-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, L9BUQP5TlE9kZ8gohSdDrjfdtgNjrlX3TaEo6SipnBMoNFiU6PGlNZTPjPdDiaqB df8wIZF8rOd6CHy/jfA4mA== 0000950134-03-012303.txt : 20030828 0000950134-03-012303.hdr.sgml : 20030828 20030827204234 ACCESSION NUMBER: 0000950134-03-012303 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20030827 ITEM INFORMATION: ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20030828 FILER: COMPANY DATA: COMPANY CONFORMED NAME: NCI BUILDING SYSTEMS INC CENTRAL INDEX KEY: 0000883902 STANDARD INDUSTRIAL CLASSIFICATION: PREFABRICATED METAL BUILDINGS & COMPONENTS [3448] IRS NUMBER: 760127701 STATE OF INCORPORATION: DE FISCAL YEAR END: 1031 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-14315 FILM NUMBER: 03869594 BUSINESS ADDRESS: STREET 1: 10943 NORTH SAM HOUSTON PARKWAY W CITY: HOUSTON TEXAS STATE: TX ZIP: 77041 BUSINESS PHONE: 7134667788 MAIL ADDRESS: STREET 1: 7301 FAIRVIEW STREET 2: P O BOX 40220 CITY: HOUSTON STATE: TX ZIP: 77041 FORMER COMPANY: FORMER CONFORMED NAME: NATIONAL COMPONENTS INCORPORATED DATE OF NAME CHANGE: 19600201 8-K 1 d08760e8vk.txt FORM 8-K 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 AUGUST 27, 2003 (Date of Report) NCI BUILDING SYSTEMS, INC. (Exact name of registrant as specified in its charter) DELAWARE 1-14315 76-0127701 (State or other (Commission (I.R.S. Employer jurisdiction of File Number) Identification No.) incorporation) 10943 NORTH SAM HOUSTON PARKWAY WEST HOUSTON, TEXAS 77064 (Address of principal executive offices) (281) 897-7788 (Registrant's telephone number, including area code) ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS. (c) Exhibits. The following exhibits are filed with this Form 8-K: 99 Press Release issued by NCI Building Systems, Inc. on August 27, 2003 ITEM 12. RESULTS OF OPERATIONS AND FINANCIAL CONDITION. The information in this Form 8-K is being furnished and shall not be deemed "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section. The information in this Form 8-K shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended. On August 27, 2003, NCI Building Systems, Inc. issued a press release announcing its financial results for the quarter ended August 2, 2003. A copy of the press release is attached hereto as Exhibit 99. 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. (Registrant) By: /s/ Robert J. Medlock -------------------------------------- Robert J. Medlock, Executive Vice President and Chief Financial Officer Dated: August 27, 2003 INDEX TO EXHIBITS Exhibit Number Description - -------------- ----------- 99 Press Release issued by NCI Building Systems, Inc. on August 27, 2003 EX-99 3 d08760exv99.txt PRESS RELEASE EXHIBIT 99 [NCI Letterhead] Contact: Robert J. Medlock Executive Vice President & Chief Financial Officer (281) 897-7788 NCI BUILDING SYSTEMS REPORTS THIRD-QUARTER EARNINGS AHEAD OF GUIDANCE AT $0.36 PER DILUTED SHARE ---------- ESTABLISHES EARNINGS GUIDANCE FOR THE FOURTH QUARTER HOUSTON (AUGUST 27, 2003) - NCI Building Systems, Inc. (NYSE: NCS) today announced earnings of $0.36 per diluted share for the three months ended August 2, 2003, compared with the Company's established guidance for the quarter in a range of $0.32 to $0.35 per diluted share. NCI's sales for the third quarter of fiscal 2003 were $236.3 million versus $257.8 million for the third quarter of fiscal 2002, and net income was $6.8 million for the latest quarter compared with $12.6 million, or $0.67 per diluted share, for the same period in fiscal 2002. Sales for the first nine months of fiscal 2003 were $643.3 million compared with $699.6 million for the first nine months of fiscal 2002. Net income was $12.7 million, or $0.67 per diluted share, for the first nine months of fiscal 2003 versus a net loss of $44.6 million, or $2.39 per diluted share, for the comparable period in fiscal 2002, which included a charge to earnings resulting from a change in accounting principle of $65.1 million or $3.49 per diluted share. Johnie Schulte, Jr., President and Chief Executive Officer, commented, "We were again pleased with NCI's relative financial and operating performance for the third quarter of fiscal 2003, which slightly exceeded our expectations. Although our comparable-quarter results demonstrate that demand has remained slow in the nonresidential construction business, NCI benefited from the expected seasonal increase in construction activity. This increase enabled the Company to improve its operating results compared with the second quarter of fiscal 2003, more than tripling the second quarter's net income of $2.0 million or $0.11 per diluted share. As we have experienced throughout fiscal 2003, our profitable operations and substantial cash flow are in contrast to many of our industry peers. In addition, we continued to strengthen our financial position through a further reduction in long-term debt of nearly $25 million during the third quarter, improving our debt to total capital at the quarter's end to 45.0% from 49.0% at the end of fiscal 2002." A.R. Ginn, Chairman of the Board, added, "While NCI is not immune to the impact of the lackluster nonresidential construction market, it has performed well compared with its industry peers because of its continuing focus on low cost operations, outstanding customer service, product innovations and broad product line. As a result, we have consistently increased our market share in spite of the difficult operating environment of the past two years, which we expect will position the Company well for any market recovery. - MORE - NCI Building Systems Reports Third-Quarter Results Page 2 August 27, 2003 - -------------------------------------------------------------------------------- "In addition to debt reduction, we have used our cash flow to launch new initiatives both to enhance our sales and improve our efficiency. The investment in our new frame plant in Lexington, Tennessee, which is on schedule for a fourth-quarter opening, is an example of the latter category, not only because of the increased operating efficiencies we expect it to provide, but also because it will enable us to close a less efficient plant. Recent initiatives to improve sales include the acquisition of our fifth NCI Metal Depot retail store in Baytown, Texas. In addition we opened our sixth retail store during July, which is our flagship store located in Waller, Texas. A logical extension of our leadership position in the metal construction industry, NCI Metal Depot stores enable us to provide a wide range of commercial and residential metal components and accessories, as well as a variety of small metal building packages, directly to do-it-yourselfers, farmers and small contractors, which are markets not normally served by our other distribution channels. "While we believe that NCI's fourth-quarter results will again benefit from seasonal volume, industry data and our experience indicate the nonresidential construction market continued to contract through the first half of calendar 2003 compared with the prior year. Based on NCI's performance to date for fiscal 2003, we are confident of the Company's ability to continue outperforming the metal construction segment of the overall industry during our fourth quarter. However, with no sustained signs of improved industry demand, we continue to temper our guidance, with expectations of earnings per diluted share in a range of $0.40 to $0.43 for our last quarter of fiscal 2003. Although our short-term earnings visibility beyond the current fiscal year is limited, we remain well positioned to withstand the continuing challenges of this economic cycle, both on an absolute basis and relative to our industry peers, and to profitably leverage any significant improvement in the cycle." NCI Building Systems, Inc. is one of North America's largest integrated manufacturers of metal products for the nonresidential building industry. The Company operates manufacturing and distribution facilities located in 16 states and Mexico. Some statements contained in this release are "forward-looking" statements, as defined in the Private Securities Litigation Reform Act of 1995. Actual performance of the Company may differ from that projected in such statements as a result of factors such as industry cyclicality and seasonality, adverse weather conditions, fluctuations in customer demand and order patterns, raw material pricing, competitive activity and pricing pressure and general economic conditions affecting the construction industry. Investors should refer to statements regularly filed by the Company in its annual report to the Securities and Exchange Commission on Form 10-K, its quarterly reports to the SEC on Form 10-Q and its current reports to the SEC on Form 8-K and other filings with the SEC for a discussion of factors which could affect the Company's operations and forward-looking statements made in this communication. The Company expressly disclaims any obligation to release publicly any updates or revisions to these forward-looking statements to reflect any changes in expectations. - MORE - NCI Building Systems Reports Third-Quarter Results Page 3 August 27, 2003 - -------------------------------------------------------------------------------- NCI BUILDING SYSTEMS, INC. STATEMENTS OF INCOME (UNAUDITED) (IN THOUSANDS, EXCEPT PER SHARE DATA)
THREE MONTHS ENDED NINE MONTHS ENDED AUGUST 2, AUGUST 3, AUGUST 2, AUGUST 3, 2003 2002 2003 2002 ------------ ------------ ------------ ------------ Sales $ 236,262 $ 257,837 $ 643,324 $ 699,626 Cost of sales 182,954 196,422 504,535 547,147 ------------ ------------ ------------ ------------ Gross profit 53,308 61,415 138,789 152,479 Selling, general and administrative expenses 37,107 37,094 103,536 103,943 ------------ ------------ ------------ ------------ Income from operations 16,201 24,321 35,253 48,536 Interest expense (4,939) (5,137) (14,698) (16,846) Other income, net 36 1,229 739 1,665 ------------ ------------ ------------ ------------ Income before income taxes and cumulative effect of change in accounting principle 11,298 20,413 21,294 33,355 Provision for income taxes 4,470 7,843 8,606 12,878 ------------ ------------ ------------ ------------ Income before cumulative effect of change in accounting principle 6,828 12,570 12,688 20,477 Cumulative effect of change in accounting principle, net of tax -- -- -- (65,087) ------------ ------------ ------------ ------------ Net income (loss) $ 6,828 $ 12,570 $ 12,688 $ (44,610) ============ ============ ============ ============ Basic: Income before cumulative effect of change in accounting principle $ 0.36 $ 0.68 $ 0.68 $ 1.11 Cumulative effect of change in accounting principle, net of tax -- -- -- (3.53) ------------ ------------ ------------ ------------ Net income (loss) $ 0.36 $ 0.68 $ 0.68 $ (2.42) ============ ============ ============ ============ Diluted: Income before cumulative effect of change in accounting principle $ 0.36 $ 0.67 $ 0.67 $ 1.10 Cumulative effect of change in accounting principle, net of tax -- -- -- (3.49) ------------ ------------ ------------ ------------ Net income (loss) $ 0.36 $ 0.67 $ 0.67 $ (2.39) ============ ============ ============ ============ Average shares outstanding Basic 18,836 18,603 18,769 18,466 Diluted 18,951 18,780 18,921 18,651
- MORE - NCI Building Systems Reports Third-Quarter Results Page 4 August 27, 2003 - -------------------------------------------------------------------------------- NCI BUILDING SYSTEMS, INC. STATEMENTS OF INCOME (UNAUDITED) (IN THOUSANDS, EXCEPT PER SHARE DATA) (CONTINUED)
THREE MONTHS ENDED NINE MONTHS ENDED AUGUST 2, AUGUST 3, AUGUST 2, AUGUST 3, 2003 2002 2003 2002 ---------- ---------- ---------- ---------- Decrease in sales (8.4)% (8.0)% Decrease in diluted earnings per share before cumulative effect of change in accounting principle (46.3)% (39.1)% Gross profit percentage 22.6% 23.8% 21.6% 21.8% Selling, general and administrative expense percentage 15.7% 14.4% 16.1% 14.9% Income from operations percentage 6.9% 9.4% 5.5% 6.9%
- MORE - NCI Building Systems Reports Third-Quarter Results Page 5 August 27, 2003 - -------------------------------------------------------------------------------- NCI BUILDING SYSTEMS, INC. COMPUTATION OF EARNINGS BEFORE TAXES, INTEREST, DEPRECIATION, AMORTIZATION AND OTHER NONCASH ITEMS ("ADJUSTED EBITDA") (UNAUDITED) (IN THOUSANDS)
TRAILING 12 MONTHS ----------------------------- AUGUST 2, AUGUST 3, 2003 2002 ------------ ------------ Net income (loss) $ 24,057 $ (39,270) Add: Provision for income taxes 15,698 18,937 Interest expense 18,491 23,583 Depreciation and amortization 23,072 27,312 401(k) noncash contributions 3,697 3,452 Cumulative effect of change in accounting principle, net of tax -- 65,087 Noncash writedown of real estate, net of tax -- 1,330 ------------ ------------ Adjusted EBITDA(1) $ 85,015 $ 100,431 ============ ============
(1) The Company discloses adjusted EBITDA because it is a widely accepted financial indicator in the metal construction industry of a company's ability to finance its operations and meet its growth plans. This measure is also used by NCI internally to make acquisition and investment decisions. - MORE - NCI Building Systems Reports Third-Quarter Results Page 6 August 27, 2003 - -------------------------------------------------------------------------------- NCI BUILDING SYSTEMS, INC. CONDENSED BALANCE SHEETS (UNAUDITED) (IN THOUSANDS)
AUGUST 2, NOVEMBER 2, 2003 2002 ------------ ------------ ASSETS Cash $ 4,272 $ 9,530 Accounts receivable, net 90,807 94,956 Inventories 65,125 68,445 Deferred taxes 7,448 7,448 Prepaids 7,184 6,129 ------------ ------------ Total current assets 174,836 186,508 ------------ ------------ Property, net 204,193 205,334 Excess of cash over fair value of acquired net assets 318,247 318,247 Other assets 9,512 11,176 ------------ ------------ Total assets $ 706,788 $ 721,265 ============ ============ LIABILITIES AND SHAREHOLDERS' EQUITY Current portion of long-term debt $ 6,250 $ 6,250 Accounts payable 49,338 49,012 Accrued expenses 49,689 51,089 ------------ ------------ Total current liabilities 105,277 106,351 ------------ ------------ Long-term debt, noncurrent portion 261,463 291,050 Deferred income taxes 20,405 20,405 Equity 319,643 303,459 ------------ ------------ Total liabilities and shareholders' equity $ 706,788 $ 721,265 ============ ============
- MORE - NCI Building Systems Reports Third-Quarter Results Page 7 August 27, 2003 - -------------------------------------------------------------------------------- NCI BUILDING SYSTEMS, INC. STATEMENT OF CONDENSED CASH FLOWS (IN THOUSANDS) (UNAUDITED)
NINE MONTHS ENDED AUGUST 2, AUGUST 3, 2003 2002 ------------ ------------ Cash flows from operating activities: Net income (loss) $ 12,688 $ (44,610) Adjustments to reconcile net income (loss) to net cash provided by operating activities: Cumulative effect of change in accounting principle, net of tax -- 65,087 Depreciation and amortization 17,106 17,148 (Gain) loss on sale of fixed assets 57 (1,241) Provisions for doubtful accounts 3,289 2,361 Deferred income tax provision -- (47) (Increase) decrease in current assets 4,079 (210) Increase (decrease) in current liabilities (1,076) 15,347 ------------ ------------ Net cash provided by operating activities 36,143 53,835 ------------ ------------ Cash flows from investing activities: Proceeds from sale of fixed assets 86 5,779 Capital expenditures (12,518) (7,145) Acquisitions of Able Door and Baytown Depot (4,310) -- Other 1,664 3,074 ------------ ------------ Net cash provided by (used in) investing activities (15,078) 1,708 ------------ ------------ Cash flows from financing activities: Proceeds from stock options exercised 3,378 2,904 Net payments on revolving lines of credit (24,900) (39,850) Payment on long-term debt (4,687) (33,750) Purchase of treasury stock (114) (175) ------------ ------------ Net cash used in financing activities (26,323) (70,871) ------------ ------------ Net decrease in cash (5,258) (15,328) Cash at beginning of period 9,530 21,125 ------------ ------------ Cash at end of period $ 4,272 $ 5,797 ============ ============
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