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Investor Presentation November 2015

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Page 1: 11 15 investor presentation

Investor PresentationN o v e m b e r 2 0 1 5

Page 2: 11 15 investor presentation

These slides and the accompanying oral discussion may contain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements involve known and unknown risks, uncertainties and other factors that could cause the actual results of Ply Gem Holdings, Inc. (the “Company”) to differ materially from the results expressed or implied, including: downturns in the home repair and remodeling or the new construction end markets, or the economy or the availability of consumer credit; competition from other exterior building products manufacturers and alternative building materials; inability to successfully develop new products or improve existing products; changes in the costs and availability of raw materials; consolidation and further growth of our customers; loss of, or a reduction in orders from, any of our significant customers; inclement weather conditions; increases in union organizing activity and work stoppages at our facilities or the facilities of our suppliers; our ability to employ, train and retain qualified personnel at a competitive cost; claims arising from the operations of our various businesses prior to our acquisitions; product liability claims, including class action claims, relating to the products we manufacture; litigation outside of product liability claims; loss of certain key personnel; interruptions in deliveries of raw materials or finished goods; environmental costs and liabilities; inability to realize anticipated synergies and cost savings with respect to acquisitions; manufacturing or assembly realignments; threats to, or impairments of, our intellectual property rights; increases in fuel costs; changes in foreign currency exchange and interest rates; material non-cash impairment charges; our significant amount of indebtedness; covenants in the ABL Facility, the credit agreement governing our Senior Secured Term Loan Facility and the indenture governing the 6.50% Senior Notes; limitations on our net operating losses and payments under the tax receivable agreement to our current stockholders; failure to successfully consummate and integrate future acquisitions; actual or perceived security vulnerabilities or cyberattacks on our networks; failure to effectively manage labor inefficienciesassociated with increased productions and new employees added to the Company; failure to generate sufficient cash to service all of our indebtedness and make capital expenditures; control by the CI Partnerships; failure to maintain effective internal controls over financial reporting; and the risks set forth in the Company’s filings with the Securities and Exchange Commission. Consequently such forward-looking statements should be regarded as the Company’s current plans, estimates and beliefs. Except as required by law, the Company does not undertake and specifically declines any obligation to publicly release the results of any revisions to these forward-looking statements that may be made to reflect any future events or circumstances after the date of such statements or to reflect the occurrence of anticipated or unanticipated events.

In addition, these slides and the accompanying oral discussion reference financial information determined by methods other than in accordance with accounting principles generally accepted in the United States of America (“GAAP”), such as adjusted EBITDA. The Company’s management uses these non-GAAP measures in its analysis of the Company’s performance. The Company believes that the presentation of certain non-GAAP measures provides useful supplemental information that is essential to a proper understanding of the operating results of the Company’s core business. These non-GAAP measures should not be viewed as a substitute for operating results determined in accordance with GAAP, nor are they necessarily comparable to non-GAAP performance measures that may be presented by other companies. A reconciliation of each non-GAAP financial measure to the most directly comparable GAAP financial measure is provided in the appendix to the slides.

LegalDisclaimer

1

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Ply Gem Overview

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• Exceeding $1.8 Billion in net sales (1)

• Approximately 9,000 associates

One of the Largest Manufacturers of Exterior Building and Home Improvement Products in North America

3

CompanyOverview

(1) LTM 3Q15; Pro Forma for the Simonton and Canyon Stone acquisitions.

46%54% 47%53%

NEW CONSTRUCTION / R&R(1)WINDOWS / SIDING (1)

13%

87%

U.S. / Canada(1)

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• #1 in vinyl siding in North America

• #1 in aluminum accessories in U.S.

• #1 in vinyl / aluminum windows in U.S.

• #1 in windows in Western Canada

Leading Manufacturer of Exterior Building Products

4

CompanyOverview

Provider of branded products for new construction and home improvement markets, sold through multiple distribution channels covering a variety of price points

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Extensive Exterior Product Portfolio

5

CompanyOverview

Engineered roofing products

Gable vents and accessories

Gutter protection systems

Vinyl and aluminum soffitWindow mantles

Manufactured stoneVinyl and aluminum siding

ShuttersMounting blocks

Decorative corner posts

Rain removal systems

Door surround systems

Patio Doors

Windows

Rail and fencing

Outdoor structures

Exterior doors

PVC trim

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• Provides differentiation for Ply Gem customers

• Provides a single sourcing opportunity

• Hits the sweet spot of an emerging trend

• Features NAHB Green Approved products

• Fulfills the “One Ply Gem” MISSION

Alexandria, VA Designed Exterior Remodel

BEFORE

Three Weeks later using The Designed Exterior concept

AFTER

Complete Exterior Solution Offering for CustomersCompanyOverview

6

Page 8: 11 15 investor presentation

Vinyl Siding Market Leader

• #1 vinyl siding manufacturer in North America (~38% share in the US)

• Consolidated industry with 4 participants holding over 90% share

• Strong trade brands

• Multi-channel distribution network servicing both new construction and R&R

• State-of-the-art automated manufacturing facilities with capacity

~$5,600

~$1,500$842

Exterior CladdingMarket Size

Vinyl SidingMarket Size

Ply Gem LTM 3Q15Net Sales

($ in mm)

Why Ply Gem Key Brands

North American Market Summary

7

CompanyOverview

(1)

(2)

Market size: According to Principia Partners.(1) Includes the results of Canyon Stone from the date of acquisition, May 29, 2015(2) Includes all product categories within Siding, Fencing & Stone segment

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• #1 vinyl and aluminum window manufacturer in the U.S.

• #1 window and door manufacturer in Western Canada

• Multi-channel distribution network servicing both new construction and R&R covering every price point

• Highly efficient, vertically integrated production

• Continued to gain market share during downturn

$9,000

$1,017

Market Size Ply Gem LTM 3Q15Net Sales

($ in mm)

Market size: Company estimate – new construction and R&R.

~

Vinyl and Aluminum Windows Market Leader

Why Ply Gem Key Brands

North American Market Summary

8

CompanyOverview

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Regional local one-step distributors

Two-step distributors

National one-step distributors

Retailers

Homebuilders

New Construction

Regional/localone-step distributors

National one-stepdistributors

Retailers

Two-stepdistributors

Home Repair and Remodeling

• Homebuilders

• Contractors

• Contractors

• Individuals

Multi-Channel Distribution Network Serving a Broad Customer Base

CompanyOverview

9

Broad Supply Chain Representative Customers

Diversity of channels and customers with limited customer concentration Top 10 customers account for only ~48% of 2014 net sales

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Manufacturing & Distribution Platform

10

CompanyOverview

29 Manufacturing Plants

34 Distribution Centers

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• Business diversity

• Cross sell our products

• Double digit growth

• World class safety & quality

• Low cost producer

• Efficient supply chain

Customer Focus

Innovation

ProfitableGrowth

Continuous Improvement

HumanResources

LEVERAGE

Company Overview

11

• Associate development

• Succession planning

• Communicate & empower

• Customer solutions

• Customer experience

• Leading brands

• Measure, Engagement

• New products / Solutions

• Utilize technology

• Open collaboration

• Sustainability

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Market and Housing Update

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Crisis of Confidence is Starting to Improve

13

MarketUpdate

-8.0

-3.0

2.0

7.0

4.0

6.0

8.0

10.0

40.0

60.0

80.0

100.0

2011 2012 2013 2014 2015

Source: Bureau of Labor Statistics, Zillow, University of Michigan,Government of Canada, CREA, Conference Board of Canada

(*) Excluding Greater Vancouver and Greater Toronto

Unemployment RateAnnual Change in Home ValuesConsumer Sentiment

5.1%

3.3%

92.1

Canada

7.1%

3.3%(*)

95.3

U.S.

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U.S. SFHS Forecasted to Increase

14

1,7191,474

1,036

616442 471 434 537 620 647 714

8771,148

354

338

306

284

112 114 178247

308 354405

378

372

0

500

1,000

1,500

2,000

2,500

2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015E 2016E 2017E

Single-Family Multi-Family(in thousands)

-75%

MarketUpdate

Source: NAHB, November 3, 2015

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Canada SFHS Forecast

15

121 11993

7694 82 84 77 76 68 69 65

106 109

118

73

97 112131

111 114 119 109 109

0

50

100

150

200

250

2006 2007 2008 2009 2010 2011 2012 2013 2014 2015E 2016E 2017E

Single-Family Multi-Family

MarketUpdate

Source: CMHC, Fourth Quarter 2015

(in thousands)

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Growth Will be in Healthier Markets

16

MarketUpdate

Source: NAHB

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North American Residential Siding Market by Product

17

MarketUpdate

Source: Principia Partners, August 2014

Vinyl34%

Polymer shakes & shingles

2%

Wood14%Brick

9%

Fiber cement16%

Masonry veneer

3%

Engineered wood12%

Stucco8%

Metals2%

77%

60%

24%

4%

0%

10%

20%

30%

40%

50%

60%

70%

80%

90%

Northeast U.S. Midwest U.S. South U.S. West U.S.

Vinyl Siding Brick Stucco Fiber Cement Wood Other

Source: 2014 U.S. Census Bureau

Vinyl Siding Share by RegionVinyl Siding Share by Product Type

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Median Age of Owner-Occupied Housing

18

MarketUpdate

Source: 2013 AHS, U.S. Census Bureau

27 27

29 2930

31 3132

3435

37

0

5

10

15

20

25

30

35

40

1993 1995 1997 1999 2001 2003 2005 2007 2009 2011 2013

Year

s o

f A

ge

• Aging trend signals a growing market for remodelers

• Implied additional demand for more new construction over longer term

• Approximately 2/3 of owner-occupied home in the U.S. were built before 1980

• Homes constructed after 2000 represent just 17% of the U.S. owner-occupied homes, with only 2% built after 2010

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Top Growth Products for Replacement Contractors

19

55

3027

25 2421

1310

8

0

10

20

30

40

50

60

2014

Windows

Siding

Doors

Roofing

Bathtubs & Showers

Decking

Flooring

Kitchen Cabinets

Water Pipes

MarketUpdate

Source: Hanley Wood August 2013 Audience Survey

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Financial Overview

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Proven Track Record of Acquisition Integration / Cost Savings Realization

AcquisitionSynergies

21

Expected Achieved

MW Windows

($331mm)

2004 2005 2006 2007 2008

Alenco

Windows

($127mm)

MHE (Alcoa) siding business

($296mm)

CT Windows

($37mm)

United Stone

Veneer

($4mm)

Ply Gem

purchased

by CI Capital

Expected Achieved Expected Achieved

2013

Gienow

(CAD$20mm)

Acq

uis

itio

ns

($ in

mm

)C

ost

sav

ings

Mitten

(CAD$79mm)

$6.8$11.0 $4.0 $4.9

$22.0

$55.0

2014

Simonton

($130mm)

2015

Canyon

Stone

($21mm)

Acquisitions provide incremental capabilities and growth along with significant synergy opportunities

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AcquisitionSynergies

(1) Improved procurement economics as a result of increased purchasing power(2) Freight cost maximization and improved fixed overhead as a result of various manufacturing cost reductions from rationalizations(3) SG&A leverage scale and back office efficiencies (4) Expand vertical integration efficiency

Impact of Expected Simonton Synergies and Cost Savings

$8 Million Original Savings

Raw material sourcing (1)

$3.6MMfg. efficiencies (2)

$2.7MInsourcing products (4)

$1.5MSG&A (3)

$0.2M

Simonton Acquisition Synergies and Cost Savings

$10 Million

Additional Incremental Savings$2.0M

22

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Net Sales Adjusted EBITDA

$176

$96$116 $123 $115

$127$117 $124

$167

0%

5%

10%

15%

20%

25%

2007 2008 2009 2010 2011 2012 2013 2014 LTM3Q15

Adj. EBITDA % of Sales

$1,364$1,175

$951 $996 $1,035$1,121

$1,366

$1,567

$1,859

0

400

800

1200

1600

2007 2008 2009 2010 2011 2012 2013 2014 LTM3Q15

Ply Gem sales Single family housing starts

Key Consolidated Financial Performance

($ in mm)($ in mm)

Source: Management, U.S. Census Bureau.Note: 2Q13 numbers include Gienow and Mitten from date of acquisition. 3Q14 numbers include Simonton from date of acquisition. 2Q15 numbers include Canyon Stone from date of acquisition.

23

FinancialOverview

Consistent Seasonal Adjusted EBITDA Performance

7 15 12

(1) 2

1Q11 1Q12 1Q13 1Q14 1Q15

$44 $45$41 $44

$63

2Q11 2Q12 2Q13 2Q14 2Q15

$24 $25$16

$26

4Q11 4Q12 4Q13 4Q14

$40 $42$48

$55

$77

3Q11 3Q12 3Q13 3Q14 3Q15

% of net sales 3.3% 5.1% 4.6% (0.5%) 0.6% 14.5% 14.4% 11.2% 10.8% 12.5% 13.2% 13.3% 11.9% 12.6% 14.4% 9.8% 9.2% 4.8% 5.9%

($ in mm)

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Ply Gem38%

CertainTeed26%

Associated Materials12%

Exterior/Royal15%

Kaycan5%

Other4%

Ply Gem14%

Atrium3%

Other(1)

26%

Pella16%

Jeld Wen (includes doors)13%

Marvin8%

Anderson 20%

$535$466

$374$392 $396

$463

$628

$765

$1,017

(10.0%)

(5.0%)

0.0%

5.0%

10.0%

$0

$200

$400

$600

$800

$1,000

$1,200

2007 2008 2009 2010 2011 2012 2013 2014 LTM 3Q15

Sales Operating earnings margin

AndersenPellaMarvinJELD-WENAtriumAssociated MaterialsMilgardSimonton

Windows manufacturers(all substrates)

Source: Principia Partners 2014 study, management estimates.

One, Integrated Business with Two Reportable Segments

($ in mm) ($ in mm)

Siding, Fencing, and Stone Windows and Doors

Window Market Share in Units (All Types) - 2013Vinyl Siding Market Share -2013

24

CompanyOverview

(1) Includes Associated Materials, Milgard, MI, Weathershield, Windsor, Harvey, Champion, Amsco, Cascade, and Kolbe.

$828

$709

$577$604 $639 $658

$738$802

$842

0.0%

5.0%

10.0%

15.0%

20.0%

25.0%

30.0%

$0

$200

$400

$600

$800

$1,000

2007 2008 2009 2010 2011 2012 2013 2014 LTM 3Q15

Sales Operating earnings margin

Page 26: 11 15 investor presentation

2014 Cost structure (Net sales – EBITDA)

Variable80%

Fixed20%

Materials54%

Variable manufacturing

18%

Freight & other8%

Fixed20%

Vinyl = 20%

Aluminum = 13%

Other materials = 21%

Highly Efficient, Flexible, Low Cost Operating Structure

Source: Company filings and management estimates.25

CompanyOverview

Proactively managed cost structure during market cycle

Page 27: 11 15 investor presentation

$20$17

$8$11 $11

$25 $26$24

$29

0.0%

0.5%

1.0%

1.5%

2.0%

2.5%

3.0%

3.5%

4.0%

2007 2008 2009 2010 2011 2012 2013 2014 LTM3Q15

Capex % of Sales

FCF: Adjusted EBITDA – Capital Expenditures Capital Spending

• Modest capex ~1.5% of sales in LTM 3Q15

• In excess of $290M in available liquidity at 3Q15

• ABL facility successfully amended in November 2015 to increase the facility from $300M to $350M, and extends the maturity to 2020

• No near-term maturities, excess cash flow payment under Term Loan to be made in early 2016

$20

$424

$650

2015 2016 2017 2018 2019 2020 2021 2022

ABL(*) Term Loan Senior Notes

Debt Maturity - 3Q15

Substantial / Sustainable Free Cash Flow

History of strong EBITDA performance, modest capital expenditure requirements and efficient use of working capital26

FinancialOverview

$156

$80

$108 $112$103 $103

$91$101

$138

2007 2008 2009 2010 2011 2012 2013 2014 LTM3Q15

($ in mm) ($ in mm)

($ in mm)

(*) ABL becomes due / matures November 2020

No near-term maturities

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Appendix

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Year Ended December 31

(amounts in thousands) 2007 2008 2009

Net income (loss) $4,982 $(498,475) $(76,752)

Interest expense, net 97,994 137,398 135,303

Benefit for income taxes 3,634 (69,951) (17,966)

Depreciation and amortization 54,067 61,765 56,271

EBITDA $160,677 $(369,263) $96,856

Non cash loss (gain) on foreign currency transactions

(3,961) 911 (475)

Goodwill impairment - 450,000 -

Intangible asset impairment 4,150 - -

Customer inventory buybacks - 1,890 8,345

Restructuring/integration expense 10,356 10,859 8,992

Non cash charge of purchase price allocated to inventories

1,289 19 -

Management fees 3,505 1,679 2,497

Adjusted EBITDA $176,016 $96,095 $116,215

Adjusted EBITDA ReconciliationAppendix

28

Page 30: 11 15 investor presentation

(amounts in thousands)Year Ended

December 31, 2010

1Q10 2Q10 3Q10 4Q10

Net income (loss) $27,667 $54,102 $(409) $(6,394) $(19,632)

Interest expense, net 122,833 33,954 30,152 29,752 28,975

Provision (benefit) for income taxes

5,027 6,532 664 1,332 (3,501)

Depreciation and amortization 60,718 15,454 15,711 15,133 14,420

EBITDA $216,245 $110,042 $46,118 $39,823 $20,262

Non cash loss (gain) on foreign currency transactions

(510) (104) (122) (104) (180)

Write-off capitalized offering costs

1,571 1,571

Customer inventory buybacks 574 252 124 117 81

Restructuring/integration expense

910 106 83 405 316

Loss on modification or extinguishment of debt

(98,187) (98,187) - - -

Management fee 2,451 200 900 900 451

Adjusted EBITDA $123,054 $12,309 $47,103 $41,141 $22,501

Appendix

29

Adjusted EBITDA Reconciliation

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(amounts in thousands)Year Ended

December 31, 2011

1Q11 2Q11 3Q11 4Q11

Net income (loss) $(84,507) $(70,892) $2,063 $(458) $(15,220)

Interest expense, net 101,384 26,424 24,911 25,176 24,873

Provision (benefit) for income taxes

683 2,472 (959) 466 (1,296)

Depreciation and amortization 54,020 13,690 13,393 13,471 13,466

EBITDA $71,580 $(28,306) $39,408 $38,655 $21,823

Non cash loss (gain) on foreign currency transactions

(492) (133) (218) (115) (26)

Environmental remediation 1,580 - - - 1,580

Customer inventory buybacks 10,087 6,692 2,971 315 110

Restructuring/integration expense

1,616 429 477 547 163

Gain on modification or extinguishment of debt

27,863 27,863 - - -

Management fee 2,267 100 900 800 467

Adjusted EBITDA $114,501 $6,645 $43,538 $40,201 $24,117

Appendix

30

Adjusted EBITDA Reconciliation

Page 32: 11 15 investor presentation

(amounts in thousands)Year Ended

December 31, 2012

1Q12 2Q12 3Q12 4Q12

Net income (loss) $(39,055) $(25,642) $5,267 $(3,673) $(15,007)

Interest expense, net 103,042 25,041 25,919 27,526 24,557

Provision (benefit) for income taxes

2,835 1,872 (204) (89) 1,256

Depreciation and amortization 52,277 13,317 13,189 13,073 12,698

EBITDA $119,099 $14,588 $44,171 $36,837 $23,504

Non cash loss (gain) on foreign currency transactions

(409) (68) (96) (100) (145)

Customer inventory buybacks 768 445 119 59 144

Restructuring/integration expense

1,677 - 152 339 1,186

Management fee 2,520 302 902 859 457

Loss on modification or extinguishment of debt

3,607 - - 3,607 -

Adjusted EBITDA $127,262 $15,267 $45,248 $41,601 $25,146

Appendix

31

Adjusted EBITDA Reconciliation

Page 33: 11 15 investor presentation

(amounts in thousands)Year Ended

December 31, 2013

1Q13 2Q13 3Q13 4Q13

Net income (loss) $(79,520) $(28,107) $(50,877) $16,895 $(17,431)

Interest expense, net 91,684 23,653 24,833 21,760 21,438

Provision (benefit) for income taxes 298 3,849 (731) (1,442) (1,378)

Depreciation and amortization 45,646 9,715 11,171 12,097 12,663

EBITDA $58,108 $9,110 $(15,604) $49,310 $15,292

Non cash loss (gain) on foreign currency transactions

1,533 33 346 376 778

Acquisition costs 1,490 315 1,025 150 -

Customer inventory buybacks 4,837 - 2,172 2,503 162

Restructuring/integration expense 11,759 2,380 1,439 1,529 6,411

Non cash charge of purchase price allocated to inventories

2,015 - 883 1,132 -

Management fee 410 235 175 - -

Loss on modification or extinguishment of debt

18,948 - 18,948 - -

Initial public offering costs 23,527 - 23,527 - -

Tax receivable agreement liability adjustment

(5,167) - 8,143 (6,669) (6,641)

Adjusted EBITDA $117,460 $12,073 $41,054 $48,331 $16,002

Appendix

32

Adjusted EBITDA Reconciliation

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(amounts in thousands)Year Ended

December 31, 2014

1Q14 2Q14 3Q14 4Q14

Net income (loss) $(31,269) $(51,578) $11,380 $21,405 $(12,476)

Interest expense, net 71,186 18,494 17,225 16,282 19,185

Provision (benefit) for income taxes

(105) (12,470) 7,051 (10,514) 15,828

Depreciation and amortization 48,463 11,284 11,254 11,378 14,554

EBITDA $88,275 $(34,270) $46,910 $38,551 $37,091

Non cash loss (gain) on foreign currency transactions

992 228 (477) 766 475

Acquisition costs 1,188 - - 664 477

Customer inventory buybacks 1,555 123 359 306 767

Restructuring/integration expense 6,493 1,717 1,462 1,067 2,287

Litigation settlement 5,000 5,000 - - -

Loss on modification or extinguishment of debt

21,364 21,364 - - -

Non cash charge of purchase price allocated to inventories

38 - - 38 -

Tax receivable agreement liability adjustment

(670) 4,373 (3,942) 13,988 (15,089)

Adjusted EBITDA $124,235 $(1,465) $44,312 $55,380 $26,008

Appendix

33

Adjusted EBITDA Reconciliation

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(amounts in thousands) 1Q15 2Q15 3Q15

Net income (loss) $(48,859) $30,372 $41,711

Interest expense, net 19,084 18,682 18,819

Provision (benefit) for income taxes (2,394) (1,482) 2,114

Depreciation and amortization 14,821 14,576 14,911

EBITDA $(17,348) $62,148 $77,555

Non cash loss on foreign currency transactions 934 98 1,069

Acquisition costs 286 339 22

Customer inventory buybacks 52 80 559

Restructuring/integration expense 1,163 1,857 258

Non cash charge of purchase price allocated to inventories - 54 -

Litigation settlement, net - - (1,194)

Tax receivable agreement liability adjustment 17,185 (2,006) (1,712)

Adjusted EBITDA $2,272 $62,570 $76,557

Appendix

34

Adjusted EBITDA Reconciliation