Item 2.02. Results of Operations and Financial Condition.
On March 7, 2017, NCI issued a press release (the “Press Release”) announcing NCI’s financial results for the first fiscal quarter ended January 29, 2017. A copy of the Press Release is attached as Exhibit 99.1.
Additionally, attached hereto as Exhibit 99.2 is a supplemental operational and financial presentation with the results for the first fiscal quarter ended January 29, 2017 and forward-looking statements relating to the second fiscal quarter ending April 30, 2017 and the fiscal year ending October 29, 2017 (the “Supplemental Presentation”). The Supplemental Presentation will be posted on the company’s website, www.ncibuildingsystems.com, on March 7, 2017.
NCI’s Press Release and Supplemental Presentation include Adjusted EBITDA, Adjusted Operating Income (Loss), Adjusted Net Income Applicable to Common Shares, Adjusted Net Income Per Diluted Common Share and Backlog, which are non-GAAP financial measures. Adjusted EBITDA excludes restructuring and impairment charges, strategic development and acquisition related costs, gain on legal settlements, gain from bargain purchase, gain (loss) on sale of assets and asset recovery, fair value adjustments of acquired inventory and share-based compensation. Adjusted Operating Income (Loss) excludes restructuring and impairment charges, strategic development and acquisition related costs and gain on sale of assets and asset recovery. Adjusted Net Income Applicable to Common Shares and Adjusted Net Income Per Diluted Common Share exclude restructuring and impairment charges, strategic development and acquisition related costs, gain on sale of assets and asset recovery, gain from bargain purchase and the tax effect of the applicable non-GAAP adjustments. Adjusted EBITDA is calculated based on the terms contained in NCI’s term loan credit agreement. Backlog represents the estimated amounts under contractual agreements for products expected to be delivered to our customers under the contractual terms.
Adjusted EBITDA, Adjusted Operating Income (Loss), Adjusted Net Income Applicable to Common Shares, Adjusted Net Income Per Diluted Common Share and Backlog are measures used by management and, therefore, provided to investors to provide comparability between periods of underlying operational results. Adjusted EBITDA, Adjusted Operating Income (Loss), Adjusted Net Income Applicable to Common Shares, Adjusted Net Income Per Diluted Common Share and Backlog should not be considered in isolation or as substitutes for net income, operating income (loss), net income applicable to common shares, net income per diluted common share or revenue determined in accordance with generally accepted accounting principles in the United States. The non-GAAP financial measures and reconciliations thereof to the most directly comparable measures prepared in accordance with generally accepted accounting principles are included in the Press Release furnished as Exhibit 99.1 hereto and the Supplemental Presentation attached hereto as Exhibit 99.2.
The information in this Item 2.02, and in Exhibit 99.1 and Exhibit 99.2 which are attached to this Form 8-K shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise subject to the liabilities of that Section, nor shall they be deemed incorporated by reference in any registration statement or other filing under the Securities Act of 1933, as amended, or the Exchange Act, except in the event that NCI expressly states that such information is to be considered “filed” under the Exchange Act or incorporates it by specific reference in such filing.