<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------------
FORM 8-K/A
AMENDMENT NO. 2
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
---------------
AUGUST 5, 1998
(Date of Report)
NCI BUILDING SYSTEMS, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 0-19885 76-0127701
(State or other (Commission (I.R.S. Employer
jurisdiction of File Number) Identification No.)
incorporation)
7301 FAIRVIEW
HOUSTON, TEXAS 77041
(Address of principal executive offices)
(713) 466-7788
(Registrant's telephone number,
including area code)
<PAGE> 2
The Pro Forma Condensed Combined Statement of Income for the Six Months
Ended April 30, 1998 included in the Registrant's Form 8-K/A dated July 19, 1998
erroneously reflected seven months of operations of Amatek Holdings, Inc.
("Amatek") rather than the six months indicated and contained certain
computational errors. In addition, the Pro Forma Condensed Combined Balance
Sheet as of April 30, 1998 also has been revised to reflect the Amatek balance
sheet as of the end of the corrected period. Accordingly, the Registrant
hereby files this Form 8-K/A, Amendment No. 2, in order to file the corrected
Pro Forma Financial Information relating to the Registrant's acquisition of
Amatek.
ITEM 7: FINANCIAL STATEMENTS AND EXHIBITS
(b) Pro Forma Financial Information.
The following unaudited Pro Forma Financial
Information of NCI Building Systems, Inc. is attached
hereto and made a part hereof:
(i) Pro Forma Condensed Combined Balance
Sheet (Unaudited) as of April 30,
1998
(ii) Pro Forma Condensed Combined
Statement of Income (Unaudited) for
the Twelve Months Ended October 31,
1997
(iii) Pro Forma Condensed Combined
Statement of Income (Unaudited) for
the Six Months Ended April 30, 1998
(iv) Notes to Unaudited Pro Forma
Condensed Combined Financial
Statements
<PAGE> 3
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, Vice President and
Chief Financial Officer
Dated: August 5, 1998
2
<PAGE> 4
NCI BUILDING SYSTEMS INC.
UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET
APRIL 30, 1998
(IN THOUSANDS)
<TABLE>
<CAPTION>
Pro Forma
NCI AHI AHI AHI Acquisition Pro Forma
ASSETS Historical Historical Adjustments Adjusted Adjustments Combined
---------- ---------- ----------- -------- ----------- ---------
<S> <C> <C> <C> <C> <C> <C>
Current Assets:
Cash and cash equivalents 37,972 1,345 (1,345) B - (27,800) C 10,172
Accounts receivable, net 35,954 49,636 49,636 85,590
Inventory, net 40,725 48,536 48,536 89,261
Deferred income taxes 3,462 1,186 1,186 4,648
Prepaid expenses 1,233 3,419 3,419 4,652
--------------------------------------------------------------- ---------
Total current assets 119,346 104,122 (1,345) 102,777 (27,800) 194,323
Property, plant and equipment 74,381 145,051 145,051 219,432
Accumulated depreciation (22,623) (41,088) (41,088) (63,711)
--------------------------------------------------------------- ---------
51,758 103,963 - 103,963 - 155,721
Goodwill 20,361 13,612 13,612 391,000 C 424,973
Capitalized debt issue costs - - - 10,822 K 10,822
Investment in and advances to DOUBLECOTE - 19,415 19,415 19,415
Other assets 5,237 5,871 5,871 11,108
--------------------------------------------------------------- ---------
Total assets 196,702 246,983 (1,345) 245,638 374,022 816,362
=============================================================== ==========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities:
Current portion of long-term debt 47 - - 22,500 E 22,547
Accounts payable 14,993 9,288 9,288 24,281
Accrued expenses 13,658 11,526 11,526 11,204 C 36,388
Accrued income taxes (662) 4,854 4,854 4,192
--------------------------------------------------------------- ---------
Total current liabilities 28,036 25,668 - 25,668 33,704 87,408
Long-term debt, non-current portion 1,653 - - 517,500 E 519,153
Deferred income taxes 2,596 10,588 10,588 13,184
Shareholders' equity:
Common stock 83 182,172 182,172 (182,165) F 90
Additional paid-in capital 55,262 4,380 4,380 27,813 F 87,455
Retained earnings 109,072 24,175 (1,345) B 22,830 (22,830) F 109,072
--------------------------------------------------------------- ---------
Total shareholders' equity 164,417 210,727 (1,345) 209,382 (177,182) 196,617
--------------------------------------------------------------- ---------
Total liabilities and shareholders' equity 196,702 246,983 (1,345) 245,638 374,022 816,362
=============================================================== ==========
</TABLE>
<PAGE> 5
NCI BUILDING SYSTEMS INC.
UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF INCOME
(IN THOUSANDS, EXCEPT FOR SHARE DATA)
<TABLE>
<CAPTION>
TWELVE MONTHS ENDED OCTOBER 31, 1997
-------------------------------------------------------------
HISTORICAL Pro Forma
------------------------- Acquisition ProForma
NCI AHI Adjustments Combined
--------- --------- ----------- ---------
<S> <C> <C> <C> <C>
Revenue $ 407,751 $ 407,967 $ - $ 815,718
Cost of sales 299,407 312,329 - 611,736 D
--------- --------- --------- ---------
Gross profit 108,344 95,638 - 203,982
Operating expenses 66,055 36,637 9,775 G 108,721 D
(3,746) G
--------- --------- --------- ---------
Income from operations 42,289 59,001 (6,029) 95,261
Equity income in DOUBLECOTE - 83 - 83
Nonrecurring gain - 3,284 - 3,284
Interest expense (163) - (42,050) H (44,377)
(2,164) H
Other income 1,999 2,019 (1,390) I 2,628
--------- --------- --------- ---------
Income before taxes 44,125 64,387 (51,633) 56,879
Tax provision 16,238 24,647 (15,488) J 25,397
--------- --------- --------- ---------
Net income $ 27,887 $ 39,740 $ (36,145) $ 31,482
========= ========= ========= =========
-
Weighted average shares - basic 16,127 - 1,400 17,527
Weighted average shares - diluted 17,085 - 1,400 18,485
========= =========
Net income per share - basic 1.73 - - 1.80
Net income per share - diluted $ 1.64 - - $ 1.71
========= =========
</TABLE>
<PAGE> 6
NCI BUILDING SYSTEMS INC.
UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF INCOME
(IN THOUSANDS, EXCEPT FOR SHARE DATA)
<TABLE>
<CAPTION>
SIX MONTHS ENDED APRIL 30, 1998
-------------------------------------------------------------
HISTORICAL Pro Forma
------------------------- Acquisition ProForma
NCI AHI Adjustments Combined
--------- --------- ----------- ---------
<S> <C> <C> <C> <C>
Revenue $ 192,672 $ 198,432 $ - $ 391,104
Cost of sales 140,621 152,286 - 292,907 D
--------- --------- ---------- ---------
Gross profit 52,051 46,146 - 98,197
Operating expenses 34,030 19,458 4,888 G 56,523 D
(1,853) G
--------- --------- ---------- ---------
Income from operations 18,021 26,688 (3,035) 41,674
Equity income in DOUBLECOTE - 14 - 14
Nonrecurring gain - 3,284 - 3,284
Interest expense (84) - (21,025) H (22,191)
(1,082) H
Other income 1,492 761 (695) I 1,558
--------- --------- ---------- ---------
Income before taxes 19,429 30,747 (25,837) 24,339
Tax provision 6,981 11,191 (7,751) J 10,421
--------- --------- ---------- ---------
Net income $ 12,448 $ 19,556 $ (18,086) $ 13,918
========= ========= ========== =========
-
Weighted average shares - basic 16,390 - 1,400 17,790
Weighted average shares - diluted 17,386 - 1,400 18,786
========= =========
Net income per share - basic .76 - - .78
Net income per share - diluted $ .72 - - $ .74
========= =========
</TABLE>
<PAGE> 7
NCI BUILDING SYSTEMS, INC.
NOTES TO UNAUDITED PRO FORMA CONDENSED
COMBINED FINANCIAL STATEMENTS
(A) BASIS OF PRESENTATION - The Unaudited Pro Forma Condensed Combined
financial statements are presented to give pro forma effect to the
acquisition of Amatek Holdings, Inc. and Subsidiaries (AHI).
The purchase method of accounting has been used in preparing the Unaudited
Pro Forma Condensed Combined Financial Statements of NCI Building Systems,
Inc. (the Company) with respect to the acquisition of AHI. The Unaudited
Pro Forma Condensed Combined Statements of Income for the 6 months ended
April 30, 1998 and fiscal year ended October 31, 1997 combines the results
of operations for the Company's 6 months ended April 30, 1998 and fiscal
year ended October 31, 1997 with AHI's results for the 6 months ended March
31,1998 and fiscal year ended December 31, 1997, respectively. The
Unaudited Pro Forma Condensed Combined Balance Sheet as of April 30, 1998
combines the balance sheet of the Company as of April 30, 1998 with AHI's
balance sheet as of March 31, 1998. The Unaudited Pro Forma Condensed
Combined Statements of Income give effect to the AHI acquisition as if it
had occurred on November 1, 1996. The Unaudited Pro Forma Condensed
Combined Balance Sheet gives effect to the AHI acquisition as if it had
occurred on April 30, 1998. Purchase accounting values have been assigned
on a preliminary basis and will be adjusted upon the completion of a
valuation study. Management does not expect such adjustments to be
material.
Due to the different fiscal year ends of the Company and AHI as discussed
above, AHI's results of operations for the three months ended December 31,
1997 are included in both the Unaudited Pro Forma Condensed Combined
Statements of Income for the six months ended April 30, 1998 and fiscal
year ended October 31, 1997, and AHI's results of operations for the month
ended April 30, 1998 are excluded from the Unaudited Pro Forma Condensed
Combined Statement of Income for the six months ended April 30, 1998.
AHI's revenues and net income for the three months ended December 31, 1997
were $111.5 million and $13.6 million, respectively, which includes a
nonrecurring pre-tax gain of $3.3 million from insurance recoveries related
to a plant fire. AHI's revenues and net loss for the month ended April 30,
1998 were $34.4 million and $6.3 million, which includes a nonrecurring
pre-tax charge related to the acquisition of $8.6 million for payments to
certain AHI management required due to change in control of AHI.
In June 1998, the Company's Board of Directors approved a two-for-one
common stock split effective for shareholders of record on July 8, 1998.
Share and per share amounts have been restated to reflect the stock split.
(B) The unaudited condensed balance sheet for AHI as of March 31, 1998 has been
adjusted to exclude cash not acquired as subject to the stock purchase
agreement.
(C) To reflect the purchase of AHI for consideration of $550.0 million in cash
plus 1,400,000 shares of Company common stock valued at $32.2 million
issued to AHI employees to replace the management incentive plan in place
at AHI. In addition, there are estimated to be $17.8 million in transaction
costs. Goodwill has been preliminarily calculated as follows:
Purchase Price
Cash $550,000
Equity issued 32,200
Estimated transaction costs 17,800
Less: Net assets acquired 209,000
--------
Goodwill $391,000
(D) Anticipated synergies and cost savings resulting from internal rather than
third party coating of NCI products, plant consolidations, sales and
marketing consolidation, purchasing efficiencies and administrative cost
savings and efficiencies of approximately $15 million annually has not been
reflected in the above unaudited pro forma condensed combined financial
statements.
(E) For purposes of the unaudited pro forma condensed combined balance sheet,
the proceeds for the AHI acquisition were assumed to have been provided
with $27.8 million of available cash and additional borrowings as follows:
AHI net assets acquired,
plus excess of purchase price over net assets $600,000
Less:
Excess cash used to fund acquisition 27,800
Equity issued 32,200
--------
$540,000
Current portion $ 22,500
Long-term portion $517,500
<PAGE> 8
NCI BUILDING SYSTEMS, INC.
NOTES TO UNAUDITED PRO FORMA CONDENSED
COMBINED FINANCIAL STATEMENTS
(F) To record the elimination of the AHI stock acquired, offset by the impact
on shareholders' equity of the additional 1,400,000 shares of Company
common stock issued to certain officers and employees of AHI in exchange
for their interests in AHI's management incentive plan.
(G) To record additional amortization expense associated with the goodwill
generated from the AHI acquisition (assigned useful life of 40 years),
offset by elimination of a management incentive charge incurred by AHI on a
historical basis.
(H) To record additional interest expense and amortization of debt issuance
costs related to debt incurred in connection with the acquisition of AHI.
(I) To eliminate daily cash investment interest income for the
portion of the Company's excess cash utilized for the acquisition.
(J) To record the tax effect on the pro forma adjustments.
(K) To record cost related to the issuance of debt, as discussed in Note (E).
