Document And Entity Information
Document And Entity Information - shares | 3 Months Ended | |
Jan. 29, 2017 | Mar. 02, 2017 | |
Document And Entity Information [Abstract] | ||
Entity Registrant Name | NCI BUILDING SYSTEMS INC | |
Entity Central Index Key | 883,902 | |
Trading Symbol | NCS | |
Current Fiscal Year End Date | --10-29 | |
Entity Filer Category | Accelerated Filer | |
Document Type | 10-Q | |
Document Period End Date | Jan. 29, 2017 | |
Document Fiscal Year Focus | 2,017 | |
Document Fiscal Period Focus | Q1 | |
Amendment Flag | false | |
Entity Common Stock, Shares Outstanding | 70,867,699 |
CONSOLIDATED BALANCE SHEETS (Un
CONSOLIDATED BALANCE SHEETS (Unaudited) - USD ($) $ in Thousands | Jan. 29, 2017 | Oct. 30, 2016 |
Current assets: | ||
Cash and cash equivalents | $ 15,789 | $ 65,403 |
Restricted cash | 192 | 310 |
Accounts receivable, net | 161,492 | 182,258 |
Inventories, net | 191,756 | 186,824 |
Income taxes receivable | 7,758 | 982 |
Deferred income taxes | 25,987 | 29,104 |
Investments in debt and equity securities, at market | 5,916 | 5,748 |
Prepaid expenses and other | 27,007 | 29,971 |
Assets held for sale | 4,256 | 4,256 |
Total current assets | 440,153 | 504,856 |
Property, plant and equipment, net | 238,581 | 242,212 |
Goodwill | 154,291 | 154,271 |
Intangible assets, net | 144,363 | 146,769 |
Other assets, net | 2,022 | 2,092 |
Total assets | 979,410 | 1,050,200 |
Current liabilities: | ||
Note payable | 29 | 460 |
Accounts payable | 112,714 | 142,913 |
Accrued compensation and benefits | 54,004 | 72,612 |
Accrued interest | 1,296 | 7,165 |
Other accrued expenses | 93,392 | 103,384 |
Total current liabilities | 261,435 | 326,534 |
Long-term debt, net of deferred financing costs of $7,719 and $8,096 on January 29, 2017 and October 30, 2016, respectively | 386,428 | 396,051 |
Deferred income taxes | 26,970 | 24,804 |
Other long-term liabilities | 21,481 | 21,494 |
Total long-term liabilities | 434,879 | 442,349 |
Stockholders’ equity: | ||
Common stock, $.01 par value, 100,000,000 shares authorized; 71,176,966 and 71,581,273 shares issued at January 29, 2017 and October 30, 2016, respectively; 70,867,699 and 70,806,202 shares outstanding at January 29, 2017 and October 30, 2016, respectively | 712 | 715 |
Additional paid-in capital | 595,794 | 603,120 |
Accumulated deficit | (300,667) | (302,706) |
Accumulated other comprehensive loss, net | (10,467) | (10,553) |
Treasury stock, at cost (309,267 and 775,071 shares at January 29, 2017 and October 30, 2016, respectively) | (2,276) | (9,259) |
Total stockholders’ equity | 283,096 | 281,317 |
Total liabilities and stockholders’ equity | $ 979,410 | $ 1,050,200 |
CONSOLIDATED BALANCE SHEETS (U3
CONSOLIDATED BALANCE SHEETS (Unaudited) [Parenthetical] - USD ($) | Jan. 29, 2017 | Oct. 30, 2016 |
Statement of Financial Position [Abstract] | ||
Deferred financing costs | $ 7,719,000 | $ 8,096,000 |
Common stock, par value (in USD per share) | $ 0.01 | $ 0.01 |
Common stock, shares authorized (in shares) | 100,000,000 | 100,000,000 |
Common stock, shares issued (in shares) | 71,176,966 | 71,581,273 |
Common stock, shares outstanding (in shares) | 70,867,699 | 70,806,202 |
Treasury stock, shares (in shares) | 309,267 | 775,071 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | |
Jan. 29, 2017 | Jan. 31, 2016 | |
Income Statement [Abstract] | ||
Sales | $ 391,703 | $ 370,014 |
Cost of sales | 307,752 | 281,023 |
Gain on sale of assets and asset recovery | 0 | (725) |
Gross profit | 83,951 | 89,716 |
Engineering, selling, general and administrative expenses | 69,039 | 69,850 |
Intangible asset amortization | 2,405 | 2,416 |
Strategic development and acquisition related costs | 357 | 681 |
Restructuring and impairment charges | 2,264 | 1,510 |
Income from operations | 9,886 | 15,259 |
Interest income | 5 | 22 |
Interest expense | (6,886) | (7,869) |
Foreign exchange loss | (78) | (742) |
Gain from bargain purchase | 0 | 1,864 |
Other income, net | 387 | (189) |
Income before income taxes | 3,314 | 8,345 |
Provision for income taxes | 1,275 | 2,453 |
Net income | 2,039 | 5,892 |
Net income allocated to participating securities | (8) | (57) |
Net income applicable to common shares | $ 2,031 | $ 5,835 |
Income per common share: | ||
Basic (in USD per share) | $ 0.03 | $ 0.08 |
Diluted (in USD per share) | $ 0.03 | $ 0.08 |
Weighted average number of common shares outstanding: | ||
Basic (in shares) | 70,875 | 73,261 |
Diluted (in shares) | 71,088 | 73,771 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Jan. 29, 2017 | Jan. 31, 2016 | |
Comprehensive income (loss): | ||
Net income | $ 2,039 | $ 5,892 |
Other comprehensive income (loss), net of tax: | ||
Foreign exchange translation losses and other, net of taxes | 86 | (341) |
Other comprehensive income (loss) | 86 | (341) |
Comprehensive income | $ 2,125 | $ 5,551 |
CONSOLIDATED STATEMENTS OF COM6
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (Unaudited) [Parenthetical] | 3 Months Ended |
Jan. 31, 2016USD ($) | |
Statement of Comprehensive Income [Abstract] | |
Foreign exchange translation gains (losses) and other | $ 0 |
CONSOLIDATED STATEMENTS OF STOC
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (Unaudited) - 3 months ended Jan. 29, 2017 - USD ($) $ in Thousands | Total | Common Stock [Member] | Additional Paid-in Capital [Member] | Accumulated Deficit [Member] | Accumulated Other Comprehensive Loss [Member] | Treasury Stock [Member] |
Balance (in shares) at Oct. 30, 2016 | 71,581,273 | (775,071) | ||||
Balance at Oct. 30, 2016 | $ 281,317 | $ 715 | $ 603,120 | $ (302,706) | $ (10,553) | $ (9,259) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Treasury stock purchases (in shares) | 0 | (402,825) | ||||
Treasury stock purchases | (5,922) | $ (5,922) | ||||
Retirement of treasury (in shares) | (888,435) | 888,435 | ||||
Retirement of treasury shares | 0 | $ (9) | (12,897) | $ 12,906 | ||
Issuance of restricted stock (in shares) | 369,101 | |||||
Issuance of restricted stock | $ 0 | $ 4 | (4) | |||
Issuance of restricted stock, shares held in employee trust (in shares) | 19,806 | |||||
Stock options exercised (in shares) | 100,000 | 115,027 | ||||
Stock options exercised | $ 1,019 | $ 1 | 1,018 | |||
Excess tax benefits from share-based compensation arrangements | 1,515 | 1,515 | ||||
Foreign exchange translation gain and other, net of taxes | 86 | $ 1 | 86 | $ (1) | ||
Share-based compensation | 3,042 | 3,042 | ||||
Net income | 2,039 | 2,039 | ||||
Balance (in shares) at Jan. 29, 2017 | 71,176,966 | (309,267) | ||||
Balance at Jan. 29, 2017 | $ 283,096 | $ 712 | $ 595,794 | $ (300,667) | $ (10,467) | $ (2,276) |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Jan. 29, 2017 | Jan. 31, 2016 | |
Cash flows from operating activities: | ||
Net income | $ 2,039 | $ 5,892 |
Adjustments to reconcile net income to net cash used in operating activities: | ||
Depreciation and amortization | 10,315 | 10,747 |
Amortization of deferred financing costs | 477 | 477 |
Share-based compensation expense | 3,042 | 2,582 |
(Gains) losses on assets, net | 125 | (2,589) |
Provision for doubtful accounts | 1,586 | 1,467 |
Provision for deferred income taxes | 26 | 1,992 |
Excess tax (benefits) shortfalls from share-based compensation arrangements | (1,515) | 261 |
Changes in operating assets and liabilities, net of effect of acquisitions: | ||
Accounts receivable | 19,181 | 23,669 |
Inventories | (4,932) | 7,469 |
Income taxes receivable | (6,777) | 0 |
Prepaid expenses and other | 2,157 | 1,899 |
Accounts payable | (30,199) | (35,619) |
Accrued expenses | (27,240) | (22,100) |
Other, net | (163) | (347) |
Net cash used in operating activities | (31,878) | (4,200) |
Cash flows from investing activities: | ||
Acquisitions, net of cash acquired | 0 | (3,071) |
Capital expenditures | (4,120) | (5,772) |
Proceeds from sale of property, plant and equipment | 0 | 3,066 |
Net cash used in investing activities | (4,120) | (5,777) |
Cash flows from financing activities: | ||
Refund (deposit) of restricted cash | 117 | (93) |
Proceeds from stock options exercised | 1,019 | 0 |
Excess tax benefits (shortfalls) from share-based compensation arrangements | 1,515 | (261) |
Proceeds from Amended ABL facility | 30,000 | 0 |
Payments on Amended ABL facility | (30,000) | |
Payments on term loan | (10,000) | (10,000) |
Payments on note payable | (431) | (514) |
Purchases of treasury stock | (5,922) | (4,627) |
Net cash used in financing activities | (13,702) | (15,495) |
Effect of exchange rate changes on cash and cash equivalents | 86 | (341) |
Net decrease in cash and cash equivalents | (49,614) | (25,813) |
Cash and cash equivalents at beginning of period | 65,403 | 99,662 |
Cash and cash equivalents at end of period | $ 15,789 | $ 73,849 |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 3 Months Ended |
Jan. 29, 2017 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying unaudited consolidated financial statements for NCI Building Systems, Inc. (together with its subsidiaries, unless otherwise indicated, the “Company,” “NCI,” “we,” “us” or “our”) have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, the unaudited consolidated financial statements included herein contain all adjustments, which consist of normal recurring adjustments, necessary to fairly present our financial position, results of operations and cash flows for the periods indicated. Operating results for the fiscal three month period ended January 29, 2017 are not necessarily indicative of the results that may be expected for the fiscal year ending October 29, 2017 . Our sales and earnings are subject to both seasonal and cyclical trends and are influenced by general economic conditions, interest rates, the price of steel relative to other building materials, the level of nonresidential construction activity, roof repair and retrofit demand and the availability and cost of financing for construction projects. For further information, refer to the consolidated financial statements and footnotes thereto included in our Annual Report on Form 10-K for the fiscal year ended October 30, 2016 filed with the Securities and Exchange Commission (the “SEC”) on January 9, 2017. Reporting Periods We use a four-four-five week calendar each quarter with our fiscal year end being on the Sunday closest to October 31. The year end for fiscal 2017 is October 29, 2017 . Involuntary Conversion In June 2016, the Company experienced a fire at a facility in the metal components segment. We estimate that fixed assets with a net book value of approximately $6.5 million were impaired as a result of the fire. The Company received proceeds of $10.0 million from our insurers during the fourth quarter of fiscal 2016. Approximately $8.1 million has been recognized to date to offset the estimated loss on involuntary conversion and for cost of sales and general and administrative costs incurred to date related to the incident. The remaining $1.9 million is recorded in other accrued expenses on the consolidated balance sheets until the contingencies related to such proceeds are resolved. The Company anticipates additional insurance recoveries will be received for both property damage and business interruption. |
ACQUISITION
ACQUISITION | 3 Months Ended |
Jan. 29, 2017 | |
Business Combinations [Abstract] | |
ACQUISITION | ACQUISITION Fiscal 2016 acquisition On November 3, 2015, we acquired manufacturing operations in Hamilton, Ontario, Canada for cash consideration of $2.2 million , net of post-closing working capital adjustments. This business allows us to service customers more competitively within the Canadian and Northeastern United States insulated metal panel (“IMP”) markets. Because the business was acquired from a seller in connection with a divestment required by a regulatory authority, the fair value of net assets acquired exceeded the purchase consideration by $1.9 million , which was recorded as a non-taxable gain from bargain purchase in the unaudited consolidated statements of operations during the first quarter of fiscal 2016. The fair values of the assets acquired and liabilities assumed as part of this acquisition as of November 3, 2015, as determined in accordance with ASC Topic 805, were as follows (in thousands): November 3, 2015 Current assets $ 307 Property, plant and equipment 4,810 Assets acquired 5,117 Current liabilities assumed 380 Fair value of net assets acquired 4,737 Total cash consideration transferred 2,201 Deferred tax liabilities 672 Gain from bargain purchase $ (1,864 ) The results of operations for this business are included in our metal components segment. Pro forma financial information and other disclosures for this acquisition have not been presented as it is not material to the Company’s financial position or operating results. |
ACCOUNTING PRONOUNCEMENTS
ACCOUNTING PRONOUNCEMENTS | 3 Months Ended |
Jan. 29, 2017 | |
New Accounting Pronouncements and Changes in Accounting Principles [Abstract] | |
ACCOUNTING PRONOUNCMENTS | ACCOUNTING PRONOUNCEMENTS Adopted Accounting Pronouncements 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 ASC Topic 718, Compensation - Stock Compensation , as it relates to such awards. We adopted this guidance in our first quarter in fiscal 2017 on a prospective basis. The adoption of this guidance did not have any impact on our financial position or results of operations. 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. We adopted ASU 2015-01 prospectively in our first quarter in fiscal 2017. The adoption of this guidance did not have any impact on our financial position or results of operations. In April 2015, the FASB issued ASU 2015-04, Practical Expedient for the Measurement Date of an Employer’s Defined Benefit Obligation and Plan Assets . This ASU provides a practical expedient option to entities that have defined benefit plans and have a fiscal year end that does not coincide with a calendar month end. This ASU allows an entity to elect to measure defined benefit plan assets and obligations using the calendar month-end that is closest to its fiscal year end. We adopted ASU 2015-04 prospectively in our first quarter in fiscal 2017. The adoption of this standard did not have any impact on our consolidated financial statements as presented; however, the future impact of ASU 2015-04 will be dependent upon the nature of future significant events, if any, impacting the Company’s pension plans. In April 2015, the FASB issued ASU 2015-05, Intangibles — Goodwill and Other — Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Fees Paid in a Cloud Computing Arrangement . ASU 2015-05 provides guidance to customers about whether a cloud computing arrangement includes a software license. If a cloud computing arrangement includes a software license, the guidance specifies that the customer should account for the software license element of the arrangement consistent with the acquisition of other software licenses. ASU 2015-05 further specifies that the customer should account for a cloud computing arrangement as a service contract if the arrangement does not include a software license. We adopted ASU 2015-05 in our first quarter in fiscal 2017 on a prospective basis and, accordingly, the adoption of this guidance did not 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 on the balance sheet as a direct deduction from the carrying amount of the related debt liability instead of being presented as a separate asset. The retrospective adoption of this guidance in the first quarter of our fiscal 2017 resulted in a reclassification of approximately $7.7 million and $8.1 million in deferred financing costs as of January 29, 2017 and October 30, 2016 , respectively, associated with our Notes and Credit Agreement (as defined in Note 11 —Long-Term Debt and Note Payable) from other assets to long-term debt on our consolidated balance sheets. 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. Under this guidance, these costs may be presented as an asset and amortized ratably over the term of the line-of-credit arrangement, regardless of whether there are outstanding borrowings on the arrangement. We adopted this guidance in our first quarter in fiscal 2017 on a retrospective basis. The adoption of this guidance did not have any impact on our financial position as the deferred financing costs associated with our Amended ABL Facility remain classified in other assets on the consolidated balance sheets. Recent Accounting Pronouncements 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. During 2016, the FASB also issued ASU 2016-08, Revenue from Contracts with Customers: Principal versus Agent Considerations (Reporting Revenue Gross versus Net); ASU 2016-10, Revenue from Contracts with Customers: Identifying Performance Obligations and Licensing ; ASU 2016-11, Rescission of SEC Guidance Because of Accounting Standards Updates 2014-09 and 2014-16 Pursuant to Staff Announcements at the March 3, 2016 EITF Meeting ; and ASU 2016-12, Revenue from Contracts with Customers: Narrow-Scope Improvements and Practical Expedients; and ASU 2016-20, Technical Corrections and Improvements to Topic 606, Revenue from Contracts with Customers, all of which were issued to improve and clarify the guidance in ASU 2014-09. These ASUs are effective for our fiscal year ending November 3, 2019, including interim periods within that fiscal year, and will be adopted using either a full or modified retrospective approach. We are currently assessing the potential effects of these changes to our consolidated financial statements. In July 2015, the FASB issues 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, including interim periods within that fiscal year. 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 on the balance sheet as noncurrent. ASU 2015-17 is effective for our fiscal year ending October 28, 2018, including interim periods within that fiscal year. 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. In February 2016, the FASB issued ASU 2016-02, Leases , which will require lessees to record most leases on the balance sheet and modifies the classification criteria and accounting for sales-type leases and direct financing leases for lessors. ASU 2016-02 is effective for our fiscal year ending November 1, 2020, including interim periods within that fiscal year. The guidance requires entities to use a modified retrospective approach for leases that exist or are entered into after the beginning of the earliest comparative period in the financial statements. We are evaluating the impact that the adoption of this guidance will have on our consolidated financial statements. In March 2016, the FASB issued ASU 2016-09, Improvements to Employee Share-Based Payment Accounting , which is intended to simplify certain aspects of the accounting for share-based payment award transactions, including income tax effects when awards vest or settle, repurchase of employees’ shares to satisfy statutory tax withholding obligations, an option to account for forfeitures as they occur, and classification of certain amounts on the statement of cash flows. ASU 2016-09 is effective for our fiscal year ending October 28, 2018, including interim periods within that fiscal year. We are evaluating the impact that the adoption of this ASU will have on our consolidated financial statements. In June 2016, the FASB issued ASU 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. This ASU requires an entity to measure all expected credit losses for financial assets, including trade receivables, held at the reporting date based on historical experience, current conditions, and reasonable and supportable forecasts. Entities will now incorporate forward-looking information based on expected losses to estimate credit losses. ASU 2016-13 is effective for our fiscal year ending October 31, 2021, including interim periods within that fiscal year. We are evaluating the impact that the adoption of this ASU will have on our consolidated financial position, result of operations and cash flows. In August 2016, the FASB issued ASU No. 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments , which provides guidance on eight cash flow classification issues with the objective of reducing differences in practice. We will be required to adopt the amendments in this ASU in annual and interim periods for our fiscal year ending November 3, 2019, with early adoption permitted. Adoption is required to be on a retrospective basis, unless impracticable for any of the amendments, in which case a prospective application is permitted. We are evaluating the impact that ASU 2016-15 will have on our consolidated financial statements. In October 2016, the FASB issued ASU 2016-16, Income Taxes (Topic 740): Intra-Entity Transfers of Assets Other than Inventory , which eliminates the exception that prohibits the recognition of current and deferred income tax effects for intra-entity transfers of assets other than inventory until the asset has been sold to an outside party. We will be required to adopt the amendments in this ASU in the annual and interim periods for our fiscal year ending November 3, 2019, with early adoption permitted. The application of the amendments will require the use of a modified retrospective basis through a cumulative-effect adjustment to retained earnings as of the beginning of the period of adoption. We are evaluating the standard and the impact it will have on our consolidated financial statements. In November 2016, the FASB issued ASU 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash (a consensus of the FASB Emerging Issues Task Force) , which clarifies how entities should present restricted cash and restricted cash equivalents in the statement of cash flows. Entities will no longer present transfers between cash and cash equivalents and restricted cash and restricted cash equivalents in the statement of cash flows. An entity with a material balance of restricted cash and restricted cash equivalents must disclose information about the nature of the restrictions. We will be required to adopt this guidance on a retrospective basis in the annual and interim periods for our fiscal year ending November 3, 2019, with early adoption permitted. We are evaluating the impact ASU 2016-18 will have on our consolidated financial statements. In January 2017, the FASB issued ASU 2017-01, Business Combinations (Topic 805): Clarifying the Definition of a Business . This ASU adds guidance to assist entities with evaluating whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. Under the new guidance, if a single asset or group of similar identifiable assets comprise substantially all of the fair value of the gross assets acquired (or disposed of) in a transaction, the assets and related activities are not a business. Also, a minimum of an input process and a substantive process must be present and significantly contribute to the ability to create outputs in order to be considered a business. We will be required to adopt this guidance on a prospective basis in the annual and interim periods for our fiscal year ending November 3, 2019, with early adoption permitted. We are evaluating the impact ASU 2017-01 will have on our consolidated financial statements. In January 2017, the FASB issued ASU 2017-04, Intangibles — Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment . This ASU eliminates Step 2 from the goodwill impairment test and requires an entity to perform its goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount. Under this guidance, an entity should recognize an impairment charge for the amount by which the carrying amount exceeds the reporting unit’s fair value. We will be required to adopt the amendments in this ASU on a prospective basis in the annual and interim periods for our fiscal year ending October 31, 2021, with early adoption permitted. We are evaluating the impact ASU 2017-04 will have on our consolidated financial statements. |
RESTRUCTURING AND ASSET IMPAIRM
RESTRUCTURING AND ASSET IMPAIRMENTS | 3 Months Ended |
Jan. 29, 2017 | |
Restructuring and Related Activities [Abstract] | |
RESTRUCTURING AND ASSET IMPAIRMENTS | RESTRUCTURING AND ASSET IMPAIRMENTS As part of the plans developed in the fourth quarter of fiscal 2015 to improve ESG&A and manufacturing cost efficiency and to optimize our combined manufacturing footprint given the Company’s acquisitions and restructuring efforts, we incurred restructuring charges of $2.3 million , including $1.9 million and $0.3 million in the engineered building systems segment and metal components segment, respectively, during the three months ended January 29, 2017 . These charges primarily include severance related costs associated with the closing of two manufacturing facilities during the first quarter of fiscal 2017, including one facility each in our engineered building systems and metal components segments. For the three months ended January 31, 2016 , we incurred restructuring charges of $1.5 million , including approximately $0.5 million and $0.3 million of severance related costs in the engineered building systems segment and metal components segment, respectively, and $0.6 million of restructuring costs in corporate. The following table summarizes the costs and charges associated with the restructuring plans during the three months ended January 29, 2017 , which are recorded in restructuring and impairment charges in the Company’s consolidated statements of operations (in thousands): Fiscal Three Months Ended January 29, Cost Incurred To Date (since inception) General severance $ 888 $ 8,232 Plant closing severance 1,240 2,980 Asset impairments 125 5,969 Other restructuring costs 11 641 Total restructuring costs $ 2,264 $ 17,822 We expect to fully execute our plans in phases over the next 24 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 these plans. The following table summarizes our severance liability and cash payments made pursuant to the restructuring plans from inception through January 29, 2017 (in thousands): General Severance Plant Closing Severance Total Balance at November 2, 2014 $ — $ — $ — Costs incurred 3,887 1,575 5,462 Cash payments (2,941 ) (1,575 ) (4,516 ) Accrued severance (1) 739 — 739 Balance at November 1, 2015 $ 1,685 $ — $ 1,685 Costs incurred (1) 2,725 165 2,890 Cash payments (3,928 ) (165 ) (4,093 ) Balance at October 30, 2016 $ 482 $ — $ 482 Costs incurred 888 1,240 2,128 Cash payments (608 ) (1,219 ) (1,827 ) Balance at January 29, 2017 $ 762 $ 21 $ 783 (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 was entitled to severance benefit payments issuable in two installments. The termination benefits were measured initially at the separation dates based on the fair value of the liability as of the termination date and were recognized ratably over the future service period. Costs incurred during fiscal 2016 exclude $0.7 million of amortization expense associated with these termination benefits. |
INVENTORIES
INVENTORIES | 3 Months Ended |
Jan. 29, 2017 | |
Inventory Disclosure [Abstract] | |
INVENTORIES | INVENTORIES The components of inventory are as follows (in thousands): January 29, October 30, Raw materials $ 149,292 $ 145,060 Work in process and finished goods 42,464 41,764 $ 191,756 $ 186,824 |
ASSETS HELD FOR SALE
ASSETS HELD FOR SALE | 3 Months Ended |
Jan. 29, 2017 | |
Discontinued Operations and Disposal Groups [Abstract] | |
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 consider 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. The total carrying value of assets held for sale (primarily representing idled facilities in our engineered building systems segment) was $4.3 million and $4.3 million as of January 29, 2017 and October 30, 2016 , respectively. All of these assets continued to be actively marketed for sale or are under contract at January 29, 2017 . During the three months ended January 31, 2016, we completed the sale of an idle facility in Lockeford, California, along with related equipment, which had previously been classified in assets held for sale. In connection with the disposal of these assets, we received net cash proceeds of $3.1 million , and recognized a net gain of $0.7 million , which is included in gain on asset recovery in the consolidated statements of operations. Due to uncertainties in the estimation process, it is reasonably possible that actual results could differ from the estimates used in our historical analysis. Our assumptions about property sales prices require significant judgment because the current market is highly sensitive to changes in economic conditions. We determined 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 impairments if market conditions deteriorate. |
SHARE-BASED COMPENSATION
SHARE-BASED COMPENSATION | 3 Months Ended |
Jan. 29, 2017 | |
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. Awards are generally granted once per year, with the amounts and types of awards determined by the Compensation Committee of our Board of Directors (the “Committee”). 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 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. As of January 29, 2017 , 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 in annual increments over three to four years or earlier upon death, disability or a change of 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. Our time-based restricted stock awards are typically subject to graded vesting over a service period, which is typically three or 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 the case of performance-based awards, expense is recognized based upon management’s assessment of the probability that such performance conditions will be achieved. 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. Stock option awards During the three month periods ended January 29, 2017 and January 31, 2016 , we granted 10,424 and 28,535 stock options, respectively. The grant date fair value of options granted during the three month periods ended January 29, 2017 and January 31, 2016 was $6.59 and $5.38 , respectively. There were 0.1 million options with an intrinsic value of $0.9 million exercised during the three months ended January 29, 2017 . Cash received from the option exercises was $1.0 million . Restricted stock and performance awards Long-term incentive awards granted to our senior executives generally have a three-year performance period. Long-term incentive awards include restricted stock units and PSUs representing 40% and 60% of the total value, respectively. The restricted stock units vest upon continued employment. Vesting of the PSUs is contingent upon continued employment and the achievement of targets with respect to the following metrics, as defined by management: (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. At the end of the performance period, the number of actual shares to be awarded varies between 0% and 200% of target amounts. 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 the Company 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 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 the Company without cause or after reaching normal retirement age, the unvested restricted stock will be forfeited. If a change in control occurs prior to the end of the performance period, the restricted stock will fully vest. The fair value of the awards is based on the Company’s stock price as of the date of grant. During the three month periods ended January 29, 2017 and January 31, 2016 , we granted PSUs with a total fair value of approximately $4.6 million and $5.2 million , respectively, to the Company’s senior executives. Performance Share Awards granted to our key employees are paid 50% in cash and 50% in stock. Vesting of Performance Share Awards is contingent upon continued employment and the achievement of free cash flow and earnings per share targets, as defined by management, over a three-year performance period. At the end of the performance period, the number of actual shares to be awarded varies between 0% and 150% of target amounts. However, a minimum of 50% of the awards will vest upon continued employment over the three -year period if the minimum targets are not met. The Performance Share Awards vest earlier upon death, disability or a change of control. A portion of the awards also vests upon 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. During the three months ended January 29, 2017 and January 31, 2016 , we granted awards to key employees with equity fair values of $2.0 million and $2.4 million and cash values of $2.0 million and $2.1 million , respectively. On December 15, 2016, the performance period ended for certain PSUs granted to senior executives in December 2014 and the Performance Share Awards granted to key employees in December 2013. The PSUs vested at 149.3% , and resulted in the issuance of 0.1 million shares, net of shares withheld for taxes. The Performance Share Awards vested at 50.0% , and resulted in the issuance of less than 0.1 million shares, net of shares withheld for taxes. For the restricted stock units granted in December 2016 and 2015 to our senior executives, one-third vests annually. The restricted stock units granted in December 2014 to our senior executives vested two-thirds on December 15, 2016 and the remaining one-third vests on December 15, 2017. The PSUs granted in December 2016 and 2015 to our senior executives cliff vest at the end of the respective three-year performance period. The PSUs granted in December 2014 to our senior executives vested one-half on December 15, 2016 and the remaining one-half vests on December 15, 2017. During the three months ended January 29, 2017 and January 31, 2016 , we granted time-based restricted stock units with a fair value of $3.8 million , representing 0.2 million shares, and $3.9 million , representing 0.3 million shares, respectively. During the three month periods ended January 29, 2017 and January 31, 2016 , we recorded share-based compensation expense for all awards of $3.0 million and $2.6 million , respectively. Deferred Compensation In accordance with the Company’s Deferred Compensation Plan, amounts deferred into the Company Stock Fund must remain invested in the Company Stock Fund until distribution. The deferred compensation obligation related to the Company’s stock may only be settled by the delivery of a fixed number of the Company’s common shares held on the participant’s behalf. As a result, we have a deferred compensation obligation of $1.4 million related to the Company Stock Fund that is recorded within equity in additional paid-in capital on the consolidated balance sheet as of January 29, 2017 . Subsequent changes in the fair value of the deferred compensation obligation classified within equity are not recognized. Additionally, the Company currently holds 164,663 shares in treasury shares, relating to deferred, vested PSU awards, until participants are eligible to receive benefits under the terms of the Deferred Compensation Plan. |
EARNINGS PER COMMON SHARE
EARNINGS PER COMMON SHARE | 3 Months Ended |
Jan. 29, 2017 | |
Earnings Per Share [Abstract] | |
EARNINGS PER COMMON SHARE | EARNINGS PER COMMON SHARE Basic earnings per common share is computed by dividing net income allocated to common shares by the weighted average number of common shares outstanding. Diluted earnings 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 earnings per common share is as follows (in thousands, except per share data): Fiscal Three Months Ended January 29, January 31, Numerator for Basic and Diluted Earnings Per Common Share: Net income applicable to common shares $ 2,031 $ 5,835 Denominator for Basic and Diluted Earnings Per Common Share: Weighted average basic number of common shares outstanding 70,875 73,261 Common stock equivalents: Employee stock options 135 508 PSUs and Performance Share Awards 78 2 Weighted average diluted number of common shares outstanding 71,088 73,771 Basic earnings per common share $ 0.03 $ 0.08 Diluted earnings per common share $ 0.03 $ 0.08 Incentive Plan securities excluded from dilution (1) 2 18 (1) Represents securities not included in the computation of diluted earnings per common share because their effect would have been anti-dilutive. We calculate earnings per share using the “two-class” method, whereby unvested share-based payment awards that contain nonforfeitable rights to dividends or dividend equivalents are “participating securities” and, therefore, these participating securities are treated as a separate class in computing earnings per share. The calculation of earnings per share presented here excludes the income attributable to unvested restricted stock units related to our Incentive Plan from the numerator and excludes the dilutive impact of those shares from the denominator. Awards subject to the achievement of performance conditions or market conditions for which such conditions had been met at the end of any of the fiscal periods presented are included in the computation of diluted earnings per common share if their effect was dilutive. |
WARRANTY
WARRANTY | 3 Months Ended |
Jan. 29, 2017 | |
Product Warranties Disclosures [Abstract] | |
WARRANTY | WARRANTY We sell weathertightness warranties to our customers for protection from leaks in our roofing systems related to weather. These warranties generally range from 2 years to 20 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 on our consolidated balance sheets. The following table represents the rollforward of our accrued warranty obligation and deferred warranty revenue activity for each of the fiscal three months ended (in thousands): Fiscal Three Months Ended January 29, January 31, Beginning balance $ 27,200 $ 25,669 Warranties sold 606 746 Revenue recognized (772 ) (862 ) Ending balance $ 27,034 $ 25,553 |
DEFINED BENEFIT PLANS
DEFINED BENEFIT PLANS | 3 Months Ended |
Jan. 29, 2017 | |
Compensation and Retirement Disclosure [Abstract] | |
DEFINED BENEFIT PLANS | DEFINED BENEFIT PLANS RCC Pension Plan — With the acquisition of Robertson-Ceco II Corporation (“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 and master limited partnerships. CENTRIA Benefit Plans — 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”) and are closed to new participants. Benefits under the CENTRIA Benefit Plans are calculated based on fixed amounts for each year of service rendered, although benefits accruals for one of the plans previously ceased. Plan assets of the CENTRIA Benefit Plans are invested in broadly diversified portfolios of domestic and international equity mutual funds, bonds, mortgages and other funds. CENTRIA also sponsors postretirement medical and life insurance plans that cover certain of its employees and their spouses (the “OPEB Plans”). 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 . The current contract expires on June 1, 2019. If we were to withdraw our participation from this multi-employer plan, CENTRIA may be required to pay a withdrawal liability representing an amount based on the underfunded status of the plan. The plan is not significant to the Company’s consolidated financial statements. We refer to the RCC Pension Plan and the CENTRIA Benefit Plans collectively as the “Defined Benefit Plans” in this Note. The following table sets forth the components of the net periodic benefit cost, before tax, and funding contributions, for the periods indicated (in thousands): Fiscal Three Months Ended Fiscal Three Months Ended Defined OPEB Total Defined OPEB Total Service cost $ 24 $ 9 $ 33 $ (3 ) $ 5 $ 2 Interest cost 513 64 577 439 38 477 Expected return on assets (700 ) — (700 ) (453 ) — (453 ) Amortization of prior service credit (2 ) — (2 ) (2 ) — (2 ) Amortization of net actuarial loss 344 — 344 292 — 292 Net periodic benefit cost $ 179 $ 73 $ 252 $ 273 $ 43 $ 316 Funding contributions $ 234 $ — $ 234 $ 371 $ — $ 371 We expect to contribute an additional $1.7 million to the Defined Benefit Plans for the remainder of fiscal 2017. Our policy is to fund the CENTRIA Benefit Plans as required by minimum funding standards of the Internal Revenue Code. The contributions to the OPEB Plans by retirees vary from none to 25% of the total premiums paid. |
LONG-TERM DEBT AND NOTE PAYABLE
LONG-TERM DEBT AND NOTE PAYABLE | 3 Months Ended |
Jan. 29, 2017 | |
Debt Disclosure [Abstract] | |
LONG-TERM DEBT AND NOTE PAYABLE | LONG-TERM DEBT AND NOTE PAYABLE Debt is comprised of the following (in thousands): January 29, October 30, Credit Agreement, due June 2019 (variable interest, at 4.25% on January 29, 2017 and on October 30, 2016) $ 144,147 $ 154,147 8.25% senior notes, due January 2023 250,000 250,000 Amended Asset-Based lending facility, due June 2019 (variable interest, at our option as described below) — — Less: unamortized deferred financing costs (1) 7,719 8,096 Total long-term debt, net of deferred financing costs $ 386,428 $ 396,051 (1) Includes the unamortized deferred financing costs associated with the Notes and Credit Agreement. The unamortized deferred financing costs associated with the Amended ABL Facility of $0.9 million and $1.1 million as of January 29, 2017 and October 30, 2016, respectively, are classified in other assets on the consolidated balance sheets. 8.25% Senior Notes Due January 2023 The Company’s $250.0 million in aggregate principal amount of 8.25% senior notes due 2023 (the “Notes”) bear interest at 8.25% per annum and will mature on January 15, 2023. Interest is payable semi-annually in arrears on January 15 and July 15 of each year. 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) set forth below, plus accrued and unpaid interest, if any, to the applicable redemption date of the Notes, if redeemed during the 12-month period beginning on January 15 of the year as follows: Year Percentage 2018 106.188% 2019 104.125% 2020 102.063% 2021 and thereafter 100.000% In addition, prior to January 15, 2018, the Company may redeem the Notes in an aggregate principal amount of 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. Credit Agreement The Company’s Credit Agreement provided for a term loan credit facility (“Term Loan”) in an original aggregate principal amount of $250.0 million . The Credit Agreement will mature on June 24, 2019. The Term Loan amortizes in nominal quarterly installments equal to one percent of the aggregate initial principal amount thereof per annum. The Term Loan 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 January 29, 2017 and October 30, 2016 , the interest rate on the Term Loan was 4.25% . During each of the three month periods ended January 29, 2017 and January 31, 2016 , the Company made voluntary prepayments of $10.0 million on the outstanding principal amount of the Term Loan. Amended ABL Facility The Company’s Asset-Based Lending Facility (“Amended ABL Facility”) provides for revolving loans of up to $150.0 million (subject to a borrowing base) and letters of credit of up to $30.0 million . 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 January 29, 2017 and October 30, 2016 , the Company’s excess availability under the Amended ABL Facility was $140.9 million and $140.9 million , respectively. The Company borrowed and fully repaid $30.0 million under the Amended ABL Facility during the three months ended January 29, 2017 . At both January 29, 2017 and October 30, 2016 , the Company had no revolving loans outstanding under the Amended ABL Facility. In addition, at January 29, 2017 and October 30, 2016 , standby letters of credit related to certain insurance policies totaling approximately $9.1 million and $9.1 million , respectively, were outstanding but undrawn under the Amended ABL Facility. The Amended ABL Facility will mature on June 24, 2019. The Amended ABL Facility includes a minimum fixed charge coverage ratio of one to one, which will apply if we fail to maintain a specified minimum borrowing capacity. The minimum level of borrowing capacity as of January 29, 2017 and October 30, 2016 was $21.1 million and $21.1 million , respectively. Although the Amended ABL Facility did not require any financial covenant compliance, at January 29, 2017 and October 30, 2016 , NCI’s fixed charge coverage ratio as of those dates, which is calculated on a trailing twelve month basis, was 2.81 :1.00 and 2.86 :1.00, respectively. Loans under the Amended ABL Facility bear interest, at NCI’s 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. An unused commitment fee is paid monthly on the Amended ABL Facility at an annual rate of 0.50% based on the amount by which the maximum credit exceeds the average daily principal balance of outstanding loans and letter of credit obligations. Additional customary fees in connection with the Amended ABL Facility also apply. For additional information on the Notes, Credit Agreement and the Amended ABL Facility, including guarantees and security, see our Annual Report on Form 10-K for the fiscal year ended October 30, 2016 . Debt Covenants The Company’s outstanding debt agreements contain a number of covenants that, among other things, limit or restrict the ability of the Company and its subsidiaries to dispose of assets, make acquisitions and engage in mergers. As of January 29, 2017 , the Company was in compliance with all covenants that were in effect on such date. For additional information, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K for the fiscal year ended October 30, 2016 . Insurance Note Payable As of October 30, 2016 , the Company had an outstanding note payable in the amount of $0.5 million related to financed insurance premiums. Insurance premium financings are generally secured by the unearned premiums under such policies. |
CD&R FUNDS
CD&R FUNDS | 3 Months Ended |
Jan. 29, 2017 | |
Equity [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 Clayton, Dubilier & Rice Fund VIII, L.P. (“CD&R Fund VIII”). In connection with the Investment Agreement and the Stockholders Agreement dated October 20, 2009 (the “Stockholders Agreement”), the CD&R Fund VIII and the Clayton, Dubilier & Rice Friends & Family Fund VIII, L.P. (collectively, the “CD&R Funds”) purchased convertible preferred stock, which was converted into shares of our common stock on May 14, 2013. At January 29, 2017 and October 30, 2016 , the CD&R Funds owned approximately 42.3% and 42.3% , respectively, of the outstanding shares of our common stock. See “Transactions with Related Persons” in our Proxy Statement on Schedule 14A, as filed with the SEC on January 25, 2017, for a description of the rights held by the CD&R Funds under the terms and conditions of the Investment Agreement and the Stockholders Agreement. |
STOCK REPURCHASE PROGRAM
STOCK REPURCHASE PROGRAM | 3 Months Ended |
Jan. 29, 2017 | |
Equity [Abstract] | |
STOCK REPURCHASE PROGRAM | STOCK REPURCHASE PROGRAM On September 8, 2016, the Company’s Board of Directors authorized a stock repurchase program for the repurchase of up to an aggregate of $50.0 million of the Company’s outstanding common stock. Under this repurchase program, the Company is authorized to repurchase shares, if at all, at times and in amounts that it deems appropriate in accordance with all applicable securities laws and regulations. Shares repurchased are usually retired. There is no time limit on the duration of the program. During the three months ended January 29, 2017 , the Company repurchased approximately 0.2 million shares for $3.5 million under the stock repurchase program. At January 29, 2017 , approximately $39.9 million remained available for stock repurchases under the program. The timing and method of any repurchases, which will depend on a variety of factors, including market conditions, are subject to results of operations, financial conditions, cash requirements and other factors, and may be suspended or discontinued at any time. In addition to the common stock repurchased during the three months ended January 29, 2017 , the Company also withheld shares of stock to satisfy minimum tax withholding obligations arising in connection with the vesting of stock awards, which are included in treasury stock purchases in the consolidated statements of stockholders’ equity. |
FAIR VALUE OF FINANCIAL INSTRUM
FAIR VALUE OF FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS | 3 Months Ended |
Jan. 29, 2017 | |
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, accounts payable and notes payable approximate fair value as of January 29, 2017 and October 30, 2016 because of their relatively short maturities. The fair values of the remaining financial instruments not currently recognized at fair value on our consolidated balance sheets at the respective fiscal period ends were (in thousands): January 29, 2017 October 30, 2016 Carrying Amount Fair Value Carrying Amount Fair Value Credit Agreement, due June 2019 $ 144,147 $ 143,426 $ 154,147 $ 154,147 8.25% senior notes, due January 2023 250,000 271,875 250,000 272,500 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 January 29, 2017 and October 30, 2016 . 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, representative of Level 3 inputs. As of January 29, 2017, no assets held for sale had a fair value less cost to sell below the carrying amount. 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 markets in which the money market and mutual funds are traded. The following tables summarize information regarding our financial assets and liabilities that are measured at fair value on a recurring basis as of January 29, 2017 and October 30, 2016 , segregated by the level of the valuation inputs within the fair value hierarchy utilized to measure fair value (in thousands): January 29, 2017 Level 1 Level 2 Level 3 Total Assets: Short-term investments in deferred compensation plan: (1) Money market $ 1,118 $ — $ — $ 1,118 Mutual funds – Growth 847 — — 847 Mutual funds – Blend 1,707 — — 1,707 Mutual funds – Foreign blend 749 — — 749 Mutual funds – Fixed income — 1,495 — 1,495 Total short-term investments in deferred compensation plan 4,421 1,495 — 5,916 Total assets $ 4,421 $ 1,495 $ — $ 5,916 Liabilities: Deferred compensation plan liability $ — $ 4,175 $ — $ 4,175 Total liabilities $ — $ 4,175 $ — $ 4,175 October 30, 2016 Level 1 Level 2 Level 3 Total Assets: Short-term investments in deferred compensation plan: (1) Money market $ 422 $ — $ — $ 422 Mutual funds – Growth 773 — — 773 Mutual funds – Blend 3,118 — — 3,118 Mutual funds – Foreign blend 730 — — 730 Mutual funds – Fixed income — 705 — 705 Total short-term investments in deferred compensation plan 5,043 705 — 5,748 Total assets $ 5,043 $ 705 $ — $ 5,748 Liabilities: Deferred compensation plan liability $ — $ 3,847 $ — $ 3,847 Total liabilities $ — $ 3,847 $ — $ 3,847 (1) Unrealized holding losses for the three months ended January 29, 2017 and January 31, 2016 were $(0.5) million and $(0.4) million , respectively. The net unrealized holding gain was insignificant for the fiscal year ended October 30, 2016 . These unrealized holding gains (losses) were substantially offset by changes in the deferred compensation plan liability. |
INCOME TAXES
INCOME TAXES | 3 Months Ended |
Jan. 29, 2017 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | INCOME TAXES The reconciliation of income tax computed at the statutory tax rate to the effective income tax rate is as follows: Fiscal Three Months Ended January 29, 2017 January 31, 2016 Statutory federal income tax rate 35.0 % 35.0 % State income taxes 4.1 % 3.4 % Domestic production activities deduction (3.3 )% (3.2 )% Non-deductible expenses 1.4 % 0.9 % Tax credits (1.1 )% (1.2 )% China valuation allowance 1.9 % 0.9 % One-time adjustment due to tax law change — % (6.5 )% Nontaxable gain from bargain purchase — % (1.4 )% Other 0.5 % 1.5 % Effective tax rate 38.5 % 29.4 % The increase in the effective tax rate was primarily the result of the one-time adjustment in fiscal 2016 related to the research and development credit for fiscal 2015 that was permanently extended in the Protecting Americans from Tax Hikes Act of 2015 and was signed into law in fiscal 2016 as well as the nontaxable gain on bargain purchase from the Hamilton acquisition (See Note 2 — Acquisition). There were no similar items in the first quarter of fiscal 2017. The ongoing benefit for the research and development credit in fiscal years 2017 and 2016 described above is reflected in “Tax credits” in the table above. |
OPERATING SEGMENTS
OPERATING SEGMENTS | 3 Months Ended |
Jan. 29, 2017 | |
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. 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 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 amounts primarily include interest income, interest expense and other (expense) income. The following table represents summary financial data attributable to these operating segments for the periods indicated (in thousands): Fiscal Three Months Ended January 29, January 31, Total sales: Engineered building systems $ 151,263 $ 148,975 Metal components 245,300 230,456 Metal coil coating 64,202 51,206 Intersegment sales (69,062 ) (60,623 ) Total sales $ 391,703 $ 370,014 External sales: Engineered building systems $ 145,021 $ 145,950 Metal components 218,959 202,901 Metal coil coating 27,723 21,163 Total sales $ 391,703 $ 370,014 Operating income (loss): Engineered building systems $ 6,503 $ 12,462 Metal components 16,030 16,104 Metal coil coating 5,244 4,819 Corporate (17,891 ) (18,126 ) Total operating income $ 9,886 $ 15,259 Unallocated other expense, net (6,572 ) (6,914 ) Income before income taxes $ 3,314 $ 8,345 January 29, October 30, 2016 Total assets: Engineered building systems $ 223,341 $ 229,422 Metal components 646,624 654,534 Metal coil coating 79,015 87,194 Corporate 30,430 79,050 Total assets $ 979,410 $ 1,050,200 |
CONTINGENCIES
CONTINGENCIES | 3 Months Ended |
Jan. 29, 2017 | |
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 ongoing 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. |
SUMMARY OF SIGNIFICANT ACCOUN26
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 3 Months Ended |
Jan. 29, 2017 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying unaudited consolidated financial statements for NCI Building Systems, Inc. (together with its subsidiaries, unless otherwise indicated, the “Company,” “NCI,” “we,” “us” or “our”) have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, the unaudited consolidated financial statements included herein contain all adjustments, which consist of normal recurring adjustments, necessary to fairly present our financial position, results of operations and cash flows for the periods indicated. Operating results for the fiscal three month period ended January 29, 2017 are not necessarily indicative of the results that may be expected for the fiscal year ending October 29, 2017 . Our sales and earnings are subject to both seasonal and cyclical trends and are influenced by general economic conditions, interest rates, the price of steel relative to other building materials, the level of nonresidential construction activity, roof repair and retrofit demand and the availability and cost of financing for construction projects. For further information, refer to the consolidated financial statements and footnotes thereto included in our Annual Report on Form 10-K for the fiscal year ended October 30, 2016 filed with the Securities and Exchange Commission (the “SEC”) on January 9, 2017. |
Reporting Periods | Reporting Periods We use a four-four-five week calendar each quarter with our fiscal year end being on the Sunday closest to October 31. The year end for fiscal 2017 is October 29, 2017 . |
Involuntary Conversion | Involuntary Conversion In June 2016, the Company experienced a fire at a facility in the metal components segment. We estimate that fixed assets with a net book value of approximately $6.5 million were impaired as a result of the fire. The Company received proceeds of $10.0 million from our insurers during the fourth quarter of fiscal 2016. Approximately $8.1 million has been recognized to date to offset the estimated loss on involuntary conversion and for cost of sales and general and administrative costs incurred to date related to the incident. The remaining $1.9 million is recorded in other accrued expenses on the consolidated balance sheets until the contingencies related to such proceeds are resolved. The Company anticipates additional insurance recoveries will be received for both property damage and business interruption. |
Adopted Accounting Pronouncements and Recent Accounting Pronouncements | Adopted Accounting Pronouncements 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 ASC Topic 718, Compensation - Stock Compensation , as it relates to such awards. We adopted this guidance in our first quarter in fiscal 2017 on a prospective basis. The adoption of this guidance did not have any impact on our financial position or results of operations. 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. We adopted ASU 2015-01 prospectively in our first quarter in fiscal 2017. The adoption of this guidance did not have any impact on our financial position or results of operations. In April 2015, the FASB issued ASU 2015-04, Practical Expedient for the Measurement Date of an Employer’s Defined Benefit Obligation and Plan Assets . This ASU provides a practical expedient option to entities that have defined benefit plans and have a fiscal year end that does not coincide with a calendar month end. This ASU allows an entity to elect to measure defined benefit plan assets and obligations using the calendar month-end that is closest to its fiscal year end. We adopted ASU 2015-04 prospectively in our first quarter in fiscal 2017. The adoption of this standard did not have any impact on our consolidated financial statements as presented; however, the future impact of ASU 2015-04 will be dependent upon the nature of future significant events, if any, impacting the Company’s pension plans. In April 2015, the FASB issued ASU 2015-05, Intangibles — Goodwill and Other — Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Fees Paid in a Cloud Computing Arrangement . ASU 2015-05 provides guidance to customers about whether a cloud computing arrangement includes a software license. If a cloud computing arrangement includes a software license, the guidance specifies that the customer should account for the software license element of the arrangement consistent with the acquisition of other software licenses. ASU 2015-05 further specifies that the customer should account for a cloud computing arrangement as a service contract if the arrangement does not include a software license. We adopted ASU 2015-05 in our first quarter in fiscal 2017 on a prospective basis and, accordingly, the adoption of this guidance did not 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 on the balance sheet as a direct deduction from the carrying amount of the related debt liability instead of being presented as a separate asset. The retrospective adoption of this guidance in the first quarter of our fiscal 2017 resulted in a reclassification of approximately $7.7 million and $8.1 million in deferred financing costs as of January 29, 2017 and October 30, 2016 , respectively, associated with our Notes and Credit Agreement (as defined in Note 11 —Long-Term Debt and Note Payable) from other assets to long-term debt on our consolidated balance sheets. 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. Under this guidance, these costs may be presented as an asset and amortized ratably over the term of the line-of-credit arrangement, regardless of whether there are outstanding borrowings on the arrangement. We adopted this guidance in our first quarter in fiscal 2017 on a retrospective basis. The adoption of this guidance did not have any impact on our financial position as the deferred financing costs associated with our Amended ABL Facility remain classified in other assets on the consolidated balance sheets. Recent Accounting Pronouncements 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. During 2016, the FASB also issued ASU 2016-08, Revenue from Contracts with Customers: Principal versus Agent Considerations (Reporting Revenue Gross versus Net); ASU 2016-10, Revenue from Contracts with Customers: Identifying Performance Obligations and Licensing ; ASU 2016-11, Rescission of SEC Guidance Because of Accounting Standards Updates 2014-09 and 2014-16 Pursuant to Staff Announcements at the March 3, 2016 EITF Meeting ; and ASU 2016-12, Revenue from Contracts with Customers: Narrow-Scope Improvements and Practical Expedients; and ASU 2016-20, Technical Corrections and Improvements to Topic 606, Revenue from Contracts with Customers, all of which were issued to improve and clarify the guidance in ASU 2014-09. These ASUs are effective for our fiscal year ending November 3, 2019, including interim periods within that fiscal year, and will be adopted using either a full or modified retrospective approach. We are currently assessing the potential effects of these changes to our consolidated financial statements. In July 2015, the FASB issues 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, including interim periods within that fiscal year. 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 on the balance sheet as noncurrent. ASU 2015-17 is effective for our fiscal year ending October 28, 2018, including interim periods within that fiscal year. 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. In February 2016, the FASB issued ASU 2016-02, Leases , which will require lessees to record most leases on the balance sheet and modifies the classification criteria and accounting for sales-type leases and direct financing leases for lessors. ASU 2016-02 is effective for our fiscal year ending November 1, 2020, including interim periods within that fiscal year. The guidance requires entities to use a modified retrospective approach for leases that exist or are entered into after the beginning of the earliest comparative period in the financial statements. We are evaluating the impact that the adoption of this guidance will have on our consolidated financial statements. In March 2016, the FASB issued ASU 2016-09, Improvements to Employee Share-Based Payment Accounting , which is intended to simplify certain aspects of the accounting for share-based payment award transactions, including income tax effects when awards vest or settle, repurchase of employees’ shares to satisfy statutory tax withholding obligations, an option to account for forfeitures as they occur, and classification of certain amounts on the statement of cash flows. ASU 2016-09 is effective for our fiscal year ending October 28, 2018, including interim periods within that fiscal year. We are evaluating the impact that the adoption of this ASU will have on our consolidated financial statements. In June 2016, the FASB issued ASU 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. This ASU requires an entity to measure all expected credit losses for financial assets, including trade receivables, held at the reporting date based on historical experience, current conditions, and reasonable and supportable forecasts. Entities will now incorporate forward-looking information based on expected losses to estimate credit losses. ASU 2016-13 is effective for our fiscal year ending October 31, 2021, including interim periods within that fiscal year. We are evaluating the impact that the adoption of this ASU will have on our consolidated financial position, result of operations and cash flows. In August 2016, the FASB issued ASU No. 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments , which provides guidance on eight cash flow classification issues with the objective of reducing differences in practice. We will be required to adopt the amendments in this ASU in annual and interim periods for our fiscal year ending November 3, 2019, with early adoption permitted. Adoption is required to be on a retrospective basis, unless impracticable for any of the amendments, in which case a prospective application is permitted. We are evaluating the impact that ASU 2016-15 will have on our consolidated financial statements. In October 2016, the FASB issued ASU 2016-16, Income Taxes (Topic 740): Intra-Entity Transfers of Assets Other than Inventory , which eliminates the exception that prohibits the recognition of current and deferred income tax effects for intra-entity transfers of assets other than inventory until the asset has been sold to an outside party. We will be required to adopt the amendments in this ASU in the annual and interim periods for our fiscal year ending November 3, 2019, with early adoption permitted. The application of the amendments will require the use of a modified retrospective basis through a cumulative-effect adjustment to retained earnings as of the beginning of the period of adoption. We are evaluating the standard and the impact it will have on our consolidated financial statements. In November 2016, the FASB issued ASU 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash (a consensus of the FASB Emerging Issues Task Force) , which clarifies how entities should present restricted cash and restricted cash equivalents in the statement of cash flows. Entities will no longer present transfers between cash and cash equivalents and restricted cash and restricted cash equivalents in the statement of cash flows. An entity with a material balance of restricted cash and restricted cash equivalents must disclose information about the nature of the restrictions. We will be required to adopt this guidance on a retrospective basis in the annual and interim periods for our fiscal year ending November 3, 2019, with early adoption permitted. We are evaluating the impact ASU 2016-18 will have on our consolidated financial statements. In January 2017, the FASB issued ASU 2017-01, Business Combinations (Topic 805): Clarifying the Definition of a Business . This ASU adds guidance to assist entities with evaluating whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. Under the new guidance, if a single asset or group of similar identifiable assets comprise substantially all of the fair value of the gross assets acquired (or disposed of) in a transaction, the assets and related activities are not a business. Also, a minimum of an input process and a substantive process must be present and significantly contribute to the ability to create outputs in order to be considered a business. We will be required to adopt this guidance on a prospective basis in the annual and interim periods for our fiscal year ending November 3, 2019, with early adoption permitted. We are evaluating the impact ASU 2017-01 will have on our consolidated financial statements. In January 2017, the FASB issued ASU 2017-04, Intangibles — Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment . This ASU eliminates Step 2 from the goodwill impairment test and requires an entity to perform its goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount. Under this guidance, an entity should recognize an impairment charge for the amount by which the carrying amount exceeds the reporting unit’s fair value. We will be required to adopt the amendments in this ASU on a prospective basis in the annual and interim periods for our fiscal year ending October 31, 2021, with early adoption permitted. We are evaluating the impact ASU 2017-04 will have on our consolidated financial statements. |
ACQUISITIONS (Tables)
ACQUISITIONS (Tables) | 3 Months Ended |
Jan. 29, 2017 | |
Business Combinations [Abstract] | |
Schedule of Estimated Fair Value of Assets and Liabilities Assumed from Acquisition | The fair values of the assets acquired and liabilities assumed as part of this acquisition as of November 3, 2015, as determined in accordance with ASC Topic 805, were as follows (in thousands): November 3, 2015 Current assets $ 307 Property, plant and equipment 4,810 Assets acquired 5,117 Current liabilities assumed 380 Fair value of net assets acquired 4,737 Total cash consideration transferred 2,201 Deferred tax liabilities 672 Gain from bargain purchase $ (1,864 ) |
RESTRUCTURING AND ASSET IMPAI28
RESTRUCTURING AND ASSET IMPAIRMENTS (Tables) | 3 Months Ended |
Jan. 29, 2017 | |
Restructuring and Related Activities [Abstract] | |
Restructuring Plan Costs and Charges | The following table summarizes the costs and charges associated with the restructuring plans during the three months ended January 29, 2017 , which are recorded in restructuring and impairment charges in the Company’s consolidated statements of operations (in thousands): Fiscal Three Months Ended January 29, Cost Incurred To Date (since inception) General severance $ 888 $ 8,232 Plant closing severance 1,240 2,980 Asset impairments 125 5,969 Other restructuring costs 11 641 Total restructuring costs $ 2,264 $ 17,822 |
Restructuring Liability and Cash Payments | The following table summarizes our severance liability and cash payments made pursuant to the restructuring plans from inception through January 29, 2017 (in thousands): General Severance Plant Closing Severance Total Balance at November 2, 2014 $ — $ — $ — Costs incurred 3,887 1,575 5,462 Cash payments (2,941 ) (1,575 ) (4,516 ) Accrued severance (1) 739 — 739 Balance at November 1, 2015 $ 1,685 $ — $ 1,685 Costs incurred (1) 2,725 165 2,890 Cash payments (3,928 ) (165 ) (4,093 ) Balance at October 30, 2016 $ 482 $ — $ 482 Costs incurred 888 1,240 2,128 Cash payments (608 ) (1,219 ) (1,827 ) Balance at January 29, 2017 $ 762 $ 21 $ 783 (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 was entitled to severance benefit payments issuable in two installments. The termination benefits were measured initially at the separation dates based on the fair value of the liability as of the termination date and were recognized ratably over the future service period. Costs incurred during fiscal 2016 exclude $0.7 million of amortization expense associated with these termination benefits. |
INVENTORIES (Tables)
INVENTORIES (Tables) | 3 Months Ended |
Jan. 29, 2017 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventory Components | The components of inventory are as follows (in thousands): January 29, October 30, Raw materials $ 149,292 $ 145,060 Work in process and finished goods 42,464 41,764 $ 191,756 $ 186,824 |
EARNINGS PER COMMON SHARE (Tabl
EARNINGS PER COMMON SHARE (Tables) | 3 Months Ended |
Jan. 29, 2017 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings Per Share, Basic and Diluted | The reconciliation of the numerator and denominator used for the computation of basic and diluted earnings per common share is as follows (in thousands, except per share data): Fiscal Three Months Ended January 29, January 31, Numerator for Basic and Diluted Earnings Per Common Share: Net income applicable to common shares $ 2,031 $ 5,835 Denominator for Basic and Diluted Earnings Per Common Share: Weighted average basic number of common shares outstanding 70,875 73,261 Common stock equivalents: Employee stock options 135 508 PSUs and Performance Share Awards 78 2 Weighted average diluted number of common shares outstanding 71,088 73,771 Basic earnings per common share $ 0.03 $ 0.08 Diluted earnings per common share $ 0.03 $ 0.08 Incentive Plan securities excluded from dilution (1) 2 18 (1) Represents securities not included in the computation of diluted earnings per common share because their effect would have been anti-dilutive. |
WARRANTY (Tables)
WARRANTY (Tables) | 3 Months Ended |
Jan. 29, 2017 | |
Product Warranties Disclosures [Abstract] | |
Schedule of Acquired Accrued Warranty Obligation and Deferred Warranty Revenue | The following table represents the rollforward of our accrued warranty obligation and deferred warranty revenue activity for each of the fiscal three months ended (in thousands): Fiscal Three Months Ended January 29, January 31, Beginning balance $ 27,200 $ 25,669 Warranties sold 606 746 Revenue recognized (772 ) (862 ) Ending balance $ 27,034 $ 25,553 |
DEFINED BENEFIT PLANS (Tables)
DEFINED BENEFIT PLANS (Tables) | 3 Months Ended |
Jan. 29, 2017 | |
Compensation and Retirement Disclosure [Abstract] | |
Schedule of Accumulated and Projected Benefit Obligations | The following table sets forth the components of the net periodic benefit cost, before tax, and funding contributions, for the periods indicated (in thousands): Fiscal Three Months Ended Fiscal Three Months Ended Defined OPEB Total Defined OPEB Total Service cost $ 24 $ 9 $ 33 $ (3 ) $ 5 $ 2 Interest cost 513 64 577 439 38 477 Expected return on assets (700 ) — (700 ) (453 ) — (453 ) Amortization of prior service credit (2 ) — (2 ) (2 ) — (2 ) Amortization of net actuarial loss 344 — 344 292 — 292 Net periodic benefit cost $ 179 $ 73 $ 252 $ 273 $ 43 $ 316 Funding contributions $ 234 $ — $ 234 $ 371 $ — $ 371 |
LONG-TERM DEBT AND NOTE PAYAB33
LONG-TERM DEBT AND NOTE PAYABLE (Tables) | 3 Months Ended |
Jan. 29, 2017 | |
Debt Disclosure [Abstract] | |
Schedule Of Debt | Debt is comprised of the following (in thousands): January 29, October 30, Credit Agreement, due June 2019 (variable interest, at 4.25% on January 29, 2017 and on October 30, 2016) $ 144,147 $ 154,147 8.25% senior notes, due January 2023 250,000 250,000 Amended Asset-Based lending facility, due June 2019 (variable interest, at our option as described below) — — Less: unamortized deferred financing costs (1) 7,719 8,096 Total long-term debt, net of deferred financing costs $ 386,428 $ 396,051 |
Debt Instrument Redemption | 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) set forth below, plus accrued and unpaid interest, if any, to the applicable redemption date of the Notes, if redeemed during the 12-month period beginning on January 15 of the year as follows: Year Percentage 2018 106.188% 2019 104.125% 2020 102.063% 2021 and thereafter 100.000% |
FAIR VALUE OF FINANCIAL INSTR34
FAIR VALUE OF FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS (Tables) | 3 Months Ended |
Jan. 29, 2017 | |
Fair Value Disclosures [Abstract] | |
Schedule of Fair Value Not Current Recognized on Balance sheet | The fair values of the remaining financial instruments not currently recognized at fair value on our consolidated balance sheets at the respective fiscal period ends were (in thousands): January 29, 2017 October 30, 2016 Carrying Amount Fair Value Carrying Amount Fair Value Credit Agreement, due June 2019 $ 144,147 $ 143,426 $ 154,147 $ 154,147 8.25% senior notes, due January 2023 250,000 271,875 250,000 272,500 |
Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis | The following tables summarize information regarding our financial assets and liabilities that are measured at fair value on a recurring basis as of January 29, 2017 and October 30, 2016 , segregated by the level of the valuation inputs within the fair value hierarchy utilized to measure fair value (in thousands): January 29, 2017 Level 1 Level 2 Level 3 Total Assets: Short-term investments in deferred compensation plan: (1) Money market $ 1,118 $ — $ — $ 1,118 Mutual funds – Growth 847 — — 847 Mutual funds – Blend 1,707 — — 1,707 Mutual funds – Foreign blend 749 — — 749 Mutual funds – Fixed income — 1,495 — 1,495 Total short-term investments in deferred compensation plan 4,421 1,495 — 5,916 Total assets $ 4,421 $ 1,495 $ — $ 5,916 Liabilities: Deferred compensation plan liability $ — $ 4,175 $ — $ 4,175 Total liabilities $ — $ 4,175 $ — $ 4,175 October 30, 2016 Level 1 Level 2 Level 3 Total Assets: Short-term investments in deferred compensation plan: (1) Money market $ 422 $ — $ — $ 422 Mutual funds – Growth 773 — — 773 Mutual funds – Blend 3,118 — — 3,118 Mutual funds – Foreign blend 730 — — 730 Mutual funds – Fixed income — 705 — 705 Total short-term investments in deferred compensation plan 5,043 705 — 5,748 Total assets $ 5,043 $ 705 $ — $ 5,748 Liabilities: Deferred compensation plan liability $ — $ 3,847 $ — $ 3,847 Total liabilities $ — $ 3,847 $ — $ 3,847 (1) Unrealized holding losses for the three months ended January 29, 2017 and January 31, 2016 were $(0.5) million and $(0.4) million , respectively. The net unrealized holding gain was insignificant for the fiscal year ended October 30, 2016 . These unrealized holding gains (losses) were substantially offset by changes in the deferred compensation plan liability. |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 3 Months Ended |
Jan. 29, 2017 | |
Income Tax Disclosure [Abstract] | |
Schedule of Effective Income Tax Rate | The reconciliation of income tax computed at the statutory tax rate to the effective income tax rate is as follows: Fiscal Three Months Ended January 29, 2017 January 31, 2016 Statutory federal income tax rate 35.0 % 35.0 % State income taxes 4.1 % 3.4 % Domestic production activities deduction (3.3 )% (3.2 )% Non-deductible expenses 1.4 % 0.9 % Tax credits (1.1 )% (1.2 )% China valuation allowance 1.9 % 0.9 % One-time adjustment due to tax law change — % (6.5 )% Nontaxable gain from bargain purchase — % (1.4 )% Other 0.5 % 1.5 % Effective tax rate 38.5 % 29.4 % |
OPERATING SEGMENTS (Tables)
OPERATING SEGMENTS (Tables) | 3 Months Ended |
Jan. 29, 2017 | |
Segment Reporting [Abstract] | |
Schedule of Sales, Operating Income, and Total Assets for Operating Segments | The following table represents summary financial data attributable to these operating segments for the periods indicated (in thousands): Fiscal Three Months Ended January 29, January 31, Total sales: Engineered building systems $ 151,263 $ 148,975 Metal components 245,300 230,456 Metal coil coating 64,202 51,206 Intersegment sales (69,062 ) (60,623 ) Total sales $ 391,703 $ 370,014 External sales: Engineered building systems $ 145,021 $ 145,950 Metal components 218,959 202,901 Metal coil coating 27,723 21,163 Total sales $ 391,703 $ 370,014 Operating income (loss): Engineered building systems $ 6,503 $ 12,462 Metal components 16,030 16,104 Metal coil coating 5,244 4,819 Corporate (17,891 ) (18,126 ) Total operating income $ 9,886 $ 15,259 Unallocated other expense, net (6,572 ) (6,914 ) Income before income taxes $ 3,314 $ 8,345 January 29, October 30, 2016 Total assets: Engineered building systems $ 223,341 $ 229,422 Metal components 646,624 654,534 Metal coil coating 79,015 87,194 Corporate 30,430 79,050 Total assets $ 979,410 $ 1,050,200 |
SUMMARY OF SIGNIFICANT ACCOUN37
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - Metal Components - Facility fire - USD ($) $ in Millions | Oct. 30, 2016 | Jun. 30, 2016 | Oct. 30, 2016 |
Unusual or Infrequent Item, or Both [Line Items] | |||
Strategic development and acquisition related costs | $ 6.5 | ||
Insurance proceeds | $ 10 | ||
Cost of sales | |||
Unusual or Infrequent Item, or Both [Line Items] | |||
Insurance proceeds | $ 8.1 | ||
Accounts payable and accrued liabilities | |||
Unusual or Infrequent Item, or Both [Line Items] | |||
Insurance proceeds | $ 1.9 |
ACQUISITIONS - Fiscal 2016 Acqu
ACQUISITIONS - Fiscal 2016 Acquisition - Additional Information (Details) - USD ($) $ in Thousands | Nov. 03, 2015 | Jan. 29, 2017 | Jan. 31, 2016 |
Business Acquisition [Line Items] | |||
Gain from bargain purchase | $ 0 | $ 1,864 | |
Fiscal 2016 - Acquisition, Hamilton, Canada - Manufacturing Operations | |||
Business Acquisition [Line Items] | |||
Cash consideration net of working capital adjustments | $ 2,200 | ||
Gain from bargain purchase | $ 1,864 |
ACQUISITIONS - Fiscal 2016 Ac39
ACQUISITIONS - Fiscal 2016 Acquisition - Fair Value of Assets and Liabilities (Details) - USD ($) $ in Thousands | Nov. 03, 2015 | Jan. 29, 2017 | Jan. 31, 2016 |
Business Acquisition [Line Items] | |||
Gain from bargain purchase | $ 0 | $ (1,864) | |
Fiscal 2016 - Acquisition, Hamilton, Canada - Manufacturing Operations | |||
Business Acquisition [Line Items] | |||
Current assets | $ 307 | ||
Property, plant and equipment | 4,810 | ||
Assets acquired | 5,117 | ||
Current liabilities assumed | 380 | ||
Fair value of net assets acquired | 4,737 | ||
Total cash consideration transferred | 2,201 | ||
Deferred tax liabilities | 672 | ||
Gain from bargain purchase | $ (1,864) |
ACCOUNTING PRONOUNCEMENTS (Deta
ACCOUNTING PRONOUNCEMENTS (Details) - USD ($) | Jan. 29, 2017 | Oct. 30, 2016 |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||
Deferred financing costs | $ 7,719,000 | $ 8,096,000 |
Other Noncurrent Assets | Accounting Standards Update 2015-03 | ||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||
Deferred financing costs | (7,700,000) | (8,100,000) |
Long-term Debt | Accounting Standards Update 2015-03 | ||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||
Deferred financing costs | $ 7,700,000 | $ 8,100,000 |
RESTRUCTURING AND ASSET IMPAI41
RESTRUCTURING AND ASSET IMPAIRMENTS - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Jan. 29, 2017 | Jan. 31, 2016 | Oct. 30, 2016 | |
Restructuring Cost and Reserve [Line Items] | |||
Restructuring costs | $ 2,264 | $ 1,500 | |
Engineered Building Systems | |||
Restructuring Cost and Reserve [Line Items] | |||
Restructuring costs | 1,900 | ||
Severance costs | 500 | ||
Metal Components | |||
Restructuring Cost and Reserve [Line Items] | |||
Restructuring costs | $ 300 | ||
Severance costs | $ 300 | ||
Corporate | |||
Restructuring Cost and Reserve [Line Items] | |||
Restructuring costs | $ 600 |
RESTRUCTURING AND ASSET IMPAI42
RESTRUCTURING AND ASSET IMPAIRMENTS - Restructuring Plan Costs (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Jan. 29, 2017 | Jan. 31, 2016 | |
Restructuring Cost and Reserve [Line Items] | ||
Restructuring costs | $ 2,264 | $ 1,500 |
Cost Incurred To Date (since inception) | $ 17,822 | |
Restructuring period | 24 months | |
General severance | ||
Restructuring Cost and Reserve [Line Items] | ||
Restructuring costs | $ 888 | |
Cost Incurred To Date (since inception) | 8,232 | |
Plant closing severance | ||
Restructuring Cost and Reserve [Line Items] | ||
Restructuring costs | 1,240 | |
Cost Incurred To Date (since inception) | 2,980 | |
Asset impairment | ||
Restructuring Cost and Reserve [Line Items] | ||
Restructuring costs | 125 | |
Cost Incurred To Date (since inception) | 5,969 | |
Other restructuring | ||
Restructuring Cost and Reserve [Line Items] | ||
Restructuring costs | 11 | |
Cost Incurred To Date (since inception) | $ 641 |
RESTRUCTURING AND ASSET IMPAI43
RESTRUCTURING AND ASSET IMPAIRMENTS - Restructuring Liability and Cash Payments (Details) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Jan. 29, 2017USD ($)payment | Oct. 30, 2016USD ($) | Nov. 01, 2015USD ($) | Nov. 02, 2014USD ($) | |
Restructuring Reserve [Roll Forward] | ||||
Beginning balance | $ 482 | $ 1,685 | $ 0 | |
Costs incurred | 2,128 | 2,890 | $ 5,462 | |
Cash payments | (1,827) | (4,093) | (4,516) | |
Accrued severance | 739 | |||
End balance | $ 783 | 482 | 1,685 | 0 |
Severance benefit payment, number of installments | payment | 2 | |||
Amortization | 700 | |||
General severance | ||||
Restructuring Reserve [Roll Forward] | ||||
Beginning balance | $ 482 | 1,685 | 0 | |
Costs incurred | 888 | 2,725 | 3,887 | |
Cash payments | (608) | (3,928) | (2,941) | |
Accrued severance | 739 | |||
End balance | 762 | 482 | 1,685 | 0 |
Plant closing severance | ||||
Restructuring Reserve [Roll Forward] | ||||
Beginning balance | 0 | 0 | 0 | |
Costs incurred | 1,240 | 165 | 1,575 | |
Cash payments | (1,219) | (165) | (1,575) | |
Accrued severance | 0 | |||
End balance | $ 21 | $ 0 | $ 0 | $ 0 |
INVENTORIES (Details)
INVENTORIES (Details) - USD ($) $ in Thousands | Jan. 29, 2017 | Oct. 30, 2016 |
Inventory Disclosure [Abstract] | ||
Raw materials | $ 149,292 | $ 145,060 |
Work in process and finished goods | 42,464 | 41,764 |
Inventories, net | $ 191,756 | $ 186,824 |
ASSETS HELD FOR SALE (Details)
ASSETS HELD FOR SALE (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Jan. 29, 2017 | Jan. 31, 2016 | Oct. 30, 2016 | |
Long Lived Assets Held-for-sale [Line Items] | |||
Assets held for sale, carrying value, current | $ 4,256 | $ 4,256 | |
Cash proceeds from sale of idle facility | 0 | $ 3,066 | |
Engineered Building Systems | |||
Long Lived Assets Held-for-sale [Line Items] | |||
Assets held for sale, carrying value, current | 4,300 | $ 4,300 | |
Cash proceeds from sale of idle facility | 3,100 | ||
Gain on sale of property, plant, and equipment | $ 700 |
SHARE-BASED COMPENSATION (Detai
SHARE-BASED COMPENSATION (Details) - USD ($) $ / shares in Units, $ in Thousands | Dec. 15, 2017 | Dec. 15, 2016 | Jan. 29, 2017 | Jan. 31, 2016 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Common Shares Effective Date Of Incentive Plan | 10 years | |||
Stock options, grants in period (in shares) | 10,424 | 28,535 | ||
Grant-date fair value (in USD per share) | $ 6.59 | $ 5.38 | ||
Stock options exercised (in shares) | 100,000 | |||
Cash proceeds received from exercise of stock options | $ 1,000 | |||
Value, restricted stock award, gross | 0 | |||
Allocated share-based compensation expense | 3,000 | $ 2,600 | ||
Deferred compensation obligation | $ 1,400 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Expiration Period, After Termination of Employment or Service | 30 days | |||
Share-based Compensation Arrangement by Share-based Payment Award, Expiration Period, After Death | 1 year | |||
Share-based Compensation Arrangement by Share-based Payment Award, Expiration Period, After Disability or Retirement | 5 years | |||
Employee stock options | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Expiration Period | 1 year | |||
Incentive Plan | Employee stock options | Minimum | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Key employee awards, award vesting period | 3 years | |||
Incentive Plan | Employee stock options | Maximum | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Key employee awards, award vesting period | 4 years | |||
Incentive Plan | Performance Shares | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Shares held in employee trust (in shares) | 164,663 | |||
2015 & 2016 Key Employee | Restricted Stock Units (RSUs) | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share-based compensation, award vesting rights (percentage) | 33.33333% | |||
Value, restricted stock award, gross | $ 3,800 | $ 3,900 | ||
Shares, restricted stock award, gross (in shares) | 241,869 | 304,064 | ||
Executive Awards | Restricted Stock | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Long-term incentive awards composition, percentage | 40.00% | |||
Executive Awards | Performance Shares | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Long-term incentive awards composition, percentage | 60.00% | |||
Maximum percentage of targeted number of shares | 200.00% | |||
Options grants, fair value | $ 2,000 | $ 2,400 | ||
Granted awards, cash value | $ 2,000 | 2,100 | ||
Executive Awards | Performance Shares | Weighted 40% | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Performance metric, cumulative free cash flow | 40.00% | |||
Executive Awards | Performance Shares | Weighted 40% | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share-based compensation arrangement by share-based payment award, performance metric, percent | 40.00% | |||
Executive Awards | Performance Shares | Weighted 20% | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Performance metric, total shareholder return | 20.00% | |||
Key Employee Awards | Performance Shares | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Key employee awards, award vesting period | 3 years | |||
Maximum percentage of targeted number of shares | 150.00% | |||
Performance share award, cash portion | 50.00% | |||
Share-based compensation, payment award, stock (percentage) | 50.00% | |||
Share-based compensation, award vesting rights (percentage) | 50.00% | |||
Percentage of targeted number of shares | 50.00% | |||
Stock issued during period due to share-based compensation | 100,000 | |||
2014 Key Employee Awards | Performance Shares | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Options grants, fair value | $ 4,600 | $ 5,200 | ||
Share-based compensation, award vesting rights (percentage) | 50.00% | |||
Percentage of targeted number of shares | 149.30% | |||
Stock issued during period due to share-based compensation | 100,000 | |||
2014 Key Employee Awards | Restricted Stock Units (RSUs) | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share-based compensation, award vesting rights (percentage) | 66.66667% | |||
Scenario, forecast | 2014 Key Employee Awards | Performance Shares | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share-based compensation, award vesting rights (percentage) | 50.00% | |||
Scenario, forecast | 2014 Key Employee Awards | Restricted Stock Units (RSUs) | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share-based compensation, award vesting rights (percentage) | 33.33333% |
EARNINGS PER COMMON SHARE (Deta
EARNINGS PER COMMON SHARE (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | |
Jan. 29, 2017 | Jan. 31, 2016 | |
Numerator for Basic and Diluted Earnings Per Common Share: | ||
Net income applicable to common shares | $ 2,031 | $ 5,835 |
Denominator for Basic and Diluted Earnings Per Common Share: | ||
Weighted average basic number of common shares outstanding (in shares) | 70,875 | 73,261 |
Weighted average diluted number of common shares outstanding (in shares) | 71,088 | 73,771 |
Basic income (loss) per common share (in USD per share) | $ 0.03 | $ 0.08 |
Diluted income (loss) per common share (in USD per share) | $ 0.03 | $ 0.08 |
Anti-dilutive shares not included in diluted earnings per share (in shares) | 2 | 18 |
Employee stock options | ||
Denominator for Basic and Diluted Earnings Per Common Share: | ||
Incremental common shares attributable to dilutive effect of share-based payment arrangements (in shares) | 135 | 508 |
Performance Shares | ||
Denominator for Basic and Diluted Earnings Per Common Share: | ||
Incremental common shares attributable to dilutive effect of share-based payment arrangements (in shares) | 78 | 2 |
WARRANTY - Narrative (Details)
WARRANTY - Narrative (Details) | 3 Months Ended |
Jan. 29, 2017warranty_typewarranty_coverage_gradestage_roofing_project | |
Product Warranty Liability [Line Items] | |
Product warranty, number of warranty categories | warranty_type | 2 |
Product warranty, number of grades per warranty category | warranty_coverage_grade | 3 |
Standard product warranty, period of leak-free months before warranty begins | 24 months |
Product warranty, stages per roofing project | stage_roofing_project | 3 |
Minimum | |
Product Warranty Liability [Line Items] | |
Product warranty, period | 2 years |
Maximum | |
Product Warranty Liability [Line Items] | |
Product warranty, period | 20 years |
WARRANTY - Warranty Rollforward
WARRANTY - Warranty Rollforward (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Jan. 29, 2017 | Jan. 31, 2016 | |
Movement in Standard Product Warranty Accrual [Roll Forward] | ||
Beginning balance | $ 27,200 | $ 25,669 |
Warranties sold | 606 | 746 |
Revenue recognized | (772) | (862) |
Ending balance | $ 27,034 | $ 25,553 |
DEFINED BENEFIT PLANS - Narrati
DEFINED BENEFIT PLANS - Narrative (Details) $ in Millions | 3 Months Ended |
Jan. 29, 2017USD ($) | |
Defined Benefit Plan Disclosure [Line Items] | |
Defined benefit plan, expected future benefit payments, next rolling twelve months | $ 1.7 |
The Steelworkers Pension Trust | CENTRIA Benefit Plan | Multiemployer Plans, Pension | |
Defined Benefit Plan Disclosure [Line Items] | |
Multiemployer plans, minimum contribution | $ 0.3 |
Other Postretirement Benefit Plan | |
Defined Benefit Plan Disclosure [Line Items] | |
Defined benefit plan, minimum annual contribution, percent | 0.00% |
Defined contribution plan, maximum annual contributions per employee, percent | 25.00% |
DEFINED BENEFIT PLANS - Periodi
DEFINED BENEFIT PLANS - Periodic Benefits Cost (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Jan. 29, 2017 | Jan. 31, 2016 | |
Defined Benefit Plan Disclosure [Line Items] | ||
Service cost | $ 33 | $ 2 |
Interest cost | 577 | 477 |
Expected return on assets | (700) | (453) |
Prior service cost amortization | (2) | (2) |
Unrecognized net loss | 344 | 292 |
Net periodic benefit cost | 252 | 316 |
Funding contributions | 234 | 371 |
Defined Benefit Plans | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Service cost | 24 | (3) |
Interest cost | 513 | 439 |
Expected return on assets | (700) | (453) |
Prior service cost amortization | (2) | (2) |
Unrecognized net loss | 344 | 292 |
Net periodic benefit cost | 179 | 273 |
Funding contributions | 234 | 371 |
OPEB Plans | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Service cost | 9 | 5 |
Interest cost | 64 | 38 |
Expected return on assets | 0 | 0 |
Prior service cost amortization | 0 | 0 |
Unrecognized net loss | 0 | 0 |
Net periodic benefit cost | 73 | 43 |
Funding contributions | $ 0 | $ 0 |
LONG-TERM DEBT AND NOTE PAYAB52
LONG-TERM DEBT AND NOTE PAYABLE - Long-term Debt (Details) - USD ($) $ in Thousands | Jan. 29, 2017 | Oct. 30, 2016 |
Debt Instrument [Line Items] | ||
Less: unamortized deferred financing costs(1) | $ 7,719 | $ 8,096 |
Total long-term debt, net of deferred financing costs | 386,428 | 396,051 |
Credit Agreement, Due June 2019 | ||
Debt Instrument [Line Items] | ||
Long term debt, carrying amount | $ 144,147 | $ 154,147 |
Debt instrument, interest rate, effective percentage | 4.25% | 4.25% |
8.25% Senior Notes Due January 2023 | ||
Debt Instrument [Line Items] | ||
Long term debt, carrying amount | $ 250,000 | $ 250,000 |
Debt instrument, interest rate, stated percentage | 8.25% | 8.25% |
Amended Asset-Based lending facility due June 2019 | ||
Debt Instrument [Line Items] | ||
Long term debt, carrying amount | $ 0 | $ 0 |
Line of credit interest rate at period end | 4.25% | 4.25% |
Other Assets | ABL Facility | Amended Asset-Based lending facility due June 2019 | ||
Debt Instrument [Line Items] | ||
Unamortized deferred financing costs | $ 900 | $ 1,100 |
LONG-TERM DEBT AND NOTE PAYAB53
LONG-TERM DEBT AND NOTE PAYABLE - Senior Notes (Details) - USD ($) | 3 Months Ended | |
Jan. 29, 2017 | Oct. 30, 2016 | |
Senior notes | ||
Debt Instrument [Line Items] | ||
Debt instrument, redemption price, percentage | 108.25% | |
Maximum | Senior notes | ||
Debt Instrument [Line Items] | ||
Debt instrument, redemption price, percentage of principal amount redeemed | 40.00% | |
8.15% senior notes due January 2023 | ||
Debt Instrument [Line Items] | ||
Debt instrument, interest rate, stated percentage | 8.25% | |
Debt instrument, face amount | $ 250,000,000 | |
8.15% senior notes due January 2023 | Senior notes | ||
Debt Instrument [Line Items] | ||
Debt instrument, interest rate, stated percentage | 8.25% | 8.25% |
Prior to January 15, 2018 [Member] | Senior notes | ||
Debt Instrument [Line Items] | ||
Debt instrument, redemption price, percentage | 100.00% | |
2018 | Senior notes | ||
Debt Instrument [Line Items] | ||
Debt instrument, redemption price, percentage | 106.188% | |
2019 | Senior notes | ||
Debt Instrument [Line Items] | ||
Debt instrument, redemption price, percentage | 104.125% | |
2020 | Senior notes | ||
Debt Instrument [Line Items] | ||
Debt instrument, redemption price, percentage | 102.063% | |
2021 and thereafter | Senior notes | ||
Debt Instrument [Line Items] | ||
Debt instrument, redemption price, percentage | 100.00% |
LONG-TERM DEBT AND NOTE PAYAB54
LONG-TERM DEBT AND NOTE PAYABLE LONG-TERM DEBT AND NOTE PAYABLE - Credit Agreement, Amended ABL Facility, Debt Covenants, Deferred Finance Costs, and Insurance Note Payable (Details) | 3 Months Ended | 12 Months Ended | |
Jan. 29, 2017USD ($) | Jan. 31, 2016USD ($) | Oct. 30, 2016USD ($) | |
Line of Credit Facility [Line Items] | |||
Repayments of lines of credit | $ 30,000,000 | ||
Proceeds from Amended ABL facility | 30,000,000 | $ 0 | |
Note payable | 29,000 | $ 460,000 | |
Revolving Credit Facility | |||
Line of Credit Facility [Line Items] | |||
Revolving loans outstanding | 0 | 0 | |
ABL Facility | |||
Line of Credit Facility [Line Items] | |||
Maximum borrowing capacity, line of credit (up to) | 9,100,000 | 9,100,000 | |
Remaining borrowing capacity on line of credit | 140,900,000 | 140,900,000 | |
Repayments of lines of credit | 30,000,000 | ||
Proceeds from Amended ABL facility | 30,000,000 | ||
Minimum borrowing capacity for line of credit | $ 21,100,000 | $ 21,100,000 | |
Consolidated total net debt to EBITDA leverage ratio | 2.81 | 2.86 | |
ABL Facility | Revolving Credit Facility | |||
Line of Credit Facility [Line Items] | |||
Maximum borrowing capacity, line of credit (up to) | $ 150,000,000 | ||
Unused commitment fee | 0.50% | ||
Credit Agreement | |||
Line of Credit Facility [Line Items] | |||
Term loan principal amount | $ 250,000,000 | ||
Installment payment as a percentage of principal | 100.00% | ||
Adjusted LIBOR floor rate (not less than) | 1.00% | ||
Borrowing margin percentage | 3.25% | ||
Alternate base rate percentage | 2.25% | ||
Debt instrument, interest rate, stated percentage | 4.25% | 4.25% | |
Voluntary prepayment on debt | $ 10,000,000 | $ 10,000,000 | |
Minimum | ABL Facility | |||
Line of Credit Facility [Line Items] | |||
Fixed charge coverage ratio | 1 | ||
Minimum | Base Rate | ABL Facility | |||
Line of Credit Facility [Line Items] | |||
Line of credit interest rate at period end | 0.75% | ||
Minimum | London Interbank Offered Rate (LIBOR) | ABL Facility | |||
Line of Credit Facility [Line Items] | |||
Line of credit interest rate at period end | 1.75% | ||
Maximum | Base Rate | ABL Facility | |||
Line of Credit Facility [Line Items] | |||
Line of credit interest rate at period end | 1.25% | ||
Maximum | London Interbank Offered Rate (LIBOR) | ABL Facility | |||
Line of Credit Facility [Line Items] | |||
Line of credit interest rate at period end | 2.25% | ||
Letter of Credit | ABL Facility | |||
Line of Credit Facility [Line Items] | |||
Remaining borrowing capacity on line of credit | $ 30,000,000 |
CD&R FUNDS (Details)
CD&R FUNDS (Details) | Jan. 29, 2017 | Oct. 30, 2016 |
CD&R Funds | ||
Class of Stock [Line Items] | ||
Ownership percentage | 42.30% | 42.30% |
STOCK REPURCHASE PROGRAM (Detai
STOCK REPURCHASE PROGRAM (Details) - USD ($) shares in Millions | 3 Months Ended | ||
Jan. 29, 2017 | Jan. 31, 2016 | Sep. 08, 2016 | |
Class of Stock [Line Items] | |||
Purchases of treasury stock | $ 5,922,000 | $ 4,627,000 | |
2016 Stock Repurchase Program | |||
Class of Stock [Line Items] | |||
Authorized stock repurchase amount | $ 50,000,000 | ||
Treasury stock purchases (in shares) | 0.2 | ||
Purchases of treasury stock | $ 3,500,000 | ||
Available for stock repurchases | $ 39,900,000 |
FAIR VALUE OF FINANCIAL INSTR57
FAIR VALUE OF FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS - Fair Values of Financial Instruments (Details) - USD ($) $ in Thousands | Jan. 29, 2017 | Oct. 30, 2016 |
Credit Agreement, Due June 2019 | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Long term debt, carrying amount | $ 144,147 | $ 154,147 |
Long-term debt, fair value | 143,426 | 154,147 |
8.15% senior notes due January 2023 | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Long term debt, carrying amount | 250,000 | 250,000 |
Long-term debt, fair value | $ 271,875 | $ 272,500 |
FAIR VALUE OF FINANCIAL INSTR58
FAIR VALUE OF FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS - Fair Value by Level (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Jan. 29, 2017 | Jan. 31, 2016 | Oct. 30, 2016 | |
Assets: | |||
Fair value of assets on a recurring basis | $ 5,916 | $ 5,748 | |
Liabilities: | |||
Fair value of liabilities on a recurring basis | 4,175 | 3,847 | |
Trading securities, unrealized holding gain | (500) | $ (400) | |
Level 1 | |||
Assets: | |||
Fair value of assets on a recurring basis | 4,421 | 5,043 | |
Liabilities: | |||
Fair value of liabilities on a recurring basis | 0 | 0 | |
Level 2 | |||
Assets: | |||
Fair value of assets on a recurring basis | 1,495 | 705 | |
Liabilities: | |||
Fair value of liabilities on a recurring basis | 4,175 | 3,847 | |
Level 3 | |||
Assets: | |||
Fair value of assets on a recurring basis | 0 | 0 | |
Liabilities: | |||
Fair value of liabilities on a recurring basis | 0 | 0 | |
Deferred compensation plan liability | |||
Liabilities: | |||
Fair value of liabilities on a recurring basis | 4,175 | 3,847 | |
Deferred compensation plan liability | Level 1 | |||
Liabilities: | |||
Fair value of liabilities on a recurring basis | 0 | 0 | |
Deferred compensation plan liability | Level 2 | |||
Liabilities: | |||
Fair value of liabilities on a recurring basis | 4,175 | 3,847 | |
Deferred compensation plan liability | Level 3 | |||
Liabilities: | |||
Fair value of liabilities on a recurring basis | 0 | 0 | |
Total short-term investments in deferred compensation plan | |||
Assets: | |||
Fair value of assets on a recurring basis | 5,916 | 5,748 | |
Total short-term investments in deferred compensation plan | Level 1 | |||
Assets: | |||
Fair value of assets on a recurring basis | 4,421 | 5,043 | |
Total short-term investments in deferred compensation plan | Level 2 | |||
Assets: | |||
Fair value of assets on a recurring basis | 1,495 | 705 | |
Total short-term investments in deferred compensation plan | Level 3 | |||
Assets: | |||
Fair value of assets on a recurring basis | 0 | 0 | |
Money market | |||
Assets: | |||
Fair value of assets on a recurring basis | 1,118 | 422 | |
Money market | Level 1 | |||
Assets: | |||
Fair value of assets on a recurring basis | 1,118 | 422 | |
Money market | Level 2 | |||
Assets: | |||
Fair value of assets on a recurring basis | 0 | 0 | |
Money market | Level 3 | |||
Assets: | |||
Fair value of assets on a recurring basis | 0 | 0 | |
Mutual funds – Growth | |||
Assets: | |||
Fair value of assets on a recurring basis | 847 | 773 | |
Mutual funds – Growth | Level 1 | |||
Assets: | |||
Fair value of assets on a recurring basis | 847 | 773 | |
Mutual funds – Growth | Level 2 | |||
Assets: | |||
Fair value of assets on a recurring basis | 0 | 0 | |
Mutual funds – Growth | Level 3 | |||
Assets: | |||
Fair value of assets on a recurring basis | 0 | 0 | |
Mutual funds – Blend | |||
Assets: | |||
Fair value of assets on a recurring basis | 1,707 | 3,118 | |
Mutual funds – Blend | Level 1 | |||
Assets: | |||
Fair value of assets on a recurring basis | 1,707 | 3,118 | |
Mutual funds – Blend | Level 2 | |||
Assets: | |||
Fair value of assets on a recurring basis | 0 | 0 | |
Mutual funds – Blend | Level 3 | |||
Assets: | |||
Fair value of assets on a recurring basis | 0 | 0 | |
Mutual funds – Foreign blend | |||
Assets: | |||
Fair value of assets on a recurring basis | 749 | 730 | |
Mutual funds – Foreign blend | Level 1 | |||
Assets: | |||
Fair value of assets on a recurring basis | 749 | 730 | |
Mutual funds – Foreign blend | Level 2 | |||
Assets: | |||
Fair value of assets on a recurring basis | 0 | 0 | |
Mutual funds – Foreign blend | Level 3 | |||
Assets: | |||
Fair value of assets on a recurring basis | 0 | 0 | |
Mutual funds – Fixed income | |||
Assets: | |||
Fair value of assets on a recurring basis | 1,495 | 705 | |
Mutual funds – Fixed income | Level 1 | |||
Assets: | |||
Fair value of assets on a recurring basis | 0 | 0 | |
Mutual funds – Fixed income | Level 2 | |||
Assets: | |||
Fair value of assets on a recurring basis | 1,495 | 705 | |
Mutual funds – Fixed income | Level 3 | |||
Assets: | |||
Fair value of assets on a recurring basis | $ 0 | $ 0 |
INCOME TAXES (Details)
INCOME TAXES (Details) | 3 Months Ended | |
Jan. 29, 2017 | Jan. 31, 2016 | |
Income Tax Disclosure [Abstract] | ||
Statutory federal income tax rate | 35.00% | 35.00% |
State income taxes | 4.10% | 3.40% |
Domestic production activities deduction | (3.30%) | (3.20%) |
Non-deductible expenses | 1.40% | 0.90% |
Tax credits | (1.10%) | (1.20%) |
China valuation allowance | 1.90% | 0.90% |
One-time adjustment due to tax law change | 0.00% | (6.50%) |
Nontaxable gain from bargain purchase | (0.00%) | (1.40%) |
Other | 0.50% | 1.50% |
Effective tax rate | 38.50% | 29.40% |
OPERATING SEGMENTS (Details)
OPERATING SEGMENTS (Details) $ in Thousands | 3 Months Ended | ||
Jan. 29, 2017USD ($)operating_segment | Jan. 31, 2016USD ($) | Oct. 30, 2016USD ($) | |
Segment Reporting Information [Line Items] | |||
Number of operating segments | operating_segment | 3 | ||
Total net sales | $ 391,703 | $ 370,014 | |
Total external net sales | 391,703 | 370,014 | |
Total operating income | 9,886 | 15,259 | |
Unallocated other expense, net | (6,572) | (6,914) | |
Income before income taxes | 3,314 | 8,345 | |
Total assets | 979,410 | $ 1,050,200 | |
Operating Segments | Engineered Building Systems | |||
Segment Reporting Information [Line Items] | |||
Total net sales | 151,263 | 148,975 | |
Total external net sales | 145,021 | 145,950 | |
Total operating income | 6,503 | 12,462 | |
Total assets | 223,341 | 229,422 | |
Operating Segments | Metal Components | |||
Segment Reporting Information [Line Items] | |||
Total net sales | 245,300 | 230,456 | |
Total external net sales | 218,959 | 202,901 | |
Total operating income | 16,030 | 16,104 | |
Total assets | 646,624 | 654,534 | |
Operating Segments | Metal Coil Coating [Member] | |||
Segment Reporting Information [Line Items] | |||
Total net sales | 64,202 | 51,206 | |
Total external net sales | 27,723 | 21,163 | |
Total operating income | 5,244 | 4,819 | |
Total assets | 79,015 | 87,194 | |
Intersegment Eliminations | |||
Segment Reporting Information [Line Items] | |||
Total net sales | (69,062) | (60,623) | |
Corporate, Non-Segment | |||
Segment Reporting Information [Line Items] | |||
Total operating income | (17,891) | $ (18,126) | |
Total assets | $ 30,430 | $ 79,050 |