Item 2.02. Results of Operations and Financial Condition.
On May 11, 2021, Cornerstone issued a press release (the "Press Release")
announcing Cornerstone's financial results for the fiscal quarter ended April 3,
2021. A copy of the Press Release is attached as Exhibit 99.1.
Additionally, the slide presentation being used in connection with the Company's
previously announced May 12, 2021 webcast and conference call to discuss its
first quarter 2021 results (the "Supplemental Presentation") is available in the
Investor Relations section of the Company's website at
www.cornerstonebuildingbrands.com.
Cornerstone's Press Release and Supplemental Presentation include Adjusted
EBITDA, Adjusted Operating Income, Adjusted Net Income (Loss) Applicable to
Common Shares, Adjusted Net Income (Loss) Per Diluted Common Share, Pro Forma
Net Sales, Pro Forma Gross Profit, Pro Forma Adjusted EBITDA, and Free Cash Flow
which are non-GAAP financial measures.which are non-GAAP financial measures.
Adjusted EBITDA excludes restructuring and impairment charges, strategic
development and acquisition related costs, goodwill impairment, COVID-19 related
costs, non-cash gain (loss) on foreign currency transactions, customer inventory
buybacks, and share-based compensation. Adjusted Operating Income excludes
restructuring and impairment charges, strategic development and acquisition
related costs, goodwill impairment, COVID-19 related costs, and customer
inventory buybacks. Adjusted Net Income (Loss) Applicable to Common Shares and
Adjusted Net Income (Loss) Per Diluted Common Share exclude restructuring and
impairment charges, strategic development and acquisition related costs,
goodwill impairment, COVID-19 related costs, non-cash gain (loss) on foreign
currency transactions, customer inventory buybacks, and the tax effect of the
applicable non-GAAP adjustments. Adjusted EBITDA is calculated based on the
terms contained in Cornerstone's term loan credit agreement. Free Cash Flow is
defined as net cash provided by operating activities less capital expenditures.
Adjusted EBITDA, Adjusted Operating Income, Adjusted Net Income (Loss)
Applicable to Common Shares, Adjusted Net Income (Loss) Per Diluted Common
Share, Pro Forma Net Sales, Pro Forma Gross Profit, Pro Forma Adjusted EBITDA,
and Free Cash Flow are measures used by management and, therefore, provided to
investors to provide comparability between periods of underlying operational
results. Adjusted EBITDA, Adjusted Operating Income, Adjusted Net Income (Loss)
Applicable to Common Shares, Adjusted Net Income (Loss) Per Diluted Common
Share, Pro Forma Net Sales, Pro Forma Gross Profit, Pro Forma Adjusted EBITDA,
and Free Cash Flow should not be considered in isolation or as substitutes for
net income (loss), operating income (loss), net income (loss) applicable to
common shares, net income (loss) per diluted common share, revenue or net cash
provided by operating activities as 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.
The information in this Item 2.02 and in Exhibit 99.1 which is 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 Cornerstone expressly states that such information is to be considered
"filed" under the Exchange Act or incorporates it by specific reference in such
filing.
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Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. Description
99.1 Press Release dated May 1 1 , 202 1
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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