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8-K - FORM 8-K - Cornerstone Building Brands, Inc. | h84537e8vk.htm |
[NCI Business Systems Logo]
NCI Building Systems Reports Third Quarter Fiscal 2011 Results
Revenues Up 6.9% Year-Over-Year; Operating Income Up 6.1 Times
Operating Profitability Achieved by All Three Groups: Coatings, Components and Buildings
Adjusted EBITDA was $14.7 Million; Net Income was $2.6 Million
Bookings Were Up 42% Year-on-Year; Buildings Group Backlog Increased to $225 Million
Operating Profitability Achieved by All Three Groups: Coatings, Components and Buildings
Adjusted EBITDA was $14.7 Million; Net Income was $2.6 Million
Bookings Were Up 42% Year-on-Year; Buildings Group Backlog Increased to $225 Million
HOUSTON, TX September 7, 2011 NCI Building Systems, Inc. (NYSE: NCS) today reported
financial results for the third quarter ended July 31, 2011.
Third Quarter 2011 Financial Results
Our third quarter performance demonstrated our ability to drive significant earnings
improvement from a relatively modest pick-up in demand from certain of our market sectors.
Operating income increased more than six-fold on 6.9% year-over-year revenue growth, reflecting
the strength of our integrated business model, which provides important efficiency advantages
and resilience to fluctuations in material costs, said Norman C. Chambers, Chairman, President
and Chief Executive Officer. This was the best quarterly performance that we have reported in
the last two years, and it was achieved in a market in which volumes declined 15% as measured in
square feet, according to McGraw-Hill data.
Mr. Chambers continued, Each of our business units achieved operating profitability in the third
quarter. As anticipated, the Buildings group posted the greatest year-over-year progress
benefitting from our continued emphasis on commercial discipline and our prior investments to
upgrade our drafting and engineering processes. Bookings grew 24% sequentially and 42%
year-over-year, and our backlog increased 7% sequentially to $225 million. For the first time in
nearly three years, our Buildings group began to see a return of the more complex, higher-value
projects that were previously an integral part of our business.
Similar to the prior period, we experienced an approximate 30% increase in the velocity of
converting our backlog to production in the third quarter, compared to the last several years.
This resulted from the increasing percentage of book for production business as well as our
shortened delivery times.
For the third quarter, sales were $262 million, up 6.9% from the $245 million reported in last
years third quarter and a 16.2% sequential increase over the $226 million reported in the prior
quarter. Gross profit margin was 21.7% compared to 20.5% in the year-ago third quarter and 22.5%
in the prior quarter.
Engineering, selling, general and administrative expenses were $50.9 million, or 19.4% of
revenues. This compares to $48.7 million, or 19.9% of revenues in last years third quarter, and
$52.7 million, or 23.3% of revenues in the prior quarter. The Company posted an adjusted
operating profit of $5.9 million compared to last years third quarter adjusted operating profit
of $1.6 million and an adjusted operating loss of $0.5 million in the second quarter of fiscal
2011. Adjusted EBITDA, defined as earnings before interest, taxes, depreciation and
amortization, and cash and other non-cash items, in accordance with the Companys bank credit
agreement was $14.7 million compared to $10.2 million in last years third quarter and $7.7
million for the 2011 second quarter.
For the third quarter, the Company reported net income of $2.6 million. The net loss applicable
to common shares was $13.1 million, which included the accrual of preferred stock dividends and
accretion of $9.2 million and a non-cash beneficial conversion feature charge of $6.5 million.
This compares to a net loss of $16.5 million in the 2010 third quarter, which included the
accrual of preferred stock dividends and accretion of $8.6 million and a non-cash beneficial
conversion feature
charge of $4.6 million. In the 2011 second quarter, the net loss applicable to common shares was
$9.2 million, which included the accrual of convertible preferred stock dividends and accretion
of $6.3 million and a non-cash beneficial conversion feature benefit of $0.2 million.
For this years third quarter, the adjusted loss per diluted share, excluding the non-cash
beneficial conversion charge, was $0.38; the reported net loss per diluted share was $0.71. This
compares to an adjusted net loss per diluted share of $0.64 and a reported net loss per diluted
share of $0.90 in last years third quarter, and an adjusted net loss per diluted share of $0.48
and a reported net loss per diluted share of $0.51 in the 2011 second quarter.
The weighted average number of common shares used in the calculation of third quarter 2011 per
share amounts was 18.5 million compared to 18.3 million last year.
Inventory levels increased 10.5% over last years third quarter to $116.3 million, reflecting a
lower volume of steel offset by higher prices. Annualized inventory turnover was 7.0 turns for
the third quarter compared to 7.2 turns for the third quarter last year.
Capital expenditures were $14.7 million for the 9 month period, inclusive of $6.7 million
associated with retooling two plants for the Insulated Metal Panel (IMP) product line. Net cash
from operating activities was positive $5.4 million.
Third Quarter Segment Performance
The Company reported an adjusted operating profit of $5.9 million, which is reconciled with the
reported GAAP operating income (loss) in the table below.
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
(Unaudited)
(In thousands)
BUSINESS SEGMENTS
NON-GAAP FINANCIAL MEASURES AND RECONCILIATIONS
RECONCILIATION OF OPERATING INCOME (LOSS) TO
ADJUSTED OPERATING INCOME (LOSS) EXCLUDING SPECIAL CHARGES
(Unaudited)
(In thousands)
For the Three Months Ended July 31, 2011 | ||||||||||||||||||||
Engineered |
||||||||||||||||||||
Metal Coil |
Metal |
Building |
||||||||||||||||||
Coating | Components | Systems | Corporate | Consolidated | ||||||||||||||||
Operating income (loss), GAAP basis
|
$ | 5,219 | $ | 6,545 | $ | 7,877 | $ | (13,072 | ) | $ | 6,569 | |||||||||
Asset recovery
|
| 93 | | (93 | ) | |||||||||||||||
Restructuring recovery
|
| | (575 | ) | | (575 | ) | |||||||||||||
Adjusted operating income (loss)(1)
|
$ | 5,219 | $ | 6,452 | $ | 7,302 | $ | (13,072 | ) | $ | 5,901 | |||||||||
(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 insolation or as a substitute for operating income (loss) as reported on the face of our statement of operations. |
Each of our three business segments continued to operate in a challenging business environment
characterized by weak demand and fluctuating steel costs. Our integrated business model helped
us navigate these difficult economic conditions and mitigate the impact of sequentially higher
steel costs, Mr. Chambers said.
The Components groups sales results benefitted from increased shipments of its insulated metal
panels and roofing products, and the segment posted a 4% increase in third party sales this
quarter,
although tonnage shipped declined compared to last years third quarter as a result of lower
nonresidential starts. Through commercial discipline and cost containment, this segment
maintained a reasonable operating margin despite lower operating leverage.
The Coatings group continued to successfully sell its products to end users outside of the
nonresidential construction industry and posted an 11% increase in third-party sales. Operating
income was essentially flat with the prior year as a result of margin pressures due to lower
steel sales prices.
The Buildings groups revenues increased 10% year-over-year, and operating profit was $7.9
million, representing a 353% improvement over the prior year. Performance resulted from the cost
reduction initiatives and efficiency measures taken by the Company as well as commercial
discipline in a rapidly changing steel price environment.
Market Commentary
Nonresidential construction activity measured in square feet declined significantly from the
comparable period in 2010. McGraw-Hill reported that new construction activity measured in
square feet was down 15% in the third quarter of the Companys fiscal 2011 compared to the same
period of 2010. For the first seven months of calendar 2011, however, NCIs traditionally strong
manufacturing market increased 21% compared to a 9% decline for the overall nonresidential
market, as reported in McGraw-Hills July data.
After nine consecutive months of growth above 50, the American Institute of Architects
Architectural Billing Index for the commercial and industrial sector has been below 50 for four
months through July 2011. The momentum from the nine months of growth, coupled with the increase
in demand for the manufacturing and warehousing buildings which often have less architectural
involvement than other building types, should positively impact future recovery.
Recent Development
As previously reported, the Companys ability to pay cash dividends on its Series B Cumulative
Convertible Participating Preferred Stock is limited by the terms of the Companys credit
facility. If not paid in cash at an 8% rate, the Company has the option to pay the dividend
in-kind (or PIK) at 12%. With respect to the upcoming dividend payment on September 15, 2011,
the Company has successfully negotiated an agreement with the holders of the preferred stock to
pay the dividend in-kind at the lower rate of 8%. The determination of cash payment versus PIK
of the preferred dividends will be made each quarter, and there is no assurance that the holders
of preferred stock will agree to this lower rate of 8% in future periods.
Outlook
We are encouraged by our third quarter performance, which was achieved within a business
environment that remains very challenging, and by the activity that we are seeing in our
Buildings group, especially in the more complex design/build projects where we excel, Mr.
Chambers said. We expect our fourth quarter operating profitability to exceed that of the
third, similar to the normal seasonal patterns that we have experienced in the past. As a
result, we reaffirm our expectation that we will produce significantly better results in the
second half of fiscal 2011 than in the comparable 2010 period, and we believe we are
well-positioned to demonstrate incremental improvement in our financial results driven by
improved commercial discipline and the potential for continued operating leverage, concluded
Mr. Chambers.
The NCI Building Systems, Inc. third quarter conference call is scheduled for September 7, 2011,
at 5:00 PM ET. Please call 1-800-860-2442 or 1-412-858-4600 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 Companys website at www.ncilp.com. To access the taped replay, please dial
1-877-344-7529 or 1-412-317-0088 and the
passcode 10003446# when prompted. The Webcast archive and taped replay will both be available
two hours after the call through September 14, 2011.
NCI Building Systems, Inc. is one of North Americas 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.
Cautionary Statement Regarding Forward-Looking Statements
This press release contains forward-looking statements within the meaning of applicable federal
securities law. These statements are made pursuant to the safe harbor provisions of the Private
Securities Litigation Reform Act of 1995 and generally include words such as believe,
guidance, potential, expect, should, will and similar expressions. These
forward-looking statements reflect our current expectations and/or beliefs concerning future
events. The Company has made every reasonable effort to ensure that the information, estimates,
forecasts and assumptions on which these statements are based are current, reasonable and
complete. However, these forward-looking statements are subject to a number of risks and
uncertainties that may cause the Companys 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 Companys debt; failure to comply with financial
covenants contained in the Companys debt instruments; fluctuations in customer demand and other
patterns; raw material pricing and supply; competitive activity and pricing pressure; general
business and economic conditions affecting markets we serve; current economic and financial
crises in the U.S. and abroad; pending legal proceedings, claims and governmental proceedings;
changes in laws or regulations; and the volatility of the Companys stock price. See also the
Risk Factors in the Companys Annual Report on Form 10-K for the fiscal year ended October 31,
2010, and in its subsequent Quarterly Reports on Form 10-Q which 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. The Company expressly
disclaims any obligation to release publicly any updates or revisions to these forward-looking
statements, whether as a result of new information, future events, or otherwise.
NCI BUILDING SYSTEMS, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
(In thousands, except per share data)
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
(In thousands, except per share data)
For the Three Months Ended | For the Nine Months Ended | |||||||||||||||
July 31, | August 1, | July 31, | August 1, | |||||||||||||
2011 | 2010 | 2011 | 2010 | |||||||||||||
Sales |
$ | 262,138 | $ | 245,292 | $ | 677,789 | $ | 629,072 | ||||||||
Cost of sales, excluding asset impairments (recovery) |
205,348 | 194,999 | 536,641 | 504,765 | ||||||||||||
Asset impairments (recovery) |
(93 | ) | (64 | ) | (93 | ) | 849 | |||||||||
Gross profit |
56,883 | 50,357 | 141,241 | 123,458 | ||||||||||||
21.7 | % | 20.5 | % | 20.8 | % | 19.6 | % | |||||||||
Engineering, selling, general and administrative expenses |
50,889 | 48,730 | 151,227 | 142,367 | ||||||||||||
Restructuring charges (recovery) |
(575 | ) | 551 | (575 | ) | 1,904 | ||||||||||
Income (loss) from operations |
6,569 | 1,076 | (9,411 | ) | (20,813 | ) | ||||||||||
Interest income |
26 | 32 | 103 | 69 | ||||||||||||
Interest expense |
(3,890 | ) | (4,424 | ) | (12,014 | ) | (13,638 | ) | ||||||||
Refinancing costs |
| | | (174 | ) | |||||||||||
Other income (expense), net |
(112 | ) | (204 | ) | 1,166 | 1,579 | ||||||||||
Income (loss) before income taxes |
2,593 | (3,520 | ) | (20,156 | ) | (32,977 | ) | |||||||||
Benefit from income taxes |
| (221 | ) | (6,795 | ) | (11,536 | ) | |||||||||
0.0 | % | 6.3 | % | 33.7 | % | 35.0 | % | |||||||||
Net income (loss) |
$ | 2,593 | $ | (3,299 | ) | $ | (13,361 | ) | $ | (21,441 | ) | |||||
Convertible preferred stock dividends and accretion |
9,176 | 8,637 | 21,666 | 25,178 | ||||||||||||
Convertible preferred stock beneficial conversion feature |
6,494 | 4,583 | 8,040 | 246,052 | ||||||||||||
Net loss applicable to common shares |
$ | (13,077 | ) | $ | (16,519 | ) | $ | (43,067 | ) | $ | (292,671 | ) | ||||
Loss per common share: |
||||||||||||||||
Basic |
$ | (0.71 | ) | $ | (0.90 | ) | $ | (2.35 | ) | $ | (16.10 | ) | ||||
Diluted |
$ | (0.71 | ) | $ | (0.90 | ) | $ | (2.35 | ) | $ | (16.10 | ) | ||||
Weighted average number of common shares outstanding: |
||||||||||||||||
Basic |
18,467 | 18,274 | 18,292 | 18,184 | ||||||||||||
Diluted |
18,467 | 18,274 | 18,292 | 18,184 | ||||||||||||
Increase in sales |
6.9 | % | 7.7 | % | ||||||||||||
Gross profit percentage |
21.7 | % | 20.5 | % | 20.8 | % | 19.6 | % | ||||||||
Engineering, selling, general and administrative |
||||||||||||||||
expenses percentage |
19.4 | % | 19.9 | % | 22.3 | % | 22.6 | % |
NCI BUILDING SYSTEMS, INC.
CONSOLIDATED BALANCE SHEETS
(In thousands)
CONSOLIDATED BALANCE SHEETS
(In thousands)
July 31, | October 31, | |||||||
2011 | 2010 | |||||||
(Unaudited) | ||||||||
ASSETS |
||||||||
Cash and cash equivalents |
$ | 49,675 | $ | 77,419 | ||||
Restricted cash |
2,843 | 2,839 | ||||||
Accounts receivable, net |
91,884 | 81,896 | ||||||
Inventories, net |
116,324 | 81,386 | ||||||
Deferred income taxes |
20,908 | 15,101 | ||||||
Income tax receivable |
1,445 | 15,919 | ||||||
Prepaid expenses and other |
15,555 | 13,923 | ||||||
Investments in debt and equity securities, at market |
4,070 | 3,738 | ||||||
Assets held for sale |
5,804 | 6,114 | ||||||
Total current assets |
308,508 | 298,335 | ||||||
Property plant and equipment, net |
208,783 | 214,453 | ||||||
Goodwill |
5,200 | 5,200 | ||||||
Intangible assets, net |
24,768 | 26,312 | ||||||
Other assets |
12,686 | 16,224 | ||||||
Total assets |
$ | 559,945 | $ | 560,524 | ||||
LIABILITIES AND STOCKHOLDERS DEFICIT |
||||||||
Note payable |
$ | 730 | $ | 289 | ||||
Accounts payable |
91,839 | 70,589 | ||||||
Accrued compensation and benefits |
32,514 | 31,731 | ||||||
Accrued interest |
1,416 | 1,546 | ||||||
Other accrued expenses |
49,961 | 46,723 | ||||||
Total current liabilities |
176,460 | 150,878 | ||||||
Long-term debt |
131,056 | 136,305 | ||||||
Deferred income taxes |
10,275 | 10,947 | ||||||
Other long-term liabilities |
4,801 | 4,820 | ||||||
Total long-term liabilities |
146,132 | 152,072 | ||||||
Series B cumulative convertible participating preferred stock |
267,497 | 256,870 | ||||||
Redeemable common stock |
1,063 | 3,418 | ||||||
Common stock |
924 | 921 | ||||||
Additional paid-in capital |
240,141 | 255,248 | ||||||
Accumulated deficit |
(270,307 | ) | (256,946 | ) | ||||
Accumulated other comprehensive loss |
(1,965 | ) | (1,937 | ) | ||||
Total stockholders deficit |
(31,207 | ) | (2,714 | ) | ||||
Total liabilities and stockholders deficit |
$ | 559,945 | $ | 560,524 | ||||
NCI BUILDING SYSTEMS, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(In thousands)
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(In thousands)
For the Nine Months Ended | ||||||||
July 31, 2011 | August 1, 2010 | |||||||
Cash flows from operating activities: |
||||||||
Net loss |
$ | (13,361 | ) | $ | (21,441 | ) | ||
Adjustments
to reconcile net loss to net cash provided by (used in) operating activities: |
||||||||
Depreciation and amortization |
25,249 | 26,017 | ||||||
Share-based compensation expense |
5,132 | 3,578 | ||||||
Gain on embedded derivative |
(19 | ) | (930 | ) | ||||
Loss on sale of property, plant and equipment |
41 | 166 | ||||||
Refinancing costs |
| 174 | ||||||
Provision for doubtful accounts |
1,452 | 131 | ||||||
Asset impairments, net |
(93 | ) | 849 | |||||
Benefit from deferred income taxes |
(6,227 | ) | (580 | ) | ||||
Changes in working capital: |
||||||||
Accounts receivable |
(11,440 | ) | 924 | |||||
Inventories |
(34,938 | ) | (33,774 | ) | ||||
Income tax receivable |
14,209 | 15,016 | ||||||
Prepaid expenses and other |
(57 | ) | 1,424 | |||||
Accounts payable |
21,250 | 649 | ||||||
Accrued expenses |
3,966 | (13,868 | ) | |||||
Other, net |
283 | 920 | ||||||
Net cash provided by (used in) operating activities |
5,447 | (20,745 | ) | |||||
Cash flows from investing activities: |
||||||||
Capital expenditures |
(14,735 | ) | (11,258 | ) | ||||
Proceeds from sale of property, plant and equipment |
582 | 760 | ||||||
Net cash used in investing activities |
(14,153 | ) | (10,498 | ) | ||||
Cash flows from financing activities: |
||||||||
Payment of convertible notes |
| (59 | ) | |||||
Proceeds from ABL Facility |
43 | 241 | ||||||
Payments on ABL Facility |
(43 | ) | (246 | ) | ||||
Decrease (increase) of restricted cash |
(4 | ) | 10,141 | |||||
Payment of cash dividends on Convertible Preferred Stock |
(11,039 | ) | | |||||
Payments on term loan |
(5,250 | ) | (13,695 | ) | ||||
Payments on note payable |
(1,105 | ) | (1,289 | ) | ||||
Payments on other long-term debt |
| (190 | ) | |||||
Payment of financing costs |
(100 | ) | (50 | ) | ||||
Purchase of treasury stock |
(1,477 | ) | (381 | ) | ||||
Net cash used in financing activities |
(18,975 | ) | (5,528 | ) | ||||
Effect of exchange rate changes on cash and cash equivalents |
(63 | ) | (5 | ) | ||||
Net decrease in cash and cash equivalents |
(27,744 | ) | (36,776 | ) | ||||
Cash and cash equivalents at beginning of period |
77,419 | 90,419 | ||||||
Cash and cash equivalents at end of period |
$ | 49,675 | $ | 53,643 | ||||
NCI BUILDING SYSTEMS, INC.
BUSINESS SEGMENTS
(Unaudited)
(In thousands)
BUSINESS SEGMENTS
(Unaudited)
(In thousands)
Three Months Ended | Three Months Ended | $ | % | |||||||||||||||||||||
July 31, 2011 | August 1, 2010 | Inc/(Dec) | Change | |||||||||||||||||||||
% of | % of | |||||||||||||||||||||||
Total | Total | |||||||||||||||||||||||
Sales | Sales | |||||||||||||||||||||||
Sales: |
||||||||||||||||||||||||
Metal coil coating |
$ | 54,472 | 16 | $ | 51,200 | 17 | $ | 3,272 | 6.4 | % | ||||||||||||||
Metal components |
116,050 | 36 | 115,507 | 37 | 543 | 0.5 | % | |||||||||||||||||
Engineered building systems |
155,046 | 48 | 141,446 | 46 | 13,600 | 9.6 | % | |||||||||||||||||
Total sales |
325,568 | 100 | 308,153 | 100 | 17,415 | 5.7 | % | |||||||||||||||||
Less: Intersegment sales |
63,430 | 19 | 62,861 | 20 | 569 | 0.9 | % | |||||||||||||||||
Total net sales |
$ | 262,138 | 81 | $ | 245,292 | 80 | $ | 16,846 | 6.9 | % | ||||||||||||||
% of Total |
% of Total |
|||||||||||||||||||||||
Sales | Sales | |||||||||||||||||||||||
Operating income (loss): |
||||||||||||||||||||||||
Metal coil coating |
$ | 5,219 | 10 | $ | 5,201 | 10 | $ | 18 | 0.3 | % | ||||||||||||||
Metal components |
6,545 | 6 | 10,567 | 9 | (4,022 | ) | -38.1 | % | ||||||||||||||||
Engineered building systems |
7,877 | 5 | (3,112 | ) | (2 | ) | 10,989 | 353.1 | % | |||||||||||||||
Corporate |
(13,072 | ) | | (11,580 | ) | | (1,492 | ) | -12.9 | % | ||||||||||||||
Total operating income (loss) (% of net sales) |
$ | 6,569 | 3 | $ | 1,076 | 0 | $ | 5,493 | 510.5 | % | ||||||||||||||
Nine Months Ended | Nine Months Ended | $ | % | |||||||||||||||||||||
July 31, 2011 | August 1, 2010 | Inc/(Dec) | Change | |||||||||||||||||||||
% of | % of | |||||||||||||||||||||||
Total | Total | |||||||||||||||||||||||
Sales | Sales | |||||||||||||||||||||||
Sales: |
||||||||||||||||||||||||
Metal coil coating |
$ | 144,673 | 17 | $ | 134,990 | 17 | $ | 9,683 | 7.2 | % | ||||||||||||||
Metal components |
309,730 | 37 | 297,382 | 38 | 12,348 | 4.2 | % | |||||||||||||||||
Engineered building systems |
386,248 | 46 | 356,787 | 45 | 29,461 | 8.3 | % | |||||||||||||||||
Total sales |
840,651 | 100 | 789,159 | 100 | 51,492 | 6.5 | % | |||||||||||||||||
Less: Intersegment sales |
162,862 | 19 | 160,087 | 20 | 2,775 | 1.7 | % | |||||||||||||||||
Total net sales |
$ | 677,789 | 81 | $ | 629,072 | 80 | $ | 48,717 | 7.7 | % | ||||||||||||||
% of | % of | |||||||||||||||||||||||
Total | Total | |||||||||||||||||||||||
Sales | Sales | |||||||||||||||||||||||
Operating income (loss): |
||||||||||||||||||||||||
Metal coil coating |
$ | 13,041 | 9 | $ | 12,412 | 9 | $ | 629 | 5.1 | % | ||||||||||||||
Metal components |
14,298 | 5 | 17,971 | 6 | (3,673 | ) | -20.4 | % | ||||||||||||||||
Engineered building systems |
2,313 | 1 | (14,579 | ) | (4 | ) | 16,892 | 115.9 | % | |||||||||||||||
Corporate |
(39,063 | ) | | (36,617 | ) | | (2,446 | ) | -6.7 | % | ||||||||||||||
Total
operating income (loss) (% of net sales) |
$ | (9,411 | ) | (1 | ) | $ | (20,813 | ) | (3 | ) | $ | 11,402 | 54.8 | % | ||||||||||
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 JULY 31, 2011 AND AUGUST 1, 2010
(Unaudited)
(In thousands)
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 JULY 31, 2011 AND AUGUST 1, 2010
(Unaudited)
(In thousands)
For the Three Months Ended July 31, 2011 | ||||||||||||||||||||
Engineered | ||||||||||||||||||||
Metal Coil | Metal | Building | ||||||||||||||||||
Coating | Components | Systems | Corporate | Consolidated | ||||||||||||||||
Operating income (loss), GAAP basis |
$ | 5,219 | $ | 6,545 | $ | 7,877 | $ | (13,072 | ) | $ | 6,569 | |||||||||
Asset recovery |
| (93 | ) | | | (93 | ) | |||||||||||||
Restructuring recovery |
| | (575 | ) | | (575 | ) | |||||||||||||
Adjusted operating income (loss) (1) |
$ | 5,219 | $ | 6,452 | $ | 7,302 | $ | (13,072 | ) | $ | 5,901 | |||||||||
For the Three Months Ended August 1, 2010 | ||||||||||||||||||||
Engineered | ||||||||||||||||||||
Metal Coil | Metal | Building | ||||||||||||||||||
Coating | Components | Systems | Corporate | Consolidated | ||||||||||||||||
Operating income (loss), GAAP basis |
$ | 5,201 | $ | 10,567 | $ | (3,112 | ) | $ | (11,580 | ) | $ | 1,076 | ||||||||
Restructuring charges |
| 150 | 401 | | 551 | |||||||||||||||
Asset impairments (recovery) |
| (78 | ) | 14 | | (64 | ) | |||||||||||||
Adjusted operating income (loss) (1) |
$ | 5,201 | $ | 10,639 | $ | (2,697 | ) | $ | (11,580 | ) | $ | 1,563 | ||||||||
(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 consolidated statement of operations. |
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 NINE MONTHS ENDED JULY 31, 2011 AND AUGUST 1, 2010
(Unaudited)
(In thousands)
BUSINESS SEGMENTS
NON-GAAP FINANCIAL MEASURES AND RECONCILIATIONS
RECONCILIATION OF OPERATING INCOME (LOSS) TO ADJUSTED OPERATING INCOME (LOSS)
EXCLUDING SPECIAL CHARGES
FOR THE NINE MONTHS ENDED JULY 31, 2011 AND AUGUST 1, 2010
(Unaudited)
(In thousands)
For the Nine Months Ended July 31, 2011 | ||||||||||||||||||||
Engineered | ||||||||||||||||||||
Metal Coil | Metal | Building | ||||||||||||||||||
Coating | Components | Systems | Corporate | Consolidated | ||||||||||||||||
Operating income (loss), GAAP basis |
$ | 13,041 | $ | 14,298 | $ | 2,313 | $ | (39,063 | ) | $ | (9,411 | ) | ||||||||
Asset recovery |
| (93 | ) | | | (93 | ) | |||||||||||||
Restructuring recovery |
| | (575 | ) | | (575 | ) | |||||||||||||
Pre-acquisition contingency adjustment |
| | 252 | | 252 | |||||||||||||||
Increase in actuarial determined general liability
self-insurance reserve |
| 2,398 | | | 2,398 | |||||||||||||||
Adjusted operating income (loss) (1) |
$ | 13,041 | $ | 16,603 | $ | 1,990 | $ | (39,063 | ) | $ | (7,429 | ) | ||||||||
For the Nine Months Ended August 1, 2010 | ||||||||||||||||||||
Engineered | ||||||||||||||||||||
Metal Coil | Metal | Building | ||||||||||||||||||
Coating | Components | Systems | Corporate | Consolidated | ||||||||||||||||
Operating income (loss), GAAP basis |
$ | 12,412 | $ | 17,971 | $ | (14,579 | ) | $ | (36,617 | ) | $ | (20,813 | ) | |||||||
Restructuring charges |
| 415 | 1,489 | | 1,904 | |||||||||||||||
Asset impairments (recovery) |
| (74 | ) | 923 | | 849 | ||||||||||||||
Adjusted operating income (loss) (1) |
$ | 12,412 | $ | 18,312 | $ | (12,167 | ) | $ | (36,617 | ) | $ | (18,060 | ) | |||||||
(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 consolidated 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)
NON-GAAP FINANCIAL MEASURES AND RECONCILIATIONS
COMPUTATION OF EARNINGS BEFORE INTEREST, TAXES, DEPRECIATION,
AMORTIZATION AND OTHER NONCASH ITEMS (ADJUSTED EBITDA)
(Unaudited)
(In thousands)
4th Qtr | 1st Qtr | 2nd Qtr | 3rd Qtr | Trailing 12 Months | ||||||||||||||||
October 31, | January 30, | May 1, | July 31, | July 31, | ||||||||||||||||
2010 | 2011 | 2011 | 2011 | 2011 | ||||||||||||||||
Net income (loss) |
$ | (5,436 | ) | $ | (12,725 | ) | $ | (3,229 | ) | $ | 2,593 | $ | (18,797 | ) | ||||||
Add: |
||||||||||||||||||||
Depreciation and amortization |
7,309 | 7,236 | 7,187 | 7,187 | 28,919 | |||||||||||||||
Consolidated interest expense, net |
4,258 | 4,177 | 3,870 | 3,864 | 16,169 | |||||||||||||||
Benefit from income taxes |
(1,794 | ) | (5,009 | ) | (1,786 | ) | | (8,589 | ) | |||||||||||
Non-cash charges: |
||||||||||||||||||||
Stock-based compensation |
1,375 | 1,685 | 1,671 | 1,776 | 6,507 | |||||||||||||||
Asset impairments (recovery) |
221 | | | (93 | ) | 128 | ||||||||||||||
Embedded derivative |
(7 | ) | (7 | ) | (6 | ) | (6 | ) | (26 | ) | ||||||||||
Pre-acquisition contingency adjustment |
178 | 252 | | | 430 | |||||||||||||||
Cash restructuring charges (recovery) |
1,628 | | | (575 | ) | 1,053 | ||||||||||||||
Transaction costs |
(250 | ) | | | | (250 | ) | |||||||||||||
Adjusted EBITDA (1) |
$ | 7,482 | $ | (4,391 | ) | $ | 7,707 | $ | 14,746 | $ | 25,544 | |||||||||
4th Qtr | 1st Qtr | 2nd Qtr | 3rd Qtr | Trailing 12 Months | ||||||||||||||||
November 1, | Jan 31, | May 2, | August 1, | August 1, | ||||||||||||||||
2009 | 2010 | 2010 | 2010 | 2010 | ||||||||||||||||
Net income (loss) |
$ | (101,851 | ) | $ | (10,486 | ) | $ | (7,656 | ) | $ | (3,299 | ) | $ | (123,292 | ) | |||||
Add: |
||||||||||||||||||||
Depreciation and amortization |
7,640 | 7,521 | 7,480 | 7,457 | 30,098 | |||||||||||||||
Consolidated interest expense, net |
9,578 | 4,507 | 4,670 | 4,392 | 23,147 | |||||||||||||||
Benefit from income taxes |
(7,495 | ) | (5,779 | ) | (5,536 | ) | (221 | ) | (19,031 | ) | ||||||||||
Non-cash charges: |
||||||||||||||||||||
Stock-based compensation |
1,045 | 801 | 1,403 | 1,374 | 4,623 | |||||||||||||||
Asset impairments (recovery) |
347 | 1,029 | (116 | ) | (64 | ) | 1,196 | |||||||||||||
Embedded derivative |
| (919 | ) | (4 | ) | (7 | ) | (930 | ) | |||||||||||
Cash restructuring charges |
1,564 | 524 | 829 | 551 | 3,468 | |||||||||||||||
Transaction costs |
107,718 | 174 | | | 107,892 | |||||||||||||||
Adjusted EBITDA (1) |
$ | 18,546 | $ | (2,628 | ) | $ | 1,070 | $ | 10,183 | $ | 27,171 | |||||||||
(1) | On October 20, 2009, the Company amended and restated its Term Note facility which defines adjusted EBITDA. Adjusted EBITDA excludes non-cash charges for goodwill and other asset impairments, lower of cost or market charges 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
NON-GAAP FINANCIAL MEASURES AND RECONCILIATIONS
ADJUSTED LOSS PER DILUTED COMMON SHARE AND NET LOSS COMPARISON
(Unaudited)
Fiscal Three Months Ended | Fiscal Nine Months Ended | |||||||||||||||
July 31, | August 1, | July 31, | August 1, | |||||||||||||
2011 | 2010 | 2011 | 2010 | |||||||||||||
Loss per diluted common share, GAAP basis |
$ | (0.71 | ) | $ | (0.90 | ) | $ | (2.35 | ) | $ | (16.10 | ) | ||||
Refinancing costs, net of taxes |
| | | 0.01 | ||||||||||||
Convertible preferred stock beneficial conversion feature |
0.35 | 0.25 | 0.44 | 13.53 | ||||||||||||
Restructuring charges (recovery), net of taxes |
(0.02 | ) | 0.01 | (0.02 | ) | 0.07 | ||||||||||
Asset impairments (recovery), net of taxes |
(0.00 | ) | (0.00 | ) | (0.00 | ) | 0.03 | |||||||||
Gain on embedded derivative, net of taxes |
(0.00 | ) | (0.00 | ) | (0.00 | ) | (0.03 | ) | ||||||||
Increase in actuarial determined general liability self-insurance reserve, net of taxes |
| | 0.08 | | ||||||||||||
Pre-acquisition contingency adjustment, net of taxes |
| | 0.01 | | ||||||||||||
Adjusted loss per diluted common share (1) |
$ | (0.38 | ) | $ | (0.64 | ) | $ | (1.85 | ) | $ | (2.49 | ) | ||||
Fiscal Three Months Ended | Fiscal Nine Months Ended | |||||||||||||||
July 31, | August 1, | July 31, | August 1, | |||||||||||||
2011 | 2010 | 2011 | 2010 | |||||||||||||
Net loss applicable to common shares, GAAP basis |
$ | (13,077 | ) | $ | (16,519 | ) | $ | (43,067 | ) | $ | (292,671 | ) | ||||
Refinancing costs, net of taxes |
| | | 113 | ||||||||||||
Convertible preferred stock beneficial conversion feature |
6,494 | 4,583 | 8,040 | 246,052 | ||||||||||||
Restructuring charges (recovery), net of taxes |
(354 | ) | 358 | (354 | ) | 1,237 | ||||||||||
Asset impairments (recovery), net of taxes |
(57 | ) | (42 | ) | (57 | ) | 552 | |||||||||
Gain on embedded derivative, net of taxes |
(4 | ) | (5 | ) | (12 | ) | (605 | ) | ||||||||
Increase in actuarial determined general liability self-insurance reserve, net of taxes |
| | 1,477 | | ||||||||||||
Pre-acquisition contingency adjustment, net of taxes |
| | 181 | | ||||||||||||
Adjusted net loss applicable to common shares (1) |
$ | (6,998 | ) | $ | (11,625 | ) | $ | (33,792 | ) | $ | (45,322 | ) | ||||
(1) | The Company discloses a tabular comparison of Adjusted loss per diluted common share and net loss, 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 should not be considered in isolation or as a substitute for loss per diluted common share and net loss as reported on the face of our consolidated statement of operations. |
NCI Building Systems, Inc.
Reconciliation of Segment Sales to Third Party Segment Sales (Internal Information)
(Unaudited)
(In thousands)
Reconciliation of Segment Sales to Third Party Segment Sales (Internal Information)
(Unaudited)
(In thousands)
3rd Qtr 2011 | 3rd Qtr 2010 | Inc/(Dec) | % Change |
|||||||||||||||||||||
Metal Coil Coating |
||||||||||||||||||||||||
Total Sales |
54,472 | 16 | % | 51,200 | 17 | % | 3,272 | 6 | % | |||||||||||||||
Less: Intersegment
sales |
34,651 | 33,315 | 1,336 | 4 | % | |||||||||||||||||||
Third Party Sales |
19,821 | 8 | % | 17,885 | 7 | % | 1,936 | 11 | % | |||||||||||||||
Operating Income
(Loss) |
5,219 | 26 | % | 5,201 | 29 | % | 18 | 0 | % | |||||||||||||||
Metal Components |
||||||||||||||||||||||||
Total |
116,050 | 36 | % | 115,507 | 37 | % | 543 | 0 | % | |||||||||||||||
Less: Intersegment
sales |
23,049 | 26,090 | (3,041 | ) | -12 | % | ||||||||||||||||||
Third Party Sales |
93,001 | 35 | % | 89,417 | 37 | % | 3,584 | 4 | % | |||||||||||||||
Operating Income
(Loss) |
6,545 | 7 | % | 10,567 | 12 | % | (4,022 | ) | -38 | % | ||||||||||||||
Engineered Building Systems |
||||||||||||||||||||||||
Total |
155,046 | 48 | % | 141,446 | 46 | % | 13,600 | 10 | % | |||||||||||||||
Less: Intersegment
sales |
5,730 | 3,456 | 2,274 | 66 | % | |||||||||||||||||||
Third Party Sales |
149,316 | 57 | % | 137,990 | 56 | % | 11,326 | 8 | % | |||||||||||||||
Operating Income
(Loss) |
7,877 | 5 | % | (3,112 | ) | -2 | % | 10,989 | 353 | % | ||||||||||||||
Consolidated |
||||||||||||||||||||||||
Total |
325,568 | 100 | % | 308,153 | 100 | % | 17,415 | 6 | % | |||||||||||||||
Less: Intersegment
sales |
63,430 | 62,861 | 569 | 1 | % | |||||||||||||||||||
Third Party Sales |
262,138 | 100 | % | 245,292 | 100 | % | 16,846 | 7 | % | |||||||||||||||
Operating Income
(Loss) |
6,569 | 3 | % | 1,076 | 0 | % | 5,493 | 511 | % |
YTD | YTD | % | ||||||||||||||||||||||
3rd Qtr 2011 | 3rd Qtr 2010 | Inc/(Dec) | Change | |||||||||||||||||||||
Metal Coil Coating |
||||||||||||||||||||||||
Total Sales |
144,673 | 17 | % | 134,990 | 17 | % | 9,683 | 7 | % | |||||||||||||||
Less: Intersegment
sales |
90,674 | 87,201 | 3,473 | 4 | % | |||||||||||||||||||
Third Party Sales |
53,999 | 8 | % | 47,789 | 8 | % | 6,210 | 13 | % | |||||||||||||||
Operating Income
(Loss) |
13,041 | 24 | % | 12,412 | 26 | % | 629 | 5 | % | |||||||||||||||
Metal Components |
||||||||||||||||||||||||
Total |
309,730 | 37 | % | 297,382 | 38 | % | 12,348 | 4 | % | |||||||||||||||
Less: Intersegment
sales |
60,100 | 63,451 | (3,351 | ) | -5 | % | ||||||||||||||||||
Third Party Sales |
249,630 | 37 | % | 233,931 | 37 | % | 15,699 | 7 | % | |||||||||||||||
Operating Income
(Loss) |
14,298 | 6 | % | 17,971 | 8 | % | (3,673 | ) | -20 | % | ||||||||||||||
Engineered Building Systems |
||||||||||||||||||||||||
Total |
386,248 | 46 | % | 356,787 | 45 | % | 29,461 | 8 | % | |||||||||||||||
Less: Intersegment
sales |
12,088 | 9,435 | 2,653 | 28 | % | |||||||||||||||||||
Third Party Sales |
374,160 | 55 | % | 347,352 | 55 | % | 26,808 | 8 | % | |||||||||||||||
Operating Income
(Loss) |
2,313 | 1 | % | (14,579 | ) | -4 | % | 16,892 | 116 | % | ||||||||||||||
Consolidated |
||||||||||||||||||||||||
Total |
840,651 | 100 | % | 789,159 | 100 | % | 51,492 | 7 | % | |||||||||||||||
Less: Intersegment
sales |
162,862 | 160,087 | 2,775 | 2 | % | |||||||||||||||||||
Third Party Sales |
677,789 | 100 | % | 629,072 | 100 | % | 48,717 | 8 | % | |||||||||||||||
Operating Income
(Loss) |
(9,411 | ) | -1 | % | (20,813 | ) | -3 | % | 11,402 | 55 | % |
CONTACT:
Betsy Brod or Lynn Morgen, both of MBS Value Partners
+1-212-750-5800, for NCI Building Systems, Inc.
Betsy Brod or Lynn Morgen, both of MBS Value Partners
+1-212-750-5800, for NCI Building Systems, Inc.