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 (Date of earliest event reported): September 4, 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 September 4, 2013, NCI Building Systems, Inc. (“NCI”) issued a press release (the “Press Release”) announcing NCI’s financial results for the fiscal third quarter ended July 28, 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 Net 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 Net Income (Loss) Per Diluted Common Share exclude acquisition-related costs, actuarial determined general liability self-insurance charges (recovery), executive retirement charges, convertible preferred stock beneficial conversion feature and amendment charges, stock-based compensation costs, gain on embedded derivative, asset impairments (recoveries) and debt extinguishment 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 Net 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 Net Income (Loss) Per Diluted Common Share should not be considered in isolation or as substitutes for operating income (loss), net income (loss), net loss per diluted common share or net 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.

 

Attached hereto as Exhibit 99.2 is financial information and commentary by Mark E. Johnson, Executive Vice President, Chief Financial Officer and Treasurer of NCI, regarding results for the fiscal third quarter ended July 28, 2013 and forward-looking statements relating to the fiscal fourth quarter ended November 3, 2013 (the “CFO Commentary”). The CFO Commentary will be posted on the company’s website, www.ncigroup.com, on September 4, 2013.

 

The CFO Commentary includes Adjusted Net Income (Loss) Applicable to Common Shares and Adjusted Net Income (Loss) Per Diluted Common Share which are non-GAAP financial measures. Adjusted Net Income (Loss) Applicable to Common Shares and Adjusted Net Income (Loss) Per Diluted Common Share exclude acquisition-related costs, actuarial determined general liability self-insurance charges (recovery), executive retirement charges, convertible preferred stock beneficial conversion feature and amendment charges and debt extinguishment costs. Adjusted Net Income (Loss) Applicable to Common Shares and Adjusted Net 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 Net Income (Loss) Applicable to Common Shares and Adjusted Net Income (Loss) Per Diluted Common Share should not be considered in isolation or as substitutes for net loss per diluted common share or net 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 CFO Commentary furnished hereto as Exhibit 99.2.

 

The information in this Item 2.02, and in Exhibit 99.1 and Exhibit 99.2 which are 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 September 4, 2013.
     
99.2   CFO Commentary dated September 4, 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: September 4, 2013

 

 
 

 

EXHIBIT INDEX

 

Exhibit No.   Description
99.1   Press Release dated September 4, 2013.
     
99.2   CFO Commentary dated September 4, 2013.