-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, R5ITcWzYib6HwpFjAqgsbKWRSpZ26UI8qMVaFrU4WoghQwbV2+35/BN7XcLtrc5D 4OlZOMM+wCHxMNT38J8npg== 0001171843-08-000323.txt : 20080501 0001171843-08-000323.hdr.sgml : 20080501 20080430183834 ACCESSION NUMBER: 0001171843-08-000323 CONFORMED SUBMISSION TYPE: 8-K/A PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20080329 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20080501 DATE AS OF CHANGE: 20080430 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PGT, Inc. CENTRAL INDEX KEY: 0001354327 STANDARD INDUSTRIAL CLASSIFICATION: METAL DOORS, SASH, FRAMES, MOLDING & TRIM [3442] IRS NUMBER: 200634715 STATE OF INCORPORATION: DE FISCAL YEAR END: 1229 FILING VALUES: FORM TYPE: 8-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 000-52059 FILM NUMBER: 08791389 BUSINESS ADDRESS: STREET 1: 1070 TECHNOLOGY DRIVE CITY: NOKOMIS STATE: FL ZIP: 34275 BUSINESS PHONE: 941-480-1600 MAIL ADDRESS: STREET 1: 1070 TECHNOLOGY DRIVE CITY: NOKOMIS STATE: FL ZIP: 34275 8-K/A 1 f8ka_043008.htm FORM 8-K Unassociated Document

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
 
FORM 8-K/A
 
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
 
Date of Report (Date of Earliest Event Reported):  April 30, 2008
 
PGT, Inc.
(Exact name of Registrant as Specified in its Charter)
 
Delaware
000-52059
20-0634715
(State or other jurisdiction
(Commission File
(IRS Employer
of Incorporation)
Number)
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)
___________________________________________________
(Former name or former address, if changed since last report)
 
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))
 

This Current Report on Form 8-K/A is being filed solely to correct a typographical error in the dial-in number for the conference call referenced in the Current Report on Form 8-K dated April 30, 2008.  The correct number for the call in the U.S. and Canada is 877-397-0235.  All other information is unchanged and reflects the disclosures made at the time of the filing of the Current Report on Form 8-K dated April 30, 2008.
 
Item 2.02. Results of Operations and Financial Condition.
 
On April 30, 2008, PGT, Inc. (the "Company") issued a press release announcing its unaudited condensed consolidated results of operations for the first quarter ended March 29, 2008 (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 99.1, 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 Part 1, "Item 1A. Risk Factors" in our Annual Report on Form 10-K for the year ended December 29, 2007 (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.
Date: April 30, 2008
 
  /s/ MARIO FERRUCCI III
 
Mario Ferrucci III
 
Vice President, Corporate Counsel, and Secretary
   
 

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 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 Number   Description
   
99.1 Press release of PGT, Inc., dated April 30, 2008.
EX-99 2 exh_991.htm EXHIBIT 99.1

EXHIBIT 99.1

PGT Reports 2008 First Quarter Results

VENICE, Fla., April 30, 2008 (PRIME NEWSWIRE) -- 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 29, 2008.

"We continue to gain share in a market that is still weakening as our sales decreased 24.5% in a housing market with starts down 56% in the first quarter of 2008 compared to the same period last year," said Rod Hershberger, PGT's President and Chief Executive Officer. "In the fourth quarter of 2007, we reduced our cost structure and better aligned our operations with reduced sales levels, but we continued to analyze our target markets, internal structure, projected run-rate, and efficiency. Unfortunately, the continued declining trend in sales required us to take further actions in March to streamline our processes and reduce expenses. We hope that the worst is behind us, but we are prepared for the challenge ahead and continue to watch for signs that the housing market is stabilizing."

Highlights of the First Quarter Financial Results include:

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



 --  Total revenues were $54.8 million, a decrease of $17.8 million or
     24.5% versus the first quarter of 2007.

 --  Gross margin percentage was 29.3%, compared to 34.0% in the same
     quarter of 2007. Gross margin decreased due mainly to declining
     operating leverage due to lower overall sales volumes.

 --  Restructuring costs totaled $1.8 million in the first quarter, of
     which $1.1 million was included in cost of goods sold. Adjusted
     for the restructuring costs, gross margin percentage was 31.3%.
     The remaining $0.7 million of restructuring costs is included in
     SG&A.

 --  SG&A was $16.3 million, a decrease of $3.9 million from the prior
     year quarter mainly driven by lower personnel-related costs
     related to cost-alignment initiatives taken in the fourth quarter
     of 2007 and first quarter of 2008 and lower selling and marketing
     costs associated with lower sales volumes.

 --  Net loss in the first quarter was $1.8 million compared to net
     income of $0.8 million for the same period of 2007. Adjusting for
     the $1.8 million restructuring charge, the net loss for the first
     quarter was $0.7 million.

 --  Net loss per diluted share for the first quarter was $0.06
     compared to net income per diluted share of $0.03 for the
     comparable period of 2007. On an adjusted basis, the net loss per
     diluted share for the first quarter of 2008 was $0.03.

 --  EBITDA was $4.1 million for the first quarter compared to $8.3
     million for the comparable period in 2007. Adjusted for the
     restructuring charge, EBITDA for the quarter was $5.8 million for
     the 2008 first quarter.

Commenting on the first quarter results, Jeff Jackson, PGT's Chief Financial Officer, stated, "We experienced a further decline in sales as the markets we serve remain weak. This resulted in a further decrease in our operating leverage. We took action to realign our cost structure, reducing operating expenses in both the fourth quarter of 2007 and again in the first quarter of 2008. We recognized the benefit of the first cost reduction in the first quarter and we expect to recognize the full benefit of both cost reductions in the second quarter of 2008. We closely monitor the housing market and continue to place significant focus on our operational cost structure. We will continue to take action as required for the long-term health of the Company."

Conference Call

As previously announced, PGT will hold a conference call Thursday, May 1, 2008, 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: 877-397-0235 (U.S. and Canada) and 719-325-4938 (international). A replay of the call will be available beginning May 1, 2008, at 1:30 p.m. Eastern Time through May 15, 2008. To access the replay, dial 888-203-1112 (U.S. and Canada) or 719-457-0820 (international) and refer to passcode 7925433. 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. PGT is also one of the largest window and door manufacturers in the United States. Founded in 1980, the company employs approximately 1,500 at its manufacturing, glass laminating and tempering plants, and delivery fleet facilities in Venice, Fla., Salisbury, N.C. and Lexington, N.C. 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, which includes the Caribbean, South America and Australia. PGT's product line includes PGT(R) Aluminum and Vinyl Windows and Doors; WinGuard(R) Impact-Resistant Windows and Doors; PGT(R) Architectural Systems; and Eze-Breeze(R) Sliding Panels. PGT Industries is a wholly owned subsidiary of PGT, Inc. (Nasdaq:PGTI).

The PGT, Inc. logo is available at http://www.primenewswire.com/newsroom/prs/?pkgid=4199

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.




                      PGT, INC. AND SUBSIDIARY
            CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
         (unaudited - in thousands, except per share amounts)

                                                   Quarter Ended
                                              ------------------------
                                               March 29,     March 31,
                                                 2008          2007
                                              ----------    ----------

 Net sales                                    $   54,836    $   72,602
 Cost of sales                                    38,765        47,903
                                              ----------    ----------
    Gross margin                                  16,071        24,699
 Selling, general and
  administrative expenses                         16,269        20,172
                                              ----------    ----------
   (Loss) income from operations                    (198)        4,527
 Interest expense                                  2,727         3,124
 Other (income) expenses, net                       (107)          133
                                              ----------    ----------
   (Loss) income before income taxes              (2,818)        1,270
 Income tax (benefit) expense                     (1,031)          469
                                              ----------    ----------
 Net (loss) income                            $   (1,787)   $      801
                                              ==========    ==========

 Basic net (loss) income per common
  share                                       $    (0.06)   $     0.03
                                              ==========    ==========

 Diluted net (loss) income per common
  share                                       $    (0.06)   $     0.03
                                              ==========    ==========

    Weighted average common shares
     outstanding:
 Basic                                            27,636        26,999
                                              ==========    ==========

 Diluted                                          27,636        28,366
                                              ==========    ==========

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


                                               March 29,      Dec. 29,
                                                 2008           2007
                                               ---------     ---------
 ASSETS                                       (unaudited)
 Current assets:
 Cash and cash equivalents                     $  18,208      $ 19,479
 Accounts receivable, net                         21,613        20,956
 Inventories, net                                  9,496         9,223
 Deferred income taxes                             3,293         3,683
 Other current assets                              9,485         7,080
                                               ---------     ---------
    Total current assets                          62,095        60,421

 Property, plant and equipment, net               78,357        80,184
 Other intangible assets, net                     94,956        96,348
 Goodwill                                        169,648       169,648
 Other assets, net                                 1,187         1,264
                                               ---------     ---------
    Total assets                               $ 406,243     $ 407,865
                                               =========     =========

 LIABILITIES AND SHAREHOLDERS' EQUITY
 Current liabilities:

 Accounts payable and accrued expenses         $  14,714     $  15,235
 Current portion of long-term debt                   663           332
                                               ---------     ---------
    Total current liabilities                     15,377        15,567
 Long-term debt                                  129,337       129,668
 Deferred income taxes                            48,927        48,927
 Other liabilities                                 3,174         3,231
                                               ---------     ---------
    Total liabilities                            196,815       197,393

 Total shareholders' equity                      209,428       210,472
                                               ---------     ---------
 Total liabilities and shareholders'
  equity                                       $ 406,243     $ 407,865
                                               =========     =========


                       PGT, INC. AND SUBSIDIARY
      RECONCILIATION OF NON-GAAP FINANCIAL MEASURES TO THEIR
                          GAAP EQUIVALENTS
         (unaudited - in thousands, except per share amounts)

                                                   Quarter Ended
                                              ------------------------
                                               March 29,     March 31,
                                                 2008          2007
                                              ----------    ----------
 Reconciliation to Adjusted Net (Loss)
  Income and Adjusted Net (Loss)
  Income per share (1):
 Net (loss) income                            $   (1,787)   $      801
 Reconciling items:
   Restructuring charge (2)                        1,752            --
   Tax effect of reconciling item                   (683)           --
                                              ----------    ----------
 Adjusted net (loss) income                   $     (718)   $      801
                                              ==========    ==========

 Weighted average diluted shares
  outstanding (3)                                 27,636        28,366
                                              ==========    ==========

 Adjusted net (loss) income per
  share - diluted                             $    (0.03)   $     0.03
                                              ==========    ==========

 Reconciliation to EBITDA and
  Adjusted EBITDA:
 Net (loss) income                            $   (1,787)   $      801
 Reconciling items:
   Depreciation and amortization expense           4,185         3,945
   Interest expense                                2,727         3,124
   Income tax (benefit) expense                   (1,031)          469
                                              ----------    ----------
 EBITDA                                            4,094         8,339
 Add: Restructuring charge (2)                     1,752            --
                                              ----------    ----------
      Adjusted EBITDA                         $    5,846    $    8,339
                                              ==========    ==========
      Adjusted EBITDA as percentage
       of net sales                                 10.7%         11.5%
                                                    ====          ====


 (1) The company provided detailed explanations of its non-GAAP
     financial measures in its Form 8-K filed April 30, 2008.

 (2) Represents charge related to restructuring actions taken in the
     first quarter of 2008 as announced on March 4, 2008 of which $1.1
     million is included in cost of goods sold and $0.7 million is
     included in selling, general and administrative expenses. This
     charge related primarily to employee separation costs.

 (3) Because there was a net loss in the first quarter of 2008, the
     effect of stock compensation plans was anti-dilutive. Therefore,
     in the 2008 first quarter, basic and diluted weighted-average
     common shares outstanding are equal.
CONTACT:  PGT, Inc.
          Jeffrey T. Jackson
          941-486-0100, ext. 22786
          jjackson@pgtindustries.com
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