##### Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 
 FORM 10-Q
 
  þ
    
    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the quarterly period ended May 1, 2011
 or
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the transition period from  to
 Commission file number: 1-14315
 NCI BUILDING SYSTEMS, INC.
 (Exact name of registrant as specified in its charter)
 
 Delaware
(State or other jurisdiction of 
incorporation or organization)
    
    76-0127701
(I.R.S. Employer
Identification No.)10943 N. Sam Houston Parkway W. 
Houston, TX
(Address of principal executive offices)
    
    77064
(Zip Code)
 (281) 897-7788
(Registrants telephone number, including area code)
 (Former name, former address and former fiscal year, if changed since last report)
 þ o
 o o
  Large accelerated filer o
    
    Accelerated filer þ
    
    Non-accelerated filer o
    
    Smaller reporting company o(Do not check if a smaller reporting company)
 o þ




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##### 



TABLE OF CONTENTS
 PAGEPart I  Financial InformationItem 1. Unaudited Consolidated Financial Statements.
    
    
    3Consolidated Balance Sheets as of May 1, 2011 and October 31, 2010.
    
    
    3Consolidated Statements of Operations for the Fiscal Three and Six Month Periods Ended May 1,
2011 and May 2, 2010.
    
    
    4Consolidated Statements of Cash Flows for the Fiscal Six Months Ended May 1, 2011 and May 2, 2010.Notes to Consolidated Financial Statements.
    
    
    5Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations.
    
    
    23Item 3. Quantitative and Qualitative Disclosures About Market Risk.
    
    
    39Item 4. Controls and Procedures.
    
    
    41Part II  Other InformationItem 1. Legal Proceedings.
    
    
    42Item 1A. Risk Factors.
    
    
    42Item 6. Exhibits.
    
    
    43EX-31.1EX-31.2EX-32.1EX-32.2
  2




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PART I  FINANCIAL INFORMATION
 
 Item 1. Unaudited Consolidated Financial Statements.
 NCI BUILDING SYSTEMS, INC.
 
 CONSOLIDATED BALANCE SHEETS
(In thousands, except share data)
 May 1,
    
    
    October 31,2011
    
    
    2010(Unaudited)ASSETSCurrent assets:Cash and cash equivalents
    
    $
    57,409
    
    
    $
    77,419Restricted cash
    
    
    2,842
    
    
    
    2,839Accounts receivable, net
    
    
    70,395
    
    
    
    81,896Inventories, net
    
    
    107,562
    
    
    
    81,386Deferred income taxes
    
    
    15,055
    
    
    
    15,101Income tax receivable
    
    
    278
    
    
    
    15,919Investments in debt and equity securities, at market
    
    
    4,190
    
    
    
    3,738Prepaid expenses and other
    
    
    16,250
    
    
    
    13,923Assets held for sale
    
    
    6,133
    
    
    
    6,114Total current assets
    
    
    280,114
    
    
    
    298,335Property, plant and equipment, net
    
    
    208,857
    
    
    
    214,453Goodwill
    
    
    5,200
    
    
    
    5,200Intangible assets, net
    
    
    25,283
    
    
    
    26,312Other assets
    
    
    13,874
    
    
    
    16,224Total assets
    
    $
    533,328
    
    
    $
    560,524LIABILITIES AND STOCKHOLDERS DEFICITCurrent liabilities:Note payable
    
    $
    1,167
    
    
    $
    289Accounts payable
    
    
    74,496
    
    
    
    70,589Accrued compensation and benefits
    
    
    33,200
    
    
    
    31,731Accrued interest
    
    
    1,458
    
    
    
    1,546Other accrued expenses
    
    
    49,130
    
    
    
    46,723Total current liabilities
    
    
    159,451
    
    
    
    150,878Long-term debt
    
    
    132,557
    
    
    
    136,305Deferred income taxes
    
    
    3,505
    
    
    
    10,947Other long-term liabilities
    
    
    4,807
    
    
    
    4,820Total long-term liabilities
    
    
    140,869
    
    
    
    152,072Series B cumulative convertible participating preferred stock
    
    
    258,321
    
    
    
    256,870Redeemable common stock
    
    
    1,821
    
    
    
    3,418Stockholders deficit:Common stock, $.01 par value, 100,000,000 shares
authorized; 19,773,813 and 19,259,423 shares issued
and outstanding at May 1, 2011 and October 31, 2010,
respectively
    
    
    924
    
    
    
    921Additional paid-in capital
    
    
    246,784
    
    
    
    255,248Accumulated deficit
    
    
    (272,900
    )
    
    
    (256,946
    )Accumulated other comprehensive loss
    
    
    (1,942
    )
    
    
    (1,937
    )Total stockholders deficit
    
    
    (27,134
    )
    
    
    (2,714
    )Total liabilities and stockholders deficit
    
    $
    533,328
    
    
    $
    560,524
 See accompanying notes to consolidated financial statements.
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NCI BUILDING SYSTEMS, INC.
 
 CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share data)
(Unaudited)
 Fiscal Three Months Ended
    
    
    Fiscal Six Months EndedMay 1,
    
    
    May 2,
    
    
    May 1,
    
    
    May 2,2011
    
    
    2010
    
    
    2011
    
    
    2010Sales
    
    $
    225,565
    
    
    $
    201,573
    
    
    $
    415,651
    
    
    $
    383,780Cost of sales, excluding asset impairments (recovery)
    
    
    174,752
    
    
    
    161,026
    
    
    
    331,293
    
    
    
    309,766Asset impairments (recovery)
    
    
    
    
    
    
    (116
    )
    
    
    
    
    
    
    913Gross profit
    
    
    50,813
    
    
    
    40,663
    
    
    
    84,358
    
    
    
    73,101Engineering, selling, general and administrative expenses
    
    
    52,657
    
    
    
    48,991
    
    
    
    100,338
    
    
    
    93,637Restructuring charges
    
    
    
    
    
    
    829
    
    
    
    
    
    
    
    1,353Loss from operations
    
    
    (1,844
    )
    
    
    (9,157
    )
    
    
    (15,980
    )
    
    
    (21,889
    )Interest income
    
    
    30
    
    
    
    12
    
    
    
    77
    
    
    
    37Interest expense
    
    
    (3,900
    )
    
    
    (4,682
    )
    
    
    (8,124
    )
    
    
    (9,214
    )Refinancing costs
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (174
    )Other income, net
    
    
    699
    
    
    
    635
    
    
    
    1,278
    
    
    
    1,783Loss before income taxes
    
    
    (5,015
    )
    
    
    (13,192
    )
    
    
    (22,749
    )
    
    
    (29,457
    )Benefit from income taxes
    
    
    (1,786
    )
    
    
    (5,536
    )
    
    
    (6,795
    )
    
    
    (11,315
    )Net loss
    
    $
    (3,229
    )
    
    $
    (7,656
    )
    
    $
    (15,954
    )
    
    $
    (18,142
    )Convertible preferred stock dividends and accretion
    
    
    6,260
    
    
    
    8,407
    
    
    
    12,490
    
    
    
    16,541Convertible preferred stock beneficial conversion feature
    
    
    (240
    )
    
    
    241,282
    
    
    
    1,546
    
    
    
    241,469Net loss applicable to common shares
    
    $
    (9,249
    )
    
    $
    (257,345
    )
    
    $
    (29,990
    )
    
    $
    (276,152
    )Loss per common share:Basic
    
    $
    (0.51
    )
    
    $
    (14.15
    )
    
    $
    (1.65
    )
    
    $
    (15.22
    )Diluted
    
    $
    (0.51
    )
    
    $
    (14.15
    )
    
    $
    (1.65
    )
    
    $
    (15.22
    )Weighted average number of common shares outstanding:Basic
    
    
    18,275
    
    
    
    18,184
    
    
    
    18,215
    
    
    
    18,138Diluted
    
    
    18,275
    
    
    
    18,184
    
    
    
    18,215
    
    
    
    18,138
 See accompanying notes to consolidated financial statements.
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NCI BUILDING SYSTEMS, INC.
 
 CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(Unaudited)
 Fiscal Six Months EndedMay 1,
    
    
    May 2,2011
    
    
    2010Cash flows from operating activities:Net loss
    
    $
    (15,954
    )
    
    $
    (18,142
    )Adjustments to reconcile net loss to net cash (used in) provided by operating activities:Depreciation and amortization
    
    
    16,850
    
    
    
    17,360Share-based compensation expense
    
    
    3,357
    
    
    
    2,204Refinancing costs
    
    
    
    
    
    
    174Gain on embedded derivative
    
    
    (13
    )
    
    
    (923
    )Loss on sale of property, plant and equipment
    
    
    11
    
    
    
    112Provision for doubtful accounts
    
    
    690
    
    
    
    (267
    )Benefit from deferred income taxes
    
    
    (6,978
    )
    
    
    (668
    )Asset impairments, net
    
    
    
    
    
    
    913Changes in operating assets and liabilities, net of effect of acquisitions:Accounts receivable
    
    
    10,811
    
    
    
    9,990Inventories
    
    
    (26,176
    )
    
    
    (29,031
    )Income tax receivable
    
    
    15,702
    
    
    
    (9,653
    )Prepaid expenses and other
    
    
    (1,133
    )
    
    
    (885
    )Accounts payable
    
    
    3,907
    
    
    
    (3,358
    )Accrued expenses
    
    
    3,863
    
    
    
    (12,144
    )Other, net
    
    
    69
    
    
    
    567Net cash provided by (used in) operating activities
    
    
    5,006
    
    
    
    (43,751
    )Cash flows from investing activities:Capital expenditures
    
    
    (8,070
    )
    
    
    (3,868
    )Proceeds from sale of property, plant and equipment
    
    
    143
    
    
    
    65Net cash used in investing activities
    
    
    (7,927
    )
    
    
    (3,803
    )Cash flows from financing activities:Decrease (increase) of restricted cash
    
    
    (3
    )
    
    
    10,143Proceeds from ABL Facility
    
    
    5
    
    
    
    235Payments on ABL Facility
    
    
    (3
    )
    
    
    (44
    )Payment on term loan
    
    
    (3,750
    )
    
    
    (375
    )Payment of convertible notes
    
    
    
    
    
    
    (59
    )Payments on other long-term debt
    
    
    
    
    
    
    (190
    )Payments on note payable
    
    
    (667
    )
    
    
    (855
    )Payment of financing costs
    
    
    (75
    )
    
    
    (50
    )Payment of cash dividends on Convertible Preferred Stock
    
    
    (11,039
    )
    
    
    Purchase of treasury stock
    
    
    (1,477
    )
    
    
    (381
    )Net cash (used in) provided by financing activities
    
    
    (17,009
    )
    
    
    8,424Effect of exchange rate changes on cash and cash equivalents
    
    
    (80
    )
    
    
    (16
    )Net decrease in cash and cash equivalents
    
    
    (20,010
    )
    
    
    (39,146
    )Cash and cash equivalents at beginning of period
    
    
    77,419
    
    
    
    90,419Cash and cash equivalents at end of period
    
    $
    57,409
    
    
    $
    51,273
 See accompanying notes to consolidated financial statements.
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NCI BUILDING SYSTEMS, INC.
 
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MAY 1, 2011
(Unaudited)
 NOTE 1  BASIS OF PRESENTATION
     NOTE 2  RECENT ACCOUNTING PRONOUNCEMENT
  NOTE 3  PLANT RESTRUCTURING AND ASSET IMPAIRMENTS
   6




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NOTE 4  RESTRICTED CASH
  NOTE 5  INVENTORIES
  May 1, 2011
    
    
    October 31, 2010Raw materials
    
    $
    81,460
    
    
    $
    56,834Work in process and finished goods
    
    
    26,102
    
    
    
    24,552$
    107,562
    
    
    $
    81,386
 NOTE 6  SHARE-BASED COMPENSATION
    December 14, 2010
    
    
    December 11, 2009Expected volatility
    
    
    51.53
    %
    
    
    46.05
    %Expected term (in years)
    
    
    5.75
    
    
    
    5.75Risk-free interest rate
    
    
    1.21
    %
    
    
    2.44
    %
  7




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March 5, 2010
    
    
    December 11, 2009Expected volatility
    
    
    47.01
    %
    
    
    46.05
    %Expected term (in years)
    
    
    5.52
    
    
    
    5.75Risk-free interest rate
    
    
    2.49
    %
    
    
    2.44
    %
    NOTE 7  LOSS PER COMMON SHARE
  Fiscal Three Months Ended
    
    
    Fiscal Six Months EndedMay 1, 2011
    
    
    May 2, 2010
    
    
    May 1, 2011
    
    
    May 2, 2010Numerator for Basic and Diluted Loss
Per Common ShareNet loss allocated to common shares (1)
    
    $
    (9,249
    )
    
    $
    (257,345
    )
    
    $
    (29,990
    )
    
    $
    (276,152
    )Denominator for Basic and Diluted Loss
Per Common ShareWeighted average common shares
outstanding for basic and diluted loss
per share
    
    
    18,275
    
    
    
    18,184
    
    
    
    18,215
    
    
    
    18,138Basic and Diluted loss per common share
    
    $
    (0.51
    )
    
    $
    (14.15
    )
    
    $
    (1.65
    )
    
    $
    (15.22
    )
 
 (1)
    
    Participating securities consist of the holders of the Convertible Preferred Stock, as
defined below, and the unvested restricted Common Stock related to our Incentive Plan.
Participating securities do not have a contractual obligation to share in losses; therefore,
no losses were allocated in both periods presented above. These participating securities will
be allocated earnings when applicable.  8




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NOTE 8  WARRANTY
   Fiscal Six Months EndedMay 1, 2011
    
    
    May 2, 2010Beginning balance
    
    $
    16,977
    
    
    $
    16,116Warranties sold
    
    
    1,411
    
    
    
    1,248Revenue recognized
    
    
    (769
    )
    
    
    (671
    )Costs incurred
    
    
    
    
    
    
    (309
    )Other
    
    
    (302
    )
    
    
    (62
    )Ending balance
    
    $
    17,317
    
    
    $
    16,322
 NOTE 9  LONG-TERM DEBT AND NOTE PAYABLE
  May 1, 2011
    
    
    October 31, 2010Amended Credit Agreement (due April 2014, interest at 8.0%)
    
    $
    132,555
    
    
    $
    136,305Asset-Based Lending Facility (due April 2014, interest at 4.75%)
    
    
    2
    
    
    
    132,557
    
    
    
    136,305Current portion of long-term debt
    
    
    
    
    
    
    Total long-term debt, less current portion
    
    $
    132,557
    
    
    $
    136,305
 Amended Credit Agreement
   9




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
    
    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 Amended Credit Agreement) for any fiscal
year ending on or after October 31, 2010, unless a specified leverage ratio target is met.
   10




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ABL Facility
          11




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Deferred Financing Costs
  Insurance
Note Payable
  NOTE 10  SERIES B CUMULATIVE CONVERTIBLE PARTICIPATING PREFERRED STOCK
 The CD&R Equity Investment
  Certain Terms of the Convertible Preferred Stock
  Liquidation Value.
 Rank.
 Dividends.
 12




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13




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Convertibility and Anti-Dilution Adjustments.
  Milestone Redemption Right.
 Change of Control Redemption Right.
  Vote.
  14




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Restriction on Dividends on Junior Securities.
 Accounting for Convertible Preferred Stock
  Dividends
    
    
    Convertibleand
    
    
    PreferredAccretion
    
    
    StockBalance as of October 31, 2010
    
    
    
    
    
    $
    256,870Accretion
    
    
    680Accrued paid-in-kind dividends(1)
    
    
    8,051Reversal of additional 4% accrued dividends(2)
    
    
    (2,501
    )Subtotal
    
    
    
    
    
    
    6,230Payment of cash dividend(3)
    
    
    
    
    
    
    (5,550
    )Balance as of January 30, 2011
    
    
    
    
    
    
    257,550Accretion
    
    
    680Accrued paid-in-kind dividends(1)
    
    
    8,325Reversal of additional 4% accrued dividends(4)
    
    
    (2,745
    )Subtotal
    
    
    
    
    
    
    6,260Payment of cash dividend(5)
    
    
    
    
    
    
    (5,489
    )Balance as of May 1, 2011
    
    
    
    
    
    $
    258,321
 
 (1)
    
    Dividends are accrued at the 12% rate on a daily basis until the dividend declaration date.(2)
    
    The reversal of the additional 4% accrued dividends relates to the period from September 16,
2010 to December 15, 2010.(3)
    
    The payment of the December 15, 2010 cash dividend relates to the period from September 16,
2010 to December 15, 2010.(4)
    
    The reversal of the additional 4% accrued dividends relates to the period from December 16,
2010 to March 15, 2011.(5)
    
    The payment of the March 15, 2011 cash dividend relates to the period from December 16, 2010
to March 15, 2011. Derivatives and Hedging Distinguishing
Liabilities from Equity,
 15




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Debt with Conversion and Other Options
     16




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May 1,
    
    
    October 31,2011
    
    
    2010Liquidation preference
    
    $
    272,503
    
    
    $
    272,503Accrued cash and Convertible Preferred Stock dividends
    
    
    10,075
    
    
    
    9,983Total
    
    $
    282,578
    
    
    $
    282,486
  NOTE 11  REDEEMABLE COMMON STOCK
  NOTE 12  DERIVATIVE INSTRUMENTS AND HEDGING STRATEGY
 Foreign Currency Risk
  Interest Rate Risk
   17




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Embedded Derivative Bifurcated From Convertible Preferred Stock (See Note 10)
    Asset DerivativesBalance Sheet
    
    
    May 1, 2011
    
    
    October 31, 2010Location
    
    
    Fair Value
    
    
    Fair ValueDerivative
designated as hedging
instrument under ASC
815:Foreign currency contract
    
    Prepaid expenses and other
    
    $
    121
    
    
    $
    
  Liability DerivativesBalance Sheet
    
    
    May 1, 2011
    
    
    October 31, 2010Location
    
    
    Fair Value
    
    
    Fair ValueDerivative not
designated as
hedging instruments
under ASC 815:Embedded derivative
    
    Other long-term liabilities
    
    $
    91
    
    
    $
    104
  Amount of Gain Recognized
    
    
    Amount of Gain Recognizedin OCI on Derivative
    
    
    in OCI on Derivative(Effective Portion)
    
    
    (Effective Portion)Derivative in ASC 815 Cash
    
    Fiscal Three Months Ended
    
    
    Fiscal Six Months EndedFlow Hedging Relationship
    
    May 1, 2011
    
    
    May 2, 2010
    
    
    May 1, 2011
    
    
    May 2, 2010Foreign currency contract
    
    $
    75
    
    
    $
    
    
    
    $
    75
    
    
    $
    
  18




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Amount of Income Recognized
    
    
    Amount of Income RecognizedDerivatives Not Designated
    
    in Income (Loss) on Derivatives
    
    
    in Income (Loss) on Derivatives
    
    
    Location of Incomeas Hedging Instruments
    
    Fiscal Three Months Ended
    
    
    Fiscal Six Months Ended
    
    
    Recognized in IncomeUnder ASC 815
    
    May 1, 2011
    
    
    May 2, 2010
    
    
    May 1, 2011
    
    
    May 2, 2010
    
    
    (Loss) on DerivativesInterest rate contract
    
    $
    
    
    
    $
    836
    
    
    $
    
    
    
    $
    1,787
    
    
    Interest expenseEmbedded derivative
    
    $
    6
    
    
    $
    4
    
    
    $
    13
    
    
    $
    923
    
    
    Other income, net
  NOTE 13  FAIR VALUE OF FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS
 Fair Value of Financial Instruments
  May 1, 2011
    
    
    October 31, 2010Carrying
    
    
    
    
    
    
    CarryingAmount
    
    
    Fair Value
    
    
    Amount
    
    
    Fair ValueAmended Credit Agreement
    
    $
    132,555
    
    
    $
    132,555
    
    
    $
    136,305
    
    
    $
    132,046
  Fair Value Measurements
 Fair Value Measurements and Disclosures
     Money market:
 Mutual funds:
 Assets held for sale:
 Foreign currency contract:
 19




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Deferred compensation plan liability:
 Embedded derivative:
  Level 1
    
    
    Level 2
    
    
    Level 3
    
    
    TotalAssets:Short-term investments in deferred compensation plan(1):Money market
    
    $
    189
    
    
    $
    
    
    
    $
    
    
    
    $
    189Mutual funds  Growth
    
    
    738
    
    
    
    
    
    
    
    
    
    
    
    738Mutual funds  Blend
    
    
    1,871
    
    
    
    
    
    
    
    
    
    
    
    1,871Mutual funds  Foreign blend
    
    
    819
    
    
    
    
    
    
    
    
    
    
    
    819Mutual funds  Fixed income
    
    
    573
    
    
    
    
    
    
    
    
    
    
    
    573Total short-term investments in deferred compensation plan
    
    $
    4,190
    
    
    $
    
    
    
    $
    
    
    
    $
    4,190Foreign currency contract
    
    
    
    
    
    
    121
    
    
    
    
    
    
    
    121Assets held for sale
    
    
    
    
    
    
    6,133
    
    
    
    
    
    
    
    6,133Total assets
    
    $
    4,190
    
    
    $
    6,254
    
    
    $
    
    
    
    $
    10,444Liabilities:Deferred compensation plan liability
    
    $
    (4,478
    )
    
    $
    
    
    
    $
    
    
    
    $
    (4,478
    )Embedded derivative
    
    
    
    
    
    
    
    
    
    
    (91
    )
    
    
    (91
    )Total liabilities
    
    $
    (4,478
    )
    
    $
    
    
    
    $
    (91
    )
    
    $
    (4,569
    )
 
 (1)
    
    Unrealized holding gains for both the three months ended May 1, 2011 and May 2, 2010 were
$0.2 million. Unrealized holding gains for both the six months ended May 1, 2011 and May 2,
2010 were $0.3 million. These unrealized holding gains are primarily offset by changes in the
deferred compensation plan liability.  May 1,
    
    
    May 2,2011
    
    
    2010Beginning balance
    
    $
    (104
    )
    
    $
    (1,041
    )Unrealized gains (1)
    
    
    13
    
    
    
    923Ending balance
    
    $
    (91
    )
    
    $
    (118
    )
 
 (1)
    
    Unrealized gains on the embedded derivative are recorded in other income, net in the
Consolidated Statement of Operations during the six months ended May 1, 2011 and May 2, 2010. NOTE 14  INCOME TAXES
  Fiscal Three Months Ended
    
    
    Fiscal Six Months EndedMay 1,
    
    
    May 2,
    
    
    May 1,
    
    
    May 2,2011
    
    
    2010
    
    
    2011
    
    
    2010Statutory federal income tax rate
    
    
    35.0
    %
    
    
    35.0
    %
    
    
    35.0
    %
    
    
    35.0
    %State income taxes
    
    
    (1.9
    )%
    
    
    3.4
    %
    
    
    (1.9
    )%
    
    
    3.4
    %Canada valuation allowance
    
    
    (0.5
    )%
    
    
    
    
    
    
    (0.9
    )%
    
    
    Non-deductible expenses
    
    
    (2.9
    )%
    
    
    (2.5
    )%
    
    
    (2.9
    )%
    
    
    (2.5
    )%Recognition of tax benefit previously deemed to be uncertain
    
    
    
    
    
    
    7.8
    %
    
    
    
    
    
    
    3.5
    %Other
    
    
    5.9
    %
    
    
    (1.7
    )%
    
    
    0.6
    %
    
    
    (1.0
    )%Effective tax rate
    
    
    35.6
    %
    
    
    42.0
    %
    
    
    29.9
    %
    
    
    38.4
    %
 20




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##### Table of Contents



NOTE 15  COMPREHENSIVE LOSS
  Fiscal Three Months Ended
    
    
    Fiscal Six Months EndedMay 1, 2011
    
    
    May 2, 2010
    
    
    May 1, 2011
    
    
    May 2, 2010Net loss
    
    $
    (3,229
    )
    
    $
    (7,656
    )
    
    $
    (15,954
    )
    
    $
    (18,142
    )Foreign exchange translation gain (loss) and other, net of tax
    
    
    5
    
    
    
    (8
    )
    
    
    (5
    )
    
    
    189Comprehensive loss
    
    $
    (3,224
    )
    
    $
    (7,664
    )
    
    $
    (15,959
    )
    
    $
    (17,953
    )
  May 1,
    
    
    May 2,2011
    
    
    2010Foreign exchange translation adjustments
    
    $
    507
    
    
    $
    580Defined benefit pension plan actuarial losses
    
    
    (2,524
    )
    
    
    (9,250
    )Foreign currency derivative
    
    
    75
    
    
    
    Accumulated other comprehensive loss
    
    $
    (1,942
    )
    
    $
    (8,670
    )
  Fiscal Three Months Ended May 1, 2011
    
    
    Fiscal Three Months Ended May 2, 2010Before-Tax
    
    
    Tax (Expense)
    
    
    Net-of-Tax
    
    
    Before-Tax
    
    
    Tax (Expense)
    
    
    Net-of-TaxAmount
    
    
    or Benefit
    
    
    Amount
    
    
    Amount
    
    
    or Benefit
    
    
    AmountForeign
exchange
translation loss and other
    
    $
    (70
    )
    
    $
    
    
    
    $
    (70
    )
    
    $
    (12
    )
    
    $
    4
    
    
    $
    (8
    )Gain in fair value
of foreign currency
derivative
    
    $
    121
    
    
    $
    (46
    )
    
    $
    75
    
    
    $
    
    
    
    $
    
    
    
    $
    Other Comprehensive
income (loss)
    
    $
    51
    
    
    $
    (46
    )
    
    $
    5
    
    
    $
    (12
    )
    
    $
    4
    
    
    $
    (8
    )
 Fiscal Six Months Ended May 1, 2011
    
    
    Fiscal Six Months Ended May 2, 2010Before-Tax
    
    
    Tax (Expense)
    
    
    Net-of-Tax
    
    
    Before-Tax
    
    
    Tax (Expense)
    
    
    Net-of-TaxAmount
    
    
    or Benefit
    
    
    Amount
    
    
    Amount
    
    
    or Benefit
    
    
    AmountForeign
exchange
translation gain
(loss) and other
    
    $
    (80
    )
    
    $
    
    
    
    $
    (80
    )
    
    $
    182
    
    
    $
    7
    
    
    $
    189Gain in fair value
of foreign currency
derivative
    
    $
    121
    
    
    $
    (46
    )
    
    $
    75
    
    
    $
    
    
    
    $
    
    
    
    $
    Other Comprehensive
income (loss)
    
    $
    41
    
    
    $
    (46
    )
    
    $
    (5
    )
    
    $
    182
    
    
    $
    7
    
    
    $
    189
 21




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##### Table of Contents



NOTE 16  BUSINESS SEGMENTS
 ®
    Fiscal Three Months Ended
    
    
    Fiscal Six Months EndedMay 1, 2011
    
    
    May 2, 2010
    
    
    May 1, 2011
    
    
    May 2, 2010Total sales:Metal coil coating
    
    $
    47,927
    
    
    $
    44,759
    
    
    $
    90,201
    
    
    $
    83,790Metal components
    
    
    103,375
    
    
    
    95,069
    
    
    
    193,680
    
    
    
    181,875Engineered building systems
    
    
    129,790
    
    
    
    113,403
    
    
    
    231,202
    
    
    
    215,341Intersegment sales
    
    
    (55,527
    )
    
    
    (51,658
    )
    
    
    (99,432
    )
    
    
    (97,226
    )Total sales
    
    $
    225,565
    
    
    $
    201,573
    
    
    $
    415,651
    
    
    $
    383,780External sales:Metal coil coating
    
    $
    16,985
    
    
    $
    17,096
    
    
    $
    34,178
    
    
    $
    29,904Metal components
    
    
    82,613
    
    
    
    74,376
    
    
    
    156,629
    
    
    
    144,514Engineered building systems
    
    
    125,967
    
    
    
    110,101
    
    
    
    224,844
    
    
    
    209,362Total sales
    
    $
    225,565
    
    
    $
    201,573
    
    
    $
    415,651
    
    
    $
    383,780Operating income (loss):Metal coil coating
    
    $
    4,378
    
    
    $
    4,092
    
    
    $
    7,822
    
    
    $
    7,211Metal components
    
    
    7,400
    
    
    
    5,613
    
    
    
    7,753
    
    
    
    7,404Engineered building systems
    
    
    (154
    )
    
    
    (5,649
    )
    
    
    (5,564
    )
    
    
    (11,467
    )Corporate
    
    
    (13,468
    )
    
    
    (13,213
    )
    
    
    (25,991
    )
    
    
    (25,037
    )Total operating loss
    
    $
    (1,844
    )
    
    $
    (9,157
    )
    
    $
    (15,980
    )
    
    $
    (21,889
    )Unallocated other expense
    
    
    (3,171
    )
    
    
    (4,035
    )
    
    
    (6,769
    )
    
    
    (7,568
    )Loss before income taxes
    
    $
    (5,015
    )
    
    $
    (13,192
    )
    
    $
    (22,749
    )
    
    $
    (29,457
    )
 May 1, 2011
    
    
    October 31, 2010Total assets:Metal coil coating
    
    $
    59,426
    
    
    $
    57,137Metal components
    
    
    179,614
    
    
    
    167,542Engineered building systems
    
    
    189,365
    
    
    
    208,232Corporate
    
    
    104,923
    
    
    
    127,613Total assets
    
    $
    533,328
    
    
    $
    560,524
 22




---



##### Table of Contents



NOTE 17  CONTINGENCIES
   NCI BUILDING SYSTEMS, INC.
 
 Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations.
 The following information should be read in conjunction with the unaudited consolidated financial
statements included herein under Item 1. Financial Statements and the audited consolidated
financial statements and the notes thereto and Item 7. Managements Discussion and Analysis of
Financial Condition and Results of Operations included in our Annual Report on Form 10-K for the
fiscal year ended October 31, 2010.
 FORWARD LOOKING STATEMENTS
  
    
    industry cyclicality and seasonality and adverse weather conditions;
    
    challenging economic conditions affecting the nonresidential construction industry;
 23




---



##### Table of Contents




    
    volatility in the U.S. economy and abroad, generally, and in the credit markets;
    
    ability to service or refinance our debt and obtain future financing;
    
    the Companys ability to comply with the financial tests and covenants in its existing
and future debt obligations;
    
    operational restrictions imposed by our debt covenants;
    
    recognition of asset impairment charges;
    
    commodity price increases and/or limited availability of raw materials, including steel;
    
    the ability to make strategic acquisitions accretive to earnings;
    
    retention and replacement of personnel;
    
    enforcement and obsolescence of intellectual property rights;
    
    the fluctuations in customer demand;
    
    costs related to environmental clean-ups and liabilities;
    
    competitive activity and pricing pressure;
    
    the volatility of the Companys stock price;
    
    the substantial rights, seniority and dilutive effect on our common stockholders of the
Convertible Preferred Stock issued to the CD&R Funds;
    
    breaches of our information security system security measures;
    
    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;
    
    the cost and other effects, if any, of our offering for sale under our 401(k) Profit
Sharing Plan unregistered shares of our Common Stock between March 6, 2006 and February 15,
2011;
    
    unfavorable results of the lawsuit we are currently engaged in with one of our direct
customers and certain of its end-user customers as further described and referred to in the
notes to the financial statements;
    
    costs and other effects of other legal and administrative proceedings, settlements,
investigations, claims and other matters; and
    
    other risks detailed under the caption Risk Factors in Part II, Item 1A of this report
and in our Annual Report on Form 10-K as filed with the SEC.
  OVERVIEW
  24




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##### Table of Contents



Second Fiscal Quarter
     Industry Conditions
   25




---



##### Table of Contents



26




---



##### Table of Contents



RESULTS OF OPERATIONS
      Fiscal Three Months Ended
    
    
    Fiscal Six Months EndedMay 1, 2011
    
    
    May 2, 2010
    
    
    May 1, 2011
    
    
    May 2, 2010%
    
    
    
    
    
    
    %
    
    
    
    
    
    
    %
    
    
    
    
    
    
    %Total sales:Metal coil coating
    
    $
    47,927
    
    
    
    21
    
    
    $
    44,759
    
    
    
    22
    
    
    $
    90,201
    
    
    
    22
    
    
    $
    83,790
    
    
    
    22Metal components
    
    
    103,375
    
    
    
    46
    
    
    
    95,069
    
    
    
    47
    
    
    
    193,680
    
    
    
    46
    
    
    
    181,875
    
    
    
    47Engineered building systems
    
    
    129,790
    
    
    
    58
    
    
    
    113,403
    
    
    
    56
    
    
    
    231,202
    
    
    
    56
    
    
    
    215,341
    
    
    
    56Intersegment sales
    
    
    (55,527
    )
    
    
    (25
    )
    
    
    (51,658
    )
    
    
    (25
    )
    
    
    (99,432
    )
    
    
    (24
    )
    
    
    (97,226
    )
    
    
    (25
    )Total sales
    
    $
    225,565
    
    
    
    100
    
    
    $
    201,573
    
    
    
    100
    
    
    $
    415,651
    
    
    
    100
    
    
    $
    383,780
    
    
    
    100Operating income (loss):Metal coil coating
    
    $
    4,378
    
    
    
    
    
    
    $
    4,092
    
    
    
    
    
    
    $
    7,822
    
    
    
    
    
    
    $
    7,211Metal components
    
    
    7,400
    
    
    
    
    
    
    
    5,613
    
    
    
    
    
    
    
    7,753
    
    
    
    
    
    
    
    7,404Engineered building systems
    
    
    (154
    )
    
    
    
    
    
    
    (5,649
    )
    
    
    
    
    
    
    (5,564
    )
    
    
    
    
    
    
    (11,467
    )Corporate
    
    
    (13,468
    )
    
    
    
    
    
    
    (13,213
    )
    
    
    
    
    
    
    (25,991
    )
    
    
    
    
    
    
    (25,037
    )Total operating loss
    
    $
    (1,844
    )
    
    
    
    
    
    $
    (9,157
    )
    
    
    
    
    
    $
    (15,980
    )
    
    
    
    
    
    $
    (21,889
    )Unallocated other expense
    
    
    (3,171
    )
    
    
    
    
    
    
    (4,035
    )
    
    
    
    
    
    
    (6,769
    )
    
    
    
    
    
    
    (7,568
    )Loss before income taxes
    
    $
    (5,015
    )
    
    
    
    
    
    $
    (13,192
    )
    
    
    
    
    
    $
    (22,749
    )
    
    
    
    
    
    $
    (29,457
    )
 27




---



##### Table of Contents



FISCAL THREE MONTHS ENDED MAY 1, 2011 COMPARED TO FISCAL THREE MONTHS ENDED MAY 2,
2010
 Consolidated sales
 Consolidated cost of sales
 Metal coil coating sales
  Metal components sales
  Engineered building systems sales
 28




---



##### Table of Contents



Consolidated engineering, selling, general and administrative expenses,
 Consolidated restructuring charges
 Consolidated interest expense
 Consolidated benefit from income taxes
 Consolidated Convertible Preferred Stock dividends and accretion
 Consolidated Convertible Preferred Stock beneficial conversion feature
 29




---



##### Table of Contents



Diluted
loss per common share
 FISCAL SIX MONTHS ENDED MAY 1, 2011 COMPARED TO FISCAL SIX MONTHS ENDED MAY 2, 2010
 Consolidated sales
 Consolidated cost of sales
 Metal coil coating sales
  Metal components sales
  30




---



##### Table of Contents



Engineered building systems sales
  Consolidated engineering, selling, general and administrative expenses,
 Consolidated restructuring charges
 Consolidated interest expense
 Other income, net
 Consolidated
benefit from income taxes
 Consolidated Convertible Preferred Stock dividends and accretion
 31




---



##### Table of Contents



Consolidated Convertible Preferred Stock beneficial conversion feature
 Diluted
loss per common share
 LIQUIDITY AND CAPITAL RESOURCES
 General
     Convertible Preferred Stock
  32




---



##### Table of Contents



Debt
   Amended Credit Agreement.
   33




---



##### Table of Contents




    
    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 Amended Credit Agreement) for any
fiscal year ending on or after October 31, 2010, unless a specified leverage ratio target is
met.
     ABL Facility.
    34




---



##### Table of Contents



Convertible Preferred Stock Dividends
  Foreign Currency Contract
  35




---



##### Table of Contents



Cash Flow
      NON-GAAP MEASURES
   For the Three Months Ended May 1, 2011EngineeredMetal Coil
    
    
    Metal
    
    
    BuildingCoating
    
    
    Components
    
    
    Systems
    
    
    Corporate
    
    
    ConsolidatedOperating income (loss), GAAP basis
    
    $
    4,378
    
    
    $
    7,400
    
    
    $
    (154
    )
    
    $
    (13,468
    )
    
    $
    (1,844
    )Increase in actuarial determined
general liability self-insurance
reserve
    
    
    
    
    
    
    1,297
    
    
    
    
    
    
    
    
    
    
    
    1,297Adjusted operating income (loss)
    
    $
    4,378
    
    
    $
    8,697
    
    
    $
    (154
    )
    
    $
    (13,468
    )
    
    $
    (547
    )
 For the Three Months Ended May 2, 2010EngineeredMetal Coil
    
    
    Metal
    
    
    BuildingCoating
    
    
    Components
    
    
    Systems
    
    
    Corporate
    
    
    ConsolidatedOperating income (loss), GAAP basis
    
    $
    4,092
    
    
    $
    5,613
    
    
    $
    (5,649
    )
    
    $
    (13,213
    )
    
    $
    (9,157
    )Restructuring charges
    
    
    
    
    
    
    156
    
    
    
    673
    
    
    
    
    
    
    
    829Asset impairments (recovery)
    
    
    
    
    
    
    4
    
    
    
    (120
    )
    
    
    
    
    
    
    (116
    )Adjusted operating income (loss)
    
    $
    4,092
    
    
    $
    5,773
    
    
    $
    (5,096
    )
    
    $
    (13,213
    )
    
    $
    (8,444
    )
 36




---



##### Table of Contents



For the Six Months Ended May 1, 2011EngineeredMetal Coil
    
    
    Metal
    
    
    BuildingCoating
    
    
    Components
    
    
    Systems
    
    
    Corporate
    
    
    ConsolidatedOperating income (loss), GAAP basis
    
    $
    7,822
    
    
    $
    7,753
    
    
    $
    (5,564
    )
    
    $
    (25,991
    )
    
    $
    (15,980
    )Pre-acquisition contingency adjustment
    
    
    
    
    
    
    
    
    
    
    252
    
    
    
    
    
    
    
    252Increase in actuarial determined
general liability self-insurance
reserve
    
    
    
    
    
    
    2,398
    
    
    
    
    
    
    
    
    
    
    
    2,398Adjusted operating income (loss)
    
    $
    7,822
    
    
    $
    10,151
    
    
    $
    (5,312
    )
    
    $
    (25,991
    )
    
    $
    (13,330
    )
 For the Six Months Ended May 2, 2010EngineeredMetal Coil
    
    
    Metal
    
    
    BuildingCoating
    
    
    Components
    
    
    Systems
    
    
    Corporate
    
    
    ConsolidatedOperating income (loss), GAAP basis
    
    $
    7,211
    
    
    $
    7,404
    
    
    $
    (11,467
    )
    
    $
    (25,037
    )
    
    $
    (21,889
    )Restructuring charges
    
    
    
    
    
    
    265
    
    
    
    1,088
    
    
    
    
    
    
    
    1,353Asset impairments
    
    
    
    
    
    
    4
    
    
    
    909
    
    
    
    
    
    
    
    913Adjusted operating income (loss)
    
    $
    7,211
    
    
    $
    7,673
    
    
    $
    (9,470
    )
    
    $
    (25,037
    )
    
    $
    (19,623
    )
  Trailing 123rd Quarter
    
    
    4th Quarter
    
    
    1st Quarter
    
    
    2nd Quarter
    
    
    MonthsAugust 1, 2010
    
    
    October 31, 2010
    
    
    January 30, 2011
    
    
    May 1, 2011
    
    
    May 1, 2011Net Loss
    
    $
    (3,299
    )
    
    $
    (5,436
    )
    
    $
    (12,725
    )
    
    $
    (3,229
    )
    
    $
    (24,689
    )Add:Depreciation and amortization
    
    
    7,457
    
    
    
    7,309
    
    
    
    7,236
    
    
    
    7,187
    
    
    
    29,189Consolidated interest expense, net
    
    
    4,392
    
    
    
    4,258
    
    
    
    4,177
    
    
    
    3,870
    
    
    
    16,697Benefit from income taxes
    
    
    (221
    )
    
    
    (1,794
    )
    
    
    (5,009
    )
    
    
    (1,786
    )
    
    
    (8,810
    )Noncash charges:Stockbased compensation
    
    
    1,374
    
    
    
    1,375
    
    
    
    1,685
    
    
    
    1,671
    
    
    
    6,105Asset impairments (recoveries)
    
    
    (64
    )
    
    
    221
    
    
    
    
    
    
    
    
    
    
    
    157Embedded derivative
    
    
    (7
    )
    
    
    (7
    )
    
    
    (7
    )
    
    
    (6
    )
    
    
    (27
    )Pre-acquisition contingency adjustment
    
    
    
    
    
    
    178
    
    
    
    252
    
    
    
    
    
    
    
    430Cash restructuring charges
    
    
    551
    
    
    
    1,628
    
    
    
    
    
    
    
    
    
    
    
    2,179Transaction costs
    
    
    
    
    
    
    (250
    )
    
    
    
    
    
    
    
    
    
    
    (250
    )Adjusted EBITDA
    
    $
    10,183
    
    
    $
    7,482
    
    
    $
    (4,391
    )
    
    $
    7,707
    
    
    $
    20,980
 Trailing 123rd Quarter
    
    
    4th Quarter
    
    
    1st Quarter
    
    
    2nd Quarter
    
    
    MonthsAugust 2, 2009
    
    
    November 1, 2009
    
    
    January 31, 2010
    
    
    May 2, 2010
    
    
    May 2, 2010Net Income (Loss)
    
    $
    2,607
    
    
    $
    (101,851
    )
    
    $
    (10,486
    )
    
    $
    (7,656
    )
    
    $
    (117,386
    )Add:Depreciation and amortization
    
    
    7,586
    
    
    
    7,640
    
    
    
    7,521
    
    
    
    7,480
    
    
    
    30,227Consolidated interest expense, net
    
    
    6,487
    
    
    
    9,578
    
    
    
    4,507
    
    
    
    4,670
    
    
    
    25,242Provision (benefit) for income taxes
    
    
    1,825
    
    
    
    (7,495
    )
    
    
    (5,779
    )
    
    
    (5,536
    )
    
    
    (16,985
    )Noncash charges:Stockbased compensation
    
    
    1,241
    
    
    
    1,045
    
    
    
    801
    
    
    
    1,403
    
    
    
    4,490Asset impairments
    
    
    26
    
    
    
    347
    
    
    
    1,029
    
    
    
    (116
    )
    
    
    1,286Embedded derivative
    
    
    
    
    
    
    
    
    
    
    (919
    )
    
    
    (4
    )
    
    
    (923
    )Cash restructuring charges
    
    
    1,213
    
    
    
    1,564
    
    
    
    524
    
    
    
    
    
    
    
    3,301Transaction costs
    
    
    401
    
    
    
    107,718
    
    
    
    174
    
    
    
    829
    
    
    
    109,122Adjusted EBITDA
    
    $
    21,386
    
    
    $
    18,546
    
    
    $
    (2,628
    )
    
    $
    1,070
    
    
    $
    38,374
  37




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##### Table of Contents



Fiscal Three Months Ended
    
    
    Fiscal Six Months EndedMay 1,
    
    
    May 2,
    
    
    May 1,
    
    
    May 2,2011
    
    
    2010
    
    
    2011
    
    
    2010Loss per diluted common share, GAAP basis
    
    $
    (0.51
    )
    
    $
    (14.15
    )
    
    $
    (1.65
    )
    
    $
    (15.22
    )Refinancing costs, net of taxes
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    0.01Convertible preferred stock beneficial conversion feature
    
    
    (0.01
    )
    
    
    13.27
    
    
    
    0.08
    
    
    
    13.31Restructuring charges, net of taxes
    
    
    
    
    
    
    0.03
    
    
    
    
    
    
    
    0.05Asset impairments (recovery), net of taxes
    
    
    
    
    
    
    (0.01
    )
    
    
    
    
    
    
    0.03Gain on embedded derivative, net of taxes
    
    
    (0.00
    )
    
    
    (0.00
    )
    
    
    (0.00
    )
    
    
    (0.03
    )Increase in actuarial determined general liability
self-insurance reserve, net of taxes
    
    
    0.04
    
    
    
    
    
    
    
    0.08
    
    
    
    Pre-acquisition contingency adjustment, net of taxes
    
    
    
    
    
    
    
    
    
    
    0.01
    
    
    
    Adjusted diluted loss per common share
    
    $
    (0.48
    )
    
    $
    (0.86
    )
    
    $
    (1.48
    )
    
    $
    (1.85
    )
 Fiscal Three Months Ended
    
    
    Fiscal Six Months EndedMay 1,
    
    
    May 2,
    
    
    May 1,
    
    
    May 2,2011
    
    
    2010
    
    
    2011
    
    
    2010Net loss applicable to common shares, GAAP basis
    
    $
    (9,249
    )
    
    $
    (257,345
    )
    
    $
    (29,990
    )
    
    $
    (276,152
    )Refinancing costs, net of taxes
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    113Convertible preferred stock beneficial conversion feature
    
    
    (240
    )
    
    
    241,282
    
    
    
    1,546
    
    
    
    241,469Restructuring charges, net of taxes
    
    
    
    
    
    
    539
    
    
    
    
    
    
    
    879Asset impairments (recovery), net of taxes
    
    
    
    
    
    
    (75
    )
    
    
    
    
    
    
    594Gain on embedded derivative, net of taxes
    
    
    (4
    )
    
    
    (3
    )
    
    
    (8
    )
    
    
    (600
    )Increase in actuarial determined general liability
self-insurance reserve, net of taxes
    
    
    799
    
    
    
    
    
    
    
    1,477
    
    
    
    Pre-acquisition contingency adjustment, net of taxes
    
    
    
    
    
    
    
    
    
    
    181
    
    
    
    Adjusted net loss applicable to common shares
    
    $
    (8,694
    )
    
    $
    (15,602
    )
    
    $
    (26,794
    )
    
    $
    (33,697
    )
 OFF-BALANCE SHEET ARRANGEMENTS
  CONTRACTUAL OBLIGATIONS
   CRITICAL ACCOUNTING POLICIES
  RECENT ACCOUNTING PRONOUNCEMENT
  38




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##### Table of Contents



RECENT DEVELOPMENTS
  
 Item 3. Quantitative and Qualitative Disclosures About Market Risk.
 Steel Prices
   39




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Interest Rates
  40




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##### Table of Contents



Foreign Currency Exchange Rates
   
 Item 4. Controls and Procedures.
 Disclosure Controls and Procedures.
  Internal Control over Financial Reporting
  41




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##### Table of Contents



NCI BUILDING SYSTEMS, INC.
 
 PART II  OTHER INFORMATION
 
 Item 1. Legal Proceedings.
  
 Item 1A. Risk Factors.
  We may face liability as a result of the sale of unregistered shares of our common stock to
participants in the Companys 401(k) Profit Sharing Plan.
  The adoption of climate change legislation or regulations restricting emissions of greenhouse gases
could increase our operating costs or reduce demand for our products.
   42




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##### Table of Contents



Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
  ISSUER PURCHASES OF EQUITY SECURITIES
 (c) Total
    
    
    (d) MaximumNumber of Shares
    
    
    Number ofPurchased as Part
    
    
    Shares that May(b) Average
    
    
    of Publicly
    
    
    Yet be Purchased(a) Total Number of
    
    
    Price Paid per
    
    
    Announced Plans
    
    
    Under the Plans orPeriod
    
    Shares Purchased(1)
    
    
    Share (or Unit)
    
    
    or Programs
    
    
    Programs(2)January 31, 2011 to February 27, 2011
    
    
    217
    
    
    $
    12.90
    
    
    
    
    
    
    
    129,218February 28, 2011 to March 27, 2011
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    129,218March 28, 2011 to May 1, 2011
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    129,218Total
    
    
    217
    
    
    $
    12.90
    
    
    
    
    
    
    
    129,218
 
 (1)
    
    These shares were shares of restricted stock that were withheld to satisfy tax-withholding
obligations arising in connection with the vesting of awards of restricted stock. The required
withholding is calculated using the closing sales price reported by the NYSE as of the vesting
date.(2)
    
    Our board of directors has authorized a stock repurchase program. Subject to applicable
federal securities law and the Certificate of Designations of our Series B Preferred Stock,
such purchases may occur, if at all, at times and in amounts that we deem appropriate. Shares
repurchased are usually retired. On February 28, 2007, we publicly announced that our board of
directors authorized the repurchase of an additional 0.2 million shares of our Common Stock.
There is no time limit on the duration of the program. During the first six months of fiscal
2011, we did not repurchase any shares of Common Stock. At May 1, 2011, there were 0.1 million
shares of Common Stock remaining authorized for repurchase under the program. 
 Item 6. Exhibits.
   SIGNATURES
  NCI BUILDING SYSTEMS, INC.
(Registrant)Date: June 8, 2011
    By:
    /s/ Mark E. JohnsonMark E. JohnsonExecutive Vice President,
Chief Financial Officer and Treasurer 43




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##### Table of Contents



Index to Exhibits
 3.1
    
    Restated Certificate of Incorporation, as amended through September 30, 1998 (filed as
Exhibit 3.1 to NCIs Annual Report on Form 10-K for the fiscal year ended November 2, 2002 and
incorporated by reference herein)3.2
    
    Certificate of Amendment to Restated Certificate of Incorporation, effective as of March 12,
2007 (filed as Exhibit 3.2 to NCIs Quarterly Report on Form 10-Q for the quarter ended April
29, 2007 and incorporated by reference herein)3.3
    
    Certificate of Amendment to the Restated Certificate of Incorporation, effective as of March
4, 2010 (filed as Exhibit 4.3 to NCIs registration statement on Form S-8 filed with the SEC
on April 23, 2010 and incorporated by reference herein)3.4
    
    Second Amended and Restated By-Laws, effective as of October 20, 2009 (filed as Exhibit 3.4
to NCIs Current Report on Form 8-K dated October 26, 2009 and incorporated by reference
herein)3.5
    
    Third Amended and Restated By-laws, effective as of February 19, 2010 (filed as Exhibit 3.1
to NCIs Current Report on Form 8-K dated February 24, 2010 and incorporated by reference
herein)*31.1
    
    Rule 13a-14(a)/15d-14(a) Certifications (Section 302 of the Sarbanes-Oxley Act of 2002)*31.2
    
    Rule 13a-14(a)/15d-14(a) Certifications (Section 302 of the Sarbanes-Oxley Act of 2002)**32.1
    
    Certifications pursuant to Section 1350 of Chapter 63 of Title 18 of the United States Code (Section 906 of the
Sarbanes-Oxley Act of 2002)**32.2
    
    Certifications pursuant to Section 1350 of Chapter 63 of Title 18 of the United States Code (Section 906 of the
Sarbanes-Oxley Act of 2002)
 
 *
    
    Filed herewith**
    
    Furnished herewith 44