8-K

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): May 6, 2009

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))

ITEM 2.02. Results of Operations and Financial Condition

On May 6, 2009, PGT, Inc. (the “Company”) issued a press release announcing its unaudited condensed consolidated results of operations for the first quarter ended April 4, 2009 (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.

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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 highly 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 PGT, Inc.’s most recent annual report on Form 10-K 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.

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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:  May 6, 2009

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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.

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EXHIBIT INDEX

     Exhibit Number                                                       Description

99.1 Press release of PGT, Inc., dated May 6, 2009.

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EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE

PGT Reports 2009 First Quarter Results

VENICE, FL, May 6, 2009 - PGT, Inc. (NASDAQ:  PGTI), the leading U.S. manufacturer and supplier of residential impact-resistant windows and doors, today announced financial results for its first quarter ended April 4, 2009.

“The downward pressure on the home building industry continued during our first quarter.  Construction of single family homes is at its lowest level since data began being compiled in 1959.  Housing starts were down 50% in our core market in the first quarter of 2009 compared to 2008, and our sales decreased 24.3%,” said Rod Hershberger, PGT’s President and Chief Executive Officer.  “Declining home prices and low interest rates, combined with the tax incentives for first time home buyers from the federal stimulus package, provided some beneficial economic effects during the quarter.  However, the continuing increases in unemployment and home foreclosures have eroded consumer confidence and, for many, delayed their goal of home ownership.  As we have in the past, in order to adapt to these difficult economic conditions, we took actions during the first quarter of 2009 to better align costs with recent sales levels.  We continue to move forward with new product offerings and line expansions and pursue growth opportunities both inside and outside of Florida.  We are optimistic about our long-term growth as we continue to gain market share but, in the near-term, we remain focused on controlling costs and conserving cash.”

2009 FirstQuarter:

(See accompanying financial schedules for financial details and reconciliations of adjusted (non-GAAP) financial measures to their GAAP equivalents.)

§   Net sales were $41.5 million in the first quarter of 2009, a decrease of $13.3 million, or 24.3%, compared to the first quarter of 2008.

§   Gross margin percentage in the first quarter of 2009 was 23.8%, compared to 29.3% in the first quarter of 2008.  The decline in gross margin was due mainly to declining operating leverage from lower sales.

§   SG&A was $15.0 million for the first quarter of 2009, a decrease of $1.3 million from $16.3 million in the first quarter of 2008.  Lower personnel costs from cost-alignment initiatives and lower distribution and selling costs associated with lower sales volumes contributed to the decreases.  SG&A was 36.2% of sales for the first quarter of 2009 compared to 29.7% in the first quarter of 2008.  Excluding restructuring costs in each period, SG&A would have decreased $2.2 million.

§   There was a net loss in the first quarter of 2009 of $6.7 million, driven primarily by the loss of operating leverage due to the decrease in sales, restructuring costs of $3.0 million and the total offset of tax benefits generated in the quarter by an increase in the valuation allowance for deferred tax assets. There was a net loss in the first quarter of 2008 of $1.8 million, driven primarily by restructuring costs of $1.8 million.

§   Net loss per diluted share in the first quarter of 2009 was $0.19, compared to $0.06 in the first quarter of 2008.  On an adjusted basis, net loss per diluted share in the first quarter of 2009 was $0.11, compared to $0.02 in the first quarter of 2008.

§   Adjusted EBITDA for the first quarter of 2009 was $2.0 million compared to $5.8 million in the first quarter of 2008.

Commenting on the first quarter of 2009, Jeff Jackson, PGT’s Executive Vice President and Chief Financial Officer, stated, “Single family housing starts are down over 90% since their peak in mid-2005.  Increasing unemployment, coupled with declining home values and stringent lending standards, has further weakened consumer confidence.  Our sales continued to be impacted within this environment as first quarter sales fell $7.8 million, or 15.8%, from the fourth quarter of 2008, impacting our ability to leverage our fixed costs.  These are the most difficult market conditions we have ever encountered but, due to continued focus on controlling costs and managing working capital, we generated an adjusted EBITDA of $2.0 million.”

Conference Call

As previously announced, PGT will hold a conference call Thursday, May 7, 2009, at 10:30 a.m. Eastern Time and will simultaneously broadcast it live over the Internet. To participate in the teleconference, please dial into the call a few minutes before the start time:  877-879-6184 (U.S. and Canada) and 719-325-4787 (international). A replay of the call will be available beginning May 7, 2009, at 1:30 p.m. Eastern Time through May 21, 2009. To access the replay, dial 888-203-1112 (U.S. and Canada) or 719-457-0820 (international) and refer to passcode 4054086.  The webcast will also be available through the Investor Relations section of the PGT, Inc. website, http://www.pgtinc.com.

About PGT

PGT® 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. PGT is also one of the largest window and door manufacturers in the United States. Founded in 1980, the Company employs approximately 1,250 at its manufacturing, glass laminating and tempering plants, and delivery fleet facilities in Florida and North Carolina. Sold through a network of over 1,300 independent distributors, the Company's line of custom windows and doors is now available throughout the eastern United States, the Gulf Coast and in a growing international market, which includes the Caribbean, South America and Australia. PGT's product line includes PGT® Aluminum and Vinyl Windows and Doors; WinGuard® Impact-Resistant Windows and Doors; PGT® Architectural Systems; and Eze-Breeze® Sliding Panels. PGT Industries, Inc. is a wholly owned subsidiary of PGT, Inc. (NASDAQ:PGTI).

Forward-Looking Statements

Statements in this news release and the schedules 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, whether as a result of new information, future events or otherwise.  Any forward-looking statements involve 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 highly 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 the risk factors section of PGT, Inc.'s most recent annual report on Form 10-K filed with the Securities and Exchange Commission. Consequently, all forward-looking statements in this release are qualified by the factors, risks and uncertainties contained therein.

# # #

CONTACT: PGT, Inc.

Jeffrey T. Jackson

Executive Vice President and C.F.O.

941-480-2714

jjackson@pgtindustries.com

Financial Schedules to Follow

PGT, INC. AND SUBSIDIARY
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(unaudited - in thousands, except per share amounts)
	Three Months Ended
	April 4,			March 29,
	2009			2008
Net sales	$	41,514		$	54,836
Cost of sales		31,619			38,765
Gross margin		9,895			16,071
Selling, general and administrative expenses		15,011			16,269
Loss from operations		(5,116	)		(198	)
Interest expense		1,578			2,727
Other expense (income), net		6			(107	)
Loss before income taxes		(6,700	)		(2,818	)
Income tax benefit		-			(1,031	)
Net loss	$	(6,700	)	$	(1,787	)
Basic net loss per common share	$	(0.19	)	$	(0.06	)
Diluted net loss per common share	$	(0.19	)	$	(0.06	)
Weighted average common shares outstanding:
Basic		35,200			28,730
Diluted		35,200			28,730

PGT, INC. AND SUBSIDIARY
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands)
	April 4,		January 3,
	2009		2009
ASSETS	(unaudited)
Current assets:
Cash and cash equivalents	$	16,273	$	19,628
Accounts receivable, net		17,070		17,321
Inventories		9,493		9,441
Deferred income taxes		331		1,158
Other current assets		6,071		5,569
Total current assets		49,238		53,117
Property, plant and equipment, net		71,422		73,505
Other intangible assets, net		71,286		72,678
Other assets, net		1,227		1,317
Total assets	$	193,173	$	200,617
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable and accrued expenses	$	14,400	$	14,582
Current portion of long-term debt and capital lease obligations		564		330
Total current liabilities		14,964		14,912
Long-term debt and capital lease obligations		89,778		90,036
Deferred income taxes		17,646		18,473
Other liabilities		2,717		3,011
Total liabilities		125,105		126,432
Total shareholders' equity		68,068		74,185
Total liabilities and shareholders' equity	$	193,173	$	200,617

PGT, INC. AND SUBSIDIARY
RECONCILIATION OF NON-GAAP FINANCIAL MEASURES TO THEIR GAAP EQUIVALENTS
(unaudited - in thousands, except per share amounts)
	Three Months Ended
	April 4,			March 29,
	2009			2008
Reconciliation to Adjusted Net Loss and Adjusted Net Loss per share (1):
Net loss	$	(6,700	)	$	(1,787	)
Reconciling item:
Restructuring charge (2)		3,002			1,752
Tax effect of reconciling item (3)		-			(683	)
Adjusted net loss	$	(3,698	)	$	(718	)
Weighted average shares outstanding:
Diluted (4)		35,200			28,730
Adjusted net loss per share - diluted	$	(0.11	)	$	(0.02	)
Reconciliation to EBITDA and Adjusted EBITDA:
Net loss	$	(6,700	)	$	(1,787	)
Reconciling items:
Depreciation and amortization expense		4,096			4,185
Interest expense		1,578			2,727
Income tax benefit		-			(1,031	)
EBITDA		(1,026	)		4,094
Restructuring charge (2)		3,002			1,752
Adjusted EBITDA	$	1,976		$	5,846
Adjusted EBITDA as percentage of net sales		4.8	%		10.7	%
(1) The Company's non-GAAP financial measures were explained in its Form 8-K filed May 6, 2009.
(2) Represents charges related to restructuring actions taken in the first quarters of 2009 and 2008. These charges relate primarily to employee separation costs. Of the $3.0 million restructuring charge in 2009, $1.4 million is included in cost of goods sold and $1.6 million is included in selling, general and administrative expenses. Of the $1.8 million restructuring charge in 2008, $1.1 million was included in cost of goods sold and $0.7 million was included in selling, general and administrative expenses.
(3) In the first quarter of 2009, the tax benefit of the reconciling item is offset by an increase in the valuation allowance for deferred taxes.
(4) Due to the net losses in 2009 and 2008, the effect of equity compensation plans is anti-dilutive. Weighted average common shares outstanding for 2008 has been restated to give effect to the market value premium contained in the rights offering at the time of the offering.