8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) of the

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): May 10, 2007

CPG INTERNATIONAL INC.

(Exact name of registrant as specified in charter)

Delaware	333-134089	20-2779385
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification Number)

801 Corey Street, Scranton, PA	18505
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (570) 558-8000

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):

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

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

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

|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act

(17 CFR 240.13e-4(c))

Item 7.01. Regulation FD Disclosure

CPG International Inc. (the “Company”) issued a press release announcing its results for the three months ended March 31, 2007. The full text of the press release, appearing in Exhibit 99.1 hereto, is incorporated herein by reference.

Also as previously announced, the Company will hold a conference call tomorrow, May 11, 2007 at 10 AM eastern, to discuss its financial results for the quarter ended March 31, 2007. A copy of the Company’s earnings slide presentation for use in conjunction with this call is furnished as Exhibit 99.2 hereto and incorporated by reference herein.

To access the conference call, dial (866) 315-3365 and enter Conference ID, 7872626. A replay of the call will be available for one week after the event by dialing (800) 642-1687 or (706) 645-9291 and entering Conference ID, 7872626.

In accordance with General Instruction B.2 of Form 8-K, the information in Item 7.01 of this Current Report on Form 8-K and Exhibits 99.1 and 99.2 attached hereto, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (“Exchange Act”), or otherwise subject to the liability of that 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

(d) Exhibits

Exhibit	Description
99.1	Press release dated May 10, 2007.
99.2	Earnings slide presentation dated May 11, 2007.

SIGNATURES

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

CPG International Inc.
By:	/s/ Scott Harrison
	Executive Vice President and Chief Financial Officer

Dated: May 10, 2007

EXHIBIT INDEX

Exhibit No.	Description
99.1	Press release dated May 10, 2007.
99.2	Earnings slide presentation dated May 11, 2007.

Certain statements made in this Form 8-K, other SEC filings or written materials or orally made by the Company or its representatives may constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995.  Statements made in this Form 8-K that relate to future events or the Company’s expectations, projections, estimates, intentions, goals, targets and strategies are forward looking statements. You are cautioned that all forward-looking statements are based upon current expectations and estimates and the Company assumes no obligation to update this information. Because actual results may differ materially from those expressed or implied by the forward-looking statements, the Company cautions you not to place undue reliance on these statements. For a detailed discussion of the important factors that affect the Company and that could cause actual results to differ from those expressed or implied by the Company’s forward-looking statements, please see “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in the Company’s current and future Annual Reports on Form 10-K and Quarterly Reports on Form 10-Q.

EX-99

Exhibit 99.1

For Immediate Release

CPG Posts Record Quarter as Profits Climb

Thursday May 10, 2007

CPG International Inc. (CPG) a leading manufacturer of premium, branded, low maintenance building products for both residential and commercial markets today announced first quarter 2007 financial results. CPG’s products include home exterior trim, millwork, mouldings and decking for residential markets as well as bathroom and locker systems used in commercial building markets.

“I am very pleased with the record results our team generated in a very difficult building market,” said John R. Loyack, CPG’s President and Chief Executive Officer. “Our ability to successfully integrate our Santana and Procell Decking Systems acquisitions, expand our North American sales footprint at AZEK Building Products (AZEK) and the introduction of new and exciting products was more than enough to offset a difficult residential building market. We believe that we are positioned to perform well for the remainder of 2007 even though we do not expect to see much improvement in the residential building market before the end of this year. As a result, merger integration performance, the ability to continue to expand our sales footprint and new product introduction will be critical as we strive to continue our strong performance throughout 2007 in a challenging building market.”

Highlights

(See the accompanying financial schedules for full financial details and a reconciliation of non-GAAP financial measures to their GAAP equivalents)

o First quarter sales improved to $94.4 million, up 21% from first quarter 2006. The successful acquisition of Procell and Santana, volume growth in our AZEK® Trimboards business, and strong growth in our locker systems sales more than offset the effects of a slow housing market.

o Gross margins improved 2.3 points in the first quarter of 2007 as lower material costs reflecting our increased scale and softer demand in key material markets combined with improved operating productivity to account for the margin improvement.

o Despite higher interest costs associated with the Procell and Santana Acquisitions, GAAP net income rose to $5.2 million from $3.6 million last year, an improvement of 43.2%. Adjusted net income was $5.5 million for the first quarter of 2007, up 49.3% from last year’s levels.

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o Strong sales growth and improvements in CPG’s cost structure helped drive all-time record EBITDA performance in the first quarter of 2007 as EBITDA was up 37.9% to $21 million. Adjusted EBITDA was $21.4 million in the first quarter of 2007, up 40.3% from $15.3 million in the first quarter of 2006.

o At March 31, 2007, CPG had cash of $11.4 million and had no amounts outstanding on its $40.0 million revolving credit facility.

o CPG’s subsidiary AZEK has begun a pilot project with Home Depot to carry a line of trimboards and mouldings. AZEK also successfully launched a new line of mouldings with the same appearance of AZEK® Trimboards.

EBITDA Guidance

(See the accompanying financial schedules for full financial details and a reconciliation of non-GAAP financial measures to their GAAP equivalents)

CPG’s Adjusted EBITDA guidance is $60 million to $65 million for the full year of 2007. “We remain cautiously optimistic about our financial forecast for 2007 despite the difficult residential building market,” said Scott Harrison, Executive Vice President and Chief Financial Officer. “Based upon that view, we are reaffirming our guidance today.”

Investor Call

CPG will hold an investor conference call to discuss first quarter 2007 financial results at 10 AM Eastern time, on Friday, May 11, 2007. John R. Loyack, President and Chief Executive Officer, and Scott Harrison, Executive Vice President and Chief Financial Officer, will host the call.

To access the conference call, dial (866) 315-3365 and enter Conference ID, 7872626. A replay of the call will be available for one week after the event by dialing (800) 642-1687 or (706) 645-9291 and entering Conference ID, 7872626.

Forward-looking Statements

Statements in this investor release and the schedules hereto which are not purely historical facts or which necessarily depend upon future events, including statements about forecasted financial performance or other statements about anticipations, beliefs, expectations, hopes, intentions or strategies for the future, may be forward-looking statements within the meaning of Section 21E of the Securities and Exchange Act of 1934, as amended. Readers are cautioned not to place undue reliance on forward-looking statements. All forward-looking statements are based upon information available to CPG on the date this release was submitted. CPG undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. Any forward-looking statements involve risks and uncertainties that could cause actual events or results to differ materially from the events or results described in the forward-looking statements, including risks or uncertainties related to the CPG's revenues and operating results being highly dependent on, among other things, the homebuilding industry, the commercial building

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industry, raw material prices, competition and the economy. CPG may not succeed in addressing these and other risks. Further information regarding factors that could affect our financial and other results can be found in the risk factors section of CPG most recent annual report on Form 10-K filed with the Securities and Exchange Commission. Consequently, all forward-looking statements in this release are qualified by the factors, risks and uncertainties contained therein.

About CPG International

Headquartered in Scranton, Pennsylvania, CPG International is a manufacturer of market-leading brands of highly engineered, premium, low-maintenance, building products for residential and commercial markets designed to replace wood, metal and other traditional materials in a variety of construction applications. The Company’s products are marketed under several brands including AZEK® Trimboards, Procell Decking Systems, Santana Products, Comtec Industries, Capitol, EverTuff™, TuffTec™, Hiny Hider® and Celtec®, as well as many other brands. For additional information on CPG please visit our web site at WWW.CPGINT.COM.

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Financial Schedules

CPG International Inc. and Subsidiaries

Condensed Consolidated Balance Sheets

March 31, 2007 and December 31, 2006

(unaudited)

(dollars in thousands)

	March 31,			December 31,
		2007			2006
ASSETS:
Current assets:
Cash	$	11,356		$	2,173
Receivables:
Trade, less allowance for doubtful accounts of $1,497 in 2007 and 2006, respectively		40,246			29,325
Inventories		37,011			45,493
Deferred income taxes—current		7,229			9,192
Prepaid expenses and other		4,269			6,404
Total current assets		100,111			92,587
Property and equipment—net		93,226			79,935
Goodwill		281,960			232,786
Intangible assets —net		91,798			92,408
Deferred financing costs—net		9,785			10,080
Total assets	$	576,880		$	507,796
LIABILITIES AND SHAREHOLDER’S EQUITY:
Current liabilities:
Accounts payable—primarily trade	$	27,523		$	25,680
Current portion of capital lease		1,358			647
Current portion of long-term debt obligations		—			9,508
Accrued interest		7,848			13,887
Accrued warranty costs		3,331			1,854
Accrued expenses		9,883			7,391
Total current liabilities		49,943			58,967
Deferred income taxes		44,568			43,715
Capital lease obligation—less current portion		6,465			3,010
Long-term debt—less current portion		278,126			245,132
Other liabilities		702			—
Commitments and contingencies
Shareholder’s equity:
Common shares, $0.01 par value: 1,000 shares authorized; 10 issued and outstanding at March 31, 2007 and December 31, 2006		—			—
Additional paid-in capital		199,960			165,066
Accumulated deficit		(2,884	)		(8,094	)
Total shareholder’s equity		197,076			156,972
Total liabilities and shareholder’s equity	$	576,880		$	507,796

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CPG International Inc. and Subsidiaries

Condensed Consolidated Statements of Operations

Three Months Ended March 31, 2007 and 2006

(unaudited)

(dollars in thousands)

		Three Months			Three Months
		Ended			Ended
		March 31,			March 31,
		2007			2006
Net sales	$	94,447		$	78,066
Cost of sales		(66,894	)		(57,106	)
Gross margin		27,553			20,960
Selling, general and administrative expenses		(10,638	)		(8,770	)
Operating income		16,915			12,190
Other income (expenses):
Interest expense		(8,631	)		(6,238	)
Interest income		85			28
Miscellaneous – net		(39	)		(36	)
Total other expenses-net		(8,585	)		(6,246	)
Income before income taxes		8,330			5,944
Income tax expense		(3,120	)		(2,307	)
Net income	$	5,210		$	3,637
Reconciliation to Adjusted net income:
Net Income (GAAP)	$	5,210		$	3,637
Non-Recurring Items:
Executive retirement		--			45
Severance costs		21			--
Ownership management fee		375			--
Non-recurring acquisition costs		24			--
Tax effect at effective tax rate		(158	)		(17	)
Adjusted net income	$	5,472		$	3,665

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CPG International Inc. and Subsidiaries

Calculation of Earnings before Interest, Taxes, Depreciation and Amortization

Three Months Ended March 31, 2007 and 2006

(unaudited)

(dollars in thousands)

		Three Months		Three Months
		Ended		Ended
		March 31,		March 31,
		2007		2006
Net income	$	5,210	$	3,637
Interest expense, net		8,546		6,210
Income tax expense		3,120		2,307
Depreciation and amortization		4,126		3,073
EBITDA	$	21,002	$	15,227
Reconciliation to Adjusted EBITDA:
EBITDA	$	21,002	$	15,227
Non-Recurring Items:
Executive retirement		--		45
Severance costs		21		--
Ownership management fee		375		--
Non-recurring acquisition costs		24		--
Adjusted EBITDA	$	21,422	$	15,272

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EX-99

2007 First Quarter Earnings Call

May 11, 2007

Exhibit 99.2

Forward Looking Statements

This presentation contains forward-looking statements within the meaning of
the Private Securities Litigation Reform Act of 1995.  Statements made in this
presentation that relate to future events or the Company’s expectations,
guidance, projections, estimates, intentions, goals, targets and strategies are
forward looking statements.  You are cautioned that all forward-looking
statements are based upon current expectations and estimates and the
Company assumes no obligation to update this information.  Because actual
results may differ materially from those expressed or implied by the forward-
looking statements, the Company cautions you not to place undue reliance on
these statements.  For a detailed discussion of the important factors that affect
the Company and that could cause actual results to differ from those expressed
or implied by the Company’s forward-looking statements, please see
“Management’s Discussion and Analysis of Financial Condition and Results of
Operations” and “Risk Factors” in the Company’s current and future Annual
Reports on Form 10-K and Quarterly Reports on Form 10-Q.

2

Adjusted EBITDA Statement

We refer to the term “Adjusted EBITDA” in various places throughout this presentation.  Adjusted EBITDA, or earnings
(adjusted as described below) before interest, taxes, depreciation and amortization calculated on a pro forma basis as
provided herein, is a material component of the significant covenants contained in our senior secured credit facility and
the indenture governing the notes and accordingly, is important to the Company’s liquidity and ability to borrow under its
debt instruments.  Adjusted EBITDA is calculated similarly under both the credit facility and the indenture by adding
consolidated net income, income taxes, interest expense, depreciation and amortization and other non-cash expenses,
income or loss attributable to discontinued operations and amounts payable pursuant to the management agreement
with AEA Investors.  In addition, consolidated net income is adjusted to exclude certain items, including non-recurring
charges with respect to the closing of the acquisition of Santana Holdings Corp. (the “Santana Acquisition”), the closing
of the acquisition of Procell Decking Systems (the “Procell Acquisition”) and the related financing transactions, as well
as certain other nonrecurring or unusual charges.  Please see the Company’s March 31, 2007 10-Q, which contains a
detailed description of our covenants and a thorough description of our use of Adjusted EBITDA, and the use of
Adjusted EBITDA in connection with certain calculations under the covenants, under our credit agreement and
indenture.

While the determination of appropriate adjustments in the calculation of Adjusted EBITDA is subject to interpretation
under our debt agreements, management believes the adjustments are in accordance with the covenants in our credit
agreement and indenture, as discussed above.  Adjusted EBITDA should not be considered in isolation or construed as
an alternative to our net income or other measures as determined in accordance with GAAP.  In addition, other
companies in our industry or across different industries may calculate Adjusted EBITDA differently than we do, limiting
its usefulness as a comparative measure.  In future SEC filings, we may be required to change our presentation of
Adjusted EBITDA in order to comply with the SEC’s rules regarding the use of non-GAAP financial measures.  In
addition, you are cautioned not to place undue reliance on Adjusted EBITDA.

For a reconciliation of Adjusted EBITDA to net income, please see the Appendix to this presentation.

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About CPG International

Headquartered in Scranton, Pennsylvania, CPG International is a manufacturer
of market-leading brands of highly engineered premium, low-maintenance
building products for residential and commercial markets designed to replace
wood, metal and other traditional materials in a variety of construction
applications.  The Company’s products are marketed under several brands
including AZEK^® Trimboards, Procell Decking Systems, Santana Products,
Comtec, Capitol, EverTuff™, TuffTec™, Hiny Hider^® and Celtec^®, as well as
many other brands. For additional information on CPG please visit our web site
at http://WWW.CPGINT.COM.

Please note:

To access the conference call, dial (866) 315-3365 and enter Conference ID
7872626. A replay of the call will be available for one week after the event by
dialing   (800) 642-1687 or (706) 645-9291 and entering Conference ID 7872626.

4

Table of Contents

5

Strategy Overview

6

2007 First Quarter Business Highlights

9

2007 Financial Overview

12

2007 Guidance

14

Appendix

15

Q&A  

Strategy Overview

Transformation of CPG into a Building
Products Company gains steam

Scranton Products expands mix of end
use building products to 70% (locker
systems and bathroom products)

Santana Acquisition

Locker business expansion

New products (post consumer, etc.)

Residential building products (AZEK^® )
grows to 90% of AZEK Building
Products business

Trim and millwork growth

Mouldings launch

Procell Acquisition

New products for future growth

Strategy

Building Product Mix - SP

Building Product Mix - ABP

6

Strategy Overview

Grow AZEK Building Products into the provider of premium home exterior
products

Completed Mouldings launch

Pella window surround partnership in full swing

Procell Acquisition meets Q1 expectations

Procell technology will allow AZEK to expand its product offering

Expand AZEK sales footprint and brand

Dealer network expands from 1,400 at the beginning of 2006 to 1,700 in Q4 2006
to nearly 2,000 in Q1 2007

Move into Big Box underway

Move into Canada gains steam

Strategy

7

Strategy Overview

Use our experience and technology to drive new building product
introductions

Byeong Jo joins our team as VP of R&D

Use LEAN to drive quality and cost reduction

LEAN techniques used to drive success of Santana acquisition

Santana Acquisition well ahead of merger case

Complete plant redesign under LEAN completed in March

Significant inventory reduction effort pays benefits

Employee empowerment drives cost reductions

Use data to manage the business

SAP implementation continues to drive value

Reaching out through the sales network to better understand market changes

Procell Acquisition integrated into SAP by second quarter

Public company infrastructure implementation on track

Strategy

8

2007 First Quarter Business Highlights

Overall CPG revenue growth of 21.0% despite downturn in the new housing
market

Procell and Santana Acquisition success

AZEK^® Trimboards sales volumes grow

Locker system sales increase 40%

CPG’s Adjusted EBITDA up 40.3% to $21.4 million from $15.3 million in
2006

Cash position $11.4 million at March 31, 2007 and no balance outstanding
on $40.0 million revolving credit facility

2007 Earnings guidance confirmed

Business Highlights

9

2007 First Quarter Business Highlights - ABP

AZEK^® fundamentals still strong and improving in a difficult building market

Housing starts fall from 2.1 million in 2006 Q1 to 1.4 million by 2007 Q1

Dealers and distributors closely monitoring inventory levels

How long does the bottom last (late 2007/early 2008)

Early conversion play, brand and sales footprint expansion can help to
offset a down market

Early buy program was a success

Procell meets expectations

AZEK Trimboard sales flat year-over-year but volume up almost 9% (surcharge)

Operating Income up 31.4% to $15.7 million

Business Highlights

10

2007 First Quarter Business Highlights - SP

Scranton Product Highlights:

Scranton Product sales up 36.5% to $25.4 million

Commercial building product (Santana/Comtec/Capitol bathroom product and locker
systems) sales up 73.9% (volume up 65.5% and Average Selling Price (ASP) up 5.1%)

Operating Income up 119.5% to $3.8 million from $1.8 million in 2006

Santana Acquisition and locker business drive success in commercial
building products

Santana Acquisition integration continues to outperform merger case

Locker systems business creating an early stage conversion

Sales grow over 40% in Q1

Chris Bardasian joins sales team

National accounts

New markets

Business Highlights

11

2007 First Quarter Financial Results

Financial Update

12

$ in MMs

Year Quarter Ended March 31,

2006

2007

%

Net Sales

$78.1

$94.4

21.0%

Volume

57.7

73.5

27.2%

ASP

$1.35

$1.29

-4.4%

Adjusted EBITDA

$15.3*

$21.4

40.3%

% of Net Sales

19.6%

22.7%

Net Income

$3.6

$5.2

43.2%

Capital Expenditures

$5.5

$2.5

-54.5%

*Excludes $2.6 mm of Pro Forma EBITDA for the Santana and Procell Acquisitions as if we owned them on January

1, 2006.

Balance Sheet

(1)

Excludes Interest Payable.

Financial Update

13

$ in MMs

As of

3/31/06

12/31/06

3/31/07

Inventory

$39.1

$45.5

$37.0

Accounts Rec.

$21.6

$29.3

$40.2

Prepaid Expenses

$4.0

$6.4

$4.3

A/P & Accrued Expenses⁽¹⁾

($32.5)

($34.9)

($40.7)

Total

$32.2

$46.3

$40.8

Revolver Balance

$0.0

$9.5

$0.0

Cash Balance

$5.3

$2.2

$11.4

Downside:

Prolonged decline in residential
housing market

Resin prices rise

Procell integration

Upside:

Higher AZEK^® growth

Resin declines further

Higher Procell growth

Incremental Santana synergies

Low

High

$60mm

$65mm

Adjusted EBITDA growth ranges from 36% to 47%

2007 Guidance

(1) In preparation of our Adjusted EBITDA, we used a basis similar to actual interest, depreciation, amortization and taxes reported for 2006,
subject to the timing of the Santana and Procell Acquisitions.

2007 Adjusted EBITDA Guidance (1)

14

APPENDIX

15

Net Income to Adjusted EBITDA Reconciliation- QTD

Appendix

_____________________

(1) Represents the pro forma effect from Santana and Procell Decking as if the Santana Acquisition and the Procell Acquisition took
place on April 1, 2006, as defined by our credit agreement.

(1)

16

Quarterly Volume Information

Appendix

17

CPG

Industrial

Commercial

Residential

Industrial

CPG

18