NCS Nci Building Systems New

HOUSTON, Aug. 28, 2018 /PRNewswire/ -- NCI Building Systems, Inc. (NYSE: NCS) ("NCI" or the "Company") today reported financial results for its third fiscal quarter ended July 29, 2018.

Third Quarter 2018 Financial and Operational Highlights:  

• Sales rose 16.9% to $548.5 million for the quarter, compared to $469.4 million in the prior year's third quarter
• Gross profit was $133.4 million or 24.3% of sales, compared to $115.0 million or 24.5% of sales, in the prior year's third quarter
• Net income was $36.0 million for the quarter, compared to $18.2 million in the prior year's third quarter. Adjusted Net Income was $33.9 million this quarter, compared to $19.6 million in the prior year's third quarter
• Net income per diluted common share for the quarter was $0.54, compared to $0.25 in the prior year's third quarter. Adjusted Net Income was $0.51 per diluted common share, compared to $0.27 in the prior year's third quarter
• Adjusted EBITDA was $63.3 million, or 11.5% of revenues, for the quarter, compared to Adjusted EBITDA of $50.4 million, or 10.7% of revenues, in the prior year's third quarter
• Total consolidated backlog increased to $650.9 million, up 12.1% year-over-year

Commenting on the quarter, Donald R. Riley, NCI's President and Chief Executive Officer, said, "Our third quarter results continue to demonstrate our commitment to maintaining commercial discipline across all of our businesses in an environment of increasing input costs. Led by a solid performance from our Buildings and Components segments, we are pleased to have seen volume increases and the successful execution of our adjacency strategy for Insulated Metal Panels and doors. NCI's backlog and bookings continue to support our favorable outlook for fiscal 2018 and beyond. We believe we are well positioned to finish 2018 with positive year-over-year improvement in both revenue and Adjusted EBITDA."

Third Quarter 2018 Results

Sales in the third quarter of fiscal 2018 increased to $548.5 million, up 16.9%, from $469.4 million in last year's third fiscal quarter, primarily due to continued commercial discipline in the pass-through of higher material costs across all the segments, combined with volume growth in both the Engineered Metal Building and Metal Components segments.  

Gross profit increased 16.0% to $133.4 million in the quarter, compared to $115.0 million in the third quarter of fiscal 2017 and was up sequentially from $104.1 million in the second quarter of fiscal 2018. Gross profit margins were 24.3% for the third quarter of fiscal 2018, compared to 24.5% in the third quarter of fiscal 2017 and were up sequentially 150 basis points from 22.8% in the second quarter of fiscal 2018. Gross margins in the third quarter were lower than the third quarter of the prior year primarily as a result of product mix in the IMP segment.  

Engineering, selling, general and administrative ("ESG&A") expenses were $79.0 million for the quarter, compared to $76.3 million in the prior year's third fiscal quarter. As a percentage of revenues, ESG&A expenses were 14.4% in the fiscal 2018 third quarter compared to 16.3% in the prior year's third fiscal quarter. The year-over-year increase in ESG&A expenses is primarily in support of increase sales volumes during the period.

Operating income for the quarter was $54.5 million, compared to $34.1 million in the third quarter 2017. Adjusted Operating Income, a non-GAAP financial measure which excludes certain special items, increased 42.4% to $52.0 million in the current quarter, compared to $36.5 million in the same period last year.

Net income applicable to common shares in the quarter was $35.8 million, or $0.54 per diluted common share, compared to net income of $18.1 million, or $0.25 per diluted common share in the prior year's third quarter. Net income was impacted by the following special items: a $4.7 million gain on insurance recovery; a $1.0 million gain of the disposition of a non-strategic product line and a reduction of $0.4 million of restructuring and impairment charges, partially offset by a $3.6 million charge related to strategic development and acquisition related costs and $0.7 million associated tax effect of these items. Excluding the impact of these special items, third quarter 2018 Adjusted Net Income, a non-GAAP measure, was $33.9 million, or $0.51 per diluted common share, compared to $19.6 million, or $0.27 per diluted common share, in the prior year's third quarter.

Adjusted EBITDA, a non-GAAP measure, defined in accordance with the Company's credit agreement as earnings before interest, taxes, depreciation and amortization, and certain other cash and non-cash items, was $63.3 million this quarter, compared to $50.4 million in the prior year's third quarter. Please see the reconciliation of Adjusted Operating Income, Adjusted Net Income and Adjusted EBITDA in the accompanying financial tables.

Cash and cash equivalents at the end of the third quarter were $43.3 million, compared to $45.9 million at the end of the third quarter of fiscal 2017. Cash and cash equivalents increased sequentially by $8.0 million from $35.3 million at the end of the second quarter of fiscal 2018 due to improved working capital management year-over-year, lower taxes and lower interest rates. NCI's net debt leverage ratio (net debt/Adjusted EBITDA) at the end of the third quarter was 1.95x. As of July 29, 2018, the Company's $150.0 million asset-based lending (ABL) facility remained undrawn.

Third Quarter 2018 Segment Performance

Sales in the Engineered Building Systems segment were $230.1 million in the third quarter of fiscal 2018, compared to $191.9 million in the prior year period, increasing primarily as a result of commercial discipline passing through higher input costs and increased tonnage volumes. Operating income increased 62.5% to $24.3 million this quarter, compared to $14.9 million in the prior year's third quarter. Adjusted Operating Income, a non-GAAP measure, increased 50.0% to $23.8 million this quarter, compared to $15.9 million in the third quarter 2017. Operating margins increased as a result of reduced ESG&A costs and an emphasis on order profitability over volumes.

The Metal Components segment generated $186.4 million in sales during the quarter, an increase of 12.1% from $166.3 million in the prior year's third quarter, led by the disciplined pass-through of increasing input costs and higher external volumes in the segment. Operating income was $28.7 million in the third fiscal quarter of 2018, compared to $23.3 million in the same period last year. Adjusted Operating Income was $28.7 million in the quarter, compared to $23.2 million in the prior year's third quarter. The Metal Components segment's operating margins increased as a result of improved operating leverage on higher external volumes.

The Insulated Metal Panels ("IMP") segment generated $133.7 million in sales during the quarter, an increase of 11.7% from $119.7 million in the prior year's third quarter, as a result of higher external volumes and commercial discipline emphasizing project profitability over volumes. Operating income was $17.9 million for the quarter, compared to $11.5 million in the third quarter of 2017. Adjusted Operating Income was $12.1 million, compared to $11.7 million in the same period last year. The IMP segment's Adjusted Operating Income Margins decreased from the prior year primarily as a result of a change in product mix.

Sales in the Metal Coil Coating segment were $116.4 million during the third quarter of fiscal 2018, an increase of 22.2% from $95.3 million in the prior year's third quarter, as a result of higher volumes in package sales and the pass-through of rising material costs. Operating income and Adjusted Operating Income were both $9.1 million in the third quarter of fiscal 2018 compared to $7.1 million in the third quarter of fiscal 2017, respectively. Operating margins in the Metal Coil Coating segment improved as a result of lower ESG&A costs and commercial discipline.

Market Commentary

The key leading indicators that NCI follows and that typically have the most meaningful correlation to nonresidential low-rise construction starts are the American Institute of Architects' ("AIA") Architecture Mixed Use Index, the Dodge Residential single family starts and the Conference Board Leading Economic Index ("LEI"). Historically, there has been a very high correlation to the volume of nonresidential low-rise construction starts when the three leading indicators are combined and then seasonally adjusted. Based on the combined forward projection of these metrics, and assuming a 9- to 14-month historical lag for each metric, the Company continues to expect new nonresidential low-rise construction starts in the Company's addressable market for its legacy businesses to grow 2.0% to 4.0% in fiscal 2018.

Guidance

Looking ahead, NCI's key economic indicators are tracking to expectation and year-over-year growth in both bookings and backlog support the Company's favorable outlook for fiscal 2018. For the fourth quarter of fiscal 2018, NCI expects revenues to be in the range of $550 to $570 million and Adjusted EBITDA to be in the range of $60 to $70 million.

The Company has provided additional detailed financial guidance in the quarterly supplemental presentation that can be found at www.ncibuildingsystems.com under the "Investors" section.

Recent Developments

On July 17, 2018, NCI entered into an Agreement and Plan of Merger (the "Merger Agreement") with Ply GemParent, LLC, a Delaware limited liability company ("Ply Gem"), and for certain limited purposes set forth in the Merger Agreement, Clayton, Dubilier & Rice, LLC, a Delaware limited liability company (the "Sponsor"). Pursuant to the terms of the Merger Agreement, at the closing of the merger, Ply Gem will be merged with and into the Company with the Company continuing its existence as a Delaware corporation (the "Merger"). At the closing of the Merger, all of Ply Gem's equity interests (the "Ply Gem LLC Interests") as of immediately prior to the closing of the Merger will be converted into the right of the holders of the Ply Gem LLC Interests (the "Ply Gem Holders") to receive, in the aggregate with respect to all such Ply Gem LLC Interests, 58.7 million shares of NCI common stock, par value $0.01 per share ("Common Stock") (collectively, the "Aggregate Merger Consideration"), with each Ply Gem Holder being entitled to receive its pro rata share of the Aggregate Merger Consideration. The shares of NCI's Common Stock outstanding prior to the Merger will remain outstanding after the closing of the Merger. Upon the close of the Merger, the pre-Merger NCI shareholders will own approximately 53% of the Company's common equity, with the Ply Gem Holders owning approximately 47%.

A preliminary proxy detailing the Merger was filed with the Securities and Exchange Commission (the "SEC") on August 9, 2018. The parties expect the Merger to close in the fourth calendar quarter of 2018, subject to approval by NCI shareholders and customary conditions, including regulatory approvals.

On August 28, 2018 Ply Gem announced it has entered into an agreement with Andersen Corporation to acquire the Silver Line vinyl window and patio door division, which had 2017 annual revenues of more than $440 million. The transaction, valued at approximately $190 million, aligns with Ply Gem's strategy of driving growth in revenues and earnings in part through targeted acquisitions of highly complementary businesses. Based upon 2018 estimated Adjusted EBITDA and giving effect to anticipated cost savings and synergies, the transaction is expected to result in a purchase price multiple of 4.4x and will have a neutral impact on the leverage ratio of the pro forma NCI and Ply Gem combination. 

Conference Call Information

The NCI Building Systems, Inc. third quarter fiscal 2018 conference call is scheduled for Wednesday, August 29, 2018, at 9:00 a.m. ET (8:00 a.m. CT). Please dial 1-412-902-0003 or 1-877-407-0672 (toll-free) to participate in the call. To listen to a live broadcast of the call over the Internet or to review the archived call, please visit the Company's website at www.ncibuildingsystems.com. To access the taped telephone replay, please dial 1-201-612-7415 or 1-877-660-6853 (toll-free) and the passcode 13681318# when prompted. The taped replay will be available two hours after the call through September 12, 2018. A replay of the webcast will be available on the Company's website under the Event Calendar, Calls & Webcast section of the Investor Relations page of the NCI website for approximately 90 days.

About NCI Building Systems

NCI Building Systems, Inc. is one of North America's largest integrated manufacturers of metal products for the nonresidential building industry. NCI is comprised of a family of companies operating manufacturing facilities across the United States, Canada and Mexico with additional sales and distribution offices throughout the United States and Canada. For more information visit www.ncibuildingsystems.com.

Contact:

K. Darcey Matthews
Vice President, Investor Relations
281-897-7785

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Words such as "believe," "anticipate," "guidance," "plan," "potential," "expect," "should," "will," "forecast" and similar expressions are forward-looking statements within the meaning of the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995. These forward-looking statements reflect our current expectations, assumptions and/or beliefs concerning future events. As a result, these forward-looking statements rely on a number of assumptions, forecasts, and estimates and, therefore, these forward-looking statements are subject to a number of risks and uncertainties that may cause the Company's actual performance to differ materially from that projected in such statements. Such forward-looking statements may include, but are not limited to, statements concerning our market commentary and expectations for new nonresidential low-rise construction starts in fiscal 2018 and our financial outlook and guidance, including the fourth quarter fiscal 2018 forecasted revenues and Adjusted EBITDA and other consolidated financial performance guidance. Among the factors that could cause actual results to differ materially include, but are not limited to, risks and uncertainties relating to the Merger, including the possibility that the Merger does not close when expected or at all because the conditions to closing are not satisfied on a timely basis or at all; potential adverse reactions or changes to business or employee relationships, including those resulting from the announcement or completion of the Merger; diversion of management's attention from ongoing business operations and opportunities as a result of the pending Merger; our ability to secure stockholder and regulatory approvals for the Merger in a timely manner or on the terms desired or anticipated; retention and replacement of key personnel in connection with the pendency of the Merger; industry cyclicality and seasonality; adverse weather conditions; challenging economic conditions affecting the nonresidential construction industry; volatility in the U.S. economy and abroad, generally, and in the credit markets; our substantial indebtedness and our ability to incur substantially more indebtedness; our ability to generate the significant cash flow required to service or refinance our existing debt, and obtain future financing; our ability to comply with the financial tests and covenants in our existing and future debt obligations; operational limitations or restrictions in connection with our debt; increases in interest rates; recognition of asset impairment charges; commodity price increases and/or limited availability of raw materials, including steel; our ability to make strategic acquisitions accretive to earnings; retention and replacement of key personnel; our ability to carry out our restructuring plans and to fully realize the expected cost savings; enforcement and obsolescence of intellectual property rights; fluctuations in customer demand; costs related to environmental clean-ups and liabilities; competitive activity and pricing pressure; increases in energy prices; volatility of the price of our Common Stock; the dilutive effect on the Company's common stockholders of potential sales of Common Stock held by our sponsor; substantial governance and other rights held by our sponsor; breaches of our information system security measures and damage to our major information management systems; hazards that may cause personal injury or property damage, thereby subjecting us to liabilities and possible losses, which may not be covered by insurance; changes in laws or regulations, including the Dodd-Frank Act; the timing and amount of our stock repurchases; and costs and other effects of legal and administrative proceedings, settlements, investigations, claims and other matters. See also the "Risk Factors" in the Company's Annual Report on Form 10-K for the fiscal year ended October 29, 2017, and other risks described in documents subsequently filed by the Company from time to time with the SEC, which identify other important factors, though not necessarily all such factors, that could cause future outcomes to differ materially from those set forth in the forward-looking statements. The Company expressly disclaims any obligation to release publicly any updates or revisions to these forward-looking statements, whether as a result of new information, future events, or otherwise.