8-K

 UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of report (Date of earliest event reported)     March 25, 2008

PLY GEM HOLDINGS, INC.

(Exact Name of Registrant as Specified in Its Charter)

Delaware	333-114041	20-0645710
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

185 PLATTE CLAY WAY KEARNEY, MISSOURI	64060
(Address of principal executive offices)	(Zip Code)

(800) 800-2244

(Registrant’s Telephone Number, Including Area Code)

NOT APPLICABLE

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o                 Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o                 Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o                 Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17CFR 240.14d-2(b))

o                 Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17CFR 240.13e-4(c))

FORWARD-LOOKING INFORMATION

Certain statements made in this Form 8-K, including any statements as to future results of operations and financial projections, may constitute "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995, as amended. Forward-looking statements are based on management's expectations, estimates, projections and assumptions. These statements are not guarantees of future performance and involve certain risks and uncertainties, which are difficult to predict. Therefore, actual future results and trends may differ materially from what is forecast in forward-looking statements due to a variety of factors. Additional information regarding these factors is contained in the company's filings with the Securities and Exchange Commission, including, without limitation, our Annual Report on Form 10-K.

ITEM 2.02               RESULTS OF OPERATIONS AND FINANCIAL CONDITION

On March 25, 2008, Ply Gem Holdings, Inc. (the "Company") reported its results of operations for its fiscal quarter and year ended December 31, 2007.  A copy of the press release issued by the Company concerning the foregoing results is furnished herewith as Exhibit 99.1 and is incorporated herein by reference.

The information in this Form 8-K, including the accompanying exhibit, is being furnished under Item 2.02 and shall not be deemed to be "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934 (the "Exchange Act"), or otherwise subject to the liability of such section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, regardless of the general incorporation language of such filing, except as shall be expressly set forth by specific reference in such filing.

ITEM 9.01                  FINANCIAL STATEMENTS AND EXHIBITS

(a)	Financial statements of businesses acquired. Not applicable
(b)	Pro forma financial information. Not applicable
(c)	Exhibits

Exhibit	Description
99.1	Press Release dated March 25, 2008

SIGNATURES

 Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report on Form 8-K to be signed on its behalf by the undersigned, thereunto duly authorized.

Dated:  March 25, 2008

PLY GEM HOLDINGS, INC.

By:     /s/ Shawn K. Poe

Name: Shawn K. Poe

Title:Vice President, Chief Financial Officer,

Treasurer and Secretary

EXHIBIT LIST

Exhibit	Description
99.1	Press Release dated March 25, 2008.

EX-99.1

Kearney, MO

Contact:  Shawn Poe, CFO   816-903-8225

Ply Gem Reports  Fourth Quarter 2007 Results

 March 25, 2008, Ply Gem Holdings, Inc. (“Ply Gem” or the “Company”), a leading manufacturer of residential exterior building products in North America, today announced fourth quarter 2007 net sales of $317.9 million, an 8.5% increase over the $293.0 million for  the same period in 2006. For the full year of 2007, net sales were a record $1,363.5 million or 29.3% higher than the $1,054.5 million of net sales for the full year of 2006.  Excluding the contribution of our AWC Holding Company (“Alenco”) and Alcoa Home Exteriors, Inc (“AHE”), Ply Gem’s full year net sales were down 11.5%.

Adjusted EBITDA for the fourth quarter of 2007 was $32.5 million compared to $23.1 million for the fourth quarter of 2006.  For the full year of 2007, Adjusted EBITDA was $173.5 million compared to $125.6 million for the full year of 2006.

Net loss for the fourth quarter of 2007 was $12.4 million compared to $9.8 million for the fourth quarter of 2006.  For the full year of 2007, net income was $5.6 million compared to $5.7 million for the full year of 2006.  Ply Gem’s net loss for the fourth quarter of 2007 had $0.1 million of after tax impact of foreign currency gain, while the full year of 2007 included $2.3 million of after tax foreign currency gain.  Ply Gem’s net loss for the fourth quarter of 2006 and net income for the full year 2006 included $0.6 million of after tax foreign currency loss and $0.1 million after tax foreign currency gain, respectively.

Gary E. Robinette, President and CEO, said "Ply Gem's fourth quarter and full year sales and EBITDA performance was respectable in light of the challenging market conditions that existed in the housing markets in 2007.  Our financial performance that was demonstrated in our fourth quarter and full year numbers is the result of cost savings that are being realized as result of our Siding and Window Groups' acquisitions integration and our expense reduction efforts that have been undertaken in all areas of our business in response to what is expected to be a prolonged downturn in the housing market."

Mr. Robinette continued, "Given the uncertainty in the housing market in the next 12 to 24 months, Ply Gem will continue to have a clear focus on gaining profitable market share and improving upon our overall cost structure, and generating positive cash flow.  Given our highly variable cost structure, I believe Ply Gem is distinctively positioned to take advantage of our markets when they improve."

Ply Gem Industries, Inc. is a leading manufacturer of residential exterior building products.  The company sells a broad range of vinyl siding, vinyl, aluminum and wood windows, aluminum trim coil, aluminum siding and accessories, and vinyl and composite fence, railing and decking products.  Ply Gem is a wholly-owned subsidiary of Ply Gem Holdings, Inc.  For more information, please visit the Company’s website at www.plygem.com.

Ply Gem management will host a conference call on March 25, 2008 at 11:00 a.m. EST to report fourth quarter results.  To participate please call 866-679-8035 and use call confirmation number 32221353.

Note: As used herein, the term “Ply Gem” refers to Ply Gem Holdings, Inc. and all its

subsidiaries, including Ply Gem Industries, Inc., unless the context indicates otherwise.

This term is used for convenience only and is not intended as a precise description of

any of the separate corporations.

This document and oral statements made from time to time by our representatives may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995.  These statements are based on the Company’s current plans and expectations and involve risks and uncertainties that could cause actual future activities and results of operations to be materially different from those set forth in the forward-looking statements.  Important factors impacting such forward-looking statements include the availability and cost of raw materials and purchased components, the level of construction and remodeling activity, changes in general economic conditions, the rate of sales growth, and product liability claims.  The Company undertakes no obligation to update publicly any forward-looking statements, whether as a result of new information, future events, or otherwise.  For further information, please refer to the reports and filings of the Company with the Securities and Exchange Commission.

###

PLY GEM HOLDINGS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

	For the three months ended
	December 31,			December 31,
	2007			2006
	(Amounts in thousands)
Net Sales	$	317,902		$	292,988
Costs and Expenses:
Cost of products sold		260,502			242,748
Selling, general and administrative expense		42,728			37,654
Intangible asset impairment		4,150			-
Amortization of intangible assets		4,406			3,508
Total Costs and Expenses		311,786			283,910
Operating earnings		6,116			9,078
Foreign currency gain (loss)		45			(937	)
Interest expense		(24,212	)		(22,709	)
Investment income		433			419
Other expense		(32	)		(1,965	)
Income(loss) before provision (benefit) for income taxes		(17,650	)		(16,114	)
Provision (benefit) for income taxes		(5,238	)		(6,341	)
Net Income (loss)	$	(12,412	)	$	(9,773	)
	For the twelve months ended
	December 31,			December 31,
	2007			2006
	(Amounts in thousands)
Net Sales	$	1,363,546		$	1,054,468
Costs and Expenses:
Cost of products sold		1,075,507			831,418
Selling, general and administrative expense		162,609			126,401
Intangible asset impairment		4,150			-
Amortization of intangible assets		17,631			11,942
Total Costs and Expenses		1,259,897			969,761
Operating earnings		103,649			84,707
Foreign currency gain		3,961			77
Interest expense		(98,496	)		(72,218	)
Investment income		1,704			1,205
Other expense		(1,202	)		(4,462	)
Income before income taxes and
cumulative effect of accounting change		9,616			9,309
Provision for income taxes		4,002			3,502
Income before cumulative effect
of accounting change		5,614			5,807
Cumulative effect of accounting change,
net of income tax benefit of $57		-			(86	)
Net income	$	5,614		$	5,721

The accompanying notes are an integral part of this condensed consolidated and combined statement of operations.

1.   The accompanying condensed consolidated statements of operations of Ply Gem Holdings, Inc. (the “Company”) do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements.  In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included.

The selected balance sheet data for the periods presented in Note 4 has been derived from the December 31, 2007 and 2006 audited consolidated financial statements of Ply Gem Holdings, Inc., and does not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements.

The Company’s fiscal quarters are based on periods ending on the last Saturday of the last week in the quarter.  Therefore the financial results of certain fiscal quarters will not be exactly comparable to the prior and subsequent fiscal quarters.

The accompanying statements of operations include the consolidated results of operations for the periods from January 1, 2007 to December 31, 2007 and January 1, 2006 to December 31, 2006, of Ply Gem Holdings, Inc. and its subsidiaries

2.   Adjusted EBITDA means net income (loss) plus interest expense (net of investment income), provision (benefit) for income taxes, depreciation and amortization, non-cash foreign currency gain/(loss), amortization of non-cash write-off of the portion of excess purchase price from acquisitions allocated to inventories, third-party charges associated with business combination financing costs (“other expense”), restructuring and integration costs associated with acquisitions, and cumulative effect of accounting changes.  Other companies may define Adjusted EBITDA differently and, as a result, our measure of Adjusted EBITDA may not be directly comparable to Adjusted EBITDA of other companies.  Management believes that the presentation of Adjusted EBITDA included in this press release provides useful information to investors regarding our results of operations because it assists both investors and management in analyzing and benchmarking the performance and value of our business.  Although we use Adjusted EBITDA as a financial measure to assess the performance of our business, the use of Adjusted EBITDA is limited because it does not include certain material costs, such as interest and taxes, necessary to operate our business.  Adjusted EBITDA included in this press release should be considered in addition to, and not as a substitute for, net earnings in accordance with GAAP as a measure of performance in accordance with GAAP.  You are cautioned not to place undue reliance on Adjusted EBITDA.

The following tables set forth the summaries of net sales, Adjusted EBITDA, andreconciliations of Adjusted EBITDA to net income for Ply Gem as:

	Ply Gem Holdings, Inc.
	(Amounts in thousands)
	For the three months ended
	December 31, 2007			December 31, 2006
Net income (loss)	$	(12,412	)	$	(9,773	)
Interest expense, net		23,779			22,290
Provision (benefit) for income taxes		(5,238	)		(6,341	)
Depreciation and amortization		14,812			11,093
Non Cash (gain)/loss on currency transaction		(45	)		937
Non Cash charge of purchase price
allocated to inventories		1,289			2,962
Restructuring/Integration Expense		6,140			-
Intangible asset impairment		4,150			-
Other expense		32			1,965
Adjusted EBITDA	$	32,507		$	23,133

	Ply Gem Holdings, Inc.
	(Amounts in thousands)
	For the twelve months ended
	December 31, 2007			December 31, 2006
Net income	$	5,614		$	5,721
Interest expense, net		96,792			71,013
Provision for income taxes		4,002			3,502
Depreciation and amortization		54,067			33,816
Non Cash gain on currency transaction		(3,961	)		(77	)
Non Cash charge of purchase price
allocated to inventories		1,289			3,266
Restructuring/Integration Expense		10,356			-
Intangible asset impairment		4,150
Other expense		1,201			8,302
Cumulative effect of accounting change		-			86
Adjusted EBITDA	$	173,510		$	125,629

3.    Long-term debt amounts in the selected balance sheets at December 31, 2007 and December 31, 2006 consisted of the following:

	December 31, 2007		December 31, 2006
	(amounts in thousands)
Senior term loan facility	$	677,910	$	688,533
Senior subordinated notes		360,186		360,231
		1,038,096		1,048,764
Less current maturities		6,873		5,870
	$	1,031,223	$	1,042,894

4.    The following is a summary of selected balance sheet amounts at December 31, 2007 and December 31, 2006:

	December 31, 2007		December 31, 2006
	(Amounts in thousands)
Cash and cash equivalents	$	65,207	$	53,274
Accounts receivable, less allowances		111,653		130,795
Inventories		128,282		128,156
Prepaid expenses and other current assets		16,462		20,873
Property and equipment, net		198,996		206,837
Goodwill		835,820		811,285
Intangible assets, net		213,257		232,833
Accounts payable		96,256		95,568
Current maturities of long-term debt		6,873		5,870
Long-term debt, less current maturities		1,031,223		1,042,894
Stockholder's Equity		239,544		227,716