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 1, 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))

TABLE OF CONTENTS

EX-99.1: PRESS RELEASE

ITEM 2.02. Results of Operations and Financial Condition

     On August 1, 2007, PGT, Inc. (the “Company”) issued a press release announcing its unaudited condensed consolidated results of operations for the second quarter ended June 30, 2007 (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 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, 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 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: August 1, 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 August 1, 2007.

EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE

PGT Reports Second Quarter and First Half 2007 Results

VENICE, FL, August 1, 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 second quarter ended June 30, 2007.

“During the second quarter of 2007, we continued to execute our strategy of gaining market share and controlling costs during the current housing downturn. Compared to the second quarter of 2006, the industry experienced a decline in housing permits of 46% in the second quarter of 2007 while our revenues declined 26.7%. We also introduced several new products in the second quarter designed to spur revenue growth in new and existing markets.” said Rod Hershberger, PGT’s President and Chief Executive Officer. “In addition, we have improved our operating leverage from previous cost structure adjustments made in response to the downturn resulting in an adjusted EBITDA as a percent of sales of 14.9%.”

Second Quarter 2007 Financial Results

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

§	Total revenues for the second quarter were $79.7 million, an increase of $7.0 million or 9.6% over the first quarter of 2007, and a decrease of 26.7% or $29.0 million versus the same period in 2006. The decrease from 2006 is largely due to the market conditions described above which impacted most of our product lines.
§	Gross margin percentage was 36.4%, compared to 43.3% 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 $2.1 million from the prior year quarter mainly due to lower distribution costs associated with lower sales volumes and lower management fees, offset by an impairment charge on the Lexington facility in North Carolina currently held for sale.
§	Second quarter net income was $2.8 million compared to $10.0 million for the same period in 2006. On an adjusted basis, second quarter net income was $3.3 million versus $13.0 million in the same quarter of 2006.
§	Diluted weighted average shares outstanding for the second quarter of 2007 were 28,321,461 compared to 18,173,432 for the same quarter last year. The higher share count was mainly due to our IPO, completed in June 2006. Assuming the IPO occurred at the beginning of each of the respective reporting periods, the pro

	forma diluted weighted average shares outstanding for the second quarters of 2007 and 2006 were 28,321,461 and 27,932,643, respectively.
§	Net income per diluted share for the second quarter was $0.10 compared to $0.55 for the comparable period of 2006. On an adjusted basis, net income per pro forma diluted share was $0.12, compared to $0.47 for the prior year period.
§	EBITDA for the second quarter was $11.1 million versus $27.4 million for the comparable period of 2006. On an adjusted basis, EBITDA for the second quarter was $11.9 million versus $28.4 million for the comparable period of 2006.

Commenting on the second quarter results, Jeff Jackson, PGT’s Chief Financial Officer, stated, “Capitalizing on actions taken in the past six months, we continued to control our manufacturing expenses and increased our leverage resulting in an improvement in gross margin of 2.3% over the first quarter of 2007 to 36.4%. We prepaid $5 million of our long term debt in June 2007, in addition to the $20 million prepaid in the first quarter.”

First Half 2007 Financial Results

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

§	Total revenues for the first half were $152.4 million, a decrease of 25.7%, versus $205.0 million for the same period in 2006.
§	Gross margin percentage for the first half was 35.3%, compared to 40.3% in the first half of 2006. Gross margin decreased as a result of declining operating leverage due to lower overall sales volumes and an increase in aluminum costs, offset in part by lower overhead spending.
§	SG&A spending decreased by $3.7 million from the first half of 2006 due mainly to lower distribution costs associated with lower sales volumes and lower management fees, offset by an impairment charge on the Lexington facility in North Carolina currently held for sale.
§	First half net income (loss) was $3.6 million compared to $(4.1) million for the same period in 2006. On an adjusted basis, first half net income was $4.1 million versus $19.8 million in the first half of 2006.
§	Diluted weighted average shares outstanding for the first half of 2007 were 28,343,654 compared to 15,950,129 for the comparable period of 2006. Assuming the IPO occurred at the beginning of each of the respective reporting periods, the pro forma diluted weighted average shares outstanding for the second quarters of 2007 and 2006 were 28,343,654 and 27,890,530, respectively.
§	Net income (loss) per diluted share for the first half was $0.13 compared to $(0.25) for the comparable period of 2006. On an adjusted basis, net income per pro forma diluted share was $0.14, compared to $0.71 for the prior year period.
§	EBITDA for the first half was $19.4 million versus $18.6 million for the comparable period of 2006. On an adjusted basis, EBITDA for the first half was $20.2 million versus $47.0 million for the comparable period of 2006.

Conference Call

As previously announced, PGT will hold a conference call Thursday, August 2, 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: 888-680-0865 (U.S. and Canada) and 617-213-4853 (international). Refer to passcode 10513713. A replay of the call will be available beginning August 2, 2007, at 12:30 p.m. Eastern time through August 9, 2007. To access the replay, dial 888-286-8010 (U.S. and Canada) or 617-801-6888 (international) and refer to passcode 35655100. 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, Inc. 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					Six Months Ended
	June 30,		July 1,			June 30,		July 1,
	2007		2006			2007		2006
Net sales	$	79,707	$	108,689		$	152,382	$	205,044
Cost of sales		50,685		61,579			98,588		122,213
Gross margin		29,022		47,110			53,794		82,831
Stock compensation expense related to dividend		—		—			—		26,898
Selling, general and administrative expenses		21,718		23,796			41,964		45,664
Income from operations		7,304		23,314			11,830		10,269
Other expense (income), net		98		(357	)		230		(766	)
Interest expense		2,801		7,282			5,925		17,641
Income (loss) before income taxes		4,405		16,389			5,675		(6,606	)
Income tax expense (benefit)		1,620		6,365			2,090		(2,554	)
Net income (loss)	$	2,785	$	10,024		$	3,585	$	(4,052	)
Basic net income (loss) per common share	$	0.10	$	0.62		$	0.13	$	(0.25	)
Diluted net income (loss) per common and common equivalent share	$	0.10	$	0.55		$	0.13	$	(0.25	)
Weighted average common shares outstanding:
Basic		27,123		16,151			27,061		15,950
Diluted		28,321		18,173			28,344		15,950

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

	June 30,		December 30,
	2007		2006
	(unaudited)
ASSETS
Current assets:
Cash and cash equivalents	$	18,875	$	36,981
Accounts receivable, net		29,905		25,244
Inventories		12,065		11,161
Deferred income taxes		6,693		5,231
Other current assets		11,374		13,041
Total current assets		78,912		91,658
Property, plant and equipment, net		79,987		78,802
Goodwill		169,648		169,648
Other intangible assets, net		99,133		101,918
Other assets, net		1,507		1,968
Total assets	$	429,187	$	443,994
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Accounts payable and accrued expenses	$	20,645	$	17,807
Current portion of long-term debt		—		420
Total current liabilities		20,645		18,227
Long-term debt		140,488		165,068
Deferred income taxes		52,417		52,417
Other long-term liabilities		3,444		3,076
Total liabilities		216,994		238,788
Total shareholders’ equity		212,193		205,206
Total liabilities and shareholders’ equity	$	429,187	$	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						Six Months Ended
	June 30,			July 1,			June 30,			July 1,
	2007			2006			2007			2006
Reconciliation to Adjusted Net Income (Loss) and Adjusted Net
Income per pro forma share (1):
Net income (loss)	$	2,785		$	10,024		$	3,585		$	(4,052	)
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)		—			3,897			—			5,941
Impairment of property held for sale (4)		826			—			826			—
Management fee (5)		—			973			—			1,434
Tax effect of reconciling items		(322	)		(1,880	)		(322	)		(15,012	)
Adjusted net income	$	3,289		$	13,014		$	4,089		$	19,826
Weighted average shares outstanding:
Diluted shares		28,321			18,173			28,344			15,950
Incremental shares for IPO (6)		—			9,759			—			9,953
Incremental shares for stock incentive awards (7)		—			—			—			1,987
Pro forma diluted shares		28,321			27,933			28,344			27,891
Adjusted net income per pro forma share — diluted	$	0.12		$	0.47		$	0.14		$	0.71
Reconciliation to EBITDA and Adjusted EBITDA:
Net income (loss)	$	2,785		$	10,024		$	3,585		$	(4,052	)
Reconciling items:
Depreciation and amortization expense		3,857			3,772			7,801			7,591
Interest expense		2,801			7,282			5,925			17,641
Income tax expense (benefit)		1,620			6,365			2,090			(2,554	)
EBITDA		11,063			27,443			19,401			18,626
Add: Cash payment to stock option holders (2)		—			—			—			26,898
Impairment of property held for sale (4)		826			—			826			—
Management fee (5)		—			973			—			1,434
Adjusted EBITDA	$	11,889		$	28,416		$	20,227		$	46,958
Adjusted EBITDA as percentage of sales		14.9	%		26.1	%		13.3	%		22.9	%

(1)	The company has provided detailed explanations of its non-GAAP financial measures in its Form 8-K filed August 1, 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 the write-down of the value of the Lexington, North Carolina property which has been classified as an asset held for sale due to the relocation of our plant to Salisbury, North Carolina and related exit costs. These expenses are included in Selling, General, and Administrative expenses.
(5)	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.
(6)	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.
(7)	Represents incremental shares for stock options that were excluded from the calculation of earnings per share for the first half of 2006 because their effect would have been anti-dilutive.