SOURCE: NCI Building Systems, Inc.

NCI Building Systems, Inc.

September 07, 2010 16:01 ET

NCI Building Systems Reports Third Quarter Fiscal 2010 Results

Revenues Increased 3.1% Year-Over-Year; Tonnage Shipped Was up 1%

Adjusted EBITDA Was $10.2 Million; Adjusted Operating Income Was $1.6 Million

Coatings and Components Groups Continued to Post Operating Profits

HOUSTON, TX--(Marketwire - September 7, 2010) - NCI Building Systems, Inc. (NYSE: NCS) today reported financial results for the third quarter ended August 1, 2010.

Third Quarter 2010 Financial Results

"As anticipated, third quarter revenues benefitted from a seasonal pick-up in activity, although demand in our markets continued to reflect weak economic conditions," said Norman C. Chambers, NCI's Chairman, President and Chief Executive Officer. "Our strategy of expanding our builder network, extending our product lines and shortening order to delivery times continues to yield positive results and market share gains. While prevailing industry conditions remain very challenging, we remain confident that the actions we have taken strengthen our prospects for growth and increased profitability as our markets recover."

Mr. Chambers added, "Both our Coatings group and our Components group again reported operating profits; however, our Buildings group did not return to operating profitability in the third quarter, as pricing pressure and higher steel costs offset the benefits of higher volume. At the end of the quarter the Buildings group's backlog was $223 million, down from $259 million at the end of the prior quarter. Approximately two-thirds of this decline is attributable to slower bookings resulting from the recent economic pullback combined with improved pricing discipline on incoming orders. The remaining decline reflects the net effect of our initiatives to re-price our existing projects to account for higher steel costs and the exclusion of jobs considered inactive in the current market environment to more closely align our reported backlog with near term shipping schedules."

For the third quarter, sales were $245.3 million, up 3.1% from the $237.9 million reported in last year's third quarter and a 21.7% sequential increase over the $201.6 million reported in the prior quarter. Gross profit margin was 20.5% compared to 25.8% in the year-ago third quarter and 20.2% in the prior quarter.

Selling, general and administrative expenses were $48.7 million, or 19.9% of revenues. This compares to $49.8 million, or 20.9% of revenues in last year's third quarter, and $49.0 million, or 24.3% of revenues in the prior quarter. The Company posted an adjusted operating profit of $1.6 million, which excluded a $551,000 restructuring charge related to the 2009 cost reduction program. In last year's third quarter, the adjusted operating profit was $11.5 million and in the prior quarter the adjusted operating loss was $8.4 million. Adjusted EBITDA, defined as earnings before interest, taxes, depreciation and amortization, and cash and other non-cash items, in accordance with the Company's bank credit agreement, was $10.2 million compared to $21.4 million in last year's third quarter and $1.1 million for the 2010 second quarter.

For the third quarter, the Company reported a net loss applicable to common shares of $16.5 million, which included the accrual of preferred stock dividends and accretion of $8.6 million and a non-cash beneficial conversion feature charge of $4.6 million. This compares to a net profit of $2.6 million in the 2009 third quarter. In the 2010 second quarter, the net loss applicable to common shares was $257.3 million, which included the accrual of convertible preferred stock dividends and accretion of $8.4 million and a non-cash beneficial conversion feature charge of $241.3 million.

For this year's third quarter, the adjusted loss per diluted share, excluding the non-cash beneficial conversion charge and the $551,000 restructuring charge, was $0.64; the reported net loss per diluted share was $0.90. This compares to an adjusted net profit per diluted share of $0.95 and a reported net profit per diluted share of $0.65 in last year's third quarter and an adjusted net loss per diluted share of $0.86 and a reported net loss per diluted share of $14.15 in the 2010 second quarter, each adjusted for the 1-for-5 reverse split that was effective at the close of market on March 5, 2010.

The weighted average number of common shares used in the calculation of third quarter 2010 per share amounts was 18.3 million compared to 3.9 million last year.

Inventory levels increased 4.7% sequentially to $105.3 million, reflecting higher steel prices and raw material pre-buys. Annualized inventory turnover was 7.2 turns for the third quarter compared to 6.3 turns for the second quarter.

Capital expenditures were $11.3 million for the first nine months of the fiscal year, inclusive of $4.9 million for the recently acquired Middletown coating facility. Exclusive of the purchase of the Middletown plant, full year fiscal 2010 capital expenditures are expected to be between $11 million and $13 million, consistent with the Company's previous forecast.

Third Quarter Segment Performance

The Company reported an adjusted operating profit of $1.6 million, which is reconciled with the reported GAAP operating income (loss) in the table below.



                        NCI BUILDING SYSTEMS, INC.
                            BUSINESS SEGMENTS
              NON-GAAP FINANCIAL MEASURES AND RECONCILIATIONS
  RECONCILIATION OF OPERATING INCOME (LOSS) TO ADJUSTED OPERATING INCOME
                     (LOSS) EXCLUDING SPECIAL CHARGES
                FOR THE THREE MONTHS ENDED AUGUST 1, 2010
                                (Unaudited)
                              (In thousands)

                                          Engineered
                     Metal Coil   Metal    Building
                      Coating   Components  Systems  Corporate Consolidated
                     ---------- ---------  --------  ---------  ----------

Operating income
 (loss), GAAP basis  $    5,201 $  10,567  $ (3,112) $ (11,580) $    1,076
Asset impairments
 (recovery)                   -       (78)       14          -         (64)
Restructuring
 charges                      -       150       401          -         551
                     ---------- ---------  --------  ---------  ----------
"Adjusted" operating
 income (loss) (1)   $    5,201 $  10,639  $ (2,697) $ (11,580) $    1,563
                     ========== =========  ========  =========  ==========

(1) The Company discloses a tabular comparison of "Adjusted" operating
    income (loss), which is a non-GAAP measure because it is referred to in
    the text of our press release and is instrumental in comparing the
    results from period to period.  "Adjusted" operating income (loss)
    should not be considered in isolation or as a substitute for operating
    income (loss) as reported on the face of our statement of operations.

"Each of our three business segments operated in a very challenging business environment characterized by weak demand, pricing pressure and higher steel costs. Our integrated business model continued to help us navigate these difficult economic conditions, as higher intersegment sales increased the absorption of fixed costs," Mr. Chambers said.

The Components group's sales results benefitted from increased shipments of its insulated metal panels and NuRoof® products and a 52% increase in intersegment sales this quarter, although overall tons shipped declined compared to last year's third quarter. Through commercial discipline and cost containment, this segment maintained a reasonable operating margin despite a 7% decline in third-party sales.

The Coatings group continued to successfully sell its products to end users outside of the nonresidential construction industry and posted an 11.4% increase in third-party sales and an 18.2% increase in intersegment sales. Operating income increased more than four-fold.

The Buildings group's results continued to reflect a confluence of factors, including the overall weakness in nonresidential construction activity and significant margin compression related to pricing pressure coupled with increasing steel costs. Through technology investments, this group has succeeded in meeting or exceeding requests for faster turnaround times on all project phases, which has become an important competitive advantage.

Market Commentary

Nonresidential construction activity measured in square feet declined significantly from the comparable period in 2009. McGraw-Hill reported that new construction activity measured in square feet was down 28% in the first nine months of the Company's fiscal 2010 compared to the same period of 2009, and NCI's traditionally strong commercial and industrial markets were off approximately 35%, as reported in McGraw-Hill's July data.

The American Institute of Architect's Architectural Billing Index published for July was 47.9. While still below 50 for all sectors combined, the commercial and industrial component of the index remained above 50 for the third consecutive month. McGraw-Hill is currently forecasting that nonresidential construction activity measured in square feet will be 14% lower in calendar 2010 compared to calendar 2009.

Outlook

"The well-reported economic pullback that affected July bookings has limited our visibility. Based on the current shipping schedule, however, we continue to expect our fourth quarter results to reflect a seasonal pick-up. This should result in revenue levels that would be similar to those of the third quarter and adjusted operating profits that show modest improvement over third quarter levels," Mr. Chambers said.

"We continue to position NCI for the future by maximizing our opportunities for growth and efficiency improvements within today's challenging economic environment. This involves maintaining our focus on increasing market share through effective sales and marketing initiatives, product line expansion, and by fully supporting and increasing the competitiveness of our builder network. It also involves a commitment to maintaining a lean operating infrastructure through ongoing programs to reduce conversion costs, improve supply chain management and streamline production processes."

The NCI Building Systems, Inc. third quarter conference call is scheduled for September 7, 2010, at 5:00 PM ET. Please call 1-412-858-4600 to participate in the call. To listen to a live broadcast of the call over the Internet or to review the archived call, please visit the Company's website at www.ncilp.com. To access the taped replay, please dial 1-412-317-0088 and the passcode 419727# when prompted. The Webcast archive and taped replay will both be available two hours after the call through September 14, 2010.

NCI Building Systems, Inc. is one of North America's largest integrated manufacturers of metal products for the nonresidential building industry. NCI is comprised of a family of companies operating manufacturing facilities across the United States and Mexico, with additional sales and distribution offices throughout the United States and Canada.

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and Section 27A of the Securities Act. These statements and other statements identified by words such as "believe," "guidance," "potential," "expect," "should," "will" and similar expressions are forward-looking statements within the meaning of the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995. These forward-looking statements reflect our current expectations and/or beliefs concerning future events. As a result, these forward-looking statements rely on a number of assumptions, forecasts, and estimates and, as a result, these forward-looking statements are subject to a number of risks and uncertainties that may cause the Company's actual performance to differ materially from that projected in such statements. Among the factors that could cause actual results to differ materially include, but are not limited to industry cyclicality and seasonality and adverse weather conditions; ability to service the Company's debt; fluctuations in customer demand and other patterns; raw material pricing and supply; competitive activity and pricing pressure; general economic conditions affecting the construction industry; financial crises or fluctuations in the U.S. and abroad; changes in laws or regulations; and the volatility of the Company's stock price. Item 1A "Risk Factors" in the Company's Annual Report on Form 10-K for the fiscal year ended November 1, 2009, identifies other important factors, though not necessarily all such factors, that could cause future outcomes to differ materially from those set forth in the forward-looking statements. NCI expressly disclaims any obligation to release publicly any updates or revisions to these forward-looking statements to reflect any changes in its expectations.


                        NCI BUILDING SYSTEMS, INC.
                  CONSOLIDATED STATEMENTS OF OPERATIONS
                                (Unaudited)
                  (In thousands, except per share data)
                          (2009 as Adjusted (1))




                      For the Three Months Ended For the Nine Months Ended
                         August 1,    August 2,    August 1,    August 2,
                            2010         2009         2010         2009
                        -----------  -----------  -----------  -----------

Sales                   $   245,292  $   237,860  $   629,072  $   721,944
Cost of sales,
 excluding lower of
 cost or market
 adjustment and
 asset impairments
 (recovery)                 194,999      176,565      504,765      566,053
Lower of cost or
 market adjustment                -            -            -       39,986
Asset impairments
 (recovery)                     (64)          26          849        5,944
                        -----------  -----------  -----------  -----------
  Gross profit               50,357       61,269      123,458      109,961
                               20.5%        25.8%        19.6%        15.2%

Selling, general and
 administrative
 expenses                    48,730       49,829      142,367      159,533
Goodwill and other
 intangible asset
 impairment                       -            -            -      622,564
Restructuring charge            551        1,213        1,904        7,488
                        -----------  -----------  -----------  -----------
  Income (loss) from
   operations                 1,076       10,227      (20,813)    (679,624)

Interest income                  32           81           69          360
Interest expense             (4,424)      (6,568)     (13,638)     (19,638)
Debt extinguishment
 and refinancing costs            -         (401)        (174)      (1,030)
Other income
 (expense), net                (204)       1,093        1,579        1,569
                        -----------  -----------  -----------  -----------

Income (loss) before
 income taxes                (3,520)       4,432      (32,977)    (698,363)
(Benefit) provision
 for income taxes              (221)       1,825      (11,536)     (49,418)
                        -----------  -----------  -----------  -----------
                                6.3%        41.2%        35.0%         7.1%

Net income (loss)       $    (3,299) $     2,607  $   (21,441) $  (648,945)
Convertible preferred
 stock dividends and
 accretion                    8,637            -       25,178            -
Convertible preferred
 stock beneficial
 conversion feature           4,583            -      246,052            -
                        -----------  -----------  -----------  -----------
Net income (loss)
 applicable to common
 shares                 $   (16,519) $     2,607  $  (292,671) $  (648,945)
                        ===========  ===========  ===========  ===========


Earnings (loss) per
 share:
  Basic                 $     (0.90) $      0.65  $    (16.10) $   (166.67)
  Diluted               $     (0.90) $      0.65  $    (16.10) $   (166.67)

Weighted average number
 of common shares
 outstanding:
  Basic                      18,274        3,899       18,184        3,894
  Diluted                    18,274        3,899       18,184        3,894

Increase (decrease) in
 sales                          3.1%                    -12.9%

Gross profit percentage        20.5%        25.8%        19.6%        15.2%

Selling, general and
 administrative expenses
 percentage                    19.9%        20.9%        22.6%        22.1%

(1) Amounts have been retrospectively adjusted as a result of the adoption,
    effective November 2, 2009, of ASC Subtopic 470-20, "Debt with
    Conversion and Other Options," and ASC Subtopic 260-10, "Earnings per
    Share." In addition, on March 5, 2010, the Company filed an amendment
    to its Certificate of Incorporation to effect the Reverse Stock Split
    at an exchange ratio of 1-for-5.  As such, we have retrospectively
    adjusted basic and diluted earnings per share, common stock, stock
    options and common stock equivalents for the reverse stock split in all
    periods presented.






                        NCI BUILDING SYSTEMS, INC.
                        CONSOLIDATED BALANCE SHEETS
                              (In thousands)
                          (2009 as Adjusted (1))


                                                August 1,     November 1,
                                                  2010           2009
                                              -------------  -------------
                                               (Unaudited)
ASSETS
  Cash and cash equivalents                   $      53,643  $      90,419
  Restricted cash                                     2,838          5,154
  Accounts receivable, net                           81,834         82,889
  Inventories                                       105,311         71,537
  Deferred income taxes                              19,428         18,787
  Income taxes receivable                            13,523         27,622
  Investments in debt and equity securities,
   at market                                          3,500          3,359
  Prepaid expenses and other                         13,550         14,494
  Assets held for sale                                6,304          4,963
                                              -------------  -------------
    Total current assets                            299,931        319,224
                                              -------------  -------------

  Property and equipment, net                       219,202        232,510
  Goodwill                                            5,200          5,200
  Intangible assets, net                             26,827         28,370
  Restricted cash, net of current portion                 -          7,825
  Other assets                                       17,420         21,389
                                              -------------  -------------

    Total assets                              $     568,580  $     614,518
                                              =============  =============

LIABILITIES AND STOCKHOLDERS' EQUITY
  Current portion of long-term debt           $           -  $      14,164
  Note payable                                          723            481
  Accounts payable                                   71,728         71,252
  Accrued compensation and benefits                  30,917         37,215
  Accrued interest                                    1,621            776
  Other accrued expenses                             46,397         54,797
                                              -------------  -------------
    Total current liabilities                       151,386        178,685
                                              -------------  -------------

  Long-term debt                                    136,301        136,085
  Deferred income taxes                              18,749         18,848
  Other long-term liabilities                         7,077          8,007
                                              -------------  -------------
    Total long-term liabilities                     162,127        162,940
                                              -------------  -------------

  Series B cumulative convertible
   participating preferred stock                    247,993        222,815

  Common stock                                          909            904
  Additional paid-in capital                        266,326        288,093
  Accumulated deficit                              (251,501)      (230,060)
  Accumulated other comprehensive loss               (8,660)        (8,859)
                                              -------------  -------------
    Total stockholders' equity                        7,074         50,078
                                              -------------  -------------

    Total liabilities and shareholders'
     equity                                   $     568,580  $     614,518
                                              =============  =============

(1) Amounts have been retrospectively adjusted as a result of the adoption,
    effective November 2, 2009, of ASC Subtopic 470-20, "Debt with
    Conversion and Other Options."




                        NCI BUILDING SYSTEMS, INC.
                  CONSOLIDATED STATEMENTS OF CASH FLOWS
                                (Unaudited)                                
                          (2009 as Adjusted (1))
                              (In thousands)


                                                 For the Nine Months Ended
                                                    August 1,   August 2,
                                                       2010        2009
                                                    ----------  ----------

Cash flows from operating activities:
  Net loss                                          $  (21,441) $ (648,945)
  Adjustments to reconcile net loss to net cash
   (used in) provided by operating activities:
    Depreciation and amortization                       26,017      25,298
    Non-cash interest expense on convertible notes           -       6,297
    Share-based compensation expense                     3,578       3,789
    Debt extinguishment and refinancing costs              174       1,030
    Gain on embedded derivative                           (930)          -
    (Gain) loss on sale of property, plant and
     equipment                                             166        (771)
    Lower of cost or market reserve                          -      39,986
    Provision for doubtful accounts                        131       1,224
    Benefit for deferred income taxes                     (580)    (24,576)
    Asset impairments, net                                 849       5,944
    Impairment of goodwill and intangible assets             -     622,564
Changes in operating assets and liabilities, net of
 effect of acquisitions:
    Accounts receivable                                    924      81,080
    Inventories                                        (33,774)     75,321
    Income tax receivable                               15,016     (26,590)
    Prepaid expenses and other                           1,424      (1,662)
    Accounts payable                                       649     (35,036)
    Accrued expenses                                   (13,868)    (48,550)
    Other, net                                             920        (803)
                                                    ----------  ----------

Net cash (used in) provided by operating activities    (20,745)     75,600
                                                    ----------  ----------

Cash flows from investing activities:
  Capital expenditures                                 (11,258)    (17,877)
  Proceeds from the sale of property, plant and
   equipment                                               760         537
                                                    ----------  ----------

Net cash used in investing activities                  (10,498)    (17,340)
                                                    ----------  ----------

Cash flows from financing activities:
  Decrease in restricted cash                           10,141     (13,224)
  Proceeds from ABL facility                               241           -
  Payments on ABL facility                                (246)          -
  Payment of convertible notes                             (59)          -
  Payments on long-term debt                           (13,885)       (690)
  Payments of financing costs                              (50)     (5,513)
  Payments on note payable                              (1,289)     (1,213)
  Proceeds from stock option exercises                       -          12
  Purchase of treasury stock                              (381)       (451)
                                                    ----------  ----------

Net cash used in financing activities                   (5,528)    (21,079)
                                                    ----------  ----------

Effect of exchange rate changes on cash and cash
 equivalents                                                (5)         (6)
                                                    ----------  ----------

Net (decrease) increase in cash                        (36,776)     37,175

Cash at beginning of period                             90,419      68,201
                                                    ----------  ----------

Cash at end of period                               $   53,643  $  105,376
                                                    ==========  ==========

(1) Amounts have been retrospectively adjusted as a result of the adoption,
    effective November 2, 2009, of ASC Subtopic 470-20, "Debt with
    Conversion and Other Options."




                        NCI Building Systems, Inc.
                            Business Segments
                                (Unaudited)
                              (In thousands)
                          (2009 as Adjusted (1))




                         Three            Three
                     Months Ended      Months Ended          $        %
                    August 1, 2010    August 2, 2009     Inc/(Dec)  Change
                   ----------------  ----------------    -----------------
                              % of              % of
                              Total             Total
Sales:                        Sales             Sales
  Metal coil
   coating         $  51,200     21  $  44,256     19    $   6,944    15.7%
  Metal components   115,507     47    113,216     48        2,291     2.0%
  Engineered
   building systems  141,446     58    129,819     54       11,627     9.0%
  Intersegment
   sales             (62,861)   (26)   (49,431)   (21)     (13,430)   27.2%
                   ---------  -----  ---------  -----    ---------  ------
    Total net
     sales         $ 245,292    100  $ 237,860    100    $   7,432     3.1%
                   =========  =====  =========  =====    =========  ======

Operating income              % of              % of
 (loss):                      Sales             Sales
  Metal coil
   coating         $   5,201     10  $   1,016      2    $   4,185   411.9%
  Metal components    10,567      9     13,128     12       (2,561)  -19.5%
  Engineered
   building systems   (3,112)    (2)     9,042      7      (12,154) -134.4%
  Corporate          (11,580)     -    (12,959)     -        1,379    10.6%
                   ---------  -----  ---------  -----    ---------  ------
    Total operating
     income (loss)
     (% of sales)  $   1,076      0  $  10,227      4    $  (9,151)  -89.5%
                   =========  =====  =========  =====    =========  ======

                         Nine              Nine
                     Months Ended      Months Ended         $        %
                    August 1, 2010    August 2, 2009     Inc/(Dec)  Change
                   ----------------  ----------------    -----------------
                             % of               % of
                             Total              Total
Sales:                       Sales              Sales
  Metal coil
   coating        $ 134,990     21  $  125,283     17    $   9,707     7.7%
  Metal components  297,382     47     336,250     47      (38,868)  -11.6%
  Engineered
   building
   systems          356,787     57     410,462     57      (53,675)  -13.1%
  Intersegment
   sales           (160,087)   (25)   (150,051)   (21)     (10,036)    6.7%
                  ---------  -----  ----------  -----    ---------  ------
    Total net
     sales        $ 629,072    100  $  721,944    100    $ (92,872)  -12.9%
                  =========  =====  ==========  =====    =========  ======

Operating income              % of               % of
 (loss):                     Sales              Sales
  Metal coil
   coating        $  12,412      9  $ (105,726)   (84)   $ 118,138   111.7%
  Metal components   17,971      6    (143,596)   (43)     161,567   112.5%
  Engineered
   building
   systems          (14,579)    (4)   (389,522)   (95)     374,943    96.3%
  Corporate         (36,617)     -     (40,780)     -        4,163    10.2%
                  ---------  -----  ----------  -----    ---------  ------
    Total operating
     income (loss)
     (% of sales) $ (20,813)    (3) $ (679,624)   (94)   $ 658,811    96.9%
                  =========  =====  ==========  =====    =========  ======

(1) Amounts have been retrospectively adjusted as a result of the adoption,
    effective November 2, 2009, of ASC Subtopic 470-20, "Debt with
    Conversion and Other Options."


                        NCI BUILDING SYSTEMS, INC.
                            BUSINESS SEGMENTS
              NON-GAAP FINANCIAL MEASURES AND RECONCILIATIONS
  RECONCILIATION OF OPERATING INCOME (LOSS) TO ADJUSTED OPERATING INCOME
                     (LOSS) EXCLUDING SPECIAL CHARGES
       FOR THE THREE MONTHS ENDED AUGUST 1, 2010 and AUGUST 2, 2009
                                (Unaudited)
                              (In thousands)
                          (2009 as Adjusted (2))


                           For the Three Months Ended August 1, 2010
                     ------------------------------------------------------
                                           Engineered
                     Metal Coil   Metal    Building               Consol-
                      Coating   Components Systems    Corporate   idated
                     ---------- ---------  ---------  ---------  ---------

Operating income
 (loss), GAAP basis  $    5,201 $  10,567  $  (3,112) $ (11,580) $   1,076
Goodwill and other
 intangible asset
 impairment                   -         -          -          -          -
Lower of cost or
 market charge                -         -          -          -          -
Asset impairments
 (recovery)                   -       (78)        14          -        (64)
Restructuring
 charges                      -       150        401          -        551
                     ---------- ---------  ---------  ---------  ---------
"Adjusted" operating
 income (loss) (1)   $    5,201 $  10,639  $  (2,697) $ (11,580) $   1,563
                     ========== =========  =========  =========  =========


                           For the Three Months Ended August 2, 2009
                     ------------------------------------------------------
                                           Engineered
                     Metal Coil   Metal    Building               Consol-
                      Coating   Components Systems    Corporate   idated
                     ---------- ---------  ---------  ---------  ---------

Operating income
 (loss), GAAP basis  $    1,016 $  13,128  $   9,042  $ (12,959) $  10,227
Goodwill and other
 intangible asset
 impairment                   -         -          -          -          -
Lower of cost or
 market charge                -         -          -          -          -
Asset impairments
 (recovery)                   -         -         26          -         26
Restructuring
 charges                     30        70      1,109          4      1,213
                     ---------- ---------  ---------  ---------  ---------
"Adjusted" operating
 income (loss) (1)   $    1,046 $  13,198  $  10,177  $ (12,955) $  11,466
                     ========== =========  =========  =========  =========


(1) The Company discloses a tabular comparison of "Adjusted" operating
    income (loss), which is a non-GAAP measure because it is referred to in
    the text of our press release and is instrumental in comparing the
    results from period to period.  "Adjusted" operating income (loss)
    should not be considered in isolation or as a substitute for operating
    income (loss) as reported on the face of our statement of income.

(2) Amounts have been retrospectively adjusted as a result of the adoption,
    effective November 2, 2009, of  ASC Subtopic 470-20, "Debt with
    Conversion and Other Options."


                        NCI BUILDING SYSTEMS, INC.
                            BUSINESS SEGMENTS                              
              NON-GAAP FINANCIAL MEASURES AND RECONCILIATIONS
  RECONCILIATION OF OPERATING INCOME (LOSS) TO ADJUSTED OPERATING INCOME
                     (LOSS) EXCLUDING SPECIAL CHARGES
        FOR THE NINE MONTHS ENDED AUGUST 1, 2010 and AUGUST 2, 2009
                                (Unaudited)
                              (In thousands)
                          (2009 as Adjusted (2))


                         For the Nine Months Ended August 1, 2010
                ----------------------------------------------------------
                                        Engineered
                Metal Coil    Metal      Building                Consol-
                  Coating   Components    Systems   Corporate    idated
                ----------  ----------  ----------  ----------  ----------

Operating
 income (loss),
 GAAP basis     $   12,412  $   17,971  $  (14,579) $  (36,617) $  (20,813)
Goodwill and
 other
 intangible
 asset
 impairment              -           -           -           -           -
Lower of cost
 or market
 charge                  -           -           -           -           -
Asset
 impairments
 (recovery)              -         (74)        923           -         849
Restructuring
 charges                 -         415       1,489           -       1,904
                ----------  ----------  ----------  ----------  ----------
"Adjusted"
 operating
 income (loss)
 (1)            $   12,412  $   18,312  $  (12,167) $  (36,617) $  (18,060)
                ==========  ==========  ==========  ==========  ==========


                         For the Nine Months Ended August 2, 2009
                ----------------------------------------------------------
                                        Engineered
                Metal Coil    Metal      Building                Consol-
                  Coating   Components    Systems   Corporate    idated
                ----------  ----------  ----------  ----------  ----------

Operating
 income (loss),
 GAAP basis     $ (105,726) $ (143,596) $ (389,522) $  (40,780) $ (679,624)
Goodwill and
 other
 intangible
 asset
 impairment         98,959     147,239     376,366           -     622,564
Lower of cost
 or market
 charge              8,102      17,152      14,732           -      39,986
Asset
 impairments
 (recovery)              -         714       4,021       1,209       5,944
Restructuring
 charges               103       1,232       5,971         182       7,488
                ----------  ----------  ----------  ----------  ----------
"Adjusted"
 operating
 income (loss)
 (1)            $    1,438  $   22,741  $   11,568  $  (39,389) $   (3,642)
                ==========  ==========  ==========  ==========  ==========


(1) The Company discloses a tabular comparison of "Adjusted" operating
    income (loss), which is a non-GAAP measure because it is referred to in
    the text of our press release and is instrumental in comparing the
    results from period to period.  "Adjusted" operating income (loss)
    should not be considered in isolation or as a substitute for operating
    income (loss) as reported on the face of our statement of income.

(2) Amounts have been retrospectively adjusted as a result of the adoption,
    effective November 2, 2009, of  ASC Subtopic 470-20, "Debt with
    Conversion and Other Options."






                        NCI BUILDING SYSTEMS, INC.
              NON-GAAP FINANCIAL MEASURES AND RECONCILIATIONS
"ADJUSTED" EARNINGS (LOSS) PER DILUTED COMMON SHARE AND NET INCOME (LOSS)
                                COMPARISON
                                (Unaudited)
                          (2009 as Adjusted (2))


                                 Fiscal Three           Fiscal Nine
                                 Months Ended           Months Ended
                             August 1,   August 2,   August 1,   August 2,
                               2010        2009        2010        2009
                            ----------  ----------- ----------  ----------
Net income (loss) per
 diluted common share, GAAP
 basis                      $    (0.90) $      0.65 $   (16.10) $  (166.67)
Goodwill and other
 intangible asset
 impairment                          -            -          -      154.07
Debt extinguishment and
 refinancing costs                   -         0.07       0.01        0.17
Lower of cost or market
 adjustment                          -            -          -        6.63
Convertible preferred stock
 beneficial conversion
 feature                          0.25            -      13.53           -
Restructuring charge              0.01         0.22       0.07        1.26
Asset impairments
 (recovery)                          -         0.01       0.03        0.99
Gain on embedded derivative          -            -      (0.03)          -
                            ----------  ----------- ----------  ----------
"Adjusted" diluted earnings
 (loss) per common share
 (1)                        $    (0.64) $      0.95 $    (2.49) $    (3.55)
                            ==========  =========== ==========  ==========


                                 Fiscal Three           Fiscal Nine
                                 Months Ended           Months Ended
                             August 1,   August 2,   August 1,   August 2,
                               2010        2009        2010        2009
                            ----------  ----------- ----------  ----------
Net income (loss)
 applicable to common
 shares, GAAP basis         $  (16,519) $     2,607 $ (292,671) $ (648,945)
Goodwill and other
 intangible asset
 impairment                          -            -          -     599,966
Debt extinguishment and
 refinancing costs                   -          260        113         669
Lower of cost or market
 adjustment                          -            -          -      25,773
Convertible preferred stock
 beneficial conversion
 feature                         4,583            -    246,052           -
Restructuring charge               358          816      1,237       4,861
Asset impairments
 (recovery)                        (42)          26        552       3,840
Gain on embedded derivative         (5)           -       (605)          -
                            ----------  ----------- ----------  ----------
"Adjusted" net earnings
 (loss) applicable to
 common shares (1)          $  (11,625) $     3,709 $  (45,322) $  (13,836)
                            ==========  =========== ==========  ==========


(1) The Company discloses a tabular comparison of "Adjusted" earnings
    (loss) per diluted common share and net income (loss), which are
    non-GAAP measures because they are referred to in the text of our press
    releases and are instrumental in comparing the results from period to
    period.  "Adjusted" diluted earnings (loss) per share and net income
    (loss) should not be considered in isolation or as a substitute for
    earnings (loss) per diluted share and net income (loss) as reported on
    the face of our statement of operations.

(2) Amounts have been retrospectively adjusted as a result of the adoption,
    effective November 2, 2009, of  ASC Subtopic 470-20, "Debt with
    Conversion and Other Options," and ASC Subtopic 260-10, "Earnings per
    Share."  In addition, on March 5, 2010, the Company filed an amendment
    to its Certificate of Incorporation to effect the Reverse Stock Split
    at an exchange ratio of 1-for-5.  As such, we have retrospectively
    adjusted basic and diluted earnings (loss) per share, common stock,
    stock options, and common stock equivalents for the reverse stock split
    in all periods presented.





                        NCI BUILDING SYSTEMS, INC.
              NON-GAAP FINANCIAL MEASURES AND RECONCILIATIONS
      COMPUTATION OF EARNINGS BEFORE INTEREST, TAXES, DEPRECIATION,
        AMORTIZATION AND OTHER NON-CASH ITEMS ("ADJUSTED EBITDA")
                                (Unaudited)
                              (In thousands)
                          (2009 as Adjusted (2))



                                                                 Trailing
                 4th Qtr       1st Qtr    2nd Qtr     3rd Qtr   12 Months
               November 1,   January 31,   May 2,    August 1,   August 1,
                   2009        2010        2010        2010        2010
                ----------  ----------  ----------  ----------  ----------
Net loss        $ (101,851) $  (10,486) $   (7,656) $   (3,299) $ (123,292)
Add:
  Depreciation
   and
   amortization      7,640       7,521       7,480       7,457      30,098
  Consolidated
   interest
   expense, net      9,578       4,507       4,670       4,392      23,147
  Provision for
   taxes            (7,495)     (5,779)     (5,536)       (221)    (19,031)
  Non-cash
   charges:
    Stock-based
     compensation    1,045         801       1,403       1,374       4,623
    Goodwill and
     other
     intangible
     asset
     impairment          -           -           -           -           -
    Asset
     impairments
     (recovery)        347       1,029        (116)        (64)      1,196
    Lower of cost
     or market
     charges             -           -           -           -           -
    Embedded
     derivative          -        (919)         (4)         (7)       (930)
  Cash
   restructuring
   charges           1,564         524         829         551       3,468
  Transaction
   costs           107,718         174           -           -     107,892
                ----------  ----------  ----------  ----------  ----------

  Adjusted
   EBITDA(1)    $   18,546  $   (2,628) $    1,070  $   10,183  $   27,171
                ----------  ----------  ----------  ----------  ----------

                                                                 Trailing
                 4th Qtr       1st Qtr    2nd Qtr     3rd Qtr   12 Months
               November 2,   February 1,   May 3,    August 2,   August 2,
                   2008        2009        2009        2009        2009
                ----------  ----------  ----------  ----------  ----------
Net income
 (loss)         $   23,218  $ (529,981) $ (121,571) $    2,607  $ (625,727)
Add:
  Depreciation
   and
   amortization      8,334       8,324       8,436       7,586      32,680
  Consolidated
   interest
   expense, net      7,761       6,623       6,168       6,487      27,039
  Provision for
   taxes            17,092     (34,861)    (16,382)      1,825     (32,326)
  Non-cash
   charges:
    Stock-based
     compensation    1,628       1,372       1,177       1,241       5,418
    Goodwill and
     other
     intangible
     asset
     impairment          -     517,628     104,936           -     622,564
    Asset
     impairments
     (recovery)        157         623       5,295          26       6,101
    Lower of cost
     or market
     charges         2,739      29,378      10,608           -      42,725
    Embedded
     derivative          -           -           -           -           -
  Cash
   restructuring
   charges             150       2,479       3,796       1,213       7,638
  Transaction
   costs                 -           -         629         401       1,030
                ----------  ----------  ----------  ----------  ----------

  Adjusted
   EBITDA (1)   $   61,079  $    1,585  $    3,092  $   21,386  $   87,142
                ----------  ----------  ----------  ----------  ----------


(1) On October 20, 2009, the Company amended and restated its Term Note
    facility which defines adjusted EBITDA.  Adjusted EBITDA excludes
    non-cash charges for goodwill and other asset impairments, lower of
    cost or market charges and stock compensation as well as certain
    non-recurring charges. As such, the historical information is
    presented in accordance with the definition above.  Concurrent with
    the amendment and restatement of the term note facility, the Company
    entered into an Asset-Backed Lending facility which has substantially
    the same definition of adjusted EBITDA, except that the ABL facility
    caps certain non-recurring charges.  The Company is disclosing adjusted
    EBITDA, which is a non-GAAP measure, because it is used by management
    and provided to investors to provide comparability of underlying
    operational results.

(2) Amounts have been retrospectively adjusted as a result of the adoption,
    effective November 2, 2009, of  ASC Subtopic 470-20, "Debt with
    Conversion and Other Options."




                        NCI Building Systems, Inc.
     Reconciliation of Segment Sales to Third Party Segment Sales
                           (Internal Information)
                                (Unaudited)
                              (In thousands)
                          (2009 as Adjusted (1))


                             QTD            QTD
                           3rd Qtr        3rd Qtr                       %
                             2010           2009           Inc/(Dec) Change
                           --------       --------
Metal Coil Coating
  Total Sales                51,200   17%   44,256    15%    6,944      16%
  Intersegment              (33,315)       (28,196)         (5,119)     18%
                           --------       --------
  Third Party Sales          17,885    7%   16,060     7%    1,825      11%

  Operating Income (Loss)     5,201   29%    1,016     6%    4,185     412%

Metal Components
  Total                     115,507   37%  113,216    40%    2,291       2%
  Intersegment              (26,090)       (17,134)         (8,956)     52%
                           --------       --------
  Third Party Sales          89,417   37%   96,082    40%   (6,665)     -7%

  Operating Income (Loss)    10,567   12%   13,128    14%   (2,561)    -20%

Engineered Building Systems
  Total                     141,446   46%  129,819    45%   11,627       9%
  Intersegment               (3,456)        (4,101)            645     -16%
                           --------       --------
  Third Party Sales         137,990   56%  125,718    53%   12,272      10%

  Operating Income (Loss)    (3,112)  -2%    9,042     7%  (12,154)   -134%

Consolidated
  Total                     308,153  100%  287,291   100%   20,862       7%
  Intersegment              (62,861)       (49,431)        (13,430)     27%
                           --------       --------
  Third Party Sales         245,292  100%  237,860   100%    7,432       3%

  Operating Income (Loss)     1,076    0%   10,227     4%   (9,151)    -89%


                             YTD            YTD
                           3rd Qtr        3rd Qtr                       %
                             2010           2009           Inc/(Dec) Change
                           --------       --------

Metal Coil Coating
  Total Sales               134,990   17%  125,283    14%    9,707       8%
  Intersegment              (87,201)       (85,586)         (1,615)      2%
                           --------       --------
  Third Party Sales          47,789    8%   39,697     6%    8,092      20%

  Operating Income (Loss)    12,412   26% (105,726) -266%  118,138     112%

Metal Components
  Total                     297,382   38%  336,250    39%  (38,868)    -12%
  Intersegment              (63,451)       (52,446)        (11,005)     21%
                           --------       --------
  Third Party Sales         233,931   37%  283,804    39%  (49,873)    -18%

  Operating Income (Loss)    17,971    8% (143,596)  -51%  161,567     113%

Engineered Building
 Systems
  Total                     356,787   45%  410,462    47%  (53,675)    -13%
  Intersegment               (9,435)       (12,019)          2,584     -21%
                           --------       --------
  Third Party Sales         347,352   55%  398,443    55%  (51,091)    -13%

  Operating Income (Loss)   (14,579)  -4% (389,522)  -98%  374,943      96%

Consolidated
  Total                     789,159  100%  871,995   100%  (82,836)     -9%
  Intersegment             (160,087)      (150,051)        (10,036)      7%
                           --------       --------
  Third Party Sales         629,072  100%  721,944   100%  (92,872)    -13%

  Operating Income (Loss)   (20,813)  -3% (679,624)  -94%  658,811      97%


(1) Amounts have been retrospectively adjusted as a result of the adoption,
    effective November 2, 2009, of  ASC Subtopic 470-20, "Debt with
    Conversion and Other Options."