Document And Entity Information
Document And Entity Information - USD ($) | 12 Months Ended | ||
Nov. 01, 2015 | Dec. 15, 2015 | May. 03, 2015 | |
Document Information [Line Items] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Period End Date | Nov. 1, 2015 | ||
Document Fiscal Year Focus | 2,015 | ||
Document Fiscal Period Focus | FY | ||
Entity Registrant Name | NCI BUILDING SYSTEMS INC | ||
Entity Central Index Key | 883,902 | ||
Current Fiscal Year End Date | --11-01 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Filer Category | Accelerated Filer | ||
Entity Public Float | $ 451,331,913 | ||
Trading Symbol | NCS | ||
Entity Common Stock, Shares Outstanding | 74,020,059 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | ||
Nov. 01, 2015 | Nov. 02, 2014 | Nov. 03, 2013 | |
Income Statement [Abstract] | |||
Sales | $ 1,563,693 | $ 1,370,540 | $ 1,308,395 |
Cost of sales, excluding fair adjustment of acquired inventory and gain on insurance recovery | 1,189,019 | 1,080,027 | 1,033,374 |
Fair value adjustment of acquired inventory | 2,358 | 0 | 0 |
Gain on insurance recovery | 0 | (1,311) | (1,023) |
Gross profit | 372,316 | 291,824 | 276,044 |
Engineering, selling, general and administrative expenses | 286,840 | 257,635 | 252,803 |
Intangible asset amortization | 16,903 | 4,053 | 4,053 |
Intangible asset amortization | 11,306 | 42 | 0 |
Strategic development and acquisition related costs | 4,201 | 4,998 | 0 |
Restructuring and impairment charges | (3,765) | 0 | 0 |
Income from operations | 56,831 | 25,096 | 19,188 |
Interest income | 72 | 126 | 131 |
Interest expense | (28,460) | (12,455) | (20,988) |
Foreign exchange gain (loss) | (2,152) | (1,097) | 65 |
Debt extinguishment costs, net | 0 | 0 | (21,491) |
Other income (expense), net | 499 | 1,005 | 1,356 |
Income (loss) before income taxes | 26,790 | 12,675 | (21,739) |
Provision (benefit) for income taxes | 8,972 | 1,490 | (8,854) |
Net income (loss) | 17,818 | 11,185 | (12,885) |
Net income allocated to participating securities | (172) | (100) | 0 |
Net income (loss) applicable to common shares | $ 17,646 | $ 11,085 | $ (12,885) |
Income (loss) per common share: | |||
Basic (in dollars per share) | $ 0.24 | $ 0.15 | $ (0.29) |
Diluted (in dollars per share) | $ 0.24 | $ 0.15 | $ (0.29) |
Weighted average number of common shares outstanding: | |||
Basic (in shares) | 73,271 | 73,079 | 44,761 |
Diluted (in shares) | 73,923 | 74,709 | 44,761 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) - USD ($) $ in Thousands | 12 Months Ended | ||
Nov. 01, 2015 | Nov. 02, 2014 | Nov. 03, 2013 | |
Comprehensive income (loss): | |||
Net income (loss) | $ 17,818 | $ 11,185 | $ (12,885) |
Other comprehensive income (loss), net of tax: | |||
Foreign exchange translation losses and other (net of income tax of $0 in 2015, 2014 and 2013) | 80 | (367) | (137) |
Unrecognized actuarial gains (losses) on pension obligation (net of income tax of $(243) in 2015, $2,453 in 2014 and $(1,414) in 2013) | 379 | (3,936) | 2,269 |
Other comprehensive income (loss) | 459 | (4,303) | 2,132 |
Comprehensive income (loss) | $ 18,277 | $ 6,882 | $ (10,753) |
CONSOLIDATED STATEMENTS OF COM4
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) [Parenthetical] - USD ($) $ in Thousands | 12 Months Ended | ||
Nov. 01, 2015 | Nov. 02, 2014 | Nov. 03, 2013 | |
Statement of Comprehensive Income [Abstract] | |||
Foreign exchange translation losses and other | $ 0 | $ 0 | $ 0 |
Unrecognized actuarial gains (losses) on pension obligation | $ (243) | $ 2,453 | $ (1,414) |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Nov. 01, 2015 | Nov. 02, 2014 |
Current assets: | ||
Cash and cash equivalents | $ 99,662 | $ 66,651 |
Restricted cash | 682 | 0 |
Accounts receivable, net | 166,800 | 136,923 |
Inventories, net | 157,828 | 131,497 |
Deferred income taxes | 27,390 | 21,447 |
Investments in debt and equity securities, at market | 5,890 | 5,549 |
Prepaid expenses and other | 31,834 | 22,773 |
Assets held for sale | 6,261 | 5,690 |
Total current assets | 496,347 | 390,530 |
Property, plant and equipment, net | 257,892 | 244,714 |
Goodwill | 158,026 | 75,226 |
Intangible assets, net | 156,395 | 44,923 |
Deferred financing costs, net | 11,069 | 3,290 |
Total assets | 1,079,729 | 758,683 |
Current liabilities: | ||
Current portion of long-term debt | 0 | 2,384 |
Note payable | 513 | 418 |
Accounts payable | 145,917 | 118,164 |
Accrued compensation and benefits | 62,200 | 50,666 |
Accrued interest | 6,389 | 1,820 |
Accrued income taxes | 9,296 | 3,491 |
Other accrued expenses | 97,309 | 68,768 |
Total current liabilities | 321,624 | 245,711 |
Long-term debt, net | 444,147 | 233,003 |
Deferred income taxes | 20,807 | 20,219 |
Other long-term liabilities | 21,175 | 13,208 |
Total long-term liabilities | 486,129 | 266,430 |
Stockholders’ equity: | ||
Common stock, $.01 par value, 100,000,000 shares authorized; 74,529,750 and 73,769,095 shares issued in 2015 and 2014, respectively; and 74,082,324 and 73,530,295 shares outstanding in 2015 and 2014, respectively | 745 | 737 |
Additional paid-in capital | 640,767 | 630,297 |
Accumulated other comprehensive loss, net | (353,733) | (371,550) |
Accumulated other comprehensive loss, net | (8,280) | (8,739) |
Treasury stock, at cost (592,283 and 238,800 shares in 2015 and 2014, respectively) | (7,523) | (4,203) |
Total stockholders’ equity | 271,976 | 246,542 |
Total liabilities and stockholders’ equity | $ 1,079,729 | $ 758,683 |
CONSOLIDATED BALANCE SHEETS _Pa
CONSOLIDATED BALANCE SHEETS [Parenthetical] - $ / shares | Nov. 01, 2015 | Nov. 02, 2014 |
Statement of Financial Position [Abstract] | ||
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, shares issued | 74,529,750 | 73,769,095 |
Common stock, shares outstanding | 74,082,324 | 73,530,295 |
Treasury stock, shares | 47,426 | 238,800 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 12 Months Ended | ||
Nov. 01, 2015 | Nov. 02, 2014 | Nov. 03, 2013 | |
Cash flows from operating activities: | |||
Net income (loss) | $ 17,818 | $ 11,185 | $ (12,885) |
Adjustments to reconcile net income (loss) to net cash provided by operating activities: | |||
Depreciation and amortization | 51,392 | 35,876 | 36,009 |
Amortization of deferred financing costs and debt discount | 1,483 | 1,076 | 3,266 |
Share-based compensation expense | 9,379 | 10,168 | 14,900 |
Non-cash debt extinguishment costs | 0 | 0 | 17,582 |
Loss (gain) on sale of property, plant and equipment | (15) | 123 | (3) |
Asset impairment | 5,876 | 42 | 0 |
(Gain) on insurance recovery | 0 | (1,311) | (1,023) |
Provision for doubtful accounts | 110 | 256 | 1,679 |
(Benefit) provision for deferred income taxes | 5,368 | (3,423) | (9,612) |
Excess tax benefits from share-based compensation arrangements | (745) | (538) | (977) |
Changes in operating assets and liabilities, net of effect of acquisitions: | |||
Accounts receivable | 7,610 | (1,811) | (3,572) |
Inventories | 4,604 | (9,391) | (16,090) |
Income tax receivable | (2,634) | 1,599 | (724) |
Prepaid expenses and other | (267) | (4,579) | (697) |
Accounts payable | 11,475 | (26,394) | 34,559 |
Accrued expenses | (6,052) | 19,949 | 2,121 |
Other, net | (362) | 739 | (391) |
Net cash provided by operating activities: | 105,040 | 33,566 | 64,142 |
Cash flows from investing activities: | |||
Acquisition, net of cash acquired | (247,123) | 0 | 0 |
Capital expenditures | (20,683) | (18,020) | (24,426) |
Proceeds from insurance | 0 | 1,311 | 1,023 |
Proceeds from sale of property, plant and equipment | 28 | 14 | 74 |
Net cash used in investing activities: | (267,778) | (16,695) | (23,329) |
Cash flows from financing activities: | |||
Decrease in restricted cash | 298 | 0 | 1,375 |
Proceeds from stock options exercised | 354 | 0 | 674 |
Issuance of debt | 250,000 | 0 | 0 |
Excess tax benefits from share-based compensation arrangements | 745 | 538 | 977 |
Proceeds from Amended ABL facility | 0 | 72,000 | 57,000 |
Payments on Amended ABL facility | 0 | (72,000) | (57,000) |
Payments on term loan | (41,240) | (2,388) | (10,975) |
Payments on note payable | (1,616) | (1,590) | (1,722) |
Payment of financing costs | (9,217) | (51) | (6,265) |
Purchase of treasury stock | (3,320) | (23,798) | (2,462) |
Net cash provided by (used in) financing activities: | 196,004 | (27,289) | (18,398) |
Effect of exchange rate changes on cash and cash equivalents | (255) | (367) | (137) |
Net (decrease) increase in cash and cash equivalents | 33,011 | (10,785) | 22,278 |
Cash and cash equivalents at beginning of period | 66,651 | 77,436 | 55,158 |
Cash and cash equivalents at end of period | 99,662 | 66,651 | 77,436 |
Supplemental disclosure of cash flow information: | |||
Interest paid, net of amounts capitalized | 22,210 | 11,508 | 16,410 |
Taxes paid, net of amounts refunded | $ 7,462 | $ 911 | $ 2,148 |
CONSOLIDATED STATEMENTS OF STOC
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT) - USD ($) $ in Thousands | Total | Common Stock | Additional Paid-In Capital | Retained Earnings (Deficit) | Accumulated Other Comprehensive (Loss) Income | Treasury Stock |
Balance, October 30, 2012 at Oct. 28, 2012 | $ (370,528) | $ 204 | $ 5,712 | $ (369,850) | $ (6,568) | $ (26) |
Balance, October 30, 2012 (in shares) at Oct. 28, 2012 | (20,357,183) | (2,966) | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Conversion of Convertible Preferred Stock Value | 619,950 | $ 541 | 619,409 | 0 | 0 | $ 0 |
Conversion of Convertible Preferred Stock (in shares) | 54,136,817 | 0 | ||||
Treasury stock purchases | (2,462) | $ 0 | (17) | 0 | 0 | $ (2,445) |
Treasury stock purchases (in shares) | 0 | (175,044) | ||||
Retirement of treasury shares | 0 | $ (2) | (2,353) | 0 | 0 | $ 2,355 |
Retirement of treasury shares (in shares) | (170,487) | (170,487) | ||||
Issuance of restricted stock | 0 | $ 4 | (4) | 0 | 0 | $ 0 |
Issuance of restricted stock (in shares) | 393,594 | 0 | ||||
Stock options exercised | $ 674 | $ 1 | 673 | 0 | 0 | $ 0 |
Stock options exercised (in shares) | 76,000 | 76,142 | 0 | |||
Excess tax benefits from share-based compensation arrangements | $ 977 | $ 0 | 977 | 0 | 0 | $ 0 |
Foreign exchange translation losses and other, net of taxes | (137) | 0 | 0 | 0 | (137) | 0 |
Unrecognized actuarial gains on pension obligation | 2,269 | 0 | 0 | 0 | 2,269 | 0 |
Share-based compensation | 14,900 | 0 | 14,900 | 0 | 0 | 0 |
Net loss | (12,885) | 0 | 0 | (12,885) | 0 | 0 |
Balance, November 1, 2015 at Nov. 03, 2013 | 252,758 | $ 748 | 639,297 | (382,735) | (4,436) | $ (116) |
Balance, October 30, 2012 (in shares) at Nov. 03, 2013 | (74,793,249) | (7,523) | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Treasury stock purchases | (23,804) | $ 0 | 0 | 0 | 0 | $ (23,804) |
Treasury stock purchases (in shares) | 0 | (1,381,277) | ||||
Retirement of treasury shares | 0 | $ (12) | (19,705) | 0 | 0 | $ 19,717 |
Retirement of treasury shares (in shares) | (1,150,000) | (1,150,000) | ||||
Issuance of restricted stock | 0 | $ 1 | (1) | 0 | 0 | $ 0 |
Issuance of restricted stock (in shares) | 125,846 | 0 | ||||
Excess tax benefits from share-based compensation arrangements | 538 | $ 0 | 538 | 0 | 0 | $ 0 |
Foreign exchange translation losses and other, net of taxes | (367) | 0 | 0 | 0 | (367) | 0 |
Unrecognized actuarial gains on pension obligation | (3,936) | 0 | 0 | 0 | (3,936) | 0 |
Share-based compensation | 10,168 | 0 | 10,168 | 0 | 0 | 0 |
Net loss | 11,185 | 0 | 0 | 11,185 | 0 | 0 |
Balance, November 1, 2015 at Nov. 02, 2014 | 246,542 | $ 737 | 630,297 | (371,550) | (8,739) | $ (4,203) |
Balance, October 30, 2012 (in shares) at Nov. 02, 2014 | (73,769,095) | (238,800) | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Treasury stock purchases | (3,320) | $ 0 | 0 | 0 | 0 | $ (3,320) |
Treasury stock purchases (in shares) | 0 | (208,626) | ||||
Retirement of treasury shares | $ 0 | |||||
Retirement of treasury shares (in shares) | 0 | |||||
Issuance of restricted stock | 0 | $ 7 | (7) | 0 | 0 | $ 0 |
Issuance of restricted stock (in shares) | 720,655 | 0 | ||||
Stock options exercised | $ 354 | $ 1 | 353 | 0 | 0 | $ 0 |
Stock options exercised (in shares) | 40,000 | 40,000 | 0 | |||
Excess tax benefits from share-based compensation arrangements | $ 745 | $ 0 | 745 | 0 | 0 | $ 0 |
Foreign exchange translation losses and other, net of taxes | 80 | 0 | 0 | 0 | 80 | 0 |
Unrecognized actuarial gains on pension obligation | 379 | 0 | 0 | 0 | 379 | 0 |
Share-based compensation | 9,379 | 0 | 9,379 | 0 | 0 | 0 |
Net loss | 17,818 | 0 | 0 | 17,818 | 0 | 0 |
Balance, November 1, 2015 at Nov. 01, 2015 | $ 271,976 | $ 745 | $ 640,767 | $ (353,732) | $ (8,280) | $ (7,523) |
Balance, October 30, 2012 (in shares) at Nov. 01, 2015 | (74,529,750) | (447,426) |
NATURE OF BUSINESS AND PRINCIPL
NATURE OF BUSINESS AND PRINCIPLES OF CONSOLIDATION | 12 Months Ended |
Nov. 01, 2015 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
NATURE OF BUSINESS AND PRINCIPLES OF CONSOLIDATION | NATURE OF BUSINESS AND PRINCIPLES OF CONSOLIDATION NCI Building Systems, Inc. (together with its subsidiaries, unless otherwise indicated, the “Company,” “we,” “us” or “our”) is North America’s largest integrated manufacturer and marketer of metal products for the nonresidential construction industry. We provide metal coil coating services and design, engineer, manufacture and market metal components and engineered building systems primarily used in nonresidential construction. We manufacture and distribute extensive lines of metal products for the nonresidential construction market under multiple brand names through a nationwide network of plants and distribution centers. We sell our products for both new construction and repair and retrofit applications. On October 20, 2009, the Company issued and sold to Clayton, Dubilier & Rice Fund VIII, L.P. and CD&R Friends & Family Fund VIII, L.P. (together, the “CD&R Funds”), an aggregate of 250,000 shares of a newly created class of convertible preferred stock, par value $1.00 per share, of the Company, designated the Series B Cumulative Convertible Participating Preferred Stock (the “Convertible Preferred Stock,” and shares thereof, the “Preferred Shares”), initially representing approximately 68.4% of the voting power and common stock of the Company on an as-converted basis (such purchase and sale, the “Equity Investment”). On May 14, 2013, the CD&R Funds, the holders of 339,293 Preferred Shares, delivered a formal notice requesting the conversion of all of their Preferred Shares into shares of our Common Stock (the “Conversion”). In connection with the Conversion request, we issued the CD&R Funds 54,136,817 shares of our Common Stock, representing 72.4% of the Common Stock of the Company then outstanding. Under the terms of the Preferred Shares, no consideration was required to be paid by the CD&R Funds to the Company in connection with the Conversion of the Preferred Shares. As a result of the Conversion, the CD&R Funds no longer have rights to default dividends as specified in the Certificate of Designations. We use a 52/53 week year with our fiscal year end on the Sunday closest to October 31. The year end for fiscal 2015 is November 1, 2015 . Fiscal 2013 had 53 weeks of operating activity compared to 52 weeks of activity in fiscal 2014 and 2015. We have three operating segments: engineered building systems, metal components and metal coil coating. Operating segments are defined as components of an enterprise that engage in business activities and by which discrete financial information is available that is evaluated on a regular basis by the chief operating decision maker to make decisions about how to allocate resources to the segment and assess the performance of the segment. We market the products in each of our operating segments nationwide through a direct sales force and, in the case of our engineered building systems segment, through authorized builder networks. Our consolidated financial statements include the accounts of the Company and all majority-owned subsidiaries. All intercompany accounts, transactions and profits arising from consolidated entities have been eliminated in consolidation. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Nov. 01, 2015 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (a) Use of Estimates . The preparation of financial statements in conformity with accounting principles generally accepted in the U.S. requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Examples include provisions for bad debts and inventory reserves, accounting for business combinations, valuation of reporting units for purposes of assessing goodwill and other indefinite-lived intangible assets for impairment, valuation of asset groups for impairment testing, accruals for employee benefits, general liability insurance, warranties and certain contingencies. We base our estimates on historical experience, market participant fair value considerations, projected future cash flows, and various other factors that are believed to be reasonable under the circumstances. Actual results could differ from those estimates. (b) Cash and Cash Equivalents . Cash equivalents are stated at cost plus accrued interest, which approximates fair value. Cash equivalents are highly liquid debt instruments with an original maturity of three months or less and may consist of time deposits with a number of commercial banks with high credit ratings, money market instruments, certificates of deposit and commercial paper. Our policy allows us to also invest excess funds in no-load, open-end, management investment trusts (“mutual funds”). The mutual funds invest exclusively in high quality money market instruments. As of November 1, 2015 , our cash and cash equivalents were only invested in cash. We have entered into a cash collateral agreement with PNC Bank to backstop existing CENTRIA letters of credit until they expire. The restricted cash is held in a bank account with PNC Bank as the secured party. As of November 1, 2015, we had restricted cash in the amount of approximately $0.7 million as collateral related to our letters of credit for international projects with CENTRIA, exclusive of letters of credit under our Amended ABL Facility. See “Note 12 — Long-Term Debt and Note Payable” for more information on the material terms of our Amended ABL Facility. Restricted cash as of November 1, 2015 is classified as current as the underlying letters of credit expire within one year of the respective balance sheet date. Any renewal or replacement of the CENTRIA letters of credit is expected to occur under our Amended ABL Facility. (c) Accounts Receivable and Related Allowance . We report accounts receivable net of the allowance for doubtful accounts. Trade accounts receivable are the result of sales of building systems, components and coating services to customers throughout the United States and affiliated territories, including international builders who resell to end users. Substantially all sales are denominated in U.S. dollars with the exception of sales at our Canadian operations which are denominated in Canadian dollars. Credit sales do not normally require a pledge of collateral; however, various types of liens may be filed to enhance the collection process. We establish reserves for doubtful accounts on a customer by customer basis when we believe the required payment of specific amounts owed is unlikely to occur. In establishing these reserves, we consider changes in the financial position of a customer, availability of security, lien rights and bond rights as well as disputes, if any, with our customers. Our allowance for doubtful accounts reflects reserves for customer receivables to reduce receivables to amounts expected to be collected. We determine past due status as of the contractual payment date. Interest on delinquent accounts receivable is included in the trade accounts receivable balance and recognized as interest income when earned and collectability is reasonably assured. Uncollectible accounts are written off when a settlement is reached for an amount that is less than the outstanding historical balance or we have exhausted all collection efforts. The following table represents the rollforward of our uncollectible accounts for the fiscal years ended November 1, 2015 , November 2, 2014 and November 3, 2013 (in thousands): November 1, November 2, November 3, Beginning balance $ 6,076 $ 6,055 $ 6,000 Provision for (recovery of) bad debts 110 256 1,679 Amounts charged against allowance for bad debts, net of recoveries (114 ) (235 ) (1,624 ) Allowance for bad debts of acquired company at date of acquisition 1,623 — — Ending balance $ 7,695 $ 6,076 $ 6,055 (d) Inventories . Inventories are stated at the lower of cost or market value less allowance for inventory obsolescence, using First-In, First-Out Method (FIFO) for steel coils and other raw materials. The components of inventory are as follows (in thousands): November 1, November 2, Raw materials $ 109,455 $ 93,367 Work in process and finished goods 48,373 38,130 $ 157,828 $ 131,497 The following table represents the rollforward of reserve for obsolete materials and supplies activity for the fiscal years ended November 1, 2015 , November 2, 2014 and November 3, 2013 (in thousands): November 1, November 2, November 3, Beginning balance $ 1,743 $ 1,769 $ 1,521 Provisions 943 648 1,161 Dispositions (552 ) (674 ) (913 ) Reserve of acquired company at date of acquisition 1,615 — — Ending balance $ 3,749 $ 1,743 $ 1,769 The principal raw material used in the manufacturing of our metal components and engineered building systems segments is steel which we purchase from multiple steel producers. (e) Assets Held for Sale . We record assets held for sale at the lower of the carrying value or fair value less costs to sell. The following criteria are used to determine if property is held for sale: (i) management has the authority and commits to a plan to sell the property; (ii) the property is available for immediate sale in its present condition; (iii) there is an active program to locate a buyer and the plan to sell the property has been initiated; (iv) the sale of the property is probable within one year; (v) the property is being actively marketed at a reasonable sale price relative to its current fair value; and (vi) it is unlikely that the plan to sell will be withdrawn or that significant changes to the plan will be made. In determining the fair value of the assets less cost to sell, we considered factors including current sales prices for comparable assets in the area, recent market analysis studies, appraisals and any recent legitimate offers. If the estimated fair value less cost to sell of an asset is less than its current carrying value, the asset is written down to its estimated fair value less cost to sell. During fiscal 2014, we reclassified $ 2.9 million of additional property, plant and equipment to assets held for sale related to an idled facility because this facility met the above criteria. The total carrying value of assets held for sale is $6.3 million and $5.7 million at November 1, 2015 and November 2, 2014 , respectively, and these amounts are included in the engineered building systems segment. All of these assets continue to be actively marketed for sale at November 1, 2015 . Due to uncertainties in the estimation process, it is reasonably possible that actual results could differ from the estimates used in our historical analyses. Our assumptions about property sales prices require significant judgment because the current market is highly sensitive to changes in economic conditions. We calculated the estimated fair values of assets held for sale based on current market conditions and assumptions made by management, which may differ from actual results and may result in additional impairments if market conditions deteriorate. (f) Property, Plant and Equipment and Leases . Property, plant and equipment are stated at cost and depreciated using the straight-line method over their estimated useful lives. Leasehold improvements are capitalized and amortized using the straight-line method over the shorter of their estimated useful lives or the term of the underlying lease. Computer software developed or purchased for internal use is depreciated using the straight-line method over its estimated useful life. Depreciation and amortization are recognized in cost of sales and engineering, selling, general and administrative expenses based on the nature and use of the underlying asset(s). Operating leases are expensed using the straight-line method over the term of the underlying lease. Depreciation expense for fiscal 2015 , 2014 and 2013 was $51.4 million , $31.7 million and $32.0 million , respectively. Of this depreciation expense, $7.5 million , $8.2 million and $8.1 million was related to software depreciation for fiscal 2015 , 2014 and 2013 . Property, plant and equipment consists of the following (in thousands): November 1, 2015 November 2, 2014 Land $ 20,277 $ 20,482 Buildings and improvements 182,831 184,880 Machinery, equipment and furniture 331,113 289,833 Transportation equipment 4,458 2,943 Computer software and equipment 107,341 103,454 Construction in progress 22,656 17,854 668,676 619,446 Less accumulated depreciation (410,784 ) (374,732 ) $ 257,892 $ 244,714 Estimated useful lives for depreciation are: Buildings and improvements 15 – 39 years Machinery, equipment and furniture 3 – 15 years Transportation equipment 4 – 10 years Computer software and equipment 3 – 7 years We capitalize interest on capital invested in projects in accordance with ASC Topic 835, Interest . For fiscal 2015 , 2014 and 2013 , the total amount of interest capitalized was $0.3 million , $0.2 million and $0.2 million , respectively. Upon commencement of operations, capitalized interest, as a component of the total cost of the asset, is amortized over the estimated useful life of the asset. Certain construction in progress in the amount of $9.9 million is currently on hold but management believes it is probable that software in the amount of $0.8 million and machinery and equipment in the amount of $9.1 million will be completed and placed into service in the foreseeable future. (g) Internally Developed Software . Internally developed software is stated at cost less accumulated amortization and is amortized using the straight-line method over its estimated useful life ranging from 3 to 7 years. Software assets are reviewed for impairment when events or circumstances indicate the carrying value may not be recoverable over the remaining lives of the assets. During the software application development stage, capitalized costs include external consulting costs, cost of software licenses and internal payroll and payroll related costs for employees who are directly associated with a software project. Upgrades and enhancements are capitalized if they result in added functionality which enable the software to perform tasks it was previously incapable of performing. Software maintenance, training, data conversion and business process reengineering costs are expensed in the period in which they are incurred. (h) Goodwill and Other Intangible Assets . We review the carrying values of goodwill and identifiable intangibles whenever events or changes in circumstances indicate that such carrying values may not be recoverable and annually for goodwill and indefinite lived intangible assets as required by ASC Topic 350, Intangibles — Goodwill and Other . This guidance provides the option to first assess qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying value, a "Step 0" analysis. If, based on a review of qualitative factors, it is more likely than not that the fair value of a reporting unit is less than its carrying value, we perform "Step 1" of the two-step goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount. If the carrying value exceeds the fair value, we measure the amount of impairment loss, if any, by comparing the implied fair value of the reporting unit goodwill to its carrying amount. Unforeseen events, changes in circumstances, market conditions and material differences in the value of intangible assets due to changes in estimates of future cash flows could negatively affect the fair value of our assets and result in a non-cash impairment charge. Some factors considered important that could trigger an impairment review include the following: significant underperformance relative to expected historical or projected future operating results, significant changes in the manner of our use of acquired assets or the strategy for our overall business and significant negative industry or economic trends. (i) Revenue Recognition . We recognize revenues when the following conditions are met: persuasive evidence of an arrangement exists, delivery has occurred or services have been rendered, the price is fixed or determinable, and collectability is reasonably assured. Generally, these criteria are met at the time product is shipped or services are complete. A portion of our revenue, exclusively within our engineered building systems segment, includes multiple-element revenue arrangements due to multiple deliverables. Each deliverable is generally determined based on customer-specific manufacturing and delivery requirements. Because the separate deliverables have value to the customer on a stand-alone basis, they are typically considered separate units of accounting. A portion of the entire job order value is allocated to each unit of accounting. Revenue allocated to each deliverable is recognized upon shipment. We use estimated selling price (“ESP”) based on underlying cost plus a reasonable margin to determine how to separate multiple-element revenue arrangements into separate units of accounting, and how to allocate the arrangement consideration among those separate units of accounting. We determine ESP based on our normal pricing and discounting practices. Our sales arrangements do not include a general right of return of the delivered product(s). In certain cases, the cancellation terms of a job order provide us with the opportunity to bill for certain incurred costs. In those instances, revenue is not recognized until all revenue recognition criteria are met, including reasonable assurance of collectability. In our metal coil coating segment, our revenue activities broadly consist of cleaning, treating, painting and packaging various flat rolled metals as well as slitting and/or embossing the metal. We enter into two types of sales arrangements with our customers: toll processing sales and package sales. The primary distinction between these two arrangements relates to ownership of the underlying metal coil during treatment. In toll processing arrangements, we do not maintain ownership of the underlying metal coil during treatment and only recognize revenue for the toll processing activities, typically, cleaning, painting, slitting, embossing and packaging. In package sales arrangements, we have ownership of the metal coil during treatment and recognize revenue on both the toll processing activities and the sale of the underlying metal coil. Under either arrangement, revenue and the related direct and indirect costs are recognized when all of the recognition criteria are met, which is generally when the products are shipped to the customer. (j) Equity Raising and Deferred Financing Costs . Equity raising costs are recorded as a reduction to additional paid in capital upon the execution of an equity transaction. Deferred financing costs are capitalized as incurred and amortized using the straight-line method which approximates the effective interest method over the expected life of the debt. At November 1, 2015 and November 2, 2014 , the unamortized balance in deferred financing costs was $11.1 million and $3.3 million , respectively. (k) Cost of Sales . Cost of sales includes the cost of inventory sold during the period, including costs for manufacturing, inbound freight, receiving, inspection, warehousing, and internal transfers less vendor rebates. Costs associated with shipping and handling our products are included in cost of sales. Cost of sales is exclusive of asset impairments (recoveries), net and the gain on insurance recovery because these items are shown below cost of sales on our consolidated statement of operations. Purchasing costs and engineering and drafting costs are included in engineering, selling, general and administrative expense. Purchasing costs were $4.6 million , $3.8 million and $2.6 million and engineering and drafting costs were $46.9 million , $44.9 million and $43.0 million in each of fiscal 2015 , 2014 and 2013 , respectively. Approximately $3.0 million and $3.0 million of these engineering, selling, general and administrative costs were capitalized and remained in inventory at the end of fiscal 2015 and 2014 , respectively. (l) Warranty . We sell weathertightness warranties to our customers for protection from leaks in our roofing systems related to weather. These warranties range from two years to twenty years. We sell two types of warranties, standard and Single Source ™ , and three grades of coverage for each. The type and grade of coverage determines the price to the customer. For standard warranties, our responsibility for leaks in a roofing system begins after 24 consecutive leak-free months. For Single Source ™ warranties, the roofing system must pass our inspection before warranty coverage will be issued. Inspections are typically performed at three stages of the roofing project: (i) at the project start-up; (ii) at the project mid-point; and (iii) at the project completion. These inspections are included in the cost of the warranty. If the project requires or the customer requests additional inspections, those inspections are billed to the customer. Upon the sale of a warranty, we record the resulting revenue as deferred revenue, which is included in other accrued expenses in our consolidated balance sheets. See “Note 11 — Warranty”. (m) Insurance . Group medical insurance is purchased through Blue Cross Blue Shield (“BCBS”). The plans include a Preferred Provider Organization (“PPO”) plan and an Exclusive Provider Organization (“EPO”) plan. These plans are managed-care plans utilizing networks to achieve discounts through negotiated rates with the providers within these networks. The claims incurred under these plans are self-funded for the first $300,000 of each claim. We purchase individual stop loss reinsurance to limit our claims liability to $300,000 per claim. BCBS administers all claims, including claims processing, utilization review and network access charges. Insurance is purchased for workers compensation and employer liability, general liability, property and auto liability/auto physical damage. We utilize either deductibles or self-insurance retentions (“SIR”) to limit our exposure to catastrophic loss. The workers compensation insurance has a $250,000 per-occurrence deductible. The property and auto liability insurances have per-occurrence deductibles of $50,000 and $250,000 , respectively. The general liability insurance has a $1,000,000 SIR. Umbrella insurance coverage is purchased to protect us against claims that exceed our per-occurrence or aggregate limits set forth in our respective policies. All claims are adjusted utilizing a third-party claims administrator and insurance carrier claims adjusters. Each reporting period, we record the costs of our health insurance plan, including paid claims, an estimate of the change in incurred but not reported (“IBNR”) claims, taxes and administrative fees, when applicable, (collectively the “Plan Costs”) as general and administrative expenses in our Consolidated Statements of Operations. The estimated IBNR claims are based upon (i) a recent average level of paid claims under the plan, (ii) an estimated lag factor and (iii) an estimated growth factor to provide for those claims that have been incurred but not yet reported and paid. We use an actuary to determine the claims lag and estimated liability for IBNR claims. For workers’ compensation costs, we monitor the number of accidents and the severity of such accidents to develop appropriate estimates for expected costs to provide both medical care and indemnity benefits, when applicable, for the period of time that an employee is incapacitated and unable to work. These accruals are developed using independent third-party actuarial estimates of the expected cost for medical treatment, and length of time an employee will be unable to work based on industry statistics for the cost of similar disabilities, to include statutory impairment ratings. For general liability and automobile claims, accruals are developed based on independent third-party actuarial estimates of the expected cost to resolve each claim, including damages and defense costs, based on legal and industry trends and the nature and severity of the claim. Accruals also include estimates for IBNR claims, and taxes and administrative fees, when applicable. Each reporting period, we record the costs of our workers’ compensation, general liability and automobile claims, including paid claims, an estimate of the change in IBNR claims, taxes and administrative fees as general and administrative expenses in our Consolidated Statements of Operations. (n) Advertising Costs . Advertising costs are expensed as incurred. Advertising expense was $8.6 million , $7.6 million and $6.6 million in fiscal 2015 , 2014 and 2013 , respectively. (o) Impairment of Long-Lived Assets . We assess impairment of property, plant and equipment at an asset group level in accordance with the provisions of ASC Topic 360, Property, Plant and Equipment. We assess the recoverability of the carrying amount of property, plant and equipment if certain events or changes in circumstances indicate that the carrying value of such asset groups may not be recoverable, such as a significant decrease in market value of the asset groups or a significant change in our business conditions. If we determine that the carrying value of an asset group is not recoverable based on expected undiscounted future cash flows, excluding interest charges, we record an impairment loss equal to the excess of the carrying amount of the asset group over its fair value. The fair value of an asset group is determined based on prices of similar assets adjusted for their remaining useful life. We recorded asset impairment charges of $5.8 million in fiscal 2015. See “Note 5 — Restructuring and Asset Impairments.” (p) Share-Based Compensation . Compensation expense is recorded for restricted stock awards under the fair value method. In December 2013, we granted long-term incentive awards with performance conditions that will be paid 50% in cash and 50% in stock (“Performance Share Awards”). Compensation expense is recorded for Performance Share Awards based on the probable outcome of the performance conditions associated with the respective shares, as determined by management. On performance share unit awards, we applied a discount due to the required eighteen month holding period subsequent to vesting. We recorded the recurring pretax compensation expense relating to restricted stock awards, Performance Share Awards, stock options and performance share unit awards of $9.4 million , $10.2 million and $14.9 million for fiscal 2015 , 2014 and 2013 , respectively. (q) Foreign Currency Re-measurement and Translation . The functional currency for our Mexico operations is the U.S. dollar. Adjustments resulting from the re-measurement of the local currency financial statements into the U.S. dollar functional currency, which uses a combination of current and historical exchange rates, are included in other income in the current period. Net foreign currency re-measurement gains (losses) were $(1.8) million , $(0.9) million and $(0.1) million for the fiscal years ended November 1, 2015 , November 2, 2014 and November 3, 2013 , respectively. The functional currency for our Canadian operations is the Canadian dollar. Translation adjustments resulting from translating the functional currency financial statements into U.S. dollar equivalents are reported separately in accumulated other comprehensive income in stockholders’ equity. The net foreign currency gains (losses) included in other income for the fiscal years ended November 1, 2015 , November 2, 2014 and November 3, 2013 was $(0.4) million , $(0.2) million and $0.2 million , respectively. Net foreign currency translation adjustment, net of tax, and included in other comprehensive income was $0.1 million , $(0.4) million and $(0.1) million for the fiscal years ended November 1, 2015 , November 2, 2014 and November 3, 2013 , respectively. (r) Contingencies . We establish reserves for estimated loss contingencies and unasserted claims when we believe a loss is probable and the amount of the loss can be reasonably estimated. Our contingent liability reserves are related primarily to litigation and environmental matters. Revisions to contingent liability reserves are reflected in income in the period in which there are changes in facts and circumstances that affect our previous assumptions with respect to the likelihood or amount of loss. Reserves for contingent liabilities are based upon our assumptions and estimates regarding the probable outcome of the matter. We estimate the probable cost by evaluating historical precedent as well as the specific facts relating to each particular contingency (including the opinion of outside advisors, professionals and experts). Should the outcome differ from our assumptions and estimates or other events result in a material adjustment to the accrued estimated reserves, revisions to the estimated reserves for contingent liabilities would be required and would be recognized in the period the new information becomes known. (s) Income taxes . The determination of our provision for income taxes requires significant judgment, the use of estimates and the interpretation and application of complex tax laws. Our provision for income taxes reflects a combination of income earned and taxed in the various U.S. federal and state, Canadian federal and provincial as well as Mexican federal jurisdictions. Jurisdictional tax law changes, increases or decreases in permanent differences between book and tax items, accruals or adjustments of accruals for tax contingencies or valuation allowances, and the change in the mix of earnings from these taxing jurisdictions all affect the overall effective tax rate. In assessing the realizability of deferred tax assets, we must consider whether it is more likely than not that some portion, or all, of the deferred tax assets will not be realized. We consider all available evidence, both positive and negative, in determining whether a valuation allowance is required. Such evidence includes the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment, and judgment is required in considering the relative weight of negative and positive evidence. The fiscal 2014 income tax provision includes a $2.7 million benefit for the release of a valuation allowance. During 2014, after evaluating historical and future financial trends in our Canadian operations, we determined that it is more likely than not that we will utilize all of our current tax loss carry-forwards, which if unused would begin to expire in 2026. At November 3, 2013, we had a full valuation allowance in the amount of $4.0 million on the deferred tax assets of Robertson Building Systems Ltd., our Canadian subsidiary. (t) Reclassifications . Certain reclassifications have been made to the prior period amounts in our consolidated balance sheets, consolidated cash flows and notes to the consolidated financial statements to conform to the current presentation. The net effect of these reclassifications was not material to our consolidated financial statements. |
ACCOUNTING PRONOUNCEMENTS
ACCOUNTING PRONOUNCEMENTS | 12 Months Ended |
Nov. 01, 2015 | |
Accounting Changes and Error Corrections [Abstract] | |
ACCOUNTING PRONOUNCEMENTS | ACCOUNTING PRONOUNCEMENTS Adopted Accounting Pronouncements Presentation of unrecognized tax benefits In July 2013, the FASB issued ASU 2013-11, Income Taxes (Topic 740): Presentation of Unrecognized Tax Benefit When a Net Operating Loss Carryforward, A Similar Tax Loss, or a Tax Credit Carryforward Exists (A Consensus of the FASB Emerging Issues Task Force) . ASU 2013-11 requires an entity to present an unrecognized tax benefit as a reduction of a deferred tax asset for a net operating loss carryforward, or similar tax loss or tax credit carryforward, rather than as a liability when the uncertain tax position would reduce the net operating loss or other carryforward under the tax law of the applicable jurisdiction and the entity intends to use the deferred tax asset for that purpose. We adopted ASU 2013-11 prospectively for our first quarter in fiscal 2015. The adoption of ASU 2013-11 did not have a material impact on our consolidated financial statements. Recognition of measurement period adjustments In September 2015, the FASB issued ASU 2015-16, Business Combinations - Simplifying the Accounting for Measurement-Period Adjustments , which eliminates the requirement to restate prior period financial statements for measurement period adjustments. The guidance requires that the cumulative impact of a measurement period adjustment (including the impact on prior periods) be recognized in the reporting period in which the adjustment is identified. We early adopted this guidance in our fourth quarter of fiscal 2015. See “Note 4 — Acquisitions.” Recent Accounting Pronouncements In April 2014, the FASB issued ASU 2014-08, Presentation of Financial Statements (Topic 205) and Property, Plant, and Equipment (Topic 360): Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity. ASU 2014-08 changes the requirement for reporting discontinued operations. A disposal of a component of an entity or a group of components of an entity will be required to be reported in discontinued operations if the disposal represents a strategic shift that has or will have a major effect on an entity’s operations and financial results when the entity or group of components of an entity meets the criteria to be classified as held for sale or when it is disposed of by sale or other than by sale. The update also requires additional disclosures about discontinued operations, a disposal of an individually significant component of an entity that does not qualify for discontinued operations presentation in the financial statements, and an entity’s significant continuing involvement with a discontinued operation. This update is effective prospectively for our first quarter in fiscal 2016. Early adoption is permitted, but only for disposals (or classifications as held for sale) that have not been reported in previously issued financial statements. We do not expect that the adoption of this guidance will have a material impact on our consolidated financial statements. In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (Topic 606). ASU 2014-09 supersedes the revenue recognition requirements in ASC Topic 605, Revenue Recognition , and most industry-specific guidance. The core principle of the guidance is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. In August 2015, the FASB issued ASU 2015-14, which deferred the effective date of ASU 2014-09 by one year. The new standard allows for either full or modified retrospective adoption and is effective for annual reporting periods beginning after December 15, 2017, including interim periods within that reporting period, which for the Company is the first quarter of fiscal 2019. Entities can still adopt the amendments as of the original effective date beginning after December 15, 2016. We are currently assessing the potential effects of these changes to our consolidated financial statements. In June 2014, the FASB issued ASU 2014-12, Accounting for Share-Based Payments When the Terms of an Award Provide That a Performance Target Could Be Achieved after the Requisite Service Period . ASU 2014-12 requires that a performance target that affects vesting and could be achieved after the requisite service period be treated as a performance condition. A reporting entity should apply existing guidance in FASB Accounting Standards Codification 718, Compensation - Stock Compensation , as it relates to such awards. ASU 2014-12 is effective for our first quarter in fiscal 2017, with early adoption permitted. We do not expect that the adoption of this guidance will have a material impact on our consolidated financial statements. In January 2015, the FASB issued ASU 2015-01, Income Statement - Extraordinary and Unusual Items (Subtopic 225-20): Simplifying Income Statement Presentation by Eliminating the Concept of Extraordinary Items . ASU 2015-01 eliminates from U.S. GAAP the concept of extraordinary items. The guidance is effective for our fiscal year ending October 29, 2017. A reporting entity may apply the amendments prospectively. We do not expect that the adoption of this guidance will have a material impact on our consolidated financial statements. In April 2015, the FASB issued ASU 2015-03, Interest - Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs . ASU 2015-03 requires debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of the related debt liability instead of being presented as a separate asset. In circumstances where the costs are incurred before the debt liability is recorded, the costs will be reported on the balance sheet as an asset until the debt liability is recorded. Debt disclosures will include the face amount of the debt liability and the effective interest rate. The update requires retrospective application and is effective for our fiscal year ending October 29, 2017. Early adoption is permitted for financial statements that have not been previously issued. In August 2015, FASB issued ASU 2015-15, Interest - Imputation of Interest (Subtopic 835-30) - Presentation and Subsequent Measurement of Debt Issuance Costs Associated with Line-of-Credit Arrangements (Amendments to SEC Paragraphs Pursuant to Staff Announcement at June 18, 2015 EITF Meeting) , to provide further clarification to ASU 2015-03 as it relates to the presentation and subsequent measurement of debt issuance costs associated with line of credit arrangements. Upon adoption of this guidance, we expect to reclassify approximately $11 million in deferred financing costs as a reduction of the carrying amount of the debt liability. In July 2015, the FASB issued ASU 2015-11, Inventory (Topic 330): Simplifying the Measurement of Inventory . ASU 2015-11 requires that inventory that has historically been measured using first-in, first-out (FIFO) or average cost method should now be measured at the lower of cost and net realizable value. The update requires prospective application and is effective for our fiscal year ending October 28, 2018. Early adoption is permitted for financial statements that have not been previously issued. We do not expect that the adoption of this guidance will have a material impact on our consolidated financial statements. In November 2015, the FASB issued ASU 2015-17, Balance Sheet Classification of Deferred Taxes . ASU 2015-17 requires all deferred tax assets and liabilities to be presented in the balance sheet as noncurrent. ASU 2015-17 is effective for fiscal years beginning after December 15, 2016, our fiscal 2018, and interim periods within those years. Early adoption is permitted. Upon adoption, we will present the net deferred tax assets as noncurrent and reclassify any current deferred tax assets and liabilities in our consolidated financial position on a retrospective basis. |
GAIN ON INSURANCE RECOVERY
GAIN ON INSURANCE RECOVERY | 12 Months Ended |
Nov. 01, 2015 | |
Gain On Insurance Recovery [Abstract] | |
GAIN ON INSURANCE RECOVERY | GAIN ON INSURANCE RECOVERY On August 6, 2013, our metal coil coating segment facility in Jackson, Mississippi experienced a fire caused by an exhaust fan failure that damaged the roof and walls of two curing ovens. The ovens were repaired and operations resumed in September 2013. During the fiscal years ended November 2, 2014 and November 3, 2013, we received $1.3 million and $1.0 million from insurance proceeds, respectively, which have been separately stated as “Gain on insurance recovery” on our consolidated statement of operations. These insurance proceeds were used to purchase and install assets to rebuild the roof and walls of the affected assets. The new assets were capitalized and are being depreciated over their estimated useful life of 10 years. |
GOODWILL AND OTHER INTANGIBLE A
GOODWILL AND OTHER INTANGIBLE ASSETS | 12 Months Ended |
Nov. 01, 2015 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets | GOODWILL AND OTHER INTANGIBLE ASSETS Our goodwill balance and changes in the carrying amount of goodwill by operating segment are as follows (in thousands): Metal Coil Coating Metal Components Engineered Building Systems Total Balance as of November 2, 2014 and November 3, 2013 $ — $ 70,026 $ 5,200 $ 75,226 Additions — 73,571 9,110 82,681 Impairment — — — — Other, net — 119 — 119 Balance as of November 1, 2015 $ — $ 143,716 $ 14,310 $ 158,026 On January 16, 2015, we completed the CENTRIA Acquisition. The purchase price is subject to a post-closing adjustment to net working capital as provided in the Interest Purchase Agreement. This transaction resulted in preliminary goodwill of $82.7 million as the transaction was expected to strengthen our position as a fully integrated supplier to the nonresidential building products industry, providing our customers a comprehensive suite of building products. The preliminary goodwill was allocated to the metal components segment and engineered building systems segment based on expected synergies that the Company believes the segments will derive from the acquisition. On June 22, 2012, we completed the acquisition of Metl-Span LLC (“Metl-Span”), a Texas limited liability company (the "Metl-Span Acquisition”). Effective October 29, 2012, Metl-Span merged with and into NCI Group, Inc., with NCI Group, Inc. being the lone survivor. The purchase price was subject to a post-closing adjustment based on Metl-Span’s cash, working capital, indebtedness, transaction expenses and accrued employee bonuses at closing. As a result, the fair value of certain assets acquired and liabilities assumed were finalized during fiscal 2013, resulting in goodwill of $70.0 million that was recorded in our metal components segment. In accordance with ASC Topic 350, Intangibles — Goodwill and Other , goodwill is tested for impairment at least annually at the reporting unit level, which is defined as an operating segment or a component of an operating segment that constitutes a business for which financial information is available and is regularly reviewed by management. Management has determined that we have six reporting units for the purpose of allocating goodwill and the subsequent testing of goodwill for impairment. Our metal components segment has four reporting units and our engineered building systems segment has two reporting units for the purpose of allocating goodwill. At the beginning of the fourth quarter of each fiscal year, we perform an annual impairment assessment of goodwill and indefinite-lived intangible assets. Additionally, we assess goodwill and indefinite-lived intangible assets for impairment whenever events or changes in circumstances indicate that the fair value may be below the carrying value. We completed our annual impairment assessment of goodwill and indefinite-lived intangible assets in the fourth quarter of fiscal 2015 and we elected to apply the qualitative assessment for the goodwill in certain of our reporting units within the metal components segment and the engineered building systems segment as of August 3, 2015. We also applied the qualitative assessment for the indefinite-lived intangible assets within the metal components and engineered building systems segments as of August 3, 2015. Under the qualitative assessment, various events and circumstances (or factors) that would affect the estimated fair value of a reporting unit are identified (similar to impairment indicators above). These factors are then classified by the type of impact they would have on the estimated fair value using positive, neutral, and negative categories based on current business conditions. Additionally, an assessment of the level of impact that a particular factor would have on the estimated fair value is determined using relative weightings. Additionally, the Company considers the results of the most recent two-step quantitative impairment test completed for a reporting unit and compares the weighted average cost of capital (WACC), publicly traded company multiples and observable and recent transaction multiples between the current and prior years for a reporting unit. Based on our assessment of these tests, we do not believe it is more likely than not that the fair value of the reporting units or the indefinite-lived intangible assets are less than their respective carrying amounts. We performed a quantitative impairment test for certain of our reporting units within the metal components segment and the engineered building systems segment during the fourth quarter of fiscal 2015. We estimate the fair value of a reporting unit using projected discounted cash flows and publicly traded company multiples. To develop the projected cash flows associated with the reporting units, we considered key factors that include assumptions regarding sales volume and prices, capital expenditures, working capital changes and discount rates. We discount the projected cash flows using a long-term, risk-adjusted weighted-average cost of capital, which was based on our estimate of the investment returns that market participants would require for a reporting unit. We consider publicly traded company multiples for companies with operations similar to a reporting unit. Based on our completion of these tests, we determined that the fair values of the reporting units exceeded their carrying values. The following table represents all our intangible assets activity for the fiscal years ended November 1, 2015 and November 2, 2014 (in thousands): Range of Life (Years) November 1, 2015 November 2, 2014 Amortized intangible assets: Cost: Trade names 15 $ 29,167 $ 15,187 Customer lists and relationships 12 – 20 136,210 30,310 Non-competition agreements 5 – 10 8,132 8,132 Supplier relationships 3 150 150 Backlog 0.75 8,400 — $ 182,059 $ 53,779 Accumulated amortization: Trade names $ (6,824 ) $ (5,073 ) Customer lists and relationships (15,613 ) (9,040 ) Non-competition agreements (8,132 ) (8,081 ) Supplier relationships (150 ) (117 ) Backlog (8,400 ) — $ (39,119 ) $ (22,311 ) Net book value $ 142,940 $ 31,468 Indefinite-lived intangible assets: Trade names $ 13,455 $ 13,455 Total intangible assets at net book value $ 156,395 $ 44,923 The Star and Ceco trade name assets have an indefinite life and are not amortized, but are reviewed annually and tested for impairment. These trade names were determined to have indefinite lives due to the length of time the trade names have been in place, with some having been in place for decades. Our intention is to maintain these trade names indefinitely. All other intangible assets are amortized on a straight-line basis or a basis consistent with the expected future cash flows over their expected useful lives. As of November 1, 2015 and November 2, 2014, the weighted average amortization period for all our intangible assets was 18.2 years . Amortization expense of intangibles was $16.9 million , $4.1 million and $4.1 million for fiscal 2015, 2014 and 2013, respectively. We expect to recognize amortization expense over the next five fiscal years as follows (in thousands): 2016 $ 9,620 2017 9,620 2018 9,620 2019 9,620 2020 9,327 In accordance with ASC Topic 350, Intangibles — Goodwill and Other , we evaluate the remaining useful life of intangible assets on an annual basis. We also review finite-lived intangible assets for impairment when events or changes in circumstances indicate the carrying values may not be recoverable in accordance with ASC Topic 360, Property, Plant and Equipment . |
SHARE-BASED COMPENSATION
SHARE-BASED COMPENSATION | 12 Months Ended |
Nov. 01, 2015 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
SHARE-BASED COMPENSATION | SHARE-BASED COMPENSATION Our 2003 Long-Term Stock Incentive Plan (“Incentive Plan”) is an equity-based compensation plan that allows us to grant a variety of types of awards, including stock options, restricted stock, restricted stock units, stock appreciation rights, performance share units (“PSUs”), phantom stock awards, long-term incentive awards with performance conditions ("Performance Share Awards") and cash awards. As a general rule, option awards terminate on the earlier of (i) 10 years from the date of grant, (ii) 30 days after termination of employment or service for a reason other than death, disability or retirement, (iii) one year after death or (iv) one year for incentive stock options or five years for other awards after disability or retirement. Awards are non-transferable except by disposition on death or to certain family members, trusts and other family entities as the Compensation Committee of our Board of Directors (the “Committee”) may approve. Awards may be paid in cash, shares of our common stock or a combination, in lump sum or installments and currently or by deferred payment, all as determined by the Committee. In addition, our December 11, 2009 stock option grants contain restrictions on the employees’ ability to exercise and sell the options prior to January 1, 2013, or if earlier, the employees’ death, disability, or qualifying termination (as defined in the Incentive Plan), or upon a change in control of the Company. As of November 1, 2015, and for all periods presented, our share-based awards under this plan have consisted of restricted stock grants, PSUs and stock option grants, none of which can be settled through cash payments, and Performance Share Awards. Both our stock options and restricted stock awards are subject only to vesting requirements based on continued employment at the end of a specified time period and typically vest over three to four years or earlier upon death, disability or a change in control. However, our annual restricted stock awards issued prior to December 15, 2013 also vest upon attainment of age 65 and, only in the case of certain special one-time restricted stock awards, a portion vest on termination without cause or for good reason, as defined by the agreements governing such awards. Restricted stock awards issued after December 15, 2013 do not vest upon attainment of age 65, as provided by the agreements governing such awards. The vesting of our Performance Share Awards is described below. A total of approximately 4,254,000 and 2,538,000 shares were available at November 1, 2015 and November 2, 2014, respectively, under the Incentive Plan for the further grants of awards. Our option awards and time-based restricted stock awards are typically subject to graded vesting over a service period, which is typically four years. Our performance-based and market-based restricted stock awards are typically subject to cliff vesting at the end of the service period, which is typically three years. We recognize compensation cost for these awards on a straight-line basis over the requisite service period for each annual award grant. In addition, certain of our awards provide for accelerated vesting upon qualified retirement, after a change of control or upon termination without cause or for good reason. We recognize compensation cost for such awards over the period from grant date to the date the employee first becomes eligible for retirement. Since December 2006, the Committee’s policy has been to provide for grants of restricted stock once per year, with the type and size of the awards based on a dollar amount set by the Committee. For executive officers and designated members of senior management, a portion of the award may be fixed and a portion may be subject to adjustment, up or down, depending on the average rate of growth in NCI’s earnings per share over the three fiscal years ended prior to the award date. The number of shares awarded on the grant date equals the dollar value specified by the Committee (after adjustment with regard to the variable portion) divided by the closing price of the stock on the grant date, or if the grant date is not a trading day, the trading day prior to the grant date. All restricted stock awards to all award recipients, including executive officers, are subject to a cap in value set by the Committee. The total recurring pre-tax share-based compensation cost that has been recognized in results of operations was $9.4 million , $10.2 million and $14.9 million for the fiscal years ended November 1, 2015, November 2, 2014 and November 3, 2013, respectively. Of these amounts, $8.3 million , $8.9 million and $14.2 million were included in engineering, selling, general and administrative expense for the fiscal years ended November 1, 2015, November 2, 2014 and November 3, 2013, respectively, with the remaining costs in each period included in cost of sales. As of November 1, 2015, we do not have any amounts capitalized for share-based compensation cost in inventory or similar assets. The total income tax benefit recognized in results of operations for share-based compensation arrangements was $3.7 million , $3.9 million and $5.7 million for the fiscal years ended November 1, 2015, November 2, 2014 and November 3, 2013, respectively. Stock Option Awards The fair value of each option award is estimated as of the date of grant using a Black-Scholes-Merton option pricing formula. Expected volatility is based on normalized historical volatility of our stock over a preceding period commensurate with the expected term of the option and adjusted to exclude the increased volatility associated with the refinancing the Company experienced in fiscal 2009 because this volatility is not relevant to the expected future volatility of the stock. The risk-free rate for the expected term of the option is based on the U.S. Treasury yield curve in effect at the time of grant. Expected dividend yield was not considered in the option pricing formula since we do not currently pay dividends on our Common Stock and have no current plans to do so in the future. Cash received from option exercises from a retired executive due to expiration in accordance with the terms of the agreement was $0.7 million during fiscal 2013. There were 40,000 options exercised during fiscal 2015. Cash received from the option exercises was $0.4 million during fiscal 2015. The actual tax benefit realized for the tax deductions from option exercises totaled $0.2 million for fiscal 2013. There were no options exercised during fiscal 2014. The weighted average assumptions for the equity awards granted on December 15, 2014, December 16, 2013 and December 17, 2012 are as follows: December 15, 2014 December 16, December 17, Expected volatility 49.45 % 54.29 % 55.24 % Expected term (in years) 5.50 5.75 5.75 Risk-free interest rate 1.63 % 1.75 % 0.90 % During fiscal 2015, 2014 and 2013, we granted 10,543 , 5,058 and 2,101 stock options, respectively, and the weighted average grant-date fair value of options granted during fiscal 2015, 2014 and 2013 was $7.91 , $9.09 and $7.22 , respectively. As of November 1, 2015 and November 2, 2014, there was approximately $0.1 million and $0.3 million , respectively, of total unrecognized compensation cost related to stock option share-based compensation arrangements and this cost is expected to be recognized over a weighted-average remaining period of 1.9 years and 1.4 years, respectively. The following is a summary of stock option transactions during fiscal 2015, 2014 and 2013 (in thousands, except weighted average exercise prices and weighted average remaining life): Number of Shares Weighted Average Exercise Price Weighted Average Remaining Life Aggregate Intrinsic Value Balance October 28, 2012 2,100 16.11 Granted 2 14.28 Exercised (76 ) (8.85 ) Cancelled (18 ) (111.55 ) Balance November 3, 2013 2,008 15.55 Granted 5 17.79 Cancelled (65 ) (148.82 ) Balance November 2, 2014 1,948 11.05 Granted 10 17.07 Exercised (40 ) (8.85 ) Cancelled (14 ) (175.08 ) Balance November 1, 2015 1,904 9.85 4.3 $ 2,708 Exercisable at November 1, 2015 1,797 9.83 4.3 $ 2,581 The following summarizes additional information concerning outstanding options at November 1, 2015 (in thousands, except weighted average remaining life and weighted average exercise prices): Options Outstanding Number of Options Weighted Average Remaining Life Weighted Average Exercise Price 1,882 4.3 years $ 9.13 21 6.6 years 68.48 1 0.6 years 303.20 1,904 4.3 years $ 9.85 The following summarizes additional information concerning options exercisable at November 1, 2015 (in thousands, except weighted average exercise prices): Options Exercisable Number of Options Weighted Average Exercise Price 1,790 $ 9.13 6 180.88 1 303.20 1,797 $ 9.83 Restricted stock and performance awards On August 1, 2012, we granted performance stock unit awards with a fair value of $12.0 million or 1,027,500 units. The performance period ended June 30, 2015 and earned PSU shares vested on July 15, 2015 with an actual payout of 52.675% or 541,240 units. 281,842 shares, net of 114,541 shares withheld for taxes, were issued in July 2015. The remaining 144,857 shares were deferred under the Company's Deferred Compensation Plan. The Company amended its Deferred Compensation Plan to allow deferral of vested 2012 PSU awards. In connection with this amendment, the Company will hold the 144,857 shares in its treasury shares until participants are eligible to receive benefits under the terms of the plan. In accordance with the terms of the plan, the deferred compensation obligation related to the Company's stock may only be settled by the delivery of a fixed number of shares held on the participants' behalf. The purpose of the PSU grants is to closely align the incentive compensation of the executive leadership team for the duration of the three -year performance cycle (beginning on July 1, 2012 and ending on June 30, 2015) with returns to NCI’s shareholders and thereby further motivate the executive leadership team to create sustained value for NCI shareholders. The design of the PSU grants effectuates this purpose by placing a material amount of incentive compensation for each executive at risk and by offering extraordinary reward for the attainment of extraordinary results. Design features of the PSU grants that are in furtherance of this purpose include the following: (1) Unless the Board determines otherwise, the one-time grant of PSUs is in lieu of annual time-vesting restricted stock awards that would otherwise be granted to these executives in accordance with NCI’s current grant practices in December of 2012, 2013 and 2014. (2) The vesting of the PSUs is based solely on “absolute” total shareholder return (“TSR”), rather than based on a comparison to the returns of a peer group. (3)TSR must be sustained through the end of the three -year performance period, rather than at any point during the performance period, and TSR achievement during the performance period that is not sustained through the end of the performance period will not result in vesting of the PSUs. (4) The ultimate number of shares to be issued pursuant to the PSU awards will vary in proportion to the TSR achieved during the performance period, with no shares being issued if the 20-day average common share trading price is at or below $10 per share at the end of the performance period; the target number of shares (1,027,500) being issued if the 20-day average share price is $20 per share at the end of the performance period; the maximum number of shares (3,082,500) being issued if the 20-day average share price is $30 per share at the end of the performance period. (5) Unless there is a Qualifying Termination (as defined in the Performance Share Award Agreement), the PSUs of an executive will be forfeited upon an executive’s termination of employment during the performance period. The fair value and compensation expense of the PSU grant was estimated based on the Company’s stock price as of the date of grant using a Monte Carlo simulation. Though the value of the PSU grant may change for each participant, the compensation expense recorded by the Company is determined on the date of grant. Expected volatility is based on historical volatility of our stock over a preceding period commensurate with the expected term of the PSU. The expected volatility considers factors such as the volatility of our share price, implied volatility of our share price, length of time our shares have been publicly traded, appropriate and regular intervals for price observations and our corporate and capital structure. The forfeiture rate in our calculation of share-based compensation expense for the PSUs is based on historical experience and is estimated at 0% for our officers. The risk-free rate for the expected term of the PSU is based on the U.S. Treasury yield curve in effect at the time of grant. Expected dividend yield was not considered in the Monte Carlo simulation since we historically have not paid dividends on our common shares and have no current plans to do so in the future. We applied a discount due to the required eighteen month holding period subsequent to vesting. The weighted average assumptions for the PSUs granted on August 1, 2012 are as follows: August 1, 2012 Expected volatility 56.9 % Expected term (in years) 2.9 Risk-free interest rate 0.30 % Lack of marketability discount 20 % Our PSUs vest pro rata if an executive’s employment terminates prior to the three -year performance period ending on June 30, 2015 due to death, disability, or termination by NCI without cause or by the executive with good reason. If the executive’s employment terminates for any other reason prior to the end of the performance period, all PSUs are forfeited. If a change in control of NCI occurs prior to the end of the performance period, the performance period will immediately end at the time of the change in control and an executive will earn a percentage of the target number of PSUs based on the TSR achieved determined by reference to the value of NCI common stock at the time of the change in control. In December 2014, we granted long-term incentive awards with a three-year performance period to our senior executives (“2014 Executive Awards”). 40% of the value of the long-term incentive awards consists of time-based restricted stock and 60% of the value of the award consists of PSUs. The restricted stock is time-vesting based on continued employment, with two-thirds of the restricted stock vesting on December 15, 2016 and one-third vesting on December 15, 2017. The PSUs vest based on the achievement of performance goals and continued employment, with one-half of the award vesting on December 15, 2016 and the remaining one-half vesting on December 15, 2017. The PSU performance goals are based on three metrics: (1) cumulative free cash flow (weighted 40% ); (2) cumulative earnings per share (weighted 40% ); and (3) total shareholder return (weighted 20% ), in each case during the performance period. The number of shares that may be received on vesting of the PSUs will depend upon the satisfaction of the performance goals, up to a maximum of 200% of the target number of the PSUs. The PSUs vest pro rata if an executive’s employment terminates prior to the end of the performance period due to death, disability, or termination by NCI without cause or by the executive for good reason. If an executive’s employment terminates for any other reason prior to the end of the performance period, all outstanding unvested PSUs, whether earned or unearned, will be forfeited and cancelled. If a change in control of NCI occurs prior to the end of the performance period, the PSU payout will be calculated and paid assuming that the maximum benefit had been achieved. If an executive’s employment terminates due to death or disability while any of the restricted stock is unvested, then all of the unvested restricted stock will become vested. If an executive’s employment is terminated by NCI without cause or after reaching normal retirement age, the unvested restricted stock will be forfeited. If a change in control of NCI occurs prior to the end of the performance period, the restricted stock will fully vest. The fair value of the 2014 Executive Awards is based on the Company’s stock price as of the date of grant. A portion of the compensation cost of the 2014 Executive Awards is based on the probable outcome of the performance conditions associated with the respective shares, as determined by management. During the fiscal year ended November 1, 2015, we granted PSUs with a fair value of approximately $3.6 million . Also in December 2014, we granted Performance Share Awards to our key employees that will be paid 50% in cash and 50% in stock (“2014 Key Employee Awards”). The final number of 2014 Key Employee Awards earned for these awards granted in December 2014 will be based on the achievement of free cash flow and earnings per share targets over a three-year performance period. These 2014 Key Employee Awards cliff vest three years from the date of grant and are earned based on the performance against the pre-established targets for the requisite service period. The 2014 Key Employee Awards also vest earlier upon death, disability or a change of control. However, a portion of the awards may vest on termination without cause or after reaching normal retirement age prior to the vesting date, as defined by the agreements governing such awards. The fair value of the 2014 Key Employee Awards is based on the Company’s stock price as of the date of grant. Compensation cost is recorded based on the probable outcome of the performance conditions associated with the respective shares, as determined by management. During the fiscal year ended November 1, 2015, we granted 2014 Key Employee Awards with an equity fair value of $1.5 million and a cash value of $1.7 million . In December 2013, we granted long-term incentive Performance Share Awards with performance conditions that will be paid 50% in cash and 50% in stock. The final number of Performance Share Awards earned for these awards granted in December 2013 will be based on the achievement of free cash flow and earnings per share targets over a three -year period. These Performance Share Awards cliff vest three years from the date of grant and are earned based on the performance against the pre-established targets for the requisite service period. The Performance Share Awards also vest earlier upon death, disability or a change of control. However, a portion of the awards may vest on termination without cause or after reaching normal retirement age prior to the vesting date, as defined by the agreements governing such awards. The fair value of Performance Share Awards is based on the Company’s stock price as of the date of grant. Compensation cost is recorded based on the probable outcome of the performance conditions associated with the respective shares, as determined by management. During fiscal 2014, we granted Performance Share Awards with a fair value of $2.2 million . The Committee approved a modification to our existing long term incentive plan (“Modification”) on May 29, 2014 (the “Modification Date”). The Modification revised certain financial performance thresholds of the Performance Share Awards by making 50% of the award time-based and 50% of the award performance-based. The Modification did not result in the recognition of any incremental compensation cost on the Modification Date for the 82 employees who were impacted by the Modification. The fair value of restricted stock awards classified as equity awards is based on the Company’s stock price as of the date of grant. We have estimated a forfeiture rate of 7.5% for our non-officers and 0% for our officers in our calculation of share-based compensation expense for the fiscal years ended November 1, 2015 and November 2, 2014. We estimated a forfeiture rate of 10% for our non-officers and 0% for our officers in our calculation of share-based compensation expense for the fiscal year ended November 3, 2013. These estimates are based on historical forfeiture behavior exhibited by our employees. During fiscal 2015, 2014 and 2013, we granted time-based restricted stock awards with a fair value of $6.8 million or 409,782 shares, $3.5 million or 192,005 shares and $6.4 million or 446,566 shares, respectively. As of November 1, 2015 and November 2, 2014, there was approximately $7.3 million and $7.7 million , respectively, of total unrecognized compensation cost related to time-based restricted stock share-based compensation arrangements and this cost is expected to be recognized over a weighted-average remaining period of 2.1 years and 2.5 years, respectively. As of November 1, 2015 and November 2, 2014, there was approximately $3.6 million and $4.2 million respectively, of total unrecognized compensation cost related to performance-based and market-based restricted stock share-based compensation arrangements and this cost is expected to be recognized over a weighted average remaining period of 1.8 years and 1.2 years, respectively. Restricted stock and performance award transactions during fiscal 2015, 2014 and 2013 were as follows (in thousands, except weighted average grant prices): Restricted Stock and Performance Awards Time-Based Performance-Based Market-Based Number of Shares Weighted Average Grant Price Number of Shares (1) Weighted Average Grant Price Number of Shares (1) Weighted Average Grant Price Balance October 28, 2012 1,720 $ 12.09 — $ — 1,028 $ 11.71 Granted 447 14.30 — — — — Vested (612 ) 9.98 — — — — Forfeited (46 ) 11.69 — — — — Balance November 3, 2013 1,509 $ 13.62 — $ — 1,028 $ 11.71 Granted 192 18.28 125 17.47 — — Vested (765 ) 13.01 — — — — Forfeited (81 ) 13.49 (8 ) 17.47 — — Balance November 2, 2014 855 $ 15.22 117 $ 17.47 1,028 $ 11.71 Granted 410 16.60 270 17.04 45 12.76 Vested (352 ) 13.11 — — (541 ) 11.71 Forfeited (85 ) 23.71 (44 ) 16.22 (492 ) 11.72 Balance November 1, 2015 828 $ 15.87 343 $ 17.19 40 $ 11.78 (1) The number of restricted stock shown reflects the shares that would be granted if the target level of performance is achieved. The number of shares actually issued may vary. |
EARNINGS (LOSS) PER COMMON SHAR
EARNINGS (LOSS) PER COMMON SHARE | 12 Months Ended |
Nov. 01, 2015 | |
Earnings Per Share [Abstract] | |
EARNINGS (LOSS) PER COMMON SHARE | EARNINGS (LOSS) PER COMMON SHARE Basic earnings (loss) per common share is computed by dividing net income (loss) allocated to common shares by the weighted average number of common shares outstanding. Diluted income (loss) per common share, if applicable, considers the dilutive effect of common stock equivalents. The reconciliation of the numerator and denominator used for the computation of basic and diluted income (loss) per common share is as follows (in thousands, except per share data): Fiscal Year Ended November 1, 2015 November 2, 2014 November 3, 2013 Numerator for Basic and Diluted Earnings (Loss) Per Common Share: Net income (loss) applicable to common shares (1) $ 17,646 $ 11,085 $ (12,885 ) Denominator for Basic and Diluted Earnings (Loss) Per Common Share: Weighted average basic number of common shares outstanding 73,271 73,079 44,761 Common stock equivalents: Employee stock options 652 729 — PSUs and Performance Share Awards — 901 — Weighted average diluted number of common shares outstanding 73,923 74,709 44,761 Basic earnings (loss) per common share $ 0.24 $ 0.15 $ (0.29 ) Diluted earnings (loss) per common share $ 0.24 $ 0.15 $ (0.29 ) (1) Net income (loss) applicable to common shares includes an allocation of earnings to participating securities. Participating securities consist of the Convertible Preferred Stock, as defined below, for the period prior to its conversion to Common Stock of the Company and the unvested restricted Common Stock related to our Incentive Plan. These participating securities do not have a contractual obligation to share in losses; therefore, no losses were allocated in fiscal 2013. The Convertible Preferred Stock was converted into shares of our Common Stock in the third quarter of fiscal 2013. The Unvested Common Stock related to our Incentive Plan was allocated earnings in fiscal 2015 and 2014. On May 14, 2013, the CD&R Funds, the holders of 339,293 Preferred Shares, as defined below, delivered a formal notice requesting the Conversion of all of their Preferred Shares into shares of our Common Stock. In connection with the Conversion request, we have issued the CD&R Funds 54,136,817 shares of our Common Stock. The Conversion eliminated all the outstanding Convertible Preferred Stock during our third quarter of fiscal 2013. We calculate earnings (loss) per share using the “two-class” method, whereby unvested share-based payment awards that contain non-forfeitable rights to dividends or dividend equivalents are “participating securities” and, therefore, these participating securities are treated as a separate class in computing earnings (loss) per share. The calculation of earnings (loss) per share for Common Stock presented here excludes the income, if any, attributable to Series B Cumulative Convertible Participating Preferred Stock (the “Convertible Preferred Stock,” and shares thereof, “Preferred Shares”) for the period prior to their Conversion to Common Stock of the Company and the unvested restricted stock awards from the numerator and excludes the dilutive impact of those shares from the denominator. The Convertible Preferred Stock was converted into shares of our Common Stock in the third quarter of fiscal 2013. There was no income amount attributable to Preferred Shares or unvested restricted stock for fiscal 2013 as the Preferred Shares and unvested restricted stock do not share in the net losses. However, in periods of net income allocated to common shares, a portion of this income will be allocable to the unvested restricted stock. The number of weighted average options that were not included in the diluted earnings per share calculation because the effect would have been anti-dilutive represented approximately 145,140 shares for fiscal 2015. Additionally, for the fiscal year ended November 1, 2015, Performance Share Awards and PSUs of 98,840 shares and 45,172 shares, respectively, were not included in the diluted income per common share calculation because the achievement of the performance and market conditions had not been achieved as of November 1, 2015. For the fiscal year ended November 2, 2014, the number of weighted average options that were not included in the diluted income per common share calculation because the effect would have been anti-dilutive was 20,458 shares. Also, 57,332 shares of the Performance Share Awards were not included in the diluted income per common share calculation in fiscal 2014 because the achievement of free cash flow and earnings per share targets had not been achieved as of November 2, 2014. In addition, the final number of Performance Share Awards earned for the awards granted in December 2013 will be based in part on the achievement of free cash flow and earnings per share targets over a three -year period. For the fiscal year ended November 3, 2013, all options, PSUs and Performance Share Awards were anti-dilutive and, therefore, not included in the diluted loss per common share calculation. |
OTHER ACCRUED EXPENSES
OTHER ACCRUED EXPENSES | 12 Months Ended |
Nov. 01, 2015 | |
Payables and Accruals [Abstract] | |
OTHER ACCRUED EXPENSES | OTHER ACCRUED EXPENSES Other accrued expenses are comprised of the following (in thousands): November 1, 2015 November 2, 2014 Accrued warranty obligation and deferred warranty revenue $ 25,162 $ 23,685 Other accrued expenses 72,147 45,083 Total other accrued expenses $ 97,309 $ 68,768 |
WARRANTY
WARRANTY | 12 Months Ended |
Nov. 01, 2015 | |
Product Warranties Disclosures [Abstract] | |
WARRANTY | WARRANTY The following table represents the rollforward of our accrued warranty obligation and deferred warranty revenue activity for the fiscal years ended November 1, 2015 and November 2, 2014 (in thousands): November 1, 2015 November 2, 2014 Beginning balance $ 23,685 $ 22,673 Warranties sold 2,525 3,241 Revenue recognized (2,657 ) (2,229 ) Cost incurred and other (1) 1,609 — Ending balance $ 25,162 $ 23,685 (1) Represents the preliminary fair value of accrued warranty obligations in the amount of $1.6 million assumed in the CENTRIA Acquisition. CENTRIA offers weathertightness warranties to certain customers. Weathertightness warranties are offered in various configurations for terms from five to twenty years, prorated or non-prorated and on a dollar limit or no dollar limit basis, as required by the buyer. These warranties are available only if certain conditions, some of which relate to installation, are met. |
LONG-TERM DEBT AND NOTE PAYABLE
LONG-TERM DEBT AND NOTE PAYABLE | 12 Months Ended |
Nov. 01, 2015 | |
Debt Disclosure [Abstract] | |
LONG-TERM DEBT AND NOTE PAYABLE | LONG-TERM DEBT AND NOTE PAYABLE Debt is comprised of the following (in thousands): November 1, 2015 November 2, 2014 Credit Agreement, due June 2019 (variable interest, at 4.25% on November 1, 2015 and November 2, 2014) $ 194,147 $ 235,387 8.25% senior notes, due January 2023 250,000 — Amended Asset-Based lending facility, due June 2019 (interest at 4.00% on November 1, 2015 and 4.75% on November 2, 2014) — — Current portion of long-term debt — (2,384 ) Total long-term debt, less current portion $ 444,147 $ 233,003 The scheduled maturity of our debt is as follows (in thousands): 2016 $ — 2017 — 2018 — 2019 194,147 2020 and thereafter 250,000 $ 444,147 Summary On January 16, 2015, the Company issued $250.0 million in aggregate principal amount of 8.25% senior notes due in 2023 (the "Notes") to fund the CENTRIA Acquisition. Interest on the Notes will accrue at the rate of 8.25% per annum and will be payable semi-annually in arrears on January 15 and July 15, commencing on July 15, 2015. The Notes are guaranteed on a senior unsecured basis by all of the Company’s existing and future domestic subsidiaries that guarantee the Company’s obligations (including by reason of being a borrower under the senior secured asset-based revolving credit facility on a joint and several basis with the Company or a guarantor subsidiary) under the senior secured credit facilities. We incurred approximately $9.2 million in transaction costs associated with the issuance. On June 24, 2013, the Company entered into Amendment No. 1 (the “Amendment”) to its existing Credit Agreement (the “Credit Agreement”), dated as of June 22, 2012, between the Company, as borrower, and Credit Suisse AG, Cayman Islands Branch, as administrative agent and collateral agent and the other financial institutions party thereto from time to time (the “Term Loan Facility”), primarily to extend the maturity date and reduce the interest rate applicable to all of the outstanding term loans under the Term Loan Facility. As a result of the Amendment, in fiscal 2013, the Company recognized a debt extinguishment charge of approximately $21.5 million , related to the write-off of non-cash existing deferred debt issuance costs, non-cash initial debt discount write-off, prepayment penalty and fees to lenders. Pursuant to the Amendment, the maturity date of the $238 million of outstanding term loans (the “Initial Term Loans”) was extended and such loans were converted into a new tranche of term loans (the “Tranche B Term Loans”) that will mature on June 24, 2019 and, prior to such date, will amortize in nominal quarterly installments equal to one percent of the aggregate initial principal amount thereof per annum. At both November 1, 2015 and November 2, 2014, the interest rate on the term loan under the Credit Agreement was 4.25% . In addition to the Credit Agreement, the Company entered into the Amended ABL Facility in May 2012 which allows aggregate maximum borrowings of up to $150.0 million . Borrowing availability on the Amended ABL Facility is determined by a monthly borrowing base collateral calculation that is based on specified percentages of the value of qualified cash, eligible inventory and eligible accounts receivable, less certain reserves and subject to certain other adjustments. The Amended ABL Facility and includes borrowing capacity of up to $30 million for letters of credit and up to $10 million for swingline borrowings. On November 7, 2014, the Company entered into Amendment No. 3 to the Loan and Security Agreement (the “ABL Loan and Security Agreement”) to amend the ABL Loan and Security Agreement to permit the CENTRIA Acquisition and associated financing, extend the maturity date of the Amended ABL Facility to June 24, 2019, decrease the applicable margin with respect to borrowings thereunder and make certain other amendments and modifications to provide greater operational and financial flexibility. 8.25% Senior Notes Due January 2023 On January 16, 2015, the Company issued $250.0 million in aggregate principal amount of 8.25% senior notes due 2023 to fund the CENTRIA Acquisition. Interest on the Notes accrues at the rate of 8.25% per annum and is payable semi-annually in arrears on January 15 and July 15, commencing on July 15, 2015. The Notes are guaranteed on a senior unsecured basis by all of the Company’s existing and future domestic subsidiaries that guarantee the Company’s obligations (including by reason of being a borrower under the senior secured asset-based revolving credit facility on a joint and several basis with the Company or a guarantor subsidiary) under the senior secured credit facilities. The Notes are unsecured senior indebtedness and rank equally in right of payment with all of the Company’s existing and future senior indebtedness and senior in right of payment to all of its future subordinated obligations. In addition, the Notes and guarantees are structurally subordinated to all existing and future indebtedness and other liabilities of the Company’s non-guarantor subsidiaries. The Company may redeem the Notes at any time prior to January 15, 2018, at a price equal to 100% of the principal amount thereof, plus accrued and unpaid interest, if any, to the redemption date, plus the applicable make-whole premium. On or after January 15, 2018, the Company may redeem all or a part of the Notes at redemption prices (expressed as percentages of principal amount thereof) equal to 106.188% for the twelve-month period beginning on January 15, 2018, 104.125% for the twelve-month period beginning on January 15, 2019, 102.063% for the twelve-month period beginning on January 15, 2020 and 100.000% for the twelve-month period beginning on January 15, 2021 and at any time thereafter, plus accrued and unpaid interest, if any, to the applicable redemption date of the Notes. In addition, prior to January 15, 2018, the Company may redeem the Notes in an aggregate principal amount equal to up to 40.0% of the original aggregate principal amount of the Notes with funds in an equal aggregate amount not exceeding the aggregate proceeds of one or more equity offerings, at a redemption price of 108.250% , plus accrued and unpaid interest, if any, to the applicable redemption date of the Notes. The Company incurred $9.2 million in transaction costs related to this issuance, which will be amortized over 8 years. Credit Agreement On June 22, 2012, in connection with the Metl-Span LLC Acquisition, the Company entered into a Credit Agreement among the Company, as Borrower, Credit Suisse AG, Cayman Islands Branch, as Administrative Agent and Collateral Agent (the “Term Agent”), and the lenders party thereto. The Credit Agreement provided for a term loan credit facility in an aggregate principal amount of $250.0 million . Proceeds from borrowings under the Credit Agreement were used, together with cash on hand, (i) to finance the Metl-Span Acquisition, (ii) to extinguish the existing amended and restated credit agreement, due April 2014 (the “Refinancing”), and (iii) to pay fees and expenses incurred in connection with the Metl-Span Acquisition and the Refinancing. The Credit Agreement was issued at 95% of face value, which resulted in a note discount of $12.5 million . Prior to the Amendment, the note discount was amortized over the life of the loan through May 2, 2018 using the effective interest method. The Credit Agreement contains a number of covenants that, among other things, will limit or restrict the ability of the Company and its subsidiaries to dispose of assets, incur additional indebtedness, make dividends and other restricted payments, create liens securing indebtedness, engage in mergers and other fundamental transactions, enter into restrictive agreements, amend certain documents in respect of other indebtedness, change the nature of their business and engage in certain transactions with affiliates. On June 24, 2013, the Company entered into the Amendment to the Credit Agreement, dated as of June 22, 2012, between the Company, as borrower, and Credit Suisse AG, Cayman Islands Branch, as administrative agent and collateral agent and the other financial institutions party thereto from time to time, primarily to extend the maturity date and reduce the interest rate applicable to all of the outstanding term loans under the Term Loan Facility. As a result of the Amendment, in fiscal 2013, the Company recognized a debt extinguishment charge of approximately $21.5 million , related to the write-off of non-cash existing deferred debt issuance costs, non-cash initial debt discount write-off, prepayment penalty and fees to the lenders. Pursuant to the Amendment, the maturity date of $238 million of Initial Term Loans was extended and such loans were converted into the Tranche B Term Loans that will mature on June 24, 2019 and, prior to such date, will amortize in nominal quarterly installments equal to one percent of the aggregate initial principal amount thereof per annum. Pursuant to the Amendment, the Tranche B Term Loans will bear interest at a floating rate measured by reference to, at the Company’s option, either (i) an adjusted LIBOR not less than 1.00% plus a borrowing margin of 3.25% per annum or (ii) an alternate base rate plus a borrowing margin of 2.25% per annum. At both November 1, 2015 and November 2, 2014, the interest rate on the term loan under the Credit Agreement was 4.25% . Overdue amounts will bear interest at a rate that is 2% higher than the rate otherwise applicable. The Tranche B Term Loans are secured by the same collateral and guaranteed by the same guarantors as the Initial Term Loans under the Term Loan Facility. Voluntary prepayments of the Tranche B Term Loans are permitted at any time, in minimum principal amounts, without premium or penalty, subject to a 1.00% premium payable in connection with certain repricing transactions within the first six months. Pursuant to the Amendment, the Company will no longer be subject to a financial covenant requiring it to maintain a specified consolidated secured debt to EBITDA leverage ratio for specified periods. The Amendment also includes certain other changes to the Term Loan Facility. Subject to certain exceptions, the term loan under the Amendment will be subject to mandatory prepayment in an amount equal to: • the net cash proceeds of (1) certain asset sales, (2) certain debt offerings, and (3) certain insurance recovery and condemnation events; and • 50% of annual excess cash flow (as defined in the Amendment), subject to reduction to 0% if specified leverage ratio targets are met. Amended ABL Facility On May 2, 2012, the Company entered into an Amended Asset-Based Lending Facility (“Amended ABL Facility”) to (i) permit the Metl-Span Acquisition, the entry by the Company into the Credit Agreement and the incurrence of debt thereunder and the repayment of existing indebtedness under NCI’s existing term loan, (ii) increase the amount available for borrowing thereunder to $150 million (subject to a borrowing base), (iii) increase the amount available for letters of credit thereunder to $30 million , and (iv) extend the final maturity thereunder. On November 7, 2014, the Company, Steelbuilding.com, LLC (together with the Company, the “Guarantors”) and the Company’s subsidiaries NCI Group, Inc. and Robertson-Ceco II Corporation (each a “Borrower” and collectively, the “Borrowers”) entered into Amendment No. 3 to the Loan and Security Agreement (the “ABL Loan and Security Agreement”) among the Borrowers, the Guarantors, Wells Fargo Capital Finance, LLC as administrative agent and co-collateral agent, Bank of America, N.A. as co-collateral agent and syndication agent and certain other lenders under the ABL Loan and Security Agreement, in order to amend the ABL Loan and Security Agreement to (i) permit the CENTRIA Acquisition, (ii) permit the entry by the Company into documentation with respect to certain debt financing to be incurred in connection with the CENTRIA Acquisition and the incurrence of debt with respect thereto, (iii) extend the maturity date to June 24, 2019, (iv) decrease the applicable margin with respect to borrowings thereunder and (v) make certain other amendments and modifications to provide greater operational and financial flexibility. Borrowing availability under the Amended ABL Facility is determined by a monthly borrowing base collateral calculation that is based on specified percentages of the value of qualified cash, eligible inventory and eligible accounts receivable, less certain reserves and subject to certain other adjustments. At November 1, 2015 and November 2, 2014, the Company’s excess availability under the Amended ABL Facility was $131.0 million and $135.4 million , respectively. At November 1, 2015 and November 2, 2014, the Company had no revolving loans outstanding under the Amended ABL Facility. In addition, at November 1, 2015 and November 2, 2014, standby letters of credit related to certain insurance policies totaling approximately $8.7 million and $8.1 million , respectively, were outstanding but undrawn under the Amended ABL Facility. The Amended ABL Facility contains a number of covenants that, among other things, limit or restrict the Company’s ability to dispose of assets, incur additional indebtedness, incur guarantee obligations, engage in sale and leaseback transactions, prepay other indebtedness, modify organizational documents and certain other agreements, create restrictions affecting subsidiaries, make dividends and other restricted payments, create liens, make investments, make acquisitions, engage in mergers, change the nature of their business and engage in certain transactions with affiliates. The Amended ABL Facility includes a minimum fixed charge coverage ratio of one to one, which will apply if the Company fails to maintain a specified minimum borrowing capacity. The minimum level of borrowing capacity as of November 1, 2015 and November 2, 2014 was $19.7 million and $20.3 million , respectively. Although the Amended ABL Facility did not require any financial covenant compliance, at November 1, 2015 and November 2, 2014, the Company’s fixed charge coverage ratio as of those dates, which is calculated on a trailing twelve month basis, was 3.54 :1.00 and 3.46 :1.00, respectively. These ratios include the pro forma impact of the CENTRIA Acquisition. Loans under the Amended ABL Facility bear interest, at our option, as follows: (1) Base Rate loans at the Base Rate plus a margin. The margin ranges from 0.75% to 1.25% depending on the quarterly average excess availability under such facility, and (2) LIBOR loans at LIBOR plus a margin. The margin ranges from 1.75% to 2.25% depending on the quarterly average excess availability under such facility. At November 1, 2015 and November 2, 2014, the interest rate on the Amended ABL Facility was 4.00% and 4.75%, respectively. During an event of default, loans under the Amended ABL Facility will bear interest at a rate that is 2% higher than the rate otherwise applicable. “Base rate” is defined as the higher of the Wells Fargo Bank, N.A. prime rate or the overnight Federal Funds rate plus 0.5% and “LIBOR” is defined as the applicable London interbank offered rate adjusted for reserves. Deferred Financing Costs At November 1, 2015 and November 2, 2014, the unamortized balance in deferred financing costs related to the Credit Agreement, the Amended ABL Facility and the Notes was $11.1 million and $3.3 million , respectively. Insurance Note Payable As of November 1, 2015 and November 2, 2014, the Company had an outstanding note payable in the amount of $0.5 million and $0.4 million , respectively, related to financed insurance premiums. Insurance premium financings are generally secured by the unearned premiums under such policies. |
CD&R FUNDS
CD&R FUNDS | 12 Months Ended |
Nov. 01, 2015 | |
Temporary Equity Disclosure [Abstract] | |
CD&R FUNDS | CD&R FUNDS On August 14, 2009, the Company entered into an Investment Agreement (as amended, the “Investment Agreement”), by and between the Company and CD&R Fund VIII, pursuant to which the Company agreed to issue and sell to CD&R Fund VIII, and CD&R Fund VIII agreed to purchase from the Company, for an aggregate purchase price of $250 million (less reimbursement to CD&R Fund VIII or direct payment to its service providers of up to $14.5 million in the aggregate of transaction expenses and a deal fee, paid to Clayton, Dubilier & Rice, Inc., the manager of CD&R Fund VIII, of $8.25 million ), 250,000 shares of Convertible Preferred Stock. Pursuant to the Investment Agreement, on October 20, 2009 (the “Closing Date”), the Company issued and sold to the CD&R Funds, and the CD&R Funds purchased from the Company, an aggregate of 250,000 Preferred Shares, representing approximately 39.2 million shares of Common Stock or 68.4% of the voting power and Common Stock of the Company on an as-converted basis as of the Closing Date. In connection with the consummation of the Equity Investment, on October 19, 2009, the Company filed the Certificate of Designations of the Convertible Preferred Stock (the “Certificate of Designations”) setting forth the terms, rights, powers, and preferences, and the qualifications, limitations and restrictions thereof, of the Convertible Preferred Stock. Under the Certificate of Designations, as originally adopted, dividends on the Convertible Preferred Stock were payable, on a cumulative daily basis, as and if declared by the board of directors, at a rate per annum of 12% of the sum of the liquidation preference of $1,000 per Preferred Share plus accrued and unpaid dividends thereon or at a rate per annum of 8% of the sum of the liquidation preference of $1,000 per Preferred Share plus any accrued and unpaid dividends thereon if paid in cash on the dividend payment date on which such dividends would otherwise compound. If dividends were not paid on the dividend payment date, either in cash or in kind, such dividends compounded on the dividend payment date. Under the terms of the Certificate of Designations, NCI was contractually obligated to pay quarterly dividends to the holders of the Preferred Shares, subject to certain dividend “knock-out” provisions. The dividend knock-out provision provided that if, at any time after the 30-month anniversary of the Closing Date of October 20, 2009 (i.e., March 20, 2012), the trading price of the Common Stock exceeds $12.75, which is 200% of the initial conversion price of the Convertible Preferred Stock ($6.374), for each of 20 consecutive trading days, the dividend rate (excluding any applicable adjustments as a result of a default) will become 0.00%. On May 8, 2012, the Company entered into an Amendment Agreement (the “Amendment Agreement”) with the CD&R Funds, the holders of our Preferred Shares, to eliminate our quarterly dividend obligation on the Preferred Shares. The Amendment Agreement provided for the Certificate of Designations to be amended to terminate the dividend obligation from and after March 15, 2012 (the “Dividend Knock-out”). However, this did not preclude the payment of contingent default dividends, if applicable. As consideration for the Dividend Knock-out, the CD&R Funds received a total of 37,834 additional shares of Convertible Preferred Stock, representing (i) approximately $6.5 million of dividends accrued from March 15, 2012 through May 18, 2012 (20 trading days after April 20, 2012, on which date the dividend “knock-out” measurement period commenced) and (ii) approximately $31.4 million in additional liquidation preference of Convertible Preferred Stock, or 10% of the approximate total $313.7 million of accreted value as of May 18, 2012. Upon the closing of the transactions in the Amendment Agreement, the CD&R Funds held Convertible Preferred Stock with an aggregate liquidation preference and accrued dividends of approximately $345 million . On May 14, 2013, the CD&R Funds, the holders of 339,293 Preferred Shares, delivered a formal notice requesting the Conversion of all of their Preferred Shares into shares of our Common Stock. In connection with the Conversion request, NCI issued the CD&R Funds 54,136,817 shares of NCI’s Common Stock, representing 72.4% of the Common Stock of the Company then outstanding. Under the terms of the Preferred Shares, no consideration was required to be paid by the CD&R Funds to the Company in connection with the Conversion of the Preferred Shares. As a result of the Conversion, the CD&R Funds no longer have rights to default dividends as specified in the Certificate of Designations. The Conversion on May 14, 2013 eliminated all the outstanding Convertible Preferred Stock and increased stockholders’ equity by nearly $620.0 million , returning the Company’s stockholders’ equity to a positive balance during our third quarter of fiscal 2013. The Company paid December 15, 2011 and March 15, 2012 dividend payments on the Preferred Shares in-kind. As a result of the Consent and Waiver Agreement, the December 15, 2011 dividend payments were paid in-kind, at a pro rata rate of 8% per annum. On March 15, 2012, the Company paid to the holders of Convertible Preferred Stock, the CD&R Funds, a dividend of 8,924.762 shares of Convertible Preferred Stock for the period from December 16, 2011 to March 15, 2012. On December 15, 2011, the Company paid to the holders of Convertible Preferred Stock, the CD&R Funds, a dividend of 5,833.491 shares of Convertible Preferred Stock for the period from September 16, 2011 to December 15, 2011. On January 15, 2014, the CD&R Funds completed a registered underwritten offering, in which the CD&R Funds offered 8.5 million shares of Common Stock at a price to the public of $18.00 per share (the “Secondary Offering”). The underwriters also exercised their option to purchase 1.275 million additional shares of Common Stock. The aggregate offering price for the 9.775 million shares sold in the Secondary Offering was approximately $167.6 million , net of underwriting discounts and commissions. The CD&R Funds received all of the proceeds from the Secondary Offering and no shares in the Secondary Offering were sold by NCI or any of its officers or directors (although certain of our directors are affiliated with the CD&R Funds). In connection with this Secondary Offering, we incurred approximately $0.8 million in expenses, which were included in engineering, selling, general and administrative expenses in the consolidated statement of operations for the fiscal year ended November 2, 2014. At November 1, 2015 and November 2, 2014, the CD&R Funds owned 58.4% and 58.8% , respectively, of the voting power and Common Stock of the Company. On January 6, 2014, the Company entered into an agreement with the CD&R Funds to repurchase 1.15 million shares of its Common Stock at the price per share equal to the price per share paid by the underwriters to the CD&R Funds in the underwritten offering (the “Stock Repurchase”). The Stock Repurchase, which was completed at the same time as the Secondary Offering, represented a private, non-underwritten transaction between NCI and the CD&R Funds that was approved and recommended by the Affiliate Transactions Committee of NCI’s board of directors. Following completion of the Stock Repurchase, NCI canceled the shares repurchased from the CD&R Funds, resulting in a $19.7 million decrease in both additional paid-in capital and treasury stock. Accounting for Convertible Preferred Stock The following is a reconciliation of the initial proceeds to the opening balance of our Convertible Preferred Shares (in thousands): Convertible Preferred Stock Initial proceeds $ 250,000 Direct transaction costs (27,730 ) Bifurcated embedded derivative liability, net of tax (641 ) Balance at October 20, 2009 221,629 (1) (1) The $28.4 million difference between the book value and the initial liquidation preference was accreted using the effective interest rate method from the execution of the contract to the milestone redemption right date or 10 years . The Company’s Convertible Preferred Shares balance and changes in the carrying amount of the Convertible Preferred Stock are as follows (in thousands): Dividends and Accretion Convertible Preferred Stock Balance as of October 28, 2012 $ — $ 619,950 Conversion to common stock — (619,950 ) Balance as of November 1, 2015, November 2, 2014 and November 3, 2013 $ — $ — (1) Dividends were accrued at the 12% rate on a daily basis until the dividend declaration date. (2) The reversal of the additional 4% accrued dividends relates to the period from September 16, 2011 to December 15, 2011. In accordance with ASC Topic 815, Derivatives and Hedging , and ASC Topic 480, Distinguishing Liabilities from Equity, the Company classified the Convertible Preferred Stock as mezzanine equity because the Convertible Preferred Stock (1) can be settled in cash or shares of NCI’s Common Stock, (2) contains change of control rights allowing for early redemption, and (3) contains milestone redemption rights which allow the Convertible Preferred Stock to remain outstanding without a stated maturity date. In addition, the Certificate of Designations, which is the underlying contract of the Convertible Preferred Stock, includes features that are required to be bifurcated and recorded at fair value. NCI classified the Convertible Preferred Stock as an equity host contract because of (1) the voting rights, (2) the participating dividends on Common Stock and mandatory, cumulative preferred stock dividends, and (3) the milestone redemption right which allows the Convertible Preferred Stock to remain outstanding without a stated maturity date. NCI then determined that the conditions resulting in the application of the default dividend rate are not clearly and closely related to this equity host contract and NCI bifurcated and separately recorded these features at fair value. As of November 1, 2015, November 2, 2014 and November 3, 2013, the Company no longer has an embedded derivative. Because the dividends accrued and accumulated on a daily basis and the amount payable upon redemption of the Convertible Preferred Stock is the liquidation preference plus accrued and unpaid dividends, accrued dividends were recorded into Convertible Preferred Stock. Prior to the Amendment Agreement, NCI’s policy was to recognize beneficial conversion feature charges on paid-in-kind dividends based on a daily dividend recognition and the daily closing stock price of our Common Stock. In accordance with ASC Subtopic 470-20, Debt with Conversion and Other Options , the Convertible Preferred Stock contains a beneficial conversion feature because it was issued with an initial conversion price of $6.3740 and the closing stock price per Common Stock just prior to the execution of the Equity Investment was $12.55 . The intrinsic value of the beneficial conversion feature cannot exceed the issuance proceeds of the Convertible Preferred Stock less the cash paid for the deal fee paid to the CDR Funds manager in connection with the Equity Investment, and thus is $241.4 million as of October 20, 2009. To determine if the Amendment Agreement resulted in a modification or extinguishment of the Convertible Preferred Stock, we qualitatively evaluated the significance in the change to the substantive contractual terms in relation to both the economic characteristics of the Convertible Preferred Stock and the business purpose of the Amendment Agreement. The Company evaluated the likelihood that the Dividend Rate Reduction Event would occur absent an amendment, the change in the economic characteristics of the Convertible Preferred Stock with and without dividends, and fundamental change in investment risk to the holders of the Convertible Preferred Stock by the waiver of the contractual mandatory dividends. Based on these qualitative considerations, the Company determined an extinguishment and reissuance had occurred and the Company recorded the Convertible Preferred Stock at fair value as of May 8, 2012. As such, on May 8, 2012, the value of the Convertible Preferred Stock increased from a book value of $290.3 million to a fair value of $620.0 million . The fair value of the Convertible Preferred Stock was determined using a binomial lattice model where the sole stochastic factor was the price of our common stock. This model utilized stock volatility of 49.1% , a risk-free rate of 1.34% , a bond yield of 7.5% , and NCI’s stock price on May 8, 2012 which was $11.29 . The increase in fair value reduced additional paid-in capital to zero on May 8, 2012, a $222.9 million decrease, and increased accumulated deficit by $106.7 million in the consolidated balance sheet. In addition, the increase in fair value was offset by prior recognized beneficial conversion feature charges of $282.1 million since the issuance of the Convertible Preferred Stock which results in a $48.8 million Convertible Preferred Stock charge in the consolidated statement of operations. In connection with the Conversion request, the Company issued the CD&R Funds 54,136,817 shares of the Company’s Common Stock. The Conversion on May 14, 2013 eliminated all the outstanding Convertible Preferred Stock and increased stockholders’ equity by nearly $620.0 million , returning our stockholders’ equity to a positive balance during the third quarter of fiscal 2013. During fiscal 2012, the Company recorded accretion and accrued dividends of $1.4 million and $15.0 million , respectively. During fiscal 2012, the Company recorded a net beneficial conversion feature charge of $11.9 million related to dividends that have accrued and are convertible into shares of Common Stock. |
RELATED PARTIES
RELATED PARTIES | 12 Months Ended |
Nov. 01, 2015 | |
Related Party Transactions [Abstract] | |
RELATED PARTIES | RELATED PARTIES Pursuant to the Investment Agreement and a Stockholders Agreement (the “Stockholders Agreement”), dated as of the Closing Date between the Company and the CD&R Funds, the CD&R Funds have the right to designate a number of directors to NCI’s board of directors that is equivalent to the CD&R Funds’ percentage interest in the Company. Among other directors appointed by the CD&R Funds, NCI’s board of directors appointed to the board of directors James G. Berges, Nathan K. Sleeper and Jonathan L. Zrebiec. Messrs. Berges and Sleeper are partners and Mr. Zrebiec is a principal of Clayton, Dubilier & Rice, LLC, (“CD&R, LLC”), an affiliate of the CD&R Funds. As a result of their respective positions with CD&R, LLC and its affiliates, one or more of Messrs. Berges, Sleeper and Zrebiec may be deemed to have an indirect material interest in certain agreements executed in connection with the Equity Investment. Messrs. Berges, Sleeper and Zrebiec may be deemed to have an indirect material interest in the following agreements: • the Investment Agreement, pursuant to which the CD&R Funds acquired a 68.4% interest in the Company, CD&R Fund VIII’s transaction expenses were reimbursed and a deal fee of $8.25 million was paid to CD&R, Inc., the predecessor to the investment management business of CD&R, LLC, on the Closing Date; • the Stockholders Agreement, which sets forth certain terms and conditions regarding the Equity Investment and the CD&R Funds’ ownership of the Preferred Shares, including certain restrictions on the transfer of the Preferred Shares and the shares of our common stock issuable upon conversion thereof and on certain actions of the CD&R Funds and their controlled affiliates with respect to the Company, and to provide for, among other things, subscription rights, corporate governance rights and consent rights as well as other obligations and rights; • a Registration Rights Agreement, dated as of the Closing Date (the “Registration Rights Agreement”), between the Company and the CD&R Funds, pursuant to which the Company granted to the CD&R Funds, together with any other stockholder of the Company that may become a party to the Registration Rights Agreement in accordance with its terms, certain customary registration rights with respect to the shares of our common stock issuable upon conversion of the Preferred Shares; and • an Indemnification Agreement, dated as of the Closing Date between the Company, NCI Group, Inc., a wholly owned subsidiary of the Company, Robertson-Ceco II Corporation, a wholly owned subsidiary of the Company, the CD&R Funds and CD&R, Inc., pursuant to which the Company, NCI Group, Inc. and Robertson-Ceco II Corporation agreed to indemnify CD&R, Inc., the CD&R Funds and their general partners, the special limited partner of CD&R Fund VIII and any other investment vehicle that is a stockholder of the Company and is managed by CD&R, Inc. or any of its affiliates, their respective affiliates and successors and assigns and the respective directors, officers, partners, members, employees, agents, representatives and controlling persons of each of them, or of their respective partners, members and controlling persons, against certain liabilities arising out of the Equity Investment and transactions in connection with the Equity Investment, including, but not limited to, the Credit Agreement, the Amended ABL Facility, the Exchange Offer, and certain other liabilities and claims. |
FAIR VALUE OF FINANCIAL INSTRUM
FAIR VALUE OF FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS | 12 Months Ended |
Nov. 01, 2015 | |
Fair Value Disclosures [Abstract] | |
FAIR VALUE OF FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS | FAIR VALUE OF FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS Fair Value of Financial Instruments The carrying amounts of cash and cash equivalents, restricted cash, trade accounts receivable and accounts payable approximate fair value as of November 1, 2015 and November 2, 2014 because of the relatively short maturity of these instruments. The fair values of the remaining financial instruments not currently recognized at fair value on our consolidated balance sheets at the respective fiscal year ends were (in thousands): November 1, 2015 November 2, 2014 Carrying Amount Fair Value Carrying Amount Fair Value (In thousands) (In thousands) Credit agreement, due June 2019 $ 194,147 $ 193,662 $ 235,387 $ 230,091 8.25% senior notes, due January 2023 $ 250,000 $ 263,750 $ — $ — The fair values of the Credit Agreement and the Notes were based on recent trading activities of comparable market instruments which are level 2 inputs. Fair Value Measurements ASC Subtopic 820-10, Fair Value Measurements and Disclosures , requires us to use valuation techniques to measure fair value that maximize the use of observable inputs and minimize the use of unobservable inputs. These inputs are prioritized as follows: Level 1: Observable inputs such as quoted prices for identical assets or liabilities in active markets. Level 2: Other inputs that are observable directly or indirectly, such as quoted prices for similar assets or liabilities or market-corroborated inputs. Level 3: Unobservable inputs for which there is little or no market data and which require us to develop our own assumptions about how market participants would price the assets or liabilities. The following is a description of the valuation methodologies used for assets and liabilities measured at fair value. There have been no changes in the methodologies used at November 1, 2015 and November 2, 2014. Money market: Money market funds have original maturities of three months or less. The original cost of these assets approximates fair value due to their short-term maturity. Mutual funds: Mutual funds are valued at the closing price reported in the active market in which the mutual fund is traded. Assets held for sale: Assets held for sale are valued based on current market conditions, prices of similar assets in similar condition and expected proceeds from the sale of the assets. Deferred compensation plan liability : Deferred compensation plan liability is comprised of phantom investments in the deferred compensation plan and is valued at the closing price reported in the active market in which the money market, mutual fund or NCI stock phantom investments are traded. The following table summarizes information regarding our financial assets and liabilities that are measured at fair value on a recurring basis as of November 1, 2015, segregated by level of the valuation inputs within the fair value hierarchy utilized to measure fair value (in thousands): Level 1 Level 2 Level 3 Total Assets: Short-term investments in deferred compensation plan (1) : Money market $ 744 $ — $ — $ 744 Mutual funds – Growth 764 — — 764 Mutual funds – Blend 2,984 — — 2,984 Mutual funds – Foreign blend 724 — — 724 Mutual funds – Fixed income — 673 — 673 Total short-term investments in deferred compensation plan 5,216 673 — 5,889 Total assets $ 5,216 $ 673 $ — $ 5,889 Level 1 Level 2 Level 3 Total Liabilities: Deferred compensation plan liability $ — $ 5,164 $ — $ 5,164 Total liabilities $ — $ 5,164 $ — $ 5,164 (1) Unrealized holding gains for the fiscal year ended November 1, 2015 were insignificant. Unrealized holding gains for the fiscal years ended November 2, 2014 and November 3, 2013 were $0.2 million and $0.7 million , respectively. These unrealized holding gains are primarily offset by changes in the deferred compensation plan liability. The following table summarizes information regarding our financial assets that are measured at fair value on a nonrecurring basis as of November 1, 2015, segregated by level of the valuation inputs within the fair value hierarchy utilized to measure fair value (in thousands): Level 1 Level 2 Level 3 Total Assets: Assets held for sale (1) $ — $ — $ 2,280 $ 2,280 Total assets $ — $ — $ 2,280 $ 2,280 (1) Certain assets held for sale are valued at fair value and are measured at fair value on a nonrecurring basis. Assets held for sale are reported at fair value, if, on an individual basis, the fair value of the asset is less than cost. The fair value of assets held for sale is estimated using Level 3 inputs, such as broker quotes for like-kind assets or other market indications of a potential selling value which approximates fair value. The following table summarizes information regarding our financial assets and liabilities that are measured at fair value on a recurring basis as of November 2, 2014, segregated by level of the valuation inputs within the fair value hierarchy utilized to measure fair value (in thousands): Level 1 Level 2 Level 3 Total Assets: Short-term investments in deferred compensation plan (1) : Money market $ 731 $ — $ — $ 731 Mutual funds – Growth 791 — — 791 Mutual funds – Blend 2,743 — — 2,743 Mutual funds – Foreign blend 723 — — 723 Mutual funds – Fixed income — 561 — 561 Total short-term investments in deferred compensation plan 4,988 561 — 5,549 Total assets $ 4,988 $ 561 $ — $ 5,549 Liabilities: Deferred compensation plan liability $ — $ 6,093 $ — $ 6,093 Total liabilities $ — $ 6,093 $ — $ 6,093 The following table summarizes information regarding our financial assets that are measured at fair value on a nonrecurring basis as of November 2, 2014, segregated by level of the valuation inputs within the fair value hierarchy utilized to measure fair value (in thousands): Level 1 Level 2 Level 3 Total Assets: Assets held for sale (1) $ — $ — $ 2,280 $ 2,280 Total assets $ — $ — $ 2,280 $ 2,280 (1) Certain assets held for sale are valued at fair value and are measured at fair value on a nonrecurring basis. Assets held for sale are reported at fair value, if, on an individual basis, the fair value of the asset is less than cost. The fair value of assets held for sale is estimated using Level 3 inputs, such as broker quotes for like-kind assets or other market indications of a potential selling value which approximates fair value. |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Nov. 01, 2015 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | INCOME TAXES Income tax expense is based on pretax financial accounting income. Deferred income taxes are recognized for the temporary differences between the recorded amounts of assets and liabilities for financial reporting purposes and such amounts for income tax purposes. The income tax provision (benefit) for the fiscal years ended 2015, 2014 and 2013, consisted of the following (in thousands): Fiscal Year Ended November 1, 2015 November 2, 2014 November 3, 2013 Current: Federal $ 12,366 $ 3,919 $ (198 ) State 336 1,016 987 Foreign 1,638 516 946 Total current 14,340 5,451 1,735 Deferred: Federal (5,193 ) (198 ) (8,928 ) State 91 (319 ) (524 ) Foreign (266 ) (3,444 ) (1,137 ) Total deferred (5,368 ) (3,961 ) (10,589 ) Total provision (benefit) $ 8,972 $ 1,490 $ (8,854 ) The reconciliation of income tax computed at the United States federal statutory tax rate to the effective income tax rate is as follows: Fiscal Year Ended November 1, 2015 November 2, 2014 November 3, 2013 Statutory federal income tax rate 35.0 % 35.0 % 35.0 % State income taxes 1.6 % 4.6 % 1.9 % Production activities deduction (6.4 )% (3.7 )% — % Canadian valuation allowance — % (23.3 )% 1.9 % Non-deductible expenses 4.1 % 7.0 % (4.2 )% Uncertain tax position adjustment — % (2.4 )% — % Foreign tax benefit — % (4.5 )% — % Other (0.8 )% (0.9 )% 6.1 % Effective tax rate 33.5 % 11.8 % 40.7 % Deferred income taxes reflect the net impact of temporary differences between the amounts of assets and liabilities recognized for financial reporting purposes and such amounts recognized for income tax purposes. The tax effects of the temporary differences for fiscal 2015 and 2014 are as follows (in thousands): As of November 1, 2015 As of November 2, 2014 Deferred tax assets: Inventory obsolescence $ 2,302 $ 1,453 Bad debt reserve 1,044 881 Accrued and deferred compensation 22,203 21,179 Accrued insurance reserves 1,464 1,481 Deferred revenue 9,811 9,410 Net operating loss and tax credit carryover 4,512 5,086 Depreciation and amortization 60 732 Pension 5,770 5,480 Other reserves 1,098 — Total deferred tax assets 48,264 45,702 Less valuation allowance (115 ) — Net deferred tax assets 48,149 45,702 Deferred tax liabilities: Depreciation and amortization (39,708 ) (43,430 ) US tax on unremitted foreign earnings (1,106 ) (969 ) Other (797 ) (75 ) Total deferred tax liabilities (41,611 ) (44,474 ) Total deferred tax asset, net $ 6,538 $ 1,228 We carry out our business operations through legal entities in the U.S., Canada, Mexico and China. These operations require that we file corporate income tax returns that are subject to U.S., state and foreign tax laws. We are subject to income tax audits in these multiple jurisdictions. As of November 1, 2015, the $4.5 million net operating loss and tax credit carryforward included $1.1 million for U.S. state loss carryforwards. The state net operating loss carryforwards will expire in 1 to 19 years, if unused. As of November 1, 2015, our foreign operations have a net operating loss carryforward of approximately $10.6 million , representing $2.8 million of the $4.5 million deferred tax asset related to net operating loss and tax credit carryovers, that will start to expire in fiscal 2026 , if unused. During fiscal 2014, after evaluating historical and future financial trends in our Canadian operations, we determined that it is more likely than not that we will utilize all of our current tax loss carry-forwards. As a result, we reversed the entire valuation allowance on our net Canadian deferred tax asset. We have recorded a full valuation allowance on the loss generated by our operations in China related to our CENTRIA operations. The following table represents the rollforward of the valuation allowance on deferred taxes activity for the fiscal years ended November 1, 2015, November 2, 2014 and November 3, 2013 (in thousands): November 1, 2015 November 2, 2014 November 3, 2013 Beginning balance $ — $ 4,046 $ 4,700 (Reductions) additions 115 (4,046 ) (654 ) Ending balance $ 115 $ — $ 4,046 Uncertain tax positions The total amount of unrecognized tax benefits at November 1, 2015 was $0.1 million , all of which would impact our effective tax rate, if recognized. The total amount of unrecognized tax benefits at November 2, 2014 was $0.1 million , all of which would impact our effective tax rate, if recognized. We do not anticipate any material change in the total amount of unrecognized tax benefits to occur within the next twelve months. The following table summarizes the activity related to the Company’s unrecognized tax benefits during fiscal 2015 and 2014 (in thousands): November 1, 2015 November 2, 2014 Unrecognized tax benefits at beginning of year $ 143 $ 443 Additions for tax positions related to prior years — 21 Reductions resulting from expiration of statute of limitations — (321 ) Unrecognized tax benefits at end of year $ 143 $ 143 We recognize interest and penalties related to uncertain tax positions in income tax expense. To the extent accrued interest and penalties do not ultimately become payable, amounts accrued will be reduced and reflected as a reduction of the overall income tax provision in the period that such determination is made. We did not have a material amount of accrued interest and penalties related to uncertain tax positions as of November 1, 2015. We file income tax returns in the U.S. federal jurisdiction and multiple state and foreign jurisdictions. Our tax years are closed with the IRS through the year ended October 31, 2010 as the statute of limitations related to these tax years has closed. In addition, open tax years related to state and foreign jurisdictions remain subject to examination but are not considered material. |
ACCUMULATED OTHER COMPREHENSIVE
ACCUMULATED OTHER COMPREHENSIVE LOSS | 12 Months Ended |
Nov. 01, 2015 | |
Equity [Abstract] | |
ACCUMULATED OTHER COMPREHENSIVE LOSS | ACCUMULATED OTHER COMPREHENSIVE LOSS Accumulated other comprehensive loss consists of the following (in thousands): November 1, 2015 November 2, 2014 Foreign exchange translation adjustments $ 131 $ 52 Defined benefit pension plan actuarial losses, net of tax (8,411 ) (8,791 ) Accumulated other comprehensive loss $ (8,280 ) $ (8,739 ) |
OPERATING LEASE COMMITMENTS
OPERATING LEASE COMMITMENTS | 12 Months Ended |
Nov. 01, 2015 | |
Leases [Abstract] | |
OPERATING LEASE COMMITMENTS | OPERATING LEASE COMMITMENTS We have operating lease commitments expiring at various dates, principally for real estate, office space, office equipment and transportation equipment. Certain of these operating leases have purchase options that entitle us to purchase the respective equipment at fair value at the end of the lease. In addition, many of our leases contain renewal options at rates similar to the current arrangements. As of November 1, 2015, future minimum rental payments related to noncancellable operating leases are as follows (in thousands): 2016 $ 9,282 2017 7,762 2018 5,190 2019 3,094 2020 2,240 Thereafter 8,457 Rental expense incurred from operating leases, including leases with terms of less than one year, for fiscal 2015, 2014 and 2013 was $15.2 million , $11.6 million and $11.5 million , respectively. |
STOCK REPURCHASE PROGRAM
STOCK REPURCHASE PROGRAM | 12 Months Ended |
Nov. 01, 2015 | |
Equity [Abstract] | |
STOCK REPURCHASE PROGRAM | STOCK REPURCHASE PROGRAM Our board of directors has authorized a stock repurchase program. Subject to applicable federal securities law, such purchases occur at times and in amounts that we deem appropriate. Although we did not repurchase any shares of our common stock during fiscal 2015 and 2014, we did withhold shares of restricted stock to satisfy the minimum tax withholding obligations arising in connection with the vesting of awards of restricted stock, which are included in treasury stock purchases in the Consolidated Statements of Stockholders’ Equity. At November 1, 2015, there were 0.1 million shares remaining authorized for repurchase under the program. While there is no time limit on the duration of the program, our Credit Agreement and Amended ABL Facility apply certain limitations on our repurchase of shares of our common stock. Changes in treasury common stock, at cost, were as follows (in thousands): Number of Shares Amount Balance, November 3, 2013 8 $ 116 Purchases 1,381 23,804 Retirements (1,150 ) (19,717 ) Balance, November 2, 2014 239 $ 4,203 Purchases 209 3,320 Retirements — — Balance, November 1, 2015 448 $ 7,523 |
EMPLOYEE BENEFIT PLANS
EMPLOYEE BENEFIT PLANS | 12 Months Ended |
Nov. 01, 2015 | |
Compensation and Retirement Disclosure [Abstract] | |
EMPLOYEE BENEFIT PLANS | EMPLOYEE BENEFIT PLANS Defined Contribution Plan — We have a 401(k) profit sharing plan (the “Savings Plan”) that allows participation for all eligible employees. The Savings Plan allows us to match employee contributions up to 6% of a participant’s pre-tax deferral of eligible compensation into the plan. On February 27, 2009, the Savings Plan was amended, effective January 1, 2009, to make the matching contributions fully discretionary, and matching contributions were temporarily suspended. Effective July 1, 2011, the matching contributions to the Savings Plan were resumed and allowed us the discretion to match between 50% and 100% of the participant’s contributions up to 6% of a participant’s pre-tax deferrals, based on a calculation of the Company’s annual return-on-assets. Contributions expense for the fiscal years ended November 1, 2015, November 2, 2014 and November 3, 2013 was $5.1 million , $4.0 million and $3.9 million , respectively, for matching contributions to the Savings Plan. Deferred Compensation Plan — We have an Amended and Restated Deferred Compensation Plan (as amended and restated, the “Deferred Compensation Plan”) that allows our officers and key employees to defer up to 80% of their annual salary and up to 90% of their bonus on a pre-tax basis until a specified date in the future, including at or after retirement. Additionally, the Deferred Compensation Plan allows our directors to defer up to 100% of their annual fees and meeting attendance fees until a specified date in the future, including at or after retirement. The Deferred Compensation Plan also permits us to make contributions on behalf of our key employees who are impacted by the federal tax compensation limits under the NCI 401(k) plan, and to receive a restoration matching amount which, under the current NCI 401(k) terms, mirrors our 401(k) profit sharing plan matching levels based on our Company’s performance. The Deferred Compensation Plan provides for us to make discretionary contributions to employees who have elected to defer compensation under the plan. Deferred Compensation Plan participants will vest in our discretionary contributions ratably over three years from the date of each of our discretionary contributions. As of November 1, 2015 and November 2, 2014, the liability balance of the Deferred Compensation Plan is $5.2 million and $6.1 million , respectively, and is included in accrued compensation and benefits in the consolidated balance sheet. We have not made any discretionary contributions to the Deferred Compensation Plan. With the Deferred Compensation Plan, a rabbi trust was established to fund the Deferred Compensation Plan and an administrative committee was formed to manage the Deferred Compensation Plan and its assets. The investments in the rabbi trust are $5.9 million and $5.5 million at November 1, 2015 and November 2, 2014, respectively. The rabbi trust investments include debt and equity securities, along with cash equivalents and are accounted for as trading securities. Defined Benefit Plans — With the acquisition of RCC on April 7, 2006, we assumed a defined benefit plan (the “RCC Pension Plan”). Benefits under the RCC Pension Plan are primarily based on years of service and the employee’s compensation. The RCC Pension Plan is frozen and, therefore, employees do not accrue additional service benefits. Plan assets of the RCC Pension Plan are invested in broadly diversified portfolios of government obligations, mutual funds, stocks, bonds, fixed income securities, master limited partnerships and hedge funds. In accordance with ASC Topic 805, we quantified the projected benefit obligation and fair value of the plan assets of the RCC Pension Plan and recorded the difference between these two amounts as an assumed liability. As a result of the CENTRIA Acquisition on January 16, 2015, we assumed noncontributory defined benefit plans covering certain hourly employees (the “CENTRIA Benefit Plans”). Benefits under the CENTRIA Benefit Plans are calculated based on fixed amounts for each year of service rendered. CENTRIA has also historically sponsored postretirement medical and life insurance plans that cover certain of its employees and their spouses (the "OPEB Plans"). The contributions to the OPEB Plans by retirees vary from none to 25% of the total premiums paid. Plan assets of the CENTRIA Benefit Plans are invested in broadly diversified portfolios of equity mutual funds, international equity mutual funds, bonds, mortgages and other funds. Currently, our policy is to fund the CENTRIA Benefit Plans as required by minimum funding standards of the Internal Revenue Code. In accordance with ASC Topic 805, we remeasured the projected benefit obligation and fair value of the plan assets of the CENTRIA Benefits Plans and OPEB Plans. The difference between the two amounts was recorded as an assumed liability in the allocation of the purchase price. We used the December 31, 2014 actuarial reports to estimate the fair value of the projected benefit obligation and plan assets. The recognition of the net pension asset or liability in the allocation of the purchase price eliminates any previously unrecognized gain or loss and prior service cost. Assumptions —Actuarial assumptions used to determine benefit obligations were as follows: November 1, 2015 November 2, 2014 RCC Pension Plan CENTRIA Benefit Plans OPEB Plans RCC Pension Assumed discount rate 4.20 % 4.10 % 3.75 % 4.15 % Actuarial assumptions used to determine net periodic benefit income were as follows: Fiscal 2015 Fiscal 2014 RCC Pension Plan CENTRIA Benefit Plans OPEB Plans RCC Pension Plan Assumed discount rate 4.15 % 3.85 % 3.50 % 4.50 % Expected rate of return on plan assets 6.30 % 7.75 % n/a 6.60 % Health care cost trend rate-initial n/a n/a 9.00 % n/a Health care cost trend rate-ultimate n/a n/a 5.00 % n/a The basis used to determine the overall expected long-term asset return assumption for the RCC Pension Plan was a 10-year forecast of expected return based on the target asset allocation for the plan. The expected return for this portfolio over the forecast period is 6.30% , net of investment related expenses, and taking into consideration historical experience, anticipated asset allocations, investment strategies and the views of various investment professionals. The expected long-term asset return assumption for the CENTRIA Benefits Plans was also determined based on consideration of actual historical returns assuming current asset allocations, consideration of future return prospects for a similar asset allocation and the views of various investment professionals. The expected return is 7.75% . The health care cost trend rate was assumed at 9% for the first three years beginning in fiscal 2016, 8% for the next four years, 7% for the next five years, 6% for the next six years and 5% per year thereafter. Funded status —The changes in the projected benefit obligation, plan assets and funded status, and the amounts recognized on our consolidated balance sheets were as follows (in thousands): Change in projected benefit obligation November 1, 2015 November 2, 2014 RCC Pension Plan CENTRIA Benefit Plans OPEB Plans Total Accumulated benefit obligation $ 44,407 $ 13,996 $ 7,590 $ 65,993 $ 48,711 Projected benefit obligation – beginning of fiscal year (1) $ 48,711 $ 14,427 $ 8,153 $ 71,291 $ 44,322 Interest cost 1,933 449 218 2,600 1,912 Service cost — 115 22 137 — Benefit payments (3,468 ) (552 ) (663 ) (4,683 ) (3,045 ) Actuarial (gains) losses (2,769 ) (443 ) (140 ) (3,352 ) 5,522 Projected benefit obligation – end of fiscal year $ 44,407 $ 13,996 $ 7,590 $ 65,993 $ 48,711 (1) Fair value as of January 16, 2015 for the CENTRIA Benefit and OPEB Plans. Change in plan assets November 1, 2015 November 2, 2014 RCC Pension Plan CENTRIA Benefit Plans OPEB Plans Total RCC Pension Plan Fair value of assets – beginning of fiscal year (1) $ 36,678 $ 14,137 $ — $ 50,815 $ 37,275 Actual return on plan assets (1,377 ) 378 — (999 ) 1,005 Company contributions 1,020 480 663 2,163 1,443 Benefit payments (3,468 ) (554 ) (663 ) (4,685 ) (3,045 ) Fair value of assets – end of fiscal year $ 32,854 $ 14,441 $ — $ 47,295 $ 36,678 (1) Fair value as of January 16, 2015 for the CENTRIA Benefit and OPEB Plans. Funded status November 1, 2015 November 2, 2014 RCC Pension Plan CENTRIA Benefit Plans OPEB Plans Total RCC Pension Plan Fair value of assets $ 32,854 $ 14,441 $ — $ 47,295 $ 36,678 Benefit obligation 44,407 13,996 7,590 65,993 48,711 Funded status $ (11,553 ) $ 445 $ (7,590 ) $ (18,698 ) $ (12,033 ) Unrecognized actuarial loss (gain) 13,690 22 (140 ) 13,572 14,321 Unrecognized prior service cost (credit) (42 ) — — (42 ) (50 ) Prepaid (accrued) benefit cost $ 2,095 $ 467 $ (7,730 ) $ (5,168 ) $ 2,238 Benefit obligations in excess of fair value of assets of $18.7 million and $12.0 million as of November 1, 2015 and November 2, 2014, respectively, are included in other long-term liabilities in the consolidated balance sheets. Plan assets —The investment policy is to maximize the expected return for an acceptable level of risk. Our expected long-term rate of return on plan assets is based on a target allocation of assets, which is based on our goal of earning the highest rate of return while maintaining risk at acceptable levels. As of November 1, 2015 and November 2, 2014, the weighted-average asset allocations by asset category were as follows (in thousands): Investment Type November 1, 2015 November 2, 2014 RCC Pension Plan CENTRIA Benefit Plans RCC Pension Plan Equity securities 33 % 83 % 32 % Debt securities 42 % 17 % 44 % Master limited partnerships 6 % — % 7 % Cash and cash equivalents 6 % — % 3 % Real estate 8 % — % 8 % Other 5 % — % 6 % Total 100 % 100 % 100 % The plans strive to have assets sufficiently diversified so that adverse or unexpected results from one security class will not have an unduly detrimental impact on the entire portfolio. We regularly review our actual asset allocation and the investments are periodically rebalanced to our target allocation when considered appropriate. We have set the target asset allocation for the RCC Pension Plan as follows: 45% US bonds, 13% large cap US equities, 9% foreign equity, 8% master limited partnerships, 8% commodity futures, 7% real estate investment trusts, 6% emerging markets and 4% small cap US equities. The CENTRIA Benefit Plans have a target asset allocation of 50% - 95% equities and 5% - 50% fixed income. The fair values of the assets at November 1, 2015 and November 2, 2014, by asset category and by levels of fair value, as further defined in “Note 15 — Fair Value of Financial Instruments and Fair Value Measurements,” were as follows (in thousands): November 1, 2015 Level 1 Level 2 Total RCC Pension Plan CENTRIA Benefit Plans RCC Pension Plan CENTRIA Benefit Plans RCC Pension Plan CENTRIA Benefit Plans Asset category: Cash $ 2,146 $ — $ — $ — $ 2,146 $ — Mutual funds: Growth funds (1) 1,689 4,350 — — $ 1,689 $ 4,350 Real estate funds (2) 2,590 — — — $ 2,590 $ — Commodity linked funds (3) 1,791 — — — $ 1,791 $ — Equity income funds (8) — 3,704 — — $ — $ 3,704 Index funds (7) — 1,914 — 43 $ — $ 1,957 International equity funds (1) — 258 — 1,662 $ — $ 1,920 Fixed income funds (6) — 1,381 — 1,129 $ — $ 2,510 Master limited partnerships (4) 2,023 — $ 2,023 $ — Government securities (5) — 7,392 $ 7,392 $ — Corporate bonds (6) — 6,082 $ 6,082 $ — Common/collective trusts (7) — 9,141 $ 9,141 $ — Total as of November 1, 2015 $ 10,239 $ 11,607 $ 22,615 $ 2,834 $ 32,854 $ 14,441 November 2, 2014 Level 1 Level 2 Total RCC Pension Plan RCC Pension Plan RCC Pension Plan Asset category: Cash $ 1,339 $ — $ 1,339 Mutual funds: Growth funds (1) 2,067 — 2,067 Real estate funds (2) 2,917 — 2,917 Commodity linked funds (3) 2,489 — 2,489 Master limited partnerships(4) 2,682 — 2,682 Government securities (5) — 9,630 9,630 Corporate bonds (6) — 6,157 6,157 Common/collective trusts (7) — 9,397 9,397 Total as of November 2, 2014 $ 11,494 $ 25,184 $ 36,678 (1) The strategy seeks long-term growth of capital. The fund currently invests in common stocks and other securities of companies in countries with developing economies and/or markets. (2) The portfolio is constructed of Real Estate Investment Trusts (“REITs”) with the potential to provide strong and consistent earnings growth. Eligible investments for the portfolio include publicly traded equity REITs, Real Estate Operating Companies, homebuilders and commercial REITs. The portfolio invests across various sectors and is geographically diverse to manage potential risk. (3) The strategy seeks to replicate a diversified basket of commodity futures consistent with the composition of the Dow Jones UBS Commodity index. The strategy is defined to be a hedge against risking inflation and from time to time will allocate a portion of the portfolio to inflation-protected securities and other fixed income securities. (4) These holdings in Master Limited Partnerships (“MLPs”) are publicly traded partnerships which are limited by the U.S. tax code to engaging in certain natural resource and energy businesses such as petroleum and natural gas extraction and transportation. The strategy of MLPs is to earn a relatively stable income from the transportation of oil, gasoline or natural gas. (5) These holdings represent fixed-income securities issued and backed by the full faith of the United States government. The strategy is designed to lengthen duration to match the duration of the pension plan liabilities. (6) These holdings represent fixed-income securities with varying maturities diversified by issuer, sector and industry. At the time of purchase, the securities must be rated investment grade. This strategy is also taken into consideration with the government bond holdings when matching duration of the liabilities. (7) The collective trusts and index funds seek long-term growth of capital and current income through index replication strategies designed to match the holdings of the S&P 400, S&P 500, S&P 600, Russell 2000, MSCI EAFE. (8) The investment seeks to provide current income and long-term growth of income and capital. The fund normally invests at least 80% of its net assets, plus any borrowings for investment purposes, in dividend-paying equity securities. Net periodic benefit cost (income) —The components of the net periodic benefit cost (income) were as follows (in thousands): November 1, 2015 November 2, 2014 November 3, 2013 RCC Pension Plan CENTRIA Benefit Plans OPEB Plans Total RCC Pension Plan RCC Pension Plan Interest cost $ 1,933 $ 449 $ 218 $ 2,600 $ 1,912 $ 1,703 Service cost — 115 22 137 — — Expected return on assets (2,204 ) (841 ) — (3,045 ) (2,369 ) (2,172 ) Amortization of prior service cost (9 ) — — (9 ) (9 ) (9 ) Amortization of loss 1,443 — — 1,443 507 906 Net periodic benefit cost (income) $ 1,163 $ (277 ) $ 240 $ 1,126 $ 41 $ 428 The amounts in accumulated other comprehensive income that have not yet been recognized as components of net periodic benefit income are as follows (in thousands): November 1, 2015 November 2, 2014 RCC Pension Plan CENTRIA Benefit Plans OPEB Plans Total RCC Pension Plan Unrecognized actuarial loss (gain) $ 13,690 $ 22 $ (140 ) $ 13,572 $ 14,321 Unrecognized prior service cost (42 ) — — (42 ) (50 ) Total $ 13,648 $ 22 $ (140 ) $ 13,530 $ 14,271 Unrecognized actuary losses (gains), net of income tax, of $(0.4) million and $3.9 million during fiscal 2015 and 2014, respectively, are included in other comprehensive income (loss) in the consolidated statement of comprehensive income (loss). The changes in plan assets and benefit obligation recognized in other comprehensive income are as follows (in thousands): November 1, 2015 November 2, 2014 November 3, 2013 RCC Pension Plan CENTRIA Benefit Plans OPEB Plans Total RCC Pension Plan RCC Pension Plan Net actuarial gain (loss) $ (812 ) $ (22 ) $ 140 (694 ) $ (6,886 ) $ 2,786 Amortization of net actuarial loss 1,443 — — 1,443 507 906 Amortization of prior service credit (9 ) — — (9 ) (9 ) (9 ) Total recognized in other comprehensive income (loss) $ 622 $ (22 ) $ 140 $ 740 $ (6,388 ) $ 3,683 The estimated amortization for the next fiscal year for amounts reclassified from accumulated other comprehensive income into the consolidated income statement is as follows (in thousands): November 1, 2015 RCC Pension Plan CENTRIA Benefit Plans OPEB Plans Amortization of prior service cost (9 ) — — Amortization of loss 1,169 — — Total estimated amortization $ 1,160 $ — $ — Actuarial gains and losses are amortized using the corridor method based on 10% of the greater of the projected benefit obligation or the market related value of assets over the average remaining service period of active employees. We expect to contribute $1.1 million to the RCC Pension Plan and $0.6 million to the CENTRIA Benefit Plans in fiscal 2016. In addition to the CENTRIA Benefit Plans, CENTRIA contributes to a multi-employer plan, Steelworkers Pension Trust. The minimum required annual contribution to this plan is $0.3 million and the current contract expires on June 1, 2016. If we were to withdraw our participation from this multi-employer plan, we would have an estimated complete withdrawal liability in the amount of $0.7 million as of November 1, 2015. We expect the following benefit payments to be made (in thousands): Fiscal years ending RCC Pension Plan CENTRIA Benefit Plans OPEB Plans Total 2016 $ 3,163 $ 834 $ 613 $ 4,610 2017 3,242 797 716 4,755 2018 3,172 864 713 4,749 2019 3,106 883 736 4,725 2020 3,173 878 680 4,731 2021 – 2025 15,061 4,410 2,211 21,682 |
OPERATING SEGMENTS
OPERATING SEGMENTS | 12 Months Ended |
Nov. 01, 2015 | |
Segment Reporting [Abstract] | |
OPERATING SEGMENTS | OPERATING SEGMENTS Operating segments are defined as components of an enterprise that engage in business activities and by which discrete financial information is available that is evaluated on a regular basis by the chief operating decision maker to make decisions about how to allocate resources to the segment and assess the performance of the segment. We have three operating segments: engineered building systems; metal components; and metal coil coating. All operating segments operate primarily in the nonresidential construction market. Sales and earnings are influenced by general economic conditions, the level of nonresidential construction activity, metal roof repair and retrofit demand and the availability and terms of financing available for construction. Products of our operating segments use similar basic raw materials. The metal coil coating segment consists of cleaning, treating, painting and slitting continuous steel coils before the steel is fabricated for use by construction and industrial users. The metal components segment products include metal roof and wall panels, doors, metal partitions, metal trim, insulated panels and other related accessories. Metl-Span and CENTRIA are included in the metal components segment. The engineered building systems segment includes the manufacturing of main frames, Long Bay® Systems and value-added engineering and drafting, which are typically not part of metal components or metal coil coating products or services. The operating segments follow the same accounting policies used for our consolidated financial statements. We evaluate a segment’s performance based primarily upon operating income before corporate expenses. Intersegment sales are recorded based on standard material costs plus a standard markup to cover labor and overhead and consist of (i) hot-rolled, light gauge painted and slit material and other services provided by the metal coil coating segment to both the metal components and engineered building systems segments; (ii) building components provided by the metal components segment to the engineered building systems segment; and (iii) structural framing provided by the engineered building systems segment to the metal components segment. Corporate assets consist primarily of cash but also include deferred financing costs, deferred taxes and property, plant and equipment associated with our headquarters in Houston, Texas. These items (and income and expenses related to these items) are not allocated to the operating segments. Corporate unallocated expenses include share-based compensation expenses, and executive, legal, finance, tax, treasury, human resources, information technology, purchasing, marketing and corporate travel expenses. Additional unallocated expenses include interest income, interest expense, debt extinguishment costs and other (expense) income. The following table represents summary financial data attributable to these operating segments for the periods indicated (in thousands): Fiscal Year Ended November 1, 2015 November 2, 2014 November 3, 2013 Total sales: Engineered building systems $ 667,166 $ 669,843 $ 655,767 Metal components 920,845 694,858 663,094 Metal coil coating 231,732 246,582 222,064 Intersegment sales (256,050 ) (240,743 ) (232,530 ) Total net sales $ 1,563,693 $ 1,370,540 $ 1,308,395 External sales: Engineered building systems $ 647,881 $ 649,344 $ 633,653 Metal components 815,310 607,594 581,772 Metal coil coating 100,502 113,602 92,970 Total net sales $ 1,563,693 $ 1,370,540 $ 1,308,395 Operating income (loss): Engineered building systems $ 51,410 $ 32,525 $ 23,405 Metal components 50,541 33,306 36,167 Metal coil coating 19,080 23,982 24,027 Corporate (64,200 ) (64,717 ) (64,411 ) Total operating income $ 56,831 $ 25,096 $ 19,188 Unallocated other expense (30,041 ) (12,421 ) (40,927 ) Income (loss) before income taxes $ 26,790 $ 12,675 $ (21,739 ) Depreciation and amortization: Engineered building systems $ 10,224 $ 10,896 $ 11,937 Metal components 35,713 19,643 19,093 Metal coil coating 4,401 4,031 3,285 Corporate 1,054 2,382 4,960 Total depreciation and amortization expense $ 51,392 $ 36,952 $ 39,275 Fiscal Year Ended November 1, 2015 November 2, 2014 November 3, 2013 Capital expenditures: Engineered building systems $ 6,053 $ 2,569 $ 1,405 Metal components 9,145 8,646 7,417 Metal coil coating 3,279 3,935 9,350 Corporate 2,206 2,870 6,254 Total capital expenditures $ 20,683 $ 18,020 $ 24,426 Property, plant and equipment, net: Engineered building systems $ 51,196 $ 43,876 $ 30,791 Metal components 152,346 132,086 143,162 Metal coil coating 42,558 43,690 43,789 Corporate 11,792 25,062 43,176 Total property, plant and equipment, net $ 257,892 $ 244,714 $ 260,918 Total assets: Engineered building systems $ 218,646 $ 209,281 $ 199,551 Metal components 654,762 365,874 380,488 Metal coil coating 81,456 84,519 71,118 Corporate 124,865 99,009 129,106 Total assets $ 1,079,729 $ 758,683 $ 780,263 The following table represents summary financial data attributable to various geographic regions for the periods indicated (in thousands): Fiscal Year Ended November 1, 2015 November 2, 2014 November 3, 2013 Total sales: United States of America $ 1,469,495 $ 1,258,055 $ 1,192,327 Canada 72,567 92,238 102,070 Mexico 5,686 4,417 7,378 All other 15,945 15,830 6,620 Total net sales $ 1,563,693 $ 1,370,540 $ 1,308,395 Long-lived assets: United States of America $ 562,443 $ 358,634 $ 378,814 Canada 90 134 114 China 309 — — Mexico 9,471 6,095 6,191 Total long-lived assets $ 572,313 $ 364,863 $ 385,119 Sales are determined based on customers’ requested shipment location. |
CONTINGENCIES
CONTINGENCIES | 12 Months Ended |
Nov. 01, 2015 | |
Commitments and Contingencies Disclosure [Abstract] | |
CONTINGENCIES | CONTINGENCIES As a manufacturer of products primarily for use in nonresidential building construction, the Company is inherently exposed to various types of contingent claims, both asserted and unasserted, in the ordinary course of business. As a result, from time to time, the Company and/or its subsidiaries become involved in various legal proceedings or other contingent matters arising from claims, or potential claims. The Company insures against these risks to the extent deemed prudent by its management and to the extent insurance is available. Many of these insurance policies contain deductibles or self-insured retentions in amounts the Company deems prudent and for which the Company is responsible for payment. In determining the amount of self-insurance, it is the Company’s policy to self-insure those losses that are predictable, measurable and recurring in nature, such as claims for automobile liability and general liability. The Company regularly reviews the status of on-going proceedings and other contingent matters along with legal counsel. Liabilities for such items are recorded when it is probable that the liability has been incurred and when the amount of the liability can be reasonably estimated. Liabilities are adjusted when additional information becomes available. Management believes that the ultimate disposition of these matters will not have a material adverse effect on the Company’s results of operations, financial position or cash flows. However, such matters are subject to many uncertainties and outcomes are not predictable with assurance. In October 2014, we were a plaintiff in a class action settlement with certain defendants, against whom it was alleged that they conspired, in violation of U.S. antitrust laws, to restrict the output on certain steel products and, therefore, raise or fix the price for those specified steel products sold for delivery in the United States during the period from April 1, 2005 to December 31, 2007. The allocation of the settlement amounts to the class was approved by the court in October 2015. As of November 1, 2015, we recorded a receivable of $1.2 million , with a corresponding amount presented in “Gain on legal settlements” on our consolidated statement of operations. In November 2015, we received cash proceeds in full satisfaction of the receivable amount. In February 2012, we prevailed in a civil lawsuit against a former employee, which was upheld on appeal during the fiscal year ended November 1, 2015. We received cash proceeds of $2.6 million in October 2015. At November 1, 2015, this amount has been presented in “Gain on legal settlements” on our consolidated statement of operations. |
QUARTERLY RESULTS (Unaudited)
QUARTERLY RESULTS (Unaudited) | 12 Months Ended |
Nov. 01, 2015 | |
Quarterly Financial Information Disclosure [Abstract] | |
QUARTERLY RESULTS (Unaudited) | QUARTERLY RESULTS (Unaudited) Shown below are selected unaudited quarterly data (in thousands, except per share data): First Quarter Second Quarter Third Quarter Fourth Quarter FISCAL YEAR 2015 Sales $ 322,926 $ 360,147 $ 420,789 $ 459,831 Gross profit $ 72,139 $ 75,889 $ 100,687 $ 123,601 Net income (loss) $ (320 ) $ (7,488 ) $ 7,219 $ 18,407 Net income (loss) applicable to common shares $ (320 ) $ (7,488 ) $ 7,160 (3) $ 18,241 (3) Income (loss) per common share: (1)(2) Basic $ — $ (0.10 ) $ 0.10 $ 0.25 Diluted $ — $ (0.10 ) $ 0.10 $ 0.25 FISCAL YEAR 2014 Sales $ 310,666 $ 305,800 $ 361,626 $ 392,448 Gross profit $ 59,225 $ 59,597 $ 79,565 $ 93,437 Net income (loss) $ (4,258 ) $ (4,905 ) $ 6,089 $ 14,259 Net income (loss) applicable to common shares $ (4,258 ) $ (4,905 ) $ 6,039 (3) $ 14,162 (3) Income (loss) per common share: (1)(2) Basic $ (0.06 ) $ (0.07 ) $ 0.08 $ 0.19 Diluted $ (0.06 ) $ (0.07 ) $ 0.08 $ 0.19 (1) The sum of the quarterly income per share amounts may not equal the annual amount reported, as per share amounts are computed independently for each quarter and for the full year based on the respective weighted average common shares outstanding. (2) During the third and fourth quarters of fiscal 2015 and 2014, a portion of the income was allocated to “participating securities.” These participating securities are treated as a separate class in computing earnings per share (see Note 9). (3) Undistributed earnings attributable to participating securities was $0.1 million during the third quarter of fiscal 2015, $0.2 million during the fourth quarter of fiscal 2015 and $0.1 million during each of the third and fourth quarters of fiscal 2014. The quarterly income (loss) before income taxes were impacted by the following special income (expense) items: First Quarter Second Quarter Third Quarter Fourth Quarter FISCAL YEAR 2015 Strategic development and acquisition related costs $ (1,729 ) $ (629 ) $ (700 ) $ (1,143 ) Restructuring and impairment charges (1,480 ) (1,465 ) (750 ) (7,611 ) Gain on legal settlements — — — 3,765 Fair value adjustment of acquired inventory (972 ) (386 ) (1,000 ) — Amortization of short-lived acquired intangibles — (2,720 ) (3,334 ) (2,346 ) Total special charges in income (loss) before income taxes $ (4,181 ) $ (5,200 ) $ (5,784 ) $ (7,335 ) FISCAL YEAR 2014 Gain on insurance recovery $ 987 $ 324 $ — $ — Secondary offering costs (704 ) (50 ) — — Foreign exchange gain (loss) (701 ) 262 (360 ) (298 ) Strategic development costs — — (1,486 ) (3,512 ) Total special charges in income (loss) before income taxes $ (418 ) $ 536 $ (1,846 ) $ (3,810 ) |
SUBSEQUENT EVENT
SUBSEQUENT EVENT | 12 Months Ended |
Nov. 01, 2015 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENT | SUBSEQUENT EVENT On November 3, 2015, we acquired a manufacturing plant in Hamilton, Ontario, Canada for CAD 5.5 million in cash. This plant allows us to service customers more competitively within the Canadian and Northeastern United States IMP markets. We are in the process of completing our purchase price allocation, which could result in the recognition of a gain for the difference between the fair value of consideration transferred and the fair value of the net assets acquired. |
ACQUISITION
ACQUISITION | 12 Months Ended |
Nov. 01, 2015 | |
Business Combinations [Abstract] | |
ACQUISITION | ACQUISITIONS On January 16, 2015, NCI Group, Inc., a wholly-owned subsidiary of the Company, and Steelbuilding.com, LLC, a wholly owned subsidiary of NCI Group, Inc., completed the acquisition of CENTRIA (the “CENTRIA Acquisition”), a Pennsylvania general partnership (“CENTRIA”), pursuant to the terms of the Interest Purchase Agreement, dated November 7, 2014 (“Interest Purchase Agreement”) with SMST Management Corp., a Pennsylvania corporation, Riverfront Capital Fund, a Pennsylvania limited partnership, and CENTRIA. NCI acquired all of the general partnership interests of CENTRIA in exchange for $255.8 million in cash, including cash acquired of $8.7 million . The purchase price is subject to a post-closing adjustment to net working capital as provided in the Interest Purchase Agreement. The purchase price was funded through the issuance of $250.0 million of new indebtedness. See “Note 12 — Long-Term Debt and Note Payable.” CENTRIA is now an indirect, wholly-owned subsidiary of NCI. Accordingly, the results of CENTRIA’s operations from January 16, 2015 are included in our consolidated financial statements. For the period from January 16, 2015 to November 1, 2015, CENTRIA contributed revenue of $179.4 million and had an operating loss of $4.3 million . The CENTRIA Acquisition enhances our capabilities in the design, engineering and manufacturing of architectural insulated metal panel (“IMP”) wall and roof systems and integrated coil coating services for the nonresidential construction industry. CENTRIA operates four production facilities in the United States and a manufacturing facility in China. We report on a fiscal year that ends on the Sunday closest to October 31. CENTRIA previously reported on a calendar year that ended December 31. In accordance with ASC Topic 805, Business Combinations , the unaudited pro forma financial information for fiscal years 2015 and 2014 assumes the acquisition was completed on November 4, 2013, the first day of fiscal year 2014. This unaudited pro forma financial information does not necessarily represent what would have occurred if the transaction had taken place on the dates presented and should not be taken as representative of our future consolidated results of operations. The unaudited pro forma financial information includes adjustments for interest expense to match the new capital structure and amortization expense for identified intangibles. In addition, acquisition related costs and $16.1 million of transaction costs incurred by the seller are excluded from the unaudited pro forma financial information. The pro forma information does not reflect any expected synergies or expense reductions that we believe will result from the acquisition. Unaudited Pro Forma Fiscal year ended (In thousands, except per share amounts) November 1, November 2, Sales $ 1,608,179 $ 1,605,707 Net income (loss) applicable to common shares 22,266 (106 ) Income (loss) per common share Basic $ 0.31 $ — Diluted $ 0.30 $ — The following table summarizes the estimated fair values of the assets acquired and liabilities assumed as part of the CENTRIA Acquisition as of January 16, 2015 as determined in accordance with ASC Topic 805. The fair value of all assets acquired and liabilities assumed are preliminary and the final determination of any required acquisition method adjustments will be made upon the completion of the determination of the post-closing adjustment in the Interest Purchase Agreement and the finalization of certain contingent assets and liabilities. (In thousands) January 16, 2015 Cash $ 8,718 Current assets, excluding cash $ 74,725 Property, plant and equipment 34,127 Intangible assets 128,280 Assets acquired $ 245,850 Current liabilities $ 63,797 Other long-term liabilities 8,893 Liabilities assumed $ 72,690 Fair value of net assets acquired $ 173,160 Total consideration paid 255,841 Goodwill $ 82,681 The amount allocated to intangible assets was attributed to the following categories (in thousands): Useful Lives Backlog $ 8,400 9 months Trade names 13,980 15 years Customer lists and relationships 105,900 20 years $ 128,280 These intangible assets are amortized on a straight-line basis, which is presented in Intangible asset amortization on our consolidated statements of operations. We also recorded a step-up in inventory fair value of approximately $2.4 million , which was subsequently recognized as an expense in “Fair value adjustment of acquired inventory” on our consolidated statements of operations upon the sale of the related inventory. The excess of the purchase price over the fair values of assets acquired and liabilities assumed was allocated to goodwill. The intention of this transaction was to strengthen our position as a fully integrated supplier to the nonresidential building products industry, by enhancing our existing portfolio of cold storage and commercial and industrial solutions, expanding our capabilities into high-end insulated metal panels and contributing specialty continuous metal coil coating capabilities. We believe the transaction will result in revenue synergies to our existing businesses, as well as improvements in supply chain efficiency, including alignment of purchase terms and pricing optimization. We include the results of the CENTRIA Acquisition in the metal components segment. Goodwill of $73.6 million and $9.1 million was recorded in our metal components segment and engineered building systems segment based on expected synergies pertaining to the respective segments from the acquisition. Additionally, because the entity acquired was treated as a partnership for tax purposes, the tax basis of the acquired assets and liabilities has been adjusted to their fair value and goodwill will be deductible for tax purposes. Beginning in the fourth quarter of fiscal 2015, the Company elected to record measurement period adjustments in the period in which they are determined, rather than retrospectively, as permitted under new accounting guidance issued in September 2015. See “Note 3 — Accounting Pronouncements.” The adoption of this guidance did not have a material impact on our consolidated financial statements. |
RESTRUCTURING (Notes)
RESTRUCTURING (Notes) | 12 Months Ended |
Nov. 01, 2015 | |
Restructuring and Related Activities [Abstract] | |
RESTRUCTURING AND ASSET IMPAIRMENTS | RESTRUCTURING AND ASSET IMPAIRMENTS During the first quarter of fiscal 2015, we approved a plan to consolidate our three engineered buildings systems manufacturing facilities in Tennessee, closing the Caryville facility. We have incurred severance and facility costs at the Caryville facility of approximately $1.6 million during the fiscal year ended November 1, 2015. We completed the closing of the Caryville facility during March 2015. During the fourth quarter of fiscal 2015, we have developed plans to improve cost efficiency and optimize our combined manufacturing footprint considering recent acquisitions and restructuring efforts. As a result of these plans, we identified indicators that certain of our manufacturing asset groups within our metal components segment may be impaired. We performed impairment testing and recorded asset impairment charges of $5.8 million as the fair values of the asset groups were below their carrying amounts. These charges are presented in “Restructuring and impairment charges” on our consolidated statements of operations and relate to our metal components segment. We measured the fair value of the asset groups using Level 3 inputs, including values of like-kind assets or other market indications of a potential selling value which approximates fair value. In addition, during the fiscal year ended November 1, 2015, we incurred severance related costs of $2.0 million , $1.2 million and $0.3 million within the metal components segment, engineered building systems segment and metal coil coating segment, respectively, primarily in an effort to streamline our management and manufacturing structure to better serve our customers. The following table summarizes our restructuring plan costs and charges related to our restructuring plans during the fiscal year ended November 1, 2015 (in thousands): Costs Incurred To Date Remaining Anticipated Costs Total Anticipated Costs General severance $ 3,887 $ 739 $ 4,626 Plant closing severance 1,575 — 1,575 Asset impairment 5,844 — 5,844 Total restructuring costs $ 11,306 $ 739 $ 12,045 The following table summarizes our restructuring liability and cash payments made related to the restructuring plan (in thousands): General Severance Plant Closing Severance Asset Impairments Total Balance at November 2, 2014 $ — $ — $ — $ — Costs incurred 3,887 1,575 5,844 11,306 Cash payments (2,941 ) (1,575 ) — (4,516 ) Accrued severance (1) 739 — — 739 Balance at November 1, 2015 $ 1,685 $ — $ 5,844 $ 7,529 (1) During the second and fourth quarters of fiscal 2015, we entered into transition and separation agreements with certain executive officers. Each terminated executive officer is entitled to severance benefit payments issuable in two installments. The termination benefits were measured initially at the separation date based on the fair value of the liability as of the termination date, and recognized ratably over the future service period. Remaining severance costs associated with the executive officers of $0.4 million and $0.2 million will be incurred in the metal components segment and engineered building systems segment, respectively. We expect to fully execute our plans in phases over the next 12 months to 36 months and estimate that we will incur future additional restructuring charges associated with these plans. We are unable at this time to make a good faith determination of cost estimates, or ranges of cost estimates, associated with future phases of the plans. |
SUMMARY OF SIGNIFICANT ACCOUN33
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Nov. 01, 2015 | |
Accounting Policies [Abstract] | |
Use of Estimates | Use of Estimates . The preparation of financial statements in conformity with accounting principles generally accepted in the U.S. requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Examples include provisions for bad debts and inventory reserves, accounting for business combinations, valuation of reporting units for purposes of assessing goodwill and other indefinite-lived intangible assets for impairment, valuation of asset groups for impairment testing, accruals for employee benefits, general liability insurance, warranties and certain contingencies. We base our estimates on historical experience, market participant fair value considerations, projected future cash flows, and various other factors that are believed to be reasonable under the circumstances. Actual results could differ from those estimates. |
Cash and Cash Equivalents | Cash and Cash Equivalents . Cash equivalents are stated at cost plus accrued interest, which approximates fair value. Cash equivalents are highly liquid debt instruments with an original maturity of three months or less and may consist of time deposits with a number of commercial banks with high credit ratings, money market instruments, certificates of deposit and commercial paper. Our policy allows us to also invest excess funds in no-load, open-end, management investment trusts (“mutual funds”). The mutual funds invest exclusively in high quality money market instruments. As of November 1, 2015 , our cash and cash equivalents were only invested in cash. |
Accounts Receivable and Related Allowance | Accounts Receivable and Related Allowance . We report accounts receivable net of the allowance for doubtful accounts. Trade accounts receivable are the result of sales of building systems, components and coating services to customers throughout the United States and affiliated territories, including international builders who resell to end users. Substantially all sales are denominated in U.S. dollars with the exception of sales at our Canadian operations which are denominated in Canadian dollars. Credit sales do not normally require a pledge of collateral; however, various types of liens may be filed to enhance the collection process. We establish reserves for doubtful accounts on a customer by customer basis when we believe the required payment of specific amounts owed is unlikely to occur. In establishing these reserves, we consider changes in the financial position of a customer, availability of security, lien rights and bond rights as well as disputes, if any, with our customers. Our allowance for doubtful accounts reflects reserves for customer receivables to reduce receivables to amounts expected to be collected. We determine past due status as of the contractual payment date. Interest on delinquent accounts receivable is included in the trade accounts receivable balance and recognized as interest income when earned and collectability is reasonably assured. Uncollectible accounts are written off when a settlement is reached for an amount that is less than the outstanding historical balance or we have exhausted all collection efforts. |
Inventories | Inventories . Inventories are stated at the lower of cost or market value less allowance for inventory obsolescence, using First-In, First-Out Method (FIFO) for steel coils and other raw materials. |
Assets Held For Sale | Assets Held for Sale . We record assets held for sale at the lower of the carrying value or fair value less costs to sell. The following criteria are used to determine if property is held for sale: (i) management has the authority and commits to a plan to sell the property; (ii) the property is available for immediate sale in its present condition; (iii) there is an active program to locate a buyer and the plan to sell the property has been initiated; (iv) the sale of the property is probable within one year; (v) the property is being actively marketed at a reasonable sale price relative to its current fair value; and (vi) it is unlikely that the plan to sell will be withdrawn or that significant changes to the plan will be made. In determining the fair value of the assets less cost to sell, we considered factors including current sales prices for comparable assets in the area, recent market analysis studies, appraisals and any recent legitimate offers. If the estimated fair value less cost to sell of an asset is less than its current carrying value, the asset is written down to its estimated fair value less cost to sell. During fiscal 2014, we reclassified $ 2.9 million of additional property, plant and equipment to assets held for sale related to an idled facility because this facility met the above criteria. The total carrying value of assets held for sale is $6.3 million and $5.7 million at November 1, 2015 and November 2, 2014 , respectively, and these amounts are included in the engineered building systems segment. All of these assets continue to be actively marketed for sale at November 1, 2015 . Due to uncertainties in the estimation process, it is reasonably possible that actual results could differ from the estimates used in our historical analyses. Our assumptions about property sales prices require significant judgment because the current market is highly sensitive to changes in economic conditions. We calculated the estimated fair values of assets held for sale based on current market conditions and assumptions made by management, which may differ from actual results and may result in additional impairments if market conditions deteriorate. |
Property, Plant and Equipment and Leases | Property, Plant and Equipment and Leases . Property, plant and equipment are stated at cost and depreciated using the straight-line method over their estimated useful lives. Leasehold improvements are capitalized and amortized using the straight-line method over the shorter of their estimated useful lives or the term of the underlying lease. Computer software developed or purchased for internal use is depreciated using the straight-line method over its estimated useful life. Depreciation and amortization are recognized in cost of sales and engineering, selling, general and administrative expenses based on the nature and use of the underlying asset(s). Operating leases are expensed using the straight-line method over the term of the underlying lease. |
Internally Developed Software | Internally Developed Software . Internally developed software is stated at cost less accumulated amortization and is amortized using the straight-line method over its estimated useful life ranging from 3 to 7 years. Software assets are reviewed for impairment when events or circumstances indicate the carrying value may not be recoverable over the remaining lives of the assets. During the software application development stage, capitalized costs include external consulting costs, cost of software licenses and internal payroll and payroll related costs for employees who are directly associated with a software project. Upgrades and enhancements are capitalized if they result in added functionality which enable the software to perform tasks it was previously incapable of performing. Software maintenance, training, data conversion and business process reengineering costs are expensed in the period in which they are incurred. |
Goodwill and Other Intangible Assets | Goodwill and Other Intangible Assets . We review the carrying values of goodwill and identifiable intangibles whenever events or changes in circumstances indicate that such carrying values may not be recoverable and annually for goodwill and indefinite lived intangible assets as required by ASC Topic 350, Intangibles — Goodwill and Other . This guidance provides the option to first assess qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying value, a "Step 0" analysis. If, based on a review of qualitative factors, it is more likely than not that the fair value of a reporting unit is less than its carrying value, we perform "Step 1" of the two-step goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount. If the carrying value exceeds the fair value, we measure the amount of impairment loss, if any, by comparing the implied fair value of the reporting unit goodwill to its carrying amount. Unforeseen events, changes in circumstances, market conditions and material differences in the value of intangible assets due to changes in estimates of future cash flows could negatively affect the fair value of our assets and result in a non-cash impairment charge. Some factors considered important that could trigger an impairment review include the following: significant underperformance relative to expected historical or projected future operating results, significant changes in the manner of our use of acquired assets or the strategy for our overall business and significant negative industry or economic trends. |
Revenue Recognition | Revenue Recognition . We recognize revenues when the following conditions are met: persuasive evidence of an arrangement exists, delivery has occurred or services have been rendered, the price is fixed or determinable, and collectability is reasonably assured. Generally, these criteria are met at the time product is shipped or services are complete. A portion of our revenue, exclusively within our engineered building systems segment, includes multiple-element revenue arrangements due to multiple deliverables. Each deliverable is generally determined based on customer-specific manufacturing and delivery requirements. Because the separate deliverables have value to the customer on a stand-alone basis, they are typically considered separate units of accounting. A portion of the entire job order value is allocated to each unit of accounting. Revenue allocated to each deliverable is recognized upon shipment. We use estimated selling price (“ESP”) based on underlying cost plus a reasonable margin to determine how to separate multiple-element revenue arrangements into separate units of accounting, and how to allocate the arrangement consideration among those separate units of accounting. We determine ESP based on our normal pricing and discounting practices. Our sales arrangements do not include a general right of return of the delivered product(s). In certain cases, the cancellation terms of a job order provide us with the opportunity to bill for certain incurred costs. In those instances, revenue is not recognized until all revenue recognition criteria are met, including reasonable assurance of collectability. In our metal coil coating segment, our revenue activities broadly consist of cleaning, treating, painting and packaging various flat rolled metals as well as slitting and/or embossing the metal. We enter into two types of sales arrangements with our customers: toll processing sales and package sales. The primary distinction between these two arrangements relates to ownership of the underlying metal coil during treatment. In toll processing arrangements, we do not maintain ownership of the underlying metal coil during treatment and only recognize revenue for the toll processing activities, typically, cleaning, painting, slitting, embossing and packaging. In package sales arrangements, we have ownership of the metal coil during treatment and recognize revenue on both the toll processing activities and the sale of the underlying metal coil. Under either arrangement, revenue and the related direct and indirect costs are recognized when all of the recognition criteria are met, which is generally when the products are shipped to the customer. |
Equity Raising And Deferred Financing Costs | Equity Raising and Deferred Financing Costs . Equity raising costs are recorded as a reduction to additional paid in capital upon the execution of an equity transaction. Deferred financing costs are capitalized as incurred and amortized using the straight-line method which approximates the effective interest method over the expected life of the debt. |
Cost of Sales | Cost of Sales . Cost of sales includes the cost of inventory sold during the period, including costs for manufacturing, inbound freight, receiving, inspection, warehousing, and internal transfers less vendor rebates. Costs associated with shipping and handling our products are included in cost of sales. Cost of sales is exclusive of asset impairments (recoveries), net and the gain on insurance recovery because these items are shown below cost of sales on our consolidated statement of operations. Purchasing costs and engineering and drafting costs are included in engineering, selling, general and administrative expense. |
Warranty | Warranty . We sell weathertightness warranties to our customers for protection from leaks in our roofing systems related to weather. These warranties range from two years to twenty years. We sell two types of warranties, standard and Single Source ™ , and three grades of coverage for each. The type and grade of coverage determines the price to the customer. For standard warranties, our responsibility for leaks in a roofing system begins after 24 consecutive leak-free months. For Single Source ™ warranties, the roofing system must pass our inspection before warranty coverage will be issued. Inspections are typically performed at three stages of the roofing project: (i) at the project start-up; (ii) at the project mid-point; and (iii) at the project completion. These inspections are included in the cost of the warranty. If the project requires or the customer requests additional inspections, those inspections are billed to the customer. Upon the sale of a warranty, we record the resulting revenue as deferred revenue, which is included in other accrued expenses in our consolidated balance sheets. See “Note 11 — Warranty”. |
Insurance | Insurance . Group medical insurance is purchased through Blue Cross Blue Shield (“BCBS”). The plans include a Preferred Provider Organization (“PPO”) plan and an Exclusive Provider Organization (“EPO”) plan. These plans are managed-care plans utilizing networks to achieve discounts through negotiated rates with the providers within these networks. The claims incurred under these plans are self-funded for the first $300,000 of each claim. We purchase individual stop loss reinsurance to limit our claims liability to $300,000 per claim. BCBS administers all claims, including claims processing, utilization review and network access charges. Insurance is purchased for workers compensation and employer liability, general liability, property and auto liability/auto physical damage. We utilize either deductibles or self-insurance retentions (“SIR”) to limit our exposure to catastrophic loss. The workers compensation insurance has a $250,000 per-occurrence deductible. The property and auto liability insurances have per-occurrence deductibles of $50,000 and $250,000 , respectively. The general liability insurance has a $1,000,000 SIR. Umbrella insurance coverage is purchased to protect us against claims that exceed our per-occurrence or aggregate limits set forth in our respective policies. All claims are adjusted utilizing a third-party claims administrator and insurance carrier claims adjusters. Each reporting period, we record the costs of our health insurance plan, including paid claims, an estimate of the change in incurred but not reported (“IBNR”) claims, taxes and administrative fees, when applicable, (collectively the “Plan Costs”) as general and administrative expenses in our Consolidated Statements of Operations. The estimated IBNR claims are based upon (i) a recent average level of paid claims under the plan, (ii) an estimated lag factor and (iii) an estimated growth factor to provide for those claims that have been incurred but not yet reported and paid. We use an actuary to determine the claims lag and estimated liability for IBNR claims. For workers’ compensation costs, we monitor the number of accidents and the severity of such accidents to develop appropriate estimates for expected costs to provide both medical care and indemnity benefits, when applicable, for the period of time that an employee is incapacitated and unable to work. These accruals are developed using independent third-party actuarial estimates of the expected cost for medical treatment, and length of time an employee will be unable to work based on industry statistics for the cost of similar disabilities, to include statutory impairment ratings. For general liability and automobile claims, accruals are developed based on independent third-party actuarial estimates of the expected cost to resolve each claim, including damages and defense costs, based on legal and industry trends and the nature and severity of the claim. Accruals also include estimates for IBNR claims, and taxes and administrative fees, when applicable. Each reporting period, we record the costs of our workers’ compensation, general liability and automobile claims, including paid claims, an estimate of the change in IBNR claims, taxes and administrative fees as general and administrative expenses in our Consolidated Statements of Operations. |
Advertising Costs | Advertising Costs . Advertising costs are expensed as incurred. |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets . We assess impairment of property, plant and equipment at an asset group level in accordance with the provisions of ASC Topic 360, Property, Plant and Equipment. We assess the recoverability of the carrying amount of property, plant and equipment if certain events or changes in circumstances indicate that the carrying value of such asset groups may not be recoverable, such as a significant decrease in market value of the asset groups or a significant change in our business conditions. If we determine that the carrying value of an asset group is not recoverable based on expected undiscounted future cash flows, excluding interest charges, we record an impairment loss equal to the excess of the carrying amount of the asset group over its fair value. The fair value of an asset group is determined based on prices of similar assets adjusted for their remaining useful life. |
Share-Based Compensation | Share-Based Compensation . Compensation expense is recorded for restricted stock awards under the fair value method. In December 2013, we granted long-term incentive awards with performance conditions that will be paid 50% in cash and 50% in stock (“Performance Share Awards”). Compensation expense is recorded for Performance Share Awards based on the probable outcome of the performance conditions associated with the respective shares, as determined by management. On performance share unit awards, we applied a discount due to the required eighteen month holding period subsequent to vesting. |
Foreign Currency Re-measurement and Translation | Foreign Currency Re-measurement and Translation . The functional currency for our Mexico operations is the U.S. dollar. Adjustments resulting from the re-measurement of the local currency financial statements into the U.S. dollar functional currency, which uses a combination of current and historical exchange rates, are included in other income in the current period. he functional currency for our Canadian operations is the Canadian dollar. Translation adjustments resulting from translating the functional currency financial statements into U.S. dollar equivalents are reported separately in accumulated other comprehensive income in stockholders’ equity. |
Contingencies | Contingencies . We establish reserves for estimated loss contingencies and unasserted claims when we believe a loss is probable and the amount of the loss can be reasonably estimated. Our contingent liability reserves are related primarily to litigation and environmental matters. Revisions to contingent liability reserves are reflected in income in the period in which there are changes in facts and circumstances that affect our previous assumptions with respect to the likelihood or amount of loss. Reserves for contingent liabilities are based upon our assumptions and estimates regarding the probable outcome of the matter. We estimate the probable cost by evaluating historical precedent as well as the specific facts relating to each particular contingency (including the opinion of outside advisors, professionals and experts). Should the outcome differ from our assumptions and estimates or other events result in a material adjustment to the accrued estimated reserves, revisions to the estimated reserves for contingent liabilities would be required and would be recognized in the period the new information becomes known. |
Income Taxes | Income taxes . The determination of our provision for income taxes requires significant judgment, the use of estimates and the interpretation and application of complex tax laws. Our provision for income taxes reflects a combination of income earned and taxed in the various U.S. federal and state, Canadian federal and provincial as well as Mexican federal jurisdictions. Jurisdictional tax law changes, increases or decreases in permanent differences between book and tax items, accruals or adjustments of accruals for tax contingencies or valuation allowances, and the change in the mix of earnings from these taxing jurisdictions all affect the overall effective tax rate. In assessing the realizability of deferred tax assets, we must consider whether it is more likely than not that some portion, or all, of the deferred tax assets will not be realized. We consider all available evidence, both positive and negative, in determining whether a valuation allowance is required. Such evidence includes the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment, and judgment is required in considering the relative weight of negative and positive evidence. |
Reclassifications | Reclassifications . Certain reclassifications have been made to the prior period amounts in our consolidated balance sheets, consolidated cash flows and notes to the consolidated financial statements to conform to the current presentation. The net effect of these reclassifications was not material to our consolidated financial statements. |
Adopted Accounting Pronouncements | Adopted Accounting Pronouncements Presentation of unrecognized tax benefits In July 2013, the FASB issued ASU 2013-11, Income Taxes (Topic 740): Presentation of Unrecognized Tax Benefit When a Net Operating Loss Carryforward, A Similar Tax Loss, or a Tax Credit Carryforward Exists (A Consensus of the FASB Emerging Issues Task Force) . ASU 2013-11 requires an entity to present an unrecognized tax benefit as a reduction of a deferred tax asset for a net operating loss carryforward, or similar tax loss or tax credit carryforward, rather than as a liability when the uncertain tax position would reduce the net operating loss or other carryforward under the tax law of the applicable jurisdiction and the entity intends to use the deferred tax asset for that purpose. We adopted ASU 2013-11 prospectively for our first quarter in fiscal 2015. The adoption of ASU 2013-11 did not have a material impact on our consolidated financial statements. Recognition of measurement period adjustments In September 2015, the FASB issued ASU 2015-16, Business Combinations - Simplifying the Accounting for Measurement-Period Adjustments , which eliminates the requirement to restate prior period financial statements for measurement period adjustments. The guidance requires that the cumulative impact of a measurement period adjustment (including the impact on prior periods) be recognized in the reporting period in which the adjustment is identified. We early adopted this guidance in our fourth quarter of fiscal 2015. See “Note 4 — Acquisitions. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In April 2014, the FASB issued ASU 2014-08, Presentation of Financial Statements (Topic 205) and Property, Plant, and Equipment (Topic 360): Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity. ASU 2014-08 changes the requirement for reporting discontinued operations. A disposal of a component of an entity or a group of components of an entity will be required to be reported in discontinued operations if the disposal represents a strategic shift that has or will have a major effect on an entity’s operations and financial results when the entity or group of components of an entity meets the criteria to be classified as held for sale or when it is disposed of by sale or other than by sale. The update also requires additional disclosures about discontinued operations, a disposal of an individually significant component of an entity that does not qualify for discontinued operations presentation in the financial statements, and an entity’s significant continuing involvement with a discontinued operation. This update is effective prospectively for our first quarter in fiscal 2016. Early adoption is permitted, but only for disposals (or classifications as held for sale) that have not been reported in previously issued financial statements. We do not expect that the adoption of this guidance will have a material impact on our consolidated financial statements. In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (Topic 606). ASU 2014-09 supersedes the revenue recognition requirements in ASC Topic 605, Revenue Recognition , and most industry-specific guidance. The core principle of the guidance is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. In August 2015, the FASB issued ASU 2015-14, which deferred the effective date of ASU 2014-09 by one year. The new standard allows for either full or modified retrospective adoption and is effective for annual reporting periods beginning after December 15, 2017, including interim periods within that reporting period, which for the Company is the first quarter of fiscal 2019. Entities can still adopt the amendments as of the original effective date beginning after December 15, 2016. We are currently assessing the potential effects of these changes to our consolidated financial statements. In June 2014, the FASB issued ASU 2014-12, Accounting for Share-Based Payments When the Terms of an Award Provide That a Performance Target Could Be Achieved after the Requisite Service Period . ASU 2014-12 requires that a performance target that affects vesting and could be achieved after the requisite service period be treated as a performance condition. A reporting entity should apply existing guidance in FASB Accounting Standards Codification 718, Compensation - Stock Compensation , as it relates to such awards. ASU 2014-12 is effective for our first quarter in fiscal 2017, with early adoption permitted. We do not expect that the adoption of this guidance will have a material impact on our consolidated financial statements. In January 2015, the FASB issued ASU 2015-01, Income Statement - Extraordinary and Unusual Items (Subtopic 225-20): Simplifying Income Statement Presentation by Eliminating the Concept of Extraordinary Items . ASU 2015-01 eliminates from U.S. GAAP the concept of extraordinary items. The guidance is effective for our fiscal year ending October 29, 2017. A reporting entity may apply the amendments prospectively. We do not expect that the adoption of this guidance will have a material impact on our consolidated financial statements. In April 2015, the FASB issued ASU 2015-03, Interest - Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs . ASU 2015-03 requires debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of the related debt liability instead of being presented as a separate asset. In circumstances where the costs are incurred before the debt liability is recorded, the costs will be reported on the balance sheet as an asset until the debt liability is recorded. Debt disclosures will include the face amount of the debt liability and the effective interest rate. The update requires retrospective application and is effective for our fiscal year ending October 29, 2017. Early adoption is permitted for financial statements that have not been previously issued. In August 2015, FASB issued ASU 2015-15, Interest - Imputation of Interest (Subtopic 835-30) - Presentation and Subsequent Measurement of Debt Issuance Costs Associated with Line-of-Credit Arrangements (Amendments to SEC Paragraphs Pursuant to Staff Announcement at June 18, 2015 EITF Meeting) , to provide further clarification to ASU 2015-03 as it relates to the presentation and subsequent measurement of debt issuance costs associated with line of credit arrangements. Upon adoption of this guidance, we expect to reclassify approximately $11 million in deferred financing costs as a reduction of the carrying amount of the debt liability. In July 2015, the FASB issued ASU 2015-11, Inventory (Topic 330): Simplifying the Measurement of Inventory . ASU 2015-11 requires that inventory that has historically been measured using first-in, first-out (FIFO) or average cost method should now be measured at the lower of cost and net realizable value. The update requires prospective application and is effective for our fiscal year ending October 28, 2018. Early adoption is permitted for financial statements that have not been previously issued. We do not expect that the adoption of this guidance will have a material impact on our consolidated financial statements. |
SUMMARY OF SIGNIFICANT ACCOUN34
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 12 Months Ended |
Nov. 01, 2015 | |
Accounting Policies [Abstract] | |
Rollforward of Uncollectible Accounts | The following table represents the rollforward of our uncollectible accounts for the fiscal years ended November 1, 2015 , November 2, 2014 and November 3, 2013 (in thousands): November 1, November 2, November 3, Beginning balance $ 6,076 $ 6,055 $ 6,000 Provision for (recovery of) bad debts 110 256 1,679 Amounts charged against allowance for bad debts, net of recoveries (114 ) (235 ) (1,624 ) Allowance for bad debts of acquired company at date of acquisition 1,623 — — Ending balance $ 7,695 $ 6,076 $ 6,055 |
Components of Inventory | The components of inventory are as follows (in thousands): November 1, November 2, Raw materials $ 109,455 $ 93,367 Work in process and finished goods 48,373 38,130 $ 157,828 $ 131,497 |
Rollforward of Reserve for Obsolete Materials and Supplies | The following table represents the rollforward of reserve for obsolete materials and supplies activity for the fiscal years ended November 1, 2015 , November 2, 2014 and November 3, 2013 (in thousands): November 1, November 2, November 3, Beginning balance $ 1,743 $ 1,769 $ 1,521 Provisions 943 648 1,161 Dispositions (552 ) (674 ) (913 ) Reserve of acquired company at date of acquisition 1,615 — — Ending balance $ 3,749 $ 1,743 $ 1,769 |
Property, Plant and Equipment | Property, plant and equipment consists of the following (in thousands): November 1, 2015 November 2, 2014 Land $ 20,277 $ 20,482 Buildings and improvements 182,831 184,880 Machinery, equipment and furniture 331,113 289,833 Transportation equipment 4,458 2,943 Computer software and equipment 107,341 103,454 Construction in progress 22,656 17,854 668,676 619,446 Less accumulated depreciation (410,784 ) (374,732 ) $ 257,892 $ 244,714 |
Estimated Useful Lives for Depreciation | Estimated useful lives for depreciation are: Buildings and improvements 15 – 39 years Machinery, equipment and furniture 3 – 15 years Transportation equipment 4 – 10 years Computer software and equipment 3 – 7 years |
GOODWILL AND OTHER INTANGIBLE35
GOODWILL AND OTHER INTANGIBLE ASSETS (Tables) | 12 Months Ended |
Nov. 01, 2015 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Carrying Amount of Goodwill by Operating Segment | Our goodwill balance and changes in the carrying amount of goodwill by operating segment are as follows (in thousands): Metal Coil Coating Metal Components Engineered Building Systems Total Balance as of November 2, 2014 and November 3, 2013 $ — $ 70,026 $ 5,200 $ 75,226 Additions — 73,571 9,110 82,681 Impairment — — — — Other, net — 119 — 119 Balance as of November 1, 2015 $ — $ 143,716 $ 14,310 $ 158,026 |
Intangible Asset Activity | The following table represents all our intangible assets activity for the fiscal years ended November 1, 2015 and November 2, 2014 (in thousands): Range of Life (Years) November 1, 2015 November 2, 2014 Amortized intangible assets: Cost: Trade names 15 $ 29,167 $ 15,187 Customer lists and relationships 12 – 20 136,210 30,310 Non-competition agreements 5 – 10 8,132 8,132 Supplier relationships 3 150 150 Backlog 0.75 8,400 — $ 182,059 $ 53,779 Accumulated amortization: Trade names $ (6,824 ) $ (5,073 ) Customer lists and relationships (15,613 ) (9,040 ) Non-competition agreements (8,132 ) (8,081 ) Supplier relationships (150 ) (117 ) Backlog (8,400 ) — $ (39,119 ) $ (22,311 ) Net book value $ 142,940 $ 31,468 Indefinite-lived intangible assets: Trade names $ 13,455 $ 13,455 Total intangible assets at net book value $ 156,395 $ 44,923 |
Amortization Expense Over Next Five Fiscal Years | We expect to recognize amortization expense over the next five fiscal years as follows (in thousands): 2016 $ 9,620 2017 9,620 2018 9,620 2019 9,620 2020 9,327 |
SHARE-BASED COMPENSATION (Table
SHARE-BASED COMPENSATION (Tables) | 12 Months Ended |
Nov. 01, 2015 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Weighted Average Assumptions for Equity Awards Granted | The weighted average assumptions for the equity awards granted on December 15, 2014, December 16, 2013 and December 17, 2012 are as follows: December 15, 2014 December 16, December 17, Expected volatility 49.45 % 54.29 % 55.24 % Expected term (in years) 5.50 5.75 5.75 Risk-free interest rate 1.63 % 1.75 % 0.90 % |
Summary of Stock Option Transactions | The following is a summary of stock option transactions during fiscal 2015, 2014 and 2013 (in thousands, except weighted average exercise prices and weighted average remaining life): Number of Shares Weighted Average Exercise Price Weighted Average Remaining Life Aggregate Intrinsic Value Balance October 28, 2012 2,100 16.11 Granted 2 14.28 Exercised (76 ) (8.85 ) Cancelled (18 ) (111.55 ) Balance November 3, 2013 2,008 15.55 Granted 5 17.79 Cancelled (65 ) (148.82 ) Balance November 2, 2014 1,948 11.05 Granted 10 17.07 Exercised (40 ) (8.85 ) Cancelled (14 ) (175.08 ) Balance November 1, 2015 1,904 9.85 4.3 $ 2,708 Exercisable at November 1, 2015 1,797 9.83 4.3 $ 2,581 |
Additional Information Concerning Outstanding Options | The following summarizes additional information concerning outstanding options at November 1, 2015 (in thousands, except weighted average remaining life and weighted average exercise prices): Options Outstanding Number of Options Weighted Average Remaining Life Weighted Average Exercise Price 1,882 4.3 years $ 9.13 21 6.6 years 68.48 1 0.6 years 303.20 1,904 4.3 years $ 9.85 The following summarizes additional information concerning options exercisable at November 1, 2015 (in thousands, except weighted average exercise prices): Options Exercisable Number of Options Weighted Average Exercise Price 1,790 $ 9.13 6 180.88 1 303.20 1,797 $ 9.83 |
Weighted Average Assumptions for PSUs Granted | The weighted average assumptions for the PSUs granted on August 1, 2012 are as follows: August 1, 2012 Expected volatility 56.9 % Expected term (in years) 2.9 Risk-free interest rate 0.30 % Lack of marketability discount 20 % |
Restricted Stock and Performance Award Transactions | Restricted stock and performance award transactions during fiscal 2015, 2014 and 2013 were as follows (in thousands, except weighted average grant prices): Restricted Stock and Performance Awards Time-Based Performance-Based Market-Based Number of Shares Weighted Average Grant Price Number of Shares (1) Weighted Average Grant Price Number of Shares (1) Weighted Average Grant Price Balance October 28, 2012 1,720 $ 12.09 — $ — 1,028 $ 11.71 Granted 447 14.30 — — — — Vested (612 ) 9.98 — — — — Forfeited (46 ) 11.69 — — — — Balance November 3, 2013 1,509 $ 13.62 — $ — 1,028 $ 11.71 Granted 192 18.28 125 17.47 — — Vested (765 ) 13.01 — — — — Forfeited (81 ) 13.49 (8 ) 17.47 — — Balance November 2, 2014 855 $ 15.22 117 $ 17.47 1,028 $ 11.71 Granted 410 16.60 270 17.04 45 12.76 Vested (352 ) 13.11 — — (541 ) 11.71 Forfeited (85 ) 23.71 (44 ) 16.22 (492 ) 11.72 Balance November 1, 2015 828 $ 15.87 343 $ 17.19 40 $ 11.78 (1) The number of restricted stock shown reflects the shares that would be granted if the target level of performance is achieved. The number of shares actually issued may vary. |
EARNINGS (LOSS) PER COMMON SH37
EARNINGS (LOSS) PER COMMON SHARE (Tables) | 12 Months Ended |
Nov. 01, 2015 | |
Earnings Per Share [Abstract] | |
Reconciliation of Numerator and Denominator Used for Earnings (Loss) per Common Share | The reconciliation of the numerator and denominator used for the computation of basic and diluted income (loss) per common share is as follows (in thousands, except per share data): Fiscal Year Ended November 1, 2015 November 2, 2014 November 3, 2013 Numerator for Basic and Diluted Earnings (Loss) Per Common Share: Net income (loss) applicable to common shares (1) $ 17,646 $ 11,085 $ (12,885 ) Denominator for Basic and Diluted Earnings (Loss) Per Common Share: Weighted average basic number of common shares outstanding 73,271 73,079 44,761 Common stock equivalents: Employee stock options 652 729 — PSUs and Performance Share Awards — 901 — Weighted average diluted number of common shares outstanding 73,923 74,709 44,761 Basic earnings (loss) per common share $ 0.24 $ 0.15 $ (0.29 ) Diluted earnings (loss) per common share $ 0.24 $ 0.15 $ (0.29 ) (1) Net income (loss) applicable to common shares includes an allocation of earnings to participating securities. Participating securities consist of the Convertible Preferred Stock, as defined below, for the period prior to its conversion to Common Stock of the Company and the unvested restricted Common Stock related to our Incentive Plan. These participating securities do not have a contractual obligation to share in losses; therefore, no losses were allocated in fiscal 2013. The Convertible Preferred Stock was converted into shares of our Common Stock in the third quarter of fiscal 2013. The Unvested Common Stock related to our Incentive Plan was allocated earnings in fiscal 2015 and 2014. |
OTHER ACCRUED EXPENSES (Tables)
OTHER ACCRUED EXPENSES (Tables) | 12 Months Ended |
Nov. 01, 2015 | |
Payables and Accruals [Abstract] | |
Other Accrued Expenses | Other accrued expenses are comprised of the following (in thousands): November 1, 2015 November 2, 2014 Accrued warranty obligation and deferred warranty revenue $ 25,162 $ 23,685 Other accrued expenses 72,147 45,083 Total other accrued expenses $ 97,309 $ 68,768 |
WARRANTY (Tables)
WARRANTY (Tables) | 12 Months Ended |
Nov. 01, 2015 | |
Product Warranties Disclosures [Abstract] | |
Rollforward of Accrued Warranty Obligation and Deferred Warranty Revenue | The following table represents the rollforward of our accrued warranty obligation and deferred warranty revenue activity for the fiscal years ended November 1, 2015 and November 2, 2014 (in thousands): November 1, 2015 November 2, 2014 Beginning balance $ 23,685 $ 22,673 Warranties sold 2,525 3,241 Revenue recognized (2,657 ) (2,229 ) Cost incurred and other (1) 1,609 — Ending balance $ 25,162 $ 23,685 (1) Represents the preliminary fair value of accrued warranty obligations in the amount of $1.6 million assumed in the CENTRIA Acquisition. CENTRIA offers weathertightness warranties to certain customers. Weathertightness warranties are offered in various configurations for terms from five to twenty years, prorated or non-prorated and on a dollar limit or no dollar limit basis, as required by the buyer. These warranties are available only if certain conditions, some of which relate to installation, are met. |
LONG-TERM DEBT AND NOTE PAYAB40
LONG-TERM DEBT AND NOTE PAYABLE (Tables) | 12 Months Ended |
Nov. 01, 2015 | |
Debt Disclosure [Abstract] | |
Schedule Of Debt | Debt is comprised of the following (in thousands): November 1, 2015 November 2, 2014 Credit Agreement, due June 2019 (variable interest, at 4.25% on November 1, 2015 and November 2, 2014) $ 194,147 $ 235,387 8.25% senior notes, due January 2023 250,000 — Amended Asset-Based lending facility, due June 2019 (interest at 4.00% on November 1, 2015 and 4.75% on November 2, 2014) — — Current portion of long-term debt — (2,384 ) Total long-term debt, less current portion $ 444,147 $ 233,003 |
Schedule of Debt Maturity | The scheduled maturity of our debt is as follows (in thousands): 2016 $ — 2017 — 2018 — 2019 194,147 2020 and thereafter 250,000 $ 444,147 |
CD&R FUNDS (Tables)
CD&R FUNDS (Tables) | 12 Months Ended |
Nov. 01, 2015 | |
Temporary Equity Disclosure [Abstract] | |
Reconciliation of Initial Proceeds to Convertible Preferred Shares | The following is a reconciliation of the initial proceeds to the opening balance of our Convertible Preferred Shares (in thousands): Convertible Preferred Stock Initial proceeds $ 250,000 Direct transaction costs (27,730 ) Bifurcated embedded derivative liability, net of tax (641 ) Balance at October 20, 2009 221,629 (1) (1) The $28.4 million difference between the book value and the initial liquidation preference was accreted using the effective interest rate method from the execution of the contract to the milestone redemption right date or 10 years . |
Schedule of Convertible Preferred Shares and Changes in Carrying Amount | The Company’s Convertible Preferred Shares balance and changes in the carrying amount of the Convertible Preferred Stock are as follows (in thousands): Dividends and Accretion Convertible Preferred Stock Balance as of October 28, 2012 $ — $ 619,950 Conversion to common stock — (619,950 ) Balance as of November 1, 2015, November 2, 2014 and November 3, 2013 $ — $ — (1) Dividends were accrued at the 12% rate on a daily basis until the dividend declaration date. (2) The reversal of the additional 4% accrued dividends relates to the period from September 16, 2011 to December 15, 2011. |
FAIR VALUE OF FINANCIAL INSTR42
FAIR VALUE OF FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS (Tables) | 12 Months Ended |
Nov. 01, 2015 | |
Fair Value Disclosures [Abstract] | |
Fair value of financial instruments not currently recognized at fair value | The fair values of the remaining financial instruments not currently recognized at fair value on our consolidated balance sheets at the respective fiscal year ends were (in thousands): November 1, 2015 November 2, 2014 Carrying Amount Fair Value Carrying Amount Fair Value (In thousands) (In thousands) Credit agreement, due June 2019 $ 194,147 $ 193,662 $ 235,387 $ 230,091 8.25% senior notes, due January 2023 $ 250,000 $ 263,750 $ — $ — |
Schedule of fair value of assets and liabilities, by type | The following table summarizes information regarding our financial assets and liabilities that are measured at fair value on a recurring basis as of November 1, 2015, segregated by level of the valuation inputs within the fair value hierarchy utilized to measure fair value (in thousands): Level 1 Level 2 Level 3 Total Assets: Short-term investments in deferred compensation plan (1) : Money market $ 744 $ — $ — $ 744 Mutual funds – Growth 764 — — 764 Mutual funds – Blend 2,984 — — 2,984 Mutual funds – Foreign blend 724 — — 724 Mutual funds – Fixed income — 673 — 673 Total short-term investments in deferred compensation plan 5,216 673 — 5,889 Total assets $ 5,216 $ 673 $ — $ 5,889 Level 1 Level 2 Level 3 Total Liabilities: Deferred compensation plan liability $ — $ 5,164 $ — $ 5,164 Total liabilities $ — $ 5,164 $ — $ 5,164 (1) Unrealized holding gains for the fiscal year ended November 1, 2015 were insignificant. Unrealized holding gains for the fiscal years ended November 2, 2014 and November 3, 2013 were $0.2 million and $0.7 million , respectively. These unrealized holding gains are primarily offset by changes in the deferred compensation plan liability. The following table summarizes information regarding our financial assets and liabilities that are measured at fair value on a recurring basis as of November 2, 2014, segregated by level of the valuation inputs within the fair value hierarchy utilized to measure fair value (in thousands): Level 1 Level 2 Level 3 Total Assets: Short-term investments in deferred compensation plan (1) : Money market $ 731 $ — $ — $ 731 Mutual funds – Growth 791 — — 791 Mutual funds – Blend 2,743 — — 2,743 Mutual funds – Foreign blend 723 — — 723 Mutual funds – Fixed income — 561 — 561 Total short-term investments in deferred compensation plan 4,988 561 — 5,549 Total assets $ 4,988 $ 561 $ — $ 5,549 Liabilities: Deferred compensation plan liability $ — $ 6,093 $ — $ 6,093 Total liabilities $ — $ 6,093 $ — $ 6,093 |
Schedule of fair value measurements, nonrecurring | The following table summarizes information regarding our financial assets that are measured at fair value on a nonrecurring basis as of November 1, 2015, segregated by level of the valuation inputs within the fair value hierarchy utilized to measure fair value (in thousands): Level 1 Level 2 Level 3 Total Assets: Assets held for sale (1) $ — $ — $ 2,280 $ 2,280 Total assets $ — $ — $ 2,280 $ 2,280 (1) Certain assets held for sale are valued at fair value and are measured at fair value on a nonrecurring basis. Assets held for sale are reported at fair value, if, on an individual basis, the fair value of the asset is less than cost. The fair value of assets held for sale is estimated using Level 3 inputs, such as broker quotes for like-kind assets or other market indications of a potential selling value which approximates fair value. The following table summarizes information regarding our financial assets that are measured at fair value on a nonrecurring basis as of November 2, 2014, segregated by level of the valuation inputs within the fair value hierarchy utilized to measure fair value (in thousands): Level 1 Level 2 Level 3 Total Assets: Assets held for sale (1) $ — $ — $ 2,280 $ 2,280 Total assets $ — $ — $ 2,280 $ 2,280 (1) Certain assets held for sale are valued at fair value and are measured at fair value on a nonrecurring basis. Assets held for sale are reported at fair value, if, on an individual basis, the fair value of the asset is less than cost. The fair value of assets held for sale is estimated using Level 3 inputs, such as broker quotes for like-kind assets or other market indications of a potential selling value which approximates fair value. |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Nov. 01, 2015 | |
Income Tax Disclosure [Abstract] | |
Schedule of Components of Income Tax Expense (Benefit) | The income tax provision (benefit) for the fiscal years ended 2015, 2014 and 2013, consisted of the following (in thousands): Fiscal Year Ended November 1, 2015 November 2, 2014 November 3, 2013 Current: Federal $ 12,366 $ 3,919 $ (198 ) State 336 1,016 987 Foreign 1,638 516 946 Total current 14,340 5,451 1,735 Deferred: Federal (5,193 ) (198 ) (8,928 ) State 91 (319 ) (524 ) Foreign (266 ) (3,444 ) (1,137 ) Total deferred (5,368 ) (3,961 ) (10,589 ) Total provision (benefit) $ 8,972 $ 1,490 $ (8,854 ) |
Schedule Of Effective Income Tax Rate Reconciliation | The reconciliation of income tax computed at the United States federal statutory tax rate to the effective income tax rate is as follows: Fiscal Year Ended November 1, 2015 November 2, 2014 November 3, 2013 Statutory federal income tax rate 35.0 % 35.0 % 35.0 % State income taxes 1.6 % 4.6 % 1.9 % Production activities deduction (6.4 )% (3.7 )% — % Canadian valuation allowance — % (23.3 )% 1.9 % Non-deductible expenses 4.1 % 7.0 % (4.2 )% Uncertain tax position adjustment — % (2.4 )% — % Foreign tax benefit — % (4.5 )% — % Other (0.8 )% (0.9 )% 6.1 % Effective tax rate 33.5 % 11.8 % 40.7 % |
Tax Effect of Temporary Differences | The tax effects of the temporary differences for fiscal 2015 and 2014 are as follows (in thousands): As of November 1, 2015 As of November 2, 2014 Deferred tax assets: Inventory obsolescence $ 2,302 $ 1,453 Bad debt reserve 1,044 881 Accrued and deferred compensation 22,203 21,179 Accrued insurance reserves 1,464 1,481 Deferred revenue 9,811 9,410 Net operating loss and tax credit carryover 4,512 5,086 Depreciation and amortization 60 732 Pension 5,770 5,480 Other reserves 1,098 — Total deferred tax assets 48,264 45,702 Less valuation allowance (115 ) — Net deferred tax assets 48,149 45,702 Deferred tax liabilities: Depreciation and amortization (39,708 ) (43,430 ) US tax on unremitted foreign earnings (1,106 ) (969 ) Other (797 ) (75 ) Total deferred tax liabilities (41,611 ) (44,474 ) Total deferred tax asset, net $ 6,538 $ 1,228 |
Rollforward of Valuation Allowance on Deferred Tax Activity | The following table represents the rollforward of the valuation allowance on deferred taxes activity for the fiscal years ended November 1, 2015, November 2, 2014 and November 3, 2013 (in thousands): November 1, 2015 November 2, 2014 November 3, 2013 Beginning balance $ — $ 4,046 $ 4,700 (Reductions) additions 115 (4,046 ) (654 ) Ending balance $ 115 $ — $ 4,046 |
Schedule of Unrecognized Tax Benefits | The following table summarizes the activity related to the Company’s unrecognized tax benefits during fiscal 2015 and 2014 (in thousands): November 1, 2015 November 2, 2014 Unrecognized tax benefits at beginning of year $ 143 $ 443 Additions for tax positions related to prior years — 21 Reductions resulting from expiration of statute of limitations — (321 ) Unrecognized tax benefits at end of year $ 143 $ 143 |
ACCUMULATED OTHER COMPREHENSI44
ACCUMULATED OTHER COMPREHENSIVE LOSS (Tables) | 12 Months Ended |
Nov. 01, 2015 | |
Equity [Abstract] | |
Schedule of Accumulated Other Comprehensive Loss | Accumulated other comprehensive loss consists of the following (in thousands): November 1, 2015 November 2, 2014 Foreign exchange translation adjustments $ 131 $ 52 Defined benefit pension plan actuarial losses, net of tax (8,411 ) (8,791 ) Accumulated other comprehensive loss $ (8,280 ) $ (8,739 ) |
OPERATING LEASE COMMITMENTS (Ta
OPERATING LEASE COMMITMENTS (Tables) | 12 Months Ended |
Nov. 01, 2015 | |
Leases [Abstract] | |
Future Minimum Rental Payments Related to Noncancellable Operating Leases | As of November 1, 2015, future minimum rental payments related to noncancellable operating leases are as follows (in thousands): 2016 $ 9,282 2017 7,762 2018 5,190 2019 3,094 2020 2,240 Thereafter 8,457 |
STOCK REPURCHASE PROGRAM (Table
STOCK REPURCHASE PROGRAM (Tables) | 12 Months Ended |
Nov. 01, 2015 | |
Equity [Abstract] | |
Changes In Treasury Common Stock, At Cost | Changes in treasury common stock, at cost, were as follows (in thousands): Number of Shares Amount Balance, November 3, 2013 8 $ 116 Purchases 1,381 23,804 Retirements (1,150 ) (19,717 ) Balance, November 2, 2014 239 $ 4,203 Purchases 209 3,320 Retirements — — Balance, November 1, 2015 448 $ 7,523 |
EMPLOYEE BENEFIT PLANS (Tables)
EMPLOYEE BENEFIT PLANS (Tables) | 12 Months Ended |
Nov. 01, 2015 | |
Compensation and Retirement Disclosure [Abstract] | |
Schedule of Assumptions Used | Assumptions —Actuarial assumptions used to determine benefit obligations were as follows: November 1, 2015 November 2, 2014 RCC Pension Plan CENTRIA Benefit Plans OPEB Plans RCC Pension Assumed discount rate 4.20 % 4.10 % 3.75 % 4.15 % Actuarial assumptions used to determine net periodic benefit income were as follows: Fiscal 2015 Fiscal 2014 RCC Pension Plan CENTRIA Benefit Plans OPEB Plans RCC Pension Plan Assumed discount rate 4.15 % 3.85 % 3.50 % 4.50 % Expected rate of return on plan assets 6.30 % 7.75 % n/a 6.60 % Health care cost trend rate-initial n/a n/a 9.00 % n/a Health care cost trend rate-ultimate n/a n/a 5.00 % n/a |
Schedule of Change in Projected Benefit Obligation | The changes in the projected benefit obligation, plan assets and funded status, and the amounts recognized on our consolidated balance sheets were as follows (in thousands): Change in projected benefit obligation November 1, 2015 November 2, 2014 RCC Pension Plan CENTRIA Benefit Plans OPEB Plans Total Accumulated benefit obligation $ 44,407 $ 13,996 $ 7,590 $ 65,993 $ 48,711 Projected benefit obligation – beginning of fiscal year (1) $ 48,711 $ 14,427 $ 8,153 $ 71,291 $ 44,322 Interest cost 1,933 449 218 2,600 1,912 Service cost — 115 22 137 — Benefit payments (3,468 ) (552 ) (663 ) (4,683 ) (3,045 ) Actuarial (gains) losses (2,769 ) (443 ) (140 ) (3,352 ) 5,522 Projected benefit obligation – end of fiscal year $ 44,407 $ 13,996 $ 7,590 $ 65,993 $ 48,711 (1) Fair value as of January 16, 2015 for the CENTRIA Benefit and OPEB Plans |
Schedule Of Change In Plan Assets | Change in plan assets November 1, 2015 November 2, 2014 RCC Pension Plan CENTRIA Benefit Plans OPEB Plans Total RCC Pension Plan Fair value of assets – beginning of fiscal year (1) $ 36,678 $ 14,137 $ — $ 50,815 $ 37,275 Actual return on plan assets (1,377 ) 378 — (999 ) 1,005 Company contributions 1,020 480 663 2,163 1,443 Benefit payments (3,468 ) (554 ) (663 ) (4,685 ) (3,045 ) Fair value of assets – end of fiscal year $ 32,854 $ 14,441 $ — $ 47,295 $ 36,678 (1) Fair value as of January 16, 2015 for the CENTRIA Benefit and OPEB Plans |
Schedule of Funded Status | Funded status November 1, 2015 November 2, 2014 RCC Pension Plan CENTRIA Benefit Plans OPEB Plans Total RCC Pension Plan Fair value of assets $ 32,854 $ 14,441 $ — $ 47,295 $ 36,678 Benefit obligation 44,407 13,996 7,590 65,993 48,711 Funded status $ (11,553 ) $ 445 $ (7,590 ) $ (18,698 ) $ (12,033 ) Unrecognized actuarial loss (gain) 13,690 22 (140 ) 13,572 14,321 Unrecognized prior service cost (credit) (42 ) — — (42 ) (50 ) Prepaid (accrued) benefit cost $ 2,095 $ 467 $ (7,730 ) $ (5,168 ) $ 2,238 |
Schedule Of Weighted Average Assets Allocation By Assets Category | As of November 1, 2015 and November 2, 2014, the weighted-average asset allocations by asset category were as follows (in thousands): Investment Type November 1, 2015 November 2, 2014 RCC Pension Plan CENTRIA Benefit Plans RCC Pension Plan Equity securities 33 % 83 % 32 % Debt securities 42 % 17 % 44 % Master limited partnerships 6 % — % 7 % Cash and cash equivalents 6 % — % 3 % Real estate 8 % — % 8 % Other 5 % — % 6 % Total 100 % 100 % 100 % |
Schedule of Fair Value of Separate Accounts by Assets Category | The fair values of the assets at November 1, 2015 and November 2, 2014, by asset category and by levels of fair value, as further defined in “Note 15 — Fair Value of Financial Instruments and Fair Value Measurements,” were as follows (in thousands): November 1, 2015 Level 1 Level 2 Total RCC Pension Plan CENTRIA Benefit Plans RCC Pension Plan CENTRIA Benefit Plans RCC Pension Plan CENTRIA Benefit Plans Asset category: Cash $ 2,146 $ — $ — $ — $ 2,146 $ — Mutual funds: Growth funds (1) 1,689 4,350 — — $ 1,689 $ 4,350 Real estate funds (2) 2,590 — — — $ 2,590 $ — Commodity linked funds (3) 1,791 — — — $ 1,791 $ — Equity income funds (8) — 3,704 — — $ — $ 3,704 Index funds (7) — 1,914 — 43 $ — $ 1,957 International equity funds (1) — 258 — 1,662 $ — $ 1,920 Fixed income funds (6) — 1,381 — 1,129 $ — $ 2,510 Master limited partnerships (4) 2,023 — $ 2,023 $ — Government securities (5) — 7,392 $ 7,392 $ — Corporate bonds (6) — 6,082 $ 6,082 $ — Common/collective trusts (7) — 9,141 $ 9,141 $ — Total as of November 1, 2015 $ 10,239 $ 11,607 $ 22,615 $ 2,834 $ 32,854 $ 14,441 November 2, 2014 Level 1 Level 2 Total RCC Pension Plan RCC Pension Plan RCC Pension Plan Asset category: Cash $ 1,339 $ — $ 1,339 Mutual funds: Growth funds (1) 2,067 — 2,067 Real estate funds (2) 2,917 — 2,917 Commodity linked funds (3) 2,489 — 2,489 Master limited partnerships(4) 2,682 — 2,682 Government securities (5) — 9,630 9,630 Corporate bonds (6) — 6,157 6,157 Common/collective trusts (7) — 9,397 9,397 Total as of November 2, 2014 $ 11,494 $ 25,184 $ 36,678 (1) The strategy seeks long-term growth of capital. The fund currently invests in common stocks and other securities of companies in countries with developing economies and/or markets. (2) The portfolio is constructed of Real Estate Investment Trusts (“REITs”) with the potential to provide strong and consistent earnings growth. Eligible investments for the portfolio include publicly traded equity REITs, Real Estate Operating Companies, homebuilders and commercial REITs. The portfolio invests across various sectors and is geographically diverse to manage potential risk. (3) The strategy seeks to replicate a diversified basket of commodity futures consistent with the composition of the Dow Jones UBS Commodity index. The strategy is defined to be a hedge against risking inflation and from time to time will allocate a portion of the portfolio to inflation-protected securities and other fixed income securities. (4) These holdings in Master Limited Partnerships (“MLPs”) are publicly traded partnerships which are limited by the U.S. tax code to engaging in certain natural resource and energy businesses such as petroleum and natural gas extraction and transportation. The strategy of MLPs is to earn a relatively stable income from the transportation of oil, gasoline or natural gas. (5) These holdings represent fixed-income securities issued and backed by the full faith of the United States government. The strategy is designed to lengthen duration to match the duration of the pension plan liabilities. (6) These holdings represent fixed-income securities with varying maturities diversified by issuer, sector and industry. At the time of purchase, the securities must be rated investment grade. This strategy is also taken into consideration with the government bond holdings when matching duration of the liabilities. (7) The collective trusts and index funds seek long-term growth of capital and current income through index replication strategies designed to match the holdings of the S&P 400, S&P 500, S&P 600, Russell 2000, MSCI EAFE. (8) The investment seeks to provide current income and long-term growth of income and capital. The fund normally invests at least 80% of its net assets, plus any borrowings for investment purposes, in dividend-paying equity securities. |
Schedule of Net Periodic Benefit Costs (Income) | Net periodic benefit cost (income) —The components of the net periodic benefit cost (income) were as follows (in thousands): November 1, 2015 November 2, 2014 November 3, 2013 RCC Pension Plan CENTRIA Benefit Plans OPEB Plans Total RCC Pension Plan RCC Pension Plan Interest cost $ 1,933 $ 449 $ 218 $ 2,600 $ 1,912 $ 1,703 Service cost — 115 22 137 — — Expected return on assets (2,204 ) (841 ) — (3,045 ) (2,369 ) (2,172 ) Amortization of prior service cost (9 ) — — (9 ) (9 ) (9 ) Amortization of loss 1,443 — — 1,443 507 906 Net periodic benefit cost (income) $ 1,163 $ (277 ) $ 240 $ 1,126 $ 41 $ 428 |
Schedule of the Amounts in AOCI Net Not yet Recognized | The amounts in accumulated other comprehensive income that have not yet been recognized as components of net periodic benefit income are as follows (in thousands): November 1, 2015 November 2, 2014 RCC Pension Plan CENTRIA Benefit Plans OPEB Plans Total RCC Pension Plan Unrecognized actuarial loss (gain) $ 13,690 $ 22 $ (140 ) $ 13,572 $ 14,321 Unrecognized prior service cost (42 ) — — (42 ) (50 ) Total $ 13,648 $ 22 $ (140 ) $ 13,530 $ 14,271 |
Schedule of Change in Plan Assets and Benefit Obligations Recognized in OCI | The changes in plan assets and benefit obligation recognized in other comprehensive income are as follows (in thousands): November 1, 2015 November 2, 2014 November 3, 2013 RCC Pension Plan CENTRIA Benefit Plans OPEB Plans Total RCC Pension Plan RCC Pension Plan Net actuarial gain (loss) $ (812 ) $ (22 ) $ 140 (694 ) $ (6,886 ) $ 2,786 Amortization of net actuarial loss 1,443 — — 1,443 507 906 Amortization of prior service credit (9 ) — — (9 ) (9 ) (9 ) Total recognized in other comprehensive income (loss) $ 622 $ (22 ) $ 140 $ 740 $ (6,388 ) $ 3,683 |
Schedule of the Estimated Amortization for the Next Fiscal Year | The estimated amortization for the next fiscal year for amounts reclassified from accumulated other comprehensive income into the consolidated income statement is as follows (in thousands): November 1, 2015 RCC Pension Plan CENTRIA Benefit Plans OPEB Plans Amortization of prior service cost (9 ) — — Amortization of loss 1,169 — — Total estimated amortization $ 1,160 $ — $ — |
Schedule of Expected Benefit Payments | We expect the following benefit payments to be made (in thousands): Fiscal years ending RCC Pension Plan CENTRIA Benefit Plans OPEB Plans Total 2016 $ 3,163 $ 834 $ 613 $ 4,610 2017 3,242 797 716 4,755 2018 3,172 864 713 4,749 2019 3,106 883 736 4,725 2020 3,173 878 680 4,731 2021 – 2025 15,061 4,410 2,211 21,682 |
OPERATING SEGMENTS (Tables)
OPERATING SEGMENTS (Tables) | 12 Months Ended |
Nov. 01, 2015 | |
Segment Reporting [Abstract] | |
Schedule Of Segment Reporting Information, By Segment | The following table represents summary financial data attributable to these operating segments for the periods indicated (in thousands): Fiscal Year Ended November 1, 2015 November 2, 2014 November 3, 2013 Total sales: Engineered building systems $ 667,166 $ 669,843 $ 655,767 Metal components 920,845 694,858 663,094 Metal coil coating 231,732 246,582 222,064 Intersegment sales (256,050 ) (240,743 ) (232,530 ) Total net sales $ 1,563,693 $ 1,370,540 $ 1,308,395 External sales: Engineered building systems $ 647,881 $ 649,344 $ 633,653 Metal components 815,310 607,594 581,772 Metal coil coating 100,502 113,602 92,970 Total net sales $ 1,563,693 $ 1,370,540 $ 1,308,395 Operating income (loss): Engineered building systems $ 51,410 $ 32,525 $ 23,405 Metal components 50,541 33,306 36,167 Metal coil coating 19,080 23,982 24,027 Corporate (64,200 ) (64,717 ) (64,411 ) Total operating income $ 56,831 $ 25,096 $ 19,188 Unallocated other expense (30,041 ) (12,421 ) (40,927 ) Income (loss) before income taxes $ 26,790 $ 12,675 $ (21,739 ) Depreciation and amortization: Engineered building systems $ 10,224 $ 10,896 $ 11,937 Metal components 35,713 19,643 19,093 Metal coil coating 4,401 4,031 3,285 Corporate 1,054 2,382 4,960 Total depreciation and amortization expense $ 51,392 $ 36,952 $ 39,275 Fiscal Year Ended November 1, 2015 November 2, 2014 November 3, 2013 Capital expenditures: Engineered building systems $ 6,053 $ 2,569 $ 1,405 Metal components 9,145 8,646 7,417 Metal coil coating 3,279 3,935 9,350 Corporate 2,206 2,870 6,254 Total capital expenditures $ 20,683 $ 18,020 $ 24,426 Property, plant and equipment, net: Engineered building systems $ 51,196 $ 43,876 $ 30,791 Metal components 152,346 132,086 143,162 Metal coil coating 42,558 43,690 43,789 Corporate 11,792 25,062 43,176 Total property, plant and equipment, net $ 257,892 $ 244,714 $ 260,918 Total assets: Engineered building systems $ 218,646 $ 209,281 $ 199,551 Metal components 654,762 365,874 380,488 Metal coil coating 81,456 84,519 71,118 Corporate 124,865 99,009 129,106 Total assets $ 1,079,729 $ 758,683 $ 780,263 |
Schedule of Disclosure on Geographic Areas, Long-Lived Assets in Individual Foreign Countries by Country | The following table represents summary financial data attributable to various geographic regions for the periods indicated (in thousands): Fiscal Year Ended November 1, 2015 November 2, 2014 November 3, 2013 Total sales: United States of America $ 1,469,495 $ 1,258,055 $ 1,192,327 Canada 72,567 92,238 102,070 Mexico 5,686 4,417 7,378 All other 15,945 15,830 6,620 Total net sales $ 1,563,693 $ 1,370,540 $ 1,308,395 Long-lived assets: United States of America $ 562,443 $ 358,634 $ 378,814 Canada 90 134 114 China 309 — — Mexico 9,471 6,095 6,191 Total long-lived assets $ 572,313 $ 364,863 $ 385,119 |
QUARTERLY RESULTS (Unaudited) (
QUARTERLY RESULTS (Unaudited) (Tables) | 12 Months Ended |
Nov. 01, 2015 | |
Quarterly Financial Information Disclosure [Abstract] | |
Schedule of Quarterly Financial Information | Shown below are selected unaudited quarterly data (in thousands, except per share data): First Quarter Second Quarter Third Quarter Fourth Quarter FISCAL YEAR 2015 Sales $ 322,926 $ 360,147 $ 420,789 $ 459,831 Gross profit $ 72,139 $ 75,889 $ 100,687 $ 123,601 Net income (loss) $ (320 ) $ (7,488 ) $ 7,219 $ 18,407 Net income (loss) applicable to common shares $ (320 ) $ (7,488 ) $ 7,160 (3) $ 18,241 (3) Income (loss) per common share: (1)(2) Basic $ — $ (0.10 ) $ 0.10 $ 0.25 Diluted $ — $ (0.10 ) $ 0.10 $ 0.25 FISCAL YEAR 2014 Sales $ 310,666 $ 305,800 $ 361,626 $ 392,448 Gross profit $ 59,225 $ 59,597 $ 79,565 $ 93,437 Net income (loss) $ (4,258 ) $ (4,905 ) $ 6,089 $ 14,259 Net income (loss) applicable to common shares $ (4,258 ) $ (4,905 ) $ 6,039 (3) $ 14,162 (3) Income (loss) per common share: (1)(2) Basic $ (0.06 ) $ (0.07 ) $ 0.08 $ 0.19 Diluted $ (0.06 ) $ (0.07 ) $ 0.08 $ 0.19 (1) The sum of the quarterly income per share amounts may not equal the annual amount reported, as per share amounts are computed independently for each quarter and for the full year based on the respective weighted average common shares outstanding. (2) During the third and fourth quarters of fiscal 2015 and 2014, a portion of the income was allocated to “participating securities.” These participating securities are treated as a separate class in computing earnings per share (see Note 9). (3) Undistributed earnings attributable to participating securities was $0.1 million during the third quarter of fiscal 2015, $0.2 million during the fourth quarter of fiscal 2015 and $0.1 million during each of the third and fourth quarters of fiscal 2014. |
Schedule Of Quarterly Income Effects of Special Income (Expense) Items | The quarterly income (loss) before income taxes were impacted by the following special income (expense) items: First Quarter Second Quarter Third Quarter Fourth Quarter FISCAL YEAR 2015 Strategic development and acquisition related costs $ (1,729 ) $ (629 ) $ (700 ) $ (1,143 ) Restructuring and impairment charges (1,480 ) (1,465 ) (750 ) (7,611 ) Gain on legal settlements — — — 3,765 Fair value adjustment of acquired inventory (972 ) (386 ) (1,000 ) — Amortization of short-lived acquired intangibles — (2,720 ) (3,334 ) (2,346 ) Total special charges in income (loss) before income taxes $ (4,181 ) $ (5,200 ) $ (5,784 ) $ (7,335 ) FISCAL YEAR 2014 Gain on insurance recovery $ 987 $ 324 $ — $ — Secondary offering costs (704 ) (50 ) — — Foreign exchange gain (loss) (701 ) 262 (360 ) (298 ) Strategic development costs — — (1,486 ) (3,512 ) Total special charges in income (loss) before income taxes $ (418 ) $ 536 $ (1,846 ) $ (3,810 ) |
ACQUISITION (Tables)
ACQUISITION (Tables) | 12 Months Ended |
Nov. 01, 2015 | |
Business Combinations [Abstract] | |
Pro Forma Financial Information Related to Acquisition | The pro forma information does not reflect any expected synergies or expense reductions that we believe will result from the acquisition. Unaudited Pro Forma Fiscal year ended (In thousands, except per share amounts) November 1, November 2, Sales $ 1,608,179 $ 1,605,707 Net income (loss) applicable to common shares 22,266 (106 ) Income (loss) per common share Basic $ 0.31 $ — Diluted $ 0.30 $ — |
Estimated Fair Value of Assets Acquired and Liabilities Assumed | The following table summarizes the estimated fair values of the assets acquired and liabilities assumed as part of the CENTRIA Acquisition as of January 16, 2015 as determined in accordance with ASC Topic 805. The fair value of all assets acquired and liabilities assumed are preliminary and the final determination of any required acquisition method adjustments will be made upon the completion of the determination of the post-closing adjustment in the Interest Purchase Agreement and the finalization of certain contingent assets and liabilities. (In thousands) January 16, 2015 Cash $ 8,718 Current assets, excluding cash $ 74,725 Property, plant and equipment 34,127 Intangible assets 128,280 Assets acquired $ 245,850 Current liabilities $ 63,797 Other long-term liabilities 8,893 Liabilities assumed $ 72,690 Fair value of net assets acquired $ 173,160 Total consideration paid 255,841 Goodwill $ 82,681 |
Intangible Assets Acquired as Part of Business Combination | The amount allocated to intangible assets was attributed to the following categories (in thousands): Useful Lives Backlog $ 8,400 9 months Trade names 13,980 15 years Customer lists and relationships 105,900 20 years $ 128,280 |
RESTRUCTURING (Tables)
RESTRUCTURING (Tables) | 12 Months Ended |
Nov. 01, 2015 | |
Restructuring and Related Activities [Abstract] | |
Summary of restructuring plan costs and charges | The following table summarizes our restructuring plan costs and charges related to our restructuring plans during the fiscal year ended November 1, 2015 (in thousands): Costs Incurred To Date Remaining Anticipated Costs Total Anticipated Costs General severance $ 3,887 $ 739 $ 4,626 Plant closing severance 1,575 — 1,575 Asset impairment 5,844 — 5,844 Total restructuring costs $ 11,306 $ 739 $ 12,045 |
Summary of restructuring liability and cash payment | The following table summarizes our restructuring liability and cash payments made related to the restructuring plan (in thousands): General Severance Plant Closing Severance Asset Impairments Total Balance at November 2, 2014 $ — $ — $ — $ — Costs incurred 3,887 1,575 5,844 11,306 Cash payments (2,941 ) (1,575 ) — (4,516 ) Accrued severance (1) 739 — — 739 Balance at November 1, 2015 $ 1,685 $ — $ 5,844 $ 7,529 (1) During the second and fourth quarters of fiscal 2015, we entered into transition and separation agreements with certain executive officers. Each terminated executive officer is entitled to severance benefit payments issuable in two installments. The termination benefits were measured initially at the separation date based on the fair value of the liability as of the termination date, and recognized ratably over the future service period. Remaining severance costs associated with the executive officers of $0.4 million and $0.2 million will be incurred in the metal components segment and engineered building systems segment, respectively. |
NATURE OF BUSINESS AND PRINCI52
NATURE OF BUSINESS AND PRINCIPLES OF CONSOLIDATION (Details Textual) | May. 14, 2013shares | Nov. 01, 2015operating_segmentshares | Nov. 02, 2014shares | Oct. 20, 2009$ / sharesshares |
Schedule Of Nature Of Business And Principles Of Consolidation [Line Items] | ||||
Common stock, shares issued | 74,529,750 | 73,769,095 | ||
Number of operating segments | operating_segment | 3 | |||
Cdr Fund Eight [Member] | ||||
Schedule Of Nature Of Business And Principles Of Consolidation [Line Items] | ||||
Preferred stock, shares issued (in shares) | 250,000 | |||
Preferred stock, par or stated value per share (in USD per share) | $ / shares | $ 1 | |||
Voting rights percentage attributable upon conversion of convertible preferred stock | 68.40% | |||
CD And R Funds | ||||
Schedule Of Nature Of Business And Principles Of Consolidation [Line Items] | ||||
Convertible preferred stock, shares issued upon conversion (in shares) | 339,293 | |||
Common stock, shares issued | 54,136,817 | |||
Percentage of common stock | 72.40% |
SUMMARY OF SIGNIFICANT ACCOUN53
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Nov. 01, 2015 | Nov. 02, 2014 | Nov. 03, 2013 | Jan. 16, 2015 | |
Allowance for Doubtful Accounts Receivable [Roll Forward] | ||||
Beginning balance | $ 6,076 | $ 6,055 | $ 6,000 | |
Provision for (recovery of) bad debts | 110 | 256 | 1,679 | |
Amounts charged against allowance for bad debts, net of recoveries | (114) | (235) | (1,624) | |
Ending balance | 7,695 | 6,076 | 6,055 | |
Reserve of acquired company at date of acquisition | $ 1,623 | $ 0 | $ 0 | $ 1,615 |
SUMMARY OF SIGNIFICANT ACCOUN54
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details 1) - USD ($) $ in Thousands | Nov. 01, 2015 | Nov. 02, 2014 |
Accounting Policies [Abstract] | ||
Raw materials | $ 109,455 | $ 93,367 |
Work in process and finished goods | 48,373 | 38,130 |
Inventory, net | $ 157,828 | $ 131,497 |
SUMMARY OF SIGNIFICANT ACCOUN55
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details 2) - USD ($) $ in Thousands | 12 Months Ended | |||
Nov. 01, 2015 | Nov. 02, 2014 | Nov. 03, 2013 | Jan. 16, 2015 | |
Inventory Obsolescence | ||||
Beginning balance | $ 1,743 | $ 1,769 | $ 1,521 | |
Provisions | 943 | 648 | 1,161 | |
Dispositions | (552) | (674) | (913) | |
Reserve of acquired company at date of acquisition | 1,623 | 0 | 0 | $ 1,615 |
Ending balance | $ 3,749 | $ 1,743 | $ 1,769 |
SUMMARY OF SIGNIFICANT ACCOUN56
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details 3) - USD ($) $ in Thousands | Nov. 01, 2015 | Nov. 02, 2014 | Nov. 03, 2013 |
Summary Of Significant Accounting Policies [Line Items] | |||
Property, plant and equipment, gross | $ 668,676 | $ 619,446 | |
Less accumulated depreciation | (410,784) | (374,732) | |
Property, plant and equipment, net | 257,892 | 244,714 | $ 260,918 |
Land | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Property, plant and equipment, gross | 20,277 | 20,482 | |
Building and Improvements | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Property, plant and equipment, gross | 182,831 | 184,880 | |
Machinery Equipment and Furniture | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Property, plant and equipment, gross | 331,113 | 289,833 | |
Transportation Equipment | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Property, plant and equipment, gross | 4,458 | 2,943 | |
Computer Software and Equipment | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Property, plant and equipment, gross | 107,341 | 103,454 | |
Construction in Progress | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Property, plant and equipment, gross | $ 22,656 | $ 17,854 |
SUMMARY OF SIGNIFICANT ACCOUN57
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details 4) | 12 Months Ended |
Nov. 01, 2015 | |
Building Improvements | Maximum | |
Summary Of Significant Accounting Policies [Line Items] | |
Property, plant and equipment, useful life | 39 years |
Building Improvements | Minimum | |
Summary Of Significant Accounting Policies [Line Items] | |
Property, plant and equipment, useful life | 15 years |
Machinery and Equipment | Maximum | |
Summary Of Significant Accounting Policies [Line Items] | |
Property, plant and equipment, useful life | 15 years |
Machinery and Equipment | Minimum | |
Summary Of Significant Accounting Policies [Line Items] | |
Property, plant and equipment, useful life | 3 years |
Transportation Equipment | Maximum | |
Summary Of Significant Accounting Policies [Line Items] | |
Property, plant and equipment, useful life | 10 years |
Transportation Equipment | Minimum | |
Summary Of Significant Accounting Policies [Line Items] | |
Property, plant and equipment, useful life | 4 years |
Computer Software and Equipment | Maximum | |
Summary Of Significant Accounting Policies [Line Items] | |
Property, plant and equipment, useful life | 7 years |
Computer Software and Equipment | Minimum | |
Summary Of Significant Accounting Policies [Line Items] | |
Property, plant and equipment, useful life | 3 years |
SUMMARY OF SIGNIFICANT ACCOUN58
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Textual) | 1 Months Ended | 3 Months Ended | 12 Months Ended | ||||||
Dec. 31, 2013 | Nov. 02, 2014USD ($) | Aug. 03, 2014USD ($) | May. 04, 2014USD ($) | Feb. 02, 2014USD ($) | Nov. 01, 2015USD ($)warranty_typewarranty_coverage_grade | Nov. 02, 2014USD ($) | Nov. 03, 2013USD ($) | Oct. 28, 2012USD ($) | |
Summary Of Significant Accounting Policies [Line Items] | |||||||||
Restricted cash held as collateral | $ 0 | $ 682,000 | $ 0 | ||||||
Reclassification of property, pant and equipment to assets held for sale | 2,900,000 | ||||||||
Carrying value of assets held for sale | 5,690,000 | 6,261,000 | 5,690,000 | ||||||
Depreciation expense | 51,400,000 | 31,700,000 | $ 32,000,000 | ||||||
Amount of interest capitalized | 300,000 | 200,000 | 200,000 | ||||||
Construction in progress | 9,900,000 | ||||||||
Unamortized deferred financing costs | 3,300,000 | 11,100,000 | 3,300,000 | ||||||
Engineering, selling, general and administrative expenses | 286,840,000 | 257,635,000 | 252,803,000 | ||||||
Engineering Selling General And Administrative Costs In Inventory Amount Incurred | $ 3,000,000 | 3,000,000 | |||||||
Product warranty expiration period range start | 2 years | ||||||||
Product warranty expiration period range end | 20 years | ||||||||
Number of warranty types | warranty_type | 2 | ||||||||
Number of grades of coverage for each warranty type | warranty_coverage_grade | 3 | ||||||||
Number of months leak-free before Company assumes warranty responsibility | 24 months | ||||||||
Reinsurance effect on claims and benefits incurred, amount assumed | $ 300,000 | ||||||||
Workers' compensation liability | 250,000 | ||||||||
Property and auto liability insurances | 50,000 | ||||||||
Auto liability insurance | 250,000 | ||||||||
General liability insurance | 1,000,000 | ||||||||
Advertising expense | 8,600,000 | 7,600,000 | 6,600,000 | ||||||
Percentage of compensation expense paid by cash | 50.00% | ||||||||
Percentage Of Compensation Expense Paid By Stock | 50.00% | ||||||||
Foreign exchange gain (loss) | (298,000) | $ (360,000) | $ 262,000 | $ (701,000) | (2,152,000) | (1,097,000) | 65,000 | ||
Other comprehensive income (loss), foreign currency transaction and translation adjustment, net of tax | 100,000 | (400,000) | (100,000) | ||||||
Valuation allowance, amount | $ 0 | 115,000 | 0 | 4,046,000 | $ 4,700,000 | ||||
Mexico | |||||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||||
Foreign currency transaction remeasurement gain loss | (1,800,000) | (900,000) | (100,000) | ||||||
Canada | |||||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||||
Foreign exchange gain (loss) | (400,000) | (200,000) | 200,000 | ||||||
Computer Software, Intangible Asset | |||||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||||
Depreciation expense | 7,500,000 | 8,200,000 | 8,100,000 | ||||||
Construction in progress | $ 800,000 | ||||||||
Computer Software, Intangible Asset | Minimum | |||||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||||
Property, plant and equipment, useful life | 3 years | ||||||||
Computer Software, Intangible Asset | Maximum | |||||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||||
Property, plant and equipment, useful life | 7 years | ||||||||
Machinery and Equipment | |||||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||||
Construction in progress | $ 9,100,000 | ||||||||
Machinery and Equipment | Minimum | |||||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||||
Property, plant and equipment, useful life | 3 years | ||||||||
Machinery and Equipment | Maximum | |||||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||||
Property, plant and equipment, useful life | 15 years | ||||||||
Stock Awards And Stock Options | |||||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||||
Allocated share-based compensation expense | $ 9,400,000 | 10,200,000 | 14,900,000 | ||||||
Purchasing Cost | |||||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||||
Engineering, selling, general and administrative expenses | 4,600,000 | 3,800,000 | 2,600,000 | ||||||
Engineering And Drafting Cost | |||||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||||
Engineering, selling, general and administrative expenses | 46,900,000 | $ 44,900,000 | $ 43,000,000 | ||||||
Metal components | |||||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||||
Strategic development and acquisition related costs | $ 5,844,000 |
ACCOUNTING PRONOUNCEMENTS ACCOU
ACCOUNTING PRONOUNCEMENTS ACCOUNTING PRONOUNCEMENTS (Details) $ in Millions | Nov. 01, 2015USD ($) |
Accounting Standards Update 2015-03 | |
Debt Issuance Cost | $ 11 |
GAIN ON INSURANCE RECOVERY (Det
GAIN ON INSURANCE RECOVERY (Details Textual) $ in Thousands | Aug. 06, 2013 | Nov. 02, 2014USD ($) | Aug. 03, 2014USD ($) | May. 04, 2014USD ($) | Feb. 02, 2014USD ($) | Nov. 01, 2015USD ($) | Nov. 02, 2014USD ($) | Nov. 03, 2013USD ($) |
Gain On Insurance Recovery [Abstract] | ||||||||
Number of Curing Ovens | 2 | |||||||
Gain on insurance recovery | $ 0 | $ 0 | $ 324 | $ 987 | $ 0 | $ 1,311 | $ 1,023 | |
Finite-lived intangible asset, useful life | 10 years |
GOODWILL AND OTHER INTANGIBLE61
GOODWILL AND OTHER INTANGIBLE ASSETS (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Nov. 01, 2015 | Nov. 02, 2014 | |
Goodwill [Roll Forward] | ||
Balance as of November 2, 2014 and November 3, 2013 | $ 75,226 | $ 75,226 |
Additions | 82,681 | 0 |
Impairment | 0 | 0 |
Other, net | 119 | 0 |
Balance as of November 1, 2015 | 158,026 | 75,226 |
Metal coil coating | ||
Goodwill [Roll Forward] | ||
Balance as of November 2, 2014 and November 3, 2013 | 0 | 0 |
Additions | 0 | 0 |
Impairment | 0 | 0 |
Other, net | 0 | 0 |
Balance as of November 1, 2015 | 0 | 0 |
Metal components | ||
Goodwill [Roll Forward] | ||
Balance as of November 2, 2014 and November 3, 2013 | 70,026 | 70,026 |
Additions | 73,571 | 0 |
Impairment | 0 | 0 |
Other, net | 119 | 0 |
Balance as of November 1, 2015 | 143,716 | 70,026 |
Engineered Building Systems | ||
Goodwill [Roll Forward] | ||
Balance as of November 2, 2014 and November 3, 2013 | 5,200 | 5,200 |
Additions | (9,110) | 0 |
Impairment | 0 | 0 |
Other, net | 0 | 0 |
Balance as of November 1, 2015 | $ 14,310 | $ 5,200 |
GOODWILL AND OTHER INTANGIBLE62
GOODWILL AND OTHER INTANGIBLE ASSETS (Details 1) - USD ($) $ in Thousands | 12 Months Ended | |
Nov. 01, 2015 | Nov. 02, 2014 | |
Goodwill [Line Items] | ||
Amortized intangible assets: | $ 182,059 | $ 53,779 |
Accumulated amortization: | (39,119) | (22,311) |
Net book value | 142,940 | 31,468 |
Trade names | 13,455 | 13,455 |
Total intangible assets at net book value | $ 156,395 | 44,923 |
Finite-lived intangible asset, useful life | 10 years | |
Customer Lists and Relationships | ||
Goodwill [Line Items] | ||
Amortized intangible assets: | $ 136,210 | 30,310 |
Accumulated amortization: | (15,613) | (9,040) |
Non-competition agreements | ||
Goodwill [Line Items] | ||
Amortized intangible assets: | 8,132 | 8,132 |
Accumulated amortization: | (8,132) | (8,081) |
Trade names | ||
Goodwill [Line Items] | ||
Amortized intangible assets: | 29,167 | 15,187 |
Accumulated amortization: | $ (6,824) | (5,073) |
Finite-lived intangible asset, useful life | 15 years | |
Supplier Relationships | ||
Goodwill [Line Items] | ||
Amortized intangible assets: | $ 150 | 150 |
Accumulated amortization: | $ (150) | (117) |
Finite-lived intangible asset, useful life | 3 years | |
Backlog | ||
Goodwill [Line Items] | ||
Amortized intangible assets: | $ 8,400 | 0 |
Accumulated amortization: | $ (8,400) | $ 0 |
Finite-lived intangible asset, useful life | 9 months | |
Maximum | Customer Lists and Relationships | ||
Goodwill [Line Items] | ||
Finite-lived intangible asset, useful life | 20 years | |
Maximum | Non-competition agreements | ||
Goodwill [Line Items] | ||
Finite-lived intangible asset, useful life | 10 years | |
Minimum | Customer Lists and Relationships | ||
Goodwill [Line Items] | ||
Finite-lived intangible asset, useful life | 12 years | |
Minimum | Non-competition agreements | ||
Goodwill [Line Items] | ||
Finite-lived intangible asset, useful life | 5 years |
GOODWILL AND OTHER INTANGIBLE63
GOODWILL AND OTHER INTANGIBLE ASSETS (Details 2) $ in Thousands | Nov. 01, 2015USD ($) |
Goodwill and Intangible Assets Disclosure [Abstract] | |
2,016 | $ 9,620 |
2,017 | 9,620 |
2,018 | 9,620 |
2,019 | 9,327 |
2,020 | $ 9,620 |
GOODWILL AND OTHER INTANGIBLE64
GOODWILL AND OTHER INTANGIBLE ASSETS (Details Textual) $ in Thousands | 3 Months Ended | 12 Months Ended | |||
Jul. 28, 2013USD ($) | Nov. 01, 2015USD ($) | Nov. 02, 2014USD ($) | Nov. 03, 2013USD ($) | Jan. 16, 2015USD ($) | |
Goodwill [Line Items] | |||||
Goodwill | $ 158,026 | $ 75,226 | $ 75,226 | ||
Goodwill, period increase (decrease) | $ 70,000 | ||||
Number of Reporting Units | 6 | ||||
Acquired finite-lived intangible assets, weighted average useful life | 18 years 2 months 12 days | ||||
Intangible asset amortization | $ 16,903 | 4,053 | 4,053 | ||
Metal components | |||||
Goodwill [Line Items] | |||||
Goodwill | $ 143,716 | 70,026 | 70,026 | ||
Number of Reporting Units | 4 | ||||
Engineered Building Systems | |||||
Goodwill [Line Items] | |||||
Goodwill | $ 14,310 | $ 5,200 | $ 5,200 | ||
Number of Reporting Units | 2 | ||||
CENTRIA Benefit Plan | |||||
Goodwill [Line Items] | |||||
Goodwill | $ 82,681 | ||||
CENTRIA Benefit Plan | Metal Components and Engineered Building Systems | |||||
Goodwill [Line Items] | |||||
Goodwill | 82,700 | ||||
CENTRIA Benefit Plan | Metal components | |||||
Goodwill [Line Items] | |||||
Goodwill | 73,600 | ||||
CENTRIA Benefit Plan | Engineered Building Systems | |||||
Goodwill [Line Items] | |||||
Goodwill | $ 9,100 |
SHARE-BASED COMPENSATION (Detai
SHARE-BASED COMPENSATION (Details Textual) - USD ($) $ / shares in Units, $ in Thousands | Dec. 15, 2017 | Dec. 15, 2016 | Jul. 15, 2015 | Aug. 01, 2012 | Aug. 01, 2012 | Jul. 31, 2015 | Dec. 31, 2013 | Nov. 01, 2015 | Nov. 02, 2014 | Nov. 03, 2013 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Common shares effective date of incentive plan | 10 years | |||||||||
Award termination period after termination of employment or service | 30 days | |||||||||
Award termination period after death | 1 year | |||||||||
Award termination period after disability or retirement | 5 years | |||||||||
Award service period | 3 years | |||||||||
Pre-tax share-based compensation cost | $ 9,400 | $ 10,200 | $ 14,900 | |||||||
Share-based compensation included in engineering, selling, general, and administrative expense | 9,379 | 10,168 | 14,900 | |||||||
Tax benefit recognized in results for operations for share-based compensation arrangements | 3,700 | 3,900 | 5,700 | |||||||
Cash received from option exercises | $ 400 | $ 700 | ||||||||
Stock options exercised (in shares) | 40,000 | 76,000 | ||||||||
Tax benefit from option exercises | $ 200 | |||||||||
Stock options granted (in shares) | 10,543 | 5,058 | 2,101 | |||||||
Average grant-date fair value of options (in dollars per share) | $ 7.91 | $ 9.09 | $ 7.22 | |||||||
Performance stock unit awards, fair value | $ 2,200 | |||||||||
Performance stock unit awards (in shares) | 10,000 | 5,000 | 2,000 | |||||||
Performance stock unit awards, actual payout, percent | 52.675% | |||||||||
Performance stock unit awards, actual payout, units | 541,240 | |||||||||
Performance stock unit awards, actual payout, shares issued, net of tax | 281,842 | |||||||||
Performance stock unit awards, actual payout, shares withheld for taxes | 114,541 | |||||||||
Share-based Payment Award, Equity Instruments Other than Options, Vested in Period, Deferred | 144,857 | |||||||||
Share-base compensation arrangement description | In December 2013, we granted long-term incentive Performance Share Awards with performance conditions that will be paid 50% in cash and 50% in stock. | the TSR achieved during the performance period, with no shares being issued if the 20-day average common share trading price is at or below $10 per share at the end of the performance period; the target number of shares (1,027,500) being issued if the 20-day average share price is $20 per share at the end of the performance period; the maximum number of shares (3,082,500) being issued if the 20-day average share price is $30 per share at the end of the performance period. (5) Unless there is a Qualifying Termination (as defined in the Performance Share Award Agreement), the PSUs of an executive will be forfeited upon an executive’s termination of employment during the performance period. | ||||||||
Forfeiture rate | 0.00% | |||||||||
Holding period subsequent to vesting | 18 months | |||||||||
Percentage of performance share awards paid in cash | 50.00% | |||||||||
Percentage of performance share awards paid in stock | 50.00% | |||||||||
Number of employees impacted by Modification | 82 | |||||||||
Number of shares available for grant | 3,082,500 | |||||||||
Share-based Compensation Arrangement by Share-based payment Award, Performance Period | 20 days | |||||||||
2014 Executive Awards | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Fair value of PSUs granted | $ 1,500 | |||||||||
Total cash award granted | 1,700 | |||||||||
Selling, General and Administrative Expenses | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Share-based compensation included in engineering, selling, general, and administrative expense | $ 8,300 | $ 8,900 | $ 14,200 | |||||||
Officer | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Forfeiture rate | 0.00% | 0.00% | 0.00% | |||||||
Non Officer | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Forfeiture rate | 7.50% | 7.50% | 10.00% | |||||||
Employee stock options | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Award termination period for incentive stock options | 1 year | |||||||||
Award vesting period | 4 years | |||||||||
PSUs and Performance Share Awards | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Award vesting period | 3 years | 3 years | ||||||||
Award service period | 3 years | |||||||||
Performance stock unit awards, fair value | $ 12,000 | |||||||||
Performance stock unit awards (in shares) | 1,027,500 | 1,027,500 | ||||||||
PSUs and Performance Share Awards | 2014 Executive Awards | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Allocation percent of awards by value, of the long-term incentive awards plan | 60.00% | |||||||||
Performance metric, cumulative free cash flow, percent | 40.00% | |||||||||
Performance metric, cumulative earnings per share, percent | 40.00% | |||||||||
Performance metric, total shareholder return, percent | 20.00% | |||||||||
Maximum percentage of targeted number of shares | 200.00% | |||||||||
Incentive Plan | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Shares, issued | 4,254,000 | 2,538,000 | ||||||||
Performance Based Award | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Award vesting period | 3 years | |||||||||
Unrecognized compensation cost related to stock option share-based compensation arrangements | $ 3,600 | $ 4,200 | ||||||||
Weighted-average remaining period of recognition of unrecognized compensation cost | 1 year 9 months 12 days | 1 year 2 months 12 days | ||||||||
Percentage of award that is time-based and performance-based | 50.00% | |||||||||
Time-based restricted stock awards, fair value | 270,000 | 125,000 | 0 | |||||||
Number of shares available for grant | 0 | |||||||||
Performance Based Award | 2014 Executive Awards | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Fair value of PSUs granted | $ 3,600 | |||||||||
Time Based Award | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Award vesting period | 4 years | |||||||||
Percentage of award that is time-based and performance-based | 50.00% | |||||||||
Time-based restricted stock awards, fair value | 410,000 | 192,000 | 447,000 | |||||||
Restricted Stock | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Unrecognized compensation cost related to stock option share-based compensation arrangements | $ 7,300 | $ 7,700 | ||||||||
Weighted-average remaining period of recognition of unrecognized compensation cost | 2 years 1 month 6 days | 2 years 6 months 18 days | ||||||||
Fair value of PSUs granted | $ 6,800 | $ 3,500 | $ 6,400 | |||||||
Time-based restricted stock awards, fair value | 409,782 | 192,005 | 446,566 | |||||||
Restricted Stock | 2014 Executive Awards | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Allocation percent of awards by value, of the long-term incentive awards plan | 40.00% | |||||||||
Market Based Award | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Award vesting period | 3 years | |||||||||
Time-based restricted stock awards, fair value | 45,000 | 0 | 0 | |||||||
December 15, 2016 | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Closing price per share (in dollars per share) | $ 10 | |||||||||
December 15, 2016 | Restricted Stock | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Percentage of award that is time-based and performance-based | 66.67% | |||||||||
December 15, 2017 | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Closing price per share (in dollars per share) | $ 20 | |||||||||
December 15, 2017 | Restricted Stock | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Percentage of award that is time-based and performance-based | 33.33% | |||||||||
End of Performance Period | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Closing price per share (in dollars per share) | $ 30 | |||||||||
Employee stock options | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Unrecognized compensation cost related to stock option share-based compensation arrangements | $ 100 | $ 300 | ||||||||
Weighted-average remaining period of recognition of unrecognized compensation cost | 1 year 10 months 24 days | 1 year 4 months 24 days | ||||||||
Scenario, Forecast | PSUs and Performance Share Awards | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Percentage of award that is time-based and performance-based | 50.00% | 50.00% |
SHARE-BASED COMPENSATION (Det66
SHARE-BASED COMPENSATION (Details) | Dec. 15, 2011 | Dec. 16, 2013 | Dec. 17, 2012 |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |||
Expected volatility | 55.24% | 49.45% | 54.29% |
Expected term (in years) | 5 years 9 months | 5 years 6 months | 5 years 9 months |
Risk-free interest rate | 0.90% | 1.63% | 1.75% |
SHARE-BASED COMPENSATION (Det67
SHARE-BASED COMPENSATION (Details 1) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 12 Months Ended | ||
Nov. 01, 2015 | Nov. 02, 2014 | Nov. 03, 2013 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] | |||
Beginning balance, number of shares | 1,948 | 2,008 | 2,100 |
Granted, number shares | 10 | 5 | 2 |
Exercised, number of shares | (40) | (76) | |
Cancelled, number of shares | (14) | (65) | (18) |
Ending balance, number of shares | 1,904 | 1,948 | 2,008 |
Exercisable, number of shares | 1,797 | ||
Beginning balance, weighted-average exercise price (in dollars per share) | $ 11.05 | $ 15.55 | $ 16.11 |
Granted, weighted-average exercise price (in dollars per share) | 17.07 | 17.79 | 14.28 |
Exercised, weighted-average exercise price (in dollars per share) | (8.85) | (8.85) | |
Cancelled, weighted-average exercise price (in dollars per share) | (175.08) | (148.82) | (111.55) |
Ending balance, weighted-average exercise price (in dollars per share) | 9.85 | $ 11.05 | $ 15.55 |
Exercise, weighted-average exercise price (in dollars per share) | $ 9.83 | ||
Weighted average remaining life (in years) | 4 years 3 months 18 days | ||
Exercisable, weighted average remaining life (in years) | 4 years 3 months 18 days | ||
Balance, aggregate intrinsic value | $ 2,708 | ||
Exercisable, aggregate intrinsic value | $ 2,581 |
SHARE-BASED COMPENSATION (Det68
SHARE-BASED COMPENSATION (Details 2) - $ / shares shares in Thousands | 12 Months Ended | |||
Nov. 01, 2015 | Nov. 02, 2014 | Nov. 03, 2013 | Oct. 28, 2012 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Options outstanding, number of options | 1,904 | 1,948 | 2,008 | 2,100 |
Options outstanding, weighted average remaining life (in years) | 4 years 3 months 18 days | |||
Options outstanding, weighted average exercise price (in dollars per share) | $ 9.85 | $ 11.05 | $ 15.55 | $ 16.11 |
Options exercisable, number of options | 1,797 | |||
Options exercisable, weighted average exercise price (in dollars per share) | $ 9.83 | |||
Stock Option 1 | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Options outstanding, number of options | 1,882 | |||
Options outstanding, weighted average remaining life (in years) | 4 years 3 months 18 days | |||
Options outstanding, weighted average exercise price (in dollars per share) | $ 9.13 | |||
Options exercisable, number of options | 1,790 | |||
Options exercisable, weighted average exercise price (in dollars per share) | $ 9.13 | |||
Stock Option 2 | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Options outstanding, number of options | 21 | |||
Options outstanding, weighted average remaining life (in years) | 6 years 7 months 6 days | |||
Options outstanding, weighted average exercise price (in dollars per share) | $ 68.48 | |||
Options exercisable, number of options | 6 | |||
Options exercisable, weighted average exercise price (in dollars per share) | $ 180.88 | |||
Stock Option 3 | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Options outstanding, number of options | 1 | |||
Options outstanding, weighted average remaining life (in years) | 7 months 6 days | |||
Options outstanding, weighted average exercise price (in dollars per share) | $ 303.20 | |||
Options exercisable, number of options | 1 | |||
Options exercisable, weighted average exercise price (in dollars per share) | $ 303.20 |
SHARE-BASED COMPENSATION (Det69
SHARE-BASED COMPENSATION (Details 3) | Aug. 01, 2012 | Dec. 15, 2011 | Dec. 16, 2013 | Dec. 17, 2012 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Expected volatility | 55.24% | 49.45% | 54.29% | |
Expected term (in years) | 5 years 9 months | 5 years 6 months | 5 years 9 months | |
Risk-free interest rate | 0.90% | 1.63% | 1.75% | |
Phantom Share Units (PSUs) | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Expected volatility | 56.90% | |||
Expected term (in years) | 2 years 11 months 1 day | |||
Risk-free interest rate | 0.30% | |||
Lack of marketability discount | 20.00% |
SHARE-BASED COMPENSATION (Det70
SHARE-BASED COMPENSATION (Details 4) - $ / shares shares in Thousands | 12 Months Ended | ||
Nov. 01, 2015 | Nov. 02, 2014 | Nov. 03, 2013 | |
Time Based Award | |||
Share-based Compensation Arrangement by Share-based Payment Award, Non-Option Equity Instruments, Outstanding [Roll Forward] | |||
Number of shares, beginning balance | 855 | 1,509 | 1,720 |
Number of shares, granted | 410 | 192 | 447 |
Number of shares, vested | (352) | (765) | (612) |
Number of shares, forfeited | (85) | (81) | (46) |
Number of shares, ending balance | 828 | 855 | 1,509 |
Weighted average grant price, beginning balance (in dollars per share) | $ 15.22 | $ 13.62 | $ 12.09 |
Weighted average grant price, granted (in dollars per share) | 16.60 | 18.28 | 14.30 |
Weighted average grant price, vested (in dollars per share) | 13.11 | 13.01 | 9.98 |
Weighted average grant price, forfeited (in dollars per share) | 23.71 | 13.49 | 11.69 |
Weighted average grant price, ending balance (in dollars per share) | $ 15.87 | $ 15.22 | $ 13.62 |
Performance Based Award | |||
Share-based Compensation Arrangement by Share-based Payment Award, Non-Option Equity Instruments, Outstanding [Roll Forward] | |||
Number of shares, beginning balance | 117 | 0 | 0 |
Number of shares, granted | 270 | 125 | 0 |
Number of shares, vested | 0 | 0 | 0 |
Number of shares, forfeited | (44) | (8) | 0 |
Number of shares, ending balance | 343 | 117 | 0 |
Weighted average grant price, beginning balance (in dollars per share) | $ 17.47 | $ 0 | $ 0 |
Weighted average grant price, granted (in dollars per share) | 17.04 | 17.47 | 0 |
Weighted average grant price, vested (in dollars per share) | 0 | 0 | 0 |
Weighted average grant price, forfeited (in dollars per share) | 16.22 | 17.47 | 0 |
Weighted average grant price, ending balance (in dollars per share) | $ 17.19 | $ 17.47 | $ 0 |
Market Based Award | |||
Share-based Compensation Arrangement by Share-based Payment Award, Non-Option Equity Instruments, Outstanding [Roll Forward] | |||
Number of shares, beginning balance | 1,028 | 1,028 | 1,028 |
Number of shares, granted | 45 | 0 | 0 |
Number of shares, vested | (541) | 0 | 0 |
Number of shares, forfeited | (492) | 0 | 0 |
Number of shares, ending balance | 40 | 1,028 | 1,028 |
Weighted average grant price, beginning balance (in dollars per share) | $ 11.71 | $ 11.71 | $ 11.71 |
Weighted average grant price, granted (in dollars per share) | 12.76 | 0 | 0 |
Weighted average grant price, vested (in dollars per share) | 11.71 | 0 | 0 |
Weighted average grant price, forfeited (in dollars per share) | 11.72 | 0 | 0 |
Weighted average grant price, ending balance (in dollars per share) | $ 11.78 | $ 11.71 | $ 11.71 |
EARNINGS (LOSS) PER COMMON SH71
EARNINGS (LOSS) PER COMMON SHARE (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Nov. 01, 2015 | Aug. 02, 2015 | May. 03, 2015 | Feb. 01, 2015 | Nov. 02, 2014 | Aug. 03, 2014 | May. 04, 2014 | Feb. 02, 2014 | Nov. 01, 2015 | Nov. 02, 2014 | Nov. 03, 2013 | |
Numerator for Basic and Diluted Earnings (Loss) Per Common Share: | |||||||||||
Net income (loss) applicable to common shares | $ 18,241 | $ 7,160 | $ (7,488) | $ (320) | $ 14,162 | $ 6,039 | $ (4,905) | $ (4,258) | $ 17,646 | $ 11,085 | $ (12,885) |
Weighted average number of common shares outstanding: | |||||||||||
Weighted average basic number of common shares outstanding (in shares) | 73,271 | 73,079 | 44,761 | ||||||||
Common stock equivalents: | |||||||||||
Weighted average diluted number of common shares outstanding | 73,923 | 74,709 | 44,761 | ||||||||
Basic earnings (loss) per common share (in USD per share) | $ 0.25 | $ 0.10 | $ (0.10) | $ 0 | $ 0.19 | $ 0.08 | $ (0.07) | $ (0.06) | $ 0.24 | $ 0.15 | $ (0.29) |
Diluted earnings (loss) per common share (in USD per share) | $ 0.25 | $ 0.10 | $ (0.10) | $ 0 | $ 0.19 | $ 0.08 | $ (0.07) | $ (0.06) | $ 0.24 | $ 0.15 | $ (0.29) |
PSUs and Performance Share Awards | |||||||||||
Common stock equivalents: | |||||||||||
Weighted average number diluted shares outstanding adjustment (in shares) | 0 | 901 | 0 | ||||||||
Employee stock options | |||||||||||
Common stock equivalents: | |||||||||||
Weighted average number diluted shares outstanding adjustment (in shares) | 652 | 729 | 0 |
EARNINGS (LOSS) PER COMMON SH72
EARNINGS (LOSS) PER COMMON SHARE (Details Textual) - shares | May. 14, 2013 | Dec. 31, 2013 | Feb. 02, 2014 | Nov. 01, 2015 | Nov. 02, 2014 |
Schedule Of Earning Loss Per Common Share [Line Items] | |||||
Common stock, shares issued (in shares) | 74,529,750 | 73,769,095 | |||
Equity Option | |||||
Schedule Of Earning Loss Per Common Share [Line Items] | |||||
Antidilutive securities excluded from computation of earnings per share, amount (in shares) | 20,458 | 145,140 | |||
CD And R Funds | |||||
Schedule Of Earning Loss Per Common Share [Line Items] | |||||
Conversion of preferred stock, shares converted | 339,293 | ||||
Common stock, shares issued (in shares) | 54,136,817 | ||||
Performance Share Awards | |||||
Schedule Of Earning Loss Per Common Share [Line Items] | |||||
Antidilutive securities excluded from computation of earnings per share, amount (in shares) | 98,840 | 57,332 | |||
Award vesting period | 3 years | 3 years | |||
Phantom Share Units (PSUs) | |||||
Schedule Of Earning Loss Per Common Share [Line Items] | |||||
Antidilutive securities excluded from computation of earnings per share, amount (in shares) | 45,172 |
OTHER ACCRUED EXPENSES (Details
OTHER ACCRUED EXPENSES (Details) - USD ($) $ in Thousands | Nov. 01, 2015 | Nov. 02, 2014 | Nov. 03, 2013 |
Payables and Accruals [Abstract] | |||
Accrued warranty obligation and deferred warranty revenue | $ 25,162 | $ 23,685 | $ 22,673 |
Other accrued expenses | 72,147 | 45,083 | |
Total other accrued expenses | $ 97,309 | $ 68,768 |
WARRANTY (Details)
WARRANTY (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Nov. 01, 2015 | Nov. 02, 2014 | |
Movement in Standard and Extended Product Warranty, Increase (Decrease) [Roll Forward] | ||
Beginning balance | $ 23,685 | $ 22,673 |
Warranties sold | 2,525 | 3,241 |
Revenue recognized | (2,657) | (2,229) |
Product Warranty Accrual Warranties Acquired | 1,609 | 0 |
Ending balance | $ 25,162 | $ 23,685 |
WARRANTY (Details Textual)
WARRANTY (Details Textual) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended | ||
Aug. 02, 2015 | Nov. 01, 2015 | Nov. 02, 2014 | Nov. 03, 2013 | |
Warranty [Line Items] | ||||
Fair value of accrued warranty obligations and related adjustments | $ 25,162 | $ 23,685 | $ 22,673 | |
Extended product warranty description | Weathertightness warranties are offered in various configurations for terms from five to twenty years, prorated or non-prorated and on a dollar limit or no dollar limit basis, as required by the buyer. | |||
Minimum | ||||
Warranty [Line Items] | ||||
Product warranty period | 5 years | |||
Maximum | ||||
Warranty [Line Items] | ||||
Product warranty period | 20 years | |||
Metl Span | ||||
Warranty [Line Items] | ||||
Fair value of accrued warranty obligations and related adjustments | $ 1,600 |
LONG-TERM DEBT AND NOTE PAYAB76
LONG-TERM DEBT AND NOTE PAYABLE (Details) - USD ($) $ in Thousands | Nov. 01, 2015 | Nov. 02, 2014 |
Debt Instrument [Line Items] | ||
Long term debt, carrying amount | $ 444,147 | |
Current portion of long-term debt | 0 | $ (2,384) |
Total long-term debt, less current portion | 444,147 | 233,003 |
Credit Agreement, due June 2019 (variable interest, at 4.25% on November 1, 2015 and November 2, 2014) | ||
Debt Instrument [Line Items] | ||
Long term debt, carrying amount | 194,147 | 235,387 |
8.25% senior notes, due January 2023 | ||
Debt Instrument [Line Items] | ||
Long term debt, carrying amount | 250,000 | 0 |
Amended Asset-Based lending facility, due June 2019 (interest at 4.00% on November 1, 2015 and 4.75% on November 2, 2014) | ||
Debt Instrument [Line Items] | ||
Long term debt, carrying amount | $ 0 | $ 0 |
LONG-TERM DEBT AND NOTE PAYAB77
LONG-TERM DEBT AND NOTE PAYABLE (Details 1) $ in Thousands | Nov. 01, 2015USD ($) |
Debt Disclosure [Abstract] | |
2,016 | $ 0 |
2,017 | 0 |
2,018 | 0 |
2,019 | 194,147 |
2020 and thereafter | 250,000 |
Long-term debt, net | $ 444,147 |
LONG-TERM DEBT AND NOTE PAYAB78
LONG-TERM DEBT AND NOTE PAYABLE (Details Textual) | Jan. 16, 2015USD ($) | Jun. 24, 2014 | Aug. 02, 2015USD ($) | Jan. 14, 2022 | Jan. 14, 2021 | Jan. 14, 2020 | Jan. 14, 2019 | Nov. 01, 2015USD ($) | Nov. 02, 2014USD ($) | Nov. 03, 2013USD ($) | Jun. 22, 2012USD ($) | May. 02, 2012USD ($) |
Line of Credit Facility [Line Items] | ||||||||||||
Debt extinguishment charge recognized after amendment of credit agreement | $ 21,500,000 | |||||||||||
Outstanding initial term loan | $ 238,000,000 | |||||||||||
Extended maturity date for outstanding initial term loan | Jun. 24, 2019 | |||||||||||
Debt instrument stated rate | 4.25% | |||||||||||
Adjusted LIBOR base rate | 1.00% | |||||||||||
Borrowing margin percentage | 3.25% | |||||||||||
Alternate base rate percentage | 2.25% | |||||||||||
Overdue additional interest rate percentage | 2.00% | |||||||||||
Unamortized discount on Credit Agreement, net | $ 12,500,000 | |||||||||||
Consolidated total net debt to EBITDA leverage ratio | 3.54 | 3.46 | ||||||||||
Unamortized deferred financing cost | $ 11,100,000 | $ 3,300,000 | ||||||||||
Notes payable | $ 500,000 | $ 400,000 | ||||||||||
Debt instrument, interest rate, effective percentage | 4.25% | 4.25% | ||||||||||
Letter of Credit | ||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||
Line of credit facility, maximum borrowing capacity | $ 30,000,000 | |||||||||||
Credit Agreement | ||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||
Debt extinguishment charge recognized after amendment of credit agreement | $ 21,500,000 | |||||||||||
Outstanding initial term loan | $ 238,000,000 | |||||||||||
Debt instrument stated rate | 4.25% | |||||||||||
Term loan credit facility, aggregate principal amount | $ 250,000,000 | |||||||||||
Term loan issuance percentage under credit agreement | 95.00% | |||||||||||
Percentage above basis | 2.00% | |||||||||||
Debt Instrument, Quarterly Debt Amortization, Percent of Aggregate Principal Amount | 1.00% | |||||||||||
Swingline | ||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||
Line of credit facility, maximum borrowing capacity | $ 10,000,000 | |||||||||||
Senior Notes | ||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||
Redemption percentage of principal | 108.25% | |||||||||||
Debt issuance cost | $ 9,200,000 | |||||||||||
Debt issuance cost amortization period | 8 years | |||||||||||
Abl Facility | ||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||
Line of credit facility, maximum borrowing capacity | 150,000,000 | |||||||||||
Line of credit facility, amount outstanding | 8,700,000 | 8,100,000 | $ 150,000,000 | |||||||||
Increase in letter of credit | $ 30,000,000 | |||||||||||
Line of credit facility, remaining borrowing capacity | 131,000,000 | 135,400,000 | ||||||||||
Minimum borrowing capacity | $ 19,700,000 | $ 20,300,000 | ||||||||||
Line of credit facility, interest rate at period end | 4.00% | 4.75% | ||||||||||
Tranche B Term Loans | Long-term Debt | ||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||
Extended maturity date for outstanding initial term loan | Jun. 24, 2019 | |||||||||||
Percentage of premium payable for repricing transaction | 1.00% | |||||||||||
Debt instrument, interest rate, effective percentage | 4.25% | 4.25% | ||||||||||
Maximum | Senior Notes | ||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||
Debt Instrument, Redemption Price, Percentage of Principal Amount Redeemed | 40.00% | |||||||||||
Maximum | Tranche B Term Loans | Credit Agreement | Long-term Debt | ||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||
Percentage of annual excess cash flow | 50.00% | |||||||||||
Minimum | Abl Facility | ||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||
Amended net debt to EBITDA leverage ratio | 1 | |||||||||||
Minimum | Tranche B Term Loans | Credit Agreement | Long-term Debt | ||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||
Percentage of annual excess cash flow | 0.00% | |||||||||||
8.25% senior notes, due January 2023 | ||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||
Debt instrument stated rate | 8.25% | |||||||||||
Debt amount issued | $ 250,000,000 | |||||||||||
Debt issuance cost | $ 9,200,000 | |||||||||||
Prior to January 15, 2018 | Senior Notes | ||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||
Redemption percentage of principal | 100.00% | |||||||||||
Scenario, Forecast | Senior Notes | ||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||
Redemption percentage of principal | 100.00% | 102.063% | 104.125% | 106.188% | ||||||||
Base Rate | ||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||
Basis spread on variable rate | 0.50% | |||||||||||
Base Rate | Maximum | ||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||
Line of credit facility, interest rate at period end | 1.25% | |||||||||||
Base Rate | Minimum | ||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||
Line of credit facility, interest rate at period end | 0.75% | |||||||||||
London Interbank Offered Rate (LIBOR) | Maximum | ||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||
Line of credit facility, interest rate at period end | 2.25% | |||||||||||
London Interbank Offered Rate (LIBOR) | Minimum | ||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||
Line of credit facility, interest rate at period end | 1.75% |
CD&R FUNDS (Details Textual)
CD&R FUNDS (Details Textual) - USD ($) | Jan. 15, 2014 | Jan. 15, 2014 | Jan. 06, 2014 | May. 08, 2012 | Mar. 15, 2012 | Dec. 15, 2011 | Oct. 20, 2009 | Oct. 19, 2009 | Aug. 14, 2009 | Oct. 30, 2009 | May. 18, 2012 | Aug. 03, 2014 | Jul. 28, 2013 | Dec. 15, 2011 | Nov. 01, 2015 | Nov. 02, 2014 | Nov. 03, 2013 | Oct. 28, 2012 | May. 14, 2013 |
Schedule Of Cumulative Convertible Preferred Stock [Line Items] | |||||||||||||||||||
Preferred stock, dividend rate, percentage | 8.00% | 12.00% | |||||||||||||||||
Liquidation preference | $ 1,000 | ||||||||||||||||||
Common stock, shares issued (in shares) | 74,529,750 | 73,769,095 | |||||||||||||||||
Stock issued during period, value, new issues | $ 800,000 | ||||||||||||||||||
Difference between book value and initial liquidation preference | $ 28,400,000 | ||||||||||||||||||
Liquidation redemption period | 10 years | ||||||||||||||||||
Preferred stock dividend accrual percentage | 12.00% | ||||||||||||||||||
Excess dividend payment percentage | 4.00% | ||||||||||||||||||
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 | |||||||||||||||||
Increase (decrease) in fair value of preferred stock | $ 620,000,000 | ||||||||||||||||||
Fair value assumptions, expected volatility rate | 49.10% | ||||||||||||||||||
Fair value assumptions, risk free interest rate | 1.34% | ||||||||||||||||||
Fair value assumptions, expected dividend rate | 7.50% | ||||||||||||||||||
Share price (in dollars per share) | $ 11.29 | ||||||||||||||||||
Additional paid in capital | $ 0 | ||||||||||||||||||
Adjustments to additiona paid in capital, increase in carrying amount of redeemable preferred stock | 222,900,000 | ||||||||||||||||||
Increase in accumulated deficit, fair value of preferred stock | 106,700,000 | ||||||||||||||||||
Debt instrument, convertible, beneficial conversion feature | 282,100,000 | $ 11,900,000 | |||||||||||||||||
Convertible preferred stock issuance cost | 48,800,000 | ||||||||||||||||||
Temporary equity, accretion of dividends | 1,400,000 | ||||||||||||||||||
Dividends | $ 15,000,000 | ||||||||||||||||||
Knock-out provision, period after closing date | 30 months | ||||||||||||||||||
Common stock share price threshold (in dollars per share) | $ 12.75 | ||||||||||||||||||
Percentage of initial conversion price | 200.00% | ||||||||||||||||||
Conversion price of convertible preferred stock (in dollars per share) | $ 6.374 | ||||||||||||||||||
Consecutive trading days | 20 days | ||||||||||||||||||
Underwriter | |||||||||||||||||||
Schedule Of Cumulative Convertible Preferred Stock [Line Items] | |||||||||||||||||||
Common stock issued during period (in shares) | 9,775,000 | ||||||||||||||||||
Stock issued during period, value, new issues | $ 167,600,000 | ||||||||||||||||||
Series B Preferred Stock | |||||||||||||||||||
Schedule Of Cumulative Convertible Preferred Stock [Line Items] | |||||||||||||||||||
Increase in equity due to conversion of convertible preferred stock | $ 620,000,000 | ||||||||||||||||||
Convertible Preferred Stock | |||||||||||||||||||
Schedule Of Cumulative Convertible Preferred Stock [Line Items] | |||||||||||||||||||
Increase (decrease) in book value of convertible preferred stock | $ 290,300,000 | ||||||||||||||||||
Unpaid Dividends | |||||||||||||||||||
Schedule Of Cumulative Convertible Preferred Stock [Line Items] | |||||||||||||||||||
Preferred stock, dividend rate, percentage | 8.00% | ||||||||||||||||||
Cd and R Fund Eight | |||||||||||||||||||
Schedule Of Cumulative Convertible Preferred Stock [Line Items] | |||||||||||||||||||
Investment agreement aggregate purchase price | $ 250,000,000 | ||||||||||||||||||
Transaction costs, preferred stock | 14,500,000 | ||||||||||||||||||
Deal fee, preferred stock | $ 8,250,000 | ||||||||||||||||||
Preferred stock, shares issued (in shares) | 250,000 | ||||||||||||||||||
Convertible preferred stock shares issuable upon conversion (in shares) | 39,200,000 | ||||||||||||||||||
Voting rights percentage attributable upon conversion of convertible preferred stock | 68.40% | ||||||||||||||||||
Cd and R Fund | |||||||||||||||||||
Schedule Of Cumulative Convertible Preferred Stock [Line Items] | |||||||||||||||||||
Preferred stock, shares issued (in shares) | 37,834 | ||||||||||||||||||
Liquidation preference | $ 31,400,000 | ||||||||||||||||||
Accrued dividends on preferred stock issued | $ 6,500,000 | ||||||||||||||||||
Preferred stock, accreted value, percentage | 10.00% | ||||||||||||||||||
Preferred stock, accreted value | $ 313,700,000 | ||||||||||||||||||
Aggregate value of preference stock and liquidation preference and accrued dividend issued | $ 345,000,000 | ||||||||||||||||||
Convertible preferred stock, shares issued upon conversion (in shares) | 339,293 | ||||||||||||||||||
Common stock, shares issued (in shares) | 54,136,817 | ||||||||||||||||||
Voting percentage | 72.40% | ||||||||||||||||||
Convertible preferred stock, dividends (in shares) | 8,924.762 | 5,833.491 | |||||||||||||||||
Common stock issued during period (in shares) | 8,500,000 | ||||||||||||||||||
Par value of common stock issued (in dollars per share) | $ 18 | $ 18 | |||||||||||||||||
Additional number of common shares issued (in shares) | 1,275,000 | 1,275,000 | |||||||||||||||||
Percentage of voting interest transferred | 58.40% | 58.80% | |||||||||||||||||
Stock repurchased during period (in shares) | 1,150,000 | ||||||||||||||||||
Stock repurchased during period, value | $ 19,700,000 | ||||||||||||||||||
Common stock, par value (in dollars per share) | $ 6.3740 | ||||||||||||||||||
Closing price per share (in dollars per share) | $ 12.55 | ||||||||||||||||||
Beneficial conversion feature, intrinsic value | $ 241,400,000 | ||||||||||||||||||
Cd and R Fund | Convertible Preferred Stock | |||||||||||||||||||
Schedule Of Cumulative Convertible Preferred Stock [Line Items] | |||||||||||||||||||
Preferred stock, shares issued (in shares) | 250,000 | ||||||||||||||||||
Management | Cd and R Fund | |||||||||||||||||||
Schedule Of Cumulative Convertible Preferred Stock [Line Items] | |||||||||||||||||||
Common stock issued during period (in shares) | 0 | ||||||||||||||||||
Scenario, Plan | |||||||||||||||||||
Schedule Of Cumulative Convertible Preferred Stock [Line Items] | |||||||||||||||||||
Preferred stock, dividend rate, percentage | 0.00% |
CD&R FUNDS (Details)
CD&R FUNDS (Details) - Convertible Preferred Stock $ in Thousands | Oct. 20, 2009USD ($) |
Schedule Of Cumulative Convertible Preferred Stock [Line Items] | |
Initial proceeds | $ 250,000 |
Direct transaction costs | (27,730) |
Bifurcated embedded derivative liability, net of tax | (641) |
Balance at October 20, 2009 | $ 221,629 |
CD&R FUNDS (Details 1)
CD&R FUNDS (Details 1) - USD ($) | 12 Months Ended | |
Nov. 01, 2015 | Nov. 02, 2014 | |
Dividends and Accretion | ||
Cumulative Convertible Preferred Stock [Roll Forward] | ||
Balance as of October 28, 2012 | $ 0 | |
Conversion to common stock | 0 | |
Balance as of November 1, 2015, November 2, 2014 and November 3, 2013 | 0 | $ 0 |
Convertible Preferred Stock | ||
Cumulative Convertible Preferred Stock [Roll Forward] | ||
Balance as of October 28, 2012 | $ 0 | 619,950,000 |
Conversion to common stock | (619,950,000) | |
Balance as of November 1, 2015, November 2, 2014 and November 3, 2013 | $ 0 |
RELATED PARTIES (Details Textua
RELATED PARTIES (Details Textual) $ in Thousands | 12 Months Ended |
Nov. 01, 2015USD ($) | |
Related Party Transaction [Line Items] | |
Related party transaction, rate | 68.40% |
CD&R Inc | |
Related Party Transaction [Line Items] | |
Related party transaction, amounts of transaction | $ 8,250 |
FAIR VALUE OF FINANCIAL INSTR83
FAIR VALUE OF FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS (Details) - USD ($) $ in Thousands | Nov. 01, 2015 | Nov. 02, 2014 |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Long term debt, carrying amount | $ 444,147 | |
Credit Agreement, due June 2019 (variable interest, at 4.25% on November 1, 2015 and November 2, 2014) | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Long term debt, carrying amount | 194,147 | $ 235,387 |
Long-term debt, fair value | 193,662 | 230,091 |
8.25% senior notes, due January 2023 | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Long term debt, carrying amount | 250,000 | 0 |
Long-term debt, fair value | $ 263,750 | $ 0 |
FAIR VALUE OF FINANCIAL INSTR84
FAIR VALUE OF FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS (Details 1) - USD ($) $ in Thousands | Nov. 01, 2015 | Nov. 02, 2014 |
Assets: | ||
Assets, Fair Value Disclosure, Recurring | $ 5,889 | $ 5,549 |
Liabilities: | ||
Liabilities, Fair Value Disclosure, Recurring | 5,164 | 6,093 |
Level 1 | ||
Assets: | ||
Assets, Fair Value Disclosure, Recurring | 5,216 | 4,988 |
Liabilities: | ||
Liabilities, Fair Value Disclosure, Recurring | 0 | 0 |
Level 2 | ||
Assets: | ||
Assets, Fair Value Disclosure, Recurring | 673 | 561 |
Liabilities: | ||
Liabilities, Fair Value Disclosure, Recurring | 5,164 | 6,093 |
Level 3 | ||
Assets: | ||
Assets, Fair Value Disclosure, Recurring | 0 | 0 |
Liabilities: | ||
Liabilities, Fair Value Disclosure, Recurring | 0 | 0 |
Deferred compensation plan liability | ||
Liabilities: | ||
Liabilities, Fair Value Disclosure, Recurring | 5,164 | 6,093 |
Deferred compensation plan liability | Level 1 | ||
Liabilities: | ||
Liabilities, Fair Value Disclosure, Recurring | 0 | 0 |
Deferred compensation plan liability | Level 2 | ||
Liabilities: | ||
Liabilities, Fair Value Disclosure, Recurring | 5,164 | 6,093 |
Deferred compensation plan liability | Level 3 | ||
Liabilities: | ||
Liabilities, Fair Value Disclosure, Recurring | 0 | 0 |
Total short-term investments in deferred compensation plan | ||
Assets: | ||
Assets, Fair Value Disclosure, Recurring | 5,889 | 5,549 |
Total short-term investments in deferred compensation plan | Level 1 | ||
Assets: | ||
Assets, Fair Value Disclosure, Recurring | 5,216 | 4,988 |
Total short-term investments in deferred compensation plan | Level 2 | ||
Assets: | ||
Assets, Fair Value Disclosure, Recurring | 673 | 561 |
Total short-term investments in deferred compensation plan | Level 3 | ||
Assets: | ||
Assets, Fair Value Disclosure, Recurring | 0 | 0 |
Money market | ||
Assets: | ||
Assets, Fair Value Disclosure, Recurring | 744 | 731 |
Money market | Level 1 | ||
Assets: | ||
Assets, Fair Value Disclosure, Recurring | 744 | 731 |
Money market | Level 2 | ||
Assets: | ||
Assets, Fair Value Disclosure, Recurring | 0 | 0 |
Money market | Level 3 | ||
Assets: | ||
Assets, Fair Value Disclosure, Recurring | 0 | 0 |
Mutual funds – Growth | ||
Assets: | ||
Assets, Fair Value Disclosure, Recurring | 764 | 791 |
Mutual funds – Growth | Level 1 | ||
Assets: | ||
Assets, Fair Value Disclosure, Recurring | 764 | 791 |
Mutual funds – Growth | Level 2 | ||
Assets: | ||
Assets, Fair Value Disclosure, Recurring | 0 | 0 |
Mutual funds – Growth | Level 3 | ||
Assets: | ||
Assets, Fair Value Disclosure, Recurring | 0 | 0 |
Mutual funds – Blend | ||
Assets: | ||
Assets, Fair Value Disclosure, Recurring | 2,984 | 2,743 |
Mutual funds – Blend | Level 1 | ||
Assets: | ||
Assets, Fair Value Disclosure, Recurring | 2,984 | 2,743 |
Mutual funds – Blend | Level 2 | ||
Assets: | ||
Assets, Fair Value Disclosure, Recurring | 0 | 0 |
Mutual funds – Blend | Level 3 | ||
Assets: | ||
Assets, Fair Value Disclosure, Recurring | 0 | 0 |
Mutual funds – Foreign blend | ||
Assets: | ||
Assets, Fair Value Disclosure, Recurring | 724 | 723 |
Mutual funds – Foreign blend | Level 1 | ||
Assets: | ||
Assets, Fair Value Disclosure, Recurring | 724 | 723 |
Mutual funds – Foreign blend | Level 2 | ||
Assets: | ||
Assets, Fair Value Disclosure, Recurring | 0 | 0 |
Mutual funds – Foreign blend | Level 3 | ||
Assets: | ||
Assets, Fair Value Disclosure, Recurring | 0 | 0 |
Mutual funds – Fixed income | ||
Assets: | ||
Assets, Fair Value Disclosure, Recurring | 673 | 561 |
Mutual funds – Fixed income | Level 1 | ||
Assets: | ||
Assets, Fair Value Disclosure, Recurring | 0 | 0 |
Mutual funds – Fixed income | Level 2 | ||
Assets: | ||
Assets, Fair Value Disclosure, Recurring | 673 | 561 |
Mutual funds – Fixed income | Level 3 | ||
Assets: | ||
Assets, Fair Value Disclosure, Recurring | $ 0 | $ 0 |
FAIR VALUE OF FINANCIAL INSTR85
FAIR VALUE OF FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS (Details Textual) - USD ($) $ in Millions | 12 Months Ended | |
Nov. 01, 2015 | Nov. 02, 2014 | |
Fair Value Disclosures [Abstract] | ||
Unrealized holding gain (loss) | $ 0.7 | $ 0.2 |
FAIR VALUE OF FINANCIAL INSTR86
FAIR VALUE OF FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS (Details 2) - USD ($) $ in Thousands | Nov. 01, 2015 | Nov. 02, 2014 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets, fair value disclosure, nonrecurring | $ 2,280 | $ 2,280 |
Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets, fair value disclosure, nonrecurring | 0 | 0 |
Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets, fair value disclosure, nonrecurring | 0 | 0 |
Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets, fair value disclosure, nonrecurring | 2,280 | 2,280 |
Assets held for sale | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets, fair value disclosure, nonrecurring | 2,280 | 2,280 |
Assets held for sale | Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets, fair value disclosure, nonrecurring | 0 | 0 |
Assets held for sale | Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets, fair value disclosure, nonrecurring | 0 | 0 |
Assets held for sale | Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets, fair value disclosure, nonrecurring | $ 2,280 | $ 2,280 |
INCOME TAXES (Details)
INCOME TAXES (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Nov. 01, 2015 | Nov. 02, 2014 | Nov. 03, 2013 | |
Current: | |||
Federal | $ 12,366 | $ 3,919 | $ (198) |
State | 336 | 1,016 | 987 |
Foreign | 1,638 | 516 | 946 |
Total current | 14,340 | 5,451 | 1,735 |
Deferred: | |||
Federal | (5,193) | (198) | (8,928) |
State | 91 | (319) | (524) |
Foreign | (266) | (3,444) | (1,137) |
Total deferred | (5,368) | (3,961) | (10,589) |
Total provision (benefit) | $ 8,972 | $ 1,490 | $ (8,854) |
INCOME TAXES (Details 1)
INCOME TAXES (Details 1) | 12 Months Ended | ||
Nov. 01, 2015 | Nov. 02, 2014 | Nov. 03, 2013 | |
Income Tax Disclosure [Abstract] | |||
Statutory federal income tax rate | 35.00% | 35.00% | 35.00% |
State income taxes | 1.60% | 4.60% | 1.90% |
Production activities deduction | (6.40%) | (3.70%) | (0.00%) |
Canadian valuation allowance | (0.00%) | (23.30%) | 1.90% |
Non-deductible expenses | 4.10% | 7.00% | (4.20%) |
Uncertain tax position adjustment | 0.00% | (2.40%) | 0.00% |
Foreign tax benefit | 0.00% | (4.50%) | 0.00% |
Other | (0.80%) | (0.90%) | 6.10% |
Effective tax rate | 33.50% | 11.80% | 40.70% |
INCOME TAXES (Details 2)
INCOME TAXES (Details 2) - USD ($) $ in Thousands | Nov. 01, 2015 | Nov. 02, 2014 | Nov. 03, 2013 | Oct. 28, 2012 |
Deferred tax assets: | ||||
Inventory obsolescence | $ 2,302 | $ 1,453 | ||
Bad debt reserve | 1,044 | 881 | ||
Accrued and deferred compensation | 22,203 | 21,179 | ||
Accrued insurance reserves | 1,464 | 1,481 | ||
Deferred revenue | 9,811 | 9,410 | ||
Net operating loss and tax credit carryover | 4,512 | 5,086 | ||
Depreciation and amortization | 60 | 732 | ||
Pension | 5,770 | 5,480 | ||
Other reserves | 1,098 | 0 | ||
Total deferred tax assets | 48,264 | 45,702 | ||
Less valuation allowance | (115) | 0 | $ (4,046) | $ (4,700) |
Net deferred tax assets | 48,149 | 45,702 | ||
Deferred tax liabilities: | ||||
Depreciation and amortization | (39,708) | (43,430) | ||
US tax on unremitted foreign earnings | (1,106) | (969) | ||
Other | (797) | (75) | ||
Total deferred tax liabilities | (41,611) | (44,474) | ||
Total deferred tax asset, net | $ 6,538 | $ 1,228 |
INCOME TAXES (Details Textual)
INCOME TAXES (Details Textual) - USD ($) $ in Millions | 12 Months Ended | |
Nov. 01, 2015 | Nov. 02, 2014 | |
Schedule Of Income Tax [Line Items] | ||
Expected rate of return on plan assets | 6.60% | |
Deferred tax assets, tax credit carryforwards, total | $ 4.5 | |
Deferred tax assets, operating loss carryforwards, domestic | $ 1.1 | |
Operating loss carryforwards expiration period 1 | 2,026 | |
Operating loss carryforwards foreign | $ 10.6 | |
Tax credit carryforward, deferred tax asset | 2.8 | |
Unrecognized Tax Benefits that Would Impact Effective Tax Rate | $ (0.1) | $ (0.1) |
Minimum | State and Local Jurisdiction | ||
Schedule Of Income Tax [Line Items] | ||
Operating Loss Carryforward Expiration Period | 1 year | |
Maximum | State and Local Jurisdiction | ||
Schedule Of Income Tax [Line Items] | ||
Operating Loss Carryforward Expiration Period | 19 years | |
CENTRIA Benefit Plan | ||
Schedule Of Income Tax [Line Items] | ||
Expected rate of return on plan assets | 7.75% |
INCOME TAXES (Details 3)
INCOME TAXES (Details 3) - USD ($) $ in Thousands | 12 Months Ended | ||
Nov. 01, 2015 | Nov. 02, 2014 | Nov. 03, 2013 | |
Movement in Valuation Allowances and Reserves [Roll Forward] | |||
Beginning balance | $ 0 | $ 4,046 | $ 4,700 |
(Reductions) additions | 115 | (4,046) | (654) |
Ending balance | $ 115 | $ 0 | $ 4,046 |
INCOME TAXES (Details 4)
INCOME TAXES (Details 4) - USD ($) $ in Thousands | 12 Months Ended | |
Nov. 01, 2015 | Nov. 02, 2014 | |
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward] | ||
Unrecognized tax benefits at beginning of year | $ 143 | $ 443 |
Additions for tax positions related to prior years | 0 | 21 |
Reductions resulting from expiration of statute of limitations | 0 | (321) |
Unrecognized tax benefits at end of year | $ 143 | $ 143 |
ACCUMULATED OTHER COMPREHENSI93
ACCUMULATED OTHER COMPREHENSIVE LOSS (Details) - USD ($) $ in Thousands | Nov. 01, 2015 | Nov. 02, 2014 |
Equity [Abstract] | ||
Foreign exchange translation adjustments | $ 131 | $ 52 |
Defined benefit pension plan actuarial losses, net of tax | (8,411) | (8,791) |
Accumulated other comprehensive loss | $ (8,280) | $ (8,739) |
SUPPLEMENTARY CASH FLOW INFORMA
SUPPLEMENTARY CASH FLOW INFORMATION (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Nov. 01, 2015 | Nov. 02, 2014 | Nov. 03, 2013 | |
Supplementary Cashflow Information [Line Items] | |||
Interest paid, net of amounts capitalized | $ 22,210 | $ 11,508 | $ 16,410 |
SUPPLEMENTARY CASH FLOW INFOR95
SUPPLEMENTARY CASH FLOW INFORMATION (Details Textual) - USD ($) $ in Millions | 12 Months Ended | ||
Oct. 28, 2012 | Nov. 01, 2015 | Nov. 02, 2014 | |
Supplementary Cashflow Information [Line Items] | |||
Dividends | $ 15 | ||
Common stock, shares issued (in shares) | 74,529,750 | 73,769,095 |
OPERATING LEASE COMMITMENTS (De
OPERATING LEASE COMMITMENTS (Details) $ in Thousands | Nov. 01, 2015USD ($) |
Leases [Abstract] | |
2,016 | $ 9,282 |
2,017 | 7,762 |
2,018 | 5,190 |
2,019 | 3,094 |
2,020 | 2,240 |
Thereafter | $ 8,457 |
OPERATING LEASE COMMITMENTS (97
OPERATING LEASE COMMITMENTS (Details Textual) - USD ($) $ in Millions | 12 Months Ended | ||
Nov. 01, 2015 | Nov. 02, 2014 | Nov. 03, 2013 | |
Leases [Abstract] | |||
Operating leases, rent expenses, net | $ 15.2 | $ 11.6 | $ 11.5 |
STOCK REPURCHASE PROGRAM (Detai
STOCK REPURCHASE PROGRAM (Details Textual) shares in Millions | Nov. 01, 2015shares |
Equity [Abstract] | |
Stock Repurchase Program, Remaining Number of Shares Authorized to be Repurchased | 0.1 |
STOCK REPURCHASE PROGRAM (Det99
STOCK REPURCHASE PROGRAM (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Nov. 01, 2015 | Nov. 02, 2014 | Nov. 03, 2013 | |
Change in Treasury Stock [Roll Forward] | |||
Balance | $ 4,203 | ||
Balance ( in Shares) | 238,800 | ||
Purchases | $ 3,320 | $ 23,804 | $ 2,462 |
Retirements | 0 | 0 | |
Balance | $ 7,523 | $ 4,203 | |
Balance (in Shares) | 47,426 | 238,800 | |
Treasury Stock | |||
Change in Treasury Stock [Roll Forward] | |||
Balance | $ 4,203 | $ 116 | |
Balance ( in Shares) | 239,000 | 8,000 | |
Purchases | $ 3,320 | $ 23,804 | $ 2,445 |
purchases (in shares) | 208,626 | 1,381,277 | 175,044 |
Retirements | $ 0 | $ 19,717 | $ 2,355 |
Retirements (in shares) | 0 | (1,150,000) | (170,487) |
Balance | $ 7,523 | $ 4,203 | $ 116 |
Balance (in Shares) | 448,000 | 239,000 | 8,000 |
EMPLOYEE BENEFIT PLANS (Details
EMPLOYEE BENEFIT PLANS (Details Textual) - USD ($) $ in Thousands | 12 Months Ended | 36 Months Ended | 48 Months Ended | 60 Months Ended | 72 Months Ended | 144 Months Ended | ||
Nov. 01, 2015 | Nov. 02, 2014 | Nov. 03, 2013 | Nov. 02, 2018 | Nov. 02, 2022 | Nov. 03, 2027 | Nov. 02, 2033 | Nov. 02, 2045 | |
Defined Benefit Plan Disclosure [Line Items] | ||||||||
Percentage Of Employee Contribution | 6.00% | |||||||
Matching Contributions Percentage Minimum | 50.00% | |||||||
Matching Contributions Percentage Maximum | 100.00% | |||||||
Defer Percentage To Officers And Key Employees Salary | 80.00% | |||||||
Defer Percentage To Officers And Key Employees Bonus | 90.00% | |||||||
Defer Percentage To Directors | 100.00% | |||||||
Deferred Compensation Arrangement with Individual, Requisite Service Period | 3 years | |||||||
Deferred Compensation Liability, Current and Noncurrent | $ 5,200 | $ 6,100 | ||||||
Deferred Compensation Plan Assets | 5,900 | $ 5,500 | ||||||
Expected rate of return on plan assets | 6.60% | |||||||
Defined Benefit Plan, Funded Status of Plan, Total | 18,698 | $ 12,000 | ||||||
Unrecognized actuarial loss | $ (400) | 3,900 | ||||||
Market Related Value Of Assets, Percentage | 10.00% | |||||||
Multiemployer Plans, Minimum Contribution | $ 300 | |||||||
Multiemployer Plans, Withdrawal Obligation | $ 700 | |||||||
RCC Pension Plan | ||||||||
Defined Benefit Plan Disclosure [Line Items] | ||||||||
Expected rate of return on plan assets | 6.30% | |||||||
Defined Benefit Plan, Funded Status of Plan, Total | $ 11,553 | 12,033 | ||||||
Defined Benefit Plan, Expected Future Benefit Payments, Next Rolling Twelve Months | $ 1,100 | |||||||
CENTRIA Benefit Plan | ||||||||
Defined Benefit Plan Disclosure [Line Items] | ||||||||
Defined benefit plan, maximum annual contributions per retiree, percent | 25.00% | |||||||
Expected rate of return on plan assets | 7.75% | |||||||
Defined Benefit Plan, Funded Status of Plan, Total | $ (445) | |||||||
Defined Benefit Plan, Expected Future Benefit Payments, Next Rolling Twelve Months | $ 600 | |||||||
US Bonds | RCC Pension Plan | ||||||||
Defined Benefit Plan Disclosure [Line Items] | ||||||||
Defined Benefit Plan, Target Plan Asset Allocations | 45.00% | |||||||
Large Cap Us Equities | RCC Pension Plan | ||||||||
Defined Benefit Plan Disclosure [Line Items] | ||||||||
Defined Benefit Plan, Target Plan Asset Allocations | 13.00% | |||||||
Foreign Equity | RCC Pension Plan | ||||||||
Defined Benefit Plan Disclosure [Line Items] | ||||||||
Defined Benefit Plan, Target Plan Asset Allocations | 9.00% | |||||||
Master limited partnerships | RCC Pension Plan | ||||||||
Defined Benefit Plan Disclosure [Line Items] | ||||||||
Defined Benefit Plan, Target Plan Asset Allocations | 8.00% | |||||||
Commodity Futures | RCC Pension Plan | ||||||||
Defined Benefit Plan Disclosure [Line Items] | ||||||||
Defined Benefit Plan, Target Plan Asset Allocations | 8.00% | |||||||
Real Estate Investment Trusts | RCC Pension Plan | ||||||||
Defined Benefit Plan Disclosure [Line Items] | ||||||||
Defined Benefit Plan, Target Plan Asset Allocations | 7.00% | |||||||
Emerging Market | RCC Pension Plan | ||||||||
Defined Benefit Plan Disclosure [Line Items] | ||||||||
Defined Benefit Plan, Target Plan Asset Allocations | 6.00% | |||||||
Small Cap Us Equities | RCC Pension Plan | ||||||||
Defined Benefit Plan Disclosure [Line Items] | ||||||||
Defined Benefit Plan, Target Plan Asset Allocations | 4.00% | |||||||
Savings Plan | ||||||||
Defined Benefit Plan Disclosure [Line Items] | ||||||||
Allocated Share-based Compensation Expense, Net of Tax | $ 5,100 | $ 4,000 | $ 3,900 | |||||
Scenario, Forecast | ||||||||
Defined Benefit Plan Disclosure [Line Items] | ||||||||
Health care cost trend rate | 9.00% | 8.00% | 7.00% | 6.00% | 5.00% | |||
Minimum | Equity securities | CENTRIA Benefit Plan | ||||||||
Defined Benefit Plan Disclosure [Line Items] | ||||||||
Defined Benefit Plan, Target Plan Asset Allocations | 50.00% | |||||||
Minimum | Fixed Income | CENTRIA Benefit Plan | ||||||||
Defined Benefit Plan Disclosure [Line Items] | ||||||||
Defined Benefit Plan, Target Plan Asset Allocations | 5.00% | |||||||
Maximum | Equity securities | CENTRIA Benefit Plan | ||||||||
Defined Benefit Plan Disclosure [Line Items] | ||||||||
Defined Benefit Plan, Target Plan Asset Allocations | 95.00% | |||||||
Maximum | Fixed Income | CENTRIA Benefit Plan | ||||||||
Defined Benefit Plan Disclosure [Line Items] | ||||||||
Defined Benefit Plan, Target Plan Asset Allocations | 50.00% |
EMPLOYEE BENEFIT PLANS (Deta101
EMPLOYEE BENEFIT PLANS (Details 1) | Nov. 01, 2015 | Nov. 02, 2014 |
RCC Pension Plan | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Assumed discount rate | 4.20% | 4.15% |
CENTRIA Benefit Plan | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Assumed discount rate | 4.10% | |
OPEB Plans | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Assumed discount rate | 3.75% |
EMPLOYEE BENEFIT PLANS (Deta102
EMPLOYEE BENEFIT PLANS (Details 2) | 12 Months Ended | 36 Months Ended | 48 Months Ended | 60 Months Ended | 72 Months Ended | 144 Months Ended | |
Nov. 01, 2015 | Nov. 02, 2014 | Nov. 02, 2018 | Nov. 02, 2022 | Nov. 03, 2027 | Nov. 02, 2033 | Nov. 02, 2045 | |
Defined Benefit Plan Disclosure [Line Items] | |||||||
Assumed discount rate | 4.50% | ||||||
Expected rate of return on plan assets | 6.60% | ||||||
Defined Benefit Plan, Health Care Cost Trend Rate Assumed for Next Fiscal Year | 9.00% | ||||||
RCC Pension Plan | |||||||
Defined Benefit Plan Disclosure [Line Items] | |||||||
Assumed discount rate | 4.15% | ||||||
Expected rate of return on plan assets | 6.30% | ||||||
CENTRIA Benefit Plan | |||||||
Defined Benefit Plan Disclosure [Line Items] | |||||||
Assumed discount rate | 3.85% | ||||||
Expected rate of return on plan assets | 7.75% | ||||||
OPEB Plans | |||||||
Defined Benefit Plan Disclosure [Line Items] | |||||||
Assumed discount rate | 3.50% | ||||||
Scenario, Forecast | |||||||
Defined Benefit Plan Disclosure [Line Items] | |||||||
Health care cost trend rate | 9.00% | 8.00% | 7.00% | 6.00% | 5.00% |
EMPLOYEE BENEFIT PLANS (Deta103
EMPLOYEE BENEFIT PLANS (Details 3) - USD ($) $ in Thousands | 12 Months Ended | ||
Nov. 01, 2015 | Nov. 02, 2014 | Nov. 03, 2013 | |
Defined Benefit Plan, Change in Benefit Obligation [Roll Forward] | |||
Accumulated benefit obligation | $ 65,993 | ||
Projected benefit obligation – beginning of fiscal year | 71,291 | ||
Interest cost | 2,600 | ||
Service cost | 137 | ||
Benefit payments | (4,685) | ||
Benefit payments | (4,683) | ||
Actuarial (gains) losses | (3,352) | ||
Projected benefit obligation – end of fiscal year | 65,993 | $ 71,291 | |
RCC Pension Plan | |||
Defined Benefit Plan, Change in Benefit Obligation [Roll Forward] | |||
Accumulated benefit obligation | 44,407 | 48,711 | |
Projected benefit obligation – beginning of fiscal year | 48,711 | 44,322 | |
Interest cost | 1,933 | 1,912 | $ 1,703 |
Service cost | 0 | 0 | |
Benefit payments | (3,468) | (3,045) | |
Actuarial (gains) losses | (2,769) | 5,522 | |
Projected benefit obligation – end of fiscal year | 44,407 | 48,711 | $ 44,322 |
CENTRIA Benefit Plan | |||
Defined Benefit Plan, Change in Benefit Obligation [Roll Forward] | |||
Accumulated benefit obligation | 13,996 | ||
Projected benefit obligation – beginning of fiscal year | 14,427 | ||
Interest cost | 449 | ||
Service cost | 115 | ||
Benefit payments | (554) | ||
Benefit payments | (552) | ||
Actuarial (gains) losses | (443) | ||
Projected benefit obligation – end of fiscal year | 13,996 | 14,427 | |
OPEB Plans | |||
Defined Benefit Plan, Change in Benefit Obligation [Roll Forward] | |||
Accumulated benefit obligation | 7,590 | ||
Projected benefit obligation – beginning of fiscal year | 8,153 | ||
Interest cost | 218 | ||
Service cost | 22 | ||
Benefit payments | (663) | ||
Actuarial (gains) losses | (140) | ||
Projected benefit obligation – end of fiscal year | $ 7,590 | $ 8,153 |
EMPLOYEE BENEFIT PLANS (Deta104
EMPLOYEE BENEFIT PLANS (Details 4) - USD ($) $ in Thousands | 12 Months Ended | |
Nov. 01, 2015 | Nov. 02, 2014 | |
Defined Benefit Plan, Change in Benefit Obligation [Roll Forward] | ||
Fair value of assets – beginning of fiscal year | $ 50,815 | |
Actual return on plan assets | (999) | |
Company contributions | 2,163 | |
Benefit payments | (4,685) | |
Fair value of assets – end of fiscal year | 47,295 | $ 50,815 |
RCC Pension Plan | ||
Defined Benefit Plan, Change in Benefit Obligation [Roll Forward] | ||
Fair value of assets – beginning of fiscal year | 36,678 | 37,275 |
Actual return on plan assets | (1,377) | 1,005 |
Company contributions | 1,020 | 1,443 |
Benefit payments | (3,468) | (3,045) |
Fair value of assets – end of fiscal year | 32,854 | 36,678 |
CENTRIA Benefit Plan | ||
Defined Benefit Plan, Change in Benefit Obligation [Roll Forward] | ||
Fair value of assets – beginning of fiscal year | 14,137 | |
Actual return on plan assets | 378 | |
Company contributions | 480 | |
Benefit payments | (554) | |
Fair value of assets – end of fiscal year | 14,441 | 14,137 |
OPEB Plans | ||
Defined Benefit Plan, Change in Benefit Obligation [Roll Forward] | ||
Fair value of assets – beginning of fiscal year | 0 | |
Actual return on plan assets | 0 | |
Company contributions | 663 | |
Benefit payments | (663) | |
Fair value of assets – end of fiscal year | $ 0 | $ 0 |
EMPLOYEE BENEFIT PLANS (Deta105
EMPLOYEE BENEFIT PLANS (Details 5) - USD ($) $ in Thousands | 12 Months Ended | ||
Nov. 01, 2015 | Nov. 02, 2014 | Nov. 03, 2013 | |
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of assets | $ 47,295 | $ 50,815 | |
Benefit obligation | 65,993 | 71,291 | |
Funded status | (18,698) | (12,000) | |
Unrecognized actuarial loss (gain) | 13,572 | ||
Unrecognized prior service cost (credit) | (42) | ||
Prepaid (Accrued) Benefit Cost | (5,168) | ||
RCC Pension Plan | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of assets | 32,854 | 36,678 | $ 37,275 |
Benefit obligation | 44,407 | 48,711 | $ 44,322 |
Funded status | (11,553) | (12,033) | |
Unrecognized actuarial loss (gain) | 13,690 | 14,321 | |
Unrecognized prior service cost (credit) | (42) | (50) | |
Prepaid (Accrued) Benefit Cost | 2,095 | 2,238 | |
CENTRIA Benefit Plan | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of assets | 14,441 | 14,137 | |
Benefit obligation | 13,996 | 14,427 | |
Funded status | 445 | ||
Unrecognized actuarial loss (gain) | 22 | ||
Unrecognized prior service cost (credit) | 0 | ||
Prepaid (Accrued) Benefit Cost | 467 | ||
OPEB Plans | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of assets | 0 | 0 | |
Benefit obligation | 7,590 | $ 8,153 | |
Funded status | (7,590) | ||
Unrecognized actuarial loss (gain) | (140) | ||
Unrecognized prior service cost (credit) | 0 | ||
Prepaid (Accrued) Benefit Cost | $ (7,730) |
EMPLOYEE BENEFIT PLANS (Deta106
EMPLOYEE BENEFIT PLANS (Details 6) | Nov. 01, 2015 | Nov. 02, 2014 |
RCC Pension Plan | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Defined Benefit Plan, Actual Plan Asset Allocations | 100.00% | 100.00% |
RCC Pension Plan | Equity securities | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Defined Benefit Plan, Actual Plan Asset Allocations | 33.00% | 32.00% |
RCC Pension Plan | Debt securities | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Defined Benefit Plan, Actual Plan Asset Allocations | 42.00% | 44.00% |
RCC Pension Plan | Master limited partnerships | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Defined Benefit Plan, Actual Plan Asset Allocations | 6.00% | 7.00% |
RCC Pension Plan | Cash and cash equivalents | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Defined Benefit Plan, Actual Plan Asset Allocations | 6.00% | 3.00% |
RCC Pension Plan | Real estate | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Defined Benefit Plan, Actual Plan Asset Allocations | 8.00% | 8.00% |
RCC Pension Plan | Other | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Defined Benefit Plan, Actual Plan Asset Allocations | 5.00% | 6.00% |
CENTRIA Benefit Plan | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Defined Benefit Plan, Actual Plan Asset Allocations | 100.00% | |
CENTRIA Benefit Plan | Equity securities | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Defined Benefit Plan, Actual Plan Asset Allocations | 83.00% | |
CENTRIA Benefit Plan | Debt securities | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Defined Benefit Plan, Actual Plan Asset Allocations | 17.00% | |
CENTRIA Benefit Plan | Master limited partnerships | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Defined Benefit Plan, Actual Plan Asset Allocations | 0.00% | |
CENTRIA Benefit Plan | Cash and cash equivalents | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Defined Benefit Plan, Actual Plan Asset Allocations | 0.00% | |
CENTRIA Benefit Plan | Real estate | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Defined Benefit Plan, Actual Plan Asset Allocations | 0.00% | |
CENTRIA Benefit Plan | Other | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Defined Benefit Plan, Actual Plan Asset Allocations | 0.00% |
EMPLOYEE BENEFIT PLANS (Deta107
EMPLOYEE BENEFIT PLANS (Details 7) - USD ($) $ in Thousands | Nov. 01, 2015 | Nov. 02, 2014 | Nov. 03, 2013 |
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of assets | $ 47,295 | $ 50,815 | |
RCC Pension Plan | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of assets | 32,854 | 36,678 | $ 37,275 |
RCC Pension Plan | Level 1 | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of assets | 10,239 | 11,494 | |
RCC Pension Plan | Level 2 | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of assets | 22,615 | 25,184 | |
RCC Pension Plan | Cash | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of assets | 2,146 | 1,339 | |
RCC Pension Plan | Cash | Level 1 | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of assets | 2,146 | 1,339 | |
RCC Pension Plan | Cash | Level 2 | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of assets | 0 | 0 | |
RCC Pension Plan | Growth funds | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of assets | 1,689 | 2,067 | |
RCC Pension Plan | Growth funds | Level 1 | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of assets | 1,689 | 2,067 | |
RCC Pension Plan | Growth funds | Level 2 | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of assets | 0 | 0 | |
RCC Pension Plan | Real estate funds | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of assets | 2,590 | 2,917 | |
RCC Pension Plan | Real estate funds | Level 1 | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of assets | 2,590 | 2,917 | |
RCC Pension Plan | Real estate funds | Level 2 | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of assets | 0 | 0 | |
RCC Pension Plan | Commodity linked funds | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of assets | 1,791 | 2,489 | |
RCC Pension Plan | Commodity linked funds | Level 1 | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of assets | 1,791 | 2,489 | |
RCC Pension Plan | Commodity linked funds | Level 2 | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of assets | 0 | 0 | |
RCC Pension Plan | Equity income funds(8) | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of assets | 0 | ||
RCC Pension Plan | Equity income funds(8) | Level 1 | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of assets | 0 | ||
RCC Pension Plan | Equity income funds(8) | Level 2 | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of assets | 0 | ||
RCC Pension Plan | Index funds(7) | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of assets | 0 | ||
RCC Pension Plan | Index funds(7) | Level 1 | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of assets | 0 | ||
RCC Pension Plan | Index funds(7) | Level 2 | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of assets | 0 | ||
RCC Pension Plan | International equity funds(1) | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of assets | 0 | ||
RCC Pension Plan | International equity funds(1) | Level 1 | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of assets | 0 | ||
RCC Pension Plan | International equity funds(1) | Level 2 | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of assets | 0 | ||
RCC Pension Plan | Fixed income funds(6) | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of assets | 0 | ||
RCC Pension Plan | Fixed income funds(6) | Level 1 | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of assets | 0 | ||
RCC Pension Plan | Fixed income funds(6) | Level 2 | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of assets | 0 | ||
RCC Pension Plan | Master limited partnerships | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of assets | 2,023 | 2,682 | |
RCC Pension Plan | Master limited partnerships | Level 1 | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of assets | 2,023 | 2,682 | |
RCC Pension Plan | Master limited partnerships | Level 2 | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of assets | 0 | 0 | |
RCC Pension Plan | Goverment securities | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of assets | 7,392 | 9,630 | |
RCC Pension Plan | Goverment securities | Level 1 | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of assets | 0 | 0 | |
RCC Pension Plan | Goverment securities | Level 2 | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of assets | 7,392 | 9,630 | |
RCC Pension Plan | Corporate bonds | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of assets | 6,082 | 6,157 | |
RCC Pension Plan | Corporate bonds | Level 1 | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of assets | 0 | 0 | |
RCC Pension Plan | Corporate bonds | Level 2 | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of assets | 6,082 | 6,157 | |
RCC Pension Plan | Common/collective trusts | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of assets | 9,141 | 9,397 | |
RCC Pension Plan | Common/collective trusts | Level 1 | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of assets | 0 | 0 | |
RCC Pension Plan | Common/collective trusts | Level 2 | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of assets | 9,141 | 9,397 | |
CENTRIA Benefit Plan | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of assets | 14,441 | $ 14,137 | |
CENTRIA Benefit Plan | Level 1 | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of assets | 11,607 | ||
CENTRIA Benefit Plan | Level 2 | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of assets | 2,834 | ||
CENTRIA Benefit Plan | Cash | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of assets | 0 | ||
CENTRIA Benefit Plan | Cash | Level 1 | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of assets | 0 | ||
CENTRIA Benefit Plan | Cash | Level 2 | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of assets | 0 | ||
CENTRIA Benefit Plan | Growth funds | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of assets | 4,350 | ||
CENTRIA Benefit Plan | Growth funds | Level 1 | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of assets | 4,350 | ||
CENTRIA Benefit Plan | Growth funds | Level 2 | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of assets | 0 | ||
CENTRIA Benefit Plan | Real estate funds | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of assets | 0 | ||
CENTRIA Benefit Plan | Real estate funds | Level 1 | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of assets | 0 | ||
CENTRIA Benefit Plan | Real estate funds | Level 2 | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of assets | 0 | ||
CENTRIA Benefit Plan | Commodity linked funds | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of assets | 0 | ||
CENTRIA Benefit Plan | Commodity linked funds | Level 1 | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of assets | 0 | ||
CENTRIA Benefit Plan | Commodity linked funds | Level 2 | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of assets | 0 | ||
CENTRIA Benefit Plan | Equity income funds(8) | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of assets | 3,704 | ||
CENTRIA Benefit Plan | Equity income funds(8) | Level 1 | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of assets | 3,704 | ||
CENTRIA Benefit Plan | Equity income funds(8) | Level 2 | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of assets | 0 | ||
CENTRIA Benefit Plan | Index funds(7) | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of assets | 1,957 | ||
CENTRIA Benefit Plan | Index funds(7) | Level 1 | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of assets | 1,914 | ||
CENTRIA Benefit Plan | Index funds(7) | Level 2 | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of assets | 43 | ||
CENTRIA Benefit Plan | International equity funds(1) | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of assets | 1,920 | ||
CENTRIA Benefit Plan | International equity funds(1) | Level 1 | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of assets | 258 | ||
CENTRIA Benefit Plan | International equity funds(1) | Level 2 | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of assets | 1,662 | ||
CENTRIA Benefit Plan | Fixed income funds(6) | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of assets | 2,510 | ||
CENTRIA Benefit Plan | Fixed income funds(6) | Level 1 | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of assets | 1,381 | ||
CENTRIA Benefit Plan | Fixed income funds(6) | Level 2 | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of assets | 1,129 | ||
CENTRIA Benefit Plan | Master limited partnerships | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of assets | 0 | ||
CENTRIA Benefit Plan | Goverment securities | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of assets | 0 | ||
CENTRIA Benefit Plan | Corporate bonds | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of assets | 0 | ||
CENTRIA Benefit Plan | Common/collective trusts | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of assets | $ 0 |
EMPLOYEE BENEFIT PLANS (Deta108
EMPLOYEE BENEFIT PLANS (Details 8) - USD ($) $ in Thousands | 12 Months Ended | ||
Nov. 01, 2015 | Nov. 02, 2014 | Nov. 03, 2013 | |
Defined Benefit Plan Disclosure [Line Items] | |||
Interest cost | $ 2,600 | ||
Service cost | 137 | ||
Expected return on assets | (3,045) | ||
Amortization of prior service cost | 9 | ||
Amortization of loss | 1,443 | ||
Net periodic benefit cost (income) | 1,126 | ||
RCC Pension Plan | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Interest cost | 1,933 | $ 1,912 | $ 1,703 |
Service cost | 0 | 0 | |
Expected return on assets | (2,204) | (2,369) | (2,172) |
Amortization of prior service cost | 9 | 9 | 9 |
Amortization of loss | 1,443 | 507 | 906 |
Net periodic benefit cost (income) | 1,163 | $ 41 | $ 428 |
CENTRIA Benefit Plan | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Interest cost | 449 | ||
Service cost | 115 | ||
Expected return on assets | (841) | ||
Amortization of prior service cost | 0 | ||
Amortization of loss | 0 | ||
Net periodic benefit cost (income) | (277) | ||
OPEB Plans | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Interest cost | 218 | ||
Service cost | 22 | ||
Expected return on assets | 0 | ||
Amortization of prior service cost | 0 | ||
Amortization of loss | 0 | ||
Net periodic benefit cost (income) | $ 240 |
EMPLOYEE BENEFIT PLANS (Deta109
EMPLOYEE BENEFIT PLANS (Details 9) - USD ($) $ in Thousands | 12 Months Ended | |
Nov. 01, 2015 | Nov. 02, 2014 | |
Defined Benefit Plan Disclosure [Line Items] | ||
Unrecognized actuarial loss (gain) | $ 13,572 | |
Unrecognized prior service cost (credit) | (42) | |
Total | 13,530 | |
RCC Pension Plan | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Unrecognized actuarial loss (gain) | 13,690 | $ 14,321 |
Unrecognized prior service cost (credit) | (42) | (50) |
Total | 13,648 | $ 14,271 |
CENTRIA Benefit Plan | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Unrecognized actuarial loss (gain) | 22 | |
Unrecognized prior service cost (credit) | 0 | |
Total | 22 | |
OPEB Plans | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Unrecognized actuarial loss (gain) | (140) | |
Unrecognized prior service cost (credit) | 0 | |
Total | $ (140) |
EMPLOYEE BENEFIT PLANS (Deta110
EMPLOYEE BENEFIT PLANS (Details 10) - USD ($) $ in Thousands | 12 Months Ended | ||
Nov. 01, 2015 | Nov. 02, 2014 | Nov. 03, 2013 | |
Defined Benefit Plan Disclosure [Line Items] | |||
Net actuarial gain (loss) | $ (694) | ||
Amortization of net actuarial loss | 1,443 | ||
Amortization of prior service credit | (9) | ||
Total recognized in other comprehensive income (loss) | 740 | ||
CENTRIA Benefit Plan | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Net actuarial gain (loss) | (22) | ||
Amortization of net actuarial loss | 0 | ||
Amortization of prior service credit | 0 | ||
Total recognized in other comprehensive income (loss) | (22) | ||
Operating Segments [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Net actuarial gain (loss) | 140 | ||
Amortization of net actuarial loss | 0 | ||
Amortization of prior service credit | 0 | ||
Total recognized in other comprehensive income (loss) | 140 | ||
RCC Pension Plan | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Net actuarial gain (loss) | (812) | $ (6,886) | $ 2,786 |
Amortization of net actuarial loss | 1,443 | 507 | 906 |
Amortization of prior service credit | (9) | (9) | (9) |
Total recognized in other comprehensive income (loss) | $ 622 | $ (6,388) | $ 3,683 |
EMPLOYEE BENEFIT PLANS (Deta111
EMPLOYEE BENEFIT PLANS (Details 11) $ in Thousands | 12 Months Ended |
Nov. 01, 2015USD ($) | |
CENTRIA Benefit Plan | |
Defined Benefit Plan Disclosure [Line Items] | |
Amortization of prior service cost | $ 0 |
Amortization of loss | 0 |
Total estimated amortization | 0 |
RCC Pension Plan | |
Defined Benefit Plan Disclosure [Line Items] | |
Amortization of prior service cost | (9) |
Amortization of loss | 1,169 |
Total estimated amortization | 1,160 |
OPEB Plans | |
Defined Benefit Plan Disclosure [Line Items] | |
Amortization of prior service cost | 0 |
Amortization of loss | 0 |
Total estimated amortization | $ 0 |
EMPLOYEE BENEFIT PLANS (Deta112
EMPLOYEE BENEFIT PLANS (Details 12) $ in Thousands | Nov. 01, 2015USD ($) |
Defined Benefit Plan Disclosure [Line Items] | |
2,016 | $ 4,610 |
2,017 | 4,755 |
2,018 | 4,749 |
2,019 | 4,725 |
2,020 | 4,731 |
2021 - 2025 | 21,682 |
RCC Pension Plan | |
Defined Benefit Plan Disclosure [Line Items] | |
2,016 | 3,163 |
2,017 | 3,242 |
2,018 | 3,172 |
2,019 | 3,106 |
2,020 | 3,173 |
2021 - 2025 | 15,061 |
CENTRIA Benefit Plan | |
Defined Benefit Plan Disclosure [Line Items] | |
2,016 | 834 |
2,017 | 797 |
2,018 | 864 |
2,019 | 883 |
2,020 | 878 |
2021 - 2025 | 4,410 |
OPEB Plans | |
Defined Benefit Plan Disclosure [Line Items] | |
2,016 | 613 |
2,017 | 716 |
2,018 | 713 |
2,019 | 736 |
2,020 | 680 |
2021 - 2025 | $ 2,211 |
OPERATING SEGMENTS (Details)
OPERATING SEGMENTS (Details) $ in Thousands | Jan. 16, 2015USD ($) | Nov. 01, 2015USD ($) | Aug. 02, 2015USD ($) | May. 03, 2015USD ($) | Feb. 01, 2015USD ($) | Nov. 02, 2014USD ($) | Aug. 03, 2014USD ($) | May. 04, 2014USD ($) | Feb. 02, 2014USD ($) | Nov. 01, 2015USD ($)operating_segment | Nov. 02, 2014USD ($) | Nov. 03, 2013USD ($) |
Segment Reporting Information [Line Items] | ||||||||||||
Number of operating segments | operating_segment | 3 | |||||||||||
Total sales: | $ 459,831 | $ 420,789 | $ 360,147 | $ 322,926 | $ 392,448 | $ 361,626 | $ 305,800 | $ 310,666 | $ 1,563,693 | $ 1,370,540 | $ 1,308,395 | |
External sales: | 1,563,693 | 1,370,540 | 1,308,395 | |||||||||
Operating income (loss): | 56,831 | 25,096 | 19,188 | |||||||||
Unallocated other expense | (30,041) | (12,421) | (40,927) | |||||||||
Income (loss) before income taxes | 26,790 | 12,675 | (21,739) | |||||||||
Depreciation and amortization: | 51,392 | 36,952 | 39,275 | |||||||||
Capital expenditures: | 20,683 | 18,020 | 24,426 | |||||||||
Property, plant and equipment, net: | 257,892 | 244,714 | 257,892 | 244,714 | 260,918 | |||||||
Total assets: | 1,079,729 | 758,683 | 1,079,729 | 758,683 | 780,263 | |||||||
Engineered building systems | ||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||
Total sales: | 667,166 | 669,843 | 655,767 | |||||||||
External sales: | 647,881 | 649,344 | 633,653 | |||||||||
Operating income (loss): | 51,410 | 32,525 | 23,405 | |||||||||
Depreciation and amortization: | 10,224 | 10,896 | 11,937 | |||||||||
Capital expenditures: | 6,053 | 2,569 | 1,405 | |||||||||
Property, plant and equipment, net: | 51,196 | 43,876 | 51,196 | 43,876 | 30,791 | |||||||
Total assets: | 218,646 | 209,281 | 218,646 | 209,281 | 199,551 | |||||||
Metal components | ||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||
Total sales: | 920,845 | 694,858 | 663,094 | |||||||||
External sales: | 815,310 | 607,594 | 581,772 | |||||||||
Operating income (loss): | 50,541 | 33,306 | 36,167 | |||||||||
Depreciation and amortization: | 35,713 | 19,643 | 19,093 | |||||||||
Capital expenditures: | 9,145 | 8,646 | 7,417 | |||||||||
Property, plant and equipment, net: | 152,346 | 132,086 | 152,346 | 132,086 | 143,162 | |||||||
Total assets: | 654,762 | 365,874 | 654,762 | 365,874 | 380,488 | |||||||
Metal coil coating | ||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||
Total sales: | 231,732 | 246,582 | 222,064 | |||||||||
External sales: | 100,502 | 113,602 | 92,970 | |||||||||
Operating income (loss): | 19,080 | 23,982 | 24,027 | |||||||||
Depreciation and amortization: | 4,401 | 4,031 | 3,285 | |||||||||
Capital expenditures: | 3,279 | 3,935 | 9,350 | |||||||||
Property, plant and equipment, net: | 42,558 | 43,690 | 42,558 | 43,690 | 43,789 | |||||||
Total assets: | 81,456 | 84,519 | 81,456 | 84,519 | 71,118 | |||||||
Intersegment sales | ||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||
Total sales: | (256,050) | (240,743) | (232,530) | |||||||||
Corporate | ||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||
Operating income (loss): | (64,200) | (64,717) | (64,411) | |||||||||
Depreciation and amortization: | 1,054 | 2,382 | 4,960 | |||||||||
Capital expenditures: | 2,206 | 2,870 | 6,254 | |||||||||
Property, plant and equipment, net: | 11,792 | 25,062 | 11,792 | 25,062 | 43,176 | |||||||
Total assets: | $ 124,865 | $ 99,009 | $ 124,865 | $ 99,009 | $ 129,106 | |||||||
CENTRIA Benefit Plan | ||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||
Cash paid to acquire business | $ 255,800 |
OPERATING SEGMENTS (Details 1)
OPERATING SEGMENTS (Details 1) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Nov. 01, 2015 | Aug. 02, 2015 | May. 03, 2015 | Feb. 01, 2015 | Nov. 02, 2014 | Aug. 03, 2014 | May. 04, 2014 | Feb. 02, 2014 | Nov. 01, 2015 | Nov. 02, 2014 | Nov. 03, 2013 | |
Total sales: | |||||||||||
Total sales: | $ 459,831 | $ 420,789 | $ 360,147 | $ 322,926 | $ 392,448 | $ 361,626 | $ 305,800 | $ 310,666 | $ 1,563,693 | $ 1,370,540 | $ 1,308,395 |
Long-lived assets: | |||||||||||
Long-lived assets: | 572,313 | 364,863 | 572,313 | 364,863 | 385,119 | ||||||
United States of America | |||||||||||
Total sales: | |||||||||||
Total sales: | 1,469,495 | 1,258,055 | 1,192,327 | ||||||||
Long-lived assets: | |||||||||||
Long-lived assets: | 562,443 | 358,634 | 562,443 | 358,634 | 378,814 | ||||||
Canada | |||||||||||
Total sales: | |||||||||||
Total sales: | 72,567 | 92,238 | 102,070 | ||||||||
Long-lived assets: | |||||||||||
Long-lived assets: | 90 | 134 | 90 | 134 | 114 | ||||||
Mexico | |||||||||||
Total sales: | |||||||||||
Total sales: | 5,686 | 4,417 | 7,378 | ||||||||
Long-lived assets: | |||||||||||
Long-lived assets: | 9,471 | 6,095 | 9,471 | 6,095 | 6,191 | ||||||
All other | |||||||||||
Total sales: | |||||||||||
Total sales: | 15,945 | 15,830 | 6,620 | ||||||||
China | |||||||||||
Long-lived assets: | |||||||||||
Long-lived assets: | $ 309 | $ 0 | $ 309 | $ 0 | $ 0 |
CONTINGENCIES CONTINGENCIES (De
CONTINGENCIES CONTINGENCIES (Details) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 12 Months Ended | |||||
Oct. 31, 2015 | Nov. 01, 2015 | Aug. 02, 2015 | May. 03, 2015 | Feb. 01, 2015 | Nov. 01, 2015 | Nov. 02, 2014 | Nov. 03, 2013 | |
Commitments and Contingencies Disclosure [Abstract] | ||||||||
Gain on legal settlements | $ 1,200 | $ 3,765 | $ 0 | $ 0 | $ 0 | $ 3,765 | $ 0 | $ 0 |
Proceeds from Legal Settlements | $ 2,600 |
QUARTERLY RESULTS (Unaudited116
QUARTERLY RESULTS (Unaudited) (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Nov. 01, 2015 | Aug. 02, 2015 | May. 03, 2015 | Feb. 01, 2015 | Nov. 02, 2014 | Aug. 03, 2014 | May. 04, 2014 | Feb. 02, 2014 | Nov. 01, 2015 | Nov. 02, 2014 | Nov. 03, 2013 | |
Quarterly Financial Information Disclosure [Abstract] | |||||||||||
Sales | $ 459,831 | $ 420,789 | $ 360,147 | $ 322,926 | $ 392,448 | $ 361,626 | $ 305,800 | $ 310,666 | $ 1,563,693 | $ 1,370,540 | $ 1,308,395 |
Gross profit | 123,601 | 100,687 | 75,889 | 72,139 | 93,437 | 79,565 | 59,597 | 59,225 | 372,316 | 291,824 | 276,044 |
Net income (loss) | 18,407 | 7,219 | (7,488) | (320) | 14,259 | 6,089 | (4,905) | (4,258) | 17,818 | 11,185 | (12,885) |
Net income (loss) applicable to common shares | $ 18,241 | $ 7,160 | $ (7,488) | $ (320) | $ 14,162 | $ 6,039 | $ (4,905) | $ (4,258) | $ 17,646 | $ 11,085 | $ (12,885) |
Income (loss) per common share: | |||||||||||
Basic (in dollars per share) | $ 0.25 | $ 0.10 | $ (0.10) | $ 0 | $ 0.19 | $ 0.08 | $ (0.07) | $ (0.06) | $ 0.24 | $ 0.15 | $ (0.29) |
Diluted (in dollars per share) | $ 0.25 | $ 0.10 | $ (0.10) | $ 0 | $ 0.19 | $ 0.08 | $ (0.07) | $ (0.06) | $ 0.24 | $ 0.15 | $ (0.29) |
QUARTERLY RESULTS (Unaudited117
QUARTERLY RESULTS (Unaudited) (Details 1) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 12 Months Ended | |||||||||
Oct. 31, 2015 | Nov. 01, 2015 | Aug. 02, 2015 | May. 03, 2015 | Feb. 01, 2015 | Nov. 02, 2014 | Aug. 03, 2014 | May. 04, 2014 | Feb. 02, 2014 | Nov. 01, 2015 | Nov. 02, 2014 | Nov. 03, 2013 | |
Quarterly Financial Information Disclosure [Abstract] | ||||||||||||
Business Combination, Strategic Development and Acquisition Related Costs | $ (1,143) | $ (700) | $ (629) | $ (1,729) | $ (4,201) | $ (4,998) | $ 0 | |||||
Strategic development and acquisition related costs | $ (298) | $ (360) | $ 262 | $ (701) | (2,152) | (1,097) | 65 | |||||
Restructuring and impairment charges | (7,611) | (750) | (1,465) | (1,480) | (3,512) | (1,486) | 0 | 0 | ||||
Gain on legal settlements | $ 1,200 | 3,765 | 0 | 0 | 0 | 3,765 | 0 | 0 | ||||
Fair value adjustment of acquired inventory | 0 | (1,000) | (386) | (972) | ||||||||
Amortization of short-lived acquired intangibles | (2,346) | (3,334) | (2,720) | 0 | ||||||||
Total special charges in income (loss) before income taxes | $ (7,335) | $ (5,784) | $ (5,200) | $ (4,181) | (3,810) | (1,846) | 536 | (418) | ||||
Gain on insurance recovery | 0 | 0 | (324) | (987) | $ 0 | $ (1,311) | $ (1,023) | |||||
Secondary offering costs | $ 0 | $ 0 | $ (50) | $ (704) |
QUARTERLY RESULTS (Unaudited118
QUARTERLY RESULTS (Unaudited) (Details Textual) - USD ($) $ in Millions | 3 Months Ended | |||
Nov. 01, 2015 | Aug. 02, 2015 | Nov. 02, 2014 | Aug. 03, 2014 | |
Quarterly Financial Information Disclosure [Abstract] | ||||
Undistributed Earnings (Loss) Allocated to Participating Securities, Basic | $ 0.2 | $ 0.1 | $ 0.1 | $ 0.1 |
SUBSEQUENT EVENT (Details Textu
SUBSEQUENT EVENT (Details Textual) $ in Millions | Nov. 03, 2015USD ($) |
Subsequent Event | |
Subsequent Event [Line Items] | |
Cash paid to acquire business | $ 5.5 |
ACQUISITION (Details Textual)
ACQUISITION (Details Textual) | Jan. 16, 2015USD ($)manufacturing_facility | Nov. 01, 2015USD ($) | Nov. 01, 2015USD ($) | Nov. 02, 2014USD ($) | Nov. 03, 2013USD ($) |
Business Acquisition [Line Items] | |||||
Restructuring and Related Activities, Number of Manufacturing Facilities | 3 | 3 | |||
Set-up in Inventory Fair Value | $ 2,400,000 | ||||
Goodwill | $ 158,026,000 | $ 158,026,000 | $ 75,226,000 | $ 75,226,000 | |
Goodwill, Purchase Accounting Adjustments | 82,681,000 | 0 | |||
Metal components | |||||
Business Acquisition [Line Items] | |||||
Goodwill | 143,716,000 | 143,716,000 | 70,026,000 | 70,026,000 | |
Goodwill, Purchase Accounting Adjustments | 73,571,000 | 0 | |||
Engineered Building Systems | |||||
Business Acquisition [Line Items] | |||||
Goodwill | 14,310,000 | 14,310,000 | 5,200,000 | $ 5,200,000 | |
Goodwill, Purchase Accounting Adjustments | $ (9,110,000) | $ 0 | |||
CENTRIA | |||||
Business Acquisition [Line Items] | |||||
Cash to acquire general partnership interests | 255,800,000 | ||||
Cash Acquired | 8,718,000 | ||||
Acquiree contributed revenue | 179,400,000 | ||||
Earnings (loss) contributed by acquiree | $ 4,300,000 | ||||
Acquisition related costs | 16,100,000 | ||||
Goodwill | 82,681,000 | ||||
CENTRIA | Metal Components and Engineered Building Systems | |||||
Business Acquisition [Line Items] | |||||
Goodwill | 82,700,000 | ||||
CENTRIA | Metal components | |||||
Business Acquisition [Line Items] | |||||
Goodwill | 73,600,000 | ||||
CENTRIA | Engineered Building Systems | |||||
Business Acquisition [Line Items] | |||||
Goodwill | 9,100,000 | ||||
CENTRIA | Senior Notes | |||||
Business Acquisition [Line Items] | |||||
New debt issued to fund acquisition | $ 250,000,000 | ||||
UNITED STATES | CENTRIA | |||||
Business Acquisition [Line Items] | |||||
Restructuring and Related Activities, Number of Manufacturing Facilities | manufacturing_facility | 4 | ||||
China | |||||
Business Acquisition [Line Items] | |||||
Restructuring and Related Activities, Number of Manufacturing Facilities | 1,000 |
ACQUISITION ACQUISITION (Detail
ACQUISITION ACQUISITION (Detail 1) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Nov. 01, 2015 | Nov. 02, 2014 | |
Business Combinations [Abstract] | ||
Sales | $ 1,608,179 | $ 1,605,707 |
Net income (loss) applicable to common shares | $ 22,266 | $ (106) |
Income (loss) per common share | ||
Basic (in dollars per share) | $ 0.31 | $ 0 |
Diluted (in dollars per share) | $ 0.30 | $ 0 |
ACQUISITION (Detail 2)
ACQUISITION (Detail 2) - USD ($) $ in Thousands | Jan. 16, 2015 | Nov. 01, 2015 | Nov. 02, 2014 | Nov. 03, 2013 |
Business Combination Segment Allocation [Line Items] | ||||
Intangible assets | $ 128,280 | |||
Goodwill | $ 158,026 | $ 75,226 | $ 75,226 | |
CENTRIA | ||||
Business Combination Segment Allocation [Line Items] | ||||
Cash | 8,718 | |||
Current assets, excluding cash | 74,725 | |||
Property, plant and equipment | 34,127 | |||
Intangible assets | 128,280 | |||
Assets acquired | 245,850 | |||
Current liabilities | 63,797 | |||
Other long-term liabilities | 8,893 | |||
Liabilities assumed | 72,690 | |||
Fair value of net assets acquired | 173,160 | |||
Total consideration paid | 255,841 | |||
Goodwill | $ 82,681 |
ACQUISITION ACQUISITION (Det123
ACQUISITION ACQUISITION (Detail 3) - USD ($) $ in Thousands | 12 Months Ended | ||
Nov. 01, 2015 | Jan. 16, 2015 | Nov. 02, 2014 | |
Acquired Finite-Lived Intangible Assets [Line Items] | |||
Finite-Lived Intangible Assets, Net | $ 142,940 | $ 31,468 | |
Acquired finite-lived intangible assets, weighted average useful life | 18 years 2 months 12 days | ||
Intangible assets | $ 128,280 | ||
Backlog | |||
Acquired Finite-Lived Intangible Assets [Line Items] | |||
Finite-Lived Intangible Assets, Net | 8,400 | ||
Acquired finite-lived intangible assets, weighted average useful life | 9 months | ||
Trade names | |||
Acquired Finite-Lived Intangible Assets [Line Items] | |||
Finite-Lived Intangible Assets, Net | 13,980 | ||
Acquired finite-lived intangible assets, weighted average useful life | 15 years | ||
Customer lists and relationships | |||
Acquired Finite-Lived Intangible Assets [Line Items] | |||
Finite-Lived Intangible Assets, Net | $ 105,900 | ||
Acquired finite-lived intangible assets, weighted average useful life | 20 years |
RESTRUCTURING (Details Textual)
RESTRUCTURING (Details Textual) $ in Thousands | 12 Months Ended |
Nov. 01, 2015USD ($) | |
Business Combination Segment Allocation [Line Items] | |
Restructuring and Related Activities, Number of Manufacturing Facilities | 3 |
Severance and facility costs | $ 12,045 |
Accrued severance | 739 |
Metal components | |
Business Combination Segment Allocation [Line Items] | |
Strategic development and acquisition related costs | 5,844 |
Accrued severance | 2,000 |
Engineered Building Systems | |
Business Combination Segment Allocation [Line Items] | |
Accrued severance | 1,200 |
Metal coil coating | |
Business Combination Segment Allocation [Line Items] | |
Accrued severance | $ 300 |
Minimum | |
Business Combination Segment Allocation [Line Items] | |
Restructuring and Related activities, Completion Period | 12 months |
Maximum | |
Business Combination Segment Allocation [Line Items] | |
Restructuring and Related activities, Completion Period | 36 months |
Executive Officer | Metal components | |
Business Combination Segment Allocation [Line Items] | |
Accrued severance | $ 400 |
Executive Officer | Engineered Building Systems | |
Business Combination Segment Allocation [Line Items] | |
Accrued severance | 200 |
Plant closing severance | |
Business Combination Segment Allocation [Line Items] | |
Severance and facility costs | 1,575 |
Accrued severance | $ 0 |
RESTRUCTURING (Details)
RESTRUCTURING (Details) $ in Thousands | 12 Months Ended |
Nov. 01, 2015USD ($) | |
Restructuring Cost and Reserve [Line Items] | |
Costs Incurred To Date | $ 11,306 |
Remaining Anticipated Costs | 739 |
Total Anticipated Costs | 12,045 |
General severance | |
Restructuring Cost and Reserve [Line Items] | |
Costs Incurred To Date | 3,887 |
Remaining Anticipated Costs | 739 |
Total Anticipated Costs | 4,626 |
Plant closing severance | |
Restructuring Cost and Reserve [Line Items] | |
Costs Incurred To Date | 1,575 |
Remaining Anticipated Costs | 0 |
Total Anticipated Costs | 1,575 |
Metal components | |
Restructuring Cost and Reserve [Line Items] | |
Asset impairment | $ 5,844 |
RESTRUCTURING (Details 2)
RESTRUCTURING (Details 2) $ in Thousands | 12 Months Ended |
Nov. 01, 2015USD ($) | |
Restructuring Cost and Reserve [Line Items] | |
Balance at November 2, 2014 | $ 0 |
Costs incurred | 11,306 |
Cash payments | (4,516) |
Accrued severance | 739 |
November 1, 2015 | 7,529 |
General severance | |
Restructuring Cost and Reserve [Line Items] | |
Balance at November 2, 2014 | 0 |
Costs incurred | 3,887 |
Cash payments | (2,941) |
Accrued severance | 739 |
November 1, 2015 | 1,685 |
Plant closing severance | |
Restructuring Cost and Reserve [Line Items] | |
Balance at November 2, 2014 | 0 |
Costs incurred | 1,575 |
Cash payments | (1,575) |
Accrued severance | 0 |
November 1, 2015 | $ 0 |