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: March 10, 2009

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 filing 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 March 10, 2009, NCI Building Systems, Inc. (“NCI”) issued a press release announcing NCI’s financial results for the quarter ended February 1, 2009. A copy of the press release is attached as Exhibit 99.1.

NCI’s press release includes Adjusted EBITDA, Adjusted Operating Loss, Adjusted Net Income (Loss) and Adjusted Earnings (Loss) Per Share which are non-GAAP financial measures. Adjusted EBITDA, Adjusted Operating Loss, Adjusted Net Income (Loss) and Adjusted Earnings (Loss) Per Share exclude non-cash charges for goodwill and other asset impairments, restructuring charges, lower of cost or market adjustment and stock compensation expense. Adjusted EBITDA is calculated based on the terms contained in NCI’s senior credit agreement. Adjusted EBITDA, Adjusted Operating Loss, Adjusted Net Income (Loss) and Adjusted Earnings (Loss) Per Share are therefore used by management and provided to investors to provide comparability between periods of underlying operational results. Adjusted EBITDA, Adjusted Operating Loss, Adjusted Net Income (Loss) and Adjusted Earnings (Loss) Per Share should not be considered in isolation or as substitutes for operating income (loss), net income, debt or earnings per share determined in accordance with generally accepted accounting principles in the United States.

The information in this Item 2.02 and Exhibit 99.1 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 March 10, 2009.

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/ Mark E. Johnson
Name:	Mark E. Johnson
Title:	Executive Vice President, Chief Financial Officer and Treasurer

Dated: March 10, 2009

EX-99.1

Exhibit 99.1

Contact:	Norman C. Chambers
	Chairman, President and Chief Executive Officer
	(281) 897-7788

NCI BUILDING SYSTEMS REPORTS FIRST QUARTER FISCAL 2009 RESULTS

—Operating Results in Line with Most Recent Guidance—

—Net Cash from Operating Activities Reached $30 million—

—Non Cash Impairment Charges Penalize Reported Results—

—Buildings group’s Backlog Stabilizes at $302 million—

HOUSTON (March 10, 2009) – NCI Building Systems Inc., (NYSE: NCS) today announced financial results for the first quarter ended February 1, 2009.

First Quarter 2009 Financial Results

“As previously reported, the effects of worsening economic conditions on our end markets and the rapid decline in steel prices caused tonnage volume shipped in the first quarter to decline 45% sequentially and 40% year-over-year,” said Norman C. Chambers, Chairman, President and Chief Executive Officer. “As a result of substantially lower utilization rates and high inventory costs, NCI reported an operating loss for the period that was significantly increased by non-cash impairment charges. These non-cash charges do not impact the Company’s cash flow or liquidity.”

“Initial benefits of cost reduction programs implemented from late October through mid-November and the shift in seasonality that occurred in fiscal 2008 enabled the Company to report positive cash flow from operations of approximately $30 million for the period,” Mr. Chambers said. “Further expense cuts were implemented in the 2009 first quarter, which significantly reduce our operating costs and increase annualized cost savings to $59 million, and we anticipate seeing most of a full quarterly benefit from these savings in the 2009 second quarter.”

First quarter sales were $260.4 million compared to $361.5 million reported for last year’s first quarter. The Company incurred a net loss of $528.6 million, or $27.20 per diluted share, which included a non cash goodwill and other intangible asset impairment charge of $517.6 million, a $29.4 million charge to cost of goods sold related to an inventory markdown to net realizable value in all three of NCI’s business segments, a $2.5 million charge related to severance and plant closings, and a $623,000 non cash asset impairment charge also related to plant closings. Exclusive of these charges, the net loss would have been $8.0 million, or $0.42 per diluted share. For last year’s first quarter, the Company reported net income of $7.5 million, or $0.39 per diluted share.

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

First Quarter 2009 Segment Performance

The Company reported an adjusted operating loss of $7.8 million, which is reconciled with the reported GAAP operating loss in the table below.

NCI BUILDING SYSTEMS, INC.

BUSINESS SEGMENTS

NON-GAAP FINANCIAL MEASURES AND RECONCILIATIONS

RECONCILIATION OF OPERATING LOSS TO ADJUSTED OPERATING LOSS EXCLUDING SPECIAL CHARGES

FOR THE THREE MONTHS ENDED FEBRUARY 1, 2009

(Unaudited)

(In thousands)

	Operating Loss, GAAP Basis			Goodwill and Other Intangible Asset Impairment		Lower of Cost or Market Adj.		Restructuring Charges		Asset Impairment		“Adjusted” Operating Loss (A)
Metal coil coating	$	(63,753	)	$	59,854	$	5,657	$	44	$	—	$	1,802
Metal components		(128,603	)		116,131		14,484		582		—		2,594
Engineered building systems		(352,279	)		341,643		9,237		1,835		623		1,059
Corporate		(13,252	)		—		—		18		—		(13,234	)
Total operating loss	$	(557,887	)	$	517,628	$	29,378	$	2,479	$	623	$	(7,779	)

(A) The Company discloses a tabular comparison of “Adjusted” operating 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 loss should not be considered in isolation or as a substitute for operating loss as reported on the face of our statement of income.

First quarter 2009 adjusted operating results only include the initial benefits of phase one of the Company’s cost reduction programs and only a modest benefit of phase two, which was implemented in late January and early February 2009.

“After declining for seven consecutive months, NCI’s Buildings group’s backlog stabilized at $302 million in December and January, which may indicate a modest firming of demand, driven by the sharp decline in steel prices coming into a seasonally stronger period,” Mr. Chambers said.

Balance Sheet

At the end of the 2009 first quarter, cash and cash equivalents were $91 million, up from $68 million at the end of the 2008 fourth quarter. NCI continues to discuss its financing requirements with its key relationship banks. The Company has retained J.P. Morgan Securities Inc. to assist with these discussions and on a comprehensive range of potential alternatives to strengthen its balance sheet and enhance its long term financial and competitive position including but not limited to capital raises and strategic investments.

Outlook

“We are working closely with our builder network and key customers, who serve 19 different end

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

markets, to provide efficient solutions during this difficult period for non residential construction businesses. Lower steel prices have historically promoted greater utilization of steel as compared to other traditional building products, and the energy savings and recyclability attributes of steel should enhance its competitive attractiveness. Additionally, we are moving ahead carefully with certain strategic initiatives that would extend our reach to new markets,” Mr. Chambers noted.

“While we have seen an uptick in quoting activity, visibility remains limited,” Mr. Chambers said. “The benefits of recent cost cutting, however, and reduced capital and working capital spending, should enable us to report positive cash flow from operations in the second quarter of fiscal 2009.”

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 will provide an online, real-time webcast and rebroadcast of its conference call today to discuss this announcement. The live broadcast of this conference call will be available online at www.ncilp.com beginning at 5:00 p.m. (Eastern Time) on Tuesday, March 10, 2009. The online replay will be available at approximately 6:00 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; ability to service or refinance our debt; fluctuations in demand and prices for steel; raw material pricing and supply; competitive activity and pricing pressure; ability to execute NCI’s acquisition strategy; general economic conditions affecting the construction industry; the current financial crisis and U.S. recession; and changes in laws or regulations. Item 1A “Risk Factors” in the Company’s Annual Report on Form 10-K for the fiscal year ended November 2, 2008, 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. NCI is comprised of a family of companies operating 39 manufacturing facilities across the United States and Mexico, with additional sales and distribution offices throughout the nation and Canada.

—MORE—

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 First-Quarter Results

Page 5

March 10, 2009

NCI BUILDING SYSTEMS, INC.

STATEMENTS OF INCOME

(Unaudited)

(In thousands, except per share data)

	For the Three Months Ended
	February 1, 2009			January 27, 2008
Sales	$	260,364		$	361,489
Cost of sales		213,836			279,058
Lower of cost or market adjustment		29,378			—
Asset impairment		623			—
Gross profit		16,527			82,431
		6.3	%		22.8	%
Selling, general and administrative expenses		54,307			63,935
Goodwill and other intangible asset impairment		517,628			—
Restructuring charge		2,479			—
Income (loss) from operations		(557,887	)		18,496
Interest income		195			658
Interest expense		(4,608	)		(6,904	)
Other expense, net		(317	)		(38	)
Income (loss) before income taxes		(562,617	)		12,212
Provision (benefit) for income taxes		(34,007	)		4,702
		6.0	%		38.5	%
Net income (loss)	$	(528,610	)	$	7,510
Net income (loss) per share:
Basic	$	(27.20	)	$	0.39
Diluted	$	(27.20	)	$	0.39
Average shares outstanding:
Basic		19,438			19,250
Diluted		19,438			19,402
Depreciation/amortization expense		8,523			9,344
Decrease in sales		-28.0	%
Decrease in diluted earnings per share		n/a
Gross profit percentage		6.3	%		22.8	%
Selling, general and administrative expenses percentage		20.9	%		17.7	%

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NCI Building Systems Reports First-Quarter Results

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March 10, 2009

NCI BUILDING SYSTEMS, INC.

CONDENSED BALANCE SHEETS

(In thousands)

	February 1, 2009		November 2, 2008
	(Unaudited)
ASSETS
Cash and cash equivalents	$	90,842	$	68,201
Accounts receivable, net		85,165		163,005
Inventories		142,815		192,011
Deferred income taxes		24,259		24,259
Income taxes receivable		18,096		—
Prepaid expenses and other		18,768		18,374
Total current assets		379,945		465,850
Property and equipment, net		249,795		251,163
Goodwill		107,736		616,626
Other assets		37,529		47,062
Total assets	$	775,005	$	1,380,701
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current portion of long-term debt	$	180,880	$	920
Accounts payable		83,320		104,348
Accrued expenses		90,574		129,864
Total current liabilities		354,774		235,132
Long-term debt		293,290		473,480
Deferred income taxes		27,466		44,332
Other long-term liabilities		4,828		3,928
Shareholders’ equity		94,647		623,829
Total liabilities and shareholders’ equity	$	775,005	$	1,380,701

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March 10, 2009

NCI BUILDING SYSTEMS, INC.

CONDENSED STATEMENTS OF CASH FLOWS

(Unaudited)

(In thousands)

	For the Three Months Ended
	February 1, 2009			January 27, 2008
Net cash provided by (used in) operating activities	$	30,172		$	(19,986	)
Cash flows from investing activities:
Capital expenditures		(7,016	)		(5,803	)
Other		118			299
Net cash used in investing activities		(6,898	)		(5,504	)
Cash flows from financing activities:
Payments on long-term debt		(230	)		(21,947	)
Proceeds from stock option exercises		12			327
Excess tax benefits from stock-based compensation arrangements		—			128
Payment of financing costs		(18	)		—
Purchase of treasury stock		(413	)		(1,513	)
Net cash used in financing activities		(649	)		(23,005	)
Effect of exchange rate changes on cash and cash equivalents		16			(157	)
Net (decrease) increase in cash		22,641			(48,652	)
Cash at beginning of period		68,201			75,054
Cash at end of period	$	90,842		$	26,402

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March 10, 2009

NCI Building Systems, Inc.

Business Segments

(Unaudited)

(In thousands)

	Three Months Ended February 1, 2009					Three Months Ended January 27, 2008					$ Inc/(Dec)			% Change
				% of Total Sales					% of Total Sales
Sales:
Metal coil coating	$	41,501		16		$	62,275		17		$	(20,774	)	-33.4	%
Metal components		121,480		46			145,167		40			(23,687	)	-16.3	%
Engineered building systems		152,409		59			226,399		63			(73,990	)	-32.7	%
Intersegment sales		(55,026	)	(21	)		(72,352	)	(20	)		17,326		-23.9	%
Total net sales	$	260,364		100		$	361,489		100		$	(101,125	)	-28.0	%
				% of Sales					% of Sales
Operating income (loss):
Metal coil coating	$	(63,753	)	(154	)	$	2,695		4		$	(66,448	)	n/a
Metal components		(128,603	)	(106	)		9,522		7			(138,125	)	n/a
Engineered building systems		(352,279	)	(231	)		20,438		9			(372,717	)	n/a
Corporate		(13,252	)	—			(14,159	)	—			907		n/a
Total operating income (loss) (% of sales)	$	(557,887	)	(214	)	$	18,496		5		$	(576,383	)	n/a

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NCI Building Systems Reports First-Quarter Results

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March 10, 2009

NCI BUILDING SYSTEMS, INC.

BUSINESS SEGMENTS

NON-GAAP FINANCIAL MEASURES AND RECONCILIATIONS

RECONCILIATION OF OPERATING LOSS TO ADJUSTED OPERATING LOSS EXCLUDING SPECIAL CHARGES

FOR THE THREE MONTHS ENDED FEBRUARY 1, 2009

(Unaudited)

(In thousands)

	Operating Loss, GAAP Basis			Goodwill and Other Intangible Asset Impairment		Lower of Cost or Market Adj.		Restructuring Charges		Asset Impairment		“Adjusted” Operating Loss (A)
Metal coil coating	$	(63,753	)	$	59,854	$	5,657	$	44	$	—	$	1,802
Metal components		(128,603	)		116,131		14,484		582		—		2,594
Engineered building systems		(352,279	)		341,643		9,237		1,835		623		1,059
Corporate		(13,252	)		—		—		18		—		(13,234	)
Total operating loss	$	(557,887	)	$	517,628	$	29,378	$	2,479	$	623	$	(7,779	)

(A) The Company discloses a tabular comparison of “Adjusted” operating 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 loss should not be considered in isolation or as a substitute for operating loss as reported on the face of our statement of income.

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March 10, 2009

NCI BUILDING SYSTEMS, INC.

NON-GAAP FINANCIAL MEASURES AND RECONCILIATIONS

“ADJUSTED” EARNINGS (LOSS) PER DILUTED SHARE AND NET INCOME (LOSS) COMPARISON

(Unaudited)

	Fiscal Three Months Ended
	February 1, 2009			January 27, 2008
Earnings (loss) per diluted share, GAAP basis	$	(27.20	)	$	0.39
Goodwill and other intangible asset impairment		25.72			—
Lower of cost or market adjustment		0.96			—
Restructuring charges		0.08			—
Asset impairment		0.02			—
“Adjusted” diluted earnings (loss) per share (A)	$	(0.42	)	$	0.39
	Fiscal Three Months Ended
	February 1, 2009			January 27, 2008
Net income (loss), GAAP basis	$	(528,610	)	$	7,510
Goodwill and other intangible asset impairment		499,883			—
Lower of cost or market adjustment		18,740			—
Restructuring charges		1,581			—
Asset impairment		397			—
“Adjusted” net income (loss) (A)	$	(8,009	)	$	7,510

(A) The Company discloses a tabular comparison of “Adjusted” earnings (loss) per diluted 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 income.

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March 10, 2009

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
	February 1, 2009			January 27, 2008
Net income (loss)	$	(457,239	)	$	60,786
Add:
Provision for income taxes		12,790			39,170
Interest expense		21,011			28,212
Depreciation and amortization		33,914			35,658
Non-cash FAS 123(R)		8,005			9,621
Goodwill and other intangible asset impairment		517,628			—
Lower of cost or market adjustment		32,117			—
Asset impairment		816			—
Adjusted EBITDA (1)	$	169,042		$	173,447

(1) Adjusted EBITDA is calculated based on the terms contained in the Company’s credit agreement at the respective dates presented herein. Adjusted EBITDA excludes non-cash charges for goodwill and other asset impairments, a lower of cost or market adjustment and stock compensation. 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.

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March 10, 2009

NCI Building Systems, Inc.

Reconciliation of Segment Sales to Third Party Segment Sales (Internal Information)

(Unaudited)

(In thousands)

	1st Qtr 2009				1st Qtr 2008				Inc/(Dec)		% Change
Metal Coil Coating
Total Sales	41,501		13	%	62,275		14	%	(20,774	)	-33	%
Intersegment	(30,077	)			(42,893	)			12,816		-30	%
Third Party Sales	11,424		4	%	19,382		5	%	(7,958	)	-41	%
Operating Income (Loss)	(63,753	)	-558	%	2,695		14	%	(66,448	)	n/a
Metal Components
Total	121,480		39	%	145,167		34	%	(23,687	)	-16	%
Intersegment	(20,438	)			(21,804	)			1,366		-6	%
Third Party Sales	101,042		39	%	123,363		34	%	(22,321	)	-18	%
Operating Income (Loss)	(128,603	)	-127	%	9,522		8	%	(138,125	)	n/a
Engineered Building Systems
Total	152,409		48	%	226,399		52	%	(73,990	)	-33	%
Intersegment	(4,511	)			(7,655	)			3,144		-41	%
Third Party Sales	147,898		57	%	218,744		61	%	(70,846	)	-32	%
Operating Income (Loss)	(352,279	)	-238	%	20,438		9	%	(372,717	)	n/a
Consolidated
Total	315,390		100	%	433,841		100	%	(118,451	)	-27	%
Intersegment	(55,026	)			(72,352	)			17,326		-24	%
Third Party Sales	260,364		100	%	361,489		100	%	(101,125	)	-28	%
Operating Income (Loss)	(557,887	)	-214	%	18,496		5	%	(576,383	)	n/a

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