UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

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

Date of Report (Date of Earliest Event Reported): October 29, 2008

PGT, Inc.

(Exact name of Registrant as Specified in its Charter)

Delaware	000-52059	20-0634715
(State or other jurisdiction	(Commission File	(IRS Employer
of Incorporation)	Number)	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)

N/A

(Former name or former address, if changed since last report)

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))

Item 2.02. Results of Operations and Financial Condition.

On October 29, 2008, PGT, Inc. (the "Company") issued a press release announcing its unaudited condensed consolidated results of operations for the third quarter and first nine months ended September 27, 2008 (the "Press Release"). Included as an exhibit to this current report on Form 8-K is a copy of the Press Release. In the Press Release, the Company utilized the non-GAAP financial measures and other items discussed in Appendix A hereto. Appendix A hereto (incorporated herein by reference) also contains certain statements of the Company's management regarding the use and purpose of the non-GAAP financial measures utilized therein. A reconciliation of the non-GAAP financial measures discussed in the Press Release to the comparable GAAP financial measures is attached to the Press Release.

The information in this current report on Form 8-K, including the information set forth on Exhibit 99.1, shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), nor shall it be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

See Exhibit Index.

Forward-Looking Statement

Statements in this report and the attachment and exhibits hereto which are not purely historical facts or which necessarily depend upon future events, including statements about forecasted financial performance or other statements about anticipations, beliefs, expectations, hopes, intentions or strategies for the future, may be forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended. Readers are cautioned not to place undue reliance on forward-looking statements. All forward-looking statements are based upon information available to PGT, Inc., on the date this release was submitted. PGT, Inc. undertakes no obligation to publicly update or revise any forward-looking statements involving risks and uncertainties that could cause actual events or results to differ materially from the events or results described in the forward-looking statements, including risks or uncertainties related to the Company’s revenues and operating results being highl y dependent on, among other things, the homebuilding industry, aluminum prices, and the economy. PGT, Inc. may not succeed in addressing these and other risks. Further information regarding factors that could affect our financial and other results can be found in Part 1, “Item 1A. Risk Factors” in our Annual Report on Form 10-K for the year ended December 29, 2007 (File No. 000-52059) filed with the Securities and Exchange Commission. Consequently, all forward-looking statements in this report and the attachment and exhibits hereto are qualified by the factors, risks and uncertainties contained therein.

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 and General Counsel
Dated: October 29, 2008

Appendix A

Use of Non-GAAP Financial Measures

The Press Release and the financial schedules attached thereto include financial measures and terms not calculated in accordance with generally accepted accounting principles in the United States (GAAP). We believe that presentation of non-GAAP measures such as adjusted net income, adjusted net income per share, EBITDA and adjusted EBITDA provides investors and analysts with an alternative method for assessing our operating results in a manner that enables investors and analysts to more thoroughly evaluate our current performance compared to past performance. We also believe these non-GAAP measures provide investors with a better baseline for assessing our future earnings potential. The non-GAAP measures included in this release are provided to give investors access to types of measures that we use in analyzing our results.

Adjusted net income (loss) consists of GAAP net income (loss) adjusted for the items included in the accompanying reconciliation. Adjusted net income (loss) per share consists of GAAP net income (loss) per share adjusted for the items included in the accompanying reconciliation. We believe these measures enable investors and analysts to more thoroughly evaluate our current performance as compared to the past performance and provide a better baseline for assessing the company's future earnings potential. However, these measures do not provide a complete picture of our operations. Therefore, net income (loss) and net income (loss) per share, on a GAAP basis, may need to be considered to get a comprehensive view of our results.

EBITDA consists of GAAP net income (loss) adjusted for the items included on the accompanying reconciliation. Adjusted EBITDA consists of EBITDA adjusted for the items included in the accompanying reconciliation. We believe that EBITDA and adjusted EBITDA provide useful information to investors and analysts about the company's performance because they eliminate the effects of period to period changes in taxes, costs associated with capital investments and interest expense. EBITDA and adjusted EBITDA do not give effect to the cash the company must use to service its debt or pay its income taxes and thus do not reflect the funds generated from operations or actually available for capital investments.

Our calculations of adjusted net income (loss), adjusted net income (loss) per share, EBITDA and adjusted EBITDA are not necessarily comparable to calculations performed by other companies and reported as similarly titled measures. These non-GAAP measures should be considered in addition to results prepared in accordance with GAAP, but should not be considered a substitute for or superior to GAAP measures. Schedules that reconcile adjusted net income (loss), adjusted net income (loss) per share, EBITDA and adjusted EBITDA to GAAP net income (loss) are included in the financial schedules accompanying this release.

EXHIBIT INDEX

Exhibit Number		Description

99.1		Press release of PGT, Inc., dated October 29, 2008.

* Net sales were $54.3 million in the third quarter of 2008, a decrease of $17.7 million or 24.6%, compared to the third quarter of 2007. For the first nine months of 2008, net sales were $169.3 million, a decrease of $54.8 million or 24.5%, compared to the first nine months of 2007. * Gross margin percentage in the third quarter of 2008 was 29.8%, compared to 31.7% in the third quarter of 2007, and was 31.8% for the 2008 first nine months, compared to 34.1% in the 2007 first nine months. Gross margin in both periods decreased due mainly to declining operating leverage from lower sales. * Non-cash impairment charges totaling $1.6 million were recorded in the 2008 third quarter as the Company completed its updated impairment tests bringing total non-cash impairment charges to $93.6 million in the first nine months of 2008. In 2007, there was a non-cash impairment charge of $0.8 million related to a then idle manufacturing facility. * SG&A was $14.5 million in the third quarter of 2008, a decrease of $3.8 million from the 2007 third quarter and $46.9 million for the first nine months of 2008, a decrease of $12.1 million from the 2007 first nine months. Lower personnel costs from previously announced cost-alignment initiatives and lower distribution and selling costs associated with lower sales volumes contributed to the decreases. SG&A was 26.6% of sales for the third quarter of 2008 compared to 25.4% in 2007 and 27.7% for the first nine months of 2008 compared to 26.3% in 2007. * Restructuring costs of $1.1 million included in cost of goods sold and $0.7 million included in SG&A were recorded in early 2008. Adjusted for restructuring costs, in the first nine months of 2008 gross margin percentage was 32.4%, and SG&A was 27.3% of sales. * Net loss in the 2008 third quarter was $1.6 million, compared to net income of $1.1 million for the third quarter of 2007. Net loss in the first nine months of 2008 was $80.0 million, compared to net income of $4.7 million in the first nine months of 2007. Non-cash impairment charges of $1.6 million in the third quarter and $93.6 million in the first nine months drove the net losses in 2008. Adjusting for these charges, there was a net loss of $0.3 million in the third quarter and net income of $0.8 million in the first nine months of 2008, compared to net income of $1.1 million in the third quarter and adjusted net income of $5.2 million for the first nine months of 2007. * On an adjusted basis, net loss per diluted share for the third quarter of 2008 was $0.01 compared to net income of $0.04 in the third quarter of 2007 and an adjusted net income of $0.03 in the first nine months of 2008 compared to $0.18 for the first nine months of 2007. * Adjusted EBITDA for the third quarter of 2008 was $6.0 million compared to $8.4 million in 2007. Adjusted EBITDA for the first nine months of 2008 was $21.4 million compared to $28.7 million in 2007.

PGT, INC. AND SUBSIDIARY CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (unaudited - in thousands, except per share amounts) Third Quarter Ended Nine Months Ended -------------------- -------------------- Sept. 27, Sept. 29, Sept. 27, Sept. 29, 2008 2007 2008 2007 --------- --------- --------- --------- Net sales $ 54,330 $ 72,054 $ 169,266 $ 224,059 Cost of sales 38,132 49,177 115,506 147,765 --------- --------- --------- --------- Gross margin 16,198 22,877 53,760 76,294 Goodwill and intangible impairment charges 1,600 -- 93,600 -- Asset impairment charge -- -- -- 826 Selling, general and administrative expenses 14,475 18,272 46,909 59,033 --------- --------- --------- --------- Income (loss) from operations 123 4,605 (86,749) 16,435 Interest expense 2,236 2,772 7,153 8,697 Other expense (income), net 18 198 (38) 428 --------- --------- --------- --------- (Loss) income before income taxes (2,131) 1,635 (93,864) 7,310 Income tax (benefit) expense (502) 566 (13,799) 2,656 --------- --------- --------- --------- Net (loss) income $ (1,629) $ 1,069 $ (80,065) $ 4,654 ========= ========= ========= ========= Basic net (loss) income per common share $ (0.05) $ 0.04 $ (2.74) $ 0.16 ========= ========= ========= ========= Diluted net (loss) income per common share $ (0.05) $ 0.04 $ (2.74) $ 0.16 ========= ========= ========= ========= Weighted average common shares outstanding: Basic 32,082 28,572 29,183 28,279 ========= ========= ========= ========= Diluted 32,082 29,513 29,183 29,447 ========= ========= ========= ========= PGT, INC. AND SUBSIDIARY CONDENSED CONSOLIDATED BALANCE SHEET (in thousands) Sept. 27, Dec. 29, 2008 2007 --------- --------- ASSETS (unaudited) Current assets: Cash and cash equivalents $ 18,822 $ 19,479 Accounts receivable, net 21,387 20,956 Inventories, net 11,668 9,223 Deferred income taxes 4,036 3,683 Other current assets 5,338 7,080 --------- --------- Total current assets 61,251 60,421 Property, plant and equipment, net 74,956 80,184 Other intangible assets, net 91,871 96,348 Goodwill 76,348 169,648 Other assets, net 1,273 1,264 --------- --------- Total assets $ 305,699 $ 407,865 ========= ========= LIABILITIES AND SHAREHOLDERS' EQUITY Current liabilities: Accounts payable and accrued expenses $ 15,991 $ 15,235 Current portion of long-term debt 95 332 --------- --------- Total current liabilities 16,086 15,567 Long-term debt 90,309 129,668 Deferred income taxes 35,224 48,927 Other liabilities 2,890 3,231 --------- --------- Total liabilities 144,509 197,393 Total shareholders' equity 161,190 210,472 --------- --------- Total liabilities and shareholders' equity $ 305,699 $ 407,865 ========= ========= PGT, INC. AND SUBSIDIARY RECONCILIATION OF NON-GAAP FINANCIAL MEASURES TO THEIR GAAP EQUIVALENTS (unaudited - in thousands, except per share amounts and percentages) Third Quarter Ended Nine Months Ended ------------------- ------------------- Sept. 27, Sept. 29, Sept. 27, Sept. 29, 2008 2007 2008 2007 -------- -------- -------- -------- Adjusted Net (Loss) Income and Adjusted Net (Loss) Income per share (1): Net (loss) income $ (1,629) $ 1,069 $(80,065) $ 4,654 Reconciling items: Goodwill and intangible impairment charges (2) 1,600 -- 93,600 -- Asset impairment charge (3) -- -- -- 826 Restructuring charge (4) -- -- 1,752 -- Tax effect of reconciling items (308) -- (14,486) (322) -------- -------- -------- -------- Adjusted net (loss) income $ (337) $ 1,069 $ 801 $ 5,158 ======== ======== ======== ======== Weighted average common shares outstanding: Diluted (5) 32,082 29,513 29,183 29,447 Incremental shares for stock awards (6) -- -- 396 -- -------- -------- -------- -------- Diluted - adjusted 32,082 29,513 29,579 29,447 ======== ======== ======== ======== Adjusted net (loss) income per diluted share $ (0.01) $ 0.04 $ 0.03 $ 0.18 ======== ======== ======== ======== Reconciliation to EBITDA and Adjusted EBITDA: Net (loss) income $ (1,629) $ 1,069 $(80,065) $ 4,654 Reconciling items: Depreciation and amortization expense 4,302 4,032 12,753 11,833 Interest expense 2,236 2,772 7,153 8,697 Income tax (benefit) expense (502) 566 (13,799) 2,656 -------- -------- -------- -------- EBITDA 4,407 8,439 (73,958) 27,840 Add: Goodwill and intangible impairment charges (2) 1,600 -- 93,600 -- Long-lived asset impairment charge (3) -- -- -- 826 Restructuring charge (4) -- -- 1,752 -- -------- -------- -------- -------- Adjusted EBITDA $ 6,007 $ 8,439 $ 21,394 $ 28,666 ======== ======== ======== ======== Adjusted EBITDA as percentage of net sales 11.1% 11.7% 12.6% 12.8% ======== ======== ======== ======== (1) The Company's non-GAAP financial measures are explained in its Form 8-K filed October 29, 2008. (2) Represents the write-down of the carrying value of goodwill and a trademark. The Company recorded an estimated $92.0 million non-cash goodwill impairment charge in the second quarter of 2008 based on the results of preliminary impairment tests at that time. The Company completed its updated inpairment tests in the 2008 third quarter which resulted in additional non-cash impairment charges totaling $1.6 million, of which $1.3 million relates to goodwill and $0.3 million relates to a trademark. (3) Represents the write-down of the value of the Lexington, North Carolina property which, until December 2007 when we reclassified the real estate as held and used, had been classified as an asset held for sale due to the relocation of our plant to Salisbury, North Carolina. (4) Represents charge related to restructuring actions taken in the first quarter of 2008 as announced on March 4, 2008 of which $1.1 million is included in cost of goods sold and $0.7 million is included in selling, general and administrative expenses. This charge related primarily to employee separation costs. (5) Due to the net losses in each of the third quarter and first nine months of 2008, the effect of equity compensation plans is anti-dilutive. Weighted average common shares outstanding for both periods in 2007 have been restated to give effect to the bonus element contained in the rights offering. (6) Represents incremental shares for stock options that were excluded from the calculation of earnings per share for the nine months ended September 27, 2008 because their effect would have been anti-dilutive.

PGT Reports 2008 Third Quarter and First Nine Months Results