-----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, UU7BNw/3PbBUxQLWUWsCuqFxt/pPHfV5PfobeevIckp0JH6QNpMHbYczWHTxd8no 1VoExgAEHdf9zrluRSdEwQ== 0000950134-98-006359.txt : 19980806 0000950134-98-006359.hdr.sgml : 19980806 ACCESSION NUMBER: 0000950134-98-006359 CONFORMED SUBMISSION TYPE: 8-K/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19980805 ITEM INFORMATION: FILED AS OF DATE: 19980805 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: NCI BUILDING SYSTEMS INC CENTRAL INDEX KEY: 0000883902 STANDARD INDUSTRIAL CLASSIFICATION: PREFABRICATED METAL BUILDINGS & COMPONENTS [3448] IRS NUMBER: 760127701 STATE OF INCORPORATION: DE FISCAL YEAR END: 1031 FILING VALUES: FORM TYPE: 8-K/A SEC ACT: SEC FILE NUMBER: 001-14315 FILM NUMBER: 98677582 BUSINESS ADDRESS: STREET 1: 7301 FAIRVIEW CITY: HOUSTON TEXAS STATE: TX ZIP: 77041 BUSINESS PHONE: 7134667788 MAIL ADDRESS: STREET 1: 7301 FAIRVIEW STREET 2: P O BOX 40220 CITY: HOUSTON STATE: TX ZIP: 77041 FORMER COMPANY: FORMER CONFORMED NAME: NATIONAL COMPONENTS INCORPORATED DATE OF NAME CHANGE: 19600201 8-K/A 1 AMENDMENT NO. 2 TO FORM 8-K 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 --------------- FORM 8-K/A AMENDMENT NO. 2 CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 --------------- AUGUST 5, 1998 (Date of Report) NCI BUILDING SYSTEMS, INC. (Exact name of registrant as specified in its charter) DELAWARE 0-19885 76-0127701 (State or other (Commission (I.R.S. Employer jurisdiction of File Number) Identification No.) incorporation) 7301 FAIRVIEW HOUSTON, TEXAS 77041 (Address of principal executive offices) (713) 466-7788 (Registrant's telephone number, including area code) 2 The Pro Forma Condensed Combined Statement of Income for the Six Months Ended April 30, 1998 included in the Registrant's Form 8-K/A dated July 19, 1998 erroneously reflected seven months of operations of Amatek Holdings, Inc. ("Amatek") rather than the six months indicated and contained certain computational errors. In addition, the Pro Forma Condensed Combined Balance Sheet as of April 30, 1998 also has been revised to reflect the Amatek balance sheet as of the end of the corrected period. Accordingly, the Registrant hereby files this Form 8-K/A, Amendment No. 2, in order to file the corrected Pro Forma Financial Information relating to the Registrant's acquisition of Amatek. ITEM 7: FINANCIAL STATEMENTS AND EXHIBITS (b) Pro Forma Financial Information. The following unaudited Pro Forma Financial Information of NCI Building Systems, Inc. is attached hereto and made a part hereof: (i) Pro Forma Condensed Combined Balance Sheet (Unaudited) as of April 30, 1998 (ii) Pro Forma Condensed Combined Statement of Income (Unaudited) for the Twelve Months Ended October 31, 1997 (iii) Pro Forma Condensed Combined Statement of Income (Unaudited) for the Six Months Ended April 30, 1998 (iv) Notes to Unaudited Pro Forma Condensed Combined Financial Statements 3 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, thereunto duly authorized. NCI BUILDING SYSTEMS, INC. (Registrant) By: /s/ Robert J. Medlock -------------------------------------- Robert J. Medlock, Vice President and Chief Financial Officer Dated: August 5, 1998 2 4 NCI BUILDING SYSTEMS INC. UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET APRIL 30, 1998 (IN THOUSANDS)
Pro Forma NCI AHI AHI AHI Acquisition Pro Forma ASSETS Historical Historical Adjustments Adjusted Adjustments Combined ---------- ---------- ----------- -------- ----------- --------- Current Assets: Cash and cash equivalents 37,972 1,345 (1,345) B - (27,800) C 10,172 Accounts receivable, net 35,954 49,636 49,636 85,590 Inventory, net 40,725 48,536 48,536 89,261 Deferred income taxes 3,462 1,186 1,186 4,648 Prepaid expenses 1,233 3,419 3,419 4,652 --------------------------------------------------------------- --------- Total current assets 119,346 104,122 (1,345) 102,777 (27,800) 194,323 Property, plant and equipment 74,381 145,051 145,051 219,432 Accumulated depreciation (22,623) (41,088) (41,088) (63,711) --------------------------------------------------------------- --------- 51,758 103,963 - 103,963 - 155,721 Goodwill 20,361 13,612 13,612 391,000 C 424,973 Capitalized debt issue costs - - - 10,822 K 10,822 Investment in and advances to DOUBLECOTE - 19,415 19,415 19,415 Other assets 5,237 5,871 5,871 11,108 --------------------------------------------------------------- --------- Total assets 196,702 246,983 (1,345) 245,638 374,022 816,362 =============================================================== ========== LIABILITIES AND SHAREHOLDERS' EQUITY Current Liabilities: Current portion of long-term debt 47 - - 22,500 E 22,547 Accounts payable 14,993 9,288 9,288 24,281 Accrued expenses 13,658 11,526 11,526 11,204 C 36,388 Accrued income taxes (662) 4,854 4,854 4,192 --------------------------------------------------------------- --------- Total current liabilities 28,036 25,668 - 25,668 33,704 87,408 Long-term debt, non-current portion 1,653 - - 517,500 E 519,153 Deferred income taxes 2,596 10,588 10,588 13,184 Shareholders' equity: Common stock 83 182,172 182,172 (182,165) F 90 Additional paid-in capital 55,262 4,380 4,380 27,813 F 87,455 Retained earnings 109,072 24,175 (1,345) B 22,830 (22,830) F 109,072 --------------------------------------------------------------- --------- Total shareholders' equity 164,417 210,727 (1,345) 209,382 (177,182) 196,617 --------------------------------------------------------------- --------- Total liabilities and shareholders' equity 196,702 246,983 (1,345) 245,638 374,022 816,362 =============================================================== ==========
5 NCI BUILDING SYSTEMS INC. UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF INCOME (IN THOUSANDS, EXCEPT FOR SHARE DATA)
TWELVE MONTHS ENDED OCTOBER 31, 1997 ------------------------------------------------------------- HISTORICAL Pro Forma ------------------------- Acquisition ProForma NCI AHI Adjustments Combined --------- --------- ----------- --------- Revenue $ 407,751 $ 407,967 $ - $ 815,718 Cost of sales 299,407 312,329 - 611,736 D --------- --------- --------- --------- Gross profit 108,344 95,638 - 203,982 Operating expenses 66,055 36,637 9,775 G 108,721 D (3,746) G --------- --------- --------- --------- Income from operations 42,289 59,001 (6,029) 95,261 Equity income in DOUBLECOTE - 83 - 83 Nonrecurring gain - 3,284 - 3,284 Interest expense (163) - (42,050) H (44,377) (2,164) H Other income 1,999 2,019 (1,390) I 2,628 --------- --------- --------- --------- Income before taxes 44,125 64,387 (51,633) 56,879 Tax provision 16,238 24,647 (15,488) J 25,397 --------- --------- --------- --------- Net income $ 27,887 $ 39,740 $ (36,145) $ 31,482 ========= ========= ========= ========= - Weighted average shares - basic 16,127 - 1,400 17,527 Weighted average shares - diluted 17,085 - 1,400 18,485 ========= ========= Net income per share - basic 1.73 - - 1.80 Net income per share - diluted $ 1.64 - - $ 1.71 ========= =========
6 NCI BUILDING SYSTEMS INC. UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF INCOME (IN THOUSANDS, EXCEPT FOR SHARE DATA)
SIX MONTHS ENDED APRIL 30, 1998 ------------------------------------------------------------- HISTORICAL Pro Forma ------------------------- Acquisition ProForma NCI AHI Adjustments Combined --------- --------- ----------- --------- Revenue $ 192,672 $ 198,432 $ - $ 391,104 Cost of sales 140,621 152,286 - 292,907 D --------- --------- ---------- --------- Gross profit 52,051 46,146 - 98,197 Operating expenses 34,030 19,458 4,888 G 56,523 D (1,853) G --------- --------- ---------- --------- Income from operations 18,021 26,688 (3,035) 41,674 Equity income in DOUBLECOTE - 14 - 14 Nonrecurring gain - 3,284 - 3,284 Interest expense (84) - (21,025) H (22,191) (1,082) H Other income 1,492 761 (695) I 1,558 --------- --------- ---------- --------- Income before taxes 19,429 30,747 (25,837) 24,339 Tax provision 6,981 11,191 (7,751) J 10,421 --------- --------- ---------- --------- Net income $ 12,448 $ 19,556 $ (18,086) $ 13,918 ========= ========= ========== ========= - Weighted average shares - basic 16,390 - 1,400 17,790 Weighted average shares - diluted 17,386 - 1,400 18,786 ========= ========= Net income per share - basic .76 - - .78 Net income per share - diluted $ .72 - - $ .74 ========= =========
7 NCI BUILDING SYSTEMS, INC. NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS (A) BASIS OF PRESENTATION - The Unaudited Pro Forma Condensed Combined financial statements are presented to give pro forma effect to the acquisition of Amatek Holdings, Inc. and Subsidiaries (AHI). The purchase method of accounting has been used in preparing the Unaudited Pro Forma Condensed Combined Financial Statements of NCI Building Systems, Inc. (the Company) with respect to the acquisition of AHI. The Unaudited Pro Forma Condensed Combined Statements of Income for the 6 months ended April 30, 1998 and fiscal year ended October 31, 1997 combines the results of operations for the Company's 6 months ended April 30, 1998 and fiscal year ended October 31, 1997 with AHI's results for the 6 months ended March 31,1998 and fiscal year ended December 31, 1997, respectively. The Unaudited Pro Forma Condensed Combined Balance Sheet as of April 30, 1998 combines the balance sheet of the Company as of April 30, 1998 with AHI's balance sheet as of March 31, 1998. The Unaudited Pro Forma Condensed Combined Statements of Income give effect to the AHI acquisition as if it had occurred on November 1, 1996. The Unaudited Pro Forma Condensed Combined Balance Sheet gives effect to the AHI acquisition as if it had occurred on April 30, 1998. Purchase accounting values have been assigned on a preliminary basis and will be adjusted upon the completion of a valuation study. Management does not expect such adjustments to be material. Due to the different fiscal year ends of the Company and AHI as discussed above, AHI's results of operations for the three months ended December 31, 1997 are included in both the Unaudited Pro Forma Condensed Combined Statements of Income for the six months ended April 30, 1998 and fiscal year ended October 31, 1997, and AHI's results of operations for the month ended April 30, 1998 are excluded from the Unaudited Pro Forma Condensed Combined Statement of Income for the six months ended April 30, 1998. AHI's revenues and net income for the three months ended December 31, 1997 were $111.5 million and $13.6 million, respectively, which includes a nonrecurring pre-tax gain of $3.3 million from insurance recoveries related to a plant fire. AHI's revenues and net loss for the month ended April 30, 1998 were $34.4 million and $6.3 million, which includes a nonrecurring pre-tax charge related to the acquisition of $8.6 million for payments to certain AHI management required due to change in control of AHI. In June 1998, the Company's Board of Directors approved a two-for-one common stock split effective for shareholders of record on July 8, 1998. Share and per share amounts have been restated to reflect the stock split. (B) The unaudited condensed balance sheet for AHI as of March 31, 1998 has been adjusted to exclude cash not acquired as subject to the stock purchase agreement. (C) To reflect the purchase of AHI for consideration of $550.0 million in cash plus 1,400,000 shares of Company common stock valued at $32.2 million issued to AHI employees to replace the management incentive plan in place at AHI. In addition, there are estimated to be $17.8 million in transaction costs. Goodwill has been preliminarily calculated as follows: Purchase Price Cash $550,000 Equity issued 32,200 Estimated transaction costs 17,800 Less: Net assets acquired 209,000 -------- Goodwill $391,000 (D) Anticipated synergies and cost savings resulting from internal rather than third party coating of NCI products, plant consolidations, sales and marketing consolidation, purchasing efficiencies and administrative cost savings and efficiencies of approximately $15 million annually has not been reflected in the above unaudited pro forma condensed combined financial statements. (E) For purposes of the unaudited pro forma condensed combined balance sheet, the proceeds for the AHI acquisition were assumed to have been provided with $27.8 million of available cash and additional borrowings as follows: AHI net assets acquired, plus excess of purchase price over net assets $600,000 Less: Excess cash used to fund acquisition 27,800 Equity issued 32,200 -------- $540,000 Current portion $ 22,500 Long-term portion $517,500 8 NCI BUILDING SYSTEMS, INC. NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS (F) To record the elimination of the AHI stock acquired, offset by the impact on shareholders' equity of the additional 1,400,000 shares of Company common stock issued to certain officers and employees of AHI in exchange for their interests in AHI's management incentive plan. (G) To record additional amortization expense associated with the goodwill generated from the AHI acquisition (assigned useful life of 40 years), offset by elimination of a management incentive charge incurred by AHI on a historical basis. (H) To record additional interest expense and amortization of debt issuance costs related to debt incurred in connection with the acquisition of AHI. (I) To eliminate daily cash investment interest income for the portion of the Company's excess cash utilized for the acquisition. (J) To record the tax effect on the pro forma adjustments. (K) To record cost related to the issuance of debt, as discussed in Note (E). -----END PRIVACY-ENHANCED MESSAGE-----