8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

Date of Report: August 30, 2006

NCI BUILDING SYSTEMS, INC.

(Exact name of registrant as specified in its charter)

Delaware	1-14315	76-0127701
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification Number)

10943 North Sam Houston Parkway West Houston, Texas	77064
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (281) 897-7788

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the obligation of the registrant under any of the following provisions:

¨ Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02. Results of Operations and Financial Condition

On August 30, 2006, NCI Building Systems, Inc. (“NCI”) issued a press release announcing NCI’s financial results for the third quarter of fiscal 2006. A copy of the press release is attached as Exhibit 99.1.

NCI’s press release included adjusted EBITDA, Net Debt and adjusted Earnings Per Share, which are non-GAAP financial measures. NCI reports these measures because they are widely accepted financial indicators in the metal construction industry of a company’s profitability, ability to finance its operations, and meet its growth plans. Adjusted EBITDA is also used by NCI internally to make acquisition and investment decisions. Adjusted EBITDA is calculated based on the terms contained in NCI’s senior credit agreement. Adjusted Earnings Per Share is used by management and is provided to investors to provide comparability between periods by showing the pro forma effect of FAS 123 had NCI been subject to it in the 2005 period and the dilutive impact of NCI’s convertible notes as if they were converted in the 2006 period, and to exclude the effect of a gain in the 2005 related to more favorable group medical claims experience than expected. Adjusted EBITDA, Net Debt and adjusted Earnings Per Share should not be considered in isolation or as substitutes for net income, debt or earnings per share determined in accordance with generally accepted accounting principles in the United States.

The information in this Form 8-K and the Exhibit attached to this Form 8-K shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that Section, nor shall it be deemed incorporated by reference in any registration statement or other filing under the Securities Act of 1933, as amended or the Exchange Act, except if NCI expressly states that such information is to be considered “filed” under the Exchange Act or incorporates it by specific reference in such filing.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number	Description
99.1	Press Release dated August 30, 2006.

2

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

NCI BUILDING SYSTEMS, INC.
By:	/s/ Frances R. Powell
Name:	Frances R. Powell
Title:	Executive Vice President, Chief Financial Officer and Treasurer

Dated: August 30, 2006

3

EX-99.1

Exhibit 99.1

Contact: Norman C. Chambers

President & Chief Operating Officer

(281) 897-7788

NCI BUILDING SYSTEMS EXCEEDS 3^RD-QUARTER GUIDANCE AS

EARNINGS GROW 43% TO $1.00 PER DILUTED SHARE,

ADJUSTED EARNINGS INCREASE 61% TO $1.06

SALES INCREASE 54%; BACKLOG MORE THAN DOUBLES TO $436 MILLION

HOUSTON (August 30, 2006) – NCI Building Systems, Inc. (NYSE: NCS) today announced financial results for the third quarter ended July 30, 2006. Sales were a record $449.4 million for the quarter, up 54% from $292.7 million for the third quarter of fiscal 2005. Net income for the third quarter of fiscal 2006 was $21.7 million, or $1.00 per diluted share, which included a $0.02 expense related to the adoption of FAS 123(R) and a $0.06 dilutive impact from NCI’s 2.125% Convertible Senior Subordinated Notes (the “Notes”). Excluding the impact of the Notes, net income per diluted share was $1.06. Net income for the third quarter last year was $14.7 million, or $0.70 per diluted share. Pro forma net income per diluted share for the third quarter of fiscal 2005, reflecting the impact of FAS 123 (R) had it been applicable, was $0.66.

A. R. Ginn, Chairman and Chief Executive Officer of NCI, said, “We are very pleased with NCI’s sales and margin performance for the third quarter of fiscal 2006. With a 54% increase in sales for the quarter, we have now produced four consecutive quarters of accelerating comparable-quarter sales growth. As we anticipated, this growth primarily reflected the continuing expansion of the nonresidential construction industry, our increasing industry market share and the acquisition of Robertson-Ceco Corporation (RCC) in April 2006.

“Our tons shipped for the third quarter increased approximately 40% compared with the third quarter of fiscal 2005, with our existing operations accounting for approximately 10% growth and the addition of RCC’s sales accounting for the remainder. With increased costs for the third quarter of fiscal 2006 related to the assimilation of RCC, rising steel prices and FAS 123 (R), our income from operations totaled 9.2% of sales for the third quarter of fiscal 2006, even with the third quarter of fiscal 2005.

“The impact of RCC was evident in the 97% increase in sales for the Buildings segment for the third quarter and the more than doubling of the Company’s backlog, to $436 million at the quarter end from $204 million at the end of the third quarter of fiscal 2005. Our quarter-end backlog also increased 14% from the end of the second quarter of fiscal 2006, as we continued to increase share in an expanding market. The segment’s operating income rose 36% for the

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10943 N. Sam Houston Parkway W. • Houston, Texas 77064

P.O. Box 692055 • Houston, Texas 77269-2055 • Telephone: (281) 897-7788 • Fax: (281) 477-9675

NCI Building Systems Reports Third-Quarter Results

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August 30, 2006

quarter to $19.4 million, or 8% of Buildings sales, from $14.3 million, or 11% of Buildings sales, for the third quarter of fiscal 2005. The segment’s operating margin increased sequentially from 7% for the second quarter of fiscal 2006.

“The Company’s Components segment sales increased 23% for the third quarter to $206 million from $168 million for the third quarter of the prior fiscal year. A stronger pricing environment combined with volume-driven improvements in operating leverage generated a 57% increase in Components operating income, which also increased as a percentage of Components sales to 14% from 11% for the third quarter of fiscal 2005 and 11% for the second quarter of fiscal 2006.

“Strong internal demand and continued steady expansion of third party sales produced 31% growth in Coatings segment sales for the third quarter to $75 million from $57 million for the third quarter of fiscal 2005. The segment’s operating margin increased to 11% for the latest quarter, as operating income increased 146% from the third quarter of fiscal 2005. The Coatings operating margin on third-party sales increased to 29% for the third quarter compared with 13% for the third quarter of fiscal 2005.

“Our substantial profitable growth for the quarter enabled us to continue the incremental strengthening of our financial position, in spite of stock repurchases during the third quarter totaling approximately $17 million. On a net debt (total debt minus cash and cash equivalents) basis, our debt to total capitalization improved 120 basis points sequentially to 51.5% at the quarter end from 52.7% at the end of the second quarter of fiscal 2006. In addition, the ratio of quarter-end net debt to our trailing 12 months adjusted EBITDA improved to 3.1 at the end of the third quarter from 3.6 at the end of the second quarter.

“Based on our strong results for the third quarter and first nine months of fiscal 2006, as well as our record backlog and market outlook for the remainder of the fiscal year, we are today refining our established guidance for fiscal 2006 earnings per diluted share to a range of $3.55 to $3.60, from our previous range of $3.50 to $3.60. Our guidance includes an expense of $0.10 related to the adoption of FAS 123(R) but excludes any potential share dilution related to NCI’s Notes, because that amount, if any, will be dependent upon the future price of the Company’s stock. Among the other assumptions on which this guidance is based, we expect 6% growth in square footage in the nonresidential construction industry for 2006, which, combined with the RCC acquisition, is expected to produce 25% growth in our total tons shipped for fiscal 2006. Our guidance for fiscal 2006 also assumes an increase in the weighted average cost of our steel supplies of approximately 16%, as well as an estimated income tax rate of 39%.

“Consistent with this guidance, we have today established our guidance for earnings per diluted share for the fourth quarter of fiscal 2006 in a range of $1.35 to $1.40, which includes an expense of $0.03 related to the adoption of FAS 123(R) but excludes any potential share dilution related to NCI’s Notes. Earnings per diluted share for the fourth quarter of 2005 were $0.96, and pro forma earnings per diluted share for the fourth quarter of 2005, reflecting the impact of FAS 123 (R) had it been applicable, were $0.83.”

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August 30, 2006

Mr. Ginn added, “Our confidence in NCI’s near-term prospects for growth is supported by the progress we are making in our initiatives designed to create greater synergies from the acquisition of RCC. Among these initiatives, our efforts to mitigate potential lost sales resulting from the acquisition have succeeded well beyond our assumptions. We also remain on schedule to consolidate our procurement activities and are now painting all of the light gauge coil for RCC. In addition, we are progressing more quickly than expected in migrating RCC’s engineering systems to NCI’s Buildings segment, which will significantly strengthen our ability to implement our ‘hub and spoke’ delivery system throughout our combined 44 plants. Longer-term, we expect to continue growing market share by building on our position of industry leadership within the metal buildings and metal building components industry, which continues to account for an increasing portion of an expanding market for nonresidential construction. We have tangibly demonstrated our confidence in NCI’s short-term and long-term growth prospects through the repurchase of 323 thousand shares of the Company’s common stock during the third quarter and 410 thousand shares to date during the fourth quarter.”

NCI will provide an online, real-time webcast and rebroadcast of its conference call tomorrow to discuss this announcement. The live broadcast of this conference call will be available online at www.ncilp.com or www.earnings.com beginning at 10:30 a.m. (Eastern Time) on Thursday, August 31, 2006. The online replay will be available at approximately 12:30 p.m. (Eastern Time) and continue for one week.

This release contains forward-looking statements concerning NCI’s business and operations and industry conditions, including among others industry trends, steel pricing, growth expectations and margin expansion. These statements and other statements identified by words such as “guidance,” “potential,” “expect,” “should” 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 are subject to a number of risks and uncertainties that may cause NCI’s actual performance to differ materially from that projected in such statements. Among the factors that could cause actual results to differ materially are the possibility that the anticipated benefits from the RCC acquisition cannot be fully realized; the possibility that costs or difficulties related to the integration of the RCC operations into the Company’s operations will be greater than expected; industry cyclicality and seasonality; fluctuations in demand and prices for steel; the financial condition of NCI’s raw material suppliers; competitive activity and pricing pressure; ability to execute NCI’s acquisition strategy; and general economic conditions affecting the construction industry. Item 1A “Risk Factors” in the Company’s Annual Report on Form 10-K for the fiscal year ended October 29, 2005, 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. is one of North America’s largest integrated manufacturers of metal products for the nonresidential building industry. The Company operates 44 manufacturing and distribution facilities located in 17 states, as well as Mexico and Canada.

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NCI BUILDING SYSTEMS, INC.

STATEMENTS OF INCOME

(Unaudited)

(In thousands, except per share data)

	For the Three Months Ended						For the Nine Months Ended
	July 30, 2006			July 30, 2005			July 30, 2006			July 30, 2005
Sales	$	449,393		$	292,734		$	1,072,007		$	788,544
Cost of sales		335,731			221,572			810,386			597,113
Gross profit		113,662			71,162			261,621			191,431
		25.3	%		24.3	%		24.4	%		24.3	%
Selling, general and administrative expenses		72,187			44,130			175,574			124,198
Income from operations		41,475			27,032			86,047			67,233
Interest income		799			1,407			4,806			3,171
Interest expense		(8,026	)		(3,993	)		(17,627	)		(10,712	)
Other income, net		82			330			614			1,020
Income before income taxes		34,330			24,776			73,840			60,712
Provision for income taxes		12,655			10,087			28,093			24,569
		36.9	%		40.7	%		38.0	%		40.5	%
Net income	$	21,675		$	14,689		$	45,747		$	36,143
Net income per share:
Basic	$	1.08		$	0.71		$	2.28		$	1.76
Diluted	$	1.00		$	0.70		$	2.13		$	1.73
Average shares outstanding:
Basic		20,065			20,738			20,079			20,565
Diluted		21,718			21,012			21,479			20,919
Increase in sales		53.5	%					35.9	%
Increase in diluted earnings per share		42.9	%					23.1	%
Gross profit percentage		25.3	%		24.3	%		24.4	%		24.3	%
Selling, general and administrative expenses percentage		16.1	%		15.1	%		16.4	%		15.8	%
Income from operations percentage		9.2	%		9.2	%		8.0	%		8.5	%

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August 30, 2006

NCI BUILDING SYSTEMS, INC.

CONDENSED BALANCE SHEETS

(In thousands)

	July 30, 2006		October 29, 2005
	(Unaudited)
ASSETS
Cash and cash equivalents	$	57,744	$	200,716
Accounts receivable, net		160,223		110,094
Inventories		175,307		113,421
Deferred income taxes		23,812		15,470
Prepaid expenses		7,129		2,963
Total current assets		424,215		442,664
Property and equipment, net		247,522		185,278
Goodwill		612,208		339,157
Other assets		58,342		23,120
Total assets	$	1,342,287	$	990,219
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current portion of long-term debt	$	5,044	$	2,000
Accounts payable		106,632		55,874
Accrued expenses		113,996		91,739
Total current liabilities		225,672		149,613
Long-term debt		569,187		371,000
Deferred income taxes		50,866		25,462
Pension liability		8,713		—
Other long-term liability		1,093		—
Shareholders’ equity		486,756		444,144
Total liabilities and shareholders’ equity	$	1,342,287	$	990,219

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NCI BUILDING SYSTEMS, INC.

CONDENSED STATEMENTS OF CASH FLOWS

(Unaudited)

(In thousands)

	For the Nine Months Ended
	July 30, 2006			July 30, 2005
Net income	$	45,747		$	36,143
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		22,183			18,115
Stock-based compensation expense		6,145			2,501
(Gain) loss on sale of fixed assets		(7	)		135
Inventory obsolescence		(510	)		93
Provision for doubtful accounts		1,450			27
Deferred income tax benefit		(317	)		3,612
(Increase) decrease in current assets		(33,230	)		54,082
Increase (decrease) in current liabilities		13,540			(44,530	)
Other, net		(457	)		—
Net cash provided by operating activities		54,544			70,178
Cash flows from investing activities:
Acquisitions, net of cash acquired		(366,490	)		(27,145	)
Capital expenditures		(19,364	)		(14,555	)
Other		(203	)		1,418
Net cash used in investing activities		(386,057	)		(40,282	)
Cash flows from financing activities:
Proceeds from stock option exercises		5,492			4,957
Excess tax benefits from stock-based compensation arrangements		3,361			—
Issuance of convertible debt		—			180,000
Issuance of long-term debt		200,000			—
Net payments on revolving lines of credit		—			(16,700	)
Payments on long-term debt		(2,264	)		(6,500	)
Payment of refinancing costs		(594	)		(4,790	)
Purchase of treasury stock		(17,580	)		—
Net cash provided by financing activities		188,415			156,967
Effect of exchange rate changes on cash and cash equivalents		126			—
Net (decrease) increase in cash		(142,972	)		186,863
Cash at beginning of period		200,716			8,222
Cash at end of period	$	57,744		$	195,085

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NCI BUILDING SYSTEMS, INC.

BUSINESS SEGMENTS

(Unaudited)

(In thousands)

	Three Months Ended July 30, 2006					Three Months Ended July 30, 2005					$ Inc/(Dec)			% Change
				% of Total Sales					% of Total Sales
Sales:
Metal components	$	206,270		46		$	167,750		57		$	38,520		23.0	%
Engineered building systems		250,907		55			127,446		44			123,461		96.9	%
Metal coil coating		74,813		17			57,254		19			17,559		30.7	%
Intersegment sales		(82,597	)	(18	)		(59,716	)	(20	)		(22,881	)	38.3	%
Total net sales	$	449,393		100		$	292,734		100		$	156,659		53.5	%
				% of Sales					% of Sales
Operating income:
Metal components	$	28,663		14		$	18,229		11		$	10,434		57.2	%
Engineered building systems		19,396		8			14,288		11			5,108		35.8	%
Metal coil coating		8,435		11			3,430		6			5,005		145.9	%
Corporate		(15,019	)	—			(8,915	)	—			(6,104	)	68.5	%
Total operating income (% of sales)	$	41,475		9		$	27,032		9		$	14,443		53.4	%
	Nine Months Ended July 30, 2006					Nine Months Ended July 30, 2005					$ Inc/(Dec)			% Change
				% of Total Sales					% of Total Sales
Sales:
Metal components	$	555,167		52		$	452,302		57		$	102,865		22.7	%
Engineered building systems		524,221		48			332,085		42			192,136		57.9	%
Metal coil coating		199,169		19			164,154		21			35,015		21.3	%
Intersegment sales		(206,550	)	(19	)		(159,997	)	(20	)		(46,553	)	29.1	%
Total net sales	$	1,072,007		100		$	788,544		100		$	283,463		35.9	%
				% of Sales					% of Sales
Operating income:
Metal components	$	68,203		12		$	52,399		12		$	15,804		30.2	%
Engineered building systems		39,386		8			31,337		9			8,049		25.7	%
Metal coil coating		18,421		9			11,537		7			6,884		59.7	%
Corporate		(39,963	)	—			(28,040	)	—			(11,923	)	42.5	%
Total operating income (% of sales)	$	86,047		8		$	67,233		9		$	18,814		28.0	%

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NCI BUILDING SYSTEMS, INC.

NON-GAAP FINANCIAL MEASURES AND RECONCILIATIONS

COMPUTATION OF EARNINGS BEFORE INTEREST, TAXES, DEPRECIATION,

AMORTIZATION AND OTHER NONCASH ITEMS (“ADJUSTED EBITDA”)

(Unaudited)

(In thousands)

	Trailing 12 Months
	July 30, 2006		July 30, 2005
Net income	$	65,555	$	59,177
Add:
Provision for income taxes		43,784		38,345
Interest expense		21,071		13,046
Depreciation and amortization		27,970		23,880
401(k) noncash contributions		—		5,699
Loss on debt refinancing		—		—
Non-cash FAS 123(R)		7,327		2,848
Adjusted EBITDA (1)	$	165,707	$	142,995

(1) The Company discloses adjusted EBITDA, which is a non-GAAP measure, because it is a widely accepted financial indicator in the metal construction industry of a company’s profitability, ability to finance its operations, and meet its growth plans. This measure is also used by NCI internally to make acquisition and investment decisions. Adjusted EBITDA is calculated based on the terms contained in the Company’s credit agreement. Results of operations of businesses acquired are included in this measure for periods subsequent to the acquisition and are not included on a pro forma basis. Adjusted EBITDA should not be considered in isolation or as a substitute for net income determined in accordance with generally accepted accounting principles in the United States.

NCI BUILDING SYSTEMS, INC.

NON-GAAP FINANCIAL MEASURES AND RECONCILIATIONS

RECONCILIATION OF TOTAL DEBT TO NET DEBT

(Unaudited)

(In thousands)

	July 30, 2006			April 30, 2006
Total debt	$	574,231		$	575,491
Less: cash		(57,744	)		(39,769	)
Total net debt	$	516,487		$	535,722

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NCI BUILDING SYSTEMS, INC.

NON-GAAP FINANCIAL MEASURES AND RECONCILIATIONS

“ADJUSTED” EARNINGS PER SHARE COMPARISON

(Unaudited)

	Fiscal Three Months Ended
	July 30, 2006			July 30, 2005
Earnings per diluted share, excluding impact of FAS 123R	$	1.02		$	0.70	(1)
FAS 123R Expense		(0.02	)		(0.04	)(2)
Earnings per diluted share, including impact of FAS 123R	$	1.00	(1)	$	0.66
Effect of convertible notes	$	0.06	(3)		—
“Adjusted” diluted earnings per share (A)	$	1.06		$	0.66
	Fiscal Nine Months Ended
	July 30, 2006			July 30, 2005
Earnings per diluted share, excluding impact of FAS 123R	$	2.21		$	1.73	(1)
FAS 123R Expense		(0.08	)		(0.13	)(2)
Earnings per diluted share, including impact of FAS 123R	$	2.13	(1)	$	1.60
Effect of convertible notes		0.11	(3)		—
Gain on health care cost		—			(0.06	)(4)
“Adjusted” diluted earnings per share (A)	$	2.24		$	1.54

(A) The Company discloses a tabular comparison of “Adjusted” earnings per diluted share, which is a non-GAAP measure because it is referred to in the text of our press releases and is instrumental in comparing the results from period to period. “Adjusted” earnings per share should not be considered in isolation or as a substitute for earnings per share as reported on the face of our statement of income.

(1) Earnings per diluted share, GAAP basis

(2) Pro forma share-based compensation expense, as if the Company had adopted FAS 123R in 2005

(3) Dilutive impact of the Company’s convertible notes as if they were converted during the period.

(4) In the first quarter of 2005, the Company recognized a benefit related to health care costs which did not occur in 2006.

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NCI Building Systems, Inc.

Reconciliation of Segment Sales to Third Party Segment Sales

	3rd Qtr 2006				3rd Qtr 2005				Inc/(Dec)		% Change		YTD 3rd Qtr 2006				YTD 3rd Qtr 2005				Inc/(Dec)		% Change
Metal Components
Total Sales	206,270		39	%	167,750		48	%	38,520		23	%	555,167		43	%	452,302		48	%	102,865		23	%
Intersegment	(25,055	)			(23,342	)			(1,713	)	7	%	(68,616	)			(59,154	)			(9,462	)	16	%
Third Party Sales	181,215		40	%	144,408		49	%	36,807		25	%	486,551		46	%	393,148		50	%	93,403		24	%
Operating Income	28,663		16	%	18,229		13	%	10,434		57	%	68,203		14	%	52,399		13	%	15,804		30	%
Engineered Building Systems
Total	250,907		47	%	127,446		36	%	123,461		97	%	524,221		41	%	332,085		35	%	192,136		58	%
Intersegment	(11,346	)			(5,538	)			(5,808	)	105	%	(29,290	)			(14,883	)			(14,407	)	97	%
Third Party Sales	239,561		54	%	121,908		42	%	117,653		97	%	494,931		46	%	317,202		40	%	177,729		56	%
Operating Income	19,396		8	%	14,288		12	%	5,108		36	%	39,386		8	%	31,337		10	%	8,049		26	%
Metal Coil Coating
Total	74,813		14	%	57,254		16	%	17,559		31	%	199,169		16	%	164,154		17	%	35,015		21	%
Intersegment	(46,196	)			(30,836	)			(15,360	)	50	%	(108,644	)			(85,960	)			(22,684	)	26	%
Third Party Sales	28,617		6	%	26,418		9	%	2,199		8	%	90,525		8	%	78,194		10	%	12,331		16	%
Operating Income	8,435		29	%	3,430		13	%	5,005		146	%	18,421		20	%	11,537		15	%	6,884		60	%
Consolidated
Total	531,990		100	%	352,450		100	%	179,540		51	%	1,278,557		100	%	948,541		100	%	330,016		35	%
Intersegment	(82,597	)			(59,716	)			(22,881	)	38	%	(206,550	)			(159,997	)			(46,553	)	29	%
Third Party Sales	449,393		100	%	292,734		100	%	156,659		54	%	1,072,007		100	%	788,544		100	%	283,463		36	%
Operating Income	41,475		9	%	27,032		9	%	14,443		53	%	86,047		8	%	67,233		9	%	18,814		28	%

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