UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~October~~July 1, ~~2022~~2023

☐ 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 001-37971

PGT Innovations, Inc.

1070 Technology Drive

North Venice, FL 34275

Registrant’s telephone number: 941-480-1600


State of Incorporation		IRS Employer Identification No.
Delaware		020-0634715

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading

Symbol(s)

Name of each exchange on which registered

Common stock, par value $0.01 per share

PGTI

New York Stock Exchange, Inc.

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 ☑ No ☐

Indicate by check mark whether the registrant has submitted electronically, every Interactive Data File required to be submitted 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 such files).

Yes ☑ No ☐

Indicate by check mark whether the 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 ☐	Non-accelerated filer ☐	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.

Yes ☐ No ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes ☐ No ☑

Common Stock, $0.01 par value, outstanding was ~~59,997,679~~58,351,339 shares, as of ~~October~~July 31, ~~2022.~~2023.

~~Securities registered pursuant to Section 12(b) of the Act:~~

~~Title of each class~~

~~Trading~~

~~Symbol(s)~~

~~Name of each exchange on which registered~~

~~Common stock, par value $0.01 per share~~

~~PGTI~~

~~New York Stock Exchange, Inc.~~

PGT INNOVATIONS, INC.

TABLE OF CONTENTS

Form 10-Q for the Three and ~~Nine~~Six Months Ended ~~October~~July 1, ~~2022~~2023


			Page
			Number
Part I.	Financial Information		3
	Item 1.	~~Condensed Consolidated~~ Financial Statements ~~(unaudited):~~	3
		Condensed Consolidated Statements of Operations	3
		Condensed Consolidated Statements of Comprehensive Income	4
		Condensed Consolidated Balance Sheets	5
		Condensed Consolidated Statements of Cash Flows	6
		Condensed Consolidated Statements of Shareholders’ Equity	7
		Notes to Condensed Consolidated Financial Statements	8
	Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	3326
	Item 3.	Quantitative and Qualitative Disclosures About Market Risk	4837
	Item 4.	Controls and Procedures	4837

Part II.	Other Information		4939
	Item 1.	Legal Proceedings	4939
	Item 1A.	Risk Factors	4939
	Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	4939
	Item 3.	Defaults Upon Senior Securities	40
	Item 4.	Mine Safety Disclosures	40
	Item 5.	Other Information	40
	Item 6.	Exhibits	5040
		Signature	5142

- 2 -

PART I — FINANCIAL INFORMATION

ITEM 1. ~~CONDENSED CONSOLIDATED~~ FINANCIAL STATEMENTS ~~(UNAUDITED)~~

PGT INNOVATIONS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands, except per share amounts)


	Three Months Ended						Nine Months Ended						Three Months Ended						Six Months Ended
	October 1,			October 2,			October 1,			October 2,			July 1,			July 2,			July 1,			July 2,
	2022			2021			2022			2021			2023			2022			2023			2022
	(unaudited)						(unaudited)						(unaudited)						(unaudited)
Net sales	$	385,837		$	300,431		$	1,151,020		$	857,023		$	384,934		$	406,521		$	761,763		$	765,183
Cost of sales		236,035			196,228			701,495			561,849			230,983			241,391			458,581			465,460

Gross profit		149,802			104,203			449,525			295,174			153,951			165,130			303,182			299,723

Selling, general and administrative expenses		102,399			78,595			307,786			224,106			100,005			109,505			195,918			205,387
Restructuring costs and charges														2,516			—			2,516			—

Income from operations		47,403			25,608			141,739			71,068			51,430			55,625			104,748			94,336

Interest expense, net		6,889			7,686			21,124			22,968			8,214			7,155			15,870			14,235
Debt extinguishment costs		—			25,472			—			25,472

Income (loss) before income taxes		40,514			(7,550	)		120,615			22,628
Income before income taxes														43,216			48,470			88,878			80,101

Income tax expense (benefit)		10,100			(2,410	)		29,910			4,260
Income tax expense														11,462			12,005			22,697			19,810

Net income (loss)		30,414			(5,140	)		90,705			18,368
Net income														31,754			36,465			66,181			60,291

Less: Net income attributable to redeemable non-controlling interest ("RNCI")		(373	)		(677	)		(1,334	)		(1,656	)		(264	)		(304	)		(1,101	)		(961	)

Net income (loss) attributable to the Company	$	30,041		$	(5,817	)	$	89,371		$	16,712
Net income attributable to the Company													$	31,490		$	36,161		$	65,080		$	59,330

Calculation of net income (loss) per common share attributable to common shareholders:
Net income (loss) attributable to the Company	$	30,041		$	(5,817	)	$	89,371		$	16,712
Decrease (increase) in redemption value of RNCI		271			(965	)		(1,514	)		(4,528	)
Net income (loss) attributable to common shareholders	$	30,312		$	(6,782	)	$	87,857		$	12,184
Calculation of net income per common share attributable to common shareholders:
Net income attributable to the Company													$	31,490		$	36,161		$	65,080		$	59,330
(Increase) decrease in redemption value of RNCI														(460	)		351			(1,637	)		(1,785	)
Net income attributable to common shareholders													$	31,030		$	36,512		$	63,443		$	57,545

Net income (loss) per common share attributable to common shareholders:
Net income per common share attributable to common shareholders:
Basic	$	0.51		$	(0.11	)	$	1.47		$	0.20		$	0.53		$	0.61		$	1.07		$	0.96
Diluted	$	0.50		$	(0.11	)	$	1.46		$	0.20		$	0.53		$	0.61		$	1.07		$	0.96

Weighted average number of common shares outstanding:
Basic		59,964			59,590			59,908			59,475			58,559			59,928			59,188			59,880
Diluted		60,402			59,590			60,201			60,035			58,867			60,257			59,528			60,241

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

- 3 -

PGT INNOVATIONS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(in thousands)

Three Months Ended

Nine Months Ended

October 1,

October 2,

October 1,

October 2,

2022

2021

2022

2021

(unaudited)

(unaudited)

Net income (loss)
$
30,414

$
(5,140
)

$
90,705

$
18,368

Other comprehensive income (loss) before tax:

Increase (decrease) in fair value of derivatives

(2,633
)

6,549

(9,487
)

23,910

Reclassification to earnings

2,416

(6,696
)

(3,344
)

(12,604
)

Other comprehensive income
  (loss) before tax

(217
)

(147
)

(12,831
)

11,306

Income tax expense (benefit) related to
  other comprehensive income (loss)

(56
)

(37
)

(3,296
)

2,806

Other comprehensive income
  (loss), net of tax

(161
)

(110
)

(9,535
)

8,500

Comprehensive income (loss)

30,253

(5,250
)

81,170

26,868

Less: Comprehensive income attributable to
   redeemable non-controlling interest

(373
)

(677
)

(1,334
)

(1,656
)

Comprehensive income (loss) attributable to the Company
$
29,880

$
(5,927
)

$
79,836

$
25,212


	Three Months Ended						Six Months Ended
	July 1,			July 2,			July 1,			July 2,
	2023			2022			2023			2022
	(unaudited)						(unaudited)
Net income	$	31,754		$	36,465		$	66,181		$	60,291

Other comprehensive income before tax:
Decrease in fair value of derivatives		(1,215	)		(12,929	)		(903	)		(6,854	)
Reclassification to earnings		(19	)		(3,698	)		(159	)		(5,760	)

Other comprehensive loss before tax		(1,234	)		(16,627	)		(1,062	)		(12,614	)

Income tax benefit related to other comprehensive loss		(318	)		(4,270	)		(273	)		(3,240	)

Other comprehensive loss, net of tax		(916	)		(12,357	)		(789	)		(9,374	)

Comprehensive income		30,838			24,108			65,392			50,917

Less: Comprehensive income attributable to redeemable non-controlling interest		(264	)		(304	)		(1,101	)		(961	)

Comprehensive income attributable to the Company	$	30,574		$	23,804		$	64,291		$	49,956

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

- 4 -

PGT INNOVATIONS, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands, except per share amounts)

(unaudited)


	October 1,			January 1,			July 1,			December 31,
	2022			2022			2023			2022
ASSETS
Current assets:
Cash and cash equivalents	$	218,841		$	96,146		$	39,397		$	66,548
Accounts receivable, net		166,885			141,221			150,530			160,107
Inventories		112,257			91,440			117,155			112,672
Contract assets, net		56,313			55,239			50,910			47,919
Prepaid expenses		12,456			8,727			16,625			11,763
Other current assets		15,865			28,985			18,232			16,532
Total current assets		582,617			421,758			392,849			415,541

Property, plant and equipment, net		185,305			185,266			213,165			208,354
Operating lease right-of-use asset, net		93,020			91,162			102,864			104,121
Intangible assets, net		369,000			394,525			433,754			447,052
Goodwill		370,115			364,598			461,927			460,415
Other assets, net		2,547			3,301			6,854			4,766

Total assets	$	1,602,604		$	1,460,610		$	1,611,413		$	1,640,249

LIABILITIES, REDEEMABLE NON-CONTROLLING INTEREST AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable and accrued liabilities	$	180,543		$	122,681		$	126,560		$	168,961
Current portion of operating lease liability		15,247			13,180			17,615			16,393
Total current liabilities		195,790			135,861			144,175			185,354

Long-term debt, net		626,576			625,655			670,436			642,134
Operating lease liability, less current portion		84,894			83,903			94,928			95,159
Deferred income taxes		34,193			37,489			47,134			47,407
Other liabilities		7,980			11,742			6,933			7,459

Total liabilities		949,433			894,650			963,606			977,513

Commitments and contingencies

Redeemable non-controlling interest		39,711			36,863			—			34,721

Shareholders' equity:
Preferred stock; par value $.01 per share; 10,000 shares authorized; no shares outstanding		—			—			—			—
Common stock; par value $.01 per share; 200,000 shares authorized; 63,912 and 63,516 shares issued and 59,978 and 58,696 shares outstanding at October 1, 2022 and January 1, 2022, respectively		639			635
Common stock; par value $.01 per share; 200,000 shares authorized; 64,148 and 63,940 shares issued and 58,337 and 59,912 shares outstanding at July 1, 2023 and December 31, 2022, respectively								641			639
Additional paid-in capital		439,773			433,347			446,222			442,116
Accumulated other comprehensive income (loss)		(2,529	)		7,006
Accumulated other comprehensive (loss) income								(566	)		223
Retained earnings		193,866			106,398			267,250			204,891
Treasury stock at cost		(18,289	)		(18,289	)
Treasury stock at cost (4,710 shares and 2,760 shares at July 1, 2023 and December 31, 2022, respectively)								(65,740	)		(19,854	)
Total shareholders' equity		613,460			529,097			647,807			628,015

Total liabilities, redeemable non-controlling interest and shareholders' equity	$	1,602,604		$	1,460,610		$	1,611,413		$	1,640,249

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

- 5 -

PGT INNOVATIONS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)


	Nine Months Ended						Six Months Ended
	October 1,			October 2,			July 1,			July 2,
	2022			2021			2023			2022
	(unaudited)						(unaudited)
Cash flows from operating activities:
Net income	$	90,705		$	18,368		$	66,181		$	60,291
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation		25,359			22,290			17,742			17,064
Amortization		19,725			15,174			13,298			13,924
Provision for credit losses		7,395			3,309			1,463			6,048
Stock-based compensation		7,638			5,748
Amortization of deferred financing costs, debt discount and premium		921			674
Stock-based compensation expense								5,969			4,909
Amortization of deferred financing costs								654			611
Asset impairment charges		2,131			—			—			2,131
Debt extinguishment costs, including call premium classified as financing activity		—			25,472
(Gain) loss on sales of assets		(166	)		105
Change in operating assets and liabilities (net of effects of acquisitions):
Non-cash portion of restructuring costs and charges								2,473			—
Gain on sales of assets								(193	)		(39	)
Change in operating assets and liabilities:
Accounts receivable		(35,166	)		(45,997	)		5,782			(44,148	)
Inventories		(21,145	)		(11,607	)		(4,847	)		(18,539	)
Contract assets, net, prepaid expenses, other current and other assets		6,213			(22,843	)		472			5,713
Accounts payable, accrued and other liabilities		48,531			9,074			(48,698	)		36,958

Net cash provided by operating activities		152,141			19,767			60,296			84,923

Cash flows from investing activities:
Purchases of property, plant and equipment		(24,741	)		(25,663	)		(24,866	)		(17,328	)
Investment in and acquisitions of business		(787	)		(106,480	)
Business combinations								(744	)		(787	)
Proceeds from sales of assets		41			183			698			41

Net cash used in investing activities		(25,487	)		(131,960	)		(24,912	)		(18,074	)

Cash flows from financing activities:
Payment of fair value of contingent consideration in Anlin Acquisition		(2,362	)		—			(4,348	)		(2,362	)
Proceeds from issuance of senior notes		—			638,300
Payments of senior notes		—			(425,000	)
Payment of call premium on redemption of senior notes		—			(21,518	)
Payments of long-term debt		—			(54,000	)
Payments of financing costs		—			(10,361	)
Purchases of common stock relating to tax withholdings on employee equity awards		(1,888	)		(1,159	)
Proceeds from exercise of stock options		—			138
Redemption of redeemable non-controlling interest								(37,459	)		—
Proceeds of amounts drawn from revolving credit facility								50,000			—
Payments of borrowing under revolving credit facility								(22,352	)		—
Purchases of treasury stock under share repurchase program								(45,431	)		—
Income taxes paid from stock withheld relating to vesting of equity awards								(3,350	)		(1,663	)
Proceeds from issuance of common stock under employee stock purchase plan (ESPP)		291			191			405			291

Net cash (used in) provided by financing activities		(3,959	)		126,591
Net cash used in financing activities								(62,535	)		(3,734	)

Net increase in cash and cash equivalents		122,695			14,398
Net (decrease) increase in cash and cash equivalents								(27,151	)		63,115
Cash and cash equivalents at beginning of period		96,146			100,320			66,548			96,146
Cash and cash equivalents at end of period	$	218,841		$	114,718		$	39,397		$	159,261

Non-cash activity:
Issuance of common stock in Eco Acquisition	$	—		$	6,108
Accrual of excise tax liability in treasury stock							$	(455	)	$	—
Additions to right-of-use asset	$	13,625		$	47,838		$	10,316		$	12,262
Additions to operating lease liability	$	(13,625	)	$	(47,838	)	$	(10,316	)	$	(12,262	)
Property, plant and equipment additions in accounts payable	$	79		$	268		$	870		$	543

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

- 6 -

PGT INNOVATIONS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY

(in thousands, except shares)(unaudited)


	PGT Innovations, Inc. Shareholders' Equity																					PGT Innovations, Inc. Shareholders' Equity
										Accumulated																					Accumulated
							Additional			Other																		Additional			Other
	Common stock						Paid-in			Comprehensive			Retained			Treasury						Common stock						Paid-in			Comprehensive			Retained			Treasury
	Shares			Amount			Capital			Income (Loss)			Earnings			Stock			Total			Shares			Amount			Capital			Income			Earnings			Stock			Total
THREE MONTHS ENDED OCTOBER 2, 2021
Balance at July 3, 2021		59,587,128		$	632		$	429,268		$	11,330		$	98,681		$	(18,289	)	$	521,622
THREE MONTHS ENDED JULY 2, 2022
Balance at April 2, 2022																							59,900,587		$	639		$	434,212		$	9,989		$	127,104		$	(18,289	)	$	553,655
Vesting of restricted stock		32,258			—			—			—			—			—			—			28,140			—			—			—			—			—			—
Grants of restricted stock		—			4			(4	)		—			—			—			—			—			1			(1	)		—			—			—			—
Purchases of treasury stock		(7,852	)		—			—			—			—			(154	)		(154	)
Retirement of treasury stock		—			(1	)		(125	)		—			(28	)		154			—
Forfeitures of restricted stock																							—			(1	)		1			—			—			—			—
Stock-based compensation																							—			—			2,704			—			—			—			2,704
Common stock issued under ESPP																							17,964			—			291			—			—			—			291
Net income attributable to the Company																							—			—			—			—			36,161			—			36,161
Decrease in value of RNCI																							—			—			—			—			351			—			351
Other comprehensive loss, net of tax benefit of $4,270																							—			—			—			(12,357	)		—			—			(12,357	)
Balance at July 2, 2022																							59,946,691		$	639		$	437,207		$	(2,368	)	$	163,616		$	(18,289	)	$	580,805
SIX MONTHS ENDED JULY 2, 2022
Balance at January 1, 2022																							59,696,117		$	635		$	433,347		$	7,006		$	106,398		$	(18,289	)	$	529,097
Vesting of restricted stock																							317,102			—			—			—			—			—			—
Grants of restricted stock																							—			6			(6	)		—			—			—			—
Forfeitures of restricted stock																							—			(1	)		1			—			—			—			—
Stock withheld in lieu of taxes																							(84,492	)		—			—			—			—			(1,663	)		(1,663	)
Retirement of stock withheld in lieu of taxes																							—			(1	)		(1,335	)		—			(327	)		1,663			—
Stock-based compensation		—			—			2,254			—			—			—			2,254			—			—			4,909			—			—			—			4,909
Common stock issued under ESPP		853			—			14			—			—			—			14			17,964			—			291			—			—			—			291
Net income attributable to the Company		—			—			—			—			(5,817	)		—			(5,817	)		—			—			—			—			59,330			—			59,330
Increase in value of RNCI		—			—			—			—			(965	)		—			(965	)		—			—			—			—			(1,785	)		—			(1,785	)
Other comprehensive loss, net of tax benefit of $37		—			—			—			(110	)		—			—			(110	)
Balance at October 2, 2021		59,612,387		$	635		$	431,407		$	11,220		$	91,871		$	(18,289	)	$	516,844
NINE MONTHS ENDED OCTOBER 2, 2021
Balance at January 2, 2021		58,998,711		$	625		$	420,202		$	2,720		$	79,896		$	(18,309	)	$	485,134
Other comprehensive loss, net of tax benefit of $3,240																							—			—			—			(9,374	)		—			—			(9,374	)
Balance at July 2, 2022																							59,946,691		$	639		$	437,207		$	(2,368	)	$	163,616		$	(18,289	)	$	580,805
THREE MONTHS ENDED JULY 1, 2023
Balance at April 1, 2023																							59,009,698		$	643		$	442,546		$	350		$	236,483		$	(45,749	)	$	634,273
Vesting of restricted stock		221,724			—			—			—			—			—			—			113,104			—			—			—			—			—			—
Grants of restricted stock		—			7			(7	)		—			—			—			—			—			—			—			—			—			—			—
Forfeitures of restricted stock		—			(1	)		1			—			—			—			—			—			(2	)		2			—			—			—			—
Purchases of treasury stock		(50,266	)		—			—			—			—			(1,159	)		(1,159	)		(776,641	)		—			—			—			—			(19,991	)		(19,991	)
Retirement of treasury stock		—			(1	)		(969	)		—			(189	)		1,159			—
Issuance of treasury stock		4,600			—			—			—			(20	)		20			—
Stock withheld in lieu of taxes																							(29,508	)		—			—			—			—			(756	)		(756	)
Retirement of stock withheld in lieu of taxes																							—			—			(493	)		—			(263	)		756			—
Stock-based compensation		—			—			5,748			—			—			—			5,748			—			—			3,762			—			—			—			3,762
Exercise of stock options		67,797			1			137			—			—			—			138
Common stock issued under ESPP		12,024			—			191			—			—			—			191			20,674			—			405			—			—			—			405
Issuance in acquisition of Eco		357,797			4			6,104			—			—			—			6,108
Net income attributable to the Company		—			—			—			—			16,712			—			16,712			—			—			—			—			31,490			—			31,490
Increase in value of RNCI		—			—			—			—			(4,528	)		—			(4,528	)		—			—			—			—			(460	)		—			(460	)
Other comprehensive income, net of taxes of $2,806		—			—			—			8,500			—			—			8,500
Balance at October 2, 2021		59,612,387		$	635		$	431,407		$	11,220		$	91,871		$	(18,289	)	$	516,844
THREE MONTHS ENDED OCTOBER 1, 2022
Balance at July 2, 2022		59,946,691		$	639		$	437,207		$	(2,368	)	$	163,616		$	(18,289	)	$	580,805
Vesting of restricted stock		42,258			—			—			—			—			—			—
Purchases of treasury stock		(10,509	)		—			—			—			—			(225	)		(225	)
Retirement of treasury stock		—			—			(163	)		—			(62	)		225			—
Stock-based compensation		—			—			2,729			—			—			—			2,729
Net income attributable to the Company		—			—			—			—			30,041			—			30,041
Decrease in value of RNCI		—			—			—			—			271			—			271
Other comprehensive loss, net of tax benefit of $56		—			—			—			(161	)		—			—			(161	)
Balance at October 1, 2022		59,978,440		$	639		$	439,773		$	(2,529	)	$	193,866		$	(18,289	)	$	613,460
NINE MONTHS ENDED OCTOBER 1, 2022
Balance at January 1, 2022		59,696,117		$	635		$	433,347		$	7,006		$	106,398		$	(18,289	)	$	529,097
Other comprehensive loss, net of tax benefit of $318																							—			—			—			(916	)		—			—			(916	)
Balance at July 1, 2023																							58,337,327		$	641		$	446,222		$	(566	)	$	267,250		$	(65,740	)	$	647,807
SIX MONTHS ENDED JULY 1, 2023
Balance at December 31, 2022																							59,911,556		$	639		$	442,116		$	223		$	204,891		$	(19,854	)	$	628,015
Vesting of restricted stock		359,360			—			—			—			—			—			—			501,336			—			—			—			—			—			—
Grants of restricted stock		—			6			(6	)		—			—			—			—			—			6			(6	)		—			—			—			—
Forfeitures of restricted stock		—			(1	)		1			—			—			—			—			—			(3	)		3			—			—			—			—
Purchases of treasury stock		(95,001	)		—			—			—			—			(1,888	)		(1,888	)		(1,950,161	)		—			—			—			—			(45,886	)		(45,886	)
Retirement of treasury stock		—			(1	)		(1,498	)		—			(389	)		1,888			—
Stock withheld in lieu of taxes																							(146,078	)		—			—			—			—			(3,350	)		(3,350	)
Retirement of stock withheld in lieu of taxes																							—			(1	)		(2,265	)		—			(1,084	)		3,350			—
Stock-based compensation		—			—			7,638			—			—			—			7,638			—			—			5,969			—			—			—			5,969
Common stock issued under ESPP		17,964			—			291			—			—			—			291			20,674			—			405			—			—			—			405
Net income attributable to the Company		—			—			—			—			89,371			—			89,371			—			—			—			—			65,080			—			65,080
Increase in value of RNCI		—			—			—			—			(1,514	)		—			(1,514	)		—			—			—			—			(1,637	)		—			(1,637	)
Other comprehensive loss, net of tax benefit of $3,296		—			—			—			(9,535	)		—			—			(9,535	)
Balance at October 1, 2022		59,978,440		$	639		$	439,773		$	(2,529	)	$	193,866		$	(18,289	)	$	613,460
Other comprehensive loss, net of tax benefit of $273																							—			—			—			(789	)		—			—			(789	)
Balance at July 1, 2023																							58,337,327		$	641		$	446,222		$	(566	)	$	267,250		$	(65,740	)	$	647,807

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

- 7 -

PGT INNOVATIONS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

NOTE 1. DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION

About PGT Innovations, Inc.

PGT Innovations, Inc. (“~~PGTI,”~~PGTI”, “we,” or the “Company”), formerly named PGT, Inc., is a leading manufacturer of impact-resistant aluminum and vinyl-framed windows and doors and offers a broad range of fully customizable window and door ~~products.~~products, as well as fully custom overhead garage doors. The majority of our sales are to customers in the state of Florida; however, we also sell products in many other ~~states.~~states, the Caribbean, Canada, and in South and Central America. Our acquisition of Eco Enterprises (“("Eco ~~Acquisition”~~Acquisition") in February 2021 ~~expanded~~expands our range of product offerings in our major market of southeast Florida. We also have sales of products that are designed to unify indoor and outdoor living spaces, through our Western Windows Systems’ (“WWS”) division, and most of its sales are in the western United States. Our ~~acquisition~~acquisitions of Anlin Windows and Doors ("Anlin") in October 2021 and Martin Door Holdings, Inc. ("Martin") in October 2022 expanded our presence in the west. The acquisition of Martin, which produces residential and commercial garage doors, expands the Company into building products adjacent to its portfolio of window and door brands. Products are sold primarily through an authorized dealer and distributor network. ~~However, with our acquisition of NewSouth Window Solutions in February 2020, we also sell~~We began selling window and door products in the direct-to-consumer channel, ~~through~~ a “factory-direct” sales ~~model.~~model, through our acquisition of NewSouth Windows Solutions ("NewSouth") in February 2020.

We were incorporated in the state of Delaware on December 16, 2003, as JLL Window Holdings, Inc.~~, with primary operations in North Venice, Florida.~~ On February 15, 2006, our Company was renamed PGT, Inc. On December 14, 2016, we announced that we changed our name to PGT Innovations, Inc. and, effective on December 28, 2016, the listing of our common stock was transferred to the New York Stock Exchange (“NYSE”) from the NASDAQ Global Market and began trading on the NYSE under ~~its existing~~the ticker symbol of “PGTI”. ~~As of October 1, 2022, we had major manufacturing operations in Florida,~~

We are headquartered in North Venice, ~~Tampa, and in the greater Miami area. We also~~Florida, where we have manufacturing operations, ~~in Phoenix, Arizona and Clovis, California. Additionally, we have~~as well as two glass tempering and laminating plants ~~one~~ ~~in North Venice, Florida~~ and one insulated glass plant. We also have Florida-based manufacturing operations in ~~Medley,~~Ft. Myers, Tampa, and the greater Miami area. Outside of Florida, we have manufacturing operations in Arizona, California and, ~~one~~ ~~insulation glass plant located in North Venice, Florida. With~~more recently, Utah, with the acquisition of ~~Martin Door, a manufacturer of residential and commercial garage doors, effective as of October 14, 2022, we have a manufacturing operation in Salt Lake City, Utah. See Note 18, "Subsequent Events".~~Martin.

All references to PGTI or our Company apply to the consolidated financial statements of PGT Innovations, Inc. unless otherwise noted.

~~COVID-19~~

During March 2020, a global pandemic (the “Pandemic”) was declared by the World Health Organization related to the rapidly growing outbreak of a novel strain of coronavirus (“COVID-19”). The Pandemic resulted in a significant number of infections, hospitalizations and deaths around the world, including in the United States, and in several of our key markets. COVID-19 and its effects will likely continue to impact market conditions and business operations across industries worldwide. Therefore, we remain cautious about how the economy might behave for the next few years and continue to monitor potential impact on our operations. The extent to which the circumstances of the aftermath of the Pandemic, including the continued existence of the many variants of COVID-19 in society, could affect our future business, operations and financial results will depend upon numerous factors that we are not able to accurately predict. As such, we are unable to accurately predict the future impacts of COVID-19 on the U.S. and global economies. The impact to our customers’ and suppliers’ businesses and other factors are identified in Part I, Item 1A “Risk Factors” in our Annual Report on Form 10-K/A, filed with the United States Securities and Exchange Commission on June 10, 2022.

Basis of Presentation

These condensed consolidated financial statements have been prepared in accordance with the instructions to Form 10-Q and do not include all the information and footnotes required by United States Generally Accepted Accounting Principles (“GAAP”) for complete financial statements. Our condensed consolidated financial statements are unaudited; however, in the opinion of management, all adjustments (consisting only of normal recurring adjustments) considered necessary for a fair presentation have been included. Operating results for the interim ~~period~~periods are not necessarily indicative of the results that may be expected for the remainder of the current year or for any future periods. The Company’s fiscal three and ~~nine~~six months ended ~~October~~July 1, ~~2022,~~2023 and ~~October~~July 2, ~~2021~~2022 consisted of 13 and 3926 weeks, respectively.

~~- 8 -~~

The condensed consolidated balance sheet as of ~~January 1,~~December 31, 2022, is derived from the audited consolidated financial statements, but does not include all disclosures required by GAAP. The condensed consolidated balance sheet as of ~~January 1,~~December 31, 2022, and the unaudited condensed consolidated financial statements as of and for the periods ended ~~October~~July 1, ~~2022~~2023, and ~~October~~July 2, ~~2021,~~2022, should be read in conjunction with the more detailed audited consolidated financial statements for the year ended ~~January 1,~~December 31, 2022, included in the Company’s most recent Annual Report on Form ~~10-K/A.~~10-K. The accounting policies used in the preparation of these unaudited condensed consolidated financial statements are consistent with the accounting policies described in the Notes to Consolidated Financial Statements included in the Company’s Annual Report on Form ~~10-K/A.~~10-K.

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could materially differ from those estimates.

We have two reportable segments: the Southeast segment and the Western segment. The Southeast reporting segment, which is also an operating segment, is composed of sales from our facilities in Florida. The Western reporting segment, also an operating segment, is composed of sales from our facilities in Arizona, Utah and California. See Note 1615 for segment disclosures.

~~Recently Adopted Accounting Pronouncements~~

~~Business Combinations~~ - ~~Contracts Assets and Liabilities~~8 -

On October 28, 2021, the FASB issued ASU 2021-08, which amends ASC 805-20 to “require acquiring entities to apply Topic 606 to recognize and measure contract assets and contract liabilities in a business combination.” Under current GAAP, an acquirer generally recognizes such items at fair value on the acquisition date. This standard was ~~effective~~ ~~beginning~~ ~~January 1, 2022~~. ~~Early~~ ~~adoption was permitted and was adopted by the Company in the period beginning January 3, 2021. The adoption of this standard did~~ no~~t have any impact on our consolidated financial statements.~~

NOTE 2. REVENUE RECOGNITION AND CONTRACTS WITH CUSTOMERS

~~Revenue Recognition Accounting Policy~~

The Company primarily manufactures fully customized windows and doors based on design specifications, measurements, colors, finishes, framing materials, glass-types, and other options selected by the customer at the point in time an order is received. The Company has an enforceable right to payment at the time an order is received and accepted at the agreed-upon sales prices contained in our agreements with our customers for all manufacturing efforts expended on behalf of its customers. Due to the customized build-to-order nature of these products, the Company’s assessment is that the substantial portion of its finished goods and certain unused glass components have no alternative use, and that control of these products and components passes to the customer over time during the manufacturing of the products in an order, or upon our receipt of certain pre-cut glass components from our supplier attributed to specific customer orders.

Based on these factors, the Company recognizes a substantial portion of revenue over time during the manufacturing process once customization begins, and for certain unused glass components on hand, at the end of a reporting period. Revenue on work-in-process at the end of a reporting period is recognized in proportion to costs incurred to total estimated cost of the product being manufactured. Except for the Western segment’s volume products, discussed in the section titled Disaggregation of Revenue from Contracts with Customers below, revenue recognized at a point in time is immaterial.

~~- 9 -~~

Disaggregation of Revenue from Contracts with Customers

As discussed in Note 1, we have two reportable segments: our Southeast segment and our Western segment. ~~See Note 16 for more information.~~ The following table provides information about our net sales by reporting segment, product category and market for the three and ~~nine~~six months ended ~~October~~July 1, ~~2022~~2023 and ~~October~~July 2, ~~2021:~~2022:


	Three Months Ended				Nine Months Ended				Three Months Ended				Six Months Ended
	October 1,		October 2,		October 1,		October 2,		July 1,		July 2,		July 1,		July 2,
Disaggregation of revenue (in millions):	2022		2021		2022		2021		2023		2022		2023		2022
Reporting segment:
Southeast	$	288.2	$	255.1	$	867.5	$	731.2	$	288.0	$	307.5	$	570.0	$	579.3
Western		97.6		45.3		283.5		125.8		97.0		99.0		191.8		185.9

Total net sales	$	385.8	$	300.4	$	1,151.0	$	857.0	$	385.0	$	406.5	$	761.8	$	765.2

Product category:
Impact-resistant window and door products	$	227.7	$	207.8	$	688.5	$	596.7	$	236.5	$	243.0	$	464.8	$	460.8
Non-impact window and door products		158.1		92.6		462.5		260.3		148.5		163.5		297.0		304.4

Total net sales	$	385.8	$	300.4	$	1,151.0	$	857.0	$	385.0	$	406.5	$	761.8	$	765.2

Market:
New construction	$	160.9	$	120.5	$	484.3	$	365.0	$	146.3	$	173.3	$	303.9	$	323.4
Repair and remodel		224.9		179.9		666.7		492.0		238.7		233.2		457.9		441.8

Total net sales	$	385.8	$	300.4	$	1,151.0	$	857.0	$	385.0	$	406.5	$	761.8	$	765.2

The Company’s Western segment includes both custom and volume products. This segment’s volume products are not made-to-order and are of standardized sizes and design specifications. Therefore, the Company’s assessment is that the Western segment’s volume products have alternative uses, and that control of these products passes to the customer at a point in time, which is typically when the product has been delivered to the customer. For the three months ended ~~October~~July 1, ~~2022~~2023 and ~~October~~July 2, ~~2021,~~2022, the Western segment’s net sales of its volume products were $~~26.6~~32.0 million and $~~21.9~~29.7 million, respectively. For the ~~nine~~six months ended ~~October~~July 1, ~~2022~~2023 and ~~October~~July 2, ~~2021,~~2022, the Western segment’s net sales of its volume products were $~~82.6~~57.9 million and $~~62.5~~56.0 million, respectively.

Contract Balances

Contract assets represent sales recognized in excess of billings related to finished goods not yet shipped and certain unused glass components not yet placed into the production process for which revenue is recognized over ~~time as noted above.~~time. Contract liabilities relate to customer deposits at the end of reporting periods. At ~~October~~July 1, ~~2022~~2023 and ~~January 1,~~December 31, 2022, those contract liabilities totaled $~~42.9~~30.3 million and $~~45.2~~39.1 million, respectively, of which $~~34.4~~23.6 million and $~~37.0~~33.4 million, respectively, are classified within accrued liabilities, and $~~8.5~~6.7 million and $~~8.2~~5.7 million, respectively, are classified as a reduction to the contract assets to which they relate. Contract assets, net, totaled $~~56.3~~50.9 million at ~~October~~July 1, ~~2022~~2023 and $~~55.2~~47.9 million at ~~January 1,~~December 31, 2022, in the accompanying condensed consolidated balance sheets.

Because of the short-term nature of our performance obligations, as discussed below, substantially all of our performance obligations are satisfied within the quarter following the end of a reporting period. As such, ~~we expect~~ substantially all of the contract liabilities at ~~January 1,~~December 31, 2022 were satisfied in the first quarter of ~~2022,~~2023, and contract assets at ~~January 1,~~December 31, 2022 were transferred to accounts receivable in the first quarter of ~~2022. We expect~~2023. Also, substantially all of the contract liabilities at ~~October~~July 1, ~~2022~~2023 will be satisfied in the ~~fourth~~third quarter of ~~2022,~~2023, and contract assets at ~~October~~July 1, ~~2022~~2023 will be transferred to accounts receivable in the ~~fourth~~third quarter of ~~2022.~~2023. Contract liabilities at ~~October~~July 1, 2023 represents cash received during the three-month period ended July 1, 2023, excluding amounts recognized as revenue during that period. Contract assets at July 1, 2023 represents revenue recognized during the three-month period ended July 1, 2023, excluding amounts transferred to accounts receivable during that period. Contract liabilities at December 31, 2022 represents cash received during the three-month period ended ~~October 1,~~December 31, 2022, excluding amounts recognized as revenue during that period. Contract assets at ~~October 1,~~December 31, 2022 represents revenue recognized during the three-month period ended October 1, 2022, excluding amounts transferred to accounts receivable during that period. Contract liabilities at January 1, 2022 represents cash received during the three-month period ended January 1, 2022, excluding amounts recognized as revenue during that period. Contract assets at January 1, 2022 represents revenue recognized during the three-month period ended January 1,December 31, 2022, excluding amounts transferred to accounts receivable during that period.

- 109 -

~~Performance Obligations~~

A performance obligation is a promise in a contract to transfer a distinct good or service to the customer and is defined as the unit of account. A contract’s transaction price is allocated to each distinct performance obligation and recognized as revenue as the performance obligation is satisfied. Our contracts with our customers generally represent an approved purchase order together with our standard terms and conditions. Our custom product contracts include distinct goods that are substantially the same and have the same pattern of transfer to the customer over time, and therefore represent a series of distinct goods accounted for as a single performance obligation. For volume products, we allocate the contract’s transaction price to each distinct performance obligation based on the estimated relative standalone selling price of each distinct good. Observable standalone sales are used to determine the standalone selling price. ~~Certain customers are eligible for rebates based on their volume or purchases during an annual period. Rebates are recorded as a reduction to sales and were immaterial in all periods presented.~~

Performance obligations are satisfied over time, generally for our custom products, and as of a point in time for our volume products. Performance obligations are supported by contracts with customers, and we have elected not to disclose our unsatisfied performance obligations as of October 1, 2022 under the short-term contract exemption as we expect such performance obligations will be satisfied within the quarter following the end of a reporting period.

~~Policies Regarding Shipping and Handling Costs and Commissions on Contract Assets~~

The Company has made a policy election to continue to recognize shipping and handling costs as a fulfillment activity. Treating shipping and handling as a fulfillment activity requires estimated shipping and handling costs for undelivered products and certain glass components on which we have recognized revenue and created a contract asset, to be accrued to match this cost with the recognized revenue. Sales taxes collected from customers are recorded on a net basis.

~~The Company utilizes the~~ ~~practical expedient~~ which permits the current expensing of costs to obtain a contract when the expected amortization period is one year or less, which typically results in expensing commissions paid to employees. We expense sales commissions paid to employees as sales are recognized, including sales from the creation of contract assets, as the expected amortization period is less than one year.

Allowance for Credit Losses

~~The Company~~ ~~adoptedAccounting Standards Update (“ASU”) 2016-13, “Financial Instruments – Credit Losses (Topic 326), Measurement of Credit Losses on Financial Instruments” (“Topic 326”) on~~ ~~December 29, 2019~~ ~~(the first day of our 2020 fiscal year). Topic 326 requires us to~~We measure all expected credit losses for financial assets held at the reporting date based on an expected loss model which includes historical experience, current conditions, and reasonable and supportable forecasts. In the ordinary course of business, we extend credit to qualified dealers and distributors, generally on a non-collateralized basis. The Company maintains an allowance for credit losses which is based on management’s assessments of the amount which may become uncollectible in the future and is determined through consideration of our write-off history, specific identification of uncollectible accounts based in part on the customer’s past due balance (based on contractual terms), and consideration of prevailing economic and industry conditions, and may include anticipated unfavorable impacts of ~~the COVID-19 pandemic~~current macro-economic conditions on the businesses of our customers, such as dealers and distributors.

As of ~~October~~July 1, ~~2022~~2023 and ~~January 1,~~December 31, 2022, we had gross accounts receivable of $~~177.2~~164.7 million and $~~145.9~~173.8 million, respectively, and an allowance for credit losses of $~~10.3~~14.2 million and $~~4.7~~13.7 million, respectively. During the second quarter of 2022, a customer with whom we have had a long-term relationship experienced financial difficulties. As such, we determined to cease taking orders and provide additional reserves of approximately $~~3.0~~ ~~million against our existing exposure to this customer. During the nine-months ended October 1, 2022, we recorded provisions for credit losses totaling $7.4~~ ~~million, including the provision relating to this customer.~~

~~- 11 -~~

NOTE 3. WARRANTY

Most of our manufactured products are sold with warranties. Warranty periods, which vary by product components, generally range from 1 to 10 years; however, the warranty period for a limited number of specifically identified components in certain applications is a lifetime. The majority of the products sold have warranties on components which range from 1 to 3 years. The amount charged to expense for warranties is based on management’s assessment of the cost per service call and the number of service calls expected to be incurred to satisfy warranty obligations on the current net sales.

During the three months ended ~~October~~July 1, ~~2022,~~2023, we recorded warranty expense at a rate of approximately ~~1.8~~2.5% of sales, which was ~~slightly lower~~higher than the rate during the three months ended ~~October~~July 2, ~~2021~~2022 of ~~1.9~~1.7% of sales. ~~Our~~The increase in the warranty expense rate in the three months ended ~~October~~July 1, 2023, compared with the rate during the three months ended July 2, 2022, is a result of servicing a higher number of overall warranty claims in the second quarter of 2023, resulting in a higher level of service warranty expense, whereas the rate in the second quarter of 2022 was lower on average as there was a decrease in the use of higher-cost contract ~~labor we had used in the first half of 2022 to respond to warranty claims due to a currently tight labor market.~~labor.

During the ~~nine~~six months ended ~~October~~July 1, ~~2022,~~2023, we recorded warranty expense at a rate of approximately ~~2.0~~2.2% of sales, which was slightly ~~lower~~higher than the rate during the ~~nine~~six months ended ~~October~~July 2, ~~2021~~2022 of 2.1% of sales. Our warranty expense rate in the nine months ended October 1, 2022 was affected by the use of higher-cost contract labor during the first quarter of 2022 to respond to warranty claims in a currently tight labor market. The rate in the nine months ended October 2, 2021 includes the effect of wind-down of certain commercial business in the first quarter of 2021, which resulted in warranty costs higher than those we would incur in the normal course of business.

The following table summarizes current period charges, adjustments to previous estimates, as well as settlements, which represent actual costs incurred during the period for the three and ~~nine~~six months ended ~~October~~July 1, ~~2022~~2023 and ~~October~~July 2, ~~2021.~~2022. The reserve is determined through assessing our claims history. Of the accrued warranty reserve of $~~15.5~~16.1 million at ~~October~~July 1, ~~2022,~~2023, $12.5 million is classified within accrued expenses as current liabilities on the condensed consolidated balance sheet at ~~October~~July 1, ~~2022,~~2023, with the remainder classified within other liabilities as non-current liabilities. Of the accrued warranty reserve of $~~13.5~~15.4 million at ~~January 1,~~December 31, 2022, $~~11.8~~12.4 million is classified within accrued expenses as current liabilities on the condensed consolidated balance sheet at ~~January 1,~~December 31, 2022, with the remainder classified within other liabilities as non-current liabilities.

Beginning

Acquisition-

Charged

End of

Accrued Warranty

of Period

Related

to Expense

Adjustments

Settlements

Period

(in thousands)

Three months ended October 1, 2022

$
16,151

$
(2,537
)

$
6,880

$
750

$
(5,763
)

$
15,481

Three months ended October 2, 2021

$
9,459

$
347

$
5,706

$
(531
)

$
(5,505
)

$
9,476

Nine months ended October 1, 2022

$
13,504

$
(2,537
)

$
22,872

$
1,263

$
(19,621
)

$
15,481

Nine months ended October 2, 2021

$
8,001

$
536

$
18,015

$
(890
)

$
(16,186
)

$
9,476


	Beginning		Charged								End of
Accrued Warranty	of Period		to Expense		Adjustments			Settlements			Period
(in thousands)
Three months ended July 1, 2023	$	15,543	$	9,766	$	22		$	(9,218	)	$	16,113

Three months ended July 2, 2022	$	16,321	$	6,844	$	(237	)	$	(6,777	)	$	16,151

Six months ended July 1, 2023	$	15,388	$	17,005	$	944		$	(17,224	)	$	16,113

Six months ended July 2, 2022	$	13,504	$	15,992	$	513		$	(13,858	)	$	16,151

- 10 -

NOTE 4. INVENTORIES

Inventories consist principally of raw materials purchased for the manufacture of our products. We have limited finished goods inventory since the substantial majority of our products are custom, made-to-order and the revenue on these products, as well as the related cost, has been fully recognized upon completion of the manufacturing process. Finished goods inventory and work-in-progress costs include direct materials, direct labor, and overhead. All inventories are stated at the lower of cost (first-in, first-out method) or net realizable value. Inventories consisted of the following:


	October 1,		January 1,		July 1,		December 31,
	2022		2022		2023		2022
	(in thousands)				(in thousands)
Raw materials	$	107,005	$	87,164	$	113,779	$	109,679
Work-in-progress		2,729		3,248		1,427		916
Finished goods		2,523		1,028		1,949		2,077

Inventories	$	112,257	$	91,440	$	117,155	$	112,672

~~- 12 -~~

NOTE 5. STOCK BASED-COMPENSATION

Stock-Based Compensation Expense

We record stock compensation expense over an equity award’s vesting period based on the award’s fair value at the date of grant. We recorded compensation expense for stock-based awards of $3.8 million for the three months ended July 1, 2023 and $2.7 million for the three months ended ~~October 1, 2022 and $2.3~~ ~~million for the three months ended October~~July 2, ~~2021.~~2022. We recorded compensation expense for stock-based awards of $~~7.6~~6.0 million for the ~~nine~~six months ended ~~October~~July 1, ~~2022~~2023 and $~~5.7~~4.9 million for the ~~nine~~six months ended ~~October~~July 2, ~~2021.~~2022. As of ~~October~~July 1, ~~2022,~~2023, there was $~~11.9~~15.7 million in total unrecognized compensation cost related entirely to restricted share awards, including time-vesting and those with performance conditions. These costs are expected to be recognized in earnings on an accelerated basis over the weighted average remaining vesting period of 1.7 years at ~~October~~July 1, ~~2022.~~2023.

Of the $~~2.7~~3.8 million and $~~2.3~~2.7 million in stock-based compensation expense in the three months ended ~~October~~July 1, ~~2022~~2023 and ~~October~~July 2, ~~2021,~~2022, respectively, $~~2.3~~3.2 million and $~~1.9~~2.3 million, respectively, are classified within selling, general and administrative expense in the accompanying condensed consolidated statements of operations, with the remainders classified within cost of sales. Of the $~~7.6~~6.0 million and $~~5.7~~4.9 million in stock-based compensation expense in the ~~nine~~six months ended ~~October~~July 1, ~~2022~~2023 and ~~October~~July 2, ~~2021,~~2022, respectively, $~~6.6~~5.1 million and $~~4.9~~4.2 million, respectively, are classified within selling, general and administrative expense in the accompanying condensed consolidated statements of operations, with the remainders classified within cost of sales.

~~Issuance~~

2023 Long-Term Incentive Plan

On February ~~14, 2022,~~15, 2023, we issued ~~468,518~~524,114 shares of restricted stock to certain executive and non-executive employees of the Company, under the Company’s ~~2022~~2023 long-term incentive plan (“~~2022~~2023 LTIP”). Half of the shares awarded under the ~~2022~~2023 LTIP, or ~~234,259~~262,057 shares, are subject to adjustment based on the performance of the Company for the ~~2022~~2023 fiscal year. A portion of the ~~234,259~~262,057 performance shares issued under the ~~2022~~2023 LTIP are also subject to a total shareholder return ("TSR") component, which will not be finalized until the third anniversary of the February ~~14, 2022~~15, 2023 grant date. Specifically, 37.5% of the one-half of the restricted stock awarded in the ~~2022~~2023 LTIP are performance restricted shares which will not be earned unless certain financial performance metrics are met by the Company for the ~~2022~~2023 fiscal year. The performance criteria, as defined in the share awards, provide for a graded awarding of shares based on the percentage by which the Company meets earnings before interest, taxes, depreciation and amortization ("EBITDA") as defined in our ~~2022~~2023 business plan. The percentages, ranging from less than 80% to greater than 120% of the target amount of that EBITDA metric, provide for the awarding of shares ranging from 0% to 200% of the target amount of shares with respect to 37.5% of ~~half of~~ the ~~234,259~~262,057 performance shares, or ~~87,849~~98,273 shares. The remaining 62.5% of the ~~one-half of the restricted stock awarded in the 2022 LTIP,~~262,057 performance shares, or ~~146,410~~163,784 shares, are subject to the same EBITDA metric, but are also subject to a TSR component which stratifies the performance of the Company's common stock price compared to a defined peer group of companies over the three-year period subsequent to February ~~14, 2022,~~15, 2023, such that if the Company's TSR falls at the 75th percentile or higher compared to the peer group, grantees will receive an additional 25% of performance shares. If the Company's TSR falls at the 25th percentile or lower compared to the peer group, grantees will forfeit 25% of performance shares. If the Company's TSR falls within the 75th and 25th percentiles, there will be no additional adjustment and grantees will receive their performance shares as per the EBITDA metric previously discussed. The final award is also affected by forfeitures upon the termination of a grantee’s employment with the Company. The remaining ~~234,259~~262,057 shares from the ~~2022~~2023 LTIP are not subject to adjustment based on any performance or other criteria, but rather, vest in three equal installments on each of the first, second and third anniversaries of the grant date, assuming the grantee is employed by the Company on those vesting dates.

- 11 -

The grant date fair value of the ~~2022~~2023 LTIP was $~~18.27~~22.64 per share for those shares not subject to adjustment based on any performance or other criteria except the passage of time, and the 37.5% of shares subject only to the EBITDA criteria of Company performance. For the 62.5% of performance shares subject to both the EBITDA criteria of Company performance and the TSR component, the grant date fair value was $~~20.79~~26.08 per share as determined by a third-party valuation specialist engaged by the Company, which used Monte Carlo simulation techniques to determine the fair value of such shares, which we consider to be a Level 3 input. As such, the weighted-average fair value of the ~~234,259~~262,057 shares subject to the performance of the Company for the ~~2022~~2023 fiscal year, including those shares subject to the TSR, is $~~19.84~~24.79 per share.

~~- 13 -~~

NOTE 6. ACQUISITIONS

~~See Note 18, Subsequent Events,~~MARTIN DOORS

On October 14, 2022, we completed the acquisition of the Martin Doors brand. The acquisition was done by WWS Acquisition, LLC, a Missouri limited liability company, indirectly wholly-owned by PGT Innovations, Inc., which acquired all of the shares of stock of Martin Door Holdings, Inc., a Utah corporation, headquartered in Salt Lake City, Utah, a custom manufacturer of overhead garage doors and hardware serving the Western U.S. (the "Martin Acquisition"), pursuant to that certain Share Purchase Agreement dated as of October 14, 2022 (the “Martin Purchase Agreement”). The fair value of consideration transferred in the Martin Acquisition was $188.5 million, composed entirely of cash, including $185.0 million for purchase price and $3.5 million in working capital adjustments, of which $2.8 million was estimated and paid at closing, and approximately $0.7 million was paid in the first quarter of 2023 upon finalization of the net working capital calculation.

The cash portion of the Martin Acquisition was financed with borrowings under the revolving credit facility ("New Revolving Credit Facility") established under fifth amendment ("Fifth Amendment") to the 2016 Credit Agreement ("2016 Credit Agreement due 2027") of $98.4 million, with the remaining $90.1 million, which includes the approximately $0.7 million final net working capital adjustment paid in the first quarter of 2023, funded with cash on hand. Generally, cash on hand for the Martin Acquisition was provided by cash generated through operations.

Purchase Price Allocation

The preliminary estimated fair value of assets acquired, liabilities assumed and subsequent adjustments to that allocation as of our reporting date, are as follows:


	Initial Allocation			Adjustments to Allocation			Preliminary Allocation
Accounts receivable	$	6,653		$	(194	)	$	6,459
Inventories		9,543			(364	)		9,179
Contract assets, net		5,242			—			5,242
Prepaid expenses and other assets		90			—			90
Property and equipment		11,422			(493	)		10,929
Operating lease right-of-use asset		12,259			—			12,259
Intangible assets		91,900			—			91,900
Total assets acquired		137,109			(1,051	)		136,058
Accounts payable		(2,482	)		—			(2,482	)
Accrued and other liabilities		(1,270	)		283			(987	)
Deferred tax liabilities		(23,604	)		—			(23,604	)
Operating lease liability		(12,259	)		—			(12,259	)
Total liabilities assumed		(39,615	)		283			(39,332	)
Net assets acquired		97,494			(768	)		96,726
Goodwill		90,300			1,512			91,812
Fair value of consideration transferred	$	187,794		$	744		$	188,538

Consideration:
Cash	$	187,794		$	744		$	188,538
Fair value of consideration transferred	$	187,794		$	744		$	188,538

The fair value of certain working capital related items, including Martin’s accounts receivable, prepaid expenses and other assets, and accounts payable and accrued and other liabilities, approximated their book values at the date of the Martin Acquisition. The fair value of inventory was estimated by major category, at net realizable value, which we believe approximates the price a ~~discussion~~market participant could achieve in a current sale. The substantial majority of ~~events~~inventories at the acquisition date was comprised of raw materials. The fair value of property and equipment and remaining useful lives were estimated by management, with the assistance of a third-party valuation firm, using the cost approach. Valuations of the intangible assets were done using income and royalty relief approaches

- 12 -

based on projections provided by management, which we consider to be Level 3 inputs, with the assistance of a third-party valuation firm. During the first half of 2023, we made immaterial adjustments to our purchase allocation relating to accounts receivable, inventories and accrual and other liabilities.

We incurred acquisition costs totaling $4.8 million relating to legal expenses, representations and warranties insurance, diligence, accounting and other services in the Martin Acquisition in the year ended December 31, 2022.

Because the Martin Acquisition was an acquisition ~~that occurred after October~~of stock, Martin's assets and liabilities retain their tax bases at the time of the acquisition. Therefore, none of the identifiable intangible assets or goodwill acquired in the Martin Acquisition are deductible for tax purposes. As of July 1, ~~2022.~~2023, goodwill is estimated to be $91.8 million. Martin's goodwill is included as part of the Western reporting unit. We believe Martin's goodwill relates to the expansion of our footprint in a key, strategic market we have identified as a geographic area of growth for our Company, as well as being a key component of our strategy to expand into adjacent building material products, other than windows and doors.

Pro forma results of operations, as well as net sales and income attributable to the Martin Acquisition are not presented as it did not have a material impact on our results of operations.

Valuation of Identified Intangible Assets

The valuation of the identifiable intangible assets acquired in the Martin Acquisition and our estimate of their respective useful lives are as follows:


			Initial
	Preliminary		Useful Life
	Valuation		(in years)
(in thousands)
Trade name	$	24,000	indefinite
Customer relationships		52,700	15
Customer-related backlog (amortized in 2022)		400	<1
Developed technology		14,600	3 - 14
Non-compete-related intangible		200	5

Intangible assets	$	91,900

ANLIN WINDOWS & DOORS

On October 25, 2021, we completed the acquisition of Anlin Windows & Doors. The acquisition was done by Western Window Holding LLC, a Delaware limited liability company, indirectly wholly-owned by PGT Innovations, Inc., which acquired substantially all of the assets, properties and rights owned, used or held for use in the business, as operated by Anlin Industries, a California corporation, of manufacturing vinyl windows and doors for the replacement market and the new construction market, and all activities conducted in connection therewith (the "Anlin Acquisition"), pursuant to that certain Asset Purchase Agreement dated as of September 1, 2021 (the “Anlin Purchase Agreement”), by and among the Company, and Anlin Industries. The fair value of consideration transferred in the Anlin Acquisition was $121.7 million, composed of $115.0 million in cash, including $113.5 million for purchase price and $1.5 million in working capital adjustments, including $0.8 million paid during the three months ended October 1, 2022, and fair value of contingent consideration of $6.7 million, discussed in greater detail below.

The ~~cash portion of the Anlin Acquisition of $115.0~~ ~~million was financed with borrowings under the fourth amendment of our 2016 Credit Agreement due 2024 of $60.0~~ ~~million, which resulted in net proceeds after fees of $59.4~~ ~~million, with the remaining $55.6~~ ~~million from cash on hand. Cash on hand for the Anlin Acquisition was ultimately provided by the issuance of $575.0~~ ~~million of~~ ~~4.375% senior notes due 2029 and related transactions, further explained in Note 9, Long-Term Debt, as well as cash generated through operations.~~

~~The estimated fair value of assets acquired, and liabilities assumed as of the closing date of the Anlin Acquisition, are as follows:~~

Initial
Allocation

Adjustments to
Allocation

Final
Allocation

Accounts receivable

$
10,803

$
—

$
10,803

Inventories

7,633

(327
)

7,306

Contract assets, net

7,027

—

7,027

Prepaid expenses and other assets

1,626

(954
)

672

Property and equipment

22,800

1,509

24,309

Operating lease right-of-use asset

3,450

14

3,464

Intangible assets

77,800

(5,800
)

72,000

Total assets acquired

131,139

(5,558
)

125,581

Accounts payable

(5,175
)

593

(4,582
)
Accrued and other liabilities

(7,993
)

2,537

(5,456
)
Operating lease liability

(3,450
)

(14
)

(3,464
)
Total liabilities assumed

(16,618
)

3,116

(13,502
)
Net assets acquired

114,521

(2,442
)

112,079

Goodwill

5,596

4,017

9,613

Fair value of consideration transferred

$
120,117

$
1,575

$
121,692

Consideration:

Cash

$
114,196

$
786

$
114,982

Contingent consideration

5,921

789

6,710

Fair value of consideration transferred

$
120,117

$
1,575

$
121,692

The fair value of certain working capital related items, including Anlin’s accounts receivable, prepaid expenses and other assets, and accounts payable and accrued liabilities, approximated their book values at the date of the Anlin Acquisition. The fair value of inventory was estimated by major category, at net realizable value, which we believe approximates the price a market participant could achieve in a current sale. Inventories at the acquisition date was primarily composed of raw materials. Further review during the first quarter of 2022 resulted in an adjustment to decrease the estimated net realizable value of inventory. The fair value of property and equipment and remaining useful lives were estimated by management, with the assistance of a third-party valuation firm, using the cost approach. During the first quarter of 2022, additional value was assigned to acquired property and equipment, primarily due to an increase in the estimate of the fair value of acquired land.

Valuations of the intangible assets were done using income and royalty relief approaches based on projections provided by management, which we consider to be Level 3 inputs, with the assistance of a third-party valuation firm. During the first quarter of 2022, we made several adjustments to the estimated fair value of the initial valuation of certain intangible assets. Additionally, we determined that a portion of the customer relationship asset we acquired related to Anlin's backlog, which had an estimated useful life of less than three months, resulting in its estimated fair value of $~~2.2~~ million becoming fully amortized in the first quarter of 2022, discussed below, classified as selling, general and administrative expenses in the accompanying condensed consolidated statement of operations for the nine-month period ended October 1, 2022.

~~- 14 -~~

~~We incurred acquisition costs totaling $1.8~~ million relating to legal expenses, representations and warranties insurance, diligence, accounting and printing services in the Anlin Acquisition, incurred during the year ended January 1, 2022, primarily during the third and fourth quarters.

~~The~~ Anlin Purchase Agreement ~~provides~~provided for the potential for earn-out contingency payments to the sellers should Anlin achieve a certain level of earnings before interest, taxes, depreciation and amortization, ("Anlin EBITDA"), as defined in the Anlin Purchase Agreement, for its fiscal years of 2021 and 2022, of up to $3.2 million to be paid out by March 31, 2022, and of up to $9.5 million to be paid out by March 31, 2023, respectively. We had recorded a preliminary earn-out contingent liability of $5.9 million as of our 2021 fiscal year ended January 1, 2022, which represented its then estimated fair value based on probability adjusted levels of estimated Anlin EBITDA. Estimated Anlin EBITDA is a significant input that is not observable in the market, which ASC 820 considers to be a Level 3 input. In the first quarter of 2022, we finalized the fair value of the earn-out contingency, which we adjusted by an additional $0.8 million, to a total of $6.7 million of estimated fair value of contingent consideration as of the effective date of the Anlin Acquisition. This amount included $2.4 million for the contingent consideration relating to 2021 Anlin EBITDA and $4.3 million for the contingent consideration relating to the 2022 Anlin EBITDA.

The first contingent consideration payment was agreed to be $2.7 million, which exceeded its estimated fair value by $0.3 million. This excess is classified as selling, general and administrative expenses in ~~the accompanying condensed consolidated statement of operations for the nine months~~our 2022 fiscal year ended ~~October 1,~~December 31, 2022. The payment was made during the second quarter of 2022 after both parties agreed to extend the deadline for the first payment past the March 31, 2022 due date stated in the Anlin Purchase Agreement.

~~During~~As of the ~~third quarter~~end of 2022, we updated our estimate of the fair value of the contingent consideration relating to 2022 Anlin EBITDA to $9.5 million, which was ~~estimated to be $9.1~~ ~~million.~~the maximum potential payout for fiscal year 2022 under the Anlin Purchase Agreement, which we paid-out in the first quarter of 2023. As such, we recognized an expense of approximately $~~4.8~~5.1 million, representing the difference between this

- 13 -

updated estimated fair value, and the fair value estimated in our purchase price allocation, classified as selling, general and administrative expenses in the ~~accompanying condensed consolidated statement of operations for the nine months~~year ended ~~October 1,~~December 31, 2022. We will continue to update our estimate of the fair value of the contingent consideration relating to 2022 Anlin EBITDA each reporting period, as required by ASC 805, and record any adjustments within operating income until finalized by March 31, 2023.

~~Regarding the allocation of the fair value of~~Having paid all contingent consideration ~~transferred~~ in the Anlin Acquisition, as discussed in Note 5 of our Annual Report on Form 10-K/A for the year ended January 1, 2022, specific items being finalized are our calculations of contingencies assumed in the Anlin acquisition, including the earn-out contingencies and reserves for warranty obligations. During the three months ended October 1, 2022, we finalized our calculation of the reserves for warranty obligations assumed in the Anlin Acquisition. As a result, we recorded a decrease in accrued and other liabilities ofwhich combined totaled $~~2.5~~ ~~million, resulting in an equal decrease in goodwill.~~

For tax purposes, contingent consideration does not become part of tax goodwill until paid. As such, the amount of goodwill deductible for tax purposes will not be finalized until the outcome of both earn-out contingency payments are known. As of October 1, 2022, the initial estimated fair value of the contingent consideration in the allocation relating to the remaining payment was $~~4.3~~12.1 million and which exceeds the $6.7 million fair value on contingent consideration established in the purchase allocation, we believe that our tax basis in the goodwill ~~according~~of the Anlin Acquisition is equal to ~~the current allocation~~its book basis of ~~consideration is~~ $9.6 million. ~~As such, as of October 1, 2022, the amount of goodwill estimated to be tax deductible is the difference of $5.3~~

million. Anlin's goodwill is included as part of the Western reporting. We believe Anlin's goodwill relates to the expansion of our footprint in a key, strategic market we have identified as a geographic area of growth for our Company. Our estimate of the amount of tax deductible goodwill may change as the amounts of the payments of contingent consideration are finalized.

As discussed above, we made changes to the initial estimated fair values of the trade name and customer relationships assets in the Anlin Acquisition, and we determined that a portion of our customer relationships intangible asset relates to the backlog acquired in the acquisition, which we estimated to be $~~2.2~~ ~~million. Due to the short useful life of the customer-related backlog, its estimated fair value of $2.2~~ million was fully amortized by the end of the first quarter of 2022, which is classified within selling, general and administrative expenses in the accompanying condensed consolidated statement of operations for the nine-month period ended October 1, 2022.

The Anlin Purchase Agreement has a post-closing working capital calculation we were required to prepare, and delivered to sellers during the second quarter of 2022. This resulted in an additional payment of consideration to the seller of $~~0.8~~ ~~million, made during the second quarter of 2022.~~

~~- 15 -~~

~~Valuation of Identified Intangible Assets~~

~~The valuation of the identifiable intangible assets acquired in the Anlin Acquisition and our estimate of their respective useful lives are as follows:~~

Initial

Initial

Adjustment to

Preliminary

Useful Life

Valuation

Valuation

Valuation

(in years)
(in thousands)

Trade name

$
35,400

$
(3,700
)

$
31,700

indefinite
Customer relationships

42,100

(4,300
)

37,800

15
Customer-related backlog

—

2,200

2,200

<1
Developed technology

300

—

300

9

Intangible assets, net

$
77,800

$
(5,800
)

$
72,000

~~Pro Forma Financial Information~~

The following unaudited pro forma financial information assumes the acquisition had occurred at the beginning of the earliest period presented that does not include Anlin's actual results for the entire period. The following unaudited pro forma financial information has been prepared by adjusting our historical results to include the results of Anlin adjusted for the following: amortization expense related to the intangible assets arising from the acquisition and interest expense to reflect the refinancing of the 2018 Senior Notes due 2026 and the third amendment of the 2016 Credit Agreement due 2024 into the 2021 Senior Notes due 2029 (the "2021 Senior Notes") and the fourth amendment of the 2016 Credit Agreement due 2024. The unaudited pro forma results below do not necessarily reflect the results of operations that would have resulted had the acquisition been completed at the beginning of the earliest periods presented, nor does it indicate the results of operations in future periods. ~~The unaudited pro forma results do not include the impact of synergies, nor any potential impacts on current or future market conditions which could alter the following unaudited pro forma results.~~

Three Months Ended

Nine Months Ended

Pro Forma Results (unaudited)

October 2, 2021

October 2, 2021

(in thousands, except per share amounts)

(unaudited)

Net sales

$
329,613

$
939,395

Net income (loss) attributable to common shareholders

$
(3,326
)

$
18,410

Net income (loss) per common share attributable to common shareholders:

Basic

$
(0.06
)

$
0.31

Diluted

$
(0.06
)

$
0.31

~~Net sales of Anlin included in the condensed consolidated statement of operations for the three and nine months ended October 1, 2022, was $35.0~~ ~~million and $106.2~~ ~~million, respectively. The net income of Anlin in the condensed consolidated statement of operations for the three and nine months ended October 1, 2022, was $4.4~~ ~~million and $14.6~~ ~~million, respectively.~~

~~CRI SOCAL, INC.~~

On May 2, 2021, pursuant to an asset purchase agreement dated April 9, 2021, we acquired substantially all of the assets and assumed certain liabilities of CRi SoCal, Inc. (“CRi”), a California corporation doing business in California as Combined Resources (the “CRi Acquisition”). CRi is engaged in the sales, distribution and installation of window and door products, and related design services, to homebuilders in the residential new construction market from its leased facility in Rancho Santa Margarita, California. Until its acquisition by the Company, CRi was a customer of the Company’s western business unit.

~~The fair value of consideration transferred in the acquisition of CRi totaled $12.5~~ ~~million, and included $12.1~~ ~~million in cash, funded from cash on hand, and $0.4~~ million in accounts receivable owed by CRi to the Company’s western business unit relating to sales prior to the acquisition, which are considered settled as a result of the acquisition. The preliminary estimated fair value of assets acquired and liabilities assumed totaled $~~17.6~~ ~~million and $5.1~~ ~~million, respectively, which included offsetting operating lease right of use assets and operating lease liabilities totaling $2.6~~ ~~million. The estimated fair value of assets acquired also included current assets totaling $4.1~~ ~~million, primarily accounts receivable, identifiable intangible assets totaling $7.0~~ ~~million, goodwill of $3.7~~ ~~million, all of which we believe is tax deductible, and a small amount of property and equipment. Liabilities assumed included the aforementioned operating lease liability, as well as a total of $2.5~~ million in trade accounts payable and customer deposits. Valuations of the intangible assets have been estimated using income and royalty relief approaches based on projections, which we consider to be Level 3 inputs, with the assistance of a third-party valuation firm. We believe goodwill in the acquisition relates to the expansion of our footprint in an existing market, in a way that we believe will enhance our long-term profitability in that market of our Western business. Sales and net income from CRi included in the three and nine months ended October 1, 2022 was immaterial.

~~- 16 -~~

~~ECO WINDOW SYSTEMS~~

On ~~February 1, 2021, we completed the acquisition of a~~ 75% ownership stake in Eco Enterprises and its related companies, Eco Windows Systems, LLC, Eco Glass Production, LLC, and Unity Windows, LLC (together “Eco”). Eco is a manufacturer and installer of aluminum, impact-resistant windows and doors, serving the South Florida region since 2009. Eco is headquartered in Medley, Florida, near Miami, Florida, and has ~~three~~ ~~manufacturing locations in the region, including a glass processing facility.~~

~~The fair value consideration for Eco was $102.0~~ ~~million, including $94.4~~ ~~million in cash, after favorable adjustments totaling $5.6~~ ~~million relating to working capital and customer deposits which were agreed to and settled in the second quarter of 2021, and estimated contingent consideration of $1.5~~ million recorded in the second quarter of 2022, which was required by the purchase agreement. During the third quarter of 2022, the amount of the contingent consideration was finalized and determined to be $~~1.9~~ ~~million, with the difference of $427~~ thousand classified as selling, general and administrative expense in the three and nine months ended October 1, 2022. The fair value of consideration also included PGT Innovations, Inc. common stock with a then estimated fair value of $~~6.1~~ ~~million. The cash portion of the purchase price was financed by a second add-on issuance of $60.0~~ ~~million aggregate principal amount of~~ ~~6.75% senior notes to the 2018 Senior Notes due 2026 on January 25, 2021 (the “Additional Senior Notes”), issued at~~ ~~105.5% of their principal amount, resulting in a premium to us of $3.3~~ ~~million, together with cash on hand of $31.1~~ ~~million.~~

~~The common stock portion of the purchase price was represented by the issuance of~~ ~~357,797~~ ~~shares of PGT Innovations, Inc. common stock on February 1, 2021, with a closing price value of $21.34~~ ~~per share on that date, or approximately $7.6~~ ~~million based on that price. However, the seller of Eco, who is also the holder of the~~ 25~~% redeemable non-controlling interest in Eco Enterprises, is restricted from selling these shares for a~~ ~~three-year~~ ~~period from the date of the acquisition. As such, we estimated that there was an approximately~~ 20~~% discount for the lack of marketability of the shares. The fair value of the redeemable non-controlling interest in the acquisition has been estimated to be $28.5~~ ~~million, resulting in total fair value of the Eco business in the acquisition, including the redeemable non-controlling interest, of $130.4~~ ~~million. The fair value of the redeemable non-controlling interest has been calculated as~~ 25~~% of the initial estimated fair value of the entity at the acquisition date, less a discount for seller’s lack of control in the new entity, estimated to be~~ 5~~%, and a discount for the seller’s lack of marketability of the minority stake, estimated to be~~ 10~~%. See Note 17 for more information regarding the redeemable non-controlling interest.~~

~~The estimated fair value of assets acquired, and liabilities assumed as of the closing date of the Eco Acquisition, are as follows:~~

Initial
Allocation

Adjustments to
Allocation

Final
Allocation

Accounts receivable

$
5,031

$
(241
)

$
4,790

Inventories

7,728

(684
)

7,044

Contract assets, net

4,312

(123
)

4,189

Prepaid expenses and other assets

1,706

(759
)

947

Property and equipment

24,009

(191
)

23,818

Operating lease right-of-use asset

27,864

(1,049
)

26,815

Intangible assets

72,700

1,600

74,300

Total assets acquired

143,350

(1,447
)

141,903

Accounts payable

(6,809
)

(116
)

(6,925
)
Accrued and other liabilities, including customer deposits

(4,215
)

(604
)

(4,819
)
Operating lease liability

(27,864
)

1,049

(26,815
)
Total liabilities assumed

(38,888
)

329

(38,559
)
Net assets acquired

104,462

(1,118
)

103,344

Redeemable non-controlling interest

(34,084
)

5,620

(28,464
)
Net assets acquired, net of redeemable non-controlling interest

70,378

4,502

74,880

Goodwill

30,051

(2,967
)

27,084

Fair value of consideration transferred

$
100,429

$
1,535

$
101,964

Consideration:

Cash

$
94,321

$
35

$
94,356

PGTI common stock

6,108

—

6,108

Contingent consideration

—

1,500

1,500

Fair value of consideration transferred

$
100,429

$
1,535

$
101,964

~~- 17 -~~

The fair value of certain working capital related items, including Eco’s accounts receivable, prepaid and other expenses, and accounts payable and accrued liabilities, approximated their book values at the date of the Eco Acquisition. Subsequent to our initial allocation, we adjusted the fair value of certain acquired commercial receivable accounts based on a further post-acquisition assessment of their collectability. The fair value of inventory was estimated by major category, at net realizable value, which we believe approximates the price a market participant could achieve in a current sale. Substantially all of inventories at the acquisition date was composed of raw materials. The fair value of property and equipment was estimated with the assistance of a third-party valuation firm, using the indirect cost approach, which we consider to be Level 3 in the fair value hierarchy. Valuations of the intangible assets have been estimated using income and royalty relief approaches based on projections, which we consider to be Level 3 inputs, with the assistance of a third-party valuation firm.

~~We incurred acquisition costs totaling $1.7~~ ~~million relating to legal expenses, representations and warranties insurance, diligence, accounting and printing services in the Eco Acquisition, which includes $1.0~~ ~~million in the fourth quarter of 2020, and $0.7~~ million in first three months of 2021, classified as selling, general and administrative expenses in the accompanying condensed consolidated statement of operations for the nine months ended October 2, 2021.

~~The remaining consideration, after identified intangible assets and the net assets and liabilities recorded at fair value, has currently been estimated to be $27.1~~ ~~million, classified as part of the Southeast reporting unit goodwill, which we expect the portion of goodwill relating to our~~ 75~~% investment to be deductible for tax purposes.~~

We believe goodwill represents the strengthening of our supply chain for glass through faster glass production, as well as diversification and expansion of product offerings in the high-growth commercial market, and an expansion of our dealer network with minimal overlap with our existing deal network.

~~Valuation of Identified Intangible Assets in the Eco Acquisition~~

~~The valuation of the identifiable intangible assets acquired in the Eco Acquisition and our estimate of their respective useful lives are as follows:~~

Initial

Initial

Adjustment to

Final

Useful Life

Valuation

Valuation

Valuation

(in years)
(in thousands)

Trade names

$
36,000

$
(1,100
)

$
34,900

indefinite
Customer relationships

36,700

2,700

39,400

5 - 15

Intangible assets, net

$
72,700

$
1,600

$
74,300

~~- 18 -~~

NOTE 7. NET INCOME PER COMMON SHARE

Basic earnings per share (“EPS”) available to PGT Innovations, Inc. common stockholders is computed using the two-class method by dividing net income attributable to common shareholders, after deducting the redemption adjustment related to the redeemable noncontrolling interest, by the average number of common shares outstanding during the period. Diluted EPS available to PGT Innovations, Inc. common stockholders is computed using the two-class method by dividing net income attributable to common shareholders, after deducting the redemption adjustment related to the redeemable noncontrolling interest, by the average number of common shares outstanding, including the dilutive effect of common stock equivalents computed using the treasury stock method and the average share price during the period.

~~Dilutive shares from equity plans in the three months ended October 2, 2021 was~~ ~~zero~~, as we had a net loss attributable to common shareholders during this period which, by adding such dilutive shares would have resulted in anti-dilution to net loss per common share. Dilutive shares from equity plans for the three months ended October 2, 2021 would have been ~~510~~ ~~thousand shares.~~

~~There were~~ no ~~anti-dilutive~~ Anti-dilutive securities excluded from the calculation of weighted average shares outstanding for the ~~three- or nine-month periods~~three and six months ended ~~October~~July 1, 2023 and July 2, 2022 ~~or October 2, 2021.~~were insignificant.

The table below presents the calculation of EPS and a reconciliation of weighted average common shares used in the calculation of basic and diluted EPS:


	Three Months Ended						Nine Months Ended						Three Months Ended						Six Months Ended
	October 1,			October 2,			October 1,			October 2,			July 1,			July 2,			July 1,			July 2,
	2022			2021			2022			2021			2023			2022			2023			2022
	(in thousands, except per share amounts)												(in thousands, except per share amounts)
Net income (loss)	$	30,414		$	(5,140	)	$	90,705		$	18,368
Net income													$	31,754		$	36,465		$	66,181		$	60,291
Less: Net income attributable to RNCI		(373	)		(677	)		(1,334	)		(1,656	)		(264	)		(304	)		(1,101	)		(961	)
Net income (loss) attributable to the Company		30,041			(5,817	)		89,371			16,712
Decrease (increase) in redemption value of RNCI		271			(965	)		(1,514	)		(4,528	)
Net income (loss) attributable to common shareholders	$	30,312		$	(6,782	)	$	87,857		$	12,184
Net income attributable to the Company														31,490			36,161			65,080			59,330
(Increase) decrease in redemption value of RNCI														(460	)		351			(1,637	)		(1,785	)
Net income attributable to common shareholders													$	31,030		$	36,512		$	63,443		$	57,545

Weighted-average number of common shares outstanding - Basic		59,964			59,590			59,908			59,475			58,559			59,928			59,188			59,880
Add: Dilutive shares from equity plans		438			—			293			560			308			329			340			361

Weighted-average number of common shares outstanding - Diluted		60,402			59,590			60,201			60,035			58,867			60,257			59,528			60,241

Net income (loss) per common share attributable to common shareholders:
Net income per common share attributable to common shareholders:
Basic	$	0.51		$	(0.11	)	$	1.47		$	0.20		$	0.53		$	0.61		$	1.07		$	0.96
Diluted	$	0.50		$	(0.11	)	$	1.46		$	0.20		$	0.53		$	0.61		$	1.07		$	0.96

- 1914 -

NOTE 8. GOODWILL AND OTHER INTANGIBLE ASSETS

Goodwill and intangible assets are as follows:

Initial

October 1,

January 1,

Useful Life

2022

2022

(in years)

(in thousands)

Goodwill

$
370,115

$
364,598

indefinite

Other intangible assets:

Trade names (indefinite-lived)

$
208,441

$
212,141

indefinite

Customer relationships and customer-related assets

286,947

289,047

<1-15
Trade name (amortizable)

22,200

22,200

15
Developed technology

5,900

5,900

6-10
Non-compete agreement

3,338

3,338

2-5
Software license

590

590

2
Less: Accumulated amortization

(158,416
)

(138,691
)

Subtotal

160,559

182,384

Other intangible assets, net

$
369,000

$
394,525

Goodwill at January 1, 2022

$
364,598

Increase in Anlin Acquisition contingent consideration

789

Decrease in Anlin Acquisition trade name

3,700

Decrease in Anlin Acquisition customer relationships

4,300

Increase in Anlin Acquisition customer-related backlog asset

(2,200
)

Final net working capital payment in Anlin Acquisition

786

Estimated contingent consideration in Eco Acquisition

1,500

Decrease in estimated warranty reserve in Anlin Acquisition

(2,537
)

Net other measurement period changes in Anlin Acquisition

(821
)

Goodwill at October 1, 2022

$
370,115

Trade names (indefinite-lived) at January 1, 2022

$
212,141

Decrease in Anlin Acquisition trade name

(3,700
)

Trade names (indefinite-lived) at October 1, 2022

$
208,441


							Initial
	July 1,			December 31,			Useful Life
	2023			2022			(in years)
	(in thousands)
Goodwill	$	461,927		$	460,415		indefinite

Other intangible assets:
Trade names (indefinite-lived)	$	225,018		$	225,018		indefinite

Customer relationships and customer-related assets		340,047			340,047		<1-15
Trade name (amortizable)		22,200			22,200		15
Developed technology		20,500			20,500		3-14
Non-compete agreement		3,538			3,538		2-5
Software license		590			590		2
Less: Accumulated amortization		(178,139	)		(164,841	)

Subtotal		208,736			222,034

Other intangible assets, net	$	433,754		$	447,052

Goodwill at December 31, 2022	$	460,415
Increase relating to Martin Acquisition net working capital payment		744
Net other measurement period changes in Martin Acquisition		768

Goodwill at July 1, 2023	$	461,927

Estimated amortization of our amortizable intangible assets for future years is as follows:


(in thousands)	Total		Total
Remainder of 2022	$	5,162
2023		20,520
Remainder of 2023			$	13,009
2024		20,474		25,971
2025		20,299		25,640
2026		16,906		21,241
2027				20,987
Thereafter		77,198		101,888

Total	$	160,559	$	208,736

Amortization expense relating to amortizable intangible assets for the three months ended ~~October~~July 1, ~~2022~~2023 and ~~October~~July 2, ~~2021,~~2022, was $~~5.8~~6.5 million and $~~5.3~~5.9 million, respectively. Amortization expense relating to amortizable intangible assets for the ~~nine~~six months ended ~~October~~July 1, ~~2022~~2023 and ~~October~~July 2, ~~2021,~~2022, was $~~19.7~~13.3 million and $~~15.2~~13.9 million, respectively. ~~See Note 6 for discussion of the amortization of the customer-related backlog asset of $2.2~~ ~~million during the nine-month period ended October 1, 2022.~~

~~- 20 -~~

We perform our annual goodwill and indefinite-lived intangible asset impairment testing on the first day of our fiscal fourth quarter of each year, and at interim periods if needed based on occurrence of triggering events. During the ~~nine~~three and six months ended ~~October~~July 1, ~~2022,~~2023, we did not identify any events which we believe would trigger the need for tests for impairments of our indefinite-lived intangibles assets. As of ~~October~~July 1, ~~2022~~2023 and ~~January 1,~~December 31, 2022, the carrying value of our Southeast reporting unit goodwill is $228.3 million and $~~226.8~~228.3 million, respectively. As of ~~October~~July 1, ~~2022~~2023 and ~~January 1,~~December 31, 2022, the carrying value of our Western reporting unit goodwill is $~~141.8~~233.6 million and $~~137.8~~232.1 million, respectively. ~~Goodwill of our Southeast reporting unit includes the goodwill relating to Eco. Goodwill of our Western reporting unit includes the goodwill relating to both Anlin and CRi.~~

- 15 -

NOTE 9. LONG-TERM DEBT


	October 1,			January 1,			July 1,			December 31,
	2022			2022			2023			2022
	(in thousands)						(in thousands)

2021 Senior Notes due 2029, maturing in October 2029	$	575,000		$	575,000		$	575,000		$	575,000

2016 Credit Agreement due 2024, maturing in October 2024		60,000			60,000
2016 Credit Agreement due 2027, maturing in October 2027								104,000			76,352

Long-term debt		635,000			635,000			679,000			651,352

Deferred financing costs		(8,424	)		(9,345	)		(8,564	)		(9,218	)

Long-term debt, net	$	626,576		$	625,655		$	670,436		$	642,134

2021 Senior Notes due 2029

On September 24, 2021, we completed the issuance of $575.0 million aggregate principal amount of 4.375% senior notes (“2021 Senior ~~Notes”~~Notes due 2029”), issued at 100% of their principal amount. The 2021 Senior Notes due 2029 are jointly and severally and fully and unconditionally guaranteed on a senior unsecured basis by each of the Company’s existing and future restricted subsidiaries, other than any restricted subsidiary of the Company that does not guarantee the existing senior secured credit facilities or any permitted refinancing thereof. The 2021 Senior Notes due 2029 are senior unsecured obligations of the Company and the guarantors, respectively, and rank pari passu in right of payment with all existing and future senior debt and senior to all existing and future subordinated debt of the Company and the guarantors. The 2021 Senior Notes due 2029 were offered under Rule 144A of the Securities Act, and in transactions outside the United States under Regulation S of the Securities Act, and have not been, and will not be, registered under the Securities Act.

The 2021 Senior Notes due 2029 mature on October 1, 2029. Interest on the 2021 Senior Notes due 2029 is payable semi-annually, in arrears, ~~beginning~~which began on April 1, 2022, with interest accruing at a rate of 4.375% per annum from September 24, 2021. We incurred financing costs relating to bank fees and professional services costs relating to the offering and issuance of the 2021 Senior Notes due 2029 totaling $8.7 million, which included a 1.25% lender spread on the total principal value of the 2021 Senior Notes due 2029, or $7.2 million, and $1.5 million of other costs, all of which are being amortized under the effective interest method. ~~See “Deferred Financing Costs” below.~~

As of ~~October~~July 1, ~~2022,~~2023, the face value of debt outstanding under the 2021 Senior Notes due 2029 was $575.0 million, and accrued interest was $~~12.6~~6.4 million. Proceeds from the 2021 Senior Notes due 2029 were used, in part, to redeem in full the $425.0 million of 2018 Senior Notes due 2026, including the related fees, costs, and the prepayment call premium of $21.5 million, representing 5.063% of the $425.0 million face value then outstanding, prepay the outstanding term loan borrowings under the then existing 2016 Credit Agreement of $~~54.0~~60.0 million and the related fees and costs, and finance the Anlin Acquisition in the fourth quarter of 2021. See Note 6, Acquisitions, for a discussion of the Anlin Acquisition.

The indenture for the 2021 Senior Notes due 2029 gives us the option to redeem some or all of the 2021 Senior Notes due 2029 at the redemption prices and on the terms specified in the indenture governing the 2021 Senior ~~Notes.~~Notes due 2029. The indenture governing the 2021 Senior Notes due 2029 does not require us to make any mandatory redemptions or sinking fund payments. However, upon the occurrence of a change of control, as defined in the indenture, the Company is required to offer to repurchase the notes at 101% of the aggregate principal amount thereof, plus accrued and unpaid interest, if any, to the date of purchase. We also may make optional redemptions at various premiums including a make-whole call at the then current treasury rate plus 50 basis points prior to October 1, 2024, then 102.188% on or after August 1, 2024, 101.094% on or after August 2025, then at 100.000% on or after August 1, 2026.

~~- 21 -~~

The indenture for the 2021 Senior Notes due 2029 includes certain covenants limiting the ability of the Company and any guarantors to, (i) incur additional indebtedness; (ii) pay dividends on or make distributions in respect of capital stock or make certain other restricted payments or investments; (iii) enter into agreements that restrict distributions from restricted subsidiaries; (iv) sell or otherwise dispose of assets; (v) enter into transactions with affiliates; (vi) create or incur liens; merge, consolidate or sell all or substantially all of the Company’s assets; (vii) place restrictions on the ability of subsidiaries to pay dividends or make other payments to the Company; and (viii) designate the Company’s subsidiaries as unrestricted subsidiaries. These covenants are subject to a number of important exceptions and qualifications.

- 16 -

2016 Credit Agreement due ~~2024~~

~~See Note 18, Subsequent Events, for a discussion of events relating to the 2016 Credit Agreement that occurred after October 1, 2022.~~2027

On February 16, 2016, we entered into the 2016 Credit Agreement. From 2016 to 2022, we entered into various amendments to the 2016 Credit Agreement, ~~due 2024, among us,~~including the ~~lending institutions identified~~amendment in October 2022, as described below.

On October 13, 2022, the Company entered into the Fifth Amendment of the 2016 Credit Agreement due ~~2024, and Truist Financial Corporation (formerly known as SunTrust Bank), as Administrative Agent and Collateral Agent.~~2027. The ~~2016 Credit Agreement due 2024 establishes senior secured credit facilities in an aggregate amount of $310.0~~ ~~million, consisting of a $270.0~~ ~~million Term B term loan facility originally maturing in February 2022 that amortizes on a basis of~~ 1~~% annually during its~~ ~~six-year~~ ~~term, and a $40.0~~ million revolving credit facility originally maturing in February 2021 that included a swing line facility and a letter of credit facility. Our obligations under the 2016 Credit Agreement due 2024 are, subject to exceptions, guaranteed by substantially all of our wholly-owned direct and indirect subsidiaries that are restricted subsidiaries and secured by substantially all of our assets as well as our direct and indirect restricted subsidiaries’ assets.

~~On March 16, 2018, we entered into an amendment of our 2016 Credit Agreement due 2024 (the “Second Amendment”).~~ ~~The Second~~Fifth Amendment ~~among other things, decreased the applicable interest rate margins for the Initial Term Loans (as defined in the 2016 Credit Agreement due 2024) from (i)~~ ~~3.75% to~~ ~~2.50%, in the case of the Base Rate Loans (as defined in the 2016 Credit Agreement due 2024), and (ii)~~ ~~4.75% to~~ ~~3.50%, in the case of the Eurodollar Loans (as defined in the 2016 Credit Agreement due 2024).~~ On February 17, 2017, we entered into the first amendment to our 2016 Credit Agreement due 2024, which also resulted in decreases in the applicable margins, but which, unlike the Second Amendment, did not include any changes in lender positions.

~~On October 31, 2019, we entered into an amendment of our 2016 Credit Agreement due 2024 (“Third Amendment”). The Third Amendment provided~~provides for, among other things, ~~(i) a~~ ~~three-year~~ ~~Term A loan in~~ the ~~then aggregate principal amount of $64.0~~ ~~million (the “Initial Term A Loan”), maturing in October 2022,~~New Revolving Credit Facility, which ~~refinanced in full our existing Term B term loan facility under the 2016 Credit Agreement, and had no regularly scheduled amortization, and (ii)~~is a new five-year revolving credit facility in an aggregate principal amount of ~~up to~~$250.0 million. The New Revolving Credit Facility refinances and replaces the previously existing $80.0 ~~million (the “Revolving Facility”), maturing in October 2024, which replaced our then existing $40.0~~ million revolving credit facility under the 2016 Credit Agreement ~~and includes a swing-line facility and letter of credit facility. Our~~due 2027. The Company’s obligations under the 2016 Credit Agreement due 2027 continue to be secured by substantially all of ~~our assets, as well as our~~its and its direct and indirect subsidiaries’ assets, and is senior in position to the 2021 Senior ~~Notes.~~Notes due 2029.

~~On October 25, 2021, we entered into an amendment~~Contemporaneously with the Fifth Amendment, the Company drew down $160.0 million of ~~our~~funds available under the New Revolving Credit Facility. Proceeds totaling $61.6 million from the $160.0 million drawdown were used to repay then existing term loan borrowings under the 2016 Credit Agreement ~~("Fourth Amendment"). The Fourth Amendment provided for, among other things, a~~ ~~three-year~~ ~~Term A loan in the aggregate maximum available amount of~~totaling $60.0 million, ~~(the "Incremental Term A Loan"),~~plus accrued interest and fees totaling $1.6 million. As discussed below, the remaining $98.4 million of proceeds ~~from which~~ were used to fund the ~~Anlin~~cash portion of the Martin Acquisition. The ~~Fourth Amendment does not change~~Company has made net repayments of the $160.0 million of initial borrowings under the New Revolving Credit Facility totaling $56.0 million through July 1, 2023.

Interest on borrowings under the New Revolving Credit Facility is payable either quarterly or at the expiration of any ~~terms relating~~Secured Overnight Financing Rate ("SOFR") interest period applicable thereto. Borrowings under the New Revolving Credit Facility accrue interest at a rate equal to, at our option, a base rate (with a floor of 100 basis points) plus a percentage spread (ranging from 0.75% to 1.75%) based on our first lien net leverage ratio or SOFR (with a floor of 0 basis points) plus a percentage spread (ranging from 1.75% to 2.75%) based on our first lien net leverage ratio. After giving effect to the ~~Revolving Facility, under which~~Fifth Amendment, we ~~paid~~pay a quarterly ~~fees~~commitment fee on the unused portion of the ~~revolving credit facility~~New Revolving Credit Facility equal to a percentage spread (ranging from 0.25% to 0.35%) based on our first lien net leverage ratio. The Fifth Amendment also modifies the application of the financial covenant under the 2016 Credit Agreement such that testing will occur on a quarterly basis, and requires we maintain a first lien net leverage ratio of not more than 4.00 to 1.00. We were in compliance with this covenant as of July 1, 2023.

The 2016 Credit Agreement due 2027 includes certain covenants limiting the ability of the Company and any guarantors to, (i) incur additional indebtedness; (ii) pay dividends on or make distributions in respect of capital stock or make certain other restricted payments or investments; (iii) sell or otherwise dispose of assets; (iv) enter into transactions with affiliates; (v) create or incur liens; (vi) merge, consolidate or sell all or substantially all of the Company’s assets; (vii) place restrictions on the ability of subsidiaries to pay dividends or make other payments to the Company; (viii) make investments and (ix) designate the Company’s subsidiaries as unrestricted subsidiaries. These covenants are subject to a number of important exceptions and qualifications.

As of ~~October~~July 1, ~~2022, there~~2023, borrowings outstanding under the $250.0 million New Revolving Credit Facility totaled $104.0 million, and accrued interest was $385 thousand. There were $~~5.7~~8.5 million in letters of credit ~~outstanding and~~outstanding. Availability under the New Revolving Credit Facility at July 1, 2023 totaled $~~74.3~~137.5 ~~million available under the Revolving Facility.~~

million. The weighted average all-in interest rate for borrowings under the ~~term-loan portion~~existing revolving credit facility of the 2016 Credit Agreement due ~~2024~~2027 was ~~5.12% as of October 1, 2022, and was~~ ~~2.10~~6.90% at ~~January~~July 1, 2023, and 6.07% at December 31, 2022.

The Martin Acquisition was financed in part with the $

~~- 22 -~~250.0 million available under the New Revolving Credit Facility provided by the Fifth Amendment of our 2016 Credit Agreement due 2027, under which we drew $160.0 million on October 14, 2022, the proceeds of which were used to pay $98.4 million of the $187.8 million total fair value of consideration transferred at closing, and $61.6 million to prepay our $60.0 million existing term loans under the Fourth Amendment of our 2016 Credit Agreement due 2027, plus $1.6 million in fees, costs and accrued interest. The remainder of the total fair value of consideration transferred at closing, totaling $89.4 million, was funded with cash on hand previously generated through operations.

Deferred Financing Costs

~~The activity~~Activity relating to deferred financing costs, ~~composed of third-party fees and costs, and lender fees, for the nine months ended October 1, 2022, are as follows. All deferred financing costs are~~which is classified as a reduction of the carrying value of long-term ~~debt:~~debt, for the six months ended July 1, 2023, is as follows:


(in thousands)	Total			Total
At beginning of year	$	9,345		$	9,218
Less: Amortization expense		(921	)		(654	)
At end of period	$	8,424		$	8,564

- 17 -

Estimated amortization expense relating to deferred financing costs for the years indicated as of ~~October~~July 1, ~~2022,~~2023, is as follows:


(in thousands)	Total		Total
Remainder of 2022	$	312
2023		1,282
Remainder of 2023			$	666
2024		1,282		1,366
2025		1,083		1,442
2026		1,114		1,466
2027				1,440
Thereafter		3,351		2,184

Total	$	8,424	$	8,564

~~We have no scheduled payments of outstanding debt until the contractual maturity of the 2016 Credit Agreement in October 2024.~~ ~~Our~~The contractual future maturities of long-term debt outstanding, as of July 1, 2023, are as follows (at face value):


(in thousands)
Remainder of 2022	$	—
2023		—
Remainder of 2023			$	—
2024		60,000		—
2025		—		—
2026		—		—
2027				104,000
Thereafter		575,000		575,000

Total	$	635,000	$	679,000

~~NOTE 10. LEASES~~

We lease certain of our manufacturing facilities under operating leases. We also lease production equipment, vehicles, computer equipment, storage units and office equipment under operating leases. Our leases have remaining lease terms of ~~1 year~~ to 10 ~~years, some of which may include options to~~ ~~extend~~ ~~the leases for up to~~ ~~5 years, and some of which may include options to~~ ~~terminate~~ ~~the leases within~~ ~~1 year~~. All of our leases are operating leases. We did not recognize right-of-use assets or lease liabilities for certain short-term leases that are month-to-month leases. The lease expense relating to these leases is not significant.

~~The components of lease expense for the three and nine months ended October 1, 2022 and October 2, 2021, are as follows (in thousands):~~

Three Months Ended

Nine Months Ended

October 1,

October 2,

October 1,

October 2,

2022

2021

2022

2021

Operating lease cost
$
5,101

$
4,213

$
14,941

$
10,990

Short-term lease cost

2,668

2,280

7,488

6,696

Total lease cost
$
7,769

$
6,493

$
22,429

$
17,686

~~- 23 -~~

~~Other information relating to leases for the three and nine months ended October 1, 2022 and October 2, 2021, are as follows (in thousands, except years and percentages):~~

Three Months Ended

Nine Months Ended

October 1,

October 2,

October 1,

October 2,

2022

2021

2022

2021

Supplemental cash flows information

Cash paid for amounts included in the
  measurement of lease liabilities:

Operating cash flows relating to
  operating leases
$
(4,913
)

$
(3,435
)

$
(14,230
)

$
(9,503
)

Right-of-use assets obtained in exchange
  for lease obligations:

Operating leases
$
1,363

$
933

$
13,625

$
47,838

Weighted average remaining lease term in years

Operating leases

6.39

6.39

6.39

6.39

Weighted average discount rate

Operating leases

5.4
%

5.5
%

5.4
%

5.5
%

~~Future maturities under operating leases were as follows at October 1, 2022 and January 1, 2022 (in thousands):~~

October 1,

January 1,

2022

2022

Remainder of 2022

$
5,005

$
17,929

2023

19,735

17,577

2024

19,140

16,990

2025

17,998

15,987

2026

16,799

15,025

2027

15,847

14,358

Thereafter

22,978

17,891

Total future minimum lease payments

117,502

115,757

Less: Imputed interest

(17,361
)

(18,674
)

Operating lease liability - total

$
100,141

$
97,083

Reported as of October 1, 2022 and January 2, 2021:

Current portion of operating lease liability

$
15,247

$
13,180

Operating lease liability, less current portion

84,894

83,903

Operating lease liability - total

$
100,141

$
97,083

~~As of October 1, 2022, we had~~ ~~no additional operating or finance leases that have not yet commenced~~. ~~Our operating leases expire at various times through 2032.~~ ~~Lease expense was $7.8~~ ~~million for the three months ended October 1, 2022 and was $6.5~~ ~~million for the three months ended October 2, 2021. Of the $7.8~~ ~~million for the three months ended October 1, 2022, $4.0~~ ~~million is classified as cost of sales in the accompanying condensed consolidated statement of operations, with the remainder classified within selling, general and administrative expenses. Of the $6.5~~ ~~million for the three months ended October 2, 2021, $0.5~~ million is classified as cost of sales in the accompanying condensed consolidated statement of operations, with the remainder classified within selling, general and administrative expenses. Lease expense was $~~22.4~~ ~~million for the nine months ended October 1, 2022 and was $17.7~~ ~~million for the nine months ended October 2, 2021. Of the $22.4~~ ~~million for the nine months ended October 1, 2022, $11.4~~ ~~million is classified as cost of sales in the accompanying condensed consolidated statement of operations, with the remainder classified within selling, general and administrative expenses. Of the $17.7~~ ~~million for the nine months ended October 2, 2021, $6.9~~ ~~million is classified as cost of sales in the accompanying condensed consolidated statement of operations, with the remainder classified within selling, general and administrative expenses.~~

~~- 24 -~~

NOTE ~~11.~~10. COMMITMENTS AND CONTINGENCIES

Legal Proceedings

Our Company is a party to various legal proceedings in the ordinary course of business. Although the ultimate disposition of those proceedings cannot be predicted with certainty, management believes the outcome of any claim that is pending or threatened, either individually or in the aggregate, will not have a material adverse effect on our operations, financial position or cash flows.

NOTE ~~12.~~11. INCOME TAXES

The income tax provision for interim periods is comprised of tax on ordinary income provided at the most recent estimated annual effective tax rate, adjusted for the tax effect of discrete items. We estimate the annual effective tax rate quarterly based on the forecasted annual pre-tax results of our operations. The tax effects of items that are unrelated to current year ordinary income are recognized entirely as discrete items in the period identified, including share-based compensation, changes in tax laws and adjustments to the actual liability determined upon filing tax returns.

We had income tax expense of $~~10.1~~11.5 million for the three months ended ~~October~~July 1, ~~2022,~~2023, compared with income tax ~~benefit~~expense of $~~2.4~~12.0 million for the three months ended ~~October~~July 2, ~~2021.~~2022. Our effective tax rate for the three months ended ~~October~~July 1, ~~2022,~~2023, was ~~24.9~~26.5%, compared with ~~31.9~~24.8% for the three months ended ~~October~~July 2, ~~2021.~~2022. Our income tax expense for the ~~three~~two months ended ~~October 1, 2022,~~May 26, 2023, the date we acquired the 25% share of Eco we previously did not own, and ~~income tax benefit for~~ the three months ended ~~October~~July 2, ~~2021,~~2022, includes income tax expenses of $~~291~~209 thousand and $~~449~~237 thousand, respectively, relating to our 75% share of the pre-tax earnings of Eco. We had an income tax expense of $~~29.9~~22.7 million for the ~~nine~~six months ended ~~October~~July 1, ~~2022,~~2023, compared with income tax expense of $~~4.3~~19.8 million for the ~~nine~~six months ended ~~October~~July 2, ~~2021.~~2022. Our effective tax rate for the ~~nine~~six months ended ~~October~~July 1, ~~2022,~~2023, was ~~24.8~~25.5%, compared with ~~18.8~~24.7% for the ~~nine~~six months ended ~~October~~July 2, ~~2021.~~2022. Our income tax expense for the ~~nine~~five months ended ~~October 1,~~May 26, 2023, the date we acquired the 25% share of Eco we previously did not own, and the six months ended July 2, 2022, ~~and October 2, 2021,~~ includes income tax expenses of $~~1.0~~0.9 million and $~~1.2~~0.7 million, respectively, relating to our 75% share of the pre-tax earnings of Eco.

Income tax expense in the three months ended ~~October~~July 1, ~~2022~~2023 includes discrete items of income tax ~~benefit~~expense relating to excess tax expense from the lapses of restrictions on stock awards, which totaled $24 thousand. The income tax expense in the three months ended July 2, 2022 included discrete items of income tax expense relating to excess tax expense from the lapses of restrictions on stock awards totaling $40 thousand. Income tax expense in the six months ended July 1, 2023 includes discrete items of income tax benefits relating to excess tax benefits from the lapses of restrictions on stock awards, which totaled $60 ~~thousand, and from research and development tax credits true-up adjustments, which totaled $472~~414 thousand. The income tax benefit in the three months ended October 2, 2021 included discrete items of income tax benefit relating to excess tax benefits from the lapses of restrictions on stock awards totaling $14 ~~thousand, and other true-up adjustments totaling less than $0.1~~ ~~million.~~ Income tax expense in the ~~nine~~six months ended ~~October 1,~~July 2, 2022 includes discrete items of income tax ~~benefit~~benefits relating to excess tax benefits from the lapses of restrictions on stock awards, which totaled $~~156~~96 ~~thousand, from research~~thousand. Income tax expense in the three and ~~development tax credits true-up adjustments, which totaled $472~~ ~~thousand, and~~six months ended July 2, 2022 also includes a refund from the state of Florida, received by the Company in the second quarter of 2022, relating to excess taxes received by the state in 2021, which was $584 thousand, benefiting tax expense by $462 thousand, net of its Federal tax effect. Income tax expense in the nine months ended October 2, 2021 include discrete items of income tax benefit relating to excess tax benefits from the lapses of restrictions on stock awards, which totaled $~~714~~

~~thousand.~~ - 18 -

Excluding discrete items of income tax, the effective tax rates for the three months ended ~~October~~July 1, ~~2022~~2023 and ~~October~~July 2, ~~2021,~~2022, would have been an income tax expense rate of ~~26.2~~26.5% and ~~an income tax benefit rate of~~ ~~30.8~~25.6%, respectively. Excluding discrete items of income tax, the effective tax rates for the ~~nine~~six months ended ~~October~~July 1, ~~2022~~2023 and ~~October~~July 2, ~~2021,~~2022, would have been an income tax expense ~~rates~~rate of ~~25.7~~26.0% and ~~21.9~~25.4%, respectively.

~~In September 2021, the state of Florida announced that the corporate income tax rate for the 2021 tax year was being lowered from its then current level of~~ ~~4.458% to~~ ~~3.535%. However, for 2022, Florida's corporate income tax rate returned to its statutory level before the passage of the Tax Cuts and Jobs Act, which is~~ ~~5.5~~%. As such, we adjusted our annual effective tax rate for 2022 to include this increase in rate in Florida, where a substantial portion of our business is apportioned, to an estimated combined statutory federal and state rate of ~~25.7%, from our estimate in 2021 of~~ ~~24.2~~%. During the first ~~nine months~~half of ~~2022,~~2023, we made payments of estimated taxes totaling $~~21.7~~39.6 million, which included $~~20.8~~26.6 million in Federal estimated income taxes with the remainder to various states, primarily Florida. During the first ~~nine months~~half of ~~2021,~~2022, we made payments of estimated taxes totaling $~~12.4~~9.6 million, which included $~~8.3~~8.8 million in Federal estimated income taxes with the remainder to various states, primarily Florida. As a result of Hurricane Ian, a large and destructive Category 4 Atlantic hurricane, which made landfall on the southwest Florida coastline at Cayo Costa on September 28, 2022, the U.S. Internal Revenue Service and the state of Florida have both extended their deadlines for payment of the fourth quarter 2022 estimated tax payment, originally due December 15, 2022, to February 15, 2023.

NOTE ~~13.~~12. FAIR VALUE

Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. A three-tier fair value hierarchy is used to prioritize the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted market prices in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. A financial instrument’s level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. The three levels of the fair value hierarchy are as follows:

Level 1 Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities.

Level 2 Inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly.

Level 3 Prices or valuations that require inputs that are both significant to the fair value measurement and unobservable.

~~- 25 -~~

The accounting guidance concerning fair value allows us to elect to measure financial instruments at fair value and report the changes in fair value through earnings. This election can only be made at certain specified dates and is irrevocable once made. We do not have a policy regarding specific assets or liabilities to elect to measure at fair value, but rather we make the election on an instrument-by-instrument basis as they are acquired or incurred.

During the three or ~~nine~~six months ended ~~October~~July 1, ~~2022~~2023 or ~~October~~July 2, ~~2021,~~2022, we did not make any transfers between Level 2 and Level 3 financial assets. We conduct reviews on a quarterly basis to verify pricing, assess liquidity, and determine if significant inputs have changed that would impact the fair value hierarchy disclosure.

Fair Value of Financial Instruments

Our financial instruments include cash and cash equivalents, accounts and notes receivable, and accounts payable and accrued liabilities, whose carrying amounts approximate their fair values due to their short-term nature. Our financial instruments also include borrowings under the 2016 Credit Agreement due 2027, as well as the 2021 Senior Notes due 2029, all classified as long-term debt. The fair value of borrowings under the 2016 Credit Agreement due ~~2024~~2027 approximated its carrying value due to its variable-rate nature, and ~~was~~were approximately $~~60.0~~104.0 million and $76.4 million as of ~~October~~July 1, ~~2022,~~2023, and ~~January 1,~~December 31, 2022, ~~compared to a principal outstanding value of $60.0~~ ~~million at those dates,~~ respectively. The fair value of the 2021 Senior Notes due 2029 is based on debt with similar terms and characteristics and was approximately $~~475.8~~537.3 million as of ~~October~~July 1, ~~2022,~~2023, compared to a principal outstanding value of $575.0 million, and the fair value was approximately $~~578.2~~480.8 million as of ~~January 1,~~December 31, 2022, compared to a principal outstanding value of $575.0 million.

Items Measured at Fair Value

The following are measured in the condensed consolidated financial statements at fair value on a recurring basis and are categorized in the table below based upon the lowest level of significant input to the valuation (in thousands):


	Fair Value Measurements										Fair Value Measurements
	Assets (Liabilities)										Assets (Liabilities)
				Quoted		Significant								Quoted		Significant
				Prices in		Other			Significant					Prices in		Other			Significant
				Active		Observable			Unobservable					Active		Observable			Unobservable
				Markets		Inputs			Inputs					Markets		Inputs			Inputs
October 1, 2022	Total			(Level 1)		(Level 2)			(Level 3)
July 1, 2023											Total			(Level 1)		(Level 2)			(Level 3)
Description
Aluminum contracts	$	(4,001	)	$	—	$	(4,001	)	$	—	$	(887	)	$	—	$	(887	)	$	—
MTP contracts		598			—		598			—		125			—		125			—

	$	(3,403	)	$	—	$	(3,403	)	$	—	$	(762	)	$	—	$	(762	)	$	—

Fair Value Measurements

Assets (Liabilities)

Quoted

Significant

Prices in

Other

Significant

Active

Observable

Unobservable

Markets

Inputs

Inputs

January 1, 2022
Total

(Level 1)

(Level 2)

(Level 3)

Description

Aluminum contracts
$
4,829

$
—

$
4,829

$
—

MTP contracts

4,599

—

4,599

—

$
9,428

$
—

$
9,428

$
—

- 19 -


	Fair Value Measurements
	Assets (Liabilities)
			Quoted		Significant
			Prices in		Other		Significant
			Active		Observable		Unobservable
			Markets		Inputs		Inputs
December 31, 2022	Total		(Level 1)		(Level 2)		(Level 3)
Description
Aluminum contracts	$	—	$	—	$	—	$	—
MTP contracts		300		—		300		—
	$	300	$	—	$	300	$	—

See Note 1413 for a description of the methods and assumptions used in the determination of the fair values of our aluminum forward and Midwest Transaction Premium (“MTP”) contracts, as well as the basis for classifying these assets and liabilities as Level 2.

~~- 26 -~~

NOTE ~~14.~~13. DERIVATIVES

Aluminum Contracts and Midwest Transaction Premium

We enter into aluminum forward contracts to hedge the fluctuations in the purchase price of aluminum extrusion we use in production, and to hedge the fluctuations in the price of the delivery component of our aluminum extrusion purchases, known as the Midwest Transaction Premium, or MTP. Our contracts are designated as cash flow hedges since they are highly effective in offsetting changes in the cash flows attributable to forecasted purchases of aluminum and the related MTP.

We record our aluminum hedge contracts at fair value, based on trading values for aluminum forward contracts. Aluminum forward contracts identical to those held by us trade on the London Metal Exchange (“LME”). The LME provides a transparent forum and is the world’s largest center for the trading of futures contracts for non-ferrous metals. The prices are used by the metals industry worldwide as the basis for contracts for the movement of physical material throughout the production cycle. Based on this high degree of volume and liquidity in the LME, we believe the valuation price at any measurement date for contracts with identical terms as to prompt date, trade date and trade price as those we hold at any time represents a contract’s exit price to be used for purposes of determining fair value.

We record our MTP hedge contracts at fair value, based on the Platts MW US Transaction price per pound assessment, which has been a benchmark for decades in the North American aluminum industry. Platts surveys the North American market daily to capture trades, bids and offers on a delivered Midwest basis. Data is normalized to reflect the typical price per pound between the largest number of market participants, for delivery within 7 to 30 days from date of publication, net-30-day payment terms, for typical order quantities, chemistries and freight allowances. The survey is extensive and encompasses both domestic and offshore producers, traders and brokers that are varied in scope. Based on the extensive nature of this pricing mechanism, we believe the Platts MW US Transaction price at any time represents a contract’s exit price to be used for purposes of determining fair value.

Guidance under the Financial Instruments Topic 825 of the Codification requires us to record our hedge contracts at fair value and consider our credit risk for contracts in a liability position, and our counter-party’s credit risk for contracts in an asset position, in determining fair value. We assess our counter-party’s risk of non-performance when measuring the fair value of financial instruments in an asset position by evaluating their financial position, including cash on hand, as well as their credit ratings. We assess our risk of non-performance when measuring the fair value of our financial instruments in a liability position by evaluating our credit ratings, our current liquidity including cash on hand and availability under our revolving credit facility as compared to the maturities of the financial liabilities. We do not offset the estimated fair value amounts recognized for derivatives executed with the same counterparty under the same master netting arrangement.

At ~~October~~July 1, ~~2022,~~2023, the fair value of our aluminum forward contracts was in a liability position of $~~4.0~~0.9 million. We had 826 outstanding forward contracts for the purchase of ~~11.5~~17.4 million pounds of aluminum through ~~December 2022,~~June 2024, at an average price of $~~1.33~~1.04 per pound, which excludes the Midwest premium, with maturity dates of between one and ~~three~~twelve months. At ~~October~~July 1, ~~2022,~~2023, the fair value of our MTP contracts was in an asset position of $~~0.6~~0.1 million. We had 21 outstanding MTP ~~contracts~~contract to hedge the Platt US MW Transaction price per pound for the delivery of ~~5.3~~4.4 million pounds of aluminum through December ~~2022,~~2023, at an average price of $~~0.11~~0.21 per pound, with a maturity ~~dates~~date of ~~between~~ ~~one~~ ~~and~~ ~~three~~six months. We assessed the risk of non-performance of the Company and our counterparty to these contracts, as applicable, and determined it was immaterial and, therefore, did not record any adjustment to their fair values as of ~~October~~July 1, ~~2022.~~2023.

- 20 -

expect the amount of accumulated other comprehensive loss of approximately $~~3.4~~0.8 million in the accompanying condensed consolidated balance sheet as of ~~October~~July 1, ~~2022,~~2023, to be reclassified to earnings within the next twelve months.

~~- 27 -~~

The fair values of our aluminum hedges and MTP contracts are classified in the accompanying condensed consolidated balance sheets at ~~October~~July 1, ~~2022~~2023 and ~~January 1,~~December 31, 2022, as follows (in thousands):


	Derivative Assets			Derivative Liabilities				Derivative Assets			Derivative Liabilities
	October 1, 2022			October 1, 2022				July 1, 2023			July 1, 2023
Derivatives designated as hedging
instruments under Subtopic 815-20:	Balance Sheet Location	Fair Value		Balance Sheet Location	Fair Value			Balance Sheet Location	Fair Value		Balance Sheet Location	Fair Value
Derivative instruments:
Aluminum contracts	Other current assets	$	—	Accrued liabilities	$	(4,001	)	Other current assets	$	—	Accrued liabilities	$	(887	)
MTP contracts	Other current assets		598	Accrued liabilities		—		Other current assets		125	Accrued liabilities		—
Aluminum contracts	Other assets		—	Other liabilities		—		Other assets		—	Other liabilities		—
MTP contracts	Other assets		—	Other liabilities		—		Other assets		—	Other liabilities		—
Total derivative instruments	Total derivative assets	$	598	Total derivative liabilities	$	(4,001	)	Total derivative assets	$	125	Total derivative liabilities	$	(887	)

	Derivative Assets			Derivative Liabilities				Derivative Assets			Derivative Liabilities
	January 1, 2022			January 1, 2022				December 31, 2022			December 31, 2022
Derivatives designated as hedging
instruments under Subtopic 815-20:	Balance Sheet Location	Fair Value		Balance Sheet Location	Fair Value			Balance Sheet Location	Fair Value		Balance Sheet Location	Fair Value
Derivative instruments:
Aluminum contracts	Other current assets	$	4,829	Accrued liabilities	$	—		Other current assets	$	—	Accrued liabilities	$	—
MTP contracts	Other current assets		4,599	Accrued liabilities		—		Other current assets		300	Accrued liabilities		—
Aluminum contracts	Other assets		—	Other liabilities		—		Other assets		—	Other liabilities		—
MTP contracts	Other assets		—	Other liabilities		—		Other assets		—	Other liabilities		—
Total derivative instruments	Total derivative assets	$	9,428	Total derivative liabilities	$	—		Total derivative assets	$	300	Total derivative liabilities	$	—

The ending accumulated balance for the aluminum forward and MTP contracts included in accumulated other comprehensive income, ~~(losses),~~ net of tax, was an accumulated other comprehensive loss of $~~2.5~~0.6 million as of ~~October~~July 1, ~~2022,~~2023, and was an accumulated other comprehensive income of $~~7.0~~0.2 million at ~~January 1,~~December 31, 2022. The income tax effects of accumulated comprehensive income ~~(losses)~~ are released as amounts are reclassified out of accumulated comprehensive income ~~(losses)~~ at the income tax rate used at the time those income tax effects were provided, which generally represents our blended statutory income tax rate.

The following represents the gains (losses) on derivative financial instruments, and their classifications within the accompanying condensed consolidated financial statements, for the three and ~~nine~~six months ended ~~October~~July 1, ~~2022~~2023 and ~~October~~July 2, ~~2021~~2022 (in thousands):



	Derivatives in Cash Flow Hedging Relationships											Derivatives in Cash Flow Hedging Relationships
	Amount of Gain or (Loss) Recognized in OCI(L) on Derivatives					Location of Gain or (Loss) Reclassified from Accumulated OCI(L) into Income	Amount of Gain or (Loss) Reclassified from Accumulated OCI(L) into Income					Amount of Gain or (Loss) Recognized in OCI(L) on Derivatives						Location of Gain or (Loss) Reclassified from Accumulated OCI(L) into Income	Amount of Gain or (Loss) Reclassified from Accumulated OCI(L) into Income
	Three Months Ended						Three Months Ended					Three Months Ended							Three Months Ended
	October 1,			October 2,			October 1,			October 2,		July 1,			July 2,				July 1,			July 2,
	2022			2021			2022			2021		2023			2022				2023			2022

Aluminum contracts	$	(2,012	)	$	4,194	Cost of sales	$	(3,185	)	$	4,271	$	(1,161	)	$	(13,022	)	Cost of sales	$	(63	)	$	1,210

MTP contracts	$	(621	)	$	2,355	Cost of sales	$	769		$	2,425	$	(54	)	$	93		Cost of sales	$	82		$	2,488

	Derivatives in Cash Flow Hedging Relationships											Derivatives in Cash Flow Hedging Relationships
	Amount of Gain or (Loss) Recognized in OCI(L) on Derivatives					Location of Gain or (Loss) Reclassified from Accumulated OCI(L) into Income	Amount of Gain or (Loss) Reclassified from Accumulated OCI(L) into Income					Amount of Gain or (Loss) Recognized in OCI(L) on Derivatives						Location of Gain or (Loss) Reclassified from Accumulated OCI(L) into Income	Amount of Gain or (Loss) Reclassified from Accumulated OCI(L) into Income
	Nine Months Ended						Nine Months Ended					Six Months Ended							Six Months Ended
	October 1,			October 2,			October 1,			October 2,		July 1,			July 2,				July 1,			July 2,
	2022			2021			2022			2021		2023			2022				2023			2022

Aluminum contracts	$	(9,427	)	$	13,385	Cost of sales	$	(597	)	$	8,423	$	(949	)	$	(7,415	)	Cost of sales	$	(63	)	$	2,588

MTP contracts	$	(60	)	$	10,525	Cost of sales	$	3,941		$	4,181	$	46		$	561		Cost of sales	$	222		$	3,172

We classify cash flows related to derivative instruments as operating activities in the condensed consolidated statements of cash flows.

- 2821 -

NOTE ~~15.~~14. ACCUMULATED OTHER COMPREHENSIVE INCOME ~~(LOSS)~~

The following table shows the components of accumulated other comprehensive income ~~(loss)~~ for the three and ~~nine~~six months ended ~~October~~July 1, ~~2022~~2023 and ~~October~~July 2, ~~2021~~2022 (in thousands):


Three months ended October 1, 2022	Aluminum			MTP

Three months ended July 1, 2023										Aluminum			MTP
(in thousands)	Contracts			Contracts			Total			Contracts			Contracts			Total
Balance at July 2, 2022	$	(3,846	)	$	1,478		$	(2,368	)
Increase (decrease) in fair value of derivatives		(2,012	)		(621	)		(2,633	)
Amounts reclassified from accumulated other comprehensive income (loss)		3,185			(769	)		2,416
Balance at April 1, 2023										$	157		$	193		$	350
Decrease in fair value of derivatives											(1,161	)		(54	)		(1,215	)
Amounts reclassified from accumulated other comprehensive income											63			(82	)		(19	)
Tax effect		(279	)		335			56			283			35			318
Net current-period other comprehensive loss		894			(1,055	)		(161	)		(815	)		(101	)		(916	)
Balance at October 1, 2022	$	(2,952	)	$	423		$	(2,529	)
Balance at July 1, 2023										$	(658	)	$	92		$	(566	)

Nine months ended October 1, 2022	Aluminum			MTP
Six months ended July 1, 2023										Aluminum			MTP
(in thousands)	Contracts			Contracts			Total			Contracts			Contracts			Total
Balance at January 1, 2022	$	3,610		$	3,396		$	7,006
Balance at December 31, 2022										$	—		$	223		$	223
Increase (decrease) in fair value of derivatives		(9,427	)		(60	)		(9,487	)		(949	)		46			(903	)
Amounts reclassified from accumulated other comprehensive income		597			(3,941	)		(3,344	)		63			(222	)		(159	)
Tax effect		2,268			1,028			3,296			228			45			273
Net current-period other comprehensive loss		(6,562	)		(2,973	)		(9,535	)
Balance at October 1, 2022	$	(2,952	)	$	423		$	(2,529	)
Net current-period other comprehensive income loss											(658	)		(131	)		(789	)
Balance at July 1, 2023										$	(658	)	$	92		$	(566	)

Three months ended October 2, 2021

Aluminum

MTP

(in thousands)

Contracts

Contracts

Total

Balance at July 3, 2021

$
6,191

$
5,139

$
11,330

Increase in fair value of derivatives

4,194

2,355

6,549

Amounts reclassified from accumulated other comprehensive income

(4,271
)

(2,425
)

(6,696
)
Tax effect

20

17

37

Net current-period other comprehensive loss

(57
)

(53
)

(110
)
Balance at October 2, 2021

$
6,134

$
5,086

$
11,220

Nine months ended October 2, 2021

Aluminum

MTP

(in thousands)

Contracts

Contracts

Total

Balance at January 2, 2021

$
2,403

$
317

$
2,720

Increase in fair value of derivatives

13,385

10,525

23,910

Amounts reclassified from accumulated other comprehensive income

(8,423
)

(4,181
)

(12,604
)
Tax effect

(1,231
)

(1,575
)

(2,806
)
Net current-period other comprehensive income

3,731

4,769

8,500

Balance at October 2, 2021

$
6,134

$
5,086

$
11,220



Three months ended July 2, 2022	Aluminum			MTP
(in thousands)	Contracts			Contracts			Total
Balance at April 2, 2022	$	6,784		$	3,205		$	9,989
Increase (decrease) in fair value of derivatives		(13,022	)		93			(12,929	)
Amounts reclassified from accumulated other comprehensive income		(1,210	)		(2,488	)		(3,698	)
Tax effect		3,602			668			4,270
Net current-period other comprehensive loss		(10,630	)		(1,727	)		(12,357	)
Balance at July 2, 2022	$	(3,846	)	$	1,478		$	(2,368	)

Six months ended July 2, 2022	Aluminum			MTP
(in thousands)	Contracts			Contracts			Total
Balance at January 1, 2022	$	3,610		$	3,396		$	7,006
Increase (decrease) in fair value of derivatives		(7,415	)		561			(6,854	)
Amounts reclassified from accumulated other comprehensive income		(2,588	)		(3,172	)		(5,760	)
Tax effect		2,547			693			3,240
Net current-period other comprehensive loss		(7,456	)		(1,918	)		(9,374	)
Balance at July 2, 2022	$	(3,846	)	$	1,478		$	(2,368	)

- 2922 -

NOTE ~~16.~~15. SEGMENTS

We have two reportable segments: the Southeast segment and the Western segment.

The Southeast reporting segment, which is also an operating segment, is composed of sales from our facilities in Florida. The Western reporting segment, also an operating segment, is composed of sales from our facilities in Arizona, Utah and California.

Centralized financial and operational oversight, including resource allocation and assessment of performance on an income from operations basis, is performed by our CEO, whom we have determined to be our chief operating decision maker (“CODM”), with oversight by the Board of Directors.

The following table represents summary financial data attributable to our operating segments for the three and ~~nine~~six months ended ~~October~~July 1, ~~2022,~~2023, and ~~October~~July 2, 2021. Results of the Southeast segment for the three and nine months ended October 1, 2022 includes the results of Eco for the entire three- and nine-month periods, whereas for the three and nine months ended October 2, 2021, the three months ended October 2, 2021 includes the results of Eco for the entire three-month period, but the nine months ended October 2, 2021 includes only its post-acquisition period from February 1, 2021.2022. Results of the Western segment for the three and ~~nine~~six months ended ~~October~~July 1, ~~2022 includes~~2023 include the results of ~~CRi, acquired May 1, 2021, and Anlin,~~Martin, acquired October ~~25, 2021. Results of the Western segment~~14, 2022, whereas such results are not included for the three and ~~nine months~~six month ended ~~October~~July 2, ~~2021, includes CRi's results for the post acquisition period from May 1, 2021, and no results from Anlin.~~ 2022. Corporate overhead has been allocated to each segment using an allocation method we believe is reasonable (in thousands):


	Three Months Ended					Six Months Ended
	July 1,			July 2,		July 1,			July 2,
	2023			2022		2023			2022
Net sales:
Southeast segment	$	287,977		$	307,492	$	570,022		$	579,259
Western segment		96,957			99,029		191,741			185,924

Total net sales	$	384,934		$	406,521	$	761,763		$	765,183

Income from operations:
Southeast segment	$	39,954		$	41,014	$	80,475		$	66,570
Western segment		13,992			14,611		26,789			27,766
Restructuring costs and charges (1)		(2,516	)		—		(2,516	)		—

Total income from operations		51,430			55,625		104,748			94,336

Interest expense, net		8,214			7,155		15,870			14,235

Total income before income taxes	$	43,216		$	48,470	$	88,878		$	80,101

(1) For the three and six months ended July 1, 2023, restructuring costs and charges totaling $2.5 million relates to the Southeast segment income from operations.

Three Months Ended

Nine Months Ended

October 1,

October 2,

October 1,

October 2,

2022

2021

2022

2021

Net sales:

Southeast segment
$
288,246

$
255,170

$
867,505

$
731,257

Western segment

97,591

45,261

283,515

125,766

Total net sales
$
385,837

$
300,431

$
1,151,020

$
857,023

Income from operations:

Southeast segment
$
30,037

$
20,713

$
96,607

$
54,977

Western segment

17,366

4,895

45,132

16,091

Total income from operations

47,403

25,608

141,739

71,068

Interest expense, net

6,889

7,686

21,124

22,968

Debt extinguishment costs

—

25,472

—

25,472

Total income (loss) before income taxes
$
40,514

$
(7,550
)

$
120,615

$
22,628

Depreciation expense for the three months ended ~~October~~July 1, ~~2022~~2023 and ~~October~~July 2, ~~2021,~~2022, was $~~6.7~~6.8 million and $~~7.0~~6.9 million for our Southeast segment, respectively, and $~~1.6~~2.0 million and $~~0.9~~1.5 million for our Western segment, respectively. Depreciation expense for the ~~nine-months~~six months ended ~~October~~July 1, ~~2022~~2023 and ~~October~~July 2, ~~2021,~~2022, was $~~20.6~~13.6 million and $~~19.7~~13.9 million for our Southeast segment, respectively, and $~~4.7~~4.1 million and $~~2.6~~3.1 million for our Western segment, respectively. Amortization expense for the three months ended ~~October~~July 1, ~~2022~~2023 and ~~October~~July 2, ~~2021,~~2022, was $~~2.7~~2.0 million, and $~~2.7~~2.8 million for our Southeast segment, respectively, and $~~3.1~~4.5 million and $~~2.6~~3.1 million for our Western segment, respectively. Amortization expense for the ~~nine~~six months ended ~~October~~July 1, ~~2022~~2023 and ~~October~~July 2, ~~2021,~~2022, was $~~8.1~~4.0 million, and $~~7.9~~5.5 million for our Southeast segment, respectively, and $~~11.6~~9.3 million and $~~7.3~~8.4 million for our Western segment, respectively.

Total assets of our Southeast segment as of ~~October~~July 1, ~~2022~~2023 and ~~January 1,~~December 31, 2022 were $~~995.3~~902.0 million and $~~911.3~~909.6 million, respectively. Total assets of our Western segment as of ~~October~~July 1, ~~2022~~2023 and ~~January 1,~~December 31, 2022 were $~~607.3~~709.4 million and $~~549.3~~730.6 million, respectively.

- 3023 -

NOTE ~~17.~~16. REEDEMABLE NON-CONTROLLING INTEREST

On February 1, 2021, we completed an acquisition of a 75% ownership stake in Eco. The seller of Eco obtained the remaining equity interest in the newly formed company, Eco Enterprises. The seller’s redeemable non-controlling interest ("RNCI") was initially established at fair value.

The agreement between PGT Innovations, Inc. and the seller ~~provides~~provided the Company with a call right for seller’s equity interest in the third year following the acquisition date. If the Company ~~does~~did not exercise its right to call by the third anniversary, the agreement ~~provides~~provided the seller with a put right which ~~can be~~could have been exercised during the 15-day period following the third anniversary. ~~Upon exercise~~Effective on May 26, 2023, the Company exercised its call-right to purchase the remaining 25% ownership stake in Eco it previously did not own. The redemption price of the ~~put or call right,~~remaining 25% was calculated by the ~~purchase price is calculated~~Company pursuant to the operating agreement based on ~~a future~~the performance metric included therein, and was determined to be $37.5 million, which was agreed ~~performance metric~~with by the seller. Subsequent to this redemption, the Company's ownership of Eco Enterprises is now 100%.~~. The put option makes~~

Prior to the ~~non-controlling interest redeemable and, therefore,~~redemption effective on May 26, 2023, the redeemable non-controlling interest is classified as temporary equity outside of shareholders’ equity.

The Company ~~calculates~~calculated the estimated future redemption value of the non-controlling interest on a quarterly basis. The redeemable non-controlling interest iswas accreted to the future redemption value using the effective interest method up to the date on which the put-right ~~becomes~~became effective. Any accretion adjustment in the current reporting period of the redeemable non-controlling interest iswas offset against retained earnings and ~~impacts~~impacted earnings used in the calculation of earnings per share attributable to common shareholders in the reporting period. ~~Based on the formula in the operating agreement governing this transaction, the future redemption value of the redeemable non-controlling interest was estimated to be~~ $~~47.5~~ ~~million, which we accreted to $39.7~~ ~~million as of October 1, 2022.~~

The following table presents the changes in the Company’s redeemable non-controlling interest for the ~~period presented:~~six months ended July 1, 2023, and July 2, 2022:


	Nine Months Ended				Six Months Ended
	October 1,		October 2,		July 1,			July 2,
(in thousands)	2022		2021		2023			2022
Balance at beginning of period	$	36,863	$	—	$	34,721		$	36,863
RNCI in Eco at initially estimated fair value		—		28,464
Net income attributable to redeemable non-controlling interest		1,334		1,656		1,101			961
Change in value of redeemable non-controlling interest		1,514		4,528		1,637			1,785
Redemption of redeemable non-controlling interest						(37,459	)		—
Balance at end of period	$	39,711	$	34,648	$	—		$	39,609

- 24 -

NOTE ~~18. SUBSEQUENT EVENTS~~17. SHAREHOLDERS' EQUITY

~~Acquisition and Refinancing~~2023 Share Repurchase Program

On ~~October 14, 2022, pursuant to a Share Purchase Agreement ("SPA"), WWS Acquisition LLC (“Buyer”), a Missouri limited liability company and indirect wholly owned subsidiary of~~February 7, 2023, the Company ~~completed the acquisition ("Martin Acquisition")~~announced that its Board of ~~all of the issued and outstanding shares of capital of Martin Door Holdings Inc.,~~Directors approved a ~~Utah corporation (“Seller” or "Martin") headquartered in Salt Lake City, and manufacturer of premium overhead garage doors and hardware serving the Western U.S. residential and commercial markets.~~

~~The total fair value of consideration transferred at closing for the Martin Acquisition, was approximately $187.8~~ ~~million, subject to certain adjustments as set forth in the SPA,~~new, share repurchase program which ~~included an enterprise value of $185.0~~ ~~million, and a payment of approximately $2.8~~ million for estimated net working capital in excess of target net working capital. The purchase price is subject to a post-closing true-up mechanism as set forth in the SPA, which is expected to be determined within ninety days from the date of the closing of the Martin Acquisition. Martin's assets include those typical to the operation of the business including accounts receivable, inventories, property and equipment, as well as intangibles assets which we expect will include one or more Martin trade names, customer relationships, developed technology, and possibly other yet to be identified intangible assets. We expect to engage a third-party valuation firm to assist with the valuation of such assets.

~~On October 13, 2022,~~authorizes the Company ~~entered into an amendment of the 2016 Credit Agreement (the “Fifth Amendment”). The Fifth Amendment provides for, among other things, a new~~ ~~five-year~~ ~~revolving credit facility in an aggregate principal amount of~~to purchase up to $250.0 million ~~(the “New Revolving Credit Facility”). The New Revolving Credit Facility refinances~~of its common stock. This program permits the Company to purchase shares of its common stock from time to time through open-market purchases, in privately negotiated transactions, or by other means, including through the use of trading plans intended to qualify under Rule 10b5-1 under the Securities Exchange Act of 1934, as amended, in accordance with applicable securities laws and ~~replaces~~other restrictions. During the ~~previously existing~~six months ended July 1, 2023, we repurchased a total of 1,950,161 shares under this program at a total cost of $~~80.0~~45.4 million, ~~revolving credit facility under~~which excludes the ~~2016 Credit Agreement.~~1% excise tax imposed on corporate stock buy-backs by the Inflation Reduction Act of 2022. The ~~Company’s obligations under~~timing and total amount of stock repurchases will depend upon business, economic and market conditions, corporate and regulatory requirements, prevailing stock prices, and other considerations. The share repurchase program had an initial term of 3 years, through February 3, 2026, and may be suspended or discontinued at any time, and does not obligate the ~~2016 Credit Agreement continue~~company to ~~be secured by substantially all~~acquire any amount of ~~its and its direct and indirect subsidiaries’ assets.~~common stock.

Shareholder Rights Plan

~~- 31 -~~

~~Interest on borrowings under~~On March 30, 2023, we announced that our Board of Directors had unanimously approved the ~~New Revolving Credit Facility is payable either quarterly or at~~adoption of a limited-duration shareholder rights plan (the “Rights Plan”) which includes the ~~expiration~~declaration of ~~any Secured Overnight Financing Rate ("SOFR") interest period applicable thereto. Borrowings under the New Revolving Credit Facility accrue interest at~~ a ~~rate equal to, at our option, a base rate (with a floor~~dividend distribution of ~~100~~one ~~basis points) plus~~right (each, a ~~percentage spread (ranging~~“Right”) for each outstanding share of the Company’s common stock to stockholders of record as of the close of business on April 10, 2023. Each Right entitles the registered holder to purchase from the Company one ~~0.75~~one-thousandth~~% to~~ ~~1.75%) based on our first lien net leverage ratio or SOFR (with a floor of~~ 0 ~~basis points) plus~~of a ~~percentage spread (ranging from~~ share of Series A Participating Preferred Stock, par value $~~1.75~~0.01% per share, of the Company at an exercise price of $90.00, subject to adjustment. The complete terms of the Rights are set forth in a Rights Agreement, dated as of March 30, 2023, between the Company and American Stock Transfer & Trust Company, LLC, as rights agent (the "Rights Agreement"). ~~2.75%) based on our first lien net leverage ratio. After giving effect to the Fifth Amendment, we will pay quarterly fees~~The Rights expire on the ~~unused portion~~earliest of (1) March 30, 2024, unless such date is extended, or (2) the redemption or exchange of the ~~New Revolving Credit Facility equal to a percentage spread (ranging from~~ Rights as described above.~~0.25% to~~ ~~0.35~~%) based on our first lien net leverage ratio. The Fifth Amendment also modifies the financial covenant under the 2016 Credit Agreement such that it will be tested on a quarterly basis, commencing with the fiscal quarter ending December 31, 2022.

The ~~Martin Acquisition was financed with~~Board adopted the $Rights Plan in response to a likely accumulation of the Company's shares by a strategic investor. The intent of the Rights Plan is to reduce the likelihood that any entity, person or group gains control of the Company through open market accumulation of the Company's shares without paying all other shareholders an appropriate control premium or without providing the Board sufficient time to make informed judgments and take actions that it believes are in the best interests of its other shareholders. Under the Rights Plan, the rights will become exercisable if an entity, person or group acquires beneficial ownership of ~~250.0~~10 ~~million available under~~% or more of the ~~New Revolving Credit Facility provided~~Company's outstanding common stock in a transaction not approved by the ~~Fifth Amendment of our 2016 Credit Agreement, under which we drew $160.0~~ ~~million on October 14, 2022,~~Board. In the ~~proceeds of which were used to pay $98.4~~ ~~million of~~event that the $~~187.8~~ ~~million total fair value of consideration transferred, and to pay $61.6~~ ~~million to prepay our $60.0~~ ~~million Term A Loan under the Fourth Amendment of our 2016 Credit Agreement, plus $1.6~~ ~~million in fees, costs and accrued interest. The remainder of the total fair value of consideration transferred totaling $89.4~~ ~~million was funded with cash and cash equivalents on hand previously generated through operations. We also paid buyer fees and costs relating~~Rights become exercisable due to the ~~Martin Acquisition, which we are analyzing for proper accounting treatment. We accrued an estimated $1.25~~ ~~million of acquisition-related expenses in~~triggering ownership threshold being crossed, each Right will entitle its holder (other than the ~~three months ended October 1, 2022 for services received prior to~~person, entity or group triggering the ~~closing of the Martin Acquisition, classified as selling, general~~Rights Plan, whose Rights will become void and ~~administrative expenses in the accompanying condensed consolidated statements of operations for the three and nine months ended October 1, 2022.~~

~~Cyberattack~~

On November 5, 2022, the Company detected a ransomware infection that impacted portions of its network and caused disruption to daily business operations. Immediately, upon discovery, the Company engaged outside cybersecurity experts familiar with these types of incidents to conduct a forensic investigation and assess the extent and scope of the incident. As of the date of the filing of this Quarterly Report on Form 10-Q, the investigation is in its early stages and ongoing. To date, there is no evidence of personal information being accessed or acquired.

Security is a top priority for the Company, and the Company continues to work to take a series of measures to safeguard the integrity of its information technology systems. Upon detecting the security event, the Company took immediate steps designed to contain the incident and implement its business continuity plans to restore and support continued operations. The Company has notified appropriate law enforcement authorities.

The Company is also working closely with cybersecurity experts and legal counsel. The Company is in the early stages of its investigation and assessment of the security event and cannot determine, at this time, the extent of the impact from such event on its business, results of operations or financial condition or whether such impact will have a material adverse effect. The Company carries insurance, including cyber insurance, commensurate with the size and the nature of its operations. Further, while the Company is communicating with its customers regarding this disruption, it cannot guarantee that its customer relationships will not be ~~harmed as~~exercisable) to purchase, at the then-current exercise price, additional shares of common stock having a then-current market value of twice the exercise price of the Right.

NOTE 18. RESTRUCTURING COSTS AND CHARGES

During the second quarter of 2023, the Company’s management approved a plan to exit the North Carolina market relating to its NewSouth brand. As a result of this ~~event. In addition~~decision, the Company determined to ~~these risks~~close its NewSouth showrooms in Raleigh-Durham and ~~other information set forth~~Charlotte, North Carolina, which resulted in ~~this report, one should carefully consider the discussion on the other risks~~restructuring costs and ~~uncertainties that cybersecurity incidents may have on us, contained in Part I, “Item 1A. Risk Factors”~~charges totaling $2.5 million in the ~~Company’s Annual Report on Form 10-K/A for~~second quarter and first half of 2023. Of the ~~year ended January 1, 2022.~~

$2.5 million in restructuring costs and charges, $2.0 million represents the total impairments of the right-of-use assets of the leases of the Raleigh-Durham and Charlotte, North Carolina showroom facilities, and $0.4 relates to write-offs of the related leasehold improvements. The remainder represents personnel-related costs, which were paid by the end of the 2023 second quarter.

- 3225 -

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis of our financial condition and results of operations and quantitative and qualitative disclosures should be read in conjunction with our unaudited condensed consolidated financial statements and related notes and with our audited consolidated financial statements included in our Annual Report on Form ~~10-K/A~~10-K for the year ended ~~January 1,~~December 31, 2022, as filed with the Securities and Exchange Commission. Management's Discussion and Analysis of Financial Condition and Results of Operations contains a number of forward-looking statements that reflect our plans, estimates, and beliefs, all of which are based on our current expectations and could be affected by certain uncertainties, risks, and other factors described under Cautionary Note Regarding Forward-Looking Statements and elsewhere throughout this Quarterly Report, as well as the factors described in our Annual Report on Form ~~10-K/A~~10-K for the year ended ~~January 1,~~December 31, 2022, and subsequent periodic reports filed with the Securities and Exchange Commission, particularly under "Risk Factors." Our actual results could differ materially from those discussed in the forward-looking statements.

Special Note Regarding Forward-Looking Statements

This Quarterly Report on Form 10-Q contains “forward looking statements” within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. Forward-looking statements can be identified by words such as: “assume,” “believe,” “could,” “estimate,” “guidance,” “may,” “outlook,” “forecast,” “intend,” “could,” “project,” “estimate,” “anticipate,” “should,” “plan,” “will” and similar references to future periods. Examples of forward-looking statements include, among others, statements we make regarding our acquisitions of Anlin Windows & Doors ("Anlin"), and Martin Door Holdings, Inc. ("Martin"); pricing actions benefiting margins; effects of Hurricane Ian and other economic headwinds such as increasing interest rates and rising inflation; improvement of our operations and business integration; and our net sales guidance.

Forward-looking statements are neither historical facts nor assurances of future performance. Instead, they are based only on current beliefs, expectations and assumptions regarding the future of our business, future plans and strategies, projections, anticipated events and trends, the economy and other future conditions. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict and many of which are outside of our control. Our actual results and financial condition may differ materially from those indicated in the forward-looking statements. Therefore, you should not rely on any of these forward-looking statements. Important factors that could cause our actual results and financial condition to differ materially from those indicated in the forward-looking statements include, among others, the following:

•

the impact of the COVID-19 pandemic (the "COVID-19 pandemic" or "Pandemic") and related measures taken by governmental or regulatory authorities to combat the Pandemic, including the impact of the Pandemic and these measures on the economies and demand for our products in the states where we sell them, and on our customers, suppliers, labor force, business, operations and financial performance;

•

unpredictable weather and macroeconomic factors that may negatively impact the repair and remodel and new construction markets and the construction industry generally, especially in the state of Florida and the western United States, where the substantial portion of our sales are currently generated, and in the U.S. generally;

•

changes in raw material prices, especially for aluminum, glass, vinyl, and ~~vinyl,~~steel, including, price increases due to the implementation of tariffs and other trade-related restrictions, Pandemic-related supply chain interruptions, or ~~supply-chain~~ interruptions from the conflict in Ukraine;

•

our dependence on a limited number of suppliers for certain of our key materials;

•

our dependence on our impact-resistant product lines, which increased with the acquisition of Eco ~~Acquisition,~~Enterprises, LLC ("Eco"), and contemporary indoor/outdoor window and door systems, and on consumer preferences for those types and styles of products;

•

the effects of increased expenses or unanticipated liabilities incurred as a result of, or due to activities related to, our recent acquisitions, including our acquisitions of Martin ~~Anlin~~ and ~~Eco;~~Anlin;

•

our level of indebtedness, which increased in connection with our recent acquisitions, including our acquisitions of Martin ~~Anlin~~ and ~~Eco;~~Anlin;

•

increases in credit losses from obligations owed to us by our customers in the event of a downturn in the home repair and remodel or new home construction channels in our core markets and our inability to collect such obligations from such customers;

•

the risks that the anticipated cost savings, synergies, revenue enhancement strategies and other benefits expected from our acquisitions of Martin ~~Anlin,~~ and ~~Eco,~~Anlin may not be fully realized or may take longer to realize than expected or that our actual integration costs may exceed our estimates;

•

increases in transportation costs, including increases in fuel prices;

•

our dependence on our limited number of geographically concentrated manufacturing facilities, which increased further due to our acquisition of Eco;

•

sales fluctuations to and changes in our relationships with key customers;

~~- 33 -~~

•

federal, state and local laws and regulations, including unfavorable changes in local building codes and environmental and energy code regulations;

- 26 -

•

risks associated with our information technology systems, including cybersecurity-related risks, such as unauthorized intrusions into our systems by ~~“hackers”~~"hackers" and theft of data and information from our systems, and the risks that our information technology systems do not function as intended or experience temporary or long-term failures to perform as intended;

•

product liability and warranty claims brought against us;

•

in addition to our acquisitions of Martin ~~Anlin,~~ and ~~Eco,~~Anlin, our ability to successfully integrate businesses we may acquire in the future, or that any business we acquire may not perform as we expected ~~at the time~~when we ~~acquire~~acquired it; and

•

the other risks and uncertainties discussed under “Risk Factors” in Part I, Item 1A of our Annual Report on Form ~~10-K/A~~10-K for the year ended ~~January 1,~~December 31, 2022 and our other filings with the Securities and Exchange Commission.

Any forward-looking statement made by us in this Quarterly Report on Form 10-Q is based only on information currently available to us and speaks only as of the date on which it is made. We undertake no obligation to publicly update any forward-looking statement, whether written or oral, that may be made from time to time, whether as a result of new information, future developments or otherwise.

EXECUTIVE OVERVIEW

~~Hurricane Ian~~

Hurricane Ian, a large and destructive Category 4 Atlantic hurricane, made landfall on the southwest Florida coastline at Cayo Costa on September 28, 2022, moving slowly to the northeast across the entire state causing widespread damage to property from high winds and severe flooding. Three of PGT’s manufacturing facilities and many of our team were directly in the path of Hurricane Ian. Even though the Company’s manufacturing facilities did not sustain any meaningful damage from the storm, many of our team members live in the areas that were hardest hit.

We closed our west Florida facilities on Tuesday, September 27th, and did not open them until Monday, October 3rd. Our facilities did not sustain any significant physical damage, but disruption caused by the storm resulted in us having limited ability to produce at our facilities as our team members could not safely travel to work due to road closures caused by subsequent flooding and downed trees and power lines. Hurricane Ian caused disruption to our ability to manufacture and distribute our products as our team members were unable to safely travel to our impacted facilities. Production in the first week after Ian was only a single shift with lower than usual productivity caused by using makeshift labor teams for our various production lines. Also, Hurricane Ian affected our customers’ ability to accept deliveries of our products. We estimate that storm-related disruptions caused approximately $12.0 million of third-quarter 2022 sales to be deferred. In addition to the impact to profits from lost sales, we incurred disruption and recovery costs as a result of the storm totaling $1.8 million in the three and nine months ended October 1, 2022, of which $1.1 million is classified as cost of sales, and $0.7 million is classified as selling, general and administrative expenses in the accompanying condensed consolidated statements of operations for the three and nine months ended October 1, 2022.

As we continued through the month of October, we were able to increase the number of shifts and gradually improve on our productivity from the first week of the month, and are just now reaching productivity levels that we were delivering before the storm. As we work through the remainder of the fourth quarter, we will be taking further actions that should allow us to get back to more reasonable productivity levels.

While we will continue to address the challenges presented by the hurricane, we may also be impacted by the current macro-economic environment, which includes rising interest rates, a slowdown in new home sales, inflationary conditions in building products, and the looming threat of a recession. These conditions have resulted in a high degree of uncertainty facing the U.S. economy. After Hurricane Irma in September 2017, we saw an increase in demand for our impact products as the effects of the storm resulted in our products being viewed with a high degree of favorable sentiment. While it is too early to forecast any increase in demand as a result of Hurricane Ian, we would expect the benefit of any increase in demand to assist with offsetting potential softening from a slowdown in the economy.

~~- 34 -~~

Sales and Operations

During the ~~third~~second quarter of ~~2022,~~2023, we ~~grew at~~experienced solid net sales, despite several macro-economic headwinds which negatively impacted both our Southeast and Western segments, as the momentum of growth we experienced last year continues in 2022. Additionally, we continue to make strategic marketing investments which are paying dividends through customer awareness during the repairincluding increased interest rates and ~~remodeling season. Of~~continuing inflationary conditions. Despite these macro-economic headwinds, our total net sales for the ~~third~~second quarter of 2023 was $384.9 million, which decreased 5.3% compared to $406.5 million in the second quarter of 2022. Our Southeast segment's net sales were $288.0 million in the second quarter of 2023, compared to $307.5 million in the second quarter of 2022, a decrease of ~~$385.8~~$19.5 million, ~~which increased 28.4% compared to $300.4 million~~or 6.3%. This decrease in ~~the third quarter of 2021, and which included organic~~ sales ~~growth of 16.8%. Sales growth~~ at our Southeast segment was entirely organic, primarily due to softness in new construction, while ~~sales growth at our Western segment was both organic~~the repair and ~~from acquisitions.~~remodel channel continues to be solid in the Southeast segment.

Our ~~Southeast~~Western segment's net sales were ~~$288.2~~$96.9 million in the ~~third~~second quarter of 2023, compared to $99.0 million in the second quarter of 2022, a decrease of $2.1 million, or 2.1%. Sales for the second quarter of 2023 of our Western segment includes acquisition growth from Martin. Excluding Martin's second quarter 2023 sales, our existing business was negatively impacted by softness in the new construction channel in the second quarter of 2023, compared to ~~$255.1~~the second quarter of 2022.

Our gross profit was $154.0 million in the ~~third~~second quarter of ~~2021, an increase~~2023, producing a gross margin of ~~$33.1~~40.0%, compared to $165.1 million ~~or 13.0%. We believe some~~in the 2022 second quarter, and a gross margin of ~~this organic growth is being driven by gaining market share as~~40.6%, a decline in gross margin of 60 basis points from the changing market dynamics in our largest market of Florida has led one of our larger competitors in our southeast region to discontinue its aluminum product line, allowing us to pick up market share. Our NewSouth brand continues to perform well, and is benefitting from organic growth in our main market of Florida, but also the expansion of our direct-to-consumer footprint in markets outside of Florida as we are in various stages of adding new retail locations to our existing list of stores.

~~As discussed above, although Hurricane Ian negatively impacted our third~~second quarter of 2022 to the second quarter of 2023. We believe the decline in both gross profit and ~~may also negatively~~gross margin is a result of a decrease in sales due to the macro-economic headwinds, a change in mix of organic sales, excluding sales of Martin, towards a higher portion from our Southeast segment, whose products have a slightly lower margin, and a lower portion from our Western segment, whose products have a higher margin. Despite the negative impact ~~our fourth~~on gross profit and gross margin from the decline in sales, gross profit and gross margin benefitted from several positive factors, including a reduction in the cost of aluminum and vinyl in the second quarter of 2023 compared to the second quarter of 2022, ~~one~~continued improvement in operating efficiencies which began in 2022, and which have remained a focus in 2023, and an increase in capacity for production of our own glass, which we can produce at a cost lower than procuring glass from a third-party.

Cash from operations during the first six months of 2023 was $60.3 million, compared to $84.9 million in the first six months of 2022, a decrease in cash from operations of $24.6 million, or 29.0%. Our second quarter 2023 decrease in cash from operations are the result of a decrease in cash flow leverage from accounts payable, which decreased significantly from the end of 2022 to the end of the ~~biggest events~~second quarter of 2023. The decrease in accounts payable was a strategic decision we made to achieve higher material procurement discounts.

We also believe that ~~occurred recently was the passage~~Hurricane Ian has continued to spur homeowners to take advantage of Florida House Bill 7071, signed into law in May 2022. This bill provides a two-year tax relief to Florida residences, available through June 2024, who choose to "harden" their homes against the damaging effects of storms by investing in impact-resistant windows, doors, and other product categories. We're excited about this great benefit for Florida homeowners which we believe will provide them with the incentive needed to improve the safety and value of their homes, and that their materials of choice will include impact-resistant windows and doors from our Company's portfolio of Florida impact-resistant brands. ~~Going forward, we~~We believe our Florida ~~operations will benefit~~operation is benefitting from this home-hardening ~~legislation. The~~

- 27 -

legislation, the main highlight of ~~the bill~~which includes a sales tax exemption for Floridians that harden their homes against natural disasters using impact-resistant products like those sold by the ~~Company, which is available through June 2024.~~Company.

Our Western segment's net sales were $97.6 million in the third quarter of 2022, compared to $45.3 million in the third quarter of 2021, an increase of $52.3 million, or 115.6%. While sales for the third quarter of 2022 of our Western segment includes acquisition growth from Anlin, our existing business grew organically by 38.3% compared to the third quarter of last year. We believe the strength in our Western segment is due to our production builder business as this sector has performed well for several quarters, as we believe that demand for conversion to indoor/outdoor living continues to be strong. We believe we are also benefitting from our capacity expansion in the Phoenix, Arizona area and our new San Diego showroom in Southern California. We believe the organic growth we had in the third of 2022 reflects the strength of our portfolio of brands across our entire geographic footprint.

Our gross profit increased to $149.8 million in the third quarter of 2022, producing a gross margin of 38.8%, compared to $104.2 million in the 2021 third quarter, and a gross margin of 34.7%, an improvement in gross margin of 410 basis points from the third quarter of 2021 to the third quarter of 2022. Additionally, cash from operations during the first nine months of 2022 was $152.1 million, compared to $19.8 million in the first nine months of 2021, an increase in cash from operations of $132.3 million, or 669.7%. We were able to produce this operational and cash generation improvement, despite headwinds of inflationary pressure being felt on material and labor costs. We also benefitted from price increases implemented earlier in the year to offset such inflationary headwinds. During the 2022 third quarter, we continued to focus on improving our manufacturing processes in order to reduce lead-times to meet the continued growing demand. Prior to Hurricane Ian, during the third quarter of 2022, we were able to reduce our average lead times by 40% to 50% in our primary brands compared to the third quarter of last year. Recent investments in our team to help achieve higher talent levels have also helped generate improved operational efficiencies across our entire portfolio of brands. We believe the combination of improved operational performance we achieved prior to Hurricane Ian, reduced lead times and previously implemented price increases will continue to benefit our gross margin through the balance of 2022.

~~- 35 -~~

Performance Summary

The following table presents financial data derived from our unaudited condensed consolidated statements of operations as a percentage of total net sales for the periods indicated. The ~~three-~~three and ~~nine-month periods~~six months ended ~~October~~July 1, ~~2022~~2023 and ~~October~~July 2, ~~2021~~2022 are composed of 13 weeks and 3926 weeks, respectively (in thousands, except percentages):


	Three Months Ended								Three Months Ended
	October 1, 2022				October 2, 2021				July 1, 2023				July 2, 2022
	(unaudited)								(unaudited)
Net sales	$	385,837		100.0 %	$	300,431		100.0 %	$	384,934		100.0 %	$	406,521		100.0 %
Cost of sales		236,035		61.2 %		196,228		65.3 %		230,983		60.0 %		241,391		59.4 %
Gross profit		149,802		38.8 %		104,203		34.7 %		153,951		40.0 %		165,130		40.6 %
Selling, general and administrative expenses		102,399		26.5 %		78,595		26.2 %		100,005		26.0 %		109,505		26.9 %
Restructuring costs and charges										2,516		0.7 %		—		-
Income from operations		47,403		12.3 %		25,608		8.5 %		51,430		13.4 %		55,625		13.7 %
Interest expense, net		6,889		1.8 %		7,686		2.6 %		8,214		2.1 %		7,155		1.8 %
Debt extinguishment costs		—		-		25,472		8.5 %
Income (loss) before income taxes		40,514		10.5 %		(7,550	)	(2.5)%
Income tax expense (benefit)		10,100		2.6 %		(2,410	)	(0.8)%
Net income (loss)		30,414		7.9 %		(5,140	)	(1.7)%
Income before income taxes										43,216		11.2 %		48,470		11.9 %
Income tax expense										11,462		3.0 %		12,005		3.0 %
Net income										31,754		8.2 %		36,465		9.0 %
Less: Net income attributable to redeemable RNCI		(373	)	(0.1)%		(677	)	(0.2)%		(264	)	(0.1)%		(304	)	(0.1)%
Net income (loss) attributable to the Company		30,041		7.8 %		(5,817	)	(1.9)%
Decrease (increase) in redemption value of RNCI		271		0.1 %		(965	)	(0.3)%
Net income (loss) attributable to common shareholders	$	30,312		7.9 %	$	(6,782	)	(2.3)%
Net income attributable to the Company										31,490		8.2 %		36,161		8.9 %
(Increase) decrease in redemption value of RNCI										(460	)	(0.1)%		351		0.1 %
Net income attributable to common shareholders									$	31,030		8.1 %	$	36,512		9.0 %


	Nine Months Ended								Six Months Ended
	October 1, 2022				October 2, 2021				July 1, 2023				July 2, 2022
	(unaudited)								(unaudited)
Net sales	$	1,151,020		100.0 %	$	857,023		100.0 %	$	761,763		100.0 %	$	765,183		100.0 %
Cost of sales		701,495		60.9 %		561,849		65.6 %		458,581		60.2 %		465,460		60.8 %
Gross profit		449,525		39.1 %		295,174		34.4 %		303,182		39.8 %		299,723		39.2 %
Selling, general and administrative expenses		307,786		26.7 %		224,106		26.1 %		195,918		25.7 %		205,387		26.8 %
Restructuring costs and charges										2,516		0.3 %		—		-
Income from operations		141,739		12.3 %		71,068		8.3 %		104,748		13.8 %		94,336		12.3 %
Interest expense, net		21,124		1.8 %		22,968		2.7 %		15,870		2.1 %		14,235		1.9 %
Debt extinguishment costs		—		-		25,472		3.0 %
Income before income taxes		120,615		10.5 %		22,628		2.6 %		88,878		11.7 %		80,101		10.5 %
Income tax expense		29,910		2.6 %		4,260		0.5 %		22,697		3.0 %		19,810		2.6 %
Net income		90,705		7.9 %		18,368		2.1 %		66,181		8.7 %		60,291		7.9 %
Less: Net income attributable to redeemable RNCI		(1,334	)	(0.1)%		(1,656	)	(0.2)%		(1,101	)	(0.1)%		(961	)	(0.1)%
Net income attributable to the Company		89,371		7.8 %		16,712		2.0 %		65,080		8.5 %		59,330		7.8 %
Decrease in redemption value of RNCI		(1,514	)	(0.1)%		(4,528	)	(0.5)%
Increase in redemption value of RNCI										(1,637	)	(0.2)%		(1,785	)	(0.2)%
Net income attributable to common shareholders	$	87,857		7.6 %	$	12,184		1.4 %	$	63,443		8.3 %	$	57,545		7.5 %

- 3628 -

RESULTS OF OPERATIONS FOR THE THREE MONTHS ENDED ~~OCTOBER~~JULY 1, ~~2022~~2023 AND ~~OCTOBER~~JULY 2, ~~2021~~2022

~~The three-month periods ended October 1, 2022 and October 2, 2021 are each composed of 13 weeks.~~

Net sales


	Three Months Ended							Three Months Ended
	October 1, 2022			October 2, 2021				July 1, 2023			July 2, 2022
	Net Sales		% of sales	Net Sales		% of sales	% change	Net Sales		% of sales	Net Sales		% of sales	% change
By segment:
Southeast segment	$	288.2	74.7%	$	255.1	84.9%	13.0%	$	288.0	74.8%	$	307.5	75.6%	(6.3%)
Western segment		97.6	25.3%		45.3	15.1%	115.6%		96.9	25.2%		99.0	24.4%	(2.1%)

Total net sales	$	385.8	100.0%	$	300.4	100.0%	28.4%	$	384.9	100.0%	$	406.5	100.0%	(5.3%)

Net sales for the ~~third~~second quarter of ~~2022~~2023 were ~~$385.8~~$384.9 million, a ~~$85.4~~$21.6 million, or ~~28.4%~~5.3%, ~~increase~~decrease in sales, ~~including 16.8% of organic growth,~~ from ~~$300.4~~$406.5 million in the ~~third~~second quarter of the prior year.

During the third quarter of 2022, we experienced strong growth at both our Southeast and Western segments, as the momentum of growth we experienced over last year continued in 2022. Additionally, we continue to make strategic marketing investments which are paying dividends through customer awareness during the repair and remodeling season. Of our total net sales for the third quarter of 2022 of $385.8 million, which increased 28.4% compared to $300.4 million in the third quarter of 2021, growth was both organic and from acquisitions. Our Southeast segment's net sales were ~~$288.2~~$288.0 million in the ~~third~~second quarter of 2023, compared to $307.5 million in the second quarter of 2022, ~~compared to $255.1 million in the third quarter~~a decrease of ~~2021, an increase of $33.1~~$19.5 million, or ~~13.0%~~6.3%. This ~~growth~~decrease in sales at our Southeast segment was entirely organic, ~~but we believe was adversely impacted by Hurricane Ian~~primarily due to softness in ~~late-September 2022. As previously discussed, Hurricane Ian was a large~~new construction, while the repair and destructive Category 4 Atlantic hurricane, that made landfall on the southwest Florida coastline at Cayo Costa on September 28, 2022, disrupting our ability to manufacture and distribute our products. We estimate that storm-related disruptions caused approximately $12.0 million of third-quarter 2022 salesremodel channel continues to be ~~deferred.~~solid in the Southeast segment.

Our Western segment's net sales were ~~$97.6~~$96.9 million in the ~~third~~second quarter of 2023, compared to $99.0 million in the second quarter of 2022, ~~compared to $45.3~~a decrease of $2.1 million, inor 2.1%. Sales for the ~~third~~second quarter of ~~2021, an increase of $52.3 million, or 115.6%. While sales for the third quarter of 2022~~2023 of our Western segment includes acquisition growth from ~~Anlin,~~Martin. Excluding Martin's second quarter 2023 sales, our existing ~~Western segment's sales grew organically~~business was negatively impacted by ~~38.3%~~softness in the new construction channel in the second quarter of 2023, compared to the second quarter of 2022.

The softness in the new construction channel in both the Southeast and Western segments has resulted in a decrease in unit volume in both segments, which has been partially offset by last year's third quarter. We believe the strength in our Western segment is due to our production builder business as this sector has performed well for several quarters, as we believe that demand for conversion to indoor/outdoor living continues to be strong. We believe we are also benefitting from our capacity expansion in the Phoenix, Arizona area and our new San Diego showroom in Southern California.price increases.

Gross profit and gross margin

Gross profit was ~~$149.8~~$154.0 million in the ~~third~~second quarter of ~~2022, an increase~~2023, a decrease of ~~$45.6~~$11.1 million, or ~~43.8%~~6.8%, from ~~$104.2~~$165.1 million in the ~~third~~second quarter of ~~2021.~~2022. Our gross margin was ~~38.8%~~40.0% in the ~~third~~second quarter of ~~2022,~~2023, compared to ~~34.7%~~40.6% in the prior year ~~third~~second quarter, ~~an increase~~a decrease of ~~4.1%~~0.6%. ~~Adjusting for costs relating to Hurricane Ian that impacted our gross profit totaling $1.1 million, our gross margin~~We believe the decline in ~~the third quarter of 2022 was 39.1%, compared to 34.7% in the prior year third quarter, and increase of 4.4%. The increases in~~both gross profit and gross margin ~~include~~is a result of a decrease in sales due to the ~~effects~~macro-economic headwinds, a change in mix of ~~price increase actions we took~~organic sales, excluding sales of Martin, towards a higher portion from our Southeast segment, whose products have a slightly lower margin, and a lower portion from our Western segment, whose products have a higher margin. Despite the negative impact on gross profit and gross margin from the decline in sales, gross profit and gross margin benefitted from several positive factors, including a reduction in the cost of aluminum and vinyl in the second quarter of 2023 compared to ~~offset~~ the ~~impacts of labor and material cost headwinds we have experienced for several quarters. Also, during the third~~second quarter of 2022, continued improvement in operating efficiencies which began in 2022, and which have remained a focus in 2023, and an increase in capacity for production of our own glass, which we ~~maintained~~can produce at a ~~high degree~~cost lower than procuring glass from a third-party. Additionally, gross profit in the second quarter of ~~focus on our supply chain to minimize disruptions, which helped us maintain a high level~~2023 includes the impact of operational efficiency which lead to reduced delivery lead-times. We also continued to invest in our labor talent which helped generate operational efficiencies across all our businesses in response to increasing demand and believe these actions will continue to benefit our gross margin as we try to offset the ~~impacts of rising costs for materials and labor, and will continue to grow our company with high-quality talent.~~Martin acquisition.

Selling, general and administrative expenses

Selling, general and administrative (“SG&A”) expenses were ~~$102.4~~$100.0 million in the ~~third~~second quarter of ~~2022, an increase of $23.8 million, from $78.6~~2023, compared to $109.5 million in the ~~third~~second quarter of ~~2021.~~2022. SG&A in the ~~third~~second quarter of ~~2022~~2023 was ~~26.5%~~26.0% of net sales, compared to ~~26.2%~~26.9% of net sales in the ~~third~~second quarter of ~~2021. The increase in~~2022. SG&A in the ~~third~~second quarter of ~~2022,~~2023, decreased when compared to last year's ~~third~~second quarter, as a result of several factors, including a decrease in expense for uncollectible accounts receivable, which decreased SG&A by $5.2 million, and a decrease in distribution costs from decreasing fuel costs and unit volume sales, which decreased SG&A by $2.6 million. The remaining decrease is primarily a result of a decrease in personnel costs. These decreases in SG&A were partially ~~due to~~offset by the inclusion of SG&A from our ~~2021~~ acquisition of ~~Anlin,~~Martin in the fourth quarter of 2022, which added ~~$8.5~~$2.9 million of SG&A in the ~~2022~~2023 second quarter, ~~and included $0.6~~including $1.4 million of non-cash amortization expense relating to its intangible assets. ~~However, the year-over-year increase in SG&A was also driven by increasing distribution and variable overhead costs due to the increase in sales. Increasing fuel~~

Restructuring costs and charges

During the ~~inflationary conditions we have experienced over~~second quarter of 2023, the ~~last few quarters have also impacted SG&A year-over-year. SG&A expenses~~Company’s management approved a plan to exit the North Carolina market relating to its NewSouth brand. As a result of this decision, the Company determined to close its NewSouth showrooms in Raleigh-Durham and Charlotte, North Carolina, which resulted in restructuring costs and charges totaling $2.5 million in the ~~third~~second quarter of ~~2022 includes $0.7~~2023. Of the $2.5 million in restructuring costs and charges, $2.0 million represents the total impairments of the right-of-use assets of the leases of the Raleigh-Durham and Charlotte, North Carolina showroom facilities, and $0.4 relates to write-offs of the related leasehold improvements. The remainder represents personnel-related costs, ~~related to disruptions and recovery efforts caused~~which were paid by ~~Hurricane Ian.~~the end of the 2023 second quarter.

- 3729 -

Income from operations

Income from operations was ~~$47.4~~$51.4 million in the ~~third~~second quarter of ~~2022, an increase~~2023, a decrease of ~~$21.8~~$4.2 million, or ~~85.2%~~7.5%, from ~~$25.6~~$55.6 million in the ~~third~~second quarter of ~~2021.~~2022. Income from operations in the ~~third~~second quarter of ~~2022~~2023 includes ~~$30.0~~nearly $40.0 million from our Southeast segment, before reduction for restructuring costs and ~~$17.4~~charges of $2.5 million, which relates entirely to the Southeast segment, and $14.0 million from our Western segment, compared to ~~$20.7~~$41.0 million and ~~$4.9~~$14.6 million from our Southeast and Western segments, respectively, in the ~~third~~second quarter of ~~2021,~~2022, all after allocation of corporate operating costs in both periods. ~~Income from operations in the third quarter of 2022, was adversely impacted by $1.8 million due to disruptions and recovery costs caused by Hurricane Ian.~~

The increase in income from operations was related to the benefit from higher sales in the third quarter of 2022 compared to last year’s third quarter, as well as the benefits of the continued efficiency improvements at both our Southeast and Western segments, more than offsetting the rising costs for materials in aluminum and glass, including the increasing costs of distribution being passed onto us by our vendors, and the continuing costs of attracting, training and retaining an experienced labor force.

Interest expense, net

Interest expense was ~~$6.9~~$8.2 million in the ~~third~~second quarter of ~~2022, a decrease~~2023, an increase of ~~$0.8~~nearly $1.1 million, or ~~10.4%~~14.8%, from ~~$7.7~~$7.2 million in the ~~third~~second quarter of ~~2021.~~2022. The ~~redemption of the $425.0 million of higher rate 6.75% 2018 Senior Notes due 2026, with the $575.0 million of lower rate 4.375% 2021 Senior Notes~~increase in ~~2021 primarily resulted in a lower level of~~ interest expense in the ~~third~~second quarter of 2023, compared to the second quarter of 2022 is primarily the result of a higher level of borrowings under the revolving facility of our current 2016 Credit Facility due 2027 during the second quarter of 2023, compared to the ~~third~~term loan borrowings under our then existing 2016 Credit Facility due 2024 during the second quarter of ~~2021.~~

~~Debt Extinguishment Costs~~

~~Debt extinguishment costs totaled $25.5 million in~~2022, as well as a higher interest rate under the ~~three months ended October 2, 2021. On September 24, 2021, we completed~~revolving facility during the ~~issuance~~second quarter of $575.0 million aggregate principal amount of 4.375% 2021 Senior Notes due 2029, issued at 100% of their principal amount. Redemption in-full of the $575.0 million of 2018 Senior Notes due 2026, including accrued and unpaid interest through September 27, 2021, also included a pre-payment call premium of 105.063% of face value, which totaled $21.5 million and is classified as debt extinguishment costs in the accompanying condensed consolidated statement of operations for the nine months ended October 2, 2021. The remainder of debt extinguishment costs of $4.0 million is composed of $9.4 million of unamortized third-party deferred costs and lender fees relating2023, compared to the ~~2021 Senior Notes due 2026, including~~term loan facility during the ~~First and Second Add-On Notes, offset by $5.4 million~~second quarter of ~~unamortized premiums we received from the First and Second Add-On Notes.~~2022.

Income tax expense

We had income tax expense of ~~$10.1~~$11.5 million for the three months ended ~~October~~July 1, ~~2022,~~2023, compared with income tax ~~benefit~~expense of ~~$2.4~~$12.0 million for the three months ended ~~October~~July 2, ~~2021.~~2022. Our effective tax rate for the three months ended ~~October~~July 1, ~~2022,~~2023, was ~~24.9%~~26.5%, compared with ~~31.9%~~24.8% for the three months ended ~~October~~July 2, ~~2021.~~2022. Our income tax expense for the ~~three~~two months ended ~~October 1, 2022,~~May 26, 2023, the date we acquired the 25% share of Eco we previously did not own, and ~~income tax benefit for~~ the three months ended ~~October~~July 2, ~~2021,~~2022, includes income tax expenses of ~~$291~~$209 thousand and ~~$449~~$237 thousand, respectively, relating to our 75% share of the pre-tax earnings of Eco.

Income tax expense in the three months ended ~~October~~July 1, ~~2022~~2023 includes discrete items of income tax ~~benefit~~expense relating to excess tax ~~benefits~~expense from the lapses of restrictions on stock awards, which totaled ~~$60 thousand, and from research and development tax credits true-up adjustments, which totaled $472~~$24 thousand. The income tax ~~benefit~~expense in the three months ended ~~October~~July 2, ~~2021~~2022 included discrete items of income tax ~~benefit~~expense relating to excess tax ~~benefits~~expense from the lapses of restrictions on stock awards totaling ~~$14~~$40 thousand. Income tax expense in the three months ended July 2, 2022 also includes a refund from the state of Florida, received by the Company in the second quarter of 2022, relating to excess taxes received by the state in 2021, which was $584 thousand, ~~and other true-up adjustments totaling less than $0.1 million.~~benefiting tax expense by $462 thousand, net of its Federal tax effect. Excluding discrete items of income tax, the effective tax rates for the three months ended ~~October~~July 1, ~~2022~~2023 and ~~October~~July 2, 2022, would have been an income tax expense rate of ~~26.2%~~26.5% and ~~an income tax benefit rate of 30.8%~~25.6%, respectively.

In September 2021, the state of Florida announced that the corporate income tax rate for the 2021 tax year was being lowered from its then current level of 4.458% to 3.535%. However, for 2022, Florida's corporate income tax rate returned to its statutory level before the passage of the Tax Cuts and Jobs Act, which is 5.5%. As such, we adjusted our annual effective tax rate for 2022 to include this increase in rate in Florida, where a substantial portion of our business is apportioned, to an estimated combined statutory federal and state rate of 25.7%, from our estimate in 2021 of 24.2%. During the third quarter of 2022, we made payments of estimated taxes totaling $12.1 million, which included $12.0 million in Federal estimated income taxes with the remainder to various states, primarily Florida. During the third quarter of 2021, we made payments of estimated taxes totaling $1.4 million, which included $0.7 million in Federal estimated income taxes with the remainder to various states, primarily Florida. As a result of Hurricane Ian, a large and destructive Category 4 Atlantic hurricane, which made landfall on the southwest Florida coastline at Cayo Costa on September 28, 2022, the U.S. Internal Revenue Service and the state of Florida have both extended their deadlines for payment of the fourth quarter 2022 estimated tax payment, originally due December 15, 2022, to February 15, 2023.

~~- 38 -~~

Net income attributable to redeemable non-controlling interest

Net income attributable to redeemable non-controlling interest for the ~~three~~two months ended ~~October 1, 2022,~~May 26, 2023, the date we acquired the 25% share of Eco we previously did not own, was ~~$0.4 million,~~$264 thousand, compared to ~~$0.7 million~~$304 thousand for the three months ended ~~October~~July 2, 2022, and represents the share of the net income of Eco for the period, attributable to the 25% interest of Eco which was not acquiared not acquired by the Company.

Change in redemption value of redeemable non-controlling interest

The change in the redemption value of the redeemable non-controlling interest for the two months ended May 26, 2023, the date we acquired the 25% share of Eco we previously did not own, was an increase of $0.5 million, compared to a decrease of $0.4 million in the three months ended July 2, 2022. See Note 16 in Part I, Item 1, for a further discussion of the change in the redemption value of the redeemable non-controlling interest.

- 30 -

RESULTS OF OPERATIONS FOR THE SIX MONTHS ENDED JULY 1, 2023 AND JULY 2, 2022

Net sales


	Six Months Ended
	July 1, 2023			July 2, 2022
	Net Sales		% of sales	Net Sales		% of sales	% change
By segment:
Southeast segment	$	570.0	74.8%	$	579.3	75.7%	(1.6%)
Western segment		191.8	25.2%		185.9	24.3%	3.1%

Total net sales	$	761.8	100.0%	$	765.2	100.0%	(0.4%)

Net sales for the first half of 2023 were $761.8 million, a $3.4 million, or 0.4%, decrease in sales, from $765.2 million in the first half of the prior year. Our Southeast segment's net sales were $570.0 million in the first half of 2023, compared to $579.3 million in the first half of 2022, a decrease of $9.3 million, or 1.6%. This decrease in sales at our Southeast segment was entirely organic, primarily due to softness in new construction, while the repair and remodel channel continues to be solid in the Southeast segment.

Our Western segment's net sales were $191.8 million in the first half of 2023, compared to $185.9 million in the first half of 2022, an increase of $5.9 million, or 3.1%. Sales for the first half of 2023 of our Western segment includes acquisition growth from Martin. Excluding Martin's first half 2023 sales, our existing business was negatively impacted by softness in the new construction channel in the first half of 2023, compared to the first half of 2022.

Gross profit and gross margin

Gross profit was $303.2 million in the first half of 2023, an increase of $3.5 million, or 1.2%, from $299.7 million in the first half of 2022. Our gross margin was 39.8% in the first half of 2023, compared to 39.2% in the prior year first half, an increase of 0.6%. Gross profit and gross margin benefitted from several positive factors, including a reduction in the cost of aluminum and vinyl in the first half of 2023, compared to the first half of 2022, continued improvement in operating efficiencies which began in 2022, and which have remained a focus in 2023, and an increase in capacity for production of our own glass, which we can produce at a cost lower than procuring glass from a third-party. Additionally, gross profit in the first half of 2023 includes the impact of the Martin acquisition.

Selling, general and administrative expenses

Selling, general and administrative (“SG&A”) expenses were $195.9 million in the first half of 2023, compared to $205.4 million in the first half of 2022. SG&A in the first half of 2023 was 25.7% of net sales, compared to 26.8% of net sales in the first half of 2022. SG&A in the first half of 2023, decreased when compared to last year's first half, as a result of several factors, including a decrease in expense for uncollectible accounts receivable, which decreased SG&A by $4.8 million, a decrease in distribution costs from decreasing fuel costs and unit volume sales, which decreased SG&A by $4.2 million, and a gain from an insurance recovery relating to the wind-down of the commercial business of our NewSouth acquisition of $2.9 million. The remaining decrease is primarily a result of a decrease in personnel costs. SG&A in the first half of 2023 was impacted by the inclusion of SG&A from our fourth quarter 2022 acquisition of Martin, which added $6.2 million of SG&A in the 2023 first half, including $3.0 million of non-cash amortization expense relating to its intangible assets. SG&A in the first half of 2023 also includes $0.9 million of executive severance costs and $1.1 million of costs related to prior acquisitions, but which we did not incur until the first half of 2023.

Restructuring costs and charges

During the second quarter of 2023, the Company’s management approved a plan to exit the North Carolina market relating to its NewSouth brand. As a result of this decision, the Company determined to close its NewSouth showrooms in Raleigh-Durham and Charlotte, North Carolina, which resulted in restructuring costs and charges totaling $2.5 million in the second quarter of 2023. Of the $2.5 million in restructuring costs and charges, $2.0 million represents the total impairments of the right-of-use assets of the leases of the Raleigh-Durham and Charlotte, North Carolina showroom facilities, and $0.4 relates to write-offs of the related leasehold improvements. The remainder represents personnel-related costs, which were paid by the end of the 2023 second quarter.

- 31 -

Income from operations

Income from operations was $104.7 million in the first half of 2023, an increase of $10.4 million, or 11.0%, from $94.3 million in the first half of 2022. Income from operations in the first half of 2023 includes $80.5 million from our Southeast segment, before reduction for restructuring costs and charges of $2.5 million, which relates entirely to the Southeast segment, and $26.8 million from our Western segment, compared to $66.6 million and $27.7 million from our Southeast and Western segments, respectively, in the first half of 2022, all after allocation of corporate operating costs in both periods.

Interest expense, net

Interest expense was $15.9 million in the first half of 2023, an increase of $1.6 million, or 11.5%, from $14.2 million in the first half of 2022. The increase in interest expense in the first half of 2023, compared to the first half of 2022 is primarily the result of a higher level of borrowings under the revolving facility of our current 2016 Credit Facility due 2027 during the first half of 2023, compared to the term loan borrowings under our then existing 2016 Credit Facility due 2024 during the first half of 2022, as well as a higher interest rate under the revolving facility during the first half of 2023, compared to the term loan facility during the first half of 2022.

Income tax expense

We had income tax expense of $22.7 million for the six months ended July 1, 2023, compared with income tax expense of $19.8 million for the six months ended July 2, 2022. Our effective tax rate for the six months ended July 1, 2023, was 25.5%, compared with 24.7% for the six months ended July 2, 2022. Our income tax expense for the five months ended May 26, 2023, the date we acquired the 25% share of Eco we previously did not own, and the six months ended July 2, 2022, includes income tax expenses of $0.9 million and $0.7 million, respectively, relating to our 75% share of the pre-tax earnings of Eco.

Income tax expense in the six months ended July 2, 2022 includes discrete items of income tax benefits relating to excess tax benefits from the lapses of restrictions on stock awards, which totaled $96 thousand. Income tax expense in the six months ended July 2, 2022 also includes a refund from the state of Florida, received by the Company in the second quarter of 2022, relating to excess taxes received by the state in 2021, which was $584 thousand, benefiting tax expense by $462 thousand, net of its Federal tax effect. Excluding discrete items of income tax, the effective tax rates for the six months ended July 1, 2023 and July 2, 2022, would have been an income tax expense rate of 26.0% and 25.4%, respectively.

Net income attributable to redeemable non-controlling interest

Net income attributable to redeemable non-controlling interest for the five months ended May 26, 2023, the date we acquired the 25% share of Eco we previously did not own, was $1.1 million, compared to $1.0 million for the six months ended July 2, 2022, and represents the share of the net income of Eco for the period, attributable to the 25% interest of Eco not acquired by the Company.

Change in redemption value of redeemable non-controlling interest

The change in the redemption value of the redeemable non-controlling interest for the ~~three-month period~~five months ended ~~October 1, 2022,~~May 26, 2023, the date we acquired the 25% share of Eco we previously did not own, was ~~a decrease~~an increase of ~~$0.3~~$1.6 million, compared to an increase of ~~$1.0~~$1.8 million in the ~~three~~six months ended ~~October~~July 2, ~~2021.~~2022. See Note ~~17 in Part I, Item 1, for a further discussion of the change in the redemption value of the redeemable non-controlling interest.~~

~~RESULTS OF OPERATIONS FOR THE NINE MONTHS ENDED OCTOBER 1, 2022 AND OCTOBER 2, 2021~~

~~The nine-month periods ended October 1, 2022 and October 2, 2021 are each composed of 39 weeks.~~

~~Net sales~~

Nine Months Ended

October 1, 2022

October 2, 2021

Net Sales

% of sales

Net Sales

% of sales

% change
By segment:

Southeast segment

$
867.5

75.4%

$
731.2

85.3%

18.6%
Western segment

283.5

24.6%

125.8

14.7%

125.4%

Total net sales

$
1,151.0

100.0%

$
857.0

100.0%

34.3%

Net sales for the first nine months of 2022 were $1,151.0 million, a $294.0 million, or 34.3%, increase in sales, including 20.4% of organic growth, from $857.0 million in the first nine months of the prior year.

During the first nine months of 2022, we experienced strong growth at both our Southeast and Western segments, as the momentum of growth we experienced over last year continued in 2022. Additionally, we continue to make strategic marketing investments which are paying dividends through customer awareness during the repair and remodeling season. Of our total net sales for the first nine months of 2022 of $1,151.0 million, which increased 34.3% compared to $857.0 million in the first nine months of 2021, growth was both organic and from acquisitions. Our Southeast segment's net sales were $867.5 million in the first nine months of 2022, compared to $731.2 million in the first nine months of 2021, an increase of $136.3 million, or 18.6%. This growth included 17.8% of organic growth, but we believe was adversely impacted by Hurricane Ian in late-September 2022. As previously discussed, Hurricane Ian was a large and destructive Category 4 Atlantic hurricane, that made landfall on the southwest Florida coastline at Cayo Costa on September 28, 2022, disrupting our ability to manufacture and distribute our products. We estimate that Hurricane Ian-related disruptions caused approximately $12.0 million of third-quarter 2022 sales to be deferred.

Our Western segment's net sales were $283.5 million in the first nine months of 2022, compared to $125.8 million in the first nine months of 2021, an increase of $157.7 million, or 125.4%. While sales for the first nine months of 2022 of our Western segment includes acquisition growth from Anlin and CRi, our existing business grew organically by 38.4% compared to the first nine months of last year. We believe the strength in our Western segment is due to our production builder business as this sector has performed well for several quarters, as we believe that demand for conversion to indoor/outdoor living continues to be strong. We believe we are also benefitting from our capacity expansion in the Phoenix, Arizona area and our new San Diego showroom in Southern California.

~~Gross profit and gross margin~~

Gross profit was $449.5 million in the first nine months of 2022, an increase of $154.3 million, or 52.3%, from $295.2 million in the first nine months of 2021. Our gross margin was 39.1% in the first nine months of 2022, compared to 34.4% in the first nine months of last year, an increase of 4.7%. Adjusting for costs relating to Hurricane Ian that impacted our gross profit totaling $1.1 million, our gross margin in the first nine months of 2022 was 39.2%, compared to 34.4% in the prior year third quarter, and increase of 4.8%. The increases in gross profit and gross margin include the effects of price increase actions we took to offset the impacts of labor and material cost headwinds we have experienced for several quarters. Also, during the first nine months of 2022, we maintained a high degree of focus on our supply chain to minimize disruptions, which helped us maintain a high level of operational efficiency which lead to reduced delivery lead-times. We also continued to invest in our labor talent which helped generate operational efficiencies across all our businesses in response to increasing demand and believe these actions will continue to benefit our gross margin as we try to offset the impacts of rising costs for materials and labor, and will continue to grow our company with high-quality talent.

~~- 39 -~~

~~Selling, general and administrative expenses~~

SG&A expenses were $307.8 million in the first nine months of 2022, an increase of $83.7 million, from $224.1 million in the first nine months of 2021. SG&A in the first nine months of 2022 was 26.7% of net sales, compared to 26.1% of net sales in the first nine months of 2021. The increase in SG&A in the first nine months of 2022, compared to the first nine months of last year is partially due to the inclusion of SG&A from our 2021 acquisition of Anlin, which added $25.9 million of SG&A in the 2022 first nine months, and included $4.1 million of non-cash amortization expense relating to its intangible assets. However, the year-over-year increase in SG&A was also driven by increasing distribution and variable overhead costs due to the increase in sales. Increasing fuel costs and the inflationary conditions we have experienced over the last few quarters have also impacted SG&A year-over-year. SG&A expenses in the first nine months of 2022 includes $0.7 million of costs related to disruptions and recovery efforts caused by Hurricane Ian.

~~Income from operations~~

Income from operations was $141.7 million in the first nine months of 2022, an increase of $70.6 million, or 99.4%, from $71.1 million in the first nine months of 2021. Income from operations in the first nine months of 2022 includes $96.6 million from our Southeast segment and $45.1 million from our Western segment, compared to $55.0 million and $16.1 million from our Southeast and Western segments, respectively, in the first nine months of 2021, all after allocation of corporate operating costs in both periods. Income from operations in the first nine months of 2022, was adversely impacted by $1.8 million due to disruptions and recovery costs caused by Hurricane Ian.

The increase in income from operations was related to the benefit from higher sales in the first nine months of 2022 compared to the first nine months of last year, as well as the benefits of the continued efficiency improvements at both our Southeast and Western segments, more than offsetting the rising costs for materials in aluminum and glass, including the increasing costs of distribution being passed onto us by our vendors, and the continuing costs of attracting, training and retaining an experienced labor force.

~~Interest expense, net~~

Interest expense was $21.1 million in the first nine months of 2022, a decrease of $1.8 million, or 8.0%, from $23.0 million in the first nine months of 2021. The redemption of the $425.0 million of higher rate 6.75% 2018 Senior Notes due 2026, with the $575.0 million of lower rate 4.375% 2021 Senior Notes due 2029 in 2021 primarily resulted in a lower level of interest expense in the first nine months of 2022 compared to the first nine months of 2021.

~~Debt Extinguishment Costs~~

Debt extinguishment costs totaled $25.5 million in the nine months ended October 2, 2021. On September 24, 2021, we completed the issuance of $575.0 million aggregate principal amount of 4.375% 2021 Senior Notes due 2029, issued at 100% of their principal amount. Redemption in-full of the $575.0 million of 2018 Senior Notes due 2026, including accrued and unpaid interest through September 27, 2021, also included a pre-payment call premium of 105.063% of face value, which totaled $21.5 million and is classified as debt extinguishment costs in the accompanying condensed consolidated statement of operations for the nine months ended October 2, 2021. The remainder of debt extinguishment costs of $4.0 million is composed of $9.4 million of unamortized third-party deferred costs and lender fees relating to the 2021 Senior Notes due 2026, including the First and Second Add-On Notes, offset by $5.4 million of unamortized premiums we received from the First and Second Add-On Notes.

~~Income tax expense~~

We had an income tax expense of $29.9 million for the nine months ended October 1, 2022, compared with income tax expense of $4.3 million for the nine months ended October 2, 2021. Our effective tax rate for the nine months ended October 1, 2022, was 24.8%, compared with 18.8% for the nine months ended October 2, 2021. Our income tax expense for the nine months ended October 1, 2022, and October 2, 2021, includes $1.0 thousand and $1.2 thousand, respectively, relating to our 75% share of the pre-tax earnings of Eco.

Income tax expense in the nine months ended October 1, 2022 includes discrete items of income tax benefit relating to excess tax benefits from the lapses of restrictions on stock awards, which totaled $156 thousand, from research and development tax credits true-up adjustments, which totaled $472 thousand, and a refund from the state of Florida, received by the Company in the second quarter of 2022, relating to excess taxes received by the state in 2021, which was $584 thousand, benefiting tax expense by $462 thousand, net of its Federal tax effect. Income tax expense in the nine months ended October 2, 2021 include discrete items of income tax benefit relating to excess tax benefits from the lapses of restrictions on stock awards, which totaled $714 thousand. Excluding discrete items of income tax, the effective tax rates for the nine months ended October 1, 2022 and October 2, 2021, would have been income tax expense rates of 25.7% and 21.9%, respectively.

~~- 40 -~~

In September 2021, the state of Florida announced that the corporate income tax rate for the 2021 tax year was being lowered from its then current level of 4.458% to 3.535%. However, for 2022, Florida's corporate income tax rate returned to its statutory level before the passage of the Tax Cuts and Jobs Act, which is 5.5%. As such, we adjusted our annual effective tax rate for 2022 to include this increase in rate in Florida, where a substantial portion of our business is apportioned, to an estimated combined statutory federal and state rate of 25.7%, from our estimate in 2021 of 24.2%. During the first nine months of 2022, we made payments of estimated taxes totaling $21.7 million, which included $20.8 million in Federal estimated income taxes with the remainder to various states, primarily Florida. During the first nine months of 2021, we made payments of estimated taxes totaling $12.4 million, which included $8.3 million in Federal estimated income taxes with the remainder to various states, primarily Florida. As a result of Hurricane Ian, a large and destructive Category 4 Atlantic hurricane, which made landfall on the southwest Florida coastline at Cayo Costa on September 28, 2022, the U.S. Internal Revenue Service and the state of Florida have both extended their deadlines for payment of the fourth quarter 2022 estimated tax payment, originally due December 15, 2022, to February 15, 2023.

~~Net income attributable to redeemable non-controlling interest~~

Net income attributable to redeemable non-controlling interest for the nine months ended October 1, 2022, was $1.3 million, compared to $1.7 million for the nine months ended October 2, 2021, and represents the share of the net income of Eco for the period, attributable to the 25% interest of Eco not acquired by the Company.

~~Change in redemption value of redeemable non-controlling interest~~

The change in the redemption value of the redeemable non-controlling interest for the nine-month period ended October 1, 2022, was an increase of $1.5 million, compared to an increase of $4.5 million in the nine months ended October 2, 2021. See Note 1716 in Part I, Item 1, for a further discussion of the change in the redemption value of the redeemable non-controlling interest.

LIQUIDITY AND CAPITAL RESOURCES

Consolidated Cash Flows

Our principal source of liquidity is cash flow generated by operations, supplemented by borrowings under our credit facilities. We expect that this cash generating capability will provide us with financial flexibility in meeting operating and investing needs, but there can be no assurance that will be the case in future periods. Our primary capital requirements are to fund working capital needs, meet required debt service payments on our credit facilities and fund capital expenditures.

The following table summarizes our cash flow results for the first ~~nine months~~half of ~~2022~~2023 and ~~2021:~~2022:


	Components of Cash Flows						Components of Cash Flows
	Nine Months Ended						Six Months Ended
	October 1,			October 2,			July 1,			July 2,
(in millions)	2022			2021			2023			2022
Cash provided by operating activities	$	152.1		$	19.8		$	60.3		$	84.9
Cash used in investing activities		(25.5	)		(132.0	)		(24.9	)		(18.1	)
Cash (used in) provided by financing activities		(4.0	)		126.6
Cash used in financing activities								(62.5	)		(3.7	)

Increase in cash and cash equivalents	$	122.6		$	14.4
(Decrease) increase in cash and cash equivalents							$	(27.1	)	$	63.1

- 4132 -

Operating activities. Cash provided by operating activities during the first ~~nine months~~half of ~~2022~~2023 was ~~$152.1~~$60.3 million, compared to cash provided inby operating activities of ~~$19.8~~$84.9 million in the first ~~nine months~~half of ~~2021. The increase~~2022, a decrease in cash provided by operating activities ~~for the first nine months~~ of ~~2022, as compared to the first nine months of 2021, was $132.3~~$24.6 million, and was due to the factors set forth in the table below.

Direct cash flows from operations for the first ~~nine months~~half of ~~2022~~2023 and ~~2021~~2022 are as follows:

Direct Operating
Cash Flows

Nine Months Ended

October 1,

October 2,

(in millions)

2022

2021

Collections from customers

$
1,145.8

$
806.8

Other collections of cash

12.2

9.5

Disbursements to vendors

(681.1
)

(537.9
)
Personnel related disbursements

(289.1
)

(213.9
)
Income taxes paid, net of refunds

(20.9
)

(12.2
)
Debt service payments

(14.7
)

(32.4
)
Other cash activity, net

(0.1
)

(0.1
)

Cash provided by operations

$
152.1

$
19.8

During the second quarter of 2022, a customer with whom we have had a long-term relationship experienced financial difficulties. As such, we determined to cease taking orders and provide additional reserves of approximately $3.0 million against our existing exposure to this customer. During the nine-months ended October 1, 2022, we recorded provisions for credit losses totaling $7.4 million, including the provision relating to this customer.


	Direct Operating Cash Flows
	Six Months Ended
	July 1,			July 2,
(in millions)	2023			2022
Collections from customers	$	776.4		$	740.0
Other collections of cash		11.2			9.1
Disbursements to vendors		(474.1	)		(456.0	)
Personnel related disbursements		(198.7	)		(185.5	)
Income taxes paid, net of refunds		(39.5	)		(8.8	)
Debt service payments		(15.1	)		(14.0	)
Other cash activity, net		0.1			0.1

Cash provided by operations	$	60.3		$	84.9

Inventory as of ~~October~~July 1, ~~2022,~~2023, was ~~$112.3~~$117.2 million, compared to ~~$91.4~~$112.7 million at ~~January 1,~~December 31, 2022, an increase of ~~$20.9~~$4.5 million. We monitor and evaluate raw material inventory levels based on the need for each discrete item to fulfill short-term requirements calculated from current order patterns and to provide appropriate safety stock. Because a significant portion of our products are made-to-order, which requires us to relieve inventory and recognize revenue over time, we have a low amount of work-in-process and finished goods inventories. As such, we believe the value of our inventories will be realized through sales.

Investing activities. Cash used in investing activities was ~~$25.5~~$24.9 million for the first ~~nine months~~half of ~~2022,~~2023, compared to cash used in investing activities of ~~over $132.0~~$18.1 million for the first ~~nine months~~half of ~~2021, a decrease~~2022, an increase in cash used in investing activities of ~~$106.5~~$6.8 million. There was cash used relating to ~~acquire businesses~~business combinations in the first ~~nine months~~half of ~~2022~~2023 relating to the finalization of the ~~Anlin acquisition~~Martin Acquisition working capital adjustment, resulting in a final payment to sellers of $0.7 million, compared to $0.8 ~~million. Cash used to acquire businesses~~million in the first ~~nine months~~half of ~~2021 totaled $106.5 million, which included $94.4 million related to our acquisition of Eco, and $12.1 million~~2022 relating to ~~our acquisition~~the finalization of ~~CRi.~~the Anlin Acquisition working capital adjustment. There was an ~~decrease~~increase in cash used in capital expenditures of ~~$1.0~~$7.6 million which went from ~~$25.7~~$17.3 million in the first ~~nine months~~half of ~~2021,~~2022, to ~~$24.7~~$24.9 million in the first ~~nine months~~half of ~~2022.~~2023. Proceeds from the sales of assets was $0.7 million in the first half of 2023, compared with less than $0.1 million in the first ~~nine months~~half of ~~2022, compared with $0.2 million in the first nine months of 2021.~~2022.

Financing activities. Cash used in financing activities was ~~$4.0~~$62.5 million in the first ~~nine months~~half of ~~2022,~~2023, compared to cash ~~provided~~used in financing activities of ~~$126.6~~$3.7 million in the first ~~nine months~~half of ~~2021, a decrease~~2022, an increase in cash ~~provided~~used in financing activities of ~~$130.6~~$58.8 million.

In the first ~~nine months~~half of 2023, we made payments of contingent consideration relating to our acquisition of Anlin totaling $9.5 million, representing the second payment we were required to make under the Anlin purchase agreement based on their 2022 EBITDA, as defined in the agreement. Because these contingent payments were not required to be made within a reasonably short period of time after the effective date of the acquisition, we classified the portion of these payments representing the fair value of the second payment, which was $4.3 million, as a financing activity, with the difference classified within operating activities. In the first half of 2022, we made payments of contingent consideration relating to our acquisition of Anlin totaling $2.7 million, representing the first payment we were required to make under the Anlin purchase agreement based on their 2021 EBITDA, as defined in the agreement. Because these payments were not required to be made within a reasonably short period of time after the effective date of the acquisition, we classified the portion of these payments representing the fair value of the first payment, which was $2.4 million, as a financing activity, with the difference classified within operating activities.

Effective on May 26, 2023, the Company exercised its call-right to purchase the remaining 25% ownership stake in Eco it previously did not own. The redemption price of the remaining 25% was calculated by the Company pursuant to the operating agreement based on the performance metric included therein, and was determined to be $37.5 million, which was agreed with by the seller. Subsequent to this redemption, the Company's ownership of Eco Enterprises is now 100%.

During the first half of 2023, we had net borrowings under the New Revolving Credit Facility of $27.6 million, which included gross borrowings of $50.0 million, partially offset by gross repayments totaling $22.4 million.

As further discussed below under Share Repurchase Program, during the first half of 2023, we made repurchases of 1,950,161 shares of our common stock at a total cash used of $45.4 million.

Taxes paid relating to common stock withheld from employees to satisfy tax withholding obligations in connection with the vesting of restricted stock awards were ~~$1.9~~$3.4 million in the first ~~nine months~~half of ~~2022,~~2023, versus ~~$1.2~~$1.7 million in the first ~~nine months~~half of ~~2021,~~2022, an increase in cash used of ~~$0.7~~$1.7 million.

- 33 -

There were proceeds from stock issued under our 2019 Employee Stock Purchase Plan of $0.4 million during the first half of 2023, compared to $0.3 million during the first ~~nine months~~half of 2022, ~~compared to $0.2 million during the first nine months~~an increase in cash used of ~~2021. Proceeds from the exercises of stock options for the first nine months of 2021 was~~ $0.1 ~~million,~~million.

~~- 42 -~~

In the first nine months of 2021, we issued $575.0 million in 4.375% 2021 Senior Notes due 2029, as well as the $60.0 million of Second Additional Senior Notes, including a premium of $3.3 million with the Second Additional Notes, which provided proceeds from issuances of senior notes in the nine months ended October 2, 2021 totaling $638.3 million. Proceeds from the 2021 Senior Notes due 2029 were used, in part, to redeem in full the $425.0 million of 2018 Senior Notes due 2026, plus a pre-payment call premium of 105.063% of face value, which totaled $21.5 million, classified as debt extinguishment costs in the accompanying condensed consolidated statement of operations for the three and nine months ended October 2, 2021. We also prepaid the outstanding term loan borrowings under the 2016 Credit Agreement of $54.0 million. We paid financing costs totaling $10.4 million in the first nine months of 2021, including financing costs relating to bank fees and professional services costs relating to the offering and issuance of the 2021 Senior Notes due 2026.

Capital Resources and Debt Covenant

2021 Senior Notes due 2029

As of ~~October~~July 1, ~~2022,~~2023, the face value of debt outstanding under the 2021 Senior Notes due 2029 was $575.0 million, and accrued interest was ~~$12.6~~$6.4 million. Proceeds from the 2021 Senior Notes due 2029 were used, in part, to redeem in full the $425.0 million of 2018 Senior Notes due 2026, including the related fees, costs, and the prepayment call premium of $21.5 million, representing 5.063% of the $425.0 million face value then outstanding, prepay the outstanding term loan borrowings under the then existing 2016 Credit Agreement of ~~$54.0~~$60.0 million and the related fees and costs, and finance the Anlin Acquisition in the fourth quarter of 2021. See Note 6, Acquisitions, for a discussion of the Anlin Acquisition.

2016 Credit Agreement due ~~2024~~2027

On February 16, 2016, we entered into the 2016 Credit ~~Agreement due 2024, among us, the lending institutions identified in~~Agreement. From 2016 to 2022, we entered into various amendments to the 2016 Credit Agreement, ~~due 2024, and Truist Financial Corporation (formerly known~~including the amendment in October 2022, as SunTrust Bank), as Administrative Agent and Collateral Agent. The 2016 Credit Agreement due 2024 establishes senior secured credit facilities in an aggregate amount of $310.0 million, consisting of a $270.0 million Term B term loan facility originally maturing in February 2022 that amortizes on a basis of 1% annually during its six-year term, and a $40.0 million revolving credit facility originally maturing in February 2021 that included a swing line facility and a letter of credit facility. Our obligations under the 2016 Credit Agreement due 2024 are, subject to exceptions, guaranteed by substantially all of our wholly-owned direct and indirect subsidiaries that are restricted subsidiaries and secured by substantially all of our assets as well as our direct and indirect restricted subsidiaries’ assets.

~~- 43 -~~

On March 16, 2018, we entered into an amendment of our 2016 Credit Agreement due 2024 (the “Second Amendment”). The Second Amendment, among other things, decreased the applicable interest rate margins for the Initial Term Loans (as defined in the 2016 Credit Agreement due 2024) from (i) 3.75% to 2.50%, in the case of the Base Rate Loans (as defined in the 2016 Credit Agreement due 2024), and (ii) 4.75% to 3.50%, in the case of the Eurodollar Loans (as defined in the 2016 Credit Agreement due 2024). On February 17, 2017, we entered into the first amendment to our 2016 Credit Agreement due 2024, which also resulted in decreases in the applicable margins, but which, unlike the Second Amendment, did not include any changes in lender positions.described below.

On October ~~31, 2019, we~~13, 2022, the Company entered into ~~an amendment of our 2016 Credit Agreement due 2024 (“Third Amendment”). The Third~~the Fifth Amendment provided for, among other things, (i) a three-year Term A loan in the then aggregate principal amount of $64.0 million (the “Initial Term A Loan”), maturing in October 2022, which refinanced in full our existing Term B term loan facility under the 2016 Credit Agreement, and had no regularly scheduled amortization, and (ii) a new five-year revolving credit facility in an aggregate principal amount of up to $80.0 million (the “Revolving Facility”), maturing in October 2024, which replaced our then existing $40.0 million revolving credit facility under the 2016 Credit Agreement, and includes a swing-line facility and letter of credit facility. Our obligations under the 2016 Credit Agreement continue to be secured by substantially all of our assets, as well as our direct and indirect subsidiaries’ assets, and is senior in position to the 2021 Senior Notes.

On October 25, 2021, we entered into an amendment of our 2016 Credit Agreement ("Fourth Amendment"). The Fourth Amendment provides for, among other things, a three-year Term A loan in the aggregate maximum available amount of $60.0 million (the "Incremental Term A Loan"), proceeds from which were used to fund the Anlin Acquisition. The Fourth Amendment did not change any terms relating to the Revolving Facility, under which we paid quarterly fees on the unused portion of the revolving credit facility equal to a percentage spread (ranging from 0.25% to 0.35%) based on our first lien net leverage ratio. As of October 1, 2022, there were $5.7 million in letters of credit outstanding and $74.3 million available under the Revolving Facility.

~~The weighted average all-in interest rate for borrowings under the term-loan portion~~ of the 2016 Credit Agreement due ~~2024 was 5.12% as of October 1, 2022, and was 2.10% at January 1, 2022.~~

On October 14, 2022, the Company entered into a Fifth Amendment (the “Fifth Amendment”) to the Credit Agreement (the “Credit Agreement”) dated as of February 16, 2016, by and among the Company, the other credit parties party thereto, the lending institutions party thereto and Truist Bank, as Administrative Agent, Collateral Agent, an LC Issuer and Swing Line Lender.2027. The Fifth Amendment provides for ~~among other things,~~the New Revolving Credit Facility, a new five-year revolving credit facility in an aggregate principal amount of $250.0 ~~million (the “New Revolving Credit Facility”).~~million. The New Revolving Credit Facility refinances and replaces the previously existing $80.0 million revolving credit facility under the 2016 Credit ~~Agreement.~~Agreement due 2027. The Company’s obligations under the 2016 Credit Agreement due 2027 continue to be secured by substantially all of its and its direct and indirect subsidiaries’ ~~assets.~~assets, and is senior in position to the 2021 Senior Notes due 2029.

Contemporaneously with the Fifth Amendment, the Company drew down $160.0 million of funds available under the New Revolving Credit Facility. Proceeds totaling $61.6 million from the $160.0 million drawdown were used to repay then existing term loan borrowings under the 2016 Credit Agreement totaling $60.0 million, plus accrued interest and fees totaling $1.6 million. As discussed below, the remaining $98.4 million of proceeds were used to fund the cash portion of the Martin Acquisition. The Company has made net repayments of the $160.0 million of initial borrowings under the New Revolving Credit Facility totaling $56.0 million through July 1, 2023.

- 34 -

Interest on borrowings under the New Revolving Credit Facility is payable either quarterly or at the expiration of any Secured Overnight Financing Rate ("SOFR") interest period applicable thereto. Borrowings under the New Revolving Credit Facility accrue interest at a rate equal to, at our option, a base rate (with a floor of 100 basis points) plus a percentage spread (ranging from 0.75% to 1.75%) based on our first lien net leverage ratio or SOFR (with a floor of 0 basis points) plus a percentage spread (ranging from 1.75% to 2.75%) based on our first lien net leverage ratio. After giving effect to the Fifth Amendment, we ~~will~~ pay a quarterly ~~fees~~commitment fee on the unused portion of the New Revolving Credit Facility equal to a percentage spread (ranging from 0.25% to 0.35%) based on our first lien net leverage ratio. The Fifth Amendment also modifies the application of the financial covenant under the 2016 Credit Agreement such that ittesting will ~~be tested~~occur on a quarterly basis, ~~commencing~~and requires we maintain a first lien net leverage ratio of not more than 4.00 to 1.00. We were in compliance with this covenant as of July 1, 2023.

The 2016 Credit Agreement due 2027 includes certain covenants limiting the ~~fiscal quarter ending~~ability of the Company and any guarantors to, (i) incur additional indebtedness; (ii) pay dividends on or make distributions in respect of capital stock or make certain other restricted payments or investments; (iii) sell or otherwise dispose of assets; (iv) enter into transactions with affiliates; (v) create or incur liens; (vi) merge, consolidate or sell all or substantially all of the Company’s assets; (vii) place restrictions on the ability of subsidiaries to pay dividends or make other payments to the Company; (viii) make investments and (ix) designate the Company’s subsidiaries as unrestricted subsidiaries. These covenants are subject to a number of important exceptions and qualifications.

As of July 1, 2023, borrowings outstanding under the $250.0 million New Revolving Credit Facility totaled $104.0 million, and accrued interest was $385 thousand. There were $8.5 million in letters of credit outstanding. Availability under the New Revolving Credit Facility at July 1, 2023 totaled $137.5 million. The weighted average all-in interest rate for borrowings under the existing revolving credit facility of the 2016 Credit Agreement due 2027 was 6.90% at July 1, 2023, and 6.07% at December 31, 2022. We made repayments of borrowings under the New Revolving Credit Facility totaling $15.0 million subsequent to July 1, 2023, resulting in borrowings outstanding under the New Revolving Credit Facility of $89.0 million as of the date of this report.

The Martin Acquisition was financed in part with the $250.0 million available under the New Revolving Credit Facility provided by the Fifth Amendment of our 2016 Credit Agreement due 2027, under which we drew $160.0 million on October 14, 2022, the proceeds of which were used to pay $98.4 million of the $187.8 million total fair value of consideration transferred at closing, and ~~to pay~~ $61.6 million to prepay our $60.0 million ~~Term A Loan~~existing term loans under the Fourth Amendment of our 2016 Credit Agreement due 2027, plus $1.6 million in fees, costs and accrued interest. The remainder of the total fair value of consideration transferred at closing, totaling $89.4 million, was funded with cash ~~and cash equivalents~~ on hand previously generated through operations. We also paid buyer fees and costs relating to the Martin Acquisition ~~which we are analyzing for proper accounting treatment. We accrued an estimated $1.25~~totaling $4.8 million ~~of acquisition-related expenses~~ in the ~~three months~~year ended ~~October 1,~~December 31, 2022, ~~for services received prior to the closing of the Martin Acquisition,~~ classified as selling, general and administrative expenses ~~in the accompanying condensed consolidated statements of operations~~ for the ~~three and nine months~~year ended ~~October 1,~~December 31, 2022. Since the end of the third quarter of 2022, we have made payments of borrowings under the New Revolving Credit Facility totaling $61.6 million, resulting in borrowings outstanding under the New Revolving Credit Facility as of the date of the filing of this Current Report on Form 10-Q of $98.4 million. Since the end of the third quarter of 2022, we have made payments of borrowings under the New Revolving Credit Facility totaling $61.6 million, resulting in borrowings outstanding under the New Revolving Credit Facility as of the date of the filing of this Current Report on Form 10-Q of $98.4 million.

~~- 44 -~~

Deferred Financing Costs


(in thousands)	Total			Total
At beginning of year	$	9,345		$	9,218
Less: Amortization expense		(921	)		(654	)
At end of period	$	8,424		$	8,564

Estimated amortization expense relating to deferred financing costs for the years indicated as of ~~October~~July 1, ~~2022,~~2023, is as follows:


(in thousands)	Total		Total
Remainder of 2022	$	312
2023		1,282
Remainder of 2023			$	666
2024		1,282		1,366
2025		1,083		1,442
2026		1,114		1,466
2027				1,440
Thereafter		3,351		2,184

Total	$	8,424	$	8,564

~~We have no scheduled payments of outstanding debt until the contractual maturity of the 2016 Credit Agreement in October 2024. Our~~The contractual future maturities of long-term debt outstanding, as of July 1, 2023, are as follows (at face value):

- 35 -

(in thousands)

Remainder of 2022

$
—

2023

—

2024

60,000

2025

—

2026

—

Thereafter

575,000

Total

$
635,000


(in thousands)
Remainder of 2023	$	—
2024		—
2025		—
2026		—
2027		104,000
Thereafter		575,000

Total	$	679,000

2023 Share Repurchase Program. On February 7, 2023, the Company announced that its Board of Directors approved a new, share repurchase program which authorizes the Company to purchase up to $250.0 million of its common stock. This program permits the Company to purchase shares of its common stock from time to time through open-market purchases, in privately negotiated transactions, or by other means, including through the use of trading plans intended to qualify under Rule 10b5-1 under the Securities Exchange Act of 1934, as amended, in accordance with applicable securities laws and other restrictions. During the six months ended July 1, 2023, we repurchased a total of 1,950,161 shares under this program at a total cost of $45.4 million, which excludes the 1% excise tax imposed on corporate stock buy-backs by the Inflation Reduction Act of 2022. Subsequent to July 1, 2023, we have not purchased any additional shares under this program. The timing and total amount of stock repurchases will depend upon business, economic and market conditions, corporate and regulatory requirements, prevailing stock prices, and other considerations. The share repurchase program had an initial term of 3 years, through February 3, 2026, and may be suspended or discontinued at any time, and does not obligate the company to acquire any amount of common stock.

Shareholder Rights Plan. On March 30, 2023, we announced that our Board of Directors had unanimously approved the adoption of a limited-duration shareholder rights plan (the “Rights Plan”) which includes the declaration of a dividend distribution of one right (each, a “Right”) for each outstanding share of the Company’s common stock to stockholders of record as of the close of business on April 10, 2023). Each Right entitles the registered holder to purchase from the Company one one-thousandth of a share of Series A Participating Preferred Stock, par value $0.01 per share, of the Company at an exercise price of $90.00, subject to adjustment. The complete terms of the Rights are set forth in a Rights Agreement, dated as of March 30, 2023, between the Company and American Stock Transfer & Trust Company, LLC, as rights agent (the "Rights Agreement"). The Rights expire on the earliest of (1) March 30, 2024, unless such date is extended, or (2) the redemption or exchange of the Rights as described above.

The Board adopted the Rights Plan in response to a likely accumulation of the Company's shares by a strategic investor. The intent of the Rights Plan is to reduce the likelihood that any entity, person or group gains control of the Company through open market accumulation of the Company's shares without paying all other shareholders an appropriate control premium or without providing the Board sufficient time to make informed judgments and take actions that it believes are in the best interests of its other shareholders. Under the Rights Plan, the rights will become exercisable if an entity, person or group acquires beneficial ownership of 10% or more of the Company's outstanding common stock in a transaction not approved by the Board. In the event that the Rights become exercisable due to the triggering ownership threshold being crossed, each Right will entitle its holder (other than the person, entity or group triggering the Rights Plan, whose Rights will become void and will not be exercisable) to purchase, at the then-current exercise price, additional shares of common stock having a then-current market value of twice the exercise price of the Right.

Eco Redemption. Effective on May 26, 2023, the Company exercised its call-right to purchase the remaining 25% ownership stake in Eco it previously did not own. The redemption price of the remaining 25% was calculated by the Company pursuant to the operating agreement based on the performance metric included therein, and was determined to be $37.5 million, which was agreed with by the seller. Subsequent to this redemption, the Company's ownership of Eco Enterprises is now 100%.

Capital Expenditures. Capital expenditures vary depending on prevailing business factors, including current and anticipated market conditions. For the first ~~nine~~half months of ~~2022,~~2023, capital expenditures were ~~$24.7~~$24.9 million, compared to ~~$25.7~~$17.3 million for the first ~~nine months~~half of ~~2021.~~2022. Our capital expenditure program is directed towards making investments in capital assets that we believe will increase both gross sales and margins, but also includes capital expenditures for maintenance.

Aluminum Forward and Midwest Transaction Premium Contracts. We enter into aluminum forward contracts to hedge the fluctuations in the purchase price of aluminum extrusions we use in production. We also enter into forward contracts to hedge the fluctuations in the price of the delivery component of our aluminum extrusion purchases, known as the Midwest Transaction Premium (MTP).

At ~~October~~July 1, ~~2022,~~2023, the fair value of our aluminum forward contracts was in a liability position of ~~$4.0~~$0.9 million. We had 826 outstanding forward contracts for the purchase of ~~11.5~~17.4 million pounds of aluminum through ~~December 2022,~~June 2024, at an average price of ~~$1.33~~$1.04 per pound, which excludes the Midwest premium, with maturity dates of between one and ~~three~~twelve months.

At ~~October~~July 1, ~~2022,~~2023, the fair value of our

- 36 -

MTP contracts was in an assetposition of ~~$0.6~~$0.1 million. We had 21 outstanding MTP ~~contracts~~contract to hedge the Platt US MW Transaction price per pound for the delivery of ~~5.3~~4.4 million pounds of aluminum through December ~~2022,~~2023, at an average price of ~~$0.11~~$0.21 per pound, with a maturity ~~dates~~date of ~~between one~~six months.We assessed the risk of non-performance of the Company and ~~three months.~~our counterparty to these contracts, as applicable, and determined it was immaterial and, therefore, did not record any adjustment to their fair values as of July 1, 2023.

~~- 45 -~~

We assess the effectiveness of our aluminum forward and MTP contracts by comparing the change in the fair value of the forward contract to the change in the expected cash to be paid for the hedged item. The effective portion of the gain or loss on our aluminum forward contracts is reported as a component of accumulated other comprehensive income ~~(loss)~~ and is reclassified into earnings in the same line item in the income statement as the hedged item in the same period or periods during which the transaction affects earnings. We assessed the risk of non-performance of the Company and our counterparty to these contracts, as applicable, and determined it was immaterial and, therefore, did not record any adjustment to their fair values as of October 1, 2022. We expect the amount of accumulated other comprehensive loss of approximately ~~$3.4~~$0.8 million in the accompanying condensed consolidated balance sheet as of ~~October~~July 1, ~~2022,~~2023, to be reclassified to earnings within the next twelve months.

Significant Accounting Policies and Critical Accounting Estimates. Our consolidated financial statements are prepared in accordance with U.S. Generally Accepted Accounting Principles (GAAP). Significant accounting policies are those that are both important to the accurate portrayal of a Company’s financial condition and results, and those that require subjective or complex judgments, often as a result of the need to make estimates about the effect of matters that are inherently uncertain. We make estimates and assumptions that affect the amounts reported in our condensed consolidated financial statements and accompanying notes. Certain estimates are particularly sensitive due to their significance to the condensed consolidated financial statements and the possibility that future events may be significantly different from our expectations. We identified our significant accounting policies in our Annual Report on Form ~~10-K/A~~10-K for the year ended ~~January 1,~~December 31, 2022. There have been no changes to our critical accounting policies during the first ~~nine months~~half of ~~2022.~~2023.

~~Recently Issued Accounting Pronouncements.~~ ~~Reference Rate Reform.~~ In March 2020, the FASB issued ASU 2020-04, “Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting” and in March 2021, a subsequent amendment to the initial guidance, ASU 2021-01, “Reference Rate Reform (Topic 848): Scope” (collectively, “Topic 848”). Topic 848 provides optional expedients and exceptions for applying GAAP to contracts, hedging relationships, and other transactions affected by reference rate reform if certain criteria are met. We have not elected adoption of this optional guidance and do not intend to elect this guidance before the sunset date of December 31, 2022, as there is no material impact on our consolidated financial statements.

~~Subsequent Events - Acquisition and Refinancing.~~ On October 14, 2022, pursuant to a Share Purchase Agreement ("SPA"), WWS Acquisition LLC (“Buyer”), a Missouri limited liability company and indirect wholly owned subsidiary of the Company, completed the acquisition ("Martin Acquisition") of all of the issued and outstanding shares of capital of Martin Door Holdings Inc., a Utah corporation (“Seller” or "Martin") headquartered in Salt Lake City, and manufacturer of premium overhead garage doors and hardware serving the Western U.S. residential and commercial markets.

The total fair value of consideration transferred at closing for the Martin Acquisition, was approximately $187.8 million, subject to certain adjustments as set forth in the SPA, which included an enterprise value of $185.0 million, and a payment of approximately $2.8 million for estimated net working capital in excess of target net working capital. The purchase price is subject to a post-closing true-up mechanism as set forth in the SPA, which is expected to be determined within ninety days from the date of the closing of the Martin Acquisition. Martin's assets include those typical to the operation of the business including accounts receivable, inventories, property and equipment, as well as intangibles assets which we expect will include one or more Martin trade names, customer relationships, developed technology, and possibly other yet to be identified intangible assets, and which we expect to engage a third-party valuation firm to assist with the valuation of such assets.

On October 13, 2022, the Company entered into the Fifth Amendment of the 2016 Credit Agreement. The Fifth Amendment provides for, among other things, the New Revolving Credit Facility, which is a new five-year revolving credit facility in an aggregate principal amount of $250.0 million. The New Revolving Credit Facility refinances and replaces the previously existing $80.0 million revolving credit facility under the 2016 Credit Agreement. The Company’s obligations under the 2016 Credit Agreement continue to be secured by substantially all of its and its direct and indirect subsidiaries’ assets.

Interest on borrowings under the New Revolving Credit Facility is payable either quarterly or at the expiration of any SOFR interest period applicable thereto. Borrowings under the New Revolving Credit Facility accrue interest at a rate equal to, at our option, a base rate (with a floor of 100 basis points) plus a percentage spread (ranging from 0.75% to 1.75%) based on our first lien net leverage ratio or SOFR (with a floor of 0 basis points) plus a percentage spread (ranging from 1.75% to 2.75%) based on our first lien net leverage ratio. After giving effect to the Fifth Amendment, we will pay quarterly fees on the unused portion of the New Revolving Credit Facility equal to a percentage spread (ranging from 0.25% to 0.35%) based on our first lien net leverage ratio. The Fifth Amendment also modifies the financial covenant under the 2016 Credit Agreement such that it will be tested on a quarterly basis, commencing with the fiscal quarter ending December 31, 2022.

~~- 46 -~~

The Martin Acquisition was financed with the $250.0 million available under the New Revolving Credit Facility provided by the Fifth Amendment of our 2016 Credit Agreement, under which we drew $160.0 million on October 14, 2022, the proceeds of which were used to pay $98.4 million of the $187.8 million total fair value of consideration transferred, and to pay $61.6 million to prepay our $60.0 million Term A Loan under the Fourth Amendment of our 2016 Credit Agreement, plus $1.6 million in fees, costs and accrued interest. The remainder of the total fair value of consideration transferred totaling $89.4 million was funded with cash and cash equivalents on hand previously generated through operations. We also paid buyer fees and costs relating to the Martin Acquisition, which we are analyzing for proper accounting treatment. We accrued an estimated $1.25 million of acquisition-related expenses in the three months ended October 1, 2022 for services received prior to the closing of the Martin Acquisition, classified as selling, general and administrative expenses in the accompanying condensed consolidated statements of operations for the three and nine months ended October 1, 2022. Since the end of the third quarter of 2022, we have made payments of borrowings under the New Revolving Credit Facility totaling $61.6 million, resulting in borrowings outstanding under the New Revolving Credit Facility as of the date of the filing of this Current Report on Form 10-Q of $98.4 million.

~~Subsequent Events - Cyberattack.~~ On November 5, 2022, the Company detected a ransomware infection that impacted portions of its network and caused disruption to daily business operations. Immediately, upon discovery, the Company engaged outside cybersecurity experts familiar with these types of incidents to conduct a forensic investigation and assess the extent and scope of the incident. As of the date of the filing of this Quarterly Report on Form 10-Q, the investigation is in its early stages and ongoing. To date, there is no evidence of personal information being accessed or acquired.

The Company is also working closely with cybersecurity experts and legal counsel. The Company is in the early stages of its investigation and assessment of the security event and cannot determine, at this time, the extent of the impact from such event on its business, results of operations or financial condition or whether such impact will have a material adverse effect. The Company carries insurance, including cyber insurance, commensurate with the size and the nature of its operations. Further, while the Company is communicating with its customers regarding this disruption, it cannot guarantee that its customer relationships will not be harmed as a result of this event. In addition to these risks and other information set forth in this report, one should carefully consider the discussion on the other risks and uncertainties that cybersecurity incidents may have on us, contained in Part I, “Item 1A. Risk Factors” in the Company’s Annual Report on Form 10-K/A for the year ended January 1, 2022.

~~- 47 -~~

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We utilize derivative financial instruments to hedge price movements in aluminum materials used in our manufacturing process and to hedge the delivery component of our aluminum needs, known as the Midwest Transaction Premium (“MTP”). As of ~~October~~July 1, ~~2022,~~2023, we are covered for approximately ~~80%~~27% of our anticipated aluminum needs for the ~~remainder~~second half of ~~2022~~2023 and first half of 2024 at an average price of ~~$1.33~~$1.04 per pound. We are not hedged beyond the first half of 2024 as of the date of this report. These calculations are based only on the LME price of aluminum and excludes an estimate for the MTP, which we hedge separately. As of ~~October~~July 1, ~~2022,~~2023, we are covered for approximately ~~37%~~12% of our anticipated MTP delivery costs for the remainder of ~~2022~~2023 at an average price of ~~$0.11~~$0.21 per pound. AsWe have no coverage of our MTP delivery costs beyond the end of 2023 as of the date of this ~~report, we had not added any further coverage since October 1, 2022. However, we may add more coverage for our anticipated aluminum needs during the rest of 2022 and/or 2023, as we deem necessary.~~report.

Regarding our aluminum hedging instruments for the purchase of aluminum, as of ~~October~~July 1, ~~2022,~~2023, a 10% decrease in the price of aluminum per pound would decrease the fair value of our forward contracts of aluminum by an estimated ~~$1.1~~$1.7 million. This calculation utilizes our actual commitment of ~~11.5~~17.4 million pounds under contract (to be settled through ~~December 2022)~~June 2024) and the market price of aluminum as of ~~October~~July 1, ~~2022.~~2023. This calculation is based only on the LME price of aluminum and excludes an estimate for the MTP. Regarding our MTP contracts for hedging of the delivery component of our aluminum needs, as of ~~October~~July 1, ~~2022,~~2023, a 10% decrease in the Platts MW US Transaction price per pound would decrease the fair value of our MTP contracts an estimated $0.1 million. This calculation utilizes our actual commitment of ~~5.3~~4.4 million pounds under contract (to be settled through December ~~2022)~~2023) and the then current Platts MW US Transaction price per pound as of ~~October~~July 1, ~~2022.~~2023.

We experience changes in interest expense when market interest rates change. Changes in our debt could also increase these risks. Based on debt outstanding with a variable rate as of the date of filing of this Quarterly Report on Form 10-Q of ~~$98.4~~$89.0 million, a 100 basis-point increase in interest rate would result in approximately ~~$1.0~~$0.9 million of additional interest costs annually.

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures.

Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in the Company’s reports filed or submitted under the Exchange Act, is recorded, processed, summarized, and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms.

A control system, however, no matter how well conceived and operated, can at best provide reasonable, not absolute, assurance that the objectives of the control system are met. Additionally, a control system reflects the fact that there are resource constraints, and the benefits of controls must be considered relative to costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of error or fraud, if any, within our Company have been detected, and due to these inherent limitations, misstatements due to error or fraud may occur and not be detected.

Our chief executive officer and interim chief financial officer, with the assistance of management, evaluated the design, operation and effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of the end of the period covered by this report (“Evaluation Date”). Based on that evaluation, our chief executive officer and interim

- 37 -

chief financial officer concluded that, as of the Evaluation Date, our disclosure controls and procedures were effective for the purposes of ensuring that information required to be disclosed in our reports filed under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms, and that such information is accumulated and communicated to management, including our chief executive officer and interim chief financial officer, as appropriate to allow timely decisions regarding required disclosure.

Changes in Internal Control over Financial Reporting.

During the period covered by this report, there have been no changes in our internal control over financial reporting identified in connection with the evaluation described above that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. However, during the year ended ~~January 1,~~December 31, 2022 we acquired ~~Eco and Anlin.~~Martin. We are currently integrating ~~Eco and Anlin~~Martin into our operations, compliance programs and internal control processes. As such ~~Eco and Anlin were~~Martin was not included in our assessment of internal control over financial reporting as of ~~January 1,~~December 31, 2022. We will include ~~Eco and Anlin~~Martin into our assessment of internal controls as of December ~~31, 2022,~~30, 2023, the end of our ~~2022~~2023 fiscal year. ~~Eco Enterprises and Anlin Industries were~~Martin was included in the ~~2021~~2022 consolidated financial statements of the Company and constituted ~~22.0%~~14.0% of total assets as of ~~January 1,~~December 31, 2022 and ~~9.2%~~0.6% of revenues for the fiscal year then ended.

- 4838 -

PART II — OTHER INFORMATION

ITEM 1. LEGAL ~~PROCEEDINGS~~PROCEEDINGS.

We are involved in various claims and lawsuits incidental to the conduct of our business in the ordinary course. We carry insurance coverage in such amounts in excess of our self-insured retention as we believe to be reasonable under the circumstances and that may or may not cover any or all of our liabilities with respect to claims and lawsuits. We do not believe that the ultimate resolution of the matters pending or threatened against us at this time will have a material adverse impact on our financial position or results of operations.

Although our business and facilities are subject to federal, state, and local environmental regulation, environmental regulation does not have a material impact on our operations. We believe that our facilities are in material compliance with such laws and regulations. As owners and lessees of real property, we can be held liable for the investigation or remediation of contamination on such properties, in some circumstances without regard to whether we knew of or were responsible for such contamination. Our current expenditures with respect to environmental investigation and remediation at our facilities are minimal, although no assurance can be provided that more significant remediation may not be required in the future as a result of spills or releases of petroleum products or hazardous substances, or the discovery of previously unknown environmental conditions.

ITEM 1A. RISK ~~FACTORS~~FACTORS.

Our operations are subject to a number of risks. When considering an investment in our securities, you should carefully read and consider these risks, together with all other information in this Quarterly Report on Form 10-Q and our other filings with the Securities and Exchange Commission, including the risk factors set forth in Part 1, “Item 1A. Risk Factors” of our Annual Report on Form ~~10-K/A~~10-K for the year ended ~~January 1,~~December 31, 2022. If any of the events described in the risk factors actually occur, our business, financial condition or operating results, as well as the market price of our securities, could be materially adversely affected.

We may not realize the anticipated benefits from the Martin Acquisition, and the Martin Acquisition could adversely impact our

business and our operating results.

We may not be able to achieve the full potential strategic and financial benefits that we expect to achieve from the Martin Acquisition. We may not achieve the anticipated benefits from the Martin Acquisition for a variety of reasons, including, among others, unanticipated costs, charges and expenses. In addition, we may not achieve the anticipated unrealized benefits of operational initiatives. If we fail to achieve some or all of the benefits expected to result from the Martin Acquisition, or if such benefits are delayed, our business could be harmed.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF ~~PROCEEDS~~PROCEEDS.

Recent sales of unregistered securities; use of proceeds from registered securities. None ~~during the quarter cover by this report.~~

Purchases of equity securities by the issuer and affiliated purchasers.

On February 7, 2023, the Company announced that its Board of Directors approved a new, share repurchase program which authorizes the Company to purchase up to $250.0 million of its common stock. This program permits the Company to purchase shares of its common stock from time to time through open-market purchases, in privately negotiated transactions, or by other means, including through the use of trading plans intended to qualify under Rule 10b5-1 under the Securities Exchange Act of 1934, as amended, in accordance with applicable securities laws and other restrictions. We began repurchasing shares under this program beginning on February 27, 2023. The timing and total amount of stock repurchases will depend upon business, economic and market conditions, corporate and regulatory requirements, prevailing stock prices, and other considerations. The share repurchase program had an initial term of 3 years, through February 3, 2026, and may be suspended or discontinued at any time, and does not obligate the company to acquire any amount of common stock.

The following table represents information relating to share repurchases under this program during our second fiscal quarter ended July 1, 2023:

- 4939 -


		Purchases of Equity Securities
Period	Beginning and Ending Dates	(a) Total Number of Shares Purchased	(b) Average Price Paid per Share (in $)	(c) Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs	(d) Maximum Approximate Dollar Value of Shares that may yet be Purchased Under the Plans or Programs at End of Period (in $M)
Beginning balance	April 2				$224.36
April 2023	April 2 to April 29	308,522	$25.2887	308,522	$216.56
May 2023	April 30 to May 27	382,104	$25.6170	382,104	$206.77
June 2023	May 28 to July 1	86,015	$25.6088	86,015	$204.57

		776,641	$25.4857	776,641

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

None.

ITEM 4. MINE SAFETY DISCLOSURES.

None.

ITEM 5. OTHER INFORMATION.

Insider Adoption or Termination of Trading Arrangements.

During the fiscal quarter ended July 1, 2023, one of our officers terminated a “Rule 10b5-1 trading arrangement” as that terms is defined in Item 408 of Regulation S-K. The following represents the required information as regards the terminated trading arrangement:


Deborah L. LaPinska		Senior Vice President – Chief Customer Officer
Plan adopted		November 15, 2022
Plan terminated		June 1, 2023
Initial duration		Plan is terminated. Plan was adopted November 15, 2022, with initial trading no sooner than December 15, 2022, and was scheduled to expire on earlier of date when all shares under the plan are sold and December 15, 2023.
Aggregate shares		Sales of no more than 10,000 per month, for total of 120,000 shares. 50,000 shares were sold under the plan.

Other than the officer described above, during the fiscal quarter ended July 1, 2023, none of our directors or other officers adopted or terminated a “Rule 10b5-1 trading arrangement” or a “non-Rule 10b5-1 trading arrangement,” as those terms are defined in Item 408 of Regulation S-K.

ITEM 6. ~~EXHIBITS~~EXHIBITS.


~~2.1~~3.1	~~Share Purchase Agreement dated as~~Certificate of ~~October 14, 2022 among WWS Acquisition, LLC, Martin Door Holdings, Inc., Martin Door Sellers’ Representative, LLC and the shareholders and warrantholders parties thereto~~Designation of Preferred Stock (incorporated by reference to Exhibit ~~2.1~~3.1 to Current Report on Form 8-K filed with the Securities and Exchange Commission on ~~October 19, 2022)~~March 30, 2023)

~~10.1~~4.1	~~Fifth Amendment to Credit~~Rights Agreement, dated as of ~~October 13, 2022, by and among~~March 30, 2023, between PGT Innovations, Inc., ~~the other Credit Parties party thereto, the financial institutions party thereto~~a Delaware corporation, and ~~Truist Bank,~~American Stock Transfer & Trust Company, LLC, as ~~Administrative~~Rights Agent ~~Collateral Agent and Swing Line Lender incorporated~~(incorporated by reference to Exhibit ~~10.1~~4.1 to Current Report on Form 8-K filed with the Securities and Exchange Commission on ~~October 19, 2022)~~March 30, 2023)

31.1*	Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

31.2*	Certification of Interim Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32.1**	Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

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32.2**	Certification of Interim Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

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*Filed herewith.

**Furnished herewith.

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SIGNATURE

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.


	PGT INNOVATIONS, INC.
	(Registrant)


Date: ~~November 10, 2022~~August 3, 2023	By: /s/ ~~John Kunz~~Craig Henderson
	Name: ~~John Kunz~~Craig Henderson
	Title: ~~Senior~~Interim Chief Financial Officer and Vice President ~~and Chief Financial Officer~~of Corporate Finance

- 5142 -


	Beginning		Acquisition-			Charged								End of
Accrued Warranty	of Period		Related			to Expense		Adjustments			Settlements			Period
(in thousands)
Three months ended October 1, 2022	$	16,151	$	(2,537	)	$	6,880	$	750		$	(5,763	)	$	15,481

Three months ended October 2, 2021	$	9,459	$	347		$	5,706	$	(531	)	$	(5,505	)	$	9,476

Nine months ended October 1, 2022	$	13,504	$	(2,537	)	$	22,872	$	1,263		$	(19,621	)	$	15,481

Nine months ended October 2, 2021	$	8,001	$	536		$	18,015	$	(890	)	$	(16,186	)	$	9,476


	Initial Allocation			Adjustments to Allocation			Final Allocation
Accounts receivable	$	10,803		$	—		$	10,803
Inventories		7,633			(327	)		7,306
Contract assets, net		7,027			—			7,027
Prepaid expenses and other assets		1,626			(954	)		672
Property and equipment		22,800			1,509			24,309
Operating lease right-of-use asset		3,450			14			3,464
Intangible assets		77,800			(5,800	)		72,000
Total assets acquired		131,139			(5,558	)		125,581
Accounts payable		(5,175	)		593			(4,582	)
Accrued and other liabilities		(7,993	)		2,537			(5,456	)
Operating lease liability		(3,450	)		(14	)		(3,464	)
Total liabilities assumed		(16,618	)		3,116			(13,502	)
Net assets acquired		114,521			(2,442	)		112,079
Goodwill		5,596			4,017			9,613
Fair value of consideration transferred	$	120,117		$	1,575		$	121,692

Consideration:
Cash	$	114,196		$	786		$	114,982
Contingent consideration		5,921			789			6,710
Fair value of consideration transferred	$	120,117		$	1,575		$	121,692


								Initial
	Initial		Adjustment to			Preliminary		Useful Life
	Valuation		Valuation			Valuation		(in years)
(in thousands)
Trade name	$	35,400	$	(3,700	)	$	31,700	indefinite
Customer relationships		42,100		(4,300	)		37,800	15
Customer-related backlog		—		2,200			2,200	<1
Developed technology		300		—			300	9

Intangible assets, net	$	77,800	$	(5,800	)	$	72,000


	Three Months Ended			Nine Months Ended
Pro Forma Results (unaudited)	October 2, 2021			October 2, 2021
(in thousands, except per share amounts)	(unaudited)
Net sales	$	329,613		$	939,395

Net income (loss) attributable to common shareholders	$	(3,326	)	$	18,410

Net income (loss) per common share attributable to common shareholders:
Basic	$	(0.06	)	$	0.31
Diluted	$	(0.06	)	$	0.31