NCI BUILDING SYSTEMS, INC. (NYSE:NCS) Files An 8-K Results of Operations and Financial Condition

NCI BUILDING SYSTEMS, INC. (NYSE:NCS) Files An 8-K Results of Operations and Financial ConditionItem 2.02 Results of Operations and Financial Condition.

The information disclosed under Item 7.01 hereof is also responsive to this Item 2.02 and is incorporated by reference into this Item 2.02.

Item 7.01. Regulation FD Disclosure.

On February 22, 2018, NCI Building Systems, Inc. (“NCI” or the “Company”) issued a press release (the “Press Release”) announcing changes to NCI’s reportable business segments, effective January 28, 2018, to align with changes in how the Company manages its business, reviews operating performance and allocates resources.

As of the first quarter, the Company will begin reporting results under four reportable segments which will be Engineered Building Systems, Metal Components, Insulated Metal Panels and Metal Coil Coating. Previously, operating results for the Insulated Metal Panel product line were included in the Metal Components segment. In addition, CENTRIA’s coil coating operations, which have also been included in the Metal Components segment since the Company’s acquisition of CENTRIA in January 2015, will now be reported within the Metal Coil Coating segment. The Company will begin reporting its financial results under the new reportable segments with the filing of its Form 10-Q for the quarter ending January 28, 2018.

The NCI recast of historical financial results for changes to reportable business segments includes Adjusted EBITDA and Adjusted Operating Income (Loss), which are non-GAAP financial measures. Adjusted EBITDA excludes restructuring and impairment charges, strategic development and acquisition related costs, gain from bargain purchase, gain (loss) on sale of assets and asset recovery, goodwill impairment, share-based compensation, gain on insurance recovery and unreimbursed business interruption costs. Adjusted Operating Income (Loss) excludes restructuring and impairment charges, strategic development and acquisition related costs, gain (loss) on sale of assets and asset recovery, goodwill impairment, gain on insurance recovery and unreimbursed business interruption costs. Adjusted EBITDA is calculated based on the terms contained in NCI’s term loan credit agreement.

Adjusted EBITDA and Adjusted Operating Income (Loss) are measures used by management and, therefore, provided to investors to provide comparability between periods of underlying operational results. Adjusted EBITDA and Adjusted Operating Income (Loss) should not be considered in isolation or as substitutes for net income, operating income (loss), or revenue determined in accordance with generally accepted accounting principles in the United States. The non-GAAP financial measures and reconciliations thereof to the most directly comparable measures prepared in accordance with generally accepted accounting principles are included in the NCI recast of historical financial results for changes to reportable business segments furnished as Exhibit 99.1 hereto.

The information in Items 2.02 and 7.01, and in Exhibit 99.1 which are attached to this Form 8-K are furnished to, but 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 in the event that 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.

NCI BUILDING SYSTEMS INC ExhibitEX-99.1 2 a201802288kexhibit991.htm EXHIBIT 99.1 Exhibit NCI Building Systems,…To view the full exhibit click here
About NCI BUILDING SYSTEMS, INC. (NYSE:NCS)
NCI Building Systems, Inc. is a manufacturer and marketer of metal products for the non-residential construction industry. The Company operates through three segments: engineered building systems, metal components and metal coil coating. The metal coil coating segment consists of cleaning, treating, painting and slitting continuous steel coils before the steel is fabricated for use by construction and industrial users. The metal components segment products include metal roof and wall panels, doors, metal partitions, metal trim, insulated panels and other related accessories. The engineered building systems segment includes the manufacturing of main frames, Long Bay Systems, and engineering and drafting. It sells engineered building systems brand names: Metallic, Mid-West Steel, A & S, All American, Mesco, Star, Ceco, Robertson, Garco, Heritage and SteelBuilding.com. The Company operates approximately 40 manufacturing facilities in the United States, Mexico and China.