form8k_021809.htm
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
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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 18,
2009
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)
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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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[
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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 18, 2009, PGT, Inc. (the
“Company”) issued a press release announcing its unaudited condensed
consolidated results of operations for the fourth quarter and year ended January
3, 2009 (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 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
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 and General Counsel
Dated: February
18, 2009
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 (loss) consists of GAAP net income (loss) adjusted for the items
included in the accompanying reconciliation. Adjusted net income
(loss) 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 February 18, 2009