January 16, 2015

NCI Building Systems Completes Acquisition of CENTRIA

HOUSTON, January 16, 2015 — NCI Building Systems, Inc. (NYSE: NCS), one of North America’s largest integrated manufacturers of metal products for the nonresidential building industry, announced today that it has closed its previously announced acquisition of CENTRIA, a leading provider of architectural insulated metal panel (IMP) wall and roof systems and coil coating services for a net cash price of $245 million. NCI intends to immediately begin cross-company integration.

Norman C. Chambers, NCI’s Chairman, President and Chief Executive Officer, commented, “We are pleased and proud to welcome CENTRIA into the NCI family, and expect significant opportunities for growth and margin-expansion as insulated metal panels continue to gain share in the underpenetrated North American nonresidential construction market. The acquisition of CENTRIA underscores NCI’s longstanding commitment to strengthen its position as a leading manufacturer of insulated metal panel products for the cold storage, commercial and industrial and architectural metal panel markets. We see significant opportunities to leverage CENTRIA’s position in the architectural IMP segment of the nonresidential market for the benefit of our loyal customer base and all of our stakeholders. “

As previously disclosed CENTRIA is expected to be accretive to NCI’s earnings beginning in the fourth quarter of fiscal 2015, excluding transaction related charges and amortization of short-lived intangibles, and is expected to yield annualized run-rate synergies of approximately $7 million within 18 to 24 months of closing. In addition, as a result of the CENTRIA acquisition, NCI expects to receive incremental tax basis in the assets of CENTRIA estimated to be $200 million, expected to result in reductions to NCI’s cash payments for income taxes over the next several years. After adjusting for targeted annualized synergies and the tax cash flow benefit, the adjusted purchase price is approximately 7 times CENTRIA’s trailing twelve month EBITDA as of September 30, 2014.

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 and Mexico, with additional sales and distribution offices throughout the United States and Canada.

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. The words such as “believe,” “guidance,” “potential,” “anticipate,” “plan,” “expect,” “should,” “will,” “forecast” or similar expressions are intended to identify forwardlooking statements in this press release. These forward-looking statements reflect our current expectations, assumptions 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, our ability to integrate CENTRIA with our business or to realize the anticipated benefits of the acquisition of CENTRIA (the “Acquisition”); industry cyclicality and seasonality and adverse weather conditions; ability to service the Company’s debt, including additional debt to finance the Acquisition; fluctuations in customer demand and other patterns; raw material pricing and supply; competitive activity and pricing pressure; general economic conditions affecting the construction industry; financial fluctuations in the U.S. and abroad; 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 November 2, 2014, and other reports we file 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. NCI expressly disclaims any obligation to release publicly any updates or revisions to these forwardlooking statements, whether as a result of new information, future events, or otherwise.