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): July 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)

(941) 480-1600

Registrant’s telephone number, including area code:

N/A

(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 ))

Item 2.02. Results of Operations and Financial Condition.

On July 30, 2008, PGT, Inc. (the "Company") issued a press release announcing its unaudited condensed consolidated results of operations for the second quarter and first half ended June 28, 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: July 30, 2008
	/s/ MARIO FERRUCCI III
	Mario Ferrucci III
	Vice President and General Counsel

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, 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 (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, 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 (loss) are included in the financial schedules accompanying this release.

EXHIBIT INDEX

Exhibit Number Description

99.1 Press release of PGT, Inc., dated July 30, 2008.

* Total net sales were $60.1 million in the second quarter of 2008, a decrease of $19.3 million or 24.3%, compared to the second quarter of 2007. For the first half of 2008, net sales were $114.9 million, a decrease of $37.1 million or 24.4%, compared to the first half of 2007. * Gross margin percentage in the second quarter of 2008 was 35.8%, compared to 36.2% in the second quarter of 2007, and was 32.7% for the 2008 first half, compared to 35.1% in the 2007 first half. Gross margin in both periods of 2008 compared to the same periods in 2007 decreased due mainly to declining operating leverage due to lower overall sales volumes. * There was an estimated non-cash impairment charge in the 2008 second quarter and first half of $92 million related to the impairment of goodwill. The Company expects to update this estimate in the 2008 third quarter upon finalization of its goodwill impairment analyses. In the 2007 second quarter and first half there was a non-cash impairment charge of $0.8 million related to a then idle manufacturing facility. * SG&A was $16.2 million in the second quarter of 2008, a decrease of $4.4 million from the 2007 second quarter. SG&A was $32.4 million for the first half of 2008, a decrease of $8.3 million from the 2007 first half. In both the second quarter and first half of 2008, the decreases as compared to 2007 were due mainly to lower personnel-related costs from cost-alignment initiatives taken in the fourth quarter of 2007 and first quarter of 2008, and lower distribution and selling costs associated with lower sales volumes. As a percentage of sales, SG&A was 26.9% for the second quarter of 2008 compared to 25.9% in the second quarter of 2007 and 28.2% for the first half of 2008 compared to 26.8% in the first half of 2007. * Restructuring costs in the first half of 2008 totaled $1.8 million, of which $1.1 million was included in cost of goods sold and $0.7 million was included in SG&A. Adjusted for restructuring costs, gross margin percentage for the first half of 2008 was 33.6% of sales and SG&A was 27.6% of sales. * Driven by the $92 million estimated non-cash goodwill impairment charge, net loss in the second quarter of 2008 was $76.6 million, compared to net income of $2.8 million for the second quarter of 2007. On an adjusted basis, net income for the second quarter of 2008 was $1.9 million compared to $3.3 million in the second quarter of 2007. The net loss in the first half of 2008 was $78.4 million, compared to net income of $3.6 million in the first half of 2007. Adjusted net income was $1.1 million for the first half of 2008 compared to adjusted net income of $4.1 million for the first half of 2007. * Net loss per diluted share for the second quarter of 2008 was $2.75 compared to net income per diluted share of $0.10 for the second quarter of 2007. On an adjusted basis, net income per diluted share for the second quarter of 2008 was $0.07 compared to $0.12 in the second quarter of 2007. Net loss per diluted share in the first half of 2008 was $2.83, compared to net income per diluted share of $0.13 in the first half of 2007. On an adjusted basis, net income per diluted share was $0.04 for the first half of 2008 compared to adjusted net income per diluted share of $0.14 for the first half of 2007. * Adjusted EBITDA for the second quarter of 2008 was $9.5 million compared to an adjusted EBITDA of $11.9 million for the second quarter of 2007. Adjusted EBITDA for the first half of 2008 was $15.4 million compared to an adjusted EBITDA of $20.2 million for the first half of 2007.

PGT, INC. AND SUBSIDIARY CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (unaudited - in thousands, except per share amounts) Second Quarter Ended First Half Ended ------------------- ------------------- June 28, June 30, June 28, June 30, 2008 2007 2008 2007 -------- -------- -------- -------- Net sales $ 60,100 $ 79,403 $114,936 $152,005 Cost of sales 38,609 50,685 77,374 98,588 -------- -------- -------- -------- Gross margin 21,491 28,718 37,562 53,417 Goodwill impairment charge 92,000 -- 92,000 -- Asset impairment charge -- 826 -- 826 Selling, general and administrative expenses 16,165 20,588 32,434 40,761 -------- -------- -------- -------- (Loss) income from operations (86,674) 7,304 (86,872) 11,830 Interest expense 2,190 2,801 4,917 5,925 Other expense (income), net 51 98 (56) 230 -------- -------- -------- -------- (Loss) income before income taxes (88,915) 4,405 (91,733) 5,675 Income tax (benefit) expense (12,266) 1,620 (13,297) 2,090 -------- -------- -------- -------- Net (loss) income $(76,649) $ 2,785 $(78,436) $ 3,585 ======== ======== ======== ======== Basic net (loss) income per common share $ (2.75) $ 0.10 $ (2.83) $ 0.13 ======== ======== ======== ======== Diluted net (loss) income per common share $ (2.75) $ 0.10 $ (2.83) $ 0.13 ======== ======== ======== ======== Weighted average common shares outstanding: Basic 27,832 27,123 27,734 27,061 ======== ======== ======== ======== Diluted 27,832 28,321 27,734 28,344 ======== ======== ======== ======== PGT, INC. AND SUBSIDIARY CONDENSED CONSOLIDATED BALANCE SHEET (in thousands) June 28, Dec. 29, 2008 2007 -------- -------- ASSETS (unaudited) Current assets: Cash and cash equivalents $ 17,296 $ 19,479 Accounts receivable, net 23,561 20,956 Inventories, net 10,325 9,223 Deferred income taxes 3,802 3,683 Other current assets 4,837 7,080 -------- -------- Total current assets 59,821 60,421 Property, plant and equipment, net 76,412 80,184 Other intangible assets, net 93,563 96,348 Goodwill 77,648 169,648 Other assets, net 1,028 1,264 -------- -------- Total assets $308,472 $407,865 ======== ======== LIABILITIES AND SHAREHOLDERS' EQUITY Current liabilities: Accounts payable and accrued expenses $ 15,814 $ 15,235 Current portion of long-term debt 95 332 -------- -------- Total current liabilities 15,909 15,567 Long-term debt 120,322 129,668 Deferred income taxes 35,532 48,927 Other liabilities 3,113 3,231 -------- -------- Total liabilities 174,876 197,393 Total shareholders' equity 133,596 210,472 -------- -------- Total liabilities and shareholders' equity $308,472 $407,865 ======== ======== PGT, INC. AND SUBSIDIARY RECONCILIATION OF NON-GAAP FINANCIAL MEASURES TO THEIR GAAP EQUIVALENTS (unaudited - in thousands, except per share amounts) Second Quarter Ended First Half Ended ------------------- ------------------- June 28, June 30, June 28, June 30, 2008 2007 2008 2007 -------- -------- -------- -------- Reconciliation to Adjusted Net (Loss) Income and Adjusted Net Income per share(1): Net (loss) income $(76,649) $ 2,785 $(78,436) $ 3,585 Reconciling items: Goodwill impairment charge(2) 92,000 -- 92,000 -- Asset impairment charge(3) -- 826 -- 826 Restructuring charge(4) -- -- 1,752 -- Tax effect of reconciling items (13,495) (322) (14,178) (322) -------- -------- -------- -------- Adjusted net income $ 1,856 $ 3,289 $ 1,138 $ 4,089 ======== ======== ======== ======== Weighted average common shares outstanding: Diluted 27,832 28,321 27,734 28,344 ======== ======== ======== ======== Adjusted net income per share - diluted $ 0.07 $ 0.12 $ 0.04 $ 0.14 ======== ======== ======== ======== Reconciliation to EBITDA and Adjusted EBITDA: Net (loss) income $(76,649) $ 2,785 $(78,436) $ 3,585 Reconciling items: Depreciation and amortization expense 4,266 3,857 8,451 7,801 Interest expense 2,190 2,801 4,917 5,925 Income tax (benefit) expense (12,266) 1,620 (13,297) 2,090 -------- -------- -------- -------- EBITDA (82,459) 11,063 (78,365) 19,401 Add: Goodwill impairment charge(2) 92,000 -- 92,000 -- Long-lived asset impairment charge(3) -- 826 -- 826 Restructuring charge(4) -- -- 1,752 -- -------- -------- -------- -------- Adjusted EBITDA $ 9,541 $ 11,889 $ 15,387 $ 20,227 ======== ======== ======== ======== Adjusted EBITDA as percentage of net sales 15.9% 15.0% 13.4% 13.3% ======== ======== ======== ======== (1) The company provided detailed explanations of its non-GAAP financial measures in its Form 8-K filed July 30, 2008. (2) Represents the write-down of the carrying value of goodwill, consistent with the disclosure in the Company's Quarterly Report on Form 10-Q for the first quarter ended March 29, 2008 wherein we identified our goodwill as being at risk for future impairment due to the prolonged weakness in the housing sector, the Company's primary market, which the Company believes has resulted in its common stock trading at prices below its per-share book value. The Company considers the relationship between the trading price of its common stock and its per-share book value, among other things, when reviewing for indicators of impairment. During the second quarter of 2008, the Company came to the conclusion that, more likely than not, the weakness in the housing sector will persist longer than previously anticipated by the Company. The $92.0 million goodwill impairment charge is an estimate based on the results of preliminary impairment tests that the Company expects to complete in the 2008 third quarter. (3) Represents the write-down of the value of the Lexington, North Carolina property which, until December 2007 when we reclassified the real estate as held and used, had been classified as an asset held for sale due to the relocation of our plant to Salisbury, North Carolina. (4) 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.

PGT Reports 2008 Second Quarter and First Half Results