<PAGE> 1
===============================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------------
FORM 11-K
[X] ANNUAL REPORT PURSUANT TO SECTION 15(D) OF THE SECURITIES EXCHANGE ACT
OF 1934 [NO FEE REQUIRED]
For the fiscal year ended December 31, 1995
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(D) OF THE SECURITIES EXCHANGE
ACT OF 1934 [NO FEE REQUIRED]
----------------------
Commission file number 0-19885
A. Full title of the plan and the address of the plan, if
different from that of the issuer named below:
NCI 401(K) PROFIT SHARING PLAN
B. Name of issuer of the securities held pursuant to the plan and
the address of its principal executive office:
NCI BUILDING SYSTEMS, INC.
7301 FAIRVIEW
HOUSTON, TEXAS 77041
===============================================================================
<PAGE> 2
NCI 401(K) PROFIT SHARING PLAN
Table of Contents
-----------------
* Independent Auditors' Report . . . . . . . . . . . . . . . . . . . . 3
* Statement of Net Assets Available for Benefits . . . . . . . . . . . 4
* Statement of Changes in Net Assets Available for Benefits . . . . . 5
* Notes to Financial Statements . . . . . . . . . . . . . . . . . . 6-8
* Supplemental Schedules:
Schedule of Assets Held for Investment Purposes . . . . . .10
Schedule of Reportable Transactions. . . . . . . . . . . . .11
<PAGE> 3
NCI 401(k) PROFIT SHARING PLAN
AUDITED FINANCIAL STATEMENTS
December 31, 1995 and 1994
<PAGE> 4
CONTENTS
<TABLE>
<CAPTION>
Pages
-----
<S> <C>
Independent Auditors' Report 3
Statement of Net Assets Available for Benefits 4
Statement of Changes in Net Assets Available for Benefits 5
Notes to Financial Statements 6-8
Supplemental Schedules:
Schedule of Assets Held for Investment Purposes 10
Schedule of Reportable Transactions 11
</TABLE>
<PAGE> 5
[SCHULSE HARTWIG RICHTER & COMPANY, LLP LETTERHEAD]
INDEPENDENT AUDITORS' REPORT
August 9, 1996
Board of Trustees
NCI 401(k) Profit Sharing Plan
Houston, Texas
We have audited the accompanying statement of net assets available for benefits
of NCI 401(k) Profit Sharing Plan as of December 31, 1995 and 1994, and the
related statement of changes in net assets available for benefits for the years
then ended. These financial statements are the responsibility of the Board of
Trustees. Our responsibility is to express an opinion on these financial
statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. These standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by the Board of Trustees as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the net assets available for benefits of NCI 401(k)
Profit Sharing Plan as of December 31, 1995 and 1994, and the changes in net
assets available for benefits for the years then ended, in conformity with
generally accepted accounting principles.
Our audit was made for the purpose of forming an opinion on the financial
statements taken as a whole. The accompanying Supplemental Schedules of (1)
Assets Held for Investment Purposes and (2) Reportable Transactions are
presented to comply with the Department of Labor Rules and Regulations for
Reporting and Disclosure under the Employee Retirement Income Security Act of
1974 and are not a required part of the financial statements. The supplemental
schedules have been subjected to the same auditing procedures applied in our
audit of the basic financial statements and, in our opinion, are fairly stated,
in all material respects, in relation to the basic financial statements taken
as a whole.
/s/ SCHULSE HARTWIG RICHTER & COMPANY, LLP
CERTIFIED PUBLIC ACCOUNTANTS
<PAGE> 6
NCI 401(k) PROFIT SHARING PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS
ASSETS
<TABLE>
<CAPTION>
December 31,
-------------------------
1995 1994
---------- -----------
<S> <C> <C>
Investments, at fair value:
Registered investment company funds $1,877,991 $ 1,012,695
NCI stock 5,693,854 3,018,207
Common/collective trusts 354,982 202,810
---------- -----------
7,926,827 4,233,712
---------- -----------
Receivables:
Employer contribution 27,911 392
Participant contribution 20,291 11,513
---------- -----------
48,202 11,905
---------- -----------
Cash 17,676 894
---------- -----------
Total assets 7,992,705 4,246,511
---------- -----------
LIABILITIES
-----------
Trustee fees payable 29,579 -
---------- -----------
Total liabilities 29,579 -
---------- -----------
NET ASSETS AVAILABLE FOR BENEFITS $7,963,126 $ 4,246,511
========== ===========
</TABLE>
See independent auditors' report and accompanying notes to the financial
statements.
-4-
<PAGE> 7
NCI 401(k) PROFIT SHARING PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
<TABLE>
<CAPTION>
Year Ended December 31,
-------------------------
1995 1994
---------- -----------
<S> <C> <C>
Additions to plan assets:
Investment income:
Interest and dividends $ 34,774 $ 18,765
Net appreciation in fair value of investments 1,582,091 5,813
---------- -----------
1,616,865 24,578
---------- -----------
Contributions:
Employer 1,059,123 823,397
Participant 1,303,337 1,000,597
---------- -----------
2,362,460 1,823,994
---------- -----------
TOTAL ADDITIONS 3,979,325 1,848,572
---------- -----------
Deductions from plan assets:
Benefits paid to participants 193,602 92,373
Other benefit payments 21,926 -
Administrative expenses 47,182 17,988
---------- -----------
TOTAL DEDUCTIONS 262,710 110,361
---------- -----------
NET INCREASE IN PLAN ASSETS 3,716,615 1,738,211
Net assets available for benefits:
Beginning of year 4,246,511 2,508,300
---------- -----------
END OF YEAR $7,963,126 $ 4,246,511
========== ===========
</TABLE>
See independent auditors' report and accompanying notes to the financial
statements.
-5-
<PAGE> 8
NCI 401(k) PROFIT SHARING PLAN
NOTES TO FINANCIAL STATEMENTS
December 31, 1995 and 1994
Note 1 - DESCRIPTION OF PLAN
The following description of the NCI 401(k) Profit Sharing Plan (Plan)
provides only general information. Participants should refer to the
Plan agreement for a more complete description of the Plan's
provisions.
GENERAL - The Plan is a defined contribution plan covering all
employees of NCI Building Systems, Inc. and its subsidiaries (Company)
who have completed 1,000 hours of service and have attained the age of
21. The Plan is subject to the provisions of the Employee Retirement
Income Security Act of 1974 (ERISA).
CONTRIBUTIONS - The Plan provides for a matching contribution on an
equal basis to all participants, with a maximum Company contribution.
For the years ended December 31, 1995 and 1994, the Company made a
matching contribution equal to 100 percent of the participant's
contribution, up to 6 percent of the participant's eligible
compensation. The employer contribution totaled $1,059,123 and
$823,397 for the years ended December 31, 1995 and 1994, respectively.
PARTICIPANT ACCOUNTS - Each participant's account is credited with the
participant's contribution and allocation of (a) the Company's
contribution, if any, (b) Plan earnings, and (c) forfeitures of
terminated participants' nonvested accounts in excess of expenses.
Allocations are based on participant earnings or account balances. The
benefit to which a participant is entitled is the benefit that can be
provided from the participant's account.
VESTING - Participants are immediately vested in their voluntary
contributions, plus actual earnings thereon. Vesting in the remainder
of their accounts is based on years of continuous service as follows:
<TABLE>
<CAPTION>
Years of Service Vested Percentage
---------------- -----------------
<S> <C>
Less than Three Years 0%
Three Years 20%
Each additional year 20%
Seven or more years 100%
</TABLE>
EXPENSES - The Company has paid a premium to acquire a $500,000
fidelity bond and also incurs expenses for administration, audit and
tax return preparation for the Plan. The Plan may reimburse the
Company for these expenses through the allocation of forfeitures.
PAYMENT OF BENEFITS - Subsequent to termination of service, a
participant may request to receive payment either in a lump sum amount
equal to the value of his or her vested account balance or to continue
in the trust in such a manner as though the employee had not
terminated his eligibility if the participant's account balance is
greater than $3,500.
INVESTMENT OPTIONS - The Plan offers five investment options in which
the employees may elect to participate. Four of the options are mutual
funds, and the fifth option is the NCI Company Stock Fund. The
Company's matching contribution is made in Company stock.
-6-
<PAGE> 9
NCI 401(k) PROFIT SHARING PLAN
NOTES TO FINANCIAL STATEMENTS
December 31, 1995 and 1994
Note 2 - SUMMARY OF ACCOUNTING POLICIES
Plan assets are stated at fair market value. If available, quoted
market prices are used to value investments.
MANAGEMENT ESTIMATES - The preparation of financial statements in
accordance with generally accepted accounting principles requires the
use of estimates by management.
Note 3 - INVESTMENTS
The Plan's investments are held by a bank-administered trust fund. The
following table presents the fair values of investments. Investments
that represent 5 percent or more of the Plan's net assets are
separately identified.
Investments at fair value as determined by quoted market price:
<TABLE>
<CAPTION>
December 31,
-------------------------
1995 1994
---------- -----------
<S> <C> <C>
Nationsbank Stable Capital Fund $ 354,982 $ 202,810
Nations Balanced Assets Fund 467,384 267,095
Nations Strategic Fixed Income Fund 349,294 214,190
Nations Capital Growth Fund 1,014,976 502,019
NCI Company Stock Fund 5,693,854 3,018,207
Other 46,337 29,391
---------- -----------
$7,926,827 $ 4,233,712
========== ===========
</TABLE>
Note 4 - PLAN TERMINATION
Although the Company has expressed no such intention, the Plan can be
terminated at the Company's election. In the event of Plan
termination, all Plan benefits would become 100 percent vested and
payable to the participants.
Note 5 - TAX STATUS
The Internal Revenue Service has determined and informed the Company
by letter dated March 2, 1995, that the Plan and related trust are
designed in accordance with applicable sections of the Internal
Revenue Code (IRC). The Plan administrator believes that the Plan is
currently being operated in compliance with the applicable
requirements of the IRC.
-7-
<PAGE> 10
NCI 401(k) PROFIT SHARING PLAN
NOTES TO FINANCIAL STATEMENTS
December 31, 1995 and 1994
Note 6 - FUND INFORMATION
The Plan permits participants to direct their investments in any of
the five investment options. Company contributions are made
exclusively in Company stock. Amounts related to these programs are as
follows:
<TABLE>
<CAPTION>
Beginning Net Ending
Balance Change Balance
---------- ---------- -----------
<S> <C> <C> <C>
PARTICIPANT DIRECTED:
Nationsbank Stable Capital $ 202,810 $ 152,172 $ 354,982
Nations Balanced Assets 267,095 200,289 467,384
Nations Strategic Fixed Income 214,190 135,104 349,294
Nations Capital Growth 502,019 512,957 1,014,976
NCI Stock Fund 1,036,391 1,624,230 2,660,621
NONPARTICIPANT DIRECTED:
NCI Stock Fund 1,981,816 1,051,417 3,033,233
Other 29,391 16,946 46,337
</TABLE>
The amounts presented as net change include contributions, withdrawals,
earnings and transfers.
-8-
<PAGE> 11
SUPPLEMENTAL SCHEDULES
<PAGE> 12
NCI 401(k) PROFIT SHARING PLAN
EIN 76-0127701
PN 001
ITEM 27a - Schedule of Assets Held for Investment Purposes
For the Year Ended December 31, 1995
<TABLE>
<CAPTION>
(a) (b) (c) (d) (e)
- -----------------------------------------------------------------------------------------------
Identity of Issue, Description of Investment Cost Current Value
Borrower, Lessor, including Maturity Date, Rate
or Similar Party of Interest, Collateral, Par
or Maturity Value
- -----------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Nationsbank Stable Capital Mutual Fund $ 328,707 $ 354,982
Nations Balanced Assets Mutual Fund $ 456,223 $ 467,384
Nations Strategic Fixed Income Mutual Fund $ 339,380 $ 349,294
Nations Capital Growth Mutual Fund $ 937,718 $ 1,014,976
Nations Treasury Money Market $ 45,149 $ 45,149
Liquidity Fund Money Market $ 1,188 $ 1,188
NCI Stock Qualified Employer Securities $4,049,861 $ 5,693,854
</TABLE>
-10-
<PAGE> 13
NCI 401(k) PROFIT SHARING PLAN
EIN 76-0127701
PN 001
ITEM 27d - Schedule of Reportable Transactions
For the Year Ended December 31, 1995
<TABLE>
<CAPTION>
(a) (b) (c) (d) (e) (f) (g) (h)
- --------------------------------------------------------------------------------------------------------------------------
Identity Description Purchase Selling Lease Expense Cost of Current Net Gain
of Party of Asset Price Price Expense Incurred Asset Value of (Loss)
Involved Assets on
Transaction
Date
- --------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
Category (iii) - A series of transactions
relating to the same issue of securities
in excess of 5% of current value of the
plan assets:
NCI Stock Fund $1,624,283 $1,624,283 $1,624,283
NCI Stork Fund $255,680 $213,707 $255,680 $41,972
Nations Balanced Assets $229,065 $229,065 $229,065
Nations Balanced Assets $48,882 $46,964 $48,882 $1,918
Nations Capital Growth $504,191 $504,191 $504,191
Nations Capital Growth $69,076 $65,130 $69,076 $3,946
Nations Strategic Fixed Inc. $139,448 $139,448 $139,448
Nations Strategic Fixed Inc. $31,191 $31,443 $31,191 ($251)
Nations Stable Capital $233,423 $233,423 $233,423
Nations Stable Capital $98,651 $94,938 $98,651 $3,712
</TABLE>
There were no category (i), (ii) or (iv) reportable transactions during the
year ended December 31, 1995.
-11-
<PAGE> 14
SIGNATURES
THE PLAN. Pursuant to the requirements of the Securities Exchange Act
of 1934, the Trustee for the NCI 401(k) Profit Sharing Plan has duly caused
this annual report to be signed on its behalf by the undersigned hereunto duly
authorized.
NATIONSBANK OF GEORGIA, N.A., TRUSTEE FOR THE
NCI 401(K) PROFIT SHARING PLAN
DATE: OCTOBER 21, 1996 BY: /S/ WILLIAM A. DENTON
---------------------- -----------------------------------------
PRINT NAME: WILLIAM A. DENTON
---------------------------------
TITLE: VICE PRESIDENT
--------------------------------------
10
<PAGE> 15
CONSENT OF INDEPENDENT AUDITORS
We consent to the use of our report dated August 9, 1996 incorporated
by reference in the Registration Statement (Form S-8, File No. 33-52078)
pertaining to the NCI 401(k) Profit Sharing Plan and in the related Prospectus,
with respect to the financial statements and schedules of the NCI 401(k) Profit
Sharing Plan included in this Annual Report (Form 11-K) for the period from
January 1, 1995 to December 31, 1995.
SCHULSE HARTWIG RICHTER & COMPANY, L.L.P.
DALLAS, TEXAS BY: /S/ GLEA RAMEY III
--------------------------------------
OCTOBER 8 , 1996 PRINT NAME: GLEA RAMEY III
--- ------------------------------
TITLE: PARTNER
-----------------------------------
11
