EX-99.1 2 d253970dex991.htm INVESTOR PRESENTATION BY NCI OCTOBER 2011 Investor Presentation by NCI October 2011
2011
OCTOBER
Exhibit 99.1
Investor Presentation


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.
"potential," "expect," "should," "will" 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 has made every reasonable effort to ensure that the
information, estimates, forecasts and assumptions on which these statements are based are current, reasonable and complete.
However, 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.  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; ability to
service the Company's debt; failure to comply with financial covenants contained in the Company’s debt instruments; fluctuations
in customer demand and other patterns; raw material pricing and supply; competitive activity and pricing pressure; general
economic conditions affecting the markets we serve; current economic and financial crises in the U.S. and abroad; pending legal
proceedings, claims and governmental proceedings; changes in laws or regulations; and the volatility of the Company's stock
price.  See also the "Risk Factors" in the Company's Annual Report on Form 10-K for the fiscal year ended October 31, 2010, and
in its subsequent Quarterly Reports on Form 10-Q 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. 
This presentation may also contain non-GAAP financial information. The Company’s management uses this information in its
internal analysis of results and believes that this information may be informative to investors in gauging the quality of the
Company’s financial performance, identifying trends in our results and providing meaningful period-to-period comparisons. For
additional information regarding these non-GAAP measures, including any required reconciliations to the most directly
comparable financial measure calculated according to GAAP, see in the Appendix section of this presentation.
The words "believe," “anticipate,”
“plan,”
“intend,”
“foresee,”
"guidance,"
Cautionary Statement Regarding Forward-Looking Statements


Mission Statement
3
It is our mission
to produce sustainable products and
systems, for the metal construction industry, of
enduring quality
that enhance the beauty, form and
function
of structures in which people work, live,
play, learn, worship and use for storage and
protection.


4
Vision Statement
It
is
the
vision
of
NCI
to
be
the
undisputed
leader
in
the
U.S. building construction industry by providing
superior
products
and
services
through
our
metal
coil
coating, metal components and custom metal building
systems divisions.


The Market


6
Nonresidential Market Segments


Significant operating expertise
Management
averages
16
years
of
experience
in
the
Metal
Building
Manufacturing
industry
Proven ability to operate and grow the business and in the current downturn to
execute cost reduction initiatives
Leading market positions in all operating segments
High
quality,
well
respected
stable
of
brands
marketed
through
a
broad
network
of
builders and distributors
Large variety of products and services
Participates in highly fragmented markets and has attractive spread of risk in terms
of geography, end market applications and customer concentration
32 manufacturing plants located throughout North America operated in an efficient
“hub-and-spoke”
network
Places manufacturing and distribution operations closer to our customers
Affiliated builder network and architectural relationships provide substantial and
extended channels to market
Each segment uses same type of steel
Ability to receive contract pricing without long-term contracts
Significant ability to flex manufacturing infrastructure and ESG&A levels to changes
in volume
Vertically
integrated
producer
enabling
faster
turnaround
times
majority
of
orders
are
completed
in
1
3
months
Positioned
to
capitalize
on
material
conversion
trends
and
green
initiative
Actively pursuing market leading initiatives
Leading Market Positions
and Strong Brands
Motivated and Experienced
Management Team
Integrated Business Model
Well Positioned for Growth
Efficient Distribution Model
High Volume Producer with
Flexible Cost Structure
7
NCI’s Strategic Positioning


SEGMENT
METAL COIL COATING
METAL COMPONENTS
ENGINEERED BUILDING SYSTEMS
Focus
Cleaning, treating & painting flat
rolled metal coil substrates
Metal roof & wall systems, metal
partitions, metal doors, etc.
Engineered building systems for low rise
nonresidential markets
Key Products
Product Utilization
Used by manufacturers of metal
components and engineered building
systems (NCI’s other segments used
approximately 54% of production).
Also sold to other manufacturers of
painted metal goods, such as the
appliance industry.
Roof and wall systems with specialized
product lines such as insulated metal
panels and standing seam roof panels for
architectural and commercial/industrial
applications, as well as traditional single-
skin, thru-fastener panels primarily used for
agricultural and residential facilities;
secondary structural (purlins and girts), as
well as ancillary accessories such as doors
and trim.
Custom designed, engineered, ready for
assembly primary structural framing,
secondary structural members (purlins, girts) and
metal roofs/walls.
NCI Companies
FY2010 % of Total
Revenue
7%
38%
55%
FY2010 % of Total
EBITDA
37%
62%
1%
Segment EBITDA excludes Corporate Costs of $42.4 MM
1
8
Three Integrated Segments
1


State as of close of 2010 unless otherwise noted
172
330
5
54%
30%
16%
9
Cleans, treats, coats and
paints flat-rolled metal
coil substrates
Slits and/or embosses
coated coils
Manufacturers of
painted steel products:
Metal Buildings
Light Fixtures
HVAC
Water Heater Jackets
Walk-in Coolers
PRODUCTS
CUSTOMERS
Light Gauge Coil Coating
Est. Rank
% Market
Share
Precoat Metals Division
1
18%     
Roll Coater, Inc.
2
15%
NCI
3
12%
Steelscape
4
9%
SDI
5
8%
Others
N/A
38%
Total
100%
Heavy Gauge Hot Rolled Steel Coating
Est. Rank
% Market
Share
NCI
1
41%     
Hanna Steel
2
26%
Midwest Metal Coaters
3
16%
SDI
4
10%
Others
N/A
7%
Total
100%
Source:  2010 NCI Estimates
STATS
(Volume in tons)
Internal:
External:
Construction
All Other
MARKET SHARE
PERFORMANCE
No. of Customers:
No. of Employees:
No. of Plants:
Metal Coil Coating
END
USE   
(FY 2010)
Revenue, EBITDA and EBITDA Margin %
2003
2004
2005
2006
2007
2008
2009
2010
External Revenue
127
123
111
118
84
97
53
65
EBITDA
26
31
25
30
32
39
13
21
EBITDA Margin %
20.5
25.5
22.9
25.9
37.9
39.9
24.3
32.8


27,423
916
18
28%
49%
20%
3%
State as of close of 2010 unless otherwise noted
PRODUCTS
10
CUSTOMERS
Small, medium and large contractors
Specialty roofers
Engineered building fabricators
Distributors/lumberyards
End users
Pre-formed metal roof and wall systems
Insulated metal panels
Secondary structural members
Flashings and accessories
Roll-up doors and interior partition systems
Metal Components
Est. Rank
% Market
Share
NCI
1
12%     
Fabral
2
8%
Metal Sales
3
7%
McElroy
4
5%
Firestone
5
5%
Others
N/A
63%
Total
100%
Source:  2010 NCI Estimates
No. of Customers:
No. of Employees:
No. of Plants:
STATS
(Volume in tons)
Internal:
External: 
Commercial & Industrial
Ag & Res
Retail
END USE
(FY 2010)
MARKET SHARE
PERFORMANCE
Metal Components
Revenue, EBITDA and EBITDA Margin %
2003*
2004*
2005*
2006*
2007
2008
2009
2010
External Revenue
473
548
567
671
562
600
389
328
EBITDA
55
83
86
102
60
92
46
37
EBITDA Margin %
11.6
15.1
15.2
15.2
10.7
15.4
11.8
11.2
*  Fiscal 2006 and prior were not reclassified for the change in reporting structure that transferred certain 
segment activities within the Metal Components and Engineered Building Systems segments in fiscal 2008.


State as of close of 2010 unless otherwise noted
3,382
2,026
9
11
Custom engineered buildings
Self-storage mini-warehouses
Long Bay
®
System
Engineered Building Systems
Est. Rank
% Market
Share
NCI
1
28%     
BlueScope Buildings
1
28%     
Nucor Building Systems
3
24%
Others
N/A
20%
Total
100%
PRODUCTS
CUSTOMERS
Builder network
General contractors
Developers
Custom fabrication customers
End users
No. of Builders:
No. of Employees:   
No. of Plants:                  
STATS
(Volume in tons)
Commercial & Industrial
Institutional
Agricultural
MARKET SHARE
PERFORMANCE
SALES CHANNEL
61%
25%
14%
Authorized Builders/Erectors
Direct Sales
Resellers/Private Label
Non-Affiliated Builders
Engineered Building Systems
Source:  2010 NCI Estimates
END USE
(FY 2010)
*  Fiscal 2006 and prior were not reclassified for the change in reporting structure that transferred certain segment 
    activities within the Metal Components and Engineered Building Systems segments in fiscal 2008.


12
Note:
Consistent with the above recent trend, our
Buildings segment new order bookings for our third and
fourth quarter of 2011 increased 42% and 35% over the
same periods of 2010, respectively. Our bookings are
typically converted to revenue in 90 to 120 days.
25
30
35
40
45
50
55
60
65
70
Architectural Commercial/Industrial Billings Index
Updated: November 2011
Source: American Institute of Architects
Architectural Market Activity
Commercial/Industrial Billings


Nonresidential Construction Activity
Historical and Forecast Volume for Square Feet
Millions of Square Feet
Source: McGraw-Hill
McGraw-Hill
Linear Trend
13
1,144
1,404
775
671
645
655
1,080
600
800
1,000
1,200
1,400
1,600
1,800
2,000
Updated: July 2011


Nonresidential
Industrial Vacancy Rates
14
11.0%
9.4%
11.6%
10.9%
10.6%
400
600
800
1,000
1,200
1,400
1,600
1,800
2,000
4%
5%
6%
7%
8%
9%
10%
11%
12%
2000
2001
2002
2003
2004
2005
2006
2007
2008
2009
2010
2011
2012
2013
2014
2015
Industrial Vacancy
Construction Activity
Source: McGraw-Hill
Source: REIS, Inc.
Updated: November 2011
Nonresidential Industrial Vacancy Rates vs. Construction Activity


GDP vs. Construction Activity
Percentage Change Correlation 0.85
Source: McGraw-Hill
15
-50%
-40%
-30%
-20%
-10%
0%
10%
20%
30%
40%
50%
-10%
-8%
-6%
-4%
-2%
0%
2%
4%
6%
8%
10%
'68
'69
'70
'71
'72
'73
'74
'75
'76
'77
'78
'79
'80
'81
'82
'83
'84
'85
'86
'87
'88
'89
'90
'91
'92
'93
'94
'95
'96
'97
'98
'99
'00
'01
'02
'03
'04
'05
'06
'07
'08
'09
'10
GDP
Construction Activity
Updated: November 2011


Historical Performance & Nonresidential Activity
Source: McGraw-Hill
(Dotted line represents projection)
16
Adjusted EBITDA vs. Construction Activity


Historical Performance & Steel Price Activity
Adjusted EBITDA vs. Steel Activity
17
73
82
152
$45
$16
0
20
40
60
80
100
120
140
160
180
200
220
240
$0
$20
$40
$60
$80
$100
$120
$140
$160
$180
$200
$220
$240
1999
2000
2001
2002
2003
2004
2005
2006
2007
2008
2009
2010
CRU Steel Price Index
Adjusted EBITDA
Updated: October 2010
$84
156
$154
236
$201


Steel Price Activity
CRU North American Steel Price Index
18
0
50
100
150
200
250
300
65.58
178.05
269.14
112.48
181.93
218.53
Updated: November 2011
The CRU North American Steel Price Index has been published by the CRU since 1994. It’s based on a survey of industry participants and is commonly used in
the settlement of physical and financial contracts within the steel industry. The prices surveyed are purchases for forward delivery, according to lead time,
which  will vary by approximately one to two months. To better align with NCI’s fiscal year, the values shown are from October of each year. (1994 Index = 100)


Material Cost Comparisons Over Time
Producer Price Index thru July 2011
19
Index reset to 2007
as base year
0
20
40
60
80
100
120
140
160
180
1996
1997
1998
2000
2001
2002
2003
2004
2005
2006
2007
2008
2009
2010
2011
Concrete Block and Brick
Hardwood Lumber
Asphalt Roofing
Steel Mill Products
Updated: November 2011
1999


Financial Overview


($ in millions, FYE Oct.)
1999
2000
2001
2002
2003
2004
2005
2006
1
2007
2008
2
2009
2010
Revenue
937
$      
1,018
$   
955
$      
953
$      
898
$      
1,085
$   
1,130
$   
1,571
$   
1,625
$   
1,763
$   
965
$      
871
$    
% Growth
38.7%
8.7%
-6.2%
-0.2%
-5.8%
20.8%
4.2%
39.0%
3.4%
8.5%
-45.3%
-9.8%
COGS
697
$      
762
$      
742
$      
741
$      
701
$      
823
$      
851
$      
1,187
$   
1,221
$   
1,319
$   
749
$      
700
$    
% of Revenue
74.4%
74.8%
77.7%
77.7%
78.0%
75.8%
75.3%
75.6%
75.2%
74.8%
77.6%
80.4%
Gross Profit
3
240
$      
257
$      
213
$      
213
$      
198
$      
262
$      
279
$      
384
$      
404
$      
444
$      
216
$      
171
$    
% Margin
25.6%
25.2%
22.3%
22.3%
22.0%
24.2%
24.7%
24.4%
24.8%
25.2%
22.4%
19.6%
ESG&A
120
$      
131
$      
133
$      
141
$      
Historical Financial Perspective
21
140
$      
165
$      
175
$      
246
$      
272
$      
285
$      
211
$      
191
$    
% of Revenue
12.8%
12.9%
14.0%
14.8%
15.6%
15.2%
15.5%
15.7%
16.7%
16.2%
21.9%
21.9%
EBIT
120
$      
125
$      
80
$       
72
$       
57
$       
97
$       
104
$      
138
$      
132
$      
161
$      
7
$         
(20)
$     
% Margin
12.8%
12.3%
8.4%
7.6%
6.4%
8.9%
9.2%
8.8%
8.1%
9.1%
0.7%
-2.3%
Adjusted EBITDA
146
$      
154
$      
105
$      
100
$      
84
$       
128
$      
138
$      
176
$      
176
$      
201
$      
45
$       
16
$      
% Margin
15.6%
15.1%
11.0%
10.5%
9.3%
11.8%
12.2%
11.2%
10.8%
11.4%
4.7%
1.9%
Capex
33
$       
29
$       
15
$       
9
$         
18
$       
9
$         
20
$       
27
$       
42
$       
25
$       
22
$       
14
$      
% of Revenue
3.6%
2.8%
1.6%
1.0%
2.0%
0.9%
1.7%
1.7%
2.6%
1.4%
2.3%
1.6%
(1)
RCC
acquisition
completed
in
April
2006.
Results
included
from
acquisition
date.
(2)
Amounts have been retrospectively adjusted as a result of certain reclassifications due to the further integration of RCC and the rationalization of our operations.
(3)
Excludes special charges.
Last Nonres Downturn
Current Nonres Downturn
2
3


Engineered
Systems
22
Adjusted Operating Segment Results
Fiscal Year 2009
THIRD PARTY SALES
$965 million
Fiscal Year 2009
ADJUSTED OP PROFIT
$59 million
(1)
(1)
Before corporate expenses, in addition see Appendix for the reconciliation of the non-GAAP financial measure to the GAAP financial measure.
(2)
Engineered Building
Systems incurred an adjusted operating loss for fiscal year 2010.
Fiscal Year 2010
THIRD PARTY SALES
$871 million
Fiscal Year 2010
ADJUSTED OP PROFIT
$29 million
(1)
Fiscal Year 2009 vs. Fiscal Year 2010
Building
54%
Metal
Components
40%
Metal Coil
Coating
6%
Engineered
Building
Systems
55%
Metal
Components
38%
Metal Coil
Coating
7%
Engineered
Building
Systems
25%
Metal
Components
62%
Metal Coil
Coating
13%
Engineered
Building
Systems
0%
Metal
Components
63%
Metal Coil
Coating
37%
(2)


Strategy


24
Five-Year Growth Strategy
Corporate-Wide Initiatives
Fixed
cost
containment
as
the
nonresidential
construction
market
improves
is         
our top corporate-wide initiative
Continue to identify and assess opportunistic acquisitions
Enhance plant utilization through expanded use of our Hub & Spoke Distribution
model
Continue to focus on leveraging Technology and Automation to be lowest cost
producer
Coatings Division
Diversify external customer base to substantially increase toll and package sales
Continue to leverage efficiency improvements to be lowest cost producer
Open our recently purchased Middletown, Ohio coating facility
Components Division
Expand Insulated Metal Panel product offering utilizing our new state-of-the-art
manufacturing facility in Jackson, MS and other future locations
Accelerate and expand Nu-Roof, our retrofit roofing product
Buildings Division
Marketing and Sales initiatives that enhance geographic and end market focus
Reduce cycle time and costs through virtual centralization of Engineering and
Drafting based on common suite of engineering applications
Improving manufacturing efficiencies through the enhancement of our supply chain


25
2009 Operational Restructuring
Buildings Group
Reduced manufacturing facilities from 16 to 9
Maintained customer touch points (sales/service)
Transitioned to a single leadership role for both RCC & NCI
Buildings groups
Manufacturing operations reorganized
Engineering and Drafting reorganized
Components Group
Reduced manufacturing facilities from 22 to 18
Maintained the necessary footprint to service external customers
and provide support for the Buildings group’s needs


Employee Reduction
26
Employee Count
3,000
3,500
4,000
4,500
5,000
5,500
6,000
Total Headcount


MANUFACTURING
PLANTS
BEFORE          AFTER
COATERS
COMPONENTS
BUILDINGS
TOTAL
5
22
16
43
5
18
9
32
27
NCI Manufacturing Plants After Reductions
Before
After


(in thousands)
COST REDUCTION
HEADCOUNT REDUCTION
BY SEGMENT
Fixed Costs0
Direct Variable
Costs0
Total Cost
Savings
% Reduction
Number
% Reduction
Buildings
$88,205
$374,188
$462,393
48.2%
1,530
41.8%
Components
23,016
152,532
175,548
33.9%
547
36.7%
Coaters
2,321
29,326
31,647
46.8%
40
10.3%
Corporate
7,703
5,319
13,022
20.2%
61
25.3%
Total
$121,245
$561,365
$682,610
42.4%
2,178
37.7%
BY COST LINE ITEM
Cost of Goods
$71,250
$522,664
$593,914
44.8%
1,619
43.3%
Engineering
19,004
3,573
22,577
41.9%
217
33.0%
SG&A
30,991
35,128
66,119
28.6%
342
24.7%
Total
$121,245
$561,365
$682,610
42.4%
2,178
37.7%
28
Significant Cost Reductions Completed
Cost Reduction Summary
(1)
Fixed cost reductions represent 30% of total 2008 fixed costs.
(2)
Direct variable costs include such items as Materials, Bonus, Commission, etc. that will vary based on NCI's performance without any other action.
2
1


29
Insulated Metal Panels:
Product & Process Photos
Polyisocyanurate
Insulation
Exterior Metal
Skin
Interior Metal
Skin
Wide range of market and construction applications
Improves thermal performance
Increases energy efficiency
Supports many LEED and green requirements
Reduces a building’s operational expenses
Easy installation accelerates construction schedules


Components Initiatives Update:
Retrofit Roofing
30
BEFORE
Provides a sloped roof solution
that overcomes issues commonly
associated with a flat roof
including water runoff
Can be applied over existing roof
system, eliminating tear-off and
accelerating production schedule
Has all the benefits provided by a
metal roofing system including:
Low maintenance and associated costs
Improves aesthetics of existing roof
Highly durable with a life expectancy of
up to 40-years


Financial Data


32
Historical Performance
*
Adjusted Earnings (Loss) per Diluted Common Share is a non-GAAP financial measure which is reconciled
to the most comparable GAAP financial measure as indicated in the Appendix. The Adjusted Earnings
(Loss) per Diluted Common Share has been retrospectively adjusted for the Reverse Stock Split that
occurred on March 5, 2010.
* Adjusted EBITDA is defined in the Companys credit facilities and is calculated within the Appendix.
Adjusted Earnings (Loss) Per Diluted Common Share*
Adjusted EBITDA*
Sales
$11.70
$12.15
$5.03
$8.40
$6.00
$12.65
$11.78
$16.41
$13.89
$19.54
-$0.68
-$3.21
-$5
$0
$5
$10
$15
$20
1999
2000
2001
2002
2003
2004
2005
2006
2007
2008
2009
2010
Earnings Per Share
$146
$154
$105
$100
$84
$128
$138
$176
$176
$201
$45
$16
$0
$50
$100
$150
$200
$250
1999
2000
2001
2002
2003
2004
2005
2006
2007
2008
2009
2010
Adjusted EBITDA
$937
$1,018
$955
$953
$898
$1,085
$1,130
$1,571
$1,625
$1,763
$965
$871
$0
$250
$500
$750
$1,000
$1,250
$1,500
$1,750
1999
2000
2001
2002
2003
2004
2005
2006
2007
2008
2009
2010
Sales


33
Seasonal Trends
For Fiscal Q1 2004 through Q4 2010
*Sales amounts have been retrospectively adjusted as a result of certain reclassifications due to the further integration of RCC and the rationalization of our operations.
$20.9
$24.3
$36.0
$47.2
$27.9
$28.4
$35.8
$45.6
$31.3
$30.9
$52.2
$61.6
$34.3
$28.3
$53.9
$59.7
$30.7
$42.5
$66.8
$61.0
$1.6
$3.1
$21.4
$18.5
-$2.6
$1.1
$10.2
$7.4
$215
$255
$296
$319
$245
$251
$293
$341
$293
$330
$449
$499
$360
$368
$434
$463
$361
$416
$477
$509
$260
$224
$238
$243
$182
$202
$245
$242
-$25
$0
$25
$50
$75
$100
$125
$150
$175
$200
$225
$250
$275
$300
$325
$350
$375
$400
$425
$450
$475
$500
$525
$550
-$4
$0
$4
$8
$12
$16
$20
$24
$28
$32
$36
$40
$44
$48
$52
$56
$60
$64
$68
$72
$76
$80
$84
$88
Q1
'04
Q2
'04
Q3
'04
Q4 
'04
Q1
'05
Q2
'05
Q3
'05
Q4
'05
Q1
'06
Q2
'06
Q3
'06
Q4
'06
Q1
'07
Q2
'07
Q3
'07
Q4
'07
Q1
'08 *
Q2
'08 *
Q3
'08 *
Q4
'08 *
Q1
'09 *
Q2
'09 *
Q3
'09 *
Q4
'09 *
Q1
'10*
Q2
'10*
Q3
'10
Q4
'10
Adjusted EBITDA
Sales


34
NCI Capital Structure Over Time
NCI Sales
NCI’s Capital Structure
Overall Nonresidential Construction Spending
$865
$937
$1,018
$955
$953
$898
$1,085
$1,130
$1,571
$1,625
$1,763
$965
$871
$0
$200
$400
$600
$800
$1,000
$1,200
$1,400
$1,600
$1,800
1998
1999
2000
2001
2002
2003
2004
2005
2006
2007
2008
2009
2010
Sales
$565
$474
$433
$417
$368
$297
$249
$217
$373
$498
$497
$474
$150
$136
$146
$154
$105
$100
$84
$128
$138
$176
$176
$201
$45
$16
$0
$100
$200
$300
$400
$500
$600
May
1998
Oct
1998
Oct
1999
Oct
2000
Oct
2001
Nov
2002
Nov
2003
Oct
2004
Oct
2005
Oct
2006
Oct
2007
Nov
2008
Nov
2009
Oct
2010
Outstanding Debt
Adjusted EBITDA LTM
$60
$80
$100
$120
$140
$160
$180
$200
$220
$240
$260
Source:
McGraw-Hill


Cash Flow
35
(750,796)
33,531
759,597
53,004
95,336
-
-
-
(21,657)
2,589
(19,068)
(235,874)
-
-
-
250,000
(54,659)
(451)
(12,967)
(53,951)
(99)
22,218
a
Includes $622.6 million for goodwill and other intangible asset impairment, $97.6 million debt extinguishment charge, $40 million lower of cost or market charge, $11.2 million change of control charges,
$9.1 million restructuring charges and $6.3 million asset impairment.
2007
2005
2004
2003
2006
2008
44,890
22,974
10,029
(54,163)
23,730
-
-
-
(9,327)
3,316
(6,011)
(243,750)
200,000
-
-
-
-
-
-
-
-
-
20,049
(23,701)
-
-
-
(5,982)
22,800
23,007
4,284
19,177
69,268
(4,310)
(17,912)
3,891
(18,331)
(48,550)
-
-
-
-
-
-
-
-
-
(114)
2,401
(46,263)
-
-
-
4,674
51,337
24,488
14,540
27,902
118,267
(27,399)
(19,524)
1,118
(45,805)
(23,700)
180,000
-
-
-
-
-
-
(40,676)
4,408
120,032
-
-
-
192,494
68,946
31,092
13,804
7,672
121,514
(366,598)
(27,056)
308
(393,346)
(78,511)
200,000
-
-
-
-
-
-
(37,572)
12,104
96,021
133
(175,678)
58,568
36,242
6,418
36,397
137,625
(20,086)
(42,041)
5,764
(56,363)
(91,447)
90,500
-
-
-
-
-
-
(36,122)
5,444
(31,625)
379
50,016
($ in thousands)
2009
Net Income (Loss)
Depreciation & Amortization
Other Non-cash items
Changes in Working Capital
Operating Cash Flow
Acquisitions
Capital Expenditures
Other
Investing Cash Flow
Debt Repayment
Debt Issuance
Convertible Preferred Stock
Refinancing Costs
Stock Repurchases
Other
Financing Cash Flow
Exchange rate changes
Net Increase (Decrease) in Cash
Operating Cash Flow
Investing Cash Flow
Financing Cash Flow
a
a
b
73,278
36,333
19,727
(89,144)
40,194
-
-
-
(24,803)
6,113
(18,690)
(26,529)
-
-
-
-
-
-
-
-
-
(2,226)
(1)
(28,756)
399
(6,853)
b
Includes
($13.0)
million
and
($10.1)
million
for
restricted
cash
for
cash
collateralized
letters
of
credit
from
fiscal
2009
and
2010,
respectively.
2010
(26,877)
34,504
5,311
(6,632)
6,306
-
-
-
(14,030)
767
(13,263)
(15,669)
-
-
-
-
-
-
(125)
(381)
10,140
(6,035)
(8)
(13,000)
b


36
Capitalization
Capitalization and Current Trends
2007
2008
2009
2010
Jan 30, 2011
May 1, 2011
July 31, 2011
Cash
$75
$68
$90
$77
$65
$57
$50
$125 Million Revolver
---
---
n/a
n/a
n/a
n/a
n/a
$125 Million ABL Credit Facility
n/a
n/a
---
---
---
---
---
L+275, Due April 2014
.5% unused Commitment fee
Amended and Restated Term Loan
315
293
150
136
134
133
131
L+600, 2% floor, Due April 2014, quarterly installments of
0.25%
$180 Million 2.25% Convertible Notes
180
180
---
n/a
n/a
n/a
n/a
Industrial Revenue Bond
2
1
---
n/a
n/a
n/a
n/a
Total Debt
$497
$474
$150
$136
$134
$133
$131
Convertible Preferred Stock
---
---
$223
$257
$258
$258
$267
Dividends payable in cash (8%) or PIK (12%)
Call/Put 2019
Total Stockholders Equity (Deficit)
$540
$624
$50
($3)
($20)
($27)
($31)
Credit Statistics:
Net Debt ¹
$422
$406
$60
$59
$68
$75
$81
Net Indebtedness ²
$447
$424
$100
$86
$84
$83
$81
Debt/LTM Adjusted EBITDA
2.8x
2.4x
3.4x
8.5x
9.3x
6.3x
5.1x
Net Indebtedness/LTM Adjusted EBITDA
2.2x
5.4x
5.8x
3.9x
3.2x
Fixed Charge Coverage Ratio
2x
1x
<1.0x
<1.0x
<1.0x
Term Loan:
Based on the provisions in our Term Loan we effectively have deferred our financial maintenance covenant requirements until at least October 2012.
ABL:
Available borrowing base is a function of eligible inventory and receivables. If the remaining available borrowing capacity under the ABL is less than $15 million, then a minimum fixed charge
coverage ratio of 1.0x must be maintained.
The term “Net Debt” is a commonly used financial term calculated as the Company’s outstanding debt less cash on the balance sheet.
The term “Net Indebtedness” is a defined term in our credit facility used for purposes of calculating leverage covenant compliance. “Net Indebtedness” is calculated similarly to “Net Debt”, however, in
determining “Net Indebtedness,” the amount of cash is limited to $50 million.
 
 
1
2
Financial Maintenance Covenants:


37
Balance Sheet


-
BUILDING COMPLEXITIES
-
FINANCIAL
-
SUSTAINABILITY
Appendices


End Uses for Complexity Classifications
39


FINANCIAL APPENDIX


41
2009 Recapitalization
Cash
105
$    
Cash
90
$      
$125 Million Revolver (L+175)
-
       
$125 Million ABL Revolver (L+450)
-
       
Term Loan (L+150)
293
      
Term Loan (L+600, 2% floor)
150
      
$180 Million 2.25% Convertible Notes
180
      
Total Debt
150
$    
Industrial Revenue Bond
1
         
Total Debt
474
$    
Net Debt
60
$      
Net Debt
369
$    
Convertible Preferred Stock
223
$    
Stockholder's Deficit
(18)
$     
Stockholder's Equity
50
$      
Financial Covenants
Financial Covenants
Capitalization
Aug 2, 2009
Capitalization
Nov 1, 2009
Leverage Ratio Covenant: 4.0x
Senior Leverage Ratio Covenant: 2.75x
Net Indebtedness to Adjusted EBITDA
Covenant Beginning in October 2011: 5.0x
then quarterly step downs
ABL Fixed Charge Coverage Covenant:
1.0:1.0 required only when excess available
borrowings are less than $15 million.
Recapitalization
Oct 20, 2009
* On March 5, 2010, the Company filed an amendment to its Certificate of Incorporation to effect the Reverse Stock Split at an exchange ratio of 1-to-5. As such, we have retrospectively
adjusted the shares of common stock.
Replaced revolver with $125
million undrawn ABL facility.
Prior revolver matured in June
2009. The ABL facility matures
in April 2014.
Amended/Extended term loan
and paid down $143 million.
Extended maturity date from
June 2010 to April 2014.
Exchanged convertible notes
for $90 million cash and 14.0*
million shares of common
stock.
Sold $250 million convertible
preferred stock. The preferred
stock has a call/put feature in
2019.


42
Dividends may be paid in cash (8% annual rate) or in-kind (12% annual rate) at the Company’s option:
Dividend payment dates: March 15   , June 15   , September 15    and December 15   .
Credit facility restrictions:
Both our ABL Facility and Term Loan Credit Facility restrict our
ability to pay cash dividends until the first quarter of fiscal
2011.
Thereafter, cash dividend payments are generally limited under our term loan to 50% of the consolidated net income
accumulated subsequent to August 2, 2009, subject to specified adjustments, less the sum of all previous distributions. The
term loan permits the payment of cash dividends up to a maximum of 14.5 million during the term of the loan in the
absence of accumulated earnings.
Dividend Elimination or “knock-out”:
The dividend rate becomes 0% permanently, if at any time after April 2012 the trading price of our common stock exceeds
$12.75 (adjusted for stock splits, etc.) for 20 consecutive trading days. However, in the event of a default, as defined,
certain penalty dividends may be required.
Summary of Preferred and Common Stock Outstanding
Number of Shares of Common Stock, if
converted
(millions)
October 31, 2010
January 30, 2011
May 1, 2011
July 31, 2011
Series B Convertible Preferred Stock
44.3
44.3
44.3
45.7
Common Stock
18.4
18.6
18.6
18.6
Unvested Restricted Common Stock
1.2
1.4
1.4
1.3
Total Outstanding Shares, if converted
63.9
64.3
64.3
65.6
Note - Subsequent to July 31, 2011, the Company entered into a Waiver and Consent with the CD&R Funds in which the CD&R Funds agreed to accept a paid-in-kind
dividend on their Preferred Shares for the dividend payment period ending September 15, 2011 computed at the per annum rate of 8% rather than the 12%.  The Company
waived certain rights through October 30, 2011 to issue up to $5 million worth of its Common Stock.  As a result of accruing the dividend at the stated 12% rate, and
subsequently agreeing to the lower 8% rate, a dividend accrual reversal of $1.4 million will be recorded in the fourth quarter of fiscal 2011 related to dividends accrued
between June 16, 2011 and July 31, 2011. There is no assurance that the holders of preferred stock will agree to the lower rate of 8% in future periods. At October 31, 2010
and July 31, 2011, the liquidation preference of the Series B was $282.5 million and $291.0 million, respectively.
th
th
th
th
Convertible Preferred Stock
Key Terms Regarding Dividend Payments


43
Simplified Beneficial Conversion Feature (BCF) Charge
Illustration for Paid In-Kind Dividends
(Dollars and shares in thousands, except per share information)
Daily
Dividend
Accrual (1)
Conversion
Price Per
Share (2)
Closing
Stock
Price
BCF Amount
Per Converted
Common Share
Shares of
Common
Stock, if
Converted
Total BCF Charge
(Assuming stock price
of $8 to $15) (3)
Day 1
86.2
$       
6.374
$      
10.00
$
3.626
$           
13.5
        
49.1
$                        
Day 2
86.2
         
6.374
        
5.00
    
-
                 
13.5
        
-
                            
Day 3
86.2
         
6.374
        
12.00
  
5.626
             
13.5
        
76.1
                          
Day 91
86.2
         
6.374
        
12.00
  
5.626
             
13.5
        
76.1
                          
Total
7,900.0
$   
1,250.0
    
Est. $2,000 - $7,900
The following table illustrates a few selected dates out of a full quarter’s calculation of the BCF charge on our Paid In-Kind Dividends:
(1)
The daily dividend amount is determined quarterly based on the underlying amount of convertible preferred stock outstanding. The daily dividend amount is accrued at an annual rate
of 12% but if it is later paid in cash instead of in-kind, the excess 4% dividend and the related beneficial conversion feature charge would be eliminated in the period in which it is paid.
The Company has the option to pay the dividends in cash at 8% or in-kind at 12%, subject to restrictions in the credit facilities for our term loan and ABL revolver. Further, if at any time
after April 2012, our stock trades above $12.75 for 20 consecutive trading days, the underlying basic preferred stock dividends are permanently eliminated thereafter.
(2)
The conversion price of $6.374 reflects the adjustment for the one-for-five reverse stock split that occurred in March 2010.
(3)
The amount of the beneficial conversion feature charged in any quarter will be the sum of the daily BCF amounts calculated as illustrated above and will depend on the daily closing
price of our stock in relation to the $6.374 conversion price. The charge is limited or “capped” at the underlying dividend amount. As an example, based on a daily stock price ranging
between $8 and $15, the estimated quarterly charge would be $2 million to $7.9 million.


44
Simplified Illustration of Diluted EPS
(dollars and shares in millions, except per share amounts)
(amounts are provided for illustration and are NOT historical or forward looking)
WTD AVG.
EXAMPLE A
EXAMPLE B
OWN. INT.
LOSS
EARNINGS
Diluted EPS Numerator, Two Class Method
Net income (loss) (GAAP)
(100.0)
          
100.0
            
Deduct Convertible Preferred Stock dividend
(7.5)
              
(7.5)
              
Deduct Convertible Preferred Stock accretion
(0.5)
              
(0.5)
              
Deduct non-cash beneficial conversion feature charge
(5.0)
              
(5.0)
              
Net income (loss) applicable to common shares
(113.0)
          
87.0
              
Deduct earnings allocated to participating securities (1)
Unvested restricted common stock
2%
-
               
1.7
                 
Convertible Preferred Stock
67%
-
               
58.3
              
Net income (loss) allocated to common shares
31%
(113.0)
          
27.0
              
Diluted EPS Denominator, Two Class Method
Weighted average common shares outstanding
19.5
              
19.5
              
Unvested restricted common stock
(1.5)
              
(1.5)
              
Dilutive impact of stock options outstanding (2)
-
               
1.0
                 
Diluted weighted average common shares outstanding
18.0
              
19.0
              
Diluted Earnings Per Share, Two Class Method (3)
(6.28)
$          
1.42
$            
(1)
Earnings are allocated between those securities that have rights to participate in future dividend distributions based on their relative weighted average ownership interests. Losses are not allocated to participating
securities because they are not contractually obligated to fund or otherwise share in those losses.
(2)
Example B assumes that stock options are dilutive after having applied the treasury stock method.
(3)
If using the “if converted” method resulted in lower diluted earnings per share than the two class method, the lower amount would generally be reported. However, given the Company’s capital structure, this is not
to occur.


45
Adjusted Earnings (Loss) Per Diluted Common Share
a
The Company discloses a tabular comparison of “Adjusted” earnings (loss) per diluted common share and net income (loss), which are non-GAAP measures because they are referred to in the text of
our press releases and are instrumental in comparing the results from  period to period.  “Adjusted” diluted earnings (loss) per common share and net income (loss) should not be considered in 
b
On March 5, 2010, the Company filed an amendment to its Certificate of Incorporation to effect the Reverse Stock Split at an exchange ratio of 1-for-5. As such, we have retrospectively adjusted
basic and diluted earnings per share, common stock, stock options, and common stock equivalents for the reverse stock split in all periods presented.
2000
2001
2002
2003
2004
2005
2006
2007
2008
2009
2010
Earnings (loss) per diluted to common share,
GAAP basis
$12.15
$4.55
$(9.05)
$6.00
$11.20
$12.08
$15.91
$13.89
$18.49
$(171.18)
$(17.07)
Goodwill and other intangible asset
impairment
-
-
-
-
-
-
17.45
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
136.26
-
-
-
Debt extinguishment and refinancing costs
-
-
-
-
-
-
-
-
-
-
-
-
1.45
-
-
-
-
-
-
-
-
-
-
-
-
21.70
Lower of cost or market adjustment
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
0.45
5.85
-
-
-
Convertible preferred stock beneficial
conversion feature
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
2.39
13.73
Change in control charges
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
1.56
-
-
-
Restructuring charge
-
-
-
0.48
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
0.15
1.27
0.12
Asset impairment
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
0.88
0.03
Interest rate swap
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
0.43
-
-
-
Environmental and other contingency
adjustments
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
0.16
0.01
Gain on embedded derivative
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
(0.03)
Executive retirement costs
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
0.45
-
-
-
-
-
-
Group medical benefit
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
(0.30)
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
Adoption of FAS 123 (R)
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
0.50
-
-
-
-
-
-
-
-
-
"Adjusted" diluted earnings (loss) per
common share
a,b
$12.15
$5.03
$8.40
$6.00
$12.65
$11.78
$16.41
$13.89
$19.54
$(0.68)
$(3.21)
-
-
-
-
-
-
-
-
-
isolation or as a substitute for earnings (loss) per diluted common share and net income (loss) as reported on the face of our statement income.


46
Adjusted Net Income (Loss) Applicable to Common Shares
2000
2001
2002
2003
2004
2005
2006
2007
2008
2009
2010
Net income (loss) applicable to common
shares, GAAP basis
$44,407
$16,535
$(33,773)
$22,800
$44,890
$51,337
$68,946
$58,568
$73,278
$(753,633)
$(311,227)
Goodwill and other intangible asset
impairment
-
-
-
-
-
-
65,087
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
599,966
-
-
-
Debt extinguishment and refinancing costs
-
-
-
-
-
-
-
-
-
-
-
-
5,766
-
-
-
-
-
-
-
-
-
-
-
-
95,559
(49)
Lower of cost or market adjustment
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
1,687
25,773
-
-
-
Convertible preferred stock beneficial
conversion feature
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
10,526
250,294
Change in control charges
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
6,880
-
-
-
Restructuring charge
-
-
-
1,745
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
652
5,576
2,296
Asset impairment
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
97
3,875
696
Interest rate swap
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
1,893
-
-
-
Environmental and other contingency
adjustments
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
687
116
Gain on embedded derivative
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
(609)
Executive retirement costs
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
1,748
-
-
-
-
-
-
Group Medical Benefit
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
(1,250)
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
Adoption of FAS 123 (R)
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
2,116
1,748
-
-
-
-
-
-
-
-
-
"Adjusted" net income (loss) applicable
to common shares
a
$44,407
$18,280
$31,314
$22,800
$50,656
$50,087
$71,062
$60,316
$77,462
$(2,898)
$(58,483)
The Company discloses a tabular comparison of “Adjusted” earnings (loss) per diluted common share and net income (loss), which are non-GAAP measures because they are referred to in the text of our press releases and are
instrumental in comparing the results from period to period.  “Adjusted” diluted earnings (loss) per common share and net income (loss) should not be considered in isolation or as a substitute for earnings (loss) per diluted
common share and net income (loss) as reported on the face of our statement income.
a


47
Reconciliation
of
Quarterly
Adjusted
EBITDA
to
Net
Income
(Loss)
($ in thousands))
Q1
a, b
2008
Q2
a, b
2008
Q3
a, b
2008
Q4
a, b
2008
Q1
a, b
2009
Q2
a, b
2009
Q3
a, b
2009
Q4
a, b
2009
Q1
a, b
2010
Q2
b
2010
Q3
2010
Q4
2010
Q1
2011
Q2
2011
Q3
2011
Net Income (Loss)
6,100
13,466
30,494
23,218
(529,981)
(121,571)
2,607
(101,851)
(10,486)
(7,656)
(3,299)
(5,436)
(12,725)
(3,229)
2,593
Income Taxes
3,823
8,537
18,554
17,092
(34,861)
(16,382)
1,825
(7,495)
(5,779)
(5,536)
(221)
(1,794)
(5,009)
(1,786)
---
Interest Expense, Net
8,522
7,748
7,463
7,761
6,623
6,168
6,487
9,578
4,507
4,670
4,392
4,258
4,177
3,870
3,864
Depreciation &
Amortization
9,144
8,645
8,665
8,334
8,324
8,436
7,586
7,640
7,522
7,479
7,457
7,309
7,236
7,187
7,187
Stock-Based Comp
2,871
3,442
1,563
1,628
1,372
1,177
1,241
1,045
801
1,403
1,374
1,375
1,685
1,671
1,776
Goodwill & Other
Intangible Asset
Impairment
---
---
---
---
517,628
104,936
---
---
---
---
---
---
---
---
---
Cash Restructuring
Charges (Recovery)
226
640
43
150
2,479
3,796
1,213
1,564
524
829
551
1,628
---
---
(575)
Transaction Costs
---
---
---
---
---
629
401
107,718
174
---
---
(250)
---
---
---
Lower of Cost or Market
Adjustment, Net
---
---
---
2,739
29,378
10,608
---
---
---
---
---
---
---
---
---
Asset Impairments
(recovery)
---
---
---
157
623
5,295
26
347
1,029
(116)
(64)
221
---
---
(93)
Gain on Embedded
Derivative
---
---
---
---
---
---
---
---
(919)
(4)
(7)
(7)
(7)
(6)
(6)
Pre-Acquisition
Contingency
Adjustment
---
---
---
---
---
---
---
---
---
---
---
178
252
---
---
ADJUSTED EBITDA
30,686
42,478
66,782
61,079
1,585
3,092
21,386
18,546
(2,627)
1,069
10,183
7,482
(4,391)
7,707
14,746
Note:  Adjusted EBITDA is defined in the Company’s credit facilities, as amended from time to time.
a
b
On October 20, 2009, the Company amended and restated its Term Note facility which defines adjusted EBITDA. Adjusted EBITDA excludes non-cash charges for goodwill and other asset impairments,
lower of cost or market charges and stock compensation as well as certain non-recurring charges. As such, the historical information is presented in accordance with the definition above. Concurrent with
the amendment and restatement of the term note facility, the Company entered into an Asset-Backed 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.
Amounts have been retrospectively adjusted as a result of the adoption, effective November 2, 2009, of ASC Subtopic 470-20, “Debt with Conversion and Other Options” as well as certain additional
reclassifications due  to the further integration of RCC and the rationalization of our operations.


1998
1999
2000
2001
2002
2003
2004
2005
2006
2007
2008
b
2009
b
2010
b
Net Income (Loss)
37,318
44,577
44,407
16,535
(33,773)
a
22,800
44,890
51,337
68,946
58,568
73,278
(750,796)
(26,877)
Income Taxes
24,531
32,294
32,866
16,151
19,970
14,758
29,767
37,383
42,213
37,879
48,006
(56,913)
(13,330)
Interest Expense, Net
20,756
35,449
39,069
33,090
21,591
19,777
15,126
16,931
27,353
36,468
31,494
28,856
17,827
Depreciation & Amortization
17,818
28,542
33,487
34,866
22,883
23,007
22,974
24,488
30,292
34,697
34,788
31,986
29,767
401(k) Stock Contributions
2,219
4,144
3,677
3,491
3,581
3,229
5,080
3,849
-
-
-
-
--
-
-
-
-
-
-
-
-
-
Stock-Based Compensation
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
683
3,684
7,161
8,610
9,504
4,835
4,953
Goodwill  & Other Intangible Asset
Impairment
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
622,564
-
-
-
Cash Restructuring Charges
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
1,059
9,052
3,532
Transaction Costs
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
108,748
(76)
Lower of Cost or Market Adjustment, Net
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
2,739
39,986
-
-
-
Asset Impairment
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
157
6,291
1,070
Non-Cash Real Estate Write Down,
Net of Tax
-
-
-
-
-
-
-
-
-
1,330
391
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
Debt Refinancing
-
-
-
1,001
-
-
-
-
-
-
808
-
-
-
9,879
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
Cumulative Effects of Accounting Change, Net
of Tax
-
-
-
-
-
-
-
-
-
-
-
-
65,087
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
Embedded Derivative
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
(937)
Pre-Acquisition Contingency  Adjustment
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
178
ADJUSTED EBITDA
102,642
146,007
153,506
105,463
100,147
83,962
a
128,399
137,672
175,965
176,222
201,025
44,609
16,107
a
Includes a pre-tax non-cash charge of $67.4 million from adopting SFAS No. 142, Goodwill and Other Intangible Assets. 
Note:  Adjusted EBITDA is defined in the Company’s credit facilities, as amended from time to time.
48
Reconciliation of Annual Adjusted EBITDA To Net Income
(Loss)
b
On October 20, 2009, the Company amended and restated its Term Note facility which defines adjusted EBITDA. Adjusted EBITDA excludes non-cash charges for goodwill and other asset impairments, lower of cost or market charges
and stock compensation as well as certain non-recurring charges. As such, the historical information is presented in accordance with the definition above. Concurrent with the amendment and restatement of the term note facility, the
Company entered into an Asset-Backed 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.


(in thousands)
1998
1999
2000
2001
2002
2003
2004
2005
2006
b
2007
b
2008
b,c
2009
b,c
2010
Operating Income (Loss), GAAP Basis
79,309
108,442
113,670
64,825
72,224
57,163
96,976
104,470
137,985
131,720
154,826
(683,318)
(24,587)
Goodwill and Other Intangible Impairments
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
622,564
-
-
-
Goodwill Amortization
-
-
-
11,208
11,468
12,232
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
Lower of Cost or Market Charge
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
2,739
39,986
-
-
-
Change in Control Charges
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
11,168
-
-
-
Restructuring Charges
-
-
-
-
-
-
-
-
-
2,815
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
1,059
9,052
3,532
Asset Impairments
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
157
6,291
1,070
Executive Retirement
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
2,852
-
-
-
-
-
-
Environmental and Other Contingency
Adjustments
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
1,115
178
Nonrecurring Acquisition Expense
2,060
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
Adjusted
Operating
Income
(Loss)
a
81,369
119,650
125,138
79,872
72,224
57,163
96,976
104,470
137,985
131,720
161,633
6,858
(19,807)
b
Amounts have been retrospectively adjusted as a result of the adoption, effective November 2, 2009, of ASC Subtopic 470-20, "Debt with Conversion and Other Options." 
c
Amounts have been retrospectively adjusted as a result of certain reclassifications due to the further integration of RCC and the rationalization of our operations.
49
Reconciliation of Operating Income (Loss) to Adjusted Operating
Income (Loss) Excluding Special Charges
a
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 statement of income.
 
 


For the Year Ended October 31, 2010
Metal Coil Coating
Metal Components
Engineered Building
Systems
Corporate
Consolidated
Operating Income (Loss), GAAP basis
$16,166
$26,791
($18,438)
($49,106)
($24,587)
Restructuring Charges
---
510
3,022
---
3,532
Asset Impairments
---
147
923
---
1,070
Pre-acquisition Contingency Adjustment
---
---
178
---
178
$16,166
$27,448
($14,315)
($49,106)
($19,807)
For the Year Ended November 1, 2009
Metal Coil Coating
Metal Components
Engineered Building Systems
Corporate
Consolidated
Operating Income (Loss), GAAP Basis
($99,689)
($130,039)
($389,007)
($64,583)
($683,318)
Goodwill and Other Intangible Asset Impairment
98,959
147,239
376,366
---
622,564
Lower of Cost or Market Charge
8,102
17,152
14,732
---
39,986
Change in Control Charges
---
---
---
11,168
11,168
Restructuring Charges
103
1,306
7,440
203
9,052
Asset Impairments
---
714
4,368
1,209
6,291
Environmental and Other Contingency Adjustments
---
---
1,115
---
1,115
$7,475
$36,372
$15,014
($52,003)
$6,858
50
Reconciliation of Operating Income (Loss) to Adjusted Operating
Income (Loss) Excluding Special Charges
“Adjusted”
Operating
Income
(Loss)
a
“Adjusted”
Operating
Income
(Loss)
a
a
The Company discloses a tabular comparison of “Adjusted” operating income (loss), which is a non-GAAP measure because it is referred to in the text of our press release and is instrumental in comparing
the results from period to period. “Adjusted” operating income (loss) should not be considered in isolation or as a substitute for operating income (loss) as reported on the face of our statement of
operations.
 
 
 
 


51
Reconciliation of Segment Sales to Third Party Segment Sales
($ in thousands))
Q1
2008
a
Q1 2009
a
Q1 2010
a
Q1 2011
Metal Coil Coating
Total Sales
62,275
14%
41,501
13%
39,031
17%
42,274
18%
Inter-segment
(42,893)
(30,077)
(26,223)
(25,081)
Third Party Sales
19,382
5%
11,424
4%
12,808
7%
17,193
9%
Operating Profit (Loss)
2,687
14%
(63,760)
(558%)
3,119
24%
3,444
20%
Metal Components
Total Sales
145,167
34%
121,480
39%
86,806
38%
90,305
39%
Inter-segment
(21,804)
(20,438)
(16,668)
(16,289)
Third Party Sales
123,363
34%
101,042
39%
70,138
39%
74,016
39%
Operating Profit (Loss)
9,519
8%
(128,607)
(127%)
1,791
3%
353
0%
Engineered Building Systems
Total Sales
226,224
52%
151,848
48%
101,938
45%
101,412
43%
Inter-segment
(7,655)
(4,511)
(2,677)
(2,535)
Third Party Sales
218,569
61%
147,337
57%
99,261
55%
98,877
52%
Operating Profit (Loss)
20,463
9%
(352,214)
(238%)
(5,818)
(6%)
(5,410)
(5%)
Consolidated
Total Sales
433,666
100%
314,829
100%
227,775
100%
233,991
100%
Inter-segment
(72,352)
(55,026)
(45,568)
(43,905)
Third Party Sales
361,314
100%
259,803
100%
182,207
100%
190,086
100%
Operating Profit (Loss)
18,510
5%
(557,833)
b
(214%)
(12,732)
(7%)
(14,136)
(7%)
a
Amounts have been retrospectively adjusted as a result of certain reclassifications due to the further integration of RCC and the rationalization of our operations.
b
Significant special charges include $517.6 million related to goodwill and intangible asset impairments and $29.4 million related to inventory lower of cost or market write downs.


52
Reconciliation of Segment Sales to Third Party Segment Sales
($ in thousands))
Q2
2008
a
Q2 2009
a
Q2 2010
a
Q2 2011
a
H1
2008
a
H1 2009
a
H1 2010
a
H1 2011
a
Metal Coil Coating
Total Sales
80,171
16%
39,526
15%
44,759
18%
47,927
17%
142,446
15%
81,027
14%
83,790
17%
90,201
17%
Inter-segment
(52,883)
(27,313)
(27,663)
(30,942)
(95,776)
(57,390)
(53,886)
(56,023)
Third Party Sales
27,288
7%
12,213
5%
17,096
8%
16,985
7%
46,670
6%
26,637
5%
29,904
8%
34,178
8%
Operating Profit (Loss)
6,698
25%
(42,982)
(352%)
4,092
24%
4,378
26%
9,385
20%
(106,742)
(401%)
7,211
24%
7,822
23%
Metal Components
Total Sales
165,384
33%
101,554
37%
95,069
37%
103,375
37%
310,551
33%
223,034
38%
181,875
38%
193,680
38%
Inter-segment
(26,031)
(14,874)
(20,693)
(20,762)
(47,835)
(35,312)
(37,361)
(37,051)
Third Party Sales
139,353
33%
86,680
39%
74,376
37%
82,613
37%
262,716
34%
187,722
39%
144,514
37%
156,629
38%
Operating Profit (Loss)
15,170
11%
(28,117)
(32%)
5,613
8%
7,400
9%
24,689
9%
(156,724)
(83%)
7,404
5%
7,753
5%
Engineered Building Systems
Total Sales
259,280
51%
128,795
48%
113,403
45%
129,790
46%
485,504
52%
280,643
48%
215,341
45%
231,202
45%
Inter-segment
(10,151)
(3,407)
(3,302)
(3,823)
(17,806)
(7,918)
(5,979)
(6,358)
Third Party Sales
249,129
60%
125,388
56%
110,101
55%
125,967
56%
467,698
60%
272,725
56%
209,362
55%
224,844
54%
Operating Profit (Loss)
25,326
10%
(46,350)
(37%)
(5,649)
(5%)
(154)
(0%)
45,789
10%
(398,564)
(146%)
(11,467)
(5%)
(5,564)
(2%)
Consolidated
Total Sales
504,835
100%
269,875
100%
253,231
100%
281,092
100%
938,501
100%
584,704
100%
481,006
100%
515,083
100%
Inter-segment
(89,065)
(45,594)
(51,658)
(55,527)
(161,417)
(100,620)
(97,226)
(99,432)
Third Party Sales
415,770
100%
224,281
100%
201,573
100%
225,565
100%
777,084
100%
484,084
100%
383,780
100%
415,651
100%
Operating Profit (Loss)
29,538
7%
(132,018)
(59%)
(9,157)
(5%)
(1,844)
(1%)
48,048
6%
(689,851)
b
(143%)
(21,889)
(6%)
(15,980)
(4%)
a
Amounts have been retrospectively adjusted as a result of certain reclassifications due to the further integration of RCC and the rationalization of our operations.
b
Significant special charges include: $104.9 million related to goodwill and intangible asset impairments ($622.6 million YTD); and, $10.6 million related to inventory lower of cost or market write downs
($40.0 million YTD).
b


53
Reconciliation of Segment Sales to Third Party Segment Sales
($ in thousands))
Q3
2008
a
Q3 2009
a
Q3 2010
Q3 2011
Metal Coil Coating
Total Sales
90,731
15%
44,256
15%
51,200
17%
54,472
16%
Inter-segment
(62,842)
(28,196)
(33,315)
(34,651)
Third Party Sales
27,889
6%
16,060
7%
17,885
7%
19,821
8%
Operating Profit (Loss)
11,352
41%
1,016
29%
5,201
29%
5,219
26%
Metal Components
Total Sales
202,826
35%
113,216
37%
115,507
37%
116,050
36%
Inter-segment
(34,367)
(17,134)
(26,090)
(23,049)
Third Party Sales
168,459
35%
96,082
37%
89,417
37%
93,001
35%
Operating Profit (Loss)
32,171
19%
13,128
12%
10,567
12%
6,545
7%
Engineered Building Systems
Total Sales
292,127
50%
129,819
46%
141,446
46%
155,046
48%
Inter-segment
(11,468)
(4,101)
(3,456)
(5,730)
Third Party Sales
280,659
59%
125,718
56%
137,990
56%
149,316
57%
Operating Profit (Loss)
28,506
10%
9,042
2%
(3,112)
(2%)
7,877
5%
Consolidated
Total Sales
585,684
100%
287,291
100%
308,153
100%
325,568
100%
Inter-segment
(108,677)
(49,431)
(62,861)
(63,430)
Third Party Sales
477,007
100%
237,860
100%
245,292
100%
262,138
100%
Operating Profit (Loss)
55,697
12%
10,227
4%
1,076
0%
6,569
3%
a
Amounts have been retrospectively adjusted as a result of certain reclassifications due to the further integration of RCC and the rationalization of our operations.
c


54
Reconciliation of Segment Sales to Third Party Segment Sales
($ in thousands))
Q4 2008
a
Q4 2009
a
Q4 2010
H2
2008
a
H2 2009
a
H2 2010
Metal Coil Coating
Total Sales
72,480
12%
44,614
15%
46,884
16%
163,211
14%
88,870
15%
98,084
16%
Inter-segment
(50,082)
(31,122)
(29,433)
(112,924)
(59,318)
(62,748)
Third Party Sales
22,398
4%
13,492
6%
17,451
7%
50,287
5%
29,552
6%
35,336
7%
Operating Profit (Loss)
8,575
38%
6,037
45%
3,754
22%
19,927
40%
7,053
24%
8,955
25%
Metal Components
Total Sales
201,878
33%
122,484
41%
118,475
39%
404,704
34%
235,700
40%
233,982
39%
Inter-segment
(33,043)
(17,156)
(24,329)
(67,410)
(34,290)
(50,419)
Third Party Sales
168,835
33%
105,328
43%
94,146
39%
337,294
34%
201,410
42%
183,563
38%
Operating Profit (Loss)
25,242
15%
13,557
13%
8,820
9%
57,413
17%
26,685
13%
19,387
11%
Engineered Building Systems
Total Sales
331,484
55%
128,476
44%
133,959
45%
623,611
52%
258,295
44%
275,405
45%
Inter-segment
(14,068)
(3,988)
(4,102)
(25,536)
(8,089)
(7,558)
Third Party Sales
317,416
63%
124,488
51%
129,857
54%
598,075
61%
250,206
52%
267,847
55%
Operating Profit (Loss)
33,857
11%
515
0%
(3,859)
(3%)
62,363
10%
9,557
4%
(6,971)
(3%)
Consolidated
Total Sales
605,842
100%
295,574
100%
299,318
100%
1,191,526
100%
582,865
100%
607,471
100%
Inter-segment
(97,193)
(52,266)
(57,864)
(205,870)
(101,697)
(120,725)
Third Party Sales
508,649
100%
243,308
100%
241,454
100%
985,656
100%
481,168
100%
486,746
100%
Operating Profit (Loss)
51,202
10%
(3,694)
b
(2%)
(3,774)
(2%)
106,899
11%
6,533
b
1%
(2,698)
(1%)
a
Amounts have been retrospectively adjusted as a result of certain reclassifications due to the further integration of RCC and the rationalization of our operations.
b
Significant special charges include: goodwill and intangible asset impairments ($622.6 million YTD); inventory lower of cost or market write downs ($40.0 million YTD); and $11.2 million change of control charges .


55
($ in thousands))
FY
2008
a
FY 2009
a
FY 2010
Metal Coil Coating
Total Sales
305,657
14%
169,897
15%
181,874
17%
Inter-segment
(208,700)
(116,708)
(116,634)
Third Party Sales
96,957
5%
53,189
5%
65,240
7%
Operating Profit (Loss)
29,312
30%
(99,689)
(187%)
16,166
25%
Metal Components
Total Sales
715,255
34%
458,734
39%
415,857
38%
Inter-segment
(115,245)
(69,602)
(87,780)
Third Party Sales
600,010
34%
389,132
40%
328,077
38%
Operating Profit (Loss)
82,102
14%
(130,039)
(33%)
26,791
8%
Engineered Building Systems
Total Sales
1,109,115
52%
538,938
46%
490,746
45%
Inter-segment
(43,342)
(16,007)
(13,537)
Third Party Sales
1,065,773
61%
522,931
55%
477,209
55%
Operating Profit (Loss)
108,152
10%
(389,007)
(74%)
(18,438)
(4%)
Consolidated
Total Sales
2,130,027
100%
1,167,569
100%
1,088,477
100%
Inter-segment
(367,287)
(202,317)
(217,951)
Third Party Sales
1,762,740
100%
965,252
100%
870,526
100%
Operating Profit (Loss)
154,947
9%
(683,318)
b
(71%)
(24,587)
(3%)
a
Amounts have been retrospectively adjusted as a result of certain reclassifications due to the further integration of RCC and the rationalization of our operations.
b
Significant special charges include: goodwill and intangible asset impairments ($622.6 million); inventory lower of cost or market write downs ($40.0 million); and change of control charges  
($11.2 million).
Reconciliation of Segment Sales to Third Party Segment Sales


SUSTAINABILITY
APPENDIX
Green and Energy Efficiency


57
Environmental
and Energy Efficiency
Large municipalities continue to adopt Cool Roof and/or LEED
as permit requirements
Dallas,
TX
Philadelphia,
PA
Chicago,
IL
California 2008 Building Energy Efficiency standards adopted
January 1st with low and steep slope cool roof requirements
California Green Building Standards (CalGreen) requires an
additional 15% energy reduction for state buildings
ASHRAE 189.1 adoption has been slower than expected
International Green Construction Code (IgCC) continues to be
developed and our industry is heavily involved. 
Scheduled
to
publish
in
early
2012.
Will
likely
have
Cool
Roof
and
Air
Barrier
requirements


NCI Green Benefits
58
Metal construction products:
Have 25%-35% post-consumer recycled content
Are highly durable and have long life spans
Are Virtually 100% recyclable
Through the use of Cool Roof colors with improved solar
reflectivity and emissivity values we are able to:
Reduce the heat island effect, which increases environmental
temperatures and exacerbates pollution
Lower energy consumption in warmer climates
Insulated Metal Panels provide higher R-Values per inch,
insulation continuity, and a continuous air barrier, increasing
energy efficiency.  Using less energy:
Decreases Green House Gas emissions
Lowers operating costs
Reduces dependence on foreign fuel
Environmental  
Economic
Health and Community


Regulatory Requirements
0
5
10
15
20
25
30
35
40
2004
2007
2008
Prop. 2010
Edition
Roof
Wall
59
The building envelope is being required to
support many of the regulatory demands to
increase energy efficiency for the complete
building system.
The reduction of air infiltration is the next major step
in code requirements towards improving the energy
efficiency of a building envelope.
NCI manufactures products that meet these requirements today.
R-Value Source: American Society of Heating Refrigeration, and Air
Conditioning Engineers, Energy Standard for Buildings Except Low-Rise Residential Buildings, Versions as noted.
Note: These values are based on averages of all construction types, excluding mass walls and attics, of a representative climate
zone (4).
Assembly Air Filtration Sources:
American Society of Heating Refrigeration, and Air Conditioning Engineers, Energy Standard for Buildings Except Low-Rise Residential Buildings, Addendum bf, First Public Review, June 2009.
MBCI Engineering technical Bulletin Nos. 202-01-00 and 175-01-97, Revised 02-27-2002..
Note: Air infiltration volumes are measured at reference pressures that sometimes don’t match depending on the applicable standard.
In order to compare values, infiltration rates shown have been normalized to ASHRAE’s reference pressure of
1.57 psf.
Actual data ran at the reference pressure will vary somewhat from this.
NCI is an authorized reseller of Metl-Span panels.
®
®
®
R-Value Trends in ASHRAE 90.1
Assembly Air Infiltration
0
0.005
0.01
0.015
0.02
0.025
0.03
0.035
0.04
0.045
Proposed ASHRAE
Maximum
Insulated BattenLok
BattenLok
DoubleLok


0
5
10
15
20
25
30
Primary Energy
Consumption
Weighted
Resource Use
Global Warming
Potential
Acidification
Potential
Human Health
Respiratory
Effects Potential
Eutrophication
Potential
Ozone Depletion
Potential
Smog Potential
ISO 14440 Impact Category
Reinforced Concrete
Glue-Laminated Wood
Conventional
Structural Steel
Metal Building System
Source: Athena Institute EcoCalculator, Version 3.3 for low-rise construction in ASHRAE 90.1 Climate Zone 3, obtained from http://www.athenasmi.org/tools/ecoCalculator/downloadEcoCalculator.php
Note: Data shown is for framing (columns and beams) only.
Data has been normalized to performance of Pre-Engineered Building System (Short Span) which will have a value of 1.0 for all impacts accordingly.
Less
More
60
Life Cycle Assessment
LCA Impacts for Various Types of Framing


61
Photovoltaic Systems
Solar photovoltaic systems are quite suitable to metal
roofs, lowering the lifetime cost per watt.
Decreased installation expense
Roof and module life span compatibility
Lower risk due to the lack of roof penetrations
These systems can be sold in three ways depending on size
and viability as a Power Purchase Agreement (PPA) project:
Predesigned kits
Custom designed systems
Turnkey PPAs through a partner
Thin Film
Crystalline


Photovoltaic Systems
Improved efficiency in low or
inclined light conditions
Factory Applied
Approximately 6 Watts per square
foot rated capacity
More efficient in bright/direct sun
Inexpensive and readily available
locally
Approximately 12 Watts per
square foot rated capacity
Thin Film
Crystalline
62
Actual production can be predicted and design optimized using solar modeling software.
The cost per watt of these two systems varies from $4.75/Watt to $3.00/Watt as the system
size increases.


63
Photovoltaic Systems
Metal is the only roof material that outlives PV system
Saves cost of removal and replacement involved with other roof materials
Penetration-free mounting
Crystalline modules are mechanically connected
Thin-film modules are adhered
Rail systems typically used on flat roof systems can be eliminated
Price point can be justified because it protects a valuable asset
Advantages of Metal Roofs


10943 North Sam Houston Parkway West
Houston, Texas 77064
www.ncilp.com
091211