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

Special Note Regarding Forward-Looking Statements

This Quarterly Report on Form 10-Q contains "forward looking statements" within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. Forward-looking statements can be identified by words such as: "assume," "believe," "could," "estimate," "guidance," "may," "outlook," "forecast," "intend," "could," "project," "estimate," "anticipate," "should," "plan," "will" and similar references to future periods.

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


the impact of the COVID-19 pandemic (the "COVID-19 pandemic" or "Pandemic") and
related measures taken by governmental or regulatory authorities to combat the
Pandemic, including the impact of the Pandemic and these measures on the
economies and demand for our products in the states where we sell them, and on
our customers, suppliers, labor force, business, operations and financial
performance;
•
unpredictable weather and macroeconomic factors that may negatively impact the
repair and remodel and new construction markets and the construction industry
generally, especially in the state of Florida and the western United States,
where the substantial portion of our sales are currently generated, and in the
U.S. generally;
•
changes in raw material prices, especially for aluminum, glass and vinyl,
including price increases due to the implementation of tariffs and other
trade-related restrictions, Pandemic-related supply chain interruptions, or
supply-chain interruptions from the conflict in Ukraine;
•
our dependence on a limited number of suppliers for certain of our key
materials;
•
our dependence on our impact-resistant product lines, which increased with the
Eco Acquisition, and contemporary indoor/outdoor window and door systems, and on
consumer preferences for those types and styles of products;
•
the effects of increased expenses or unanticipated liabilities incurred as a
result of, or due to activities related to, our recent acquisitions, including
Anlin, and our Eco Acquisition;
•
our level of indebtedness, which increased in connection with our recent
acquisition, including our Eco Acquisition, and the acquisition of Anlin;
•
increases in credit losses from obligations owed to us by our customers in the
event of a downturn in the home repair and remodel or new home construction
channels in our core markets and our inability to collect such obligations from
such customers;
•
the risks that the anticipated cost savings, synergies, revenue enhancement
strategies and other benefits expected from our acquisition of Anlin, and from
our Eco Acquisition may not be fully realized or may take longer to realize than
expected or that our actual integration costs may exceed our estimates;
•
increases in transportation costs, including increases in fuel prices;
•
our dependence on our limited number of geographically concentrated
manufacturing facilities, which increased further due to our Eco Acquisition;
•
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

                                     - 29 -

--------------------------------------------------------------------------------


information technology systems do not function as intended or experience
temporary or long-term failures to perform as intended;
•
product liability and warranty claims brought against us;
•
in addition to our acquisition of Anlin, and our Eco Acquisition, 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 acquire it;
and
•
the other risks and uncertainties discussed under "Risk Factors" in Part I, Item
1A of our Annual Report on Form 10-K for the year ended January 1, 2022 and our
other filings with the Securities and Exchange Commission.

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



EXECUTIVE OVERVIEW

Sales and Operations

During the first quarter of 2022, we experienced growth at both our Southeast and Western segments, as the momentum of growth we experienced over last year continued into 2022. Of our total net sales for the first quarter of 2022 of $358.7 million, which increased 32.3% compared to the first quarter of 2021, from $271.1 million in the 2021 first quarter, included growth both organically, and from acquisitions in 2021. Our Southeast segment's net sales were $271.8 million in the first quarter of 2022, compared to $233.6 million in the first quarter of 2021, an increase of $38.2 million, or 16.3%. This growth was largely organic, but for the sales of Eco being included for the entire first quarter of 2022, versus only the post-acquisition period in the first quarter of 2021 from February 1, 2021. Excluding Eco, our Southeast segment grew organically by 13.8%. Our Western segment's net sales were $86.9 million in the first quarter of 2022, compared to $37.5 million in the first quarter of 2021, an increase of $49.4 million. Sales for the first quarter of 2022 of our Western segment includes acquisition growth from Anlin and CRi, but still grew organically by 39.1% compared to last year's first quarter. We believe the organic growth we had in the first quarter of 2022 reflects the strength of our portfolio of brands across our entire geographic footprint.

Our gross profit increased to $134.6 million in the first quarter of 2022, producing a gross margin of 37.5%, compared to $94.0 million in the 2021 first quarter, and a gross margin of 34.7%, an improvement in gross margin of 280 basis points from the first quarter of 2021 to the first quarter of 2022. We were able to produce this operational improvement despite headwinds of inflationary pressure being felt on material and labor costs, as well as supply-chain challenges we have experienced in obtaining the required volumes of aluminum needed to meet demand. Our hedging programs have helped reduce the pricing impact of an extremely volatile commodity market, which we continue to monitor closely, and will take action needed to offset sharp increases in raw material spot prices, should any occur. Our Eco acquisition has provided additional glass manufacturing capacity, which has helped minimize the impacts of shortages of glass in our industry. During the 2022 first quarter, we have been focused on improving our manufacturing processes in order to reduce lead-times to meet the continued growing demand. Recent investments in our team to help them achieve higher talent levels have also helped generate improved operational efficiencies across our entire portfolio of brands, which we believe will continue to benefit our gross margin through the balance of 2022.

One of the biggest events that occurred recently was the passage of Florida House Bill 7071, signed into law in early May 2022. This bill provides two-year tax relief to Florida residences who chose to "harden" their homes against the damaging effects of storms through investing in impact-resistant windows, doors, and other product categories. We're excited about this great benefit for Florida home owners which we believe will provide them with the incentive needed to improve the safety and value of their homes, and that their materials of choice will include impact-resistant windows and doors from our Company's portfolio of Florida impact-resistant brands.



                                     - 30 -

--------------------------------------------------------------------------------

Performance Summary

The following table presents financial data derived from our unaudited condensed consolidated statements of operations as a percentage of total net sales for the periods indicated. The three-month periods ended April 2, 2022 and April 3, 2021 are composed of 13 weeks (in thousands, except percentages):



                                                                Three Months Ended
                                                         April 2,                April 3,
                                                           2022                    2021
                                                                    (unaudited)
Net sales                                          $ 358,662     100.0 %   $ 271,092     100.0 %
Cost of sales                                        224,069     62.5 %      177,130     65.3 %

Gross profit                                         134,593     37.5 %       93,962     34.7 %

Selling, general and administrative expenses 95,882 26.7 % 69,766 25.7 %



Income from operations                                38,711     10.8 %       24,196      8.9 %

Interest expense, net                                  7,080      2.0 %        7,457      2.8 %

Income before income taxes                            31,631      8.8 %       16,739      6.2 %

Income tax expense                                     7,805      2.2 %        3,944      1.5 %

Net income                                            23,826      6.6 %       12,795      4.7 %

Less: Net income attributable to redeemable             (657 )   (0.2)%         (411 )   (0.2)%

non-controlling interest



Net income attributable to the Company                23,169      6.5 %       12,384      4.6 %

Change in redemption value of redeemable              (2,136 )   (0.6)%            -        -

non-controlling interest

Net income attributable to common shareholders $ 21,033 5.9 % $ 12,384 4.6 %







                                     - 31 -

--------------------------------------------------------------------------------

RESULTS OF OPERATIONS FOR THE THREE MONTHS ENDED APRIL 2, 2022 AND APRIL 3, 2021



The three-month periods ended April 2, 2022 and April 3, 2021 are composed of 13
weeks each.

Net sales
                                      Three Months Ended
                          April 2, 2022                April 3, 2021
                     Net Sales      % of sales    Net Sales      % of sales   % change
By segment:
Southeast segment   $     271.8       75.8%      $     233.6       86.2%       16.3%
Western segment            86.9       24.2%             37.5       13.8%       132.0%

Total net sales     $     358.7       100.0%     $     271.1       100.0%      32.3%

Net sales for the first quarter of 2022 were $358.7 million, an $87.6 million, or 32.3%, increase in sales, from $271.1 million in the first quarter of the prior year.

During the first quarter of 2022, we experienced growth at both our Southeast and Western segments, as the momentum of growth we experienced over last year continued into 2022. Of our total net sales for the first quarter of 2022 of $358.7 million, which increased 32.3% compared to the first quarter of 2021, from $271.1 million in the 2021 first quarter, included growth both organically, and from acquisitions in 2021. Our Southeast segment's net sales were $271.8 million in the first quarter of 2022, compared to $233.6 million in the first quarter of 2021, an increase of $38.2 million, or 16.3%. This growth was largely organic, but for the sales of Eco being included for the entire first quarter of 2022, versus only the post-acquisition period in the first quarter of 2021 from February 1, 2021. Excluding Eco, our Southeast segment grew organically by 13.8%. Our Western segment's net sales were $86.9 million in the first quarter of 2022, compared to $37.5 million in the first quarter of 2021, an increase of $49.4 million. Sales for the first quarter of 2022 of our Western segment includes acquisition growth from Anlin and CRi, but still grew organically by 39.1% compared to last year's first quarter. We believe the organic growth we had in the first quarter of 2022 reflects the strength of our portfolio of brands across our entire geographic footprint.

Gross profit and gross margin

Gross profit was $134.6 million in the first quarter of 2022, an increase of $40.6 million, or 43.2%, from $94.0 million in the first quarter of 2021. Our gross margin was 37.5% in the first quarter of 2022, compared to 34.7% in the prior year first quarter. The increases in gross profit and gross margin include the effects of price increase actions we took actions to offset the impacts of labor and material cost headwinds we have experienced for several quarters. During the first quarter of 2022, we continued to invest in our labor talent which helped generate operational efficiencies across all our businesses in response to increasing demand and believe these actions will continue to benefit our gross margin as we try to offset the impacts of rising costs for materials and labor, and will continue to grow our company with high-quality talent.

Selling, general and administrative expenses

Selling, general and administrative ("SG&A") expenses were $95.9 million in the first quarter of 2022, an increase of $26.1 million, from $69.8 million in the first quarter of 2021. SG&A in the first quarter of 2022 was 26.7% of net sales, compared to 25.7% of net sales in the first quarter of 2021. The increase in SG&A in the first quarter of 2022, compared to last year's first quarter is partially due to the inclusion of SG&A from our 2021 acquisition of Anlin, which added $9.2 million of SG&A in the 2022 first quarter, and included $2.8 million of non-cash amortization expense relating to its intangible assets. However, the year-over-year increase in SG&A was also driven by increasing distribution and variable overhead costs due to the increase in sales. Increasing fuel costs and the inflationary conditions we have experienced over the last few quarters have also impacted SG&A year-over-year.

Income from operations

Income from operations was $38.7 million in the first quarter of 2022, an increase of $14.5 million, from $24.2 million in the first quarter of 2021. Income from operations in the first quarter of 2022 includes $25.6 million from our Southeast segment and nearly $13.2 million from our Western segment, compared to $18.7 million and $5.5 million from our Southeast and Western segments, respectively, in the first quarter of 2021, all after allocation of corporate operating costs in both periods.

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



                                     - 32 -

--------------------------------------------------------------------------------

Interest expense, net

Interest expense was $7.1 million in the first quarter of 2022, a decrease of $0.4 million, or 5.1%, from $7.5 million in the first quarter of 2021. The redemption of the lower amount of $425.0 million of higher rate 6.75% 2018 Senior Notes due 2026, with the higher amount of $575.0 million of lower rate 4.375% 2021 Senior Notes due 2029 in 2021 primarily resulted in a slightly lower level of interest expense in the first quarter of 2022 compared to the first quarter of 2021.

Income tax expense

We had an income tax expense of $7.8 million for the three months ended April 2, 2022, compared with income tax expense of $3.9 million for the three months ended April 3, 2021. Our effective tax rate for the three months ended April 2, 2022, was an expense rate of 24.7%, and was an expense rate of 23.6% for the three months ended April 3, 2021. Our income tax expense for the three-month periods ended April 2, 2022, and April 3, 2021, includes $505 thousand and $305 thousand, respectively, relating to our 75% share of the pre-tax earnings of Eco.

Income tax expense in the three months ended April 2, 2022 and April 3, 2021 include discrete items of income tax benefit relating to excess tax benefits from the lapses of restrictions on stock awards, which totaled $136 thousand in the three months ended April 2, 2022, and $95 thousand in the three months ended April 3, 2021. The effect of these discrete items on our effective tax rates for these periods was not significant.

In September 2021, the state of Florida announced that the corporate income tax rate for the 2021 tax year was being lowered from its then current level of 4.458% to 3.535%. However, for 2022, Florida's corporate income tax rate returned to its statutory level before the passage of the Tax Cuts and Jobs Act, which is 5.5%. As such, we adjusted our annual effective tax rate for 2022 to include this increase in rate in Florida, where a substantial portion of our business is apportioned, to an estimated combined statutory federal and state rate of 25.7% from our estimate in 2021 of 24.2%. During the first three months of 2022 or 2021, we were not required to make any payments of estimated federal or state income taxes.

Net income attributable to redeemable non-controlling interest

Net income attributable to redeemable non-controlling interest for the three months ended April 2, 2022, was $0.7 million, compared to $0.4 million for the three months ended April 3, 2021, and represents the share of the net income of Eco for the period, attributable to the 25% interest of Eco not acquired by the Company.

Change in redemption value of redeemable non-controlling interest

The change in the redemption value of the redeemable non-controlling interest for the three-month period ended April 2, 2022, was $2.1 million, compared to no adjustment in the three months ended April 3, 2021. See Note 17 in Part I, Item 1, for a further discussion of the change in the redemption value of the redeemable non-controlling interest.





                                     - 33 -

--------------------------------------------------------------------------------

LIQUIDITY AND CAPITAL RESOURCES

Consolidated Cash Flows

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

The following table summarizes our cash flow results for the first three months of 2022 and 2021:

© Edgar Online, source Glimpses