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): August 5, 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 August 5, 2009, PGT, Inc. (the “Company”) issued a press release announcing its unaudited condensed consolidated results of operations for the second quarter and first half ended July 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:  August 5, 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 (loss), adjusted net income (loss) 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 August 5, 2009.

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EX-99.1

Exhibit 99.1

NEWS RELEASE

PGT Reports 2009 Second Quarter Results

VENICE, FL, August 5, 2009 - PGT, Inc. (NASDAQ:  PGTI), the leading U.S. manufacturer and supplier of residential impact-resistant windows and doors, announces financial results for the second quarter ended July 4, 2009.  In our second quarter:

§   Net sales were $46.9 million, an increase of $5.4 million, or 12.9%, compared to the first quarter of 2009.  Sales decreased when compared to the prior year second quarter by $13.2 million, or 22.0%.

§   Gross margin of 31.2% improved compared to the 2009 first quarter gross margin of 23.8%, but declined when compared to gross margin of 35.8% in the second quarter of 2008.

§   Net income was $342 thousand, compared to an adjusted net loss of $3.7 million in the first quarter of 2009, and adjusted net income of $1.9 million in the second quarter of 2008.

§   Net income per diluted share was $0.01, compared to an adjusted net loss per diluted share of $0.11 in the first quarter of 2009, and adjusted net income per diluted share of $0.06 in the second quarter of 2008.

§   EBITDA was $6.0 million, compared to adjusted EBITDA of $2.0 million in the first quarter of 2009 and $9.5 million in the second quarter of 2008.

§   Solid cash generation was used to make additional debt payments totaling $8.0 million in June.

§   Cost reductions from initiatives taken in the first quarter of 2009 were fully realized and are on track to produce savings for the rest of the year and beyond.

“We delivered solid operating performance in an environment of new housing starts down 44% compared to the second quarter of 2008, as the challenges faced by the home building industry continue.  Although our sales decreased 22% in the second quarter of 2009 compared to 2008, we were able to generate $5.0 million of cash from our operations” said Rod Hershberger, PGT’s President and Chief Executive Officer.  “Additionally, the homebuilding industry began to show some positive signs as several of the nation’s largest home builders reported increases in new home orders and decreases in cancellation rates.  However, credit availability continues to be of concern and the rate of unemployment in some areas is now in the double-digits.  These mixed economic signals make predicting a turn-around in the home building industry difficult, but they may be an indicator of increased stability.  Actions in 2009 to better align costs with the continued decline in our sales levels benefited us in our second quarter results and will benefit us into the future.  We continue to move forward with new product offerings and line expansions and to pursue growth opportunities both inside and outside of Florida.  We are optimistic about our long-term growth opportunities.  In the near-term, we will continue to focus on controlling costs and generating cash.”

Commenting further on the second quarter of 2009, Jeff Jackson, PGT’s Executive Vice President and Chief Financial Officer, stated, “Our sales continued to be negatively impacted by the most difficult market conditions we have ever encountered, declining $13.2 million, or 22.0%, from the second quarter of 2008.  However, we saw some encouraging signs in the second quarter, including an increase in sequential quarter sales, and our efficiency initiatives positively impacted our ability to generate cash.  This internally generated cash, coupled with effective management of working capital, enabled us to prepay $8.0 million of outstanding bank debt in June, while cash on hand decreased only $1.7 million during the quarter.”

Mr. Jackson continued, “While we are pleased with the results of our second quarter, we expect the challenges of this unprecedented market downturn to continue through the rest of 2009, and possibly further.  However, we remain committed to investing in our future, controlling costs and strengthening our balance sheet by further reducing debt.”

Conference Call

As previously announced, PGT will hold a conference call Thursday, August 6, 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:  800-310-8725 (U.S. and Canada) and 719-325-2198 (international). A replay of the call will be available beginning August 6, 2009, at 1:30 p.m. Eastern Time through August 27, 2009. To access the replay, dial 888-203-1112 (U.S. and Canada) or 719-457-0820 (international) and refer to passcode 8444495.  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 1,240 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					Six Months Ended
	July 4,		June 28,			July 4,			June 28,
	2009		2008			2009			2008
Net sales	$	46,867	$	60,100		$	88,381		$	114,936
Cost of sales		32,247		38,609			63,866			77,374
Gross margin		14,620		21,491			24,515			37,562
Goodwill impairment charge		-		92,000			-			92,000
Selling, general and administrative expenses		12,541		16,165			27,552			32,434
Income (loss) from operations		2,079		(86,674	)		(3,037	)		(86,872	)
Interest expense		1,737		2,190			3,315			4,917
Other expense (income), net		-		51			6			(56	)
Income (loss) before income taxes		342		(88,915	)		(6,358	)		(91,733	)
Income tax benefit		-		(12,266	)		-			(13,297	)
Net income (loss)	$	342	$	(76,649	)	$	(6,358	)	$	(78,436	)
Basic net income (loss) per common share	$	0.01	$	(2.65	)	$	(0.18	)	$	(2.72	)
Diluted net income (loss) per common share	$	0.01	$	(2.65	)	$	(0.18	)	$	(2.72	)
Weighted average common shares outstanding:
Basic		35,240		28,934			35,220			28,832
Diluted		35,622		28,934			35,220			28,832

PGT, INC. AND SUBSIDIARY
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands)
	July 4,		January 3,
	2009		2009
ASSETS	(unaudited)
Current assets:
Cash and cash equivalents	$	14,609	$	19,628
Accounts receivable, net		18,001		17,321
Inventories		9,199		9,441
Deferred income taxes		529		1,158
Other current assets		4,325		5,569
Total current assets		46,663		53,117
Property, plant and equipment, net		69,540		73,505
Other intangible assets, net		69,893		72,678
Other assets, net		1,119		1,317
Total assets	$	187,215	$	200,617
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable and accrued expenses	$	14,055	$	14,582
Current portion of long-term debt and capital lease obligations		102		330
Total current liabilities		14,157		14,912
Long-term debt and capital lease obligations		82,216		90,036
Deferred income taxes		17,844		18,473
Other liabilities		2,901		3,011
Total liabilities		117,118		126,432
Total shareholders' equity		70,097		74,185
Total liabilities and shareholders' equity	$	187,215	$	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					Six Months Ended
	July 4,		June 28,			July 4,			June 28,
	2009		2008			2009			2008
Reconciliation to Adjusted Net Income (Loss) and Adjusted Net Income (Loss) per share (1):
Net income (loss)	$	342	$	(76,649	)	$	(6,358	)	$	(78,436	)
Reconciling items:
Goodwill impairment charge (2)		-		92,000			-			92,000
Restructuring charges (3)		-		-			3,002			1,752
Tax effect of reconciling items (4)		-		(13,495	)		-			(14,178	)
Adjusted net income (loss)	$	342	$	1,856		$	(3,356	)	$	1,138
Weighted average shares outstanding:
Diluted (5)		35,622		28,934			35,220			28,832
Adjusted net income (loss) per share - diluted	$	0.01	$	0.06		$	(0.10	)	$	0.04
Reconciliation to EBITDA and Adjusted EBITDA:
Net income (loss)	$	342	$	(76,649	)	$	(6,358	)	$	(78,436	)
Reconciling items:
Depreciation and amortization expense		3,936		4,266			8,032			8,451
Interest expense		1,737		2,190			3,315			4,917
Income tax benefit		-		(12,266	)		-			(13,297	)
EBITDA		6,015		(82,459	)		4,989			(78,365	)
Add-backs:
Goodwill impairment charge (2)		-		92,000			-			92,000
Restructuring charges (3)		-		-			3,002			1,752
Adjusted EBITDA	$	6,015	$	9,541		$	7,991		$	15,387
Adjusted EBITDA as percentage of net sales		12.8%		15.9%			9.0%			13.4%
(1) The Company's non-GAAP financial measures were explained in its Form 8-K filed August 5, 2009.
(2) Represents the write-down of the carrying value of goodwill. The $92.0 million non-cash impairment charge was an estimate based on the results of preliminary impairment tests that the Company completed in the 2008 third quarter, which resulted in an additional non-cash goodwill impairment charge of $1.3 million.
(3) 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.
(4) In 2009, the tax benefit of the reconciling item is offset by an increase in the valuation allowance for deferred taxes.
(5) Due to the net losses in the first six months of 2009 and in the second quarter and first six months of 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.