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 (Date of earliest event reported): June 5, 2012

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 7.01 Regulation FD Disclosure.

On May 8, 2012, NCI Building Systems, Inc. (the “Company” or “NCI”), filed a Current Report with the Securities Exchange Commission on Form 8-K announcing, among other things, that NCI Group, Inc., a wholly-owned subsidiary of the Company, entered into an Equity Purchase Agreement (“Equity Purchase Agreement”) with VSMA, Inc., (“VSMA”), Metl-Span LLC, (“Metl-Span”), a wholly-owned subsidiary of VSMA, and BlueScope Steel North America Corporation to acquire all of the outstanding membership interests of Metl-Span in exchange for $145,000,000 in cash (such acquisition, the “Acquisition”).

The Company is furnishing this information on this Current Report on Form 8-K in order to make publicly available certain financial information of Metl-Span. This financial information is set forth in portions of the presentation slides (the “Presentation Materials”), which are attached hereto as Exhibit 99.1 and are incorporated by reference herein. The information in this Item, including the Presentation Materials in Exhibit 99.1 attached hereto, is furnished pursuant to Item 7.01 of this Current Report on Form 8-K; consequently, it is not deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section. It may only be incorporated by reference in another filing under the Exchange Act or the Securities Act of 1933, as amended, if such subsequent filing specifically references this Item in this Current Report on Form 8-K.

Exhibit 99.1 includes earnings before interest, taxes, depreciation and amortization (EBITDA) of Metl-Span which is a non-GAAP financial measure. EBITDA is a measure used by management and, therefore, provided to lenders to provide

comparability between periods of underlying operational results. 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. The non-GAAP financial measure and the reconciliation to the comparable GAAP measure is included in the Presentation Materials furnished hereto as Exhibit 99.1.

In connection with this business combination, NCI estimates potential annual synergies of combining operations with Metl-Span ranging between $5 - $9 million by fiscal 2014.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number	Description
99.1	Presentation Materials dated June 6, 2012. *

* As described in Item 7.01 above, Exhibit 99.1 is “furnished” and not deemed to be “filed” with this Current Report on Form 8-K for purposes of Section 18 of the Exchange Act.

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 hereunto duly authorized.

NCI BUILDING SYSTEMS, INC.
By:	/s/ Mark E. Johnson
	Mark E. Johnson
	Executive Vice President, Chief Financial
	Officer and Treasurer

Dated: June 5, 2012

EXHIBIT INDEX

Exhibit Number	Description
99.1	Presentation Materials dated June 6, 2012.

EX-99.1

75

92

113

151

159

184

180

130

157

172

26.1%

25.1%

24.8%

24.1%

24.0%

25.6%

25.7%

23.3%

24.0%

25.0%

0

050

100

150

200

250

$300

03

04

05

06

07

08

09

10

11

LTM

3/31

0%

5%

10%

15%

20%

25%

30%

Sales

Contribution margin

Metl-Span's philosophy to be a high-

quality customer focused producer

has achieved excellent financial

results

Sales and EBITDA have grown at

9.8% and 10.0% CAGRs

respectively from FY 2003 to FY

2011

Remained profitable throughout the

economic downturn

Tight focus on project selection and

plant management has delivered

consistent contribution margins of

23–26% over the past 9 years,

including during the economic

downturn

EBITDA margins hurt in FY 2010 on

the back of lower volumes

7

9

12

17

18

23

23

9

15

17

9.5%

10.0%

10.9%

11.3%

11.3%

12.7%

12.5%

6.7%

9.8%

9.7%

0%

2%

4%

6%

8%

10%

12%

14%

0

5

10

15

20

25

30

$35

03

04

05

06

07

08

09

10

11

LTM

3/31

EBITDA

EBITDA margin

Note:

2003 –

2009 unaudited. 2010 –

2011 audited. Non-GAAP EBITDA reconciliation provided in the Appendix.

Source:

Metl-Span management accounts.

($ in millions)

($ in millions)

Demonstrated strong performance record

Exhibit 99.1

FYE June 30

Sales and contribution margin

EBITDA and EBITDA margin

Notes

Metl-Span historical financial overview

Note:

2007

–

2009

and

LTM

3/31/2012

unaudited.

2010

–

2011

audited.

Source:

Metl-Span management accounts.

(1)

Increase from 2008 relates to amortization on acquisition intangibles.

Historical figures

FYE June 30

2007

2008

2009

2010

2011

LTM  3/31/12

Revenue

$158.6

$183.9

$179.9

$129.9

$157.2

$171.5

% growth

5.2%

16.0%

(2.2%)

(27.8%)

21.1%

15.3%

Contribution margin

$38.0

$47.1

$46.1

$30.3

$37.7

$42.8

% of revenue

24.0%

25.6%

25.7%

23.3%

24.0%

25.0%

EBITDA

$18.0

$23.3

$22.5

$8.7

$15.4

$16.6

% margin

11.3%

12.7%

12.5%

6.7%

9.8%

9.7%

Less: Depreciation

$3.7

$4.0

$4.4

$4.4

$4.4

$4.5

EBITA

$14.3

$19.3

$18.1

$4.3

$11.0

$12.1

% margin

9.0%

10.5%

10.0%

3.3%

7.0%

7.1%

Less: Amortization 

(1)

$0.2

$4.3

$3.5

$3.5

$3.4

$3.4

EBIT

$14.1

$15.0

$14.5

$0.8

$7.5

$8.7

% margin

8.9%

8.2%

8.1%

0.6%

4.8%

5.1%

Capital expenditures

$2.7

$14.8

$5.0

$3.6

$1.8

$3.4

% of sales

1.7%

8.0%

2.8%

2.8%

1.1%

2.0%

($ in millions)

Metl-Span EBITDA reconciliation

2007

2008

2009

2010

2011

LTM 3/31/12

Net income

$14.4

$16.7

$14.5

$0.5

$5.6

$6.5

Interest expense / (income)

(0.2)

(0.5)

0.0

–

(1.3)

(1.1)

Taxes

–

2.9

–

0.3

3.2

3.2

Depreciation

3.7

4.0

4.4

4.5

4.4

4.5

Amortization

0.2

0.2

3.5

3.4

3.4

3.4

EBITDA

$18.0

$23.3

$22.5

$8.7

$15.4

$16.6

($ in millions)