form8k_100914.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K/A

(Amendment No. 1)

CURRENT REPORT

Pursuant To Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (date of earliest event reported): September 22, 2014

PGT, Inc.

(Exact Name of Registrant as Specified in its Charter)

Delaware

(State or Other Jurisdiction of Incorporation)

000-52059 20-0634715

(Commission File Number) (IRS Employer Identification No.)

1070 Technology Drive, North Venice, Florida 34275

(Address of Principal Executive Offices, Including Zip Code)

(941) 480-1600

(Registrant's Telephone Number, Including Area Code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

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

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

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

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

Explanatory Note

As previously disclosed, on September 22, 2014, PGT, Inc. (the “PGTI”), through its wholly-owned subsidiary PGT Industries, Inc. (“PGT”), completed the merger (the “Merger”) of PGT’s wholly-owned subsidiary, Hot Ledge Company, a Delaware corporation (“Acquisition Sub”), with and into CGI Windows and Doors Holdings, Inc., a Delaware corporation (“CGI”), in accordance with the terms and conditions of the Agreement and Plan of Merger dated July 25, 2014 (the “Merger Agreement”) among PGT, CGI, Acquisition Sub and Cortec Group Fund IV, L.P., solely in its capacity as the representative of the equity holders of CGI (the “Representative”). As a result of the Merger, CGI, the surviving entity in the Merger, became a wholly-owned subsidiary of PGT.

This Amendment No. 1 (this “Amendment”) is being filed to amend and supplement Item 9.01 of the initial Form 8-K and to include certain financial statements of CGI and its subsidiary and certain pro forma condensed combined financial information of PGTI and CGI as discussed below.

Any information required to be set forth in the initial Form 8-K which is not being amended or supplemented pursuant to this Amendment is hereby incorporated by reference. Except as set forth herein, no modifications have been made to information contained in the initial Form 8-K, and PGTI has not updated any information contained therein to reflect events that have occurred since the date of the initial Form 8-K. Accordingly, this Amendment should be read in conjunction with the initial Form 8-K.

Item 8.01. Other Events

On October 9, 2014, PGTI issued a press release providing financial information related to the completion of the merger. A copy of the press release is attached as Exhibit 99.2 to this current report.

Item 9.01. Financial Statements and Exhibits

(a) Financial statements of business acquired.

The audited financial statements of CGI as of and for the years ended December 31, 2013 and 2012 required to be filed pursuant to Item 9.01(a) of Form 8-K are filed as Exhibit 99.4 to this Current Report on Form 8-K/A and are incorporated herein by reference. The unaudited interim financial statements of CGI as of June 30, 2014 and for the six month periods ended June 30, 2014 and 2013, required to be filed pursuant to Item 9.01(a) of Form 8-K are filed as Exhibit 99.5 to this Current Report on Form 8-K/A and are incorporated herein by reference.

(b) Pro forma financial information.

The unaudited pro forma condensed combined financial information as of and for the year ended December 28, 2013 and the six months ended June 28, 2014 required to be filed pursuant to Item 9.01(b) of Form 8-K is filed as Exhibit 99.3 to this Current Report on Form 8-K/A and are incorporated herein by reference. This pro forma information gives effect to certain pro forma events related to the merger and has been presented for information purposes only. It does not purport to project the future financial position or operating results of the post-merger combined company. The unaudited pro forma condensed consolidated financial information does not reflect the effects of any anticipated changes to be made to the operations of the combined companies in connection with the Merger, including synergies and cost savings. The unaudited pro forma condensed consolidated financial information should not be construed to be indicative of future results of operations or financial position.

Exhibit No.	Description
2.1	Agreement and Plan of Merger dated July 25, 2014, among PGT, Acquisition Sub, CGI and the Representative. All exhibits and schedules to the Merger Agreement have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The Company will furnish the omitted exhibits and schedules to the SEC upon request by the SEC. (Incorporated by reference to Exhibit 2.1 to PGTI’s current report on Form 8-K originally filed with the SEC on July 29, 2014).
10.1	Credit Agreement, dated September 22, 2014, among PGTI, the lending institutions from time to time party thereto, and Deutsche Bank AG New York Branch, as Letter of Credit Issuer, Swing Line Lender, Administrative Agent and Collateral Agent. All exhibits and schedules to the Credit Agreement have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The Company will furnish the omitted exhibits and schedules to the SEC upon request by the SEC. (Incorporated by reference to the exhibit numbered as indicated above to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on September 22, 2014.)
23.1	Consent of McGladrey LLP, Independent Accountants
99.1	Press Release dated September 22, 2014 (Incorporated by reference to the exhibit numbered as indicated above to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on September 22, 2014).
99.2	Press Release dated October 9, 2014
99.3	PGTI and CGI Unaudited Pro Forma Condensed Consolidated Financial Information
99.4	Audited Consolidated Financial Statements of CGI for the Years ended December 31, 2013 and 2012
99.5	Unaudited Condensed Consolidated Financial Statements of CGI as of June 30, 2014 and December 31, 2013 and for the six months June 30, 2014 and 2013

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. These statements do not relate strictly to historical or current facts. 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 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:

●	Changes in new home starts and home remodeling trends
●	The economy in the U.S. generally or in Florida where the substantial portion of our sales are generated

●	Raw material prices, especially aluminum
●	Transportation costs

●	Level of indebtedness
●	Dependence on our WinGuard branded product lines

●	Product liability and warranty claims
●	Federal and state regulations, and

●	Dependence on our manufacturing facilities

Any forward-looking statements made by us or on our behalf speak only as of the date they are made and we do not undertake any obligation to update any forward-looking statement to reflect the impact of subsequent events or circumstances. Before making any investment decision, you should carefully consider all risks and uncertainties disclosed in all our SEC filings, including our reports on Forms 8-K, 10-Q and 10-K and our registration statements under the Securities Act of 1933, as amended, all of which are accessible on the SEC’s website at www.sec.gov and at http://ir.pgtindustries.com/sec.cfm

SIGNATURES

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

PGT, INC.

By: /s/ Mario Ferrucci III

Name: Mario Ferrucci III

Title: Vice President, General Counsel, and

Secretary

Dated: October 9, 2014

EXHIBIT INDEX

Exhibit No.	Description
2.1	Agreement and Plan of Merger dated July 25, 2014, among PGT, Acquisition Sub, CGI and the Representative. All exhibits and schedules to the Merger Agreement have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The Company will furnish the omitted exhibits and schedules to the SEC upon request by the SEC. (Incorporated by reference to Exhibit 2.1 to PGTI’s current report on Form 8-K originally filed with the SEC on July 29, 2014).
10.1	Credit Agreement, dated September 22, 2014, among PGTI, the lending institutions from time to time party thereto, and Deutsche Bank AG New York Branch, as Letter of Credit Issuer, Swing Line Lender, Administrative Agent and Collateral Agent. All exhibits and schedules to the Credit Agreement have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The Company will furnish the omitted exhibits and schedules to the SEC upon request by the SEC. (Incorporated by reference to the exhibit numbered as indicated above to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on September 22, 2014.)
23.1	Consent of McGladrey LLP, Independent Accountants
99.1	Press Release dated September 22, 2014 (Incorporated by reference to the exhibit numbered as indicated above to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on September 22, 2014).
99.2	Press Release dated October 9, 2014
99.3	PGTI and CGI Unaudited Pro Forma Condensed Consolidated Financial Information
99.4	Audited Consolidated Financial Statements of CGI for the Years ended December 31, 2013 and 2012
99.5	Unaudited Condensed Consolidated Financial Statements of CGI as of June 30, 2014 and December 31, 2013 and for the six months June 30, 2014 and 2013

ex23_100914.htm

EXHIBIT 23.1

Consent of Independent Auditor

We consent to the incorporation by reference in the Registration Statements (Nos. 333-196048, 333-166075, 333-146719 and 333-135616) on Form S-8 of PGT, Inc. of our report dated April 3, 2014, relating to our audit of the consolidated financial statements of CGI Windows and Doors Holdings, Inc. and Subsidiary as of and for the year ended December 31, 2013, included in this Current Report on Form 8-K/A.

/S/ McGladrey LLP

Chicago, Illinois

October 9, 2014

ex992_100914.htm

Exhibit 99.2

NEWS RELEASE

PGT Provides Certain Financial Information for CGI Windows and Doors and Confirms Conference Call

VENICE, FL., October 9, 2014 - PGT, Inc. (NASDAQ: PGTI), the leading U.S. manufacturer and supplier of residential impact-resistant windows and doors, provides certain financial highlights from the historical results of CGI Windows and Doors Holdings, Inc (CGI), in connection with a merger completed on September 22, 2014.

“As previously disclosed on September 22, 2014, we completed the acquisition of CGI. The transaction, valued at approximately $111 million, is consistent with PGT's plan to grow strategically while contributing to earnings growth through targeted acquisitions of complementary specialty products. The historical results of CGI show solid sales growth and consistent high margins.” said PGT’s President and Chief Operating Officer, Jeff Jackson.

Mr. Jackson continued, “Trailing twelve months sales as of June 30, 2014, were $38.1 million, which represented an increase of approximately 44 percent, and net income for the same period was $2.8 million.”

CGI financial highlights for the historical periods include:

§	Net sales of $32.8 million in 2013, an increase of $8.3 million, or 34% over 2012;

§	Net Income of $1.5 million in 2013, compared to net loss of $480 thousand in 2012;

§	Net sales of $19.1 million for the six months ended June 30, 2014, an increase of $5.3 million, or 38% over the same period in 2013; and

§	Net Income of $1.3 million for the six months ended June 30, 2014, compared to net loss of $54 thousand for the same period in 2013.

Commenting on the acquisition, Brad West, PGT’s Chief Financial Officer, stated, “We financed this acquisition with a $200 million term loan and an undrawn $35 million revolving facility. The term loan paid off existing indebtedness and third party fee in connection with the acquisition. It bears interest at LIBOR plus 425 basis points, with a 100 basis point floor, with minimal required amortization. In addition to the strong historical results, many opportunities exist to gain efficiencies in manufacturing and sales due to the similarities in end customers and markets served. Synergies of greatest import will come from purchasing power on materials such as aluminum, savings in glass costs as our new glass plant comes online, and reduction in SG&A.”

Conference Call

As previously announced, PGT will hold a conference call on Friday, October 10, 2014, at 10:00 a.m. Eastern time and will simultaneously broadcast it live over the Internet. To participate in the teleconference, kindly dial into the call a few minutes before the start time: (877) 769-6798 (U.S. and Canada) and (678) 894-3060 (international). A replay of the call will be available beginning October 10, 2014, at 1 p.m. Eastern time through October 16, 2014. To access the replay, dial (855) 859-2056 (U.S. and Canada) and (404) 537-3406 (international) and refer to pass code 8648256. The webcast will also be available through the Investor Relations section of the PGT, Inc. website, http://www.pgtindustries.com.

About PGT

PGT(R) pioneered the U.S. impact-resistant window and door industry and today is the nation's leading manufacturer and supplier of residential impact-resistant windows and doors. Founded in 1980, the company employs approximately 1,700 at its manufacturing, glass laminating and tempering plants in Florida. Utilizing the latest designs and technology, PGT products are ideal for new construction and replacement projects serving the residential, commercial, high-rise and institutional markets. PGT's product line includes a variety of aluminum and vinyl windows and doors. Product brands include WinGuard (R); SpectraGuard (TM); PremierVue (R); PGT Architectural Systems; and Eze-Breeze (R). PGT Industries is a wholly owned subsidiary of PGT, Inc. (Nasdaq: PGTI).

About CGI

CGI was established in 1992 and has consistently built a reputation based on designing and manufacturing quality impact resistant products that meet or exceed the stringent Miami-Dade County impact standards. The Company has over 200 employees at its manufacturing plant in Miami, Florida. Today the Company continues to lead as an innovator in product craftsmanship, strength and style, and its brands are highly recognized and respected by the architectural community. CGI product lines include the Estate Collection, Sentinel by CGI, Estate Entrances, Commercial Series and Targa by CGI. CGI Windows and Doors is a wholly owned subsidiary of PGT, Inc. (Nasdaq:PGTI). For additional information, visit cgiwindows.com.

Forward-Looking Statements

·	Changes in new home starts and home remodeling trends

·	The economy in the U.S. generally or in Florida where the substantial portion of our sales are generated

·	Raw material prices, especially aluminum

·	Transportation costs

·	Level of indebtedness

·	Dependence on our WinGuard branded product lines

·	Product liability and warranty claims

·	Federal and state regulations

·	Dependence on our manufacturing facilities

CONTACT: PGT, Inc.

Brad West, Vice President and CFO

941-480-1600

bwest@pgtindustries.com

ex993_100914.htm EXHIBIT 99.3

EXHIBIT 99.3

PGT AND CGI UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL INFORMATION

On September 22, 2014, PGT, Inc. (the “PGTI”), through its wholly-owned subsidiary PGT Industries, Inc. (“PGT”), completed the merger (the “Merger”) of PGT’s wholly-owned subsidiary, Hot Ledge Company, a Delaware corporation (“Acquisition Sub”), with and into CGI Windows and Doors Holdings, Inc., a Delaware corporation (“CGI”), in accordance with the terms and conditions of the Agreement and Plan of Merger dated July 25, 2014 (the “Merger Agreement”) among PGT, CGI, Acquisition Sub and Cortec Group Fund IV, L.P., solely in its capacity as the representative of the equity holders of CGI (the “Representative”). As a result of the Merger, CGI, the surviving entity in the Merger, became a wholly-owned subsidiary of PGT.

The unaudited pro forma condensed consolidated balance sheet assumes that the merger took place on June 28, 2014 and combines PGTI’s June 28, 2014 consolidated balance sheet with CGI’s June 30, 2014 consolidated balance sheet.

The unaudited pro forma condensed consolidated statements of income for the fiscal year ended December 28, 2013 assumes that the merger took place on December 30, 2012. PGTI’s audited consolidated statement of operations for the fiscal year ended December 28, 2013 has been combined with CGI’s audited consolidated statement of income for the fiscal year ended December 31, 2013.

The unaudited pro forma condensed consolidated statement of income for the 6 months ended June 28, 2014 also assumes that the merger took place on December 30, 2012. PGTI’s unaudited consolidated statement of operations for the six months ended June 28, 2014 has been combined with CGI’s unaudited consolidated statement of income for the six months ended June 30, 2014.

The historical consolidated financial information has been adjusted in the unaudited pro forma condensed consolidated financial statements to provide readers with information about the ongoing effect of a particular transaction by presenting how the transaction might have affected historical financial statements if consummated at the earlier dates described above, to give effect to pro forma events that are (1) directly attributable to the merger, (2) factually supportable, and (3) respect to the statements of income, expected to have a continuing impact on the consolidated results. The unaudited pro forma condensed consolidated financial information should be read in conjunction with the accompanying notes to the unaudited pro forma condensed consolidated financial statements. In addition, the unaudited pro forma condensed consolidated financial information was based on and should be read in conjunction with the following historical consolidated financial statements and accompanying notes of PGT for the applicable periods.

·	Audited consolidated financial statements of PGTI and subsidiary as of and for the year ended December 28, 2013 and the related notes included in the Form 10-K;

·	Audited consolidated financial statements of CGI and subsidiary as of and for the year ended December 31, 2013 and related notes included in Exhibit 99.4 of this Form 8-K;

·	Historical consolidated financial statements of PGTI and subsidiary as of and for the six months ended June 28, 2014 and the related notes included in the Form 10-Q;

·	Historical consolidated financial statements of CGI and subsidiary as of and for the six months ended June 28, 2014 and the related notes included in Exhibit 99.5 of this Form 8-K.

The unaudited pro forma condensed consolidated financial information has been presented for information purposes only. The pro forma information is not necessarily indicative of what the consolidated company’s financial position or results of operations would have been had the merger been completed as of the dates indicated above.

The unaudited pro forma condensed consolidated financial information does not reflect any cost savings, operational synergies or revenue enhancements, nor the cost to achieve these benefits, that the consolidated company may have achieved as a result of the merger.

PGT, Inc.

CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

Unaudited Pro Forma Condensed Consolidated Statements of Income

Six Months Ended June 28, 2014

(in thousands except per share)

	PGT, Inc.			CGI		Pro Forma Adjustments			See Note 2		Pro Forma

Net sales	$	144,346		$	19,066						$	163,412
Cost of sales		98,429			12,884							111,313

Gross margin		45,917			6,182							52,099

Selling, general and administrative expenses		26,329			4,186		768			B		31,283

Income from operations		19,588			1,996		(768	)				20,816

Interest expense, net		1,789			698		3,246			A		5,733
Other (income) expense, net		(101	)		12							(89	)
Income before income taxes		17,900			1,286		(4,014	)				15,172

Income tax expense		6,747			-		(2,138	)		C		4,609
Net income	$	11,153		$	1,286	$	(1,876	)			$	10,563

Net income per common share:
Basic	$	0.24									$	0.22

Diluted	$	0.22									$	0.21

Weighted average shares outstanding:
Basic		47,207										47,207

Diluted		49,716										49,716

The accompanying notes are an integral part of these unaudited pro forma condensed consolidated financial information.

PGT, Inc.

CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

Unaudited Pro Forma Condensed Consolidated Statements of Income

Year Ended December 28, 2013

(in thousand, except per share)

	PGT, Inc.			CGI		Pro Forma Adjustments			See Note 2		Pro Forma

Net sales	$	239,303		$	32,829						$	272,132
Cost of sales		159,169			21,059							180,228

Gross margin		80,134			11,770							91,904

Gain on sale of assets held		(2,195	)		-							(2,195	)
Selling, general and administrative expenses		54,594			8,609		1,274			B		64,477

Income from operations		27,735			3,161		(1,274	)				29,622

Interest expense, net		3,520			1,676		6,358			A		11,554
Other expense		770			20							790

Income before income taxes		23,445			1,465		(7,632	)				17,278
Income tax benefit		(3,374	)		-		(4,333	)		C		(7,707	)

Net income	$	26,819		$	1,465	$	(3,299	)			$	24,985

Net income per common share:
Basic	$	0.55									$	0.51

Diluted	$	0.51									$	0.48

Weighted average shares outstanding:
Basic		48,881										48,881

Diluted		52,211										52,211

The accompanying notes are an integral part of these unaudited pro forma condensed consolidated financial information.

PGT, Inc.

CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

Unaudited Pro Forma Condensed Consolidated Balance Sheet

As of June 28, 2014

(in thousands)

	PGT, Inc.			CGI			Pro Forma Adjustments			See Note 2		Pro Forma
ASSETS
Current assets:
Cash and cash equivalents	$	33,422		$	4,254		$	417			A	$	38,093
Accounts receivable,net		28,179			3,985								32,164
Inventories, net		15,805			3,128								18,933
Prepaid expenses		1,159			451			(200	)		A		1,410
Other current assets		3,409			-								3,409
Deferred income taxes		1,313			-			7,700			A		9,013

Total current assets		83,287			11,818			7,917					103,022

Property and equipment, net		51,174			1,791								52,965

Intangible assets, net		38,441			3,553			41,747			A		83,741
Deferred financing costs		1,703			151			776			B		2,630
Goodwill		-			10,552			41,424			A		51,976
Other assets, net		139			677								816

Total assets	$	174,744		$	28,542		$	91,864				$	295,150

LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable	$	8,530		$	1,741							$	10,271
Other accrued expenses		10,040			2,067								12,107
Current portion long-term debt		4,901			850			2,249			B		8,000
Total current liabilities		23,471			4,658			2,249					30,378

Long-term debt, less current maturities		70,573			12,624			103,195			B		186,392
Deferred income taxes		13,380			-								13,380
Other long-term liabilities		1,743			-								1,743

Total liabilities		109,167			17,282			105,444					231,893

Shareholders' equity:
Common stock		494			3			(3	)		A		494
Treasury stock		(11,071	)		-								(11,071	)
Paid in capital and accumulated deficit		78,619			12,297			(14,617	)		A/B		76,299
Stock subscription notes receivable		-			(1,040	)		1,040			A		-
Accumulated other comprehensive loss		(2,465	)		-								(2,465	)

Total shareholders' equity		65,577			11,260			(13,580	)				63,257

Total liabilities and shareholders' equity	$	174,744		$	28,542		$	91,864				$	295,150

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

PGT, INC.

NOTES TO PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

NOTE 1. Description of Transaction

In conjunction with the Merger Agreement, PGTI entered into a Credit Agreement (the “Credit Agreement”), among PGTI, the lending institutions identified in the Credit Agreement filed in Form 8-K on September 23, 2014, and Deutsche Bank AG New York Branch, as Administrative Agent and Collateral Agent. The Credit Agreement establishes new senior secured credit facilities in an aggregate amount of $235.0 million, consisting of a $200.0 million Tranche B term loan facility maturing in seven years that will amortize on a basis of 1% annually during the seven-year term, and a $35.0 million revolving credit facility maturing in five years that includes a swing line facility and a letter of credit facility. PGTI’s obligations under the Credit Agreement are secured by substantially all of its and its direct and indirect subsidiaries’ assets.

NOTE 2. Adjustments to Unaudited Pro Forma Condensed Consolidated Statements of Income

Note: The following adjustments are included in both the Condensed Consolidated Statements of Income for the year ended December 28, 2013 and the six months ended June 28, 2014.

(A)

Adjustment reflects the net change in interest expense for the period presented, as a result of entering into the Credit Agreement outlined above. The new credit agreement was entered into in conjunction with the merger and increased both the principal balance and the fixed portion of the interest rate.

(B)	Reversal includes amortization for certain CGI pre-merger intangibles, and the corresponding increase amortization resulting from expected amortization on acquired intangibles.

(C)

Represents the tax effect of adjustments to income before income taxes, primarily associated with incremental debt to finance the merger and increased amortization resulting from acquired intangibles. We assumed a 38.77% blended tax rate representing the estimated combined effective U.S. federal and state statutory rates.

NOTE 3. Adjustments to Unaudited Pro Forma Condensed Consolidated Balance Sheet

(A)

Adjustment reflects the preliminary estimated purchase price allocation of the $111 million paid as consideration as follows: goodwill of $52.0 million, intangible assets-tradenames of $19.0 million, amortizable intangible assets with estimated useful lives averaging approximately 7 years of $26.3 million, deferred tax assets of $7.7 million and working capital of $6.0 million. Our estimate of deferred tax assets are based on NOL limitations according to Section 382, as well as management's estimate of available NOL's as of June 30, 2014.

(B)

Adjustment reflects the outstanding balance of new borrowings under the credit agreement, net of unamortized debt discount, and the total repayments of both PGTI’s and CGI’s previous term loan facilities. Additionally the adjustment reflects the combined impact of deferred financing costs for the Credit Agreement, offset by write-offs of deferred financing costs associated with PGTI’s and CGI’s credit facility prior to the transaction.

ex994_100914.htm

dows

Exhibit 99.4

CGI Windows and Doors Holdings, Inc. and Subsidiary

Consolidated Financial Report

December 31, 2013

Contents

Independent Auditor’s Report 1

Financial Statements

Consolidated Balance Sheets 2

Consolidated Statements of Income 3

Consolidated Statements of Stockholders’ Equity 4

Consolidated Statements of Cash Flows 5

Notes to Consolidated Financial Statements 6 – 14

Independent Auditor’s Report

To the Board of Directors and Stockholders

CGI Windows and Doors Holdings, Inc. and Subsidiary

Doral, Florida

Report on the Financial Statements

We have audited the accompanying consolidated financial statements of CGI Windows and Doors Holdings, Inc. and Subsidiary which comprise the consolidated balance sheets as of December 31, 2013 and 2012, and the related consolidated statements of income, changes in stockholders’ equity and cash flows for the years then ended and the related notes to the consolidated financial statements.

Management’s Responsibility for the Financial Statements

Management is responsible for the preparation and fair presentation of these consolidated financial statements in accordance with accounting principles generally accepted in the United States of America; this includes the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.

Auditor’s Responsibility

Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the consolidated financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the consolidated financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity’s preparation and fair presentation of the consolidated financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control. Accordingly, we express no such opinion. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Opinion

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of CGI Windows and Doors Holdings, Inc. and Subsidiary as of December 31, 2013 and 2012, and the results of their operations and their cash flows for the years then ended in accordance with accounting principles generally accepted in the United States of America.

/s/ McGladrey LLP

Chicago, Illinois

April 3, 2014

CGI Windows and Doors Holding, Inc. and Subsidiary

Consolidated Balance Sheets

(in thousands, except share data)	December 31,			December 31,
	2013			2012
ASSETS
Current assets:
Cash	$	4,230		$	3,078
Accounts receivable, less allowance for doubtful accounts 2013 $70: 2012 $461		3,180			2,138
Inventories, net		3,885			2,840
Prepaid expenses and other current assets		390			400

Total current assets		11,685			8,456

Property and equipment, net		1,848			1,142

Goodwill		10,552			10,552
Intangible assets, net		4,306			6,022
Deferred financing costs, net		201			324
Other assets		571			553

Total assets	$	29,163		$	27,049

LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Current maturities of long-term debt	$	650		$	400
Current maturities of capital lease obligations		38			38
Accounts payable		2,426			1,180
Accrued expenses		1,071			771
Accrued warranties		267			275
Customer deposits		579			836

Total current liabilities		5,031			3,500

Long-term debt, less current maturities		14,062			14,935
Capital lease obligations, less current maturities		96			126
Total long-term liabilities		14,158			15,061

Total liabilities		19,189			18,561

Stockholders' equity:
Common stock; par value $.01 per share; 2,500,000 shares authorized;		3			3
issued and outstanding 288,565 shares
Additional paid-in-capital		29,207			29,133
Stock subscription notes receivable		(1,040	)		(987	)
Accumulated deficit		(18,196	)		(19,661	)
Total stockholders' equity		9,974			8,488

Total liabilities and stockholders' equity	$	29,163		$	27,049

See Notes to Consolidated Financial Statements

CGI Windows and Doors Holding, Inc. and Subsidiary

Consolidated Statements of Income

(in thousands, except share data)
	Year Ended
	December 31,		December 31,
	2013		2012

Net sales	$	32,829	$	24,530
Cost of sales		21,059		15,631

Gross profit		11,770		8,899

Selling, general and administrative expenses		6,174		5,117
Depreciation and amortization		2,435		2,556
		8,609		7,673

Operating income		3,161		1,226

Interest expense, net		1,676		1,686
Other expense, net		20		20

Net income (loss)	$	1,465	$	(480	)

See Notes to Consolidated Financial Statements

CGI Windows and Doors Holding, Inc. and Subsidiary

Consolidated Statements of Stockholders' Equity

	Common Stock		Additional Paid-In Capital		Stock Subscription Notes Receivable			Accumulated Deficit			Total
(in thousands, except share data)
Balance, December 31, 2011	$	3	$	29,016	$	(904	)	$	(19,181	)	$	8,934

Interest on stock subscription notes receivable		-		83		(83	)		-			-

Stock-based compensation (Note 6)		-		34		-			-			34

Net (loss)		-		-		-			(480	)		(480	)

Balance, December 31, 2012	$	3	$	29,133	$	(987	)	$	(19,661	)	$	8,488

Interest on stock subscription notes receivable		-		53		(53	)		-			-

Stock-based compensation (Note 6)		-		21		-			-			21

Net income		-		-		-			1,465			1,465

Balance, December 31, 2013	$	3	$	29,207	$	(1,040	)	$	(18,196	)	$	9,974

See Notes to Consolidated Financial Statements

CGI Windows and Doors Holding, Inc. and Subsidiary

Consolidated Statements of Cash Flows


(in thousands, except share data)	Year Ended
	December 31,			December 31,
	2013			2012

Cash Flows from Operating Activities:
Net income (loss)	$	1,465		$	(480	)
Adjustments to reconcile net income (loss) to net cash
provided by operating activities:
Depreciation and amortization or property and equipment		566			419
Amortization of intangible assets and deferred financing costs		1,869			2,137
Stock-based compensation		21			34
Paid-in-kind interest on long-term debt		150			153
Change in operating assets and liabilities:
Accounts receivable		(1,042	)		(185	)
Inventories		(1,045	)		(346	)
Prepaid expenses and other assets		(8	)		65
Accounts payable		1,246			381
Accrued expenses		300			(183	)
Accrued warranties		(8	)		37
Customer deposits		(257	)		668

Net cash provided by operating activities		3,257			2,700

Cash Flows from Investing Activities:
Purchases of property and equipment		(1,272	)		(392	)
Expenditures for patent		(30	)		-
Net cash used in investing activities		(1,302	)		(392	)

Cash Flows from Financing Activities:
Payment of deferred financing costs		-			(362	)
Repayments under capital lease obligations		(30	)		(14	)
Repayments of long-term debt		(773	)		(300	)

Net cash used in financing activities		(803	)		(676	)

Net increase in cash		1,152			1,632
Cash at beginning of period		3,078			1,446
Cash at end of period	$	4,230		$	3,078

Supplemental Disclosure of Cash Flow Information
Cash payments for interest	$	1,700		$	1,462

Supplemental Schedule of Noncash Investing and Financing Activities
Capital lease obligations incurred for equipment purchases	$	-		$	177

See Notes to Consolidated Financial Statements

CGl Windows and Doors Holdings, Inc. and Subsidiary

Notes to Consolidated Financial Statements

(In Thousands, Except Share Data)

Note 1.

Nature of Business and Significant Accounting Policies

Nature of business: CGI Windows and Doors Holdings, Inc. (the Parent), through its wholly owned subsidiary CGI Windows and Doors, Inc. (CGI) (collectively, the Company), manufactures impact resistant windows and doors that are primarily sold and distributed through dealers to customers located mostly in the southeastern United States and the Caribbean. The Company extends credit terms of generally 30 days to customers. The Parent is a holding company with no other operations.

Significant accounting policies are as follows:

Principles of consolidation: The consolidated financial statements include the accounts of CGI Windows and Doors Holdings, Inc. and its wholly owned subsidiary, CGI Windows and Doors, Inc. All intercompany accounts and transactions are eliminated in consolidation.

Accounting estimates: The preparation of consolidated financial statements requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. Actual results can differ from those estimates.

Cash concentration: The Company maintains substantially all of its cash at one financial institution which, at times, may exceed the federally insured limit. The Company has not experienced any losses in such accounts. The Company believes it is not exposed to any significant credit risk on cash.

Accounts receivable: Accounts receivable are carried at original invoice amount less an estimate made for doubtful receivables based on a review of all outstanding amounts on a monthly basis. Management determines the allowance for doubtful accounts by identifying troubled accounts and by using historical experience applied to an aging of accounts. Receivables are written off when deemed uncollectible. Recoveries of receivables previously written off are recorded when received.

Inventories: Inventories are valued at the lower of cost or market, cost being determined on the weighted average basis.

Property and equipment: Property and equipment, including leasehold improvements and assets acquired under capital lease obligations, are recorded at cost and depreciated and amortized over the estimated useful life of the assets using the straight-line method (the lesser of the term of the applicable lease or estimated service life in the case of leaseholds). Useful lives used to depreciate property and equipment range from 3 to 5 years. Costs of major additions and improvements are capitalized and expenditures for maintenance and repairs, which do not extend the useful life of the asset, are expensed in the period incurred. Upon sale or retirement, the asset cost and related accumulated depreciation are removed from the accounts and any related gain or loss is reflected in income.

Goodwill and other intangible assets: The Company’s goodwill was recorded as a result of the Parent’s acquisition of CGI. The Company tests its recorded goodwill for impairment on an annual basis as of December 31, or more often if indicators of potential impairment exist, by determining if the carrying value of the reporting unit exceeds its estimated fair value. The Company follows the guidance which allows the Company to first evaluate the goodwill for impairment using qualitative factors rather than quantitative. If it is more likely than not that the carrying value of the reporting unit exceeds its fair value, the Company is required to continue the analysis using quantitative factors. During 2013 and 2012, the Company determined that no impairment of goodwill existed.

The Company also has intangible assets that are amortized over their finite useful lives primarily using the economic benefit method. Intangible assets with a finite useful life, including tradename, patents and customer relationships are being amortized over estimated useful lives ranging from 7 to 17 years.

CGl Windows and Doors Holdings, Inc. and Subsidiary

Notes to Consolidated Financial Statements

(In Thousands, Except Share Data)

Note 1.

Nature of Business and Significant Accounting Policies (Continued)

Long-lived assets: The Company continually evaluates whether events and circumstances have occurred that indicate that the remaining balance of long-lived assets to be held and used in operations may be impaired and not be recoverable. In performing this evaluation, an estimate of the related cash flows expected to result from the use of the asset and its eventual disposition are used. When this evaluation indicates the asset has been impaired, the Company measures such impairment based on the asset’s fair value and the amount of such impairment is charged to earnings. No impairment charges were recognized during 2013 or 2012.

Deferred financing costs: Financing costs associated with long-term debt are capitalized and amortized over the terms of the related debt using the effective interest method. At December 31, 2013 and 2012, deferred financing costs totaled approximately $1,508, and the related accumulated amortization was approximately $1,307 and $1,184, respectively.

Income taxes: In accordance with guidance on accounting for income taxes, the Company recognizes deferred tax assets and liabilities for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases, using enacted tax rates in effect in the years in which the differences are expected to reverse. Valuation allowances are provided if it is more likely than not that some or all of the deferred tax assets will not be realized.

The Company follows the Financial Accounting Standards Board (FASB) guidance related to accounting for uncertainty in income taxes. The Company has not recorded a reserve for any tax positions for which the ultimate deductibility is highly certain but for which there is uncertainty about the timing of such deductibility. The Company files tax returns in all appropriate jurisdictions, most notably federal and Florida state tax returns. Open tax years are 2010 to 2012, with statutes expiring between 2014 to 2016, respectively. When and if applicable, potential interest and penalty expenses are accrued as incurred and classified in selling, general and administrative expenses in the consolidated statements of income. As of December 31, 2013 and 2012, the Company has no liability for unrecognized tax benefits.

In September 2013, the Internal Revenue Service released the final tangible property regulations for Sections 162(a) and 263(a) of the Internal Revenue Code, regarding the deduction and capitalization of amounts paid to acquire, produce, or improve tangible property. The final regulations replace temporary regulations that were issued in December 2011 and are effective for tax years beginning January 1, 2014, with early adoption permitted for tax years beginning January 1, 2012. The final regulations are effective for the Company for its tax year beginning January 1, 2014, and the Company is currently evaluating the impact of the final regulations on its consolidated financial statements.

Revenue recognition: Revenue from the sale of products is recognized at the time of delivery to customers. Customer deposits represent advances from customers that are deferred until product is delivered to customers.

Stock-based compensation: The Parent has a stock-based compensation plan which is described more fully in Note 6. Compensation cost relating to share-based payment transactions as provided by the plan is recognized in the consolidated financial statements.

Reclassifications: Certain items in the 2012 consolidated financial statements have been reclassified to conform to the 2013 presentation.

Subsequent events: The Company has evaluated subsequent events for potential recognition and/or disclosure through April 3, 2014, the date the consolidated financial statements were available to be issued.

CGl Windows and Doors Holdings, Inc. and Subsidiary

Notes to Consolidated Financial Statements

(In Thousands, Except Share Data)

Note 2.

Inventories

Inventories consist of the following as of December 31, 2013 and 2012:

	December 31, 2013			December 31, 2012
Finished goods	$	52		$	57
Work in process		24			11
Raw materials		3,850			2,813
Reserve for obsolescence		(41	)		(41	)
	$	3,885		$	2,840

Note 3.

Property and Equipment

Property and equipment at December 31, 2013 and 2012, consist of the following:

	December 31, 2013			December 31, 2012
Leasehold improvements	$	471		$	472
Furniture, fixtures and office equipment		945			871
Machinery and equipment		2,816			1,654
Vehicles and trucks		322			322
	$	4,554		$	3,319
Less accumulated depreciation and amortization		(2,706	)		(2,177	)
	$	1,848		$	1,142

Note 4.

Intangible Assets

Following is a summary of the intangible assets as of December 31, 2013 and 2012:

	December 31, 2013				December 31, 2012
	Gross Carrying Amount		Accumulated Amortization		Gross Carrying Amount		Accumulated Amortization

Tradename	$	7,216	$	5,603	$	7,216	$	4,923
Patents		3,961		2,777		3,931		2,452
Customer relationships		9,311		7,802		9,311		7,061
	$	20,488	$	16,182	$	20,458	$	14,436

Amortization expense during the years ended December 31, 2013 and 2012, was approximately $1,746 and $2,061, respectively.

CGl Windows and Doors Holdings, Inc. and Subsidiary

Notes to Consolidated Financial Statements

(In Thousands, Except Share Data)

Note 4.

Intangible Assets (Continued)

The following summarizes the approximate future amortization expense for the intangible assets:


Years ending December 31:
2014	$	1,501
2015		1,290
2016		1,110
2017		204
2018		182
Thereafter		19
	$	4,306

Note 5.

Notes Payable and Long-Term Debt

The Company has a credit agreement with a bank, as refinanced and replaced on September 24, 2012, that provides for a revolving line of credit up to a maximum of $1,500 and a $15,020 term note payable.

Borrowings on the revolving line of credit, which expires in September 2017, generally bear interest at either the bank’s prime rate (3.25 percent at December 31, 2013) plus 6.50 percent, of which 1.00 percent is paid-in-kind through an addition to the principal, subject to a 4.00 percent prime floor, or LIBOR (0.20 percent at December 31, 2013) plus 7.50 percent, of which 1.00 percent is paid-in-kind through an addition to the principal balance, subject to a 3.00 percent LIBOR floor. There were no borrowings outstanding on the revolving line of credit at December 31, 2013 or 2012.

The term note payable bears interest quarterly based on the same rates as described above and requires quarterly principal payments of $125 in March 2014, $150 in June 2014, $175 in September 2014, $200 in December 2014, $225 in March 2015 and $250 through June 2017, with the balance of approximately $11,587 due in September 2017. The term note payable balance outstanding at December 31, 2013 and 2012 is $14,712 and $14,961, respectively.

Borrowings under the credit agreement are collateralized by substantially all of the assets of the Company. The credit agreement also includes certain restrictive and financial covenants, including the maintenance of minimum EBITDA levels and total leverage and fixed charge coverage ratios, as well as establishing limits on annual capital expenditures.

Additionally, the Company issued an unsecured note payable to the former owners of Construction Glass Industries Corporation, the Company’s predecessor prior to the acquisition. The note payable bore interest at 8.00 percent and was scheduled to mature in 2017. During December 2013, the note was repaid in full, including all accrued interest, of which approximately $29 was incurred during 2013. As of December 31, 2012, the balances of the note payable and accrued interest totaled approximately $373 and $174, respectively.

CGl Windows and Doors Holdings, Inc. and Subsidiary

Notes to Consolidated Financial Statements

(In Thousands, Except Share Data)

Note 5.

Notes Payable and Long-Term Debt (Continued)

Future maturities of long-term debt are as follows:


Years ending December 31:
2014	$	650
2015		975
2016		1,000
2017		12,087
Total	$	14,712

Note 6.

Incentive Plan and Stock Options

The Parent has an incentive plan that provides for up to 125,000 shares of the Parent's authorized stock to be awarded as options or restricted stock. The exercise price of stock options granted under the plan is equal to the fair market value of the Company’s common stock at the date of grant. Series A Options vest and become exercisable incrementally over a 5-year period. Options become 15 percent, 35 percent, 65 percent and 100 percent vested on the second, third, fourth, and fifth anniversaries of the grant date, respectively. Series A Options also provide for accelerating vesting if there is a change in control as described in the plan agreement. Series B Options only vest upon the sale of the Company in which the majority stockholder receives a minimum return on invested capital. Both Series A and B Options expire on the 10th anniversary of the grant date or 90 days following the date of termination of the Optionee’s employment with the Company. The calculated value of each option award is estimated at the date of grant using the Black-Scholes option valuation model. There were no stock option grants during 2013 or 2012.

CGl Windows and Doors Holdings, Inc. and Subsidiary

Notes to Consolidated Financial Statements

(In Thousands, Except Share Data)

Note 6.

Incentive Plan and Stock Options (Continued)

A summary of Series A and Series B incentive stock options is as follows:

For the year ended December 31, 2013:

Series A:
Weighted Average Exercise Price	Year-End Outstanding Options	Options Exercisable	Options Granted During Year	Options Exercised	Options Forfeited/ Cancelled	Expiration Date	Weighted Average Remaining Contractual Term (Years)
$ 36.86	7,453	1,118	-	-	(165)	Various 2021	7.58
Series B:
Weighted Average Exercise Price	Year-End Outstanding Options	Options Exercisable	Options Granted During Year	Options Exercised	Options Forfeited/ Cancelled	Expiration Date	Weighted Average Remaining Contractual Term (Years)
$ 36.86	20,014	-	-	-	(165)	Various 2021	7.58

For the year ended December 31, 2012:

Series A:
Weighted Average Exercise Price	Year-End Outstanding Options	Options Exercisable	Options Granted During Year	Options Exercised	Options Forfeited/ Cancelled	Expiration Date	Weighted Average Remaining Contractual Term (Years)
$ 36.86	7,618	-	-	-	-	Various 2021	8.67

Series B:
Weighted Average Exercise Price	Year-End Outstanding Options	Options Exercisable	Options Granted During Year	Options Exercised	Options Forfeited/ Cancelled	Expiration Date	Weighted Average Remaining Contractual Term (Years)
$ 36.86	20,179	-	-	-	-	Various 2021	8.67

The Company recognized approximately $21 and $34 of compensation expense during the years ended December 31, 2013 and 2012, for Series A stock options granted, respectively.

As a result of the contingent nature of the Series B stock options, no compensation expense has been recorded in the accompanying consolidated statements of income.

CGl Windows and Doors Holdings, Inc. and Subsidiary

Notes to Consolidated Financial Statements

(In Thousands, Except Share Data)

Note 7.

Employee Benefit Plan

The Company sponsors a defined contribution 401(k) plan covering substantially all of their employees. The plan allows employees to voluntarily contribute pretax amounts up to a maximum amount allowable by the Internal Revenue Service. The Company may make discretionary contributions. The Company made no discretionary contributions during the years ended December 31, 2013 and 2012.

Note 8.

Product Warranty

The Company guarantees its products against defects in materials and/or workmanship for various periods between one and ten years from the date of purchase. A provision for estimated future costs is recorded based on historical experience and for specifically identified warranty exposures. Changes in the Company's warranty liability during the years ended December 31, 2013 and 2012, were as follows:

	2013			2012
Accrued warranties, beginning balance	$	275		$	238
Warranty claims paid		(51	)		(140	)
Warranty provisions		43			177
Accrued warranties, ending balance	$	267		$	275

Note 9.

Commitments and Related-Party Transactions

The Company leases its office and manufacturing facility under an operating lease agreement, most recently amended on February 17, 2012, with an affiliate related through common ownership. The lease provides for monthly rental payments ranging from approximately $58 to $64 through its expiration in December 2017 and includes a provision that allows the Company to terminate the lease agreement with one year notice. The Company is also required to pay all property taxes, insurance and repair costs of the leased facility.

Rent expense related to this agreement was approximately $719 during each of the years ended December 31, 2013 and 2012.

Minimum payments under the lease agreement are approximately as follows:

Years ending December 31:
2014	$	745
2015		770
2016		797
2017		825
	$	3,137

The Company has entered into a management services agreement with an affiliate related through common ownership that provides for a management fee to be based on 1.00 percent of total revenues not to exceed $750 annually plus certain out-of-pocket expenses. During the years ended December 31, 2013 and 2012, the Company incurred fees and expenses under this agreement totaling approximately $407 and $325, respectively, of which approximately $38 and $26 was accrued at December 31, 2013 and 2012, respectively.

CGl Windows and Doors Holdings, Inc. and Subsidiary

Notes to Consolidated Financial Statements

(In Thousands, Except Share Data)

Note 10.

Capital Lease Obligations

The Company leases certain vehicles under capital lease agreements. The assets and liabilities under lease are recorded at the present value of the future minimum rental payments discounted at 7.75 percent.

Minimum future lease payments at December 31, 2013, are as follows:

Years ending December 31:
2014	$	38
2015		38
2016		38
2017		37
Total minimum lease payments		151
Less the amount representing interest		(17	)
Present value of net minimum lease payments		134
Less current portion		(38	)
Long-term obligation under capital leases	$	96

The cost of the assets under capital leases at December 31, 2013 and 2012, approximated $177. The accumulated amortization of the assets under capital leases at December 31, 2013 and 2012 was $44 and $14, respectively.

Note 11.

Income Taxes

Significant components of the Company’s deferred tax assets and liabilities at December 31, 2013 and 2012, are approximately as follows:

	2013			2012
Deferred tax assets:
Allowance for doubtful accounts	$	26		$	161
Accrued expenses		212			182
Inventory reserve		15			14
Property and equipment		-			35
Net operating loss carryforwards		4,156			3,763
Goodwill		-			312
Intangible assets		2,606			2,273
		7,015			6,740
Less: Valuation allowance		6,682			6,740
		333			-
Deferred tax liabilities
Property and equipment		(199	)		-
Goodwill		(134	)		-
		(333	)		-
Net deferred tax assets (liabilities)	$	-		$	-

At December 31, 2013, the Company has federal and state net operating loss carryforwards of approximately $11,044, respectively, which begin expiring in 2027. A valuation allowance has been established due to the uncertainty that the benefits resulting from the reversal of deferred tax assets and the net operating loss carryforwards may not be realized or utilized.

A reconciliation of the provision for income taxes computed at the statutory federal income tax rate of 34 percent consists of the following:

	2013			2012

Income tax expense (benefit) at the statutory rate	$	498		$	(161	)
Decrease (increase) resulting from:
State income tax expense (benefit), net of federal tax effect		53			(7	)
Nondeductible expenses		15			10
Valuation allowance change		(58	)		156
Effect of change in rate		(116	)		-
Provision to actual adjustment		(390	)		-
Other		(2	)		2
	$	-		$	-

ex995_100914.htm

EXHIBIT 99.5

CGl Windows and Doors Holdings, Inc. and Subsidiary

Contents

Financial Statements

Unaudited Condensed Consolidated Balance Sheets 1

Unaudited Condensed Consolidated Statements of Income 2

Unaudited Condensed Consolidated Statements of Cash Flows 3

Notes to Unaudited Condensed Consolidated Financial Statements 4

CGl Windows and Doors Holdings, Inc. and Subsidiary

UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands, except share data)	June 30,			December 31,
	2014			2013
ASSETS
Current assets:
Cash	$	4,254		$	4,230
Accounts receivable, net		3,985			3,180
Inventories, net		3,128			3,885
Prepaid expenses and other current assets		451			390

Total current assets		11,818			11,685

Property and equipment, net		1,791			1,848

Goodwill		10,552			10,552
Intangible assets, net		3,553			4,306
Deferred financing costs, net		151			201
Other assets		677			571

Total assets	$	28,542		$	29,163

LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Current maturities of long-term debt	$	850		$	650
Current maturities of capital lease obligations		38			38
Accounts payable		1,741			2,426
Accrued expenses		799			1,071
Accrued warranties		255			267
Customer deposits		894			579

Total current liabilities		4,577			5,031

Long-term debt, less current maturities		12,624			14,062
Capital lease obligations, less current maturities		81			96
		12,705			14,158

Total liabilities		17,282			19,189

Stockholders' equity:
Common stock; par value $.01 per share; 2,500,000 shares authorized;		3			3
288, 565 shares issued and outstanding at June 30, 2014, and December 31, 2013, respectively
Additional paid-in-capital		29,207			29,207
Stock subscription notes receivable		(1,040	)		(1,040	)
Accumulated deficit		(16,910	)		(18,196	)
Total stockholders' equity		11,260			9,974

Total liabilities and stockholders' equity	$	28,542		$	29,163

See Notes to Unaudited Condensed Consolidated Financial Statements.

CGl Windows and Doors Holdings, Inc. and Subsidiary
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(in thousands, except per share)	Six Months Ended
	June 30,		June 30,
	2014		2013
Net sales	$	19,066	$	13,752
Cost of sales		12,884		8,999

Gross margin		6,182		4,753

Selling, general and administrative expenses		4,186		3,983

Income from operations		1,996		770

Interest expense, net		698		812
Other expense, net		12		12

Net income (loss)	$	1,286	$	(54	)

See Notes to Unaudited Condensed Consolidated Financial Statements.

CGl Windows and Doors Holdings, Inc. and Subsidiary

Unaudited Condensed Consolidated Statements of Cash Flows

(in thousands, except share data)	Six Months Ended
	June 30,			June 30,
	2014			2013

Cash flows from operating activities:
Net income (loss)	$	1,286		$	(54	)
Adjustments to reconcile net income (loss) to net cash
provided by operating activities:
Depreciation and amortization of property and equipment		254			223
Amortization of intangible assets and deferred financing costs		803			938
Paid-in-kind interest on long-term debt		-			74
Change in operating assets and liabilities:
Accounts receivable		(805	)		(390	)
Inventories		757			(525	)
Prepaid expenses and other assets		(167	)		(428	)
Accounts payable		(685	)		922
Accrued expenses		(272	)		185
Accrued warranties		(12	)		48
Customer deposits		315			482

Net cash provided by operating activities		1,474			1,475

Cash flows from investing activities:
Purchases of property and equipment		(197	)		(240	)

Net cash used in investing activities		(197	)		(240	)

Cash flows from financing activities:
Repayments of long-term debt		(1,238	)		(126	)
Repayments under capital lease obligations		(15	)		(74	)

Net cash provided by (used in) financing activities		(1,253	)		(200	)

Net increase in cash		24			1,035
Cash at beginning of period		4,230			3,078
Cash at end of period	$	4,254		$	4,113

See Notes to Unaudited Condensed Consolidated Financial Statements

CGl Windows and Doors Holdings, Inc. and Subsidiary

UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(In Thousands, Except Share Data)

Note 1. Basis of Presentation

CGI Windows and Doors Holdings, Inc. (the Parent), through its wholly owned subsidiary CGI Windows and Doors, Inc. (CGI), manufactures impact resistant windows and doors that are primarily sold and distributed through dealers to customers located mostly in the southeastern United States and the Caribbean. The Company extends credit terms of generally 30 days to customers. The Parent is a holding company with no other operations.

The unaudited condensed consolidated financial statements include the accounts of CGI Windows and Doors Holdings, Inc. and its wholly owned subsidiary, CGI Windows and Doors, Inc. All intercompany accounts and transactions are eliminated in consolidation. The accompanying unaudited interim condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principals ("GAAP") for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulations S-X. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. The financial information presented should be read in conjunction with our consolidated financial statements for the fiscal year ended December 31, 2013, included in this Form 8-K/A. The results for the interim period are not necessarily indicative of results to be expected for the year. Significant accounting policies are detailed in the consolidated financial statements for the fiscal year ended December 31, 2013, included in this Form 8-K/A.

The Company has evaluated subsequent events for potential recognition and/or disclosure through October 9, 2014, that date the unaudited condensed consolidated financial statements were available.

Note 2. Proposed Sale of the Company and Subsequent Event

On July 25, 2014, CGI Windows and Doors Holdings, Inc., a Delaware corporation, (the “Company”) entered into an Agreement and Plan of Merger (the “Merger Agreement”) with PGT, Inc., through its wholly-owned subsidiary PGT Industries, Inc. (collectively, “PGTI”), Hot Ledge Company, a Delaware corporation and wholly-owned subsidiary of PGTI (“Acquisition Sub”), and Cortec Group Fund IV, L.P., solely in its capacity as the representative of the equity holders of the Company (the “Representative”). Pursuant to the terms and conditions of the Merger Agreement, Acquisition Sub will merge with and into the Company, with the Company surviving as a wholly-owned subsidiary of PGTI (the “Merger”).

Under the terms of the Merger Agreement, at the effective time of the Merger, all outstanding shares of capital stock of the Company (other than shares as to which dissenters’ rights have been properly exercised) will be cancelled and converted into the right to receive aggregate merger consideration of $111 million in cash, as adjusted with respect working capital, cash, indebtedness and unpaid transaction expenses of the Company as of the closing date of the Merger. Proceeds of the Merger Agreement were additionally used to pay off the Company's outstanding obligation in connection with their Credit Agreement. Upon completion of the Merger Agreement, all outstanding stock options of the Company immediately vested and converted into the right to receive aggregate merger consideration.

Note 3. Inventories

Inventories consist of the following as of June 30, 2014 and December 31, 2013:

	June 30, 2014		December 31, 2013
Finished goods	$	239	$	52
Work in process		50		24
Raw materials		2,839		3,809
	$	3,128	$	3,885

Note 4. Depreciation and Amortization Expense

The Company recorded of approximately $254 and $223 of depreciation expense during the first six months of 2014 and 2013, respectively. The Company recorded amortization expense on its tradename, patents, customer relationships and deferred financing costs of approximately $803 and $938 during the first six months of 2014 and 2013, respectively.

Note 5. Product Warranty

The Company guarantees its products against defects in materials and/or workmanship for various periods between one and ten years from the date of purchase.A provision for estimated future costs is recorded based on historical experience and for specifically identified warranty exposures. Changes in the Company's warranty liability during the six months ended June 30, 2014 and 2013, were as follows:

	June 30, 2014			June 30, 2013
Accrued warranties, beginning balance	$	267		$	275
Warranty claims paid		(48	)		(28	)
Warranty provisions		36			76
Accrued warranties, ending balance	$	255		$	323