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 2, 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 May 2, 2012, PGT, Inc. (the “Company”) issued a press release announcing its unaudited condensed consolidated results of operations for the first quarter ended March 31, 2012 (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 Form 10-K annual report 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:  May 2, 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 May 2, 2012.

EX-99

Exhibit 99

NEWS RELEASE

PGT Reports 2012 First Quarter Results

VENICE, FL, May 2, 2012 - PGT, Inc. (NASDAQ:  PGTI), the leading U.S. manufacturer and supplier of residential impact-resistant windows and doors, announces financial results for the first quarter ended March 31, 2012:

§   Net sales were $38.1 million, a decrease of $2.5 million, or 6.3%, compared to the first quarter of 2011;

§   Gross margin was 31.3%, an increase from the first quarter of 2011 adjusted gross margin of 25.6%;

§   Net loss was $0.7 million compared to a net loss of $5.8 million in the first quarter of 2011, which includes $2.6 million in consolidation charges;

§   Net loss per diluted share was $0.01 compared to an adjusted net loss per diluted share of $0.06 in the first quarter of 2011; and

§   EBITDA was $3.3 million compared to Adjusted EBITDA of $1.5 million in the first quarter of 2011.

“After completing the consolidation in 2011, this was our most successful first quarter EBITDA as a percent of sales since the first quarter of 2008,” said PGT’s President and Chief Executive Officer, Rod Hershberger.  “This is the direct result of the incredible efforts of all of our employees and our dealers.  Our sales were down $2.5 million due in part to our decision to withdraw from certain out of state markets and challenging market conditions in Southeast Florida; however, gross margin increased by $1.5 million.”

Mr. Hershberger continued, “Though housing starts increased 29% over the first quarter of 2011, the majority of this increase represents homes at a price point where impact products are not generally installed.  However, increased housing starts, even if they are not houses which have traditionally utilized our products, is a very good sign.  We are confident that, as the employment market and general economic conditions stabilize, housing starts of homes at various price points will increase and drive demand for our products.  In the interim, we will continue to focus on taking market share within the R&R market, improve operationally to drive bottom line success as we have recently and focus our efforts on driving top line sales at various price points to leverage our cost structure.”

Jeff Jackson, PGT’s Executive Vice President and Chief Financial Officer, further commented, “With the 2011 consolidation behind us, our first quarter results reflect the anticipated savings.  We recognized savings of $1.6 million, which is on track to reach our initial estimate of $6.0 - $7.0 million annually.  Also, our EBITDA increased $1.8 million despite lower sales.  Along with the savings from consolidation, this improvement was driven by operational improvements and improved product mix.”

Mr. Jackson continued, “During the quarter, we generated $4.0 million of cash from operations.  Our cash balance increased $3.1 million during the quarter to $14.0 million, and our net debt as of the end of the first quarter was $31.5 million.  Our working capital expressed as a percentage of sales was 9.4%, driven by our improvement in our accounts receivable days outstanding of 7 days.”

Conference Call

As previously announced, PGT will hold a conference call Thursday, May 3, 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:  877-654-5157(U.S. and Canada) and 914-495-8568(international). A replay of the call will be available beginning May 3, 2012, at 1:30 p.m. eastern time through May 24, 2012. To access the replay, dial 855-859-2056 (U.S. and Canada) and 404-537-3406 (international) and refer to pass code 70697856.

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 1,000 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 Form 10K annual 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
	March 31,			April 2,
	2012			2011
Net sales	$	38,100		$	40,644
Cost of sales		26,164			32,387
Gross margin		11,936			8,257
Selling, general and administrative expenses		11,708			12,966
Income (loss) from operations		228			(4,709	)
Interest expense		858			1,122
Other expense (income)		22			(42	)
Loss before income taxes		(652	)		(5,789	)
Income tax benefit		-			-
Net loss	$	(652	)	$	(5,789	)
Basic net loss per common share	$	(0.01	)	$	(0.11	)
Diluted net loss per common share	$	(0.01	)	$	(0.11	)
Weighted average common shares outstanding:
Basic and Diluted		53,664			53,654

PGT, INC. AND SUBSIDIARY
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands)
	March 31,		December 31,
	2012		2011
ASSETS	(unaudited)
Current assets:
Cash and cash equivalents	$	14,020	$	10,940
Accounts receivable, net		14,440		13,830
Inventories		12,319		11,602
Prepaid expenses		835		871
Other current assets		3,337		2,871
Total current assets		44,951		40,114
Property, plant and equipment, net		48,025		48,606
Other intangible assets, net		50,204		51,830
Other assets, net		1,948		2,285
Total assets	$	145,128	$	142,835
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable and accrued expenses	$	15,375	$	12,706
Current portion of long-term debt and capital lease obligations		520		50
Total current liabilities		15,895		12,756
Long-term debt and capital lease obligations		45,000		45,500
Deferred income taxes		15,041		15,041
Other liabilities		1,892		2,176
Total liabilities		77,828		75,473
Total shareholders' equity		67,300		67,362
Total liabilities and shareholders' equity	$	145,128	$	142,835

PGT, INC. AND SUBSIDIARY
RECONCILIATION OF NON-GAAP FINANCIAL MEASURES TO THEIR GAAP EQUIVALENTS
(unaudited - in thousands, except per share amounts)
	Three Months Ended
	March 31,			April 2,
	2012			2011
Reconciliation to Adjusted Net Loss and Adjusted Net Loss per share (1):
Net loss	$	(652	)	$	(5,789	)
Reconciling item:
Consolidation (2)		-			2,632
Adjusted net loss	$	(652	)	$	(3,157	)
Weighted average shares outstanding:
Diluted (3)		53,664			53,654
Adjusted net loss per share - diluted	$	(0.01	)	$	(0.06	)
Reconciliation to EBITDA and Adjusted EBITDA:
Net loss	$	(652	)	$	(5,789	)
Reconciling items:
Depreciation and amortization expense		3,137			3,549
Interest expense		858			1,122
EBITDA		3,343			(1,118	)
Add:
Consolidation (2)		-			2,632
Adjusted EBITDA	$	3,343		$	1,514
Adjusted EBITDA as percentage of net sales		8.8	%		3.7	%

(1) The Company's non-GAAP financial measures were explained in its Form 8-K filed May 2, 2012.

(2) Represents charges related to consolidation actions taken in the first quarter 2011.  These charges relate primarily to employee separation costs and move related expenses.  Of the consolidation charges taken in the first quarter of 2011, $2.1 million was recorded in costs of goods sold and $0.5 million was recorded in selling, general and administrative expenses.

(3) Due to the net losses in the first quarters of 2012 and 2011, the effect of the equity compensation plans is anti-dilutive.