0000950130-95-001620.txt : 19950816 0000950130-95-001620.hdr.sgml : 19950816 ACCESSION NUMBER: 0000950130-95-001620 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19950701 FILED AS OF DATE: 19950815 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: PLY GEM INDUSTRIES INC CENTRAL INDEX KEY: 0000079209 STANDARD INDUSTRIAL CLASSIFICATION: MILLWOOD, VENEER, PLYWOOD & STRUCTURAL WOOD MEMBERS [2430] IRS NUMBER: 111727150 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 001-04087 FILM NUMBER: 95564279 BUSINESS ADDRESS: STREET 1: 777 THIRD AVE CITY: NEW YORK STATE: NY ZIP: 10017-1401 BUSINESS PHONE: 2128321550 MAIL ADDRESS: STREET 1: PLY GEM INDUSTRIES INC STREET 2: 777 THIRD AVE CITY: NEW YORK STATE: NY ZIP: 10017-1401 FORMER COMPANY: FORMER CONFORMED NAME: INDUSTRIAL PLYWOOD CO INC DATE OF NAME CHANGE: 19680729 FORMER COMPANY: FORMER CONFORMED NAME: CRAFTMAN PLYWOOD CORP DATE OF NAME CHANGE: 19680212 FORMER COMPANY: FORMER CONFORMED NAME: CRAFTSMAN PLYWOOD CORP DATE OF NAME CHANGE: 19661006 10-Q 1 FORM 10-Q SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED JULY 1, 1995 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 1-4087 ------ PLY GEM INDUSTRIES, INC. ------------------------------------------------------------------------------- (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) DELAWARE 11-1727150 ------------------------------------------------------------------------------- (STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.) 777 THIRD AVENUE, NEW YORK, NEW YORK 10017 -------------------------------------------------------------------------------- (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE) REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE 212-832-1550 ------------ 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 THE NUMBER OF SHARES OUTSTANDING OF EACH OF THE ISSUER'S CLASSES OF COMMON STOCK, AS OF THE LATEST PRACTICABLE DATE: CLASS OUTSTANDING AT AUGUST 3,1995 -------------------------------------- ------------------------------- COMMON STOCK, PAR VALUE $.25 PER SHARE 14,560,784 SHARES PLY GEM INDUSTRIES, INC. AND SUBSIDIARIES CONSOLIDATED CONDENSED BALANCE SHEETS (IN THOUSANDS)
JULY 1, DECEMBER 31 ASSETS 1995 1994 ------------------------------------- -------- ----------- (UNAUDITED) CASH AND CASH EQUIVALENTS $ 1,769 $ 14,403 MARKETABLE SECURITIES 1,853 1,813 ACCOUNTS RECEIVABLE, NET OF ALLOWANCE OF $6,234; $6,353 IN 1994 44,073 42,243 INVENTORIES 108,355 103,089 PREPAID AND DEFERRED INCOME TAXES 18,230 17,426 PREPAID EXPENSES AND OTHER CURRENT ASSETS 10,263 6,257 -------- -------- TOTAL CURRENT ASSETS 184,543 185,231 PROPERTY, PLANT AND EQUIPMENT - AT COST NET OF ACCUMULATED DEPRECIATION AND AMORTIZATION OF $48,002; $43,846 IN 1994 87,129 77,084 PATENTS AND TRADEMARKS, NET OF ACCUMULATED AMORTIZATION OF $8,400; $7,825 IN 1994 15,902 16,464 OTHER INTANGIBLE ASSETS - NET 16,068 16,586 COST IN EXCESS OF NET ASSETS ACQUIRED - NET 24,042 24,647 OTHER ASSETS 27,960 25,557 -------- -------- $355,644 $345,569 ======== ======== LIABILITIES AND STOCKHOLDERS' EQUITY ------------------------------------ ACCOUNTS PAYABLE AND ACCRUED EXPENSES $ 55,599 $ 60,840 ACCRUED RESTRUCTURING 9,962 13,413 CURRENT MATURITIES OF LONG-TERM DEBT AND CAPITAL LEASES 464 480 -------- -------- TOTAL CURRENT LIABILITIES 66,025 74,733 LONG-TERM DEBT 101,146 79,501 CAPITAL LEASES 7,133 7,159 OTHER LIABILITIES 23,284 22,540 STOCKHOLDERS' EQUITY: PREFERRED STOCK, $.01 PAR VALUE; AUTHORIZED 5,000,000 SHARES; NONE ISSUED - - COMMON STOCK, $.25 PAR VALUE; AUTHORIZED 60,000,000 SHARES; ISSUED 17,406,005; 17,296,195 IN 1994 4,352 4,324 ADDITIONAL PAID-IN CAPITAL 148,032 146,967 RETAINED EARNINGS 59,885 62,397 LESS: TREASURY STOCK-AT COST (2,872,025 SHARES; 2,745,319 IN 53,144 50,954 1994) UNAMORTIZED RESTRICTED STOCK 1,069 1,098 -------- -------- TOTAL STOCKHOLDERS' EQUITY 158,056 161,636 -------- -------- $355,644 $345,569 ======== ========
SEE ACCOMPANYING NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS. 2 PLY GEM INDUSTRIES, INC., AND SUBSIDIARIES CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS (UNAUDITED) (IN THOUSANDS EXCEPT PER SHARE DATA)
QUARTER ENDED --------------------- JULY 1, JULY 2, 1995 1994 ---------- --------- NET SALES $199,571 $219,805 COST OF GOODS SOLD 165,801 173,726 -------- -------- GROSS PROFIT 33,770 46,079 SELLING, GENERAL AND ADMINISTRATIVE EXPENSES 29,974 32,494 -------- -------- INCOME FROM OPERATIONS 3,796 13,585 INTEREST EXPENSE (1,770) (1,750) INVESTMENT AND OTHER INCOME (EXPENSE), (408) (459) NET -------- -------- INCOME BEFORE INCOME TAXES 1,618 11,376 INCOME TAXES 590 5,111 -------- -------- NET INCOME $ 1,028 $ 6,265 ======== ======== EARNINGS PER SHARE: PRIMARY $ .07 $ .40 FULLY DILUTED .07 .40 WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING: PRIMARY 14,440 15,756 FULLY DILUTED 14,440 15,756 CASH DIVIDENDS PER SHARE $ .03 $ .03
SEE ACCOMPANYING NOTES TO CONSOLIDATED FINANCIAL STATEMENTS. 3 PLY GEM INDUSTRIES, INC., AND SUBSIDIARIES CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS (UNAUDITED) (IN THOUSANDS EXCEPT PER SHARE DATA)
SIX MONTHS ENDED ---------------------- JULY 1, JULY 2, 1995 1994 --------- ----------- NET SALES $359,806 $383,217 COST OF GOODS SOLD 301,607 310,661 -------- -------- GROSS PROFIT 58,199 72,556 SELLING, GENERAL AND ADMINISTRATIVE EXPENSES 56,947 58,807 -------- -------- INCOME FROM OPERATIONS 1,252 13,749 INTEREST EXPENSE (3,248) (4,412) INVESTMENT AND OTHER INCOME (EXPENSE), NET (980) (333) -------- -------- INCOME (LOSS) BEFORE INCOME TAXES (2,976) 9,004 INCOME TAXES (BENEFIT) (1,339) 4,044 -------- -------- NET INCOME (LOSS) $ (1,637) $ 4,960 ======== ======== EARNINGS (LOSS) PER SHARE: PRIMARY $ (.11) $ .36 FULLY DILUTED (.11) .34 WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING: PRIMARY 14,444 13,639 FULLY DILUTED 14,444 14,623 CASH DIVIDENDS PER SHARE $ .06 $ .06
SEE ACCOMPANYING NOTES TO CONSOLIDATED FINANCIAL STATEMENTS. 4 PLY GEM INDUSTRIES, INC. AND SUBSIDIARIES CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS (UNAUDITED) (IN THOUSANDS)
SIX MONTHS ENDED ---------------- JULY 1, JULY 2, 1995 1994 ---------------------- -------------------- CASH FLOWS FROM OPERATING ACTIVITIES: ------------------------------------- NET INCOME (LOSS) $ (1,637) $ 4,960 ADJUSTMENTS TO RECONCILE NET INCOME TO NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES: DEPRECIATION AND AMORTIZATION $ 6,787 $ 6,930 PROVISION FOR DOUBTFUL ACCOUNTS 156 1,123 CHANGES IN ASSETS AND LIABILITIES: ACCOUNTS RECEIVABLE (1,711) (24,046) INVENTORIES (5,398) (16,185) PREPAID EXPENSES AND OTHER CURRENT ASSETS (4,810) (5,922) ACCOUNTS PAYABLE AND ACCRUED EXPENSES (5,241) 5,258 RESTRUCTURING (3,784) - OTHER (1,659) (15,660) 961 (31,881) ------- -------- -------- -------- NET CASH USED IN OPERATING ACTIVITIES (17,297) (26,921) -------- -------- CASH FLOWS FROM INVESTING ACTIVITIES: ------------------------------------- ADDITIONS TO PROPERTY, PLANT AND (15,804) (7,654) EQUIPMENT OTHER 900 546 -------- -------- NET CASH USED IN INVESTING ACTIVITIES (14,904) (7,108) -------- -------- CASH FLOWS FROM FINANCING ACTIVITIES: ------------------------------------- PURCHASE OF TREASURY SHARES (2,190) - LONG-TERM BORROWINGS 21,603 36,328 REPAYMENTS OF LONG-TERM DEBT - (4,240) CASH DIVIDENDS (875) (776) OTHER 1,029 411 -------- -------- NET CASH PROVIDED BY FINANCING ACTIVITIES 19,567 31,723 -------- -------- NET DECREASE IN CASH AND CASH EQUIVALENTS (12,634) (2,306) CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 14,403 12,499 -------- -------- CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 1,769 $10,193 ======== ========
SEE ACCOMPANYING NOTES TO CONSOLIDATED FINANCIAL STATEMENTS. 5 PLY GEM INDUSTRIES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) Note 1 - The accompanying financial statements have been prepared without audit, pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations. The Company revised the statement of operations reporting format to include amortization expense relating to intangible assets as a selling, general and administrative expense. Previously such amortization had been reported as a separate expense caption after income from operations. In addition, certain other prior year items have been reclassified to conform to the 1995 presentation . These statements include all adjustments, consisting only of normal recurring accruals, considered necessary for a fair presentation of financial position and results of operations. The financial statements included herein should be read in conjunction with the financial statements and notes thereto included in the latest annual report on Form 10-K. In 1994 the Company modified its interim fiscal reporting periods. Each period will end on the Saturday nearest to the end of the respective calendar quarters for March, June and September. This change will have no effect on the annual reporting period which will continue to end on December 31. Note 2 - During 1994, the Company recorded a charge of approximately $29.1 million related to a restructuring program. The status of the components of the restructuring provision at the end of the period was:
(IN THOUSANDS) BALANCE AT DECEMBER 31, 1995 Balance at 1994 Activity July 1, 1995 ---------- -------- ------------ Consolidation and closure of facilities, including severance and related costs $ 15,100 $ 3,900 $ 11,200 Other severance and related costs 3,900 500 3,400 Abandonment of certain information systems 1,300 - 1,300 Other, including lease termination expenses and costs to execute the restructuring program 2,000 400 1,600 -------- -------- -------- $ 22,300 $ 4,800 $ 17,500* ======== ======== ======== * The following amounts are included in the consolidated balance sheet at July 1, 1995 under the captions: "accrued restructuring" ($10.0 million), "other liabilities" ($4.1 million), property, plant and equipment" (reduction of $1.4 million), "inventory (reduction of $1.0 million), "accounts receivable" (reduction of $ .5 million) and various other asset accounts (reduction of $ .5 million).
The Company has completed the consolidation or closure of five facilities since the inception of the program. As of July 1, 1995, approximately 450 positions have been eliminated. See Management's Discussion and Analysis of Financial Condition and Results of Operations for further discussion.
NOTE 3 -The major classes of inventories were as follows: (In Thousands) July 1, 1995 December 31, 1994 ------------ ----------------- Finished goods $ 55,954 $ 52,390 Work in process 13,507 18,002 Raw materials 38,894 32,697 -------- -------- $108,355 $103,089 ======== ========
6 PLY GEM INDUSTRIES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) NOTE 4 - Earnings (loss) per share of common stock are computed by dividing net earnings (loss) by the weighted average number of common shares outstanding. Stock options have been excluded from the calculations for the quarter and six month periods ended July 1, 1995 as their effect would be anti-dilutive. Earnings per share in 1994 is calculated using the modified treasury stock method, which limits the assumed purchase of treasury shares to 20% of the outstanding common shares. NOTE 5 - Supplemental cash flow information for the six month periods are as follows:
(In Thousands) July 1, 1995 July 2, 1994 ------------ ------------ Interest paid $3,022 $2,181 Income taxes paid 662 2,487
NOTE 6 - The accumulated amortization of cost in excess of net assets acquired and other intangibles is $27,233,000 at July 1, 1995 and $25,990,000 at December 31, 1994. NOTE 7 - The Company's loan agreements with its banks require a specified leverage ratio, fixed charge ratio and tangible net worth levels as well as the maintenance of certain other financial ratios, among its provisions. Under the most restrictive of these covenants, at July 1, 1995 approximately $2,000,000 of retained earnings was available for the payment of dividends in 1995. NOTE 8 - Hoover Treated Wood Products, Inc. ("Hoover"), a wholly-owned subsidiary of the Company, is a defendant, along with many other parties, in a number of commercial lawsuits, including a purported class action on behalf of certain Maryland homeowners, alleging property damage caused by alleged defects in certain pressure treated interior wood products. Hoover has not manufactured or sold these products since August 1988. The Company is also a defendant in some of these suits. The number of lawsuits pending, as of July 1, 1995, as well as the number of lawsuits filed since 1993, have declined significantly from earlier periods. Most of the suits and claims have been resolved by dismissal or settlement. In those suits that remain pending, direct defense costs are being paid out of insurance proceeds. Two actions have proceeded to trial against Hoover and resulted in jury verdicts against it. In one of these actions, judgment was entered in Hoover's favor by the court after a jury verdict against it and the plaintiff's petition to appeal the judgment entered in Hoover's favor was denied. Hoover is appealing the other judgment and believes that it has meritorious grounds for overturning it in whole or in part. 7 PLY GEM INDUSTRIES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) NOTE 8 (Continued) -Hoover and the Company have engaged in litigation with some of their insurers regarding coverage for these lawsuits and claims. Hoover has settled its coverage claims with a majority of its insurers and is negotiating settlements with others. Hoover and the Company believe they have meritorious claims for coverage from their remaining unsettled insurers and are seeking declaratory judgments confirming such coverage. The proceeds from settled insurance claims, along with the proceeds from a settlement of claims by Hoover against certain suppliers of materials used by it in the production of treated wood, are available for the settlement of the underlying property damage actions, including the jury verdict now on appeal. The Company believes that Hoover's remaining coverage disputes will be resolved within the next two years on a satisfactory basis and a substantial amount of additional coverage will be available to Hoover. In reaching this belief, it has analyzed Hoover's insurance coverage, considered its history of successful settlements with primary and excess insurers and consulted with counsel. Hoover and the Company are vigorously defending the underlying lawsuits which cannot be resolved on a reasonable basis and believe that they have meritorious defenses to those suits including, in the case of the Company, the defense that it has been improperly joined, as it did not manufacture or market the Hoover products at issue, and is not legally liable for the damage allegedly caused by them. Hoover has recorded a receivable at July 1, 1995 (included in other assets) for approximately $12.8 million for the estimated proceeds and recoveries related to insurance matters discussed above and recorded an accrual for the same amount (included in other liabilities) for its estimated cost to resolve those matters not presently covered by existing settlements with insurance carriers and suppliers. In evaluating the effect of the lawsuits, a number of factors have been considered, including: the number and exposure posed by the pending lawsuits; the significant decline in the number of lawsuits filed since 1993 and to date; the availability of various legal defenses, including statutes of limitations; the existence of settlement protocols; an agreement indemnifying Hoover as to certain past and future claims; and Hoover's experience to date in settling with its insurance companies and the likely availability of proceeds from additional insurance. Based on its evaluation, the Company believes that the ultimate resolution of the lawsuits and the insurance claims will not have a material adverse effect upon the financial position of the Company. 8 PLY GEM INDUSTRIES, INC. AND SUBSIDIARIES MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS QUARTER AND SIX MONTHS ENDED JULY 1, 1995 Results of Operations --------------------- Net sales for the second quarter of 1995 totaled $199.6 million, a decrease of 9.2% over the same period in 1994. For the six months ended July 1, 1995, net sales declined from $383.2 million to $359.8 million or 6.1% from the comparison period in 1994. The primary cause of the decline in sales was the Company's planned exit or de-emphasis of certain low margin products. Excluding these products, net sales declined 3% and 1% respectively, for the quarterly and six month periods from a year ago. Unit volume declined at the Company's wood window business which was partially offset by increases in the Company's vinyl window and siding businesses. Furthermore, a general decline in lumber prices affected dollar sales volume at the Company's Specialty Wood businesses. Gross profit, expressed as a percentage of sales, was 16.9% in the second quarter of 1995 compared with 21.0% for the same 1994 period. The first half of 1995 gross profit was 16.2% as compared to 18.9% for the first half of 1994. The 1995 gross margins have been impacted by higher conversion costs, including costs related to the restructuring program such as training and moving costs, and new product manufacturing start-up costs. In addition, higher commodity costs, particularly PVC resin and glass had a negative impact on gross margins, as did declining lumber prices in the Company's Specialty Wood businesses. Selling, general and administrative expenses, as a percentage of sales, for the 1995 second quarter were essentially flat compared to the 1994 second quarter, however, as reported, selling, general and administrative expenses declined approximately $2.5 million for the quarterly comparison. The decline is primarily attributable to a lower provision for bad debts, lower marketing expenses and lower amortization expenses related to intangible assets partially offset by higher corporate expenses mostly related to the restructuring activities. For the 1995 first half comparison, selling, general and administrative expenses were 15.8% in 1995 compared to 15.3% in 1994. Interest expense declined approximately $1.2 million for the first half of 1995 when compared to the first half of 1994 and was approximately the same for the quarterly comparison periods. Lower interest expense for the first half of 1995 resulted primarily from the conversion of the Company's 10% debentures into common stock on March 25, 1994. Investment and other income expense, net was $1.0 million for the six months ended July 1, 1995 compared to $ .3 million for the same period a year ago. The increase is primarily due to higher accounts receivable programs costs due to an increase in the amount of receivables sold under this program. The Company's effective tax rate in the second quarter of 1995 is 36.5%, which compares with 44.9% in the second quarter of 1994. The effective tax rate for first half of 1995 and 1994 was approximately 45%. The lower effective rate for the second quarter of 1995 resulted from the revision of the Company's estimate of the effective tax rate expected to be applicable for the full year. During 1994 the Company commenced a restructuring program designed to improve its cost structure primarily through facilities consolidations and closures, abandonment of certain information systems and workforce reductions and accrued $29.1 million for these planned actions. Implementation of several initiatives included in the restructuring program have been 9 PLY GEM INDUSTRIES, INC. AND SUBSIDIARIES MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS QUARTER AND SIX MONTHS ENDED JULY 1, 1995 delayed or have resulted in higher costs than originally anticipated. As a result the Company does not expect to realize the majority of the savings from full implementation of the restructuring program until 1996 and thereafter. As previously disclosed, however, there can be no assurance that the Company will realize any significant future savings. As a result of the aforementioned factors, the Company experienced lower levels of operating and net income for the quarterly and six month comparison periods. The Company is taking a number of steps to improve operating results in the second half of 1995 and beyond. These actions include: implementation of a new information system at the Company's window businesses, aggressive procurement initiatives, particularly with regard to PVC resin and glass; elimination of costly consulting fees; reduction of administrative expenses; and the creation and implementation of new employee productivity programs. As a result of the actions outlined above, the Company believes that operating results for the second half of 1995 will be improved when compared to the first half of 1995, but will be lower than the comparable period for 1994 before the nonrecurring charges due to previously mentioned delays and difficulties associated with the restructuring program. Liquidity and Capital Resources ------------------------------- The Company used $17.3 million in cash from operations during the first six months of 1995 principally as a result of lower net income, a seasonable increase in working capital and costs related to certain restructuring activities. Significant investing activities during the first six months of 1995 include capital expenditures of $15.8 million primarily incurred in the Company's Windows, Doors and Siding subsidiaries and costs associated with the Company's new information system. Significant financing activities in the first six months of 1995 related to the net increase in revolving credit borrowings of $21.6 million used principally to finance the working capital and capital expenditures of the Company. The Company's current ratio improved to 2.8 to 1 at July 1, 1995 compared to 2.5 at December 31, 1994. The Company has a revolving credit facility with a syndicate of twelve banks which provides financing through February 1999. Availability under this facility was approximately $51 million at July 1, 1995. The Company anticipates that internally generated funds from operations, existing cash balances and the Company's existing credit facility should be sufficient to satisfy its cash requirements. 10 PLY GEM INDUSTRIES, INC. AND SUBSIDIARIES July 1, 1995 PART II - OTHER INFORMATION All items are inapplicable except: Item 1. Legal Proceedings. See Note 8 to the consolidated financial statements. Item 4. Submission of Matters to a Vote of Security Holders (a) The Annual Meeting of Stockholders of Ply Gem Industries, Inc. was held on May 11, 1995. (b) The directors named in the Proxy Statement constituting the entire Board of Directors were elected to one year terms expiring in 1996, as follows:
FOR WITHHELD --- -------- Albert Hersch 12,813,477 96,655 Jeffrey S. Silverman 12,793,229 116,903 Herbert P. Dooskin 12,823,262 86,870 Joseph Goldenberg 12,821,134 88,998 Elihu H. Modlin 12,806,123 104,009 William Lilley 12,824,087 86,045
(c) At the Annual Meeting, the stockholders voted upon a proposal to amend the Company's Certificate of Incorporation to increase the authorized shares of common stock from 30,000,000 shares to 60,000,000 shares as follows:
For the proposal: 11,745,102 Against the proposal: 1,126,896 Withheld: 38,134
The Notice of Annual Meeting of Stockholders and Proxy Statement for Ply Gem Industries, Inc. dated April 10, 1995 was filed with the Securities and Exchange Commission pursuant to Regulation 14A of the Act and is incorporated herein by reference. Item 5. Other information On August 2, 1995, the Company engaged the investment banking firm of Bear, Stearns & Co. Inc. to explore strategic alternatives for the Company with the intent of maximizing shareholder value, including the possible sale of the Company. The Company does not expect to disclose developments with respect to its exploration of strategic alternatives unless and until it is in a position to announce a definitive transaction. Furthermore, no assurances can be given that the process will result in any specific transaction. 11 Item 6. Exhibits and Reports on Form 8-K. (a) Exhibits: Exhibit 11 - Schedule of Computations of Net Income Per Share. Exhibit 27 - Financial Data Schedule (b) Reports - No reports on Form 8-K were filed during the quarter ended July 1, 1995. 12 PLY GEM INDUSTRIES, INC. AND SUBSIDIARIES FORM 10-Q July 1, 1995 S I G N A T U R E S 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 Industries, Inc. ------------------------ (Registrant) Date: August 15, 1995 /s/ Herbert P. Dooskin --------------- -------------------------- Executive Vice President Principal Financial Officer 13 EX-11 2 RE: COMPUTATION OF NET INCOME PER SHARE EXHIBIT 11 PLY GEM INDUSTRIES, INC. AND SUBSIDIARIES COMPUTATIONS OF NET INCOME PER SHARE (Unaudited)
Quarter Six Months Ended Ended July 2, 1994 July 2, 1994 ------------ ------------ Weighted average common shares outstanding, net of unamortized restricted stock 14,570,000 13,025,000 Add: shares assumed to be issued upon exercise of employee stock options at the average market price under the modified treasury stock method and restricted stock earned 1,186,000 614,000 ---------- ---------- Primary shares 15,756,000 13,639,000 ---------- ---------- Add: additional shares assumed to be issued upon exercise of employee stock options at quarter - end market price (if higher than average market price) -0- 984,000 ---------- ---------- Fully diluted shares 15,756,000 14,623,000 ========== ========== Net income $6,265,000 $4,960,000 ========== ========== Primary earnings per share $.40 $.36 ==== ==== Fully diluted earnings per share .40 .34 ==== ====
EX-27 3 ARTICLE 5 FINANCIAL DATA SCHEDULE
5 1,000 6-MOS DEC-31-1994 JAN-01-1995 JUL-01-1995 1,769 1,853 50,307 6,234 108,355 184,543 135,131 48,002 355,644 66,025 108,279 4,352 0 0 153,704 355,644 359,806 359,806 301,607 0 0 156 3,248 (2,976) (1,339) (1,637) 0 0 0 (1,637) (.11) (.11)