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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended: April 30, 2005

Commission file number: 1-14315

NCI BUILDING SYSTEMS, INC.

(Exact name of registrant as specified in its charter)

(281) 897-7788

Registrant’s telephone number, including area code

Former name, former address and former fiscal year, if changed since last report.

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter periods that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  x    No  ¨

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act).    Yes  x    No  ¨

APPLICABLE ONLY TO CORPORATE ISSUERS

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practical date.

Common Stock, $.01 Par Value—21,140,351 shares as of June 7, 2005

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TABLE OF CONTENTS

Part I - Financial Information

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PART I - FINANCIAL INFORMATION

Item 1. Financial Statements.

NCI BUILDING SYSTEMS, INC.

CONSOLIDATED BALANCE SHEETS

(In thousands)

See accompanying notes to condensed consolidated financial statements.

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NCI BUILDING SYSTEMS, INC.

CONSOLIDATED STATEMENTS OF INCOME

(IN THOUSANDS, EXCEPT PER SHARE DATA)

(unaudited)

See accompanying notes to condensed consolidated financial statements.

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NCI BUILDING SYSTEMS, INC.

CONSOLIDATED STATEMENTS OF INCOME

(IN THOUSANDS, EXCEPT PER SHARE DATA)

(unaudited)

See accompanying notes to condensed consolidated financial statements.

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NCI BUILDING SYSTEMS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(IN THOUSANDS)

(unaudited)

See accompanying notes to condensed consolidated financial statements.

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NCI BUILDING SYSTEMS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

APRIL 30, 2005

(unaudited)

NOTE 1 - BASIS OF PRESENTATION

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting only of normal recurring entries) considered necessary for a fair presentation have been included. Operating results for the fiscal three month and fiscal six month periods ended April 30, 2005 are not necessarily indicative of the results that may be expected for the fiscal year ending October 29, 2005. Among the factors that could cause actual results to differ materially are industry cyclicality and seasonality.

For accounting purposes, the Company uses a four-four-five week calendar each quarter with year end on the Saturday closest to October 31.

The Company has no other comprehensive income for the periods presented. The functional currency for the Company’s Mexico operations is the U.S. dollar. Adjustments resulting from the remeasurement of the local currency financial statements into the U.S dollar functional currency, which uses a combination of current and historical exchange rates, are included in net income in the current period. Foreign currency transaction gains and losses are reflected in income for the period.

For further information, refer to the consolidated financial statements and footnotes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended October 30, 2004 filed with the Securities and Exchange Commission.

NOTE 2 – INVENTORIES

The components of inventory are as follows:

NOTE 3 – BUSINESS SEGMENTS

The Company has divided its operations into three reportable segments based upon similarities in product lines, manufacturing processes, marketing and management of its businesses: metal components, engineered building systems and metal coil coating. Products of all three segments use similar basic raw materials. The metal components segment products include metal roof and wall panels, doors, metal partitions, metal trim and other related accessories. The engineered building systems segment includes the manufacturing of main frames, Long Bay® Systems and value added engineering and drafting, which are typically not part of metal components or metal coil coating products or services. The metal coil coating segment consists of cleaning, treating, painting and slitting continuous steel coils before the steel is fabricated. The reporting segments follow the same accounting policies used for the Company’s consolidated financial statements. Management evaluates a segment’s performance based primarily upon operating income before corporate expenses. Intersegment sales are recorded based on weighted average costs and consist of building components provided by the metal components segment to the engineered building systems segment, structural framing provided to the metal components segment by the engineered building systems segment, and hot

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rolled, light gauge painted, and slit material and other services provided by the metal coil coating segment to both of the other segments. The Company is not dependent on any one customer or group of customers. Substantially all of the Company’s sales are made within the United States. Steel represents approximately 70% of the Company’s cost of goods sold. The Company is not dependent on any one source for its supply of steel.

The following table represents sales, operating income and total assets attributable to these business segments for the periods indicated (in thousands, except percentages):

NOTE 4 – STOCK INCENTIVE PLANS

On January 26, 2005, the Board of Directors approved the amending and restating of the 2003 Long-Term Stock Incentive Plan that provides for the grant of stock options, stock appreciation rights, restricted stock awards, performance share awards and phantom stock awards. On March 11, 2005, at the Annual Meeting of Stockholders of the Company, the Company’s stockholders approved the Company’s proposal to adopt the amended and restated plan. All stock options have been granted at an exercise price that equals market price as of the date of grant and have a ten-year term. The restricted stock is generally subject to transfer restrictions that lapse over four years, although certain restricted stock awards have been granted by the Compensation Committee of the Board of Directors with restrictions that lapse over substantially longer periods.

The Company accounts for stock-based employee compensation using the intrinsic value method described in Accounting Principles Board (“APB”) Opinion No. 25 and related interpretations, which generally requires the amount of compensation cost that must be recognized, if any, is the difference between the exercise price and the market price of the underlying stock on the date of the grant. Alternatively, Statement of Financial Accounting Standards (“SFAS”) No. 123, Accounting for Stock-Based Compensation, employs fair value-based measurement and generally results in the recognition of compensation expense for all stock-based awards to employees. SFAS No. 123 currently does not require an entity to adopt these provisions, but rather, permits continued application of APB Opinion No. 25. The Company has elected to continue accounting for its stock-based employee

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compensation plan under APB Opinion No. 25 and related interpretations. Since the exercise price of the Company’s employee stock options equals the market price of the underlying stock on the date of the grant, the Company currently records no compensation expense for its stock option awards. The Company recorded pretax compensation expense of $1.0 million and $1.7 million, respectively, for the three months and six months ended April 30, 2005 for restricted stock grants. There was no compensation expense recorded for restricted stock grants awarded during the same periods in fiscal 2004.

The compensation expense recorded for restricted stock awards under the intrinsic value method is consistent with the expense that would be recorded under the fair value-based method. The following schedule reflects the pro forma impact on net income and earnings per common share of accounting for the Company’s stock option grants using the fair value method, which would result in the recognition of compensation expense over the vesting period for the fair value of stock option grants as computed using the Black-Scholes option-pricing model.

On December 16, 2004, the Financial Accounting Standards Board (“FASB”) issued SFAS No. 123 (revised 2004), Share Based Payment (“SFAS No. 123(R)”), which replaces SFAS No. 123, and supersedes APB Opinion No. 25. SFAS No. 123(R) requires that all stock-based payments to employees, including grants of employee stock options, be recognized as compensation expense in the financial statements based on their fair values. SFAS No. 123(R) also requires that tax benefits associated with these stock-based payments be classified as financing activities in the statement of cash flow rather than operating activities as currently permitted. SFAS No. 123(R) as issued will be effective for interim and annual periods beginning after June 15, 2005. However, on April 14, 2005, the SEC announced the adoption of a new rule that amends the compliance date for SFAS No. 123(R). The SEC’s new rule allows companies to implement SFAS No. 123(R) at the start of their fiscal year beginning after June 15, 2005. Accordingly, the Company will be required to apply SFAS No. 123(R) beginning in the first quarter of the fiscal year ending October 28, 2006. SFAS No. 123(R) offers alternative methods of adopting this final rule. At the present time, the Company has not yet determined which alternative method it will use. Depending on the method the Company adopts to calculate stock-based compensation expense upon the adoption of SFAS No. 123(R), the pro forma disclosure above may not be indicative of the stock-based compensation expense to be recognized in annual periods beginning after June 15, 2005. The adoption of SFAS No. 123(R) is expected to have a material impact on the Company’s results of operations, but no effect to the Company’s financial statement position or cash flow.

NOTE 5 – NET INCOME PER SHARE

Basic earnings per common share is computed by dividing net income by the weighted average number of common shares outstanding. Diluted earnings per common share considers the effect of common stock equivalents. The computations are as follows:

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On November 16, 2004, the Company completed an offering of $180 million of 2.125% convertible senior subordinated notes due 2024 (“Convertible Notes”). Please refer to Note 6 below for additional discussion. Because the Convertible Notes have a net share settlement provision, if, in future reporting periods, the market price of the Company’s common stock is greater than the conversion price of approximately $40.14 per share, the Convertible Notes will be included on an “if converted” basis in the calculation of the Company’s fully diluted EPS. During the three month and six month periods ended April 30, 2005, the average market price of the Company’s common stock was less than the conversion price. Therefore, the Convertible Notes are not included on an “if converted” basis in the calculation of the Company’s fully diluted EPS.

NOTE 6 – CONVERTIBLE DEBT ISSUANCE

On November 16, 2004, the Company completed an offering of Convertible Notes due 2024. The use of proceeds related to the Convertible Notes as of April 30, 2005 were $4.6 million related to the cost associated with the issuance of the Convertible Notes and $27.2 million to pay the cash portion of the purchase price for Heritage Building Systems, Inc. (“HSI”), Steelbuilding.com, Inc. (“SI”) and the Company’s joint venture partner’s 49% interest in its manufacturing facility in Mexico. The Company plans to use the remaining net proceeds of the offering to finance future acquisitions and in the meantime has invested the remaining net proceeds in short-term debt securities or similar investments. If the Company does not apply the proceeds towards either (a) the purchase price of an acquisition or acquisitions within 12 months (and in certain circumstances, 18 months) of November 16, 2004 or (b) the repayment of indebtedness outstanding under its revolving credit facility that was incurred to finance acquisitions, the remaining proceeds will, pursuant to the terms of the Company’s existing senior credit agreement, be applied towards the repayment of the outstanding balance on the Company’s senior term loan.

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The Convertible Notes pay interest semi-annually at the rate of 2.125% per annum. The interest on these Convertible Notes is not deductible for income tax purposes thereby creating a permanent tax difference which is reflected in the Company’s effective tax rate. The Convertible Notes will be convertible into cash or, in certain circumstances, a combination of cash and shares of the Company’s common stock at an initial conversion rate equivalent to 24.9121 shares of common stock per $1,000 principal amount of Convertible Notes, representing a conversion price of approximately $40.14 per common share. The Convertible Notes will be convertible only in specified circumstances relating to, among other things, the trading price of shares of the Company’s common stock during any calendar quarter exceeding 120% of the conversion price then in effect for specified periods of time, subject to certain exceptions, the trading price of the Convertible Notes being less than a specified percentage of the product of the closing price of the Company’s common stock and the applicable conversion rate for five consecutive trading days, the Convertible Notes having been called for redemption by the Company, and the occurrence of certain corporate transactions and designated events. In addition, a make whole premium will be payable in connection with conversions of Convertible Notes made in connection with certain designated events that occur on or prior to November 15, 2009. The Convertible Notes are general unsecured obligations of the Company and will be subordinated to the Company’s present and future senior indebtedness.

The Company will have the right to redeem the Convertible Notes beginning on November 20, 2009 at a redemption price equal to par plus accrued and unpaid interest (including additional amounts), if any. Holders of the Convertible Notes will have the right to require the Company to repurchase all or some of their Convertible Notes on November 15, 2009, November 15, 2014 and November 15, 2019 at a repurchase price equal to par plus accrued and unpaid interest (including additional amounts), if any. Upon the occurrence of certain designated events, holders of the Convertible Notes will also have the right to require the Company to purchase all or some of their Convertible Notes at a redemption price equal to par plus accrued and unpaid interest (including additional amounts), if any and, in certain circumstances, a make whole premium.

NOTE 7 - ACQUISITIONS

On December 8, 2004, the Company purchased substantially all of the operating assets of HSI and SI affiliated companies headquartered in North Little Rock, Arkansas. The purchase price for the two companies was approximately $25.4 million plus assumed liabilities of approximately $2.1 million. The purchase price consisted of $17.2 million in cash, $2.2 million of receivables owed to the Company by HSI and SI at the time of closing and $6 million in restricted NCI Common Stock (199,767 shares). The transaction was accounted for using the purchase method. Purchase price allocation is subject to further review of the asset valuations of $8.7 million. The excess of cost over the fair value of the acquired assets was approximately $13 million. The $6 million in restricted NCI Common Stock relates to 10 year non-compete agreements which will be expensed by the Company ratably over the term of the agreements.

On December 13, 2004, the Company purchased its joint venture partner’s 49% minority interest in the Company’s manufacturing facility in Monterrey, Mexico for approximately $10 million in cash. The transaction was accounted for using the purchase method. Purchase price allocation is subject to further review of the fixed asset valuation of $2.6 million. The excess of cost over the fair value of the acquired assets was approximately $6 million.

Although the above acquisitions are subject to further purchase price allocation changes, management does not anticipate any material changes in the purchase price allocation.

The above acquisitions were not material, individually or in the aggregate, and accordingly, pro forma information has not been provided.

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NOTE 8 – CONTINGENCIES

In late 2003 and early 2004, a number of lawsuits were filed against several of the Company’s operating subsidiaries by Bethlehem Steel Corporation and National Steel Corporation in their respective bankruptcy proceedings, seeking reimbursement of preferential transfers allegedly made by the respective debtors in the 90 day period preceding their bankruptcy filings. Bethlehem alleges it made preferential payments to the Company’s subsidiaries of approximately $7.7 million, while National claims preferential payments in the aggregate amount of $6.3 million. The Company has denied the material allegations in the lawsuits and is vigorously defending against these claims. The Company believes these legal proceedings will not have a material adverse effect on its business, consolidated financial condition or results of operations.

The Company discovered the existence of polychlorinated biphenyls and heavy metals at its Metal Prep Houston site, which is located in an industrial area in Houston, Texas. Soil borings have been sampled and analyzed to determine the impact on the soil at this site, and the findings indicate that remediation of the site will likely be necessary. The Company has filed an application with the Texas Commission of Environmental quality (“TCEQ”) for entry into the Voluntary Cleanup Program. Based upon an analysis of projected remediation costs of the known contamination, the Company currently estimates that it will spend approximately $2.5 million to remediate this site, which includes future environmental consulting fees, oversight expenses and additional testing expenses. The Company has made a total accrual of $2.5 million ($1.5 million and $1.0 million in fiscal 2003 and 2004, respectively) to cover the estimated anticipated costs of remediation of these environmental issues. The Company is, however, still in the process of conducting sampling activities, the results of which may require it to change its current work plan. Because cleanup has not yet started and is expected to be a very complex process that may require changes in the current plan as the work progresses, because the Company is still in discussions with TCEQ as to the extent of additional investigation that needs to be performed to fully delineate the issues, and because the Company will need to work with both state and federal regulators to complete the investigation and remediation, the Company is not able to give assurance that actual costs will not exceed its estimate, perhaps significantly. The Company has a contractual indemnity by the immediate prior owner of the property, which it believes obligates that party to reimburse its response costs with respect to this condition. The Company has brought suit against the prior owner asserting this indemnity, and that party has disputed liability. The Company has also joined other potentially responsible parties in the litigation and against which the Company is seeking contribution and/or indemnification. However, it is possible that the Company’s efforts to obtain reimbursement of its response costs at this site may not be successful or may not prove to be cost effective for it. The Company has not recorded any receivables for potential reimbursements from third parties.

On September 8, 2004, the Company filed suit in the 280th Judicial District Court of Harris County, Texas against Johnie Schulte, its former President and CEO, because it believes he is violating covenants he has with the Company prohibiting him from using or divulging its confidential information, soliciting its employees to leave the Company’s employment, and competing with the Company. In its petition, the Company asked the court to rule that the covenants made by Mr. Schulte are enforceable and to enjoin Mr. Schulte from further violations. Prior to filing the lawsuit, the Company conducted an investigation in an effort to determine whether Mr. Schulte was in violation of the restrictive covenants. The Company also asked the court to declare that it could terminate a stream of payments totaling approximately $3.6 million over a period of ten years to and/or for the benefit of Mr. Schulte because he has violated these covenants.

The Company was notified during the first quarter of 2005 by the Internal Revenue Service of its intent to examine the income tax return for its 2003 fiscal year. Management does not believe that the results of this examination will have a material impact on the Company’s results of operations.

From time to time, the Company is involved in various other legal proceedings and contingencies considered to be in the ordinary course of business. While the Company is not able to predict whether it will incur any liability in excess of insurance coverages or to accurately estimate the damages, or the range of damages, if any, the Company might incur in connection with these legal proceedings, the Company believes these legal proceedings will not have a material adverse effect on its business, consolidated financial condition or results of operations.

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NCI BUILDING SYSTEMS, INC.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

FORWARD LOOKING STATEMENTS

This Quarterly Report includes statements concerning the Company’s expectations, beliefs, plans, objectives, goals, strategies, future events or performance and underlying assumptions and other statements that are not historical facts. These statements are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Actual results may differ materially from those expressed or implied by these statements. In some cases, the Company’s forward-looking statements can be identified by the words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “forecast,” “goal,” “intend,” “may,” “objective,” “plan,” “potential,” “predict,” “projection,” “should,” “will” or other similar words. The Company has based its forward-looking statements on its management’s beliefs and assumptions based on information available to the Company’s management at the time the statements are made. The Company cautions that assumptions, beliefs, expectations, intentions and projections about future events may and often do vary materially from actual results. Therefore, the Company cannot give assurance that actual results will not differ materially from those expressed or implied by the Company’s forward-looking statements. Accordingly, investors are cautioned not to place undue reliance on any forward-looking information, including any earnings guidance. Although the Company believes that the expectations reflected in the forward-looking statements are reasonable, these expectations and the related statements are subject to risks, uncertainties, and other factors that could cause the actual results to differ materially from those projected. These risks, uncertainties, and other factors include, but are not limited to:

The Company expressly disclaims any obligations to release publicly any updates or revisions to these forward-looking statements to reflect any changes in its expectations.

OVERVIEW

NCI Building Systems, Inc. is one of North America’s largest integrated manufacturers and marketers of products for the non-residential construction industry. The Company designs, manufactures and markets metal components and engineered building systems and provides metal coil coating services primarily for non-residential construction use. It manufactures and distributes extensive lines of metal products for the non-residential construction market under multiple brand names through a nationwide network of plants and distribution centers. The Company sells its products for both new construction and repair and retrofit applications.

Metal components offer builders, designers, architects and end-users several advantages, including lower long-term costs, longer life, attractive aesthetics and design flexibility. Similarly, engineered building systems offer a number of advantages over traditional construction alternatives, including shorter construction time, more efficient use of materials, lower construction costs, greater ease of expansion and lower maintenance costs.

Sales and earnings are influenced by general economic conditions, interest rates, the price of steel relative to other building materials, the level of non-residential construction activity, roof repair and retrofit demand and the availability and cost of financing for construction projects.

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One of the primary challenges facing the Company both short and long-term is the volatility in the price of steel, the primary raw material used by the Company. Steel represents approximately 70% of the Company’s cost of goods sold. The Company is not dependent on any one source for its supply of steel. The steel industry is cyclical in nature and steel prices are influenced by numerous factors beyond the Company’s control, including general economic conditions, competition, labor costs, production costs, import duties and other trade restrictions. Beginning in the second quarter of fiscal 2004, there were unusually rapid and significant increases in steel prices and severe shortages in the steel industry due in part to increased demand from China’s expanding economy and high energy prices. Supply and prices from the domestic steel manufacturers and available foreign spot purchases began stabilizing during the Company’s fourth fiscal quarter and largely stabilized during the second fiscal quarter of 2005. Based upon the Company’s sales for the first half of fiscal 2005, it expects that sales for the remainder of the fiscal year will follow historical seasonal patterns with sales increasing in the third and fourth quarters.

In assessing the state of the metal construction market, the Company relies upon various industry associations, third party research, and various government reports such as industrial production and capacity utilization. One such industry association is the Metal Building Manufacturers Association (“MBMA”), which provides summary member sales information and promotes the design and construction of metal buildings and metal roofing systems. Another is McGraw-Hill Construction Information Group which the Company looks to for reports of actual and forecasted growth in various construction related industries, including the overall non-residential construction market. For the first six months of fiscal 2005, McGraw-Hill’s Dodge Report square footage was off 6.9% from the same period in the prior year. MBMA, which does not include all industry participants, reported a 9.3% decline in tons shipped for January through March compared to the same period in the previous year. While acknowledging the lower level of activity in the non-residential sector, Dodge is forecasting growth for calendar year 2005 of 3%. This forecast means the sector must have substantial growth during the last eight months of the calendar year to overcome this slow start.

Inventory decreased 9% to $126.0 million at April 30, 2005 from $138.4 million at October 30, 2004 primarily due to the reduction in purchases. Although the inventory levels may not decline to the historical levels when consignment programs were in place, the Company is continuing to actively manage its inventory requirements. During the remaining half of fiscal 2005, inventory is expected to increase slightly to meet higher seasonal demand but is expected to end the year between current levels and approximately $120.0 million.

During the first six months of fiscal 2005, the Company continued to position itself to execute its internal and external growth strategy by issuing $180 million aggregate principal amount of 2.125% convertible senior subordinated notes (“Convertible Notes”) in November 2004. In December 2004, the Company completed the acquisitions of Heritage Building Systems (“HSI”) and Steelbuilding.com (“SI”) in an effort to increase its retail sales and the buyout of its joint venture partner’s 49% interest in its Mexico operations to give the Company more control and flexibility of that business. The Company is currently engaged in a thorough analysis of its markets to evaluate potential acquisitions and is working with an investment banking team to assist it in this process.

RESULTS OF OPERATIONS

The Company has divided its operations into three reportable segments based upon similarities in product lines, manufacturing processes, marketing and management of its businesses: metal components, engineered building systems and metal coil coating. Products of all three segments use similar basic raw materials. The metal components segment products include metal roof and wall panels, doors, metal partitions, metal trim and other related accessories. The engineered building systems segment includes the manufacturing of main frames, Long Bay^® Systems and value added engineering and drafting, which are typically not part of metal components or metal coil coating products or services. The metal coil coating segment consists of cleaning, treating, painting and slitting continuous steel coils before the steel is fabricated. The reporting segments follow the same accounting policies used for the Company’s consolidated financial statements. Management evaluates a segment’s performance based primarily upon operating income before corporate expenses. Intersegment sales are recorded based on weighted average costs and consist of building components provided by the metal components segment to the engineered building systems segment, structural framing provided to the metal components segment by the engineered building systems segment, and hot rolled, light gauge painted, and slit material and other services provided by the metal coil coating segment to both of the other segments. The Company is not dependent on any one customer or group of customers. Substantially all of the Company’s sales are made within the United States. Steel represents approximately 70% of the Company’s cost of goods sold. The Company is not dependent on any one source for its supply of steel.

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The following table represents sales, operating income and total assets attributable to these business segments for the periods indicated (in thousands, except percentages):

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NCI BUILDING SYSTEMS, INC.

FISCAL THREE MONTHS ENDED APRIL 30, 2005 COMPARED TO FISCAL THREE MONTHS ENDED MAY 1, 2004

Consolidated sales for the three months ended April 30, 2005 were $250.6 million, down 2%, compared with $254.7 million for the three months ended May 1, 2004. The slight consolidated sales decline was due to 9% and 19% decreases in sales in the metal components and metal coil coating segments, respectively, offset by an 18% increase in sales in the engineered building systems segment. The engineered building systems segment’s backlog at April 30, 2005 was $195.6 million compared to $170.4 million at the end of the first quarter of fiscal 2005 and $146.1 million at the end of fiscal 2004. Intersegment sales represent products and services provided among the three segments for metal components, engineered building systems and metal coil coating and were $20.3 million, $5.2 million and $29.0 million, respectively, for the three months ended April 30, 2005.

Metal Components sales decreased 9%, to $131.9 million, in the three months ended April 30, 2005 compared to $144.4 million in the prior year’s period. This $12.5 million decrease was primarily attributable to customers ordering in advance of announced selling price increases last fiscal year and a more competitive market in fiscal 2005 for non-residential construction including repairs and retrofit applications. Metal components accounted for 53% of total consolidated sales in the three months ended April 30, 2005 compared to 57% in the three months ended May 1, 2004.

Operating income of the metal components segment was $18.1 million in the three months ended April 30, 2005, unchanged from the second quarter of fiscal 2004. The reduction in volumes sold by the segment was offset by improved efficiencies and margins with a decrease in selling and administrative expenses. As a percentage of segment sales, operating income in the three months ended April 30, 2005 was 14% compared to 13% in the three months ended May 1, 2004.

Engineered Building Systems sales were $93.5 million for the three months ended April 30, 2005 compared with $78.9 million for the prior year’s period, representing an 18% increase primarily attributable to higher prices compared to the second quarter of fiscal 2004. Engineered building systems accounted for 37% of total consolidated sales in the three months ended April 30, 2005 compared to 31% in the three months ended May 1, 2004.

Operating income of the engineered building systems segment increased in the three months ended April 30, 2005 to $8.9 million, compared to $0.4 million in the prior year. This $8.5 million increase resulted from an $8.1 million increase in gross profit attributable to the Company being able to adjust its prices to compensate for higher steel prices, as well as a $0.4 million decrease in selling and administrative expenses. As a percentage of segment sales, operating income in the three months ended April 30, 2005 was 9% compared to 1% in the three months ended May 1, 2004.

Metal Coil Coating sales decreased 19%, to $25.2 million, in the three months ended April 30, 2005 compared to $31.3 million in the prior year. This was primarily attributable to shifting production capacity to internal uses for the metal components and engineered building systems segments. Intersegment sales increased 19% to $29.0 million for the three months ended April 30, 2005 compared to $24.4 million in the prior year’s period. Metal coil coating accounted for 10% of total consolidated sales in the three months ended April 30, 2005 compared to 12% in the three months ended May 1, 2004.

Operating income of the metal coil coating segment decreased by 49%, to $3.6 million, compared to $7.1 million in the prior year. This $3.5 million decrease was primarily due to a decrease in gross profit As a percentage of segment sales, operating income in the three months ended April 30, 2005 was 14% compared to 23% in the three months ended May 1, 2004.

Consolidated selling, general and administrative expenses, consisting of engineering, drafting, selling and administrative costs, increased 2% to $41.4 million, in the three months ended April 30, 2005 compared to $40.7 million in the prior year’s period. This $0.7 million increase consists primarily of expenses associated with HSI and SI ($2.4 million) which were acquired during the year and compensation expense associated with restricted

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stock grants ($1.0 million), offset by lower bad debt expense ($2.0 million) as the Company collected over $7.0 million of past due trade receivables during the quarter, a reduction of expenses related to general liability insurance ($1.1 million) resulting from lower claims and case settlements during the quarter, and all other ($0.4 million). As a percentage of total consolidated sales, selling, general and administrative expenses for the three months ended April 30, 2005 were 17% compared to 16% in the three months ended May 1, 2004.

Consolidated interest expense for the three months ended April 30, 2005 decreased by 17%, to $3.6 million compared to $4.3 million for the prior year’s period. This decrease was primarily due to the lower interest rate attributable to the 2.125% convertible senior subordinated notes as compared to the 9.25% senior subordinated notes that were outstanding in fiscal 2004 but were redeemed during the third quarter of fiscal 2004.

Consolidated provision for income taxes for the three months ended April 30, 2005 increased 36%, to $7.1 million compared to $5.3 million for the prior year’s period due to a 38% increase in pre tax earnings for the same period. The effective tax rate for the three months ended April 30, 2005 was 40.0%. The difference between federal income taxes computed at the federal statutory rate and reported income taxes for the three month period was due to state and local income taxes, unbenefitted foreign losses, and certain expenses that are not deductible for federal tax purposes including non-deductible interest expense on the $180 million aggregate principal amount of 2.125% convertible senior subordinated notes.

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FISCAL SIX MONTHS ENDED APRIL 30, 2005 COMPARED TO FISCAL SIX MONTHS ENDED MAY 1, 2004

Consolidated sales for the six months ended April 30, 2005 were $495.8 million compared with $470.1 million for the first six months of fiscal year 2004. Sales were up 5% due to a 25% increase in the engineered building systems segment offset by a 16% decrease in sales in the metal coil coating segment. Sales for the metal components segment were flat compared to last year. Intersegment sales represent products and services provided among the three segments for metal components, engineered building systems and metal coil coating and were $35.8 million, $9.3 million and $55.2 million, respectively, for the six months ended April 30, 2005.

Metal Components sales were down slightly to $262.1 million in the six months ended April 30, 2005 compared to $262.8 million in the prior year’s period. This reduction is primarily attributable to higher sales in the 2004 period, as customers bought in advance of record steel price increases. Metal components accounted for 53% of total consolidated sales in the six months ended April 30, 2005 compared to 56% in the six months ended May 1, 2004.

Operating income of the metal components segment increased 20% in the six months ended April 30, 2005 to $35.1 million compared to $29.3 million in the prior year. Of this $5.8 million increase, $5.0 million resulted from an increase in gross profit and $0.8 million from a decrease in selling and administrative expenses. As a percentage of segment sales, operating income in the six months ended April 30, 2005 was 13% compared to 11% in the six months ended May 1, 2004.

Engineered Building Systems sales were $181.9 million for the six months ended April 30, 2005 compared with $145.8 million for the prior year’s period, representing a 25% increase primarily attributable to higher prices compared to the first half of fiscal 2004. Engineered building systems accounted for 37% of total consolidated sales in the six months ended April 30, 2005 compared to 31% in the six months ended May 1, 2004.

Operating income of the engineered building systems segment increased in the six months ended April 30, 2005 by 257%, to $16.1 million, compared to $4.5 million in the prior year. This $11.6 million increase resulted from a $12.5 million increase in gross profit offset by a $0.9 million increase in selling and administrative expenses. As a percentage of segment sales, operating income in the six months ended April 30, 2005 was 9% compared to 3% in the six months ended May 1, 2004.

Metal Coil Coating sales decreased 16%, to $51.8 million, in the six months ended April 30, 2005 compared to $61.5 million in the prior year. This was primarily attributable to shifting production capacity to internal uses for the metal components and engineered building systems segments. Intersegment sales increased 29% to $55.2 million for the six months ended April 30, 2005 compared to $42.8 million in the prior year’s period. Metal coil coating accounted for 10% of total consolidated sales in the six months ended April 30, 2005 compared to 13% in the six months ended May 1, 2004.

Operating income of the metal coil coaters segment decreased by 38% to $8.1 million, compared to $13.1 million in the prior year. Of this $5.0 million decrease, $5.1 million resulted from a decrease in gross profit offset by a $0.1 million decrease in selling and administrative expenses. As a percentage of segment sales, operating income in the six months ended April 30, 2005 was 16% compared to 21% in the six months ended May 1, 2004.

Consolidated selling, general and administrative expenses, consisting of engineering, drafting, selling and administrative costs, increased 4% to $80.1 million, in the six months ended April 30, 2005 compared to $76.9 million in the prior year’s period. This $3.2 million increase consists primarily of expenses associated with HSI and SI ($3.2 million) which were acquired during the year, higher accrual for employee bonuses and commissions ($1.9 million) and compensation expense associated with restricted stock grants ($1.7 million), offset by lower health care costs ($2.1 million) related to more favorable medical group claims experienced than previously estimated, bad debt expense ($1.4 million) as the Company had improved collections during the year, and all other ($0.1 million). As a percentage of total consolidated sales, selling, general and administrative expenses for the six months ended April 30, 2005 and May 1, 2004 were 16%.

Consolidated interest expense for the six months ended April 30, 2005 decreased by 24%, to $6.7 million compared to $8.9 million for the prior year’s period. This decrease was primarily due to the lower interest rate attributable to the 2.125% convertible senior subordinated notes as compared to the 9.25% senior subordinated notes that were outstanding in fiscal 2004 but were redeemed during the third quarter of fiscal 2004.

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Consolidated provision for income taxes for the six months ended April 30, 2005 increased 56%, to $14.5 million compared to $9.3 million for the prior year’s period. The effective tax rate for the six months ended April 30, 2005 was 40.3%. The difference between federal income taxes computed at the federal statutory rate and reported income taxes for the six month period was due to state and local income taxes, unbenefitted foreign losses, and certain expenses that are not deductible for federal tax purposes including non-deductible interest expense on the $180 million aggregate principal amount of 2.125% convertible senior subordinated notes.