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 3, 2011

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 3, 2011, PGT, Inc. (the “Company”) issued a press release announcing its unaudited condensed consolidated results of operations for the second quarter ended July 2, 2011 (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, 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 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.

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, General Counsel, and

         Secretary

    Dated:  August 3, 2011

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.

EXHIBIT INDEX

Exhibit No.	Description
99	Press release of PGT, Inc., dated August 3, 2011.

EX-99

EXHIBIT 99

PGT Reports 2011 Second Quarter Results

VENICE, FL, August 3, 2011 - 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 2, 2011.  In our second quarter:

§   Net sales were $45.2 million, a decrease of $3.8 million, or 7.8%, from prior year second quarter;

§   Adjusted gross margin was 30.1%, a decrease from the prior year second quarter gross margin of 31.1%;

§   Net loss was $5.0 million compared to a net income of $1 thousand in the second quarter of 2010.  Consolidation charges totaled $1.4 million and additional expenses relating to manufacturing inefficiencies caused by the consolidation totaled $3.3 million in the second quarter of 2011;

§   Adjusted EBITDA was $4.6 million, compared to EBITDA of $5.3 million in the prior year second quarter.

“Sales decreased 7.8% compared to prior year in part as a result of temporary capacity constraints and inefficiencies related to our plant consolidation.  We experienced lower sales in our Aluminum WinGuard product line, with sales down $1.4 million or 6%  compared to prior year.  Sales also decreased within our Architectural Systems  product lines by $1.6 million as a result of the increased softness of the commercial market” said Rod Hershberger, PGT’s President and Chief Executive Officer.  “Housing starts in Florida decreased 5% compared to the second quarter of 2010, driven mainly by an 8% decrease in single family starts.”

Mr. Hershberger continued, “All of our operating lines from North Carolina are now in place and operating in Florida, where we have hired over 350 new positions.  Our main focus over the past and next quarter is getting these new employees fully trained to be able to execute at the levels that PGT is known for in the marketplace, and we expect substantially all consolidation related inefficiencies to be driven from our operations by the end of the third quarter.”

Commenting further on the second quarter of 2011, Jeff Jackson, PGT’s Executive Vice President and Chief Financial Officer, stated, “Vinyl sales were down 8% when compared to prior year.  This includes a $1.7 million decline in non-impact vinyl sales due to both temporary capacity constraints as well as our decision to reduce our efforts related to sales in non-coastal areas.  Vinyl impact sales were up $0.7 million due to a $1.1 million increase in sales of our PremierVue high end line which continues to gain traction.  This was offset by a $0.4 million decrease in sales of Vinyl WinGuard due to the constraints created during the consolidation.  These constraints will be alleviated in the coming quarter as our expanded Florida operations become more efficient.  Adjusted EBITDA during the quarter  was $4.6 million, or 10.3% of sales, compared to prior year’s second quarter EBITDA of $5.3 million, or 10.7% of sales.  This decline was due mainly to lost margin from lower sales, somewhat offset by lower spending in overhead and selling, general and administrative categories.”

Mr. Jackson continued, “In June, we completed the refinancing of our debt and in doing so created more favorable terms including a lower interest rate and a due date extension to 2016.  During the quarter, we used $3.2 million of cash in operations.  Our cash balance decreased $7.8 million during the quarter to $7.7 million, primarily due to $5.9 million of cash used for plant consolidation expenses, a debt principal payment in the amount of $2.0 million and refinancing fees of $2.4 million.  Our net debt was $40.3 million and our corresponding leverage ratio was 2.8X at the end of the second quarter of 2011.”

Conference Call

As previously announced, PGT will hold a conference call Thursday, August 4, 2011, 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: 877-769-6798(U.S. and Canada) and 678-894-3060(international). A replay of the call will be available beginning August 4, 2011, at 1:30 p.m. eastern time through August 25, 2011. To access the replay, dial 800-642-1687 (U.S. and Canada) and 706-645-9291 (international) and refer to pass code 82398564.

The webcast will also be available through the Investor Relations section of the PGT, Inc. website, http://www.pgtinc.com.

About PGT

PGT(R) 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. Founded in 1980, the company employs approximately 1,150 at its manufacturing, glass laminating and tempering plants in Florida. Utilizing the latest designs and technology, PGT products are ideal for new construction and replacement projects serving the residential, commercial, high-rise and institutional markets. PGT's product line includes a variety of aluminum and vinyl windows and doors. Product brands include WinGuard (R); SpectraGuard (TM); PremierVue (TM); PGT Architectural Systems; and Eze-Breeze(R). PGT Industries 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 CFO

941-480-2714

jjackson@pgtindustries.com

PGT, INC. AND SUBSIDIARY
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(unaudited - in thousands, except per share amounts)
	Three Months Ended					Six Months Ended
	July 2,			July 3,		July 2,			July 3,
	2011			2010		2011			2010
Net sales	$	45,171		$	49,006	$	85,816		$	89,522
Cost of sales		36,100			33,760		68,419			62,953
Gross margin		9,071			15,246		17,397			26,569
Selling, general and administrative expenses		12,597			13,904		25,631			25,833
(Loss)/income from operations		(3,526	)		1,342		(8,234	)		736
Interest expense		1,050			1,264		2,173			2,738
Other expense (income), net		461			-		419			(20	)
(Loss)/income before income taxes		(5,037	)		78		(10,826	)		(1,982	)
Income tax expense		-			77		-			77
Net (loss)/income	$	(5,037	)	$	1	$	(10,826	)	$	(2,059	)
Basic net loss/(income) per common share	$	(0.09	)	$	0.00	$	(0.20	)	$	(0.04	)
Diluted net loss/(income) per common share	$	(0.09	)	$	0.00	$	(0.20	)	$	(0.04	)
Weighted average common shares outstanding:
Basic		53,659			53,649		53,658			46,694
Diluted		53,659			54,334		53,658			46,694

PGT, INC. AND SUBSIDIARY
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands)
	July 2,		January 1,
	2011		2011
ASSETS	(unaudited)
Current assets:
Cash and cash equivalents	$	7,677	$	22,012
Accounts receivable, net		18,565		13,687
Inventories		11,581		10,535
Prepaid expenses		1,104		881
Other current assets		3,341		4,246
Total current assets		42,268		51,361
Property, plant and equipment, net		50,697		52,863
Other intangible assets, net		61,040		64,291
Other assets, net		2,086		604
Total assets	$	156,091	$	169,119
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable and accrued expenses	$	15,396	$	16,696
Deferred income taxes		185		185
Current portion of long-term debt and capital lease obligations		1,296		245
Total current liabilities		16,877		17,126
Long-term debt and capital lease obligations		46,811		49,918
Deferred income taxes		17,130		17,130
Other liabilities		2,158		1,903
Total liabilities		82,976		86,077
Total shareholders' equity		73,115		83,042
Total liabilities and shareholders' equity	$	156,091	$	169,119

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 2,			July 3,			July 2,			July 3,
	2011			2010			2011			2010
Reconciliation to Adjusted Net Income/(Loss) and Adjusted Net Income/(Loss) per share (1):
Net Income/(loss)	$	(5,037	)	$	1		$	(10,826	)	$	(2,059	)
Reconciling item:
Consolidation (2)		1,367			-			3,998			-
Manufacturing inefficiencies (3)		3,371			-			3,371			-
Write off deferred financing costs (4)		420			-			420			-
Tax effect of reconciling items		-			-			-			-
Adjusted net income/(loss)	$	121		$	1		$	(3,037	)	$	(2,059	)
Weighted average shares outstanding:
Diluted (5)		53,659			54,334			53,658			46,694
Adjusted net income/(loss) per share - diluted	$	0.00		$	0.00		$	(0.06	)	$	(0.04	)
Reconciliation to EBITDA and Adjusted EBITDA:
Net Income/(loss)	$	(5,037	)	$	1		$	(10,826	)	$	(2,059	)
Reconciling items:
Depreciation and amortization expense		3,477			3,921			7,025			7,887
Interest expense		1,050			1,264			2,173			2,738
Income tax expense		-			77			-			77
EBITDA		(510	)		5,263			(1,628	)		8,643
Consolidation (2)		1,367			-			3,998			-
Manufacturing inefficiencies (3)		3,371			-			3,371			-
Write off deferred financing costs (4)		420			-			420			-
Adjusted EBITDA	$	4,648		$	5,263		$	6,161		$	8,643
Adjusted EBITDA as percentage of net sales		10.3	%		10.7	%		7.2	%		9.7	%
(1) The Company's non-GAAP financial measures were explained in its Form 8-K filed August 3, 2011.
(2) Represents charges related to consolidation actions taken in 2011. These charges relate primarily to employee separation costs and move related expenses. Of the $1.4 million consolidation charge in three months ended July 2, 2011, $1.2 million is included in costs of goods sold and $0.2 million is included in selling, general and administrative expenses. Of the $4.0 million in consolidation charges in the six months ended July 2, 2011, $3.3 million is included in cost of goods sold and $0.7 million is included in selling, general and administrative expenses.
(3) Represents temporary excess labor and scrap expense incurred as a result of the consolidation actions taken in 2011. The amounts were determined by comparing the second quarter manfacturing results with normalized pre-consolidation quarter results. These charges are included in cost of goods sold for the three and six months ended July 2, 2011.
(4) Represents the write off of the remaining unamortized fees associated with our previous financing agreement. These charges are included in other expense for the three and six months ended July 2, 2011.
(5) Due to the actual net losses in the second quarter of 2011, and the first six months of 2011 and 2010, the effect of equity compensation plans is anti-dilutive.