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: March 11, 2010
NCI BUILDING SYSTEMS, INC.
(Exact name of registrant as specified in its charter)
| |
|
|
|
|
| Delaware
|
|
1-14315
|
|
76-0127701 |
| (State or other jurisdiction of
|
|
(Commission File Number)
|
|
(I.R.S. Employer |
| incorporation)
|
|
|
|
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:
|
|
|
| o |
|
Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
|
|
|
|
| o |
|
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
|
|
|
|
| o |
|
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
|
|
|
|
| o |
|
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 March 9, 2010, NCI Building Systems, Inc. (“NCI”) issued a press release announcing NCI’s
financial results for the quarter ended January 31, 2010. A copy of the press release is attached
as Exhibit 99.1. Also, at 5pm EST, on March 9, 2010, NCI held a
conference call to discuss NCI’s earnings for the first
quarter of fiscal 2010. A transcript of the call is attached as Exhibit 99.2.
NCI’s press release includes Adjusted EBITDA, Adjusted Operating Income (Loss), Adjusted Net
Loss applicable to common shares and Adjusted Diluted Loss Per Common Share which are non-GAAP
financial measures. Adjusted EBITDA, Adjusted Operating Income (Loss), Adjusted Net Loss
applicable to common shares and Adjusted Diluted Loss Per Common Share exclude goodwill and other
asset impairments, debt extinguishment and refinancing costs, lower of cost or market adjustment,
convertible preferred stock beneficial conversion feature, stock-based compensation, restructuring
charges, gain on embedded derivative, asset impairment and transaction 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 Loss applicable to common shares and Adjusted
Diluted Loss Per 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 Loss applicable to common shares and Adjusted
Diluted Loss Per Common Share should not be considered in isolation or as substitutes for operating
income (loss), net loss, debt or earnings per share determined in accordance with generally
accepted accounting principles in the United States.
The
information in this Item 2.02 and Exhibits 99.1 and 99.2 attached to this Form 8-K shall not be
deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (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 March 9, 2010. |
| |
| |
99.2 |
|
|
Transcript
for Conference Call on March 9, 2010. |