8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of report (Date of earliest event reported)    March 16, 2012               

PLY GEM HOLDINGS, INC.

(Exact Name of Registrant as Specified in Its Charter)

Delaware	333-114041	20-0645710
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

5020 WESTON PARKWAY, SUITE 400 CARY, NORTH CAROLINA	27513
(Address of principal executive offices)	(Zip Code)

(919) 677-3900

(Registrant’s Telephone Number, Including Area Code)

NOT APPLICABLE

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

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o      Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o      Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o      Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17CFR 240.14d-2(b))

o      Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17CFR 240.13e-4(c))

FORWARD-LOOKING INFORMATION

Certain statements made in this Form 8-K, including any statements as to future results of operations and financial projections, may constitute "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995, as amended. Forward-looking statements are based on management's expectations, estimates, projections and assumptions. These statements are not guarantees of future performance and involve certain risks and uncertainties which are difficult to predict. Therefore, actual future results and trends may differ materially from what is forecast in forward-looking statements due to a variety of factors. Additional information regarding these factors is contained in Ply Gem Holdings, Inc.'s filings with the Securities and Exchange Commission, including, without limitation, its Annual Report on Form 10-K.

ITEM 2.02          RESULTS OF OPERATIONS AND FINANCIAL CONDITION

On March 16, 2012, Ply Gem Holdings, Inc. (the "Company") reported its results of operations for its fiscal quarter and year ended December 31, 2011.  A copy of the press release issued by the Company concerning the foregoing results is furnished herewith as Exhibit 99.1 and is incorporated herein by reference.

The information under Item 2.02 of this Form 8-K and the accompanying exhibit are being furnished under Item 2.02 and shall not be deemed to be "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934 (the "Exchange Act"), or otherwise subject to the liability of such section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, regardless of the general incorporation language of such filing, except as shall be expressly set forth by specific reference in such filing.

ITEM 9.01          FINANCIAL STATEMENTS AND EXHIBITS

99.1                     Press Release, dated March 16, 2012

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SIGNATURES

                             Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report on Form 8-K to be signed on its behalf by the undersigned, thereunto duly authorized.

Dated:  March 16, 2012	PLY GEM HOLDINGS, INC.
	By:     /s/ Shawn. K. Poe
	Name:  Shawn K. Poe
	Title:  Vice President, Chief Financial Officer, Treasurer and Secretary

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EXHIBIT LIST

Exhibit               Description

99.1                     Press Release, dated March 16, 2012.

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EX-99.1

Exhibit 99.1

Cary, NC

Contact:  Shawn Poe, CFO   919-677-4019

Ply Gem Reports Fourth Quarter and Full Year 2011 Results

March 16, 2012 - Ply Gem Holdings, Inc. (“Ply Gem” or the “Company”), a leading manufacturer of exterior building products in North America, today announced financial results for the fourth quarter and full year ended December 31, 2011.

 “Ply Gem’s fourth quarter and full year results continue to reflect the challenging conditions that exist in the housing market today.  During 2011, Ply Gem’s performance improved with net sales growth of 3.9% compared to 2010 despite single family housing starts declining approximately 7.9% from 2010.  Ply Gem continued to demonstrate its ability to grow with existing and new customers that will further benefit the Company as the housing market recovers.  Ply Gem also reported an improvement in its fourth quarter Adjusted EBITDA which improved from $22.1 million in 2010 to $23.7 million in 2011, an increase of 7.3%,” said Gary E. Robinette, President and CEO of Ply Gem.

“Our fourth quarter 2011 sales were up 9.9% over the same period in 2010 and sales for the first two months of 2012 have been even stronger relative to the same period in 2011, however it is still too early to tell how much of the positive performance may be attributable to the favorable weather conditions that have been experienced across much of the country. As such, we will continue our focus on maintaining a lean overall cost structure while striving to outperform the market across all of our product categories,” concluded Mr. Robinette.

Highlights of Ply Gem’s 2011 financial results included:

·   Net sales for 2011 were $1,034.9 million, higher than 2010 net sales of $995.9 million by $39.0 million, or 3.9%.

·   Operating earnings for 2011 decreased by $11.9 million to $44.9 million compared to operating earnings of $56.8 million for 2010, reflecting increased commodity costs that were not fully offset within the year and higher selling, general and administrative expense.

·   Our 2011 Adjusted EBITDA was $112.2 million compared to Adjusted EBITDA of $120.6 million in 2010.

Ply Gem, headquartered in Cary, N.C., is a leading manufacturer of exterior building products in North America. Ply Gem produces a comprehensive product line of vinyl siding, designer accents and skirting, vinyl fencing and vinyl and composite railing, stone veneer and vinyl windows and doors used in both new construction and home repair and remodeling in the United States and Western Canada.  Ply Gem siding brands include Mastic Home Exteriors®, Variform®, NAPCO®, Ply Gem® Stone, Kroy®, Cellwood®, Georgia Pacific, DuraBuilt®, Richwood®, Leaf Relief®, Gutter Warrior™ and Monticello® Columns. Ply Gem also manufactures vinyl and aluminum soffit and siding accessories, aluminum trim coil, wood windows, aluminum windows, vinyl and aluminum-clad windows and steel and fiberglass doors. Ply Gem windows and patio door brands include Ply Gem® Windows, Mastic® Replacement Windows, Ply Gem® Canada and Great Lakes® Window. The Company’s brands are sold through short-line and two-step distributors, pro dealers, home improvement dealers and big box retailers. Ply Gem employs more than 4,200 people across North America. Visit www.plygem.com for more information.

Ply Gem management will host a live webcast on March 16, 2012 at 10:00 a.m. EST to report fourth quarter results.  To access the webcast, log on to www.plygem.com, click on “Investor Relations”, select “Webcasts” and then click on the webcast link.  If internet access is not available, or to participate in the call, please call 866-700-0133 and use call confirmation number 89104556.

Note:  As used herein, the term “Ply Gem” or the "Company" refers to Ply Gem Holdings, Inc. and all its subsidiaries, including Ply Gem Industries, Inc., unless the context indicates otherwise.  This term is used for convenience only and is not intended as a precise description of any of the separate corporations.

This document and oral statements made from time to time by our representatives may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995.  These statements are based on the Company’s current plans and expectations and involve risks and uncertainties that could cause actual future activities and results of operations to be materially different from those set forth in the forward-looking statements.  Important factors impacting such forward-looking statements include the availability and cost of raw materials and purchased components, the level of construction and remodeling activity, changes in general economic conditions, the rate of sales growth, and product liability claims and other factors discussed in the Company’s news releases, public statements and/or filings with the Securities and Exchange Commission, including the Company’s Annual and Quarterly Reports on Form 10-K and Form 10-Q.  The Company undertakes no obligation to update publicly any forward-looking statements, whether as a result of new information, future events, or otherwise.  For further information, please refer to the reports and filings of the Company with the Securities and Exchange Commission.

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PLY GEM HOLDINGS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

	For the three months ended
(Amounts in thousands)	December 31, 2011			December 31, 2010
Net sales	$	242,370		$	220,496
Cost of products sold		192,471			174,651
Gross profit		49,899			45,845
Operating expenses:
Selling, general and administrative expenses		34,899			31,890
Amortization of intangible assets		6,669			6,722
Write-off of previously capitalized offering costs		-			1,571
Total operating expenses		41,568			40,183
Operating earnings		8,331			5,662
Foreign currency gain		26			180
Interest expense		(24,895	)		(29,007	)
Interest income		22			32
Loss before provision for income taxes		(16,516	)		(23,133	)
Benefit for income taxes		(1,296	)		(3,501	)
Net loss	$	(15,220	)	$	(19,632	)

	For the twelve months ended
(Amounts in thousands)	December 31, 2011			December 31, 2010
Net sales	$	1,034,857		$	995,906
Cost of products sold		824,325			779,946
Gross profit		210,532			215,960
Operating expenses:
Selling, general and administrative expenses		138,912			130,460
Amortization of intangible assets		26,689			27,099
Write-off of previously capitalized offering costs		-			1,571
Total operating expenses		165,601			159,130
Operating earnings		44,931			56,830
Foreign currency gain		492			510
Interest expense		(101,488	)		(122,992	)
Interest income		104			159
Gain (loss) on modification or extinguishment of debt		(27,863	)		98,187
Income (loss) before provision for income taxes		(83,824	)		32,694
Provision for income taxes		683			5,027
Net income (loss)	$	(84,507	)	$	27,667

The accompanying notes are an integral part of these unaudited condensed consolidated statements of operations.

1.           The accompanying unaudited condensed consolidated statements of operations of Ply Gem Holdings, Inc. (the “Company”) do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements.  In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included.

The selected balance sheet data for the periods presented in Note 4 has been derived from the December 31, 2011 and 2010 consolidated financial statements of the Company and does not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements.

The Company’s fiscal quarters are based on periods ending on the last Saturday of the last week in the quarter.  Therefore the financial results of certain fiscal quarters will not be exactly comparable to the prior and subsequent fiscal quarters.

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2.            We define adjusted EBITDA as net income (loss) plus interest expense (net of interest income), provision (benefit) for income taxes, depreciation and amortization, non-cash foreign currency gain/(loss), customer inventory buybacks, restructuring and integration costs, write-off of previously capitalized offering costs, environmental remediation, and gain (loss) on modification or extinguishment of debt.  Other companies may define adjusted EBITDA differently and, as a result, our measure of adjusted EBITDA may not be directly comparable to adjusted EBITDA of other companies.  Management believes that the presentation of adjusted EBITDA included in this press release provides useful information to investors regarding our results of operations because it assists both investors and management in analyzing and benchmarking the performance and value of our business.  The Company has included adjusted EBITDA because it is a key financial measure used by management to (i) assess the Company's ability to service its debt and/or incur debt and meet the Company's capital expenditure requirements; (ii) internally measure the Company's operating performance; and (iii) determine the Company's incentive compensation programs.  In addition, the Company's Senior Secured asset-based revolving credit facility has certain covenants that apply ratios utilizing this measure of adjusted EBITDA.  Although we use adjusted EBITDA as a financial measure to assess the performance of our business, the use of adjusted EBITDA is limited because it does not include certain material costs, such as interest and taxes, necessary to operate our business.   Adjusted EBITDA included in this press release should be considered in addition to, and not as a substitute for, net earnings in accordance with GAAP as a performance measure. You are cautioned not to place undue reliance on adjusted EBITDA.

	Ply Gem Holdings, Inc.
(Amounts in thousands)	For the three months ended
	December 31, 2011			December 31, 2010
Net loss	$	(15,220	)	$	(19,632	)
Interest expense, net		24,873			28,975
Benefit for income taxes		(1,296	)		(3,501	)
Depreciation and amortization		13,466			14,420
Non cash gain on currency transaction		(26	)		(180	)
Write-off of previously capitalized offering costs		-			1,571
Environmental remediation		1,580			-
Customer inventory buyback		110			81
Restructuring/integration expense		163			316
Adjusted EBITDA	$	23,650		$	22,050

	Ply Gem Holdings, Inc.
(Amounts in thousands)	For the twelve months ended
	December 31, 2011			December 31, 2010
Net income (loss)	$	(84,507	)	$	27,667
Interest expense, net		101,384			122,833
Provision for income taxes		683			5,027
Depreciation and amortization		54,020			60,718
Non cash gain on currency transaction		(492	)		(510	)
Gain (loss) on modification or extinguishment of debt		27,863			(98,187	)
Write-off of previously capitalized offering costs		-			1,571
Environmental remediation		1,580			-
Customer inventory buyback		10,087			574
Restructuring/integration expense		1,616			910
Adjusted EBITDA	$	112,234		$	120,603

3.           Long-term debt amounts in the selected balance sheets at December 31, 2011 and December 31, 2010 consisted of the following:

	December 31, 2011		December 31, 2010
(Amounts in thousands)
Senior secured asset based revolving credit facility	$	55,000	$	30,000
11.75% Senior secured notes due 2013, net of
unamortized discount of $0 and $7,318		-		717,682
8.25% Senior secured notes due 2018, net of
unamortized early tender premium and
discount of $40,641 and $0		759,359		-
13.125% Senior subordinated notes due 2014, net of
unamortized discount of $2,689 and $3,519		147,311		146,481
	$	961,670	$	894,163

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4.           The following is a summary of selected balance sheet amounts at December 31, 2011 and December 31, 2010:

	December 31, 2011			December 31, 2010
(Amounts in thousands)
Cash and cash equivalents	$	11,700		$	17,498
Accounts receivable, less allowances		109,515			97,859
Inventories		104,805			98,579
Prepaid expenses and other current assets		13,272			10,633
Property and equipment, net		99,845			116,712
Intangible assets, net		121,148			146,965
Goodwill		391,467			393,433
Accounts payable		50,090			54,973
Long-term debt		961,670			894,163
Stockholder's deficit		(277,322	)		(173,088	)

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