<PAGE> 1
FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTER ENDED: July 31, 1999
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COMMISSION FILE NUMBER: 1-14315
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NCI BUILDING SYSTEMS, INC.
------------------------------------------------------------------------------
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
Delaware 76-0127701
------------------------------- -------------------
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
7301 Fairview
Houston, TX 77041
---------------------------------------- ----------
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
(713) 466-7788
--------------------------------------------------
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE
Not Applicable
-------------------------------------------------------------------------
FORMER NAME, FORMER ADDRESS AND FORMER FISCAL YEAR, IF CHANGED SINCE LAST
REPORT.
INDICATE BY CHECK MARK WHETHER THE REGISTRANT (1) HAS FILED ALL
REPORTS REQUIRED TO BE FILED BY SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 DURING THE PRECEDING 12 MONTHS (OR FOR SUCH
SHORTER PERIODS THAT THE REGISTRANT WAS REQUIRED TO FILE SUCH
REPORTS), AND (2) HAS BEEN SUBJECT TO SUCH FILING REQUIREMENTS FOR THE
PAST 90 DAYS. YES X NO
--- ---
APPLICABLE ONLY TO CORPORATE ISSUERS
INDICATE THE NUMBER OF SHARES OUTSTANDING OF EACH OF THE ISSUER'S
CLASSES OF COMMON STOCK, AS OF THE LATEST PRACTICAL DATE.
Common Stock, $.01 Par Value--18,510,725 shares as of July 31, 1999
<PAGE> 2
NCI BUILDING SYSTEMS, INC.
INDEX
<TABLE>
<CAPTION>
PART 1. FINANCIAL STATEMENTS PAGE NO.
<S> <C>
ITEM 1. FINANCIAL STATEMENTS (UNAUDITED)
Consolidated balance sheets 1
July 31, 1999 and October 31, 1998
Consolidated statements of income 2
Three months ended July 31, 1999 and 1998
Consolidated statements of income 3
Nine months ended July 31, 1999 and 1998
Condensed consolidated statements of cash flows 4
Nine months ended July 31, 1999 and 1998
Notes to consolidated financial statements 5-6
July 31, 1999
ITEM 2. Management's Discussion and Analysis of Financial 7-9
Condition and Results of Operations
PART 2. OTHER INFORMATION
ITEM 6. Exhibits and Reports on Form 8-K 10
</TABLE>
<PAGE> 3
NCI BUILDING SYSTEMS, INC.
CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS)
<TABLE>
<CAPTION>
July 31, October 31,
1999 1998
----------- -----------
(Unaudited)
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents $ 5,302 $ 4,599
Accounts receivable, net 102,986 99,261
Inventories 80,963 78,001
Deferred income taxes 6,867 6,495
Prepaid expenses 5,155 4,214
-------- --------
Total current assets 201,273 192,570
Property, plant and equipment, net 194,882 179,500
-------- --------
Excess of costs over fair value of acquired net assets 398,124 413,288
Other assets, primarily investment in joint ventures 43,944 38,179
======== ========
Total assets $838,223 $823,537
======== ========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Current portion of long term debt $ 33,797 $ 31,297
Accounts payable 62,886 62,694
Accrued compensation and benefits 14,050 16,261
Other accrued expenses 35,757 23,925
-------- --------
Total current liabilities 146,490 134,177
-------- --------
Long-term debt, noncurrent portion 410,826 444,477
Deferred income taxes 21,364 21,271
-------- --------
Shareholders' equity:
Common stock 185 181
Additional paid in capital 95,548 89,489
Retained earnings 163,810 133,942
-------- --------
Total shareholders' equity 259,543 223,612
======== ========
Total liabilities and shareholders' equity $838,223 $823,537
======== ========
</TABLE>
See Accompanying Notes to Consolidated Financial Statements
-1-
<PAGE> 4
NCI BUILDING SYSTEMS, INC.
CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)
(IN THOUSANDS, EXCEPT PER SHARE DATA)
<TABLE>
<CAPTION>
Three Months Ended July 31,
1999 1998
--------- ---------
<S> <C> <C>
Sales $ 243,770 $ 229,547
Cost of sales 180,320 168,831
--------- ---------
Gross profit 63,450 60,716
Operating expenses 33,167 30,055
Nonrecurring acquisition expense -- 2,060
--------- ---------
30,283 28,601
Interest expense 8,697 10,223
Other (income) expense (748) (702)
Joint venture (income) expense (127) (230)
--------- ---------
Income before income taxes 22,461 19,310
Provision for income taxes 8,966 8,212
--------- ---------
Income before extraordinary loss 13,495 11,098
Extraordinary loss on debt refinancing, net of tax (1,001) --
--------- ---------
Net income $ 12,494 $ 11,098
========= =========
Net income per common and common equivalent share
Basic
Income before extraordinary loss $ .73 $ .62
Extraordinary loss (.05) --
--------- ---------
Net income $ .68 $ .62
========= =========
Diluted:
Income before extraordinary loss $ .71 $ .58
Extraordinary loss (.05) --
--------- ---------
Net income $ .66 $ .58
========= =========
</TABLE>
See Accompanying Notes to Consolidated Financial Statements
-2-
<PAGE> 5
NCI BUILDING SYSTEMS, INC.
CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)
(IN THOUSANDS, EXCEPT PER SHARE DATA)
<TABLE>
<CAPTION>
Nine Months Ended July 31,
1999 1998
--------- ---------
<S> <C> <C>
Sales $ 675,481 $ 422,219
Cost of sales 503,370 309,452
--------- ---------
Gross profit 172,111 112,767
Operating expenses 96,991 64,084
Nonrecurring acquisition expense -- 2,060
--------- ---------
Income from operations 75,120 46,623
Interest expense 27,636 10,307
Other (income) expense (2,310) (2,177)
Joint venture (income) expense (1,186) (247)
--------- ---------
Income before income taxes 50,980 38,740
Provision for income taxes 21,112 15,194
--------- ---------
Income before extraordinary loss 29,868 23,546
Extraordinary loss on debt refinancing, net of tax (1,001) --
========= =========
Net income $ 28,867 $ 23,546
========= =========
Net income per common and common equivalent share
Basic:
Income before extraordinary loss $ 1.63 $ 1.39
Extraordinary loss (.05) --
--------- ---------
Net income $ 1.58 1.39
========= =========
Diluted:
Income before extraordinary loss $ 1.57 $ 1.31
Extraordinary loss (.05) --
--------- ---------
Net income $ 1.52 $ 1.31
========= =========
</TABLE>
See Accompanying Notes to Consolidated Financial Statements
-3-
<PAGE> 6
NCI BUILDING SYSTEMS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
(IN THOUSANDS)
<TABLE>
<CAPTION>
Nine Months Ended July 31
1999 1998
--------- ---------
<S> <C> <C>
Cash flows from operating activities:
Income before extraordinary loss $ 29,869 $ 23,546
Adjustments to reconcile net income to net cash provided by
operating activities:
Depreciation and amortization 22,060 11,065
(Gain) on sale of fixed assets (128) (16)
Provision for doubtful accounts 1,905
1,868
Extraordinary loss on debt refinancing, net of tax (1,001) --
Deferred income tax provision (279) (188)
Changes in working capital:
Current assets (9,533) 855
Current liabilities 21,089 14,491
--------- ---------
Net cash provided by operating activities $ 63,982 $ 51,621
Cash flows from investing activities:
Purchase of property, plant and equipment (26,757) (7,426)
Acquisition of Metal Building Components, Inc. -- (553,265)
Acquisition of California Finished Metals, Inc. -- (15,458)
Other (6,322) (3,832)
--------- ---------
Net cash used in investing activities (33,079) (579,981)
--------- ---------
Cash flows from financing activities:
Exercise of stock options 952 2,310
Borrowings on line of credit and notes 317,850 578,900
Principal payments on long-term debt and
notes payable (349,002) (80,539)
--------- ---------
Net cash provided by (used in) financing activities (30,200) 500,671
--------- ---------
Net increase (decrease) in cash and cash equivalents $ 703 $ (27,689)
========= =========
</TABLE>
See Accompanying Notes to Consolidated Financial Statements
-4-
<PAGE> 7
NCI BUILDING SYSTEMS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
JULY 31, 1999
NOTE 1 -- BASIS OF PRESENTATION
The accompanying unaudited consolidated financial statements have been prepared
in accordance with generally accepted accounting principles for interim
financial information and with the instructions to Form 10-Q and Article 10 of
Regulation S-X. Accordingly, they do not include all of the information and
footnotes required by generally accepted accounting principles for complete
financial statements. In the opinion of management, all adjustments (consisting
only of normal recurring accruals) considered necessary for a fair presentation
have been included. Operating results for the three-month and nine-month
periods ended July 31, 1999 are not necessarily indicative of the results that
may be expected for the fiscal year ended October 31, 1999.
For further information, refer to the consolidated financial statements and
footnotes thereto included in the Company's Annual Report on Form 10-K for the
fiscal year ended October 31, 1998, filed with the Securities and Exchange
Commission.
NOTE 2 -- INVENTORIES
The components of inventory consist of the following:
<TABLE>
<CAPTION>
July 31, October 31,
1999 1998
-------- -----------
<S> <C> <C>
Raw materials $57,292 $55,190
Work in process and finished goods 23,671 22,811
======= =======
$80,963 $78,001
======= =======
</TABLE>
NOTE 3 -- NET INCOME PER SHARE
Basic earnings per common share is computed by dividing net income by the
weighted average number of common shares outstanding. Diluted earnings per
common share considers the effect of common stock equivalents. The computations
are as follows:
<TABLE>
<CAPTION>
Three Months Ended July 31 Nine Months Ended July 31
1999 1998 1999 1998
-------- ------- -------- -------
<S> <C> <C> <C> <C>
Income before extraordinary loss $ 13,495 $11,098 $ 29,868 $23,546
Add: Interest, net of tax on convertible
debenture assumed converted 17 17 50 50
-------- ------- -------- -------
Adjusted income before
extraordinary loss 13,512 11,115 29,918 23,596
Extraordinary loss on debt refinancing,
net of tax (1,001) -- (1,001) --
-------- ------- -------- -------
Adjusted net income $ 12,511 $11,115 $ 28,917 $23,596
======== ======= ======== =======
Weighted average common shares outstanding 18,452 18,010 18,329 16,930
Add: Common stock equivalents
Stock option plan 563 1,015 679 935
Convertible debentures 100 100 100 100
-------- ------- -------- -------
Weighted average common shares
outstanding, assuming dilution 19,115 19,125 19,108 17,965
======== ======= ======== =======
Basic:
Income before extraordinary loss $ .73 $ .62 $ 1.63 $ 1.39
Extraordinary loss (.05) -- (.05) --
-------- ------- -------- -------
Net income $ .68 $ .62 $ 1.58 $ 1.39
======== ======= ======== =======
Diluted:
Income before extraordinary loss $ .71 $ .58 $ 1.57 $ 1.31
Extraordinary loss (.05) -- (.05) --
-------- ------- -------- -------
Net income $ .66 $ .58 $ 1.52 $ 1.31
======== ======= ======== =======
</TABLE>
-5-
<PAGE> 8
NCI BUILDING SYSTEMS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
July 31, 1999
NOTE 4 - ACQUISITION
On May 4, 1998, the Company acquired Metal Building Components, Inc. ("MBCI")
through the purchase of all of the outstanding capital stock of Amatek
Holdings, Inc. from BTR Australia Limited, a wholly owned subsidiary of BTR
plc, for a purchase price of approximately $589 million, including cash of $550
million (plus transaction costs) and 1.4 million shares of the Company's common
stock valued at $32.2 million. MBCI designs, manufactures, sells and
distributes metal components for commercial, industrial, architectural,
agricultural and residential construction uses. MBCI also processes its own hot
roll coil metal for use in component manufacturing, as well as processing hot
roll coil metal and toll coating light gauge metal for use by other parties in
the construction of metal building components and numerous other products. The
acquisition was accounted for using the purchase method. The excess of cost
over the fair value of the acquired assets was approximately $389 million.
The unaudited pro forma results presented below for the nine months ended July
31, 1998 combine the results of operations for the Company's nine months ended
July 31, 1998 with MBCI's results for the six months ended July 31, 1998. The
unaudited pro forma results of operations are as follows (in thousands, except
per share data):
<TABLE>
<CAPTION>
Nine Months Ended
July 31, 1998
-----------------
<S> <C>
Sales $ 617,914
Net income $ 23,372
Net income per share - basic $ 1.31
Net income per share - diluted $ 1.23
</TABLE>
NOTE 5 - DEBT OFFERING
On May 5, 1999, the Company completed its offering of $125 million of unsecured
Senior Subordinated Notes due 2009 (the "Notes"). The net proceeds of the
offering, approximately $121 million, were used to repay a portion of
outstanding borrowings under the existing senior credit facility. The indenture
governing the Notes provides for interest at 9 1/4%, and the Notes mature on May
1, 2009. The indenture governing the Notes also contains covenants restricting
certain activities and transactions by the Company and its subsidiaries,
including dividends, repurchases of stock, incurrence of additional debt and
liens, investments in non-wholly owned entities or ventures and acquisitions or
mergers, unless certain financial tests and other requirements are met.
As a result of the offering of the Notes, the Company reduced the maximum
available borrowings under its extendable facility (a 364 day revolver under
the existing senior credit facility) from $200 million to $40 million. The
restructuring of the existing senior credit facility resulted in the write-off
of approximately $1.6 million ($1.0 million after tax) in deferred financing
costs.
-6-
<PAGE> 9
NCI BUILDING SYSTEMS, INC.
ITEM 2. -- MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
Results of Operations
THREE MONTHS ENDED JULY 31, 1999 COMPARED TO THREE MONTHS ENDED JULY 31, 1998
Sales in the third quarter of fiscal 1999 increased by $14.2 million, or 6%,
compared to the third quarter of fiscal 1998. Sales in the third quarter came
from increased market penetration in both the engineered building systems and
component segments of the business.
Gross profit in the third quarter increased $2.7 million, or 4%, compared to the
prior year's third quarter. Gross margin percentage declined from 26.5% in the
third quarter of last year to 26.0% in the current year's third quarter. The
increased component segment sales accounted for this decline because gross
margin percentage is lower for the components segment than the engineered
building systems segment.
Operating expenses which consist of engineering, selling and administrative
costs increased by $3.1 million, or 10%, in the current quarter compared to the
same period last year. As a percent of sales, operating expenses were 13.6%
compared to 13.1% a year ago. Both the dollar and percentage increase were
primarily due to increased sales expenses associated with sales efforts which
are expected to increase future sales.
Interest expense decreased by $1.5 million in the current quarter due to a
lower level of outstanding debt compared to the third quarter of 1998. Other
income and joint venture income was not significantly changed from 1998.
Income before income taxes increased by $3.2 million, or 16%, as a result of
the increased sales volume, and lower interest cost in the current quarter
compared to the prior third quarter of 1998. As a percent of sales, income
before taxes was 9.2% in the current quarter compared to 8.4% in the same
quarter a year ago. The increase was primarily from the interest expense
reduction and the elimination of the nonrecurring acquisition expense charge in
the third quarter of 1998.
The extraordinary loss on refinancing of debt resulted from the issuance of the
$125 million of senior subordinated notes in May 1999 which was used to repay
bank indebtedness. The portion of the debt financing costs incurred in
connection with this permanent reduction in the bank facility was written off
at the time of the refinancing.
NINE MONTHS ENDED JULY 31, 1999 COMPARED TO THE NINE MONTHS ENDED JULY 31, 1998
Sales for the nine months ended July 31, 1999 increased by $253.3 million, or
60% compared to the nine months ended July 31, 1998. The majority of this
increase was due to the MBCI acquisition which was completed in the beginning
of the third quarter last year. On a pro forma basis, sales increased
approximately 9% in the current nine month period compared to the same period
in 1998.
Gross profit increased by $59.3 million, or 53% in the current nine months. As
a percent of sales, gross margin declined from 26.7% last year to 25.5% in the
nine month period ended July 31, 1999. This decline resulted from the increased
sale of components compared to engineered building systems which has a lower
gross margin percentage than engineered building systems.
Operating expenses increased by $32.9 million, or 51%. This increase resulted
primarily from the inclusion of MBCI in 1999. As a percent of sales, operating
expenses were 14.4% in 1999 compared to 15.2% in the prior year. This
improvement resulted from the spreading of fixed costs over a larger sales base
and the lower operating expense levels in components as compared to engineered
building systems.
Interest expense increased by $17.3 million in 1999 as a result of the debt
incurred to finance the MBCI acquisition which was outstanding for nine months
in 1999 compared to three months in 1998. Joint venture income increased by $.9
million primarily because of the inclusion of MBCI's joint venture operation
for the full nine month period included in 1999 as opposed to the three month
period in 1998 that included MBCI.
-7-
<PAGE> 10
LIQUIDITY AND CAPITAL RESOURCES
At July 31, 1999, the Company had working capital of $54.8 million compared to
$58.4 million at October 31, 1998. The decrease in working capital resulted
primarily from an increase of current liabilities including the payment of
accrued expenses for year end incentive payments in the first quarter, an
increase in trade accounts payable and income tax payments made. During the
first nine months of fiscal 1999, the Company generated $52.4 million in cash
flow from operations before changes in working capital components.
On May 4, 1998, the Company acquired all of the outstanding capital stock of
Amatek Holdings, Inc. from BTR Australia Limited, a wholly owned subsidiary of
BTR plc, for a purchase price of approximately $589 million, including cash of
$550 million (plus transaction costs) and 1.4 million shares of common stock
valued at $32.2 million. The Company financed the acquisition of MBCI by
obtaining a new $600 million senior credit facility from a bank. During fiscal
1998, the facility was reduced by the Company to $540,000,000 to better reflect
future anticipated needs.
Loans bear interest, at the Company's option, as follows: (1) base rate loans
at the base rate plus a margin that from 0% to 0.5% and (2) LIBOR loans at
LIBOR plus a margin that ranges from 0.75% to 2.0%. Base rate is defined as the
higher of NationsBank, N.A. prime rate or the overnight Federal funds rate plus
0.5% and LIBOR is defined as the applicable London interbank offered rate
adjusted for reserves. Based on its current ratios, the Company is paying a
margin of 0.5% on base rate loans and 1.75% on LIBOR loans. The Company
terminated an interest rate swap agreement during the third quarter which
capped interest on LIBOR loans at 5.89% plus the applicable LIBOR margin for
the principal amount of the term loan which was $170.0 million outstanding at
the end of July 1999.
Loans under the five-year revolver mature on July 1, 2003. Loans under the term
loan are payable in successive quarterly installments beginning on October 31,
1998 beginning with $7.5 million and gradually increasing to $12.5 million on
the maturity date. As of July 31, 1999, the Company had $318.0 million
outstanding under the senior credit facility. The 364-day revolver matured on
April 30, 1999 and the Company received a one-year extension of the maturity
date. If the 364-day revolver is not further extended by the lenders, the
Company has the option to convert it to a three-year term note. Borrowing under
the senior credit facility may be prepaid and the voluntary reduction of the
unutilized portion of the five-year revolver may be made at any time, in
certain agreed upon minimum amounts, without premium or penalty but subject to
LIBOR breakage costs. The Company is required to make mandatory prepayments on
the senior credit facility upon the occurrence of certain events, including the
sale of assets and the issuance and sale of equity securities, in each case
subject to certain limitations.
On May 5, 1999, the Company completed its offering of $125 million of senior
subordinated notes which mature on May 1, 2009. The notes have an interest
rate of 9.25%. The net proceed of approximately $121 million were used to
repay bank indebtedness. As a result of the offering, the Company reduced the
maximum available borrowings under the existing 364-day revolver from $200
million to $40 million. At July 31, 1999 excess borrowing capacity would have
been approximately $90 million.
During the first nine months of fiscal 1999, the Company spent $26.8 million in
capital additions for plant expansion, maintenance capital replacements and
betterments and the development of new management information systems. The
Company plans to spend a total of approximately $34.0 million in capital
additions in fiscal 1999. Delays, cancellations or changes in planned projects
could increase or decrease capital spending from the amounts anticipated at the
current time.
Inflation has not significantly affected the Company's financial position or
operations. Metal components and engineered building systems sales are affected
more by the availability of funds for construction than interest rates. No
assurance can be given that inflation or interest rates will not fluctuate
significantly, either or both of which could have an adverse effect on the
Company's operations.
-8-
<PAGE> 11
Liquidity in future periods will be dependent on internally generated cash
flows, the ability to obtain adequate financing for capital expenditures and
expansion when needed and the amount of increased working capital necessary to
support expected growth. Based on current capitalization, it is expected that
future cash flows from operations and the availability of alternative sources
of external financing should be sufficient to provide adequate liquidity for
the foreseeable future.
IMPACT OF THE YEAR 2000 ISSUE
The year 2000 issue is the result of computer programs having been
written using two digits rather than four to define the applicable year. Any
computer programs that have date-sensitive software may recognize a date using
"00" as the year 1900 rather than the year 2000. This could result in a system
failure or miscalculations causing disruptions of operations, including, among
other things, a temporary inability to process transactions, send invoices, or
engage in similar normal business activities.
The Company has conducted a review of its computer systems to identify
the systems that could be affected by the year 2000 issue and is implementing
its plan to attempt to ensure that its management information systems ("MIS")
and computer software are year 2000 compliant. This review is part of the
Company's overall upgrade of its MIS, which is currently in progress and
includes the installation of new systems. As a result, the Company has no
separate budget for year 2000 compliance. Expenses relating to reviewing and
assessing systems are included in historical operating expenses as part of
management information expenses and have not been separately identified.
Management believes that with installation of the new systems, conversion to new
software and modifications to existing software, the year 2000 issue will pose
no significant operational problems for the Company. The Company expects to
complete the MIS upgrade, all new installations, conversions and necessary
systems modifications and conversions by early fall 1999. There can be no
assurance, however, that the Company will be able to install and maintain year
2000 compliant MIS and software. As a contingency plan, the Company is modifying
certain custom code in its existing systems in the event that the new
installation is not completed or is delayed beyond the end of 1999. The Company
believes that the cost of such modification will not exceed $200,000.
To date, the Company has not identified any information technology
assets under the control of the Company that present a material risk of not
being year 2000 ready or for which a suitable alternative cannot be implemented
or is not being implemented. As the Company's MIS upgrade is implemented, the
Company may identify assets that present a risk of a year 2000-related
disruption. It is also possible that such a disruption could have a material
adverse effect on the Company's business, financial condition and results of
operations.
The Company is currently discussing with its vendors and customers
the possibility of any year 2000 interface difficulties that may affect the
Company. The ability of third parties with whom the Company transacts business
to address adequately their year 2000 issue is, however, outside the Company's
control. If any third parties who provide goods or services that are critical
to the Company's business activities fail to appropriately address their year
2000 issues, there could be a material adverse effect on the Company's
business, results of operations and financial condition.
FORWARD LOOKING STATEMENTS
This Form 10-Q contains forward-looking statements concerning the business and
operations of the Company. Although the Company believes that the expectations
reflected in these forward-looking statements are reasonable, these
expectations and the related statements are subject to risks, uncertainties,
and other factors that could cause the actual results to differ materially from
those projected. These risks, uncertainties, and factors include, but are not
limited to, industry cyclicality and seasonality, adverse weather conditions,
fluctuations in customer demand and order patterns, raw material pricing,
competitive activity and pricing pressure, the ability to implement strategic
activities accretive to earnings, and general economic conditions affecting the
construction industry as well as other risks detailed in the Company's filings
with the Securities and Exchange Commission,including its annual report on Form
10-K for the year ended October 31, 1998. The Company expressly disclaims any
obligation to release publicly any updates or revisions to these
forward-looking statements to reflect any change in its expectations.
-9-
<PAGE> 12
NCI BUILDING SYSTEMS, INC.
PART II. OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) EXHIBITS
27 Financial Data Schedule
(b) REPORTS ON FORM 8-K
Current Report on Form 8-K dated May 10, 1999 and filed with the
Securities and Exchange Commission on May 10, 1999 relating to the
closing of a private offering of 9 1/4% senior subordinated notes due
2009.
Current Report on Form 8-K/A, Amendment No. 1, dated June 25, 1999
and filed with the Securities and Exchange Commission amending the
Company's Current Report on Form 8-K dated June 24, 1998 and filed
with the Securities and Exchange Commission on July 9, 1998, both of
which filings relate to the Company's shareholder rights plan.
-10-
<PAGE> 13
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)
Date: September 14, 1999 /s/ ROBERT J. MEDLOCK
--------------------------------
Robert J. Medlock
Executive Vice President and
Chief Financial Officer
-11-
<PAGE> 14
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit
No. Description
- ------- -----------
<S> <C>
27 Financial Data Schedule
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> OCT-31-1999
<PERIOD-START> NOV-01-1998
<PERIOD-END> JUL-31-1999
<CASH> 5,302
<SECURITIES> 0
<RECEIVABLES> 106,672
<ALLOWANCES> 3,686
<INVENTORY> 80,963
<CURRENT-ASSETS> 201,273
<PP&E> 232,313
<DEPRECIATION> 37,311
<TOTAL-ASSETS> 838,223
<CURRENT-LIABILITIES> 146,490
<BONDS> 0
0
0
<COMMON> 185
<OTHER-SE> 259,358
<TOTAL-LIABILITY-AND-EQUITY> 838,223
<SALES> 675,481
<TOTAL-REVENUES> 675,481
<CGS> 503,370
<TOTAL-COSTS> 503,370
<OTHER-EXPENSES> 96,991
<LOSS-PROVISION> 1,905
<INTEREST-EXPENSE> 27,636
<INCOME-PRETAX> 50,980
<INCOME-TAX> 21,112
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> (1,001)
<CHANGES> 0
<NET-INCOME> 28,867
<EPS-BASIC> 1.58
<EPS-DILUTED> 1.52
</TABLE>
