December 19, 2018
NCI Building Systems Reports Fourth Quarter and 2018 Fiscal Year End Results
CARY, NC, December 19, 2018 – NCI Building Systems, Inc. (NYSE: NCS) (“NCI” or the “Company”) today reported financial results for the fourth fiscal quarter and fiscal year ended October 28, 2018.
Fourth Quarter Fiscal 2018 Financial and Operational Highlights:
• Sales rose 17.4% to $573.6 million for the quarter, compared to $488.7 million in the prior year’s fourth quarter
• Gross profit was $133.3 million or 23.2% of sales for the quarter, compared to $116.3 million or 23.8% of sales, in the prior year’s fourth quarter
• Net income was $27.6 million for the quarter, compared to $17.5 million in the prior year’s fourth quarter. Adjusted Net Income was $36.4 million this quarter, compared to $22.3 million in the prior year’s fourth quarter
• Net income per diluted common share for the quarter was $0.41, compared to $0.25 in the prior ye<par’s> </par’s>
• Adjusted EBITDA increased 22.0% to $65.8 million, or 11.5% of sales, for the quarter, compared to Adjusted EBITDA of $53.9 million, or 11.0% of sales, in the prior year’s fourth quarter
• Total consolidated backlog increased to $557.0 million as of October 28, 2018, up 2.1% year-over-yearCommenting on the quarter, Donald R. Riley, Chief Executive Officer of the NCI Business Unit, said, “We are pleased with our fourth quarter performance that demonstrated our successful focus on commercial discipline and operational excellence across all of our segments. We remain committed to our key initiatives in advanced manufacturing, continuous improvement and product adjacency, which remain on track and, once implemented, are expected to drive further benefits to the organization in 2019 and beyond.”
“During the quarter, NCI continued to demonstrate improved operating performance serving as a testament to the hard work that Don and the NCI employees have done to deliver on their key initiatives,” said the Company’s Chairman and Chief Executive Officer James S. Metcalf. “Following the merger of Ply Gem into NCI, we are excited about the expansive set of building solutions we are able to offer our residential, commercial and repair & remodel customers and the broader opportunities ahead of the new organization. As we enter 2019, we are focused on the execution of the combined Company’s strategy which includes cost initiatives and de-levering the capital structure, while investing in growth initiatives.”
Fourth Quarter Fiscal 2018 Results
Sales in the fourth quarter of fiscal 2018 increased to $573.6 million, up 17.4%, from $488.7 million in last year's fourth 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 Building Systems and Insulated Metal Panels (“IMP”) segments.
Gross profit increased 14.6% to $133.3 million in the quarter, compared to $116.3 million in the fourth quarter of fiscal 2017. Gross profit margins were 23.2% for the fourth quarter of fiscal 2018, compared to 23.8% in the fourth quarter of fiscal 2017. Gross margins in the fourth quarter were lower than the fourth quarter of the prior fiscal year primarily as a result of lower manufacturing utilization due to weather, predominately in the Metal Components segment and product mix in the IMP segment.
Engineering, selling, general and administrative (“ESG&A”) expenses were $78.9 million for the fourth quarter, compared to $72.7 million in the prior year’s fourth fiscal quarter. The year-over-year increase in ESG&A expenses is primarily in support of increased sales volumes and wage inflation during the period. As a percentage of sales, ESG&A expenses were down 110 basis point to 13.8% in the fiscal 2018 fourth quarter, compared to 14.9% in the prior year’s fourth fiscal quarter as a result of the Company’s ongoing cost reduction initiatives.
Operating income for the quarter was $39.6 million, compared to $33.3 million in the fourth quarter of fiscal 2017. Adjusted Operating Income, a non-GAAP financial measure which excludes certain special items, increased 26.0% to $52.0 million in the fourth quarter of fiscal 2018, compared to $41.3 million in the same period of fiscal 2017.
Net income applicable to common shares in the fourth quarter was $27.4 million, or $0.41 per diluted common share, compared to net income of $17.4 million, or $0.25 per diluted common share in the prior fiscal year’s fourth quarter. Net income was impacted by the following special items: an $11.7 million charge related to strategic development and acquisition related costs and $0.8 million of restructuring and impairment charges, partially offset by $3.4 million associated tax effect of these items. Excluding the impact of these special items, Adjusted Net Income, a non-GAAP measure, was $36.4 million, or $0.55 per diluted common share in the fourth quarter of fiscal 2018, compared to $22.3 million, or $0.32 per diluted common share, in the prior fiscal year’s fourth 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 $65.8 million this quarter, compared to $53.9 million in the prior fiscal year’s fourth 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 fourth quarter of fiscal 2018 were $54.3 million, compared to $65.7 million at the end of the fourth quarter of fiscal 2017. Cash and cash equivalents increased sequentially by $11.0 million from $43.3 million at the end of the third quarter of fiscal 2018 due to seasonal working capital management and profitability. NCI’s net debt leverage ratio (net debt/Adjusted EBITDA) at the end of the fourth quarter of fiscal 2018 was 1.8x. As of October 28, 2018, the Company’s $150.0 million asset-based lending (ABL) facility remained undrawn. See “Recent Developments” for a discussion of the Company’s debt facilities following the Merger (as defined below).
Fourth Quarter Fiscal 2018 Segment Performance
Sales in the Engineered Building Systems segment were $244.0 million in the fourth quarter of fiscal 2018, compared to $188.2 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 90.6% to $24.9 million this quarter, compared to $13.0 million in the prior fiscal year’s fourth quarter. Adjusted Operating Income, a non-GAAP measure, increased 83.8% to $25.3 million this quarter, compared to $13.7 million in the fourth quarter of fiscal 2017. Operating margins increased as a result of reduced ESG&A costs.
The Metal Components segment generated $187.6 million in sales during the quarter, an increase of 3.5% from $181.3 million in the prior fiscal year’s fourth quarter, led by the disciplined pass-through of increasing input costs. Operating income was $19.7 million in the fourth quarter of fiscal 2018, compared to $23.1 million in the same period last year. Adjusted Operating Income was $19.7 million in the quarter, compared to $23.2 million in the prior fiscal year’s fourth quarter. The Metal Components segment’s operating margins decreased as a result of lower operating leverage on external volumes due to the extreme wet weather in the significant areas of the Southeast and Texas.
The IMP segment generated $146.5 million in sales during the quarter, an increase of 18.6% from $123.5 million in the prior fiscal year’s fourth quarter, as a result of higher external volumes and commercial discipline, offset by the impact of the segment’s product mix. Operating income was $21.0 million for the quarter, compared to $14.9 million in the fourth quarter of fiscal 2017. Adjusted Operating Income was $21.4 million during the fourth quarter of fiscal 2018, compared to $15.7 million in the same period last fiscal year. The IMP segment’s operating margins increased from the prior year primarily as a result of better leverage on higher volumes.
Sales in the Metal Coil Coating segment were $117.3 million during the fourth quarter of fiscal 2018, an increase of 19.0% from $98.6 million in the prior year’s fourth quarter, as a result of the pass-through of rising material costs and higher internal revenues. Operating income was $7.0 million in the fourth fiscal quarter of 2018, compared to $1.4 million in the same period last year. Adjusted Operating Income was $7.0 million in the fourth quarter of fiscal 2018, compared to $7.4 million in the prior fiscal year’s fourth quarter. Adjusted operating margins in the Metal Coil Coating segment decreased as a result of lower external volumes and product mix.
As previously announced, at a Special Meeting of shareholders of NCI held on November 15, 2018, NCI’s shareholders approved, in relevant part, (i) the Agreement and Plan of Merger (the “Merger Agreement”) among NCI, Ply Gem Parent, 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 (“CD&R”), pursuant to which, at the closing of the merger, Ply Gem, a leading manufacturer of exterior building products for residential construction, was merged with and into the Company, with the Company continuing its existence as a corporation organized under the laws of the State of Delaware (the “Merger”) and (ii) the issuance in the Merger of 58,709,067 shares of NCI common stock, par value $0.01 per share (the “NCI Common Stock”) in the aggregate, on a pro rata basis, to the holders of all of the equity interests in Ply Gem. The Merger was consummated on November 16, 2018.
NCI shareholders retained 53% ownership of the issued and outstanding NCI Common Stock, with Ply Gem shareholders now owning 47%. Investment funds associated with CD&R now own approximately 49% of the issued and outstanding NCI Common Stock.
On November 16, 2018, in connection with the consummation of the Merger, the Company assumed (i) the obligations of the company formerly known as Ply Gem Midco, Inc. (“Ply Gem Midco”), a subsidiary of Ply Gem immediately prior to the consummation of the Merger, as borrower under its Cash Flow Credit Agreement, (ii) the obligations of Ply Gem Midco as parent borrower under its ABL Credit Agreement and (iii) the obligations of Ply Gem Midco as issuer under its Indenture governing the 8.00% Senior Notes due 2026.
On November 16, 2018, in connection with the incurrence by Ply Gem Midco of incremental term loans and the obtaining by Ply Gem Midco of incremental ABL commitments, following consummation of the Merger, the Company (a) terminated all outstanding commitments and repaid all outstanding amounts under the Term Loan Credit Agreement, dated as of February 8, 2018 (the “Pre-Merger Term Loan Credit Agreement”), by and among the Company, as borrower, the several banks and other financial institutions from time to time party thereto and Credit Suisse AG, Cayman Islands Branch, as administrative agent and collateral agent, and (b) terminated all outstanding commitments and repaid all outstanding amounts under the ABL Credit Agreement, dated as of February 8, 2018 (the “Pre-Merger ABL Credit Agreement”), by and among NCI Group, Inc. and Robertson-Ceco II Corporation, as borrowers, the Company, as a guarantor, the other borrowers from time to time party thereto, the several banks and other financial institutions from time to time party thereto and Wells Fargo Bank, National Association, as administrative agent and collateral agent. Outstanding letters of credit under the Pre-merger ABL Credit Agreement were cash collateralized.
On November 16, 2018, NCI’s board of directors approved a change to the Company’s fiscal year from a 52/53 week year with the Company’s fiscal year end on the Sunday closest to October 31 to a fiscal year of the 12 month period of January 1 to December 31 of each calendar year, to commence with the fiscal year ending December 31, 2019. Consolidated results for the transition period from October 29, 2018 through December 31, 2018, which will include the results of Ply Gem beginning November 16, 2018, will be reported in February 2019.
Ply Gem Third Quarter 2018 Financial Results
On December 19, 2018, the Company filed an amendment to its current report on Form 8-K, which included, in relevant part, the unaudited financial statements for Ply Gem Midco and its subsidiaries for the quarterly period ended September 29, 2018. On a consolidated basis, Ply Gem’s net sales increased $119.7 million or 21.2% during the three months ended September 29, 2018 compared to the three months ended September 30, 2017. The increase in net sales was largely due to the merger of Atrium Corporation (“Atrium”) with Ply Gem Holdings Inc. on April 12, 2018 (the “Ply-Gem-Atrium Merger”), which increased net sales by $105.0 million for the third quarter of 2018. Ply Gem’s gross profit increased $36.1 million or 27.3% during the three months ended September 29, 2018 relative to the three months ended September 30, 2017. The increase in gross profit was also largely due to the Ply-Gem-Atrium Merger, which increased gross profit by $30.5 million for the third quarter of 2018.
Adjusted EBITDA for the three months ended September 29, 2018 was $101.1 million, an increase of $20.3 million from the three months ended September 30, 2017. The increase in Adjusted EBITDA was largely driven by the inclusion of Atrium in the 2018 period. Please see the reconciliation of Ply Gem’s Adjusted EBITDA at the end of this news release.
Conference Call Information
The NCI Building Systems, Inc. fourth quarter fiscal 2018 conference call is scheduled for Wednesday, December 19, 2018, at 10:00 a.m. ET (9:00 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 13685508# when prompted. The taped replay will be available two hours after the call through January 2, 2019. 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 and Ply Gem Holdings, Inc.
The combination of NCI and Ply Gem, headquartered in Cary, NC, establishes a leading exterior building products manufacturer with a broad range of products to residential and commercial customers for both new construction and repair & remodel. With a portfolio of key products which includes windows, doors, siding, metal wall and roof systems, engineered commercial buildings, insulated metal panels, stone and other adjacent products, the Company has more than 20,000 employees across 80 manufacturing, distribution and office locations throughout North America. For more information, visit www.ncibuildingsystems.com or www.plygem.com.
K. Darcey Matthews
Vice President, Investor Relations
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 performance expectations. Among the factors that could cause actual results to differ materially include, but are not limited to, risks and uncertainties relating to industry cyclicality and seasonality and adverse weather conditions; challenging economic conditions affecting the nonresidential construction industry; volatility in the United States (“U.S.”) economy and abroad, generally, and in the credit markets; changes in laws or regulations; the effects of certain external domestic or international factors that we may not be able to control, including war, civil conflict, terrorism, natural disasters and public health issues; our ability to obtain financing on acceptable terms; recognition of goodwill or asset impairment charges; commodity price volatility and/or limited availability of raw materials, including steel; retention and replacement of key personnel; enforcement and obsolescence of our intellectual property rights; costs and liabilities related to compliance with environmental laws and environmental clean-ups; competitive activity and pricing pressure in our industry; volatility of the Company’s stock price; our ability to make strategic acquisitions accretive to earnings; our ability to carry out our restructuring plans and to fully realize the expected cost savings; volatility in energy prices; the adoption of climate change legislation; breaches of our information system security measures; damage to our major information management systems; necessary maintenance or replacements to our enterprise resource planning technologies; potential personal injury, property damage or product liability claims or other types of litigation; compliance with certain laws related to our international business operations; the effect of tariffs on steel imports; the cost and difficulty associated with integrating and combining the businesses of NCI and Ply Gem; potential write-downs or write-offs, restructuring and impairment or other charges required in connection with the Merger; substantial governance and other rights held by our sponsor investors; the effect on our common stock price caused by transactions engaged in by our sponsor investors, our directors or executives; our substantial indebtedness and our ability to incur substantially more indebtedness; limitations that our debt agreements place on our ability to engage in certain business and financial transactions; the effect of increased interest rates on our ability to service our debt. See also the “Risk Factors” in the Company’s Annual Report on Form 10-K for the fiscal year ended October 28, 2018, 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.