PLY GEM HOLDINGS INC - FORM 10-Q

Attached files

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EX-32.2 - CFO 906 CERTIFICATION - PLY GEM HOLDINGS INC	a20177110qex322.htm
EX-32.1 - CEO 906 CERTIFICATION - PLY GEM HOLDINGS INC	a20177110qex321.htm
EX-31.2 - CFO 302 CERTIFICATION - PLY GEM HOLDINGS INC	a20177110qex312.htm
EX-31.1 - CEO 302 CERTIFICATION - PLY GEM HOLDINGS INC	a20177110qex311.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended July 1, 2017

[ ] 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	3089	20-0645710
(State or other jurisdiction of incorporation or organization)	(Primary Standard Industrial Classification Code Number)	(I.R.S. Employer Identification No.)

	5020 Weston Parkway, Suite 400 Cary, North Carolina 27513

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

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 whether registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer [ ] Accelerated filer [X] Non-accelerated filer [ ](Do not check if a smaller reporting company) Smaller reporting company [ ] Emerging growth company [ ]

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [ ]

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes [ ] No [X]

As of August 7, 2017, there were 68,459,278 shares of common stock, $0.01 par value, outstanding.

PLY GEM HOLDINGS, INC. AND SUBSIDIARIES

FORM 10-Q

QUARTERLY PERIOD ENDED July 1, 2017

TABLE OF CONTENTS

PART I – FINANCIAL INFORMATION



Item 1.	Condensed Consolidated Financial Statements

	Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) -
	Three months ended July 1, 2017 and July 2, 2016	2

	Condensed Consolidated Statements of Operations and Comprehensive Income (Loss)-
	Six months ended July 1, 2017 and July 2, 2016	3

	Condensed Consolidated Balance Sheets -
	July 1, 2017 and December 31, 2016	4

	Condensed Consolidated Statements of Cash Flows -
	Six months ended July 1, 2017 and July 2, 2016	5

	Notes to Condensed Consolidated Financial Statements	6

Item 2.	Management’s Discussion and Analysis of Financial Condition
	and Results of Operations	35

Item 3.	Quantitative and Qualitative Disclosures about Market Risk	54

Item 4.	Controls and Procedures	55

PART II – OTHER INFORMATION



Item 6.	Exhibits	57

Signatures		58

PART I

Item 1. FINANCIAL STATEMENTS

PLY GEM HOLDINGS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)

(UNAUDITED)



(Amounts in thousands, except shares and per share data)	For the three months ended
	July 1, 2017			July 2, 2016
Net sales	$	544,767		$	510,545
Cost of products sold	407,879			375,256
Gross profit	136,888			135,289
Operating expenses:
Selling, general and administrative expenses	65,531			66,648
Amortization of intangible assets	5,258			6,459
Total operating expenses	70,789			73,107
Operating earnings	66,099			62,182
Foreign currency gain	617			255
Interest expense	(17,399		)	(18,534		)
Interest income	19			9
Tax receivable agreement liability adjustment	—			(241		)
Income before provision for income taxes	49,336			43,671
Provision for income taxes	19,477			2,025
Net income	$	29,859		$	41,646
Comprehensive income	$	30,708		$	42,802

Net income attributable to common shareholders per share:
Basic	$	0.44		$	0.61
Diluted	$	0.43		$	0.61
Weighted average shares outstanding:
Basic	68,435,315			68,159,907
Diluted	69,019,692			68,370,548

See accompanying notes to condensed consolidated financial statements.

PLY GEM HOLDINGS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)

(UNAUDITED)



(Amounts in thousands, except shares and per share data)	For the six months ended
	July 1, 2017			July 2, 2016
Net sales	$	974,782		$	919,159
Cost of products sold	748,369			697,169
Gross profit	226,413			221,990
Operating expenses:
Selling, general and administrative expenses	137,886			137,383
Amortization of intangible assets	10,602			12,849
Total operating expenses	148,488			150,232
Operating earnings	77,925			71,758
Foreign currency gain	772			839
Interest expense	(34,285		)	(37,226		)
Interest income	33			19
Loss on modification or extinguishment of debt	—			(2,399		)
Tax receivable agreement liability adjustment	—			(18,391		)
Income before provision for income taxes	44,445			14,600
Provision for income taxes	18,223			531
Net income	$	26,222		$	14,069
Comprehensive income	$	27,090		$	18,277

Net income attributable to common shareholders per share:
Basic	$	0.38		$	0.21
Diluted	$	0.38		$	0.21
Weighted average shares outstanding:
Basic	68,417,602			68,143,523
Diluted	68,988,527			68,219,762

See accompanying notes to condensed consolidated financial statements.

PLY GEM HOLDINGS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(UNAUDITED)



(Amounts in thousands, except share amounts)	July 1, 2017			December 31, 2016
ASSETS
Current Assets:
Cash and cash equivalents	$	7,172		$	51,597
Accounts receivable, less allowances of $2,593 and $2,663, respectively	296,133			209,919
Inventories:
Raw materials	87,087			69,639
Work in process	29,449			24,621
Finished goods	78,350			67,696
Total inventory	194,886			161,956
Prepaid expenses and other current assets	28,123			26,850
Total current assets	526,314			450,322
Property and Equipment, at cost:
Land	8,207			8,249
Buildings and improvements	67,174			67,951
Machinery and equipment	429,954			413,565
Total property and equipment	505,335			489,765
Less accumulated depreciation	(337,748		)	(324,209		)
Total property and equipment, net	167,587			165,556
Other Assets:
Intangible assets, net	93,955			104,159
Goodwill	479,525			478,514
Deferred income taxes	34,562			50,347
Other	8,139			8,843
Total other assets	616,181			641,863
	$	1,310,082		$	1,257,741
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Accounts payable	$	102,587		$	75,398
Accrued expenses	161,413			169,015
Current portion of payable to related parties pursuant to tax receivable agreement	25,383			25,383
Current portion of long-term debt	4,300			4,300
Total current liabilities	293,683			274,096
Deferred income taxes	1,161			2,722
Long-term portion of payable to related parties pursuant to tax receivable agreement	54,336			54,336
Other long-term liabilities	84,488			86,395
Long-term debt	840,632			836,086

Commitments and contingencies

Stockholders' Equity:
Preferred stock $0.01 par, 50,000,000 shares authorized, none issued and outstanding	—			—
Common stock $0.01 par, 250,000,000 shares authorized, 68,459,278 and 68,269,749 issued and outstanding, respectively	685			683
Additional paid-in-capital	754,716			751,452
Accumulated deficit	(687,195		)	(714,737		)
Accumulated other comprehensive loss	(32,424		)	(33,292		)
Total stockholders' equity	35,782			4,106
	$	1,310,082		$	1,257,741

See accompanying notes to condensed consolidated financial statements.

PLY GEM HOLDINGS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)



(Amounts in thousands)	For the six months ended
	July 1, 2017			July 2, 2016
Cash flows from operating activities:
Net income	$	26,222		$	14,069
Adjustments to reconcile net income to cash provided by (used in) operating activities:
Depreciation and amortization expense	26,555			28,343
Non-cash restructuring costs	1,064			480
Non-cash interest expense, net	6,997			6,960
Gain on foreign currency transactions	(772		)	(839		)
Loss on modification or extinguishment of debt	—			2,399
Stock based compensation	422			596
Deferred income taxes	15,508			(391		)
Tax receivable agreement liability adjustment	—			18,391
Increase (reduction) in tax uncertainty, net of valuation allowance	(65		)	125
Gain on sale of building	(1,880		)	—
Other	(54		)	(5		)
Changes in operating assets and liabilities:
Accounts receivable, net	(85,918		)	(65,889		)
Inventories	(32,870		)	(10,317		)
Prepaid expenses and other assets	(1,858		)	(253		)
Accounts payable	27,227			8,366
Accrued expenses	(6,909		)	420
Cash payments on restructuring liabilities	(257		)	(547		)
Other	(311		)	(478		)
Net cash provided by (used in) operating activities	(26,899		)	1,430
Cash flows from investing activities:
Capital expenditures	(17,895		)	(17,571		)
Proceeds from sale of assets	2,424			147
Net cash used in investing activities	(15,471		)	(17,424		)
Cash flows from financing activities:
Net revolver borrowings	—			—
Payments on long-term debt	(2,150		)	(32,150		)
Payments to tax authority for employee stock based compensation	(1,186		)	—
Proceeds from exercises of employee stock options	745			369
Net cash used in financing activities	(2,591		)	(31,781		)
Impact of exchange rate movements on cash	536			2,801
Net decrease in cash and cash equivalents	(44,425		)	(44,974		)
Cash and cash equivalents at the beginning of the period	51,597			109,425
Cash and cash equivalents at the end of the period	$	7,172		$	64,451

See accompanying notes to condensed consolidated financial statements.

PLY GEM HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements of Ply Gem Holdings, Inc. and its subsidiaries (referred to herein as “Ply Gem Holdings”, “Ply Gem”, the “Company”, “we”, “us”, or “our”) have been prepared in accordance with U.S. generally accepted accounting principles as described in the consolidated financial statements and related notes included in our 2016 Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 10, 2017. These statements do not include all of the information and footnotes required by U.S. generally accepted accounting principles and should be read in conjunction with our 2016 Annual Report on Form 10-K. In management’s opinion, all normal and recurring adjustments considered necessary for a fair presentation have been included. Operating results for the period from January 1, 2017 through July 1, 2017 are not necessarily indicative of the results that may be expected for the year ending December 31, 2017.

The condensed consolidated balance sheet at December 31, 2016 has been derived from the audited consolidated financial statements of Ply Gem Holdings at that date, but does not include all of the information and footnotes required by U.S. generally accepted accounting principles for complete financial statements.

The Company’s fiscal quarters are based on periods ending on the Saturday of the last week in the quarter. Therefore, the financial results of certain fiscal quarters will not be comparable to the prior and subsequent fiscal quarters. The accompanying financial statements include the Company’s condensed consolidated statements of operations and comprehensive income (loss) for the three and six months ended July 1, 2017 and July 2, 2016, the condensed consolidated statements of cash flows for the six months ended July 1, 2017 and July 2, 2016, and the condensed consolidated balance sheets as of July 1, 2017 and December 31, 2016.

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.

To a significant extent our performance is dependent 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, unemployment, and availability of consumer credit.

Principles of Consolidation

The condensed 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 condensed consolidated financial statements in conformity with U.S. generally accepted accounting principles 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 of inventories, warranty reserves, insurance reserves, legal contingencies, assumptions used in the calculation of income taxes and the tax receivable agreement liability, 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, and are based on management’s best estimates and judgments. The Company adjusts such estimates and assumptions when facts and circumstances dictate. Volatile equity markets, foreign currency, and litigation risk have combined 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.

Cash and Cash Equivalents

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

Accounts Receivable

Accounts receivable-trade are recorded at their net realizable value. The allowance for doubtful accounts was $2.6 million at July 1, 2017 and $2.7 million at December 31, 2016. The Company maintains an allowance 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 condensed consolidated balance sheets are valued at the lower of cost or net realizable value and are determined primarily 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 July 1, 2017, the Company had inventory purchase commitments of approximately $54.8 million.

Inventory provisions were approximately $8.5 million at July 1, 2017, increasing during the six months ended July 1, 2017 by $0.1 million compared to the December 31, 2016 provision balance of approximately $8.4 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. During the three and six months ended July 1, 2017, the Company recognized a $1.9 million gain on sale of a Canadian building as the Company consolidated windows and siding operations into a new leased facility in Saskatoon. The gain on sale has been recorded within selling, general, and administrative expenses in the Company's condensed consolidated statements of operations and comprehensive income (loss).

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 an undiscounted operating cash flow analysis 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 flows.

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 (“U.S. 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 in the Siding, Fencing and Stone segment. 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. There were no indicators of impairment during the three and six months ended July 1, 2017.

Goodwill and other intangible assets

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 and are assessed for impairment as necessary. The Company assesses goodwill for impairment at the November month end each year 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. There were no indicators of impairment during the three and six months ended July 1, 2017 that would trigger an interim impairment test. The Company will continue to evaluate goodwill during future periods and future declines in the residential housing and repair and remodeling markets could result in goodwill impairments.

Debt Issuance Costs

Debt issuance costs, composed of facility, agency, and certain legal fees associated with issuing new debt financing, are amortized over the contractual term of the related agreement using the effective interest method. Net debt issuance costs totaled approximately $14.8 million and $16.5 million as of July 1, 2017 and December 31, 2016, respectively, and have been recorded within long-term debt ($12.8 million at July 1, 2017 and $14.2 million at December 31, 2016) and other non-current assets ($2.0 million at July 1, 2017 and $2.3 million at December 31, 2016) in the accompanying condensed consolidated balance sheets. The debt issuance costs included in other long term assets relate to the Senior Secured Asset Based Revolving Credit Facility due 2020 ("ABL Facility"). Amortization of debt issuance costs for the three months ended July 1, 2017 and July 2, 2016 was approximately $0.9 million and $0.9 million, respectively. Amortization of debt issuance costs for the six months ended July 1, 2017 and July 2, 2016 was approximately $1.7 million and $1.7 million, respectively. Amortization of debt issuance costs is recorded in interest expense in the accompanying condensed consolidated statements of operations and comprehensive income (loss).

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 is 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 deferred 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. 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

The TRA liability generally provides for the payment by the Company to PG ITR Holdco, L.P. (the “Tax Receivable Entity”) of 85% of the amount of cash savings, if any, in the U.S. federal, state and local income tax that the Company actually realizes in periods ending after the Company's initial public offering as a result of (i) net operating loss carryovers ("NOLs") from periods ending before January 1, 2013, (ii) deductible expenses attributable to the initial public offering and (iii) deductions related to imputed interest. Since the inception of the TRA liability with the Company’s 2013 initial public offering through 2015, the Company had been in a full valuation allowance for federal purposes and had partial valuation allowances on certain state and Canadian jurisdictions. As a result of the Company’s tax valuation allowance position for federal and state purposes, the Company historically calculated the TRA liability considering (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, 2016, the Company released its valuation allowance on its federal deferred tax assets and certain state deferred tax assets for approximately $55.2 million due to positive factors outweighing negative evidence thereby allowing the Company to achieve the “more likely than not” realization threshold. The factors surrounding the release of this valuation allowance thereby eliminated any uncertainty as to future taxable income. Consequently, for purposes of calculating the TRA liability during the year ended December 31, 2016, the Company utilized future forecasts of taxable income beyond the 2016 tax year to determine the TRA liability. The Company’s future taxable income estimate was used to determine the cumulative NOLs that are expected to be utilized and the TRA liability was accordingly adjusted using the 85% TRA rate as the Company retains the benefit of 15% of the tax savings.

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.

Commitments and Contingencies

The Company accrues 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. As of July 1, 2017 and December 31, 2016, the Company did not have any insurance recoveries recognized in the condensed consolidated balance sheets.

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 entities at the exchange rates in effect at period-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 condensed consolidated balance sheets.

The Company recorded a gain from foreign currency transactions of approximately $0.6 million and $0.3 million for the three months ended July 1, 2017 and July 2, 2016, respectively. The Company recorded a gain from foreign currency transactions of approximately $0.8 million and $0.8 million for the six months ended July 1, 2017 and July 2, 2016, respectively. During the six months ended July 1, 2017, accumulated other comprehensive income (loss) included a currency translation gain of approximately $1.8 million and a gain of approximately $5.4 million for the six months ended July 2, 2016.

Derivative Financial Instruments

As of July 1, 2017, the Company had entered into foreign currency forward contract agreements to hedge approximately $38.4 million of its 2017 non-functional currency inventory purchases 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 these forward contracts as cash flow hedges. As a cash flow hedge, unrealized gains are recognized as assets while unrealized losses are recognized as liabilities. These forward contract agreements 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 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 instrument 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.

The gains and losses on derivative contracts 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. As of July 1, 2017, approximately $0.1 million of the deferred net liability 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. During the three and six months ended July 1, 2017, the Company recognized $0.3 million and $0.5 million, respectively, within earnings as a reduction to cost of goods sold in the condensed consolidated statement of operations and comprehensive income (loss). During the three and six months ended July 2, 2016, the Company recognized $0.8 million and $0.4 million, respectively, within earnings as an increase of cost of goods sold in the condensed consolidated statement of operations and comprehensive income (loss).

The fair value of the foreign currency forward contract agreements are 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 and liability included in the accompanying condensed consolidated balance sheets is as follows:



(Amounts in thousands)	July 1, 2017			December 31, 2016
Foreign currency hedge included in other current assets (accrued expenses)	$	(132	)	$	962

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 fair value of the long-term debt instruments was determined by utilizing available market information. The carrying value of the Company’s other assets and liabilities approximates their 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	$	682,500	$	682,500	$	—	$	—
Term Loan Facility	256,025		257,305		—		257,305		—
As of July 1, 2017	$	906,025	$	939,805	$	682,500	$	257,305	$	—
Liabilities:
Senior Notes-6.50%	$	650,000	$	676,000	$	676,000	$	—	$	—
Term Loan Facility	258,175		260,757		—		260,757		—
As of December 31, 2016	$	908,175	$	936,757	$	676,000	$	260,757	$	—

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 computation of the dilutive effect of other potential common shares included options and unvested restricted stock representing approximately 0.6 million and 0.6 million shares of common stock for the three and six months ended July 1, 2017, respectively. The computation of the dilutive effect of other potential common shares included options and unvested restricted stock representing approximately 0.2 million and 0.1 million shares of common stock for the three and six months ended July 2, 2016, respectively.

New Accounting Pronouncements

In May 2017, the Financial Accounting Standards Board (“FASB”) issued ASU No. 2017-09, Compensation-Stock Compensation (Topic 718): Scope of Modification Accounting. ASU 2017-09 addresses which changes to terms or conditions of a share-based payment award require the application of modification accounting within the scope of Topic 718. ASU 2017-09 is effective for annual reporting periods, and interim periods therein, beginning after December 15, 2017. The Company does not expect the adoption of this guidance to have a material impact on its consolidated financial statements.

In March 2017, the FASB issued ASU 2017-07, Compensation-Retirement Benefits (Topic 715) Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost. ASU 2017-07 changes the statement of operations presentation of defined benefit plan expense by requiring separation between operating expense (service cost component) and non-operating expense (all other components, including interest cost, amortization of prior service cost, curtailments and settlements, etc.). The operating expense component is reported with similar compensation costs while the non-operating components are reported in other income and expense. In addition, only the service cost component is eligible for capitalization as part of an asset such as inventory or property, plant and equipment. ASU 2017-07 is effective for annual reporting periods, and interim periods therein, beginning after December 15, 2017 or fiscal 2018 for the Company. The Company is currently assessing the impact that adopting this new accounting standard will have on its consolidated financial statements.

Effective January 1, 2017, the Company adopted ASU 2016-09, Improvements to Employee Share-Based Payment Accounting. The standard update simplifies several aspects of the accounting for employee share-based payment transactions, including accounting for income taxes, forfeitures, and statutory withholding requirements, as well as classification in the condensed consolidated statements of cash flows. As a result of the adoption, on a modified retrospective basis, we recognized $1.3 million of excess tax benefits during the six months ended July 1, 2017 from stock-based compensation through a cumulative-effect adjustment decreasing accumulated deficit. We elected not to change our policy on accounting for forfeitures and will continue to estimate a requisite forfeiture rate. Additional amendments to the accounting for income taxes and minimum statutory withholding requirements had no impact on the Company's results of operations.

2. GOODWILL

The Company records the excess of the fair value of the acquisition consideration over the net tangible and intangible assets of acquired companies as goodwill. The Company performs an annual test for goodwill impairment at the November month end each year 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 early adopted ASU No. 2017-04, Intangibles-Goodwill and other (Topic 350) during the six months ended July 1, 2017. As such, the Company measures the goodwill impairment as the amount by which the reporting unit's carrying value exceeds its fair value not to exceed the carrying amount of goodwill in a reporting unit. The Company has elected not to utilize the qualitative Step Zero impairment assessment. There was no goodwill impairment for the year ended December 31, 2016 and no impairment indicators that would trigger an interim impairment test during the three and six months ended July 1, 2017. However, the Company will continue to evaluate goodwill during future periods and future declines in the residential housing and repair and remodeling markets or the Company's market capitalization could result in goodwill impairments.

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 estimates single family housing starts and the repair and remodeling market's growth rates. However, there is 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 reporting unit goodwill balances were as follows as of July 1, 2017 and December 31, 2016:



(Amounts in thousands)	July 1, 2017		December 31, 2016
Siding, Fencing and Stone	$	349,244	$	348,553
Windows and Doors	130,281		129,961
	$	479,525	$	478,514

The changes in the goodwill balances from December 31, 2016 to July 1, 2017 relate to currency translation. A goodwill rollforward for 2017 is included in the table below:



	Windows and			Siding, Fencing
(Amounts in thousands)	Doors			and Stone
Balance as of December 31, 2016
Goodwill	$	457,734		$	470,780
Accumulated impairment losses	(327,773		)	(122,227		)
	$	129,961		$	348,553
Currency translation adjustments	320			691
Balance as of July 1, 2017
Goodwill	458,054			471,471
Accumulated impairment losses	(327,773		)	(122,227		)
	$	130,281		$	349,244

3. INTANGIBLE ASSETS

The table that follows presents the major components of intangible assets as of July 1, 2017 and December 31, 2016:



(Amounts in thousands)	Average Amortization Period			Accumulated			Net Carrying
	(in Years)	Cost		Amortization			Value
As of July 1, 2017:
Patents	14	$	12,770	$	(12,252	)	$	518
Trademarks/Tradenames	12	117,162		(86,176		)	30,986
Customer relationships	13	218,108		(157,261		)	60,847
Other	4	5,694		(4,090		)	1,604
Total intangible assets	12	$	353,734	$	(259,779	)	$	93,955

As of December 31, 2016:
Patents	14	$	12,770	$	(12,078	)	$	692
Trademarks/Tradenames	12	117,124		(82,723		)	34,401
Customer relationships	13	217,861		(150,310		)	67,551
Other	4	5,661		(4,146		)	1,515
Total intangible assets	12	$	353,416	$	(249,257	)	$	104,159

Amortization expense for the three months ended July 1, 2017 and July 2, 2016 was $5.3 million and $6.5 million, respectively. Amortization expense for the six months ended July 1, 2017 and July 2, 2016 was $10.6 million and $12.8 million, respectively.

Estimated amortization expense for the fiscal years 2017 through 2021 is shown in the following table:



	Amortization
(Amounts in thousands)	expense

2017 (remainder of year)	$	10,162
2018	19,948
2019	15,839
2020	11,150
2021	6,709

4. COMPREHENSIVE INCOME

Comprehensive income, net of tax is comprised of the following:



(Amounts in thousands)	For the three months ended					For the six months ended
	July 1, 2017			July 2, 2016		July 1, 2017			July 2, 2016
Net income	$	29,859		$	41,646	$	26,222		$	14,069
Foreign currency translation adjustment	1,279			584		1,844			5,357
Unrealized gain (loss) on derivative instruments	(430		)	572		(976		)	(1,149		)
Comprehensive income	$	30,708		$	42,802	$	27,090		$	18,277

5. LONG-TERM DEBT

Long-term debt in the accompanying condensed consolidated balance sheets at July 1, 2017 and December 31, 2016 consists of the following:



(Amounts in thousands)	July 1, 2017			December 31, 2016
Senior secured asset based revolving credit facility	$	—		$	—
Term Loan due 2021, net of unamortized early tender premium,
discount, and debt issuance costs of $15,200 and $17,854, respectively	240,825			240,321
6.50% Senior notes due 2022, net of unamortized early tender premium,
discount, and debt issuance costs of $45,893 and $49,935, respectively	604,107			600,065
	$	844,932		$	840,386
Less current portion of long-term debt	(4,300		)	(4,300		)
	$	840,632		$	836,086

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 (the "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 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. All issued and outstanding 6.50% Senior Notes are registered under the Securities Act. The 6.50% Senior Notes will mature on February 1, 2022. 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 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.

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 July 1, 2017, the Company's interest rate on the Term Loan Facility was 4.30%. The effective interest rate for the Term Loan is 8.78% 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.

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; (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, 2016, the Company's consolidated senior secured debt ratio was 0.93 and as a result no excess cash flow payment under the Term Loan Facility was required in 2017. However, the Company elected on March 10, 2016 and August 4, 2016 to voluntarily prepay $30.0 million on each date on the Term Loan Facility to reduce its outstanding indebtedness. The Company further elected on November 4, 2016 to voluntarily pay an additional $100.0 million on the Term Loan Facility to further reduce its outstanding indebtedness bringing our cumulative voluntary 2016 Term Loan Facility payments to $160.0 million.

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.

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 second amendment and restatement. As a result of the November 2015 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 amortizes 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 July 1, 2017, the Company’s interest rate on the ABL Facility was approximately 2.41%. 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.

As of July 1, 2017, Ply Gem Industries had approximately $340.3 million of contractual availability and approximately $294.7 million of borrowing base availability under the ABL Facility, reflecting $0.0 million of borrowings outstanding and approximately $9.7 million of letters of credit and priority payables reserves.

Loss on debt modification or extinguishment

During March 2016, the Company made a voluntarily payment of $30.0 million on the Term Loan Facility to reduce its outstanding indebtedness as allowable under the terms of the Term Loan Facility. The Company performed an analysis to determine the proper accounting treatment for this voluntary payment by evaluating the change in cash flows and determined that there were no changes in creditors as a result of the payment. Consequently, the Company recognized a loss on debt modification or extinguishment of approximately $2.4 million for the six months ended July 2, 2016, reflecting the proportionate write-off of the related debt discount and debt issuance costs associated with the $30.0 million payment, as summarized in the table below.



(Amounts in thousands)	For the six months ended
	July 1, 2017		July 2, 2016
Loss on modification of debt:
Term Loan Facility unamortized discount	$	—	$	1,915
Term Loan Facility unamortized debt issuance costs	—		484
Total loss on modification or extinguishment of debt	$	—	$	2,399

6. PENSION PLANS

The Company has two pension plans, the Ply Gem Group Pension Plan and the MW Manufacturers, Inc. Retirement Plan. 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 three months ended						For the six months ended
	July 1, 2017			July 2, 2016			July 1, 2017			July 2, 2016
Service cost	$	—		$	—		$	—		$	—
Interest cost	459			486			917			972
Expected return on plan assets	(546		)	(545		)	(1,093		)	(1,090		)
Amortization of loss	351			354			702			708
Net periodic benefit expense	$	264		$	295		$	526		$	590

7. COMMITMENTS AND CONTINGENCIES

Indemnifications

In connection with the Ply Gem acquisition, in which Ply Gem Industries was acquired from Nortek, Inc. (“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 of approximately $1.2 million and $1.4 million at July 1, 2017 and December 31, 2016, respectively. As of July 1, 2017 and December 31, 2016, the Company has recorded liabilities related to these indemnifications of approximately $0.5 million and $0.5 million, respectively, in current liabilities and $0.7 million and $0.9 million, respectively, in other long-term liabilities in the Company's condensed consolidated balance sheets, consisting of the following:



(Amounts in thousands)	July 1, 2017		December 31, 2016
Product claim liabilities	$	138	$	138
Multi-employer pension plan withdrawal liability	628		808
Other	469		500
	$	1,235	$	1,446

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 July 1, 2017 and December 31, 2016, warranty liabilities of approximately $20.1 million and $19.7 million, respectively, have been recorded in current liabilities and approximately $58.1 million and $57.6 million, respectively, have been recorded in long-term liabilities in the Company's condensed consolidated balance sheets.

Changes in the Company’s short-term and long-term warranty liabilities are as follows:



	For the three months ended						For the six months ended
(Amounts in thousands)	July 1, 2017			July 2, 2016			July 1, 2017			July 2, 2016
Balance, beginning of period	$	78,451		$	77,461		$	77,293		$	76,562
Warranty expense during period	5,545			6,143			11,708			10,802
Settlements made during period	(5,782		)	(6,191		)	(10,787		)	(9,951		)
Balance, end of period	$	78,214		$	77,413		$	78,214		$	77,413

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., 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 condensed consolidated balance sheets at July 1, 2017 and December 31, 2016. 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 the Company 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 July 1, 2017, no recovery has been recognized on the Company’s condensed consolidated balance sheet, but the Company will actively pursue 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 condensed consolidated balance sheets as of July 1, 2017 and December 31, 2016. 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.

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 condensed consolidated balance sheets at July 1, 2017 and December 31, 2016, 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 condensed 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

The Company maintains a broad range of insurance policies that 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.

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, and the District Court denied plaintiffs’ motion for class certification on September 22, 2015. 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, and on April 12, 2016, the Court of Appeals denied this 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 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 initial public offering ("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 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. On September 23, 2016, the District Court granted in part and denied in part this motion to dismiss. On February 15, 2017, plaintiff filed a motion for class certification, and on April 17, 2017, the defendants filed their opposition to this motion, and on June 1, 2017, plaintiff filed a reply in further support of the motion. The motion is pending. 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. On January 7, 2017, the parties agreed to settle this matter for approximately $1.0 million, and on June 29, 2017, the Court granted final approval of the settlement. The Company has accrued for this amount in accrued expenses as of July 1, 2017 and December 31, 2016 in the Company's condensed consolidated balance sheets.

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. On December 9, 2016, the parties agreed to settle this matter for approximately $0.9 million, and on May 22, 2017, the Court granted final approval of the settlement. The Company has accrued for this amount in accrued expenses as of July 1, 2017 and December 31, 2016 in the Company's condensed consolidated balance sheets.

In Kiefer et al. v. Simonton Building Products, LLC et al., a purported class action filed on October 17, 2016 in the United States District Court for the District of Minnesota, plaintiffs, on behalf of themselves and all others similarly situated, allege damages as a result of, among other things, the defective design and manufacture of certain Simonton windows containing two-pane insulating glass units. The plaintiffs seek a variety of relief, including (i) economic and compensatory damages, (ii) punitive or other exemplary damages, (iii) pre- and post-judgment interest, and (iv) attorneys' fees and costs of litigation. On April 17, 2017, the District Court granted the defendants’ motion to dismiss the complaint. Plaintiffs filed a notice of appeal and its appellant brief on May 16, 2017 and July 7, 2017, respectively. 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 July 1, 2017.

8. ACCRUED EXPENSES AND OTHER LONG-TERM LIABILITIES

Accrued expenses consist of the following at July 1, 2017 and December 31, 2016:



(Amounts in thousands)	July 1, 2017		December 31, 2016
Insurance	$	7,832	$	8,297
Employee compensation and benefits	24,272		27,749
Sales and marketing	46,901		59,655
Product warranty	20,146		19,718
Accrued freight	3,357		2,146
Accrued interest	17,760		17,977
Accrued environmental liability	438		434
Accrued pension	1,753		1,753
Accrued sales returns and discounts	1,451		1,199
Accrued taxes	5,628		4,966
Litigation accrual	2,575		2,575
Other	29,300		22,546
	$	161,413	$	169,015

Other long-term liabilities consist of the following at July 1, 2017 and December 31, 2016:



(Amounts in thousands)	July 1, 2017		December 31, 2016
Insurance	$	593	$	605
Pension liabilities	13,892		13,907
Multi-employer pension withdrawal liability	628		808
Product warranty	58,068		57,575
Long-term product claim liability	138		138
Long-term environmental liability	1,157		1,158
Liabilities for tax uncertainties	3,860		3,925
Litigation accrual	731		731
Other	5,421		7,548
	$	84,488	$	86,395

Long-term incentive plan

The Company has a long-term incentive plan (“LTIP”) for certain employees. The long-term incentive plan was implemented to retain and incentivize key employees. During the three months ended July 1, 2017 and July 2, 2016, the Company recognized a LTIP expense of $1.2 million and $1.8 million, respectively, which has been recorded within selling, general, and administrative expenses in the condensed consolidated statements of operations and comprehensive income (loss). During the six months ended July 1, 2017 and July 2, 2016, the Company recognized a LTIP expense of $2.7 million and $3.5 million, respectively, which has been recorded within selling, general, and administrative expenses in the condensed consolidated statements of operations and comprehensive income (loss). The LTIP liability was $6.3 million and $10.0 million as of July 1, 2017 and December 31, 2016, respectively, of which $4.9 million and $6.3 million has been recorded within accrued expenses and $1.4 million and $3.7 million in other long-term liabilities in the condensed consolidated balance sheets as of July 1, 2017 and December 31, 2016, respectively. During the six months ended July 1, 2017, the Company issued 129,176 shares of its common stock based on a December 30, 2016 closing stock price of $16.25 to settle LTIP awards of $3.3 million. In connection with this settlement, the Company paid $1.2 million to tax authorities on behalf of these employees, which has been recognized as a financing activity in the Company's condensed consolidated statement of cash flows for the six months ended July 1, 2017.

Other liabilities

During the six months ended July 1, 2017 and July 2, 2016, the Company made approximately $0.3 million and $0.5 million, in cash payments on restructuring liabilities, respectively. These payments were for a restructuring and integration program implemented in Western Canada and general back office centralization efforts incurred as well as product simplification costs incurred for the entire Windows and Doors segment.

9. INCOME TAXES

Effective tax rate

Under FASB Accounting Standards Codification 740-270, Income Taxes - Interim Reporting, each interim period is considered an integral part of the annual period and tax expense is measured using an estimated annual effective tax rate. Estimates of the annual effective tax rate at the end of interim periods are, of necessity, based on evaluation of possible future events and transactions and may be subject to subsequent refinement or revision. The Company calculates its quarterly tax provision consistent with the guidance provided by ASC 740-270, whereby the Company forecasts its estimated annual effective tax rate then applies that rate to its year-to-date pre-tax book income (loss). In addition, the Company excludes jurisdictions with a projected loss for the year or the year-to-date loss where the Company cannot recognize a tax benefit from its estimated annual effective tax rate. The impact of such an exclusion could result in a higher or lower effective tax rate during a particular quarter, based upon the mix and timing of actual earnings versus annual projections. In addition to the tax resulting from applying the estimated annual effective tax rate to pre-tax income (loss), the Company includes certain items treated as discrete events to arrive at an estimated effective tax rate. Future changes in the forecasted annual income (loss) projections, tax rate changes, or discrete tax items could result in significant adjustments to quarterly income tax expense in future periods in accordance with ASC 740-270.

For the six months ended July 1, 2017, the Company's estimated annual effective income tax rate was approximately 40.5%, which varied from the statutory rate primarily due to state income tax expense, valuation allowances, and foreign income taxes. The effective tax rate including discrete items related to unrecognized tax benefits, stock compensation, and adjustments to state income tax rates, was 41.0% for the six months ended July 1, 2017. The tax expense for the three months ended July 1, 2017 was approximately $19.5 million and the tax expense for the three months ended July 2, 2016 was approximately $2.0 million. The tax expense for the six months ended July 1, 2017 was approximately $18.2 million and the tax expense for the six months ended July 2, 2016 was approximately $0.5 million.

Valuation allowance

During the year ended December 31, 2016, the Company determined that a valuation allowance was no longer required against its federal net deferred tax assets and a portion of its state deferred tax assets. As a result, the Company released $86.5 million of its total valuation allowance during the year ended December 31, 2016 since positive evidence outweighed negative evidence thereby allowing the Company to achieve the “more likely than not” realization threshold. Of the total valuation allowance reversal of $86.5 million, $31.3 million was offset against 2016 current year tax expense with the remaining $55.2 million representing the discrete valuation allowance release.

The Company remains in a valuation allowance position against its deferred tax assets for certain state and Canadian jurisdictions as it is currently deemed "more likely than not" that the benefit of such net tax assets will not be utilized as the Company continues to be in a three-year cumulative loss position for these states and Canadian jurisdictions. The Company will continue to monitor the positive and negative factors for these jurisdictions and make further changes to the valuation allowances as necessary.

Unrecognized tax benefits

Despite the Company’s belief that its tax return positions are consistent with applicable tax laws, the Company believes that certain positions could be challenged by taxing authorities. The Company’s tax reserves reflect the difference between the tax benefit claimed on tax returns and the amount recognized in the condensed consolidated financial statements. These reserves have been established based on management’s assessment as to potential exposure attributable to permanent differences and interest and penalties applicable to both permanent and temporary differences. The tax reserves are reviewed periodically and adjusted in light of changing facts and circumstances, such as progress of tax audits, lapse of applicable statutes of limitations and changes in tax law. Certain income tax returns are under examination by various taxing authorities form time to time. During the six months ended July 1, 2017, the tax reserves decreased by approximately $0.1 million, primarily related to the lapse of applicable statutes of limitation partially offset by interest expense on remaining unrecognized tax benefits.

The liability for unrecognized tax benefits as of July 1, 2017 was approximately $3.9 million and is recorded in other long-term liabilities in the accompanying condensed consolidated balance sheet. The corresponding amount of gross unrecognized tax benefit was approximately $16.4 million. The difference between the total unrecognized tax benefits and the amount of the liability for unrecognized tax benefits represents unrecognized tax benefits that have been netted against deferred tax assets related to net operating losses in accordance with ASC 740 in addition to accrued penalties and interest.

Tax Receivable Agreement

On May 22, 2013, the Company entered into a Tax Receivable Agreement (the “Tax Receivable Agreement”) with 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) 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 up to approximately $84.4 million assuming no material changes in the relevant tax law, that the Company earns 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.

As of July 1, 2017, the Company estimates the TRA liability to be approximately $79.7 million with the remaining $4.7 million estimated for the state NOLs associated with the Tax Receivable Agreement, which have a valuation allowance. Future changes in the Company's state valuation allowance position, including the reversal of all or a portion of the Company's remaining state valuation allowance, may increase the TRA liability up to the $84.4 million estimate as the Company at that point in time will project future taxable income beyond the current fiscal year for certain state income tax purposes.

As of July 1, 2017 and December 31, 2016, the Company had a long-term liability of approximately $54.3 million and a current liability of $25.4 million, for the amount due pursuant to the Tax Receivable Agreement. The Company recognized a $0.0 million and $0.2 million expense for this liability during the three months ended July 1, 2017 and July 2, 2016, respectively. The Company recognized a $0.0 million and $18.4 million expense for this liability during the six months ended July 1, 2017 and July 2, 2016, respectively. The remaining liability will be recognized as the state valuation allowances are released in future years.

Other

As of July 1, 2017, the Company has not established U.S. deferred taxes on unremitted earnings of 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 reinvested.

10. STOCK-BASED COMPENSATION

A rollforward of stock options outstanding during the six months ended July 1, 2017 is presented below:



	Stock Options		Weighted- Average Exercise Price		Weighted- Average Remaining Contractual Term (Years)
Balance at January 1, 2017	2,495,533		$	13.96	4.35
Granted	—		—		—
Exercised	(60,353	)	12.35		—
Forfeited or expired	—		—		—
Balance at July 1, 2017	2,435,180		$	14.00	3.89

As of July 1, 2017, 2,327,618 options were 100% vested. At July 1, 2017, the Company had approximately $0.3 million of total unrecognized compensation expense that will be recognized over a weighted average period of 0.78 years. The Company recorded compensation expense of $0.1 million and $0.2 million for the three months ended July 1, 2017 and July 2, 2016, respectively, and $0.3 million and $0.4 million for the six months ended July 1, 2017 and July 2, 2016, respectively, related to stock option grants.

Restricted stock

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 vested over the 2016 calendar period and the Company expensed these items as compensation expense, ratably during 2016. During the three and six months ended July 2, 2016, the Company expensed approximately $0.1 million and $0.2 million, respectively, related to these grants in selling, general, and administrative expenses within the condensed consolidated statement of operations and comprehensive income (loss).

During December 2016, the Company issued an aggregate of 19,420 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 2017 calendar year and the Company will expense these items as compensation expense ratably during 2017. During the three and six months ended July 1, 2017, the Company expensed approximately $0.1 million and $0.2 million, related to these grants in selling, general, and administrative expenses within the condensed consolidated statement of operations and comprehensive income (loss).

11. 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 that 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, and accounting expenses. 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:



(Amounts in thousands)	For the three months ended						For the six months ended
	July 1, 2017			July 2, 2016			July 1, 2017			July 2, 2016
Net sales
Siding, Fencing and Stone	$	263,593		$	244,411		$	454,430		$	420,787
Windows and Doors	281,174			266,134			520,352			498,372
	$	544,767		$	510,545		$	974,782		$	919,159
Operating earnings (loss)
Siding, Fencing and Stone	$	47,580		$	51,305		$	67,403		$	71,678
Windows and Doors	24,725			18,001			26,154			16,751
Unallocated	(6,206		)	(7,124		)	(15,632		)	(16,671		)
	$	66,099		$	62,182		$	77,925		$	71,758

	Total assets as of
	July 1, 2017			December 31, 2016
Total assets
Siding, Fencing and Stone	$	767,642		$	691,930
Windows and Doors	533,431			509,055
Unallocated	9,009			56,756
	$	1,310,082		$	1,257,741

12. RELATED PARTY TRANSACTIONS

During March 2015, the Company entered into 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. As of July 1, 2017 and December 31, 2016, these retention payments have been accrued at $3.5 million and $2.8 million, respectively, in accrued expenses on the Company's condensed consolidated balance sheets.

13. 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 July 1, 2017 and December 31, 2016, and for the three and six months ended July 1, 2017 and July 2, 2016. The non-guarantor information presented represents our Canadian subsidiaries: Gienow and Mitten.



PLY GEM HOLDINGS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)
Three months ended July 1, 2017
(Amounts in thousands)	Guarantor		Issuer						Non-
	Ply Gem		Ply Gem			Guarantor			Guarantor			Consolidating
	Holdings, Inc.		Industries, Inc.			Subsidiaries			Subsidiaries			Adjustments			Consolidated
Net sales	$	—	$	—		$	488,884		$	55,883		$	—		$	544,767
Cost of products sold	—		—			366,325			41,554			—			407,879
Gross profit	—		—			122,559			14,329			—			136,888
Operating expenses:
Selling, general and administrative expenses	—		6,206			49,494			9,831			—			65,531
Intercompany administrative charges	—		—			9,141			1,713			(10,854		)	—
Amortization of intangible assets	—		—			4,221			1,037			—			5,258
Total operating expenses	—		6,206			62,856			12,581			(10,854		)	70,789
Operating earnings (loss)	—		(6,206		)	59,703			1,748			10,854			66,099
Foreign currency gain	—		—			—			617			—			617
Intercompany interest	—		14,219			(13,873		)	(346		)	—			—
Interest expense	—		(17,399		)	—			—			—			(17,399		)
Interest income	—		10			5			4			—			19
Intercompany administrative income	—		10,854			—			—			(10,854		)	—
Income before equity in subsidiaries' income	—		1,478			45,835			2,023			—			49,336
Equity in subsidiaries' income	29,859		28,381			—			—			(58,240		)	—
Income before provision for income taxes	29,859		29,859			45,835			2,023			(58,240		)	49,336
Provision for income taxes	—		—			19,316			161			—			19,477
Net income	$	29,859	$	29,859		$	26,519		$	1,862		$	(58,240	)	$	29,859

Other comprehensive income (loss):
Foreign currency translation adjustments	—		—			—			1,279			—			1,279
Unrealized loss on derivative instruments	—		—			—			(430		)	—			(430		)
Total comprehensive income	$	29,859	$	29,859		$	26,519		$	2,711		$	(58,240	)	$	30,708



PLY GEM HOLDINGS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)
Three months ended July 2, 2016
(Amounts in thousands)	Guarantor		Issuer						Non-
	Ply Gem		Ply Gem			Guarantor			Guarantor			Consolidating
	Holdings, Inc.		Industries, Inc.			Subsidiaries			Subsidiary			Adjustments			Consolidated
Net sales	$	—	$	—		$	457,654		$	52,891		$	—		$	510,545
Cost of products sold	—		—			334,668			40,588			—			375,256
Gross profit	—		—			122,986			12,303			—			135,289
Operating expenses:
Selling, general and administrative expenses	—		7,124			48,268			11,256			—			66,648
Intercompany administrative charges	—		—			10,736			549			(11,285		)	—
Amortization of intangible assets	—		—			5,373			1,086			—			6,459
Total operating expenses	—		7,124			64,377			12,891			(11,285		)	73,107
Operating earnings (loss)	—		(7,124		)	58,609			(588		)	11,285			62,182
Foreign currency gain	—		—			—			255			—			255
Intercompany interest	—		15,928			(15,213		)	(715		)	—			—
Interest expense	—		(18,534		)	—			—			—			(18,534		)
Interest income	—		1			4			4			—			9
Tax receivable agreement liability adjustment	—		(241		)	—			—			—			(241		)
Intercompany administrative income	—		11,285			—			—			(11,285		)	—
Income (loss) before equity in subsidiaries' income (loss)	—		1,315			43,400			(1,044		)	—			43,671
Equity in subsidiaries' income (loss)	41,646		40,331			—			—			(81,977		)	—
Income (loss) before provision for income taxes	41,646		41,646			43,400			(1,044		)	(81,977		)	43,671
Provision for income taxes	—		—			1,161			864			—			2,025
Net income (loss)	$	41,646	$	41,646		$	42,239		$	(1,908	)	$	(81,977	)	$	41,646

Other comprehensive income (loss):
Foreign currency translation adjustments	—		—			—			584			—			584
Unrealized gain on derivative instruments	—		—			—			572			—			572
Total comprehensive income (loss)	$	41,646	$	41,646		$	42,239		$	(752	)	$	(81,977	)	$	42,802



PLY GEM HOLDINGS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)
For the six months ended July 1, 2017
(Amounts in thousands)	Guarantor		Issuer						Non-
	Ply Gem		Ply Gem			Guarantor			Guarantor			Consolidating
	Holdings, Inc.		Industries, Inc.			Subsidiaries			Subsidiaries			Adjustments			Consolidated
Net sales	$	—	$	—		$	878,467		$	96,315		$	—		$	974,782
Cost of products sold	—		—			674,441			73,928			—			748,369
Gross profit	—		—			204,026			22,387			—			226,413
Operating expenses:
Selling, general and administrative expenses	—		15,632			100,103			22,151			—			137,886
Intercompany administrative charges	—		—			24,084			1,838			(25,922		)	—
Amortization of intangible assets	—		—			8,462			2,140			—			10,602
Total operating expenses	—		15,632			132,649			26,129			(25,922		)	148,488
Operating earnings (loss)	—		(15,632		)	71,377			(3,742		)	25,922			77,925
Foreign currency gain	—		—			—			772			—			772
Intercompany interest	—		28,433			(26,509		)	(1,924		)	—			—
Interest expense	—		(34,285		)	—			—			—			(34,285		)
Interest income	—		12			13			8			—			33
Intercompany administrative income	—		25,922			—			—			(25,922		)	—
Income (loss) before equity in subsidiaries' income (loss)	—		4,450			44,881			(4,886		)	—			44,445
Equity in subsidiaries' income (loss)	26,222		21,772			—			—			(47,994		)	—
Income (loss) before provision (benefit) for income taxes	26,222		26,222			44,881			(4,886		)	(47,994		)	44,445
Provision (benefit) for income taxes	—		—			19,365			(1,142		)	—			18,223
Net income (loss)	$	26,222	$	26,222		$	25,516		$	(3,744	)	$	(47,994	)	$	26,222

Other comprehensive income (loss):
Foreign currency translation adjustments	—		—			—			1,844			—			1,844
Unrealized loss on derivative instruments	—		—			—			(976		)	—			(976		)
Total comprehensive income (loss)	$	26,222	$	26,222		$	25,516		$	(2,876	)	$	(47,994	)	$	27,090



PLY GEM HOLDINGS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)
For the six months ended July 2, 2016
(Amounts in thousands)	Guarantor		Issuer						Non-
	Ply Gem		Ply Gem			Guarantor			Guarantor			Consolidating
	Holdings, Inc.		Industries, Inc.			Subsidiaries			Subsidiary			Adjustments			Consolidated
Net sales	$	—	$	—		$	827,168		$	91,991		$	—		$	919,159
Cost of products sold	—		—			624,540			72,629			—			697,169
Gross profit	—		—			202,628			19,362			—			221,990
Operating expenses:
Selling, general and administrative expenses	—		16,671			97,291			23,421			—			137,383
Intercompany administrative charges	—		—			18,539			2,222			(20,761		)	—
Amortization of intangible assets	—		—			10,667			2,182			—			12,849
Total operating expenses	—		16,671			126,497			27,825			(20,761		)	150,232
Operating earnings (loss)	—		(16,671		)	76,131			(8,463		)	20,761			71,758
Foreign currency gain	—		—			—			839			—			839
Intercompany interest	—		31,861			(29,924		)	(1,937		)	—			—
Interest expense	—		(37,225		)	—			(1		)	—			(37,226		)
Interest income	—		3			6			10			—			19
Loss on modification or extinguishment of debt	—		(2,399		)	—			—			—			(2,399		)
Tax receivable agreement liability adjustment	—		18,391			—			—			—			18,391
Intercompany administrative income	—		20,761			—			—			(20,761		)	—
Income (loss) before equity in subsidiaries' income (loss)	—		(22,061		)	46,213			(9,552		)	—			14,600
Equity in subsidiaries' income (loss)	14,069		36,130			—			—			(50,199		)	—
Income (loss) before provision (benefit) for income taxes	14,069		14,069			46,213			(9,552		)	(50,199		)	14,600
Provision (benefit) for income taxes	—		—			634			(103		)	—			531
Net income (loss)	$	14,069	$	14,069		$	45,579		$	(9,449	)	$	(50,199	)	$	14,069

Other comprehensive income (loss):
Foreign currency translation adjustments	—		—			—			5,357			—			5,357
Unrealized loss on derivative instrument	—		—			—			(1,149		)	—			(1,149		)
Total comprehensive income (loss)	$	14,069	$	14,069		$	45,579		$	(5,241	)	$	(50,199	)	$	18,277



PLY GEM HOLDINGS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATING BALANCE SHEET
As of July 1, 2017
(Amounts in thousands)	Guarantor			Issuer						Non-
	Ply Gem			Ply Gem			Guarantor			Guarantor			Consolidating
ASSETS	Holdings, Inc.			Industries, Inc.			Subsidiaries			Subsidiaries			Adjustments			Consolidated
Current Assets:
Cash and cash equivalents	$	—		$	—		$	—		$	7,172		$	—		$	7,172
Accounts receivable, net	—			—			264,673			31,460			—			296,133
Inventories:
Raw materials	—			—			80,990			6,097			—			87,087
Work in process	—			—			27,663			1,786			—			29,449
Finished goods	—			—			62,541			15,809			—			78,350
Total inventory	—			—			171,194			23,692			—			194,886
Prepaid expenses and other current assets	—			2,585			22,477			3,061			—			28,123
Total current assets	—			2,585			458,344			65,385			—			526,314
Investments in subsidiaries	35,782			(152,287		)	—			—			116,505			—
Property and Equipment, at cost:
Land	—			—			7,553			654			—			8,207
Buildings and improvements	—			518			62,476			4,180			—			67,174
Machinery and equipment	—			3,263			405,328			21,363			—			429,954
Total property and equipment	—			3,781			475,357			26,197			—			505,335
Less accumulated depreciation	—			(759		)	(325,086		)	(11,903		)	—			(337,748		)
Total property and equipment, net	—			3,022			150,271			14,294			—			167,587
Other Assets:
Intangible assets, net	—			—			83,314			10,641			—			93,955
Goodwill	—			—			449,366			30,159			—			479,525
Deferred income taxes	—			—			34,562			—			—			34,562
Intercompany note receivable	—			1,137,073			—			—			(1,137,073		)	—
Other	—			3,402			4,737			—			—			8,139
Total other assets	—			1,140,475			571,979			40,800			(1,137,073		)	616,181
	$	35,782		$	993,795		$	1,180,594		$	120,479		$	(1,020,568	)	$	1,310,082

LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
Current Liabilities:
Accounts payable	$	—		$	94		$	89,925		$	12,568		$	—		$	102,587
Accrued expenses	—			26,280			113,460			21,673			—			161,413
Current portion of payable to related parties pursuant to tax receivable agreement	—			25,383			—			—			—			25,383
Current portion of long-term debt	—			4,300			—			—			—			4,300
Total current liabilities	—			56,057			203,385			34,241			—			293,683
Deferred income taxes	—			—			—			1,161			—			1,161
Intercompany note payable	—			—			1,021,161			115,912			(1,137,073		)	—
Long-term portion of payable to related parties pursuant to tax receivable agreement	—			54,336			—			—			—			54,336
Other long-term liabilities	—			6,988			72,340			5,160			—			84,488
Long-term debt	—			840,632			—			—			—			840,632
Commitments and contingencies
Stockholders' Equity (Deficit):
Preferred stock	—			—			—			—			—			—
Common stock	685			685			—			—			(685		)	685
Additional paid-in-capital	754,716			754,716			296,496			21,001			(1,072,213		)	754,716
Accumulated deficit	(687,195		)	(687,195		)	(397,106		)	(40,056		)	1,124,357			(687,195		)
Accumulated other comprehensive loss	(32,424		)	(32,424		)	(15,682		)	(16,940		)	65,046			(32,424		)
Total stockholders' equity (deficit)	35,782			35,782			(116,292		)	(35,995		)	116,505			35,782
	$	35,782		$	993,795		$	1,180,594		$	120,479		$	(1,020,568	)	$	1,310,082



PLY GEM HOLDINGS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATING BALANCE SHEET
As of December 31, 2016
(Amounts in thousands)	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	$	—		$	50,035		$	(10,918	)	$	12,480		$	—		$	51,597
Accounts receivable, net	—			—			189,983			19,936			—			209,919
Inventories:
Raw materials	—			—			63,829			5,810			—			69,639
Work in process	—			—			23,007			1,614			—			24,621
Finished goods	—			—			54,346			13,350			—			67,696
Total inventory	—			—			141,182			20,774			—			161,956
Prepaid expenses and other current assets	—			1,276			21,940			3,634			—			26,850
Total current assets	—			51,311			342,187			56,824			—			450,322
Investments in subsidiaries	4,106			(231,236		)	—			—			227,130			—
Property and Equipment, at cost:
Land	—			—			7,487			762			—			8,249
Buildings and improvements	—			510			63,000			4,441			—			67,951
Machinery and equipment	—			1,675			392,068			19,822			—			413,565
Total property and equipment	—			2,185			462,555			25,025			—			489,765
Less accumulated depreciation	—			(665		)	(312,759		)	(10,785		)	—			(324,209		)
Total property and equipment, net	—			1,520			149,796			14,240			—			165,556
Other Assets:
Intangible assets, net	—			—			91,748			12,411			—			104,159
Goodwill	—			—			449,366			29,148			—			478,514
Deferred income taxes	—			—			50,347						—			50,347
Intercompany note receivable	—			1,135,073			—			—			(1,135,073		)	—
Other	—			3,925			4,918			—			—			8,843
Total other assets	—			1,138,998			596,379			41,559			(1,135,073		)	641,863
	$	4,106		$	960,593		$	1,088,362		$	112,623		$	(907,943	)	$	1,257,741

LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
Current Liabilities:
Accounts payable	$	—		$	377		$	64,206		$	10,815		$	—		$	75,398
Accrued expenses	—			29,812			124,723			14,480			—			169,015
Current portion of payable to related parties pursuant to tax receivable agreement	—			25,383			—			—			—			25,383
Current portion of long-term debt	—			4,300			—			—			—			4,300
Total current liabilities	—			59,872			188,929			25,295			—			274,096
Deferred income taxes	—			—			—			2,722			—			2,722
Intercompany note payable	—			—			1,026,657			108,416			(1,135,073		)	—
Long-term portion of payable to related parties pursuant to tax receivable agreement	—			54,336			—			—			—			54,336
Other long-term liabilities	—			6,193			74,835			5,367			—			86,395
Long-term debt	—			836,086			—			—			—			836,086
Commitments and contingencies
Stockholders' Equity (Deficit):
Preferred stock	—			—			—			—			—			—
Common stock	683			683			—			—			(683		)	683
Additional paid-in-capital	751,452			751,452			236,242			26,464			(1,014,158		)	751,452
Accumulated deficit	(714,737		)	(714,737		)	(422,622		)	(36,312		)	1,173,671			(714,737		)
Accumulated other comprehensive loss	(33,292		)	(33,292		)	(15,679		)	(19,329		)	68,300			(33,292		)
Total stockholders' equity (deficit)	4,106			4,106			(202,059		)	(29,177		)	227,130			4,106
	$	4,106		$	960,593		$	1,088,362		$	112,623		$	(907,943	)	$	1,257,741



PLY GEM HOLDINGS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS
For the six months ended July 1, 2017
(Amounts in thousands)	Guarantor			Issuer						Non-
	Ply Gem			Ply Gem			Guarantor			Guarantor			Consolidating
	Holdings, Inc.			Industries, Inc.			Subsidiaries			Subsidiaries			Adjustments			Consolidated
Cash flows from operating activities:
Net income (loss)	$	26,222		$	26,222		$	25,516		$	(3,744	)	$	(47,994	)	$	26,222
Adjustments to reconcile net income (loss)
to cash provided by (used in) operating activities:
Depreciation and amortization expense	—			93			23,086			3,376			—			26,555
Non-cash restructuring costs	—			—			1,064			—			—			1,064
Non-cash interest expense, net	—			6,997			—			—			—			6,997
Gain on foreign currency transactions	—			—			—			(772		)	—			(772		)
Stock based compensation	—			422			—			—			—			422
Deferred income taxes	—			—			17,095			(1,587		)	—			15,508
Reduction in tax uncertainty,
net of valuation allowance	—			—			(65		)	—			—			(65		)
Equity in subsidiaries' net income (loss)	(26,222		)	(21,772		)	—			—			47,994			—
Gain on sale of building	—			—			—			(1,880		)	—			(1,880		)
Other	—			—			(54		)	—			—			(54		)
Changes in operating assets and liabilities:
Accounts receivable, net	—			—			(75,445		)	(10,473		)	—			(85,918		)
Inventories	—			—			(30,731		)	(2,139		)	—			(32,870		)
Prepaid expenses and other assets	—			(1,205		)	(501		)	(152		)	—			(1,858		)
Accounts payable	—			(283		)	28,848			(1,338		)	—			27,227
Accrued expenses	—			611			(657		)	(6,863		)	—			(6,909		)
Cash payments on restructuring liabilities	—			—			(257		)	—			—			(257		)
Other	—			—			—			(311		)	—			(311		)
Net cash provided by (used in)
operating activities	—			11,085			(12,101		)	(25,883		)	—			(26,899		)
Cash flows from investing activities:
Capital expenditures	—			(1,620		)	(15,198		)	(1,077		)	—			(17,895		)
Proceeds from sale of assets	—			—			69			2,355			—			2,424
Net cash provided by (used in)
investing activities	—			(1,620		)	(15,129		)	1,278			—			(15,471		)
Cash flows from financing activities:
Net revolver borrowings	—			—			—			—			—			—
Payments on long-term debt	—			(2,150		)	—			—			—			(2,150		)
Payments to tax authority for employee stock based compensation	—			(1,186		)	—			—			—			(1,186		)
Proceeds from exercises of employee stock options	—			745			—			—			—			745
Proceeds from intercompany
investment	—			(56,909		)	38,148			18,761			—			—
Net cash provided by (used in)
financing activities	—			(59,500		)	38,148			18,761			—			(2,591		)
Impact of exchange rate movements on cash	—			—			—			536			—			536
Net increase (decrease) in cash and cash equivalents	—			(50,035		)	10,918			(5,308		)	—			(44,425		)
Cash and cash equivalents at the
beginning of the period	—			50,035			(10,918		)	12,480			—			51,597
Cash and cash equivalents at the end
of the period	$	—		$	—		$	—		$	7,172		$	—		$	7,172



PLY GEM HOLDINGS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS
For the six months ended July 2, 2016
(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)	$	14,069		$	14,069		$	45,579		$	(9,449	)	$	(50,199	)	$	14,069
Adjustments to reconcile net income (loss)
to cash provided by (used in) operating activities:
Depreciation and amortization expense	—			88			24,908			3,347			—			28,343
Non-cash restructuring expense	—			—			—			480			—			480
Non-cash interest expense, net	—			6,960			—			—			—			6,960
Gain on foreign currency transactions	—			—			—			(839		)	—			(839		)
Loss on modification or extinguishment of debt	—			2,399			—			—			—			2,399
Stock based compensation	—			596			—			—			—			596
Deferred income taxes	—			—			(240		)	(151		)	—			(391		)
Tax receivable agreement liability adjustment	—			18,391			—			—			—			18,391
Increase in tax uncertainty,
net of valuation allowance	—			—			125			—			—			125
Equity in subsidiaries' net income (loss)	(14,069		)	(36,130		)	—			—			50,199			—
Other	—			—			(5		)	—			—			(5		)
Changes in operating assets and liabilities:
Accounts receivable, net	—			—			(61,978		)	(3,911		)	—			(65,889		)
Inventories	—			—			(10,771		)	454			—			(10,317		)
Prepaid expenses and other assets	—			(117		)	(216		)	80			—			(253		)
Accounts payable	—			14			6,115			2,237			—			8,366
Accrued expenses	—			(2,255		)	4,736			(2,061		)	—			420
Cash payments on restructuring liabilities	—			—			(112		)	(435		)	—			(547		)
Other	—			—			—			(478		)	—			(478		)
Net cash provided by (used in)
operating activities	—			4,015			8,141			(10,726		)	—			1,430
Cash flows from investing activities:
Capital expenditures	—			(1,134		)	(14,950		)	(1,487		)	—			(17,571		)
Proceeds from sale of assets	—			—			57			90			—			147
Net cash used in
investing activities	—			(1,134		)	(14,893		)	(1,397		)	—			(17,424		)
Cash flows from financing activities:
Net revolver borrowings	—			—			—			—			—			—
Payments on long-term debt	—			(32,150		)	—			—			—			(32,150		)
Proceeds from exercises of employee stock options	—			369			—			—			—			369
Proceeds from intercompany
investment	—			(1,819		)	3,262			(1,443		)	—			—
Net cash provided by (used in)
financing activities	—			(33,600		)	3,262			(1,443		)	—			(31,781		)
Impact of exchange rate movement on cash	—			—			—			2,801			—			2,801
Net decrease in cash and cash equivalents	—			(30,719		)	(3,490		)	(10,765		)	—			(44,974		)
Cash and cash equivalents at the
beginning of the period	—			94,692			(4,944		)	19,677			—			109,425
Cash and cash equivalents at the end
of the period	$	—		$	63,973		$	(8,434	)	$	8,912		$	—		$	64,451

Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The information contained in this discussion and in the unaudited condensed consolidated financial statements and accompanying notes presented in this Quarterly Report on Form 10-Q should be read in conjunction with information set forth in Ply Gem Holdings’ Annual Report on Form 10-K for the year ended December 31, 2016. Certain statements in this “Management’s Discussion and Analysis of Financial Condition and Results of Operations” are “forward-looking statements.” See “Special Note Regarding Forward-Looking Statements.” As used in this Quarterly Report on Form 10-Q, the “Company”, “we”, “us”, and “our” refer to Ply Gem Holdings and its subsidiaries, except where the context otherwise requires or as otherwise indicated.

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 48% and 52% of our net sales, respectively, for the three months ended July 1, 2017. 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.

Since we incorporated in 2004, we have acquired ten additional businesses to complement and expand our product portfolio and geographic diversity, including one acquisition during 2014 and one during 2015. On September 19, 2014, we acquired all of the issued and outstanding shares of common stock of Fortune Brands Windows, Inc. ("Simonton"), a manufacturer of windows, for a purchase price of $130.0 million. On May 29, 2015, we 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. Simonton is included in our Windows and Doors segment while Canyon Stone is included in our Siding, Fencing, and Stone segment.

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 merged with and into Ply Gem Prime, with Ply Gem Prime being the surviving corporation. In May 2013, as part of the reorganization in connection with our initial public offering ("IPO"), Ply Gem Prime merged with and into us. The Company issued 18,157,895 shares of common stock at its IPO and received gross proceeds of approximately $381.3 million.

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.

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 expenses. Selling, general and administrative expenses (“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 and amortization of intangible assets.

Impact of commodity pricing

PVC resin, aluminum, and glass are major components in the production of our products and changes in PVC resin, aluminum, and glass 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 in any other period of the year. As a result, we have historically had lower profits or higher losses in the first quarter, and reduced profits in the fourth quarter of each calendar year due to the weather. 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

Our discussion and analysis of financial condition and results of operations are based upon our condensed consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States, or GAAP. The preparation of our financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent liabilities. We base these estimates on our historical experience and on various other assumptions that we believe to be reasonable under the circumstances, and these estimates form the basis for our judgments concerning the carrying values of assets and liabilities that are not readily apparent from other sources. By their nature, these estimates and judgments are subject to an inherent degree of uncertainty. We periodically evaluate these estimates and judgments based on available information and experience. Actual results could differ from our estimates under different assumptions and conditions. If actual results significantly differ from our estimates, our financial condition and results of operations could be materially impacted. For more information regarding our critical accounting policies and estimates please refer to Management’s Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Policies contained in our Annual Report on Form 10-K for the year ended December 31, 2016 and Note 1 to our consolidated financial statements. There have been no material changes to the critical accounting policies previously disclosed in that report.

Results of Operations

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



	For the three months ended						For the six months ended
(Amounts in thousands)	July 1, 2017			July 2, 2016			July 1, 2017			July 2, 2016
	(unaudited)			(unaudited)			(unaudited)			(unaudited)
Net sales
Siding, Fencing and Stone	$	263,593		$	244,411		$	454,430		$	420,787
Windows and Doors	281,174			266,134			520,352			498,372
Operating earnings (loss)
Siding, Fencing and Stone	47,580			51,305			67,403			71,678
Windows and Doors	24,725			18,001			26,154			16,751
Unallocated	(6,206		)	(7,124		)	(15,632		)	(16,671		)
Foreign currency gain
Siding, Fencing and Stone	224			129			243			203
Windows and Doors	393			126			529			636
Interest income (expense), net
Siding, Fencing and Stone	5			6			13			9
Windows and Doors	4			2			8			6
Unallocated	(17,389		)	(18,533		)	(34,273		)	(37,222		)
Income tax provision
Unallocated	(19,477		)	(2,025		)	(18,223		)	(531		)
Tax Receivable Agreement liability adjustment
Unallocated	—			(241		)	—			(18,391		)
Loss on modification or extinguishment of debt
Unallocated	—			—			—			(2,399		)

Net income	$	29,859		$	41,646		$	26,222		$	14,069

Our business is seasonal and the results of operations for the periods presented are not necessarily indicative of the results for a full fiscal year or any future period.

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. 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.

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.

Siding, Fencing and Stone Segment



	For the three months ended
(Amounts in thousands)	July 1, 2017				July 2, 2016
	(unaudited)				(unaudited)
Statement of operations data:
Net sales	$	263,593	100.0	%	$	244,411	100.0	%
Gross profit	73,032		27.7	%	77,747		31.8	%
SG&A expense	23,270		8.8	%	23,067		9.4	%
Amortization of intangible assets	2,182		0.8	%	3,375		1.4	%
Operating earnings	47,580		18.1	%	51,305		21.0	%
Currency transaction gain	224		0.1	%	129		0.1	%

Net Sales

Net sales for the three months ended July 1, 2017 increased $19.2 million or 7.8% as compared to the three months ended July 2, 2016. The 7.8% net sales increase was driven by a $18.4 million or 8.2% net sales increase for the U.S. market and a net sales increase of $0.8 million or 3.9% for the Canadian market. In the U.S. market, the 8.2% net sales increase resulted from improved U.S. market demand for our products, new business wins, and higher average selling prices, which increased in response to rising material costs. The favorable demand factors in the U.S. increased our unit sales by 7.0% during the three months ended July 1, 2017 compared to the three months ended July 2, 2016. Our average selling prices increased 1.7% in response to higher commodity costs resulting in higher net sales of approximately $3.6 million during the three months ended July 1, 2017 compared to the three months ended July 2, 2016. Overall, we achieved the 8.2% net sales increase in the U.S. market from improved volume, price, and market share gains that were partially offset by inventory buybacks of $0.6 million during the three months ended July 1, 2017. In Canada, we achieved a 3.9% net sales increase primarily driven by increased unit volume sales of 2.6% for our vinyl siding products in Canada partially offset by an unfavorable foreign currency impact of $0.9 million. Our improved net sales in the Canadian market continues to reflect the stabilization in the Canadian market despite the challenging conditions that currently exist in Canada from the significant decline in energy prices that have stymied housing and economic development particularly in Western Canada for the last several years.

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 December 2016 to March 2017 directly impacts the demand for our products for the three months ended July 1, 2017. According to the U.S. Census Bureau, single family housing starts increased 4.0% during this lag affected time period reflecting these improved market conditions. Specifically, the heavy vinyl siding geographic areas in the Northeast decreased 0.9% while the Midwest increased 8.3% during this period. In addition to the new construction market improvement, remodeling activity, according to the Leading Indicator of Remodeling Activity (“LIRA”), reflected the 2017 second quarter trailing twelve months increasing 6.6% compared to the 2016 period. However, due to the relative high dollar value or “big ticket” nature of our replacement products, we believe that true remodeling market demand for our big ticket exterior products actually increased approximately 3.0%. Since our Siding, Fencing, and Stone segment is heavily weighted to the repair and remodeling market, we estimate the weighted average U.S. market increase to be 3.4% for the three months ended July 1, 2017, which we exceeded with our 7.0% unit net sales increase in the U.S. for the three months ended July 1, 2017. Our 7.0% unit sales increase also exceeded the market indicators as reported by the Vinyl Siding Institute which reported that U.S. vinyl siding industry shipments increased 2.8% during the period. The improved U.S. market conditions accounted for the majority of the 8.2% net sales increase achieved during the three months ended July 1, 2017, however our sales also benefited from new business wins which we believe is demonstrated by the improvement in our U.S. market position in vinyl siding, which increased from 39.9% to 40.6% for the comparable three month period, while our share of the Canadian vinyl siding market improved from 32.9% to 33.2% for the comparable three month period.

For the three months ended July 1, 2017 and July 2, 2016, the percentage of net sales in vinyl siding and metal accessories represented approximately 57.6% and 24.4% and 57.5% and 25.0%, respectively, with our net sales of other products comprising approximately 18.0% and 17.5%.

Gross Profit

Gross profit for the three months ended July 1, 2017 decreased $4.7 million or 6.1% as compared to the three months ended July 2, 2016. The gross profit decrease for the three months ended July 1, 2017 resulted from higher raw material input costs that fully offset the 7.8% net sales increase and the 1.7% increase in average selling prices. The Midwest Ingot price of aluminum and PVC resin increased 21.0% and 9.6%, respectively, during the three months ended July 1, 2017 relative to the three months ended July 2, 2016. This unfavorable net material cost pricing decreased gross profit by approximately $10.6 million during the three months ended July 1, 2017 relative to the three months ended July 2, 2016. Although we were able to partially offset this $10.6 million with selling price increases that were implemented during the first quarter of 2017, our realization from these early price increases was below expectations due to timing and market acceptance, thus we announced additional price increases during the three months ended July 1, 2017. These additional price increases are expected to improve gross margins during the second half of 2017. While historically we have successfully demonstrated our ability to pass along these material cost increases to customers, which enables our gross margins to be remain relatively stable over an annualized period, our gross profit margins may be compressed during periods of rising raw material costs and expand as our selling price increases take effect or material inflation abates. In addition to the higher material costs, we also incurred unfavorable mix from the $3.1 million increase in metal sales during the three months ended July 1, 2017 compared to the three months ended July 2, 2016, which carry lower gross profit margins than vinyl sales. In addition to the higher material costs and unfavorable mix, we experienced higher freight and operating costs during the three months ended July 1, 2017 compared to the three months ended July 2, 2016.

As a percentage of net sales, gross profit decreased from 31.8% for the three months ended July 2, 2016 to 27.7% for the three months ended July 1, 2017. The 410 basis point decrease for the three months ended July 1, 2017 resulted from increased raw material costs primarily for aluminum and PVC resin that were not fully offset during the period by increased selling prices. In addition, our gross profit margins were unfavorably impacted by higher operating costs during the three month period ended July 1, 2017.

Selling, general and administrative expenses

SG&A expense for the three months ended July 1, 2017 increased a nominal $0.2 million or 0.9% compared to the three months ended July 2, 2016. As a percentage of net sales, SG&A expense decreased 60 basis points from 9.4% for the three months ended July 2, 2016 to 8.8% for the three months ended July 1, 2017 as a result of improved leverage on the fixed component of our SG&A expense.

Amortization of intangible assets

Amortization expense for the three months ended July 1, 2017 decreased $1.2 million or 35.3% compared to the three months ended July 2, 2016 due to certain customer relationship intangible assets becoming fully amortized during the year ended December 31, 2016. As a percentage of net sales, amortization expense decreased to 0.8% for the three months ended July 1, 2017 from 1.4% for the three months ended July 2, 2016.

Currency transaction gain

The currency transaction gain for the three months ended July 1, 2017 was $0.2 million resulting from the impact of the Canadian dollar fluctuation. The currency transaction gain for the three months ended July 2, 2016 was a nominal $0.1 million resulting from the fluctuation in the Canadian dollar during the period.



	For the six months ended
(Amounts in thousands)	July 1, 2017				July 2, 2016
	(unaudited)				(unaudited)
Statement of operations data:
Net sales	$	454,430	100.0	%	$	420,787	100.0	%
Gross profit	118,995		26.2	%	124,011		29.5	%
SG&A expense	47,146		10.4	%	45,657		10.9	%
Amortization of intangible assets	4,446		1.0	%	6,676		1.6	%
Operating earnings	67,403		14.8	%	71,678		17.0	%
Currency transaction gain	243		0.1	%	203		0.05	%

Net Sales

Net sales for the six months ended July 1, 2017 increased $33.6 million or 8.0% as compared to the six months ended July 2, 2016. Overall, we achieved a 8.0% net sales increase for the six months ended July 1, 2017 compared to the six months ended July 2, 2016 despite having one less shipping day during the six months ended July 1, 2017 compared to the six months ended July 2, 2016 due to the timing of our fiscal calendar, which lowered net sales $2.6 million. The 8.0% net sales increase was driven by a $32.2 million or 8.3% net sales increase for the U.S. market and a net sales increase of $1.4 million or 4.3% for the Canadian market. In the U.S. market, the 8.3% net sales increase resulted from improved U.S. market demand for our products, new business wins, and higher average selling prices, which increased in response to higher material costs. The favorable demand factors in the U.S. increased our unit sales by 7.0% during the six months ended July 1, 2017 compared to the six months ended July 2, 2016. Our average selling prices increased 1.4% in response to higher commodity costs resulting in higher net sales of approximately $5.2 million during the six months ended July 1, 2017 compared to the six months ended July 2, 2016. Overall, we achieved the favorable 8.3% net sales increase from improved volume, price, and market share gains partially offset by inventory buybacks of $1.2 million during the six months ended July 1, 2017. In Canada, we achieved a 4.3% net sales increase primarily driven by increased unit volume sales of 4.6% for our vinyl siding products. Our net sales in the Canadian market continues to reflect the stabilization in the Canadian market despite the challenging conditions that currently exist in Canada from the significant decline in energy prices that have stymied housing and economic development particularly in Western Canada for the last several years.

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 2016 to March 2017 directly impacts the demand for our products for the six months ended July 1, 2017. According to the U.S. Census Bureau, single family housing starts increased 7.9% during this lag affected time period reflecting these improved market conditions. In addition to the new construction market improvement, remodeling activity, according to LIRA, reflected the 2017 second quarter trailing twelve months increasing 6.6% compared to the 2016 period. However, due to the relative high dollar value or “big ticket” nature of our replacement products, we believe that true remodeling market demand for our big ticket exterior products actually increased approximately 3.0%. Since our Siding, Fencing, and Stone segment is heavily weighted to the repair and remodeling market, we estimate the weighted average U.S. market increase to be 4.7% for the six months ended July 1, 2017, which we exceeded with our 7.0% unit net sales increase in the U.S. for the six months ended July 1, 2017. Our 7.0% unit sales increase also exceeded the market indicators as reported by the Vinyl Siding Institute which reported that U.S. vinyl siding industry shipments increased 4.0% during the period. The improved U.S. market conditions accounted for the majority of the 8.0% net sales increase achieved during the six months ended July 1, 2017, however our sales also benefited from new business wins, which we believe is demonstrated by the improvement in our U.S. market position in vinyl siding, which increased from 39.6% to 40.2% for the comparable six month period, while our share of the Canadian vinyl siding market improved from 29.8% to 31.0% for the comparable six month period.

For the six months ended July 1, 2017 and July 2, 2016, the percentage of net sales in vinyl siding and metal accessories represented approximately 57.0% and 25.0% and 57.5% and 25.0%, respectively, with our net sales of other products comprising approximately 18.0% and 17.5%. The net sales decrease in vinyl siding on a percentage basis was due in part to sales growth of our manufactured stone product, which achieved a net sales increase of 16.3% or $3.1 million for the six months ended July 1, 2017 compared to the six months ended July 2, 2016.

Gross Profit

Gross profit for the six months ended July 1, 2017 decreased $5.0 million or 4.0% as compared to the six months ended July 2, 2016. The gross profit decrease for the six months ended July 1, 2017 resulted from higher raw material input costs that fully offset the 8.0% net sales increase and the 1.4% increase in average selling prices. The Midwest Ingot price of aluminum and PVC resin increased 20.9% and 11.7%, respectively, during the six months ended July 1, 2017 relative to the six months ended July 2, 2016. This unfavorable net material cost pricing decreased gross profit by approximately $12.7 million during the six months ended July 1, 2017 relative to the six months ended July 2, 2016. Although we were able to partially offset this $12.7 million with selling price increases that were implemented during the first quarter of 2017, our realization from these early price increases was below expectations due to timing and market acceptance, thus we have announced additional price increases during the six months ended July 1, 2017. These additional price increases are expected to improve gross margins during the second half of 2017. While historically we have successfully demonstrated our ability to pass along these material cost increases to customers which enables our gross margins to be remain relatively stable over an annualized period, our gross profit margins may be compressed during periods of rising raw material costs and expand as our selling price increases take effect or material inflation abates. In addition to the higher material costs, we also incurred unfavorable mix from the $9.1 million increase in metal sales during the six months ended July 1, 2017 compared to the six months ended July 2, 2016, which carry lower gross profit margins than vinyl sales. In addition to the higher material costs and unfavorable mix, we incurred higher freight and operating costs during the six month period ended July 1, 2017, which negatively impacted our gross profit for the six months ended July 1, 2017 compared to the six months ended July 2, 2016.

As a percentage of net sales, gross profit decreased from 29.5% for the six months ended July 2, 2016 to 26.2% for the six months ended July 1, 2017. The 330 basis point decrease for the six months ended July 1, 2017 resulted from increased raw material costs, primarily for aluminum and PVC resin, that were not fully offset during the period by increased selling prices as our announced price increases normally lag our incurred material costs. In addition, we incurred higher freight costs and operating costs during the 2017 six month period relative to the comparable period in 2016.

Selling, general and administrative expenses

SG&A expense for the six months ended July 1, 2017 increased $1.5 million or 3.3% compared to the six months ended July 2, 2016. We incurred higher sales and marketing expenses of $1.1 million from the 8.0% net sales increase achieved during the six months ended July 1, 2017 compared to the six months ended July 2, 2016. As a percentage of net sales, SG&A expense decreased 50 basis points from 10.9% for the six months ended July 2, 2016 to 10.4% for the six months ended July 1, 2017 as a result of improved leverage on the fixed component of our SG&A expense.

Amortization of intangible assets

Amortization expense for the six months ended July 1, 2017 decreased $2.2 million or 33.4% compared to the six months ended July 2, 2016 due to certain customer relationship intangible assets becoming fully amortized during the year ended December 31, 2016. In addition, as a percentage of net sales, amortization expense decreased to 1.0% for the six months ended July 1, 2017 from 1.6% for the six months ended July 2, 2016.

Currency transaction gain

The currency transaction gain for the six months ended July 1, 2017 and July 2, 2016 was $0.2 million resulting from the impact of the Canadian dollar fluctuation.

Windows and Doors Segment



	For the three months ended
(Amounts in thousands)	July 1, 2017				July 2, 2016
	(unaudited)				(unaudited)
Statement of operations data:
Net sales	$	281,174	100.0	%	$	266,134	100.0	%
Gross profit	63,856		22.7	%	57,542		21.6	%
SG&A expense	36,055		12.8	%	36,457		13.7	%
Amortization of intangible assets	3,076		1.1	%	3,084		1.2	%
Operating earnings	24,725		8.8	%	18,001		6.8	%
Currency transaction gain	393		0.1	%	126		—	%

Net Sales

Net sales for the three months ended July 1, 2017 increased $15.0 million or 5.7% as compared to the three months ended July 2, 2016. The net sales increase for the three months ended July 1, 2017 resulted from improved U.S. market demand conditions, which favorably impacted our new construction business. For the three months ended July 1, 2017 compared to the three months ended July 2, 2016, our U.S. new construction business increased $12.3 million or 7.4% while our U.S. repair and remodeling business decreased $1.0 million or 1.3% as a result of lower unit volume sales of 4.2%. Our Canadian net sales increased $3.7 million or 16.6% for the three months ended July 1, 2017 relative to the three months ended July 2, 2016 due to an improving Western Canadian market, market share gains, and higher average selling prices partially offset by an unfavorable foreign exchange impact of $1.0 million. Our Western Canada sales have been impacted by depressed market conditions that resulted from the significant decline in energy prices that have stymied housing and economic development in Western Canada, however recently we have begun to see some recovery in those markets.

The net sales increase for the U.S. market can be attributed to improved market conditions as evidenced by the U.S. Census Bureau reporting that single family housing starts increased 4.0% during the lag effected period which resulted in higher net sales for our new construction products. Our building products are typically installed on a new construction home 90 to 120 days after the start of the home, therefore single family starts commencing in the period from December 2016 to March 2017 directly impacts the demand for our products for the three months ended July 1, 2017. For the repair and remodeling business, LIRA reported that the 2017 trailing twelve months increased 6.6% compared to the 2016 period creating a favorable demand environment. However, due to the relative high dollar value or “big ticket” nature of our replacement products, we believe that true remodeling market demand for our big ticket exterior products actually increased approximately 3.0%. Our unit net sales for new construction increased 4.2% consistent with the 4.0% new construction market increase while our repair and remodeling unit sales decreased 4.1% and were lower than the demand market indicators for the three months ended July 1, 2017. The lower unit volumes relative to the overall market for our repair and remodeling window products was caused by acquisition integration activities for certain customers, which adversely impacted unit volumes in certain geographic areas. Despite these lower net sales amounts relative to demand market indicators for our repair and remodeling business, we achieved higher average selling prices of 2.9% for our window products for the three months ended July 1, 2017 compared to the three months ended July 2, 2016. These higher average selling prices increased our U.S. and Canadian net sales by approximately $7.7 million and $1.5 million, respectively, for the three months ended July 1, 2017 compared to the three months ended July 2, 2016.

Gross Profit

Gross profit for the three months ended July 1, 2017 increased $6.3 million or 11.0% as compared to the three months ended July 2, 2016. The gross profit increase for the three months ended July 1, 2017 resulted from the continued improvement in our new construction business and the sustained profitable performance for our repair and remodeling business within the U.S. while our Canadian business experienced improved gross profit of $1.5 million relative to the prior year period. Gross profit for our U.S. new construction business increased $4.8 million while our repair and remodeling business remained flat during the three months ended July 1, 2017 compared to the three months ended July 2, 2016. The gross profit improvement for our U.S. businesses was driven by increased selling prices of 2.9% and favorable product mix, which improved gross profit by $7.7 million. Our Canadian business also contributed favorable pricing of $1.5 million from achieving higher average selling prices of 5.4% for the three months ended July 1, 2017 relative to the three months ended July 2, 2016 despite the challenging economic and demand conditions that exist in Western Canada due to lower energy prices. For the Windows and Doors segment, we achieved higher average selling prices during the three months ended July 1, 2017 compared to the three months ended July 2, 2016 from announced price increases implemented to offset the aforementioned raw material cost increases for aluminum and PVC resin as well as glass costs. These higher material costs negatively impacted our gross profit by approximately $5.0 million during the three months ended July 1, 2017 compared to the three months ended July 2, 2016. Overall, our net sales increase of 5.7% partially offset by higher material costs enabled us to improve our gross margins during the three months ended July 1, 2017 compared to the three months ended July 2, 2016.

As a percentage of net sales, gross profit increased from 21.6% for the three months ended July 2, 2016 to 22.7% for the three months ended July 1, 2017. The 110 basis point increase in gross profit reflects improvements of 180 basis points for our U.S. new construction businesses and 310 basis points for our Canadian business partially offset by a 30 basis point deterioration in our repair and remodeling business due to lower operating leverage on reduced unit sales volume. These net gross margin improvements resulted from improved demand levels and higher average selling prices partially offset by rising material costs for the three months ended July 1, 2017 compared to the three months ended July 2, 2016.

Selling, general and administrative expenses

SG&A expense for the three months ended July 1, 2017 decreased a nominal $0.4 million or 1.1% compared to the three months ended July 2, 2016. As a percentage of net sales, SG&A expense decreased 90 basis points from 13.7% for the three months ended July 2, 2016 to 12.8% for the three months ended July 1, 2017 as a result of improved leverage on the fixed component of our SG&A expense and a $1.9 million gain on sale of a Canadian building which reduced SG&A expense.

Amortization of intangible assets

Amortization expense for the three months ended July 1, 2017 remained consistent with the three months ended July 2, 2016 at approximately $3.1 million each period. In addition, as a percentage of net sales, amortization expense remained relatively consistent at 1.1% for the three months ended July 1, 2017 and 1.2% for the three months ended July 2, 2016.

Currency transaction gain

The currency transaction gain for the three months ended July 1, 2017 was $0.4 million resulting from the impact of the Canadian dollar fluctuation. The currency transaction gain for the three months ended July 2, 2016 was a nominal $0.1 million resulting from the fluctuation in the Canadian dollar during the period.



	For the six months ended
(Amounts in thousands)	July 1, 2017				July 2, 2016
	(unaudited)				(unaudited)
Statement of operations data:
Net sales	$	520,352	100.0	%	$	498,372	100.0	%
Gross profit	107,418		20.6	%	97,979		19.7	%
SG&A expense	75,108		14.4	%	75,055		15.1	%
Amortization of intangible assets	6,156		1.2	%	6,173		1.2	%
Operating earnings	26,154		5.0	%	16,751		3.4	%
Currency transaction gain	529		0.1	%	636		0.1	%

Net Sales

Net sales for the six months ended July 1, 2017 increased $22.0 million or 4.4% as compared to the six months ended July 2, 2016. Overall, we achieved 4.4% net sales growth despite having one less shipping day during the six months ended July 1, 2017 compared to the six months ended July 2, 2016 due to the timing of our fiscal calendar, which lowered net sales $3.6 million. The net sales increase for the six months ended July 1, 2017 resulted from improved U.S. market conditions combined with mild weather conditions during the first three months of 2017, which favorably impacted our new construction business. For the six months ended July 1, 2017 compared to the six months ended July 2, 2016, our U.S. new construction business increased $24.6 million or 7.7% while our U.S. repair and remodeling business decreased $7.2 million or 5.3% as a result of lower unit volume sales of 5.0%. Our Canadian net sales increased $4.6 million or 10.7% for the six months ended July 1, 2017 relative to the six months ended July 2, 2016 due to an improving Canadian market, market share gains, and higher average selling prices partially offset by an unfavorable foreign exchange impact of $0.3 million. Our Western Canada sales continue to be impacted by depressed market conditions that resulted from the significant decline in energy prices that have stymied housing and economic development in Western Canada recently but have begun to recover slightly during the six months ended July 1, 2017 relative to the six months ended July 2, 2016.

The net sales increase for the U.S. market can be attributed to improved market conditions as evidenced by the U.S. Census Bureau reporting that single family housing starts increased 7.9% during the lag effected period, which resulted in higher net sales for our new construction products. Our building products are typically installed on a new construction home 90 to 120 days after the start of the home, therefore single family starts commencing in the period from September 2016 to March 2017 directly impacts the demand for our products for the six months ended July 1, 2017. For the repair and remodeling business, LIRA reported that the 2017 trailing twelve months increased 6.6% compared to the 2016 period creating a favorable demand environment. However, due to the relative high dollar value or “big ticket” nature of our replacement products, we believe that true remodeling market demand for our big ticket exterior products actually increased approximately 3.0%. Our net sales for new construction and repair and remodeling were lower than the demand market indicators for the six months ended July 1, 2017. Our unit sales for new construction taking into account the one less shipping day increased approximately 3.1% while repair and remodeling units decreased 4.4% during the six months ended July 1, 2017 relative to the six months ended July 2, 2016. The lower unit volume relative to the overall market for our new construction and repair and remodeling window and door products is attributable in part to certain pricing positions taken by certain competitors as well as acquisition integration activities for certain customers, which adversely impacted unit volumes in certain geographical regions. Despite these lower net sales amounts relative to demand market indicators for the six months ended July 1, 2017, we achieved higher average selling prices of 3.6% for the six months ended July 1, 2017 compared to the six months ended July 2, 2016. These higher average selling prices increased our U.S. and Canadian net sales by approximately $16.1 million and $2.8 million, respectively, for the six months ended July 1, 2017 compared to the six months ended July 2, 2016.

Gross Profit

Gross profit for the six months ended July 1, 2017 increased $9.4 million or 9.6% as compared to the six months ended July 2, 2016. The gross profit increase for the six months ended July 1, 2017 resulted from the continued improvement in our new construction business and the sustained profitable performance for our repair and remodeling business within the U.S. while our Canadian business experienced improved gross profit of $2.4 million relative to the prior year period. Gross profit for our U.S. new construction business increased $7.3 million while our repair and remodeling business decreased $0.2 million during the six months ended July 1, 2017 compared to the six months ended July 2, 2016. The gross profit improvement for our U.S. businesses was driven by increased selling prices of 3.6% and favorable product mix, which improved gross profit by $16.1 million. Our Canadian business also contributed favorable price of $2.8 million from achieving higher average selling prices for the six months ended July 1, 2017 relative to the six months ended July 2, 2016 despite the challenging economic and demand conditions that exist in Western Canada due to lower energy prices. For the Windows and Doors segment, we achieved higher average selling prices during the six months ended July 1, 2017 compared to the six months ended July 2, 2016 from announced price increases implemented to offset the aforementioned raw material cost increases for aluminum and PVC resin as well as glass costs. These higher material costs negatively impacted our gross profit by approximately $8.1 million during the six months ended July 1, 2017 compared to the six months ended July 2, 2016. In addition, we incurred higher freight costs of $1.4 million related to the net sales increase, which partially offset our gross profit increase for the six months ended July 1, 2017. Overall, our net sales increase of 4.4% enabled us to improve our gross margins during the six months ended July 1, 2017 compared to the six months ended July 2, 2016.

As a percentage of net sales, gross profit increased from 19.7% for the six months ended July 2, 2016 to 20.6% for the six months ended July 1, 2017. The 90 basis point increase in gross profit reflects improvements of 160 basis points for our U.S. new construction business and 340 basis points for our Canadian business partially offset by a 80 basis point deterioration in our repair and remodeling business related to lower operating leverage on reduced sales volume. These net gross margin improvements resulted from improved demand levels and higher average selling prices partially offset by higher material costs for the six months ended July 1, 2017 compared to the six months ended July 2, 2016.

Selling, general and administrative expenses

SG&A expense for the six months ended July 1, 2017 increased a nominal $0.1 million or 0.1% compared to the six months ended July 2, 2016. As a percentage of net sales, SG&A expense decreased 70 basis points from 15.1% for the six months ended July 2, 2016 to 14.4% for the six months ended July 1, 2017 as a result of improved leverage on the fixed component of our SG&A expense and a $1.9 million gain on sale of a Canadian building which reduced SG&A expense.

Amortization of intangible assets

Amortization expense for the six months ended July 1, 2017 remained consistent with the six months ended July 2, 2016 at approximately $6.2 million for each period. In addition, as a percentage of net sales, amortization expense remained relatively consistent at 1.2% for the six months ended July 1, 2017 and July 2, 2016.

Currency transaction gain

The currency transaction gain for the six months ended July 1, 2017 was $0.5 million resulting from the impact of the Canadian dollar fluctuation. The currency transaction gain for the six months ended July 2, 2016 was $0.6 million resulting from the fluctuation in the Canadian dollar during the period.

Combined quarterly profitability and seasonality trend

Our consolidated gross profit margin decreased from 26.5% for the three months ended July 2, 2016 to 25.1% for the three months ended July 1, 2017. This gross profit decrease was primarily attributed to our Siding, Fencing, and Stone’s gross margin deterioration of 410 basis points resulting from higher material costs of aluminum and PVC resin, which increased 21.0% and 9.6%, respectively, that were not offset by higher selling prices during the three months ended July 1, 2017 relative to the three months ended July 2, 2016. In addition, gross profit was also negatively impacted by unfavorable freight and operating costs during the three months ended July 1, 2017 compared to the three months ended July 2, 2016. This gross profit decline was partially offset by a 110 basis point increase in our Windows and Doors' gross profit resulting from improved demand and improved pricing for our new construction business and Canadian window business.

SG&A expense as a percentage of net sales was 12.0% for the three months ended July 1, 2017 as compared to 13.1% for the three months ended July 2, 2016. The decrease in SG&A expenses as a percentage of net sales can be attributed to gaining leverage on the fixed component of SG&A expenses and a $1.9 million gain on sale of a Canadian building which reduced SG&A expense.

As a result of the deterioration in our gross profit percentages for the three months ended July 1, 2017 relative to the three months July 2, 2016, we have announced price increases to offset these material cost increases for aluminum, PVC resin, and glass. Consistent with prior years, our gross margins are negatively impacted during periods of rising material costs but we have successfully shown historically our ability to offset this impact with price increases. Overall, our key performance metrics and trends on an absolute basis have improved relative to the prior year comparable period and to our first quarter, which is typically our lower performing quarter due to seasonality. The positive trend in our 2017 operating performance continued during the three months ended July 1, 2017 with higher net sales, gross profit, and net income from improved market conditions and improved average selling prices.

Unallocated Operating Earnings, Interest, and Provision for Income Taxes



	For the three months ended
(Amounts in thousands)	July 1, 2017			July 2, 2016
	(unaudited)			(unaudited)
Statement of operations data:
SG&A expense	$	(6,206	)	$	(7,124	)
Operating loss	(6,206		)	(7,124		)
Interest expense	(17,399		)	(18,534		)
Interest income	10			1
Tax Receivable Agreement liability adjustment	—			(241		)
Income tax provision for income taxes	$	(19,477	)	$	(2,025	)

Operating loss

Unallocated losses include items that 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 three months ended July 1, 2017 decreased by $0.9 million or 12.9% compared to the same period in 2016 due primarily to decreased management incentive compensation of $2.2 million partially offset by increases in other general professional expenses of $1.3 million.

Interest expense

Interest expense for the three months ended July 1, 2017 decreased by approximately $1.1 million or 6.1% compared to the same period in 2016 as a result of the reduction in the Term Loan Facility principal balance period over period. During March, August and November 2016, we made a total of $160.0 million in voluntary payments on the Term Loan Facility in addition to our normal quarterly amortization payments of $1.1 million, or $4.3 million annually, which reduced our outstanding borrowings and our quarterly interest expense.

Tax Receivable Agreement ("TRA") liability adjustment

Since the inception of the TRA liability with the Company’s 2013 IPO, we had previously been in a full valuation allowance for federal purposes and a partial valuation allowance for certain state and Canadian jurisdictions. As a result of the Company’s tax valuation allowance position for federal and state purposes, we previously calculated the TRA liability considering (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. Our future taxable income estimates were used to determine the cumulative NOLs that are expected to be utilized and the TRA liability was accordingly adjusted using the 85% TRA rate.

During the year ended December 31, 2016, we released our federal valuation allowance and increased our TRA liability to $79.7 million as the Company was no longer in a three year cumulative loss position. The factors surrounding the release of the federal valuation allowance thereby eliminated any uncertainty as to future taxable income resulting in the Company recognizing the majority of the expected TRA liability. For the three months ended July 2, 2016, we remained in a full valuation allowance position and consequently our TRA methodology was not to utilize future projected taxable income beyond the current fiscal year given the uncertainty of future taxable income due to the three year cumulative loss position. As a result, we recognized a $0.2 million TRA adjustment during the three months ended July 2, 2016 reflecting changes in projections for 2016's federal taxable income as the full federal TRA liability had not been recognized as of July 2, 2016. For the three months ended July 1, 2017, we did not incur a TRA adjustment as the majority of the anticipated liability was recognized during the fourth quarter of 2016 when the federal valuation allowance was released and forecasts beyond the current fiscal year for taxable income were utilized to estimate the TRA liability. The remaining TRA liability to be expensed of $4.7 million will be recognized when the Company is no longer in a cumulative loss position for certain states.

The total TRA liability as of July 1, 2017 is $79.7 million. This amount represents the originally anticipated TRA liability at the IPO date with approximately $4.7 million remaining to be expensed through operations for state purposes as we remain in a state tax valuation allowance position as of July 1, 2017 for certain states. This remaining liability will be recognized as the state valuation allowances are released in future years.

Income taxes

Our pre-tax income for the three months ended July 1, 2017 was approximately $49.3 million compared to pre-tax income of $43.7 million including the $0.2 million TRA liability adjustment for the three months ended July 2, 2016. The income tax provision for the three months ended July 1, 2017 increased $17.5 million compared to the same period in 2016 since the federal valuation allowance was removed during the fourth quarter of 2016 as well as an increase in pre-tax income during the three months ended July 1, 2017. As of July 1, 2017, we still remain in a valuation allowance position for certain state and Canadian jurisdictions.



	For the six months ended
(Amounts in thousands)	July 1, 2017			July 2, 2016
	(unaudited)			(unaudited)
Statement of operations data:
SG&A expense	$	(15,632	)	$	(16,671	)
Operating loss	(15,632		)	(16,671		)
Interest expense	(34,285		)	(37,225		)
Interest income	12			3
Loss on modification or extinguishment of debt	—			(2,399		)
Tax receivable agreement liability adjustment	—			(18,391		)
Income tax provision for income taxes	$	(18,223	)	$	(531	)

Operating loss

Unallocated losses include items that 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 six months ended July 1, 2017 decreased $1.0 million or 6.2% compared to the same period in 2016 due primarily to decreased management incentive compensation of $2.3 million and decreased stock compensation of $0.2 million, partially offset by increases in other general professional expenses of $1.5 million.

Interest expense

Interest expense for the six months ended July 1, 2017 decreased by approximately $2.9 million or 7.9% compared to the same period in 2016 as a result of the reduction in the Term Loan Facility principal balance period over period. During March, August and November 2016, we made a total of $160.0 million in voluntary payments on the Term Loan Facility in addition to our normal quarterly amortization payments of $1.1 million, or $4.3 million annually, which reduced our outstanding borrowings and our quarterly interest expense.

TRA liability adjustment

During the year ended December 31, 2016, we released our federal valuation allowance and increased our TRA liability to $79.7 million as the Company was no longer in a three year cumulative loss position. The factors surrounding the release of the federal valuation allowance thereby eliminated any uncertainty as to future taxable income resulting in the Company recognizing the majority of the expected TRA liability. For the six months ended July 2, 2016, we remained in a full valuation allowance position and consequently our TRA methodology was not to utilize future projected taxable income beyond the current fiscal year given the uncertainty of future taxable income due to the three year cumulative loss position. As a result, we recognized a $18.4 million TRA adjustment during the six months ended July 2, 2016 reflecting changes in projections for 2016's federal taxable income as the full federal TRA liability had not been recognized as of July 2, 2016. For the six months ended July 1, 2017, we did not incur a TRA adjustment as the majority of the anticipated liability was recognized during the fourth quarter of 2016 when the federal valuation allowance was released and forecasts beyond the current fiscal year for taxable income were utilized to estimate the TRA liability. The remaining TRA liability to be expensed of $4.7 million will be recognized when the Company is no longer in a cumulative loss position for certain states.

Loss on modification or extinguishment of debt

During March 2016, we voluntarily paid $30.0 million on the Term Loan Facility to reduce our outstanding indebtedness as allowable under the terms of the Term Loan Facility. We performed an analysis to determine the proper accounting treatment for this voluntary payment by evaluating the change in cash flows and determining that there were no changes in the creditors as a result of the payment. Consequently, we recognized a loss on debt modification or extinguishment of approximately $2.4 million for the six months ended July 2, 2016 consisting of the proportionate write off of the related debt issuance costs and debt discount.

Income taxes

The income tax provision for the six months ended July 1, 2017 increased by approximately $17.7 million compared to the same period in 2016 primarily from an increase in pre-tax income as well as the 2016 valuation allowance reversal. Our pre-tax income for the six months ended July 1, 2017 was approximately $44.4 million compared to pre-tax income of $14.6 million including the $18.4 million TRA liability adjustment for the six months ended July 2, 2016. For the six months ended July 1, 2017, the increase in income tax expense resulted from the federal valuation allowance reversal during the fourth quarter of 2016 as well as an increase in pre-tax income.

Liquidity and Capital Resources

During the six months ended July 1, 2017, cash decreased by approximately $44.4 million compared to an decrease of approximately $45.0 million during the six months ended July 2, 2016. The decrease in cash during the six months ended July 1, 2017 was primarily due to a $23.7 million decrease in working capital period over period, as accounts receivable decreased by $20.0 million and inventory decreased by $22.6 million in the period over period comparison offset by an $18.9 million increase in trade accounts payable. The decrease in cash during the six month period ended July 2, 2016 was primarily driven by the $30.0 million in voluntary payments on the Term Loan Facility.

Two of the largest changes in operating cash flows during the six months ended July 1, 2017 were the movement in accounts receivable and inventory. The approximate $85.9 million accounts receivable increase and $32.9 million inventory increase from December 31, 2016 to July 1, 2017 can be attributed to the seasonality of our business as we reach the peak building season in our second and third quarters. Net sales in the final two months of each respective quarter drove the receivables increase and the requirement for increased inventory as well as a slight deterioration in our receivable metrics based on the timing of certain customer payments. Net sales for May and June 2017 were approximately $169.6 million and $216.1 million, respectively, versus approximately $145.0 million and $152.2 million for November and December 2016, respectively, an increase of $88.5 million. The improvement in May and June's net sales reflects the Company’s normal seasonal business as the weather in May and June is generally improved compared to November and December, which allows for further construction activity, increasing the Company’s sales with a corresponding increase in accounts receivable and inventory.

Our business is seasonal because inclement weather during the winter months typically reduces the level of building and remodeling activity in both the home repair and remodeling and 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 ABL Facility borrowing base increases, 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. As of July 1, 2017, our annual cash interest charges for debt service for the year ending December 31, 2017, including the ABL Facility, is estimated to be approximately $55.3 million. We do 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 been approximately 1.5% to 2.0% of net sales on an annual basis. Historically, we have been able to manage our capital expenditures based on market conditions for the new construction and repair and remodeling markets during any given fiscal year. As of July 1, 2017, we had $54.8 million of purchase commitments for inventory. We finance these cash requirements, including payments under the Tax Receivable Agreement, through internally generated cash flow and funds borrowed under the ABL Facility.

Our outstanding indebtedness will mature in 2020 (ABL Facility), 2021 (Term Loan Facility), and 2022 (6.50% Senior Notes). Although we expect to refinance or pay off such indebtedness, we may not be successful in refinancing, extending the maturity or otherwise amending the terms of such indebtedness because of market conditions, disruptions in the debt markets, our financial performance or other reasons. Furthermore, the terms of any refinancing, extension or amendment may not be as favorable as the current terms of our indebtedness. If we are not successful in refinancing our indebtedness or extending its maturity, 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 our indebtedness.

Our specific cash flow movement for the six months ended July 1, 2017 and July 2, 2016 is summarized below:

Cash provided by (used in) operating activities

Net cash used in operating activities for the six months ended July 1, 2017 was $26.9 million as compared to approximately $1.4 million provided by operations for the six months ended July 2, 2016. The net cash provided by (used in) operating activities was impacted by the operating earnings increase of $6.2 million, which was primarily driven by improved operating performance for our Windows and Doors segment of $9.4 million based on improved U.S. housing market conditions for new construction. These improved housing conditions resulted in an unfavorable $23.7 million impact in our primary working capital for the six months ended July 1, 2017 compared to the six months ended July 2, 2016 as our net sales increased 6.1%, which resulted in higher receivables and increased inventory requirements partially offset by an increase in payables. We also experienced a slight deterioration in our receivable metrics based on the timing of certain customer payments in relation to our fiscal calendar, which resulted in the unfavorable working capital change for the six months ended July 1, 2017.

Cash used in investing activities

Net cash used in investing activities for the six months ended July 1, 2017 and July 2, 2016 was approximately $15.5 million and $17.4 million, respectively, primarily used for capital expenditures on various ongoing capital projects. Capital expenditures for 2017 were slightly higher than the 2016 comparable period at $17.9 million in 2017 versus $17.6 million, but were relatively consistent as a percentage of net sales at 1.8% for 2017 and 1.9% for 2016, which is comparable to our historical average of 1.5% to 2.0%. Additionally, during the six months ended July 1, 2017, the Company sold a building in Saskatoon, Canada for approximately $2.1 million. The Company moved to another leased facility within the Saskatoon area that more closely aligns with the Company's needs in that area.

Cash used in financing activities

Net cash used in financing activities for the six months ended July 1, 2017 was approximately $2.6 million, primarily from $1.2 million of cash tax withholdings on employee stock compensation and $2.1 million of mandatory principal payments on the Term Loan Facility offset by $0.8 million in proceeds from the exercise of employee stock options. Net cash used in financing activities for the six months ended July 2, 2016 was approximately $31.8 million, primarily from the voluntary $30.0 million Term Loan Facility payment.

Our specific debt instruments and terms are described below:

6.50% Senior Notes due 2022

Term Loan Facility due 2021

Senior Secured Asset Based Revolving Credit Facility due 2020

Loss on debt modification or extinguishment



(Amounts in thousands)	For the six months ended
	July 1, 2017		July 2, 2016
Loss on modification of debt:
Term Loan Facility unamortized discount	$	—	$	1,915
Term Loan Facility unamortized debt issuance costs	—		484
Total loss on modification or extinguishment of debt	$	—	$	2,399

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 July 1, 2017, we had cash and cash equivalents of approximately $7.2 million, approximately $340.3 million of contractual availability under the ABL Facility and approximately $294.7 million of borrowing base availability.

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

Off-Balance Sheet Arrangements

We have no off-balance sheet arrangements.

Contractual Obligations

In addition to the items listed in the Contractual Obligations table presented in our Annual Report on Form 10-K for the fiscal year ended December 31, 2016, we have a potential obligation related to certain tax matters of approximately $3.9 million, including interest and penalties of approximately $1.6 million. The timing of the potential tax payments is unknown.

As of July 1, 2017, the Company had inventory purchase commitments of approximately $54.8 million.

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 – Summary of Significant Accounting Policies to the condensed consolidated financial statements, regarding the impact of certain recent accounting pronouncements on our condensed consolidated financial statements.

Special Note Regarding Forward-Looking Statements

This Quarterly Report on Form 10-Q 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 Quarterly Report on Form 10-Q that are attributable to us or persons acting on our behalf are expressly qualified in their entirety by the Risk Factors set forth in our Annual Report on Form 10-K for the fiscal year ended December 31, 2016 and other cautionary statements included therein and herein.

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 that could cause actual results to differ materially from those estimated by us include, but are not limited to, those factors or conditions described under Risk Factors in our Annual Report on Form 10-K for the fiscal year ended December 31, 2016, and the following:


•	our high degree of leverage and significant debt service obligations;


•	restrictions under the indenture governing the 6.50% Senior Notes and the restrictions under our Term Loan Facility and ABL Facility;


•	the competitive nature of our industry;


•	changes in interest rates, and general economic, home repair and remodeling and new home construction market conditions;


•	changes in the price and availability of raw materials; and


•	changes in our relationships with our significant customers.

Other factors that could cause actual results to differ from those implied by the forward-looking statements contained in this Quarterly Report on Form 10-Q include those set forth in our Annual Report on Form 10-K for the fiscal year ended December 31, 2016. We undertake no obligation to update the forward-looking statements in this report.

Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Interest Rate Risk

Our principal interest rate exposure relates to the loans outstanding under our Term Loan Facility and our ABL Facility, which provides for borrowings of $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. Each quarter point increase or decrease in the interest rate would change our interest expense by approximately $1.1 million per year for the Term Loan Facility. 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 July 1, 2017, we were not party to any interest rate swaps or caps to manage our interest rate risk. In the future, we may enter into interest rate swaps or interest rate caps, involving 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. For the three and six months ended July 1, 2017, the net impact of foreign currency changes to our results of operations was a gain of $0.6 million and $0.8 million, respectively. The impact of foreign currency changes related to translation resulted in an increase in stockholders' equity of approximately $1.8 million for the six months ended July 1, 2017. The revenue or expense reported by us as a result of currency fluctuations will be greater in times of U.S. dollar devaluation and less in times of U.S. dollar appreciation. During 2016, we entered into forward contracts to mitigate the exposure risk of currency fluctuation against the Canadian dollar during 2017. At July 1, 2017, our foreign currency hedging contract had a fair value of $0.1 million and is recorded as a liability as of July 1, 2017.

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 increasing our selling prices for corresponding material cost increases, continuing to diversify our product mix, strategic buying programs and vendor partnering. The Midwest Ingot price of aluminum increased approximately 20.9% for the six months ended July 1, 2017 compared to the six months ended July 2, 2016. The average market price for PVC resin was estimated to have increased approximately 11.7% for the six months ended July 1, 2017 compared to the six months ended July 2, 2016.

Inflation

We do not believe that inflation, net of our corresponding price increases for material cost, 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, which could expose us to potential higher costs in years with high inflation. The CPI increase for the twelve months ended June 2017 was approximately 1.6%.

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, the Company has 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.

Item 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

Our management maintains 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”)), that are designed to ensure that information required to be disclosed in the 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 that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding the required disclosure.

Our management is responsible for establishing and maintaining our disclosure controls and procedures. Our Chief Executive Officer and Chief Financial Officer participated with our management in evaluating the effectiveness of our disclosure controls and procedures as of July 1, 2017. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures as of July 1, 2017 were effective to ensure that information required to be disclosed by us in reports that we file or submit under the Exchange Act is (i) recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms and (ii) accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding the required disclosure.

Changes in Internal Control Over Financial Reporting

There have been no changes in our internal control over financial reporting during the three months ended July 1, 2017 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Our Chief Executive Officer and Chief Financial Officer have each concluded that the consolidated financial statements included in this Quarterly Report on Form 10-Q present fairly, in all material respects, the financial position, results of operations and cash flows of the Company and its subsidiaries in conformity with GAAP.

PART II – OTHER INFORMATION

Item 1. LEGAL PROCEEDINGS

Information regarding legal proceedings is incorporated by reference from Note 7 to the condensed consolidated financial statements in this Quarterly Report on Form 10-Q.

Item 6. EXHIBITS

(a) Exhibits

Exhibit No. Description of Exhibits



31.1 *	Certification by President, Chief Executive Officer, and Chairman pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2 *	Certification by Executive Vice President and Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1 *	Certification by President, Chief Executive Officer, and Chairman pursuant to 18 U.S.C Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2 *	Certification by Executive Vice President and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101*	The following financial statements from Ply Gem Holdings, Inc. Quarterly Report on Form 10-Q for the quarter ended July 1, 2017, filed on August 7, 2017, were formatted in XBRL (Extensible Business Reporting Language): (i) Condensed Consolidated Balance Sheets; (ii) Condensed Consolidated Statements of Operations and Comprehensive Income (Loss); (iii) Condensed Consolidated Statements of Cash Flows; (iv) the Notes to Condensed Consolidated Financial Statements.

* Filed herewith.

SIGNATURES

Pursuant to the requirements 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: August 7, 2017



By:	/s/ Gary E. Robinette
	Gary E. Robinette
	President, Chief Executive Officer, and Chairman of the Board

Date: August 7, 2017



By:	/s/ Shawn K. Poe
	Shawn K. Poe
	Executive Vice President, Chief Financial Officer, and Secretary

PLY GEM HOLDINGS INC - FORM 10-Q - August 7, 2017

Attached files

PLY GEM HOLDINGS INC Reports