Pgem q2 2016 earnings slides final

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August 8, 2016 Ply Gem Holdings Second Quarter & First Half 2016 Results Gary E. Robinette Shawn K. Poe Chairman & Chief Executive Officer Chief Financial Officer

Transcript of Pgem q2 2016 earnings slides final

Page 1: Pgem q2 2016 earnings slides final

August 8, 2016

Ply Gem Holdings

Second Quarter & First Half 2016 Results

Gary E. Robinette Shawn K. PoeChairman & Chief Executive Officer Chief Financial Officer

Page 2: Pgem q2 2016 earnings slides final

LegalDisclaimer

1

These slides and the accompanying oral discussion may contain “forward-looking statements” within the meaning of the Private SecuritiesLitigation Reform Act of 1995. Such statements involve known and unknown risks, uncertainties and other factors that could cause the actualresults of Ply Gem Holdings, Inc. (the “Company”) to differ materially from the results expressed or implied, including: downturns in the homerepair and remodeling or the new construction end markets, or the economy or the availability of consumer credit; competition from otherbuilding products manufacturers and alternative building materials; inability to successfully develop new products or improve existing products;changes in the costs and availability of raw materials; consolidation and further growth of our customers; loss of, or a reduction in orders from,any of our significant customers; inclement weather conditions; increases in union organizing activity and work stoppages at our facilities or thefacilities of our suppliers; our ability to employ, train and retain qualified personnel at a competitive cost; claims arising from the operations ofour various businesses prior to our acquisitions; product liability claims, including class action claims, relating to the products we manufacture;litigation outside of product liability claims; loss of certain key personnel; interruptions in deliveries of raw materials or finished goods;environmental costs and liabilities; inability to realize anticipated synergies and cost savings with respect to acquisitions; manufacturing orassembly realignments; threats to, or impairments of, our intellectual property rights; increases in transportation and fuel costs; changes inforeign currency exchange and interest rates; material non-cash impairment charges; our significant amount of indebtedness; covenants in theABL Facility, the credit agreement governing our Senior Secured Term Loan Facility and the indenture governing the 6.50% Senior Notes;limitations on our net operating losses and payments under the tax receivable agreement to our stockholders; failure to successfullyconsummate and integrate acquisitions; actual or perceived security vulnerabilities or cyberattacks on our networks; failure to effectivelymanage labor inefficiencies associated with increased production and new employees added to the Company; failure to generate sufficient cashto service all of our indebtedness and make capital expenditures; control by the CI Partnerships; and the risks set forth in the Company’s filingswith the Securities and Exchange Commission. Consequently such forward-looking statements should be regarded as the Company’s currentplans, estimates and beliefs. Except as required by law, the Company does not undertake and specifically declines any obligation to publiclyrelease the results of any revisions to these forward-looking statements that may be made to reflect any future events or circumstances afterthe date of such statements or to reflect the occurrence of anticipated or unanticipated events.

In addition, these slides and the accompanying oral discussion reference financial information determined by methods other than in accordancewith accounting principles generally accepted in the United States of America (“GAAP”), such as adjusted EBITDA. The Company’s managementuses these non-GAAP measures in its analysis of the Company’s performance. The Company believes that the presentation of certain non-GAAPmeasures provides useful supplemental information that is essential to a proper understanding of the operating results of the Company’s corebusiness. These non-GAAP measures should not be viewed as a substitute for operating results determined in accordance with GAAP, nor arethey necessarily comparable to non-GAAP performance measures that may be presented by other companies. A reconciliation of each non-GAAP financial measure to the most directly comparable GAAP financial measure is provided in the appendix to the slides and is included in ourpress release issued on August 8, 2016 and posted on www.plygem.com.

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Second Quarter & First Half 2016 ResultsToday’s Presenters

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Agenda

• Second Quarter & First Half Results Gary Robinette

• Financial Results by Segment Shawn Poe

• Acquisition Synergies and Cost Savings Shawn Poe

• Margin Initiatives Gary Robinette

• Economic Outlook Gary Robinette

• Questions and Answers Gary Robinette & Shawn Poe

• Closing Remarks Gary Robinette

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One of the Largest Manufacturers of Exterior Building and Home Improvement Products

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10%

CompanyOverview

Repair and Remodel

Leverage to New Housing Starts

New Products and Innovation Drive

Share GainsM&A Opportunities

Platform Built for Growth and Operating Leverage

• Leading Manufacturer of Exterior Building Products

• Comprehensive Product Portfolio with Strong Brand Recognition

• Multi-Channel Distribution Network Servicing a Broad Customer Base

• Balanced End Market Exposure Driven by Diversified Product Mix

• Highly Efficient, Low Cost Operating Platform

• Proven Track Record of Acquisition Integration & Cost Savings Realization

• Strong Management Team with Significant Ownership

US89%

Canada11%

(*)

Siding46%Windows

54%

(*)

(*) LTM July 2, 2016

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Ply GemResults

Key Highlights

Second Quarter 2016 Highlights

• Sales increase of $8.2M was primarily due to organic growth in our U.S. businesses and the Canyon Stone acquisition of $5.2M. U.S. organic growth of $19.4M was driven by an increase in lag effected U.S. single-family housing starts partially offset by the pull forward impact of favorable winter weather during the first quarter of 2016. These sales drivers were partially offset by unfavorable price and product mix of $4.8M primarily related to our metal accessory products within our Siding, Fence and Stone segment, weaker market conditions in Western Canada and unfavorable foreign currency exchange rates which negatively impacted sales by $3.0M.

• Gross margin expansion of 170 basis points primarily driven by increased average selling prices in our Windows and Doors segment, favorable commodity costs, and realized synergies from acquisitions, partially offset by decreased operating leverage in Western Canada and an unfavorable foreign currency impact.

• Ninth consecutive year-over-year quarterly adjusted EBITDA improvement. Excluding acquisitions, incremental year-over-year quarterly adjusted EBITDA growth of 21.8%.

• Q2 2016 LTM adjusted EBITDA of $221.4M.

New Construction

53%

Home Repair & Remodel

47%

End Market Exposure

($ in Millions) Q2 2016 Q2 2015

Net SalesY-O-Y Change

$510.51.6%

$502.3

Gross ProfitGross Profit %

$135.326.5%

$124.724.8%

Operating EarningsY-O-Y Change

$62.236.2%

$45.7

Adj. EBITDAAs % of Net Sales

$76.915.1%

$62.612.5%

Note: Certain amounts in this presentation have been subject to rounding adjustments. Accordingly, amounts shown as total may not be the arithmetic aggregation of the individual amounts that comprise or precede them.

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Ply GemResults Second Quarter 2016 Highlights

$76.9 4.8

3.1 2.1

$62.6

16.7

6.9 0.7

50.0

60.0

70.0

80.0

90.0

Q2 2015 AdjEBITDA

Material Costs U.S. Volume Acquisitions Price/Mix CAD Volume F/X Q2 2016 AdjEBITDA

Ad

j. E

BIT

DA

Second Quarter Adjusted EBITDA Performance Bridge ($ in Millions)

Second Quarter Net Sales Performance Bridge ($ in Millions)

$510.5 8.6 4.8

3.0 $502.3

19.4 5.2

450.0

475.0

500.0

525.0

Q2 2015 Net Sales U.S. Volume Acquisitions CAD Volume Price/Mix F/X Q2 2016 Net Sales

Net

Sal

es

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Ply GemResults

Key Highlights

First Half 2016 Highlights

• Sales increase of $40.8M was primarily due to organic growth in our U.S. businesses. U.S. organic growth of $61.5M was driven by an increase in lag effected U.S. single-family housing starts for the six month period and $11.6M in incremental sales from our Canyon Stone acquisition. These sales drivers were partially offset by lower sales in Canada of $20.7M due to the declining macro-economic conditions in Western Canada and the related foreign currency exchange rates, unfavorable price and product mix of $2.7M primarily related to our metal accessory products within our Siding, Fence and Stone segment and a $5.5M negative impact on sales due to 1 fewer shipping days in the first quarter compared to 2015 due to the timing of the Company’s fiscal calendar.

• Gross margin expansion of 310 basis points primarily driven by increased average selling prices in our Windows and Doors segment, favorable material costs, lower freight costs and realized synergies from acquisitions, partially offset by decreased operating leverage in Western Canada and an unfavorable foreign currency impact.

• Adjusted EBITDA increase of $36.9M resulting from execution of margin improvement initiatives, higher sales of 4.6%, improved operating performance initiatives and maintaining our cost discipline.

New Construction

55%

Home Repair & Remodel

45%

End Market Exposure (*)

($ in Millions) H1 2016 H1 2015

Net SalesY-O-Y Change

$919.24.6%

$878.4

Gross ProfitGross Profit %

$222.024.2%

$185.021.1%

Operating EarningsY-O-Y Change

$71.8127.0%

$31.6

Adj. EBITDAAs % of Net Sales

$101.711.1%

$64.87.4%

(*) For the six months ended July 2, 2016

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Ply GemResults First Half 2016 Highlights

$101.7 4.5 3.0 2.7 2.7

1.1

$64.8

34.5

15.4 1.0

40.0

60.0

80.0

100.0

120.0

H1 2015 AdjEBITDA

MaterialCosts

U.S.Volume

Acquisitions CADVolume

F/X IncentiveComp/Other

Price/Mix Impact ofShipping Days

H1 2016 AdjEBITDA

Ad

j. E

BIT

DA

First Half Adjusted EBITDA Performance Bridge ($ in Millions)

First Half Net Sales Performance Bridge ($ in Millions)

$919.2 15.4 7.1 5.5 2.7

$878.4

59.9 11.6

800.0

850.0

900.0

950.0

1,000.0

H1 2015Net Sales

U.S. Volume Acquisitions CAD Volume F/X Impact ofShipping Days

Price/Mix H1 2016Net Sales

Net

Sal

es

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8.9

7.8

6.7

8.4

5.2 4.9

4.4

-

2.0

4.0

6.0

8.0

10.0

2011 2012 2013 2014 2015 1Q16 LTM 2Q16 LTM

Leve

rage

Rat

io

Leverage Ratio

($ in Millions) 2011 2012 2013 2014 2015 1Q16 LTM 2Q16 LTM

Senior Notes $950.0 $1,000.0 $852.0 $650.0 $650.0 $650.0 $650.0

Term Loan Facility - - - 426.8 422.5 391.4 390.3

ABL 55.0 15.0 - - - 10.0 -

Total Debt $1,005.0 $1,015.0 $852.0 $1,076.8 $1,072.5 $1,051.4 $1,040.3

Cash 11.7 27.2 69.8 33.2 109.4 34.3 64.5

Net Debt $993.3 $987.8 $782.2 $1,043.6 $963.1 $1,017.1 $975.8

Adj. EBITDA $112.2 $126.8 $117.5 $124.2 $184.6 $207.1 $221.4

Interest Coverage 1.2 1.3 1.4 1.9 3.1 3.4 3.7

Leverage Ratio 8.9 7.8 6.7 8.4 5.2 4.9 4.4

Historical Leverage Ratio

Significant De-Leveraging

One-Half Turn Improvement

in 2Q16

Note: On August 4, 2016, the Company made a $30M voluntary payment on the Term Loan.

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Windows & Doors (W&D)Segment

Key HighlightsSecond Quarter Results ($ in Millions)

Leader in Vinyl and Aluminum Windows

$243.5 $233.7

$22.6 $30.1

Q2 2016 Q2 2015

Net Sales

U.S. Canada

$263.8$266.1

End Market Exposure (*)

• Sales increase of $2.4M primarily due to the organic growth of our U.S. new construction products and favorable price and product mix within the segment. Overall U.S. new construction product and repair and remodel growth was 5.7% and 1.6%, respectively, which takes into account the pull forward demand experienced during the first quarter of 2016 due to favorable weather conditions. In addition, price and product mix within the U.S. increased sales by $7.0M. This sales growth was partially offset by lower U.S. sales in certain geographical areas due to excessive rainfall primarily in Texas, weaker market conditions in Western Canada and $1.1M unfavorable foreign currency exchange rates which negatively impacted sales.

• Gross margin improved by 110 basis points primarily driven by a 150 basis point gross margin improvement in our U.S. businesses due to improved pricing and product mix, realized synergies from the Simonton acquisition, and improved operating leverage at our U.S. businesses based on higher volumes, partially offset by unfavorable foreign currency and decreased operating leverage in Western Canada.

• SG&A expense as a percent of sales decreased from 15.7% to 13.7% or a decrease of $4.9M. The decrease is primarily due to lower personnel costs and severance costs associated with the integration of various general and administrative functions within Simonton and lower Western Canadian restructuring and integration costs due to the consolidation of manufacturing locations in 2014/2015.

Q2 2016 Q2 2015

U.S. 21.9% 20.4%

Canada 19.0% 20.9%

W&D Segment 21.6% 20.5%

Gross Margin %

New construction

69%

Home repair & remodel

31%

(*) For the three months ended July 2, 2016

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W&DGross Margin

Less operating leverage due to sales volume decreases driven by weather andpull-back in new construction demand

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W&D Segment Q2 2016 Gross Margin Bridge and Historical Performance

20.9%15.4% 14.0% 15.4% 13.1% 13.8%

9.7%12.9%

18.1% 19.7%

1,046

622

445 471 431535

618 648715 760

2007 2008 2009 2010 2011 2012 2013 2014 2015 2Q16 LTM

Historical Gross Margin Performance

Annual Gross Profit % U.S. SFHS - in thousands (*)

Note: Includes Simonton from date of acquisition

20.5%

21.6% 1.6%

2.0%

0.7%

15.0%

17.0%

19.0%

21.0%

23.0%

25.0%

Q2 2015Gross Margin

Selling Price /Product Mix

Commodity Costs Unfavorable FX / Other Q2 2016Gross Margin

Quarterly Gross Margin Performance• Selling price/product mix reflect

favorable product mix and impact of selling price increases implemented in 2016 for the U.S. and Canada.

• Commodity cost favorability due mainly to aluminum costs and synergies realized through the Simonton acquisition, partially offset by rising PVC resin costs.

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W&DSegment

Key HighlightsFirst Half 2016 Results ($ in Millions)

Leader in Vinyl and Aluminum Windows

$455.4 $423.4

$43.0

$60.0

H1 2016 H1 2015

Net Sales

U.S. Canada

$483.4$498.4

End Market Exposure (*)

• Sales increase of $15.0M or 3.1%, primarily due to the organic growth of our U.S. new construction products and favorable price and product mix within the segment. Overall U.S. new construction and repair & remodel product growth was 7.6%. In addition, price and product mix within the U.S. increased sales by $15.0M. This sales growth was partially offset by lower U.S. sales during the second quarter in certain geographical areas due to excessive rainfall primarily in Texas, weaker market conditions in Western Canada and the related foreign currency exchange rates which combined reduced sales by $17.1M, and the negative impact of $3.3M on sales due to 1 fewer shipping days in the quarter compared to 2015 due to the timing of the Company’s fiscal calendar.

• Gross margin improved by 320 basis points primarily driven by a 360 basis point gross margin improvement in our U.S. businesses due to improved pricing and product mix, realized synergies from the Simonton acquisition, and improved operating leverage at our U.S. businesses based on higher volumes, partially offset by unfavorable foreign currency and decreased operating leverage in Western Canada.

• SG&A expense as a percent of sales decreased from 16.6% to 15.1% or a decrease of $5.1M. The decrease is primarily due to lower personnel costs and severance costs associated with the integration of various general and administrative functions within Simonton and lower Western Canadian restructuring and integration costs due to the consolidation of manufacturing locations in 2014/2015.

H1 2016 H1 2015

U.S. 20.0% 16.4%

Canada 15.8% 16.6%

W&D Segment 19.7% 16.5%

Gross Margin %

New construction

70%

Home repair & remodel

30%

(*) For the six months ended July 2, 2016

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W&D Gross Margin

Less operating leverage due to sales volume decreases driven by weather andpull-back in new construction demand

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W&D Segment First Half 2016 Gross Margin Bridge

16.5%

19.7%

1.2%

3.3%

1.1%

10.0%

12.0%

14.0%

16.0%

18.0%

20.0%

22.0%

H1 2015Gross Margin

Selling Price /Product Mix

Commodity Costs Unfavorable FX / Other H1 2016Gross Margin

First Half 2016 Gross Margin Performance• Selling price/product mix reflect

favorable product mix and impact of selling price increases implemented in 2016 for the U.S. and Canada.

• Commodity cost favorability due mainly to aluminum costs and synergies realized through the Simonton acquisition, partially offset by rising PVC resin costs.

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Siding, Fencing & Stone (SFS) Segment

Key HighlightsSecond Quarter Results ($ in Millions)

Market Leader in Vinyl Siding

New construction

37%

Home repair & remodel

63%

End Market Exposure (*)

• Sales increase of $5.8M or 2.4% primarily driven by organic unit growth of 4.6% in the U.S. business and the Canyon Stone acquisition which accounted for $5.2M of sales growth. The sales growth of the segment for the quarter was partially offset by lower average selling prices of $13.0M due to lower raw material costs, pull forward demand experienced during the first quarter of 2016 due to favorable weather conditions, weaker market conditions in Canada which impacted demand for vinyl siding products and accessories and unfavorable foreign currency exchange rates which negatively impacted sales by $1.8M.

• Gross margin expanded by 220 basis points, primarily driven by favorable leverage on additional sales volume, lower commodity costs and freight expense, partially offset by lower average selling prices, decreased operating leverage in Canada and unfavorable foreign currency.

• SG&A expense increased $0.2M due to the Canyon Stone acquisition which accounted for $1.0M of the SG&A expense increase partially offset by leveraging the fixed component of SG&A expense. SG&A expense as a percent of sales decreased from 9.6% to 9.4%.

Gross Margin %

Q2 2016 Q2 2015

U.S. 32.6% 29.5%

Canada 26.4% 30.4%

SFS Segment 31.8% 29.6%

(*) For the three months ended July 2, 2016

$214.1 $204.6

$30.3 $34.0

Q2 2016 Q2 2015

Net Sales

U.S. Canada

$238.6$244.4

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SFS Gross Margin

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SFS Segment Q2 2016 Gross Margin Bridge and Historical Performance

20.4% 18.4% 25.9% 25.7% 24.8% 27.4% 26.8% 26.1% 28.4% 29.7%

.5208.6200

.5288

.6458.6971 .6975 .7134 .7534

.7250 .7300

2007 2008 2009 2010 2011 2012 2013 2014 2015 2Q16 LTM

Historical Gross Margin Performance

Annual Gross Profit % PVC Resin Price/lbs (*)

29.6%

31.8% 3.7%

0.5%

6.1% 0.3%

25.0%

29.0%

33.0%

37.0%

Q2 2015Gross Margin

Commodity Costs /Mfg. Leverage

Freight Costs Selling Price /Product Mix

Unfavorable FX /Other

Q2 2016Gross Margin

Quarterly Gross Margin Performance• Commodity cost favorability due

mainly from aluminum costs partially offset by rising PVC resin costs.

• Improved manufacturing leverage due to 4.9% increase is units sold.

• Favorable freight costs due to decline in fuel pricing partially offset by rising driver and freight insurance costs.

• Selling price/product mix reflects a higher proportion of metal products sold during the quarter compared to the prior year which carry a lower gross margin.

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SFS Segment

Key HighlightsFirst Half 2016 Results ($ in Millions)

Market Leader in Vinyl Siding

New construction

38%

Home repair & remodel

62%

End Market Exposure (*)

• Sales increase of $25.8M or 6.5% primarily driven by organic unit growth in the U.S. business and the incremental sales from our Canyon Stone acquisition which accounted for $11.6M of sales growth. The sales growth was partially offset by weaker market conditions in Canada which impacted demand for vinyl siding products and accessories and unfavorable foreign currency exchange rates, lower average selling prices due to lower raw material costs and the negative impact of $2.2M on sales due to 1 fewer shipping day in the quarter compared to 2015 due to the timing of the Company’s fiscal calendar.

• Gross margin expanded by 280 basis points, primarily driven by favorable leverage on additional sales volume, lower commodity costs and freight expense, partially offset by lower average selling prices, decreased operating leverage in Canada and unfavorable foreign currency.

• SG&A expense increased $1.5M due to the Canyon Stone acquisition which accounted for $2.6M of the SG&A expense increase partially offset by leveraging the fixed component of SG&A expense. SG&A expense as a percent of sales decreased from 11.2% to 10.9%.

Gross Margin %

H1 2016 H1 2015

U.S. 30.0% 26.1%

Canada 25.6% 30.3%

SFS Segment 29.5% 26.7%

(*) For the six months ended July 2, 2016

$371.8 $342.3

$49.0 $52.7

H1 2016 H1 2015

Net Sales

U.S. Canada

$395.0$420.8

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SFS Gross Margin

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SFS Segment First Half 2016 Gross Margin Bridge

26.7%

29.5% 3.2% 0.5%

6.1% 0.4%

20.0%

25.0%

30.0%

35.0%

H1 2015Gross Margin

Commodity Costs /Mfg. Leverage

Freight Costs Selling Price /Product Mix

Unfavorable FX /Other

H1 2016Gross Margin

First Half 2016 Gross Margin Performance• Commodity cost favorability due

mainly from aluminum costs partially offset by rising PVC resin costs.

• Improved manufacturing leverage due to increase is units sold during six month period.

• Favorable freight costs due to decline in fuel pricing partially offset by rising driver and freight insurance costs.

• Selling price/product mix reflects a higher proportion of metal products sold during the six month period compared to the prior year which carry a lower gross margin.

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Acquisition Synergies and Cost Savings

AcquisitionSynergies

• Simonton – $18M of synergies and cost savings from Simonton acquisition identified through raw material sourcing, manufacturing efficiencies, insourcing products and SG&A

• Canyon Stone – $1M of synergies and cost savings from Canyon Stone acquisition identified through manufacturing efficiencies and raw material sourcing

• During 2Q16, acquisition synergies of $3.7M have been realized, bringing the total acquisition synergies related to the Simonton and Canyon Stone acquisitions to $15.8M. We expect the remainder of the synergies to be realized throughout the balance of 2016.

$15.8

$19.0

$9.0

$3.1

$3.7

$-

$5.0

$10.0

$15.0

$20.0

$25.0

2015 Realized Acq.Synergies

1Q16 Acq. SynergiesRealized

2Q16 Acq. SynergiesRealized

Total Acq. SynergiesRealized

Expected AcquisitionSynergies

17

($ in Millions)

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Margin Initiatives

The Market Innovator

The Leading Brand

Lean through Technology

Our Future Leaders

New Channels and Markets

Selling Price Increases

Q1 2016 price increases were announced in October 2015 for the W&D Segment. Selling price increases range from 6% to 12%

Q2 2016 price increases were announced in January 2016 for the Canadian siding products due to the continued weakening of the Canadian dollar

June 2016 price increases were announced in April 2016 for the U.S. siding products due to rising material costs

Continued Implementation of Enterprise Lean and Sales & Operations Planning (S&OP) System in U.S. Windows and Doors

Enterprise Lean provides product simplification and improves manufacturing flexibility. Realized approximately $4.5M of benefit in 2014 and 2015, and anticipated to provide for an annual savings of approximately $10.0M once fully implemented in 2016

S&OP system provides enhanced capacity and resource planning system which will reduce future ramp-up costs and maximize fixed manufacturing investments

Ply Gem Margin Enhancement Initiatives

Cross Selling Opportunities

Continue to integrate our extensive product categories across our legacy customer base and acquired Simonton customer base

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Ply GemOutlook

The Market Innovator

The Leading Brand

Lean through Technology

Our Future Leaders

New Channels and Markets 3Q 2016 Guidance

Based on the forecasted growth of the U.S. housing market and R&R spend, the impact of our enacted selling price increases and other margin enhancing initiatives, we expect our adjusted EBITDA for 3Q 2016 to be in the range of $80.0M to $85.0M which represents a $3.5M to $8.5M year-over-year improvement.

Economic Outlook & Guidance

Expect Continued Steady Growth in U.S. Housing Starts

Expect continued overall moderate growth of 8% to 10% in U.S. housing recovery in 2016, however we expect the market to experience periods of choppiness

Expect an overall moderate growth rate for big ticket R&R spend of approximately 3% to 5% in 2016

Overall Canadian housing starts expected to moderate relative to 2015 with lower starts in oil-producing regions of Western Canada partially offset by higher starts in other regions

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Q&A

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Appendix:

Non-GAAP Adjusted EBITDA Reconciliation

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(amounts in thousands) For the three months ended

July 2, 2016For the three months ended

July 4, 2015

Net income $41,646 $30,372

Interest expense, net 18,525 18,682

Provision (benefit) for income taxes 2,025 (1,482)

Depreciation and amortization 14,313 14,576

EBITDA $76,509 $62,148

Non cash loss (gain) on foreign currency transactions (255) 98

Acquisition costs - 339

Customer inventory buybacks 596 80

Restructuring/integration expense (156) 1,857

Non cash charge of purchase price allocated to inventories - 54

Tax receivable agreement liability adjustment 241 (2,006)

Adjusted EBITDA $76,935 $62,570

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Second Quarter Adjusted EBITDA ReconciliationAppendix

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(amounts in thousands) For the six months ended

July 2, 2016For the six months ended

July 4, 2015

Net income (loss) $14,069 ($18,487)

Interest expense, net 37,207 37,766

Provision (benefit) for income taxes 531 (3,876)

Depreciation and amortization 28,343 29,397

EBITDA $80,150 $44,800

Non cash loss (gain) on foreign currency transactions (839) 1,032

Acquisition costs - 625

Customer inventory buybacks 1,067 132

Restructuring/integration expense 497 3,020

Non cash charge of purchase price allocated to inventories - 54

Loss on modification or extinguishment of debt 2,399 -

Tax receivable agreement liability adjustment 18,391 15,179

Adjusted EBITDA $101,665 $64,842

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Six Months Adjusted EBITDA ReconciliationAppendix

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(amounts in thousands) For the three months ended

July 2, 2016For the three months ended

July 4, 2015

SFS Segment W&D Segment Total SFS Segment W&D Segment Total

Non cash loss (gain) on

foreign currency transactions($129) ($126) ($255) $8 $90 $98

Acquisition costs - - - 339 - 339

Customer inventory buybacks 596 - 596 45 35 80

Restructuring/integration

expense48 (204) (156) 17 1,840 1,857

Non cash charge of purchase

price allocated to inventories- - - 54 - 54

$515 ($330) $185 $463 $1,965 $2,428

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Second Quarter EBITDA Adjustments By Segment(*)Appendix

(*) Does not reflect unallocated and corporate EBITDA adjustments

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(amounts in thousands) For the six months ended

July 2, 2016For the six months ended

July 4, 2015

SFS Segment W&D Segment Total SFS Segment W&D Segment Total

Non cash loss (gain) on

foreign currency transactions($203) ($636) ($839) $261 $771 $1,032

Acquisition costs - - - 337 261 598

Customer inventory buybacks 1,080 (13) 1,067 97 35 132

Restructuring/integration

expense179 318 497 175 2,845 3,020

Non cash charge of purchase

price allocated to inventories- - - 54 - 54

$1,056 ($331) $725 $924 $3,912 $4,836

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Six Months EBITDA Adjustments By Segment(*)Appendix

(*) Does not reflect unallocated and corporate EBITDA adjustments