Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Jan. 31, 2017 | Mar. 03, 2017 | |
Document and Entity Information [Abstract] | ||
Entity Registrant Name | Quanex Building Products Corporation | |
Trading Symbol | NX | |
Entity Central Index Key | 1,423,221 | |
Current Fiscal Year End Date | --10-31 | |
Entity Filer Category | Large Accelerated Filer | |
Document Type | 10-Q | |
Document Period End Date | Jan. 31, 2017 | |
Document Fiscal Year Focus | 2,017 | |
Document Fiscal Period Focus | Q1 | |
Amendment Flag | false | |
Entity Common Stock, Shares Outstanding | 34,425,373 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands | Jan. 31, 2017 | Oct. 31, 2016 |
Current assets: | ||
Cash and cash equivalents | $ 14,074 | $ 25,526 |
Accounts receivable, net of allowance for doubtful accounts of $276 and $251 | 62,754 | 83,625 |
Inventories, net (Note 3) | 92,225 | 84,335 |
Prepaid and other current assets | 7,879 | 10,488 |
Total current assets | 176,932 | 203,974 |
Property, plant and equipment, net of accumulated depreciation of $254,286 and $245,128 | 196,903 | 198,497 |
Goodwill (Note 4) | 218,213 | 217,035 |
Intangible assets, net (Note 4) | 150,345 | 154,180 |
Other assets | 7,927 | 6,667 |
Total assets | 750,320 | 780,353 |
Current liabilities: | ||
Accounts payable | 41,198 | 47,781 |
Accrued liabilities | 28,944 | 55,101 |
Income taxes payable (Note 8) | 1,153 | 732 |
Current maturities of long-term debt (Note 5) | 17,630 | 10,520 |
Total current liabilities | 88,925 | 114,134 |
Long-term debt (Note 5) | 254,829 | 259,011 |
Deferred Tax Liabilities, Net, Noncurrent | 9,004 | 8,167 |
Deferred income taxes (Note 8) | 15,567 | 18,322 |
Other liabilities | 13,714 | 12,888 |
Total liabilities | 382,039 | 412,522 |
Commitments and contingencies (Note 9) | ||
Stockholders’ equity: | ||
Preferred stock, no par value, shares authorized 1,000,000; issued and outstanding - none | 0 | 0 |
Common stock, $0.01 par value, shares authorized 125,000,000; issued 37,512,907 and 37,560,249, respectively; outstanding 34,425,473 and 34,220,496, respectively | 375 | 376 |
Additional paid-in-capital | 254,139 | 254,540 |
Retained earnings | 208,617 | 214,047 |
Accumulated other comprehensive loss | (35,933) | (38,765) |
Less: Treasury stock at cost, 3,087,434 and 3,339,753 shares, respectively | (58,917) | (62,367) |
Total stockholders’ equity | 368,281 | 367,831 |
Total liabilities and stockholders' equity | $ 750,320 | $ 780,353 |
Condensed Consolidated Balance3
Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - USD ($) $ in Thousands | Jan. 31, 2017 | Oct. 31, 2016 |
Statement of Financial Position [Abstract] | ||
Allowance for doubtful accounts | $ 276 | $ 251 |
Accumulated depreciation of property, plant and equipment | $ 254,286 | $ 217,512 |
Preferred stock, no par value | $ 0 | $ 0 |
Preferred stock, shares authorized | 1,000,000 | 1,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value (in usd per share) | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 125,000,000 | 125,000,000 |
Common stock, shares issued | 37,512,907 | 37,560,249 |
Common stock, shares outstanding | 34,425,473 | 34,220,496 |
Treasury stock, shares | 3,087,434 | 3,339,753 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Income (Loss) (Unaudited) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | |
Jan. 31, 2017 | Jan. 31, 2016 | |
Income Statement [Abstract] | ||
Net sales | $ 195,096 | $ 201,468 |
Cost and expenses: | ||
Cost of sales (excluding depreciation and amortization) | 154,947 | 159,348 |
Selling, general and administrative | 27,445 | 31,288 |
Restructuring charges | 1,139 | 0 |
Depreciation and amortization | 15,406 | 12,970 |
Operating loss | (3,841) | (2,138) |
Non-operating (expense) income: | ||
Interest expense | (2,160) | (6,491) |
Other, net | 661 | (2,361) |
Loss before income taxes | (5,340) | (10,990) |
Income tax benefit | 1,614 | 3,741 |
(Loss) income from continuing operations | (3,726) | (7,249) |
Net loss | $ (3,726) | $ (7,249) |
Basic (loss) income per common share: | ||
From continuing operations (in usd per share) | $ (0.11) | $ (0.21) |
Loss per share, basic (in usd per share) | (0.11) | (0.21) |
Diluted (loss) income per common share: | ||
Loss per share, diluted (in usd per share) | $ (0.11) | $ (0.21) |
Weighted-average common shares outstanding: | ||
Basic (in shares) | 34,055 | 33,763 |
Diluted (in shares) | 34,055 | 33,763 |
Cash dividends per share (in usd per share) | $ 0.04 | $ 0.04 |
Condensed Consolidated Stateme5
Condensed Consolidated Statements of Comprehensive Income (Loss) (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Jan. 31, 2017 | Jan. 31, 2016 | |
Statement of Comprehensive Income [Abstract] | ||
Net income (loss) | $ (3,726) | $ (7,249) |
Other comprehensive income (loss): | ||
Foreign currency translation adjustments gain (loss) | 2,832 | (10,025) |
Other comprehensive income (loss) | 2,832 | (10,025) |
Comprehensive loss | $ (894) | $ (17,274) |
Condensed Consolidated Stateme6
Condensed Consolidated Statements of Cash Flow (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Jan. 31, 2017 | Jan. 31, 2016 | |
Operating activities: | ||
Net income (loss) | $ (3,726) | $ (7,249) |
Adjustments to reconcile net loss to cash provided by operating activities: | ||
Depreciation and amortization | 15,406 | 12,970 |
Stock-based compensation | 2,226 | 1,527 |
Deferred income tax | (3,684) | (6,158) |
Excess tax benefit from share-based compensation | (87) | (1) |
Other, net | 1,241 | 1,012 |
Changes in assets and liabilities, net of effects from acquisitions: | ||
Decrease in accounts receivable | 21,143 | 20,912 |
Increase in inventory | (7,622) | (4,499) |
(Increase) decrease in other current assets | (438) | 1,178 |
Decrease in accounts payable | (7,232) | (8,305) |
Decrease in accrued liabilities | (18,928) | (11,879) |
Increase in income taxes payable | 2,761 | 300 |
Increase in deferred pension and postretirement benefits | 837 | 684 |
Increase in other long-term liabilities | 366 | 361 |
Other, net | (226) | (74) |
Cash provided by operating activities | 2,037 | 779 |
Investing activities: | ||
Acquisitions, net of cash acquired | (8,497) | (245,946) |
Capital expenditures | (8,141) | (8,652) |
Proceeds from disposition of capital assets | 390 | 561 |
Cash used for investing activities | (16,248) | (254,037) |
Financing activities: | ||
Borrowings under credit facility | 24,000 | 332,800 |
Repayments of credit facility borrowings | (20,875) | (68,500) |
Payments of Debt Issuance Costs | 0 | (8,349) |
Repayments of other long-term debt | (429) | (546) |
Common stock dividends paid | (1,372) | (1,362) |
Issuance of common stock | 1,383 | 2,920 |
Excess tax benefit from share-based compensation | 87 | 1 |
Cash provided by financing activities | 2,794 | 256,964 |
Effect of exchange rate changes on cash and cash equivalents | (35) | 917 |
(Decrease) increase in cash and cash equivalents | (11,452) | $ 4,623 |
Cash and cash equivalents at beginning of period | 25,526 | |
Cash and cash equivalents at end of period | $ 14,074 |
Condensed Consolidated Stateme7
Condensed Consolidated Statement of Stockholders' Equity - 3 months ended Jan. 31, 2017 - USD ($) $ in Thousands | Total | Common Stock | Additional Paid-in Capital | Retained Earnings | Accumulated Other Comprehensive Income (Loss) | Treasury Stock |
Balance at beginning of period at Oct. 31, 2016 | $ 367,831 | $ 376 | $ 254,540 | $ 214,047 | $ (38,765) | $ (62,367) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net loss | (3,726) | (3,726) | ||||
Foreign currency translation adjustment | 2,832 | 2,832 | ||||
Common dividends ($0.04 per share) | (1,372) | (1,372) | ||||
Stock-based compensation activity: | ||||||
Expense related to stock-based compensation | 2,226 | 2,226 | 0 | |||
Stock Issued During Period, Value, Stock Options Exercised | 1,383 | (76) | (240) | 1,699 | ||
Tax effect from share-based compensation | 63 | |||||
Adjustment to Additional Paid in Capital, Income Tax Effect from Share-based Compensation, Net | 63 | |||||
Restricted stock awards granted | 0 | (1,752) | 1,752 | |||
Other | (956) | (1) | (862) | (92) | 0 | (1) |
Balance at end of period at Jan. 31, 2017 | $ 368,281 | $ 375 | $ 254,139 | $ 208,617 | $ (35,933) | $ (58,917) |
Condensed Consolidated Stateme8
Condensed Consolidated Statement of Stockholders' Equity (Parenthetical) - $ / shares | 3 Months Ended | |
Jan. 31, 2017 | Jan. 31, 2016 | |
Statement of Stockholders' Equity [Abstract] | ||
Common stock, dividends per share (in usd per share) | $ 0.04 | $ 0.04 |
Nature of Operations and Basis
Nature of Operations and Basis of Presentation | 3 Months Ended |
Jan. 31, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Nature of Operations and Basis of Presentation | Nature of Operations and Basis of Presentation Quanex Building Products Corporation is a component supplier to original equipment manufacturers (OEMs) in the building products industry. These components can be categorized as window and door (fenestration) components and kitchen and bath cabinet components. Examples of fenestration components include: (1) energy-efficient flexible insulating glass spacers, (2) extruded vinyl profiles, (3) window and door screens, and (4) precision-formed metal and wood products. We also manufacture cabinet doors and other components for OEMs in the kitchen and bathroom cabinet industry. In addition, we provide certain other non-fenestration components and products, which include solar panel sealants, wood flooring, trim moldings, vinyl decking, fencing, water retention barriers, and conservatory roof components. We have organized our business into three reportable operating segments. For additional discussion of our reportable operating segments, see Note 14, "Segment Information." We use low-cost, short lead-time production processes and engineering expertise to provide our customers with specialized products for their specific window, door, and cabinet applications. We believe these capabilities provide us with unique competitive advantages. We serve a primary customer base in North America and the United Kingdom, and also serve customers in international markets through our operating plants in the United Kingdom and Germany, as well as through sales and marketing efforts in other countries. Unless the context indicates otherwise, references to "Quanex", the "Company", "we", "us" and "our" refer to the consolidated business operations of Quanex Building Products Corporation and its subsidiaries. The accompanying interim condensed consolidated financial statements include the accounts of Quanex Building Products Corporation. All intercompany accounts and transactions have been eliminated in consolidation. These financial statements have been prepared by us, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission (SEC). Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America (U.S. GAAP) have been condensed or omitted pursuant to such rules and regulations. The condensed consolidated balance sheet as of October 31, 2016 was derived from audited financial information, but does not include all disclosures required by U.S. GAAP. The accompanying financial statements should be read in conjunction with the audited consolidated financial statements and the notes thereto, included in our Annual Report on Form 10-K for the fiscal year ended October 31, 2016 . In our opinion, the accompanying financial statements contain all adjustments (which consist of normal recurring adjustments, except as disclosed herein) necessary to fairly present our financial position, results of operations and cash flows for the interim periods. The results of operations for the periods presented are not necessarily indicative of the results to be expected for the full year or for any future periods. In preparing financial statements, we make informed judgments and estimates that affect the reported amounts of assets and liabilities as of the date of the financial statements and affect the reported amounts of revenues and expenses during the reporting period. We review our estimates on an on-going basis, including those related to impairment of long lived assets and goodwill, contingencies and income taxes. Changes in facts and circumstances may result in revised estimates and actual results may differ from these estimates. Restructuring We accrue one-time severance costs pursuant to an approved plan of restructuring at the communication date, when affected employees have been notified of the potential severance and sufficient information has been provided for the employee to calculate severance benefits, in the event the employee is involuntarily terminated. In addition, we accrue costs associated with the termination of contractual commitments including operating leases at the time the lease is terminated pursuant to the lease provisions or in accordance with another agreement with the landlord. Otherwise, we continue to recognize operating lease expense through the cease-use date. After the cease-use date, we determine if our operating lease payments are at market. We assume sublet of the facility at the market rate. To the extent our lease obligations exceed the fair value rentals, we discount to arrive at the present value and record a liability. If the facility is not sublet, we expense the amount of the rental in the current period. For other costs directly related to the restructuring effort, such as equipment moving costs, we expense in the period incurred. In October 2016, we announced the closure of three operating plants, two related to our United States vinyl operations, and one related to our kitchen and bathroom cabinet door business in Mexico. We expensed $1.1 million and $0.5 million pursuant to these restructuring efforts during the three-month period ended January 31, 2017 and the year ended October 31, 2016, respectively. Our facility lease obligations were deemed to be at fair market value and we have not yet negotiated exit from these lease obligations. We expect to continue to incur costs related to equipment moves, potential fixed asset retirements and inventory adjustments related to these restructuring efforts during fiscal 2017. In addition, we evaluated the remaining depreciable lives of property, plant and equipment that will be abandoned or otherwise disposed as of the cease-use date of these plants. In October 2016, we recorded a change in estimate associated with the remaining useful lives of these assets which resulted in an increase in depreciation expense of $1.6 million for the three months ended January 31, 2017 and $1.0 million for the year ended October 31, 2016. We continue to evaluate our property, plant and equipment with regard to these restructuring efforts and are determining the best use of this equipment within our business. We may incur additional accelerated depreciation or gains or losses on asset disposals as management concludes this analysis. Concurrently, we evaluated the remaining service lives of intangible assets with defined lives associated with our United States vinyl extrusion business and recorded a change in estimate associated with the remaining useful lives of a customer relationship intangible and a utility process intangible asset resulting in an increase in amortization expense of $0.9 million for the three months ended January 31, 2017 and $0.3 million for the year ended October 31, 2016, and we expect to incur incremental amortization expense totaling $1.0 million associated with these intangible assets during the remainder of fiscal 2017. |
Acquisitions
Acquisitions | 3 Months Ended |
Jan. 31, 2017 | |
Business Combinations [Abstract] | |
Acquisitions | Acquisitions Woodcraft On November 2, 2015, we completed a merger of QWMS, Inc., a Delaware corporation which was a newly-formed and wholly-owned Quanex subsidiary, and WII Holding, Inc. (WII), a Delaware corporation. Upon satisfaction or waiver of conditions set forth in the merger agreement, QWMS, Inc. merged with and into WII, and WII became our wholly-owned subsidiary, and, as a result, we acquired all the subsidiaries of WII (referred to collectively as Woodcraft). Woodcraft is a manufacturer of cabinet doors and other components to OEMs in the kitchen and bathroom cabinet industry. Woodcraft operates 12 plants within the United States. We paid $245.9 million in cash, net of cash acquired and including certain holdbacks with regard to potential indemnity claims, and received less than $0.1 million from the sellers as a working capital true-up, resulting in goodwill totaling $113.7 million. For the period from the date of acquisition, November 2, 2015 through January 31, 2016, our consolidated operating results included revenues of $48.5 million and a net loss of $0.3 million , respectively, associated with Woodcraft. We recorded a charge of $0.6 million related to restructuring efforts at Woodcraft for the three months ended January 31, 2017. See Note 1, "Nature of Operations and Basis of Presentation - Restructuring." We believe this acquisition expanded our business into a new segment of the building products industry, which is experiencing favorable growth and which is less susceptible to the impact of seasonality due to inclement weather. The Woodcraft purchase price is summarized in the table below. As of Date of (In thousands) Net assets acquired: Accounts receivable $ 23,944 Inventory 29,552 Prepaid and other current assets 4,081 Property, plant and equipment 63,154 Goodwill 113,747 Intangible assets 62,900 Other non-current assets 24 Accounts payable (4,620 ) Accrued expenses (9,492 ) Deferred income tax liabilities, net (37,386 ) Net assets acquired $ 245,904 Consideration: Cash, net of cash and cash equivalents acquired and working-capital true-up received $ 245,904 We used recognized valuation techniques to determine the fair value of the assets and liabilities, including the income approach for customer relationships, with a discount rate that reflects the risk of the expected future cash flows. Intangible assets related to the Woodcraft acquisition included $62.8 million of customer relationships and other intangibles of less than $0.1 million , with original estimated useful lives of 12 years and 1 year, respectively. These intangible assets are being amortized on a straight-line basis. The goodwill balance is not deductible for tax purposes. Woodcraft is allocated entirely to our North American Cabinet Components reportable operating segment. HLP As more fully described in our Annual Report on Form 10-K for the year ended October 31, 2016, we acquired the outstanding ownership shares of an extruder of vinyl lineal products and manufacturer of other plastic products incorporated and registered in England and Wales ("HLP") on June 15, 2015. The purchase agreement contained an earn-out provision which is calculated as a percentage of earnings before interest, tax and depreciation and amortization for a specified period, as defined in the purchase agreement. Pursuant to this earn-out provision, the former owner could select a base year upon which to calculate the earn-out (one of the next three succeeding twelve-month periods ended July 31). In August 2016, the former owner selected the twelve-month period ended July 31, 2016 as the measurement period for the earn-out calculation. On November 7, 2016, we paid $8.5 million to settle the earn-out, which included a foreign currency adjustment of $0.1 million . We have included this earn-out payment under the caption "Acquisitions, net of cash acquired" in the accompanying cash flow statement for the three months ending January 31, 2017. We assumed operating leases associated with the HLP acquisition for which our lessors are entities that were either wholly-owned subsidiaries or affiliates of HLP prior to the acquisition, and in which a former owner, who is now our employee, has an ownership interest. These leases include our primary operating facilities, a finished goods warehouse and a mixing plant. The lease for the manufacturing plant has a 20 -year term which began in 2007, the lease for the warehouse has a 15 -year term which began in 2012, and the lease for the mixing plant has a 13.5 -year term which began in 2013. We have recorded rent expense pursuant to these agreements of approximately $0.3 million and $0.4 million for the three -month periods ended January 31, 2017 and 2016. Commitments under these lease arrangements are included in our operating lease commitments as disclosed in our Annual Report on Form 10-K for the year ended October 31, 2016. |
Inventories
Inventories | 3 Months Ended |
Jan. 31, 2017 | |
Inventory Disclosure [Abstract] | |
Inventories | Inventories Inventories consisted of the following at January 31, 2017 and October 31, 2016 : January 31, October 31, (In thousands) Raw materials $ 52,299 $ 50,584 Finished goods and work in process 42,548 36,886 Supplies and other 2,593 1,859 Total 97,440 89,329 Less: Inventory reserves 5,215 4,994 Inventories, net $ 92,225 $ 84,335 Fixed costs related to excess manufacturing capacity, if any, have been expensed in the period they were incurred and, therefore, are not capitalized into inventory. Our inventories at January 31, 2017 and October 31, 2016 were valued using the following costing methods: January 31, October 31, (In thousands) LIFO $ 5,106 $ 4,017 FIFO 87,119 80,318 Total $ 92,225 $ 84,335 During interim periods, we estimate a LIFO reserve based on our expectations of year-end inventory levels and costs. If our calculations indicate that an adjustment at year-end will be required, we may record a proportionate share of this amount during the period. At year-end, we calculate the actual LIFO reserve and record an adjustment for the difference between the annual calculation and any estimates recognized during the interim periods. Because the interim projections are subject to many factors beyond our control, the results could differ significantly from the year-end LIFO calculation. We recorded no interim LIFO reserve adjustment for the three -month periods ended January 31, 2017 and 2016 . For inventories valued under the LIFO method, replacement cost exceeded the LIFO value by approximately $1.1 million at January 31, 2017 and October 31, 2016 . |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 3 Months Ended |
Jan. 31, 2017 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets | Goodwill and Intangible Assets Goodwill The change in the carrying amount of goodwill for the three months ended January 31, 2017 was as follows: Three Months Ended January 31, 2017 (In thousands) Beginning balance as of November 1, 2016 $ 217,035 Foreign currency translation adjustment 1,178 Balance as of the end of the period $ 218,213 During the fourth fiscal quarter of 2016 , we evaluated our goodwill balances for indicators of impairment and performed our annual goodwill impairment test to determine the recoverability of these assets. At our annual testing date, August 31, 2016, we had six reportable units with goodwill balances. Three of these units were included in our NA Engineered Components segment, two units were included in our EU Engineered Components segment, and our NA Cabinet Components segment had one unit. One reporting unit included in our NA Engineered Components segment, our United States vinyl extrusion business, recorded an impairment charge of $12.6 million, or 100% of the remaining goodwill for this unit, as more fully described at Note 1, "Nature of Operations, Basis of Presentation and Significant Accounting Policies - Long-Lived Assets - Goodwill" in our Annual Report on Form 10-K for the year ended October 31, 2016. Identifiable Intangible Assets Amortizable intangible assets consisted of the following as of January 31, 2017 and October 31, 2016 : January 31, 2017 October 31, 2016 Gross Carrying Amount Accumulated Amortization Gross Carrying Accumulated (In thousands) Customer relationships $ 153,151 $ 38,879 $ 152,146 $ 35,693 Trademarks and trade names 55,791 27,184 55,481 26,288 Patents and other technology 24,585 17,119 24,571 16,037 Other 100 100 100 100 Total $ 233,627 $ 83,282 $ 232,298 $ 78,118 In October 2016, we recorded a change in estimate with regard to the remaining service lives of certain intangible assets and recorded incremental amortization expense of $0.3 million and $0.9 million for the year ended October 31, 2016 and the three months ended January 31, 2017, respectively. See additional disclosure at Note 1, "Nature of Operations, Basis of Presentation and Significant Accounting Policies - Restructuring." For the three -month periods ended January 31, 2017 and 2016 , we had aggregate amortization expense related to intangible assets of $5.4 million and $3.2 million , respectively. Estimated remaining amortization expense, assuming current intangible balances and no new acquisitions, for each of the fiscal years ending October 31, is as follows (in thousands): Estimated Amortization Expense 2017 (remaining nine months) $ 13,269 2018 15,964 2019 15,176 2020 14,117 2021 12,399 Thereafter 79,420 Total $ 150,345 |
Debt and Capital Lease Obligati
Debt and Capital Lease Obligations | 3 Months Ended |
Jan. 31, 2017 | |
Debt Disclosure [Abstract] | |
Debt and Capital Lease Obligations | Debt and Capital Lease Obligations Debt consisted of the following at January 31, 2017 and October 31, 2016 : January 31, October 31, (In thousands) Revolving Credit Facility $ 125,000 $ 120,000 Term Loan A 146,250 148,125 City of Richmond, Kentucky Industrial Building Revenue Bonds 400 400 Capital lease obligations 3,345 3,683 Unamortized deferred financing fees (2,536 ) (2,677 ) Total debt $ 272,459 $ 269,531 Less: Current maturities of long-term debt 17,630 10,520 Long-term debt $ 254,829 $ 259,011 As described in our Annual Report on Form 10-K for the year ended October 31, 2016, on July 29, 2016, we refinanced and retired our prior credit facilities and entered into a $450.0 million credit agreement comprised of a $150.0 million Term Loan A and a $300.0 million revolving credit facility (collectively, the “Credit Agreement”), with Wells Fargo Bank, National Association, as Agent, Swingline Lender and Issuing Lender, and Bank of America, N.A. serving as Syndication Agent. The Credit Agreement has a five-year term, maturing on July 29, 2021, and requires interest payments calculated, at our election and depending upon our Consolidated Leverage Ratio, at either a Base Rate plus an applicable margin or the LIBOR Rate plus an applicable margin. At the time of the initial borrowing, the applicable rate was LIBOR + 2.00% . In addition, we are subject to commitment fees for the unused portion of the Credit Agreement. The applicable margin and commitment fees are outlined in the following table: Pricing Level Consolidated Leverage Ratio Commitment Fee LIBOR Rate Loans Base Rate Loans I Less than or equal to 1.50 to 1.00 0.200% 1.50% 0.50% II Greater than 1.50 to 1.00, but less than or equal to 2.25 to 1.00 0.225% 1.75% 0.75% III Greater than 2.25 to 1.00, but less than or equal to 3.00 to 1.00 0.250% 2.00% 1.00% IV Greater than 3.00 to 1.00 0.300% 2.25% 1.25% In the event of default, outstanding borrowings would accrue interest at the Default Rate, as defined, whereby the obligations will bear interest at a per annum rate equal to 2% above the total per annum rate otherwise applicable. The term loan portion of the Credit Agreement requires quarterly principal payments on the last business day of each fiscal quarter in accordance with a stated repayment schedule. Required aggregate principal repayments total $11.3 million for the succeeding twelve-month period, and are included in the accompanying condensed consolidated balance sheet under the caption “Current Maturities of Long-term Debt.” No stated principal payments are required under the revolving credit portion of the Credit Agreement, except upon maturity. If our Consolidated Leverage Ratio is less than 2.25 to 1.00, then we are required to make mandatory prepayments of “excess cash flow” as defined in the agreement. The Credit Agreement contains a: (1) Consolidated Fixed Charge Coverage Ratio requirement whereby we must not permit the Consolidated Fixed Charge Coverage Ratio, as defined, to be less than 1.10 to 1.00, and (2) Consolidated Leverage Ratio requirement, as summarized by period in the following table: Period Maximum Ratio Closing Date through January 30, 2017 3.50 to 1.00 January 31, 2017 through January 30, 2018 3.25 to 1.00 January 31, 2018 and thereafter 3.00 to 1.00 In addition to maintaining these financial covenants, the Credit Agreement also limits our ability to enter into certain business transactions, such as to incur indebtedness or liens, to acquire businesses or dispose of material assets, make restricted payments, pay dividends (limited to $10.0 million per year) and other transactions as further defined in the Credit Agreement. Substantially all of our domestic assets, with the exception of real property, are utilized as collateral for the Credit Agreement. As of January 31, 2017 , we had $271.3 million of borrowings outstanding under the Credit Agreement (reduced by unamortized debt issuance costs of $2.5 million ), $5.8 million of outstanding letters of credit and $3.7 million outstanding under capital leases and other debt vehicles. We had $169.2 million available for use under the Credit Agreement at January 31, 2017. These borrowings outstanding under the Credit Agreement accrue interest at 2.8% per annum. Our weighted average borrowing rate for borrowings outstanding during the three months ended January 31, 2017 and 2016 was 2.65% and 6.02% , respectively. We were in compliance with our debt covenants as of January 31, 2017. Other Debt Instruments We maintain certain capital lease obligations related to equipment purchases. In conjunction with the acquisition of HLP, we assumed additional capital lease obligations of approximately $7.7 million . These capital lease obligations relate to equipment purchases and accrue interest at an average rate of 4.9% , and extend through the year 2020 . As of January 31, 2017 , our obligations under the HLP capital leases total $3.3 million , of which $1.6 million is classified as the current portion of long-term debt and $1.8 million is classified as long-term debt on the accompanying unaudited condensed consolidated balance sheet. |
Retirement Plans
Retirement Plans | 3 Months Ended |
Jan. 31, 2017 | |
Compensation and Retirement Disclosure [Abstract] | |
Retirement Plans | Retirement Plans Pension Plan Our non-contributory, single employer defined benefit pension plan covers a majority of our employees in the United States excluding employees of recent acquisitions. Employees of acquired companies may be covered after a transitional period. The net periodic pension cost for this plan for the three -month periods ended January 31, 2017 and 2016 was as follows: Three Months Ended January 31, 2017 2016 (In thousands) Service cost $ 926 $ 795 Interest cost 212 196 Expected return on plan assets (457 ) (423 ) Amortization of net loss 143 68 Net periodic benefit cost $ 824 $ 636 During 2016, we contributed $3.7 million to fund our plan, and we expect to make a contribution to our plan in September 2017 of approximately $3.9 million . Other Plans We also have a supplemental benefit plan covering certain executive officers and a non-qualified deferred compensation plan covering members of the Board of Directors and certain key employees. As of January 31, 2017 and October 31, 2016 , our liability under the supplemental benefit plan was approximately $2.8 million and $2.7 million , respectively, and the liability associated with the deferred compensation plan was approximately $3.7 million and $3.5 million , respectively. We record the current portion of liabilities associated with these plans under the caption "Accrued Liabilities," and the long-term portion under the caption "Other Liabilities" in the accompanying condensed consolidated balance sheets. |
Warranty Obligations
Warranty Obligations | 3 Months Ended |
Jan. 31, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
Warranty Obligations | Warranty Obligations We accrue warranty obligations as we recognize revenue associated with certain products. We make provisions for our warranty obligations based upon historical experience of costs incurred for such obligations adjusted, as necessary, for current conditions and factors. There are significant uncertainties and judgments involved in estimating our warranty obligations, including changing product designs, differences in customer installation processes and future claims experience which may vary from historical claims experience. Therefore, the ultimate amount we incur as warranty costs in the near and long-term may not be consistent with our current estimate. A reconciliation of the activity related to our accrued warranty, including both the current and long-term portions (reported in accrued liabilities and other liabilities, respectively, on the accompanying condensed consolidated balance sheet) follows: Three Months Ended January 31, 2017 (In thousands) Beginning balance as of November 1, 2016 $ 446 Provision for warranty expense 13 Change in accrual for preexisting warranties 11 Warranty costs paid (56 ) Total accrued warranty as of the end of the period $ 414 Less: Current portion of accrued warranty 243 Long-term portion of accrued warranty $ 171 |
Income Taxes
Income Taxes | 3 Months Ended |
Jan. 31, 2017 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes To determine our income tax expense for interim periods, consistent with accounting standards, we apply the estimated annual effective income tax rate to year-to-date results. Our estimated annual effective tax rates for the three -month periods ended January 31, 2017 and 2016 were 30.2% and 34.0% , respectively. The 2016 effective rate was impacted by an additional discrete benefit item for the R&D credit which was made permanent in December 2015. Excluding this item, the effective tax rate would have been 32.0% . The acquisition of Woodcraft in November 2015 established a net noncurrent deferred tax liability of $37.4 million primarily reflecting the book to tax basis difference in intangibles, fixed assets and inventory. As of January 31, 2017 , our liability for uncertain tax positions (UTP) of $0.6 million relates to certain state tax items regarding the interpretation of tax laws and regulations. Judgment is required in assessing the future tax consequences of events that have been recognized in our financial statements or tax returns. The final outcome of the future tax consequences of legal proceedings, if any, as well as the outcome of competent authority proceedings, changes in regulatory tax laws, or interpretation of those tax laws could impact our financial statements. We are subject to the effect of these matters occurring in various jurisdictions. The disallowance of the UTP would not materially affect the annual effective tax rate. We do not believe any of the UTP at January 31, 2017 will be recognized within the next twelve months. We evaluate the likelihood of realization of our deferred tax assets by considering both positive and negative evidence. We believe there is no need for a valuation allowance of the federal net operating losses. We will continue to evaluate our position throughout the year. We maintain a valuation allowance for certain state net operating losses which totaled $1.3 million at January 31, 2017 . |
Contingencies
Contingencies | 3 Months Ended |
Jan. 31, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
Contingencies | Contingencies Remediation and Environmental Compliance Costs Under applicable state and federal laws, we may be responsible for, among other things, all or part of the costs required to remove or remediate wastes or hazardous substances at locations we, or our predecessors, have owned or operated. From time to time, we also have been alleged to be liable for all or part of the costs incurred to clean up third-party sites where there might have been an alleged improper disposal of hazardous substances. At present, we are not involved in any such matters. From time to time, we incur routine expenses and capital expenditures associated with compliance with existing environmental regulations, including control of air emissions and water discharges, and plant decommissioning costs. We have not incurred any material expenses or capital expenditures related to environmental matters during the past three fiscal years, and do not expect to incur a material amount of such costs in fiscal 2017. While we will continue to have future expenditures related to environmental matters, any such amounts are impossible to reasonably estimate at this time. Based upon our experience to date, we do not believe that our compliance with environmental requirements will have a material adverse effect on our operations, financial condition or cash flows. Spacer Migration We were notified by certain customers through our German operation that the vapor barrier employed on certain spacer products manufactured prior to March 2014 may permit spacer migration in certain extreme circumstances. This product does not have a specific customer warranty, but we have received claims from customers related to this issue, which we continue to investigate. The balance of the accrual for this matter at October 31, 2016 and January 31, 2017 was $0.8 million , respectively. During the three months ended January 31, 2017 , we incurred additional claims of $0.4 million and settled $0.4 million of claims. We cannot estimate any future liability with regard to unasserted claims. We evaluate this reserve at each balance sheet date. We investigate any claims, but we are not obligated to honor any future claims. Litigation From time to time, we, along with our subsidiaries, are involved in various litigation matters arising in the ordinary course of our business, including those arising from or related to contractual matters, commercial disputes, intellectual property, personal injury, environmental matters, product performance or warranties, product liability, insurance coverage and personnel and employment disputes. We regularly review the status of all on-going proceedings with legal counsel and maintain insurance against these risks to the extent deemed prudent by our management and to the extent insurance is available. Given our defenses and existing insurance coverage, we believe that the ultimate disposition of our pending litigation matters will not, individually or in the aggregate, have a material adverse effect on us. However, there is no assurance that we will prevail in these matters, and we could, in the future, incur judgments, enter into settlements of claims or revise our expectations regarding the outcome of matters we face, which could materially impact our results of operations. For example, we are currently party to litigation incidental to our business relating to alleged defects in a sealant product manufactured and sold by one of our subsidiaries during the 2000s. One such claim is currently scheduled for a trial beginning in March 2017, and the plaintiff in that case is seeking a substantial amount in monetary damages from us and four other co-defendants. Related claims are expected to follow. While we strongly believe that our product was not defective and that we will prevail in this and related claims, the ultimate resolution and impact of the litigation is not presently determinable. Nevertheless, after taking into account all currently available information, advice of counsel, and our existing insurance coverage, we believe that the eventual outcome of this litigation will not have a material adverse effect on our overall financial condition, results of operations or cash flows, and we have not recorded any accrual with regard to claims associated with this litigation. |
Derivative Instruments
Derivative Instruments | 3 Months Ended |
Jan. 31, 2017 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivative Instruments | Derivative Instruments Our derivative activities are subject to the management, direction, and control of the Chief Financial Officer and Chief Executive Officer. Certain transactions in excess of specified levels require further approval from the Board of Directors. The nature of our business activities requires the management of various financial and market risks, including those related to changes in foreign currency exchange rates. We have historically used foreign currency forwards and options to mitigate or eliminate certain of those risks at our subsidiaries. We use foreign currency contracts to offset fluctuations in the value of accounts receivable and accounts payable balances that are denominated in currencies other than the United States dollar, including the Euro, British Pound and Canadian Dollar. Currently, we do not enter into derivative transactions for speculative or trading purposes. We are exposed to credit loss in the event of nonperformance by the counterparties to our derivative transactions. We attempt to mitigate this risk by monitoring the creditworthiness of our counterparties and limiting our exposure to individual counterparties. In addition, we have established master netting agreements in certain cases to facilitate the settlement of gains and losses on specific derivative contracts. We have not designated any of our derivative contracts as hedges for accounting purposes in accordance with the provisions under the Accounting Standards Codification Topic 815 "Derivatives and Hedging " (ASC 815). Therefore, changes in the fair value of these contracts and the realized gains and losses are recorded in the unaudited condensed consolidated statements of income (loss) for the three -month periods ended January 31, 2017 and 2016 as follows (in thousands): Three Months Ended January 31, Location of gains: 2017 2016 Other, net Foreign currency derivatives 144 154 We have chosen not to offset any of our derivative instruments in accordance with the provisions of ASC 815. Therefore, the assets and liabilities are presented on a gross basis on our accompanying condensed consolidated balance sheets. Less than $0.1 million of fair value related to foreign currency derivatives was included in prepaid and other current assets as of January 31, 2017 and October 31, 2016, and less than $0.1 million of fair value related to foreign currency derivatives was included in accrued liabilities as of January 31, 2017 . The following table summarizes the notional amounts and fair value of outstanding derivative contracts at January 31, 2017 and October 31, 2016 (in thousands): Notional as indicated Fair Value in $ January 31, October 31, January 31, October 31, Foreign currency derivatives: Sell EUR, buy USD EUR $ 4,179 $ 5,251 $ (37 ) $ (79 ) Sell CAD, buy USD CAD 136 186 — 1 Sell GBP, buy USD GBP 95 187 — (1 ) Buy EUR, sell GBP EUR 73 130 — 1 Buy USD, sell EUR USD 36 1 — — For the classification in the fair value hierarchy, see Note 11, "Fair Value Measurement of Assets and Liabilities", included herewith. |
Fair Value Measurement of Asset
Fair Value Measurement of Assets and Liabilities | 3 Months Ended |
Jan. 31, 2017 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurement of Assets and Liabilities | Fair Value Measurement of Assets and Liabilities Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The fair value hierarchy distinguishes between (1) market participant assumptions developed based on market data obtained from independent sources (observable inputs) and (2) an entity's own assumptions about market data developed based on the best information available in the circumstances (unobservable inputs). The fair value hierarchy consists of three broad levels, which gives the highest priority to Level 1 and the lowest priority to Level 3. The three levels of the fair value hierarchy are described below: • Level 1 - Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities. • Level 2 - Inputs other than quoted prices included within Level 1 that are observable for the asset or liability either directly or indirectly including quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active; inputs other than quoted prices that are observable for the asset or liability (e.g., interest rates) and inputs that are derived principally from or corroborated by observable market data by correlation or other means. • Level 3 - Inputs that are both significant to the fair value measurement and unobservable. The following table summarizes the assets and liabilities measured on a recurring basis per the fair value hierarchy (in thousands): January 31, 2017 October 31, 2016 Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total Assets Foreign currency derivatives $ — $ — $ — $ — $ — $ 2 $ — $ 2 Total assets $ — $ — $ — $ — $ — $ 2 $ — $ 2 Liabilities Foreign currency derivatives $ — $ 37 $ — $ 37 $ — $ 80 $ — $ 80 Contingent consideration — — — — — — 8,376 8,376 Total liabilities $ — $ 37 $ — $ 37 $ — $ 80 $ 8,376 $ 8,456 All of our derivative contracts are valued using quoted market prices from brokers or exchanges and are classified within Level 2 of the fair value hierarchy. Contingent consideration of $8.4 million associated with the HLP acquisition was included above as an October 31, 2016 Level 3 measurement (see Note 2, "Acquisitions"). This contingent consideration was settled in November 2016, resulting in a foreign exchange loss of $0.1 million . We have recorded land totaling approximately $2.4 million at fair value on a non-recurring basis which is classified as Level 3 as of January 31, 2017 and October 31, 2016 . The fair value was based on broker opinions. Carrying amounts reported on the balance sheet for cash, cash equivalents, accounts receivable and accounts payable approximate fair value due to the short-term maturity of these instruments. Our outstanding debt is variable rate debt that re-prices frequently, thereby limiting our exposure to significant change in interest rate risk. As a result, the fair value of our debt instruments approximates carrying value at January 31, 2017 , and October 31, 2016 (Level 3 measurement). |
Stock-Based Compensation
Stock-Based Compensation | 3 Months Ended |
Jan. 31, 2017 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Stock-Based Compensation | Stock-Based Compensation We have established and maintain an Omnibus Incentive Plan (2008 Plan) that provides for the granting of restricted stock awards, stock options, restricted stock units, performance share awards and other stock-based and cash-based awards. The 2008 Plan is administered by the Compensation and Management Development Committee of the Board of Directors. The aggregate number of shares of common stock originally authorized for grant under the 2008 Plan was 2,900,000 . In February 2011 and February 2014, shareholders approved an increase of the aggregate shares available for grant by 2,400,000 shares and 2,350,000 shares, respectively. Any officer, key employee and/or non-employee director is eligible for awards under the 2008 Plan. Historically, our practice has been to grant stock options and restricted stock units to non-employee directors on the last business day of each fiscal year, with an additional grant of options to each director on the date of his or her first anniversary of service. In May 2015, the Nominating & Corporate Governance Committee of our Board of Directors changed the annual grant to our directors to a grant of restricted stock units on the first day of the new fiscal year, November 1, eliminating the grant of stock options to the directors. Once approved by the Compensation & Management Development Committee of our Board of Directors in December, we grant stock options, restricted stock awards, and/or performance shares to officers, management and key employees. Occasionally, we may make additional grants to key employees at other times during the year. Restricted Stock Awards Restricted stock awards are granted to key employees and officers annually, and typically cliff vest over a three -year period with service and continued employment as the only vesting criteria. The recipient of the restricted stock awards is entitled to all of the rights of a shareholder, except that the awards are nontransferable during the vesting period. The fair value of the restricted stock award is established on the grant date and then expensed over the vesting period resulting in an increase in additional paid-in-capital. Shares are generally issued from treasury stock at the time of grant. A summary of non-vested restricted stock awards activity during the three months ended January 31, 2017 is presented below: Restricted Stock Awards Weighted Average Non-vested at October 31, 2016 266,700 $ 19.19 Granted 93,800 19.46 Cancelled — — Vested (70,100 ) 17.63 Non-vested at January 31, 2017 290,400 $ 19.65 The total weighted average grant-date fair value of restricted stock awards that vested during each of the three -month periods ended January 31, 2017 and 2016 was $1.2 million and $0.5 million , respectively. As of January 31, 2017 , total unrecognized compensation cost related to unamortized restricted stock awards was $3.5 million . We expect to recognize this expense over the remaining weighted average vesting period of 2.2 years . Stock Options Historically, stock options have been awarded to key employees, officers and non-employee directors. Effective May 2015, the director compensation structure was revised to eliminate the annual grant of stock options to non-employee directors. Officer stock options typically vest ratably over a three -year period with service and continued employment as the vesting conditions. Our stock options may be exercised up to a maximum of ten years from the date of grant. The fair value of the stock options is determined on the grant date and expensed over the vesting period resulting in an increase in additional paid-in-capital. For employees who are nearing retirement-eligibility, we recognize stock option expense ratably over the shorter of the vesting period or the period from the grant-date to the retirement-eligibility date. We use a Black-Scholes pricing model to estimate the fair value of stock options. A description of the methodology for the valuation assumptions was disclosed in our Annual Report on Form 10-K for the fiscal year ended October 31, 2016 . The following table provides a summary of assumptions used to estimate the fair value of our stock options issued during the three -month periods ended January 31, 2017 and 2016 . Three Months Ended January 31, 2017 2016 Weighted-average expected volatility 34.7% 37.1% Weighted-average expected term (in years) 5.7 5.4 Risk-free interest rate 2.0% 1.7% Expected dividend yield over expected term 1.0% 1.0% Weighted average grant date fair value $6.10 $6.32 The following table summarizes our stock option activity for the three months ended January 31, 2017 : Stock Options Weighted Average Exercise Price Weighted Average Remaining Contractual Term (in years) Aggregate Intrinsic Value (000s) Outstanding at October 31, 2016 2,386,220 $ 16.84 Granted 290,100 19.45 Exercised (90,969 ) 15.20 Forfeited/Expired — — Outstanding at January 31, 2017 2,585,351 $ 17.19 5.5 $ 7,120 Vested or expected to vest at January 31, 2017 2,582,450 $ 17.19 5.5 $ 7,120 Exercisable at January 31, 2017 2,064,408 $ 16.63 4.6 $ 6,930 Intrinsic value is the amount by which the market price of the common stock on the date of exercise exceeds the exercise price of the stock option. The total intrinsic value of stock options exercised during the three months ended January 31, 2017 and 2016 was $0.5 million and $0.8 million . The weighted-average grant date fair value of stock options that vested during the three months ended January 31, 2017 and 2016 was $1.8 million and $1.9 million , respectively. As of January 31, 2017 , total unrecognized compensation cost related to stock options was $1.3 million . We expect to recognize this expense over the remaining weighted average vesting period of 2.2 years . Restricted Stock Units Restricted stock units may be awarded to key employees and officers from time to time, and annually to non-employee directors. The non-employee director restricted stock units vest immediately but are payable only upon the director's cessation of service unless an election is made by the non-employee director to settle and pay the award on an earlier specified date. Restricted stock units awarded to employees and officers typically cliff vest after a three -year period with service and continued employment as the vesting conditions. Restricted stock units are not considered outstanding shares and do not have voting rights, although the holder does receive a cash payment equivalent to the dividend paid, on a one-for-one basis, on our outstanding common shares. Once the criteria is met, each restricted stock unit is payable to the holder in cash based on the market value of one share of our common stock. Accordingly, we record a liability for the restricted stock units on our balance sheet and recognize any changes in the market value during each reporting period as compensation expense. As of January 31, 2017 , there were no non-vested restricted stock units. During the three -month periods ended January 31, 2017 and 2016 , directors received 24,560 and 20,445 restricted stock units, respectively, at a grant date fair value of $15.65 and $19.56 , respectively, which vested immediately. During the three -month periods ended January 31, 2017 and 2016 , there were no payments to settle restricted stock units. Performance Share Awards We have awarded annual grants of performance shares to key employees and officers. These awards cliff vest after a three -year period with service and performance measures (relative total shareholder return and earnings per share growth) as vesting conditions. However, the number of shares earned is variable depending on the metrics achieved, and the settlement method is 50% in cash and 50% in our common stock. To account for these awards, we have bifurcated the portion subject to a market condition (relative total shareholder return) and the portion subject to an internal performance measure (earnings per share growth). We have further bifurcated these awards based on the settlement method, as the portion expected to settle in stock (equity component) and the portion expected to settle in cash (liability component). To value the shares subject to the market condition, we utilized a Monte Carlo simulation model to arrive at a grant-date fair value. This amount will be expensed over the three-year term of the award with a credit to additional paid-in-capital. To value the shares subject to the internal performance measure, we used the value of our common stock on the date of grant as the grant-date fair value per share. This amount is being expensed over the three -year term of the award, with a credit to additional paid-in-capital, and could fluctuate depending on the number of shares ultimately expected to vest based on our assessment of the probability that the performance conditions will be achieved. For both performance conditions, the portion of the award expected to settle in cash is recorded as a liability and is being marked to market over the three -year term of the award, and can fluctuate depending on the number of shares ultimately expected to vest, the change in valuation of the Monte Carlo simulation over the vesting period, and the underlying price of our common stock. We granted performance shares as follows: November 2016 - 186,500 shares, January 2016 - 4,300 shares, December 2015 - 158,100 shares, December 2014 - 137,400 shares and December 2013 - 155,800 shares. Depending on the achievement of the performance conditions, 0% to 200% of the awarded performance shares may ultimately vest. As of January 31, 2017, 9,100 of the performance shares granted in 2015 were forfeited, and 12,100 of the performance shares granted in 2014 were forfeited. On December 5, 2016, 135,100 shares vested pursuant to the December 2013 grant, resulting in the issuance of 67,550 shares of common stock and a cash payment of $1.2 million . The November 2016 grant includes a return on invested capital (ROIC) metric which, if achieved, could enhance the number of shares that are ultimately issued but cannot exceed the maximum (200%). Due to the uncertainty with regard to achieving this metric, no value has been assigned. In the event and at such time the metric is deemed achievable, compensation expense will begin to be recognized through the remaining vesting period. For the three -month periods ended January 31, 2017 and 2016 , we have recorded $1.0 million and $0.5 million , respectively, of compensation expense related to our performance share awards. Performance share awards are not considered outstanding shares and do not have voting rights, although dividends are accrued over the performance period and will be payable in cash based upon the number of performance shares ultimately earned. The performance shares are excluded from the diluted weighted-average shares used to calculate earnings per share until the performance criteria is probable to result in the issuance of contingent shares. As of January 31, 2017 , we have deemed 62,650 shares related to the December 2014 grant of performance shares as probable to be issued. The value of the equivalent number of shares is expected to be paid in cash when settled, along with accrued dividends thereon. Treasury Shares We record treasury stock purchases under the cost method whereby the entire cost of the acquired stock is recorded as treasury stock. Shares are generally issued from treasury stock at the time of grant of restricted stock awards, and upon the exercise of stock options and upon the issuance of performance shares. On the subsequent issuance of treasury shares, we record proceeds in excess of cost as an increase in additional paid in capital. A deficiency of such proceeds relative to costs would be applied to reduce paid-in-capital associated with prior issuances to the extent available, with the remainder recorded as a charge to retained earnings. We recorded a charge to retained earnings of $0.3 million during the three months ended January 31, 2017 . The following table summarizes the treasury stock activity during the three months ended January 31, 2017 : Three Months Ended January 31, 2017 Beginning balance as of November 1, 2016 3,339,753 Restricted stock awards granted (93,800 ) Performance share awards vested (67,550 ) Stock options exercised (90,969 ) Balance at January 31, 2017 3,087,434 |
Other Income (Expense)
Other Income (Expense) | 3 Months Ended |
Jan. 31, 2017 | |
Other Income and Expenses [Abstract] | |
Other Income (Expense) | Other Income (Expense) Other income (expense) included under the caption "Other, net" on the accompanying condensed consolidated statements of income (loss), consisted of the following for the three -month periods ended January 31, 2017 and 2016 : Three Months Ended January 31, 2017 2016 (In thousands) Foreign currency transaction gains (losses) $ 486 $ (2,629 ) Foreign currency derivative gains 144 154 Interest income 27 36 Other 4 78 Other income (expense) $ 661 $ (2,361 ) |
Segment Information (Notes)
Segment Information (Notes) | 3 Months Ended |
Jan. 31, 2017 | |
Segment Reporting [Abstract] | |
Segment Reporting Disclosure [Text Block] | Segment Information We present three reportable business segments in accordance with Topic 280-10-50, "Segment Reporting" (ASC 280): (1) North American Engineered Components segment (“NA Engineered Components”), comprised of four operating segments primarily focused on the fenestration market in North America including vinyl profiles, insulating glass (IG) spacers, screens & other fenestration components; (2) European Engineered Components segment (“EU Engineered Components”), comprised of our United Kingdom-based vinyl extrusion business, manufacturing vinyl profiles & conservatories, and the European insulating glass business manufacturing IG spacers; and (3) North American Cabinet Components segment (“NA Cabinet Components”), comprised solely of the North American cabinet door and components business acquired in November 2015. We maintain an Unallocated Corporate & Other grouping which includes LIFO inventory adjustments, corporate office charges, and inter-segment eliminations, less an allocation of a portion of the general and administrative costs associated with the corporate office which have been allocated to the reportable business segments, based upon a relative measure of profitability, in order to more accurately reflect each reportable business segment's administrative cost. Certain costs are not allocated to the reportable operating segments, but remain in Unallocated Corporate & Other, including transaction expenses, stock-based compensation, long-term incentive awards based on the performance of our common stock and other factors, certain severance and legal costs not deemed to be allocable to all segments, depreciation of corporate assets, interest expense, other, net, income taxes and inter-segment eliminations. The accounting policies of our operating segments are the same as those used to prepare the accompanying condensed consolidated financial statements. The following table summarizes corporate general and administrative expense allocated during the three -month periods ended January 31, 2017 and 2016 : Three Months Ended January 31, 2017 2016 (1) (In thousands) NA Engineered Components $ 2,399 $ 2,342 EU Engineered Components 872 851 NA Cabinet Components 1,090 1,064 Allocated general and administrative expense $ 4,361 $ 4,257 (1) Amounts allocated to reportable segments for the three months ended January 31, 2016 include severance costs, which were not previously allocated when these results were presented during 2016. The impact was a decrease of approximately $0.1 million , 55% of which was attributable to NA Engineered Components, 20% attributable to EU Engineered Components, and 25% attributable to NA Cabinet Components. As a result, operating income (loss) by segment, as included below, reflects this change. ASC Topic 280-10-50, “ Segment Reporting ” (ASC 280) permits aggregation of operating segments based on factors including, but not limited to: (1) similar nature of products serving the building products industry, primarily the fenestration business; (2) similar production processes, although there are some differences in the amount of automation amongst operating plants; (3) similar types or classes of customers, namely the primary OEMs; (4) similar distribution methods for product delivery, although the extent of the use of third-party distributors will vary amongst the businesses; (5) similar regulatory environment; and (6) converging long-term economic similarities. Segment information for the three months ended January 31, 2017 and 2016 , and total assets as of January 31, 2017 and October 31, 2016 are summarized in the following table (in thousands): NA Eng. Comp. EU Eng. Comp. NA Cabinet Comp. Unallocated Corp. & Other Total Three Months Ended January 31, 2017 Net sales $ 111,073 $ 31,569 $ 52,997 $ (543 ) $ 195,096 Depreciation and amortization 10,078 2,056 3,135 137 15,406 Operating income (loss) 301 2,203 (1,058 ) (5,287 ) (3,841 ) Capital expenditures 3,756 3,144 1,039 202 8,141 Three Months Ended January 31, 2016 Net sales $ 121,048 $ 33,068 $ 48,525 $ (1,173 ) $ 201,468 Depreciation and amortization 7,208 2,458 3,145 159 12,970 Operating income (loss) 5,590 1,379 (1,257 ) (7,850 ) (2,138 ) Capital expenditures 5,353 2,253 974 72 8,652 As of January 31, 2017 Total assets $ 276,173 $ 185,217 $ 285,256 $ 3,674 $ 750,320 As of October 31, 2016 Total assets $ 290,725 $ 190,995 $ 287,012 $ 11,621 $ 780,353 The following table summarizes the change in the carrying amount of goodwill by segment for the three months ended January 31, 2017 (in thousands): NA Eng. Comp. EU Eng. Comp. NA Cabinet Comp. Unalloc. Corp. & Other Total Balance as of October 31, 2016 $ 38,712 $ 64,576 $ 113,747 $ — $ 217,035 Foreign currency translation adjustment — 1,178 — — 1,178 Balance as of January 31, 2017 $ 38,712 $ 65,754 $ 113,747 $ — $ 218,213 For further details of Goodwill, see Note 4, "Goodwill & Intangible Assets", located herewith. We did not allocate non-operating income (expense) or income tax expense to the reportable segments. The following table reconciles operating income (loss) as reported above to net loss for the three months ended January 31, 2017 and 2016: Three Months Ended January 31, 2017 2016 (In thousands) Operating loss $ (3,841 ) $ (2,138 ) Interest expense (2,160 ) (6,491 ) Other, net 661 (2,361 ) Income tax benefit 1,614 3,741 Net loss $ (3,726 ) $ (7,249 ) Product Sales We produce a wide variety of products that are used in the fenestration industry, including: window and door systems; accessory trim profiles with real wood veneers and wood grain laminate finishes; window spacer systems; extruded vinyl products; metal fabrication; and astragals, thresholds and screens. In addition, we produce certain non-fenestration products, including kitchen and bath cabinet doors and components, flooring and trim moldings, solar edge tape, plastic decking, fencing, water retention barriers, conservatory roof components, and other products. The following table summarizes our product sales for the three -month periods ended January 31, 2017 and 2016 into general groupings by segment to provide additional information to our shareholders. Three Months Ended January 31, 2017 2016 (In thousands) NA Engineered Components: United States - fenestration $ 92,400 $ 101,773 International - fenestration 6,341 6,891 United States - non-fenestration 8,132 8,108 International - non-fenestration 4,200 4,276 $ 111,073 $ 121,048 EU Engineered Components: United States - fenestration $ 35 $ — International - fenestration 28,905 30,010 International - non-fenestration 2,629 3,058 $ 31,569 $ 33,068 NA Cabinet Components: United States $ 52,390 $ 47,870 International 607 655 $ 52,997 $ 48,525 Unallocated Corporate & Other Eliminations $ (543 ) $ (1,173 ) $ (543 ) $ (1,173 ) Net sales $ 195,096 $ 201,468 |
Earnings Per Share
Earnings Per Share | 3 Months Ended |
Jan. 31, 2017 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | Earnings Per Share We compute basic earnings per share by dividing net income by the weighted average number of common shares outstanding during the period. Diluted earnings per common and potential common shares include the weighted average of additional shares associated with the incremental effect of dilutive employee stock options, non-vested restricted stock as determined using the treasury stock method prescribed by U.S. GAAP and contingent shares associated with performance share awards, if dilutive. Basic and diluted loss per share was $0.11 and $0.21 for the three months ended January 31, 2017 and 2016 , respectively. The computation of diluted earnings per share excludes outstanding stock options and other common stock equivalents when their inclusion would be anti-dilutive. This is always the case when an entity incurs a net loss. During the three -month periods ended January 31, 2017 and 2016 , 420,603 and 326,897 shares of common stock equivalents, respectively, and 121,857 and 166,343 shares of restricted stock, respectively, were excluded from the computation of diluted earnings per share. In addition, 62,650 and 67,550 potentially dilutive contingent shares related to performance share awards for the three -month periods ended January 31, 2017 and 2016 , respectively, were excluded. For the three -month periods ended January 31, 2017 and 2016 , we had 1,033,246 and 960,672 common stock equivalents, respectively, that were potentially dilutive in future earnings per share calculations. Such dilution will be dependent on the excess of the market price of our stock over the exercise price and other components of the treasury stock method. |
New Accounting Guidance Adopted
New Accounting Guidance Adopted | 3 Months Ended |
Jan. 31, 2017 | |
Accounting Changes and Error Corrections [Abstract] | |
New Accounting Guidance Adopted | New Accounting Guidance Adopted In September 2015, the Financial Accounting Standards Board (FASB) issued ASU No. 2015-16, Business Combinations (Topic 805): Simplifying the Accounting for Measurement-Period Adjustments. The amendment requires recognition of adjustments to estimated amounts identified during the measurement period in the reporting period that the adjustments are determined. The guidance requires the acquirer to record, in the same period’s financial statements, the effect on earnings of changes in depreciation, amortization, or other income effects, if any, as a result of the change to the estimated amounts, calculated as if the accounting had been completed at the acquisition date. The guidance also requires an entity to present separately on the face of the income statement or disclose in the notes the portion of the amount recorded in current-period earnings by line item that would have been recorded in previous reporting periods if the adjustment to the estimated amounts had been recognized as of the acquisition date. We adopted this guidance prospectively as of November 1, 2016 with no impact on our consolidated financial statements. In August 2014, the FASB issued ASU No. 2014-15, Presentation of Financial Statements-Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern , which requires management to evaluate whether conditions exist which raise substantial doubt about the entity’s ability to continue as a going concern within one year after the date of the financial statements (or within one year of when the financial statements are available to be issued). If such conditions exist, disclosure is required of: (1) the principal conditions; (2) management’s evaluation of the significance of the conditions on the entity’s ability to meet obligations; and (3) management’s plans to alleviate this substantial doubt related to the ability to continue as a going concern. If management’s plans do not alleviate this substantial doubt, management must specifically disclose that there is substantial doubt about the entity’s ability to continue as a going concern within one year after the date of the financial statements (or the date the financial statements are available to be issued), in addition to the disclosure noted above. We adopted this guidance as of November 1, 2016 with no impact on our consolidated financial statements. In June 2014, the FASB issued ASU No. 2014-12, Compensation - Stock Compensation (Topic 718): Accounting for Share-Based Payments When the Terms of an Award Provide That a Performance Target Could be Achieved after the Requisite Service Period. This amendment requires that a performance target that affects vesting and that could be achieved after the requisite service period be treated as a performance condition that affects vesting or as a nonvesting condition that affects the grant-date fair value of an award, and provides explicit guidance for those awards. This guidance became effective for fiscal years beginning on or after December 15, 2015. We adopted this guidance as of November 1, 2016 with no impact on our consolidated financial statements. |
Acquisitions (Tables)
Acquisitions (Tables) | 3 Months Ended |
Jan. 31, 2017 | |
Business Combinations [Abstract] | |
Schedule of Assets Acquired, Liabilities Assumed and Consideration | As of Date of (In thousands) Net assets acquired: Accounts receivable $ 23,944 Inventory 29,552 Prepaid and other current assets 4,081 Property, plant and equipment 63,154 Goodwill 113,747 Intangible assets 62,900 Other non-current assets 24 Accounts payable (4,620 ) Accrued expenses (9,492 ) Deferred income tax liabilities, net (37,386 ) Net assets acquired $ 245,904 Consideration: Cash, net of cash and cash equivalents acquired and working-capital true-up received $ 245,904 |
Inventories (Tables)
Inventories (Tables) | 3 Months Ended |
Jan. 31, 2017 | |
Inventory Disclosure [Abstract] | |
Inventories | Inventories consisted of the following at January 31, 2017 and October 31, 2016 : January 31, October 31, (In thousands) Raw materials $ 52,299 $ 50,584 Finished goods and work in process 42,548 36,886 Supplies and other 2,593 1,859 Total 97,440 89,329 Less: Inventory reserves 5,215 4,994 Inventories, net $ 92,225 $ 84,335 |
Values of Inventories | Our inventories at January 31, 2017 and October 31, 2016 were valued using the following costing methods: January 31, October 31, (In thousands) LIFO $ 5,106 $ 4,017 FIFO 87,119 80,318 Total $ 92,225 $ 84,335 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 3 Months Ended |
Jan. 31, 2017 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Changes in the Carrying Amount of Goodwill | The change in the carrying amount of goodwill for the three months ended January 31, 2017 was as follows: Three Months Ended January 31, 2017 (In thousands) Beginning balance as of November 1, 2016 $ 217,035 Foreign currency translation adjustment 1,178 Balance as of the end of the period $ 218,213 The following table summarizes the change in the carrying amount of goodwill by segment for the three months ended January 31, 2017 (in thousands): NA Eng. Comp. EU Eng. Comp. NA Cabinet Comp. Unalloc. Corp. & Other Total Balance as of October 31, 2016 $ 38,712 $ 64,576 $ 113,747 $ — $ 217,035 Foreign currency translation adjustment — 1,178 — — 1,178 Balance as of January 31, 2017 $ 38,712 $ 65,754 $ 113,747 $ — $ 218,213 |
Schedule of Acquired Finite-Lived Intangible Assets by Major Class | Identifiable Intangible Assets Amortizable intangible assets consisted of the following as of January 31, 2017 and October 31, 2016 : January 31, 2017 October 31, 2016 Gross Carrying Amount Accumulated Amortization Gross Carrying Accumulated (In thousands) Customer relationships $ 153,151 $ 38,879 $ 152,146 $ 35,693 Trademarks and trade names 55,791 27,184 55,481 26,288 Patents and other technology 24,585 17,119 24,571 16,037 Other 100 100 100 100 Total $ 233,627 $ 83,282 $ 232,298 $ 78,118 |
Estimated Amortization Expense Related to Intangible Assets | Estimated remaining amortization expense, assuming current intangible balances and no new acquisitions, for each of the fiscal years ending October 31, is as follows (in thousands): Estimated Amortization Expense 2017 (remaining nine months) $ 13,269 2018 15,964 2019 15,176 2020 14,117 2021 12,399 Thereafter 79,420 Total $ 150,345 |
Debt and Capital Lease Obliga28
Debt and Capital Lease Obligations (Tables) | 3 Months Ended |
Jan. 31, 2017 | |
Debt Disclosure [Abstract] | |
Debt and Capital Lease Obligations | Debt consisted of the following at January 31, 2017 and October 31, 2016 : January 31, October 31, (In thousands) Revolving Credit Facility $ 125,000 $ 120,000 Term Loan A 146,250 148,125 City of Richmond, Kentucky Industrial Building Revenue Bonds 400 400 Capital lease obligations 3,345 3,683 Unamortized deferred financing fees (2,536 ) (2,677 ) Total debt $ 272,459 $ 269,531 Less: Current maturities of long-term debt 17,630 10,520 Long-term debt $ 254,829 $ 259,011 |
Schedule Of Applicable Margin And Commitment Fees | The applicable margin and commitment fees are outlined in the following table: Pricing Level Consolidated Leverage Ratio Commitment Fee LIBOR Rate Loans Base Rate Loans I Less than or equal to 1.50 to 1.00 0.200% 1.50% 0.50% II Greater than 1.50 to 1.00, but less than or equal to 2.25 to 1.00 0.225% 1.75% 0.75% III Greater than 2.25 to 1.00, but less than or equal to 3.00 to 1.00 0.250% 2.00% 1.00% IV Greater than 3.00 to 1.00 0.300% 2.25% 1.25% |
Schedule Of Consolidated Leverage Ratio Requirements | The Credit Agreement contains a: (1) Consolidated Fixed Charge Coverage Ratio requirement whereby we must not permit the Consolidated Fixed Charge Coverage Ratio, as defined, to be less than 1.10 to 1.00, and (2) Consolidated Leverage Ratio requirement, as summarized by period in the following table: Period Maximum Ratio Closing Date through January 30, 2017 3.50 to 1.00 January 31, 2017 through January 30, 2018 3.25 to 1.00 January 31, 2018 and thereafter 3.00 to 1.00 |
Retirement Plans (Tables)
Retirement Plans (Tables) | 3 Months Ended |
Jan. 31, 2017 | |
Compensation and Retirement Disclosure [Abstract] | |
Net Periodic Pension Cost | The net periodic pension cost for this plan for the three -month periods ended January 31, 2017 and 2016 was as follows: Three Months Ended January 31, 2017 2016 (In thousands) Service cost $ 926 $ 795 Interest cost 212 196 Expected return on plan assets (457 ) (423 ) Amortization of net loss 143 68 Net periodic benefit cost $ 824 $ 636 |
Warranty Obligations (Tables)
Warranty Obligations (Tables) | 3 Months Ended |
Jan. 31, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
Reconciliation of Activity Related to Accrued Warranty | A reconciliation of the activity related to our accrued warranty, including both the current and long-term portions (reported in accrued liabilities and other liabilities, respectively, on the accompanying condensed consolidated balance sheet) follows: Three Months Ended January 31, 2017 (In thousands) Beginning balance as of November 1, 2016 $ 446 Provision for warranty expense 13 Change in accrual for preexisting warranties 11 Warranty costs paid (56 ) Total accrued warranty as of the end of the period $ 414 Less: Current portion of accrued warranty 243 Long-term portion of accrued warranty $ 171 |
Derivative Instruments (Tables)
Derivative Instruments (Tables) | 3 Months Ended |
Jan. 31, 2017 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of Other Derivatives Not Designated as Hedging Instruments, Statements of Financial Performance and Financial Position, Location [Table Text Block] | We have not designated any of our derivative contracts as hedges for accounting purposes in accordance with the provisions under the Accounting Standards Codification Topic 815 "Derivatives and Hedging " (ASC 815). Therefore, changes in the fair value of these contracts and the realized gains and losses are recorded in the unaudited condensed consolidated statements of income (loss) for the three -month periods ended January 31, 2017 and 2016 as follows (in thousands): Three Months Ended January 31, Location of gains: 2017 2016 Other, net Foreign currency derivatives 144 154 |
Schedule of Notional Amounts of Oustanding Derivative Positions | The following table summarizes the notional amounts and fair value of outstanding derivative contracts at January 31, 2017 and October 31, 2016 (in thousands): Notional as indicated Fair Value in $ January 31, October 31, January 31, October 31, Foreign currency derivatives: Sell EUR, buy USD EUR $ 4,179 $ 5,251 $ (37 ) $ (79 ) Sell CAD, buy USD CAD 136 186 — 1 Sell GBP, buy USD GBP 95 187 — (1 ) Buy EUR, sell GBP EUR 73 130 — 1 Buy USD, sell EUR USD 36 1 — — |
Fair Value Measurement of Ass32
Fair Value Measurement of Assets and Liabilities (Tables) | 3 Months Ended |
Jan. 31, 2017 | |
Fair Value Disclosures [Abstract] | |
Summary of Fair Value of Assets and Liabilities Measured on Recurring Basis | The following table summarizes the assets and liabilities measured on a recurring basis per the fair value hierarchy (in thousands): January 31, 2017 October 31, 2016 Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total Assets Foreign currency derivatives $ — $ — $ — $ — $ — $ 2 $ — $ 2 Total assets $ — $ — $ — $ — $ — $ 2 $ — $ 2 Liabilities Foreign currency derivatives $ — $ 37 $ — $ 37 $ — $ 80 $ — $ 80 Contingent consideration — — — — — — 8,376 8,376 Total liabilities $ — $ 37 $ — $ 37 $ — $ 80 $ 8,376 $ 8,456 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 3 Months Ended |
Jan. 31, 2017 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Schedule of Nonvested Restricted Share Activity | A summary of non-vested restricted stock awards activity during the three months ended January 31, 2017 is presented below: Restricted Stock Awards Weighted Average Non-vested at October 31, 2016 266,700 $ 19.19 Granted 93,800 19.46 Cancelled — — Vested (70,100 ) 17.63 Non-vested at January 31, 2017 290,400 $ 19.65 |
Schedule of Valuation Assumptions for Stock Options | The following table provides a summary of assumptions used to estimate the fair value of our stock options issued during the three -month periods ended January 31, 2017 and 2016 . Three Months Ended January 31, 2017 2016 Weighted-average expected volatility 34.7% 37.1% Weighted-average expected term (in years) 5.7 5.4 Risk-free interest rate 2.0% 1.7% Expected dividend yield over expected term 1.0% 1.0% Weighted average grant date fair value $6.10 $6.32 |
Schedule of Stock Option Activity | The following table summarizes our stock option activity for the three months ended January 31, 2017 : Stock Options Weighted Average Exercise Price Weighted Average Remaining Contractual Term (in years) Aggregate Intrinsic Value (000s) Outstanding at October 31, 2016 2,386,220 $ 16.84 Granted 290,100 19.45 Exercised (90,969 ) 15.20 Forfeited/Expired — — Outstanding at January 31, 2017 2,585,351 $ 17.19 5.5 $ 7,120 Vested or expected to vest at January 31, 2017 2,582,450 $ 17.19 5.5 $ 7,120 Exercisable at January 31, 2017 2,064,408 $ 16.63 4.6 $ 6,930 |
Treasury Stock Activity | The following table summarizes the treasury stock activity during the three months ended January 31, 2017 : Three Months Ended January 31, 2017 Beginning balance as of November 1, 2016 3,339,753 Restricted stock awards granted (93,800 ) Performance share awards vested (67,550 ) Stock options exercised (90,969 ) Balance at January 31, 2017 3,087,434 |
Other Income (Expense) (Tables)
Other Income (Expense) (Tables) | 3 Months Ended |
Jan. 31, 2017 | |
Other Income and Expenses [Abstract] | |
Schedule of Other Non-operating Income (Expense) | Other income (expense) included under the caption "Other, net" on the accompanying condensed consolidated statements of income (loss), consisted of the following for the three -month periods ended January 31, 2017 and 2016 : Three Months Ended January 31, 2017 2016 (In thousands) Foreign currency transaction gains (losses) $ 486 $ (2,629 ) Foreign currency derivative gains 144 154 Interest income 27 36 Other 4 78 Other income (expense) $ 661 $ (2,361 ) |
Segment Information (Tables)
Segment Information (Tables) | 3 Months Ended |
Jan. 31, 2017 | |
Segment Reporting [Abstract] | |
Corporate SGA Allocation [Table Text Block] | The following table summarizes corporate general and administrative expense allocated during the three -month periods ended January 31, 2017 and 2016 : Three Months Ended January 31, 2017 2016 (1) (In thousands) NA Engineered Components $ 2,399 $ 2,342 EU Engineered Components 872 851 NA Cabinet Components 1,090 1,064 Allocated general and administrative expense $ 4,361 $ 4,257 (1) Amounts allocated to reportable segments for the three months ended January 31, 2016 include severance costs, which were not previously allocated when these results were presented during 2016. The impact was a decrease of approximately $0.1 million , 55% of which was attributable to NA Engineered Components, 20% attributable to EU Engineered Components, and 25% attributable to NA Cabinet Components. As a result, operating income (loss) by segment, as included below, reflects this change. |
Schedule of Segment Reporting Information, by Segment | Segment information for the three months ended January 31, 2017 and 2016 , and total assets as of January 31, 2017 and October 31, 2016 are summarized in the following table (in thousands): NA Eng. Comp. EU Eng. Comp. NA Cabinet Comp. Unallocated Corp. & Other Total Three Months Ended January 31, 2017 Net sales $ 111,073 $ 31,569 $ 52,997 $ (543 ) $ 195,096 Depreciation and amortization 10,078 2,056 3,135 137 15,406 Operating income (loss) 301 2,203 (1,058 ) (5,287 ) (3,841 ) Capital expenditures 3,756 3,144 1,039 202 8,141 Three Months Ended January 31, 2016 Net sales $ 121,048 $ 33,068 $ 48,525 $ (1,173 ) $ 201,468 Depreciation and amortization 7,208 2,458 3,145 159 12,970 Operating income (loss) 5,590 1,379 (1,257 ) (7,850 ) (2,138 ) Capital expenditures 5,353 2,253 974 72 8,652 As of January 31, 2017 Total assets $ 276,173 $ 185,217 $ 285,256 $ 3,674 $ 750,320 As of October 31, 2016 Total assets $ 290,725 $ 190,995 $ 287,012 $ 11,621 $ 780,353 We did not allocate non-operating income (expense) or income tax expense to the reportable segments. The following table reconciles operating income (loss) as reported above to net loss for the three months ended January 31, 2017 and 2016: Three Months Ended January 31, 2017 2016 (In thousands) Operating loss $ (3,841 ) $ (2,138 ) Interest expense (2,160 ) (6,491 ) Other, net 661 (2,361 ) Income tax benefit 1,614 3,741 Net loss $ (3,726 ) $ (7,249 ) |
Changes in the Carrying Amount of Goodwill | The change in the carrying amount of goodwill for the three months ended January 31, 2017 was as follows: Three Months Ended January 31, 2017 (In thousands) Beginning balance as of November 1, 2016 $ 217,035 Foreign currency translation adjustment 1,178 Balance as of the end of the period $ 218,213 The following table summarizes the change in the carrying amount of goodwill by segment for the three months ended January 31, 2017 (in thousands): NA Eng. Comp. EU Eng. Comp. NA Cabinet Comp. Unalloc. Corp. & Other Total Balance as of October 31, 2016 $ 38,712 $ 64,576 $ 113,747 $ — $ 217,035 Foreign currency translation adjustment — 1,178 — — 1,178 Balance as of January 31, 2017 $ 38,712 $ 65,754 $ 113,747 $ — $ 218,213 |
Schedule of Product Sales | The following table summarizes our product sales for the three -month periods ended January 31, 2017 and 2016 into general groupings by segment to provide additional information to our shareholders. Three Months Ended January 31, 2017 2016 (In thousands) NA Engineered Components: United States - fenestration $ 92,400 $ 101,773 International - fenestration 6,341 6,891 United States - non-fenestration 8,132 8,108 International - non-fenestration 4,200 4,276 $ 111,073 $ 121,048 EU Engineered Components: United States - fenestration $ 35 $ — International - fenestration 28,905 30,010 International - non-fenestration 2,629 3,058 $ 31,569 $ 33,068 NA Cabinet Components: United States $ 52,390 $ 47,870 International 607 655 $ 52,997 $ 48,525 Unallocated Corporate & Other Eliminations $ (543 ) $ (1,173 ) $ (543 ) $ (1,173 ) Net sales $ 195,096 $ 201,468 |
Nature of Operations and Basi36
Nature of Operations and Basis of Presentation (Details) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended |
Jan. 31, 2017 | Oct. 31, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Severance Costs | $ 1.1 | $ 0.5 |
Disposal Group, Including Discontinued Operation, Additional Disclosures [Abstract] | ||
Restructuring and Related Cost, Accelerated Depreciation | 1.6 | 1 |
Additional Amortization, Restructuring | 0.9 | $ 0.3 |
Future Amortization, Restructuring | $ 1 |
Acquisitions - Summary of Asset
Acquisitions - Summary of Assets Acquired and Liabilities Assumed (Details) - USD ($) $ in Thousands | Nov. 02, 2015 | Jan. 31, 2017 | Jan. 31, 2016 | Oct. 31, 2016 |
Net assets acquired: | ||||
Goodwill | $ 218,213 | $ 217,035 | ||
Consideration: | ||||
Cash, net of cash and cash equivalents acquired | 8,497 | $ 245,946 | ||
Woodcraft [Member] | ||||
Business Acquisition [Line Items] | ||||
working capital adjustment | $ 100 | |||
Net assets acquired: | ||||
Accounts receivable | $ 23,944 | |||
Inventory | 29,552 | |||
Prepaid and other assets | 4,081 | |||
Property, plant and equipment | 63,154 | |||
Goodwill | 113,747 | |||
Intangible assets | 62,900 | |||
Other non-current assets | 24 | |||
Accounts payable | (4,620) | |||
Accrued expenses | (9,492) | |||
Deferred tax liabilities | (37,386) | |||
Net assets acquired | 245,904 | |||
Consideration: | ||||
Cash, net of cash and cash equivalents acquired | 245,904 | |||
Customer relationships | Woodcraft [Member] | ||||
Business Acquisition [Line Items] | ||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Finite-Lived Intangibles | $ 62,800 | |||
Finite-Lived Intangible Asset, Useful Life | 12 years |
Acquisitions (Detail)
Acquisitions (Detail) $ in Thousands | Nov. 07, 2016USD ($) | Nov. 02, 2015USD ($) | Jan. 31, 2017USD ($) | Jan. 31, 2016USD ($) | Oct. 31, 2016USD ($) |
Business Acquisition [Line Items] | |||||
Earn-out Period Compensation Expense | $ 8,500 | ||||
Earn Out Foreign Currency Impact | $ (100) | $ (100) | |||
Goodwill | 218,213 | $ 217,035 | |||
Cash, net of cash and cash equivalents acquired | 8,497 | $ 245,946 | |||
Woodcraft [Member] | |||||
Business Acquisition [Line Items] | |||||
Restructuring and Related Cost, Cost Incurred to Date | 600 | ||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Assets, Receivables | $ 23,944 | ||||
Inventory | 29,552 | ||||
Prepaid and other assets | 4,081 | ||||
Property, plant and equipment | 63,154 | ||||
Intangible assets | 62,900 | ||||
Business Combination, Pro Forma Information, Revenue of Acquiree since Acquisition Date, Actual | 48,500 | ||||
Business Combination, Pro Forma Information, Earnings or Loss of Acquiree since Acquisition Date, Actual | $ 300 | ||||
Payments to Acquire Businesses, Gross | 245,900 | ||||
Goodwill | 113,747 | ||||
Cash, net of cash and cash equivalents acquired | 245,904 | ||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Other Noncurrent Assets | 24 | ||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Liabilities, Accounts Payable | 4,620 | ||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Accrued Expenses | 9,492 | ||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Deferred Tax Liabilities | 37,386 | ||||
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Net | $ 245,904 | ||||
HLP Acquisition | |||||
Business Acquisition [Line Items] | |||||
Costs and Expenses, Related Party | $ 300 | $ 400 | |||
Manufacturing Facility [Member] | HLP Acquisition | |||||
Business Acquisition [Line Items] | |||||
Lessee Leasing Arrangements, Operating Leases, Term of Contract | 20 years | ||||
Warehouse [Member] | HLP Acquisition | |||||
Business Acquisition [Line Items] | |||||
Lessee Leasing Arrangements, Operating Leases, Term of Contract | 15 years | ||||
Mixing Plant [Member] | HLP Acquisition | |||||
Business Acquisition [Line Items] | |||||
Lessee Leasing Arrangements, Operating Leases, Term of Contract | 13 years 6 months | ||||
United States | Woodcraft [Member] | |||||
Business Acquisition [Line Items] | |||||
Number of Plants | 12 |
Inventories (Detail)
Inventories (Detail) - USD ($) $ in Thousands | Jan. 31, 2017 | Oct. 31, 2016 |
Inventory, Raw Materials and Supplies, Net of Reserves [Abstract] | ||
Raw materials | $ 52,299 | $ 50,584 |
Finished goods and work in process | 42,548 | 36,886 |
Supplies and other | 2,593 | 1,859 |
Total | 97,440 | 89,329 |
Less: Inventory reserves | 5,215 | 4,994 |
Inventories, net | 92,225 | 84,335 |
Inventory, Net [Abstract] | ||
LIFO | 5,106 | 4,017 |
FIFO | 87,119 | 80,318 |
Inventories, net | 92,225 | $ 84,335 |
Excess of replacement cost over LIFO value | $ 1,100 |
Goodwill and Intangible Asset40
Goodwill and Intangible Assets - Goodwill (Details) $ in Thousands | 3 Months Ended |
Jan. 31, 2017USD ($) | |
Goodwill [Roll Forward] | |
Beginning balance | $ 217,035 |
Foreign currency translation adjustment | 1,178 |
Balance as of the end of the period | $ 218,213 |
Goodwill and Intangible Asset41
Goodwill and Intangible Assets - Identifiable Intangible Assets (Detail) - USD ($) $ in Thousands | Nov. 02, 2015 | Jan. 31, 2017 | Jan. 31, 2016 | Oct. 31, 2016 |
Finite-Lived Intangible Assets [Line Items] | ||||
Amortization | $ 900 | $ 300 | ||
Gross carrying amount | 233,627 | 232,298 | ||
Accumulated amortization | 83,282 | 78,118 | ||
Intangible assets amortization expense | 5,400 | $ 3,200 | ||
Estimated Amortization Expense | ||||
2017 (remaining nine months) | 13,269 | |||
2,016 | 15,964 | |||
2,017 | 15,176 | |||
2,018 | 14,117 | |||
2,019 | 12,399 | |||
Thereafter | 79,420 | |||
Total | 150,345 | 154,180 | ||
Customer relationships | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Gross carrying amount | 153,151 | 152,146 | ||
Accumulated amortization | 38,879 | 35,693 | ||
Trademarks and trade names | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Gross carrying amount | 55,791 | 55,481 | ||
Accumulated amortization | 27,184 | 26,288 | ||
Patents and other technology | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Gross carrying amount | 24,585 | 24,571 | ||
Accumulated amortization | 17,119 | 16,037 | ||
Other Intangible Assets | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Gross carrying amount | 100 | 100 | ||
Accumulated amortization | $ 100 | $ 100 | ||
Woodcraft [Member] | Customer relationships | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Customer relationships related to acquired Greenville facility | $ 62,800 | |||
Useful life of customer relationships related to acquired Greenville facility | 12 years | |||
Woodcraft [Member] | Other Intangible Assets | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Customer relationships related to acquired Greenville facility | $ 100 | |||
Useful life of customer relationships related to acquired Greenville facility | 1 year |
Debt and Capital Lease Obliga42
Debt and Capital Lease Obligations (Detail) - USD ($) | Jul. 31, 2016 | Jan. 31, 2017 | Jan. 31, 2016 | Oct. 31, 2016 | Jul. 29, 2016 |
Debt Disclosure [Line Items] | |||||
Borrowings under credit facility | $ 24,000,000 | $ 332,800,000 | |||
Document Period End Date | Jan. 31, 2017 | ||||
City of Richmond, Kentucky Industrial Building Revenue Bonds | $ 3,700,000 | ||||
Deferred Finance Costs, Own-share Lending Arrangement, Issuance Costs, Net | (2,536,000) | $ (2,677,000) | |||
Total debt | 272,459,000 | 269,531,000 | |||
Less: Current maturities of long-term debt | 17,630,000 | 10,520,000 | |||
Long-term Debt | $ 254,829,000 | 259,011,000 | |||
Debt Instrument, Interest Rate During Period | 2.65% | 6.02% | |||
Repayments of Lines of Credit | $ 20,875,000 | $ 68,500,000 | |||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Capital Lease Obligation | 7,700,000 | ||||
Debt Instrument, Unamortized Discount (Premium), Net | 2,500,000 | ||||
Other assets | 7,927,000 | 6,667,000 | |||
Debt Disclosure [Abstract] | |||||
Credit Facility, amount available | 169,200,000 | ||||
Letters of credit, outstanding | 5,800,000 | ||||
Term Loan Facility, net of unamortized discount [Member] | |||||
Debt Disclosure [Line Items] | |||||
Revolving Credit Facility | $ 146,250,000 | ||||
Term Loan Facility [Member] | |||||
Debt Disclosure [Line Items] | |||||
Debt Instrument, Interest Rate, Stated Percentage | 2.80% | ||||
Revolving Credit Facility | 148,125,000 | ||||
Line of Credit [Member] | |||||
Debt Disclosure [Line Items] | |||||
Debt Instrument, Limitation on Annual Dividend | $ 10,000,000 | ||||
City of Richmond, Kentucky Industrial Building Revenue Bonds | |||||
Debt Disclosure [Line Items] | |||||
City of Richmond, Kentucky Industrial Building Revenue Bonds | $ 400,000 | 400,000 | |||
Capital Lease Obligations | |||||
Debt Disclosure [Line Items] | |||||
Capital lease obligations | 3,345,000 | 3,683,000 | |||
Revolving Credit Facility [Member] | |||||
Debt Disclosure [Line Items] | |||||
Revolving Credit Facility | 125,000,000 | $ 120,000,000 | |||
Line of Credit Facility, Lender [Domain] | |||||
Debt Disclosure [Line Items] | |||||
Revolving Credit Facility | 271,300,000 | ||||
HLP [Member] | |||||
Debt Disclosure [Line Items] | |||||
Capital lease obligations | 3,300,000 | ||||
Capital Lease Obligations, Current | 1,600,000 | ||||
Capital Lease Obligations, Noncurrent | $ 1,800,000 | ||||
HLP [Member] | Capital lease obligations | |||||
Debt Disclosure [Line Items] | |||||
Average interest rate | 4.90% | ||||
Revolving Credit Facility [Member] | Line of Credit [Member] | |||||
Debt Disclosure [Line Items] | |||||
Line of Credit Facility, Maximum Borrowing Capacity, Committed Amount | $ 300,000,000 | ||||
Term Loan Facility [Member] | Line of Credit [Member] | |||||
Debt Disclosure [Line Items] | |||||
Line of Credit Facility, Maximum Borrowing Capacity, Committed Amount | 150,000,000 | ||||
Line of Credit Facility, Lender [Domain] | Line of Credit [Member] | |||||
Debt Disclosure [Line Items] | |||||
Line of Credit Facility, Maximum Borrowing Capacity, Committed Amount | $ 450,000,000 | ||||
Debt Instrument, Debt Default, Interest Accrual Rate | 2.00% | ||||
Debt, Current | $ 11,300,000 | ||||
Minimum Leverage Ratio | 225.00% | ||||
Debt Instrument, Maximum Fixed Charge Coverage Ratio | 1.10% | ||||
London Interbank Offered Rate (LIBOR) [Member] | Line of Credit Facility, Lender [Domain] | Line of Credit [Member] | |||||
Debt Disclosure [Line Items] | |||||
Line of Credit Facility, Unused Capacity, Commitment Fee Percentage | 2.00% | ||||
Closing Date through January 30 2017 [Member] | Line of Credit [Member] | |||||
Debt Disclosure [Line Items] | |||||
Debt Instrument, Required Leverage Ratio | 0.035 | ||||
Less Than One and One Half Leverage Ratio [Member] | Line of Credit Facility, Lender [Domain] | Line of Credit [Member] | |||||
Debt Disclosure [Line Items] | |||||
Commitment Fee Percentage | 0.20% | ||||
Less Than One and One Half Leverage Ratio [Member] | Base Rate [Member] | Line of Credit Facility, Lender [Domain] | Line of Credit [Member] | |||||
Debt Disclosure [Line Items] | |||||
Debt Instrument, Basis Spread on Variable Rate | 0.50% | ||||
Less Than One and One Half Leverage Ratio [Member] | London Interbank Offered Rate (LIBOR) [Member] | Line of Credit Facility, Lender [Domain] | Line of Credit [Member] | |||||
Debt Disclosure [Line Items] | |||||
Debt Instrument, Basis Spread on Variable Rate | 1.50% | ||||
Between One and One Half and Two and One Quarter Leverage Ratio [Member] | Line of Credit Facility, Lender [Domain] | Line of Credit [Member] | |||||
Debt Disclosure [Line Items] | |||||
Commitment Fee Percentage | 0.225% | ||||
Between One and One Half and Two and One Quarter Leverage Ratio [Member] | Base Rate [Member] | Line of Credit Facility, Lender [Domain] | Line of Credit [Member] | |||||
Debt Disclosure [Line Items] | |||||
Debt Instrument, Basis Spread on Variable Rate | 0.75% | ||||
Between One and One Half and Two and One Quarter Leverage Ratio [Member] | London Interbank Offered Rate (LIBOR) [Member] | Line of Credit Facility, Lender [Domain] | Line of Credit [Member] | |||||
Debt Disclosure [Line Items] | |||||
Debt Instrument, Basis Spread on Variable Rate | 1.75% | ||||
Between Two and One Quarter and Three Leverage Ratio [Member] | Line of Credit Facility, Lender [Domain] | Line of Credit [Member] | |||||
Debt Disclosure [Line Items] | |||||
Commitment Fee Percentage | 0.25% | ||||
Between Two and One Quarter and Three Leverage Ratio [Member] | Base Rate [Member] | Line of Credit Facility, Lender [Domain] | Line of Credit [Member] | |||||
Debt Disclosure [Line Items] | |||||
Debt Instrument, Basis Spread on Variable Rate | 1.00% | ||||
Between Two and One Quarter and Three Leverage Ratio [Member] | London Interbank Offered Rate (LIBOR) [Member] | Line of Credit Facility, Lender [Domain] | Line of Credit [Member] | |||||
Debt Disclosure [Line Items] | |||||
Debt Instrument, Basis Spread on Variable Rate | 2.00% | ||||
Greater Than Three Leverage Ratio [Member] | Line of Credit Facility, Lender [Domain] | Line of Credit [Member] | |||||
Debt Disclosure [Line Items] | |||||
Commitment Fee Percentage | 0.30% | ||||
Greater Than Three Leverage Ratio [Member] | Base Rate [Member] | Line of Credit Facility, Lender [Domain] | Line of Credit [Member] | |||||
Debt Disclosure [Line Items] | |||||
Debt Instrument, Basis Spread on Variable Rate | 1.25% | ||||
Greater Than Three Leverage Ratio [Member] | London Interbank Offered Rate (LIBOR) [Member] | Line of Credit Facility, Lender [Domain] | Line of Credit [Member] | |||||
Debt Disclosure [Line Items] | |||||
Debt Instrument, Basis Spread on Variable Rate | 2.25% | ||||
January 31 2017 through January 30 2018 [Member] | Line of Credit [Member] | |||||
Debt Disclosure [Line Items] | |||||
Debt Instrument, Required Leverage Ratio | 0.0325 | ||||
January 31 2018 and thereafter [Member] | Line of Credit [Member] | |||||
Debt Disclosure [Line Items] | |||||
Debt Instrument, Required Leverage Ratio | 0.03 |
Retirement Plans (Detail)
Retirement Plans (Detail) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Jan. 31, 2017 | Jan. 31, 2016 | Oct. 31, 2015 | Oct. 31, 2016 | |
Compensation and Retirement Disclosure [Abstract] | ||||
Defined benefit plan, contributions by employer | $ 3,700 | |||
Defined Benefit Plans, Estimated Future Employer Contributions in Next Fiscal Year | $ 3,900 | |||
Supplemental benefit plan liability | 2,800 | $ 2,700 | ||
Deferred compensation liability | 3,700 | $ 3,500 | ||
Net periodic benefit cost: | ||||
Service cost | 926 | $ 795 | ||
Interest cost | 212 | 196 | ||
Expected return on plan assets | (457) | (423) | ||
Amortization of net loss | 143 | 68 | ||
Net periodic benefit cost | $ 824 | $ 636 |
Warranty Obligations (Detail)
Warranty Obligations (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Jan. 31, 2017 | Jan. 31, 2017 | |
Movement in Standard Product Warranty Accrual [Roll Forward] | ||
Accrued warranty at beginning of period | $ 446 | |
Provision for warranty expense | 13 | |
Change in accrual for preexisting warranties | 11 | |
Warranty costs paid | (56) | |
Accrued warranty at end of period | 414 | |
Total accrued warranty | $ 446 | $ 414 |
Less: Current portion of accrued warranty | 243 | |
Long-term portion of accrued warranty | $ 171 |
Income Taxes (Detail)
Income Taxes (Detail) - USD ($) $ in Thousands | 3 Months Ended | ||
Jan. 31, 2017 | Jan. 31, 2016 | Oct. 31, 2016 | |
Income Tax Disclosure | |||
Estimated annual effective tax rate (benefit) expense | (30.20%) | (34.00%) | |
Effective income tax rate excluding discrete items | 32.00% | ||
Deferred Tax Liabilities, Net, Noncurrent | $ 9,004 | $ 8,167 | |
Liability for uncertain tax positions | 600 | ||
Valuation allowance | 1,300 | ||
Woodcraft [Member] | |||
Income Tax Disclosure | |||
Deferred Tax Liabilities, Net, Noncurrent | $ 37,400 |
Contingencies (Details)
Contingencies (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Jan. 31, 2017 | Oct. 31, 2016 | |
Other Commitments [Line Items] | ||
Net claim payments | $ 56 | |
Spacer Migration | ||
Other Commitments [Line Items] | ||
Spacer specific product warranty accrual | $ 800 | |
Net claim payments | 400 | |
Product Warranty Accrual, Period Increase (Decrease) | $ 400 |
Derivative Instruments (Detail)
Derivative Instruments (Detail) € in Thousands, £ in Thousands, $ in Thousands | 3 Months Ended | ||||||
Jan. 31, 2017USD ($) | Jan. 31, 2016USD ($) | Jan. 31, 2017EUR (€) | Jan. 31, 2017GBP (£) | Oct. 31, 2016USD ($) | Oct. 31, 2016EUR (€) | Oct. 31, 2016GBP (£) | |
Derivative Instruments, Gain (Loss) [Line Items] | |||||||
Foreign currency derivatives | $ 144 | $ 154 | |||||
Derivatives [Line Items] | |||||||
Foreign currency derivatives, asset | 0 | $ 2 | |||||
Foreign currency derivatives, liability | (37) | ||||||
Other, Net | |||||||
Derivative Instruments, Gain (Loss) [Line Items] | |||||||
Foreign currency derivatives | 144 | $ 154 | |||||
Sell EUR, buy USD | |||||||
Derivatives, Fair Value [Line Items] | |||||||
Derivatives, notional amount | 4,179 | 5,251 | |||||
Foreign currency derivatives, fair value | (37) | (79) | |||||
Sell CAD, buy USD | |||||||
Derivatives, Fair Value [Line Items] | |||||||
Derivatives, notional amount | 136 | 186 | |||||
Foreign currency derivatives, fair value | 0 | 1 | |||||
Sell GBP, buy USD | |||||||
Derivatives, Fair Value [Line Items] | |||||||
Derivatives, notional amount | £ | £ 95 | £ 187 | |||||
Foreign currency derivatives, fair value | 0 | (1) | |||||
Buy EUR, sell GBP | |||||||
Derivatives, Fair Value [Line Items] | |||||||
Derivatives, notional amount | € | € 73 | € 130 | |||||
Foreign currency derivatives, fair value | 0 | 1 | |||||
Buy USD, Sell EUR [Member] | |||||||
Derivatives, Fair Value [Line Items] | |||||||
Derivatives, notional amount | 36 | 1 | |||||
Foreign currency derivatives, fair value | 0 | 0 | |||||
Prepaid and Other Current Assets | |||||||
Derivatives [Line Items] | |||||||
Foreign currency derivatives, asset | 100 | $ 0 | |||||
Accrued Liabilities | |||||||
Derivatives [Line Items] | |||||||
Foreign currency derivatives, liability | $ (100) |
Fair Value Measurement of Ass48
Fair Value Measurement of Assets and Liabilities (Details) - USD ($) $ in Thousands | Nov. 07, 2016 | Jan. 31, 2017 | Oct. 31, 2016 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Foreign currency derivatives, asset | $ 0 | $ 2 | |
Total assets | 0 | 2 | |
Foreign currency derivatives, liability | 37 | ||
Contingent Consideration, Fair Value Disclosure | 0 | 8,376 | |
Earn Out Foreign Currency Impact | $ (100) | (100) | |
Total liabilities | 37 | 8,456 | |
Property, plant and equipment at fair value (non-recurring) | 2,400 | 2,400 | |
Debt Instrument, Unamortized Discount (Premium), Net | 2,500 | ||
Fair Value, Inputs, Level 1 | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Total assets | 0 | 0 | |
Fair Value, Inputs, Level 2 | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Foreign currency derivatives, asset | 0 | 2 | |
Total assets | 0 | 2 | |
Foreign currency derivatives, liability | 37 | 80 | |
Total liabilities | 37 | 80 | |
Fair Value, Inputs, Level 3 [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Total liabilities | $ 0 | $ 8,376 |
Stock Based Compensation (Detai
Stock Based Compensation (Detail) | 3 Months Ended |
Jan. 31, 2017shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Document Period End Date | Jan. 31, 2017 |
Number of shares authorized, originally | 2,900,000 |
Stockholders' Meeting Held in 2011 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Number of additional shares authorized | 2,400,000 |
Stockholders' Meeting Held in 2014 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Number of additional shares authorized | 2,350,000 |
Stock-Based Compensation - Rest
Stock-Based Compensation - Restricted Stock Awards (Details) - Restricted Stock Awards (RSAs) - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | |
Jan. 31, 2017 | Jan. 31, 2016 | |
Number of Shares | ||
Non-vested at beginning of the period (in shares) | 266,700 | |
Granted (in shares) | 93,800 | |
Cancelled (in shares) | 0 | |
Vested (in shares) | (70,100) | |
Non-vested at end of the period (in shares) | 290,400 | |
Weighted Average Grant Date Fair Value per Share | ||
Non-vested at beginning of the period (in usd per share) | $ 19.19 | |
Granted (in usd per share) | 19.46 | |
Cancelled (in usd per share) | 0 | |
Vested (in usd per share) | 17.63 | |
Non-vested at end of the period (in usd per share) | $ 19.65 | |
Vesting period | 3 years | |
Fair value of restricted stock awards vested | $ 1.2 | $ 0.5 |
Unrecognized compensation cost - non vested restricted stock awards | $ 3.5 | |
Weighted-average period over which unrecognized cost is expected to be recognized | 2 years 2 months 12 days |
Stock-Based Compensation - Stoc
Stock-Based Compensation - Stock Options (Details) - USD ($) | 3 Months Ended | |
Jan. 31, 2017 | Jan. 31, 2016 | |
Fair Value Assumptions [Abstract] | ||
Weighted-average expected volatility | 34.70% | 37.10% |
Weighted-average expected term (in years) | 5 years 8 months 12 days | 5 years 4 months 24 days |
Risk-free interest rate | 2.00% | 1.70% |
Expected dividend yield over expected term | 1.00% | 1.00% |
Weighted average grant date fair value | $ 6.10 | $ 6.32 |
Stock Options, [Roll Forward] | ||
Outstanding at beginning of period (in shares) | 2,386,220 | |
Granted (in shares) | 290,100 | |
Exercised (in shares) | (90,969) | |
Forfeited/Expired (in shares) | 0 | |
Outstanding at end of period (in shares) | 2,585,351 | |
Vested or expected to vest at end of period (in shares) | 2,582,450 | |
Exercisable at end of period (in shares) | 2,064,408 | |
Weighted Average Exercise Price | ||
Outstanding at beginning of period (in usd per share) | $ 16.84 | |
Granted (in usd per share) | 19.45 | |
Exercised (in usd per share) | 15.20 | |
Forfeited/Expired (in usd per share) | 0 | |
Outstanding at end of period (in usd per share) | 17.19 | |
Vested or expected to vest at end of period (in usd per share) | 17.19 | |
Exercisable at end of period (in usd per share) | $ 16.63 | |
Weighted Average Remaining Contractual Life | ||
Outstanding at end of period | 5 years 6 months | |
Vested or expected to vest at end of period | 5 years 6 months | |
Exercisable at end of period | 4 years 7 months 6 days | |
Aggregate Intrinsic Value | ||
Outstanding at end of period | $ 7,120,000 | |
Vested or expected to vest at end of period | 7,120,000 | |
Exercisable at end of period | $ 6,930,000 | |
Stock Options | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Vesting period | 3 years | |
Total intrinsic value of options exercised | $ 500,000 | $ 800,000 |
Fair value of stock options vested | 1,800,000 | $ 1,900,000 |
Unrecognized compensation cost - non vested stock options | $ 1,300,000 | |
Weighted-average period over which unrecognized cost is expected to be recognized | 2 years 2 months 12 days |
Stock-Based Compensation - Re52
Stock-Based Compensation - Restricted Stock Units (Details) - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | |
Jan. 31, 2017 | Jan. 31, 2016 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Cash used to settle restricted stock units | $ 0 | |
Restricted Stock Units (RSUs) | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period | 24,560 | 20,445 |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period, Weighted Average Grant Date Fair Value | $ 15.65 | $ 19.56 |
Vesting period | 3 years | |
Number of Shares | ||
Non-vested at end of the period (in shares) | 0 |
Stock-Based Compensation - Perf
Stock-Based Compensation - Performance Share Awards (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 12 Months Ended | |||
Jan. 31, 2016 | Jan. 31, 2017 | Jan. 31, 2016 | Oct. 31, 2015 | Oct. 31, 2014 | Oct. 31, 2013 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
2013 Performance Shares Vested | 135,100 | |||||
2013 Performance Shares Issued | 67,550 | |||||
2013 Performance Share Cash Payment | $ 1,200,000 | |||||
Performance Shares | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Vesting period | 3 years | |||||
Performance shares settled in cash | 50.00% | |||||
Performance shares settled in stock | 50.00% | |||||
Performance shares granted | 4,300 | 186,500 | 158,100 | 137,400 | 155,800 | |
Performance shares compensation expense | $ 1,000,000 | $ 500,000 | ||||
Dilutive Securities, Effect on Basic Earnings Per Share | $ 62,650 | $ 67,550 | ||||
Performance Shares | Minimum [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Performance shares vesting percentage maximum | 0.00% | |||||
Performance Shares | Maximum [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Performance shares vesting percentage maximum | 200.00% | |||||
December 2014 issuance | Performance Shares | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Performance shares forfeited | 12,100 | |||||
December 2015 [Member] | Performance Shares | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Performance shares forfeited | 9,100 |
Stock-Based Compensation - Trea
Stock-Based Compensation - Treasury Shares (Details) $ in Millions | 3 Months Ended |
Jan. 31, 2017USD ($)shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Document Period End Date | Jan. 31, 2017 |
Deficiency of stock option proceeds recorded to retained earnings | $ | $ 0.3 |
Treasury Stock [Abstract] | |
Beginning balance as of November 1, 2016 | 3,339,753 |
Balance at January 31, 2017 | 3,087,434 |
Restricted Stock Awards (RSAs) | |
Treasury Stock [Abstract] | |
Restricted stock awards granted | (93,800) |
Performance Shares | |
Treasury Stock [Abstract] | |
Restricted stock awards granted | (67,550) |
Stock Options | |
Treasury Stock [Abstract] | |
Shares, Issued | (90,969) |
Other Income (Expense) (Detail)
Other Income (Expense) (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Jan. 31, 2017 | Jan. 31, 2016 | |
Other Income and Expenses [Abstract] | ||
Foreign currency transaction gains (losses) | $ 486 | $ (2,629) |
Foreign currency derivative gains | 144 | 154 |
Interest income | 27 | 36 |
Other | 4 | 78 |
Other income (expense) | $ 661 | $ (2,361) |
Segment Information (Details)
Segment Information (Details) $ in Thousands | 3 Months Ended | |
Jan. 31, 2017USD ($)segment | Jan. 31, 2016USD ($) | |
Segment Reporting Information [Line Items] | ||
Number of reportable segments | segment | 3 | |
Allocated corporate general and administrative expense | $ 4,361 | $ 4,257 |
Operating Segments | NA Engineered Components | ||
Segment Reporting Information [Line Items] | ||
Number of operating segments | segment | 4 | |
Allocated corporate general and administrative expense | $ 2,399 | 2,342 |
Operating Segments | EU Engineered Components | ||
Segment Reporting Information [Line Items] | ||
Allocated corporate general and administrative expense | 872 | 851 |
Operating Segments | NA Cabinet Components | ||
Segment Reporting Information [Line Items] | ||
Allocated corporate general and administrative expense | $ 1,090 | $ 1,064 |
Segment Information - Segment R
Segment Information - Segment Reporting Information (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Jan. 31, 2017 | Jan. 31, 2016 | Oct. 31, 2016 | |
Segment Reporting Information [Line Items] | |||
Unallocated severance costs | $ 100 | ||
General and Administrative Expense | $ 4,361 | 4,257 | |
Net sales | 195,096 | 201,468 | |
Depreciation and amortization | 15,406 | 12,970 | |
Operating income (loss) | (3,841) | (2,138) | |
Capital expenditures | 8,141 | 8,652 | |
Total assets | 750,320 | $ 780,353 | |
Operating Segments | NA Engineered Components | |||
Segment Reporting Information [Line Items] | |||
General and Administrative Expense | 2,399 | 2,342 | |
Net sales | 111,073 | 121,048 | |
Depreciation and amortization | 10,078 | 7,208 | |
Operating income (loss) | 301 | 5,590 | |
Capital expenditures | 3,756 | $ 5,353 | |
Total assets | 276,173 | 290,725 | |
Unallocated severance costs percentage | 55.00% | ||
Operating Segments | EU Engineered Components | |||
Segment Reporting Information [Line Items] | |||
General and Administrative Expense | 872 | $ 851 | |
Net sales | 31,569 | 33,068 | |
Depreciation and amortization | 2,056 | 2,458 | |
Operating income (loss) | 2,203 | 1,379 | |
Capital expenditures | 3,144 | $ 2,253 | |
Total assets | 185,217 | 190,995 | |
Unallocated severance costs percentage | 20.00% | ||
Operating Segments | NA Cabinet Components | |||
Segment Reporting Information [Line Items] | |||
General and Administrative Expense | 1,090 | $ 1,064 | |
Net sales | 52,997 | 48,525 | |
Depreciation and amortization | 3,135 | 3,145 | |
Operating income (loss) | (1,058) | (1,257) | |
Capital expenditures | 1,039 | $ 974 | |
Total assets | 285,256 | 287,012 | |
Unallocated severance costs percentage | 25.00% | ||
Corporate Non-Segment | |||
Segment Reporting Information [Line Items] | |||
Net sales | (543) | $ (1,173) | |
Depreciation and amortization | 137 | 159 | |
Operating income (loss) | (5,287) | (7,850) | |
Capital expenditures | 202 | $ 72 | |
Total assets | $ 3,674 | $ 11,621 |
Segment Information - Goodwill
Segment Information - Goodwill by Segment (Details) $ in Thousands | 3 Months Ended |
Jan. 31, 2017USD ($) | |
Goodwill [Line Items] | |
Beginning balance | $ 217,035 |
Foreign currency translation adjustment | 1,178 |
Balance as of the end of the period | 218,213 |
Operating Segments | NA Engineered Components | |
Goodwill [Line Items] | |
Beginning balance | 38,712 |
Foreign currency translation adjustment | 0 |
Balance as of the end of the period | 38,712 |
Operating Segments | EU Engineered Components | |
Goodwill [Line Items] | |
Beginning balance | 64,576 |
Balance as of the end of the period | 65,754 |
Operating Segments | NA Cabinet Components | |
Goodwill [Line Items] | |
Beginning balance | 113,747 |
Foreign currency translation adjustment | 0 |
Balance as of the end of the period | 113,747 |
Corporate Non-Segment | |
Goodwill [Line Items] | |
Beginning balance | 0 |
Foreign currency translation adjustment | 0 |
Balance as of the end of the period | $ 0 |
Segment Information - Reconcill
Segment Information - Reconcilliation of Operating Loss to Net Income (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Jan. 31, 2017 | Jan. 31, 2016 | |
Segment Reporting [Abstract] | ||
Operating loss | $ (3,841) | $ (2,138) |
Interest expense | (2,160) | (6,491) |
Other, net | 661 | (2,361) |
Income tax benefit | 1,614 | 3,741 |
(Loss) income from continuing operations | $ (3,726) | $ (7,249) |
Segment Information - Summary o
Segment Information - Summary of Product Sales (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Jan. 31, 2017 | Jan. 31, 2016 | |
Product Information [Line Items] | ||
Total sales | $ 195,096 | $ 201,468 |
Operating Segments | ||
Product Information [Line Items] | ||
Total sales | (543) | (1,173) |
Operating Segments | NA Engineered Components | ||
Product Information [Line Items] | ||
Total sales | 111,073 | 121,048 |
Operating Segments | NA Engineered Components | United States | Fenestration | ||
Product Information [Line Items] | ||
Total sales | 92,400 | 101,773 |
Operating Segments | NA Engineered Components | United States | Non-fenestration | ||
Product Information [Line Items] | ||
Total sales | 8,132 | 8,108 |
Operating Segments | NA Engineered Components | International | Fenestration | ||
Product Information [Line Items] | ||
Total sales | 6,341 | 6,891 |
Operating Segments | NA Engineered Components | International | Non-fenestration | ||
Product Information [Line Items] | ||
Total sales | 4,200 | 4,276 |
Operating Segments | EU Engineered Components | ||
Product Information [Line Items] | ||
Total sales | 31,569 | 33,068 |
Operating Segments | EU Engineered Components | United States | Fenestration | ||
Product Information [Line Items] | ||
Total sales | 35 | 0 |
Operating Segments | EU Engineered Components | United States | Non-fenestration | ||
Product Information [Line Items] | ||
Total sales | 3,058 | |
Operating Segments | EU Engineered Components | International | Fenestration | ||
Product Information [Line Items] | ||
Total sales | 28,905 | 30,010 |
Operating Segments | EU Engineered Components | International | Non-fenestration | ||
Product Information [Line Items] | ||
Total sales | 2,629 | |
Operating Segments | NA Cabinet Components | ||
Product Information [Line Items] | ||
Total sales | 52,997 | 48,525 |
Operating Segments | NA Cabinet Components | United States | ||
Product Information [Line Items] | ||
Total sales | 52,390 | 47,870 |
Operating Segments | NA Cabinet Components | International | ||
Product Information [Line Items] | ||
Total sales | 607 | 655 |
Corporate Non-Segment | ||
Product Information [Line Items] | ||
Total sales | $ (543) | $ (1,173) |
Earnings Per Share (Detail)
Earnings Per Share (Detail) - USD ($) | 3 Months Ended | |
Jan. 31, 2017 | Jan. 31, 2016 | |
Earnings Per Share Disclosure [Line Items] | ||
Loss from continuing operations | $ (3,726,000) | $ (7,249,000) |
Basic (in shares) | 34,055,000 | 33,763,000 |
Loss per share, basic (in usd per share) | $ (0.11) | $ (0.21) |
Antidilutive securities (in shares) | 1,033,246 | 960,672 |
Diluted (in shares) | 34,055,000 | 33,763,000 |
Performance Shares | ||
Earnings Per Share Disclosure [Line Items] | ||
Potentially dilutive securities (in shares) | $ 62,650 | $ 67,550 |
Restricted Stock Awards (RSAs) | ||
Earnings Per Share Disclosure [Line Items] | ||
Weighted Average Number Diluted Shares Outstanding Adjustment | 121,857 | 166,343 |
Stock Options | ||
Earnings Per Share Disclosure [Line Items] | ||
Weighted Average Number Diluted Shares Outstanding Adjustment | 420,603 | 326,897 |
New Accounting Guidance Adopt62
New Accounting Guidance Adopted (Details) - USD ($) $ in Thousands | Jan. 31, 2017 | Oct. 31, 2016 |
New Accounting Pronouncement, Early Adoption [Line Items] | ||
Deferred Tax Liabilities, Net, Noncurrent | $ (9,004) | $ (8,167) |
Other assets | 7,927 | 6,667 |
Long-term Debt | $ 254,829 | $ 259,011 |