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 6, 2017

________________

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 communications 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))

Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company    £

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.     £

Item 2.02. Results of Operations and Financial Condition.

On June 6, 2017, NCI issued a press release (the “Press Release”) announcing NCI’s financial results for the second fiscal quarter ended April 30, 2017. A copy of the Press Release is attached as Exhibit 99.1.

Additionally, attached hereto as Exhibit 99.2 is a supplemental operational and financial presentation with the results for the second fiscal quarter ended April 30, 2017 and forward-looking statements relating to the third fiscal quarter ending July 30, 2017 and the fiscal year ending October 29, 2017 (the “Supplemental Presentation”). The Supplemental Presentation will be posted on the company’s website, www.ncibuildingsystems.com, on June 6, 2017.

NCI’s Press Release and Supplemental Presentation include Adjusted EBITDA, Adjusted Operating Income (Loss), Adjusted Net Income Applicable to Common Shares, Adjusted Net Income Per Diluted Common Share and Backlog, which are non-GAAP financial measures. Adjusted EBITDA excludes restructuring and impairment charges, strategic development and acquisition related costs, gain on legal settlements, gain from bargain purchase, gain (loss) on sale of assets and asset recovery, fair value adjustments of acquired inventory, share-based compensation, gain on insurance recovery, and unreimbursed business interruption costs. Adjusted Operating Income (Loss) excludes restructuring and impairment charges, strategic development and acquisition related costs and gain (loss) on sale of assets and asset recovery, gain on insurance recovery and unreimbursed business interruption costs. Adjusted Net Income Applicable to Common Shares and Adjusted Net Income Per Diluted Common Share exclude restructuring and impairment charges, strategic development and acquisition related costs, gain on insurance recovery, unreimbursed business interruption costs, other gains (losses), net, and the tax effect of the applicable non-GAAP adjustments. Adjusted EBITDA is calculated based on the terms contained in NCI’s term loan credit agreement. Backlog represents the estimated amounts under contractual agreements for products expected to be delivered to our customers under the contractual terms.

Adjusted EBITDA, Adjusted Operating Income (Loss), Adjusted Net Income Applicable to Common Shares, Adjusted Net Income Per Diluted Common Share and Backlog are measures used by management and, therefore, provided to investors to provide comparability between periods of underlying operational results. Adjusted EBITDA, Adjusted Operating Income (Loss), Adjusted Net Income Applicable to Common Shares, Adjusted Net Income Per Diluted Common Share and Backlog should not be considered in isolation or as substitutes for net income, operating income (loss), net income applicable to common shares, net income per diluted common share or revenue determined in accordance with generally accepted accounting principles in the United States. The non-GAAP financial measures and reconciliations thereof to the most directly comparable measures prepared in accordance with generally accepted accounting principles are included in the Press Release furnished as Exhibit 99.1 hereto and the Supplemental Presentation attached hereto as Exhibit 99.2.

The information in this Item 2.02, and in Exhibit 99.1 and Exhibit 99.2 which are attached to this Form 8-K shall not be deemed “filed” for 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, nor shall they 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 in the event that 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 June 6, 2017
99.2	Supplemental Presentation dated June 6, 2017

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

Date: June 6, 2017

EXHIBIT INDEX

Exhibit Number	Description
99.1	Press Release dated June 6, 2017
99.2	Supplemental Presentation dated June 6, 2017

EX-99.1

Exhibit 99.1

NEWS RELEASE

NCI Building Systems Reports

Second Quarter 2017 Results

HOUSTON, June 6, 2017 – NCI Building Systems, Inc. (NYSE: NCS) (“NCI” or the “Company”) today reported financial results for the second fiscal quarter ended April 30, 2017.

Second Quarter 2017 Financial and Operational Highlights:

• Sales rose 13.0% to $420.5 million for the quarter compared to $372.2 million in the prior year’s second quarter, driven by an improvement in underlying tonnage volumes and increased pricing

• Gross profit for the quarter was $100.8 million or 24.0% of revenues compared to $89.4 million or 24.0% of revenues in the prior year’s second quarter

• Net income increased to $17.0 million for the quarter, up from $2.4 million in last year’s second quarter. Adjusted Net Income rose to $11.5 million this quarter, up from $2.9 million in the prior year’s second quarter

• Net income per diluted common share for the quarter was $0.24, up from $0.03 in the prior year’s second quarter. Adjusted Net Income was $0.16 per diluted common share compared to $0.04 in the prior year’s second quarter

• Adjusted EBITDA was $37.0 million or 8.8% of revenue for the quarter, up from Adjusted EBITDA of $25.5 million or 6.8% of revenue in the prior year’s second quarter

• Total consolidated backlog increased to $552.3 million, up 3.2% year-over-year

Norman C. Chambers, Chairman and Chief Executive Officer, commented, “We are pleased with our solid second quarter performance, which culminated in a stronger first half of fiscal 2017 compared to the first half of last year. We achieved year-over-year growth in both our insulated metal panel and legacy Components products in a slowly recovering economy with higher steel input costs.”

“We continue to be encouraged by key forward looking indicators that show increased momentum over the next twelve months. We expect the second half of fiscal 2017 to deliver another significant improvement in year-over-year performance. We are confident that market conditions and the positive impact of our ongoing manufacturing efficiencies and cost reduction initiatives should set the stage for another year of top-line and bottom-line growth in 2018,” Mr. Chambers concluded.

Second Quarter 2017 Results

Second quarter 2017 sales increased to $420.5 million, up 13.0% from $372.2 million in last year's second quarter, due to an increase in tonnage volumes, most notably in the Buildings and Components segments, as well as continued commercial discipline in the pass-through of higher costs in a rising steel price environment, predominately in the Components segment.

Gross profit increased 12.8% to $100.8 million this quarter, up from $89.4 million in the second quarter of 2016 and gross profit margins were comparable during both periods. Margins in the current period were driven primarily by a combination of manufacturing efficiencies and improved segment and product mix, particularly in insulated metal panels (IMP) as the result of higher architectural panel sales.

Engineering, selling, general and administrative (ESG&A) expenses were $75.1 million this quarter compared to $74.6 million in the second quarter of 2016. As a percentage of revenues, ESG&A expenses decreased approximately 220 basis points to 17.9% in the 2017 second quarter compared to 20.1% in the prior year’s second quarter due primarily to the Company’s cost reduction initiatives.

Operating income increased to $32.5 million this quarter, up from $10.6 million in the prior year’s second quarter. Part of this quarter’s operating income increase was related to a gain of $9.6 million in insurance proceeds received as a result of property

damages claims. Adjusted Operating Income, a non-GAAP measure which excludes certain identified items, increased to $23.6 million in the current quarter up from $11.4 million in the second quarter of 2016. Cash from the majority of these insurance proceeds will be received in the third quarter of 2017.

Net income applicable to common shares in this quarter was $16.9 million, or $0.24 per diluted common share, compared $2.4 million, or $0.03 per diluted common share in the prior year’s second quarter. Net income was primarily impacted by the following special items: a $9.6 million gain on insurance proceeds partially offset by $0.3 million of impairment charges and restructuring charges primarily attributable to severance costs and $3.4 million from the related tax effect of these items. Excluding the impact of these special items, the Company reported Adjusted Net Income, a non-GAAP measure, of $11.5 million, or $0.16 per diluted common share, compared to $2.9 million, or $0.04 per diluted common share, in the second quarter of 2016.

Adjusted EBITDA, a non-GAAP measure, defined in accordance with the Company's Credit Agreement as earnings before interest, taxes, depreciation and amortization, and certain other cash and non-cash items, was $37.0 million this quarter, up 45.2% from $25.5 million in the prior year’s second quarter.

Please see the reconciliation of Adjusted Operating Income, Adjusted Net Income and Adjusted EBITDA in the accompanying financial tables.

Cash and cash equivalents at the end of the second quarter was $49.7 million, down from $77.9 million at the end of the second quarter of fiscal 2016. Cash and cash equivalents increased sequentially from $15.8 million at the end of the first quarter of fiscal 2017 as a result of strong operating cash flow in the second quarter. On May 2, 2017, the Company amended and extended its Existing Term Loan Facility. Benefits to NCI included the extension of the final maturity to June 24, 2022 and a 25 basis point reduction in the interest rate margin on LIBOR borrowings from 3.25% to 3.00% (LIBOR, not less than 1.00%.) NCI’s net debt leverage ratio (net debt/EBITDA) at the end of the second fiscal quarter was 2.0x compared to 2.3x at the end of the first quarter of 2017. In addition, the Company’s $150.0 million ABL facility remained undrawn as of April 30, 2017.

Second Quarter 2017 Segment Performance

Third party sales in the Buildings segment increased 14.9% to $154.5 million in the second quarter, up from $134.5 million in the second quarter of 2016, primarily as a result of the increased sales volumes and the pass-through of higher costs in a rising steel price environment. Operating income decreased to $6.9 million this quarter compared to $7.2 million in the second quarter of 2016. Adjusted Operating Income increased to $7.2 million in the current quarter, compared to $6.4 million in the second quarter of fiscal 2016. The year-over-year decrease in the segment’s operating margins relates primarily to increases in steel prices for the period compared to the second quarter of 2016 when steel prices were declining.

The Components segment generated $239.6 million in third-party sales during the quarter, an increase of 13.2% from $211.7 million in the second quarter of fiscal 2016, led by growth in the IMP product lines, as well as continued strength in the legacy metal component products. Operating income was $40.1 million for the quarter compared to $17.8 million in the second quarter of 2016. Adjusted Operating Income increased 66.8% to $30.8 million from $18.5 million in the second quarter fiscal 2016. The Components segment’s profitability benefited from the improved mix of IMP sales moving towards higher margin IMP products and commercial discipline in the pass-through of higher steel input costs across the legacy single skin product lines.

Third party sales in the Coatings segment were $26.4 million, a 1.1% increase from $26.1 million in last year’s second quarter. Operating income was $5.5 million for the quarter compared to $4.7 million in the second quarter of 2016. Operating margins in the Coatings group were consistent on a year-over-year basis.

Market Commentary

The key leading indicators that NCI follows and that typically have the most meaningful correlation to nonresidential low-rise construction starts are the American Institute of Architects’ (“AIA”) Architecture Mixed Use Index, Dodge Residential single family starts and the Conference Board Leading Economic Index (“LEI”). Historically, there has been a very high correlation to low-rise nonresidential starts when the three leading indicators are combined and then seasonally adjusted. The combined forward projection of these metrics, based on a 9 to 14-month historical lag for each metric, indicates an expected positive growth of 3.0% - 6.0% for low-rise new construction starts in fiscal 2017.

Internal bookings indicate a return to a more normalized seasonal pattern as compared to the prior year, exhibiting a modest year-over-year slowdown of NCI’s primary markets at the end of the second quarter. Offices and banks, equipment storage, religious buildings and hangars have shown positive year-over-year growth. In NCI’s geographic markets New England and the West North Central showed the strongest growth during the quarter.

Outlook and Guidance

NCI reported a first half of fiscal 2017 which was better than the first half of fiscal 2016 and the Company continues to expect fiscal 2017 to be a better year than fiscal 2016 in terms of revenues and Adjusted EBITDA, driven primarily by the Company’s ability to leverage expected market growth, its ongoing cost savings initiatives and opportunities to expand its IMP product lines. The Company’s two on-going cost savings initiatives in manufacturing consolidation and ESG&A are expected to generate $30 to $40 million in cost savings by the end of 2018. During fiscal 2017, these two initiatives are anticipated to generate an incremental $10.0 million in cost savings.

Similar to past years’ trends, the Company expects the second half performance in fiscal 2017 to be stronger than the second half of fiscal 2016, with a more normalized seasonal pattern in which the fourth quarter is stronger than the third quarter, that contrasts what occurred in the third and fourth quarters of fiscal 2016. For the third quarter of fiscal 2017, NCI expects revenues to be in the range of $480 to $505 million and Adjusted EBITDA to be in the range of $48 - $58 million. For the full year fiscal 2017, the Company is revising its expected revenue range upwards from $1.75 to $1.85 billion to $1.80 - $1.86 billion and expects fiscal 2017 Adjusted EBITDA to be in the range of $180 to $200 million for the year.

The Company has provided additional detailed financial guidance in the quarterly supplemental presentation at www.ncibuildingsystems.com under the “Investors” section.

Conference Call Information

The NCI Building Systems, Inc. second quarter 2017 conference call is scheduled for Wednesday, June 7, 2017, at 9:00 a.m. ET (8:00 a.m. CT). Please dial 1-412-902-0003 or 1-877-407-0672 (toll-free) to participate in the call. To listen to a live broadcast of the call over the Internet or to review the archived call, please visit the Company's website at www.ncibuildingsystems.com. To access the taped telephone replay, please dial 1-201-612-7415 or 1-877-660-6853 (toll-free) and the passcode 13661275# when prompted. The taped replay will be available two hours after the call through June 21, 2017. A replay of the webcast will be available on the Company’s website under the Event Calendar, Calls & Webcast section of the Investor Relations page of the NCI website for approximately 90 days.

About NCI Building Systems

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

Contact:

K. Darcey Matthews

Vice President, Investor Relations

281-897-7785

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Words such as "believe," "anticipate," "guidance," "plan," "potential," "expect," "should," "will," "forecast" and similar expressions are forward-looking statements within the meaning of the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995. These forward-looking statements reflect our current expectations, assumptions and/or beliefs concerning future events. As a result, these forward-looking statements rely on a number of assumptions, forecasts, and estimates and, therefore, these forward-looking statements are subject to a number of risks and uncertainties that may cause the Company's actual performance to differ materially from that projected in such statements. Such forward-looking statements may include, but are not limited to, statements concerning our market commentary and expectations for new construction starts in fiscal 2017 and our financial outlook and guidance, including our fiscal 2017 forecasted gross profit, revenues and Adjusted EBITDA and other consolidated financial performance guidance. Among the factors that could cause actual results to differ materially include, but are not limited to, industry cyclicality and seasonality and adverse weather conditions; challenging economic conditions affecting the nonresidential construction industry; volatility in the U.S. economy and abroad, generally, and in the credit markets; substantial indebtedness and our ability to incur substantially more indebtedness; our ability to generate significant cash flow required to service or refinance our existing debt, including the 8.25% senior notes due 2023, and obtain future financing; our ability to comply with the financial tests and covenants in our existing and future debt obligations; operational limitations or restrictions in connection with our debt; increases in interest rates; recognition of asset impairment charges; commodity price increases and/or limited availability of raw materials, including steel; interruptions in our supply chain; our ability to make strategic acquisitions accretive to earnings; retention and replacement of key personnel; our ability to carry out our restructuring plans and to fully realize the expected cost savings, enforcement and obsolescence of intellectual property rights; fluctuations in customer demand; costs related to environmental clean-ups and liabilities; competitive activity and pricing pressure; increases in energy prices; volatility of the Company's stock

price; dilutive effect on the Company's common stockholders of potential future sales of the Company's common stock held by our sponsor; substantial governance and other rights held by our sponsor; breaches of our information system security measures and damage to our major information management systems; 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, including the Dodd-Frank Act; the timing and amount of our stock repurchases; and costs and other effects of legal and administrative proceedings, settlements, investigations, claims and other matters. See also the “Risk Factors” in the Company's Annual Report on Form 10-K for the fiscal year ended October 30, 2016, which 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. The Company expressly disclaims any obligation to release publicly any updates or revisions to these forward-looking statements, whether as a result of new information, future events, or otherwise.

NCI BUILDING SYSTEMS, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands, except per share data)

(Unaudited)

	Fiscal Three Months Ended						Fiscal Six Months Ended
	April 30, 2017			May 1, 2016			April 30, 2017			May 1, 2016
Sales	$	420,464		$	372,247		$	812,167		$	742,261
Cost of sales	319,488			283,799			627,240			564,822
Loss (gain) on sale of assets and asset recovery	137			(927		)	137			(1,652		)
Gross profit	100,839			89,375			184,790			179,091
	24.0		%	24.0		%	22.8		%	24.1		%
Engineering, selling, general and administrative expenses	75,124			74,648			144,164			144,498
Intangible asset amortization	2,405			2,405			4,810			4,821
Strategic development and acquisition related costs	124			579			481			1,260
Restructuring and impairment charges	315			1,149			2,578			2,659
Gain on insurance recovery	(9,601		)	—			(9,601		)	—
Income from operations	32,472			10,594			42,358			25,853
Interest income	138			52			144			74
Interest expense	(7,479		)	(7,844		)	(14,365		)	(15,713		)
Foreign exchange gain (loss)	127			576			50			(166		)
Gain from bargain purchase	—			—			—			1,864
Other income (expense), net	322			251			708			62
Income before income taxes	25,580			3,629			28,895			11,974
Provision for income taxes	8,606			1,209			9,882			3,662
	33.6		%	33.3		%	34.2		%	30.6		%
Net income	$	16,974		$	2,420		$	19,013		$	8,312
Net income allocated to participating securities	(115		)	(23		)	(131		)	(79		)
Net income applicable to common shares	$	16,859		$	2,397		$	18,882		$	8,233
Income per common share:
Basic	$	0.24		$	0.03		$	0.27		$	0.11
Diluted	$	0.24		$	0.03		$	0.27		$	0.11
Weighted average number of common shares outstanding:
Basic	70,988			72,352			70,933			72,806
Diluted	71,122			72,886			71,107			73,321
Increase in sales	13.0		%	3.4		%	9.4		%	8.7		%
Engineering, selling, general and administrative expenses percentage	17.9		%	20.1		%	17.8		%	19.5		%

NCI BUILDING SYSTEMS, INC.

CONSOLIDATED BALANCE SHEETS

(In thousands)

(Unaudited)

	April 30, 2017			October 30, 2016
ASSETS
Current assets:
Cash and cash equivalents	$	49,682		$	65,403
Restricted cash	70			310
Accounts receivable, net	168,625			182,258
Inventories, net	195,441			186,824
Income taxes receivable	—			982
Deferred income taxes	26,126			29,104
Investments in debt and equity securities, at market	6,469			5,748
Prepaid expenses and other	39,452			29,971
Assets held for sale	5,044			4,256
Total current assets	490,909			504,856
Property, plant and equipment, net	234,831			242,212
Goodwill	154,291			154,271
Intangible assets, net	141,958			146,769
Other assets, net	1,824			2,092
Total assets	$	1,023,813		$	1,050,200
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Note payable	$	1,373		$	460
Accounts payable	121,177			142,913
Accrued compensation and benefits	55,760			72,612
Accrued interest	6,156			7,165
Accrued income taxes	1,119			—
Other accrued expenses	102,580			103,384
Total current liabilities	288,165			326,534
Long-term debt, net of deferred financing costs of $7,341 and $8,096	386,806			396,051
Deferred income taxes	24,701			24,804
Other long-term liabilities	21,267			21,494
Total long-term liabilities	432,774			442,349
Common stock	712			715
Additional paid-in capital	598,670			603,120
Accumulated deficit	(283,757		)	(302,706		)
Accumulated other comprehensive loss, net	(10,611		)	(10,553		)
Treasury stock, at cost	(2,140		)	(9,259		)
Total stockholders’ equity	302,874			281,317
Total liabilities and stockholders’ equity	$	1,023,813		$	1,050,200

NCI BUILDING SYSTEMS, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

(Unaudited)

	Fiscal Six Months Ended
	April 30, 2017			May 1, 2016
Cash flows from operating activities:
Net income	$	19,013		$	8,312
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	20,378			21,512
Amortization of deferred financing costs	954			954
Share-based compensation expense	5,862			5,050
Gain on insurance recovery	(9,601		)	—
Losses (gains) on assets, net	262			(3,516		)
Provision for doubtful accounts	1,406			1,898
Provision for deferred income taxes	(113		)	1,668
Excess tax (benefits) shortfalls from share-based compensation arrangements	(1,515		)	390
Changes in operating assets and liabilities, net of effect of acquisitions:
Accounts receivable	12,232			25,299
Inventories	(8,617		)	6,555
Income taxes receivable	982			(4,140		)
Prepaid expenses and other	(1,875		)	3,699
Accounts payable	(21,737		)	(24,633		)
Accrued expenses	(11,068		)	(22,976		)
Other, net	(189		)	(59		)
Net cash provided by operating activities	6,374			20,013
Cash flows from investing activities:
Acquisitions, net of cash acquired	—			(4,343		)
Capital expenditures	(11,556		)	(10,280		)
Proceeds from sale of property, plant and equipment	2,533			4,663
Proceeds from insurance	420			—
Net cash used in investing activities	(8,603		)	(9,960		)
Cash flows from financing activities:
Refund (deposit) of restricted cash	240			(49		)
Proceeds from stock options exercised	1,196			1,401
Excess tax benefits (shortfalls) from share-based compensation arrangements	1,515			(390		)
Proceeds from Amended ABL facility	35,000			—
Payments on Amended ABL facility	(35,000		)	—
Payments on term loan	(10,000		)	(20,000		)
Payments on note payable	(458		)	(531		)
Purchases of treasury stock	(5,922		)	(12,381		)
Net cash used in financing activities	(13,429		)	(31,950		)
Effect of exchange rate changes on cash and cash equivalents	(63		)	151
Net decrease in cash and cash equivalents	(15,721		)	(21,746		)
Cash and cash equivalents at beginning of period	65,403			99,662
Cash and cash equivalents at end of period	$	49,682		$	77,916

NCI BUILDING SYSTEMS, INC.

NON-GAAP FINANCIAL MEASURES AND RECONCILIATIONS

ADJUSTED NET INCOME PER DILUTED COMMON SHARE AND

NET INCOME COMPARISON

(Unaudited)

	Fiscal Three Months Ended						Fiscal Six Months Ended
	April 30, 2017			May 1, 2016			April 30, 2017			May 1, 2016
Net income per diluted common share, GAAP basis	$	0.24		$	0.03		$	0.27		$	0.11
Restructuring and impairment charges	0.00			0.02			0.04			0.04
Strategic development and acquisition related costs	0.00			0.01			0.01			0.02
(Gain) on insurance recovery	(0.13		)	—			(0.14		)	—
Unreimbursed business interruption costs	0.00			—			0.00			—
Other losses (gains), net	0.00			(0.01		)	0.00			(0.05		)
Tax effect of applicable non-GAAP adjustments(1)	0.05			(0.01		)	0.03			(0.01		)
Adjusted net income per diluted common share(2)	$	0.16		$	0.04		$	0.21		$	0.11

	Fiscal Three Months Ended						Fiscal Six Months Ended
	April 30, 2017			May 1, 2016			April 30, 2017			May 1, 2016
Net income applicable to common shares, GAAP basis	$	16,859		$	2,397		$	18,882		$	8,233
Restructuring and impairment charges	315			1,149			2,578			2,659
Strategic development and acquisition related costs	124			579			481			1,260
(Gain) on insurance recovery	(9,601		)	—			(9,601		)	—
Unreimbursed business interruption costs	191			—			191			—
Other losses (gains), net	137			(927		)	137			(3,516		)
Tax effect of applicable non-GAAP adjustments(1)	3,445			(312		)	2,423			(884		)
Adjusted net income applicable to common shares(2)	$	11,470		$	2,886		$	15,091		$	7,752

(1) The Company calculated the tax effect of non-GAAP adjustments by applying the applicable statutory tax rate for the period to each applicable non-GAAP item.

(2) The Company discloses a tabular comparison of Adjusted net income per diluted common share and Adjusted net income applicable to common shares, 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 net income per diluted common share and Adjusted net income applicable to common shares should not be considered in isolation or as a substitute for net income per diluted common share and net income applicable to common shares as reported on the face of our consolidated statements of operations.

NCI Building Systems, Inc.

Business Segments

(In thousands)

(Unaudited)

	Fiscal Three Months Ended				Fiscal Three Months Ended				$			%
	April 30, 2017				May 1, 2016				Inc/(Dec)			Change
				% of Total Sales				% of Total Sales
Sales:
Engineered building systems	$	162,624		33	$	138,023		32	$	24,601		17.8	%
Metal components	270,621			54	234,637			55	35,984			15.3	%
Metal coil coating	63,317			13	55,178			13	8,139			14.8	%
Total sales	496,562			100	427,838			100	68,724			16.1	%
Less: Intersegment sales	76,098			15	55,591			13	20,507			36.9	%
Total net sales	$	420,464		85	$	372,247		87	$	48,217		13.0	%
				% of Sales				% of Sales
Operating income (loss):
Engineered building systems	$	6,894		4	$	7,193		5	$	(299	)	-4.2	%
Metal components	40,087			15	17,835			8	22,252			124.8	%
Metal coil coating	5,514			9	4,704			9	810			17.2	%
Corporate	(20,023		)	—	(19,138		)	—	(885		)	-4.6	%
Total operating income	$	32,472		8	$	10,594		3	$	21,878		206.5	%
				% of Sales				% of Sales
Adjusted operating income (loss)(1):
Engineered building systems	$	7,217		4	$	6,415		5	$	802		12.5	%
Metal components	30,806			11	18,471			8	12,335			66.8	%
Metal coil coating	5,514			9	4,743			9	771			16.3	%
Corporate	(19,899		)	—	(18,234		)	—	(1,665		)	-9.1	%
Total adjusted operating income	$	23,638		6	$	11,395		3	$	12,243		107.4	%

(1) The Company discloses a tabular comparison of Adjusted operating income (loss), which is a non-GAAP measure, because it is instrumental in comparing the results from period to period. Adjusted operating income (loss) should not be considered in isolation or as a substitute for operating income (loss) as reported on the face of our statements of operations. See the reconciliation of Adjusted operating income (loss) to operating income (loss) on the following page.

NCI Building Systems, Inc.

Business Segments

(In thousands)

(Unaudited)

	Fiscal Six Months Ended				Fiscal Six Months Ended				$			%
	April 30, 2017				May 1, 2016				Inc/(Dec)			Change
				% of Total Sales				% of Total Sales
Sales:
Engineered building systems	$	313,887		33	$	286,998		33	$	26,889		9.4	%
Metal components	515,922			54	464,303			55	51,619			11.1	%
Metal coil coating	127,519			13	106,383			12	21,136			19.9	%
Total sales	957,328			100	857,684			100	99,644			11.6	%
Less: Intersegment sales	145,161			15	115,423			13	29,738			25.8	%
Total net sales	$	812,167		85	$	742,261		87	$	69,906		9.4	%
				% of Sales				% of Sales
Operating income (loss):
Engineered building systems	$	13,398		4	$	19,655		7	$	(6,257	)	-31.8	%
Metal components	56,117			11	33,938			7	22,179			65.4	%
Metal coil coating	10,758			8	9,525			9	1,233			12.9	%
Corporate	(37,915		)	—	(37,265		)	—	(650		)	-1.7	%
Total operating income	$	42,358		5	$	25,853		3	$	16,505		63.8	%
				% of Sales				% of Sales
Adjusted operating income (loss)(1):
Engineered building systems	$	15,630		5	$	18,652		6	$	(3,022	)	-16.2	%
Metal components	47,141			9	35,227			8	11,914			33.8	%
Metal coil coating	10,758			8	9,564			9	1,194			12.5	%
Corporate	(37,385		)	—	(35,323		)	—	(2,062		)	-5.8	%
Total adjusted operating income	$	36,144		4	$	28,120		4	$	8,024		28.5	%

(1) The Company discloses a tabular comparison of Adjusted operating income (loss), which is a non-GAAP measure, because it is instrumental in comparing the results from period to period. Adjusted operating income (loss) should not be considered in isolation or as a substitute for operating income (loss) as reported on the face of our statements of operations. See the reconciliation of Adjusted operating income (loss) to operating income (loss) on the following page.

NCI BUILDING SYSTEMS, INC.

BUSINESS SEGMENTS

NON-GAAP FINANCIAL MEASURES AND RECONCILIATIONS

RECONCILIATION OF OPERATING INCOME (LOSS) TO ADJUSTED OPERATING INCOME (LOSS) EXCLUDING SPECIAL CHARGES

FISCAL THREE MONTHS ENDED APRIL 30, 2017 AND MAY 1, 2016

(In thousands)

(Unaudited)

	Three Months Ended April 30, 2017
	Engineered Building Systems		Metal Components			Metal Coil Coating		Corporate			Consolidated
Operating income (loss), GAAP basis	$	6,894	$	40,087		$	5,514	$	(20,023	)	$	32,472
Restructuring and impairment charges	186		129			—		—			315
Strategic development and acquisition related costs	—		—			—		124			124
Loss on sale of assets	137		—			—		—			137
(Gain) on insurance recovery	—		(9,601		)	—		—			(9,601		)
Unreimbursed business interruption costs	—		191			—		—			191
Adjusted operating income (loss)(1)	$	7,217	$	30,806		$	5,514	$	(19,899	)	$	23,638

	Three Months Ended May 1, 2016
	Engineered Building Systems			Metal Components		Metal Coil Coating		Corporate			Consolidated
Operating income (loss), GAAP basis	$	7,193		$	17,835	$	4,704	$	(19,138	)	$	10,594
Restructuring and impairment charges	149			608		39		353			1,149
Strategic development and acquisition related costs	—			28		—		551			579
(Gain) on sale of assets and asset recovery	(927		)	—		—		—			(927		)
Adjusted operating income (loss)(1)	$	6,415		$	18,471	$	4,743	$	(18,234	)	$	11,395

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

NCI BUILDING SYSTEMS, INC.

BUSINESS SEGMENTS

NON-GAAP FINANCIAL MEASURES AND RECONCILIATIONS

RECONCILIATION OF OPERATING INCOME (LOSS) TO ADJUSTED OPERATING INCOME (LOSS) EXCLUDING SPECIAL CHARGES

FISCAL SIX MONTHS ENDED APRIL 30, 2017 AND MAY 1, 2016

(In thousands)

(Unaudited)

	Six Months Ended April 30, 2017
	Engineered Building Systems		Metal Components			Metal Coil Coating		Corporate			Consolidated
Operating income (loss), GAAP basis	$	13,398	$	56,117		$	10,758	$	(37,915	)	$	42,358
Restructuring and impairment charges	2,095		434			—		49			2,578
Strategic development and acquisition related costs	—		—			—		481			481
Loss on sale of assets	137		—			—		—			137
(Gain) on insurance recovery	—		(9,601		)	—		—			(9,601		)
Unreimbursed business interruption costs	—		191			—		—			191
Adjusted operating income (loss)(1)	$	15,630	$	47,141		$	10,758	$	(37,385	)	$	36,144

	Six Months Ended May 1, 2016
	Engineered Building Systems			Metal Components		Metal Coil Coating		Corporate			Consolidated
Operating income (loss), GAAP basis	$	19,655		$	33,938	$	9,525	$	(37,265	)	$	25,853
Restructuring and impairment charges	649			889		39		1,082			2,659
Strategic development and acquisition related costs	—			400		—		860			1,260
(Gain) on sale of assets and asset recovery	(1,652		)	—		—		—			(1,652		)
Adjusted operating income (loss)(1)	$	18,652		$	35,227	$	9,564	$	(35,323	)	$	28,120

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

NCI BUILDING SYSTEMS, INC.

NON-GAAP FINANCIAL MEASURES AND RECONCILIATIONS

COMPUTATION OF EARNINGS BEFORE INTEREST, TAXES, DEPRECIATION,

AMORTIZATION AND OTHER ITEMS (ADJUSTED EBITDA)

(In thousands)

(Unaudited)

	3rd Quarter  July 31, 2016			4th Quarter  October 30, 2016		1st Quarter  January 29, 2017		2nd Quarter  April 30, 2017			Trailing  12 Months  April 30,  2017
Net income	$	23,715		$	19,001	$	2,039	$	16,974		$	61,729
Add:
Depreciation and amortization	10,595			9,817		10,315		10,062			40,789
Consolidated interest expense, net	7,685			7,548		6,881		7,341			29,455
Provision for income taxes	11,627			12,649		1,275		8,606			34,157
Restructuring and impairment charges	778			815		2,264		315			4,172
Strategic development and acquisition related costs	819			590		357		124			1,890
Share-based compensation	2,661			3,181		3,042		2,820			11,704
(Gain) loss on sale of assets and asset recovery	(52		)	62		—		137			147
(Gain) on insurance recovery	—			—		—		(9,601		)	(9,601		)
Unreimbursed business interruption costs	—			—		—		191			191
Adjusted EBITDA(1)	$	57,828		$	53,663	$	26,173	$	36,969		$	174,633

	3rd Quarter  August 2, 2015		4th Quarter  November 1, 2015			1st Quarter  January 31, 2016			2nd Quarter May 1, 2016			Trailing 12 Months May 1, 2016
Net income	$	7,220	$	18,407		$	5,892		$	2,420		$	33,939
Add:
Depreciation and amortization	14,541		13,354			10,747			10,765			49,407
Consolidated interest expense, net	8,135		7,993			7,847			7,792			31,767
Provision for income taxes	3,520		10,029			2,453			1,209			17,211
Restructuring and impairment charges	504		7,611			1,510			1,149			10,774
(Gain) from bargain purchase	—		—			(1,864		)				(1,864		)
Strategic development and acquisition related costs	701		1,143			681			579			3,104
(Gain) on legal settlements	—		(3,765		)	—			—			(3,765		)
Fair value adjustments of acquired inventory	1,000		—			—						1,000
Share-based compensation	2,568		1,677			2,582			2,468			9,295
(Gain) on sale of assets and asset recovery	—		—			(725		)	(927		)	(1,652		)
Adjusted EBITDA(1)	$	38,189	$	56,449		$	29,123		$	25,455		$	149,216

(1) The Company's Credit Agreement defines Adjusted EBITDA. Adjusted EBITDA excludes non-cash charges for goodwill and other asset impairments and stock compensation as well as certain special charges. As such, the historical information is presented in accordance with the definition above. Concurrent with the amendment and restatement of the Term Loan facility, the Company entered into an Asset-Based Lending facility which has substantially the same definition of Adjusted EBITDA except that the ABL facility caps certain special charges. The Company is disclosing Adjusted EBITDA, which is a non-GAAP measure, because it is used by management and provided to investors to provide comparability of underlying operational results.

NCI Building Systems, Inc.

Reconciliation of Segment Sales to Third Party Segment Sales

(In thousands)

(Unaudited)

	Fiscal 2nd Qtr 2017			Fiscal 2nd Qtr 2016			$ Inc/(Dec)			% Change
Engineered Building Systems
Total Sales	$	162,624	33%	$	138,023	32%	$	24,601		17.8	%
Less: Intersegment sales	8,168			3,569			4,599			128.9	%
Third Party Sales	$	154,456	37%	$	134,454	36%	$	20,002		14.9	%
Operating Income	$	6,894	4%	$	7,193	5%	$	(299	)	-4.2	%
Metal Components
Total Sales	$	270,621	54%	$	234,637	55%	$	35,984		15.3	%
Less: Intersegment sales	31,045			22,976			8,069			35.1	%
Third Party Sales	$	239,576	57%	$	211,661	57%	$	27,915		13.2	%
Operating Income	$	40,087	17%	$	17,835	8%	$	22,252		124.8	%
Metal Coil Coating
Total Sales	$	63,317	13%	$	55,178	13%	$	8,139		14.8	%
Less: Intersegment sales	36,885			29,046			7,839			27.0	%
Third Party Sales	$	26,432	6%	$	26,132	7%	$	300		1.1	%
Operating Income	$	5,514	21%	$	4,704	18%	$	810		17.2	%
Consolidated
Total Sales	$	496,562	100%	$	427,838	100%	$	68,724		16.1	%
Less: Intersegment	76,098			55,591			20,507			36.9	%
Third Party Sales	$	420,464	100%	$	372,247	100%	$	48,217		13.0	%
Operating Income	$	32,472	8%	$	10,594	3%	$	21,878		206.5	%

	Fiscal YTD 2nd Qtr 2017			Fiscal YTD 2nd Qtr 2016			$ Inc/(Dec)			% Change
Engineered Building Systems
Total Sales	$	313,887	33%	$	286,998	33%	$	26,889		9.4	%
Less: Intersegment sales	14,410			6,593			7,817			118.6	%
Third Party Sales	$	299,477	37%	$	280,405	38%	$	19,072		6.8	%
Operating Income	$	13,398	4%	$	19,655	7%	$	(6,257	)	-31.8	%
Metal Components
Total Sales	$	515,922	54%	$	464,303	54%	$	51,619		11.1	%
Less: Intersegment sales	57,387			49,741			7,646			15.4	%
Third Party Sales	$	458,535	56%	$	414,562	56%	$	43,973		10.6	%
Operating Income	$	56,117	12%	$	33,938	8%	$	22,179		65.4	%
Metal Coil Coating
Total Sales	$	127,519	13%	$	106,383	13%	$	21,136		19.9	%
Less: Intersegment sales	73,364			59,089			14,275			24.2	%
Third Party Sales	$	54,155	7%	$	47,294	6%	$	6,861		14.5	%
Operating Income	$	10,758	20%	$	9,525	20%	$	1,233		12.9	%
Consolidated
Total Sales	$	957,328	100%	$	857,684	100%	$	99,644		11.6	%
Less: Intersegment	145,161			115,423			29,738			25.8	%
Third Party Sales	$	812,167	100%	$	742,261	100%	$	69,906		9.4	%
Operating Income	$	42,358	5%	$	25,853	3%	$	16,505		63.8	%

EX-99.2

Our Mission & Vision Q2 2017 Supplemental Presentation June 6, 2017

Our Mission & Vision Forward-looking Statements 2 Certain statements and information in this presentation may constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. The words “believe,” “anticipate,” “plan,” “intend,” “foresee,” “guidance,” “potential,” “expect,” “should,” “will” “continue,” “could,” “estimate,” “forecast,” “goal,” “may,” “objective,” “predict,” “projection,” or similar expressions are intended to identify forward-looking statements (including those contained in certain visual depictions) in this presentation. These forward-looking statements reflect the Company's current expectations and/or beliefs concerning future events. The Company believes the information, estimates, forecasts and assumptions on which these statements are based are current, reasonable and complete. Our expectations with respect to the third and fourth quarter of fiscal 2017 and the full year fiscal 2017 that are contained in this presentation are forward looking statements based on management’s best estimates, as of the date of this presentation. These estimates are unaudited, and reflect management’s current views with respect to future results. However, the forward-looking statements in this presentation are subject to a number of risks and uncertainties that may cause the Company's actual performance to differ materially from that projected in such statements. Among the factors that could cause actual results to differ materially include, but are not limited to, industry cyclicality and seasonality and adverse weather conditions; challenging economic conditions affecting the nonresidential construction industry; volatility in the U.S. economy and abroad, generally, and in the credit markets; substantial indebtedness and our ability to incur substantially more indebtedness; our ability to generate significant cash flow required to service or refinance our existing debt, including the 8.25% senior notes due 2023, and obtain future financing; our ability to comply with the financial tests and covenants in our existing and future debt obligations; operational limitations or restrictions in connection with our debt; increases in interest rates; recognition of asset impairment charges; commodity price increases and/or limited availability of raw materials, including steel; interruptions in our supply chain; our ability to make strategic acquisitions accretive to earnings; retention and replacement of key personnel; our ability to carry out our restructuring plans and to fully realize the expected cost savings; enforcement and obsolescence of intellectual property rights; fluctuations in customer demand; costs related to environmental clean-ups and liabilities; competitive activity and pricing pressure; increases in energy prices; volatility of the Company's stock price; dilutive effect on the Company's common stockholders of potential future sales of the Company's common stock held by our sponsor; substantial governance and other rights held by our sponsor; breaches of our information system security measures and damage to our major information management systems; 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, including the Dodd–Frank Act; the timing and amount of our stock repurchases; and costs and other effects of legal and administrative proceedings, settlements, investigations, claims and other matters. See also the “Risk Factors” in the Company's Annual Report on Form 10-K for the fiscal year ended October 30, 2016, which 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. The Company expressly disclaims any obligation to release publicly any updates or revisions to these forward-looking statements, whether as a result of new information, future events, or otherwise.

Our Mission & Vision 2Q 2017 Financial Overview (Page 1 of 2) 3  Sales were $420.5 million, an increase of $48.2 million or 13.0% from $372.2 million a year ago • Revenues for the quarter benefited from tonnage volume increases, particularly in the Buildings and Components segments, and commercial pricing discipline in the pass-through of higher costs in a rising steel price environment  Gross profit margins for the period and the comparable prior year period were each 24.0%. In the second quarter 2017, margins were affected by the following: • 230 basis points improvement was from the overall product mix changes particularly in IMP where sales of higher margin architectural panels increased during the period and company- wide manufacturing efficiency improvements • 200 basis points impact from rising steel input costs, compared to declining costs in 2Q 2016  Operating income was $32.5 million up from $10.6 million and Adjusted Operating Income was $23.6 million up from $11.4 million in the respective prior year periods  Net income increased to $16.9 million, or $0.24 per diluted common share this quarter compared to $2.4 million, or $0.03 per diluted common share in the prior year period. On an adjusted basis, diluted earnings were $0.16 per share this quarter compared to $0.04 in the prior year period (1) Reconciliations of non-GAAP financial measures to the nearest GAAP measure are included in the Company’s financial tables beginning on Slide 16

Our Mission & Vision 4 2Q 2017 Financial Overview (Page 2 of 2)  Adjusted EBITDA1 was $37.0 million compared to $25.5 million in the prior year period  Consolidated backlog grew 3.2% year-over-year to $552.3 million  On May 2, 2017, the Company amended and extended its Existing Term Loan Facility. Benefits to NCI included the extension of the final maturity to June 24, 2022 and a 25 basis point reduction in the interest rate margin on LIBOR borrowings from 3.25% to 3.00% (LIBOR, not less than 1.00%.) (1) Reconciliations of non-GAAP financial measures to the nearest GAAP measure are included in the Company’s financial tables beginning on Slide 16

Our Mission & Vision 5  Manufacturing • In connection with its manufacturing cost rationalization plans, the Company completed the consolidation of a small plant in the Eastern U.S. into an existing facility  Commercial • Backlog in the Buildings segment at the end of the quarter increased 9.0% to $368.8 million, resulting in the highest April backlog since 2008 • The Buildings and Components legacy distribution channels continue to expand their product offerings, leveraging products from the other business lines and recognizing the following revenue growth • IMP sales increased 81% year-over-year • Door sales increased 84% year-over-year  Steel Costs • Steel costs continue to be elevated by trade cases and the current regulatory environment 2Q 2017 Operational Overview

Our Mission & Vision Steel Price Movements 2015 – 2017 6 [VALUE] [VALUE] 113.3 173.8 145.0 180.6 100 110 120 130 140 150 160 170 180 190 Nov-14 Feb-15 May-15 Aug-15 Nov-15 Feb-16 May-16 Aug-16 Nov-16 Feb-17 CRU Steel Price Index North America CRU FY 2015 FY 2016 YTD 2017 Apr-17 Source: CRU Group  The graph above shows the monthly CRU Index data for the North American Steel Price Index. The CRU North American Steel Price Index has been published by the CRU Group since 1994 and the Company believes this index appropriately depicts the volatility it has experienced in steel prices. The index is based on a CRU survey of industry participants of purchases for forward delivery, according to mill lead time, which will vary. For example, the January index would likely approximate the Company’s fiscal March steel purchase deliveries based on current lead-times and be representative of the steel costs that would be recognize in April. The volatility in this steel price index is comparable to the volatility the Company experiences in its average cost of steel.

Our Mission & Vision 2Q 2017 Financial Summary 7 (1) Reconciliations of non-GAAP financial measures to the nearest GAAP measure are included in the Company’s financial tables beginning on Slide 16 (Dollars in millions, except per share amounts) April 30, 2017 May 1, 2016 % Chg. April 30, 2017 May 1, 2016 % Chg. Sales 420.5$ 372.2$ 13.0% 812.2$ 742.3$ 9.4% Gross Profit 100.8$ 89.4$ 12.8% 184.8$ 179.1$ 3.2% Gross Profit Margin 24.0% 24.0% 0.0% 22.8% 24.1% -5.7% Income from Operations 32.5$ 10.6$ 206.5% 42.4$ 25.9$ 63.8% Net Income 17.0$ 2.4$ 601.4% 19.0$ 8.3$ 128.7% Diluted EPS 0.24$ 0.03$ 629.8% 0.27$ 0.11$ 140.5% Adjusted Operating Income 1 23.6$ 11.4$ 107.4% 36.1$ 28.1$ 28.5% Adjusted EBITDA 1 37.0$ 25.5$ 45.2% 63.1$ 54.6$ 15.7% Adjusted Diluted EPS 1 0.16$ 0.04$ 300.0% 0.21$ 0.11$ 90.9% Fiscal Three Months Ended Six Months Ended

Our Mission & Vision 8 2Q 2017 Revenues and Volumes – by Segment 2Q-'17 2Q-'16 % Chg. % Vol. Chg. 1 2Q-'17 2Q-'16 % Chg. % Vol. Chg. 1 2Q-'17 2Q-'16 % Chg. % Vol. Chg. 1 Third-Party 26.4$ 26.1$ 1.1% -6.0% Third-Party 239.6$ 211.7$ 13.2% 1.3% Third-Party 154.5$ 134.5$ 14.9% 13.6% Internal 36.9 29.0 27.0% 14.3% Internal 31.0 23.0 35.1% 30.8% Internal 8.2 3.6 128.9% 118.8% Total Sales 63.3$ 55.1$ 14.8% 3.5% Total Sales 270.6$ 234.6$ 15.3% 4.8% Total Sales 162.6$ 138.0$ 17.8% 17.9% Metal Coil Coating Metal Components Engineered Building Systems $- $10.0 $20.0 $30.0 $40.0 $50.0 $60.0 $70.0 2Q-'17 2Q-'16 Metal Coil Coating Third-Party Internal $- $50.0 $100.0 $150.0 $200.0 $250.0 $300.0 2Q-'17 2Q-'16 Metal Components Third-Party Internal $- $20.0 $40.0 $60.0 $80.0 $100.0 $120.0 $140.0 $160.0 $180.0 2Q-'17 2Q-'16 Engineered Building Systems Third-Party Internal Metal Coil Coating 6% Metal Components 57% Consolidated 3rd Party Revenue 2Q 2017 Metal Coil Coating 7% Metal Components 57% Consolidated 3rd Party Revenue 2Q 2016 (Dollars in millions) Engineered Building Systems 37% Engineered Building Systems 36% (1) Calculated as the year-over-year change in the tonnage volumes shipped

Our Mission & Vision 2Q 2017 Business Segment Results1 9 (Dollars in millions) $26.4 $239.6 $154.5 $420.5 $26.1 $211.7 $134.5 $372.2 Coatings Components Buildings Consolidated (1) Consolidated segments results do not include intersegment sales (2) Reconciliation of non-GAAP financial measures to the nearest GAAP measure are included in the Company’s financial tables beginning on Slide 16 Revenue $5.5 $40.1 $6.9 $32.5 $4.7 $17.8 $7.2 $10.6 Coatings Components Buildings Consolidated Operating Income Adjusted Operating Income2 $6.7 $37.6 $9.4 $37.0 $5.9 $24.9 $9.8 $25.5 Coatings Components Buildings Consolidated 2017 2016 Adjusted EBITDA2 $5.5 $30.8 $7.2 $23.6 $4.7 $18.5 $6.4 $11.4 Coatings Components Buildings Consolidated

Our Mission & Vision Gross Margin Reconciliation 10 Gross Margin 2Q 2016 24.0% Net impact of rising steel input costs (2.00%) Favorable product and segment mix 1.10% Process improvements – manufacturing and logistics 1.20% Prior year gain on sale of assets and asset recovery (0.20%) Other (0.10%) Gross Margin 2Q 2017 24.0%  For the quarter, gross profit was $100.8 million compared to $89.4 million in the prior year period  The favorable product and segment mix was predominately in the insulated metal panel sales Note: Point attributions in the above tables are approximate

Our Mission & Vision Key Cost Initiatives 11 $ in millions Original Target 1 2016 Cost Savings Realized Expected 2017 Cost Savings Manufacturing Consolidation $15.0 - $20.0 $6.0 $6.5 ESG&A Restructuring $15.0 - $20.0 $6.0 $3.5 Total $30.0 - $40.0 $12.0 $10.0  The Manufacturing cost initiative includes the continuing rationalization of manufacturing facilities and relocation of equipment and machinery • During the period, the Company consolidated a small sized plant in the Eastern U.S. into an existing facility  The ESG&A initiative includes the elimination of certain fixed and indirect costs through restructuring and consolidation  Both initiatives remain on target to achieve the expected 2017 cost savings (1) Key initiatives are anticipated to generate the target amount of savings by fiscal year-end 2018

Our Mission & Vision 12 Net Income: Net income increased to $17.0 million in 2Q from $2.4 million in the prior year’s second quarter Adjusted EBITDA1: (Dollars in millions) 2Q Net Income and Adjusted EBITDA (1) Reconciliations of non-GAAP financial measures to the nearest GAAP measure are included in the Company’s financial tables beginning on Slide 16 $25.5 $37.0 $2.1 $4.5 $5.9 $(1.0) $- $5.0 $10.0 $15.0 $20.0 $25.0 $30.0 $35.0 $40.0 Adjusted EBITDA 2Q 2016 Volume ESG&A Cost Reductions Product Mix and Margin Expansion Other Adjusted EBITDA 2Q 2017

Our Mission & Vision 2Q 2017 Cash Flow Summary 13 Cash and Restricted Cash, as of 2Q 2017 1Q 2017 4Q 2016 3Q 2016 Beginning balance $ 15,789 $ 65,403 $ 50,710 $ 77,916 Cash provided by (used in) operating activities 38,254 (31,878) 28,169 20,586 Cash (provide by) used in investing activities (4,483) (4,120) 4,054 (4,044) Cash used in financing activities 271 (13,702) (17,254) (43,547) Exchange rate effects (149) 86 (276) (201) Ending balance $ 49,682 $ 15,789 $ 65,403 $ 50,710  Refinancing • On May 2, 2017, the Company amended and extended its Existing Term Loan Facility. Benefits to NCI included the extension of the final maturity by three years to June 24, 2022 and 25 basis point reduction in the interest rate margin on LIBOR borrowings from 3.25% to 3.00% (LIBOR, not less than 1.00%) • As part of the refinancing, the Company agreed to a prepayment premium for a six month period. As a result of the timing of the refinancing and the prepayment penalty, the Company plans to delay any repayments of the Term Loan Facility until fiscal 2018  Stock Repurchase • During the quarter, the Company did not have any stock repurchase activity. As of the end of the quarter $39.9 million remains available for stock repurchases under the September 2016 program (Dollars in thousands)

Our Mission & Vision 2Q 2017 Results Compared to Guidance 14 $ in Millions Range Low High 2Q Actuals Revenues $400.0 $425.0 $420.5 Gross Profit Margin 22.5% 24.5% 24.0% ESG&A Expenses $72.5 $76.5 $75.1 Intangible Asset Amortization $2.3 $2.5 $2.4 Total Depreciation & Amortization (inclusive of Intangibles above) $10.0 $11.0 $10.1 Interest Expense $7.2 $7.5 $7.5 Effective Tax Rate 36.0% 38.0% 34.2%  Revenues increased with sales in higher margin products in IMP and the strength of the legacy Components segment  Gross profit margins were toward the higher end of the range as a result of the mix and volume in the IMP products and the legacy Components segment  The effective tax rate was favorably affected by intercompany foreign currency gains/losses and the utilization of the China tax asset valuation allowance

Our Mission & Vision 3Q, 4Q and FY 2017 Guidance 15 $ in million 3Q Range Low High Revenues $480.0 $505.0 Gross Profit Margin 24.00% 26.25% ESG&A Expenses $79.0 $83.0 Intangible Asset Amortization $2.3 $2.5 Total Depreciation & Amortization (inclusive of Intangible Asset Amortization above) $10.0 $11.0 Interest Expense $7.0 $7.4 Effective Tax Rate 34.00% 37.00% Adjusted EBITDA $48.0 $58.0  On a year-over-year basis, revenues are expected to grow approximately 6.8% to 11.0% during the third quarter based on current backlog and order rates  Guidance for ESG&A excludes the amortization of intangible assets, which is shown as a separate line item above  Total Depreciation & Amortization includes the intangible amortization and is reported on the Company’s Statements of Operations within Cost of Goods Sold, ESG&A Expense and Intangible Asset Amortization  Weighted average diluted common shares is expected to be 71.1 million for 3Q 2017  Total capital expenditures for fiscal 2017 are expected to be in the range of $25.0 million to $30.0 million  For the 4Q, revenues are expected to be in the range of $510 - $545 million and Adjusted EBITDA in the range of $69 – $79 million  Full year 2017 guidance is expected to reflect the normal quarterly patterns with the second half of fiscal 2017 expected to be stronger than the first half. Revenues are expected to be in the range of $1.80 - $1.86 billion and Adjusted EBITDA is expected to be in the range of $180 - $200 million

Our Mission & Vision Reconciliation of Net Income (Loss) and Adjusted Net Income (Loss) per Diluted Common Share 16 (Dollars in thousands, except per share amounts) April 30, May 1, April 30, May 1, 2017 2016 2017 2016 Net income per diluted common share, GAAP basis 0.24$ 0.03$ 0.86$ 0.46$ Restructuring and impairment charges 0.00 0.02 0.06 0.15 Strategic development and acquisition related costs 0.00 0.01 0.03 0.04 (Gain) on sale of assets 0.00 (0.01) 0.00 (0.02) (Gain) on insurance recovery (0.13) - (0.13) - Unreimbursed business interruption costs 0.00 - - - (Gain) from bargain purchase - - - (0.03) (Gain) on legal settlements - - - (0.05) Fair value adjustment of acquired inventory - - - 0.01 Amortization of short lived acquired intangibles - - - 0.08 Tax effect of applicable non-GAAP adjustments (2) 0.05 (0.01) 0.02 (0.08) Adjusted net income per diluted common share (1) 0.16$ 0.04$ 0.84$ 0.56$ April 30, May 1, April 30, May 1, 2017 2016 2017 2016 Net income applicable to common shares, GAAP basis 16,859$ 2,397$ 61,336$ 33,578$ Restructuring and impairment charges 315 1,149 4,172 11,020 Strategic development and acquisition related costs 124 579 1,890 3,104 Loss (gain) on sale of assets 137 (927) 147 (1,652) (Gain) on insurance recovery (9,601) - (9,601) - Unreimbursed business interruption costs 191 - 191 - (Gain) from bargain purchase - - - (1,864) (Gain) on legal settlements - - - (3,765) Fair value adjustment of acquired inventory - - - 1,000 Amortization of short lived acquired intangibles - - - 5,733 Tax effect of applicable non-GAAP adjustments (2) 3,445 (312) 1,248 (5,986) Adjusted net income applicable to common shares (1) 11,470$ 2,886$ 59,383$ 41,168$ 0.051063 0 (1) The Company discloses a tabular comparison of Adjusted net income per diluted common share and Adjusted net income applicable to common shares, 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 net income per diluted common share and Adjusted net income applicable to common shares should not be considered in isolation or as a substitute for net income per diluted common share and net income applicable to common shares as reported on the face of our consolidated statements of operations. (2) The Company calculated the tax effect of non-GAAP adjustments by applying the applicable statutory tax rate for the period to each applicable non-GAAP item. Fiscal Three Months Ended Trailing 12 Months Trailing 12 Months Fiscal Three Months Ended

Our Mission & Vision Reconciliation of 2Q 2017 Operating Income(Loss) to Adjusted Operating Income (Loss) by Segment 17 (Dollars in thousands) Trailing 12 Months Engineered Building Systems Metal Components Metal Coil Coating Corporate Consolidated Consolidated Operating income (loss), GAAP basis 6,894$ 40,087$ 5,514$ (20,023)$ 32,472$ 125,285$ Restructuring and impairment charges 186 129 - - 315 4,172 Strategic development and acquisition related costs - - - 124 124 1,890 (Gain) on insurance recovery - (9,601) - - (9,601) (9,601) Loss on sale of assets 137 - - - 137 137 Amortization of short lived acquired intangibles - - - - - 10 Unreimbursed business interruption costs - 191 - - 191 191 Adjusted operating income (loss) (1) 7,217$ 30,806$ 5,514$ (19,899)$ 23,638$ 122,084$ Trailing 12 Months Engineered Building Systems Metal Components Metal Coil Coating Corporate Consolidated Consolidated Operating income (loss), GAAP basis # 7,193$ 17,835$ 4,704$ (19,138)$ 10,594$ 81,730$ Restructuring and impairment charges 149 608 39 353 1,149 11,020 Strategic development and acquisition related costs - 28 - 551 579 3,104 Fair value adjustment of acquired inventory - - - - - 1,000 Gain o ale of assets (927) - - - (927) (5,417) Amortization of short lived acquired intangible - - - - - 5,677 Adjusted operating income (loss) (1) 6,415$ 18,471$ 4,743$ (18,234)$ 11,395$ 97,114$ (1) The Company discloses a tabular comparison of Adjusted operating income (loss), which is a non-GAAP measure, because it is instrumental in comparing the results from period to period. Adjusted operating income (loss) should not be considered in isolation or as a substitute for operating income (loss) as reported on the face of our statements of operations. Fiscal Three Months Ended April 30, 2017 Fiscal Three Months Ended May 1, 2016

Our Mission & Vision Reconciliation of 2Q 2017 Net Income (Loss) to Adjusted EBITDA by Segment 18 (Dollars in thousands) Trailing 12 Months Engineered Building Systems Metal Components Metal Coil Coating Corporate Consolidated Consolidated Net income (loss) 4,991$ 40,571$ 5,514$ (34,102)$ 16,974$ 61,729$ Add: Depreciation and amortization 2,285 6,414 1,155 208 10,062 40,789 Consolidated interest expense, net (9) (92) - 7,442 7,341 29,455 Provision for income taxes 1,787 - - 6,819 8,606 34,157 Restructuring and impairment charges 186 129 - - 315 4,172 (Gain) on insurance recovery - (9,601) - - (9,601) (9,601) (Gain) loss on sale of assets 137 - - - 137 147 Strategic development and acquisition related costs - - - 124 124 1,890 Unreimbursed business interruption costs - 191 - - 191 191 Share-based compensation - - - 2,820 2,820 11,704 Adjusted EBITDA (1) 9,377$ 37,612$ 6,669$ (16,689)$ 36,969$ 174,633$ -$ Trailing 12 Months Engineered Building Systems Metal Components Metal Coil Coating Corporate Consolidated Consolidated Net income (loss) 7,013$ 17,457$ 4,687$ (26,737)$ 2,420$ 33,939$ Add: Depreciation and amortization 2,436 6,853 1,146 330 10,765 49,407 Consolidated interest expense, net (48) 2 17 7,821 7,792 31,767 Provision (benefit) for income taxes 1,166 0 - 43 1,209 17,211 Restructuring and impairment charges 149 608 39 353 1,149 10,774 (Gain) on sale of assets (927) - - - (927) (3,516) Strategic development and acquisition related costs 0 28 - 551 579 3,104 (Gain) on legal settlements - - - - - (3,765) Fair value adjustment of acquired inventory - - - - - 1,000 Share-based compensation - - - 2,468 2,468 9,295 Adjusted EBITDA (1) 9,789$ 24,948$ 5,889$ (15,171)$ 25,455$ 149,216$ (1) - 1 1 - (1) The Company's Credit Agreement defines Adjusted EBITDA. Adjusted EBITDA excludes non-cash charges for goodwill and other asset impairments and stock compensation as well as certain special charges. As such, the historical information is presented in accordance with the definition above. Concurrent with the amendment and restatement of the Term Loan facility, the Company entered into an Asset-Based Lending facility which has substantially the same definition of Adjusted EBITDA except that the ABL facility caps certain non-recurring charges. The Company is disclosing Adjusted EBITDA, which is a non-GAAP measure, because it is used by management and provided to investors to provide comparability of underlying operational results. Fiscal Three Months Ended April 30, 2017 Fiscal Three Months Ended May 1, 2016

Our Mission & Vision K. DARCEY MATTHEWS Vice President, Investor Relations E: darcey.matthews@ncigroup.com 281.897.7785 ncibuildingsystems.com