|
x
|
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
¨
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
DELAWARE
|
|
26-1561397
|
(State or other jurisdiction of
incorporation or organization)
|
|
(I.R.S. Employer
Identification No.)
|
Large accelerated filer
|
|
x
|
|
Accelerated filer
|
|
¨
|
Non-accelerated filer
|
|
o
(Do not check if a smaller reporting company)
|
|
Smaller reporting company
|
|
¨
|
Class
|
|
Outstanding at September 2, 2016
|
Common Stock, par value $0.01 per share
|
|
34,220,496
|
|
PART I.
|
||
|
|
|
Item 1:
|
Financial Statements (Unaudited)
|
|
|
|
|
|
Condensed Consolidated Balance Sheets –
July 31, 2016 and October 31, 2015
|
|
|
|
|
|
Condensed Consolidated Statements of Income (Loss) – Three
and Nine Months Ended July 31, 2016 and 2015
|
|
|
|
|
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Condensed Consolidated Statements of Comprehensive Income (Loss) - Three and Nine Months Ended July 31, 2016 and 2015
|
|
|
|
|
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Condensed Consolidated Statements of Cash Flow –
Nine Months Ended July 31, 2016 and 2015
|
|
|
|
|
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Condensed Consolidated Statement of Stockholders’ Equity –
Nine Months Ended July 31, 2016
|
|
|
|
|
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||
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|
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Item 2:
|
||
|
|
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Item 3:
|
||
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Item 4:
|
||
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PART II.
|
||
|
|
|
Item 1A:
|
Risk Factors
|
|
|
|
|
Item 6:
|
|
July 31,
2016 |
|
October 31,
2015 |
||||
|
(In thousands, except share
amounts)
|
||||||
ASSETS
|
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
32,183
|
|
|
$
|
23,125
|
|
Accounts receivable, net of allowance for doubtful accounts of $528 and $673
|
83,089
|
|
|
64,080
|
|
||
Inventories, net (Note 3)
|
92,251
|
|
|
63,029
|
|
||
Prepaid and other current assets
|
11,900
|
|
|
7,992
|
|
||
Total current assets
|
219,423
|
|
|
158,226
|
|
||
Property, plant and equipment, net of accumulated depreciation of $239,236 and $217,512
|
198,213
|
|
|
140,672
|
|
||
Deferred income taxes (Note 8)
|
—
|
|
|
8,783
|
|
||
Goodwill (Note 4)
|
234,522
|
|
|
129,770
|
|
||
Intangible assets, net (Note 4)
|
162,471
|
|
|
120,810
|
|
||
Other assets
|
6,865
|
|
|
7,989
|
|
||
Total assets
|
$
|
821,494
|
|
|
$
|
566,250
|
|
LIABILITIES AND STOCKHOLDERS' EQUITY
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Accounts payable
|
$
|
48,816
|
|
|
$
|
47,778
|
|
Accrued liabilities
|
52,961
|
|
|
37,364
|
|
||
Income taxes payable (Note 8)
|
912
|
|
|
747
|
|
||
Current maturities of long-term debt (Note 5)
|
24,387
|
|
|
2,359
|
|
||
Total current liabilities
|
127,076
|
|
|
88,248
|
|
||
Long-term debt (Note 5)
|
277,680
|
|
|
54,501
|
|
||
Deferred pension and postretirement benefits (Note 6)
|
8,186
|
|
|
5,701
|
|
||
Deferred income taxes (Note 8)
|
21,758
|
|
|
—
|
|
||
Other liabilities
|
13,727
|
|
|
22,505
|
|
||
Total liabilities
|
448,427
|
|
|
170,955
|
|
||
Commitments and contingencies (Note 9)
|
|
|
|
||||
Stockholders’ equity:
|
|
|
|
||||
Preferred stock, no par value, shares authorized 1,000,000; issued and outstanding - none
|
—
|
|
|
—
|
|
||
Common stock, $0.01 par value, shares authorized 125,000,000; issued 37,560,249 and 37,609,563, respectively; outstanding 34,218,246 and 33,962,460, respectively
|
376
|
|
|
376
|
|
||
Additional paid-in-capital
|
253,039
|
|
|
250,937
|
|
||
Retained earnings
|
209,993
|
|
|
222,138
|
|
||
Accumulated other comprehensive loss
|
(27,932
|
)
|
|
(10,049
|
)
|
||
Less: Treasury stock at cost, 3,342,003 and 3,647,103 shares, respectively
|
(62,409
|
)
|
|
(68,107
|
)
|
||
Total stockholders’ equity
|
373,067
|
|
|
395,295
|
|
||
Total liabilities and stockholders' equity
|
$
|
821,494
|
|
|
$
|
566,250
|
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||||||
|
July 31,
|
|
July 31,
|
||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
|
(In thousands, except per share amounts)
|
||||||||||||||
Net sales
|
$
|
248,085
|
|
|
$
|
180,206
|
|
|
$
|
679,013
|
|
|
$
|
450,069
|
|
Cost and expenses:
|
|
|
|
|
|
|
|
||||||||
Cost of sales (excluding depreciation and amortization)
|
186,631
|
|
|
136,853
|
|
|
522,476
|
|
|
353,469
|
|
||||
Selling, general and administrative
|
28,551
|
|
|
25,023
|
|
|
88,430
|
|
|
64,157
|
|
||||
Depreciation and amortization
|
12,973
|
|
|
8,502
|
|
|
39,759
|
|
|
24,541
|
|
||||
Operating income
|
19,930
|
|
|
9,828
|
|
|
28,348
|
|
|
7,902
|
|
||||
Non-operating (expense) income:
|
|
|
|
|
|
|
|
||||||||
Interest expense
|
(22,200
|
)
|
|
(338
|
)
|
|
(34,324
|
)
|
|
(624
|
)
|
||||
Other, net
|
(2,523
|
)
|
|
566
|
|
|
(4,036
|
)
|
|
300
|
|
||||
(Loss) income from continuing operations before income taxes
|
(4,793
|
)
|
|
10,056
|
|
|
(10,012
|
)
|
|
7,578
|
|
||||
Income tax benefit (expense)
|
817
|
|
|
(3,585
|
)
|
|
2,722
|
|
|
(1,907
|
)
|
||||
(Loss) income from continuing operations
|
(3,976
|
)
|
|
6,471
|
|
|
(7,290
|
)
|
|
5,671
|
|
||||
Income from discontinued operations, net of tax of $0, $284, $0 and $299, respectively
|
—
|
|
|
456
|
|
|
—
|
|
|
479
|
|
||||
Net (loss) income
|
$
|
(3,976
|
)
|
|
$
|
6,927
|
|
|
$
|
(7,290
|
)
|
|
$
|
6,150
|
|
|
|
|
|
|
|
|
|
||||||||
Basic (loss) income per common share:
|
|
|
|
|
|
|
|
||||||||
From continuing operations
|
$
|
(0.12
|
)
|
|
$
|
0.20
|
|
|
$
|
(0.22
|
)
|
|
$
|
0.17
|
|
From discontinued operations
|
—
|
|
|
0.01
|
|
|
—
|
|
|
0.01
|
|
||||
(Loss) income per share, basic
|
$
|
(0.12
|
)
|
|
$
|
0.21
|
|
|
$
|
(0.22
|
)
|
|
$
|
0.18
|
|
|
|
|
|
|
|
|
|
||||||||
Diluted (loss) income per common share:
|
|
|
|
|
|
|
|
||||||||
From continuing operations
|
$
|
(0.12
|
)
|
|
$
|
0.19
|
|
|
$
|
(0.22
|
)
|
|
$
|
0.17
|
|
From discontinued operations
|
—
|
|
|
0.01
|
|
|
—
|
|
|
0.01
|
|
||||
(Loss) income per share, diluted
|
$
|
(0.12
|
)
|
|
$
|
0.20
|
|
|
$
|
(0.22
|
)
|
|
$
|
0.18
|
|
|
|
|
|
|
|
|
|
||||||||
Weighted-average common shares outstanding:
|
|
|
|
|
|
|
|
||||||||
Basic
|
33,916
|
|
|
33,618
|
|
|
33,850
|
|
|
34,111
|
|
||||
Diluted
|
33,916
|
|
|
34,142
|
|
|
33,850
|
|
|
34,626
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Cash dividends per share
|
$
|
0.04
|
|
|
$
|
0.04
|
|
|
$
|
0.12
|
|
|
$
|
0.12
|
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||||||
|
July 31,
|
|
July 31,
|
||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
|
(In thousands)
|
||||||||||||||
Net (loss) income
|
$
|
(3,976
|
)
|
|
$
|
6,927
|
|
|
$
|
(7,290
|
)
|
|
$
|
6,150
|
|
Other comprehensive (loss) income:
|
|
|
|
|
|
|
|
||||||||
Foreign currency translation adjustments (loss) gain (pretax)
|
(12,161
|
)
|
|
35
|
|
|
(17,883
|
)
|
|
(2,537
|
)
|
||||
Change in pension from net unamortized gain tax benefit
|
—
|
|
|
—
|
|
|
—
|
|
|
70
|
|
||||
Other comprehensive (loss) income, net of tax
|
(12,161
|
)
|
|
35
|
|
|
(17,883
|
)
|
|
(2,467
|
)
|
||||
Comprehensive (loss) income
|
$
|
(16,137
|
)
|
|
$
|
6,962
|
|
|
$
|
(25,173
|
)
|
|
$
|
3,683
|
|
|
Nine Months Ended
|
||||||
|
July 31,
|
||||||
|
2016
|
|
2015
|
||||
|
(In thousands)
|
||||||
Operating activities:
|
|
|
|
||||
Net (loss) income
|
$
|
(7,290
|
)
|
|
$
|
6,150
|
|
Adjustments to reconcile net (loss) income to cash provided by operating activities:
|
|
|
|
||||
Depreciation and amortization
|
39,759
|
|
|
24,541
|
|
||
Stock-based compensation
|
4,587
|
|
|
3,391
|
|
||
Deferred income tax
|
(6,370
|
)
|
|
1,576
|
|
||
Excess tax benefit from share-based compensation
|
(134
|
)
|
|
(60
|
)
|
||
Noncash charge for deferred loan costs and debt discount
|
15,883
|
|
|
—
|
|
||
Gain on involuntary conversion
|
—
|
|
|
(1,263
|
)
|
||
Other, net
|
543
|
|
|
655
|
|
||
Changes in assets and liabilities, net of effects from acquisitions:
|
|
|
|
||||
Decrease in accounts receivable
|
2,035
|
|
|
4,328
|
|
||
Increase in inventory
|
(1,530
|
)
|
|
(51
|
)
|
||
Increase in other current assets
|
(1,239
|
)
|
|
(1,568
|
)
|
||
Decrease in accounts payable
|
(2,092
|
)
|
|
(5,236
|
)
|
||
Decrease in accrued liabilities
|
(2,139
|
)
|
|
(5,606
|
)
|
||
Increase (decrease) in income taxes payable
|
2,990
|
|
|
(817
|
)
|
||
Increase in deferred pension and postretirement benefits
|
2,485
|
|
|
1,873
|
|
||
Increase (decrease) in other long-term liabilities
|
894
|
|
|
(162
|
)
|
||
Other, net
|
676
|
|
|
(202
|
)
|
||
Cash provided by operating activities
|
49,058
|
|
|
27,549
|
|
||
Investing activities:
|
|
|
|
||||
Acquisitions, net of cash acquired
|
(245,904
|
)
|
|
(131,689
|
)
|
||
Capital expenditures
|
(25,938
|
)
|
|
(21,918
|
)
|
||
Proceeds from property insurance claim
|
—
|
|
|
1,263
|
|
||
Proceeds from disposition of capital assets
|
984
|
|
|
207
|
|
||
Cash used for investing activities
|
(270,858
|
)
|
|
(152,137
|
)
|
||
Financing activities:
|
|
|
|
||||
Borrowings under credit facilities
|
632,800
|
|
|
92,000
|
|
||
Repayments of credit facility borrowings
|
(389,000
|
)
|
|
(8,000
|
)
|
||
Debt issuance costs
|
(11,795
|
)
|
|
—
|
|
||
Repayments of other long-term debt
|
(1,825
|
)
|
|
(411
|
)
|
||
Common stock dividends paid
|
(4,101
|
)
|
|
(4,158
|
)
|
||
Issuance of common stock
|
3,368
|
|
|
4,309
|
|
||
Excess tax benefit from share-based compensation
|
134
|
|
|
60
|
|
||
Purchase of treasury stock
|
—
|
|
|
(52,719
|
)
|
||
Cash provided by financing activities
|
229,581
|
|
|
31,081
|
|
||
Effect of exchange rate changes on cash and cash equivalents
|
1,277
|
|
|
134
|
|
||
Increase (decrease) in cash and cash equivalents
|
9,058
|
|
|
(93,373
|
)
|
||
Cash and cash equivalents at beginning of period
|
23,125
|
|
|
120,384
|
|
||
Cash and cash equivalents at end of period
|
$
|
32,183
|
|
|
$
|
27,011
|
|
Nine Months Ended July 31, 2016
|
Common
Stock
|
|
Additional
Paid-in
Capital
|
|
Retained
Earnings
|
|
Accumulated
Other
Comprehensive Loss
|
|
Treasury
Stock
|
|
Total
Stockholders’
Equity
|
||||||||||||
|
(In thousands, no per share amounts shown except in verbiage)
|
||||||||||||||||||||||
Balance at October 31, 2015
|
$
|
376
|
|
|
$
|
250,937
|
|
|
$
|
222,138
|
|
|
$
|
(10,049
|
)
|
|
$
|
(68,107
|
)
|
|
$
|
395,295
|
|
Net loss
|
—
|
|
|
—
|
|
|
(7,290
|
)
|
|
—
|
|
|
—
|
|
|
(7,290
|
)
|
||||||
Foreign currency translation adjustment
|
—
|
|
|
—
|
|
|
—
|
|
|
(17,883
|
)
|
|
—
|
|
|
(17,883
|
)
|
||||||
Common dividends ($0.12 per share)
|
—
|
|
|
—
|
|
|
(4,101
|
)
|
|
—
|
|
|
—
|
|
|
(4,101
|
)
|
||||||
Stock-based compensation activity:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Expense related to stock-based compensation
|
—
|
|
|
4,587
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4,587
|
|
||||||
Stock options exercised
|
—
|
|
|
(105
|
)
|
|
(628
|
)
|
|
—
|
|
|
4,101
|
|
|
3,368
|
|
||||||
Tax effect from share-based compensation
|
—
|
|
|
(146
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(146
|
)
|
||||||
Restricted stock awards granted
|
—
|
|
|
(1,591
|
)
|
|
(6
|
)
|
|
—
|
|
|
1,597
|
|
|
—
|
|
||||||
Other
|
—
|
|
|
(643
|
)
|
|
(120
|
)
|
|
—
|
|
|
—
|
|
|
(763
|
)
|
||||||
Balance at July 31, 2016
|
$
|
376
|
|
|
$
|
253,039
|
|
|
$
|
209,993
|
|
|
$
|
(27,932
|
)
|
|
$
|
(62,409
|
)
|
|
$
|
373,067
|
|
|
As of Date of
Opening Balance Sheet |
||
|
(In thousands)
|
||
Net assets acquired:
|
|
||
Accounts receivable
|
$
|
23,427
|
|
Inventory
|
29,552
|
|
|
Prepaid and other current assets
|
4,395
|
|
|
Property, plant and equipment
|
63,313
|
|
|
Goodwill
|
114,277
|
|
|
Intangible assets
|
62,900
|
|
|
Other non-current assets
|
24
|
|
|
Accounts payable
|
(4,619
|
)
|
|
Accrued expenses
|
(9,491
|
)
|
|
Other non-current liabilities
|
(343
|
)
|
|
Deferred income tax liabilities, net
|
(37,531
|
)
|
|
Net assets acquired
|
$
|
245,904
|
|
Consideration:
|
|
||
Cash, net of cash and cash equivalents acquired and working-capital true-up received
|
$
|
245,904
|
|
|
As of Date of
Opening Balance Sheet |
||
|
(In thousands)
|
||
Net assets acquired:
|
|
||
Accounts receivable
|
$
|
12,104
|
|
Inventory
|
16,015
|
|
|
Prepaid and other assets
|
722
|
|
|
Property, plant and equipment
|
27,218
|
|
|
Goodwill
|
61,323
|
|
|
Intangible assets
|
61,101
|
|
|
Other non-current assets
|
2,252
|
|
|
Accounts payable
|
(9,375
|
)
|
|
Income taxes payable
|
(948
|
)
|
|
Accrued expenses
|
(6,239
|
)
|
|
Deferred tax liabilities
|
(14,492
|
)
|
|
Net assets acquired
|
$
|
149,681
|
|
Consideration:
|
|
||
Cash, net of cash and cash equivalents acquired
|
$
|
131,689
|
|
Debt assumed in acquisition (capital leases)
|
7,673
|
|
|
Contingent consideration (earn-out)
|
10,319
|
|
|
|
$
|
149,681
|
|
|
Pro Forma Results
|
||||||
|
For the Three Months Ended
|
|
For the Nine Months Ended
|
||||
|
July 31, 2015
|
|
July 31, 2015
|
||||
|
|
||||||
Net sales
|
$
|
250,611
|
|
|
$
|
681,772
|
|
Income from continuing operations
|
$
|
10,846
|
|
|
$
|
14,452
|
|
Net income
|
$
|
11,302
|
|
|
$
|
14,931
|
|
Basic income per share
|
$
|
0.34
|
|
|
$
|
0.44
|
|
Diluted income per share
|
$
|
0.33
|
|
|
$
|
0.43
|
|
|
July 31,
2016 |
|
October 31,
2015 |
||||
|
(In thousands)
|
||||||
Raw materials
|
$
|
34,143
|
|
|
$
|
36,865
|
|
Finished goods and work in process
|
60,972
|
|
|
32,206
|
|
||
Supplies and other
|
2,269
|
|
|
2,064
|
|
||
Total
|
97,384
|
|
|
71,135
|
|
||
Less: Inventory reserves
|
5,133
|
|
|
8,106
|
|
||
Inventories, net
|
$
|
92,251
|
|
|
$
|
63,029
|
|
|
July 31,
2016 |
|
October 31,
2015 |
||||
|
(In thousands)
|
||||||
LIFO
|
$
|
4,896
|
|
|
$
|
3,642
|
|
FIFO
|
87,355
|
|
|
59,387
|
|
||
Total
|
$
|
92,251
|
|
|
$
|
63,029
|
|
|
Nine Months Ended
|
||
|
July 31, 2016
|
||
|
(In thousands)
|
||
Beginning balance as of November 1, 2015
|
129,770
|
|
|
Woodcraft acquisition
|
114,277
|
|
|
Other
|
(575
|
)
|
|
Foreign currency translation adjustment
|
(8,950
|
)
|
|
Balance as of the end of the period
|
$
|
234,522
|
|
|
July 31, 2016
|
|
October 31, 2015
|
||||||||||||
|
Gross Carrying
Amount
|
|
Accumulated
Amortization
|
|
Gross Carrying
Amount |
|
Accumulated
Amortization |
||||||||
|
(In thousands)
|
||||||||||||||
Customer relationships
|
$
|
155,019
|
|
|
$
|
32,913
|
|
|
$
|
98,750
|
|
|
$
|
24,628
|
|
Trademarks and trade names
|
56,390
|
|
|
25,472
|
|
|
58,916
|
|
|
23,416
|
|
||||
Patents and other technology
|
24,611
|
|
|
15,369
|
|
|
25,881
|
|
|
15,158
|
|
||||
Other
|
421
|
|
|
216
|
|
|
1,767
|
|
|
1,302
|
|
||||
Total
|
$
|
236,441
|
|
|
$
|
73,970
|
|
|
$
|
185,314
|
|
|
$
|
64,504
|
|
|
Estimated
Amortization Expense
|
||
2016 (remaining three months)
|
$
|
4,219
|
|
2017
|
16,649
|
|
|
2018
|
16,401
|
|
|
2019
|
15,614
|
|
|
2020
|
14,554
|
|
|
Thereafter
|
95,034
|
|
|
Total
|
$
|
162,471
|
|
|
July 31,
2016 |
|
October 31,
2015 |
||||
|
(In thousands)
|
||||||
Revolving Credit Facility
|
$
|
150,000
|
|
|
$
|
50,000
|
|
Term Loan A
|
150,000
|
|
|
—
|
|
||
City of Richmond, Kentucky Industrial Building Revenue Bonds
|
400
|
|
|
500
|
|
||
Capital lease obligations
|
4,447
|
|
|
6,900
|
|
||
Unamortized deferred financing fees
|
(2,780
|
)
|
|
(540
|
)
|
||
Total debt
|
302,067
|
|
|
56,860
|
|
||
Less: Current maturities of long-term debt
|
24,387
|
|
|
2,359
|
|
||
Long-term debt
|
$
|
277,680
|
|
|
$
|
54,501
|
|
Pricing Level
|
|
Consolidated Leverage Ratio
|
|
Commitment Fee
|
|
LIBOR Rate Loans
|
|
Base Rate Loans
|
I
|
|
Less than or equal to 1.50 to 1.00
|
|
0.200%
|
|
1.50%
|
|
0.50%
|
II
|
|
Greater than 1.50 to 1.00, but less than or equal to 2.25 to 1.00
|
|
0.225%
|
|
1.75%
|
|
0.75%
|
III
|
|
Greater than 2.25 to 1.00, but less than or equal to 3.00 to 1.00
|
|
0.250%
|
|
2.00%
|
|
1.00%
|
IV
|
|
Greater than 3.00 to 1.00
|
|
0.300%
|
|
2.25%
|
|
1.25%
|
Period
|
|
Maximum Ratio
|
Closing Date through January 30, 2017
|
|
3.50 to 1.00
|
January 31, 2017 through January 30, 2018
|
|
3.25 to 1.00
|
January 31, 2018 and thereafter
|
|
3.00 to 1.00
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||||||
|
July 31,
|
|
July 31,
|
||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
|
(In thousands)
|
||||||||||||||
Service cost
|
$
|
928
|
|
|
$
|
802
|
|
|
$
|
2,784
|
|
|
$
|
2,486
|
|
Interest cost
|
207
|
|
|
257
|
|
|
621
|
|
|
768
|
|
||||
Expected return on plan assets
|
(404
|
)
|
|
(443
|
)
|
|
(1,213
|
)
|
|
(1,347
|
)
|
||||
Amortization of net loss
|
96
|
|
|
40
|
|
|
288
|
|
|
118
|
|
||||
Net periodic benefit cost
|
$
|
827
|
|
|
$
|
656
|
|
|
$
|
2,480
|
|
|
$
|
2,025
|
|
|
Nine Months Ended
|
||
|
July 31, 2016
|
||
|
(In thousands)
|
||
Beginning balance as of November 1, 2015
|
$
|
535
|
|
Provision for warranty expense
|
188
|
|
|
Change in accrual for preexisting warranties
|
(193
|
)
|
|
Warranty costs paid
|
(61
|
)
|
|
Total accrued warranty as of the end of the period
|
$
|
469
|
|
Less: Current portion of accrued warranty
|
303
|
|
|
Long-term portion of accrued warranty
|
$
|
166
|
|
|
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||||||
|
|
|
July 31,
|
|
July 31,
|
||||||||||||
Location of gains (losses):
|
|
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Cost of sales
|
Aluminum derivatives
|
|
$
|
14
|
|
|
$
|
—
|
|
|
$
|
14
|
|
|
$
|
—
|
|
Other, net
|
Foreign currency derivatives
|
|
252
|
|
|
151
|
|
|
(180
|
)
|
|
764
|
|
|
|
Notional as indicated
|
|
Fair Value in $
|
||||||||||||
|
|
July 31,
2016 |
|
October 31,
2015 |
|
July 31,
2016 |
|
October 31,
2015 |
||||||||
Foreign currency derivatives:
|
|
|
|
|
|
|
|
|
||||||||
Sell EUR, buy USD
|
EUR
|
$
|
6,856
|
|
|
$
|
8,076
|
|
|
$
|
(133
|
)
|
|
$
|
37
|
|
Sell CAD, buy USD
|
CAD
|
188
|
|
|
280
|
|
|
(2
|
)
|
|
1
|
|
||||
Sell GBP, buy USD
|
GBP
|
219
|
|
|
226
|
|
|
(2
|
)
|
|
3
|
|
||||
Buy EUR, sell USD
|
EUR
|
—
|
|
|
807
|
|
|
—
|
|
|
3
|
|
||||
Buy EUR, sell GBP
|
EUR
|
106
|
|
|
2
|
|
|
1
|
|
|
—
|
|
•
|
Level 1 - Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities.
|
•
|
Level 2 - Inputs other than quoted prices included within Level 1 that are observable for the asset or liability either directly or indirectly including quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active; inputs other than quoted prices that are observable for the asset or liability (e.g., interest rates) and inputs that are derived principally from or corroborated by observable market data by correlation or other means.
|
•
|
Level 3 - Inputs that are both significant to the fair value measurement and unobservable.
|
|
July 31, 2016
|
|
October 31, 2015
|
||||||||||||||||||||||||||||
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||||||||||
Assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Foreign currency derivatives
|
$
|
—
|
|
|
$
|
1
|
|
|
$
|
—
|
|
|
$
|
1
|
|
|
$
|
—
|
|
|
$
|
44
|
|
|
$
|
—
|
|
|
$
|
44
|
|
Aluminum derivatives
|
—
|
|
|
38
|
|
|
—
|
|
|
38
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Total assets
|
$
|
—
|
|
|
$
|
39
|
|
|
$
|
—
|
|
|
$
|
39
|
|
|
$
|
—
|
|
|
$
|
44
|
|
|
$
|
—
|
|
|
$
|
44
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Foreign currency derivatives
|
$
|
—
|
|
|
$
|
137
|
|
|
$
|
—
|
|
|
$
|
137
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Contingent consideration
|
—
|
|
|
—
|
|
|
9,154
|
|
|
9,154
|
|
|
—
|
|
|
—
|
|
|
10,414
|
|
|
10,414
|
|
||||||||
Total liabilities
|
$
|
—
|
|
|
$
|
137
|
|
|
$
|
9,154
|
|
|
$
|
9,291
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
10,414
|
|
|
$
|
10,414
|
|
|
Restricted Stock Awards
|
|
Weighted Average
Grant Date Fair Value per Share |
|||
Non-vested at October 31, 2015
|
293,000
|
|
|
$
|
18.70
|
|
Granted
|
85,500
|
|
|
18.87
|
|
|
Cancelled
|
(9,800
|
)
|
|
18.97
|
|
|
Vested
|
(102,000
|
)
|
|
17.84
|
|
|
Non-vested at July 31, 2016
|
266,700
|
|
|
$
|
19.07
|
|
|
Nine Months Ended
|
||
|
July 31,
|
||
|
2016
|
|
2015
|
Weighted-average expected volatility
|
37.1%
|
|
47.7%
|
Weighted-average expected term (in years)
|
5.4
|
|
5.6
|
Risk-free interest rate
|
1.7%
|
|
1.6%
|
Expected dividend yield over expected term
|
1.0%
|
|
1.0%
|
Weighted average grant date fair value
|
$6.32
|
|
$8.40
|
|
Stock Options
|
|
Weighted Average
Exercise Price
|
|
Weighted Average
Remaining Contractual
Term (in years)
|
|
Aggregate
Intrinsic
Value (000s)
|
|||||
Outstanding at October 31, 2015
|
2,352,188
|
|
|
$
|
16.46
|
|
|
|
|
|
||
Granted
|
297,900
|
|
|
19.23
|
|
|
|
|
|
|||
Exercised
|
(219,600
|
)
|
|
15.44
|
|
|
|
|
|
|||
Forfeited/Expired
|
(42,018
|
)
|
|
19.78
|
|
|
|
|
|
|||
Outstanding at July 31, 2016
|
2,388,470
|
|
|
$
|
16.84
|
|
|
5.4
|
|
$
|
7,918
|
|
Vested or expected to vest at July 31, 2016
|
2,379,504
|
|
|
$
|
16.83
|
|
|
5.4
|
|
$
|
7,908
|
|
Exercisable at July 31, 2016
|
1,980,263
|
|
|
$
|
16.34
|
|
|
4.6
|
|
$
|
7,588
|
|
|
Nine Months Ended
|
|
|
July 31, 2016
|
|
Beginning balance as of November 1, 2015
|
3,647,103
|
|
Restricted stock awards granted
|
(85,500
|
)
|
Stock options exercised
|
(219,600
|
)
|
Balance at July 31, 2016
|
3,342,003
|
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||||||
|
July 31,
|
|
July 31,
|
||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
|
(In thousands)
|
||||||||||||||
Foreign currency transaction (losses) gains
|
$
|
(2,491
|
)
|
|
$
|
341
|
|
|
$
|
(3,699
|
)
|
|
$
|
(581
|
)
|
Foreign currency derivative gains (losses)
|
252
|
|
|
151
|
|
|
(180
|
)
|
|
764
|
|
||||
Interest income
|
41
|
|
|
16
|
|
|
79
|
|
|
55
|
|
||||
Other
|
(325
|
)
|
|
58
|
|
|
(236
|
)
|
|
62
|
|
||||
Other (expense) income
|
$
|
(2,523
|
)
|
|
$
|
566
|
|
|
$
|
(4,036
|
)
|
|
$
|
300
|
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||||||
|
July 31,
|
|
July 31,
|
||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
|
(In thousands)
|
||||||||||||||
NA Engineered Components
|
$
|
2,765
|
|
|
$
|
2,228
|
|
|
$
|
7,593
|
|
|
$
|
7,025
|
|
EU Engineered Components
|
1,005
|
|
|
810
|
|
|
2,761
|
|
|
1,159
|
|
||||
NA Cabinet Components
|
1,257
|
|
|
—
|
|
|
3,452
|
|
|
—
|
|
||||
Unallocated Corporate & Other
|
—
|
|
|
1,013
|
|
|
—
|
|
|
4,588
|
|
||||
Allocated general and administrative expense
|
$
|
5,027
|
|
|
$
|
4,051
|
|
|
$
|
13,806
|
|
|
$
|
12,772
|
|
|
NA Eng. Comp.
|
|
EU Eng. Comp.
|
|
NA Cabinet Comp.
|
|
Unallocated Corp. & Other
|
|
Total
|
||||||||||
Three Months Ended July 31, 2016
|
|
|
|
|
|
|
|
|
|
||||||||||
Net sales
|
$
|
150,462
|
|
|
$
|
40,217
|
|
|
$
|
58,826
|
|
|
$
|
(1,420
|
)
|
|
$
|
248,085
|
|
Depreciation and amortization
|
7,063
|
|
|
2,340
|
|
|
3,435
|
|
|
135
|
|
|
12,973
|
|
|||||
Operating income (loss)
|
18,478
|
|
|
4,448
|
|
|
980
|
|
|
(3,976
|
)
|
|
19,930
|
|
|||||
Capital expenditures
|
5,131
|
|
|
1,002
|
|
|
2,346
|
|
|
40
|
|
|
8,519
|
|
|||||
Three Months Ended July 31, 2015
|
|
|
|
|
|
|
|
|
|
||||||||||
Net sales
|
$
|
153,508
|
|
|
$
|
27,997
|
|
|
$
|
—
|
|
|
$
|
(1,299
|
)
|
|
$
|
180,206
|
|
Depreciation and amortization
|
7,141
|
|
|
1,171
|
|
|
—
|
|
|
190
|
|
|
8,502
|
|
|||||
Operating income (loss)
|
16,814
|
|
|
(332
|
)
|
|
—
|
|
|
(6,654
|
)
|
|
9,828
|
|
|||||
Capital expenditures
|
6,927
|
|
|
1,528
|
|
|
—
|
|
|
82
|
|
|
8,537
|
|
|||||
Nine Months Ended July 31, 2016
|
|
|
|
|
|
|
|
|
|
||||||||||
Net sales
|
$
|
406,029
|
|
|
$
|
110,250
|
|
|
$
|
166,906
|
|
|
$
|
(4,172
|
)
|
|
$
|
679,013
|
|
Depreciation and amortization
|
21,424
|
|
|
7,191
|
|
|
10,709
|
|
|
435
|
|
|
39,759
|
|
|||||
Operating income (loss)
|
33,785
|
|
|
8,991
|
|
|
115
|
|
|
(14,543
|
)
|
|
28,348
|
|
|||||
Capital expenditures
|
15,226
|
|
|
4,904
|
|
|
5,688
|
|
|
120
|
|
|
25,938
|
|
|||||
Nine Months Ended July 31, 2015
|
|
|
|
|
|
|
|
|
|
||||||||||
Net sales
|
$
|
402,249
|
|
|
$
|
51,304
|
|
|
$
|
—
|
|
|
$
|
(3,484
|
)
|
|
$
|
450,069
|
|
Depreciation and amortization
|
21,690
|
|
|
1,983
|
|
|
—
|
|
|
868
|
|
|
24,541
|
|
|||||
Operating income (loss)
|
21,127
|
|
|
380
|
|
|
—
|
|
|
(13,605
|
)
|
|
7,902
|
|
|||||
Capital expenditures
|
18,850
|
|
|
2,986
|
|
|
—
|
|
|
82
|
|
|
21,918
|
|
|||||
As of July 31, 2016
|
|
|
|
|
|
|
|
|
|
||||||||||
Total assets
|
$
|
308,285
|
|
|
$
|
204,586
|
|
|
$
|
295,087
|
|
|
$
|
13,536
|
|
|
$
|
821,494
|
|
As of October 31, 2015
|
|
|
|
|
|
|
|
|
|
||||||||||
Total assets
|
$
|
314,397
|
|
|
$
|
231,261
|
|
|
$
|
—
|
|
|
$
|
20,592
|
|
|
$
|
566,250
|
|
Three months ended July 31, 2015
|
As Previously Reported
|
|
Reclassification
|
|
Current Presentation
|
||||||
Engineered Products
|
|
|
|
|
|
||||||
Net sales
|
$
|
180,206
|
|
|
$
|
(180,206
|
)
|
|
$
|
—
|
|
Depreciation and amortization
|
8,502
|
|
|
(8,502
|
)
|
|
—
|
|
|||
Operating income (loss)
|
9,828
|
|
|
(9,828
|
)
|
|
—
|
|
|||
Capital expenditures
|
$
|
8,537
|
|
|
$
|
(8,537
|
)
|
|
$
|
—
|
|
NA Engineered Components
|
|
|
|
|
|
||||||
Net sales
|
$
|
—
|
|
|
$
|
153,508
|
|
|
$
|
153,508
|
|
Depreciation and amortization
|
—
|
|
|
7,141
|
|
|
7,141
|
|
|||
Operating income (loss)
|
—
|
|
|
16,814
|
|
|
16,814
|
|
|||
Capital expenditures
|
$
|
—
|
|
|
$
|
6,927
|
|
|
$
|
6,927
|
|
EU Engineered Components
|
|
|
|
|
|
||||||
Net sales
|
$
|
—
|
|
|
$
|
27,997
|
|
|
$
|
27,997
|
|
Depreciation and amortization
|
—
|
|
|
1,171
|
|
|
1,171
|
|
|||
Operating income (loss)
|
—
|
|
|
(332
|
)
|
|
(332
|
)
|
|||
Capital expenditures
|
$
|
—
|
|
|
$
|
1,528
|
|
|
$
|
1,528
|
|
Unallocated Corporate & Other
|
|
|
|
|
|
||||||
Net sales
|
$
|
—
|
|
|
$
|
(1,299
|
)
|
|
$
|
(1,299
|
)
|
Depreciation and amortization
|
—
|
|
|
190
|
|
|
190
|
|
|||
Operating income (loss)
|
—
|
|
|
(6,654
|
)
|
|
(6,654
|
)
|
|||
Capital expenditures
|
$
|
—
|
|
|
$
|
82
|
|
|
$
|
82
|
|
Nine months ended July 31, 2015
|
As Previously Reported
|
|
Reclassification
|
|
Current Presentation
|
||||||
Engineered Products
|
|
|
|
|
|
||||||
Net sales
|
$
|
450,069
|
|
|
$
|
(450,069
|
)
|
|
$
|
—
|
|
Depreciation and amortization
|
24,541
|
|
|
(24,541
|
)
|
|
—
|
|
|||
Operating income (loss)
|
7,902
|
|
|
(7,902
|
)
|
|
—
|
|
|||
Capital expenditures
|
$
|
21,918
|
|
|
$
|
(21,918
|
)
|
|
$
|
—
|
|
NA Engineered Components
|
|
|
|
|
|
||||||
Net sales
|
$
|
—
|
|
|
$
|
402,249
|
|
|
$
|
402,249
|
|
Depreciation and amortization
|
—
|
|
|
21,690
|
|
|
21,690
|
|
|||
Operating income (loss)
|
—
|
|
|
21,127
|
|
|
21,127
|
|
|||
Capital expenditures
|
$
|
—
|
|
|
$
|
18,850
|
|
|
$
|
18,850
|
|
EU Engineered Components
|
|
|
|
|
|
||||||
Net sales
|
$
|
—
|
|
|
$
|
51,304
|
|
|
$
|
51,304
|
|
Depreciation and amortization
|
—
|
|
|
1,983
|
|
|
1,983
|
|
|||
Operating income (loss)
|
—
|
|
|
380
|
|
|
380
|
|
|||
Capital expenditures
|
$
|
—
|
|
|
$
|
2,986
|
|
|
$
|
2,986
|
|
Unallocated Corporate & Other
|
|
|
|
|
|
||||||
Net sales
|
$
|
—
|
|
|
$
|
(3,484
|
)
|
|
$
|
(3,484
|
)
|
Depreciation and amortization
|
—
|
|
|
868
|
|
|
868
|
|
|||
Operating income (loss)
|
—
|
|
|
(13,605
|
)
|
|
(13,605
|
)
|
|||
Capital expenditures
|
$
|
—
|
|
|
$
|
82
|
|
|
$
|
82
|
|
|
NA Eng. Comp.
|
|
EU Eng. Comp.
|
|
NA Cabinet Comp.
|
|
Unalloc. Corp. & Other
|
|
Total
|
||||||||||
Balance as of October 31, 2015
|
$
|
51,314
|
|
|
$
|
78,456
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
129,770
|
|
Woodcraft acquisition
|
—
|
|
|
—
|
|
|
114,277
|
|
|
—
|
|
|
114,277
|
|
|||||
Other
|
—
|
|
|
(575
|
)
|
|
—
|
|
|
—
|
|
|
(575
|
)
|
|||||
Foreign currency translation adjustment
|
—
|
|
|
(8,950
|
)
|
|
—
|
|
|
—
|
|
|
(8,950
|
)
|
|||||
Balance as of July 31, 2016
|
$
|
51,314
|
|
|
$
|
68,931
|
|
|
$
|
114,277
|
|
|
$
|
—
|
|
|
$
|
234,522
|
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||||||
|
July 31,
|
|
July 31,
|
||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
|
(In thousands)
|
||||||||||||||
Operating income (loss)
|
$
|
19,930
|
|
|
$
|
9,828
|
|
|
$
|
28,348
|
|
|
$
|
7,902
|
|
Interest expense
|
(22,200
|
)
|
|
(338
|
)
|
|
(34,324
|
)
|
|
(624
|
)
|
||||
Other, net
|
(2,523
|
)
|
|
566
|
|
|
(4,036
|
)
|
|
300
|
|
||||
Income tax benefit (expense)
|
817
|
|
|
(3,585
|
)
|
|
2,722
|
|
|
(1,907
|
)
|
||||
Net (loss) income from continuing operations
|
$
|
(3,976
|
)
|
|
$
|
6,471
|
|
|
$
|
(7,290
|
)
|
|
$
|
5,671
|
|
|
Three months ended
|
|
Nine Months Ended
|
||||||||||||
|
July 31,
|
|
July 31,
|
||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
|
(In thousands)
|
||||||||||||||
NA Engineered Components:
|
|
|
|
|
|
|
|
||||||||
United States - fenestration
|
$
|
124,725
|
|
|
$
|
129,337
|
|
|
$
|
339,608
|
|
|
$
|
334,234
|
|
International - fenestration
|
9,530
|
|
|
9,758
|
|
|
23,317
|
|
|
24,517
|
|
||||
United States - non-fenestration
|
11,091
|
|
|
11,218
|
|
|
29,358
|
|
|
32,354
|
|
||||
International - non-fenestration
|
5,116
|
|
|
3,195
|
|
|
13,746
|
|
|
11,144
|
|
||||
|
$
|
150,462
|
|
|
$
|
153,508
|
|
|
$
|
406,029
|
|
|
$
|
402,249
|
|
EU Engineered Components:
|
|
|
|
|
|
|
|
||||||||
United States - fenestration
|
$
|
159
|
|
|
$
|
—
|
|
|
$
|
285
|
|
|
$
|
44
|
|
International - fenestration
|
35,547
|
|
|
25,979
|
|
|
98,744
|
|
|
49,242
|
|
||||
International - non-fenestration
|
4,511
|
|
|
2,018
|
|
|
11,221
|
|
|
2,018
|
|
||||
|
$
|
40,217
|
|
|
$
|
27,997
|
|
|
$
|
110,250
|
|
|
$
|
51,304
|
|
NA Cabinet Components:
|
|
|
|
|
|
|
|
||||||||
United States
|
$
|
58,182
|
|
|
$
|
—
|
|
|
$
|
164,781
|
|
|
$
|
—
|
|
International
|
644
|
|
|
—
|
|
|
2,125
|
|
|
—
|
|
||||
|
$
|
58,826
|
|
|
$
|
—
|
|
|
$
|
166,906
|
|
|
$
|
—
|
|
Unallocated Corporate & Other
|
|
|
|
|
|
|
|
||||||||
Eliminations
|
$
|
(1,420
|
)
|
|
$
|
(1,299
|
)
|
|
$
|
(4,172
|
)
|
|
$
|
(3,484
|
)
|
|
$
|
(1,420
|
)
|
|
$
|
(1,299
|
)
|
|
$
|
(4,172
|
)
|
|
$
|
(3,484
|
)
|
Net sales
|
$
|
248,085
|
|
|
$
|
180,206
|
|
|
$
|
679,013
|
|
|
$
|
450,069
|
|
|
Three Months Ended July 31, 2015
|
|||||||||
|
Net Income from Continuing Operations
|
|
Weighted Average Shares
|
|
Per Share
|
|||||
Basic earnings per common share
|
$
|
6,471
|
|
|
33,618
|
|
|
$
|
0.20
|
|
Effect of dilutive securities:
|
|
|
|
|
|
|||||
Stock options
|
—
|
|
|
378
|
|
|
|
|||
Restricted stock awards
|
—
|
|
|
146
|
|
|
|
|||
Diluted earnings per common share
|
$
|
6,471
|
|
|
34,142
|
|
|
$
|
0.19
|
|
|
Nine Months Ended July 31, 2015
|
|||||||||
|
Net Income from Continuing Operations
|
|
Weighted Average Shares
|
|
Per Share
|
|||||
Basic earnings per common share
|
$
|
5,671
|
|
|
34,111
|
|
|
$
|
0.17
|
|
Effect of dilutive securities:
|
|
|
|
|
|
|||||
Stock options
|
—
|
|
|
389
|
|
|
|
|||
Restricted stock awards
|
—
|
|
|
126
|
|
|
|
|||
Diluted earnings per common share
|
$
|
5,671
|
|
|
34,626
|
|
|
$
|
0.17
|
|
•
|
changes in market conditions, particularly in the new home construction, and residential remodeling and replacement (R&R) activity markets in the United States, United Kingdom and Germany;
|
•
|
changes in non-pass-through raw material costs;
|
•
|
changes in domestic and international economic conditions;
|
•
|
changes in purchases by our principal customers;
|
•
|
fluctuations in foreign currency exchange rates;
|
•
|
our ability to maintain an effective system of internal controls;
|
•
|
our ability to successfully implement our internal operating plans and acquisition strategies;
|
•
|
our ability to successfully implement our plans with respect to information technology (IT) systems and processes;
|
•
|
our ability to control costs and increase profitability;
|
•
|
changes in environmental laws and regulations;
|
•
|
changes in warranty obligations;
|
•
|
changes in energy costs;
|
•
|
changes in tax laws, and interpretations thereof;
|
•
|
changes in interest rates;
|
•
|
our ability to service our debt facilities and remain in good standing with our lenders;
|
•
|
our ability to maintain a good relationship with our suppliers, subcontractors, and key customers; and
|
•
|
the resolution of litigation and other legal proceedings.
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||||||
|
July 31,
|
|
July 31,
|
||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
|
(In thousands)
|
||||||||||||||
NA Engineered Components
|
$
|
2,765
|
|
|
$
|
2,228
|
|
|
$
|
7,593
|
|
|
$
|
7,025
|
|
EU Engineered Components
|
1,005
|
|
|
810
|
|
|
2,761
|
|
|
1,159
|
|
||||
NA Cabinet Components
|
1,257
|
|
|
—
|
|
|
3,452
|
|
|
—
|
|
||||
Unallocated Corporate & Other
|
—
|
|
|
1,013
|
|
|
—
|
|
|
4,588
|
|
||||
Allocable general and administrative expense
|
$
|
5,027
|
|
|
$
|
4,051
|
|
|
$
|
13,806
|
|
|
$
|
12,772
|
|
|
Three Months Ended July 31,
|
|||||||||||||
|
2016
|
|
2015
|
|
Change $
|
|
% Variance
|
|||||||
|
(Dollars in millions)
|
|||||||||||||
Net sales
|
$
|
248.1
|
|
|
$
|
180.2
|
|
|
$
|
67.9
|
|
|
38
|
%
|
Cost of sales (excluding depreciation and amortization)
|
186.6
|
|
|
136.9
|
|
|
49.7
|
|
|
(36
|
)%
|
|||
Selling, general and administrative
|
28.6
|
|
|
25.0
|
|
|
3.6
|
|
|
(14
|
)%
|
|||
Depreciation and amortization
|
13.0
|
|
|
8.5
|
|
|
4.5
|
|
|
(53
|
)%
|
|||
Operating income
|
$
|
19.9
|
|
|
$
|
9.8
|
|
|
$
|
10.1
|
|
|
103
|
%
|
Interest expense
|
(22.2
|
)
|
|
(0.3
|
)
|
|
(21.9
|
)
|
|
(7,300
|
)%
|
|||
Other, net
|
(2.5
|
)
|
|
0.5
|
|
|
(3.0
|
)
|
|
600
|
%
|
|||
Income tax benefit (expense)
|
0.8
|
|
|
(3.6
|
)
|
|
4.4
|
|
|
122
|
%
|
|||
(Loss) income from continuing operations
|
$
|
(4.0
|
)
|
|
$
|
6.4
|
|
|
$
|
(10.4
|
)
|
|
(163
|
)%
|
Income from discontinued operations, net of tax
|
—
|
|
|
0.5
|
|
|
(0.5
|
)
|
|
(100
|
)%
|
|||
Net (loss) income
|
$
|
(4.0
|
)
|
|
$
|
6.9
|
|
|
$
|
(10.9
|
)
|
|
(158
|
)%
|
|
Three Months Ended July 31,
|
||||||||||||
|
2016
|
|
2015
|
|
$ Change
|
|
% Variance
|
||||||
|
(Dollars in millions)
|
||||||||||||
Net sales
|
$
|
150.5
|
|
|
$
|
153.5
|
|
|
$
|
(3.0
|
)
|
|
(2)%
|
Cost of sales (excluding depreciation and amortization)
|
109.5
|
|
|
114.7
|
|
|
(5.2
|
)
|
|
5%
|
|||
Selling, general and administrative
|
15.4
|
|
|
14.8
|
|
|
0.6
|
|
|
(4)%
|
|||
Depreciation and amortization
|
7.1
|
|
|
7.2
|
|
|
(0.1
|
)
|
|
1%
|
|||
Operating income
|
$
|
18.5
|
|
|
$
|
16.8
|
|
|
$
|
1.7
|
|
|
10%
|
Operating income margin
|
12
|
%
|
|
11
|
%
|
|
|
|
|
|
Three Months Ended July 31,
|
||||||||||||
|
2016
|
|
2015
|
|
$ Change
|
|
Variance %
|
||||||
|
(Dollars in millions)
|
||||||||||||
Net sales
|
$
|
40.2
|
|
|
$
|
28.0
|
|
|
$
|
12.2
|
|
|
44%
|
Cost of sales (excluding depreciation and amortization)
|
27.5
|
|
|
22.7
|
|
|
4.8
|
|
|
(21)%
|
|||
Selling, general and administrative
|
5.9
|
|
|
4.5
|
|
|
1.4
|
|
|
(31)%
|
|||
Depreciation and amortization
|
2.3
|
|
|
1.1
|
|
|
1.2
|
|
|
(109)%
|
|||
Operating income (loss)
|
$
|
4.5
|
|
|
$
|
(0.3
|
)
|
|
$
|
4.8
|
|
|
1,600%
|
Operating income (loss) margin
|
11
|
%
|
|
(1
|
)%
|
|
|
|
|
|
Three months ended
|
||
|
July 31, 2016
|
||
|
(Dollars in millions)
|
||
Net sales
|
$
|
58.8
|
|
Cost of sales (excluding depreciation and amortization)
|
50.4
|
|
|
Selling, general and administrative
|
4.0
|
|
|
Depreciation and amortization
|
3.4
|
|
|
Operating income
|
$
|
1.0
|
|
Operating income margin
|
2
|
%
|
|
Three Months Ended July 31,
|
||||||||||||
|
2016
|
|
2015
|
|
$ Change
|
|
Variance %
|
||||||
|
(Dollars in millions)
|
||||||||||||
Net sales
|
$
|
(1.4
|
)
|
|
$
|
(1.3
|
)
|
|
$
|
(0.1
|
)
|
|
(8)%
|
Cost of sales (excluding depreciation and amortization)
|
(0.8
|
)
|
|
(0.5
|
)
|
|
(0.3
|
)
|
|
(60)%
|
|||
Selling, general and administrative
|
3.3
|
|
|
5.7
|
|
|
(2.4
|
)
|
|
42%
|
|||
Depreciation and amortization
|
0.2
|
|
|
0.2
|
|
|
—
|
|
|
—%
|
|||
Operating loss
|
$
|
(4.1
|
)
|
|
$
|
(6.7
|
)
|
|
$
|
2.6
|
|
|
39%
|
|
Nine Months Ended July 31,
|
|||||||||||||
|
2016
|
|
2015
|
|
Change $
|
|
% Variance
|
|||||||
|
(Dollars in millions)
|
|||||||||||||
Net sales
|
$
|
679.0
|
|
|
$
|
450.1
|
|
|
$
|
228.9
|
|
|
51
|
%
|
Cost of sales (excluding depreciation and amortization)
|
522.5
|
|
|
353.5
|
|
|
169.0
|
|
|
(48
|
)%
|
|||
Selling, general and administrative
|
88.4
|
|
|
64.2
|
|
|
24.2
|
|
|
(38
|
)%
|
|||
Depreciation and amortization
|
39.8
|
|
|
24.5
|
|
|
15.3
|
|
|
(62
|
)%
|
|||
Operating income
|
$
|
28.3
|
|
|
$
|
7.9
|
|
|
$
|
20.4
|
|
|
258
|
%
|
Interest expense
|
(34.3
|
)
|
|
(0.6
|
)
|
|
(33.7
|
)
|
|
(5,617
|
)%
|
|||
Other, net
|
(4.0
|
)
|
|
0.3
|
|
|
(4.3
|
)
|
|
(1,433
|
)%
|
|||
Income tax benefit (expense)
|
2.7
|
|
|
(1.9
|
)
|
|
4.6
|
|
|
242
|
%
|
|||
(Loss) income from continuing operations
|
$
|
(7.3
|
)
|
|
$
|
5.7
|
|
|
$
|
(13.0
|
)
|
|
(228
|
)%
|
Income from discontinued operations, net of tax
|
$
|
—
|
|
|
$
|
0.5
|
|
|
(0.5
|
)
|
|
(100
|
)%
|
|
Net (loss) income
|
$
|
(7.3
|
)
|
|
$
|
6.2
|
|
|
$
|
(13.5
|
)
|
|
(218
|
)%
|
|
Nine Months Ended July 31,
|
||||||||||||
|
2016
|
|
2015
|
|
$ Change
|
|
% Variance
|
||||||
|
(Dollars in millions)
|
||||||||||||
Net sales
|
$
|
406.0
|
|
|
$
|
402.2
|
|
|
$
|
3.8
|
|
|
1%
|
Cost of sales (excluding depreciation and amortization)
|
304.5
|
|
|
315.0
|
|
|
(10.5
|
)
|
|
3%
|
|||
Selling, general and administrative
|
46.3
|
|
|
44.5
|
|
|
1.8
|
|
|
(4)%
|
|||
Depreciation and amortization
|
21.4
|
|
|
21.6
|
|
|
(0.2
|
)
|
|
1%
|
|||
Operating income
|
$
|
33.8
|
|
|
$
|
21.1
|
|
|
$
|
12.7
|
|
|
60%
|
Operating income margin
|
8
|
%
|
|
5
|
%
|
|
|
|
|
|
Nine Months Ended July 31,
|
||||||||||||
|
2016
|
|
2015
|
|
$ Change
|
|
Variance %
|
||||||
|
(Dollars in millions)
|
||||||||||||
Net sales
|
$
|
110.3
|
|
|
$
|
51.3
|
|
|
$
|
59.0
|
|
|
115%
|
Cost of sales (excluding depreciation and amortization)
|
76.7
|
|
|
40.2
|
|
|
36.5
|
|
|
(91)%
|
|||
Selling, general and administrative
|
17.4
|
|
|
8.7
|
|
|
8.7
|
|
|
(100)%
|
|||
Depreciation and amortization
|
7.2
|
|
|
2.0
|
|
|
5.2
|
|
|
(260)%
|
|||
Operating income
|
$
|
9.0
|
|
|
$
|
0.4
|
|
|
$
|
8.6
|
|
|
2,150%
|
Operating income margin
|
8
|
%
|
|
1
|
%
|
|
|
|
|
|
Nine months ended
|
||
|
July 31, 2016
|
||
|
(Dollars in millions)
|
||
Net sales
|
$
|
166.9
|
|
Cost of sales (excluding depreciation and amortization)
|
143.7
|
|
|
Selling, general and administrative
|
12.3
|
|
|
Depreciation and amortization
|
10.8
|
|
|
Operating income
|
$
|
0.1
|
|
Operating income margin
|
—
|
%
|
|
Nine Months Ended July 31,
|
||||||||||||
|
2016
|
|
2015
|
|
$ Change
|
|
Variance %
|
||||||
|
(Dollars in millions)
|
||||||||||||
Net sales
|
$
|
(4.2
|
)
|
|
$
|
(3.4
|
)
|
|
$
|
(0.8
|
)
|
|
(24)%
|
Cost of sales (excluding depreciation and amortization)
|
(2.4
|
)
|
|
(1.7
|
)
|
|
(0.7
|
)
|
|
(41)%
|
|||
Selling, general and administrative
|
12.4
|
|
|
11.0
|
|
|
1.4
|
|
|
(13)%
|
|||
Depreciation and amortization
|
0.4
|
|
|
0.9
|
|
|
(0.5
|
)
|
|
56%
|
|||
Operating loss
|
$
|
(14.6
|
)
|
|
$
|
(13.6
|
)
|
|
$
|
(1.0
|
)
|
|
(7)%
|
|
Nine Months Ended
|
||||||
|
July 31,
|
||||||
|
2016
|
|
2015
|
||||
|
(In millions)
|
||||||
Cash provided by operating activities
|
$
|
49.1
|
|
|
$
|
27.5
|
|
Cash used for investing activities
|
$
|
(270.9
|
)
|
|
$
|
(152.1
|
)
|
Cash provided by financing activities
|
$
|
229.6
|
|
|
$
|
31.1
|
|
|
|
Notional as indicated
|
|
Fair Value in $
|
||||||||||||
|
|
July 31,
2016 |
|
October 31,
2015 |
|
July 31,
2016 |
|
October 31,
2015 |
||||||||
Foreign currency derivatives:
|
|
|
|
|
|
|
|
|
||||||||
Sell EUR, buy USD
|
EUR
|
$
|
6,856
|
|
|
$
|
8,076
|
|
|
$
|
(133
|
)
|
|
$
|
37
|
|
Sell CAD, buy USD
|
CAD
|
188
|
|
|
280
|
|
|
(2
|
)
|
|
1
|
|
||||
Sell GBP, buy USD
|
GBP
|
219
|
|
|
226
|
|
|
(2
|
)
|
|
3
|
|
||||
Buy EUR, sell USD
|
EUR
|
—
|
|
|
807
|
|
|
—
|
|
|
3
|
|
||||
Buy EUR, sell GBP
|
EUR
|
106
|
|
|
2
|
|
|
1
|
|
|
—
|
|
|
|
|
QUANEX BUILDING PRODUCTS CORPORATION
|
|
|
|
|
Date:
|
September 7, 2016
|
|
/s/ Brent L. Korb
|
|
|
|
Brent L. Korb
|
|
|
|
Senior Vice President – Finance and Chief Financial Officer
(Principal Financial Officer)
|
3.1
|
|
Restated Certificate of Incorporation of the Registrant dated as of March 4, 2016, filed as Exhibit 3.1 of the Registrant’s Current Report on Form 8-K (Reg. No. 001-33913) as filed with the Securities and Exchange Commission on March 7, 2016, and incorporated herein by reference.
|
|
|
|
*3.2
|
|
Third Amended and Restated Bylaws of the Registrant dated as of March 4, 2016.**
|
|
|
|
4.1
|
|
Form of Registrant’s Common Stock certificate, filed as Exhibit 4.1 of Amendment No. 1 to the Registrant’s Registration Statement on Form 10 (Reg. No. 001-33913) as filed with the Securities and Exchange Commission on February 14, 2008, and incorporated herein by reference.
|
|
|
|
4.2
|
|
Credit Agreement dated as of July 29, 2016, among the Company; certain of its subsidiaries as guarantors; Wells Fargo Bank, National Association, as administrative agent; Bank of America, N.A., as syndication agent; Wells Fargo Securities LLC and Merrill Lynch, Pierce, Fenner & Smith Incorporated as joint lead arrangers; and the lenders party thereto, filed as Exhibit 10.1 of the Registrant’s Current Report on Form 8-K (Reg. No. 001-33913) as filed with the Securities and Exchange Commission on August 1, 2016, and incorporated herein by reference.
|
|
|
|
10.1
|
|
Amended and Completely Restated Lease Agreement dated as of August 25, 2016, between Lauren Real Estate Holdings LLC and Quanex IG Systems, Inc., filed as Exhibit 10.1 of the Registrant's Current Report on Form 8-K (Reg. No. 001-33913) as filed with the Securities and Exchange Commission on August 26, 2016, and incorporated herein by reference.
|
|
|
|
*31.1
|
|
Certification by chief executive officer pursuant to Rule 13a-14(a)/15d-14(a).
|
|
|
|
*31.2
|
|
Certification by chief financial officer pursuant to Rule 13a-14(a)/15d-14(a).
|
|
|
|
*32.1
|
|
Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
*101.INS
|
|
XBRL Instance Document
|
|
|
|
*101.SCH
|
|
XBRL Taxonomy Extension Schema Document
|
|
|
|
*101.CAL
|
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
|
|
|
*101.DEF
|
|
XBRL Taxonomy Extension Definition Linkbase Document
|
|
|
|
*101.LAB
|
|
XBRL Taxonomy Extension Label Linkbase Document
|
|
|
|
*101.PRE
|
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
1.
|
I have reviewed this quarterly report on Form 10-Q of Quanex Building Products Corporation (the “Registrant”);
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Registrant as of, and for, the periods presented in this report;
|
4.
|
The Registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures [as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)] and internal control over financial reporting [as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)] for the Registrant and have:
|
a.
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b.
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c.
|
Evaluated the effectiveness of the Registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d.
|
Disclosed in this report any change in the Registrant’s internal control over financial reporting that occurred during the Registrant’s most recent fiscal quarter (the Registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the Registrant’s internal control over financial reporting; and
|
5.
|
The Registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Registrant’s auditors and the audit committee of the Registrant’s board of directors (or persons performing the equivalent functions):
|
a.
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Registrant’s ability to record, process, summarize and report financial information; and
|
b.
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant’s internal control over financial reporting.
|
/s/ William C. Griffiths
|
|
William C. Griffiths
Chairman of the Board, President and Chief Executive Officer
(Principal Executive Officer)
|
|
1.
|
I have reviewed this quarterly report on Form 10-Q of Quanex Building Products Corporation (the “Registrant”);
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Registrant as of, and for, the periods presented in this report;
|
4.
|
The Registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures [as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)] and internal control over financial reporting [as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)] for the Registrant and have:
|
a.
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b.
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c.
|
Evaluated the effectiveness of the Registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d.
|
Disclosed in this report any change in the Registrant’s internal control over financial reporting that occurred during the Registrant’s most recent fiscal quarter (the Registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the Registrant’s internal control over financial reporting; and
|
5.
|
The Registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Registrant’s auditors and the audit committee of the Registrant’s board of directors (or persons performing the equivalent functions):
|
a.
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Registrant’s ability to record, process, summarize and report financial information; and
|
b.
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant’s internal control over financial reporting.
|
/s/ Brent L. Korb
|
|
Brent L. Korb
Senior Vice President – Finance and Chief Financial Officer
(Principal Financial Officer)
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/s/ William C. Griffiths
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/s/ Brent L. Korb
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William C. Griffiths
Chairman of the Board,
President and
Chief
Executive Officer
(Principal Executive Officer)
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Brent L. Korb
Senior Vice President—Finance and
Chief Financial Officer
(Principal Financial Officer)
|