8-K

NITED 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): December 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 December 6, 2017, NCI issued a press release (the “Press Release”) announcing NCI’s financial results for the fourth fiscal quarter and fiscal year ended October 29, 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 fourth fiscal quarter and fiscal year ended October 29, 2017 and forward-looking statements relating to the first fiscal quarter ending January 28, 2018 (the “Supplemental Presentation”). The Supplemental Presentation will be posted on the company’s website, www.ncibuildingsystems.com, on December 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 from bargain purchase, gain (loss) on sale of assets and asset recovery, goodwill impairment, 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, gain (loss) on sale of assets and asset recovery, goodwill impairment, 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, goodwill impairment, 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 December 6, 2017
99.2	Supplemental Presentation dated December 6, 2017

SIGNATURE

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: December 6, 2017

EX-99.1

Exhibit 99.1

NEWS RELEASE

NCI Building Systems Reports

Fourth Quarter and 2017 Fiscal Year End Results

HOUSTON, December 6, 2017 – NCI Building Systems, Inc. (NYSE: NCS) (“NCI” or the “Company”) today reported financial results for the fourth fiscal quarter and fiscal year ended October 29, 2017.

Fourth Quarter 2017 Financial and Operational Highlights:

• Sales rose 1.8% to $488.7 million for the quarter, compared to $480.3 million in the prior year’s fourth quarter

• Gross profit for the quarter was $116.3 million or 23.8% of revenues, compared to $120.8 million or 25.2% of revenues in the prior year’s fourth quarter

• Net income was $17.5 million for the quarter, compared to $19.0 million in last year’s fourth quarter. Adjusted Net Income was $22.3 million this quarter, compared to $19.8 million in the prior year’s fourth quarter

• Net income per diluted common share for the quarter was $0.25, compared to $0.27 in the prior year’s fourth quarter. Adjusted Net Income was $0.32 per diluted common share, compared to $0.28 in the prior year’s fourth quarter

• Adjusted EBITDA was $53.9 million or 11.0% of revenues for the quarter, compared to Adjusted EBITDA of $53.7 million or 11.2% of revenues in the prior year’s fourth quarter.

• Repurchased over 2.6 million shares at an average purchase price of $14.73 per share using $37.6 million. For fiscal 2017, the Company repurchased 2.8 million shares at an average purchase price of $14.68

• Total consolidated backlog increased to $545.6 million, up 5.8% year-over-year

• For the period, the Company estimated the hurricanes negatively impacted sales by approximately $16.0 million, gross profit by approximately $8.3 million and Adjusted EBITDA by approximately $8.5 million

“While 2017 was a demanding year and in spite of the overall challenges, we finished the year on a strong note in terms of bookings and shipments,” said Donald R. Riley, President and Chief Executive Officer. “In closing out the year, we achieved many goals critical to realizing our long-term vision for NCI. We completed the rationalization of our manufacturing footprint, met our cost reduction initiative goals a year ahead of schedule, resulting in a combined annual savings of $31.9 million, and produced record double digit growth in our Insulated Metal Panels business.

As we look towards fiscal 2018, we are excited and optimistic about our opportunities to continue driving NCI forward. The next phase of the Company’s evolution will be focused on implementing continuous improvement processes throughout the entire company with an emphasis on customer service and efficiency, expanding our sales through further product adjacencies, incorporating advanced automation across our manufacturing facilities and taking additional costs out of the business. We believe these efforts will position us to realize our long range goals,” concluded Riley.

Fourth Quarter 2017 Results

Fourth quarter 2017 sales increased to $488.7 million, up 1.8% from $480.3 million in last year's fourth quarter, primarily due to continued commercial discipline in the pass-through of higher material costs. On a year-over-year basis, tonnage volumes were significantly lower in the Buildings segment resulting from the impact of hurricane related disruptions, customers access to job sites and transportation delays. The Company estimated the hurricanes reduced sales by approximately $16.0 million for the quarter.

Gross profit was $116.3 million this quarter, down from $120.8 million in the fourth quarter of 2016 and gross profit margins were 23.8% for the this year’s fourth quarter compared to 25.2% in the fourth quarter of 2016. Gross margins in the fourth quarter of the year declined primarily as a result of lower volumes in the Buildings segment, uneven production flow and increased transportation costs. The Company estimated the hurricanes impacted gross profits by approximately $8.3 million for the quarter.

Engineering, selling, general and administrative (“ESG&A”) expenses were $72.7 million for the quarter, compared to $77.6 million in the fourth quarter of 2016. As a percentage of revenues, ESG&A expenses decreased approximately 130 basis points to 14.9% in the 2017 fourth quarter compared to 16.2% in the prior year’s fourth quarter, primarily driven by the Company’s cost reduction initiatives, integration activities and lower incentive compensation costs.

Operating income for the quarter was $33.3 million, compared to $39.4 million in the prior year’s fourth quarter. Adjusted Operating Income, a non-GAAP measure which excludes certain identified items, was $41.3 million in the current quarter, compared to $40.9 million in the fourth quarter of 2016. The Company estimated the hurricanes impacted Adjusted Operating Income by approximately $8.5 million for the quarter.

Net income applicable to common shares in the quarter was $17.4 million, or $0.25 per diluted common share, compared to $19.0 million, or $0.27 per diluted common share in the prior year’s fourth quarter. Net income was impacted by the following special items: $6.0 million non-cash goodwill impairment charge related to the coil coating operations of CENTRIA, $1.1 million of restructuring charges predominately attributable to severance costs, $0.6 million for asset impairments and $0.2 million of strategic development and acquisition related costs, partially offset by $3.1 million from the associated tax effect of these items. Excluding the impact of these special items, the Company reported Adjusted Net Income, a non-GAAP measure, of $22.3 million, or $0.32 per diluted common share, compared to $19.8 million, or $0.28 per diluted common share, in the fourth 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 $53.9 million this quarter, compared to $53.7 million in the prior year’s fourth quarter. The Company estimated that the fourth quarter of fiscal 2017 was impacted by $8.5 million as a result of job site disruptions, uneven production flow and increased transportation costs related to the various hurricanes during the period.

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 fourth quarter were $65.7 million, compared to $65.4 million at the end of the fourth quarter of fiscal 2016. Cash and cash equivalents increased sequentially from $45.9 million at the end of the third quarter of fiscal 2017 as a result of strong operating cash flow offset by $37.6 million of share repurchases during the period. NCI’s net debt leverage ratio (net debt/EBITDA) at the end of the fourth quarter was 2.0x. In addition, the Company’s $150.0 million ABL facility remained undrawn as of October 29, 2017.

Fourth Quarter 2017 Segment Performance

Third party sales in the Buildings segment were $178.2 million in the fourth quarter compared to $196.6 million in the prior year period, as a result of significantly lower volumes during the period, largely driven by hurricane related disruptions. Operating income decreased to $13.0 million this quarter, compared to $22.8 million in the fourth quarter of 2016. Adjusted Operating Income decreased to $13.7 million in the current quarter, compared to $23.1 million in the fourth quarter of fiscal 2016. The year-over-year decrease in the Building segment’s operating margins relates largely to lower plant utilization driven by lower volumes during the period, uneven production flow and increased transportation costs. The hurricanes had a disproportionate effect on the Buildings segment due to the larger transaction size and longer lead times from order to delivery.

The Components segment generated $281.3 million in third party sales during the quarter, an increase of 10.3% from $255.1 million in the fourth quarter of fiscal 2016, led by growth in the insulated panel product lines, as well as commercial pricing discipline and higher volumes across the segment. Operating income was $32.8 million for the quarter compared to $31.1 million in the fourth quarter of 2016. Adjusted Operating Income was $39.7 million, compared to $31.6 million in the fourth quarter of fiscal 2016. The Components segment’s profitability was improved by higher volumes and capacity utilization across the legacy single skin product lines and a strong product mix in insulated panel sales.

Third party sales in the Coatings segment were $29.2 million, compared to $28.6 million in the fourth quarter of fiscal 2016. Operating income was $6.6 million for the quarter, compared to $7.0 million in the fourth quarter of 2016. Operating margins in the Coatings group were impacted by lower third party volumes offset by improved commercial discipline and higher internal volumes.

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, the 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 2.0% to 4.0% for low-rise new construction starts for the Company’s addressable market in fiscal 2018.

Internal bookings and quoting activity indicates a continuation of low single digit growth as compared to the prior year. Offices and banks, educational and governmental end-markets have shown positive year-over-year growth. In NCI’s geographic markets South Atlantic, New England and East North Central regions showed the strongest growth year-over-year.

Cost Initiatives and Guidance

The Company’s two cost savings initiatives in manufacturing and ESG&A were ahead of schedule at the end of the fourth quarter. The Company is targeting an additional $40 - $50 million in cost savings reductions and efficiencies by the end of 2020.

For the first quarter of fiscal 2018, NCI expects revenues to be in the range of $390 to $410 million and Adjusted EBITDA to be in the range of $24 to $34 million.

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. fourth quarter 2017 conference call is scheduled for Thursday, December 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 13673308# when prompted. The taped replay will be available two hours after the call through December 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 nonresidential low-rise construction starts in fiscal 2018 and our financial outlook and guidance, including our first quarter fiscal 2018 forecasted revenues and Adjusted EBITDA, long term targets with respect to cost savings 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; 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 or refinance 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 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; effect on the price of the Company's common stock of 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 29, 2017, and other risks described in documents subsequently filed by the Company from time to time with the SEC, which identify 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 Year Ended
	October 29, 2017			October 30, 2016			October 29, 2017			October 30, 2016
Sales	$	488,726		$	480,314		$	1,770,278		$	1,684,928
Cost of sales	372,421			359,403			1,354,077			1,258,680
Loss (gain) on sale of assets and asset recovery	—			62			137			(1,642		)
Gross profit	116,305			120,849			416,064			427,890
	23.8		%	25.2		%	23.5		%	25.4		%
Engineering, selling, general and administrative expenses	72,671			77,640			293,145			302,551
Intangible asset amortization	2,405			2,412			9,620			9,638
Goodwill impairment	6,000			—			6,000			—
Strategic development and acquisition related costs	193			590			1,971			2,670
Restructuring and impairment charges	1,710			815			5,297			4,252
Gain on insurance recovery	—			—			(9,749		)	—
Income from operations	33,326			39,392			109,780			108,779
Interest income	74			11			238			146
Interest expense	(7,161		)	(7,559		)	(28,899		)	(31,019		)
Foreign exchange (loss) gain	(488		)	(312		)	547			(1,401		)
Gain from bargain purchase	—			—			—			1,864
Other income, net	427			118			1,472			595
Income before income taxes	26,178			31,650			83,138			78,964
Provision for income taxes	8,688			12,649			28,414			27,937
	33.2		%	40.0		%	34.2		%	35.4		%
Net income	$	17,490		$	19,001		$	54,724		$	51,027
Net income allocated to participating securities	(78		)	(105		)	(325		)	(389		)
Net income applicable to common shares	$	17,412		$	18,896		$	54,399		$	50,638
Income per common share:
Basic	$	0.25		$	0.27		$	0.77		$	0.70
Diluted	$	0.25		$	0.27		$	0.77		$	0.70
Weighted average number of common shares outstanding:
Basic	69,629			70,845			70,629			72,411
Diluted	69,741			71,020			70,778			72,857
Increase in sales	1.8		%	4.5		%	5.1		%	7.8		%
Engineering, selling, general and administrative expenses percentage	14.9		%	16.2		%	16.6		%	18.0		%

NCI BUILDING SYSTEMS, INC.

CONSOLIDATED BALANCE SHEETS

(In thousands)

(Unaudited)

	October 29, 2017			October 30, 2016
ASSETS
Cash and cash equivalents	$	65,658		$	65,403
Restricted cash	136			310
Accounts receivable, net	199,897			182,258
Inventories, net	198,296			186,824
Income taxes receivable	3,617			982
Deferred income taxes	22,605			29,104
Investments in debt and equity securities, at market	6,481			5,748
Prepaid expenses and other	33,086			29,971
Assets held for sale	5,582			4,256
Total current assets	535,358			504,856
Property, plant and equipment, net	226,995			242,212
Goodwill	148,291			154,271
Intangible assets, net	137,148			146,769
Other assets, net	1,875			2,092
Total assets	$	1,049,667		$	1,050,200
LIABILITIES AND STOCKHOLDERS’ EQUITY
Note payable	$	440		$	460
Accounts payable	147,772			142,913
Accrued compensation and benefits	58,408			72,612
Accrued interest	6,414			7,165
Other accrued expenses	103,253			103,384
Total current liabilities	316,287			326,534
Long-term debt, net of deferred financing costs of $6,857 and $8,096	387,290			396,051
Deferred income taxes	23,396			24,804
Other long-term liabilities	18,953			21,494
Total long-term liabilities	429,639			442,349
Common stock	687			715
Additional paid-in capital	562,277			603,120
Accumulated deficit	(248,046		)	(302,706		)
Accumulated other comprehensive loss, net	(9,037		)	(10,553		)
Treasury stock, at cost	(2,140		)	(9,259		)
Total stockholders’ equity	303,741			281,317
Total liabilities and stockholders’ equity	$	1,049,667		$	1,050,200

NCI BUILDING SYSTEMS, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

(Unaudited)

	Fiscal Year Ended
	October 29, 2017			October 30, 2016
Cash flows from operating activities:
Net income	$	54,724		$	51,027
Adjustments to reconcile net income to net cash from operating activities:
Depreciation and amortization	41,318			41,924
Amortization of deferred financing costs	1,819			1,908
Share-based compensation expense	10,230			10,892
Losses (gains) on assets, net	1,371			(2,673		)
Goodwill impairment	6,000			—
Gain on insurance recovery	(9,749		)	—
Provision for doubtful accounts	1,948			1,343
Provision for deferred income taxes	866			1,318
Excess tax (benefits) shortfalls from share-based compensation arrangements	(1,515		)	289
Changes in operating assets and liabilities, net of effect of acquisitions:
Accounts receivable	(19,582		)	(18,141		)
Inventories	(11,473		)	(29,054		)
Income taxes	(2,637		)	(1,953		)
Prepaid expenses and other	(3,293		)	671
Accounts payable	4,858			(1,598		)
Accrued expenses	(11,299		)	12,656
Other, net	(1,227		)	159
Net cash provided by operating activities	62,359			68,768
Cash flows from investing activities:
Acquisitions, net of cash acquired	—			(4,343		)
Capital expenditures	(22,074		)	(21,024		)
Proceeds from sale of property, plant and equipment	3,197			5,417
Proceeds from insurance	8,593			10,000
Net cash used in investing activities	(10,284		)	(9,950		)
Cash flows from financing activities:
Refund of restricted cash	173			370
Proceeds from stock options exercised	1,651			12,612
Excess tax benefits (shortfalls) from share-based compensation arrangements	1,515			(289		)
Proceeds from Amended ABL facility	35,000			—
Payments on Amended ABL facility	(35,000		)	—
Payments on term loan	(10,180		)	(40,000		)
Payments on note payable	(1,570		)	(1,430		)
Purchases of treasury stock	(43,603		)	(64,015		)
Net cash used in financing activities	(52,014		)	(92,752		)
Effect of exchange rate changes on cash and cash equivalents	194			(325		)
Net increase (decrease) in cash and cash equivalents	255			(34,259		)
Cash and cash equivalents at beginning of period	65,403			99,662
Cash and cash equivalents at end of period	$	65,658		$	65,403

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 Year Ended
	October 29, 2017			October 30, 2016			October 29, 2017			October 30, 2016
Net income per diluted common share, GAAP basis	$	0.25		$	0.27		$	0.77		$	0.70
Goodwill impairment	0.09			—			0.08			—
Restructuring and impairment charges	0.02			0.01			0.07			0.06
Strategic development and acquisition related costs	0.00			0.01			0.03			0.04
(Gain) on insurance recovery	—			—			(0.14		)	—
Unreimbursed business interruption costs	0.00			—			0.01			—
Other losses (gains), net	—			0.00			0.00			(0.06		)
Tax effect of applicable non-GAAP adjustments(1)	(0.04		)	(0.01		)	(0.02		)	(0.03		)
Adjusted net income per diluted common share(2)	$	0.32		$	0.28		$	0.80		$	0.71

	Fiscal Three Months Ended						Fiscal Year Ended
	October 29, 2017			October 30, 2016			October 29, 2017			October 30, 2016
Net income applicable to common shares, GAAP basis	$	17,412		$	18,896		$	54,399		$	50,638
Goodwill impairment	6,000			—			6,000			—
Restructuring and impairment charges	1,710			815			5,297			4,252
Strategic development and acquisition related costs	193			590			1,971			2,670
(Gain) on insurance recovery	—			—			(9,749		)	—
Unreimbursed business interruption costs	28			—			454			—
Other losses (gains), net	—			62			137			(3,506		)
Tax effect of applicable non-GAAP adjustments(1)	(3,093		)	(572		)	(1,603		)	(2,059		)
Adjusted net income applicable to common shares(2)	$	22,250		$	19,791		$	56,906		$	51,995

(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				$			%
	October 29, 2017				October 30, 2016				Inc/(Dec)			Change
				% of Total Sales				% of Total Sales
Sales:
Engineered building systems	$	188,183		32	$	204,208		36	$	(16,025	)	-7.8	%
Metal components	316,716			55	292,430			52	24,286			8.3	%
Metal coil coating	73,007			13	69,283			12	3,724			5.4	%
Total sales	577,906			100	565,921			100	11,985			2.1	%
Less: Intersegment sales	89,180			15	85,607			15	3,573			4.2	%
Total net sales	$	488,726		85	$	480,314		85	$	8,412		1.8	%
				% of Sales				% of Sales
Operating income (loss):
Engineered building systems	$	13,043		7	$	22,830		11	$	(9,787	)	-42.9	%
Metal components	32,818			10	31,059			11	1,759			5.7	%
Metal coil coating	6,615			9	7,018			10	(403		)	-5.7	%
Corporate	(19,150		)	—	(21,515		)	—	2,365			11.0	%
Total operating income	$	33,326		7	$	39,392		8	$	(6,066	)	-15.4	%
				% of Sales				% of Sales
Adjusted operating income (loss)(1):
Engineered building systems	$	13,738		7	$	23,103		11	$	(9,365	)	-40.5	%
Metal components	39,689			13	31,565			11	8,124			25.7	%
Metal coil coating	6,615			9	7,018			10	(403		)	-5.7	%
Corporate	(18,785		)	—	(20,827		)	—	2,042			9.8	%
Total adjusted operating income	$	41,257		8	$	40,859		9	$	398		1.0	%

(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) below.

NCI Building Systems, Inc.

Business Segments

(In thousands)

(Unaudited)

	Fiscal Year Ended				Fiscal Year Ended				$			%
	October 29, 2017				October 30, 2016				Inc/(Dec)			Change
				% of Total Sales				% of Total Sales
Sales:
Engineered building systems	$	693,980		33	$	672,235		34	$	21,745		3.2	%
Metal components	1,129,816			54	1,044,040			53	85,776			8.2	%
Metal coil coating	271,085			13	247,736			13	23,349			9.4	%
Total sales	2,094,881			100	1,964,011			100	130,870			6.7	%
Less: Intersegment sales	324,603			15	279,083			14	45,520			16.3	%
Total net sales	$	1,770,278		85	$	1,684,928		86	$	85,350		5.1	%
				% of Sales				% of Sales
Operating income (loss):
Engineered building systems	$	41,388		6	$	62,046		9	$	(20,658	)	-33.3	%
Metal components	124,224			11	102,495			10	21,729			21.2	%
Metal coil coating	23,935			9	25,289			10	(1,354		)	-5.4	%
Corporate	(79,767		)	—	(81,051		)	—	1,284			1.6	%
Total operating income	$	109,780		6	$	108,779		6	$	1,001		0.9	%
				% of Sales				% of Sales
Adjusted operating income (loss)(1):
Engineered building systems	$	45,257		7	$	61,370		9	$	(16,113	)	-26.3	%
Metal components	122,273			11	104,559			10	17,714			16.9	%
Metal coil coating	23,935			9	25,328			10	(1,393		)	-5.5	%
Corporate	(77,575		)	—	(77,198		)	—	(377		)	-0.5	%
Total adjusted operating income	$	113,890		6	$	114,059		7	$	(169	)	-0.1	%

(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) below.

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 OCTOBER 29, 2017 AND OCTOBER 30, 2016

(In thousands)

(Unaudited)

	Fiscal Three Months Ended October 29, 2017
	Engineered Building Systems		Metal Components		Metal Coil Coating		Corporate			Consolidated
Operating income (loss), GAAP basis	$	13,043	$	32,818	$	6,615	$	(19,150	)	$	33,326
Goodwill impairment	—		6,000		—		—			6,000
Restructuring and impairment charges	695		753		—		262			1,710
Strategic development and acquisition related costs	—		90		—		103			193
Unreimbursed business interruption costs	—		28		—		—			28
Adjusted operating income (loss)(1)	$	13,738	$	39,689	$	6,615	$	(18,785	)	$	41,257

	Fiscal Three Months Ended October 30, 2016
	Engineered Building Systems		Metal Components		Metal Coil Coating		Corporate			Consolidated
Operating income (loss), GAAP basis	$	22,830	$	31,059	$	7,018	$	(21,515	)	$	39,392
Restructuring and impairment charges	211		506		—		98			815
Strategic development and acquisition related costs	—		—		—		590			590
Loss on sale of assets and asset recovery	62		—		—		—			62
Adjusted operating income (loss)(1)	$	23,103	$	31,565	$	7,018	$	(20,827	)	$	40,859

(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 YEAR ENDED OCTOBER 29, 2017 AND OCTOBER 30, 2016

(In thousands)

(Unaudited)

	Fiscal Year Ended October 29, 2017
	Engineered Building Systems		Metal Components			Metal Coil Coating		Corporate			Consolidated
Operating income (loss), GAAP basis	$	41,388	$	124,224		$	23,935	$	(79,767	)	$	109,780
Goodwill impairment	—		6,000			—		—			6,000
Restructuring and impairment charges	3,732		1,254			—		311			5,297
Strategic development and acquisition related costs	—		90			—		1,881			1,971
Loss on sale of assets and asset recovery	137		—			—		—			137
(Gain) on insurance recovery	—		(9,749		)	—		—			(9,749		)
Unreimbursed business interruption costs	—		454			—		—			454
Adjusted operating income (loss)(1)	$	45,257	$	122,273		$	23,935	$	(77,575	)	$	113,890

	Fiscal Year Ended October 30, 2016
	Engineered Building Systems			Metal Components		Metal Coil Coating		Corporate			Consolidated
Operating income (loss), GAAP basis	$	62,046		$	102,495	$	25,289	$	(81,051	)	$	108,779
Restructuring and impairment charges	966			1,661		39		1,586			4,252
Strategic development and acquisition related costs	—			403		—		2,267			2,670
(Gain) on sale of assets and asset recovery	(1,642		)	—		—		—			(1,642		)
Adjusted operating income (loss)(1)	$	61,370		$	104,559	$	25,328	$	(77,198	)	$	114,059

(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)

	1st Quarter  January 29, 2017		2nd Quarter  April 30, 2017			3rd Quarter  July 30, 2017			4th Quarter  October 29, 2017		Fiscal Year Ended October 29,  2017
Net income	$	2,039	$	16,974		$	18,221		$	17,490	$	54,724
Depreciation and amortization	10,315		10,062			10,278			10,663		41,318
Consolidated interest expense, net	6,881		7,341			7,353			7,086		28,661
Provision for income taxes	1,275		8,606			9,845			8,688		28,414
Restructuring and impairment charges	2,264		315			1,009			1,709		5,297
Strategic development and acquisition related costs	357		124			1,297			193		1,971
Share-based compensation	3,042		2,820			2,284			2,084		10,230
Goodwill impairment	—		—			—			6,000		6,000
Loss on sale of assets and asset recovery	—		137			—			—		137
(Gain) on insurance recovery	—		(9,601		)	(148		)	—		(9,749		)
Unreimbursed business interruption costs	—		191			235			28		454
Adjusted EBITDA(1)	$	26,173	$	36,969		$	50,374		$	53,941	$	167,457

	1st Quarter  January 31, 2016			2nd Quarter  May 1, 2016			3rd Quarter  July 31, 2016			4th Quarter  October 30, 2016		Fiscal Year Ended October 30,  2016
Net income	$	5,892		$	2,420		$	23,715		$	19,001	$	51,028
Depreciation and amortization	10,747			10,765			10,595			9,817		41,924
Consolidated interest expense, net	7,847			7,792			7,685			7,548		30,872
Provision for income taxes	2,453			1,209			11,627			12,649		27,938
Restructuring and impairment charges	1,510			1,149			778			815		4,252
(Gain) from bargain purchase	(1,864		)	—			—			—		(1,864		)
Strategic development and acquisition related costs	681			579			819			590		2,669
Share-based compensation	2,582			2,468			2,661			3,181		10,892
(Gain) loss on sale of assets and asset recovery	(725		)	(927		)	(52		)	62		(1,642		)
Adjusted EBITDA(1)	$	29,123		$	25,455		$	57,828		$	53,663	$	166,069

(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 4th Qtr 2017			Fiscal 4th Qtr 2016			$ Inc/(Dec)			% Change
Engineered Building Systems
Total Sales	$	188,183	32%	$	204,208	36%	$	(16,025	)	-7.8	%
Less: Intersegment sales	9,961			7,612			2,349			30.9	%
Third Party Sales	$	178,222	36%	$	196,596	41%	$	(18,374	)	-9.3	%
Operating Income	$	13,043	7%	$	22,830	12%	$	(9,787	)	-42.9	%
Metal Components
Total Sales	$	316,716	55%	$	292,430	52%	$	24,286		8.3	%
Less: Intersegment sales	35,458			37,324			(1,866		)	-5.0	%
Third Party Sales	$	281,258	58%	$	255,106	53%	$	26,152		10.3	%
Operating Income	$	32,818	12%	$	31,059	12%	$	1,759		5.7	%
Metal Coil Coating
Total Sales	$	73,007	13%	$	69,283	12%	$	3,724		5.4	%
Less: Intersegment sales	43,761			40,671			3,090			7.6	%
Third Party Sales	$	29,246	6%	$	28,612	6%	$	634		2.2	%
Operating Income	$	6,615	23%	$	7,018	25%	$	(403	)	-5.7	%
Consolidated
Total Sales	$	577,906	100%	$	565,921	100%	$	11,985		2.1	%
Less: Intersegment	89,180			85,607			3,573			4.2	%
Third Party Sales	$	488,726	100%	$	480,314	100%	$	8,412		1.8	%
Operating Income	$	33,326	7%	$	39,392	8%	$	(6,066	)	-15.4	%
	Fiscal YTD 4th Qtr 2017			Fiscal YTD 4th Qtr 2016			$ Inc/(Dec)			% Change
Engineered Building Systems
Total Sales	$	693,980	33%	$	672,235	34%	$	21,745		3.2	%
Less: Intersegment sales	34,117			19,764			14,353			72.6	%
Third Party Sales	$	659,863	37%	$	652,471	39%	$	7,392		1.1	%
Operating Income	$	41,388	6%	$	62,046	10%	$	(20,658	)	-33.3	%
Metal Components
Total Sales	$	1,129,816	54%	$	1,044,040	53%	$	85,776		8.2	%
Less: Intersegment sales	131,537			118,177			13,360			11.3	%
Third Party Sales	$	998,279	57%	$	925,863	55%	$	72,416		7.8	%
Operating Income	$	124,224	12%	$	102,495	11%	$	21,729		21.2	%
Metal Coil Coating
Total Sales	$	271,085	13%	$	247,736	13%	$	23,349		9.4	%
Less: Intersegment sales	158,949			141,142			17,807			12.6	%
Third Party Sales	$	112,136	6%	$	106,594	6%	$	5,542		5.2	%
Operating Income	$	23,935	21%	$	25,289	24%	$	(1,354	)	-5.4	%
Consolidated
Total Sales	$	2,094,881	100%	$	1,964,011	100%	$	130,870		6.7	%
Less: Intersegment	324,603			279,083			45,520			16.3	%
Third Party Sales	$	1,770,278	100%	$	1,684,928	100%	$	85,350		5.1	%
Operating Income	$	109,780	6%	$	108,779	6%	$	1,001		0.9	%

EX-99.2

Our Mission & Vision Q4 and Full Year 2017 Supplemental Presentation December 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 first quarter of fiscal 2018 and longer-term cost savings initiatives and efficiencies 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 29, 2017, and other risks described in documents subsequently filed by the Company from time to time with the SEC, which identify 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 4Q 2017 Financial Overview (Page 1 of 2) 3  Sales were $488.7 million, an increase of $8.4 million or 1.8% from $480.3 million in the prior year’s fourth quarter • Revenues for the quarter benefited from commercial pricing discipline in the pass-through of higher material costs • Year-over-year, tonnage volumes were significantly lower in the Buildings segment, largely resulting from the impact of hurricane related disruptions, customers access to job sites and transportation delays  Gross profit margins for the period were 23.8%, compared to 25.2% in the prior year’s period • Compared to the year ago period, margins were impacted by hurricane disruptions and declined by 140 basis points as a result of lower volumes in the Buildings segment, uneven production flow and increased transportation costs  ESG&A Costs decreased to $72.7 million (14.9% of sales) from $77.6 million (16.2% of sales) aided by ongoing cost reduction programs, integration activities and lower incentive compensation costs  Operating income was $33.3 million, down from $39.4 million in the prior year period

Our Mission & Vision 4 4Q 2017 Financial Overview (Page 2 of 2)  Adjusted Operating Income(1) was $41.3 million, up from $40.9 million  Net income applicable to common shares was $17.4 million, or $0.25 per diluted common share this quarter compared to $18.9 million, or $0.27 per diluted common share in the fourth quarter of fiscal 2016. On an adjusted basis(1), diluted earnings were $0.32 per share this quarter compared to $0.28 in the prior year period  Adjusted EBITDA (1) was $53.9 million compared to $53.7 million in the prior year period  Consolidated backlog grew 5.8% year-over-year to $545.6 million  The Company estimated that the hurricanes impacted revenues by approximately $16.0 million, gross profits by $8.3 million and Adjusted EBITDA by $8.5 million during the period (1) Reconciliations of non-GAAP financial measures to the nearest GAAP measure are included in the Company’s financial tables beginning on Slide 19

Our Mission & Vision Full Year 2017 Financial Overview 5  Sales were $1.77 billion, an increase of $85.4 million or 5.1% from $1.68 billion a year ago • External tonnage volumes decreased 1.8% year-over-year, with lower volumes effecting the Buildings segment in particular  Gross profits declined on a year-over-year basis to $416.1 million from $427.9 million a year ago • Gross profit margins declined by 190 basis points from 23.5% in the comparable prior year period to 25.4%  Operating income was $109.8 million compared to $108.8 million in the prior year period. • Adjusted for special items, operating income was $113.9 million compared to $114.1 million in the prior year period(1)  Net income applicable to common shares increased 7.4% to $54.4 million, or $0.77 per diluted common share compared to $50.6 million, or $ 0.70 per diluted common share in the prior year period  Adjusted EBITDA(1) grew 0.8% to $167.5 million from $166.1 million 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 19

Our Mission & Vision 6  Commercial • Backlog in the Buildings segment at the end of the quarter increased 8.0% to $360.1 million • 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 o IMP intersegment sales increased 16% year-over-year o Door intersegment sales increased 33% year-over-year  Steel Costs • Steel costs continue to be elevated by various trade cases and the current regulatory environment • In the months preceding the fourth quarter and leading into fiscal 2018, steel costs have shown less dramatic increases, as compared to the year ago period • Slower activity, partially driven by the hurricanes, negatively impacted the flow through of higher priced inventory layers into the fourth quarter 4Q 2017 Operational Overview

Our Mission & Vision 4Q 2017 Segment Overview (1) 7  Engineered Building Systems • Revenue declined to $188.2 million from $204.2 million in the prior year period, resulting from significantly lower volumes largely driven by the hurricane related disruptions • Operating margin declines relate to lower plant utilization and uneven production flow combined with increased transportation costs  Metal Components • Revenue grew 8.3% to $316.7 million primarily resulting from continued growth in insulated metal panels (“IMP”) and overhead doors through internal distribution channels • During the quarter, IMP represented approximately 26% of Consolidated Revenues and 44% of Consolidated Adjusted EBITDA • Legacy components volumes rebounded from a weak third quarter and drove better manufacturing capacity utilization  Metal Coil Coating • Revenues increased 5.4% to $73.0 million as a result of higher volumes for internal customers • Margins were compressed as a result of changing business mix and increases in the IMP coating requirements that drove shorter productions runs at the coating facilities (1) Segment revenue includes intersegment sales

Our Mission & Vision 173.9 135.3 113.3 173.8 145.0 180.6 167.2 172.3 170.3 100 110 120 130 140 150 160 170 180 190 Nov-14 Feb-15 May-15 Aug-15 Nov-15 Feb-16 May-16 Aug-16 Nov-16 Feb-17 May-17 Aug-17 Nov-17 Steel Price (CRU North American Index) CRU Steel Price Movements 2015 – 2017 8 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 March steel purchase deliveries based on current lead-times and be representative of the steel costs that would be recognized in April. The volatility in this steel price index is comparable to the volatility the Company experiences in its average cost of steel. FY 2015 FY 2016 FY 2017

Our Mission & Vision 4Q 2017 Financial Summary 9 (1) Reconciliations of non-GAAP financial measures to the nearest GAAP measure are included in the Company’s financial tables beginning on Slide 19 (Dollars in millions, except per share amounts) October 29, 2017 October 30, 2016 % Chg. October 29, 2017 October 30, 2016 % Chg. Sales 488.7$ 480.3$ 1.8% 1,770.3$ 1,684.9$ 5.1% Gross Profit 116.3$ 120.8$ -3.8% 416.1$ 427.9$ -2.8% Gross Profit Margin 23.8% 25.2% -5.6% 23.5% 25.4% -7.5% Income from Operations 33.3$ 39.4$ -15.4% 109.8$ 108.8$ 0.9% Net Income 17.5$ 19.0$ -8.0% 54.7$ 51.0$ 7.2% Diluted EPS 0.25$ 0.27$ -7.4% 0.77$ 0.70$ 10.0% Adjusted Operating Income 1 41.3$ 40.9$ 1.0% 113.9$ 114.1$ -0.1% Adjusted EBITDA 1 53.9$ 53.7$ 0.5% 167.5$ 166.1$ 0.8% Adjusted Diluted EPS 1 0.32$ 0.28$ 14.3% 0.80$ 0.71$ 12.7% Fiscal Three Months Ended Fiscal Year Ended

Our Mission & Vision 10 4Q 2017 Revenues and Volumes – by Segment 4Q-'17 4Q-'16 % Chg. % Vol. Chg. 1 4Q-'17 4Q-'16 % Chg. % Vol. Chg. 1 4Q-'17 4Q-'16 % Chg. % Vol. Chg. 1 Third-Party 29.2$ 28.6$ 2.2% -9.6% Third-Party 281.3$ 255.1$ 10.3% 0.9% Third-Party 178.2$ 196.6$ -9.3% -14.2% Internal 43.8 40.7 7.6% 7.7% Internal 35.5 37.3 -5.0% -16.2% Internal 10.0 7.6 30.9% 34.1% Total Sales 73.0$ 69.3$ 5.4% -0.8% Total Sales 316.7$ 292.4$ 8.3% -1.9% Total Sales 188.2$ 204.2$ -7.8% -11.5% Metal Coil Coating Metal Components Engineered Building Systems $- $10.0 $20.0 $30.0 $40.0 $50.0 $60.0 $70.0 $80.0 4Q-'17 4Q-'16 Metal Coil Coating Third-Party Internal $- $50.0 $100.0 $150.0 $200.0 $250.0 $300.0 $350.0 4Q-'17 4Q-'16 Metal Components Third-Party Internal $- $50.0 $100.0 $150.0 $200.0 $250.0 4Q-'17 4Q-'16 Engineered Building Systems Third-Party Internal Metal Coil Coating 6% Metal Components 58% Consolidated 3rd Party Revenue 4Q 2017 Metal Coil Coating 6% Metal Components 53% Consolidated 3rd Party Revenue 4Q 2016 ($ in millions) Engineered Building Systems 36% Engineered Building Systems 41% (1) Calculated as the year-over-year change in the tonnage volumes shipped

Our Mission & Vision 4Q 2017 Business Segment Results 11 (Dollars in millions) $29.2 $281.3 $178.2 $488.7 $28.6 $255.1 $196.6 $480.3 Coatings Components Buildings Consolidated (1) Reconciliation of non-GAAP financial measures to the nearest GAAP measure are included in the Company’s financial tables beginning on Slide 19 Third Party Revenue $6.6 [VALUE] $13.0 $33.3 $7.0 $31.1 $22.8 $39.4 Coatings Components Buildings Consolidated Operating Income Adjusted Operating Income1 $7.8 $47.1 $15.2 $53.9 $8.2 $37.8 $25.1 $53.7 Coatings Components Buildings Consolidated 2017 2016 Adjusted EBITDA(1) $6.6 $39.7 $13.7 $41.3 $7.0 $31.6 $23.1 $40.9 Coatings Components Buildings Consolidated

Our Mission & Vision Full Year 2017 Business Segment Results 12 (Dollars in millions) $112.1 $998.3 $659.9 $1,770.3 $106.6 $925.9 $652.5 $1,684.9 Coatings Components Buildings Consolidated (1) Reconciliation of non-GAAP financial measures to the nearest GAAP measure are included in the Company’s financial tables beginning on Slide 19 Third Party Revenue $23.9 $124.2 $41.4 $109.8 $25.3 $102.5 $62.0 $108.8 Coatings Components Buildings Consolidated Operating Income Adjusted Operating Income1 $28.7 $149.7 $54.7 $167.5 $30.0 $131.1 $70.0 $166.1 Coatings Components Buildings Consolidated 2017 2016 Adjusted EBITDA(1) $23.9 $122.3 $45.3 $113.9 $25.3 $104.6 $61.4 $114.1 Coatings Components Buildings Consolidated

Our Mission & Vision Gross Margin Reconciliation 13 Gross Margin 4Q 2016 25.2% Net impact of higher material and transportation costs (1.70%) Impact of hurricanes (0.90%) Favorable product and segment mix, net 0.60% Manufacturing and process efficiency improvements 0.70% Other (0.10%) Gross Margin 4Q 2017 23.8%  For the quarter, gross profit was $116.3 million compared to $120.8 million in the fourth quarter of fiscal 2016. The Company estimates that the hurricanes impacted gross profit by approximately $8.3 million during the period  The favorable product and segment mix was predominately in IMP sales and the relative weighting of the three business segments Note: Basis point attributions in the above tables are approximate

Our Mission & Vision Key Cost Initiatives 14 ($ in millions) Original Target (1) 2016 Cost Savings Realized 2017 Cost Savings Targets 2017 Cost Savings Realized Manufacturing Consolidation $15.0 - $20.0 $6.0 $6.5 $7.6 ESG&A Restructuring $15.0 - $20.0 $6.0 $3.5 $3.8 Total $30.0 - $40.0 $12.0 $10.0 $11.4  The Manufacturing cost initiative includes the continuing rationalization of manufacturing facilities and relocation of equipment and machinery  The ESG&A initiative includes the elimination of certain fixed and indirect costs through restructuring and consolidation  During 4Q, the Company accelerated part of the ESG&A cost initiative originally planned for 2018, which resulted in $8.5 million of additional costs savings that will be reflected in 2018  Through fiscal 2017, the Company has realized cost reductions of approximately $23.4 million, with an annualized run rate of $31.9 million  Going forward, any remaining targeted items from the Original Targets have been included in the Company’s initiatives for 2018 and beyond. By the end of 2020, the Company is targeting $40 - $50 million in cost savings reductions and efficiencies (1) Key initiatives are anticipated to generate the target amount of savings by fiscal year-end 2018 and do not include the impact of inflation

Our Mission & Vision 15 Net Income: Net income was $17.5 million compared to $19.0 million in the prior year’s fourth quarter Adjusted EBITDA(1): (Dollars in millions) 4Q 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 19 $53.7 $53.9 $(2.1) $5.0 $(8.5) $6.1 $(0.3) $- $10.0 $20.0 $30.0 $40.0 $50.0 $60.0 $70.0 Adjusted EBITDA 4Q 2016 Volume Product Mix and Margin Expansion Hurricanes ESG&A Cost Reductions and Lower Incentive Compensation Other Adjusted EBITDA 4Q 2017

Our Mission & Vision 4Q 2017 Cash Flow Summary 16 Cash and Cash Equivalents, as of 4Q 2017 3Q 2017 2Q 2017 1Q 2017 Beginning balance $ 45,923 $ 49,682 $ 15,789 $ 65,403 Cash provided by (used in) operating activities 63,277 (7,294) 38,254 (31,878) Cash provided by (used in) investing activities (5,781) 4,100 (4,483) (4,120) Cash provided by (used) in financing activities (37,622) (961) 271 (13,702) Exchange rate effects (139) 396 (149) 86 Ending balance $ 65,658 $ 45,923 $ 49,682 $ 15,789  Stock Repurchases • During the quarter, the Company utilized $37.6 million to repurchase 2.6 million shares at an average share price of $14.73 • For fiscal 2017, the company utilized $41.2 million to repurchase 2.8 million shares at an average share price of $14.68 • The Company announced a new $50.0 million share repurchase plan in October 2017. During fiscal 2017, shares were not repurchased under the new plan • From the end of fiscal 2017 through December 1, 2017, the Company repurchased 1.5 million shares at an average price per share of $15.98 using $24.4 million (Dollars in thousands)

Our Mission & Vision 4Q 2017 Results Compared to Guidance 17 ($ in millions) Range Low High 4Q Actuals Revenues $470.0 $500.0 $488.7 Gross Profit Margin 24.3% 26.3% 23.8% ESG&A Expenses $77.0 $80.0 $72.7 Intangible Asset Amortization $2.3 $2.5 $2.4 Total Depreciation & Amortization (inclusive of Intangible amortization above) $10.0 $11.0 $10.7 Interest Expense $7.1 $7.5 $7.2 Effective Tax Rate 34.0% 37.0% 33.2% Adjusted EBITDA $48.0 $62.0 $53.9  Revenues for the quarter reflect significantly lower tonnage volumes in the Buildings segment as a result of hurricane related disruptions  Gross profit margins were lower in the quarter primarily as a result of lower volumes, uneven production flow and escalating transportation costs  Lower ESG&A results reflect the impact of ongoing cost initiatives and lower incentive compensation costs  The Company estimated that the hurricanes impacted revenues by approximately $16.0 million, gross profits by $8.3 million and Adjusted EBITDA by $8.5 million during the period

Our Mission & Vision 1Q 2018 Guidance (1) 18 ($ in million) 1Q Range Low High Revenues $390.0 $410.0 Gross Profit Margin 21.5% 23.5% ESG&A Expenses $70.0 $74.0 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(2) 34.0% 37.0% Adjusted EBITDA $24.0 $34.0  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 67.6 million for 1Q 2018  Total capital expenditures for fiscal 2018 are expected to be in the range of $45.0 million to $55.0 million (1) See “Forward Looking Statements” on Slide 2 (2) This effective tax rate does not consider the potential enactment of changes to the tax laws currently being considered by Congress

Our Mission & Vision Reconciliation of Net Income (Loss) and Adjusted Net Income (Loss) per Diluted Common Share 19 (Dollars in thousands, except per share amounts) October 29, October 30, October 29, October 30, 2017 2016 2017 2016 Net income per diluted common share, GAAP basis 0.25$ 0.27$ 0.77$ 0.70$ Goodwill impairment 0.09 - 0.08 - Restructuring and impairment charges 0.02 0.01 0.07 0.06 Strategic development and acquisition related costs 0.00 0.01 0.03 0.04 (Gain) on insurance recovery - - (0.14) - Unreimbursed business interruption costs 0.00 - 0.01 - Other losses (gains), net - 0.00 0.00 (0.06) Tax effect of applicable non-GAAP adjustments (1) (0.04) (0.01) (0.02) (0.03) Adjusted net income per diluted common share (2) 0.32$ 0.28$ 0.80$ 0.71$ October 29, October 30, October 29, October 30, 2017 2016 2017 2016 Net income applicable to common shares, GAAP basis 17,412$ 18,896$ 54,399$ 50,638$ Goodwill impairment 6,000 - 6,000 - Restructuring and impairment charges 1,710 815 5,297 4,252 Strategic development and acquisition related costs 193 590 1,971 2,670 (Gain) on insurance recovery - - (9,749) - Unreimbursed business interruption costs 28 - 454 - Other losses (gains), net - 62 137 (3,506) Tax effect of applicable non-GAAP adjustments (1) (3,093) (572) (1,603) (2,059) Adjusted net income applicable to common shares (2) 22,250$ 19,791$ 56,906$ 51,995$ #DIV/0! #DIV/0! (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. Fiscal Three Months Ended Fiscal Year Ended Fiscal Three Months Ended Fiscal Year Ended

Our Mission & Vision Reconciliation of 4Q 2017 Operating Income(Loss) to Adjusted Operating Income (Loss) by Segment 20 (Dollars in thousands) Engineered Building Systems Metal Components Metal Coil Coating Corporate Consolidated Operating income (loss), GAAP basis 13,043$ 32,818$ 6,615$ (19,150)$ 33,326$ Goodwill impairment - 6,000 - - 6,000 Restructuring and impairment charges 695 753 - 262 1,710 Strategic development and acquisition related costs - 90 - 103 193 Unreimbursed business interruption costs - 28 - - 28 Adjusted operating income (loss) (1) 13,738$ 39,689$ 6,615$ (18,785)$ 41,257$ Engineered Building Systems Metal Components Metal Coil Coating Corporate Consolidated Operating income (loss), GAAP basis 22,830$ 31,059$ 7,018$ (21,515)$ 39,392$ Restructuring and impairment charges 211 506 - 98 815 Strategic development and acquisition related costs - - - 590 590 Loss on sale of assets and asset recovery 62 - - - 62 Adjusted operating income (loss) (1) 23,103$ 31,565$ 7,018$ (20,827)$ 40,859$ (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 October 30, 2016 Fiscal Three Months Ended October 29, 2017

Our Mission & Vision Reconciliation of 2017 Operating Income(Loss) to Adjusted Operating Income (Loss) by Segment 21 (Dollars in thousands) Engineered Building Systems Metal Components Metal Coil Coating Corporate Consolidated Operating income (loss), GAAP basis 41,388$ 124,224$ 23,935$ (79,767)$ 109,780$ Goodwill impairment - 6,000 - - 6,000 Restructuring and impairment charges 3,732 1,254 - 311 5,297 Strategic development and acquisition related costs - 90 - 1,881 1,971 Loss on sale of assets and assets recovery 137 - - - 137 (Gain) on insurance recovery - (9,749) - - (9,749) Unreimbursed business interruption costs - 454 - - 454 Adjusted operating income (loss) (1) 45,257$ 122,273$ 23,935$ (77,575)$ 113,890$ Engineered Building Systems Metal Components Metal Coil Coating Corporate Consolidated Operating income (loss), GAAP basis 62,046$ 102,495$ 25,289$ (81,051)$ 108,779$ Restructuring and impairment charges 966 1,661 39 1,586 4,252 Strategic development and acquisition related costs - 403 - 2,267 2,670 (Gain) on sale of assets and asset recovery (1,642) - - - (1,642) Adjusted operating income (loss) (1) 61,370$ 104,559$ 25,328$ (77,198)$ 114,059$ (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 Year Ended October 29, 2017 Fiscal Year Ended October 30, 2016

Our Mission & Vision Reconciliation of 4Q 2017 Net Income (Loss) to Adjusted EBITDA by Segment 22 (Dollars in thousands) Engineered Building Metal Metal Coil Systems Components Coating Corporate Consolidated Net income (loss) 11,174$ 33,312$ 6,615$ (33,611)$ 17,490$ Add: Depreciation and amortization 2,197 7,014 1,214 238 10,663 Consolidated interest expense, net (23) (53) - 7,162 7,086 Provision for income taxes 1,197 - - 7,491 8,688 Restructuring and impairment charges 695 753 - 261 1,709 Strategic development and acquisition related costs - 90 - 103 193 Share-based compensation - - - 2,084 2,084 Goodwill impairment - 6,000 - - 6,000 Unreimbursed business interruption costs - 28 - - 28 Adjusted EBITDA (1) 15,240$ 47,144$ 7,829$ (16,272)$ 53,941$ Engineered Building Metal Metal Coil Systems Components Coating Corporate Consolidated Net income (loss) 24,738$ 31,309$ 7,018$ (44,064)$ 19,001$ Add: Depreciation and amortization 2,399 5,979 1,202 237 9,817 Consolidated interest expense, net 7 (14) - 7,554 7,548 Provision for income taxes (2,276) 7 - 14,918 12,649 Restructuring and impairment charges 211 506 - 98 815 Strategic development and acquisition related costs - - - 590 590 Share-based compensation - - - 3,181 3,181 (Gain) loss on sale of assets and asset recovery 62 - - - 62 Adjusted EBITDA (1) 25,141$ 37,787$ 8,220$ (17,485)$ 53,663$ Fiscal Three Months Ended October 29, 2017 Fiscal Three Months Ended October 30, 2016

Our Mission & Vision Reconciliation of 2017 Net Income (Loss) to Adjusted EBITDA by Segment 23 (Dollars in thousands) Engineered Building Metal Metal Coil Systems Components Coating Corporate Consolidated Net income (loss) 40,257$ 125,134$ 23,965$ (134,632)$ 54,724$ Add: Depreciation and amortization 9,014 26,717 4,757 830 41,318 Consolidated interest expense, net (21) (170) 1 28,851 28,661 Provision for income taxes 1,583 - - 26,831 28,414 Restructuring and impairment charges 3,732 1,254 - 311 5,297 Strategic development and acquisition related costs - 90 - 1,881 1,971 Share-based compensation - - - 10,230 10,230 Goodwill impairment - 6,000 - - 6,000 Loss on sale of assets and asset recovery 137 - - - 137 (Gain) on insurance recovery - (9,749) - - (9,749) Unreimbursed business interruption costs - 454 - - 454 Adjusted EBITDA (1) 54,702$ 149,730$ 28,723$ (65,698)$ 167,457$ Engineered Building Metal Metal Coil Systems Components Coating Corporate Consolidated Net income (loss) 59,266$ 104,543$ 25,276$ (138,057)$ 51,028$ Add: Depreciation and amortization 9,767 26,416 4,674 1,067 41,924 Consolidated interest expense, net (73) (43) 15 30,973 30,872 Provision for income taxes 1,749 9 - 26,180 27,938 Restructuring and impairment charges 966 1,661 39 1,586 4,252 (Gain) from bargain purchase - (1,864) - - (1,864) Strategic development and acquisition related costs - 403 - 2,266 2,669 Share-based compensation - - - 10,892 10,892 (Gain) loss on sale of assets and asset recovery (1,642) - - - (1,642) Adjusted EBITDA (1) 70,033$ 131,125$ 30,004$ (65,093)$ 166,069$ (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. Fiscal Year Ended October 29, 2017 Fiscal Year Ended October 30, 2016

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