avatar PGT Innovations, Inc. Manufacturing

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    20 20 A N N UA L R E P O RT


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    NET SALES (MILLIONS OF DOLLARS) 2016 $459 2017 $511 2018 $698 2019 $745 2020 A N N UA L S A L E S 883M 2020 $883 $ $300.0 $400.0 $500.0 $600.0 $700.0 $800.0 $900.0 This 18-percent net sales growth drove adjusted A D J U S T E D E B I T D A* ( M I L L I O N S O F D O L L A R S ) EBITDA of $150 million. 2016 $77 2017 $86 2018 $127 2019 $128 2020 $150 $0.0 $25.0 $50.0 $75.0 $100.0 $125.0 $150.0 *See page 117 for a reconciliation of this non-GAAP measure to its most comparable GAAP equivalent. D E A R F E L LO W home with their families, so more of their including leveraging our 2020 acquisition of disposable income was allocated to home NewSouth to further develop our direct-to- SHAREHOLDERS, upgrades while they spent less on travel, consumer channel. dining and leisure activities. We expect 2020 WAS AN EXTRAORDINARY YEAR the shift toward working from home will In February 2021, we acquired a 75% ownership in which PGT Innovations achieved record continue over the long term as many large stake in Eco Window Systems, a leading sales despite challenges caused by the national employers and their employees manufacturer of impact-resistant windows COVID-19 pandemic. While our top priority have indicated they support remote work in and doors serving the South Florida region. was the health and safety of our 3,000+ 2021 and beyond. We believe Eco is a very good strategic fit, as team members, we also achieved solid it addresses several objectives in our strategic organic growth on a consolidated basis, While no major storms made a direct hit on framework for profitable growth, including: grew market share and delivered strong our core Florida market in 2020, we believe sales contribution of $94 million from our we benefited nationally from last year’s • Adding vertically integrated glass acquisition of NewSouth Window Solutions record hurricane season. Increased media production; in February 2020. In addition, I am extremely coverage raised consumer awareness of the proud that our employees delivered the • Strengthening our glass supply chain; need for our impact-resistant products. high-quality products and service our • Increasing production capacity; customers expect while focusing on keeping Underpinning these growth drivers is the each other, our families and communities safe. • Expanding product lines in high-growth expectation that the U.S. population will commercial markets, including the continue to shift from colder and higher- 2020 FINANCIAL RESULTS AND 2021 TO DATE tax locations to regions in our footprint, Florida multi-family market; and Strong 2020 sales trends illustrate our including Florida, Arizona and Texas. • Extending our residential footprint in ability to develop innovative product southern Florida. designs, capture the benefit from strategic While all these factors created favorable investments in advertising and marketing, market conditions, our ability to grow In 2020 and 2021 to date, we saw economic and capitalize on the strength of underlying sales and take market share is the result strength in our primary Southeastern market demand in our markets. Ultimately, our of our hard work focused on achieving our in Florida, and we are seeing a rebound in excellent 2020 results also were made possible strategic marketing strategy. To further demand for our Western Windows Systems through our diligent focus on manufacturing increase market awareness of our products, products in our core Western markets of operational excellence. Highlights included: we applied a data-driven approach to California, Arizona and Texas. We expect generate leads and used digital marketing ongoing demand for new home construction • Record sales of $883 million, an increase to capture the attention of our at-home and repair and remodeling to enable us to of 18.5 percent. audience during 2020. generate strong free cash flow. In addition, we believe our capital allocation priorities • Adjusted EBITDA of $150.0 million*, will help us create value over the long term. an increase of 17.2 percent. PGT Innovations has always recognized the importance of having the right talent, These priorities are: • Adjusted diluted EPS of $0.97 *, so we have taken steps to put in place the an increase of 18.3 percent. right team and supporting infrastructure • Internal investment in projects expected to drive corporate builder sales. We believe to result in organic revenue growth • Total liquidity at year-end of $176 and/or improved margins. We are these actions are enabling us to build million, including $100 million in cash, constantly working to strengthen our relationships and develop exclusive and borrowing capacity of $76 million product portfolio by investing in product agreements with production builders and under our credit agreement. development, strategic advertising capture growth in the new construction Several factors drove 2020 demand, and we markets. We also increased our market share and marketing. Additionally, we have believe most of these are long-term trends. with big box retailers during 2020. We continued to invest in automation and People spent considerably more time at continue to target growth in coastal states, operational efficiencies to grow our capacity to meet demand.


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    • Debt reduction to maintain a strong Innovations across our most recently Our aim is to develop inclusive leaders and balance sheet. At the end of 2020, our acquired operations at NewSouth and Eco. an inclusive culture, while also recruiting, ratio of net debt to adjusted EBITDA developing, mentoring, training, and 4. Strategically allocating capital: was 2.1x, at the low end of our target retaining a diverse workforce, including Investments to generate profitable leverage range of 2x to 3x. In early a diverse group of management-level growth and improve shareholder returns 2021, we issued debt to finance the Eco employees. can include internal investments designed acquisition, resulting in pro forma net to drive organic growth and improve debt to adjusted EBITDA of 2.5x. We have Governance operational efficiency and improve margins; a proven track record of deleveraging Our Board of Directors recognizes the paying down debt; and acquiring other after acquisitions and expect to continue importance of corporate governance businesses that we believe will enhance that approach. We believe our balance practices that continually align the shareholder value over the long term. In sheet will remain strong and offer resiliency Company’s leadership with our stockholders, addition, we continually assess our capital despite pandemic-related uncertainties and recently named Mr. Xavier F. Boza to allocation options to optimize our use of and continue to provide us with flexibility our Board as an independent director. cash. to pursue our operational and strategic He has served in senior human resources initiatives. CORPORATE RESPONSIBILITY positions with public companies for more PGT Innovations is committed to making than twenty years, including in his current • Strategic acquisitions when we identify a positive impact on the environment, role as Executive Vice President and Chief unique, value-creating opportunities, including in the communities where our Human Resources Officer at Campbell Soup such as Eco or NewSouth. Past acquisitions customers and employees live and work, Company, Inc. We believe the members of have bolstered our portfolio of strong and we believe our commitment to our Board have the diverse experience, skills residential and commercial brands, environmental responsibility and being a and expertise to provide valuable insight expanded our footprint in coastal areas responsible corporate citizen helps drive and leadership. I look forward to continuing outside our core Florida markets and shareholder value. to partner with the Board as we lead the in new channels, and strengthened our Company through the opportunities and supply chain. As we integrate operations Environmental Sustainability challenges ahead. We believe our enduring and expand our manufacturing expertise, We have undertaken steps to positively commitment to sustainability and corporate we expect to achieve cost synergies that impact the environment, including programs responsibility will help create long-term will enhance profit growth. Over time, that reduce waste and encourage recycling, value for our stakeholders and position our we will continue to look for additional reduce energy consumption, and improve business for success in the future. acquisition opportunities to support the fuel efficiency of our vehicle fleet. Our further expansion into new markets, recent accomplishments include: LOOKING AHEAD new channels and other building product Despite economic cross-currents triggered categories that offer strong growth • Reducing scrap materials by 42% at by changing governmental fiscal policies potential and attractive margins. 2 Florida manufacturing facilities in 2020 and a transition to post-pandemic life in the STRATEGIC PILLARS vs 2017; U.S., we are optimistic we will see growth We remain grounded by our strategic throughout 2021 as COVID-19 vaccines are • Recycling 83% of production scrap rolled out and our markets fully reopen for framework and pillars, which we believe materials we generated during 2020; business. Sales backlog for our Southeast can help us achieve profitable growth as we strive to execute our strategic plan to create • Recycling approximately 20 million business unit has more than doubled since long-term value for shareholders while pounds of materials in 2020, which the end of 2019, reflecting strong customer serving our customers and communities. includes 11 million pounds of glass, nearly orders and increased lead times due to Our pillars are: 6 million pounds of aluminum, and more COVID-19-related manufacturing challenges, than 3 million pounds of vinyl materials; including supply chain disruptions. We expect 1. Customer-centric innovation: We to incrementally increase production in 2021 • Hiring a full-time environmental and reduce lead times to normal levels later expect to invest in R&D and collaborate specialist in 2020 to identify other this year. We also have seen sequential sales with customers to bring products to opportunities to further decrease our improvement at our Western business unit, market that offer the performance and environmental impacts; and including in California, and we expect this value our customers desire. This philosophy has enabled us to anticipate and respond to • Updating our fleet of delivery vehicles momentum to continue. We predict a strong changing builder preferences and retail to add vehicles that utilize the latest new construction market and robust repair trends. In particular, we have gained technologies to reduce emissions and and remodel market throughout 2021. insight into demand trends driving our improve fuel economy. sales in the repair and remodel market We also remain confident about demand as consumers spend more time in their We plan to continue our efforts to improve for our indoor/outdoor living products homes during the pandemic. the energy efficiency of our operations and impact-resistant products across because we believe it is good for our business our markets, which are heavily focused 2. Attracting talent: Our long-term and for the environment. in growing destination states. We are success depends on building and well-positioned with our valuable dealer retaining talented, dedicated employees Employee Safety The safety of our team members is our top network, including dealers we gained with the right skill sets – and helping through our new Eco acquisition. those team members succeed. Recently, priority and an ongoing focus as we work talent has been particularly crucial to drive further improvements in this area. Illustrating this commitment to employee In looking back on 2020 and forward into due to stresses experienced by the U.S. 2021, I must credit PGT Innovations’ labor market throughout the COVID-19 safety is the fact that our 2020 Total Recordable Incident Rate was 2.85, an strongest asset -- its 4,000+ team members pandemic. We work hard to maintain a – for the strong results we achieved. Their safe workplace, and supportive culture improvement of more than 61% since 2017, where employees know they are and further improved to 1.67 during the first exceptional dedication and customer quarter of 2021. service has enabled our Company to grow, appreciated and rewarded. innovate and build support among our 3. Investing in our business: Our goal is to Workforce Diversity and Inclusion supply chain partners despite the ongoing grow our manufacturing capabilities, and Human Capital Management pandemic. We believe our market strength continually improve operations, lower We strive to create an inclusive workplace and differentiated products position operating costs, maintain high quality for all our employees and are committed our Company to successfully pursue our and meet rising demand over the long to having a diverse workforce that is strategic objectives. I thank you for your term. For example, we expended representative of the communities in which support of our Company and look forward considerable effort to enhance operations we operate and sell our products. We currently to providing you with updates during the year. and improve margins at our Western have female executives in several of our Window Systems facility during 2020. senior leadership roles, including the JEFF JACKSON The result has been improving margins, positions of Senior Vice President of Human PRESIDENT AND CHIEF and as we head into 2021, we are in Resources, and President of our NewSouth EXECUTIVE OFFICER a good position to take advantage of business. A variety of perspectives enriches improving demand in the markets our culture, leads to innovative solutions served by Western. We also are deploying for our business, and enables us to better systems and best practices from PGT meet the needs of a diverse customer base.


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    THE PGT I N N O VAT I O N S FA M I LY O F BRANDS A national manufacturer of premium windows and doors whose technically advanced products can withstand some of the toughest weather conditions on earth and are revolutionizing the way people live by unifying indoor and outdoor living spaces. I N V E N T. We offer products and services based on deep understanding of our customers’ total business needs. B U I L D. Our products are customized and made to order. DELIVER. We offer the best total solution, ensuring customer loyalty and willingness to pay.


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    S T R E N G T H B U I L D E R S T R U S T. A LWAY S P R OT E C T I N G FA M I LY. OPENING POSSIBILITIES. EZE PORCH. EZE LIVING. DESIGN BETTER. LIVE BETTER. STRENGTH COMMERCIAL B U I L D E R S T R U S T. MADE IN THE SOUTH, F O R C O A S TA L H O M E S . A C Q U I R E D F E B R UA RY 2021:


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    “ I am honored to lead this great company and proud of our 4,000+ team members whose exceptional service made our growth possible. I am thankful to our customers and supply chain partners for their continued and unwavering support, especially during the current challenges that we will get through together.” JEFF JACKSON, PRESIDENT AND CEO


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    UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K È ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended January 2, 2021 OR ‘ 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. (Exact name of registrant as specified in its charter) Delaware 20-0634715 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 1070 Technology Drive North Venice, Florida 34275 (Address of principal executive offices) (Zip Code) Registrant’s telephone number, including area code: (941) 480-1600 Former name, former address and former fiscal year, if changed since last report: PGT, Inc. 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. Securities registered pursuant to Section 12 (g) of the Act: None Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes È No ‘ Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act. Yes ‘ No È 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 È 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 È No ‘ Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ‘ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or emerging growth company. See definition of “accelerated filer,” “large accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. Large accelerated filer È 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 has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. Yes È No ‘ Indicate by check mark whether the registrant is a shell company (as defined by Rule 12b-2 of the Exchange Act). Yes ‘ No È The aggregate market value of the registrant’s common stock held by non-affiliates of the registrant as of July 2, 2020 was approximately $866,140,391 based on the closing price per share on that date of $15.24 as reported on the New York Stock Exchange. The number of shares of the registrant’s common stock, par value $0.01, outstanding as of February 27, 2021, was 59,415,334. DOCUMENTS INCORPORATED BY REFERENCE Portions of the Company’s Proxy Statement for the Company’s 2021 Annual Meeting of Stockholders are incorporated by reference into Part III of this Form 10-K. The Company’s Proxy Statement will be filed with the Securities and Exchange Commission pursuant to Regulation 14A.


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    PGT Innovations, Inc. Table of Contents to Form 10-K Page PART I Item 1. Business 5 Item 1A. Risk Factors 14 Item 1B. Unresolved Staff Comments 27 Item 2. Properties 28 Item 3. Legal Proceedings 29 Item 4. Mine Safety Disclosures 29 PART II Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities 30 Item 6. Selected Financial Data 32 Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations 33 Item 7A. Quantitative and Qualitative Disclosures About Market Risk 53 Item 8. Financial Statements and Supplementary Data 54 Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 106 Item 9A. Controls and Procedures 106 Item 9B. Other Information 108 PART III Item 10. Directors, Executive Officers and Corporate Governance 109 Item 11. Executive Compensation 109 Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 109 Item 13. Certain Relationships and Related Transactions, and Director Independence 109 Item 14. Principal Accountant Fees and Services 109 PART IV Item 15. Exhibits, Financial Statement Schedules 110 Item 16. 10-K Summary 114 Subsidiaries Consent of KPMG LLP CEO Certificate Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 CFO Certificate Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 CEO Certificate Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 CFO Certificate Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 -2-


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    CAUTIONARY NOTE REGARDING FORWARD LOOKING STATEMENTS From time to time, we have made or will make forward-looking statements within the meaning of Section 21E of the Exchange Act. For those statements we claim the protection of the safe harbor provisions for forward-looking statements contained in such section. Forward-looking statements are not a statement of historical facts but are based on management’s current beliefs, assumptions and expectations regarding our future performance, taking account of the information currently available to management. Forward-looking statements usually can be identified by the use of words such as “goal”, “objective”, “plan”, “expect”, “anticipate”, “intend”, “project”, “believe”, “estimate”, “may”, “could”, or other words of similar meaning. Forward-looking statements provide our current expectations or forecasts of future events, results, circumstances or aspirations. Our disclosures in this Annual Report on Form 10-K (this “Report”) contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. We may also make forward-looking statements in our other documents filed or furnished with the Securities and Exchange Commission and in oral presentations. Forward- looking statements are based on assumptions and by their nature are subject to risks and uncertainties, many of which are outside of our control. Our actual results may differ materially from those set forth in our forward- looking statements. There is no assurance that any list of risks and uncertainties or risk factors is complete. Factors that could cause actual results to differ materially from those described in our forward-looking statements include, but are not limited to: • the ability to successfully integrate the operations of ECO Window Systems and its related entities (collectively, “ECO”), in which we acquired a 75% ownership stake on February 1, 2021, or to complete the integration of NewSouth Window Solutions (“NewSouth”), which we acquired in the first quarter of 2020, into our existing operations and the diversion of management’s attention from ongoing business and regular business responsibilities to effect such integrations; • disruption from our recent or future acquisitions or increased expenses or unanticipated liabilities making it more difficult to maintain relationships with customers or suppliers of acquired businesses; • adverse changes in new home starts and home repair and remodeling trends, 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; • macroeconomic conditions in Florida, where the substantial portion of our sales of impact-resistant products are generated, and in California, Texas, Arizona, Nevada, Colorado, Oregon, Washington and Hawaii, where the substantial portion of the sales of our indoor/outdoor living products are currently generated, and in the U.S. generally; • the impact of the COVID-19 pandemic (the “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, including the products of ECO, in the states where we sell them, and on our customers, suppliers, labor force, business, operations and financial performance; • changes in raw material prices, especially for aluminum, glass and vinyl, including, price increases due to the implementation of tariffs and other trade-related restrictions, or due to materials shortages related to the Pandemic or otherwise; • 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 our acquisition of NewSouth and increased further with our acquisition of a controlling interest in 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 acquisitions of ECO, NewSouth Window Solutions and Western Window Systems; • our level of indebtedness, which increased in connection with our acquisition of Western Window Systems and NewSouth Window Solutions, and will increase further in connection with our acquisition of ECO; -3-


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    • increases in bad debt 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 debt; • the risks that the anticipated cost savings, synergies, revenue enhancement strategies and other benefits expected from our acquisitions of ECO and NewSouth Window Solutions and Western Window Systems 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 with our acquisition of NewSouth, whose production facility is located in Tampa, Florida, and increased further with our acquisition of a controlling interest in ECO, whose facilities are also located in Florida, where most of our other facilities, including all of our facilities that manufacture impact-resistant products, are located; • sales fluctuations to and changes in our relationships with key customers; • federal, state and local laws and regulations, including unfavorable changes in local building codes and environmental and energy code regulations; • risks associated with our information technology systems, including cybersecurity-related risks, such as unauthorized intrusions into our systems by “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 the acquisitions of ECO, NewSouth and Window Solutions, 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 we acquired it; and • the other risks and uncertainties discussed under “Risk Factors” in Part I, Item 1A of this Annual Report on Form 10-K for the year ended January 2, 2021. Statements in this Report that are forward-looking statements include, without limitation, our expectations regarding: (1) the expected impact of the Pandemic on our businesses and operations, including on demand for our products, order entry, sales, our ability to timely manufacture our products, our supply chain for materials and on our labor force and labor availability; (2) demand for our products going forward, including the demand for our impact-resistant products, including the products of NewSouth and ECO, and the products of Western Window Systems; (3) our market position and the positioning of our brands; (4) our product innovation; (5) our ability to adjust our operations, sales and other business activities and functions to respond to changes in customer demand, including resulting changes in product mix; (6) our ability to continue to achieve manufacturing and operational efficiencies, including with respect to labor costs; (7) our manufacturing capacity; (8) the economy, and single family housing starts in particular, in the state of Florida and in the states in the western United States, including California; (9) materials costs, including with respect to aluminum; (9) the Company’s ability to continue to grow its sales and earnings going forward; (10) our ability to position ourselves as a national leader in the premium window and door market, and our performance in that market; (11) our ability to identify and complete operational and strategic initiatives in the future, and the results of any such initiatives; and (12) our forecasted financial and operational performance for our 2021 fiscal year, including with respect to revenue, gross profit and gross margins, SG&A, income tax expense, interest expense and liquidity and capital resources for 2021. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this Report. Except as required by law, we undertake no obligation to update these forward-looking statements to reflect subsequent events or circumstances after the date of this Report. -4-


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    PART I Item 1. BUSINESS Our Company PGT Innovations, Inc. (“we,” “us,” “our,” “PGTI” or the “Company”) manufactures and supplies premium windows and doors. Its impact-resistant products can withstand some of the toughest weather conditions on earth and, with its Western Window Systems (“WWS”) product lines, unify indoor/outdoor living spaces. We strive to create value through deep customer relationships, understanding the needs of the markets we serve, and a drive to develop category-defining products. We believe we are one of the nation’s largest manufacturers of impact- resistant windows and doors and hold leadership positions in our primary markets. We manufacture diverse lines of products, intended to appeal to different segments of the market, at different price-points, including high-end, luxury, premium and mass-custom fully customizable aluminum and vinyl windows and doors and porch enclosure products, targeting both the residential repair and remodeling and new construction end markets. We market our impact-resistant products under four recognized brands: PGT® Custom Windows & Doors, CGI® Windows and Doors, WinDoor®, NewSouth Window Solutions®, and, following the completion of our acquisition of a 75% ownership stake in ECO effective February 1, 2021, the ECO brands as well. We believe all of these brands are positively associated with service, performance, quality, durability and energy efficiency. We also market a line of window and door products designed to unify indoor/outdoor living spaces under the Western Window Systems® brands, which we believe are associated with innovation, quality, durability and energy efficiency in the indoor/outdoor living space markets. Many of these brands have been added to our portfolio through the acquisitions described below. • On September 22, 2014, we acquired CGI, an innovator in impact-resistant product craftsmanship, strength and style that is recognized and respected in the architect community. • On February 16, 2016, we completed the acquisition of WinDoor, a provider of high-performance, impact-resistant windows and doors to five-star resorts, luxury condominiums, high-rise multi-family buildings, hotels and custom high-end single-family homes. • On September 6, 2016, we acquired an established fabricator of impact-resistant storefront window and door products, US Impact Systems, Inc. (“USI”), and announced the formation of CGI Commercial, Inc. (“CGIC”), the brand and company through which we sell the former USI products. • On August 13, 2018, we completed the acquisition of Western Window Systems (the “WWS Acquisition”), an award-winning designer and manufacturer of premium contemporary doors and window systems with a focus on unifying indoor/outdoor living spaces. The WWS Acquisition has increased and diversified our product offerings and enabled us to expand beyond our previous geographically focused portfolio of primarily impact-resistant products. • On February 1, 2020, we completed the acquisition of NewSouth ( the “NewSouth Acquisition”). NewSouth is a manufacturer and installer of factory-direct, energy-efficient windows and doors, including both impact-resistant and non-impact residential products. NewSouth has nine retail showrooms in several locations throughout Florida, with additional showrooms in Charleston, South Carolina and Houston, Texas. The fair value of consideration transferred in the acquisition was $90.4 million. The acquisition was financed with proceeds of $53.2 million from the add-on issuance of $50.0 million in 6.75% 2018 Senior Notes due 2026 (“First Additional Senior Notes”), including a premium of $3.2 million, and with $37.2 million in cash, including a post-closing adjustment owed to sellers of $0.2 million, which was paid during the third quarter of 2020. • On February 1, 2021, we completed our previously announced acquisition of 75% of the outstanding equity interests of New ECO Windows Holding, LLC (“New Holding”), a Delaware limited liability company newly formed for the purposes of facilitating the acquisition of 100% of the equity interests of ECO Window Systems, LLC, a Florida limited liability company, ECO Glass Production Inc., a Florida corporation and Unity Windows Inc., a Florida corporation (collectively, “ECO”), for fair value -5-


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    consideration of $108.0 million, including $100.0 million in cash, and $8.0 million in PGT Innovations, Inc. common stock (the “ECO Acquisition”). 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% 2018 Senior Notes due 2026 on January 25, 2021 (the “Second Additional Senior Notes”), issued at 105.5% of their principal amount, resulting in a premium to us of $3.3 million, together with cash in hand of $36.7 million. The common stock portion of the purchase price was represented by the issuance to the ECO seller of 357,797 shares of PGT Innovations, Inc. common stock on February 1, 2021, with a closing price value on such date of $22.36 per share. Those shares are restricted from being sold for a three-year period beginning on February 1, 2021. 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, and has three manufacturing locations in the region. Our impact-resistant products combine heavy-duty aluminum or vinyl frames with laminated glass to ensure structural integrity, which provides protection from wind-driven projectiles of all sizes and other debris during a storm. Our impact-resistant products substantially reduce the likelihood of penetration by impacting projectiles, protecting people and property, while providing expansive, unblocked exterior views that other forms of protection, such as shutters or wood coverings, do not provide. Our impact-resistant products also offer many other benefits, including: (1) abatement of sound to substantially decrease outside noise, including during hurricanes; (2) protection against the damaging effects of ultra-violet light; (3) reduction of energy loss due to changing external temperatures; and (4) energy efficiency that can significantly reduce cooling and heating costs, as evidenced by the energy ratings our products have received. These impact-resistant products satisfy the nation’s most stringent building codes in hurricane-prone coastal states and provide an attractive alternative to shutters and other “active” forms of hurricane protection that require installation and removal before and after each storm. We also manufacture vinyl porch and patio enclosure products that are designed to allow air flow while protecting against inclement weather, making outdoor spaces more inviting. The addition of Western Window Systems (“WWS”) to our family of brands expanded our portfolio of offerings and our geographical footprint and added award-winning and innovative products that combine performance and quality with clean, functional designs. Its products are designed for strength, easy integration into a variety of spaces, smooth operation and are tested for durability. The acquisition of NewSouth has supported our diversification into growing segments in the window and door industry, by enabling us to enter the direct-to-consumer channel, where NewSouth is a market leader in Florida. NewSouth’s direct-to-consumer model is supported by its showrooms and in-home sales. With the addition of NewSouth, we continued our strategy of growing in geographic areas outside of our core markets, with showroom openings planned for northern Florida and coastal states in the South. NewSouth has recently opened new showrooms in Pensacola, Florida, Charleston, South Carolina and Houston, Texas, with plans to open a location in New Orleans, Louisiana in the near future. The acquisition of ECO is expected to extend our residential market footprint with what we believe will be minimal overlap with our existing network of dealers, as most of ECO’s dealer-customers have not historically been our customers. ECO’s product offerings in the commercial market are expected to provide us with added product and customer diversification in that space, which we believe will be a high-growth market in future periods. By adding ECO’s glass manufacturing capabilities to our operations, we will expand our glass production capabilities and capacity and expect to strengthen and gain more control of our supply chain for glass. We believe our leading market position for impact-resistant products is derived from our broad and high- quality product offerings, continuous innovation, well-recognized brands, strong customer relationships, technical capabilities, customer care and extensive knowledge of and involvement in developments regarding hurricane-protection building codes and testing protocols. With approximately 3,500 employees (as of January 2, 2021) at our various manufacturing facilities located in North Venice, Tampa and Hialeah and Medley, Florida, and Phoenix, Arizona, our vertically integrated -6-


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    manufacturing capabilities include in-house glass cutting, tempering, laminating and insulating capabilities, which provide us with a consistent source of specialized glass, shorter lead times, lower costs relative to third- party sourcing and an overall more efficient production process. Additionally, our manufacturing process relies on just-in-time delivery of raw materials and components as well as synchronous flow to promote labor efficiency and throughput, allowing us to more consistently fulfill orders on-time for our valued customers. The geographic regions in which we currently conduct business include the Southeastern U.S., Western U.S., Gulf Coast, Coastal mid-Atlantic, the Caribbean, Central America and Canada. We distribute our products through multiple channels, including approximately 2,000 independently-owned dealers and distributors, national building supply distributors, the in-home sales/custom order divisions of major U.S. home building and improvement supply retailers and, with our acquisition of NewSouth, the direct-to-consumer channel. We believe this broad distribution network provides us with the flexibility to meet demand as it shifts between the repair and remodel and residential and commercial new construction end markets. History PGT Innovations, Inc. is a Delaware corporation. We were formed on December 16, 2003 as PGT, Inc. and operate our business through our various subsidiaries, PGT Industries, Inc., a Florida corporation, which was founded in 1980 as Vinyl Tech, Inc. On June 27, 2006, we became a publicly listed company on the NASDAQ Global Market (NASDAQ) under the symbol “PGTI”. We changed our name to PGT Innovations, Inc. which we announced on December 14, 2016. Effective on December 28, 2016, the listing of the Company’s common stock was transferred to the New York Stock Exchange (NYSE) and our common stock began trading on the NYSE under our existing ticker symbol of “PGTI”. Industry Segments We operate as two segments based on geography: the Southeast segment, and the Western segment. See Note 20 to the Financial Statements in Item 8 for more information. Our Products PGT Custom Windows & Doors WinGuard. WinGuard is an impact-resistant product line that combines heavy-duty aluminum or vinyl frames with laminated glass to provide protection from hurricane-force winds and wind-borne debris and satisfies increasingly stringent building codes. Our marketing and sales of the WinGuard product line are primarily targeted to hurricane-prone coastal states in the U.S., as well as the Caribbean and Central America. Combining the impact resistance of WinGuard with insulating glass creates energy efficient windows that can significantly reduce cooling and heating costs. Our “WinGuard Vinyl” line of windows and doors is designed to offer some of the highest design pressures available on impact-resistant windows and doors, in a modern profile, with larger sizes that satisfy the most stringent hurricane codes in the country. It protects against flying debris, intruders, outside noise and UV rays. EnergyVue. EnergyVue is our non-impact-resistant vinyl window featuring energy-efficient insulating glass and multi-chambered frames that meet or exceed ENERGY STAR® standards in all climate zones to help consumers save on energy costs. Its new design has a refined modern profile and robust construction and is offered in larger sizes and higher design pressures, multiple frame colors, and a variety of hardware finishes, glass tints, grid styles and patterns. Aluminum. We offer a complete line of fully customizable, non-impact-resistant aluminum frame windows and doors. These products primarily target regions with warmer climates, where aluminum is often preferred due to its ability to withstand higher structural loads. Adding insulating glass creates energy-efficient windows that can significantly reduce cooling and heating costs. -7-


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    Eze-Breeze. Eze-Breeze non-glass vertical and horizontal sliding panels for porch enclosures are vinyl-glazed, aluminum-framed products used for enclosing screened-in porches that provide protection from inclement weather. CGI and CGI Commercial Sentinel. Sentinel is a complete line of aluminum impact-resistant windows and doors from CGI that provides quality craftsmanship, energy efficiency and durability at an affordable price point. Sentinel windows and doors are designed and manufactured with the objectives of enhancing home aesthetics, while delivering protection from hurricane winds and wind-borne debris. Sentinel is custom manufactured to exact sizes within our wide range of design parameters, therefore, reducing on-site construction costs. In addition, Sentinel’s frame depth is designed for both new construction and replacement applications, resulting in faster, less intrusive installations. Targa. Targa is CGI’s line of vinyl, energy-efficient, impact-resistant windows designed specifically to exceed the Florida impact codes, which are the most stringent impact standards in the U.S. Targa windows are designed with the objective of enhancing the aesthetics of a home, are relatively low maintenance, with long-term durability, and environmental compatibility. Sparta. Sparta is CGI’s line of aluminum impact-resistant windows and doors that are offered at relatively lower price points, and that meet Florida’s impact codes. Commercial Storefront System. Our Commercial Storefront window system and entry doors are engineered to provide a flexible yet economical solution for a variety of applications. Our system is designed with the goal of providing easy fabrication and assembly, while also reducing installation time and challenges. WinDoor WinDoor’s products carry the WinDoor® brand and carry various product names, including its 3000 and 4000 Series aluminum windows, its 6000, 7000 and 8000 Series aluminum sliding glass doors, and its 9000 Series thermally broken windows and doors. Aluminum Doors and Windows. WinDoor produces a wide array of high-end, luxury aluminum doors and windows, including impact and non-impact sliding glass doors and terrace doors, fixed picture windows, single hung windows, and horizontal rolling windows. All of WinDoor’s aluminum windows are available in impact and non-impact versions and meet or exceed ENERGY STAR® standards in all climate zones. Thermally Broken Doors and Windows. WinDoor produces a variety of aluminum thermally broken doors and windows. WinDoor’s thermally broken products provide the strength of aluminum with the energy ratings usually seen in only vinyl products. All of WinDoor’s thermally broken products are available in multiple shapes and sizes, have earned high performance ratings on impact and non-impact certifications, and meet or exceed ENERGY STAR® standards in all climate zones. Estate by WinDoor. Formerly part of CGI, our Estate Collection of windows and doors is one of WinDoor’s premium aluminum impact-resistant product line. These windows and doors can be found in high-end homes, resorts and hotels, and in schools and office buildings. Our Estate Collection combines protection against hurricane force damage with architectural-grade quality, handcrafted details and modern engineering. These windows and doors protect and insulate against hurricane winds and wind-driven debris, outside noise, and offer UV protection. Estate’s aluminum frames are thicker than many of our competitors’ frames, making it a preferable choice for consumers in coastal areas prone to hurricanes. Western Window Systems WWS’s products are non-impact products, and include both customized products for its custom sales channel, and standard products for its volume, production builder, sales channel, and carry the Western -8-


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    Windows Systems® brand under three product categories of the Classic Line, Performance Line, and the Simulated Steel Line. Classic Line. WWS’s Classic Line is a portfolio of high-quality, disappearing glass walls and windows that combine exceptional performance with clean design. The products of the Classic Line include fixed and operating windows, as well as sliding, folding and hinged doors. Sales of the Classic Line products are focused on the volume/production builder market in relatively temperate areas in the Western United States. Performance Line. The Performance Line by WWS is a family of moving glass walls and windows engineered to satisfy its customers’ energy and structural requirements, while promoting a contemporary, modern architectural design. The Performance Line has broad thermal capabilities that allow this luxury line of products to satisfy all energy codes throughout the United States. Simulated Steel Line. The Simulated Steel Line by WWS is a portfolio of thermally-broken, aluminum moving glass walls and windows that look like steel but are far more affordable. This portfolio of products embodies WWS’s nearly 60 years of advancements in door and window design, and we believe exhibits luxury and refinement. The Simulated Steel Line has clean, narrow profiles which gives the glass components of the products a prominent positioning, while maximizing natural light. NewSouth Windows and Doors. NewSouth manufactures a wide array of single-hung, double-hung, sliding, picture and visually appealing shaped vinyl windows which are durable and energy-efficient. NewSouth also manufactures durable and attractive patio and entry doors which we believe enhance safety and improve the appearance of entry spaces. Installation. NewSouth provides quality installation of its windows and doors through an experienced group of installation services companies who are subcontracted to install its products. ECO Window Systems ECO manufactures impact resistant windows and doors which are engineered to meet the toughest standards in the industry at the best price while ensuring the durability, elegance, and safety of all products for both the commercial and residential markets. Windows and Doors. ECO manufactures a wide array of aluminum single-hung, horizontal rolling, fixed, and casement windows which are all impact resistant. ECO also manufactures several varieties of aluminum, impact-resistant patio and entry doors such as French, sliding, garage, bi-fold, and pivot which we believe complement the existing product lines offered by PGT Custom Windows & Doors and CGI Windows and Doors. Glass production. ECO produces its own processed glass products, which supplies all of its window and door manufacturing operations’ requirements for glass. ECO also sells glass to third-party customers. We believe ECO’s glass production capacity will allow further incremental vertical integration of the production of certain of our other product lines, enabling us to strengthen and gain more control of our supply chain for glass. Sales and Marketing Our sales strategy primarily focuses on attracting and retaining distributors and dealers by striving to consistently provide exceptional customer service, leading product designs and quality, through our knowledge of building code requirements and technical expertise, and competitive pricing. We also market our products to national and regional homebuilders, who then purchase our products from dealers and distributors. With our acquisition of NewSouth in February 2020, our sales strategy also focuses on direct-to-consumer sales for the types of jobs and customers that our dealers historically have not targeted or serviced. We believe our acquisition -9-


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    of a controlling ownership stake in ECO will provide us with more product offerings and customer relationships in the commercial market, which we believe will be a high growth market in future periods. Starting in 2020, ECO launched an initiative to sell quality, impact-resistant window and door products to multi-unit residential and mixed-use commercial projects and has successfully secured a number of supply agreements for such projects. Our marketing strategy is designed to reinforce our views regarding the quality and benefits of our products and focuses on both coastal and inland markets. We support our customers through print and web-based advertising, consumer, dealer, and builder promotions, and selling and collateral materials. We also work with our dealers and distributors to educate architects, building officials, consumers and homebuilders on the advantages of using impact-resistant and energy-efficient products. We market our products based on our expectations of quality, building code compliance, outstanding service, shorter lead times, and on-time delivery using our fleet of trucks and trailers. Our Customers We have a highly diversified base of approximately 2,000 window distributors, building supply distributors, window replacement dealers and enclosure contractors. This number excludes the distributor network of ECO, which we believe has minimal overlap with our existing dealer network. ECO sells its broad selection of aluminum, impact-resistant windows and doors to a network of approximately 200 dealers and distributors. In 2020, our largest customer accounted for approximately 4% of net sales and our top ten customers accounted for approximately 20% of net sales. Our sales are driven by residential new construction and home repair and remodel end markets, which represented approximately 46% and 54% of our sales, respectively, during 2020. This compares to 49% and 51%, respectively, in 2019. The increase in the percentage of our sales made to the repair and remodel market in 2020 is driven by the addition of the sales of NewSouth in 2020, the substantial majority of whose sales are into the home repair and remodel end market. Before the NewSouth Acquisition, we did not supply our products directly to homebuilders but believe demand for our products is also a function of our strong relationships with certain national homebuilders. With the acquisition of NewSouth, we sell direct to the end customer. Although we do not sell our products directly to national homebuilders, we believe demand for our products is also a function of our strong relationships with certain national homebuilders, for both our impact resistant products, and also for our WWS products, which are designed to unify indoor-outdoor living spaces. Materials, Inventory and Supplier Relationships Our primary manufacturing materials include aluminum and vinyl extrusions, glass, ionoplast, and polyvinyl butyral. Although in many instances we have agreements with our suppliers, these agreements are generally terminable by either party on limited notice. While most of our materials are typically available from other sources, transitioning to alternative sources would require us to complete testing and certifications related to impact-resistance and for the alternative source of supply to create the customized equipment and tooling necessary to provide the materials and components to us. Therefore, our goal is to develop and maintain lasting relationships with our material suppliers. Glass, which includes sheet glass and finished glass, which we sourced from three major national suppliers in 2020, represented approximately 43% of our material purchases during 2020. Aluminum and vinyl extrusions accounted for approximately 35% of our material purchases during 2020. Polyvinyl butyral and ionoplast, which are both used as inner layer in laminated glass, typically accounts for approximately 5% of our material purchases. The remainder of our material purchases in 2020 are primarily composed of hardware and indirect materials used in the manufacturing process. - 10 -


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    Our inventory consists principally of raw materials purchased for the manufacture of our products and limited finished goods inventory as the majority of our products are custom, made-to-order products. Our inventory levels are more closely aligned with our number of product offerings rather than our level of sales. We have maintained our inventory level to have (i) raw materials required to support new product launches; (ii) a sufficient level of safety stock on certain items to ensure an adequate supply of material in the event of a sudden increase in demand and given our short lead-times; and (iii) adequate lead times for raw materials purchased from overseas suppliers in bulk supply. As discussed below in the section titled ‘Backlog”, at the end of 2020, as compared to the end of 2019, our backlog of sales orders has increased significantly. We define backlog as orders that we have received and have accepted from customers, but that have not yet shipped. The majority of this increase is a result of an increased level of order entry during the second half of 2020. However, during 2020, our ability to obtain adequate supplies of glass for our manufacturing processes was disrupted by what we think were the impacts of the Pandemic on our glass supply chain partners, which ultimately resulted in an increase in our lead times to our customers. Although we have good relations with our glass supply chain partners, because of this disruption we determined to gain more control over our supply chain for glass. ECO’s vertically integrated operations includes a glass manufacturing division which supplies all of the impact-resistant glass used in ECO’s window and door products. In addition, ECO’s glass division sells laminated glass products to other companies, including to us, as an additional source of revenue. We believe that our investment in ECO will secure a high-quality, dependable supply of glass for our operations, as ECO has historically been a significant source of our glass needs. Backlog Our backlog was $199.5 million as of January 2, 2021, and $67.0 million as of December 28, 2019. Our backlog as of January 2, 2021 included $45.0 million relating to NewSouth. Our backlog consists of orders that we have received from customers that have not yet shipped. The majority of this increase in backlog resulted from an increased level of order entries during the second half of 2020, but also due to disruptions in our supply chain for certain materials, primarily glass and aluminum extrusions, which slowed our production speed and increased our lead times. We believe that our acquisition of a 75% ownership stake in ECO, which was one of our glass suppliers before that acquisition, will help mitigate the unfavorable impacts of any future disruptions in our glass supply chain, by providing us with a high-quality, dependable supply of glass for a portion of our operations. In addition, we are in the process of evaluating possible relationships with additional suppliers to mitigate the unfavorable impacts of any future disruptions in our supply chain for those materials. We expect that a significant portion of our current backlog will be recognized as sales in the first quarter of 2021, due in part to our lead times, which typically range from one to five weeks, but which have increased as a result of heightened demand, especially in our Southeast markets, but also due to the previously discussed supply chain disruptions. As of the end of 2020, our lead times had increased to an average of approximately eight weeks. Intellectual Property We own and have registered trademarks in the U.S. In addition, we own several patents and patent applications concerning various aspects of window assembly and related processes. We are not aware of any circumstances that would have a material adverse effect on our ability to use our trademarks and patents. If we continue to renew our trademarks when necessary, the trademark protection provided by them is perpetual. Manufacturing Our manufacturing facilities are in Florida, where we produce customized impact-resistant and non-impact products, and in Arizona, where we produce customized non-impact products for the custom channel of our WWS brand, and standard products for its volume channel. The manufacturing process for our PGT Custom - 11 -


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    Windows & Doors products typically begins in our glass plant in North Venice, Florida, where we cut, temper, laminate, and insulate sheet glass to meet specific requirements of our customers, although our Hialeah (CGI), and Tampa (NewSouth), Florida facilities and our Phoenix, Arizona (WWS) facility primarily source their glass needs from external suppliers. As discussed in the section titled “Materials, Inventory and Supplier Relationships” above, we believe that our acquisition of a controlling ownership interest in ECO, which was one of our glass suppliers before that acquisition, will provide us with a high-quality, dependable supply of glass for a portion of our operations.. Glass is transported to our window and door assembly lines in a make-to-order sequence where it is combined with an aluminum or vinyl frame. These frames are also fabricated to order. We start with a piece of extruded material which is cut and shaped into a frame that fits the customers’ specifications. Once complete, product is immediately staged for delivery and generally shipped on our trucking fleet or with contracted carriers within 48 hours of completion. Competition The window and door industry is highly fragmented, and the competitive landscape is based on geography. The competition falls into the following categories. Local and Regional Window and Door Manufacturers: This group of competitors consists of numerous local job shops and small manufacturing facilities that tend to focus on selling products to local or regional dealers and wholesalers. Competitors in this group typically lack marketing support and the service levels and quality controls demanded by larger customers, as well as the ability to offer a full complement of products. National Window and Door Manufacturers: This group of competitors tends to focus on selling branded products nationally to dealers and wholesalers and has multiple locations. International Window and Door Manufacturers: This group of competitors consists of non-U.S. companies that have created entities and established manufacturing operations within Florida and have an increasing presence in the South Florida region as suppliers of windows and doors, primarily for high-rise buildings. Active Protection: This group of competitors consists of manufacturers that produce shutters and plywood, both of which are used to actively protect openings. Our impact-resistant windows and doors represent passive protection, meaning, once installed, no activity is required to protect a home from storm related hazards. The principal methods of competition in the window and door industry are the development of long-term relationships with window and door dealers and distributors, and the retention of customers by delivering a full range of high-quality products in a timely manner, while offering competitive pricing and flexibility in transaction processing. Trade professionals such as contractors, homebuilders, architects and engineers also engage in direct interaction with manufacturers and look to the manufacturer for training and education related to products and codes. We believe our position as one of the leaders in the U.S. impact-resistant window and door market, and the innovative designs and quality of our products, position us well to meet the needs of our customers. Environmental Considerations 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, and we believe that our facilities are in material compliance with such laws and regulations. Human Capital Management Employees. As of the end of 2020, we employed approximately 3,500 people, none of whom were represented by a collective bargaining unit. We believe we have good relations with our employees. - 12 -


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    Employee Safety. The safety of our team members is our top priority, and we have taken significant steps in recent years to drive improvements in this area. Some of these safety initiatives we have taken, include: • Increasing the size, experience and other qualifications of our environment, health and safety, or “E&HS”, staff; • Adopting an incident management system that records workplace injuries based on type and other classifications to provide the data to drive targeted corrective and preventative actions to address and mitigate actual and potential causes of injuries; • Implementing a “Serious Six” OSHA compliance training program; • Implementing ergonomics-related safety improvements, using an experience and risk-based approach to prioritize those improvements; • Partnering with vendors to obtain high quality personal protective equipment and related training on how to appropriately utilize that equipment; • Increasing virtual workplace safety training, in addition to in-person training, when feasible, in response to the COVID-19 Pandemic, designed to drive workplace safety awareness through all levels of the organization; • Training team members to identify and quickly address potentially unsafe activities and practices; • Implementing a team member EH&S recognition and rewards program; and • Increasing the frequency, number and types of internal workplace safety audits, inspections and walk- throughs conducted by the Company’s EH&S staff. Labor Practices and Human Rights. All of our employees earn more than the federal minimum wage and we believe our hourly wages are competitive with the local communities in which our facilities operate. The average hourly wage, excluding incentive compensation, of a full-time hourly employee of the Company was approximately $16.26 as of January 2, 2021, as compared to $15.58 as of December 28, 2019, with approximately one-half of those hourly employees earning an average hourly wage of $15 or more. The average total compensation, including incentive compensation and benefits, for a full-time hourly employee of our Company in 2020 was $39,000. We strive to help our employees maintain job stability, so they are encouraged to stay with the Company and positioned to grow their skills and knowledge on the job. The 2020 annualized voluntary turnover rate in our workforce generally was flat as compared to 2019. In an effort to reduce employee turnover, we engage in annual surveys with employees, we maintain an open-door policy that enables us to help identify any issues before they cause an employee to leave the Company, and we review exit interview data, hotline calls and root cause analysis to help deter turnover. We also assign dedicated Company human resources representatives to each department so that we can better monitor employee morale within each department. Workforce Diversity and Inclusion. We believe in being an inclusive workplace for all of our employees and are committed to having a diverse workforce that is representative of the communities in which we operate and sell our products. A variety of perspectives enriches our culture, leads to innovative solutions for our business and enables us to better meet the needs of a diverse customer base and reflects the communities we serve. Our aim is to develop inclusive leaders and an inclusive culture, while also recruiting, developing, mentoring, training, and retaining a diverse workforce, including a diverse group of management-level employees. We have had or currently have female executives in several of our senior leadership roles, including the positions of Senior Vice President and Chief Financial Officer, Senior Vice President of Human Resources, and Chief Marketing Officer for our Southeastern Business Unit. Our diversity and inclusion initiatives include: • PGT Innovations Leading Ladies, a program designed to identify, develop and mentor female employees who have demonstrated potential for serving as leaders within our organization; - 13 -


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    • Annual Diversity & Inclusion Training; and • Dale Carnegie, a program that helps our managers understand how to appreciate, respect and value individual differences and behaviors. Benefits and Well-Being. We believe in offering career opportunities, resources, programs, and tools to help employees grow and develop, as well as competitive wages and benefits to retain them. Our efforts in these areas include: • Offering platforms, including on-line and in-person professional growth and development training, to help employees develop their skills and grow their careers at the Company; • Providing management development training to all of our management-level employees in 2020, including compliance, ethics and leadership training; • Providing employees with recurring training on critical issues such as safety and security, compliance, ethics and integrity and information security; • Gathering engagement feedback from our employees on a regular basis and responding to that feedback in a variety of ways including personal, one-on-one interactions, team meetings, leadership communications, and town hall meetings with employees, led by senior executives; • Offering a tuition reimbursement program that provides eligible employees up to $50,000 lifetime for courses related to current or future roles at the Company; • Offering health benefits for all eligible employees, including our eligible hourly employees; • Providing confidential counseling for employees through our Employee Assistance Program; • Providing paid time off to eligible employees; • Matching employees’ 401(k) plan contributions of up to 3% of eligible pay after one year of service; • Offering an employee stock purchase program for eligible employees; and • Providing a Company-subsidized childcare center for the employees of our Venice, Florida facility, which is our largest location. AVAILABLE INFORMATION Our Internet address is www.pgtinnovations.com. Through our Internet website under “Financial Information” in the Investors section, we make available free of charge, as soon as reasonably practical after such information has been filed with the SEC, our annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and amendments to those reports filed pursuant to Section 13(a) or 15(d) of the Securities Exchange Act. Also available through our Internet website under “Corporate Governance” in the Investors section is our Code of Business Conduct and Ethics. We are not including this or any other information on our website as a part of, nor incorporating it by reference into this Form 10-K, or any of our other SEC filings. The SEC maintains an Internet site that contains our reports, proxy and information statements, and other information that we file electronically with the SEC at www.sec.gov. Item 1A. RISK FACTORS The risk factors included herein are grouped into risks related to: • the COVID-19 pandemic; • Our Business Operations; • Demand for Our Products; - 14 -


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    • Acquisitions; • Our Indebtedness; • Information Systems and Intellectual Property; and • Warranty, Legal and Regulatory Matters Moreover, other factors may adversely affect our results of operations, including potential liability under environmental and other laws and other unforeseen events, many of which are discussed elsewhere in the following risk factors. Any or all of these factors could materially adversely affect our results of operations. Risks Related to the COVID-19 pandemic The COVID-19 pandemic has had, and is expected to continue to have, among other risks, an adverse effect on our business, results of operations, and financial condition. 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 has resulted in a significant number of infections, hospitalizations and deaths in several of our key markets, including Arizona, California, Florida and Texas. The Pandemic has significantly affected economic conditions in those markets, and in the United States in general, and internationally, including due to federal, state and local governments and employers reacting to the public health crisis with mitigation measures, and also due to the general fear and uncertainty created by the Pandemic, all of which has resulted in workforce, supply chain and production disruptions, along with reduced demand and spending in many industries and markets, including in our core markets in the western United States (“U.S.”), creating significant uncertainties in the U.S. economy. Although many of the government-mandated restrictions on economic and social activities that were put in place as part of the initial response to the Pandemic have been lifted, and vaccines with high degrees of efficacy have been approved, with others pending approval, by the United States Food and Drug Administration, it is still currently unclear when, or if, social, business, occupational, educational and economic conditions will return to pre-Pandemic conditions. The extent to which the continuing circumstances around the Pandemic could affect our future business, operations and financial results will depend upon numerous evolving factors that we are not able to accurately predict, including the timing of any relief that may come from the current program of nationwide vaccinations and its effect on the duration of the continuing economic and market disruptions related to the Pandemic, and whether such vaccines are effective against any new variants of coronavirus, and the nature, amounts and duration of any additional government stimulus measures designed to bolster the economy. The Pandemic has had, and may continue to have, an unfavorable impact on our business, results of operations, and financial condition, among other risks, and the full extent, nature and timing of such impacts cannot be predicted at this time. As new developments regarding the virus continually unfold in the United States and globally, our business, results of operations and financial condition may be materially and adversely affected. Furthermore, there has been significant volatility in U.S. equity markets which may have indirectly been caused by the Pandemic. The price and trading volume of the Company’s common stock has similarly experienced significant fluctuations, which may continue until more normalized business conditions return. In addition, if the Pandemic and its adverse economic effects create disruptions or turmoil in the credit markets, it could adversely affect our ability to access capital on favorable terms, or at all, and continue to meet our liquidity needs, all of which cannot be predicted. We also cannot predict the impact that the Pandemic will have on third parties critical to our success, such as: (1) the builders, dealers, distributors and homeowners to whom we sell our products, and (2) the suppliers who provide us with the materials necessary for us to manufacture our products, some of whom have experienced their own business and operational disruptions as a result of the Pandemic, including facility or location closures, reduced hours of operations and/or labor shortages, which has resulted in interruptions to our supply chain for materials, including certain glass and aluminum extrusions in particular. There can be no assurance that we will - 15 -


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    not experience significant disruptions or delays of production and delivery of materials and products in our supply chain, including for example, due to the inability of our suppliers to find adequate labor resources and/or future government actions that may require one or more of our suppliers to temporarily close or dramatically reduce its operations for extended periods of time, or due to voluntary actions by those suppliers, as part of an effort to control the spread of the Pandemic. In addition, we and certain of our suppliers have found it more challenging to obtain the labor necessary to manufacture our and their products in a timely manner, and we believe that challenge is due in part to the government stimulus payments and supplemental unemployment benefits provided earlier in the year. Any additional stimulus payments or supplemental unemployment benefits could result in a continuation of that challenge, which may increase the amount of time it takes us and our suppliers to manufacture and deliver products, which could result in significant delays in and interruptions to our ability to manufacture and deliver our products in a timely manner. The Pandemic has required us and certain of our customers and third-party vendors to activate business continuity programs and make ongoing adjustments to operations. To the extent that these plans and back-up strategies and adjustments are either not available, insufficient or cannot be implemented in whole or in part, we may be exposed to legal, regulatory, reputational, operational, information security or financial risk. The unfavorable effects of the Pandemic could become more severe if newly developed vaccines do not work effectively, a national program for vaccinations does not occur or is rejected by a portion of the U.S. population, or new variants of the virus are not responsive to vaccines causing the crisis to continue or worsen, and we could experience detrimental impacts that might include the following: • complete or partial closures of, or other operational challenges at, one or more of our manufacturing facilities, resulting from government action, labor shortages, suppliers being unable to provide us with materials, or our voluntary actions to protect the health and safety of our team members; • difficulty sourcing materials we require to fulfill production needs or higher prices being charged to us for those materials, as a result of suppliers experiencing closures or reductions in their production capacity or utilization levels; • economic challenges, contractions or recession unfavorably impacting our customers’ financial condition and liquidity, reducing their ability or desire to purchase additional products from us and increasing the likelihood they may need additional time to pay us or that they fail to pay us at all, which could significantly increase the amount of accounts receivable and the aging of those accounts and require us to record additional allowances for doubtful accounts; • economic challenges and contractions, including high unemployment rates, and reduced economic activity in general, resulting in a lengthy recession, which could negatively impact consumer purchases and spending for our products; • difficulty accessing debt or equity capital on attractive terms, or at all, due to an unfavorable change in our credit ratings, and/or a severe disruption or instability in capital and financial markets, or deterioration in other conditions that impact our ability to access capital needed to fund business operations or to address other capital requirements in a timely manner; • our inability to comply with financial covenants under our debt agreements and notes indentures, which could result in a default and potentially an acceleration of indebtedness; and • the health and availability of our team members, particularly if a significant number of them or their family members are impacted by COVID-19, or variants thereof, which could disrupt our business continuity during the continuing Pandemic. If any one or more of those impacts are sustained, they could have accounting consequences such as impairments of the goodwill and/or additional impairments of trade names of our reporting units and could seriously disrupt our operations and sales for extended periods. The adverse effect on our business, financial condition or results of operations of any of the matters described above could be material. - 16 -


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    The extent of the impact of the Pandemic on our business, results of operations and financial condition, including any goodwill or additional trade name impairment or other asset impairments to our business segments as described in this Report, will depend largely on future developments, including the severity and duration of the outbreak in the U.S., whether there are additional or other meaningful increases in the number, variants or severity of COVID-19 cases in future periods, and the related impact on consumer confidence and spending and on our customers, suppliers and labor force, all of which are highly uncertain and cannot be predicted. Risks Related to Our Business Operations We depend on hiring an adequate number of hourly employees to operate our business and are subject to government regulations concerning these and our other employees, including wage and hour regulations, and we may be required to increase the wages we pay in order to attract, hire and retain hourly employees needed to manufacture our products and otherwise conduct our operations, and we may not be able to recover that increase in labor costs through increasing the prices we charge for our products or otherwise. Our workforce is comprised primarily of employees who work on an hourly basis. To grow our operations and meet the needs and expectations of our customers, we must attract, train, and retain a large number of hourly associates, while at the same time controlling labor costs. These positions have historically had high turnover rates, which can lead to increased training, retention and other costs. In certain areas where we operate, there is significant competition for employees. The lack of availability of an adequate number of hourly employees, or our inability to attract and retain them, including due to government stimulus payments or enhanced unemployment benefits enacted in response to the Pandemic, or us having to increase wages paid to new and/or to current employees to attract, hire and/or retain the labor resources necessary to conduct our operations, could adversely affect our business, results of operations, cash flows and financial condition. We are subject to applicable rules and regulations relating to our relationship with our employees, including wage and hour regulations, health benefits, unemployment and payroll taxes, overtime and working conditions and immigration status. Accordingly, federal, state or locally legislated increases in the minimum wage, such as the passage of Florida’s “Amendment 2” minimum wage law in November 2020, as well as increases in additional labor cost components such as employee benefit costs, workers’ compensation insurance rates, compliance costs and fines, would increase our labor costs, which could have a material adverse effect on our business, prospects, results of operations and financial condition. We are subject to fluctuations in the prices of our raw materials, which could have an adverse effect on our results of operations. We experience significant fluctuations in the cost of our raw materials, including glass, aluminum extrusion, vinyl extrusion, and polyvinyl butyral. We anticipate that these fluctuations will continue in the future. A variety of factors over which we have no control, including global demand for aluminum, fluctuations in oil prices, speculation in commodities futures, tariffs and the creation of new laminates or other products based on new technologies impact the cost of raw materials that we purchase for the manufacture of our products. These factors may also magnify the impact of economic cycles on our business. Although we endeavor from time to time to hedge the risks of fluctuations in the prices of our raw materials, we cannot guarantee that we will always be able to successfully minimize our risk through such actions. We rely on a limited number of outside suppliers for certain key components and materials. We obtain a significant portion of our key raw materials, such as glass, aluminum and vinyl extrusion components, from a few key suppliers, and obtain the polyvinyl butyral interlayers used in certain of our products from a sole supplier. If any of these suppliers is unable to meet its obligations under present or any future supply agreements, or if those supply agreements are terminated, we may not be able to obtain certain raw materials on commercially reasonable terms, or at all, and may suffer a significant interruption in our ability to manufacture our products, including because it may be difficult to find substitute or alternate suppliers as the - 17 -


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    glass, interlayers and aluminum and vinyl extrusions we use are customized. A supplier may also choose, subject to existing contracts, to modify its relationship due to general economic concerns or concerns relating to the supplier or us, at any time. These modifications could include requirements from our suppliers that we provide them additional security in the form of prepayments or letters of credit. In addition, while our business does not currently rely heavily on international suppliers or sales, significant disruptions in global economic conditions, travel or trade, including as a result of contagious disease events, such as the Pandemic, may have material adverse impacts on our supply chain. Furthermore, some of our direct and indirect suppliers have unionized work forces, and strikes, work stoppages, or slowdowns experienced by these suppliers could result in slowdowns or closures of their facilities, which may impact our ability to fulfil orders or increase our costs. Any interruption of supply or any price increase of raw materials could have a material adverse effect on our business and results of operations. If we are required to obtain an alternate source for these materials or components, we may not be able to obtain pricing on as favorable terms or on terms comparable to our competitors. Additionally, we may be forced to pay additional transportation costs or to invest in capital projects or costly product redesigns and perform costly new product certification testing with respect to our impact- resistant products, in connection with moving to any alternate source of supply. We could experience a delay between the increased cost to us to obtain these raw materials, and our ability to increase the price of our products. If we are unable to pass on significant cost increases to our customers, our results of operations between periods may be negatively impacted. Any significant change in the terms that we have with our key suppliers or any interruption of supply or any price increase of raw materials could materially adversely affect our financial condition and liquidity. Economic and credit market conditions impact our ability to collect receivables. Economic and credit conditions can negatively impact our bad debt expense, which can adversely impact our results of operations. Some of the markets we serve, which includes dealers whose customers are second and vacation home owners in the repair and remodeling sector, are more sensitive to changes in economic and credit conditions. If economic and credit conditions deteriorate, we may experience difficulties collecting on our accounts receivable, increasing our days sales outstanding and base debts owed to us, which could adversely impact our results of operations and business. The industry in which we compete is highly competitive and we have experienced increased competition in our core market of Florida. The window and door industry is highly competitive. We face significant competition from numerous small, regional producers, as well as certain national producers. Furthermore, the impact-resistant window and door market in our primary market of Florida has recently attracted domestic and foreign competitors. Any of these competitors may (i) foresee the course of market development more accurately than do we, (ii) develop products that are superior to our products, (iii) have the ability to produce similar products at a lower cost or compete more aggressively in pricing, or (iv) adapt more quickly to new technologies or evolving customer requirements than do we. Additionally, some of the competitors of our businesses are larger and have greater financial and other resources and less debt than us. Accordingly, these competitors may be better able to withstand changes in conditions within the industries and markets in which we operate and may have significantly greater operating and financial flexibility than we have. Moreover, barriers to entry are low in most product lines and new competitors may enter our industry, especially if the market for impact-resistant windows and doors continues to expand. An increase in competition, including in the form of aggressive pricing by new market entrants and offerings of alternative building materials, could cause us to lose customers and lead to decreases in net sales and profitability if we are not able to respond adequately to such challenges. To the extent we lose customers in the renovation and remodeling markets, we would likely have to market more to the new home construction market, which historically has experienced more significant fluctuations in demand. - 18 -


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    We rely, and expect to continue to rely on third-party transportation, which subjects us to risks and costs that we cannot control, and which risks and costs may materially adversely affect our profitability. We rely, and expect to continue to rely on, third party trucking companies to transport raw materials to the manufacturing facilities used by each of our businesses and to ship finished products to customers. These transport operations are subject to various hazards and risks, including extreme weather conditions, work stoppages and operating hazards, as well as interstate transportation regulations. In addition, the methods of transportation we utilize may be subject to additional, more stringent and more costly regulations in the future. If we are delayed or unable to ship finished products or unable to obtain raw materials as a result of any such new regulations or public policy changes related to transportation safety, or these transportation companies fail to operate properly, or if there were significant changes in the cost of these services due to new or additional regulations, or otherwise, we may not be able to arrange efficient alternatives and timely means to obtain raw materials or ship goods, which could result in a material adverse effect on our revenues and costs of operations. Transportation costs represent a significant part of our cost structure. If our transportation costs increased substantially, due to prolonged increases in fuel prices or otherwise, we may not be able to control them or pass the increased costs onto customers, which may materially adversely affect our profitability. Sales fluctuations to and changes in our relationships with key customers could have a material adverse effect on our financial condition, liquidity or results of operations. Some of our business lines and markets are dependent on a few key customers, including dealers. We generally do not enter into written or long-term agreements with our customers. The loss, reduction, or fluctuation of sales to one of these major customers, or any adverse change in our business relationship with any one or more of them, could have a material adverse effect on our financial condition, liquidity or results of operations. Some of our key customers are companies that have experienced and may continue to experience consolidation in their ownership or expand through internal growth. Consolidation could decrease the number of potential customers for our products and increase our reliance on key customers. Further, any increase in the ownership concentration or size of our key customers could result in our key customers seeking more favorable terms, including pricing, for the products that they purchase from us. Accordingly, any increase in ownership concentration of our key customers or other increases in the size of our customers may further limit our ability to maintain or raise prices in the future. This could have a material adverse effect on our business, financial condition and results of operations. We conduct all of our operations through our subsidiaries and rely on payments from our subsidiaries to meet all of our obligations. We are a holding company and derive all of our operating income from our subsidiary, PGT Industries, Inc., and its subsidiaries, CGI, WinDoor, WWS Acquisition, LLC, doing business as Western Window Systems, as well as from the entities acquired in the NewSouth Window Solutions acquisition, and our 75% stake in New Holding and its related ECO entities. All of our assets are held by our subsidiaries, and we rely on the earnings and cash flows of our subsidiaries to meet our obligations. The ability of our subsidiaries to make payments to us will depend on their respective operating results and may be restricted by, among other things, the laws of their jurisdictions of organization (which may limit the amount of funds available for distributions to us), the terms of existing and future indebtedness and other agreements of our subsidiaries, including our credit facilities and indenture, and the covenants of any future outstanding indebtedness we or our subsidiaries incur. Risks Related to Demand for Our Products We are subject to regional and national economic conditions that may negatively impact demand for our products. The window and door industry is subject to many economic factors. Changes in macroeconomic conditions in our core markets including Florida, with respect to our impact-resistant products, and in the western U.S., - 19 -


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    including California, Texas, Arizona, Nevada, Colorado, Oregon, Washington and Hawaii, with respect to our WWS products designed to unify indoor and outdoor living spaces, as well as throughout the U.S. generally, could negatively impact demand for our products and macroeconomic forces, such as employment rates and the availability of credit could have an adverse effect on our sales and results of operations. In addition, the window and door industry is subject to the cyclical market pressures of the larger new construction and repair and remodeling markets. A decline in the economic environment or new home construction, as well as any other adverse changes in economic conditions, including demographic trends, employment levels, interest rates, and consumer confidence, could result in a decline in demand for, or adversely affect the pricing of, our products, which in turn could adversely affect our sales and results of operations. Changes in weather patterns, including as a result of global climate change, could significantly affect demand for our products, and thus, our sales and our financial results or financial condition. Weather patterns may affect our operating results and our ability to maintain our sales volume throughout the year. Because our dealers’ customers, and the homeowners and builders who are customers of NewSouth Window Solutions and Western Window Systems, along with the customers of ECO’s dealers, depend on suitable weather to engage in new construction and repair and remodel projects, increased frequency or duration of extreme weather conditions could result in a decrease in the demand for our products for periods of inclement weather, and have a material adverse effect on our financial results or financial condition. For example, unseasonably cool weather or extraordinary amounts of rainfall may decrease construction activity, thereby decreasing demand for our products and our sales during that period of time. Alternatively, extreme weather, such as hurricanes, has historically increased the visibility of our brands and customers’ demand for our impact- resistant products. Therefore, the lack of hurricane-related extreme weather conditions in a given year or over a period of time could result in a decrease of our sales and could have a material adverse effect on our financial results. Weather patterns are difficult to predict and may fluctuate as a result of numerous factors, including climate change, and we cannot guarantee that extreme weather conditions will or will not occur. Also, we cannot predict the effects that global climate change may have on our business. In addition to changes in weather patterns, climate change could, for example, reduce the demand for construction, and increase the cost and reduce the availability of construction materials, raw materials and energy. New laws and regulations related to global climate change may also increase our expenses or reduce our sales. Our operating results are substantially dependent on demand for our branded impact-resistant products, contemporary indoor/outdoor window and door systems and factory-direct, energy-efficient residential windows and doors. A majority of our net sales are derived from the sales of our branded impact-resistant products and on window and door systems for residential, commercial and multi-family markets. The ECO Acquisition, and our acquisition of NewSouth Window Solutions in February 2020, have increased that dependence as both ECO’s and NewSouth’s primary products are impact-resistant windows and doors. Accordingly, our future operating results will depend largely on the demand for our impact-resistant products by current and future customers, especially in the State of Florida, where the majority of our impact resistant products are made and sold. Our future operating results also will depend on demand for the contemporary indoor/outdoor window and door systems sold by our Western Window Systems business. Sales generated by our NewSouth business depends on a direct-to-consumer model and is supported by showrooms and in-home sales. Consequently, a portion of our future operating results are reliant on current and future customer demand for factory-direct, energy-efficient residential windows and doors. If our competitors release new products that are superior to our products in performance or price, or if we fail to update our impact-resistant products with any technological advances that are developed by us or our competitors or introduce new products in a timely manner, demand for our products may decline. In addition, the window and door industry can be subject to changing trends and consumer preferences. If we do not correctly gauge consumer trends for the various products and systems we offer and respond appropriately, customers may not purchase our products and our brand names may be impaired. Even if we react appropriately to changes in trends and consumer preferences, consumers may consider our brands or - 20 -


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    product designs to be outdated or associate our brands or product designs with styles that are no longer popular. Any of these outcomes could create significant excess inventories for some products and missed opportunities for other products, which would have a material adverse effect on our brands, our business, results of operations and financial condition. A decline in demand for our impact-resistant products, our contemporary indoor/outdoor window and door systems or our direct-to-consumer, energy-efficient residential windows and doors as a result of competition, technological change, changes in consumer preferences or other factors could have a material adverse effect on our ability to generate sales, which could materially negatively affect our results of operations. Our business is subject to seasonal industry patterns and demand for our products, and thus our revenue and profit, can vary significantly throughout the year, which may adversely impact the timing of our cash flows and limit our liquidity at certain times of the year. Our business is seasonal, and our net revenues and operating results vary significantly from quarter to quarter based upon the timing of the building season in our markets. Our sales typically follow seasonal new construction and the repair and remodel industry patterns. Additionally, events like preparation for hurricane season and rebuilding and repairs in the months following a hurricane in the majority of the geographies where we market and sell our products generally creates peak demand for our products and resulting sale volumes during the quarters in which those activities occur. Other quarterly sales volumes might be generally lower due to reduced repair and remodeling and new construction activity as a result of less favorable climate conditions in the majority of our geographic end markets. Failure to effectively manage our demand and production planning, inventory and overall operations in anticipation of or in response to seasonal fluctuations or changing seasonal fluctuations as a result of climate change, could negatively impact our liquidity profile during certain seasonal periods. Changes in building codes could reduce the demand for our impact-resistant windows and doors, which could have a material adverse effect on our financial condition, liquidity or results of operations. The market for our impact-resistant windows and doors depends in large part on our ability to satisfy state and local building codes that require protection from wind-borne debris. If the standards in such building codes become more stringent, we may not be able to meet their requirements, and demand for our products could decline. Conversely, if the standards in such building codes are lowered or are not enforced in certain areas because of industry lobbying or otherwise, demand for our impact-resistant products may decrease. In addition, if states and regions that are affected by hurricanes but do not currently have such building codes fail to adopt and enforce hurricane protection building codes, our ability to expand our business in such markets may be limited. We are also subject to energy efficiency codes and performance standards in Colorado, California and other states where we operate, several of which are more stringent than those to which we have historically been subject. Any such changes in building codes or energy efficiency codes could lower the demand for our impact- resistant windows and doors, which could have a material adverse effect on our financial condition, liquidity or results of operations. The homebuilding industry and the home repair and remodeling sector are subject to various local, state, and federal statutes, ordinances, rules, and regulations concerning zoning, building design and safety, construction, and similar matters, including regulations that impose restrictive zoning and density requirements in order to limit the number of homes that can be built within the boundaries of a particular area. Increased regulatory restrictions could limit demand for new homes and home repair and remodeling products and could negatively affect our sales and results of operations. We may be adversely impacted by the loss of sales or market share if we are unable to keep up with demand. We are currently experiencing growth through higher sales volume and growth in market share. To meet the increased demand, we have been hiring and training new employees for direct and indirect support and adding to our glass capacity. However, should we be unable to find and retain quality employees to meet demand, or - 21 -


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    should there be disruptions to the increase in capacity for the raw materials needed to produce our products, we may be unable to keep up with our higher sales demand. If our lag time on delivery falls behind, or we are unable to meet customer timing demands, we could lose market share to competitors. Risks Related to Acquisitions Our recently completed acquisitions may result in, or involve activities that cause, distractions to our management team, increased expenses or unanticipated liabilities. As a result of our acquisitions of NewSouth and Western Windows Systems, and our recent acquisition of a 75% ownership stake in ECO, we have significantly more sales, assets and employees than we did prior to the transactions, which may require our management to devote a significant amount of time, resources and attention to the new product offerings or novel challenges, and/or away from the operations of our historical windows and doors business. These potential diversions and distractions may result in, or involve activities that cause, increased expenses and unanticipated liabilities. After the ECO Acquisition, the Company is the majority shareholder of ECO, and our interest in ECO is subject to the risks normally associated with the conduct of businesses with a minority shareholder. Pursuant to the acquisition agreement pursuant to which we acquired a 75% ownership stake in ECO (the “ECO Acquisition”), principal ECO equity-holder prior to our acquisition continues to hold 25% of the outstanding equity interests of ECO. Conducting a business with a minority investor may lead to one or more of the following circumstances, which could have an adverse impact on our ability to realize a profit on our equity interest in the ECO businesses, which could have a material adverse impact on our future cash flows, earnings, results of operations and financial condition: • our inability to control certain strategic, operational and financial decisions; • our having economic or business interests or goals that are inconsistent with, or opposed to, those of the minority equity holder; • the inability of the minority equity holder to meet his financial and other obligations to ECO or third parties; and • litigation between the minority equity holder and us regarding management, funding or other decisions related to the acquisition agreement and/or the operating agreement we entered into with the minority equity holder, or the operations of ECO. There can be no assurance that the ECO Acquisition will be beneficial to us, whether due to the above- described risks, unfavorable economic conditions, integration challenges or other factors. All of the ECO entities in which we acquired a controlling interest are designated as unrestricted subsidiaries under our existing senior secured credit facilities and indenture and are not subject to the restrictive covenants under such agreements. All of the ECO entities in which we acquired a controlling interest have been designated as unrestricted subsidiaries under our existing senior secured credit facilities and indenture. As a result, those entities are not subject to the restrictive covenants in the indenture and are able to engage in many of the activities that we and our restricted subsidiaries are prohibited or limited from undertaking under the terms of the indenture. These actions, if undertaken by ECO, could be detrimental to our ability to make payments of principal and interest under the 2018 Senior Notes due 2026, including the First Additional Senior Notes and Second Additional Senior Notes. - 22 -


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    If we do not realize the expected benefits from our recent acquisitions, including synergies, from the ECO and NewSouth acquisitions, our business and results of operations will suffer. Although significant progress has been made integrating NewSouth Window Solutions into our operations, there is no assurance that the NewSouth business will be successfully or cost-effectively integrated into our existing business, or that the synergies expected from that acquisition will ultimately be achieved. In addition, those integration efforts are ongoing and there is no assurance that they will ultimately be successful. Our NewSouth business serves a residential market segment, primarily driven by replacement projects, and relatively small order sizes that our dealer network typically does not target and serve, and that we have never served prior to the NewSouth acquisition. The process of simultaneously integrating the business operations of NewSouth, which we acquired in February 2020, and ECO, in which we acquired a 75% ownership stake in February 2021, may cause an interruption of, or loss of momentum in, the activities of our other businesses. If our management is not able to effectively manage the integration process, or if any significant business activities are interrupted as a result of the integration process, our business could suffer and its liquidity, results of operations and financial condition may be materially adversely impacted. In addition, as we continue our integration activities, we may identify additional risks and uncertainties not yet known to us. Even if we are able to successfully integrate and position the business operations of ECO, NewSouth and our legacy businesses, it may not be possible to realize the full benefits of the increased sales volume and other benefits, including synergies, that we expected to result from the ECO and NewSouth acquisitions, or realize these benefits within the time frame that is expected. For example, the elimination of duplicative costs may not be possible or may take longer than anticipated, or the benefits from these recent acquisitions may be offset by costs incurred or delays in integrating the companies. In addition, even if such acquisitions are successfully integrated, we may become subject to unexpected costs, charges or liabilities arising from such businesses. Our expected cost savings, as well as any revenue or other strategic synergies, are subject to significant business, economic, regulatory and competitive uncertainties and contingencies, all of which are difficult to predict and many of which are beyond our control. If we fail to realize the benefits, we anticipated from the ECO and/or NewSouth acquisitions, our liquidity, results of operations or financial condition may be adversely effected. We may evaluate and engage in asset acquisitions, dispositions, joint ventures and other transactions that may impact our results of operations, and we may not achieve the expected results from these transactions. From time to time, and subject to the agreements governing our then existing debt or otherwise, we may enter into agreements to and engage in business combinations, purchases of assets or contractual arrangements or joint ventures, including in geographical areas outside the state of Florida, with which we do not have the level of familiarity that we have with the Florida market. In addition, some of those business acquisitions or combinations could involve a seller whose products may be different from the types of products we currently sell, and they could be products that are sold to different types of customers. Subject to the agreements governing our then existing debt or otherwise, some of these transactions may be financed with additional borrowings. The integration of any business we may acquire may be disruptive to us and may result in a significant diversion of management attention and operational resources. Additionally, we may suffer a loss of key employees, customers or suppliers, loss of revenues, increases in costs or other difficulties. If the expected revenue enhancement plans, strategies, goals, efficiencies and synergies from any such transactions are not fully realized, our results of operations could be adversely affected, because of the costs associated with such transactions or otherwise. Other transactions may advance future cash flows from some of our businesses, thereby yielding increased short-term liquidity, but consequently resulting in lower cash flows from these operations over the longer term. In addition, if the goodwill, indefinite-lived intangible assets, or other intangible assets that we have acquired or may acquire in the future are determined to be impaired, we may be required to record a non-cash charge to earnings during the period in which the impairment is determined, which could be significant. The failure to realize the expected long-term benefits of any one or more of these transactions could have a material adverse effect on our financial condition or results of operations. - 23 -


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    Risks Related to Our Indebtedness Our substantial level of indebtedness could adversely affect our business and financial condition and prevent us from meeting our debt obligations. Our total gross indebtedness is $479.0 million, including $60.0 million aggregate principal amount of Second Additional Senior Notes we issued on January 25, 2021, and we had an additional $76.0 million available for borrowing under our existing senior secured credit facilities. Although our senior secured credit facilities and indenture contain restrictions on the incurrence of additional indebtedness, these restrictions are subject to a number of significant qualifications and exceptions, and under certain circumstances, the amount of indebtedness that could be incurred in compliance with these restrictions could be substantial. This high level of indebtedness could have important consequences, including: • increasing our vulnerability to adverse economic, industry, or competitive developments; • requiring a substantial portion of our cash flows from operations to be dedicated to the payment of principal and interest on our indebtedness, therefore reducing our ability to use our cash flows to fund operations, capital expenditures and future business opportunities; • exposing us to the risk of increased interest rates to the extent of any future borrowings, including borrowings under the existing senior secured credit facilities; • making it more difficult for us to satisfy our obligations with respect to our indebtedness, including the existing senior secured credit facilities and the notes, and any failure to comply with the obligations of any of our debt instruments, including restrictive covenants and borrowing conditions, could result in an event of default under the indenture governing the notes and the agreements governing such other indebtedness; • restricting us from making strategic acquisitions or causing us to make non-strategic divestitures; • limiting our ability to obtain additional financing for working capital, capital expenditures, product and service development, debt service requirements, acquisitions and general corporate or other purposes; and • limiting our flexibility in planning for, or reacting to, changes in our business or market conditions and placing us at a competitive disadvantage compared to our competitors who are less highly leveraged and who, therefore, may be able to take advantage of opportunities that our leverage may prevent us from exploiting. In addition, our senior secured credit facilities are priced on variable interest rates tied to the London Interbank Offering Rate, or LIBOR. In 2017, the United Kingdom’s Financial Conduct Authority, which regulates LIBOR, announced its intent to phase out LIBOR by the end of 2021. The discontinuance or modification of LIBOR or the introduction of alternative reference rates or other reforms to LIBOR could cause the interest rate calculated on our senior secured credit facilities to be materially different than expected. Unless alternative rates can be negotiated, our senior secured credit facilities may no longer adjust and may become fixed rate instruments at the time LIBOR ceases to exist. This would adversely affect our asset/liability management and could lead to more asset and liability mismatches and interest rate risk unless appropriate LIBOR alternatives are developed. The cessation of LIBOR may also cause confusion that could disrupt the capital and credit markets and result in our inability to access capital required in the future to finance, among other things, acquisitions, working capital and capital expenditures. Our ability to make scheduled payments on or to refinance our debt obligations depends on our financial condition and operating performance, which is subject to prevailing economic and competitive conditions and to - 24 -


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    certain financial, business, and other factors beyond our control. We may not be able to maintain a level of cash flows from operating activities sufficient to permit us to pay the principal, premium, if any, and interest on our indebtedness. Risks Related to Information Systems and Intellectual Property We may be adversely affected by any disruption in our information technology systems or by unauthorized intrusions or “hacking” into those systems and theft of information from them, or other cybersecurity-related incidents. Our operations are dependent upon our information technology systems, which encompass all of our major business functions. A disruption in our information technology systems for any prolonged period could result in delays in receiving inventory and supplies or filling customer orders and adversely affect our customer service and relationships. Various third parties, including computer hackers, who are continually becoming more aggressive and sophisticated, may attempt to penetrate our network security and, if successful, misappropriate confidential customer, employee and/or supplier information. In addition, one of our employees, contractors or other third parties with whom we do business may attempt to circumvent our security measures in order to obtain such information, or inadvertently cause a breach involving such information. While we have implemented systems and processes to protect against unauthorized access to or use of secured data and to prevent data loss and theft, there is no guarantee that these procedures are adequate to safeguard against all data security breaches or misuse of the data. The regulatory environment related to information security, data collection and use, and privacy is increasingly rigorous, with new and frequently changing requirements, and compliance with those requirements could result in additional costs. These costs associated with information security, such as increased investment in technology, the costs of compliance with privacy laws, and costs incurred to prevent or remediate information security breaches, could be substantial and adversely impact our business. A significant compromise of sensitive employee, customer or supplier information in our possession could result in legal damages and regulatory penalties. In addition, the costs of defending such actions or remediating breaches could be material. Security breaches could also harm our reputation with our customers and retail partners, potentially leading to decreased revenues, and with federal and state government agencies and bodies. Operation on multiple Enterprise Resource Planning (“ERP”) information systems, and the conversion from multiple systems to a single system, may negatively impact our operations. We are highly dependent on our ERP information systems infrastructure in order to process orders, track inventory, ship products in a timely manner, prepare invoices to our customers, maintain regulatory compliance and otherwise carry on our business in the ordinary course. We currently operate on six different ERP information systems. Since we must process and reconcile our information from multiple systems, the chance of errors is increased, and we may incur significant additional costs related thereto. Inconsistencies in the information from multiple ERP systems could adversely impact our ability to manage our business efficiently and may result in heightened risk to our ability to maintain our books and records and comply with regulatory requirements. Any of the foregoing could result in a material increase in information technology compliance or other related costs and could materially negatively impact our operations. In the future, we may transition all or a portion of our systems to one ERP system. The transition to a different ERP system involves numerous risks, including: • diversion of management’s attention away from normal daily business operations; • loss of, or delays in accessing data; • increased demand on our operations support personnel; • initial dependence on unfamiliar systems while training personnel to use new systems; and • increased operating expenses resulting from training, conversion and transition support activities. - 25 -


  • Page 34

    Any of the foregoing could result in a material increase in information technology compliance or other related costs and could materially negatively impact our operations. Other parties may infringe on our intellectual property rights or may allege that we have infringed on theirs. Competitors or other third parties may infringe on or otherwise make unauthorized use of our intellectual property rights, including product designs, manufacturing practices, registered intellectual property and other rights. We rely on a variety of measures to protect our intellectual property and proprietary information. However, these measures may not prevent misappropriation or infringement of our intellectual property or proprietary information and a resulting loss of competitive advantage. If we determine that such infringement or use has occurred, legal action to enforce our rights may require us to spend significant amounts in legal costs, even if we ultimately prevail. Conversely, given the nature of our business and product designs, competitors or other third parties may allege that we, or consultants or other third parties retained or indemnified by us, have infringed on their intellectual property rights. Even though we believe such claims and allegations of intellectual property infringement would be without merit, defending against such claims would be time consuming and expensive and could result in the diversion of time and attention of our management and employees. Given the rapidly changing and highly competitive business environment in which we operate, and the increasingly complex designs of our products and other companies’ similar products, the outcome of any contemplated intellectual property-related litigation would be difficult to predict and could cause us to lose significant revenue, to be prohibited from using the relevant designs, systems, processes, technologies or other intellectual property, to cease offering certain products or services or to incur significant license, royalty or technology development expenses. Risks Related to Warranty, Legal and Regulatory Matters The nature of our business exposes us to product liability, warranty and other claims. We are, from time to time, involved in product liability, product warranty and other claims relating to the products we manufacture and distribute that, if adversely determined, could adversely affect our financial condition, results of operations, and cash flows. In addition, we may be exposed to potential claims arising from the conduct of homebuilders and home remodelers and their sub-contractors. Although we currently maintain what we believe to be suitable and adequate insurance in excess of our self-insured amounts, we may not be able to maintain such insurance on acceptable terms or such insurance may not provide adequate protection against potential liabilities. Product liability claims can be expensive to defend and can divert the attention of management and other personnel for significant periods, regardless of the ultimate outcome. Claims of this nature could also have a negative impact on customer confidence in our products and our company. We are subject to potential exposure to environmental liabilities and are subject to environmental regulation. We are subject to various federal, state, and local environmental laws, ordinances, and regulations. Although we believe that our facilities are in material compliance with such laws, ordinances, 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. Remediation may be required in the future as a result of spills or releases of petroleum products or hazardous substances, the discovery of unknown environmental conditions, or more stringent standards regarding existing residual contamination. More burdensome environmental regulatory requirements may increase our general and administrative costs and may increase the risk that we may incur fines or penalties or be held liable for violations of such regulatory requirements. - 26 -


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    From time to time we are subject to legal and regulatory proceedings which seek material damages from us. These proceedings may be negatively perceived by the public and materially and adversely affect our business. We are subject to legal and regulatory proceedings from time to time which may result in material damages. Although we do not presently believe that any of our current legal or regulatory proceedings will ultimately have a material adverse impact on our financial performance or operations, we cannot assure you that we will not incur material damages or penalties in a lawsuit or other proceeding in the future and/or significant defense costs related to such lawsuits or regulatory proceedings. For example, many of our products are installed in large, multi-unit condominiums or apartments or similar developments, and we may face legal claims for breach of warranties or other claims alleging product defects on a large-scale in connection with such projects. Also, we operate a fleet of delivery trucks and, in addition to the significant compliance-related costs associated with operating such a fleet, we may incur significant adverse judgments, damages and penalties related to accidents that those trucks may be involved in from time to time. Significant adverse judgments, penalties, settlement amounts, amounts needed to post a bond pending an appeal or defense costs could materially and adversely affect our liquidity and capital resources. It is also possible that, as a result of a present or future governmental or other proceeding or settlement, significant restrictions will be placed upon, or significant changes made to, our business practices, operations or methods, including pricing or similar terms. Any such restrictions or changes may adversely affect our profitability or increase our compliance costs. Our Bylaws contain an exclusive forum provision that may discourage lawsuits against us and our directors and officers. Our Amended and Restated Bylaws (our “Bylaws”) provide that, unless we consent in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware (or if the Court of Chancery does not have jurisdiction, the federal district court for the District of Delaware) will be the sole and exclusive forum for (i) any derivative action or proceeding brought on behalf of the Corporation, (ii) any action asserting a claim of breach of a fiduciary duty owed by any director, officer or other employee of the Corporation to the Corporation or the Corporation’s stockholders, (iii) an action asserting a claim arising pursuant to any provision of the DGCL or the Corporation’s Certificate of Incorporation or these By-laws (as either may be amended from time to time), or (iv) any action asserting a claim governed by the internal affairs doctrine. Our exclusive forum provision is not intended to apply to any actions brought under the Securities Act of 1933 (the “Securities Act”), as amended, or the Securities Exchange Act of 1934 (the “Exchange Act”). Section 27 of the Exchange Act creates exclusive federal jurisdiction over all suits brought to enforce any duty or liability created by the Exchange Act or the rules and regulations thereunder and Section 22 of the Securities Act creates concurrent jurisdiction for federal and state courts over all suits brought to enforce any duty or liability created by the Securities Act or the rules and regulations thereunder. Accordingly, the exclusive forum provision in our Bylaws will not relieve us of our duties to comply with the federal securities laws and the rules and regulations thereunder, and our stockholders will not be deemed to have waived our compliance with these laws, rules and regulations. This forum selection provision may limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us. It is also possible that, notwithstanding the forum selection clause included in our certificate of incorporation, a court could rule that such a provision is inapplicable or unenforceable. Item 1B. UNRESOLVED STAFF COMMENTS None. - 27 -


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    Item 2. PROPERTIES We had the following properties as of January 2, 2021: Manufacturing Support Storage Storefront (in square feet) Owned: Main plant and corporate office, North Venice, FL 348,000 15,000 — — Glass tempering and laminating, North Venice, FL 107,000 5,000 — — ILAB research and testing, North Venice, FL — 22,000 — — Assembly processing facility, North Venice, FL 96,000 — — — Support facility, North Venice, FL — 7,000 — — Insulated glass building, North Venice, FL 42,000 — — — PGT Wellness Center, North Venice, FL — 3,600 — — Leased: Support facility (Endeavor Court), Nokomis, FL — 12,000 — — Storage facility (Technology Park), Nokomis, FL — — 10,475 — Storage facility (Commerce Drive), Nokomis, FL — — 6,400 — Storage facility (Sarasota warehouse), Bradenton, FL — — 40,000 — Storage facility (Riverview warehouse), Riverview, FL — — 75,326 — Storage facility (MLK Blvd), Tampa, FL — — 2,000 — Storage facility (Parque Drive), Ormond Beach, FL — — 1,000 — Storage facility (Metro Parkway) Ft. Meyers, FL — — 3,800 — Storage facility (42nd St) Palm City, FL — — 2,250 — Storage facility (Silver Star) Orlando, FL — — 3,159 — Plant and administrative offices, Hialeah, FL (CGI) 305,000 20,000 — — Plant and administrative offices, Miami, FL (CGIC) 71,000 10,000 — — Plant and administrative offices, Phoenix, AZ (WWS) 160,000 10,000 — — Plant and administrative offices, Tampa, FL (NewSouth) 230,000 8,500 — — SEBU showrooms located in FL, SC and TX (NewSouth) — — — 84,464 WEBU showrooms located in CA (WWS) — — — 19,166 Total square feet 1,359,000 113,100 144,410 103,630 - 28 -


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    WWS is headquartered in Phoenix, Arizona. WWS manufacturers its window and door products from its approximately 170,000 square foot manufacturing and distribution facility in Phoenix. This facility is leased by WWS through the end of May 2027. We moved the operations of CGI into a 325,000 square foot leased facility during 2017. This new facility is in Hialeah, Florida, and is leased through the end of 2028. We acquired NewSouth on February 1, 2020. NewSouth manufactures its window and door products from its approximately 240,000 square foot facility in Tampa Florida. This facility is leased by NewSouth through the end of December 2027. We also own three parcels of undeveloped land in North Venice, Florida, available for future construction needs we may have. Our leases discussed above expire between May 2021 and December 2028. The leases require us to pay taxes, insurance and common area maintenance expenses associated with the properties. All of our owned properties secure borrowings under our credit agreement (dated February 16, 2016, as amended by the first amendment thereto, dated as of February 17, 2017, the second amendment thereto, dated as of March 16, 2018, the third amendment thereto, dated October 31, 2019, and as otherwise amended, restated, modified or supplemented, the “2016 Credit Agreement due 2022”). We believe these operating facilities are adequate in capacity and condition to service existing customer needs. Item 3. LEGAL 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 in respect of claims and lawsuits. We do not expect that the ultimate resolution of these matters will have a material adverse impact on our financial position, cash flows or results of operations. Item 4. MINE SAFETY DISCLOSURES Not Applicable - 29 -


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    PART II Item 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES Our Common Stock trades on the New York Stock Exchange under its symbol of “PGTI”. On February 5, 2021, the closing price of our Common Stock was $22.48 as reported on the New York Stock Exchange. The number of stockholders of record of our Common Stock on that date was approximately 4,300, although we believe that the number of beneficial owners of our Common Stock is substantially greater. Dividends We do not pay a regular dividend. Any determination relating to dividend policy will be made at the discretion of our Board of Directors. The terms of the agreements governing our outstanding borrowings restrict our ability to pay dividends. Securities Authorized for Issuance under Equity Compensation Plans The information required by this item appears in our definitive proxy statement for our annual meeting of stockholders under the caption “Security Ownership of Certain Beneficial Owners and Management” and “Equity Compensation Plan Information,” which information is incorporated herein by reference. Unregistered Sales of Equity Securities None. Issuer Purchases of Equity Securities None. - 30 -


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    Performance Graph The following graphs compare the percentage change in PGT Innovations, Inc.’s cumulative total stockholder return on its Common Stock with the cumulative total stockholder return of the NYSE Composite Index, the SPDR S&P Homebuilders ETF, and the Standard & Poor’s Building Products Index over the period from January 4, 2016 (the first trading day of our 2016 fiscal year), to December 31, 2020 (the last trading day of our 2020 fiscal year). COMPARISON OF 60 MONTH CUMULATIVE TOTAL RETURN AMONG PGT INNOVATIONS, INC., THE NYSE COMPOSITE INDEX, THE SPDR S&P HOMEBUILDERS ETF AND THE S&P 500 BUILDING PRODUCTS INDEX PGT, Inc.* NYSE Composite** SPDR S&P Home builders ETF* S&P 500 Building Products Index $250 $200 $150 $100 $50 $0 5 16 16 16 6 17 17 17 7 18 18 18 8 19 19 19 9 20 20 20 0 -1 3- 6- 9- -1 3- 6- 9- -1 3- 6- 9- -1 3- 6- 9- -1 3- 6- 9- -2 12 12 12 12 12 12 *Note: Dividend Adjusted Share Price (Benchmark Date 01/04/2016) * Graph shows returns generated as if $100 were invested on January 3, 2016 (the first trading day of our 2016 fiscal year) for 60 months ending December 31, 2020 (the last trading day of our 2020 fiscal year), in PGTI stock or in the SPDR S&P Homebuilders EFT Fund, which is an exchange-traded fund that seeks to replicate the performance of the S&P Homebuilders Select Industry Index, or in the S&P 500 Building Products index, which is a fund that seeks to replicate the performance of the building products manufacturers who are included in the Standard and Poors 500 index. ** The Company’s common stock trades on the NYSE. As such, the 5-year return comparison is to the NYSE Composite Index. However, prior to December 28, 2016, the Company’s common stock traded on the NASDAQ Global Market. - 31 -


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    Item 6. SELECTED FINANCIAL DATA The following table sets forth selected historical consolidated financial information and other data as of and for the periods indicated and have been derived from our audited consolidated financial statements. All information included in the following tables should be read in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” contained in Item 7, and with the consolidated financial statements and related notes in Item 8. All years presented consisted of 52 weeks, except for the year ended January 2, 2021, which consisted of 53 weeks. Year Ended Year Ended Year Ended Year Ended Year Ended January 2, December 28, December 29, December 30, December 31, (in thousands, except per share data) 2021 (5) 2019 2018 (5) 2017 2016 Income Statement data: Net sales $ 882,621 $744,956 $698,493 $511,081 $458,550 Cost of sales 561,297 484,588 455,025 352,097 318,452 Gross profit 321,324 260,368 243,468 158,984 140,098 Selling, general and administrative expenses 224,386 176,312 150,910 98,803 83,995 Impairment of trade name (1) 8,000 — — — — Restructuring costs and charges (2) 4,227 — — — — Gains on sales of assets (3) — — (2,551) — — Fair value adjustment to contingent consideration (4) — — — — (3,000) Income from operations 84,711 84,056 95,109 60,181 59,103 Interest expense 27,719 26,417 26,529 20,279 20,125 Debt extinguishment costs — 1,512 3,375 — 3,431 Income before income taxes 56,992 56,127 65,205 39,902 35,547 Income tax expense 11,884 12,439 11,272 63 11,800 Net income $ 45,108 $ 43,688 $ 53,933 $ 39,839 $ 23,747 Net income per common share: Basic $ 0.77 $ 0.75 $ 1.03 $ 0.80 $ 0.49 Diluted $ 0.76 $ 0.74 $ 1.00 $ 0.77 $ 0.47 Weighted average shares outstanding: Basic 58,887 58,346 52,461 49,522 48,856 Diluted 59,360 59,150 54,106 51,728 50,579 Other financial data: Depreciation $ 24,014 $ 18,876 $ 14,225 $ 13,051 $ 9,577 Amortization 18,825 15,856 10,225 6,477 6,096 As Of As Of As Of As Of As Of January 2, December 28, December 29, December 30, December 31, 2021 2019 2018 (4) 2017 2016 Balance Sheet data: Cash and cash equivalents $ 100,320 $ 97,243 $ 52,650 $ 34,026 $ 39,210 Total assets 1,062,521 922,733 862,153 453,119 436,648 Total debt, including current portion 412,098 368,971 366,777 212,973 247,873 Shareholders’ equity 485,134 431,548 385,544 175,325 132,852 (1) Relates to impairment of our WWS trade name. See Note 8 in Item 8. (2) Relates to our Florida facility consolidation. See Note 22 in Item 8. (3) Represents gains on sales of assets under an asset purchase agreement with major supply-chain partner. See Note 6 in Item 8. (4) Relates to reversal of liability for contingent consideration. (5) On February 1, 2020, we acquired NewSouth. On August 13, 2018, we acquired WWS. See Note 5 in Item 8 for discussions of the NewSouth and WWS acquisitions. - 32 -


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    Item 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINACIAL CONDITION AND RESULTS OF OPERATIONS Our Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) should be read in conjunction with our Consolidated Financial Statements and related Notes included in Item 8. Management’s Discussion and Analysis comparing the results for the year ended December 28, 2019 to the results for the year ended December 29, 2018 can be found in Item 7 of our Annual Report on Form 10-K for the year ended December 28, 2019, filed with the SEC on February 26, 2020, which is hereby incorporated by reference. In the comparisons which follow, the year ended January 2, 2021 consisted of 53 weeks, whereas the year ended December 28, 2019 consisted of 52 weeks. We believe the effect of the extra week in our 2020 fiscal year was immaterial and does not impact the comparability of our results of operations for the year ended January 2, 2021 to the year ended December 28, 2019. Our MD&A is presented in the following sections: • Impact of COVID 19 on our Business; • Executive Overview; • Results of Operations; • Liquidity and Capital Resources; • Disclosures of Contractual Obligations and Commercial Commitments; • Critical Accounting Estimates; • Recently Issued Accounting Standards; • Forward Outlook; and • Subsequent Event (ECO Acquisition) IMPACT OF COVID-19 ON OUR BUSINESS During March 2020, a global COVID-19 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 has resulted in a significant number of infections, hospitalizations and deaths in several of our key markets, including Arizona, California, Florida and Texas. The Pandemic has significantly affected economic conditions in those markets, and in the United States in general, and internationally, including due to federal, state and local governments and employers reacting to the public health crisis with mitigation measures, and also due to the general fear and uncertainty created by the Pandemic, all of which has resulted in workforce, supply chain and production disruptions, along with reduced demand and spending in certain industries and markets, including in some of the core markets where our Western Window Systems (“WWS”) products are sold, such as California in particular. The Pandemic has and continues to create significant uncertainties in the U.S. economy. Although many of the government-mandated restrictions on economic and social activities that were put in place as part of the initial response to the Pandemic have been lifted, and vaccines with high degrees of efficacy in combatting COVID-19 have been approved by the United States Food and Drug Administration, with others pending approval, it remains unclear when, or if, social, business, occupational, educational and economic conditions will return to pre-Pandemic conditions. The extent to which the continuing circumstances around the Pandemic could affect our future business, operations and financial results will depend upon numerous evolving factors that we are not able to accurately predict, including the severity and duration of any additional outbreaks or “waves” of COVID-19, including those involving new variants of the coronavirus, which may be more contagious and deadly than prior strains, the timing and degree of any relief that may come from the current program of nationwide vaccinations and its effect on the duration of the continuing economic, market and supply chain disruptions related to the Pandemic, and whether such vaccines are effective against any new variants of coronavirus, and the nature, amounts and duration of any additional government stimulus measures designed to bolster the economy, including the impact of any such stimulus measures on our ability to attract and retain qualified manufacturing, logistics and other employees. - 33 -


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    Our first priority has been and remains the health and safety of our employees, our customers and their families and the communities in which we operate, and as COVID-19 gained a foothold in the Southeast Florida area, we took swift action to protect our employees by temporarily suspending operations at and fumigating our Miami and Hialeah, Florida facilities, each for one-week periods in April 2020. We also took that step at our Western Windows Systems facility in Phoenix, Arizona during July 2020. All of our manufacturing locations are operational and have been deemed essential under various government orders. Each of our facilities has implemented policies and procedures designed to protect the health and safety of our team members in light of the Pandemic, including: 1) continuing to monitor guidelines from federal, state and local health authorities for personal health and safety, and updating our protocols as needed; 2) implementing a mandatory face-mask policy for employees at all of our locations, and providing them with those masks where needed; 3) enforcing social distancing in common areas and work areas, including production lines where possible; 4) requiring all employees to undergo temperature checks before entering our facilities; 5) allowing only essential business visitors into our facilities, but only after prescreening and a temperature check; 6) implementing work-at-home programs where possible; 7) allowing only essential business travel; and 8) sourcing supplies such as reusable masks, hand sanitizer and cleaning solutions for use by our employees. Due to the then unprecedented uncertainty associated with the Pandemic and its impact on the United States economy, including in our core markets, and on our business, on April 8, 2020, we announced that we were withdrawing our financial performance guidance for 2020. Additionally, due to that same uncertainty, we then took certain actions aimed at preserving cash and maintaining our liquidity, including canceling planned capital expenditures, reducing discretionary spending, closely monitoring and forecasting cash collections and disbursements, and controlling labor-related costs. This cash conservation program continued through the third quarter of 2020. Late in the second quarter of 2020, we began experiencing strengthening order levels, primarily in our Southeast segment, which continued for the remainder of 2020. As such, during the third quarter of 2020 and for the remainder of the year, we resumed spending on capital projects, which increased our level of capital spending and increased spending on labor-related costs to meet our customers’ requirements. However, we will continue to monitor spending and liquidity, and may reinstate restrictions on spending where we believe it is prudent to do so, whether due to the Pandemic, or otherwise. We experienced some delays in receiving certain materials, primarily glass and aluminum extrusions, from certain of our supplier during 2020. Although we have taken various steps to mitigate the risks of additional supply chain disruptions, there can be no assurances that we will not experience significant disruptions to our materials supply chain in future periods during the Pandemic. Our manufacturing, sales and servicing operations have been deemed essential operations under the COVID-19 related government orders issued to-date, and thus, our operations have been permitted to continue at all of our locations. However, there can be no assurance that our operations will continue to be considered essential and exempt from any such emergency or executive orders issued by governmental authorities in response to any future increases in the extent or severity of the Pandemic, whether due to more contagious and/or deadly variants of the coronavirus, against which vaccines may or may not be effective, or otherwise. Finally, while we believe that the federal government stimulus payments and enhanced unemployment benefits may have bolstered the economy in certain respects, we believe that those payments and benefits may have had an unfavorable impact on our ability to attract and retain qualified manufacturing, logistics and certain other employees. There can be no assurances that any future government stimulus measures will not have a similar unfavorable impact on our ability to attract and retain certain types of employees, which in turn, could have an adverse impact on our production rates and speed and lead times. EXECUTIVE OVERVIEW Sales and Operations Our sales grew to $882.6 million in our 2020 fiscal year, an increase of $137.7 million, or 18%, compared to $745.0 million in 2019. Sales in 2020 includes $93.9 million from NewSouth. Excluding the sales of NewSouth, we experienced solid organic growth of $43.7 million, or 5.9%, in 2020, compared to 2019. We experienced an increase in sales at our Southeast segment, as increased demand in Florida more than offset any negative - 34 -


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    economic effects of the Pandemic in the southeast region. Excluding the sales of NewSouth, our Southeast business unit had sales of $658.5 million in 2020, an increase of $51.9 million, or 8.5%, compared to $606.6 million in 2019. Net sales of our Western segment decreased $8.1 million, or 5.9%, to $130.2 million in 2020, from $138.3 million in 2019. We believe this decrease was due to the unfavorable impact that the Pandemic and government restrictions related thereto had on the economies in certain of Western Windows Systems’ (“WWS”) core markets, such as California in particular, and on demand for WWS products during much of 2020, offset in part by strengthening demand driving increased order activity late in the year. Our start to 2020 was strong, with 2020 first quarter consolidated net sales increasing 27%, net income increasing 89%, and net income per diluted share increasing 86%, all as compared to the first quarter of 2019. The first part of our 2020 second quarter was unfavorably impacted by the effects of the Pandemic and the negative economic effects it created but ended with strengthened demand and increasing order volumes. Our Southeast and Western business units together saw order entries grow 26% in the third quarter of 2020 compared to the prior-year quarter, while NewSouth increased orders by approximately 48% in the third quarter compared to the same period last year. Once stronger order volumes returned late in the second quarter and early third quarter of 2020, they continued through the end of 2020. We believe execution of strategic selling and marketing initiatives has been a key driver of sales in addition to recovering market demand for our portfolio of products and was also aided by an active hurricane season. Gross profit was $321.3 million for our 2020 fiscal year, which increased 23% when compared to 2019. Our gross profit increased primarily due to higher sales volume. Gross margin was 36.4% in 2020, compared to 35.0% in 2019. Although both gross profit and gross margin benefitted from operating leverage provided by the increased organic sales volume in our Southeast segment, improvements driven by operational efficiencies at our Western segment, and the addition of and accretion from our NewSouth Acquisition from its February 1, 2020 acquisition date, these benefit were partially offset by a change in product mix during 2020, compared to 2019. Selling, general and administrative expenses (“SG&A”) were $224.4 million for 2020, an increase of $48.1 million compared to 2019. SG&A in 2020 includes the SG&A of NewSouth of $36.9 million. SG&A includes $18.8 million in non-cash amortization expense, compared with $15.9 million in 2019. SG&A in 2020, compared to 2019, includes higher acquisition costs, and incremental costs relating to COVID-19 safety measures taken, including increased frequency of cleaning and sanitization of all facilities. Interest expense was $27.7 million in 2020, an increase of $1.3 million compared to 2019. Generally, higher interest due to a higher level of outstanding 2018 Senior Notes due 2026 outstanding during 2020 as compared to 2019, was partially offset by a lower average interest rate under our 2016 Credit Agreement due 2022. Our net income in 2020 was $45.1 million, an increase of $1.4 million when compared to 2019. Although our net income benefitted from the higher level of sales, which drove an increase in gross profit, the favorable impact of that higher gross profit on net income for 2020 was more than offset by an impairment charge of $8.0 million relating to our WWS trade name, restructuring costs and charges of $4.2 million relating to our 2020 Florida plant consolidation, and the increase in our SG&A expense from the inclusion of NewSouth in 2020, partially offset the higher gross profit. Our backlog, which we define as customer orders that we have accepted but not yet shipped, was $199.5 million as of January 2, 2021, and $67.0 million as of December 28, 2019. Our backlog as of January 2, 2021 included $45.0 million of NewSouth backlog. The increase in backlog is a result of an increased level of order entries during the second half of 2020, and also due to supply chain disruptions we experienced in receiving certain materials, primarily glass and aluminum extrusions, during 2020, which slowed our production speed and increased our lead times. At the end of 2020, our lead times, which normally range from one to five weeks, had increased to approximately eight weeks. Although these supply chain disruptions had largely been resolved as of the end of 2020, we have taken a number of steps designed to mitigate any future supply chain disruptions, including evaluating business arrangements with additional suppliers. In addition, we believe that - 35 -


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    our acquisition of a 75% ownership stake in ECO, which has been one of our glass suppliers historically, will provide us with a high-quality, dependable supply of glass for a portion of our operations going forward. Liquidity and Cash Flow During 2020, we generated $75.5 million in cash flow from operations, a decrease of $5.8 million, compared to 2019. In 2020, during the second half of the year, our order entry levels began increasing and continued to increase though the end of the year. Because of this increased demand for our products, we determined to continue to manufacture and ship during late December 2020, whereas in 2019, we had our usual holiday shut-down. As such, the increase in operating cash flow we would usually experience at the end of the year from the reduction in net working capital during our typical one- to two-week holiday shut-down, did not occur in 2020, and we continued to fund working capital during late 2020. We ended the 2020 fiscal year with $100.3 million in cash, but in 2021, we consummated the ECO Acquisition, funded with the proceeds of the Second Additional Senior notes of $63.3 million, including a premium of $3.3 million, $36.7 million of cash to help fund the purchase price for our acquisition of a 75% ownership stake in ECO, which we closed effective February 1, 2021, and $8.0 million of PGT Innovations, Inc. common stock. We have no scheduled debt repayment obligations until the maturity of our 2016 Credit Agreement on October 31, 2022 and have $76.0 million in availability under the revolving credit facility under our 2016 Credit Agreement, which does not expire until October 2024. Cash generated from operations was generally used to fund operations and investing cash flows, which was primarily composed of capital expenditures in 2020. However, in 2020, we consummated the NewSouth Acquisition, which was funded with proceeds from the First Additional Senior Notes of $53.2 million, including a premium of $3.2 million, and with $37.2 million in cash on hand. Additionally, during 2020, due to our ability to successfully generate free cash flow, we voluntarily prepaid $10.0 million in borrowings under our 2016 Credit Agreement due 2022. These incremental uses of cash flow were partially offset by a decrease in capital expenditure spending of $6.5 million during 2020, compared to 2019, due to the previously discussed cash conservation program. During 2019, we made opportunistic repurchases of 393,819 shares of our common stock at a cost of $5.5 million, under a program for share repurchases of up to $30 million, authorized and approved by our Board of Directors on May 22, 2019, representing capital returned to our shareholders. We made no such repurchases during 2020. However, no assurances are provided that we will not make future repurchases under this program. Any future stock repurchases would be subject to the pre-approval of our Board of Directors. See “Liquidity and Capital Resources” for a more detailed discussion of this event. - 36 -


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    RESULTS OF OPERATIONS Analysis of Selected Items from our Consolidated Statements of Operations Year Ended Percent Change January 2, December 28, 2021 2019 2020-2019 (in thousands, except per share amounts) Net sales $882,621 $744,956 18.5% Cost of sales 561,297 484,588 15.8% Gross profit 321,324 260,368 23.4% Gross margin 36.4% 35.0% SG&A expenses 224,386 176,312 27.3% SG&A expenses as a percentage of net sales 25.4% 23.7% Impairment of trade name 8,000 — Restructuring costs and charges 4,227 — Income from operations 84,711 84,056 Interest expense, net 27,719 26,417 Debt extinguishment costs — 1,512 Income tax expense 11,884 12,439 Net income $ 45,108 $ 43,688 Net income per common share: Basic $ 0.77 $ 0.75 Diluted $ 0.76 $ 0.74 Full Year 2020 Compared with Full Year 2019 Beginning in 2020, sales into certain states have been reclassified between segments. As such, segment sales amounts for the year ended December 28, 2019, along with the related income from operations, have been revised to conform to the 2020 presentation. Net sales Net sales for 2020 were $882.6 million, a $137.6 million, or 18.5%, increase in sales, from $745.0 million in the prior year. The following table shows net sales by segment (in millions, except percentages): Year Ended January 2, 2021 December 28, 2019 Sales % of sales Sales % of sales % change Product category: Southeast segment $ 752.4 85.2% $ 606.7 81.4% 24.0% Western segment 130.2 14.8% 138.3 18.6% (5.8%) Total net sales $ 882.6 100.0% $ 745.0 100.0% 18.5% Net sales of our Southeast segment were $752.4 million in 2020, compared with $606.6 million in 2019, an increase of $145.8 million. Net sales of our Western segment were $130.2 million in 2020, compared with $138.3 million in 2019, a decrease of $8.1 million. Sales of our Western segment are composed of sales of WWS. - 37 -


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    The increase in net sales in 2020 of $137.6 million was primarily driven by the inclusion of the net sales of our NewSouth Acquisition from its February 1, 2020 acquisition date, but also by organic sales growth in our Southeast segment. These increases in net sales were partially offset by a slight sales decrease at our Western segment. Net sales of our Southeast segment, excluding the sales of our NewSouth Acquisition, increased $51.9 million, or 8.5% as compared to 2019. Net sales of our Western segment decreased $8.1 million, or 5.9%, in 2020 compared to 2019. The organic sales growth at our Southeast segment in 2020 was a result of strong organic growth during the entire year, except for a decrease in the second quarter of 2020, as our Southeast segment was unfavorably impacted by the Pandemic and consumer and government responses thereto. The decrease in sales at our Western segment in 2020 was driven by the economic challenges and related decrease in demand for our products in our core Western states, especially during the second quarter of 2020, but also continuing into the second half of 2020, caused by the Pandemic and government responses thereto, including stay-at-home orders, as well as by the general economic uncertainty that persisted in those markets. That decline in sales was offset in part by stronger sales in the first quarter of 2020, prior to the Pandemic. However, the rate of decrease in sales at our Western segment lessened during the second half of 2020, as compared to the second quarter of 2020, due to a strengthening new construction housing market in the West, but to a lesser extent than the new construction markets in the Southeast. We believe the Pandemic has impacted our Southeast segment to a lesser degree than our Western segment as, during the second and third quarters of 2020, our customers in the Southeast continued to prepare for what was expected to be, and which was, an active 2020 hurricane season. Net sales of our Southeast segment for 2020 included $93.9 million from our NewSouth Acquisition. Gross profit and gross margin Gross profit was $321.3 million in 2020, an increase of $60.9 million, or 23.4%, from $260.4 million in the prior year. Gross profit increased on the higher level of sales in 2020, compared with 2019, due to the inclusion of NewSouth since its February 1, 2020 acquisition date, and also due to organic sales growth in our Southeast segment. These increases were partially offset by a decrease in gross profit at our Western segment as a result of the decrease in sales in that segment during 2020, compared to 2019. Gross margin was 36.4% in 2020, compared to 35.0% in the prior year, a percentage-point increase of 1.4%. Gross margin increased in 2020 due primarily to the favorable effects of a higher sales and the resulting additional leverage provided to cover fixed costs, lower material costs, primarily aluminum costs, a heightened focus on labor cost management leading to improved operating efficiencies, especially at our Western segment, and the addition of and accretion from our NewSouth Acquisition. These benefits were offset by the negative effects of a change in organic mix of products during 2020 compared to 2019, as our Southeast segment products have slightly lower gross margins than our Western segment products. Selling, general and administrative expenses SG&A expenses for 2020 were $224.4 million, an increase of $48.1 million, or 27.3%, from $176.3 million in 2019. As a percentage of net sales, SG&A was 25.4% in 2020, compared to 23.7% in 2019. The increase in SG&A is primarily the result of the inclusion of the SG&A expenses of NewSouth for 2020, which resulted in an increase in SG&A totaling $36.9 million from its acquisition on February 1, 2020, which includes $3.0 million in amortization of the amortizable intangible assets acquired in the acquisition of NewSouth. Excluding the increase in SG&A from the inclusion of NewSouth, SG&A increased $11.2 million in 2020, compared to 2019. As a percentage of net sales, excluding the SG&A of NewSouth, SG&A was 23.8% in 2020, compared to 23.7% in 2019.Excluding the SG&A of NewSouth, the increase in SG&A in 2020, compared to 2019, was due to the inclusion of costs in 2020 of $2.4 million relating to COVID-19 safety measures taken, including increased frequency of cleaning and sanitization of all facilities, as well as an increase in acquisition costs relating to both our NewSouth and ECO acquisitions affecting 2020 SG&A, whereas 2019 including only NewSouth Acquisition costs in the fourth quarter of 2019. Additionally, there were increases in several other categories, including depreciation, stock-based compensation, as well as additional costs from investing in our strategic selling and marketing initiatives, and higher distribution costs on increased sales levels. - 38 -


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    Impairment of trade name There was an impairment of our WWS trade name of $8.0 million in the second quarter of 2020. Following an increase in net sales of 14.0% in the first quarter of 2020, compared to the first quarter of 2019, net sales at our WWS reporting unit decreased 19.3% in the second quarter of 2020 compared to last year’s second quarter. As a result of this decrease in net sales in our second quarter of 2020, compared to the second quarter of last year, as well as continued deterioration in economic and market conditions surrounding the Pandemic, we determined to complete an interim impairment test of our WWS trade name as of July 4, 2020. For this interim impairment test, we decreased our modeling assumptions for net sales of our WWS reporting unit for our 2020 fiscal year based on a reassessment of our key assumptions in our modeling, including an updated assessment of macro growth relating to the industry in our WWS reporting unit’s key markets. We also decreased our 2021 growth rate assumption as we expected the challenging macro-economic conditions in the core western markets where our WWS products are sold to continue during 2021. Based on our revised modeling, we concluded that the fair value of our WWS trade name was less than its carrying value, which resulted in an impairment of our WWS trade name of $8.0 million in the second quarter of 2020. Net sales at our WWS reporting unit for 2020 exceeded our modeling assumptions used during our second impairment test of our WWS trade name as of July 4, 2020. As such, we performed a qualitative assessment as of the first day of our 2020 fourth quarter and concluded that it was not necessary to perform a Step 1 impairment test for our annual test for impairment of indefinite-lived intangible assets as no new triggering events or conditions were identified. Restructuring costs and charges As we announced on April 20, 2020, the Company’s management approved a plan to consolidate its manufacturing operations in Florida, which included exiting our manufacturing facility in Orlando, Florida, where our WinDoor and Eze-Breeze products were assembled and relocating the manufacturing of those products to our Venice and Tampa, Florida plants, respectively. We ceased production at the Orlando facility during June 2020. As a result of this consolidation, we recorded restructuring costs and charges totaling $4.2 million in 2020. Of the $4.2 million in restructuring costs and charges, $1.9 million represents costs relating to and write-offs of property, plant and equipment, including the impairment of the right-of-use asset of the lease of the Orlando, Florida facility, $1.2 million represents charges relating to inventory not expected to be used due to product rationalization, which we chose to dispose of, and $1.1 million represents personnel-related costs. All of the personnel-related costs had been paid in cash by the end of our 2020 third quarter. The following represents activities of restructuring costs and charges for 2020: Year Ended January 2, 2021 Beginning Charged Write-offs Settled in End of Restructuring costs and charges of Period to Expense of Assets Cash Period (in thousands) Property, plant and equipment costs and charges $ — $ 1,284 $ (540) $ (744) $ — Impairment of operating lease right-of-use asset — 639 (639) — — Inventory charges — 1,164 (1,263) 99 — Personnel-related costs — 1,140 — (1,140) — Total restructuring costs and charges $ — $ 4,227 $ (2,442) $ (1,785) $ — Income from operations Income from operations was $84.7 million in 2020, an increase of $0.6 million, from $84.1 million in 2019. Income from operations in 2020 includes $85.8 million from our Southeast segment and $11.1 million from our - 39 -


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    Western segment, compared to $73.5 million and $10.6 million from our Southeast and Western segments, respectively, in 2019, all after allocation of corporate operating costs in both periods. Income from operations in 2020 was also impacted by an impairment charge of $8.0 million in the second quarter of 2020 relating to our WWS trade name of our Western segment, and restructuring costs and charges of $4.2 million relating to our Florida plant consolidation actions taken in the 2020 second quarter, and further adjusted in the 2020 third quarter, relating to our Southeast segment. The increase in income from operations in 2020, compared to 2019 is primarily a result of solid organic growth in our Southeast segment, and the inclusion of our NewSouth Acquisition for nearly the entire year of 2020, partially offset by a decrease at our Western segment due to Pandemic-related effects and challenging market conditions, as well as the impairment and restructuring charges taken during 2020. Interest expense Interest expense was $27.7 million in 2020, an increase of $1.3 million from $26.4 million in 2019. Interest expense in 2020 includes an increase in interest cost due to the issuance of the First Additional Senior Notes totaling $50.0 million effective on January 24, 2020, which we used to finance a portion of the purchase price for our acquisition of NewSouth. This increase was partially offset by a decrease in interest costs for our term loan under our 2016 Credit Agreement due to a decrease in the weighted-average borrowing rate in 2020, compared to 2019. Additionally, during 2020, we made prepayments of borrowing under our 2016 Credit Agreement due 2022 totaling $10.0 million, which resulted in interest cost savings under the credit agreement. There were no prepayments of term loan borrowings during 2019 under the 2016 Credit Agreement due 2022. Debt extinguishment costs Debt extinguishment costs were $1.5 million in 2019. In connection with the Third Amendment, certain existing lenders changed their positions in or exited the 2016 Credit Agreement due 2022, which resulted in the write-offs of portions of the deferred financing costs and original issue discount allocated to these lenders. Additionally, at the time of the issuance of the 2018 Senior Notes due 2026, certain existing lenders reduced their positions in the revolving credit portion of the 2016 Credit Agreement due 2022, which resulted in the write-offs of the deferred financing costs allocated to these lenders. As such, write-offs totaling $1.5 million is classified as debt extinguishment costs in the accompanying consolidated statement of operations for the year ended December 28, 2019. Income tax expense Income tax expense was $11.9 million for 2020, representing an effective tax rate of 20.9%. This compares to income tax expense of $12.4 million for 2019, representing an effective tax rate of 22.2%. Income tax expense in 2020 includes several discrete items of income tax benefits, including Federal and state research and development tax credit true-ups to actual from the assumptions we made when preparing our 2019 tax provision, which totaled $574 thousand, and a refund from the state of Florida relating to excess taxes received by the state caused by the Tax Cuts and Jobs Act of 2017, which was $700 thousand, which benefitted tax expense by $553 thousand, net of its Federal tax effect. In 2019, there were Federal and state research and development tax credit true-ups totaling $146 thousand. Excess tax benefits relating to equity awards, treated as a discrete item of income tax, were $769 thousand in 2020, and were $2.1 million in 2019. Excluding discrete items of income tax, the effective tax rates for 2020 and 2019, would have been income tax expense rates of 24.2% and 25.9%, respectively. The lower overall tax rate in 2020, compared to 2019, is the result of several factors primarily relating to a lower overall estimate state tax rate due to the addition of NewSouth’s sales in Florida, which currently has a temporarily reduced state corporate income tax rate, which increased our estimated apportionment in Florida, as well as other state tax rate reductions. - 40 -


  • Page 49

    We expect to continue to be profitable in 2021, and thus, that we will incur income tax expense at a combined Federal and state effective rate of approximately 25%, excluding discrete tax items. This rate is based on the corporate Federal income tax rate of 21% under the TCJA, plus a blended statutory state rate, taking into consideration a reduction in the corporate income tax rate in the state of Florida, from 5.5% to 4.458% for the tax years of 2019 to 2021. In response to the Pandemic, in March 2020, the U.S. Congress passed the Coronavirus Aid, Relief and Economic Security Act (the “CARES Act”) legislation aimed at providing relief for individuals and businesses that have been negatively impacted by the Pandemic. The CARES Act did not have a material impact to our consolidated financial statements. During 2020, we made payments of estimated Federal and state income taxes totaling $9.2 million, all during the third and fourth quarters of 2020, as the deadlines for such payments to the United States government, and the majority of states in which we have nexus, which followed the payment deadline extension of the CARES Act, had been deferred until July 15, 2020. However, we received a refund from the state of Florida relating to excess taxes received by the state caused by the Tax Cuts and Jobs Act of 2017, described above, which was $700 thousand, before Federal effect. During 2019, we made payments of estimated Federal and state income taxes totaling $11.9 million. LIQUIDITY AND CAPITAL RESOURCES Our principal source of liquidity is cash flow generated by operations, supplemented by borrowing capacity under our revolving credit facility, if ever needed. We believe our cash generating capability will continue to provide us with financial flexibility in meeting operating and investing needs. Our primary capital requirements are to fund working capital needs, and to meet required debt payments, including debt service payments on borrowings and fund capital expenditures. Consolidated Cash Flows The following table summarizes our cash flow results for 2020 and 2019: Components of Cash Flows (in millions) 2020 2019 Cash provided by operating activities $ 75.5 $ 81.2 Cash used in investing activities (114.4) (31.2) Cash provided by (used in) financing activities 42.0 (5.4) Increase in cash and cash equivalents $ 3.1 $ 44.6 Operating activities. Cash provided by operating activities was $75.5 million for 2020, compared to $81.2 million for 2019. The decrease in cash flows from operations of $5.7 million in 2020 compared to 2019 was primarily due to the changes in operating cash flows, including an increase of $110.2 million in collections from customers in 2020 compared to 2019, as the result of increased sales, which was partially offset by an increase in payments to suppliers of $91.3 million as the result of higher procurements of inventory, an increase in personnel related disbursements of $24.8 million due to a larger number of employees during 2020, compared to 2019, and an increase in debt service costs of $0.7 million in 2020, compared to 2019, primarily as a result of the issuance of the 2018 Senior Notes due 2026, including the First Additional Senior Notes relating to the acquisition of NewSouth. Also, net tax payments decreased $2.7 million in 2020, compared to 2019. Other collections of cash and other cash activity, net, decreased by $1.8 million. Other collections of cash primarily relate to sales of scrap aluminum. - 41 -


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    Direct cash flows from operations for 2020 and 2019 are presented below: Direct Operating Cash Flows (in millions) 2020 2019 Collections from customers $ 876.0 $ 765.8 Other collections of cash 6.5 8.1 Disbursements to suppliers (566.9) (475.6) Personnel related disbursements (205.6) (180.8) Debt service costs (25.2) (24.5) Income tax payments, net (9.2) (11.9) Other cash activity, net (0.1) 0.1 Cash from operations $ 75.5 $ 81.2 Days sales outstanding (DSO), which we calculate as accounts receivable divided by average daily sales, was 45 days on January 2, 2021, compared to 42 days on December 28, 2019. Inventory on hand as of January 2, 2021, was $60.3 million, an increase of $16.5 million from December 28, 2019. Inventory on hand at January 2, 2021 includes $4.7 million relating to NewSouth. Our inventory consists principally of raw materials purchased for the manufacture of our products and limited finished goods inventory as the majority of our products are custom, made-to-order products. Our inventory levels are more closely aligned with our number of product offerings rather than our level of sales. We have maintained our inventory level to have (i) raw materials required to support new product launches; (ii) a sufficient level of safety stock on certain items to ensure an adequate supply of material in the event of a sudden increase in demand and given our short lead-times; and (iii) adequate lead times for raw materials purchased from overseas suppliers in bulk supply. Inventory turns for the year ended January 2, 2021, was 10.8 times, on par with 10.9 times for the year ended December 28, 2019. Management monitors and evaluates 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 the majority of our products are made-to-order, we have only a small amount of finished goods and work in progress inventory. Due to these factors, we believe our inventories are not excessive, and we expect the value of such inventories will be realized. Investing activities. Cash used in investing activities was $114.4 million in 2020, compared to $31.2 million in 2019 an increase in cash used of $83.2 million. We used $90.4 million of cash to acquire businesses in 2020, whereas in 2019 we had no acquisitions. Also, in 2020, we used cash of $24.8 million for capital expenditures, compared to $31.3 million in 2019, a decrease of $6.5 million in cash used. Finally, in 2020, we received proceeds of $766 thousand from the sales of property, plant and equipment, compared to $71 thousand in 2019, an increase of $695 thousand in cash proceeds received from sales of property, plant and equipment. Financing activities. Cash provided by financing activities was $42.0 million in 2020, compared with cash used of $5.4 million in 2019, an increase in cash provided of $47.4 million. In 2020, we issued the First Additional Senior Notes, which provided proceeds of $53.2 million, including a premium of $3.2 million. Proceeds from the issuance of the First Additional Senior Notes were used to partially fund the acquisition of NewSouth. We made voluntary prepayments of borrowings of the term loan under the 2016 Credit Agreement due 2022 of $10.0 million in 2020. In 2019, we entered into the Third Amendment of the 2016 Credit Agreement due 2022, which resulted in the repayment of the then existing term loan with proceeds under a new term loan in the amount of $64.0 million. There were payments of other debt of $163 thousand in 2019 as well. There were payments of financing costs totaling $1.3 million in 2020, related to the issuance of the First Additional Senior - 42 -

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