UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
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Pursuant
To Section 13 or 15(d) of the Securities Exchange Act of
1934
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Date of
Report (date of earliest event reported): February 20, 2008
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PGT,
Inc.
(Exact
Name of Registrant as Specified in its Charter)
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Delaware
(State
or Other Jurisdiction of Incorporation)
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000-52059
(Commission
File Number)
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20-0634715
(IRS
Employer Identification No.)
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1070 Technology Drive,
North Venice, Florida 34275
(Address
of Principal Executive Offices, Including Zip Code)
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(941)
480-1600
(Registrant's
Telephone Number, Including Area
Code)
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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:
[
]
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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[
]
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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[
]
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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[
]
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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ITEM
2.02. Results of Operations
and Financial Condition
On February 20, 2008, PGT, Inc. (the “Company”)
issued a press release announcing its unaudited condensed consolidated results
of operations for the fourth quarter and year ended December 29, 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 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 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: February
20, 2008
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 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 (loss) 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 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
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 (loss), adjusted net income (loss) per pro forma share,
EBITDA and adjusted EBITDA to GAAP net income (loss) are included in the
financial schedules accompanying this release.
EXHIBIT
INDEX
Exhibit
Number Description
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99.1
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Press
release of PGT, Inc., dated February 20,
2008.
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