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 September 30, 2017
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, a smaller reporting company or an emerging growth company.  See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act.
 
Large accelerated filer   [   ]        Accelerated filer  [X]        Non-accelerated filer     [   ](Do not check if a smaller reporting company)            Smaller reporting company   [   ]        Emerging growth company   [   ] 
 
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [ ]
 
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  Yes [  ]   No [X]
 
As of November 6, 2017 , there were 68,468,706 shares of common stock, $0.01 par value, outstanding.

PLY GEM HOLDINGS, INC. AND SUBSIDIARIES
FORM 10-Q
QUARTERLY PERIOD ENDED September 30, 2017

TABLE OF CONTENTS

PART I – FINANCIAL INFORMATION

	
			
Item 1.	Condensed Consolidated Financial Statements	 	
 	 	 	
 	Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) -	 	
 	Three months ended September 30, 2017 and October 1, 2016	2	
 	 	 	
 	Condensed Consolidated Statements of Operations and Comprehensive Income (Loss)-	 	
 	Nine months ended September 30, 2017 and October 1, 2016	3	
 	 	 	
 	Condensed Consolidated Balance Sheets -	 	
 	September 30, 2017 and December 31, 2016	4	
 	 	 	
 	Condensed Consolidated Statements of Cash Flows -	 	
 	Nine months ended September 30, 2017 and October 1, 2016	5	
 	 	 	
 	Notes to Condensed Consolidated Financial Statements	6	
 	 	 	
Item 2.	Management’s Discussion and Analysis of Financial Condition	 	
 	and Results of Operations	35	
 	 	 	
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	55	
 	 	 	
Item 4.	Controls and Procedures	56	

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	
 	September 30, 2017	 	October 1, 2016	
Net sales	$	564,663		 	$	530,392		
Cost of products sold	432,697		 	393,592		
Gross profit	131,966		 	136,800		
Operating expenses:			 	 		
Selling, general and administrative expenses	64,724		 	62,362		
Amortization of intangible assets	5,341		 	6,429		
Total operating expenses	70,065		 	68,791		
Operating earnings	61,901		 	68,009		
Foreign currency gain (loss)	810		 	(111	)	
Interest expense	(17,545	)	 	(17,815	)	
Interest income	27		 	10		
Loss on modification or extinguishment of debt	—		 	(2,251	)	
Tax receivable agreement liability adjustment	—		 	(42,215	)	
Income before provision (benefit) for income taxes	45,193		 	5,627		
Provision (benefit) for income taxes	17,659		 	(49,128	)	
Net income	$	27,534		 	$	54,755		
Comprehensive income	$	29,414		 	$	54,116		
 	 	 	 	
Net income attributable to common shareholders per share:	 	 	 	
Basic	$	0.40		 	$	0.80		
Diluted	$	0.40		 	$	0.80		
Weighted average shares outstanding:	 	 	 	
Basic	68,459,278		 	68,196,533		
Diluted	68,913,421		 	68,389,187		

See accompanying notes to condensed consolidated financial statements.

2

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 nine months ended	
 	September 30, 2017	 	October 1, 2016	
Net sales	$	1,539,445		 	$	1,449,551		
Cost of products sold	1,181,066		 	1,090,761		
Gross profit	358,379		 	358,790		
Operating expenses:	 	 	 	
Selling, general and administrative expenses	202,610		 	199,745		
Amortization of intangible assets	15,943		 	19,278		
Total operating expenses	218,553		 	219,023		
Operating earnings	139,826		 	139,767		
Foreign currency gain	1,582		 	728		
Interest expense	(51,830	)	 	(55,041	)	
Interest income	60		 	29		
Loss on modification or extinguishment of debt	—			(4,650	)	
Tax receivable agreement liability adjustment	—		 	(60,606	)	
Income before provision (benefit) for income taxes	89,638		 	20,227		
Provision (benefit) for income taxes	35,882		 	(48,597	)	
Net income	$	53,756		 	$	68,824		
Comprehensive income	$	56,504		 	$	72,393		
 	 	 	 	
Net income attributable to common shareholders per share:	 	 	 	
Basic	$	0.79		 	$	1.01		
Diluted	$	0.78		 	$	1.01		
Weighted average shares outstanding:	 	 	 	
Basic	68,431,494		 	68,161,064		
Diluted	68,967,328		 	68,279,959		

See accompanying notes to condensed consolidated financial statements.

3

PLY GEM HOLDINGS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(UNAUDITED)

									
(Amounts in thousands, except share amounts)	 	September 30, 2017	 	December 31, 2016	
ASSETS	 	 	 	 	
Current Assets:	 	 	 	 	
Cash and cash equivalents	 	$	28,397		 	$	51,597		
Accounts receivable, less allowances of $2,864 and $2,663, respectively	 	308,582		 	209,919		
Inventories:	 	 		 	 		
Raw materials	 	86,838		 	69,639		
Work in process	 	31,948		 	24,621		
Finished goods	 	77,453		 	67,696		
Total inventory	 	196,239		 	161,956		
Prepaid expenses and other current assets	 	52,565		 	26,850		
Total current assets	 	585,783		 	450,322		
Property and Equipment, at cost:	 	 		 	 		
Land	 	8,233		 	8,249		
Buildings and improvements	 	67,464		 	67,951		
Machinery and equipment	 	440,384		 	413,565		
Total property and equipment	 	516,081		 	489,765		
Less accumulated depreciation	 	(345,207	)	 	(324,209	)	
Total property and equipment, net	 	170,874		 	165,556		
Other Assets:	 	 		 	 		
Intangible assets, net	 	89,071		 	104,159		
Goodwill	 	480,726		 	478,514		
Deferred income taxes	 	20,476		 	50,347		
Other	 	7,191		 	8,843		
Total other assets	 	597,464		 	641,863		
 	 	$	1,354,121		 	$	1,257,741		
LIABILITIES AND STOCKHOLDERS' EQUITY	 	 		 	 		
Current Liabilities:	 	 		 	 		
Accounts payable	 	$	93,874		 	$	75,398		
Accrued expenses	 	181,217		 	169,015		
Current portion of payable to related parties pursuant to tax receivable agreement	 	25,383		 	25,383		
Current portion of long-term debt	 	4,300		 	4,300		
Total current liabilities	 	304,774		 	274,096		
Deferred income taxes	 	2,061		 	2,722		
Long-term portion of payable to related parties pursuant to tax receivable agreement	 	54,336		 	54,336		
Other long-term liabilities	 	84,584		 	86,395		
Long-term debt	 	843,005		 	836,086		
 	 	 	 	 	
Commitments and contingencies	 			 			
 	 	 	 	 	
Stockholders' Equity:	 	 		 	 		
Preferred stock $0.01 par, 50,000,000 shares authorized, none issued and outstanding	 	—		 	—		
Common stock $0.01 par, 250,000,000 shares authorized, 68,459,278 and 68,269,749 issued and outstanding, respectively	 	685		 	683		
Additional paid-in-capital	 	754,879		 	751,452		
Accumulated deficit	 	(659,661	)	 	(714,737	)	
Accumulated other comprehensive loss	 	(30,542	)	 	(33,292	)	
Total stockholders' equity	 	65,361		 	4,106		
 	 	$	1,354,121		 	$	1,257,741		

See accompanying notes to condensed consolidated financial statements.

4

PLY GEM HOLDINGS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)

	
									
(Amounts in thousands)	 	For the nine months ended	
 	 	September 30, 2017	 	October 1, 2016	
Cash flows from operating activities:	 	 	 	 	
Net income	 	$	53,756		 	$	68,824		
Adjustments to reconcile net income to cash provided by operating activities:	 	 		 	 		
Depreciation and amortization expense	 	39,792		 	42,466		
Non-cash restructuring costs	 	1,198		 	491		
Non-cash interest expense, net	 	10,595		 	10,143		
Gain on foreign currency transactions	 	(1,582	)	 	(728	)	
Non-cash litigation expense	 	650		 	—		
Loss on modification or extinguishment of debt	 	—		 	4,650		
Stock based compensation	 	585		 	808		
Deferred income taxes	 	30,425		 	(53,080	)	
Tax receivable agreement liability adjustment	 	—		 	60,606		
Increase in tax uncertainty, net of valuation allowance	 	202		 	190		
Gain on sale of building	 	(1,880	)	 	—		
Other	 	(75	)	 	(43	)	
Changes in operating assets and liabilities:	 	 		 	 		
Accounts receivable, net	 	(97,941	)	 	(88,450	)	
Inventories	 	(34,163	)	 	(17,393	)	
Prepaid expenses and other assets	 	(104	)	 	(2,181	)	
Accounts payable	 	18,715		 	15,906		
Accrued expenses	 	(13,445	)	 	(1,933	)	
Cash payments on restructuring liabilities	 	(693	)	 	(603	)	
Other	 	(237	)	 	318		
Net cash provided by operating activities	 	5,798		 	39,991		
Cash flows from investing activities:	 	 		 	 		
Capital expenditures	 	(28,577	)	 	(26,414	)	
Proceeds from sale of assets	 	2,439		 	161		
Net cash used in investing activities	 	(26,138	)	 	(26,253	)	
Cash flows from financing activities:	 	 		 	 		
Payments on long-term debt	 	(3,225	)	 	(63,225	)	
Payments to tax authority for employee stock based compensation	 	(1,186	)	 	—		
Proceeds from exercises of employee stock options	 	745		 	689		
Net cash used in financing activities	 	(3,666	)	 	(62,536	)	
Impact of exchange rate movements on cash	 	806		 	2,066		
Net decrease in cash and cash equivalents	 	(23,200	)	 	(46,732	)	
Cash and cash equivalents at the beginning of the period	 	51,597		 	109,425		
Cash and cash equivalents at the end of the period	 	$	28,397		 	$	62,693		

See accompanying notes to condensed consolidated financial statements.

5

PLY GEM HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

1 . SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The accompanying unaudited condensed consolidated financial statements of Ply Gem Holdings, Inc. and its subsidiaries (referred to herein as “Ply Gem Holdings”, “Ply Gem”, the “Company”, “we”, “us”, or “our”) have been prepared in accordance with U.S. generally accepted accounting principles as described in the consolidated financial statements and related notes included in our 2016 Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 10, 2017. These statements do not include all of the information and footnotes required by U.S. generally accepted accounting principles and should be read in conjunction with our 2016 Annual Report on Form 10-K. In management’s opinion, all normal and recurring adjustments considered necessary for a fair presentation have been included. Operating results for the period from January 1, 2017 through September 30, 2017 are not necessarily indicative of the results that may be expected for the year ending December 31, 2017 .
The condensed consolidated balance sheet at December 31, 2016 has been derived from the audited consolidated financial statements of Ply Gem Holdings at that date, but does not include all of the information and footnotes required by U.S. generally accepted accounting principles for complete financial statements.
The Company’s fiscal quarters are based on periods ending on the Saturday of the last week in the quarter. Therefore, the financial results of certain fiscal quarters will not be comparable to the prior and subsequent fiscal quarters. The accompanying financial statements include the Company’s condensed consolidated statements of operations and comprehensive income (loss) for the three and nine months ended September 30, 2017 and October 1, 2016 , the condensed consolidated statements of cash flows for the nine months ended September 30, 2017 and October 1, 2016 , and the condensed consolidated balance sheets as of September 30, 2017 and December 31, 2016 .
Ply Gem is a diversified manufacturer of residential and commercial building products, which are sold primarily in the United States and Canada, and include a wide variety of products for the residential and commercial construction, the do-it-yourself and the professional remodeling and renovation markets. The demand for the Company’s products is seasonal, particularly in the Northeast and Midwest regions of the United States and Canada where inclement weather during the winter months usually reduces the level of building and remodeling activity in both the home repair and remodeling and new home construction sectors. The Company’s sales are usually lower during the first and fourth quarters.
To a significant extent our performance is dependent upon the levels of home repair and remodeling and new home construction spending, all of which are affected by such factors as interest rates, inflation, consumer confidence, unemployment, and availability of consumer credit.
Principles of Consolidation
The condensed consolidated financial statements include the accounts of Ply Gem Holdings and its subsidiaries, all of which are wholly owned. All intercompany accounts and transactions have been eliminated.

6

Accounting Policies and Use of Estimates
The preparation of these condensed consolidated financial statements in conformity with U.S. generally accepted accounting principles involves estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the financial statements and the reported amounts of income and expense during the reporting periods. Certain of the Company’s accounting policies require the application of judgment in selecting the appropriate assumptions for calculating financial estimates. By their nature, these judgments are subject to an inherent degree of uncertainty. The Company periodically evaluates the judgments and estimates used in their critical accounting policies to ensure that such judgments and estimates are reasonable. Such estimates include the allowance for doubtful accounts receivable, rebates, pensions, valuation of inventories, warranty reserves, insurance reserves, legal contingencies, assumptions used in the calculation of income taxes and the tax receivable agreement liability, projected cash flows used in the goodwill and intangible asset impairment tests, and environmental accruals and other contingencies. These judgments are based on the Company’s historical experience, current trends and information available from other sources, and are based on management’s best estimates and judgments. The Company adjusts such estimates and assumptions when facts and circumstances dictate. Volatile equity markets, foreign currency, and litigation risk have combined to increase the uncertainty inherent in such estimates and assumptions. If different conditions result from those assumptions used in the Company’s judgments, actual results could be materially different from the Company’s estimates.
Cash and Cash Equivalents
Cash equivalents consist of short-term highly liquid investments with original maturities of three months or less and that are readily convertible into cash.
Accounts Receivable
Accounts receivable-trade are recorded at their net realizable value. The allowance for doubtful accounts was $2.9 million at September 30, 2017 and $2.7 million at December 31, 2016 . The Company maintains an allowance for doubtful accounts for estimated losses resulting from the inability of its customers to make required payments. The Company estimates the allowance for doubtful accounts based on a variety of factors including the length of time receivables are past due, the financial health of its customers, unusual macroeconomic conditions and historical experience. If the financial condition of its customers deteriorates or other circumstances occur that result in an impairment of customers’ ability to make payments, the Company records additional allowances as needed. The Company writes off uncollectible trade accounts receivable against the allowance for doubtful accounts when collection efforts have been exhausted and/or any legal action taken by the Company has concluded.
Inventories
Inventories in the accompanying condensed consolidated balance sheets are valued at the lower of cost or net realizable value and are determined primarily by the first-in, first-out (FIFO) method. The Company records provisions, as appropriate, to write-down obsolete and excess inventory to estimated net realizable value. The process for evaluating obsolete and excess inventory often requires the Company to make subjective judgments and estimates concerning future sales levels, quantities and prices at which such inventory will be able to be sold in the normal course of business. Accelerating the disposal process or incorrect estimates of future sales potential may cause actual results to differ from the estimates at the time such inventory is disposed or sold. As of September 30, 2017 , the Company had inventory purchase commitments of approximately $16.3 million .
Inventory provisions were approximately $8.4 million at September 30, 2017 and were consistent with the December 31, 2016 provision of approximately $8.4 million .
Property and Equipment
Property and equipment are presented at cost. Depreciation of property and equipment are provided on a straight-line basis over estimated useful lives, which are generally as follows:

		
Buildings and improvements	10-37 years	
Machinery and equipment, including leases	3-15 years	
Leasehold improvements	Term of lease or useful life, whichever is shorter	

7

Expenditures for maintenance and repairs are expensed when incurred. Expenditures for renewals and betterments are capitalized. When assets are sold, or otherwise disposed, the cost and related accumulated depreciation are eliminated and the resulting gain or loss is recognized in operations. During the nine months ended September 30, 2017, the Company recognized a $1.9 million gain on the sale of a Canadian building as the Company consolidated windows and siding operations into a new leased facility in Saskatoon. The gain on sale has been recorded within selling, general, and administrative expenses in the Company's condensed consolidated statements of operations and comprehensive income (loss).
Intangible Assets, Goodwill and Other Long-lived Assets
Long-lived assets
The Company reviews long-lived assets for impairment whenever events or changes in business circumstances indicate that the carrying amount of the assets may not be fully recoverable. The Company performs an undiscounted operating cash flow analysis to determine if impairment exists. If an impairment is determined to exist, any related impairment loss is calculated based on the asset’s fair value and the discounted cash flows.
The Company tests for long-lived asset impairment at the following asset group levels: (i) the combined U.S. Siding, Fencing and Stone companies in the Siding, Fencing and Stone segment (“Siding”), (ii) the combined U.S. Windows companies in the Windows and Doors segment (“U.S. Windows”), (iii) the combined Simonton windows companies in the Windows and Doors segment, (iv) Gienow Canada Inc. ("Gienow Canada") (a combined Western Canadian company created by the January 2014 amalgamation of the Company's legacy Western Canadian business and the Gienow entity acquired in April 2013) in the Windows and Doors segment, and (v) Mitten in the Siding, Fencing and Stone segment. For purposes of recognition and measurement of an impairment loss, a long-lived asset or asset group should represent the lowest level for which an entity can separately identify cash flows that are largely independent of the cash flows of other assets and liabilities. There were no indicators of impairment during the three and nine months ended September 30, 2017 .
Goodwill and other intangible assets
The Company evaluates goodwill for impairment on an annual basis and whenever events or business conditions warrant. All other intangible assets are amortized over their estimated useful lives and are assessed for impairment as necessary. The Company assesses goodwill for impairment at the November month end each year and also at any other date when events or changes in circumstances indicate that the carrying value of these assets may exceed their fair value. To evaluate goodwill for impairment, the Company estimates the fair value of reporting units considering such factors as discounted cash flows and valuation multiples for comparable publicly traded companies. A significant reduction in projected sales and earnings, which would lead to a reduction in future cash flows, could indicate potential impairment. There were no indicators of impairment during the three and nine months ended September 30, 2017 that would trigger an interim impairment test. The Company will continue to evaluate goodwill during future periods and future declines in the residential housing and repair and remodeling markets could result in goodwill impairments.
Debt Issuance Costs
Debt issuance costs, composed of facility, agency, and certain legal fees associated with issuing new debt financing, are amortized over the contractual term of the related agreement using the effective interest method. Net debt issuance costs totaled approximately $14.0 million and $16.5 million as of September 30, 2017 and December 31, 2016 , respectively, and have been recorded within long-term debt ( $12.1 million at September 30, 2017 and $14.2 million at December 31, 2016 ) and other non-current assets ( $1.9 million at September 30, 2017 and $2.3 million at December 31, 2016 ) in the accompanying condensed consolidated balance sheets. The debt issuance costs included in other long term assets relate to the Senior Secured Asset Based Revolving Credit Facility due 2020 ("ABL Facility"). Amortization of debt issuance costs for the three months ended September 30, 2017 and October 1, 2016 was approximately $0.9 million and $0.8 million , respectively. Amortization of debt issuance costs for the nine months ended September 30, 2017 and October 1, 2016 was approximately $2.6 million and $2.5 million , respectively. Amortization of debt issuance costs is recorded in interest expense in the accompanying condensed consolidated statements of operations and comprehensive income (loss).

8

Income Taxes
The Company utilizes the asset and liability method of accounting for income taxes, which requires that deferred tax assets and liabilities be recorded to reflect the future tax consequences of temporary differences between the book and tax basis of various assets and liabilities. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect of changes in tax rates on deferred tax assets and liabilities is recognized as income or expense in the period in which the rate change occurs. A valuation allowance is established to offset any deferred tax assets if, based upon the available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized.
Estimates are required with respect to, among other things, the appropriate state income tax rates used in the various states that the Company and its subsidiaries are required to file, the potential utilization of operating and capital loss carry-forwards for both federal and state income tax purposes and valuation allowances required, if any, for deferred tax assets that may not be realized in the future. The Company establishes reserves when, despite our belief that our tax return positions are fully supportable, certain positions could be challenged, and the positions may not be fully sustained. The Company, along with its U.S. subsidiaries, file a consolidated federal income tax return, separate state income tax returns, combined state returns, and unitary state returns. Gienow Canada and Mitten both file separate Canadian federal income tax returns and separate provincial returns.
Tax receivable agreement ("TRA") liability
The TRA liability generally provides for the payment by the Company to PG ITR Holdco, L.P. (the “Tax Receivable Entity”) of 85% of the amount of cash savings, if any, in the U.S. federal, state and local income tax that the Company actually realizes in periods ending after the Company's initial public offering as a result of (i) net operating loss carryovers ("NOLs") from periods ending before January 1, 2013, (ii) deductible expenses attributable to the initial public offering and (iii) deductions related to imputed interest. Since the inception of the TRA liability with the Company’s 2013 initial public offering through June 2016, the Company had been in a full valuation allowance for federal purposes and had partial valuation allowances on certain state and Canadian jurisdictions. As a result of the Company’s tax valuation allowance position for federal and state purposes, the Company historically calculated the TRA liability considering (i) current year taxable income only (due to the uncertainty of future taxable income associated with the Company’s cumulative loss position) and (ii) future income due to the expected reversals of deferred tax liabilities. During the three and nine months ended October 1, 2016, the Company released its valuation allowance on its federal deferred tax assets and certain state deferred tax assets for approximately $50.1 million due to positive factors outweighing negative evidence thereby allowing the Company to achieve the “more likely than not” realization threshold. The factors surrounding the release of this valuation allowance thereby eliminated any uncertainty as to future taxable income. Consequently, for purposes of calculating the TRA liability, the Company, during the three and nine months ended October 1, 2016, utilized future forecasts of taxable income beyond the 2016 tax year to determine the TRA liability. The Company’s future taxable income estimate was used to determine the cumulative NOLs that are expected to be utilized and the TRA liability was accordingly adjusted using the 85% TRA rate as the Company retains the benefit of 15% of the tax savings.
Environmental
The Company accrues for losses associated with environmental remediation obligations when such losses are probable and reasonably estimable. Environmental remediation obligation accruals are adjusted as further information develops or circumstances change. Costs of future expenditures for environmental remediation obligations are not discounted to their present value. Recoveries of environmental remediation costs from other parties are recorded as assets when their receipt is deemed probable.
Commitments and Contingencies
The Company accrues for all direct costs associated with the estimated resolution of contingencies at the earliest date at which it is deemed probable that a liability has been incurred and the amount of such liability can be reasonably estimated. Costs accrued have been estimated based upon an analysis of potential results, assuming a combination of litigation and settlement strategies and outcomes. Insurance recoveries are recorded as assets when their receipt is deemed probable. As of September 30, 2017 , the Company had a $25.4 million insurance receivable recognized in other current assets in the Company's condensed consolidated balance sheets for the securities litigation (see Note 7). As of December 31, 2016 , the Company did not have any insurance recoveries recognized in the condensed consolidated balance sheets.

9

Foreign Currency
Gienow Canada and Mitten, the Company’s Canadian subsidiaries, utilize the Canadian dollar as their functional currency. For reporting purposes, the Company translates the assets and liabilities of its foreign entities at the exchange rates in effect at period-end. Net sales and expenses are translated using average exchange rates in effect during the period. Gains and losses from foreign currency translation are credited or charged to accumulated other comprehensive income or loss in the accompanying condensed consolidated balance sheets.
The Company recorded a gain from foreign currency transactions of approximately $0.8 million for the three months ended September 30, 2017 and a loss of $0.1 million for the three months ended October 1, 2016 . The Company recorded a gain from foreign currency transactions of approximately $1.6 million and $0.7 million for the nine months ended September 30, 2017 and October 1, 2016 , respectively. During the nine months ended September 30, 2017 , accumulated other comprehensive income (loss) included a currency translation gain of approximately $4.2 million and a gain of approximately $4.1 million for the nine months ended October 1, 2016 .
Derivative Financial Instruments
As of September 30, 2017 , the Company had entered into foreign currency forward contract agreements to hedge approximately $78.8 million of its 2017 and 2018 non-functional currency inventory purchases to protect the Company from variability in cash flows attributable to changes in the U.S. dollar relative to the Canadian dollar.
The Company has designated these forward contracts as cash flow hedges. As a cash flow hedge, unrealized gains are recognized as assets while unrealized losses are recognized as liabilities. These forward contract agreements are highly correlated to the changes in foreign currency rates to which the Company is exposed. Unrealized gains and losses on these agreements are designated as effective or ineffective. The effective portion of such gains or losses is recorded as a component of accumulated other comprehensive income or loss, while the ineffective portion of such gains or losses is recorded as a component of cost of goods sold. Future realized gains and losses in connection with each inventory purchase will be reclassified from accumulated other comprehensive income or loss to cost of goods sold.
The changes in fair values of derivatives that have been designated and qualify as cash flow hedges are recorded in accumulated other comprehensive income or loss and are reclassified into cost of goods sold in the same period the hedged item affects earnings. Due to the high degree of effectiveness between the hedging instruments and the underlying exposures being hedged, fluctuations in the value of the derivative instrument are generally offset by changes in the fair value or cash flows of the underlying exposures being hedged. The changes in the fair value of derivatives that do not qualify as effective are immediately recognized in earnings.
The gains and losses on derivative contracts that are reclassified from accumulated other comprehensive income or loss to current period earnings are included in the line item in which the hedged item is recorded in the same period the forecasted transaction affects earnings. As of September 30, 2017 , approximately $0.6 million of the deferred net liability on derivative instruments included in accumulated other comprehensive loss is expected to be reclassified to cost of goods sold during the next twelve months. This expectation is based on the expected timing of the occurrence of the hedged forecasted transactions. During the three and nine months ended September 30, 2017 , the Company recognized $0.5 million and $0.0 million , respectively, within earnings as an increase to cost of goods sold in the condensed consolidated statement of operations and comprehensive income (loss). During the three and nine months ended October 1, 2016 , the Company recognized $0.2 million and $0.5 million , respectively, within earnings as an increase of cost of goods sold in the condensed consolidated statement of operations and comprehensive income (loss).
The fair value of the foreign currency forward contract agreements are estimated using industry standard valuation models using market-based observable inputs, including spot rates, forward points, interest rates and volatility inputs (Level 2). A summary of the recorded asset and liability included in the accompanying condensed consolidated balance sheets is as follows:

								
(Amounts in thousands)
	September 30, 2017	 	December 31, 2016	
Foreign currency hedge included in other current assets (accrued expenses)	$	(623	)	 	$	962		

10

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

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

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

•	Level 3: Inputs that reflect the reporting entity’s own assumptions.	
The hierarchy requires the use of observable market data, when available, and to minimize the use of unobservable inputs when determining fair value. The fair value of the long-term debt instruments was determined by utilizing available market information. The carrying value of the Company’s other assets and liabilities approximates their fair value. The Company’s population of recurring financial assets and liabilities subject to fair value measurements and the necessary disclosures are as follows:

																					
 	 	 	 	 	 	Quoted Prices
in Active Markets	 	Significant
Other	 	Significant	
(Amounts in thousands)	 	 	 	Fair	 	for Identical	 	Observable	 	Unobservable	
 	 	Carrying	 	Value	 	Assets	 	Inputs	 	Inputs	
Description	 	Value	 	Total	 	(Level 1)	 	(Level 2)	 	(Level 3)	
Liabilities:	 	 	 	 	 	 	 	 	 	 	
Senior Notes-6.50%	 	$	650,000		 	$	676,000		 	$	676,000		 	$	—		 	$	—		
Term Loan Facility	 	254,950		 	257,181		 	—		 	257,181		 	—		
As of September 30, 2017	 	$	904,950		 	$	933,181		 	$	676,000		 	$	257,181		 	$	—		
Liabilities:	 	 		 	 		 	 		 	 		 	 		
Senior Notes-6.50%	 	$	650,000		 	$	676,000		 	$	676,000		 	$	—		 	$	—		
Term Loan Facility	 	258,175		 	260,757		 	—		 	260,757		 	—		
As of December 31, 2016	 	$	908,175		 	$	936,757		 	$	676,000		 	$	260,757		 	$	—		
Earnings (Loss) Per Common Share
Basic earnings (loss) per share ("EPS") is computed based upon weighted-average shares outstanding during the period. Dilutive earnings per share is computed consistently with the basic computation while giving effect to all dilutive potential common shares and common share equivalents that were outstanding during the period. Ply Gem Holdings uses the treasury stock method to reflect the potential dilutive effect of unvested stock awards and unexercised options.
The computation of the dilutive effect of other potential common shares included options and unvested restricted stock representing approximately 0.5 million and 0.5 million shares of common stock for the three and nine months ended September 30, 2017 , respectively. The computation of the dilutive effect of other potential common shares included options and unvested restricted stock representing approximately 0.2 million and 0.1 million shares of common stock for the three and nine months ended October 1, 2016 , respectively.

11

New Accounting Pronouncements
In August 2017, the Financial Accounting Standards Board (“FASB”) issued ASU 2017-12, Derivatives and Hedging (Topic 815): Targeted Improvements to Accounting for Hedging Activities , which improves the financial reporting of hedging relationships to better portray the economic results of an entity's risk management activities in its financial statements and make certain targeted improvements to simplify the application of the hedge accounting guidance in current U.S. generally accepted accounting principles ("GAAP"). The amendments in this update better align an entity's risk management activities and financial reporting for hedging relationships through changes to both the designation and measurement guidance for qualifying hedging relationships and presentation of hedge results. The effective date for the standard is for fiscal years beginning after December 15, 2018. The Company is currently evaluating the impact of the pending adoption of this standard on its consolidated financial statements.
In May 2017, the FASB issued ASU No. 2017-09, Compensation-Stock Compensation (Topic 718): Scope of Modification Accounting . ASU 2017-09 addresses which changes to terms or conditions of a share-based payment award require the application of modification accounting within the scope of Topic 718. ASU 2017-09 is effective for annual reporting periods, and interim periods therein, beginning after December 15, 2017. The Company does not expect the adoption of this guidance to have a material impact on its consolidated financial statements.
In March 2017, the FASB issued ASU 2017-07, Compensation-Retirement Benefits (Topic 715) Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost . ASU 2017-07 changes the statement of operations presentation of defined benefit plan expense by requiring separation between operating expense (service cost component) and non-operating expense (all other components, including interest cost, amortization of prior service cost, curtailments and settlements, etc.). The operating expense component is reported with similar compensation costs while the non-operating components are reported in other income and expense. In addition, only the service cost component is eligible for capitalization as part of an asset such as inventory or property, plant and equipment. ASU 2017-07 is effective for annual reporting periods, and interim periods therein, beginning after December 15, 2017 or fiscal 2018 for the Company. The Company is currently assessing the impact that adopting this new accounting standard will have on its consolidated financial statements.
Effective January 1, 2017, the Company adopted ASU 2016-09, Improvements to Employee Share-Based Payment Accounting . The standard update simplifies several aspects of the accounting for employee share-based payment transactions, including accounting for income taxes, forfeitures, and statutory withholding requirements, as well as classification in the condensed consolidated statements of cash flows. As a result of the adoption, on a modified retrospective basis, we recognized $1.3 million of excess tax benefits during the nine months ended September 30, 2017 from stock-based compensation through a cumulative-effect adjustment decreasing accumulated deficit. We elected not to change our policy on accounting for forfeitures and will continue to estimate a requisite forfeiture rate. Additional amendments to the accounting for income taxes and minimum statutory withholding requirements had no impact on the Company's results of operations.
In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers , which completes the joint effort by the FASB and the International Accounting Standards Board to clarify the principles for recognizing revenue and improve financial reporting by creating common revenue recognition guidance for GAAP and International Financial Reporting Standards ("IFRS"). ASU 2014-09 provides enhancements to the quality and consistency of how revenue is reported while also improving comparability in the financial statements of companies reporting using IFRS and GAAP. The core principle of this update is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The new standard will become effective for Ply Gem beginning with the first quarter of 2018. The evaluation of our contracts is substantially complete and, based upon the results of our work to date, we currently do not expect the application of the new standard to these contracts to have a material impact to our consolidated statements of operations, balance sheets, or cash flows either at initial implementation or on an ongoing basis. The Company is also evaluating the new disclosures required by the standard to determine what additional information will need to be disclosed and additional disaggregated revenue disclosures are expected to be included upon adoption.

12

2 .    GOODWILL
The Company records the excess of the fair value of the acquisition consideration over the net tangible and intangible assets of acquired companies as goodwill.  The Company performs an annual test for goodwill impairment at the November month end each year and also at any other date when events or changes in circumstances indicate that the carrying value of these assets may exceed their fair value.  The Company has defined its reporting units and performs the impairment testing of goodwill at the operating segment level.  The Company has two reporting units: (1) Siding, Fencing and Stone and (2) Windows and Doors.  Separate valuations are performed for each of these reporting units in order to test for impairment.
The Company early adopted ASU No. 2017-04, Intangibles-Goodwill and other (Topic 350) during the nine months ended September 30, 2017 .  As such, the Company measures the goodwill impairment as the amount by which the reporting unit's carrying value exceeds its fair value not to exceed the carrying amount of goodwill in a reporting unit. The Company has elected not to utilize the qualitative Step Zero impairment assessment. There was no goodwill impairment for the year ended December 31, 2016 and no impairment indicators that would trigger an interim impairment test during the three and nine months ended September 30, 2017 . However, the Company will continue to evaluate goodwill during future periods and future declines in the residential housing and repair and remodeling markets or the Company's market capitalization could result in goodwill impairments.  
To determine the fair value of its reporting units, the Company equally considers both the income and market valuation methodologies.  The income valuation methodology uses the fair value of the cash flows that the reporting unit can be expected to generate in the future. This method requires management to project revenues, operating expenses, working capital investment, capital spending and cash flows for the reporting unit over a multi-year period as well as determine the weighted average cost of capital to be used as the discount rate.  The Company also utilizes the market valuation method to estimate the fair value of the reporting units by utilizing comparable public company multiples.  These comparable public company multiples are then applied to the reporting unit’s financial performance.  The market approach is more volatile as an indicator of fair value as compared to the income approach as internal forecasts and projections have historically been more stable.  Since each approach has its merits, the Company equally weights the approaches to balance the internal and external factors affecting the Company’s fair value.
The Company’s fair value estimates of its reporting units and goodwill are sensitive to a number of assumptions including discount rates, cash flow projections, operating margins, and comparable market multiples.  In order to accurately forecast future cash flows, the Company estimates single family housing starts and the repair and remodeling market's growth rates.  However, there is no assurance that: (1) valuation multiples will not decline, (2) discount rates will not increase, or (3) the earnings, book values or projected earnings and cash flows of the Company's reporting units will not decline. 
The reporting unit goodwill balances were as follows as of September 30, 2017 and December 31, 2016 :

									
(Amounts in thousands)	 	September 30, 2017	 	December 31, 2016	
Siding, Fencing and Stone	 	$	350,065		 	$	348,553		
Windows and Doors	 	130,661		 	129,961		
 	 	$	480,726		 	$	478,514		

13

The changes in the goodwill balances from December 31, 2016 to September 30, 2017 relate to currency translation. A goodwill rollforward for 2017 is included in the table below:

									
 	 	Windows and	 	Siding, Fencing	
(Amounts in thousands)	 	Doors	 	and Stone	
Balance as of December 31, 2016	 	 		 	 		
Goodwill	 	$	457,734		 	$	470,780		
Accumulated impairment losses	 	(327,773	)	 	(122,227	)	
 	 	$	129,961		 	$	348,553		
Currency translation adjustments	 	700		 	1,512		
Balance as of September 30, 2017	 	 		 	 		
Goodwill	 	458,434		 	472,292		
Accumulated impairment losses	 	(327,773	)	 	(122,227	)	
 	 	$	130,661		 	$	350,065		

3 .    INTANGIBLE ASSETS
The table that follows presents the major components of intangible assets as of September 30, 2017 and December 31, 2016 :

															
(Amounts in thousands)	 	Average
Amortization
Period	 	 	 	Accumulated	 	Net Carrying	
 	 	(in Years)	 	Cost	 	Amortization	 	Value	
As of September 30, 2017:	 	 	 	 	 	 	 	 	
Patents	 	14	 	$	12,770		 	$	(12,307	)	 	$	463		
Trademarks/Tradenames	 	12	 	117,472		 	(88,127	)	 	29,345		
Customer relationships	 	13	 	219,617		 	(161,654	)	 	57,963		
Other	 	4	 	5,752		 	(4,452	)	 	1,300		
Total intangible assets	 	12	 	$	355,611		 	$	(266,540	)	 	$	89,071		
 	 	 	 	 	 	 	 	 	
As of December 31, 2016:	 	 	 	 		 	 		 	 		
Patents	 	14	 	$	12,770		 	$	(12,078	)	 	$	692		
Trademarks/Tradenames	 	12	 	117,124		 	(82,723	)	 	34,401		
Customer relationships	 	13	 	217,861		 	(150,310	)	 	67,551		
Other	 	4	 	5,661		 	(4,146	)	 	1,515		
Total intangible assets	 	12	 	$	353,416		 	$	(249,257	)	 	$	104,159		
    
Amortization expense for the three months ended September 30, 2017 and October 1, 2016 was $5.3 million and $6.4 million , respectively. Amortization expense for the nine months ended September 30, 2017 and October 1, 2016 was $15.9 million and $19.3 million , respectively.
Estimated amortization expense for the fiscal years 2017 through 2021 is shown in the following table:

				
 	Amortization	
(Amounts in thousands)	expense	
 	 	
2017 (remainder of year)	$	5,188		
2018	20,280		
2019	16,154		
2020	11,464		
2021	6,718		

4 .   COMPREHENSIVE INCOME
Comprehensive income, net of tax is comprised of the following:

																	
(Amounts in thousands)	 	For the three months ended	 	For the nine months ended	
 	 	September 30, 2017	 	October 1, 2016	 	September 30, 2017	 	October 1, 2016	
Net income	 	$	27,534		 	$	54,755		 	$	53,756		 	$	68,824		
Foreign currency translation adjustment	 	2,321		 	(1,258	)	 	4,165		 	4,099		
Unrealized gain (loss) on derivative instruments	 	(441	)	 	619		 	(1,417	)	 	(530	)	
Comprehensive income	 	$	29,414		 	$	54,116		 	$	56,504		 	$	72,393		

5.   LONG-TERM DEBT
Long-term debt in the accompanying condensed consolidated balance sheets at September 30, 2017 and December 31, 2016 consists of the following:

									
(Amounts in thousands)	 	September 30, 2017	 	December 31, 2016	
Senior secured asset based revolving credit facility	 	$	—		 	$	—		
Term Loan due 2021, net of unamortized early tender premium,	 	 	 	 	
discount, and debt issuance costs of $13,845 and $17,854, respectively	 	241,105		 	240,321		
6.50% Senior notes due 2022, net of unamortized early tender premium,	 	 	 	 	
discount, and debt issuance costs of $43,800 and $49,935, respectively	 	606,200		 	600,065		
 	 	$	847,305		 	$	840,386		
Less current portion of long-term debt	 	(4,300	)	 	(4,300	)	
 	 	$	843,005		 	$	836,086		

14

6.50% Senior Notes due 2022
On January 30, 2014, Ply Gem Industries issued $500.0 million aggregate principal amount of 6.50% Senior Notes due 2022 (the " 6.50% Senior Notes ") at par. On September 19, 2014, Ply Gem Industries issued an additional $150.0 million aggregate principal amount of 6.50% Senior Notes at an issue price of 93.25% . Interest accrues at 6.50% per annum and is paid semi-annually on February 1 and August 1 of each year. All issued and outstanding 6.50% Senior Notes are registered under the Securities Act. The 6.50% Senior Notes will mature on February 1, 2022 . At any time on or after February 1, 2017, Ply Gem Industries may redeem the 6.50% Senior Notes , in whole or in part, at declining redemption prices set forth in the indenture governing the 6.50% Senior Notes plus, in each case, accrued and unpaid interest, if any, to the redemption date. The effective interest rate for the 6.50% Senior Notes is 8.39% after considering each of the different interest expense components of this instrument, including the coupon payment and the deferred debt issuance costs.
The 6.50% Senior Notes are fully and unconditionally and jointly and severally guaranteed on a senior unsecured basis by Ply Gem Holdings and all of the wholly owned domestic subsidiaries of Ply Gem Industries (the “Guarantors”). The indenture governing the 6.50% Senior Notes contains certain covenants that limit the ability of Ply Gem Industries and its restricted subsidiaries to incur additional indebtedness, pay dividends or make other distributions or repurchase or redeem their stock, make loans and investments, sell assets, incur certain liens, enter into agreements restricting their ability to pay dividends, enter into transactions with affiliates, and consolidate, merge or sell assets. In particular, Ply Gem Industries and its restricted subsidiaries may not incur additional debt (other than permitted debt (as defined in the indenture) in limited circumstances) unless, after giving effect to such incurrence, the consolidated interest coverage ratio of Ply Gem Industries would be at least 2.00 to 1.00. 
In the absence of satisfying the consolidated interest coverage ratio test, Ply Gem Industries and its restricted subsidiaries may only incur additional debt under certain circumstances, including, but not limited to, debt under credit facilities (as defined in the indenture) (x) in an amount not to exceed the greater of (a) $350.0 million and (b) the borrowing base (as defined in the indenture) and (y) in an amount not to exceed the greater of (A) $575.0 million and (B) the aggregate amount of indebtedness (as defined in the indenture) that would cause the consolidated secured debt ratio (as defined in the indenture) to be equal to 4.00 to 1.00; purchase money indebtedness in an aggregate amount not to exceed the greater of (x) $35.0 million and (y) 10% of consolidated net tangible assets (as defined in the indenture) at any one time outstanding; debt of foreign subsidiaries in an aggregate amount not to exceed the greater of (x) $60.0 million and (y) 15% of consolidated net tangible assets (as defined in the indenture) at any one time outstanding; debt pursuant to a general basket in an aggregate amount at any one time outstanding not to exceed the greater of (x) $75.0 million and (y) 20% of consolidated net tangible assets; and the refinancing of debt under certain circumstances.
Term Loan Facility due 2021
On January 30, 2014, Ply Gem Industries entered into a credit agreement governing the terms of its $430.0 million Term Loan Facility. Ply Gem Industries originally borrowed $430.0 million under the Term Loan Facility on January 30, 2014 , with an original discount of approximately $2.2 million , yielding proceeds of approximately $427.9 million . The Term Loan Facility will mature on January 30, 2021 . The Term Loan Facility requires scheduled quarterly payments in an aggregate annual amount equal to 1.00% of the original aggregate principal amount of the Term Loan Facility with the balance due at maturity. Interest on outstanding borrowings under the Term Loan Facility is paid quarterly.
Borrowings under the Term Loan Facility bear interest at a rate equal to, at Ply Gem Industries’ option, either (a) a base rate determined by reference to the highest of (i) the prime rate of the administrative agent under the credit agreement, (ii) the federal funds rate plus 0.50% and (iii) the adjusted LIBO rate for a one-month interest period plus 1.00% or (b) a LIBO rate determined by reference to the cost of funds for eurocurrency deposits in dollars for the interest period relevant to such borrowing, adjusted for certain additional costs, subject to a 1.00% floor, plus, in each case, an applicable margin of 3.00% for any eurocurrency loan and 2.00% for any alternate base rate loan. As of September 30, 2017 , the Company's interest rate on the Term Loan Facility was 4.33% . The effective interest rate for the Term Loan is 8.78% after considering each of the different interest expense components of this instrument, including the coupon payment, the deferred debt issuance costs and the original issue discount.
The Term Loan Facility allows Ply Gem Industries to request one or more incremental term loan facilities in an aggregate amount not to exceed the greater of (x)  $140.0 million and (y) an amount such that Ply Gem Industries’ consolidated senior secured debt ratio (as defined in the credit agreement), on a pro forma basis, does not exceed 3.75 to 1.00, in each case, subject to certain conditions and receipt of commitments by existing or additional financial institutions or institutional lenders.

15

The Term Loan Facility requires Ply Gem Industries to prepay outstanding term loans, subject to certain exceptions, with: (i) 50% (which percentage will be reduced to 25% if our consolidated senior secured debt ratio is equal or less than 2.50 to 1.00 but greater than 2.00 to 1.00 and to 0% if our consolidated senior secured debt ratio is equal to or less than 2.00 to 1.00) of our annual excess cash flow (as defined in the credit agreement), to the extent such excess cash flow exceeds $15.0 million ; (ii) 100% of the net cash proceeds of certain non-ordinary course asset sales or certain insurance and condemnation proceeds, in each case subject to certain exceptions and reinvestment rights; and (iii) 100% of the net cash proceeds of certain issuances of debt, other than proceeds from debt permitted under the Term Loan Facility. Ply Gem Industries may voluntarily repay outstanding loans under the Term Loan Facility at any time without premium or penalty, other than customary “breakage” costs with respect to LIBOR loans. As of and for the year ended December 31, 2016, the Company's consolidated senior secured debt ratio was 0.93 and as a result no excess cash flow payment under the Term Loan Facility was required in 2017. However, the Company elected on March 10, 2016 and August 4, 2016 to voluntarily prepay $30.0 million on each date on the Term Loan Facility to reduce its outstanding indebtedness. The Company elected on November 4, 2016 to voluntarily prepay an additional $100.0 million on the Term Loan Facility. Finally, the Company elected on November 3, 2017 to voluntarily prepay $40.0 million on the Term Loan Facility to further reduce its outstanding indebtedness bringing the cumulative voluntary 2016 and 2017 Term Loan Facility payments to $200.0 million .
The Term Loan Facility is secured on a first-priority lien basis by the stock of Ply Gem Industries and by substantially all of the assets (other than the assets securing the obligations under the ABL Facility, which primarily consist of accounts receivable, inventory, cash, deposit accounts, securities accounts, chattel paper, contract rights, instruments, documents related thereto and proceeds of the foregoing) of Ply Gem Industries and the Guarantors that are subsidiaries of Ply Gem Industries and on a second-priority lien basis by the assets that secure the ABL Facility.
The Term Loan Facility includes negative covenants, subject to certain exceptions, that are substantially the same as the negative covenants in the 6.50% Senior Notes but does not contain any restrictive financial covenants. The Term Loan Facility also restricts the ability of Ply Gem Industries’ subsidiaries to enter into agreements restricting their ability to grant liens to secure the Term Loan Facility and contains a restriction on changes in fiscal year.
Senior Secured Asset Based Revolving Credit Facility due 2020
On November 5, 2015, Ply Gem Holdings, Inc., Ply Gem Industries, Inc., Gienow Canada Inc., and Mitten Inc. (together with Gienow, the “Canadian Borrowers”) entered into a second amended and restated credit agreement governing the ABL Facility. Among other things, the second amendment and restatement of the credit agreement governing the ABL Facility: (i) increased the overall facility to $350.0 million from $300.0 million , (ii) established an accordion feature of $50.0 million , (iii) reduced the applicable margin for borrowings under the ABL Facility to a range from 1.25% to 2.00% for Eurodollar rate loans, depending on availability, and (iv) extended the maturity until November 5, 2020. Under the ABL Facility, $300.0 million is available to Ply Gem Industries and $50.0 million is available to the Canadian Borrowers. The following summary describes the ABL Facility after giving effect to the second amendment and restatement. As a result of the November 2015 ABL Facility amendment in which the loan syndication consisted of previous members who either maintained or increased their position as well as new syndication members, the Company capitalized new debt issuance costs of $1.5 million and amortizes these costs through 2020.
Borrowings under the ABL Facility bear interest at a rate per annum equal to, at Ply Gem Industries’ option, either (a) a base rate determined by reference to the higher of (1) the corporate base rate of the administrative agent under the ABL Facility and (2) the federal funds rate plus 0.5% or (b) a Eurodollar rate determined by reference to the costs of funds for U.S. dollar deposits for the interest period relevant to such borrowing adjusted for certain additional costs, in each case plus an applicable margin. The initial applicable margin for borrowings under the ABL Facility was 0.50% for base rate loans and 1.50% for Eurodollar rate loans. The applicable margin for borrowings under the ABL Facility is subject to step ups and step downs based on average excess availability under the ABL Facility. Swingline loans bear interest at a rate per annum equal to the base rate plus the applicable margin.

16

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 September 30, 2017 , the Company’s interest rate on the ABL Facility was approximately 2.56% . The ABL Facility requires that if (a) excess availability is less than the greater of (x)  10.0% of the lower of the borrowing base and the aggregate commitments and (y)  $25.0 million or (b) any event of default has occurred and is continuing, Ply Gem Industries must comply with a minimum fixed charge coverage ratio test of 1.0 to 1.0. If the excess availability under the ABL Facility is less than the greater of (a)  12.5% of the lesser of the borrowing base and the aggregate commitments and (b)  $30.0 million ( $27.5 million for the months of January, February, March and April) for a period of 5 consecutive days or an event of default has occurred and is continuing, all cash from Ply Gem Industries material deposit accounts (including all concentration accounts) will be swept daily into a collection account controlled by the administrative agent under the ABL Facility and used to repay outstanding loans and cash collateralize letters of credit.
All obligations under the ABL Facility are unconditionally guaranteed by Ply Gem Holdings and substantially all of Ply Gem Industries’ existing and future, direct and indirect, wholly owned domestic subsidiaries. All obligations under the ABL Facility, and the guarantees of those obligations, are secured, subject to certain exceptions, by substantially all of the assets of Ply Gem Industries and the guarantors, including a first-priority security interest in personal property consisting of accounts receivable, inventory, cash, deposit accounts, and certain related assets and proceeds of the foregoing and a second-priority security interest in, and mortgages on, substantially all of Ply Gem Industries’ and the Guarantors’ material owned real property and equipment and all assets that secure the Term Loan Facility on a first-priority basis. In addition to being secured by the collateral securing the obligations of Ply Gem Industries under the domestic collateral package, the obligations of the Canadian Borrowers, which are borrowers under the Canadian sub-facility under the ABL Facility, are also secured by a first-priority security interest in substantially all of the assets of such Canadian subsidiaries, plus additional mortgages in Canada, and a pledge by Ply Gem Industries of the remaining 35% of the equity interests of the Canadian Borrowers pledged only to secure the Canadian sub-facility.
The ABL Facility contains certain covenants that limit Ply Gem Industries’ ability and the ability of Ply Gem Industries’ subsidiaries to incur additional indebtedness, pay dividends or make other distributions or repurchase or redeem their stock, make loans and investments, sell assets, incur certain liens, enter into transactions with affiliates, and consolidate, merge or sell assets.
As of September 30, 2017 , Ply Gem Industries had approximately $340.2 million of contractual availability and approximately $305.3 million of borrowing base availability under the ABL Facility, reflecting $0.0 million of borrowings outstanding and approximately $9.8 million of letters of credit and priority payables reserves.
Loss on debt modification or extinguishment
During both March and August 2016, the Company made voluntarily payments of $30.0 million on the Term Loan Facility to reduce its outstanding indebtedness as allowable under the terms of the Term Loan Facility totaling $60.0 million during the three and nine months ended October 1, 2016. The Company performed an analysis to determine the proper accounting treatment for each of these voluntary payments by evaluating the change in cash flows and determined that there were no changes in creditors as a result of the payments. Consequently, the Company recognized a loss on debt modification or extinguishment of approximately $2.3 million and $4.7 million for the three and nine months ended October 1, 2016 , respectively, reflecting the proportionate write-off of the related debt discount and debt issuance costs associated with each $30.0 million payment, as summarized in the table below.

																	
(Amounts in thousands)	 	For the three months ended	 	For the nine months ended	
 	 	September 30, 2017	 	October 1, 2016	 	September 30, 2017	 	October 1, 2016	
Loss on modification of debt:	 	 	 	 	 	 	 	 	
Term Loan Facility unamortized discount	 	$	—		 	$	1,797		 	$	—		 	$	3,712		
Term Loan Facility unamortized debt issuance costs	 	—		 	454		 	—		 	938		
Total loss on modification or extinguishment of debt	 	$	—		 	$	2,251		 	$	—		 	$	4,650		

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6.   PENSION PLANS
The Company has two pension plans, the Ply Gem Group Pension Plan and the MW Manufacturers, Inc. Retirement Plan. The Company’s net periodic benefit expense for the combined plans for the periods indicated consists of the following components :  

																		
(Amounts in thousands)	 	For the three months ended	 	For the nine months ended	 	
 	 	September 30, 2017	 	October 1, 2016	 	September 30, 2017	 	October 1, 2016	 	
Service cost	 	$	—		 	$	—		 	$	—		 	$	—		 	
Interest cost	 	459		 	486		 	1,376		 	1,458		 	
Expected return on plan assets	 	(546	)	 	(545	)	 	(1,639	)	 	(1,634	)	 	
Amortization of loss	 	351		 	354		 	1,052		 	1,031		 	
Net periodic benefit expense	 	$	264		 	$	295		 	$	789		 	$	855		 	

7.  COMMITMENTS AND CONTINGENCIES
Indemnifications
In connection with the Ply Gem acquisition, in which Ply Gem Industries was acquired from Nortek, Inc. (“Nortek”) in February 2004, Nortek has agreed to indemnify the Company for certain liabilities as set forth in the stock purchase agreement governing the Ply Gem acquisition. In the event Nortek is unable to satisfy amounts due under these indemnifications, the Company would be liable. The Company believes that Nortek has the financial capacity to honor its indemnification obligations and therefore does not anticipate incurring any losses related to liabilities indemnified by Nortek under the stock purchase agreement. A receivable related to this indemnification has been recorded in other long-term assets of approximately $1.1 million and $1.4 million at September 30, 2017 and December 31, 2016 , respectively. As of September 30, 2017 and December 31, 2016 , the Company has recorded liabilities related to these indemnifications of approximately $0.4 million and $0.5 million , respectively, in current liabilities and $0.7 million and $0.9 million , respectively, in other long-term liabilities in the Company's condensed consolidated balance sheets, consisting of the following:

									
(Amounts in thousands)	 	September 30, 2017	 	December 31, 2016	
Product claim liabilities	 	$	138		 	$	138		
Multi-employer pension plan withdrawal liability	 	538		 	808		
Other	 	440		 	500		
 	 	$	1,116		 	$	1,446		
Warranty claims
The Company sells a number of products and offers a number of warranties. The specific terms and conditions of these warranties vary depending on the product sold. The Company estimates the costs that may be incurred under their warranties and records a liability for such costs at the time of sale. Factors that affect the Company’s warranty liabilities include the number of units sold, historical and anticipated rates of warranty claims, cost per claim and new product introduction. The Company assesses the adequacy of the recorded warranty claims and adjusts the amounts as necessary. As of September 30, 2017 and December 31, 2016 , warranty liabilities of approximately $20.4 million and $19.7 million , respectively, have been recorded in current liabilities and approximately $58.6 million and $57.6 million , respectively, have been recorded in long-term liabilities in the Company's condensed consolidated balance sheets.

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

																	
 	 	For the three months ended	 	For the nine months ended	
(Amounts in thousands)	 	September 30, 2017	 	October 1, 2016	 	September 30, 2017	 	October 1, 2016	
Balance, beginning of period	 	$	78,214		 	$	77,313		 	$	77,293		 	$	76,562		
Warranty expense during period	 	6,432		 	5,074		 	18,132		 	15,869		
Settlements made during period	 	(5,577	)	 	(5,635	)	 	(16,356	)	 	(15,679	)	
Balance, end of period	 	$	79,069		 	$	76,752		 	$	79,069		 	$	76,752		
Environmental
The Company is subject to United States and Canadian federal, state, provincial and local laws and regulations relating to pollution and the protection of the environment, including those governing emissions to air, discharges to water, use, storage and transport of hazardous materials, storage, treatment and disposal of waste, remediation of contaminated sites, and protection of worker health and safety. From time to time, the Company's facilities are subject to investigation by governmental regulators. In addition, the Company has been identified as one of many potentially responsible parties for contamination present at certain offsite locations to which it or its predecessors are alleged to have sent hazardous materials for recycling or disposal. The Company may be held liable, or incur fines or penalties, in connection with such requirements or liabilities for, among other things, releases of hazardous substances occurring on or emanating from current or formerly owned or operated properties or any associated offsite disposal location, or for known or newly-discovered contamination at any of the Company's properties from activities conducted by us or previous occupants. The amount of any liability, fine or penalty may be material, and certain environmental laws impose strict, and under certain circumstances joint and several, liability for the cost of addressing releases of hazardous substances upon certain classes of persons, including site owners or operators and persons that disposed or arranged for the disposal of hazardous substances at contaminated sites.
MW Manufacturers Inc. (“MW”), a subsidiary of MWM Holding, Inc., entered into an Administrative Order on Consent (the “Consent Order”), effective September 12, 2011, with the United States Environmental Protection Agency (“EPA”), Region III, under Section 3008(h) of the Resource Conservation and Recovery Act ("RCRA"), with respect to its Rocky Mount, Virginia property. During 2011, as part of the Consent Order, MW provided the EPA, among other things, a RCRA Facility Investigation Workplan (the “Workplan”) as well as a preliminary cost estimate of approximately $1.8 million for the predicted assessment, remediation and monitoring activities to be conducted pursuant to the Consent Order over the remediation period, which is currently estimated through 2023. During 2012, the EPA approved the Workplan, and MW is currently implementing the Workplan. The Company has recorded approximately $0.3 million of this environmental liability within current liabilities and approximately $1.2 million within other long-term liabilities in the Company’s condensed consolidated balance sheets at September 30, 2017 and December 31, 2016 . The Company will adjust this environmental remediation liability in future periods, if necessary, as further information develops or circumstances change.
Certain liabilities with respect to this contamination relate to the previous closure of an underground storage tank and were assumed by U.S. Industries, Inc., pursuant to its indemnity obligation under the stock purchase agreement dated August 11, 1995, whereby U.S. Industries, Inc. sold the stock of MW to FPI Acquisition Corp. (“Fenway Partners”). As the successor-in-interest of Fenway Partners, the Company is similarly indemnified by U.S. Industries, Inc. Notwithstanding this indemnity, however, under applicable Federal and State laws, MW, and the Company as its parent, could be held liable for all or part of the costs associated with the matter under certain circumstances. Moreover, the Company’s ability to seek indemnification from U.S. Industries, Inc. is limited by the terms and limits of the indemnity as well as the strength of U.S. Industries, Inc.’s financial condition, which could change in the future. As of September 30, 2017 , no recovery has been recognized in the Company’s condensed consolidated balance sheet, but the Company will actively pursue this indemnity in future periods and will recognize future recoveries in the period in which they become probable.

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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. In February 2015, the EPA sent a request for information pursuant to Section 104 of the Comprehensive Environmental Response, Compensation, and Liability Act (CERCLA), and Kroy has responded to this request for information. Given the preliminary stage of this matter, the Company has not recorded a liability for this matter in its condensed consolidated balance sheets as of September 30, 2017 and December 31, 2016. Alcan Aluminum Corporation (“Alcan”) has assumed the obligation to indemnify the Company with respect to certain liabilities for environmental contamination of the Kroy facility occurring prior to 1994. Notwithstanding this indemnity, however, under applicable Federal and State laws, Kroy, and Ply Gem as its parent, could be held liable for all or part of the costs associated with the matter under certain circumstances. Moreover, the ability of Kroy and Ply Gem to seek indemnification may be limited by the terms and limits of the indemnity as well as the strength of Alcan’s financial condition, which could change in the future.
The Company is currently involved in environmental proceedings involving Gienow Canada Inc. (f/k/a Ply Gem Canada, Inc.) and Alberta Environment (arising from subsurface contamination discovered at our Calgary, Alberta property) for which the Company has a $0.1 million liability included in its condensed consolidated balance sheets at September 30, 2017 and December 31, 2016 , and the Company may in the future be subject to environmental proceedings involving Thermal-Gard, Inc. (arising from groundwater contamination in Punxsutawney, Pennsylvania), Mastic Home Exteriors, Inc. (“MHE”) (relating to a closed landfill site in Sidney, Ohio as well as participating as a potentially responsible party in nine contaminated sites in Indiana, Ohio and South Carolina), and Simonton (relating to closed lagoons and certain contamination in Paris, Illinois as well as certain contamination associated with certain 7-Eleven convenience food stores). Under the stock purchase agreement governing the MHE acquisition, Alcoa Securities Corporation and Alcoa, Inc. are to indemnify the Company for certain environmental liabilities in excess of $2.5 million including liabilities relating to the landfill site in Sidney, Ohio and the nine contaminated sites in Indiana, Ohio and South Carolina. Under the stock purchase agreement governing the Simonton acquisition, Fortune Brands Windows & Doors, Inc., is to indemnify the Company for any environmental claims associated with the 7-Eleven convenience food stores. The Company's ability to seek indemnification or enforce these and other obligations is, however, limited by the strength of the financial condition of the indemnitor or responsible party, which could change in the future, as well as the terms and limits of any such indemnities or obligations.
Based on current information, the Company is not aware of any compliance obligations, claims, releases or investigations that will have a material adverse effect on our results of operations, cash flows or financial position except as otherwise disclosed in the Company's condensed consolidated financial statements. However, there can be no guarantee that previously known or newly-discovered matters or any inability to enforce our available indemnification rights against previous owners of the Company, its subsidiaries, or their businesses or properties will not result in material costs or liabilities. While the purchase agreements governing certain of our acquisitions provide that the sellers will indemnify us, subject to certain limitations, for certain environmental liabilities, our ability to seek indemnification from the respective sellers is limited by various factors, including the financial condition of the indemnitor or responsible party as well as by the terms and limits of such indemnities or obligations. As a result, there can be no assurance that we could receive any indemnification from the sellers, and any related environmental liabilities, costs or penalties could have a material adverse effect on our financial condition and results of operations.
Self-insured risks
The Company maintains a broad range of insurance policies that include general liability insurance coverage and workers compensation. These insurance policies protect the Company against a portion of the risk of loss from claims. However, the Company retains a portion of the overall risk for such claims through its self-insured per occurrence and aggregate retentions, deductibles, and claims in excess of available insurance policy limits. The Company's general liability insurance includes coverage for certain damages arising out of product design and manufacturing defects. The Company's insurance coverage is generally subject to a per occurrence retention.
The Company reserves for costs associated with claims, as well as incurred but not reported losses (“IBNR”), based on an outside actuarial analysis of its historical claims. These estimates make up a significant portion of the Company's liability and are subject to a high degree of uncertainty due to a variety of factors, including changes in type of claims, claims reporting and resolution patterns, frequency and timing of claims, third party recoveries, estimates of claim values, claims management expenses (including legal fees and expert fees), insurance industry practices, the regulatory environment, and legal precedent. Adjustments to estimated reserves are recorded in the period in which the change in estimate occurs.

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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 outstanding claims discussed below and will vigorously defend all such claims; however, litigation is subject to many uncertainties and there cannot be any assurance that the Company will ultimately prevail or, in the event of an unfavorable outcome or settlement of litigation, that the ultimate liability would not be material and would not have a material adverse effect on the business, results of operations, cash flows or financial position of the Company.
In Anthony Pagliaroni et al. v. Mastic Home Exteriors, Inc. and Deceuninck North America, LLC , a purported class action filed in January 2012 in the United States District Court for the District of Massachusetts, plaintiffs, on behalf of themselves and all others similarly situated, allege damages as a result of the defective design and manufacture of Oasis composite deck and railing, which was manufactured by Deceuninck North America, LLC (“Deceuninck”) and sold by Mastic Home Exteriors, Inc. (“MHE”). The plaintiffs seek a variety of relief, including (i) economic and compensatory damages, (ii) treble damages, (iii) punitive damages, and (iv) attorneys' fees and costs of litigation. The damages sought in this action have not yet been quantified. The hearing regarding plaintiffs’ motion for class certification was held on March 10, 2015, and the District Court denied plaintiffs’ motion for class certification on September 22, 2015. On October 6, 2015, plaintiffs filed a petition for interlocutory appeal of the denial of class certification to the U.S. Court of Appeals for the First Circuit, and on April 12, 2016, the Court of Appeals denied this petition for appeal. Deceuninck, as the manufacturer of Oasis deck and railing, has agreed to indemnify MHE for certain liabilities related to this claim pursuant to the sales and distribution agreement, as amended, between Deceuninck and MHE. MHE's ability to seek indemnification from Deceuninck is, however, limited by the terms and limits of the indemnity as well as the strength of Deceuninck's financial condition, which could change in the future.
In re Ply Gem Holdings, Inc. Securities Litigation is a purported federal securities class action filed on May 19, 2014 in the United States District Court for the Southern District of New York against Ply Gem Holdings, Inc., several of its directors and officers, and the underwriters associated with the Company’s initial public offering ("IPO"). It is filed on behalf of all persons or entities, other than the defendants, who purchased the common shares of the Company pursuant and/or traceable to the Company’s IPO and seeks remedies under Sections 11 and 15 of the Securities Act of 1933, alleging that the Company’s Form S-1 registration statement was negligently prepared and materially inaccurate, containing untrue statements of material fact and omitting material information which was required to be disclosed. The plaintiffs seek a variety of relief, including (i) damages together with interest thereon and (ii) attorneys’ fees and costs of litigation. On October 14, 2014, Strathclyde Pension Fund was certified as lead plaintiff, and class counsel was appointed. Pursuant to the Underwriting Agreement, dated May 22, 2013, entered into in connection with the IPO, the Company has agreed to reimburse the underwriters for the legal fees and other expenses reasonably incurred by the underwriters’ law firm in its representation of the underwriters in connection with this matter. Pursuant to Indemnification Agreements, dated as of May 22, 2013, between the Company and each of the directors and officers named in this action, the Company has agreed to assume the defense of such directors and officers. The parties have reached an agreement in principle to settle the matter for approximately $26.0 million and notified the Court of this, which is subject to the finalization of the settlement agreement, Court approval and requests for exclusion by members of the settlement class. The Company accrued the $26.0 million within accrued expenses as of September 30, 2017 in the Company’s condensed consolidated balance sheets, and also recognized an insurance receivable of $25.4 million within other current assets as of September 30, 2017 in the Company’s condensed consolidated balance sheets as certain of its directors' and officers' liability insurance carriers are to fund the majority of the settlement amount with the Company agreeing to pay certain disputed litigation expenses of approximately $0.6 million . The defendants 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 therefore agreed to settle this matter.
In Raul Carrillo-Hueso and Chec Xiong v. Ply Gem Industries, Inc. and Ply Gem Pacific Windows Corporation , a purported class action filed on November 25, 2015 in the Superior Court of the State of California, County of Alameda, plaintiffs, on behalf of themselves and all others similarly situated, allege damages as a result of, among other things, the defendants’ failure to provide (i) statutorily required meal breaks at the Sacramento, California facility, (ii) accurate wage statements to employees in California, and (iii) all wages due on termination in California. The plaintiffs seek a variety of relief, including (i) economic and compensatory damages, (ii) statutory damages, (iii) penalties, (iv) pre- and post-judgment interest, and (v) attorneys' fees and costs of litigation. On January 7, 2017, the parties agreed to settle this matter for approximately $1.0 million , and on June 29, 2017, the Court granted final approval of the settlement. The Company accrued for this amount in accrued expenses as of December 31, 2016 in the Company's condensed consolidated balance sheets and subsequently paid the settlement during the three and nine months ended September 30, 2017 . The Company denies 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 therefore agreed to settle this matter.

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In Tina Morgan v. Ply Gem Industries, Inc. and Simonton Industries, Inc. , a purported class action filed on December 11, 2015 in the Superior Court of the State of California, County of Solano, plaintiff, on behalf of herself and all others similarly situated, alleges damages as a result of, among other things, the defendants’ failure at the Vacaville, California facility to (i) pay overtime wages, (ii) provide statutorily required meal breaks, (iii) provide accurate wage statements, and (iv) pay all wages owed upon termination. The plaintiff seeks a variety of relief, including (i) economic and compensatory damages, (ii) statutory damages, (iii) penalties, (iv) pre- and post-judgment interest, and (v) attorneys' fees and costs of litigation. On December 9, 2016, the parties agreed to settle this matter for approximately $0.9 million , and on May 22, 2017, the Court granted final approval of the settlement. The Company accrued for this amount in accrued expenses as of December 31, 2016 in the Company's condensed consolidated balance sheets and subsequently paid the settlement during the three months and nine ended September 30, 2017 . The Company denies 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 therefore agreed to settle this matter.
In Kiefer et al. v. Simonton Building Products, LLC et al ., a purported class action filed on October 17, 2016 in the United States District Court for the District of Minnesota, plaintiffs, on behalf of themselves and all others similarly situated, allege damages as a result of, among other things, the defective design and manufacture of certain Simonton windows containing two-pane insulating glass units. The plaintiffs seek a variety of relief, including (i) economic and compensatory damages, (ii) punitive or other exemplary damages, (iii) pre- and post-judgment interest, and (iv) attorneys' fees and costs of litigation. On April 17, 2017, the District Court granted the defendants’ motion to dismiss the complaint. Plaintiffs filed a notice of appeal and its appellant brief on May 16, 2017 and July 7, 2017, respectively, defendants filed its appellee brief on August 7, 2017, and plaintiffs filed its reply brief on August 21, 2017. The appeal is pending. The damages sought in this action have not yet been quantified.
In Gazzillo et al. v. Ply Gem Industries, Inc. et al ., a purported class action filed on September 26, 2017 in the United States District Court for the Northern District of New York, plaintiffs, on behalf of themselves and all others similarly situated, allege damages as a result of, among other things, the defective design and manufacture of certain vinyl siding products. The plaintiffs seek a variety of relief, including (i) economic and compensatory damages, (ii) punitive or other exemplary damages, (iii) pre- and post-judgment interest, and (iv) attorneys' fees and costs of litigation. The damages sought in this action have not yet been quantified.
Other contingencies
The Company is subject to other contingencies, including legal proceedings and claims arising out of its operations and businesses that cover a wide range of matters, including, among others, environmental, contract, employment, intellectual property, securities, personal injury, property damage, product liability, warranty, and modification, adjustment or replacement of component parts or units sold, which may include product recalls. Product liability, environmental and other legal proceedings also include matters with respect to businesses previously owned. The Company has used various substances in its products and manufacturing operations, which have been or may be deemed to be hazardous or dangerous, and the extent of its potential liability, if any, under environmental, product liability and workers’ compensation statutes, rules, regulations and case law is unclear. Further, due to the lack of adequate information and the potential impact of present regulations and any future regulations, there are certain circumstances in which no range of potential exposure may be reasonably estimated. Also, it is not possible to ascertain the ultimate legal and financial liability with respect to certain contingent liabilities, including lawsuits, and therefore no such estimate has been made as of September 30, 2017 .

8.   ACCRUED EXPENSES AND OTHER LONG-TERM LIABILITIES
Accrued expenses consist of the following at September 30, 2017 and December 31, 2016 :

									
(Amounts in thousands)	 	September 30, 2017	 	December 31, 2016	
Insurance	 	$	7,888		 	$	8,297		
Employee compensation and benefits	 	20,762		 	27,749		
Sales and marketing	 	57,760		 	59,655		
Product warranty	 	20,431		 	19,718		
Accrued freight	 	3,452		 	2,146		
Accrued interest	 	7,336		 	17,977		
Accrued environmental liability	 	453		 	434		
Accrued pension	 	1,753		 	1,753		
Accrued sales returns and discounts	 	1,381		 	1,199		
Accrued taxes	 	5,800		 	4,966		
Litigation accrual	 	26,849		 	2,575		
Other	 	27,352		 	22,546		
 	 	$	181,217		 	$	169,015		
Other long-term liabilities consist of the following at September 30, 2017 and December 31, 2016 :

									
(Amounts in thousands)	 	September 30, 2017	 	December 31, 2016	
Insurance	 	$	563		 	$	605		
Pension liabilities	 	13,459		 	13,907		
Multi-employer pension withdrawal liability	 	538		 	808		
Product warranty	 	58,638		 	57,575		
Long-term product claim liability	 	138		 	138		
Long-term environmental liability	 	1,157		 	1,158		
Liabilities for tax uncertainties	 	4,127		 	3,925		
Litigation accrual	 	731		 	731		
Other	 	5,233		 	7,548		
 	 	$	84,584		 	$	86,395		

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Long-term incentive plan
The Company has a long-term incentive plan (“LTIP”) for certain employees. The long-term incentive plan was implemented to retain and incentivize key employees. During the three months ended September 30, 2017 and October 1, 2016 , the Company recognized a LTIP expense of $1.3 million and $1.4 million , respectively, which has been recorded within selling, general, and administrative expenses in the condensed consolidated statements of operations and comprehensive income (loss). During the nine months ended September 30, 2017 and October 1, 2016 , the Company recognized a LTIP expense of $4.0 million and $4.9 million , respectively, which has been recorded within selling, general, and administrative expenses in the condensed consolidated statements of operations and comprehensive income (loss). The LTIP liability was $7.6 million and $10.0 million as of September 30, 2017 and December 31, 2016 , respectively, of which $5.6 million and $6.3 million has been recorded within accrued expenses and $2.0 million and $3.7 million in other long-term liabilities in the condensed consolidated balance sheets as of September 30, 2017 and December 31, 2016 , respectively. During the nine months ended September 30, 2017 , the Company issued 129,176 shares of its common stock based on a December 30, 2016 closing stock price of $16.25 to settle LTIP awards of $3.3 million . In connection with this settlement, the Company paid $1.2 million to tax authorities on behalf of these employees, which has been recognized as a financing activity in the Company's condensed consolidated statement of cash flows for the nine months ended September 30, 2017 .
Other liabilities
During the nine months ended September 30, 2017 and October 1, 2016 , the Company made approximately $0.7 million and $0.6 million , in cash payments on restructuring liabilities, respectively. These payments were for a restructuring and integration program implemented in Western Canada and general back office centralization efforts incurred as well as product simplification costs incurred for the entire Windows and Doors segment.

9.   INCOME TAXES
Effective tax rate
Under FASB Accounting Standards Codification 740-270, Income Taxes - Interim Reporting , each interim period is considered an integral part of the annual period and tax expense is measured using an estimated annual effective tax rate. Estimates of the annual effective tax rate at the end of interim periods are, of necessity, based on evaluation of possible future events and transactions and may be subject to subsequent refinement or revision. The Company calculates its quarterly tax provision consistent with the guidance provided by ASC 740-270, whereby the Company forecasts its estimated annual effective tax rate then applies that rate to its year-to-date pre-tax book income (loss). In addition, the Company excludes jurisdictions with a projected loss for the year or the year-to-date loss where the Company cannot recognize a tax benefit from its estimated annual effective tax rate. The impact of such an exclusion could result in a higher or lower effective tax rate during a particular quarter, based upon the mix and timing of actual earnings versus annual projections. In addition to the tax resulting from applying the estimated annual effective tax rate to pre-tax income (loss), the Company includes certain items treated as discrete events to arrive at an estimated effective tax rate. Future changes in the forecasted annual income (loss) projections, tax rate changes, or discrete tax items could result in significant adjustments to quarterly income tax expense in future periods in accordance with ASC 740-270.
For the nine months ended September 30, 2017 , the Company's estimated annual effective income tax rate was approximately 40.7% , which varied from the statutory rate primarily due to state income tax expense, valuation allowances, and foreign income taxes. The effective tax rate including discrete items related to unrecognized tax benefits, stock compensation, and adjustments to state income tax rates, was 40.0% for the nine months ended September 30, 2017 . The tax expense for the three months ended September 30, 2017 was approximately $17.7 million and the tax benefit for the three months ended October 1, 2016 was approximately $49.1 million . The tax expense for the nine months ended September 30, 2017 was approximately $35.9 million and the tax benefit for the nine months ended October 1, 2016 was approximately $48.6 million .

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Valuation allowance
During the three and nine months ended October 1, 2016, the Company determined that a valuation allowance was no longer required against its federal deferred tax assets and a portion of its state deferred tax assets. Therefore, the Company released approximately $50.1 million of its valuation allowance since positive evidence outweighed negative evidence thereby allowing the Company to achieve the “more likely than not” realization threshold. As of October 1, 2016, the Company was no longer in a three-year cumulative pre-tax loss position due to the significant improvement in the Company’s profitability from the housing market recovery. The housing market has experienced steady improvement from a demand perspective over the last several years which has benefited the Company’s financial performance and profitability for both new construction and repair and remodeling reflected in the Company’s net sales and earnings growth. This annual financial improvement was further evidenced by the Company continuing to have net sales and profitability growth in the Company’s second and third quarters which are traditionally the Company’s strongest financial quarters based on seasonality. Finally, the consensus expectation and outlook for both new construction and repair and remodeling both showed positive growth rates over the next few years which would result in future forecasted profitability for the Company. Based on the preponderance of these positive factors, the valuation allowance was released during the three and nine months ended October 1, 2016. The valuation allowance release is reflected within our provision (benefit) for income taxes in the accompanying condensed consolidated statement of operations and comprehensive income (loss) during the three and nine months ended October 1, 2016.
The Company remains in a valuation allowance position against its deferred tax assets for certain state and Canadian jurisdictions as it is currently deemed "more likely than not" that the benefit of such net tax assets will not be utilized as the Company continues to be in a three-year cumulative loss position for these states and Canadian jurisdictions. The Company will continue to monitor the positive and negative factors for these jurisdictions and make further changes to the valuation allowances as necessary.
Unrecognized tax benefits
Despite the Company’s belief that its tax return positions are consistent with applicable tax laws, the Company believes that certain positions could be challenged by taxing authorities. The Company’s tax reserves reflect the difference between the tax benefit claimed on tax returns and the amount recognized in the condensed consolidated financial statements. These reserves have been established based on management’s assessment as to potential exposure attributable to permanent differences and interest and penalties applicable to both permanent and temporary differences. The tax reserves are reviewed periodically and adjusted in light of changing facts and circumstances, such as progress of tax audits, lapse of applicable statutes of limitations and changes in tax law. The Company is currently under examination by various taxing authorities. During the nine months ended September 30, 2017 , the tax reserves increased by approximately $0.2 million . The increase is primarily related to new unrecognized tax benefits and interest expense related to unrecognized tax benefits, partially offset by the lapse of applicable statutes of limitation on certain unrecognized tax benefits.
The liability for unrecognized tax benefits as of September 30, 2017 was approximately $4.1 million and is recorded in other long-term liabilities in the accompanying condensed consolidated balance sheet. The corresponding amount of gross unrecognized tax benefit was approximately $16.5 million . The difference between the total unrecognized tax benefits and the amount of the liability for unrecognized tax benefits represents unrecognized tax benefits that have been netted against deferred tax assets related to net operating losses in accordance with ASC 740 in addition to accrued penalties and interest.
Tax Receivable Agreement
On May 22, 2013, the Company entered into a Tax Receivable Agreement (the “Tax Receivable Agreement”) with the Tax Receivable Entity. The Tax Receivable Agreement generally provides for the payment by the Company to the Tax Receivable Entity of 85% of the amount of cash savings, if any, in U.S. federal, state and local income tax that the Company actually realizes in periods ending after the IPO as a result of (i) NOL carryovers from periods (or portions thereof) ending before January 1, 2013, (ii) deductible expenses attributable to the transactions related to the IPO and (iii) deductions related to imputed interest deemed to be paid by the Company as a result of or attributable to payments under the Tax Receivable Agreement. The term of the Tax Receivable Agreement will continue until all such benefits have been utilized or expired. The Company will retain the benefit of the remaining 15% of these tax savings. The Tax Receivable Agreement will obligate the Company to make payments to the Tax Receivable Entity generally equal to 85% of the applicable cash savings that is actually realized as a result of utilizing NOL carryovers once the tax returns are filed for that respective tax year.

24

The Company estimates that the total anticipated amount of future payments under the Tax Receivable Agreement could be up to approximately $84.0 million assuming no material changes in the relevant tax law, that the Company earns sufficient taxable income to utilize the net operating loss carry forwards, and that utilization of such tax attributes is not subject to limitation under Section 382 of the Internal Revenue Code of 1986, as amended (the "Code") as the result of an “ownership change”. It is possible that future transactions or events including but not limited to tax law changes 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 September 30, 2017 , the Company estimates the TRA liability to be approximately $79.7 million with the remaining $4.3 million estimated for the state NOLs associated with the Tax Receivable Agreement, which have a valuation allowance. Future changes in the Company's state valuation allowance position, including the reversal of all or a portion of the Company's remaining state valuation allowance, may increase the TRA liability up to the $84.0 million estimate as the Company at that point in time will project future taxable income beyond the current fiscal year for certain state income tax purposes.
As of September 30, 2017 and December 31, 2016 , the Company had a long-term liability of approximately $54.3 million and a current liability of $25.4 million , for the amount due pursuant to the Tax Receivable Agreement. The Company recognized a $0.0 million and $42.2 million expense for this liability during the three months ended September 30, 2017 and October 1, 2016 , respectively. The Company recognized a $0.0 million and $60.6 million expense for this liability during the nine months ended September 30, 2017 and October 1, 2016 , respectively. The remaining liability of $4.3 million will be recognized as the state valuation allowances are released in future years.
Other
As of September 30, 2017 , the Company has not established U.S. deferred taxes on unremitted earnings of the Company’s foreign subsidiaries. Notwithstanding the provisions within the American Jobs Creation Act of 2004, the Company continues to consider these amounts to be permanently reinvested.

10.   STOCK-BASED COMPENSATION
A rollforward of stock options outstanding during the nine months ended September 30, 2017 is presented below: 

											
 	 	Stock Options	 	Weighted-
Average
Exercise
Price	 	Weighted-
Average
Remaining
Contractual
Term (Years)	
Balance at January 1, 2017	 	2,495,533		 	$	13.96		 	4.35		
Granted	 	—		 	—		 	—		
Exercised	 	(60,353	)	 	12.35		 	—		
Forfeited or expired	 	—		 	—		 	—		
Balance at September 30, 2017	 	2,435,180		 	$	14.00		 	3.65		
As of September 30, 2017 , 2,313,047 options were 100% vested.  At September 30, 2017 , the Company had approximately $0.3 million of total unrecognized compensation expense that will be recognized over a weighted average period of 0.60 years.  The Company recorded compensation expense of $0.1 million and $0.1 million for the three months ended September 30, 2017 and October 1, 2016 , respectively, and $0.4 million and $0.6 million for the nine months ended September 30, 2017 and October 1, 2016 , respectively, related to stock option grants.
Restricted stock
During December 2015, the Company issued an aggregate of 25,664 restricted shares of common stock in an equal number to each of the four independent members of the Board of Directors.  These shares vested over the 2016 calendar period and the Company expensed these items as compensation expense, ratably during 2016. During the three and nine months ended October 1, 2016 , the Company expensed approximately $0.1 million and $0.2 million , respectively, related to these grants in selling, general, and administrative expenses within the condensed consolidated statement of operations and comprehensive income (loss).
During December 2016, the Company issued an aggregate of 19,420 restricted shares of common stock in an equal number to each of the four independent members of the Board of Directors.  These shares will vest over the 2017 calendar year and the Company will expense these items as compensation expense ratably during 2017. During the three and nine months ended September 30, 2017 , the Company expensed approximately $0.1 million and $0.2 million , related to these grants in selling, general, and administrative expenses within the condensed consolidated statement of operations and comprehensive income (loss).

11.   SEGMENT INFORMATION
The Company defines operating segments as components of an enterprise about which separate financial information is available that is evaluated regularly by management in deciding how to allocate resources and in assessing performance. The Company has two reportable segments: (1) Siding, Fencing and Stone and (2) Windows and Doors.
The income before income taxes of each segment includes the revenue generated on transactions involving products within that segment less identifiable expenses. Unallocated income and expenses include items that are not directly attributed to or allocated to either of the Company’s reporting segments. Such items include interest, legal costs, corporate payroll, and unallocated finance, and accounting expenses. Unallocated corporate assets include cash and certain receivables. Interest expense is presented net of interest income.

25

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

																	
(Amounts in thousands)	 	For the three months ended	 	For the nine months ended	
 	 	September 30, 2017	 	October 1, 2016	 	September 30, 2017	 	October 1, 2016	
Net sales	 	 	 	 	 	 	 	 	
Siding, Fencing and Stone	 	$	278,179		 	$	258,924		 	$	732,609		 	$	679,711		
Windows and Doors	 	286,484		 	271,468		 	806,836		 	769,840		
 	 	$	564,663		 	$	530,392		 	$	1,539,445		 	$	1,449,551		
Operating earnings (loss)	 	 		 	 		 	 		 	 		
Siding, Fencing and Stone	 	$	48,127		 	$	54,853		 	$	115,529		 	$	126,531		
Windows and Doors	 	20,251		 	18,911		 	46,405		 	35,662		
Unallocated	 	(6,477	)	 	(5,755	)	 	(22,108	)	 	(22,426	)	
 	 	$	61,901		 	$	68,009		 	$	139,826		 	$	139,767		
 	 	 	 	 	 	 	 	 	
 	 	Total assets as of	 	 	 	 	
 	 	September 30, 2017	 	December 31, 2016	 	 	 	 	
Total assets	 	 		 	 		 	 	 	 	
Siding, Fencing and Stone	 	$	760,642		 	$	691,930		 	 	 	 	
Windows and Doors	 	530,527		 	509,055		 	 	 	 	
Unallocated	 	62,952		 	56,756		 	 	 	 	
 	 	$	1,354,121		 	$	1,257,741		 	 	 	 	

12.  RELATED PARTY TRANSACTIONS
During March 2015, the Company entered into retention agreements with the Company's Chief Executive Officer and Chief Financial Officer for $3.0 million and $1.3 million , respectively. These retention agreements incentivize these individuals for three years and will require the Company to make cumulative payments of $4.3 million on December 31, 2017, if both individuals remain employed in their current positions on that date. As of September 30, 2017 and December 31, 2016, these retention payments have been accrued at $3.9 million and $2.8 million , respectively, in accrued expenses and other long-term liabilities, respectively, in the Company's condensed consolidated balance sheets.

26

13 .    GUARANTOR/NON-GUARANTOR
The 6.50% Senior Notes were issued by our direct 100% owned subsidiary, Ply Gem Industries, and are fully and unconditionally guaranteed on a joint and several basis by the Company and certain of Ply Gem Industries’ 100% owned subsidiaries. Ply Gem Industries is a 100% owned subsidiary of Ply Gem Holdings. Accordingly, the following guarantor and non-guarantor information is presented as of September 30, 2017 and December 31, 2016 , and for the three and nine months ended September 30, 2017 and October 1, 2016 . The non-guarantor information presented represents our Canadian subsidiaries: Gienow and Mitten.

																									
PLY GEM HOLDINGS, INC. AND SUBSIDIARIES	
CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)	
Three months ended September 30, 2017	
(Amounts in thousands)	 	Guarantor	 	Issuer	 	 	 	Non-	 	 	 	 	
 	 	Ply Gem	 	Ply Gem	 	Guarantor	 	Guarantor	 	Consolidating	 	 	
 	 	Holdings, Inc.	 	Industries, Inc.	 	Subsidiaries	 	Subsidiaries	 	Adjustments	 	Consolidated	
Net sales	 	$	—		 	$	—		 	$	496,437		 	$	68,226		 	$	—		 	$	564,663		
Cost of products sold	 	—		 	—		 	383,042		 	49,655		 	—		 	432,697		
Gross profit	 	—		 	—		 	113,395		 	18,571		 	—		 	131,966		
Operating expenses:	 	 		 	 		 	 		 	 		 	 		 	 		
Selling, general and
administrative expenses	 	—		 	6,477		 	45,936		 	12,311		 	—		 	64,724		
Intercompany administrative charges	 	—		 	—		 	7,017		 	1,181		 	(8,198	)	 	—		
Amortization of intangible assets	 	—		 	—		 	4,231		 	1,110		 	—		 	5,341		
Total operating expenses	 	—		 	6,477		 	57,184		 	14,602		 	(8,198	)	 	70,065		
Operating earnings (loss)	 	—		 	(6,477	)	 	56,211		 	3,969		 	8,198		 	61,901		
Foreign currency gain	 	—		 	—		 	—		 	810		 	—		 	810		
Intercompany interest	 	—		 	14,224		 	(14,040	)	 	(184	)	 	—		 	—		
Interest expense	 	—		 	(17,545	)	 	—		 	—		 	—		 	(17,545	)	
Interest income	 	—		 	9		 	11		 	7		 	—		 	27		
Intercompany administrative income	 	—		 	8,198		 	—		 	—		 	(8,198	)	 	—		
Income (loss) before equity in
subsidiaries' income	 	—		 	(1,591	)	 	42,182		 	4,602		 	—		 	45,193		
Equity in subsidiaries' income	 	27,534		 	29,125		 	—		 	—		 	(56,659	)	 	—		
Income before provision
for income taxes	 	27,534		 	27,534		 	42,182		 	4,602		 	(56,659	)	 	45,193		
Provision for income taxes	 	—		 	—		 	16,975		 	684		 	—		 	17,659		
Net income	 	$	27,534		 	$	27,534		 	$	25,207		 	$	3,918		 	$	(56,659	)	 	$	27,534		
 	 	 	 	 	 	 	 	 	 	 	 	 	
Other comprehensive income (loss):	 	 		 	 		 	 		 	 		 	 		 	 		
Foreign currency translation adjustments	 	—		 	—		 	—		 	2,321		 	—		 	2,321		
Unrealized loss on derivative instruments	 	—		 	—		 	—		 	(441	)	 	—		 	(441	)	
Total comprehensive income	 	$	27,534		 	$	27,534		 	$	25,207		 	$	5,798		 	$	(56,659	)	 	$	29,414		

27

	
																									
PLY GEM HOLDINGS, INC. AND SUBSIDIARIES	
CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)	
Three months ended October 1, 2016	
(Amounts in thousands)	 	Guarantor	 	Issuer	 	 	 	Non-	 	 	 	 	
 	 	Ply Gem	 	Ply Gem	 	Guarantor	 	Guarantor	 	Consolidating	 	 	
 	 	Holdings, Inc.	 	Industries, Inc.	 	Subsidiaries	 	Subsidiary	 	Adjustments	 	Consolidated	
Net sales	 	$	—		 	$	—		 	$	472,592		 	$	57,800		 	$	—		 	$	530,392		
Cost of products sold	 	—		 	—		 	351,261		 	42,331		 	—		 	393,592		
Gross profit	 	—		 	—		 	121,331		 	15,469		 	—		 	136,800		
Operating expenses:	 	 		 	 		 	 		 	 		 	 		 	 		
Selling, general and
administrative expenses	 	—		 	5,755		 	45,034		 	11,573		 	—		 	62,362		
Intercompany administrative charges	 	—		 	—		 	7,932		 	1,635		 	(9,567	)	 	—		
Amortization of intangible assets	 	—		 	—		 	5,360		 	1,069		 	—		 	6,429		
Total operating expenses	 	—		 	5,755		 	58,326		 	14,277		 	(9,567	)	 	68,791		
Operating earnings (loss)	 	—		 	(5,755	)	 	63,005		 	1,192		 	9,567		 	68,009		
Foreign currency loss	 	—		 	—		 	—		 	(111	)	 	—		 	(111	)	
Intercompany interest	 	—		 	15,927		 	(14,854	)	 	(1,073	)	 	—		 	—		
Interest expense	 	—		 	(17,815	)	 	—		 	—		 	—		 	(17,815	)	
Interest income	 	—		 	2		 	4		 	4		 	—		 	10		
Loss on modification or
extinguishment of debt	 	—		 	(2,251	)	 	—		 	—		 	—		 	(2,251	)	
Tax receivable agreement liability adjustment	 	—		 	(42,215	)	 	—		 	—		 	—		 	(42,215	)	
Intercompany administrative income	 	—		 	9,567		 	—		 	—		 	(9,567	)	 	—		
Income (loss) before equity in
subsidiaries' income	 	—		 	(42,540	)	 	48,155		 	12		 	—		 	5,627		
Equity in subsidiaries' income	 	54,755		 	97,295		 	—		 	—		 	(152,050	)	 	—		
Income before benefit
for income taxes	 	54,755		 	54,755		 	48,155		 	12		 	(152,050	)	 	5,627		
Benefit for income taxes	 	—		 	—		 	(49,083	)	 	(45	)	 	—		 	(49,128	)	
Net income	 	$	54,755		 	$	54,755		 	$	97,238		 	$	57		 	$	(152,050	)	 	$	54,755		
 	 	 	 	 	 	 	 	 	 	 	 	 	
Other comprehensive income (loss):	 	 		 	 		 	 		 	 		 	 		 	 		
Foreign currency translation adjustments	 	—		 	—		 	—		 	(1,258	)	 	—		 	(1,258	)	
Unrealized gain on derivative instruments	 	—		 	—		 	—		 	619		 	—		 	619		
Total comprehensive income (loss)	 	$	54,755		 	$	54,755		 	$	97,238		 	$	(582	)	 	$	(152,050	)	 	$	54,116		

28

	
																									
PLY GEM HOLDINGS, INC. AND SUBSIDIARIES	
CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)	
For the nine months ended September 30, 2017	
(Amounts in thousands)	 	Guarantor	 	Issuer	 	 	 	Non-	 	 	 	 	
 	 	Ply Gem	 	Ply Gem	 	Guarantor	 	Guarantor	 	Consolidating	 	 	
 	 	Holdings, Inc.	 	Industries, Inc.	 	Subsidiaries	 	Subsidiaries	 	Adjustments	 	Consolidated	
Net sales	 	$	—		 	$	—		 	$	1,374,904		 	$	164,541		 	$	—		 	$	1,539,445		
Cost of products sold	 	—		 	—		 	1,057,483		 	123,583		 	—		 	1,181,066		
Gross profit	 	—		 	—		 	317,421		 	40,958		 	—		 	358,379		
Operating expenses:	 	 		 	 		 	 		 	 		 	 		 	 		
Selling, general and
administrative expenses	 	—		 	22,108		 	146,040		 	34,462		 	—		 	202,610		
Intercompany administrative charges	 	—		 	—		 	31,126		 	3,019		 	(34,145	)	 	—		
Amortization of intangible assets	 	—		 	—		 	12,667		 	3,276		 	—		 	15,943		
Total operating expenses	 	—		 	22,108		 	189,833		 	40,757		 	(34,145	)	 	218,553		
Operating earnings (loss)	 	—		 	(22,108	)	 	127,588		 	201		 	34,145		 	139,826		
Foreign currency gain	 	—		 	—		 	—		 	1,582		 	—		 	1,582		
Intercompany interest	 	—		 	42,657		 	(39,739	)	 	(2,918	)	 	—		 	—		
Interest expense	 	—		 	(51,830	)	 	—		 	—		 	—		 	(51,830	)	
Interest income	 	—		 	21		 	24		 	15		 	—		 	60		
Intercompany administrative income	 	—		 	34,145		 	—		 	—		 	(34,145	)	 	—		
Income (loss) before equity in
subsidiaries' income (loss)	 	—		 	2,885		 	87,873		 	(1,120	)	 	—		 	89,638		
Equity in subsidiaries' income (loss)	 	53,756		 	50,871		 	—		 	—		 	(104,627	)	 	—		
Income (loss) before provision
(benefit) for income taxes	 	53,756		 	53,756		 	87,873		 	(1,120	)	 	(104,627	)	 	89,638		
Provision (benefit) for income taxes	 	—		 	—		 	36,339		 	(457	)	 	—		 	35,882		
Net income (loss)	 	$	53,756		 	$	53,756		 	$	51,534		 	$	(663	)	 	$	(104,627	)	 	$	53,756		
 	 	 	 	 	 	 	 	 	 	 	 	 	
Other comprehensive income (loss):	 	 		 	 		 	 		 	 		 	 		 	 		
Foreign currency translation adjustments	 	—		 	—		 	—		 	4,165		 	—		 	4,165		
Unrealized loss on derivative instruments	 	—		 	—		 	—		 	(1,417	)	 	—		 	(1,417	)	
Total comprehensive income	 	$	53,756		 	$	53,756		 	$	51,534		 	$	2,085		 	$	(104,627	)	 	$	56,504		

29

	
																									
PLY GEM HOLDINGS, INC. AND SUBSIDIARIES	
CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)	
For the nine months ended October 1, 2016	
(Amounts in thousands)	 	Guarantor	 	Issuer	 	 	 	Non-	 	 	 	 	
 	 	Ply Gem	 	Ply Gem	 	Guarantor	 	Guarantor	 	Consolidating	 	 	
 	 	Holdings, Inc.	 	Industries, Inc.	 	Subsidiaries	 	Subsidiary	 	Adjustments	 	Consolidated	
Net sales	 	$	—		 	$	—		 	$	1,299,760		 	$	149,791		 	$	—		 	$	1,449,551		
Cost of products sold	 	—		 	—		 	975,801		 	114,960		 	—		 	1,090,761		
Gross profit	 	—		 	—		 	323,959		 	34,831		 	—		 	358,790		
Operating expenses:	 	 		 	 		 	 		 	 		 	 		 	 		
Selling, general and
administrative expenses	 	—		 	22,426		 	142,325		 	34,994		 	—		 	199,745		
Intercompany administrative charges	 	—		 	—		 	26,341		 	3,857		 	(30,198	)	 	—		
Amortization of intangible assets	 	—		 	—		 	15,997		 	3,281		 	—		 	19,278		
Total operating expenses	 	—		 	22,426		 	184,663		 	42,132		 	(30,198	)	 	219,023		
Operating earnings (loss)	 	—		 	(22,426	)	 	139,296		 	(7,301	)	 	30,198		 	139,767		
Foreign currency gain	 	—		 	—		 	—		 	728		 	—		 	728		
Intercompany interest	 	—		 	47,788		 	(44,889	)	 	(2,899	)	 	—		 	—		
Interest expense	 	—		 	(55,040	)	 	—		 	(1	)	 	—		 	(55,041	)	
Interest income	 	—		 	5		 	10		 	14		 	—		 	29		
Loss on modification or
extinguishment of debt	 	—		 	(4,650	)	 	—		 	—		 	—		 	(4,650	)	
Tax receivable agreement liability adjustment	 	—		 	(60,606	)	 	—		 	—		 	—		 	(60,606	)	
Intercompany administrative income	 	—		 	30,198		 	—		 	—		 	(30,198	)	 	—		
Income (loss) before equity in
subsidiaries' income (loss)	 	—		 	(64,731	)	 	94,417		 	(9,459	)	 	—		 	20,227		
Equity in subsidiaries' income (loss)	 	68,824		 	133,555		 	—		 	—		 	(202,379	)	 	—		
Income (loss) before benefit
for income taxes	 	68,824		 	68,824		 	94,417		 	(9,459	)	 	(202,379	)	 	20,227		
Benefit for income taxes	 	—		 	—		 	(48,448	)	 	(149	)	 	—		 	(48,597	)	
Net income (loss)	 	$	68,824		 	$	68,824		 	$	142,865		 	$	(9,310	)	 	$	(202,379	)	 	$	68,824		
 	 	 	 	 	 	 	 	 	 	 	 	 	
Other comprehensive income (loss):	 	 		 	 		 	 		 	 		 	 		 	 		
Foreign currency translation adjustments	 	—		 	—		 	—		 	4,099		 	—		 	4,099		
Unrealized loss on derivative instrument	 	—		 	—		 	—		 	(530	)	 	—		 	(530	)	
Total comprehensive income (loss)	 	$	68,824		 	$	68,824		 	$	142,865		 	$	(5,741	)	 	$	(202,379	)	 	$	72,393		

30

	
																									
PLY GEM HOLDINGS, INC. AND SUBSIDIARIES	
CONDENSED CONSOLIDATING BALANCE SHEET	
As of September 30, 2017	
(Amounts in thousands)	 	Guarantor	 	Issuer	 	 	 	Non-	 	 	 	 	
 	 	Ply Gem	 	Ply Gem	 	Guarantor	 	Guarantor	 	Consolidating	 	 	
ASSETS	 	Holdings, Inc.	 	Industries, Inc.	 	Subsidiaries	 	Subsidiaries	 	Adjustments	 	Consolidated	
Current Assets:	 	 	 	 	 	 	 	 	 	 	 	 	
Cash and cash equivalents	 	$	—		 	$	28,724		 	$	(12,232	)	 	$	11,905		 	$	—		 	$	28,397		
Accounts receivable, net	 	—		 	—		 	271,255		 	37,327		 	—		 	308,582		
Inventories:	 	 		 	 		 	 		 	 		 	 		 	 		
Raw materials	 	—		 	—		 	80,515		 	6,323		 	—		 	86,838		
Work in process	 	—		 	—		 	29,895		 	2,053		 	—		 	31,948		
Finished goods	 	—		 	—		 	60,833		 	16,620		 	—		 	77,453		
Total inventory	 	—		 	—		 	171,243		 	24,996		 	—		 	196,239		
Prepaid expenses and other current assets	 	—		 	28,676		 	20,398		 	3,491		 	—		 	52,565		
Total current assets	 	—		 	57,400		 	450,664		 	77,719		 	—		 	585,783		
Investments in subsidiaries	 	65,361		 	(162,336	)	 	—		 	—		 	96,975		 	—		
Property and Equipment, at cost:	 	 		 	 		 	 		 	 		 	 		 	 		
Land	 	—		 	—		 	7,553		 	680		 	—		 	8,233		
Buildings and improvements	 	—		 	518		 	62,568		 	4,378		 	—		 	67,464		
Machinery and equipment	 	—		 	3,771		 	413,746		 	22,867		 	—		 	440,384		
Total property and equipment	 	—		 	4,289		 	483,867		 	27,925		 	—		 	516,081		
Less accumulated depreciation	 	—		 	(870	)	 	(331,267	)	 	(13,070	)	 	—		 	(345,207	)	
Total property and equipment, net	 	—		 	3,419		 	152,600		 	14,855		 	—		 	170,874		
Other Assets:	 	 		 	 		 	 		 	 		 	 		 	 		
Intangible assets, net	 	—		 	—		 	79,149		 	9,922		 	—		 	89,071		
Goodwill	 	—		 	—		 	449,366		 	31,360		 	—		 	480,726		
Deferred income taxes	 	—		 	—		 	20,476		 	—		 	—		 	20,476		
Intercompany note receivable	 	—		 	1,139,073		 	—		 	—		 	(1,139,073	)	 	—		
Other	 	—		 	2,133		 	5,058		 	—		 	—		 	7,191		
Total other assets	 	—		 	1,141,206		 	554,049		 	41,282		 	(1,139,073	)	 	597,464		
 	 	$	65,361		 	$	1,039,689		 	$	1,157,313		 	$	133,856		 	$	(1,042,098	)	 	$	1,354,121		
 	 	 	 	 	 	 	 	 	 	 	 	 	
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)	
Current Liabilities:	 	 		 	 		 	 		 	 		 	 		 	 		
Accounts payable	 	$	—		 	$	372		 	$	76,606		 	$	16,896		 	$	—		 	$	93,874		
Accrued expenses	 	—		 	40,376		 	119,062		 	21,779		 	—		 	181,217		
Current portion of payable to related parties
pursuant to tax receivable agreement	 	—		 	25,383		 	—		 	—		 	—		 	25,383		
Current portion of long-term debt	 	—		 	4,300		 	—		 	—		 	—		 	4,300		
Total current liabilities	 	—		 	70,431		 	195,668		 	38,675		 	—		 	304,774		
Deferred income taxes	 	—		 	—		 	—		 	2,061		 	—		 	2,061		
Intercompany note payable	 	—		 	—		 	1,017,283		 	121,790		 	(1,139,073	)	 	—		
Long-term portion of payable to related parties
pursuant to tax receivable agreement	 	—		 	54,336		 	—		 	—		 	—		 	54,336		
Other long-term liabilities	 	—		 	6,556		 	72,228		 	5,800		 	—		 	84,584		
Long-term debt	 	—		 	843,005		 	—		 	—		 	—		 	843,005		
Commitments and contingencies	 			 			 			 			 			 			
Stockholders' Equity (Deficit):	 	 		 	 		 	 		 	 		 	 		 	 		
Preferred stock	 	—		 	—		 	—		 	—		 	—		 	—		
Common stock	 	685		 	685		 	—		 	—		 	(685	)	 	685		
Additional paid-in-capital	 	754,879		 	754,879		 	258,904		 	17,592		 	(1,031,375	)	 	754,879		
Accumulated deficit	 	(659,661	)	 	(659,661	)	 	(371,088	)	 	(36,975	)	 	1,067,724		 	(659,661	)	
Accumulated other comprehensive loss	 	(30,542	)	 	(30,542	)	 	(15,682	)	 	(15,087	)	 	61,311		 	(30,542	)	
Total stockholders' equity (deficit)	 	65,361		 	65,361		 	(127,866	)	 	(34,470	)	 	96,975		 	65,361		
 	 	$	65,361		 	$	1,039,689		 	$	1,157,313		 	$	133,856		 	$	(1,042,098	)	 	$	1,354,121		

31

	
																									
PLY GEM HOLDINGS, INC. AND SUBSIDIARIES	
CONDENSED CONSOLIDATING BALANCE SHEET	
As of December 31, 2016	
(Amounts in thousands)	 	Guarantor	 	Issuer	 	 	 	Non-	 	 	 	 	
 	 	Ply Gem	 	Ply Gem	 	Guarantor	 	Guarantor	 	Consolidating	 	 	
 	 	Holdings, Inc.	 	Industries, Inc.	 	Subsidiaries	 	Subsidiary	 	Adjustments	 	Consolidated	
ASSETS	 	 	
Current Assets:	 	 	 	 	 	 	 	 	 	 	 	 	
Cash and cash equivalents	 	$	—		 	$	50,035		 	$	(10,918	)	 	$	12,480		 	$	—		 	$	51,597		
Accounts receivable, net	 	—		 	—		 	189,983		 	19,936		 	—		 	209,919		
Inventories:	 	 		 	 		 	 		 	   		 	 		 	 		
Raw materials	 	—		 	—		 	63,829		 	5,810		 	—		 	69,639		
Work in process	 	—		 	—		 	23,007		 	1,614		 	—		 	24,621		
Finished goods	 	—		 	—		 	54,346		 	13,350		 	—		 	67,696		
Total inventory	 	—		 	—		 	141,182		 	20,774		 	—		 	161,956		
Prepaid expenses and other current assets	 	—		 	1,276		 	21,940		 	3,634		 	—		 	26,850		
Total current assets	 	—		 	51,311		 	342,187		 	56,824		 	—		 	450,322		
Investments in subsidiaries	 	4,106		 	(231,236	)	 	—		 	—		 	227,130		 	—		
Property and Equipment, at cost:	 	 		 	 		 	 		 	 		 	 		 	 		
Land	 	—		 	—		 	7,487		 	762		 	—		 	8,249		
Buildings and improvements	 	—		 	510		 	63,000		 	4,441		 	—		 	67,951		
Machinery and equipment	 	—		 	1,675		 	392,068		 	19,822		 	—		 	413,565		
Total property and equipment	 	—		 	2,185		 	462,555		 	25,025		 	—		 	489,765		
Less accumulated depreciation	 	—		 	(665	)	 	(312,759	)	 	(10,785	)	 	—		 	(324,209	)	
Total property and equipment, net	 	—		 	1,520		 	149,796		 	14,240		 	—		 	165,556		
Other Assets:	 	 		 	 		 	 		 	 		 	 		 	 		
Intangible assets, net	 	—		 	—		 	91,748		 	12,411		 	—		 	104,159		
Goodwill	 	—		 	—		 	449,366		 	29,148		 	—		 	478,514		
Deferred income taxes	 	—		 	—		 	50,347		 	—		 	—		 	50,347		
Intercompany note receivable	 	—		 	1,135,073		 	—		 	—		 	(1,135,073	)	 	—		
Other	 	—		 	3,925		 	4,918		 	—		 	—		 	8,843		
Total other assets	 	—		 	1,138,998		 	596,379		 	41,559		 	(1,135,073	)	 	641,863		
 	 	$	4,106		 	$	960,593		 	$	1,088,362		 	$	112,623		 	$	(907,943	)	 	$	1,257,741		
 	 	 	 	 	 	 	 	 	 	 	 	 	
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)	
Current Liabilities:	 	 		 	 		 	 		 	 		 	 		 	 		
Accounts payable	 	$	—		 	$	377		 	$	64,206		 	$	10,815		 	$	—		 	$	75,398		
Accrued expenses	 	—		 	29,812		 	124,723		 	14,480		 	—		 	169,015		
Current portion of payable to related parties
pursuant to tax receivable agreement	 	—		 	25,383		 	—		 	—		 	—		 	25,383		
Current portion of long-term debt	 	—		 	4,300		 	—		 	—		 	—		 	4,300		
Total current liabilities	 	—		 	59,872		 	188,929		 	25,295		 	—		 	274,096		
Deferred income taxes	 	—		 	—		 	—		 	2,722		 	—		 	2,722		
Intercompany note payable	 	—		 	—		 	1,026,657		 	108,416		 	(1,135,073	)	 	—		
Long-term portion of payable to related parties
pursuant to tax receivable agreement	 	—		 	54,336		 	—		 	—		 	—		 	54,336		
Other long-term liabilities	 	—		 	6,193		 	74,835		 	5,367		 	—		 	86,395		
Long-term debt	 	—		 	836,086		 	—		 	—		 	—		 	836,086		
Commitments and contingencies	 			 			 			 			 			 			
Stockholders' Equity (Deficit):	 	 		 	 		 	 		 	 		 	 		 	 		
Preferred stock	 	—		 	—		 	—		 	—		 	—		 	—		
Common stock	 	683		 	683		 	—		 	—		 	(683	)	 	683		
Additional paid-in-capital	 	751,452		 	751,452		 	236,242		 	26,464		 	(1,014,158	)	 	751,452		
Accumulated deficit	 	(714,737	)	 	(714,737	)	 	(422,622	)	 	(36,312	)	 	1,173,671		 	(714,737	)	
Accumulated other comprehensive loss	 	(33,292	)	 	(33,292	)	 	(15,679	)	 	(19,329	)	 	68,300		 	(33,292	)	
Total stockholders' equity (deficit)	 	4,106		 	4,106		 	(202,059	)	 	(29,177	)	 	227,130		 	4,106		
 	 	$	4,106		 	$	960,593		 	$	1,088,362		 	$	112,623		 	$	(907,943	)	 	$	1,257,741		

32

	
																									
PLY GEM HOLDINGS, INC. AND SUBSIDIARIES	
CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS	
For the nine months ended September 30, 2017	
(Amounts in thousands)	 	Guarantor	 	Issuer	 	 	 	Non-	 	 	 	 	
 	 	Ply Gem	 	Ply Gem	 	Guarantor	 	Guarantor	 	Consolidating	 	 	
 	 	Holdings, Inc.	 	Industries, Inc.	 	Subsidiaries	 	Subsidiaries	 	Adjustments	 	Consolidated	
Cash flows from operating activities:	 	 	 	 	 	 	 	 	 	 	 	 	
Net income (loss)	 	$	53,756		 	$	53,756		 	$	51,534		 	$	(663	)	 	$	(104,627	)	 	$	53,756		
Adjustments to reconcile net income (loss)	 	 		 	 		 	 		 	 		 	 		
to cash provided by (used in) operating activities:	 	 		 	 		 	 		 	 		 	 		
Depreciation and amortization expense	 	—		 	204		 	34,388		 	5,200		 	—		 	39,792		
Non-cash restructuring costs	 	—		 	—		 	1,198		 	—		 	—		 	1,198		
Non-cash interest expense, net	 	—		 	10,595		 	—		 	—		 	—		 	10,595		
Gain on foreign currency transactions	 	—		 	—		 	—		 	(1,582	)	 	—		 	(1,582	)	
Non-cash litigation expense	 	—		 	650		 	—		 	—		 	—		 	650		
Stock based compensation	 	—		 	585		 	—		 	—		 	—		 	585		
Deferred income taxes	 	—		 	—		 	31,182		 	(757	)	 	—		 	30,425		
Increase in tax uncertainty,	 	 		 	 		 	 		 	 		 	 		 	 		
net of valuation allowance	 	—		 	—		 	202		 	—		 	—		 	202		
Equity in subsidiaries' net income (loss)	 	(53,756	)	 	(50,871	)	 	—		 	—		 	104,627		 	—		
Gain on sale of building	 	—		 	—		 	—		 	(1,880	)	 	—		 	(1,880	)	
Other	 	—		 	—		 	(75	)	 	—		 	—		 	(75	)	
Changes in operating assets and liabilities:	 	 		 	 		 	 		 	 		 	 		 	 		
Accounts receivable, net	 	—		 	—		 	(82,760	)	 	(15,181	)	 	—		 	(97,941	)	
Inventories	 	—		 	—		 	(31,637	)	 	(2,526	)	 	—		 	(34,163	)	
Prepaid expenses and other assets	 	—		 	(641	)	 	990		 	(453	)	 	—		 	(104	)	
Accounts payable	 	—		 	(5	)	 	23,740		 	(5,020	)	 	—		 	18,715		
Accrued expenses	 	—		 	(11,685	)	 	4,140		 	(5,900	)	 	—		 	(13,445	)	
Cash payments on restructuring liabilities	 	—		 	—		 	(693	)	 	—		 	—		 	(693	)	
Other	 	—		 	—		 	—		 	(237	)	 	—		 	(237	)	
Net cash provided by (used in)	 	 		 	 		 	 		 	 		 	 		 	 		
operating activities	 	—		 	2,588		 	32,209		 	(28,999	)	 	—		 	5,798		
Cash flows from investing activities:	 	 		 	 		 	 		 	 		 	 		 	 		
Capital expenditures	 	—		 	(2,128	)	 	(24,696	)	 	(1,753	)	 	—		 	(28,577	)	
Proceeds from sale of assets	 	—		 	—		 	80		 	2,359		 	—		 	2,439		
Net cash provided by (used in)	 	 		 	 		 	 		 	 		 	 		 	 		
investing activities	 	—		 	(2,128	)	 	(24,616	)	 	606		 	—		 	(26,138	)	
Cash flows from financing activities:	 	 		 	 		 	 		 	 		 	 		 	 		
Payments on long-term debt	 	—		 	(3,225	)	 	—		 	—		 	—		 	(3,225	)	
Payments to tax authority for employee
stock based compensation	 	—		 	(1,186	)	 	—		 	—		 	—		 	(1,186	)	
Proceeds from exercises of employee stock options	 	—		 	745		 	—		 	—		 	—		 	745		
Proceeds from intercompany	 	 		 	 		 	 		 	 		 	 		 			
investment	 	—		 	(18,105	)	 	(8,907	)	 	27,012		 	—		 	—		
Net cash provided by (used in)	 	 		 	 		 	 		 	 		 	 		 	 		
financing activities	 	—		 	(21,771	)	 	(8,907	)	 	27,012		 	—		 	(3,666	)	
Impact of exchange rate movements on cash	 	—		 	—		 	—		 	806		 	—		 	806		
Net decrease in cash and cash equivalents	 	—		 	(21,311	)	 	(1,314	)	 	(575	)	 	—		 	(23,200	)	
Cash and cash equivalents at the	 	 		 	 		 	 		 	 		 	 		 	 		
beginning of the period	 	—		 	50,035		 	(10,918	)	 	12,480		 	—		 	51,597		
Cash and cash equivalents at the end	 	 		 	 		 	 		 	 		 	 		 	 		
of the period	 	$	—		 	$	28,724		 	$	(12,232	)	 	$	11,905		 	$	—		 	$	28,397		

33

	
																									
PLY GEM HOLDINGS, INC. AND SUBSIDIARIES	
CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS	
For the nine months ended October 1, 2016	
(Amounts in thousands)	 	Guarantor	 	Issuer	 	 	 	Non-	 	 	 	 	
 	 	Ply Gem	 	Ply Gem	 	Guarantor	 	Guarantor	 	Consolidating	 	 	
 	 	Holdings, Inc.	 	Industries, Inc.	 	Subsidiaries	 	Subsidiary	 	Adjustments	 	Consolidated	
Cash flows from operating activities:	 	 	 	 	 	 	 	 	 	 	 	 	
Net income (loss)	 	$	68,824		 	$	68,824		 	$	142,865		 	$	(9,310	)	 	$	(202,379	)	 	$	68,824		
Adjustments to reconcile net income (loss)	 	 	 	 		 	 		 	 		 	 		 	 		
to cash provided by (used in) operating activities:	 	 	 	 		 	 		 	 		 	 		 	 		
Depreciation and amortization expense	 	—		 	117		 	37,271		 	5,078		 	—		 	42,466		
Non-cash restructuring expense	 	—		 	—		 	—		 	491		 	—		 	491		
Non-cash interest expense, net	 	—		 	10,143		 	—		 	—		 	—		 	10,143		
Gain on foreign currency transactions	 	—		 	—		 	—		 	(728	)	 	—		 	(728	)	
Loss on modification or extinguishment of debt	 	—		 	4,650		 	—		 	—		 	—		 	4,650		
Stock based compensation	 	—		 	808		 	—		 	—		 	—		 	808		
Deferred income taxes	 	—		 	—		 	(52,908	)	 	(172	)	 	—		 	(53,080	)	
Tax receivable agreement liability adjustment	 	—		 	60,606		 	—		 	—		 	—		 	60,606		
Increase in tax uncertainty,	 	 		 	 		 	 		 	 		 	 		 	 		
net of valuation allowance	 	—		 	—		 	190		 	—		 	—		 	190		
Equity in subsidiaries' net income (loss)	 	(68,824	)	 	(133,555	)	 	—		 	—		 	202,379		 	—		
Other	 	—		 	—		 	(43	)	 	—		 	—		 	(43	)	
Changes in operating assets and liabilities:	 	 		 	 		 	 		 	 		 	 		 	 		
Accounts receivable, net	 	—		 	—		 	(83,042	)	 	(5,408	)	 	—		 	(88,450	)	
Inventories	 	—		 	—		 	(17,538	)	 	145		 	—		 	(17,393	)	
Prepaid expenses and other assets	 	—		 	(985	)	 	(1,734	)	 	538		 	—		 	(2,181	)	
Accounts payable	 	—		 	9		 	14,062		 	1,835		 	—		 	15,906		
Accrued expenses	 	—		 	(13,174	)	 	15,424		 	(4,183	)	 	—		 	(1,933	)	
Cash payments on restructuring liabilities	 	—		 	—		 	(112	)	 	(491	)	 	—		 	(603	)	
Other	 	—		 	—		 	—		 	318		 	—		 	318		
Net cash provided by (used in)	 	 		 	 		 	 		 	 		 	 		 	 		
operating activities	 	—		 	(2,557	)	 	54,435		 	(11,887	)	 	—		 	39,991		
Cash flows from investing activities:	 	 		 	 		 	 		 	 		 	 		 	 		
Capital expenditures	 	—		 	(1,262	)	 	(22,959	)	 	(2,193	)	 	—		 	(26,414	)	
Proceeds from sale of assets	 	—		 	—		 	59		 	102		 	—		 	161		
Net cash used in	 	 		 	 		 	 		 	 		 	 		 	 		
investing activities	 	—		 	(1,262	)	 	(22,900	)	 	(2,091	)	 	—		 	(26,253	)	
Cash flows from financing activities:	 	 		 	 		 	 		 	 		 	 		 	 		
Payments on long-term debt	 	—		 	(63,225	)	 	—		 	—		 	—		 	(63,225	)	
Proceeds from exercises of employee stock options	 	—		 	689		 	—		 	—		 	—		 	689		
Proceeds from intercompany	 	 		 	 		 	 		 	 		 	 		 			
investment	 	—		 	34,262		 	(36,807	)	 	2,545		 	—		 	—		
Net cash provided by (used in)	 	 		 	 		 	 		 	 		 	 		 	 		
financing activities	 	—		 	(28,274	)	 	(36,807	)	 	2,545		 	—		 	(62,536	)	
Impact of exchange rate movement on cash	 	—		 	—		 	—		 	2,066		 	—		 	2,066		
Net decrease in cash and cash equivalents	 	—		 	(32,093	)	 	(5,272	)	 	(9,367	)	 	—		 	(46,732	)	
Cash and cash equivalents at the	 	 		 	 		 	 		 	 		 	 		 	 		
beginning of the period	 	—		 	94,692		 	(4,944	)	 	19,677		 	—		 	109,425		
Cash and cash equivalents at the end	 	 		 	 		 	 		 	 		 	 		 	 		
of the period	 	$	—		 	$	62,599		 	$	(10,216	)	 	$	10,310		 	$	—		 	$	62,693		

34

Item 2.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The information contained in this discussion and in the unaudited condensed consolidated financial statements and accompanying notes presented in this Quarterly Report on Form 10-Q should be read in conjunction with information set forth in Ply Gem Holdings’ Annual Report on Form 10-K for the year ended December 31, 2016 . Certain statements in this “Management’s Discussion and Analysis of Financial Condition and Results of Operations” are “forward-looking statements.” See “Special Note Regarding Forward-Looking Statements.” As used in this Quarterly Report on Form 10-Q, the “Company”, “we”, “us”, and “our” refer to Ply Gem Holdings and its subsidiaries, except where the context otherwise requires or as otherwise indicated.

Overview
We are a leading manufacturer of exterior building products in North America, operating in two reportable segments: (i) Siding, Fencing and Stone and (ii) Windows and Doors, which comprised approximately 49% and 51% of our net sales, respectively, for the three months ended September 30, 2017 . These two segments produce a comprehensive product line of vinyl siding, designer accents, cellular PVC trim, vinyl fencing, vinyl railing, stone veneer, roofing, and vinyl windows and doors used in both the new construction market and the home repair and remodeling market in the United States and Canada. Vinyl building products have the leading share of sales volume in siding and windows in the United States. We also manufacture vinyl and aluminum soffit and siding accessories, aluminum trim coil, wood windows, aluminum windows, vinyl and aluminum-clad windows and steel and fiberglass doors, enabling us to bundle complementary and color-matched products and accessories with our core products. We believe that our comprehensive product portfolio and geographically diverse, low cost manufacturing platform allow us to better serve our customers and provide us with a competitive advantage over other exterior building products suppliers.  
Since we incorporated in 2004, we have acquired ten additional businesses to complement and expand our product portfolio and geographic diversity, including one acquisition during 2014 and one during 2015. On September 19, 2014, we acquired all of the issued and outstanding shares of common stock of Fortune Brands Windows, Inc. ("Simonton"), a manufacturer of windows, for a purchase price of $130.0 million. On May 29, 2015, we acquired substantially all of the assets of Canyon Stone, Inc. (“Canyon Stone”), a manufacturer of stone veneer, for a purchase price of $21.0 million. Simonton is included in our Windows and Doors segment while Canyon Stone is included in our Siding, Fencing, and Stone segment.
Prior to January 11, 2010, Ply Gem Holdings was a wholly owned subsidiary of Ply Gem Investment Holdings, which was a wholly owned subsidiary of Ply Gem Prime. On January 11, 2010, Ply Gem Investment Holdings merged with and into Ply Gem Prime, with Ply Gem Prime being the surviving corporation. In May 2013, as part of the reorganization in connection with our initial public offering ("IPO"), Ply Gem Prime merged with and into us. The Company issued 18,157,895 shares of common stock at its IPO and received gross proceeds of approximately $381.3 million.
We are a holding company with no operations or assets of our own other than the capital stock of our subsidiaries. The terms of Ply Gem Industries' $350.0 million ABL Facility and the credit agreement governing the terms of its $430.0 million Term Loan Facility place restrictions on the ability of Ply Gem Industries and our other subsidiaries to pay dividends and otherwise transfer assets to us. Further, the terms of the indenture governing Ply Gem Industries' $650.0 million 6.50% Senior Notes place restrictions on the ability of Ply Gem Industries and our other subsidiaries to pay dividends and otherwise transfer assets to us.

35

Financial statement presentation
Net Sales.   Net sales represent the fixed selling price of our products plus certain shipping charges less applicable provisions for discounts and allowances.  Allowances include cash discounts, volume rebates and returns.
Cost of products sold.   Cost of products sold includes direct material and manufacturing costs, manufacturing depreciation, third-party and in-house delivery costs and product warranty expense.
Selling, general and administrative expenses.   Selling, general and administrative expenses (“SG&A expense”) includes all non-product related operating expenses, including selling, marketing, research and development costs, information technology, and other general and administrative expenses.
Operating earnings (loss).   Operating earnings (loss) represents net sales less cost of products sold, SG&A expense and amortization of intangible assets.
Impact of commodity pricing
PVC resin, aluminum, and glass are major components in the production of our products and changes in PVC resin, aluminum, and glass prices have a direct impact on our cost of products sold. Historically, we have been able to pass on a substantial portion of significant price increases to our customers. The results of operations for individual quarters can be negatively impacted by a delay between the time of raw material cost increases and price increases that we implement in our products, or conversely can be positively impacted by a delay between the time of a raw material price decrease and competitive pricing moves that we implement accordingly.
Impact of weather
Since our building products are intended for exterior use, our sales and operating earnings tend to be lower during periods of inclement weather. Weather conditions in the first and fourth quarters of each calendar year historically result in these quarters producing significantly less sales revenue than in any other period of the year. As a result, we have historically had lower profits or higher losses in the first quarter, and reduced profits in the fourth quarter of each calendar year due to the weather. Our results of operations for individual quarters in the future may be impacted by adverse weather conditions. In addition, favorable or unfavorable weather conditions may influence the comparability of our results from year to year or from quarter to quarter.
Critical Accounting Policies
Our discussion and analysis of financial condition and results of operations are based upon our condensed consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States, or GAAP. The preparation of our financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent liabilities. We base these estimates on our historical experience and on various other assumptions that we believe to be reasonable under the circumstances, and these estimates form the basis for our judgments concerning the carrying values of assets and liabilities that are not readily apparent from other sources. By their nature, these estimates and judgments are subject to an inherent degree of uncertainty. We periodically evaluate these estimates and judgments based on available information and experience. Actual results could differ from our estimates under different assumptions and conditions. If actual results significantly differ from our estimates, our financial condition and results of operations could be materially impacted. For more information regarding our critical accounting policies and estimates please refer to Management’s Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Policies contained in our Annual Report on Form 10-K for the year ended December 31, 2016 and Note 1 to our consolidated financial statements. There have been no material changes to the critical accounting policies previously disclosed in that report.

36

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

																		
 	 	For the three months ended	 	For the nine months ended	 	
(Amounts in thousands)	 	September 30, 2017	 	October 1, 2016	 	September 30, 2017	 	October 1, 2016	 	
 	 	(unaudited)	 	(unaudited)	 	(unaudited)	 	(unaudited)	 	
Net sales	 	 	 	 	 	 	 	 	 	
Siding, Fencing and Stone	 	$	278,179		 	$	258,924		 	$	732,609		 	$	679,711		 	
Windows and Doors	 	286,484		 	271,468		 	806,836		 	769,840		 	
Operating earnings (loss)	 	 		 	 		 	 		 	 		 	
Siding, Fencing and Stone	 	48,127		 	54,853		 	115,529		 	126,531		 	
Windows and Doors	 	20,251		 	18,911		 	46,405		 	35,662		 	
Unallocated	 	(6,477	)	 	(5,755	)	 	(22,108	)	 	(22,426	)	 	
Foreign currency gain (loss)	 	 		 	 		 	 		 	 		 	
Siding, Fencing and Stone	 	75		 	58		 	318		 	261		 	
Windows and Doors	 	735		 	(169	)	 	1,264		 	467		 	
Interest income (expense), net	 	 		 	 		 	 		 	 		 	
Siding, Fencing and Stone	 	10		 	6		 	20		 	16		 	
Windows and Doors	 	8		 	2		 	19		 	7		 	
Unallocated	 	(17,536	)	 	(17,813	)	 	(51,809	)	 	(55,035	)	 	
Income tax (provision) benefit	 	 		 	 		 	 		 	 		 	
Unallocated	 	(17,659	)	 	49,128		 	(35,882	)	 	48,597		 	
Tax Receivable Agreement liability adjustment	 	 	 	 	 	 	 	 	 	
Unallocated	 	—		 	(42,215	)	 	—		 	(60,606	)	 	
Loss on modification or extinguishment of debt	 	 		 	 		 	 	 	 	 	
Unallocated	 	—		 	(2,251	)	 	—		 	(4,650	)	 	
 	 	 	 	 	 	 	 	 	 	
Net income	 	$	27,534		 	$	54,755		 	$	53,756		 	$	68,824		 	
Our business is seasonal and the results of operations for the periods presented are not necessarily indicative of the results for a full fiscal year or any future period.
This review of performance is organized by business segment, reflecting the way we manage our business. Each business group leader is responsible for operating results down to operating earnings. We use operating earnings as a performance measure as it captures the income and expenses within the management control of our business leaders. Corporate management is responsible for making all financing decisions. Therefore, each segment discussion focuses on the factors affecting operating earnings, while interest expense and income taxes and certain other unallocated expenses are separately discussed at the corporate level.
The following tables set forth our results of operations based on the amounts and the percentage relationship of the items listed to net sales for the periods indicated. However, our results of operations set forth in the tables below may not necessarily be representative of our future operating results.

37

Siding, Fencing and Stone Segment

															
 	 	For the three months ended	
(Amounts in thousands)	 	September 30, 2017	 	October 1, 2016	
 	 	(unaudited)	 	(unaudited)	
Statement of operations data:	 	 	 	 	 	 	 	 	
Net sales	 	$	278,179		 	100.0	%	 	$	258,924		 	100.0	%	
Gross profit	 	71,779		 	25.8	%	 	80,760		 	31.2	%	
SG&A expense	 	21,391		 	7.7	%	 	22,562		 	8.7	%	
Amortization of intangible assets	 	2,261		 	0.8	%	 	3,345		 	1.3	%	
Operating earnings	 	48,127		 	17.3	%	 	54,853		 	21.2	%	
Currency transaction gain	 	75		 	—	%	 	58		 	—	%	
Net Sales
Net sales for the three months ended September 30, 2017 increased $19.3 million or 7.4% compared to the three months ended October 1, 2016. The 7.4% net sales increase was driven by a $15.4 million or 6.5% net sales increase for the U.S. market and a net sales increase of $3.9 million or 17.0% for the Canadian market. In the U.S. market, the 6.5% net sales increase resulted from improved U.S. market demand for our products, new business wins, and higher average selling prices, which increased in response to higher material costs. The favorable U.S. demand conditions increased our vinyl siding unit sales 6.2% during the three months ended September 30, 2017 compared to the three months ended October 1, 2016. Our average selling prices increased 1.1% in response to higher commodity costs resulting in increased net sales of approximately $3.7 million during the three months ended September 30, 2017 compared to the three months ended October 1, 2016. Overall, we achieved the 6.5% net sales increase in the U.S. market from improved volume, price, and market share gains that were partially offset by inventory buybacks of $0.6 million related to new business wins during the three months ended September 30, 2017. In Canada, we achieved the 17.0% net sales increase from increased unit volume sales of 4.9% for our vinyl siding products in Canada, higher average selling prices of 2.5%, and a favorable foreign currency impact of $1.1 million. Our improved net sales in the Canadian market continues to reflect the stabilization in the Canadian market despite the challenging conditions that currently exist in Canada from the significant decline in energy prices that have stymied housing and economic development particularly in Western Canada for the last several years.
Our building products are typically installed on a new construction home 90 to 120 days after the start of the home, therefore, single family housing starts commencing in the period from March 2017 to June 2017 directly impacts the demand for our products for the three months ended September 30, 2017. According to the U.S. Census Bureau, single family housing starts increased 9.0% during this lag affected time period reflecting these improved market conditions. Specifically, the heavy vinyl siding geographic areas in the Northeast decreased 2.7% while the Midwest increased 6.5% during this period. In addition to the new construction market improvement, remodeling activity, according to the Leading Indicator of Remodeling Activity (“LIRA”), reflected the 2017 third quarter trailing twelve months increasing 6.6% compared to the 2016 period. However, due to the relative high dollar value or “big ticket” nature of our replacement products, we believe that true remodeling market demand for our big ticket exterior products actually increased approximately 3.0%. Since our Siding, Fencing, and Stone segment is heavily weighted to the repair and remodeling market, we estimate the weighted average U.S. market increase to be 5.1% for the three months ended September 30, 2017, which our 6.2% vinyl siding unit net sales increase outperformed in the U.S. for the three months ended September 30, 2017. Our 6.2% vinyl siding unit sales exceeded the market indicators as reported by the Vinyl Siding Institute which reported that U.S. vinyl siding industry shipments increased 5.4% during the period. The improved U.S. and Canadian market conditions accounted for the majority of the 7.4% net sales increase achieved during the three months ended September 30, 2017, however our sales also benefited from new business wins.
For the three months ended September 30, 2017 and October 1, 2016, the percentage of net sales in vinyl siding and metal accessories represented approximately 57.4% and 25.3% and 59.4% and 23.3%, respectively, with our net sales of other products comprising approximately 17.3% and 17.3%, respectively.

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Gross Profit
Gross profit for the three months ended September 30, 2017 decreased $9.0 million or 11.1% compared to the three months ended October 1, 2016. The gross profit decrease resulted from higher raw material input costs that were not fully offset by selling prices, increased freight costs and the near-term negative impact from Hurricanes Harvey and Irma. The increased raw material costs were largely related to aluminum and PVC resin costs which increased 24.0% and 7.7%, respectively, during the three months ended September 30, 2017 relative to the three months ended October 1, 2016. This unfavorable material cost pricing decreased gross profit by approximately $10.8 million during the three months ended September 30, 2017 relative to the three months ended October 1, 2016. Although we were able to partially offset this $10.8 million with selling price increases of $3.7 million that were implemented during the first and second quarters of 2017, our realization from the first quarter of 2017 price increases was below expectations due to timing and market acceptance and, as a result, we announced additional price increases during the second quarter of 2017. These additional price increases are expected to improve gross margins during the latter portion of 2017 and into 2018. While historically we have successfully demonstrated our ability to pass along these material cost increases to customers, which enables our gross margins to be remain relatively stable over an annualized period, our gross profit margins may be compressed during periods of rising raw material costs and expand as our selling price increases take effect or material inflation abates. In addition to the higher material costs, we also incurred increased freight expenses during the three months ended September 30, 2017 of $2.2 million as well as higher operating costs relative to the three months ended October 1, 2016 that negatively impacted our gross profit. Furthermore, we incurred unfavorable mix from the $10.0 million increase in metal sales during the three months ended September 30, 2017 compared to the three months ended October 1, 2016, which carry lower gross profit margins than vinyl sales.
Hurricanes Harvey and Irma negatively impacted our third quarter results by approximately $1.1 million and we expect this to have a continued negative impact through the remainder of 2017. Hurricane Harvey’s torrential rainfall and flooding of the Houston, Texas area negatively impacted our raw material sourcing costs as two of the four domestic PVC resin suppliers declared “force majeure”. In addition, we incurred higher freight charges related to moving our existing supply of PVC resin between our plants because of the temporary PVC resin shortage in the Houston chemical market which supplies a significant percentage of the total U.S. PVC resin market. Since Hurricanes Harvey and Irma occurred on August 24 th and September 10 th , respectively, the negative impact from these storms commenced during the three months ended September 30, 2017 but the negative impact on our gross profit will increase during our fourth quarter from continued negative raw material pricing, sourcing and freight costs.
As a percentage of net sales, gross profit decreased from 31.2% for the three months ended October 1, 2016 to 25.8% for the three months ended September 30, 2017. The 540 basis point decrease for the three months ended September 30, 2017 resulted from increased raw material costs primarily for aluminum and PVC resin that were not fully offset during the period by increased selling prices. In addition, our gross profit margins were negatively impacted by Hurricanes Harvey and Irma as well as higher operating and freight costs during the three months ended September 30, 2017.
Selling, general and administrative expenses
SG&A expense for the three months ended September 30, 2017 decreased $1.2 million or 5.2% compared to the three months ended October 1, 2016. The SG&A expense decrease resulted from lower management incentive compensation expense of $1.3 million incurred during the three months ended September 30, 2017 compared to the three months ended October 1, 2016. As a percentage of net sales, SG&A expense decreased 100 basis points from 8.7% for the three months ended October 1, 2016 to 7.7% for the three months ended September 30, 2017 as a result of the lower compensation expense and improved operating leverage related to the net sales increase.
Amortization of intangible assets
Amortization expense for the three months ended September 30, 2017 decreased $1.1 million or 32.4% compared to the three months ended October 1, 2016 due to certain customer relationship intangible assets becoming fully amortized during the year ended December 31, 2016. As a percentage of net sales, amortization expense decreased to 0.8% for the three months ended September 30, 2017 from 1.3% for the three months ended October 1, 2016.

39

	
															
 	 	For the nine months ended	
(Amounts in thousands)	 	September 30, 2017	 	October 1, 2016	
 	 	(unaudited)	 	(unaudited)	
Statement of operations data:	 	 	 	 	 	 	 	 	
Net sales	 	$	732,609		 	100.0	%	 	$	679,711		 	100.0	%	
Gross profit	 	190,773		 	26.0	%	 	204,771		 	30.1	%	
SG&A expense	 	68,537		 	9.4	%	 	68,219		 	10.0	%	
Amortization of intangible assets	 	6,707		 	0.9	%	 	10,021		 	1.5	%	
Operating earnings	 	115,529		 	15.8	%	 	126,531		 	18.6	%	
Currency transaction gain	 	318		 	—	%	 	261		 	—	%	
Net Sales
Net sales for the nine months ended September 30, 2017 increased $52.9 million or 7.8% compared to the nine months ended October 1, 2016. The 7.8% net sales increase was driven by a $47.6 million or 7.6% net sales increase for the U.S. market and a net sales increase of $5.3 million or 9.4% for the Canadian market despite having one less shipping day during the nine months ended September 30, 2017 compared to the nine months ended October 1, 2016 due to the timing of our fiscal calendar which lowered net sales $2.6 million. In the U.S. market, the 7.6% net sales increase resulted from improved U.S. market demand for our products, new business wins, and higher average selling prices, which increased in response to higher material costs. The favorable U.S. demand factors increased our vinyl siding unit sales by 5.7% during the nine months ended September 30, 2017 compared to the nine months ended October 1, 2016. Our average selling prices increased 0.7% in response to higher commodity costs resulting in increased net sales of approximately $9.6 million during the nine months ended September 30, 2017 compared to the nine months ended October 1, 2016. Overall, we achieved the 7.6% net sales increase in the U.S. market from improved volume, price, and market share gains that were partially offset by inventory buybacks of $1.8 million related to new business wins during the nine months ended September 30, 2017. In Canada, we achieved the 9.4% net sales increase from increased unit volume sales of 4.7% for our vinyl siding products in Canada and a favorable foreign currency impact of $0.9 million. Our improved net sales in the Canadian market continues to reflect the stabilization in the Canadian market despite the challenging conditions that currently exist in Canada from the significant decline in energy prices that have stymied housing and economic development particularly in Western Canada for the last several years.
Our building products are typically installed on a new construction home 90 to 120 days after the start of the home, therefore, single family housing starts commencing in the period from September 2016 to June 2017 directly impacts the demand for our products for the nine months ended September 30, 2017. According to the U.S. Census Bureau, single family housing starts increased 8.4% during this lag affected time period reflecting these improved market conditions. Specifically, the heavy vinyl siding geographic areas in the Northeast increased 1.2% while the Midwest increased 9.4% during this period. In addition to the new construction market improvement, remodeling activity, according to the LIRA, reflected the 2017 third quarter trailing twelve months increasing 6.6% compared to the 2016 period. However, due to the relative high dollar value or “big ticket” nature of our replacement products, we believe that true remodeling market demand for our big ticket exterior products actually increased approximately 3.0%. Since our Siding, Fencing, and Stone segment is heavily weighted to the repair and remodeling market, we estimate the weighted average U.S. market increase to be 4.9% for the nine months ended September 30, 2017, which we exceeded with our 5.7% vinyl siding unit net sales increase in the U.S. for the nine months ended September 30, 2017. Our 5.7% vinyl siding unit sales increase also exceeded the market indicators as reported by the Vinyl Siding Institute which reported that U.S. vinyl siding industry shipments increased 4.5% during the period. The improved U.S. and Canadian market conditions accounted for the majority of the 7.8% net sales increase achieved during the nine months ended September 30, 2017, however our sales also benefited from new business wins which we believe is demonstrated by the improvement in our U.S. market position in vinyl siding, which increased from 39.5% to 39.9% for the comparable nine month period, while our share of the Canadian vinyl siding market improved from 31.6% to 32.6% for the comparable nine month period.
For the nine months ended September 30, 2017 and October 1, 2016, the percentage of net sales in vinyl siding and metal accessories represented approximately 57.2% and 25.1% and 58.4% and 24.3%, respectively, with our net sales of other products comprising approximately 17.7% and 17.3%, respectively.

40

Gross Profit
Gross profit for the nine months ended September 30, 2017 decreased $14.0 million or 6.8% compared to the nine months ended October 1, 2016. The gross profit decrease resulted from higher raw material input costs that were not fully offset by increases in average selling prices, higher freight costs and the near-term negative impact of Hurricanes Harvey and Irma. The increased raw materials were largely related to aluminum and PVC resin which increased 21.9% and 10.3%, respectively, during the nine months ended September 30, 2017 relative to the nine months ended October 1, 2016. This unfavorable material cost pricing decreased gross profit by approximately $24.9 million during the nine months ended September 30, 2017 relative to the nine months ended October 1, 2016. Although we were able to partially offset this $24.9 million with selling price increases of $9.6 million that were implemented during the first and second quarters of 2017, our realization from the early price increases was below expectations due to timing and market acceptance and, as a result, we announced additional price increases during the second quarter of 2017. These additional price increases are expected to improve gross margins during the latter portion of 2017 and into 2018. While historically we have successfully demonstrated our ability to pass along these material cost increases to customers, which enables our gross margins to be remain relatively stable over an annualized period, our gross profit margins may be compressed during periods of rising raw material costs and expand as our selling price increases take effect or material inflation abates. In addition to the higher material costs, we also incurred increased freight expenses during the nine months ended September 30, 2017 of $3.0 million as well as higher operating costs relative to the nine months ended October 1, 2016 that negatively impacted our gross profit. Furthermore, we incurred unfavorable mix from the $19.1 million increase in metal sales during the nine months ended September 30, 2017 compared to the nine months ended October 1, 2016, which carry lower gross profit margins than vinyl sales. The negative trends within gross profit were partially offset by improved operating metrics within our Canadian business which had higher gross profit of $1.3 million for the nine months ended September 30, 2017 as compared to the nine months ended October 1, 2016, which can be attributed to higher average selling prices, improved market conditions within Canada that led to unit volume increases, and favorable foreign currency rates.
In addition to the higher material, operating, and freight costs as well as unfavorable product mix, we were also negatively impacted by Hurricanes Harvey and Irma by approximately $1.1 million during the nine months ended September 30, 2017. Hurricane Harvey’s torrential rainfall and flooding of the Houston, Texas area negatively impacted our raw material sourcing with two of the four domestic PVC resin producers declaring “force majeure”. In addition, we incurred higher freight charges related to moving our existing supply of PVC resin between our plants because of the temporary PVC resin shortage in the Houston chemical market which supplies a significant percentage of the total U.S. PVC resin market. Since Hurricanes Harvey and Irma occurred on August 24 th and September 10 th , respectively, the negative impact from these storms commenced during the later portion of our nine months ended September 30, 2017 but the negative impact on our gross profit will increase during our fourth quarter from continued negative raw material pricing, sourcing and freight costs. Overall, our gross profit declined during the nine months ended September 30, 2017 compared to the nine months ended October 1, 2016 despite volume increases and higher average selling prices that were fully offset by higher material, freight, and operating costs.
As a percentage of net sales, gross profit decreased from 30.1% for the nine months ended October 1, 2016 to 26.0% for the nine months ended September 30, 2017. The 410 basis point decrease for the nine months ended September 30, 2017 resulted from increased raw material costs primarily for aluminum and PVC resin that were not fully offset during the period by increased selling prices. In addition, our gross profit margins were unfavorably impacted by Hurricanes Harvey and Irma as well as higher operating and freight costs during the nine months ended September 30, 2017.
Selling, general and administrative expenses
SG&A expense for the nine months ended September 30, 2017 increased $0.3 million or 0.5% compared to the nine months ended October 1, 2016. The $0.3 million SG&A expense increase resulted from $1.7 million in higher selling and marketing expenses related to the 7.8% net sales increase partially offset by lower management compensation expense of $1.4 million for the nine months ended September 30, 2017 as compared to the nine months ended October 1, 2016. As a percentage of net sales, SG&A expense decreased 60 basis points from 10.0% for the nine months ended October 1, 2016 to 9.4% for the nine months ended September 30, 2017 as a result of the lower management compensation expense and improved operating leverage related to the net sales increase.
Amortization of intangible assets
Amortization expense for the nine months ended September 30, 2017 decreased $3.3 million or 33.1% compared to the nine months ended October 1, 2016 due to certain customer relationship intangible assets becoming fully amortized during the year ended December 31, 2016. As a percentage of net sales, amortization expense decreased to 0.9% for the nine months ended September 30, 2017 from 1.5% for the nine months ended October 1, 2016.

41

Currency transaction gain
The currency transaction gain for the nine months ended September 30, 2017 was $0.3 million resulting from the impact of the Canadian dollar fluctuation. The currency transaction gain for the nine months ended October 1, 2016 was $0.3 million resulting from the fluctuation in the Canadian dollar during the period.

Windows and Doors Segment

															
 	 	For the three months ended	
(Amounts in thousands)	 	September 30, 2017	 	October 1, 2016	
 	 	(unaudited)	 	(unaudited)	
Statement of operations data:	 	 	 	 	 	 	 	 	
Net sales	 	$	286,484		 	100.0	%	 	$	271,468		 	100.0	 %	
Gross profit	 	60,187		 	21.0	%	 	56,040		 	20.6	 %	
SG&A expense	 	36,856		 	12.9	%	 	34,045		 	12.5	 %	
Amortization of intangible assets	 	3,080		 	1.1	%	 	3,084		 	1.1	 %	
Operating earnings	 	20,251		 	7.1	%	 	18,911		 	7.0	 %	
Currency transaction gain (loss)	 	735		 	0.3	%	 	(169	)	 	(0.1	)%	
Net Sales
Net sales for the three months ended September 30, 2017 increased $15.0 million or 5.5% compared to the three months ended October 1, 2016. The 5.5% net sales increase resulted from improved U.S. and Canadian market demand conditions, which favorably impacted our new construction and repair and remodeling businesses. For the three months ended September 30, 2017 compared to the three months ended October 1, 2016, our U.S. new construction business increased $6.6 million or 3.8% while our U.S. repair and remodeling business increased $0.8 million or 1.1% due primarily to higher average selling prices of 2.7%. Our Canadian net sales increased $7.6 million or 29.3% for the three months ended September 30, 2017 relative to the three months ended October 1, 2016 due to an improving Western Canadian market which culminated in a unit volume increase of 23.5% and higher average selling prices of 2.2%. Our Western Canada sales have been impacted by depressed market conditions that resulted from the significant decline in energy prices that have stymied housing and economic development in Western Canada, however recently we have begun to see some recovery in those markets.

42

The net sales increase for the U.S. market can be attributed to improved market conditions as evidenced by the U.S. Census Bureau reporting that single family housing starts increased 9.0% during the lag effected period which resulted in higher net sales for our new construction business. Our building products are typically installed on a new construction home 90 to 120 days after the start of the home, therefore single family starts commencing in the period from March 2017 to June 2017 directly impacts the demand for our products for the three months ended September 30, 2017. For the repair and remodeling business, LIRA reported that the 2017 trailing twelve months increased 6.6% compared to the 2016 period creating a favorable demand environment. However, due to the relative high dollar value or “big ticket” nature of our replacement products, we believe that true remodeling market demand for our big ticket exterior products actually increased approximately 3.0%. Our vinyl unit net sales for new construction increased 3.3% which was less than the 9.0% new construction market increase while our repair and remodeling unit sales decreased 1.5% which was lower than the repair and remodeling demand market indicators for the three months ended September 30, 2017. The lower unit volumes for new construction relative to market indicators resulted from our ability to realize higher average selling prices on our products combined with aggressive price action taken by certain competitors which suppressed our market gains. The lower unit volumes relative to the overall market for our repair and remodeling window products was caused by acquisition integration activities for certain customers, which adversely impacted unit volumes in certain geographic areas. In addition to these factors, Hurricanes Harvey and Irma negatively impacted our ability to ship product to significant markets in Florida and the southeast region of the U.S. and Houston for certain days in late August and early September resulting in estimated lost net sales of approximately $4.2 million for the three months ended September 30, 2017. For the three months ended September 30, 2017 relative to the three months ended October 1, 2016, our net sales in Houston decreased 4.2% due primarily to the hurricane impact. Despite these lower net sales amounts relative to demand market indicators for our new construction and repair and remodeling businesses, we achieved an overall 5.5% net sales increase from higher average selling prices of 2.7% for the three months ended September 30, 2017 compared to the three months ended October 1, 2016. These higher average selling prices increased our U.S. and Canadian net sales by approximately $6.8 million and $0.9 million, respectively, for the three months ended September 30, 2017 compared to the three months ended October 1, 2016.
Gross Profit
Gross profit for the three months ended September 30, 2017 increased $4.1 million or 7.4% compared to the three months ended October 1, 2016. The gross profit increase for the three months ended September 30, 2017 resulted from the continued improvement in our new construction business partially offset by lower unit sales and gross profit performance for our repair and remodeling business within the U.S. while our Canadian business experienced improved gross profit of $2.5 million relative to the prior year period. Gross profit for our U.S. new construction business increased $2.8 million while our repair and remodeling gross profit declined $1.2 million for the three months ended September 30, 2017 compared to the three months ended October 1, 2016. The gross profit net improvement for our U.S. businesses was driven by increased selling prices of 2.7% and favorable product mix, which improved gross profit by $6.8 million partially offset by declining gross margins within our repair and remodeling business which experienced lower unit volumes during the period decreasing our manufacturing operating leverage. Our Canadian business also experienced favorable pricing of $0.9 million from achieving higher average selling prices of 2.2% for the three months ended September 30, 2017 relative to the three months ended October 1, 2016. These factors combined with improved manufacturing leverage from the unit volume increases and a favorable foreign currency impact of $0.2 million enabled our Canadian business to realize improved gross profit despite the challenging economic and demand conditions that exist in Western Canada due to lower energy prices.
For the Windows and Doors segment, we achieved higher average selling prices during the three months ended September 30, 2017 compared to the three months ended October 1, 2016 from announced price increases implemented to offset the aforementioned raw material cost increases for aluminum and PVC resin as well as glass costs. These higher material costs negatively impacted our gross profit by approximately $4.5 million during the three months ended September 30, 2017 compared to the three months ended October 1, 2016. In addition to the higher material costs, our gross profit was negatively impacted by Hurricanes Harvey and Irma during the three months ended September 30, 2017. We incurred lost sales of approximately $4.2 million with an estimated gross profit of approximately $1.2 million from the hurricanes impacting our significant new construction and repair and remodeling window markets in Houston and Florida as well as higher freight costs of approximately $0.9 million and higher material costs of approximately $0.1 million from moving our existing supply of PVC resin between our plants because of the temporary PVC shortages in the Houston area. Since Hurricanes Harvey and Irma occurred on August 24 th and September 10 th , respectively, the negative impact from these storms commenced during the later portion of our three months ended September 30, 2017 but the negative impact on our gross profit will increase during our fourth quarter from continued negative raw material pricing, sourcing and freight costs. Overall, our net sales increase of 5.5% partially offset by higher material costs enabled us to improve our gross profit during the three months ended September 30, 2017 compared to the three months ended October 1, 2016.

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As a percentage of net sales, gross profit increased from 20.6% for the three months ended October 1, 2016 to 21.0% for the three months ended September 30, 2017. The 40 basis point increase in gross profit reflects improvements of 100 basis points for our U.S. new construction businesses and 200 basis points for our Canadian business partially offset by a 100 basis point deterioration in our repair and remodeling business due to lower operating leverage on reduced unit sales volume. These net gross margin improvements resulted from improved demand levels and higher average selling prices partially offset by rising material costs for the three months ended September 30, 2017 compared to the three months ended October 1, 2016.
Selling, general and administrative expenses
SG&A expense for the three months ended September 30, 2017 increased $2.8 million or 8.3% compared to the three months ended October 1, 2016. The $2.8 million SG&A expense increase was largely due to increased selling and marketing expenses of $2.0 million related to the net sales increase. As a percentage of net sales, SG&A expense increased modestly by 40 basis points from 12.5% for the three months ended October 1, 2016 to 12.9% for the three months ended September 30, 2017.
Amortization of intangible assets
Amortization expense for the three months ended September 30, 2017 remained consistent at $3.1 million compared to the three months ended October 1, 2016. As a percentage of net sales, amortization expense remained consistent at 1.1% for the three months ended September 30, 2017 and October 1, 2016.
Currency transaction gain (loss)
The currency transaction gain for the three months ended September 30, 2017 was $0.7 million resulting from the impact of the Canadian dollar fluctuation. The currency transaction loss for the three months ended October 1, 2016 was $0.2 million resulting from the fluctuation in the Canadian dollar during the period.

															
 	 	For the nine months ended	
(Amounts in thousands)	 	September 30, 2017	 	October 1, 2016	
 	 	(unaudited)	 	(unaudited)	
Statement of operations data:	 	 	 	 	 	 	 	 	
Net sales	 	$	806,836		 	100.0	%	 	$	769,840		 	100.0	%	
Gross profit	 	167,606		 	20.8	%	 	154,019		 	20.0	%	
SG&A expense	 	111,965		 	13.9	%	 	109,100		 	14.2	%	
Amortization of intangible assets	 	9,236		 	1.1	%	 	9,257		 	1.2	%	
Operating earnings	 	46,405		 	5.8	%	 	35,662		 	4.6	%	
Currency transaction gain	 	1,264		 	0.2	%	 	467		 	0.1	%	
Net Sales
Net sales for the nine months ended September 30, 2017 increased $37.0 million or 4.8% compared to the nine months ended October 1, 2016. The 4.8% net sales increase resulted from improved U.S. market demand conditions, which favorably impacted our new construction business despite having one less shipping day during the nine months ended September 30, 2017 compared to the nine months ended October 1, 2016 due to the timing of our fiscal calendar which lowered net sales $3.6 million. For the nine months ended September 30, 2017 compared to the nine months ended October 1, 2016, our U.S. new construction business increased $31.1 million or 6.4% primarily from higher average selling prices of 3.3% while our U.S. repair and remodeling business decreased $6.3 million or 3.0% as a result of lower unit volume sales of 3.8%. Our Canadian net sales increased $12.2 million or 17.7% for the nine months ended September 30, 2017 relative to the nine months ended October 1, 2016 due to an improving Western Canadian market which culminated in a unit volume increase of 11.5%. Our Western Canada sales have been impacted by depressed market conditions that resulted from the significant decline in energy prices that have stymied housing and economic development in Western Canada, however recently we have begun to see some recovery in those markets.

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The net sales increase for the U.S. market can be attributed to improved market conditions as evidenced by the U.S. Census Bureau reporting that single family housing starts increased 8.4% during the lag effected period which resulted in higher net sales for our new construction business. Our building products are typically installed on a new construction home 90 to 120 days after the start of the home, therefore single family starts commencing in the period from September 2016 to June 2017 directly impacts the demand for our products for the nine months ended September 30, 2017. For the repair and remodeling business, LIRA reported that the 2017 trailing twelve months increased 6.6% compared to the 2016 period creating a favorable demand environment. However, due to the relative high dollar value or “big ticket” nature of our replacement products, we believe that true remodeling market demand for our big ticket exterior products actually increased approximately 3.0%. Our vinyl unit net sales for new construction increased 4.3% which was less than the 8.4% new construction market increase while our repair and remodeling unit sales decreased 3.8% which was lower than the repair and remodeling demand market indicators for the nine months ended September 30, 2017. The lower unit volumes for new construction relative to market indicators resulted from our ability to realize higher average selling prices on our products combined with aggressive price action taken by certain competitors which suppressed our market gains. The lower unit volumes relative to the overall market for our repair and remodeling window products was caused by acquisition integration activities for certain customers, which adversely impacted unit volumes in certain geographic areas. In addition, Hurricanes Harvey and Irma negatively impacted our ability to ship product to significant markets in Houston and Florida for certain days in late August and early September resulting in estimated lost net sales of approximately $4.2 million for the nine months ended September 30, 2017. For the nine months ended September 30, 2017 relative to the nine months ended October 1, 2016, our net sales in Houston decreased 9.3%. Despite these lower net sales amounts relative to demand market indicators for our new construction and repair and remodeling businesses, we achieved an overall 4.8% net sales increase from higher average selling prices of 3.3% for the nine months ended September 30, 2017 compared to the nine months ended October 1, 2016. These higher average selling prices increased our U.S. and Canadian net sales by approximately $22.9 million and $3.7 million, respectively, for the nine months ended September 30, 2017 compared to the nine months ended October 1, 2016.
Gross Profit
Gross profit for the nine months ended September 30, 2017 increased $13.6 million or 8.8% compared to the nine months ended October 1, 2016. The gross profit increase for the nine months ended September 30, 2017 resulted from the continued improvement in our new construction business partially offset by declining gross profit performance for our repair and remodeling business within the U.S. while our Canadian business experienced improved gross profit of $4.9 million relative to the prior year period. Gross profit for our U.S. new construction business increased $10.1 million while our repair and remodeling gross profit declined $1.4 million for the nine months ended September 30, 2017 compared to the nine months ended October 1, 2016. The gross profit net improvement for our U.S. businesses was driven by increased selling prices of 3.3% and favorable product mix, which improved gross profit by $22.9 million partially offset by lower gross margins within our repair and remodeling business which experienced reduced unit volumes during the period decreasing our manufacturing operating leverage. Our Canadian business also experienced favorable pricing of $3.7 million from higher average selling prices for the nine months ended September 30, 2017 relative to the nine months ended October 1, 2016. These factors combined with improved manufacturing leverage from the unit volume increases and a favorable foreign currency impact of $0.2 million enabled our Canadian business to realize improved gross profit of $4.9 million despite the challenging economic and demand conditions that exist in Western Canada due to lower energy prices.
For the Windows and Doors segment, we achieved higher average selling prices during the nine months ended September 30, 2017 compared to the nine months ended October 1, 2016 from announced price increases implemented to offset the aforementioned raw material cost increases for aluminum and PVC resin as well as glass costs. These higher material costs negatively impacted our gross profit by approximately $12.5 million during the nine months ended September 30, 2017 compared to the nine months ended October 1, 2016. In addition to the higher material costs, our gross profit was negatively impacted by Hurricanes Harvey and Irma during the nine months ended September 30, 2017. We incurred lost sales of approximately $4.2 million with an estimated gross profit of approximately $1.2 million from the hurricanes impacting our significant new construction and repair and remodeling window markets in Florida and Houston as well as higher material costs of approximately $0.1 million and higher freight expenses of approximately $0.4 million from moving our existing supply of PVC resin between our plants because of the temporary shortages in the Houston area. Since Hurricanes Harvey and Irma occurred on August 24 th and September 10 th , respectively, the negative impact from these storms commenced during the later portion of our nine months ended September 30, 2017 but the negative impact on our gross profit will increase during our fourth quarter from continued negative raw material pricing and sourcing. Overall, our net sales increase of 4.8% partially offset by higher material costs enabled us to improve our gross profit during the nine months ended September 30, 2017 compared to the nine months ended October 1, 2016.

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As a percentage of net sales, gross profit increased from 20.0% for the nine months ended October 1, 2016 to 20.8% for the nine months ended September 30, 2017. The 80 basis point increase in gross profit reflects improvements of 140 basis points for our U.S. new construction businesses and 310 basis points for our Canadian business partially offset by a 90 basis point deterioration in our repair and remodeling business due to lower operating leverage on reduced unit sales volume. These net gross margin improvements resulted from improved demand levels and higher average selling prices partially offset by rising material costs for the nine months ended September 30, 2017 compared to the nine months ended October 1, 2016.
Selling, general and administrative expenses
SG&A expense for the nine months ended September 30, 2017 increased $2.9 million or 2.6% compared to the nine months ended October 1, 2016. The $2.9 million SG&A expense increase primarily resulted from increased selling and marketing expenses of $1.9 million and increased bad debt expense of $0.7 million both of which were related to the net sales increase of 4.8%. As a percentage of net sales, SG&A expense decreased 30 basis points from 14.2% for the nine months ended October 1, 2016 to 13.9% for the nine months ended September 30, 2017.
Amortization of intangible assets
Amortization expense for the nine months ended September 30, 2017 decreased $0.0 million or 0.2% compared to the nine months ended October 1, 2016. As a percentage of net sales, amortization expense decreased to 1.1% for the nine months ended September 30, 2017 from 1.2% for the nine months ended October 1, 2016.
Currency transaction gain
The currency transaction gain for the nine months ended September 30, 2017 was $1.3 million resulting from the impact of the Canadian dollar fluctuation. The currency transaction gain for the nine months ended October 1, 2016 was $0.5 million resulting from the fluctuation in the Canadian dollar during the period.
Combined quarterly profitability and seasonality trend
Our consolidated gross profit margin decreased from 25.8% for the three months ended October 1, 2016 to 23.4% for the three months ended September 30, 2017.  This gross profit decrease was primarily attributed to our Siding, Fencing, and Stone’s gross margin deterioration of 540 basis points resulting from higher material costs of aluminum and PVC resin, which increased 24.0% and 7.7%, respectively, that were not fully offset by higher selling prices during the three months ended September 30, 2017 relative to the three months ended October 1, 2016.  In addition, gross profit was also negatively impacted by unfavorable freight and operating costs during the three months ended September 30, 2017 compared to the three months ended October 1, 2016 as well as negatively impacted by Hurricanes Harvey and Irma. This gross profit decline was partially offset by a 40 basis point increase in our Windows and Doors' gross profit resulting from improved demand and improved pricing for our new construction business and our Canadian window business.
SG&A expense as a percentage of net sales was 11.5% for the three months ended September 30, 2017 as compared to 11.8% for the three months ended October 1, 2016.  The decrease in SG&A expenses as a percentage of net sales can be attributed to lower management incentive compensation expense partially offset by increased selling and marketing expenses attributed to our net sales increase of 6.5%.

As a result of the reduction in our gross profit percentages for the three months ended September 30, 2017 relative to the three months ended October 1, 2016, we have announced price increases to offset these material cost increases for aluminum, PVC resin, and glass.  Consistent with prior years, our gross margins are negatively impacted during periods of rising material costs but we have successfully shown historically our ability to offset this impact with price increases.  Overall, our key performance metrics and trends on an absolute basis have improved relative to the prior year comparable period and to our first quarter, which is typically our lower performing quarter due to seasonality.  The positive trend in our 2017 operating performance continued during the three months ended September 30, 2017 with higher net sales from improved market conditions and improved average selling prices.

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Unallocated Operating Earnings, Interest, and Provision for Income Taxes

									
 	 	For the three months ended	
(Amounts in thousands)	 	September 30, 2017	 	October 1, 2016	
 	 	(unaudited)	 	(unaudited)	
Statement of operations data:	 	 	 	 	
SG&A expense	 	$	(6,477	)	 	$	(5,755	)	
Operating loss	 	(6,477	)	 	(5,755	)	
Interest expense	 	(17,545	)	 	(17,815	)	
Interest income	 	9		 	2		
Loss on modification or extinguishment of debt	 	—		 	(2,251	)	
Tax Receivable Agreement liability adjustment	 	—		 	(42,215	)	
Income tax (provision) benefit for income taxes	 	$	(17,659	)	 	$	49,128		
Operating loss
Unallocated losses include items that are not directly attributed to or allocated to either of our reporting segments. Such items include legal costs, corporate payroll, and unallocated finance and accounting expenses. The unallocated operating loss for the three months ended September 30, 2017 increased by $0.7 million or 12.5% compared to the same period in 2016 due primarily to increases in other general professional expenses partially offset by decreased management incentive compensation of $1.0 million.
Interest expense
Interest expense for the three months ended September 30, 2017 decreased by approximately $0.3 million or 1.5% compared to the same period in 2016 as a result of the reduction in the Term Loan Facility principal balance period over period. During March, August and November 2016, we made a total of $160.0 million in voluntary payments on the Term Loan Facility in addition to our normal quarterly amortization payments of $1.1 million, or $4.3 million annually, which reduced our outstanding borrowings and our quarterly interest expense.
Tax Receivable Agreement ("TRA") liability adjustment
Since the inception of the TRA liability with the Company’s 2013 IPO, we had previously been in a full valuation allowance for federal purposes and a partial valuation allowance for certain state and Canadian jurisdictions. As a result of the Company’s tax valuation allowance position for federal and state purposes, we previously calculated the TRA liability considering (i) current year taxable income only (due to the uncertainty of future taxable income associated with our cumulative loss position) and (ii) future income due to the expected reversals of deferred tax liabilities. Our future taxable income estimates were used to determine the cumulative NOLs that are expected to be utilized and the TRA liability was accordingly adjusted using the 85% TRA rate.
During the three months ended October 1, 2016, we released our federal valuation allowance and a portion of our state valuation allowance for $50.1 million due to positive factors outweighing negative evidence, specifically no longer being in a cumulative loss position. This release thereby eliminated any uncertainty as to future taxable income. Consequently, we could utilize future forecasts of taxable income beyond the 2016 tax year to determine the TRA liability as of October 1, 2016. Our future taxable income estimates were used to determine the cumulative NOLs that are expected to be utilized and the TRA liability was accordingly adjusted using the 85% TRA rate. As a result of including future taxable income beyond 2016, we recognized a $42.2 million increase to the TRA liability during the three months ended October 1, 2016 bringing the total TRA liability to $84.4 million.
For the three months ended September 30, 2017, we did not incur a TRA adjustment as the majority of the anticipated liability was recognized during 2016 when the federal valuation allowance was released and forecasts beyond the current fiscal year for taxable income were utilized to estimate the TRA liability. The remaining estimated TRA liability to be expensed of $4.3 million will be recognized when the Company is no longer in a cumulative loss position for certain states.
The total TRA liability as of September 30, 2017 is $79.7 million. This amount represents the originally anticipated TRA liability at the IPO date with approximately $4.3 million remaining to be expensed through operations for state purposes as we remain in a state tax valuation allowance position as of September 30, 2017 for certain states. This remaining liability will be recognized as the state valuation allowances are released in future years.

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Loss on modification or extinguishment of debt
During August 2016, we voluntarily paid $30.0 million on the Term Loan Facility to reduce our outstanding indebtedness as allowable under the terms of the agreement governing the Term Loan Facility. We performed an analysis to determine the proper accounting treatment for this voluntary payment by evaluating the change in cash flows and determining that there were no changes in the creditors as a result of the payment. Consequently, we recognized a loss on debt modification or extinguishment of approximately $2.3 million for the three months ended October 1, 2016 consisting of the proportionate write off of the related debt issuance costs and debt discount.
Income taxes
Our pre-tax income for the three months ended September 30, 2017 was approximately $45.2 million compared to pre-tax income of $5.6 million including the $42.2 million TRA liability adjustment for the three months ended October 1, 2016. The income tax provision for the three months ended September 30, 2017 increased $66.8 million compared to the same period in 2016. The increase is primarily related to the reversal of the valuation allowance for federal and certain state jurisdictions during the three months ended October 1, 2016. As of September 30, 2017, we still remain in a valuation allowance position for certain state and Canadian jurisdictions.

	
									
 	 	For the nine months ended	
(Amounts in thousands)	 	September 30, 2017	 	October 1, 2016	
 	 	(unaudited)	 	(unaudited)	
Statement of operations data:	 	 	 	 	
SG&A expense	 	$	(22,108	)	 	$	(22,426	)	
Operating loss	 	(22,108	)	 	(22,426	)	
Interest expense	 	(51,830	)	 	(55,040	)	
Interest income	 	21		 	5		
Loss on modification or extinguishment of debt	 	—		 	(4,650	)	
Tax receivable agreement liability adjustment	 	—		 	(60,606	)	
Income tax (provision) benefit for income taxes	 	$	(35,882	)	 	$	48,597		
Operating loss
Unallocated losses include items that are not directly attributed to or allocated to either of our reporting segments.  Such items include legal costs, corporate payroll, and unallocated finance and accounting expenses.  The unallocated operating loss for the nine months ended September 30, 2017 decreased $0.3 million or 1.4% compared to the same period in 2016 due primarily to decreased management incentive compensation of $3.2 million, partially offset by increases in other general professional expenses of $2.9 million, primarily legal defense fees.
Interest expense
Interest expense for the nine months ended September 30, 2017 decreased by approximately $3.2 million or 5.8% compared to the same period in 2016 as a result of the reduction in the Term Loan Facility principal balance period over period. During March, August and November 2016, we made a total of $160.0 million in voluntary payments on the Term Loan Facility in addition to our normal quarterly amortization payments of $1.1 million, or $4.3 million annually, which reduced our outstanding borrowings and our quarterly interest expense.
TRA liability adjustment
Since the inception of the TRA liability with the Company’s 2013 IPO, we had previously been in a full valuation allowance for federal purposes and a partial valuation allowance for certain state and Canadian jurisdictions. As a result of the Company’s tax valuation allowance position for federal and state purposes, we previously calculated the TRA liability considering (i) current year taxable income only (due to the uncertainty of future taxable income associated with our cumulative loss position) and (ii) future income due to the expected reversals of deferred tax liabilities. Our future taxable income estimates were used to determine the cumulative NOLs that are expected to be utilized and the TRA liability was accordingly adjusted using the 85% TRA rate.

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During the nine months ended October 1, 2016, we released our federal valuation allowance and a portion of our state valuation allowance for $50.1 million and increased our TRA liability to $84.4 million as the Company was no longer in a three-year cumulative loss position. The factors surrounding the release of the federal valuation allowance thereby eliminated any uncertainty as to future taxable income resulting in the Company recognizing the majority of the expected TRA liability.
For the nine months ended September 30, 2017, we did not incur a TRA adjustment as the majority of the anticipated liability was recognized during 2016 when the federal valuation allowance was released and forecasts beyond the current fiscal year for taxable income were utilized to estimate the TRA liability. The remaining estimated TRA liability to be expensed of $4.3 million will be recognized when the Company is no longer in a cumulative loss position for certain states.
The total TRA liability as of September 30, 2017 is $79.7 million. This amount represents the originally anticipated TRA liability at the IPO date with approximately $4.3 million remaining to be expensed through operations for state purposes as we remain in a state tax valuation allowance position as of September 30, 2017 for certain states. This remaining liability will be recognized as the state valuation allowances are released in future years.
Loss on modification or extinguishment of debt
During both March and August 2016, we voluntarily paid $30.0 million on the Term Loan Facility to reduce our outstanding indebtedness as allowable under the terms of the Term Loan Facility by a total of $60.0 million during 2016. We performed an analysis on both of these transactions to determine the proper accounting treatment for these voluntary payments by evaluating the change in cash flows and determining that there were no changes in the creditors as a result of the payment. Consequently, we recognized a loss on debt modification or extinguishment of approximately $4.7 million for the nine months ended October 1, 2016 consisting of the proportionate write off of the related debt issuance costs and debt discount.
Income taxes
The income tax provision for the nine months ended September 30, 2017 increased by approximately $84.5 million compared to the same period in 2016 primarily related to an increase in pre-tax income as well as the 2016 valuation allowance reversal.  Our pre-tax income for the nine months ended September 30, 2017 was approximately $89.6 million compared to pre-tax income of $20.2 million including the $60.6 million TRA liability adjustment for the nine months ended October 1, 2016.  

Liquidity and Capital Resources
During the nine months ended September 30, 2017 , cash decreased by approximately $23.2 million compared to an decrease of approximately $46.7 million during the nine months ended October 1, 2016 . The decrease in cash during the nine months ended September 30, 2017 was primarily due to a $23.5 million decrease in cash flows related to our the period over period increase in working capital, as accounts receivable decreased by $9.5 million and inventory decreased by $16.8 million in the period over period comparison offset by an $2.8 million increase in cash flows related to trade accounts payable. The decrease in cash during the nine month period ended October 1, 2016 was primarily driven by the $60.0 million in voluntary payments on the Term Loan Facility.
Two of the largest changes in operating cash flows during the nine months ended September 30, 2017 were the movement in accounts receivable and inventory. The approximate $98.7 million accounts receivable increase and $34.3 million inventory increase from December 31, 2016 to September 30, 2017 can be attributed to the seasonality of our business as we reach the peak building season in our second and third quarters. Net sales in the final two months of each respective quarter drove the receivables increase and the requirement for increased inventory. Net sales for August and September 2017 were approximately $177.2 million and $222.9 million, respectively, versus approximately $145.0 million and $152.2 million for November and December 2016, respectively, an increase of $102.9 million. The improvement in August and September's net sales reflects the Company’s normal seasonal business as the weather in August and September is generally improved compared to November and December, which allows for further construction activity, increasing the Company’s sales with a corresponding increase in accounts receivable and inventory. In addition to the seasonality impact, our inventory increased also as a result of the aforemented rising commodity costs.
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.

49

Our primary cash needs are for working capital, capital expenditures, and debt service.  As of September 30, 2017 , our annual cash interest charges for debt service for the year ending December 31, 2017 , including the ABL Facility, is estimated to be approximately $54.7 million.  We do not have any scheduled debt maturities until 2020.  The specific debt instruments and their corresponding terms and due dates are described in the following sections.  Our capital expenditures have historically been approximately 1.5% to 2.0% of net sales on an annual basis.  Historically, we have been able to manage our capital expenditures based on market conditions for the new construction and repair and remodeling markets during any given fiscal year. As of September 30, 2017 , we had $16.3 million of purchase commitments for inventory.  We finance these cash requirements, including payments under the Tax Receivable Agreement, through internally generated cash flow and funds borrowed under the ABL Facility.
Our outstanding indebtedness will mature in 2020 (ABL Facility), 2021 (Term Loan Facility), and 2022 (6.50% Senior Notes).  Although we expect to refinance or pay off such indebtedness, we may not be successful in refinancing, extending the maturity or otherwise amending the terms of such indebtedness because of market conditions, disruptions in the debt markets, our financial performance or other reasons. Furthermore, the terms of any refinancing, extension or amendment may not be as favorable as the current terms of our indebtedness. If we are not successful in refinancing our indebtedness or extending its maturity, we and our subsidiaries could face substantial liquidity problems and may be forced to reduce or delay capital expenditures, sell assets, seek additional capital or restructure our indebtedness.
Our specific cash flow movement for the nine months ended September 30, 2017 and October 1, 2016 is summarized below:
Cash provided by operating activities
Net cash provided by operating activities for the nine months ended September 30, 2017 was $5.8 million as compared to approximately $40.0 million provided by operations for the nine months ended October 1, 2016 . The net cash provided by operating activities was impacted by improved housing conditions that drove the 6.5% net sales increase offset by decreases in cash flows related to our working capital increase as a result of the net sales increase, rising commodity costs, and our aggressiveness in taking early pay discounts. These conditions resulted in an unfavorable $23.5 million impact in our primary working capital for the nine months ended September 30, 2017 compared to the nine months ended October 1, 2016.
Cash used in investing activities
Net cash used in investing activities for the nine months ended September 30, 2017 and October 1, 2016 was approximately $26.1 million and $26.3 million, respectively, primarily used for capital expenditures on various ongoing capital projects. Capital expenditures for 2017 were slightly higher than the 2016 comparable period at $28.6 million in 2017 versus $26.4 million, but were relatively consistent as a percentage of net sales at 1.9% for 2017 and 1.8% for 2016, which is comparable to our historical average of 1.5% to 2.0%. Additionally, during the nine months ended September 30, 2017 , the Company sold a building in Saskatoon, Canada for approximately $2.1 million. The Company moved to another leased facility within the Saskatoon area that more closely aligns with the Company's needs in that area.
Cash used in financing activities
Net cash used in financing activities for the nine months ended September 30, 2017 was approximately $3.7 million, primarily from $1.2 million of cash tax withholdings on employee stock compensation and $3.2 million of mandatory principal payments on the Term Loan Facility offset by $0.8 million in proceeds from the exercise of employee stock options. Net cash used in financing activities for the nine months ended October 1, 2016 was approximately $62.5 million, primarily from the two voluntary $30.0 million Term Loan Facility payments.
Our specific debt instruments and terms are described below:
6.50% Senior Notes due 2022
On January 30, 2014, Ply Gem Industries issued $500.0 million aggregate principal amount of 6.50% Senior Notes due 2022 (the " 6.50% Senior Notes ") at par. On September 19, 2014, Ply Gem Industries issued an additional $150.0 million aggregate principal amount of 6.50% Senior Notes at an issue price of 93.25% . Interest accrues at 6.50% per annum and is paid semi-annually on February 1 and August 1 of each year. All issued and outstanding 6.50% Senior Notes are registered under the Securities Act. The 6.50% Senior Notes will mature on February 1, 2022 . At any time on or after February 1, 2017, Ply Gem Industries may redeem the 6.50% Senior Notes , in whole or in part, at declining redemption prices set forth in the indenture governing the 6.50% Senior Notes plus, in each case, accrued and unpaid interest, if any, to the redemption date. The effective interest rate for the 6.50% Senior Notes is 8.39% after considering each of the different interest expense components of this instrument, including the coupon payment and the deferred debt issuance costs.

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The 6.50% Senior Notes are fully and unconditionally and jointly and severally guaranteed on a senior unsecured basis by Ply Gem Holdings and all of the wholly owned domestic subsidiaries of Ply Gem Industries (the “Guarantors”). The indenture governing the 6.50% Senior Notes contains certain covenants that limit the ability of Ply Gem Industries and its restricted subsidiaries to incur additional indebtedness, pay dividends or make other distributions or repurchase or redeem their stock, make loans and investments, sell assets, incur certain liens, enter into agreements restricting their ability to pay dividends, enter into transactions with affiliates, and consolidate, merge or sell assets. In particular, Ply Gem Industries and its restricted subsidiaries may not incur additional debt (other than permitted debt (as defined in the indenture) in limited circumstances) unless, after giving effect to such incurrence, the consolidated interest coverage ratio of Ply Gem Industries would be at least 2.00 to 1.00. 
In the absence of satisfying the consolidated interest coverage ratio test, Ply Gem Industries and its restricted subsidiaries may only incur additional debt under certain circumstances, including, but not limited to, debt under credit facilities (as defined in the indenture) (x) in an amount not to exceed the greater of (a) $350.0 million and (b) the borrowing base (as defined in the indenture) and (y) in an amount not to exceed the greater of (A) $575.0 million and (B) the aggregate amount of indebtedness (as defined in the indenture) that would cause the consolidated secured debt ratio (as defined in the indenture) to be equal to 4.00 to 1.00; purchase money indebtedness in an aggregate amount not to exceed the greater of (x) $35.0 million and (y) 10% of consolidated net tangible assets (as defined in the indenture) at any one time outstanding; debt of foreign subsidiaries in an aggregate amount not to exceed the greater of (x) $60.0 million and (y) 15% of consolidated net tangible assets (as defined in the indenture) at any one time outstanding; debt pursuant to a general basket in an aggregate amount at any one time outstanding not to exceed the greater of (x) $75.0 million and (y) 20% of consolidated net tangible assets; and the refinancing of debt under certain circumstances.
Term Loan Facility due 2021
On January 30, 2014, Ply Gem Industries entered into a credit agreement governing the terms of its $430.0 million Term Loan Facility. Ply Gem Industries originally borrowed $430.0 million under the Term Loan Facility on January 30, 2014 , with an original discount of approximately $2.2 million , yielding proceeds of approximately $427.9 million . The Term Loan Facility will mature on January 30, 2021 . The Term Loan Facility requires scheduled quarterly payments in an aggregate annual amount equal to 1.00% of the original aggregate principal amount of the Term Loan Facility with the balance due at maturity. Interest on outstanding borrowings under the Term Loan Facility is paid quarterly.
Borrowings under the Term Loan Facility bear interest at a rate equal to, at Ply Gem Industries’ option, either (a) a base rate determined by reference to the highest of (i) the prime rate of the administrative agent under the credit agreement, (ii) the federal funds rate plus 0.50% and (iii) the adjusted LIBO rate for a one-month interest period plus 1.00% or (b) a LIBO rate determined by reference to the cost of funds for eurocurrency deposits in dollars for the interest period relevant to such borrowing, adjusted for certain additional costs, subject to a 1.00% floor, plus, in each case, an applicable margin of 3.00% for any eurocurrency loan and 2.00% for any alternate base rate loan. As of September 30, 2017 , the Company's interest rate on the Term Loan Facility was 4.33% . The effective interest rate for the Term Loan is 8.78% after considering each of the different interest expense components of this instrument, including the coupon payment, the deferred debt issuance costs and the original issue discount.
The Term Loan Facility allows Ply Gem Industries to request one or more incremental term loan facilities in an aggregate amount not to exceed the greater of (x)  $140.0 million and (y) an amount such that Ply Gem Industries’ consolidated senior secured debt ratio (as defined in the credit agreement), on a pro forma basis, does not exceed 3.75 to 1.00, in each case, subject to certain conditions and receipt of commitments by existing or additional financial institutions or institutional lenders.

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The Term Loan Facility requires Ply Gem Industries to prepay outstanding term loans, subject to certain exceptions, with: (i) 50% (which percentage will be reduced to 25% if our consolidated senior secured debt ratio is equal or less than 2.50 to 1.00 but greater than 2.00 to 1.00 and to 0% if our consolidated senior secured debt ratio is equal to or less than 2.00 to 1.00) of our annual excess cash flow (as defined in the credit agreement), to the extent such excess cash flow exceeds $15.0 million ; (ii) 100% of the net cash proceeds of certain non-ordinary course asset sales or certain insurance and condemnation proceeds, in each case subject to certain exceptions and reinvestment rights; and (iii) 100% of the net cash proceeds of certain issuances of debt, other than proceeds from debt permitted under the Term Loan Facility. Ply Gem Industries may voluntarily repay outstanding loans under the Term Loan Facility at any time without premium or penalty, other than customary “breakage” costs with respect to LIBOR loans. As of and for the year ended December 31, 2016, the Company's consolidated senior secured debt ratio was 0.93 and as a result no excess cash flow payment under the Term Loan Facility was required in 2017. However, the Company elected on March 10, 2016 and August 4, 2016 to voluntarily prepay $30.0 million on each date on the Term Loan Facility to reduce its outstanding indebtedness. The Company elected on November 4, 2016 to voluntarily prepay an additional $100.0 million on the Term Loan Facility. Finally, the Company elected on November 3, 2017 to voluntarily prepay $40.0 million on the Term Loan Facility to further reduce its outstanding indebtedness bringing the cumulative voluntary 2016 and 2017 Term Loan Facility payments to $200.0 million .
The Term Loan Facility is secured on a first-priority lien basis by the stock of Ply Gem Industries and by substantially all of the assets (other than the assets securing the obligations under the ABL Facility, which primarily consist of accounts receivable, inventory, cash, deposit accounts, securities accounts, chattel paper, contract rights, instruments, documents related thereto and proceeds of the foregoing) of Ply Gem Industries and the Guarantors that are subsidiaries of Ply Gem Industries and on a second-priority lien basis by the assets that secure the ABL Facility.
The Term Loan Facility includes negative covenants, subject to certain exceptions, that are substantially the same as the negative covenants in the 6.50% Senior Notes but does not contain any restrictive financial covenants. The Term Loan Facility also restricts the ability of Ply Gem Industries’ subsidiaries to enter into agreements restricting their ability to grant liens to secure the Term Loan Facility and contains a restriction on changes in fiscal year.
Senior Secured Asset Based Revolving Credit Facility due 2020
On November 5, 2015, Ply Gem Holdings, Inc., Ply Gem Industries, Inc., Gienow Canada Inc., and Mitten Inc. (together with Gienow, the “Canadian Borrowers”) entered into a second amended and restated credit agreement governing the ABL Facility. Among other things, the second amendment and restatement of the credit agreement governing the ABL Facility: (i) increased the overall facility to $350.0 million from $300.0 million , (ii) established an accordion feature of $50.0 million , (iii) reduced the applicable margin for borrowings under the ABL Facility to a range from 1.25% to 2.00% for Eurodollar rate loans, depending on availability, and (iv) extended the maturity until November 5, 2020. Under the ABL Facility, $300.0 million is available to Ply Gem Industries and $50.0 million is available to the Canadian Borrowers. The following summary describes the ABL Facility after giving effect to the second amendment and restatement. As a result of the November 2015 ABL Facility amendment in which the loan syndication consisted of previous members who either maintained or increased their position as well as new syndication members, the Company capitalized new debt issuance costs of $1.5 million and amortizes these costs through 2020.
Borrowings under the ABL Facility bear interest at a rate per annum equal to, at Ply Gem Industries’ option, either (a) a base rate determined by reference to the higher of (1) the corporate base rate of the administrative agent under the ABL Facility and (2) the federal funds rate plus 0.5% or (b) a Eurodollar rate determined by reference to the costs of funds for U.S. dollar deposits for the interest period relevant to such borrowing adjusted for certain additional costs, in each case plus an applicable margin. The initial applicable margin for borrowings under the ABL Facility was 0.50% for base rate loans and 1.50% for Eurodollar rate loans. The applicable margin for borrowings under the ABL Facility is subject to step ups and step downs based on average excess availability under the ABL Facility. Swingline loans bear interest at a rate per annum equal to the base rate plus the applicable margin.

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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 September 30, 2017 , the Company’s interest rate on the ABL Facility was approximately 2.56% . The ABL Facility requires that if (a) excess availability is less than the greater of (x)  10.0% of the lower of the borrowing base and the aggregate commitments and (y)  $25.0 million or (b) any event of default has occurred and is continuing, Ply Gem Industries must comply with a minimum fixed charge coverage ratio test of 1.0 to 1.0. If the excess availability under the ABL Facility is less than the greater of (a)  12.5% of the lesser of the borrowing base and the aggregate commitments and (b)  $30.0 million ( $27.5 million for the months of January, February, March and April) for a period of 5 consecutive days or an event of default has occurred and is continuing, all cash from Ply Gem Industries material deposit accounts (including all concentration accounts) will be swept daily into a collection account controlled by the administrative agent under the ABL Facility and used to repay outstanding loans and cash collateralize letters of credit.
All obligations under the ABL Facility are unconditionally guaranteed by Ply Gem Holdings and substantially all of Ply Gem Industries’ existing and future, direct and indirect, wholly owned domestic subsidiaries. All obligations under the ABL Facility, and the guarantees of those obligations, are secured, subject to certain exceptions, by substantially all of the assets of Ply Gem Industries and the guarantors, including a first-priority security interest in personal property consisting of accounts receivable, inventory, cash, deposit accounts, and certain related assets and proceeds of the foregoing and a second-priority security interest in, and mortgages on, substantially all of Ply Gem Industries’ and the Guarantors’ material owned real property and equipment and all assets that secure the Term Loan Facility on a first-priority basis. In addition to being secured by the collateral securing the obligations of Ply Gem Industries under the domestic collateral package, the obligations of the Canadian Borrowers, which are borrowers under the Canadian sub-facility under the ABL Facility, are also secured by a first-priority security interest in substantially all of the assets of such Canadian subsidiaries, plus additional mortgages in Canada, and a pledge by Ply Gem Industries of the remaining 35% of the equity interests of the Canadian Borrowers pledged only to secure the Canadian sub-facility.
The ABL Facility contains certain covenants that limit Ply Gem Industries’ ability and the ability of Ply Gem Industries’ subsidiaries to incur additional indebtedness, pay dividends or make other distributions or repurchase or redeem their stock, make loans and investments, sell assets, incur certain liens, enter into transactions with affiliates, and consolidate, merge or sell assets.
As of September 30, 2017 , Ply Gem Industries had approximately $340.2 million of contractual availability and approximately $305.3 million of borrowing base availability under the ABL Facility, reflecting $0.0 million of borrowings outstanding and approximately $9.8 million of letters of credit and priority payables reserves.
Loss on debt modification or extinguishment
During both March and August 2016, the Company made voluntarily payments of $30.0 million on the Term Loan Facility to reduce its outstanding indebtedness as allowable under the terms of the Term Loan Facility totaling $60.0 million during the three and nine months ended October 1, 2016. The Company performed an analysis to determine the proper accounting treatment for each of these voluntary payments by evaluating the change in cash flows and determined that there were no changes in creditors as a result of the payments. Consequently, the Company recognized a loss on debt modification or extinguishment of approximately $2.3 million and $4.7 million for the three and nine months ended October 1, 2016 , respectively, reflecting the proportionate write-off of the related debt discount and debt issuance costs associated with each $30.0 million payment, as summarized in the table below.

																	
(Amounts in thousands)	 	For the three months ended	 	For the nine months ended	
 	 	September 30, 2017	 	October 1, 2016	 	September 30, 2017	 	October 1, 2016	
Loss on modification of debt:	 	 	 	 	 	 	 	 	
Term Loan Facility unamortized discount	 	$	—		 	$	1,797		 	$	—		 	$	3,712		
Term Loan Facility unamortized debt issuance costs	 	—		 	454		 	—		 	938		
Total loss on modification or extinguishment of debt	 	$	—		 	$	2,251		 	$	—		 	$	4,650		

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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 September 30, 2017 , we had cash and cash equivalents of approximately $28.4 million , approximately $340.2 million of contractual availability under the ABL Facility and approximately $305.3 million of borrowing base availability.
In order to further supplement our operating cash flow, we have from time to time opportunistically accessed capital markets based on prevailing economic and financial conditions. Based on market conditions, we may elect to pursue additional financing alternatives in the future.

Off-Balance Sheet Arrangements
We have no off-balance sheet arrangements.

Contractual Obligations
In addition to the items listed in the Contractual Obligations table presented in our Annual Report on Form 10-K for the fiscal year ended December 31, 2016 , we have a potential obligation related to certain tax matters of approximately $4.1 million, including interest and penalties of approximately $1.7 million.  The timing of the potential tax payments is unknown.
As of September 30, 2017 , the Company had inventory purchase commitments of approximately $16.3 million .

Inflation; Seasonality
Our performance is dependent to a significant extent upon the levels of home repair and remodeling and new home construction spending, all of which are affected by such factors as interest rates, inflation, consumer confidence and unemployment.  We do not believe that inflation has had a material impact on our business, financial condition or results of operations during the past three fiscal years.
The demand for our products is seasonal, particularly in the Northeast and Midwest regions of the United States and Canada where inclement weather conditions during the winter months usually reduces the level of building and remodeling activity in both the home repair and remodeling and the new home construction sectors.  Our sales in both segments are usually lower during the first and fourth quarters.  Since a portion of our manufacturing overhead and operating expenses are relatively fixed throughout the year, operating income and net earnings tend to be lower in quarters with lower sales levels.  In addition, the demand for cash to fund our working capital is greater from late in the fourth quarter through the first quarter.

Recent Accounting Pronouncements
See Note 1 – Summary of Significant Accounting Policies to the condensed consolidated financial statements, regarding the impact of certain recent accounting pronouncements on our condensed consolidated financial statements.

Special Note Regarding Forward-Looking Statements
This Quarterly Report on Form 10-Q contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995.  These statements relate to future events or our future financial performance.  In some cases, you can identify forward-looking statements by terminology such as "may", "will", "should", "expect", "plan", "anticipate", "believe", "estimate", "predict", "potential" or "continue", the negative of such terms or other comparable terminology.  These statements are only predictions.  Actual events or results may differ materially.
Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Moreover, neither we nor any other person assumes responsibility for the accuracy and completeness of the forward-looking statements.  All written and oral forward-looking statements made in connection with this Quarterly Report on Form 10-Q that are attributable to us or persons acting on our behalf are expressly qualified in their entirety by the Risk Factors set forth in our Annual Report on Form 10-K for the fiscal year ended December 31, 2016 and other cautionary statements included therein and herein.

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

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

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

•	the competitive nature of our industry;	

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

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

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

Item 3.   QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Interest Rate Risk
Our principal interest rate exposure relates to the loans outstanding under our Term Loan Facility and our ABL Facility, which provides for borrowings of $430.0 million on the Term Loan and up to $350.0 million on the ABL, bearing interest at a variable rate, based on an adjusted LIBOR rate plus an applicable interest margin or the base rate plus an applicable interest margin. Each quarter point increase or decrease in the interest rate would change our interest expense by approximately $1.1 million per year for the Term Loan Facility. Assuming the ABL Facility is fully drawn, each quarter point increase or decrease in the interest rate would change our interest expense by approximately $0.9 million per year. At September 30, 2017 , we were not party to any interest rate swaps or caps to manage our interest rate risk. In the future, we may enter into interest rate swaps or interest rate caps, involving exchange of floating for fixed rate interest payments, to reduce our exposure to interest rate volatility.

Foreign Currency Risk
Our results of operations are affected by fluctuations in the value of the U.S. dollar as compared to the value of the Canadian dollar. For the three and nine months ended September 30, 2017 , the net impact of foreign currency changes to our results of operations was a gain of $0.8 million and $1.6 million, respectively. The impact of foreign currency changes related to translation resulted in an increase in stockholders' equity of approximately $4.2 million for the nine months ended September 30, 2017 . The revenue or expense reported by us as a result of currency fluctuations will be greater in times of U.S. dollar devaluation and less in times of U.S. dollar appreciation. During 2016 and 2017, we entered into forward contracts to mitigate the exposure risk of currency fluctuation against the Canadian dollar during 2017. At September 30, 2017 , our foreign currency hedging contract had a fair value of $0.6 million and is recorded as a liability as of September 30, 2017 .

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Commodity pricing risk
We are subject to significant market risk with respect to the pricing of our principal raw materials, which include PVC resin, aluminum, and wood. If prices of these raw materials were to increase dramatically, we may not be able to pass such increases on to our customers and, as a result, gross margins could decline significantly. We manage the exposure to commodity pricing risk by increasing our selling prices for corresponding material cost increases, continuing to diversify our product mix, strategic buying programs and vendor partnering. The Midwest Ingot price of aluminum increased approximately 21.9% for the nine months ended September 30, 2017 compared to the nine months ended October 1, 2016 . The average market price for PVC resin was estimated to have increased approximately 10.3% for the nine months ended September 30, 2017 compared to the nine months ended October 1, 2016 .

Inflation
We do not believe that inflation, net of our corresponding price increases for material cost, has had a material effect on our business, financial condition or results of operations. Our lease payments related to our sale/leaseback agreement include an annual increase based on the Consumer Price Index, which could expose us to potential higher costs in years with high inflation. The CPI increase for the twelve months ended September 2017 was approximately 2.2%.

Labor Force Risk
Our manufacturing process is highly engineered but involves manual assembly, fabrication, and manufacturing processes. We believe that our success depends upon our ability to employ, train, and retain qualified personnel with the ability to design, utilize and enhance these services and products. In addition, our ability to expand our operations depends in part on our ability to increase our labor force as the U.S. housing market recovers and minimize labor inefficiencies. A significant increase in the wages paid by competing employers could result in a reduction of our labor force, increases in the wage rates that we must pay, or both. If either of these events were to occur, our cost structure could increase, our margins could decrease and any growth potential could be impaired. Historically, the Company has believed that the lag period between breaking ground on a new housing start and the utilization of our products on the exterior of a home is between 90 to 120 days.

Item 4.     CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures
Our management maintains disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), that are designed to ensure that information required to be disclosed in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission’s rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding the required disclosure.
Our management is responsible for establishing and maintaining our disclosure controls and procedures. Our Chief Executive Officer and Chief Financial Officer participated with our management in evaluating the effectiveness of our disclosure controls and procedures as of September 30, 2017 . Based on that evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures as of September 30, 2017 were effective to ensure that information required to be disclosed by us in reports that we file or submit under the Exchange Act is (i) recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms and (ii) accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding the required disclosure.
Changes in Internal Control Over Financial Reporting
There have been no changes in our internal control over financial reporting during the three months ended September 30, 2017  that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Our Chief Executive Officer and Chief Financial Officer have each concluded that the consolidated financial statements included in this Quarterly Report on Form 10-Q present fairly, in all material respects, the financial position, results of operations and cash flows of the Company and its subsidiaries in conformity with GAAP.

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PART II – OTHER INFORMATION

Item 1.                                                 LEGAL PROCEEDINGS

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

Item 6.                                                 EXHIBITS

(a)   Exhibits

Exhibit No.                                                                    Description of Exhibits

		
31.1 *	Certification by President, Chief Executive Officer, and Chairman pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 	
31.2 *	Certification by Executive Vice President and Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 	
32.1 *	Certification by President, Chief Executive Officer, and Chairman pursuant to 18 U.S.C Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002	
32.2 *	Certification by Executive Vice President and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 	
10.1 *	Form of Performance Unit Award Agreement for Ply Gem Holdings, Inc. Long Term Incentive Plan	
10.2 *	Form of Restricted Stock Unit Award Agreement for Ply Gem Holdings, Inc. Long Term Incentive Plan	
101*	The following financial statements from Ply Gem Holdings, Inc. Quarterly Report on Form 10-Q for the quarter ended September 30, 2017, filed on November 6, 2017, were formatted in XBRL (Extensible Business Reporting Language): (i) Condensed Consolidated Balance Sheets; (ii) Condensed Consolidated Statements of Operations and Comprehensive Income (Loss); (iii) Condensed Consolidated Statements of Cash Flows; (iv) the Notes to Condensed Consolidated Financial Statements.	

*  Filed herewith.

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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:  November 6, 2017

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

Date:  November 6, 2017

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

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PERFORMANCE UNIT AWARD AGREEMENT

PLY GEM HOLDINGS, INC.
This Performance Unit Award Agreement (the “ Agreement ”), effective as of [______________] (the “ Award Date ”), is entered into by and between Ply Gem Holdings, Inc., a Delaware corporation (the “ Company ”), and [______________] (the “ Participant ”).
WHEREAS, the Company desires to provide the Participant an incentive to participate in the success and growth of the Company through the opportunity to earn a proprietary interest in the Company; and
WHEREAS, to give effect to the foregoing intentions, the Company desires to grant the Participant this Performance Unit Award pursuant to the Ply Gem Holdings, Inc. Long Term Incentive Plan (the “ Plan ”).
NOW, THEREFORE, in consideration of the mutual covenants hereinafter set forth and for other good and valuable consideration, the parties hereto agree as follows:
1. Award . Subject to the terms and conditions set forth in this Agreement and as otherwise provided in the Plan, the Company hereby grants to the Participant, on the date of this Agreement, a Performance Unit Award (the “ Award ”) with the terms described in this Agreement. Pursuant to the Award, the Company shall deliver to the Participant the number of shares of Common Stock, if any, earned in respect of the Performance Unit Award in accordance with Exhibit A (the “ Performance Share Amount ”) on or within 30 days following [______________] (the “ Vesting Date ”); provided that a written determination has been made by the Board or the Committee, as applicable, that the Performance Criteria, as set forth on Exhibit A , has been achieved, and provided further that, except as provided in Section 3 hereof, the Participant is in the employ of the Company or its subsidiaries on the Vesting Date. Notwithstanding the foregoing, at the election of the Board or the Committee, in its sole discretion, the Company may deliver to the Participant, in lieu of shares of Common Stock, a cash amount having an aggregate Fair Market Value as of the Vesting Date equal to the Performance Share Amount.

2. Incorporation by Reference, Etc . The provisions of the Plan are hereby incorporated herein by reference. Except as otherwise expressly set forth herein, this Agreement shall be construed in accordance with the provisions of the Plan and any interpretations, amendments, rules and regulations promulgated by the Committee from time to time pursuant to the Plan. Any capitalized terms not otherwise defined in this Agreement shall have the definitions set forth in the Plan. The Committee shall have final authority to interpret and construe the Plan and this Agreement and to make any and all determinations under them, and its decision shall be binding and conclusive upon the Participant and his or her legal representative in respect of any questions arising under the Plan or this Agreement. By signing this Agreement, the Participant acknowledges that he or she has received a copy of the Plan and has had an opportunity to review the Plan and agrees to be bound by all the terms and provisions of the Plan (and this Agreement).

3. Termination of Employment
(a)      Termination without Cause, for Good Reason or due to Death or Disability . In the event that the Participant’s employment with the Company and/or its subsidiaries is terminated on or prior to the Vesting Date by the Company or such applicable subsidiary without Cause, or by the Participant for Good Reason (as defined in subsection (c) below), or due to the Participant’s death or Disability, the amount equal to the product of (x) the Performance Share Amount that is determined to have been earned as of the Vesting Date in accordance with Exhibit A , if any, multiplied by (y) a fraction, the numerator of which shall be the number of days in the Performance Period (as defined on Exhibit A ) that have elapsed through (and inclusive of) the date of such termination of employment, and the denominator of which shall be the aggregate number of days in the Performance Period (as defined on Exhibit A ) (i.e., [762]), shall vest and be delivered to the Participant (or the

Participant’s estate, as applicable) on or within 30 days following the Vesting Date, in cash or stock, or any combination thereof, as determined by the Committee in its sole discretion. If all or any portion shall be paid in cash, the amount paid shall be based on the Fair Market Value as of the date of such termination.

(b)      Termination for Cause or Resignation without Good Reason . In the event that the Participant’s employment with the Company and/or its subsidiaries is terminated on or prior to the Vesting Date by the Company or such applicable subsidiary for Cause, or by the Participant without Good Reason (as defined in subsection (c) below), this Award shall terminate and all of the Participant’s rights to receive any of the Performance Share Amount in respect of the Award shall be forfeited immediately as of the date of such termination.

(c)      Definition of “Good Reason.”  For purposes of this Agreement, “ Good Reason ,” with respect to the Participant, either (i) has the meaning attributed to it (or to a term of similar import) under the Participant’s existing employment, consulting, retention, severance or other similar agreement between the Participant and the Company or its subsidiary, as applicable, or if none, then (ii) means (A) a reduction of at least 5% in the aggregate, in the Participant’s annual base salary and target incentive compensation opportunity; or (B) the relocation of the Participant’s principal place of employment to a location more than fifty (50) miles from the Participant’s principal place of employment; provided , however , that in order for a termination to constitute a termination for Good Reason, the Participant must (x) provide the Company with notice of the circumstances claimed to constitute Good Reason within 60 days following the occurrence of such circumstances; (y) provide the Company with 30 days following such notice to cure such circumstance and (z) terminate his or her employment within 10 days following the failure of the Company to cure.

4. Delivery of Award . During the period beginning on the first day of the Performance Period and ending on the Vesting Date, the Award will represent only an unfunded and unsecured obligation of the Company. No fractional shares will be delivered.

5. Transfer Restrictions . Prior to delivery of any Common Stock with respect to the Award, the Participant shall not be deemed to have any ownership or stockholder rights (including without limitation dividend and voting rights) with respect to such shares, nor may the Participant sell, assign, pledge or otherwise transfer (voluntarily or involuntarily) this Award or any of the Performance Share Amount prior to delivery thereof.

6. Change in Control . In the event of a Change in Control of the Company prior to the Vesting Date, this Award shall become immediately and fully vested as of the effective date of such Change in Control, and the Company shall deliver the Performance Share Amount to the Participant, in cash or stock, or any combination thereof, as determined by the Committee in its sole discretion, on or within 30 days following the effective date of such Change in Control. If all or any portion shall be paid in cash, the amount paid shall be based on the price per share of Common Stock received or to be received by other shareholders of the Company in connection with such Change in Control. Any amount payable hereunder shall be paid on the effective date of the Change in Control or on any later date on which shareholders of the Company receive consideration in the transaction, in the sole discretion of the Board and only to the extent compliant with Section 409A of the Code.

7. Adjustment of Performance Criteria and Changes in Capitalization . The Chief Executive Officer of the Company (the “ CEO ”), in his sole discretion, may, in light of any significant changes in the market relevant at the time of his determination, adjust the Performance Criteria set forth on Exhibit A upward or downward to the extent that the CEO in his sole discretion deems to be necessary or appropriate. The CEO shall communicate in writing any such adjustment to the Performance Criteria to the Participant within 30 days following any such adjustment. Without limiting the foregoing, in the event of (a) any dividend (other than regular cash dividends) or other distribution (whether in the form of cash, shares of Common Stock, other securities or other property), recapitalization, stock split, reverse stock split, reorganization, merger, consolidation, split-up, split-off, spin-off, combination, repurchase or exchange of shares of Common Stock or other securities of the Company, issuance of warrants or other rights to acquire shares of Common Stock or other securities of the Company, or other similar corporate transaction or event (including, without limitation, a Change in Control) that affects the shares of

Common Stock, or (b) unusual or nonrecurring events (including, without limitation, a Change in Control) affecting the Company, any Affiliate, or the financial statements of the Company or any Affiliate, or changes in applicable rules, rulings, regulations or other requirements of any governmental body or securities exchange or inter-dealer quotation system, accounting principles or law, such that in any case an adjustment to the terms of the Award is determined by the Committee in its sole discretion to be necessary or appropriate, then the Committee shall make any such adjustments in such manner as it may deem equitable, in accordance with Section 12 of the Plan.

8. Government Regulations . Notwithstanding anything contained herein to the contrary, the Company’s obligation to settle or deliver the Award shall be subject to the terms of all applicable laws, rules and regulations and to such approvals by any governmental agencies or national securities exchanges as may be required.

9. Withholding Taxes . The Participant shall be required to pay to the Company or its subsidiary, and the Company or its subsidiary shall have the right (but not the obligation) and is hereby authorized to withhold from amounts payable and/or property deliverable to the Participant, the amount of any required withholding taxes in respect of the Award or any payment or transfer under the Award, and to take such other action as may be necessary in the opinion of the Committee or the Company to satisfy all obligations for the payment of such withholding taxes.

10. Section 409A . This Award is intended to be exempt from Section 409A of the Code pursuant to the short-term deferral exemption under U.S. Treasury Regulation 1.409A-1(b)(4), and this Agreement shall be construed and interpreted in a manner consistent therewith. Notwithstanding the foregoing, to the extent any payments hereunder are considered “deferred compensation” subject to Section 409A of the Code, then (i) the provisions of this Agreement are intended to comply with Section 409A of the Code, and this Agreement shall be construed and interpreted in a manner consistent with the requirements of Section 409A of the Code, as applicable, (ii) each of the payments that may be made under this Agreement is designated as a separate payment, (iii) references in the Agreement to “termination of employment” (and substantially similar phrases) shall mean “separation from service” within the meaning of Section 409A of the Code and (iv) if any deferred compensation that would otherwise be payable during the six-month period following such “separation from service” is required to be delayed pursuant to the six-month delay rule set forth in Section 409A of the Code in order to avoid taxes or penalties under Section 409A of the Code, then payment of such “deferred compensation” shall not be made to the Participant before the date which is six months after the date of his or her separation from service (and shall be paid in a single lump sum, without interest, on the first day of the seventh month following the date of such separation from service) or, if earlier, the Participant’s date of death.

11. Participant Representations . The Participant has reviewed with his or her own tax advisors the federal, state, local and foreign tax consequences of the transactions contemplated by this Agreement. The Participant is relying solely on such advisors and not on any statements or representations of the Company or any of its agents, if any, made to the Participant. The Participant understands that the Participant (and, subject to Section 9 above, not the Company) shall be responsible for the Participant’s own tax liability arising as a result of the transactions contemplated by this Agreement.

12. Clawback/Forfeiture . The Committee may, in its sole discretion, cancel the Award if the Participant, without the consent of the Company, while employed by or providing services to the Company or any Affiliate or after termination of such employment or service, violates a non-competition, non-solicitation, non-disparagement, non-disclosure covenant or agreement or otherwise has engaged in or engages in activity that is in conflict with or adverse to the interest of the Company or any Affiliate, including fraud or conduct contributing to any financial restatements or irregularities, as determined by the Committee in its sole discretion. If the Participant otherwise has engaged in or engages in any activity referred to in the preceding sentence, as determined by the Committee in its sole discretion, the Participant will forfeit any compensation, gain or other value realized thereafter on the vesting or settlement of the Award, the sale or other transfer of the Award, or the sale of shares of Common Stock acquired in respect of the Award, and must promptly repay such amounts to the Company. If the Participant receives any amount in excess of what the Participant should have received under the terms of the

Award for any reason (including without limitation by reason of a financial restatement, mistake in calculations or other administrative error), all as determined by the Committee in its sole discretion, then the Participant shall be required to promptly repay any such excess amount to the Company. To the extent required by applicable law (including without limitation Section 302 of the Sarbanes-Oxley Act of 2002 and Section 954 of the Dodd-Frank Wall Street Reform and Consumer Protection Act) and/or the rules and regulations of NYSE or other securities exchange or inter-dealer quotation system on which the Common Stock is listed or quoted, or if so required pursuant to a written policy adopted by the Company, the Award shall be subject (including on a retroactive basis) to clawback, forfeiture or similar requirements (and such requirements shall be deemed incorporated by reference into the Award).

13. No Rights as a Stockholder . This Award shall not be construed as giving the Participant any rights of a stockholder of the Company, and the Participant shall not be deemed for any purpose to be the owner of any shares of Common Stock.

14. No Rights to Employment . Neither this Agreement nor any action taken hereunder shall be construed as giving the Participant any right of continuing employment by the Company or its subsidiaries.

15. Notices . Notices or communications to be made hereunder shall be in writing and shall be delivered in person, by registered mail, by confirmed facsimile or by a reputable overnight courier service to the Company at its principal office or to the Participant at his or her address contained in the records of the Company.

16. Governing Law . This Agreement shall be construed under the laws of the State of Delaware, without regard to conflict of laws principles.

17. Entire Agreement . This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof, and supersedes all prior agreements and understandings relating to the subject matter of this Agreement. Notwithstanding the foregoing, this Agreement and the Award made hereby shall be subject to the terms of the Plan. In the event of a conflict between this Agreement and the Plan, the terms and conditions of the Plan shall control.

18. Binding Effect . This Agreement shall be binding upon and inure to the benefit of the Company and the Participant and their respective permitted successors, assigns, heirs, beneficiaries and representatives. This Agreement is personal to the Participant and may not be assigned by the Participant without the prior consent of the Company. Any attempted assignment in violation of this Section 18 shall be null and void.

19. Amendment . This Agreement may be amended or modified only as provided in Section 14 of the Plan or by a written instrument executed by both the Company and the Participant.
* * *
[Signature Page Follows]

IN WITNESS WHEREOF , the parties hereto have executed this Agreement or caused their duly authorized officer to execute this Agreement on the date first written above.
PLY GEM HOLDINGS, INC.

By:	____________________________________________	

Name:	____________________________________________	

Title:	____________________________________________	

Date:	_____________________________________________	

_____________________________________
[NAME OF PARTICIPANT]

EXHIBIT A

(A)      “ Performance Period ”: [____] through [____].
(B)      “ Performance Share Amount ”: [______________] shares of Common Stock

(C)	“ Performance Criteria ”: [______________]	

RESTRICTED STOCK UNIT AWARD AGREEMENT

PLY GEM HOLDINGS, INC.
This Restricted Stock Unit Award Agreement (the “ Agreement ”), effective as of [______________] (the “ Award Date ”), is entered into by and between Ply Gem Holdings, Inc., a Delaware corporation (the “ Company ”), and [______________] (the “ Participant ”).
WHEREAS, the Company desires to provide the Participant an incentive to participate in the success and growth of the Company through the opportunity to earn a proprietary interest in the Company; and
WHEREAS, to give effect to the foregoing intentions, the Company desires to grant the Participant the right to receive an award based on shares of Common Stock, pursuant to the Ply Gem Holdings, Inc. Long Term Incentive Plan (the “ Plan ”), subject to the terms and conditions set forth herein.
NOW THEREFORE, in consideration of the mutual covenants hereinafter set forth and for other good and valuable consideration, the parties hereto agree as follows:
1. Award . Subject to the terms and conditions set forth in this Agreement and as otherwise provided in the Plan, the Company hereby grants to the Participant, on the date of this Agreement, a Restricted Stock Unit Award (the “ Award ”) pursuant to which the Company shall deliver to the Participant on or within 30 days following [ ______________ ] (the “ Vesting Date ”) one of the following settlement awards (the “ Settlement Award ”) at the election of the Board or the Committee, as applicable, in its sole discretion:
(a) [______________] shares of Common Stock; or
(b) a cash amount having an aggregate Fair Market Value as of the Vesting Date equal to [______________] shares of Common Stock;
provided, however, that, except as provided in Section 3 hereof, the Settlement Award shall not be so delivered unless the Participant is in the employ of the Company or its subsidiaries on the Vesting Date.
2. Incorporation by Reference, Etc . The provisions of the Plan are hereby incorporated herein by reference. Except as otherwise expressly set forth herein, this Agreement shall be construed in accordance with the provisions of the Plan and any interpretations, amendments, rules and regulations promulgated by the Committee from time to time pursuant to the Plan. Any capitalized terms not otherwise defined in this Agreement shall have the definitions set forth in the Plan. The Committee shall have final authority to interpret and construe the Plan and this Agreement and to make any and all determinations under them, and its decision shall be binding and conclusive upon the Participant and his or her legal representative in respect of any questions arising under the Plan or this Agreement. By signing this Agreement, the Participant acknowledges that he or she has received a copy of the Plan and has had an opportunity to review the Plan and agrees to be bound by all the terms and provisions of the Plan (and this Agreement).

3. Termination of Employment .
(a) Termination without Cause or for Good Reason . In the event that the Participant’s employment with the Company and/or its subsidiaries is terminated prior to the Vesting Date by the Company or such applicable subsidiary without Cause, or by the Participant for Good Reason (as defined in subsection (d) below), the amount equal to the product of (x) [______________] shares of Common Stock, multiplied by (y) a fraction, the numerator of which shall be the number of days that have elapsed during the period beginning on the Award Date and ending on (and inclusive of) the date of such termination of employment, and the denominator of which shall be the number of days that have elapsed during the period beginning on the Award Date and ending on (and inclusive of)

the Vesting Date (i.e., [762]), shall vest and be delivered to the Participant on or within 30 days following the Vesting Date, in cash or stock, or any combination thereof, as determined by the Committee in its sole discretion. If all or any portion shall be paid in cash, the amount paid shall be based on the Fair Market Value as of the date of such termination.

(b) Termination due to Death or Disability . In the event that the Participant’s employment with the Company and/or its subsidiaries is terminated due to the Participant’s death or Disability prior to the Vesting Date, then the Settlement Award shall immediately vest and be delivered to the Participant (or the Participant’s estate, as applicable) on or within 30 days following the date of such termination of employment, in cash or stock, or any combination thereof, as determined by the Committee in its sole discretion. If all or any portion shall be paid in cash, the amount paid shall be based on the Fair Market Value as of the date of such termination.

(c) Termination for Cause or Resignation without Good Reason . In the event that the Participant’s employment with the Company and/or its subsidiaries is terminated on or prior to the Vesting Date by the Company or such applicable subsidiary for Cause, or by the Participant without Good Reason (as defined in subsection (c) below), this Award shall terminate and all of the Participant’s rights to receive any of the Settlement Award shall be forfeited immediately as of the date of such termination.

(d) Definition of “Good Reason. ” For purposes of this Agreement, “ Good Reason ,” with respect to the Participant, either (i) has the meaning attributed to it (or to a term of similar import) under the Participant’s existing employment, consulting, retention, severance or other similar agreement between the Participant and the Company or its subsidiary, as applicable, or if none, then (ii) means (A) a reduction of at least 5% in the aggregate, in the Participant’s annual base salary and target incentive compensation opportunity; or (B) the relocation of the Participant’s principal place of employment to a location more than fifty (50) miles from the Participant’s principal place of employment; provided , however , that in order for a termination to constitute a termination for Good Reason, the Participant must (x) provide the Company with notice of the circumstances claimed to constitute Good Reason within 60 days following the occurrence of such circumstances; (y) provide the Company with 30 days following such notice to cure such circumstance and (z) terminate his or her employment within 10 days following the failure of the Company to cure.

4. Delivery of Settlement Award . During the period beginning on the Award Date and ending on the Vesting Date, the Settlement Award will represent only an unfunded and unsecured obligation of the Company. No fractional shares will be delivered.

5. Transfer Restrictions . Prior to delivery of any Common Stock with respect to the Settlement Award, the Participant shall not be deemed to have any ownership or stockholder rights (including without limitation dividend and voting rights) with respect to such shares, nor may the Participant sell, assign, pledge or otherwise transfer (voluntarily or involuntarily) this Award or any of the Settlement Award prior to delivery thereof.

6. Change in Control . In the event of a Change in Control either (x) prior to the Vesting Date or (y) after the Vesting Date but before the Settlement Award is vested and delivered, this Award or the outstanding Settlement Award, as applicable, shall become immediately and fully vested as of the effective date of such Change in Control, and the Company shall deliver the Settlement Award to the Participant, in cash or stock, or any combination thereof, as determined by the Committee in its sole discretion, provided, that if the Change in Control occurs after the Vesting Date but before the Settlement Award is vested and delivered, the Company shall have the right, after giving effect to the full vesting described in this Section 4, to treat the Settlement Award in the manner described in Section 13 of the Plan. If all or any portion shall be paid in cash, the amount paid shall be based on the price per share of Common Stock received or to be received by other shareholders of the Company in connection with such Change in Control. Any amount payable hereunder shall be paid on the effective date of the Change in Control or on any later date on which shareholders of the Company receive consideration in the transaction, in the sole discretion of the Board and only to the extent compliant with Section 409A of the Code.

7. Changes in Capitalization . In the event of (a) any dividend (other than regular cash dividends) or other distribution (whether in the form of cash, shares of Common Stock, other securities or other property), recapitalization, stock split, reverse stock split, reorganization, merger, consolidation, split-up, split-off, spin-off, combination, repurchase or exchange of shares of Common Stock or other securities of the Company, issuance of warrants or other rights to acquire shares of Common Stock or other securities of the Company, or other similar corporate transaction or event (including, without limitation, a Change in Control) that affects the shares of

Common Stock, or (b) unusual or nonrecurring events (including, without limitation, a Change in Control) affecting the Company, any Affiliate, or the financial statements of the Company or any Affiliate, or changes in applicable rules, rulings, regulations or other requirements of any governmental body or securities exchange or inter-dealer quotation system, accounting principles or law, such that in any case an adjustment to the terms of the Award is determined by the Committee in its sole discretion to be necessary or appropriate, then the Committee shall make any such adjustments in such manner as it may deem equitable, in accordance with Section 12 of the Plan.

8. Government Regulations . Notwithstanding anything contained herein to the contrary, the Company’s obligation to issue or deliver the Settlement Award or any certificates evidencing shares deliverable pursuant thereof shall be subject to the terms of all applicable laws, rules and regulations and to such approvals by any governmental agencies or national securities exchanges as may be required.

9. Withholding Taxes . The Participant shall be required to pay to the Company or its subsidiary, and the Company or its subsidiary shall have the right (but not the obligation) and is hereby authorized to withhold from amounts payable and/or property deliverable to the Participant, the amount of any required withholding taxes in respect of the Award or any payment or transfer under the Award, and to take such other action as may be necessary in the opinion of the Committee or the Company to satisfy all obligations for the payment of such withholding taxes.

10. Section 409A . This Award is intended to be exempt from Section 409A of the Code pursuant to the short-term deferral exemption under U.S. Treasury Regulation 1.409A-1(b)(4), and this Agreement shall be construed and interpreted in a manner consistent therewith. Notwithstanding the foregoing, to the extent any payments hereunder are considered “deferred compensation” subject to Section 409A of the Code, then (i) the provisions of this Agreement are intended to comply with Section 409A of the Code, and this Agreement shall be construed and interpreted in a manner consistent with the requirements of Section 409A of the Code, as applicable, (ii) each of the payments that may be made under this Agreement is designated as a separate payment, (iii) references in the Agreement to “termination of employment” (and substantially similar phrases) shall mean “separation from service” within the meaning of Section 409A of the Code and (iv) if any deferred compensation that would otherwise be payable during the six-month period following such “separation from service” is required to be delayed pursuant to the six-month delay rule set forth in Section 409A of the Code in order to avoid taxes or penalties under Section 409A of the Code, then payment of such “deferred compensation” shall not be made to the Participant before the date which is six months after the date of his or her separation from service (and shall be paid in a single lump sum, without interest, on the first day of the seventh month following the date of such separation from service) or, if earlier, the Participant’s date of death.

11. Participant Representations . The Participant has reviewed with his or her own tax advisors the federal, state, local and foreign tax consequences of the transactions contemplated by this Agreement. The Participant is relying solely on such advisors and not on any statements or representations of the Company or any of its agents, if any, made to the Participant. The Participant understands that the Participant (and, subject to Section 9 above, not the Company) shall be responsible for the Participant’s own tax liability arising as a result of the transactions contemplated by this Agreement.

12. Clawback/Forfeiture . The Committee may, in its sole discretion, cancel the Award if the Participant, without the consent of the Company, while employed by or providing services to the Company or any Affiliate or after termination of such employment or service, violates a non-competition, non-solicitation, non-disparagement, non-disclosure covenant or agreement or otherwise has engaged in or engages in activity that is in conflict with or adverse to the interest of the Company or any Affiliate, including fraud or conduct contributing to any financial restatements or irregularities, as determined by the Committee in its sole discretion. If the Participant otherwise has engaged in or engages in any activity referred to in the preceding sentence, as determined by the Committee in its sole discretion, the Participant will forfeit any compensation, gain or other value realized thereafter on the vesting or settlement of the Award, the sale or other transfer of the Award, or the sale of shares of Common Stock acquired in respect of the Award, and must promptly repay such amounts to the Company. If the Participant receives any amount in excess of what the Participant should have received under the terms of the Award for any reason (including without limitation by reason of a financial restatement, mistake in calculations or other administrative error), all as determined by the Committee in its sole discretion, then the Participant shall be required to promptly repay any such excess amount to the Company. To the extent required by applicable law (including without limitation Section 302 of the Sarbanes-Oxley Act of 2002 and Section 954 of the Dodd-Frank Wall Street Reform and Consumer Protection Act) and/or the rules and regulations of NYSE or other securities

exchange or inter-dealer quotation system on which the Common Stock is listed or quoted, or if so required pursuant to a written policy adopted by the Company, the Award shall be subject (including on a retroactive basis) to clawback, forfeiture or similar requirements (and such requirements shall be deemed incorporated by reference into the Award).

13. No Rights as a Stockholder . This Award shall not be construed as giving the Participant any rights of a stockholder of the Company, and the Participant shall not be deemed for any purpose to be the owner of any shares of Common Stock.

14. No Rights to Employment . Neither this Agreement nor any action taken hereunder shall be construed as giving the Participant any right of continuing employment by the Company or its subsidiaries.

15. Notices . Notices or communications to be made hereunder shall be in writing and shall be delivered in person, by registered mail, by confirmed facsimile or by a reputable overnight courier service to the Company at its principal office or to the Participant at his or her address contained in the records of the Company.

16. Governing Law . This Agreement shall be construed under the laws of the State of Delaware, without regard to conflict of laws principles.

17. Entire Agreement . This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof, and supersedes all prior agreements and understandings relating to the subject matter of this Agreement. Notwithstanding the foregoing, this Agreement and the Award made hereby shall be subject to the terms of the Plan. In the event of a conflict between this Agreement and the Plan, the terms and conditions of the Plan shall control.

18. Binding Effect . This Agreement shall be binding upon and inure to the benefit of the Company and the Participant and their respective permitted successors, assigns, heirs, beneficiaries and representatives. This Agreement is personal to the Participant and may not be assigned by the Participant without the prior consent of the Company. Any attempted assignment in violation of this Section shall be null and void.

19. Amendment . This Agreement may be amended or modified only as provided in Section 14 of the Plan or by a written instrument executed by both the Company and the Participant.
* * *
[Signature Page Follows]

IN WITNESS WHEREOF , the parties hereto have executed this Agreement or caused their duly authorized officer to execute this Agreement on the date first written above.
PLY GEM HOLDINGS, INC.

By:	____________________________________________	

Name:	____________________________________________	

Title:	____________________________________________	

Date:	_____________________________________________	

_____________________________________
[NAME OF PARTICIPANT]

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: November 6, 2017

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

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: November 6, 2017

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

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 September 30, 2017 , 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:	November 6, 2017	/s/ Gary E. Robinette               	
 	 	Gary E. Robinette	
 	 	President, Chief Executive Officer, and Chairman of the Board	

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 September 30, 2017 , 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:	November 6, 2017	/s/ Shawn K. Poe               	
 	 	Shawn K. Poe	
 	 	Executive Vice President, Chief Financial Officer, and Secretary