8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): November 11, 2021

PGT Innovations, Inc.

(Exact name of Registrant as Specified in Its Charter)

Delaware	001-37971	20-0634715
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)
1070 Technology Drive, North Venice, FL		34275
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s Telephone Number, Including Area Code: (941) 480-1600

Not Applicable

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

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, Par Value $0.01 Per Share	PGTI	New York Stock Exchange, Inc.

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

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

-1-

ITEM 2.02. Results of Operations and Financial Condition

On November 11, 2021, PGT Innovations, Inc. (the “Company”) issued a press release announcing its financial results for its third quarter and first nine months ended October 2, 2021. The press release is furnished as Exhibits 99.1 to this Current Report on Form 8-K.

ITEM 7.01. Regulation FD Disclosure

Also, on November 11, 2021, the Company posted an earnings presentation on its investor relations website at http://ir.pgtinnovations.com. The earnings presentation is was made available in connection with the Company’s earnings conference call and audio webcast on November 11, 2021 at 10:30 a.m. E.T. The earnings presentation is furnished as Exhibit 99.2 to this Current Report on Form 8-K. The information on the Company’s investor relations website is not incorporated by reference into this Form 8-K.

The information furnished in this Form 8-K, as well as Exhibit 99.1 and Exhibit 99.2 referenced herein, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”), nor shall they be deemed incorporated by reference in any filing under the Securities Act of 1933, or the Exchange Act, except as expressly set forth in such a filing.

ITEM 9.01. Financial Statements and Exhibits

(d)	Exhibits
Exhibit No.		Description
99.1		Press release of PGT Innovations, Inc., dated November 11, 2021
#ERROR! Can't render LINK 9dfdfe63-a498-49af-8203-4b77479e2a35 object		#ERROR! Can't render LINK 70ac99b2-8170-4faf-b13e-cc86c1bf6837 object
104		Cover Page Interactive Date File - the cover page XBRL tags are embedded within the Inline XBRL document

-2-

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 hereunto duly authorized.

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 hereunto duly authorized.

PGT INNOVATIONS, INC.

By: /s/ Brad West

Name: Brad West

Title: Interim Chief Financial Officer and Senior Vice President

      of Corporate Development and Treasurer

Dated: November 12, 2021

-3-

EX-99.1

EXHIBIT 99.1

 

NEWS RELEASE

PGTI Reports 2021 Third Quarter Results

and Maintains Fiscal 2021 Guidance

VENICE, Fla., November 11, 2021 – PGT Innovations, Inc. (NYSE: PGTI), a national leader in premium windows and doors, including impact-resistant products and products designed to unify indoor/outdoor living spaces, today announced financial results for its third quarter ended October 2, 2021.

Financial Highlights for Third Quarter 2021 compared to Third Quarter 2020

●Net sales increased 26 percent, to $300 million, which includes $25 million from consolidation of Eco Enterprises (f/k/a Eco Windows Systems)

●Gross profit increased 20 percent, to $104 million

●Net loss attributable to common shareholders was $0.11 per diluted share, driven primarily by pre-tax debt extinguishment costs totaling $25.5 million

●Adjusted net income was $0.26 per diluted share

●Adjusted EBITDA was $43 million

Full-Year 2021 Guidance (includes results for Eco from date of acquisition at 100% of its sales)

●Net sales expected in the range of $1.10 billion to $1.20 billion

●Adjusted EBITDA expected in the range of $160 million to $190 million

“Our ongoing efforts to increase manufacturing capacity have enabled us to meet strong demand across our key markets. With organic growth of 14 percent combined with the contribution of Eco Enterprises, we achieved a 26 percent growth in sales for the third quarter compared to last year's third quarter,” said Jeff Jackson, President and Chief Executive Officer. “In response to the continued strength in the housing market, over the past year we have taken steps to increase hiring and employee training, implement manufacturing improvements, and secure our supply of key inputs such as glass and aluminum. We expect these investments to enable further growth as U.S. economic strength continues.”

“To offset the increased costs for raw materials and labor, we took a number of pricing actions earlier in the year which are beginning to take hold, and announced an additional price increase in October," Jackson continued. "Sales and margins improved

1

sequentially from the second quarter, and with more realized pricing we anticipate further margin improvement in the fourth quarter and heading into 2022.”

“As our company continues to grow, we are excited to have recently named Eric Kowalewski as Executive Vice President of Florida Operations," added Jackson. "We believe Eric’s experience developing high-performance teams and global supply chains as well as leading multi-site manufacturing locations will drive further improvement of operations and integration of businesses.”

“Subsequent to the end of the third quarter, we completed the acquisition of Anlin Windows & Doors, a widely regarded brand of vinyl replacement windows and doors in our western region. We believe Anlin will be a great fit with our existing Western Window Systems brand, which is a leading provider of aluminum products for the new home construction market. The acquisition allows us to serve both markets with a broad product portfolio and expanded sales network,” concluded Jackson.

“During the quarter, we completed a private offering of $575 million of 4.375% senior notes due in 2029,” said Brad West, Senior Vice President and Interim Chief Financial Officer. “The notes were offered to refinance our existing notes at a 2.375% reduction in interest rate, repay borrowings under our existing term loan facility, and together with borrowings under the Company’s credit agreement, the purchase price of Anlin. The debt refinancing will reduce our annual interest expense going forward.”

“With our positive outlook for the fourth quarter, we are maintaining our full-year guidance for 2021, including net sales in the range of $1.10 billion to $1.20 billion, and adjusted EBITDA in the range of $160 million to $190 million,” concluded West.

2021 Guidance

	Prior 2021 Guidance* (as of 08/12/2021)		2021 Guidance* (unchanged as of 11/11/2021)
Net sales (in billions)	$1.10	$1.20		$1.10	$1.20
% growth	25%	36%		25%	36%
EBITDA (in millions)	$160	$190		$160	$190
% growth	7%	27%		7%	27%
* 2021 guidance includes Eco at 100% contribution for the post-acquisition period.

Conference Call

PGT Innovations will host a conference call today at 10:30 a.m. The conference call will be available at the same time through the Investor Relations section of the PGT Innovations, Inc. website, http://ir.pgtinnovations.com/events.cfm.

To participate in the teleconference, kindly dial into the call about 10 minutes before the start time: 833-316-0547 (U.S. toll-free) and 412-317-5728 (International). A replay of the call will be available within approximately one hour after the scheduled end of the call on November 11, 2021, through approximately 12:30 p.m. on November 18, 2021.

2

To access the replay, dial 877-344-7529 (U.S. Only toll-free), 855-669-9658 (Canada Only toll-free) and 412-317-0088 (International) and refer to pass code 10160865. Other international replay dial-in numbers can be obtained at:

https://services.choruscall.com/ccforms/replay.html.

You may join the conference online by using the following link:https://services.choruscall.com/links/pgti2111114kU3gJ9W.html.

The webcast will also be available through the Investor Relations section of the PGT Innovations, Inc. website:

http://ir.pgtinnovations.com/events.cfm.

3

About PGT Innovations, Inc.

PGT Innovations manufactures and supplies premium windows and doors. Their highly engineered and technically advanced products can withstand some of the toughest weather conditions on earth and are revolutionizing the way people live by unifying indoor and outdoor living spaces. PGT Innovations creates value through deep customer relationships, understanding the unstated needs of the markets it serves and a drive to develop category-defining products. PGT Innovations is also the nation’s largest manufacturer of impact-resistant windows and doors, holds the leadership position in its primary market, and is part of the S&P SmallCap 400 Index.

The PGT Innovations’ family of brands include PGT® Custom Windows & Doors, CGI®, CGI Commercial®, WinDoor®, Western Window Systems®, NewSouth Window Solutions®, Eco Enterprises®, and Anlin Windows & Doors®. The company’s brands, in their respective markets, are a preferred choice of architects, builders and homeowners throughout North America and the Caribbean. Their high-quality products are available in custom and standard sizes with massive dimensions that allow for unlimited design possibilities in residential, multi-family and commercial projects. For additional information, visit www.pgtinnovations.com.

Forward-Looking Statements

This press release contains “forward-looking statements” within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. Forward-looking statements can be identified by words such as: “assume,” “believe,” “could,” “estimate,” “expect,” “guidance,” “intend,” “many,” “positioned,” “potential,” “project,” “think,” “should,” “target,” “will,” “would” and similar references to future periods. Examples of forward-looking statements include, among others, statements we make regarding our acquisition of Anlin; pricing actions benefiting margins; improvement of our operations and business integration; and our Sales and EBITDA guidance.

Forward-looking statements are neither historical facts nor assurances of future performance. Instead, they are based only on current beliefs, expectations and assumptions regarding the future of our business, future plans and strategies, projections, anticipated events and trends, the economy and other future conditions. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict and many of which are outside of our control. Our actual results and financial condition may differ materially from those indicated in the forward-looking statements. Therefore, you should not rely on any of these forward-looking statements. Important factors that could cause our actual results and financial condition to differ materially from those indicated in the forward-looking statements include, among others, the following:

4

•the impact of the COVID-19 pandemic and related measures taken by governmental or regulatory authorities to combat the pandemic, including the impact of the pandemic and these measures on the economies and demand for our products in the states where we sell them, and on our customers, suppliers, labor force, business, operations and financial performance;

•unpredictable weather and macroeconomic factors that may negatively impact the repair and remodel and new construction markets and the construction industry generally, especially in the state of Florida and the western United States, where the substantial portion of our sales are currently generated, and in the U.S. generally;

•changes in raw material prices, especially for aluminum, glass and vinyl, including, price increases due to the implementation of tariffs and other trade-related restrictions or pandemic-related supply chain interruptions;

•our dependence on a limited number of suppliers for certain of our key materials;

•our dependence on our impact-resistant product lines, which increased with our acquisition of a 75% ownership stake in Eco Enterprises and its related companies (collectively, the “Eco Acquisition”), and contemporary indoor/outdoor window and door systems, and on consumer preferences for those types and styles of products;

•the effects of increased expenses or unanticipated liabilities incurred as a result of, or due to activities related to our recent acquisitions, including Anlin and our Eco Acquisition;

•our level of indebtedness;

•increases in bad debt owed to us by our customers in the event of a downturn in the home repair and remodel or new home construction channels in our core markets and our inability to collect such debt;

•the risks that the anticipated cost savings, synergies, revenue enhancement strategies and other benefits expected from our acquisition of NewSouth and from our Eco Acquisition, may not be fully realized or may take longer to realize than expected or that our actual integration costs may exceed our estimates;

•increases in transportation costs, including increases in fuel prices;

•our dependence on our limited number of geographically concentrated manufacturing facilities, which increased further due to our Eco Acquisition;

•sales fluctuations to and changes in our relationships with key customers;

•federal, state and local laws and regulations, including unfavorable changes in local building codes and environmental and energy code regulations;

•risks associated with our information technology systems, including cybersecurity-related risks, such as unauthorized intrusions into our systems by “hackers” and theft of data and information from our systems, and the risks that our information technology systems do not function as intended or experience temporary or long-term failures to perform as intended;

•product liability and warranty claims brought against us;

•in addition to our acquisition of Anlin, and our Eco Acquisition, our ability to successfully integrate businesses we may acquire in the future, or that any business we acquire may not perform as we expected at the time we acquired it; and

•the other risks and uncertainties discussed under “Risk Factors” in Part I, Item 1A of our Annual Report on Form 10-K for the year ended January 2, 2021 and our other filings with the Securities and Exchange Commission.

5

Any forward-looking statement made by us in this press release is based only on information currently available to us and speaks only as of the date on which it is made. Except to the extent required by law, we expressly disclaim any obligation to publicly update or revise any forward-looking statement contained herein to reflect any change in the Company’s expectations with regard to any change in events, conditions, or circumstances on which any statement is based.

Use of Non-GAAP Financial Measures

This press release and the financial schedules include financial measures and terms not calculated in accordance with U.S. generally accepted accounting principles (GAAP). A non-GAAP financial measure is generally defined as one that purports to measure historical or future financial performance, financial position, or cash flows, but excludes or includes amounts that would not be so excluded or included in the most comparable U.S. GAAP measure. Management believes that presentation of non-GAAP measures such as Adjusted net income, Adjusted net income per share, and Adjusted EBITDA provides investors and analysts with an alternative method for assessing our operating results in a manner that enables investors and analysts to more thoroughly evaluate our current performance compared to past performance. Management also believes these non-GAAP measures provide investors with a useful baseline for assessing our future earnings potential. The non-GAAP measures included in this press release are provided to give investors access to types of measures that we use in analyzing our results, and for internal planning and forecasting purposes. These non-GAAP financial measures, which may not be comparable to similarly titled measures reported by other companies, should not be considered in isolation from or as a substitute for the related U.S. GAAP measures and should be read together with financial information presented on a U.S. GAAP basis. The Company defines its non-GAAP measures as follows:

Adjusted net income consists of GAAP net income adjusted for the items included in the accompanying reconciliation. Adjusted net income per share consists of GAAP net income per share adjusted for the items included in the accompanying reconciliation.

Adjusted EBITDA consists of net income, adjusted for the items included in the accompanying reconciliation. We believe that Adjusted EBITDA provides useful information to investors and analysts about the Company's performance because they eliminate the effects of period-to-period changes in taxes, costs associated with capital investments and interest expense. Adjusted EBITDA does not give effect to the cash the Company must use to service its debt or pay its income taxes and thus does not reflect the actual funds generated from operations or available for capital investments.

Schedules that reconcile Adjusted net income, Adjusted net income per share, and Adjusted EBITDA to GAAP net income are included in the financial schedules accompanying this release.

6

Adjusted EBITDA as used in the calculation of the net debt-to-Adjusted EBITDA ratio, consists of our Adjusted EBITDA as described above, but for the trailing twelve-month period, adjusted pursuant to the covenants contained in the 2016 Credit Agreement due 2022.

SOURCE: PGT Innovations, Inc.

PGT Innovations Contacts:

Investor Relations: Media Relations:

Brad West, 941-480-1600 Stephanie Cz, 941-480-1600

Senior Vice President and Interim CFO Corporate Communications Manager

BWest@PGTInnovations.com

7

PGT INNOVATIONS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(unaudited - in thousands, except per share amounts)
	Three Months Ended					Nine Months Ended
	October 2,			October 3,		October 2,			October 3,
	2021			2020		2021			2020
Net sales	$	300,431		$	238,033	$	857,023		$	661,020
Cost of sales		196,228			151,097		561,849			418,494
Gross profit		104,203			86,936		295,174			242,526
Selling, general and administrative expenses		78,595			56,659		224,106			164,848
Impairment of trade name		—			—		—			8,000
Restructuring costs and charges		—			321		—			4,227
Income from operations		25,608			29,956		71,068			65,451
Interest expense, net		7,686			6,954		22,968			20,979
Debt extinguishment costs		25,472			—		25,472			—
Income (loss) before income taxes		(7,550	)		23,002		22,628			44,472
Income tax expense (benefit)		(2,410	)		5,680		4,260			9,351
Net income (loss)		(5,140	)		17,322		18,368			35,121
Less: Net income attributable to redeemable    non-controlling interest		(677	)		—		(1,656	)		—
Net income (loss) attributable to the Company	$	(5,817	)	$	17,322	$	16,712		$	35,121
Calculation of net income per common share   attributable to PGT Innovations, Inc.   common shareholders:
Net income (loss) attributable to the Company	$	(5,817	)	$	17,322	$	16,712		$	35,121
Change in redemption value of redeemable    non-controlling interest		(965	)		—		(4,528	)		—
Net income (loss) attributable to PGT Innovations,    Inc. common shareholders	$	(6,782	)	$	17,322	$	12,184		$	35,121
Net income (loss) per common share attributable to    PGT Innovations, Inc. common shareholders:
Basic	$	(0.11	)	$	0.29	$	0.20		$	0.60
Diluted	$	(0.11	)	$	0.29	$	0.20		$	0.59
Weighted average number of common shares outstanding:
Basic		59,590			58,963		59,475			58,858
Diluted		59,590			59,442		60,035			59,291

8

PGT INNOVATIONS, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(unaudited - in thousands)
	October 2,		January 2,
	2021		2021
ASSETS
Current assets:
Cash and cash equivalents	$	114,718	$	100,320
Accounts receivable, net		142,744		92,844
Inventories		79,249		60,317
Contract assets, net		54,004		28,723
Prepaid expenses and other current assets		40,932		19,468
Total current assets		431,647		301,672
Property, plant and equipment, net		162,557		135,155
Operating lease right-of-use asset, net		76,883		38,567
Intangible assets, net		319,433		256,507
Goodwill		362,025		329,695
Other assets, net		3,724		925
Total assets	$	1,356,269	$	1,062,521
LIABILITIES, REDEEMABLE NON-CONTROLLING INTEREST,
AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable and accrued expenses	$	116,244	$	84,344
Current portion of operating lease liability		11,227		6,132
Total current liabilities		127,471		90,476
Long-term debt, less current portion		565,665		412,098
Operating lease liability, less current portion		71,096		35,130
Deferred income taxes, net		31,135		28,329
Other liabilities		9,410		11,354
Total liabilities		804,777		577,387
Redeemable non-controlling interest		34,648		—
Total shareholders' equity		516,844		485,134
Total liabilities, redeemable non-controlling interest   and shareholders' equity	$	1,356,269	$	1,062,521

9

PGT INNOVATIONS, INC.
RECONCILIATION OF NON-GAAP FINANCIAL MEASURES TO THEIR
MOST DIRECTLY COMPARABLE GAAP EQUIVALENTS
(unaudited - in thousands, except per share amounts and percentages)
	Three Months Ended						Nine Months Ended
	October 2,			October 3,			October 2,			October 3,
	2021			2020			2021			2020
Reconciliation to Adjusted Net Income and
Adjusted Net Income per share - diluted:
Net income (loss)	$	(5,140	)	$	17,322		$	18,368		$	35,121
Reconciling items:
Acquisition-related costs (1)		1,035			-			1,707			922
Debt extinguishment costs (2)		25,472			-			25,472			-
Business wind-down costs (3)		-			-			4,197			-
Pandemic-related costs (4)		1,041			771			1,041			2,356
Impairment of tradename (5)		-			-			-			8,000
Restructuring costs and charges (6)		-			321			-			4,227
Product line transition costs (7)		-			-			-			382
Tax effect of reconciling items		(6,627	)		(273	)		(7,832	)		(3,973	)
Adjusted net income	$	15,781		$	18,141		$	42,953		$	47,035
Weighted-average diluted shares		60,100			59,442			60,035			59,291
Adjusted net income per share - diluted	$	0.26		$	0.31		$	0.72		$	0.79
Reconciliation to Adjusted EBITDA:
Depreciation and amortization expense	$	13,216		$	10,810		$	37,464		$	31,685
Interest expense, net		7,686			6,954			22,968			20,979
Income tax expense (benefit)		(2,410	)		5,680			4,260			9,351
Reversal of tax effect of reconciling items for
adjusted net income above		6,627			273			7,832			3,973
Stock-based compensation expense		2,254			1,451			5,748			4,369
Adjusted EBITDA	$	43,154		$	43,309		$	121,225		$	117,392
Adjusted EBITDA as percentage of net sales	14.4%			18.2%			14.1%			17.8%

(1) In 2021, represents costs relating to our acquisition of Eco, and previously announced acquisition of Anlin. In 2020, represents costs relating to our acquisition of NewSouth.

(2) Represents debt extinguishment costs relating to the issuance of our $575 million of 4.375% senior notes due 2029 and contemporaneous prepayment of our $425 million of 6.750% senior notes due 2026, and the prepayment of our $54 million term loan A facility, which was due in 2022, and subsequent placement of our $60 million term loan A facility due 2024, both transactions relating to the financing of our Anlin Acquisition. Of the $25.5 million of debt extinguishment costs, $21.5 million represents a 5.063% call premium paid for prepaying the $425 million of 6.750% senior notes, and $4.0 million represents the net write-offs of deferred financing premiums, costs, fees and original issue discounts that existed at the time of these events, classified as debt extinguishment costs in the accompanying statement of operations for the three and nine months ended October 2, 2021.

(3) Represents incremental costs related to the wind-down of our commercial business acquired in the New South acquisition. Of the $4.2 million of these costs, $2.7 million are classified as cost of sales, and $1.5 million are classified as selling, general and administrative expenses in the accompanying condensed consolidated statement of operations for the nine months ended October 2, 2021. A portion of these costs may be recoverable through insurance.

10

(4) Represents incremental costs incurred relating to the coronavirus pandemic and resurgence of its Delta variant in 2021, including cleaning and sanitizing costs for the protection of the health of our employees and safety of our facilities, as well as costs of lost productivity from employee quarantines and testing, classified within selling, general and administrative expenses for the three and nine months ended October 2, 2021 and October 3, 2020.

(5) Represents impairment charge relating to our Western Window Systems trade name, for the nine months ended October 3, 2020.

(6) Represents restructuring costs and charges relating to our 2020 Florida facilities consolidation, which totaled $4.2 million, as classified within the line item on the condensed consolidated statement of operations for the nine months ended October 3, 2020, including an adjustment of $321 thousand in the three months ended October 3, 2020, described as restructuring costs and charges.

(7) Represents costs relating to product line transitions, classified within cost of sales for the nine months ended October 3, 2020.

11

EX-99.2

Q3 2021 Financial results November 11, 2021 EXHIBIT 99.2

FORWARD LOOKING STATEMENTS This presentation contains “forward-looking statements” within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. Forward-looking statements can be identified by words such as: “assume,” “believe,” “could,” “estimate,” “expect,” “guidance,” “intend,” “many,” “positioned,” “potential,” “project,” “think,” “should,” “target,” “will,” “would” and similar references to future periods. Examples of forward-looking statements include, among others, statements we make regarding our acquisition of Anlin; pricing actions benefitting margins; improvement of our operations and business integration; and our Sales and EBITDA guidance. Forward-looking statements are neither historical facts nor assurances of future performance. Instead, they are based only on current beliefs, expectations and assumptions regarding the future of our business, future plans and strategies, projections, anticipated events and trends, the economy and other future conditions. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict and many of which are outside of our control. Our actual results and financial condition may differ materially from those indicated in the forward-looking statements. Therefore, you should not rely on any of these forward-looking statements. Important factors that could cause our actual results and financial condition to differ materially from those indicated in the forward-looking statements include, among others, the following: the impact of the COVID-19 pandemic and related measures taken by governmental or regulatory authorities to combat the pandemic, including the impact of the pandemic and these measures on the economies and demand for our products in the states where we sell them, and on our customers, suppliers, labor force, business, operations and financial performance; unpredictable weather and macroeconomic factors that may negatively impact the repair and remodel and new construction markets and the construction industry generally, especially in the state of Florida and the western United States, where the substantial portion of our sales are currently generated, and in the U.S. generally; changes in raw material prices, especially for aluminum, glass and vinyl, including, price increases due to the implementation of tariffs and other trade-related restrictions;•our dependence on a limited number of suppliers for certain of our key materials; our dependence on our impact-resistant product lines, which increased with our acquisition of a 75% ownership stake in Eco Enterprises, LLC (the “Eco Acquisition”), and contemporary indoor/outdoor window and door systems, and on consumer preferences for those types and styles of products; the effects of increased expenses or unanticipated liabilities incurred as a result of, or due to activities related to, including Anlin and our Eco Acquisition; our level of indebtedness; increases in bad debt owed to us by our customers in the event of a downturn in the home repair and remodel or new home construction channels in our core markets and our inability to collect such debt; the risks that the anticipated cost savings, synergies, revenue enhancement strategies and other benefits expected from our acquisition of Anlin and from our Eco Acquisition may not be fully realized or may take longer to realize than expected or that our actual integration costs may exceed our estimates; increases in transportation costs, including increases in fuel prices; our dependence on our limited number of geographically concentrated manufacturing facilities, which increased further due to our Eco Acquisition; sales fluctuations to and changes in our relationships with key customers;•federal, state and local laws and regulations, including unfavorable changes in local building codes and environmental and energy code regulations; risks associated with our information technology systems, including cybersecurity-related risks, such as unauthorized intrusions into our systems by “hackers” and theft of data and information from our systems, and the risks that our information technology systems do not function as intended or experience temporary or long-term failures to perform as intended; product liability and warranty claims brought against us; in addition to our acquisition of Anlin, and our Eco Acquisition, our ability to successfully integrate businesses we may acquire in the future, or that any business we acquire may not perform as we expected when we acquired it; and the other risks and uncertainties discussed under “Risk Factors” in Part I, Item 1A of our Annual Report on Form 10-K for the year ended January 2, 2021, and our other filings with the Securities and Exchange Commission. Any forward-looking statement made by us in this presentation is based only on information currently available to us and speaks only as of the date on which it is made. We undertake no obligation to publicly update any forward-looking statement, whether written or oral, that may be made from time to time, whether as a result of new information, future developments or otherwise.

Use of Non-GAAP Financial Measures This presentation and the financial schedules include financial measures and terms not calculated in accordance with U.S. generally accepted accounting principles (GAAP). We believe that presentation of non-GAAP measures such as adjusted net income, adjusted net income per share, and adjusted EBITDA provides investors and analysts with an alternative method for assessing our operating results in a manner that enables investors and analysts to more thoroughly evaluate our current performance compared to past performance. We also believe these non-GAAP measures provide investors with a better baseline for assessing our future earnings potential. The non-GAAP measures included in this release are provided to give investors access to types of measures that we use in analyzing our results. Adjusted net income consists of GAAP net income adjusted for the items included in the accompanying reconciliation. Adjusted net income per share consists of GAAP net income per share adjusted for the items included in the accompanying reconciliation. We believe these measures enable investors and analysts to more thoroughly evaluate our current performance as compared to the past performance and provide a better baseline for assessing the Company's future earnings potential. However, these measures do not provide a complete picture of our operations. Adjusted EBITDA consists of net income, adjusted for the items included in the accompanying reconciliation. We believe that adjusted EBITDA provides useful information to investors and analysts about the Company's performance because they eliminate the effects of period-to-period changes in taxes, costs associated with capital investments and interest expense. Adjusted EBITDA does not give effect to the cash the Company must use to service its debt or pay its income taxes and thus does not reflect the actual funds generated from operations or available for capital investments. Our calculations of adjusted net income and adjusted net income per share, and adjusted EBITDA are not necessarily comparable to calculations performed by other companies and reported as similarly titled measures. These non-GAAP measures should be considered in addition to results prepared in accordance with GAAP but should not be considered a substitute for or superior to GAAP measures. Schedules that reconcile adjusted net income, adjusted net income per share, and adjusted EBITDA to GAAP net income are included in the financial schedules accompanying this release. Adjusted EBITDA as used in the calculation of the net debt-to-Adjusted EBITDA ratio, consists of our adjusted EBITDA as described above, but for the trailing twelve-month period, adjusted pursuant to the covenants contained in our credit agreements.

Q3 Key messages 1 Net sales increased 26% to $300M, including $25M from Eco Window Systems; total organic growth of 14%; strong growth in Western region and Florida 2 Earlier pricing actions began to favorably impact September results; aluminum surcharge and price increases take full effect in Q1 2022 3 Cost headwinds from labor and materials reflected in Q3 results; margins down year over year, but improved sequentially from Q2 4 Continued to on-board new employees and add equipment, manufacturing and warehouse space; managing supply chain to facilitate higher run rates 5 Positioned to drive continued growth and margin improvement 6 Acquired Anlin Windows & Doors, a top regional brand for vinyl replacement windows and doors in the high-growth West Coast region

Other Items of Note Order Highlights Q3’21 total orders up 5% YoY Legacy SEBU orders down -8%; Q3 2020 included a post-COVID promotion Western orders up +31% Current total backlog at $365M, up 74% YoY Legacy SEBU backlog +69% YoY Western backlog +141% YoY New South Highlights 13 retail stores, up from 7 from Feb 2020 7 mature stores with 2021 forecasted revenue of ~$120M and 18% EBITDA margin 3 stores opened in 2020 with 2021 forecast revenue of ~$18M and EBITDA margin in low teens 3 stores opened in 2021, New Orleans, Raleigh, and Charlotte

Anlin Windows & Doors Aligned with Strategic M&A Criteria Terms Purchase price: $126 million TTM net sales: approx. $106 million Expected Adjusted EBITDA margins: Mid-teens Closed: 10/25/2021 Expected to be accretive in first year Strategic Benefits Expands dealer network in high-growth West Coast region Sales network of 13 locations throughout California 30% sales growth for twelve-month period ending Q3 2021 Broadens product portfolio Top brand for vinyl window and door products; complements Western’ aluminum products Creates comprehensive aluminum and vinyl product platform Allows us to better serve both Repair & Remodel and New Construction markets with a broad product portfolio Brings experienced leadership team Anlin’s top leadership will remain with the company Expect seamless integration of products and culture PGT Innovations Strategic M&A Criteria Aligned with growth priorities and expected to grow shareholder value over the long-term Expansion into new regions, channels or products Addition of technologies, enhanced manufacturing or supply chain capabilities

Strategic Framework for Profitable Growth 01. Drive brand recognition, loyalty and growth with customer-centric innovation 02. Attract and retain talented, dedicated leaders to drive our business 03. Invest in our business and scale our operations to capture increasing long-term demand 04. Strategically allocate free cash flow primarily to support profitable growth

Q3 2021 RESULTS Q3 2021 vs. Q3 2020 Net Sales $300.4M 26.2% ↑ Gross Profit $104.2M 19.9% ↑ Gross Margin 34.7% 184bps ↓ Adjusted EBITDA1 $43.2M 0.4% ↓ Adj. EBITDA Margin1 14.4% 383bps ↓ Adj. Diluted EPS1 $0.26 16.0% ↓ Highlights Eco sales contribution of $25M Organic sales increased 14% YoY: up 13% in legacy SEBU and up 20% in legacy WEBU Organic growth of 8% YoY in Repair & Remodel and 22% YoY in New Construction Margins reflect increased headcount with corresponding training costs and higher wages and overtime Pricing actions already taken expected to continue to improve margins in Q4 2021 1. Refer to reconciliation to GAAP.

Balance sheet and Liquidity Update ( Pro Forma as of 10/02/21 unless otherwise noted) PRO FORMA NET LEVERAGE Total Debt Outstanding1 $635.0M Less: Cash1 $58.0M Net Debt1 $577.0M LTM Adj EBITDA1 $174.2M Net Debt to Adj EBITDA1 3.3x PRO FORMA LIQUIDITY PROFILE Cash $58.0M Unused Credit Capacity $74.7M Total Available Liquidity $132.7M Senior Notes (Oct 2029) $575.0M Term Loan (Oct 2024) $60.0M Total Debt Outstanding $635.0M Debt Maturity Schedule ($M) Pro forma as of 10/02/2021 Term Loan Senior Notes COMMENTARY Private offering of $575 million of 4.375% senior notes due 2029 $425 million 6.75% senior notes due 2026 Repayment of $54 million outstanding amount under term loan credit facility Subsequent to quarter end, term loan agreement amended to provide borrowing up to $180M; $60M borrowed under agreement Pro forma net debt to adjusted EBITDA1 ratio of 3.3x 1. Refer to reconciliation to GAAP.

Strong balance sheet Net Debt1 and Leverage Ratio2 ACQUIRED ACQUIRED ACQUIRED ACQUIRED 1. Net debt is total consolidated funded indebtedness as of the end of the respective quarter, calculated on an all cash netted basis. Adjusted EBITDA is calculated in accordance with our credit agreement. Refer to reconciliation to GAAP; 2. Leverage ratio defined as net debt divided by trailing-twelve-month adjusted EBITDA; refer to reconciliation to GAAP. Highlights Ended Q3 2021 with pro forma net debt of $577 million Net debt to trailing 12-month adjusted EBITDA1 ratio approximately 3.3x pro forma for Anlin acquisition Strong cash flow to enable paydown of debt over time Proven track record of deleveraging by prepaying debt following acquisitions ACQUIRED ACQUIRED

Long-Term Capital Allocation priorities INTERNAL INVESTMENT Investment in continuous improvement expected to drive margin growth Strategic selling initiatives and marketing enhancements driving sales in 2021 and beyond 01 DEBT REDUCTION Expect to maintain a strong balance sheet and conservative capital structure Long-term target Leverage Ratio of 2x – 3x 02 STRATEGIC ACQUISITIONS Aligned with growth priorities and expected to grow shareholder value over the long-term Expansion into new regions, channels or products Addition of technologies, enhanced manufacturing or supply chain capabilities 03

Modeling Assumptions and Guidance for 2021 Full-Year 2020 Results 2021 Guidance1 2021 Guidance vs. Full-Year 2020 Net Sales $883M $1.1B – $1.2B 25% – 30% Adj. EBITDA3 $150M $160M – $190M 7% – 27% 1. Assumes Eco Enterprises at 100% contribution for 11 months; and Anlin contribution for two months. 2. Includes issuance of $60M of 6.75% senior notes. 3. Represents our 2020 Adjusted EBITDA from our earnings for 2020 as released on February 24, 2021, which differs from Adjusted EBITDA per our bank covenants used to calculate leverage ratios herein.

Why Invest in PGT Innovations 01 National leader in growing premium impact-resistant and indoor / outdoor window and door category 02 Expect to continue investing in talent and R&D to remain an industry leader in innovation and product development 03 Continued focus on operational efficiencies expected to drive additional margin expansion 04 Execution of our strategy expected to create long-term customer and shareholder value 05 Well positioned with diversified product portfolio to capture profitable growth in new construction and R&R channels

Q&A

Appendix Reconciliation to Pro Forma Net Debt Leverage Ratio, Adjusted Net Income, Adjusted Net Income per Share-diluted, Adjusted EBITDA, and Adjusted EBITDA

Reconciliation of GAAP to NON-gaap MEASURES(unaudited - in thousands)

Reconciliation of GAAP to NON-gaap MEASURES(unaudited - in thousands, except RATIO)

Reconciliation of GAAP to NON-gaap MEASURES(unaudited - in thousands, except per share amounts and PERCENTAGES) THREE MONTHS ENDED OCTOBER 2, 2021 AND OCTOBER 3, 2020 THREE MONTHS ENDED 10/02/2021 10/03/2020

Reconciliation of GAAP to NON-gaap MEASURES In 2021, represents costs relating to our acquisition of Eco, and previously announced acquisition of Anlin. In 2020, represents costs relating to our acquisition of NewSouth. (2) Represents debt extinguishment costs relating to the issuance of our $575 million of 4.375% senior notes due 2029 and contemporaneous prepayment of our $425 million of 6.750% senior notes due 2026, and the prepayment of our $54 million term loan A facility, which was due in 2022, and subsequent placement of our $60 million term loan A facility due 2024, both transactions relating to the financing of our Anlin Acquisition. Of the $25.5 million of debt extinguishment costs, $21.5 million represents a 5.063% call premium paid for prepaying the $425 million of 6.750% senior notes, and $4.0 million represents the net write-offs of deferred financing premiums, costs, fees and original issue discounts that existed at the time of these events. (3) Represents incremental costs related to the wind-down of our commercial business acquired in the New South acquisition. Of the $4.2 million of these costs, $2.7 million are classified as cost of sales, and $1.5 million are classified as selling, general and administrative expenses. A portion of these costs may be recoverable through insurance. (4) Represents incremental costs incurred relating to the coronavirus pandemic and resurgence of its Delta variant in 2021, including cleaning and sanitizing costs for the protection of the health of our employees and safety of our facilities, as well as costs of lost productivity from employee quarantines and testing, classified within selling, general and administrative expenses. (5) Represents an adjustment of $321 thousand relating to restructuring costs and charges relating to our 2020 Florida facilities consolidation.

XML

Document and Entity Information	Nov. 11, 2021
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Nov. 11, 2021
Entity Registrant Name	PGT Innovations, Inc.
Entity Central Index Key	0001354327
Entity Emerging Growth Company	false
Entity File Number	001-37971
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	20-0634715
Entity Address, Address Line One	1070 Technology Drive
Entity Address, City or Town	North Venice
Entity Address, State or Province	FL
Entity Address, Postal Zip Code	34275
City Area Code	941
Local Phone Number	480-1600
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Security Exchange Name	NYSE
Title of 12(b) Security	Common Stock, Par Value $0.01 Per Share
Trading Symbol	PGTI