883902--12/22/2010--NCI_BUILDING_SYSTEMS

related topics

{cost, regulation, environmental}

{stock, price, share}

{acquisition, growth, future}

{stock, price, operating}

{customer, product, revenue}

{competitive, industry, competition}

{debt, indebtedness, cash}

{system, service, information}

{tax, income, asset}

{personnel, key, retain}

{property, intellectual, protect}

{gas, price, oil}

Restrictive covenants in the Amended Credit Agreement and the ABL Facility may adversely affect us. We may recognize goodwill or other intangible asset impairment charges. Our businesses are seasonal, and our results of operations during our first two fiscal quarters may be adversely affected by seasonality. Price volatility and supply constraints in the steel market could prevent us from meeting delivery schedules to our customers or reduce our profit margins. We rely on a few major suppliers for our supply of steel, which makes us more vulnerable to supply constraints and pricing pressure, as well as the financial condition of those suppliers. Failure to retain or replace key personnel could hurt our operations. If we are unable to enforce our intellectual property rights or if our intellectual property rights become obsolete, our competitive position could be adversely affected. We incur costs to comply with environmental laws and have liabilities for environmental investigations, cleanups and claims. The industries in which we operate are highly competitive. Our stock price has been and may continue to be volatile. Acquisitions may be unsuccessful if we incorrectly predict operating results or are unable to identify and complete future acquisitions and integrate acquired assets or businesses. Acquisitions subjects us to numerous risks that could adversely affect our results of operations. In connection with the Equity Investment, we entered into a stockholders agreement with the CD R Funds pursuant to which the CD R Funds have substantial governance and other rights and setting forth certain terms and conditions regarding the Equity Investment and the ownership of the CD R Funds shares of Convertible Preferred Stock. The Convertible Preferred Stock issued in connection with the Equity Investment has substantial rights and ranks senior to the common stock. Increases in energy prices will increase our operating costs, and we may be unable to pass all these increases on to our customers in the form of higher prices for our products. The adoption of climate change legislation or regulations restricting emissions of greenhouse gases could increase our operating costs or reduce demand for our products. Breaches of our information system security measures could disrupt our internal operations. Our operations are subject to hazards that may cause personal injury or property damage, thereby subjecting us to liabilities and possible losses, which may not be covered by insurance.

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883902--12/22/2010--NCI_BUILDING_SYSTEMS_INC