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: March 5, 2013
________________
NCI BUILDING SYSTEMS, INC.
(Exact name of registrant as specified in its charter)
________________
Delaware | 1-14315 | 76-0127701 |
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification Number) |
10943 North Sam Houston Parkway West Houston, Texas |
77064 |
(Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (281) 897-7788
________________
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 communication 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 March 5, 2013, NCI Building Systems, Inc. (“NCI”) issued a press release announcing NCI’s financial results for the quarter ended January 27, 2013. A copy of the press release is attached as Exhibit 99.1.
NCI’s press release includes Adjusted EBITDA, Adjusted Operating Income (Loss), Adjusted Net Income (Loss) Applicable to Common Shares and Adjusted Income (Loss) Per Diluted Common Share which are non-GAAP financial measures. Adjusted EBITDA, Adjusted Operating Income (Loss), Adjusted Net Income (Loss) Applicable to Common Shares and Adjusted Income (Loss) Per Diluted Common Share exclude acquisition-related costs, executive retirement charges, convertible preferred stock beneficial conversion feature and amendment charges, stock-based compensation costs, restructuring charges (recovery), gain on embedded derivative, asset impairments (recoveries) and transaction costs. Adjusted EBITDA is calculated based on the terms contained in NCI’s term loan credit agreement. Adjusted EBITDA, Adjusted Operating Income (Loss), Adjusted Net Income (Loss) Applicable to Common Shares and Adjusted Income (Loss) Per Diluted Common Share are measures used by management and, therefore, provided to investors to provide comparability between periods of underlying operational results. Adjusted EBITDA, Adjusted Operating Income (Loss), Adjusted Net Income (Loss) Applicable to Common Shares and Adjusted Income (Loss) Per Diluted Common Share should not be considered in isolation or as substitutes for operating income (loss), net income (loss) or net income (loss) applicable to common shares determined in accordance with generally accepted accounting principles in the United States. The non-GAAP financial measures are included in the press release furnished hereto as Exhibit 99.1.
The information in this Item 2.02 and in Exhibit 99.1 attached to this Form 8-K shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise subject to the liabilities of that Section, nor shall they be deemed incorporated by reference in any registration statement or other filing under the Securities Act of 1933, as amended or the Exchange Act, except if NCI expressly states that such information is to be considered “filed” under the Exchange Act or incorporates it by specific reference in such filing.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit Number |
Description | |
99.1 | Press Release dated March 5, 2013. |
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. | |||
By: | /s/ Mark E. Johnson | ||
Name: | Mark E. Johnson | ||
Title: | Executive Vice President, Chief Financial Officer and Treasurer | ||
Dated: March 5, 2013
EXHIBIT INDEX
Exhibit No. | Description | |
99.1 | Press Release dated March 5, 2013. |
NCI Building Systems Reports First Quarter Fiscal 2013 Results
-- Revenues Increased 22.2% to $298 Million --
-- Adjusted EBITDA was $13.4 Million --
-- Backlog Increased 17% to $260 Million --
-- More Favorable Mix to Drive Improved Sequential Adjusted EBITDA Performance in the Second Quarter --
-- Second Half 2013 Profitability to Benefit from Investments in Gross Margin Expansion --
HOUSTON, March 5, 2013/PRNewswire/ -- NCI Building Systems, Inc. (NYSE: NCS) today reported financial results for the first quarter ended January 27, 2013.
First Quarter 2013 Financial Results
“First quarter results were mixed as the impact of previously-disclosed items together with investments made in manufacturing capabilities resulted in a net loss for our seasonally weak first quarter. Revenue growth in the period was driven by mid-single-digit improvements in the organic performance of our Components and Buildings groups and the benefits of our June 2012 Metl-Span acquisition. Customer demand from end markets including retail, commercial, warehouses and industrial improved year-over-year. Gross profit increased 13.5% year-on-year, however gross profit margin declined 156 bps, primarily as a result of three factors: the mix of projects shipped by our Buildings group, which included a large proportion of lower-margin structural products; the additional costs associated with the ramp-up of the new Middletown, Ohio plant; and our decision to retain and train skilled manufacturing workers in order to capture additional efficiencies in the seasonally stronger second half of the fiscal year. While the latter reduced first quarter profitability and will impact the second quarter, although to a lesser extent, we believe it will strengthen the Buildings group’s positioning as a leader in quality, efficiency and shorter lead times,” commented Norman C. Chambers, Chairman, President and Chief Executive Officer.
“Our Buildings group’s backlog at the end of the quarter reached $260 million, up 17% year-over-year. Overall booking trends were similar to the levels achieved in last year’s first quarter, which had increased 16% over the comparable fiscal 2011 period. In addition, we have seen improved pricing coincident with first quarter booking trends,” Mr. Chambers said.
For the first quarter, sales were $297.6 million, up 22.2% from the $243.6 million reported in last year's first quarter. Gross profit increased 13.5% to $60.9 million from $53.6 million, but gross profit margin declined to 20.5% from 22.0% in the year-ago first quarter.
Engineering, selling, general and administrative expenses were $60.5 million up from $48.9 million, primarily as a result of our Metl-Span acquisition. As a percentage of revenues, however, ESG&A remained relatively constant at 20.3% in this year’s first quarter compared to 20.1% last year. The Company reported an adjusted operating profit of $0.4 million compared to an adjusted operating profit of $4.7 million in the similar 2012 period. Adjusted EBITDA, defined as earnings before interest, taxes, depreciation and amortization, and cash and other non-cash items, in accordance with the Company's bank credit agreement, was $13.4 million compared to $12.8 million in last year's first quarter.
For the first quarter of 2013, the Company reported a net loss of $3.6 million. In last year's first quarter, the Company reported net income of $0.6 million, but incurred a net loss applicable to common shares of $10.0 million, which included the accrual of preferred stock dividends and accretion of $6.6 million and a non-cash beneficial conversion feature charge of $4.0 million.
The net loss per diluted common share was $0.19 for the 2013 first quarter. This compares to an adjusted net loss per diluted common share of $0.31 and a reported net loss per diluted common share of $0.54 in last year's first quarter. The weighted average number of common shares used in the calculation of first quarter 2013 per share amounts was 19.2 million compared to 18.7 million last year.
Inventory levels increased 11.5% over the same period of the prior year to $113.8 million, mostly due to the acquisition of Metl-Span. Annualized inventory turnover was 8.5 turns for the first quarter compared to 7.9 turns in last year’s first quarter and 10.1 turns in the fourth quarter of fiscal 2012.
Capital expenditures were $6.1 million which included the refurbishment of our Middletown Ohio coating facility which became operational during the quarter. Net cash used in operating activities was $13.2 million, consistent with our normal seasonal working capital and cash flow cycle.
First Quarter Segment Performance
The Company reported operating income of $0.4 million, compared to operating income of $4.3 million in last year’s first quarter.
The strongest performer in the first quarter was the Components group, which produced a 56.4% increase in third-party revenues driven by the acquisition of Metl-Span and modest organic growth. Operating income increased 9.6% year-over-year as higher margin insulated metal panel products offset some of the impact of pricing pressure in the core commercial and industrial components business and higher operating expense to support growth in the second half of 2013.
The Coatings group reported a 4.5% year-on-year increase in operating income on flat sales, as higher internal revenue enabled manufacturing efficiencies and offset part of the impact of weather-related shipment delays. In January 2013, the new coatings plant in Middletown, OH, was officially opened and is expected to benefit all three of NCI’s business segments and provide the Company with both additional capacity and broader geographic reach. The new plant is expected to increase the Coatings group’s revenues progressively in fiscal 2013 and be incremental to profits in the fourth quarter of this fiscal year.
The Buildings group's third-party revenues increased 4.2% year-over-year, but operating profit declined to $4.0 million from $7.6 million in last year’s first quarter due to the combination of less favorable project mix and higher labor costs incurred in anticipation of higher volumes in the seasonally stronger second half of the year.
Market Commentary
In the first quarter of our fiscal 2013, low-rise nonresidential construction activity measured in square feet increased 4.4% from the comparable period in fiscal 2012, as reported by McGraw-Hill.
The American Institute of Architect's Architectural Billing Index published for January 2013 was 54.2 and the commercial and industrial component of the Index remained above 50 for the fourth consecutive month.
McGraw-Hill is currently forecasting that nonresidential construction activity measured in square feet will be 8% higher in calendar 2013 compared to calendar 2012. McGraw-Hill projects calendar 2013 square footage at 800 million, up from 743 million in 2012, with most of the increase taking place in the second half of the calendar year.
Summary and Outlook
“Each of our business units produced operating profits in the first quarter despite weather-related plant closures and shipment delays, product mix issues, and higher personnel-related manufacturing costs," Mr. Chambers said. "Based on our current visibility, we expect second quarter adjusted EBITDA to be ahead of first quarter results on a sequential basis, driven by a more favorable project mix in our Buildings group, and to be in line with last year's reported levels. We expect our first half 2013 results to show positive year-on-year comparisons across key financial metrics, including revenues and adjusted EBITDA.”
“Our outlook for full year 2013 remains unchanged. Although the impact of sequestration on market demand remains uncertain, we believe that second half performance will benefit from improving market conditions and our strong operating leverage, which has been further enhanced by first quarter investments to expand gross margin. Thus, we expect to report second half results that are significantly ahead of the comparable period last year,” Mr. Chambers concluded.
Conference Call Information
The NCI Building Systems, Inc. first quarter conference call is scheduled for Tuesday, March 5, 2013, at 5:00 PM ET. Please call 1-412-858-4600 or 1-800-860-2442 to participate in the call. To listen to a live broadcast of the call over the Internet or to review the archived call, please visit the Company's website at www.ncigroup.com. To access the taped replay, please dial 1-412-317-0088 or 1-877-344-7529 and the passcode 10025274# when prompted. The Webcast archive and taped replay will both be available two hours after the call through March 12, 2013.
NCI Building Systems, Inc. is one of North America's largest integrated manufacturers of metal products for the nonresidential building industry. NCI is comprised of a family of companies operating manufacturing facilities across the United States and Mexico, with additional sales and distribution offices throughout the United States and Canada.
Forward-Looking Statements
This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Words such as "believe," "guidance," "potential," "expect," "should," "will," "forecast" and similar expressions are forward-looking statements within the meaning of the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995. These forward-looking statements reflect our current expectations, assumptions and/or beliefs concerning future events. As a result, these forward-looking statements rely on a number of assumptions, forecasts, and estimates and, as a result, these forward-looking statements are subject to a number of risks and uncertainties that may cause the Company's actual performance to differ materially from that projected in such statements. Among the factors that could cause actual results to differ materially include, but are not limited to industry cyclicality and seasonality and adverse weather conditions; ability to service the Company's debt; ability to integrate Metl-Span with the Company's business or to realize the anticipated benefits of such acquisition; fluctuations in customer demand and other patterns; raw material pricing and supply; competitive activity and pricing pressure; general economic conditions affecting the construction industry; financial crises or fluctuations in the U.S. and abroad; changes in laws or regulations; and the volatility of the Company's stock price. The Company's SEC filings, including our most recent reports on Form 10-K, particularly under Item 1A "Risk Factors" in the Company's Annual Report on Form 10-K for the fiscal year ended October 28, 2012, identify other important factors, though not necessarily all such factors, that could cause future outcomes to differ materially from those set forth in the forward-looking statements. NCI expressly disclaims any obligation to release publicly any updates or revisions to these forward-looking statements to reflect any changes in its expectations.
NCI BUILDING SYSTEMS, INC. |
CONSOLIDATED STATEMENTS OF OPERATIONS |
(Unaudited) |
(In thousands, except per share data) |
For the Three Months Ended | ||||||||
January 27, | January 29, | |||||||
2013 | 2012 | |||||||
Sales | $ | 297,584 | $ | 243,603 | ||||
Cost of sales | 236,715 | 189,981 | ||||||
Gross profit | 60,869 | 53,622 | ||||||
20.5% | 22.0% | |||||||
Engineering, selling, general and administrative expenses | 60,471 | 48,941 | ||||||
Acquisition-related costs | - | 396 | ||||||
Income from operations | 398 | 4,285 | ||||||
Interest income | 30 | 28 | ||||||
Interest expense | (6,274 | ) | (3,324 | ) | ||||
Other income, net | 394 | 26 | ||||||
Income (loss) before income taxes | (5,452 | ) | 1,015 | |||||
Provision (benefit) from income taxes | (1,825 | ) | 426 | |||||
33.5% | 42.0% | |||||||
Net income (loss) | (3,627 | ) | 589 | |||||
Convertible preferred stock dividends and accretion | - | 6,608 | ||||||
Convertible preferred stock beneficial conversion feature | - | 4,020 | ||||||
Net loss applicable to common shares | $ | (3,627 | ) | $ | (10,039 | ) | ||
Loss per common share: | ||||||||
Basic | $ | (0.19 | ) | $ | (0.54 | ) | ||
Diluted | $ | (0.19 | ) | $ | (0.54 | ) | ||
Weighted average number of common shares outstanding: | ||||||||
Basic | 19,237 | 18,693 | ||||||
Diluted | 19,237 | 18,693 | ||||||
Increase in sales | 22.2% | |||||||
Gross profit percentage | 20.5% | 22.0% | ||||||
Engineering, selling, general and administrative | ||||||||
expenses percentage | 20.3% | 20.1% |
NCI BUILDING SYSTEMS, INC. |
CONSOLIDATED BALANCE SHEETS |
(In thousands) |
January 27, | October 28, | |||||||
2013 | 2012 | |||||||
(Unaudited) | ||||||||
ASSETS | ||||||||
Cash and cash equivalents | $ | 25,827 | $ | 55,158 | ||||
Restricted cash | 1,376 | 1,375 | ||||||
Accounts receivable, net | 108,953 | 133,475 | ||||||
Inventories, net | 113,770 | 106,015 | ||||||
Deferred income taxes | 25,941 | 21,926 | ||||||
Income tax receivable | 964 | 549 | ||||||
Prepaid expenses and other | 17,189 | 16,864 | ||||||
Investments in debt and equity securities, at market | 4,118 | 4,076 | ||||||
Assets held for sale | 2,397 | 2,397 | ||||||
Total current assets | 300,535 | 341,835 | ||||||
Property, plant and equipment, net | 266,812 | 268,875 | ||||||
Goodwill | 76,856 | 76,746 | ||||||
Intangible assets, net | 52,015 | 53,028 | ||||||
Other assets, net | 10,505 | 11,000 | ||||||
Total assets | $ | 706,723 | $ | 751,484 | ||||
LIABILITIES AND STOCKHOLDERS' DEFICIT | ||||||||
Current portion of long-term debt | $ | 2,500 | $ | 2,500 | ||||
Note payable | - | 515 | ||||||
Accounts payable | 84,208 | 113,177 | ||||||
Accrued compensation and benefits | 37,571 | 43,066 | ||||||
Accrued interest | 3,535 | 345 | ||||||
Other accrued expenses | 55,620 | 60,455 | ||||||
Total current liabilities | 183,434 | 220,058 | ||||||
Long-term debt | 226,215 | 234,444 | ||||||
Deferred income taxes | 36,579 | 35,565 | ||||||
Other long-term liabilities | 12,013 | 11,995 | ||||||
Total long-term liabilities | 274,807 | 282,004 | ||||||
Series B cumulative convertible participating preferred stock | 619,950 | 619,950 | ||||||
Common stock | 925 | 925 | ||||||
Additional paid-in capital | 7,676 | 4,991 | ||||||
Accumulated deficit | (373,477 | ) | (369,850 | ) | ||||
Accumulated other comprehensive loss | (6,592 | ) | (6,568 | ) | ||||
Treasury stock, at cost | - | (26 | ) | |||||
Stockholders' deficit | (371,468 | ) | (370,528 | ) | ||||
Total liabilities and stockholders' deficit | $ | 706,723 | $ | 751,484 |
NCI BUILDING SYSTEMS, INC. |
CONSOLIDATED STATEMENTS OF CASH FLOWS |
(Unaudited) |
(In thousands) |
For the Three Months Ended | ||||||||
January 27, 2013 | January 29, 2012 | |||||||
Cash flows from operating activities: | ||||||||
Net income (loss) | $ | (3,627 | ) | $ | 589 | |||
Adjustments to reconcile net income (loss) to net cash used in | ||||||||
operating activities: | ||||||||
Depreciation and amortization | 10,206 | 7,371 | ||||||
Share-based compensation expense | 3,442 | 1,972 | ||||||
Loss on sale of property, plant and equipment | - | 2 | ||||||
Provision for doubtful accounts | 1,305 | (6 | ) | |||||
Provision (benefit) from deferred income taxes | (1,990 | ) | 292 | |||||
Changes in operating assets and liabilities, net of effect of acquisitions: | ||||||||
Accounts receivable | 23,217 | 15,204 | ||||||
Inventories | (7,755 | ) | (13,524 | ) | ||||
Income tax receivable | (415 | ) | 174 | |||||
Prepaid expenses and other | (615 | ) | 591 | |||||
Accounts payable | (28,969 | ) | (8,836 | ) | ||||
Accrued expenses | (7,181 | ) | (7,987 | ) | ||||
Other, net | (790 | ) | (47 | ) | ||||
Net cash used in operating activities | (13,172 | ) | (4,205 | ) | ||||
Cash flows from investing activities: | ||||||||
Capital expenditures | (6,071 | ) | (5,770 | ) | ||||
Proceeds from sale of property, plant and equipment | - | 25 | ||||||
Net cash used in investing activities | (6,071 | ) | (5,745 | ) | ||||
Cash flows from financing activities: | ||||||||
Proceeds from stock options exercised | 674 | - | ||||||
Excess tax benefits from share-based compensation arrangements | 941 | - | ||||||
Increase in restricted cash | (1 | ) | (1 | ) | ||||
Proceeds from Amended ABL Facility | 5,001 | - | ||||||
Payments on Amended ABL Facility | (5,000 | ) | - | |||||
Payments on term loan | (8,750 | ) | (500 | ) | ||||
Payments on note payable | (515 | ) | (292 | ) | ||||
Payment of financing costs | (68 | ) | (25 | ) | ||||
Purchase of treasury stock | (2,346 | ) | (1,503 | ) | ||||
Net cash used in financing activities | (10,064 | ) | (2,321 | ) | ||||
Effect of exchange rate changes on cash and cash equivalents | (24 | ) | (5 | ) | ||||
Net decrease in cash and cash equivalents | (29,331 | ) | (12,276 | ) | ||||
Cash and cash equivalents at beginning of period | 55,158 | 78,982 | ||||||
Cash and cash equivalents at end of period | $ | 25,827 | $ | 66,706 |
NCI Building Systems, Inc. |
Business Segments |
(Unaudited) |
(In thousands) |
Three Months Ended | Three Months Ended | $ | % | |||||||||||||||||||||
January 27, 2013 | January 29, 2012 | Inc/(Dec) | Change | |||||||||||||||||||||
% of | % of | |||||||||||||||||||||||
Total | Total | |||||||||||||||||||||||
Sales: | Sales | Sales | ||||||||||||||||||||||
Metal coil coating | $ | 49,271 | 14 | $ | 49,083 | 16 | $ | 188 | 0.4% | |||||||||||||||
Metal components | 153,904 | 44 | 105,752 | 36 | 48,152 | 45.5% | ||||||||||||||||||
Engineered building systems | 147,566 | 42 | 140,298 | 48 | 7,268 | 5.2% | ||||||||||||||||||
Total sales | 350,741 | 100 | 295,133 | 100 | 55,608 | 18.8% | ||||||||||||||||||
Less: Intersegment sales | 53,157 | 15 | 51,530 | 17 | 1,627 | 3.2% | ||||||||||||||||||
Total net sales | $ | 297,584 | 85 | $ | 243,603 | 83 | $ | 53,981 | 22.2% | |||||||||||||||
% of | % of | |||||||||||||||||||||||
Operating income (loss): | Sales | Sales | ||||||||||||||||||||||
Metal coil coating | $ | 5,542 | 11 | $ | 5,302 | 11 | $ | 240 | 4.5% | |||||||||||||||
Metal components | 6,072 | 4 | 5,541 | 5 | 531 | 9.6% | ||||||||||||||||||
Engineered building systems | 4,041 | 3 | 7,596 | 5 | (3,555 | ) | -46.8% | |||||||||||||||||
Corporate | (15,257 | ) | - | (14,154 | ) | - | (1,103 | ) | -7.8% | |||||||||||||||
Total operating income (loss) (% of sales) | $ | 398 | 0 | $ | 4,285 | 2 | $ | (3,887 | ) | -90.7% |
NCI BUILDING SYSTEMS, INC. |
BUSINESS SEGMENTS |
NON-GAAP FINANCIAL MEASURES AND RECONCILIATIONS |
RECONCILIATION OF OPERATING INCOME (LOSS) TO ADJUSTED OPERATING INCOME (LOSS) EXCLUDING SPECIAL CHARGES |
For the Three Months Ended January 27, 2013 and January 29, 2012 |
(Unaudited) |
(In thousands) |
For the Three Months Ended January 27, 2013 | ||||||||||||||||||||
Metal Coil Coating | Metal Components | Engineered Building Systems | Corporate | Consolidated | ||||||||||||||||
Operating income (loss), GAAP basis | $ | 5,542 | $ | 6,072 | $ | 4,041 | $ | (15,257 | ) | $ | 398 | |||||||||
Acquisition-related costs | - | - | - | - | - | |||||||||||||||
"Adjusted" operating income (loss) (1) | $ | 5,542 | $ | 6,072 | $ | 4,041 | $ | (15,257 | ) | $ | 398 |
For the Three Months Ended January 29, 2012 | ||||||||||||||||||||
Metal Coil Coating | Metal Components | Engineered Building Systems | Corporate | Consolidated | ||||||||||||||||
Operating income (loss), GAAP basis | $ | 5,302 | $ | 5,541 | $ | 7,596 | $ | (14,154 | ) | $ | 4,285 | |||||||||
Acquisition-related costs | - | - | - | 396 | 396 | |||||||||||||||
"Adjusted" operating income (loss) (1) | $ | 5,302 | $ | 5,541 | $ | 7,596 | $ | (13,758 | ) | $ | 4,681 |
(1) | The Company discloses a tabular comparison of "Adjusted" operating income (loss), which is a non-GAAP measure because it is instrumental in comparing the results from period to period. "Adjusted" operating income (loss) should not be considered in isolation or as a substitute for operating income (loss) as reported on the face of our statement of operations. |
NCI BUILDING SYSTEMS, INC. |
NON-GAAP FINANCIAL MEASURES AND RECONCILIATIONS |
COMPUTATION OF EARNINGS BEFORE INTEREST, TAXES, DEPRECIATION, |
AMORTIZATION AND OTHER NONCASH ITEMS ("ADJUSTED EBITDA") |
(Unaudited) |
(In thousands) |
2nd Qtr | 3rd Qtr | 4th Qtr | 1st Qtr | Trailing 12 Months | ||||||||||||||||
April 29, | July 29, | October 28, | January 27, | January 27, | ||||||||||||||||
2012 | 2012 | 2012 | 2013 | 2013 | ||||||||||||||||
Net income (loss) | $ | 1,321 | $ | (3,267 | ) | $ | 6,270 | $ | (3,627 | ) | $ | 697 | ||||||||
Add: | ||||||||||||||||||||
Depreciation and amortization | 5,841 | 7,248 | 10,355 | 9,122 | 32,566 | |||||||||||||||
Consolidated interest expense, net | 3,034 | 4,159 | 6,226 | 6,244 | 19,663 | |||||||||||||||
Provision (benefit) for taxes | 942 | (663 | ) | 3,379 | (1,825 | ) | 1,833 | |||||||||||||
Acquisition-related costs, net | 1,494 | 2,946 | 153 | - | 4,593 | |||||||||||||||
Transaction costs | - | 6,437 | - | - | 6,437 | |||||||||||||||
Executive retirement | 508 | - | - | - | 508 | |||||||||||||||
Non-cash charges: | ||||||||||||||||||||
Stock-based compensation | 2,119 | 2,090 | 3,116 | 3,442 | 10,767 | |||||||||||||||
Asset recovery | - | (22 | ) | 13 | - | (9 | ) | |||||||||||||
Embedded derivative | (6 | ) | (5 | ) | (5 | ) | (5 | ) | (21 | ) | ||||||||||
Adjusted EBITDA (1) | $ | 15,253 | $ | 18,923 | $ | 29,507 | $ | 13,351 | $ | 77,034 |
2nd Qtr | 3rd Qtr | 4th Qtr | 1st Qtr | Trailing 12 Months | ||||||||||||||||
May 1, | July 31, | October 30, | January 29, | January 29, | ||||||||||||||||
2011 | 2011 | 2011 | 2012 | 2012 | ||||||||||||||||
Net income (loss) | $ | (3,229 | ) | $ | 2,593 | $ | 3,411 | $ | 589 | $ | 3,364 | |||||||||
Add: | ||||||||||||||||||||
Depreciation and amortization | 7,187 | 7,187 | 6,753 | 6,158 | 27,285 | |||||||||||||||
Consolidated interest expense, net | 3,870 | 3,864 | 3,685 | 3,296 | 14,715 | |||||||||||||||
Benefit from income taxes | (1,786 | ) | - | 398 | 426 | (962 | ) | |||||||||||||
Acquisition-related costs, net | - | - | - | 396 | 396 | |||||||||||||||
Cash restructuring charges (recovery) | - | (575 | ) | 283 | - | (292 | ) | |||||||||||||
Non-cash charges: | ||||||||||||||||||||
Stock-based compensation | 1,671 | 1,776 | 1,776 | 1,972 | 7,195 | |||||||||||||||
Asset impairments (recoveries) | - | (93 | ) | 1,214 | - | 1,121 | ||||||||||||||
Embedded derivative | (6 | ) | (6 | ) | (6 | ) | (5 | ) | (23 | ) | ||||||||||
- | ||||||||||||||||||||
Adjusted EBITDA (1) | $ | 7,707 | $ | 14,746 | $ | 17,514 | $ | 12,832 | $ | 52,799 |
(1) | The Company's Credit Agreement defines adjusted EBITDA. Adjusted EBITDA excludes non-cash charges for goodwill and other asset impairments and stock compensation as well as certain non-recurring charges. As such, the historical information is presented in accordance with the definition above. Concurrent with the amendment and restatement of the Term Note facility, the Company entered into an Asset-Backed Lending facility which has substantially the same definition of adjusted EBITDA except that the ABL facility caps certain non-recurring charges. The Company is disclosing adjusted EBITDA, which is a non-GAAP measure, because it is used by management and provided to investors to provide comparability of underlying operational results. |
NCI BUILDING SYSTEMS, INC. |
NON-GAAP FINANCIAL MEASURES AND RECONCILIATIONS |
"ADJUSTED" LOSS PER DILUTED COMMON SHARE AND NET LOSS COMPARISON |
(Unaudited) |
Fiscal Three Months Ended | ||||||||
January 27, | January 29, | |||||||
2013 | 2012 | |||||||
Net loss per diluted common share, GAAP basis | $ | (0.19 | ) | $ | (0.54 | ) | ||
Convertible preferred stock beneficial conversion feature and amendment | - | 0.22 | ||||||
Acquisition-related costs, net of taxes | - | 0.01 | ||||||
"Adjusted" net loss per diluted common share (1) | $ | (0.19 | ) | $ | (0.31 | ) |
Fiscal Three Months Ended | ||||||||
January 27, | January 29, | |||||||
2013 | 2012 | |||||||
Net loss applicable to common shares, GAAP basis | $ | (3,627 | ) | $ | (10,039 | ) | ||
Convertible preferred stock beneficial conversion feature and amendment | - | 4,020 | ||||||
Acquisition-related costs, net of taxes | - | 244 | ||||||
"Adjusted" net loss applicable to common shares (1) | $ | (3,627 | ) | $ | (5,775 | ) |
(1) | The Company discloses a tabular comparison of "Adjusted" loss per diluted common share and net loss applicable to common shares, which are non-GAAP measures, because they are referred to in the text of our press releases and are instrumental in comparing the results from period to period. "Adjusted" loss per diluted common share and net loss applicable to common shares should not be considered in isolation or as a substitute for loss per diluted common share and net loss applicable to common shares as reported on the face of our statement of operations. |
NCI Building Systems, Inc. |
Reconciliation of Segment Sales to Third Party Segment Sales (Internal Information) |
(Unaudited) |
(In thousands) |
1st Qtr 2013 | 1st Qtr 2012 | Inc/(Dec) | Change | |||||||||||||||||||||||
Metal Coil Coating | ||||||||||||||||||||||||||
Total Sales | $ | 49,271 | 14% | $ | 49,083 | 16% | $ | 188 | 0% | |||||||||||||||||
Less: Intersegment sales | 30,050 | 28,845 | 1,205 | 4% | ||||||||||||||||||||||
Third Party Sales | 19,221 | 6% | 20,238 | 8% | (1,017 | ) | -5% | |||||||||||||||||||
Operating Income (Loss) | 5,542 | 29% | 5,302 | 26% | 240 | 5% | ||||||||||||||||||||
Metal Components | ||||||||||||||||||||||||||
Total Sales | 153,904 | 44% | 105,752 | 36% | 48,152 | 46% | ||||||||||||||||||||
Less: Intersegment sales | 17,376 | 18,456 | (1,080 | ) | -6% | |||||||||||||||||||||
Third Party Sales | 136,528 | 46% | 87,296 | 36% | 49,232 | 56% | ||||||||||||||||||||
Operating Income (Loss) | 6,072 | 4% | 5,541 | 6% | 531 | 10% | ||||||||||||||||||||
Engineered Building Systems | ||||||||||||||||||||||||||
Total Sales | 147,566 | 42% | 140,298 | 48% | 7,268 | 5% | ||||||||||||||||||||
Less: Intersegment sales | 5,731 | 4,229 | 1,502 | 36% | ||||||||||||||||||||||
Third Party Sales | 141,835 | 48% | 136,069 | 56% | 5,766 | 4% | ||||||||||||||||||||
Operating Income (Loss) | 4,041 | 3% | 7,596 | 6% | (3,555 | ) | -47% | |||||||||||||||||||
Consolidated | ||||||||||||||||||||||||||
Total Sales | 350,741 | 100% | 295,133 | 100% | 55,608 | 19% | ||||||||||||||||||||
Intersegment | 53,157 | 51,530 | 1,627 | 3% | ||||||||||||||||||||||
Third Party Sales | 297,584 | 100% | 243,603 | 100% | 53,981 | 22% | ||||||||||||||||||||
- | ||||||||||||||||||||||||||
Operating Income (Loss) | $ | 398 | 0% | $ | 4,285 | 2% | $ | (3,887 | ) | -91% |