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: September 7, 2011
NCI BUILDING SYSTEMS, INC.
(Exact name of registrant as specified in its charter)
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| Delaware
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1-14315
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76-0127701 |
| (State or other jurisdiction of
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(Commission File Number)
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(I.R.S. Employer |
| incorporation)
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Identification Number) |
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| 10943 North Sam Houston Parkway West |
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| Houston, Texas
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77064 |
| (Address of principal executive offices)
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(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))
TABLE OF CONTENTS
Item 2.02. Results of Operations and Financial Condition.
On September 7, 2011, NCI Building Systems, Inc. (“NCI”) issued a press release announcing
NCI’s financial results for the quarter ended July 31, 2011. A copy of the press release is
attached as Exhibit 99.1.
NCI’s press release includes Adjusted EBITDA, Adjusted Operating Income (Loss), Adjusted Net
Loss applicable to common shares and Adjusted Loss Per Diluted Common Share which are non-GAAP
financial measures. Adjusted EBITDA, Adjusted Operating Income (Loss), Adjusted Net Loss
applicable to common shares and Adjusted Loss Per Diluted Common Share exclude refinancing costs,
convertible preferred stock beneficial conversion feature, stock-based compensation, restructuring
charges (recovery), gain on embedded derivative, asset impairments (recovery), transaction costs,
pre-acquisition contingency adjustment and actuarial determined general liability self-insurance
reserve adjustment. 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 Loss Per Diluted 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 Loss Per Diluted Common Share should not be considered in isolation or as
substitutes for operating income (loss), net loss or loss per share determined in accordance with
generally accepted accounting principles in the United States. The non-GAAP financial measures are
included in the press release furnished hereto as Exhibit 99.1.
The information in this Item 2.02 and Exhibit 99.1 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.
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| Exhibit |
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Description |
99.1
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Press Release dated September 7, 2011. |