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EX-99.2 - EXHIBIT 99.2 - Cornerstone Building Brands, Inc.a2018q3exhibit992.htm
8-K - 8-K - Cornerstone Building Brands, Inc.ncs201808288-k.htm


Exhibit 99.1
image4a09.jpg
NEWS RELEASE

NCI Building Systems Reports
Third Quarter 2018 Results

HOUSTON, TX, August 28, 2018 - NCI Building Systems, Inc. (NYSE: NCS) (“NCI” or the “Company”) today reported financial results for its third fiscal quarter ended July 29, 2018.
Third Quarter 2018 Financial and Operational Highlights:
Sales rose 16.9% to $548.5 million for the quarter, compared to $469.4 million in the prior year’s third quarter
Gross profit was $133.4 million or 24.3% of sales, compared to $115.0 million or 24.5% of sales, in the prior year’s third quarter
Net income was $36.0 million for the quarter, compared to $18.2 million in the prior year’s third quarter. Adjusted Net Income was $33.9 million this quarter, compared to $19.6 million in the prior year’s third quarter
Net income per diluted common share for the quarter was $0.54, compared to $0.25 in the prior year’s third quarter. Adjusted Net Income was $0.51 per diluted common share, compared to $0.27 in the prior year’s third quarter
Adjusted EBITDA was $63.3 million, or 11.5% of revenues, for the quarter, compared to Adjusted EBITDA of $50.4 million, or 10.7% of revenues, in the prior year’s third quarter
Total consolidated backlog increased to $650.9 million, up 12.1% year-over-year
Commenting on the quarter, Donald R. Riley, NCI’s President and Chief Executive Officer, said, “Our third quarter results continue to demonstrate our commitment to maintaining commercial discipline across all of our businesses in an environment of increasing input costs. Led by a solid performance from our Buildings and Components segments, we are pleased to have seen volume increases and the successful execution of our adjacency strategy for Insulated Metal Panels and doors. NCI’s backlog and bookings continue to support our favorable outlook for fiscal 2018 and beyond. We believe we are well positioned to finish 2018 with positive year-over-year improvement in both revenue and Adjusted EBITDA.”
Third Quarter 2018 Results
Sales in the third quarter of fiscal 2018 increased to $548.5 million, up 16.9%, from $469.4 million in last year's third fiscal quarter, primarily due to continued commercial discipline in the pass-through of higher material costs across all the segments, combined with volume growth in both the Engineered Metal Building and Metal Components segments.
Gross profit increased 16.0% to $133.4 million in the quarter, compared to $115.0 million in the third quarter of fiscal 2017 and was up sequentially from $104.1 million in the second quarter of fiscal 2018. Gross profit margins were 24.3% for the third quarter of fiscal 2018, compared to 24.5% in the third quarter of fiscal 2017 and were up sequentially 150 basis points from 22.8% in the second quarter of fiscal 2018. Gross margins in the third quarter were lower than the third quarter of the prior year primarily as a result of product mix in the IMP segment.
Engineering, selling, general and administrative (“ESG&A”) expenses were $79.0 million for the quarter, compared to $76.3 million in the prior year’s third fiscal quarter. As a percentage of revenues, ESG&A expenses were 14.4% in the fiscal 2018 third quarter compared to 16.3% in the prior year’s third fiscal quarter. The year-over-year increase in ESG&A expenses is primarily in support of increase sales volumes during the period.
Operating income for the quarter was $54.5 million, compared to $34.1 million in the third quarter 2017. Adjusted Operating Income, a non-GAAP financial measure which excludes certain special items, increased 42.4% to $52.0 million in the current quarter, compared to $36.5 million in the same period last year.
Net income applicable to common shares in the quarter was $35.8 million, or $0.54 per diluted common share, compared to net income of $18.1 million, or $0.25 per diluted common share in the prior year’s third quarter. Net income was impacted by the following special items: a $4.7 million gain on insurance recovery; a $1.0 million gain of the disposition of a non-strategic product





line and a reduction of $0.4 million of restructuring and impairment charges, partially offset by a $3.6 million charge related to strategic development and acquisition related costs and $0.7 million associated tax effect of these items. Excluding the impact of these special items, third quarter 2018 Adjusted Net Income, a non-GAAP measure, was $33.9 million, or $0.51 per diluted common share, compared to $19.6 million, or $0.27 per diluted common share, in the prior year’s third quarter.
Adjusted EBITDA, a non-GAAP measure, defined in accordance with the Company's credit agreement as earnings before interest, taxes, depreciation and amortization, and certain other cash and non-cash items, was $63.3 million this quarter, compared to $50.4 million in the prior year’s third quarter. Please see the reconciliation of Adjusted Operating Income, Adjusted Net Income and Adjusted EBITDA in the accompanying financial tables.
Cash and cash equivalents at the end of the third quarter were $43.3 million, compared to $45.9 million at the end of the third quarter of fiscal 2017. Cash and cash equivalents increased sequentially by $8.0 million from $35.3 million at the end of the second quarter of fiscal 2018 due to improved working capital management year-over-year, lower taxes and lower interest rates. NCI’s net debt leverage ratio (net debt/Adjusted EBITDA) at the end of the third quarter was 1.95x. As of July 29, 2018, the Company’s $150.0 million asset-based lending (ABL) facility remained undrawn.
Third Quarter 2018 Segment Performance
Sales in the Engineered Building Systems segment were $230.1 million in the third quarter of fiscal 2018, compared to $191.9 million in the prior year period, increasing primarily as a result of commercial discipline passing through higher input costs and increased tonnage volumes. Operating income increased 62.5% to $24.3 million this quarter, compared to $14.9 million in the prior year’s third quarter. Adjusted Operating Income, a non-GAAP measure, increased 50.0% to $23.8 million this quarter, compared to $15.9 million in the third quarter 2017. Operating margins increased as a result of reduced ESG&A costs and an emphasis on order profitability over volumes.
The Metal Components segment generated $186.4 million in sales during the quarter, an increase of 12.1% from $166.3 million in the prior year’s third quarter, led by the disciplined pass-through of increasing input costs and higher external volumes in the segment. Operating income was $28.7 million in the third fiscal quarter of 2018, compared to $23.3 million in the same period last year. Adjusted Operating Income was $28.7 million in the quarter, compared to $23.2 million in the prior year’s third quarter. The Metal Components segment’s operating margins increased as a result of improved operating leverage on higher external volumes.
The Insulated Metal Panels (“IMP”) segment generated $133.7 million in sales during the quarter, an increase of 11.7% from $119.7 million in the prior year’s third quarter, as a result of higher external volumes and commercial discipline emphasizing project profitability over volumes. Operating income was $17.9 million for the quarter, compared to $11.5 million in the third quarter of 2017. Adjusted Operating Income was $12.1 million, compared to $11.7 million in the same period last year. The IMP segment’s Adjusted Operating Income Margins decreased from the prior year primarily as a result of a change in product mix.
Sales in the Metal Coil Coating segment were $116.4 million during the third quarter of fiscal 2018, an increase of 22.2% from $95.3 million in the prior year’s third quarter, as a result of higher volumes in package sales and the pass-through of rising material costs. Operating income and Adjusted Operating Income were both $9.1 million in the third quarter of fiscal 2018 compared to $7.1 million in the third quarter of fiscal 2017, respectively. Operating margins in the Metal Coil Coating segment improved as a result of lower ESG&A costs and commercial discipline.
Market Commentary
The key leading indicators that NCI follows and that typically have the most meaningful correlation to nonresidential low-rise construction starts are the American Institute of Architects’ (“AIA”) Architecture Mixed Use Index, the Dodge Residential single family starts and the Conference Board Leading Economic Index (“LEI”). Historically, there has been a very high correlation to the volume of nonresidential low-rise construction starts when the three leading indicators are combined and then seasonally adjusted. Based on the combined forward projection of these metrics, and assuming a 9- to 14-month historical lag for each metric, the Company continues to expect new nonresidential low-rise construction starts in the Company’s addressable market for its legacy businesses to grow 2.0% to 4.0% in fiscal 2018.
Guidance
Looking ahead, NCI’s key economic indicators are tracking to expectation and year-over-year growth in both bookings and backlog support the Company’s favorable outlook for fiscal 2018. For the fourth quarter of fiscal 2018, NCI expects revenues to be in the range of $550 to $570 million and Adjusted EBITDA to be in the range of $60 to $70 million.
The Company has provided additional detailed financial guidance in the quarterly supplemental presentation that can be found at www.ncibuildingsystems.com under the “Investors” section.





Recent Developments
On July 17, 2018, NCI entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Ply GemParent, LLC, a Delaware limited liability company (“Ply Gem”), and for certain limited purposes set forth in the Merger Agreement, Clayton, Dubilier & Rice, LLC, a Delaware limited liability company (the “Sponsor”). Pursuant to the terms of the Merger Agreement, at the closing of the merger, Ply Gem will be merged with and into the Company with the Company continuing its existence as a Delaware corporation (the “Merger”). At the closing of the Merger, all of Ply Gem’s equity interests (the “Ply Gem LLC Interests”) as of immediately prior to the closing of the Merger will be converted into the right of the holders of the Ply Gem LLC Interests (the “Ply Gem Holders”) to receive, in the aggregate with respect to all such Ply Gem LLC Interests, 58.7 million shares of NCI common stock, par value $0.01 per share (“Common Stock”) (collectively, the “Aggregate Merger Consideration”), with each Ply Gem Holder being entitled to receive its pro rata share of the Aggregate Merger Consideration. The shares of NCI’s Common Stock outstanding prior to the Merger will remain outstanding after the closing of the Merger. Upon the close of the Merger, the pre-Merger NCI shareholders will own approximately 53% of the Company’s common equity, with the Ply Gem Holders owning approximately 47%.
A preliminary proxy detailing the Merger was filed with the Securities and Exchange Commission (the “SEC”) on August 9, 2018. The parties expect the Merger to close in the fourth calendar quarter of 2018, subject to approval by NCI shareholders and customary conditions, including regulatory approvals.
On August 28, 2018 Ply Gem announced it has entered into an agreement with Andersen Corporation to acquire the Silver Line vinyl window and patio door division, which had 2017 annual revenues of more than $440 million. The transaction, valued at approximately $190 million, aligns with Ply Gem’s strategy of driving growth in revenues and earnings in part through targeted acquisitions of highly complementary businesses. Based upon 2018 estimated Adjusted EBITDA and giving effect to anticipated cost savings and synergies, the transaction is expected to result in a purchase price multiple of 4.4x and will have a neutral impact on the leverage ratio of the pro forma NCI and Ply Gem combination.
Conference Call Information
The NCI Building Systems, Inc. third quarter fiscal 2018 conference call is scheduled for Wednesday, August 29, 2018, at 9:00 a.m. ET (8:00 a.m. CT). Please dial 1-412-902-0003 or 1-877-407-0672 (toll-free) 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.ncibuildingsystems.com. To access the taped telephone replay, please dial 1-201-612-7415 or 1-877-660-6853 (toll-free) and the passcode 13681318# when prompted. The taped replay will be available two hours after the call through September 12, 2018. A replay of the webcast will be available on the Company’s website under the Event Calendar, Calls & Webcast section of the Investor Relations page of the NCI website for approximately 90 days.
About NCI Building Systems
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, Canada and Mexico with additional sales and distribution offices throughout the United States and Canada. For more information visit www.ncibuildingsystems.com.
Contact:
K. Darcey Matthews
Vice President, Investor Relations
281-897-7785
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,” “anticipate," “guidance,” “plan,” “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, therefore, 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. Such forward-looking statements may include, but are not limited to, statements concerning our market commentary and expectations for new nonresidential low-rise construction starts in fiscal 2018 and our financial outlook and guidance, including the fourth quarter fiscal 2018 forecasted revenues and Adjusted EBITDA and other consolidated financial performance guidance. Among the factors that could cause actual results to differ materially include, but are not limited to, risks and uncertainties relating to the Merger, including the possibility that the Merger does not close when expected or at all because the conditions to closing are not satisfied on a timely basis or at all; potential adverse reactions or changes to business or employee relationships, including those resulting from the announcement or completion of the





Merger; diversion of management’s attention from ongoing business operations and opportunities as a result of the pending Merger; our ability to secure stockholder and regulatory approvals for the Merger in a timely manner or on the terms desired or anticipated; retention and replacement of key personnel in connection with the pendency of the Merger; industry cyclicality and seasonality; adverse weather conditions; challenging economic conditions affecting the nonresidential construction industry; volatility in the U.S. economy and abroad, generally, and in the credit markets; our substantial indebtedness and our ability to incur substantially more indebtedness; our ability to generate the significant cash flow required to service or refinance our existing debt, and obtain future financing; our ability to comply with the financial tests and covenants in our existing and future debt obligations; operational limitations or restrictions in connection with our debt; increases in interest rates; recognition of asset impairment charges; commodity price increases and/or limited availability of raw materials, including steel; our ability to make strategic acquisitions accretive to earnings; retention and replacement of key personnel; our ability to carry out our restructuring plans and to fully realize the expected cost savings; enforcement and obsolescence of intellectual property rights; fluctuations in customer demand; costs related to environmental clean-ups and liabilities; competitive activity and pricing pressure; increases in energy prices; volatility of the price of our Common Stock; the dilutive effect on the Company’s common stockholders of potential sales of Common Stock held by our sponsor; substantial governance and other rights held by our sponsor; breaches of our information system security measures and damage to our major information management systems; hazards that may cause personal injury or property damage, thereby subjecting us to liabilities and possible losses, which may not be covered by insurance; changes in laws or regulations, including the Dodd-Frank Act; the timing and amount of our stock repurchases; and costs and other effects of legal and administrative proceedings, settlements, investigations, claims and other matters. See also the “Risk Factors” in the Company's Annual Report on Form 10-K for the fiscal year ended October 29, 2017, and other risks described in documents subsequently filed by the Company from time to time with the SEC, 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
(In thousands, except per share data)
(Unaudited)
 
 
Fiscal Three Months Ended
 
Fiscal Nine Months Ended
 
July 29,
2018
 
July 30,
2017
 
July 29,
2018
 
July 30,
2017
Sales
$
548,525

 
$
469,385

 
$
1,426,943

 
$
1,281,552

Cost of sales
415,124

 
354,416

 
1,097,542

 
981,793

Gross profit
133,401

 
114,969

 
329,401

 
299,759

 
24.3
%
 
24.5
%
 
23.1
%
 
23.4
%
 
 
 
 
 
 
 
 
Engineering, selling, general and administrative expenses
79,039

 
76,309

 
228,231

 
220,473

Intangible asset amortization
2,412

 
2,405

 
7,237

 
7,215

Restructuring and impairment charges, net
(439
)
 
1,009

 
1,143

 
3,587

Strategic development and acquisition related costs
3,642

 
1,297

 
5,503

 
1,778

(Gain) loss on disposition of business
(1,013
)
 

 
5,673

 

Gain on insurance recovery
(4,741
)
 
(148
)
 
(4,741
)
 
(9,749
)
Income from operations
54,501

 
34,097

 
86,355

 
76,455

Interest income
48

 
20

 
118

 
164

Interest expense
(4,572
)
 
(7,373
)
 
(16,913
)
 
(21,738
)
Foreign exchange (loss) gain
(258
)
 
985

 
(92
)
 
1,035

Loss on extinguishment of debt

 

 
(21,875
)
 

Other income, net
345

 
337

 
1,072

 
1,045

Income before income taxes
50,064

 
28,066

 
48,665

 
56,961

Provision for income taxes
14,078

 
9,845

 
13,114

 
19,727

 
28.1
%
 
35.1
%
 
26.9
%
 
34.6
%
 
 
 
 
 
 
 
 
Net income
$
35,986

 
$
18,221

 
$
35,551

 
$
37,234

Net income allocated to participating securities
(221
)
 
(102
)
 
(248
)
 
(240
)
Net income applicable to common shares
$
35,765

 
$
18,119

 
$
35,303

 
$
36,994

 
 
 
 
 
 
 
 
Income per common share:
 

 
 

 
 

 
 

Basic
$
0.54

 
$
0.26

 
$
0.53

 
$
0.52

Diluted
$
0.54

 
$
0.25

 
$
0.53

 
$
0.52

 
 
 
 
 
 
 
 
Weighted average number of common shares outstanding:
 

 
 

 
 

 
 

Basic
66,335

 
71,047

 
66,361

 
70,973

Diluted
66,438

 
71,183

 
66,477

 
71,134

 
 
 
 
 
 
 
 
Increase in sales
16.9
%
 
1.5
%
 
11.3
%
 
6.4
%
 
 

 
 

 
 
 
 
Engineering, selling, general and administrative expenses percentage
14.4
%
 
16.3
%
 
16.0
%
 
17.2
%
 





NCI BUILDING SYSTEMS, INC.
CONSOLIDATED BALANCE SHEETS
(In thousands)
(Unaudited)
 
 
July 29,
2018
 
October 29,
2017
ASSETS
 

 
 

Current assets:
 
 
 
Cash and cash equivalents
$
43,322

 
$
65,658

Restricted cash
180

 
136

Accounts receivable, net
211,098

 
199,897

Inventories, net
260,879

 
198,296

Income taxes receivable
1,171

 
3,617

Investments in debt and equity securities, at market
5,785

 
6,481

Prepaid expenses and other
35,859

 
31,359

Assets held for sale
7,272

 
5,582

Total current assets
565,566

 
511,026

 
 
 
 
Property, plant and equipment, net
230,851

 
226,995

Goodwill
148,291

 
148,291

Intangible assets, net
129,933

 
137,148

Deferred income taxes
1,701

 
2,544

Other assets, net
5,352

 
5,108

Total assets
$
1,081,694

 
$
1,031,112

 
 
 
 
LIABILITIES AND STOCKHOLDERS’ EQUITY
 

 
 

Current liabilities:
 
 
 
Current portion of long-term debt
$
4,150

 
$

Note payable
994

 
440

Accounts payable
179,700

 
147,772

Accrued compensation and benefits
58,454

 
59,189

Accrued interest
1,488

 
6,414

Accrued income taxes
7,925

 

Other accrued expenses
106,204

 
102,233

Total current liabilities
358,915

 
316,048

 
 
 
 
Long-term debt, net of deferred financing costs of $5,971 and $6,857
403,842

 
387,290

Deferred income taxes
1,740

 
4,297

Other long-term liabilities
18,111

 
18,230

Total long-term liabilities
423,693

 
409,817

 
 
 
 
Common stock
663

 
687

Additional paid-in capital
521,059

 
562,277

Accumulated deficit
(213,846
)
 
(248,046
)
Accumulated other comprehensive loss, net
(7,623
)
 
(7,531
)
Treasury stock, at cost
(1,167
)
 
(2,140
)
Total stockholders’ equity
299,086

 
305,247

 
 
 
 
Total liabilities and stockholders’ equity
$
1,081,694

 
$
1,031,112

 





NCI BUILDING SYSTEMS, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(Unaudited)
 
Fiscal Nine Months Ended
 
July 29,
2018
 
July 30,
2017
Cash flows from operating activities:
 
 
 
Net income
$
35,551

 
$
37,234

Adjustments to reconcile net income to net cash from operating activities:
 

 
 

Depreciation and amortization
30,974

 
30,656

Amortization of deferred financing costs
1,140

 
1,398

Loss on extinguishment of debt
21,875

 

Share-based compensation expense
8,909

 
8,146

Gain on insurance recovery
(4,741
)
 
(9,749
)
Loss on disposition of business, net
5,092

 

(Gains) losses on assets, net
(875
)
 
438

Provision for doubtful accounts
(177
)
 
1,145

(Benefit) provision for deferred income taxes
(1,676
)
 
70

Changes in operating assets and liabilities, net of effect of acquisitions and dispositions:
 
 
 

Accounts receivable
(13,512
)
 
(8,559
)
Inventories
(64,882
)
 
(25,909
)
Income taxes
2,446

 
(1,284
)
Prepaid expenses and other
(3,686
)
 
1,069

Accounts payable
34,567

 
(22,212
)
Accrued expenses
6,088

 
(10,499
)
Other, net
(185
)
 
(1,347
)
Net cash provided by operating activities
56,908

 
597

Cash flows from investing activities:
 

 
 

Capital expenditures
(34,867
)
 
(15,629
)
Proceeds from sale of property, plant and equipment
6,338

 
2,533

Business disposition, net
(1,426
)
 

Proceeds from insurance
4,741

 
8,593

Net cash used in investing activities
(25,214
)
 
(4,503
)
Cash flows from financing activities:
 

 
 

(Deposit) refund of restricted cash
(44
)
 
96

Proceeds from stock options exercised
1,279

 
1,195

Proceeds from ABL facility
85,000

 
35,000

Payments on ABL facility
(85,000
)
 
(35,000
)
Proceeds from term loan
415,000

 

Payments on term loan
(145,184
)
 
(10,180
)
Payments on senior notes
(265,470
)
 

Payments on note payable
(1,245
)
 
(1,096
)
Payments of financing costs
(6,521
)
 

Payments related to tax withholding for share-based compensation
(5,048
)
 
(2,389
)
Purchases of treasury stock
(46,705
)
 
(3,533
)
Net cash used in financing activities
(53,938
)
 
(15,907
)
Effect of exchange rate changes on cash and cash equivalents
(92
)
 
333

Net decrease in cash and cash equivalents
(22,336
)
 
(19,480
)
Cash and cash equivalents at beginning of period
65,658

 
65,403

Cash and cash equivalents at end of period
$
43,322

 
$
45,923

 





NCI BUILDING SYSTEMS, INC.
NON-GAAP FINANCIAL MEASURES AND RECONCILIATIONS
ADJUSTED NET INCOME PER DILUTED COMMON SHARE AND
NET INCOME COMPARISON
(In thousands, except per share data)
(Unaudited)
 
 
Fiscal Three Months Ended
 
Fiscal Nine Months Ended
 
July 29,
2018
 
July 30,
2017
 
July 29,
2018
 
July 30,
2017
Net income per diluted common share, GAAP basis
$
0.54

 
$
0.25

 
$
0.53

 
$
0.52

Loss on extinguishment of debt

 

 
0.33

 

(Gain) loss on disposition of business
(0.02
)
 

 
0.09

 

Restructuring and impairment charges, net
(0.01
)
 
0.01

 
0.01

 
0.05

Strategic development and acquisition related costs
0.06

 
0.02

 
0.08

 
0.02

Acceleration of CEO retirement benefits

 

 
0.07

 

Gain on insurance recovery
(0.07
)
 
0.00

 
(0.07
)
 
(0.14
)
Other, net

 
0.00

 
0.00

 
0.01

Tax effect of applicable non-GAAP adjustments(1)
0.01

 
(0.01
)
 
(0.14
)
 
0.02

Adjusted net income per diluted common share(2)
$
0.51

 
$
0.27

 
$
0.90

 
$
0.48

 
Fiscal Three Months Ended
 
Fiscal Nine Months Ended
 
July 29,
2018
 
July 30,
2017
 
July 29,
2018
 
July 30,
2017
Net income applicable to common shares, GAAP basis
$
35,765

 
$
18,119

 
$
35,303

 
$
36,994

Loss on extinguishment of debt

 

 
21,875

 

(Gain) loss on disposition of business
(1,013
)
 

 
5,673

 

Restructuring and impairment charges, net
(439
)
 
1,009

 
1,143

 
3,587

Strategic development and acquisition related costs
3,642

 
1,297

 
5,503

 
1,778

Acceleration of CEO retirement benefits

 

 
4,600

 

Gain on insurance recovery
(4,741
)
 
(148
)
 
(4,741
)
 
(9,749
)
Other, net

 
235

 
(323
)
 
563

Tax effect of applicable non-GAAP adjustments(1)
696

 
(933
)
 
(9,296
)
 
1,490

Adjusted net income applicable to common shares(2)
$
33,910

 
$
19,579

 
$
59,737

 
$
34,663

  
(1)
The Company calculated the tax effect of non-GAAP adjustments by applying the applicable statutory tax rate for the period to each applicable non-GAAP item.
(2)
The Company discloses a tabular comparison of Adjusted net income per diluted common share and Adjusted net income 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 net income per diluted common share and Adjusted net income applicable to common shares should not be considered in isolation or as a substitute for net income per diluted common share and net income applicable to common shares as reported on the face of our consolidated statements of operations.
 






 
NCI Building Systems, Inc.
Business Segments
(In thousands)
(Unaudited)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Fiscal Three Months Ended
 
 
 
Fiscal Nine Months Ended
 
 
 
July 29, 2018
 
July 30, 2017
 
 
 
July 29, 2018
 
July 30, 2017
 
 
 
 
% of
Total
Sales
 
 
% of
Total
Sales
 
% Change
 
 
% of
Total
Sales
 
 
% of
Total
Sales
 
% Change
Total Sales
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Engineered Building Systems
$
230,098

35
 
$
191,910

33
 
19.9
%
 
$
554,302

32
 
$
505,797

33
 
9.6
 %
Metal Components
186,421

28
 
166,305

29
 
12.1
%
 
501,709

29
 
455,373

29
 
10.2
 %
Insulated Metal Panels
133,740

20
 
119,730

21
 
11.7
%
 
357,947

21
 
317,862

21
 
12.6
 %
Metal Coil Coating
116,440

17
 
95,261

17
 
22.2
%
 
299,973

18
 
270,330

17
 
11.0
 %
Total sales
666,699

100
 
573,206

100
 
16.3
%
 
1,713,931

100
 
1,549,362

100
 
10.6
 %
Less: Intersegment sales
(118,174
)
18
 
(103,821
)
18
 
13.8
%
 
(286,988
)
17
 
(267,810
)
17
 
7.2
 %
Total net sales
$
548,525

82
 
$
469,385

82
 
16.9
%
 
$
1,426,943

83
 
$
1,281,552

83
 
11.3
 %
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
% of
Sales
 
 
% of
Sales
 
 
 
 
% of
Sales
 
 
% of
Sales
 
 
External Sales
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Engineered Building Systems
$
218,614

40
 
$
182,164

39
 
20.0
%
 
$
524,038

37
 
$
481,641

38
 
8.8
 %
Metal Components
165,697

30
 
140,639

30
 
17.8
%
 
440,886

31
 
389,486

30
 
13.2
 %
Insulated Metal Panels
106,605

19
 
98,026

21
 
8.8
%
 
303,910

21
 
267,240

21
 
13.7
 %
Metal Coil Coating
57,609

11
 
48,556

10
 
18.6
%
 
158,109

11
 
143,185

11
 
10.4
 %
Total external sales
$
548,525

100
 
$
469,385

100
 
16.9
%
 
$
1,426,943

100
 
$
1,281,552

100
 
11.3
 %
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Operating Income
 

 
 
 

 
 
 

 
 

 
 
 

 
 
 

Engineered Building Systems
$
24,296

11
 
$
14,948

8
 
62.5
%
 
$
41,830

8
 
$
28,345

6
 
47.6
 %
Metal Components
28,688

15
 
23,276

14
 
23.3
%
 
67,859

14
 
55,649

12
 
21.9
 %
Insulated Metal Panels
17,859

13
 
11,468

10
 
55.7
%
 
26,470

7
 
33,037

10
 
-19.9
 %
Metal Coil Coating
9,121

8
 
7,107

7
 
28.3
%
 
21,626

7
 
20,040

7
 
7.9
 %
Corporate
(25,463
)
-
 
(22,702
)
-
 
12.2
%
 
(71,430
)
-
 
(60,616
)
-
 
17.8
 %
Total operating income
$
54,501

10
 
$
34,097

7
 
59.8
%
 
$
86,355

6
 
$
76,455

6
 
12.9
 %
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Adjusted Operating Income (1)
 

 
 
 

 
 
 

 
 

 
 
 

 
 
 

Engineered Building Systems
$
23,832

10
 
$
15,889

8
 
50.0
%
 
$
42,955

8
 
$
31,519

6
 
36.3
 %
Metal Components
28,713

15
 
23,188

14
 
23.8
%
 
66,601

13
 
55,575

12
 
19.8
 %
Insulated Metal Panels
12,105

9
 
11,711

10
 
3.4
%
 
29,135

8
 
24,290

8
 
19.9
 %
Metal Coil Coating
9,121

8
 
7,107

7
 
28.3
%
 
21,626

7
 
20,040

7
 
7.9
 %
Corporate
(21,821
)
-
 
(21,405
)
-
 
1.9
%
 
(61,784
)
-
 
(58,789
)
-
 
5.1
 %
Total adjusted operating income
$
51,950

9
 
$
36,490

8
 
42.4
%
 
$
98,533

7
 
$
72,635

6
 
35.7
 %
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Adjusted EBITDA (2)
 

 
 
 

 
 
 

 
 

 
 
 

 
 
 

Engineered Building Systems
$
25,558

11
 
$
19,435

10
 
31.5
%
 
$
49,726

9
 
$
39,460

8
 
26.0
 %
Metal Components
30,124

16
 
24,509

15
 
22.9
%
 
71,152

14
 
59,612

13
 
19.4
 %
Insulated Metal Panels
16,378

12
 
16,016

13
 
2.3
%
 
42,081

12
 
37,620

12
 
11.9
 %
Metal Coil Coating
11,218

10
 
9,170

10
 
22.3
%
 
27,866

9
 
26,249

10
 
6.2
 %
Corporate
(20,026
)
-
 
(18,756
)
-
 
6.8
%
 
(55,028
)
-
 
(49,425
)
-
 
11.3
 %
Total adjusted EBIDTA
$
63,252

12
 
$
50,374

11
 
25.6
%
 
$
135,797

10
 
$
113,516

9
 
19.6
 %
 
(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 statements of operations.
(2)
The Company's Term Loan Credit Agreement defines Adjusted EBITDA. Adjusted EBITDA excludes non-cash charges for goodwill and other asset impairments and stock compensation as well as certain special charges. As such, the historical information is presented in accordance with the definition above. The Company's Asset-Based Lending facility has substantially the same definition of Adjusted EBITDA. 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
(In thousands)
(Unaudited)
 
 
 
 
 
 
 
 
 
 
Consolidated
 
 
 
 
 
Fiscal Three Months Ended
 
Fiscal Nine
Months Ended
 
Trailing
Twelve Months
 
 
October 29,
2017
January 28,
2018
April 29,
2018
July 29,
2018
 
July 29,
2018
 
July 29,
2018
Total Net Sales
 
$
488,726

$
421,349

$
457,069

$
548,525

 
$
1,426,943

 
$
1,915,669

 
 
 
 
 
 
 
 
 
 
Operating Income, GAAP
 
33,325

12,898

18,956

54,501

 
86,355

 
119,680

Restructuring and impairment
 
1,709

1,094

488

(439
)
 
1,143

 
2,852

Strategic development and acquisition related costs
 
193

727

1,134

3,642

 
5,503

 
5,696

Loss (gain) on disposition of business
 


6,686

(1,013
)
 
5,673

 
5,673

Acceleration of CEO retirement benefits
 

4,600



 
4,600

 
4,600

Gain on insurance recovery
 



(4,741
)
 
(4,741
)
 
(4,741
)
Unreimbursed business interruption costs
 
28




 

 
28

Goodwill impairment
 
6,000




 

 
6,000

Adjusted Operating Income
 
41,255

19,319

27,264

51,950

 
98,533

 
139,788

 
 
 
 
 
 
 
 
 
 
Other income and expense
 
(62
)
928

(34
)
87

 
981

 
919

Depreciation and amortization
 
10,664

10,358

10,442

10,174

 
30,974

 
41,638

Share-based compensation expense
 
2,084

2,270

1,998

1,041

 
5,309

 
7,393

Adjusted EBITDA
 
$
53,941

$
32,875

$
39,670

$
63,252

 
$
135,797

 
$
189,738

 
 
 
 
 
 
 
 
 
 
Year over year growth, Total Net Sales
 
1.8
%
7.6
%
8.7
%
16.9
%
 
11.3
%
 
8.7
%
Operating Income Margin
 
6.8
%
3.1
%
4.1
%
9.9
%
 
6.1
%
 
6.2
%
Adjusted Operating Income Margin
 
8.4
%
4.6
%
6.0
%
9.5
%
 
6.9
%
 
7.3
%
Adjusted EBITDA Margin
 
11.0
%
7.8
%
8.7
%
11.5
%
 
9.5
%
 
9.9
%
 
 
 
 
 
 
 
 
 
 
 
 
Fiscal Three Months Ended
 
Fiscal Nine
Months Ended
 
Trailing
Twelve Months
 
 
October 30,
2016
January 29,
2017
April 30,
2017
July 30,
2017
 
July 30,
2017
 
July 30,
2017
Total Net Sales
 
$
480,314

$
391,703

$
420,464

$
469,385

 
$
1,281,552

 
$
1,761,866

 
 
 
 
 
 
 
 
 
 
Operating Income, GAAP
 
39,391

9,886

32,472

34,097

 
76,455

 
115,846

Restructuring and impairment
 
815

2,264

315

1,009

 
3,588

 
4,403

Strategic development and acquisition related costs
 
590

357

124

1,297

 
1,778

 
2,368

Loss on sale of assets and asset recovery
 
62


137


 
137

 
199

Gain on insurance recovery
 


(9,601
)
(148
)
 
(9,749
)
 
(9,749
)
Unreimbursed business interruption costs
 


191

235

 
426

 
426

Adjusted Operating Income
 
40,858

12,507

23,638

36,490

 
72,635

 
113,493

 
 
 
 
 
 
 
 
 
 
Other income and expense
 
(192
)
309

449

1,322

 
2,080

 
1,888

Depreciation and amortization
 
9,815

10,315

10,062

10,278

 
30,655

 
40,470

Share-based compensation expense
 
3,181

3,042

2,820

2,284

 
8,146

 
11,327

Adjusted EBITDA
 
$
53,662

$
26,173

$
36,969

$
50,374

 
$
113,516

 
$
167,178

 
 
 
 
 
 
 
 
 
 
Operating Income Margin
 
8.2
%
2.5
%
7.7
%
7.3
%
 
6.0
%
 
6.6
%
Adjusted Operating Income Margin
 
8.5
%
3.2
%
5.6
%
7.8
%
 
5.7
%
 
6.4
%
Adjusted EBITDA Margin
 
11.2
%
6.7
%
8.8
%
10.7
%
 
8.9
%
 
9.5
%





NCI BUILDING SYSTEMS, INC.
NON-GAAP FINANCIAL MEASURES AND RECONCILIATIONS
(In thousands)
(Unaudited)
 
 
 
 
 
 
 
 
 
 
Engineered Building Systems
 
 
 
 
 
Fiscal Three Months Ended
 
Fiscal Nine
Months Ended
 
Trailing
Twelve Months
 
 
October 29,
2017
January 28,
2018
April 29,
2018
July 29,
2018
 
July 29,
2018
 
July 29,
2018
Total Sales
 
$
188,183

$
156,964

$
167,240

$
230,098

 
$
554,302

 
$
742,485

External Sales
 
178,222

148,288

157,136

218,614

 
524,038

 
702,260

 
 
 
 
 
 
 
 
 
 
Operating Income, GAAP
 
13,043

8,263

9,271

24,296

 
41,830

 
54,873

Restructuring and impairment
 
695

1,136

280

(464
)
 
952

 
1,647

Strategic development and acquisition related costs
 

173



 
173

 
173

Adjusted Operating Income
 
13,738

9,572

9,551

23,832

 
42,955

 
56,693

 
 
 
 
 
 
 
 
 
 
Other income and expense
 
(694
)
733

(88
)
(179
)
 
466

 
(228
)
Depreciation and amortization
 
2,198

2,077

2,323

1,905

 
6,305

 
8,503

Adjusted EBITDA
 
$
15,242

$
12,382

$
11,786

$
25,558

 
$
49,726

 
$
64,968

 
 
 
 
 
 
 
 
 
 
Year over year growth, Total sales
 
(7.8
)%
3.8
%
2.8
%
19.9
%
 
9.6
%
 
4.6
%
Year over year growth, External Sales
 
(9.3
)%
2.3
%
1.7
%
20.0
%
 
8.8
%
 
3.5
%
Operating Income Margin
 
6.9
 %
5.3
%
5.5
%
10.6
%
 
7.5
%
 
7.4
%
Adjusted Operating Income Margin
 
7.3
 %
6.1
%
5.7
%
10.4
%
 
7.7
%
 
7.6
%
Adjusted EBITDA Margin
 
8.1
 %
7.9
%
7.0
%
11.1
%
 
9.0
%
 
8.8
%
 
 
 
 
 
 
 
 
 
 
 
 
Fiscal Three Months Ended
 
Fiscal Nine
Months Ended
 
Trailing
Twelve Months
 
 
October 30,
2016
January 29,
2017
April 30,
2017
July 30,
2017
 
July 30,
2017
 
July 30,
2017
Total Sales
 
$
204,208

$
151,263

$
162,624

$
191,910

 
$
505,797

 
$
710,005

External Sales
 
196,596

145,021

154,456

182,164

 
481,641

 
678,237

 
 
 
 
 
 
 
 
 
 
Operating Income, GAAP
 
22,830

6,503

6,894

14,948

 
28,345

 
51,175

Restructuring and impairment
 
211

1,910

186

941

 
3,037

 
3,248

Loss on sale of assets and asset recovery
 
62


137


 
137

 
199

Adjusted Operating Income
 
23,103

8,413

7,217

15,889

 
31,519

 
54,622

 
 
 
 
 
 
 
 
 
 
Other income and expense
 
(362
)
(41
)
(125
)
1,291

 
1,125

 
763

Depreciation and amortization
 
2,399

2,276

2,285

2,255

 
6,816

 
9,215

Adjusted EBITDA
 
$
25,140

$
10,648

$
9,377

$
19,435

 
$
39,460

 
$
64,600

 
 
 
 
 
 
 
 
 
 
Operating Income Margin
 
11.2
 %
4.3
%
4.2
%
7.8
%
 
5.6
%
 
7.2
%
Adjusted Operating Income Margin
 
11.3
 %
5.6
%
4.4
%
8.3
%
 
6.2
%
 
7.7
%
Adjusted EBITDA Margin
 
12.3
 %
7.0
%
5.8
%
10.1
%
 
7.8
%
 
9.1
%






NCI BUILDING SYSTEMS, INC.
NON-GAAP FINANCIAL MEASURES AND RECONCILIATIONS
(In thousands)
(Unaudited)
 
 
 
 
 
 
 
 
 
 
Metal Components
 
 
 
 
 
Fiscal Three Months Ended
 
Fiscal Nine
Months Ended
 
Trailing
Twelve Months
 
 
October 29,
2017
January 28,
2018
April 29,
2018
July 29,
2018
 
July 29,
2018
 
July 29,
2018
Total Sales
 
$
181,288

$
146,832

$
168,456

$
186,421

 
$
501,709

 
$
682,997

External Sales
 
155,183

127,528

147,661

165,697

 
440,886

 
596,069

 
 
 
 
 
 
 
 
 
 
Operating Income, GAAP
 
23,119

17,089

22,082

28,688

 
67,859

 
90,978

Restructuring and impairment
 
69

(1,403
)
120

25

 
(1,258
)
 
(1,189
)
Adjusted Operating Income
 
23,188

15,686

22,202

28,713

 
66,601

 
89,789

 
 
 
 
 
 
 
 
 
 
Other income and expense
 
84

53

67

54

 
174

 
258

Depreciation and amortization
 
1,422

1,576

1,444

1,357

 
4,377

 
5,799

Adjusted EBITDA
 
$
24,694

$
17,315

$
23,713

$
30,124

 
$
71,152

 
$
95,846

 
 
 
 
 
 
 
 
 
 
Year over year growth, Total sales
 
8.9
%
9.4
%
8.8
%
12.1
%
 
10.2
%
 
9.8
%
Year over year growth, External Sales
 
10.9
%
10.4
%
10.8
%
17.8
%
 
13.2
%
 
12.6
%
Operating Income Margin
 
12.8
%
11.6
%
13.1
%
15.4
%
 
13.5
%
 
13.3
%
Adjusted Operating Income Margin
 
12.8
%
10.7
%
13.2
%
15.4
%
 
13.3
%
 
13.1
%
Adjusted EBITDA Margin
 
13.6
%
11.8
%
14.1
%
16.2
%
 
14.2
%
 
14.0
%
 
 
 
 
 
 
 
 
 
 
 
 
Fiscal Three Months Ended
 
Fiscal Nine
Months Ended
 
Trailing
Twelve Months
 
 
October 30,
2016
January 29,
2017
April 30,
2017
July 30,
2017
 
July 30,
2017
 
July 30,
2017
Total Sales
 
$
166,532

$
134,173

$
154,895

$
166,305

 
$
455,373

 
$
621,905

External Sales
 
139,968

115,557

133,290

140,639

 
389,486

 
529,454

 
 
 
 
 
 
 
 
 
 
Operating Income, GAAP
 
21,254

12,376

19,997

23,276

 
55,649

 
76,903

Restructuring and impairment
 
103

305

129

60

 
494

 
597

Gain on insurance recovery
 


(420
)
(148
)
 
(568
)
 
(568
)
Adjusted Operating Income
 
21,357

12,681

19,706

23,188

 
55,575

 
76,932

 
 
 
 
 
 
 
 
 
 
Other income and expense
 
(27
)
28

52

55

 
135

 
108

Depreciation and amortization
 
1,406

1,334

1,302

1,266

 
3,902

 
5,308

Adjusted EBITDA
 
$
22,736

$
14,043

$
21,060

$
24,509

 
$
59,612

 
$
82,348

 
 
 
 
 
 
 
 
 
 
Operating Income Margin
 
12.8
%
9.2
%
12.9
%
14.0
%
 
12.2
%
 
12.4
%
Adjusted Operating Income Margin
 
12.8
%
9.5
%
12.7
%
13.9
%
 
12.2
%
 
12.4
%
Adjusted EBITDA Margin
 
13.7
%
10.5
%
13.6
%
14.7
%
 
13.1
%
 
13.2
%





NCI BUILDING SYSTEMS, INC.
NON-GAAP FINANCIAL MEASURES AND RECONCILIATIONS
(In thousands)
(Unaudited)
 
 
 
 
 
 
 
 
 
 
Insulated Metal Panels
 
 
 
 
 
Fiscal Three Months Ended
 
Fiscal Nine
Months Ended
 
Trailing
Twelve Months
 
 
October 29,
2017
January 28,
2018
April 29,
2018
July 29,
2018
 
July 29,
2018
 
July 29,
2018
Total Sales
 
$
123,542

$
110,794

$
113,413

$
133,740

 
$
357,947

 
$
481,489

External Sales
 
105,064

97,513

99,792

106,605

 
303,910

 
408,974

 
 
 
 
 
 
 
 
 
 
Operating Income, GAAP
 
14,895

7,071

1,540

17,859

 
26,470

 
41,365

Restructuring and impairment
 
683

1,284

88


 
1,372

 
2,055

Strategic development and acquisition related costs
 
90

300

61


 
361

 
451

Loss (gain) on disposition of business
 


6,686

(1,013
)
 
5,673

 
5,673

Gain on insurance recovery
 



(4,741
)
 
(4,741
)
 
(4,741
)
Unreimbursed business interruption costs
 
28




 

 
28

Adjusted Operating Income
 
15,696

8,655

8,375

12,105

 
29,135

 
44,831

 
 
 
 
 
 
 
 
 
 
Other income and expense
 
356

(273
)
223

(51
)
 
(101
)
 
255

Depreciation and amortization
 
4,742

4,388

4,335

4,324

 
13,047

 
17,789

Adjusted EBITDA
 
$
20,794

$
12,770

$
12,933

$
16,378

 
$
42,081

 
$
62,875

 
 
 
 
 
 
 
 
 
 
Year over year growth, Total sales
 
12.3
%
16.4
%
10.2
%
11.7
%
 
12.6
%
 
12.5
%
Year over year growth, External Sales
 
13.4
%
18.3
%
15.0
%
8.8
%
 
13.7
%
 
13.6
%
Operating Income Margin
 
12.1
%
6.4
%
1.4
%
13.4
%
 
7.4
%
 
8.6
%
Adjusted Operating Income Margin
 
12.7
%
7.8
%
7.4
%
9.1
%
 
8.1
%
 
9.3
%
Adjusted EBITDA Margin
 
16.8
%
11.5
%
11.4
%
12.2
%
 
11.8
%
 
13.1
%
 
 
 
 
 
 
 
 
 
 
 
 
Fiscal Three Months Ended
 
Fiscal Nine
Months Ended
 
Trailing
Twelve Months
 
 
October 30,
2016
January 29,
2017
April 30,
2017
July 30,
2017
 
July 30,
2017
 
July 30,
2017
Total Sales
 
$
110,001

$
95,195

$
102,937

$
119,730

 
$
317,862

 
$
427,863

External Sales
 
92,648

82,441

86,773

98,026

 
267,240

 
359,888

 
 
 
 
 
 
 
 
 
 
Operating Income, GAAP
 
7,513

2,192

19,377

11,468

 
33,037

 
40,550

Restructuring and impairment
 
404



8

 
8

 
412

Gain on insurance recovery
 


(9,181
)

 
(9,181
)
 
(9,181
)
Unreimbursed business interruption costs
 


191

235

 
426

 
426

Adjusted Operating Income
 
7,917

2,192

10,387

11,711

 
24,290

 
32,207

 
 
 
 
 
 
 
 
 
 
Other income and expense
 
270

35

340

(211
)
 
164

 
434

Depreciation and amortization
 
3,926

4,392

4,258

4,516

 
13,166

 
17,092

Adjusted EBITDA
 
$
12,113

$
6,619

$
14,985

$
16,016

 
$
37,620

 
$
49,733

 
 
 
 
 
 
 
 
 
 
Operating Income Margin
 
6.8
%
2.3
%
18.8
%
9.6
%
 
10.4
%
 
9.5
%
Adjusted Operating Income Margin
 
7.2
%
2.3
%
10.1
%
9.8
%
 
7.6
%
 
7.5
%
Adjusted EBITDA Margin
 
11.0
%
7.0
%
14.6
%
13.4
%
 
11.8
%
 
11.6
%





NCI BUILDING SYSTEMS, INC.
NON-GAAP FINANCIAL MEASURES AND RECONCILIATIONS
(In thousands)
(Unaudited)
 
 
 
 
 
 
 
 
 
 
Metal Coil Coating
 
 
 
 
 
Fiscal Three Months Ended
 
Fiscal Nine
Months Ended
 
Trailing
Twelve Months
 
 
October 29,
2017
January 28,
2018
April 29,
2018
July 29,
2018
 
July 29,
2018
 
July 29,
2018
Total Sales
 
$
98,550

$
88,343

$
95,190

$
116,440

 
$
299,973

 
$
398,523

External Sales
 
50,257

48,020

52,480

57,609

 
158,109

 
208,366

 
 
 
 
 
 
 
 
 
 
Operating Income, GAAP
 
1,419

5,376

7,129

9,121

 
21,626

 
23,045

Goodwill impairment
 
6,000




 

 
6,000

Adjusted Operating Income
 
7,419

5,376

7,129

9,121

 
21,626

 
29,045

 
 
 
 
 
 
 
 
 
 
Depreciation and amortization
 
2,065

2,058

2,085

2,097

 
6,240

 
8,305

Adjusted EBITDA
 
$
9,484

$
7,434

$
9,214

$
11,218

 
$
27,866

 
$
37,350

 
 
 
 
 
 
 
 
 
 
Year over year growth, Total sales
 
2.7
 %
0.0
 %
9.8
%
22.2
%
 
11.0
%
 
8.8
%
Year over year growth, External Sales
 
(1.7
)%
(1.4
)%
14.2
%
18.6
%
 
10.4
%
 
7.2
%
Operating Income Margin
 
1.4
 %
6.1
 %
7.5
%
7.8
%
 
7.2
%
 
5.8
%
Adjusted Operating Income Margin
 
7.5
 %
6.1
 %
7.5
%
7.8
%
 
7.2
%
 
7.3
%
Adjusted EBITDA Margin
 
9.6
 %
8.4
 %
9.7
%
9.6
%
 
9.3
%
 
9.4
%
 
 
 
 
 
 
 
 
 
 
 
 
Fiscal Three Months Ended
 
Fiscal Nine
Months Ended
 
Trailing
Twelve Months
 
 
October 30,
2016
January 29,
2017
April 30,
2017
July 30,
2017
 
July 30,
2017
 
July 30,
2017
Total Sales
 
$
95,987

$
88,340

$
86,729

$
95,261

 
$
270,330

 
$
366,317

External Sales
 
51,102

48,684

45,945

48,556

 
143,185

 
194,287

 
 
 
 
 
 
 
 
 
 
Operating Income, GAAP
 
9,310

6,706

6,227

7,107

 
20,040

 
29,350

Adjusted Operating Income
 
9,310

6,706

6,227

7,107

 
20,040

 
29,350

 
 
 
 
 
 
 
 
 
 
Other income and expense
 

31



 
31

 
31

Depreciation and amortization
 
1,849

2,106

2,009

2,063

 
6,178

 
8,027

Adjusted EBITDA
 
$
11,159

$
8,843

$
8,236

$
9,170

 
$
26,249

 
$
37,408

 
 
 
 
 
 
 
 
 
 
Operating Income Margin
 
9.7
 %
7.6
 %
7.2
%
7.5
%
 
7.4
%
 
8.0
%
Adjusted Operating Income Margin
 
9.7
 %
7.6
 %
7.2
%
7.5
%
 
7.4
%
 
8.0
%
Adjusted EBITDA Margin
 
11.6
 %
10.0
 %
9.5
%
9.6
%
 
9.7
%
 
10.2
%





NCI BUILDING SYSTEMS, INC.
NON-GAAP FINANCIAL MEASURES AND RECONCILIATIONS
(In thousands)
(Unaudited)
 
 
 
 
 
 
 
 
 
 
Corporate
 
 
 
 
 
Fiscal Three Months Ended
 
Fiscal Nine
Months Ended
 
Trailing
Twelve Months
 
 
October 29,
2017
January 28,
2018
April 29,
2018
July 29,
2018
 
July 29,
2018
 
July 29,
2018
Operating Loss, GAAP
 
$
(19,151
)
$
(24,901
)
$
(21,066
)
$
(25,463
)
 
$
(71,430
)
 
$
(90,581
)
Restructuring and impairment
 
262

77



 
77

 
339

Strategic development and acquisition related costs
 
103

254

1,073

3,642

 
4,969

 
5,072

Acceleration of CEO retirement benefits
 

4,600



 
4,600

 
4,600

Adjusted Operating Loss
 
(18,786
)
(19,970
)
(19,993
)
(21,821
)
 
(61,784
)
 
(80,570
)
 
 
 
 
 
 
 
 
 
 
Other income and expense
 
192

415

(236
)
263

 
442

 
634

Depreciation and amortization
 
237

259

255

491

 
1,005

 
1,242

Share-based compensation expense
 
2,084

2,270

1,998

1,041

 
5,309

 
7,393

Adjusted EBITDA
 
$
(16,273
)
$
(17,026
)
$
(17,976
)
$
(20,026
)
 
$
(55,028
)
 
$
(71,301
)
 
 
 
 
 
 
 
 
 
 
 
 
Fiscal Three Months Ended
 
Fiscal Nine
Months Ended
 
Trailing
Twelve Months
 
 
October 30,
2016
January 29,
2017
April 30,
2017
July 30,
2017
 
July 30,
2017
 
July 30,
2017
Operating Loss, GAAP
 
$
(21,516
)
$
(17,891
)
$
(20,023
)
$
(22,702
)
 
$
(60,616
)
 
$
(82,132
)
Restructuring and impairment
 
97

49



 
49

 
146

Strategic development and acquisition related costs
 
590

357

124

1,297

 
1,778

 
2,368

Adjusted Operating Loss
 
(20,829
)
(17,485
)
(19,899
)
(21,405
)
 
(58,789
)
 
(79,618
)
 
 
 
 
 
 
 
 
 
 
Other income and expense
 
(73
)
256

182

187

 
625

 
552

Depreciation and amortization
 
235

207

208

178

 
593

 
828

Share-based compensation expense
 
3,181

3,042

2,820

2,284

 
8,146

 
11,327

Adjusted EBITDA
 
$
(17,486
)
$
(13,980
)
$
(16,689
)
$
(18,756
)
 
$
(49,425
)
 
$
(66,911
)