FORWARD LOOKING STATEMENTS
EXPLANATORY NOTEThis Amendment No. 1 on Form 10-K/A (the “Amendment”) amends the Annual Report includes statements concerning our expectations, beliefs, plans, objectives, goals, strategies, future events or performance and underlying assumptions and other statements that are not historical facts. These statements are “forward-looking statements” within the meaningon Form 10-K of the Private Securities Litigation Reform Act of 1995. Actual results may differ materially from those expressed or implied by these statements. In some cases, our forward-looking statements can be identified by the words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “forecast,” “goal,” “intend,” “may,” “objective,” “plan,” “potential,” “predict,” “projection,” “should,” “will” or other similar words. We have based our forward-looking statements on our management’s beliefs and assumptions based on information available to our management at the time the statements are made. We caution you that assumptions, beliefs, expectations, intentions and projections about future events may and often do vary materially from actual results. Therefore, we cannot assure you that actual results will not differ materially from those expressed or implied by our forward-looking statements. Accordingly, investors are cautioned not to place undue reliance on any forward-looking information, including any earnings guidance, if applicable. Although we believe that the expectations reflected in the 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 other factors include, but are not limited 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;
substantial indebtedness and our ability to incur substantially more indebtedness;
our ability to generate significant cash flow required to service or refinance our existing debt, including the 8.25% senior notes due 2023, 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 Company’s stock price;
dilutive effect on the Company’s common stockholders of potential future sales of the Company’s 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;
costs and other effects of legal and administrative proceedings, settlements, investigations, claims and other matters;
timing and amount of any stock repurchases; and
other risks detailed under the caption “Risk Factors” in Item 1A of this report.
A forward-looking statement may include a statement of the assumptions or bases underlying the forward-looking statement. We believe that we have chosen these assumptions or bases in good faith and that they are reasonable. However, we caution you that assumed facts or bases almost always vary from actual results, and the differences between assumed facts or bases and actual results can be material, depending on the circumstances. When considering forward-looking statements, you should keep in mind the risk factors and other cautionary statements in this report, including those described under the caption “Risk Factors” in Item 1A of this report. We expressly disclaim any obligations to release publicly any updates or revisions to these forward-looking statements to reflect any changes in our expectations unless the securities laws require us to do so.
PART I
Item 1. Business.
General
NCI Building Systems, Inc. (together with its subsidiaries, unless the context requires otherwise, the(the “Company,” “NCI,” “we,” “us”“our” or “our”“we”) is one of North America’s largest integrated manufacturers and marketers of metal products for the nonresidential construction industry. Of the approximate $275 billion nonresidential construction industry, we primarily serve the low-rise nonresidential construction market (five stories or less) which, according to Dodge Data & Analytics (“Dodge”), represented approximately 86% of the total nonresidential construction industry during our fiscal year 2017. Our broad range of products are used primarily in new construction and in repair and retrofit activities, mostly in North America.
We design, engineer, manufacture and market what we believe is one of the most comprehensive lines of metal components and engineered building systems in the industry, with a reputation for high quality and superior engineering and design. We go to market with well-recognized brands, which allow us to compete effectively within a broad range of end-user markets including industrial, commercial, institutional and agricultural. Our service versatility allows us to support the varying needs of our diverse customer base, which includes general contractors and sub-contractors, developers, manufacturers, distributors and a current network of approximately 3,200 authorized builders across North America in our Engineered Building Systems segment, over 1,000 dealer partners for our insulated metal panelended October 28, 2018 (“IMP”Fiscal 2018”) products and approximately 5,500 architects. We also provide metal coil coating services for commercial and construction applications, servicing both internal and external customers.
As of October 29, 2017, we operated 38 manufacturing facilities located in the United States, Mexico, Canada and China, with additional sales and distribution offices throughout the United States and Canada. Our broad geographic footprint, along with our hub-and-spoke distribution system, allows us to efficiently supply a broad range of customers with high-quality customer service and reliable deliveries.
The Company was founded in 1984 and reincorporated in Delaware in 1991. In 1998, we acquired Metal Building Components, Inc. (“MBCI”) and doubled our revenue base. As a result of the acquisition of MBCI, we became the largest domestic manufacturer of nonresidential metal components. In 2006, we acquired Robertson-Ceco II Corporation (“RCC”) which operates the Ceco Building Systems, Star Building Systems and Robertson Building Systems divisions and is a leader in the metal buildings industry. The RCC acquisition created an organization with greater product and geographic diversification, a stronger customer base and a more extensive distribution network than either company had individually, prior to the acquisition.
Since 2011, we have executed on a strategy to become the leading provider of IMP products in North America through our acquisitions of Metl-Span LLC (‘‘Metl-Span’’) in 2012 and CENTRIA, a Pennsylvania general partnership (‘‘CENTRIA’’), in 2015. We believe the IMP market remains underpenetrated in North America. IMP products possess several physical and cost-effective attributes, such as energy efficiency, that make them compelling alternatives to competing building materials, in particular due to the adoption of stricter standards and codes by numerous states in the United States that are expected to increase the use of IMP products in construction projects. Given these factors, we believe that growth within the IMP market will continue to outpace the broader metal building sector and the nonresidential construction industry as a whole.
The engineered building systems, metal components and metal coil coating businesses, and the construction industry in general, are seasonal in nature. Sales normally are lower in the first half of each fiscal year compared to the second half of each fiscal year because of unfavorable weather conditions for construction and typical business planning cycles affecting construction.
The nonresidential construction industry is highly sensitive to national and regional macroeconomic conditions. One of the primary challenges we face is that the United States economy is slowly recovering from a recession and a period of relatively low nonresidential construction activity, which began in the third quarter of 2008 and reduced demand for our products and adversely affected our business. In addition, the tightening of credit in financial markets over the same period adversely affected the ability of our customers to obtain financing for construction projects. As a result, we experienced a decrease in orders and cancellations of orders for our products. While economic growth has either resumed or remained flat, the nonresidential construction industry continues to be below previous cyclical troughs.
Current market estimates continue to show uneven activity across the nonresidential construction markets. According to Dodge, low-rise nonresidential construction starts, as measured in square feet and comprising buildings of up to five stories, were down as much as approximately 2% in our fiscal 2017 as compared to our fiscal 2016. However, Dodge typically revises initial reported figures, and we expect this metric will be revised upwards over time. Leading indicators for low-rise, nonresidential construction activity indicate positive momentum into fiscal 2018.
The leading indicators that we follow 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, Dodge residential single family starts and the Conference Board Leading Economic Index (“LEI”). Historically, there has been a very high correlation
to the Dodge low-rise nonresidential starts when the three leading indicators are combined and then seasonally adjusted. The combined forward projection of these metrics, based on a 9 to 14-month historical lag for each metric, indicates low single digit growth for new low-rise nonresidential construction starts in fiscal 2018.
On October 20, 2009, we completed a financial restructuring that resulted in a change of control of the Company. As part of the restructuring, Clayton, Dubilier & Rice Fund VIII, L.P. and CD&R Friends & Family Fund VIII, L.P. (together, the “CD&R Funds”), purchased an aggregate of 250,000 shares of a newly created class of our convertible preferred stock, designated the Series B Cumulative Convertible Participating Preferred Stock (the “Convertible Preferred Stock,” and shares thereof, the “Preferred Shares”), then representing approximately 68.4% of the voting power and Common Stock of the Company on an as-converted basis (the “Equity Investment”). On May 14, 2013, the CD&R Funds delivered a formal notice requesting the conversion of all of their Preferred Shares into shares of our Common Stock (the “Conversion”). In connection with the Conversion request, we issued the CD&R Funds 54,136,817 shares of our Common Stock, representing 72.4% of the Common Stock of the Company then outstanding. Under the terms of the Preferred Shares, no consideration was required to be paid by the CD&R Funds to the Company in connection with the Conversion of the Preferred Shares. As a result of the Conversion, the CD&R Funds no longer have rights to dividends or default dividends as specified in the Certificate of Designations for the Convertible Preferred Stock. The Conversion eliminated all the outstanding Convertible Preferred Stock and increased stockholders’ equity by nearly $620.0 million, returning our stockholders’ equity to a positive balance during fiscal 2013.
On June 22, 2012, we completed the acquisition of Metl-Span (the “Metl-Span Acquisition”) acquiring all of its outstanding membership interests for approximately $145.7 million in cash, which included $4.7 million of cash acquired. Upon the closing of the Metl-Span Acquisition, Metl-Span became a direct, wholly-owned subsidiary of NCI Group, Inc. Metl-Span’s operations are conducted through NCI Group, Inc. and its results are included in the results of our Metal Components Segment. The Metl-Span Acquisition strengthened our position as a leading fully integrated supplier to the nonresidential building products industry in North America, providing our customers a comprehensive suite of building products.
On November 7, 2014, the Company, Steelbuilding.com, LLC (together with the Company, the “Guarantors”) and the Company’s subsidiaries NCI Group, Inc. and Robertson-Ceco II Corporation (each a “Borrower” and collectively, the “Borrowers”) entered into Amendment No. 3 to the Loan and Security Agreement (the “ABL Loan and Security Agreement”) among the Borrowers, the Guarantors, Wells Fargo Capital Finance, LLC, as administrative agent and co-collateral agent, Bank of America, N.A., as co-collateral agent and syndication agent, and certain other lenders under the ABL Loan and Security Agreement, in order to amend the ABL Loan and Security Agreement to (i) permit the acquisition of CENTRIA (“CENTRIA Acquisition”), (ii) permit the entry by the Company into documentation with respect to certain debt financing to be incurred in connection with the CENTRIA Acquisition and the incurrence of debt with respect thereto, (iii) extend the maturity date to June 24, 2019, (iv) decrease the applicable margin with respect to borrowings thereunder and (v) make certain other amendments and modifications to provide greater operational and financial flexibility.
On January 16, 2015, the Company issued $250.0 million in aggregate principal amount of 8.25% senior notes due 2023 (the “Notes”) to fund the CENTRIA Acquisition. Interest on the Notes accrues at the rate of 8.25% per annum and is payable semi-annually in arrears on January 15 and July 15. The Notes are guaranteed on a senior unsecured basis by all of the Company’s existing and future domestic subsidiaries that guarantee the Company’s obligations (including by reason of being a borrower under the senior secured asset-based revolving credit facility on a joint and several basis with the Company or a guarantor subsidiary) under the senior secured credit facilities. The Notes are unsecured senior indebtedness and rank equally in right of payment with all of the Company’s existing and future senior indebtedness and senior in right of payment to all of its future subordinated obligations. In addition, the Notes and guarantees are structurally subordinated to all existing and future indebtedness and other liabilities of the Company’s non-guarantor subsidiaries.
The Company may redeem the Notes at any time prior to January 15, 2018, at a price equal to 100% of the principal amount thereof, plus accrued and unpaid interest, if any, to the redemption date, plus the applicable make-whole premium. On or after January 15, 2018, the Company may redeem all or a part of the Notes at redemption prices (expressed as percentages of principal amount thereof) equal to 106.188% for the twelve-month period beginning on January 15, 2018, 104.125% for the twelve-month period beginning on January 15, 2019, 102.063% for the twelve-month period beginning on January 15, 2020 and 100.000% for the twelve-month period beginning on January 15, 2021 and at any time thereafter, plus accrued and unpaid interest, if any, to the applicable redemption date of the Notes. In addition, prior to January 15, 2018, the Company may redeem the Notes in an aggregate principal amount equal to up to 40.0% of the original aggregate principal amount of the Notes with funds in an equal aggregate amount not exceeding the aggregate proceeds of one or more equity offerings, at a redemption price of 108.250%, plus accrued and unpaid interest, if any, to the applicable redemption date of the Notes.
On July 18, 2016, the Company entered into an agreement with the CD&R Funds to repurchase 2.9 million shares of our Common Stock at a price per share equal to the price per share paid by the underwriters to the CD&R Funds in the underwritten offering (the “2016 Stock Repurchase”). The 2016 Stock Repurchase, which was completed concurrently with the 2016 Secondary Offering (as defined below), represented a private, non-underwritten transaction between the Company and the CD&R Funds
that was approved and recommended by the Affiliate Transactions Committee of our board of directors. Following completion of the 2016 Stock Repurchase, the Company canceled the shares repurchased from the CD&R Funds, resulting in a $45.0 million decrease in both additional paid in capital and treasury stock. The 2016 Stock Repurchase was funded by the Company’s cash on hand.
On July 25, 2016, the CD&R Funds completed a registered underwritten offering, in which the CD&R Funds offered 9.0 million shares of our Common Stock at a price to the public of $16.15 per share (the “2016 Secondary Offering”). The underwriters also exercised their option to purchase 1.35 million additional shares of our Common Stock from the CD&R Funds. The aggregate offering price for the 10.35 million shares sold in the 2016 Secondary Offering was approximately $160.1 million, net of underwriting discounts and commissions. The CD&R Funds received all of the proceeds from the 2016 Secondary Offering and no shares in the 2016 Secondary Offering were sold by the Company or any of its officers or directors (although certain of our directors are affiliated with the CD&R Funds).
On May 2, 2017, the Company entered into Amendment No. 2 (the “Amendment”) to its existing Credit Agreement, dated as of June 22, 2012, between NCI Building Systems, Inc., as borrower, and Credit Suisse AG, Cayman Islands Branch, as administrative agent and collateral agent and the other financial institutions party thereto from time ti time (as previously amended by Amendment No. 1, dated as of June 24, 2013, the “Existing Term Loan Facility” and, as amended, the “Term Loan Facility”), primarily to extend the maturity date and reduce the interest rate applicable to all of the outstanding term loans under the Term Loan Facility.
On December 11, 2017, the CD&R funds completed a registered underwritten offering, in which the CD&R Funds sold 7.15 million shares of the Company’s Common Stock at a price to the public of $19.36 per share (the “2017 Secondary Offering”). Pursuant to the underwriting agreement, at the CD&R Funds request, the Company purchased 1.15 million of the 7.15 million shares of the Common Stock from the underwriters in the 2017 Secondary Offering at a price per share equal to the price at which the underwriters purchased the shares from the CD&R Funds. The total amount the Company spent on these repurchases was $22.3 million. Following the closing of the 2017 Stock Repurchase, the CD&R Funds own approximately 34.7%.
Our principal offices are located at 10943 North Sam Houston Parkway West, Houston, Texas 77064, and our telephone number is (281) 897-7788.
We file annual, quarterly and current reports and other informationoriginally filed with the Securities and Exchange Commission (“SEC”) on December 19, 2018 (the “SEC”“Original Filing”). Our annual reports and is being filed to provide the information required by Items 10, 11, 12, 13, and 14 of Part III of Form 10-K. This information was previously omitted from the Original Filing in reliance on General Instruction G(3) to Form 10-K, quarterly reports onwhich permits the information in the above referenced items to be incorporated in the Form 10-Q and current reports on Form 8-K, along with any amendments to those reports, are available free of charge at10-K by reference from our corporate website at http://www.ncibuildingsystems.com as soon as practicabledefinitive proxy statement if such statement is filed no later than 120 days after such material is electronically filed with, or furnished to, the SEC. In addition, our website includes other items related to corporate governance matters, including our corporate governance guidelines, charters of various committees offiscal year end. On November 16, 2018, our board of directors (the “Board” or “Board of Directors”) approved and changed the code of business conduct and ethics applicable to our employees, officers and directors. You may obtain copies of these documents, free of charge, from our corporate website. However, the information on our website is not incorporated by reference into this Form 10-K.
Operating Segments
We have three operating segments: Engineered Building Systems; Metal Components; and Metal Coil Coating. All operating segments operate primarily in the nonresidential construction market. Sales and earnings are influenced by general economic conditions, the level of nonresidential construction activity, metal roof repair and retrofit demand and the availability and terms of financing available for construction. Our operating segments are vertically integrated and benefit from using similar basic raw materials. The manufacturing and distribution activities of our segments are effectively coupled through the use of our nationwide hub-and-spoke manufacturing and distribution system, which supports and enhances our vertical integration.
Engineered Building Systems.
Products. Engineered building systems consist of engineered structural members and panels that are fabricated and roll-formed in a factory. These systems are custom designed and engineered to meet project requirements and then shipped to a construction site complete and ready for assembly with no additional field welding required. Engineered building systems manufacturers design an integrated system that meets applicable building code and designated end use requirements. These systems consist of primary structural framing, secondary structural members (purlins and girts) and metal roof and wall systems or conventional wall materials manufactured by others, such as masonry and concrete tilt-up panels.
Engineered building systems typically consist of three systems:
Primary structural framing. Primary structural framing, fabricated from heavy-gauge plate steel, supports the secondary structural framing, roof, walls and all externally applied loads. Through the primary framing, the force of all applied loads is structurally transferred to the foundation.
Secondary structural framing. Secondary structural framing is designed to strengthen the primary structural framing and efficiently transfer applied loads from the roof and walls to the primary structural framing. Secondary structural framing consists of medium-gauge, roll-formed steel components called purlins and girts. Purlins are attached to the primary frame to support the roof. Girts are attached to the primary frame to support the walls.
Metal roof and wall systems. Metal roof and wall systems not only lock out the weather but may also contribute to the structural integrity of the overall building system. Roof and wall panels are fabricated from light-gauge, roll-formed steel in many architectural configurations.
Accessory components complete the engineered building system. These components include doors, windows, specialty trims, gutters and interior partitions.
The following characteristics of engineered building systems distinguish them from other methods of construction:
Shorter construction time. In many instances, it takes less time to construct an engineered building than other building types. In addition, because most of the work is done in the factory, the likelihood of weather interruptions is reduced.
More efficient material utilization. The larger engineered building systems manufacturers use computer-aided analysis and design to fabricate structural members with high strength-to-weight ratios, minimizing raw materials costs.
Lower construction costs. The in-plant manufacture of engineered building systems, coupled with automation, allows the substitution of less expensive factory labor for much of the skilled on-site construction labor otherwise required for traditional building methods.
Greater ease of expansion. Engineered building systems can be modified quickly and economically before, during or after the building is completed to accommodate all types of expansion. Typically, an engineered building system can be expanded by removing the end or side walls, erecting new framework and adding matching wall and roof panels.
Lower maintenance costs. Unlike wood, metal is not susceptible to deterioration from cracking, rotting or insect damage. Furthermore, factory-applied roof and siding panel coatings resist cracking, peeling, chipping, chalking and fading.
Environmentally friendly. Our buildings utilize between 30% and 60% recycled content and our roofing and siding utilize painted surfaces with high reflectance and emissivity, which help conserve energy and operating costs.
Manufacturing. As of October 29, 2017, we operated seven facilities for manufacturing and distributing engineered building systems throughout the United States and in Monterrey, Mexico.
After we receive an order, our engineers design the engineered building system to meet the customer’s requirements and to satisfy applicable building codes and zoning requirements. To expedite this process, we use computer-aided design and engineering systems to generate engineering and erection drawings and a bill of materials for the manufacture of the engineered building system. From time to time, depending on our volume, we outsource portions of our drafting requirements to third parties.
Once the specifications and designs of the customer’s project have been finalized, the manufacturing of frames and other building systems begins at one of our frame manufacturing facilities. Fabrication of the primary structural framing consists of a process in which steel plates are punched and sheared and then routed through an automatic welding machine and sent through further fitting and welding processes. The secondary structural framing and the covering system are roll-formed steel products that are manufactured at our full manufacturing facilities as well as our components plants.
Upon completion of the manufacturing process, structural framing members and metal roof and wall systems are shipped to the job site for assembly. Since on-site construction is performed by an unaffiliated, independent general contractor, usually one of our authorized builders, we generally are not responsible for claims by end users or owners attributable to faulty on-site construction. The time elapsed between our receipt of an order and shipment of a completed building system has typically ranged from six to twelve weeks, although delivery varies depending on engineering and drafting requirements and the length of the permitting process.
Sales, Marketing and Customers. We are one of the largest domestic suppliers of engineered building systems. We design, engineer, manufacture and market engineered building systems and self-storage building systems for all nonresidential markets including commercial, industrial, agricultural, governmental and community.
Throughout the twentieth century, the applications of metal buildings have significantly evolved from small, portable structures that prospered during World War II into fully customizable building solutions spanning virtually every commercial low-rise end-use market.
We believe the cost of an engineered building system, excluding the cost of the land, generally represents approximately 15% to 20% of the total cost of constructing a building, which includes such elements as labor, plumbing, electricity, heating
and air conditioning systems, installation and interior finish. Technological advances in products and materials, as well as significant improvements in engineering and design techniques, have led to the development of structural systems that are compatible with more traditional construction materials. Architects and designers now often combine an engineered building system with masonry, concrete, glass and wood exterior facades to meet the aesthetic requirements of end users while preserving the inherent characteristics of engineered building systems. As a result, the uses for engineered building systems now include office buildings, showrooms, retail shopping centers, banks, schools, places of worship, warehouses, factories, distribution centers, government buildings and community centers for which aesthetics and architectural features are important considerations of the end users. In addition, advances in our products such as insulated steel panel systems for roof and wall applications give buildings the desired balance of strength, thermal efficiency and aesthetic attractiveness.
We sell engineered building systems to builders, general contractors, developers and end users nationwide under the brand names “Metallic,” “Mid-West Steel,” “A & S,” “All American,” “Mesco,” “Star,” “Ceco,” “Robertson,” “Garco,” “Heritage” and “SteelBuilding.com.” We market engineered building systems through an in-house sales force to authorized builder networks of approximately 3,200 builders. We also sell engineered building systems via direct sale to owners and end users as well as through private label companies. In addition to a traditional business-to-business channel, we sell small custom-engineered metal buildings through two other consumer-oriented marketing channels targeting end-use purchasers and small general contractors. We sell through Heritage Building Systems (“Heritage”), which is a direct-response, phone-based sales organization, and Steelbuilding.com, which allows customers to design, price and buy small metal buildings online. During fiscal 2017, our largest customer for Engineered Building Systems accounted for less than 2% of our total consolidated sales and external sales of our engineered building systems segment accounted for 37.3% of total consolidated sales for the fiscal year.
The majority of our sales of engineered building systems are made through our authorized builder networks. We enter into an authorized builder agreement with independent general contractors that market our products and services to users. These agreements generally grant the builder the non-exclusive right to market our products in a specified territory. Generally, the agreement is cancelable by either party with between 30 and 60 days’ notice. The agreement does not prohibit the builder from marketing engineered building systems of other manufacturers. In some cases, we may defray a portion of the builder’s advertising costs and provide volume purchasing and other pricing incentives to encourage those businesses to deal exclusively or principally with us. The builder is required to maintain a place of business in its designated territory, provide a sales organization, conduct periodic advertising programs and perform construction, warranty and other services for customers and potential customers. An authorized builder usually is hired by an end-user to erect an engineered building system on the customer’s site and provide general contracting, subcontracting and/or other services related to the completion of the project. We sell our products to the builder, which generally includes the price of the building as a part of its overall construction contract with its customer. We rely upon maintaining a satisfactory business relationship for continuing job orders from our authorized builders.
Metal Components.
Products. Metal components include metal roof and wall systems, metal partitions, metal trim, doors and other related accessories. These products are used in new construction and in repair and retrofit applications for industrial, commercial, institutional, agricultural and rural uses. Metal components are used in a wide variety of construction applications, including purlins and girts, roofing, standing seam roofing, walls, doors, trim and other parts of traditional buildings, as well as in architectural applications and engineered building systems. Although precise market data is limited, we estimate the metal components market, including roofing applications, to be a multi-billion dollar market. We believe that metal products have gained and continue to gain a greater share of new construction and repair and retrofit markets due to increasing acceptance and recognition of the benefits of metal products in building applications.
Our metal components consist of individual components, including secondary structural framing, metal roof and wall systems and associated metal trims. We sell directly to contractors or end users for use in the building industry, including the construction of metal buildings. We also stock and market metal component parts for use in the maintenance and repair of existing buildings. Specific component products we manufacture include metal roof and wall systems, purlins, girts, partitions, header panels and related trim and screws. We are continually developing and marketing new products such as our Soundwall™, Nu-Roof™ system and Energy Star cool roofing. We believe we offer the widest selection of metal components in the building industry. We custom produce purlins and girts for our customers and offer one of the widest selections of sizes and profiles in the United States. Metal roof and wall systems protect the rest of the structure and the contents of the building from the weather. They may also contribute to the structural integrity of the building.
Metal roofing systems have several advantages over conventional roofing systems, including the following:
Lower life cycle cost. The total cost over the life of metal roofing systems is lower than that of conventional roofing systems for both new construction and retrofit roofing. For new construction, the cost of installing metal roofing is greater than the cost of conventional roofing. However, the longer life and lower maintenance costs of metal roofing make the cost more attractive. For retrofit roofing, although installation costs are higher for metal roofing due to the need for a sloping support system, over time the lower ongoing costs more than offset the initial cost.
Increased longevity. Metal roofing systems generally last for a minimum of 20 years without requiring major maintenance or replacement. This compares to five to ten years for conventional roofs. The cost of leaks and roof failures associated with conventional roofing can be very high, including damage to building interiors and disruption of the functional usefulness of the building. Metal roofing prolongs the intervals between costly and time-consuming repair work.
Attractive aesthetics and design flexibility. Metal roofing systems allow architects and builders to integrate colors and geometric design into the roofing of new and existing buildings, providing an increasingly fashionable means of enhancing a building’s aesthetics. Conventional roofing material is generally tar paper or a gravel surface, and building designers tend to conceal roofs made with these materials.
Our metal roofing products are attractive and durable. We use standing seam roof technology to replace traditional built-up and single-ply roofs as well as to provide a distinctive look to new construction.
Manufacturing. As of October 29, 2017, we operated 26 facilities (24 in the United States, one in Canada and one in China) to manufacture metal components for the nonresidential construction industry, including three facilities for our door operations and nine facilities for our IMP products.
Metal component products are roll-formed or fabricated at each plant using roll-formers and other metal working equipment. In roll-forming, pre-finished coils of steel are unwound and passed through a series of progressive forming rolls that form the steel into various profiles of medium-gauge structural shapes and light-gauge roof and wall panels.
Sales, Marketing and Customers. We are one of the largest domestic suppliers of metal components to the nonresidential building industry. We design, manufacture, sell and distribute one of the widest selections of components for a variety of new construction applications as well as for repair and retrofit uses.
We manufacture and design metal roofing systems for sales to regional metal building manufacturers, general contractors and subcontractors. We believe we have the broadest line of standing seam roofing products in the building industry. In addition, we have granted 21 non-exclusive, on-going license agreements to 18 companies, both domestic and international, relating to our standing seam roof technology.
These licenses, for a fee, are provided with MBCI’s technical know-how relating to the marketing, sales, testing, engineering, estimating, manufacture and installation of the licensed product. The licensees buy their own roll forming equipment to manufacture the roof panels and typically buy accessories for the licensed roof system from MBCI.
We estimate that metal roofing currently accounts for less than 10% of total roofing material volume. However, metal roofing accounts for a significant portion of the overall metal components market. As a result, we believe that significant opportunities exist for metal roofing, with its advantages over conventional roofing materials, to increase its overall share of this market.
One of our strategic objectives and a major part of our “green” initiative is to expand our IMP product lines, which are increasingly desirable because of their energy efficiency, noise reduction and aesthetic qualities. Our IMP product line manufacturing facilities in the United States, Canada and China provide the nonresidential building products market with cost-effective and energy efficient insulated metal wall and roof panels.
Our “green” initiative enables us to capitalize on increasing consumer preferences for environmentally-friendly construction. We believe this will allow us to further service the needs of our existing customer base and to gain new customers.
We sell metal components directly to regional manufacturers, contractors, subcontractors, distributors, lumberyards, cooperative buying groups and other customers under the brand names “MBCI”, “American Building Components” (“ABC”), “Eco-ficient”, “Metl-Span”, “CENTRIA” and “Metal Depots.” In addition to metal roofing systems, we manufacture roll-up doors and sell interior and exterior walk doors for use in the self-storage industry and metal and other buildings. Roll-up doors, interior and exterior doors, interior partitions and walls, header panels and trim are sold directly to contractors and other customers under the brand “Doors and Buildings Components” (“DBCI”). These components also are produced for integration into self-storage and engineered building systems sold by us. In addition to a traditional business-to-business channel, we sell components through Metal Depots, which has eight retail stores throughout the United States and specifically targets end-use consumers and small general contractors.
We market our components products primarily within six market segments: commercial/industrial, architectural, standing seam roof systems, agricultural, residential and cold storage. In addition, our IMP product lines service each of our six market segments. Customers include small, medium and large contractors, specialty roofers, regional fabricators, regional engineered building fabricators, post frame contractors, material resellers and end users. Commercial and industrial businesses, including self-storage, are heavy users of metal components and metal buildings systems. Standing seam roof and architectural customers have emerged as an important part of our customer base. As metal buildings become a more acceptable building alternative and aesthetics become an increasingly important consideration for end users of metal buildings, we believe that architects will
participate more in the design and purchase decisions and will use metal components to a greater extent. Wood frame builders also purchase our metal components through distributors, lumberyards, cooperative buying groups and chain stores for various uses, including agricultural buildings.
Our metal components sales operations are organized into geographic regions. Each region is headed by a general sales manager supported by individual regional sales managers. Each local sales office is staffed by a direct sales force responsible for contacting customers and architects and a sales coordinator who supervises the sales process from the time the order is received until it is shipped and invoiced. The regional and local focus of our customers requires extensive knowledge of local business conditions. During fiscal 2017, our largest customer for Metal Components accounted for less than 1% of our total consolidated sales and external sales of our metal components segment accounted for 56.4% of total consolidated sales for the fiscal year.
Metal Coil Coating.
Products. Metal coil coating consists of cleaning, treating and painting various flat-rolled metals, in coil form, as well as slitting and/or embossing the metal, before the metal is fabricated for use by various industrial users. Light gauge and heavy gauge metal coils that are painted, either for decorative or corrosion protection purposes, are utilized in the building industry by manufacturers of metal components and engineered building systems. In addition, these painted metal coils are utilized by manufacturers of other products, such as water heaters, lighting fixtures, ceiling grids, HVAC and appliances. We clean, treat and coat both heavy gauge (hot-rolled) and light gauge metal coils for our other operating segments and for third party customers, who utilize them in a variety of applications, including construction products, heating and air conditioning systems, water heaters, lighting fixtures, ceiling grids, office furniture, appliances and other products. We provide toll coating services under which the customer provides the metal coil and we provide only the coil coating process. We also provide a painted metal package under which we sell both the metal coil and the coil coating service together.
We believe that pre-painted metal coils provide manufacturers with a higher quality, environmentally cleaner and more cost-effective solution to operating their own in-house painting operations. Pre-painted metal coils also offer manufacturers the opportunity to produce a broader and more aesthetically pleasing range of products.
Manufacturing. As of October 29, 2017, we operated five metal coil coating facilities located in the United States. Two of our facilities coat hot-rolled, heavy gauge metal coils and three of our facilities coat light gauge metal coils.
Our coil coating processes have multiple stages. In the first stage, the metal surface is cleaned and a chemical pretreatment is applied. The pretreatment is designed to promote adhesion of the paint system and enhance the corrosion resistance of the metal. After the pretreatment stage, a paint system is roll-applied to the metal surface, then baked at a high temperature to cure the coating and achieve a set of physical properties that not only make the metal more attractive, but also allows it to be formed into a manufactured product, all while maintaining the integrity of the paint system so that it can endure the final end use requirements. After the coating system has been cured, the metal substrate is rewound into a finished metal coil and packaged for shipment. Slitting and embossing processes can also be performed on the finished coil in accordance with customer specifications, prior to shipment.
Sales, Marketing and Customers. We process metal coils to supply substantially all the coating requirements of our own metal components and engineered building systems operating segments. We also process metal coils to supply external customers in a number of different industries.
We market our metal coil coating products and processes under the brand names “Metal Coaters” and “Metal Prep”. Each of our metal coil coating facilities has an independent sales staff.
We sell our products and processes principally to original equipment manufacturer customers who utilize pre-painted metal, including other manufacturers of engineered building systems and metal components. Our customer base also includes steel mills, metal service centers and painted coil distributors who in-turn supply various manufacturers of engineered building systems, metal components, lighting fixtures, ceiling grids, water heaters, appliances and other manufactured products. During fiscal 2017, the largest customer of our Metal Coil Coating segment accounted for less than 2% of our total consolidated sales and external sales of our metal coil coating segment represented 6.3% of total consolidated sales for the fiscal year.
Business Strategy
We intend to expand our business, enhance our market position and increase our sales and profitability by focusing on the implementation of a number of key initiatives that we believe will help us grow and reduce costs. Our current strategy focuses primarily on organic initiatives, but also considers the use of opportunistic acquisitions to achieve our growth objectives:
Corporate-Wide Initiatives. We will continue our focus on leveraging technology, automation and supply chain efficiencies to be one of the lowest cost producers, reduce engineering, selling, general and administrative (“ESG&A”) expenses and improve plant utilization through expanded use of our integrated business model and facility re-alignment.
To further distinguish the value of our products and services, our manufacturing platform has been reorganized into a single, integrated organization, to rapidly incorporate the benefits of lean manufacturing best practices and efficiencies across all of our facilities.
Engineered Building Systems Segment. We intend to enhance the performance of our differentiated brands by aligning our operations to achieve the best total value building solution, delivered complete and on-time, every time. We are focused on providing industry leading cycle times, service and quality, while improving customer satisfaction.
Metal Components Segment. We intend to maintain our leading positions in these markets and seek opportunities to profitably expand our customer base by providing industry leading customer service. In addition, we intend to drive increased IMP sales through all commercial channels.
Metal Coil Coating Segment. Through diversification of our external customer base and national footprint, we plan to grow non-construction sales as a supply chain partner to national manufacturers. We will continue to leverage efficiency improvements to be one of the lowest cost producers.
Restructuring
We continue to execute on our plans to improve cost efficiency through the optimization of our combined manufacturing plant footprint and the elimination of certain fixed and indirect ESG&A costs. During theCompany’s fiscal year ended October 29, 2017, we incurred restructuring charges, primarily consisting of severance related costs of $4.7 million, including $3.2 million and $1.2 million in the Engineered Building Systems segment and Metal Components segment, respectively,
As a result of the successful execution of these plans, the Company has eliminated approximately $23.0 million of costs through fiscal 2017 with an additional $8.5 million expected to be realized in fiscal 2018. The Company further expects to achieve aggregate cost savings and efficiency improvements ranging between $40 million and $50 million in phases by the end of 2020. We are currently unable to make a good faith determination of cost estimates, or range of cost estimates, for actions associated with implementation of these plans. Restructuring charges will be recorded for these plans as they become estimable and probable. See Note 5 — Restructuring in the notes to the consolidated financial statements for additional information.
Raw Materials
The principal raw material used in manufacturing of our metal components and engineered building systems is steel which we purchase from multiple steel producers. Our various products are fabricated from steel produced by mills including bars, plates, structural shapes, hot-rolled coils and galvanized or Galvalume®-coated coils (Galvalume® is a registered trademark of BIEC International, Inc.).
Our raw materials on hand increased to $150.9 million at October 29, 2017 from $145.1 million at October 30, 2016 due to rising input costs and to support higher levels of business activity in fiscal 2017.
The price and supply of steel impacts our business. The steel industry is highly cyclical in nature, and steel prices have been volatile in recent years and may remain volatile in the future. Steel prices are influenced by numerous factors beyond our control, including general economic conditions domestically and internationally, currency fluctuations, the availability of raw materials, competition, labor costs, freight and transportation costs, production costs, import duties and other trade restrictions. We believe the CRU North American Steel Price Index, published by the CRU Group since 1994, reasonably depicts the volatility we have experienced in steel prices. See “Item 7A. Quantitative and Qualitative Disclosures About Market Risk — Steel Prices.” During fiscal 2017 and 2016, steel prices fluctuated due to market conditions ranging from a low point of 145 to a high point of 181 on the CRU Index in fiscal 2017 and from a low point of 113 to a high point of 174 on the CRU Index in fiscal 2016. Based on the cyclical nature of the steel industry, we expect steel prices will continue to be volatile.
Although we have the ability to purchase steel from a number of suppliers, a production cutback by one or more of our current suppliers could create challenges in meeting delivery schedules to our customers. Because we have periodically adjusted our contract prices, particularly in the engineered building systems segment, we have generally been able to pass increases in our raw material costs through to our customers. We normally do not maintain an inventory of steel in excess of our current production requirements. However, from time to time, we may purchase steel in advance of announced steel price increases. For additional information about the risks of our raw material supply and pricing, see “Item 1A. Risk Factors.”
Backlog
At October 29, 2017 and October 30, 2016, the total backlog of orders, consisting of Engineered Building Systems’ and IMP orders, for our products we believe to be firm was $545.6 million and $515.8 million, respectively. Job orders included in backlog are generally cancelable by customers at any time for any reason; however, cancellation charges may be assessed. Occasionally, orders in the backlog are not completed and shipped for reasons that include changes in the requirements of the customers and the inability of customers to obtain necessary financing or zoning variances. We historically have estimated that between 10% and 20% of this backlog will extend beyond one year.
Competition
We and other manufacturers of metal components and engineered building systems compete in the building industry with all other alternative methods of building construction such as tilt-wall, concrete and wood, single-ply and built up, all of which may be perceived as more traditional, more aesthetically pleasing or having other advantages over our products. We compete with all manufacturers of building products, from small local firms to large national firms.
In addition, competition in the metal components and engineered building systems market of the building industry is intense. We believe it is based primarily on:
quality;
service;
on-time delivery;
ability to provide added value in the design and engineering of buildings;
price;
speed of construction; and
personal relationships with customers.
We compete with a number of other manufacturers of metal components and engineered building systems for the building industry, ranging from small local firms to large national firms. Many of these competitors operate on a regional basis. We have two primary nationwide competitors in the engineered building systems market and three primary nationwide competitors in the metal components market. However, the metal components market is more fragmented than the engineered building systems market.
As of October 29, 2017, we operated 38 manufacturing facilities located in the United States, Mexico, Canada and China, with additional sales and distribution offices throughout the United States and Canada. These facilities are used primarily for the manufacturing of metal components and engineered building systems for the building industry. We believe this broad geographic distribution gives us an advantage over our metal components and engineered building systems competitors because major elements of a customer’s decision are the speed and cost of delivery from the manufacturing facility to the product’s ultimate destination. We operate a fleet of trucks to deliver our products to our customers in a more timely manner than most of our competitors.
We compete with a number of other providers of metal coil coating services to manufacturers of metal components and engineered building systems for the building industry, ranging from small local firms to large national firms. Most of these competitors operate on a regional basis. Competition in the metal coil coating industry is intense and is based primarily on quality, service, delivery and price.
Consolidation
Over the last several years, there has been a consolidation of competitors within the industries of the engineered building systems, metal components and metal coil coating segments, which include many small local and regional firms. We believe that these industries will continue to consolidate, driven by the needs of manufacturers to increase anticipated long-term manufacturing capacity, achieve greater process integration, add geographic diversity to meet customers’ product and delivery needs, improve production efficiency and manage costs. When beneficial to our long-term goals and strategy, we have sought to consolidate our business operations with other companies. The resulting synergies from these consolidation efforts have allowed us to reduce costs while continuing to serve our customers’ needs. For more information, see “Acquisitions” below.
In addition to the consolidation of competitors within the industries of the engineered building systems, metal components and metal coil coating segments, in recent years there has been consolidation between those industries and steel producers. Several of our competitors have been acquired by steel producers, and further similar acquisitions are possible. For a discussion of the possible effects on us of such consolidations, see “Item 1A. Risk Factors.”
Acquisitions
We have a history of making acquisitions within our industry, and we regularly evaluate growth opportunities both through acquisitions and internal investment. We believe that there remain opportunities for growth through consolidation in the metal buildings and components segments, and our goal is to continue to grow organically and through opportunistic strategic acquisitions.
Consistent with our growth strategy, we frequently engage in discussions with potential sellers regarding the possible purchase by us of businesses, assets and operations that are strategic and complementary to our existing operations. Such assets
and operations include engineered building systems and metal components, but may also include assets that are closely related to, or intertwined with, these business lines, and enable us to leverage our asset base, knowledge base and skill sets. Such acquisition efforts may involve participation by us in processes that have been made public, involve a number of potential buyers and are commonly referred to as “auction” processes, as well as situations in which we believe we are the only party or one of the very limited number of potential buyers in negotiations with the potential seller. These acquisition efforts often involve assets that, if acquired, would have a material effect on our financial condition and results of operations.
We also evaluate from time to time possible dispositions of assets or businesses when such assets or businesses are no longer core to our operations and do not fit into our long-term strategy.
The Credit Agreement and the Notes contain a number of covenants that, among other things, limit or restrict the ability of the Company and its subsidiaries to dispose of assets, make acquisitions and engage in mergers. See “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations — Liquidity and Capital Resources — Debt.”
Environmental Matters
The operation of our business is subject to stringent and complex laws and regulations pertaining to health, safety and the environment. As an owner or operator of manufacturing facilities, we must comply with these laws and regulations at the federal, state and local levels. These laws and regulations can restrict or impact our business activities in many ways, such as:
requiring investigative or remedial action to mitigate or control certain environmental conditions that may have been caused by our operations or practices, or historically caused by former owners or operators at properties we have acquired; or
enjoining or restricting the operations of facilities found to be out of compliance with environmental laws and regulations, permits or other legal authorizations issued pursuant to such laws or regulations.
The trend in environmental regulation is to place more restrictions and requirements on activities that potentially impact human health and welfare or the environment. As a result, there can be no assurance as to the amount or timing of future expenditures for environmental compliance or corrective action, and actual future expenditures may differ from what we presently anticipate. However, we strategically anticipate future regulatory requirements that might be imposed and plan accordingly to meet and maintain compliance with such environmental laws and regulations. We do so with the goal of minimizing the associated costs of compliance while not intruding on our ability to comply.
Failure to comply with environmental laws and regulations may trigger a variety of administrative, civil or criminal enforcement measures, including the assessment of monetary penalties, the imposition of investigative or remedial requirements, the issuance of orders enjoining or limiting current or future operations, or the denial or revocation of permits or other legal authorizations. Certain environmental statutes impose strict, joint and several liability for costs required to clean up and restore sites where hazardous substances or industrial wastes have been mismanaged or otherwise released. Moreover, neighboring landowners or other third parties may file claims for personal injury and property damage allegedly caused by the release of substances or contaminants into the environment.
We do not believe that compliance with federal, state or local environmental laws and regulations will have a material adverse effect on our business, financial position or results of operations. In addition, we believe that the various environmental compliance activities we are presently engaged in are not expected to materially interrupt or diminish our operational ability to manufacture our products. We cannot assure, however, that future events, such as changes in existing laws, the promulgation of new laws, or the development or discovery of new facts or conditions related to our operations will not cause us to incur significant costs.
The following are representative environmental and safety requirements relating to our business:
Air Emissions. Our operations are subject to the federal Clean Air Act Amendments of 1990, or CAAA, and comparable state laws and regulations. These laws and regulations govern emissions of air pollutants from industrial stationary sources (including our manufacturing facilities) and impose various permitting, monitoring, record keeping and reporting requirements. Such laws and regulations may require us to: obtain pre-approval for the construction or modification of applicable projects or facility changes that have the potential to produce new or increased air emissions; obtain and comply with operating permits that limit air emissions or certain operational parameters; or employ best available emission control technologies to minimize or destruct emissions from our facilities.
Our failure to comply with these requirements could subject us to monetary penalties, injunctions, restrictions on operations, and potential administrative, civil or criminal enforcement actions. We may be required to incur certain capital expenditures in the future for air pollution control equipment in conjunction with obtaining and complying with pre-construction authorizations or operating permits for air emissions. We do not believe that our operations will be materially adversely affected by such requirements.
Greenhouse Gases. More stringent laws and regulations relating to climate change and greenhouse gases, or GHGs, may be adopted in the future and could cause us to incur additional operating costs or reduced demand for our products. On December 15, 2009, the federal Environmental Protection Agency, or EPA, published its findings that emissions of carbon dioxide, methane, and other GHGs present an endangerment to public health, the economy and the environment because emissions of such gases contribute to the warming of the earth’s atmosphere and other climate changes. These findings allowed the EPA to adopt and implement regulations that would restrict emissions of GHGs under existing provisions of the federal CAAA.
The EPA adopted regulations that would require a reduction in emissions of GHGs and could trigger permit review for GHGs produced from certain industrial stationary sources. In June 2010, the EPA adopted the Prevention of Significant Deterioration (“PSD”) and Title V Greenhouse Gas Tailoring Rule, which phases in permitting requirements for stationary sources of GHGs beginning January 2, 2011. This rule “tailors” these permitting programs to apply to certain significant stationary sources of GHG emissions in using a multistep process, with the largest sources first subjected to permitting. In June 2014, the Supreme Court restricted applicability of the Tailoring Rule to GHG-emitting stationary sources that also emit conventional non-GHG National Ambient Air Quality Standard criteria pollutants at levels greater than PSD and Title V threshold amounts.
Several North American state and multi-state climate change initiatives are either actively assessing, or have already implemented, measures to reduce GHG emissions, primarily through the development of emission source performance standards, GHG tracking systems and GHG emission cap-and-trade programs. These programs typically require major sources of GHGs to acquire and surrender emission allowances and offsets, with the number of allowances available for purchase incrementally reduced each year until an overall GHG emission reduction goal is achieved.
In October 2011, the California Air Resources Board adopted a cap-and-trade program that will require the state to reduce GHG emissions to 1990-levels by 2020. This program, along with mandatory GHG reporting and other complementary measures, was authorized by the California Global Warming Solutions Act (AB 32) of 2006. Effective January 1, 2013, cap-and-trade regulations applied to all major industrial sources and electricity generators, and expanded in 2015 to cover the distributors of transportation fuels, natural gas and other fuels. The amount of allowances available to these sources is set to decline by about three percent each year through 2020 as the cap is lowered and emissions are reduced.
Although it is not possible to accurately predict how new GHG legislation or regulations would impact our business, any new federal, regional or state restrictions on emissions of carbon dioxide or other GHGs that may be imposed in areas where we conduct business could result in increased compliance costs or additional operating restrictions on our facilities, raw material and energy suppliers, the transportation and distribution of our products, and our customers. Such restrictions could potentially make our products more expensive and thus reduce their demand, which could have a material adverse effect on our business.
Hazardous and Solid Industrial Waste. Our operations generate industrial solid wastes, including some hazardous wastes that are subject to the federal Resource Conservation and Recovery Act, or RCRA, and comparable state laws. RCRA imposes requirements for the handling, storage, treatment and disposal of hazardous waste. Industrial waste we generate, such as paint waste, spent solvents and used oils, may be regulated as hazardous waste, although RCRA has provisions to exempt some of our waste from classification as hazardous waste. However, our non-hazardous or exempted industrial waste is still regulated under state law or the less stringent industrial solid waste requirements of RCRA. We do not believe that our operations will be materially adversely affected by such requirements.
Site Remediation. The Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended, or CERCLA, and comparable state laws impose liability, without regard to fault or the legality of the original conduct, on certain classes of persons responsible for the release of hazardous substances into the environment. Such classes of persons include the current and past owners or operators of sites where a hazardous substance was released, and companies that disposed or arranged for disposal of hazardous substances at off-site locations such as landfills. In the course of our typical operations, we use materials and generate industrial solid wastes that fall within the definition of a “hazardous substance.”
CERCLA authorizes the EPA and, in some cases, third parties to take actions in response to threats to the public health and welfare or the environment and seek to recover from the responsible parties the costs incurred for remedial activities or other corrective actions. Under CERCLA, we could be subject to joint and several liability for: the full or partial costs of cleaning up and restoring sites where hazardous substances historically generated by us have been released; damages to natural resources; and the costs of risk assessment studies and containment measures.
We currently own or lease, and have in the past owned or leased, numerous properties that for many decades have been used for industrial manufacturing operations. Hazardous substances or industrial wastes may have been mismanaged, disposed of or released on or under the properties owned or leased by us, or on or under other locations where such wastes have been transported for disposal. In addition, some of these properties have been operated by third parties or previous owners whose management, release or disposal of hazardous substances or wastes were not under our control. These properties and the substances disposed or released on them may be subject to CERCLA, RCRA and analogous state laws.
Under such laws, we could be required to remove hazardous substances or previously disposed of industrial wastes (including wastes disposed by prior owners or operators); to investigate or remediate contaminated property (including contaminated soil and groundwater, whether from prior owners or operators or other historic activities or releases); or perform remedial closure activities to control or prevent future contamination. Moreover, neighboring landowners and other affected parties may file claims for personal injury and property damage allegedly caused by the release of hazardous substances into the environment.
Wastewater Discharges. Our operations are subject to the federal Water Pollution Control Act of 1972, as amended, also known as the Clean Water Act (“CWA”) and analogous state laws and regulations. These laws and regulations impose requirements and strict controls regarding the discharge of pollutants from industrial activity into waters of the United States. Such laws and regulations may require that we obtain and comply with categorical industrial waste water standards and pretreatment or discharge permits containing limits on various water pollutant and discharge parameters.
The Clean Water Rule, a rule jointly developed by the EPA and the U.S. Army Corps of Engineers that further defines the term “waters of the United States” for regulatory protection by the CWA through the addition of certain classes and categories of waters such as smaller streams, tributaries and wetlands, became effective on August 28, 2015. This rule could subject our facilities to new or more stringent water permitting requirements.
Our failure to comply with CWA requirements could subject us to monetary penalties, injunctions, restrictions on operations, and potential, administrative, civil or criminal enforcement actions. We may be required to incur certain capital expenditures in the future for wastewater discharge or storm water runoff treatment technology in connection with maintaining compliance with wastewater permits and water quality standards. Any unauthorized release of pollutants to waters of the United States from our facilities could result in administrative, civil or criminal penalties as well as associated corrective action obligations. We do not believe that our operations will be materially adversely affected by these requirements.
Employee Health and Safety. We are subject to the requirements of the Occupational Safety and Health Act, or OSHA, and comparable state laws that regulate the protection of the health and safety of our workers. In addition, the OSHA hazard communication standard requires that information about hazardous materials used or produced by our operations be maintained and is available to our employees, state and local government authorities, and citizens. We do not expect that our operations will be materially adversely affected by these requirements.
Zoning and Building Code Requirements
The engineered building systems and components we manufacture must meet zoning, building code and uplift requirements adopted by local governmental agencies. We believe that our products are in substantial compliance with applicable zoning, code and uplift requirements. Compliance does not have a material adverse effect on our business.
Patents, Licenses and Proprietary Rights
We have a number of United States patents, pending patent applications and other proprietary rights, including those relating to metal roofing systems, metal overhead doors, our pier and header system, our Long Bay® System and our building estimating and design system. The patents on our Long Bay® System expire in 2021. We also have several registered trademarks and pending registrations in the United States.
Research and Development Costs
Total expenditures for research and development were $4.3 million, $3.7 million and $2.7 million for fiscal years 2017, 2016 and 2015, respectively. We incur research and development costs to develop new products, improve existing products and improve safety factors of our products in the metal components segment. These products include building and roofing systems, insulated panels, clips, purlins and fasteners.
Employees
As of October 29, 2017, we have approximately 5,300 employees, of whom approximately 4,000 are manufacturing and engineering personnel. We regard our employee relations as satisfactory. Approximately 13% of our workforce, including the employees at our subsidiary in Mexico, are represented by a collective bargaining agreement or union.
Item 1A. Risk Factors.
Our industry is cyclical and highly sensitive to macroeconomic conditions. Our industry is currently experiencing a prolonged downturn which, if sustained, will materially and adversely affect the outlook for our business, liquidity and results of operations.
The nonresidential construction industry is highly sensitive to national and regional macroeconomic conditions. The United States and global economies are currently undergoing a period of unprecedented volatility, which is having an adverse effect on our business.
Current market estimates continue to show uneven activity across the nonresidential construction markets. According to Dodge, low-rise nonresidential construction starts, as measured in square feet and comprising buildings of up to five stories, were down as much as approximately 2% in our fiscal 2017 as compared to our fiscal 2016. However, Dodge typically revises initial reported figures, and we expect this metric may be revised upwards over time. Leading indicators for low-rise, nonresidential construction activity indicate positive momentum into fiscal 2018.
The leading indicators that we follow and that typically have the most meaningful correlation to nonresidential low-rise construction starts are the AIA Architecture Mixed Use Index, Dodge Residential single family starts and the LEI. Historically, there has been a very high correlation to the Dodge low-rise nonresidential starts when the three leading indicators are combined and then seasonally adjusted. The combined forward projection of these metrics, based on a 9 to 14-month historical lag for each metric, indicates low single digit growth for new low-rise nonresidential construction starts in fiscal 2018, with the majority of that growth occurring in the second half of our fiscal year.
However, continued uncertainty about current economic conditions has had a negative effect on our business, and will continue to pose a risk to our business as our customers may postpone spending in response to tighter credit, negative financial news and/or declines in income or asset values, which could have a material negative effect on the demand for our products. Other factors that could influence demand include fuel and other energy costs, conditions in the nonresidential real estate markets, labor and healthcare costs, access to credit and other macroeconomic factors. From time to time, our industry has also been adversely affected in various parts of the country by declines in nonresidential construction starts, including but not limited to, high vacancy rates, changes in tax laws affecting the real estate industry, high interest rates and the unavailability of financing. Sales of our products may be adversely affected by continued weakness in demand for our products within particular customer groups, or a continued decline in the general construction industry or particular geographic regions. These and other economic factors could have a material adverse effect on demand for our products and on our financial condition and operating results.
We cannot predict the timing or severity of any future economic or industry downturns. A prolonged economic downturn, particularly in states where many of our sales are made, would have a material adverse effect on our results of operations and financial condition, including potential asset impairments.
The ongoing uncertainty and volatility in the financial markets and the state of the worldwide economic recovery may adversely affect our operating results.
The markets in which we compete are sensitive to general business and economic conditions in the United States and worldwide, including availability of credit, interest rates, fluctuations in capital, credit and mortgage markets and business and consumer confidence. Additionally, political issues in the United States resulting in discord, conflict or lack of compromise between the legislative and executive branches of the U.S. government may affect the national debt, debt ceiling limit, tax reform or federal government budget, which could in turn adversely affect our results of operations. Adverse developments in global financial markets and general business and economic conditions, including through recession, downturn or otherwise, could have a material adverse effect on our business, financial condition, results of operations and cash flows, including our ability and the ability of our customers and suppliers to access capital. There was a significant decline in economic growth, both in the United States and worldwide, that began in the second half of 2007 and continued through 2009. In addition, volatility and disruption in the capital markets during that period reached unprecedented levels, with stock markets falling dramatically and credit becoming very expensive or unavailable to many companies without regard to those companies’ underlying financial strength. Although there have been some indications of stabilization in the general economy and certain industries and markets in which we operate, there can be no guarantee that any improvement in these areas will continue or be sustained.
Global financial markets continue to experience disruptions, including increased volatility, and diminished liquidity and credit availability. If global economic and market conditions, or economic conditions in Europe, the U.S. or other key markets, remain uncertain, persist, or deteriorate further, our customers may respond by suspending, delaying or reducing their purchases of our metal products, which may adversely affect our cash flows and results of operations.
Regulation from the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”) could adversely affect our business or financial results.
Changes in regulatory requirements, such as the reporting requirements relating to conflict minerals originating in the Democratic Republic of Congo or adjoining countries included in the Dodd-Frank Act, or evolving interpretations of existing regulatory requirements, may result in increased compliance cost, capital expenditures and other financial obligations that could adversely affect our business or financial results.
Changes in legislation, regulation and government policy as a result of the 2016 U.S. presidential and congressional elections may have a material effect on the Company’s business in the future.
The recent presidential and congressional elections in the United States could result in significant changes in, and uncertainty with respect to, legislation, regulation and government policy. While it is not possible to predict whether and when any such changes will occur, changes at the local, state or federal level could significantly impact the Company’s business. For example, the Company’s business activity levels are heavily influenced by the U.S. domestic economy and changes in administration policies may result in changes in tax rates and/or prevailing interest rates, which could either stimulate or contract activity levels in the domestic economy. More specifically, the Company has had a production facility in Mexico for approximately 20 years and purchases a material amount of manufactured products from this subsidiary. For example, in fiscal 2017, the Company imported approximately $56 million of metal building products from the Company’s Mexican subsidiary. Specific legislative and regulatory proposals discussed during and after the election that could have a material impact on us include, but are not limited to, reform of the U.S. federal tax code, and modifications to international trade policy. Any such changes, if unmitigated by changes in our supply chain or tax organization structures, may make it more difficult and/or more expensive for us and, thus, could have a material adverse effect on the Company’s results of operations and limit our growth.
Comprehensive tax reform legislation is currently under consideration by the U.S. Congress.
The U.S. Congress is considering comprehensive tax reform legislation that includes significant changes to taxation of business entities. These changes include, among others, (i) a permanent reduction to the corporate income tax rate, (ii) a partial limitation on the deductibility of business interest expense, (iii) elimination of deduction for income attributable to domestic production activities and (iv) a partial shift of the U.S. taxation of multinational corporations from a tax on worldwide income to a territorial system (along with a transitional rule that taxes certain historic foreign accumulated earnings and certain rules that aim to prevent erosion of U.S. income tax base). It is unclear whether the tax reform legislation will be enacted into law or, if enacted, what form it would take. The impact of any potential tax reform on us is uncertain.
Our business may be impacted by external factors that we may not be able to control.
War, civil conflict, terrorism, natural disasters and public health issues including domestic or international pandemic have caused and could cause damage or disruption to domestic or international commerce by creating economic or political uncertainties. Additionally, any volatility in the financial markets could negatively impact our business. These events could result in a decrease in demand for our products, make it difficult or impossible to deliver orders to customers or receive materials from suppliers, affect the availability or pricing of energy sources or result in other severe consequences that may or may not be predictable. As a result, our business, financial condition and results of operations could be materially adversely affected.
We have substantial debt and may incur substantial additional debt, which could adversely affect our financial health, reduce our profitability, limit our ability to obtain financing in the future and pursue certain business opportunities and make payments on our indebtedness.
We have substantial indebtedness. As of October 29, 2017, we had total indebtedness of approximately $394.1 million.
The amount of our debt or other similar obligations could have important consequences for us, including, but not limited to:
a substantial portion of our cash flow from operations must be dedicated to the payment of principal and interest on our indebtedness, thereby reducing the funds available to us for other purposes;
our ability to obtain additional financing for working capital, capital expenditures, acquisitions, debt service requirements or general corporate purposes and our ability to satisfy our obligations with respect to our outstanding indebtedness may be impaired in the future;
we are exposed to the risk of increased interest rates because a portion of our borrowings is at variable rates of interest;
we may be at a competitive disadvantage compared to our competitors with less debt or with comparable debt at more favorable interest rates and that, as a result, may be better positioned to withstand economic downturns;
our ability to refinance indebtedness may be limited or the associated costs may increase;
our ability to engage in acquisitions without raising additional equity or obtaining additional debt financing may be impaired in the future;
it may be more difficult for us to satisfy our obligations to our creditors, resulting in possible defaults on and acceleration of such indebtedness;
we may be more vulnerable to general adverse economic and industry conditions; and
our flexibility to adjust to changing market conditions and our ability to withstand competitive pressures could be limited, or we may be prevented from making capital investments that are necessary or important to our operations in general, growth strategy and efforts to improve operating margins of our business units.
If we cannot service our debt, we will be forced to take actions such as reducing or delaying acquisitions and/or capital expenditures, selling assets, restructuring or refinancing our debt or seeking additional equity capital. We can give you no assurance that we can do any of these things on satisfactory terms or at all.
The Amended ABL Facility, the Term Loan Facility and the indenture governing the Notes contain restrictions and limitations that could significantly impact our ability and the ability of most of our subsidiaries to engage in certain business and financial transactions.
Indenture Governing the Notes.
The indenture governing the Notes contains restrictive covenants that, among other things, limit our ability and the ability of our restricted subsidiaries to:
incur additional indebtedness or issue certain preferred shares;
pay dividends, redeem stock or make other distributions;
voluntarily repurchase, prepay or redeem subordinated indebtedness;
make investments;
create liens;
transfer or sell assets;
create restrictions on the ability of our restricted subsidiaries to pay dividends to us or make other intercompany transfers;
consolidate, merge, sell or otherwise dispose of all or substantially all of our assets;
enter into certain transactions with our affiliates; and
designate subsidiaries as unrestricted subsidiaries.
Term Loan Facility and Amended ABL Facility.
The Term Loan Facility and the Amended ABL Facility contain a number of covenants that limit our ability and the ability of our restricted subsidiaries (in the case of the Term Loan Facility) or subsidiaries (in the case of the ABL Facility) to:
incur additional indebtedness or issue certain preferred shares;
pay dividends, redeem stock or make other distributions;
voluntarily repurchase, prepay or redeem subordinated indebtedness or, in the case of the Amended ABL Facility, any indebtedness;
make investments;
create liens;
transfer or sell assets;
create restrictions on the ability of our subsidiaries (in the case of the Amended ABL Facility) and our restricted subsidiaries (in the case of the Term Loan Facility) to pay dividends to us or make other intercompany transfers;
make negative pledges;
consolidate, merge, sell or otherwise dispose of all or substantially all of our assets;
enter into certain transactions with affiliates; and
in the case of the Term Loan Facility, designate subsidiaries as unrestricted subsidiaries.
We are required to make mandatory pre-payments under the Term Loan Facility upon the occurrence of certain events including the sale of assets and the issuance of debt, in each case subject to certain limitations and conditions set forth in our Term Loan Facility.
Under the Amended ABL Facility, a “Dominion Event” occurs if either an event of default is continuing or excess availability falls below certain levels, during which period, and for certain periods thereafter, the administrative agent may apply all amounts in NCI’s concentration account to the repayment of the loans outstanding under the Amended ABL Facility, subject to an intercreditor agreement between the lenders under the Term Loan Facility and the Amended ABL Facility. In addition, during a Dominion Event, we are required to make mandatory repayments on the Amended ABL Facility upon the occurrence of certain events, including the sale of assets and the issuance of debt, in each case subject to certain limitations and conditions set forth in the Amended ABL Facility and the intercreditor agreement. If excess availability under the Amended ABL Facility falls below certain levels, our asset-based loan facility also requires us to satisfy set financial tests relating to our fixed charge coverage ratio.
These restrictions could limit our ability to plan for or react to market conditions or meet extraordinary capital needs or otherwise could restrict our activities. In addition, under certain circumstances and subject to the limitations set forth in the Term Loan Facility, the Term Loan Facility requires us to pay down our term loan to the extent we generate excess positive cash flow each fiscal year. These restrictions could also adversely affect our ability to finance our future operations or capital needs or to engage in other business activities that would be in our interest.
Our failure to comply with obligations under the indenture governing the Notes, the Amended ABL Facility or the Term Loan Facility would result in an event of default under the indenture, the Amended ABL Facility or the Term Loan Facility, as applicable. A default, if not cured or waived, may permit acceleration of our indebtedness. If our indebtedness is accelerated, we cannot be certain that we will have sufficient funds available to pay the accelerated indebtedness or that we will have the ability to refinance the accelerated indebtedness on terms favorable to us or at all.
Despite our indebtedness levels, we and our subsidiaries may be able to incur substantially more indebtedness, which may increase the risks to our financial condition created by our substantial indebtedness.
The terms of the Amended ABL Facility, the Term Loan Facility and the indenture governing the Notes provide us and our subsidiaries with the flexibility to incur a substantial amount of indebtedness in the future, which indebtedness may be secured or unsecured. As of October 29, 2017, we had total indebtedness of approximately $394.1 million. In particular, if we or our subsidiaries are in compliance with certain incurrence ratios set forth in the Amended ABL Facility, the Term Loan Facility and the indenture governing the Notes, we may be able to incur substantial additional indebtedness. Any such incurrence of additional indebtedness may increase the risks created by our current substantial indebtedness. As of October 29, 2017, we were able to borrow up to approximately $140.0 million under the Amended ABL Facility. All of these borrowings under the Amended ABL Facility would be secured.
We may not be able to repurchase the Notes upon a change of control.
Upon the occurrence of a change of control event specified in the indenture governing the Notes, we will be required to offer to repurchase all outstanding Notes (unless otherwise redeemed) at a price equal to 101% of the principal amount thereof, plus accrued and unpaid interest and additional interest, if any, to the date of repurchase. It is possible, however, that we will not have sufficient funds available at the time of the change of control to make the required repurchase of Notes. We may be unable to repay all of that indebtedness or to obtain such consent. Any requirement to offer to repurchase outstanding Notes may therefore require us to refinance our other outstanding debt, which we may not be able to do on commercially reasonable terms, if at all. A change of control may constitute an event of default under the Term Loan Facility and the Amended ABL Facility. In addition, our failure to repurchase the Notes after a change of control in accordance with the terms of the indenture governing the Notes would constitute an event of default under such indenture, which in turn would result in a default under the Amended ABL Facility and the Term Loan Facility, and could ultimately result in the acceleration of the indebtedness represented by the Notes and under the Term Loan Facility and the Amended ABL Facility.
An increase in interest rates would increase the cost of servicing our debt and could reduce our profitability, decrease our liquidity and impact our solvency.
Our indebtedness under the Amended ABL Facility will bear interest at variable rates and, to the extent LIBOR exceeds 1.00%, our indebtedness under the Term Loan Facility will bear interest at variable rates. As a result, increases in interest rates could increase the cost of servicing such debt and materially reduce our profitability and cash flows. As of October 29, 2017, assuming all Amended ABL Facility revolving loans were fully drawn and LIBOR exceeded 1.00%, each one percent change in interest rates would result in approximately a $2.8 million change in annual interest expense on the Term Loan Facility and the Amended ABL Facility. The impact of such an increase would be more significant for us than it would be for some other companies because of our substantial debt.
A downgrade, suspension or withdrawal of the rating assigned by a rating agency to us or the Notes, if any, could cause the liquidity or market value of the Notes to decline.
The Notes have been rated by nationally recognized rating agencies and may in the future be rated by additional rating agencies. In determining our credit ratings, the rating agencies consider a number of both quantitative and qualitative factors. These factors include earnings, fixed charges such as interest, cash flows, total debt outstanding, total secured debt, off balance sheet obligations and other commitments, total capitalization and various ratios calculated from these factors. Our debt securities, including the Notes, and our debt facilities may in the future be rated by additional rating agencies. We cannot assure you that any rating so assigned will remain for any given period of time or that a rating will not be lowered or withdrawn entirely by a rating agency if, in that rating agency’s judgment, circumstances relating to the basis of the rating, such as an adverse change to our business, so warrant. The interest rates and other terms within our current credit agreements are not impacted by rating agency actions. Any downgrade, suspension or withdrawal of a rating by a rating agency (or any anticipated downgrade, suspension or withdrawal) could reduce the liquidity or market value of our outstanding Notes and make our ability to raise new funds or renew maturing debt more difficult.
We may have future capital needs and may not be able to obtain additional financing on acceptable terms.
Although we believe that our current cash position and the additional committed funding available under our Amended ABL Facility is sufficient for our current operations, any reductions in our available borrowing capacity, or our inability to renew or replace our debt facilities, when required or when business conditions warrant, could have a material adverse effect on our business, financial condition and results of operations. The economic conditions, credit market conditions and economic climate affecting our industry, as well as other factors, may constrain our financing abilities. Our ability to secure additional financing, if available, and to satisfy our financial obligations under indebtedness outstanding from time to time will depend upon our future operating performance, the availability of credit generally, economic conditions and financial, business and other factors, many of which are beyond our control. The market conditions and the macroeconomic conditions that affect our industry could have a material adverse effect on our ability to secure financing on favorable terms, if at all.
We may be unable to secure additional financing or financing on favorable terms or our operating cash flow may be insufficient to satisfy our financial obligations under the indebtedness outstanding from time to time. Furthermore, if financing is not available when needed, or is available on unfavorable terms, we may be unable to take advantage of business opportunities or respond to competitive pressures, any of which could have a material adverse effect on our business, financial condition and results of operations. If we raise additional funds through further issuances of equity, convertible debt securities or other securities convertible into equity, our existing stockholders could suffer significant dilution.
Our ability to access future financing also may be dependent on regulatory restrictions applicable to banks and other institutions subject to U.S. federal banking regulations, even if the market would otherwise be willing to provide such financing.
We have obligations incident to being a public company, including with respect to the requirements of and related rules under the Sarbanes-Oxley Act of 2002. Fulfilling these obligations is expensive and time-consuming, and any delays or difficulties in satisfying these obligations could have a material adverse effect on our future results of operations.
We completed our initial public offering in fiscal 1992. As a public company, we are subject to the reporting and corporate governance requirements, New York Stock Exchange (“NYSE”) listing standards and the Sarbanes-Oxley Act of 2002, that apply to issuers of listed equity, which imposes certain compliance costs and obligations upon us. Being a public company entails higher auditing, accounting and legal fees and expenses, investor relations expenses, directors’ fees and director and officer liability insurance costs, registrar and transfer agent fees and listing fees, as well as other expenses, than for a non-public company.
We have, in the past, discovered, and may in the future, discover material weaknesses in our internal controls over financial reporting. If we fail to maintain an effective system of internal controls, we may not be able to accurately report our financial results or prevent fraud.
As disclosed in our Annual Report on Form 10-K for the fiscal year ended October 30, 2016, filed on January 10, 2017, we previously identified material weaknesses as of October 30, 2016 in our internal control over financial reporting resulting from (1) our failure to maintain an effective control environment at CENTRIA, which we acquired in January 2015, and (2) gaps in the design of controls, including general IT and other IT related controls, over the monitoring and review of the estimated selling price that was allocated to each separate unit of accounting for revenue arrangements within our Engineered Building Systems segment. In fiscal 2017, we devoted significant resources toward remediation and improvement of our internal controls over financial reporting.
Failure to have effective internal control over financial reporting could result in a misstatement of our financial statements. If, as a result of deficiencies in our internal control over financial reporting, we cannot provide reliable financial statements, our business decision processes may be adversely affected, our business and results of operations could be harmed, investors could lose confidence in our reported financial information, our stock price may decline and our ability to obtain additional financing,
or additional financing on favorable terms, could be adversely affected. In addition, failure to maintain effective internal control over financial reporting could result in investigations or sanctions by the SEC or other regulatory authorities. In addition, because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues or instances of fraud, if any, within the Company have been detected.
During fiscal 2017 we concluded that the material weaknesses were remediated. Additional details regarding the remediation of material weaknesses are disclosed under “Controls and Procedures” in Part II, Item 9A of this Report.
We may recognize goodwill or other intangible asset impairment charges.
Future triggering events, such as declines in our cash flow projections, may cause impairments of our goodwill or intangible assets based on factors such as our stock price, projected cash flows, assumptions used, control premiums or other variables.
For example, we completed our annual impairment assessment of goodwill and indefinite lived intangibles in the fourth quarter of fiscal 2017 and recorded a $6.0 million impairment charge related to the goodwill associated with a reporting unit within the Metal Components segment.
Our businesses are seasonal, and our results of operations during our first two fiscal quarters may be adversely affected by weather conditions.
The engineered building systems, metal components and metal coil coating businesses, and the construction industry in general, are seasonal in nature. Sales normally are lower in the first half of each fiscal year compared to the second half of the fiscal year because of unfavorable weather conditions for construction and typical business planning cycles affecting construction. This seasonality adversely affects our results of operations for the first two fiscal quarters. Prolonged severe weather conditions can delay construction projects and otherwise adversely affect our business.
Price volatility and supply constraints in the steel market could prevent us from meeting delivery schedules to our customers or reduce our profit margins.
Our business is heavily dependent on the price and supply of steel. The steel industry is highly cyclical in nature, and steel prices have been volatile in recent years and may remain volatile in the future. Steel prices are influenced by numerous factors beyond our control, including general economic conditions domestically and internationally, currency fluctuations, the availability of raw materials, competition, labor costs, freight and transportation costs, production costs, import duties and other trade restrictions. Given the level of steel industry consolidation, the anticipated additional domestic market capacity, generally low inventories in the industry and slow economic recovery, a sudden increase in demand could affect our ability to purchase steel and result in rapidly increasing steel prices.
We normally do not maintain an inventory of steel in excess of our current production requirements. However, from time to time, we may purchase steel in advance of announced steel price increases. In addition, it is our current practice to purchase all steel inventory that has been ordered but is not in our possession. If demand for our products declines, our inventory may increase. We can give you no assurance that steel will remain available, that prices will not continue to be volatile or that we will be able to purchase steel on favorable or commercially reasonable terms. While most of our sales contracts have escalation clauses that allow us, under certain circumstances, to pass along all or a portion of increases in the price of steel after the date of the contract but prior to delivery, we may, for competitive or other reasons, not be able to pass such price increases along. If the available supply of steel declines, we could experience price increases that we are not able to pass on to our customers, a deterioration of service from our suppliers or interruptions or delays that may cause us not to meet delivery schedules to our customers. Any of these problems could adversely affect our results of operations and financial condition. For more information about steel pricing trends in recent years, see “Item 1. Business — Raw Materials” and “Item 7A. Quantitative and Qualitative Disclosures about Market Risk — Steel Prices.”
We rely on third-party suppliers for materials in addition to steel, and if we fail to identify and develop relationships with a sufficient number of qualified suppliers, or if there is a significant interruption in our supply chains, our business and results of operations could be adversely affected.
In addition to steel, our operations require other raw materials from third-party suppliers. We generally have multiple sources of supply for our raw materials, however, in some cases, materials are provided by a single supplier. The loss of, or substantial decrease in the availability of, products from our suppliers, or the loss of a key supplier, could adversely impact our financial condition and results of operations. In addition, supply interruptions could arise from shortages of raw materials, labor disputes or weather conditions affecting products or shipments or other factors beyond our control. Short- and long-term disruptions in our supply chain would result in a need to maintain higher inventory levels as we replace similar product, a higher cost of product and ultimately a decrease in our revenues and profitability. To the extent our suppliers experience disruptions, there is a risk for delivery delays, production delays, production issues or delivery of non-conforming products by our suppliers. Even where these risks do not materialize, we may incur costs as we prepare contingency plans to address such risks. In addition, disruptions in transportation lines could delay our receipt of raw materials. If our supply of raw materials is disrupted or our delivery times
extended, our results of operations and financial condition could be materially adversely affected. Furthermore, some of our third-party suppliers may not be able to handle commodity cost volatility or changing volumes while still performing up to our specifications. Short-term changes in the cost of these materials, some of which are subject to significant fluctuations, are sometimes, but not always passed on to our customers. Our inability to pass on material price increases to our customers could adversely impact our financial condition, operating results and cash flows.
Failure to retain or replace key personnel could hurt our operations.
Our success depends to a significant degree upon the efforts, contributions and abilities of our senior management, plant managers and other highly skilled personnel, including our sales executives. These executives and managers have many accumulated years of experience in our industry and have developed personal relationships with our customers that are important to our business. If we do not retain the services of our key personnel or if we fail to adequately plan for the succession of such individuals, our customer relationships, results of operations and financial condition may be adversely affected.
If we are unable to enforce our intellectual property rights, or if such intellectual property rights become obsolete, our competitive position could be adversely affected.
We utilize a variety of intellectual property rights in our services. We have a number of United States copyrights, patents, foreign patents, pending patent and copyright applications and other proprietary rights, including those relating to metal roofing systems, metal overhead doors, our pier and header system, our Long Bay® System and our building estimating and design system. CENTRIA also has a number of U.S. patents, including for its composite joinery apparatus. We and CENTRIA also have a number of registered trademarks and pending registrations in the United States. In addition, CENTRIA has exclusively licensed certain metal building cladding technology from Proclad Enterprises Ltd., which, under certain circumstances, may be converted to a non-exclusive license. We view this portfolio of owned and licensed process and design technologies as one of our competitive strengths. We may not be able to successfully preserve these intellectual property rights in the future and these rights could be invalidated, circumvented, or challenged.
There can be no assurance that the efforts we have taken to protect our proprietary rights will be sufficient or effective, that any pending or future patent and trademark applications will lead to issued patents and registered trademarks in all instances, that others will not develop or patent similar or superior technologies, products or services, or that our patents, trademarks and other intellectual property will not be challenged, invalidated, misappropriated or infringed by others. If we are unable to protect and maintain our intellectual property rights including those acquired from CENTRIA, or if there are any successful intellectual property challenges or infringement proceedings against us, including in connection with intellectual property of CENTRIA, our business and revenue could be materially and adversely affected.
We may also be subject to future claims and legal proceedings regarding alleged infringement by us of the patents, trademarks and other intellectual property rights of third parties. If there is a claim against us for infringement, misappropriation, misuse or other violation of third party intellectual property rights, and we are unable to obtain sufficient rights or develop non-infringing intellectual property or otherwise alter our business practices on a timely or cost-efficient basis, our business and competitive position may be adversely affected.
We incur costs to comply with environmental laws and have liabilities for environmental investigations, cleanups and claims.
Because we emit and discharge pollutants into the environment, own and operate real property that has historically been used for industrial purposes and generate and handle hazardous substances and industrial wastes, we incur costs and liabilities to comply with environmental laws and regulations. We may incur significant additional costs as those laws and regulations or their enforcement change in the future if we discover a release of hazardous substances into the environment, or if a historical release of hazardous substances, industrial wastes or other contamination is identified.
The operations of our manufacturing facilities are subject to stringent and complex federal, state and local environmental laws and regulations. These include, for example, (i) the federal Clean Air Act and comparable state laws and regulations that impose obligations related to air emissions; (ii) the federal Clean Water Act and comparable state laws and regulations that impose obligations related to wastewater and storm water discharges; (iii) the federal Resource Conservation and Recovery Act and comparable state laws that impose requirements for the storage, treatment, handling and disposal of industrial wastes from our facilities; and (iv) the Comprehensive Environmental Response, Compensation and Liability Act of 1980 and comparable state laws that impose liability for the investigation and cleanup of hazardous substances or industrial wastes that may have been released at properties currently or previously owned or operated by us, or at locations to which we have sent industrial waste for disposal.
Failure to comply with these laws and regulations may trigger a variety of administrative, civil and criminal enforcement measures, including the assessment of monetary penalties; the imposition of investigative or remedial requirements; personal injury, property or natural resource damages claims; and the issuance of orders enjoining current or future operations, or the
denial or revocation of permits or other legal authorizations. For more information about the effect of environmental laws and regulations on our business, see “Item 1. Business — Environmental Matters.”
The industries in which we operate are highly competitive.
We compete with all other alternative methods of building construction, which may be viewed as more traditional, more aesthetically pleasing or having other advantages over our products. In addition, competition in the metal components and metal buildings markets of the building industry and in the metal coil coating segment is intense. It is based primarily on:
quality;
service;
on-time delivery;
ability to provide added value in the design and engineering of buildings;
price;
speed of construction in buildings and components; and
personal relationships with customers.
We compete with a number of other manufacturers of metal components and engineered building systems and providers of coil coating services ranging from small local firms to large national firms. In addition, we and other manufacturers of metal components and engineered building systems compete with alternative methods of building construction. If these alternative building methods compete successfully against us, such competition could adversely affect us.
In addition, several of our competitors have been acquired by steel producers. Competitors owned by steel producers may have a competitive advantage on raw materials that we do not enjoy. Steel producers may prioritize deliveries of raw materials to such competitors or provide them with more favorable pricing, both of which could enable them to offer products to customers at lower prices or accelerated delivery schedules.
Our stock price has been and may continue to be volatile.
The trading price of our Common Stock has fluctuated in the past and is subject to significant fluctuations in response to the following factors, some of which are beyond our control:
variations in quarterly operating results;
deviations in our earnings from publicly disclosed forward-looking guidance;
variability in our revenues;
changes in earnings estimates by analysts;
our announcements of significant contracts, acquisitions, strategic partnerships or joint ventures;
general conditions in the metal components and engineered building systems industries;
uncertainty about current global economic conditions;
sales of our Common Stock by our sponsor;
fluctuations in stock market price and volume; and
other general economic conditions.
During fiscal 2017, our stock price on the NYSE ranged from a high of $18.60 per share to a low of $13.05 per share. In recent years, the stock market in general has experienced extreme price and volume fluctuations that have affected the market price for many companies in industries similar to ours. Some of these fluctuations have been unrelated to the operating performance of the affected companies. These market fluctuations may decrease the market price of our Common Stock in the future.
Acquisitions may be unsuccessful if we incorrectly predict operating results or are unable to identify and complete future acquisitions and integrate acquired assets or businesses.
We have a history of expansion through acquisitions, and we believe that if our industry continues to consolidate, our future success may depend, in part, on our ability to successfully complete acquisitions. Growing through acquisitions and managing that growth will require us to continue to invest in operational, financial and management information systems and to attract,
retain, motivate and effectively manage our employees. Pursuing and integrating acquisitions involves a number of risks, including:
the risk of incorrect assumptions or estimates regarding the future results of the acquired business or expected cost reductions or other synergies expected to be realized as a result of acquiring the business;
diversion of management’s attention from existing operations;
unexpected losses of key employees, customers and suppliers of the acquired business;
integrating the financial, technological and management standards, processes, procedures and controls of the acquired business with those of our existing operations; and
increasing the scope, geographic diversity and complexity of our operations.
Although the majority of our growth strategy is organic in nature, if we do pursue opportunistic acquisitions, we can provide no assurance that we will be successful in identifying or completing any acquisitions or that any businesses or assets that we are able to acquire will be successfully integrated into our existing business. We cannot predict the effect, if any, that any announcement or consummation of an acquisition would have on the trading prices of our common stock.
Acquisitions subject us to numerous risks that could adversely affect our results of operations.
If we pursue further acquisitions, depending on conditions in the acquisition market, it may be difficult or impossible for us to identify businesses or operations for acquisition, or we may not be able to make acquisitions on terms that we consider economically acceptable. Even if we are able to identify suitable acquisition opportunities, our acquisition strategy depends upon, among other things, our ability to obtain financing and, in some cases, regulatory approvals, including under the Hart-Scott-Rodino Act.
Our incurrence of additional debt, contingent liabilities and expenses in connection with any future acquisitions could have a material adverse effect on our financial condition and results of operations. Furthermore, our financial position and results of operations may fluctuate significantly from period to period based on whether significant acquisitions are completed in particular periods. Competition for acquisitions is intense and may increase the cost of, or cause us to refrain from, completing acquisitions. In addition, we may be unable to consummate any acquisition once announced and may be liable for termination fees.
Restructuring our operations may harm our profitability, financial condition and results of operations. Our ability to fully achieve the estimated cost savings is uncertain.
We have developed plans to improve cost efficiency and optimize our combined manufacturing plant footprint considering our recent acquisitions and restructuring efforts. Future charges related to the plans may harm our profitability in the periods incurred. Additionally, if we were to incur unexpected charges related to the plans, our financial condition and results of operations may suffer.
Implementation of these plans carry significant risks, including:
actual or perceived disruption of service or reduction in service levels to our customers;
failure to preserve supplier relationships and distribution, sales and other important relationships and to resolve conflicts that may arise
potential adverse effects on our internal control environment and an inability to preserve adequate internal controls;
diversion of management attention from ongoing business activities and other strategic objectives; and
failure to maintain employee morale and retain key employees.
Because of these and other factors, we cannot predict whether we will fully realize the cost savings from these plans. If we do not fully realize the expected cost savings from these plans, our business and results of operations may be negatively affected. Also, if we were to experience any adverse changes to our business, additional restructuring activities may be required in the future.
In connection with the Equity Investment, we entered into a stockholders agreement with the CD&R Funds pursuant to which the CD&R Funds have substantial governance and other rights and setting forth certain terms and conditions regarding the Equity Investment and the ownership of the CD&R Funds’ shares of Common Stock.
Pursuant to the stockholders agreement with the CD&R Funds, subject to certain ownership and other requirements and conditions, the CD&R Funds have the right to appoint directors to our board of directors proportionate to their ownership, including the “Lead Director” or Chairman of the Executive Committee of our board of directors, and have consent rights over a variety of significant corporate and financing matters, including, subject to certain customary exceptions and specified baskets,
sales and acquisitions of assets, issuances and redemptions of equity, incurrence of debt, the declaration or payment of extraordinary distributions or dividends and changes to the Company’s line of business. In addition, the CD&R Funds are granted subscription rights under the terms and conditions of the stockholders agreement.
Transactions engaged in by the CD&R Funds or our directors or executives involving our Common Stock may have an adverse effect on the price of our stock.
As of October 29, 2017, our officers, directors and the CD&R Funds collectively own approximately 45.3% of our issued and outstanding Common Stock. On April 8, 2016, the SEC declared effective our shelf registration statement on Form S-3 which registered the resale of the shares of our Common Stock held by CD&R Funds. On December 11, 2017, the CD&R funds completed the 2017 Offering of 7,150,000 million shares of our Common Stock. Pursuant to the underwriting agreement, at the CD&R Funds request, we purchased 1,150,000 shares of our Common Stock from the underwriters in the 2017 Secondary Offering at a price per share equal to the price at which the underwriters purchased the shares from the CD&R Funds (the “2017 Stock Repurchase”). Following the closing of the 2017 Stock Repurchase, the CD&R Funds own approximately 34.7%. See Note 23 — Subsequent Events in the notes to the consolidated financial statements for more information on the 2017 Secondary Offering and Stock Repurchase. Future sales of our shares by these stockholders could have the effect of lowering our stock price. The perceived risk associated with the possible sale of a large number of shares by these stockholders could cause some of our stockholders to sell their stock, thus causing the price of our stock to decline. In addition, actual or anticipated downward pressure on our stock price due to actual or anticipated sales of stock by our directors or officers could cause other institutions or individuals to engage in short sales of our Common Stock, which may further cause the price of our stock to decline.
From time to time our directors, executive officers, or the CD&R Funds may sell shares of our Common Stock on the open market or otherwise, for a variety of reasons, which may be related or unrelated to the performance of our business. These sales will be publicly disclosed in filings made with the SEC. Our stockholders may perceive these sales as a reflection on management’s view of the business which may result in a drop in the price of our stock or cause some stockholders to sell their shares of our Common Stock.
Volatility in energy prices may impact our operating costs, and we may be unable to pass any resulting increases to our customers in the form of higher prices for our products.
Volatility in energy prices may increase our operating costs and may reduce our profitability and cash flows if we are unable to pass any resulting increases to our customers. We use energy in the manufacture and transport of our products. In particular, our manufacturing plants use considerable amounts of electricity and natural gas. Consequently, our operating costs typically increase if energy costs rise. During periods of higher energy costs, we may not be able to recover our operating cost increases through price increases without reducing demand for our products. To the extent we are not able to recover these cost increases through price increases or otherwise, our profitability and cash flow will be adversely impacted. We partially hedge our exposure to higher prices via fixed forward positions.
The adoption of climate change legislation or regulations restricting emissions of greenhouse gases could increase our operating costs or reduce demand for our products.
More stringent laws and regulations relating to climate change and greenhouse gases, or GHGs, may be adopted in the future and could cause us to incur additional operating costs or reduced demand for our products. On December 15, 2009, the federal Environmental Protection Agency, or EPA, published its findings that emissions of carbon dioxide, methane, and other GHGs present an endangerment to public health, the economy and the environment because emissions of such gases, according to the EPA, contribute to the warming of the earth’s atmosphere and other climate changes. These findings allowed the EPA to adopt and implement regulations that would restrict emissions of GHGs under existing provisions of the federal CAA.
Several North American state and multi-state climate change initiatives are either actively studying, or have already implemented, measures to reduce GHG emissions, primarily through the development of emission source performance standards, GHG tracking systems and GHG emission cap-and-trade programs. These programs typically require major sources of GHGs to acquire and surrender emission allowances and offsets, with the number of allowances available for purchase reduced each year until an overall GHG emission reduction goal is achieved.
In October 2011, the California Air Resources Board adopted a cap-and-trade program that will require the state to reduce GHG emissions to 1990-levels by 2020. This program, along with mandatory GHG reporting and other complementary measures, was authorized by the California Global Warming Solutions Act (AB 32) of 2006. Effective January 1, 2013, cap-and-trade regulations apply to all major industrial sources and electricity generators, and expanded in 2015 to cover the distributors of transportation fuels, natural gas and other fuels. The amount of allowances available to these sources is set to decline by about three percent each year through 2020 as the cap is lowered and emissions are reduced.
Although it is not possible to accurately predict how new GHG legislation or regulations would impact our business, any new federal, regional or state restrictions on emissions of carbon dioxide or other GHGs that may be imposed in areas where
we conduct business could result in increased compliance costs or additional operating restrictions on our facilities, raw material suppliers, the transportation and distribution of our products and our customers. Such restrictions could potentially make our products more expensive and thus reduce their demand, which could have a material adverse effect on our business.
Breaches of our information system security measures could disrupt our internal operations.
We are dependent upon information technology for the distribution of information internally and also to our customers and suppliers. This information technology is subject to theft, damage or interruption from a variety of sources, including but not limited to malicious computer viruses, security breaches and defects in design. Various measures have been implemented to manage our risks related to information system and network disruptions, but a system failure or breach of these measures could negatively impact our operations and financial results.
Damage to our computer infrastructure and software systems could harm our business.
The unavailability of any of our primary information management systems for any significant period of time could have an adverse effect on our operations. In particular, our ability to deliver products to our customers when needed, collect our receivables and manage inventory levels successfully largely depend on the efficient operation of our computer hardware and software systems. Through information management systems, we provide inventory availability to our sales and operating personnel, improve customer service through better order and product reference data and monitor operating results. Difficulties associated with upgrades, installations of major software or hardware, and integration with new systems could lead to business interruptions that could harm our reputation, increase our operating costs and decrease our profitability. In addition, these systems are vulnerable to, among other things, damage or interruption from power loss, computer system and network failures, loss of telecommunications services, operator negligence, physical and electronic loss of data, or security breaches and computer viruses.
We have contracted with third-party service providers that provide us with redundant data center services in the event that our major information management systems are damaged. The backup data centers and other protective measures we take could prove to be inadequate. Our inability to restore data completely and accurately could lead to inaccurate and/or untimely filings of our periodic reports with the SEC, tax filings with the IRS or other required filings, all of which could have a significant negative impact on our corporate reputation and could negatively impact our stock price or result in fines or penalties that could impact our financial results.
Our enterprise resource planning technologies will require maintenance or replacement in order to allow us to continue to operate and manage critical aspects of our business.
We rely heavily on enterprise resource planning technologies (“ERP Systems”) from third parties in order to operate and manage critical internal functions of our business, including accounting, order management, procurement, and transactional entry and approval. Certain of our ERP Systems are no longer supported by their vendor, are reaching the end of their useful life or are in need of significant updates to adequately perform the functions we require. We have limited access to support for older software versions and may be unable to repair the hardware required to run certain ERP Systems on a timely basis due to the unavailability of replacement parts. In addition, we face operational vulnerabilities due to limited access to software patches and software updates on any software that is no longer supported by their vendor. We are planning hardware and software upgrades to our ERP Systems and are in discussions with third party vendors regarding system updates.
If our ERP Systems become unavailable due to extended outages or interruptions, or because they are no longer available on commercially reasonable terms, our operational efficiency could be harmed and we may face increased replacement costs. We may also face extended recovery time in the event of a system failure due to lack of resources to troubleshoot and resolve such issues. Our ability to manage our operations could be interrupted and our order management processes and customer support functions could be impaired until equivalent services are identified, obtained and implemented on commercially reasonable terms, all of which could adversely affect our business, results of operations and financial condition.
Our operations are subject to hazards that may cause personal injury or property damage, thereby subjecting us to liabilities and possible losses, which may not be covered by insurance.
Our workers are subject to the usual hazards associated with work in manufacturing environments. Operating hazards can cause personal injury and loss of life, as well as damage to or destruction of business personal property, and possible environmental impairment. We are subject to either deductible or self-insured retention (SIR) amounts, per claim or occurrence, under our Property/Casualty insurance programs, as well as an individual stop-loss limit per claim under our group medical insurance plan. We maintain insurance coverage to transfer risk, with aggregate and per-occurrence limits and deductible or retention levels that we believe are consistent with industry practice. The transfer of risk through insurance cannot guarantee that coverage will be available for every loss or liability that we may incur in our operations.
Exposures that could create insured (or uninsured) liabilities are difficult to assess and quantify due to unknown factors, including but not limited to injury frequency and severity, natural disasters, terrorism threats, third-party liability, and claims that are incurred but not reported (“IBNR”). Although we engage third-party actuarial professionals to assist us in determining
our probable future loss exposure, it is possible that claims or costs could exceed our estimates or our insurance limits, or could be uninsurable. In such instances we might be required to use working capital to satisfy these losses rather than to maintain or expand our operations, which could materially and adversely affect our operating results and our financial condition.
Due to the international nature of our business, we could be adversely affected by violations of certain laws.
In addition to the United States, we operate our business in Canada, Mexico and China, and make sales in certain other jurisdictions. The policies of our business mandate compliance with certain U.S. and international laws, such as import/export laws and regulations, anti-boycott laws, economic sanctions, laws and regulations, the U.S. Foreign Corrupt Practices Act and similar anti-bribery laws. We operate in parts of the world that have experienced governmental corruption to some degree and, in certain circumstances, strict compliance with anti-bribery laws may conflict with local customs and practices. We cannot provide assurance that our internal controls and procedures will always prevent reckless or criminal acts by our employees or agents, or that the operations of acquired businesses will have been conducted in accordance with our policies and applicable regulations. If we are found to be liable for violations of these laws (either due to our own acts, out of inadvertence or due to the acts or inadvertence of others), we could suffer criminal or civil penalties or other sanctions, including limitations on our ability to conduct our business, which could have a material and adverse effect on our results of operations, financial condition and cash flows.
Item 1B. Unresolved Staff Comments.
There are no unresolved staff comments outstanding with the Securities and Exchange Commission at this time.
Item 2. Properties.
As of October 29, 2017, we conducted manufacturing operations at the following facilities: |
| | | | | | |
Facility | | Products | | Square Feet | | Owned or
Leased |
Domestic: | | | | | | |
Chandler, Arizona | | Doors and related metal components | | 37,000 | | Leased |
Tolleson, Arizona | | Metal components(1)
| | 70,551 | | Owned |
Sheridan, Arkansas | | Metal components(8)
| | 215,000 | | Owned |
Atwater, California | | Engineered building systems(2)
| | 219,870 | | Owned |
Rancho Cucamonga, California | | Metal coil coating | | 98,137 | | Owned |
Adel, Georgia | | Metal components(1)
| | 78,809 | | Owned |
Lithia Springs, Georgia | | Metal components(3)
| | 118,446 | | Owned |
Douglasville, Georgia | | Doors and related metal components | | 87,811 | | Owned |
Marietta, Georgia | | Metal coil coating | | 205,000 | | Leased/Owned |
Mattoon, Illinois | | Metal components(8)
| | 124,800 | | Owned |
Shelbyville, Indiana | | Metal components(1)
| | 70,200 | | Owned |
Shelbyville, Indiana | | Metal components(8)
| | 108,300 | | Leased |
Monticello, Iowa | | Engineered building systems(4)
| | 231,966 | | Owned |
Mount Pleasant, Iowa | | Engineered building systems(4)
| | 218,500 | | Owned |
Frankfort, Kentucky | | Metal components(8)
| | 270,000 | | Owned |
Hernando, Mississippi | | Metal components(1)
| | 129,682 | | Owned |
Omaha, Nebraska | | Metal components(5)
| | 56,716 | | Owned |
Las Vegas, Nevada | | Metal components(8)
| | 126,400 | | Leased |
Rome, New York | | Metal components(5)
| | 53,700 | | Owned |
Cambridge, Ohio | | Metal coil coating | | 200,000 | | Owned |
Middletown, Ohio | | Metal coil coating | | 170,000 | | Owned |
Oklahoma City, Oklahoma | | Metal components(5)
| | 59,400 | | Leased |
Ambridge, Pennsylvania | | Metal coil coating | | 32,000 | | Leased |
Elizabethton, Tennessee | | Engineered building systems(4)
| | 228,113 | | Owned |
Lexington, Tennessee | | Engineered building systems(6)
| | 140,504 | | Owned |
Memphis, Tennessee | | Metal coil coating | | 65,895 | | Owned |
Houston, Texas | | Metal components(3)
| | 264,641 | | Owned |
Houston, Texas | | Metal coil coating | | 40,000 | | Owned |
Houston, Texas | | Engineered building systems(4)(7)
| | 615,064 | | Owned |
Houston, Texas | | Doors and related metal components | | 42,572 | | Owned |
Lewisville, Texas | | Metal components(8)
| | 91,800 | | Owned |
Lubbock, Texas | | Metal components(1)
| | 95,376 | | Owned |
Midlothian, Texas | | Metal components(9)
| | 60,000 | | Owned |
Salt Lake City, Utah | | Metal components(3)
| | 84,800 | | Owned |
Prince George, Virginia | | Metal components(8)
| | 101,400 | | Owned |
Foreign: | | | | | | |
Monterrey, Mexico | | Engineered building systems(6)
| | 246,196 | | Owned |
Hamilton, Ontario, Canada | | Metal components(8)
| | 100,000 | | Leased |
Shanghai, China | | Metal components(8)
| | 75,000 | | Leased |
| |
(1) | Secondary structures and metal roof and wall systems. |
| |
(2) | End walls, secondary structures and metal roof and wall systems for components and engineered building systems. |
| |
(3) | Full components product range. |
| |
(4) | Primary structures, secondary structures and metal roof and wall systems for engineered building systems. |
| |
(5) | Metal roof and wall systems. |
| |
(6) | Primary structures for engineered building systems. |
| |
(8) | Insulated panel systems. |
We also operate eight Metal Depots facilities in our metal components segment that sell our products directly to the public. We also maintain several drafting office facilities in various states. We have short-term leases for these additional facilities. We believe that our present facilities are adequate for our current and projected operations.
Additionally, we own approximately seven acres of land in Houston, Texas and have a 60,000 square foot facility that is used as our principal executive and administrative offices. We also own approximately ten acres of land at another location in Houston adjacent to one of our manufacturing facilities. We own approximately 14 acres of undeveloped land located in Spokane, Washington.
Item 3. Legal Proceedings.
As a manufacturer of products primarily for use in nonresidential building construction, we are inherently exposed to various types of contingent claims, both asserted and unasserted, in the ordinary course of business. As a result, from time to time, we and/or our subsidiaries become involved in various legal proceedings or other contingent matters arising from claims, or potential claims. We insure against these risks to the extent deemed prudent by our management and to the extent insurance is available. Many of these insurance policies contain deductibles or self-insured retentions in amounts we deem prudent and for which we are responsible for payment. In determining the amount of self-insurance, it is our policy to self-insure those losses that are predictable, measurable and recurring in nature, such as claims for automobile liability and general liability. The Company regularly reviews the status of on-going proceedings and other contingent matters along with legal counsel. Liabilities for such items are recorded when it is probable that the liability has been incurred and when the amount of the liability can be reasonably estimated. Liabilities are adjusted when additional information becomes available. Management believes that the ultimate disposition of these matters will not have a material adverse effect on the Company’s results of operations, financial position or cash flows. However, such matters are subject to many uncertainties and outcomes are not predictable with assurance.
PART II
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.
PRICE RANGE OF COMMON STOCK
Our Common Stock is listed on the NYSE under the symbol “NCS.” As of December 11, 2017, there were 29 holders of record and an estimated 6,822 beneficial owners of our Common Stock. The following table sets forth the quarterly high and low sale prices of our Common Stock, as reported by the NYSE, for the prior two fiscal years. We have never paid dividends on our Common Stock and the terms of our Credit Agreement, Amended ABL Facility and Notes either limit or restrict our ability to do so.
|
| | | | | | | | |
| Fiscal Year 2017 Quarter Ended | | High | | Low |
| January 29 | | $ | 18.10 |
| | $ | 13.80 |
|
| April 30 | | $ | 17.85 |
| | $ | 15.40 |
|
| July 30 | | $ | 18.60 |
| | $ | 16.25 |
|
| October 29 | | $ | 18.13 |
| | $ | 13.05 |
|
| | | | | |
| Fiscal Year 2016 Quarter Ended | | High | | Low |
| January 31 | | $ | 13.01 |
| | $ | 9.25 |
|
| May 1 | | $ | 15.50 |
| | $ | 9.07 |
|
| July 31 | | $ | 17.59 |
| | $ | 14.46 |
|
| October 30 | | $ | 17.85 |
| | $ | 13.90 |
|
ISSUER PURCHASES OF EQUITY SECURITIES
The following table shows our purchases of our Common Stock during the fourth quarter of fiscal 2017:
|
| | | | | | | | | | | | | |
| Period | (a) Total Number of Shares Purchased(1) | | (b) Average Price Paid per Share | | (c) Total Number of Shares Purchased as Part of Publicly Announced Programs | | (d) Maximum Dollar Value of Shares that May Yet be Purchased Under Publicly Announced Programs(2) (in thousands) |
| July 31, 2017 to August 27, 2017 | — |
| | $ | — |
| | — |
| | $ | 39,870 |
|
| August 28, 2017 to September 24, 2017 | 1,614,377 |
| | $ | 14.31 |
| | 1,614,377 |
| | $ | 16,767 |
|
| September 25, 2017 to October 29, 2017 | 940,636 |
| | $ | 15.44 |
| | 940,636 |
| | $ | 52,247 |
|
| Total | 2,555,013 |
| | $ | 14.73 |
| | 2,555,013 |
| | |
| |
(1) | The total number of shares purchased includes our Common Stock repurchased under the programs described below as well as shares of restricted stock that were withheld to satisfy minimum tax withholding obligations arising in connection with the vesting of awards of restricted stock. The required withholding is calculated using the closing sales price on the previous business day prior to the vesting date as reported by the NYSE. |
| |
(2) | On September 8, 2016, the Company announced that its board of directors authorized a stock repurchase program for the repurchase of up to an aggregate of $50.0 million of the Company’s outstanding Common Stock. On October 10, 2017, the Company announced that its board of directors authorized a new stock repurchase program for the repurchase of up to an aggregate of $50.0 million of the Company’s outstanding Common Stock. Under these repurchase programs, the Company is authorized to repurchase shares, if at all, at times and in amounts that we deem appropriate in accordance with all applicable securities laws and regulations. Shares repurchased are usually retired. There is no time limit on the duration of these programs. As of October 29, 2017, approximately $52.2 million remained available for stock repurchases under these programs. |
STOCK PERFORMANCE CHART
The following chart compares the yearly percentage change in the cumulative stockholder return on our Common Stock from October 31, 2012 to the end of the fiscal year ended October 29, 2017 with the cumulative total return on the (i) S&P SmallCap 600 Index and (ii) S&P Smallcap Building Products peer group. The comparison assumes $100 was invested on October 31, 2012 in our Common Stock and in each of the foregoing indices and assumes reinvestment of dividends.
In accordance with the rules and regulations of the SEC, the above stock performance chart shall not be deemed to be “soliciting material” or to be “filed” with the SEC or subject to Regulations 14A or 14C of the Securities Exchange Act of 1934 (the “Exchange Act”) or to the liabilities of Section 18 of the Exchange Act and shall not be deemed to be incorporated by reference into any filing under the Securities Act of 1933 or the Exchange Act, except to the extent we specifically incorporate it by reference into such filing.
Item 6. Selected Financial Data.
The selected financial data for each of the three fiscal years ended October 29, 2017, October 30, 2016 and November 1, 2015 has been derived from the audited consolidated financial statements included elsewhere herein. The selected financial data for the fiscal years ended November 2, 2014 and November 3, 2013 and certain consolidated balance sheet data as of November 1, 2015 and November 2, 2014 have been derived from audited consolidated financial statements not included herein. The following data should be read in conjunction with “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the audited consolidated financial statements and the notes thereto included under “Item 8. Financial Statements and Supplementary Data.”
|
| | | | | | | | | | | | | | | | | | | | | | | | |
| | 2017 | | 2016 | | 2015 | | 2014 | | 2013(5) |
| | (In thousands, except per share data) |
| Sales | $ | 1,770,278 |
| | | $ | 1,684,928 |
| | | $ | 1,563,693 |
| | | $ | 1,370,540 |
| | | $ | 1,308,395 |
| |
| Net income (loss) | $ | 54,724 |
| (1) | | $ | 51,027 |
| (2) | | $ | 17,818 |
| (3) | | $ | 11,185 |
| (4) | | $ | (12,885 | ) | (6) |
| Net income (loss) applicable to common shares | $ | 54,399 |
| (1) | | $ | 50,638 |
| (2) | | $ | 17,646 |
| (3) | | $ | 11,085 |
| (4) | | $ | (12,885 | ) | (6) |
| Earnings (loss) per common share: | | | | | | | | | | | | | | |
| Basic | $ | 0.77 |
| | | $ | 0.70 |
| | | $ | 0.24 |
| | | $ | 0.15 |
| | | $ | (0.29 | ) | |
| Diluted | $ | 0.77 |
| (1) | | $ | 0.70 |
| (2) | | $ | 0.24 |
| (3) | | $ | 0.15 |
| (4) | | $ | (0.29 | ) | (6) |
| Cash flow from operating activities | $ | 62,359 |
| | | $ | 68,768 |
| | | $ | 105,040 |
| | | $ | 33,566 |
| | | $ | 64,142 |
| |
| Total assets | $ | 1,051,173 |
| | | $ | 1,050,200 |
| | | $ | 1,070,124 |
| | | $ | 757,005 |
| | | $ | 778,225 |
| |
| Total debt | $ | 387,290 |
| | | $ | 396,051 |
| | | $ | 434,542 |
| | | $ | 233,709 |
| | | $ | 235,737 |
| |
| Stockholders’ equity | $ | 305,247 |
| | | $ | 281,317 |
| | | $ | 271,976 |
| | | $ | 246,542 |
| | | $ | 252,758 |
| |
| Diluted average common shares | 70,778 |
| | | 72,857 |
| | | 73,923 |
| | | 74,709 |
| | | 44,761 |
| (7) |
Note: The Company calculated the after-tax amounts below by applying the applicable statutory tax rate for the respective period to each applicable item.
| |
(1) | Includes loss on sale of assets of $0.1 million ($0.1 million after tax), restructuring charges of $5.3 million ($3.2 million after tax), strategic development and acquisition related costs of $2.0 million ($1.2 million after tax), loss on goodwill impairment of $6.0 million ($3.7 million after tax), gain on insurance recovery of $9.7 million ($5.9 million after tax), and unreimbursed business interruption costs of $0.5 million ($0.3 million after tax).
|
| |
(2) | Includes gain on sale of assets and asset recovery of $1.6 million ($1.0 million after tax), restructuring charges of $4.3 million ($2.6 million after tax), strategic development and acquisition related costs of $2.7 million ($1.6 million after tax), and gain from bargain purchase of $1.9 million (non-taxable).
|
| |
(3) | Includes gain on legal settlements of $3.8 million ($2.3 million after tax), strategic development and acquisition related costs of $4.2 million ($2.6 million after tax), restructuring charges of $11.3 million ($6.9 million after tax), fair value adjustments to inventory of $2.4 million ($1.5 million after tax), and amortization of acquisition fair value adjustments of $8.4 million ($5.1 million after tax). |
| |
(4) | Includes gain on insurance recovery of $1.3 million ($0.8 million after tax), secondary offering costs of $0.8 million ($0.5 million after tax), foreign exchange losses of $1.1 million ($0.7 million after tax), strategic development and acquisition related costs of $5.0 million ($3.1 million after tax) and reversal of Canadian deferred tax valuation allowance of $2.7 million in fiscal 2014. |
| |
(5) | Fiscal 2013 includes 53 weeks of operating activity. |
| |
(6) | Includes debt extinguishment costs of $21.5 million ($13.2 million after tax) and proceeds from insurance recovery of $1.0 million ($0.6 million after tax) and unreimbursed business interruption costs of $0.5 million ($0.3 million after tax) in fiscal 2013. |
| |
(7) | In May 2013, the CD&R Funds converted all of their Preferred Shares into 54.1 million shares of our Common Stock. |
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
OVERVIEW
We are one of North America’s largest integrated manufacturers and marketers of metal products for the nonresidential construction industry. We provide metal coil coating services and design, engineer, manufacture and market metal components and engineered building systems primarily for nonresidential construction use. We manufacture and distribute extensive lines of metal products for the nonresidential construction market under multiple brand names through a nationwide network of plants and distribution centers. We sell our products for both new construction and repair and retrofit applications.
Metal components offer builders, designers, architects and end-users several advantages, including lower long-term costs, longer life, attractive aesthetics and design flexibility. Similarly, engineered building systems offer a number of advantages over traditional construction alternatives, including shorter construction time, more efficient use of materials, lower construction costs, greater ease of expansion and lower maintenance costs.
We use a 52/53 week year with ourthe Company’s fiscal year end on the Sunday closest to October 31.
We assess performance across our operating segments by analyzing and evaluating, among other indicators, gross profit, operating income and whether or not31 to a fiscal year of the 12 month period of January 1 to December 31 of each segment has achieved its projected sales goals. In assessing our overall financial performance, we regard return on adjusted operating assets, as well as growth in earnings, as key indicators of shareholder value.
calendar year, to commence with the year ending December 31, 2019 (“Fiscal 2017 Overview
Our fiscal 2017 financial performance showed year-over-year improvement in revenue, net income and Adjusted EBITDA, while gross margins declined over the same period. This improved financial performance was achieved despite challenging market conditions, including2019”). As a series of disruptive hurricanes during the fourth quarter. The lower gross margins were the result of lower volumesthis change in fiscal year, on January 28, 2019, the Engineered Building Systems segment, uneven production flowBoard approved and increased transportation costs, largely related to hurricane disruptions. We continue to focus on growing and integrating IMP products into our building and components businesses. We realizedchanged the benefitsdate of focused and integrated execution across our commercial, manufacturing, and supply chain activities, and our investments to improve our manufacturing productivity and overall cost efficiency. We also maintained commercial pricing discipline in an environmentthe Company’s annual meeting of volatile steel prices.
Consolidated revenues increased by approximately 5.1%shareholders for 2019 (the “Annual Meeting”) from the prior fiscal year. The year-over-year improvement was primarily driven by commercial discipline in the pass-throughpreviously announced date of higher costs in a rising steel price environment predominantly in the Engineered Building Systems and Metal Components segments, despite lower tonnage volumes.
Consolidated gross margin in fiscal 2017 decreased by 190 basis points from the prior fiscal yearFebruary 28, 2019 to 23.5%. Lower margins in the current period were driven primarily by lower tonnage volumesMay 23, 2019. Accordingly, we are filing this Amendment to include Part III information in our Engineered Building Systems segment, leading to lower manufacturing cost leverage, offsetForm 10-K because a definitive proxy statement containing this information will not be filed by favorable product mix, particularly in IMP products. Engineering, selling, general and administrative expenses as a percentage of revenues decreased by 140 basis points to 16.6% compared to the prior fiscal year, as we executed on our strategic initiatives.
Net income increased by $3.7 million to $54.7 million for fiscal 2017, compared to $51.0 million in the prior year. Diluted earnings per share was $0.77, while adjusted net income per diluted common share was $0.80. Adjusted EBITDA increased to $167.5 million, representing an approximately 0.8% increase over the prior year. Net income was impacted by certain special items including a $6.0 million ($3.7 millionus within 120 days after tax) impairment of goodwill associated with a reporting unit within the Metal Components segment, offset by a $9.7 million ($5.9 million) gain on insurance recovery.
Due to the strong operating cash flow and focused management of our working capital, we made voluntary prepayments on our existing term loan facility of approximately $10.0 million and we used $43.6 million to repurchase shares of our Common Stock in fiscal 2017. Our net debt leverage ratio (net debt/EBITDA) at the end of the
fourth quarter was 2.0x, consistentfiscal year covered by the Original Filing. The reference on the cover of the Original Filing to the incorporation by reference to portions of our definitive proxy statement into Part III of the Original Filing is hereby deleted.In accordance with prior year.
Overall, we delivered net income, Adjusted EBITDA, diluted earnings per shareRule 12b-15 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), Part III, Items 10 through 14 of the Original Filing are hereby amended and adjusted diluted earnings per sharerestated in fiscal 2017 that exceededtheir entirety, and Part IV, Item 15 of the prior year’s results. We remain focused on increasing our operating leverageOriginal Filing is hereby amended and manufacturing efficiency by continuing to pursue our costrestated in its entirety, with the only changes being the addition of Exhibits 10.1, 31.1 and efficiency initiatives. Our objective is to continue to execute on our strategic initiatives in order to increase market penetration31.3 filed herewith and deliver top-line growth above nonresidential market growth during fiscal 2018 in both our legacy businesses and our IMP products through our multiple sales channels.
Industry Conditions
Our sales and earnings are subject to both seasonal and cyclical trends and are influenced by general economic conditions, interest rates, the price of steel relative torelated footnotes. This Amendment does not amend or otherwise update any other building materials, the level of nonresidential construction activity, roof repair and retrofit demand and the availability and cost of financing for construction projects. Our sales normally are lowerinformation in the first
half of each fiscal year comparedOriginal Filing. Accordingly, this Amendment should be read in conjunction with the Original Filing and with our filings with the SEC subsequent to the
second half becauseOriginal Filing.PART III
Item 10. Directors, Executive Officers and Corporate Governance
Information Regarding Our Directors and Executive Officers
Board of unfavorable weather conditions for constructionDirectors
Our Amended and typical business planning cycles affecting construction.
The nonresidential construction industry is highly sensitive to nationalRestated Certificate of Incorporation (the “Certificate of Incorporation”) and regional macroeconomic conditions. Following a significant downturn in 2008Sixth Amended and 2009, the current recovery of low-rise construction has been uneven and slow. The annual volume of new construction starts remains below previous cyclical trough levels of activity from the last 50 years. However, we believe that the economy is recovering and that the nonresidential construction industry will return to mid-cycle levels of activity over the next several years.
The graph below shows the annual nonresidential new construction starts, measured in square feet, since 1968 as compiled and reported by Dodge:
Current market estimates continue to show uneven activity across the nonresidential construction markets. According to Dodge, low-rise nonresidential construction starts, as measured in square feet and comprising buildings of up to five stories, were down as much as approximately 2% in our fiscal 2017 as compared to our fiscal 2016. However, Dodge typically revises initial reported figures, and we expect this metric will be revised upwards over time. Leading indicators for low-rise, nonresidential construction activity indicate positive momentum into fiscal 2018.
The leading indicators that we follow and that typically have the most meaningful correlation to nonresidential low-rise construction starts are the American Institute of Architects’ (“AIA”Restated By-Laws (the “By-Laws”) Architecture Mixed Use Index, Dodge Residential single family starts and the Conference Board Leading Economic Index (“LEI”). Historically, there has been a very high correlation to the Dodge low-rise nonresidential starts when the three leading indicators are combined and then seasonally adjusted. The combined forward projection of these metrics, based on a 9 to 14-month historical lag for each metric, indicates low single digit growth for low-rise new construction starts in fiscal 2018.
We normally do not maintain an inventory of steel in excess of our current production requirements. However, from time to time, we may purchase steel in advance of announced steel price increases. We can give no assurance that steel will be readily available or that prices will not continue to be volatile. While most of our sales contracts have escalation clauses that allow us, under certain circumstances, to pass along all or a portion of increases in the price of steel after the date of the contract but prior to delivery, for competitive or other reasons we may not be able to pass such price increases along. If the available supply of steel declines, we could experience price increases that we are not able to pass on to the end users, a deterioration of service from our suppliers or interruptions or delays that may cause us not to meet delivery schedules to our customers. Any of these problems could adversely affect our results of operations and financial condition. For additional discussion, please see “Item 7A. Quantitative and Qualitative Disclosures About Market Risk — Steel Prices.”
RESULTS OF OPERATIONS
The following table presents, as a percentage of sales, certain selected consolidated financial data for the periods indicated:
|
| | | | | | | | |
| | Fiscal year ended |
| | October 29,
2017 | | October 30,
2016 | | November 1,
2015 |
| Sales | 100.0 | % | | 100.0 | % | | 100.0 | % |
| Cost of sales | 76.5 |
| | 74.7 |
| | 76.0 |
|
| Loss (gain) on sale of assets and asset recovery | — |
| | (0.1 | ) | | — |
|
| Fair value adjustment of acquired inventory | — |
| | — |
| | 0.2 |
|
| Gross profit | 23.5 |
| | 25.4 |
| | 23.8 |
|
| Engineering, selling, general and administrative expenses | 16.6 |
| | 18.0 |
| | 18.3 |
|
| Intangible asset amortization | 0.5 |
| | 0.6 |
| | 1.1 |
|
| Goodwill impairment | 0.3 |
| | — |
| | — |
|
| Strategic development and acquisition related costs | 0.1 |
| | 0.2 |
| | 0.3 |
|
| Restructuring and impairment charges | 0.3 |
| | 0.3 |
| | 0.7 |
|
| Gain on insurance recovery | (0.6 | ) | | — |
| | — |
|
| Gain on legal settlements | — |
| | — |
| | (0.2 | ) |
| Income from operations | 6.0 |
| | 6.5 |
| | 3.6 |
|
| Interest income | — |
| | — |
| | — |
|
| Interest expense | (1.6 | ) | | (1.8 | ) | | (1.8 | ) |
| Foreign exchange gain (loss) | — |
| | (0.1 | ) | | (0.1 | ) |
| Gain from bargain purchase | — |
| | 0.1 |
| | — |
|
| Other income, net | 0.1 |
| | — |
| | — |
|
| Income before income taxes | 4.7 |
| | 4.7 |
| | 1.7 |
|
| Provision for income taxes | 1.6 |
| | 1.7 |
| | 0.6 |
|
| Net income | 3.1 | % | | 3.0 | % | | 1.1 | % |
SUPPLEMENTARY OPERATING SEGMENT INFORMATION
Operating segments are defined as components of an enterprise that engage in business activities and by which discrete financial information is available that is evaluated on a regular basis by the chief operating decision maker to make decisions about how to allocate resources to the segment and assess the performance of the segment. We have three operating segments: (i) Engineered Building Systems; (ii) Metal Components; and (iii) Metal Coil Coating. All operating segments operate primarily in the nonresidential construction market. Sales and earnings are influenced by general economic conditions, the level of nonresidential construction activity, metal roof repair and retrofit demand and the availability and terms of financing available for construction. Our operating segments are vertically integrated and benefit from using similar basic raw materials. The Metal Coil Coating segment consists of cleaning, treating, painting and slitting continuous steel coils before the steel is fabricated for use by construction and industrial users. The Metal Components segment products include metal roof and wall panels, doors, metal partitions, metal trim, insulated panels and other related accessories. The Engineered Building Systems segment includes the manufacturing of main frames, Long-Bay® Systems and value-added engineering and drafting, which are typically not part of Metal Components or Metal Coil Coating products or services. The manufacturing and distribution activities of our segments are effectively coupled through the use of our nationwide hub-and-spoke manufacturing and distribution system, which supports and enhances our vertical integration. The operating segments follow the same accounting policies used for our consolidated financial statements.
We evaluate a segment’s performance based primarily upon operating income before corporate expenses. Intersegment sales are recorded based on standard material costs plus a standard markup to cover labor and overhead and consist of: (i) structural framing provided by the Engineered Building Systems segment to the Metal Components segment; (ii) building components provided by the Metal Components segment to the Engineered Building Systems segment; and (iii) hot-rolled, light gauge painted, and slit material and other services provided by the Metal Coil Coating segment to both the Engineered Building Systems and Metal Components Segments.
Corporate assets consist primarily of cash but also include deferred taxes and property, plant and equipment associated with our headquarters in Houston, Texas. These items (and income and expenses related to these items) are not allocated to the operating segments. Corporate unallocated expenses include share-based compensation expenses, and executive, legal, finance, tax, treasury, human resources, information technology, purchasing, marketing and corporate travel expenses. Additional unallocated amounts primarily include interest income, interest expense and other income (expense). See Note 20 — Operating Segments in the notes to the consolidated financial statements for more information on our segments.
The following table represents total sales, external sales and operating income (loss) attributable to these operating segments for the periods indicated (in thousands, except percentages):
|
| | | | | | | | | | | | | | | | | | | | |
| | 2017 | | % | | 2016 | | % | | 2015 | | % |
| Total sales: | | | | | | | | | | | |
| Engineered Building Systems | $ | 693,980 |
| | 39.2 |
| | $ | 672,235 |
| | 39.9 |
| | $ | 667,166 |
| | 42.7 |
|
| Metal Components | 1,129,816 |
| | 63.8 |
| | 1,044,040 |
| | 62.0 |
| | 920,845 |
| | 58.9 |
|
| Metal Coil Coating | 271,085 |
| | 15.3 |
| | 247,736 |
| | 14.7 |
| | 231,732 |
| | 14.8 |
|
| Intersegment sales | (324,603 | ) | | (18.3 | ) | | (279,083 | ) | | (16.6 | ) | | (256,050 | ) | | (16.4 | ) |
| Total net sales | $ | 1,770,278 |
| | 100.0 |
| | $ | 1,684,928 |
| | 100.0 |
| | $ | 1,563,693 |
| | 100.0 |
|
| External sales: | |
| | | | |
| | | | |
| | |
| Engineered Building Systems | $ | 659,863 |
| | 37.3 |
| | $ | 652,471 |
| | 38.7 |
| | $ | 647,881 |
| | 41.4 |
|
| Metal Components | 998,279 |
| | 56.4 |
| | 925,863 |
| | 55.0 |
| | 815,310 |
| | 52.1 |
|
| Metal Coil Coating | 112,136 |
| | 6.3 |
| | 106,594 |
| | 6.3 |
| | 100,502 |
| | 6.5 |
|
| Total net sales | $ | 1,770,278 |
| | 100.0 |
| | $ | 1,684,928 |
| | 100.0 |
| | $ | 1,563,693 |
| | 100.0 |
|
| Operating income (loss): | |
| | | | |
| | | | |
| | |
| Engineered Building Systems | $ | 41,388 |
| | | | $ | 62,046 |
| | | | $ | 51,410 |
| | |
| Metal Components | 124,224 |
| | | | 102,495 |
| | | | 50,541 |
| | |
| Metal Coil Coating | 23,935 |
| | | | 25,289 |
| | | | 19,080 |
| | |
| Corporate | (79,767 | ) | | | | (81,051 | ) | | | | (64,200 | ) | | |
| Total operating income | $ | 109,780 |
| | | | $ | 108,779 |
| | | | $ | 56,831 |
| | |
| Unallocated other expense | (26,642 | ) | | | | (29,815 | ) | | | | (30,041 | ) | | |
| Income before income taxes | $ | 83,138 |
| | | | $ | 78,964 |
| | | | $ | 26,790 |
| | |
RESULTS OF OPERATIONS FOR FISCAL 2017 COMPARED TO FISCAL 2016
Consolidated sales increased by 5.1%, or $85.4 million for fiscal 2017, compared to fiscal 2016. The increase was driven by continued commercial discipline in the pass-through of higher costs in a rising steel price environment predominantly in the Engineered Building Systems and Metal Components segments despite overall tonnage volumes being lower year over year.
Consolidated cost of sales increased by 7.6%, or $95.4 million for fiscal 2017, compared to fiscal 2016. This increase was the result of rising raw materials costs during fiscal 2017 as compared to declining materials costs in fiscal 2016.
Gross margin was 23.5% for fiscal 2017 compared to 25.4% for fiscal 2016. The decrease in gross margin was primarily a result of lower volumes in the Engineered Building Systems segment, uneven production flow and increased transportation costs.
Engineered Building Systems sales increased 3.2%, or $21.7 million to $694.0 million in fiscal 2017, compared to $672.2 million in fiscal 2016. The increase in sales is a result of commercial discipline, partially offset by lower volumes in the fourth quarter of fiscal 2017, primarily driven by hurricane related disruptions. Sales to third parties for fiscal 2017 increased $7.4 million to $659.9 million from $652.5 million in the prior fiscal year.
Operating income of the Engineered Building Systems segment decreased to $41.4 million in fiscal 2017 compared to $62.0 million in the prior fiscal year. The $20.7 million decrease resulted from rapidly rising steel costs during the current year as compared to the prior fiscal year, combinedtogether with the disruptive impact of hurricanes during the fourth quarter of fiscal 2017.
Metal Components sales increased 8.2%, or $85.8 million to $1.1 billion in fiscal 2017, compared to $1.0 billion in fiscal 2016. The increase was primarily driven by higher tonnage volume and commercial discipline and improved product mix, particularly sales of IMP. Sales to third parties for fiscal 2017 increased $72.4 million to $998.3 million from $925.9 million in the prior fiscal year.
Operating income of the Metal Components segment increased to $124.2 million in fiscal 2017, compared to $102.5 million in the prior fiscal year. The $21.7 million increase was driven by the increased sales discussed in the immediately preceding paragraph, as well as improved product mix, primarily from our IMP products.
Metal Coil Coating sales increased by 9.4%, or $23.3 million to $271.1 million in fiscal 2017, compared to $247.7 million in the prior year. The increase in sales was primarily the result of pass through of higher steel prices through its coil package products. Metal Coil Coating third party sales increased $5.5 million to $112.1 million from $106.6 million in the prior fiscal year and accounted for 6.3% of total consolidated third party sales for fiscal 2017.
Operating income of the Metal Coil Coating segment decreased to $23.9 million in fiscal 2017, compared to $25.3 million in the prior fiscal year. The $1.4 million decrease was driven by lower manufacturing efficiency due to lower volumes and higher material costs in fiscal 2017.
Consolidated engineering, selling, general and administrative expenses decreased to $293.1 million in fiscal 2017, compared to $302.6 million in the prior fiscal year. As a percentage of sales, engineering, selling, general and administrative expenses were 16.6% for fiscal 2017 as compared to 18.0% for fiscal 2016. The $9.4 million decrease in expenses was primarily due to the cost reductions resulting from execution of strategic initiatives.
Consolidated intangible asset amortization remained consistent at $9.6 million during fiscal 2017 and fiscal 2016.
Goodwill impairment for fiscal 2017 of $6.0 million was related to the coil coating operations of CENTRIA within our Metal Components segment.
Consolidated strategic development and acquisition related costs decreased to $2.0 million during fiscal 2017, compared to $2.7 million in the prior fiscal year. These non-operational costs include external legal, financial and due diligence costs incurred to deliver on our strategic initiatives.
Consolidated restructuring charges forfiscal 2017 were $5.3 million. These charges relate to our efforts to streamline our management, engineering and drafting and manufacturing structures as well as to optimize our manufacturing footprint. We incurred severance-related charges associated with these activities, including in connection with the closure of three facilities, including one in our Engineered Building Systems segment and two in our Metal Components segment in fiscal 2017.
Consolidated interest expense decreased to $28.9 million for fiscal 2017, compared to $31.0 million for fiscal 2016. The decrease is primarily a result of voluntary principal prepayments the Company made on its Term Loan during fiscal 2017 and 2016.
Consolidated foreign exchange gain (loss) was a gain of $0.5 million for fiscal 2017, compared to a loss of $1.4 million for the prior year primarily due to the fluctuations in the exchange rate between the Canadian dollar and U.S. dollar in the current period.
Consolidated provision for income taxes was $28.4 million for fiscal 2017, compared to $27.9 million for the prior fiscal year, primarily as a result of higher pre-tax income in fiscal 2017. The effective tax rate for fiscal 2017 was 34.2% compared to 35.4% for fiscal 2016.
Diluted income per common share improved to $0.77 per diluted common share for fiscal 2017, compared to $0.70 per diluted common share for fiscal 2016. The improvement in diluted income per common share was primarily due to the $3.8 million increase in net income applicable to common shares resulting from the factors described above in this section and share repurchases executed during fiscal 2017.
RESULTS OF OPERATIONS FOR FISCAL 2016 COMPARED TO FISCAL 2015
Consolidated sales increased by 7.8%, or $121.2 million for fiscal 2016, compared to fiscal 2015. The increase was driven by higher tonnage volumes in all of our segments, especially in our metal components and metal coil coating segments. Additionally, CENTRIA was included in the full current period and contributed an incremental $51.2 million of external sales during fiscal 2016. These increases were partially offset by the impact of lower steel prices during fiscal 2016 as compared to fiscal 2015.
Consolidated cost of sales,excluding the gain on sale of assets and asset recovery and the fair value adjustment of acquired inventory, increased by 5.9%, or $69.7 million for fiscal 2016, compared to fiscal 2015. This increase was the result of the increase in consolidated sales, partially offset by lower materials cost driven in part by the impact of lower steel prices during fiscal 2016 as compared to fiscal 2015.
Fair value adjustment of acquired inventory for fiscal 2015 was $2.4 million associated with the CENTRIA acquisition completed on January 15, 2015. There was no corresponding amount recorded during fiscal 2016.
Gross margin, including the gain on sale of assets and asset recovery and the fair value adjustment of acquired inventory was 25.4% for fiscal 2016 compared to 23.8% for fiscal 2015. The increase in gross margin was primarily a result of commercial discipline in all operating segments, lower materials cost, more favorable product mix and the inclusion of CENTRIA in the full current period. Additionally, we recognized a $1.6 million gain (recovery) on the sale of certain idled facilities in our Engineered Building Systems segment in fiscal 2016.
Engineered Building Systems sales increased 0.8%, or $5.1 million to $672.2 million in fiscal 2016, compared to $667.2 million in fiscal 2015. The increase in sales is a result of higher tonnage volume and commercial discipline, partially offset by the pass-through effect of lower steel prices. Sales to third parties for fiscal 2016 increased $4.6 million to $652.5 million from $647.9 million in the prior fiscal year.
Operating income of the Engineered Building Systems segment increased to $62.0 million in fiscal 2016 compared to $51.4 million in the prior fiscal year. The $10.6 million increase resulted from improvements in commercial discipline, supply chain management and manufacturing efficiencies. We also recognized a $1.6 million gain (recovery) on the sale of certain idled facilities in fiscal 2016.
Metal Components sales increased 13.4%, or $123.2 million to $1.0 billion in fiscal 2016, compared to $920.8 million in fiscal 2015. The increase was driven in part by the inclusion of CENTRIA in the full current period, which contributed an incremental $51.2 million of external sales during fiscal 2016. The increase was also due to higher tonnage volume and more favorable product mix, primarily from our IMP products. Sales to third parties for fiscal 2016 increased $110.6 million to $925.9 million from $815.3 million in the prior fiscal year.
Operating income of the Metal Components segment increased to $102.5 million in fiscal 2016, compared to $50.5 million in the prior fiscal year. The $52.0 million increase was driven by the increased sales discussed in the immediately preceding paragraph, as well as improved product mix, primarily from our IMP products. CENTRIA was included in the full current period and contributed an incremental $17.1 million in operating income for fiscal 2016.
Metal Coil Coating sales increased by 6.9%, or $16.0 million to $247.7 million in fiscal 2016, compared to $231.7 million in the same period in the prior year. The increase in sales was primarily the result of higher tonnage volume. Lower steel prices generally have an unfavorable impact on our coating business, primarily in our package sales that are more sensitive to the price of steel. Package sales include both the toll processing services and the sale of the steel coil, while toll processing services include only the toll processing service performed on the steel coil already in the customer’s ownership. Metal Coil Coating third party sales increased $6.1 million to $106.6 million from $100.5 million in the prior fiscal year and accounted for 6.3% of total consolidated third party sales for fiscal 2016.
Operating income of the metal coil coating segment increased to $25.3 million in fiscal 2016, compared to $19.1 million in the prior fiscal year. The $6.2 million increase was driven by the increase in sales discussed above and lower materials cost in fiscal 2016.
Consolidated engineering, selling, general and administrative expenses increased to $302.6 million in fiscal 2016, compared to $286.8 million in the same period in the prior year. As a percentage of sales, engineering, selling, general and administrative expenses were 18.0% for fiscal 2016 as compared to 18.3% for fiscal 2015. The $15.7 million increase in expenses was primarily due to the higher tonnage volume and to higher incentive compensation costs from overall improvement in operating results in the current period, partially offset by cost reductions resulting from execution of strategic initiatives. The increase was also partially due to the inclusion of CENTRIA in the full current period, which contributed an incremental $5.6 million of selling and general and administrative expenses in fiscal 2016.
Consolidated intangible asset amortization decreased to $9.6 million during fiscal 2016, compared to $16.9 million in fiscal 2015. The prior fiscal year amount included short-lived intangible assets from the CENTRIA Acquisition that were fully amortized in fiscal 2015.
Consolidated strategic development and acquisition related costs decreased to $2.7 million during fiscal 2016, compared to $4.2 million in the prior fiscal year. These non-operational costs are related to acquisition-related activities that support our future growth targets and performance goals and generally include external legal, financial and due diligence costs incurred to pursue specific acquisition targets or costs directly associated with integrating previous acquisitions. These costs also included $0.7 million in expenses we incurred in connection with the 2016 Secondary Offering and 2016 Stock Repurchase.
Consolidated restructuring and impairment charges forfiscal 2016 were $4.3 million. These charges relate to our efforts to streamline our management, engineering and drafting and manufacturing structures as well as to optimize our manufacturing footprint. We incurred severance-related charges associated with these activities, including in connection with the closure of two facilities in our metal components segment in fiscal 2016. Restructuring and impairment charges in fiscal 2015 of $11.3 million were associated with the closing of a facility in Caryville, Tennessee, severance costs of $3.9 million associated with the streamlining of our commercial and manufacturing cost structure and asset impairment charges of $5.8 million incurred during the fourth quarter of 2015.
Consolidated gain on legal settlements forfiscal 2015 was $3.8 million and consisted of proceeds received from the settlement of certain legal cases where the Company was the plaintiff. There was no corresponding amount recorded for fiscal 2016.
Consolidated interest expense increased to $31.0 million for fiscal 2016, compared to $28.5 million for fiscal 2015. This increase is attributable to the inclusion of a full fiscal year of interest expense associated with the $250.0 million in aggregate principal amount of 8.25% senior notes due 2023 issued in connection with the CENTRIA Acquisition in fiscal 2015.
Consolidated foreign exchange loss decreased to $1.4 million for fiscal 2016, compared to $2.2 million for the same period of the prior year primarily due to the fluctuations in the exchange rate between the Canadian dollar and U.S. dollar in the current period.
Consolidated provision for income taxes was $27.9 million for fiscal 2016, compared to $9.0 million for the prior fiscal year, primarily as a result of higher pre-tax income in fiscal 2016. The effective tax rate for fiscal 2016 was 35.4% compared to 33.5% for fiscal 2015.
Diluted income per common share improved to $0.70 per diluted common share for fiscal 2016, compared to $0.24 per diluted common share for fiscal 2015. The improvement in diluted income per common share was primarily due to the $33.0 million increase in net income applicable to common shares resulting from the factors described above in this section.
LIQUIDITY AND CAPITAL RESOURCES
General
Our cash and cash equivalents increased from $65.4 million to $65.7 million during fiscal 2017. The following table summarizes our consolidated cash flows for fiscal 2017 and fiscal 2016 (in thousands):
|
| | | | | | | |
| | Fiscal Year Ended |
| | October 29,
2017 | | October 30,
2016 |
| Net cash provided by operating activities | $ | 62,359 |
| | $ | 68,768 |
|
| Net cash used in investing activities | (10,284 | ) | | (9,950 | ) |
| Net cash used in financing activities | (52,014 | ) | | (92,752 | ) |
| Effect of exchange rate changes on cash and cash equivalents | 194 |
| | (325 | ) |
| Net increase (decrease) in cash and cash equivalents | 255 |
| | (34,259 | ) |
| Cash and cash equivalents at beginning of period | 65,403 |
| | 99,662 |
|
| Cash and cash equivalents at end of period | $ | 65,658 |
| | $ | 65,403 |
|
Operating Activities
Our business is both seasonal and cyclical and cash flows from operating activities may fluctuate during the year and from year to year due to economic conditions. We generally rely on cash as well as short-term borrowings, when needed, to meet cyclical and seasonal increases in working capital needs. These needs generally rise during periods of increased economic activity or increasing raw material prices due to higher levels of inventory and accounts receivable. During economic slowdowns, or periods of decreasing raw material costs, working capital needs generally decrease as a result of the reduction of inventories and accounts receivable.
Net cash provided by operating activities was $62.4 million during fiscal 2017 compared to $68.8 million during fiscal 2016. The change was driven by increased in earnings in the current fiscal year as compared to the prior fiscal year, offset by net cash used for working capital as described below.
Net cash provided by accounts payable was $4.9 million for the fiscal year ended October 29, 2017, whereas net cash used in accounts payable was $1.6 million for the fiscal year ended October 30, 2016. Our vendor payments can fluctuate significantly based on the timing of disbursements, inventory purchases and vendor payment terms. Our trailing 90-days payable outstanding (“DPO”) at October 29, 2017 was 32.5 days compared to 34.0 days at October 30, 2016.
The change in cash relating to inventory was $17.6 million and resulted primarily from higher inventory purchases to support higher sales, and the movement in steel prices during the current fiscal year as compared to the prior fiscal year. Our trailing 90-days inventory on-hand (“DIO”) was 51.5 days at October 29, 2017 as compared to 47.7 days at October 30, 2016.
Net cash used in accounts receivable was $19.6 million for the fiscal year ended October 29, 2017, whereas net cash used in accounts receivable was $18.1 million for the fiscal year ended October 30, 2016. The increase in accounts receivable as of October 29, 2017 as compared to the prior fiscal year was primarily the result of strong revenue growth during the current period. Our trailing 90-days sales outstanding (“DSO”) was approximately 35.1 days at October 29, 2017 as compared to 33.6 days at October 30, 2016.
Investing Activities
Cash used in investing activities of $10.3 million during fiscal 2017 was consistent with $10.0 million used in the prior fiscal year. The cash used in investing activities in fiscal 2017 included $22.1 million for capital expenditures. These were partially offset by $8.6 million in cash proceeds from insurance for an involuntary loss on conversion of a facility in our Metal Components segment and $3.2 million in cash received for the sale of assets that had been classified as held for sale in our Engineered Building Systems and Metal Components segments. In fiscal 2016, the $10.0 million included $2.1 million for the final payment of the post-close working capital adjustment related to the CENTRIA Acquisition, and $2.2 million for the acquisition of the Hamilton operations.
Financing Activities
Cash used in financing activities was $52.0 million in fiscal 2017 and cash used in financing activities was $92.8 million in the prior fiscal year. During fiscal 2017, we used $43.6 million primarily to repurchase shares of our Common Stock under our authorized stock repurchase programs and $10.2 million to make voluntary principal prepayments on borrowings under our Credit Agreement. We received $1.7 million in cash proceeds from exercises of stock options.
The $92.8 million used in financing activities during fiscal 2016 was primarily attributable to $62.9 million to repurchase shares of our Common Stock under our authorized stock repurchase programs (including $45.0 million for the 2016 Stock Repurchase from the CD&R Funds), and voluntary prepayments of approximately $40.0 million made on our Credit Agreement. In 2016 we received $12.6 million in cash proceeds from exercises of stock options.
We invest our excess cash in various overnight investments which are issued or guaranteed by the federal government.
Equity Investment
On August 14, 2009, the Company entered into an InvestmentStockholders Agreement, (as amended, the “Investmentdated November 16, 2018 (the “New Stockholders Agreement”), by and between the Company and each of Clayton, Dubilier & Rice Fund VIII, L.P., a Cayman Islands exempted limited partnership (“CD&R Fund VIII”). In connection with the Investment Agreement and the Stockholders Agreement dated October 20, 2009 (the “Stockholders Agreement”), the CD&R Fund VIII and the Clayton, Dubilier & Rice Friends & Family Fund VIII, L.P. (collectively,, a Cayman Islands exempted limited partnership (“CD&R FF Fund VIII” and, together with CD&R Fund VIII, the “CD&R Funds”Fund VIII Investors”) purchased convertible preferred stock, which was later converted to shares of our Common Stock on May 14, 2013.
On January 15, 2014,, CD&R Pisces Holdings, L.P., a Cayman Islands exempted limited partnership (“CD&R Pisces”, and together with CD&R Fund VIII Investors, individually, the CD“CD&R Funds completedInvestors,” and collectively, the “CD&R Investor Group”), Atrium Intermediate Holdings, LLC, a registered underwritten offering, in whichDelaware limited liability company (“Atrium”), GGC BP Holdings, LLC, a Delaware limited liability company (“GGC”), and AIC Finance Partnership, L.P., a Cayman Islands exempted limited partnership (“AIC”, and together with Atrium and GGC, each individually, a “Golden Gate Investor,” and collectively, the CD&R Funds offered 8.5 million shares of Common Stock at a price to the public of $18.00 per share (the “2014 Secondary Offering”). The underwriters also exercised their option to purchase 1.275 million additional shares of Common Stock. The aggregate offering price for the 9.775 million shares sold in the 2014 Secondary Offering was approximately $167.6 million, net of underwriting discounts“Golden Gate Investor Group,” and commissions. The CD&R Funds received all of the proceeds from the 2014 Secondary Offering and no shares in the 2014 Secondary Offering were sold by NCI or any of its officers or directors (although certain of our directors are affiliatedtogether with the CD&R Funds).
On January 6, 2014,Investor Group, the
Company entered“Investors”), provide that the number of directors on our Board initially following the consummation of the Merger (as defined below) shall be fixed at twelve, and shall be fixed from time to time exclusively pursuant to a resolution adopted by a majority of our Board. The number of members constituting our Board is currently fixed at twelve, including one vacancy as of the date hereof.In accordance with our Certificate of Incorporation and By-Laws, our Board is divided into an agreement with the CD&R Funds to repurchase 1.15 million sharesthree classes, as nearly equal in number as reasonably possible, and members are elected for a term of its Common Stockoffice expiring at the price per share equalthird succeeding annual stockholders’ meeting following their election to the price per share paidoffice or until a successor is duly elected and qualified. Except as otherwise provided by the underwriters to the CD&R FundsNew Stockholders Agreement, under our By-Laws, newly created directorships resulting from any increase in the underwritten offering (the “2014 Stock Repurchase”).authorized number of directors or any vacancies on our Board resulting from death, resignation, retirement, disqualification, removal from office or other cause shall be filled only by a majority of the votes that can be cast by directors then in office, though less than a quorum, and directors so chosen hold office until the Annual Meeting of stockholders at which the term of office of the class to which the director has been elected expires. The 2014 Stock Repurchase, which was completedterms of office of each of the Class II directors expire at the same time as the 2014 Secondary Offering, represented a private, non-underwritten transaction between NCIAnnual Meeting and the CD&R Funds that was approvedterms of office of each of the Class I and recommended byClass III directors expire at the Annual Meetings in 2021 and 2020, respectively.
Kathleen J. Affeldt
Ms. Affeldt, age 70, has served as a director since November 2009. Ms. Affeldt serves on the Nominating & Corporate Governance Committee, the Executive Committee, the Affiliate Transactions Committee, of our board of directors. Following completion of the 2014 Stock Repurchase, NCI canceled the shares repurchased from the CD&R Funds, resulting in a $19.7 million decrease in both additional paid-in capital and treasury stock during the fiscal year ended November 2, 2014.
On July 25, 2016, the CD&R Funds completed a registered underwritten offering, in which the CD&R Funds offered 9.0 million shares of our Common Stock at a price to the public of $16.15 per share (the “2016 Secondary Offering”). The underwriters also exercised their option to purchase 1.35 million additional shares of our Common Stock from the CD&R Funds. The aggregate offering price for the 10.35 million shares sold in the 2016 Secondary Offering was approximately $160.1 million, net of underwriting discounts and commissions. The CD&R Funds received all of the proceeds from the 2016 Secondary Offering and no shares in the 2016 Secondary Offering were sold by the Company or any of its officers or directors (although certain of our directors are affiliated with the CD&R Funds). In connection with the 2016 Secondary Offering and 2016 Stock Repurchase (as defined below), we incurred approximately $0.7 million in expenses, which were included in engineering, selling, general and administrative expenses in the consolidated statements of operations for the fiscal year ended October 29, 2017.
On July 18, 2016, the Company entered into an agreement with the CD&R Funds to repurchase approximately 2.9 million shares of our Common Stock at the price per share equal to the price per share paid by the underwriters to the CD&R Funds in the underwritten offering (the “2016 Stock Repurchase”). The 2016 Stock Repurchase, which was completed concurrently with the 2016 Secondary Offering, represented a private, non-underwritten transaction between the Company and the CD&R Funds that was approved and recommended by the Affiliate Transactions Committee of our board of directors. See Note 18 — Stock Repurchase Program.
At October 29, 2017 and October 30, 2016, the CD&R Funds owned approximately 43.8% and 42.3%, respectively, of the outstanding shares of our Common Stock.
As a result of the 2016 Secondary Offering and 2016 Stock Repurchase discussed above, and the resulting decrease in the CD&R Funds’ ownership percentage, the Company no longer qualifies as a controlled company within the meaning of the New York Stock Exchange (“NYSE”). Consequently, under the NYSE corporate governance rules, we are required to (i) have a majority of independent directors on our board of directors within one year of the date we no longer qualified as a controlled company, (ii) appoint a majority of independent directors to each of the compensation and nominating and corporate governance committees within 90 days of the date we no longer qualified as a controlled company, which we did in October 2016, and such committees be composed entirely of independent directors within one year of such date, and (iii) have an annual performance evaluation of the nominating and corporate governance and compensation committees.
In addition, pursuant to Section 3.1(b)(i) of the Stockholders Agreement, by and between the Company and the CD&R Funds, the CD&R Funds currently have the right to nominate a number of directors to the Company’s board in proportion to its voting interest, rounded to the nearest whole number. Prior to the 2016 Secondary Offering and 2016 Stock Repurchase, the
CD&R Funds’ approximate 58.4% interest permitted the CD&R Funds to nominate for election 6 of the 11 directors on the Company’s board. As a result of the decrease in CD&R Funds’ ownership percentage to approximately 43.8%, the CD&R Funds are currently permitted to nominate for election 5 of the 11 directors on the Company’s board.
Debt
8.25% Senior Notes Due January 2023.The Company’s $250.0 million in aggregate principal amount of 8.25% senior notes due 2023 (the “Notes”) bear interest at 8.25% per annum and will mature on January 15, 2023. Interest is payable semi-annually in arrears on January 15 and July 15. The Notes are guaranteed on a senior unsecured basis by all of the Company’s existing and future domestic subsidiaries that guarantee the Company’s obligations (including by reason of being a borrower under the senior secured asset-based revolving credit facility on a joint and several basis with the Company or a guarantor subsidiary) under the senior secured credit facilities. The Notes are unsecured senior indebtedness and rank equally in right of payment with all of the Company’s existing and future senior indebtedness and senior in right of payment to all of its future subordinated obligations. In addition, the Notes and guarantees are structurally subordinated to all existing and future indebtedness and other liabilities of the Company’s non-guarantor subsidiaries.
The Company may redeem the Notes at any time prior to January 15, 2018, at a price equal to 100% of the principal amount thereof, plus accrued and unpaid interest, if any, to the redemption date, plus the applicable make-whole premium. On or after January 15, 2018, the Company may redeem all or a part of the Notes at redemption prices (expressed as percentages of principal amount thereof) equal to 106.188% for the twelve-month period beginning on January 15, 2018, 104.125% for the twelve-month period beginning on January 15, 2019, 102.063% for the twelve-month period beginning on January 15, 2020 and 100.000% for the twelve-month period beginning on January 15, 2021 and at any time thereafter, plus accrued and unpaid interest, if any, to the applicable redemption date of the Notes. In addition, prior to January 15, 2018, the Company may redeem the Notes in an aggregate principal amount equal to up to 40.0% of the original aggregate principal amount of the Notes with funds in an equal aggregate amount not exceeding the aggregate proceeds of one or more equity offerings, at a redemption price of 108.250%, plus accrued and unpaid interest, if any, to the applicable redemption date of the Notes.
Credit Agreement. The Company’s Credit Agreement provided for a term loan credit facility (the “Term Loan”) in an original aggregate principal amount of $250.0 million. The Term Loan amortizes in nominal quarterly installments equal to one percent of the aggregate initial principal amount thereof per annum.
On May 2, 2017, the Company entered into Amendment No. 2 (the “Amendment”) to its existing Credit Agreement, dated as of June 22, 2012, between NCI Building Systems, Inc., as borrower, and Credit Suisse AG, Cayman Islands Branch, as administrative agent and collateral agent and the other financial institutions party thereto from time to time (as previously amended by Amendment No. 1, dated as of June 24, 2013, the “Existing Term Loan Facility” and, as amended, the “Term Loan Facility”), primarily to extend the maturity date and reduce the interest rate applicable to all of the outstanding term loans under the Term Loan Facility. At October 29, 2017 and October 30, 2016, amounts outstanding under the Credit Agreement were $144.1 million and $154.1 million,
Prior to the Amendment, approximately $144.1 million of term loans (the “Existing Term Loans”) were outstanding under the Existing Term Loan Facility. Pursuant to the Amendment, certain lenders under the Existing Term Loan Facility extended their Existing Term Loans, in an aggregate amount, along with new term loans advanced by certain new lenders of approximately $144.1 million (the “New Term Loans”). The proceeds of the New Term Loans advanced by the new lenders were used to prepay in full all of the Existing Term Loans that were not extended as New Term Loans. Pursuant to the Amendment, the maturity date of the New Term Loans was extended to June 24, 2022.
Pursuant to the Amendment, the New Term Loans bear interest at a floating rate measured by reference to, at the Company’s option, either (i) an adjusted LIBOR not less than 1.00% plus a borrowing margin of 3.00% per annum or (ii) an alternate base rate plus a borrowing margin of 2.00% per annum. At October 29, 2017, the interest rate on the term loan under the Credit Agreement was 4.24%. Overdue amounts will bear interest at a rate that is 2% higher than the rate otherwise applicable.
The New Term Loans are secured by the same collateral and guaranteed by the same guarantors as the Existing Term Loans under the Existing Term Loan Facility. Voluntary prepayments under the New Term Loans are permitted at any time, in minimum principal amounts, without premium or penalty, subject to a 1.00% premium payable in connection with certain repricing transactions within the first six months. The Amendment also includes certain other changes to the Term Loan Facility.
During fiscal 2017 and 2016, the Company made voluntary prepayments of $10.0 million and $40.0 million, respectively, on the outstanding principal amount of the Term Loan. As a result of the voluntary prepayments made during the prior two fiscal periods, which were applied to the one percent per annum amortization, we are not required to make any quarterly installment payments until June 24, 2019.
Subject to certain exceptions, the Term Loan will be subject to mandatory prepayment in an amount equal to:
the net cash proceeds of (1) certain asset sales, (2) certain debt offerings, and (3) certain insurance recovery and condemnation events; and
50% of annual excess cash flow (as defined in the Credit Agreement), subject to reduction to 0% if specified leverage ratio targets are met.
The Company’s obligations under the Credit Agreement and designated cash management arrangements and hedging agreements, if any, will be irrevocably and unconditionally guaranteed on a joint and several basis by each direct and indirect wholly owned domestic subsidiary of the Company (other than any domestic subsidiary that is a foreign subsidiary holding company or a subsidiary of a foreign subsidiary and certain other excluded subsidiaries).
The obligations under the Credit Agreement and the designated cash management arrangements and hedging agreements, if any, and the guarantees thereof are secured pursuant to a guarantee and collateral agreement, dated as of June 22, 2012 (the “Guarantee and Collateral Agreement”), made by the Company and other Grantors (as defined therein), in favor of the Term Agent, by (i) all of the capital stock of all direct domestic subsidiaries owned by the Company and the guarantors, (ii) up to 65% of the capital stock of certain direct foreign subsidiaries owned by the Company or any guarantor (it being understood that a foreign subsidiary holding company or a domestic subsidiary of a foreign subsidiary will be deemed a foreign subsidiary), and (iii) substantially all other tangible and intangible assets owned by the Company and each guarantor, in each case to the extent permitted by applicable law and subject to certain exceptions.
The Credit Agreement contains customary events of default, including non-payment of principal, interest or fees, violation of covenants, material inaccuracy of representations or warranties, cross default and cross acceleration to certain other material indebtedness, certain bankruptcy events, certain ERISA events, material invalidity of security interest, material judgments, and change of control.
The Credit Agreement also provides that the Company has the right at any time to request incremental commitments under one or more incremental term loan facilities or incremental revolving loan facilities, subject to compliance with a pro forma consolidated secured net debt to EBITDA leverage ratio. The lenders under the Credit Agreement will not be under any obligation to provide any such incremental commitments, and any such addition of or increase in commitments will be subject to pro forma compliance with customary conditions.
In connection with the execution of the Credit Agreement the Company, certain of the Company’s subsidiaries, Wells Fargo Capital Finance, LLC, as administrative agent (the “ABL Agent”) under the Company’s Amended ABL Facility (as defined below), and the Term Agent entered into an amendment (the “Intercreditor Agreement Amendment”) to the Company’s existing Intercreditor Agreement, dated as of October 20, 2009, providing for, among other things, the obligations under the Credit Agreement to become subject to the provisions of the Intercreditor Agreement.
The Credit Agreement contains a number of covenants that, among other things, will limit or restrict the ability of the Company and its subsidiaries to dispose of assets, incur additional indebtedness, make dividends and other restricted payments, create liens securing indebtedness, engage in mergers and other fundamental transactions, enter into restrictive agreements, amend certain documents in respect of other indebtedness, change the nature of their business and engage in certain transactions with affiliates.
Amended ABL Facility. The Company’s Asset-Based Lending Facility, as amended, (“Amended ABL Facility”) provides for revolving loans of up to $150 million (subject to a borrowing base), letters of credit of up to $30 million and up to $10 million for swingline borrowings. All borrowings under the Amended ABL Facility mature on June 24, 2019.
Borrowing availability under the Amended ABL Facility is determined by a monthly borrowing base collateral calculation that is based on specified percentages of the value of qualified cash, eligible inventory and eligible accounts receivable, less certain reserves and subject to certain other adjustments. At October 29, 2017 and October 30, 2016, our excess availability under the Amended ABL Facility was $140.0 million and $140.9 million, respectively. At both October 29, 2017 and October 30, 2016, we had no revolving loans outstanding under the Amended ABL Facility. In addition, at October 29, 2017 and October 30, 2016, we had standby letters of credit related to certain insurance policies totaling approximately $10.0 million and $9.1 million, respectively.
An unused commitment fee is paid monthly on the Amended ABL Facility at an annual rate of 0.50% based on the amount by which the maximum credit exceeds the average daily principal balance of outstanding loans and letter of credit obligations. Additional customary fees in connection with the Amended ABL Facility also apply.
The obligations of the borrowers under the Amended ABL Facility are guaranteed by the Company and each direct and indirect domestic subsidiary of the Company (other than any domestic subsidiary that is a foreign subsidiary holding company or a subsidiary of a foreign subsidiary that is insignificant) that is not a borrower under the Amended ABL Facility. The obligations of the Company under certain specified bank products agreements are guaranteed by each borrower and each other direct and indirect domestic subsidiary of the Company and the other guarantors.
The obligations under the Amended ABL Facility, and the guarantees thereof, are secured by a first priority lien on our accounts receivable, inventory, certain deposit accounts, associated intangibles and certain other specified assets of the Company and a second priority lien on the assets securing the term loan under the Credit Agreement on a first-lien basis, in each case subject to certain exceptions.
The Amended ABL Facility contains a number of covenants that, among other things, limit or restrict our ability to dispose of assets, incur additional indebtedness, incur guarantee obligations, engage in sale and leaseback transactions, prepay other indebtedness, modify organizational documents and certain other agreements, create restrictions affecting subsidiaries, make dividends and other restricted payments, create liens, make investments, make acquisitions, engage in mergers, change the nature of our business and engage in certain transactions with affiliates.
Under the Amended ABL Facility, a “Dominion Event” occurs if either an event of default is continuing or excess availability falls below certain levels, during which period, and for certain periods thereafter, the administrative agent may apply all amounts in the Company’s, the borrowers’ and the other guarantors’ concentration accounts to the repayment of the loans outstanding under the Amended ABL Facility, subject to the Intercreditor Agreement and certain specified exceptions. In addition, during such Dominion Event, we are required to make mandatory payments on our Amended ABL Facility upon the occurrence of certain events, including the sale of assets and the issuance of debt, in each case subject to certain limitations and conditions set forth in the Amended ABL Facility.
The Amended ABL Facility includes a minimum fixed charge coverage ratio of one to one, which will apply if we fail to maintain a specified minimum borrowing capacity. The minimum level of borrowing capacity as of October 29, 2017 and October 30, 2016 was $21.0 million and $21.1 million, respectively. Although our Amended ABL Facility did not require any financial covenant compliance, at October 29, 2017 and October 30, 2016, our fixed charge coverage ratio as of those dates, which is calculated on a trailing twelve month basis, was 3.85:1.00 and 2.86:1.00, respectively.
Loans under the Amended ABL Facility bear interest, at our option, as follows:
| |
(1) | Base Rate loans at the Base Rate plus a margin. The margin ranges from 0.75% to 1.25% depending on the quarterly average excess availability under such facility; and |
| |
(2) | LIBOR loans at LIBOR plus a margin. The margin ranges from 1.75% to 2.25% depending on the quarterly average excess availability under such facility. |
“Base Rate” is defined as the higher of the Wells Fargo Bank, N.A. prime rate and the overnight Federal Funds rate plus 0.5% and “LIBOR” is defined as the applicable London Interbank Offered Rate adjusted for reserves.
During an event of default, loans under the Amended ABL Facility will bear interest at a rate that is 2% higher than the rate otherwise applicable.
Cash Flow
We periodically evaluate our liquidity requirements, capital needs and availability of resources in view of inventory levels, expansion plans, debt service requirements and other operating cash needs. To meet our short- and long-term liquidity requirements, including payment of operating expenses and repaying debt, we rely primarily on cash from operations. Beyond cash generated from operations, most of our Amended ABL Facility is undrawn with $140.0 million available at October 29, 2017 and $65.7 million of cash as of October 29, 2017. However, we have in the past sought to raise additional capital.
We expect that, for the next 12 months, cash generated from operations and our Amended ABL Facility will be sufficient to provide us the ability to fund our operations, provide the increased working capital necessary to support our strategy and fund planned capital expenditures between approximately $45.0 million and $55.0 million for fiscal 2018 and expansion when needed.
We expect to contribute $2.6 million to our defined benefit plans in fiscal 2018.
Our corporate strategy seeks potential acquisitions that would provide additional synergies in our Engineered Building Systems, Metal Components and Metal Coil Coating segments. From time to time, we may enter into letters of intent or agreements to acquire assets or companies in these business lines. The consummation of these transactions could require substantial cash payments and/or issuance of additional debt. On November 3, 2015, we acquired manufacturing operations in Hamilton, Ontario, Canada for $2.2 million in cash. This acquisition allows us to service customers more competitively within the Canadian and Northeastern United States IMP markets. We funded the acquisition with cash on hand.
During fiscal 2017, we repurchased an aggregate of $43.6 million of our Common Stock under the stock repurchase program authorized in September 2016. At October 29, 2017, approximately $52.2 million remained available for stock repurchases under the stock repurchase programs authorized in September 2016 and October 2017. We also withheld shares of restricted stock to satisfy minimum tax withholding obligations arising in connection with the vesting of awards of restricted stock related to our 2003 Long-Term Stock Incentive Plan.
The Company may repurchase or otherwise retire the Company’s debt and take other steps to reduce the Company’s debt or otherwise improve the Company’s financial position. These actions could include open market debt repurchases, negotiated repurchases, other retirements of outstanding debt and opportunistic refinancing of debt. The amount of debt that may be repurchased or otherwise retired, if any, will depend on market conditions, trading levels of the Company’s debt, the Company’s cash position, compliance with debt covenants and other considerations. Affiliates of the Company may also purchase the Company’s debt from time to time, through open market purchases or other transactions. In such cases, the Company’s debt may not be retired, in which case the Company would continue to pay interest in accordance with the terms of the debt, and the Company would continue to reflect the debt as outstanding in its consolidated balance sheets. During fiscal 2017, we made voluntary principal repayments totaling $10.0 million on the Term Loan.
NON-GAAP MEASURES
Set forth below are certain non-GAAP measures which include adjusted operating income (loss), adjusted EBITDA, adjusted net income per diluted common share and adjusted net income applicable to common shares. We define adjusted operating income (loss) as operating income (loss) adjusted for items broadly consisting of selected items which management does not consider representative of our ongoing operations and certain non-cash items of the Company. We define adjusted EBITDA as net income before interest expense, income tax expense (benefit) and depreciation and amortization, adjusted for items broadly consisting of selected items which management does not consider representative of our ongoing operations and certain non-cash items of the Company. Such measurements are not prepared in accordance with U.S. GAAP and should not be construed as an alternative to reported results determined in accordance with U.S. GAAP. Management believes the use of such non-GAAP measures on a consolidated and operating segment basis assists investors in understanding the ongoing operating performance by presenting the financial results between periods on a more comparable basis. You are encouraged to evaluate these adjustments and the reasons we consider them appropriate for supplemental analysis. In evaluating these measures, you should be aware that in the future we may incur expenses that are the same as, or similar to, some of the adjustments in these non-GAAP measures. In addition, certain financial covenants related to our Credit Agreement, Amended ABL Facility, and Notes are based on similar non-GAAP measures. The non-GAAP information provided is unique to the Company and may not be consistent with the methodologies used by other companies.
The following tables reconcile adjusted net income per diluted common share to net income per diluted common share and adjusted net income applicable to common shares to net income applicable to common shares for the periods indicated (in thousands):
|
| | | | | | | | | | | | | | | |
| | Fiscal Three Months Ended | | Fiscal Year Ended |
| | October 29,
2017 | | October 30,
2016 | | October 29,
2017 | | October 30,
2016 |
| Net income per diluted common share, GAAP basis | $ | 0.25 |
| | $ | 0.27 |
| | $ | 0.77 |
| | $ | 0.70 |
|
| Goodwill impairment | 0.09 |
| | — |
| | 0.08 |
| | — |
|
| Restructuring and impairment charges | 0.02 |
| | 0.01 |
| | 0.07 |
| | 0.06 |
|
| Strategic development and acquisition related costs | 0.00 |
| | 0.01 |
| | 0.03 |
| | 0.04 |
|
| Gain on insurance recovery | — |
| | — |
| | (0.14 | ) | | — |
|
| Unreimbursed business interruption costs | 0.00 |
| | — |
| | 0.01 |
| | — |
|
| Other losses (gains), net | — |
| | 0.00 |
| | 0.00 |
| | (0.06 | ) |
Tax effect of applicable non-GAAP adjustments(1) | (0.04 | ) | | (0.01 | ) | | (0.02 | ) | | (0.03 | ) |
| Adjusted net income per diluted common share | $ | 0.32 |
| | $ | 0.28 |
| | $ | 0.80 |
| | $ | 0.71 |
|
|
| | | | | | | | | | | | | | | |
| | Fiscal Three Months Ended | | Fiscal Year Ended |
| | October 29,
2017 | | October 30,
2016 | | October 29,
2017 | | October 30,
2016 |
| Net income applicable to common shares, GAAP basis | $ | 17,412 |
| | $ | 18,896 |
| | $ | 54,399 |
| | $ | 50,638 |
|
| Goodwill impairment | 6,000 |
| | — |
| | 6,000 |
| | — |
|
| Restructuring and impairment charges | 1,710 |
| | 815 |
| | 5,297 |
| | 4,252 |
|
| Strategic development and acquisition related costs | 193 |
| | 590 |
| | 1,971 |
| | 2,670 |
|
| Gain on insurance recovery | — |
| | — |
| | (9,749 | ) | | — |
|
| Unreimbursed business interruption costs | 28 |
| | — |
| | 454 |
| | — |
|
| Other losses (gains), net | — |
| | 62 |
| | 137 |
| | (3,506 | ) |
Tax effect of applicable non-GAAP adjustments(1) | (3,093 | ) | | (572 | ) | | (1,603 | ) | | (2,059 | ) |
| Adjusted net income applicable to common shares | $ | 22,250 |
| | $ | 19,791 |
| | $ | 56,906 |
| | $ | 51,995 |
|
| |
(1) | The Company calculated the tax effect of non-GAAP adjustments by applying the applicable statutory tax rate for the period to each applicable non-GAAP item. |
The following tables reconcile adjusted operating income (loss) to operating income (loss) for the periods indicated (in thousands): |
| | | | | | | | | | | | | | | | | | | |
| | Fiscal Three Months Ended October 29, 2017 |
| | Engineered
Building
Systems | | Metal
Components | | Metal Coil
Coating | | Corporate | | Consolidated |
| Operating income (loss), GAAP basis | $ | 13,043 |
| | $ | 32,818 |
| | $ | 6,615 |
| | $ | (19,150 | ) | | $ | 33,326 |
|
| Goodwill impairment | — |
| | 6,000 |
| | — |
| | — |
| | 6,000 |
|
| Restructuring and impairment charges | 695 |
| | 753 |
| | — |
| | 262 |
| | 1,710 |
|
| Strategic development and acquisition related costs | — |
| | 90 |
| | — |
| | 103 |
| | 193 |
|
| Unreimbursed business interruption costs | — |
| | 28 |
| | — |
| | — |
| | 28 |
|
| Adjusted operating income (loss) | $ | 13,738 |
| | $ | 39,689 |
| | $ | 6,615 |
| | $ | (18,785 | ) | | $ | 41,257 |
|
|
| | | | | | | | | | | | | | | | | | | |
| | Fiscal Three Months Ended October 30, 2016 |
| | Engineered
Building
Systems | | Metal
Components | | Metal Coil
Coating | | Corporate | | Consolidated |
| Operating income (loss), GAAP basis | $ | 22,830 |
| | $ | 31,059 |
| | $ | 7,018 |
| | $ | (21,515 | ) | | $ | 39,392 |
|
| Restructuring and impairment charges | 211 |
| | 506 |
| | — |
| | 98 |
| | 815 |
|
| Strategic development and acquisition related costs | — |
| | — |
| | — |
| | 590 |
| | 590 |
|
| Loss on sale of assets and asset recovery | 62 |
| | — |
| | — |
| | — |
| | 62 |
|
| Adjusted operating income (loss) | $ | 23,103 |
| | $ | 31,565 |
| | $ | 7,018 |
| | $ | (20,827 | ) | | $ | 40,859 |
|
|
| | | | | | | | | | | | | | | | | | | |
| | Fiscal Year Ended October 29, 2017 |
| | Engineered
Building
Systems | | Metal
Components | | Metal Coil
Coating | | Corporate | | Consolidated |
| Operating income (loss), GAAP basis | $ | 41,388 |
| | $ | 124,224 |
| | $ | 23,935 |
| | $ | (79,767 | ) | | $ | 109,780 |
|
| Goodwill impairment | — |
| | 6,000 |
| | — |
| | — |
| | 6,000 |
|
| Restructuring and impairment charges | 3,732 |
| | 1,254 |
| | — |
| | 311 |
| | 5,297 |
|
| Strategic development and acquisition related costs | — |
| | 90 |
| | — |
| | 1,881 |
| | 1,971 |
|
| Loss on sale of assets and asset recovery | 137 |
| | — |
| | — |
| | — |
| | 137 |
|
| Gain on insurance recovery | — |
| | (9,749 | ) | | — |
| | — |
| | (9,749 | ) |
| Unreimbursed business interruption costs | — |
| | 454 |
| | — |
| | — |
| | 454 |
|
| Adjusted operating income (loss) | $ | 45,257 |
| | $ | 122,273 |
| | $ | 23,935 |
| | $ | (77,575 | ) | | $ | 113,890 |
|
|
| | | | | | | | | | | | | | | | | | | |
| | Fiscal Year Ended October 30, 2016 |
| | Engineered
Building
Systems | | Metal
Components | | Metal Coil
Coating | | Corporate | | Consolidated |
| Operating income (loss), GAAP basis | $ | 62,046 |
| | $ | 102,495 |
| | $ | 25,289 |
| | $ | (81,051 | ) | | $ | 108,779 |
|
| Restructuring and impairment charges | 966 |
| | 1,661 |
| | 39 |
| | 1,586 |
| | 4,252 |
|
| Strategic development and acquisition related costs | — |
| | 403 |
| | — |
| | 2,267 |
| | 2,670 |
|
| Gain on sale of assets and asset recovery | (1,642 | ) | | — |
| | — |
| | — |
| | (1,642 | ) |
| Adjusted operating income (loss) | $ | 61,370 |
| | $ | 104,559 |
| | $ | 25,328 |
| | $ | (77,198 | ) | | $ | 114,059 |
|
The following tables reconcile adjusted EBITDA to net income for the periods indicated (in thousands): |
| | | | | | | | | | | | | | | | | | | |
| | 1st Quarter
January 29,
2017 | | 2nd Quarter
April 30,
2017 | | 3rd Quarter
July 30,
2017 | | 4th Quarter
October 29,
2017 | | Fiscal Year Ended
October 29,
2017 |
| Net income | $ | 2,039 |
| | $ | 16,974 |
| | $ | 18,221 |
| | $ | 17,490 |
| | $ | 54,724 |
|
| Depreciation and amortization | 10,315 |
| | 10,062 |
| | 10,278 |
| | 10,663 |
| | 41,318 |
|
| Consolidated interest expense, net | 6,881 |
| | 7,341 |
| | 7,353 |
| | 7,086 |
| | 28,661 |
|
| Provision for income taxes | 1,275 |
| | 8,606 |
| | 9,845 |
| | 8,688 |
| | 28,414 |
|
| Restructuring and impairment charges | 2,264 |
| | 315 |
| | 1,009 |
| | 1,709 |
| | 5,297 |
|
| Strategic development and acquisition related costs | 357 |
| | 124 |
| | 1,297 |
| | 193 |
| | 1,971 |
|
| Share-based compensation | 3,042 |
| | 2,820 |
| | 2,284 |
| | 2,084 |
| | 10,230 |
|
| Goodwill impairment | — |
| | — |
| | — |
| | 6,000 |
| | 6,000 |
|
| Loss on sale of assets and asset recovery | — |
| | 137 |
| | — |
| | — |
| | 137 |
|
| Gain on insurance recovery | — |
| | (9,601 | ) | | (148 | ) | | — |
| | (9,749 | ) |
| Unreimbursed business interruption costs | — |
| | 191 |
| | 235 |
| | 28 |
| | 454 |
|
| Adjusted EBITDA | $ | 26,173 |
| | $ | 36,969 |
| | $ | 50,374 |
| | $ | 53,941 |
| | $ | 167,457 |
|
|
| | | | | | | | | | | | | | | | | | | |
| | 1st Quarter
January 31,
2016 | | 2nd Quarter
May 1,
2016 | | 3rd Quarter
July 31,
2016 | | 4th Quarter
October 30,
2016 | | Fiscal Year Ended
October 30,
2016 |
| Net income | $ | 5,892 |
| | $ | 2,420 |
| | $ | 23,715 |
| | $ | 19,001 |
| | $ | 51,028 |
|
| Depreciation and amortization | 10,747 |
| | 10,765 |
| | 10,595 |
| | 9,817 |
| | 41,924 |
|
| Consolidated interest expense, net | 7,847 |
| | 7,792 |
| | 7,685 |
| | 7,548 |
| | 30,872 |
|
| Provision for income taxes | 2,453 |
| | 1,209 |
| | 11,627 |
| | 12,649 |
| | 27,938 |
|
| Restructuring and impairment charges | 1,510 |
| | 1,149 |
| | 778 |
| | 815 |
| | 4,252 |
|
| Gain from bargain purchase | (1,864 | ) | | — |
| | — |
| | — |
| | (1,864 | ) |
| Strategic development and acquisition related costs | 681 |
| | 579 |
| | 819 |
| | 590 |
| | 2,669 |
|
| Share-based compensation | 2,582 |
| | 2,468 |
| | 2,661 |
| | 3,181 |
| | 10,892 |
|
| (Gain) loss on sale of assets and asset recovery | (725 | ) | | (927 | ) | | (52 | ) | | 62 |
| | (1,642 | ) |
| Adjusted EBITDA | $ | 29,123 |
| | $ | 25,455 |
| | $ | 57,828 |
| | $ | 53,663 |
| | $ | 166,069 |
|
OFF-BALANCE SHEET ARRANGEMENTS
As part of our ongoing business, we do not participate in transactions that generate relationships with unconsolidated entities or financial partnerships, such as entities often referred to as structured finance or special purpose entities (“SPEs”), which would have been established for the purpose of facilitating off-balance sheet arrangements or other contractually narrow or limited purposes. As of October 29, 2017, we were not involved in any unconsolidated SPE transactions.
CONTRACTUAL OBLIGATIONS
The following table shows our contractual obligations as of October 29, 2017 (in thousands): |
| | | | | | | | | | | | | | | | | | | | |
| | | Payments due by period |
| Contractual Obligation | | Total | | Less than
1 year | | 1 – 3 years | | 4 – 5 years | | More than
5 years |
Total debt(1) | | $ | 394,147 |
| | $ | — |
| | $ | — |
| | $ | 394,147 |
| | $ | — |
|
Interest payments on debt(2) | | 119,550 |
| | 26,734 |
| | 80,202 |
| | 12,614 |
| | — |
|
| Operating leases | | 43,920 |
| | 12,690 |
| | 17,659 |
| | 6,049 |
| | 7,522 |
|
Projected pension obligations(3) | | 19,003 |
| | 2,076 |
| | 5,327 |
| | 4,453 |
| | 7,147 |
|
| Total contractual obligations | | $ | 576,620 |
| | $ | 41,500 |
| | $ | 103,188 |
| | $ | 417,263 |
| | $ | 14,669 |
|
| |
(1) | Reflects amounts outstanding under the Credit Agreement, the Amended ABL Facility and the Notes. |
| |
(2) | Interest payments were calculated based on rates in effect at October 29, 2017 for variable rate obligations. |
| |
(3) | Amounts represent our estimate of the minimum funding requirements as determined by government regulations. Amounts are subject to change based on numerous assumptions, including the performance of the assets in the plans and bond rates. Includes obligations with respect to the Company’s Defined Benefit Plans and the other post employment benefit (“OPEB”) Plans. |
CONTINGENT LIABILITIES AND COMMITMENTS
Our insurance carriers require us to secure standby letters of credit as a collateral requirement for our projected exposure to future period claims growth and loss development which includes IBNR claims. For all insurance carriers, the total standby letters of credit are approximately $10.0 million and $9.1 million at October 29, 2017 and October 30, 2016, respectively.
CRITICAL ACCOUNTING POLICIES
Our consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States, which require us to make estimates and assumptions that affect the reported amounts of assets and liabilities and related disclosure of contingent assets and liabilities. On an ongoing basis, we evaluate our estimates, including those estimates that may have a significant effect on our financial condition and results of operations. Our significant accounting policies are disclosed in Note 2 to our consolidated financial statements. The following discussion of critical accounting policies addresses those policies that are both important to the portrayal of our financial condition and results of operations and require significant judgment and estimates. We base our estimates and judgment on historical experience and on various other factors that are believed to be reasonable under the circumstances. Actual results may differ from these estimates under different assumptions or conditions.
Revenue recognition. We recognize revenues when all of the following conditions are met: persuasive evidence of an arrangement exists, delivery has occurred or services have been rendered, the price is fixed or determinable, and collectability is reasonably assured. Generally, these criteria are met at the time product is shipped or services are complete. In instances where an order is partially shipped, we recognize revenue based on the relative sales value of the materials shipped. Provisions are made upon the sale for estimated product returns. Costs associated with shipping and handling our products are included in cost of sales.
Insurance accruals. We have a self-funded Administrative Services Only (“ASO”) arrangement for our employee group health insurance. We purchase individual stop-loss protection to cap our medical claims liability at $355,000 per claim. Each reporting period, we record the costs of our health insurance plan, including paid claims, an estimate of the change in in IBNR claims, taxes and administrative fees, when applicable, (collectively the “Plan Costs”) as general and administrative expenses and cost of sales in our consolidated statements of operations. The estimated IBNR claims are based upon (i) a recent average level of paid claims under the plan, (ii) an estimated claims lag factor and (iii) an estimated claims growth factor to provide for those claims that have been incurred but not yet paid. We have deductible programs for our Workers Compensation/Employer Liability and Auto Liability insurance policies, and a self-insured retention (“SIR”) arrangement for our General Liability insurance policy. The Workers Compensation deductible is $250,000 per occurrence. The Property and Auto Liability deductibles are $500,000 and $250,000, respectively, per occurrence. The General Liability has a self-insured retention of $1,000,000 per occurrence. For workers’ compensation costs, we monitor the number of accidents and the severity of such accidents to develop appropriate estimates for expected costs to provide both medical care and indemnity benefits, when applicable, for the period of time that an employee is incapacitated and unable to work. These accruals are developed using third-party insurance adjuster reserve estimates of the expected cost for medical treatment, and length of time an employee will be unable to work based on industry statistics for the cost of similar disabilities and statutory impairment ratings. For general liability and automobile claims,
accruals are developed based on third-party insurance adjuster reserve estimates of the expected cost to resolve each claim, including damages and defense costs, based on legal and industry trends, and the nature and severity of the claim. Accruals also include estimates for IBNR claims, and taxes and administrative fees, when applicable. This statistical information is trended by a third-party actuary to provide estimates of future expected costs based on loss development factors derived from our period-to-period growth of our claims costs to full maturity (ultimate), versus original estimates.
We believe that the assumptions and information used to develop these accruals provide the best basis for these estimates each quarter because, as a general matter, the accruals historically have proved to be reasonable and accurate. However, significant changes in expected medical and health care costs, negative changes in the severity of previously reported claims or changes in laws that govern the administration of these plans could have an impact on the determination of the amount of these accruals in future periods. Our methodology for determining the amount of health insurance accrual considers claims growth and claims lag, which is the lengthChair of time between the incurred date and processing date. For the health insurance accrual, a change of 10% above expected outstanding claims would result in a financial impact of $0.5 million.
Share-Based Compensation. Under FASB Accounting Standards Codification (“ASC”) Topic 718, Compensation — Stock Compensation, the fair value and compensation expense of each option award is estimated as of the date of grant using a Black-Scholes-Merton option pricing formula. The fair value and compensation expense of the performance share units (“PSUs”) grant is estimated based on the Company’s stock price as of the date of grant using a Monte Carlo simulation. Expected volatility is based on historical volatility of our stock over a preceding period commensurate with the expected term of the option. The expected volatility considers factors such as the volatility of our share price, implied volatility of our share price, length of time our shares have been publicly traded, appropriate and regular intervals for price observations and our corporate and capital structure. For the fiscal years ended October 29, 2017 and October 30, 2016, the forfeiture rate in our calculation of share-based compensation expense is based on historical experience and is estimated at 5.0% for our non-officers and 0% for our officers. The risk-free rate for the expected term of the option is based on the U.S. Treasury yield curve in effect at the time of grant. Expected dividend yield was not considered in the option pricing formula since we historically have not paid dividends on our common shares and have no current plans to do so in the future. We granted an immaterial amount of options during the fiscal years ended October 29, 2017, October 30, 2016 and November 1, 2015.
Long-term incentive awards granted to our senior executives generally have a three-year performance period. Long-term incentive awards include restricted stock units and PSUs representing 40% and 60% of the total value, respectively. The restricted stock units vest upon continued employment. Vesting of the PSUs is contingent upon continued employment and the achievement of targets with respect to the following metrics, as defined by management: (1) cumulative free cash flow (weighted 40%); (2) cumulative earnings per share (weighted 40%); and (3) total shareholder return (weighted 20%), in each case during the performance period. At the end of the performance period, the number of actual shares to be awarded varies between 0% and 200% of target amounts. The PSUs vest pro rata if an executive’s employment terminates prior to the end of the performance period due to death, disability, or termination by the Company without cause or by the executive for good reason. If an executive’s employment terminates for any other reason prior to the end of the performance period, all outstanding unvested PSUs, whether earned or unearned, will be forfeited and cancelled. If a change in control occurs prior to the end of the performance period, the PSU payout will be calculated and paid assuming that the maximum benefit had been achieved. If an executive’s employment terminates due to death or disability while any of the restricted stock is unvested, then all of the unvested restricted stock will become vested. If an executive’s employment is terminated by the Company without cause or after reaching normal retirement age, the unvested restricted stock will be forfeited. If a change in control occurs prior to the end of the performance period, the restricted stock will fully vest. The PSUs granted in December 2014 to our senior executives vest one-half on December 15, 2016 and one-half on December 15, 2017. The PSUs granted in December 2016 and 2015 to our senior executives cliff vest at the end of the three-year performance period. The fair value of the awards is based on the Company’s stock price as of the date of grant. During the fiscal years 2017, 2016 and 2015, we granted PSUs with fair values of approximately $4.6 million, $4.7 million and $3.6 million, respectively, to the Company’s senior executives.
Performance Share Awards granted to our key employees are paid 50% in cash and 50% in stock. Vesting of Performance Share Awards is contingent upon continued employment and the achievement of free cash flow and earnings per share targets, as defined by management, over a three-year period. At the end of the performance period, the number of actual shares to be awarded varies between 0% and 150% of target amounts. However, a minimum of 50% of the awards will vest upon continued employment over the three-year period if the minimum targets are not met. The Performance Share Awards vest earlier upon death, disability or a change of control. A portion of the awards also vests upon termination without cause or after reaching normal retirement age prior to the vesting date, as defined by the agreements governing such awards. The fair value of Performance Share Awards is based on the Company’s stock price as of the date of grant. During the fiscal years ended October 29, 2017, October 30, 2016 and November 1, 2015, we granted Performance Share Awards with an equity fair value of $2.0 million, $2.4 million and $1.5 million, respectively.
We granted 0.3 million, 0.3 million and 0.4 million restricted shares during the fiscal years ended October 29, 2017, October 30, 2016 and November 1, 2015, respectively. The restricted stock units granted in December 2014 to our senior
executives vest two-thirds on December 15, 2016 and one-third on December 15, 2017. For the restricted stock units granted in December 2015 and 2016 to our senior executives, one-third vests annually.
The compensation cost related to share-based awards is recognized over the requisite service period. The requisite service period is generally the period during which an employee is required to provide service in exchange for the award. For awards with performance conditions, the amount of share-based compensation expense recognized is based upon the probable outcome of the performance conditions, as defined and determined by management. Our option awards and restricted stock awards are subject to graded vesting over a service period, which is typically three or four years. We generally recognize compensation cost for these awards on a straight-line basis over the requisite service period for the entire award. In addition, certain of our awards provide for accelerated vesting upon qualified retirement. We recognize compensation cost for such awards over the period from grant date to the date the employee first becomes eligible for retirement.
Income taxes. The determination of our provision for income taxes requires significant judgment, the use of estimates and the interpretation and application of complex tax laws. Our provision for income taxes reflects a combination of income earned and taxed in the various U.S. federal and state, Canadian federal and provincial, Mexican federal, and other jurisdictions. Jurisdictional tax law changes, increases or decreases in permanent differences between book and tax items, accruals or adjustments of accruals for tax contingencies or valuation allowances, and the change in the mix of earnings from these taxing jurisdictions all affect the overall effective tax rate.
As of October 29, 2017, the $3.6 million net operating loss and tax credit carryforward included $0.5 million for U.S. state loss carryforwards and $3.1 million for foreign loss carryforward. The state net operating loss carryforwards will expire in 2018 to 2028 years, if unused.
Accounting for acquisitions, intangible assets and goodwill. Accounting for the acquisition of a business requires the allocation of the purchase price to the various assets and liabilities of the acquired business. For most assets and liabilities, purchase price allocation is accomplished by recording the asset or liability at its estimated fair value. The most difficult estimations of individual fair values are those involving property, plant and equipment and identifiable intangible assets. We use all available information to make these fair value determinations and, for major business acquisitions, typically engage an outside appraisal firm to assist in the fair value determination of the acquired long-lived assets.
The Company has approximately $148.3 million of goodwill as of October 29, 2017, of which approximately $14.3 million pertains to our Engineered Building Systems segment and $134.0 million pertains to our Metal Components segment. The Company also has $13.5 million of other intangible assets with indefinite lives as of October 29, 2017 pertaining to our Engineered Building Systems segment. We perform an annual impairment assessment of goodwill and indefinite-lived intangibles. Additionally, we assess goodwill and indefinite-lived intangibles for impairment whenever events or changes in circumstances indicate that the fair values may be below the carrying values of such assets. Unforeseen events, changes in circumstances and market conditions and material differences in the value of intangible assets due to changes in estimates of future cash flows could negatively affect the fair value of our assets and result in a non-cash impairment charge. Some factors considered important that could trigger an impairment review include the following: significant underperformance relative to expected historical or projected future operating results, significant changes in the manner of our use of the acquired assets or the strategy for our overall business and significant sustained negative industry or economic trends.
The fair value of our reporting units is based on a blend of estimated discounted cash flows, publicly traded company multiples and transaction multiples. The results from each of these models are then weighted and combined into a single estimate of fair value for our reporting units. Estimated discounted cash flows are based on projected sales and related cost of sales. Publicly traded company multiples and acquisition multiples are derived from information on traded shares and analysis of recent acquisitions in the marketplace, respectively, for companies with operations similar to ours. The primary assumptions used in these various models include earnings multiples of acquisitions in a comparable industry, future cash flow estimates of each of the reporting units, weighted average cost of capital, working capital and capital expenditure requirements. During fiscal 2017, management early adopted the new accounting principle that simplified the test for goodwill impairment by eliminating the second step of the goodwill test. Management does not believe the estimates used in the analysis are reasonably likely to change materially in the future, but we will continue to assess the estimates in the future based on the expectations of the reporting units. Changes in assumptions used in the fair value calculation could result in an estimated reporting unit fair value that is below the carrying value, which may result in an impairment of goodwill.
We completed our annual goodwill impairment test as of July 31, 2017 for each of our reporting units. We have the option of performing an assessment of certain qualitative factors to determine if it is more likely than not that the fair value of a reporting unit is less than its carrying value or proceeding directly to a quantitative impairment test. We elected to apply the qualitative assessment for the goodwill in certain of our reporting units within the Metal Components segment and the Engineered Building Systems segment as of July 31, 2017. Under the qualitative assessment, various events and circumstances (or factors) that would affect the estimated fair value of a reporting unit are identified (similar to impairment indicators above). These factors are then classified by the type of impact they would have on the estimated fair value using positive, neutral, and negative categories
based on current business conditions. Additionally, an assessment of the level of impact that a particular factor would have on the estimated fair value is determined using relative weightings. Additionally, the Company considers the results of the most recent quantitative impairment test completed for a reporting unit and compares the weighted average cost of capital (WACC), publicly traded company multiples and observable and recent transaction multiples between the current and prior years for a reporting unit. Based on our assessment of these tests, we do not believe it is more likely than not that the fair value of these reporting units or the indefinite-lived intangible assets are less than their respective carrying amounts.
We performed a quantitative test for three other reporting units within the Metal Components segment as of July 31, 2017. We estimated the fair value of each reporting unit using projected discounted cash flows and publicly traded company multiples. To develop the projected cash flows associated with the reporting unit, we considered key factors that include assumptions regarding sales volume and prices, operating margins, capital expenditures, working capital needs and discount rates. We discounted the projected cash flows using a long-term, risk-adjusted weighted average cost of capital, which was based on our estimate of the investment returns that market participants would require for the reporting unit. We considered publicly traded company multiples for companies with operations similar to the reporting unit. Based on our completion of this test, we determined that the fair value of two of the reporting units exceeded their carrying amount and goodwill was not considered to be impaired. Each reporting unit generally had a fair value in excess of 30% of their respective carrying value. Any change in key assumptions, such as the discount rate (+/- 1.0%) or long-term growth rate (+/- 0.5%) would not result in a different conclusion for either of the two reporting units. The July 31, 2017 goodwill impairment test for the third reporting unit indicated impairment as the carrying value of CENTRIA’s coil coating operations, included in our Metal Components segment, exceeded its fair value due to current year declines in volume and margins. As a result, we recorded a non-cash charge of $6.0 million in goodwill impairment on our consolidated statements of operations for the year ended October 29, 2017. The remaining balance of goodwill for the CENTRIA coil coating reporting unit of $5.4 million is supported by future cash flows and expected synergies with our NCI coil coating operations. Further declines in volume and margins of CENTRIA’s coil coating operations could result in additional goodwill impairments in future periods.
Management performed the annual impairment test of indefinite-lived intangibles as of July 31, 2017 using a quantitative test during the fiscal fourth quarter. We estimated the fair value of each trade name using the relief-from-royalty method, which applies a royalty rate to projected revenue streams attributable to the trade names. To develop the respective revenue projections we considered key factors that include assumptions regarding sales volume and prices. Based on our completion of this test, we determined that the fair value of the Star and Ceco trade names exceeded the carrying amount and the intangible assets were not considered to be impaired.
Allowance for doubtful accounts. Our allowance for doubtful accounts reflects reserves for customer receivables to reduce receivables to amounts expected to be collected. Management uses significant judgment in estimating uncollectible amounts. In estimating uncollectible accounts, management considers factors such as current overall economic conditions, industry-specific economic conditions, historical customer performance and anticipated customer performance. While we believe these processes effectively address our exposure for doubtful accounts and credit losses have historically been within expectations, changes in the economy, industry, or specific customer conditions may require adjustments to the allowance for doubtful accounts. In fiscal 2017, 2016 and 2015, we established new reserves for doubtful accounts of $1.9 million, $1.3 million and $0.1 million, respectively. In fiscal years 2017, 2016 and 2015, we wrote off uncollectible accounts, net of recoveries, of $1.0 million, $1.6 million and $0.1 million, respectively, all of which had been previously reserved.
Inventory valuation. In determining the valuation of inventory, we record an allowance for obsolete inventory using the specific identification method for steel coils and other raw materials. Management also reviews the carrying value of inventory for lower of cost or market. Our primary raw material is steel coils which have historically shown significant price volatility. We generally manufacture to customers’ orders, and thus maintain raw materials with a variety of ultimate end uses. We record a lower of cost or market charge to cost of sales when the net realizable value (selling price less estimated cost of disposal), based on our intended end usage, is below our estimated product cost at completion. Estimated net realizable value is based upon assumptions of targeted inventory turn rates, future demand, anticipated finished goods sales prices, management strategy and market conditions for steel. If projected end usage or projected sales prices change significantly from management’s current estimates or actual market conditions are less favorable than those projected by management, inventory write-downs may be required.
Property, plant and equipment valuation. We assess the recoverability of the carrying amount of property, plant and equipment for assets held and used at the lowest level asset grouping for which cash flows can be separately identified, which may be at an individual asset level, plant level or divisional level depending on the intended use of the related asset, if certain events or changes in circumstances indicate that the carrying value of such asset groups may not be recoverable and the undiscounted cash flows estimated to be generated by those asset groups are less than the carrying amount of those asset groups. Events and circumstances which indicate an impairment include (a) a significant decrease in the market value of the asset groups; (b) a significant change in the extent or manner in which an asset group is being used or in its physical condition; (c) a significant change in our business conditions; (d) an accumulation of costs significantly in excess of the amount originally expected for the
acquisition or construction of an asset group; (e) a current-period operating or cash flow loss combined with a history of operating or cash flow losses or a projection that demonstrates continuing losses associated with the use of an asset group; or (f) a current expectation that, more likely than not, an asset group will be sold or otherwise disposed of significantly before the end of its previously estimated useful life. We assess our asset groups for any indicators of impairment on at least a quarterly basis.
If we determine that the carrying value of an asset group is not recoverable based on expected undiscounted future cash flows, excluding interest charges, we record an impairment loss equal to the excess of the carrying amount of the asset group over its fair value. The fair value of asset groups is determined based on prices of similar assets adjusted for their remaining useful life.
Contingencies. We establish reserves for estimated loss contingencies when we believe a loss is probable and the amount of the loss can be reasonably estimated. Our contingent liability reserves are related primarily to litigation and environmental matters. Legal costs for uninsured claims are accrued as part of the ultimate settlement. Revisions to contingent liability reserves are reflected in income in the period in which there are changes in facts and circumstances that affect our previous assumptions with respect to the likelihood or amount of loss. Reserves for contingent liabilities are based upon our assumptions and estimates regarding the probable outcome of the matter. We estimate the probable cost by evaluating historical precedent as well as the specific facts relating to each particular contingency (including the opinion of outside advisors, professionals and experts). Should the outcome differ from our assumptions and estimates or other events result in a material adjustment to the accrued estimated reserves, revisions to the estimated reserves for contingent liabilities would be required and would be recognized in the period the new information becomes known.
RECENT ACCOUNTING PRONOUNCEMENTS
See Note 3 — Accounting Pronouncements in the notes to the consolidated financial statements for information on recent accounting pronouncements.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk.
Steel Prices
We are subject to market risk exposure related to volatility in the price of steel. For the fiscal year ended October 29, 2017, material costs (predominantly steel costs) constituted approximately 68% of our cost of sales. Our business is heavily dependent on the price and supply of steel. Our various products are fabricated from steel produced by mills to forms including bars, plates, structural shapes, sheets, hot-rolled coils and galvanized or Galvalume®-coated coils (Galvalume® is a registered trademark of BIEC International, Inc.). The steel industry is highly cyclical in nature, and steel prices have been volatile in recent years and may remain volatile in the future. Steel prices are influenced by numerous factors beyond our control, including general economic conditions domestically and internationally, the availability of raw materials, competition, labor costs, freight and transportation costs, production costs, import duties and other trade restrictions. Based on the cyclical nature of the steel industry, we expect steel prices will continue to be volatile.
Although we have the ability to purchase steel from a number of suppliers, a production cutback by one or more of our current suppliers could create challenges in meeting delivery schedules to our customers. Because we have periodically adjusted our contract prices, particularly in the engineered building systems segment, we have generally been able to pass increases in our raw material costs through to our customers. The graph below shows the monthly CRU Index data for the North American Steel Price Index over the historical five-year period. The CRU North American Steel Price Index has been published by the CRU Group since 1994 and we believe this index appropriately depicts the volatility we have experienced in steel prices. The index, based on a CRU survey of industry participants, is now commonly used in the settlement of physical and financial contracts in the steel industry. The prices surveyed are purchases for forward delivery, according to lead time, which will vary. For example, the October index would pertain to our fiscal December steel purchase deliveries based on current lead-times. The volatility in this steel price index is comparable to the volatility we experienced in our average cost of steel.
We normally do not maintain an inventory of steel in excess of our current production requirements. However, from time to time, we may purchase steel in advance of announced steel price increases. In addition, it is our current practice to purchase all steel inventory that has been ordered but is not in our possession. Therefore, our inventory may increase if demand for our products declines. We can give no assurance that steel will remain available or that prices will not continue to be volatile.
With material costs (predominantly steel costs) accounting for approximately 68% of our cost of sales for fiscal 2017, a one percent change in the cost of steel could have resulted in a pre-tax impact on cost of sales of approximately $9.3 million for our fiscal year ended October 29, 2017. The impact to our financial results of operations would be significantly dependent on the competitive environment and the costs of other alternative building products, which could impact our ability to pass on these higher costs.
Other Commodity Risks
In addition to market risk exposure related to the volatility in the price of steel, we are subject to market risk exposure related to volatility in the price of natural gas. As a result, we occasionally enter into both index-priced and fixed-price contracts for the purchase of natural gas. We have evaluated these contracts to determine whether the contracts are derivative instruments. Certain contracts that meet the criteria for characterization as a derivative instrument may be exempted from hedge accounting treatment as normal purchases and normal sales and, therefore, these forward contracts are not marked to market. At October 29, 2017, all our contracts for the purchase of natural gas met the scope exemption for normal purchases and normal sales.
Interest Rates
We are subject to market risk exposure related to changes in interest rates on our Credit Agreement and Amended ABL Facility. These instruments bear interest at an agreed upon percentage point spread from either the prime interest rate or LIBOR. Under our Credit Agreement, we may, at our option, fix the interest rate for certain borrowings based on a spread over LIBOR for 30 days to six months. At October 29, 2017, we had $144.1 million outstanding under our Credit Agreement. Based on this balance, an immediate change of one percent in the interest rate would cause a change in interest expense of approximately $1.4 million on an annual basis. The fair value of our Credit Agreement, due June 2022, at October 29, 2017 and October 30, 2016 was approximately $144.1 million and $154.1 million, respectively, compared to the face value of $144.1 million and $154.1 million, respectively.
See Note 11 — Long-Term Debt and Note Payable in the notes to the consolidated financial statements for more information on the material terms of our long-term debt.
The table below presents scheduled debt maturities and related weighted average interest rates for each of the fiscal years relating to debt obligations as of October 29, 2017. Weighted average variable rates are based on LIBOR rates assuming a 1.00% LIBOR floor at October 29, 2017, plus applicable margins.
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Scheduled Maturity Date(1) | | Fair Value |
| | 2018 | | 2019 | | 2020 | | 2021 | | 2022 | | Thereafter | | Total | | 10/29/2017 |
| | (In millions, except interest rate percentages) |
| Total Debt: | | | | | | | | | | | | | | | | |
| Fixed Rate | $ | — |
| | $ | — |
| | $ | — |
| | $ | — |
| | $ | — |
| | $ | 250.0 |
| | $ | 250.0 |
| | $ | 267.5 |
| (2) |
| Interest Rate | — |
| | — |
| | — |
| | — |
| | — |
| | 8.25 | % | | 8.25 | % | | | |
| Variable Rate | $ | — |
| | $ | — |
| | $ | — |
| | $ | — |
| | $ | 144.1 |
| | $ | — |
| | $ | 144.1 |
| | $ | 144.1 |
| (2) |
| Average interest rate | — |
| | — |
| | — |
| | — |
| | 4.24 | % | | — |
| | 4.24 | % | | | |
| |
(1) | Expected maturity date amounts are based on the face value of debt and do not reflect fair market value of the debt. |
| |
(2) | Based on recent trading activities of comparable market instruments. |
Foreign Currency Exchange Rates
We are exposed to the effect of exchange rate fluctuations on the U.S. dollar value of foreign currency denominated operating revenue and expenses. The functional currency for our Mexico operations is the U.S. dollar. Adjustments resulting from the re-measurement of the local currency financial statements into the U.S. dollar functional currency, which uses a combination of current and historical exchange rates, are included in net income in the current period. Net foreign currency re-measurement gains (losses) were $(0.3) million, $(0.8) million and $(1.8) million for the fiscal years ended October 29, 2017, October 30, 2016 and November 1, 2015, respectively.
The functional currency for our Canadian operations is the Canadian dollar. Translation adjustments resulting from translating the functional currency financial statements into U.S. dollar equivalents are reported separately in accumulated other comprehensive income in stockholders’ equity. The net foreign currency exchange gains (losses) included in net income for the fiscal years ended October 29, 2017, October 30, 2016 and November 1, 2015 was $0.8 million, $(0.6) million and $(0.4) million, respectively. Net foreign currency translation adjustment, net of tax, and included in other comprehensive income was $0.2 million, $(0.3) million and $0.1 million for the fiscal years ended October 29, 2017, October 30, 2016 and November 1, 2015, respectively.
As a result of the CENTRIA Acquisition, we have operations in China and are exposed to fluctuations in the foreign currency exchange rate between the U.S. dollar and Chinese yuan. The functional currency for our China operations is the Chinese yuan. The net foreign currency translation adjustment was insignificant for the fiscal years ended October 29, 2017 and October 30, 2016.
Item 8. Financial Statements and Supplementary Data.
INDEX TO FINANCIAL STATEMENTS
MANAGEMENT’S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING
Management of NCI Building Systems, Inc. (the “Company” or “our”) is responsible for establishing and maintaining adequate internal control over financial reporting for the Company as defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934. The Company’s internal control system was designed to provide reasonable assurance to the Company’s management and board of directors regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. generally accepted accounting principles.
Internal control over financial reporting includes the controls themselves, monitoring (including internal auditing practices), and actions taken to correct deficiencies as identified.
Internal control over financial reporting has inherent limitations and may not prevent or detect misstatements. The design of an internal control system is also based in part upon assumptions and judgments made by management about the likelihood of future events, and there can be no assurance that an internal control will be effective under all potential future conditions. Therefore, even those systems determined to be effective can provide only reasonable, not absolute, assurance with respect to the financial statement preparation and presentation. Further, because of changes in conditions, the effectiveness of internal control over financial reporting may vary over time.
Management assessed the effectiveness of the Company’s internal control over financial reporting as of October 29, 2017. In making this assessment, management used the criteria for internal control over financial reporting described in Internal Control — Integrated Framework by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework). Management’s assessment included an evaluation of the design of the Company’s internal control over financial reporting and testing of the operating effectiveness of its internal control over financial reporting. Management reviewed the results of its assessment with the Audit Committee of the Company’s Board of Directors. Based on this assessment, management has concluded that, as of October 29, 2017, the Company’s internal control over financial reporting was effective.
Ernst & Young LLP, the independent registered public accounting firm that has audited the Company’s consolidated financial statements, has audited the effectiveness of the Company’s internal control over financial reporting as of October 29, 2017, as stated in their report included elsewhere herein.
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The Board of Directors and Shareholders of NCI Building Systems, Inc.
We have audited the internal control over financial reporting of NCI Building Systems, Inc. (the “Company”) as of October 29, 2017, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the “COSO criteria”). NCI Building Systems, Inc.’s management is responsible for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’s Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit.
We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
In our opinion, NCI Building Systems, Inc. maintained, in all material respects, effective internal control over financial reporting as of October 29, 2017, based on the COSO criteria.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheets of NCI Building Systems, Inc., as of October 29, 2017 and October 30, 2016 and the related consolidated statements of operations, comprehensive income (loss), stockholders’ equity and cash flows for each of the three years in the period ended October 29, 2017 and our report dated December 18, 2017 expressed an unqualified opinion thereon.
/s/ Ernst & Young LLP
Houston, Texas
December 18, 2017
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The Board of Directors and Shareholders of NCI Building Systems, Inc.
We have audited the accompanying consolidated balance sheets of NCI Building Systems, Inc. (the “Company”) as of October 29, 2017 and October 30, 2016, and the related consolidated statements of operations, comprehensive income (loss), stockholders’ equity and cash flows for each of the three years in the period ended October 29, 2017. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of NCI Building Systems, Inc. as of October 29, 2017 and October 30, 2016, and the consolidated results of its operations and its cash flows for each of the three years in the period ended October 29, 2017, in conformity with U.S. generally accepted accounting principles.
As discussed in Note 2 to the consolidated financial statements, the Company changed its method of measuring the goodwill impairment as a result of the adoption of the amendments to the FASB Accounting Standards Codification resulting from Accounting Standards Update No. 2017-04, “Intangibles-Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment.”
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), NCI Building Systems, Inc.’s internal control over financial reporting as of October 29, 2017, based on criteria established in Internal Control--Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) and our report dated December 18, 2017 expressed an unqualified opinion thereon.
/s/ Ernst & Young LLP
Houston, Texas
December 18, 2017
`CONSOLIDATED STATEMENTS OF OPERATIONS
NCI BUILDING SYSTEMS, INC.
|
| | | | | | | | | | | |
| | Fiscal Year Ended |
| | October 29,
2017 | | October 30,
2016 | | November 1,
2015 |
| | (In thousands, except per share data) |
| Sales | $ | 1,770,278 |
| | $ | 1,684,928 |
| | $ | 1,563,693 |
|
| Cost of sales | 1,354,077 |
| | 1,258,680 |
| | 1,189,019 |
|
| Loss (gain) on sale of assets and asset recovery | 137 |
| | (1,642 | ) | | — |
|
| Fair value adjustment of acquired inventory | — |
| | — |
| | 2,358 |
|
| Gross profit | 416,064 |
| | 427,890 |
| | 372,316 |
|
| Engineering, selling, general and administrative expenses | 293,145 |
| | 302,551 |
| | 286,840 |
|
| Intangible asset amortization | 9,620 |
| | 9,638 |
| | 16,903 |
|
| Goodwill impairment | 6,000 |
| | — |
| | — |
|
| Strategic development and acquisition related costs | 1,971 |
| | 2,670 |
| | 4,201 |
|
| Restructuring and impairment charges | 5,297 |
| | 4,252 |
| | 11,306 |
|
| Gain on insurance recovery | (9,749 | ) | | — |
| | — |
|
| Gain on legal settlements | — |
| | — |
| | (3,765 | ) |
| Income from operations | 109,780 |
| | 108,779 |
| | 56,831 |
|
| Interest income | 238 |
| | 146 |
| | 72 |
|
| Interest expense | (28,899 | ) | | (31,019 | ) | | (28,460 | ) |
| Foreign exchange gain (loss) | 547 |
| | (1,401 | ) | | (2,152 | ) |
| Gain from bargain purchase | — |
| | 1,864 |
| | — |
|
| Other income, net | 1,472 |
| | 595 |
| | 499 |
|
| Income before income taxes | 83,138 |
| | 78,964 |
| | 26,790 |
|
| Provision for income taxes | 28,414 |
| | 27,937 |
| | 8,972 |
|
| Net income | $ | 54,724 |
| | $ | 51,027 |
| | $ | 17,818 |
|
| Net income allocated to participating securities | (325 | ) | | (389 | ) | | (172 | ) |
| Net income applicable to common shares | $ | 54,399 |
| | $ | 50,638 |
| | $ | 17,646 |
|
| Income per common share: | | | | | |
| Basic | $ | 0.77 |
| | $ | 0.70 |
| | $ | 0.24 |
|
| Diluted | $ | 0.77 |
| | $ | 0.70 |
| | $ | 0.24 |
|
| Weighted average number of common shares outstanding: | | | | | |
| Basic | 70,629 |
| | 72,411 |
| | 73,271 |
|
| Diluted | 70,778 |
| | 72,857 |
| | 73,923 |
|
See accompanying notes to the consolidated financial statements.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
NCI BUILDING SYSTEMS, INC.
|
| | | | | | | | | | | |
| | Fiscal Year Ended |
| | October 29,
2017 | | October 30,
2016 | | November 1,
2015 |
| | (In thousands) |
| Comprehensive income: | | | | | |
| Net income | $ | 54,724 |
| | $ | 51,027 |
| | $ | 17,818 |
|
| Other comprehensive income (loss), net of tax: | | | | | |
| Foreign exchange translation gains (losses) and other (net of income tax of $0 in 2017, 2016 and 2015) | 198 |
| | (325 | ) | | 80 |
|
| Unrecognized actuarial gains (losses) on pension obligation (net of income tax of ($1,805), $1,245, and ($243) in 2017, 2016 and 2015, respectively) | 2,824 |
| | (1,948 | ) | | 379 |
|
| Other comprehensive income (loss) | 3,022 |
| | (2,273 | ) | | 459 |
|
| Comprehensive income | $ | 57,746 |
| | $ | 48,754 |
| | $ | 18,277 |
|
See accompanying notes to the consolidated financial statements.
CONSOLIDATED BALANCE SHEETS
NCI BUILDING SYSTEMS, INC.
|
| | | | | | | |
| | October 29,
2017 | | October 30,
2016 |
| | (In thousands, except share data) |
| ASSETS | | | |
| Current assets: | | | |
| Cash and cash equivalents | $ | 65,658 |
| | $ | 65,403 |
|
| Restricted cash | 136 |
| | 310 |
|
| Accounts receivable, net | 199,897 |
| | 182,258 |
|
| Inventories, net | 198,296 |
| | 186,824 |
|
| Income taxes receivable | 3,617 |
| | 982 |
|
| Deferred income taxes | 22,605 |
| | 29,104 |
|
| Investments in debt and equity securities, at market | 6,481 |
| | 5,748 |
|
| Prepaid expenses and other | 31,359 |
| | 29,971 |
|
| Assets held for sale | 5,582 |
| | 4,256 |
|
| Total current assets | 533,631 |
| | 504,856 |
|
| Property, plant and equipment, net | 226,995 |
| | 242,212 |
|
| Goodwill | 148,291 |
| | 154,271 |
|
| Intangible assets, net | 137,148 |
| | 146,769 |
|
| Other assets, net | 5,108 |
| | 2,092 |
|
| Total assets | $ | 1,051,173 |
| | $ | 1,050,200 |
|
| LIABILITIES AND STOCKHOLDERS’ EQUITY | | | |
| Current liabilities: | | | |
| Note payable | $ | 440 |
| | $ | 460 |
|
| Accounts payable | 147,772 |
| | 142,913 |
|
| Accrued compensation and benefits | 59,189 |
| | 72,612 |
|
| Accrued interest | 6,414 |
| | 7,165 |
|
| Other accrued expenses | 102,233 |
| | 103,384 |
|
| Total current liabilities | 316,048 |
| | 326,534 |
|
| Long-term debt, net of deferred financing costs of $6,857 and $8,096 on October 29, 2017 and October 30, 2016, respectively | 387,290 |
| | 396,051 |
|
| Deferred income taxes | 24,358 |
| | 24,804 |
|
| Other long-term liabilities | 18,230 |
| | 21,494 |
|
| Total long-term liabilities | 429,878 |
| | 442,349 |
|
| Stockholders’ equity: | |
| | |
|
| Common stock, $.01 par value, 100,000,000 shares authorized; 68,677,684 and 71,581,273 shares issued in 2017 and 2016, respectively; and 68,386,556 and 70,806,202 shares outstanding in 2017 and 2016, respectively | 687 |
| | 715 |
|
| Additional paid-in capital | 562,277 |
| | 603,120 |
|
| Accumulated deficit | (248,046 | ) | | (302,706 | ) |
| Accumulated other comprehensive loss, net | (7,531 | ) | | (10,553 | ) |
| Treasury stock, at cost (291,128 and 775,071 shares in 2017 and 2016, respectively) | (2,140 | ) | | (9,259 | ) |
| Total stockholders’ equity | 305,247 |
| | 281,317 |
|
| Total liabilities and stockholders’ equity | $ | 1,051,173 |
| | $ | 1,050,200 |
|
See accompanying notes to the consolidated financial statements.
CONSOLIDATED STATEMENTS OF CASH FLOWS
NCI BUILDING SYSTEMS, INC.
|
| | | | | | | | | | | |
| | Fiscal Year Ended |
| | October 29,
2017 | | October 30,
2016 | | November 1,
2015 |
| | (In thousands) |
| Cash flows from operating activities: | | | | | |
| Net income | $ | 54,724 |
| | $ | 51,027 |
| | $ | 17,818 |
|
| Adjustments to reconcile net income to net cash from operating activities: | | | | | |
| Depreciation and amortization | 41,318 |
| | 41,924 |
| | 51,392 |
|
| Amortization of deferred financing costs and debt discount | 1,819 |
| | 1,908 |
| | 1,483 |
|
| Share-based compensation expense | 10,230 |
| | 10,892 |
| | 9,379 |
|
| Losses (gains) on assets, net | 1,371 |
| | (2,673 | ) | | (15 | ) |
| Asset impairment | — |
| | — |
| | 5,876 |
|
| Goodwill impairment | 6,000 |
| | — |
| | — |
|
| Gain on insurance recovery | (9,749 | ) | | — |
| | — |
|
| Provision for doubtful accounts | 1,948 |
| | 1,343 |
| | 110 |
|
| Provision for deferred income taxes | 866 |
| | 1,318 |
| | 5,368 |
|
| Excess tax (benefits) shortfalls from share-based compensation arrangements | (1,515 | ) | | 289 |
| | (745 | ) |
| Changes in operating assets and liabilities, net of effect of acquisitions: | | | | | |
| Accounts receivable | (19,582 | ) | | (18,141 | ) | | 7,610 |
|
| Inventories | (11,473 | ) | | (29,054 | ) | | 4,604 |
|
| Income taxes | (2,637 | ) | | (1,953 | ) | | (2,634 | ) |
| Prepaid expenses and other | (2,271 | ) | | 671 |
| | (267 | ) |
| Accounts payable | 4,858 |
| | (1,598 | ) | | 11,475 |
|
| Accrued expenses | (12,320 | ) | | 12,656 |
| | (6,052 | ) |
| Other, net | (1,228 | ) | | 159 |
| | (362 | ) |
| Net cash provided by operating activities | 62,359 |
| | 68,768 |
| | 105,040 |
|
| Cash flows from investing activities: | | | | | |
| Acquisitions, net of cash acquired | — |
| | (4,343 | ) | | (247,123 | ) |
| Capital expenditures | (22,074 | ) | | (21,024 | ) | | (20,683 | ) |
| Proceeds from sale of property, plant and equipment | 3,197 |
| | 5,417 |
| | 28 |
|
| Proceeds from insurance | 8,593 |
| | 10,000 |
| | — |
|
| Net cash used in investing activities | (10,284 | ) | | (9,950 | ) | | (267,778 | ) |
| Cash flows from financing activities: | |
| | |
| | |
|
| Refund of restricted cash | 173 |
| | 370 |
| | 298 |
|
| Proceeds from stock options exercised | 1,651 |
| | 12,612 |
| | 354 |
|
| Issuance of debt | — |
| | — |
| | 250,000 |
|
| Excess tax benefits (shortfalls) from share-based compensation arrangements | 1,515 |
| | (289 | ) | | 745 |
|
| Proceeds from Amended ABL facility | 35,000 |
| | — |
| | — |
|
| Payments on Amended ABL facility | (35,000 | ) | | — |
| | — |
|
| Payments on term loan | (10,180 | ) | | (40,000 | ) | | (41,240 | ) |
| Payments on note payable | (1,570 | ) | | (1,430 | ) | | (1,616 | ) |
| Payment of financing costs | — |
| | — |
| | (9,217 | ) |
| Purchases of treasury stock | (43,603 | ) | | (64,015 | ) | | (3,320 | ) |
| Net cash (used in) provided by financing activities | (52,014 | ) | | (92,752 | ) | | 196,004 |
|
| Effect of exchange rate changes on cash and cash equivalents | 194 |
| | (325 | ) | | (255 | ) |
| Net increase (decrease) in cash and cash equivalents | 255 |
| | (34,259 | ) | | 33,011 |
|
| Cash and cash equivalents at beginning of period | 65,403 |
| | 99,662 |
| | 66,651 |
|
| Cash and cash equivalents at end of period | $ | 65,658 |
| | $ | 65,403 |
| | $ | 99,662 |
|
| Supplemental disclosure of cash flow information: | | | | | |
| Interest paid, net of amounts capitalized | $ | 27,659 |
| | $ | 28,063 |
| | $ | 22,210 |
|
| Taxes paid, net of amounts refunded | $ | 28,980 |
| | $ | 36,073 |
| | $ | 7,462 |
|
See accompanying notes to the consolidated financial statements.
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
NCI BUILDING SYSTEMS, INC.
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Common Stock | | Additional Paid-In Capital | | Retained Earnings (Deficit) | | Accumulated Other Comprehensive (Loss) Income | | Treasury Stock | | Stockholders’ Equity |
| Shares | | Amount | | Shares | | Amount | |
| | (In thousands, except share data) |
| Balance, November 2, 2014 | 73,769,095 |
| | $ | 737 |
| | $ | 630,297 |
| | $ | (371,551 | ) | | $ | (8,739 | ) | | (238,800 | ) | | $ | (4,203 | ) | | $ | 246,541 |
|
| Treasury stock purchases | — |
| | — |
| | — |
| | — |
| | — |
| | (208,626 | ) | | (3,320 | ) | | (3,320 | ) |
| Issuance of restricted stock | 720,655 |
| | 7 |
| | (7 | ) | | — |
| | — |
| | — |
| | — |
| | — |
|
| Stock options exercised | 40,000 |
| | 1 |
| | 353 |
| | — |
| | — |
| | — |
| | — |
| | 354 |
|
| Excess tax benefits from share-based compensation arrangements | — |
| | — |
| | 745 |
| | — |
| | — |
| | — |
| | — |
| | 745 |
|
| Foreign exchange translation gains and other, net of taxes | — |
| | — |
| | — |
| | — |
| | 80 |
| | — |
| | — |
| | 80 |
|
| Unrecognized actuarial gains on pension obligations | — |
| | — |
| | — |
| | — |
| | 379 |
| | — |
| | — |
| | 379 |
|
| Share-based compensation | — |
| | — |
| | 9,379 |
| | — |
| | — |
| | — |
| | — |
| | 9,379 |
|
| Net income | — |
| | — |
| | — |
| | 17,818 |
| | — |
| | — |
| | — |
| | 17,818 |
|
| Balance, November 1, 2015 | 74,529,750 |
| | $ | 745 |
| | $ | 640,767 |
| | $ | (353,733 | ) | | $ | (8,280 | ) | | (447,426 | ) | | $ | (7,523 | ) | | $ | 271,976 |
|
| Treasury stock purchases | — |
| | — |
| | — |
| | — |
| | — |
| | (4,589,576 | ) | | (64,015 | ) | | (64,015 | ) |
| Retirement of treasury shares | (4,423,564 | ) | | (44 | ) | | (62,235 | ) | | — |
| | — |
| | 4,423,564 |
| | 62,279 |
| | — |
|
| Issuance of restricted stock | 56,868 |
| | — |
| | — |
| | — |
| | — |
| | (161,633 | ) | | — |
| | — |
|
| Stock options exercised | 1,418,219 |
| | 14 |
| | 12,598 |
| | — |
| | — |
| | — |
| | — |
| | 12,612 |
|
| Excess tax shortfall from share-based compensation arrangements | — |
| | — |
| | (289 | ) | | — |
| | — |
| | — |
| | — |
| | (289 | ) |
| Foreign exchange translation losses and other, net of taxes | — |
| | — |
| | — |
| | — |
| | (325 | ) | | — |
| | — |
| | (325 | ) |
| Deferred compensation obligation | — |
| | — |
| | 1,387 |
| | — |
| | — |
| | — |
| | — |
| | 1,387 |
|
| Unrecognized actuarial losses on pension obligations | — |
| | — |
| | — |
| | — |
| | (1,948 | ) | | — |
| | — |
| | (1,948 | ) |
| Share-based compensation | — |
| | — |
| | 10,892 |
| | — |
| | — |
| | — |
| | — |
| | 10,892 |
|
| Net income | — |
| | — |
| | — |
| | 51,027 |
| | — |
| | — |
| | — |
| | 51,027 |
|
| Balance, October 30, 2016 | 71,581,273 |
| | $ | 715 |
| | $ | 603,120 |
| | $ | (302,706 | ) | | $ | (10,553 | ) | | (775,071 | ) | | $ | (9,259 | ) | | $ | 281,317 |
|
| Treasury stock purchases | — |
| | — |
| | — |
| | — |
| | — |
| | (2,957,838 | ) | | (43,603 | ) | | (43,603 | ) |
| Retirement of treasury shares | (3,443,448 | ) | | (34 | ) | | (50,553 | ) | | — |
| | — |
| | 3,443,448 |
| | 50,587 |
| | — |
|
| Issuance of restricted stock | 356,701 |
| | 4 |
| | (4 | ) | | — |
| | — |
| | (19,806 | ) | | — |
| | — |
|
| Stock options exercised | 182,923 |
| | 2 |
| | 1,651 |
| | — |
| | — |
| | — |
| | — |
| | 1,653 |
|
| Excess tax (shortfall) benefits from share-based compensation arrangements | — |
| | — |
| | 1,515 |
| | — |
| | — |
| | — |
| | — |
| | 1,515 |
|
| Foreign exchange translation losses and other, net of taxes | — |
| | — |
| | (3,547 | ) | | (64 | ) | | 198 |
| | — |
| | — |
| | (3,413 | ) |
| Deferred compensation obligation | 235 |
| | — |
| | (135 | ) | | — |
| | — |
| | 18,139 |
| | 135 |
| | — |
|
| Unrecognized actuarial losses on pension obligations | — |
| | — |
| | — |
| | — |
| | 2,824 |
| | — |
| | — |
| | 2,824 |
|
| Share-based compensation | — |
| | — |
| | 10,230 |
| | — |
| | — |
| | — |
| | — |
| | 10,230 |
|
| Net income | — |
| | — |
| | — |
| | 54,724 |
| | — |
| | — |
| | — |
| | 54,724 |
|
| Balance, October 29, 2017 | 68,677,684 |
| | $ | 687 |
| | $ | 562,277 |
| | $ | (248,046 | ) | | $ | (7,531 | ) | | (291,128 | ) | | $ | (2,140 | ) | | $ | 305,247 |
|
See accompanying notes to the consolidated financial statements.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NCI BUILDING SYSTEMS, INC.
1. NATURE OF BUSINESS AND BASIS OF PRESENTATION
Nature of Business
NCI Building Systems, Inc. (together with its subsidiaries, unless otherwise indicated, the “Company,” “we,” “us” or “our”) is one of North America’s largest integrated manufacturers and marketers of metal products for the nonresidential construction industry. We provide metal coil coating services and design, engineer, manufacture and market metal components and engineered building systems primarily used in nonresidential construction. We manufacture and distribute extensive lines of metal products for the nonresidential construction market under multiple brand names through a broad network of manufacturing facilities and distribution centers. We sell our products primarily for use in new construction activities and also in repair and retrofit activities, mostly in North America.
We have three operating segments: Engineered Building Systems, Metal Components and Metal Coil Coating. Operating segments are defined as components of an enterprise that engage in business activities and for which discrete financial information is available that is evaluated on a regular basis by the chief operating decision maker to make decisions about how to allocate resources to the segment and assess the performance of the segment. We market the products in each of our operating segments nationwide primarily through a direct sales force and, in the case of our Engineered Building Systems segment, through authorized builder networks.
Basis of Presentation
Our consolidated financial statements include the accounts of the Company and all majority-owned subsidiaries. All intercompany accounts, transactions and profits arising from consolidated entities have been eliminated in consolidation.
Fiscal Year
We use a 52/53 week fiscal year ending on the Sunday closest to October 31. The year end for fiscal 2017 is October 29, 2017. Fiscal years 2017, 2016, and 2015 were 52-week fiscal years.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(a) Use of Estimates. The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Examples include provisions for bad debts and inventory reserves, accounting for business combinations, valuation of reporting units for purposes of assessing goodwill and other indefinite-lived intangible assets for impairment, valuation of asset groups for impairment testing, accruals for employee benefits, general liability insurance, warranties and certain contingencies. We base our estimates on historical experience, market participant fair value considerations, projected future cash flows, and various other factors that are believed to be reasonable under the circumstances. Actual results could differ from those estimates.
(b) Cash and Cash Equivalents. Cash equivalents are stated at cost plus accrued interest, which approximates fair value. Cash equivalents are highly liquid debt instruments with an original maturity of three months or less and may consist of time deposits with a number of commercial banks with high credit ratings, money market instruments, certificates of deposit and commercial paper. Our policy allows us to also invest excess funds in no-load, open-end, management investment trusts (“mutual funds”). The mutual funds invest exclusively in high quality money market instruments. As of October 29, 2017, our cash and cash equivalents were only invested in cash.
(c) Accounts Receivable and Related Allowance. We report accounts receivable net of the allowance for doubtful accounts. Trade accounts receivable are the result of sales of building systems, components and coating services to customers throughout the United States and Canada and affiliated territories, including international builders who resell to end users. Sales are primarily denominated in U.S. dollars. Credit sales do not normally require a pledge of collateral; however, various types of liens may be filed to enhance the collection process.
We establish reserves for doubtful accounts on a customer by customer basis when we believe the required payment of specific amounts owed is unlikely to occur. In establishing these reserves, we consider changes in the financial position of a customer, availability of security, lien rights and bond rights as well as disputes, if any, with our customers. Our allowance for doubtful accounts reflects reserves for customer receivables to reduce receivables to amounts expected to be collected. We determine past due status as of the contractual payment date. Interest on delinquent accounts receivable is included in the trade
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NCI BUILDING SYSTEMS, INC.
accounts receivable balance and recognized as interest income when earned and collectability is reasonably assured. Uncollectible accounts are written off when a settlement is reached for an amount that is less than the outstanding historical balance or we have exhausted all collection efforts. The following table represents the rollforward of our uncollectible accounts for the fiscal years ended October 29, 2017, October 30, 2016 and November 1, 2015 (in thousands):
|
| | | | | | | | | | | |
| | October 29,
2017 | | October 30,
2016 | | November 1,
2015 |
| Beginning balance | $ | 7,413 |
| | $ | 7,695 |
| | $ | 6,076 |
|
| Provision for bad debts | 1,948 |
| | 1,343 |
| | 110 |
|
| Amounts charged against allowance for bad debts, net of recoveries | (1,036 | ) | | (1,625 | ) | | (114 | ) |
| Allowance for bad debts of acquired company at date of acquisition | — |
| | — |
| | 1,623 |
|
| Ending balance | $ | 8,325 |
| | $ | 7,413 |
| | $ | 7,695 |
|
(d) Inventories. Inventories are stated at the lower of cost or market value less allowance for inventory obsolescence, using First-In, First-Out Method (FIFO) for steel coils and other raw materials.
The components of inventory are as follows (in thousands): |
| | | | | | | |
| | October 29,
2017 | | October 30,
2016 |
| Raw materials | $ | 150,919 |
| | $ | 145,060 |
|
| Work in process and finished goods | 47,377 |
| | 41,764 |
|
| | $ | 198,296 |
| | $ | 186,824 |
|
The following table represents the rollforward of reserve for obsolete materials and supplies activity for the fiscal years ended October 29, 2017, October 30, 2016 and November 1, 2015 (in thousands):
|
| | | | | | | | | | | |
| | October 29,
2017 | | October 30,
2016 | | November 1,
2015 |
| Beginning balance | $ | 3,984 |
| | $ | 3,749 |
| | $ | 1,743 |
|
| Provisions | 1,923 |
| | 1,463 |
| | 943 |
|
| Dispositions | (702 | ) | | (1,228 | ) | | (552 | ) |
| Reserve of acquired company at date of acquisition | — |
| | — |
| | 1,615 |
|
| Ending balance | $ | 5,205 |
| | $ | 3,984 |
| | $ | 3,749 |
|
The principal raw material used in the manufacturing of our Metal Components and Engineered Building Systems segments is steel which we purchase from multiple steel producers.
(e) Assets Held for Sale. We record assets held for sale at the lower of the carrying value or fair value less costs to sell. The following criteria are used to determine if property is held for sale: (i) management has the authority and commits to a plan to sell the property; (ii) the property is available for immediate sale in its present condition; (iii) there is an active program to locate a buyer and the plan to sell the property has been initiated; (iv) the sale of the property is probable within one year; (v) the property is being actively marketed at a reasonable sale price relative to its current fair value; and (vi) it is unlikely that the plan to sell will be withdrawn or that significant changes to the plan will be made.
In determining the fair value of the assets less cost to sell, we consider factors including current sales prices for comparable assets in the area, recent market analysis studies, appraisals and any recent legitimate offers. If the estimated fair value less cost to sell of an asset is less than its current carrying value, the asset is written down to its estimated fair value less cost to sell. During fiscal 2017 and 2016, we reclassified $4.7 million and $2.9 million from property, plant and equipment to assets held for sale for idled facilities in our Metal Components and Engineering Building Systems segments, respectively, that met the held for sale criteria. The total carrying value of assets held for sale (primarily representing idled facilities in our Engineered Building Systems segment) is $5.6 million and $4.3 million at October 29, 2017 and October 30, 2016, respectively. All of these assets continue to be actively marketed for sale or are under contract at October 29, 2017.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NCI BUILDING SYSTEMS, INC.
During fiscal 2017 and 2016, we sold certain idled facilities in our Engineered Building Systems segment, along with related equipment, which previously had been classified as held for sale. In connection with the sales of these assets, during fiscal 2017 and 2016, we received net cash proceeds of $3.2 million and $5.4 million, respectively, and recognized a net (loss) gain of $(0.2) million and $1.6 million, respectively, which is included in (loss) gain on sale of assets and asset recovery in the consolidated statements of operations. Certain assets held for sale are valued at fair value and are measured at fair value on a nonrecurring basis. Assets held for sale are reported at fair value, if, on an individual basis, the fair value of the asset is less than cost. The fair value of assets held for sale is estimated using Level 3 inputs, such as broker quotes for like-kind assets or other market indications of a potential selling value that approximates fair value. Assets held for sale, reported at fair value less cost to sell totaled $0.5 million as of October 29, 2017.
Due to uncertainties in the estimation process, it is reasonably possible that actual results could differ from the estimates used in our historical analysis. Our assumptions about property sales prices require significant judgment because the current market is highly sensitive to changes in economic conditions. We determined the estimated fair values of assets held for sale based on current market conditions and assumptions made by management, which may differ from actual results and may result in impairments if market conditions deteriorate.
(f) Property, Plant and Equipment and Leases. Property, plant and equipment are stated at cost and depreciated using the straight-line method over their estimated useful lives. Leasehold improvements are capitalized and amortized using the straight-line method over the shorter of their estimated useful lives or the term of the underlying lease. Computer software developed or purchased for internal use is depreciated using the straight-line method over its estimated useful life. Depreciation and amortization are recognized in cost of sales and engineering, selling, general and administrative expenses based on the nature and use of the underlying asset(s). Operating leases are expensed using the straight-line method over the term of the underlying lease.
Depreciation expense for fiscal 2017, 2016 and 2015 was $31.7 million, $32.3 million and $34.5 million, respectively. Of this depreciation expense, $5.8 million, $6.4 million and $7.5 million was related to computer software and equipment depreciation for fiscal 2017, 2016 and 2015.
Property, plant and equipment consists of the following (in thousands): |
| | | | | | | |
| | October 29,
2017 | | October 30,
2016 |
| Land | $ | 18,473 |
| | $ | 19,707 |
|
| Buildings and improvements | 178,019 |
| | 187,173 |
|
| Machinery, equipment and furniture | 336,163 |
| | 314,477 |
|
| Transportation equipment | 4,599 |
| | 4,635 |
|
| Computer software and equipment | 117,515 |
| | 114,191 |
|
| Construction in progress | 15,092 |
| | 21,673 |
|
| | 669,861 |
| | 661,856 |
|
| Less: accumulated depreciation | (442,866 | ) | | (419,644 | ) |
| | $ | 226,995 |
| | $ | 242,212 |
|
Estimated useful lives for depreciation are: |
| | | |
| Buildings and improvements | 15 | – | 39 years |
| Machinery, equipment and furniture | 3 | – | 15 years |
| Transportation equipment | 4 | – | 10 years |
| Computer software and equipment | 3 | – | 7 years |
We capitalize interest on capital invested in projects in accordance with ASC Topic 835, Interest. For fiscal 2017, 2016 and 2015, the total amount of interest capitalized was $0.2 million, $0.2 million and $0.3 million, respectively. Upon commencement of operations, capitalized interest, as a component of the total cost of the asset, is amortized over the estimated useful life of the asset.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NCI BUILDING SYSTEMS, INC.
Involuntary conversions result from the loss of an asset because of an unforeseen event (e.g., destruction due to fire). Some of these events are insurable and result in property damage insurance recovery. Amounts the Company receives from insurance carriers are net of any deductibles related to the covered event. The Company records a receivable from insurance to the extent it recognizes a loss from an involuntary conversion event and the likelihood of recovering such loss is deemed probable at the balance sheet date. To the extent that any of the Company’s insurance claim receivables are later determined not probable of recovery (e.g., due to new information), such amounts are expensed. The Company recognizes gains on involuntary conversions when the amount received from insurers exceeds the net book value of the impaired asset(s). In addition, the Company does not recognize a gain related to insurance recoveries until the contingency related to such proceeds has been resolved, through either receipt of a non-refundable cash payment from the insurers or by execution of a binding settlement agreement with the insurers that clearly states that a non-refundable payment will be made. To the extent that an asset is rebuilt or new assets are acquired, the associated expenditures are capitalized, as appropriate, in the consolidated balance sheets and presented as capital expenditures in the Company’s consolidated statements of cash flows. With respect to business interruption insurance claims, the Company recognizes income only when non-refundable cash proceeds are received from insurers, which are presented in the Company’s consolidated statements of operations as a component of gross profit or operating income and in the consolidated statements of cash flows as an operating activity.
In June 2016, the Company experienced a fire at a facility in the Metal Components segment. We estimated that fixed assets with a net book value of approximately $6.7 million were impaired as a result of the fire. During the second quarter of fiscal 2017, the Company settled the property damage claims with the insurers for actual cash value of $18.0 million. Of this amount, the Company received proceeds of $10.0 million from our insurers during the fourth quarter of fiscal 2016. The remaining $8.0 million was received in May 2017.
Approximately $8.8 million was previously recognized to offset the loss on involuntary conversion and other amounts incurred related to the incident. The remaining $9.2 million was recognized as a gain on insurance recovery in the consolidated statement of operations during the quarter ended April 30, 2017 as all contingencies were resolved.
(g) Internally Developed Software. Internally developed software is stated at cost less accumulated amortization and is amortized using the straight-line method over its estimated useful life ranging from 3 to 7 years. Software assets are reviewed for impairment when events or circumstances indicate the carrying value may not be recoverable over the remaining lives of the assets. During the software application development stage, capitalized costs include external consulting costs, cost of software licenses and internal payroll and payroll related costs for employees who are directly associated with a software project. Upgrades and enhancements are capitalized if they result in added functionality which enable the software to perform tasks it was previously incapable of performing. Software maintenance, training, data conversion and business process reengineering costs are expensed in the period in which they are incurred.
(h) Goodwill and Other Intangible Assets. We review the carrying values of goodwill and identifiable intangibles whenever events or changes in circumstances indicate that such carrying values may not be recoverable and annually for goodwill and indefinite lived intangible assets as required by ASC Topic 350, Intangibles — Goodwill and Other. This guidance provides the option to first assess qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying value. If, based on a review of qualitative factors, it is more likely than not that the fair value of a reporting unit is less than its carrying value, we perform a quantitative analysis. Prior to July 31, 2017, the test for impairment was a two-step process that involved comparing the estimated fair value of each reporting unit to the reporting unit’s carrying value, including goodwill. If the fair value of a reporting unit exceeded its carrying amount, the goodwill of the reporting unit was not considered impaired; therefore the second step of the impairment test would not be deemed necessary. If the carrying amount of the reporting unit exceeded its fair value, we would then perform the second step to the goodwill impairment test, which involved the determination of the fair value of a reporting unit’s assets and liabilities as if those assets and liabilities had been acquired/assumed in a business combination at the impairment testing date, to measure the amount of goodwill impairment loss to be recorded. However, with the adoption of FASB Accounting Standards Update No. 2017-04, we prospectively adopted a new accounting principle that eliminated the second step of the goodwill impairment test. Therefore, beginning with the annual goodwill impairment tests occurring on the first day of the fourth quarter of fiscal 2017, if the carrying value of a reporting unit exceeds its fair value, we measure any goodwill impairment losses as the amount by which the carrying amount of a reporting unit exceeds its fair value, not to exceed the total amount of goodwill allocated to that reporting unit.
Unforeseen events, changes in circumstances, market conditions and material differences in the value of intangible assets due to changes in estimates of future cash flows could negatively affect the fair value of our assets and result in a non-cash impairment charge. Some factors considered important that could trigger an impairment review include the following: significant underperformance relative to expected historical or projected future operating results, significant changes in the manner of our
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NCI BUILDING SYSTEMS, INC.
use of acquired assets or the strategy for our overall business and significant negative industry or economic trends. We recorded a non-cash loss on goodwill impairment of $6.0 million in fiscal 2017, which is included in goodwill impairment in the consolidated statements of operations. See Note 6 — Goodwill and Other Intangible Assets.
(i) Revenue Recognition. We recognize revenues when the following conditions are met: persuasive evidence of an arrangement exists, delivery has occurred or services have been rendered, the price is fixed or determinable, and collectability is reasonably assured. Generally, these criteria are met at the time product is shipped or services are complete. A portion of our revenue, exclusively within our Engineered Building Systems segment, includes multiple-element revenue arrangements due to multiple deliverables. Each deliverable is generally determined based on customer-specific manufacturing and delivery requirements.
Because the separate deliverables have value to the customer on a stand-alone basis, they are typically considered separate units of accounting. A portion of the entire job order value is allocated to each unit of accounting. Revenue allocated to each deliverable is recognized upon shipment. We use estimated selling price (“ESP”) based on underlying cost plus a reasonable margin to determine how to separate multiple-element revenue arrangements into separate units of accounting, and how to allocate the arrangement consideration among those separate units of accounting. We determine ESP based on our normal pricing and discounting practices.
Our sales arrangements do not include a general right of return of the delivered product(s). In certain cases, the cancellation terms of a job order provide us with the opportunity to bill for certain incurred costs. In those instances, revenue is not recognized until all revenue recognition criteria are met, including reasonable assurance of collectability.
In our Metal Coil Coating segment, our revenue activities broadly consist of cleaning, treating, painting and packaging various flat rolled metals as well as slitting and/or embossing the metal. We enter into two types of sales arrangements with our customers: toll processing sales and package sales. The primary distinction between these two arrangements relates to ownership of the underlying metal coil during treatment. In toll processing arrangements, we do not maintain ownership of the underlying metal coil during treatment and only recognize revenue for the toll processing activities, typically, cleaning, painting, slitting, embossing and packaging. In package sales arrangements, we have ownership of the metal coil during treatment and recognize revenue on both the toll processing activities and the sale of the underlying metal coil. Under either arrangement, revenue and the related direct and indirect costs are recognized when all of the recognition criteria are met, which is generally when the products are shipped to the customer.
(j) Equity Raising and Deferred Financing Costs. Equity raising costs are recorded as a reduction to additional paid in capital upon the execution of an equity transaction. Deferred financing costs are capitalized as incurred and amortized using the straight-line method, which approximates the effective interest method, over the expected life of the associated debt. See Note 11 — Long-Term Debt and Note Payable.
(k) Cost of Sales. Cost of sales includes the cost of inventory sold during the period, including costs for manufacturing, inbound freight, receiving, inspection, warehousing, and internal transfers less vendor rebates. Costs associated with shipping and handling our products are included in cost of sales. Cost of sales is exclusive of fair value adjustment of acquired inventory, gain on sale of assets and asset recovery, net and gain on insurance recovery because these items are shown below cost of sales on our consolidated statement of operations. Purchasing costs and engineering and drafting costs are included in engineering, selling, general and administrative expense. Purchasing costs were $3.9 million, $5.3 million and $4.6 million and engineering and drafting costs were $43.1 million, $44.2 million and $46.9 million in each of fiscal 2017, 2016 and 2015, respectively. Approximately $2.6 million and $2.6 million of these engineering, selling, general and administrative costs were capitalized and remained in inventory at the end of fiscal 2017 and 2016, respectively.
(l) Warranty. We sell weathertightness warranties to our customers for protection from leaks in our roofing systems related to weather. These warranties range from two years to twenty years. We sell two types of warranties, standard and Single Source™, and three grades of coverage for each. The type and grade of coverage determines the price to the customer. For standard warranties, our responsibility for leaks in a roofing system begins after 24 consecutive leak-free months. For Single Source™ warranties, the roofing system must pass our inspection before warranty coverage will be issued. Inspections are typically performed at three stages of the roofing project: (i) at the project start-up; (ii) at the project mid-point; and (iii) at the project completion. These inspections are included in the cost of the warranty. If the project requires or the customer requests additional inspections, those inspections are billed to the customer. Upon the sale of a warranty, we record the resulting revenue as deferred revenue, which is included in other accrued expenses in our consolidated balance sheets. See Note 10 — Warranty.
(m) Insurance. Group medical insurance is purchased through Blue Cross Blue Shield (“BCBS”). The plans include a Preferred Provider Organization Plan (“PPO”) and a Consumer Driven Health Plan (“CDHP”). These plans are managed-care
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NCI BUILDING SYSTEMS, INC.
plans utilizing networks to achieve discounts through negotiated rates with the providers within these networks. The claims incurred under these plans are self-funded for the first $355,000 of each claim. We purchase individual stop loss reinsurance to limit our claims liability to $355,000 per claim. BCBS administers all claims, including claims processing, utilization review and network access charges.
Insurance is purchased for workers compensation and employer liability, general liability, property and auto liability/auto physical damage. We utilize either deductibles or self-insurance retentions (“SIR”) to limit our exposure to catastrophic loss. The workers compensation insurance has a $250,000 per-occurrence deductible. The property and auto liability insurances have per-occurrence deductibles of $500,000 and $250,000, respectively. The general liability insurance has a $1,000,000 SIR. Umbrella insurance coverage is purchased to protect us against claims that exceed our per-occurrence or aggregate limits set forth in our respective policies. All claims are adjusted utilizing a third-party claims administrator and insurance carrier claims adjusters.
Each reporting period, we record the costs of our health insurance plan, including paid claims, an estimate of the change in incurred but not reported (“IBNR”) claims, taxes and administrative fees, when applicable, (collectively the “Plan Costs”) as general and administrative expenses on our consolidated statements of operations. The estimated IBNR claims are based upon (i) a recent average level of paid claims under the plan, (ii) an estimated lag factor and (iii) an estimated growth factor to provide for those claims that have been incurred but not yet reported and paid. We use an actuary to determine the claims lag and estimated liability for IBNR claims.
For workers’ compensation costs, we monitor the number of accidents and the severity of such accidents to develop appropriate estimates for expected costs to provide both medical care and indemnity benefits, when applicable, for the period of time that an employee is incapacitated and unable to work. These accruals are developed using independent third-party actuarial estimates of the expected cost for medical treatment, and length of time an employee will be unable to work based on industry statistics for the cost of similar disabilities, to include statutory impairment ratings. For general liability and automobile claims, accruals are developed based on independent third-party actuarial estimates of the expected cost to resolve each claim, including damages and defense costs, based on legal and industry trends and the nature and severity of the claim. Accruals also include estimates for IBNR claims, and taxes and administrative fees, when applicable. Each reporting period, we record the costs of our workers’ compensation, general liability and automobile claims, including paid claims, an estimate of the change in IBNR claims, taxes and administrative fees as general and administrative expenses on our consolidated statements of operations.
(n) Advertising Costs. Advertising costs are expensed as incurred. Advertising expense was $7.1 million, $7.1 million and $8.6 million in fiscal 2017, 2016 and 2015, respectively.
(o) Impairment of Long-Lived Assets. We assess impairment of property, plant and equipment at an asset group level in accordance with the provisions of ASC Topic 360, Property, Plant and Equipment. We assess the recoverability of the carrying amount of property, plant and equipment if certain events or changes in circumstances indicate that the carrying value of such asset groups may not be recoverable, such as a significant decrease in market value of the asset groups or a significant change in our business conditions. If we determine that the carrying value of an asset group is not recoverable based on expected undiscounted future cash flows, excluding interest charges, we record an impairment loss equal to the excess of the carrying amount of the asset group over its fair value. The fair value of an asset group is determined based on prices of similar assets adjusted for their remaining useful life. We recorded asset impairment charges of $5.8 million in fiscal 2015, which is included in restructuring and impairment charges in the consolidated statements of operations. See Note 5 — Restructuring.
(p) Share-Based Compensation. Compensation expense is recorded for restricted stock awards under the fair value method. Compensation expense for performance stock units (“PSUs”) granted to our senior executives and Performance Share Awards granted to our key employees is recorded based on the probable outcome of the performance conditions associated with the respective shares, as determined by management. We recorded pre-tax compensation expense relating to restricted stock awards, Performance Share Awards, stock options and performance share unit awards of $10.2 million, $10.9 million and $9.4 million for fiscal 2017, 2016 and 2015, respectively. See Note 7 — Share-Based Compensation.
(q) Foreign Currency Re-measurement and Translation. The functional currency for our Mexico operations is the U.S. dollar. Adjustments resulting from the re-measurement of the local currency financial statements into the U.S. dollar functional currency, which uses a combination of current and historical exchange rates, are included in other income in the current period. Net foreign currency re-measurement gains (losses) were $(0.3) million, $(0.8) million and $(1.8) million for the fiscal years ended October 29, 2017, October 30, 2016 and November 1, 2015, respectively.
The functional currency for our Canadian operations is the Canadian dollar. Translation adjustments resulting from translating the functional currency financial statements into U.S. dollar equivalents are reported separately in accumulated other
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NCI BUILDING SYSTEMS, INC.
comprehensive income in stockholders’ equity. The net foreign currency gains (losses) included in other income for the fiscal years ended October 29, 2017, October 30, 2016 and November 1, 2015 were $0.8 million, $(0.6) million and $(0.4) million, respectively. Net foreign currency translation adjustments, net of tax, and included in other comprehensive income were $0.2 million, $(0.3) million and $0.1 million for the fiscal years ended October 29, 2017, October 30, 2016 and November 1, 2015, respectively.
(r) Contingencies. We establish reserves for estimated loss contingencies and unasserted claims when we believe a loss is probable and the amount of the loss can be reasonably estimated. Our contingent liability reserves are related primarily to litigation and environmental matters. Revisions to contingent liability reserves are reflected in income in the period in which there are changes in facts and circumstances that affect our previous assumptions with respect to the likelihood or amount of loss. Reserves for contingent liabilities are based upon our assumptions and estimates regarding the probable outcome of the matter. We estimate the probable cost by evaluating historical precedent as well as the specific facts relating to each particular contingency (including the opinion of outside advisors, professionals and experts). Should the outcome differ from our assumptions and estimates or other events result in a material adjustment to the accrued estimated reserves, revisions to the estimated reserves for contingent liabilities would be required and would be recognized in the period the new information becomes known.
(s) Income taxes. The determination of our provision for income taxes requires significant judgment, the use of estimates and the interpretation and application of complex tax laws. Our provision for income taxes reflects a combination of income earned and taxed in the various U.S. federal and state, Canadian federal and provincial, Mexican federal and other jurisdictions. Jurisdictional tax law changes, increases or decreases in permanent differences between book and tax items, accruals or adjustments of accruals for tax contingencies or valuation allowances, and the change in the mix of earnings from these taxing jurisdictions all affect the overall effective tax rate.
In assessing the realizability of deferred tax assets, we must consider whether it is more likely than not that some portion, or all, of the deferred tax assets will not be realized. We consider all available evidence, both positive and negative, in determining whether a valuation allowance is required. Such evidence includes the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment, and judgment is required in considering the relative weight of negative and positive evidence.
(t) Reclassifications. Certain reclassifications have been made to the prior period amounts in our consolidated balance sheets, consolidated cash flows and notes to the consolidated financial statements to conform to the current presentation. The net effect of these reclassifications was not material to our consolidated financial statements.
3. ACCOUNTING PRONOUNCEMENTS
Adopted Accounting Pronouncements
In June 2014, the FASB issued ASU 2014-12, Accounting for Share-Based Payments When the Terms of an Award Provide That a Performance Target Could Be Achieved after the Requisite Service Period. ASU 2014-12 requires that a performance target that affects vesting and could be achieved after the requisite service period be treated as a performance condition. A reporting entity should apply existing guidance in ASC Topic 718, Compensation - Stock Compensation, as it relates to such awards. We adopted this guidance in our first quarter in fiscal 2017 on a prospective basis. The adoption of this guidance did not have any impact on our financial position or results of operations.
In April 2015, the FASB issued ASU 2015-04, Practical Expedient for the Measurement Date of an Employer’s Defined Benefit Obligation and Plan Assets. This ASU provides a practical expedient option to entities that have defined benefit plans and have a fiscal year end that does not coincide with a calendar month end. This ASU allows an entity to elect to measure defined benefit plan assets and obligations using the calendar month-end that is closest to its fiscal year end. We adopted ASU 2015-04 prospectively in our first quarter in fiscal 2017. The adoption of this standard did not have any impact on our consolidated financial statements as presented; however, the future impact of ASU 2015-04 will be dependent upon the nature of future significant events, if any, impacting the Company’s pension plans.
In April 2015, the FASB issued ASU 2015-05, Intangibles — Goodwill and Other — Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Fees Paid in a Cloud Computing Arrangement. ASU 2015-05 provides guidance to customers about whether a cloud computing arrangement includes a software license. If a cloud computing arrangement includes a software license, the guidance specifies that the customer should account for the software license element of the arrangement consistent with the acquisition of other software licenses. ASU 2015-05 further specifies that the customer should account for a cloud computing arrangement as a service contract if the arrangement does not include a software license. We adopted ASU 2015-05
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NCI BUILDING SYSTEMS, INC.
in our first quarter in fiscal 2017 on a prospective basis and, the adoption of this guidance did not have a material impact on our consolidated financial statements.
In April 2015, the FASB issued ASU 2015-03, Interest - Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs. ASU 2015-03 requires debt issuance costs related to a recognized debt liability be presented on the balance sheet as a direct deduction from the carrying amount of the related debt liability instead of being presented as a separate asset. The retrospective adoption of this guidance in the first quarter of our fiscal 2017 resulted in a reclassification of approximately $8.1 million in deferred financing costs as of October 30, 2016 associated with our Notes and Credit Agreement (as defined in Note 11—Long-Term Debt and Note Payable) from other assets to long-term debt on our consolidated balance sheets.
In August 2015, FASB issued ASU 2015-15, Interest - Imputation of Interest (Subtopic 835-30) - Presentation and Subsequent Measurement of Debt Issuance Costs Associated with Line-of-Credit Arrangements (Amendments to SEC Paragraphs Pursuant to Staff Announcement at June 18, 2015 EITF Meeting), to provide further clarification to ASU 2015-03 as it relates to the presentation and subsequent measurement of debt issuance costs associated with line of credit arrangements. Under this guidance, these costs may be presented as an asset and amortized ratably over the term of the line-of-credit arrangement, regardless of whether there are outstanding borrowings on the arrangement. We adopted this guidance in our first quarter in fiscal 2017 on a retrospective basis. The adoption of this guidance did not have any impact on our financial position as the deferred financing costs associated with our Amended ABL Facility (as defined herein) remain classified in other assets on the consolidated balance sheets.
In January 2017, the FASB issued ASU 2017-04, Intangibles—Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment. This ASU eliminates Step 2 from the goodwill impairment test and requires an entity to perform its goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount. Under this guidance, an entity should recognize an impairment charge for the amount by which the carrying amount exceeds the reporting unit’s fair value. We early adopted this guidance in the fourth quarter of fiscal 2017, as permitted. See Note 6 - Goodwill and Other Intangible Assets for discussion of our annual goodwill impairment test.
Recent Accounting Pronouncements
In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (Topic 606). ASU 2014-09 supersedes the revenue recognition requirements in ASC Topic 605, Revenue Recognition, and most industry-specific guidance. The core principle of the guidance is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. During 2016, the FASB also issued ASU 2016-08, Revenue from Contracts with Customers: Principal versus Agent Considerations (Reporting Revenue Gross versus Net); ASU 2016-10, Revenue from Contracts with Customers: Identifying Performance Obligations and Licensing; ASU 2016-11, Rescission of SEC Guidance Because of Accounting Standards Updates 2014-09 and 2014-16 Pursuant to Staff Announcements at the March 3, 2016 EITF Meeting; and ASU 2016-12, Revenue from Contracts with Customers: Narrow-Scope Improvements and Practical Expedients; and ASU 2016-20, Technical Corrections and Improvements to Topic 606, Revenue from Contracts with Customers, all of which were issued to improve and clarify the guidance in ASU 2014-09. These ASUs are effective for our fiscal year ending November 3, 2019, including interim periods within that fiscal year, and will be adopted using either a full or modified retrospective approach. We are currently assessing the potential effects of these changes to our consolidated financial statements.
In July 2015, the FASB issues ASU 2015-11, Inventory (Topic 330): Simplifying the Measurement of Inventory. ASU 2015-11 requires that inventory that has historically been measured using first-in, first-out (FIFO) or average cost method should now be measured at the lower of cost and net realizable value. The update requires prospective application and is effective for our fiscal year ending October 28, 2018, including interim periods within that fiscal year. We do not expect that the adoption of this guidance will have a material impact on our consolidated financial statements.
In November 2015, the FASB issued ASU 2015-17, Balance Sheet Classification of Deferred Taxes. ASU 2015-17 requires all deferred tax assets and liabilities to be presented on the balance sheet as noncurrent. ASU 2015-17 is effective for our fiscal year ending October 28, 2018, including interim periods within that fiscal year. Upon adoption, we will present the net deferred tax assets as noncurrent and reclassify any current deferred tax assets and liabilities in our consolidated balance sheet on a retrospective basis.
In February 2016, the FASB issued ASU 2016-02, Leases, which will require lessees to record most leases on the balance sheet and modifies the classification criteria and accounting for sales-type leases and direct financing leases for lessors. ASU 2016-02 is effective for our fiscal year ending November 1, 2020, including interim periods within that fiscal year. The guidance
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NCI BUILDING SYSTEMS, INC.
requires entities to use a modified retrospective approach for leases that exist or are entered into after the beginning of the earliest comparative period in the financial statements. We are evaluating the impact that the adoption of this guidance will have on our consolidated financial statements.
In March 2016, the FASB issued ASU 2016-09, Improvements to Employee Share-Based Payment Accounting, which is intended to simplify certain aspects of the accounting for share-based payment award transactions, including income tax effects when awards vest or settle, repurchase of employees’ shares to satisfy statutory tax withholding obligations, an option to account for forfeitures as they occur, and classification of certain amounts on the statement of cash flows. ASU 2016-09 is effective for our fiscal year ending October 28, 2018, including interim periods within that fiscal year. We are evaluating the impact that the adoption of this ASU will have on our consolidated financial statements.
In June 2016, the FASB issued ASU 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. This ASU requires an entity to measure all expected credit losses for financial assets, including trade receivables, held at the reporting date based on historical experience, current conditions, and reasonable and supportable forecasts. Entities will now incorporate forward-looking information based on expected losses to estimate credit losses. ASU 2016-13 is effective for our fiscal year ending October 31, 2021, including interim periods within that fiscal year. We are evaluating the impact that the adoption of this ASU will have on our consolidated financial position, result of operations and cash flows.
In August 2016, the FASB issued ASU No. 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments, which provides guidance on eight cash flow classification issues with the objective of reducing differences in practice. We will be required to adopt the amendments in this ASU in annual and interim periods for our fiscal year ending November 3, 2019, with early adoption permitted. Adoption is required to be on a retrospective basis, unless impracticable for any of the amendments, in which case a prospective application is permitted. We are evaluating the impact that ASU 2016-15 will have on our consolidated financial statements.
In October 2016, the FASB issued ASU 2016-16, Income Taxes (Topic 740): Intra-Entity Transfers of Assets Other than Inventory, which eliminates the exception that prohibits the recognition of current and deferred income tax effects for intra-entity transfers of assets other than inventory until the asset has been sold to an outside party. We will be required to adopt the amendments in this ASU in the annual and interim periods for our fiscal year ending November 3, 2019, with early adoption permitted. The application of the amendments will require the use of a modified retrospective basis through a cumulative-effect adjustment to retained earnings as of the beginning of the period of adoption. We are evaluating the standard and the impact it will have on our consolidated financial statements.
In November 2016, the FASB issued ASU 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash (a consensus of the FASB Emerging Issues Task Force), which clarifies how entities should present restricted cash and restricted cash equivalents in the statement of cash flows. Entities will no longer present transfers between cash and cash equivalents and restricted cash and restricted cash equivalents in the statement of cash flows. An entity with a material balance of restricted cash and restricted cash equivalents must disclose information about the nature of the restrictions. We will be required to adopt this guidance on a retrospective basis in the annual and interim periods for our fiscal year ending November 3, 2019, with early adoption permitted. We are evaluating the impact ASU 2016-18 will have on our consolidated financial statements.
In January 2017, the FASB issued ASU 2017-01, Business Combinations (Topic 805): Clarifying the Definition of a Business. This ASU adds guidance to assist entities with evaluating whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. Under the new guidance, if a single asset or group of similar identifiable assets comprise substantially all of the fair value of the gross assets acquired (or disposed of) in a transaction, the assets and related activities are not a business. Also, a minimum of an input process and a substantive process must be present and significantly contribute to the ability to create outputs in order to be considered a business. We will be required to adopt this guidance on a prospective basis in the annual and interim periods for our fiscal year ending November 3, 2019, with early adoption permitted. We are evaluating the impact ASU 2017-01 will have on our consolidated financial statements.
In March 2017, the FASB issued ASU 2017-07, Compensation—Retirement Benefits (Topic 715): Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost, which amends the requirements related to the income statement presentation of the components of net periodic benefit cost for employer sponsored defined benefit pension and other postretirement benefit plans. Under the new guidance, an entity must disaggregate and present the service cost component of net periodic benefit cost in the same income statement line items as other employee compensation costs arising from services rendered during the period, and only the service cost component will be eligible for capitalization. Other components of net periodic benefit cost will be presented separately from the line items that include the service cost. We will
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NCI BUILDING SYSTEMS, INC.
be required to adopt this guidance on a prospective basis in the annual and interim periods for our fiscal year ending November 3, 2019, with early adoption permitted. Entities must use a retrospective transition method to adopt the requirement for separate presentation of the income statement service cost and other components, and a prospective transition method to adopt the requirement to limit the capitalization of benefit cost to the service component. We are evaluating the impact of adopting this guidance.
In May 2017, the FASB issued ASU 2017-09, Compensation—Stock Compensation (Topic 718): Scope of Modification Accounting, which provides clarity on the accounting for modifications of stock-based awards. We will be required to adopt this guidance on a prospective basis in the annual and interim periods for our fiscal year ending November 3, 2019 for share-based payment awards modified on or after the adoption date. We are evaluating the impact ASU 2017-09 will have on our consolidated financial statements.
4. ACQUISITIONS
Fiscal 2016 acquisition
On November 3, 2015, we acquired manufacturing operations in Hamilton, Ontario, Canada for cash consideration of $2.2 million, net of post-closing working capital adjustments. This business allows us to service customers more competitively within the Canadian and Northeastern United States insulated metal panel (“IMP”) markets. Because the business was acquired from a seller in connection with a divestment required by a regulatory authority, the fair value of the net assets acquired exceeded the purchase consideration by $1.9 million, which was recorded as a non-taxable gain from bargain purchase in the consolidated statements of operations during the first quarter of fiscal 2016.
The fair values of the assets acquired and liabilities assumed as part of this acquisition as of November 3, 2015, as determined in accordance with ASC Topic 805, were as follows (in thousands):
|
| | | | |
| | | November 3,
2015 |
| Current assets | | $ | 307 |
|
| Property, plant and equipment | | 4,810 |
|
| Assets acquired | | 5,117 |
|
| Current liabilities assumed | | 380 |
|
| Fair value of net assets acquired | | 4,737 |
|
| Total cash consideration transferred | | 2,201 |
|
| Deferred tax liabilities | | 672 |
|
| Gain from bargain purchase | | $ | (1,864 | ) |
The results of operations for this business are included in our Metal Components segment. Pro forma financial information and other disclosures for this acquisition have not been presented as such is not material to the Company’s financial position or operating results.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NCI BUILDING SYSTEMS, INC.
5. RESTRUCTURING
As part of the plans developed in the fourth quarter of fiscal 2015 to improve engineering, selling, general and administrative (“ESG&A”) and manufacturing cost efficiency and optimize our combined manufacturing footprint, we incurred restructuring charges, primarily consisting of severance related costs of $4.7 million, including $3.2 million, $1.2 million and $0.3 million in the Engineered Building Systems segment, Metal Components segment and Corporate, respectively, for the fiscal year ended October 29, 2017.
For the fiscal year ended October 30, 2016, we incurred restructuring charges, primarily consisting of severance related costs of $3.6 million, including $1.0 million and $1.7 million in the Engineered Building Systems segment and Metal Components segment, respectively, and the remaining amount of $0.9 million at Corporate. These charges include severance related costs associated with the consolidation and closing of two manufacturing facilities in our Metal Components segment during fiscal 2016. We also incurred approximately $0.6 million of other costs associated with the restructuring actions during fiscal 2016.
For the fiscal year ended November 1, 2015, we incurred severance and facility closure costs of $1.6 million in connection with the closing of a facility and other severance related costs of $1.2 million in our Engineered Building Systems segment. We recorded asset impairment charges of $5.8 million for asset groups for which the fair values were below their carrying amounts in our Metal Components segment. These charges are presented in restructuring and impairment charges in our consolidated statements of operations. We measured the fair value of the asset groups using Level 3 inputs, including values of like-kind assets or other market indications of a potential selling value which approximates fair value. We also incurred severance related costs of $2.0 million and $0.3 million within the Metal Components segment and Metal Coil Coating segment, respectively, primarily in an effort to streamline our management and manufacturing structure to better serve our customers. The remaining amount of costs in fiscal 2015 were incurred at corporate.
The following table summarizes our restructuring plan costs and charges related to the restructuring plans during the fiscal year ended October 29, 2017 and since inception, which are recorded in restructuring and impairment charges in the Company’s consolidated statements of operations (in thousands):
|
| | | | | | | |
| | Fiscal Year Ended | | Costs Incurred To Date (since inception) |
| | October 29,
2017 | |
| General severance | $ | 2,350 |
| | $ | 9,694 |
|
| Plant closing severance | 1,539 |
| | 3,279 |
|
| Asset impairments | 125 |
| | 5,969 |
|
| Other restructuring costs | 683 |
| | 1,313 |
|
| Total restructuring costs | $ | 4,697 |
| | $ | 20,255 |
|
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NCI BUILDING SYSTEMS, INC.
The following table summarizes our severance liability and cash payments made pursuant to the restructuring plans from inception through October 29, 2017 (in thousands):
|
| | | | | | | | | | | |
| | General
Severance | | Plant Closing
Severance | | Total |
| Balance, November 2, 2014 | $ | — |
| | $ | — |
| | $ | — |
|
| Costs incurred | 3,887 |
| | 1,575 |
| | 5,462 |
|
| Cash payments | (2,941 | ) | | (1,575 | ) | | (4,516 | ) |
Accrued severance(1) | 739 |
| | — |
| | 739 |
|
| Balance, November 1, 2015 | $ | 1,685 |
| | $ | — |
| | $ | 1,685 |
|
Costs incurred(1) | 2,725 |
| | 165 |
| | 2,890 |
|
| Cash payments | (3,928 | ) | | (165 | ) | | (4,093 | ) |
| Balance, October 30, 2016 | $ | 482 |
| | $ | — |
| | $ | 482 |
|
| Costs incurred | 2,350 |
| | 1,539 |
| | 3,889 |
|
| Cash payments | (2,549 | ) | | (1,539 | ) | | (4,088 | ) |
| Balance, October 29, 2017 | $ | 283 |
| | $ | — |
| | $ | 283 |
|
| |
(1) | During the second and fourth quarters of fiscal 2015, we entered into transition and separation agreements with certain executive officers. Each terminated executive officer was entitled to severance benefit payments issuable in two installments. The termination benefits were measured initially at the separation dates based on the fair value of the liability as of the termination date and were recognized ratably over the future service period. Costs incurred during fiscal 2016 exclude $0.7 million of amortization expense associated with these termination benefits. |
We expect to fully execute our plans in phases over the next 18 months and estimate that we will incur future additional restructuring charges associated with these plans. We are unable at this time to make a good faith determination of cost estimates, or ranges of cost estimates, associated with future phases of the plans or the total costs we may incur in connection with these plans.
6. GOODWILL AND OTHER INTANGIBLE ASSETS
Our goodwill balance and changes in the carrying amount of goodwill by operating segment are as follows (in thousands):
|
| | | | | | | | | | | | | | | |
| | Engineered
Building
Systems | | Metal
Components | | Metal Coil
Coating | | Total |
| Balance, November 1, 2015 | $ | 14,310 |
| | $ | 143,716 |
| | $ | — |
| | $ | 158,026 |
|
Purchase accounting adjustments(1) | — |
| | (3,755 | ) | | — |
| | (3,755 | ) |
| Balance, October 30, 2016 | $ | 14,310 |
| | $ | 139,961 |
| | — |
| | $ | 154,271 |
|
| Impairment | — |
| | (6,000 | ) | | — |
| | (6,000 | ) |
| Other, net | — |
| | 20 |
| | — |
| | 20 |
|
| Balance, October 29, 2017 | $ | 14,310 |
| | $ | 133,981 |
| | $ | — |
| | $ | 148,291 |
|
| |
(1) | Includes immaterial error corrections related to the balance sheet and statement of operations as of and for the year ended November 1, 2015. These corrections related to the fair value of liabilities assumed in the acquisition of CENTRIA and resulted in a decrease in goodwill and current liabilities of $3.8 million and $3.0 million, respectively. The impact of these error corrections on net income for the fiscal year ended October 30, 2016 was a decrease of $0.5 million ($0.8 million, before tax). Management has assessed both quantitative and qualitative factors discussed in ASC Topic 250, Accounting Changes and Error Corrections, and Staff Accounting Bulletin 1.M, Materiality (SAB Topic 1.M) to determine that the correction of these misstatements qualifies as an immaterial error correction.
|
In accordance with ASC Topic 350, Intangibles — Goodwill and Other, goodwill is tested for impairment at least annually at the reporting unit level, which is defined as an operating segment or a component of an operating segment that constitutes a business for which financial information is available and is regularly reviewed by management. Management has determined that we have six reporting units for the purpose of allocating goodwill and the subsequent testing of goodwill for impairment.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NCI BUILDING SYSTEMS, INC.
Our Metal Components segment has five reporting units and our Engineered Building Systems segment has one reporting unit with goodwill.
At the beginning of the fourth quarter of each fiscal year, we perform an annual impairment assessment of goodwill and indefinite-lived intangible assets. Additionally, we assess goodwill and indefinite-lived intangible assets for impairment whenever events or changes in circumstances indicate that the fair value may be below the carrying value. We completed our annual impairment assessment of goodwill and indefinite-lived intangible assets as of July 31, 2017 and we elected to apply the qualitative assessment for the goodwill in certain of our reporting units within the Metal Components segment and the Engineered Building Systems segment as of July 31, 2017. Under the qualitative assessment, various events and circumstances (or factors) that would affect the estimated fair value of a reporting unit are identified (similar to impairment indicators above). These factors are then classified by the type of impact they would have on the estimated fair value using positive, neutral, and negative categories based on current business conditions. Additionally, an assessment of the level of impact that a particular factor would have on the estimated fair value is determined using relative weightings. Additionally, the Company considers the results of the most recent quantitative impairment test completed for a reporting unit and compares the weighted average cost of capital (WACC), publicly traded company multiples and observable and recent transaction multiples between the current and prior years for a reporting unit. Based on our assessment of these tests, we do not believe it is more likely than not that the fair value of these reporting units or the indefinite-lived intangible assets are less than their respective carrying amounts.
We performed a quantitative test for three reporting units within the Metal Components segment as of July 31, 2017. We estimated the fair value of each reporting unit using projected discounted cash flows and publicly traded company multiples. To develop the projected cash flows associated with the reporting unit, we considered key factors that include assumptions regarding sales volume and prices, operating margins, capital expenditures, working capital needs and discount rates. We discounted the projected cash flows using a long-term, risk-adjusted weighted average cost of capital, which was based on our estimate of the investment returns that market participants would require for the reporting unit. We considered publicly traded company multiples for companies with operations similar to the reporting unit. Based on our completion of this test, we determined that the fair value of two of the reporting units exceeded the carrying amount and goodwill was not considered to be impaired. The July 31, 2017 goodwill impairment test indicated impairment as the carrying value of CENTRIA’s coil coating operations, included in our Metal Components segment, exceeded its fair value. As a result we recorded a non-cash charge of $6.0 million in goodwill impairment on our consolidated statements of operations for the year ended October 29, 2017. The remaining balance of goodwill on the CENTRIA coil coating reporting unit of $5.4 million is supported by future cash flows and expected synergies with our NCI coil coating operations. Further declines in estimated volume and margins of CENTRIA’s coil coating operations could result in additional goodwill impairments in future periods. The fair value of the reporting unit is a “Level 3” measurement as defined in Note 14.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NCI BUILDING SYSTEMS, INC.
The following table represents all our intangible assets activity for the fiscal years ended October 29, 2017 and October 30, 2016 (in thousands):
|
| | | | | | | | | | | |
| | Range of Life
(Years) | | October 29,
2017 | | October 30,
2016 |
| Amortized intangible assets: | | | | | | | |
| Cost: | | | | | | | |
| Trade names | | 15 | | | $ | 29,167 |
| | $ | 29,167 |
|
| Customer lists and relationships | 12 | – | 20 | | 136,210 |
| | 136,210 |
|
| Non-competition agreements | 5 | – | 10 | | 8,132 |
| | 8,132 |
|
| Supplier relationships | | 3 | | | 150 |
| | 150 |
|
| | | | | | $ | 173,659 |
| | $ | 173,659 |
|
| Accumulated amortization: | | | | | | | |
| Trade names | | | | | $ | (10,713 | ) | | $ | (8,768 | ) |
| Customer lists and relationships | | | | | (30,971 | ) | | (23,295 | ) |
| Non-competition agreements | | | | | (8,132 | ) | | (8,132 | ) |
| Supplier relationships | | | | | (150 | ) | | (150 | ) |
| | | | | | $ | (49,966 | ) | | $ | (40,345 | ) |
| | | | | | | | |
| Net book value | | | | | $ | 123,693 |
| | $ | 133,314 |
|
| Indefinite-lived intangible assets: | | | | | |
| | |
|
| Trade names | | | | | 13,455 |
| | 13,455 |
|
| Total intangible assets at net book value | | | | | $ | 137,148 |
| | $ | 146,769 |
|
The Star and Ceco trade name assets within the Engineered Building Systems segment have an indefinite life and are not amortized, but are reviewed annually and tested for impairment. These trade names were determined to have indefinite lives due to the length of time the trade names have been in place, with some having been in place for decades. Our intention is to maintain these trade names indefinitely. We performed a quantitative assessment for the Star and Ceco trade names as of July 31, 2017. We estimated the fair value of each trade name using the relief-from-royalty method, which applies a royalty rate to projected revenue streams attributable to the trade names. To develop the respective revenue projections we considered key factors that include assumptions regarding sales volume and prices. Based on our completion of this test, we determined that the fair value of the Star and Ceco trade names exceeded the carrying amount and the intangible assets were not considered to be impaired.
All other intangible assets are amortized on a straight-line basis or a basis consistent with the expected future cash flows over their expected useful lives. As of October 29, 2017 and October 30, 2016, the weighted average amortization period for all our intangible assets was 15.0 years. Amortization expense of intangibles was $9.6 million, $9.6 million and $16.9 million for 2017, 2016 and 2015, respectively. We expect to recognize amortization expense over the next five fiscal years as follows (in thousands):
|
| | | |
| 2018 | $ | 9,620 |
|
| 2019 | 9,620 |
|
| 2020 | 9,327 |
|
| 2021 | 9,064 |
|
| 2022 | 8,721 |
|
In accordance with ASC Topic 350, Intangibles — Goodwill and Other, we evaluate the remaining useful life of intangible assets on an annual basis. We also review finite-lived intangible assets for impairment when events or changes in circumstances indicate the carrying values may not be recoverable in accordance with ASC Topic 360, Property, Plant and Equipment.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NCI BUILDING SYSTEMS, INC.
7. SHARE-BASED COMPENSATION
Our 2003 Long-Term Stock Incentive Plan (“Incentive Plan”) is an equity-based compensation plan that allows for the grant of a variety of awards, including stock options, restricted stock, restricted stock units, stock appreciation rights, performance share units (“PSUs”), phantom stock awards, long-term incentive awards with performance conditions (“Performance Share Awards”) and cash awards. Awards are generally granted once per year, with the amounts and types of awards determined by the Compensation Committee of our Board of Directors (the “Committee”). AsDirectors. Ms. Affeldt retired from Lexmark International, a general rule, option awards terminate on the earlierdeveloper, manufacturer and supplier of (i) 10 years from the dateprinting and imaging solutions for offices and homes, in February 2003, where she had been Vice President of grant, (ii) 30 days after termination of employment or service for a reason other than death, disability or retirement, (iii) one year after death or (iv) one year for incentive stock options or five years for other awards after disability or retirement. Awards are non-transferable except by disposition on death or to certain family members, trusts and other family entitiesHuman Resources since July 1996. She joined Lexmark when it became an independent company in 1991 as the Director of Human Resources. Ms. Affeldt began her career at IBM in 1969, specializing in sales of supply chain systems. She later held a number of human resources management positions. Ms. Affeldt has served as a director of SIRVA, Inc. and as chair of that board’s compensation committee. She also served as a director of Sally Beauty Holdings, Inc., and as the Committee may approve. Awards may be paid in cash, shareschair of our Common Stock orthat board’s compensation committee. She currently serves as a combination, in lump sum or installmentsdirector of BTE Technologies, Inc., and currently or by deferred payment, all as determined by the Committee.
As of October 29, 2017,a director and for all periods presented, our share-based awards under this plan have consisted of restricted stock grants, PSUs and stock option grants, none of which can be settled through cash payments, and Performance Share Awards. Both our stock options and restricted stock awards are subject only to vesting requirements based on continued employment at the end of a specified time period and typically vest over three to four years or earlier upon death, disability or a change in control. However, our annual restricted stock awards issued prior to December 15, 2013 also vest upon attainment of age 65 and, only in the case of certain special one-time restricted stock awards, a portion vest on termination without cause or for good reason, as defined by the agreements governing such awards. Restricted stock awards issued after December 15, 2013 do not vest upon attainment of age 65, as provided by the agreements governing such awards. The vesting of our Performance Share Awards is described below.
A total of approximately 2,287,000 and 3,000,000 shares were available at October 29, 2017 and October 30, 2016, respectively, under the Incentive Plan for the further grants of awards.
Our option awards and time-based restricted stock awards are typically subject to graded vesting over a service period, which is typically three or four years. Our performance-based and market-based restricted stock awards are typically subject to cliff vesting at the endchair of the service period, which is typically three years. We recognize compensation cost for these awards on a straight-line basis overcommittee of HD Supply Holdings, Inc. Ms. Affeldt attended the requisite service period for each annual award grant. In addition, certainState University of our awards provide for accelerated vesting upon qualified retirement, after a change of control or upon termination without cause or for good reason. We recognize compensation cost for such awards over the period from grant date to the date the employee first becomes eligible for retirement.
Stock Option Awards
The fair value of each option award is estimated as of the date of grant using a Black-Scholes-Merton option pricing formula. Expected volatility is based on normalized historical volatility of our stock over a preceding period commensurate with the expected term of the option. The risk-free rate for the expected term of the option is based on the U.S. Treasury yield curveNew York and Hunter College in
effect at the time of grant. Expected dividend yield was not consideredNew York City, majoring in
the option pricing formula since we do not currently pay dividends on our Common Stock and have no current plans to do soBusiness Administration.Director Qualifications: Ms. Affeldt’s experience in the future.
There were 182,923, 1,418,219 and 40,000 options exercised during fiscal 2017, 2016 and 2015, respectively. Cash received from the option exercises was $1.7 million, $12.6 million and $0.4 million during fiscal 2017, 2016 and 2015, respectively. The total intrinsic value of options exercisedlarge, multinational companies in fiscal 2017 and 2016 was $1.4 million and $9.9 million, respectively, and was insignificant for fiscal 2015.
The weighted average assumptions for the option awards granted on December 15, 2016, December 15, 2015 and December 15, 2014 are as follows:
|
| | | | | | | | |
| | December 15, 2016 | | December 15, 2015 | | December 15,
2014 |
| Expected volatility | 42.63 | % | | 43.71 | % | | 49.65 | % |
| Expected term (in years) | 5.50 |
| | 5.50 |
| | 5.50 |
|
| Risk-free interest rate | 2.15 | % | | 1.77 | % | | 1.63 | % |
During fiscal 2017, 2016 and 2015, we granted 10,424, 28,535 and 10,543 stock options, respectively, and the weighted average grant-date fair value of options granted during fiscal 2017, 2016 and 2015 was $6.59, $5.38 and $7.91, respectively.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NCI BUILDING SYSTEMS, INC.
The following is a summary of stock option transactions during fiscal 2017, 2016 and 2015 (in thousands, except weighted average exercise prices and weighted average remaining life):
|
| | | | | | | | | | | | |
| | Number of
Shares | | Weighted
Average
Exercise
Price | | Weighted
Average
Remaining
Life | | Aggregate
Intrinsic
Value |
| Balance, November 2, 2014 | 1,948 |
| | $ | 11.05 |
| | | | |
| Granted | 10 |
| | 17.07 |
| | | | |
| Exercised | (40 | ) | | (8.85 | ) | | | | |
| Cancelled | (14 | ) | | (175.08 | ) | | | | |
| Balance, November 1, 2015 | 1,904 |
| | 9.85 |
| | | | |
| Granted | 29 |
| | 12.76 |
| | | | |
| Exercised | (1,418 | ) | | (8.89 | ) | | | | |
| Cancelled | (7 | ) | | (227.21 | ) | | | | |
| Balance, October 30, 2016 | 508 |
| | 10.24 |
| | | | |
| Granted | 11 |
| | 15.70 |
| | | | |
| Exercised | (183 | ) | | (9.03 | ) | | | | |
| Balance, October 29, 2017 | 336 |
| | $ | 11.06 |
| | 3.7 | | $ | 1,534 |
|
| Exercisable at October 29, 2017 | 319 |
| | $ | 10.79 |
| | 3.5 | | $ | 1,534 |
|
The following summarizes additional information concerning outstanding options at October 29, 2017 (in thousands, except weighted average remaining life and weighted average exercise prices):
|
| | | | | | | |
| Options Outstanding |
Number of
Options | | Weighted Average
Remaining Life | | Weighted Average
Exercise Price |
| 310 |
| | 3.4 years | | $ | 10.59 |
|
| 26 |
| | 7.8 years | | 16.66 |
|
| 336 |
| | 3.7 years | | $ | 11.06 |
|
The following summarizes additional information concerning options exercisable at October 29, 2017 (in thousands, except weighted average exercise prices):
|
| | | | | |
| Options Exercisable |
Number of
Options | | Weighted Average
Exercise Price |
| 310 |
| | $ | 10.59 |
|
| 9 |
| | 17.37 |
|
| 319 |
| | $ | 10.79 |
|
Restricted stock and performance awards
Long-term incentive awards granted to our senior executives generally have a three-year performance period. Long-term incentive awards include restricted stock units and PSUs representing 40% and 60% of the total value, respectively. The restricted stock units vest upon continued employment. Vesting of the PSUs is contingent upon continued employment and the achievement of targets with respect to the following metrics, as defined by management: (1) cumulative free cash flow (weighted 40%); (2) cumulative earnings per share (weighted 40%); and (3) total shareholder return (weighted 20%), in each case during the performance period. At the end of the performance period, the number of actual shares to be awarded varies between 0% and 200% of target amounts. The PSUs vest pro rata if an executive’s employment terminates prior to the end of the performance period due to death, disability, or termination by the Company without cause or by the executive for good reason. If an executive’s employment terminates for any other reason prior to the end of the performance period, all outstanding unvested PSUs, whether earned or unearned, will be forfeited and cancelled. If a change in control occurs prior to the end of the performance period, the PSU payout will be calculated and paid assuming that the maximum benefit had been achieved. If an executive’s employment terminates due to death or disability while any of the restricted stock is unvested, then all of the unvested restricted stock will
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NCI BUILDING SYSTEMS, INC.
become vested. If an executive’s employment is terminated by the Company without cause or after reaching normal retirement age, the unvested restricted stock will be forfeited. If a change in control occurs prior to the end of the performance period, the restricted stock will fully vest. The fair value of the awards is based on the Company’s stock price as of the date of grant. During the fiscal years 2017, 2016 and 2015, we granted PSUs with fair values of approximately $4.6 million, $4.7 million and $3.6 million, respectively, to the Company’s senior executives.
The restricted stock units granted in December 2016 and 2015 to our senior executives vest one-third annually. For the restricted stock units granted in December 2014 to our senior executives, two-thirds vested on December 15, 2016 and one-third vested on December 15, 2017. The PSUs granted in December 2016 and 2015 to our senior executives cliff vest at the end of the three-year performance period. For the PSUs granted in December 2014 to our senior executives, one-half vested on December 15, 2016 and one-half vested on December 15, 2017.
Performance Share Awards granted to our key employees are paid 50% in cash and 50% in stock. Vesting of Performance Share Awards is contingent upon continued employment and the achievement of free cash flow and earnings per share targets, as defined by management, over a three-year period. At the end of the performance period, the number of actual shares to be awarded varies between 0% and 150% of target amounts. However, a minimum of 50% of the awards will vest upon continued employment over the three-year period if the minimum targets are not met. The Performance Share Awards vest earlier upon death, disability or a change of control. A portion of the awards also vests upon termination without cause or after reaching normal retirement age prior to the vesting date, as defined by the agreements governing such awards. The fair value of Performance Share Awards is based on the Company’s stock price as of the date of grant. The fair value and cash value of Performance Share Awards granted in fiscal 2017, 2016 and 2015 are as follows (in millions):
|
| | | | | | | | | | | |
| | Fiscal year ended |
| | October 29,
2017 | | October 30,
2016 | | November 1,
2015 |
| Equity fair value | $ | 2.0 |
| | $ | 2.4 |
| | $ | 1.5 |
|
| Cash value | $ | 2.0 |
| | $ | 2.1 |
| | $ | 1.7 |
|
On December 15, 2016, the performance period ended for certain PSUs granted to senior executives in December 2014 and the Performance Share Awards granted to key employees in December 2013. The PSUs vested at 149.3%, and resulted in the issuance of 0.1 million shares, net of shares withheld for taxes. The Performance Share Awards vested at 50.0%, and resulted in the issuance of less than 0.1 million shares, net of shares withheld for taxes.
During fiscal 2017, 2016 and 2015, we granted time-based restricted stock awards with a fair value of $4.5 million, $4.2 million and $6.8 million, respectively.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NCI BUILDING SYSTEMS, INC.
Restricted stock and performance award transactions during fiscal 2017, 2016 and 2015 were as follows (in thousands, except weighted average grant prices):
|
| | | | | | | | | | | | | | | | | | | | |
| | Restricted Stock and Performance Awards |
| | Time-Based | | Performance-Based | | Market-Based |
| | Number of
Shares | | Weighted
Average
Grant Price | | Number of
Shares(1) | | Weighted
Average
Grant Price | | Number of
Shares(1) | | Weighted
Average
Grant Price |
| Balance, November 2, 2014 | 855 |
| | $ | 15.22 |
| | 117 |
| | $ | 17.47 |
| | 1,028 |
| | $ | 11.71 |
|
| Granted | 410 |
| | 16.60 |
| | 270 |
| | 17.04 |
| | 45 |
| | 12.76 |
|
| Vested | (352 | ) | | 13.11 |
| | — |
| | — |
| | (541 | ) | | 11.71 |
|
| Forfeited | (85 | ) | | 23.71 |
| | (44 | ) | | 16.22 |
| | (492 | ) | | 11.72 |
|
| Balance, November 1, 2015 | 828 |
| | $ | 15.87 |
| | 343 |
| | $ | 17.19 |
| | 40 |
| | $ | 11.78 |
|
| Granted | 329 |
| | 12.64 |
| | 516 |
| | 12.76 |
| | 71 |
| | 14.60 |
|
| Vested | (335 | ) | | 15.09 |
| | — |
| | — |
| | — |
| | — |
|
| Forfeited | (60 | ) | | 14.33 |
| | (60 | ) | | 15.22 |
| | (4 | ) | | 13.81 |
|
| Balance, October 30, 2016 | 762 |
| | $ | 14.91 |
| | 799 |
| | $ | 14.82 |
| | 107 |
| | $ | 14.02 |
|
| Granted | 285 |
| | 15.84 |
| | 362 |
| | 15.70 |
| | 58 |
| | 16.03 |
|
| Vested | (392 | ) | | 15.14 |
| | (165 | ) | | 16.07 |
| | — |
| | — |
|
| Forfeited | (27 | ) | | 14.41 |
| | (124 | ) | | 15.88 |
| | (21 | ) | | 11.51 |
|
| Balance, October 29, 2017 | 628 |
| | $ | 15.21 |
| | 872 |
| | $ | 14.76 |
| | 144 |
| | $ | 15.15 |
|
| |
(1) | The number of restricted stock shown reflects the shares that would be granted if the target level of performance is achieved. The number of shares actually issued may vary. |
Share-Based Compensation Expense
Share-based compensation expense is recorded over the requisite service or performance period. For awards with performance conditions, the amount of share-based compensation expense recognized is based upon the probable outcome of the performance conditions, as defined and determined by management. We estimated a forfeiture rate of 5.0% for our non-officers and 0% for our officers in our calculation of share-based compensation expense for the fiscal years ended October 29, 2017, October 30, 2016 and November 1, 2015. These estimates are based on historical forfeiture behavior exhibited by our employees.
Share-based compensation expensegeneral, as well as
in the
unrecognized share-based compensation expensehuman resources field in particular, provides our Board of Directors with insight into the attraction, motivation and
weighted average period over which expense attributableretention of personnel. Additionally, her service on the boards of other public companies brings to
unvested awards will be recognized areour Board of Directors valuable insight into the strategic, financial and personnel challenges faced by companies similar to NCI.George L. Ball
Mr. Ball, age 60, has served as follows (in millions, except weighted average remaining years):
|
| | | | | | | | | | | |
| | Fiscal year ended |
| | October 29,
2017 | | October 30,
2016 | | November 1,
2015 |
| Cost of goods sold | $ | 1.0 |
| | $ | 1.1 |
| | $ | 1.1 |
|
| Engineering, selling, general and administrative | 9.2 |
| | 9.8 |
| | 8.3 |
|
| Total recognized share-based compensation expense | $ | 10.2 |
| | $ | 10.9 |
| | $ | 9.4 |
|
|
| | | | | |
| | Fiscal Year Ended October 29, 2017 |
| | Unrecognized Share-Based Compensation Expense | | Weighted Average Remaining Years |
| Stock options | 0.0 | | 0.8 |
| Time-based restricted stock | 4.8 |
| | 1.8 |
| Performance- and market-based restricted stock | 6.7 |
| | 1.7 |
| Total unrecognized share-based compensation expense | $ | 11.5 |
| | |
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NCI BUILDING SYSTEMS, INC.
As of October 29, 2017, we do not have any amounts capitalized for share-based compensation cost in inventory or similar assets. The total income tax benefit recognized in results of operations for share-based compensation arrangements was $4.0 million, $4.2 milliona director since February 2014. He serves on the Audit Committee, the Compensation Committee, the Executive Committee, the Affiliate Transactions Committee, and $3.7 million foris the fiscal years ended October 29, 2017, October 30, 2016 and November 1, 2015, respectively.
8. EARNINGS PER COMMON SHARE
Basic earnings per common share is computed by dividing net income allocated to common shares by the weighted average number of common shares outstanding. Diluted income per common share, if applicable, considers the dilutive effect of common stock equivalents. The reconciliationChair of the numeratorRoutine Transaction Committee of our Board of Directors. Mr. Ball is the Chief Financial Officer of Parsons Corporation, a global engineering and denominator used for the computationconstruction services company that was established in 1944. Mr. Ball joined Parsons in 1995 and has held varying positions of basicincreasing responsibility and diluted income per common share iswas promoted to Chief Financial Officer in 2008. Mr. Ball was formerly a senior accountant with Coopers & Lybrand LLP, now known as follows (in thousands, except per share data):
|
| | | | | | | | | | | |
| | Fiscal Year Ended |
| | October 29,
2017 | | October 30,
2016 | | November 1,
2015 |
| Numerator for Basic and Diluted Earnings Per Common Share: | | | | | |
| Net income applicable to common shares | $ | 54,399 |
| | $ | 50,638 |
| | $ | 17,646 |
|
| Denominator for Basic and Diluted Earnings Per Common Share: | | | | | |
| Weighted average basic number of common shares outstanding | 70,629 |
| | 72,411 |
| | 73,271 |
|
| Common stock equivalents: | | | | | |
| Employee stock options | 124 |
| | 446 |
| | 652 |
|
| PSUs and Performance Share Awards | 25 |
| | — |
| | — |
|
| Weighted average diluted number of common shares outstanding | 70,778 |
| | 72,857 |
| | 73,923 |
|
| | | | | | |
| Basic earnings per common share | $ | 0.77 |
| | $ | 0.70 |
| | $ | 0.24 |
|
| Diluted earnings per common share | $ | 0.77 |
| | $ | 0.70 |
| | $ | 0.24 |
|
| | | | | | |
Incentive Plan securities excluded from dilution(1) | 0 |
| | 195 |
| | 289 |
|
| |
(1) | Represents securities not included in the computation of diluted earnings per common share because their effect would have been anti-dilutive. |
We calculate earnings per share using the “two-class” method, whereby unvested share-based payment awards that contain nonforfeitable rights to dividends or dividend equivalents are “participating securities” and, therefore, these participating securities are treatedPricewaterhouseCoopers LLP. Mr. Ball currently serves as a
separate classdirector of Wells Fargo Real Estate Investment Corporation, a publicly traded real estate investment trust, and is a member of its audit committee. Mr. Ball earned his B.S. in
computing earnings per share. The calculationAccounting from Drexel University.Director Qualifications: Mr. Ball’s background and experience as an executive in a large, multinational engineering and construction services company provides the Board with perspective on strategic, financial, compensation, management development and sales issues. Mr. Ball’s extensive experience and financial and accounting background as a chief financial officer provides the Audit Committee with valuable experience. Mr. Ball’s extensive financial experience and knowledge of earnings per share presented here excludescompensation program design provide the income attributableCompensation Committee with valuable experience.
Gary L. Forbes
Mr. Forbes, age 75, has served as a director since December 1991. Mr. Forbes serves on the Executive Committee, Affiliate Transactions Committee, and is the Chair of the Audit Committee of our Board of Directors. In addition, Mr. Forbes is our designated Audit Committee financial expert. Mr. Forbes was a Senior Vice President of Equus Total Return, Inc., an investment company, from November 1991 until his retirement in March 2010. Mr. Forbes was a director of Consolidated Graphics, Inc., a publicly traded commercial printing company, where he served on its audit committee, from 1993 until January 2014. Mr. Forbes previously served on the board of directors of Carriage Services, Inc., a publicly traded funeral services company, from May 2007 to unvested restricted stock units related to our Incentive PlanFebruary 2009. Mr. Forbes earned a B.B.A. in Accounting from the numeratorUniversity of Texas at Austin and excludesis a certified public accountant.
Director Qualifications: Mr. Forbes’ background has provided our Board of Directors with valuable financial and accounting expertise as our financial expert on the dilutive impact of those shares from the denominator.
9. OTHER ACCRUED EXPENSES
Other accrued expenses are comprised of the following (in thousands): |
| | | | | | | |
| | October 29,
2017 | | October 30,
2016 |
| Accrued warranty obligation and deferred warranty revenue | $ | 27,016 |
| | $ | 27,200 |
|
| Deferred revenue | 28,295 |
| | 28,472 |
|
| Other accrued expenses | 46,922 |
| | 47,712 |
|
| Total other accrued expenses | $ | 102,233 |
| | $ | 103,384 |
|
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NCI BUILDING SYSTEMS, INC.
10. WARRANTY
The following table represents the rollforwardAudit Committee of our accrued warranty obligation and deferred warranty revenue activity for the fiscal years ended October 29, 2017 and October 30, 2016 (in thousands): |
| | | | | | | |
| | October 29,
2017 | | October 30,
2016 |
| Beginning balance | $ | 27,200 |
| | $ | 25,162 |
|
| Warranties sold | 2,149 |
| | 3,853 |
|
| Revenue recognized | (2,323 | ) | | (3,269 | ) |
| Cost incurred and other | (10 | ) | | 1,454 |
|
| Ending balance | $ | 27,016 |
| | $ | 27,200 |
|
11. LONG-TERM DEBT AND NOTE PAYABLE
Debt is comprisedBoard of the following (in thousands): |
| | | | | | | |
| | October 29,
2017 | | October 30,
2016 |
Credit Agreement, due June 2022, as amended
(variable interest, at 4.24% and 4.25% on October 29, 2017 and October 30, 2016, respectively) | $ | 144,147 |
| | $ | 154,147 |
|
| 8.25% senior notes, due January 2023 | 250,000 |
| | 250,000 |
|
Amended Asset-Based lending facility, due June 2019
(variable interest, at our option as described below) | — |
| | — |
|
Less: unamortized deferred financing costs(1) | 6,857 |
| | 8,096 |
|
| Total long-term debt | $ | 387,290 |
| | $ | 396,051 |
|
| |
(1) | Includes the unamortized deferred financing costs associated with the Notes and Credit Agreement. The unamortized deferred financing costs associated with the Amended ABL Facility of $0.7 million and $1.1 million as of October 29, 2017 and October 30, 2016, respectively, are classified in other assets on the consolidated balance sheets. |
The scheduled maturityDirectors. Additionally, having served as a member of our
debt isBoard of Directors since 1991, Mr. Forbes has a deep historical understanding of our business, operations and culture.John J. Holland
Mr. Holland, age 68, has served as follows (in thousands):
|
| | | |
| 2018 | $ | — |
|
| 2019 | — |
|
| 2020 | — |
|
| 2021 | — |
|
| 2022 and thereafter | 394,147 |
|
| | $ | 394,147 |
|
8.25% Senior Notes Due January 2023
The Company’s $250.0 million in aggregate principal amount of 8.25% senior notes due 2023 (the “Notes”) bear interest at 8.25% per annum and will mature on January 15, 2023. Interest is payable semi-annually in arrears on January 15 and July 15.
The Notes are guaranteed on a senior unsecured basis by all of the Company’s existing and future domestic subsidiaries that guarantee the Company’s obligations (including by reason of being a borrower under the senior secured asset-based revolving credit facility on a joint and several basis with the Company or a guarantor subsidiary) under the senior secured credit facilities. The Notes are unsecured senior indebtedness and rank equally in right of payment with all of the Company’s existing and future senior indebtedness and senior in right of payment to all of its future subordinated obligations. In addition, the Notes and guarantees are structurally subordinated to all existing and future indebtedness and other liabilities of the Company’s non-guarantor subsidiaries.
The Company may redeem the Notes at any time prior to January 15, 2018, at a price equal to 100% of the principal amount thereof, plus accrued and unpaid interest, if any, to the redemption date, plus the applicable make-whole premium. In addition,
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NCI BUILDING SYSTEMS, INC.
prior to January 15, 2018, the Company may redeem the Notes in an aggregate principal amount of up to 40.0% of the original aggregate principal amount of the Notes with funds in an equal aggregate amount not exceeding the aggregate proceeds of one or more equity offerings, at a redemption price of 108.250%, plus accrued and unpaid interest, if any, to the applicable redemption date of the Notes.
On or after January 15, 2018, the Company may redeem all or a part of the Notes at redemption prices (expressed as percentages of principal amount thereof) set forth below, plus accrued and unpaid interest, if any, to the applicable redemption date of the Notes, if redeemed during the 12-month period beginning on January 15 of the year as follows:
|
| | |
| Year | | Percentage |
| 2018 | | 106.188% |
| 2019 | | 104.125% |
| 2020 | | 102.063% |
| 2021 and thereafter | | 100.000% |
Credit Agreement
The Company’s Credit Agreement provided for a term loan credit facility (“Term Loan”) in an original aggregate principal amount of $250.0 million. The Term Loan amortizes in nominal quarterly installments equal to one percent of the aggregate initial principal amount thereof per annum.
On May 2, 2017, the Company entered into Amendment No. 2 (the “Amendment”) to its existing Credit Agreement, dated as of June 22, 2012, between NCI Building Systems, Inc., as borrower, and Credit Suisse AG, Cayman Islands Branch, as administrative agent and collateral agent and the other financial institutions party thereto from time to time (as previously amended by Amendment No. 1, dated as of June 24, 2013, the “Existing Term Loan Facility” and, as amended, the “Term Loan Facility”), primarily to extend the maturity date and reduce the interest rate applicable to all of the outstanding term loans under the Term Loan Facility.
Prior to the Amendment, approximately $144.1 million of term loans (the “Existing Term Loans”) were outstanding under the Existing Term Loan Facility. Pursuant to the Amendment, certain lenders under the Existing Term Loan Facility extended their Existing Term Loans, in an aggregate amount, along with new term loans advanced by certain new lenders of approximately $144.1 million (the “New Term Loans”). The proceeds of the New Term Loans advanced by the new lenders were used to prepay in full all of the Existing Term Loans that were not extended as New Term Loans. Pursuant to the Amendment, the maturity date of the New Term Loans was extended to June 24, 2022.
Pursuant to the Amendment, the New Term Loans bear interest at a floating rate measured by reference to, at the Company’s option, either (i) an adjusted LIBOR not less than 1.00% plus a borrowing margin of 3.00% per annum or (ii) an alternate base rate plus a borrowing margin of 2.00% per annum. At October 29, 2017, the interest ratedirector since November 2009. He serves on the term loan underAudit Committee, the Credit Agreement was 4.24%. Overdue amounts will bear interest at a rate that is 2% higher than the rate otherwise applicable.
The New Term Loans are secured by the same collateralNominating & Corporate Governance Committee and guaranteed by the same guarantors as the Existing Term Loans under the Existing Term Loan Facility. Voluntary prepayments under the New Term Loans are permitted at any time, in minimum principal amounts, without premium or penalty, subject to a 1.00% premium payable in connection with certain repricing transactions within the first six months. The Amendment also includes certain other changes to the Term Loan Facility.
During fiscal 2017 and 2016, the Company made voluntary prepayments of $10.0 million and $40.0 million, respectively, on the outstanding principal amount of the Term Loan. As a result of the voluntary prepayments made during the prior two fiscal periods, which were applied to the one percent per annum amortization, we are not required to make any quarterly installment payments until June 24, 2019.
Subject to certain exceptions, the Term Loan will be subject to mandatory prepayment in an amount equal to:
the net cash proceeds of (1) certain asset sales, (2) certain debt offerings, and (3) certain insurance recovery and condemnation events; and
50% of annual excess cash flow (as defined in the Credit Agreement), subject to reduction to 0% if specified leverage ratio targets are met.
The Credit Agreement contains a number of covenants that, among other things, will limit or restrict the ability of the Company and its subsidiaries to dispose of assets, incur additional indebtedness, make dividends and other restricted payments,
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NCI BUILDING SYSTEMS, INC.
create liens securing indebtedness, engage in mergers and other fundamental transactions, enter into restrictive agreements, amend certain documents in respect of other indebtedness, change the nature of their business and engage in certain transactions with affiliates.
Amended ABL Facility
The Company’s Asset-Based Lending Facility, as amended, (“Amended ABL Facility”) provides for revolving loans of up to $150 million (subject to a borrowing base), letters of credit of up to $30 million and up to $10 million for swingline borrowings. All borrowings under the Amended ABL Facility mature on June 24, 2019.
Borrowing availability under the Amended ABL Facility is determined by a monthly borrowing base collateral calculation that is based on specified percentages of the value of qualified cash, eligible inventory and eligible accounts receivable, less certain reserves and subject to certain other adjustments. At October 29, 2017 and October 30, 2016, the Company’s excess availability under the Amended ABL Facility was $140.0 million and $140.9 million, respectively. At October 29, 2017 and October 30, 2016, the Company had no revolving loans outstanding under the Amended ABL Facility. In addition, at October 29, 2017 and October 30, 2016, standby letters of credit related to certain insurance policies totaling approximately $10.0 million and $9.1 million, respectively.
The Amended ABL Facility contains a number of covenants that, among other things, limit or restrict the Company’s ability to dispose of assets, incur additional indebtedness, incur guarantee obligations, engage in sale and leaseback transactions, prepay other indebtedness, modify organizational documents and certain other agreements, create restrictions affecting subsidiaries, make dividends and other restricted payments, create liens, make investments, make acquisitions, engage in mergers, change the nature of their business and engage in certain transactions with affiliates.
The Amended ABL Facility includes a minimum fixed charge coverage ratio of one to one, which will apply if the Company fails to maintain a specified minimum borrowing capacity. The minimum level of borrowing capacity as of October 29, 2017 and October 30, 2016 was $21.0 million and $21.1 million, respectively. Although the Amended ABL Facility did not require any financial covenant compliance, at October 29, 2017 and October 30, 2016, the Company’s fixed charge coverage ratio as of those dates, which is calculated on a trailing twelve month basis, was 3.85:1.00 and 2.86:1.00, respectively.
Loans under the Amended ABL Facility bear interest, at our option, as follows:
| |
(1) | Base Rate loans at the Base Rate plus a margin. The margin ranges from 0.75% to 1.25% depending on the quarterly average excess availability under such facility, and |
| |
(2) | LIBOR loans at LIBOR plus a margin. The margin ranges from 1.75% to 2.25% depending on the quarterly average excess availability under such facility. |
“Base rate” is defined as the higher of the Wells Fargo Bank, 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.
During an event of default, loans under the Amended ABL Facility will bear interest at a rate that is 2% higher than the rate otherwise applicable.
Insurance Note Payable
As of October 29, 2017 and October 30, 2016, the Company had an outstanding note payable in the amount of $0.4 million and $0.5 million, respectively, related to financed insurance premiums. Insurance premium financings are generally secured by the unearned premiums under such policies.
12. CD&R FUNDS
On August 14, 2009, the Company entered into an Investment Agreement (as amended, the “Investment Agreement”), by and between the Company and Clayton, Dubilier & Rice Fund VIII L.P. (“CD&R Fund VIII”). In connection with the Investment Agreement and the Stockholders Agreement dated October 20, 2009 (the “Stockholders Agreement”), the CD&R Fund VIII and the Clayton, Dubilier & Rice Friends & Family Fund VIII, L.P. (collectively, the “CD&R Funds”) purchased convertible preferred stock, which was later converted to shares of our Common Stock on May 14, 2013.
On January 15, 2014, the CD&R Funds completed a registered underwritten offering, in which the CD&R Funds offered 8.5 million shares of Common Stock at a price to the public of $18.00 per share (the “2014 Secondary Offering”). The underwriters also exercised their option to purchase 1.275 million additional shares of Common Stock. The aggregate offering price for the 9.775 million shares sold in the 2014 Secondary Offering was approximately $167.6 million, net of underwriting discounts and
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NCI BUILDING SYSTEMS, INC.
commissions. The CD&R Funds received all of the proceeds from the 2014 Secondary Offering and no shares in the 2014 Secondary Offering were sold by NCI or any of its officers or directors (although certain of our directors are affiliated with the CD&R Funds).
On January 6, 2014, the Company entered into an agreement with the CD&R Funds to repurchase 1.15 million shares of its Common Stock at a price per share equal to the price per share paid by the underwriters to the CD&R Funds in the underwritten offering (the “2014 Stock Repurchase”). The 2014 Stock Repurchase, which was completed at the same time as the 2014 Secondary Offering, represented a private, non-underwritten transaction between NCI and the CD&R Funds that was approved and recommended by the Affiliate Transactions Committee of our boardBoard of directors. Following completionDirectors. Mr. Holland served as the President of the 2014 Stock Repurchase, NCI canceledInternational Copper Association from February 2012 until his retirement in November 2015. The International Copper Association is a marketing association for the shares repurchasedcopper industry. Mr. Holland has been the President of Greentree Advisors, LLC since October 2004. Mr. Holland was the President, Chief Operating Officer and Chief Financial Officer of MMFX Technologies Corporation, a privately held steel manufacturing firm, from 2008 until 2009. Prior to that, Mr. Holland was the Executive Vice President and Chief Financial Officer of Alternative Energy Sources, Inc., an ethanol producer, from August 2006 until June 2008. Mr. Holland previously was employed by Butler Manufacturing Company, a producer of pre-engineered building systems, supplier of architectural aluminum systems and components and provider of construction and real estate services for the nonresidential construction market, from 1980 until his retirement in 2004. Prior to his retirement from Butler, Mr. Holland served as Chairman of the Board from 2001 to 2004, as Chief Executive Officer from 1999 to 2004 and as President from 1999 to 2001. Mr. Holland currently serves as a director and on the audit committee of Cooper Tire & Rubber Co., and as a director and on the audit and compensation committees of Saia, Inc. (formerly SCS Transportation, Inc.). Mr. Holland holds B.S. and M.B.A. degrees from the CD&R Funds, resulting inUniversity of Kansas and is a $19.7 million decrease in both additional paid-in capital and treasury stock during the fiscal year ended November 2, 2014.
On July 25, 2016, the CD&R Funds completed a registered underwritten offering, in which the CD&R Funds offered 9.0 million shares of our Common Stock at a price to thecertified public
of $16.15 per share (the “2016 Secondary Offering”). The underwriters also exercised their option to purchase 1.35 million additional shares of our Common Stock from the CD&R Funds. The aggregate offering price for the 10.35 million shares soldaccountant.Director Qualifications: Mr. Holland’s extensive career in the 2016 Secondary Offering was approximately $160.1 million, netmetal building industry, including his role as a chief executive officer of underwriting discountsa public company, provides the Board with perspective on the particular strategic, manufacturing, sales and commissions. The CD&R Funds received all ofmarketing, compensation and personnel issues faced by companies in our industry. Further, Mr. Holland’s extensive financial and accounting background as a former chief financial officer and a certified public accountant provides the proceeds from the 2016 Secondary Offering and no shares in the 2016 Secondary Offering were sold by the Company or any of its officers or directors (although certain of our directors are affiliatedAudit Committee with the CD&R Funds). In connection with the 2016 Secondary Offering and the 2016 Stock Repurchase (as defined below), we incurred approximately $0.7 million in expenses, which were included in engineering, selling, general and administrative expenses in the consolidated statements of operations for the fiscal year endedvaluable expertise.
Lawrence J. Kremer
Mr. Kremer, age 77, has served as a director since October 30, 2016.
On July 18, 2016, the Company entered into an agreement with the CD&R Funds to repurchase approximately 2.9 million shares of our Common Stock at the price per share equal to the price per share paid by the underwriters to the CD&R Funds in the underwritten offering (the “2016 Stock Repurchase”). The 2016 Stock Repurchase, which was completed concurrently with the 2016 Secondary Offering, represented a private, non-underwritten transaction between the Company and the CD&R Funds that was approved and recommended by2009. Mr. Kremer serves on the Affiliate Transactions Committee of our boardBoard of directors. See Note 18 — Stock Repurchase Program.
At October 29, 2017Directors. Mr. Kremer retired in 2007 from Emerson Electric Co., having served as Corporate Vice President of Global Materials. Prior to that, Mr. Kremer was employed by Whirlpool Corporation, a worldwide producer of appliances, as Senior Vice President of International Operations and
October 30, 2016, the CD&R Funds owned approximately 43.8%Global Materials. Mr. Kremer currently serves as a director of Fifth Third Bank Southern Region and
42.3%, respectively,St. Mary’s Hospital System, a Midwest Regional Hospital. Mr. Kremer previously served as Chairman of the
outstanding sharesBoard of Trustees of the University of Evansville. Mr. Kremer holds a B.S. and an M.B.A. from the University of Evansville.Director Qualifications: Mr. Kremer’s leadership roles in global manufacturing bring to our Board of Directors an understanding of the global business environment and valuable insight into the operations of large, complex manufacturing operations.
John Krenicki
Mr. Krenicki, age 56, has served as lead director since November 16, 2018. He serves on the Compensation Committee, as Chair of the Nominating & Corporate Governance Committee and as Chair of the Executive Committee of our Common Stock.Board of Directors. Mr. Krenicki served as Lead Director of Ply Gem Holdings, Inc. from April 16, 2018 until the consummation of the Merger (as defined below). He is currently a Director at Devon Energy Corp. Mr. Krenicki served as Vice Chairman of GE and as President and Chief Executive Officer of GE Energy (“GE”) from July 2005 until December 2012. His responsibilities included oversight of GE’s oil and gas, power and water and energy management businesses. He also serves as chairman of Brand Industrial Services Inc., Wilsonart International Holdings LLC, and PowerTeam Services. He was a Member of GE’s Corporate Executive Council and the GE Capital Board of Directors. He previously served as chairman of ServiceMaster Global Holdings and CHC Group and as a director of Hess Corp. He is a member of the National Petroleum Council. He earned a B.S. degree in Mechanical Engineering from the University of Connecticut. He received an M.S. degree in Management from Purdue University.
13. RELATED PARTIES
PursuantDirector Qualifications: Mr. Krenicki’s leadership roles in diverse manufacturing and services enterprises bring to our Board of Directors an understanding of the global business environment, investment judgment, and valuable insight into the operations of large, complex manufacturing operations.
George Martinez
Mr. Martinez, age 77, has served as a director since March 2003. He serves on the Audit Committee and the Affiliate Transactions Committee of our Board of Directors. Mr. Martinez is the Chairman and Chief Executive Officer of Allegiance Bancshares, Inc., a publicly traded bank holding company (ABTX Nasdaq) which owns Allegiance Bank, a Texas banking association headquartered in Houston, Texas that opened for business in October 2007. He has been active as a bank executive in Houston for over 40 years and is the former Chairman of Sterling Bancshares, Inc., a publicly traded bank holding company (SBIB Nasdaq). Mr. Martinez served as President of Chrysalis Partners, LLC, a performance consulting firm, from 1999 to 2008. He serves his community on the boards of directors of the University of St. Thomas and Collaborative for Children. Mr. Martinez has a B.A. in Business Administration and Economics from Rice University.
Director Qualifications: Mr. Martinez’s background and experience in performance consulting and as an executive in the banking industry allow him to provide to the Investment AgreementBoard valuable financial, accounting and operational expertise. Additionally, having served as a member of our Board of Directors since 2003, Mr. Martinez has a high degree of familiarity with our business, operations and culture.
James S. Metcalf
Mr. Metcalf, age 61, has served as a director since May 2017, as the Chairman of our Board of Directors since January 1, 2018 and as our Chief Executive Officer since November 16, 2018. He serves on the Executive Committee, the Routine Transaction Committee, and the Stockholders Agreement,Affiliate Transactions Committee of our Board of Directors. Mr. Metcalf retired in October 2016 as the CD&R Funds haveChairman, President and Chief Executive Officer of USG Corporation. At the righttime of his retirement, he had served as Chairman since December 2011 and had served as Chief Executive Officer and President since January 2011. From January 2006 through January 2011, he was President and Chief Operating Officer of USG. Prior to designatethat, Mr. Metcalf held many positions at USG including president, Building Systems; president and chief executive officer, L&W Supply; senior vice president, Sales and Marketing, USG Interiors, Inc.; vice president, National Accounts, United States Gypsum Company; director, Retail Marketing, USG Corporation; director, Retail Sales, USG Interiors, Inc.; and national accounts manager, United States Gypsum Company. Mr. Metcalf is a numberdirector of directors to NCI’sTenneco Inc. Mr. Metcalf is a policy advisory board member for the Joint Center for Housing Studies at Harvard University. Mr. Metcalf holds a bachelor’s degree from The Ohio State University. He also holds a master’s degree in business administration from Pepperdine University and Stanford University SEP.
Director Qualifications: Mr. Metcalf’s extensive career in a building materials company, including his former role as a chief executive officer and chairman of its board of directors, that is equivalentprovides him with the necessary skills to be Chairman of our Board of Directors. As a result of his experience, he has a deep understanding of the CD&R Funds’ percentage interestindustry in which we participate and insight into corporate governance practices, strategy, operations, finance, technology, innovation, and compensation policies and practices generally and, as our Chief Executive Officer for the last two months, our Company in particular.
Timothy O’Brien
Mr. O’Brien, age 55, has served as a director since November 16, 2018. He serves on the Nominating & Corporate Governance Committee of our Board of Directors. Mr. O’Brien has served as the President and Chief Executive Officer of Wilsonart Engineered Surfaces since January 2013. Prior to joining Wilsonart, Tim served as Vice President and General Manager of SABIC Innovative Plastic, responsible for the engineering resins business in the Company. Among other directors appointed byAmericas and Europe. SABIC Innovative Plastics, a business unit of Saudi Basic Industries Corporation (“SABIC”), was founded in 2007 with the CD&R Funds,acquisition of GE Plastics. Prior to SABIC, Tim began his career at General Electric as a Sales Representative for GE Lighting. Throughout his 24-year career at GE, he also held roles of increasing responsibility in Sales, Production Management and General Management, including Vice President of Sales and Distribution Operations for the Asia Pacific, based in Singapore. Mr. O’Brien ultimately served as Senior Vice President for Commercial Finance with GE Capital until 2003, running a global computer leasing business. Mr. O’Brien earned his Bachelor’s Degree from Northeastern University in Massachusetts and his MBA from Baldwin Wallace College in Ohio.
Director Qualifications: Mr. O’Brien’s leadership roles in global manufacturing bring to our boardBoard of directors appointed toDirectors an understanding of the boardglobal business environment and valuable insight into the operations of directors James G. Berges, large, complex manufacturing operations.
Nathan K. Sleeper
Mr. Sleeper, age 45, has served as a director since October 2009. Mr. Sleeper serves on the Compensation Committee and Jonathan L. Zrebiec. Messrs. Berges,the Executive Committee of our Board of Directors. Mr. Sleeper and Zrebiec are partnersis a partner of Clayton, Dubilier & Rice, LLC (“CD&R, LLC”), an affiliate of the CD&R Funds.
As a result of their respective positions with CD&R, LLC and its affiliates, one or more of Messrs. Berges, Sleeper and Zrebiec may be deemed to have an indirect material interest in certain agreements executed in connection with the Equity Investment. Messrs. Berges, Sleeper and Zrebiec may be deemed to have an indirect material interest in the following agreements:
the Investment Agreement, pursuant to which the CD&R Funds acquired a 68.4% interest in the Company, CD&R Fund VIII’s transaction expenses were reimbursed and a deal fee of $8.25 million was paid to CD&R, Inc., the predecessorsuccessor to the investment management business of CD&R,
Inc., which he joined in 2000. Prior to joining CD&R, Inc., he was employed by Goldman, Sachs & Co. in the Investment Banking Division. He has also been employed by Tiger Management. He currently serves as a director of PowerTeam Services LLC,
Wilsonart International Holdings LLC, Brand Energy & Infrastructure Services, Inc., Beacon Roofing Supply, Inc., a public company, SunSource Holdings, Inc., and Core & Main LP. Mr. Sleeper was a director of Atkore International Group, Inc., a public company, HD Supply Holdings, Inc., a public company, Hussmann International, Inc., U.S. Foods, Inc., Hertz Global Holdings, a public company, and CHC Group Ltd. Mr. Sleeper holds a B.A. from Williams College and an M.B.A. from Harvard Business School.Director Qualifications: Mr. Sleeper’s broad experience in the financial and investment communities brings to our Board of Directors important insights into business strategy and areas to improve our financial performance.
Jonathan L. Zrebiec
Mr. Zrebiec, age 39, has served as a director since November 2009. Mr. Zrebiec is a partner of CD&R, LLC, having joined CD&R, Inc. in 2004. He serves on the Routine Transaction Committee of our Board of Directors. Prior to joining CD&R, Inc., he was employed by Goldman, Sachs & Co. in the Investment Banking Division. He currently serves as a director of Atkore International Group, Inc., a public company, Wilsonart International Holdings LLC, Brand Energy & Infrastructure Services, Inc., Core & Main LP and SunSource Holdings, Inc. Mr. Zrebiec was a director of Roofing Supply Group, LLC from May 2012 to September 2015 and was a director of Hussmann International, Inc. from October 20, 2009;2011 to April 2016. Mr. Zrebiec holds a B.S. in Economics from the University of Pennsylvania and holds an M.B.A. from Columbia University.
Director Qualifications: Mr. Zrebiec’s experience in the financial and investing community provides our Board with insight into business strategy, improving financial performance and the economic environment in which we operate. Mr. Zrebiec is a CD&R Investor Nominee (as defined in the New Stockholders Agreement).
Executive Officers
Our current executive officers are as follows:
| Name | | Position |
| | |
| James S. Metcalf | | Chairman and Chief Executive Officer |
| Brian P. Boyle | | Senior Vice President, Chief Accounting Officer and Treasurer |
| John L. Buckley | | President, Siding Business Unit - Residential |
| Todd R. Moore | | Executive Vice President, Chief Legal, Risk & Compliance Officer and Corporate Secretary |
| Shawn K. Poe | | Executive Vice President, Chief Financial Officer |
| Donald R. Riley | | Chief Executive Officer, Commercial Business Unit and Head of Supply Chain & Technology |
| Arthur W. Steinhafel | | President, U.S. Windows Business Unit - Residential |
| Katy K. Theroux | | Executive Vice President, Chief Human Resources Officer |
Information concerning the Stockholders Agreement, which sets forth certain termsbusiness experience of Mr. James S. Metcalf is provided under the section titled “Board of Directors.”
Brian P. Boyle, age 46, has served as Senior Vice President, Chief Accounting Officer and conditions regardingTreasurer since November 16, 2018. Mr. Boyle was Ply Gem Industries, Inc.’s Chief Accounting Officer and Treasurer from 2016 until November 16, 2018. Prior to this role, Mr. Boyle served as Ply Gem’s Corporate Controller from 2008-2016 participating in Ply Gem’s initial public offering process in 2013. Prior to joining Ply Gem, Mr. Boyle was a senior manager in the Equity Investmentaudit practice with PricewaterhouseCoopers LLP in Raleigh, NC working predominantly with manufacturing clients. Mr. Boyle graduated from the University of North Carolina-Chapel Hill in 1995 with a BSBA and a Master of Accounting.
John L. Buckley, age 54, has served as our President, Siding Business Unit - Residential (formerly known as the Siding Division) since November 16, 2018. Prior to that, Mr. Buckley served as Ply Gem Industries, Inc.’s President of Siding, Fencing and Stone group from 2012 until November 16, 2018. Mr. Buckley joined Ply Gem in 1999, and prior to his appointment as President of the Siding, Fencing and Stone group he had served as Senior Vice President of Sales for Ply Gem’s siding and accessories subsidiaries. Prior to joining Ply Gem, Mr. Buckley worked for CertainTeed from 1991 to 1999, holding a variety of sales management positions. Mr. Buckley currently serves as the Chairman of the VSI Board of Directors and Chairman of the VSI Steering Committee and Primary Marketing Committee. Mr. Buckley received a BA in communications from the University of Michigan in 1986, and a MSA from Madonna University in 1991.
Todd R. Moore, age 59, has served as our Executive Vice President, Chief Legal, Risk & Compliance Officer and Corporate Secretary since May 2017. Mr. Moore served as our Executive Vice President and General Counsel from December 2007 to May 2017, and as our Vice President and General Counsel from March 2003 to December 2007. Mr. Moore has served as a Vice President and General Counsel of all NCI divisions since January 1999 and as our Corporate Secretary since March 2005. Before joining NCI in January 1999, Mr. Moore was a partner in the Trial Section of Gardere Wynne Sewell LLP, a law firm based in Texas. Mr. Moore has a B.A. in Political Science from Southern Methodist University and a J.D. from the University of Tulsa College of Law. He is licensed to practice law in the State of Texas.
Shawn K. Poe, age 56, has served as Executive Vice President, Chief Financial Officer since November 16, 2018. Mr. Poe was Chief Financial Officer and Executive Vice President of Ply Gem Holdings, Inc. from August 2004 until November 16, 2018. He served as Vice President of Finance of Ply Gem Holdings Inc. from March 2000 to August 2004. He served as Corporate Controller and various other accounting positions at Nordyne, Inc., joining in 1990. Mr. Poe graduated from Southeast Missouri State University in 1984 with a BS in Accounting. Mr. Poe graduated from Fontbonne College in 1994 with an MBA.
Donald R. Riley, age 56, has served as our Chief Executive Officer, Commercial Business Unit (formerly known as the NCI Division) and Head of Supply Chain & Technology since November 2018. Mr. Riley served as our Chief Executive Officer from July 2017 to November 2018, as President from January 2016 to November 2018 and as President of our Group Business Segment from December 2014 to January 2016. Mr. Riley has also served on the Board of Directors and on certain actionsits Executive Committee from July 2017 to November 2018. Before joining NCI, Mr. Riley was employed by Probuild Holdings, LLC, a supplier of building materials to production builders, custom builders, local contractors and project oriented consumers, where he served as Executive Vice President from November 2011 to November 2014. As Executive Vice President, Mr. Riley managed the supply chain, manufacturing, construction services, marketing, pricing, information technology, strategy and business project management office functions. Prior to joining Probuild Holdings, Mr. Riley was employed by Mohawk Industries, Inc., a floor covering company, from September 2004 to November 2011, serving in various capacities such as Chief Information Officer, Senior Vice President Logistics, and Interim Flooring Executive Vice President Customer Experience. At Mohawk Industries, Mr. Riley was responsible for its global information systems, North America logistic functions, and the flooring segment’s customer service function. Mr. Riley has a B.S. in Engineering from the University of Tennessee at Knoxville.
Arthur W. Steinhafel, age 52, has served as President, U.S. Windows Business Unit - Residential (formerly known as the U.S. Windows Division) since November 16, 2018. Prior to that, Mr. Steinhafel served as Ply Gem Industries, Inc.’s President of U.S. Windows and Doors group from 2013 to November 15, 2018. Mr. Steinhafel joined Ply Gem in 2010, and prior to his appointment to President of the CD&R FundsPly Gem’s U.S. Window and their controlled affiliatesDoor group had served as Senior Vice President of Sales for Ply Gem’s U.S. Window and Door group. Prior to joining Ply Gem, Mr. Steinhafel worked for Atrium Windows from 2008 to 2010 as President of the Central Region and for Peachtree Window Companies in various capacities from 1999 to 2007. Mr. Steinhafel received a BS in Industrial Technology from the University of Wisconsin-Stout in 1992.
Katy K. Theroux, age 50, has served as our Executive Vice President, Chief Human Resources Officer since November 2018. Ms. Theroux served as our Executive Vice President, Corporate Marketing and Chief Human Resources Officer from July 2017 to November 2018, and as our Vice President, Chief Human Resources officer from September 2014 to June 2017. Before joining NCI, Ms. Theroux was employed by 1WORLDSYNC, where she served as Chief Marketing and Administrative Officer from 2012 to 2013, and was responsible for the integration of two multinational technology services companies. Prior to joining 1WORLDSYNC, Ms. Theroux served as Senior Vice President, Customer Engagement & Solutions for its parent, GS1 US and 1SYNC from 2007 to 2012, and was responsible for customer support, marketing, human resources and facilities shared services for all operating units. Ms. Theroux also served as its Chief Human Resources Officer from 2006 to 2012. Ms. Theroux served as Chairman of the Board of Peirce College until June 2015. Ms. Theroux has a B.S. from Syracuse University and an M.B.A. from Saint Peter’s University.
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Exchange Act requires our directors and officers and persons who beneficially own more than 10% of any of our equity securities to file initial reports of ownership and reports of changes in ownership with the SEC. Our employees prepare these reports for our directors and executive officers who request it on the basis of the information obtained from them and from NCI’s records. Our directors and officers are required by the Exchange Act to furnish us with copies of all Section 16(a) forms they file.
To the Company’s knowledge, based solely on our review of the copies of the forms received by us with respect to the Company, and to provide for, among other things, subscription rights, corporate governance rights and consent rights as well as other obligations and rights;
a Registration Rights Agreement, dated as of October 20, 2009 (the “Registration Rights Agreement”), between the Company and the CD&R Funds, pursuant to which the Company granted to the CD&R Funds, together with any other stockholder of the Company that may become a party to the Registration Rights Agreement in accordance with its terms, certain customary registration rights with respect to the shares of our Common Stock held by the CD&R Funds; and
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NCI BUILDING SYSTEMS, INC.
an Indemnification Agreement, dated as of October 20, 2009 between the Company, NCI Group, Inc., a wholly owned subsidiary of the Company, Robertson-Ceco II Corporation, a wholly owned subsidiary of the Company, the CD&R Funds and CD&R, Inc., pursuant to which the Company, NCI Group, Inc. and Robertson-Ceco II Corporation agreed to indemnify CD&R, Inc., the CD&R Funds and their general partners, the special limited partner of CD&R Fund VIII and any other investment vehicle that is a stockholder of the Company and is managed by CD&R, Inc.Fiscal 2018, or any of its affiliates, their respective affiliates and successors and assigns and the respective directors, officers, partners, members, employees, agents, representatives and controlling persons of each of them, or of their respective partners, members and controlling persons, against certain liabilities arising out of the Equity Investment and transactions in connection with the Equity Investment, including, but not limited to, the Credit Agreement, the Amended ABL Facility, the Exchange Offer, and certain other liabilities and claims.
14. FAIR VALUE OF FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS
Fair Value of Financial Instruments
The carrying amounts of cash and cash equivalents, restricted cash, trade accounts receivable and accounts payable approximate fair value as of October 29, 2017 and October 30, 2016 because of the relatively short maturity of these instruments. The fair values of the remaining financial instruments not currently recognized at fair value on our consolidated balance sheets at the respective fiscal year ends were (in thousands):
|
| | | | | | | | | | | | | | | |
| | October 29, 2017 | | October 30, 2016 |
| | Carrying
Amount | | Fair
Value | | Carrying
Amount | | Fair
Value |
| Credit agreement, due June 2022 | $ | 144,147 |
| | $ | 144,147 |
| | $ | 154,147 |
| | $ | 154,147 |
|
| 8.25% senior notes, due January 2023 | $ | 250,000 |
| | $ | 267,500 |
| | $ | 250,000 |
| | $ | 272,500 |
|
The fair values of the Credit Agreement and the Notes were based on recent trading activities of comparable market instruments, which are level 2 inputs.
Fair Value Measurements
ASC Subtopic 820-10, Fair Value Measurements and Disclosures, requires us to use valuation techniques to measure fair value that maximize the use of observable inputs and minimize the use of unobservable inputs. These inputs are prioritized as follows:
Level 1: Observable inputs such as quoted prices for identical assets or liabilities in active markets.
Level 2: Other inputs that are observable directly or indirectly, such as quoted prices for similar assets or liabilities or market-corroborated inputs.
Level 3: Unobservable inputs for which there is little or no market data and which require us to develop our own assumptions about how market participants would price the assets or liabilities.
The following is a description of the valuation methodologies used for assets and liabilities measured at fair value. There have been no changes in the methodologies used at October 29, 2017 and October 30, 2016.
Money market: Money market funds have original maturities of three months or less. The original cost of these assets approximates fair value due to their short-term maturity.
Mutual funds: Mutual funds are valued at the closing price reported in the active market in which the mutual fund is traded.
Assets held for sale: Assets held for sale are valued based on current market conditions, prices of similar assets in similar condition and expected proceedswritten representations from the salereporting persons, we believe that all Section 16(a) executive officers, directors and greater than 10% beneficial stockholders of the assets.
Deferred compensation plan liability: Deferred compensation plan liability is comprisedNCI complied with applicable Section 16(a) requirements during Fiscal 2018; except that one report, covering one transaction, was filed late by Mr. Metcalf.Code of phantom investments in the deferred compensation plan and is valued at the closing price reported in the active markets in which the money market and mutual funds are traded.
The following tables summarize information regarding our financial assets and liabilities that are measured at fair value on a recurring basis as of October 29, 2017 and October 30, 2016, segregated by level of the valuation inputs within the fair value hierarchy utilized to measure fair value (in thousands):
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NCI BUILDING SYSTEMS, INC.
|
| | | | | | | | | | | | | | | |
| | Recurring fair value measurements |
| | October 29, 2017 |
| | Level 1 | | Level 2 | | Level 3 | | Total |
| Assets: | | | | | | | |
Short-term investments in deferred compensation plan(1): | | | | | | | |
| Money market | $ | 1,114 |
| | $ | — |
| | $ | — |
| | $ | 1,114 |
|
| Mutual funds – Growth | 958 |
| | — |
| | — |
| | 958 |
|
| Mutual funds – Blend | 1,948 |
| | — |
| | — |
| | 1,948 |
|
| Mutual funds – Foreign blend | 915 |
| | — |
| | — |
| | 915 |
|
| Mutual funds – Fixed income | — |
| | 1,546 |
| | — |
| | 1,546 |
|
| Total short-term investments in deferred compensation plan | 4,935 |
| | 1,546 |
| | — |
| | 6,481 |
|
| Total assets | $ | 4,935 |
| | $ | 1,546 |
| | $ | — |
| | $ | 6,481 |
|
| | | | | | | | |
| Liabilities: | | | | | | | |
| Deferred compensation plan liability | $ | — |
| | $ | 4,923 |
| | $ | — |
| | $ | 4,923 |
|
| Total liabilities | $ | — |
| | $ | 4,923 |
| | $ | — |
| | $ | 4,923 |
|
|
| | | | | | | | | | | | | | | |
| | Recurring fair value measurements |
| | October 30, 2016 |
| | Level 1 | | Level 2 | | Level 3 | | Total |
| Assets: | | | | | | | |
Short-term investments in deferred compensation plan(1): | | | | | | | |
| Money market | $ | 422 |
| | $ | — |
| | $ | — |
| | $ | 422 |
|
| Mutual funds – Growth | 773 |
| | — |
| | — |
| | 773 |
|
| Mutual funds – Blend | 3,118 |
| | — |
| | — |
| | 3,118 |
|
| Mutual funds – Foreign blend | 730 |
| | — |
| | — |
| | 730 |
|
| Mutual funds – Fixed income | — |
| | 705 |
| | — |
| | 705 |
|
| Total short-term investments in deferred compensation plan | 5,043 |
| | 705 |
| | — |
| | 5,748 |
|
| Total assets | $ | 5,043 |
| | $ | 705 |
| | $ | — |
| | $ | 5,748 |
|
| | | | | | | | |
| Liabilities: | | | | | | | |
| Deferred compensation plan liability | $ | — |
| | $ | 3,847 |
| | $ | — |
| | $ | 3,847 |
|
| Total liabilities | $ | — |
| | $ | 3,847 |
| | $ | — |
| | $ | 3,847 |
|
| |
(1) | The unrealized holding gain (loss) was insignificant for fiscal years ended October 29, 2017 and October 30, 2016. |
15. INCOME TAXES
Income tax expense is based on pretax financial accounting income. Deferred income taxes are recognized for the temporary differences between the recorded amounts of assets and liabilities for financial reporting purposes and such amounts for income tax purposes.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NCI BUILDING SYSTEMS, INC.
The income tax provision for the fiscal years ended 2017, 2016 and 2015, consisted of the following (in thousands): |
| | | | | | | | | | | |
| | Fiscal Year Ended |
| | October 29,
2017 | | October 30,
2016 | | November 1,
2015 |
| Current: | | | | | |
| Federal | $ | 23,885 |
| | $ | 22,602 |
| | $ | 12,366 |
|
| State | 3,218 |
| | 3,179 |
| | 336 |
|
| Foreign | 445 |
| | 838 |
| | 1,638 |
|
| Total current | 27,548 |
| | 26,619 |
| | 14,340 |
|
| Deferred: | | | | | |
| Federal | (358 | ) | | 105 |
| | (5,193 | ) |
| State | 769 |
| | 1,380 |
| | 91 |
|
| Foreign | 455 |
| | (167 | ) | | (266 | ) |
| Total deferred | 866 |
| | 1,318 |
| | (5,368 | ) |
| Total provision | $ | 28,414 |
| | $ | 27,937 |
| | $ | 8,972 |
|
The reconciliation of income tax computed at the United States federal statutory tax rate to the effective income tax rate is as follows:
|
| | | | | | | | |
| | Fiscal Year Ended |
| | October 29,
2017 | | October 30,
2016 | | November 1,
2015 |
| Statutory federal income tax rate | 35.0 | % | | 35.0 | % | | 35.0 | % |
| State income taxes | 3.2 | % | | 3.8 | % | | 1.6 | % |
| Production activities deduction | (3.1 | )% | | (3.4 | )% | | (6.4 | )% |
| Non-deductible expenses | 0.9 | % | | 1.3 | % | | 4.1 | % |
| Other | (1.8 | )% | | (1.3 | )% | | (0.8 | )% |
| Effective tax rate | 34.2 | % | | 35.4 | % | | 33.5 | % |
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NCI BUILDING SYSTEMS, INC.
Deferred income taxes reflect the net impact of temporary differences between the amounts of assets and liabilities recognized for financial reporting purposes and such amounts recognized for income tax purposes. The tax effects of the temporary differences for fiscal 2017 and 2016 are as follows (in thousands):
|
| | | | | | | |
| | October 29,
2017 | | October 30,
2016 |
| Deferred tax assets: | | | |
| Inventory obsolescence | $ | 2,680 |
| | $ | 2,195 |
|
| Bad debt reserve | 1,686 |
| | 1,094 |
|
| Accrued and deferred compensation | 16,003 |
| | 22,339 |
|
| Accrued insurance reserves | 1,816 |
| | 2,054 |
|
| Deferred revenue | 10,260 |
| | 10,440 |
|
| Net operating loss and tax credit carryover | 3,686 |
| | 4,301 |
|
| Depreciation and amortization | 434 |
| | 473 |
|
| Pension | 6,510 |
| | 6,568 |
|
| Other reserves | 716 |
| | 502 |
|
| Total deferred tax assets | 43,791 |
| | 49,966 |
|
| Less valuation allowance | — |
| | (210 | ) |
| Net deferred tax assets | 43,791 |
| | 49,756 |
|
| Deferred tax liabilities: | | | |
| Depreciation and amortization | (42,632 | ) | | (44,292 | ) |
| U.S. tax on unremitted foreign earnings | (1,107 | ) | | (1,107 | ) |
| Other | (1,805 | ) | | (58 | ) |
| Total deferred tax liabilities | (45,544 | ) | | (45,457 | ) |
| Total deferred tax (liability) asset, net | $ | (1,753 | ) | | $ | 4,299 |
|
We carry out our business operations through legal entities in the U.S., Canada, Mexico and China. These operations require that we file corporate income tax returns that are subject to U.S., state and foreign tax laws. We are subject to income tax audits in these multiple jurisdictions.
As of October 29, 2017, the $3.6 million net operating loss and tax credit carryforward included $0.5 million for U.S. state loss carryforwards. The state net operating loss carryforwards will expire in 2018 to 2028, if unused. As of October 29, 2017, our foreign operations have a net operating loss carryforward of approximately $11.6 million, representing $3.1 million of the $3.6 million deferred tax asset related to net operating loss and tax credit carryovers, that will start to expire in fiscal 2026, if unused.
The following table represents the rollforward of the valuation allowance on deferred taxes activity for the fiscal years ended October 29, 2017, October 30, 2016 and November 1, 2015 (in thousands):
|
| | | | | | | | | | | |
| | October 29,
2017 | | October 30,
2016 | | November 1,
2015 |
| Beginning balance | $ | 210 |
| | $ | 115 |
| | $ | — |
|
| (Reductions) additions | (210 | ) | | 95 |
| | 115 |
|
| Ending balance | $ | — |
| | $ | 210 |
| | $ | 115 |
|
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NCI BUILDING SYSTEMS, INC.
Uncertain tax positions
There were no unrecognized tax benefits at October 29, 2017 and October 30, 2016. We do not anticipate any material change in the total amount of unrecognized tax benefits to occur within the next twelve months.
The following table summarizes the activity related to the Company’s unrecognized tax benefits during fiscal 2016 (in thousands):
|
| | | | |
| | | October 30,
2016 |
| Unrecognized tax benefits at beginning of year | | $ | 143 |
|
| Reductions resulting from expiration of statute of limitations | | (143 | ) |
| Unrecognized tax benefits at end of year | | $ | — |
|
We recognize interest and penalties related to uncertain tax positions in income tax expense. To the extent accrued interest and penalties do not ultimately become payable, amounts accrued will be reduced and reflected as a reduction of the overall income tax provision in the period that such determination is made. We did not have any accrued interest and penalties related to uncertain tax positions as of October 29, 2017.
We file income tax returns in the U.S. federal jurisdiction and multiple state and foreign jurisdictions. Our tax years are closed with the IRS through the year ended October 28, 2013, as the statute of limitations related to these tax years has closed. In addition, open tax years related to state and foreign jurisdictions remain subject to examination but are not considered material.
16. ACCUMULATED OTHER COMPREHENSIVE LOSS
Accumulated other comprehensive loss consists of the following (in thousands):
|
| | | | | | | |
| | October 29,
2017 | | October 30,
2016 |
| Foreign exchange translation adjustments | $ | 3 |
| | $ | (195 | ) |
| Defined benefit pension plan actuarial losses, net of tax | (7,534 | ) | | (10,358 | ) |
| Accumulated other comprehensive loss | $ | (7,531 | ) | | $ | (10,553 | ) |
17. OPERATING LEASE COMMITMENTS
We have operating lease commitments expiring at various dates, principally for real estate, office space, office equipment and transportation equipment. Certain of these operating leases have purchase options that entitle us to purchase the respective equipment at fair value at the end of the lease. In addition, many of our leases contain renewal options at rates similar to the current arrangements. As of October 29, 2017, future minimum rental payments related to noncancellable operating leases are as follows (in thousands):
|
| | | |
| 2018 | $ | 12,690 |
|
| 2019 | 7,653 |
|
| 2020 | 5,794 |
|
| 2021 | 4,212 |
|
| 2022 | 3,241 |
|
| Thereafter | 10,330 |
|
Rental expense incurred from operating leases, including leases with terms of less than one year, for 2017, 2016 and 2015 was $19.4 million, $17.8 million and $15.2 million, respectively.
18. STOCK REPURCHASE PROGRAM
Our board of directors authorized two stock repurchase programs during the fiscal year ended October 30, 2016, which were publicly announced on January 20, 2016 and September 8, 2016. Together, these stock repurchase programs authorized for up to an aggregate of $106.3 million of the Company’s Common Stock.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NCI BUILDING SYSTEMS, INC.
On July 18, 2016, the Company entered into an agreement with the CD&R Funds to repurchase approximately 2.9 million shares of our Common Stock for $45.0 million based on the price per share paid by the underwriters to the CD&R Funds in the 2016 Secondary Offering. The 2016 Stock Repurchase (as defined in Item 1. Business) represented a private, non-underwritten transaction between the Company and the CD&R Funds that was approved and recommended by the Affiliate Transactions Committee of our board of directors. The closing of the 2016 Stock Repurchase occurred on July 25, 2016 concurrently with the closing of the 2016 Secondary Offering. The 2016 Stock Repurchase was funded by the Company’s cash on hand.
On October 10, 2017, the Company announced that that its board of directors authorized a new stock repurchase program for up to an aggregate of $50.0 million of the Company’s Common Stock.
In addition to the 2016 Stock Repurchase, the Company repurchased 1.6 million shares of its Common Stock for $17.9 million during fiscal 2016 and 2.8 million shares of its Common Stock for $41.2 million during fiscal 2017 through open-market purchases under the authorized stock repurchase programs. As of October 29, 2017, approximately $52.2 million remains available for stock repurchases under the programs authorized in September 2016 and October 2017. The authorized programs have no time limit on their duration, but our Credit Agreement, Amended ABL Facility, and Notes apply certain limitations on our repurchase of shares of our Common Stock. The timing and method of any repurchases, which will depend on a variety of factors, including market conditions, are subject to results of operations, financial conditions, cash requirements and other factors, and may be suspended or discontinued at any time.
In addition to the Common Stock repurchases, the Company also withheld shares of restricted stock to satisfy minimum tax withholding obligations arising in connection with the vesting of restricted stock units, which are included in treasury stock purchases in the consolidated statements of stockholders’ equity.
The Company canceled 4.0 million of the total shares repurchased during fiscal 2016 as well as 0.4 million shares repurchased in prior fiscal years that had been held in treasury stock, resulting in a $62.3 million decrease in both additional paid in capital and treasury stock during the fiscal year ended October 30, 2016. During the fiscal year ended October 29, 2017, the Company canceled 3.0 million of the total shares repurchased during fiscal 2017 as well as 0.4 million shares repurchased in the prior fiscal year that had been held in treasury stock, resulting in a $50.6 million decrease in both additional paid in capital and treasury stock. Changes in treasury stock, at cost, were as follows (in thousands):
|
| | | | | | |
| | Number of
Shares | | Amount |
| Balance, November 2, 2014 | 239 |
| | $ | 4,203 |
|
| Purchases | 208 |
| | 3,320 |
|
| Balance, November 1, 2015 | 447 |
| | $ | 7,523 |
|
| Purchases | 4,590 |
| | 64,015 |
|
| Issuance of restricted stock | 162 |
| | — |
|
| Retirements | (4,424 | ) | | (62,279 | ) |
| Balance, October 30, 2016 | 775 |
| | $ | 9,259 |
|
| Purchases | 2,958 |
| | 43,603 |
|
| Issuance of restricted stock | 20 |
| | — |
|
| Retirements | (3,444 | ) | | (50,587 | ) |
| Deferred compensation obligation | (18 | ) | | (135 | ) |
| Balance, October 29, 2017 | 291 |
| | $ | 2,140 |
|
19. EMPLOYEE BENEFIT PLANS
Defined Contribution Plan — We have a 401(k) profit sharing plan (the “Savings Plan”) that allows participation for all eligible employees. The Savings Plan allows us to match between 50% and 100% of the participant’s contributions up to 6% of a participant’s pre-tax deferrals, based on a calculation of the Company’s annual return-on-assets. Contributions expense for the fiscal years ended October 29, 2017, October 30, 2016 and November 1, 2015 was $6.1 million, $5.7 million and $5.1 million, respectively, for matching contributions to the Savings Plan.
Deferred Compensation Plan — We have an Amended and Restated Deferred Compensation Plan (as amended and restated, the “Deferred Compensation Plan”) that allows our officers and key employees to defer up to 80% of their annual salary and
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NCI BUILDING SYSTEMS, INC.
up to 90% of their bonus on a pre-tax basis until a specified date in the future, including at or after retirement. Additionally, the Deferred Compensation Plan allows our directors to defer up to 100% of their annual fees and meeting attendance fees until a specified date in the future, including at or after retirement. The Deferred Compensation Plan also permits us to make contributions on behalf of our key employees who are impacted by the federal tax compensation limits under the NCI 401(k) plan, and to receive a restoration matching amount which, under the current NCI 401(k) terms, mirrors our 401(k) profit sharing plan matching levels based on our Company’s performance. The Deferred Compensation Plan provides for us to make discretionary contributions to employees who have elected to defer compensation under the plan. Deferred Compensation Plan participants will vest in our discretionary contributions ratably over three years from the date of each of our discretionary contributions.
On February 26, 2016, the Company amended its Deferred Compensation Plan, with an effective date of January 31, 2016, to require that amounts deferred into the Company Stock Fund remain invested in the Company Stock Fund until distribution. In accordance with the terms of the Deferred Compensation Plan, the deferred compensation obligation related to the Company’s stock may only be settled by the delivery of a fixed number of the Company’s common shares held on the participant’s behalf. The deferred compensation obligation related to the Company Stock Fund recorded within equity in additional paid-in capital on the consolidated balance sheet was $1.3 million and $1.4 million as of October 29, 2017 and October 30, 2016, respectively. Subsequent changes in the fair value of the deferred compensation obligation classified within equity are not recognized. Additionally, the Company currently holds 291,128 shares in treasury shares, relating to deferred, vested awards, until participants are eligible to receive benefits under the terms of the Deferred Compensation Plan.
As of October 29, 2017 and October 30, 2016, the liability balance of the Deferred Compensation Plan was $4.9 million and $3.8 million, respectively, and was included in accrued compensation and benefits on the consolidated balance sheets. We have not made any discretionary contributions to the Deferred Compensation Plan.
A rabbi trust is used to fund the Deferred Compensation Plan and an administrative committee manages the Deferred Compensation Plan and its assets. The investments in the rabbi trust were $6.5 million and $5.7 million as of October 29, 2017 and October 30, 2016, respectively. The rabbi trust investments include debt and equity securities as well as cash equivalents and are accounted for as trading securities.
Defined Benefit Plans — With the acquisition of RCC on April 7, 2006, we assumed a defined benefit plan (the “RCC Pension Plan”). Benefits under the RCC Pension Plan are primarily based on years of service and the employee’s compensation. The RCC Pension Plan is frozen and, therefore, employees do not accrue additional service benefits. Plan assets of the RCC Pension Plan are invested in broadly diversified portfolios of government obligations, mutual funds, stocks, bonds, fixed income securities, master limited partnerships and hedge funds. In accordance with ASC Topic 805, we quantified the projected benefit obligation and fair value of the plan assets of the RCC Pension Plan and recorded the difference between these two amounts as an assumed liability.
As a result of the CENTRIA Acquisition on January 16, 2015, we assumed noncontributory defined benefit plans covering certain hourly employees (the “CENTRIA Benefit Plans”). Benefits under the CENTRIA Benefit Plans are calculated based on fixed amounts for each year of service rendered. CENTRIA also sponsors postretirement medical and life insurance plans that cover certain of its employees and their spouses (the “OPEB Plans”). The contributions to the OPEB Plans by retirees vary from none to 25% of the total premiums paid. Plan assets of the CENTRIA Benefit Plans are invested in broadly diversified portfolios of equity mutual funds, international equity mutual funds, bonds, mortgages and other funds. Currently, our policy is to fund the CENTRIA Benefit Plans as required by minimum funding standards of the Internal Revenue Code. In accordance with ASC Topic 805, we remeasured the projected benefit obligation and fair value of the plan assets of the CENTRIA Benefits Plans and OPEB Plans. The difference between the two amounts was recorded as an assumed liability.
In addition to the CENTRIA Benefit Plans, CENTRIA contributes to a multi-employer plan, the Steelworkers Pension Trust. The minimum required annual contribution to this plan is $0.3 million. The current contract expires on June 1, 2019. If we were to withdraw our participation from this multi-employer plan, CENTRIA may be required to pay a withdrawal liability representing an amount based on the underfunded status of the plan. The plan is not significant to the Company’s consolidated financial statements.
We refer to the RCC Pension Plan and the CENTRIA Benefit Plans collectively as the “Defined Benefit Plans” in this Note.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NCI BUILDING SYSTEMS, INC.
Assumptions—Weighted average actuarial assumptions used to determine benefit obligations were as follows:
|
| | | | | | | | | | | |
| | October 29, 2017 | | October 30, 2016 |
| | Defined
Benefit Plans | | OPEB Plans | | Defined
Benefit Plans | | OPEB Plans |
| Discount rate | 3.64 | % | | 3.40 | % | | 3.64 | % | | 3.25 | % |
Weighted average actuarial assumptions used to determine net periodic benefit cost (income) were as follows: |
| | | | | | | | | | | |
| | October 29, 2017 | | October 30, 2016 |
| | Defined
Benefit Plans | | OPEB Plans | | Defined
Benefit Plans | | OPEB Plans |
| Discount rate | 3.64 | % | | 3.25 | % | | 4.18 | % | | 3.75 | % |
| Expected return on plan assets | 6.18 | % | | n/a |
| | 6.16 | % | | n/a |
|
| Health care cost trend rate-initial | n/a |
| | 7.00 | % | | n/a |
| | 9.00 | % |
| Health care cost trend rate-ultimate | n/a |
| | 5.00 | % | | n/a |
| | 5.00 | % |
The basis used to determine the overall expected long-term asset return assumption for the Defined Benefit Plans for fiscal 2016 was a 10-year forecast of expected return based on the target asset allocation for the plans. The weighted average expected return for the portfolio over the forecast period is 6.18%, net of investment related expenses, and taking into consideration historical experience, anticipated asset allocations, investment strategies and the views of various investment professionals.
The health care cost trend rate for the OPEB Plans was assumed at 6.5% beginning in fiscal 2018, 6.0% for years 2019 to 2024, 5.5% for years 2025 to 2035, 5.0% for years 2036 to 2051 and approximately 4.0% per year thereafter.
Funded status—The changes in the projected benefit obligation, plan assets and funded status, and the amounts recognized on our consolidated balance sheets were as follows (in thousands):
|
| | | | | | | | | | | | | | | | | | | | | | | |
| | October 29, 2017 | | October 30, 2016 |
| Change in projected benefit obligation | Defined
Benefit Plans | | OPEB Plans | | Total | | Defined
Benefit Plans | | OPEB Plans | | Total |
| Accumulated benefit obligation | $ | 56,378 |
| | $ | 7,698 |
| | $ | 64,076 |
| | $ | 58,551 |
| | $ | 8,347 |
| | $ | 66,898 |
|
| Projected benefit obligation – beginning of fiscal year | $ | 58,551 |
| | $ | 8,347 |
| | $ | 66,898 |
| | $ | 58,403 |
| | $ | 7,590 |
| | $ | 65,993 |
|
| Interest cost | 2,055 |
| | 257 |
| | 2,312 |
| | 2,354 |
| | 261 |
| | 2,615 |
|
| Service cost | 97 |
| | 36 |
| | 133 |
| | 137 |
| | 34 |
| | 171 |
|
| Benefit payments | (3,681 | ) | | (546 | ) | | (4,227 | ) | | (3,708 | ) | | (450 | ) | | (4,158 | ) |
| Plan amendments | 275 |
| | — |
| | 275 |
| | — |
| | — |
| | — |
|
| Actuarial (gains) losses | (919 | ) | | (396 | ) | | (1,315 | ) | | 1,365 |
| | 912 |
| | 2,277 |
|
| Projected benefit obligation – end of fiscal year | $ | 56,378 |
| | $ | 7,698 |
| | $ | 64,076 |
| | $ | 58,551 |
| | $ | 8,347 |
| | $ | 66,898 |
|
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NCI BUILDING SYSTEMS, INC.
|
| | | | | | | | | | | | | | | | | | | | | | | |
| | October 29, 2017 | | October 30, 2016 |
| Change in plan assets | Defined
Benefit Plans | | OPEB Plans | | Total | | Defined
Benefit Plans | | OPEB Plans | | Total |
| Fair value of assets – beginning of fiscal year | $ | 46,160 |
| | $ | — |
| | $ | 46,160 |
| | $ | 47,295 |
| | $ | — |
| | $ | 47,295 |
|
| Actual return on plan assets | 5,022 |
| | — |
| | 5,022 |
| | 883 |
| | — |
| | 883 |
|
| Company contributions | 2,044 |
| | 546 |
| | 2,590 |
| | 1,690 |
| | 450 |
| | 2,140 |
|
| Benefit payments | (3,681 | ) | | (546 | ) | | (4,227 | ) | | (3,708 | ) | | (450 | ) | | (4,158 | ) |
| Fair value of assets – end of fiscal year | $ | 49,545 |
| | $ | — |
| | $ | 49,545 |
| | $ | 46,160 |
| | $ | — |
| | $ | 46,160 |
|
|
| | | | | | | | | | | | | | | | | | | | | | | |
| | October 29, 2017 | | October 30, 2016 |
| Funded status | Defined
Benefit Plans | | OPEB Plans | | Total | | Defined
Benefit Plans | | OPEB Plans | | Total |
| Fair value of assets | $ | 49,545 |
| | $ | — |
| | $ | 49,545 |
|
| $ | 46,160 |
| | $ | — |
| | $ | 46,160 |
|
| Benefit obligation | 56,378 |
| | 7,698 |
| | 64,076 |
|
| 58,551 |
| | 8,347 |
| | 66,898 |
|
| Funded status | $ | (6,833 | ) | | $ | (7,698 | ) | | $ | (14,531 | ) |
| $ | (12,391 | ) | | $ | (8,347 | ) | | $ | (20,738 | ) |
Benefit obligations in excess of fair value of assets of $14.5 million and $20.7 million as of October 29, 2017 and October 30, 2016, respectively, are included in other long-term liabilities on the consolidated balance sheets.
Plan assets—The investment policy is to maximize the expected return for an acceptable level of risk. Our expected long-term rate of return on plan assets is based on a target allocation of assets, which is based on our goal of earning the highest rate of return while maintaining risk at acceptable levels.
As of October 29, 2017 and October 30, 2016, the weighted average asset allocations by asset category for the Defined Benefit Plans were as follows (in thousands):
|
| | | | | |
| Investment type | October 29,
2017 | | October 30,
2016 |
| Equity securities | 58 | % | | 45 | % |
| Debt securities | 35 | % | | 37 | % |
| Master limited partnerships | 3 | % | | 4 | % |
| Cash and cash equivalents | 1 | % | | 5 | % |
| Real estate | 2 | % | | 5 | % |
| Other | 1 | % | | 4 | % |
| Total | 100 | % | | 100 | % |
The principal investment objectives are to ensure the availability of funds to pay pension and postretirement benefits as they become due under a broad range of future economic scenarios, to maximize long-term investment return with an acceptable level of risk based on our pension and postretirement obligations, and to be sufficiently diversified across and within the capital markets to mitigate the risk of adverse or unexpected results from one security class will not have an unduly detrimental. Each asset class has broadly diversified characteristics. Decisions regarding investment policy are made with an understanding of the effect of asset allocation on funded status, future contributions and projected expenses.
The plans strive to have assets sufficiently diversified so that adverse or unexpected results from one security class will not have an unduly detrimental impact on the entire portfolio. We regularly review our actual asset allocation and the investments are periodically rebalanced to our target allocation when considered appropriate. We have set the target asset allocation for the RCC Pension Plan as follows: 45% US bonds, 17% large cap US equities, 13% foreign equity, 5% master limited partnerships, 2% commodity futures, 4% real estate investment trusts, 8% emerging markets and 6% small cap US equities. The CENTRIA Benefit Plans have a target asset allocation of approximately 50%-80% equities and 20%-50% fixed income.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NCI BUILDING SYSTEMS, INC.
The fair values of the assets of the Defined Benefit Plans at October 29, 2017 and October 30, 2016, by asset category and by levels of fair value, as further defined in Note 14 — Fair Value of Financial Instruments and Fair Value Measurements were as follows (in thousands):
|
| | | | | | | | | | | | | | | | | | | | | | | |
| | October 29, 2017 | | October 30, 2016 |
| Asset category | Level 1 | | Level 2 | | Total | | Level 1 | | Level 2 | | Total |
| Cash | $ | 463 |
| | $ | — |
| | $ | 463 |
| | $ | 2,186 |
| | $ | — |
| | $ | 2,186 |
|
| Mutual funds: | | | | | | | | | | | |
| Growth funds | 7,262 |
| | — |
| | 7,262 |
| | 5,705 |
| | — |
| | 5,705 |
|
| Real estate funds | 1,236 |
| | — |
| | 1,236 |
| | 2,245 |
| | — |
| | 2,245 |
|
| Commodity linked funds | 544 |
| | — |
| | 544 |
| | 1,780 |
| | — |
| | 1,780 |
|
| Equity income funds | 4,767 |
| | — |
| | 4,767 |
| | 3,700 |
| | — |
| | 3,700 |
|
| Index funds | 2,763 |
| | 110 |
| | 2,873 |
| | 2,156 |
| | 54 |
| | 2,210 |
|
| International equity funds | 260 |
| | 1,726 |
| | 1,986 |
| | 225 |
| | 1,271 |
| | 1,496 |
|
| Fixed income funds | 1,723 |
| | 1,739 |
| | 3,462 |
| | 1,577 |
| | 2,095 |
| | 3,672 |
|
| Master limited partnerships | 1,506 |
| | — |
| | 1,506 |
| | 2,033 |
| | — |
| | 2,033 |
|
| Government securities | — |
| | 6,400 |
| | 6,400 |
| | — |
| | 5,955 |
| | 5,955 |
|
| Corporate bonds | — |
| | 7,301 |
| | 7,301 |
| | — |
| | 7,315 |
| | 7,315 |
|
| Common/collective trusts | — |
| | 11,745 |
| | 11,745 |
| | — |
| | 7,863 |
| | 7,863 |
|
| Total | $ | 20,524 |
| | $ | 29,021 |
| | $ | 49,545 |
| | $ | 21,607 |
| | $ | 24,553 |
| | $ | 46,160 |
|
Net periodic benefit cost (income)—The components of the net periodic benefit cost (income) were as follows (in thousands):
|
| | | | | | | | | | | | | | | | | | | | | | | |
| | October 29,
2017 | | October 30,
2016 | | November 1,
2015 |
| | Defined
Benefit Plans | | OPEB Plans | | Defined
Benefit Plans | | OPEB Plans | | Defined
Benefit Plans | | OPEB Plans |
| Interest cost | $ | 2,055 |
| | $ | 257 |
| | $ | 2,354 |
| | $ | 261 |
| | $ | 2,382 |
| | $ | 218 |
|
| Service cost | 97 |
| | 36 |
| | 137 |
| | 34 |
| | 115 |
| | 22 |
|
| Expected return on assets | (2,798 | ) | | — |
| | (2,979 | ) | | — |
| | (3,045 | ) | | — |
|
| Amortization of prior service credit | (9 | ) | | — |
| | (9 | ) | | — |
| | (9 | ) | | — |
|
| Amortization of net actuarial loss | 1,374 |
| | — |
| | 1,170 |
| | — |
| | 1,443 |
| | — |
|
| Net periodic benefit cost (income) | $ | 719 |
| | $ | 293 |
| | $ | 673 |
| | $ | 295 |
| | $ | 886 |
| | $ | 240 |
|
The amounts in accumulated other comprehensive income that have not yet been recognized as components of net periodic benefit income are as follows (in thousands):
|
| | | | | | | | | | | | | | | | | | | | | | | |
| | October 29, 2017 | | October 30, 2016 |
| | Defined
Benefit Plans | | OPEB Plans | | Total | | Defined
Benefit Plans | | OPEB Plans | | Total |
| Unrecognized net actuarial loss (gain) | $ | 11,468 |
| | $ | 375 |
| | $ | 11,843 |
| | $ | 15,985 |
| | $ | 771 |
| | $ | 16,756 |
|
| Unrecognized prior service credit | 252 |
| | — |
| | 252 |
| | (33 | ) | | — |
| | (33 | ) |
| Total | $ | 11,720 |
| | $ | 375 |
| | $ | 12,095 |
| | $ | 15,952 |
| | $ | 771 |
| | $ | 16,723 |
|
Unrecognized actuarial losses (gains), net of income tax, of $(2.8) million and $1.9 million during fiscal 2017 and 2016, respectively, are included in other comprehensive income (loss) in the consolidated statements of comprehensive income (loss).
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NCI BUILDING SYSTEMS, INC.
The changes in plan assets and benefit obligation recognized in other comprehensive income are as follows (in thousands):
|
| | | | | | | | | | | | | | | | | | | | | | | |
| | October 29,
2017 | | October 30,
2016 | | November 1,
2015 |
| | Defined
Benefit Plans | | OPEB Plans | | Defined
Benefit Plans | | OPEB Plans | | Defined
Benefit Plans | | OPEB Plans |
| Net actuarial gain (loss) | $ | 3,144 |
|
| $ | 396 |
|
| $ | (3,443 | ) | | $ | (911 | ) | | $ | (834 | ) | | $ | 140 |
|
| Amortization of net actuarial loss | 1,374 |
|
| — |
|
| 1,170 |
| | — |
| | 1,443 |
| | — |
|
| Amortization of prior service cost (credit) | (9 | ) |
| — |
|
| (9 | ) | | — |
| | (9 | ) | | — |
|
| New prior service cost | (276 | ) | | — |
| | — |
| | — |
| | — |
| | — |
|
| Total recognized in other comprehensive income (loss) | $ | 4,233 |
|
| $ | 396 |
|
| $ | (2,282 | ) | | $ | (911 | ) | | $ | 600 |
| | $ | 140 |
|
The estimated amortization for the next fiscal year for amounts reclassified from accumulated other comprehensive income into the consolidated income statement is as follows (in thousands):
|
| | | | | | | | | | | |
| | October 29, 2017 |
| | Defined
Benefit Plans | | OPEB Plans | | Total |
| Amortization of prior service credit | $ | 123 |
| | $ | — |
| | $ | 123 |
|
| Amortization of net actuarial loss | 991 |
| | — |
| | 991 |
|
| Total estimated amortization | $ | 1,114 |
| | $ | — |
| | $ | 1,114 |
|
Actuarial gains and losses are amortized using the corridor method based on 10% of the greater of the projected benefit obligation or the market related value of assets over the average remaining service period of active employees.
We expect to contribute $2.6 million to the Defined Benefit Plans in fiscal 2018. We expect the following benefit payments to be made (in thousands):
|
| | | | | | | | | | | |
| Fiscal years ending | Defined
Benefit Plans | | OPEB Plans | | Total |
| 2018 | $ | 4,136 |
| | $ | 784 |
| | $ | 4,920 |
|
| 2019 | 4,124 |
| | 785 |
| | 4,909 |
|
| 2020 | 4,022 |
| | 730 |
| | 4,752 |
|
| 2021 | 3,991 |
| | 652 |
| | 4,643 |
|
| 2022 | 3,934 |
| | 540 |
| | 4,474 |
|
| 2023 - 2027 | 18,607 |
| | 2,031 |
| | 20,638 |
|
20. OPERATING SEGMENTS
Operating segments are defined as components of an enterprise that engage in business activities and by which discrete financial information is available that is evaluated on a regular basis by the chief operating decision maker to make decisions about how to allocate resources to the segment and assess the performance of the segment. We have three operating segments: engineered building systems; metal components; and metal coil coating. All operating segments operate primarily in the nonresidential construction market. Sales and earnings are influenced by general economic conditions, the level of nonresidential construction activity, metal roof repair and retrofit demand and the availability and terms of financing available for construction. Products of our operating segments use similar basic raw materials. The Metal Coil Coating segment consists of cleaning, treating, painting and slitting continuous steel coils before the steel is fabricated for use by construction and industrial users. The Metal Components segment products include metal roof and wall panels, doors, metal partitions, metal trim, insulated metal panels and other related accessories. The Engineered Building Systems segment includes the manufacturing of main frames, Long Bay® Systems and value-added engineering and drafting, which are typically not part of metal components or metal coil
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NCI BUILDING SYSTEMS, INC.
coating products or services. The operating segments follow the same accounting policies used for our consolidated financial statements.
We evaluate a segment’s performance based primarily upon operating income before corporate expenses. Intersegment sales are recorded based on standard material costs plus a standard markup to cover labor and overhead and consist of (i) hot-rolled, light gauge painted and slit material and other services provided by the Metal Coil Coating segment to both the Metal Components and Engineered Building Systems segments; (ii) building components provided by the Metal Components segment to the Engineered Building Systems segment; and (iii) structural framing provided by the Engineered Building Systems segment to the Metal Components Segment.
Corporate assets consist primarily of cash but also include deferred financing costs, deferred taxes and property, plant and equipment associated with our headquarters in Houston, Texas. These items (and income and expenses related to these items) are not allocated to the operating segments. Corporate unallocated expenses include share-based compensation expenses, and executive, legal, finance, tax, treasury, human resources, information technology, purchasing, marketing and corporate travel expenses. Additional unallocated amounts include interest income, interest expense and other (expense) income.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NCI BUILDING SYSTEMS, INC.
The following table represents summary financial data attributable to these operating segments for the periods indicated (in thousands): |
| | | | | | | | | | | |
| | Fiscal Year Ended |
| | October 29,
2017 | | October 30,
2016 | | November 1,
2015 |
| Total sales: | | | | | |
| Engineered Building Systems | $ | 693,980 |
| | $ | 672,235 |
| | $ | 667,166 |
|
| Metal Components | 1,129,816 |
| | 1,044,040 |
| | 920,845 |
|
| Metal Coil Coating | 271,085 |
| | 247,736 |
| | 231,732 |
|
| Intersegment sales | (324,603 | ) | | (279,083 | ) | | (256,050 | ) |
| Total net sales | $ | 1,770,278 |
| | $ | 1,684,928 |
| | $ | 1,563,693 |
|
| External sales: | |
| | |
| | |
|
| Engineered Building Systems | $ | 659,863 |
| | $ | 652,471 |
| | $ | 647,881 |
|
| Metal Components | 998,279 |
| | 925,863 |
| | 815,310 |
|
| Metal Coil Coating | 112,136 |
| | 106,594 |
| | 100,502 |
|
| Total net sales | $ | 1,770,278 |
| | $ | 1,684,928 |
| | $ | 1,563,693 |
|
| Operating income (loss): | |
| | |
| | |
|
| Engineered Building Systems | $ | 41,388 |
| | $ | 62,046 |
| | $ | 51,410 |
|
| Metal Components | 124,224 |
| | 102,495 |
| | 50,541 |
|
| Metal Coil Coating | 23,935 |
| | 25,289 |
| | 19,080 |
|
| Corporate | (79,767 | ) | | (81,051 | ) | | (64,200 | ) |
| Total operating income | $ | 109,780 |
| | $ | 108,779 |
| | $ | 56,831 |
|
| Unallocated other expense | (26,642 | ) | | (29,815 | ) | | (30,041 | ) |
| Income before income taxes | $ | 83,138 |
| | $ | 78,964 |
| | $ | 26,790 |
|
| Depreciation and amortization: | |
| | |
| | |
|
| Engineered Building Systems | $ | 9,014 |
| | $ | 9,767 |
| | $ | 10,224 |
|
| Metal Components | 26,717 |
| | 26,416 |
| | 35,713 |
|
| Metal Coil Coating | 4,757 |
| | 4,674 |
| | 4,401 |
|
| Corporate | 830 |
| | 1,067 |
| | 1,054 |
|
| Total depreciation and amortization expense | $ | 41,318 |
| | $ | 41,924 |
| | $ | 51,392 |
|
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NCI BUILDING SYSTEMS, INC.
|
| | | | | | | | | | | |
| | Fiscal Year Ended |
| | October 29,
2017 | | October 30,
2016 | | November 1,
2015 |
| Capital expenditures: | | | | | |
| Engineered Building Systems | $ | 5,533 |
| | $ | 7,571 |
| | $ | 6,053 |
|
| Metal Components | 11,978 |
| | 9,133 |
| | 9,145 |
|
| Metal Coil Coating | 2,837 |
| | 1,805 |
| | 3,279 |
|
| Corporate | 1,726 |
| | 2,515 |
| | 2,206 |
|
| Total capital expenditures | $ | 22,074 |
| | $ | 21,024 |
| | $ | 20,683 |
|
| Property, plant and equipment, net: | | | | | |
| Engineered Building Systems | $ | 46,620 |
| | $ | 50,862 |
| | $ | 51,196 |
|
| Metal Components | 132,985 |
| | 141,282 |
| | 152,346 |
|
| Metal Coil Coating | 37,739 |
| | 39,678 |
| | 42,558 |
|
| Corporate | 9,651 |
| | 10,390 |
| | 11,792 |
|
| Total property, plant and equipment, net | $ | 226,995 |
| | $ | 242,212 |
| | $ | 257,892 |
|
| Total assets: | | | | | |
| Engineered Building Systems | $ | 232,089 |
| | $ | 229,422 |
| | $ | 218,646 |
|
| Metal Components | 657,729 |
| | 654,534 |
| | 654,762 |
|
| Metal Coil Coating | 82,897 |
| | 87,194 |
| | 81,456 |
|
| Corporate | 78,458 |
| | 79,050 |
| | 115,260 |
|
| | $ | 1,051,173 |
| | $ | 1,050,200 |
| | $ | 1,070,124 |
|
The following table represents summary financial data attributable to various geographic regions for the periods indicated (in thousands): |
| | | | | | | | | | | |
| | Fiscal Year Ended |
| | October 29,
2017 | | October 30,
2016 | | November 1,
2015 |
| Total sales: | | | | | |
| United States of America | $ | 1,666,645 |
| | $ | 1,589,479 |
| | $ | 1,469,495 |
|
| Canada | 73,090 |
| | 61,781 |
| | 72,567 |
|
| China | 8,923 |
| | 6,733 |
| | 2,734 |
|
| Mexico | 4,910 |
| | 4,060 |
| | 5,686 |
|
| All other | 16,710 |
| | 22,875 |
| | 13,211 |
|
| Total net sales | $ | 1,770,278 |
| | $ | 1,684,928 |
| | $ | 1,563,693 |
|
| Long-lived assets: | | | | | |
| United States of America | $ | 493,203 |
| | $ | 523,134 |
| | $ | 562,443 |
|
| Canada | 8,180 |
| | 9,247 |
| | 90 |
|
| China | 448 |
| | 170 |
| | 309 |
|
| Mexico | 10,603 |
| | 10,701 |
| | 9,471 |
|
| Total long-lived assets | $ | 512,434 |
| | $ | 543,252 |
| | $ | 572,313 |
|
Sales are determined based on customers’ requested shipment location.
21. CONTINGENCIES
As a manufacturer of products primarily for use in nonresidential building construction, the Company is inherently exposed to various types of contingent claims, both asserted and unasserted, in the ordinary course of business. As a result, from time to time, the Company and/or its subsidiaries become involved in various legal proceedings or other contingent matters arising from claims, or potential claims. The Company insures against these risks to the extent deemed prudent by its management and to the extent insurance is available. Many of these insurance policies contain deductibles or self-insured retentions in amounts the
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NCI BUILDING SYSTEMS, INC.
Company deems prudent and for which the Company is responsible for payment. In determining the amount of self-insurance, it is the Company’s policy to self-insure those losses that are predictable, measurable and recurring in nature, such as claims for automobile liability and general liability. The Company regularly reviews the status of on-going proceedings and other contingent matters along with legal counsel. Liabilities for such items are recorded when it is probable that the liability has been incurred and when the amount of the liability can be reasonably estimated. Liabilities are adjusted when additional information becomes available. Management believes that the ultimate disposition of these matters will not have a material adverse effect on the Company’s results of operations, financial position or cash flows. However, such matters are subject to many uncertainties and outcomes are not predictable with assurance.
22. QUARTERLY RESULTS (Unaudited)
Shown below are selected unaudited quarterly data (in thousands, except per share data): |
| | | | | | | | | | | | | | | | |
| | First
Quarter | | Second
Quarter | | Third
Quarter | | Fourth
Quarter | |
| FISCAL YEAR 2017 | | | | | | | | |
| Sales | $ | 391,703 |
| | $ | 420,464 |
| | $ | 469,385 |
| | $ | 488,726 |
| |
| Gross profit | $ | 83,951 |
| | $ | 100,839 |
| | $ | 114,969 |
| | $ | 116,305 |
| |
| Net income | $ | 2,039 |
| | $ | 16,974 |
| | $ | 18,221 |
| | $ | 17,490 |
| |
| Net income allocated to participating securities | $ | (8 | ) | | $ | (115 | ) | | $ | (102 | ) | | $ | (78 | ) | |
| Net income applicable to common shares | $ | 2,031 |
| | $ | 16,859 |
| (4) | $ | 18,119 |
| | $ | 17,412 |
| (5) |
Income per common share:(1)(2) | | | | | | | | |
| Basic | $ | 0.03 |
| | $ | 0.24 |
| | $ | 0.26 |
| | $ | 0.25 |
| |
| Diluted | $ | 0.03 |
| | $ | 0.24 |
| | $ | 0.25 |
| | $ | 0.25 |
| |
| | | | | | | | | |
| FISCAL YEAR 2016 | | | | | | | | |
| Sales | $ | 370,014 |
| | $ | 372,247 |
| | $ | 462,353 |
| | $ | 480,314 |
| |
| Gross profit | $ | 89,716 |
| | $ | 89,375 |
| | $ | 127,951 |
| | $ | 120,849 |
| |
| Net income | $ | 5,892 |
| | $ | 2,420 |
| | $ | 23,715 |
| | $ | 19,001 |
| |
| Net income allocated to participating securities | $ | (57 | ) | | $ | (23 | ) | | $ | (165 | ) | | $ | (105 | ) | |
| Net income applicable to common shares | $ | 5,835 |
| | $ | 2,397 |
| | $ | 23,550 |
| | $ | 18,896 |
| (3) |
Income per common share:(1)(2) | | | | | | | | |
| Basic | $ | 0.08 |
| | $ | 0.03 |
| | $ | 0.32 |
| | $ | 0.27 |
| |
| Diluted | $ | 0.08 |
| | $ | 0.03 |
| | $ | 0.32 |
| | $ | 0.27 |
| |
| |
(1) | The sum of the quarterly income per share amounts may not equal the annual amount reported, as per share amounts are computed independently for each quarter and for the full year based on the respective weighted average common shares outstanding. |
| |
(2) | Excludes net income allocated to participating securities. The participating securities are treated as a separate class in computing earnings per share (see Note 8 — Earnings per Common Share).
|
| |
(3) | The fourth quarter of fiscal 2016 includes the correction of a prior period accounting error of $0.5 million ($0.8 million, before tax). See Note 6 — Goodwill and Other Intangible Assets.
|
| |
(4) | The second quarter of fiscal 2017 includes the gain on insurance recovery of $5.9 million ($9.6 million before tax). See Note 2 — Summary of Significant Accounting Policies. |
| |
(5) | The fourth quarter of fiscal 2017 includes a non-cash goodwill impairment charge of $3.7 million ($6.0 million before tax). See Note 6 — Goodwill and Other Intangible Assets.
|
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NCI BUILDING SYSTEMS, INC.
The quarterly income before income taxes were impacted by the following special income (expense) items: |
| | | | | | | | | | | | | | | |
| | First
Quarter | | Second
Quarter | | Third
Quarter | | Fourth
Quarter |
| FISCAL YEAR 2017 | | | | | | | |
| Goodwill impairment | $ | — |
| | $ | — |
| | $ | — |
| | $ | (6,000 | ) |
| Restructuring charges | (2,264 | ) | | (315 | ) | | (1,009 | ) | | (1,710 | ) |
| Strategic development and acquisition related costs | (357 | ) | | (124 | ) | | (1,297 | ) | | (193 | ) |
| (Loss) on sale of assets and asset recovery | — |
| | (137 | ) | | — |
| | — |
|
| Gain on insurance recovery | — |
| | 9,601 |
| | 148 |
| | — |
|
| Unreimbursed business interruption costs | — |
| | (191 | ) | | (235 | ) | | (28 | ) |
| Total special charges in income before income taxes | $ | (2,621 | ) | | $ | 8,834 |
| | $ | (2,393 | ) | | $ | (7,931 | ) |
| | | | | | | | |
| FISCAL YEAR 2016 | |
| | |
| | |
| | |
|
| Restructuring charges | $ | (1,510 | ) | | $ | (1,149 | ) | | $ | (778 | ) | | $ | (815 | ) |
| Strategic development and acquisition related costs | (681 | ) | | (579 | ) | | (819 | ) | | (590 | ) |
| Gain (loss) on sale of assets and asset recovery | 725 |
| | 927 |
| | 52 |
| | (62 | ) |
| Gain from bargain purchase | 1,864 |
| | — |
| | — |
| | — |
|
| Total special charges in income before income taxes | $ | 398 |
| | $ | (801 | ) | | $ | (1,545 | ) | | $ | (1,467 | ) |
23. SUBSEQUENT EVENTS
On December 11, 2017, the CD&R funds completed a registered underwritten offering of 7,150,000.00 shares of the Company’s Common Stock at a price to the public of $19.36 per share (the “2017 Secondary Offering”). Pursuant to the underwriting agreement, at the CD&R Funds request, the Company purchased 1.15 million of the 7.15 million shares of the Common Stock from the underwriters in the 2017 Secondary Offering at a price per share equal to the price at which the underwriters purchased the shares from the CD&R Funds. The total amount the Company spent on these repurchases was $22.3 million. Following the closing of the 2017 Stock Repurchase, the CD&R Funds own approximately 34.7%.
In addition to the shares the Company purchased in connection with the 2017 Secondary Offering, during fiscal 2018 through December 18, 2017, the Company has repurchased 1.5 million shares of its Common Stock for $24.4 million through open-market purchases under the authorized stock repurchase program. As of December 18, 2017, approximately $5.6 million remains available for stock repurchases under the program authorized in October 2017.
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.
None.
Item 9A. Controls and Procedures.
Evaluation of Disclosure Controls and Procedures
Our management, with the participation of our chief executive officer and chief financial officer, evaluated the effectiveness of our disclosure controls and procedures as of October 29, 2017. The term “disclosure controls and procedures,” as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, means controls and other procedures of a company that are designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the company’s management, including its principal executive and principal financial officers, as appropriate to allow timely decisions regarding the required disclosure. Management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives and management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Management believes that our disclosure controls and procedures are designed to provide reasonable assurance of achieving their objectives. Based on the evaluation of our disclosure controls and procedures as of October 29, 2017, our chief executive officer and chief financial officer concluded that, as of such date, our disclosure controls and procedures were effective at such reasonable assurance level.
Management’s report on internal control over financial reporting is included in Item 8 and is incorporated herein by reference.
Changes in Internal Control over Financial Reporting
During the fourth quarter of fiscal 2016, management identified and disclosed that the presence of control deficiencies within CENTRIA’s processes and gaps in the design of controls over the allocation of total contract consideration in multiple element revenue arrangements within the Engineered Building Systems segment rose to the level of material weaknesses in the Company’s internal control over financial reporting as of October 30, 2016 based on the criteria set forth by COSO in Internal Control - Integrated Framework (2013 framework).
CENTRIA control environment. The material weakness identified at CENTRIA specifically related to i) the lack of effective control procedures to support the preparation, analysis and review of certain significant account reconciliations required to assess the appropriateness of account balances at period end and ii) limitations in the ability of the accounting system to produce complete and accurate reports to support the timely performance of key controls and the analysis of changes, or lack thereof, in certain account balances. To remediate the material weakness described above, we implemented changes to the design of controls over the affected processes as follows:
Modified and strengthened accounting personnel structure at CENTRIA to bolster the execution and oversight of internal control policies and procedures
Completed supplemental training regarding the performance of key controls, including the retention of adequate supporting documentation for such controls
Implemented system enhancements to provide complete and accurate information in support of periodic control requirements and to reduce the reliance on manual processes
During the fourth quarter of fiscal 2017, we successfully completed the testing necessary to conclude that the material weakness has been remediated.
Design of internal controls over the allocation of total contract consideration for multiple element revenue arrangements within the Company’s engineered building systems segment. This material weakness resulted from gaps in the design of controls, including general IT and other IT-related controls, over the monitoring and review of the estimated selling price that was allocated to each separate unit of accounting for revenue arrangements within the Company’s engineered building systems segment. Although corporate finance management review controls were in place to address the risk of an improper allocation of total contract consideration to the multiple revenue elements, they were not designed and documented at a sufficient level of precision to mitigate the risk of a material error. To remediate the material weakness described above, we implemented changes to the design of controls over the affected processes as follows:
Modified, formalized, and implemented procedures and controls over allocation of total contract consideration for multiple element revenue arrangements
Completed supplemental training regarding the performance of key controls, including the retention of adequate supporting documentation for such controls
Implemented system enhancements to provide complete and accurate information in support of periodic control requirements and to reduce the reliance on manual processes
Enhanced finance management review controls over multiple element revenue arrangements
During the fourth quarter of fiscal 2017, we successfully completed the testing necessary to conclude that the material weakness has been remediated.
Except as noted above, there has been no change in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the fiscal quarter ended October 29, 2017 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
Item 9B. Other Information.
None.
PART III
Item 10. Directors, Executive Officers and Corporate Governance.
EthicsWe have adopted a Code of Business Conduct and Ethics a copyrelating to the conduct of our business by our directors, officers and employees, which is availableposted on our internet website at
www.ncibuildingsystems.com under the heading “About NCI“Investors — Committees and& Charters.” Any amendments to or waivers from the Code of Business Conduct and Ethics that apply to our executive officers and directors will be posted to our website in the same section as the Code of Business Conduct and Ethics as noted above. However, the information on our website is not incorporated by reference into this Form 10-K.Board Meetings
Our Board met seven times during the fiscal year ended October 28, 2018. Each of our directors attended 75% or more of the aggregate of the total number of meetings of our Board of Directors held during the period in which he or she was a director and the total number of meetings held by all board committees on which he or she served during the periods that he or she served. It is our policy to schedule a meeting of our Board of Directors on the date of the Annual Meeting, and we encourage all of our directors to attend both meetings. All of our then-current directors attended last year’s Annual Meeting.
Our non-management directors meet without the presence of management at regularly scheduled executive sessions. These executive sessions typically occur before or after regularly scheduled meetings of our Board of Directors. The presiding director of these executive sessions is the Chair of the Nominating and Corporate Governance Committee, if such person is an independent director; otherwise, the Chair of the Audit Committee serves as presiding director. For information on how you can communicate with our non-management directors, please see “Communications with Our Board.”
Board Committees
Our Board has six standing committees – the Executive Committee, the Audit Committee, the Compensation Committee, the Nominating and Corporate Governance Committee, the Affiliate Transactions Committee and the Routine Transactions Committee. Below is a table disclosing our Board of Directors and committee compositions as of the date of this Amendment.
BOARD AND COMMITTEE APPOINTMENTS
| Name | | Board | | Class | | Expiration | | Audit | | Compensation | | Nominating
&
Corporate
Governance | | Executive | | Affiliate
Transactions
(b) | | Routine
Transactions
Committee |
| Kathleen J. Affeldt | | Member | | III | | 2020 | | | | Chair | | Member | | Member | | Member | | |
| George L. Ball | | Member | | III | | 2020 | | Member | | Member | | | | Member | | Member | | Chair |
| Gary L. Forbes | | Member | | II | | 2019(a) | | Chair | | | | | | Member | | Member | | |
| John J. Holland | | Member | | I | | 2021 | | Member | | | | Member | | | | Member | | |
| Lawrence J. Kremer | | Member | | I | | 2021 | | | | | | | | | | Member | | |
| John Krenicki | | Member | | I | | 2021 | | | | Member | | Chair | | Chair | | | | |
| George Martinez | | Member | | II | | 2019(a) | | Member | | | | | | | | Member | | |
| James S. Metcalf | | Chairman | | II | | 2019(a) | | | | | | | | Member | | Member | | Member |
| Timothy O’Brien | | Member | | III | | 2020 | | | | | | Member | | | | | | |
| Nathan K. Sleeper | | Member | | III | | 2020 | | | | Member | | | | Member | | | | |
| Jonathan L. Zrebiec | | Member | | II | | 2019(a) | | | | | | | | | | | | Member |
| (a) | Messrs. Forbes, Martinez, Metcalf, and Zrebiec are Class II directors. The Class II directors are to be elected at the Annual Meeting for a term expiring at the Annual Meeting to be held in 2022. |
| (b) | No chair exists for the Affiliate Transactions Committee. |
Executive Committee
The Executive Committee is generally authorized to act on behalf of our Board between scheduled meetings of our Board of Directors, except as provided by the New Stockholders Agreement and by our By-Laws, to the fullest extent permitted by Delaware corporate law. However, the Executive Committee does not have the authority to approve amendments to our charter or By-Laws or specified extraordinary corporate transactions. The Executive Committee operates under a charter adopted by our Board of Directors, a copy of which is available on our website at www.ncibuildingsystems.com under the captions “Electionheading “Investors — Committees & Charters.”
As of Directors,” “Management,” “Section 16(a) Beneficial Ownership Reporting Compliance,” “Boardthe end of Directors”Fiscal 2018, the members of the Executive Committee were Mr. James Berges, Mr. Forbes, Mr. Metcalf, Mr. Riley and “Corporate Governance”Mr. Sleeper, with Mr. Berges serving as Chairman. The Executive Committee did not meet during the fiscal year ended October 28, 2018. In connection with their resignation from the Board, Messrs. Berges and Riley resigned from the Executive Committee, effective November 16, 2018. The Board appointed Messrs. Krenicki and O’Brien to the Executive Committee, effective November 16, 2018. As of the date of this Amendment, the members of the Executive Committee were Ms. Affeldt, Mr. Ball, Mr. Forbes, Mr. Krenicki, Mr. Metcalf and Mr. Sleeper, with Mr. Krenicki serving as Chairman.
Audit Committee
The Audit Committee assists our Board in fulfilling its responsibilities relating to our corporate accounting and reporting practices and the quality and integrity of our financial reports. The Audit Committee assists the Board in monitoring the integrity of our financial statements, the independence, qualifications and performance of our independent auditors; the performance of our internal audit function, our compliance with legal and regulatory requirements, and the preparation of our Audit Committee’s report included in our definitive proxy statementstatements. In discharging its duties, our Audit Committee has the authority to retain independent legal, accounting and other advisors and has the sole authority to appoint, retain, replace or terminate the independent auditor.
As of the end of Fiscal 2018, the members of the Audit Committee were Mr. Ball, Mr. Forbes, Mr. Holland and Mr. Martinez, with Mr. Forbes serving as Chair. The Audit Committee met six times during the fiscal year ended October 28, 2018.
The Audit Committee is composed solely of directors who are not our officers or employees, have the requisite financial literacy to serve on the Audit Committee, as determined by our Board of Directors, and whom our Board of Directors has determined are “independent” under the listing standards of the NYSE and the rules and regulations of the SEC, including the heightened independence standards for Audit Committee members under Section 303A.06 of the NYSE Listed Company Manual, the Exchange Act, and Rule 10A-3 promulgated thereunder.
Our Board of Directors, after reviewing all of the relevant facts, circumstances and attributes, has determined that Mr. Forbes, the Chair of our Audit Committee, is an “audit committee financial expert” as defined by Item 407(d)(5)(ii) of Regulation S-K.
The Audit Committee operates under a written Audit Committee Charter adopted by our Board of Directors, a copy of which is available on our website atwww.ncibuildingsystems.com under the heading “Investors — Committees & Charters.”
Compensation Committee
The Compensation Committee assists our Board in fulfilling its responsibilities relating to our compensation practices. The Compensation Committee discharges the Board’s responsibilities relating to compensation of directors, officers and senior managers, oversees, evaluates, and advises our Board regarding NCI’s overall compensation policies and structure, including benefit plans and programs, prepares reports on executive compensation required for inclusion in our proxy statements and discusses these reports with our management. The Compensation Committee is permitted to delegate its authority on all matters for which it is responsible to subcommittees consisting of one or more members. The Compensation Committee met three times during the fiscal year ended October 28, 2018.
As of the end of Fiscal 2018, the members of the Compensation Committee were Ms. Affeldt, Mr. Ball, Mr. Holland, Mr. Martinez, Mr. Metcalf and Mr. Sleeper, with Ms. Affeldt serving as Chairperson. Effective as of November 16, 2018, Messrs. Holland and Martinez resigned from the Compensation Committee. The Board appointed Mr. Krenicki to the Compensation Committee, effective November 16, 2018. As of the date of this Amendment, the members of the Compensation Committee were Ms. Affeldt, Mr. Ball, Mr. Krenicki and Mr. Sleeper, with Ms. Affeldt serving as Chairperson. The Compensation Committee is composed solely of directors who are not our officers or employees.
The Compensation Committee operates under a Compensation Committee Charter adopted by our Board, a copy of which is available on our website atwww.ncibuildingsystems.com under the heading “Investors — Committees & Charters.”
Nominating & Corporate Governance Committee
The Nominating and Corporate Governance Committee is responsible, subject to and in accordance with the New Stockholders Agreement, for identifying or assisting in the identification of, and recommending qualified candidates to serve on our Board and, subject to and in accordance with the New Stockholders Agreement, recommending to our Board the director nominees to be elected by our stockholders at each annual or special meeting. In addition, the Nominating and Corporate Governance Committee is responsible for developing and advising our Board with respect to guidelines for the governance of NCI, including monitoring compliance with those guidelines, as well as overseeing succession planning and the evaluation and review of the performance of our Board.
As of the end of Fiscal 2018, the members of the Nominating and Corporate Governance Committee were Mr. Berges, Mr. Holland, Mr. Forbes, Mr. Kremer, Mr. Metcalf and Mr. VanArsdale, with Mr. Berges serving as Chairman. In connection with their resignation from the Board, Messrs. Berges and VanArsdale resigned from the Nominating and Corporate Governance Committee, effective November 16, 2018. Messrs. Forbes, Kremer and Metcalf also resigned from the Nominating & Corporate Governance Committee, effective November 16, 2018. The Board appointed Ms. Affeldt, Mr. Krenicki and Mr. O’Brien to the Nominating and Corporate Governance Committee, effective November 16, 2018. As of the date of this Amendment, the members of the Nominating & Corporate Governance Committee were Ms. Affeldt, Mr. Holland, Mr. Krenicki and Mr. O’Brien, with Mr. Krenicki serving as Chairman. The Nominating and Corporate Governance Committee met two times during the fiscal year ended October 28, 2018.
The Nominating and Corporate Governance Committee operates under a Nominating and Corporate Governance Committee Charter adopted by our Board, a copy of which is available on our website at www.ncibuildingsystems.com under the heading “Investors — Committees & Charters.” Our Corporate Governance Guidelines adopted by our Board, a copy of which is available at our website at www.ncibuildingsystems.com under the heading “Investors — Committees & Charters,” include the criteria our Board believes are important in the selection of director nominees.
Pursuant to and in accordance with the New Stockholders Agreement, for so long as the CD&R Investors own at least 7.5% of the outstanding shares of Common Stock, the CD&R Investors are entitled to nominate for election, fill vacancies and appoint replacements for a number of Board members in proportion to the CD&R Investors’ percentage beneficial ownership of outstanding Common Stock, but never to exceed one less than the number of independent, non-CD&R-affiliated directors serving on the Board (the “CD&R Investor Director Number”). At each annual meeting or special meeting of stockholders at which any directors of NCI are to be elected, we will take all corporate and other actions necessary to cause the applicable CD&R Investors’ nominees or designees to be nominated for election to our Board and we will solicit proxies in favor of the election of such nominees or designees to be elected at such meeting.
Further, pursuant to and in accordance with the New Stockholders Agreement, for so long as stockholders unaffiliated with the CD&R Investors own in the aggregate at least 7.5% of the voting power of NCI, our Board at all times must be comprised of (i) the Chief Executive Officer of NCI, (ii) such number of CD&R Investor Directors (as defined in the New Stockholders Agreement), not to exceed the CD&R Investor Director Number, (iii) directors who will not be appointed or designated by the CD&R Investors and will be independent of both the CD&R Investors and NCI (the “Independent Non-CD&R Investor Directors”), and (iv) up to one (1) additional director that is not a CD&R Investor Director or the Chief Executive Officer of NCI (the “Unaffiliated Shareholder Director”), who upon election would not be an Independent Non-CD&R Investor Director, provided that if the election or appointment of such person would have the effect of reducing the CD&R Investor Director Number, no such person shall be nominated or appointed without the approval of the CD&R Investor Directors.
Further, pursuant to the New Stockholders Agreement, for so long as the CD&R Investor Voting Interest (as defined in the New Stockholders Agreement) is at least 20% of the voting power of NCI, the CD&R Investors are entitled to representation proportionate to the CD&R Investor Voting Interest (rounded to the nearest whole number) on all committees of the Board, provided that, notwithstanding the foregoing, the CD&R Investors are entitled to have a minimum of one (1) CD&R Investor Director serving on each committee of the Board, subject to applicable restrictions set forth in the New Stockholders Agreement, applicable law and New York Stock Exchange rules.
Pursuant to the New Stockholders Agreement, the CD&R Directors who are members of the Nominating and Corporate Governance Committee (or, if none serve thereon, the remaining CD&R Directors or, if no CD&R Directors remain in office, the CD&R Investors) have the right to designate the CD&R Investor Director(s) to serve as members of a board committee, and the Unaffiliated Shareholder Directors shall have the right to designate the Unaffiliated Shareholder Director to serve as a member of a committee, in each case in accordance with Section 3.1(e)(i) of the New Stockholders Agreement.
In identifying and evaluating nominees for director other than directors nominated by the CD&R Investors pursuant to the New Stockholders Agreement, the Nominating and Corporate Governance Committee first looks at the overall size and structure of our Board to determine the need to add or remove directors and to determine if there are any specific qualities or skills that would complement the existing strengths of our Board.
The Board codified standards for directors in the Board’s Corporate Governance Guidelines and Nominating and Corporate Governance Committee Charter. The Corporate Governance Guidelines provide that our Board of Directors should encompass a diverse range of talent, skill and expertise sufficient to provide sound and prudent guidance with respect to our operations and interests. The Corporate Governance Guidelines also provide that at all times a majority of the Board must be “independent directors” as defined from time to time by the listing requirements of the NYSE and any specific requirements established by the Board. Each director also is expected to:
| · | exhibit high personal and professional ethics, strength of character, integrity, and values; |
| · | possess commitment and independence of thought and judgment; |
| · | possess education, experience, intelligence, independence, fairness, practical wisdom and vision to exercise sound, mature judgments; |
| · | use his or her skills and experiences to provide independent oversight of our business; |
| · | possess personality, tact, sensitivity, and perspective to participate in deliberations in a constructive and collegial manner; |
| · | be willing to devote sufficient time to carrying out his or her duties and responsibilities effectively; |
| · | devote the time and effort necessary to learn our business; and |
| · | represent the long-term interests of all stockholders. |
In addition, our Board has determined that the Board as a whole must have the right diversity, mix of characteristics and skills for the optimal functioning of its oversight of NCI. To that end, our Board places a premium on its members’ professional experience in positions such as a senior manager, chief operations officer, chief financial officer, or chief executive officer of a relatively complex organization such as a corporation, university, or foundation. Ultimately, our Board believes it should be comprised of persons with skills in areas that may include some of the following: finance; manufacturing; sales and markets; strategic planning; development of strategies for sustainability; human resources; safety; legal; international business; and information technology. Under our By-Laws, no person may stand for election as a director if, on the date of any annual or special meeting held for the purpose of electing directors, such person shall have surpassed the age of 75; however, those directors who are then serving on the board of directors and have already reached the age of 75 as of November 16, 2017 may stand for election as a director if, on the date of any annual or special meeting held for the purpose of electing directors, such person shall not have surpassed the age of 78.
In addition to the targeted skill areas, the Nominating and Corporate Governance Committee looks for a strong record of achievement in key knowledge areas that it believes are critical for directors to add value to our Board, including:
| · | Strategy – knowledge of our business model, the formulation of corporate strategies, and knowledge of key competitors and global markets; |
| · | Leadership – skills in coaching senior executives and the ability to assist the CEO in his development; |
| · | Organizational Issues – understanding of strategy implementation, change management processes, group effectiveness, and organizational design; |
| · | Relationships – understanding how to interact with customers, vendors, governments, investors, financial analysts, and communities in which we operate; |
| · | Functional – understanding of financial matters, financial statements and auditing procedures, legal issues, information technology, and marketing; and |
| · | Ethics – the ability to identify and raise key ethical issues concerning our activities and senior management as they affect the business community and society. |
As part of its periodic self-assessment process, our Board annually determines the diversity of specific skills and experiences necessary for the optimal functioning of our Board in its oversight of NCI over both the short and long term.
The Corporate Governance Guidelines state our policy regarding the director selection process that requires the Nominating and Corporate Governance Committee to review the skills and characteristics that the Board seeks in its members individually and in relation to the composition of our Board as a whole. As part of this process, the Board will assess the skill areas currently represented on our Board and those skill areas represented by directors expected to retire or leave our Board in the near future against the target skill areas established annually by our Board, as well as recommendations of directors regarding skills that could improve the overall quality and ability of our Board to carry out its function.
The Nominating and Corporate Governance Committee then establishes the specific target skill areas, characteristics or experiences that are to be the focus of a director search, if necessary. Specific qualities or experiences could include matters such as experience in our industry, financial or technological expertise, experience in situations comparable to ours (e.g., growth companies, companies that have grown through acquisitions, or companies that have restructured their organizations successfully), leadership experience and relevant geographical experience. The Board’s current composition reflects diversity in skills and experiences.
The Nominating and Corporate Governance Committee uses multiple sources for identifying and evaluating nominees for directors other than directors nominated by the CD&R Investors pursuant to the New Stockholders Agreement, including referrals from our current directors and management, as well as input from third-party executive search firms. The Chairman of the Nominating and Corporate Governance Committee and our Chairman of the Board will then interview qualified candidates. Qualified candidates are then invited to meet the remaining members of the Nominating and Corporate Governance Committee. The remaining directors also have an opportunity to meet and interview qualified candidates. The Nominating and Corporate Governance Committee then determines, based on the background information and the information obtained in the interviews, whether to recommend to the Board that a candidate be nominated to our Board.
The Nominating and Corporate Governance Committee will consider qualified nominees recommended by stockholders. Stockholders may submit recommendations to the Nominating and Corporate Governance Committee in care of our Chairman of the Board and Corporate Secretary at our address set forth on the cover page of this Amendment in the form and timing provided in our By-Laws. Subject to the requirements of the New Stockholders Agreement described above, nominees for director who are recommended by our stockholders will be evaluated in the same manner as any other nominee for director.
Nominations by stockholders for seats on the Board not required to be filled by the CD&R Investors’ designees may also be made at an annual meeting of stockholders in the manner provided in our By-Laws. Our By-Laws provide that a stockholder entitled to vote for the election of directors may make nominations of persons for election to our Board at a meeting of stockholders by complying with required notice procedures. To be timely, nominations must be received at our principal executive offices not later than the close of business on the 90th day nor earlier than the close of business on the 120th day prior to the first anniversary of the preceding year’s annual meeting. If, however, the date of the annual meeting is more than 30 days before or more than 70 days after such anniversary date, notice by the stockholder must be delivered not earlier than the close of business on the 120th day prior to the annual meeting and not later than the close of business on the later of the 90th day prior to such annual meeting or the 10th day following the day on which the public announcement of the date of such meeting is first made by us.
The notice must specify:
| · | as to each person the stockholder proposes to nominate for election or re-election as a director: |
| – | the name, age, business address and residence address of the person; |
| – | the principal occupation or employment of the person; |
| – | the class and number of shares of our capital stock that are owned of record or beneficially by the person on the date of the notice; and |
| – | any other information relating to the person that is required to be disclosed in solicitations for proxies with respect to nominees for election as directors pursuant to Section 14 of the Exchange Act; and |
| · | as to the stockholder giving the notice: |
| – | the name and record address of the stockholder and any other stockholder known by that stockholder to be supporting the nominee; and |
| – | the class and number of shares of our capital stock that are owned of record or beneficially by the stockholder making the nomination and by any other supporting stockholders. |
We may require that the proposed nominee furnish us with other information as we may reasonably request to assist us in determining the eligibility of the proposed nominee to serve as a director. At any meeting of stockholders, the presiding officer may disregard the purported nomination of any person not made in compliance with these procedures. Please refer to the full text of our advance notice by-law provisions for additional information and requirements. A copy of our By-Laws may be obtained by writing to our Corporate Secretary at the address shown on the cover page of this Amendment.
Affiliate Transactions Committee
The Affiliate Transactions Committee is responsible for reviewing, considering and approving certain transactions between NCI and its controlled affiliates, on the one hand, and the CD&R Investors and their affiliates, on the other hand. This committee is made up of (x) the Unaffiliated Shareholder Directors then in office and (y) one CD&R Investor Independent Director (as defined in the New Stockholders Agreement), if a CD&R Investor Independent Director is then serving on the Board, and otherwise, the Chief Executive Officer of the Company serving as a director on the Board. As of the end of Fiscal 2018, the members of the Affiliate Transactions Committee were Mr. Ball, Mr. Forbes, Mr. Holland and Mr. Martinez. Effective November 16, 2018, the Board appointed Ms. Affeldt, Mr. Metcalf and Mr. Kremer to the Affiliate Transactions Committee. As of the date of this Amendment, the members of the Affiliate Transactions Committee were Ms. Affeldt, Mr. Ball, Mr. Forbes, Mr. Holland, Mr. Kremer, Mr. Martinez and Mr. Metcalf. The Affiliate Transactions Committee has no chair.
The Affiliate Transactions Committee operates under an Affiliate Transactions Committee Charter adopted by our Board of Directors, a copy of which is available on our website at www.ncibuildingsystems.com under the heading “Investors — Committees & Charters.”
Routine Transactions Committee
On December 12, 2018, the Board delegated certain responsibilities and duties relating to certain matters of NCI to a Routine Transactions Committee to assist the Board in fulfilling certain of the Board’s oversight responsibilities. The Routine Transactions Committee is responsible for reviewing, considering and approving the following proposed transactions: (i) expenditures of capital or other assets outside the ordinary course and not part of the annual capital expenditure plan; (ii) mergers or acquisitions; (iii) non-ordinary course asset divestitures; and (iv) any non-ordinary course joint ventures or similar arrangements with third-parties. The initial members of the Routine Transactions Committee were Mr. Ball, Mr. Metcalf and Mr. Zrebiec, with Mr. Ball serving as Chairperson.
Risk Analysis of Our Compensation Plans
The Compensation Committee has reviewed our compensation policies as generally applicable to our employees and believes that our policies do not encourage excessive and unnecessary risk-taking, and that the level of risk that they do encourage is not reasonably likely to have a material adverse effect on NCI.
Item 11. Executive Compensation
Compensation Discussion and Analysis
Introduction
This Compensation Discussion & Analysis (“CD&A”) provides information regarding NCI’s compensation programs for our former Chief Executive Officer (“CEO”), our former interim Chief Financial Officer (“CFO”), our former CFO, and our three other most highly compensated executive officers for Fiscal 2018 and also describes certain compensation actions taken following Fiscal 2018. (Throughout the CD&A we occasionally refer to other fiscal years of NCI in the same manner.) The CD&A is also intended to place in perspective the information for Fiscal 2018 contained in the executive compensation tables that follow this discussion.
The CD&A does not include information regarding compensation programs for NCI’s current CEO, James S. Metcalf, or our current CFO, Shawn K. Poe, both of whom were appointed after the end of Fiscal 2018 in connection with the closing of the Merger (as defined below). For a discussion of the compensation arrangements with Mr. Metcalf and Mr. Poe, please refer to the sections entitled “Appointment of James S. Metcalf as Chairman and Chief Executive of the Company” and “Appointment of Shawn K. Poe as Chief Financial Officer of the Company” in Item 5.02. Departure of Directors and Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers” of our Current Report on Form 8-K filed on November 20, 2018.
Throughout this discussion, the following individuals are referred to collectively as the “Named Executive Officers” or “NEOs” and are included in the Summary Compensation Table that follows this discussion:
| · | Donald R. Riley, former President and Chief Executive Officer, and current Chief Executive Officer, Commercial Business Unit and Head of Supply Chain & Technology; |
| · | Mark E. Johnson, former Executive Vice President, Chief Financial Officer and Treasurer; |
| · | Bradley S. Little, former interim Chief Financial Officer and Treasurer, and current Senior Vice President, Finance, Commercial Business Unit; |
| · | John L. Kuzdal, President of Group Manufacturing Segment; |
| · | Todd R. Moore, Executive Vice President, Chief Legal, Risk & Compliance Officer and Corporate Secretary; |
| · | Katy K. Theroux, Executive Vice President, Chief Human Resources Officer; and |
| · | Norman C. Chambers, former Executive Chairman. |
Summary of Compensation Matters for Fiscal 2018
Our financial and operational performance during Fiscal 2018 achieved many of the Company’s goals important to realizing the firm’s longer-term targets. On July 17, 2018, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Ply Gem Parent, LLC, a Delaware limited liability company (“Ply Gem”), and for certain limited purposes set forth in the Merger Agreement, CD&R, LLC. At a Special Meeting held on November 15, 2018 (the “Special Shareholder Meeting”), our shareholders approved (i) the Merger Agreement, pursuant to which, at the closing of the merger, Ply Gem 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 “Stock Issuance”). Our shareholders also approved the three additional proposals described in the Company’s proxy statement relating to the Special Shareholder Meeting.
The Merger was consummated on November 16, 2018 pursuant to the Merger Agreement.
During Fiscal 2018:
| · | Revenues increased by 13% to $2.00 billion, up from $1.77 billion in Fiscal 2017; |
| · | Gross profit was $462.7 million, compared to $416.1 million in Fiscal 2017; |
| · | Net income increased to $63.1 million, up from $54.7 million in Fiscal 2017; |
| · | Adjusted EBITDA was $201.6 million, up 20.4% from Fiscal 2017’s $167.5 million; and |
| · | Net income per diluted share of Common Stock increased to $0.94, up from $0.77 per diluted share of Common Stock in Fiscal 2017. Adjusted net income per diluted share of Common Stock was $1.45 in Fiscal 2018, up from $0.80 in Fiscal 2017. |
For an understanding of how these measures relate to generally accepted accounting principles, please refer to the section entitled “Non-GAAP Measures” in “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” of the Original Filing.
During Fiscal 2018, we continued our compensation policies developed in prior years and only took a limited number of significant actions, as described in greater detail below:
| · | As part of the Company’s long-standing succession plan, on December 31, 2017, Mr. Chambers resigned as the Company’s Executive Chairman. Effective as of January 1, 2018, Mr. Metcalf was appointed as Chairman. |
| · | On April 4, 2018, Mr. Johnson announced that he would resign as the Company’s CFO and Treasurer, effective June 29, 2018. Also effective as of June 29, 2018, Mr. Little was appointed by the Board as the Company’s interim CFO and Treasurer. In connection with his appointment, Mr. Little received an increase in incremental compensation. See “Executive Compensation—Summary Compensation Table.” |
Shortly after the end of Fiscal 2018 and in connection with the completion of the Merger, we took several significant actions, as are also described in greater detail below:
| · | In November 2018, the Company granted equity awards to certain key employees considered critical to the success of the combined company, including our NEOs, which consisted of options, restricted stock units and performance share units. See “Executive Compensation”—Narrative to the Summary Compensation Table and Grants of Plan-Based Awards Table—Fiscal 2018 and Fiscal 2019 Long-Term Incentive Awards.” |
| · | Also in November 2018, the Company appointed Mr. Metcalf as its Chairman and Chief Executive Officer. For a discussion of the compensation arrangements with Mr. Metcalf, please refer to the section entitled “Appointment of James S. Metcalf as Chairman and Chief Executive of the Company” in “Item 5.02. Departure of Directors and Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers” of our Current Report on Form 8-K filed on November 20, 2018. |
At our most recent shareholder advisory vote on executive compensation at our 2017 Annual Meeting, more than 98% of the votes cast on the advisory “say-on-pay” resolution were voted in favor ofthe compensation philosophy, policies and procedures and the compensation of the NEOsas disclosed in our 2017 proxy statement. The Compensation Committee viewed the result of this advisory vote as strongly supportive of our pay-for-performance philosophy. The Compensation Committee took these views into account when considering our annual and long-term incentives described above. Our Compensation Committee continually evaluates NCI’s compensation practices so as to best align the interests of our senior executives and our stockholders and will continue to do so such that they remain aligned with our compensation objectives. Our Board, Compensation Committee and management team all value the opinions of our stockholders and are committed to considering their opinions in making these important decisions. In light of these results, for Fiscal 2018, the Compensation Committee did not make any significant changes to our executive compensation programs from Fiscal 2017, and only made such changes to the long-term incentive compensation program following the end of Fiscal 2018 that were necessary to align the goals of the Company’s management team and provide a unified incentive structure following the Merger. See “Compensation Discussion & Analysis — Long-Term Incentive Compensation.”
Compensation Philosophy and Objectives of NCI’s Compensation Program
Our executive compensation philosophy remains that executive pay should be linked to the performance of NCI and the individual executives. Our Compensation Committee has established the following objectives for our executive compensation programs:
| · | attract, retain and motivate exceptional executives; |
| · | reward performance measured against established goals; |
| · | provide incentives for future performance; and |
| · | align executives’ long-term interests with the interests of our stockholders. |
In order to reach these goals, we have designed our compensation programs to reward excellent short-term performance and to encourage executives’ commitment to NCI’s long-term, strategic business goals. Long-term incentives balance the emphasis on long-term versus short-term business objectives and reinforce that one should not be achieved at the expense of the other. We believe that long-term incentive compensation helps to further NCI’s compensation objectives, including the retention of high-performing, experienced executives whose interests are strongly aligned with the interests of stockholders. Further, a multi-year vesting period for grants of restricted stock or restricted stock units, stock options and performance share units helps to ensure that the value received by executives depends on the strong performance of NCI over time. We balance short- and long-term compensation through salary and performance bonuses, and the grant of restricted stock or restricted stock units, stock options, and performance share units, respectively. Our goal is to increase the proportion of long-term compensation as an executive’s responsibility within our company increases.
NCI has a clawback policy (“Clawback Policy”) designed to better align our compensation practices with our stockholders’ interests by providing a mechanism to recover incentive compensation that is based on inaccurate financial information. Our Clawback Policy, which covers all current and former executive officers (including the NEOs), allows for recovery of cash, equity or other incentive compensation in the event NCI is required to prepare a material financial restatement due to noncompliance with any financial reporting requirement under the U.S. securities laws, where the noncompliance is the result of misconduct. The Clawback Policy applies to all incentive compensation that is earned or vested after the date the policy was adopted (regardless of when granted) and which is determined in whole or in part based on application of performance measures. Upon a determination that the Clawback Policy will be applied, the Board may recover up to the excess of the amount of the compensation actually received by a covered officer over the amount that would have been received if the restatement had not occurred, for the three completed fiscal years preceding the fiscal year in which the Board determines the restatement is necessary. The Board, with input from the Compensation Committee and the Audit Committee, has sole discretion to determine whether and how to apply the Clawback Policy. In determining whether to recover compensation, the Board may take into account any and all factors that it determines to be appropriate and relevant under the circumstances, including the likelihood and costs of recovery, compliance with applicable law, the ability of the executive officer to repay such amount, the tax consequences of the original payment and/or the recoupment to the executive officer (including whether recoupment shall be on a pre-tax or post-tax basis), and any other potentially adverse consequences for the Company or the executive officer arising from seeking enforcement of the policy.
We also have an “anti-hedging” policy, which prohibits our executive officers and non-employee directors from engaging in transactions designed to hedge the economic risks associated with ownership of Company securities, and from pledging Company securities as collateral for loans. For purposes of this policy, securities held by CD&R, LLC and its affiliated investment funds are not considered to be owned or held by a non-employee director who is affiliated with CD&R, LLC.
Determination and Administration of Compensation Programs and Amounts
Decisions regarding executive compensation are based primarily on the assessment by the Compensation Committee of each Named Executive Officer’s leadership and operational performance and potential to enhance long-term value to NCI’s stockholders. In Fiscal 2014, Fiscal 2015, and Fiscal 2017, a compensation consultant, Frederic W. Cook & Co. (“FW Cook”), has been retained to assist the Compensation Committee in its comprehensive review of NCI’s executive compensation program. In Fiscal 2018, FW Cook continued to advise the Compensation Committee regarding compensation packages for new hires and promotions and other governance related matters, as well as our director compensation arrangements (see “Executive Compensation — Compensation of Directors”). The Compensation Committee also relies on its judgment, prior experience, and the judgment of our CEO about each individual Named Executive Officer in determining the amount and combination of compensation elements and whether each payment or award appropriately encourages and rewards performance. Key factors considered by the Compensation Committee in this regard include:
| · | actual performance compared to the financial, operational and strategic goals established for NCI and the Named Executive Officer’s reporting unit at the beginning of the year; |
| · | the nature, scope and level of the Named Executive Officer’s responsibilities; |
| · | individual contribution to NCI’s financial results, particularly with respect to key measures such as cash flow, revenue, earnings and return on assets (“ROA”); |
| · | effectiveness in leading our initiatives to enhance quality and value provided to customers; and |
| · | individual contribution to a culture of honesty, integrity and compliance with our Code of Business Conduct and Ethics and applicable laws. |
The Compensation Committee also considered each Named Executive Officer’s current salary and prior-year bonus, if any, the appropriate balance between incentives for long-term and short-term performance, and internal “pay equity” – in other words, the relative differences in compensation among the executive officers.
Role of Management and Independent Advisors
The Compensation Committee meets regularly in separate executive sessions without management personnel present and also requests periodically that our officers or employees attend meetings. During Fiscal 2018, Mr. Riley and other senior executives attended certain Compensation Committee meetings at the committee’s request to advise the committee regarding our performance and to recommend proposed modifications to our compensation and benefits. Our management, under the leadership of our CEO, plays an important role in establishing and maintaining our Named Executive Officer compensation programs. Management’s role includes recommending plans and programs to the Compensation Committee, implementing the Compensation Committee’s decisions regarding the plans and programs and assisting and administering plans in support of the Compensation Committee. The Compensation Committee also relied to a certain extent on Mr. Riley’s evaluations of other Named Executive Officers whose day-to-day performance was not as visible to the committee as it was to Mr. Riley.
The Compensation Committee’s charter provides that it may retain advisors, including compensation consultants, in its sole discretion. In engaging FW Cook, the Compensation Committee determined that FW Cook did not have any economic interest or other relationship that would create a conflict with its services to the Compensation Committee.
In assessing compensation elements and making compensation decisions for our executive officers, our Compensation Committee considers the executive compensation practices of a peer group of companies of similar size to the Company in related industries. The following peer group was used in making compensation decisions for our NEOs in Fiscal 2018:
| Advanced Drainage Systems, Inc. | | Griffon Corporation | | Schnitzer Steel Industries, Inc. |
| Apogee Enterprises, Inc. | | Interface, Inc. | | Universal Forest Products, Inc. |
| Armstrong World Industries, Inc. | | Masonite International Corporation | | U.S. Concrete, Inc. |
| Atkore International Group Inc. | | Nortek, Inc. | | USG Corporation |
| Beacon Roofing Supply, Inc. | | Ply Gem Holdings, Inc. | | Valmont Industries, Inc. |
| Gibraltar Industries, Inc. | | Quanex Building Products Corporation | | Worthington Industries, Inc. |
Based on (1) FW Cook’s Fiscal 2018 report, (2) discussions with and recommendations by Mr. Riley in Fiscal 2018 and (3) our pay-for-performance policies, the Compensation Committee determined to continue the long-term incentive program for Fiscal 2018 in substantially the same form as Fiscal 2017. As a result, in December 2017, we granted restricted stock units and performance share units to our NEOs (see “Compensation Discussion & Analysis — Long-Term Incentive Compensation — Long-Term Incentive Awards Granted in Fiscal 2018 to NEOs”). For Fiscal 2019, and in part due to the Merger and related integration activities, the Compensation Committee determined to make certain changes to the long-term incentive program shortly following Fiscal 2018 in order to align the goals of the Company’s management team and provide a unified incentive structure, including changes to the types of awards granted, timing of awards and to the vesting criteria and schedules of such awards (see “Compensation Discussion & Analysis — Long-Term Incentive Compensation — Long-Term Incentive Awards Granted in Fiscal 2019 to NEOs – Founders Awards”).
Also in connection with the Merger, in November 2018 and with the assistance of FW Cook, our Compensation Committee substantially updated the compensation peer group to reflect changes to the Company’s size, projected revenue and scope of business resulting from the Merger. The following peer group, which includes three companies that were in the Fiscal 2018 peer group, will be used in making compensation decisions for our NEOs in Fiscal 2019:
| A. O. Smith Corporation | | HD Supply Holdings, Inc. | | Universal Forest Products, Inc. |
| Beacon Roofing Supply, Inc. | | JELD-WEN Holding, Inc. | | Valmont Industries, Inc. |
| BMC Stock Holdings, Inc. | | Lennox International, Inc. | | Vulcan Materials Company |
| Builders FirstSource, Inc. | | Masco Corporation | | WESCO International, Inc. |
| EMCOR Group, Inc. | | Martin Marietta Materials, Inc. | | |
| Fortune Brands Home & Security, Inc. | | Owens Corning | | |
Elements of Executive Compensation
The principal elements of compensation provided to our Named Executive Officers consist of a base salary supplemented with the opportunity to earn a bonus under NCI’s annual cash bonus program (the “Bonus Program”) and long-term incentive compensation in the form of restricted stock units and performance share units under the NCI Building Systems, Inc. 2003 Long-Term Stock Incentive Plan (As Amended and Restated effective January 27, 2018) (the “Incentive Plan”). In the past, NCI has granted certain NEOs stock options and restricted stock, but had ceased the practice since the last grant of stock options in Fiscal 2012 and the last grant of restricted stock in Fiscal 2015. In connection with the Merger, in November 2018 the Company granted long-term incentive awards that consisted of options, restricted stock units and performance share units. See “Executive Compensation — Narrative to the Summary Compensation Table and Grants of Plan-Based Awards Table — Fiscal 2018 and Fiscal 2019 Long-Term Incentive Awards.”
We also maintain retirement plans for certain of our employees, including a deferred compensation plan (a “Deferred Compensation Plan” or “DCP”) under which our Named Executive Officers can elect to defer a portion of their base salary and bonus. In addition, we provide limited perquisites that enhance our ability to be competitive in attracting and retaining talented executive officers and allow executive officers more time to focus on business objectives.
Base Salary
The Compensation Committee annually reviews base salaries and makes adjustments in light of competitive data regarding compensation from other companies as well as a Named Executive Officer’s responsibilities, experience and performance levels relative to other executives and the potential for making significant contributions in the future, to ensure that salary levels remain appropriate and competitive. Because the rate of any increase in base salary levels helps to provide incentives for continuous improvement in individual performance, we view individual factors as more significant than overall company performance in a particular year when determining base salary levels. Base salary also provides the foundation for calculating other benefits such as annual cash bonus and discretionary and restoration matching under the Deferred Compensation Plan and 401(k) plan so the executive’s individual performance has a significant impact on both salary and the benefits derived from salary. During Fiscal 2018, Mr. Kuzdal’s salary was increased in the ordinary course from $400,000 to $416,000. As part of Mr. Little’s acceptance of the interim CFO and Treasurer roles, he received an incremental increase in compensation in the amount of $15,000 per month from the date of his acceptance through the Closing Date (as defined below) when he stepped down from the position. Following the end of Fiscal 2018, based on FW Cook’s recommendations and in light of increased responsibilities resulting from the Merger, Mr. Riley’s base salary was increased from $750,000 to $900,000, Mr. Moore’s base salary was increased from $377,000 to $430,000 and Ms. Theroux’s base salary was increased from $400,000 to $450,000. In addition, in connection with the Merger, Mr. Little received a one-time cash retention bonus of $222,500, of which $74,167 was paid on the Closing Date, and the remainder of which will become payable in May 2019 subject to Mr. Little’s continued employment through such date.
Effective upon the closing date of the Merger (the “Closing Date”), the Company appointed Mr. Metcalf as its Chairman and Chief Executive Officer. For a discussion of the compensation arrangements with Mr. Metcalf, including base salary and annual bonus entitlement, please refer to the section entitled “Appointment of James S. Metcalf as Chairman and Chief Executive of the Company” in Item 5.02. Departure of Directors of Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers” of our Current Report on Form 8-K filed on November 20, 2018.
Annual Bonus
Short-term annual cash incentive compensation is provided through our Bonus Program, under which annual cash bonuses may be paid to executives to reward their contributions to our business during the year. In Fiscal 2014, our stockholders approved our Senior Executive Bonus Plan, which continues to remain in effect. The Senior Executive Bonus Plan provides that the maximum aggregate bonus payable to any NEO cannot exceed 3% of the Company’s Adjusted EBITDA for the applicable performance period.
As in Fiscal 2017, Adjusted EBITDA was the sole performance criteria on which annual bonuses were based for Fiscal 2018. Our Compensation Committee believes that Adjusted EBITDA is the most important driver of value and that having solely an Adjusted EBITDA performance criterion creates a strong link between individual contribution and Company performance.
In Fiscal 2018, each NEO was assigned a target annual bonus equal to a percentage of his or her base salary, as set forth in the table below. As under the prior Bonus Program, Mr. Riley’s target annual bonus was equal to 100% of his base salary, and, for the other Named Executive Officers, the target annual bonus is equal to 75% of base salary. See “Executive Compensation — Narrative to the Summary Compensation Table and Grants of Plan-Based Awards Table — Employment Agreements.”
| Named Executive Officer | | Fiscal 2018 Base Salary | | | Target Fiscal 2018 Bonus | |
| Donald R. Riley(2) | | $ | 750,000 | | | | 750,000 | |
| Mark E. Johnson(1) | | $ | 458,000 | | | | 343,500 | |
| Bradley S. Little | | $ | 265,000 | | | | 198,750 | |
| John L. Kuzdal | | $ | 416,000 | | | | 312,000 | |
| Todd R. Moore(2) | | $ | 377,000 | | | | 282,750 | |
| Katy K. Theroux(2) | | $ | 400,000 | | | | 300,000 | |
| Norman C. Chambers(1) | | $ | 825,000 | | | | 551,000 | |
| (1) | Base salaries for Mr. Johnson and Mr. Chambers reflect annualized rates of pay. Mr. Johnson resigned from the Company on June 29, 2018. Mr. Chambers resigned from the Company on December 31, 2017. |
| (2) | The amounts reported in the “Fiscal 2018 Base Salary” for Mr. Riley, Mr. Moore and Ms. Theroux do not take into account increases in base salary in Fiscal 2019 in connection with the Merger ($150,000 for Mr. Riley, $53,000 for Mr. Moore and $50,000 for Ms. Theroux). |
Under the Fiscal 2018 Bonus Program, in order for any bonuses to be paid, Adjusted EBITDA must equal or exceed 75% of the performance goal set by our Compensation Committee. For performance above this 75% threshold, payments under the Bonus Program are made as follows:
| · | If Adjusted EBITDA equals 75% of the performance goal, 35% of the target annual bonus will be paid to each NEO. |
| · | If Adjusted EBITDA equals 100% of the performance goal, 100% of the target annual bonus will be paid to each NEO. |
| · | If Adjusted EBITDA equals 125% of the performance goal, 200% of the target annual bonus will be paid to each NEO (which 200% amount is also the maximum bonus level that may be paid under the Bonus Program). |
Adjusted EBITDA performance between these three levels is determined by linear interpolation. Total annual bonuses may not exceed the maximum amounts payable under the Senior Executive Bonus Plan.
For Fiscal 2018, NCI achieved Adjusted EBITDA of $202 million against target Adjusted EBITDA of $199 million. This achievement level corresponded to a bonus payout at 105.2% of target bonus levels. The Compensation Committee did not exercise any discretion to increase or decrease these payout levels, resulting in the bonuses shown in the following table:
| Named Executive Officer | | Fiscal 2018 Bonus Earned | | | Total Bonus as a Percentage of
Salary Base | |
| Donald R. Riley | | $ | 789,000 | | | | 105 | % |
| Mark E. Johnson | | $ | 0 | | | | 0 | % |
| Bradley S. Little | | $ | 268,260 | | | | 101 | % |
| John L. Kuzdal | | $ | 328,224 | | | | 79 | % |
| Todd R. Moore | | $ | 297,453 | | | | 79 | % |
| Katy K. Theroux | | $ | 315,600 | | | | 79 | % |
| Norman C. Chambers | | $ | 144,650 | | | | 18 | % |
We expect the Fiscal 2019 Bonus Program for NEOs to be substantially similar to the Fiscal 2018 Bonus Program, including being based solely on Adjusted EBITDA.
Long-Term Incentive Compensation
Generally
Our long-term incentive compensation is provided under the Incentive Plan, a stockholder-approved equity-based compensation plan that allows NCI to grant a variety of awards, including stock options, restricted stock, restricted stock units, stock appreciation rights, performance share awards, phantom stock awards and performance-based and other cash awards. Long-term incentive grants have typically been made in December of each year. In connection with the Merger, however, long-term incentive grants to our Named Executive Officers were made in November 2018 (see “Long-Term Incentive Compensation — Long-Term Incentive Awards Granted in Fiscal 2019 to NEOs – Founders Awards”).
We believe that equity awards to our Named Executive Officers must be sufficient in size to provide a strong, long-term performance and retention incentive for executives and to increase their vested interest in NCI. The value of the equity awards granted to Named Executive Officers is based on individual performance assessments of each of the Named Executive Officers as well as other members of executive management.
Long-Term Incentive Awards Granted to NEOs in 2018 – Treatment of Fiscal 2018 Awards in Connection with the Merger
In December 2017, our Compensation Committee made its annual grant of long-term incentives to our NEOs, referred to below as the “FY 2018 Awards.” Of the total value granted to an NEO, 40% of the value of the award consisted of restricted stock units and 60% of the value of the award consisted of performance share units. The performance share units were scheduled to vest in part based on satisfaction of performance goals measured over a period of two consecutive fiscal years ending with the 2019 fiscal year, and in part based on the achievement of performance goals measured over a period of three consecutive fiscal years, ending with the 2020 fiscal year, in each case subject to continued employment.
The Merger was a “change in control” under the Incentive Plan. Accordingly, consistent with the terms of the Incentive Plan, in connection with the Merger:
| · | the performance share units (“PSUs”) were converted to restricted stock units at target level that vest on the first December 15th (or the first business day thereafter) following the end of the Company’s 2019 fiscal year (see “Compensation Discussion & Analysis — Other Compensation — Termination and Change in Control Agreements); and |
| · | the time-vesting restricted stock units (“RSUs”) will become vested if, during the two years following the Merger, the NEO’s employment is terminated by NCI without cause or the NEO resigns with good reason. |
Upon any future change in control, awards that remain outstanding will be assumed or replaced by economically equivalent alternative awards of the successor to NCI in the change in control, or will fully vest only to the extent that they are not assumed or replaced with alternative awards (see “Executive Compensation — Potential Payments upon Termination or Change in Control — FY 2017 Awards and FY 2018 Awards”).
The number of FY 2018 Awards granted to each NEO and the number of each NEO’s PSUs converted to RSUs is set forth in the following table:
| Named Executive Officer | | Number of Time-
Vesting RSUs Granted
in FY 2018 | | | Number of PSUs
Granted in FY 2018 | | | Number of FY 2018
PSUs Converted to
RSUs | |
| Donald R. Riley | | | 49,593 | | | | 74,389 | | | | 74,389 | |
| Mark E. Johnson | | | 21,077 | | | | 31,616 | | | | 31,616 | |
| Bradley S. Little | | | 4,960 | | | | 7,439 | | | | 7,439 | |
| John L. Kuzdal | | | 11,159 | | | | 16,738 | | | | 16,738 | |
| Todd R. Moore | | | 11,159 | | | | 16,738 | | | | 16,738 | |
| Katy K. Theroux | | | 11,159 | | | | 16,738 | | | | 16,738 | |
| Norman C. Chambers | | | 19,837 | | | | — | | �� | | — | |
Long-Term Incentive Awards Granted in Fiscal 2019 to NEOs – Founders Awards
On November 16, 2018, in connection with the closing of the Merger, the Company granted equity awards (the “Founders Awards”) to certain key employees considered critical to the success of the combined company, including certain of our NEOs. The Founders Awards consist of (i) options to purchase shares of the Company’s common stock with a per share exercise price of $12.16 and having a 10-year term (the “Founders Options”), (ii) restricted stock units (the “Founders RSUs”), each representing the right to acquire on vesting one share of the Company’s common stock, and (iii) except for Mr. Kuzdal, performance share units (the “Founders PSUs”), each representing the right to acquire a number of shares of the Company’s common stock to be determined based upon the achievement of performance metrics as measured during the three years following the grant date, subject to the grantee’s continued employment with the Company. We believe that the combination of Founders Options, Founders RSUs and Founders PSUs and their accompanying vesting schedules will align the interests of our NEOs and shareholders, reward our NEOs for delivering the intended benefits of the Merger, and help us retain executives who are critical to the successful execution of our business strategy. The Founders Awards are “employment inducement awards” as described in the employment inducement exemption to New York Stock Exchange Rule 303A.08. The Founders Awards, although not granted pursuant to the Incentive Plan, are subject to the same terms and provisions as awards of the same type granted under the Incentive Plan unless otherwise expressly set forth in each Award (see the Company’s Registration Statement on Form S-8 filed on November 19, 2018).
In order to better align the goals of the Company’s management team and provide a unified incentive structure, the Company, in consultation with FW Cook, determined that our annual grant of long-term incentives to our key executive officers should be combined with the Founders Awards granted to these individuals. As a result, the Founders Awards granted to Messrs. Riley, Kuzdal and Moore and Ms. Theroux also include the officer’s annual grant of long-term incentive awards for Fiscal 2019.
The aforementioned NEOs received the following Founders Awards on November 16, 2018:
| Named Executive Officer | | Number of
Founders Options
Granted | | | Number of
Founders RSUs
Granted | | | Number of
Founders PSUs Granted | |
| Donald R. Riley | | | 204,988 | | | | 102,493 | | | | 51,246 | |
| John L. Kuzdal | | | 96,539 | | | | 66,611 | | | | 0 | |
| Todd R. Moore | | | 100,210 | | | | 50,104 | | | | 25,052 | |
| Katy K. Theroux | | | 122,393 | | | | 61,196 | | | | 30,598 | |
Retirement Benefits
Our executive officers, including our NEOs, are eligible to participate in our tax-qualified 401(k) plan. In addition, we believe that benefit programs that address the unique circumstances of executives in light of limitations imposed on benefits payable from qualified welfare, profit-sharing and retirement plans are critical in attracting and retaining quality executives. Therefore, we have adopted a Deferred Compensation Plan that allows key employees to defer a portion of their annual salary and annual cash bonus, and allows our non-employee directors to defer a portion of their annual and meeting attendance fees, subject to certain specified maximum deferral amounts. The DCP also provides discretionary matching contributions in certain circumstances. For Fiscal 2018, we determined to make discretionary matching contributions only if the Company achieved ROA of 15%. If the target ROA was achieved, we would match the amount of an executive officer’s salary and bonus that he or she has voluntarily deferred under the DCP, up to a maximum of 15% of his or her salary and bonus. Because our ROA exceeded 15%, this discretionary matching contribution was made for Fiscal 2018. For Fiscal 2019, discretionary matching contributions will be made only if the Company achieves ROA of 15%. Amounts deferred under the DCP are deemed invested in one or more phantom investment funds and additional amounts are credited to participants’ accounts based on the hypothetical earnings of such investments. Common Stock is also an investment option for certain of our executive officers. Amounts deferred into the Common Stock fund remain invested in the Common Stock fund until distribution. See “Executive Compensation — Nonqualified Deferred Compensation” for additional details regarding the terms of the DCP.
Other Compensation
Termination and Change in Control Agreements
Certain compensation arrangements of NCI include provisions providing special payments or benefits upon specified termination events or upon the occurrence of a change in control of NCI. However, these arrangements do not include “gross-ups” for golden parachute excise taxes or other taxes. We believe that these termination and change in control benefits provide our Named Executive Officers an incentive to act in the stockholders’ best interests during a takeover despite the risk of losing their jobs or a significant change in the nature of their benefits and responsibilities. We also believe that, in some cases, our termination and change in control benefits are necessary to attract and retain certain executives. For a description of the terms of the employment agreements, consulting agreement and equity awards, see “Executive Compensation — Potential Payments upon Termination or Change in Control.”
The Company has entered into employment agreements with each of its NEOs. Except for the agreements with Mr. Riley, the term of the employment agreements for each NEO who has an employment agreement runs for a period of two years, subject to automatic one-year extensions thereafter, unless either party gives notice of non-renewal. The initial term of Mr. Riley’s agreement will expire on June 30, 2020, subject to one-year extensions thereafter, unless either party gives a one year notice of non-renewal. The term of the agreements with Mr. Johnson and Mr. Chambers expired in connection with their respective resignations from the Company on June 29, 2018 and December 31, 2017, see “Summary of Compensation Matters for Fiscal 2018.”
The employment agreements provide for severance payments and termination benefits upon a future termination of an NEO’s employment in a qualifying termination (i.e. upon termination by the Company without “cause” or by the employee with “good reason”), both prior to and following a change in control of the Company. Where a qualifying termination occurs other than during a potential change in control period or following a change in control of the Company, each employment agreement (except for the agreement with Mr. Little) provides for (1) payment of one times (two times, in the case of Mr. Riley) the executive’s then-current base salary, payable in equal installments on regular payroll dates over the course of the one year period immediately following the date of termination, (2) a pro-rated annual bonus based on actual performance in the year of termination and (3) twelve months of continued COBRA coverage (in the case of Mr. Riley, a lump sum cash payment equal to eighteen months of the premium cost of family medical coverage at the active-employee rate).
In the case of Mr. Riley, where a qualifying termination occurs during a potential change in control period or two years following a change in control of the Company, the employment agreement provides for a payment equal to the sum of two times his base salary plus three times his target annual bonus. For Mr. Moore and Ms. Theroux, where a qualifying termination occurs during a potential change in control period or two years following a change in control of the Company, each employment agreement provides for (1) the same cash severance payment as is payable upon a qualifying termination prior to a change in control (except that, to the maximum extent practicable, such payment is to be made in a lump sum), (2) an additional lump-sum cash severance payment in an amount equal to the sum of (x) one times the executive’s then-current base salary and (y) two times the executive’s target annual bonus for the fiscal year in which the termination occurs, (3) a pro-rated annual bonus payment based on actual performance in the year of termination and (4) an additional six months of continued COBRA coverage. For Mr. Little, where a qualifying termination occurs during a potential change in control period or two years following a change in control of the Company, his employment agreement provides for (1) a lump-sum cash payment equal to two times Mr. Little’s annual base salary at the highest annualized rate in effect during the one-year period immediately preceding the date of termination, (2) a pro-rated annual bonus based on actual performance in the year of termination and (3) eighteen months of continued COBRA coverage.
For purposes of the employment agreements, “change in control” means (A) any person who becomes the beneficial owner of 25% or more of the combined voting power of NCI, (B) as a result of, or in connection with, a tender or exchange offer, merger or other business combination, persons who were directors immediately before the transaction cease to constitute the majority of NCI’s Board of Directors, (C) NCI is merged or consolidated with another company or transfers substantially all of its assets to another company and, as a result, either (i) less than 50% of the outstanding voting securities of the resulting company are owned in the aggregate by former NCI stockholders or (ii) 50% or more of the outstanding voting securities of the resulting company continue to be owned in the aggregate by former NCI stockholders but other than in substantially the same relative proportions as immediately prior to the transaction, or (D) a tender or exchange offer is made for 25% or more of the combined voting power of NCI. To the extent payments under the employment agreements to our Named Executive Officer constitute “parachute payments” within the meaning of Section 280G of the Internal Revenue Code, the payments to be received by the officer may be reduced to the extent a reduction in the payment amount would put the officer in a better after-tax position than he or she would be in if the excise tax under Section 4999 were imposed on such payments.
The Merger was a change in control for purposes of the employment agreements. Therefore, if an NEO with an employment agreement experiences a qualifying termination prior to November 16, 2020, then he or she will be entitled to enhanced change in control severance as described above.
The Merger was also a change in control for purposes of outstanding equity awards under the Incentive Plan. Therefore, in connection with the Merger, RSUs and PSUs held by officers (including our NEOs) that were granted prior to May 31, 2016 and certain restricted stock awards held by Mr. Riley and Ms. Theroux vested in full, with all applicable performance metrics deemed satisfied at maximum, as described in the Company’s Proxy Statement related to the Special Shareholder Meeting filed October 17, 2018.
PSUs held by officers that were granted on or following May 31, 2016 were converted into service-vesting RSUs upon the effective time of the Merger, and will continue to vest based on continued service through the end of the applicable performance period or upon an earlier qualifying termination. The number of shares of Common Stock subject to the service-vesting RSUs following this conversion was determined based on a formula described in the Company’s Proxy Statement related to the Special Shareholder Meeting filed October 17, 2018.
The table below sets forth, for each NEO, the number of awards that vested or converted in connection with the Merger:
Named Executive
Officer | | Restricted
Stock
Vested in the Merger | | | RSUs Vested
in the Merger | | | RSUs That Did
Not Become
Vested in the
Merger | | | Unvested PSUs
Converted in
the Merger to
Service-
Vesting RSUs | | | PSUs Vested in
the Merger | |
| Donald R. Riley | | | 5,513 | | | | 8,489 | | | | 55,687 | | | | 84,529 | | | | 53,246 | |
| Mark E. Johnson | | | — | | | | — | | | | — | | | | — | | | | — | |
| Bradley S. Little | | | — | | | | 7,491 | | | | 5,673 | | | | 14,239 | | | | 19,016 | |
| John L. Kuzdal | | | — | | | | 6,670 | | | | 12,351 | | | | 30,590 | | | | 41,835 | |
| Todd R. Moore | | | — | | | | 5,761 | | | | 11,686 | | | | 28,245 | | | | 36,131 | |
| Katy K. Theroux | | | 1,900 | | | | 4,851 | | | | 15,015 | | | | 25,899 | | | | 30,426 | |
| Norman C. Chambers | | | — | | | | — | | | | — | | | | — | | | | 385,610 | |
In addition to the change in control arrangements described above, outstanding shares of restricted stock, RSUs, options and PSUs granted to the Named Executive Officers, including RSUs and PSUs held by our NEOs that did not vest in connection with the Merger, may vest in connection with certain termination events during the two years following the effective time of the Merger or in connection with a subsequent change in control of the Company (see “Executive Compensation — Potential Payments upon Termination or Change in Control — Equity Incentive Awards”).
Perquisites and Personal Benefits
We offer only de minimis perquisites or personal benefits.
Gross-Ups
With the exception of limited, one-time tax indemnification in connection with the incurrence of relocation expenses under our relocation policy, NCI does not provide for any tax assistance or “gross-ups” for any of its executives.
CEO Compensation
The Compensation Committee is directly responsible for determining the salary level of the CEO and all awards and grants to the CEO under the Bonus Program, Incentive Plan and the DCP. In Fiscal 2018, 77% of the compensation of our CEO in Fiscal 2018, Mr. Riley, was “at-risk,” meaning it was comprised of long- and short-term incentive equity awards and our Bonus Program, none of which are guaranteed to be paid. The CEO’s overall compensation package has also been set at a level that we believe provides appropriate differentiation between CEO compensation and the compensation of other executive officers hired from time to time. Information on Fiscal 2018 compensation for Mr. Riley is set forth in the compensation tables following this CD&A.
On November 16, 2018, on the Closing Date, the Company appointed Mr. Metcalf as its Chairman and Chief Executive Officer. For a discussion of the compensation arrangements with Mr. Metcalf, please refer to the section entitled “Appointment of James S. Metcalf as Chairman and Chief Executive of the Company” in “Item 5.02. Departure of Directors of Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers” of our Current Report on Form 8-K filed on November 20, 2018.
Deductibility of Compensation
Section 162(m) of the Internal Revenue Code (“Section 162(m)”) imposes a $1 million limit on the amount that a public company may deduct each year for compensation paid to certain executive officers. As in effect during Fiscal 2018, deduction limitations applied to the Company’s chief executive officer and three other most highly compensated executive officers (other than the chief financial officer) employed as of the end of the year. During the Company’s Fiscal 2018, this limitation did not apply to compensation paid by the Company contingent upon the executive’s performance meeting pre-established objective goals based on performance criteria approved by our stockholders. Where possible and considered appropriate, we took action during Fiscal 2018 to preserve the deductibility of compensation paid to our CEO and our three other highest paid executives (other than the CFO).
However, these deductions will no longer be available to the Company beginning in Fiscal 2019 as a result of the 2017 Tax Cuts and Jobs Act, which eliminated the “performance based compensation” exception to the Section 162(m) deduction limitations, beginning with the next tax year that commences after December 31, 2017 (which, in NCI’s case, begins with Fiscal 2019). Accordingly, we may choose to award compensation that might not be fully tax deductible if we determine that such compensation is nonetheless in the best interests of NCI and its stockholders. While NCI seeks to take advantage of favorable tax treatment for executive compensation where appropriate, we believe that the primary drivers for determining the amount and form of executive compensation must be the retention and motivation of superior executive talent.
We will continue to review NCI’s executive compensation practices and will seek to preserve tax deductions for executive compensation to the extent consistent with our objective of providing compensation arrangements necessary and appropriate to foster achievement of NCI’s business goals.
Stock Ownership Guidelines
In November 2016, our Board approved the NCI Building Systems, Inc. Executive Stock Ownership Guidelines, which were further amended in August 2017. Pursuant to the stock ownership guidelines, certain of our executives, including our NEOs, and non-employee directors are required to acquire and hold a certain level of our common stock based on a multiple of salary or cash retainer, as applicable. The stock ownership guidelines were developed with the assistance of FW Cook and were adopted to further align the interests of our senior management team with those of our stockholders.
Under the stock ownership guidelines, each of our NEOs is required to acquire and hold a number of shares of our common stock having a value equal to a multiple of his or her annual salary as set forth in the table below. The number of shares required to be held by each NEO will be calculated based on February 28, 2018his or her annual salary as of the Annual Meeting of the Stockholders, which in 2019 will be May 23, 2019, and the average of our month-end closing stock prices throughout the previous fiscal year.
| Covered Person | | Multiple of Salary |
| Chief Executive Officer | | 5x |
| President | | 2x |
| Chief Financial Officer | | 2x |
| Other Executive Vice Presidents and Vice Presidents | | 1x |
Non-employee directors are required to acquire and hold a number of shares of our common stock having a value equal to five times (5x) their annual retainer fee, as set forth in the table found in the “Executive Compensation — Compensation of Directors” section below.
Under the stock ownership guidelines, the required holdings do not have to be met within a specified period of time. However, until the required number of shares is incorporated by reference herein.
Item 11. Executive Compensation.
The informationattained, upon (i) the exercise of stock options, (ii) the settlement of performance shares and (iii) the vesting of restricted shares, our NEOs must retain the number of shares received upon the occurrence of these events having a value equal to 50% of the after-tax profit realized upon the occurrence of these events. Once the required number of shares is attained, compensation increases and changes in stock price will no longer have an effect on holding requirements and retention guidelines. As long as the executive continues to hold the required number of shares, he or she will be in compliance with the stock ownership guidelines. Finally, under the
captionsstock ownership guidelines, any sale of shares by covered executives and directors, including our NEOs, must be reviewed by our legal department to ensure continued compliance with the guidelines.Impact of Fiscal Year Change on Executive Compensation
We do not anticipate any significant changes to our compensation programs as a result of the Company’s change in fiscal year. It will, however, affect the timing of our equity award grants. We have historically granted equity awards in December of each year, following the end of our fiscal year end at the end of October. Beginning in Fiscal 2019 and continuing in subsequent years, we anticipate that we will grant equity awards in February, following our new fiscal year end at the end of December.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
During Fiscal 2018, no member of the Compensation Committee served as an executive officer of the Company, and, except as described in “Transactions with Related Persons” below, no such person had any relationship with the Company requiring disclosure herein. During Fiscal 2018, there were no Compensation Committee interlocks with other companies.
COMPENSATION COMMITTEE REPORT
The Compensation Committee has reviewed and discussed the above CD&A with management and, based on such review and discussions, the Compensation Committee recommended to the Board of Directors that the CD&A be included in this Amendment.
KATHLEEN J. AFFELDT (Chair)
GEORGE L. BALL
NATHAN K. SLEEPER
John Krenicki
EXECUTIVE COMPENSATION
Fiscal Year 2018 Summary Compensation Table
The following table shows information regarding the total compensation paid to the Named Executive Officers for each of our last three completed fiscal years. The compensation reflected for each individual was for their services provided in all capacities to us.
| Name & Principal Position | | Year | | Salary
($)(a) | | | Bonus
($)(b) | | | Stock
Awards
($)(c) | | | Option
Awards
($)(d) | | | Non-Equity
Incentive
Plan
Compensation
($)(e) | | | All Other
Compensation
($)(f) | | | Total ($) | |
| Donald R. Riley | | 2018 | | | 750,000 | | | | — | | | | 2,436,246 | | | | — | | | | 789,000 | | | | 43,620 | | | | 4,018,866 | |
| Former President and Chief | | 2017 | | | 594,231 | | | | 250,000 | | | | 1,203,286 | | | | — | | | | 434,044 | | | | 30,253 | | | | 2,511,814 | |
| Executive Officer | | 2016 | | | 517,385 | | | | — | | | | 1,151,553 | | | | — | | | | 550,534 | | | | 79,804 | | | | 2,299,276 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Mark E. Johnson | | 2018 | | | 381,639 | | | | — | | | | 1,035,417 | | | | — | | | | — | | | | 19,319 | | | | 1,436,375 | |
| Former Executive Vice | | 2017 | | | 436,000 | | | | — | | | | 1,022,855 | | | | — | | | | 218,358 | | | | 40,191 | | | | 1,717,404 | |
| President, Chief Financial | | 2016 | | | 434,139 | | | | — | | | | 1,099,578 | | | | — | | | | 439,419 | | | | 21,593 | | | | 1,994,729 | |
| Officer | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Bradley S. Little | | 2018 | | | 338,442 | | | | — | | | | 243,640 | | | | — | | | | 268,260 | | | | 8,974 | | | | 859,316 | |
| Former Interim Chief | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Financial Officer and | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Treasurer(g)(h) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| John L. Kuzdal | | 2018 | | | 413,231 | | | | — | | | | 548,176 | | | | — | | | | 328,224 | | | | 20,350 | | | | 1,309,981 | |
President of Group
Manufacturing Segment | | 2017 | | | 400,000 | | | | — | | | | 562,578 | | | | — | | | | 200,328 | | | | 18,231 | | | | 1,181,137 | |
| | | 2016 | | | 393,231 | | | | — | | | | 892,608 | | | | — | | | | 403,137 | | | | 20,946 | | | | 1,709,922 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Todd R. Moore | | 2018 | | | 373,885 | | | | — | | | | 548,176 | | | | — | | | | 297,453 | | | | 8,360 | | | | 1,227,874 | |
| Executive Vice President, | | 2017 | | | 359,000 | | | | — | | | | 485,868 | | | | — | | | | 179,794 | | | | 12,137 | | | | 1,036,799 | |
| Chief Legal, Risk & | | 2016 | | | 357,477 | | | | — | | | | 549,803 | | | | — | | | | 361,815 | | | | 3,158 | | | | 1,272,253 | |
| Compliance Officer and | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Corporate Secretary | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Katy K. Theroux | | 2018 | | | 400,000 | | | | — | | | | 548,176 | | | | — | | | | 315,600 | | | | 9,251 | | | | 1,273,027 | |
| Executive Vice President, | | 2017 | | | 372,404 | | | | — | | | | 509,158 | | | | — | | | | 186,639 | | | | 8,108 | | | | 1,076,309 | |
| Corporate Marketing and | | 2016 | | | 357,477 | | | | — | | | | 494,487 | | | | — | | | | 361,815 | | | | 3,158 | | | | 1,216,937 | |
| Chief Human Resources | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Officer | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Norman C. Chambers | | 2018 | | | 345,865 | | | | — | | | | 389,797 | | | | — | | | | 144,650 | | | | 859,109 | | | | 1,739,421 | |
| Former Executive | | 2017 | | | 825,000 | | | | — | | | | 2,557,122 | | | | — | | | | 550,902 | | | | 63,747 | | | | 3,996,771 | |
| Chairman(g) | | 2016 | | | 825,000 | | | | — | | | | 2,893,601 | | | | — | | | | 1,108,626 | | | | 41,798 | | | | 4,869,025 | |
| (a) | The amounts reported in the “Salary” column are calculated by taking into account the NEOs’ increases in base salary in Fiscal 2018, Fiscal 2017, and Fiscal 2016, but do not take into account any increases following Fiscal 2018 in connection with the Merger. See “Compensation Discussion & Analysis — Base Salary” above. |
| (b) | The amount reported in the “Bonus” column for Mr. Riley reflects a one-time $250,000 cash promotion bonus for Fiscal 2017 in connection with his appointment as CEO. |
| (c) | The amounts reported in the “Stock Awards” column reflects the aggregate grant date fair value of the awards granted under our Incentive Plan in the relevant fiscal years and as Founders Awards in November 2018 in connection with the Merger, computed in accordance with FASB ASC Topic 718. See Note 7 of the consolidated financial statements in NCI’s Annual Report on Form 10-K for the fiscal year ended October 28, 2018 for additional detail regarding assumptions underlying the valuation of equity awards of RSUs and PSUs. See “Compensation Discussion & Analysis — Long-Term Incentive Compensation.” |
| (d) | The amounts reported in the “Option Awards” column reflect the aggregate grant date fair value of the option awards, computed in accordance with FASB ASC Topic 718. See Note 7 of the consolidated financial statements in NCI’s Annual Report on Form 10-K for the fiscal year ended October 28, 2018 for additional detail regarding assumptions underlying the valuation of equity awards of options. See “Compensation Discussion & Analysis — Long-Term Incentive Compensation.” |
| (e) | The amounts in this column reflect the amounts earned for the relevant fiscal years under the Company’s Bonus Program. See “Compensation Discussion & Analysis — Annual Bonus.” |
| (f) | The “All Other Compensation” column includes NCI 401(k) matching contributions and DCP contributions with respect to the named executive officers described below, the taxable value of a life insurance benefit, a transportation allowance for Messrs. Johnson, Kuzdal, Moore and Chambers and, with respect to Mr. Chambers, a one-time $825,000 severance payment (equal to one year of his then-current base salary) pursuant to the terms of his employment agreement with the Company entered into on September 1, 2015. |
In Fiscal 2018, NCI 401(k) matching contributions were made with respect to each of our Named Executive Officers, and DCP matching contributions were made with respect to Messrs. Riley, Johnson and Chambers.
The DCP matching contribution made in Fiscal 2018 of $31,449, $11,523 and $33,158 were paid with respect to Messrs. Riley, Johnson and Chambers.
| (g) | Mr. Johnson served as the Company’s CFO and Treasurer until his resignation, effective June 29, 2018. From June 29, 2018 to November 16, 2018, Mr. Little served as the Company’s interim CFO and Treasurer. As described in the Current Report on Form 8-K filed on November 20, 2018, in connection with the Merger, Shawn K. Poe succeeded Mr. Little as CFO of the Company and Brian P. Boyle succeeded Mr. Little as Treasurer of the Company on November 16, 2018. Mr. Chambers served as Executive Chairman of the Board until his resignation, effective December 31, 2017. |
| (h) | Mr. Little was not a Named Executive Officer in Fiscal 2017 or Fiscal 2016.
|
Fiscal Year 2018 Grants of Plan-Based Awards Table
The following table sets forth information concerning grants of plan-based awards to each of the Named Executive Officers under the Bonus Program and the Incentive Plan during Fiscal 2018.
| | | | | | | | | | | | | | | | | | | | | | | | | All Other | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | Stock | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | Awards; | | | Grant Date | |
| | | | | | | Estimated Future Payouts Under Non- | | | Estimated Future Payouts Under | | | Number of | | | Fair Value of | |
| | | | | | | Equity Incentive Plan Awards(a) | | | Equity Incentive Plan Awards | | | Shares of | | | Stock and | |
| | | | | | | Threshold | | | Target | | | Maximum | | | Threshold | | | Target | | | Maximum | | | Stock or | | | Option | |
| Name | | Grant Date | | Award Type | | ($)(b) | | | ($) | | | ($) | | | (#) | | | (#) | | | (#) | | | Units (#) | | | Awards ($)(c) | |
| Mr. Riley | | 12/15/2017 | | Bonus Program | | | 262,500 | | | | 750,000 | | | | 1,500,000 | | | | – | | | | – | | | | – | | | | – | | | | – | |
| | | 12/15/2017 | | RSA and PSU | | | – | | | | – | | | | – | | | | – | | | | 74,389 | | | | 148,778 | | | | 49,593 | | | | 2,436,246 | |
| Mr. Johnson | | 12/15/2017 | | Bonus Program | | | 120,225 | | | | 343,500 | | | | 687,000 | | | | – | | | | – | | | | – | | | | – | | | | – | |
| | | 12/15/2017 | | RSA and PSU | | | – | | | | – | | | | – | | | | – | | | | 31,616 | | | | 63,232 | | | | 21,077 | | | | 1,035,417 | |
| Mr. Little | | 12/15/2017 | | RSA and PSU | | | 69,563 | | | | 198,750 | | | | 397,500 | | | | – | | | | 7,439 | | | | 14,878 | | | | 4,960 | | | | 243,640 | |
| Mr. Kuzdal | | 12/15/2017 | | Bonus Program | | | 109,200 | | | | 312,000 | | | | 624,000 | | | | – | | | | – | | | | – | | | | – | | | | – | |
| | | 12/15/2017 | | RSA and PSU | | | – | | | | – | | | | – | | | | – | | | | 16,738 | | | | 33,476 | | | | 11,159 | | | | 548,176 | |
| Mr. Moore | | 12/15/2017 | | Bonus Program | | | 98,963 | | | | 282,750 | | | | 565,500 | | | | – | | | | – | | | | – | | | | – | | | | – | |
| | | 12/15/2017 | | RSA and PSU | | | – | | | | – | | | | – | | | | – | | | | 16,738 | | | | 33,476 | | | | 11,159 | | | | 548,176 | |
| Ms. Theroux | | 12/15/2017 | | Bonus Program | | | 105,000 | | | | 300,000 | | | | 600,000 | | | | – | | | | – | | | | – | | | | – | | | | – | |
| | | 12/15/2017 | | RSA and PSU | | | – | | | | – | | | | – | | | | – | | | | 16,738 | | | | 33,476 | | | | 11,159 | | | | 548,176 | |
| Mr. Chambers | | 12/15/2017 | | Bonus Program | | | 192,850 | | | | 551,000 | | | | 1,102,000 | | | | – | | | | – | | | | – | | | | – | | | | – | |
| | | 12/15/2017 | | RSA and PSU | | | – | | | | – | | | | – | | | | – | | | | – | | | | – | | | | 19,837 | | | | 389,797 | |
| (a) | Represents target and maximum amounts potentially payable under NCI’s Bonus Program for Fiscal 2018. See “Compensation Discussion & Analysis — Annual Bonus — Fiscal 2018.” |
| (b) | Payouts under the Fiscal 2018 Bonus Program were determined based on Adjusted EBITDA, and no payment would have been made if Adjusted EBITDA did not exceed $149,000,000 in Fiscal 2018. See “Compensation Discussion & Analysis — Annual Bonus.” Actual payments made under the Fiscal 2018 Bonus Program are reported in the Summary Compensation Table. |
| (c) | Except for Fiscal 2018 Awards based on total shareholder return that have a fair value of $24.59 per share, the grant date fair value of plan-based awards granted to each of our NEOs is based on a price per share of $19.65, which was our closing stock price on December 15, 2017, and the assumption that the FY 2018 Awards vested at target levels. |
Narrative to the Summary Compensation Table and Grants of Plan-Based Awards Table
Employment Agreements
The Company has entered into employment agreements with each of its NEOs. Mr. Johnson and Mr. Chambers each had an employment agreement while employed by the Company. Mr. Johnson’s employment terminated in connection with his resignation from the Company on June 29, 2018. Mr. Chambers’s employment terminated in connection with his resignation from the Company on December 31, 2017. For a description of the material terms of the current employment agreements and for a discussion of enhanced severance benefits upon certain terminations in connection with a change in control of the Company, see “Compensation Discussion & Analysis — Other Compensation — Termination and Change in Control Agreements.”
On the Closing Date, the Company appointed Mr. Metcalf as its Chairman and Chief Executive Officer, and entered into an employment agreement with him. For a discussion of the terms of Mr. Metcalf’s employment agreement, please refer to the section entitled “Appointment of James S. Metcalf as Chairman and Chief Executive of the Company” in Item 5.02. Departure of Directors of Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers” of our Current Report on Form 8-K filed on November 20, 2018.
Fiscal 2018 Bonus Program
Our short-term incentive compensation program for our Named Executive Officers for Fiscal 2018 was dependent upon our attainment of a specified level of Adjusted EBITDA. The amount payable to a recipient of a Fiscal 2018 award under the Bonus Program is determined based on the Adjusted EBITDA level actually attained by us for Fiscal 2018 and is equal to a specified percentage of the recipient’s base salary. For Fiscal 2018, our Compensation Committee did not exercise any discretion to increase or reduce bonuses otherwise payable by reason of the applicable performance criteria. See “Compensation Discussion & Analysis — Annual Bonus” for additional information.
Fiscal 2018 and Fiscal 2019 Long-Term Incentive Awards
In December 2017, our Compensation Committee granted RSUs and PSUs to our NEOs. In November 2018, our Compensation Committee granted options, RSUs and PSUs to our NEOs. See “Compensation Discussion & Analysis — Long-Term Incentive Compensation — Long-Term Incentive Awards Granted in Fiscal 2018 to NEOs” and “Compensation Discussion & Analysis — Long-Term Incentive Compensation — Long-Term Incentive Awards Granted in Fiscal 2019 to NEOs – Founders Awards.” Mr. Johnson forfeited his equity incentive plan awards upon his termination of employment with the Company.
Outstanding Equity Awards at Fiscal Year-End
The following table sets forth information concerning unexercised stock options and unvested restricted stock, RSUs and PSUs held by each of our Named Executive Officers as of October 28, 2018.
| Option Awards | | Stock Awards |
| Name | | Number of
Securities
Underlying
Unexercised
Options
Exercisable
(#)(a) | | | Number of
Securities
Underlying
Unexercised
Options
Unexercisable
(#) | | | Option
Exercise
Price
($) | | | Option
Expiration
Date | | | Grant Award
Date | | Number of
Shares or
Units of
Stock
That Have
Not
Vested
(#)(b) | | | Market
Value of
Shares or
Units of
Stock
That
Have Not
Vested
($)(c) | | | Equity
Incentive
Plan
Awards:
Number
of
Unearned
Shares,
Units or
Other
Rights
That
Have Not
Vested
(#)(d) | | | Equity
Incentive
Plan
Awards:
Market or
Payout
Value of
Unearned
Shares,
Units or
Other
Rights
That Have
Not
Vested
($)(e) | |
| Mr. Riley | | | — | | | | — | | | | — | | | | — | | | 12/08/14 | | | 5,513 | | | | 68,637 | | | | — | | | | — | |
| | | | — | | | | — | | | | — | | | | — | | | 12/15/15 | | | 8,489 | | | | 105,688 | | | | 37,450 | | | | 466,253 | |
| | | | — | | | | — | | | | — | | | | — | | | 12/15/16 | | | 13,969 | | | | 173,914 | | | | 31,272 | | | | 389,336 | |
| | | | — | | | | — | | | | — | | | | — | | | 07/01/17 | | | 15,370 | | | | 191,357 | | | | — | | | | — | |
| | | | — | | | | — | | | | — | | | | — | | | 12/15/17 | | | 49,593 | | | | 617,433 | | | | 74,389 | | | | 926,143 | |
| Mr. Johnson | | | — | | | | — | | | | — | | | | — | | | 12/15/15 | | | — | | | | — | | | | — | | | | — | |
| | | | — | | | | — | | | | — | | | | — | | | 12/15/16 | | | — | | | | — | | | | — | | | | — | |
| | | | — | | | | — | | | | — | | | | — | | | 12/15/17 | | | — | | | | — | | | | — | | | | — | |
| Mr. Little | | | — | | | | — | | | | — | | | | — | | | 12/15/15 | | | 7,491 | | | | 93,263 | | | | 13,375 | | | | 166,519 | |
| | | | — | | | | — | | | | — | | | | — | | | 12/15/16 | | | 4,628 | | | | 57,619 | | | | 10,359 | | | | 128,970 | |
| | | | — | | | | — | | | | — | | | | — | | | 12/15/17 | | | 4,960 | | | | 61,752 | | | | 7,439 | | | | 92,616 | |
| Mr. Kuzdal | | | 86,599 | | | | — | | | | 8.85 | | | | 12/09/19 | | | 12/15/15 | | | 6,670 | | | | 83,042 | | | | 29,425 | | | | 366,341 | |
| | | | 29,167 | | | | — | | | | 12.00 | | | | 12/12/20 | | | 12/15/16 | | | 9,604 | | | | 119,570 | | | | 21,500 | | | | 267,675 | |
| | | | 34,382 | | | | — | | | | 10.18 | | | | 12/21/21 | | | 12/15/17 | | | 11,159 | | | | 138,930 | | | | 16,738 | | | | 208,388 | |
| Mr. Moore | | | — | | | | — | | | | — | | | | — | | | 12/15/15 | | | 5,761 | | | | 71,724 | | | | 25,413 | | | | 316,392 | |
| | | | — | | | | — | | | | — | | | | — | | | 12/15/16 | | | 8,294 | | | | 103,260 | | | | 18,568 | | | | 231,172 | |
| | | | — | | | | — | | | | — | | | | — | | | 12/15/17 | | | 11,159 | | | | 138,930 | | | | 16,738 | | | | 208,388 | |
| Ms. Theroux | | | — | | | | — | | | | — | | | | — | | | 09/02/14 | | | 1,900 | | | | 23,655 | | | | — | | | | — | |
| | | | — | | | | — | | | | — | | | | — | | | 12/15/15 | | | 4,851 | | | | 60,395 | | | | 21,400 | | | | 266,430 | |
| | | | — | | | | — | | | | — | | | | — | | | 12/15/16 | | | 6,985 | | | | 86,963 | | | | 15,636 | | | | 194,668 | |
| | | | — | | | | — | | | | — | | | | — | | | 07/01/17 | | | 3,993 | | | | 49,713 | | | | — | | | | — | |
| | | | — | | | | — | | | | — | | | | — | | | 12/15/17 | | | 11,159 | | | | 138,930 | | | | 16,738 | | | | 208,388 | |
| Mr. Chambers | | | — | | | | — | | | | — | | | | — | | | 02/24/15 | | | — | | | | — | | | | — | | | | — | |
| | | | — | | | | — | | | | — | | | | — | | | 12/15/15 | | | — | | | | — | | | | 133,748 | | | | 1,665,163 | |
| | | | — | | | | — | | | | — | | | | — | | | 12/15/16 | | | — | | | | — | | | | 97,724 | | | | 1,216,664 | |
| (a) | All exercisable stock options previously granted (i) have an exercise price not less than the closing price of NCI’s Common Stock on the day before the grant date, (ii) became exercisable with respect to 25% of the total option shares each year, starting on the first anniversary of the grant date, and (iii) were granted for a term of 10 years. Additional terms governing the stock option awards are described in the narrative above entitled “Executive Compensation — Narrative to the Summary Compensation Table and Grants of Plan-Based Awards Table — Restricted Stock and Restricted Stock Unit Awards and Stock Options.” |
| (b) | Reflects (1) the restricted stock portion of the FY 2018, FY 2017 Awards and FY 2016 Awards granted to the Named Executive Officers on December 15, 2017, December 15, 2016 and December 15, 2015, respectively, and (2) the one-time awards of restricted stock granted in July 2017 to Mr. Riley and Ms. Theroux. For a description of the vesting of these awards, see “Compensation Discussion & Analysis — Long-Term Incentive Compensation” in our Fiscal 2016 proxy and “Executive Compensation — Narrative to the Summary Compensation Table and Grants of Plan-Based Awards Table — Restricted Stock and Restricted Stock Unit Awards and Stock Options.” |
| (c) | This column represents the closing price of our Common Stock on October 26, 2018, the last business day of Fiscal 2018, which is $12.45, multiplied by the number of shares of restricted stock. |
| (d) | This column represents the performance share unit awards granted to the Named Executive Officers on December 15, 2017, determined assuming the target level of performance is achieved. |
| (e) | This column represents the closing price of our Common Stock on October 26, 2018, the last business day of Fiscal 2018, which is $12.45, multiplied by the number of shares underlying the performance share units, determined assuming the target level of performance is achieved. |
Option Exercises and Stock Vested
The following table sets forth information concerning the exercise of options and vesting of restricted stock, RSUs, and PSUs of each of our Named Executive Officers during Fiscal 2018:
| | | Option Awards | | | Stock Awards | |
| Name | | Number of
Shares Acquired
on Exercise (#) | | | Value Realized
on Exercise
($)(a) | | | Number of Shares
Acquired on Vesting
(#) | | | Value Realized on
Vesting ($)(b) | |
| Mr. Riley | | | — | | | | — | | | | 38,496 | | | | 756,036 | |
| Mr. Johnson | | | — | | | | — | | | | 33,093 | | | | 638,695 | |
| Mr. Little | | | — | | | | — | | | | 10,583 | | | | 204,252 | |
| Mr. Kuzdal | | | 20,000 | | | | 207,766 | | | | 18,252 | | | | 352,264 | |
| Mr. Moore | | | — | | | | — | | | | 15,550 | | | | 300,115 | |
| Ms. Theroux | | | — | | | | — | | | | 16,742 | | | | 326,514 | |
| Mr. Chambers | | | 33,334 | | | | 243,338 | | | | 410,783 | | | | 7,912,929 | |
| (a) | The value realized on exercise represents the difference between the market value of our common stock at the time the applicable option was exercised and the exercise price of the option. |
| (b) | This column represents the closing price of our common stock on December 14, 2017 (which is the day before the vesting date of the applicable restricted stock) multiplied by the number of shares of restricted stock held by each NEO, except with respect to 294,997 shares held by Mr. Chambers that vested on December 29, 2017 in connection with is retirement, 5,954 held by Mr. Chambers that vested on February 3, 2018, 7,684 shares held by Mr. Riley that vested on July 1, 2018 and 1,996 shares held by Ms. Theroux that vested on July 1, 2018 per the terms of their respective awards. |
Pension Benefits
We do not sponsor or maintain any plans that provide for specified retirement payments or benefits, such as tax-qualified defined benefit plans or supplemental executive retirement plans, for our Named Executive Officers.
Nonqualified Deferred Compensation
The following table sets forth information concerning nonqualified deferred compensation benefits of each of our Named Executive Officers under the DCP for Fiscal 2018:
| Name | | Executive
Contributions
in Last FY
($)(a) | | | Registrant
Contributions
in Last FY ($) | | | Aggregate
Earnings in
Last FY ($) | | | Aggregate
Withdrawals/
Distributions ($) | | | Aggregate
Balance at Last
FYE ($)(b) | |
| Mr. Riley | | | 31,846 | | | | 31,449 | | | | -422 | | | | — | | | | 128,275 | |
| Mr. Johnson | | | 27,177 | | | | 11,523 | | | | 23,220 | | | | 46,591 | | | | 308,968 | |
| Mr. Little | | | — | | | | — | | | | 529 | | | | — | | | | 40,841 | |
| Mr. Kuzdal | | | — | | | | — | | | | -2,452 | | | | — | | | | 93,082 | |
| Mr. Moore | | | — | | | | — | | | | — | | | | — | | | | — | |
| Ms. Theroux | | | — | | | | — | | | | — | | | | — | | | | — | |
| Mr. Chambers | | | 67,720 | | | | 33,158 | | | | 46,525 | | | | 1,646,980 | | | | 694,861 | |
| (a) | Contributions made by the Named Executive Officers during Fiscal 2018 are included in each such executive’s salary and bonus amounts, as applicable, as reported in the “Summary Compensation Table.” |
| (b) | Of the totals in the “Aggregate Balance at Last FYE” column, the following amounts were reported as compensation in the “Summary Compensation Table” of our proxy statements in Fiscal 2018 and previous years pursuant to the SEC’s current disclosure rules: Mr. Riley, $62,558; Mr. Johnson, $287,639; Mr. Little, $40,312; Mr. Kuzdal $95,264; and Mr. Chambers, $2,194,438. Mr. Moore and Ms. Theroux do not participate in the DCP. Mr. Little was not a Named Executive Officer prior to Fiscal 2018. |
Eligible participants in the DCP include certain employees and non-employee directors of NCI who are selected by the Compensation Committee to participate. The DCP is a nonqualified retirement plan created to provide specified benefits to our highly compensated employees and directors. The DCP allows employees, including the Named Executive Officers, to defer up to 80% of their annual salaries and up to 90% of their annual cash bonuses, and allows NCI’s non-employee directors to defer up to 100% of their annual fees and meeting attendance fees, until a specified date in the future, including at or after retirement. Elections to defer under the DCP must be made prior to the end of the year preceding the year the compensation will be earned. Elections to defer incentive payments based on services to be performed over at least a twelve-month period must be made no later than six months prior to the end of the designated performance period. Mr. Moore chose not to participate in the DCP in Fiscal 2016.
The DCP also allows discretionary matching contributions to provide a supplemental retirement benefit to executives. For Fiscal 2018, we determined to make discretionary matching contributions provided that NCI achieved ROA for Fiscal 2018 of 15%. If target ROA was achieved, we would match the percentage of an executive officer’s salary and bonus that he has voluntarily deferred under the DCP, up to a maximum of 15%. Because our ROA exceeded 15%, this discretionary contribution was made for Fiscal 2018. In addition, NCI made discretionary matching contributions to make up for certain limits applicable to the 401(k) Plan (the “Restoration Match”). Executives generally become vested in the Restoration Match in a manner consistent with NCI’s match in the NCI 401(k) plan, which generally vests ratably over a six-year period. Discretionary matching contributions vest ratably over a three-year period. However, effective upon the consummation of the Equity Investment on October 20, 2009, all matching contributions then allocated to a participant’s account under the DCP became 100% vested. Matching contributions allocated to a participant’s account following October 20, 2009, will also become fully vested upon any subsequent change in control or upon the participant’s retirement, death or disability.
Amounts deferred are deemed invested in one or more phantom investment funds and additional amounts are credited to participants’ accounts based on the hypothetical earnings of such investments. No above-market or preferential earnings are paid under the DCP and, therefore, none of the aggregate earnings reported in the table above are included in the Summary Compensation Table. With the exception of amounts deferred into Common Stock, participants may change their investment options at any time, subject to the administrative procedures adopted by the plan administrator. The table below shows the funds available in the DCP and the annual return of each for Fiscal 2018:
| Investment Funds | | Rate of Return | |
| Wells Fargo Government Money Market Fund | | | 1.5 | % |
| American Funds EuroPacific Growth Fund | | | -10.6 | % |
| American Beacon Stephens Small Cap Growth Fund | | | 18.6 | % |
| Fidelity® 500 Index Fund | | | 7.3 | % |
| Baird Aggregate Bond Fund | | | -2.2 | % |
| NCI Stock Fund | | | -23.2 | % |
Withdrawal elections under the DCP will be made in conjunction with the deferral election, and the scheduled distribution date elected will be the first day of a plan year at least three years after the end of the plan year to which the amounts subject to the election relate. A participant may elect to receive a scheduled in-service distribution in a lump sum or in installments. Changes to withdrawal elections must be made at least 12 months prior to the initial elected payment date and must defer the new initial payment date at least five years. In-service withdrawals are permitted to satisfy an unforeseeable emergency plus the amounts anticipated to pay taxes on the withdrawal amount. If a participant withdraws amounts from the DCP upon an unforeseeable emergency, the participant’s participation in the DCP may be suspended. Upon a change in control or the participant’s death, disability or other termination (other than due to retirement), a participant will receive his vested plan account in a lump sum. Upon a change in control, a participant’s deferral elections immediately terminate with respect to any prospective compensation payable following the change in control.
NEOs may defer receipt of the shares of Common Stock that they earn with respect to the FY 2018 Awards and the FY 2019 Awards. If a deferral election is made, these deferrals will be credited as phantom shares of Common Stock. These deferrals must remain in the form of phantom shares during the entire deferral period and may not be exchanged into any of the other investment options under the DCP. The phantom shares will be settled in actual shares of Common Stock on settlement dates elected by the participant at the time of deferral.
We have established a rabbi trust to provide for NCI’s obligations under the DCP and have formed an administrative committee to manage the DCP and its assets. Pursuant to the investment agreement, effective on October 20, 2009 (the “Investment Agreement”), the DCP was amended to eliminate the right to appoint a third-party administrator of the DCP after October 20, 2009. Similarly, the rabbi trust that is the source of funding for obligations under the DCP was amended so that certain administrative protections that would have gone into effect following a change in control did not apply as a result of the Equity Investment. In addition, as a result of the amendment, the requirement to fully fund the rabbi trust upon a change in control did not apply as a result of the Equity Investment. Prior to the Merger, the rabbi trust was amended on November 12, 2018 to provide that neither the Merger nor any transaction contemplated thereunder constituted a change in control for purposes of the DCP.
Potential Payments upon Termination or Change in Control
We describe below certain payments and benefits that would be received by our Named Executive Officers upon specified terminations of their employment, and up on a change in control of us, under the employment agreements to which we and our Named Executive Officers are parties, as well as under our Incentive Plan and the outstanding equity awards as of the end FY 2018. It should be highlighted that, notwithstanding that an actual change in control of us occurred on November 16, 2018, the following information relates to our fiscal year ended October 28, 2018. Thus, the information that follows does not take into account (1) the changes to outstanding equity awards that occurred at the closing of the Merger (described above in the section entitled “Compensation Committee Report”Discussion & Analysis — Other Compensation — Termination and “Executive Compensation”Change in Control Agreements.” or (2) the grant of the Founders Awards at the closing of the Merger.
Employment Agreements
Each Named Executive Officer has an employment agreement with the Company that provides for severance payments and termination benefits upon a termination of a Named Executive Officer’s employment by the Company without “cause” or by the Named Executive Officer for “good reason,” both prior to and following a change in control of the Company. For a description of the severance benefits to which Named Executive Officers are entitled under the employment agreements, see “Compensation Discussion & Analysis — Other Compensation — Termination and Change in Control Agreements.”
Equity Incentive Awards
FY 2016 Awards
The unvested RSUs granted to the Named Executive Officers as part of the FY 2016 Awards, FY 2017 Awards and FY 2018 Awards become fully vested prior to the completion of the stated vesting period (1) upon the Named Executive Officer’s death or disability, or (2) upon the occurrence of a change in control.
The unvested performance share units granted to the Named Executive Officers as part of the FY 2016 Awards become vested prior to the completion of the performance period as follows: (1) on a pro rata basis (a) in the event the Named Executive Officer’s employment is terminated by NCI without cause, (b) in the event the Named Executive Officer terminates his or her employment for good reason or (c) upon the Named Executive Officer’s death or disability, such pro rata vesting to be determined based on the elapsed portion of the performance period (except that, if the performance period is less than one-half completed, the performance share units will be forfeited upon any such termination other than for death or disability) and measured against the actual satisfaction of the performance criteria; and (2) as to the maximum number of performance share units under the award upon a change in control.
For a discussion of the actual treatment of these awards in the Merger, see “Compensation Discussion & Analysis — Other Compensation — Termination and Change in Control Agreements.”
FY 2017 Awards and FY 2018 Awards
Upon a change in control (as defined above), the FY 2017 Awards and FY 2018 Awards provide that they will be assumed or replaced by economically equivalent alternative awards, and, further, that these awards are intended to fully vest only to the extent that they are not assumed or replaced with alternative awards. The terms of any alternative award must be at least as favorable as the terms of the award being replaced (including an equal or better vesting schedule and, in the case of stock options, an identical or better method of exercise) and must provide for full acceleration in the event that the grantee is terminated by the successor without cause or by the award holder with good reason within two years following the change in control with respect to which the alternative award was granted.
For a discussion of the actual treatment of these awards in the Merger, see “Compensation Discussion & Analysis — Other Compensation — Termination and Change in Control Agreements.”
Quantification of Payments
Termination Payments (unrelated to a Change in Control)
The following table estimates the value of the payments and benefits that each of ourNamed Executive Officers would receive if his or her employment terminated on October 26, 2018 (the last business day of Fiscal 2018) under the circumstances shown and making the following assumptions, except for Mr. Johnson and Mr. Chambers, each of whom departed during FY 2018, and for whom the table instead reflects the actual payments and benefits received in connection with their departure. The table excludes (i) amounts accrued through Fiscal 2018 year-end that would be paid in the normal course of continued employment, such as accrued but unpaid salary, (ii) benefits generally available to all of our salaried employees, and (iii) stock options with a strike price below the closing stock price on October 26, 2018. The amounts reflected for the acceleration of the FY 2016 Awards, FY 2017 Awards and FY 2018 Awards assume that these awards would be settled at target levels. The amounts disclosed assume that the price of our Common Stock was $12.45, which was the closing price of our stock on October 26, 2018. Therefore, such amounts and disclosures should be considered “forward looking statements.”
| Name | | Benefit | | Termination
for Cause
($) | | | Termination
Without
Cause or by
Executive
for Good
Reason ($) | | | Termination
by Executive Without Good
Reason ($) | | | Disability ($) | | | Retirement
($) | | | Death ($) | |
| Mr. Riley | | Non-CIC Severance | | | — | | | | 2,103,570 | | | | — | | | | — | | | | — | | | | — | |
| | | Bonus FY 2018 | | | — | | | | 789,000 | | | | — | | | | — | | | | — | | | | — | |
| | | Accelerated RSU Vesting | | | — | | | | — | | | | — | | | | 1,088,391 | | | | — | | | | 1,088,391 | |
| | | Accelerated Restricted Stock Vesting | | | — | | | | — | | | | — | | | | 68,637 | | | | — | | | | 68,637 | |
| | | Accelerated FY 2016 Awards Vesting (PSU) | | | — | | | | 466,253 | | | | — | | | | 466,253 | | | | — | | | | 466,253 | |
| | | Accelerated FY 2017 Awards Vesting (PSU) | | | — | | | | — | | | | — | | | | 389,336 | | | | — | | | | 389,336 | |
| | | Accelerated FY 2018 Awards Vesting (PSU) | | | — | | | | — | | | | — | | | | 926,143 | | | | — | | | | 926,143 | |
| | | Life Insurance | | | — | | | | — | | | | — | | | | — | | | | — | | | | 100,000 | |
| Mr. Johnson | | Non-CIC Severance | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | |
| | | Bonus FY 2018 | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | |
| | | Accelerated RSU Vesting | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | |
| | | Accelerated Restricted Stock Vesting | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | |
| | | Accelerated FY 2016 Awards Vesting (PSU) | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | |
| | | Accelerated FY 2017 Awards Vesting (PSU) | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | |
| | | Accelerated FY 2018 Awards Vesting (PSU) | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | |
| | | Life Insurance | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | |
| Name | | Benefit | | Termination
for Cause
($) | | | Termination
Without
Cause or by
Executive
for Good
Reason ($) | | | Termination
by Executive Without Good
Reason ($) | | | Disability ($) | | | Retirement
($) | | | Death ($) | |
| Mr. Little | | Non-CIC Severance | | | — | | | | 277,378 | | | | — | | | | — | | | | — | | | | — | |
| | | Bonus FY 2018 | | | — | | | | 268,260 | | | | — | | | | — | | | | — | | | | — | |
| | | Accelerated RSU Vesting | | | — | | | | — | | | | — | | | | 212,634 | | | | — | | | | 212,634 | |
| | | Accelerated Restricted Stock Vesting | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | |
| | | Accelerated FY 2016 Awards Vesting (PSU) | | | — | | | | 166,519 | | | | — | | | | 166,519 | | | | — | | | | 166,519 | |
| | | Accelerated FY 2017 Awards Vesting (PSU) | | | — | | | | — | | | | — | | | | 128,970 | | | | — | | | | 128,970 | |
| | | Accelerated FY 2018 Awards Vesting (PSU) | | | — | | | | — | | | | — | | | | 92,616 | | | | — | | | | 92,616 | |
| | | Life Insurance | | | — | | | | — | | | | — | | | | — | | | | — | | | | 50,000 | |
| Mr. Kuzdal | | Non-CIC Severance | | | — | | | | 428,378 | | | | — | | | | — | | | | | | | | — | |
| | | Bonus FY 2018 | | | — | | | | 328,224 | | | | — | | | | — | | | | — | | | | — | |
| | | Accelerated RSU Vesting | | | — | | | | — | | | | — | | | | 341,541 | | | | — | | | | 341,541 | |
| | | Accelerated Restricted Stock Vesting | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | |
| | | Accelerated FY 2016 Awards Vesting (PSU) | | | — | | | | 366,341 | | | | — | | | | 366,341 | | | | — | | | | 366,341 | |
| | | Accelerated FY 2017 Awards Vesting (PSU) | | | — | | | | — | | | | — | | | | 267,675 | | | | — | | | | 267,675 | |
| | | Accelerated FY 2018 Awards Vesting (PSU) | | | — | | | | — | | | | — | | | | 208,388 | | | | — | | | | 208,388 | |
| | | Life Insurance | | | — | | | | — | | | | — | | | | — | | | | — | | | | 100,000 | |
| Mr. Moore | | Non-CIC Severance | | | — | | | | 389,378 | | | | — | | | | — | | | | — | | | | — | |
| | | Bonus FY 2018 | | | — | | | | 297,453 | | | | — | | | | — | | | | — | | | | — | |
| | | Accelerated RSU Vesting | | | — | | | | — | | | | — | | | | 313,914 | | | | — | | | | 313,914 | |
| | | Accelerated Restricted Stock Vesting | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | |
| | | Accelerated FY 2016 Awards Vesting (PSU) | | | — | | | | 316,392 | | | | — | | | | 316,392 | | | | — | | | | 316,392 | |
| | | Accelerated FY 2017 Awards Vesting (PSU) | | | — | | | | — | | | | — | | | | 231,172 | | | | — | | | | 231,172 | |
| | | Accelerated FY 2018 Awards Vesting (PSU) | | | — | | | | — | | | | — | | | | 208,388 | | | | — | | | | 208,388 | |
| | | Life Insurance | | | — | | | | — | | | | — | | | | — | | | | — | | | | 100,000 | |
| Ms. Theroux | | Non-CIC Severance | | | — | | | | 408,572 | | | | — | | | | — | | | | — | | | | — | |
| | | Bonus FY 2018 | | | — | | | | 315,600 | | | | — | | | | — | | | | — | | | | — | |
| | | Accelerated RSU Vesting | | | — | | | | — | | | | — | | | | 336,001 | | | | — | | | | 336,001 | |
| | | Accelerated Restricted Stock Vesting | | | — | | | | — | | | | — | | | | 23,655 | | | | — | | | | 23,655 | |
| | | Accelerated FY 2016 Awards Vesting (PSU) | | | — | | | | 266,430 | | | | — | | | | 266,430 | | | | — | | | | 266,430 | |
| | | Accelerated FY 2017 Awards Vesting (PSU) | | | — | | | | — | | | | — | | | | 194,668 | | | | — | | | | 194,668 | |
| | | Accelerated FY 2018 Awards Vesting (PSU) | | | — | | | | — | | | | — | | | | 208,388 | | | | — | | | | 208,388 | |
| | | Life Insurance | | | — | | | | — | | | | — | | | | — | | | | — | | | | 100,000 | |
| Name | | Benefit | | Termination
for Cause
($) | | | Termination
Without
Cause or by
Executive
for Good
Reason ($) | | | Termination
by Executive Without Good
Reason ($) | | | Disability ($) | | | Retirement
($) | | | Death ($) | |
| Mr. Chambers | | Non-CIC Severance | | | — | | | | 825,000 | | | | — | | | | — | | | | — | | | | — | |
| | | Bonus FY 2018 | | | — | | | | 144,650 | | | | — | | | | — | | | | — | | | | — | |
| | Accelerated RSU Vesting | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | |
| | | Accelerated Restricted Stock Vesting | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | |
| | | Accelerated FY 2016 Awards Vesting (PSU) | | | — | | | | 1,665,163 | | | | — | | | | 1,665,163 | | | | — | | | | 1,665,163 | |
| | | Accelerated FY 2017 Awards Vesting (PSU) | | | — | | | | 1,216,664 | | | | — | | | | 1,216,664 | | | | — | | | | 1,216,664 | |
| | | Accelerated FY 2018 Awards Vesting (PSU) | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | |
| | | Life Insurance | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | |
Change-in-Control Payments
The following table estimates the value of the payments and benefits that each of our Named Executive Officers would receive if a change in control occurred on October 26, 2018 (the last business day of Fiscal 2018), other than Mr. Johnson and Mr. Chambers, each of whom departed during FY 2018. The table is intended to provide additional information about the effects of a change in control on the compensation of the Named Executive Officers, and should not be understood to supplement or replace the information provided in the table above, which represents payments to the Named Executive Officers upon a termination unrelated to a change in control. Column (A) represents the value of the payments to which each Named Executive Officer would be entitled upon the occurrence of the change in control, without regard to whether the Named Executive Officer continued to be employed by the Company following a change in control. Column (B) represents the value of the payments to which each Named Executive Officer would be entitled if the Named Executive Officer’s employment was terminated in connection with the change in control either by the Company without cause or by the Named Executive Officer for good reason. The payments shown in Column B include the payments in Column A (i.e., the payments in Column (B) are the sum of the “single-trigger” payments shown in Column (A), plus any additional termination benefits to which the Named Executive Officer would be entitled if he or she were terminated following a change in control). The same exclusions and assumptions applicable to the table in “Narrative to the Summary Compensation Table and Grants of Plan-Based Awards Table — Quantification of Payments — Termination Payments” were applied to the following table. Accordingly, such amounts and disclosures should be considered “forward looking statements.”
| | | | | (A) | | | (B) | |
| Name | | Benefit | | Change in Control ($) | | | Change in Control
Followed by a Termination
Without Cause or by
Executive for Good Reason
($) | |
| Mr. Riley | | CIC Severance | | | — | | | | 4,551,378 | |
| | | Accelerated RSU Vesting | | | 106,537 | | | | 799,840 | |
| | | Accelerated Restricted Stock Vesting | | | 69,188 | | | | 69,188 | |
| | | Accelerated FY 2016 Awards Vesting (PSU) | | | 668,237 | | | | 668,237 | |
| | | Accelerated FY 2017 Awards Vesting (PSU) | | | — | | | | 311,474 | |
| | | Accelerated FY 2018 Awards Vesting (PSU) | | | — | | | | 740,912 | |
| | | | | (A) | | | (B) | |
| Name | | Benefit | | Change in Control ($) | | | Change in Control
Followed by a Termination
Without Cause or by
Executive for Good Reason
($) | |
| Mr. Little | | CIC Severance | | | — | | | | 800,638 | |
| | | Accelerated RSU Vesting | | | 94,012 | | | | 164,641 | |
| | | Accelerated Restricted Stock Vesting | | | — | | | | — | |
| | | Accelerated FY 2016 Awards Vesting (PSU) | | | 238,651 | | | | 238,651 | |
| | | Accelerated FY 2017 Awards Vesting (PSU) | | | — | | | | 103,173 | |
| | | Accelerated FY 2018 Awards Vesting (PSU) | | | — | | | | 74,102 | |
| Mr. Kuzdal | | CIC Severance | | | — | | | | 1,068,602 | |
| | | Accelerated RSU Vesting | | | 83,709 | | | | 237,479 | |
| | | Accelerated Restricted Stock Vesting | | | — | | | | — | |
| | | Accelerated FY 2016 Awards Vesting (PSU) | | | 525,029 | | | | 525,029 | |
| | | Accelerated FY 2017 Awards Vesting (PSU) | | | — | | | | 214,140 | |
| | | Accelerated FY 2018 Awards Vesting (PSU) | | | — | | | | 166,705 | |
| Mr. Moore | | CIC Severance | | | — | | | | 969,581 | |
| | | Accelerated RSU Vesting | | | 72,301 | | | | 212,792 | |
| | | Accelerated Restricted Stock Vesting | | | — | | | | — | |
| | | Accelerated FY 2016 Awards Vesting (PSU) | | | 453,444 | | | | 453,444 | |
| | | Accelerated FY 2017 Awards Vesting (PSU) | | | — | | | | 184,945 | |
| | | Accelerated FY 2018 Awards Vesting (PSU) | | | — | | | | 166,706 | |
| Ms. Theroux | | CIC Severance | | | — | | | | 1,024,172 | |
| | | Accelerated RSU Vesting | | | 60,880 | | | | 247,817 | |
| | | Accelerated Restricted Stock Vesting | | | 23,845 | | | | 23,845 | |
| | | Accelerated FY 2016 Awards Vesting (PSU) | | | 381,846 | | | | 381,846 | |
| | | Accelerated FY 2017 Awards Vesting (PSU) | | | — | | | | 155,737 | |
| | | Accelerated FY 2018 Awards Vesting (PSU) | | | — | | | | 166,706 | |
OTHER COMPENSATION INFORMATION
Pay Ratio Disclosure
Pursuant to Item 402(u) of Regulation S-K and Section 953(b) of the Dodd-Frank Act, presented below is the ratio of the annual total compensation of our CEO in Fiscal 2018, Mr. Riley, to the annual total compensation of our median employee (excluding Mr. Riley).
The ratio presented below is a reasonable estimate calculated in a manner consistent with Item 402(u). The SEC’s rules for identifying the median employee and calculating the pay ratio based on that employee’s annual total compensation allow companies to adopt a variety of methodologies, to apply certain exclusions, and to make reasonable estimates and assumptions that reflect their employee populations and compensation practices. As a result, the pay ratio reported by other companies may not be comparable to the pay ratio reported below, as other companies have different employee populations and compensation practices and may utilize different methodologies, exclusions, estimates, and assumptions in calculating their own pay ratios.
We identified our median employee from all full-time and part-time workers who were included as employees on our payroll records as of a determination date of August 1, 2018. The median was identified using base pay, overtime, and bonuses paid over the twelve-month period preceding the determination date. International employees’ pay was converted to US dollar equivalents using exchange rates as of the determination date and pay was annualized for any employees hired during the period.
The 2018 annual total compensation as determined under Item 402 of Regulation S-K for Mr. Riley was $4,018,866, as reported in the Summary Compensation Table of this Form 10-K. The 2018 annual total compensation as determined under Item 402 of Regulation S-K for our median employee was $56,317. The ratio of Mr. Riley’s annual total compensation to our median employee’s annual total compensation for fiscal year 2018 is 71 to 1.
DIRECTOR COMPENSATION
Directors of NCI who are also employees of NCI do not receive compensation for their service as directors. For Fiscal 2018, in addition to reimbursing our non-employee directors for the expenses incurred to attend and/or participate in meetings, we paid non-employee directors the following amounts:
| Annual Retainer Fee | | $ | 65,000 | |
| Audit Committee Chair Annual Retainer Fee | | $ | 18,500 | |
| Compensation Committee Chair Annual Retainer Fee | | $ | 13,500 | |
| Audit Committee Member Annual Retainer Fee | | $ | 10,000 | |
| Compensation Committee Member Annual Retainer Fee | | $ | 7,500 | |
| Nominating and Corporate Governance Committee Member Annual Retainer Fee | | $ | 5,000 | |
| Chair of Nominating and Corporate Governance Committee | | $ | 10,000 | |
| Affiliated Transactions Committee Member Annual Retainer Fee | | $ | 3,000 | |
| Executive Committee Member Annual Retainer Fee | | $ | 3,000 | |
In addition, in Fiscal 2018, Mr. Metcalf received a cash retainer of $135,000 for his service as Chair of the Board. As disclosed in our definitive2017 proxy statement, as of Fiscal 2018, we no longer pay our non-employee directors a fee for their attendance at meetings (except for payments of $750 per meeting to those non-employee directors who participate in meetings of ad hoc committees). Our non-employee directors instead receive annual retainer fees in the amounts disclosed above.
In addition, through Fiscal 2018, each non-employee director received a grant of RSUs and/or stock options under the Incentive Plan having an aggregate fair market value of $90,000 on December 15 of each year. These RSUs generally vest over a one-year period of service, subject to the same acceleration provisions as applied to the restricted stock units granted to our NEOs (see “Executive Compensation — Potential Payments upon Termination or Change in Control — Equity Incentive Awards”).
Messrs. Berges, Sleeper, and Zrebiec have assigned all of the compensation each would receive for his services as a director, including any shares of RSUs, to CD&R, LLC. In the same manner as our other directors, Mr. Berges received reimbursement for travel and other out-of-pocket expenses incurred in connection with his functions and duties as a director, except that Mr. Berges was also entitled to reimbursement of up to $150,000 in the aggregate per calendar year for actual air travel expenses for NCI-related purposes on our corporate aircraft in lieu of reimbursement based on the cost of commercial air travel.
In Fiscal 2019, the Compensation Committee, with assistance from FW Cook, undertook a review of its compensation policy for non-employee directors. Our non-employee directors will instead receive annual meetingretainer fees in the following amounts:
| Annual Retainer Fee | | $ | 75,000 | |
| Audit Committee Chair Annual Retainer Fee | | $ | 22,500 | |
| Compensation Committee Chair Annual Retainer Fee | | $ | 15,500 | |
| Audit Committee Member Annual Retainer Fee | | $ | 10,000 | |
| Compensation Committee Member Annual Retainer Fee | | $ | 7,500 | |
| Nominating and Corporate Governance Committee Member Annual Retainer Fee | | $ | 6,500 | |
| Chair of Nominating and Corporate Governance Committee | | $ | 13,500 | |
| Affiliated Transactions Committee Member Annual Retainer Fee | | $ | 3,000 | |
| Executive Committee Member Annual Retainer Fee | | $ | 3,000 | |
In addition, beginning in Fiscal 2019 each non-employee director will receive a grant of shareholders to be heldRSUs under the Incentive Plan having an aggregate fair market value of $110,000 on FebruaryDecember 15 of each year.
Fiscal Year 2018 Director Compensation Table
The following table provides information concerning the compensation of our non-employee directors for Fiscal 2018.
| Name | | Fees Earned or
Paid in Cash
($)(a)(b) | | | Stock Awards
($)(c) | | | Option Awards
($)(c) | | | All Other
Compensation
($) | | | Total ($) | |
| Kathleen J. Affeldt | | | 78,500 | | | | 109,647 | | | | — | | | | — | | | | 188,147 | |
| George L. Ball | | | 104,000 | | | | 109,647 | | | | — | | | | — | | | | 213,647 | |
| James G. Berges(d) | | | 78,000 | | | | 109,634 | | | | — | | | | — | | | | 187,634 | |
| Gary L. Forbes | | | 104,500 | | | | 109,647 | | | | — | | | | — | | | | 214,147 | |
| John J. Holland | | | 99,375 | | | | 109,647 | | | | — | | | | — | | | | 209,022 | |
| Lawrence J. Kremer | | | 70,000 | | | | 109,647 | | | | — | | | | — | | | | 179,647 | |
| George Martinez | | | 95,500 | | | | 109,647 | | | | — | | | | — | | | | 205,147 | |
| James S. Metcalf | | | 215,500 | | | | 219,274 | | | | — | | | | — | | | | 434,774 | |
| Nathan K. Sleeper | | | 75,500 | | | | 109,634 | | | | — | | | | — | | | | 185,134 | |
| William R. VanArsdale(d) | | | 80,000 | | | | 109,647 | | | | — | | | | — | | | | 189,647 | |
| Jonathan L. Zrebiec | | | 65,750 | | | | 109,634 | | | | — | | | | — | | | | 175,384 | |
| (a) | Includes annual retainer fees, supplemental retainer fees for Committee Chairmen, Board meeting fees and Committee meeting fees for each non-employee director as more fully explained in the preceding paragraphs. |
| (b) | The amounts reported in the “Fees Earned or Paid in Cash” column for each of Messrs. Berges, Sleeper, and Zrebiec represents amounts paid to CD&R, LLC, as assignee of compensation payable to those directors, each of whom is an employee or partner of CD&R, LLC. |
| (c) | The amounts reported in the “Stock Awards” and “Option Awards” columns reflect the aggregate grant date fair value of the awards granted under our Incentive Plan in Fiscal 2018, computed in accordance with FASB ASC Topic 718. See Note 7 of the consolidated financial statements in NCI’s Annual Report on Form 10-K for the fiscal year ended October 28, 2018 for additional detail regarding assumptions underlying the valuation of equity awards. As of October 28, 2018, the non-employee directors held the following outstanding restricted stock awards and stock options: (i) Ms. Affeldt (6,459 restricted shares), (ii) Mr. Forbes (5,580 restricted shares and 7,029 stock options), (iii) Mr. Holland (9,534 restricted shares and 3,514 stock options), (iv) Mr. Kremer (6,459 restricted shares), (v) Mr. Martinez (6,459 restricted shares), (vi) Mr. Ball (6,459 restricted shares), and Mr. Metcalf (11,159 restricted shares). Amounts reported for each of Messrs. Berges, Sleeper, and Zrebiec represent grants of restricted Common Stock issued to CD&R, LLC, as assignee of compensation payable to those directors, each of whom is an employee or partner of CD&R, LLC. These figures do not include RSUs or options granted to the non-employee directors on December 15, 2018. Stock options figures include total exercisable and non-exercisable options. |
| (d) | Messrs. Berges and VanArsdale resigned from the Board effective November 16, 2018. |
Item 12. Security Ownership of Certain Beneficial Owners & Management and Related Stockholder Matters
Equity Compensation Plan Information
The following table summarizes our equity plan information as ofOctober 28, 2018 is incorporated by reference herein..
| Plan Category | | Number of securities
to be issued upon
exercise of
outstanding options,
warrants and rights
(a) | | | Weighted-
average exercise price
of outstanding
options, warrants and
rights
(b) | | | Number of securities
remaining available for future issuance
under equity
compensation plans
(excluding securities
reflected in column
(a))
(c) | |
| Equity compensation plans approved by security holders | | | 1,696,641 | (1) | | | 10.94 | (2) | | | — | |
| Equity compensation plans not approved by security holders(3) | | | N/A | | | | N/A | | | | N/A | |
| Total | | | 460,566 | | | | 10.94 | | | | — | |
Item 12. | (1) | Includes 214,971 shares subject to outstanding stock options, 460,566 shares subject to outstanding RSUs and 1,021,104 shares subject to outstanding PSUs based on assumed target performance, unless performance is otherwise know. |
| (2) | The weighted average remaining contractual life of outstanding options is 2.9 years. |
| (3) | All shares of Common Stock underlying outstanding awards and remaining available for issuance as of October 28, 2018 were under the Incentive Plan. |
Security Ownership of Certain Beneficial Owners and Management
Unless otherwise noted, the following tables set forth, as ofFebruary 5, 2019 (the “Ownership Date”), the number of shares of our equity securities beneficially owned by (1) each person or group known by us to own beneficially more than 5% of the outstanding shares of any class of our equity securities, (2) each director and Related Stockholder Matters.
The informationnominee for director, (3) each of our executive officers identified under the caption
“Outstanding“Executive Compensation,” and (4) all current directors and executive officers as a group. Except as otherwise indicated, each of the persons or groups named below has sole voting power and investment power with respect to the Common Stock. Unless otherwise noted, the mailing address of each person or entity named below is 5020 Weston Parkway, Suite 400, Cary, North Carolina 27513.| | | Beneficial
Ownership(1) | | | | |
| Name of Beneficial Owner or Group | | Number of Shares
of Common Stock | | | Percent | |
| CD&R Pisces Holdings, L.P. (2) | | | 39,128,929 | | | | 31.18 | |
| Clayton Dubilier & Rice Fund VIII, L.P.(3) | | | 22,744,823 | | | | 18.13 | |
| CD&R Friends & Family Fund VIII, L.P.(3) | | | 56,940 | | | | * | |
| GG Shareholders(4) | | | 16,739,403 | | | | 13.34 | |
| Kathleen J. Affeldt(5) | | | 39,195 | | | | * | |
| George Ball | | | 151,670 | | | | * | |
| Norman C. Chambers(5) | | | 329,584 | | | | * | |
| Gary L. Forbes(5) | | | 87,266 | | | | * | |
| John J. Holland(5) | | | 66,779 | | | | * | |
| | | Beneficial
Ownership(1) | | | | |
| Name of Beneficial Owner or Group | | Number of Shares
of Common Stock | | | Percent | |
| Mark E. Johnson(5) | | | 90,858 | | | | * | |
| Lawrence J. Kremer(5) | | | 45,707 | | | | * | |
| John Krenicki(2)(3)(6) | | | — | | | | * | |
| John L. Kuzdal(5) | | | 242,137 | | | | * | |
| Bradley S. Little(5) | | | 11,584 | | | | * | |
| George Martinez(5) | | | 57,804 | | | | * | |
| James Metcalf(5) | | | 137,772 | | | | * | |
| Todd R. Moore(5)(6) | | | 70,515 | | | | * | |
| Timothy O’Brien(5) | | | — | | | | * | |
| Donald R. Riley(5) | | | 128,904 | | | | * | |
| Nathan K. Sleeper(2)(3)(7) | | | — | | | | * | |
| Katy K. Theroux(5) | | | 48,146 | | | | * | |
| Jonathan L. Zrebiec(2)(3)(7) | | | — | | | | * | |
| All directors and executive officers as a group (21 persons)(7)(8) | | | 1,507,921 | | | | 1.20 | |
* Less than 1%.
| (1) | Includes shares beneficially owned by the listed persons, including unvested restricted stock granted in December 2018 and prior years, shares owned under our 401(k) Profit Sharing Plan and phantom units owned under our Deferred Compensation Plan, but does not include any of the restricted stock units or the performance share units granted to the listed persons in December 2015, December 2016, December 2017 or November 2018 (see “Compensation Discussion & Analysis — Long-Term Incentive Compensation”). If a person has the right to acquire beneficial ownership of any shares by exercise of options or by reason of the vesting of restricted stock units previously granted within 60 days after the Ownership Date, those shares are deemed beneficially owned by that person as of the Ownership Date and are deemed to be outstanding solely for the purpose of determining the percentage of the Common Stock that he or she owns. Those shares are not included in the computations for any other person. Please see the tables accompanying footnotes 5 and 7 below for additional information regarding equity compensation awards held by the listed persons. |
| (2) | CD&R Investment Associates X, Ltd. (“CD&R Pisces GP”) is the general partner of CD&R Pisces. |
CD&R Pisces GP, as the general partner of CD&R Pisces, may be deemed to beneficially own the shares of Common Stock shown as beneficially owned by CD&R Pisces. CD&R Pisces GP expressly disclaims beneficial ownership of the Common Stock of which CD&R Pisces has beneficial ownership.
Investment and voting decisions with respect to the shares of Common Stock held by CD&R Pisces or CD&R Pisces GP are made by an investment committee comprised of more than ten individuals (the “CD&R Pisces Investment Committee”). All members of the CD&R Pisces Investment Committee disclaim beneficial ownership of the shares of Common Stock shown as beneficially owned by CD&R Pisces.
CD&R Pisces GP expressly disclaims beneficial ownership of the shares held by CD&R Pisces and the restricted shares held by CD&R, LLC as assignees of director compensation payable to Messrs. Krenicki, Sleeper and Zrebiec. Each of CD&R Pisces and CD&R Pisces GP expressly disclaim beneficial ownership of the restricted shares held by CD&R, LLC as assignees of director compensation payable to Messrs. Krenicki, Sleeper and Zrebiec. CD&R, LLC expressly disclaims beneficial ownership of the shares held by CD&R Pisces.
The address for CD&R Pisces and CD&R Pisces GP is c/o Maples Corporate Services Limited, P.O. Box 309, Ugland House, South Church Street, George Town, Grand Cayman, KY1-1104, Cayman Islands. The address for CD&R, LLC is 375 Park Avenue, 18th Floor, New York, NY 10152.
| (3) | Does not include 120,626 restricted shares of Common Stock and 20,424 restricted stock units issued to CD&R, LLC, as assignee of director compensation payable to Messrs. James G. Berges, John Krenicki, Nathan K. Sleeper and Jonathan L. Zrebiec. |
The general partner of each of the CD&R Fund VIII Investors is CD&R Associates VIII, Ltd., whose sole stockholder is CD&R Associates VIII, L.P. The general partner of CD&R Associates VIII, L.P. is CD&R Investment Associates VIII, Ltd.
CD&R Investment Associates VIII, Ltd. is managed by a two-person board of directors. Donald J. Gogel and Kevin J. Conway, as the directors of CD&R Investment Associates VIII, Ltd., may be deemed to share beneficial ownership of the shares of Common Stock shown as beneficially owned by the CD&R Fund VIII Investors. Such persons expressly disclaim such beneficial ownership.
Investment and voting decisions with respect to the shares of the Company’s Common Stock held by each of the CD&R Fund VIII Investors are made by an investment committee of limited partners of CD&R Associates VIII, L.P., currently consisting of more than ten individuals (the “CD&R Fund VIII Investment Committee”). All members of the CD&R Fund VIII Investment Committee disclaim beneficial ownership of the shares of Common Stock shown as beneficially owned by the CD&R Fund VIII Investors.
Each of CD&R Associates VIII, L.P., CD&R Associates VIII, Ltd. and CD&R Investment Associates VIII, Ltd. expressly disclaims beneficial ownership of the shares held by the CD&R Fund VIII Investors and the restricted shares held by CD&R, LLC as assignees of director compensation payable to Messrs. Berges, Krenicki, Sleeper and Zrebiec. The CD&R Fund VIII Investors expressly disclaim beneficial ownership of the restricted shares held by CD&R, LLC as assignees of director compensation payable to Messrs. Berges, Krenicki, Sleeper and Zrebiec. CD&R, LLC expressly disclaims beneficial ownership of the shares held by the CD&R Fund VIII Investors.
The address for the CD&R Fund VIII Investors, CD&R Associates VIII, L.P., CD&R Associates VIII, Ltd. and CD&R Investment Associates VIII, Ltd. is c/o Maples Corporate Services Limited, P.O. Box 309, Ugland House, South Church Street, George Town, Grand Cayman, KY1-1104, Cayman Islands. The address for CD&R, LLC is 375 Park Avenue, 18th Floor, New York, NY 10152.
| (4) | Unless otherwise indicated, Atrium Intermediate Holdings, LLC (“Atrium Intermediate”) and GGC BP Holdings, LLC (“GGC BP”) are referred to collectively as the “GG Shareholders” |
Golden Gate Capital Stock”Opportunity Fund, L.P. (“GGCOF”), Golden Gate Capital Opportunity Fund-A, L.P. (“GGCOF-A”), GGCOF Co-Invest, L.P. (“GGCOF Co-Invest”), GGCOF Executive Co-Invest, L.P. (“Executive Co-Invest”) and GGCOF IRA Co-Invest, L.P. (“IRA Co-Invest”, together with GGCOF, GGCOF-A, GGCOF Co-Invest and Executive Co-Invest, the “Funds”) hold all of the equity interests in our definitive proxyGGC BP.
Atrium Window Holdings, LLC (“Atrium Holdings”) and Atrium Window Parent, LLC (“Atrium Parent”) are the members of Atrium Intermediate. Atrium Parent is the controlling unitholder of Atrium Holdings. GGC Atrium Window Holdings, LLC (“GGC Atrium”) is the controlling unitholder of Atrium Parent. GGC BP is the controlling unitholder of GGC Atrium.
GGC Opportunity Fund Management, L.P. (“Fund GP”) is the general partner of each of GGCOF and GGCOF-A. GGC Opportunity Fund Management GP, Ltd. (“Ultimate GP”) is the general partner of Fund GP. GGCOF Co-Invest Management, L.P. (“Co-Invest GP”) is the general partner of GGCOF Co-Invest, IRA Co-Invest and Executive Co-Invest. Fund GP is the general partner of Co-Invest GP.
Ultimate GP is governed by its board of directors and has ultimate voting and dispositive authority over the ownership interests of the following entities in the Company: GGC BP, Atrium Holdings, Atrium Intermediate, Atrium Parent and GGC Atrium (collectively, the “Atrium Entities”). Each of the Atrium Entities, the Funds, Fund GP and Co-Invest GP has shared dispositive power with each other with respect to the Common Stock.
The address for the GG Shareholders, Atrium Holdings, Atrium Parent, GGC Atrium, the Funds, Fund GP, Ultimate GP and Co-Invest GP is c/o Golden Gate Private Equity, Inc., One Embarcadero Center, 39th Floor, San Francisco, California 94111.
All information set forth in this footnote (4) was derived from a general statement for our annual meeting of shareholdersacquisition of beneficial ownership on Schedule 13D filed on November 23, 2018 with respect to be held on February 28, 2018 is incorporated by reference herein.the Golden Gate Investors, Atrium Holdings, Atrium Parent, GGC Atrium, the Funds, Fund GP, Ultimate GP and Co-Invest GP.
| (5) | The number of shares of Common Stock beneficially owned by each person reflected in the table above includes options exercisable on the Ownership Date or that would become exercisable within 60 days after the Ownership Date, but excludes (i) options not exercisable within 60 days after the Ownership Date and (ii) unvested restricted stock units and performance share units. The number of options, unvested shares of restricted stock units, and unvested performance shares units beneficially owned by each person shown in the table above is shown in the table below. For more information about outstanding options, restricted stock units, and performance share units, see “Compensation Discussion & Analysis — Long-Term Incentive Compensation.” |
| (6) | 50,095 shares of Common Stock are pledged by Mr. Moore to secure a line of credit as to which he has sole voting and investment power. |
| | | Options | | | | | | | |
| | | Exercisable
Within 60 Days
(included in the
table above) | | | Not
Exercisable
Within 60 Days
(not included
in the table
above) | | | Unvested
Restricted
Stock Units
(not included
in the table
above) | | | Unvested
Performance
Share Units
(not
included in
the table
above) | |
| | | | | | | | | | | | | |
| Kathleen J. Affeldt | | | — | | | | — | | | | 6,808 | | | | — | |
| George Ball | | | — | | | | — | | | | 6,808 | | | | — | |
| Norman C. Chambers | | | — | | | | — | | | | — | | | | — | |
| Gary L. Forbes | | | 14,163 | | | | — | | | | 6,808 | | | | — | |
| John J. Holland | | | 37,259 | | | | — | | | | 6,808 | | | | — | |
| Mark E. Johnson | | | — | | | | — | | | | — | | | | — | |
| Lawrence J. Kremer | | | 9,234 | | | | — | | | | 6,808 | | | | — | |
| John Krenicki(7) | | | — | | | | — | | | | — | | | | — | |
| John L. Kuzdal | | | 150,148 | | | | 96,539 | | | | 78,962 | | | | 30,590 | |
| Bradley S. Little | | | — | | | | 28,604 | | | | 25,409 | | | | 14,239 | |
| George Martinez | | | — | | | | — | | | | 6,808 | | | | — | |
| James Metcalf | | | — | | | | 307,481 | | | | 153,470 | | | | 76,870 | |
| Todd R. Moore | | | — | | | | 100,210 | | | | 61,790 | | | | 53,297 | |
| Timothy O’Brien | | | — | | | | — | | | | 6,808 | | | | — | |
| Shawn K. Poe | | | — | | | | 156,049 | | | | 78,024 | | | | 39,012 | |
| Donald R. Riley | | | — | | | | 204,988 | | | | 158,180 | | | | 135,775 | |
| Nathan K. Sleeper(7) | | | — | | | | — | | | | — | | | | — | |
| Katy K. Theroux | | | — | | | | 122,393 | | | | 76,211 | | | | 56,497 | |
| Jonathan L. Zrebiec(7) | | | — | | | | — | | | | — | | | | — | |
| (7) | Does not include 61,930,692 shares of Common Stock held by investment funds associated with or designated by CD&R, LLC, 120,626 restricted shares of Common Stock issued to CD&R, LLC, or 20,424 restricted stock units issued to CD&R, LLC, as assignee of compensation payable to Messrs. Krenicki, Sleeper and Zrebiec. Messrs. Krenicki, Sleeper and Zrebiec are members of our Board and executives of CD&R, LLC. Messrs. Krenicki, Sleeper and Zrebiec disclaim beneficial ownership of the shares held by CD&R, LLC and by investment funds associated with or designated by CD&R, LLC. |
| (8) | The number of shares of Common Stock beneficially owned by the directors and executive officers as a group reflected in the table above includes beneficial ownership of the additional officers listed in the table below. As with the officers and directors listed individually in Note 5, the number of shares of Common Stock beneficially owned by the directors and executive officers as a group and reflected in the table above includes options exercisable on the Ownership Date or that would become exercisable within 60 days after the Ownership Date, but excludes (i) options not exercisable within 60 days after the Ownership Date and (ii) unvested restricted stock units and performance share units. The number of options, unvested shares of restricted stock units, and unvested performance shares units beneficially owned by these additional officers is shown in the table below. For more information about outstanding options, restricted stock units and performance share units, see “Compensation Discussion & Analysis — Long-Term Incentive Compensation.” |
| | | Options | | | | | | | |
| | | Exercisable
Within 60 Days
(included in the
table above) | | | Not
Exercisable
Within 60 Days
(not included
in the table
above) | | | Unvested
Restricted
Stock Units
(not included
in the table
above) | | | Unvested
Performance
Share Units
(not
included in
the table
above) | |
| Brian P. Boyle | | | — | | | | 60,817 | | | | 30,408 | | | | 15,204 | |
| John L. Buckley | | | — | | | | 190,099 | | | | 95,049 | | | | 47,524 | |
| Arthur W. Steinhafel | | | — | | | | 190,099 | | | | 95,049 | | | | 47,524 | |
Item 13. Certain Relationships and Related Transactions, and Director Independence.
The information underIndependenceDirector Independence
On July 25, 2016, the captions “BoardCD&R Fund VIII Investors decreased their beneficial ownership in the Company from approximately 58.6% to 42.0%. As a result, the Company ceased being deemed a “controlled company,” within the meaning in the NYSE Listed Company Manual. Following a one year phase-in, both the Nominating & Corporate Governance Committee and the Compensation Committee are now entirely comprised of Directors” andindependent directors. As of the date of this Amendment, the Company’s board is comprised of a majority of independent directors, as required by the NYSE. For a description of the transaction resulting in our no longer being deemed a controlled company, please see “Transactions with Related Persons”Persons — CD&R Transactions.”
Our Board determined, after considering all of the relevant facts and circumstances, that Ms. Affeldt, Mr. Ball, Mr. Forbes, Mr. Holland, Mr. Kremer, Mr. Krenicki, Mr. Martinez, Mr. O’Brien and Mr. Sleeper are independent from our management, as “independence” is defined by the listing standards of the NYSE. For a description of transactions between us and certain members of our Board, please see “Transactions with Related Persons — CD&R Transactions.”
Transactions With Related Persons
Policies and Procedures
The Nominating and Corporate Governance Committee has approved and adopted a written statement of policy and procedures with respect to related party transactions. This policy covers the review, approval or ratification of transactions between us and “related parties” (generally, directors, executive officers and employees required to file reports under Section 16 of the Exchange Act and their immediate family members, beneficial owners of 5% or more of any class of our securities, and any entity in which any such persons are employed, are principals, partners or hold a similar position or in which they have a beneficial interest of 5% or more). The policy covers transactions in which NCI and any related party are participants in which a related party has a material interest, other than (1) transactions between us and affiliates of CD&R, LLC, which are evaluated by the Affiliate Transactions Committee pursuant to the guidelines in the New Stockholders Agreement, (2) transactions involving less than $25,000 when aggregated with all similar transactions, and (3) certain exceptions for the employment of executive officers, director compensation, employees of the related party and transactions in which all stockholders receive proportional benefits. The policy generally requires that any related party transaction be approved by the Nominating and Corporate Governance Committee or its Chairman in advance of the consummation or material amendment of the transaction. Under the policy, prior to entering into a related party transaction, a related party must make full written disclosure of all of the facts and circumstances relating to the transaction to our definitive proxyChief Financial Officer or General Counsel, who must assess this information and decide whether it is a related party transaction. If either of the Chief Financial Officer or General Counsel makes this determination, they must submit the transaction to the Nominating and Corporate Governance Committee or to its Chairman. The Nominating and Corporate Governance Committee or its Chairman will approve such transaction only if, in its good faith determination, it is in, or is not inconsistent with, the best interests of NCI and its stockholders. In the event a transaction is not identified as a related party transaction in advance, it will be submitted promptly to the Nominating and Corporate Governance Committee or the Chairman thereof, and such committee or Chair, as the case may be will evaluate the transaction and evaluate all options, including but not limited to ratification, amendment or termination of the transaction. In addition, certain transactions with related stockholders may be subject to the provisions of Section 203 of the Delaware General Corporation Law (the “DGCL”). Section 203 of the DGCL prohibits certain publicly held Delaware corporations from engaging in a business combination with an interested stockholder for a period of three years following the time such person became an interested stockholder unless the business combination is approved in a specified manner. Generally, an interested stockholder is a person who, together with its affiliates and associates, owns 15% or more of the corporation’s voting stock, or is affiliated with the corporation and owns or owned 15% of the corporation’s voting stock within three years before the business combination.
The Affiliate Transactions Committee, which is further described in “Board of Directors — Board Committees — Affiliate Transactions Committee,” is responsible for reviewing, considering and approving certain transactions between NCI and its controlled affiliates, on the one hand, and the CD&R Investors and their affiliates, on the other hand. This committee is made up of (x) the Unaffiliated Shareholder Directors then in office and (y) one CD&R Investor Independent Director, if a CD&R Investor Independent Director is then serving on the Board, and otherwise, the Chief Executive Officer of the Company serving as a director on the Board.
CD&R Transactions
On October 20, 2009, we completed a financial restructuring that resulted in a change in control of NCI. Pursuant to an investment agreement (as amended, the “Investment Agreement”), we issued and sold to the CD&R Fund VIII Investors, for an aggregate purchase price of $250 million, an aggregate of 250,000 shares of Series B Cumulative Convertible Participating Preferred Stock, or “Preferred Stock,” convertible into 39,221,839 shares of Common Stock (adjusted to reflect the 1:5 reverse stock split that occurred on March 5, 2010) based on the initial conversion price (or approximately 68.4% of our then voting power) (such purchase and sale, the “Equity Investment”).
In connection with the Equity Investment, NCI and the CD&R Fund VIII Investors entered into a stockholders agreement, dated October 20, 2009 (the “Old Stockholders Agreement”). Among other provisions, the Old Stockholders Agreement entitled the CD&R Fund VIII Investors to certain nomination or designation rights with respect to our Board; subscription rights with respect to future issuances of common stock by us; corporate governance rights; and consent rights with respect to certain types of transactions we may enter into in the future. In connection with the Equity Investment, we made a determination that the acquisition of our equity interests by the CD&R Fund VIII Investors would not be subject to the provisions of Section 203 of the DGCL. At the time of the Equity Investment, we also entered into a registration rights agreement (the “Old Registration Rights Agreement”) with the CD&R Fund VIII Investors, which provided for customary demand and piggyback registration rights with respect to the shares of our common stock held by the CD&R Fund VIII Investors. The Old Registration Rights Agreement also provided that we would indemnify the CD&R Fund VIII Investors and their affiliates in connection with the registration of our securities thereunder.
On May 8, 2012, we entered into an Amendment Agreement with the CD&R Fund VIII Investors (the “Amendment Agreement”) to terminate our dividend obligation on the Preferred Stock, which accrued at an annual rate of 12% unless paid in cash at 8% (the “Dividend Knock-out”). As consideration for the Dividend Knock-out, the CD&R Fund VIII Investors received a total of 37,834 additional shares of Preferred Stock.
On May 14, 2013, the CD&R Fund VIII Investors delivered a formal notice requesting the conversion of all of their Preferred Stock into shares of our Common Stock (the “Conversion”). In connection with the Conversion request, we issued to the CD&R Fund VIII Investors 54,136,817 shares of our Common Stock (representing the shares of Common Stock issuable in connection with the conversion of (1) the shares of Preferred Stock purchased by the CD&R Fund VIII Investors pursuant to the Investment Agreement, (2) the shares of Preferred Stock issued in satisfaction of our dividend obligations prior to the Dividend Knock-out and (3) the additional shares of Preferred Stock issued in consideration for the Dividend Knock-out). The Conversion eliminated all the outstanding Preferred Stock.
On January 15, 2014, the CD&R Fund VIII Investors completed a registered underwritten offering of 9,775,000 shares of our Common Stock pursuant to our shelf registration statement forpreviously filed and declared effective by the SEC on March 27, 2013 (the “2014 Secondary Offering”). The CD&R Fund VIII Investors received all proceeds from the 2014 Secondary Offering, which was effected pursuant to the Old Registration Rights Agreement. In addition, on January 6, 2014, we entered into a separate agreement with the CD&R Fund VIII Investors to repurchase 1,150,000 shares of our annual meetingCommon Stock, contingent on the closing of shareholdersthe 2014 Secondary Offering and subject to other conditions, at a price per share equal to the price per share to be paid by the underwriters to the CD&R Fund VIII Investors in the 2014 Secondary Offering (the “2014 Stock Repurchase”). The 2014 Stock Repurchase was a private, non-underwritten transaction that was approved and recommended by the Affiliate Transactions Committee of our Board, and closed simultaneously with the 2014 Secondary Offering. We have cancelled all shares repurchased in the 2014 Stock Repurchase.
On July 25, 2016, the CD&R Fund VIII Investors completed a registered underwritten offering, in which the CD&R Fund VIII Investors offered 9 million shares of our Common Stock at a price to the public of $16.15 per share (the “2016 Secondary Offering”), pursuant to our shelf registration statement previously filed and declared effective by the SEC on April 8, 2016. The underwriters also exercised their option to purchase 1.35 million additional shares of our Common Stock from the CD&R Fund VIII Investors. The aggregate offering price for the 10.35 million shares sold in the 2016 Secondary Offering was approximately $160.1 million, net of underwriting discounts and commissions. The CD&R Fund VIII Investors received all of the proceeds from the 2016 Secondary Offering and no shares in the 2016 Secondary Offering were sold by the Company or any of its officers or directors (although certain of our directors are affiliated with the CD&R Fund VIII Investors). In addition, concurrent with the 2016 Secondary Offering, the Company repurchased approximately 2.9 million shares from the CD&R Fund VIII Investors, at a price per share equal to the price per share to be paid by the underwriters to the CD&R Fund VIII Investors in the 2016 Secondary Offering (the “2016 Stock Repurchase”). The 2016 Stock Repurchase was a private, non-underwritten transaction that was approved and recommended by our Affiliate Transactions Committee of our Board, and closed simultaneously with the 2016 Secondary Offering. We have cancelled all shares repurchased in the 2016 Stock Repurchase.
Upon closing of the 2016 Secondary Offering and 2016 Stock Repurchase, the CD&R Fund VIII Investors’ beneficial ownership in the Company decreased from approximately 58.6% to 42.0%. As a result, the CD&R Fund VIII Investors no longer controlled a majority of the voting power of the Company’s common stock resulting in the Company no longer being deemed a “controlled company” within the meaning of the corporate governance rules of the NYSE.
Pursuant to an Underwriting Agreement, dated December 11, 2017 (the “Underwriting Agreement”), among the Company, the CD&R Fund VIII Investors, and Goldman Sachs & Co. LLC (“Goldman”) and RBC Capital Markets, LLC (“RBC” and, together with Goldman, the “Underwriters”), on December 13, 2017 CD&R Fund VIII sold 7,132,145 and F&F Fund VIII sold 17,855 shares of Common Stock, in each case, to the Underwriters at a price of $19.36 per share, in a registered offering (the “2017 Secondary Offering”). Pursuant to the Underwriting Agreement, at the CD&R Fund VIII Investors’ request, the Company purchased 1,150,000 shares of the Common Stock from the Underwriters in the 2017 Secondary Offering at a price per share equal to the price at which the Underwriters purchased the shares from the CD&R Fund VIII Investors. Upon closing of the 2017 Secondary Offering, the CD&R Fund VIII Investors’ beneficial ownership in the Company decreased from approximately 44.8% to 34.7%.
On July 17, 2018, the Company entered into the Merger Agreement and at the Special Shareholder Meeting on November 15, 2018, NCI’s shareholders approved, among other matters, the Merger Agreement and the Stock Issuance. The Company consummated the Stock Issuance on November 16, 2018, pursuant to which CD&R Pisces and the GG Shareholders each received 39,128,929 and 16,739,403 shares of Common Stock, respectively.
Pursuant to the terms of the Merger Agreement, on November 16, 2018, the Company entered into the New Stockholders Agreement with each of the CD&R Investors and the Golden Gate Investors.
Pursuant to the New Stockholders Agreement, among other matters, the CD&R Investors are entitled to nominate for election, fill vacancies and appoint five out of twelve initial members of NCI’s board of directors (the “Board”) and, thereafter, so long as the CD&R Investors beneficially owns at least 7.5% of the outstanding shares of Common Stock, to nominate for election, fill vacancies and appoint replacements for a number of Board members in proportion to the CD&R Investors’ percentage beneficial ownership of outstanding Common Stock, but never to exceed one less than the number of independent, non-CD&R-affiliated directors serving on the Board. The New Stockholders Agreement contains voting agreements between the Company and each of the Investors, including the requirement that each Investor shall vote all of the shares of Common Stock that it beneficially owns (a) in favor of all director nominees, other than CD&R Investor Nominees or director nominees proposed by a Golden Gate Investor, nominated by the Board for election by the stockholders of the Company in accordance with the terms of the New Stockholders Agreement and the By-Laws, (b) as recommended by the Board, on any and all (i) proposals relating to or concerning compensation or equity incentives for directors, officers or employees of the Company adopted in the ordinary course of business consistent with past practice, (ii) proposals by stockholders of the Company, other than a proposal by a CD&R Investor or a Golden Gate Investor, and (iii) proposals the subject matter of which is a CD&R Investor Consent Action (as defined in the New Stockholders Agreement), provided that, in respect of clauses (i) and (iii) only, that the Board’s recommendation is consistent with the CD&R Investors’ exercise of their consent rights provided in the New Stockholders Agreement, and (c) not in favor of any transaction constituting, or that would result in, a Change of Control (as defined in the New Stockholders Agreement) that has not been approved by a majority of the Independent Non-CD&R Investor Directors, if the per share consideration to be received by any CD&R Investor or Golden Gate Investor in connection with such transaction is not equal to, and in the same form as, the per-share consideration to be received by the shareholders not affiliated with the Investors.
Each CD&R Investor and Golden Gate Investor will also have preemptive rights to subscribe for any equity securities the Company proposes to issue in accordance with each Investor’s percentage beneficial ownership of Common Stock, subject to customary exceptions. The CD&R Investors and the Golden Gate Investor Group have each agreed, among other things, that until such time that its percentage beneficial ownership of the outstanding Common Stock falls below 10% and stays below such threshold for a period of six months, to be subject to standstill, voting and transfer restrictions and limitations, including a prohibition on transferring Common Stock to any third party or group that beneficially owns, or would, after giving effect to such transfer, beneficially own 10% or more of Common Stock outstanding. The Company and the CD&R Fund VIII Investors terminated the Old Stockholders Agreement pursuant to the terms of the New Stockholders Agreement.
Pursuant to the terms of the Merger Agreement, the Company entered into a registration rights agreement (the “New Registration Rights Agreement”), dated November 16, 2018, with the CD&R Investors and the Golden Gate Investors, pursuant to which the Company granted the CD&R Investors and the Golden Gate Investors customary demand and piggyback registration rights, including rights to demand registrations and underwritten shelf registration statement offerings with respect to the shares of Common Stock that are held on February 28, 2018 is incorporated by reference herein.the CD&R Investors and the Golden Gate Investors following the consummation of the Merger. The Company and the CD&R Fund VIII Investors terminated the Old Registration Rights Agreement pursuant to the terms of the New Registration Rights Agreement.
As holders of approximately 49.4 % of our outstanding Common Stock as of the Ownership Date, the CD&R Investors will be able to significantly influence matters submitted to stockholders for vote.
As a result of their respective positions with CD&R, LLC and its affiliates, Mr. Krenicki, Mr. Sleeper and Mr. Zrebiec may be deemed to have an indirect material interest in certain agreements executed in connection with the Equity Investment and the Merger, including:
an Indemnification Agreement indemnifying CD&R and its affiliates against certain liabilities arising out of the transactions with CD&R and certain other liabilities and claims;
the Merger Agreement;
the New Stockholders Agreement; and
the New Registration Rights Agreement.
For additional information regarding the transactions with CD&R, LLC and the CD&R Investors’ relationship with CD&R, LLC and the above referenced agreements, see “Item 1. Business” and “Item 1A. Risk Factors” of the Original Filing, as well as Notes 12, 13 and 23 to our audited financial statements included in the Original Filing.
Item 14. Principal Accounting Fees and Services.
The information under the caption “Audit Committee and Auditors — ServicesOur Independent Registered Public Accounting FirmAuditors and Fees
Grant Thornton LLP has served as our principal independent registered public accounting firm since October 29, 2018, and Ernst & Young LLP served as our principal independent registered public accounting firm until October 28, 2018.
Audit Fees”Fees. We incurred fees of $2,289,285 during Fiscal 2018 and $2,473,345 during Fiscal 2017 for Ernst & Young LLP’s independent audit of our annual financial statements, review of the financial statements contained in our definitive proxy statementquarterly reports on Form 10-Q and assistance regarding other SEC filings. All of the audit services provided to us by Ernst & Young LLP during Fiscal 2018 and Fiscal 2017 were pre-approved by the Audit Committee.
Audit-Related Fees. We did not incur any audit-related fees during Fiscal 2018 or 2017.
Tax Fees. We did not incur any tax fees during Fiscal 2018 or 2017.
All Other Fees. We incurred fees of $2,160 during Fiscal 2018 and $2,143 during Fiscal 2017 for our annual meetingresearch tool subscriptions rendered by Ernst & Young LLP. All of shareholdersthe research tool subscriptions provided to us by Ernst & Young LLP during Fiscal 2018 and Fiscal 2017 were pre-approved by the Audit Committee.
Pre-Approval Policies and Procedures for Audit and Non-Audit Services
The Audit Committee has developed policies and procedures concerning its pre-approval of the performance of audit and non-audit services for us by Grant Thornton LLP. These policies and procedures provide that the Audit Committee must pre-approve all audit and permitted non-audit services (including the fees and terms thereof) to be held on February 28,performed for us by Grant Thornton LLP, subject to the de minimis exception for non-audit services described in Section 10A(i)(1)(B) of the Exchange Act that are approved by the Audit Committee before the completion of the audit. In pre-approving all audit services and permitted non-audit services, the Audit Committee or a delegated member must consider whether the provision of the permitted non-audit services is compatible with maintaining the independence of Grant Thornton LLP and its status as our independent auditors.
The Audit Committee has delegated to its members the authority to consider and approve management proposals for the engagement of Grant Thornton LLP to perform certain permitted non-audit services for fees of up to an aggregate of $25,000 between quarterly meetings of the Audit Committee; provided that those pre-approvals are presented to the entire Audit Committee at its next regularly scheduled meeting. Management proposals arising between quarterly Audit Committee meetings are presented for pre-approval to the Chair of the Audit Committee, Mr. Forbes, and in the event of his unavailability, to another member of the Audit Committee.
All of the services performed by Ernst & Young LLP in Fiscal 2018 is incorporatedwere approved in advance by reference herein.
PART IV
Item 15. Exhibits and Financial Statement Schedules.
SchedulesThe following documents are filed as a part of this Amendment to our Annual Report on Form 10-K:
| |
| (a) | The following documents are filed as a part of this report:Financial Statements: Previously included in the Original Filing. |
| |
1.(b) | Financial Statement Schedules: The schedules are either not applicable or the required information is presented in the consolidated financial statements (see Item 8).or notes thereto included in the Original Filing. |
| (c) | Exhibits: See the Exhibit Index immediately following the signatures to this report. |
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
| Dated: February 25, 2019 | NCI BUILDING SYSTEMS, INC. |
2. | consolidated financial statement schedules. |
All schedules have been omitted because they are inapplicable, not required, or the information is included elsewhere in the consolidated financial statements or notes thereto.
| |
3. | ExhibitsBy: | /s/ James S. Metcalf |
| | James S. Metcalf |
| | Chairman of the Board and Chief Executive Officer |
Those exhibits required to be filed by Item 601 of Regulation S-K are listed in the
Index to Exhibits immediately preceding the exhibits filed herewith and such listing is incorporated herein by reference.
Index to Exhibits
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| | |
| 2.1 | | Stockholders Agreement and Plan of Merger, dated as of October 20, 2009,July 17, 2018, by and betweenamong Ply Gem Parent, LLC, NCI Building Systems, Inc. and solely for the Company,purposes of Section 6.1(e), 6.5(a)(i), 6.5(a)(ii), 6.5(a)(iv), 6.5(b) and 6.5(c), Clayton, Dubilier &and Rice, Fund VIII, L.P. and CD&R Friends & Family Fund VIII, L.P.LLC. (filed as Exhibit 2.1 to NCI’s Current Report on Form 8-K dated October 26, 2009July 19, 2018 and incorporated by reference herein) |
| 2.2 | | |
2.3 | | Indemnification Agreement, dated as of October 20, 2009, by and between the Company, NCI Group, Inc., Robertson-Ceco II Corporation, Clayton, Dubilier & Rice Fund VIII, L.P., CD&R Friends & Family Fund VIII, L.P. and Clayton, Dubilier & Rice, Inc. (filed as Exhibit 2.3 to NCI’s Current Report on Form 8-K dated October 26, 2009 and incorporated by reference herein) |
2.53.1 | | |
2.6 | | Amendment, dated as of August 28, 2009, to the Investment Agreement, dated as of August 14, 2009, by and between NCI Building Systems, Inc. and Clayton, Dubilier & Rice Fund VIII, L.P. (filed as Exhibit 2.1 to NCI’s Current Report on Form 8-K dated August 28, 2009 and incorporated by reference herein) |
2.7 | | Amendment No. 2, dated as of August 31, 2009, to the Investment Agreement (as amended), dated as of August 14, 2009, by and between NCI Building Systems, Inc. and Clayton, Dubilier & Rice, Fund VIII, L.P., including exhibits thereto (filed as Exhibit 2.1 to NCI’s Current Report on Form 8-K filed September 1, 2009 and incorporated by reference herein) |
2.8 | | Amendment No. 3, dated as of October 8, 2009, to the Investment Agreement (as amended), dated as of August 14, 2009, by and between NCI Building Systems, Inc. and Clayton, Dubilier & Rice, Fund VIII, L.P., including exhibits thereto (filed as Exhibit 2.1 to NCI’s Current Report on Form 8-K filed October 8, 2009 and incorporated by reference herein) |
2.9 | | Amendment No. 4, dated as of October 16, 2009, to the Investment Agreement (as amended), dated as of August 14, 2009, by and between NCI Building Systems, Inc. and Clayton, Dubilier & Rice, Fund VIII, L.P., including exhibits thereto (filed as Exhibit 2.1 to NCI’s Current Report on Form 8-K filed October 19, 2009 and incorporated by reference herein) |
2.10 | | |
2.11 | | |
2.12 | | |
2.13 | | |
2.14 | | Interest Purchase Agreement, dated as of November 7, 2014, by and among NCI Group, Inc., Steelbuilding.com, Inc., SMST Management Corp., Riverfront Capital Fund and CENTRIA (filed as Exhibit 2.13.2 to NCI’s Current Report on Form 8-K dated November 12, 201420, 2018 and incorporated by reference herein) |
|
| | |
3.13.2 | | |
3.2 | | |
3.3 | | |
3.4 | | |
| 4.1 | | Form of certificate representing shares of NCI’s common stock (filed as Exhibit 4.1 to Amendment No. 1 to NCI’s registration statement on Form S-3 filed with the SEC on September 2, 1998 and incorporated by reference herein). |
| 4.2 | | Indenture, dated as of April 12, 2018, by and among Ply Gem Midco, Inc., as issuer, the subsidiary guarantors from time to time party thereto and Wilmington Trust, National Association, as trustee (filed as Exhibit 4.1 to NCI’s Current Report on Form 8-K dated November 20, 2018 and incorporated by reference herein) |
| 4.3 | | First Supplemental Indenture, dated as of April 12, 2018, by and among Ply Gem Midco, Inc. and Wilmington Trust, National Association, as trustee (filed as Exhibit 4.2 to NCI’s Current Report on Form 8-K dated November 20, 2018 and incorporated by reference herein) |
| 4.4 | | Second Supplemental Indenture, dated as of April 12, 2018, by and among Ply Gem Midco, Inc., the subsidiary guarantors party thereto and Wilmington Trust, National Association, as trustee (filed as Exhibit 4.3 to NCI’s Current Report on Form 8-K dated November 20, 2018 and incorporated by reference herein) |
| 4.5 | | Third Supplemental Indenture, dated as of April 13, 2018, by and among Ply Gem Midco, Inc., the subsidiary guarantors party thereto and Wilmington Trust, National Association, as trustee (filed as Exhibit 4.4 to NCI’s Current Report on Form 8-K dated November 20, 2018 and incorporated by reference herein) |
| 4.6 | | Fourth Supplemental Indenture, dated as of October 15, 2018, by and among Ply Gem Midco, Inc., the subsidiary guarantor party thereto and Wilmington Trust, National Association, as trustee (filed as Exhibit 4.5 to NCI’s Current Report on Form 8-K dated November 20, 2018 and incorporated by reference herein) |
| 4.7 | | Fifth Supplemental Indenture, dated as of November 16, 2018, by and among the Company, the subsidiary guarantors party thereto and Wilmington Trust, National Association, as trustee (filed as Exhibit 4.6 to NCI’s Current Report on Form 8-K dated November 20, 2018 and incorporated by reference herein) |
| 4.8 | | Stockholders Agreement, dated November 16, 2018, by and among NCI Building Systems, Inc., Clayton, Dubilier & Rice Fund VIII, L.P., CD&R Friends & Family Fund VIII, L.P., CD&R Pisces Holdings, L.P., Atrium Intermediate Holdings, LLC, GGC BP Holdings, LLC and AIC Finance Partnership, L.P. (filed as Exhibit 10.1 to NCI’s Current Report on Form 8-K dated November 20, 2018 and incorporated by reference herein) |
| 4.9 | | Registration Rights Agreement, dated November 16, 2018, by and among NCI Building Systems, Inc., Clayton, Dubilier & Rice Fund VIII, L.P., CD&R Friends & Family Fund VIII, L.P., CD&R Pisces Holdings, L.P., Atrium Intermediate Holdings, LLC, GGC BP Holdings, LLC, AIC Finance Partnership, L.P. (filed as Exhibit 10.2 to NCI’s Current Report on Form 8-K dated November 20, 2018 and incorporated by reference herein) |
| †10.1* | | Form of Award Agreement for Equity Awards, applicable to Restricted Stock Units, Performance Share Units and Stock Options (November 2018) |
| †10.2 | | 2003 Long-Term Stock Incentive Plan, as amended and restated October 16, 2012 (filed as Annex A to NCI’s Proxy Statement for the Annual Meeting held February 26, 2013 and incorporated by reference herein) |
| †10.3 | | NCI Building Systems, Inc. Deferred Compensation Plan (as amended and restated effective December 1, 2009) (filed as Exhibit 4.5 to Form S-8 dated April 23, 2010 and incorporated by reference herein) |
| †10.4 | | Form of Indemnification Agreement for Officers and Directors (filed as Exhibit 10.1 to NCI’s Current Report on Form 8-K dated October 22, 2008 and incorporated by reference herein) |
| †10.5 | | Form of Director Indemnification Agreement (filed as Exhibit 10.7 to NCI’s Current Report on Form 8-K dated October 26, 2009 and incorporated by reference herein) |
| †10.6 | | Form of 2010 Nonqualified Stock Option Agreement to Top Eight (8) Executive Officers (filed as Exhibit 99.4 to NCI’s Current Report on Form 8-K dated March 26, 2012 and incorporated by reference herein) |
| †10.7 | | NCI Senior Executive Bonus Plan (filed as Exhibit 10.1 to NCI’s Current Report on Form 8-K dated February 26, 2014 and incorporated by reference herein) |
3.5†10.8 | | |
3.6†10.9 | | |
3.7†10.10 | | |
3.8†10.11 | | |
3.9†10.12 | | |
| †10.13 | | Form of November 16,Employment Agreement between NCI Building Systems, Inc. and named executive officers (filed as Exhibit 10.3 to NCI’s Quarterly Report on Form 10-Q for the quarter ended July 31, 2016 and incorporated by reference herein) |
| †10.14 | | Form of Employment Agreement between NCI Building Systems, Inc. and executive officers (filed as Exhibit 10.4 to NCI’s Quarterly Report on Form 10-Q for the quarter ended July 31, 2016 and incorporated by reference herein) |
| †10.15 | | Form of Award Agreement for Equity Awards, applicable to Restricted Stock Units, Performance Share Units, Stock Options and Performance Cash and Share Awards (December 2016) (filed as Exhibit 10.1 to NCI’s Annual Report on Form 10-K for the fiscal year ended October 30, 2016 and incorporated by reference herein) |
| †10.16 | | Amended and Restated Employment Agreement by and between NCI Building Systems, Inc. and Donald R. Riley, dated June 1, 2017 (filed as Exhibit 3.110.2 to NCI’s CurrentQuarterly Report on Form 8-K dated November 22,10-Q for the quarter ended July 30, 2017 and incorporated by reference herein) |
4.110.17 | | Form of certificate representing shares of NCI’s common stock (filed as Exhibit 1 to NCI’s registration statement on Form 8-A filed with the SEC on July 20, 1998 and incorporated by reference herein) |
4.2 | | |
4.310.18 | | |
4.410.19 | | |
4.510.20 | | |
4.610.21 | | |
4.710.22 | | Amendment No. 1 to Loan and Security Agreement, dated December 3, 2010, by and among the Company, as borrower or guarantor, certain domestic subsidiaries of the Company, as borrowers or guarantors, Wells Fargo Capital Finance, LLC, as administrative agent and co-collateral agent (filed as Exhibit 2.1 to NCI’s Current Report on Form 8-K dated December 9, 2010 and incorporated by reference herein) |
4.810.23 | | Loan and Security Agreement, dated as of October 20, 2009, by and among NCI Group, Inc. and Robertson-Ceco II Corporation, as borrowers, the Company and Steelbuilding.Com, Inc., as guarantors, Wells Fargo Foothill, LLC, as administrative and co-collateral agent, Bank of America, N.A. and General Electric Capital Corporation, as co-collateral agents and the lenders and issuing bank party thereto (filed as Exhibit 10.2 to NCI’s Current Report on Form 8-K dated October 26, 2009 and incorporated by reference herein) |
4.9 | | Amendment No. 1 to Intercreditor Agreement, dated as of June 22, 2012, among the Company, certain of its subsidiaries, Credit Suisse AG, Cayman Islands Branch, as Term Loan Administrative Agent and Term Loan Agent, Wells Fargo Capital Finance, LLC, as Working Capital Administrative Agent and Working Capital Agent and Credit Suisse AG, Cayman Islands Branch, as Control Agent (filed as Exhibit 10.3 to NCI’s Current Report on Form 8-K dated June 22, 2012 and incorporated by reference herein) |
|
| | |
4.1010.24 | | Intercreditor Agreement, dated as of October 20, 2009, by and among the Company, as borrower or guarantor, certain domestic subsidiaries of the Company, as borrowers or guarantors, Wachovia Bank, National Association, as term loan agent and term loan administrative agent, Wells Fargo Foothill, LLC, as working capital agent and working capital administrative agent and Wells Fargo Bank, National Association, as control agent (filed as Exhibit 10.3 to NCI’s Current Report on Form 8-K dated October 26, 2009 and incorporated by reference herein) |
4.1110.25 | | |
4.1210.26 | | Amendment No. 1 to Guaranty Agreement, dated as of June 22, 2012, among Wells Fargo Capital Finance, LLC, formerly known as Wells Fargo Foothill, LLC, in its capacity as administrative agent and co-collateral agent pursuant to the Loan Agreement (as therein defined) acting for and on behalf of the parties thereto as lenders, NCI Group, Inc., Robertson-Ceco II Corporation, the Company and Steelbuilding.com, Inc. (filed as Exhibit 10.4 to NCI’s Current Report on Form 8-K dated June 22, 2012 and incorporated by reference herein) |
| 10.27 | | |
4.1410.28 | | Loan and Security Agreement, dated as of October 20, 2009, by and among NCI Group, Inc. and Robertson-Ceco II Corporation, as borrowers, the Company and Steelbuilding.Com, Inc., as guarantors, Wells Fargo Foothill, LLC, as administrative and co-collateral agent, Bank of America, N.A. and General Electric Capital Corporation, as co-collateral agents and the lenders and issuing bank party thereto (filed as Exhibit 10.2 to NCI’s Current Report on Form 8-K dated October 26, 2009 and incorporated by reference herein) |
| 10.29 | | Pledge and Security Agreement, dated as of October 20, 2009, by and among the Company, NCI Group, Inc. and Robertson-Ceco II Corporation, to and in favor of Wells Fargo Foothill, LLC in its capacity as administrative agent and collateral agent (filed as Exhibit 10.6 to NCI’s Current Report on Form 8-K dated October 26, 2009 and incorporated by reference herein) |
4.15†10.30 | | Commitment Letter, datedAmended and Restated NCI Building Systems, Inc. 2003 Long-Term Stock Incentive Plan, effective as of November 7, 2014, from Credit Suisse AG, Credit Suisse Securities (USA) LLC, Citigroup Global Markets Inc., UBS AG, Stamford Branch, UBS Securities LLC, Royal Bank of Canada and RBC Capital MarketsJanuary 27, 2018 (filed as Exhibit 10.1 to NCI’s Current Report on Form 8-K dated November 12, 2014March 02, 2018 and incorporated by reference herein) |
4.1610.31 | | Indenture,Term Loan Credit Agreement, dated as of January 16, 2015, among NCI Building Systems, Inc., NCI Group, Inc., Robertson-Ceco II Corporation, Steelbuilding.com, Inc. and Wilmington Trust, National Association (filed as Exhibit 4.1 to NCI’s Current Report on Form 8-K dated January 16, 2015 and incorporated by reference herein) |
4.17 | | |
4.18 | | |
10.1 | | Reserved. |
10.2 | | Reserved. |
10.3 | | Reserved. |
†10.4 | | |
†10.5 | | |
†10.6 | | |
†10.7 | | |
†10.8 | | |
†10.9 | | |
†10.10 | | |
†10.11 | | |
†10.12 | | |
†10.13 | | |
|
| | |
†10.14 | | |
†10.15 | | |
†10.16 | | |
†10.17 | | |
†10.18 | | |
†10.19 | | Form of Amendment Agreement, dated August 14, 2009,8, 2018, among the Company, NCI Group, L.P.as Borrower, Credit Suisse AG, Cayman Islands Branch, as Administrative Agent and executive officers (filed as Exhibit 10.20 to NCI’s Annual Report on Form 10-K forCollateral Agent, and the fiscal ended November 1, 2009 and incorporated by reference herein) |
†10.20 | | |
†10.21 | | |
10.22 | | |
10.23 | | |
†10.24 | | |
†10.25 | | |
†10.26 | | |
†10.27 | | |
†10.28 | | |
†10.2910.32 | | |
†10.30 | | |
†10.3110.33 | | EmploymentABL Credit Agreement, effective September 1, 2015, bydated as of February 8, 2018, among the Company, as Borrower, Wells Fargo Bank, National Association, as Administrative Agent and between NCI Building Systems, Inc.Collateral Agent, and Norman C. Chambersthe lenders party thereto (filed as Exhibit 10.1 to NCI’s Quarterly Report on Form 10-Q for the quarter ended August 2, 2015 and incorporated by reference herein) |
†10.32 | | |
†10.33 | | |
†10.34 | | |
†10.35 | | |
|
| | |
†10.36 | | |
†10.37 | | |
†10.38 | | |
†10.39 | | |
†10.40 | | |
†10.41 | | |
†10.42 | | |
†10.43 | | |
†10.44 | | |
†10.45 | | |
†10.46 | | |
10.47 | | |
†10.4810.34 | | FormABL Guarantee and Collateral Agreement, dated as of Award Agreement for Equity Awards, applicable to Restricted Stock Units, Performance Share Units, Stock OptionsFebruary 8, 2018, made by the Company and Performance Cash and Share Awards (December 2016)certain of its subsidiaries, in favor of Wells Fargo Bank, National Association, as Collateral Agent (filed as Exhibit 10.110.4 to NCI’s AnnualCurrent Report on Form 10-K for the fiscal year ended October 30, 20168-K dated February 13, 2018 and incorporated by reference herein) |
†10.4910.35 | | AmendedIntercreditor Agreement, dated as of February 8, 2018, among the Company, certain of its subsidiaries, Credit Suisse AG, Cayman Islands Branch and Restated Employment Agreement by and between NCI Building Systems, Inc. and Donald R. Riley, dated June 1, 2017Wells Fargo Bank, National Association (filed as Exhibit 10.210.5 to NCI’s QuarterlyCurrent Report on Form 10-Q for the quarter ended July 30, 20178-K dated February 13, 2018 and incorporated by reference herein) |
*21.110.36 | | Cash Flow Credit Agreement, dated as of April 12, 2018, by and among Ply Gem Midco, Inc., as borrower, the several banks and other financial institutions from time to time party thereto party thereto and JPMorgan Chase Bank, N.A., as administrative agent and collateral agent (filed as Exhibit 10.3 to NCI’s Current Report on Form 8-K dated November 20, 2018 and incorporated by reference herein) |
| 10.37 | | First Amendment to Cash Flow Credit Agreement, dated as of November 14, 2018, by and among Ply Gem Midco, Inc., and JPMorgan Chase Bank, N.A., as administrative agent (filed as Exhibit 10.4 to NCI’s Current Report on Form 8-K dated November 20, 2018 and incorporated by reference herein) |
| 10.38 | | Lender Joinder Agreement, dated as of November 16, 2018, by and among Ply Gem Midco, Inc., the additional commitment lender party thereto and JPMorgan Chase Bank, N.A., as administrative agent (filed as Exhibit 10.5 to NCI’s Current Report on Form 8-K dated November 20, 2018 and incorporated by reference herein) |
| 10.39 | | Cash Flow Joinder Agreement, dated as of November 16, 2018, by and among Ply Gem Midco, LLC, the Company, the subsidiary guarantors party thereto and JPMorgan Chase Bank, N.A., as administrative agent and collateral agent (filed as Exhibit 10.7 to NCI’s Current Report on Form 8-K dated November 20, 2018 and incorporated by reference herein) |
| 10.40 | | ABL Credit Agreement, dated as of April 12, 2018, by and among Ply Gem Midco, Inc., as parent borrower, the subsidiary borrowers from time to time party thereto, the several banks and other financial institutions from time to time party thereto party thereto and UBS AG, Stamford Branch, as administrative agent and collateral agent (filed as Exhibit 10.8 to NCI’s Current Report on Form 8-K dated November 20, 2018 and incorporated by reference herein) |
| 10.41 | | Amendment No. 1 to ABL Credit Agreement, dated as of August 7, 2018, by and among Ply Gem Midco, Inc., the subsidiary borrowers party thereto, the lenders and issuing lenders party thereto and UBS AG, Stamford Branch, as administrative agent and collateral agent (filed as Exhibit 10.9 to NCI’s Current Report on Form 8-K dated November 20, 2018 and incorporated by reference herein) |
| 10.42 | | Amendment No. 2 to ABL Credit Agreement, dated as of October 15, 2018, by and among Ply Gem Midco, Inc., the subsidiary borrowers party thereto, the incremental lender party thereto and UBS AG, Stamford Branch, as administrative agent, collateral agent and swingline lender (filed as Exhibit 10.10 to NCI’s Current Report on Form 8-K dated November 20, 2018 and incorporated by reference herein) |
| 10.43 | | Amendment No. 3 to ABL Credit Agreement, dated as of November 14, 2018, by and among Ply Gem Midco, Inc., the subsidiary borrowers party thereto, the lenders and issuing lenders party thereto and UBS AG, Stamford Branch, as administrative agent and collateral agent (filed as Exhibit 10.11 to NCI’s Current Report on Form 8-K dated November 20, 2018 and incorporated by reference herein) |
| 10.44 | | Amendment No. 4 to ABL Credit Agreement, dated as of November 16, 2018, by and among Ply Gem Midco, Inc., the subsidiary borrowers party thereto, the incremental lenders party thereto and UBS AG, Stamford Branch, as administrative agent, collateral agent and swingline lender (filed as Exhibit 10.12 to NCI’s Current Report on Form 8-K dated November 20, 2018 and incorporated by reference herein) |
| 10.45 | | Cash Flow Guarantee and Collateral Agreement, dated as of April 12, 2018, by and among Ply Gem Midco, Inc., the guarantors from time to time party thereto and JPMorgan Chase Bank, N.A., as collateral agent and administrative agent (filed as Exhibit 10.6 to NCI’s Current Report on Form 8-K dated November 20, 2018 and incorporated by reference herein) |
| 10.46 | | ABL U.S. Guarantee and Collateral Agreement, dated as of April 12, 2018, by and among Ply Gem Midco, Inc., the U.S. subsidiary borrowers from time to time party thereto, the guarantors from time to time party thereto and UBS AG, Stamford Branch, as collateral agent and administrative agent (filed as Exhibit 10.13 to NCI’s Current Report on Form 8-K dated November 20, 2018 and incorporated by reference herein) |
| 10.47 | | ABL Canadian Guarantee and Collateral Agreement, dated as of April 12, 2018, by and among the Canadian borrowers from time to time party thereto, the guarantors from time to time party thereto and UBS AG, Stamford Branch, as collateral agent and administrative agent (filed as Exhibit 10.14 to NCI’s Current Report on Form 8-K dated November 20, 2018 and incorporated by reference herein) |
| 10.48 | | ABL Joinder Agreement, dated as of November 16, 2018, by and among Ply Gem Midco, LLC, the Company, the subsidiary guarantors party thereto and UBS AG, Stamford Branch, as administrative agent and collateral agent (filed as Exhibit 10.15 to NCI’s Current Report on Form 8-K dated November 20, 2018 and incorporated by reference herein) |
| **21.1 | | List of Subsidiaries |
| **23.1 | | |
| **24.1 | | |
| **31.1 | | |
| **31.2 | | |
**32.131.3 | | |
**32.231.4 | | |
| **101.INS | | XBRL Instance Document |
| **101.SCH | | XBRL Taxonomy Extension Schema Document |
| **101.CAL | | XBRL Taxonomy Extension Calculation Linkbase Document |
| **101.DEF | | XBRL Taxonomy Extension Definition Linkbase Document |
| **101.LAB | | XBRL Taxonomy Extension Labels Linkbase Document |
| **101.PRE | | XBRL Taxonomy Extension Presentation Linkbase Document |
| ** | Furnished herewithIncorporated by reference to this Form 10-K/A as filed with the Original Filing |
| † | Management contracts or compensatory plans or arrangements |
Item 16. Form 10-K Summary.
None.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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. |
| By: | /s/ Donald R. Riley |
| | Donald R. Riley, Chief Executive Officer and President |
Date: December 18, 2017
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated per Form 10-K.
|
| | | | |
Name | | Title | | Date |
/s/ Donald R. Riley | | Chief Executive Officer, President and Director (Principal Executive Officer) | | December 18, 2017 |
Donald R. Riley | | |
/s/ Mark E. Johnson | | Executive Vice President, Chief Financial Officer and Treasurer (Principal Financial Officer) | | December 18, 2017 |
Mark E. Johnson | | |
/s/ Bradley S. Little | | Vice President — Finance and Chief Accounting Officer (Principal Accounting Officer) | | December 18, 2017 |
Bradley S. Little | | |
* | | Executive Chairman of the Board | | December 18, 2017 |
Norman C. Chambers | | |
* | | Director | | December 18, 2017 |
Kathleen J. Affeldt | | |
* | | Director | | December 18, 2017 |
George L. Ball | | |
* | | Director | | December 18, 2017 |
James G. Berges | | |
* | | Director | | December 18, 2017 |
Gary L. Forbes | | |
* | | Director | | December 18, 2017 |
John J. Holland | | |
* | | Director | | December 18, 2017 |
Lawrence J. Kremer | | |
* | | Director | | December 18, 2017 |
George Martinez | | |
* | | Director | | December 18, 2017 |
James S. Metcalf | | |
* | | Director | | December 18, 2017 |
Nathan K. Sleeper | | |
* | | Director | | December 18, 2017 |
William R. VanArsdale | | |
* | | Director | | December 18, 2017 |
Jonathan L. Zrebiec | 57 | |
|
| |
*By: | /s/ Donald R. Riley |
| Donald R. Riley,
Attorney-in-Fact
|
