United States securities and exchange commission logo
April 29, 2022
John Kunz
Chief Financial Officer
PGT Innovations, Inc.
1070 Technology Drive
North Venice, Florida 34275
Re: PGT Innovations,
Inc.
Form 10-K for the
fiscal year ended January 1, 2022
Filed March 1, 2022
Form 8-K furnished
on February 17, 2022
File No. 001-37971
Dear Mr. Kunz:
We have limited our review of your filing to the financial
statements and related
disclosures and have the following comments. In some of our comments, we
may ask you to
provide us with information so we may better understand your disclosure.
Please respond to these comments within ten business days by
providing the requested
information or advise us as soon as possible when you will respond. If
you do not believe our
comments apply to your facts and circumstances, please tell us why in
your response.
After reviewing your
response to these comments, we may have additional comments.
Form 10-K for the fiscal year ended January 1, 2022
Index to Consolidated Financial Statements, page 44
1. We note that Ernst &
Young LLP has audited your most recent fiscal year ended January
1, 2022 and that KPMG
LLP had audited the two previous years ended January 2, 2021
and December 28, 2019.
Please amend the Form 10-K in its entirety to also include the
auditors' report of
KPMG LLP that covers the period as of January 2, 2021 and for the two
years ended January 2,
2021. Additionally, provide an updated auditor consent to note the
inclusion of such
within your annual report. Refer to Rule 2-02 of Regulation S-X.
Report of Independent Registered Public Accounting Firm, page 45
2. Please have your
independent auditors revise their report to include the required
introductory language,
including the section title "Critical Audit Matters," to immediately
John Kunz
FirstName LastNameJohn Kunz
PGT Innovations, Inc.
Comapany
April NamePGT Innovations, Inc.
29, 2022
April 229, 2022 Page 2
Page
FirstName LastName
precede the critical audit matter discussed in the auditor's report.
Refer to paragraph .15
of PCAOB AS 3101.
Note 5. Acquisitions, page 61
3. Refer to the purchase price allocation tables for the acquisitions of
Anlin Windows
& Doors, NewSouth Window Solutions, and Eco Window Systems. Please
revise the
purchase price allocations to clearly show the recognition and
calculation of goodwill
measured as the excess of the assets acquired over the liabilities
assumed as described in
ASC 805-30-30-1 and as illustrated in ASC 805-10-55-41. We note your
current
presentation includes goodwill within the total assets acquired.
Form 8-K furnished on February 17, 2022
Exhibit 99.1
Financial Highlights for Fourth Quarter and Fiscal Year 2021
4. We note your financial highlights for fourth quarter and fiscal year
2021including fiscal
year adjusted EBITDA. When you present non-GAAP measures, please
include your
comparable GAAP results with equal or greater prominence. Refer to
Item 10(e)(1)(i)(A)
of Regulation S-K and Question 102.10 of the staff s Compliance and
Disclosure
Interpretation on Non-GAAP Financial Measures.
Exhibit 99.2
Reconciliation of GAAP to Non-GAAP Measures
5. We note you reconciliation including run-rate adjusted EBITDA for the
TTM period
ended January 1, 2022 and net debt leverage ratio at January 1, 2022
base on a run-rate
adjusted EBITDA. By definition non-GAAP measures are numerical
measures of
historical or future financial performance, financial position, or
cash flow that exclude
amounts included in, or include amounts excluded from, the most
directly comparable
GAAP measure. As optimization run-rate savings are projections and not
historical results
they do not comply with the definition or related requirements.
Additionally, based on the
related footnote descriptions, these measures appear more akin to pro
forma like amounts
but are not calculated in accordance with Article 11 of Regulation
S-X. We also remind
you that adjustments such as estimated cost savings and synergies do
not comply with
Article 11. Please revise accordingly or advise.
In closing, we remind you that the company and its management are
responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review,
comments, action or
absence of action by the staff.
John Kunz
PGT Innovations, Inc.
April 29, 2022
Page 3
You may contact Beverly Singleton at (202) 551-3328 or Melissa Gilmore at
(202) 551-
3777 with any questions.
FirstName LastNameJohn Kunz Sincerely,
Comapany NamePGT Innovations, Inc.
Division of Corporation
Finance
April 29, 2022 Page 3 Office of Manufacturing
FirstName LastName