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, 2007

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:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o 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, 2007, PGT, Inc. (the “Company”) issued a press release announcing its unaudited condensed consolidated results of operations for the first quarter ended March 31, 2007 (the “Press Release”). Included as an exhibit to this current report on Form 8-K is a copy of the Press Release dated May 2, 2007. 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 Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange 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 and Exchange Act 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 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 Part 1, “Item 1A. Risk Factors” in our Annual report on Form 10-K for the year ended December 30, 2006 (File No. 000-52059) 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, Corporate Counsel, and Secretary

Dated: May 2, 2007

Appendix A

Use of Non-GAAP Financial Measures

The Press Release and the financial schedules attached thereto include financial measure 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, adjusted net income per pro forma 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 (loss) adjusted for the items included in the accompanying reconciliation. Adjusted net income per pro forma 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 earning 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 and thus do not reflect the funds generated from operation or actually available for capital investments.

Our calculations of adjusted net income, adjusted net income per pro forma 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 pro forma share, EBITDA and adjusted EBITDA to GAAP income (loss) are included in the financial schedules accompanying this release.

EXHIBIT INDEX

Exhibit
Number	Description
99.1	Press release of PGT, Inc., dated May 2, 2007.

EX-99.1

Exhibit 99.1

PGT Reports First Quarter 2007 Results

VENICE, FL, May 2, 2007 —PGT, Inc. (Nasdaq: PGTI), the leading U.S. manufacturer and supplier of residential impact-resistant windows and doors, today announced financial results for its first quarter ended March 31, 2007.

“During the first quarter of 2007, we continued to execute our strategy of gaining market share and controlling costs during the current housing downturn. The industry experienced a decline in housing permits of 52% in the first quarter of 2007 while our revenues declined 24.6%, in each case compared to the first quarter of 2006,” said Rod Hershberger, PGT’s President and Chief Executive Officer. “In addition, we have adjusted our operating cost structure in response to the current market conditions, and as a result of these actions, improved EBITDA as a percent of sales to 11.5% compared to 8.5% in the fourth quarter of 2006.”

First Quarter 2007 Financial Results

(See accompanying financial schedules for full financial details and reconciliations of non-GAAP financial measures to their GAAP equivalents.)

• Total revenues for the first quarter were $72.7 million, a decrease of 24.6%, versus $96.4 million for the same period in 2006. The decrease is largely due to the market conditions described above which impacted most of our product lines.

• Gross margin percentage for the first quarter was 34.1%, compared to 37.1% in the same quarter of 2006. Gross margin decreased as a result of declining operating leverage due to lower overall sales volumes and an increase in aluminum costs.

• SG&A spending decreased by $1.6 million from the prior year quarter mainly due to lower distribution costs associated with lower overall sales volumes.

• First quarter net income (loss) was $0.8 million compared to $(14.1) for the same period in 2006. On an adjusted basis, first quarter net income was $0.8 million versus $6.7 million in the same quarter of 2006, a decrease of $5.9 million.

• Diluted weighted average shares outstanding for the first quarter of 2007 were 28,365,737 compared to 15,749,483 for the same quarter last year. The higher share count was mainly due to our IPO, which was completed in June 2006. Assuming the IPO were completed at the beginning of each of the respective reporting periods, the pro forma diluted weighted average shares outstanding for the first quarters of 2007 and 2006 were 28,365,737 and 27,848,416, respectively.

• Net income (loss) per diluted share for the first quarter was $0.03 compared to $(0.89) for the comparable period of 2006. On an adjusted basis, net income per pro forma diluted share was $0.03, compared to $0.24 for the prior year period.

• EBITDA for the first quarter was $8.3 million versus $(8.8) million for the comparable period of 2006. On an adjusted basis, EBITDA for the first quarter was $8.3 million versus $18.5 million for the comparable period of 2006.

Commenting on the first quarter results, Jeff Jackson, PGT’s Chief Financial Officer, stated, “We reduced our manufacturing expenses and improved gross margin by 5.3% over the fourth quarter of 2006 to 34.1%. We prepaid $20 million of our long term debt, and will carefully continue to manage our cost structure in light of our lower sales volumes.”

Mr. Hershberger further commented, “In response to the deterioration in the housing market, we have taken a number of steps to maintain profitability and conserve capital. Despite the unfavorable operating conditions, we still believe we can continue to outperform our underlying markets by executing our core business model and operating strategy regardless of cyclical declines in housing demand.”

Conference Call

As previously announced, PGT will hold a conference call Thursday, May 3, 2007, 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: 866-700-5192 (U.S. and Canada) and 617-213-8833 (international). Refer to passcode 87133790. A replay of the call will be available beginning May 3, 2007 at 12:30 pm Eastern time through May 17, 2007. To access the replay, dial 888-286-8010 (U.S. and Canada) and 617-801-6888 (international) and refer to passcode 35299674. To access the webcast, go to www.pgtinc.com and click “Investor Relations.”

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. In its 26th year, the company employs approximately 2,200 at its manufacturing, glass laminating and tempering plants, and delivery fleet facilities in Venice, FL and Salisbury, NC. Sold through a network of over 1,300 independent distributors, the company’s total line of custom windows and doors is now available throughout the eastern United States, the Gulf Coast and in a growing international market that 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 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 and 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, 941-486-0100, ext. 22786
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
	March 31,		April 1,
	2007		2006
Net sales	$	72,675	$	96,355
Cost of sales		47,903		60,634
Gross margin		24,772		35,721
Stock compensation expense related to dividend		—		26,898
Write-off of trademark		—		—
Selling, general and administrative expenses		20,245		21,868
Income (loss) from operations		4,527		(13,045	)
Other expense (income), net		133		(409	)
Interest expense		3,124		10,359
Income (loss) before income taxes		1,270		(22,995	)
Income tax expense (benefit)		469		(8,919	)
Net income (loss)	$	801	$	(14,076	)
Basic net income (loss) per common share	$	0.03	$	(0.89	)
Diluted net income (loss) per common and common equivalent share	$	0.03	$	(0.89	)
Weighted average common shares outstanding:
Basic		26,999		15,749
Diluted		28,366		15,749

PGT, INC. AND SUBSIDIARY
CONDENSED CONSOLIDATED BALANCE SHEET
(in thousands)

	March 31,		December 30,
	2007		2006
	(unaudited)
ASSETS
Current assets:
Cash and cash equivalents	$	17,573	$	36,981
Accounts receivable, net		28,230		25,244
Inventories		11,840		11,161
Deferred income taxes		5,271		5,231
Other current assets		13,290		13,041
Total current assets		76,204		91,658
Property, plant and equipment, net		78,465		78,802
Goodwill		169,648		169,648
Other intangible assets, net		100,526		101,918
Other assets, net		1,645		1,968
Total assets	$	426,488	$	443,994
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Accounts payable and accrued expenses	$	18,957	$	17,807
Current portion of long-term debt		—		420
Total current liabilities		18,957		18,227
Long-term debt		145,488		165,068
Deferred income taxes		52,417		52,417
Other long-term liabilities		3,247		3,076
Total liabilities		220,109		238,788
Total shareholders’ equity		206,379		205,206
Total liabilities and shareholders’ equity	$	426,488	$	443,994

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 1,
	2007			2006
Reconciliation to Adjusted Net Income (Loss) and Adjusted Net Income per pro forma share (1):
Net income (loss)	$	801		$	(14,076	)
Reconciling items:
Cash payment to stock option holders (2)		—			26,898
Write-off of unamortized debt issuance costs in connection with the February 2006 refinancing (3)		—			4,617
Reduction in interest expense assuming February 2006 debt refinancing and repayment of debt with IPO proceeds were completed at the beginning of the period (3)		—			2,044
Management fee (4)		—			461
Tax effect of reconciling items at 39%		—			(13,268	)
Adjusted net income	$	801		$	6,676
Weighted average shares outstanding:
Diluted shares		28,366			15,749
Incremental shares for IPO (5)		—			10,147
Incremental shares for stock incentive awards (6)		—			1,952
Pro forma diluted shares		28,366			27,848
Adjusted net income per pro forma share — diluted	$	0.03		$	0.24
Reconciliation to EBITDA and Adjusted EBITDA:
Net income (loss)	$	801		$	(14,076	)
Reconciling items:
Depreciation and amortization expense		3,945			3,819
Interest expense		3,124			10,359
Income tax expense (benefit)		469			(8,919	)
EBITDA		8,339			(8,817	)
Add: Cash payment to stock option holders (2)		—			26,898
Management fee (4)		—			461
Adjusted EBITDA	$	8,339		$	18,542
Adjusted EBITDA as percentage of sales		11.5	%		19.2	%

(1)	The company has provided detailed explanations of its non-GAAP financial measures in its Form 8-K filed May 2, 2007.
(2)	Represents cash payments made to stock option holders (including applicable payroll taxes) in lieu of adjusting exercise prices in conjunction with the payment of dividends to our shareholders. This amount is included as a separate line item in the consolidated statement of operations of which $5,069 and $21,829 related to cost of sales and selling, general and administrative expenses, respectively, for 2006.
(3)	This amount is included in interest expense.
(4)	Represents management fees paid to our majority stockholder. Since consummating the initial public offering, these fees are no longer paid. The fees are included in selling, general and administrative expenses.
(5)	Represents incremental shares related to the company’s IPO assuming 10,147 shares sold by the company (including the over-allotment option of 1,324 shares) were issued at the beginning of the respective periods.
(6)	Represents incremental shares for stock options that were excluded from the calculation of earnings per share for the first quarter of 2006 because their effect would have been anti-dilutive.