<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: April 30, 1999
---------------
COMMISSION FILE NUMBER: 1-14315
--------
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--18,375,376 shares as of April 30, 1999
<PAGE> 2
NCI BUILDING SYSTEMS, INC.
INDEX
<TABLE>
<CAPTION>
PART 1. FINANCIAL STATEMENTS PAGE NO.
<S> <C> <C>
ITEM 1. FINANCIAL STATEMENTS (UNAUDITED)
Consolidated balance sheets 1
April 30, 1999 and October 31, 1998
Consolidated statements of income 2
Three months ended April 30, 1999 and 1998
Consolidated statements of income 3
Six months ended April 30, 1999 and 1998
Condensed consolidated statements of cash flows 4
Six months ended April 30, 1999 and 1998
Notes to consolidated financial statements 5-6
April 30, 1999
ITEM 2. Management's Discussion and Analysis of Financial 7-10
Condition and Results of Operations
PART 2. OTHER INFORMATION
ITEM 4. Submission of Matters to a Vote of Security
Holders 11
ITEM 6. Exhibits and Reports on Form 8-K 11
</TABLE>
<PAGE> 3
NCI BUILDING SYSTEMS, INC.
CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS)
<TABLE>
<CAPTION>
April 30, October 31,
1999 1998
--------------------- ----------------------
(Unaudited)
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents $ 3,273 $ 4,599
Accounts receivable, net 96,361 99,261
Inventories 82,122 78,001
Deferred income taxes 6,867 6,495
Prepaid expenses 4,953 4,214
--------------------- ----------------------
Total current assets 193,576 192,570
Property, plant and equipment, net 189,932 179,500
--------------------- ----------------------
Excess of costs over fair value of acquired net assets 401,160 413,288
Other assets, primarily investment in joint ventures 42,023 38,179
--------------------- ----------------------
Total assets $ 826,691 $ 823,537
===================== ======================
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Current portion of long term debt $ 33,797 $ 31,297
Accounts payable 50,480 62,694
Accrued compensation and benefits 9,543 16,261
Other accrued expenses 28,261 23,925
--------------------- ----------------------
Total current liabilities 122,081 134,177
--------------------- ----------------------
Long-term debt, noncurrent portion 438,401 444,477
Deferred income taxes 21,374 21,271
--------------------- ----------------------
Shareholders' equity:
Common stock 184 181
Additional paid in capital 94,336 89,489
Retained earnings 150,315 133,942
--------------------- ----------------------
Total shareholders' equity 244,835 223,612
--------------------- ----------------------
Total liabilities and shareholders' equity $ 826,691 $ 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 April 30
1999 1998
----------------------- ----------------------
<S> <C> <C>
Sales $ 217,365 $ 95,349
Cost of sales 162,981 68,735
----------------------- ----------------------
Gross profit 54,384 26,614
Operating expenses 31,754 17,389
----------------------- ----------------------
Income from operations 22,630 9,225
Interest expense 9,188 37
Other (income) expense (892) (793)
Joint venture (income) expense (1,039) -
----------------------- ----------------------
Income before income taxes 15,373 9,981
Provision for income taxes 6,425 3,585
----------------------- ----------------------
Net income $ 8,948 $ 6,396
======================= ======================
Net income per share - basic $ .49 $ .39
======================= ======================
Net income per share - diluted $ .47 $ .37
======================= ======================
</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>
Six Months Ended April 30
1999 1998
----------------------- ----------------------
<S> <C> <C>
Sales $ 431,712 $ 192,672
Cost of sales 323,051 140,621
----------------------- ----------------------
Gross profit 108,661 52,051
Operating expenses 63,824 34,030
----------------------- ----------------------
Income from operations 44,837 18,021
Interest expense 18,939 84
Other (income) expense (1,562) (1,492)
Joint venture (income) expense (1,059) -
----------------------- ----------------------
Income before income taxes 28,519 19,429
Provision for income taxes 12,146 6,981
----------------------- ----------------------
Net income $ 16,373 $ 12,448
======================= ======================
Net income per share - basic $ .90 $ .76
======================= ======================
Net income per share - diluted $ .86 $ .72
======================= ======================
</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>
Six Months Ended April 30
1999 1998
----------------------- ----------------------
<S> <C> <C>
Cash flows from operating activities:
Net income $ 16,373 $ 12,448
Adjustments to reconcile net income to net cash provided by
operating activities:
Depreciation and amortization 14,043 4,417
(Gain) loss on sale of fixed assets (122) -
Provision for doubtful accounts 1,509 876
Joint Venture Income (1,059)
Deferred income tax provision (269) (30)
Changes in working capital:
Current assets (3,469) 6,541
Current liabilities (5,438) (14,216)
----------------------- ----------------------
Net cash provided by operating activities $ 21,568 $ 10,036
Cash flows from investing activities:
Purchase of property, plant and equipment (18,471) (3,959)
Other (1,539) (2,440)
----------------------- ----------------------
Net cash used in investing activities (20,010) (6,399)
----------------------- ----------------------
Cash flows from financing activities:
Proceeds from stock options exercise 693 2,194
Borrowings on line of credit and notes 143,700 -
Principal payments on long-term debt, line of credit and
notes payable (147,277) (25)
----------------------- ----------------------
Net cash provided by (used in) financing activities (2,884) 2,169
----------------------- ----------------------
Net increase (decrease) in cash and cash equivalents $ (1,326) $ 5,806
======================= ======================
</TABLE>
See Accompanying Notes to Consolidated Financial Statements
-4-
<PAGE> 7
NCI BUILDING SYSTEMS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
APRIL 30, 1999
NOTE 1 -- BASIS OF PRESENTATION
The accompanying unaudited condensed 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 six-month periods
ended April 30, 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>
April 30, October 31,
1999 1998
---------------------- ---------------------
<S> <C> <C>
Raw materials $ 59,526 $ 55,190
Work in process and finished goods 22,596 22,811
====================== =====================
$ 82,122 $ 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 April 30 Six Months Ended April 30
1999 1998 1999 1998
--------------- ------------ ------------- -------------
<S> <C> <C> <C> <C>
Net income $ 8,948 $ 6,396 $ 16,373 $ 12,448
Add: Interest, net of tax on convertible
debenture assumed converted 17 17 34 34
--------------- ------------ ------------- -------------
Adjusted net income 8,965 6,413 16,407 12,482
Weighted average common shares outstanding 18,368 16,456 18,268 16,390
Add: Common stock equivalents
Stock option plan 657 928 746 896
Convertible debentures 100 100 100 100
--------------- ------------ ------------- -------------
Weighted average common shares
outstanding, assuming dilution 19,125 17,484 19,114 17,386
=============== ============ ============= =============
Net income per share - Basic $ .49 $ .39 $ .90 $ .76
=============== ============ ============= =============
Net income per share - Diluted $ .47 $ .37 $ .86 $ .72
=============== ============ ============= =============
</TABLE>
-5-
<PAGE> 8
NCI BUILDING SYSTEMS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
APRIL 30, 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 consolidated results
of operations for the six months ended April 30, 1998 exclude MBCI, since it was
acquired after the second quarter.
The unaudited pro forma results presented below for the six months ended April
30, 1998 combine the results of operations for the Company's six months ended
April 30, 1998 with MBCI's results for the six months ended March 31, 1998. The
unaudited pro forma results of operations are as follows (in thousands, except
per share data):
<TABLE>
<CAPTION>
Six Months Ended
April 30, 1998
-------------------------
<S> <C>
Sales $ 388,367
Net income $ 12,274
Net income per share - basic $ .69
Net income per share - diluted $ .65
</TABLE>
NOTE 5 - SUBSEQUENT EVENTS
On May 5, 1999, the Company completed its offering of $125 million 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 unless
certain financial tests and other requirements are met, including dividends,
repurchases of stock, incurrence of additional debt and liens, investments in
non-wholly owned entities or ventures and acquisitions or mergers.
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 will result in the
write-off of approximately $1.5 million ($0.9 million after tax) in deferred
financing costs during the third quarter of 1999.
-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 APRIL 30, 1999 COMPARED TO THREE MONTHS ENDED APRIL 30, 1998
Sales in the second quarter of fiscal 1999 increased by $122.0 million, or 128%,
compared to the second quarter of fiscal 1998. Substantially all of this
increase resulted from the inclusion of Metal Building Components, Inc. ("MBCI")
in the second quarter of fiscal 1999, which was acquired in May 1998. On a pro
forma basis, sales would have been approximately 18% higher in the second
quarter of 1999 compared to the second quarter of 1998.
Gross profit in the second quarter increased $27.7 million, or 104%, compared to
the prior year's second quarter. Gross margin percentage declined from 27.9% in
the second quarter of last year to 25.0% in the current year's second quarter.
The increased component sales from the MBCI transaction accounted for this
decline since component gross margin percentage is lower than that of building
systems. Due to the combination of component operations of NCI and MBCI after
the acquisition, intercompany sales between units, and the transfer of
operational control of several manufacturing facilities, it is not possible to
compute the separate impact of MBCI on the gross margin percentages of the
Company.
Operating expenses, which consist of engineering, selling and administrative
costs, increased by $14.4 million, or 83%, in the current quarter compared to
the same period last year. As a percent of sales, operating expenses were 14.6%
compared to 18.2% a year ago. The dollar increase was primarily due to the
inclusion of MBCI in the current quarter. As a percent of sales, operating
expenses declined due to the spread of the fixed cost element over the higher
sales base and a lower level of operating expenses in the component operations
as compared to the building systems operations.
Interest expense increased by $9.2 million in the current quarter, which
resulted from the funds borrowed to finance the MBCI acquisition in May 1998.
Other income and expense, including joint venture income and miscellaneous
income, increased from $.8 million in last year's second quarter to $1.9 million
in the current year's second quarter. This increase resulted from the inclusion
of the MBCI coating joint venture operating income in the current year and
interest income generated by loans to the joint ventures.
Income before income taxes increased by $5.4 million, or 54%, as a result of the
increased sales volume and improved operating expense percentages, which were
offset by the increased interest expense for the period. As a percent of sales,
income before taxes was 7.1% in the current quarter compared to 10.5% in the
same quarter a year ago. The decline was primarily a result of the interest
expense incurred in the second quarter of fiscal 1999.
SIX MONTHS ENDED APRIL 30, 1999 COMPARED TO THE SIX MONTHS ENDED APRIL 30, 1998
Sales for the six months ended April 30, 1999 increased by $239.0 million, or
124% compared to the six months ended April 30, 1998. As discussed above, the
majority of this increase was a result of the MBCI acquisition. On a pro forma
basis, sales would have increased approximately 11% in the current six-month
period compared to the same period in 1998.
Gross profit increased by $56.6 million, or 109%, in the current six months
compared to the first six months of fiscal 1998. As a percent of sales, gross
margin declined from 27.0% last year to 25.2% in the six-month period ended
April 30, 1999. This decline resulted from the increased sale of components
compared to building systems. Components have a lower gross margin percentage
than building systems.
Operating expenses increased by $29.8 million, or 88%, in the current six months
compared to the first six months of fiscal 1998. This increase resulted
primarily from the inclusion of MBCI in the current period.
-7-
<PAGE> 10
As a percentage of sales, operating expenses were 14.8% in 1999 compared to
17.7% for the same period 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 building systems.
Interest expense increased by $18.9 million in the first six months of fiscal
1999 as a result of debt incurred to finance the MBCI acquisition. Joint venture
income resulted from the inclusion of the MBCI coating joint venture operating
income in the current year and interest income generated by loans to the joint
ventures.
LIQUIDITY AND CAPITAL RESOURCES
At April 30, 1999, the Company had working capital of $71.5 million compared to
$58.4 million at October 31, 1998. The increase in working capital resulted
primarily from a reduction of current liabilities including the payment of
accrued expenses for year end incentive payments in the first quarter, a
reduction in trade accounts payable and income tax payments made. During the
first six months of fiscal 1999, the Company generated $30.5 million in cash
flows 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 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 currently has an
interest rate swap agreement in place which caps interest on LIBOR loans at
5.89% plus the applicable LIBOR margin for the principal amount of the term loan
which was $177.5 million outstanding at the end of April 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 April 30, 1999, the Company had $471.0 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 an offering of $125 million in senior
subordinated debt which matures on May 1, 2009. This debt has an interest rate
of 9.25%. The net proceeds 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. On a pro-forma basis, as adjusted for the offering and related use
of proceeds, at April 30, 1999 excess borrowing capacity would have been
approximately $72 million.
During the first six months of fiscal 1999, the Company spent $18.5 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 $27.0 million in capital
additions in fiscal 1999. Delays or cancellation of planned projects could
increase or decrease capital spending from the amounts anticipated at the
current time.
-8-
<PAGE> 11
Inflation has not significantly affected the Company's financial position or
operations. Metal components and metal 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.
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. The Company does not have a contingency plan with respect to the year
2000 issue if the MIS upgrade is not completed or is delayed beyond the end of
1999. The failure of the Company to address adequately, and in a timely manner,
the year 2000 issue, including ensuring that the Company's MIS and software are
year 2000 compliant, could have a material adverse effect on the Company's
business, results of operations and financial condition.
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
-9-
<PAGE> 12
weather conditions, fluctuations in customer demand and order patterns, raw
material pricing, competitive activity and pricing pressure, the ability to make
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.
-10-
<PAGE> 13
NCI BUILDING SYSTEMS, INC.
PART II. OTHER INFORMATION
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
The Company held its Annual Meeting of Stockholders (the "Annual Meeting") on
Wednesday, March 17, 1999. At the Annual Meeting, the stockholders of the
Company elected three Class III directors to serve until the annual meeting of
stockholders to be held in 2002. Of the 15,836,583 shares of the Company's
Common Stock present at the Annual Meeting, in person or by proxy, the following
table shows the votes cast for and withheld from each of the three nominees for
director:
<TABLE>
<CAPTION>
Votes Cast Votes Withheld
Nominee For Nominee From Nominee
------- ----------- --------------
<S> <C> <C>
CLASS III:
William D. Breedlove 15,001,294 835,289
Robert J. Medlock 14,989,564 847,019
Johnie Schulte 14,989,844 846,739
</TABLE>
In addition to Messrs. Breedlove, Medlock and Schulte, the following persons
have a term of office as a director of the Company that continued after the
Annual Meeting: Thomas C. Arnett, Gary L. Forbes, A.R. Ginn, Kenneth W Maddox,
Robert N. McDonald, C.A. Rundell, Jr. and Daniel D. Zabcik
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 April 30, 1999 and filed with the
Securities and Exchange Commission on April 30, 1999
-11-
<PAGE> 14
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)
/s/ ROBERT J. MEDLOCK
Date: June 14, 1999 ---------------------------------------
Robert J. Medlock
Executive Vice President and
Chief Financial Officer
-12-
<PAGE> 15
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT NO.
- -----------
<S> <C>
27 Financial Data Schedule
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> OCT-31-1999
<PERIOD-START> NOV-01-1998
<PERIOD-END> APR-30-1999
<CASH> 3,273
<SECURITIES> 0
<RECEIVABLES> 99,879
<ALLOWANCES> 3,518
<INVENTORY> 82,122
<CURRENT-ASSETS> 193,576
<PP&E> 224,982
<DEPRECIATION> 35,050
<TOTAL-ASSETS> 826,691
<CURRENT-LIABILITIES> 122,081
<BONDS> 0
0
0
<COMMON> 184
<OTHER-SE> 244,651
<TOTAL-LIABILITY-AND-EQUITY> 826,691
<SALES> 431,712
<TOTAL-REVENUES> 431,712
<CGS> 323,051
<TOTAL-COSTS> 323,051
<OTHER-EXPENSES> 62,315
<LOSS-PROVISION> 1,509
<INTEREST-EXPENSE> 18,939
<INCOME-PRETAX> 28,519
<INCOME-TAX> 12,146
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 16,373
<EPS-BASIC> .90
<EPS-DILUTED> .86
</TABLE>
