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. |
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Date:
April 30, 2008
|
|
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/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 Number
|
|
Description |
| |
|
| 99.1 |
Press release
of PGT, Inc., dated April 30,
2008. |