Item 2.02. Results of Operations and Financial Condition.
On November 6, 2019, Cornerstone issued a press release (the “Press Release”) announcing Cornerstone’s financial results for the fiscal quarter ended September 28, 2019. 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 fiscal quarter ended September 28, 2019 (the “Supplemental Presentation”). The Supplemental Presentation will be posted on the company’s website, www.cornerstonebuildingbrands.com, on November 6, 2019.
Cornerstone’s Press Release and Supplemental Presentation include Adjusted EBITDA, Adjusted Operating Income, Adjusted Net Income (Loss) Applicable to Common Shares, and Adjusted Net Income (Loss) Per Diluted Common Share, which are non-GAAP financial measures. Adjusted EBITDA excludes restructuring and impairment charges, strategic development and acquisition related costs, loss (gain) on disposition of business, acceleration of CEO retirement benefits, gain on insurance recovery, non-cash gain on foreign currency transactions, loss on extinguishment of debt, non-cash charges of purchase price allocation to inventory, customer inventory buybacks, and share-based compensation. Adjusted Operating Income excludes restructuring and impairment charges, strategic development and acquisition related costs, loss (gain) on disposition of business, acceleration of CEO retirement benefits, gain on insurance recovery, non-cash charges of purchase price allocation to inventory, 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, loss (gain) on disposition of business, loss on extinguishment of debt, acceleration of CEO retirement benefits, gain on insurance recovery, non-cash gain (loss) on foreign currency transactions, non-cash charges of purchase price allocation to inventory, 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.
Adjusted EBITDA, Adjusted Operating Income, Adjusted Net Income (Loss) Applicable to Common Shares, Adjusted Net Income (Loss) Per Diluted Common Share are measures used by management and, therefore, provided to investors to provide comparability between periods of underlying operational results. Adjusted EBITDA, Adjusted Operating Income, Adjusted Net Income (Loss) Applicable to Common Shares, Adjusted Net Income (Loss) Per Diluted Common Share 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 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 Cornerstone expressly states that such information is to be considered “filed” under the Exchange Act or incorporates it by specific reference in such filing.