10-Q

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 March 29, 2014

or

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

OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _____________ to _____________.

Commission File Number:   001-35930

PLY GEM HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

Delaware	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, or a smaller reporting company.  See the definitions of “large accelerated filer”, “accelerated filer”, and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer   [   ]                                                                       Accelerated filer                    [   ]   

Non-accelerated filer     [X]                                                                       Smaller reporting company   [   ]

(Do not check if a smaller reporting company)

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 May 12, 2014, there were 67,840,848 shares of common stock, $0.01 par value, outstanding.

PLY GEM HOLDINGS, INC. AND SUBSIDIARIES

FORM 10-Q

QUARTERLY PERIOD ENDED March 29, 2014

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 March 29, 2014 and March 30, 2013	2
	Condensed Consolidated Balance Sheets -
	March 29, 2014 and December 31, 2013	3
	Condensed Consolidated Statements of Cash Flows -
	Three months ended March 29, 2014 and March 30, 2013	4
	Notes to Condensed Consolidated Financial Statements	5
Item 2.	Management’s Discussion and Analysis of Financial Condition
	and Results of Operations	38
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	55
Item 4.	Controls and Procedures	57

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
	March 29, 2014			March 30, 2013
Net sales	$	269,465		$	257,097
Cost of products sold	229,652			215,251
Gross profit	39,813			41,846
Operating expenses:
Selling, general and administrative expenses	54,080			38,216
Amortization of intangible assets	5,322			4,202
Total operating expenses	59,402			42,418
Operating loss	(19,589		)	(572		)
Foreign currency loss	(228		)	(33		)
Interest expense	(18,518		)	(23,668		)
Interest income	24			15
Tax receivable agreement liability adjustment	(4,373		)	—
Loss on modification or extinguishment of debt	(21,364		)	—
Loss before provision (benefit) for income taxes	(64,048		)	(24,258		)
Provision (benefit) for income taxes	(12,470		)	3,849
Net loss	$	(51,578	)	$	(28,107	)
Comprehensive loss	$	(56,595	)	$	(28,875	)
Basic and diluted net loss per share attributable to common shareholders	$	(0.76	)	$	(0.57	)
Basic and diluted weighted average shares outstanding	67,745,331			48,962,494

See accompanying notes to condensed consolidated financial statements.

2

PLY GEM HOLDINGS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(UNAUDITED)

(Amounts in thousands, except share amounts)	March 29, 2014			December 31, 2013
ASSETS
Current Assets:
Cash and cash equivalents	$	15,495		$	69,801
Accounts receivable, less allowances of $4,331 and $4,453, respectively	163,579			140,062
Inventories:
Raw materials	55,281			51,313
Work in process	25,419			23,817
Finished goods	72,352			60,340
Total inventory	153,052			135,470
Prepaid expenses and other current assets	27,475			23,214
Deferred income taxes	7,591			3,178
Total current assets	367,192			371,725
Property and Equipment, at cost:
Land	4,490			4,528
Buildings and improvements	43,386			43,691
Machinery and equipment	324,556			321,614
Total property and equipment	372,432			369,833
Less accumulated depreciation	(262,199		)	(258,186		)
Total property and equipment, net	110,233			111,647
Other Assets:
Intangible assets, net	103,546			110,012
Goodwill	418,487			420,228
Deferred income taxes	5,027			5,406
Other	29,200			23,233
Total other assets	556,260			558,879
	$	1,033,685		$	1,042,251
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current Liabilities:
Accounts payable	$	77,231		$	82,981
Accrued expenses	90,581			112,940
Total current liabilities	167,812			195,921
Deferred income taxes	16,573			17,115
Payable to related parties pursuant to tax receivable agreement	15,996			11,623
Other long-term liabilities	52,082			52,560
Long-term debt	888,393			817,028
Commitments and contingencies
Stockholders' Deficit:
Preferred stock $0.01 par, 50,000,000 shares authorized, none issued and outstanding	—			—
Common stock $0.01 par, 250,000,000 shares authorized, 67,810,280 and 67,223,233 issued and outstanding, respectively	678			672
Additional paid-in-capital	743,209			741,789
Accumulated deficit	(842,821		)	(791,243		)
Accumulated other comprehensive loss	(8,237		)	(3,214		)
Total stockholders' deficit	(107,171		)	(51,996		)
	$	1,033,685		$	1,042,251

See accompanying notes to condensed consolidated financial statements.

3

PLY GEM HOLDINGS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)

(Amounts in thousands)	For the three months ended
	March 29, 2014			March 30, 2013
Cash flows from operating activities:
Net loss	$	(51,578	)	$	(28,107	)
Adjustments to reconcile net loss to cash
used in operating activities:
Depreciation and amortization expense	11,284			9,715
Non-cash restructuring costs	1,259			—
Non-cash interest expense, net	4,172			2,833
Loss on foreign currency transactions	228			33
Non-cash litigation expense	5,000			—
Loss on modification or extinguishment of debt	21,364			—
Stock based compensation	398			456
Deferred income taxes	(4,867		)	3,048
Tax receivable agreement liability adjustment	4,373			—
Increase (decrease) in tax uncertainty, net of valuation allowance	117			(206		)
Other	(157		)	(8		)
Changes in operating assets and liabilities:
Accounts receivable, net	(24,792		)	(21,329		)
Inventories	(18,811		)	(22,229		)
Prepaid expenses and other assets	(5,517		)	(511		)
Accounts payable	(6,433		)	11,697
Accrued expenses	(27,064		)	(13,235		)
Cash payments on restructuring liabilities	(2,075		)	(539		)
Other	2,811			(1,032		)
Net cash used in operating activities	(90,288		)	(59,414		)
Cash flows from investing activities:
Capital expenditures	(5,677		)	(6,665		)
Proceeds from sale of assets	617			11
Net cash used in investing activities	(5,060		)	(6,654		)
Cash flows from financing activities:
Proceeds from long-term debt	927,850			—
Net revolver borrowings	40,000			50,000
Payments on long-term debt	(852,000		)	—
Payment of tender and early call premiums	(61,142		)	—
Proceeds from exercises of employee stock options	1,026			—
Debt issuance costs paid	(14,321		)	(62		)
Net cash provided by financing activities	41,413			49,938
Impact of exchange rate movements on cash	(371		)	98
Net decrease in cash and cash equivalents	(54,306		)	(16,032		)
Cash and cash equivalents at the beginning of the period	69,801			27,194
Cash and cash equivalents at the end of the period	$	15,495		$	11,162

See accompanying notes to condensed consolidated financial statements.

4

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 2013 Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 14, 2014.  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 2013 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, 2014 through March 29, 2014 are not necessarily indicative of the results that may be expected for the year ending December 31, 2014.

On May 23, 2013, the Company issued 18,157,895 shares of common stock at an initial public offering price of $21.00 per share and received net proceeds of approximately $353.4 million in an initial public offering ("IPO") of its common stock after deducting underwriting discounts and commissions of approximately $25.4 million and offering expenses of approximately $2.5 million. Prior to the IPO, the Company also issued a total of 48,962,494 shares of common stock in connection with the merger of Ply Gem Prime Holdings, Inc. (“Ply Gem Prime”) into Ply Gem Holdings, with Ply Gem Holdings being the surviving entity.

The condensed consolidated balance sheet at December 31, 2013 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 months ended March 29, 2014 and March 30, 2013, the condensed consolidated statements of cash flows for the three months ended March 29, 2014 and March 30, 2013, and the condensed consolidated balance sheets as of March 29, 2014 and December 31, 2013.

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.

5

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 reserve for 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.  Illiquid credit markets, volatile equity markets, foreign currency, litigation risk, and the depressed housing and remodeling markets 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 which are readily convertible into cash.

Accounts Receivable

Accounts receivable-trade are recorded at their net realizable value.  The allowance for doubtful accounts was $4.3 million and $4.5 million at March 29, 2014 and December 31, 2013, respectively.  The Company maintains allowances for doubtful accounts for estimated losses resulting from the inability of its customers to make required payments. The Company estimates the allowance for doubtful accounts based on a variety of factors including the length of time receivables are past due, the financial health of its customers, unusual macroeconomic conditions and historical experience. If the financial condition of its customers deteriorates or other circumstances occur that result in an impairment of customers’ ability to make payments, the Company records additional allowances as needed. The Company writes off uncollectible trade accounts receivable against the allowance for doubtful accounts when collection efforts have been exhausted and/or any legal action taken by the Company has concluded.

Inventories

Inventories in the accompanying consolidated balance sheets are valued at the lower of cost or market and are determined 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 March 29, 2014, the Company had inventory purchase commitments of approximately $86.0 million.

Inventory reserves were approximately $9.3 million at March 29, 2014, increasing during the three months ended March 29, 2014 by $0.3 million compared to the December 31, 2013 reserve balance of approximately $8.9 million.

6

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.  

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 flow.

The Company tests for long-lived asset impairment at the following asset group levels: (i) the combined U.S. Siding, Fencing and Stone companies in the Siding, Fencing and Stone segment (“Siding”), (ii) the combined U.S. Windows companies in the Windows and Doors segment (“US Windows”), (iii) 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 (iv) Mitten (formerly known as Mitten, Inc.) 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 months ended March 29, 2014.

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.  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 months ended March 29, 2014 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 $23.6 million and $17.7 million as of March 29, 2014 and December 31, 2013, respectively, and have been recorded in other long term assets in the accompanying condensed consolidated balance sheets. Amortization of debt issuance costs for the three months ended March 29, 2014 and March 30, 2013 was approximately $1.0 million and $0.9 million, respectively.  Amortization of debt issuance costs is recorded in interest expense in the accompanying condensed consolidated statements of operations and comprehensive income (loss).

7

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 tax assets that may not be realized in the future.  The Company establishes reserves when, despite our belief that our tax return positions are fully supportable, certain positions could be challenged, and the positions may not be fully sustained.  As a result of the 2013 Ply Gem Prime and Ply Gem Holdings merger, U.S. federal income tax returns will be prepared and filed by Ply Gem Holdings on behalf of itself, Ply Gem Industries, Inc. (“Ply Gem Industries”), and its U.S. subsidiaries.  The Company has executed a tax sharing agreement with Ply Gem Industries and Ply Gem Holdings pursuant to which tax liabilities for each respective party are computed on a stand-alone basis.  The Company along with its U.S. subsidiaries file a consolidated federal income tax return, separate state income tax returns, combined state returns, and unitary state returns. Gienow Canada and Mitten both file separate Canadian federal income tax returns and separate provincial returns.

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

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 loss from foreign currency transactions of approximately $(0.2) million for the three months ended March 29, 2014 and a loss of approximately $(0.03) million for the three months ended March 30, 2013. As of March 29, 2014 and December 31, 2013, accumulated other comprehensive loss included a currency translation adjustment of approximately $(4.7) million and $(2.9) million, respectively.

Derivative Financial Instruments

During the three months ended March 29, 2014, the Company entered into a foreign currency zero-cost collar agreement to hedge $36.8 million of its 2014 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.

8

The Company has designated this zero-cost collar agreement as a cash flow hedge. As a cash flow hedge, unrealized gains are recognized as assets while unrealized losses are recognized as liabilities. The zero-cost collar agreement is highly correlated to the changes in foreign currency rates to which the Company is exposed. Unrealized gains and losses on this agreement 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 instrument 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 the derivative contract that are reclassified from accumulated other comprehensive income or loss to current period earnings are included in the line item in which the hedged item is recorded in the same period the forecasted transaction affects earnings. As of March 29, 2014, approximately $0.4 million of the deferred net loss on derivative instruments included in accumulated other comprehensive loss is expected to be reclassified as cost of goods sold during the next twelve months. This expectation is based on the expected timing of the occurrence of the hedged forecasted transactions.

The fair value of the foreign currency zero-cost collar agreement is estimated using industry standard valuation models using market-based observable inputs, including spot rates, forward points, interest rates and volatility inputs (Level 2). A summary of the recorded liability included in the accompanying condensed consolidated balance sheets is as follows:

(Amounts in thousands)
	March 29, 2014			December 31, 2013
Foreign currency hedge (included in accrued expenses)	$	(357	)	$	—

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.

9

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

					Quoted Prices in Active Markets		Significant Other		Significant
(Amounts in thousands)			Fair		for Identical		Observable		Unobservable
	Carrying		Value		Assets		Inputs		Inputs
Description	Value		Total		(Level 1)		(Level 2)		(Level 3)
Liabilities:
Senior Notes-6.50%	$	500,000	$	500,625	$	500,625	$	—	$	—
As of March 29, 2014	$	500,000	$	500,625	$	500,625	$	—	$	—
Liabilities:
Senior Notes-9.375%	$	96,000	$	103,440	$	103,440	$	—	$	—
Senior Secured Notes-8.25%	756,000		805,140		805,140		—		—
As of December 31, 2013	$	852,000	$	908,580	$	908,580	$	—	$	—

The fair value of the long-term debt instruments was determined by utilizing available market information.  The carrying value of the Company’s other financial instruments approximates their fair value.  

Loss per common share

Basic loss per share ("EPS") is computed based upon weighted-average shares outstanding during the period. Dilutive earnings per share is computed consistently with the basic computation while giving effect to all dilutive potential common shares and common share equivalents that were outstanding during the period. Ply Gem Holdings uses the treasury stock method to reflect the potential dilutive effect of unvested stock awards and unexercised options.

The Company was in a net loss position for the three months ended March 29, 2014 and March 30, 2013 and therefore the impact of stock options and unvested restricted stock were excluded from the computation of diluted earnings (loss) per share, as the inclusion of such amounts would be anti-dilutive.

The computation of the dilutive effect of other potential common shares excluded options and unvested restricted stock representing approximately 0.2 million shares of common stock for the three months ended March 29, 2014. Under the treasury stock method, the inclusion of these stock awards would have been anti-dilutive.

Prior to the IPO, the Company issued a total of 48,962,494 shares of common stock in connection with the merger of Ply Gem Prime into Ply Gem Holdings. Therefore, for purposes of EPS, the Company had 48,962,494 shares of common stock outstanding for the three ended March 30, 2013. The Company calculated the amounts as net loss divided by the 48,962,494 shares of common stock outstanding for the three months ended March 30, 2013. Prior to the IPO, all options and unvested restricted shares were instruments that were exercisable into Ply Gem Prime stock. Subsequently, those options and unvested restricted share grants were converted into Ply Gem Holdings instruments and as such will be treated prospectively from the date of the IPO for the calculation of dilutive loss per share.

New Accounting Pronouncements

There are no new accounting pronouncements issued or effective during the three months ended March 29, 2014 for which the adoption thereof had a material impact on the Company's consolidated financial statements.

10

2.   ACQUISITIONS

Gienow

On April 9, 2013, the Company, through its wholly-owned Canadian subsidiary Gienow Canada Inc., acquired Gienow WinDoor Ltd. for $20.4 million, through the purchase of all of the capital stock of Gienow WinDoor Ltd. Immediately subsequent to the acquisition, Gienow WinDoor Ltd. was amalgamated into Gienow Canada Inc. (the surviving entity, "Gienow"). In January 2014, Gienow was amalgamated with the Company's legacy Western Canadian business. Gienow is in the business of manufacturing, distributing, and selling windows, doors, and related products and services to industrial and residential customers in Canada and the United States. Gienow has a manufacturing facility located in Calgary, Alberta, Canada. The Company accounted for the transaction as a purchase in accordance with the provisions of Accounting Standards Codification 805, Business Combinations, which results in a new valuation for the assets and liabilities of Gienow based upon fair values as of the acquisition date.

The Company determined the fair value of the tangible and intangible assets and the liabilities acquired, and recorded goodwill based on the excess of fair value of the acquisition consideration over such fair values, as follows:

(Amounts in thousands)
Accounts receivable	$	11,714
Inventories	6,814
Other current assets	1,118
Property and equipment	4,746
Deferred taxes	2,657
Intangible assets	1,083
Goodwill	3,717
Accounts payable and accrued expenses	(10,041		)
Other liabilities	(1,428		)
	$	20,380

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

Mitten

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

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The Company determined the fair value of the tangible and intangible assets and the liabilities acquired, and recorded goodwill based on the excess of fair value of the acquisition consideration over such fair values, as follows:

(Amounts in thousands)
Accounts receivable	$	18,393
Inventories	22,592
Other current assets	904
Property and equipment	9,279
Other assets	1,439
Intangible assets	35,400
Goodwill	26,098
Accounts payable and accrued expenses	(27,499		)
Deferred taxes	(9,786		)
	$	76,820

The $26.1 million of goodwill was allocated to the Siding, Fencing and Stone segment and none of the goodwill is expected to be deductible for tax purposes.     

3.   GOODWILL

The Company records the excess of purchase price over the fair value of the net assets of acquired companies as goodwill or other identifiable intangible assets.  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 uses the two-step method to determine goodwill impairment.  If the carrying amount of a reporting unit exceeds its fair value (“Step One”), the Company measures the possible goodwill impairment based upon a hypothetical allocation of the fair value estimate of the reporting unit to all of the underlying assets and liabilities of the reporting unit, including previously unrecognized intangible assets (“Step Two”).  The excess of the reporting unit’s fair value over the amounts assigned to its assets and liabilities is the implied fair value of goodwill.  An impairment loss is recognized to the extent that a reporting unit’s recorded goodwill exceeds the implied fair value of goodwill. The Company has elected not to utilize the qualitative Step Zero impairment assessment. There was no goodwill impairment for the year ended December 31, 2013 and no impairment indicators which would trigger an interim impairment test during the three months ended March 29, 2014.

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.

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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 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.  

The reporting unit goodwill balances were as follows as of March 29, 2014 and December 31, 2013:

(Amounts in thousands)
	March 29, 2014		December 31, 2013
Siding, Fencing and Stone	$	345,131	$	346,140
Windows and Doors	73,356		74,088
	$	418,487	$	420,228

The changes in the goodwill balances from December 31, 2013 to March 29, 2014 relate to currency translation adjustments.

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4.   INTANGIBLE ASSETS, NET

The table that follows presents the major components of intangible assets as of March 29, 2014 and December 31, 2013:

(Amounts in thousands)	Average Amortization Period			Accumulated			Net Carrying
	(in Years)	Cost		Amortization			Value
As of March 29, 2014
Patents	14	$	12,770	$	(9,486	)	$	3,284
Trademarks/Tradenames	10	91,860		(66,968		)	24,892
Customer relationships	12	187,055		(112,321		)	74,734
Other	5	3,540		(2,904		)	636
Total intangible assets	12	$	295,225	$	(191,679	)	$	103,546
As of December 31, 2013:
Patents	14	$	12,770	$	(9,250	)	$	3,520
Trademarks/Tradenames	10	91,884		(65,801		)	26,083
Customer relationships	12	187,055		(107,721		)	79,334
Other	5	3,427		(2,352		)	1,075
Total intangible assets	12	$	295,136	$	(185,124	)	$	110,012

Estimated amortization expense for the fiscal years 2014 through 2018 is shown in the following table:

	Amortization
(Amounts in thousands)	expense
2014 (remainder of year)	$	15,084
2015	20,339
2016	19,661
2017	15,826
2018	15,045

5.  COMPREHENSIVE INCOME (LOSS)

Comprehensive income (loss), net of tax is comprised of the following:

(Amounts in thousands)	For the three months ended
	March 29, 2014			March 30, 2013
Net loss	$	(51,578	)	$	(28,107	)
Foreign currency translation adjustment	(4,660		)	(768		)
Unrealized loss on derivative instrument	(357		)	—
Comprehensive loss	$	(56,595	)	$	(28,875	)

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6.   LONG-TERM DEBT

Long-term debt in the accompanying condensed consolidated balance sheets at March 29, 2014 and December 31, 2013 consists of the following:

(Amounts in thousands)
	March 29, 2014		December 31, 2013
Senior secured asset based revolving credit facility	$	40,000	$	—
Term Loan due 2021, net of unamortized early tender premium
and discount of $37,132 and $0, respectively	392,868		—
6.50% Senior notes due 2022, net of unamortized early tender premium
and discount of $44,475 and $0, respectively	455,525		—
8.25% Senior secured notes due 2018, net of unamortized early
tender premium and discount of $0 and $30,426, respectively	—		725,574
9.375% Senior notes due 2017, net of
unamortized discount of $0 and $4,546, respectively	—		91,454
	$	888,393	$	817,028

Recent developments

As described in the following paragraph, Ply Gem Industries modified its debt structure during the three months ended March 29, 2014. On January 30, 2014, Ply Gem Industries completed an offering of $500.0 million aggregate principal amount of 6.50% Senior Notes due 2022 (the “6.50% Senior Notes”) and also entered into a $430.0 million senior secured term loan facility due 2021 (the “Term Loan Facility”). The approximate $927.9 million of net proceeds from the issuance of the 6.50% Senior Notes and the borrowings under the Term Loan Facility were used by Ply Gem Industries to purchase all of its 8.25% Senior Secured Notes due 2018 (the "8.25% Senior Secured Notes") and 9.375% Senior Notes due 2017 (the "9.375% Senior Notes") tendered in the tender offers described below, to satisfy and discharge the remaining obligations under the indentures governing the 8.25% Senior Secured Notes and 9.375% Senior Notes and to pay related fees and expenses.

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

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6.50% Senior Notes due 2022

On January 30, 2014, Ply Gem Industries issued $500.0 million of 6.50% Senior Notes at par. Interest accrues at 6.50% per annum and will be paid semi-annually on February 1 and August 1 of each year, commencing on August 1, 2014. The 6.50% Senior Notes will mature on February 1, 2022.

Prior to February 1, 2017, Ply Gem Industries may redeem up to 40% of aggregate principal amount of the 6.50% Senior Notes with the net cash proceeds from certain equity offerings at a redemption price equal to 106.50% of the aggregate principal amount of the 6.50% Senior Notes to be redeemed, plus accrued and unpaid interest, if any, provided that at least 50% of the aggregate principal amount of the 6.50% Senior Notes remains outstanding after the redemption. Prior to February 1, 2017, Ply Gem Industries may redeem the 6.50% Senior Notes, in whole or in part, at a redemption price equal to 100% of the principal amount plus a “make-whole” premium plus accrued and unpaid interest, if any. At any time on or after February 1, 2017, Ply Gem Industries may redeem the 6.50% Senior Notes, in whole or in part, at declining redemption prices set forth in the indenture governing the 6.50% Senior Notes plus, in each case, accrued and unpaid interest, if any, to the redemption date.

The 6.50% Senior Notes are fully and unconditionally and jointly and severally guaranteed on a senior unsecured basis by Ply Gem Holdings and all of the wholly-owned domestic subsidiaries of Ply Gem Industries (the “Guarantors”).  The indenture governing the 6.50% Senior Notes contains certain covenants that limit the ability of Ply Gem Industries and its restricted subsidiaries to incur additional indebtedness, pay dividends or make other distributions or repurchase or redeem their stock, make loans and investments, sell assets, incur certain liens, enter into agreements restricting their ability to pay dividends, enter into transactions with affiliates, and consolidate, merge or sell assets.  In particular, Ply Gem Industries and its restricted subsidiaries may not incur additional debt (other than permitted debt (as defined in the indenture) in limited circumstances) unless, after giving effect to such incurrence, the consolidated interest coverage ratio of Ply Gem Industries would be at least 2.00 to 1.00.  In the absence of satisfying the consolidated interest coverage ratio test, Ply Gem Industries and its restricted subsidiaries may only incur additional debt under certain circumstances, including, but not limited to, debt under credit facilities (as defined in the indenture) (x) in an amount not to exceed the greater of (a) $350.0 million and (b) the borrowing base (as defined in the indenture) and (y) in an amount not to exceed the greater of (A) $575.0 million and (B) the aggregate amount of indebtedness (as defined in the indenture) that that would cause the consolidated secured debt ratio (as defined in the indenture) to be equal to 4.00 to 1.00; purchase money indebtedness in an aggregate amount not to exceed the greater of (x) $35.0 million and (y) 10% of consolidated net tangible assets (as defined in the indenture) at any one time outstanding; debt of foreign subsidiaries in an aggregate amount not to exceed the greater of (x) $60.0 million and (y) 15% of consolidated net tangible assets (as defined in the indenture) at any one time outstanding; debt pursuant to a general basket in an aggregate amount at any one time outstanding not to exceed the greater of (x) $75.0 million and (y) 20% of consolidated net tangible assets; and the refinancing of debt under certain circumstances. On January 30, 2014, Ply Gem Industries and the Guarantors entered into a registration rights agreement relating to the 6.50% Senior Notes. Ply Gem Industries will be required to pay additional interest on the 6.50% Senior Notes if it fails to comply with certain of its obligations under the registration rights agreement within specified time periods.

Term Loan Facility due 2021

On January 30, 2014, Ply Gem Industries entered into a credit agreement governing the terms of its new $430.0 million Term Loan Facility. Ply Gem Industries 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 will be 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 March 29, 2014, the Company's interest rate on the Term Loan Facility was 4.00%.

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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. 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 and with respect to certain repricing transactions occurring within six months of January 30, 2014, which shall be subject to a prepayment premium of 1.00%.

The Term Loan Facility requires Ply Gem Industries to prepay outstanding term loans, subject to certain exceptions, with: (i) 50% (which percentage will be reduced to 25% if our consolidated senior secured debt ratio is equal or less than 2.50 to 1.00 but greater than 2.00 to 1.00 and to 0% if our consolidated senior secured debt ratio is equal to or less than 2.00 to 1.00) of our annual excess cash flow (as defined in the credit agreement), to the extent such excess cash flow exceeds $15.0 million, commencing with the fiscal year ending December 31, 2015; (ii) 100% of the net cash proceeds of certain non-ordinary course asset sales or certain insurance and condemnation proceeds, in each case subject to certain exceptions and reinvestment rights; and (iii) 100% of the net cash proceeds of certain issuances of debt, other than proceeds from debt permitted under the Term Loan Facility.

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 and also does not contain any restrictive financial covenants. The Term Loan Facility also restricts the ability of Ply Gem Industries’ subsidiaries to enter into agreements restricting their ability to grant liens to secure the Term Loan Facility and contains a restriction on changes in fiscal year.

8.25% Senior Secured Notes due 2018

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

As a result of the 2013 initial public offering, on June 28, 2013, Ply Gem Industries redeemed $84.0 million aggregate principal amount of its 8.25% Senior Secured Notes at a redemption price equal to 103%, plus accrued and unpaid interest thereon of approximately $2.6 million. The call premium for this redemption was approximately $2.5 million. Additionally, the Company expensed approximately $3.8 million of unamortized discount and $1.8 million of unamortized debt issuance costs in connection with this redemption and the related loss on debt extinguishment.

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

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Senior Secured Asset Based Revolving Credit Facility due 2018

On November 1, 2013, Ply Gem Holdings, Inc., Ply Gem Industries, Inc., Ply Gem Canada, Gienow Canada Inc., and Mitten Inc. (together with Ply Gem Canada and Gienow, the “Canadian Borrowers”) entered into an amended and restated credit agreement governing the ABL Facility. Among other things, the amendment and restatement of the credit agreement governing the ABL Facility: (i) increased the overall facility to $250.0 million from $212.5 million, (ii) increased the accordion feature to $100.0 million, (iii) reduced the applicable margin for borrowings under the ABL Facility to a range from 1.50% to 2.00% for Eurodollar rate loans, depending on availability, and (iv) increased the amount available under the ABL Facility to Ply Gem Industries' Canadian subsidiaries to $50.0 million. Under the ABL Facility, $200.0 million is available to Ply Gem Industries and $50.0 million is available to the Canadian Borrowers. The following summary describes the ABL Facility after giving effect to the amendment and restatement. As a result of the ABL Facility amendment in which the loan syndication consisted of previous members who either maintained or increased their position as well as new syndication members, the Company capitalized new debt issuance costs of $1.3 million and will amortize these costs through 2018.

The ABL Facility provides for revolving credit financing of up to $250.0 million subject to borrowing base availability, including sub-facilities for letters of credit, swingline loans and borrowings in Canadian dollars and United States dollars, $200.0 million of the ABL Facility is available to Ply Gem Industries and $50.0 million is available to the Canadian Borrowers. In addition, the ABL Facility provides that the revolving commitments may be increased to $350.0 million in the aggregate, subject to certain terms and conditions. All outstanding loans under the ABL Facility are due and payable in full on November 1, 2018.

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 0.75% for base rate loans and 1.75% 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 March 29, 2014, the Company’s interest rate on the ABL Facility was approximately 1.97%.  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) $17.5 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) $22.5 million ($20.0 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.

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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.  In particular, Ply Gem Industries is permitted to incur additional debt in limited circumstances, including, but not limited to, permitted subordinated indebtedness in an aggregate principal amount not to exceed $112.5 million at any time outstanding (subject to the ability to incur additional permitted subordinated debt provided that immediately after giving effect to such incurrence excess availability is more than 25% of the lesser of the total borrowing base and the aggregate commitments and Ply Gem Industries is in pro forma compliance with the fixed charge coverage ratio), purchase money indebtedness in an aggregate amount not to exceed $25.0 million at any one time outstanding, debt of foreign subsidiaries (other than Canadian subsidiaries) in an aggregate amount not to exceed $10.0 million at any one time outstanding, indebtedness in connection with the tax receivable agreement in an aggregate principal amount not to exceed $100.0 million, and the refinancing of debt under certain circumstances.  

As of March 29, 2014, Ply Gem Industries had approximately $204.3 million of contractual availability and approximately $154.7 million of borrowing base availability under the ABL Facility, reflecting $40.0 million of borrowings outstanding and approximately $5.7 million of letters of credit and priority payables reserves.

9.375% Senior Notes due 2017

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

A portion of the early call premium and the original unamortized discount on the 13.125% Senior Subordinated Notes was recorded as a discount on the $160.0 million of 9.375% Senior Notes, given that the transaction was predominately accounted for as a loan modification.

As a result of the 2013 initial public offering, on June 22, 2013, Ply Gem Industries redeemed $64.0 million aggregate principal amount of the 9.375% Senior Notes at a redemption price equal to 109.375%, plus accrued and unpaid interest thereon of approximately $1.1 million. The call premium for this redemption was approximately $6.0 million. Additionally, the Company expensed approximately $3.7 million of unamortized discount and $1.2 million of unamortized debt issuance costs in connection with this redemption and the related loss on debt extinguishment.

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

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Loss on debt modification or extinguishment

As a result of the January 2014 6.50% Senior Notes and Term Loan Facility issuance and the tender, redemption, and repurchase of the 8.25% Senior Secured Notes and the 9.375% Senior Notes (the "January 2014 Refinancing") during the three months ended March 29, 2014, the Company performed an analysis to determine the proper accounting treatment for the January 2014 Refinancing. Specifically, the Company evaluated each creditor with ownership in both the new 6.50% Senior Notes and/or Term Loan Facility debt instruments and the old 8.25% Senior Secured Notes and/or 9.375% Senior Notes to determine whether the transaction should be accounted for as a modification or an extinguishment of debt as it relates to each individual creditor. The Company had approximately $34.4 million of unamortized debt discount and $14.9 million of unamortized debt issuance costs associated with the 8.25% Senior Secured Notes and 9.375% Senior Notes, of which approximately $4.8 million and $2.1 million, respectively, were expensed as a loss on extinguishment of debt in the condensed consolidated statement of operations and comprehensive income (loss) for the three months ended March 29, 2014 as a result of the January 2014 Refinancing.

The Company also incurred an early tender premium of approximately $61.1 million in conjunction with this transaction, of which approximately $52.6 million was recorded as a discount on the 6.50% Senior Notes and the Term Loan Facility and approximately $8.5 million was expensed as a loss on extinguishment of debt in the condensed consolidated statement of operations and comprehensive income (loss) for the three months ended March 29, 2014. The Company also expensed approximately $0.3 million for the third party fees for the 8.25% Senior Secured Notes and 9.375% Senior Notes as a result of the January 2014 Refinancing for the year three months ended March 29, 2014. The Company also incurred approximately $14.7 million of costs associated with the 6.50% Senior Notes and Term Loan Facility, of which approximately $9.2 million was recorded as debt issuance costs and approximately $5.5 million was expensed as a loss on modification of debt in the condensed consolidated statement of operations and comprehensive income (loss) for the three months ended March 29, 2014. Additionally, the Company incurred an original issue discount of approximately $2.2 million for the Term Loan Facility, of which approximately $1.9 million was recorded as a discount and approximately $0.3 million was expensed as a loss on extinguishment of debt in the condensed consolidated statement of operations and comprehensive income (loss) for the three months ended March 29, 2014.

Based on the January 2014 Refinancing, the Company recognized a loss on debt modification or extinguishment of approximately $21.4 million for the three months ended March 29, 2014 as summarized in the table below.

(Amounts in thousands)	For the three months ended
	March 29, 2014		March 30, 2013
Loss on extinguishment of debt:
Tender premium	$	8,493	$	—
8.25% Senior Secured Notes and 9.375% Senior Notes unamortized discount	4,773		—
8.25% Senior Secured Notes and 9.375% Senior Notes unamortized debt issuance costs	2,067		—
Term Loan Facility unamortized discount	255		—
	15,588		—
Loss on modification of debt:
Third party fees for 8.25% Senior Secured Notes and 9.375% Senior Notes	302		—
Third party fees for 6.50% Senior Notes and Term Loan Facility	5,474		—
	5,776		—
Total loss on modification or extinguishment of debt	$	21,364	$	—

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7.   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
	March 29, 2014			March 30, 2013
Service cost	$	—		$	29
Interest cost	476			440
Expected return on plan assets	(567		)	(513		)
Amortization of loss	116			234
Net periodic benefit expense	$	25		$	190

8.   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 $3.2 million and $3.1 million at March 29, 2014 and December 31, 2013, respectively.  As of March 29, 2014 and December 31, 2013, the Company has recorded liabilities related to these indemnifications of approximately $0.5 million and $0.4 million, respectively, in current liabilities and $2.7 million and $2.7 million, respectively, in long-term liabilities, consisting of the following:

(Amounts in thousands)	March 29, 2014		December 31, 2013
Product claim liabilities	$	140	$	140
Multiemployer pension plan withdrawal liability	2,385		2,362
Other	655		576
	$	3,180	$	3,078

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 March 29, 2014 and December 31, 2013, warranty liabilities of approximately $10.5 million and $10.9 million, respectively, have been recorded in current liabilities and approximately $30.4 million and $31.6 million, respectively, have been recorded in long term liabilities.

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

	For the three months ended
(Amounts in thousands)	March 29, 2014			March 30, 2013
Balance, beginning of period	$	42,466		$	37,870
Warranty expense during period	1,970			2,519
Settlements made during period	(3,516		)	(2,681		)
Balance, end of period	$	40,920		$	37,708

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 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, entered into an Administrative Order on Consent, 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 Administrative Order on Consent, MW provided the EPA, among other things, a RCRA Facility Investigation 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 RCRA Facility Investigation Workplan ("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 sheet at March 29, 2014 and December 31, 2013.  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.  The Company’s ability to seek indemnification from U.S. Industries, Inc. is, however, 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 March 29, 2014, no recovery has been recognized on the Company’s condensed consolidated balance sheet, but the Company will actively pursue the validity of this indemnity in future periods and will recognize future recoveries in the period in which they become probable.

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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, however the facility has not received any official communications concerning this sampling event or the addition of the groundwater contamination site to the NPL. Alcan Aluminum Corporation ("Alcan") has assumed the obligation to indemnify us with respect to certain liabilities for environmental contamination of the Kroy facility occurring prior to 1994. Notwithstanding this indemnity, however, under applicable Federal and State laws, Kroy, and Ply Gem as its parent, could be held liable for all or part of the costs associated with the matter under certain circumstances. Moreover, the ability of Kroy and Ply Gem to seek indemnification may be limited by the strength of Alcan’s financial condition as well as the terms and limits of the indemnity.

The Company is currently involved in environmental proceedings involving Ply Gem Canada and Alberta Environment (arising from subsurface contamination discovered at our Calgary, Alberta property), and the Company may in the future be subject to environmental proceedings involving Thermal-Gard, Inc. (arising from groundwater contamination in Punxsutawney, Pennsylvania) and 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).  Under the stock purchase agreement governing the Ply Gem acquisition, Nortek is to indemnify us fully for any liability in connection with the Punxsutawney contamination. Under the stock purchase agreement governing the MHE acquisition, Alcoa Securities Corporation and Alcoa, Inc. is to indemnify us for certain environmental liabilities in excess of $2.5 million, including liabilities relating to the landfill site in Sidney, Ohio and the nine contaminated sites in Indiana, Ohio and South Carolina.  Our former subsidiary, Hoover Treated Wood Products, Inc., is involved in an environmental proceeding with the Georgia Department of Natural Resources in connection with a contaminated landfill site in Thomson, Georgia.  While we had assumed an obligation to indemnify the purchaser of our former subsidiary when we sold Hoover Treated Wood Products, Inc., our obligation has been novated and assumed by Nortek. Our ability to seek indemnification or enforce these and other obligations is, however, limited by the strength of the financial condition of the indemnitor or responsible party, which could change in the future, as well as the terms and limits of any such indemnities or obligations.

Based on current information, 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's subsidiaries will not result in material costs or liabilities. While the stock purchase agreements governing certain of our acquisitions provide that the sellers will indemnify us, subject to certain limitations, for certain environmental liabilities, our ability to seek indemnification from the respective sellers is limited by various factors, including the financial condition of the indemnitor or responsible party as well as by the terms and limits of such indemnities or obligations. As a result, there can be no assurance that we could receive any indemnification from the sellers, and any related environmental liabilities, costs or penalties could have a material adverse effect on our financial condition and results of operations.

Self-insured risks

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

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

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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 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 John Gulbankian and Robert D. Callahan v. MW Manufacturers, Inc. (“Gulbankian”), a purported class action filed in March 2010 in the United States District Court for the District of Massachusetts (the “Court”), plaintiffs, on behalf of themselves and all others similarly situated, allege damages as a result of the defective design and manufacture of MW's V-Wood windows. In Eric Hartshorn and Bethany Perry v. MW Manufacturers, Inc. (“Hartshorn”), a purported class action filed in July 2012 in the Court, plaintiffs, on behalf of themselves and all others similarly situated, allege damages as a result of the defective design and manufacture of MW's Freedom and Freedom 800 windows. On April 22, 2014, plaintiffs in both the Gulbankian and Hartshorn cases filed a Consolidated Amended Class Action Complaint, making similar claims against all MW vinyl clad windows, including MW’s V-Wood, Freedom, Freedom 600 and Freedom 800 windows. 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.

During the first quarter of 2014, MW engaged in mediation sessions with the plaintiffs’ counsel for both the Gulbankian and Hartshorn cases. MW signed a settlement agreement with plaintiffs as of April 18, 2014 that would settle both the Gulbankian and Hartshorn cases on a nationwide basis (the “Vinyl Clad Settlement Agreement”). The hearing regarding preliminary approval of this settlement has been scheduled for May 20, 2014. Under this settlement, a cash payment will be available for eligible consumers submitting qualified claims showing, among other requirements, certain damage to the frames of their MW vinyl clad windows, and MW has agreed to pay attorneys' fees and costs to plaintiffs' counsel not to exceed $2.5 million upon final approval of the settlement by the Court. The Vinyl Clad Settlement Agreement provides that this settlement would apply to any and all MW vinyl clad windows manufactured from January 1, 1987 through the date of preliminary approval of the settlement. It is expected that, if the settlement receives final approval, it will result in the dismissal of Karl Memari v. Ply Gem Prime Holdings, Inc. et al., another pending lawsuit discussed below that is seeking class certification with respect to vinyl-clad windows manufactured by MW. The settlement is not final until the Court grants final approval of the settlement. The Court may, in its sole discretion, determine not to accept the settlement. If the Court does not grant final approval of the settlement, the Vinyl Clad Settlement Agreement will not be binding on the parties. The Company and MW deny all liability in the settlement and with respect to the facts and claims alleged. The Company, however, is aware of the substantial burden, expense, inconvenience and distraction of continued litigation, and agreed to settle the litigation to avoid these.

As a result of this settlement, the Company recognized a $5.0 million expense during the three months ended March 29, 2014 within selling, general, and administrative expenses in the Company’s condensed consolidated statement of operations and comprehensive income (loss). It is possible that the Company may incur costs in excess of the recorded amounts; however, the Company currently expects that the total net cost to resolve the lawsuits will not exceed approximately $5.0 million. The estimated $5.0 million liability has been recorded with $3.0 million as a current liability within accrued expenses and $2.0 million as a noncurrent liability within other liabilities in the Company’s condensed consolidated balance sheet as of March 29, 2014.

In Karl Memari v. Ply Gem Prime Holdings, Inc. et al., a purported class action filed in March 2013 in the United States District Court for the District of South Carolina, Charleston Division, plaintiff, on behalf of himself and all others similarly situated, alleges damages as a result of the illegality and/or defects of MW's vinyl clad windows. The plaintiff seeks a variety of relief, including (i) actual and compensatory damages, (ii) punitive damages, and (iii) attorneys' fees and costs of litigation. Discovery regarding class certification has closed, however, the hearing regarding class certification has not yet been scheduled. While the damages sought in this action have not yet been quantified, it is expected that, if the settlement of the Gulbankian and Hartshorn cases receives final approval, it will result in the dismissal of this action.

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In Anthony Pagliaroni 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, plaintiff, on behalf of himself and all others similarly situated, alleges 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 plaintiff seeks 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. This action is currently in discovery regarding class certification, and a hearing regarding class certification has not yet been scheduled. 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 of the indemnity as well as the strength of Deceuninck's financial condition, which could change in the future.

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

In J-Channel Industries Corporation v. Lowe’s Companies, Inc., and Ply Gem Industries, Inc., a purported patent infringement case filed in the United States District Court for the Eastern Division of Tennessee, Northern Division, plaintiff, a wholly owned subsidiary of CopyTele, Inc., a company specializing in patent monetization and patent assertion, alleges damages as a result of patent infringement by certain windows having an integrated “j-channel” feature. Ply Gem has accepted tender from co-defendant Lowe’s Companies, Inc. The plaintiff seeks a variety of relief, including (i) economic and compensatory damages and (ii) attorneys' fees and costs of litigation. This action is currently in the early stages of discovery. 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 businesses that cover a wide range of matters, including, among others, environmental matters, contract and employment claims, personal injury, product liability, warranty and modification, adjustment or replacement of component parts of 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 their 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.

9.   ACCRUED EXPENSES AND OTHER LONG-TERM LIABILITIES

Accrued expenses consist of the following at March 29, 2014 and December 31, 2013:

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(Amounts in thousands)	March 29, 2014		December 31, 2013
Insurance	$	4,129	$	3,926
Employee compensation and benefits	9,851		8,916
Sales and marketing	24,626		34,215
Product warranty	10,536		10,861
Accrued freight	1,589		1,350
Accrued interest	8,234		25,477
Accrued environmental liability	458		463
Accrued pension	2,258		2,258
Accrued sales returns and discounts	3,037		3,263
Accrued taxes	3,388		3,433
Litigation accrual	3,000		—
Other	19,475		18,778
	$	90,581	$	112,940

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Other long-term liabilities consist of the following at March 29, 2014 and December 31, 2013:

(Amounts in thousands)	March 29, 2014		December 31, 2013
Insurance	$	2,398	$	2,213
Pension liabilities	6,271		6,622
Multi-employer pension withdrawal liability	2,385		2,362
Product warranty	30,384		31,605
Long-term product claim liability	140		140
Long-term environmental liability	1,247		1,247
Liabilities for tax uncertainties	3,051		2,934
Litigation accrual	2,000		—
Other	4,206		5,437
	$	52,082	$	52,560

Long-term incentive plan

During 2011, the Company finalized a long-term incentive plan (“LTIP”) for certain employees. The long-term incentive plan was implemented to retain and incentivize employees through the downturn in the housing market. During the three months ended March 29, 2014 and March 30, 2013, the Company recognized a LTIP expense of $0.6 million and $0.5 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 is $2.3 million and $4.6 million as of March 29, 2014 and December 31, 2013, respectively, of which $2.0 million and $2.9 million has been recorded within other current liabilities and $0.3 million and $1.7 million in other long-term liabilities in the condensed consolidated balance sheets as of March 29, 2014 and December 31, 2013, respectively.

Other liabilities

During the three months ended March 29, 2014 and March 30, 2013, the Company made approximately $2.1 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 during 2013 as well as product simplification costs incurred for the entire Windows and Doors segment.

10.   INCOME TAXES

Effective tax rate and debt transactions

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 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 (loss) income. In addition, we exclude jurisdictions with a projected loss for the year or the year-to-date loss where we cannot recognize a tax benefit from our 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 (benefit) in future periods in accordance with ASC 740-270.

For the three months ended March 29, 2014, the Company's estimated effective income tax rate was approximately 19.7%, which varied from the statutory rate primarily due to state income tax expense, valuation allowance, tax contingencies, and foreign income taxes. The effective tax rate including discrete items was 19.5%. The tax benefit for the three months ended March 29, 2014 is approximately $12.5 million.

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Valuation allowance

As of March 29, 2014, a full valuation allowance has been provided against certain deferred tax assets as it is presently deemed more likely than not that the benefit of such net tax assets will not be utilized. The Company's Canadian subsidiaries are not in a full valuation allowance position as of March 29, 2014. Due to recent cumulative losses incurred by the Company, management did not rely upon projections of future taxable income in assessing the recoverability of deferred tax assets. The Company currently has book goodwill of approximately $20.2 million that is not amortized, which results in a deferred tax liability of approximately $6.2 million at March 29, 2014. Therefore, the reversal of deferred tax liabilities related to this goodwill is not considered a source of future taxable income in assessing the realization of its deferred tax assets. The Company continues to evaluate its ability to realize the net deferred tax assets and its estimates are subject to change.

Tax uncertainties

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 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. The Company’s state income tax returns are not currently under examination by any state taxing authorities. During the three months ended March 29, 2014, the Company increased its tax contingency reserve by approximately $0.1 million as a result of interest accrued on existing uncertain tax positions.

Tax Receivable Agreement

On May 22, 2013, the Company entered into a Tax Receivable Agreement (the “Tax Receivable Agreement”) with PG ITR Holdco, L.P. (the “Tax Receivable Entity”). The Tax Receivable Agreement generally provides for the payment by the Company to the Tax Receivable Entity of 85% of the amount of cash savings, if any, in U.S. federal, state and local income tax that the Company actually realizes in periods ending after the IPO as a result of (i) net operating loss ("NOL") carryovers from periods (or portions thereof) ending before January 1, 2013, (ii) deductible expenses attributable to the transactions related to the IPO and (iii) deductions related to imputed interest deemed to be paid by the Company as a result of or attributable to payments under the Tax Receivable Agreement. The term of the Tax Receivable Agreement will continue until all such benefits have been utilized or expired. The Company will retain the benefit of the remaining 15% of these tax savings. The Tax Receivable Agreement will obligate the Company to make payments to the Tax Receivable Entity generally equal to 85% of the applicable cash savings that is actually realized as a result of utilizing NOL carryovers once the tax returns are filed for that respective tax year.

The Company estimates that the total anticipated amount of future payments under the Tax Receivable Agreement will be approximately $100.0 million assuming no material changes in the relevant tax law, that the Company earns sufficient taxable income to utilize the net operating loss carrying forwards, and that utilization of such tax attributes is not subject to limitation under Section 382 of the Internal Revenue Code of 1986, as amended (the "Code") as the result of an “ownership change”. It is possible that future transactions or events or changes in estimates could increase or decrease the actual tax benefits realized from these tax attributes and the corresponding Tax Receivable Agreement payments and liability.

As of March 29, 2014, the Company had a liability of approximately $16.0 million for the amount due pursuant to the Tax Receivable Agreement related to NOL carryovers. Approximately $4.4 million of this outstanding liability was expensed in the Company's condensed consolidated statement of operations and comprehensive income (loss) for the three months ended March 29, 2014.

Other

As of March 29, 2014, the Company has not established U.S. deferred taxes on approximately $9.3 million of unremitted earnings of the Company’s foreign subsidiary, Ply Gem Canada. Notwithstanding the provisions within the American Jobs Creation Act of 2004, the Company continues to consider these amounts to be permanently invested.

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On December 23, 2011, the U.S. Treasury Department issued comprehensive temporary and proposed regulations addressing the treatment of expenditures related to tangible property for tax purposes. The final regulations were issued on September 13, 2013 and are effective for tax years beginning January 1, 2014. The Company has begun to evaluate the changes necessary to comply with the regulations and the related administrative procedures and is not currently aware of any adjustments that would be material to the Company’s condensed consolidated financial statements.

11.   STOCK-BASED COMPENSATION

A rollforward of stock options outstanding during the three months ended March 29, 2014 is presented below: 

	Stock Options		Weighted- Average Exercise Price		Weighted- Average Remaining Contractual Term (Years)
Balance at January 1, 2014	3,285,750		$	11.04	5.24
Granted	151,147		15.11		—
Exercised	(587,047	)	1.76		—
Forfeited or expired	—		—		—
Balance at March 29, 2014	2,849,850		$	13.17	6.19

In connection with the merger in conjunction with the IPO, options to purchase shares of common stock of Ply Gem Prime were converted into 3,386,008 options to purchase shares of Ply Gem Holdings common stock with adjustments to the per share exercise prices.

As of March 29, 2014, 1,897,289 options were 100% vested.  At March 29, 2014, the Company had approximately $3.4 million of total unrecognized compensation expense that will be recognized over the weighted average period of 2.08 years.  The Company recorded compensation expense of $0.4 million and $0.5 million for the three months ended March 29, 2014 and March 30, 2013, respectively, related to the vesting of these options.

Restricted stock

During January 2012, the Company issued 3,886 restricted shares of common stock to each of three independent members of the Board of Directors.  These shares vested over the 2012 calendar period and the Company expensed these items as compensation expense ratably during 2012. During the three ended March 30, 2013, the Company expensed $45,000, related to these grants in selling, general, and administrative expenses within the condensed consolidated statement of operations and comprehensive income (loss).

During December 2012, the Company issued 3,886 restricted shares of common stock to each of three independent members of the Board of Directors.  These shares will vest over the 2012 through 2013 twelve month period and the Company is expensing these items ratably over the twelve month period up to the vesting date. During the three months ended March 30, 2013, the Company expensed $45,000, related to these grants in selling, general, and administrative expenses within the condensed consolidated statement of operations and comprehensive income (loss).

During March 2014, the Company issued 3,523 restricted shares of common stock to each of three independent members of the Board of Directors.  These shares will vest over the approximate ten-month period to December 31, 2014 and the Company is expensing these items ratably over the ten-month period up to the vesting date. During the three months ended March 29, 2014, the Company expensed approximately $11,000, related to these grants in selling, general, and administrative expenses within the condensed consolidated statement of operations and comprehensive income (loss).

12.   SEGMENT INFORMATION

29

The Company defines operating segments as components of an enterprise about which separate financial information is available that is evaluated regularly by management in deciding how to allocate resources and in assessing performance.  The Company has two reportable segments:  (1) Siding, Fencing and Stone and (2) Windows and Doors.

The income before income taxes of each segment includes the revenue generated on transactions involving products within that segment less identifiable expenses.  Unallocated income and expenses include items which are not directly attributed to or allocated to either of the Company’s reporting segments.  Such items include interest, legal costs, corporate payroll, and unallocated finance, 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:

	For the three months ended
(Amounts in thousands)	March 29, 2014			March 30, 2013
Net sales
Siding, Fencing and Stone	$	137,055		$	137,725
Windows and Doors	132,410			119,372
	$	269,465		$	257,097
Operating earnings (loss)
Siding, Fencing and Stone	$	6,868		$	17,114
Windows and Doors	(20,497		)	(12,096		)
Unallocated	(5,960		)	(5,590		)
	$	(19,589	)	$	(572	)
	Total assets as of
	March 29, 2014			December 31, 2013
Total assets
Siding, Fencing and Stone	$	674,959		$	655,252
Windows and Doors	311,236			305,789
Unallocated	47,490			81,210
	$	1,033,685		$	1,042,251

30

13.  RELATED PARTY TRANSACTIONS

Under the General Advisory Agreement (the “General Advisory Agreement”) the Company entered into with CI Capital Partners LLC (“CI Capital Partners”), formerly Caxton-Iseman Capital LLC, CI Capital Partners provided the Company with acquisition and financial advisory services as the Board of Directors reasonably requested.  Under the General Advisory Agreement the Company paid and expensed, as a component of selling, general, and administrative expenses, a management fee of approximately $0.2 million for the three months ended March 30, 2013. The General Advisory Agreement was terminated in May 2013 and as a result, no management fee was paid during the three months ended March 29, 2014.

14.   RESTRUCTURING

On September 30, 2013, the Company announced that it will realign production across two manufacturing facilities in Calgary, Alberta, Canada, in an effort to improve the Company’s overall operating efficiency. The two manufacturing facilities resulted from the Company’s acquisition of Gienow, completed in April 2013, combined with the pre-existing manufacturing facility of Ply Gem Canada. These realignment plans include shifting the majority of the vinyl window and door production into Gienow’s manufacturing facility in Calgary, Alberta, Canada, while maintaining wood window and door production in Ply Gem Canada’s manufacturing facility also located in Calgary, Alberta, Canada. In connection with this realignment, distribution will also be realigned across Gienow and Ply Gem Canada distribution centers in Western Canada.

Production began to be realigned during 2013, with the majority completed by March 2014. In connection with these plans, the Company expects to incur pre-tax exit and restructuring cash and non-cash costs totaling approximately $2.9 million, which includes approximately $0.2 million for contract termination costs, approximately $1.1 million of personnel-related costs and approximately $1.6 million of other facilities-related costs.

The following table summarizes the Company's restructuring activity for the three months ended March 29, 2014:

(Amounts in thousands)	Accrued as of		Adjustments			Expensed		Cash payments			Accrued as of
	December 31, 2013		during 2014			during 2014		during 2014			March 29, 2014
Western Canada
Severance costs	$	603	$	(83	)	$	40	$	(318	)	$	242
Contract terminations	157		(23		)	—		—			134
Equipment removal and other	533		(72		)	1,219		(1,590		)	90
	$	1,293	$	(178	)	$	1,259	$	(1,908	)	$	466

The adjustments incurred in the three months ended March 29, 2014 related to the foreign currency translation impact of the related balances during the period.

The Company recorded restructuring costs in selling, general and administrative expenses in the consolidated statements of operations in the periods and segments shown in the following table:

	For the three months ended
(Amounts in thousands)	March 29, 2014		March 30, 2013
Siding, Fencing and Stone	$	—	$	—
Windows and Doors	1,259		—
	$	1,259	$	—

31

15.   GUARANTOR/NON-GUARANTOR

The 6.50% Senior Notes were issued by our direct 100% owned subsidiary, Ply Gem Industries, and are fully and unconditionally guaranteed on a joint and several basis by the Company and certain of Ply Gem Industries’ 100% owned subsidiaries.  Accordingly, the following guarantor and non-guarantor information is presented as of March 29, 2014 and December 31, 2013, and for the three ended March 29, 2014 and March 30, 2013.  The non-guarantor information presented represents our Canadian subsidiaries: Gienow Canada and Mitten.

PLY GEM HOLDINGS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)
For the three months ended March 29, 2014
	Guarantor			Issuer						Non-
	Ply Gem			Ply Gem			Guarantor			Guarantor			Consolidating
(Amounts in thousands)	Holdings, Inc.			Industries, Inc.			Subsidiaries			Subsidiaries			Adjustments			Consolidated
Net sales	$	—		$	—		$	222,068		$	47,397		$	—		$	269,465
Cost of products sold	—			—			191,320			38,332			—			229,652
Gross profit	—			—			30,748			9,065			—			39,813
Operating expenses:
Selling, general and
administrative expenses	—			5,960			32,763			15,357			—			54,080
Intercompany administrative
charges	—			—			4,189			1,831			(6,020		)	—
Amortization of intangible assets	—			—			4,041			1,281			—			5,322
Total operating expenses	—			5,960			40,993			18,469			(6,020		)	59,402
Operating loss	—			(5,960		)	(10,245		)	(9,404		)	6,020			(19,589		)
Foreign currency loss	—			—			—			(228		)	—			(228		)
Intercompany interest	—			18,676			(17,571		)	(1,105		)	—			—
Interest expense	—			(18,506		)	(11		)	(1		)	—			(18,518		)
Interest income	—			1			8			15			—			24
Tax receivable agreement liability adjustment	—			(4,373		)	—			—			—			(4,373		)
Loss on modification or
extinguishment of debt	—			(21,364		)	—			—			—			(21,364		)
Intercompany administrative income	—			6,020			—			—			(6,020		)	—
Loss before equity in
subsidiaries' loss	—			(25,506		)	(27,819		)	(10,723		)	—			(64,048		)
Equity in subsidiaries' loss	(51,578		)	(26,072		)	—			—			77,650			—
Loss before benefit for income taxes	(51,578		)	(51,578		)	(27,819		)	(10,723		)	77,650			(64,048		)
Benefit for income taxes	—			—			(8,629		)	(3,841		)	—			(12,470		)
Net loss	$	(51,578	)	$	(51,578	)	$	(19,190	)	$	(6,882	)	$	77,650		$	(51,578	)
Other comprehensive income (loss):
Foreign currency translation adjustments	—			—			—			(4,660		)	—			(4,660		)
Unrealized loss on derivative instrument	—			—			—			(357		)	—			(357		)
Total comprehensive loss	$	(51,578	)	$	(51,578	)	$	(19,190	)	$	(11,899	)	$	77,650		$	(56,595	)

32

PLY GEM HOLDINGS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)
For the three months ended March 30, 2013
	Guarantor			Issuer						Non-
	Ply Gem			Ply Gem			Guarantor			Guarantor			Consolidating
(Amounts in thousands)	Holdings, Inc.			Industries, Inc.			Subsidiaries			Subsidiary			Adjustments			Consolidated
Net sales	$	—		$	—		$	242,683		$	14,414		$	—		$	257,097
Cost of products sold	—			—			203,890			11,361			—			215,251
Gross profit	—			—			38,793			3,053			—			41,846
Operating expenses:
Selling, general and
administrative expenses	—			5,590			28,727			3,899			—			38,216
Intercompany administrative
charges	—			—			5,969			2,069			(8,038		)	—
Amortization of intangible assets	—			—			4,202			—			—			4,202
Total operating expenses	—			5,590			38,898			5,968			(8,038		)	42,418
Operating loss	—			(5,590		)	(105		)	(2,915		)	8,038			(572		)
Foreign currency loss	—			—			—			(33		)	—			(33		)
Intercompany interest	—			21,075			(21,075		)	—			—			—
Interest expense	—			(23,657		)	(11		)	—			—			(23,668		)
Interest income	—			1			3			11			—			15
Intercompany administrative income	—			8,038			—			—			(8,038		)	—
Loss before equity in
subsidiaries' loss	—			(133		)	(21,188		)	(2,937		)	—			(24,258		)
Equity in subsidiaries' loss	(28,107		)	(27,974		)	—			—			56,081			—
Loss before provision
(benefit) for income taxes	(28,107		)	(28,107		)	(21,188		)	(2,937		)	56,081			(24,258		)
Provision (benefit) for income taxes	—			—			4,644			(795		)	—			3,849
Net loss	$	(28,107	)	$	(28,107	)	$	(25,832	)	$	(2,142	)	$	56,081		$	(28,107	)
Other comprehensive income (loss):
Foreign currency translation adjustments	—			—			—			(768		)	—			(768		)
Total comprehensive loss	$	(28,107	)	$	(28,107	)	$	(25,832	)	$	(2,910	)	$	56,081		$	(28,875	)

33

PLY GEM HOLDINGS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATING BALANCE SHEET
As of March 29, 2014
(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	$	—		$	17,719		$	(7,345	)	$	5,121		$	—		$	15,495
Accounts receivable, net	—			—			131,685			31,894			—			163,579
Inventories:
Raw materials	—			—			42,883			12,398			—			55,281
Work in process	—			—			24,231			1,188			—			25,419
Finished goods	—			—			52,910			19,442			—			72,352
Total inventory	—			—			120,024			33,028			—			153,052
Prepaid expenses and other
current assets	—			597			17,180			9,698			—			27,475
Deferred income taxes	—			—			7,081			510			—			7,591
Total current assets	—			18,316			268,625			80,251			—			367,192
Investments in subsidiaries	(107,171		)	(174,322		)	—			—			281,493			—
Property and Equipment, at cost:
Land	—			—			3,565			925			—			4,490
Buildings and improvements	—			—			38,281			5,105			—			43,386
Machinery and equipment	—			3,787			304,321			16,448			—			324,556
	—			3,787			346,167			22,478			—			372,432
Less accumulated depreciation	—			(1,522		)	(254,311		)	(6,366		)	—			(262,199		)
Total property and equipment, net	—			2,265			91,856			16,112			—			110,233
Other Assets:
Intangible assets, net	—			—			73,983			29,563			—			103,546
Goodwill	—			—			383,042			35,445			—			418,487
Deferred income taxes	—			—			—			5,027			—			5,027
Intercompany note receivable	—			949,305			—			—			(949,305		)	—
Other	—			26,909			2,291			—			—			29,200
Total other assets	—			976,214			459,316			70,035			(949,305		)	556,260
	$	(107,171	)	$	822,473		$	819,797		$	166,398		$	(667,812	)	$	1,033,685
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
Current Liabilities:
Accounts payable	$	—		$	584		$	58,191		$	18,456		$	—		$	77,231
Accrued expenses	—			14,214			57,146			19,221			—			90,581
Total current liabilities	—			14,798			115,337			37,677			—			167,812
Deferred income taxes	—			—			8,774			7,799			—			16,573
Intercompany note payable	—			—			850,295			99,010			(949,305		)	—
Payable to related parties pursuant to
tax receivable agreement	—			15,996			—			—			—			15,996
Other long-term liabilities	—			10,457			37,404			4,221			—			52,082
Long-term debt	—			888,393			—			—			—			888,393
Commitments and contingencies
Stockholders' Equity (Deficit):
Preferred stock	—			—			—			—			—			—
Common stock	678			678			—			—			(678		)	678
Additional paid-in-capital	743,209			743,209			506,386			13,066			(1,262,661		)	743,209
(Accumulated deficit) retained earnings	(842,821		)	(842,821		)	(698,399		)	9,285			1,531,935			(842,821		)
Accumulated other
comprehensive loss	(8,237		)	(8,237		)	—			(4,660		)	12,897			(8,237		)
Total stockholders' (deficit) equity	(107,171		)	(107,171		)	(192,013		)	17,691			281,493			(107,171		)
	$	(107,171	)	$	822,473		$	819,797		$	166,398		$	(667,812	)	$	1,033,685

34

PLY GEM HOLDINGS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATING BALANCE SHEET
As of December 31, 2013
	Guarantor			Issuer						Non-
	Ply Gem			Ply Gem			Guarantor			Guarantor			Consolidating
(Amounts in thousands)	Holdings, Inc.			Industries, Inc.			Subsidiaries			Subsidiary			Adjustments			Consolidated
ASSETS
Current Assets:
Cash and cash equivalents	$	—		$	57,800		$	(4,970	)	$	16,971		$	—		$	69,801
Accounts receivable, net	—			—			110,475			29,587			—			140,062
Inventories:
Raw materials	—			—			41,593			9,720			—			51,313
Work in process	—			—			22,781			1,036			—			23,817
Finished goods	—			—			42,751			17,589			—			60,340
Total inventory	—			—			107,125			28,345			—			135,470
Prepaid expenses and other
current assets	—			613			17,270			5,331			—			23,214
Deferred income taxes	—			—			2,825			353			—			3,178
Total current assets	—			58,413			232,725			80,587			—			371,725
Investments in subsidiaries	(51,996		)	(229,668		)	—			—			281,664			—
Property and Equipment, at cost:
Land	—			—			3,565			963			—			4,528
Buildings and improvements	—			—			38,059			5,632			—			43,691
Machinery and equipment	—			3,275			300,089			18,250			—			321,614
	—			3,275			341,713			24,845			—			369,833
Less accumulated depreciation	—			(1,385		)	(249,344		)	(7,457		)	—			(258,186		)
Total property and equipment, net	—			1,890			92,369			17,388			—			111,647
Other Assets:
Intangible assets, net	—			—			77,968			32,044			—			110,012
Goodwill	—			—			383,042			37,186			—			420,228
Deferred income taxes	—			—			—			5,406			—			5,406
Intercompany note receivable	—			958,631			—			—			(958,631		)	—
Other	—			20,907			2,326			—			—			23,233
Total other assets	—			979,538			463,336			74,636			(958,631		)	558,879
	$	(51,996	)	$	810,173		$	788,430		$	172,611		$	(676,967	)	$	1,042,251
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
Current Liabilities:
Accounts payable	$	—		$	601		$	66,847		$	15,533		$	—		$	82,981
Accrued expenses	—			31,056			62,120			19,764			—			112,940
Total current liabilities	—			31,657			128,967			35,297			—			195,921
Deferred income taxes	—			—			9,005			8,110			—			17,115
Intercompany note payable	—			—			859,768			98,863			(958,631		)	—
Payable to related parties pursuant to
tax receivable agreement	—			11,623			—			—			—			11,623
Other long-term liabilities	—			1,861			46,315			4,384			—			52,560
Long-term debt	—			817,028			—			—			—			817,028
Commitments and contingencies
Stockholders' Equity (Deficit):
Preferred stock	—			—			—			—			—			—
Common stock	672			672			—			—			(672		)	672
Additional paid-in-capital	741,789			741,789			423,584			12,727			(1,178,100		)	741,789
(Accumulated deficit) retained earnings	(791,243		)	(791,243		)	(679,209		)	16,167			1,454,285			(791,243		)
Accumulated other
comprehensive income (loss)	(3,214		)	(3,214		)	—			(2,937		)	6,151			(3,214		)
Total stockholders' (deficit) equity	(51,996		)	(51,996		)	(255,625		)	25,957			281,664			(51,996		)
	$	(51,996	)	$	810,173		$	788,430		$	172,611		$	(676,967	)	$	1,042,251

35

PLY GEM HOLDINGS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS
For the three months ended March 29, 2014
(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 loss	$	(51,578	)	$	(51,578	)	$	(19,190	)	$	(6,882	)	$	77,650		$	(51,578	)
Adjustments to reconcile net loss
to cash used in operating activities:
Depreciation and amortization expense	—			137			8,851			2,296			—			11,284
Non-cash restructuring costs	—			—			—			1,259			—			1,259
Non-cash interest expense, net	—			4,172			—			—			—			4,172
Loss on foreign currency transactions	—			—			—			228			—			228
Non-cash litigation expense	—			—			5,000			—			—			5,000
Loss on modification or extinguishment of debt	—			21,364			—			—			—			21,364
Stock based compensation	—			398			—			—			—			398
Deferred income taxes	—			—			(4,488		)	(379		)	—			(4,867		)
Tax receivable agreement liability adjustment	—			4,373			—			—			—			4,373
Increase in tax uncertainty,
net of valuation allowance	—			—			117			—			—			117
Equity in subsidiaries' net loss	51,578			26,072			—			—			(77,650		)	—
Other	—			—			(19		)	(138		)	—			(157		)
Changes in operating assets and liabilities:
Accounts receivable, net	—			—			(21,210		)	(3,582		)	—			(24,792		)
Inventories	—			—			(12,899		)	(5,912		)	—			(18,811		)
Prepaid expenses and other assets	—			(87		)	(756		)	(4,674		)	—			(5,517		)
Accounts payable	—			(17		)	(8,774		)	2,358			—			(6,433		)
Accrued expenses	—			(14,061		)	(11,720		)	(1,283		)	—			(27,064		)
Cash payments on restructuring liabilities	—			—			(167		)	(1,908		)	—			(2,075		)
Other	—			(3		)	30			2,784			—			2,811
Net cash used in
operating activities	—			(9,230		)	(65,225		)	(15,833		)	—			(90,288		)
Cash flows from investing activities:
Capital expenditures	—			(512		)	(4,525		)	(640		)	—			(5,677		)
Proceeds from sale of assets	—			—			24			593			—			617
Net cash used in
investing activities	—			(512		)	(4,501		)	(47		)	—			(5,060		)
Cash flows from financing activities:
Proceeds from long-term debt	—			927,850			—			—			—			927,850
Net revolver borrowings (payments)	—			40,000			—			—			—			40,000
Payments on long-term debt	—			(852,000		)	—			—			—			(852,000		)
Payment of tender and early call premiums	—			(61,142		)	—			—			—			(61,142		)
Proceeds from exercises of employee stock options	—			1,026			—			—			—			1,026
Proceeds from intercompany
investment	—			(71,752		)	67,351			4,401			—			—
Debt issuance costs paid	—			(14,321		)	—			—			—			(14,321		)
Net cash provided by (used in)
financing activities	—			(30,339		)	67,351			4,401			—			41,413
Impact of exchange rate movements on cash	—			—			—			(371		)	—			(371		)
Net decrease in cash
and cash equivalents	—			(40,081		)	(2,375		)	(11,850		)	—			(54,306		)
Cash and cash equivalents at the
beginning of the period	—			57,800			(4,970		)	16,971			—			69,801
Cash and cash equivalents at the end
of the period	$	—		$	17,719		$	(7,345	)	$	5,121		$	—		$	15,495

36

PLY GEM HOLDINGS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS
For the three months ended March 30, 2013
(Amounts in thousands)	Guarantor			Issuer						Non-
	Ply Gem			Ply Gem			Guarantor			Guarantor			Consolidating
	Holdings, Inc.			Industries, Inc.			Subsidiaries			Subsidiary			Adjustments			Consolidated
Cash flows from operating activities:
Net loss	$	(28,107	)	$	(28,107	)	$	(25,832	)	$	(2,142	)	$	56,081		$	(28,107	)
Adjustments to reconcile net loss
to cash used in operating activities:
Depreciation and amortization expense	—			63			9,283			369			—			9,715
Non-cash interest expense, net	—			2,833			—			—			—			2,833
Loss on foreign currency transactions	—			—			—			33			—			33
Stock based compensation	—			456			—			—			—			456
Deferred income taxes	—			—			2,948			100			—			3,048
Reduction in tax uncertainty,
net of valuation allowance	—			—			(206		)	—			—			(206		)
Equity in subsidiaries' net loss	28,107			27,974			—			—			(56,081		)	—
Other	—			—			(8		)	—			—			(8		)
Changes in operating assets and liabilities:
Accounts receivable, net	—			—			(20,146		)	(1,183		)	—			(21,329		)
Inventories	—			—			(22,625		)	396			—			(22,229		)
Prepaid expenses and other
current assets	—			(743		)	1,117			(885		)	—			(511		)
Accounts payable	—			90			11,845			(238		)	—			11,697
Accrued expenses	—			(16,253		)	2,728			290			—			(13,235		)
Cash payments on restructuring liabilities	—			—			(539		)	—			—			(539		)
Other	—			—			(34		)	(998		)	—			(1,032		)
Net cash used in
operating activities	—			(13,687		)	(41,469		)	(4,258		)	—			(59,414		)
Cash flows from investing activities:
Capital expenditures	—			(352		)	(6,210		)	(103		)	—			(6,665		)
Proceeds from sale of assets	—			—			11			—			—			11
Net cash used in
investing activities	—			(352		)	(6,199		)	(103		)	—			(6,654		)
Cash flows from financing activities:
Net revolver payments	—			50,000			—			—			—			50,000
Proceeds from intercompany
investment	—			(45,790		)	45,790			—			—			—
Debt issuance costs paid	—			(62		)	—			—			—			(62		)
Net cash provided by
financing activities	—			4,148			45,790			—			—			49,938
Impact of exchange rate movement
on cash	—			—			—			98			—			98
Net decrease in cash
and cash equivalents	—			(9,891		)	(1,878		)	(4,263		)	—			(16,032		)
Cash and cash equivalents at the
beginning of the period	—			23,332			(4,307		)	8,169			—			27,194
Cash and cash equivalents at the end
of the period	$	—		$	13,441		$	(6,185	)	$	3,906		$	—		$	11,162

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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, 2013.  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 51% and 49% of our net sales, respectively, for the three months ended March 29, 2014.  These two segments produce a comprehensive product line of vinyl siding, designer accents, cellular PVC trim, vinyl fencing, vinyl and composite railing, stone veneer and vinyl windows and doors used in both the new construction market and the home repair and remodeling market in the United States and Canada.  Vinyl building products have the leading share of sales volume in siding and windows in the United States.  We also manufacture vinyl and aluminum soffit and siding accessories, aluminum trim coil, wood windows, aluminum windows, vinyl and aluminum-clad windows and steel and fiberglass doors, enabling us to bundle complementary and color-matched products and accessories with our core products.  We believe that our comprehensive product portfolio and geographically diverse, low cost manufacturing platform allow us to better serve our customers and provide us with a competitive advantage over other exterior building products suppliers. Since Ply Gem incorporated in 2004, we have acquired eight additional businesses to complement and expand our product portfolio and geographical diversity.  

Since Ply Gem incorporated in 2004, we have acquired eight additional businesses to complement and expand our product portfolio and geographic diversity, including two acquisitions during 2013.  On April 9, 2013, we acquired the capital stock of Gienow WinDoor Ltd. (which was amalgamated into Gienow Canada Inc.) ("Gienow"), a manufacturer of windows and doors in Western Canada for a purchase price of $20.4 million.  On May 31, 2013, we acquired the capital stock of Mitten Inc. (now known as Mitten, "Mitten"), a manufacturer of vinyl siding and distributor of various other exterior building products in Canada for a purchase price, net of cash acquired, of $76.8 million.  Gienow is part of our Western Canadian windows business and is part of the Windows and Doors segment, and the majority of Mitten's operations are part of the 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 was merged with and into Ply Gem Prime, with Ply Gem Prime being the surviving corporation.  In May 2013, the Company issued 18,157,895 shares of common stock at an initial public offering price of $21.00 per share and received gross proceeds of approximately $381.3 million in an IPO of its common stock. The shares began trading on The New York Stock Exchange on May 23, 2013 under the symbol "PGEM". Immediately prior to the closing of the IPO, Ply Gem Prime merged with and into Ply Gem Holdings, with Ply Gem Holdings being the surviving entity. In the merger, all of the preferred stock of Ply Gem Prime (including the subordinated debt of Ply Gem Prime that was converted into preferred stock in connection with the IPO) was converted into a number of shares of the Company's common stock based on the IPO price of the common stock and the liquidation value of and the maximum dividend amount in respect of the preferred stock.

We are a holding company with no operations or assets of our own other than the capital stock of our subsidiaries. The terms of Ply Gem Industries' $250.0 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' $500.0 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.

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

Impact of weather

Since our building products are intended for exterior use, our sales and operating earnings tend to be lower during periods of inclement weather.  Weather conditions in the first and fourth quarters of each calendar year historically result in these quarters producing significantly less sales revenue than 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.

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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, 2013 and Note 1 to our condensed 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
(Amounts in thousands)	March 29, 2014			March 30, 2013
	(unaudited)			(unaudited)
Net sales
Siding, Fencing and Stone	$	137,055		$	137,725
Windows and Doors	132,410			119,372
Operating earnings (loss)
Siding, Fencing and Stone	6,868			17,114
Windows and Doors	(20,497		)	(12,096		)
Unallocated	(5,960		)	(5,590		)
Foreign currency loss
Windows and Doors	(85		)	(33		)
Siding, Fencing and Stone	(143		)	—
Interest income (expense), net
Siding, Fencing and Stone	(4		)	(8		)
Windows and Doors	15			11
Unallocated	(18,505		)	(23,656		)
Income tax benefit (provision)
Unallocated	12,470			(3,849		)
Tax Receivable Agreement liability adjustment
Unallocated	(4,373		)	—
Loss on modification or
extinguishment of debt
Unallocated	(21,364		)	—
Net loss	$	(51,578	)	$	(28,107	)

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.

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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)	March 29, 2014					March 30, 2013
	(unaudited)					(unaudited)
Statement of operations data:
Net sales	$	137,055		100.0	%	$	137,725	100.0	%
Gross profit	30,068			21.9	%	33,945		24.6	%
SG&A expense	19,850			14.5	%	14,682		10.7	%
Amortization of intangible assets	3,350			2.4	%	2,149		1.6	%
Operating earnings	6,868			5.0	%	17,114		12.4	%
Currency transaction loss	(143		)	(0.1	)%	—		—	%

Net Sales

Net sales for the three months ended March 29, 2014 decreased $0.7 million or 0.5% as compared to the three months ended March 30, 2013. Our recent Mitten acquisition, which was completed on May 31, 2013, contributed net sales of approximately $18.8 million for the three months ended March 29, 2014. Excluding Mitten, our Siding, Fencing, and Stone net sales decreased $19.5 million or 14.2% for the three months ended March 29, 2014 compared to the three months ended March 30, 2013. The net sales decrease resulted from the severe winter weather that impacted significant portions of the United States particularly the Northeast, upper Midwest, and Eastern seaboard regions where the majority of our vinyl siding is sold with higher levels of snow accumulation and extreme cold temperatures associated with the polar vortex phenomenon. This uncharacteristically severe winter weather negatively impacted our Siding, Fencing, and Stone net sales for the three months ended March 29, 2014. In fact, the Vinyl Siding Institute reported that U.S. vinyl siding industry unit shipments decreased 14.5% during the three months ended March 29, 2014. Including Mitten, our U.S. market position in vinyl siding for the three months ended March 29, 2014 was 39.1%, while our combined share of the Canadian vinyl siding market was 23.0%.

Gross Profit

Gross profit for the three months ended March 29, 2014 decreased $3.9 million or 11.4% as compared to the three months ended March 30, 2013. Our acquisition of Mitten contributed gross profit of approximately $5.0 million for the three months ended March 29, 2014. Excluding Mitten, our Siding, Fencing and Stone gross profit decreased $8.9 million or 26.1% for the three months ended March 29, 2014 compared to the three months ended March 30, 2013. The gross profit decrease was primarily caused by the $19.5 million net sales decrease caused by the severe winter weather experienced during the first quarter of 2014. This sales volume decrease created less operating leverage to cover fixed manufacturing costs contributing to lower gross profit. In addition to the negative volume impact, gross profit for the three months ended March 29, 2014 was negatively impacted by higher raw material costs, specifically PVC resin and aluminum. The Midwest Ingot price of aluminum increased 6.6% for the three months ended March 29, 2014 relative to the fourth quarter of 2013. The average market price for PVC resin was estimated to have increased approximately 7.2% during the three months ended March 29, 2014 relative to the prior quarter. As a result of these raw material cost increases, we announced selling price increases that will go into effect during the second quarter.

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Gross profit as a percentage of sales decreased from 24.6% of net sales for the three months ended March 30, 2013 to 21.9% of net sales for the three months ended March 29, 2014. The 270 basis point decrease can be attributed to the negative sales volume impact and the associated impact on our manufacturing operating leverage as well as unfavorable raw material pricing for the three months ended March 29, 2014 not yet offset by our recently announced selling price increases.

Selling, general and administrative expenses

SG&A expense for the three months ended March 29, 2014 increased $5.2 million or 35.2% as compared to the three months ended March 30, 2013. The SG&A expense increase is a direct result of the Mitten acquisition, which was completed on May 31, 2013 and resulted in higher SG&A expense of approximately $6.4 million for the three months ended March 29, 2014. Excluding Mitten, SG&A expense would have decreased $1.2 million or 8.1% for the three months ended March 29, 2014 relative to the three months ended March 30, 2013. The decrease in SG&A expense primarily related to lower sales and marketing expenses due to the $19.5 million net sales decrease.

SG&A expense as a percentage of net sales increased from 10.7% for the three months ended March 30, 2013 to 14.5% for the three months ended March 29, 2014. Excluding Mitten, SG&A expense as a percentage of net sales was 11.4% for the three months ended March 29, 2014 which is comparable to the 10.7% for the three months ended March 30, 2013. This SG&A percentage increase can be attributed to the $19.5 million net sales decrease as there is a fixed component to SG&A expense which resulted in the increase during the three months ended March 29, 2014.

Amortization of intangible assets

Amortization expense for the three months ended March 29, 2014 increased by $1.2 million or 55.9% as compared to the three months ended March 30, 2013 due to the addition of approximately $35.4 million of intangible assets for the Mitten acquisition on May 31, 2013. The Mitten intangible assets resulted in approximately $1.3 million of amortization expense for the three months ended March 29, 2014. Excluding Mitten, amortization of intangible assets as a percentage of net sales was 1.8% for the three months ended March 29, 2014 compared to 1.6% for the three months ended March 30, 2013.

Currency transaction loss

A currency transaction impact was established in May 2013 with the Mitten acquisition within the Siding, Fencing, and Stone segment. The currency transaction loss for the three months ended March 29, 2014 was $0.1 million and related to the recently acquired Mitten entity.

Windows and Doors Segment

	For the three months ended
(Amounts in thousands)	March 29, 2014					March 30, 2013
	(unaudited)					(unaudited)
Statement of operations data:
Net sales	$	132,410		100.0	%	$	119,372		100.0	%
Gross profit	9,745			7.4	%	7,901			6.6	%
SG&A expense	28,270			21.4	%	17,944			15.0	%
Amortization of intangible assets	1,972			1.5	%	2,053			1.7	%
Operating loss	(20,497		)	(15.5	)%	(12,096		)	(10.1	)%
Currency transaction loss	(85		)	(0.1	)%	(33		)	—	%

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Net Sales

Net sales for the three months ended March 29, 2014 increased $13.0 million or 10.9% as compared to the three months ended March 30, 2013. The net sales increase for the three months ended March 29, 2014 was predominantly related to our acquisition of Gienow, which was completed on April 9, 2013. Effective January 2014, our legacy Ply Gem Canada business and Gienow were amalgamated legally into a single entity, Gienow Canada Inc., and operationally into a single location with consolidated manufacturing and sales personnel. For the three months ended March 29, 2014, the combined Western Canadian business had net sales of $27.3 million compared to legacy Western Canadian sales of $14.4 million for the three months ended March 30, 2013 for an increase of $12.9 million reflecting the impact of the Gienow acquisition partially offset by the impact of adverse winter weather in the United States and Canada during 2014 which negatively impacted our year over year net sales.

In the U.S. market, our net sales only decreased 1.4% for the three months ended March 29, 2014 compared to the three months ended March 30, 2013 despite the severe winter weather that impacted our customers with higher levels of snow accumulation and extreme cold temperatures with the polar vortex phenomenon. The winter weather had a negative impact on the new construction market to which our Windows and Doors market is highly aligned. According to the National Association of Homebuilders (“NAHB”), 2014 single family starts were estimated to have decreased approximately 4.0% for the three months ended March 29, 2014 relative to the three months ended March 30, 2013. Despite these industry factors, we were able to maintain net sales levels in the United States as a result of improving our average selling prices and by effectively managing our new and existing customers.

Gross Profit

Gross profit for the three months ended March 29, 2014 increased $1.8 million or 23.3% as compared to the three months ended March 30, 2013. The gross profit increase for the three months ended March 29, 2014 was predominantly driven by the Gienow acquisition, which was completed on April 9, 2013, and subsequently combined operationally in January 2014 with our legacy Western Canadian business. For the three months ended March 29, 2014, the combined Western Canadian business had a gross profit of $3.9 million compared to the legacy Western Canadian gross profit of $3.0 million for the three months ended March 30, 2013 for an increase of $0.9 million which was a result of the Gienow acquisition and certain synergies realized for labor and in the procurement process offset by manufacturing inefficiencies associated with consolidating the manufacturing operations into a single facility and the cost of transitioning customers to the consolidated product line. The remaining gross profit increase of approximately $0.9 million for the three months ended March 29, 2014 can be attributed to improved average sales prices as well as the reduction of operating inefficiencies that occurred during the three months ended March 30, 2013 for the U.S. market.

Gross profit as a percentage of sales increased from 6.6% of net sales for the three months ended March 30, 2013 to 7.4% of net sales for the three months ended March 29, 2014. This 80 basis point increase can be attributed to improved pricing and the reduction of operating inefficiencies for the U.S. market offset by manufacturing inefficiencies in Western Canada associated with consolidating operations into a single manufacturing site.

Selling, general and administrative expenses

SG&A expense for the three months ended March 29, 2014 increased $10.3 million or 57.5% compared to the three months ended March 30, 2013. The SG&A expense increase was caused by two factors with the first relating to the Gienow acquisition, which was completed on April 9, 2013 and resulted in higher SG&A expense. In addition to Gienow, our SG&A expense increased due to the preliminary legal settlement of class action lawsuits on May 1, 2014 for our Windows and Doors segment which resulted in a $5.0 million expense during the three months ended March 29, 2014.

Excluding the expense associated with the class action settlement, our SG&A expense as a percentage of net sales increased from 15.0% for the three months ended March 30, 2013 to 17.6% for the three months ended March 29, 2014. The increase in SG&A as a percentage of net sales is related to the Gienow acquisition and the restructuring and integration costs associated with combining our Western Canadian businesses including severance and retention.

Amortization of intangible assets

Amortization expense for the three months ended March 29, 2014 was comparable to the three months ended March 30, 2013. Amortization expense as a percentage of sales at 1.5% for the three months ended March 29, 2014 was consistent with the three months ended March 30, 2013 at 1.7%.

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Currency transaction loss

The currency transaction loss for the three months ended March 29, 2014 increased $0.1 million as compared to the three months ended March 30, 2013 as a result of the Gienow acquisition which was completed on April 9, 2013.

Unallocated Operating Earnings, Interest, and Provision (Benefit) for Income Taxes

	For the three months ended
(Amounts in thousands)	March 29, 2014			March 30, 2013
	(unaudited)			(unaudited)
Statement of operations data:
SG&A expense	$	(5,960	)	$	(5,590	)
Operating loss	(5,960		)	(5,590		)
Interest expense	(18,506		)	(23,657		)
Interest income	1			1
Tax receivable agreement liability adjustment	(4,373		)	—
Loss on modification or extinguishment of debt	(21,364		)	—
Income tax benefit (provision) for income taxes	$	12,470		$	(3,849	)

Operating loss

Unallocated losses include items which are not directly attributed to or allocated to either of our reporting segments.  Such items include legal costs, corporate payroll, and unallocated finance and accounting expenses.  The unallocated operating loss for the three months ended March 29, 2014 increased by $0.4 million or 6.6% compared to the same period in 2013 due primarily to increased professional fees due to the inclusion of Mitten and Gienow in certain service programs.

Interest expense

Interest expense for the three months ended March 29, 2014 decreased by approximately $5.2 million or 21.8% compared to the same period in 2013.  The decrease was due to the reduction in interest expense with holding the 9.375% Senior Notes due 2017 (the "9.375% Senior Notes") and the 8.25% Senior Secured Notes due 2018 (the "8.25% Senior Secured Notes") outstanding during the three months ended March 30, 2013 compared to holding those same notes for only one month during the three months ended March 29, 2014 before being tendered predominantly on January 30, 2014. The 6.50% Senior Notes due 2022 (the "6.50% Senior Notes") and the Term Loan Facility due 2021 (the "Term Loan Facility") which were issued on January 30, 2014 to replace the 8.25% Senior Secured Notes and 9.375% Senior Notes, carry lower interest rates and consequently reduced interest expense during the three months ended March 29, 2014 compared to the same period on 2013.

Tax receivable agreement liability adjustment

The $4.4 million tax receivable agreement liability adjustment for the three months ended March 29, 2014 resulted from changes in the expected timing of NOL utilization and the timing of deferred tax liability reversals given our full valuation allowance position.

Loss on modification or extinguishment of debt

As a result of the 6.50% Senior Notes and Term Loan Facility issuance and the tender, redemption, and repurchase of the 8.25% Senior Notes and the 9.375% Senior Secured Notes as further described in the Liquidity and Capital Resources section below, we recognized a loss on modification or extinguishment of debt of approximately $21.4 million during the three months ended March 29, 2014.

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Income taxes

The income tax benefit for the three months ended March 29, 2014 increased by approximately $16.3 million compared to the same period in 2013.  Our pre-tax loss for the three months ended March 29, 2014 was approximately $64.0 million compared to a pre-tax loss of $24.3 million for the three months ended March 30, 2013.  For the three months ended March 29, 2014, our estimated effective income tax rate varied from the statutory rate primarily due to state income tax expense, changes in the valuation allowance, changes in tax contingencies and foreign income tax expense (benefit).  Our tax benefit for the three months ended March 29, 2014 was primarily due to the combination of income and losses from our operating units and pre-tax losses in some entities for which no tax benefit was recognized.

Liquidity and Capital Resources

In connection with the IPO in 2013, we entered into a Tax Receivable Agreement which provides for us to pay the Tax Receivable Entity 85% of the amount of cash savings if any, in U.S. federal, state and local income tax that we actually realize in periods ending after the IPO as a result of (i) net operating loss ("NOL") carryovers from periods (or portions thereof) ending before January 1, 2013, (ii) deductible expenses attributable to the transactions related to the IPO and (iii) deductions related to imputed interest deemed to be paid by us as a result of or attributable to payments under the Tax Receivable Agreement. Future payments on the Tax Receivable Agreement could be substantial. Management estimates that the total amount of payments under the Tax Receivable Agreement will be approximately $100.0 million assuming no material changes in the relevant tax law, that we earn sufficient taxable income to utilize the net operating loss carrying forwards, and that utilization of such tax attributes is not subject to limitation under Section 382 of the Internal Revenue Code of 1986, as amended (the "Code") as the result of an “ownership change”. It is possible that future transactions or events or changes in estimates could increase or decrease the actual tax benefits realized from these tax attributes and the corresponding Tax Receivable Agreement payments and liability.

During the three months ended March 29, 2014, cash decreased by approximately $54.3 million compared to a decrease of approximately $16.0 million during the three months ended March 30, 2013.  The decrease in cash generated during the comparative three month period was primarily due to increased spending on inventory and reductions in other general working capital metrics and other capital spending initiatives in 2014.

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 March 29, 2014, our annual interest charges for debt service for the year ending December 31, 2014, including the ABL Facility, are estimated to be approximately $52.5 million.  We do not have any scheduled debt maturities until 2018.  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.  Given our focus on product innovation and development as well as streamlining certain manufacturing processes, we anticipate that our capital expenditures will be approximately 2.0% to 2.25% of net sales for the year ending December 31, 2014. 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 March 29, 2014, our purchase commitments for inventory are approximately $86.0 million.  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 2018 (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.

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Our specific cash flow movement for the three months ended March 29, 2014 and March 30, 2013 is summarized below:

Cash used in operating activities

Net cash used in operating activities for the three months ended March 29, 2014 was approximately $90.3 million as compared to approximately $59.4 million used in operations for the three months ended March 30, 2013.  The increase in cash used in operating activities was primarily caused by a $32.0 million decrease in primary working capital and a $19.0 million decrease in operating earnings for the three months ended March 29, 2014 compared to the three months ended March 30, 2013. We experienced increased working capital needs, specifically accounts payable by taking advantage of certain discount programs from our vendors which we historically had not done in the first quarter. For accrued expenses, we accelerated certain interest payments as a result of the January 2014 debt transaction which lowered accrued interest by $7.7 million as of March 29, 2014 relative to March 30, 2013. Finally for inventory, we incurred the seasonal build up for the housing market.

Cash used in investing activities

Net cash used in investing activities for the three months ended March 29, 2014 and March 30, 2013 was approximately $5.1 million and $6.7 million, respectively, primarily used for capital expenditures on various ongoing capital projects in both years. Capital expenditures for 2013 were higher, at approximately 2.6% of net sales, compared to our historical average of 1.5% due primarily to the Windows and Doors segment purchasing manufacturing equipment and tooling to address the significant volume growth in certain geographical areas. In addition, the Windows and Doors segment continues to incur additional capital expenditures for its "enterprise lean" product streamlining initiative aimed at optimizing our SKUs while improving certain functionalities across multiple window products. By streamlining product offerings, we will be able to capitalize on operating efficiencies in a recovering U.S. housing market allowing us to produce identical product at multiple facilities throughout the United States.

Cash provided by financing activities

Net cash provided by financing activities for the three months ended March 29, 2014 was approximately $41.4 million, primarily from net revolver borrowings of $40.0 million. The long term debt refinancing in the three months ended March 29, 2014 was essentially cash neutral after considering the final debt structure and related premiums/discounts with proceeds of $927.9 million offset by debt payments on the 8.25% Senior Secured Notes and 9.375% Senior Notes of $852.0 million, $61.1 million of tender/call premiums, and $14.3 million of debt issuance costs. Net cash provided by financing activities for the three months ended March 30, 2013 was approximately $49.9 million, primarily from net revolver borrowings of $50.0 million.

Our specific debt instruments and terms are described below:

Recent developments

As described in the following paragraph, Ply Gem Industries modified its debt structure during the three months ended March 29, 2014. On January 30, 2014, Ply Gem Industries completed an offering of $500.0 million aggregate principal amount of the 6.50% Senior Notes and also entered into a $430.0 million senior secured term loan facility due 2021, the Term Loan Facility. The approximate $927.9 million of net proceeds from the issuance of the 6.50% Senior Notes and the borrowings under the Term Loan Facility were used by Ply Gem Industries to purchase all of its 8.25% Senior Secured Notes due 2018 and 9.375% Senior Notes due 2017 tendered in the tender offers described below, to satisfy and discharge the remaining obligations under the indentures governing the 8.25% Senior Secured Notes and 9.375% Senior Notes and to pay related fees and expenses.

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

6.50% Senior Notes due 2022

On January 30, 2014, Ply Gem Industries issued $500.0 million of 6.50% Senior Notes at par. Interest accrues at 6.50% per annum and will be paid semi-annually on February 1 and August 1 of each year, commencing on August 1, 2014. The 6.50% Senior Notes will mature on February 1, 2022.

Prior to February 1, 2017, Ply Gem Industries may redeem up to 40% of aggregate principal amount of the 6.50% Senior Notes with the net cash proceeds from certain equity offerings at a redemption price equal to 106.50% of the aggregate principal amount of the 6.50% Senior Notes to be redeemed, plus accrued and unpaid interest, if any, provided that at least 50% of the aggregate principal amount of the 6.50% Senior Notes remains outstanding after the redemption. Prior to February 1, 2017, Ply Gem Industries may redeem the 6.50% Senior Notes, in whole or in part, at a redemption price equal to 100% of the principal amount plus a “make-whole” premium plus accrued and unpaid interest, if any. At any time on or after February 1, 2017, Ply Gem Industries may redeem the 6.50% Senior Notes, in whole or in part, at declining redemption prices set forth in the indenture governing the 6.50% Senior Notes plus, in each case, accrued and unpaid interest, if any, to the redemption date.

The 6.50% Senior Notes are fully and unconditionally and jointly and severally guaranteed on a senior unsecured basis by Ply Gem Holdings and all of the wholly-owned domestic subsidiaries of Ply Gem Industries (the “Guarantors”).  The indenture governing the 6.50% Senior Notes contains certain covenants that limit the ability of Ply Gem Industries and its restricted subsidiaries to incur additional indebtedness, pay dividends or make other distributions or repurchase or redeem their stock, make loans and investments, sell assets, incur certain liens, enter into agreements restricting their ability to pay dividends, enter into transactions with affiliates, and consolidate, merge or sell assets.  In particular, Ply Gem Industries and its restricted subsidiaries may not incur additional debt (other than permitted debt (as defined in the indenture) in limited circumstances) unless, after giving effect to such incurrence, the consolidated interest coverage ratio of Ply Gem Industries would be at least 2.00 to 1.00.  In the absence of satisfying the consolidated interest coverage ratio test, Ply Gem Industries and its restricted subsidiaries may only incur additional debt under certain circumstances, including, but not limited to, debt under credit facilities (as defined in the indenture) (x) in an amount not to exceed the greater of (a) $350.0 million and (b) the borrowing base (as defined in the indenture) and (y) in an amount not to exceed the greater of (A) $575.0 million and (B) the aggregate amount of indebtedness (as defined in the indenture) that that would cause the consolidated secured debt ratio (as defined in the indenture) to be equal to 4.00 to 1.00; purchase money indebtedness in an aggregate amount not to exceed the greater of (x) $35.0 million and (y) 10% of consolidated net tangible assets (as defined in the indenture) at any one time outstanding; debt of foreign subsidiaries in an aggregate amount not to exceed the greater of (x) $60.0 million and (y) 15% of consolidated net tangible assets (as defined in the indenture) at any one time outstanding; debt pursuant to a general basket in an aggregate amount at any one time outstanding not to exceed the greater of (x) $75.0 million and (y) 20% of consolidated net tangible assets; and the refinancing of debt under certain circumstances. On January 30, 2014, Ply Gem Industries and the Guarantors entered into a registration rights agreement relating to the 6.50% Senior Notes. Ply Gem Industries will be required to pay additional interest on the 6.50% Senior Notes if it fails to comply with certain of its obligations under the registration rights agreement within specified time periods.

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Term Loan Facility due 2021

On January 30, 2014, Ply Gem Industries entered into a credit agreement governing the terms of its new $430.0 million Term Loan Facility. Ply Gem Industries 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 will be 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 March 29, 2014, the Company's interest rate on the Term Loan Facility was 4.00%.

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. 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 and with respect to certain repricing transactions occurring within six months of January 30, 2014, which shall be subject to a prepayment premium of 1.00%.

The Term Loan Facility requires Ply Gem Industries to prepay outstanding term loans, subject to certain exceptions, with: (i) 50% (which percentage will be reduced to 25% if our consolidated senior secured debt ratio is equal or less than 2.50 to 1.00 but greater than 2.00 to 1.00 and to 0% if our consolidated senior secured debt ratio is equal to or less than 2.00 to 1.00) of our annual excess cash flow (as defined in the credit agreement), to the extent such excess cash flow exceeds $15.0 million, commencing with the fiscal year ending December 31, 2015; (ii) 100% of the net cash proceeds of certain non-ordinary course asset sales or certain insurance and condemnation proceeds, in each case subject to certain exceptions and reinvestment rights; and (iii) 100% of the net cash proceeds of certain issuances of debt, other than proceeds from debt permitted under the Term Loan Facility.

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 and also 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.

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8.25% Senior Secured Notes due 2018

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

As a result of the 2013 initial public offering, on June 28, 2013, Ply Gem Industries redeemed $84.0 million aggregate principal amount of its 8.25% Senior Secured Notes at a redemption price equal to 103%, plus accrued and unpaid interest thereon of approximately $2.6 million. The call premium for this redemption was approximately $2.5 million. Additionally, the Company expensed approximately $3.8 million of unamortized discount and $1.8 million of unamortized debt issuance costs in connection with this redemption and the related loss on debt extinguishment.

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

Senior Secured Asset Based Revolving Credit Facility due 2018

On November 1, 2013, Ply Gem Holdings, Inc., Ply Gem Industries, Inc., Ply Gem Canada, Gienow Canada Inc., and Mitten Inc. (together with Ply Gem Canada and Gienow, the “Canadian Borrowers”) entered into an amended and restated credit agreement governing the ABL Facility. Among other things, the amendment and restatement of the credit agreement governing the ABL Facility: (i) increased the overall facility to $250.0 million from $212.5 million, (ii) increased the accordion feature to $100.0 million, (iii) reduced the applicable margin for borrowings under the ABL Facility to a range from 1.50% to 2.00% for Eurodollar rate loans, depending on availability, and (iv) increased the amount available under the ABL Facility to Ply Gem Industries' Canadian subsidiaries to $50.0 million. The following summary describes the ABL Facility after giving effect to the amendment and restatement. As a result of the ABL Facility amendment in which the loan syndication consisted of previous members who either maintained or increased their position as well as new syndication members, the Company capitalized new debt issuance costs of $1.3 million and will amortize these costs through 2018.

The ABL Facility provides for revolving credit financing of up to $250.0 million subject to borrowing base availability, including sub-facilities for letters of credit, swingline loans and borrowings in Canadian dollars and United States dollars, $200.0 million of the ABL Facility is available to Ply Gem Industries and $50.0 million is available to the Canadian Borrowers. In addition, the ABL Facility provides that the revolving commitments may be increased to $350.0 million in the aggregate, subject to certain terms and conditions. All outstanding loans under the ABL Facility are due and payable in full on November 1, 2018.

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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 0.75% for base rate loans and 1.75% 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 March 29, 2014, the Company’s interest rate on the ABL Facility was approximately 1.97%.  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) $17.5 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) $22.5 million ($20.0 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.  In particular, Ply Gem Industries is permitted to incur additional debt in limited circumstances, including, but not limited to, permitted subordinated indebtedness in an aggregate principal amount not to exceed $112.5 million at any time outstanding (subject to the ability to incur additional permitted subordinated debt provided that immediately after giving effect to such incurrence excess availability is more than 25% of the lesser of the total borrowing base and the aggregate commitments and Ply Gem Industries is in pro forma compliance with the fixed charge coverage ratio), purchase money indebtedness in an aggregate amount not to exceed $25.0 million at any one time outstanding, debt of foreign subsidiaries (other than Canadian subsidiaries) in an aggregate amount not to exceed $10.0 million at any one time outstanding, indebtedness in connection with the tax receivable agreement in an aggregate principal amount not to exceed $100.0 million, and the refinancing of debt under certain circumstances.  

As of March 29, 2014, Ply Gem Industries had approximately $204.3 million of contractual availability and approximately $154.7 million of borrowing base availability under the ABL Facility, reflecting $40.0 million of borrowings outstanding and approximately $5.7 million of letters of credit and priority payables reserves.

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9.375% Senior Notes due 2017

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

A portion of the early call premium and the original unamortized discount on the 13.125% Senior Subordinated Notes was recorded as a discount on the $160.0 million of 9.375% Senior Notes, given that the transaction was predominately accounted for as a loan modification.

As a result of the 2013 initial public offering, on June 22, 2013, Ply Gem Industries redeemed $64.0 million aggregate principal amount of the 9.375% Senior Notes at a redemption price equal to 109.375%, plus accrued and unpaid interest thereon of approximately $1.1 million. The call premium for this redemption was approximately $6.0 million. Additionally, the Company expensed approximately $3.7 million of unamortized discount and $1.2 million of unamortized debt issuance costs in connection with this redemption and the related loss on debt extinguishment.

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

Loss on debt modification or extinguishment

As a result of the January 2014 6.50% Senior Notes and Term Loan Facility issuance and the tender, redemption, and repurchase of the 8.25% Senior Secured Notes and the 9.375% Senior Notes (the "January 2014 Refinancing") during the three months ended March 29, 2014, the Company performed an analysis to determine the proper accounting treatment for the January 2014 Refinancing. Specifically, the Company evaluated each creditor with ownership in both the new 6.50% Senior Notes and/or Term Loan Facility debt instruments and the old 8.25% Senior Secured Notes and/or 9.375% Senior Notes to determine whether the transaction should be accounted for as a modification or an extinguishment of debt as it relates to each individual creditor. The Company had approximately $34.4 million of unamortized debt discount and $14.9 million of unamortized debt issuance costs associated with the 8.25% Senior Secured Notes and 9.375% Senior Notes, of which approximately $4.8 million and $2.1 million, respectively, were expensed as a loss on extinguishment of debt in the condensed consolidated statement of operations and comprehensive income (loss) for the three months ended March 29, 2014 as a result of the January 2014 Refinancing.

The Company also incurred an early tender premium of approximately $61.1 million in conjunction with this transaction, of which approximately $52.6 million was recorded as a discount on the 6.50% Senior Notes and the Term Loan Facility and approximately $8.5 million was expensed as a loss on modification or extinguishment of debt in the condensed consolidated statement of operations and comprehensive income (loss) for the three months ended March 29, 2014. The Company also expensed approximately $0.3 million for the third party fees for the 8.25% Senior Secured Notes and 9.375% Senior Notes as a result of the January 2014 Refinancing for the year three months ended March 29, 2014. The Company also incurred approximately $14.7 million of costs associated with the January 2014 Refinancing, of which approximately $9.2 million was recorded as debt issuance costs and approximately $5.5 million was expensed as a loss on extinguishment of debt in the condensed consolidated statement of operations and comprehensive income (loss) for the three months ended March 29, 2014. Additionally, the Company incurred an original issue discount of approximately $2.2 million for the Term Loan Facility, of which approximately $1.9 million was recorded as a discount and approximately $0.3 million was expensed as a loss on extinguishment of debt in the condensed consolidated statement of operations and comprehensive income (loss) for the three months ended March 29, 2014.

Based on the January 2014 Refinancing, the Company recognized a loss on debt modification or extinguishment of approximately $21.4 million for the three months ended March 29, 2014 as summarized in the table below.

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(Amounts in thousands)	For the three months ended
	March 29, 2014		March 30, 2013
Loss on extinguishment of debt:
Tender premium	$	8,493	$	—
8.25% Senior Secured Notes and 9.375% Senior Notes unamortized discount	4,773		—
8.25% Senior Secured Notes and 9.375% Senior Notes unamortized debt issuance costs	2,067		—
Term Loan Facility unamortized discount	255		—
	15,588		—
Loss on modification of debt:
Third party fees for 8.25% Senior Secured Notes and 9.375% Senior Notes	302		—
Third party fees for 6.50% Senior Notes and Term Loan Facility	5,474		—
	5,776		—
Total loss on modification or extinguishment of debt	$	21,364	$	—

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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 March 29, 2014, we had cash and cash equivalents of approximately $15.5 million, approximately $204.3 million of contractual availability under the ABL Facility and approximately $154.7 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. 

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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, 2013, we have a potential obligation related to certain tax issues of approximately $3.1 million, including interest of approximately $1.0 million.  The timing of the potential tax payments is unknown.

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, 2013 and other cautionary statements included therein and herein.

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There can be no assurance that other factors will not affect the accuracy of these forward-looking statements or that our actual results will not differ materially from the results anticipated in such forward-looking statements. While it is impossible to identify all such factors, factors which could cause actual results to differ materially from those estimated by us include, but are not limited to, those factors or conditions described under Risk Factors in our Annual Report on Form 10-K for the fiscal year ended December 31, 2013, 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, 2013.  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 $250.0 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 $0.6 million per year. At March 29, 2014, we were not party to any interest rate swaps to manage our interest rate risk. In the future, we may enter into interest rate swaps 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 months ended March 29, 2014, the net impact of foreign currency changes to our results of operations was a loss of approximately $0.2 million. The impact of foreign currency changes related to translation resulted in a decrease in stockholders' deficit of approximately $4.7 million for the three months ended March 29, 2014. 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 the three months ended March 29, 2014, we entered into a hedging contract in order to mitigate the exposure risk of currency fluctuation against the Canadian dollar.  At March 29, 2014, our foreign currency hedging contract had a market value of ($0.4) million and is recorded as a decrease in stockholders' deficit for the three months ended March 29, 2014.

55

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. According to the London Metal Exchange, the price of aluminum decreased approximately 14.7% for the three months ended March 29, 2014 compared to the three months ended March 30, 2013. Conversely, the average market price for PVC resin was estimated to have increased approximately 8.8% for the three months ended March 29, 2014 compared to the three months ended March 30, 2013.

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 February 2014 was approximately 1.1%.

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 was 90 days. The Company believes that this labor force risk has expanded the historical 90 day lag period to 120 days or more.

During the three months ended March 29, 2014, a union vote was held at the newly combined Western Canadian entity and the union received a favorable vote. It is expected that the manufacturing operations at that facility will be unionized through ratification of that vote.

56

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 March 29, 2014.  Based on that evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures as of March 29, 2014 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.

There have been no changes in our internal control over financial reporting during the three months ended March 29, 2014 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II – OTHER INFORMATION

Item 6.                                                 EXHIBITS

(a)   Exhibits

Exhibit No.Description of Exhibits

4.1	Indenture, dated as of January 30, 2014, among Ply Gem Industries, Inc., the Guarantors party thereto and Wells Fargo Bank, National Association, as Trustee (incorporated by reference from Exhibit 4.1 to the Company’s Form 8-K, dated January 30, 2014 (File No. 001-35930)).
4.2	Registration Rights Agreement, dated January 30, 2014, among Ply Gem Industries, Inc., the Guarantors party thereto and Credit Suisse Securities (USA) LLC, as representative of the several initial purchasers (incorporated by reference from Exhibit 4.2 to the Company’s Form 8-K, dated January 30, 2014 (File No. 001-35930)).
10.1	Credit Agreement, dated as of January 30, 2014, by and among Ply Gem Holdings, Inc., Ply Gem Industries, Inc., the Lenders party thereto and Credit Suisse AG, as Administrative Agent and Collateral Agent (incorporated by reference from Exhibit 10.1 to the Company’s Form 8-K, dated January 30, 2014 (File No. 001-35930)).
10.2*	Amendment to Amended and Restated Credit Agreement dated as of April 7, 2014, by and among Ply Gem Industries, Inc., Ply Gem Canada, Inc., Gienow Canada Inc. and Mitten, Inc., and UBS AG, Stamford Branch, as U.S. Administrative Agent, and UBS AG Canada Branch, as Canadian Administrative Agent.
31.1 *	Certification by President and Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2 *	Certification by Vice President and Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1 *	Certification by President and Chief Executive Officer 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 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 March 29, 2014, filed on May 12, 2014, 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.

57

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:  May 12, 2014

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

Date:  May 12, 2014

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

58

EX-10.2

EXECUTION VERSION

AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT

This Amendment to Amended and Restated Credit Agreement, dated as of April 7, 2014 (this “Amendment”), is entered into by and among Ply Gem Industries, Inc. (the “Specified U.S. Borrower”), Ply Gem Canada, Inc., Gienow Canada Inc. and Mitten Inc. (collectively, the “Canadian Borrowers”), UBS AG, Stamford Branch, as U.S. Administrative Agent (in such capacity, the “U.S. Administrative Agent”), and UBS AG Canada Branch, as Canadian Administrative Agent (in such capacity, the “Canadian Administrative Agent” and together with the U.S. Administrative Agent, the “Administrative Agents”).

RECITALS

A.The Specified U.S. Borrower, the Canadian Borrowers, Ply Gem Holdings, Inc., the U.S. Administrative Agent, the Canadian Administrative Agent, UBS AG, Stamford Branch, as U.S. Collateral Agent, U.S. Swing Line Lender and a U.S. L/C Issuer, Wells Fargo Capital Finance, LLC, as Co-Collateral Agent, Wells Fargo Bank, National Association, as a U.S. L/C Issuer, UBS AG Canada Branch, as Canadian Collateral Agent, Canadian Swing Line Lender and a Canadian L/C Issuer, Credit Suisse AG, Cayman Islands Branch, as a U.S. L/C Issuer, Credit Suisse AG, Toronto Branch, as a Canadian L/C Issuer, and the Lenders are parties to that certain Amended and Restated Credit Agreement, dated as of November 1, 2013 (as it may be from time to time hereafter amended, restated or otherwise modified from time to time, the “Credit Agreement”).

B.The Borrowers and the Administrative Agents have jointly identified that the Credit Agreement omitted definitions for the terms “Canadian Hedge Bank” and “U.S. Hedge Bank” and that such omissions are of a technical nature as the Credit Agreement contains references to “Canadian Hedge Banks” and “U.S. Hedge Banks” and also contains a definition for the term “Hedge Bank”.

C.This Amendment shall constitute a Loan Document and these Recitals shall be construed as part of this Amendment.

NOW THEREFORE, in consideration of the premises and the mutual covenants hereinafter contained, and of the Loans and other extensions of credit heretofore, now or hereafter made to, or for the benefit of, the Borrowers, the Borrowers and the Administrative Agents hereby agree as follows:

1.Definitions. Except to the extent otherwise specified herein, capitalized terms used in this Amendment shall have the same meanings ascribed to them in the Credit Agreement (as amended hereby).

2.Amendments. Section 1.01 (Defined Terms) of the Credit Agreement is hereby amended by inserting the following defined terms in the appropriate alphabetical order:

“Canadian Hedge Bank” means any Person that, at the time it enters into a Swap Contract permitted under Article VI or VII, is an Agent in respect of the Canadian Revolving Credit Facility or a Canadian Lender or an Affiliate of an Agent in respect of the Canadian Revolving Credit Facility or a Canadian Lender, in its capacity as a party to such Swap Contract.

“U.S. Hedge Bank” means any Person that, at the time it enters into a Swap Contract permitted under Article VI or VII, is an Agent in respect of the U.S. Revolving Credit Facility or a U.S. Lender or an Affiliate of an Agent in respect of the U.S. Revolving Credit Facility or a U.S. Lender, in its capacity as a party to such Swap Contract.

3.Effectiveness of Amendment. This Amendment shall become effective as set forth in the penultimate paragraph of Section 10.01 of the Credit Agreement with respect to an omission of a technical nature jointly identified by the Borrowers and the Administrative Agents.

4.Reference to and Effect Upon the Credit Agreement.

4.1Full Force and Effect. The Credit Agreement is, and shall continue to be, in full force and effect, as amended hereby.

4.2Certain Terms. Each reference in the Credit Agreement to “this Agreement”, “hereunder”, “hereof”, “herein” or any other word or words of similar import shall mean and be a reference to the Credit Agreement as amended hereby, and each reference in any other Loan Document to the Credit Agreement or any word or words of similar import shall be and mean a reference to the Credit Agreement as amended hereby.

5.Counterparts. This Amendment may be executed in any number of counterparts, each of which when so executed shall be deemed an original but all such counterparts shall constitute one and the same instrument. Delivery of an executed counterpart of a signature page to this Amendment by fax or electronic (“pdf”) transmission shall be as effective as delivery of a manually executed counterpart signature page to this Amendment.

6.Successors. The provisions of this Amendment shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns.

7.GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

8.Headings. Section headings in this Amendment are included herein for convenience of reference only and shall not constitute a part of this Amendment for any other purpose.

[Signature Pages Follow]

IN WITNESS WHEREOF, this Amendment has been duly executed as of the date first written above.

PLY GEM INDUSTRIES, INC.
by
	Name:
	Title:

PLY GEM CANADA, INC.
by
	Name:
	Title:

GIENOW CANADA INC.
by
	Name:
	Title:

MITTEN INC.
by
	Name:
	Title:

UBS AG, STAMFORD BRANCH, as U.S. Adminstrative Agent
by
	Name:
	Title:
by
	Name:
	Title:

UBS AG CANADA BRANCH, as Canadian Adminstrative Agent
by
	Name:
	Title:
by
	Name:
	Title:

EX-31.1

Exhibit 31.1

Certification Pursuant To

Section 302 of the Sarbanes-Oxley Act of 2002

I, Gary E. Robinette, certify that:

1.    I have reviewed this quarterly report on Form 10-Q of Ply Gem Holdings, Inc.;

2.    Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.    Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.    The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a)  designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c)  evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d)  disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.    The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a)  all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b)  any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. 

Date: May 12, 2014

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

EX-31.2

Exhibit 31.2

Certification Pursuant To

Section 302 of the Sarbanes-Oxley Act of 2002

I, Shawn K. Poe, certify that:

1.    I have reviewed this quarterly report on Form 10-Q of Ply Gem Holdings, Inc.;

2.    Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.    Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.    The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a)  designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c)  evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d)  disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.    The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a)  all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b)  any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: May 12, 2014

	/s/ Shawn K. Poe
Name:	Shawn K. Poe
Title:	Vice President, Chief Financial Officer, Treasurer and Secretary

EX-32.1

Exhibit 32.1

Certification Pursuant to

18 U.S.C. Section 1350

As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

In connection with the quarterly report on Form 10-Q of Ply Gem Holdings, Inc., a Delaware corporation (the “Company”), for the quarterly period ended March 29, 2014, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to my knowledge:

1.           the Report fully complies, in all material respects, with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2.           the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date:  May 12, 2014	/s/ Gary E. Robinette
	Gary E. Robinette
	President, Chief Executive Officer, and Vice Chairman of the Board

EX-32.2

Exhibit 32.2

Certification Pursuant to

18 U.S.C. Section 1350

As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

In connection with the quarterly report on Form 10-Q of Ply Gem Holdings, Inc., a Delaware corporation (the “Company”), for the quarterly period ended March 29, 2014, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to my knowledge:

1.           the Report fully complies, in all material respects, with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2.           the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date:  May 12, 2014	/s/ Shawn K. Poe
	Shawn K. Poe
	Vice President, Chief Financial Officer, Treasurer and Secretary

XML

GOODWILL (Details) (USD $)	3 Months Ended	12 Months Ended
	Mar. 29, 2014 reporting_unit	Dec. 31, 2013 reporting_unit
Goodwill [Line Items]
Number of reporting units	2	2
Goodwill impairment		$ 0
Goodwill	418,487,000	420,228,000
Siding, Fencing and Stone [Member]
Goodwill [Line Items]
Goodwill	345,131,000	346,140,000
Windows and Doors [Member]
Goodwill [Line Items]
Goodwill	$ 73,356,000	$ 74,088,000

XML

SEGMENT INFORMATION (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended		12 Months Ended
	Mar. 29, 2014 segment	Mar. 30, 2013 segment	Dec. 31, 2013 segment
Segment Reporting Information [Line Items]
Reportable segments	2	2	2
Net sales	$ 269,465	$ 257,097
Operating earnings (loss)	(19,589)	(572)
Total assets	1,033,685		1,042,251
Siding, Fencing and Stone [Member]
Segment Reporting Information [Line Items]
Net sales	137,055	137,725
Operating earnings (loss)	6,868	17,114
Total assets	674,959		655,252
Windows and Doors [Member]
Segment Reporting Information [Line Items]
Net sales	132,410	119,372
Operating earnings (loss)	(20,497)	(12,096)
Total assets	311,236		305,789
Unallocated [Member]
Segment Reporting Information [Line Items]
Operating earnings (loss)	(5,960)	(5,590)
Total assets	$ 47,490		$ 81,210

XML

INCOME TAXES (Details) (USD $)	3 Months Ended
	Mar. 29, 2014	Mar. 30, 2013	Dec. 31, 2013
Income Tax Contingency [Line Items]
Estimated effective income tax rate	19.70%
Estimated effective income tax rate including discrete items	19.50%
Tax expense	$ 12,470,000
Deferred tax liabilitiy resulting from goodwill	6,200,000
Increase in tax contingency reserve	100,000
tax receivable agreement charge	4,373,000	0
tax receivable agreement payable	15,996,000		11,623,000
Unremitted earnings of foreign subsidiary intended to be indefinitely reinvested	9,300,000
estimate of maximum liability [Member]
Income Tax Contingency [Line Items]
tax receivable agreement payable	100,000,000
tax receivable agreement expense in the period [Member]
Income Tax Contingency [Line Items]
tax receivable agreement payable	(4,400,000)
eighty five percentage receivable by affiliate [Member]
Income Tax Contingency [Line Items]
tax receivable agreement charge	0.85
fifteen percent retained by Ply Gem [Member]
Income Tax Contingency [Line Items]
tax receivable agreement charge	0.15
foreign jurisdiction [Member]
Income Tax Contingency [Line Items]
Book goodwill not amortized	$ 20,200,000

XML

Restructuring (Tables)

3 Months Ended

Mar. 29, 2014

Restructuring Cost and Reserve [Line Items]

Restructuring and Related Costs [Table Text Block]

The following table summarizes the Company's restructuring activity for the three months ended March 29, 2014:

(Amounts in thousands)	Accrued as of		Adjustments			Expensed		Cash payments			Accrued as of
	December 31, 2013		during 2014			during 2014		during 2014			March 29, 2014
Western Canada
Severance costs	$	603	$	(83	)	$	40	$	(318	)	$	242
Contract terminations	157		(23		)	—		—			134
Equipment removal and other	533		(72		)	1,219		(1,590		)	90
	$	1,293	$	(178	)	$	1,259	$	(1,908	)	$	466

he Company recorded restructuring costs in selling, general and administrative expenses in the consolidated statements of operations in the periods and segments shown in the following table:

	For the three months ended
(Amounts in thousands)	March 29, 2014		March 30, 2013
Siding, Fencing and Stone	$	—	$	—
Windows and Doors	1,259		—
	$	1,259	$	—

XML

INTANGIBLE ASSETS (Tables)

3 Months Ended

Mar. 29, 2014

Finite-Lived Intangible Assets, Net [Abstract]

Components of intangible assets

The table that follows presents the major components of intangible assets as of March 29, 2014 and December 31, 2013:

(Amounts in thousands)	Average Amortization Period			Accumulated			Net Carrying
	(in Years)	Cost		Amortization			Value
As of March 29, 2014
Patents	14	$	12,770	$	(9,486	)	$	3,284
Trademarks/Tradenames	10	91,860		(66,968		)	24,892
Customer relationships	12	187,055		(112,321		)	74,734
Other	5	3,540		(2,904		)	636
Total intangible assets	12	$	295,225	$	(191,679	)	$	103,546
As of December 31, 2013:
Patents	14	$	12,770	$	(9,250	)	$	3,520
Trademarks/Tradenames	10	91,884		(65,801		)	26,083
Customer relationships	12	187,055		(107,721		)	79,334
Other	5	3,427		(2,352		)	1,075
Total intangible assets	12	$	295,136	$	(185,124	)	$	110,012

Schedule of expected amortization expense

Estimated amortization expense for the fiscal years 2014 through 2018 is shown in the following table:

	Amortization
(Amounts in thousands)	expense
2014 (remainder of year)	$	15,084
2015	20,339
2016	19,661
2017	15,826
2018	15,045

XML

Restructuring (Details) (USD $)	3 Months Ended		15 Months Ended
	Mar. 29, 2014	Mar. 30, 2013	Dec. 31, 2014	Dec. 31, 2013
Restructuring Cost and Reserve [Line Items]
Restructuring Reserve	$ 466,000			$ 1,293,000
Restructuring and Related Cost, Expected Cost			2,900,000
Restructuring Reserve, Accrual Adjustment	(178,000)
Restructuring Charges	1,259,000	0
Payments for Restructuring		(500,000)
Contract Termination [Member]
Restructuring Cost and Reserve [Line Items]
Restructuring Reserve	134,000			157,000
Restructuring and Related Cost, Expected Cost			200,000
Restructuring Reserve, Accrual Adjustment	(23,000)
Restructuring Charges	0
Payments for Restructuring	0
Employee Relocation [Member]
Restructuring Cost and Reserve [Line Items]
Restructuring Reserve	242,000			603,000
Restructuring and Related Cost, Expected Cost			1,100,000
Restructuring Reserve, Accrual Adjustment	(83,000)
Restructuring Charges	40,000
Payments for Restructuring	(318,000)
Other Restructuring [Member]
Restructuring Cost and Reserve [Line Items]
Restructuring Reserve	90,000			533,000
Restructuring and Related Cost, Expected Cost			1,600,000
Restructuring Reserve, Accrual Adjustment	(72,000)
Restructuring Charges	1,219,000
Payments for Restructuring	(1,590,000)
Ply Gem Canada [Member]
Restructuring Cost and Reserve [Line Items]
Payments for Restructuring	(1,908,000)
Siding, Fencing and Stone [Member]
Restructuring Cost and Reserve [Line Items]
Restructuring Charges	0	0
Windows and Doors [Member]
Restructuring Cost and Reserve [Line Items]
Restructuring Charges	1,259,000	0
Windows and Doors [Member] | Ply Gem Canada [Member]
Restructuring Cost and Reserve [Line Items]
Payments for Restructuring	$ (2,100,000)

XML

LONG-TERM DEBT (Details) (USD $)	3 Months Ended		12 Months Ended		3 Months Ended				0 Months Ended	3 Months Ended						0 Months Ended			3 Months Ended								3 Months Ended										3 Months Ended			12 Months Ended			3 Months Ended								4 Months Ended	3 Months Ended							3 Months Ended			0 Months Ended		3 Months Ended	12 Months Ended				12 Months Ended	0 Months Ended			3 Months Ended			3 Months Ended	0 Months Ended	1 Months Ended	3 Months Ended	0 Months Ended			3 Months Ended			3 Months Ended		0 Months Ended		3 Months Ended							3 Months Ended
	Mar. 29, 2014	Mar. 30, 2013	Dec. 31, 2011	Dec. 31, 2013	Mar. 29, 2014 extinguishment portion only [Member]	Mar. 29, 2014 Term Loan Facility due 2021 [Member]	Mar. 30, 2013 Term Loan Facility due 2021 [Member]	Jan. 30, 2014 Term Loan Facility due 2021 [Member]	Jun. 28, 2013 8.25% senior secured notes due 2018 [Member]	Mar. 29, 2014 Third party fees for 8.25% Senior Secured Notes [Member]	Mar. 30, 2013 Third party fees for 8.25% Senior Secured Notes [Member]	Mar. 29, 2014 Third party fees for Term Loan Facility [Member]	Mar. 30, 2013 Third party fees for Term Loan Facility [Member]	Aug. 31, 2011 Senior Secured Asset-Based Revolving Credit Facility due 2016 [Member]	Jan. 30, 2014 Senior Secured Term Loan Facility due 2021 [Member] [Member]	Jan. 30, 2014 Term Loan Facility due 2021 [Member]	Mar. 29, 2014 Term Loan Facility due 2021 [Member]	Dec. 31, 2013 Term Loan Facility due 2021 [Member]	Mar. 29, 2014 Term Loan Facility due 2021 [Member] Ply Gem Industries [Member] Base Rate [Member]	Mar. 29, 2014 Term Loan Facility due 2021 [Member] Ply Gem Industries [Member] Libor Rate [Member]	Mar. 29, 2014 Term Loan Facility due 2021 [Member] Ply Gem Industries [Member] Interest Rate Floor [Member]	Mar. 29, 2014 Term Loan Facility due 2021 [Member] Ply Gem Industries [Member] eurocurrency loan [Member]	Mar. 29, 2014 Term Loan Facility due 2021 [Member] Ply Gem Industries [Member] alternate base rate loan [Member]	Mar. 29, 2014 Term Loan Facility due 2021 [Member] six point five senior notes debt ratio maximum [Member]	Mar. 29, 2014 Term Loan Facility due 2021 [Member] Option One [Member] Ply Gem Industries [Member]	Mar. 29, 2014 Term Loan Facility due 2021 [Member] Option Two [Member] Ply Gem Industries [Member]	Mar. 29, 2014 Six Point Five Senior Notes due 2022 [Member] [Member]	Jan. 30, 2014 Six Point Five Senior Notes due 2022 [Member] [Member]	Dec. 31, 2013 Six Point Five Senior Notes due 2022 [Member] [Member]	Mar. 29, 2014 Six Point Five Senior Notes due 2022 [Member] [Member] Debt Limitation One [Member]	Mar. 29, 2014 Six Point Five Senior Notes due 2022 [Member] [Member] Debt Limitation Two [Member] Purchase Money Indebtedness [Member]	Mar. 29, 2014 Six Point Five Senior Notes due 2022 [Member] [Member] Debt Limitation Two [Member] Debt of foreign subsidiaries [Member]	Mar. 29, 2014 Six Point Five Senior Notes due 2022 [Member] [Member] Debt Limitation Two [Member] General debt basket [Member]	Mar. 29, 2014 Six Point Five Senior Notes due 2022 [Member] [Member] Debt Limitation Three [Member] [Member] Purchase Money Indebtedness [Member]	Mar. 29, 2014 Six Point Five Senior Notes due 2022 [Member] [Member] Debt Limitation Three [Member] [Member] Debt of foreign subsidiaries [Member]	Mar. 29, 2014 Six Point Five Senior Notes due 2022 [Member] [Member] Debt Limitation Three [Member] [Member] General debt basket [Member]	Mar. 29, 2014 Six Point Five Senior Notes due 2022 [Member] [Member] Prior to February 1, 2017 [Member]	Mar. 29, 2014 Six Point Five Senior Notes due 2022 [Member] [Member] Prior to February 1, 2017 [Member] Redemption period one [Member]	Mar. 29, 2014 Six Point Five Senior Notes due 2022 [Member] [Member] Prior to February 1, 2017 [Member] Maximum [Member]	Dec. 31, 2013 Senior Secured Asset-Based Revolving Credit Facility due 2018 [Member]	Mar. 29, 2014 Senior Secured Asset-Based Revolving Credit Facility due 2018 [Member]	Nov. 01, 2013 Senior Secured Asset-Based Revolving Credit Facility due 2018 [Member]	Mar. 29, 2014 Senior Secured Asset-Based Revolving Credit Facility due 2018 [Member] Debt and equity transactions limitations [Member]	Mar. 29, 2014 Senior Secured Asset-Based Revolving Credit Facility due 2018 [Member] Ply Gem Industries [Member]	Mar. 29, 2014 Senior Secured Asset-Based Revolving Credit Facility due 2018 [Member] Ply Gem Industries [Member] Fixed charge coverage ratio [Member]	Mar. 29, 2014 Senior Secured Asset-Based Revolving Credit Facility due 2018 [Member] Ply Gem Industries [Member] Option Three [Member] [Member] Cash dominion requirement [Member]	Mar. 29, 2014 Senior Secured Asset-Based Revolving Credit Facility due 2018 [Member] Ply Gem Industries [Member] Option One [Member] Fixed charge coverage ratio [Member]	Mar. 29, 2014 Senior Secured Asset-Based Revolving Credit Facility due 2018 [Member] Ply Gem Industries [Member] Option One [Member] Cash dominion requirement [Member]	Mar. 29, 2014 Senior Secured Asset-Based Revolving Credit Facility due 2018 [Member] Ply Gem Industries [Member] Option Two [Member] Fixed charge coverage ratio [Member]	Mar. 29, 2014 Senior Secured Asset-Based Revolving Credit Facility due 2018 [Member] Ply Gem Industries [Member] Option Two [Member] Cash dominion requirement [Member]	Apr. 30, 2014 Senior Secured Asset-Based Revolving Credit Facility due 2018 [Member] Ply Gem Industries [Member] Option Two [Member] Cash dominion requirement [Member]	Mar. 29, 2014 Senior Secured Asset-Based Revolving Credit Facility due 2018 [Member] Ply Gem Industries [Member] Base Rate [Member]	Mar. 29, 2014 Senior Secured Asset-Based Revolving Credit Facility due 2018 [Member] Ply Gem Industries [Member] Eurodollar [Member]	Mar. 29, 2014 Senior Secured Asset-Based Revolving Credit Facility due 2018 [Member] Ply Gem Industries [Member] Maximum [Member]	Mar. 29, 2014 Senior Secured Asset-Based Revolving Credit Facility due 2018 [Member] Ply Gem Industries [Member] Minimum [Member]	Mar. 29, 2014 Senior Secured Asset-Based Revolving Credit Facility due 2018 [Member] Ply Gem Canada [Member]	Nov. 01, 2013 Senior Secured Asset-Based Revolving Credit Facility due 2018 [Member] Canadian Subsidiaries [Member]	Mar. 29, 2014 Senior Secured Asset-Based Revolving Credit Facility due 2018 [Member] Purchase Money Indebtedness [Member] Debt and equity transactions limitations [Member]	Mar. 29, 2014 Senior Secured Asset-Based Revolving Credit Facility due 2018 [Member] initial base rate [Member] Ply Gem Industries [Member] Base Rate [Member]	Mar. 29, 2014 Senior Secured Asset-Based Revolving Credit Facility due 2018 [Member] Purchase Money Indebtedness [Member] Ply Gem Canada [Member]	Mar. 29, 2014 Senior Secured Asset-Based Revolving Credit Facility due 2018 [Member] Purchase Money Indebtedness [Member] Canadian Subsidiaries [Member]	Mar. 01, 2014 8.25% senior secured notes due 2018 [Member]	Jan. 30, 2014 8.25% senior secured notes due 2018 [Member]	Mar. 29, 2014 8.25% senior secured notes due 2018 [Member]	Dec. 31, 2013 8.25% senior secured notes due 2018 [Member]	Jun. 28, 2013 8.25% senior secured notes due 2018 [Member]	Feb. 16, 2012 8.25% senior secured notes due 2018 [Member]	Feb. 11, 2011 8.25% senior secured notes due 2018 [Member]	Dec. 31, 2013 8.25% senior secured notes due 2018 [Member] Redemption period two [Member] Option Two [Member]	Feb. 16, 2014 9.375% Senior notes due 2017 [Member]	Jan. 30, 2014 9.375% Senior notes due 2017 [Member]	Jun. 22, 2013 9.375% Senior notes due 2017 [Member]	Mar. 29, 2014 9.375% Senior notes due 2017 [Member]	Dec. 31, 2013 9.375% Senior notes due 2017 [Member]	Sep. 27, 2012 9.375% Senior notes due 2017 [Member]	Mar. 29, 2014 9.375% Senior notes due 2017 [Member] Redemption period one [Member]	Mar. 13, 2011 11.75% Senior secured notes due 2013 [Member]	Feb. 28, 2011 11.75% Senior secured notes due 2013 [Member]	Mar. 29, 2014 Subordinated debt [Member] Debt and equity transactions limitations [Member]	Jan. 30, 2014 Six Point Five Senior Notes Due 2022 and Term Loan Facility Due 2021 [Member]	Jan. 30, 2014 Six Point Five Senior Notes Due 2022 and Term Loan Facility Due 2021 [Member] debt discount created from January 2014 refinancing [Member]	Jan. 30, 2014 Six Point Five Senior Notes due 2022 [Member] [Member] Term Loan Facility due 2021 [Member]	Mar. 29, 2014 Nine Point Three Seven Five Senior Unsecured Notes Due 2017 [Member] 8.25% senior secured notes due 2018 [Member]	Mar. 30, 2013 Nine Point Three Seven Five Senior Unsecured Notes Due 2017 [Member] 8.25% senior secured notes due 2018 [Member]	Jan. 30, 2014 Nine Point Three Seven Five Senior Unsecured Notes Due 2017 [Member] 8.25% senior secured notes due 2018 [Member]	Mar. 29, 2014 Gain (Loss) on Extinguishment of Debt [Member] eight point two five senior and nine point three seven five senior unsecured [Member]	Mar. 30, 2013 Gain (Loss) on Extinguishment of Debt [Member] eight point two five senior and nine point three seven five senior unsecured [Member]	Jan. 30, 2014 Gain (Loss) on Extinguishment of Debt [Member] Six Point Five Senior Notes Due 2022 and Term Loan Facility Due 2021 [Member]	Jan. 30, 2014 Debt Issuance Costs [Member] Six Point Five Senior Notes Due 2022 and Term Loan Facility Due 2021 [Member]	Mar. 29, 2014 modification of debt [Member] eight point two five senior and nine point three seven five senior unsecured [Member]	Mar. 29, 2014 equity offering threshold [Member] Six Point Five Senior Notes due 2022 [Member] [Member] Prior to February 1, 2017 [Member] Redemption period one [Member]	Mar. 29, 2014 certain non-ordinary course asset sales [Member] Term Loan Facility due 2021 [Member]	Mar. 29, 2014 excess cash flow [Member] Term Loan Facility due 2021 [Member] Option Three [Member] [Member]	Mar. 29, 2014 excess cash flow [Member] Term Loan Facility due 2021 [Member] Option One [Member]	Mar. 29, 2014 excess cash flow [Member] Term Loan Facility due 2021 [Member] Option Two [Member]	Mar. 29, 2014 certain issuances of debt [Member] Term Loan Facility due 2021 [Member]	Mar. 29, 2014 Threshold for fee calculation [Member] Senior Secured Asset-Based Revolving Credit Facility due 2018 [Member] Ply Gem Industries [Member]	Mar. 29, 2014 Option One [Member] Senior Secured Asset-Based Revolving Credit Facility due 2018 [Member] Ply Gem Industries [Member]	Mar. 29, 2014 Option Two [Member] Senior Secured Asset-Based Revolving Credit Facility due 2018 [Member] Ply Gem Industries [Member]
Debt Instrument [Line Items]
Purchase Commitment, Remaining Minimum Amount Committed	$ 86,000,000
Environmental Costs of Property for Sale, Disposal or Abandonment, Anticipated Exit Costs			1,800,000
Long-term debt	888,393,000			817,028,000													392,868,000	0									455,525,000		0											0	40,000,000																							0	725,574,000								0	91,454,000
Debt instrument, face amount															430,000,000	430,000,000												500,000,000																																							40,000,000	800,000,000							160,000,000
Long-term Debt, Authorized Redemption Amount, Percentage of Outstanding Principal at 106 Point 50 Redemption Price																																							40.00%
Interest rate on debt (in hundredths)																	4.00%											6.50%																																				8.25%				8.25%							9.375%
Extinguishment of debt																																																															705,900,000								94,700,000						400,000	724,600,000
Net proceeds from debt																427,900,000
Unamortized discount								1,900,000								2,200,000	37,132,000	0									44,475,000		0																																			0	30,426,000								0	4,546,000											34,400,000
Unamortized Debt Issuance Expense																																																																																					14,900,000
Debt issuance costs	14,321,000	62,000
Note maturity date																																																																Feb. 15, 2018									Apr. 15, 2017
Redemption price, percentage of principal																																					100.00%
Redemption price, including premium, percentage of aggregate principal amount																																						106.50%																															103.00%							109.375%
Long-term Debt, Required Remaining Amount Outstanding for Redemption at 106 Point 50 Percent																																																																																											50.00%
Long-term Debt, Redemption of Debt																																																																	84,000,000							64,000,000
Minimum required interest coverage ratio																											2.00																		1.0
Maximum borrowing threshold on credit facility under six point five percent notes																														350,000,000
Maximum indebtedness under six point five percent notes																														575,000,000
Debt Instrument, Minimum Interest Coverage Ratio Required for Incurring Additional Debt																											4.00
Purchase money indebtedness threshold under six point five percent notes																															35,000,000			0.10
foreign debt threshold under the six point five percent notes																																60,000,000			0.15
general debt basket threshold under the six point five percent notes																																	75,000,000			0.20
Maximum borrowing capacity under credit facilities														212,500,000																											250,000,000	250,000,000		200,000,000													50,000,000	25,000,000		50,000,000	50,000,000
Accordion feature line increase																																									350,000,000	100,000,000
Allowable revolving commitments increase																	140,000,000
Basis spread on variable interest rate																			0.50%	1.00%	1.00%	3.00%	2.00%																													0.50%	1.75%	2.00%	1.50%				0.75%
Interest rate during period																																												1.97%
Based percentage used to determine excess availability																																											25.00%				10.00%	12.50%
Excess availability																																																	17,500,000	22,500,000	20,000,000
Percentage of equity guaranteed by parent company																																																								35.00%
Limitation on new borrowings																																																																															112,500,000
Foreign debt restriction threshold																																											10,000,000
Contractual availability																																									204,300,000
Borrowing base availability reflecting of ABL borrowings																																									154,700,000
Line of credit outstanding																																									40,000,000
Letters of credit outstanding																																									5,700,000
Proceeds from issuance of long-term debt																																																																																927,900,000
Cumulative early tender premiums									2,500,000																																																															6,000,000														(8,493,000)	0
Payment of accrued interest																																																																		2,600,000						1,100,000
Extinguishment of Debt, Unamortized Discount Charged to Expense						(255,000)	0		3,800,000																																																															3,700,000											(4,773,000)	0
Write off of Deferred Debt Issuance Cost									1,800,000																																																															1,200,000											(2,067,000)	0		(2,067,000)				(300,000)
Gains (Losses) on Extinguishment of Debt	21,364,000	0			(15,588,000)
Extinguishment of Debt, Gain (Loss), Net of Tax		0
Extinguishment of Debt, Transaction Costs																																																																																		14,700,000						5,500,000	9,200,000
Gains (Losses) On Modification Or Extinguishment Of Debt	21,364,000	0
Gain (Loss) on Repurchase of Debt Instrument	5,776,000	0								302,000	0	5,474,000	0
debt instrument, periodic payment, principal, percentage basis																	1.00%
accordion feature line increase ratio threshold																								3.75
prepayment penalty																	1.00%
term loan repayment requirements																																																																																													0.00%	50.00%	25.00%
Long-term Debt, Required secured debt Ratio																									2.50	2.00
excess cash flow threshold for prepayment																	15,000,000
excess cash flow subject to prepayment																																																																																												100.00%				100.00%
Tender Offer Price, Per 1000																																																															1,067.50								1,108.36
Debt Instrument, Early Tender Payment Price, Per 1000																																																															30.00								30.00
Repayments of Long-term Debt	852,000,000	0																																																													780,200,000								107,600,000
Cumulative early tender premiums																																																															47,600,000								10,300,000										52,600,000	61,100,000
Redemption of debt																																																														50,100,000								1,300,000
Redemption price																																																														1.06188								1
Debt Issuance Cost																																								1,300,000
Line of Credit Facility, Unused Capacity, Commitment Fee Percentage																																																																																																	10000000000.00%	0.375%	0.25%
Line of Credit Facility, Commitment Fee Amount																																																																																																	100,000,000
Debt Instrument, Excess Availability length																																														5 years
tax receivable agreement indebtedness threshold																																											$ 100,000,000
make whole premium																																																																						110.179%

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Fair Value Disclosure (Details) (USD $)	Mar. 29, 2014	Dec. 31, 2013
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Derivative, Notional Amount	$ 36,800,000
Foreign Currency Cash Flow Hedge Liability at Fair Value	357,000	0
Quoted Prices in Active Markets (Level 1) [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Liabilities	500,625,000	908,580,000
Quoted Prices in Active Markets (Level 1) [Member] | Six Point Five Senior Notes due 2022 [Member] [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Liabilities	500,625,000
Quoted Prices in Active Markets (Level 1) [Member] | 9.375% Senior notes due 2017 [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Liabilities		103,440,000
Quoted Prices in Active Markets (Level 1) [Member] | Senior Secured Notes-8.25% [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Liabilities		805,140,000
Significant Other Observable Inputs (Level 2) [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Liabilities	0	0
Significant Other Observable Inputs (Level 2) [Member] | Six Point Five Senior Notes due 2022 [Member] [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Liabilities	0
Significant Other Observable Inputs (Level 2) [Member] | 9.375% Senior notes due 2017 [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Liabilities		0
Significant Other Observable Inputs (Level 2) [Member] | Senior Secured Notes-8.25% [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Liabilities		0
Significant Unobservable Inputs (Level 3) [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Liabilities	0	0
Significant Unobservable Inputs (Level 3) [Member] | Six Point Five Senior Notes due 2022 [Member] [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Liabilities	0
Significant Unobservable Inputs (Level 3) [Member] | 9.375% Senior notes due 2017 [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Liabilities		0
Significant Unobservable Inputs (Level 3) [Member] | Senior Secured Notes-8.25% [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Liabilities		0
Carrying Value [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Liabilities	500,000,000	852,000,000
Carrying Value [Member] | Six Point Five Senior Notes due 2022 [Member] [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Liabilities	500,000,000
Carrying Value [Member] | 9.375% Senior notes due 2017 [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Liabilities		96,000,000
Carrying Value [Member] | Senior Secured Notes-8.25% [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Liabilities		756,000,000
Fair Value Total [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Liabilities	500,625,000	908,580,000
Fair Value Total [Member] | Six Point Five Senior Notes due 2022 [Member] [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Liabilities	500,625,000
Fair Value Total [Member] | 9.375% Senior notes due 2017 [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Liabilities		103,440,000
Fair Value Total [Member] | Senior Secured Notes-8.25% [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Liabilities		$ 805,140,000

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GUARANTOR/NON-GUARANTOR FINANCIAL INFORMATION, Condensed Consolidating Balance Sheet (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended
	Mar. 29, 2014	Mar. 30, 2013	Dec. 31, 2013	Dec. 31, 2012
Proceeds from (Repayments of) Lines of Credit	$ 40,000	$ 50,000
Current Assets:
Cash and cash equivalents	15,495	11,162	69,801	27,194
Accounts receivable, net	163,579		140,062
Inventories:
Raw materials	55,281		51,313
Work in process	25,419		23,817
Finished goods	72,352		60,340
Total inventory	153,052		135,470
Prepaid expenses and other current assets	27,475		23,214
Deferred income taxes	7,591		3,178
Total current assets	367,192		371,725
Investments in subsidiaries	0		0
Property and Equipment, at cost:
Land	4,490		4,528
Buildings and improvements	43,386		43,691
Machinery and equipment	324,556		321,614
Total property and equipment	372,432		369,833
Less accumulated depreciation	(262,199)		(258,186)
Total property and equipment, net	110,233		111,647
Other Assets:
Intangible assets, net	103,546		110,012
Goodwill	418,487		420,228
Deferred income taxes	5,027		5,406
Intercompany note receivable	0		0
Other	29,200		23,233
Total other assets	556,260		558,879
Total Assets	1,033,685		1,042,251
Current Liabilities:
Accounts payable	77,231		82,981
Accrued expenses	90,581		112,940
Total current liabilities	167,812		195,921
Deferred income taxes	16,573		17,115
Intercompany note payable	0		0
tax receivable agreement payable	15,996		11,623
Other long-term liabilities	52,082		52,560
Long-term debt	888,393		817,028
Commitments and contingencies
Stockholders' Equity (Deficit):
Preferred stock	0		0
Common stock	678		672
Additional paid-in-capital	743,209		741,789
(Accumulated deficit) retained earnings	(842,821)		(791,243)
Accumulated other comprehensive loss	(8,237)		(3,214)
Total stockholders' deficit	(107,171)		(51,996)
Total Liabilities and Stockholder's Deficit	1,033,685		1,042,251
Guarantor Ply Gem Holdings, Inc. [Member]
Proceeds from (Repayments of) Lines of Credit	0	0
Current Assets:
Cash and cash equivalents	0	0	0	0
Accounts receivable, net	0		0
Inventories:
Raw materials	0		0
Work in process	0		0
Finished goods	0		0
Total inventory	0		0
Prepaid expenses and other current assets	0		0
Deferred income taxes	0		0
Total current assets	0		0
Investments in subsidiaries	(107,171)		(51,996)
Property and Equipment, at cost:
Land	0		0
Buildings and improvements	0		0
Machinery and equipment	0		0
Total property and equipment	0		0
Less accumulated depreciation	0		0
Total property and equipment, net	0		0
Other Assets:
Intangible assets, net	0		0
Goodwill	0		0
Deferred income taxes	0		0
Intercompany note receivable	0		0
Other	0		0
Total other assets	0		0
Total Assets	(107,171)		(51,996)
Current Liabilities:
Accounts payable	0		0
Accrued expenses	0		0
Total current liabilities	0		0
Deferred income taxes	0		0
Intercompany note payable	0		0
tax receivable agreement payable	0		0
Other long-term liabilities	0		0
Long-term debt	0		0
Commitments and contingencies
Stockholders' Equity (Deficit):
Preferred stock	0		0
Common stock	678		672
Additional paid-in-capital	743,209		741,789
(Accumulated deficit) retained earnings	(842,821)		(791,243)
Accumulated other comprehensive loss	(8,237)		(3,214)
Total stockholders' deficit	(107,171)		(51,996)
Total Liabilities and Stockholder's Deficit	(107,171)		(51,996)
Issuer Ply Gem Industries, Inc. [Member]
Proceeds from (Repayments of) Lines of Credit	40,000	50,000
Current Assets:
Cash and cash equivalents	17,719	13,441	57,800	23,332
Accounts receivable, net	0		0
Inventories:
Raw materials	0		0
Work in process	0		0
Finished goods	0		0
Total inventory	0		0
Prepaid expenses and other current assets	597		613
Deferred income taxes	0		0
Total current assets	18,316		58,413
Investments in subsidiaries	(174,322)		(229,668)
Property and Equipment, at cost:
Land	0		0
Buildings and improvements	0		0
Machinery and equipment	3,787		3,275
Total property and equipment	3,787		3,275
Less accumulated depreciation	(1,522)		(1,385)
Total property and equipment, net	2,265		1,890
Other Assets:
Intangible assets, net	0		0
Goodwill	0		0
Deferred income taxes	0		0
Intercompany note receivable	949,305		958,631
Other	26,909		20,907
Total other assets	976,214		979,538
Total Assets	822,473		810,173
Current Liabilities:
Accounts payable	584		601
Accrued expenses	14,214		31,056
Total current liabilities	14,798		31,657
Deferred income taxes	0		0
Intercompany note payable	0		0
tax receivable agreement payable	15,996		11,623
Other long-term liabilities	10,457		1,861
Long-term debt	888,393		817,028
Commitments and contingencies
Stockholders' Equity (Deficit):
Preferred stock	0		0
Common stock	678		672
Additional paid-in-capital	743,209		741,789
(Accumulated deficit) retained earnings	(842,821)		(791,243)
Accumulated other comprehensive loss	(8,237)		(3,214)
Total stockholders' deficit	(107,171)		(51,996)
Total Liabilities and Stockholder's Deficit	822,473		810,173
Guarantor Subsidiaries [Member]
Proceeds from (Repayments of) Lines of Credit	0	0
Current Assets:
Cash and cash equivalents	(7,345)	(6,185)	(4,970)	(4,307)
Accounts receivable, net	131,685		110,475
Inventories:
Raw materials	42,883		41,593
Work in process	24,231		22,781
Finished goods	52,910		42,751
Total inventory	120,024		107,125
Prepaid expenses and other current assets	17,180		17,270
Deferred income taxes	7,081		2,825
Total current assets	268,625		232,725
Investments in subsidiaries	0		0
Property and Equipment, at cost:
Land	3,565		3,565
Buildings and improvements	38,281		38,059
Machinery and equipment	304,321		300,089
Total property and equipment	346,167		341,713
Less accumulated depreciation	(254,311)		(249,344)
Total property and equipment, net	91,856		92,369
Other Assets:
Intangible assets, net	73,983		77,968
Goodwill	383,042		383,042
Deferred income taxes	0		0
Intercompany note receivable	0		0
Other	2,291		2,326
Total other assets	459,316		463,336
Total Assets	819,797		788,430
Current Liabilities:
Accounts payable	58,191		66,847
Accrued expenses	57,146		62,120
Total current liabilities	115,337		128,967
Deferred income taxes	8,774		9,005
Intercompany note payable	850,295		859,768
tax receivable agreement payable	0		0
Other long-term liabilities	37,404		46,315
Long-term debt	0		0
Commitments and contingencies
Stockholders' Equity (Deficit):
Preferred stock	0		0
Common stock	0		0
Additional paid-in-capital	506,386		423,584
(Accumulated deficit) retained earnings	(698,399)		(679,209)
Accumulated other comprehensive loss	0		0
Total stockholders' deficit	(192,013)		(255,625)
Total Liabilities and Stockholder's Deficit	819,797		788,430
Non-Guarantor Subsidiary [Member]
Proceeds from (Repayments of) Lines of Credit	0	0
Current Assets:
Cash and cash equivalents	5,121	3,906	16,971	8,169
Accounts receivable, net	31,894		29,587
Inventories:
Raw materials	12,398		9,720
Work in process	1,188		1,036
Finished goods	19,442		17,589
Total inventory	33,028		28,345
Prepaid expenses and other current assets	9,698		5,331
Deferred income taxes	510		353
Total current assets	80,251		80,587
Investments in subsidiaries	0		0
Property and Equipment, at cost:
Land	925		963
Buildings and improvements	5,105		5,632
Machinery and equipment	16,448		18,250
Total property and equipment	22,478		24,845
Less accumulated depreciation	(6,366)		(7,457)
Total property and equipment, net	16,112		17,388
Other Assets:
Intangible assets, net	29,563		32,044
Goodwill	35,445		37,186
Deferred income taxes	5,027		5,406
Intercompany note receivable	0		0
Other	0		0
Total other assets	70,035		74,636
Total Assets	166,398		172,611
Current Liabilities:
Accounts payable	18,456		15,533
Accrued expenses	19,221		19,764
Total current liabilities	37,677		35,297
Deferred income taxes	7,799		8,110
Intercompany note payable	99,010		98,863
tax receivable agreement payable	0		0
Other long-term liabilities	4,221		4,384
Long-term debt	0		0
Commitments and contingencies
Stockholders' Equity (Deficit):
Preferred stock	0		0
Common stock	0		0
Additional paid-in-capital	13,066		12,727
(Accumulated deficit) retained earnings	9,285		16,167
Accumulated other comprehensive loss	(4,660)		(2,937)
Total stockholders' deficit	17,691		25,957
Total Liabilities and Stockholder's Deficit	166,398		172,611
Consolidating Adjustments [Member]
Proceeds from (Repayments of) Lines of Credit	0	0
Current Assets:
Cash and cash equivalents	0	0	0	0
Accounts receivable, net	0		0
Inventories:
Raw materials	0		0
Work in process	0		0
Finished goods	0		0
Total inventory	0		0
Prepaid expenses and other current assets	0		0
Deferred income taxes	0		0
Total current assets	0		0
Investments in subsidiaries	281,493		281,664
Property and Equipment, at cost:
Land	0		0
Buildings and improvements	0		0
Machinery and equipment	0		0
Total property and equipment	0		0
Less accumulated depreciation	0		0
Total property and equipment, net	0		0
Other Assets:
Intangible assets, net	0		0
Goodwill	0		0
Deferred income taxes	0		0
Intercompany note receivable	(949,305)		(958,631)
Other	0		0
Total other assets	(949,305)		(958,631)
Total Assets	(667,812)		(676,967)
Current Liabilities:
Accounts payable	0		0
Accrued expenses	0		0
Total current liabilities	0		0
Deferred income taxes	0		0
Intercompany note payable	(949,305)		(958,631)
tax receivable agreement payable	0		0
Other long-term liabilities	0		0
Long-term debt	0		0
Commitments and contingencies
Stockholders' Equity (Deficit):
Preferred stock	0		0
Common stock	(678)		(672)
Additional paid-in-capital	(1,262,661)		(1,178,100)
(Accumulated deficit) retained earnings	1,531,935		1,454,285
Accumulated other comprehensive loss	12,897		6,151
Total stockholders' deficit	281,493		281,664
Total Liabilities and Stockholder's Deficit	$ (667,812)		$ (676,967)

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STOCK-BASED COMPENSATION (Details) (USD $)	3 Months Ended			12 Months Ended		0 Months Ended	3 Months Ended	1 Months Ended		3 Months Ended	1 Months Ended		3 Months Ended
	Mar. 29, 2014	Mar. 30, 2013	Mar. 29, 2014 Stock Options [Member]	Dec. 31, 2013 Stock Options [Member]	May 23, 2013 Stock Options [Member]	Mar. 04, 2014 Restricted Stock [Member] Board of Directors [Member]	Mar. 29, 2014 Restricted Stock [Member] Board of Directors [Member]	Jan. 31, 2012 Restricted Stock [Member] January Award [Member] member_of_board_of_directors	Jan. 31, 2012 Restricted Stock [Member] January Award [Member] Board of Directors [Member]	Mar. 30, 2013 Restricted Stock [Member] January Award [Member] Board of Directors [Member]	Dec. 31, 2012 Restricted Stock [Member] December Award [Member] member_of_board_of_directors	Dec. 31, 2012 Restricted Stock [Member] December Award [Member] Board of Directors [Member]	Mar. 29, 2014 Restricted Stock [Member] December Award [Member] Board of Directors [Member]
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward]
Stock options outstanding at beginning of period (in shares)			3,285,750		3,386,008
Granted			151,147
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price			$ 15.11
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period			(587,047)
Share-based Compensation Arrangements by Share-based Payment Award, Options, Exercises in Period, Weighted Average Exercise Price			$ 1.76
Forfeited or expired (in shares)			0
Stock options outstanding at end of period (in shares)			2,849,850	3,285,750	3,386,008
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price [Roll Forward]
Weighted average exercise price at beginning of period (in dollars per share)			$ 11.04
Weighted average exercise price at end of period (in dollars per share)			$ 13.17	$ 11.04
Weighted average remaining contractual term			6 years 2 months 9 days	5 years 2 months 25 days
Vested options (in shares)	1,897,289
Vesting percentage (in hundredths)	100.00%
Total unrecognized compensation expense	$ 3,400,000
Weighted average recognition period of unrecognized compensation expense	2 years 1 month 0 days
Restricted Stock [Abstract]
Restricted shares						3,523			3,885.6801264			3,885.6801264
Independent members of the Board of Directors receiving award								3			3
Compensation expense	$ 400,000	$ 500,000					$ 11,000			$ 45,000			$ 45,000
Time period over which award will be expensed						10 months						12 months
Share-based Compensation Arrangements by Share-based Payment Award, Options, Forfeitures in Period, Weighted Average Exercise Price			$ 0

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INTANGIBLE ASSETS

3 Months Ended

Mar. 29, 2014

Finite-Lived Intangible Assets, Net [Abstract]

INTANGIBLE ASSETS, NET

INTANGIBLE ASSETS, NET

The table that follows presents the major components of intangible assets as of March 29, 2014 and December 31, 2013:

(Amounts in thousands)	Average Amortization Period			Accumulated			Net Carrying
	(in Years)	Cost		Amortization			Value
As of March 29, 2014
Patents	14	$	12,770	$	(9,486	)	$	3,284
Trademarks/Tradenames	10	91,860		(66,968		)	24,892
Customer relationships	12	187,055		(112,321		)	74,734
Other	5	3,540		(2,904		)	636
Total intangible assets	12	$	295,225	$	(191,679	)	$	103,546
As of December 31, 2013:
Patents	14	$	12,770	$	(9,250	)	$	3,520
Trademarks/Tradenames	10	91,884		(65,801		)	26,083
Customer relationships	12	187,055		(107,721		)	79,334
Other	5	3,427		(2,352		)	1,075
Total intangible assets	12	$	295,136	$	(185,124	)	$	110,012

Estimated amortization expense for the fiscal years 2014 through 2018 is shown in the following table:

	Amortization
(Amounts in thousands)	expense
2014 (remainder of year)	$	15,084
2015	20,339
2016	19,661
2017	15,826
2018	15,045

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PENSION PLANS (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended
	Mar. 29, 2014 pension_plan	Mar. 30, 2013 pension_plan
Compensation and Retirement Disclosure [Abstract]
Number of separate pension plans	2	2
Net periodic benefit costs
Service cost	$ 0	$ 29
Interest cost	476	440
Expected return on plan assets	(567)	(513)
Amortization of loss	116	234
Net periodic benefit expense	$ 25	$ 190

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COMMITMENTS AND CONTINGENCIES (Tables)

3 Months Ended

Mar. 29, 2014

Commitments and Contingencies Disclosure [Abstract]

Components of the indemnification

Company has recorded liabilities related to these indemnifications of approximately $0.5 million and $0.4 million, respectively, in current liabilities and $2.7 million and $2.7 million, respectively, in long-term liabilities, consisting of the following:

(Amounts in thousands)	March 29, 2014		December 31, 2013
Product claim liabilities	$	140	$	140
Multiemployer pension plan withdrawal liability	2,385		2,362
Other	655		576
	$	3,180	$	3,078

Changes in the Company's warranty liabilities

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

	For the three months ended
(Amounts in thousands)	March 29, 2014			March 30, 2013
Balance, beginning of period	$	42,466		$	37,870
Warranty expense during period	1,970			2,519
Settlements made during period	(3,516		)	(2,681		)
Balance, end of period	$	40,920		$	37,708

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PENSION PLANS (Tables)

3 Months Ended

Mar. 29, 2014

Compensation and Retirement Disclosure [Abstract]

Net periodic benefit expense

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
	March 29, 2014			March 30, 2013
Service cost	$	—		$	29
Interest cost	476			440
Expected return on plan assets	(567		)	(513		)
Amortization of loss	116			234
Net periodic benefit expense	$	25		$	190

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COMMITMENTS AND CONTINGENCIES (Details) (USD $)	3 Months Ended	12 Months Ended			3 Months Ended
	Mar. 29, 2014	Dec. 31, 2011	Dec. 31, 2013	Mar. 29, 2014 indemnification of liabilities in excess of [Member]	Mar. 29, 2014 attorney fees [Member]	Mar. 29, 2014 Warranty claims [Member]	Mar. 30, 2013 Warranty claims [Member]	Mar. 29, 2014 class action settlement [Member]	Mar. 29, 2014 Other Current Liabilities [Member] class action settlement [Member]	Dec. 31, 2013 Other Current Liabilities [Member] class action settlement [Member]	Mar. 29, 2014 Other Noncurrent Liabilities [Member] class action settlement [Member]	Dec. 31, 2013 Other Noncurrent Liabilities [Member] class action settlement [Member]
Indemnification [Abstract]
Receivable related to indemnification	$ 3,200,000		$ 3,100,000
Current liabilities related to indemnifications	500,000		400,000
Long-term liabilities related to indemnifications	2,700,000		2,700,000
Product claim liabilities	140,000		140,000
Multiemployer pension plan withdrawal liability	2,385,000		2,362,000
Other	655,000		576,000	2,500,000
Liabilities for contingency	3,180,000		3,078,000
Warranty claims [Abstract]
Warranty liabilities, Current	10,536,000		10,861,000
Warranty liabilities, Noncurrent	30,384,000		31,605,000
Change in the Company's warranty liabilities [Roll Forward]
Balance, beginning of period						42,466,000	37,870,000
Warranty expense during period						1,970,000	2,519,000
Settlements made during period						(3,516,000)	(2,681,000)
Balance, end of period						40,920,000	37,708,000
Environmental [Abstract]
Environmental remediation estimate		1,800,000
Environmental liability within current liabilities	300,000		300,000
Environmental liability within other long-term liabilities	1,200,000		1,200,000
Litigation Settlement, Amount	5,000,000				2,500,000
Loss Contingency, Estimate of Possible Loss								$ 5,000,000	$ 3,000,000	$ 0	$ 2,000,000	$ 0

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ACCRUED EXPENSES AND OTHER LONG-TERM LIABILITIES (Tables)

3 Months Ended

Mar. 29, 2014

Payables and Accruals [Abstract]

Accrued expenses and other long term liabilities

Accrued expenses consist of the following at March 29, 2014 and December 31, 2013:

(Amounts in thousands)	March 29, 2014		December 31, 2013
Insurance	$	4,129	$	3,926
Employee compensation and benefits	9,851		8,916
Sales and marketing	24,626		34,215
Product warranty	10,536		10,861
Accrued freight	1,589		1,350
Accrued interest	8,234		25,477
Accrued environmental liability	458		463
Accrued pension	2,258		2,258
Accrued sales returns and discounts	3,037		3,263
Accrued taxes	3,388		3,433
Litigation accrual	3,000		—
Other	19,475		18,778
	$	90,581	$	112,940

Other long-term liabilities consist of the following at March 29, 2014 and December 31, 2013:

(Amounts in thousands)	March 29, 2014		December 31, 2013
Insurance	$	2,398	$	2,213
Pension liabilities	6,271		6,622
Multi-employer pension withdrawal liability	2,385		2,362
Product warranty	30,384		31,605
Long-term product claim liability	140		140
Long-term environmental liability	1,247		1,247
Liabilities for tax uncertainties	3,051		2,934
Litigation accrual	2,000		—
Other	4,206		5,437
	$	52,082	$	52,560

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STOCK-BASED COMPENSATION (Tables)

3 Months Ended

Mar. 29, 2014

Disclosure of Compensation Related Costs, Share-based Payments [Abstract]

Rollforward of stock options outstanding

A rollforward of stock options outstanding during the three months ended March 29, 2014 is presented below: 

	Stock Options		Weighted- Average Exercise Price		Weighted- Average Remaining Contractual Term (Years)
Balance at January 1, 2014	3,285,750		$	11.04	5.24
Granted	151,147		15.11		—
Exercised	(587,047	)	1.76		—
Forfeited or expired	—		—		—
Balance at March 29, 2014	2,849,850		$	13.17	6.19

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GOODWILL

3 Months Ended

Mar. 29, 2014

Goodwill [Abstract]

GOODWILL

GOODWILL

The Company records the excess of purchase price over the fair value of the net assets of acquired companies as goodwill or other identifiable intangible assets.  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 uses the two-step method to determine goodwill impairment.  If the carrying amount of a reporting unit exceeds its fair value (“Step One”), the Company measures the possible goodwill impairment based upon a hypothetical allocation of the fair value estimate of the reporting unit to all of the underlying assets and liabilities of the reporting unit, including previously unrecognized intangible assets (“Step Two”).  The excess of the reporting unit’s fair value over the amounts assigned to its assets and liabilities is the implied fair value of goodwill.  An impairment loss is recognized to the extent that a reporting unit’s recorded goodwill exceeds the implied fair value of goodwill. The Company has elected not to utilize the qualitative Step Zero impairment assessment. There was no goodwill impairment for the year ended December 31, 2013 and no impairment indicators which would trigger an interim impairment test during the three months ended March 29, 2014.

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 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.  

The reporting unit goodwill balances were as follows as of March 29, 2014 and December 31, 2013:

(Amounts in thousands)
	March 29, 2014		December 31, 2013
Siding, Fencing and Stone	$	345,131	$	346,140
Windows and Doors	73,356		74,088
	$	418,487	$	420,228

The changes in the goodwill balances from December 31, 2013 to March 29, 2014 relate to currency translation adjustments.

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SEGMENT INFORMATION (Tables)

3 Months Ended

Mar. 29, 2014

Segment Reporting [Abstract]

Summary of the Company's segment information

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

	For the three months ended
(Amounts in thousands)	March 29, 2014			March 30, 2013
Net sales
Siding, Fencing and Stone	$	137,055		$	137,725
Windows and Doors	132,410			119,372
	$	269,465		$	257,097
Operating earnings (loss)
Siding, Fencing and Stone	$	6,868		$	17,114
Windows and Doors	(20,497		)	(12,096		)
Unallocated	(5,960		)	(5,590		)
	$	(19,589	)	$	(572	)
	Total assets as of
	March 29, 2014			December 31, 2013
Total assets
Siding, Fencing and Stone	$	674,959		$	655,252
Windows and Doors	311,236			305,789
Unallocated	47,490			81,210
	$	1,033,685		$	1,042,251

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INTANGIBLE ASSETS (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended	12 Months Ended
	Mar. 29, 2014	Dec. 31, 2013
Finite-Lived Intangible Assets [Line Items]
Average Amortization Period (in years)	12 years	12 years
Cost	$ 295,225	$ 295,136
Accumulated Amortization	(191,679)	(185,124)
Net Carrying Value	103,546	110,012
Estimated future amortization [Abstract]
2014 (remainder of year)	15,084
2015	20,339
2016	19,661
2017	15,826
2018	15,045
Patents [Member]
Finite-Lived Intangible Assets [Line Items]
Average Amortization Period (in years)	14 years	14 years
Cost	12,770	12,770
Accumulated Amortization	(9,486)	(9,250)
Net Carrying Value	3,284	3,520
Trademarks/Tradenames [Member]
Finite-Lived Intangible Assets [Line Items]
Average Amortization Period (in years)	10 years	10 years
Cost	91,860	91,884
Accumulated Amortization	(66,968)	(65,801)
Net Carrying Value	24,892	26,083
Customer relationships [Member]
Finite-Lived Intangible Assets [Line Items]
Average Amortization Period (in years)	12 years	12 years
Cost	187,055	187,055
Accumulated Amortization	(112,321)	(107,721)
Net Carrying Value	74,734	79,334
Other [Member]
Finite-Lived Intangible Assets [Line Items]
Average Amortization Period (in years)	5 years	5 years
Cost	3,540	3,427
Accumulated Amortization	(2,904)	(2,352)
Net Carrying Value	$ 636	$ 1,075

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GUARANTOR/NON-GUARANTOR FINANCIAL INFORMATION, Condensed Consolidating Statement of Cash Flows (Details) (USD $)	3 Months Ended												12 Months Ended
	Mar. 29, 2014	Mar. 30, 2013	Mar. 29, 2014 Guarantor Ply Gem Holdings, Inc. [Member]	Mar. 30, 2013 Guarantor Ply Gem Holdings, Inc. [Member]	Mar. 29, 2014 Issuer Ply Gem Industries, Inc. [Member]	Mar. 30, 2013 Issuer Ply Gem Industries, Inc. [Member]	Mar. 29, 2014 Guarantor Subsidiaries [Member]	Mar. 30, 2013 Guarantor Subsidiaries [Member]	Mar. 29, 2014 Non-Guarantor Subsidiary [Member]	Mar. 30, 2013 Non-Guarantor Subsidiary [Member]	Mar. 29, 2014 Consolidating Adjustments [Member]	Mar. 30, 2013 Consolidating Adjustments [Member]	Dec. 31, 2013 IPO net proceeds [Member]
Cash flows from operating activities:
Net income (loss)	$ (51,578,000)	$ (28,107,000)	$ (51,578,000)	$ (28,107,000)	$ (51,578,000)	$ (28,107,000)	$ (19,190,000)	$ (25,832,000)	$ (6,882,000)	$ (2,142,000)	$ 77,650,000	$ 56,081,000
Adjustments to reconcile net loss to cash provided by (used in) operating activities:
Depreciation and amortization expense	11,284,000	9,715,000	0	0	137,000	63,000	8,851,000	9,283,000	2,296,000	369,000	0	0
Restructuring Costs	1,259,000	0	0		0		0		1,259,000		0
Non-cash interest expense, net	4,172,000	2,833,000	0	0	4,172,000	2,833,000	0	0	0	0	0	0
Loss (gain) on foreign currency transactions	228,000	33,000	0	0	0	0	0	0	228,000	33,000	0	0
Litigation Settlement, Amount	5,000,000		0		0		5,000,000		0		0
Gains (Losses) On Modification Or Extinguishment Of Debt	(21,364,000)	0	0		(21,364,000)		0		0		0
Stock based compensation	398,000	456,000	0	0	398,000	456,000	0	0	0	0	0	0
Deferred income taxes	(4,867,000)	3,048,000	0	0	0	0	(4,488,000)	2,948,000	(379,000)	100,000	0	0
tax receivable agreement charge	4,373,000	0	0		4,373,000		0		0		0
(Decrease) increase in tax uncertainty, net of valuation allowance	117,000	(206,000)	0	0	0	0	117,000	(206,000)	0	0	0	0
Equity Income In Consolidated Subsidiaries	0	0	51,578,000	28,107,000	26,072,000	27,974,000	0	0	0	0	(77,650,000)	(56,081,000)
Other	(157,000)	(8,000)	0	0	0	0	(19,000)	(8,000)	(138,000)	0	0	0
Changes in operating assets and liabilities:
Accounts receivable, net	(24,792,000)	(21,329,000)	0	0	0	0	(21,210,000)	(20,146,000)	(3,582,000)	(1,183,000)	0	0
Inventories	(18,811,000)	(22,229,000)	0	0	0	0	(12,899,000)	(22,625,000)	(5,912,000)	396,000	0	0
Prepaid expenses and other current assets	(5,517,000)	(511,000)	0	0	(87,000)	(743,000)	(756,000)	1,117,000	(4,674,000)	(885,000)	0	0
Accounts payable	(6,433,000)	11,697,000	0	0	(17,000)	90,000	(8,774,000)	11,845,000	2,358,000	(238,000)	0	0
Accrued expenses	(27,064,000)	(13,235,000)	0	0	(14,061,000)	(16,253,000)	(11,720,000)	2,728,000	(1,283,000)	290,000	0	0
Cash payments on restructuring liabilities	(2,075,000)	(539,000)	0	0	0	0	(167,000)	(539,000)	(1,908,000)	0	0	0
Other	2,811,000	(1,032,000)	0	0	(3,000)	0	30,000	(34,000)	2,784,000	(998,000)	0	0
Net cash provided by (used in) operating activities	(90,288,000)	(59,414,000)	0	0	(9,230,000)	(13,687,000)	(65,225,000)	(41,469,000)	(15,833,000)	(4,258,000)	0	0
Cash flows from investing activities:
Capital expenditures	(5,677,000)	(6,665,000)	0	0	(512,000)	(352,000)	(4,525,000)	(6,210,000)	(640,000)	(103,000)	0	0
Proceeds from sale of assets	617,000	11,000	0	0	0	0	24,000	11,000	593,000	0	0	0
Net cash used in investing activities	(5,060,000)	(6,654,000)	0	0	(512,000)	(352,000)	(4,501,000)	(6,199,000)	(47,000)	(103,000)	0	0
Proceeds from Issuance of Senior Long-term Debt	927,850,000	0	0		927,850,000		0		0		0
Cash flows from financing activities:
Net revolver borrowings (payments)	40,000,000	50,000,000	0	0	40,000,000	50,000,000	0	0	0	0	0	0
Payment of early call premium	(61,142,000)	0
Repayments of Senior Debt	(852,000,000)		0		(852,000,000)		0		0		0
Payments of Debt Extinguishment Costs	(61,142,000)		0		(61,142,000)		0		0		0
Proceeds from Stock Options Exercised	1,026,000	0	0		1,026,000		0		0		0
Proceeds from Issuance of Common Stock													353,407,000
Proceeds from intercompany investment	0	0	0	0	(71,752,000)	(45,790,000)	67,351,000	45,790,000	4,401,000	0	0	0
Payments of Debt Issuance Costs	(14,321,000)	(62,000)	0	0	(14,321,000)	(62,000)	0	0	0	0	0	0
Net cash provided by financing activities	41,413,000	49,938,000	0	0	(30,339,000)	4,148,000	67,351,000	45,790,000	4,401,000	0	0	0
Impact of exchange rate movements on cash	(371,000)	98,000	0	0	0	0	0	0	(371,000)	98,000	0	0
Net increase (decrease) in cash and cash equivalents	(54,306,000)	(16,032,000)	0	0	(40,081,000)	(9,891,000)	(2,375,000)	(1,878,000)	(11,850,000)	(4,263,000)	0	0
Cash and cash equivalents at the beginning of the period	69,801,000	27,194,000	0	0	57,800,000	23,332,000	(4,970,000)	(4,307,000)	16,971,000	8,169,000	0	0
Cash and cash equivalents at the end of the period	$ 15,495,000	$ 11,162,000	$ 0	$ 0	$ 17,719,000	$ 13,441,000	$ (7,345,000)	$ (6,185,000)	$ 5,121,000	$ 3,906,000	$ 0	$ 0

XML

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) (USD $) In Thousands, except Share data, unless otherwise specified	3 Months Ended
	Mar. 29, 2014	Mar. 30, 2013
Net sales	$ 269,465	$ 257,097
Cost of products sold	229,652	215,251
Gross profit	39,813	41,846
Operating expenses:
Selling, general and administrative expenses	54,080	38,216
Amortization of intangible assets	5,322	4,202
Total operating expenses	59,402	42,418
Operating earnings	(19,589)	(572)
Foreign currency (loss) gain	(228)	(33)
Interest expense	(18,518)	(23,668)
Interest income	24	15
Tax receivable agreement liability adjustment	(4,373)	0
Loss on modification or extinguishment of debt	(21,364)	0
Loss before provision for income taxes	(64,048)	(24,258)
Provision for income taxes	(12,470)	3,849
Net loss	(51,578)	(28,107)
Comprehensive loss	$ (56,595)	$ (28,875)
Earnings Per Share, Basic and Diluted	$ (0.76)	$ (0.57)
Weighted Average Number of Shares Outstanding, Basic and Diluted	67,745,331	48,962,494

XML

ACCRUED EXPENSES AND OTHER LONG-TERM LIABILITIES (Details) (USD $)	3 Months Ended
	Mar. 29, 2014	Mar. 30, 2013	Dec. 31, 2013
Accrued expenses [Abstract]
Insurance	$ 4,129,000		$ 3,926,000
Employee compensation and benefits	9,851,000		8,916,000
Sales and marketing	24,626,000		34,215,000
Product warranty	10,536,000		10,861,000
Accrued freight	1,589,000		1,350,000
Accrued interest	8,234,000		25,477,000
Accrued environmental liability	458,000		463,000
Accrued pension	2,258,000		2,258,000
Accrued sales returns and discounts	3,037,000		3,263,000
Accrued taxes	3,388,000		3,433,000
Other	19,475,000		18,778,000
Accrued expenses	90,581,000		112,940,000
Other long-term liabilities [Abstract]
Insurance	2,398,000		2,213,000
Pension liabilities	6,271,000		6,622,000
Multi-employer pension withdrawal liability	2,385,000		2,362,000
Product warranty	30,384,000		31,605,000
Long-term product claim liability	140,000		140,000
Long-term environmental liability	1,247,000		1,247,000
Liabilities for tax uncertainties	3,051,000		2,934,000
Other	4,206,000		5,437,000
Other long-term liabilities	52,082,000		52,560,000
Long term incentive plan expense	600,000	500,000
Long term incentive plan liabilities	2,300,000		4,600,000
Other Employee Related Liabilities, Current	2,000,000		2,900,000
other employee related liabilities, noncurrent	300,000		1,700,000
Cash payments on restructuring liabilities		500,000
class action settlement [Member]
Accrued expenses [Abstract]
Loss Contingency Accrual, Provision	5,000,000
class action settlement [Member] | Other Noncurrent Liabilities [Member]
Accrued expenses [Abstract]
Loss Contingency Accrual, Provision	2,000,000		0
class action settlement [Member] | Other Current Liabilities [Member]
Accrued expenses [Abstract]
Loss Contingency Accrual, Provision	3,000,000		0
Type of Restructuring [Domain]
Other long-term liabilities [Abstract]
Cash payments on restructuring liabilities	1,908,000
Windows and Doors [Member] | Type of Restructuring [Domain]
Other long-term liabilities [Abstract]
Cash payments on restructuring liabilities	$ 2,100,000

XML

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

3 Months Ended

Mar. 29, 2014

Accounting Policies [Abstract]

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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 2013 Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 14, 2014.  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 2013 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, 2014 through March 29, 2014 are not necessarily indicative of the results that may be expected for the year ending December 31, 2014.

On May 23, 2013, the Company issued 18,157,895 shares of common stock at an initial public offering price of $21.00 per share and received net proceeds of approximately $353.4 million in an initial public offering ("IPO") of its common stock after deducting underwriting discounts and commissions of approximately $25.4 million and offering expenses of approximately $2.5 million. Prior to the IPO, the Company also issued a total of 48,962,494 shares of common stock in connection with the merger of Ply Gem Prime Holdings, Inc. (“Ply Gem Prime”) into Ply Gem Holdings, with Ply Gem Holdings being the surviving entity.

The condensed consolidated balance sheet at December 31, 2013 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 months ended March 29, 2014 and March 30, 2013, the condensed consolidated statements of cash flows for the three months ended March 29, 2014 and March 30, 2013, and the condensed consolidated balance sheets as of March 29, 2014 and December 31, 2013.

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 reserve for 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.  Illiquid credit markets, volatile equity markets, foreign currency, litigation risk, and the depressed housing and remodeling markets 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 which are readily convertible into cash.

Accounts Receivable

Accounts receivable-trade are recorded at their net realizable value.  The allowance for doubtful accounts was $4.3 million and $4.5 million at March 29, 2014 and December 31, 2013, respectively.  The Company maintains allowances for doubtful accounts for estimated losses resulting from the inability of its customers to make required payments. The Company estimates the allowance for doubtful accounts based on a variety of factors including the length of time receivables are past due, the financial health of its customers, unusual macroeconomic conditions and historical experience. If the financial condition of its customers deteriorates or other circumstances occur that result in an impairment of customers’ ability to make payments, the Company records additional allowances as needed. The Company writes off uncollectible trade accounts receivable against the allowance for doubtful accounts when collection efforts have been exhausted and/or any legal action taken by the Company has concluded.

Inventories

Inventories in the accompanying consolidated balance sheets are valued at the lower of cost or market and are determined 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 March 29, 2014, the Company had inventory purchase commitments of approximately $86.0 million.

Inventory reserves were approximately $9.3 million at March 29, 2014, increasing during the three months ended March 29, 2014 by $0.3 million compared to the December 31, 2013 reserve balance of approximately $8.9 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.  

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 flow.

The Company tests for long-lived asset impairment at the following asset group levels: (i) the combined U.S. Siding, Fencing and Stone companies in the Siding, Fencing and Stone segment (“Siding”), (ii) the combined U.S. Windows companies in the Windows and Doors segment (“US Windows”), (iii) 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 (iv) Mitten (formerly known as Mitten, Inc.) 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 months ended March 29, 2014.

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.  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 months ended March 29, 2014 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 $23.6 million and $17.7 million as of March 29, 2014 and December 31, 2013, respectively, and have been recorded in other long term assets in the accompanying condensed consolidated balance sheets. Amortization of debt issuance costs for the three months ended March 29, 2014 and March 30, 2013 was approximately $1.0 million and $0.9 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 tax assets that may not be realized in the future.  The Company establishes reserves when, despite our belief that our tax return positions are fully supportable, certain positions could be challenged, and the positions may not be fully sustained.  As a result of the 2013 Ply Gem Prime and Ply Gem Holdings merger, U.S. federal income tax returns will be prepared and filed by Ply Gem Holdings on behalf of itself, Ply Gem Industries, Inc. (“Ply Gem Industries”), and its U.S. subsidiaries.  The Company has executed a tax sharing agreement with Ply Gem Industries and Ply Gem Holdings pursuant to which tax liabilities for each respective party are computed on a stand-alone basis.  The Company along with its U.S. subsidiaries file a consolidated federal income tax return, separate state income tax returns, combined state returns, and unitary state returns. Gienow Canada and Mitten both file separate Canadian federal income tax returns and separate provincial returns.

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

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 loss from foreign currency transactions of approximately $(0.2) million for the three months ended March 29, 2014 and a loss of approximately $(0.03) million for the three months ended March 30, 2013. As of March 29, 2014 and December 31, 2013, accumulated other comprehensive loss included a currency translation adjustment of approximately $(4.7) million and $(2.9) million, respectively.

Derivative Financial Instruments

During the three months ended March 29, 2014, the Company entered into a foreign currency zero-cost collar agreement to hedge $36.8 million of its 2014 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 this zero-cost collar agreement as a cash flow hedge. As a cash flow hedge, unrealized gains are recognized as assets while unrealized losses are recognized as liabilities. The zero-cost collar agreement is highly correlated to the changes in foreign currency rates to which the Company is exposed. Unrealized gains and losses on this agreement 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 instrument 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 the derivative contract that are reclassified from accumulated other comprehensive income or loss to current period earnings are included in the line item in which the hedged item is recorded in the same period the forecasted transaction affects earnings. As of March 29, 2014, approximately $0.4 million of the deferred net loss on derivative instruments included in accumulated other comprehensive loss is expected to be reclassified as cost of goods sold during the next twelve months. This expectation is based on the expected timing of the occurrence of the hedged forecasted transactions.

The fair value of the foreign currency zero-cost collar agreement is estimated using industry standard valuation models using market-based observable inputs, including spot rates, forward points, interest rates and volatility inputs (Level 2). A summary of the recorded liability included in the accompanying condensed consolidated balance sheets is as follows:

(Amounts in thousands)
	March 29, 2014			December 31, 2013
Foreign currency hedge (included in accrued expenses)	$	(357	)	$	—

Fair Value Measurement

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

• Level 1: Observable inputs such as quoted prices (unadjusted) in active markets for identical assets or liabilities.

• Level 2: Inputs other than quoted prices that are observable for the asset or liability, either directly or indirectly. These include quoted prices for similar assets or liabilities in active markets and quoted prices for identical or similar assets or liabilities in markets that are not active.

• Level 3: Inputs that reflect the reporting entity’s own assumptions.

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

					Quoted Prices in Active Markets		Significant Other		Significant
(Amounts in thousands)			Fair		for Identical		Observable		Unobservable
	Carrying		Value		Assets		Inputs		Inputs
Description	Value		Total		(Level 1)		(Level 2)		(Level 3)
Liabilities:
Senior Notes-6.50%	$	500,000	$	500,625	$	500,625	$	—	$	—
As of March 29, 2014	$	500,000	$	500,625	$	500,625	$	—	$	—
Liabilities:
Senior Notes-9.375%	$	96,000	$	103,440	$	103,440	$	—	$	—
Senior Secured Notes-8.25%	756,000		805,140		805,140		—		—
As of December 31, 2013	$	852,000	$	908,580	$	908,580	$	—	$	—

The fair value of the long-term debt instruments was determined by utilizing available market information.  The carrying value of the Company’s other financial instruments approximates their fair value.  

Loss per common share

Basic loss per share ("EPS") is computed based upon weighted-average shares outstanding during the period. Dilutive earnings per share is computed consistently with the basic computation while giving effect to all dilutive potential common shares and common share equivalents that were outstanding during the period. Ply Gem Holdings uses the treasury stock method to reflect the potential dilutive effect of unvested stock awards and unexercised options.

The Company was in a net loss position for the three months ended March 29, 2014 and March 30, 2013 and therefore the impact of stock options and unvested restricted stock were excluded from the computation of diluted earnings (loss) per share, as the inclusion of such amounts would be anti-dilutive.

The computation of the dilutive effect of other potential common shares excluded options and unvested restricted stock representing approximately 0.2 million shares of common stock for the three months ended March 29, 2014. Under the treasury stock method, the inclusion of these stock awards would have been anti-dilutive.

Prior to the IPO, the Company issued a total of 48,962,494 shares of common stock in connection with the merger of Ply Gem Prime into Ply Gem Holdings. Therefore, for purposes of EPS, the Company had 48,962,494 shares of common stock outstanding for the three ended March 30, 2013. The Company calculated the amounts as net loss divided by the 48,962,494 shares of common stock outstanding for the three months ended March 30, 2013. Prior to the IPO, all options and unvested restricted shares were instruments that were exercisable into Ply Gem Prime stock. Subsequently, those options and unvested restricted share grants were converted into Ply Gem Holdings instruments and as such will be treated prospectively from the date of the IPO for the calculation of dilutive loss per share.

New Accounting Pronouncements

There are no new accounting pronouncements issued or effective during the three months ended March 29, 2014 for which the adoption thereof had a material impact on the Company's consolidated financial statements.

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Textuals (Details) (USD $)	3 Months Ended		12 Months Ended
	Mar. 29, 2014	Mar. 30, 2013	Dec. 31, 2013	Dec. 31, 2012	May 23, 2013
Initial Public Offering [Line Items]
Shares, Issued					48,962,494
Common stock, shares outstanding (in shares)	67,810,280		67,223,233
Accounts receivable, allowances	$ 4,331,000		$ 4,453,000
Sale of Stock, Price Per Share					$ 21.00
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount			200,000
Inventory purchase commitments	86,000,000
Inventory reserves balance	9,300,000		8,900,000
Decrease (increase) in inventory reserve	300,000
Debt issuance cost net of accumulated amortization	23,600,000		17,700,000
Amortization of debt issuance costs	1,000,000	900,000
Loss (gain) on foreign currency transactions	228,000	33,000
Currency translation adjustment	(4,660,000)	(768,000)		(2,900,000)
underwriting [Member]
Initial Public Offering [Line Items]
Initial public offering costs			25,400,000
IPO issuance costs [Member]
Initial Public Offering [Line Items]
Initial public offering costs			2,500,000
IPO issued shares [Member]
Initial Public Offering [Line Items]
Shares, Issued					18,157,895
IPO net proceeds [Member]
Initial Public Offering [Line Items]
Proceeds from Issuance of Common Stock			$ 353,407,000

XML

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)

3 Months Ended

Mar. 29, 2014

Derivatives, Fair Value [Line Items]

Schedule of Derivative Instruments in Statement of Financial Position, Fair Value [Table Text Block]

A summary of the recorded liability included in the accompanying condensed consolidated balance sheets is as follows:

(Amounts in thousands)
	March 29, 2014			December 31, 2013
Foreign currency hedge (included in accrued expenses)	$	(357	)	$	—

Schedule of property and equpiment

 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

Summary of fair value liabilities

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%	$	500,000	$	500,625	$	500,625	$	—	$	—
As of March 29, 2014	$	500,000	$	500,625	$	500,625	$	—	$	—
Liabilities:
Senior Notes-9.375%	$	96,000	$	103,440	$	103,440	$	—	$	—
Senior Secured Notes-8.25%	756,000		805,140		805,140		—		—
As of December 31, 2013	$	852,000	$	908,580	$	908,580	$	—	$	—

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Property and Equipment (Details)	3 Months Ended
	Mar. 29, 2014
Building and improvements [Member] | Minimum [Member]
Property and Equipment [Line Items]
Estimated useful life	10 years
Building and improvements [Member] | Maximum [Member]
Property and Equipment [Line Items]
Estimated useful life	37 years
Machinery and equipment, including leases [Member] | Minimum [Member]
Property and Equipment [Line Items]
Estimated useful life	3 years
Machinery and equipment, including leases [Member] | Maximum [Member]
Property and Equipment [Line Items]
Estimated useful life	15 years
Leasehold improvements [Member]
Property and Equipment [Line Items]
Property plant and equipment useful life description	Term of lease or useful life, whichever is shorter

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GOODWILL (Tables)

3 Months Ended

Mar. 29, 2014

Goodwill [Abstract]

Schedule of reporting unit goodwill balances

The reporting unit goodwill balances were as follows as of March 29, 2014 and December 31, 2013:

(Amounts in thousands)
	March 29, 2014		December 31, 2013
Siding, Fencing and Stone	$	345,131	$	346,140
Windows and Doors	73,356		74,088
	$	418,487	$	420,228

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ACQUISITIONS

3 Months Ended

Mar. 29, 2014

ACQUISITIONS [Abstract]

Mergers, Acquisitions and Dispositions Disclosures [Text Block]

ACQUISITIONS

Gienow

On April 9, 2013, the Company, through its wholly-owned Canadian subsidiary Gienow Canada Inc., acquired Gienow WinDoor Ltd. for $20.4 million, through the purchase of all of the capital stock of Gienow WinDoor Ltd. Immediately subsequent to the acquisition, Gienow WinDoor Ltd. was amalgamated into Gienow Canada Inc. (the surviving entity, "Gienow"). In January 2014, Gienow was amalgamated with the Company's legacy Western Canadian business. Gienow is in the business of manufacturing, distributing, and selling windows, doors, and related products and services to industrial and residential customers in Canada and the United States. Gienow has a manufacturing facility located in Calgary, Alberta, Canada. The Company accounted for the transaction as a purchase in accordance with the provisions of Accounting Standards Codification 805, Business Combinations, which results in a new valuation for the assets and liabilities of Gienow based upon fair values as of the acquisition date.

The Company determined the fair value of the tangible and intangible assets and the liabilities acquired, and recorded goodwill based on the excess of fair value of the acquisition consideration over such fair values, as follows:

(Amounts in thousands)
Accounts receivable	$	11,714
Inventories	6,814
Other current assets	1,118
Property and equipment	4,746
Deferred taxes	2,657
Intangible assets	1,083
Goodwill	3,717
Accounts payable and accrued expenses	(10,041		)
Other liabilities	(1,428		)
	$	20,380

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

Mitten

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

The Company determined the fair value of the tangible and intangible assets and the liabilities acquired, and recorded goodwill based on the excess of fair value of the acquisition consideration over such fair values, as follows:

(Amounts in thousands)
Accounts receivable	$	18,393
Inventories	22,592
Other current assets	904
Property and equipment	9,279
Other assets	1,439
Intangible assets	35,400
Goodwill	26,098
Accounts payable and accrued expenses	(27,499		)
Deferred taxes	(9,786		)
	$	76,820

The $26.1 million of goodwill was allocated to the Siding, Fencing and Stone segment and none of the goodwill is expected to be deductible for tax purposes.

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CONSOLIDATED BALANCE SHEETS (USD $) In Thousands, unless otherwise specified	Mar. 29, 2014	Dec. 31, 2013	Mar. 30, 2013	Dec. 31, 2012
Current Assets:
Cash and cash equivalents	$ 15,495	$ 69,801	$ 11,162	$ 27,194
Accounts receivable, less allowances of $4,331 and $4,453, respectively	163,579	140,062
Inventories:
Raw materials	55,281	51,313
Work in process	25,419	23,817
Finished goods	72,352	60,340
Total inventory	153,052	135,470
Prepaid expenses and other current assets	27,475	23,214
Deferred income taxes	7,591	3,178
Total current assets	367,192	371,725
Property and Equipment, at cost:
Land	4,490	4,528
Buildings and improvements	43,386	43,691
Machinery and equipment	324,556	321,614
Total property and equipment	372,432	369,833
Less accumulated depreciation	(262,199)	(258,186)
Total property and equipment, net	110,233	111,647
Other Assets:
Intangible assets, net	103,546	110,012
Goodwill	418,487	420,228
Deferred income taxes	5,027	5,406
Other	29,200	23,233
Total other assets	556,260	558,879
Total Assets	1,033,685	1,042,251
Current Liabilities:
Accounts payable	77,231	82,981
Accrued expenses	90,581	112,940
Total current liabilities	167,812	195,921
Deferred income taxes	16,573	17,115
Payable to related parties pursuant to tax receivable agreement	15,996	11,623
Other long-term liabilities	52,082	52,560
Long-term debt	888,393	817,028
Commitments and contingencies
Stockholders' Deficit:
Preferred stock $0.01 par, 50,000,000 shares authorized, none issued and outstanding	0	0
Common stock $0.01 par, 250,000,000 shares authorized, 67,810,280 and 67,223,233 issued and outstanding, respectively	678	672
Additional paid-in-capital	743,209	741,789
Accumulated deficit	(842,821)	(791,243)
Accumulated other comprehensive loss	(8,237)	(3,214)
Total stockholders' deficit	(107,171)	(51,996)
Total Liabilities and Stockholder's Deficit	$ 1,033,685	$ 1,042,251

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SEGMENT INFORMATION

3 Months Ended

Mar. 29, 2014

Segment Reporting [Abstract]

SEGMENT INFORMATION

SEGMENT INFORMATION

The Company defines operating segments as components of an enterprise about which separate financial information is available that is evaluated regularly by management in deciding how to allocate resources and in assessing performance.  The Company has two reportable segments:  (1) Siding, Fencing and Stone and (2) Windows and Doors.

The income before income taxes of each segment includes the revenue generated on transactions involving products within that segment less identifiable expenses.  Unallocated income and expenses include items which are not directly attributed to or allocated to either of the Company’s reporting segments.  Such items include interest, legal costs, corporate payroll, and unallocated finance, 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:

	For the three months ended
(Amounts in thousands)	March 29, 2014			March 30, 2013
Net sales
Siding, Fencing and Stone	$	137,055		$	137,725
Windows and Doors	132,410			119,372
	$	269,465		$	257,097
Operating earnings (loss)
Siding, Fencing and Stone	$	6,868		$	17,114
Windows and Doors	(20,497		)	(12,096		)
Unallocated	(5,960		)	(5,590		)
	$	(19,589	)	$	(572	)
	Total assets as of
	March 29, 2014			December 31, 2013
Total assets
Siding, Fencing and Stone	$	674,959		$	655,252
Windows and Doors	311,236			305,789
Unallocated	47,490			81,210
	$	1,033,685		$	1,042,251

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Document and Entity Information	3 Months Ended
	Mar. 29, 2014	May 12, 2014
Document and Entity Information [Abstract]
Entity Registrant Name	PLY GEM HOLDINGS INC
Entity Central Index Key	0001284807
Current Fiscal Year End Date	--12-31
Entity Filer Category	Non-accelerated Filer
Document Type	10-Q
Document Period End Date	Mar. 29, 2014
Document Fiscal Year Focus	2014
Document Fiscal Period Focus	Q1
Amendment Flag	false
Entity Common Stock, Shares Outstanding		67,840,848

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RELATED PARTY TRANSACTIONS

3 Months Ended

Mar. 29, 2014

Related Party Transactions [Abstract]

RELATED PARTY TRANSACTIONS

RELATED PARTY TRANSACTIONS

Under the General Advisory Agreement (the “General Advisory Agreement”) the Company entered into with CI Capital Partners LLC (“CI Capital Partners”), formerly Caxton-Iseman Capital LLC, CI Capital Partners provided the Company with acquisition and financial advisory services as the Board of Directors reasonably requested.  Under the General Advisory Agreement the Company paid and expensed, as a component of selling, general, and administrative expenses, a management fee of approximately $0.2 million for the three months ended March 30, 2013. The General Advisory Agreement was terminated in May 2013 and as a result, no management fee was paid during the three months ended March 29, 2014.

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CONSOLIDATED BALANCE SHEETS (Parenthetical) (USD $) In Thousands, except Share data, unless otherwise specified	Mar. 29, 2014	Dec. 31, 2013
Current Assets:
Accounts receivable, allowances	$ 4,331	$ 4,453
Stockholders' Deficit:
Preferred stock, par value (in dollars per share)	$ 0.01	$ 0.01
Preferred stock, shares authorized (in shares)	50,000,000	50,000,000
Preferred stock, shares issued (in shares)	0	0
Preferred stock, shares outstanding (in shares)	0	0
Common stock, par value (in dollars per share)	$ 0.01	$ 0.01
Common stock, shares authorized (in shares)	250,000,000	250,000,000
Common stock, shares issued (in shares)	67,810,280	67,223,233
Common stock, shares outstanding (in shares)	67,810,280	67,223,233

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PENSION PLANS

3 Months Ended

Mar. 29, 2014

Compensation and Retirement Disclosure [Abstract]

PENSION PLANS

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
	March 29, 2014			March 30, 2013
Service cost	$	—		$	29
Interest cost	476			440
Expected return on plan assets	(567		)	(513		)
Amortization of loss	116			234
Net periodic benefit expense	$	25		$	190

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LONG-TERM DEBT

3 Months Ended

Mar. 29, 2014

Debt Disclosure [Abstract]

Long-term Debt [Text Block]

LONG-TERM DEBT

Long-term debt in the accompanying condensed consolidated balance sheets at March 29, 2014 and December 31, 2013 consists of the following:

(Amounts in thousands)
	March 29, 2014		December 31, 2013
Senior secured asset based revolving credit facility	$	40,000	$	—
Term Loan due 2021, net of unamortized early tender premium
and discount of $37,132 and $0, respectively	392,868		—
6.50% Senior notes due 2022, net of unamortized early tender premium
and discount of $44,475 and $0, respectively	455,525		—
8.25% Senior secured notes due 2018, net of unamortized early
tender premium and discount of $0 and $30,426, respectively	—		725,574
9.375% Senior notes due 2017, net of
unamortized discount of $0 and $4,546, respectively	—		91,454
	$	888,393	$	817,028

Recent developments

As described in the following paragraph, Ply Gem Industries modified its debt structure during the three months ended March 29, 2014. On January 30, 2014, Ply Gem Industries completed an offering of $500.0 million aggregate principal amount of 6.50% Senior Notes due 2022 (the “6.50% Senior Notes”) and also entered into a $430.0 million senior secured term loan facility due 2021 (the “Term Loan Facility”). The approximate $927.9 million of net proceeds from the issuance of the 6.50% Senior Notes and the borrowings under the Term Loan Facility were used by Ply Gem Industries to purchase all of its 8.25% Senior Secured Notes due 2018 (the "8.25% Senior Secured Notes") and 9.375% Senior Notes due 2017 (the "9.375% Senior Notes") tendered in the tender offers described below, to satisfy and discharge the remaining obligations under the indentures governing the 8.25% Senior Secured Notes and 9.375% Senior Notes and to pay related fees and expenses.

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

6.50% Senior Notes due 2022

On January 30, 2014, Ply Gem Industries issued $500.0 million of 6.50% Senior Notes at par. Interest accrues at 6.50% per annum and will be paid semi-annually on February 1 and August 1 of each year, commencing on August 1, 2014. The 6.50% Senior Notes will mature on February 1, 2022.

Prior to February 1, 2017, Ply Gem Industries may redeem up to 40% of aggregate principal amount of the 6.50% Senior Notes with the net cash proceeds from certain equity offerings at a redemption price equal to 106.50% of the aggregate principal amount of the 6.50% Senior Notes to be redeemed, plus accrued and unpaid interest, if any, provided that at least 50% of the aggregate principal amount of the 6.50% Senior Notes remains outstanding after the redemption. Prior to February 1, 2017, Ply Gem Industries may redeem the 6.50% Senior Notes, in whole or in part, at a redemption price equal to 100% of the principal amount plus a “make-whole” premium plus accrued and unpaid interest, if any. At any time on or after February 1, 2017, Ply Gem Industries may redeem the 6.50% Senior Notes, in whole or in part, at declining redemption prices set forth in the indenture governing the 6.50% Senior Notes plus, in each case, accrued and unpaid interest, if any, to the redemption date.

The 6.50% Senior Notes are fully and unconditionally and jointly and severally guaranteed on a senior unsecured basis by Ply Gem Holdings and all of the wholly-owned domestic subsidiaries of Ply Gem Industries (the “Guarantors”).  The indenture governing the 6.50% Senior Notes contains certain covenants that limit the ability of Ply Gem Industries and its restricted subsidiaries to incur additional indebtedness, pay dividends or make other distributions or repurchase or redeem their stock, make loans and investments, sell assets, incur certain liens, enter into agreements restricting their ability to pay dividends, enter into transactions with affiliates, and consolidate, merge or sell assets.  In particular, Ply Gem Industries and its restricted subsidiaries may not incur additional debt (other than permitted debt (as defined in the indenture) in limited circumstances) unless, after giving effect to such incurrence, the consolidated interest coverage ratio of Ply Gem Industries would be at least 2.00 to 1.00.  In the absence of satisfying the consolidated interest coverage ratio test, Ply Gem Industries and its restricted subsidiaries may only incur additional debt under certain circumstances, including, but not limited to, debt under credit facilities (as defined in the indenture) (x) in an amount not to exceed the greater of (a) $350.0 million and (b) the borrowing base (as defined in the indenture) and (y) in an amount not to exceed the greater of (A) $575.0 million and (B) the aggregate amount of indebtedness (as defined in the indenture) that that would cause the consolidated secured debt ratio (as defined in the indenture) to be equal to 4.00 to 1.00; purchase money indebtedness in an aggregate amount not to exceed the greater of (x) $35.0 million and (y) 10% of consolidated net tangible assets (as defined in the indenture) at any one time outstanding; debt of foreign subsidiaries in an aggregate amount not to exceed the greater of (x) $60.0 million and (y) 15% of consolidated net tangible assets (as defined in the indenture) at any one time outstanding; debt pursuant to a general basket in an aggregate amount at any one time outstanding not to exceed the greater of (x) $75.0 million and (y) 20% of consolidated net tangible assets; and the refinancing of debt under certain circumstances. On January 30, 2014, Ply Gem Industries and the Guarantors entered into a registration rights agreement relating to the 6.50% Senior Notes. Ply Gem Industries will be required to pay additional interest on the 6.50% Senior Notes if it fails to comply with certain of its obligations under the registration rights agreement within specified time periods.

Term Loan Facility due 2021

On January 30, 2014, Ply Gem Industries entered into a credit agreement governing the terms of its new $430.0 million Term Loan Facility. Ply Gem Industries 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 will be 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 March 29, 2014, the Company's interest rate on the Term Loan Facility was 4.00%.

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. 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 and with respect to certain repricing transactions occurring within six months of January 30, 2014, which shall be subject to a prepayment premium of 1.00%.

The Term Loan Facility requires Ply Gem Industries to prepay outstanding term loans, subject to certain exceptions, with: (i) 50% (which percentage will be reduced to 25% if our consolidated senior secured debt ratio is equal or less than 2.50 to 1.00 but greater than 2.00 to 1.00 and to 0% if our consolidated senior secured debt ratio is equal to or less than 2.00 to 1.00) of our annual excess cash flow (as defined in the credit agreement), to the extent such excess cash flow exceeds $15.0 million, commencing with the fiscal year ending December 31, 2015; (ii) 100% of the net cash proceeds of certain non-ordinary course asset sales or certain insurance and condemnation proceeds, in each case subject to certain exceptions and reinvestment rights; and (iii) 100% of the net cash proceeds of certain issuances of debt, other than proceeds from debt permitted under the Term Loan Facility.

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 and also does not contain any restrictive financial covenants. The Term Loan Facility also restricts the ability of Ply Gem Industries’ subsidiaries to enter into agreements restricting their ability to grant liens to secure the Term Loan Facility and contains a restriction on changes in fiscal year.

8.25% Senior Secured Notes due 2018

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

As a result of the 2013 initial public offering, on June 28, 2013, Ply Gem Industries redeemed $84.0 million aggregate principal amount of its 8.25% Senior Secured Notes at a redemption price equal to 103%, plus accrued and unpaid interest thereon of approximately $2.6 million. The call premium for this redemption was approximately $2.5 million. Additionally, the Company expensed approximately $3.8 million of unamortized discount and $1.8 million of unamortized debt issuance costs in connection with this redemption and the related loss on debt extinguishment.

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

Senior Secured Asset Based Revolving Credit Facility due 2018

On November 1, 2013, Ply Gem Holdings, Inc., Ply Gem Industries, Inc., Ply Gem Canada, Gienow Canada Inc., and Mitten Inc. (together with Ply Gem Canada and Gienow, the “Canadian Borrowers”) entered into an amended and restated credit agreement governing the ABL Facility. Among other things, the amendment and restatement of the credit agreement governing the ABL Facility: (i) increased the overall facility to $250.0 million from $212.5 million, (ii) increased the accordion feature to $100.0 million, (iii) reduced the applicable margin for borrowings under the ABL Facility to a range from 1.50% to 2.00% for Eurodollar rate loans, depending on availability, and (iv) increased the amount available under the ABL Facility to Ply Gem Industries' Canadian subsidiaries to $50.0 million. Under the ABL Facility, $200.0 million is available to Ply Gem Industries and $50.0 million is available to the Canadian Borrowers. The following summary describes the ABL Facility after giving effect to the amendment and restatement. As a result of the ABL Facility amendment in which the loan syndication consisted of previous members who either maintained or increased their position as well as new syndication members, the Company capitalized new debt issuance costs of $1.3 million and will amortize these costs through 2018.

The ABL Facility provides for revolving credit financing of up to $250.0 million subject to borrowing base availability, including sub-facilities for letters of credit, swingline loans and borrowings in Canadian dollars and United States dollars, $200.0 million of the ABL Facility is available to Ply Gem Industries and $50.0 million is available to the Canadian Borrowers. In addition, the ABL Facility provides that the revolving commitments may be increased to $350.0 million in the aggregate, subject to certain terms and conditions. All outstanding loans under the ABL Facility are due and payable in full on November 1, 2018.

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 0.75% for base rate loans and 1.75% 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 March 29, 2014, the Company’s interest rate on the ABL Facility was approximately 1.97%.  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) $17.5 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) $22.5 million ($20.0 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.  In particular, Ply Gem Industries is permitted to incur additional debt in limited circumstances, including, but not limited to, permitted subordinated indebtedness in an aggregate principal amount not to exceed $112.5 million at any time outstanding (subject to the ability to incur additional permitted subordinated debt provided that immediately after giving effect to such incurrence excess availability is more than 25% of the lesser of the total borrowing base and the aggregate commitments and Ply Gem Industries is in pro forma compliance with the fixed charge coverage ratio), purchase money indebtedness in an aggregate amount not to exceed $25.0 million at any one time outstanding, debt of foreign subsidiaries (other than Canadian subsidiaries) in an aggregate amount not to exceed $10.0 million at any one time outstanding, indebtedness in connection with the tax receivable agreement in an aggregate principal amount not to exceed $100.0 million, and the refinancing of debt under certain circumstances.  

As of March 29, 2014, Ply Gem Industries had approximately $204.3 million of contractual availability and approximately $154.7 million of borrowing base availability under the ABL Facility, reflecting $40.0 million of borrowings outstanding and approximately $5.7 million of letters of credit and priority payables reserves.

9.375% Senior Notes due 2017

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

A portion of the early call premium and the original unamortized discount on the 13.125% Senior Subordinated Notes was recorded as a discount on the $160.0 million of 9.375% Senior Notes, given that the transaction was predominately accounted for as a loan modification.

As a result of the 2013 initial public offering, on June 22, 2013, Ply Gem Industries redeemed $64.0 million aggregate principal amount of the 9.375% Senior Notes at a redemption price equal to 109.375%, plus accrued and unpaid interest thereon of approximately $1.1 million. The call premium for this redemption was approximately $6.0 million. Additionally, the Company expensed approximately $3.7 million of unamortized discount and $1.2 million of unamortized debt issuance costs in connection with this redemption and the related loss on debt extinguishment.

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

Loss on debt modification or extinguishment

As a result of the January 2014 6.50% Senior Notes and Term Loan Facility issuance and the tender, redemption, and repurchase of the 8.25% Senior Secured Notes and the 9.375% Senior Notes (the "January 2014 Refinancing") during the three months ended March 29, 2014, the Company performed an analysis to determine the proper accounting treatment for the January 2014 Refinancing. Specifically, the Company evaluated each creditor with ownership in both the new 6.50% Senior Notes and/or Term Loan Facility debt instruments and the old 8.25% Senior Secured Notes and/or 9.375% Senior Notes to determine whether the transaction should be accounted for as a modification or an extinguishment of debt as it relates to each individual creditor. The Company had approximately $34.4 million of unamortized debt discount and $14.9 million of unamortized debt issuance costs associated with the 8.25% Senior Secured Notes and 9.375% Senior Notes, of which approximately $4.8 million and $2.1 million, respectively, were expensed as a loss on extinguishment of debt in the condensed consolidated statement of operations and comprehensive income (loss) for the three months ended March 29, 2014 as a result of the January 2014 Refinancing.

The Company also incurred an early tender premium of approximately $61.1 million in conjunction with this transaction, of which approximately $52.6 million was recorded as a discount on the 6.50% Senior Notes and the Term Loan Facility and approximately $8.5 million was expensed as a loss on extinguishment of debt in the condensed consolidated statement of operations and comprehensive income (loss) for the three months ended March 29, 2014. The Company also expensed approximately $0.3 million for the third party fees for the 8.25% Senior Secured Notes and 9.375% Senior Notes as a result of the January 2014 Refinancing for the year three months ended March 29, 2014. The Company also incurred approximately $14.7 million of costs associated with the 6.50% Senior Notes and Term Loan Facility, of which approximately $9.2 million was recorded as debt issuance costs and approximately $5.5 million was expensed as a loss on modification of debt in the condensed consolidated statement of operations and comprehensive income (loss) for the three months ended March 29, 2014. Additionally, the Company incurred an original issue discount of approximately $2.2 million for the Term Loan Facility, of which approximately $1.9 million was recorded as a discount and approximately $0.3 million was expensed as a loss on extinguishment of debt in the condensed consolidated statement of operations and comprehensive income (loss) for the three months ended March 29, 2014.

Based on the January 2014 Refinancing, the Company recognized a loss on debt modification or extinguishment of approximately $21.4 million for the three months ended March 29, 2014 as summarized in the table below.

(Amounts in thousands)	For the three months ended
	March 29, 2014		March 30, 2013
Loss on extinguishment of debt:
Tender premium	$	8,493	$	—
8.25% Senior Secured Notes and 9.375% Senior Notes unamortized discount	4,773		—
8.25% Senior Secured Notes and 9.375% Senior Notes unamortized debt issuance costs	2,067		—
Term Loan Facility unamortized discount	255		—
	15,588		—
Loss on modification of debt:
Third party fees for 8.25% Senior Secured Notes and 9.375% Senior Notes	302		—
Third party fees for 6.50% Senior Notes and Term Loan Facility	5,474		—
	5,776		—
Total loss on modification or extinguishment of debt	$	21,364	$	—

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ACQUISITIONS (Tables)

3 Months Ended

Mar. 29, 2014

Business Acquisition [Line Items]

Schedule of Business Acquisitions, by Acquisition [Table Text Block]

(Amounts in thousands)
Accounts receivable	$	11,714
Inventories	6,814
Other current assets	1,118
Property and equipment	4,746
Deferred taxes	2,657
Intangible assets	1,083
Goodwill	3,717
Accounts payable and accrued expenses	(10,041		)
Other liabilities	(1,428		)
	$	20,380

(Amounts in thousands)
Accounts receivable	$	18,393
Inventories	22,592
Other current assets	904
Property and equipment	9,279
Other assets	1,439
Intangible assets	35,400
Goodwill	26,098
Accounts payable and accrued expenses	(27,499		)
Deferred taxes	(9,786		)
	$	76,820

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Restructuring (Notes)

3 Months Ended

Mar. 29, 2014

Restructuring Cost and Reserve [Line Items]

Restructuring and Related Activities Disclosure [Text Block]

On September 30, 2013, the Company announced that it will realign production across two manufacturing facilities in Calgary, Alberta, Canada, in an effort to improve the Company’s overall operating efficiency. The two manufacturing facilities resulted from the Company’s acquisition of Gienow, completed in April 2013, combined with the pre-existing manufacturing facility of Ply Gem Canada. These realignment plans include shifting the majority of the vinyl window and door production into Gienow’s manufacturing facility in Calgary, Alberta, Canada, while maintaining wood window and door production in Ply Gem Canada’s manufacturing facility also located in Calgary, Alberta, Canada. In connection with this realignment, distribution will also be realigned across Gienow and Ply Gem Canada distribution centers in Western Canada.

Production began to be realigned during 2013, with the majority completed by March 2014. In connection with these plans, the Company expects to incur pre-tax exit and restructuring cash and non-cash costs totaling approximately $2.9 million, which includes approximately $0.2 million for contract termination costs, approximately $1.1 million of personnel-related costs and approximately $1.6 million of other facilities-related costs.

The following table summarizes the Company's restructuring activity for the three months ended March 29, 2014:

(Amounts in thousands)	Accrued as of		Adjustments			Expensed		Cash payments			Accrued as of
	December 31, 2013		during 2014			during 2014		during 2014			March 29, 2014
Western Canada
Severance costs	$	603	$	(83	)	$	40	$	(318	)	$	242
Contract terminations	157		(23		)	—		—			134
Equipment removal and other	533		(72		)	1,219		(1,590		)	90
	$	1,293	$	(178	)	$	1,259	$	(1,908	)	$	466

The adjustments incurred in the three months ended March 29, 2014 related to the foreign currency translation impact of the related balances during the period.

The Company recorded restructuring costs in selling, general and administrative expenses in the consolidated statements of operations in the periods and segments shown in the following table:

	For the three months ended
(Amounts in thousands)	March 29, 2014		March 30, 2013
Siding, Fencing and Stone	$	—	$	—
Windows and Doors	1,259		—
	$	1,259	$	—

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INCOME TAXES

3 Months Ended

Mar. 29, 2014

Income Tax Disclosure [Abstract]

INCOME TAXES

 INCOME TAXES

Effective tax rate and debt transactions

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 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 (loss) income. In addition, we exclude jurisdictions with a projected loss for the year or the year-to-date loss where we cannot recognize a tax benefit from our 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 (benefit) in future periods in accordance with ASC 740-270.

For the three months ended March 29, 2014, the Company's estimated effective income tax rate was approximately 19.7%, which varied from the statutory rate primarily due to state income tax expense, valuation allowance, tax contingencies, and foreign income taxes. The effective tax rate including discrete items was 19.5%. The tax benefit for the three months ended March 29, 2014 is approximately $12.5 million.

Valuation allowance

As of March 29, 2014, a full valuation allowance has been provided against certain deferred tax assets as it is presently deemed more likely than not that the benefit of such net tax assets will not be utilized. The Company's Canadian subsidiaries are not in a full valuation allowance position as of March 29, 2014. Due to recent cumulative losses incurred by the Company, management did not rely upon projections of future taxable income in assessing the recoverability of deferred tax assets. The Company currently has book goodwill of approximately $20.2 million that is not amortized, which results in a deferred tax liability of approximately $6.2 million at March 29, 2014. Therefore, the reversal of deferred tax liabilities related to this goodwill is not considered a source of future taxable income in assessing the realization of its deferred tax assets. The Company continues to evaluate its ability to realize the net deferred tax assets and its estimates are subject to change.

Tax uncertainties

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 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. The Company’s state income tax returns are not currently under examination by any state taxing authorities. During the three months ended March 29, 2014, the Company increased its tax contingency reserve by approximately $0.1 million as a result of interest accrued on existing uncertain tax positions.

Tax Receivable Agreement

On May 22, 2013, the Company entered into a Tax Receivable Agreement (the “Tax Receivable Agreement”) with PG ITR Holdco, L.P. (the “Tax Receivable Entity”). The Tax Receivable Agreement generally provides for the payment by the Company to the Tax Receivable Entity of 85% of the amount of cash savings, if any, in U.S. federal, state and local income tax that the Company actually realizes in periods ending after the IPO as a result of (i) net operating loss ("NOL") carryovers from periods (or portions thereof) ending before January 1, 2013, (ii) deductible expenses attributable to the transactions related to the IPO and (iii) deductions related to imputed interest deemed to be paid by the Company as a result of or attributable to payments under the Tax Receivable Agreement. The term of the Tax Receivable Agreement will continue until all such benefits have been utilized or expired. The Company will retain the benefit of the remaining 15% of these tax savings. The Tax Receivable Agreement will obligate the Company to make payments to the Tax Receivable Entity generally equal to 85% of the applicable cash savings that is actually realized as a result of utilizing NOL carryovers once the tax returns are filed for that respective tax year.

The Company estimates that the total anticipated amount of future payments under the Tax Receivable Agreement will be approximately $100.0 million assuming no material changes in the relevant tax law, that the Company earns sufficient taxable income to utilize the net operating loss carrying forwards, and that utilization of such tax attributes is not subject to limitation under Section 382 of the Internal Revenue Code of 1986, as amended (the "Code") as the result of an “ownership change”. It is possible that future transactions or events or changes in estimates could increase or decrease the actual tax benefits realized from these tax attributes and the corresponding Tax Receivable Agreement payments and liability.

As of March 29, 2014, the Company had a liability of approximately $16.0 million for the amount due pursuant to the Tax Receivable Agreement related to NOL carryovers. Approximately $4.4 million of this outstanding liability was expensed in the Company's condensed consolidated statement of operations and comprehensive income (loss) for the three months ended March 29, 2014.

Other

As of March 29, 2014, the Company has not established U.S. deferred taxes on approximately $9.3 million of unremitted earnings of the Company’s foreign subsidiary, Ply Gem Canada. Notwithstanding the provisions within the American Jobs Creation Act of 2004, the Company continues to consider these amounts to be permanently invested.

On December 23, 2011, the U.S. Treasury Department issued comprehensive temporary and proposed regulations addressing the treatment of expenditures related to tangible property for tax purposes. The final regulations were issued on September 13, 2013 and are effective for tax years beginning January 1, 2014. The Company has begun to evaluate the changes necessary to comply with the regulations and the related administrative procedures and is not currently aware of any adjustments that would be material to the Company’s condensed consolidated financial statements.

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COMMITMENTS AND CONTINGENCIES

3 Months Ended

Mar. 29, 2014

Commitments and Contingencies Disclosure [Abstract]

COMMITMENTS AND CONTINGENCIES

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 $3.2 million and $3.1 million at March 29, 2014 and December 31, 2013, respectively.  As of March 29, 2014 and December 31, 2013, the Company has recorded liabilities related to these indemnifications of approximately $0.5 million and $0.4 million, respectively, in current liabilities and $2.7 million and $2.7 million, respectively, in long-term liabilities, consisting of the following:

(Amounts in thousands)	March 29, 2014		December 31, 2013
Product claim liabilities	$	140	$	140
Multiemployer pension plan withdrawal liability	2,385		2,362
Other	655		576
	$	3,180	$	3,078

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 March 29, 2014 and December 31, 2013, warranty liabilities of approximately $10.5 million and $10.9 million, respectively, have been recorded in current liabilities and approximately $30.4 million and $31.6 million, respectively, have been recorded in long term liabilities.

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

	For the three months ended
(Amounts in thousands)	March 29, 2014			March 30, 2013
Balance, beginning of period	$	42,466		$	37,870
Warranty expense during period	1,970			2,519
Settlements made during period	(3,516		)	(2,681		)
Balance, end of period	$	40,920		$	37,708

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 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, entered into an Administrative Order on Consent, 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 Administrative Order on Consent, MW provided the EPA, among other things, a RCRA Facility Investigation 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 RCRA Facility Investigation Workplan ("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 sheet at March 29, 2014 and December 31, 2013.  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.  The Company’s ability to seek indemnification from U.S. Industries, Inc. is, however, 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 March 29, 2014, no recovery has been recognized on the Company’s condensed consolidated balance sheet, but the Company will actively pursue the validity of this indemnity in future periods and will recognize future recoveries in the period in which they become probable.

The State of Nebraska is investigating certain groundwater contamination in northern York, Nebraska, comprised primarily of volatile organic compounds (VOC) (predominantly trichloroethene [TCE]). In December 2013, the EPA announced its proposal to add this groundwater contamination site to the Superfund National Priorities List (NPL) after it was referred to the EPA by the State of Nebraska. Sampling was conducted at the Kroy Building Products, Inc. ("Kroy") facility in York, Nebraska during the first quarter of 2010, however the facility has not received any official communications concerning this sampling event or the addition of the groundwater contamination site to the NPL. Alcan Aluminum Corporation ("Alcan") has assumed the obligation to indemnify us with respect to certain liabilities for environmental contamination of the Kroy facility occurring prior to 1994. Notwithstanding this indemnity, however, under applicable Federal and State laws, Kroy, and Ply Gem as its parent, could be held liable for all or part of the costs associated with the matter under certain circumstances. Moreover, the ability of Kroy and Ply Gem to seek indemnification may be limited by the strength of Alcan’s financial condition as well as the terms and limits of the indemnity.

The Company is currently involved in environmental proceedings involving Ply Gem Canada and Alberta Environment (arising from subsurface contamination discovered at our Calgary, Alberta property), and the Company may in the future be subject to environmental proceedings involving Thermal-Gard, Inc. (arising from groundwater contamination in Punxsutawney, Pennsylvania) and 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).  Under the stock purchase agreement governing the Ply Gem acquisition, Nortek is to indemnify us fully for any liability in connection with the Punxsutawney contamination. Under the stock purchase agreement governing the MHE acquisition, Alcoa Securities Corporation and Alcoa, Inc. is to indemnify us for certain environmental liabilities in excess of $2.5 million, including liabilities relating to the landfill site in Sidney, Ohio and the nine contaminated sites in Indiana, Ohio and South Carolina.  Our former subsidiary, Hoover Treated Wood Products, Inc., is involved in an environmental proceeding with the Georgia Department of Natural Resources in connection with a contaminated landfill site in Thomson, Georgia.  While we had assumed an obligation to indemnify the purchaser of our former subsidiary when we sold Hoover Treated Wood Products, Inc., our obligation has been novated and assumed by Nortek. Our ability to seek indemnification or enforce these and other obligations is, however, limited by the strength of the financial condition of the indemnitor or responsible party, which could change in the future, as well as the terms and limits of any such indemnities or obligations.

Based on current information, 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's subsidiaries will not result in material costs or liabilities. While the stock purchase agreements governing certain of our acquisitions provide that the sellers will indemnify us, subject to certain limitations, for certain environmental liabilities, our ability to seek indemnification from the respective sellers is limited by various factors, including the financial condition of the indemnitor or responsible party as well as by the terms and limits of such indemnities or obligations. As a result, there can be no assurance that we could receive any indemnification from the sellers, and any related environmental liabilities, costs or penalties could have a material adverse effect on our financial condition and results of operations.

Self-insured risks

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

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

Litigation

During the past several years, the Company incurred increased litigation expense primarily related to the claims discussed below. The Company believes it has valid defenses to the 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 John Gulbankian and Robert D. Callahan v. MW Manufacturers, Inc. (“Gulbankian”), a purported class action filed in March 2010 in the United States District Court for the District of Massachusetts (the “Court”), plaintiffs, on behalf of themselves and all others similarly situated, allege damages as a result of the defective design and manufacture of MW's V-Wood windows. In Eric Hartshorn and Bethany Perry v. MW Manufacturers, Inc. (“Hartshorn”), a purported class action filed in July 2012 in the Court, plaintiffs, on behalf of themselves and all others similarly situated, allege damages as a result of the defective design and manufacture of MW's Freedom and Freedom 800 windows. On April 22, 2014, plaintiffs in both the Gulbankian and Hartshorn cases filed a Consolidated Amended Class Action Complaint, making similar claims against all MW vinyl clad windows, including MW’s V-Wood, Freedom, Freedom 600 and Freedom 800 windows. 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.

During the first quarter of 2014, MW engaged in mediation sessions with the plaintiffs’ counsel for both the Gulbankian and Hartshorn cases. MW signed a settlement agreement with plaintiffs as of April 18, 2014 that would settle both the Gulbankian and Hartshorn cases on a nationwide basis (the “Vinyl Clad Settlement Agreement”). The hearing regarding preliminary approval of this settlement has been scheduled for May 20, 2014. Under this settlement, a cash payment will be available for eligible consumers submitting qualified claims showing, among other requirements, certain damage to the frames of their MW vinyl clad windows, and MW has agreed to pay attorneys' fees and costs to plaintiffs' counsel not to exceed $2.5 million upon final approval of the settlement by the Court. The Vinyl Clad Settlement Agreement provides that this settlement would apply to any and all MW vinyl clad windows manufactured from January 1, 1987 through the date of preliminary approval of the settlement. It is expected that, if the settlement receives final approval, it will result in the dismissal of Karl Memari v. Ply Gem Prime Holdings, Inc. et al., another pending lawsuit discussed below that is seeking class certification with respect to vinyl-clad windows manufactured by MW. The settlement is not final until the Court grants final approval of the settlement. The Court may, in its sole discretion, determine not to accept the settlement. If the Court does not grant final approval of the settlement, the Vinyl Clad Settlement Agreement will not be binding on the parties. The Company and MW deny all liability in the settlement and with respect to the facts and claims alleged. The Company, however, is aware of the substantial burden, expense, inconvenience and distraction of continued litigation, and agreed to settle the litigation to avoid these.

As a result of this settlement, the Company recognized a $5.0 million expense during the three months ended March 29, 2014 within selling, general, and administrative expenses in the Company’s condensed consolidated statement of operations and comprehensive income (loss). It is possible that the Company may incur costs in excess of the recorded amounts; however, the Company currently expects that the total net cost to resolve the lawsuits will not exceed approximately $5.0 million. The estimated $5.0 million liability has been recorded with $3.0 million as a current liability within accrued expenses and $2.0 million as a noncurrent liability within other liabilities in the Company’s condensed consolidated balance sheet as of March 29, 2014.

In Karl Memari v. Ply Gem Prime Holdings, Inc. et al., a purported class action filed in March 2013 in the United States District Court for the District of South Carolina, Charleston Division, plaintiff, on behalf of himself and all others similarly situated, alleges damages as a result of the illegality and/or defects of MW's vinyl clad windows. The plaintiff seeks a variety of relief, including (i) actual and compensatory damages, (ii) punitive damages, and (iii) attorneys' fees and costs of litigation. Discovery regarding class certification has closed, however, the hearing regarding class certification has not yet been scheduled. While the damages sought in this action have not yet been quantified, it is expected that, if the settlement of the Gulbankian and Hartshorn cases receives final approval, it will result in the dismissal of this action.

In Anthony Pagliaroni 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, plaintiff, on behalf of himself and all others similarly situated, alleges 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 plaintiff seeks 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. This action is currently in discovery regarding class certification, and a hearing regarding class certification has not yet been scheduled. 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 of the indemnity as well as the strength of Deceuninck's financial condition, which could change in the future.

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

In J-Channel Industries Corporation v. Lowe’s Companies, Inc., and Ply Gem Industries, Inc., a purported patent infringement case filed in the United States District Court for the Eastern Division of Tennessee, Northern Division, plaintiff, a wholly owned subsidiary of CopyTele, Inc., a company specializing in patent monetization and patent assertion, alleges damages as a result of patent infringement by certain windows having an integrated “j-channel” feature. Ply Gem has accepted tender from co-defendant Lowe’s Companies, Inc. The plaintiff seeks a variety of relief, including (i) economic and compensatory damages and (ii) attorneys' fees and costs of litigation. This action is currently in the early stages of discovery. 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 businesses that cover a wide range of matters, including, among others, environmental matters, contract and employment claims, personal injury, product liability, warranty and modification, adjustment or replacement of component parts of 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 their 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.

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ACCRUED EXPENSES AND OTHER LONG-TERM LIABILITIES

3 Months Ended

Mar. 29, 2014

Payables and Accruals [Abstract]

ACCRUED EXPENSES AND OTHER LONG-TERM LIABILITIES

ACCRUED EXPENSES AND OTHER LONG-TERM LIABILITIES

Accrued expenses consist of the following at March 29, 2014 and December 31, 2013:

(Amounts in thousands)	March 29, 2014		December 31, 2013
Insurance	$	4,129	$	3,926
Employee compensation and benefits	9,851		8,916
Sales and marketing	24,626		34,215
Product warranty	10,536		10,861
Accrued freight	1,589		1,350
Accrued interest	8,234		25,477
Accrued environmental liability	458		463
Accrued pension	2,258		2,258
Accrued sales returns and discounts	3,037		3,263
Accrued taxes	3,388		3,433
Litigation accrual	3,000		—
Other	19,475		18,778
	$	90,581	$	112,940

Other long-term liabilities consist of the following at March 29, 2014 and December 31, 2013:

(Amounts in thousands)	March 29, 2014		December 31, 2013
Insurance	$	2,398	$	2,213
Pension liabilities	6,271		6,622
Multi-employer pension withdrawal liability	2,385		2,362
Product warranty	30,384		31,605
Long-term product claim liability	140		140
Long-term environmental liability	1,247		1,247
Liabilities for tax uncertainties	3,051		2,934
Litigation accrual	2,000		—
Other	4,206		5,437
	$	52,082	$	52,560

Long-term incentive plan

During 2011, the Company finalized a long-term incentive plan (“LTIP”) for certain employees. The long-term incentive plan was implemented to retain and incentivize employees through the downturn in the housing market. During the three months ended March 29, 2014 and March 30, 2013, the Company recognized a LTIP expense of $0.6 million and $0.5 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 is $2.3 million and $4.6 million as of March 29, 2014 and December 31, 2013, respectively, of which $2.0 million and $2.9 million has been recorded within other current liabilities and $0.3 million and $1.7 million in other long-term liabilities in the condensed consolidated balance sheets as of March 29, 2014 and December 31, 2013, respectively.

Other liabilities

During the three months ended March 29, 2014 and March 30, 2013, the Company made approximately $2.1 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 during 2013 as well as product simplification costs incurred for the entire Windows and Doors segment.

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STOCK-BASED COMPENSATION

3 Months Ended

Mar. 29, 2014

Disclosure of Compensation Related Costs, Share-based Payments [Abstract]

STOCK-BASED COMPENSATION

STOCK-BASED COMPENSATION

A rollforward of stock options outstanding during the three months ended March 29, 2014 is presented below: 

	Stock Options		Weighted- Average Exercise Price		Weighted- Average Remaining Contractual Term (Years)
Balance at January 1, 2014	3,285,750		$	11.04	5.24
Granted	151,147		15.11		—
Exercised	(587,047	)	1.76		—
Forfeited or expired	—		—		—
Balance at March 29, 2014	2,849,850		$	13.17	6.19

In connection with the merger in conjunction with the IPO, options to purchase shares of common stock of Ply Gem Prime were converted into 3,386,008 options to purchase shares of Ply Gem Holdings common stock with adjustments to the per share exercise prices.

As of March 29, 2014, 1,897,289 options were 100% vested.  At March 29, 2014, the Company had approximately $3.4 million of total unrecognized compensation expense that will be recognized over the weighted average period of 2.08 years.  The Company recorded compensation expense of $0.4 million and $0.5 million for the three months ended March 29, 2014 and March 30, 2013, respectively, related to the vesting of these options.

Restricted stock

During January 2012, the Company issued 3,886 restricted shares of common stock to each of three independent members of the Board of Directors.  These shares vested over the 2012 calendar period and the Company expensed these items as compensation expense ratably during 2012. During the three ended March 30, 2013, the Company expensed $45,000, related to these grants in selling, general, and administrative expenses within the condensed consolidated statement of operations and comprehensive income (loss).

During December 2012, the Company issued 3,886 restricted shares of common stock to each of three independent members of the Board of Directors.  These shares will vest over the 2012 through 2013 twelve month period and the Company is expensing these items ratably over the twelve month period up to the vesting date. During the three months ended March 30, 2013, the Company expensed $45,000, related to these grants in selling, general, and administrative expenses within the condensed consolidated statement of operations and comprehensive income (loss).

During March 2014, the Company issued 3,523 restricted shares of common stock to each of three independent members of the Board of Directors.  These shares will vest over the approximate ten-month period to December 31, 2014 and the Company is expensing these items ratably over the ten-month period up to the vesting date. During the three months ended March 29, 2014, the Company expensed approximately $11,000, related to these grants in selling, general, and administrative expenses within the condensed consolidated statement of operations and comprehensive income (loss).

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GUARANTOR/NON-GUARANTOR FINANCIAL INFORMATION (Tables)

3 Months Ended

Mar. 29, 2014

GUARANTOR / NON GUARANTOR FINANCIAL INFORMATION [Abstract]

CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS

PLY GEM HOLDINGS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)
For the three months ended March 29, 2014
	Guarantor			Issuer						Non-
	Ply Gem			Ply Gem			Guarantor			Guarantor			Consolidating
(Amounts in thousands)	Holdings, Inc.			Industries, Inc.			Subsidiaries			Subsidiaries			Adjustments			Consolidated
Net sales	$	—		$	—		$	222,068		$	47,397		$	—		$	269,465
Cost of products sold	—			—			191,320			38,332			—			229,652
Gross profit	—			—			30,748			9,065			—			39,813
Operating expenses:
Selling, general and
administrative expenses	—			5,960			32,763			15,357			—			54,080
Intercompany administrative
charges	—			—			4,189			1,831			(6,020		)	—
Amortization of intangible assets	—			—			4,041			1,281			—			5,322
Total operating expenses	—			5,960			40,993			18,469			(6,020		)	59,402
Operating loss	—			(5,960		)	(10,245		)	(9,404		)	6,020			(19,589		)
Foreign currency loss	—			—			—			(228		)	—			(228		)
Intercompany interest	—			18,676			(17,571		)	(1,105		)	—			—
Interest expense	—			(18,506		)	(11		)	(1		)	—			(18,518		)
Interest income	—			1			8			15			—			24
Tax receivable agreement liability adjustment	—			(4,373		)	—			—			—			(4,373		)
Loss on modification or
extinguishment of debt	—			(21,364		)	—			—			—			(21,364		)
Intercompany administrative income	—			6,020			—			—			(6,020		)	—
Loss before equity in
subsidiaries' loss	—			(25,506		)	(27,819		)	(10,723		)	—			(64,048		)
Equity in subsidiaries' loss	(51,578		)	(26,072		)	—			—			77,650			—
Loss before benefit for income taxes	(51,578		)	(51,578		)	(27,819		)	(10,723		)	77,650			(64,048		)
Benefit for income taxes	—			—			(8,629		)	(3,841		)	—			(12,470		)
Net loss	$	(51,578	)	$	(51,578	)	$	(19,190	)	$	(6,882	)	$	77,650		$	(51,578	)
Other comprehensive income (loss):
Foreign currency translation adjustments	—			—			—			(4,660		)	—			(4,660		)
Unrealized loss on derivative instrument	—			—			—			(357		)	—			(357		)
Total comprehensive loss	$	(51,578	)	$	(51,578	)	$	(19,190	)	$	(11,899	)	$	77,650		$	(56,595	)

PLY GEM HOLDINGS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)
For the three months ended March 30, 2013
	Guarantor			Issuer						Non-
	Ply Gem			Ply Gem			Guarantor			Guarantor			Consolidating
(Amounts in thousands)	Holdings, Inc.			Industries, Inc.			Subsidiaries			Subsidiary			Adjustments			Consolidated
Net sales	$	—		$	—		$	242,683		$	14,414		$	—		$	257,097
Cost of products sold	—			—			203,890			11,361			—			215,251
Gross profit	—			—			38,793			3,053			—			41,846
Operating expenses:
Selling, general and
administrative expenses	—			5,590			28,727			3,899			—			38,216
Intercompany administrative
charges	—			—			5,969			2,069			(8,038		)	—
Amortization of intangible assets	—			—			4,202			—			—			4,202
Total operating expenses	—			5,590			38,898			5,968			(8,038		)	42,418
Operating loss	—			(5,590		)	(105		)	(2,915		)	8,038			(572		)
Foreign currency loss	—			—			—			(33		)	—			(33		)
Intercompany interest	—			21,075			(21,075		)	—			—			—
Interest expense	—			(23,657		)	(11		)	—			—			(23,668		)
Interest income	—			1			3			11			—			15
Intercompany administrative income	—			8,038			—			—			(8,038		)	—
Loss before equity in
subsidiaries' loss	—			(133		)	(21,188		)	(2,937		)	—			(24,258		)
Equity in subsidiaries' loss	(28,107		)	(27,974		)	—			—			56,081			—
Loss before provision
(benefit) for income taxes	(28,107		)	(28,107		)	(21,188		)	(2,937		)	56,081			(24,258		)
Provision (benefit) for income taxes	—			—			4,644			(795		)	—			3,849
Net loss	$	(28,107	)	$	(28,107	)	$	(25,832	)	$	(2,142	)	$	56,081		$	(28,107	)
Other comprehensive income (loss):
Foreign currency translation adjustments	—			—			—			(768		)	—			(768		)
Total comprehensive loss	$	(28,107	)	$	(28,107	)	$	(25,832	)	$	(2,910	)	$	56,081		$	(28,875	)

CONDENSED CONSOLIDATING BALANCE SHEET

PLY GEM HOLDINGS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATING BALANCE SHEET
As of March 29, 2014
(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	$	—		$	17,719		$	(7,345	)	$	5,121		$	—		$	15,495
Accounts receivable, net	—			—			131,685			31,894			—			163,579
Inventories:
Raw materials	—			—			42,883			12,398			—			55,281
Work in process	—			—			24,231			1,188			—			25,419
Finished goods	—			—			52,910			19,442			—			72,352
Total inventory	—			—			120,024			33,028			—			153,052
Prepaid expenses and other
current assets	—			597			17,180			9,698			—			27,475
Deferred income taxes	—			—			7,081			510			—			7,591
Total current assets	—			18,316			268,625			80,251			—			367,192
Investments in subsidiaries	(107,171		)	(174,322		)	—			—			281,493			—
Property and Equipment, at cost:
Land	—			—			3,565			925			—			4,490
Buildings and improvements	—			—			38,281			5,105			—			43,386
Machinery and equipment	—			3,787			304,321			16,448			—			324,556
	—			3,787			346,167			22,478			—			372,432
Less accumulated depreciation	—			(1,522		)	(254,311		)	(6,366		)	—			(262,199		)
Total property and equipment, net	—			2,265			91,856			16,112			—			110,233
Other Assets:
Intangible assets, net	—			—			73,983			29,563			—			103,546
Goodwill	—			—			383,042			35,445			—			418,487
Deferred income taxes	—			—			—			5,027			—			5,027
Intercompany note receivable	—			949,305			—			—			(949,305		)	—
Other	—			26,909			2,291			—			—			29,200
Total other assets	—			976,214			459,316			70,035			(949,305		)	556,260
	$	(107,171	)	$	822,473		$	819,797		$	166,398		$	(667,812	)	$	1,033,685
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
Current Liabilities:
Accounts payable	$	—		$	584		$	58,191		$	18,456		$	—		$	77,231
Accrued expenses	—			14,214			57,146			19,221			—			90,581
Total current liabilities	—			14,798			115,337			37,677			—			167,812
Deferred income taxes	—			—			8,774			7,799			—			16,573
Intercompany note payable	—			—			850,295			99,010			(949,305		)	—
Payable to related parties pursuant to
tax receivable agreement	—			15,996			—			—			—			15,996
Other long-term liabilities	—			10,457			37,404			4,221			—			52,082
Long-term debt	—			888,393			—			—			—			888,393
Commitments and contingencies
Stockholders' Equity (Deficit):
Preferred stock	—			—			—			—			—			—
Common stock	678			678			—			—			(678		)	678
Additional paid-in-capital	743,209			743,209			506,386			13,066			(1,262,661		)	743,209
(Accumulated deficit) retained earnings	(842,821		)	(842,821		)	(698,399		)	9,285			1,531,935			(842,821		)
Accumulated other
comprehensive loss	(8,237		)	(8,237		)	—			(4,660		)	12,897			(8,237		)
Total stockholders' (deficit) equity	(107,171		)	(107,171		)	(192,013		)	17,691			281,493			(107,171		)
	$	(107,171	)	$	822,473		$	819,797		$	166,398		$	(667,812	)	$	1,033,685

PLY GEM HOLDINGS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATING BALANCE SHEET
As of December 31, 2013
	Guarantor			Issuer						Non-
	Ply Gem			Ply Gem			Guarantor			Guarantor			Consolidating
(Amounts in thousands)	Holdings, Inc.			Industries, Inc.			Subsidiaries			Subsidiary			Adjustments			Consolidated
ASSETS
Current Assets:
Cash and cash equivalents	$	—		$	57,800		$	(4,970	)	$	16,971		$	—		$	69,801
Accounts receivable, net	—			—			110,475			29,587			—			140,062
Inventories:
Raw materials	—			—			41,593			9,720			—			51,313
Work in process	—			—			22,781			1,036			—			23,817
Finished goods	—			—			42,751			17,589			—			60,340
Total inventory	—			—			107,125			28,345			—			135,470
Prepaid expenses and other
current assets	—			613			17,270			5,331			—			23,214
Deferred income taxes	—			—			2,825			353			—			3,178
Total current assets	—			58,413			232,725			80,587			—			371,725
Investments in subsidiaries	(51,996		)	(229,668		)	—			—			281,664			—
Property and Equipment, at cost:
Land	—			—			3,565			963			—			4,528
Buildings and improvements	—			—			38,059			5,632			—			43,691
Machinery and equipment	—			3,275			300,089			18,250			—			321,614
	—			3,275			341,713			24,845			—			369,833
Less accumulated depreciation	—			(1,385		)	(249,344		)	(7,457		)	—			(258,186		)
Total property and equipment, net	—			1,890			92,369			17,388			—			111,647
Other Assets:
Intangible assets, net	—			—			77,968			32,044			—			110,012
Goodwill	—			—			383,042			37,186			—			420,228
Deferred income taxes	—			—			—			5,406			—			5,406
Intercompany note receivable	—			958,631			—			—			(958,631		)	—
Other	—			20,907			2,326			—			—			23,233
Total other assets	—			979,538			463,336			74,636			(958,631		)	558,879
	$	(51,996	)	$	810,173		$	788,430		$	172,611		$	(676,967	)	$	1,042,251
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
Current Liabilities:
Accounts payable	$	—		$	601		$	66,847		$	15,533		$	—		$	82,981
Accrued expenses	—			31,056			62,120			19,764			—			112,940
Total current liabilities	—			31,657			128,967			35,297			—			195,921
Deferred income taxes	—			—			9,005			8,110			—			17,115
Intercompany note payable	—			—			859,768			98,863			(958,631		)	—
Payable to related parties pursuant to
tax receivable agreement	—			11,623			—			—			—			11,623
Other long-term liabilities	—			1,861			46,315			4,384			—			52,560
Long-term debt	—			817,028			—			—			—			817,028
Commitments and contingencies
Stockholders' Equity (Deficit):
Preferred stock	—			—			—			—			—			—
Common stock	672			672			—			—			(672		)	672
Additional paid-in-capital	741,789			741,789			423,584			12,727			(1,178,100		)	741,789
(Accumulated deficit) retained earnings	(791,243		)	(791,243		)	(679,209		)	16,167			1,454,285			(791,243		)
Accumulated other
comprehensive income (loss)	(3,214		)	(3,214		)	—			(2,937		)	6,151			(3,214		)
Total stockholders' (deficit) equity	(51,996		)	(51,996		)	(255,625		)	25,957			281,664			(51,996		)
	$	(51,996	)	$	810,173		$	788,430		$	172,611		$	(676,967	)	$	1,042,251

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS

PLY GEM HOLDINGS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS
For the three months ended March 29, 2014
(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 loss	$	(51,578	)	$	(51,578	)	$	(19,190	)	$	(6,882	)	$	77,650		$	(51,578	)
Adjustments to reconcile net loss
to cash used in operating activities:
Depreciation and amortization expense	—			137			8,851			2,296			—			11,284
Non-cash restructuring costs	—			—			—			1,259			—			1,259
Non-cash interest expense, net	—			4,172			—			—			—			4,172
Loss on foreign currency transactions	—			—			—			228			—			228
Non-cash litigation expense	—			—			5,000			—			—			5,000
Loss on modification or extinguishment of debt	—			21,364			—			—			—			21,364
Stock based compensation	—			398			—			—			—			398
Deferred income taxes	—			—			(4,488		)	(379		)	—			(4,867		)
Tax receivable agreement liability adjustment	—			4,373			—			—			—			4,373
Increase in tax uncertainty,
net of valuation allowance	—			—			117			—			—			117
Equity in subsidiaries' net loss	51,578			26,072			—			—			(77,650		)	—
Other	—			—			(19		)	(138		)	—			(157		)
Changes in operating assets and liabilities:
Accounts receivable, net	—			—			(21,210		)	(3,582		)	—			(24,792		)
Inventories	—			—			(12,899		)	(5,912		)	—			(18,811		)
Prepaid expenses and other assets	—			(87		)	(756		)	(4,674		)	—			(5,517		)
Accounts payable	—			(17		)	(8,774		)	2,358			—			(6,433		)
Accrued expenses	—			(14,061		)	(11,720		)	(1,283		)	—			(27,064		)
Cash payments on restructuring liabilities	—			—			(167		)	(1,908		)	—			(2,075		)
Other	—			(3		)	30			2,784			—			2,811
Net cash used in
operating activities	—			(9,230		)	(65,225		)	(15,833		)	—			(90,288		)
Cash flows from investing activities:
Capital expenditures	—			(512		)	(4,525		)	(640		)	—			(5,677		)
Proceeds from sale of assets	—			—			24			593			—			617
Net cash used in
investing activities	—			(512		)	(4,501		)	(47		)	—			(5,060		)
Cash flows from financing activities:
Proceeds from long-term debt	—			927,850			—			—			—			927,850
Net revolver borrowings (payments)	—			40,000			—			—			—			40,000
Payments on long-term debt	—			(852,000		)	—			—			—			(852,000		)
Payment of tender and early call premiums	—			(61,142		)	—			—			—			(61,142		)
Proceeds from exercises of employee stock options	—			1,026			—			—			—			1,026
Proceeds from intercompany
investment	—			(71,752		)	67,351			4,401			—			—
Debt issuance costs paid	—			(14,321		)	—			—			—			(14,321		)
Net cash provided by (used in)
financing activities	—			(30,339		)	67,351			4,401			—			41,413
Impact of exchange rate movements on cash	—			—			—			(371		)	—			(371		)
Net decrease in cash
and cash equivalents	—			(40,081		)	(2,375		)	(11,850		)	—			(54,306		)
Cash and cash equivalents at the
beginning of the period	—			57,800			(4,970		)	16,971			—			69,801
Cash and cash equivalents at the end
of the period	$	—		$	17,719		$	(7,345	)	$	5,121		$	—		$	15,495

PLY GEM HOLDINGS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS
For the three months ended March 30, 2013
(Amounts in thousands)	Guarantor			Issuer						Non-
	Ply Gem			Ply Gem			Guarantor			Guarantor			Consolidating
	Holdings, Inc.			Industries, Inc.			Subsidiaries			Subsidiary			Adjustments			Consolidated
Cash flows from operating activities:
Net loss	$	(28,107	)	$	(28,107	)	$	(25,832	)	$	(2,142	)	$	56,081		$	(28,107	)
Adjustments to reconcile net loss
to cash used in operating activities:
Depreciation and amortization expense	—			63			9,283			369			—			9,715
Non-cash interest expense, net	—			2,833			—			—			—			2,833
Loss on foreign currency transactions	—			—			—			33			—			33
Stock based compensation	—			456			—			—			—			456
Deferred income taxes	—			—			2,948			100			—			3,048
Reduction in tax uncertainty,
net of valuation allowance	—			—			(206		)	—			—			(206		)
Equity in subsidiaries' net loss	28,107			27,974			—			—			(56,081		)	—
Other	—			—			(8		)	—			—			(8		)
Changes in operating assets and liabilities:
Accounts receivable, net	—			—			(20,146		)	(1,183		)	—			(21,329		)
Inventories	—			—			(22,625		)	396			—			(22,229		)
Prepaid expenses and other
current assets	—			(743		)	1,117			(885		)	—			(511		)
Accounts payable	—			90			11,845			(238		)	—			11,697
Accrued expenses	—			(16,253		)	2,728			290			—			(13,235		)
Cash payments on restructuring liabilities	—			—			(539		)	—			—			(539		)
Other	—			—			(34		)	(998		)	—			(1,032		)
Net cash used in
operating activities	—			(13,687		)	(41,469		)	(4,258		)	—			(59,414		)
Cash flows from investing activities:
Capital expenditures	—			(352		)	(6,210		)	(103		)	—			(6,665		)
Proceeds from sale of assets	—			—			11			—			—			11
Net cash used in
investing activities	—			(352		)	(6,199		)	(103		)	—			(6,654		)
Cash flows from financing activities:
Net revolver payments	—			50,000			—			—			—			50,000
Proceeds from intercompany
investment	—			(45,790		)	45,790			—			—			—
Debt issuance costs paid	—			(62		)	—			—			—			(62		)
Net cash provided by
financing activities	—			4,148			45,790			—			—			49,938
Impact of exchange rate movement
on cash	—			—			—			98			—			98
Net decrease in cash
and cash equivalents	—			(9,891		)	(1,878		)	(4,263		)	—			(16,032		)
Cash and cash equivalents at the
beginning of the period	—			23,332			(4,307		)	8,169			—			27,194
Cash and cash equivalents at the end
of the period	$	—		$	13,441		$	(6,185	)	$	3,906		$	—		$	11,162

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GUARANTOR/NON-GUARANTOR FINANCIAL INFORMATION, Condensed Consolidating Statements of Operations (Details) (USD $)	3 Months Ended		12 Months Ended
	Mar. 29, 2014	Mar. 30, 2013	Dec. 31, 2012
CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS [Abstract]
Net sales	$ 269,465,000	$ 257,097,000
Cost of products sold	229,652,000	215,251,000
Gross profit	39,813,000	41,846,000
Operating expenses:
Selling, general and administrative expenses	54,080,000	38,216,000
Intercompany administrative charges	0	0
Amortization of intangible assets	5,322,000	4,202,000
Total operating expenses	59,402,000	42,418,000
Operating earnings	(19,589,000)	(572,000)
Foreign currency (loss) gain	(228,000)	(33,000)
Intercompany interest	0	0
Interest expense	(18,518,000)	(23,668,000)
Interest income	24,000	15,000
Tax receivable agreement liability adjustment	(4,373,000)	0
Gains (Losses) on Extinguishment of Debt	21,364,000	0
Intercompany administrative income	0	0
Equity in subsidiaries' income	0	0
Loss before provision for income taxes	(64,048,000)	(24,258,000)
Provision for income taxes	(12,470,000)	3,849,000
Net income (loss)	(51,578,000)	(28,107,000)
Other comprehensive income (loss):
Currency translation	(4,660,000)	(768,000)	(2,900,000)
Derivative Instruments, Gain (Loss) Recognized in Other Comprehensive Income (Loss), Effective Portion, Net	(357,000)	0
Total comprehensive income (loss)	(56,595,000)	(28,875,000)
Income (Loss) from Operations before Extraordinary Items	(64,048,000)	(24,258,000)
Guarantor Ply Gem Holdings, Inc. [Member]
CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS [Abstract]
Net sales	0	0
Cost of products sold	0	0
Gross profit	0	0
Operating expenses:
Selling, general and administrative expenses	0	0
Intercompany administrative charges	0	0
Amortization of intangible assets	0	0
Total operating expenses	0	0
Operating earnings	0	0
Foreign currency (loss) gain	0	0
Intercompany interest	0	0
Interest expense	0	0
Interest income	0	0
Tax receivable agreement liability adjustment	0
Gains (Losses) on Extinguishment of Debt	0
Intercompany administrative income	0	0
Equity in subsidiaries' income	(51,578,000)	(28,107,000)
Loss before provision for income taxes	(51,578,000)	(28,107,000)
Provision for income taxes	0	0
Net income (loss)	(51,578,000)	(28,107,000)
Other comprehensive income (loss):
Currency translation	0	0
Derivative Instruments, Gain (Loss) Recognized in Other Comprehensive Income (Loss), Effective Portion, Net	0
Total comprehensive income (loss)	(51,578,000)	(28,107,000)
Income (Loss) from Operations before Extraordinary Items	0	0
Issuer Ply Gem Industries, Inc. [Member]
CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS [Abstract]
Net sales	0	0
Cost of products sold	0	0
Gross profit	0	0
Operating expenses:
Selling, general and administrative expenses	5,960,000	5,590,000
Intercompany administrative charges	0	0
Amortization of intangible assets	0	0
Total operating expenses	5,960,000	5,590,000
Operating earnings	(5,960,000)	(5,590,000)
Foreign currency (loss) gain	0	0
Intercompany interest	18,676,000	21,075,000
Interest expense	(18,506,000)	(23,657,000)
Interest income	1,000	1,000
Tax receivable agreement liability adjustment	(4,373,000)
Gains (Losses) on Extinguishment of Debt	21,364,000
Intercompany administrative income	6,020,000	8,038,000
Equity in subsidiaries' income	(26,072,000)	(27,974,000)
Loss before provision for income taxes	(51,578,000)	(28,107,000)
Provision for income taxes	0	0
Net income (loss)	(51,578,000)	(28,107,000)
Other comprehensive income (loss):
Currency translation	0	0
Derivative Instruments, Gain (Loss) Recognized in Other Comprehensive Income (Loss), Effective Portion, Net	0
Total comprehensive income (loss)	(51,578,000)	(28,107,000)
Income (Loss) from Operations before Extraordinary Items	(25,506,000)	(133,000)
Guarantor Subsidiaries [Member]
CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS [Abstract]
Net sales	222,068,000	242,683,000
Cost of products sold	191,320,000	203,890,000
Gross profit	30,748,000	38,793,000
Operating expenses:
Selling, general and administrative expenses	32,763,000	28,727,000
Intercompany administrative charges	4,189,000	5,969,000
Amortization of intangible assets	4,041,000	4,202,000
Total operating expenses	40,993,000	38,898,000
Operating earnings	(10,245,000)	(105,000)
Foreign currency (loss) gain	0	0
Intercompany interest	(17,571,000)	(21,075,000)
Interest expense	(11,000)	(11,000)
Interest income	8,000	3,000
Tax receivable agreement liability adjustment	0
Gains (Losses) on Extinguishment of Debt	0
Intercompany administrative income	0	0
Equity in subsidiaries' income	0	0
Loss before provision for income taxes	(27,819,000)	(21,188,000)
Provision for income taxes	(8,629,000)	4,644,000
Net income (loss)	(19,190,000)	(25,832,000)
Other comprehensive income (loss):
Currency translation	0	0
Derivative Instruments, Gain (Loss) Recognized in Other Comprehensive Income (Loss), Effective Portion, Net	0
Total comprehensive income (loss)	(19,190,000)	(25,832,000)
Income (Loss) from Operations before Extraordinary Items	(27,819,000)	(21,188,000)
Non-Guarantor Subsidiary [Member]
CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS [Abstract]
Net sales	47,397,000	14,414,000
Cost of products sold	38,332,000	11,361,000
Gross profit	9,065,000	3,053,000
Operating expenses:
Selling, general and administrative expenses	15,357,000	3,899,000
Intercompany administrative charges	1,831,000	2,069,000
Amortization of intangible assets	1,281,000	0
Total operating expenses	18,469,000	5,968,000
Operating earnings	(9,404,000)	(2,915,000)
Foreign currency (loss) gain	(228,000)	(33,000)
Intercompany interest	(1,105,000)	0
Interest expense	(1,000)	0
Interest income	15,000	11,000
Tax receivable agreement liability adjustment	0
Gains (Losses) on Extinguishment of Debt	0
Intercompany administrative income	0	0
Equity in subsidiaries' income	0	0
Loss before provision for income taxes	(10,723,000)	(2,937,000)
Provision for income taxes	(3,841,000)	(795,000)
Net income (loss)	(6,882,000)	(2,142,000)
Other comprehensive income (loss):
Currency translation	(4,660,000)	(768,000)
Derivative Instruments, Gain (Loss) Recognized in Other Comprehensive Income (Loss), Effective Portion, Net	(357,000)
Total comprehensive income (loss)	(11,899,000)	(2,910,000)
Income (Loss) from Operations before Extraordinary Items	(10,723,000)	(2,937,000)
Consolidating Adjustments [Member]
CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS [Abstract]
Net sales	0	0
Cost of products sold	0	0
Gross profit	0	0
Operating expenses:
Selling, general and administrative expenses	0	0
Intercompany administrative charges	(6,020,000)	(8,038,000)
Amortization of intangible assets	0	0
Total operating expenses	(6,020,000)	(8,038,000)
Operating earnings	6,020,000	8,038,000
Foreign currency (loss) gain	0	0
Intercompany interest	0	0
Interest expense	0	0
Interest income	0	0
Tax receivable agreement liability adjustment	0
Gains (Losses) on Extinguishment of Debt	0
Intercompany administrative income	(6,020,000)	(8,038,000)
Equity in subsidiaries' income	77,650,000	56,081,000
Loss before provision for income taxes	77,650,000	56,081,000
Provision for income taxes	0	0
Net income (loss)	77,650,000	56,081,000
Other comprehensive income (loss):
Currency translation	0	0
Derivative Instruments, Gain (Loss) Recognized in Other Comprehensive Income (Loss), Effective Portion, Net	0
Total comprehensive income (loss)	77,650,000	56,081,000
Income (Loss) from Operations before Extraordinary Items	$ 0	$ 0

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)

3 Months Ended

Mar. 29, 2014

Accounting Policies [Abstract]

Basis of Presentation

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 2013 Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 14, 2014.  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 2013 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, 2014 through March 29, 2014 are not necessarily indicative of the results that may be expected for the year ending December 31, 2014.

On May 23, 2013, the Company issued 18,157,895 shares of common stock at an initial public offering price of $21.00 per share and received net proceeds of approximately $353.4 million in an initial public offering ("IPO") of its common stock after deducting underwriting discounts and commissions of approximately $25.4 million and offering expenses of approximately $2.5 million. Prior to the IPO, the Company also issued a total of 48,962,494 shares of common stock in connection with the merger of Ply Gem Prime Holdings, Inc. (“Ply Gem Prime”) into Ply Gem Holdings, with Ply Gem Holdings being the surviving entity.

The condensed consolidated balance sheet at December 31, 2013 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 months ended March 29, 2014 and March 30, 2013, the condensed consolidated statements of cash flows for the three months ended March 29, 2014 and March 30, 2013, and the condensed consolidated balance sheets as of March 29, 2014 and December 31, 2013.

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

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

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 reserve for 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.  Illiquid credit markets, volatile equity markets, foreign currency, litigation risk, and the depressed housing and remodeling markets 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 and Cash Equivalents

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

Accounts Receivable

Accounts Receivable

Accounts receivable-trade are recorded at their net realizable value.  The allowance for doubtful accounts was $4.3 million and $4.5 million at March 29, 2014 and December 31, 2013, respectively.  The Company maintains allowances for doubtful accounts for estimated losses resulting from the inability of its customers to make required payments. The Company estimates the allowance for doubtful accounts based on a variety of factors including the length of time receivables are past due, the financial health of its customers, unusual macroeconomic conditions and historical experience. If the financial condition of its customers deteriorates or other circumstances occur that result in an impairment of customers’ ability to make payments, the Company records additional allowances as needed. The Company writes off uncollectible trade accounts receivable against the allowance for doubtful accounts when collection efforts have been exhausted and/or any legal action taken by the Company has concluded.

Inventories

Inventories

Inventories in the accompanying consolidated balance sheets are valued at the lower of cost or market 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 March 29, 2014, the Company had inventory purchase commitments of approximately $86.0 million.

Inventory reserves were approximately $9.3 million at March 29, 2014, increasing during the three months ended March 29, 2014 by $0.3 million compared to the December 31, 2013 reserve balance of approximately $8.9 million.

Property and Equipment

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.  

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 flow.

The Company tests for long-lived asset impairment at the following asset group levels: (i) the combined U.S. Siding, Fencing and Stone companies in the Siding, Fencing and Stone segment (“Siding”), (ii) the combined U.S. Windows companies in the Windows and Doors segment (“US Windows”), (iii) 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 (iv) Mitten (formerly known as Mitten, Inc.) 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 months ended March 29, 2014.

Goodwill and other intangible assets

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.  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 months ended March 29, 2014 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

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 $23.6 million and $17.7 million as of March 29, 2014 and December 31, 2013, respectively, and have been recorded in other long term assets in the accompanying condensed consolidated balance sheets. Amortization of debt issuance costs for the three months ended March 29, 2014 and March 30, 2013 was approximately $1.0 million and $0.9 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

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 tax assets that may not be realized in the future.  The Company establishes reserves when, despite our belief that our tax return positions are fully supportable, certain positions could be challenged, and the positions may not be fully sustained.  As a result of the 2013 Ply Gem Prime and Ply Gem Holdings merger, U.S. federal income tax returns will be prepared and filed by Ply Gem Holdings on behalf of itself, Ply Gem Industries, Inc. (“Ply Gem Industries”), and its U.S. subsidiaries.  The Company has executed a tax sharing agreement with Ply Gem Industries and Ply Gem Holdings pursuant to which tax liabilities for each respective party are computed on a stand-alone basis.  The Company along with its U.S. subsidiaries file a consolidated federal income tax return, separate state income tax returns, combined state returns, and unitary state returns. Gienow Canada and Mitten both file separate Canadian federal income tax returns and separate provincial returns.

Environmental

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, Policy [Policy Text Block]

Commitments and Contingencies

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

Foreign Currency

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 loss from foreign currency transactions of approximately $(0.2) million for the three months ended March 29, 2014 and a loss of approximately $(0.03) million for the three months ended March 30, 2013. As of March 29, 2014 and December 31, 2013, accumulated other comprehensive loss included a currency translation adjustment of approximately $(4.7) million and $(2.9) million, respectively.

Derivative Instruments and Hedging Activities Disclosures [Line Items]

Derivatives, Policy [Policy Text Block]

Derivative Financial Instruments

During the three months ended March 29, 2014, the Company entered into a foreign currency zero-cost collar agreement to hedge $36.8 million of its 2014 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 this zero-cost collar agreement as a cash flow hedge. As a cash flow hedge, unrealized gains are recognized as assets while unrealized losses are recognized as liabilities. The zero-cost collar agreement is highly correlated to the changes in foreign currency rates to which the Company is exposed. Unrealized gains and losses on this agreement 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 instrument 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 the derivative contract that are reclassified from accumulated other comprehensive income or loss to current period earnings are included in the line item in which the hedged item is recorded in the same period the forecasted transaction affects earnings. As of March 29, 2014, approximately $0.4 million of the deferred net loss on derivative instruments included in accumulated other comprehensive loss is expected to be reclassified as cost of goods sold during the next twelve months. This expectation is based on the expected timing of the occurrence of the hedged forecasted transactions.

The fair value of the foreign currency zero-cost collar agreement is estimated using industry standard valuation models using market-based observable inputs, including spot rates, forward points, interest rates and volatility inputs (Level 2).

Fair Value Measurement

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. 

Earnings (loss) per common share

Loss per common share

Basic loss per share ("EPS") is computed based upon weighted-average shares outstanding during the period. Dilutive earnings per share is computed consistently with the basic computation while giving effect to all dilutive potential common shares and common share equivalents that were outstanding during the period. Ply Gem Holdings uses the treasury stock method to reflect the potential dilutive effect of unvested stock awards and unexercised options.

The Company was in a net loss position for the three months ended March 29, 2014 and March 30, 2013 and therefore the impact of stock options and unvested restricted stock were excluded from the computation of diluted earnings (loss) per share, as the inclusion of such amounts would be anti-dilutive.

The computation of the dilutive effect of other potential common shares excluded options and unvested restricted stock representing approximately 0.2 million shares of common stock for the three months ended March 29, 2014. Under the treasury stock method, the inclusion of these stock awards would have been anti-dilutive.

Prior to the IPO, the Company issued a total of 48,962,494 shares of common stock in connection with the merger of Ply Gem Prime into Ply Gem Holdings. Therefore, for purposes of EPS, the Company had 48,962,494 shares of common stock outstanding for the three ended March 30, 2013. The Company calculated the amounts as net loss divided by the 48,962,494 shares of common stock outstanding for the three months ended March 30, 2013. Prior to the IPO, all options and unvested restricted shares were instruments that were exercisable into Ply Gem Prime stock. Subsequently, those options and unvested restricted share grants were converted into Ply Gem Holdings instruments and as such will be treated prospectively from the date of the IPO for the calculation of dilutive loss per share.

New accounting pronouncements

New Accounting Pronouncements

There are no new accounting pronouncements issued or effective during the three months ended March 29, 2014 for which the adoption thereof had a material impact on the Company's consolidated financial statements.

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COMPREHENSIVE LOSS (Tables)

3 Months Ended

Mar. 29, 2014

Equity [Abstract]

Schedule of comprehensive loss

Comprehensive income (loss), net of tax is comprised of the following:

(Amounts in thousands)	For the three months ended
	March 29, 2014			March 30, 2013
Net loss	$	(51,578	)	$	(28,107	)
Foreign currency translation adjustment	(4,660		)	(768		)
Unrealized loss on derivative instrument	(357		)	—
Comprehensive loss	$	(56,595	)	$	(28,875	)

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RELATED PARTY TRANSACTIONS (Details) (CI Capital Partners [Member], USD $) In Millions, unless otherwise specified	3 Months Ended
	Mar. 29, 2014	Mar. 30, 2013
CI Capital Partners [Member]
Related Party Transaction [Line Items]
Management fees	$ 0	$ 0.2

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COMPREHENSIVE LOSS (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended
	Mar. 29, 2014	Mar. 30, 2013
Equity [Abstract]
Net income (loss)	$ (51,578)	$ (28,107)
Foreign currency translation adjustment	(4,660)	(768)
Derivative Instruments, Gain (Loss) Recognized in Other Comprehensive Income (Loss), Effective Portion, Net	(357)	0
Total comprehensive income (loss)	$ (56,595)	$ (28,875)

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CONSOLIDATED STATEMENTS OF CASH FLOWS (USD $)	3 Months Ended
	Mar. 29, 2014	Mar. 30, 2013
Cash flows from operating activities:
Net loss	$ (51,578,000)	$ (28,107,000)
Adjustments to reconcile net income (loss) to cash provided by (used in) operating activities:
Depreciation and amortization expense	11,284,000	9,715,000
Business Acquisition, Contingent Consideration [Line Items]
Restructuring Costs	1,259,000	0
Non-cash interest expense, net	4,172,000	2,833,000
Loss (gain) on foreign currency transactions	228,000	33,000
Gains (Losses) on Extinguishment of Debt	21,364,000	0
Stock based compensation	398,000	456,000
Deferred income taxes	(4,867,000)	3,048,000
Tax receivable agreement liability adjustment	4,373,000	0
Increase (decrease) in tax uncertainty, net of valuation allowance	117,000	(206,000)
Other	(157,000)	(8,000)
Changes in operating assets and liabilities:
Accounts receivable, net	(24,792,000)	(21,329,000)
Inventories	(18,811,000)	(22,229,000)
Prepaid expenses and other current assets	(5,517,000)	(511,000)
Accounts payable	(6,433,000)	11,697,000
Accrued expenses	(27,064,000)	(13,235,000)
Cash payments on restructuring liabilities	(2,075,000)	(539,000)
Other	2,811,000	(1,032,000)
Net cash provided by (used in) operating activities	(90,288,000)	(59,414,000)
Cash flows from investing activities:
Capital expenditures	(5,677,000)	(6,665,000)
Proceeds from sale of assets	617,000	11,000
Net cash used in investing activities	(5,060,000)	(6,654,000)
Cash flows from financing activities:
Proceeds from long-term debt	927,850,000	0
Net revolver borrowings (payments)	40,000,000	50,000,000
Payments of long-term debt	(852,000,000)	0
Payment of early call premium	(61,142,000)	0
Proceeds from Stock Options Exercised	1,026,000	0
Debt issuance costs paid	(14,321,000)	(62,000)
Net cash provided by financing activities	41,413,000	49,938,000
Impact of exchange rate movements on cash	(371,000)	98,000
Net increase (decrease) in cash and cash equivalents	(54,306,000)	(16,032,000)
Cash and cash equivalents at the beginning of the period	69,801,000	27,194,000
Cash and cash equivalents at the end of the period	15,495,000	11,162,000
class action settlement [Member]
Business Acquisition, Contingent Consideration [Line Items]
Loss Contingency, Loss in Period	$ 5,000,000	$ 0

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COMPREHENSIVE LOSS

3 Months Ended

Mar. 29, 2014

Equity [Abstract]

COMPREHENSIVE LOSS

COMPREHENSIVE INCOME (LOSS)

Comprehensive income (loss), net of tax is comprised of the following:

(Amounts in thousands)	For the three months ended
	March 29, 2014			March 30, 2013
Net loss	$	(51,578	)	$	(28,107	)
Foreign currency translation adjustment	(4,660		)	(768		)
Unrealized loss on derivative instrument	(357		)	—
Comprehensive loss	$	(56,595	)	$	(28,875	)

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LONG-TERM DEBT (Tables)

3 Months Ended

Mar. 29, 2014

Extinguishment of Debt [Line Items]

Schedule of Extinguishment and Modification of Debt [Table Text Block]

Based on the January 2014 Refinancing, the Company recognized a loss on debt modification or extinguishment of approximately $21.4 million for the three months ended March 29, 2014 as summarized in the table below.

(Amounts in thousands)	For the three months ended
	March 29, 2014		March 30, 2013
Loss on extinguishment of debt:
Tender premium	$	8,493	$	—
8.25% Senior Secured Notes and 9.375% Senior Notes unamortized discount	4,773		—
8.25% Senior Secured Notes and 9.375% Senior Notes unamortized debt issuance costs	2,067		—
Term Loan Facility unamortized discount	255		—
	15,588		—
Loss on modification of debt:
Third party fees for 8.25% Senior Secured Notes and 9.375% Senior Notes	302		—
Third party fees for 6.50% Senior Notes and Term Loan Facility	5,474		—
	5,776		—
Total loss on modification or extinguishment of debt	$	21,364	$	—

Schedule of Long-term Debt Instruments

Long-term debt in the accompanying condensed consolidated balance sheets at March 29, 2014 and December 31, 2013 consists of the following:

(Amounts in thousands)
	March 29, 2014		December 31, 2013
Senior secured asset based revolving credit facility	$	40,000	$	—
Term Loan due 2021, net of unamortized early tender premium
and discount of $37,132 and $0, respectively	392,868		—
6.50% Senior notes due 2022, net of unamortized early tender premium
and discount of $44,475 and $0, respectively	455,525		—
8.25% Senior secured notes due 2018, net of unamortized early
tender premium and discount of $0 and $30,426, respectively	—		725,574
9.375% Senior notes due 2017, net of
unamortized discount of $0 and $4,546, respectively	—		91,454
	$	888,393	$	817,028

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ACQUSITIONS (Details) (USD $)	3 Months Ended
	Mar. 29, 2014	Mar. 30, 2013	May 31, 2013 Mitten [Member]	Apr. 09, 2013 Gienow [Member]	May 31, 2013 Inventory [Member] Mitten [Member]	Apr. 09, 2013 Inventory [Member] Gienow [Member]	May 31, 2013 Accounts Receivable [Member] Mitten [Member]	Apr. 09, 2013 Accounts Receivable [Member] Gienow [Member]	May 31, 2013 Other Current Assets [Member] Mitten [Member]	Apr. 09, 2013 Other Current Assets [Member] Gienow [Member]	May 31, 2013 Property, Plant and Equipment, Other Types [Member] Mitten [Member]	Apr. 09, 2013 Property, Plant and Equipment, Other Types [Member] Gienow [Member]	Apr. 09, 2013 deferred tax asset [Member] Gienow [Member]	May 31, 2013 Other Assets [Member] Mitten [Member]	May 31, 2013 Other Intangible Assets [Member] Mitten [Member]	Apr. 09, 2013 Other Intangible Assets [Member] Gienow [Member]	May 31, 2013 Goodwill [Member] Mitten [Member]	Apr. 09, 2013 Goodwill [Member] Gienow [Member]	May 31, 2013 Accounts Payable [Member] Mitten [Member]	Apr. 09, 2013 Accounts Payable [Member] Gienow [Member]	Apr. 09, 2013 Other Liabilities [Member] Gienow [Member]	May 31, 2013 Deferred Income Tax Charges [Member] Mitten [Member]
Business Acquisition [Line Items]
Consideration paid in acquisition			$ 76,820,000	$ 20,380,000	$ 22,592,000	$ 6,814,000	$ 18,393,000	$ 11,714,000	$ 904,000	$ 1,118,000	$ 9,279,000	$ 4,746,000	$ 2,657,000	$ 1,439,000	$ 35,400,000	$ 1,083,000	$ 26,098,000	$ 3,717,000	$ (27,499,000)	$ (10,041,000)	$ (1,428,000)	$ (9,786,000)
Net sales	269,465,000	257,097,000
Net income (loss)	$ (51,578,000)	$ (28,107,000)

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GUARANTOR/NON-GUARANTOR FINANCIAL INFORMATION

3 Months Ended

Mar. 29, 2014

GUARANTOR / NON GUARANTOR FINANCIAL INFORMATION [Abstract]

GUARANTOR / NON-GUARANTOR FINANCIAL INFORMATION

15.   GUARANTOR/NON-GUARANTOR

The 6.50% Senior Notes were issued by our direct 100% owned subsidiary, Ply Gem Industries, and are fully and unconditionally guaranteed on a joint and several basis by the Company and certain of Ply Gem Industries’ 100% owned subsidiaries.  Accordingly, the following guarantor and non-guarantor information is presented as of March 29, 2014 and December 31, 2013, and for the three ended March 29, 2014 and March 30, 2013.  The non-guarantor information presented represents our Canadian subsidiaries: Gienow Canada and Mitten.

PLY GEM HOLDINGS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)
For the three months ended March 29, 2014
	Guarantor			Issuer						Non-
	Ply Gem			Ply Gem			Guarantor			Guarantor			Consolidating
(Amounts in thousands)	Holdings, Inc.			Industries, Inc.			Subsidiaries			Subsidiaries			Adjustments			Consolidated
Net sales	$	—		$	—		$	222,068		$	47,397		$	—		$	269,465
Cost of products sold	—			—			191,320			38,332			—			229,652
Gross profit	—			—			30,748			9,065			—			39,813
Operating expenses:
Selling, general and
administrative expenses	—			5,960			32,763			15,357			—			54,080
Intercompany administrative
charges	—			—			4,189			1,831			(6,020		)	—
Amortization of intangible assets	—			—			4,041			1,281			—			5,322
Total operating expenses	—			5,960			40,993			18,469			(6,020		)	59,402
Operating loss	—			(5,960		)	(10,245		)	(9,404		)	6,020			(19,589		)
Foreign currency loss	—			—			—			(228		)	—			(228		)
Intercompany interest	—			18,676			(17,571		)	(1,105		)	—			—
Interest expense	—			(18,506		)	(11		)	(1		)	—			(18,518		)
Interest income	—			1			8			15			—			24
Tax receivable agreement liability adjustment	—			(4,373		)	—			—			—			(4,373		)
Loss on modification or
extinguishment of debt	—			(21,364		)	—			—			—			(21,364		)
Intercompany administrative income	—			6,020			—			—			(6,020		)	—
Loss before equity in
subsidiaries' loss	—			(25,506		)	(27,819		)	(10,723		)	—			(64,048		)
Equity in subsidiaries' loss	(51,578		)	(26,072		)	—			—			77,650			—
Loss before benefit for income taxes	(51,578		)	(51,578		)	(27,819		)	(10,723		)	77,650			(64,048		)
Benefit for income taxes	—			—			(8,629		)	(3,841		)	—			(12,470		)
Net loss	$	(51,578	)	$	(51,578	)	$	(19,190	)	$	(6,882	)	$	77,650		$	(51,578	)
Other comprehensive income (loss):
Foreign currency translation adjustments	—			—			—			(4,660		)	—			(4,660		)
Unrealized loss on derivative instrument	—			—			—			(357		)	—			(357		)
Total comprehensive loss	$	(51,578	)	$	(51,578	)	$	(19,190	)	$	(11,899	)	$	77,650		$	(56,595	)

PLY GEM HOLDINGS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)
For the three months ended March 30, 2013
	Guarantor			Issuer						Non-
	Ply Gem			Ply Gem			Guarantor			Guarantor			Consolidating
(Amounts in thousands)	Holdings, Inc.			Industries, Inc.			Subsidiaries			Subsidiary			Adjustments			Consolidated
Net sales	$	—		$	—		$	242,683		$	14,414		$	—		$	257,097
Cost of products sold	—			—			203,890			11,361			—			215,251
Gross profit	—			—			38,793			3,053			—			41,846
Operating expenses:
Selling, general and
administrative expenses	—			5,590			28,727			3,899			—			38,216
Intercompany administrative
charges	—			—			5,969			2,069			(8,038		)	—
Amortization of intangible assets	—			—			4,202			—			—			4,202
Total operating expenses	—			5,590			38,898			5,968			(8,038		)	42,418
Operating loss	—			(5,590		)	(105		)	(2,915		)	8,038			(572		)
Foreign currency loss	—			—			—			(33		)	—			(33		)
Intercompany interest	—			21,075			(21,075		)	—			—			—
Interest expense	—			(23,657		)	(11		)	—			—			(23,668		)
Interest income	—			1			3			11			—			15
Intercompany administrative income	—			8,038			—			—			(8,038		)	—
Loss before equity in
subsidiaries' loss	—			(133		)	(21,188		)	(2,937		)	—			(24,258		)
Equity in subsidiaries' loss	(28,107		)	(27,974		)	—			—			56,081			—
Loss before provision
(benefit) for income taxes	(28,107		)	(28,107		)	(21,188		)	(2,937		)	56,081			(24,258		)
Provision (benefit) for income taxes	—			—			4,644			(795		)	—			3,849
Net loss	$	(28,107	)	$	(28,107	)	$	(25,832	)	$	(2,142	)	$	56,081		$	(28,107	)
Other comprehensive income (loss):
Foreign currency translation adjustments	—			—			—			(768		)	—			(768		)
Total comprehensive loss	$	(28,107	)	$	(28,107	)	$	(25,832	)	$	(2,910	)	$	56,081		$	(28,875	)

PLY GEM HOLDINGS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATING BALANCE SHEET
As of March 29, 2014
(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	$	—		$	17,719		$	(7,345	)	$	5,121		$	—		$	15,495
Accounts receivable, net	—			—			131,685			31,894			—			163,579
Inventories:
Raw materials	—			—			42,883			12,398			—			55,281
Work in process	—			—			24,231			1,188			—			25,419
Finished goods	—			—			52,910			19,442			—			72,352
Total inventory	—			—			120,024			33,028			—			153,052
Prepaid expenses and other
current assets	—			597			17,180			9,698			—			27,475
Deferred income taxes	—			—			7,081			510			—			7,591
Total current assets	—			18,316			268,625			80,251			—			367,192
Investments in subsidiaries	(107,171		)	(174,322		)	—			—			281,493			—
Property and Equipment, at cost:
Land	—			—			3,565			925			—			4,490
Buildings and improvements	—			—			38,281			5,105			—			43,386
Machinery and equipment	—			3,787			304,321			16,448			—			324,556
	—			3,787			346,167			22,478			—			372,432
Less accumulated depreciation	—			(1,522		)	(254,311		)	(6,366		)	—			(262,199		)
Total property and equipment, net	—			2,265			91,856			16,112			—			110,233
Other Assets:
Intangible assets, net	—			—			73,983			29,563			—			103,546
Goodwill	—			—			383,042			35,445			—			418,487
Deferred income taxes	—			—			—			5,027			—			5,027
Intercompany note receivable	—			949,305			—			—			(949,305		)	—
Other	—			26,909			2,291			—			—			29,200
Total other assets	—			976,214			459,316			70,035			(949,305		)	556,260
	$	(107,171	)	$	822,473		$	819,797		$	166,398		$	(667,812	)	$	1,033,685
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
Current Liabilities:
Accounts payable	$	—		$	584		$	58,191		$	18,456		$	—		$	77,231
Accrued expenses	—			14,214			57,146			19,221			—			90,581
Total current liabilities	—			14,798			115,337			37,677			—			167,812
Deferred income taxes	—			—			8,774			7,799			—			16,573
Intercompany note payable	—			—			850,295			99,010			(949,305		)	—
Payable to related parties pursuant to
tax receivable agreement	—			15,996			—			—			—			15,996
Other long-term liabilities	—			10,457			37,404			4,221			—			52,082
Long-term debt	—			888,393			—			—			—			888,393
Commitments and contingencies
Stockholders' Equity (Deficit):
Preferred stock	—			—			—			—			—			—
Common stock	678			678			—			—			(678		)	678
Additional paid-in-capital	743,209			743,209			506,386			13,066			(1,262,661		)	743,209
(Accumulated deficit) retained earnings	(842,821		)	(842,821		)	(698,399		)	9,285			1,531,935			(842,821		)
Accumulated other
comprehensive loss	(8,237		)	(8,237		)	—			(4,660		)	12,897			(8,237		)
Total stockholders' (deficit) equity	(107,171		)	(107,171		)	(192,013		)	17,691			281,493			(107,171		)
	$	(107,171	)	$	822,473		$	819,797		$	166,398		$	(667,812	)	$	1,033,685

PLY GEM HOLDINGS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATING BALANCE SHEET
As of December 31, 2013
	Guarantor			Issuer						Non-
	Ply Gem			Ply Gem			Guarantor			Guarantor			Consolidating
(Amounts in thousands)	Holdings, Inc.			Industries, Inc.			Subsidiaries			Subsidiary			Adjustments			Consolidated
ASSETS
Current Assets:
Cash and cash equivalents	$	—		$	57,800		$	(4,970	)	$	16,971		$	—		$	69,801
Accounts receivable, net	—			—			110,475			29,587			—			140,062
Inventories:
Raw materials	—			—			41,593			9,720			—			51,313
Work in process	—			—			22,781			1,036			—			23,817
Finished goods	—			—			42,751			17,589			—			60,340
Total inventory	—			—			107,125			28,345			—			135,470
Prepaid expenses and other
current assets	—			613			17,270			5,331			—			23,214
Deferred income taxes	—			—			2,825			353			—			3,178
Total current assets	—			58,413			232,725			80,587			—			371,725
Investments in subsidiaries	(51,996		)	(229,668		)	—			—			281,664			—
Property and Equipment, at cost:
Land	—			—			3,565			963			—			4,528
Buildings and improvements	—			—			38,059			5,632			—			43,691
Machinery and equipment	—			3,275			300,089			18,250			—			321,614
	—			3,275			341,713			24,845			—			369,833
Less accumulated depreciation	—			(1,385		)	(249,344		)	(7,457		)	—			(258,186		)
Total property and equipment, net	—			1,890			92,369			17,388			—			111,647
Other Assets:
Intangible assets, net	—			—			77,968			32,044			—			110,012
Goodwill	—			—			383,042			37,186			—			420,228
Deferred income taxes	—			—			—			5,406			—			5,406
Intercompany note receivable	—			958,631			—			—			(958,631		)	—
Other	—			20,907			2,326			—			—			23,233
Total other assets	—			979,538			463,336			74,636			(958,631		)	558,879
	$	(51,996	)	$	810,173		$	788,430		$	172,611		$	(676,967	)	$	1,042,251
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
Current Liabilities:
Accounts payable	$	—		$	601		$	66,847		$	15,533		$	—		$	82,981
Accrued expenses	—			31,056			62,120			19,764			—			112,940
Total current liabilities	—			31,657			128,967			35,297			—			195,921
Deferred income taxes	—			—			9,005			8,110			—			17,115
Intercompany note payable	—			—			859,768			98,863			(958,631		)	—
Payable to related parties pursuant to
tax receivable agreement	—			11,623			—			—			—			11,623
Other long-term liabilities	—			1,861			46,315			4,384			—			52,560
Long-term debt	—			817,028			—			—			—			817,028
Commitments and contingencies
Stockholders' Equity (Deficit):
Preferred stock	—			—			—			—			—			—
Common stock	672			672			—			—			(672		)	672
Additional paid-in-capital	741,789			741,789			423,584			12,727			(1,178,100		)	741,789
(Accumulated deficit) retained earnings	(791,243		)	(791,243		)	(679,209		)	16,167			1,454,285			(791,243		)
Accumulated other
comprehensive income (loss)	(3,214		)	(3,214		)	—			(2,937		)	6,151			(3,214		)
Total stockholders' (deficit) equity	(51,996		)	(51,996		)	(255,625		)	25,957			281,664			(51,996		)
	$	(51,996	)	$	810,173		$	788,430		$	172,611		$	(676,967	)	$	1,042,251

PLY GEM HOLDINGS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS
For the three months ended March 29, 2014
(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 loss	$	(51,578	)	$	(51,578	)	$	(19,190	)	$	(6,882	)	$	77,650		$	(51,578	)
Adjustments to reconcile net loss
to cash used in operating activities:
Depreciation and amortization expense	—			137			8,851			2,296			—			11,284
Non-cash restructuring costs	—			—			—			1,259			—			1,259
Non-cash interest expense, net	—			4,172			—			—			—			4,172
Loss on foreign currency transactions	—			—			—			228			—			228
Non-cash litigation expense	—			—			5,000			—			—			5,000
Loss on modification or extinguishment of debt	—			21,364			—			—			—			21,364
Stock based compensation	—			398			—			—			—			398
Deferred income taxes	—			—			(4,488		)	(379		)	—			(4,867		)
Tax receivable agreement liability adjustment	—			4,373			—			—			—			4,373
Increase in tax uncertainty,
net of valuation allowance	—			—			117			—			—			117
Equity in subsidiaries' net loss	51,578			26,072			—			—			(77,650		)	—
Other	—			—			(19		)	(138		)	—			(157		)
Changes in operating assets and liabilities:
Accounts receivable, net	—			—			(21,210		)	(3,582		)	—			(24,792		)
Inventories	—			—			(12,899		)	(5,912		)	—			(18,811		)
Prepaid expenses and other assets	—			(87		)	(756		)	(4,674		)	—			(5,517		)
Accounts payable	—			(17		)	(8,774		)	2,358			—			(6,433		)
Accrued expenses	—			(14,061		)	(11,720		)	(1,283		)	—			(27,064		)
Cash payments on restructuring liabilities	—			—			(167		)	(1,908		)	—			(2,075		)
Other	—			(3		)	30			2,784			—			2,811
Net cash used in
operating activities	—			(9,230		)	(65,225		)	(15,833		)	—			(90,288		)
Cash flows from investing activities:
Capital expenditures	—			(512		)	(4,525		)	(640		)	—			(5,677		)
Proceeds from sale of assets	—			—			24			593			—			617
Net cash used in
investing activities	—			(512		)	(4,501		)	(47		)	—			(5,060		)
Cash flows from financing activities:
Proceeds from long-term debt	—			927,850			—			—			—			927,850
Net revolver borrowings (payments)	—			40,000			—			—			—			40,000
Payments on long-term debt	—			(852,000		)	—			—			—			(852,000		)
Payment of tender and early call premiums	—			(61,142		)	—			—			—			(61,142		)
Proceeds from exercises of employee stock options	—			1,026			—			—			—			1,026
Proceeds from intercompany
investment	—			(71,752		)	67,351			4,401			—			—
Debt issuance costs paid	—			(14,321		)	—			—			—			(14,321		)
Net cash provided by (used in)
financing activities	—			(30,339		)	67,351			4,401			—			41,413
Impact of exchange rate movements on cash	—			—			—			(371		)	—			(371		)
Net decrease in cash
and cash equivalents	—			(40,081		)	(2,375		)	(11,850		)	—			(54,306		)
Cash and cash equivalents at the
beginning of the period	—			57,800			(4,970		)	16,971			—			69,801
Cash and cash equivalents at the end
of the period	$	—		$	17,719		$	(7,345	)	$	5,121		$	—		$	15,495

PLY GEM HOLDINGS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS
For the three months ended March 30, 2013
(Amounts in thousands)	Guarantor			Issuer						Non-
	Ply Gem			Ply Gem			Guarantor			Guarantor			Consolidating
	Holdings, Inc.			Industries, Inc.			Subsidiaries			Subsidiary			Adjustments			Consolidated
Cash flows from operating activities:
Net loss	$	(28,107	)	$	(28,107	)	$	(25,832	)	$	(2,142	)	$	56,081		$	(28,107	)
Adjustments to reconcile net loss
to cash used in operating activities:
Depreciation and amortization expense	—			63			9,283			369			—			9,715
Non-cash interest expense, net	—			2,833			—			—			—			2,833
Loss on foreign currency transactions	—			—			—			33			—			33
Stock based compensation	—			456			—			—			—			456
Deferred income taxes	—			—			2,948			100			—			3,048
Reduction in tax uncertainty,
net of valuation allowance	—			—			(206		)	—			—			(206		)
Equity in subsidiaries' net loss	28,107			27,974			—			—			(56,081		)	—
Other	—			—			(8		)	—			—			(8		)
Changes in operating assets and liabilities:
Accounts receivable, net	—			—			(20,146		)	(1,183		)	—			(21,329		)
Inventories	—			—			(22,625		)	396			—			(22,229		)
Prepaid expenses and other
current assets	—			(743		)	1,117			(885		)	—			(511		)
Accounts payable	—			90			11,845			(238		)	—			11,697
Accrued expenses	—			(16,253		)	2,728			290			—			(13,235		)
Cash payments on restructuring liabilities	—			—			(539		)	—			—			(539		)
Other	—			—			(34		)	(998		)	—			(1,032		)
Net cash used in
operating activities	—			(13,687		)	(41,469		)	(4,258		)	—			(59,414		)
Cash flows from investing activities:
Capital expenditures	—			(352		)	(6,210		)	(103		)	—			(6,665		)
Proceeds from sale of assets	—			—			11			—			—			11
Net cash used in
investing activities	—			(352		)	(6,199		)	(103		)	—			(6,654		)
Cash flows from financing activities:
Net revolver payments	—			50,000			—			—			—			50,000
Proceeds from intercompany
investment	—			(45,790		)	45,790			—			—			—
Debt issuance costs paid	—			(62		)	—			—			—			(62		)
Net cash provided by
financing activities	—			4,148			45,790			—			—			49,938
Impact of exchange rate movement
on cash	—			—			—			98			—			98
Net decrease in cash
and cash equivalents	—			(9,891		)	(1,878		)	(4,263		)	—			(16,032		)
Cash and cash equivalents at the
beginning of the period	—			23,332			(4,307		)	8,169			—			27,194
Cash and cash equivalents at the end
of the period	$	—		$	13,441		$	(6,185	)	$	3,906		$	—		$	11,162