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 4, 2016

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 4, 2016, PGT, Inc. (the “Company”) issued a press release announcing its financial results for the second quarter and six months ended July 2, 2016.

On the same date, the Company posted an earnings presentation on its investor relations website at http://ir.pgtindustries.com. The earnings presentation is being made available in connection with the Company’s earnings conference call and audio webcast on August 4, 2016 at 8:30 a.m. E.T. The press release and the earnings presentation are furnished as Exhibits 99.1 and 99.2 to this Current Report on Form 8-K and are hereby incorporated herein by reference.

ITEM 7.01. Regulation FD Disclosure

The information set forth above under Item 2.02 is hereby incorporated herein by reference.

In accordance with General Instruction B.2 of Form 8-K, the information being furnished pursuant to this Current Report on Form 8-K, including Exhibits 99.1 and 99.2, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any registration statement or other document filed by the Company under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.

ITEM 9.01.  FINANCIAL STATEMENTS AND EXHIBITS

(d) Exhibits

Exhibit No.	Description
99.1	Press release of PGT, Inc., dated August 4, 2016
99.2	Earnings presentation dated August 4, 2016

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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, General Counsel, and

      Secretary

    Dated:  August 4, 2016

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EXHIBIT INDEX

Exhibit No.	Description
99.1	Press release of PGT, Inc., dated August 4, 2016
99.2	Earnings presentation dated August 4, 2016

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EX-99.1

EXHIBIT 99.1

NEWS RELEASE

PGT Reports 2016 Second Quarter Results

Record Quarterly Sales of $119 million

VENICE, Fla., August 4, 2016 (GLOBE NEWSWIRE) -- PGT, Inc. (NASDAQ: PGTI), the leading U.S. manufacturer and supplier of impact-resistant windows and doors, announced financial results for its second quarter and six months ended July 2, 2016.

“I am pleased with our team’s strong second quarter financial and operating performance,” commented PGTI’s Chairman of the Board and Chief Executive Officer, Rod Hershberger. “The quarter had record-breaking sales of $119 million and $20.8 million in EBITDA. The acquisitions of CGI and WinDoor were key factors in executing on our stated strategy, and we are already starting to see the combined power of our three brands as they are performing well, strengthening our capabilities and furthering our market reach. Our focus on delivering an unparalleled customer experience, combined with optimizing our three brands and operational capabilities, has us well positioned to take advantage of the growth in our core markets and execute against our long-term strategies.”

Selected Second Quarter 2016 Financial Results Versus the Prior Year Period

●   Net sales of $119.0 million, an increase of $18.2 million, or 18 percent;

●   Gross margin of 31.5 percent, compared to 32.7 percent;

●   Net income of $7.4 million, compared to $6.8 million;

●   Net income per diluted share of $0.15, compared to $0.13;

●   Net income, as adjusted, of $7.4 million, compared to $8.6 million;

●   Adjusted net income per diluted share of $0.15, compared to $0.17;

●   EBITDA of $20.8 million, compared to adjusted EBITDA of $18.9 million;

“We are encouraged by market conditions and continue to see demand increase across all of our brands and market segments. Our backlog is a reflection of this demand and has grown to nearly $60 million,” commented Brad West, PGTI’s Chief Financial Officer. “This dynamic environment sets us up for a strong second half as we continue to increase capacity to meet growing demand.”

Selected Six Months 2016 Financial Results Versus the Prior Year Period

●   Net sales of $219.2 million, an increase of $23.1 million, or 12 percent;

●   Gross margin of 30.8 percent, compared to 32.6 percent;

●   Net income of $8.8 million, compared to $13.4 million;

●   Net income per diluted share of $0.17, compared to $0.27;

●   Net income, as adjusted, of $11.8 million, compared to $15.6 million;

●   Adjusted net income per diluted share of $0.23, compared to $0.31;

●   EBITDA, as adjusted, of $35.4 million, compared to $35.2 million;

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Fiscal Year 2016 Outlook

The Company’s outlook for the remainder of the year continues to be in line with market consensus.

“Our steadfast focus remains on executing our overall financial and operational objectives. We remain confident in our ability to leverage our brands, increase operational efficiencies, create innovative new products and increase geographic reach,” statedJeff Jackson, PGTI’s President and Chief Operating Officer. “In the short-term, our primary goal is to increase capacity to better serve our customers. The fundamental drivers of our business continue to align to our advantage and we are diligently working to capitalize on this momentum. Our strategies for profitable growth, combined with our strong balance sheet and disciplined approach to capital allocation, will continue to create shareholder value in 2016.”

Conference Call

As previously announced, PGT will hold a conference call Thursday, August 4, 2016, at 8:30 a.m. eastern time and will simultaneously broadcast the call live over the Internet. To participate in the teleconference, kindly 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, 2016, at 11:30 a.m. eastern time through August 11, 2016, at 11:30 a.m. To access the replay, dial 855-859-2056 (U.S. and Canada) and 404-537-3406 (international) and refer to pass code 49044063.

The webcast will also be available on the Investor Relations section of the PGT, Inc. website, http://ir.pgtindustries.com/events.cfm.

About PGT, Inc.

PGT, Inc. (NASDAQ:PGTI), headquartered in North Venice, Florida, through its wholly-owned subsidiaries, creates products which focus on protecting and enhancing the beauty and functionality of homes and businesses. The Company's trusted brands include PGT Windows & Doors, CGI Windows & Doors and WinDoor. PGT, Inc. holds the leadership position in its primary market and is part of the S&P SmallCap 400 Index. For additional information, visit http://ir.pgtindustries.com.

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Forward-Looking Statements

From time to time, we have made or will make forward-looking statements within the meaning of Section 21E of the Exchange Act. These statements do not relate strictly to historical or current facts. Forward-looking statements usually can be identified by the use of words such as "goal", "objective", "plan", "expect", "anticipate", "intend", "project", "believe", "estimate", "may", "could", or other words of similar meaning. Forward-looking statements provide our current expectations or forecasts of future events, results, circumstances or aspirations. Our disclosures in this report contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. We may also make forward-looking statements in our other documents filed or furnished with the Securities and Exchange Commission and in oral presentations. Forward-looking statements are based on assumptions and by their nature are subject to risks and uncertainties, many of which are outside of our control. Our actual results may differ materially from those set forth in our forward-looking statements. There is no assurance that any list of risks and uncertainties or risk factors is complete. Factors that could cause actual results to differ materially from those described in our forward-looking statements include, but are not limited to:

·   Changes in new home starts and home remodeling trends

·   The economy in the U.S. generally or in Florida where the substantial portion of our sales are generated

·   Raw material prices, especially aluminum

·   Transportation costs

·   Level of indebtedness

·   Dependence on our impact-resistant product lines

·   Integration of acquisition(s), including WinDoor, Incorporated

·   Product liability and warranty claims

·   Federal and state regulations, and

·   Dependence on our manufacturing facilities

Any forward-looking statements made by us or on our behalf speak only as of the date they are made, and we do not undertake any obligation to update any forward-looking statement to reflect the impact of subsequent events or circumstances. Before making any investment decision, you should carefully consider all risks and uncertainties disclosed in all our SEC filings, including our reports on Forms 8-K, 10-Q, and 10-K and our registration statements under the Securities Act of 1933, as amended, all of which are accessible on the SEC's website at www.sec.gov and  http://www.pgtindustries.com.

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Use of Non-GAAP Financial Measures

This Press Release and the financial schedules include financial measures and terms not calculated in accordance with U.S. generally accepted accounting principles (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 consists of GAAP net income adjusted for the items included in the accompanying reconciliation. Adjusted net income per share consists of GAAP net income 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.

EBITDA consists of GAAP net income adjusted for the items included in 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, adjusted net income 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, adjusted net income per share, EBITDA and adjusted EBITDA to GAAP net income are included in the financial schedules accompanying this release.

CONTACT: PGT, Inc.

Brad West, Senior Vice President and CFO

941-480-1600

bwest@pgtindustries.com

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PGT, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(unaudited - in thousands, except per share amounts)
	Three Months Ended				Six Months Ended
	July 2,		July 4,		July 2,		July 4,
	2016		2015		2016		2015
Net sales	$	119,033	$	100,833	$	219,239	$	196,134
Cost of sales		81,563		67,894		151,786		132,148
Gross profit		37,470		32,939		67,453		63,986
Selling, general and administrative expenses		20,615		16,776		40,676		34,440
Income from operations		16,855		16,163		26,777		29,546
Interest expense, net		5,282		2,940		9,440		5,853
Debt extinguishment costs		-		-		3,431		-
Other expenses, net		-		127		-		226
Income before income taxes		11,573		13,096		13,906		23,467
Income tax expense		4,223		6,316		5,077		10,035
Net income	$	7,350	$	6,780	$	8,829	$	13,432
Basic net income per common share	$	0.15	$	0.14	$	0.18	$	0.28
Diluted net income per common share	$	0.15	$	0.13	$	0.17	$	0.27
Weighted average common shares outstanding:
Basic		48,710		48,077		48,702		47,899
Diluted		50,473		50,283		50,465		50,155

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PGT, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(unaudited - in thousands)
		July 2,		January 2,
		2016		2016
ASSETS
Current assets:
Cash and cash equivalents	$	29,506	$	61,493
Accounts receivable, net		46,179		31,783
Inventories		30,397		23,053
Prepaid expenses and other current assets		7,680		10,643
Total current assets		113,762		126,972
Property, plant and equipment, net		79,740		71,503
Intangible assets, net		123,533		79,311
Goodwill		108,179		65,635
Other assets, net		751		607
Total assets	$	425,965	$	344,028
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable and accrued expenses	$	33,177	$	19,578
Current portion of long-term debt		2,613		1,949
Total current liabilities		35,790		21,527
Long-term debt, less current portion		248,357		188,818
Deferred income taxes, net		25,894		25,894
Other liabilities		1,131		828
Total liabilities		311,172		237,067
Total shareholders' equity		114,793		106,961
Total liabilities and shareholders' equity	$	425,965	$	344,028

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PGT, INC.
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 4,			July 2,			July 4,
	2016		2015			2016			2015
Reconciliation to Adjusted Net Income and
Adjusted Net Income per share (1):
Net income	$	7,350	$	6,780		$	8,829		$	13,432
Reconciling items:
Acquisition and refinancing costs (2)		-		-			4,333			-
Product line termination costs (3)		-		-			275			-
New product launch and glass lines start-up costs (4)		-		349			-			914
Tax effect of reconciling items		-		(135	)		(1,626	)		(354	)
Discrete item in income tax expense (5)		-		1,595			-			1,595
Adjusted net income	$	7,350	$	8,589		$	11,811		$	15,587
Weighted average shares outstanding:
Diluted		50,473		50,283			50,465			50,155
Adjusted net income per share - diluted	$	0.15	$	0.17		$	0.23		$	0.31
Reconciliation to EBITDA and Adjusted EBITDA:
Net income	$	7,350	$	6,780		$	8,829		$	13,432
Reconciling items:
Depreciation and amortization expense		3,966		2,557			7,418			4,925
Interest expense, net		5,282		2,940			9,440			5,853
Income tax expense		4,223		6,316			5,077			10,035
EBITDA		20,821		18,593			30,764			34,245
Add-backs:
Acquisition and refinancing costs (2)		-		-			4,333			-
Product line termination costs (3)		-		-			275			-
New product launch and glass lines start-up costs (4)		-		349			-			914
Adjusted EBITDA	$	20,821	$	18,942		$	35,372		$	35,159
Adjusted EBITDA as percentage of net sales		17.5%		18.8%			16.1%			17.9%

(1) The Company's non-GAAP financial measures were explained in its Form 8-K filed August 4, 2016.

(2) Represents costs and expenses relating to our February 16, 2016 acquisition of WinDoor, Inc., and simultaneous refinancing of our then existing credit facility into the 2016 Credit Agreement. Of the $4.3 million, $3.4 million represents and is classified as debt extinguishment costs for the six months ended July 2, 2016. The remaining $0.9 million represents transaction- and refinancing-related costs and expenses classified within selling, general and administrative expenses.

(3) Represents estimated charge relating to the wind-down of our PremierVue product category, classified within selling, general and administrative costs in the six months ended July 2, 2016.

(4) Costs associated with new product launch and the insulated and laminated glass lines start-up costs, of which $119 thousand is included in selling, general and administrative expenses and $230 thousand is included in cost of goods sold in the three months ended July 4, 2015, and $304 thousand is included in selling, general and administrative expenses and $610 thousand is included in cost of goods sold in the six months ended July 4, 2015.

(5) Represents income tax expense previously classified within accumulated other comprehensive losses, relating to the intraperiod income taxes on our effective aluminum hedges. This amount, previously allocated to other comprehensive income, was reversed in the three months ended July 4, 2015.

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EX-99.2

EXHIBIT 99.2