities which resulted in a $7.5 million reversal of our valuation allowance as well as 2014 taxable losses for Mitten partially offset by state income tax and a $9.8 million valuation allowance on the deferred tax assets of our Western Canadian business.

As of December 31, 2015, a full valuation allowance has been provided against certain deferred tax assets as it is presently deemed more likely than not that the benefit of such net tax assets will not be utilized.  Due to recent cumulative losses, we did not rely upon projections of future taxable income in assessing the recoverability of deferred tax assets.  Our effective tax rate for the year ended December 31, 2015 was approximately 2.2%. For the year ended December 31, 2015 our effective tax rate varied from the statutory rate primarily due to state income tax expense, changes in the valuation allowance, changes in tax contingencies and foreign income tax expense.
    
Liquidity and Capital Resources

2015 Debt Transaction

On November 5, 2015, Ply Gem Industries entered into a second amended and restated ABL Facility. Among other things, the second amended and restated ABL Facility: (i) increased the overall facility to $350.0 million, (ii) provided an accordion feature of $50.0 million, and (iii) established the applicable margin for borrowings under the ABL Facility to a range of 1.25% to 2.00% for Eurodollar rate loans, depending on availability. All outstanding loans under the second amended and restated ABL Facility are due and payable in full on November 5, 2020.

2014 Debt Transactions
On January 30, 2014, Ply Gem Industries completed an offering of $500.0 million aggregate principal amount of 6.50% Senior Notes due 2022 (the “6.50% Senior Notes”) and also entered into a $430.0 million senior secured term loan facility due 2021 (the “Term Loan Facility”). The approximate $927.9 million of net proceeds from the issuance of the 6.50% Senior Notes and the borrowings under the Term Loan Facility were used by Ply Gem Industries to purchase all of its 8.25% Senior Secured Notes and 9.375% Senior Notes tendered in the tender offers described below, to satisfy and discharge the remaining obligations under the indentures governing the 8.25% Senior Secured Notes and 9.375% Senior Notes and to pay related fees and expenses.

46


On January 30, 2014, Ply Gem Industries purchased approximately $705.9 million of the outstanding 8.25% Senior Secured Notes in a tender offer at a price of $1,067.50 per $1,000 principal amount, which included an early tender payment of $30.00 per $1,000 principal amount, plus accrued and unpaid interest. On January 30, 2014, Ply Gem Industries also purchased approximately $94.7 million of the outstanding 9.375% Senior Notes in a tender offer at a price of $1,108.36 per $1,000 principal amount, which included an early tender payment of $30.00 per $1,000 principal amount, plus accrued and unpaid interest. As a result, Ply Gem Industries paid aggregate consideration of approximately $780.2 million for the tendered 8.25% Senior Secured Notes, including a tender premium of approximately $47.6 million, and paid aggregate consideration of approximately $107.6 million for the tendered 9.375% Senior Notes, including a tender premium of approximately $10.3 million. On March 1, 2014, pursuant to the terms of the indenture governing the 8.25% Senior Secured Notes, Ply Gem Industries redeemed the remaining approximate $50.1 million principal amount of the outstanding 8.25% Senior Secured Notes at a redemption price equal to 106.188% of the principal amount thereof, plus accrued and unpaid interest. On February 16, 2014, pursuant to the terms of the indenture governing the 9.375% Senior Notes, Ply Gem Industries redeemed the remaining approximate $1.3 million principal amount of the outstanding 9.375% Senior Notes at a redemption price equal to 100% of the principal amount plus the “make-whole” premium required under the indenture governing the 9.375% Senior Notes (which equated to 110.179% of the principal amount thereof), plus accrued and unpaid interest. As of March 1, 2014, there were no longer outstanding any 8.25% Senior Secured Notes. As of February 16, 2014, there were no longer outstanding any 9.375% Senior Notes.

On September 19, 2014, Ply Gem Industries issued an additional $150.0 million aggregate principal amount of its 6.50% Senior Notes (“Senior Tack-on Notes”).  The net proceeds from the transaction were approximately $138.0 million after deducting $10.1 million for the debt discount and $1.9 million in transaction costs. The proceeds from the issuance of the Senior Tack-on Notes and approximately $3.1 million of cash on hand were used by Ply Gem Industries to fund Ply Gem Industries’ purchase of all the issued and outstanding shares of common stock of Simonton, to pay fees and expenses related to the offering of the Senior Tack-on Notes and the Simonton acquisition and for general corporate purposes, including the repayment of approximately $10.0 million of indebtedness under the ABL Facility. The additional $150.0 million of Senior Tack-on Notes have the same terms and covenants as the original $500.0 million of 6.50% Senior Notes. The 6.50% Senior Notes originally issued in January 2014 and the Senior Tack-on Notes issued in September 2014 (collectively, the "6.50% Senior Notes") will mature on February 1, 2022 and bear interest at the rate of 6.50%.

In November 2014, we exercised a portion of the accordion feature under the ABL Facility for $50.0 million, or 50% of the eligible accordion, increasing the ABL Facility from $250.0 million to $300.0 million to primarily account for the additional borrowing base acquired from Simonton.


May 2013 initial public offering and related transactions

In May 2013, we issued 18,157,895 shares of common stock receiving net proceeds of approximately $353.8 million after underwriting discounts and commissions of approximately $25.4 million and offering expenses of approximately $2.5 million. The net proceeds were primarily utilized to redeem certain of our outstanding indebtedness and for other uses as detailed below:
•
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.

These debt redemptions provided annualized cash interest savings of approximately $13.0 million excluding the ABL Facility and the 2014 debt transactions.     

47

In connection with the IPO, we entered into a Tax Receivable Agreement which provides for us to pay the Tax Receivable Entity 85% of the amount of cash savings if any, in U.S. federal, state and local income tax that we actually realize in periods ending after the IPO as a result of (i) net operating loss ("NOL") carryovers from periods (or portions thereof) ending before January 1, 2013, (ii) deductible expenses attributable to the transactions related to the IPO and (iii) deductions related to imputed interest deemed to be paid by us as a result of or attributable to payments under the Tax Receivable Agreement. Future payments on the Tax Receivable Agreement could be substantial. Management estimates that the total amount of payments under the Tax Receivable Agreement could be approximately $100.0 million assuming no material changes in the relevant tax law, that we earn sufficient taxable income to utilize the net operating loss carry forwards, and that utilization of such tax attributes is not subject to limitation under Section 382 of the Internal Revenue Code of 1986, as amended (the "Code") as the result of an “ownership change”. It is possible that future transactions or events or changes in estimates could increase or decrease the actual tax benefits realized from these tax attributes and the corresponding Tax Receivable Agreement payments and liability.
General cash flow movements
During the year ended December 31, 2015, cash and cash equivalents increased to approximately $109.4 million compared to approximately $33.2 million as of December 31, 2014.  During the year ended December 31, 2014, cash and cash equivalents decreased from approximately $69.8 million to $33.2 million as of December 31, 2014. The increase in cash was driven by a $61.0 million improvement in operating earnings year over year resulting from improved market conditions, higher selling prices, and favorable material costs. This improved operating performance resulted in a $71.1 million increase in working capital during the year ended December 31, 2015 relative to the year ended December 31, 2014. Accounts receivable improved by $7.6 million and inventory improved by $56.7 million during the year ended December 31, 2015 compared to year ended December 31, 2014. The approximate $29.5 million inventory decrease from December 31, 2014 to December 31, 2015 resulted from successful management of 2015 inventory levels, in connection with higher sales demands, as contrasted with the ramp up in inventory levels at the end of 2014 in anticipation of higher sales volumes in 2015.

Our business is seasonal because inclement weather during the winter months reduces the level of building and remodeling activity in both the home repair and remodeling and the new home construction sectors, especially in the Northeast and Midwest regions of the United States and Canada.  As a result, our liquidity typically increases during the second and third quarters as our borrowing base increases under the ABL Facility reaching a peak early in the fourth quarter, and decreases late in the fourth quarter and throughout the first quarter.

Our primary cash needs are for working capital, capital expenditures and debt service.  Our annual cash interest charges for debt service, including the ABL Facility, are estimated to be approximately $60.7 million for fiscal year 2016.  As of December 31, 2015, we did not have any scheduled debt maturities until 2020.  The specific debt instruments and their corresponding terms and due dates are described in the following sections.  Our capital expenditures have historically averaged approximately 1.5% to 2.0% of net sales on an annual basis.  For the year ending December 31, 2016, we estimate that our capital expenditures will be in a range from 2.00% to 2.25% of net sales. We finance these cash requirements through internally generated cash flow and funds borrowed under Ply Gem Industries’ ABL Facility.
     
Ply Gem’s specific cash flow movement for the year ended December 31, 2015 is summarized below:

Cash provided by (used in) operating activities

Net cash provided by operating activities for the year ended December 31, 2015 was approximately $139.3 million.  Net cash used in operating activities for the year ended December 31, 2014 was approximately $15.2 million, and net cash used in operating activities for the year ended December 31, 2013 was approximately $14.7 million.  

The increase in cash provided by operating activities was impacted by the increase in operating earnings of approximately $61.0 million which was driven by improved operating performance for our Windows and Doors segment and Siding, Fencing and Stone segment of approximately $45.9 million and $21.6 million, respectively for the year ended December 31, 2015. In addition to the improvement in operating earnings, we also had improved working capital metrics during the year ended December 31, 2015 relative to the year ended December 31, 2014 of approximately $71.1 million related to improved accounts receivable and inventory as we experienced improved collection rates on receivables and managed our seasonal inventory build more effectively.


48

The increase in cash used in operating activities during 2014 was primarily caused by a deterioration in primary working capital (accounts receivable, inventories, and accounts payable) offset by a $33.7 million improvement in operating earnings in 2014. As our liquidity has improved, we have taken eligible early pay discounts at an increased rate during 2014 as compared to 2013. This reduced payables while net sales increases of 14.7% increased receivable and inventories.

Cash used in investing activities

Net cash used in investing activities for the years ended December 31, 2015, 2014, and 2013 was approximately $54.7 million, $153.7 million, and $123.0 million, respectively.  The cash used in investing activities in 2015 was primarily for the acquisition of Canyon Stone and capital expenditures on various ongoing capital projects. The Canyon Stone acquisition was approximately $21.0 million net of cash acquired. Capital expenditures for 2015 were approximately 1.8% of net sales, consistent with our historical average.

The cash used in investing activities in 2014 was primarily for the acquisition of Simonton and capital expenditures on various ongoing capital projects. The Simonton acquisition was approximately $130.9 million net of cash acquired. Capital expenditures for 2014 were approximately 1.5% of net sales, consistent with our historical average.

The cash used in investing activities in 2013 was primarily for the acquisitions of Mitten and Gienow in 2013 and capital expenditures on various ongoing capital projects in both years. The 2013 acquisitions consisted of approximately $76.8 million paid for Mitten and approximately $20.4 million paid for Gienow. Capital expenditures for 2013 were higher, at approximately 1.9% of net sales, compared to our historical average of 1.5% due primarily to the Windows and Doors segment purchasing manufacturing equipment and tooling to address the significant volume growth in certain geographical areas. In addition, the Windows and Doors segment continues to incur additional capital expenditures for its "enterprise lean" product streamlining initiative aimed at optimizing our SKUs while improving certain functionalities across multiple window products. By streamlining product offerings, we will be able to capitalize on operating efficiencies in a recovering U.S. housing market allowing us to produce identical product at multiple facilities throughout the United States.

Cash provided by (used in) financing activities

Net cash used in financing activities for the year ended December 31, 2015 was approximately $3.5 million, primarily related to the 1.0% principal repayment of $4.3 million required by the Term Loan Facility and the payment of $1.4 million in debt issuance costs. These payments were offset by $2.2 million in cash provided by the exercise of stock options.

Net cash provided by financing activities for the year ended December 31, 2014 was approximately $135.5 million, primarily from the issuance of an additional $150.0 million in 6.50% Senior Notes, which net of fees was utilized for the Simonton acquisition. The long term debt refinancing in the year ended December 31, 2014 that occurred in January 2014 was essentially cash neutral after considering the final debt structure and related premiums/discounts with proceeds of $927.9 million offset by debt payments on the 8.25% Senior Secured Notes and 9.375% Senior Notes of $852.0 million, $61.1 million of tender/call premiums, and $14.6 million of debt issuance costs. The issuance of an additional $150.0 million in 6.50% Senior Notes in the year ended December 31, 2014 resulted in net proceeds of approximately $137.8 million after deducting $10.1 million for the debt discount and approximately $2.1 million in transaction costs incurred.

Net cash provided by financing activities for the year ended December 31, 2013 was approximately $181.2 million, primarily from net proceeds from the issuance of common stock of $353.8 million offset by the redemption of long-term debt of $148.0 million combined with the $8.5 million of call premiums associated with that redemption, $15.0 million of revolver payments, and $1.3 million in debt issuance costs paid primarily related to the entering into an amended and restated credit agreement governing the ABL Facility on November 1, 2013.

Ply Gem’s specific debt instruments and terms are described below:

6.50% Senior Notes due 2022

On January 30, 2014, Ply Gem Industries issued $500.0 million aggregate principal amount of 6.50% Senior Notes at par. On September 19, 2014, Ply Gem Industries issued an additional $150.0 million aggregate principal amount of 6.50% Senior Notes (the "Senior Tack-on Notes") at an issue price of 93.25%. Interest accrues at 6.50% per annum and is paid semi-annually on February 1 and August 1 of each year. The 6.50% Senior Notes will mature on February 1, 2022.

49


Prior to February 1, 2017, Ply Gem Industries may redeem up to 40% of aggregate principal amount of the 6.50% Senior Notes with the net cash proceeds from certain equity offerings at a redemption price equal to 106.50% of the aggregate principal amount of the 6.50% Senior Notes to be redeemed, plus accrued and unpaid interest, if any, provided that at least 50% of the aggregate principal amount of the 6.50% Senior Notes remains outstanding after the redemption. Prior to February 1, 2017, Ply Gem Industries may redeem the 6.50% Senior Notes, in whole or in part, at a redemption price equal to 100% of the principal amount plus a “make-whole” premium plus accrued and unpaid interest, if any. At any time on or after February 1, 2017, Ply Gem Industries may redeem the 6.50% Senior Notes, in whole or in part, at declining redemption prices set forth in the indenture governing the 6.50% Senior Notes plus, in each case, accrued and unpaid interest, if any, to the redemption date. The effective interest rate for the 6.50% Senior Notes is 8.39% after considering each of the different interest expense components of this instrument, including the coupon payment and the deferred debt issuance costs.
  
The 6.50% Senior Notes are fully and unconditionally and jointly and severally guaranteed on a senior unsecured basis by Ply Gem Holdings and all of the wholly-owned domestic subsidiaries of Ply Gem Industries (the “Guarantors”).  The indenture governing the 6.50% Senior Notes contains certain covenants that limit the ability of Ply Gem Industries and its restricted subsidiaries to incur additional indebtedness, pay dividends or make other distributions or repurchase or redeem their stock, make loans and investments, sell assets, incur certain liens, enter into agreements restricting their ability to pay dividends, enter into transactions with affiliates, and consolidate, merge or sell assets.  In particular, Ply Gem Industries and its restricted subsidiaries may not incur additional debt (other than permitted debt (as defined in the indenture) in limited circumstances) unless, after giving effect to such incurrence, the consolidated interest coverage ratio of Ply Gem Industries would be at least 2.00 to 1.00.  In the absence of satisfying the consolidated interest coverage ratio test, Ply Gem Industries and its restricted subsidiaries may only incur additional debt under certain circumstances, including, but not limited to, debt under credit facilities (as defined in the indenture) (x) in an amount not to exceed the greater of (a) $350.0 million and (b) the borrowing base (as defined in the indenture) and (y) in an amount not to exceed the greater of (A) $575.0 million and (B) the aggregate amount of indebtedness (as defined in the indenture) that that would cause the consolidated secured debt ratio (as defined in the indenture) to be equal to 4.00 to 1.00; purchase money indebtedness in an aggregate amount not to exceed the greater of (x) $35.0 million and (y) 10% of consolidated net tangible assets (as defined in the indenture) at any one time outstanding; debt of foreign subsidiaries in an aggregate amount not to exceed the greater of (x) $60.0 million and (y) 15% of consolidated net tangible assets (as defined in the indenture) at any one time outstanding; debt pursuant to a general basket in an aggregate amount at any one time outstanding not to exceed the greater of (x) $75.0 million and (y) 20% of consolidated net tangible assets; and the refinancing of debt under certain circumstances.

On September 5, 2014, Ply Gem Industries completed an exchange offer with respect to the 6.50% Senior Notes issued in January 2014 to exchange $500.0 million 6.50% Senior Notes registered under the Securities Act for $500.0 million of the issued and outstanding 6.50% Senior Notes. Upon completion of the exchange offer, all $500.0 million of issued and outstanding 6.50% Senior Notes were registered under the Securities Act.  On January 23, 2015, Ply Gem Industries completed an exchange offer with respect to the Senior Tack-on Notes issued in September 2014 to exchange $150.0 million Senior Tack-on Notes registered under the Securities Act for $150.0 million of the issued and outstanding Senior Tack-on Notes. Upon completion of the exchange offer, all $150.0 million of issued and outstanding Senior Tack-on Notes were registered under the Securities Act. 

Term Loan Facility due 2021

On January 30, 2014, Ply Gem Industries entered into a credit agreement governing the terms of its $430.0 million Term Loan Facility. Ply Gem Industries originally borrowed $430.0 million under the Term Loan Facility on January 30, 2014, with an original discount of approximately $2.2 million, yielding proceeds of approximately $427.9 million. The Term Loan Facility will mature on January 30, 2021. The Term Loan Facility requires scheduled quarterly payments in an aggregate annual amount equal to 1.00% of the original aggregate principal amount of the Term Loan Facility with the balance due at maturity. Interest on outstanding borrowings under the Term Loan Facility is paid quarterly.
  
Borrowings under the Term Loan Facility bear interest at a rate equal to, at Ply Gem Industries’ option, either (a) a base rate determined by reference to the highest of (i) the prime rate of the administrative agent under the credit agreement, (ii) the federal funds rate plus 0.50% and (iii) the adjusted LIBO rate for a one-month interest period plus 1.00% or (b) a LIBO rate determined by reference to the cost of funds for eurocurrency deposits in dollars for the interest period relevant to such borrowing, adjusted for certain additional costs, subject to a 1.00% floor, plus, in each case, an applicable margin of 3.00% for any eurocurrency loan and 2.00% for any alternate base rate loan. As of December 31, 2015, the Company's interest rate on the Term Loan Facility was 4.00%. The effective interest rate for the Term Loan is 7.00% after considering each of the different interest expense components of this instrument, including the coupon payment, the deferred debt issuance costs and the original issue discount.

50


The Term Loan Facility allows Ply Gem Industries to request one or more incremental term loan facilities in an aggregate amount not to exceed the greater of (x) $140.0 million and (y) an amount such that Ply Gem Industries’ consolidated senior secured debt ratio (as defined in the credit agreement), on a pro forma basis, does not exceed 3.75 to 1.00, in each case, subject to certain conditions and receipt of commitments by existing or additional financial institutions or institutional lenders.

The Term Loan Facility requires Ply Gem Industries to prepay outstanding term loans, subject to certain exceptions, with: (i) 50% (which percentage will be reduced to 25% if our consolidated senior secured debt ratio is equal or less than 2.50 to 1.00 but greater than 2.00 to 1.00 and to 0% if our consolidated senior secured debt ratio is equal to or less than 2.00 to 1.00) of our annual excess cash flow (as defined in the credit agreement), to the extent such excess cash flow exceeds $15.0 million, commencing with the fiscal year ended December 31, 2015; (ii) 100% of the net cash proceeds of certain non-ordinary course asset sales or certain insurance and condemnation proceeds, in each case subject to certain exceptions and reinvestment rights; and (iii) 100% of the net cash proceeds of certain issuances of debt, other than proceeds from debt permitted under the Term Loan Facility. Ply Gem Industries may voluntarily repay outstanding loans under the Term Loan Facility at any time without premium or penalty, other than customary “breakage” costs with respect to LIBOR loans. As of and for the year ended December 31, 2015, the Company's consolidated senior secure debt ratio was 1.97 and as a result no excess cash flow payment under the Term Loan Facility was required. However, the Company elected on March 10, 2016 to voluntarily prepay $30.0 million on the Term Loan Facility to reduce its outstanding indebtedness.
   
The Term Loan Facility is secured on a first-priority lien basis by the stock of Ply Gem Industries and by substantially all of the assets (other than the assets securing the obligations under the ABL Facility, which primarily consist of accounts receivable, inventory, cash, deposit accounts, securities accounts, chattel paper, contract rights, instruments, documents related thereto and proceeds of the foregoing) of Ply Gem Industries and the Guarantors that are subsidiaries of Ply Gem Industries and on a second-priority lien basis by the assets that secure the ABL Facility.

The Term Loan Facility includes negative covenants, subject to certain exceptions, that are substantially the same as the negative covenants in the 6.50% Senior Notes but does not contain any restrictive financial covenants. The Term Loan Facility also restricts the ability of Ply Gem Industries’ subsidiaries to enter into agreements restricting their ability to grant liens to secure the Term Loan Facility and contains a restriction on changes in fiscal year.


8.25% Senior Secured Notes due 2018

On February 11, 2011, Ply Gem Industries issued $800.0 million of 8.25% Senior Secured Notes at par.  Ply Gem Industries used the proceeds to purchase approximately $724.6 million principal amount of its outstanding 11.75% Senior Secured Notes in a tender offer, to redeem the remaining approximate $0.4 million principal amount of outstanding 11.75% Senior Secured Notes, and to pay related fees and expenses.  A portion of the early tender premiums and the original unamortized discount on the 11.75% Senior Secured Notes was recorded as a discount on the $800.0 million of 8.25% Senior Secured Notes given that the 2011 transaction was predominately accounted for as a loan modification.  On February 15, 2012, Ply Gem Industries issued an additional $40.0 million principal amount of its 8.25% Senior Secured Notes. The 8.25% Senior Secured Notes would have matured on February 15, 2018 and bore interest at the rate of 8.25% per annum.   Interest was paid semi-annually on February 15 and August 15 of each year. The 8.25% Senior Secured Notes were fully and unconditionally and jointly and severally guaranteed on a senior secured basis by the Guarantors. The 8.25% Senior Secured Notes and the related guarantees were secured on a first-priority lien basis by substantially all of the assets (other than the assets securing our obligations under the ABL Facility, which consist of accounts receivable, inventory, cash, deposit accounts, securities accounts, chattel paper and proceeds of the foregoing and certain assets such as contract rights, instruments and documents related thereto) of Ply Gem Industries and the Guarantors and on a second-priority lien basis by the assets that secure the ABL Facility.

On January 30, 2014, Ply Gem Industries purchased approximately $705.9 million of its outstanding 8.25% Senior Secured Notes in a tender offer at a price of $1,067.50 per $1,000 principal amount, which included an early tender payment of $30.00 per $1,000 principal amount, plus accrued and unpaid interest. On January 30, 2014, Ply Gem Industries irrevocably deposited with the trustee for the 8.25% Senior Secured Notes an amount sufficient to satisfy and discharge its obligations under the 8.25% Senior Secured Notes and the indenture. On March 1, 2014, Ply Gem Industries redeemed the remaining outstanding principal amount of the 8.25% Senior Secured Notes at a redemption price equal to 106.188% of the principal amount thereof, plus accrued and unpaid interest to the redemption date. Following the redemption, there were no longer any 8.25% Senior Secured Notes outstanding.




51

Senior Secured Asset Based Revolving Credit Facility due 2020

On November 5, 2015, Ply Gem Holdings, Inc., Ply Gem Industries, Inc., Gienow Canada Inc., and Mitten Inc. (together with Gienow, the “Canadian Borrowers”) entered into a second amended and restated credit agreement governing the ABL Facility. Among other things, the second amendment and restatement of the credit agreement governing the ABL Facility: (i) increased the overall facility to $350.0 million from $300.0 million, (ii) established an accordion feature of $50.0 million, (iii) reduced the applicable margin for borrowings under the ABL Facility to a range from 1.25% to 2.00% for Eurodollar rate loans, depending on availability, and (iv) extended the maturity until November 5, 2020. Under the ABL Facility, $300.0 million is available to Ply Gem Industries and $50.0 million is available to the Canadian Borrowers. The following summary describes the ABL Facility after giving effect to the amendment and restatement. As a result of the ABL Facility amendment in which the loan syndication consisted of previous members who either maintained or increased their position as well as new syndication members, the Company capitalized new debt issuance costs of $1.5 million and will amortize these costs through 2020.

Borrowings under the ABL Facility bear interest at a rate per annum equal to, at Ply Gem Industries’ option, either (a) a base rate determined by reference to the higher of (1) the corporate base rate of the administrative agent under the ABL Facility and (2) the federal funds rate plus 0.5% or (b) a Eurodollar rate determined by reference to the costs of funds for U.S. dollar deposits for the interest period relevant to such borrowing adjusted for certain additional costs, in each case plus an applicable margin.  The initial applicable margin for borrowings under the ABL Facility was 0.50% for base rate loans and 1.50% for Eurodollar rate loans.  The applicable margin for borrowings under the ABL Facility is subject to step ups and step downs based on average excess availability under the ABL Facility.  Swingline loans bear interest at a rate per annum equal to the base rate plus the applicable margin.

In addition to paying interest on outstanding principal under the ABL Facility, Ply Gem Industries is required to pay a commitment fee in respect of the unutilized commitments thereunder, which fee will be determined based on utilization of the ABL Facility (increasing when utilization is low and decreasing when utilization is high) multiplied by a commitment fee rate determined by reference to average excess availability under the ABL Facility. The commitment fee rate during any fiscal quarter is 0.375% when average excess availability is greater than $100.0 million for the preceding fiscal quarter and 0.25% when average availability is less than or equal to $100.0 million for the preceding fiscal quarter.  Ply Gem Industries must also pay customary letter of credit fees equal to the applicable margin on Eurodollar loans and agency fees.   As of December 31, 2015, the Company’s interest rate on the ABL Facility was approximately 1.75%.  The ABL Facility requires that if (a) excess availability is less than the greater of (x) 10.0% of the lower of the borrowing base and the aggregate commitments and (y) $25.0 million or (b) any event of default has occurred and is continuing, Ply Gem Industries must comply with a minimum fixed charge coverage ratio test of 1.0 to 1.0.  If the excess availability under the ABL Facility is less than the greater of (a) 12.5% of the lesser of the borrowing base and the aggregate commitments and (b) $30.0 million ($27.5 million for the months of January, February, March and April) for a period of 5 consecutive days or an event of default has occurred and is continuing, all cash from Ply Gem Industries material deposit accounts (including all concentration accounts) will be swept daily into a collection account controlled by the administrative agent under the ABL Facility and used to repay outstanding loans and cash collateralize letters of credit.

All obligations under the ABL Facility are unconditionally guaranteed by Ply Gem Holdings and substantially all of Ply Gem Industries’ existing and future, direct and indirect, wholly owned domestic subsidiaries.  All obligations under the ABL Facility, and the guarantees of those obligations, are secured, subject to certain exceptions, by substantially all of the assets of Ply Gem Industries and the guarantors, including a first-priority security interest in personal property consisting of accounts receivable, inventory, cash, deposit accounts, and certain related assets and proceeds of the foregoing and a second-priority security interest in, and mortgages on, substantially all of Ply Gem Industries’ and the Guarantors’ material owned real property and equipment and all assets that secure the Term Loan Facility on a first-priority basis.  In addition to being secured by the collateral securing the obligations of Ply Gem Industries under the domestic collateral package, the obligations of the Canadian Borrowers, which are borrowers under the Canadian sub-facility under the ABL Facility, are also secured by a first-priority security interest in substantially all of the assets of such Canadian subsidiaries, plus additional mortgages in Canada, and a pledge by Ply Gem Industries of the remaining 35% of the equity interests of the Canadian Borrowers pledged only to secure the Canadian sub-facility.

The ABL Facility contains certain covenants that limit Ply Gem Industries’ ability and the ability of Ply Gem Industries’ subsidiaries to incur additional indebtedness, pay dividends or make other distributions or repurchase or redeem their stock, make loans and investments, sell assets, incur certain liens, enter into transactions with affiliates, and consolidate, merge or sell assets. 


52

As of December 31, 2015, Ply Gem Industries had approximately $343.2 million of contractual availability and approximately $204.9 million of borrowing base availability under the ABL Facility, reflecting $0.0 million of borrowings outstanding and approximately $6.8 million of letters of credit and priority payables reserves.

9.375% Senior Notes due 2017

On September 27, 2012, Ply Gem Industries issued $160.0 million of 9.375% Senior Notes at par. Ply Gem Industries used the proceeds of the offering, together with cash on hand, to satisfy and discharge its obligations under the 13.125% Senior Subordinated Notes and the indenture governing the 13.125% Senior Subordinated Notes. The 9.375% Senior Notes would have matured on April 15, 2017 and bore interest at the rate of 9.375% per annum. Interest was paid semi-annually on April 15 and October 15 of each year. The 9.375% Senior Notes were unsecured and fully and unconditionally and jointly and severally guaranteed on a senior unsecured basis by the Guarantors.

On January 30, 2014, Ply Gem Industries purchased approximately $94.7 million of the outstanding 9.375% Senior Notes at a tender price of $1,108.36 per $1,000 principal amount, which included an early tender payment of $30.00 per $1,000 principal amount, plus accrued and unpaid interest. On January 30, 2014, Ply Gem Industries irrevocably deposited with the trustee for the 9.375% Senior Notes an amount sufficient to satisfy and discharge its obligations under the 9.375% Senior Notes and the indenture. On February 16, 2014, Ply Gem Industries redeemed the remaining outstanding principal amount of the 9.375% Senior Notes at a redemption price equal to 100% of the principal amount plus the “make-whole” premium required under the indenture (which equated to 110.179% of the principal amount thereof), plus accrued and unpaid interest. Following the redemption, there were no longer any 9.375% Senior Notes outstanding.


Loss on debt modification or extinguishment

As a result of the January 2014 issuance of the 6.50% Senior Notes and the entry into the Term Loan Facility and the tender, redemption, and repurchase of the 8.25% Senior Secured Notes and the 9.375% Senior Notes (the "January 2014 Refinancing") during the year ended December 31, 2014, the Company performed an analysis to determine the proper accounting treatment for the January 2014 Refinancing. Specifically, the Company evaluated each creditor with ownership in both the 6.50% Senior Notes and/or Term Loan Facility debt instruments and the old 8.25% Senior Secured Notes and/or 9.375% Senior Notes to determine whether the transaction should be accounted for as a modification or an extinguishment of debt as it relates to each individual creditor. The Company had approximately $34.4 million of unamortized debt discount and $14.9 million of unamortized debt issuance costs associated with the 8.25% Senior Secured Notes and 9.375% Senior Notes, of which approximately $4.8 million and $2.1 million, respectively, were expensed as a loss on extinguishment of debt in the consolidated statement of operations for the year ended December 31, 2014 as a result of the January 2014 Refinancing.

The Company also incurred an early tender premium of approximately $61.1 million in conjunction with this transaction, of which approximately $52.6 million was recorded as a discount on the 6.50% Senior Notes and the Term Loan Facility and approximately $8.5 million was expensed as a loss on extinguishment of debt in the consolidated statement of operations for the year ended December 31, 2014. The Company also expensed approximately $0.3 million for the third party fees for the 8.25% Senior Secured Notes and 9.375% Senior Notes as a result of the January 2014 Refinancing for the year ended December 31, 2014. The Company also incurred approximately $14.7 million of costs associated with the 6.50% Senior Notes and Term Loan Facility, of which approximately $9.2 million was recorded as debt issuance costs and approximately $5.5 million was expensed as a loss on modification of debt in the consolidated statement of operations for the year ended December 31, 2014. Additionally, the Company incurred an original issue discount of approximately $2.2 million for the Term Loan Facility, of which approximately $1.9 million was recorded as a discount and approximately $0.3 million was expensed as a loss on extinguishment of debt in the consolidated statement of operations for the year ended December 31, 2014.

As a result of the June 28, 2013 redemption of approximately $84.0 million aggregate principal amount of the 8.25% Senior Secured Notes, the Company recorded a loss on debt extinguishment of approximately $8.1 million in the consolidated statement of operations for the year ended December 31, 2013.

As a result of the June 22, 2013 redemption of approximately $64.0 million aggregate principal amount of the 9.375% Senior Notes, the Company recorded a loss on debt extinguishment of approximately $10.8 million in the consolidated statement of operations for the year ended December 31, 2013.

Based on these financing transactions, the Company recognized a loss on debt modification or extinguishment of approximately $0.0 million, $21.4 million and $18.9 million for the years ended December 31, 2015, 2014, and 2013, respectively, as summarized in the table below.

53


(Amounts in thousands)
 
For the year ended
 
 
December 31, 2015
 
December 31, 2014
 
December 31, 2013
Loss on extinguishment of debt:
 
 
 
 
 
 
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
)
 
 
 
 
 
 
 
Loss on modification of debt:
 
 

 
 

 
 
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
)
 
—

 
 
 
 
 
 
 
Total loss on modification or extinguishment of debt
 
$
—

 
$
(21,364
)
 
$
(18,948
)





 

54

Liquidity requirements

We intend to fund our ongoing capital and working capital requirements, including our internal growth, through a combination of cash flows from operations and, if necessary, from borrowings under our ABL Facility.  We believe that we will continue to meet our liquidity requirements over the next 12 months.  We believe that our operating units are positive cash flow generating units and will continue to sustain their operations without any significant liquidity concerns.  The performance of these operating units is significantly impacted by the performance of the housing industry, specifically single family housing starts and the repair and remodeling activity.  Any unforeseen or unanticipated downturn in the housing industry could have a negative impact on our liquidity position.
    
Management anticipates that our current liquidity position, as well as expected cash flows from our operations should be sufficient to meet ongoing operational cash flow needs, capital expenditures, debt service obligations, and other fees payable under other contractual obligations for the foreseeable future. As of December 31, 2015, we had cash and cash equivalents of approximately $109.4 million, approximately $343.2 million of contractual availability under the ABL Facility and approximately $204.9 million of borrowing base availability.  

In order to further supplement the Company's operating cash flow, the Company has from time to time opportunistically accessed capital markets based on prevailing economic and financial conditions. Based on market conditions, the Company may elect to pursue additional financing alternatives in the future. 

Contractual Obligations

The following table summarizes our contractual cash obligations under financing arrangements and lease commitments, including interest amounts, as of December 31, 2015.  Interest on the 6.50% Senior Notes is fixed.  Interest on the Term Loan Facility is variable and has been presented at the average rate of approximately 4.0% based on the current LIBOR rate and the 1.0% floor structure of the instrument. Interest on the ABL Facility is variable and has been presented at the average rate of approximately 1.8%.  Actual interest rates for future periods may differ from those presented here.
 
 
 
Total
 
Less Than
 
 
 
 
 
More than
(Amounts in thousands)
 
Amount
 
1 Year
 
1 - 3 Years
 
3 - 5 Years
 
5 Years
Long-term debt (1)
 
$
1,119,077

 
$
4,300

 
$
8,600

 
$
55,202

 
$
1,050,975

Interest payments (2)
 
426,585

 
55,628

 
152,474

 
151,098

 
67,385

Non-cancelable lease commitments (3)
 
126,846

 
27,094

 
39,900

 
26,740

 
33,112

Purchase obligations (4)
 
72,670

 
72,670

 
—

 
—

 
—

Other long-term liabilities (5)
 
6,471

 
647

 
1,294

 
1,294

 
3,236

 
 
$
1,751,649

 
$
160,339

 
$
202,268

 
$
234,334

 
$
1,154,708


(1)
Long-term debt is shown before discount, and consists of our 6.50% Senior Notes, Term Loan Facility, and ABL Facility.  This amount excludes any estimate for excess cash flow payments that may be required under the Term Loan 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 2016 contract that was finalized during 2015.
(5)
Other long term liabilities include pension obligations which are estimated based on our 2015 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 $2.9 million, including interest and penalties of approximately $1.1 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 $23.8 million, have been excluded from the table above.

55



 
Off-Balance Sheet Arrangements

We have no off-balance sheet arrangements.

Inflation; Seasonality

Our performance is dependent to a significant extent upon the levels of home repair and remodeling and new home construction spending, all of which are affected by such factors as interest rates, inflation, consumer confidence and unemployment.  We do not believe that inflation has had a material impact on our business, financial condition or results of operations during the past three fiscal years.

The demand for our products is seasonal, particularly in the Northeast and Midwest regions of the United States and Canada where inclement weather conditions during the winter months usually reduces the level of building and remodeling activity in both the home repair and remodeling and the new home construction sectors.  Our sales in both segments are usually lower during the first and fourth quarters.  Since a portion of our manufacturing overhead and operating expenses are relatively fixed throughout the year, operating income and net earnings tend to be lower in quarters with lower sales levels.  In addition, the demand for cash to fund our working capital is greater from late in the fourth quarter through the first quarter.

Recent Accounting Pronouncements

See Note 1 to our consolidated financial statements for recent accounting pronouncements, which are hereby incorporated by reference into this Part II, Item 7.

Item 7A.     QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
 
Interest Rate Risk

Our principal interest rate exposures relates to the loans outstanding under our Term Loan Facility and our ABL Facility, which provides for borrowings of up to $430.0 million on the Term Loan and up to $350.0 million on the ABL, bearing interest at a variable rate, based on an adjusted LIBOR rate plus an applicable interest margin or the base rate plus an applicable interest margin.  Assuming the Term Loan Facility is fully drawn, each quarter point increase or decrease in the interest rate would change our interest expense by approximately $1.1 million per year.  Assuming the ABL Facility is fully drawn, each quarter point increase or decrease in the interest rate would change our interest expense by approximately $0.9 million per year.   At December 31, 2015, we were not party to any interest rate swaps to manage our interest rate risk.  In the future, we may enter into interest rate swaps, involving the exchange of floating for fixed rate interest payments, to reduce our exposure to interest rate volatility.

Foreign Currency Risk

Our results of operations are affected by fluctuations in the value of the U.S. dollar as compared to the value of the Canadian dollar.  In 2015, the net impact of foreign currency changes to our results of operations was a loss of $3.2 million.  The impact of foreign currency changes related to translation resulted is a decrease in stockholders' equity of approximately $14.7 million during the year ended December 31, 2015.  In addition to the translation impact, the Company’s Canadian operations purchased approximately $59.4 million in U.S. dollars during 2015 to pay U.S. suppliers. As a result, a 10% deterioration in the Canadian dollar relative to the U.S. dollar would have increased the Company’s cost of goods sold by approximately $5.9 million during the year ended December 31, 2015.  During the year ended December 31, 2015, the Company realized $5.5 million of gains on the 2015 derivative contracts that were reclassified from accumulated other comprehensive income or loss to current period earnings and were included in cost of goods sold. During the year ended December 31, 2014, we entered into a hedging contract in order to mitigate the 2015 exposure risk of currency fluctuation against the Canadian dollar and hedged approximately $49.7 million of our 2015 non-functional currency inventory purchases.  During December 2015, we entered into a hedging contract in order to mitigate the 2016 exposure risk of currency fluctuation against the Canadian dollar and hedged approximately $14.3 million of our 2016 non-functional currency inventory purchases, covering the first four months of 2016. At December 31, 2015, our foreign currency hedging contract had a market value of approximately $0.8 million and is recorded as an increase in stockholders' equity for the year ended December 31, 2015.


56







Commodity Pricing Risk

We are subject to significant market risk with respect to the pricing of our principal raw materials, which include PVC resin, aluminum, and wood.  If prices of these raw materials were to increase dramatically, we may not be able to pass such increases on to our customers and, as a result, gross margins could decline significantly.  We manage the exposure to commodity pricing risk by continuing to diversify our product mix, strategic buying programs and vendor partnering. The Midwest ingot price of aluminum decreased approximately 16.1% for the year ended December 31, 2015 compared to the year ended December 31, 2014. While, the average market price for PVC resin was estimated to have decreased approximately 3.8% for 2015 compared to 2014.

Inflation

We do not believe that inflation has had a material effect on our business, financial condition or results of operations.  Our lease payments related to our sale/leaseback agreement include an annual increase based on the Consumer Price Index ("CPI"), which could expose us to potential higher costs in years with high inflation. The CPI increase for 2015 was approximately 0.7%.

Labor Force Risk

Our manufacturing process is highly engineered but involves manual assembly, fabrication, and manufacturing processes. We believe that our success depends upon our ability to employ, train, and retain qualified personnel with the ability to design, utilize, and enhance these services and products. In addition, our ability to expand our operations depends in part on our ability to increase our labor force as the U.S. housing market recovers and minimize labor inefficiencies. A significant increase in the wages paid by competing employers could result in a reduction of our labor force, increases in the wage rates that we must pay, or both. If either of these events were to occur, our cost structure could increase, our margins could decrease, and any growth potential could be impaired. Historically, we have believed that the lag period between breaking ground on a new housing start and the utilization of our products on the exterior of a home is between 90 to 120 days.


57



Item 8.      FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA


Report of Independent Registered Public Accounting Firm
 


The Board of Directors and Stockholders
of Ply Gem Holdings, Inc. and Subsidiaries
 
We have audited the accompanying consolidated balance sheet of Ply Gem Holdings, Inc. and subsidiaries as of December 31, 2015, and the related consolidated statements of operations, comprehensive income (loss), stockholders' equity (deficit), and cash flows for the year ended December 31, 2015. In connection with our audit of the consolidated financial statements, we also have audited the related financial statement Schedule II, Valuation and Qualifying Accounts, with respect to the balances for the year ended December 31, 2015. These consolidated financial statements and schedule are the responsibility of the Company's management. Our responsibility is to express an opinion on these consolidated financial statements and schedule based on our audit.
We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Ply Gem Holdings, Inc. and subsidiaries as of December 31, 2015, and the results of their operations and their cash flows for the year ended December 31, 2015, in conformity with U.S. generally accepted accounting principles. Also, in our opinion, the related financial statement schedule with respect to the balances for the year ended December 31, 2015, when considered in relation to the basic financial statements taken as a whole, presents fairly in all material respects the information set forth therein.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), Ply Gem Holdings, Inc.'s internal control over financial reporting as of December 31, 2015, based on criteria established in Internal Control-Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO), and our report dated March 14, 2016 expressed an unqualified opinion on the effectiveness of the Company's internal control over financial reporting.

 
/s/ KPMG LLP
 
 
Raleigh, North Carolina
March 14, 2016



58

Report of Independent Registered Public Accounting Firm
 


The Board of Directors and Stockholders
of Ply Gem Holdings, Inc. and Subsidiaries
 
We have audited the accompanying consolidated balance sheet of Ply Gem Holdings, Inc. and subsidiaries as of December 31, 2014, and the related consolidated statements of operations, comprehensive (loss) income, stockholders’ equity (deficit), and cash flows for each of the two years in the period ended December 31, 2014. Our audits also included the financial statement schedule listed in Item 15(a)(2), with respect to the balances for the years ended December 31, 2014 and 2013. These financial statements and schedule are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements and schedule based on our audits.
We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of Ply Gem Holdings, Inc. and subsidiaries at December 31, 2014, and the consolidated results of their operations and their cash flows for each of the two years in the period ended December 31, 2014, in conformity with U.S. generally accepted accounting principles. Also, in our opinion, the related financial statement schedule, with respect to the balances for the years ended December 31, 2014 and 2013, when considered in relation to the basic financial statements taken as a whole, presents fairly in all material respects the information set forth therein.


 
/s/ Ernst & Young LLP
 
 
Raleigh, North Carolina
March 13, 2015


59


PLY GEM HOLDINGS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS


(Amounts in thousands, except share and per share data)
 
For the Year Ended December 31,
 
 
2015
 
2014
 
2013
Net sales
 
$
1,839,726

 
$
1,566,643

 
$
1,365,581

Cost of products sold
 
1,420,014

 
1,258,842

 
1,106,911

Gross profit
 
419,712

 
307,801

 
258,670

Operating expenses:
 
 

 
 

 
 

Selling, general and administrative expenses
 
271,874

 
224,163

 
187,131

Amortization of intangible assets
 
25,306

 
22,140

 
20,236

Initial public offering costs
 
—

 
—

 
23,527

Total operating expenses
 
297,180

 
246,303

 
230,894

Operating earnings
 
122,532

 
61,498

 
27,776

Foreign currency loss
 
(3,166
)
 
(992
)
 
(1,533
)
Interest expense
 
(74,876
)
 
(71,269
)
 
(92,046
)
Interest income
 
57

 
83

 
362

Tax receivable agreement liability adjustment
 
(12,947
)
 
670

 
5,167

Loss on modification or extinguishment of debt
 
—

 
(21,364
)
 
(18,948
)
Income (loss) before provision (benefit) for income taxes
 
31,600

 
(31,374
)
 
(79,222
)
Provision (benefit) for income taxes
 
(688
)
 
(105
)
 
298

Net income (loss)
 
$
32,288

 
$
(31,269
)
 
$
(79,520
)
 
 
 
 
 
 
 
Net income (loss) attributable to common shareholders:
 
 
 
 
 
 
Basic
 
$
0.47

 
$
(0.46
)
 
$
(1.32
)
Diluted
 
$
0.47

 
$
(0.46
)
 
$
(1.32
)
 
 
 
 
 
 
 
Weighted average shares outstanding:
 
 
 
 
 
 
Basic
 
68,003,564

 
67,819,046

 
60,021,341

Diluted
 
68,106,493

 
67,819,046

 
60,021,341









See accompanying notes to consolidated financial statements.

60


PLY GEM HOLDINGS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(Amounts in thousands)
 
For the Year Ended December 31,
 
 
2015
 
2014
 
2013
Net income (loss)
 
$
32,288

 
$
(31,269
)
 
$
(79,520
)
Other comprehensive (loss) income, net of tax:
 
 
 
 
 
 
Currency translation
 
(14,690
)
 
(9,681
)
 
(2,937
)
Unrealized gain (loss) on derivative instruments
 
(465
)
 
1,294

 
—

Minimum pension liability for actuarial gain (loss)
 
(1,436
)
 
(8,374
)
 
6,059

Other comprehensive income (loss)
 
(16,591
)
 
(16,761
)
 
3,122

Comprehensive income (loss)
 
$
15,697

 
$
(48,030
)
 
$
(76,398
)
 

 
See accompanying notes to consolidated financial statements.



61


PLY GEM HOLDINGS, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS

(Amounts in thousands, except share amounts)
 
December 31, 2015
 
December 31, 2014
ASSETS
 
 
 
 
Current Assets:
 
 
 
 
Cash and cash equivalents
 
$
109,425

 
$
33,162

Accounts receivable, less allowances of $3,588 and $4,164, respectively
 
195,165

 
187,679

Inventories:
 
 

 
 

Raw materials
 
64,002

 
76,467

Work in process
 
25,319

 
34,378

Finished goods
 
61,082

 
69,068

Total inventory
 
150,403

 
179,913

Prepaid expenses and other current assets
 
24,647

 
31,808

Deferred income taxes
 
11,261

 
7,680

Total current assets
 
490,901

 
440,242

Property and Equipment, at cost:
 
 

 
 

Land
 
8,175

 
7,967

Buildings and improvements
 
66,321

 
65,658

Machinery and equipment
 
385,750

 
368,719

Total property and equipment
 
460,246

 
442,344

Less accumulated depreciation
 
(299,243
)
 
(281,377
)
Total property and equipment, net
 
161,003

 
160,967

Other Assets:
 
 

 
 

Intangible assets, net
 
128,384

 
147,709

Goodwill
 
477,739

 
476,112

Other
 
27,877

 
29,545

Total other assets
 
634,000

 
653,366

 
 
$
1,285,904

 
$
1,254,575

LIABILITIES AND STOCKHOLDERS' DEFICIT
 
 

 
 

Current Liabilities:
 
 

 
 

Accounts payable
 
$
74,496

 
$
84,164

Accrued expenses
 
152,962

 
147,325

Current portion of payable to related parties pursuant to tax receivable agreement
 
3,005

 
—

Current portion of long term debt
 
4,300

 
4,300

Total current liabilities
 
234,763

 
235,789

Deferred income taxes
 
21,387

 
20,806

Long-term portion of payable to related parties pursuant to tax receivable agreement
 
20,811

 
10,917

Other long-term liabilities
 
90,893

 
94,814

Long-term debt
 
994,863

 
988,917

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, 68,127,491 and 67,877,587 issued and outstanding, respectively
 
681

 
679

Additional paid-in-capital
 
749,296

 
745,140

Accumulated deficit
 
(790,224
)
 
(822,512
)
Accumulated other comprehensive loss
 
(36,566
)
 
(19,975
)
Total stockholders' deficit
 
(76,813
)
 
(96,668
)
 
 
$
1,285,904

 
$
1,254,575


See accompanying notes to consolidated financial statements.

62


PLY GEM HOLDINGS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Amounts in thousands)
 
For the Year Ended December 31,
 
 
2015
 
2014
 
2013
Cash flows from operating activities:
 
 
 
 
 
 
Net income (loss)
 
$
32,288

 
$
(31,269
)
 
$
(79,520
)
Adjustments to reconcile net income (loss) to cash
 
 

 
 

 
 

provided by (used in) operating activities:
 
 

 
 

 
 

Depreciation and amortization expense
 
58,400

 
48,463

 
45,646

Fair-value premium on purchased inventory
 
54

 
38

 
2,015

Fair-value decrease of contingent acquisition liability
 
—

 
(264
)
 
(358
)
Non-cash restructuring costs
 
704

 
3,275

 
2,864

Non-cash integration charges
 
—

 
—

 
3,220

Non-cash interest expense, net
 
13,380

 
14,948

 
12,221

Loss on foreign currency transactions
 
3,166

 
992

 
1,533

Non-cash litigation expense
 
—

 
4,573

 
—

Loss on modification or extinguishment of debt
 
—

 
21,364

 
18,948

Prepaid management fee write off
 
—

 
—

 
2,682

Stock based compensation
 
1,960

 
2,246

 
2,181

Deferred income taxes
 
(4,901
)
 
(2,373
)
 
(432
)
Tax receivable agreement liability adjustment
 
12,899

 
(670
)
 
(5,167
)
Increase (reduction) in tax uncertainty, net of valuation allowance
 
(199
)
 
131

 
(520
)
Other
 
(28
)
 
(295
)
 
56

Changes in operating assets and liabilities:
 
 

 
 

 
 

Accounts receivable, net
 
(4,562
)
 
(12,112
)
 
6,133

Inventories
 
29,921

 
(26,745
)
 
(10,102
)
Prepaid expenses and other assets
 
6,729

 
(4,960
)
 
(8,880
)
Accounts payable
 
(10,563
)
 
(17,404
)
 
(12,443
)
Accrued expenses
 
3,336

 
(9,752
)
 
24,278

Payment of advisory termination fee to affiliate
 
—

 
—

 
(18,852
)
Cash payments on restructuring and integration liabilities
 
(1,645
)
 
(4,969
)
 
(3,594
)
Other
 
(1,624
)
 
(449
)
 
3,398

Net cash provided by (used in) operating activities
 
139,315

 
(15,232
)
 
(14,693
)
Cash flows from investing activities:
 
 

 
 

 
 

Acquisitions, net of cash acquired and outstanding checks assumed
 
(21,000
)
 
(130,856
)
 
(97,200
)
Capital expenditures
 
(33,860
)
 
(23,661
)
 
(25,894
)
Proceeds from sale of assets
 
122

 
823

 
102

Net cash used in investing activities
 
(54,738
)
 
(153,694
)
 
(122,992
)
Cash flows from financing activities:
 
 

 
 

 
 

Proceeds from long-term debt
 
—

 
1,067,725

 
—

Payments on long-term debt
 
(4,300
)
 
(855,225
)
 
(148,000
)
Payments on previous revolver credit facility
 
—

 
—

 
(15,000
)
Payment of early tender and call premiums
 
—

 
(61,142
)
 
(8,520
)
Net proceeds from issuance of common stock
 
—

 
—

 
353,756

Proceeds from exercises of employee stock options
 
2,198

 
1,112

 
197

Debt issuance costs paid
 
(1,412
)
 
(16,947
)
 
(1,256
)
Net cash provided by (used in) financing activities
 
(3,514
)
 
135,523

 
181,177

Impact of exchange rate movements on cash
 
(4,800
)
 
(3,236
)
 
(885
)
Net increase (decrease) in cash and cash equivalents
 
76,263

 
(36,639
)
 
42,607

Cash and cash equivalents at the beginning of the period
 
33,162

 
69,801

 
27,194

Cash and cash equivalents at the end of the period
 
$
109,425

 
$
33,162

 
$
69,801

Supplemental Information
 
 

 
 

 
 

Interest paid
 
$
60,070

 
$
64,008

 
$
84,770

Income taxes paid, net
 
$
2,607

 
$
1,676

 
$
1,917


See accompanying notes to consolidated financial statements.

63


PLY GEM HOLDINGS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)
(Dollars in thousands)
 
Common Stock
 
Additional
Paid-in-
 
Accumulated
 
Accumulated
Other
Comprehensive
 
Total
Stockholders'
 
 
Shares
 
Amount
 
Capital
 
Deficit
 
Income (Loss)
 
(Deficit)
Balance, December 31, 2012
 
100

 
$
—

 
$
311,034

 
$
(619,640
)
 
$
(6,336
)
 
$
(314,942
)
Comprehensive loss:
 
 
 
 

 
 

 
 

 
 

 
 

Net loss
 
—

 
—

 
—

 
(79,520
)
 
—

 
(79,520
)
Other comprehensive loss
 
—

 
—

 
—

 
—

 
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
)
Comprehensive income:
 
 
 
 
 
 

 
 

 
 

 
 

Net income
 
—

 
—

 
—

 
32,288

 
—

 
32,288

Other comprehensive loss
 
—

 
—

 
—

 
—

 
(16,591
)
 
(16,591
)
Stock compensation
 
—

 
—

 
1,960

 
—

 
—

 
1,960

Stock option exercises
 
249,904

 
2

 
2,196

 
—

 
—

 
2,198

Balance, December 31, 2015
 
68,127,491

 
$
681

 
$
749,296

 
$
(790,224
)
 
$
(36,566
)
 
$
(76,813
)



See accompanying notes to consolidated financial statements.

64


PLY GEM HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


1.    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

Ply Gem Holdings, Inc. (“Ply Gem Holdings”) and its wholly owned subsidiaries (individually and collectively, the “Company” or “Ply Gem”) are diversified manufacturers of residential and commercial building products, operating with two segments: (i) Siding, Fencing and Stone and (ii) Windows and Doors.  Through these segments, Ply Gem Industries, Inc. (“Ply Gem Industries”) manufactures and sells, primarily in the United States and Canada, a wide variety of products for the residential and commercial construction, manufactured housing, and remodeling and renovation markets.

Ply Gem Holdings was incorporated as a wholly owned subsidiary of Ply Gem Investment Holdings, Inc. (“Ply Gem Investment Holdings”), on January 23, 2004 by affiliates of CI Capital Partners LLC (“CI Capital Partners”) for the purpose of acquiring Ply Gem Industries from Nortek, Inc. (“Nortek”).  On January 11, 2010, Ply Gem Investment Holdings was merged with and into Ply Gem Prime Holdings, Inc. (“Ply Gem Prime”), with Ply Gem Prime being the surviving corporation.  As a result, Ply Gem Holdings was a wholly owned subsidiary of Ply Gem Prime.

The Ply Gem acquisition was completed on February 12, 2004, when Nortek sold Ply Gem Industries to Ply Gem Holdings, an affiliate of CI Capital Partners pursuant to the terms of the stock purchase agreement among Ply Gem Investment Holdings, Nortek, and WDS LLC dated as of December 19, 2003, as amended.  Prior to February 12, 2004, the date of the Ply Gem acquisition, Ply Gem Holdings had no operations and Ply Gem Industries was wholly owned by a subsidiary of WDS LLC, which was a wholly owned subsidiary of Nortek.  

Ply Gem is a diversified manufacturer of residential and commercial building products, which are sold primarily in the United States and Canada, and include a wide variety of products for the residential and commercial construction, the do-it-yourself and the professional remodeling and renovation markets.  The demand for the Company’s products is seasonal, particularly in the Northeast and Midwest regions of the United States and Canada where inclement weather during the winter months usually reduces the level of building and remodeling activity in both the home repair and remodeling and new home construction sectors.  The Company’s sales are usually lower during the first and fourth quarters.

Initial Public Offering and Related Transactions

In May 2013, the Company issued 18,157,895 shares of common stock in an initial public offering ("IPO") of its common stock and received gross proceeds of approximately $381.3 million. The shares began trading on The New York Stock Exchange on May 23, 2013 under the symbol "PGEM". The proceeds were utilized to (i) redeem, repurchase or repay a portion of the Company's outstanding indebtedness under both the 8.25% Senior Secured Notes due 2018 (the "8.25% Senior Secured Notes") and the 9.375% Senior Notes due 2017 (the "9.375% Senior Notes") as well as the Company's senior secured asset based revolving credit facility (the "ABL Facility"), (ii) to pay transaction fees and other expenses and (iii) for general corporate purposes, including to pay the aggregate purchase price for the acquisition of Mitten Inc. ("Mitten"). Refer to the Long-Term Debt footnote for disclosure on the reduction of indebtedness and the Acquisitions footnote for disclosure on the Mitten acquisition.
    
Immediately prior to the closing of the IPO, Ply Gem Prime merged with and into Ply Gem Holdings, with Ply Gem Holdings being the surviving entity. In the merger, the Company issued a total of 48,962,494 shares of common stock, and all of the preferred stock of Ply Gem Prime (including the subordinated debt of Ply Gem Prime that was converted into preferred stock in connection with the IPO) was converted into a number of shares of the Company's common stock based on the IPO price of the common stock and the liquidation value of and the maximum dividend amount in respect of the preferred stock. This merger resulted in an increase of approximately $92.1 million in accumulated deficit and additional paid-in-capital and an increase in deferred tax assets of $37.4 million with a full valuation allowance for Ply Gem Holdings. This merger had no impact on the Company's consolidated statement of operations for all periods presented.

As a result of the IPO, the Company expensed within operations approximately $23.5 million in costs associated with the offering that were not directly attributable to the securities offered. The following table summarizes these costs for the year ended December 31, 2013.

65

(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

        
Principles of Consolidation
        
The accompanying consolidated financial statements include the accounts of Ply Gem Holdings and its subsidiaries, all of which are wholly owned.  All intercompany accounts and transactions have been eliminated.

Accounting Policies and Use of Estimates

The preparation of these consolidated financial statements in conformity with accounting principles generally accepted in the United States involves estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the financial statements and the reported amounts of income and expense during the reporting periods.  Certain of the Company’s accounting policies require the application of judgment in selecting the appropriate assumptions for calculating financial estimates.  By their nature, these judgments are subject to an inherent degree of uncertainty.  The Company periodically evaluates the judgments and estimates used in their critical accounting policies to ensure that such judgments and estimates are reasonable.  Such estimates include the allowance for doubtful accounts receivable, rebates, pensions, valuation reserve for inventories, warranty reserves, insurance reserves, legal contingencies, assumptions used in the calculation of income taxes and the tax receivable agreement, projected cash flows used in the goodwill and intangible asset impairment tests, and environmental accruals and other contingencies.  These judgments are based on the Company’s historical experience, current trends and information available from other sources, as appropriate and are based on management’s best estimates and judgments.  The Company adjusts such estimates and assumptions when facts and circumstances dictate.  Illiquid credit markets, volatile equity, foreign currency, and depressed housing and remodeling markets combine to increase the uncertainty inherent in such estimates and assumptions.  If different conditions result from those assumptions used in the Company’s judgments, actual results could be materially different from the Company’s estimates.

Recognition of Sales and Related Costs, Incentives and Allowances

The Company recognizes sales upon the shipment of products, net of applicable provisions for discounts and allowances.  Generally, the customer takes title upon shipment and assumes the risks and rewards of ownership of the product.  For certain products, it is industry practice that customers take title to products upon delivery, at which time revenue is then recognized by the Company.  Allowances for cash discounts, volume rebates and other customer incentive programs, as well as gross customer returns, among others, are recorded as a reduction of sales at the time of sale based upon the estimated future outcome.  Cash discounts, volume rebates and other customer incentive programs are based upon certain percentages agreed upon with the Company’s various customers, which are typically earned by the customer over an annual period.  

The Company records periodic estimates for these amounts based upon the historical results to date, estimated future results through the end of the contract period and the contractual provisions of the customer agreements.  Customer returns are recorded as a reduction to sales on an actual basis throughout the year and also include an estimate at the end of each reporting period for future customer returns related to sales recorded prior to the end of the period.  The Company generally estimates customer returns based upon the time lag that historically occurs between the sale date and the return date while also factoring in any new business conditions that might impact the historical analysis such as new product introduction.  The Company also provides for estimates of warranty and shipping costs at the time of sale.  Shipping and warranty costs are included in cost of products sold.  Bad debt provisions are included in selling, general and administrative expenses.  The amounts recorded are generally based upon historically derived percentages while also factoring in any new business conditions that are expected to impact the historical analysis such as new product introduction for warranty and bankruptcies of particular customers for bad debt.

Cash Equivalents

Cash equivalents consist of short-term highly liquid investments with original maturities of three months or less which are readily convertible into cash.


66

Accounts receivable

Accounts receivable-trade are recorded at their net realizable value.  The allowance for doubtful accounts was $3.6 million and $4.2 million at December 31, 2015 and 2014, respectively.  The Company maintains allowances for doubtful accounts for estimated losses resulting from the inability of its customers to make required payments. The Company estimates the allowance for doubtful accounts based on a variety of factors including the length of time receivables are past due, the financial health of its customers, unusual macroeconomic conditions and historical experience. If the financial condition of its customers deteriorates or other circumstances occur that result in an impairment of customers’ ability to make payments, the Company records additional allowances as needed. The Company writes off uncollectible trade accounts receivable against the allowance for doubtful accounts when collection efforts have been exhausted and/or any legal action taken by the Company has concluded.

Inventories

Inventories in the accompanying consolidated balance sheets are valued at the lower of cost or market and are determined by the first-in, first-out (FIFO) method.  The Company records provisions, as appropriate, to write-down obsolete and excess inventory to estimated net realizable value.  The process for evaluating obsolete and excess inventory often requires the Company to make subjective judgments and estimates concerning future sales levels, quantities and prices at which such inventory will be able to be sold in the normal course of business.  Accelerating the disposal process or incorrect estimates of future sales potential may cause actual results to differ from the estimates at the time such inventory is disposed or sold. As of December 31, 2015, the Company had inventory purchase commitments of approximately $72.7 million.

The inventory reserves were approximately $8.3 million at December 31, 2015, decreasing by approximately $2.4 million compared to the December 31, 2014 reserves of approximately $10.6 million.

Property and Equipment
 
Property and equipment are presented at cost.  Depreciation of property and equipment are provided on a straight-line basis over estimated useful lives, which are generally as follows:
 
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
 
Expenditures for maintenance and repairs are expensed when incurred. Expenditures for renewals and betterments are capitalized.  When assets are sold, or otherwise disposed, the cost and related accumulated depreciation are eliminated and the resulting gain or loss is recognized in operations.  Depreciation expense for the years ended December 31, 2015, 2014, and 2013 was approximately $33.1 million, $26.3 million, and $25.4 million, respectively.

Intangible Assets, Goodwill and Other Long-lived Assets

Long-lived assets
    
The Company reviews long-lived assets for impairment whenever events or changes in business circumstances indicate that the carrying amount of the assets may not be fully recoverable.  The Company performs undiscounted operating cash flow analyses to determine if impairment exists.  If an impairment is determined to exist, any related impairment loss is calculated based on the asset’s fair value and the discounted cash flow.

The Company tests for long-lived asset impairment at the following asset group levels: (i) the combined U.S. Siding, Fencing and Stone companies in the Siding, Fencing and Stone segment (“Siding”), (ii) the combined U.S. Windows companies in the Windows and Doors segment (“US Windows”), (iii) the combined Simonton windows companies in the Windows and Doors segment, (iv) Gienow Canada Inc. ("Gienow Canada") (a combined Western Canadian company created by the January 2014 amalgamation of the Company's legacy Western Canadian business and the Gienow entity acquired in April 2013) in the Windows and Doors segment, and (v) Mitten (formerly known as Mitten, Inc.), acquired in May 2013, in the Siding, Fencing and Stone segment.
  

67


For purposes of recognition and measurement of an impairment loss, a long-lived asset or asset group should represent the lowest level for which an entity can separately identify cash flows that are largely independent of the cash flows of other assets and liabilities. During the year ended December 31, 2013, the Company incurred an asset impairment charge of $1.4 million related to the restructuring and integration of the Gienow and Ply Gem Canada operations. There were no asset impairment charges for the years ended December 31, 2015 or 2014.

Goodwill
    
Acquisition accounting involves judgment with respect to the valuation of the acquired assets and liabilities in order to determine the final amount of goodwill.  For significant acquisitions, the Company values items such as property and equipment and acquired intangibles based upon appraisals.

The Company evaluates goodwill for impairment on an annual basis and whenever events or business conditions warrant.  All other intangible assets are amortized over their estimated useful lives.  The Company assesses goodwill for impairment at the November month end each year (November 28 for 2015) and also at any other date when events or changes in circumstances indicate that the carrying value of these assets may exceed their fair value.  To evaluate goodwill for impairment, the Company estimates the fair value of reporting units considering such factors as discounted cash flows and valuation multiples for comparable publicly traded companies.  A significant reduction in projected sales and earnings which would lead to a reduction in future cash flows could indicate potential impairment.  Refer to Note 3 for additional considerations regarding the results of the impairment test in 2015 and 2014.

Debt Issuance Costs

Debt issuance costs, composed of facility, agency, and certain legal fees associated with issuing new debt, are amortized over the contractual term of the related agreement using the effective interest method.  Net debt issuance costs totaled approximately $22.2 million and $23.8 million as of December 31, 2015 and December 31, 2014, respectively, and have been recorded in other long term assets in the accompanying consolidated balance sheets. Amortization of debt issuance costs for the years ended December 31, 2015, December 31, 2014 and December 31, 2013 was approximately $3.1 million, $4.0 million, and $4.1 million, respectively.  Amortization of debt issuance costs is recorded in interest expense in the accompanying consolidated statements of operations.

Share Based Compensation

Share-based compensation cost for the Company’s stock option plan is measured at the grant date, based on the estimated fair value of the award, and is recognized over the requisite service period.  The fair value of each option award is estimated on the grant date using a Black-Scholes option valuation model.  Expected volatility is based on a review of several market indicators, including peer companies.  The risk-free interest rate is based on U.S. Treasury issues with a term equal to the expected life of the option.

Insurance Liabilities

The Company is self-insured for certain casualty losses and medical liabilities. The Company records insurance liabilities and related expenses for health, workers’ compensation, product and general liability losses and other insurance expenses in accordance with either the contractual terms of their policies or, if self-insured, the total liabilities that are estimable and probable as of the reporting date.  Insurance liabilities are recorded as current liabilities to the extent they are expected to be paid in the succeeding year with the remaining requirements classified as long-term liabilities.  The accounting for self-insured plans requires that significant judgments and estimates be made both with respect to the future liabilities to be paid for known claims and incurred but not reported claims as of the reporting date.  The Company relies on historical trends when determining the appropriate incurred but not reported claims and health insurance reserves to record in its consolidated balance sheets.  In certain cases where partial insurance coverage exists, the Company must estimate the portion of the liability that will be covered by existing insurance policies to arrive at the net expected liability to the Company.


68

Income Taxes
 
The Company utilizes the asset and liability method of accounting for income taxes which requires that deferred tax assets and liabilities be recorded to reflect the future tax consequences of temporary differences between the book and tax basis of various assets and liabilities.  Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled.  The effect of changes in tax rates on deferred tax assets and liabilities are recognized as income or expense in the period in which the rate change occurs.  A valuation allowance is established to offset any deferred tax assets if, based upon the available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized.
 
Estimates are required with respect to, among other things, the appropriate state income tax rates used in the various states that the Company and its subsidiaries are required to file, the potential utilization of operating and capital loss carry-forwards for both federal and state income tax purposes and valuation allowances required, if any, for tax assets that may not be realized in the future.  The Company establishes reserves when, despite our belief that our tax return positions are fully supportable, certain positions could be challenged, and the positions may not be fully sustained.  As a result of the 2013 Ply Gem Prime and Ply Gem Holdings merger, U.S. federal income tax returns are prepared and filed by Ply Gem Holdings on behalf of itself, Ply Gem Industries, Inc. (“Ply Gem Industries”), and its U.S. subsidiaries.  The Company has executed a tax sharing agreement with Ply Gem Industries and Ply Gem Holdings pursuant to which tax liabilities for each respective party are computed on a stand-alone basis.  The Company along with its U.S. subsidiaries file a consolidated federal income tax return, separate state income tax returns, combined state returns, and unitary state returns. Gienow Canada and Mitten both file separate Canadian federal income tax returns and separate provincial returns.

Tax receivable agreement ("TRA") liability

As a result of the Company’s full tax valuation allowance position at December 31, 2015, the Company’s methodology for calculating the TRA liability considers expectations regarding (i) current year taxable income only (due to the uncertainty of future taxable income associated with the Company’s cumulative loss position) and (ii) future income due to the expected reversals of deferred tax liabilities. During the year ended December 31, 2015, the Company utilized its taxable income for the year ended December 31, 2015 only. The Company’s methodology to estimate the TRA liability excludes forecasts for fiscal years subsequent to 2015 because such future forecasts and projections cannot be relied upon based on the negative evidence from the Company’s three year cumulative loss position. For fiscal year 2015, the Company was in a taxable income position; however, this taxable income estimate was not sufficient to outweigh the negative evidence or alleviate the Company’s three year cumulative loss position. In addition to utilizing the Company’s current year taxable income, the Company considered the reversals of deferred tax assets and deferred tax liabilities in the TRA liability estimate.

Sales Taxes

Sales taxes collected from customers are recorded as liabilities until remitted to taxing authorities and therefore are not reflected in the consolidated statements of operations.

Advertising Costs

Advertising costs are generally expensed as incurred. Advertising expense was $15.1 million, $15.3 million, and $13.3 million for the years ended December 31, 2015, 2014, and 2013, respectively.

Commitments and Contingencies

The Company provides accruals for all direct costs associated with the estimated resolution of contingencies at the earliest date at which it is deemed probable that a liability has been incurred and the amount of such liability can be reasonably estimated.  Costs accrued have been estimated based upon an analysis of potential results, assuming a combination of litigation and settlement strategies and outcomes. Insurance recoveries are recorded as assets when their receipt is deemed probable.

Environmental

The Company accrues for losses associated with environmental remediation obligations when such losses are probable and reasonably estimable. Environmental remediation obligation accruals are adjusted as further information develops or circumstances change.  Costs of future expenditures for environmental remediation obligations are not discounted to their present value.  Recoveries of environmental remediation costs from other parties are recorded as assets when their receipt is deemed probable.

69


Liquidity

The Company intends to fund its ongoing capital and working capital requirements, including its internal growth, through a combination of cash flows from operations and, if necessary, from borrowings under the revolving credit portion of its senior secured asset based revolving credit facility.  As of December 31, 2015, the Company had approximately $999.2 million of indebtedness, approximately $109.4 million of cash and cash equivalents, and approximately $204.9 million of borrowing base availability, reflecting $0.0 million of ABL borrowings and approximately $6.8 million of letters of credit and priority payable reserves issued under the ABL Facility.

Because of the inherent seasonality in the Company's business and the resulting working capital requirements, the Company’s liquidity position fluctuates within a given year.  The seasonal effect that creates the Company’s greatest needs has historically been experienced during the first six months of the year and the Company anticipates borrowing funds under its ABL Facility to support this requirement.  However, the Company anticipates the funds generated from operations combined with cash on hand and funds available under the ABL Facility will be adequate to finance its ongoing operational cash flow needs, capital expenditures, debt service obligations, management incentive expenses, tax receivable agreement payments, and other fees payable under other contractual obligations for the foreseeable future.

Foreign Currency

Gienow Canada and Mitten, the Company’s Canadian subsidiaries, utilize the Canadian dollar as their functional currency.  For reporting purposes, the Company translates the assets and liabilities of its foreign entity at the exchange rates in effect at year-end.  Net sales and expenses are translated using average exchange rates in effect during the period.  Gains and losses from foreign currency translation are credited or charged to accumulated other comprehensive income or loss in the accompanying consolidated balance sheets. Gains and losses arising from international intercompany transactions that are of a long-term investment nature are reported in the same manner as translation gains and losses. Realized exchange gains and losses are included in net income (loss) for the periods presented.
 
The Company recorded a loss from foreign currency transactions of approximately $3.2 million, $1.0 million, and $1.5 million for the years ended December 31, 2015, 2014, and 2013, respectively. During the years ended December 31, 2015, 2014, and 2013, accumulated other comprehensive income (loss) included a currency translation adjustment of approximately $(14.7) million, $(9.7) million, and $(2.9) million, respectively.

Derivative Financial Instruments
During the year ended December 31, 2015, the Company entered into a forward contract agreement to hedge approximately $14.3 million of its 2016 non-functional currency inventory purchases. During the year ended December 31, 2014, the Company entered into a forward contract agreement to hedge approximately $49.7 million of its 2015 non-functional currency inventory purchases (settled prior to December 31, 2015). These forward contracts were established to protect the Company from variability in cash flows attributable to changes in the U.S. dollar relative to the Canadian dollar.
The Company has designated the 2015 and the 2016 forward contracts as cash flow hedges. As a cash flow hedge, unrealized gains are recognized as assets while unrealized losses are recognized as liabilities. The 2015 and 2016 forward contracts are highly correlated to the changes in foreign currency rates to which the Company is exposed. Unrealized gains and losses on these agreements are designated as effective or ineffective. The effective portion of such gains or losses is recorded as a component of accumulated other comprehensive income or loss, while the ineffective portion of such gains or losses is recorded as a component of cost of goods sold. Future realized gains and losses in connection with each inventory purchase will be reclassified from accumulated other comprehensive income or loss to cost of goods sold. The gains and losses on the derivative contract that are reclassified from accumulated other comprehensive income or loss to current period earnings are included in the line item in which the hedged item is recorded in the same period the forecasted transaction affects earnings. During the years ended December 31, 2015 and 2014, the Company realized a gain of approximately $5.5 million and a loss of approximately $0.4 million, respectively, within cost of goods sold in the consolidated statement of operations based on these cash flow hedges.

70

The changes in fair values of derivatives that have been designated and qualify as cash flow hedges are recorded in accumulated other comprehensive income or loss and are reclassified into cost of goods sold in the same period the hedged item affects earnings. Due to the high degree of effectiveness between the hedging instruments and the underlying exposures being hedged, fluctuations in the value of the derivative instruments are generally offset by changes in the fair value or cash flows of the underlying exposures being hedged. The changes in the fair value of derivatives that do not qualify as effective are immediately recognized in earnings. As of December 31, 2015, approximately $0.8 million of the deferred net gain on derivative instruments included in accumulated other comprehensive loss is expected to be reclassified to cost of goods sold during the next twelve months. This expectation is based on the expected timing of the occurrence of the hedged forecasted transactions.
The fair value of the foreign currency forward contract agreement is estimated using industry standard valuation models using market-based observable inputs, including spot rates, forward points, interest rates and volatility inputs (Level 2). A summary of the recorded asset included in the accompanying consolidated balance sheets is as follows:
(Amounts in thousands)
 
 
 
 
December 31, 2015
 
December 31, 2014
Foreign currency hedge (included in other assets)
$
829

 
$
1,294

Concentration of Credit Risk

The Company’s largest customer, ABC Supply Co. Inc., accounted for approximately 11.6%, 12.0%, and 9.2% of consolidated net sales for the years ended December 31, 2015, 2014, and 2013, respectively, and 14.3% and 12.5% of outstanding accounts receivable as of December 31, 2015 and 2014, respectively.

Fair Value Measurement

The accounting standard for fair value discusses valuation techniques, such as the market approach (comparable market prices), the income approach (present value of future income or cash flows), and the cost approach (cost to replace the service capacity of an asset or replacement cost). The standard utilizes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three broad levels. The following is a brief description of those three levels:

•
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.

The hierarchy requires the use of observable market data, when available, and to minimize the use of unobservable inputs when determining fair value.  The Company’s population of recurring financial assets and liabilities subject to fair value measurements and the necessary disclosures are as follows:

 
 
 
 
 
 
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

 
$
585,000

 
$
585,000

 
$
—

 
$
—

Term Loan Facility
 
422,475

 
411,913

 
—

 
411,913

 
—

As of December 31, 2015
 
$
1,072,475

 
$
996,913

 
$
585,000

 
$
411,913

 
$
—

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

 
$
—



71

The fair value of the long-term debt instruments was determined by utilizing available market information.  The carrying value of the Company’s other financial instruments approximates their fair value due to the short-term nature of these instruments.  Refer to Note 6 for fair value disclosures related to the Company's pension assets.

Earnings (loss) per common share
    
Basic earnings (loss) per share ("EPS") is computed based upon weighted-average shares outstanding during the period. Dilutive earnings per share is computed consistently with the basic computation while giving effect to all dilutive potential common shares and common share equivalents that were outstanding during the period. Ply Gem Holdings uses the treasury stock method to reflect the potential dilutive effect of unvested stock awards and unexercised options.
    
The Company was in a net loss position for the years December 31, 2014, and December 31, 2013 and therefore the impact of stock options and unvested restricted stock were excluded from the computation of diluted earnings (loss) per share, as the inclusion of such amounts would be anti-dilutive.
    
The computation of the dilutive effect of other potential common shares included options and unvested restricted stock representing approximately 0.1 million shares of common stock for the year ended December 31, 2015 and excluded options and unvested restricted stock representing approximately 0.1 million and 1.1 million shares of common stock for the year ended December 31, 2014 and 2013, respectively. Under the treasury stock method, the inclusion of these stock awards would have been anti-dilutive for 2014 and 2013.

Prior to the IPO, the Company issued a total of 48,962,494 shares of common stock in connection with the merger of Ply Gem Prime into Ply Gem Holdings. Therefore, for purposes of EPS, the Company had 48,962,494 shares of common stock outstanding for the 2013 period through May 23, 2013. The Company calculated the amounts as net loss divided by the 48,962,494 shares of common stock outstanding for the 2013 period through May 23, 2013 plus the weighted-average shares outstanding subsequent to the IPO on May 23, 2013 through December 31, 2013. Prior to the IPO, all options and unvested restricted shares were instruments that were exercisable into Ply Gem Prime stock. Subsequently, those options and unvested restricted share grants were converted into Ply Gem Holdings instruments and as such will be treated prospectively from the date of the IPO for the calculation of dilutive earnings (loss) per share.


Comprehensive (Loss) Income
 
The components of accumulated other comprehensive (loss) income are as follows:
 
(Amounts in thousands)
 
Foreign currency
translation
 
Unrealized gain (loss) on derivative instruments
 
Minimum pension
liability adjustments
 
Accumulated other comprehensive
(loss) income
Balance, December 31, 2012
 
$
5,887

 
$
—

 
$
(12,223
)
 
$
(6,336
)
  Net current period change
 
(2,937
)
 
—

 
6,059

 
3,122

Balance, December 31, 2013
 
2,950

 
—

 
(6,164
)
 
(3,214
)
  Net current period change
 
(9,681
)
 
1,294

 
(8,374
)
 
(16,761
)
Balance, December 31, 2014
 
(6,731
)
 
1,294

 
(14,538
)
 
(19,975
)
  Net current period change
 
(14,690
)
 
(465
)
 
(1,436
)
 
(16,591
)
Balance, December 31, 2015
 
$
(21,421
)
 
$
829

 
$
(15,974
)
 
$
(36,566
)



72

New Accounting Pronouncements
    
In April 2014, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update ("ASU") No. 2014-08, Presentation of Financial Statements and Property, Plant, and Equipment, which changes the criteria for determining which disposals can be presented as discontinued operations and modifies related disclosure requirements. Under the new guidance, a discontinued operation is defined as a component or group of components that is disposed of or is classified as held for sale and represents a strategic shift that has or will have a major effect on an entity’s operations and financial results. The change is effective for fiscal years, and interim reporting periods within those years, beginning on or after December 15, 2014, which means the first quarter of Ply Gem's fiscal year 2015, with early adoption permitted. The guidance applies prospectively to new disposals and new classifications of disposal groups as held for sale after the effective date. The adoption of this new guidance did not affect the Company's consolidated financial position, results of operations or cash flows.

In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers, which completes the joint effort by the FASB and the International Accounting Standards Board to clarify the principles for recognizing revenue and improve financial reporting by creating common revenue recognition guidance for U.S. generally accepted accounting principles ("GAAP") and International Financial Reporting Standards ("IFRS"). ASU 2014-09 provides enhancements to the quality and consistency of how revenue is reported while also improving comparability in the financial statements of companies reporting using IFRS and GAAP. The core principle of this update is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. In July 2015, the FASB finalized a one-year deferral of the effective date of the new revenue recognition standard. The new standard will become effective for Ply Gem beginning with the first quarter of 2018 and can be adopted either retrospectively to each prior reporting period presented or as a cumulative effect adjustment as of the date of adoption. The method of adoption has not been determined yet by the Company. The Company is currently reviewing the revised guidance and assessing the potential impact on the consolidated financial statements.

In January 2015, the FASB issued ASU No. 2015-01, Income Statement-Extraordinary and Unusual Items, which eliminates from GAAP the concept of extraordinary items and the requirement that an entity separately classify, present and disclose extraordinary events and transactions. The change is effective for fiscal years, and interim reporting periods within those years, beginning on or after December 15, 2015, which means the first quarter of Ply Gem's fiscal year 2016. The guidance can be applied retrospectively or prospectively. This new guidance is not expected to affect the Company's consolidated financial position, results of operations or cash flows.

In February 2015, the FASB issued ASU No. 2015-02, Consolidation, which adjusts the determination of whether an entity is a variable interest entity ("VIE") through various assessment criteria including fees paid to the decision maker within the entity or service provider, related party tests regarding indirect interests, among other others. The change is effective for fiscal years, and interim reporting periods within those years, beginning on or after December 15, 2015, which means the first quarter of Ply Gem's fiscal year 2016, with early adoption permitted. The guidance can be applied with a modified retrospective approach with a cumulative-effect adjustment to equity as of the beginning of the fiscal year of adoption or retrospectively. This new guidance is not expected to affect the Company's consolidated financial position, results of operations or cash flows.    

In April 2015, the FASB issued ASU No. 2015-03, Interest-Imputation of Interest, which requires debt issuance costs to be presented in the balance sheet as a direct deduction from the carrying value of the associated debt liability, consistent with the presentation of a debt discount. Additionally, in August 2015, the FASB issued ASU No. 2015-15, Interest-Imputation of Interest, which specifies that debt issuance costs related to line-of-credit arrangements can still be presented as an asset and amortized ratably over the term of the arrangement, regardless of whether there are any outstanding borrowings on the line-of-credit arrangement. The change is effective for fiscal years, and interim reporting periods within those years, beginning on or after December 15, 2015, which means the first quarter of Ply Gem's fiscal year 2016, with early adoption permitted. The guidance applies retrospectively to all debt issuance costs. This new guidance is expected to change classification in the Company's consolidated financial position with no impact on the results of operations or cash flows.

In April 2015, the FASB issued ASU No. 2015-05, Intangibles-Goodwill and Other-Internal-use Software, which provides guidance on the accounting for fees paid by a customer in a cloud computing arrangement as it relates to whether the arrangement includes the sale or license of software. The change is effective for fiscal years, and interim reporting periods within those years, beginning on or after December 15, 2015, which means the first quarter of Ply Gem's fiscal year 2016, with early adoption permitted. The guidance can be applied retrospectively or prospectively. This new guidance is expected to change classification in the Company's consolidated financial position with no impact on the results of operations or cash flows.


73

In July 2015, the FASB issued ASU No. 2015-11, Simplifying the Measurement of Inventory, which requires measurement of in scope inventory at the lower of cost and net realizable value. Net realizable value is the estimated selling prices in the ordinary course of business, less reasonably predictable costs of completion, disposal, and transportation. The change is effective for fiscal years, and interim reporting periods within those years, beginning on or after December 15, 2016, which means the first quarter of Ply Gem's fiscal year 2017. The amendment should be applied prospectively with earlier application permitted as of the beginning of an interim or annual reporting period. The Company is evaluating the impact that the adoption of this standard may have on its consolidated financial statements.

In September 2015, the FASB issued ASU No. 2015-16, Business Combinations (Topic 805): Simplifying the Accounting for Measurement-Period Adjustments ("ASU No. 2015-16"), which requires that an acquirer recognize adjustments to provisional amounts that are identified during the measurement period in the reporting period in which the adjustment amounts are determined. ASU 2015-16 is effective for fiscal years, and interim reporting periods within those fiscal years, beginning after December 15, 2015. The Company has adopted ASU 2015-16 as of the year ended December 31, 2015 with no material impact to its consolidated financial position or results of operations.

In November 2015, the FASB issued ASU No. 2015-17, Income Taxes (Topic 740): Balance Sheet Classification of Deferred Taxes. This ASU requires reporting entities to classify deferred income taxes as non-current on the consolidated balance sheets. Deferred income taxes were previously required to be classified as current or non-current on the consolidated balance sheets. The provisions of this ASU are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2016. Early adoption is permitted. The guidance can be applied retrospectively or prospectively. This new guidance is expected to change classification in the Company's consolidated financial position with no impact on the results of operations or cash flows.

In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842). The core principal of the guidance is that an entity should recognize assets and liabilities arising from a lease for both financing and operating leases, along with additional qualitative and quantitative disclosures. The standard will be effective for fiscal years beginning after December 15, 2018, including interim periods within such fiscal years. Early adoption is permitted. The guidance is to be applied using a modified retrospective transition method with the option to elect a package of practical expedients. The Company is currently evaluating the impact of the adoption of this accounting standard update on its internal processes, operating results and financial reporting. The impact is currently not known or reasonably estimable.


2.   ACQUISITIONS

Simonton

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. Fortune Brand Windows’ name has subsequently been changed to Simonton Windows & Doors, Inc. (“Simonton”). Simonton is a premier repair and remodeling window company with leading brand recognition within this market providing the Company with long-term value. Simonton manufactures top quality vinyl windows and doors and provides industry-leading customization options, delivery times, and customer service. Simonton has manufacturing plant locations in California, Illinois, and West Virginia with administrative offices in Ohio. The Simonton acquisition balances the Company's end window market mix by moving our market exposure to approximately 65% and 35% for the new construction and repair and remodeling markets, respectively, as compared to the approximate 80% and 20% legacy split for the Company’s window business. By incorporating the Company’s siding net sales, the Company’s market exposure is expected to be approximately 53% and 47% for the new construction and repair and remodeling markets, respectively. Simonton strategically fits into the Company’s existing footprint and broadens its service offering to existing and new customers within the building product industry. The Company accounted for the transaction as an acquisition in accordance with the provisions of Accounting Standards Codification 805, Business Combinations, which results in a new valuation for the assets and liabilities of Simonton based upon fair values as of the acquisition date.


74

The Company determined the fair value of the tangible and intangible assets and the liabilities acquired, and recorded goodwill based on the excess of fair value of the acquisition consideration over such fair value, as follows:
(Amounts in thousands)
 
Cash
$
(856
)
Accounts receivable
37,134

Inventories
17,742

Prepaid expenses and other current assets
2,133

Property and equipment
53,655

Intangible assets
62,170

Goodwill
58,681

Other assets
426

Accounts payable and accrued expenses, including short-term warranty
(49,916
)
Deferred income taxes
(10,462
)
Long-term warranty and other liabilities
(40,707
)
 
$
130,000


The $58.7 million of goodwill was allocated to the Windows and Doors segment and none of the goodwill is deductible for tax purposes. As of the acquisition date and as of December 31, 2015 and 2014, Simonton was in a net deferred tax liability position, which was evaluated with the Company’s existing net deferred tax asset position as of December 31, 2015 and 2014 considering the Company’s full valuation allowance position. This resulted in a reversal of approximately $2.8 million and $7.5 million in the Company's valuation allowance during the years ended December 31, 2015 and 2014, respectively. The reversal was recorded in the Company's consolidated statement of operations within the provision (benefit) for income taxes.
For the year ended December 31, 2014, Simonton contributed net sales of approximately $91.1 million and a net loss of $1.5 million, which has been included within the Company’s consolidated statement of operations. If the Simonton acquisition would have occurred at the beginning of 2013, the Company’s consolidated net sales and net loss would have been:

(Amounts in thousands) (Unaudited)
December 31, 2014
 
December 31, 2013
Net sales
$
1,793,502

 
$
1,667,007

Net loss
(29,625
)
 
(83,422
)


During the years ended December 31, 2015 and 2014, the Company incurred $0.1 million and $0.9 million of acquisition-related costs, respectively, for Simonton. These expenses are included in selling, general, and administrative expenses in the Company’s consolidated statement of operations within the Windows and Doors segment.

Canyon Stone

On May 29, 2015, Ply Gem completed an acquisition for cash consideration of approximately $21.0 million to acquire substantially all of the assets of Canyon Stone Inc. ("Canyon Stone"), a manufacturer and distributor of stone veneer and accessories in the United States. Canyon Stone has manufacturing facilities in Olathe, Kansas and Youngsville, North Carolina. The purchase agreement also included contingent consideration in the form of potential earn-out payments of up to $1.0 million based on Canyon Stone's earnings for fiscal years 2015 through 2017. This acquisition expanded the Company's stone veneer manufacturing footprint across the United States as it compliments the existing Ply Gem Stone manufacturing facility in Middleburg, Pennsylvania. The Company accounted for the transaction as an acquisition in accordance with the provisions of Accounting Standards Codification 805, Business Combinations, which results in a new valuation for the assets and liabilities of Canyon Stone based upon fair values as of the acquisition date.

75

Since the acquisition was completed on May 29, 2015, the final acquisition accounting allocation remains subject to further adjustments. The specific accounts subject to ongoing purchase accounting adjustments include accrued expenses, and other liabilities. Therefore, the measurement date remains open as of December 31, 2015, and the preliminary acquisition accounting allocation detailed below is subject to adjustment. The Company anticipates completing these acquisition accounting adjustments during 2016.
The Company determined the fair value of the tangible and intangible assets and the liabilities acquired, and recorded goodwill based on the excess of fair value of the acquisition consideration over such fair values, as follows:
(Amounts in thousands)
 
Accounts receivable
$
3,559

Inventories
712

Prepaid expenses and other current assets
41

Property and equipment
2,019

Intangible assets
9,300

Goodwill
7,642

Accounts payable, accrued expenses and other long-term liabilities
(2,273
)
 
$
21,000


The $7.6 million of goodwill was allocated to the Siding, Fencing and Stone segment and the goodwill is expected to be deductible for tax purposes. The Company has recognized a liability of approximately $0.8 million as of December 31, 2015 as the estimated fair value of the earn-out. This amount is included within other long-term liabilities in the consolidated balance sheet. During the year ended December 31, 2015, the Company incurred a $0.1 million expense within selling, general and administrative expenses in the consolidated statement of operations for the change in the earn-out. Any future change in the fair value of the contingent consideration subsequent to the acquisition date will be recognized in earnings in the period of change.
 
For the year ended December 31, 2015, Canyon Stone contributed net sales of approximately $17.6 million, and net income of $0.8 million, which has been included within the Company’s consolidated statement of operations within the Siding, Fencing, and Stone segment. If the Canyon Stone acquisition had occurred at the beginning of 2015, the Company’s consolidated net sales and net income (loss) would have been:
(Amounts in thousands) (Unaudited)
December 31, 2015
 
December 31, 2014
Net sales
$
1,850,993

 
$
1,590,669

Net income (loss)
32,712

 
(28,608
)

During the year ended December 31, 2015, the Company incurred $0.3 million of acquisition-related costs for Canyon Stone. These expenses are included in selling, general, and administrative expenses in the Company’s consolidated statements of operations and comprehensive income (loss) within the Siding, Fencing and Stone segment.

Mitten
On May 31, 2013, Ply Gem completed an acquisition for cash consideration of approximately $76.8 million, to acquire the capital stock of Mitten, Inc. ("Mitten"), a leading manufacturer and distributor of vinyl siding and accessories in Canada. Mitten is located in Ontario, Canada, and therefore the acquisition expanded the Company's presence in Eastern Canada and enabled the Company to expand its current distribution of its portfolio of exterior building products to this market for its siding and windows businesses. The Company accounted for the transaction as an acquisition in accordance with the provisions of Accounting Standards Codification 805, Business Combinations, which results in a new valuation for the assets and liabilities of Mitten based upon fair values as of the acquisition date.

76

The Company determined the fair value of the tangible and intangible assets and the liabilities acquired, and recorded goodwill based on the excess of fair value of the acquisition consideration over such fair values, as follows:
(Amounts in thousands)
 
Accounts receivable
$
18,393

Inventories
22,592

Other current assets
904

Property and equipment
9,279

Other assets
1,439

Intangible assets
35,400

Goodwill
26,098

Accounts payable and accrued expenses
(27,499
)
Deferred income taxes
(9,786
)
 
$
76,820

The $26.1 million of goodwill was assigned to the Siding, Fencing and Stone segment and none of the goodwill is expected to be deductible for tax purposes.
Additionally, a $2.1 million working capital adjustment was finalized for Mitten subsequent to the acquisition date of May 31, 2013 and the Company has reflected this in the purchase price allocation shown above.

Gienow    

On April 9, 2013, the Company, through its wholly-owned Canadian subsidiary Gienow Canada Inc., acquired Gienow WinDoor Ltd. for $20.4 million, through the purchase of all of the capital stock of Gienow WinDoor Ltd. Immediately subsequent to the acquisition, Gienow WinDoor Ltd. was amalgamated into Gienow Canada Inc. (the surviving entity, "Gienow"). Gienow is in the business of manufacturing, distributing, and selling windows, doors, and related products and services to industrial and residential customers in Canada and the United States. Gienow has a manufacturing facility located in Calgary, Alberta, Canada. The Company accounted for the transaction as an acquisition in accordance with the provisions of Accounting Standards Codification 805, Business Combinations, which results in a new valuation for the assets and liabilities of Gienow based upon fair values as of the acquisition date.
The Company determined the fair value of the tangible and intangible assets and the liabilities acquired, and recorded goodwill based on the excess of fair value of the acquisition consideration over such fair values, as follows:
(Amounts in thousands)
 
Accounts receivable
$
11,714

Inventories
6,814

Other current assets
1,118

Property and equipment
4,746

Deferred income taxes
2,657

Intangible assets
1,083

Goodwill
3,717

Accounts payable and accrued expenses
(10,041
)
Other liabilities
(1,428
)
 
$
20,380

    
The $3.7 million of goodwill was allocated to the Windows and Doors segment and none of the goodwill is expected to be deductible for tax purposes.

77



3.   GOODWILL
 
In applying the acquisition method of accounting, the Company determines the fair value of the tangible and intangible assets acquired, and the fair value of the liabilities assumed. The excess of the fair value of the consideration transferred and the fair value of the net assets acquired is recorded as goodwill.  The Company performs an annual test for goodwill impairment at the November month end each year (November 28 for 2015) and also at any other date when events or changes in circumstances indicate that the carrying value of these assets may exceed their fair value.  The Company has defined its reporting units and performs the impairment testing of goodwill at the operating segment level.  The Company has two reporting units: 1) Siding, Fencing, and Stone and 2) Windows and Doors.  Separate valuations are performed for each of these reporting units in order to test for impairment.      

The Company uses the two-step method to determine goodwill impairment.  If the carrying amount of a reporting unit exceeds its fair value (“Step One”), the Company measures the possible goodwill impairment based upon a hypothetical allocation of the fair value estimate of the reporting unit to all of the underlying assets and liabilities of the reporting unit, including previously unrecognized intangible assets (“Step Two”).  The excess of the reporting unit’s fair value over the amounts assigned to its assets and liabilities is the implied fair value of goodwill.  An impairment loss is recognized to the extent that a reporting unit’s recorded goodwill exceeds the implied fair value of goodwill.
 
To determine the fair value of its reporting units, the Company equally considers both the income and market valuation methodologies.  The income valuation methodology uses the fair value of the cash flows that the reporting unit can be expected to generate in the future. This method requires management to project revenues, operating expenses, working capital investment, capital spending and cash flows for the reporting unit over a multi-year period as well as determine the weighted average cost of capital to be used as the discount rate.  The Company also utilizes the market valuation method to estimate the fair value of the reporting units by utilizing comparable public company multiples.  These comparable public company multiples are then applied to the reporting unit’s financial performance.  The market approach is more volatile as an indicator of fair value as compared to the income approach as internal forecasts and projections have historically been more stable.  Since each approach has its merits, the Company equally weights the approaches to balance the internal and external factors affecting the Company’s fair value.

The Company’s fair value estimates of its reporting units and goodwill are sensitive to a number of assumptions including discount rates, cash flow projections, operating margins, and comparable market multiples.  In order to accurately forecast future cash flows, the Company estimated single family housing starts and the repair and remodeling market’s growth rate through 2022.  These assumptions modeled information published by the National Association of Home Builders (“NAHB”).  The Company estimated single family housing starts increasing from approximately 713,000 in 2015 to approximately 1,100,000 in 2023 (terminal growth year) and estimated the repair and remodeling growth rate at approximately 3.0% in each year through 2023.  The 1,100,000 terminal housing starts figure represents a historical average that tracks domestic population growth.  The forecasted sales growth and operating earnings increases coincided with the growth in these two key assumptions.  The Company utilized its weighted average cost of capital and its long-term growth rate to derive the appropriate capitalization rate used in the terminal value calculation.  The Company utilized these fair value estimate assumptions during the impairment analysis conducted during the years ended December 31, 2015 and 2014.

The Company’s annual goodwill impairment tests performed as of November 28, 2015 and November 22, 2014 indicated no impairment.  The Windows and Doors, and Siding, Fencing, and Stone reporting units exceeded their 2015 carrying values by approximately 57% and 203%, respectively.

The Company provides no assurance that: 1) valuation multiples will not decline, 2) discount rates will not increase, or 3) the earnings, book values or projected earnings and cash flows of the Company’s reporting units will not decline. The Company will continue to analyze changes to these assumptions in future periods. The Company will also continue to evaluate goodwill during future periods and declines in the residential housing and remodeling markets or unfavorable performance by the Company in these markets could result in future goodwill impairments.

78


The reporting unit goodwill balances were as follows as of December 31, 2015 and December 31, 2014:
 
(Amounts in thousands)
 
 
 
 
 
 
December 31, 2015
 
December 31, 2014
Siding, Fencing and Stone
 
$
347,958

 
$
344,048

Windows and Doors
 
129,781

 
132,064

 
 
$
477,739

 
$
476,112

 
A rollforward of goodwill for 2015 and 2014 is included in the table below:
 
 
Windows and
 
Siding, Fencing
(Amounts in thousands)
 
Doors
 
and Stone
Balance as of January 1, 2014
 
 

 
 

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

Currency translation adjustments
 
(1,772
)
 
(3,732
)
Simonton acquisition
 
(511
)
 
—

Canyon Stone acquisition
 
—

 
7,642

Balance as of December 31, 2015
 
 

 
 

Goodwill
 
457,554

 
470,185

Accumulated impairment losses
 
(327,773
)
 
(122,227
)
 
 
$
129,781

 
$
347,958


The changes in the goodwill balances from December 31, 2014 to December 31, 2015 relate to currency translation adjustments and the acquisitions as described in Note 2.

79





4.   INTANGIBLE ASSETS
 
The following table presents the major components of intangible assets as of December 31, 2015 and 2014:

(Amounts in thousands)
 
Average
Amortization
Period
 
 
 
Accumulated
 
Net Carrying
 
 
(in Years)
 
Cost
 
Amortization
 
Value
As of December 31, 2015
 
 
 
 
 
 
 
 
Patents
 
14
 
$
12,770

 
$
(11,136
)
 
$
1,634

Trademarks/Tradenames
 
12
 
116,965

 
(76,249
)
 
40,716

Customer relationships
 
13
 
217,709

 
(133,532
)
 
84,177

Other
 
5
 
5,360

 
(3,503
)
 
1,857

Total intangible assets
 
12
 
$
352,804

 
$
(224,420
)
 
$
128,384

 
 
 
 
 
 
 
 
 
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

    
Amortization expense related to these intangible assets for the years ended December 31, 2015, 2014, and 2013 was approximately $25.3 million, $22.1 million, and $20.2 million, respectively.  Estimated amortization expense for fiscal years 2016 through 2020 is shown in the following table:
 
 
Amortization
(Amounts in thousands)
expense
 
 
2016
$
24,521

2017
20,545

2018
19,746

2019
15,706

2020
11,074


80


 
5.   LONG-TERM DEBT
 
Long-term debt in the accompanying consolidated balance sheets at December 31, 2015 and 2014 consists of the following:

(Amounts in thousands)
 
 
 
 
 
 
December 31, 2015
 
December 31, 2014
Senior secured asset based revolving credit facility
 
$
—

 
$
—

Term Loan due 2021, net of unamortized early tender premium
 
 
 
 
and discount of $28,018 and $32,518, respectively
 
394,457

 
394,257

6.50% Senior notes due 2022, net of unamortized early tender premium
 
 
 
 
and discount of $45,294 and $51,040, respectively
 
604,706

 
598,960

 
 
$
999,163

 
$
993,217

Less current portion of long-term debt
 
(4,300
)
 
(4,300
)
 
 
$
994,863

 
$
988,917


2015 Debt Transaction

On November 5, 2015, Ply Gem Industries entered into a second amended and restated ABL Facility. Among other things, the second amended and restated ABL Facility: (i) increased the overall facility to $350.0 million, (ii) provided an accordion feature of $50.0 million, and (iii) established the applicable margin for borrowings under the ABL Facility to a range of 1.25% to 2.00% for Eurodollar rate loans, depending on availability. All outstanding loans under the second amended and restated ABL Facility are due and payable in full on November 5, 2020.

2014 Debt Transactions
    
On January 30, 2014, Ply Gem Industries completed an offering of $500.0 million aggregate principal amount of 6.50% Senior Notes due 2022 (the “6.50% Senior Notes”) and also entered into a $430.0 million senior secured term loan facility due 2021 (the “Term Loan Facility”). The approximate $927.9 million of net proceeds from the issuance of the 6.50% Senior Notes and the borrowings under the Term Loan Facility were used by Ply Gem Industries to purchase all of its 8.25% Senior Secured Notes due 2018 and 9.375% Senior Notes due 2017 tendered in the tender offers described below, to satisfy and discharge the remaining obligations under the indentures governing the 8.25% Senior Secured Notes and 9.375% Senior Notes and to pay related fees and expenses.

81


On January 30, 2014, Ply Gem Industries purchased approximately $705.9 million of the outstanding 8.25% Senior Secured Notes in a tender offer at a price of $1,067.50 per $1,000 principal amount, which included an early tender payment of $30.00 per $1,000 principal amount, plus accrued and unpaid interest. On January 30, 2014, Ply Gem Industries also purchased approximately $94.7 million of the outstanding 9.375% Senior Notes in a tender offer at a price of $1,108.36 per $1,000 principal amount, which included an early tender payment of $30.00 per $1,000 principal amount, plus accrued and unpaid interest. As a result, Ply Gem Industries paid aggregate consideration of approximately $780.2 million for the tendered 8.25% Senior Secured Notes, including a tender premium of approximately $47.6 million, and paid aggregate consideration of approximately $107.6 million for the tendered 9.375% Senior Notes, including a tender premium of approximately $10.3 million. On March 1, 2014, pursuant to the terms of the indenture governing the 8.25% Senior Secured Notes, Ply Gem Industries redeemed the remaining approximate $50.1 million principal amount of the outstanding 8.25% Senior Secured Notes at a redemption price equal to 106.188% of the principal amount thereof, plus accrued and unpaid interest. On February 16, 2014, pursuant to the terms of the indenture governing the 9.375% Senior Notes, Ply Gem Industries redeemed the remaining approximate $1.3 million principal amount of the outstanding 9.375% Senior Notes at a redemption price equal to 100% of the principal amount plus the “make-whole” premium required under the indenture governing the 9.375% Senior Notes (which equated to 110.179% of the principal amount thereof), plus accrued and unpaid interest. As of March 1, 2014, there were no longer outstanding any 8.25% Senior Secured Notes. As of February 16, 2014, there were no longer outstanding any 9.375% Senior Notes.

On September 19, 2014, Ply Gem Industries issued an additional $150.0 million aggregate principal amount of its 6.50% Senior Notes (“Senior Tack-on Notes”).  The net proceeds from the transaction were approximately $138.0 million after deducting $10.1 million for the debt discount and $1.9 million in transaction costs. The proceeds from the issuance of the Senior Tack-on Notes and approximately $3.1 million of cash on hand were used by Ply Gem Industries to fund Ply Gem Industries’ purchase of all the issued and outstanding shares of common stock of Simonton, to pay fees and expenses related to the offering of the Senior Tack-on Notes and the Simonton acquisition and for general corporate purposes, including the repayment of approximately $10.0 million of indebtedness under the ABL Facility. The additional $150.0 million of Senior Tack-on Notes have the same terms and covenants as the original $500.0 million of Senior Notes. The 6.50% Senior Notes originally issued in January 2014 and the Senior Tack-on Notes issued in September 2014 (collectively, the "6.50% Senior Notes") will mature on February 1, 2022 and bear interest at the rate of 6.50%.

In November 2014, the Company exercised a portion of the accordion feature under the ABL Facility for $50.0 million, or 50% of the eligible accordion, increasing the ABL Facility from $250.0 million to $300.0 million to primarily account for the additional borrowing base acquired from Simonton.

6.50% Senior Notes due 2022

On January 30, 2014, Ply Gem Industries issued $500.0 million aggregate principal amount of 6.50% Senior Notes due 2022 at par. On September 19, 2014, Ply Gem Industries issued an additional $150.0 million aggregate principal amount of 6.50% Senior Notes (the "Senior Tack-on Notes") at an issue price of 93.25%. Interest accrues at 6.50% per annum and is paid semi-annually on February 1 and August 1 of each year. The 6.50% Senior Notes will mature on February 1, 2022.

Prior to February 1, 2017, Ply Gem Industries may redeem up to 40% of aggregate principal amount of the 6.50% Senior Notes with the net cash proceeds from certain equity offerings at a redemption price equal to 106.50% of the aggregate principal amount of the 6.50% Senior Notes to be redeemed, plus accrued and unpaid interest, if any, provided that at least 50% of the aggregate principal amount of the 6.50% Senior Notes remains outstanding after the redemption. Prior to February 1, 2017, Ply Gem Industries may redeem the 6.50% Senior Notes, in whole or in part, at a redemption price equal to 100% of the principal amount plus a “make-whole” premium plus accrued and unpaid interest, if any. At any time on or after February 1, 2017, Ply Gem Industries may redeem the 6.50% Senior Notes, in whole or in part, at declining redemption prices set forth in the indenture governing the 6.50% Senior Notes plus, in each case, accrued and unpaid interest, if any, to the redemption date. The effective interest rate for the 6.50% Senior Notes is 8.39% after considering each of the different interest expense components of this instrument, including the coupon payment and the deferred debt issuance costs.


82

The 6.50% Senior Notes are fully and unconditionally and jointly and severally guaranteed on a senior unsecured basis by Ply Gem Holdings and all of the wholly-owned domestic subsidiaries of Ply Gem Industries (the “Guarantors”).  The indenture governing the 6.50% Senior Notes contains certain covenants that limit the ability of Ply Gem Industries and its restricted subsidiaries to incur additional indebtedness, pay dividends or make other distributions or repurchase or redeem their stock, make loans and investments, sell assets, incur certain liens, enter into agreements restricting their ability to pay dividends, enter into transactions with affiliates, and consolidate, merge or sell assets.  In particular, Ply Gem Industries and its restricted subsidiaries may not incur additional debt (other than permitted debt (as defined in the indenture) in limited circumstances) unless, after giving effect to such incurrence, the consolidated interest coverage ratio of Ply Gem Industries would be at least 2.00 to 1.00.  In the absence of satisfying the consolidated interest coverage ratio test, Ply Gem Industries and its restricted subsidiaries may only incur additional debt under certain circumstances, including, but not limited to, debt under credit facilities (as defined in the indenture) (x) in an amount not to exceed the greater of (a) $350.0 million and (b) the borrowing base (as defined in the indenture) and (y) in an amount not to exceed the greater of (A) $575.0 million and (B) the aggregate amount of indebtedness (as defined in the indenture) that that would cause the consolidated secured debt ratio (as defined in the indenture) to be equal to 4.00 to 1.00; purchase money indebtedness in an aggregate amount not to exceed the greater of (x) $35.0 million and (y) 10% of consolidated net tangible assets (as defined in the indenture) at any one time outstanding; debt of foreign subsidiaries in an aggregate amount not to exceed the greater of (x) $60.0 million and (y) 15% of consolidated net tangible assets (as defined in the indenture) at any one time outstanding; debt pursuant to a general basket in an aggregate amount at any one time outstanding not to exceed the greater of (x) $75.0 million and (y) 20% of consolidated net tangible assets; and the refinancing of debt under certain circumstances.

On September 5, 2014, Ply Gem Industries completed an exchange offer with respect to the 6.50% Senior Notes issued in January 2014 to exchange $500.0 million 6.50% Senior Notes registered under the Securities Act for $500.0 million of the issued and outstanding 6.50% Senior Notes. Upon completion of the exchange offer, all $500.0 million of issued and outstanding 6.50% Senior Notes were registered under the Securities Act.  On January 23, 2015, Ply Gem Industries completed an exchange offer with respect to the Senior Tack-on Notes issued in September 2014 to exchange $150.0 million Senior Tack-on Notes registered under the Securities Act for $150.0 million of the issued and outstanding Senior Tack-on Notes. Upon completion of the exchange offer, all $150.0 million of issued and outstanding Senior Tack-on Notes were registered under the Securities Act. 

Term Loan Facility due 2021

On January 30, 2014, Ply Gem Industries entered into a credit agreement governing the terms of its $430.0 million Term Loan Facility. Ply Gem Industries originally borrowed $430.0 million under the Term Loan Facility on January 30, 2014, with an original discount of approximately $2.2 million, yielding proceeds of approximately $427.9 million. The Term Loan Facility will mature on January 30, 2021. The Term Loan Facility requires scheduled quarterly payments in an aggregate annual amount equal to 1.00% of the original aggregate principal amount of the Term Loan Facility with the balance due at maturity. Interest on outstanding borrowings under the Term Loan Facility is paid quarterly.
  
Borrowings under the Term Loan Facility bear interest at a rate equal to, at Ply Gem Industries’ option, either (a) a base rate determined by reference to the highest of (i) the prime rate of the administrative agent under the credit agreement, (ii) the federal funds rate plus 0.50% and (iii) the adjusted LIBO rate for a one-month interest period plus 1.00% or (b) a LIBO rate determined by reference to the cost of funds for eurocurrency deposits in dollars for the interest period relevant to such borrowing, adjusted for certain additional costs, subject to a 1.00% floor, plus, in each case, an applicable margin of 3.00% for any eurocurrency loan and 2.00% for any alternate base rate loan. As of December 31, 2015, the Company's interest rate on the Term Loan Facility was 4.00%. The effective interest rate for the Term Loan is 7.00% after considering each of the different interest expense components of this instrument, including the coupon payment, the deferred debt issuance costs and the original issue discount.

The Term Loan Facility allows Ply Gem Industries to request one or more incremental term loan facilities in an aggregate amount not to exceed the greater of (x) $140.0 million and (y) an amount such that Ply Gem Industries’ consolidated senior secured debt ratio (as defined in the credit agreement), on a pro forma basis, does not exceed 3.75 to 1.00, in each case, subject to certain conditions and receipt of commitments by existing or additional financial institutions or institutional lenders.


83

The Term Loan Facility requires Ply Gem Industries to prepay outstanding term loans, subject to certain exceptions, with: (i) 50% (which percentage will be reduced to 25% if our consolidated senior secured debt ratio is equal or less than 2.50 to 1.00 but greater than 2.00 to 1.00 and to 0% if our consolidated senior secured debt ratio is equal to or less than 2.00 to 1.00) of our annual excess cash flow (as defined in the credit agreement), to the extent such excess cash flow exceeds $15.0 million, commencing with the fiscal year ended December 31, 2015; (ii) 100% of the net cash proceeds of certain non-ordinary course asset sales or certain insurance and condemnation proceeds, in each case subject to certain exceptions and reinvestment rights; and (iii) 100% of the net cash proceeds of certain issuances of debt, other than proceeds from debt permitted under the Term Loan Facility. Ply Gem Industries may voluntarily repay outstanding loans under the Term Loan Facility at any time without premium or penalty, other than customary “breakage” costs with respect to LIBOR loans. As of and for the year ended December 31, 2015, the Company's consolidated senior secured debt ratio was 1.97 and as a result no excess cash flow payment under the Term Loan Facility was required. However, the Company elected on March 10, 2016 to voluntarily prepay $30.0 million on the Term Loan Facility to reduce its outstanding indebtedness.
   
The Term Loan Facility is secured on a first-priority lien basis by the stock of Ply Gem Industries and by substantially all of the assets (other than the assets securing the obligations under the ABL Facility, which primarily consist of accounts receivable, inventory, cash, deposit accounts, securities accounts, chattel paper, contract rights, instruments, documents related thereto and proceeds of the foregoing) of Ply Gem Industries and the Guarantors that are subsidiaries of Ply Gem Industries and on a second-priority lien basis by the assets that secure the ABL Facility.

The Term Loan Facility includes negative covenants, subject to certain exceptions, that are substantially the same as the negative covenants in the 6.50% Senior Notes but does not contain any restrictive financial covenants. The Term Loan Facility also restricts the ability of Ply Gem Industries’ subsidiaries to enter into agreements restricting their ability to grant liens to secure the Term Loan Facility and contains a restriction on changes in fiscal year.

8.25% Senior Secured Notes due 2018

On February 11, 2011, Ply Gem Industries issued $800.0 million of 8.25% Senior Secured Notes at par.  Ply Gem Industries used the proceeds to purchase approximately $724.6 million principal amount of its outstanding 11.75% Senior Secured Notes in a tender offer, to redeem the remaining approximate $0.4 million principal amount of outstanding 11.75% Senior Secured Notes, and to pay related fees and expenses.  A portion of the early tender premiums and the original unamortized discount on the 11.75% Senior Secured Notes was recorded as a discount on the $800.0 million of 8.25% Senior Secured Notes given that the 2011 transaction was predominately accounted for as a loan modification.  On February 15, 2012, Ply Gem Industries issued an additional $40.0 million principal amount of its 8.25% Senior Secured Notes. The 8.25% Senior Secured Notes would have matured on February 15, 2018 and bore interest at the rate of 8.25% per annum.   Interest was paid semi-annually on February 15 and August 15 of each year. The 8.25% Senior Secured Notes were fully and unconditionally and jointly and severally guaranteed on a senior secured basis by the Guarantors. The 8.25% Senior Secured Notes and the related guarantees were secured on a first-priority lien basis by substantially all of the assets (other than the assets securing our obligations under the ABL Facility, which consist of accounts receivable, inventory, cash, deposit accounts, securities accounts, chattel paper and proceeds of the foregoing and certain assets such as contract rights, instruments and documents related thereto) of Ply Gem Industries and the Guarantors and on a second-priority lien basis by the assets that secure the ABL Facility.

On January 30, 2014, Ply Gem Industries purchased approximately $705.9 million of its outstanding 8.25% Senior Secured Notes in a tender offer at a price of $1,067.50 per $1,000 principal amount, which included an early tender payment of $30.00 per $1,000 principal amount, plus accrued and unpaid interest. On January 30, 2014, Ply Gem Industries irrevocably deposited with the trustee for the 8.25% Senior Secured Notes an amount sufficient to satisfy and discharge its obligations under the 8.25% Senior Secured Notes and the indenture. On March 1, 2014, Ply Gem Industries redeemed the remaining outstanding principal amount of the 8.25% Senior Secured Notes at a redemption price equal to 106.188% of the principal amount thereof, plus accrued and unpaid interest to the redemption date. Following the redemption, there were no longer any 8.25% Senior Secured Notes outstanding.


84

Senior Secured Asset Based Revolving Credit Facility due 2020

On November 5, 2015, Ply Gem Holdings, Inc., Ply Gem Industries, Inc., Gienow Canada Inc., and Mitten Inc. (together with Gienow, the “Canadian Borrowers”) entered into a second amended and restated credit agreement governing the ABL Facility. Among other things, the second amendment and restatement of the credit agreement governing the ABL Facility: (i) increased the overall facility to $350.0 million from $300.0 million, (ii) established an accordion feature of $50.0 million, (iii) reduced the applicable margin for borrowings under the ABL Facility to a range from 1.25% to 2.00% for Eurodollar rate loans, depending on availability, and (iv) extended the maturity until November 5, 2020. Under the ABL Facility, $300.0 million is available to Ply Gem Industries and $50.0 million is available to the Canadian Borrowers. The following summary describes the ABL Facility after giving effect to the amendment and restatement. As a result of the ABL Facility amendment in which the loan syndication consisted of previous members who either maintained or increased their position as well as new syndication members, the Company capitalized new debt issuance costs of $1.5 million and will amortize these costs through 2020.

Borrowings under the ABL Facility bear interest at a rate per annum equal to, at Ply Gem Industries’ option, either (a) a base rate determined by reference to the higher of (1) the corporate base rate of the administrative agent under the ABL Facility and (2) the federal funds rate plus 0.5% or (b) a Eurodollar rate determined by reference to the costs of funds for U.S. dollar deposits for the interest period relevant to such borrowing adjusted for certain additional costs, in each case plus an applicable margin.  The initial applicable margin for borrowings under the ABL Facility was 0.50% for base rate loans and 1.50% for Eurodollar rate loans.  The applicable margin for borrowings under the ABL Facility is subject to step ups and step downs based on average excess availability under the ABL Facility.  Swingline loans bear interest at a rate per annum equal to the base rate plus the applicable margin.

In addition to paying interest on outstanding principal under the ABL Facility, Ply Gem Industries is required to pay a commitment fee in respect of the unutilized commitments thereunder, which fee will be determined based on utilization of the ABL Facility (increasing when utilization is low and decreasing when utilization is high) multiplied by a commitment fee rate determined by reference to average excess availability under the ABL Facility. The commitment fee rate during any fiscal quarter is 0.375% when average excess availability is greater than $100.0 million for the preceding fiscal quarter and 0.25% when average availability is less than or equal to $100.0 million for the preceding fiscal quarter.  Ply Gem Industries must also pay customary letter of credit fees equal to the applicable margin on Eurodollar loans and agency fees.   As of December 31, 2015, the Company’s interest rate on the ABL Facility was approximately 1.75%.  The ABL Facility requires that if (a) excess availability is less than the greater of (x) 10.0% of the lower of the borrowing base and the aggregate commitments and (y) $25.0 million or (b) any event of default has occurred and is continuing, Ply Gem Industries must comply with a minimum fixed charge coverage ratio test of 1.0 to 1.0.  If the excess availability under the ABL Facility is less than the greater of (a) 12.5% of the lesser of the borrowing base and the aggregate commitments and (b) $30.0 million ($27.5 million for the months of January, February, March and April) for a period of 5 consecutive days or an event of default has occurred and is continuing, all cash from Ply Gem Industries material deposit accounts (including all concentration accounts) will be swept daily into a collection account controlled by the administrative agent under the ABL Facility and used to repay outstanding loans and cash collateralize letters of credit.

All obligations under the ABL Facility are unconditionally guaranteed by Ply Gem Holdings and substantially all of Ply Gem Industries’ existing and future, direct and indirect, wholly owned domestic subsidiaries.  All obligations under the ABL Facility, and the guarantees of those obligations, are secured, subject to certain exceptions, by substantially all of the assets of Ply Gem Industries and the guarantors, including a first-priority security interest in personal property consisting of accounts receivable, inventory, cash, deposit accounts, and certain related assets and proceeds of the foregoing and a second-priority security interest in, and mortgages on, substantially all of Ply Gem Industries’ and the Guarantors’ material owned real property and equipment and all assets that secure the Term Loan Facility on a first-priority basis.  In addition to being secured by the collateral securing the obligations of Ply Gem Industries under the domestic collateral package, the obligations of the Canadian Borrowers, which are borrowers under the Canadian sub-facility under the ABL Facility, are also secured by a first-priority security interest in substantially all of the assets of such Canadian subsidiaries, plus additional mortgages in Canada, and a pledge by Ply Gem Industries of the remaining 35% of the equity interests of the Canadian Borrowers pledged only to secure the Canadian sub-facility.

The ABL Facility contains certain covenants that limit Ply Gem Industries’ ability and the ability of Ply Gem Industries’ subsidiaries to incur additional indebtedness, pay dividends or make other distributions or repurchase or redeem their stock, make loans and investments, sell assets, incur certain liens, enter into transactions with affiliates, and consolidate, merge or sell assets. 


85

As of December 31, 2015, Ply Gem Industries had approximately $343.2 million of contractual availability and approximately $204.9 million of borrowing base availability under the ABL Facility, reflecting $0.0 million of borrowings outstanding and approximately $6.8 million of letters of credit and priority payables reserves.

9.375% Senior Notes due 2017

On September 27, 2012, Ply Gem Industries issued $160.0 million of 9.375% Senior Notes at par. Ply Gem Industries used the proceeds of the offering, together with cash on hand, to satisfy and discharge its obligations under the 13.125% Senior Subordinated Notes and the indenture governing the 13.125% Senior Subordinated Notes. The 9.375% Senior Notes would have matured on April 15, 2017 and bore interest at the rate of 9.375% per annum. Interest was paid semi-annually on April 15 and October 15 of each year. The 9.375% Senior Notes were unsecured and fully and unconditionally and jointly and severally guaranteed on a senior unsecured basis by the Guarantors.

On January 30, 2014, Ply Gem Industries purchased approximately $94.7 million of the outstanding 9.375% Senior Notes at a tender price of $1,108.36 per $1,000 principal amount, which included an early tender payment of $30.00 per $1,000 principal amount, plus accrued and unpaid interest. On January 30, 2014, Ply Gem Industries irrevocably deposited with the trustee for the 9.375% Senior Notes an amount sufficient to satisfy and discharge its obligations under the 9.375% Senior Notes and the indenture. On February 16, 2014, Ply Gem Industries redeemed the remaining outstanding principal amount of the 9.375% Senior Notes at a redemption price equal to 100% of the principal amount plus the “make-whole” premium required under the indenture (which equated to 110.179% of the principal amount thereof), plus accrued and unpaid interest. Following the redemption, there were no longer any 9.375% Senior Notes outstanding.

Loss on debt modification or extinguishment

As a result of the January 2014 issuance of the 6.50% Senior Notes and the entry into the Term Loan Facility and the tender, redemption, and repurchase of the 8.25% Senior Secured Notes and the 9.375% Senior Notes (the "January 2014 Refinancing") during the year ended December 31, 2014, the Company performed an analysis to determine the proper accounting treatment for the January 2014 Refinancing. Specifically, the Company evaluated each creditor with ownership in both the 6.50% Senior Notes and/or Term Loan Facility debt instruments and the old 8.25% Senior Secured Notes and/or 9.375% Senior Notes to determine whether the transaction should be accounted for as a modification or an extinguishment of debt as it relates to each individual creditor. The Company had approximately $34.4 million of unamortized debt discount and $14.9 million of unamortized debt issuance costs associated with the 8.25% Senior Secured Notes and 9.375% Senior Notes, of which approximately $4.8 million and $2.1 million, respectively, were expensed as a loss on extinguishment of debt in the consolidated statement of operations for the year ended December 31, 2014 as a result of the January 2014 Refinancing.

The Company also incurred an early tender premium of approximately $61.1 million in conjunction with this transaction, of which approximately $52.6 million was recorded as a discount on the 6.50% Senior Notes and the Term Loan Facility and approximately $8.5 million was expensed as a loss on extinguishment of debt in the consolidated statement of operations for the year ended December 31, 2014. The Company also expensed approximately $0.3 million for the third party fees for the 8.25% Senior Secured Notes and 9.375% Senior Notes as a result of the January 2014 Refinancing for the year ended December 31, 2014. The Company also incurred approximately $14.7 million of costs associated with the 6.50% Senior Notes and Term Loan Facility, of which approximately $9.2 million was recorded as debt issuance costs and approximately $5.5 million was expensed as a loss on modification of debt in the consolidated statement of operations for the year ended December 31, 2014. Additionally, the Company incurred an original issue discount of approximately $2.2 million for the Term Loan Facility, of which approximately $1.9 million was recorded as a discount and approximately $0.3 million was expensed as a loss on extinguishment of debt in the consolidated statement of operations for the year ended December 31, 2014.

As a result of the June 28, 2013 redemption of approximately $84.0 million aggregate principal amount of the 8.25% Senior Secured Notes, the Company recorded a loss on debt extinguishment of approximately $8.1 million in the consolidated statement of operations for the year ended December 31, 2013.

As a result of the June 22, 2013 redemption of approximately $64.0 million aggregate principal amount of the 9.375% Senior Notes, the Company recorded a loss on debt extinguishment of approximately $10.8 million in the consolidated statement of operations for the year ended December 31, 2013.


86

Based on these financing transactions, the Company recognized a loss on debt modification or extinguishment of approximately $0.0 million, $21.4 million and $18.9 million for the years ended December 31, 2015, 2014, and 2013, respectively, as summarized in the table below.

(Amounts in thousands)
 
For the year ended
 
 
December 31, 2015
 
December 31, 2014
 
December 31, 2013
Loss on extinguishment of debt:
 
 
 
 
 
 
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
)
 
 
 
 
 
 
 
Loss on modification of debt:
 
 

 
 

 
 
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
)
 
—

 
 
 
 
 
 
 
Total loss on modification or extinguishment of debt
 
$
—

 
$
(21,364
)
 
$
(18,948
)

Debt maturities

The following table summarizes the Company’s long-term debt maturities due in each fiscal year after December 31, 2015:
 
 
 
As of
(Amounts in thousands)
 
December 31, 2015
2016
 
$
4,300

2017
 
4,300

2018
 
4,300

2019
 
4,300

2020
 
4,300

Thereafter
 
1,050,975

 
 
$
1,072,475


In addition to the $4.3 million due in 2016, the Company will not be required to make an excess cash flow payment under the Term Loan Facility in 2016 based on the Company's operating performance and capital expenditures in 2015. However, the Company may be required to make an excess cash flow payment under the Term Loan Facility in future years based on the Company's future operating performance and capital expenditures which the Company cannot estimate with reasonable certainty at December 31, 2015.

87



6.   DEFINED BENEFIT PLANS

The Company has two pension plans, the Ply Gem Group Pension Plan (the “Ply Gem Plan”) and the MW Manufacturers, Inc. Retirement Plan (the “MW Plan”).  The plans are combined in the following discussion.

The table that follows provides a reconciliation of benefit obligations, plan assets, and funded status of the combined plans in the accompanying consolidated balance sheets at December 31, 2015 and 2014:
 
 
December 31,
 
December 31,
(Amounts in thousands)
 
2015
 
2014
Change in projected benefit obligation
 
 
 
 
Benefit obligation at beginning of year
 
$
48,263

 
$
41,182

Service cost
 
—

 
—

Interest cost
 
1,996

 
1,914

Actuarial (gain) loss
 
(618
)
 
7,357

Benefits and expenses paid
 
(1,989
)
 
(2,190
)
Projected benefit obligation at end of year
 
$
47,652

 
$
48,263

 
 
 
 
 
Change in plan assets
 
 

 
 

Fair value of plan assets at beginning of year
 
$
33,183

 
$
32,301

Actual return on plan assets
 
(975
)
 
813

Employer and participant contributions
 
1,753

 
2,259

Benefits and expenses paid
 
(1,989
)
 
(2,190
)
Fair value of plan assets at end of year
 
$
31,972

 
$
33,183

 
 
 
 
 
Funded status and financial position:
 
 

 
 

Fair value of plan assets
 
$
31,972

 
$
33,183

Benefit obligation at end of year
 
47,652

 
48,263

Funded status
 
$
(15,680
)
 
$
(15,080
)
 
 
 
 
 
Amount recognized in the balance sheet consists of:
 
 

 
 

Current liability
 
$
(647
)
 
$
(1,753
)
Noncurrent liability
 
(15,033
)
 
(13,327
)
Liability recognized in the balance sheet
 
$
(15,680
)
 
$
(15,080
)

The accumulated benefit obligation for the combined plans was approximately $47.7 million and $48.3 million as of December 31, 2015 and 2014, respectively.

Accumulated Other Comprehensive Loss

Amounts recognized in accumulated other comprehensive loss at December 31, 2015 and 2014 consisted of the following:
(Amounts in thousands)
 
December 31,
 
December 31,
 
 
2015
 
2014
Initial net asset (obligation)
 
$
—

 
$
—

Prior service credit (cost)
 
—

 
—

Net loss
 
19,271

 
17,757

Accumulated other comprehensive loss
 
$
19,271

 
$
17,757

 
These amounts do not include any amounts recognized in accumulated other comprehensive loss related to the nonqualified Supplemental Executive Retirement Plan.

88


Actuarial Assumptions

Plan assets consist of cash and cash equivalents, fixed income mutual funds, equity mutual funds, as well as other investments.  The discount rate for the projected benefit obligation was chosen based upon rates of returns available for high-quality fixed-income securities as of the plan's measurement date.  The Company reviewed several bond indices, comparative data, and the plan's anticipated cash flows to determine a single discount rate which would approximate the rate in which the obligation could be effectively settled.  The expected long-term rate of return on assets is based on the Company’s historical rate of return. The weighted average rate assumptions used in determining pension costs and the projected benefit obligation for the periods indicated are as follows:
 
 
For the year ended December 31,
 
 
2015
 
2014
 
2013
Discount rate for projected benefit obligation
 
4.18
%
 
3.80
%
 
4.75
%
Discount rate for pension costs
 
4.25
%
 
4.75
%
 
4.00
%
Expected long-term average return on plan assets
 
7.00
%
 
7.00
%
 
7.00
%


Net Periodic Benefit Costs

The Company’s net periodic benefit expense for the combined plans for the periods indicated consists of the following components:
 
(Amounts in thousands)
 
For the year ended December 31,
 
 
2015
 
2014
 
2013
Service cost
 
$
—

 
$
—

 
$
103

Interest cost
 
1,996

 
1,914

 
1,771

Expected return on plan assets
 
(2,309
)
 
(2,269
)
 
(2,053
)
Amortization of loss
 
1,192

 
491

 
955

Net periodic benefit expense
 
$
879

 
$
136

 
$
776



Pension Assets

The weighted-average asset allocations at December 31, 2015 by asset category are as follows: 
 
 
Target
Allocation
 
Actual allocation as of December 31, 2015
 
Weighted Average
Expected Long-Term
Rate of Return (1)
Asset Category
 
 
 
 
 
 
U.S. Large Cap Funds
 
25.0
%
 
21.5
%
 
2.0
%
U.S. Mid Cap Funds
 
5.0
%
 
8.1
%
 
0.5
%
U.S. Small Cap Funds
 
3.0
%
 
2.9
%
 
0.3
%
International Equity
 
15.0
%
 
14.7
%
 
1.3
%
Fixed income
 
45.0
%
 
44.9
%
 
2.3
%
Other investments
 
7.0
%
 
7.9
%
 
0.6
%
 
 
100.0
%
 
100.0
%
 
7.0
%
(1) The weighted average expected long-term rate of return by asset category is based on the Company’s target allocation and historical results.


89

The weighted-average asset allocations at December 31, 2014 by asset category are as follows: 
 
 
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
%
(1) The weighted average expected long-term rate of return by asset category is based on the Company’s target allocation and historical results.
    
The Company has established formal investment policies for the assets associated with the Company’s pension plans. Policy objectives include maximizing long-term return at acceptable risk levels, diversifying among asset classes, if appropriate, and among investment managers, as well as establishing relevant risk parameters within each asset class. Investment policies reflect the unique circumstances of the respective plans and include requirements designed to mitigate risk including quality and diversification standards. Asset allocation targets are based on periodic asset reviews and/or risk budgeting study results which help determine the appropriate investment strategies for acceptable risk levels. The investment policies permit variances from the targets within certain parameters.

Factors such as asset class allocations, long-term rates of return (actual and expected), and results of periodic asset liability modeling studies are considered when constructing the long-term rate of return assumption for the Company’s pension plans. While historical rates of return play an important role in the analysis, the Company also considers data points from other external sources if there is a reasonable justification to do so.

The plan assets are invested to maximize returns without undue exposure to risk.  Risk is controlled by maintaining a portfolio of assets that is diversified across a variety of asset classes, investment styles and investment managers.  The plan’s asset allocation policies are consistent with the established investment objectives and risk tolerances.  The asset allocation policies are developed by examining the historical relationships of risk and return among asset classes, and are designed to provide the highest probability of meeting or exceeding the return objectives at the lowest possible risk.  The weighted average expected long-term rate of return by asset category is based on the Company’s target allocation.

The following table summarizes the Company’s plan assets measured at fair value on a recurring basis (at least annually) as of December 31, 2015 and 2014:

(Amounts in thousands)
 
Fair value as of
 
Quoted Prices in Active
 
Significant Other
 
Significant
 
 
December 31,
 
Markets for Identical
 
Observable Inputs
 
Unobservable Inputs
 
 
2015
 
Assets (Level 1)
 
(Level 2)
 
(Level 3)
Equity Securities (1)
 
 
 
 
 
 
 
 
U.S. Large Cap Funds
 
$
6,877

 
$
6,877

 
$
—

 
$
—

U.S. Mid Cap Funds
 
2,604

 
1,357

 
1,247

 
—

U.S. Small Cap Funds
 
938

 
467

 
471

 
—

International Funds
 
4,702

 
4,702

 
—

 
—

Fixed Income
 
 

 
 

 
 

 
 

Domestic Bond Funds (2)
 
14,340

 
—

 
14,340

 
—

Other Investments
 
 

 
 

 
 

 
 

Commodity Funds (3)
 
1,541

 
—

 
1,541

 
—

Cash & Cash Equivalents
 
970

 
—

 
970

 
—

 
 
$
31,972

 
$
13,403

 
$
18,569

 
$
—


90

 

(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

 
$
—

 
(1) Equity securities are comprised of mutual funds valued at net asset value per share multiplied by number of shares at measurement date.
(2) Domestic bonds are comprised of mutual funds valued at net asset value per share multiplied by number of shares at measurement date.
(3) Commodity funds are comprised of two mutual funds which represent small market energy funds.
 
The Ply Gem Plan was frozen during 1998, and no further increases in benefits may occur as a result of increases in service years or compensation and no new participants can be added to the Plan.

The MW Plan was frozen for salaried participants during 2004, and no further increases in benefits for salaried participants may occur as a result of increases in service years or compensation.  The MW Plan was frozen for non-salaried participants during 2005.  No additional non-salaried participants may enter the plan, but increases in benefits as a result of increases in service years or compensation will still occur.

Benefit Plan Contributions

The Company made cash contributions to the combined plans of approximately $1.8 million and $2.3 million for the years ended December 31, 2015 and 2014, respectively.  During fiscal year 2016, the Company expects to make cash contributions to the combined plans of approximately $0.6 million.

Benefit Plan Payments

The following table shows expected benefit payments for the next five fiscal years and the aggregate five years thereafter from the combined plans. These benefit payments consist of qualified defined benefit plan payments that are made from the respective plan trusts and do not represent an immediate cash outflow to the Company.
Fiscal Year
 
Expected Benefit Payments
(Amounts in thousands)
 

 
 
 
2016
 
$
2,198

2017
 
2,281

2018
 
2,408

2019
 
2,489

2020
 
2,609

2021-2025
 
14,063


91


Other Retirement Plans

The Company also has an unfunded nonqualified Supplemental Executive Retirement Plan for certain employees.  The projected benefit obligation relating to this unfunded plan totaled approximately $323,000 and $363,000 at December 31, 2015 and 2014, respectively.  The Company has recorded this obligation in other long term liabilities in the consolidated balance sheets as of December 31, 2015 and 2014.  Pension expense for the plan was approximately $15,500, $15,000 and $13,000 for the years ended December 31, 2015, 2014, and 2013, respectively.

7.   DEFINED CONTRIBUTION PLANS
 
The Company has a defined contribution 401(k) plan covering all eligible employees.  The Company matches 50% of the first 6% of employee contributions for most members, with the exception of matching 25% of the first 6% of employee contributions for certain union members per a negotiated contract.  The Company also has the option of making discretionary contributions.  The Company contributed approximately $3.6 million, $2.2 million, and $2.1 million for the years ended December 31, 2015, December 31, 2014 and December 31, 2013, respectively, which has been expensed within selling, general, and administrative expenses in the accompanying consolidated statement of operations.

8.   COMMITMENTS AND CONTINGENCIES

Operating leases

At December 31, 2015, the Company was obligated under lease agreements for the rental of certain real estate and machinery and equipment used in its operations.  Future minimum rental obligations for non-cancellable lease payments total approximately $126.8 million at December 31, 2015.  The lease obligations, partially offset by sublease income, are payable as follows: 
 
 
Lease
 
Sublease
(Amounts in thousands)
 
Commitments
 
Income
2016
 
$
27,094

 
$
430

2017
 
23,134

 
439

2018
 
16,766

 
448

2019
 
14,534

 
457

2020
 
12,206

 
466

Thereafter
 
33,112

 
1,959

 
Total rental expense for all operating leases was approximately $37.6 million, $34.6 million, and $32.1 million for the years ended December 31, 2015, 2014, and 2013, respectively.

Indemnifications

In connection with the Ply Gem acquisition, in which Ply Gem Industries was acquired from Nortek in February 2004, Nortek has agreed to indemnify the Company for certain liabilities as set forth in the stock purchase agreement governing the Ply Gem acquisition.  In the event Nortek is unable to satisfy amounts due under these indemnifications, the Company would be liable.  The Company believes that Nortek has the financial capacity to honor its indemnification obligations and therefore does not anticipate incurring any losses related to liabilities indemnified by Nortek under the stock purchase agreement.  A receivable related to this indemnification has been recorded in other long-term assets in the approximate amount of $1.8 million and $2.9 million at December 31, 2015 and 2014, respectively.  As of December 31, 2015 and 2014, the Company has recorded liabilities related to these indemnifications of approximately $0.5 million and $0.5 million, respectively, in current liabilities and $1.3 million and $2.4 million, respectively, in long-term liabilities, consisting of the following:
(Amounts in thousands)
 
December 31, 2015
 
December 31, 2014
Product claim liabilities
 
$
138

 
$
138

Multiemployer pension plan withdrawal liability
 
960

 
2,094

Other
 
664

 
644

 
 
$
1,762

 
$
2,876



92

The product claim liabilities of approximately $0.1 million at December 31, 2015 and 2014, recorded in long term liabilities, represent the estimated costs to resolve the outstanding matters related to a former subsidiary of the Company, which is a defendant in a number of lawsuits alleging damage caused by alleged defects in certain pressure treated wood products.  The Company had indemnified the buyer of the former subsidiary for all known liabilities and future claims relating to such matters and retained the rights to all potential reimbursements related to insurance coverage.  Many of the suits have been resolved by dismissal or settlement with amounts being paid out of insurance proceeds or other third party recoveries.  The Company and the former subsidiary continue to vigorously defend the remaining suits.  Certain defense and indemnity costs are being paid out of insurance proceeds and proceeds from a settlement with suppliers of material used in the production of the treated wood products.  The Company and the former subsidiary have engaged in coverage litigation with certain insurers and have settled coverage claims with several of the insurers.

The multiemployer pension plan withdrawal liability of approximately $1.0 million and $2.1 million recorded in long term liabilities at December 31, 2015 and 2014, respectively, relate to liabilities assumed by the Company in 1998 when its former subsidiary, Studley Products, Inc. (“Studley”) was sold.  In connection with the sale, Studley ceased making contributions to the Production Service and Sales District Council Pension Fund (the “Pension Fund”), and the Company assumed responsibility for all withdrawal liabilities to be assessed by the Pension Fund.  Accordingly, the Company is making quarterly payments of approximately $0.1 million to the Pension Fund through 2018 based upon the assessment of withdrawal liability received from the Pension Fund.  The multiemployer pension liability represents the present value of the quarterly payment stream as well as an estimate of additional amounts that may be assessed in the future by the Pension Fund under the contractual provisions of the Pension Fund.
    
Included in the indemnified items is approximately $0.5 million and $0.5 million for the year ended December 31, 2015 and 2014, respectively, of accrued expenses to cover the estimated costs of known litigation claims, including the estimated cost of legal services incurred, that the Company is contesting including certain employment and former shareholder litigation related to the Company.

Warranty claims

The Company sells a number of products and offers a number of warranties.  The specific terms and conditions of these warranties vary depending on the product sold.  The Company estimates the costs that may be incurred under their warranties and records a liability for such costs at the time of sale.  Factors that affect the Company’s warranty liabilities include the number of units sold, historical and anticipated rates of warranty claims, cost per claim and new product introduction.  The Company assesses the adequacy of the recorded warranty claims and adjusts the amounts as necessary.  As of December 31, 2015 and 2014, warranty liabilities of approximately $16.6 million and $18.3 million, respectively, have been recorded in current liabilities and approximately $59.9 million and $66.1 million, respectively, have been recorded in long term liabilities. The increase in the warranty liabilities during 2014 relates to the Simonton acquisition which was completed in September 2014.

Changes in the Company’s short-term and long-term warranty liabilities are as follows:
 
 
For the year ended December 31,
(Amounts in thousands)
 
2015
 
2014
 
2013
Balance, beginning of period
 
$
84,423

 
$
42,466

 
$
37,870

Acquisitions-Canyon Stone (2015)/Simonton (2014)/Gienow and Mitten (2013)
 
100

 
48,235

 
7,175

Warranty expense during period
 
21,264

 
15,177

 
12,416

Adjustments
 
(7,761
)
 
(3,021
)
 
—

Settlements made during period
 
(21,464
)
 
(18,434
)
 
(14,995
)
Balance, end of period
 
$
76,562

 
$
84,423

 
$
42,466



93

Environmental

The Company is subject to United States and Canadian federal, state, provincial and local laws and regulations relating to pollution and the protection of the environment, including those governing emissions to air, discharges to water, use, storage and transport of hazardous materials, storage, treatment and disposal of waste, remediation of contaminated sites, and protection of worker health and safety. From time to time, the Company's facilities are subject to investigation by governmental regulators. In addition, the Company has been identified as one of many potentially responsible parties for contamination present at certain offsite locations to which it or its predecessors are alleged to have sent hazardous materials for recycling or disposal. The Company may be held liable, or incur fines or penalties, in connection with such requirements or liabilities for, among other things, releases of hazardous substances occurring on or emanating from current or formerly owned or operated properties or any associated offsite disposal location, or for known or newly-discovered contamination at any of the Company's properties from activities conducted by us or previous occupants. The amount of any liability, fine or penalty may be material, and certain environmental laws impose strict, and under certain circumstances joint and several, liability for the cost of addressing releases of hazardous substances upon certain classes of persons, including site owners or operators and persons that disposed or arranged for the disposal of hazardous substances at contaminated sites.

MW Manufacturers Inc. (“MW”), a subsidiary of MWM Holding, Inc. ("MWM Holding"), entered into an Administrative Order on Consent (the “Consent Order”), effective September 12, 2011, with the United States Environmental Protection Agency (“EPA”), Region III, under Section 3008(h) of the Resource Conservation and Recovery Act ("RCRA"), with respect to its Rocky Mount, Virginia property.  During 2011, as part of the Consent Order, MW provided the EPA, among other things, a RCRA Facility Investigation Workplan (the "Workplan") as well as a preliminary cost estimate of approximately $1.8 million for the predicted assessment, remediation and monitoring activities to be conducted pursuant to the Consent Order over the remediation period, which is currently estimated through 2023. During 2012, the EPA approved the Workplan, and MW is currently implementing the Workplan. The Company has recorded approximately $0.3 million of this environmental liability within current liabilities and approximately $1.2 million within other long-term liabilities in the Company’s consolidated balance sheets at December 31, 2015 and 2014.  The Company will adjust this environmental remediation liability in future periods, if necessary, as further information develops or circumstances change.

Certain liabilities with respect to this contamination relate to the previous closure of an underground storage tank and were assumed by U.S. Industries, Inc., pursuant to its indemnity obligation under the stock purchase agreement dated August 11, 1995, whereby U.S. Industries, Inc. sold the stock of MW to FPI Acquisition Corp. (“Fenway Partners”). As the successor-in-interest of Fenway Partners, the Company is similarly indemnified by U.S. Industries, Inc.  Notwithstanding this indemnity, however, under applicable Federal and State laws, MW, and Ply Gem as its parent, could be held liable for all or part of the costs associated with the matter under certain circumstances. Moreover, the Company’s ability to seek indemnification from U.S. Industries, Inc. is limited by the terms and limits of the indemnity as well as the strength of U.S. Industries, Inc.’s financial condition, which could change in the future.  As of December 31, 2015, no recovery has been recognized in the Company’s consolidated balance sheet, but the Company will actively pursue the validity of this indemnity in future periods and will recognize future recoveries in the period in which they become probable.

The State of Nebraska is investigating certain groundwater contamination in northern York, Nebraska, comprised primarily of volatile organic compounds (VOC) (predominantly trichloroethene (TCE)). In December 2013, the EPA announced its proposal to add this groundwater contamination site to the Superfund National Priorities List (NPL) after it was referred to the EPA by the State of Nebraska. Sampling was conducted at the Kroy Building Products, Inc. (“Kroy”) facility in York, Nebraska during the first quarter of 2010. In February 2015, the EPA sent a request for information pursuant to Section 104 of the Comprehensive Environmental Response, Compensation, and Liability Act (CERCLA), and Kroy has responded to this request for information. Given the preliminary stage of this matter, the Company has not recorded a liability for this matter in its consolidated balance sheet as of December 31, 2015. Alcan Aluminum Corporation (“Alcan”) has assumed the obligation to indemnify the Company with respect to certain liabilities for environmental contamination of the Kroy facility occurring prior to 1994. Notwithstanding this indemnity, however, under applicable Federal and State laws, Kroy, and Ply Gem as its parent, could be held liable for all or part of the costs associated with the matter under certain circumstances. Moreover, the ability of Kroy and Ply Gem to seek indemnification may be limited by the terms and limits of the indemnity as well as the strength of Alcan’s financial condition, which could change in the future.


94

The Company is currently involved in environmental proceedings involving Gienow Canada Inc. (f/k/a Ply Gem Canada, Inc.) and Alberta Environment (arising from subsurface contamination discovered at our Calgary, Alberta property), for which the Company has a $0.1 million liability included in its consolidated balance sheet, and the Company may in the future be subject to environmental proceedings involving Thermal-Gard, Inc. (arising from groundwater contamination in Punxsutawney, Pennsylvania), Mastic Home Exteriors, Inc. (“MHE”) (relating to a closed landfill site in Sidney, Ohio as well as participating as a potentially responsible party in nine contaminated sites in Indiana, Ohio and South Carolina), and Simonton (relating to closed lagoons and certain contamination in Paris, Illinois as well as certain contamination associated with certain 7-Eleven convenience food stores). Under the stock purchase agreement governing the MHE acquisition, Alcoa Securities Corporation and Alcoa, Inc. are to indemnify the Company for certain environmental liabilities in excess of $2.5 million, including liabilities relating to the landfill site in Sidney, Ohio and the nine contaminated sites in Indiana, Ohio and South Carolina. Under the stock purchase agreement governing the Simonton acquisition, Fortune Brands Windows & Doors, Inc., is to indemnify the Company for any environmental claims associated with the 7-Eleven convenience food stores. The Company's ability to seek indemnification or enforce these and other obligations is, however, limited by the strength of the financial condition of the indemnitor or responsible party, which could change in the future, as well as the terms and limits of any such indemnities or obligations.

Based on current information, the Company is not aware of any compliance obligations, claims, releases or investigations that will have a material adverse effect on our results of operations, cash flows or financial position except as otherwise disclosed in the Company's consolidated financial statements. However, there can be no guarantee that previously known or newly-discovered matters or any inability to enforce our available indemnification rights against previous owners of the Company, its subsidiaries, or their business or properties will not result in material costs or liabilities. While the purchase agreements governing certain of our acquisitions provide that the sellers will indemnify us, subject to certain limitations, for certain environmental liabilities, our ability to seek indemnification from the respective sellers is limited by various factors, including the financial condition of the indemnitor or responsible party as well as by the terms and limits of such indemnities or obligations. As a result, there can be no assurance that we could receive any indemnification from the sellers, and any related environmental liabilities, costs or penalties could have a material adverse effect on our financial condition and results of operations.

Self-insured risks

The Company maintains a broad range of insurance policies which include general liability insurance coverage and workers compensation. These insurance policies protect the Company against a portion of the risk of loss from claims. However, the Company retains a portion of the overall risk for such claims through its self-insured per occurrence and aggregate retentions, deductibles, and claims in excess of available insurance policy limits. The Company's general liability insurance includes coverage for certain damages arising out of product design and manufacturing defects. The Company's insurance coverage is generally subject to a per occurrence retention.

The Company reserves for costs associated with claims, as well as incurred but not reported losses (“IBNR”), based on an outside actuarial analysis of its historical claims. These estimates make up a significant portion of the Company's liability and are subject to a high degree of uncertainty due to a variety of factors, including changes in type of claims, claims reporting and resolution patterns, frequency and timing of claims, third party recoveries, estimates of claim values, claims management expenses (including legal fees and expert fees), insurance industry practices, the regulatory environment, and legal precedent. Adjustments to estimated reserves are recorded in the period in which the change in estimate occurs.


Litigation

During the past several years, the Company incurred increased litigation expense primarily related to the claims discussed below. The Company believes it has valid defenses to the outstanding claims discussed below and will vigorously defend all such claims; however, litigation is subject to many uncertainties and there cannot be any assurance that the Company will ultimately prevail or, in the event of an unfavorable outcome or settlement of litigation, that the ultimate liability would not be material and would not have a material adverse effect on the business, results of operations, cash flows or financial position of the Company.


95

In John Gulbankian v. MW Manufacturers, Inc. (“Gulbankian”), a purported class action filed in March 2010 in the United States District Court for the District of Massachusetts, plaintiffs, on behalf of themselves and all others similarly situated, alleged damages as a result of the defective design and manufacture of certain MW vinyl clad windows. In Eric Hartshorn and Bethany Perry v. MW Manufacturers, Inc. (“Hartshorn”), a purported class action filed in July 2012 in the District Court, plaintiffs, on behalf of themselves and all others similarly situated, alleged damages as a result of the defective design and manufacture of certain MW vinyl clad windows. On April 22, 2014, plaintiffs in both the Gulbankian and Hartshorn cases filed a Consolidated Amended Class Action Complaint, making similar claims against all MW vinyl clad windows.

MW entered into a settlement agreement with plaintiffs as of April 18, 2014 to settle both the Gulbankian and Hartshorn cases on a nationwide basis (the “Vinyl Clad Settlement Agreement”). The Vinyl Clad Settlement Agreement provides that this settlement applies to any and all MW vinyl clad windows manufactured from January 1, 1987 through May 23, 2014, and provides for a cash payment for eligible consumers submitting qualified claims showing, among other requirements, certain damage to their MW vinyl clad windows. The period for submitting qualified claims is the later of: (i) May 28, 2016, or (ii) the last day of the warranty period for the applicable window. On December 29, 2014, the District Court granted final approval of this settlement, as well as MW’s payment of attorneys' fees and costs to plaintiffs' counsel in the amount of $2.5 million, issuing a Final Approval Order, Final Judgment, and Order of Dismissal with Prejudice (the "Final Approval Order"). A notice of appeal of the Final Approval Order (the “Appeal”) was given by certain objectors to the settlement, and on May 6, 2015, MW entered into a settlement agreement with, among others, the objectors to fully and finally resolve their claims, including the dismissal of Karl Memari v. Ply Gem Prime Holdings, Inc. et al., another lawsuit seeking class certification with respect to MW's vinyl clad windows, making the Vinyl Clad Settlement Agreement final and binding on the parties. The Company and MW deny all liability in the settlements and with respect to the facts and claims alleged. The Company, however, is aware of the substantial burden, expense, inconvenience and distraction of continued litigation, and therefore agreed to settle these matters.

As a result of the Vinyl Clad Settlement Agreement, the Company recognized a $5.0 million expense during the year ended December 31, 2014 within selling, general, and administrative expenses in the Company’s consolidated statement of operations in the Windows and Doors segment. It is possible that the Company may incur costs in excess of the recorded amounts; however, the Company currently expects that the total net cost will not exceed $5.0 million. As of December 31, 2015, approximately $1.5 million of this liability is currently outstanding, with $0.7 million as a current liability within accrued expenses and $0.8 million as a noncurrent liability within other long-term liabilities in the Company’s consolidated balance sheet as of December 31, 2015.

In Anthony Pagliaroni et al. v. Mastic Home Exteriors, Inc. and Deceuninck North America, LLC, a purported class action filed in January 2012 in the United States District Court for the District of Massachusetts, plaintiffs, on behalf of themselves and all others similarly situated, allege damages as a result of the defective design and manufacture of Oasis composite deck and railing, which was manufactured by Deceuninck North America, LLC (“Deceuninck”) and sold by Mastic Home Exteriors, Inc. (“MHE”). The plaintiffs seek a variety of relief, including (i) economic and compensatory damages, (ii) treble damages, (iii) punitive damages, and (iv) attorneys' fees and costs of litigation. The damages sought in this action have not yet been quantified. The hearing regarding plaintiffs’ motion for class certification was held on March 10, 2015. The District Court denied plaintiffs’ motion for class certification on September 22, 2015, and on October, 6, 2015, plaintiffs filed a petition for interlocutory appeal of the denial of class certification to the U.S. Court of Appeals for the First Circuit. The Court of Appeals has not yet ruled on plaintiffs’ petition for appeal. Deceuninck, as the manufacturer of Oasis deck and railing, has agreed to indemnify MHE for certain liabilities related to this claim pursuant to the sales and distribution agreement, as amended, between Deceuninck and MHE. MHE's ability to seek indemnification from Deceuninck is, however, limited by the terms and limits of the indemnity as well as the strength of Deceuninck's financial condition, which could change in the future.

In The Muhler Company, Inc. v. Ply Gem Prime Holdings, Inc. et al., a lawsuit filed in April 2011 in the United States District Court for the District of South Carolina, Charleston Division, plaintiff alleges unfair competition and trade practices. The plaintiff seeks a variety of relief, including (i) consequential damages, (ii) treble damages, (iii) punitive damages, and (iv) attorneys' fees and costs of litigation. In April 2013, the District Court granted the Company's motion for summary judgment with respect to the federal Lanham Act claims. In May 2013, the plaintiff filed a notice of appeal to the U.S. Court of Appeals for the Fourth Circuit with respect to the summary judgment granted on the federal Lanham Act claims, and the Fourth Circuit denied interlocutory appeal. With the summary judgment granted on the federal Lanham Act claims, only state unfair competition and trade practices claims remain. In April 2015, the District Court heard arguments on the Company's motion for summary judgment with respect to such claims, and on July 13, 2015, the District Court granted the Company’s motion. On July 27, 2015, the plaintiff filed an appeal with the U.S. Court of Appeals for the Fourth Circuit with respect to the District Court’s ruling, and on February 10, 2016, the U.S. Court of Appeals for the Fourth Circuit affirmed the District Court’s ruling.

96

On February 24, 2016, the plaintiff filed a petition for rehearing. The damages sought in this action have not yet been quantified.

In re Ply Gem Holdings, Inc. Securities Litigation is a purported federal securities class action filed on May 19, 2014 in the United States District Court for the Southern District of New York against Ply Gem Holdings, Inc., several of its directors and officers, and the underwriters associated with the Company’s IPO. It is filed on behalf of all persons or entities, other than the defendants, who purchased the common shares of the Company pursuant and/or traceable to the Company’s IPO and seeks remedies under Sections 11 and 15 of the Securities Act of 1933, alleging that the Company’s Form S-1 registration statement was negligently prepared and materially inaccurate, containing untrue statements of material fact and omitting material information which was required to be disclosed. The plaintiffs seek a variety of relief, including (i) damages together with interest thereon and (ii) attorneys’ fees and costs of litigation. On October 14, 2014, Strathclyde Pension Fund was certified as lead plaintiff, and class counsel was appointed. On February 13, 2015, the defendants filed their motion to dismiss the complaint. On April 14, 2015, the lead plaintiff filed its opposition to that motion to dismiss, and on May 14, 2015 the defendants filed their reply brief in support of their motion to dismiss. On September 29, 2015, the District Court granted defendants’ motion to dismiss, but ruled that plaintiff could file an amended complaint. On November 6, 2015, plaintiff filed an amended complaint, and on January 13, 2016, the defendants filed their motion to dismiss this amended complaint. The damages sought in this action have not yet been quantified. Pursuant to the Underwriting Agreement, dated May 22, 2013, entered into in connection with the IPO, the Company has agreed to reimburse the underwriters for the legal fees and other expenses reasonably incurred by the underwriters’ law firm in its representation of the underwriters in connection with this matter. Pursuant to Indemnification Agreements, dated as of May 22, 2013, between the Company and each of the directors and officers named in this action, the Company has agreed to assume the defense of such directors and officers. We believe the purported federal securities class action is without merit and will vigorously defend the lawsuit.

In Raul Carrillo-Hueso and Chec Xiong v. Ply Gem Industries, Inc. and Ply Gem Pacific Windows Corporation, a purported class action filed on November 25, 2015 in the Superior Court of the State of California, County of Alameda, plaintiffs, on behalf of themselves and all others similarly situated, allege damages as a result of, among other things, the defendants’ failure to provide (i) statutorily required meal breaks at the Sacramento, California facility, (ii) accurate wage statements to employees in California, and (iii) all wages due on termination in California. The plaintiffs seek a variety of relief, including (i) economic and compensatory damages, (ii) statutory damages, (iii) penalties, (iv) pre- and post-judgment interest, and (v) attorneys' fees and costs of litigation. The damages sought in this action have not yet been quantified.

In Tina Morgan v. Ply Gem Industries, Inc. and Simonton Industries, Inc., a purported class action filed on December 11, 2015 in the Superior Court of the State of California, County of Solano, plaintiff, on behalf of herself and all others similarly situated, alleges damages as a result of, among other things, the defendants’ failure at the Vacaville, California facility to (i) pay overtime wages, (ii) provide statutorily required meal breaks, (iii) provide accurate wage statements, and (iv) pay all wages owed upon termination. The plaintiff seeks a variety of relief, including (i) economic and compensatory damages, (ii) statutory damages, (iii) penalties, (iv) pre- and post-judgment interest, and (v) attorneys' fees and costs of litigation. The damages sought in this action have not yet been quantified.


Other contingencies

The Company is subject to other contingencies, including legal proceedings and claims arising out of its operations and businesses that cover a wide range of matters, including, among others, environmental, contract, employment, intellectual property, securities, personal injury, property damage, product liability, warranty, and modification, adjustment or replacement of component parts or units sold, which may include product recalls.  Product liability, environmental and other legal proceedings also include matters with respect to businesses previously owned.  The Company has used various substances in its products and manufacturing operations, which have been or may be deemed to be hazardous or dangerous, and the extent of its potential liability, if any, under environmental, product liability and workers’ compensation statutes, rules, regulations and case law is unclear.  Further, due to the lack of adequate information and the potential impact of present regulations and any future regulations, there are certain circumstances in which no range of potential exposure may be reasonably estimated.  Also, it is not possible to ascertain the ultimate legal and financial liability with respect to certain contingent liabilities, including lawsuits, and therefore no such estimate has been made as of December 31, 2015.

97




9.   ACCRUED EXPENSES AND OTHER LONG-TERM LIABILITIES
 
Accrued expenses consist of the following at December 31, 2015 and December 31, 2014:
 
(Amounts in thousands)
 
December 31, 2015
 
December 31, 2014
Insurance
 
$
9,347

 
$
9,144

Employee compensation and benefits
 
20,381

 
15,576

Sales and marketing
 
50,405

 
36,279

Product warranty
 
16,619

 
18,325

Accrued freight
 
1,445

 
1,278

Accrued interest
 
17,808

 
16,470

Accrued environmental liability
 
430

 
451

Accrued pension
 
647

 
1,753

Accrued sales returns and discounts
 
3,368

 
3,054

Accrued taxes
 
5,575

 
3,898

Litigation accrual
 
700

 
2,573

Other
 
26,237

 
38,524

 
 
$
152,962

 
$
147,325


Other long-term liabilities consist of the following at December 31, 2015 and December 31, 2014:
 
(Amounts in thousands)
 
December 31, 2015
 
December 31, 2014
Insurance
 
$
1,237

 
$
1,705

Pension liabilities
 
15,033

 
13,327

Multi-employer pension withdrawal liability
 
960

 
2,094

Product warranty
 
59,943

 
66,098

Long-term product claim liability
 
138

 
138

Long-term environmental liability
 
1,211

 
1,227

Liabilities for tax uncertainties
 
2,866

 
3,065

Litigation accrual
 
829

 
2,000

Other
 
8,676

 
5,160

 
 
$
90,893

 
$
94,814


Long-term incentive plan

The Company maintains a long-term incentive plan (“LTIP”) for certain employees which was implemented to retain and incentivize employees through the downturn in the housing market. During the years ended December 31, 2015 and December 31, 2014, the Company recognized a net LTIP expense of $3.9 million and $2.8 million, respectively, which has been recorded within selling, general, and administrative expenses in the consolidated statement of operations. The LTIP liability is $5.9 million and $4.5 million as of December 31, 2015 and December 31, 2014, respectively, of which $3.1 million and $2.5 million has been recorded within other current liabilities and $2.8 million and $2.0 million in other long-term liabilities in the consolidated balance sheets as of December 31, 2015 and December 31, 2014, respectively.

Other liabilities

During the years ended December 31, 2015, 2014 and 2013, the Company made approximately $1.6 million, $5.0 million, and $3.6 million in cash payments for restructuring and integration efforts, respectively. These payments were for restructuring and integration programs implemented in Western Canada and general back office centralization efforts incurred during 2013 as well as product simplification costs incurred for the entire Windows and Doors segment. The Company had a restructuring accrual of $0.4 million as of December 31, 2014.

98


During the year ended December 31, 2013, the Company incurred approximately $1.8 million and $1.4 million in charges for inventory write offs and fixed asset impairment, respectively, related to the restructuring and integration of the Gienow and Ply Gem Canada operations. These amounts have been recorded within cost of goods sold and selling, general and administrative expenses, respectively, in the Company's consolidated statements of operations.



10.   INCOME TAXES
 
The following is a summary of the components of income (loss) before provision for income taxes: 
 
 
For the year ended December 31,
(Amounts in thousands)
 
2015
 
2014
 
2013
Domestic
 
$
47,901

 
$
(9,685
)
 
$
(69,361
)
Foreign
 
(16,301
)
 
(21,689
)
 
(9,861
)
 
 
$
31,600

 
$
(31,374
)
 
$
(79,222
)
  
    
The following is a summary of the provision (benefit) for income taxes included in the accompanying consolidated statement of operations: 
 
 
For the year ended December 31,
(Amounts in thousands)
 
2015
 
2014
 
2013
Federal:
 
 
 
 
 
 
Current
 
$
692

 
$
—

 
$
—

Deferred
 
(2,833
)
 
(6,962
)
 
908

 
 
(2,141
)
 
(6,962
)
 
908

State:
 
 

 
 

 
 

Current
 
$
2,688

 
$
2,354

 
$
1,634

Deferred
 
(779
)
 
324

 
384

 
 
1,909

 
2,678

 
2,018

Foreign:
 
 

 
 

 
 

Current
 
$
833

 
$
(86
)
 
$
(904
)
Deferred
 
(1,289
)
 
4,265

 
(1,724
)
 
 
(456
)
 
4,179

 
(2,628
)
 
 
 
 
 
 
 
Total
 
$
(688
)
 
$
(105
)
 
$
298



The table that follows reconciles the federal statutory income tax rate to the effective tax rate of approximately 2.2% for the year ended December 31, 2015, 0.3% for the year ended December 31, 2014, and 0.4% for the year ended December 31, 2013.
 

99

 
 
For the year ended December 31,
(Amounts in thousands)
 
2015
 
2014
 
2013
Income tax provision (benefit) at the federal statutory rate
 
$
11,060

 
$
(10,981
)
 
$
(27,728
)
 
 
 
 
 
 
 
Net change from statutory rate:
 
 

 
 

 
 

Valuation allowance-US
 
(30,446
)
 
(1,851
)
 
28,556

Valuation allowance-Canada
 
3,551

 
9,789

 
—

State income tax provision (benefit), net of federal income tax benefit
 
4,986

 
641

 
(5,957
)
Taxes at non-U.S. statutory rate
 
(153
)
 
(48
)
 
(46
)
Additional provisions/reversals of uncertain tax positions
 
(116
)
 
131

 
5,674

Canadian rate differential
 
1,284

 
2,015

 
867

Attribute reduction
 
3,118

 
—

 
—

Tax Receivable Agreement
 
4,531

 
(220
)
 
(1,808
)
Alternative minimum tax
 
1,298

 
—

 
—

Minimum tax credit
 
(1,298
)
 
—

 
—

Other, net
 
1,497

 
419

 
740

 
 
$
(688
)
 
$
(105
)
 
$
298


The tax effect of temporary differences, which gave rise to significant portions of deferred income tax assets and liabilities as of December 31, 2015 and 2014 are as follows:
(Amounts in thousands)
 
December 31, 2015
 
December 31, 2014
Deferred tax assets:
 
 
 
 
Accounts receivable
 
$
1,075

 
$
1,161

Insurance reserves
 
3,925

 
4,011

Warranty reserves
 
26,397

 
29,360

Pension accrual
 
6,426

 
6,041

Deferred compensation
 
10,803

 
6,319

Inventories
 
4,473

 
4,076

Federal, net operating loss carry-forwards
 
78,900

 
104,482

State, net operating loss carry-forwards
 
13,507

 
15,771

Non-capital losses - foreign jurisdiction
 
9,514

 
7,147

Related party interest
 
32,820

 
43,833

Professional fees
 
1,550

 
2,616

Environmental reserves
 
591

 
598

Other assets, net
 
9,428

 
7,510

Valuation allowance
 
(109,361
)
 
(137,464
)
Total deferred tax assets
 
90,048

 
95,461

Deferred tax liabilities:
 
 

 
 

Property and equipment, net
 
(24,387
)
 
(24,750
)
Intangible assets, net
 
(44,032
)
 
(51,254
)
Deferred financing
 
(25,964
)
 
(29,392
)
Attribute reduction
 
(3,456
)
 
—

Other liabilities, net
 
(2,335
)
 
(3,191
)
Total deferred tax liabilities
 
(100,174
)
 
(108,587
)
Net deferred tax liability
 
$
(10,126
)
 
$
(13,126
)



100

Debt Transaction

On September 19, 2014, Ply Gem Industries issued $150.0 million aggregate principal amount of its 6.50% Senior Tack-on Notes with a $10.1 million debt discount. These Senior Tack-on Notes have the same terms and covenants as the original $500.0 million of 6.50% Senior Notes issued in January 2014 that were issued at par and will mature in 2022. These Senior Tack-on Notes are not considered Applicable High Yield Discount Obligation ("AHYDO"). The discount and deferred financing costs related to these notes will be amortized over the life of the notes utilizing the constant yield method.

        
Valuation allowance

As of December 31, 2015, a full federal valuation allowance has been provided against certain deferred tax assets as it is presently deemed more likely than not that the benefit of such net tax assets will not be utilized.  The Company considered the impact of reversing taxable temporary differences and tax planning strategies with regard to realization of deferred tax assets to determine the amount of valuation allowance for 2015.  Due to recent cumulative losses accumulated by the Company, management did not rely upon projections of future taxable income in assessing the recoverability of deferred tax assets. Additionally, at December 31, 2015, the Company was in a full state valuation allowance position for certain legal entities primarily related to losses for income tax purposes.

During the year ended December 31, 2015, the Company had a full valuation allowance on its deferred tax assets for Gienow Canada of approximately $11.1 million as a result of its operating performance and challenges associated with combining two separate manufacturing facilities into a single facility. As a result of the Simonton acquisition on September 19, 2014, the Company evaluated Simonton's net deferred tax liability position with Ply Gem's full valuation allowance position, which resulted in a $7.5 million reversal of valuation allowance during the year ended December 31, 2014 and an additional reversal of $2.8 million for the year ended December 31, 2015. All of the Company's subsidiaries, excluding Mitten, are in a full valuation allowance position as of December 31, 2015.
The Company currently has book goodwill of approximately $28.0 million that is not amortized and results in a deferred tax liability of approximately $6.7 million at December 31, 2015.  Therefore, the reversal of deferred tax liabilities related to this goodwill is not considered a source of future taxable income in assessing the realization of its deferred tax assets.  The Company continues to evaluate the realizability of its net deferred tax assets and its estimates are subject to change.

The Company had book goodwill of approximately $20.2 million that was not amortized resulting in a deferred tax liability of approximately $6.3 million at December 31, 2014.  Therefore, the reversal of deferred tax liabilities related to this goodwill is not considered a source of future taxable income in assessing the realization of its deferred tax assets.  The Company continues to evaluate the realizability of its net deferred tax assets and its estimates are subject to change.

For the year ending December 31, 2016, the Company may achieve a three-year cumulative income position on a consolidated basis. If the Company achieves this income position, the Company will evaluate the need for a full, or partial valuation allowance. All of the factors the Company considers in evaluating whether and when to release all or a portion of the deferred tax asset valuation allowance involve significant judgment. For example, there are many different interpretations of "cumulative losses in recent years" which can be used. Also, significant judgment is involved in making projections of future financial and taxable income, especially because the Company's financial results are significantly dependent upon industry trends, including the new construction and repair and remodeling markets. Most of the markets in which the Company participates are currently in varying states of recovery from the historic downturn experienced in recent years; however, it is not possible to accurately predict whether recovery will continue, and if it does, at what rate and for how long. The Company anticipates any reversal of the valuation allowance may favorably impact our results of operations in the period of reversal.

Other tax considerations
 
As of December 31, 2015, the Company has approximately $263.5 million of federal gross operating loss carry-forwards which can be used to offset future taxable income.  These federal carry-forwards will begin to expire in 2028 if not utilized.  The Company has approximately $382.9 million of gross state NOL carry-forwards and $13.5 million (net of federal benefit) of deferred tax assets related to these state NOL carry-forwards which can be used to offset future state tax liabilities.  The Company has established a valuation allowance which offsets the deferred tax asset associated with these state NOL carry-forwards.  Future tax planning strategies implemented by the Company could reduce or eliminate future NOL expiration.
 

101

As of December 31, 2015, the Company has not established U.S. deferred taxes on unremitted earnings for the Company's foreign subsidiaries.  Notwithstanding the provisions within the American Jobs Creation Act of 2004, the Company continues to consider these amounts to be permanently invested.

Tax uncertainties

The Company records reserves for certain tax uncertainties based on the likelihood of an unfavorable outcome.  Of this amount, approximately $1.7 million, if recognized, would have an impact on the Company’s effective tax rate.  As of December 31, 2015, the reserve was approximately $2.9 million which includes interest and penalties of approximately $1.1 million.  As of December 31, 2014, the reserve was approximately $3.1 million which included interest of approximately $0.9 million.
 
The Company has elected to treat interest and penalties on uncertain tax positions as income tax expense in its consolidated statement of operations.  Interest and penalty charges have been recorded in the contingency reserve account within other long term liabilities in the consolidated balance sheet.
 
The following is a rollforward of gross tax contingencies from January 1, 2014 through December 31, 2015.

Unrecognized tax benefits balance at January 1, 2014
$
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

Additions based on tax positions related to current year
415

Additions for tax positions of prior years
—

Reductions for tax positions of prior years
(859
)
Settlement or lapse of applicable statutes
(164
)
Unrecognized tax benefits balance at December 31, 2015
$
15,910


Unrecognized tax benefits are reversed as a discrete event if an examination of applicable tax returns is not begun by a federal or state tax authority within the statute of limitations or upon effective settlement with federal or state tax authorities.  During the year ended December 31, 2015, the Company reversed approximately $0.2 million of unrecognized tax benefits due to the expiration of the statute of limitations in certain state jurisdictions. The Company's open tax years that are subject to federal examination are 2008 through 2015.

During the year ended December 31, 2014, the Company also reversed approximately $0.3 million of unrecognized tax benefits due to the expiration of the statute of limitations for the tax year ended December 31, 2006. During the year ended December 31, 2013, the Company also reversed approximately $0.5 million of unrecognized tax benefits due to the expiration of the statute of limitations for the year ended December 31, 2005. During the year ended December 31, 2013, the Company also reversed approximately $1.4 million due to the effective settlement related to state income tax audits.

During the next 12 months, the Company does not anticipate the reversal of any tax contingency reserves.

102


Tax Receivable Agreement
On May 22, 2013, the Company entered into a Tax Receivable Agreement (the “Tax Receivable Agreement”) with PG ITR Holdco, L.P. (the “Tax Receivable Entity”). The Tax Receivable Agreement generally provides for the payment by the Company to the Tax Receivable Entity of 85% of the amount of cash savings, if any, in U.S. federal, state and local income tax that the Company actually realizes in periods ending after the IPO as a result of (i) net operating loss ("NOL") carryovers from periods (or portions thereof) ending before January 1, 2013, (ii) deductible expenses attributable to the transactions related to the IPO and (iii) deductions related to imputed interest deemed to be paid by the Company as a result of or attributable to payments under the Tax Receivable Agreement. The term of the Tax Receivable Agreement will continue until all such benefits have been utilized or expired. The Company will retain the benefit of the remaining 15% of these tax savings. The Tax Receivable Agreement will obligate the Company to make payments to the Tax Receivable Entity generally equal to 85% of the applicable cash savings that is actually realized as a result of utilizing NOL carryovers once the tax returns are filed for that respective tax year.
The Company estimates that the total anticipated amount of future payments under the Tax Receivable Agreement could be approximately $100.0 million assuming no material changes in the relevant tax law, that the Company earns sufficient taxable income to utilize the net operating loss carrying forwards, and that utilization of such tax attributes is not subject to limitation under Section 382 of the Internal Revenue Code of 1986, as amended (the "Code") as the result of an “ownership change”. It is possible that future transactions or events or changes in estimates could increase or decrease the actual tax benefits realized from these tax attributes and the corresponding Tax Receivable Agreement payments and liability. As of December 31, 2015, the Company estimates that the potential Tax Receivable Agreement liability associated with the NOL carryovers amounted to approximately $91.0 million with the remaining $9.0 million estimated for the deductible expenses associated with the initial public offering. Future changes in the Company's full valuation allowance position including the reversal of all or a portion of the Company's valuation allowance may increase the Tax Receivable Agreement liability up to the $100.0 million estimate as the Company at that point in time will project future taxable income beyond the current fiscal year.

As of December 31, 2015 and 2014, the Company had a $23.8 million and $10.9 million liability, respectively, for the amount due pursuant to the Tax Receivable Agreement. The $12.9 million Tax Receivable Agreement liability adjustment for the year ended December 31, 2015 resulted from a $115.9 million increase in 2015 taxable income partially offset by the timing of reversals of deferred tax assets and liabilities. The $0.7 million tax receivable agreement liability adjustment for the year ended December 31, 2014 resulted from additional deferred tax liabilities assumed in the Simonton acquisition and changes in the Company's deferred tax liabilities, partially offset by the Company's 2014 taxable losses. The Company has $20.8 million of this liability recorded as noncurrent as of December 31, 2015 in the consolidated balance sheet as this amount will not be paid in cash within the next 12 months.

11.   STOCK-BASED COMPENSATION

Stock option plan

On February 12, 2004, Ply Gem Investment Holdings’ Board of Directors adopted the Ply Gem Investment Holdings 2004 Stock Option Plan (the “Plan”) allowing for grants of options to purchase shares of Ply Gem Investment Holdings common stock under nonqualified stock options or incentive stock options.  Obligations under this Plan were subsequently assumed by Ply Gem Prime Holdings in 2006. Immediately prior to the closing of the IPO on May 23, 2013, Ply Gem Prime merged with and into Ply Gem Holdings, with Ply Gem Holdings being the surviving entity. As a result, all obligations under the Plan were converted at a ratio based on the IPO price of the common stock and the liquidation value of and the maximum dividend amount in respect of the Ply Gem Prime preferred stock and all subsequent grants were in Ply Gem Holdings' stock.

Employees, directors and consultants of Ply Gem Holdings or any of its majority-owned subsidiaries are eligible for options, as specified in the Plan.  Ply Gem Holdings Board of Directors may, among other things, select recipients of options grants, determine whether options will be nonqualified or incentive stock options, set the number of shares that may be purchased pursuant to option exercise, and determine other terms and conditions of options. The exercise price of an option must be at least the estimated fair market value of a share of common stock as of the grant date.  Options generally vest over 3 to 5 years from the date of grant, unless specified otherwise in any individual option agreement.  Generally, options will expire on the tenth anniversary of the grant date or in connection with termination of employment.  The Board of Directors has the discretion to accelerate the vesting and exercisability of outstanding options.
 

103

The fair value of each option is estimated on the date of grant using the Black-Scholes option pricing method.  The assumptions used in the model for the years ended December 31, 2015 and December 31, 2014 (there were no option grants in 2013) are outlined in the following table:

 
 
December 31, 2015
 
December 31, 2014
Weighted average fair value of options granted
 
$
2.62

 
$
4.91

Weighted average assumptions used:
 
 

 
 

Expected volatility
 
34
%
 
34
%
Expected term (in years)
 
7.00

 
7.00

Risk-free interest rate
 
1.82
%
 
0.63
%
Expected dividend yield
 
—
%
 
—
%
 
A summary of changes in stock options outstanding during the years ended December 31, 2015 and December 31, 2014 is presented below:
 
 
 
Stock Options
 
Weighted-
Average
Exercise
Price
 
Weighted-
Average
Remaining
Contractual
Term (Years)
 
Aggregate Intrinsic Value
 
 
 
 
 
 
 
 
(in thousands)
Balance at January 1, 2014
 
3,285,750

 
$
11.04

 
5.24

 
22,702

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

 
3,373

Granted
 
287,808

 
$
12.49

 
—

 
 
Exercised
 
(225,960
)
 
$
9.75

 
—

 
 
Forfeited or expired
 
(197,119
)
 
$
12.35

 
—

 
 
Balance at December 31, 2015
 
2,613,793

 
$
13.75

 
5.22

 
617


As of December 31, 2015, 2,221,818 options were 100% vested with a weighted average exercise price of $13.75.  As of December 31, 2014, 2,166,679 options were 100% vested with a weighted average exercise price of $12.97. The total intrinsic value of options exercised during the years ended December 31, 2015, and 2014 was $0.9 million and $9.1 million, respectively. At December 31, 2015, the Company had approximately $1.2 million of total unrecognized compensation expense that will be recognized over a weighted average period of 1.80 years.  At December 31, 2014, the Company had approximately $2.1 million of total unrecognized compensation expense that will be recognized over a weighted average period of 1.73 years. The Company recorded compensation expense of $1.7 million, $2.0 million, and $2.0 million for the years ended December 31, 2015, 2014, and 2013, respectively, related to the vesting of these options.

Restricted stock

During December 2012, the Company issued 3,886 restricted shares of common stock of Ply Gem Prime to each of three independent members of the Board of Directors.  These shares vested and were expensed ratably over the twelve month period beginning December 2012. During the year ended December 31, 2013, the Company expensed $170,000 related to these grants in selling, general, and administrative expenses within the consolidated statement of operations.

104


During March 2014, the Company issued 3,523 restricted shares of common stock to each of three independent members of the Board of Directors.  These shares vested over the approximate ten-month period to December 31, 2014 and the Company expensed these items ratably over the ten-month period up to the vesting date. One issuance of these shares, or 3,523 shares, became immediately fully vested during May 2014. Additionally during May 2014, the Company issued 5,240 restricted shares of common stock to each of the two new independent members of the Board of Directors.  These shares vested over the approximate eight-month period to December 31, 2014 and the Company expensed these items ratably over the eight-month period up to the vesting date. During the year ended December 31 , 2014, the Company expensed approximately $0.3 million related to all of these grants in selling, general, and administrative expenses within the consolidated statement of operations.

During December 2014, the Company issued an aggregate of 23,944 restricted shares of common stock in an equal number to each of the four independent members of the Board of Directors.  These shares vested over the 2015 calendar period and the Company expensed $0.3 million as compensation expense in selling, general, and administrative expenses within the consolidated statement of operations.

During December 2015, the Company issued an aggregate of 25,664 restricted shares of common stock in an equal number to each of the four independent members of the Board of Directors.  These shares will vest over the 2016 calendar year and the Company will expense these items as compensation expense ratably during 2016.
    
12.   SEGMENT INFORMATION
 
The Company defines operating segments as components of an enterprise about which separate financial information is available that is evaluated regularly by management in deciding how to allocate resources and in assessing performance.  The Company has two reportable segments:  1) Siding, Fencing, and Stone and 2) Windows and Doors.

The income before income taxes of each segment includes the revenue generated on transactions involving products within that segment less identifiable expenses.  Unallocated income and expenses include items which are not directly attributed to or allocated to either of the Company’s reporting segments.  Such items include interest, legal costs, corporate payroll, and unallocated finance, accounting expenses, gain (loss) on modification or extinguishment of debt, and initial public offering costs. Unallocated corporate assets include cash and certain receivables.  Interest expense is presented net of interest income.

Following is a summary of the Company’s segment information:

105

 
 
For the year ended December 31,
(Amounts in thousands)
 
2015
 
2014
 
2013
Net sales
 
 
 
 
 
 
Siding, Fencing, and Stone
 
$
840,118

 
$
801,601

 
$
737,841

Windows and Doors
 
999,608

 
765,042

 
627,740

 
 
$
1,839,726

 
$
1,566,643

 
$
1,365,581

Operating earnings (loss)
 
 

 
 

 
 

Siding, Fencing, and Stone
 
$
134,654

 
$
113,089

 
$
111,918

Windows and Doors
 
18,195

 
(27,660
)
 
(38,537
)
Unallocated
 
(30,317
)
 
(23,931
)
 
(45,605
)
 
 
$
122,532

 
$
61,498

 
$
27,776

Interest income (expense), net
 
 

 
 

 
 

Siding, Fencing, and Stone
 
$
(22
)
 
$
5

 
$
(132
)
Windows and Doors
 
(17
)
 
(48
)
 
(195
)
Unallocated
 
74,858

 
71,229

 
92,011

 
 
$
74,819

 
$
71,186

 
$
91,684

Depreciation and amortization
 
 

 
 

 
 

Siding, Fencing, and Stone
 
$
26,539

 
$
25,255

 
$
24,950

Windows and Doors
 
31,549

 
22,510

 
20,243

Unallocated
 
312

 
698

 
453

 
 
$
58,400

 
$
48,463

 
$
45,646

Income tax expense (benefit)
 
 

 
 

 
 

Unallocated
 
$
(688
)
 
$
(105
)
 
$
298

 
 
 
 
 
 
 
Capital expenditures
 
 

 
 

 
 

Siding, Fencing, and Stone
 
$
11,816

 
$
12,581

 
$
10,053

Windows and Doors
 
19,196

 
10,920

 
14,780

Unallocated
 
2,848

 
160

 
1,061

 
 
$
33,860

 
$
23,661

 
$
25,894

 
 
 
 
 
 
 
 
 
As of December 31,
 
 

 
 
2015
 
2014
 
 

Total assets
 
 

 
 

 
 

Siding, Fencing, and Stone
 
$
664,053

 
$
673,543

 
 

Windows and Doors
 
498,994

 
528,938

 
 

Unallocated
 
122,857

 
52,094

 
 

 
 
$
1,285,904

 
$
1,254,575

 
 

 
Our Canadian subsidiaries, which had sales of approximately $223.3 million for the year ended December 31, 2015, represent the majority of our sales to foreign customers.  Other subsidiaries’ sales outside the United States are less than 1% of our total sales.

106

13.   RELATED PARTY TRANSACTIONS

Under the General Advisory Agreement (the “General Advisory Agreement”) the Company entered into with CI Capital Partners LLC (“CI Capital Partners”), formerly Caxton-Iseman Capital LLC , CI Capital Partners provides the Company with acquisition and financial advisory services as the Board of Directors shall reasonably request.  In consideration of these services, the Company agreed to pay CI Capital Partners (1) an annual fee equal to 2% of our earnings before interest, tax, depreciation and amortization, (“EBITDA”), as defined in such agreement, (2) a transaction fee, payable upon the completion by the Company of any acquisition, of 2% of the sale price, (3) a transaction fee, payable upon the completion by the Company of any divestitures, of 1% of the sale price, and (4) a transaction fee, payable upon the completion of the sale of the Company, of 1% of the sale price.  EBITDA in the General Advisory Agreement is based on the Company’s net income (loss) plus extraordinary losses and/or any net capital losses realized, provision for income taxes, interest expense (including amortization or write-off of debt discount and debt issuance costs and commissions, and other items), depreciation and amortization, dividends paid or accrued on preferred stock, certain management fees paid to CI Capital Partners, and a number of other items.  The annual fee payable in any year may not exceed the amounts permitted under the senior credit facilities or the indenture governing the senior notes, and CI Capital Partners is obligated to return any portion of the annual fee that has been prepaid if an event of default has occurred and is continuing under either the senior credit facilities or the indenture governing the senior notes.

Under the General Advisory Agreement the Company paid and expensed, as a component of selling, general, and administrative expenses, a management fee of approximately $0.0 million, $0.0 million, and $0.4 million, for the years ended December 31, 2015, 2014 and 2013, respectively.  The original term of the General Advisory Agreement was 10 years, and was automatically renewable for consecutive one-year extensions, unless Ply Gem Industries or CI Capital Partners provide notice of termination.  In connection with the IPO in May 2013, the General Advisory Agreement was terminated prior to the end of the initial term, as such, Ply Gem Industries paid to CI Capital Partners an amount equal to the present value of the annual advisory fees that would have been payable for three years, based on the Company’s cost of funds to borrow amounts under the Company’s senior credit facilities. This payment of approximately $18.9 million was made in May 2013 and was expensed within initial public offering costs in the consolidated statement of operations. The Company also expensed approximately $2.7 million of the 2013 capitalized advisory fees paid to CI Capital Partners as a result of the termination within initial public offering costs in the consolidated statement of operations. The Company also paid CI Capital Partners approximately $0.4 million for advisory services in connection with the Gienow acquisition during year ended December 31, 2013 and this amount was expensed within selling, general, and administrative expenses in the consolidated statement of operations.
 
During the fourth quarter of 2011, the Company entered into an amendment to the employee agreement originally dated August 14, 2006 for the Company’s Chief Executive Officer.   In conjunction with the amendment to the employment agreement, the Company also entered into a retention agreement and stock repurchase agreement.  These agreements, among other things, provided for: (i) the extension of the chief executive officer’s term of employment for three years, (ii) the Company to make a retention payment of $2.0 million to the chief executive officer on December 31, 2014 if he remained employed by the Company on that date, (iii) the repurchase of 125,660 shares of common stock of Ply Gem Prime and (iv) the issuance of 150,000 stock options to the chief executive officer for non-voting Class C common stock of Ply Gem Prime (971,420 stock options in Ply Gem Holdings post IPO).   The $12.6 million repurchase of common stock was made by Ply Gem Prime based on proceeds provided by the Company.  The stock options granted to the chief executive officer vested 25% on each of the following dates: July 2012, July 2013, July 2014, and July 2015.  

The Company also entered into a retention agreement with the Company’s Chief Financial Officer which required the Company to make a retention payment of $0.7 million on December 31, 2014 if he remained employed by the Company on that date. The cumulative retention payments for executive officers of $2.7 million were paid in January 2015.
  
In May 2013, the Company finalized an agreement with the Company's President and Chief Executive Officer providing a one-time cash bonus of $1.5 million upon the successful completion of an IPO prior to December 31, 2013, subject to his continued employment with the Company through this date. This bonus agreement was made in lieu of any benefits that the President and Chief Executive Officer may have received under the tax receivable agreement and was paid during May 2013 and expensed within initial public offering costs in the consolidated statement of operations for the year ended December 31, 2013.

During the fourth quarter of 2015, the Company made an approximate $48,000 payment to PG ITR Holdco, L.P. (the “Tax Receivable Entity”) for the Tax Receivable Agreement in satisfaction of the amount due on this agreement related to the 2014 activity. During the fourth quarter of 2014, the Company made an approximate $36,000 payment to the Tax Receivable Entity for the Tax Receivable Agreement in satisfaction of the amount due on this agreement.


107

During March 2015, the Company entered into new retention agreements with the Company's Chief Executive Officer and Chief Financial Officer for $3.0 million and $1.3 million, respectively. These retention agreements incentivize these individuals for three years and will require the Company to make cumulative payments of $4.3 million on December 31, 2017 if both individuals remain employed in their current positions on that date.
    
14.   QUARTERLY RESULTS OF OPERATIONS (UNAUDITED)
 
The following is a summary of the quarterly results of operations:
 
 
 
Quarter
Ended
December 31,
 
Quarter
Ended
October 3,
 
Quarter
Ended
July 4,
 
Quarter
Ended
April 4,
 
(Amounts in thousands, except per share data)
 
2015
 
2015
 
2015
 
2015
 
Net sales
 
$
430,460

 
$
530,884

 
$
502,334

 
$
376,048

 
 
 
 
 
 
 
 
 
 
 
Gross profit
 
99,907

 
134,781

 
124,743

 
60,281

 
 
 
 
 
 
 
 
 
 
 
Net income (loss)
 
9,064

 
41,711

 
30,372

 
(48,859
)

Net income (loss) per share attributable to common shareholders:
 
 
 
 
 
 
 
 
 
Basic (1)
 
$
0.13

 
$
0.61

 
$
0.45

 
$
(0.72
)
 
Diluted (1)
 
$
0.13

 
$
0.61

 
$
0.45

 
$
(0.72
)
 
 
 
 
 
 
 
 
 
 
 
 
 
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

 
98,589

 
87,405

 
39,813

 
 
 
 
 
 
 
 
 
 
 
Net income (loss)
 
(12,476
)
(3) 
21,405

(3) 
11,380

(3) 
(51,578
)
(2), (3) 
Net income (loss) per share attributable to common shareholders:
 
 
 
 
 
 
 
 
 
Basic (1)
 
$
(0.18
)
 
$
0.32

 
$
0.17

 
$
(0.76
)
 
Diluted (1)
 
$
(0.18
)
 
$
0.32

 
$
0.17

 
$
(0.76
)
 
 
(1)
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.
(2)
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.
(3)
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.

15.   GUARANTOR/NON-GUARANTOR
 
The 6.50% Senior Notes were issued by our direct 100% owned subsidiary, Ply Gem Industries, and are fully and unconditionally guaranteed on a joint and several basis by the Company and certain of Ply Gem Industries’ 100% owned subsidiaries.  Ply Gem Industries is a 100% owned subsidiary of Ply Gem Holdings. Accordingly, the following guarantor and non-guarantor information is presented as of December 31, 2015 and December 31, 2014, and for the years ended December 31, 2015, 2014, and 2013.  The non-guarantor information presented represents our Canadian subsidiaries: Gienow and Mitten.
    

108



PLY GEM HOLDINGS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS
For the year ended December 31, 2015
 
 
Guarantor
 
Issuer
 
 
 
Non-
 
 
 
 
 
 
Ply Gem
 
Ply Gem
 
Guarantor
 
Guarantor
 
Consolidating
 
 
(Amounts in thousands)
 
Holdings, Inc.
 
Industries, Inc.
 
Subsidiaries
 
Subsidiary
 
Adjustments
 
Consolidated
Net sales
 
$
—

 
$
—

 
$
1,616,407

 
$
223,319

 
$
—

 
$
1,839,726

Cost of products sold
 
—

 
—

 
1,249,887

 
170,127

 
—

 
1,420,014

Gross profit
 
—

 
—

 
366,520

 
53,192

 
—

 
419,712

Operating expenses:
 
 

 
 

 
 

 
 

 
 

 
 

Selling, general and
 
 

 
 

 
 

 
 

 
 

 
 

administrative expenses
 
—

 
30,317

 
189,477

 
52,080

 
—

 
271,874

Intercompany administrative
 
 

 
 

 
 

 
 

 
 

 
 

charges
 
—

 
—

 
28,704

 
5,943

 
(34,647
)
 
—

Amortization of intangible assets
 
—

 
—

 
20,737

 
4,569

 
—

 
25,306

Total operating expenses
 
—

 
30,317

 
238,918

 
62,592

 
(34,647
)
 
297,180

Operating earnings (loss)
 
—

 
(30,317
)
 
127,602

 
(9,400
)
 
34,647

 
122,532

Foreign currency loss
 
—

 
—

 
—

 
(3,166
)
 
—

 
(3,166
)
Intercompany interest
 
—

 
63,391

 
(59,641
)
 
(3,750
)
 
—

 
—

Interest expense
 
—

 
(74,863
)
 
(4
)
 
(9
)
 
—

 
(74,876
)
Interest income
 
—

 
5

 
28

 
24

 
—

 
57

Tax receivable agreement liability adjustment
 
—

 
(12,947
)
 
—

 
—

 
—

 
(12,947
)
Intercompany administrative income
 
—

 
34,647

 
—

 
—

 
(34,647
)
 
—

Income (loss) before equity in
 
 

 
 

 
 

 
 

 
 

 
 

subsidiaries' income (loss)
 
—

 
(20,084
)
 
67,985

 
(16,301
)
 
—

 
31,600

Equity in subsidiaries' income
 
32,288

 
52,372

 
—

 
—

 
(84,660
)
 
—

Income (loss) before
 
 

 
 

 
 

 
 

 
 

 
 

   benefit for income taxes
 
32,288

 
32,288

 
67,985

 
(16,301
)
 
(84,660
)
 
31,600

Benefit for income taxes
 
—

 
—

 
(232
)
 
(456
)
 
—

 
(688
)
Net income (loss)
 
$
32,288

 
$
32,288

 
$
68,217

 
$
(15,845
)
 
$
(84,660
)
 
$
32,288

 
 
 
 
 
 
 
 
 
 
 
 
 
Other comprehensive income (loss):
 
 

 
 

 
 

 
 

 
 

 
 

Foreign currency translation adjustments
 
—

 
—

 
—

 
(14,690
)
 
—

 
(14,690
)
Unrealized loss on derivative instruments
 
—

 
—

 
—

 
(465
)
 
—

 
(465
)
Minimum pension liability for
 
 

 
 

 
 

 
 

 
 

 
 

actuarial loss
 
—

 
—

 
(1,436
)
 
—

 
—

 
(1,436
)
Total comprehensive income (loss)
 
$
32,288

 
$
32,288

 
$
66,781

 
$
(31,000
)
 
$
(84,660
)
 
$
15,697


109


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
)



110


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' 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
)

111


PLY GEM HOLDINGS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATING BALANCE SHEET
As of December 31, 2015
(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
 
$
—

 
$
94,692

 
$
(4,944
)
 
$
19,677

 
$
—

 
$
109,425

Accounts receivable, net
 
—

 
—

 
172,560

 
22,605

 
—

 
195,165

Inventories:
 
 

 
 

 
 

 
 

 
 

 
 

Raw materials
 
—

 
—

 
58,400

 
5,602

 
—

 
64,002

Work in process
 
—

 
—

 
23,126

 
2,193

 
—

 
25,319

Finished goods
 
—

 
—

 
47,946

 
13,136

 
—

 
61,082

Total inventory
 
—

 
—

 
129,472

 
20,931

 
—

 
150,403

Prepaid expenses and other
 
 

 
 

 
 

 
 

 
 

 
 

current assets
 
—

 
944

 
20,310

 
3,393

 
—

 
24,647

Deferred income taxes
 
—

 
—

 
11,255

 
6

 
—

 
11,261

Total current assets
 
—

 
95,636

 
328,653

 
66,612

 
—

 
490,901

Investments in subsidiaries
 
(76,813
)
 
(245,265
)
 
—

 
—

 
322,078

 
—

Property and Equipment, at cost:
 
 

 
 

 
 

 
 

 
 

 
 

   Land
 
—

 
—

 
7,436

 
739

 
—

 
8,175

   Buildings and improvements
 
—

 
—

 
61,883

 
4,438

 
—

 
66,321

   Machinery and equipment
 
—

 
4,813

 
364,093

 
16,844

 
—

 
385,750

 
 
—

 
4,813

 
433,412

 
22,021

 
—

 
460,246

Less accumulated depreciation
 
—

 
(1,755
)
 
(288,542
)
 
(8,946
)
 
—

 
(299,243
)
    Total property and equipment, net
 
—

 
3,058

 
144,870

 
13,075

 
—

 
161,003

Other Assets:
 
 

 
 

 
 

 
 

 
 

 
 

Intangible assets, net
 
—

 
—

 
112,173

 
16,211

 
—

 
128,384

Goodwill
 
—

 
—

 
449,366

 
28,373

 
—

 
477,739

Intercompany note receivable
 
—

 
1,104,510

 
—

 
—

 
(1,104,510
)
 
—

Other
 
—

 
24,163

 
3,714

 
—

 
—

 
27,877

Total other assets
 
—

 
1,128,673

 
565,253

 
44,584

 
(1,104,510
)
 
634,000

 
 
$
(76,813
)
 
$
982,102

 
$
1,038,776

 
$
124,271

 
$
(782,432
)
 
$
1,285,904

 
 
 
 
 
 
 
 
 
 
 
 
 
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
Current Liabilities:
 
 

 
 

 
 

 
 

 
 

 
 

Accounts payable
 
$
—

 
$
235

 
$
60,655

 
$
13,606

 
$
—

 
$
74,496

Accrued expenses
 
—

 
24,512

 
113,051

 
15,399

 
—

 
152,962

Current portion of payable to related
 
 
 
 
 
 
 
 
 
 
 
 
parties pursuant to tax receivable agreement
 
—

 
3,005

 
—

 
—

 
—

 
3,005

Current portion of long-term debt
 
—

 
4,300

 
—

 
—

 
—

 
4,300

Total current liabilities
 
—

 
32,052

 
173,706

 
29,005

 
—

 
234,763

Deferred income taxes
 
—

 
—

 
17,470

 
3,917

 
—

 
21,387

Intercompany note payable
 
—

 
—

 
1,002,447

 
102,063

 
(1,104,510
)
 
—

Long-term portion of payable to related
 
 
 
 
 
 
 
 
 
 
 
 
   parties pursuant to tax receivable agreement
 
—

 
20,811

 
—

 
—

 
—

 
20,811

Other long-term liabilities
 
—

 
11,189

 
75,911

 
3,793

 
—

 
90,893

Long-term debt
 
—

 
994,863

 
—

 
—

 
—

 
994,863

Commitments and contingencies
 


 


 


 


 


 
 
Stockholders' Equity (Deficit):
 
 

 
 

 
 

 
 

 
 

 
 

Preferred stock
 
—

 
—

 
—

 
—

 
—

 
—

Common stock
 
681

 
681

 
—

 
—

 
(681
)
 
681

Additional paid-in-capital
 
749,296

 
749,296

 
370,180

 
31,611

 
(1,151,087
)
 
749,296

(Accumulated deficit) retained earnings
 
(790,224
)
 
(790,224
)
 
(584,964
)
 
(25,546
)
 
1,400,734

 
(790,224
)
Accumulated other
 
 

 
 

 
 

 
 

 
 

 
 

comprehensive loss
 
(36,566
)
 
(36,566
)
 
(15,974
)
 
(20,572
)
 
73,112

 
(36,566
)
Total stockholder's deficit
 
(76,813
)
 
(76,813
)
 
(230,758
)
 
(14,507
)
 
322,078

 
(76,813
)
 
 
$
(76,813
)
 
$
982,102

 
$
1,038,776

 
$
124,271

 
$
(782,432
)
 
$
1,285,904


112


PLY GEM HOLDINGS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATING BALANCE SHEET
As of December 31, 2014
 
 
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
 
$
—

 
$
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 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


113


PLY GEM HOLDINGS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS
For the year ended December 31, 2015
(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)
 
$
32,288

 
$
32,288

 
$
68,217

 
$
(15,845
)
 
$
(84,660
)
 
$
32,288

Adjustments to reconcile net income (loss)
 
 

 
 

 
 

 
 

 
 

to cash provided by operating activities:
 
 

 
 

 
 

 
 

 
 

Depreciation and amortization expense
 
—

 
312

 
51,079

 
7,009

 
—

 
58,400

Fair-value premium on purchased inventory
 
—

 
—

 
54

 
—

 
—

 
54

Non-cash restructuring costs
 
—

 
—

 
—

 
704

 
—

 
704

Non-cash interest expense, net
 
—

 
13,380

 
—

 
—

 
—

 
13,380

Loss on foreign currency transactions
 
—

 
—

 
—

 
3,166

 
—

 
3,166

Stock based compensation
 
—

 
1,960

 
—

 
—

 
—

 
1,960

Deferred income taxes
 
—

 
—

 
(3,612
)
 
(1,289
)
 
—

 
(4,901
)
Tax receivable agreement liability adjustment
 
—

 
12,899

 
—

 
—

 
—

 
12,899

Reduction in tax uncertainty,
 
 

 
 

 
 

 
 

 
 

 
 

net of valuation allowance
 
—

 
—

 
(199
)
 
—

 
—

 
(199
)
Equity in subsidiaries' net income
 
(32,288
)
 
(52,372
)
 
—

 
—

 
84,660

 
—

Other
 
—

 
—

 
(28
)
 
—

 
—

 
(28
)
Changes in operating assets and
 
 

 
 

 
 

 
 

 
 

 
 

liabilities:
 
 

 
 

 
 

 
 

 
 

 
 

Accounts receivable, net
 
—

 
—

 
(10,949
)
 
6,387

 
—

 
(4,562
)
Inventories
 
—

 
—

 
27,963

 
1,958

 
—

 
29,921

Prepaid expenses and other
 
 

 
 

 
 

 
 

 
 

 
 

current assets
 
—

 
1,165

 
5,348

 
216

 
—

 
6,729

Accounts payable
 
—

 
(4
)
 
(11,712
)
 
1,153

 
—

 
(10,563
)
Accrued expenses
 
—

 
1,682

 
2,452

 
(798
)
 
—

 
3,336

Cash payments on restructuring liabilities
 
—

 
—

 
(201
)
 
(1,444
)
 
—

 
(1,645
)
Other
 
—

 
—

 
(1,624
)
 
—

 
—

 
(1,624
)
Net cash provided by
 
 

 
 

 
 

 
 

 
 

 
 

operating activities
 
—

 
11,310

 
126,788

 
1,217

 
—

 
139,315

Cash flows from investing
 
 

 
 

 
 

 
 

 
 

 
 

activities:
 
 

 
 

 
 

 
 

 
 

 
 

Acquisitions, net of cash acquired and outstanding checks assumed
 
—

 
—

 
(21,000
)
 
—

 
—

 
(21,000
)
Capital expenditures
 
—

 
(2,848
)
 
(28,181
)
 
(2,831
)
 
—

 
(33,860
)
Proceeds from sale of assets
 
—

 
—

 
85

 
37

 
—

 
122

Net cash used in
 
 

 
 

 
 

 
 

 
 

 
 

investing activities
 
—

 
(2,848
)
 
(49,096
)
 
(2,794
)
 
—

 
(54,738
)
Cash flows from financing
 
 

 
 

 
 

 
 

 
 

 
 

activities:
 
 

 
 

 
 

 
 

 
 

 
 

Payments on long-term debt
 
—

 
(4,300
)
 
—

 
—

 
—

 
(4,300
)
Proceeds from intercompany
 
 

 
 

 
 

 
 

 
 

 


investment
 
—

 
66,189

 
(76,791
)
 
10,602

 
—

 
—

Proceeds from exercises of employee stock options
 
—

 
2,198

 
—

 
—

 
—

 
2,198

Debt issuance costs paid
 
—

 
(1,412
)
 
—

 
—

 
—

 
(1,412
)
Net cash provided by (used in)
 
 

 
 

 
 

 
 

 
 

 
 

financing activities
 
—

 
62,675

 
(76,791
)
 
10,602

 
—

 
(3,514
)
Impact of exchange rate movement
 
 

 
 

 
 

 
 

 
 

 
 

on cash
 
—

 
—

 
—

 
(4,800
)
 
—

 
(4,800
)
Net increase in cash
 
 

 
 

 
 

 
 

 
 

 
 

and cash equivalents
 
—

 
71,137

 
901

 
4,225

 
—

 
76,263

Cash and cash equivalents at the
 
 

 
 

 
 

 
 

 
 

 
 

beginning of the period
 
—

 
23,555

 
(5,845
)
 
15,452

 
—

 
33,162

Cash and cash equivalents at the end
 
 

 
 

 
 

 
 

 
 

 
 

of the period
 
$
—

 
$
94,692

 
$
(4,944
)
 
$
19,677

 
$
—

 
$
109,425


114


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 loss (income)
 
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
 
—

 
(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




115


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 (used in)
 
 

 
 

 
 

 
 

 
 

 
 

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 premium
 
—

 
(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


116


Item 9.      CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE


Not Applicable
 
Item 9A.   CONTROLS AND PROCEDURES
 
Under the supervision and with the participation of our management, including our Chief Executive Officer and our Chief Financial Officer, we evaluated the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rule 13a-15(e) and 15d – 15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as of the end of the period covered by this report.  Based on that evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures as of December 31, 2015 were effective to ensure that information required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission’s rules and forms and the information required to be disclosed by us is accumulated and communicated to our management to allow timely decisions regarding required disclosure. Management has concluded that the Company's consolidated financial statements for the periods covered by and included in this Annual Report on Form 10-K are fairly stated in all material respects in accordance with generally accepted accounting principles.

Management’s Report on Internal Control over Financial Reporting

Management of the Company (Ply Gem Holdings) is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Rule 13a-15(f) under the Exchange Act. Internal control over financial reporting, no matter how well designed, has inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. Further, because of changes in conditions, the effectiveness of internal control over financial reporting may vary over time. Under the supervision and with the participation of the Company’s management, including the Chief Executive Officer (principal executive officer) and the Chief Financial Officer (principal financial officer), the Company’s management conducted an evaluation of the effectiveness of the Company’s internal control over financial reporting as of December 31, 2015 as required by Rule 13a-15(c) under the Exchange Act. In making this assessment, the Company’s management used the criteria set forth in the framework in the Internal Control - Integrated Framework ("2013 Framework") issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on our evaluation conducted under the framework in “Internal Control-Integrated Framework,” the Company’s management concluded that the Company’s internal control over financial reporting was effective as of December 31, 2015.

The effectiveness of our internal control over financial reporting as of December 31, 2015 has been audited by KPMG LLP, an independent registered public accounting firm, as stated in their attestation report, which is included in this Annual Report.

Changes in Internal Control over Financial Reporting

There were no changes in our internal controls over financial reporting that occurred during the quarter ended December 31, 2015 that have materially affected, or are reasonable likely to materially affect, our internal control over financial reporting.


117


Report of Independent Registered Public Accounting Firm 

The Board of Directors and Stockholders of
Ply Gem Holdings, Inc. and Subsidiaries

We have audited Ply Gem Holdings, Inc.'s (the Company) internal control over financial reporting as of December 31, 2015, based on criteria established in Internal Control-Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). The Company's management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management's Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company's internal control over financial reporting based on our audit.
We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit also included performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
A company's internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company's internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company's assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2015, based on criteria established in Internal Control-Integrated Framework (2013) issued by COSO.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheet of the Company as of December 31, 2015, and the related consolidated statements of operations, comprehensive income (loss), stockholders' equity (deficit), and cash flows for the year ended December 31, 2015, and our report dated March 14, 2016 expressed an unqualified opinion on those consolidated financial statements.

 
/s/ KPMG LLP
 
 
Raleigh, North Carolina
March 14, 2016


118




Item 9B.   OTHER INFORMATION
 
Not Applicable


119


PART III

 
Item 10.    DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
 
The information contained under the following headings, "Corporate Governance", "Nominees for the Board of Directors", "Class II Directors", "Class III Directors", "Executive Officers", and "Section 16(a) Beneficial Ownership Reporting Compliance" in our definitive Proxy Statement for our 2015 Annual Meeting of Stockholders (the “2016 Proxy Statement”), to be filed with the SEC not later than 120 days after the end of our fiscal year covered by this report pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended, is incorporated herein by reference.

    


Item 11.     EXECUTIVE COMPENSATION

The information contained under the heading “Executive Compensation” in our 2016 Proxy Statement is incorporated herein by reference.


Item 12.      SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
                    
The information contained under the headings “Security Ownership of Certain Beneficial Owners and Management” and "Securities Authorized for Issuance Under equity Compensation Plans" in our 2016 Proxy Statement is incorporated herein by reference.


Item 13.      CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

The information contained under the headings “Certain Relationships and Related Party Transactions” and “Board of Directors and Committees” in our 2016 Proxy Statement is incorporated herein by reference.


Item 14.       PRINCIPAL ACCOUNTING FEES AND SERVICES
 
The information contained under the headings “Audit and Non-Audit Fees” and “Pre-Approval Policies and Procedures” in our 2016 Proxy Statement is incorporated herein by reference.

120


 
PART IV
  
Item 15.       EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

(a)  The following documents are filed as part of this report:
 
1.  Consolidated Financial Statements
 
The list of consolidated financial statements and related notes, together with the reports of KPMG LLP and Ernst & Young, LLP, appear in Part II, Item 8 “Financial Statements and Supplementary Data” of this Form 10-K and are hereby incorporated by reference.
 
2.  Schedule II Valuation and Qualifying Accounts -
Page 128
 
All other schedules have been omitted because they are not applicable, are insignificant or the required information is shown in the consolidated financial statements or notes thereto.
 
3.  Exhibits files - See Exhibit Index


121


SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
                    

 
PLY GEM HOLDINGS, INC.
 
 
(Registrant)
 
Date: March 14, 2016
 
 
 
 
 
 
By:
 /s/ Gary E. Robinette                     
 
 
Gary E. Robinette
 
 
President, Chief Executive Officer, and
Chairman of the Board

Pursuant to the requirements of the Exchange Act, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
 
Signature
Title
Date
 
 
 
/s/ Gary E. Robinette 
President, Chief Executive Officer, and Chairman of the Board
March 14, 2016
Gary E. Robinette
(Principal Executive Officer)
 
 
 
 
/s/ Shawn K. Poe 
Executive Vice President, Chief Financial Officer,
March 14, 2016
Shawn K. Poe
and Secretary (Principal Financial and Accounting Officer)
 
 
 
 
/s/ Frederick J. Iseman 
Lead Director
March 14, 2016
Frederick J. Iseman
 
 
 
 
 
/s/ Michael P. Haley 
Director
March 14, 2016
Michael P. Haley
 
 
 
 
 
/s/ Jeffrey T. Barber 
Director
March 14, 2016
Jeffrey T. Barber
 
 
 
 
 
/s/ Mary K. Rhinehart 
Director
March 14, 2016
Mary K. Rhinehart
 
 
 
 
 
/s/ Janice E. Stipp
Director
March 14, 2016
Janice E. Stipp
 
 
 
 
 
/s/ Timothy T. Hall 
Director
March 14, 2016
Timothy T. Hall
 
 
 
 
 
/s/ John Forbes
Director
March 14, 2016
John Forbes
 
 
 
 
 
/s/ Joost F. Thesseling
Director
March 14, 2016
Joost F. Thesseling
 
 

122


EXHIBIT INDEX

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
 
Certificate of Amendment to the Amended and Restated Certificate of Incorporation (incorporated by reference from Exhibit 3.1 to the Company's Form 10-Q, dated August 10, 2015 (File No. 001-35930)).
 
 
 
3.3
 
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)).
 
 
 
3.4
 
Certificate of Amendment to the Amended and Restated By-Laws (incorporated by reference from Exhibit 3.1 to the Company's Form 8-k, dated May 13, 2015 (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)).
 
 
 

123

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 (incorporated by reference from Exhibit 10.8 to the Company’s Form 10-K dated March 13, 2015 (File No. 001-35930)).
 
 
 
10.9
*
Letter to John C. Wayne, dated as of December 31, 2015, regarding Renewal of Amended and Restated Retention Agreement.
 
 
 
10.10
*
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)).
 
 
 
10.11
*
Letter to John Buckley, dated as of December 31, 2014, regarding Renewal of Amended and Restated Retention Agreement (incorporated by reference from Exhibit 10.10 to the Company’s Form 10-K dated March 13, 2015 (File No. 001-35930)).
 
 
 
10.12
*
Letter to John Buckley, dated as of December 31, 2015, regarding Renewal of Amended and Restated Retention Agreement.
 
 
 
10.13
*
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)).
 
 
 
10.14
*
Letter to David Schmoll, dated as of December 31, 2014, regarding Renewal and Amended and Restated Retention Agreement (incorporated by reference from Exhibit 10.12 to the Company’s Form 10-K dated March 13, 2015 (File No. 001-35930)).
 
 
 
10.15
*
Letter to David Schmoll, dated as of December 31, 2015, regarding Renewal of Amended and Restated Retention Agreement.
 
 
 
10.16
*
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)).
 
 
 
10.17
*
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)).
 
 
 
10.18
*
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)).
 
 
 

124

10.19
*
Retention Bonus Award letter to Gary E. Robinette, dated as of March 11, 2015 (incorporated by reference from Exhibit 10.16 to the Company’s Form 10-K dated March 13, 2015 (File No. 001-35930)).

 
 
 
10.20
*
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)).
 
 
 
10.21
*
Letter to Shawn K. Poe, dated as of December 31, 2014, regarding Renewal of Amended and Restated Retention Agreement (incorporated by reference from Exhibit 10.18 to the Company’s Form 10-K dated March 13, 2015 (File No. 001-35930)).
 
 
 
10.22
*
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)).
 
 
 
10.23
*
Retention Bonus Award letter to Shawn K. Poe, dated as of March 11, 2015 (incorporated by reference from Exhibit 10.20 to the Company’s Form 10-K dated March 13, 2015 (File No. 001-35930)).


 
 
 
10.24
*
Letter to Shawn K. Poe, dated as of December 31, 2015, regarding Renewal of Amended and Restated Retention Agreement.
 
 
 
10.25
*
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)).
 
 
 
10.26
 
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)).
 
 
 
10.27
 
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)).
 
 
 
10.28
 
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)).
 
 
 
10.29
 
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)).
 
 
 
10.30
 
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)).
 
 
 
10.31
 
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)).
 
 
 

125

10.32
 
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)).
 
 
 
10.33
 
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)).
 
 
 
10.34
 
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. (incorporated by reference from Exhibit 10.2 to the Company's Form 10-Q dated May 12, 2014 (File No. 001-35930)).
 
 
 
10.35
 
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)).
 
 
 
10.36
 
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)).
 
 
 
10.37
 
Second Amended and Restated Credit Agreement, dated as of November 5, 2015, by and among Ply Gem Holdings, Inc., Ply Gem Industries, 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 10.1 to the Company’s Form 8-K, dated November 5, 2015 (File No. 001-35930)).
 
 
 
21.1
 
List of Subsidiaries.
 
 
 
23.1
 
Consent of KPMG LLP, independent registered public accounting firm.
 
 
 
23.2
 
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.

126

 
 
 
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, 2015, 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.

 
 
 

 
* Management Agreement

127


SCHEDULE II – VALUATION AND QUALIFYING ACCOUNTS
PLY GEM HOLDINGS, INC. AND SUBSIDIARIES
December 31, 2015

(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, 2015
 
 
 
 
 
 
 
 
 
 
Allowance for doubtful accounts and sales allowances............
 
$
4,164

 
$
1,419

 
$
19

 
$
(2,014
)
 
$
3,588

 
 
 
 
 
 
 
 
 
 
 
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



See accompanying report of independent registered public accounting firm.


128