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): February 23, 2012

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 February 23, 2012, PGT, Inc. (the “Company”) issued a press release announcing its unaudited condensed consolidated results of operations for the fourth quarter ended December 31, 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:  February 23, 2012

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 February 23, 2012.

EX-99

EXHIBIT 99

NEWS RELEASE

PGT Reports 2011 Fourth Quarter Results

VENICE, FL, February 23, 2012 - PGT, Inc. (NASDAQ:  PGTI), the leading U.S. manufacturer and supplier of residential impact-resistant windows and doors, announces financial results for the fourth quarter ended December 31, 2011.  In the fourth quarter:

§   Net sales were $35.7 million, a decrease of $3.3 million, or 8.5%, from prior year fourth quarter;

§   Gross margin percentage in the fourth quarter of 2011 was 25.1%, compared to 25.7% for the fourth quarter 2010, when adjusted for 2010 consolidation charges;

§   There was a net loss in the fourth quarter of 2011 of $6.3 million, compared to a net loss of $12.2 million for the fourth quarter of 2010.  Adjusted net loss was $3.6 million in the fourth quarter compared to an adjusted net loss of $4.6 million in the fourth quarter 2010. Adjusted net loss per diluted share was $0.07 compared to an adjusted net loss per diluted share of $0.09 in 2010; and

§   Non-cash impairment charges totaled $6.0 million, compared to the prior year fourth quarter amount of $5.6 million.  The current year impairment relates to our trade names. The prior year impairment related to the closing of our North Carolina plant, completed in the second quarter of 2011. Consolidation charges totaled $2.1 million in the fourth quarter of 2010.

“During 2011, we completed our consolidation in the midst of a market mired in high unemployment, depressed housing prices, and economic uncertainty.  Housing starts did improve 22% over the fourth quarter of 2010, but remain well below historical averages.  Although the housing starts increase is a positive sign, the other factors mentioned suggest growth will be slow in the near future,” said Rod Hershberger, President and Chief Executive Officer of PGT.

Mr. Hershberger continued, “Sales decreased $3.3 million, or 8.5%, in the fourth quarter of 2011 compared to the same quarter a year ago, due mainly to decreased sales in our out of state markets, where sales were down $2.2 million, or  37.9%.  This decrease is due mainly to our decision to reduce our efforts out of state.  Also contributing to our sales decrease are the Architectural System products which decreased $900 thousand, or 60.0%.”

Jeff Jackson, PGT’s Executive Vice President and Chief Financial Officer, further explained, “Our results for the quarter include savings of approximately $1.5 million from the consolidation which more than offset an additional $400 thousand in advertising investment and the negative impact of lost contribution from lower sales.  Adjusted EBITDA improved $400 thousand to $631 thousand or 1.8% of sales, compared to 0.6% a year ago. We also generated $2.9 million of cash from operations, and finished the quarter with net debt of $34.6 million.”

Mr. Hershberger closed by saying, “The Florida market continues to present challenges; however, the actions taken to date including the consolidation and the refocus on our core markets, as well as our continued belief in our people and our products, drive our confidence that PGT will remain the industry leader in impact resistant windows and doors.”

Conference Call

As previously announced, PGT will hold a conference call Friday, February 24, 2012, 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 February 24, 2012 at 1:30 p.m. Eastern Time through March 16, 2012. To access the replay, dial 855-859-2056 (U.S. and Canada) and 404-537-3406 (international) and refer to pass code 45102342. 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 1,100 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
(in thousands, except per share amounts)
	Three Months Ended						Year Ended
	December 31,			January 1,			December 31,			January 1,
	2011			2011			2011			2011
	(unaudited)						(unaudited)
Net sales	$	35,709		$	39,041		$	167,276		$	175,741
Cost of sales		26,753			29,893			128,171			125,615
Gross margin		8,956			9,148			39,105			50,126
Impairment charges		5,959			5,561			5,959			5,561
Selling, general and administrative expenses		11,627			14,643			48,619			53,879
Loss from operations		(8,630	)		(11,056	)		(15,473	)		(9,314	)
Interest expense		881			1,173			4,168			5,123
Other income, net		(874	)		-			(419	)		(19	)
Loss before income taxes		(8,637	)		(12,229	)		(19,222	)		(14,418	)
Income tax (benefit) expense		(2,324	)		-			(2,324	)		77
Net loss	$	(6,313	)	$	(12,229	)	$	(16,898	)	$	(14,495	)
Basic and diluted net loss  per common share	$	(0.12	)	$	(0.23	)	$	(0.31	)	$	(0.29	)
Weighted average common shares outstanding:
Basic and diluted		53,659			53,654			53,659			50,174

PGT, INC. AND SUBSIDIARY
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands)
	December 31,		January 1,
	2011		2011
ASSETS	(unaudited)
Current assets:
Cash and cash equivalents	$	10,940	$	22,012
Accounts receivable, net		13,830		13,687
Inventories		11,602		10,535
Other current assets		3,741		5,127
Total current assets		40,113		51,361
Property, plant and equipment, net		48,606		52,863
Other intangible assets, net		51,830		64,291
Other assets, net		2,286		604
Total assets	$	142,835	$	169,119
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable and accrued expenses	$	12,706	$	16,696
Deferred income taxes		-		185
Current portion of long-term debt and capital lease obligations		50		245
Total current liabilities		12,756		17,126
Long-term debt and capital lease obligations		45,500		49,918
Deferred income taxes		15,041		17,130
Other liabilities		2,176		1,903
Total liabilities		75,473		86,077
Total shareholders' equity		67,362		83,042
Total liabilities and shareholders' equity	$	142,835	$	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						Year Ended
	Decenber 31,			January 1,			Decenber 31,			January 1,
	2011			2011			2011			2011
Reconciliation to Adjusted net loss and Adjusted net loss per share (1):
Net loss	$	(6,313	)	$	(12,229	)	$	(16,898	)	$	(14,495	)
Reconciling item:
Intangible impairment charges (2)		5,959			-			5,959			-
Asset impairment charges (3)		-			5,561			-			5,561
Consolidation charges (4)		-			2,053			4,106			2,053
Gain on equipment sales (5)		(875	)		-			(875	)		-
Manufacturing inefficiencies (6)		-			-			4,005			-
Write off deferred financing costs (7)		-			-			420			-
Tax effect of reconciling items		(2,324	)		-			(2,324	)		-
Adjusted net loss	$	(3,553	)	$	(4,615	)	$	(5,607	)	$	(6,881	)
Weighted average shares outstanding:
Diluted (8)		53,659			53,654			53,659			50,174
Adjusted net loss per share - diluted	$	(0.07	)	$	(0.09	)	$	(0.10	)	$	(0.14	)
Reconciliation to EBITDA and Adjusted EBITDA:
Net loss	$	(6,313	)	$	(12,229	)	$	(16,898	)	$	(14,495	)
Reconciling items:
Depreciation and amortization expense		3,303			3,670			14,091			15,208
Interest expense		881			1,173			4,168			5,123
Income tax (benefit) expense		(2,324	)		-			(2,324	)		77
EBITDA		(4,453	)		(7,386	)		(963	)		5,913
Intangible impairment charges (2)		5,959			-			5,959			-
Asset impairment charges (3)		-			5,561			-			5,561
Consolidation charge (4)		-			2,053			4,106			2,053
Gain on Equipment Sales (5)		(875	)		-			(875	)		-
Manufacturing inefficiencies(6)		-			-			4,005			-
Write off deferred financing costs (7)		-			-			420			-
Adjusted EBITDA	$	631		$	228		$	12,652		$	13,527
Adjusted EBITDA as percentage of net sales		1.8	%		0.6	%		7.6	%		7.7	%
(1) The Company's non-GAAP financial measures were explained in its Form 8-K filed February 23, 2012. Certain prior period amounts within Exhibit 99 to the Form 8-K have been reclassified to conform with current year presentation.
(2) The Company completed its annual impairment tests in the fourth quarter of 2011, which resulted in additional impairment charges totaling $6.0 million related to trade names.
(3) Represents the write-down of the value of certain fixed assets of the Company.
(4) Represents charges and credits related to consolidation actions taken in 2010 and 2011. These charges relate primarily to employee separation costs and move related expenses. Of the $4.1 million in consolidation charges in the year ended December 31, 2011, $3.4 million is included in cost of goods sold and $0.7 million is included in selling, general and administrative expenses. Of the consolidation charges taken in 2010, $0.9 million was recorded in costs of goods sold and $1.2 million was recorded in selling, general, and administrative expenses.
(5) Represents gains related to the sale of equipment previously used in North Carolina operations. These gains are included in other income for the fourth quarter and year ended December 31, 2011.
(6) 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 manufacturing results with normalized pre-consolidation results. These charges are included in cost of goods sold for the year ended December 31, 2011.
(7) Represents the write off of the remaining unamortized fees associated with our previous financing agreement. These charges are included in other expense for the year ended December 31, 2011.
(8) Due to the net losses in the fourth quarters and fiscal years 2011 and 2010, the effect of equity compensation plans for these periods is anti-dilutive.