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x
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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¨
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Delaware
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26-1561397
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(State or other jurisdiction of incorporation or organization)
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(I.R.S. Employer Identification No.)
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1800 West Loop South, Suite 1500, Houston, Texas
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77027
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(Address of principal executive offices)
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(Zip code)
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Title of each class
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Name of each exchange on which registered
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Common Stock, $0.01 par value
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New York Stock Exchange, Inc.
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Large accelerated filer
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x
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Accelerated filer
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o
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Non-accelerated filer
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o
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Smaller reporting company
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o
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Page
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Item 1.
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Item 1A.
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Item 1B.
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Item 2.
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Item 3.
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Item 4.
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Mine Safety Disclosures
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Item 5.
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Item 6.
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Item 7.
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Item 7A.
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Item 8.
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Item 9.
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Item 9A.
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Item 9B.
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Other Information
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Item 10.
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Item 11.
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Item 12.
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Item 13.
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Item 14.
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Item 15.
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•
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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;
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•
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changes in non-pass-through raw material costs;
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•
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changes in domestic and international economic conditions;
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•
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changes in purchases by our principal customers;
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•
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fluctuations in foreign currency exchange rates;
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•
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our ability to maintain an effective system of internal controls;
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•
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our ability to successfully implement our internal operating plans and acquisition strategies;
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•
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our ability to successfully implement our plans with respect to information technology (IT) systems and processes;
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•
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our ability to control costs and increase profitability;
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•
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changes in environmental laws and regulations;
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•
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changes in warranty obligations;
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•
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changes in energy costs;
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•
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changes in tax laws, and interpretations thereof;
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•
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changes in interest rates;
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•
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our ability to service our debt facilities and remain in good standing with our lenders;
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•
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our ability to maintain good relationships with our suppliers, subcontractors, and key customers; and
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•
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the resolution of litigation and other legal proceedings.
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•
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in March 2011, we acquired Edgetech, I.G. Inc. and its German subsidiary, which provided us with three manufacturing facilities, one each in the United States, United Kingdom and Germany, that produce and market a full line of flexible insulating glass spacer systems for window and door customers in North America and abroad. This acquisition complemented our then existing insulating glass products business in the United States and, as a result, we committed to a plan to consolidate these facilities in November 2011. This consolidation plan, in part, resulted in the closure of a plant in Barbourville, Kentucky, and the relocation of equipment that was used to manufacture the single seal, warm-edge spacer system to our facility in Cambridge, Ohio. This consolidation was substantially completed by August 2012, with minor residual cash payments and program costs incurred during fiscal 2013. We sold the facility in Barbourville in May 2014;
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•
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in December 2012, we acquired substantially all of the assets of Alumco Inc. and its subsidiaries (Alumco), an aluminum screen manufacturer, which allowed us to expand the scope of our fenestration business to include screens for vinyl window and door manufacturers and to expand our geographic reach throughout the United States;
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•
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in April 2014, we sold our interest in a limited liability company which held the net assets of our Nichols Aluminum business (Nichols), to Aleris International, Inc. (Aleris), a privately held company which provides aluminum rolled products and extrusions, aluminum recycling and specification aluminum alloy production;
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•
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in June 2015, we acquired the outstanding ownership shares of Flamstead Holdings Limited, an extruder of vinyl lineal products and manufacturer of other plastic products incorporated and registered in England and Wales. Following a pre-sale reorganization and purchase, Flamstead Holdings Limited owned 100% of the ownership shares of the following subsidiaries: HL Plastics Limited, Vintage Windows Limited, Wegoma Machinery Sales Limited (renamed in 2016 as Avantek Machinery Company), and Liniar Limited (collectively referred to as “HLP”), each registered in England and Wales. This acquisition expanded our vinyl extrusion product offerings and expanded our international presence in the global fenestration business;
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•
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in November 2015, we completed the merger of QWMS, Inc., a Delaware corporation which was a newly-formed and wholly-owned Quanex subsidiary, and WII Holding, Inc. (WII), a Delaware corporation. Upon satisfaction or waiver of
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•
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In October 2016, we committed to a restructuring plan that includes the closure of two vinyl-extrusion plants in the United States and our kitchen and bathroom cabinet door plant in Guadalajara, Mexico.
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Single-family Units
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Multi-family Units
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Manufactured Units
|
|
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||||||
Period
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|
Units
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% Change
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|
Units
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% Change
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|
Units
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% Change
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Total Units
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Annual Data
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|
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2010
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471
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N/A
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116
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N/A
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50
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N/A
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637
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2011
|
|
434
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(8)%
|
|
178
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53%
|
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51
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2%
|
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663
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2012
|
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537
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24%
|
|
247
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39%
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55
|
|
8%
|
|
839
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2013
|
|
620
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15%
|
|
308
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25%
|
|
60
|
|
9%
|
|
988
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2014
|
|
647
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4%
|
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355
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15%
|
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64
|
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7%
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1,066
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2015
|
|
713
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10%
|
|
395
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11%
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71
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11%
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1,179
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Annual Data - Forecast
|
|
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2016
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773
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8%
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369
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(7)%
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75
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6%
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1,217
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2017
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873
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13%
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385
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4%
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73
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(3)%
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1,331
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2018
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992
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14%
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373
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(3)%
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83
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14%
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1,448
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New Construction
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Remodeling & Replacement
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||||||||||||||||||||
Period
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Wood
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Aluminum
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Vinyl
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Fiberglass
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Other
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Total
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Wood
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Aluminum
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Vinyl
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Fiberglass
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Other
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Total
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Annual Data
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2010
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2,778
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1,746
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6,729
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526
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167
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11,946
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6,139
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1,012
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21,079
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840
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573
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29,643
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2011
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2,601
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1,820
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6,623
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514
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182
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11,740
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5,071
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717
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19,086
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730
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516
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26,120
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2012
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|
2,736
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2,516
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8,625
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592
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237
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14,706
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4,566
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|
696
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18,902
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|
657
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|
594
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25,415
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2013
|
|
2,989
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3,077
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10,585
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668
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264
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|
17,583
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|
4,739
|
|
658
|
|
19,588
|
|
685
|
|
658
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|
26,328
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2014
|
|
3,108
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|
3,471
|
|
11,651
|
|
728
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|
291
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|
19,249
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|
4,697
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|
718
|
|
19,972
|
|
698
|
|
677
|
|
26,762
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2015
|
|
2,909
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|
3,467
|
|
12,915
|
|
793
|
|
358
|
|
20,442
|
|
4,324
|
|
562
|
|
20,742
|
|
766
|
|
740
|
|
27,134
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•
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the number of housing starts and window shipments in the United States has increased in recent years following a dramatic decline from 2007 through 2011. The NAHB expects this trend to continue for the next several years, which should result in higher demand for our fenestration and kitchen and bathroom cabinet door products;
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•
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the recent growth in the housing market has been predominately in new construction which has outpaced the growth in the residential remodeling and replacement sector; growth in the residential remodeling and replacement sector has been stagnated by uncertainty in the economy and the job market;
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•
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the recovery of the housing market has been slowed due to predominant growth of multi-family homes compared to mid- and higher priced single family homes; the current growth in single-family homes has seen the share of the large tract builders increase and the smaller custom builders decrease; and multi-family and tract homes typically employ fewer, lower cost, and less energy efficient windows and lower cost kitchen and bathroom cabinets;
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•
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programs in the United States such as Energy Star have improved customer awareness of the technological advances in window and door energy-efficiency, but the government has been reluctant to enforce stricter energy standards;
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•
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foreign currency rates in the United Kingdom and other European nations have changed significantly relative to the United States Dollar due in part to the referendum relating to a potential exit of the United Kingdom from the European Union during June 2016;
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•
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commodity prices have fluctuated in recent years, and to the extent we cannot pass this cost to our customers, this impacts cost of critical materials used in our manufacturing processes such as resin, which affects margins related to our vinyl extrusion products; oil products such as butyl, which affects our insulating glass products; and aluminum and wood products used by our other businesses; and
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•
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higher energy efficiency standards in Europe should favorably impact sales of our insulating glass spacer products in the short- to mid-term.
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•
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focus on organic growth with our current customer base and expand our market share with national and regional customers by providing: (1) a quality product; (2) a high level of customer service; (3) product choices at different price points; and (4) new products or enhancements to existing product offerings. These enhancements may include higher thermal efficiency, enhanced functionality, improved weatherability, better appearance and best-in-class quality for our fenestration and cabinet door products;
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•
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realize improved profitability in our manufacturing processes through: (1) ongoing preventive maintenance programs; (2) better utilization of our capacity by focusing on operational efficiencies and reducing scrap; (3) marketing our value added products; and (4) focusing on employee safety;
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•
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offer logistic solutions that provide our customers with just-in-time service which can reduce their processing costs;
|
•
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pursue targeted business acquisitions that allow us to expand our existing footprint, enhance our existing product offerings, acquire complementary technology, enhance our leadership position within the markets we serve, and expand into adjacent markets or service lines; and
|
•
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exit unprofitable service lines.
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Location
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Character & Use of Property
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Executive Offices
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Houston, Texas (Lease expires 2023)
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Executive corporate office
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NA Engineered Components Segment
|
|
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Rice Lake, Wisconsin
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|
Fenestration products
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Chatsworth, Illinois
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|
Fenestration products
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Richmond, Indiana
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|
Fenestration products
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Akron, Ohio (Lease expires 2026)
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|
Adhesive research and administrative offices
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Solon, Ohio (Lease expires 2017)
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|
Adhesive research and administrative offices
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Luck, Wisconsin
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Wood products
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Richmond, Kentucky
|
|
Vinyl and composite extrusions
|
Winnebago, Illinois
|
|
Vinyl extrusions
|
Mounds View, Minnesota (Lease expires 2021)
|
|
Fenestration products
|
Kent, Washington (Lease expires 2020)
|
|
Vinyl and composite extrusions
|
Yakima, Washington (Lease expires 2021)
(1)
|
|
Vinyl extrusions
|
Dubuque, Iowa (Lease expires 2017)
|
|
Fenestration products
|
Shawano, Wisconsin (Lease expires 2020)
|
|
Wood flooring
|
Cambridge, Ohio (Lease expires 2021)
|
|
Flexible spacer and solar adhesives
|
Sacramento, California (Lease expires 2021)
|
|
Screens for windows and doors
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Des Moines, Iowa (Lease expires 2019)
|
|
Screens for windows and doors
|
Phoenix, Arizona (Lease expires 2018)
|
|
Screens for windows and doors
|
Denver, Colorado (Lease expires 2020)
|
|
Screens for windows and doors
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Paris, Illinois (Lease expires 2017)
|
|
Screens for windows and doors
|
Parkersburg, West Virginia (Lease expires 2017)
|
|
Screens for windows and doors
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Fontana, California (Lease expires 2019)
|
|
Screens for windows and doors
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Perrysburg, Ohio (Lease expires 2019)
|
|
Screens for windows and doors
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Olympia, Washington (Lease expires 2024)
|
|
Division executive offices
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Chehalis, Washington (Leases expire 2017 and 2019)
|
|
Screens for windows and doors and division executive offices
|
Greenville, Texas (Lease expires 2020)
(1)
|
|
Vinyl extrusions
|
Durham, North Carolina (Lease expires 2021)
|
|
Division executive offices
|
EU Engineered Components Segment
|
|
|
Denby, United Kingdom (Leases expire 2027 & 2037)
|
|
Vinyl and composite extrusions
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Riddings, United Kingdom (Lease expires 2017)
|
|
Machinery Sales and fabrication of windows and doors
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Alfreton, United Kingdom (Lease expires 2017)
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|
Vinyl and composite extrusions
|
Coventry, United Kingdom
|
|
Flexible and rigid spacer
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Heinsberg, Germany (Lease expires 2025)
|
|
Flexible spacer
|
Burnley, United Kingdom (Lease expires 2020)
|
|
Flexible and rigid spacer
|
NA Cabinet Components Segment
|
|
|
Bowling Green, Kentucky
|
|
Hardwood components for kitchen and bath
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Conover, North Carolina (Lease expires 2018)
|
|
Hardwood doors for kitchen and bath
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Foreston, Minnesota
|
|
Hardwood components for kitchen and bath
|
Greenville, Pennsylvania
|
|
Hardwood components for kitchen and bath
|
Middlefield, Ohio (Leases expire 2017 & 2019)
|
|
Hardwood components for kitchen and bath
|
Orwell, Ohio
|
|
Hardwood doors for kitchen and bath
|
St. Cloud, Minnesota
|
|
Hardwood doors & components for kitchen and bath
|
Lansing, Kansas (Lease expires 2020)
|
|
Engineered wood products for kitchen and bath
|
Bashor, Kansas (Lease expires 2018)
|
|
Engineered wood products for kitchen and bath
|
Moorefield, West Virginia (Lease expires 2026)
|
|
Engineered wood products for kitchen and bath
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Wahpeton, North Dakota
|
|
Engineered wood products for kitchen and bath
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Molalla, Oregon
|
|
Hardwood & engineered products for kitchen & bath
|
Guadalajara, Mexico (Lease expires 2017)
(1)
|
|
Hardwood doors for kitchen and bath
|
|
NX Stock Price
|
|
Cash Dividends
|
||||||||
Period
|
High
|
|
Low
|
|
Declared
|
||||||
Quarter ended October 31, 2016
|
$
|
20.99
|
|
|
$
|
15.63
|
|
|
$
|
0.04
|
|
Quarter ended July 31, 2016
|
20.99
|
|
|
17.44
|
|
|
0.04
|
|
|||
Quarter ended April 30, 2016
|
19.43
|
|
|
15.33
|
|
|
0.04
|
|
|||
Quarter ended January 31, 2016
|
21.66
|
|
|
17.09
|
|
|
0.04
|
|
|||
Quarter ended October 31, 2015
|
20.91
|
|
|
17.03
|
|
|
0.04
|
|
|||
Quarter ended July 31, 2015
|
21.93
|
|
|
17.34
|
|
|
0.04
|
|
|||
Quarter ended April 30, 2015
|
21.79
|
|
|
18.64
|
|
|
0.04
|
|
|||
Quarter ended January 31, 2015
|
$
|
20.72
|
|
|
$
|
17.65
|
|
|
$
|
0.04
|
|
|
(a)
|
|
(b)
|
|
(c)
|
||||
Plan Category
|
Number of securities
to be issued upon
exercise of outstanding
options, warrants and
rights
(1)
|
|
Weighted-average
exercise price of
outstanding options,
warrants and rights
(2)
|
|
Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))
|
||||
Equity compensation plans approved by security holders
|
3,095,236
|
|
|
$
|
16.84
|
|
|
2,200,544
|
|
INDEXED RETURNS
|
|
For the Years Ended
|
||||||||||||||||||||
Company Name / Index
|
|
10/31/2011
|
|
10/31/2012
|
|
|
10/31/2013
|
|
|
10/31/2014
|
|
|
10/31/2015
|
|
|
10/31/2016
|
|
|||||
Quanex Building Products Corporation
|
|
$100
|
|
$
|
135.28
|
|
|
$
|
122.76
|
|
|
$
|
139.39
|
|
|
$
|
132.46
|
|
|
$
|
115.42
|
|
S&P 500 Index
|
|
$100
|
|
$
|
115.21
|
|
|
$
|
146.52
|
|
|
$
|
171.82
|
|
|
$
|
180.75
|
|
|
$
|
188.90
|
|
Russell 2000 Index
|
|
$100
|
|
$
|
111.31
|
|
|
$
|
151.70
|
|
|
$
|
161.45
|
|
|
$
|
162.00
|
|
|
$
|
168.66
|
|
Peer Group
|
|
$100
|
|
$
|
165.85
|
|
|
$
|
209.97
|
|
|
$
|
222.74
|
|
|
$
|
238.07
|
|
|
$
|
274.54
|
|
|
Fiscal Years Ended October 31,
|
||||||||||||||||||
|
2016
(1)(2)(3)(4)
|
|
2015
(5)
|
|
2014
(6)(7)
|
|
2013
(8)
|
|
2012
(9)(10)
|
||||||||||
|
(Dollars in thousands, except per share data)
|
||||||||||||||||||
Consolidated Statements of Income
|
|
|
|
|
|
|
|
|
|
||||||||||
Net sales
|
$
|
928,184
|
|
|
$
|
645,528
|
|
|
$
|
595,384
|
|
|
$
|
554,867
|
|
|
$
|
478,578
|
|
Cost and expenses:
|
|
|
|
|
|
|
|
|
|
||||||||||
Cost of sales (excluding depreciation and amortization)
|
710,644
|
|
|
499,097
|
|
|
464,584
|
|
|
419,733
|
|
|
355,669
|
|
|||||
Selling, general and administrative
|
114,910
|
|
|
86,536
|
|
|
82,150
|
|
|
98,969
|
|
|
100,884
|
|
|||||
Restructuring charges
|
529
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Depreciation and amortization
|
53,146
|
|
|
35,220
|
|
|
33,869
|
|
|
53,521
|
|
|
29,975
|
|
|||||
Asset impairment charges
|
12,602
|
|
|
—
|
|
|
505
|
|
|
1,465
|
|
|
912
|
|
|||||
Operating income (loss)
|
36,353
|
|
|
24,675
|
|
|
14,276
|
|
|
(18,821
|
)
|
|
(8,862
|
)
|
|||||
Non-operating income (expense):
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest expense
|
(36,498
|
)
|
|
(991
|
)
|
|
(562
|
)
|
|
(621
|
)
|
|
(431
|
)
|
|||||
Other, net
|
(5,479
|
)
|
|
(531
|
)
|
|
92
|
|
|
170
|
|
|
225
|
|
|||||
(Loss) income from continuing operations before income taxes
|
(5,624
|
)
|
|
23,153
|
|
|
13,806
|
|
|
(19,272
|
)
|
|
(9,068
|
)
|
|||||
Income tax benefit (expense)
|
3,765
|
|
|
(7,539
|
)
|
|
(5,468
|
)
|
|
6,888
|
|
|
2,507
|
|
|||||
(Loss) income from continuing operations
|
(1,859
|
)
|
|
15,614
|
|
|
8,338
|
|
|
(12,384
|
)
|
|
(6,561
|
)
|
|||||
Income (loss) from discontinued operations, net of taxes
|
—
|
|
|
479
|
|
|
20,896
|
|
|
681
|
|
|
(9,973
|
)
|
|||||
Net (loss) income
|
$
|
(1,859
|
)
|
|
$
|
16,093
|
|
|
$
|
29,234
|
|
|
$
|
(11,703
|
)
|
|
$
|
(16,534
|
)
|
Basic (loss) earnings per common share:
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic (loss) earnings from continuing operations
|
$
|
(0.05
|
)
|
|
$
|
0.46
|
|
|
$
|
0.22
|
|
|
$
|
(0.34
|
)
|
|
$
|
(0.18
|
)
|
Basic earnings (loss) from discontinued operations
|
—
|
|
|
0.01
|
|
|
0.57
|
|
|
0.02
|
|
|
(0.27
|
)
|
|||||
Basic (loss) earnings per share
|
$
|
(0.05
|
)
|
|
$
|
0.47
|
|
|
$
|
0.79
|
|
|
$
|
(0.32
|
)
|
|
$
|
(0.45
|
)
|
Diluted (loss) earnings per common share:
|
|
|
|
|
|
|
|
|
|
||||||||||
Diluted (loss) earnings from continuing operations
|
$
|
(0.05
|
)
|
|
$
|
0.46
|
|
|
$
|
0.22
|
|
|
$
|
(0.34
|
)
|
|
$
|
(0.18
|
)
|
Diluted earnings (loss) from discontinued operations
|
—
|
|
|
0.01
|
|
|
0.56
|
|
|
0.02
|
|
|
(0.27
|
)
|
|||||
Diluted (loss) earnings per share
|
$
|
(0.05
|
)
|
|
$
|
0.47
|
|
|
$
|
0.78
|
|
|
$
|
(0.32
|
)
|
|
$
|
(0.45
|
)
|
Cash dividends declared per share
|
$
|
0.16
|
|
|
$
|
0.16
|
|
|
$
|
0.16
|
|
|
$
|
0.16
|
|
|
$
|
0.16
|
|
Other Financial & Operating Data
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash provided by operating activities
|
$
|
86,418
|
|
|
$
|
67,087
|
|
|
$
|
20,778
|
|
|
$
|
43,519
|
|
|
$
|
26,478
|
|
Cash (used for) provided by investing activities
|
(282,103
|
)
|
|
(160,144
|
)
|
|
74,124
|
|
|
(59,687
|
)
|
|
(41,704
|
)
|
|||||
Cash provided by (used for) financing activities
|
196,371
|
|
|
(4,581
|
)
|
|
(24,459
|
)
|
|
(4,869
|
)
|
|
(3,928
|
)
|
|||||
Acquisitions, net of cash acquired
|
245,904
|
|
|
131,689
|
|
|
5,161
|
|
|
22,096
|
|
|
—
|
|
|||||
Capital expenditures
|
$
|
37,243
|
|
|
$
|
29,982
|
|
|
$
|
33,779
|
|
|
$
|
37,931
|
|
|
$
|
42,871
|
|
Selected Consolidated Balance Sheet Data at Year End
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and cash equivalents
|
$
|
25,526
|
|
|
$
|
23,125
|
|
|
$
|
120,384
|
|
|
$
|
49,734
|
|
|
$
|
71,252
|
|
Total assets
(11)
|
780,353
|
|
|
565,516
|
|
|
517,113
|
|
|
571,815
|
|
|
589,538
|
|
|||||
Long-term debt, excluding current portion
(12)
|
259,011
|
|
|
53,767
|
|
|
586
|
|
|
701
|
|
|
789
|
|
|||||
Total liabilities
(12)
|
$
|
412,522
|
|
|
$
|
170,221
|
|
|
$
|
96,193
|
|
|
$
|
155,621
|
|
|
$
|
167,711
|
|
(1)
|
In November 2015, we acquired all the subsidiaries of WII (referred to collectively as Woodcraft). Woodcraft is a manufacturer of cabinet doors and other components to OEMs in the kitchen and bathroom cabinet industry. The results of operations of this acquired business have been included in our consolidated operating results since the date of acquisition, November 2, 2015, contributing a net loss of $5.5 million.
|
(2)
|
In July 2016, we refinanced our credit facility resulting in a $3.1 million prepayment call premium fee, a charge of $8.1 million of unamortized deferred financing fees and a charge of $5.5 million of unamortized original issuer’s discount. See Note 8, "Debt and Capital Lease Obligations" included elsewhere in this Annual Report on Form 10-K.
|
(3)
|
In October 2016, we recorded a goodwill impairment charge of $12.6 million associated with our United States vinyl extrusion business.
|
(4)
|
In October 2016, we incurred $0.5 million of restructuring costs associated with the closure of several plant facilities. See Note 1, "Nature of Operations, Basis of Presentation and Significant Accounting Policies - Restructuring," included elsewhere in this Annual Report on Form 10-K.
|
(5)
|
In June 2015, we acquired all of the outstanding share capital of Flamstead Holdings Limited, a vinyl profile extruder with operations located in the United Kingdom, following a pre-acquisition reorganization. The results of operations of this acquired business contributed net income of $1.5 million for the period June 15, 2015 through October 31, 2015.
|
|
Years ended October 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
|
(In thousands)
|
||||||||||
NA Engineered Components
|
$
|
10,487
|
|
|
$
|
9,638
|
|
|
$
|
10,170
|
|
EU Engineered Components
|
3,814
|
|
|
2,109
|
|
|
740
|
|
|||
NA Cabinet Components
|
4,767
|
|
|
—
|
|
|
—
|
|
|||
Unallocated Corporate & Other
|
—
|
|
|
5,776
|
|
|
7,581
|
|
|||
Allocable general and administrative expense
|
$
|
19,068
|
|
|
$
|
17,523
|
|
|
$
|
18,491
|
|
|
For the Years Ended October 31,
|
||||||||||||||||
|
2016
|
|
2015
|
|
2016 vs. 2015
|
||||||||||||
|
Amounts
|
|
% of Sales
|
|
Amounts
|
|
% of Sales
|
|
$ Change
|
|
% Change
|
||||||
|
(Dollars in millions)
|
||||||||||||||||
Net sales
|
$
|
928.2
|
|
|
100%
|
|
$
|
645.5
|
|
|
100%
|
|
$
|
282.7
|
|
|
44%
|
Cost of sales (excluding depreciation and amortization)
|
710.6
|
|
|
77%
|
|
499.1
|
|
|
77%
|
|
211.5
|
|
|
(42)%
|
|||
Selling, general and administrative
|
114.9
|
|
|
12%
|
|
86.5
|
|
|
13%
|
|
28.4
|
|
|
(33)%
|
|||
Restructuring charges
|
0.5
|
|
|
—%
|
|
—
|
|
|
—%
|
|
0.5
|
|
|
(100)%
|
|||
Depreciation and amortization
|
53.2
|
|
|
6%
|
|
35.2
|
|
|
5%
|
|
18.0
|
|
|
(51)%
|
|||
Asset impairment charges
|
12.6
|
|
|
1%
|
|
—
|
|
|
—%
|
|
12.6
|
|
|
(100)%
|
|||
Operating income
|
36.4
|
|
|
4%
|
|
24.7
|
|
|
4%
|
|
11.7
|
|
|
47%
|
|||
Interest expense
|
(36.5
|
)
|
|
(4)%
|
|
(1.0
|
)
|
|
—%
|
|
(35.5
|
)
|
|
(3,550)%
|
|||
Other, net
|
(5.5
|
)
|
|
(1)%
|
|
(0.5
|
)
|
|
—%
|
|
(5.0
|
)
|
|
(1,000)%
|
|||
Income tax benefit (expense)
|
3.8
|
|
|
—%
|
|
(7.6
|
)
|
|
(1)%
|
|
11.4
|
|
|
150%
|
|||
(Loss) income from continuing operations
|
$
|
(1.8
|
)
|
|
—%
|
|
$
|
15.6
|
|
|
2%
|
|
$
|
(17.4
|
)
|
|
(112)%
|
Income from discontinued operations
|
$
|
—
|
|
|
—%
|
|
$
|
0.5
|
|
|
—%
|
|
$
|
(0.5
|
)
|
|
(100)%
|
Net (loss) income
|
$
|
(1.8
|
)
|
|
—%
|
|
$
|
16.1
|
|
|
2%
|
|
$
|
(17.9
|
)
|
|
(111)%
|
|
For the Years Ended October 31,
|
||||||||||||
|
2016
|
|
2015
|
|
$ Change
|
|
% Change
|
||||||
|
(Dollars in millions)
|
||||||||||||
Net sales
|
$
|
560.0
|
|
|
$
|
556.6
|
|
|
$
|
3.4
|
|
|
1%
|
Cost of sales (excluding depreciation and amortization)
|
415.9
|
|
|
429.1
|
|
|
(13.2
|
)
|
|
3%
|
|||
Selling, general and administrative
|
62.9
|
|
|
59.3
|
|
|
3.6
|
|
|
(6)%
|
|||
Restructuring charges
|
0.4
|
|
|
—
|
|
|
0.4
|
|
|
(100)%
|
|||
Depreciation and amortization
|
30.3
|
|
|
28.9
|
|
|
1.4
|
|
|
(5)%
|
|||
Asset impairment charges
|
12.6
|
|
|
—
|
|
|
12.6
|
|
|
(100)%
|
|||
Operating income
|
$
|
37.9
|
|
|
$
|
39.3
|
|
|
$
|
(1.4
|
)
|
|
(4)%
|
Operating income margin
|
7
|
%
|
|
7
|
%
|
|
|
|
|
|
|
For the Years Ended October 31,
|
||||||||||||
|
2016
|
|
2015
|
|
$ Change
|
|
% Change
|
||||||
|
(Dollars in millions)
|
||||||||||||
Net sales
|
$
|
150.2
|
|
|
$
|
93.6
|
|
|
$
|
56.6
|
|
|
60%
|
Cost of sales (excluding depreciation and amortization)
|
104.5
|
|
|
72.3
|
|
|
32.2
|
|
|
(45)%
|
|||
Selling, general and administrative
|
23.2
|
|
|
13.1
|
|
|
10.1
|
|
|
(77)%
|
|||
Depreciation and amortization
|
9.3
|
|
|
5.0
|
|
|
4.3
|
|
|
(86)%
|
|||
Operating income
|
$
|
13.2
|
|
|
$
|
3.2
|
|
|
$
|
10.0
|
|
|
313%
|
Operating income margin
|
9
|
%
|
|
3
|
%
|
|
|
|
|
|
|
For the Year ended
|
||
|
October 31, 2016
|
||
|
(Dollars in millions)
|
||
Net sales
|
$
|
223.4
|
|
Cost of sales (excluding depreciation and amortization)
|
193.6
|
|
|
Selling, general and administrative
|
14.9
|
|
|
Restructuring charges
|
0.1
|
|
|
Depreciation and amortization
|
12.9
|
|
|
Operating income
|
$
|
1.9
|
|
Operating income margin
|
1
|
%
|
|
For the Years Ended October 31,
|
||||||||||||
|
2016
|
|
2015
|
|
$ Change
|
|
% Change
|
||||||
|
(Dollars in millions)
|
||||||||||||
Net sales
|
$
|
(5.4
|
)
|
|
$
|
(4.7
|
)
|
|
$
|
(0.7
|
)
|
|
(15)%
|
Cost of sales (excluding depreciation and amortization)
|
(3.4
|
)
|
|
(2.3
|
)
|
|
(1.1
|
)
|
|
48%
|
|||
Selling, general and administrative
|
13.9
|
|
|
14.1
|
|
|
(0.2
|
)
|
|
1%
|
|||
Depreciation and amortization
|
0.7
|
|
|
1.3
|
|
|
(0.6
|
)
|
|
46%
|
|||
Operating loss
|
$
|
(16.6
|
)
|
|
$
|
(17.8
|
)
|
|
$
|
1.2
|
|
|
7%
|
|
For the Years Ended October 31,
|
||||||||||||||||
|
2015
|
|
2014
|
|
2015 vs. 2014
|
||||||||||||
|
Amounts
|
|
% of Sales
|
|
Amounts
|
|
% of Sales
|
|
$ Change
|
|
% Change
|
||||||
|
(Dollars in millions)
|
||||||||||||||||
Net sales
|
$
|
645.5
|
|
|
100%
|
|
$
|
595.4
|
|
|
100%
|
|
$
|
50.1
|
|
|
8%
|
Cost of sales (excluding depreciation and amortization)
|
499.1
|
|
|
77%
|
|
464.6
|
|
|
78%
|
|
34.5
|
|
|
(7)%
|
|||
Selling, general and administrative
|
86.5
|
|
|
13%
|
|
82.1
|
|
|
14%
|
|
4.4
|
|
|
(5)%
|
|||
Depreciation and amortization
|
35.2
|
|
|
5%
|
|
33.9
|
|
|
6%
|
|
1.3
|
|
|
(4)%
|
|||
Asset impairment charges
|
—
|
|
|
—%
|
|
0.5
|
|
|
—%
|
|
(0.5
|
)
|
|
100%
|
|||
Operating income
|
24.7
|
|
|
4%
|
|
14.3
|
|
|
2%
|
|
10.4
|
|
|
73%
|
|||
Interest expense
|
(1.0
|
)
|
|
—%
|
|
(0.6
|
)
|
|
—%
|
|
(0.4
|
)
|
|
67%
|
|||
Other, net
|
(0.5
|
)
|
|
—%
|
|
0.1
|
|
|
—%
|
|
(0.6
|
)
|
|
(600)%
|
|||
Income tax expense
|
(7.6
|
)
|
|
(1)%
|
|
(5.5
|
)
|
|
(1)%
|
|
(2.1
|
)
|
|
(38)%
|
|||
Income from continuing operations
|
$
|
15.6
|
|
|
2%
|
|
$
|
8.3
|
|
|
1%
|
|
$
|
7.3
|
|
|
88%
|
Income from discontinued operations
|
$
|
0.5
|
|
|
—%
|
|
$
|
20.9
|
|
|
4%
|
|
$
|
(20.4
|
)
|
|
(98)%
|
Net income
|
$
|
16.1
|
|
|
2%
|
|
$
|
29.2
|
|
|
5%
|
|
$
|
(13.1
|
)
|
|
(45)%
|
|
For the Years Ended October 31,
|
||||||||||||
|
2015
|
|
2014
|
|
$ Change
|
|
% Change
|
||||||
|
(Dollars in millions)
|
||||||||||||
Net sales
|
$
|
556.6
|
|
|
$
|
544.1
|
|
|
$
|
12.5
|
|
|
2%
|
Cost of sales (excluding depreciation and amortization)
|
429.1
|
|
|
426.1
|
|
|
3.0
|
|
|
(1)%
|
|||
Selling, general and administrative
|
59.3
|
|
|
61.0
|
|
|
(1.7
|
)
|
|
3%
|
|||
Depreciation and amortization
|
28.9
|
|
|
28.9
|
|
|
—
|
|
|
—%
|
|||
Asset impairment charges
|
—
|
|
|
0.5
|
|
|
(0.5
|
)
|
|
100%
|
|||
Operating income
|
$
|
39.3
|
|
|
$
|
27.6
|
|
|
$
|
11.7
|
|
|
42%
|
Operating income margin
|
7
|
%
|
|
5
|
%
|
|
|
|
|
|
For the Years Ended October 31,
|
||||||||||||
|
2015
|
|
2014
|
|
$ Change
|
|
% Change
|
||||||
|
(Dollars in millions)
|
||||||||||||
Net sales
|
$
|
93.6
|
|
|
$
|
55.9
|
|
|
$
|
37.7
|
|
|
67%
|
Cost of sales (excluding depreciation and amortization)
|
72.3
|
|
|
40.6
|
|
|
31.7
|
|
|
(78)%
|
|||
Selling, general and administrative
|
13.1
|
|
|
9.6
|
|
|
3.5
|
|
|
(36)%
|
|||
Depreciation and amortization
|
5.0
|
|
|
1.9
|
|
|
3.1
|
|
|
(163)%
|
|||
Operating income
|
$
|
3.2
|
|
|
$
|
3.8
|
|
|
$
|
(0.6
|
)
|
|
(16)%
|
Operating income margin
|
3
|
%
|
|
7
|
%
|
|
|
|
|
|
|
For the Years Ended October 31,
|
||||||||||||
|
2015
|
|
2014
|
|
$ Change
|
|
% Change
|
||||||
|
(Dollars in millions)
|
||||||||||||
Net sales
|
$
|
(4.7
|
)
|
|
$
|
(4.6
|
)
|
|
$
|
(0.1
|
)
|
|
(2)%
|
Cost of sales (excluding depreciation and amortization)
|
(2.3
|
)
|
|
(2.1
|
)
|
|
(0.2
|
)
|
|
10%
|
|||
Selling, general and administrative
|
14.1
|
|
|
11.5
|
|
|
2.6
|
|
|
(23)%
|
|||
Depreciation and amortization
|
1.3
|
|
|
3.1
|
|
|
(1.8
|
)
|
|
58%
|
|||
Operating loss
|
$
|
(17.8
|
)
|
|
$
|
(17.1
|
)
|
|
$
|
(0.7
|
)
|
|
(4)%
|
|
Year Ended October 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
|
(In millions)
|
||||||||||
Cash flows provided by operating activities
|
$
|
86.4
|
|
|
$
|
67.1
|
|
|
$
|
20.8
|
|
Cash flows (used for) provided by investing activities
|
$
|
(282.1
|
)
|
|
$
|
(160.1
|
)
|
|
$
|
74.1
|
|
Cash flows provided by (used for) financing activities
|
$
|
196.4
|
|
|
$
|
(4.6
|
)
|
|
$
|
(24.5
|
)
|
|
Required
|
|
Actual
|
|
Minimum Interest Coverage Ratio
|
No less than
|
3.00:1
|
|
69.71:1
|
Maximum Consolidated Leverage Ratio
|
No greater than
|
3.25:1
|
|
0.92:1
|
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
|
|
Payments Due by Period
|
||||||||||||||||||
|
Total
|
|
2017
|
|
2018-2019
|
|
2020-2021
|
|
Thereafter
|
||||||||||
Contractual Obligations:
|
(In thousands)
|
||||||||||||||||||
Long-term debt, including interest
(1)(2)
|
$
|
294,398
|
|
|
$
|
15,649
|
|
|
$
|
41,427
|
|
|
$
|
237,322
|
|
|
$
|
—
|
|
Capital Leases
|
3,683
|
|
|
1,609
|
|
|
1,849
|
|
|
225
|
|
|
—
|
|
|||||
Operating leases
(3)
|
66,940
|
|
|
9,794
|
|
|
16,324
|
|
|
10,270
|
|
|
30,552
|
|
|||||
Unconditional purchase obligations
(4)
|
11,252
|
|
|
11,252
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Total contractual cash obligations
(5)
|
$
|
376,273
|
|
|
$
|
38,304
|
|
|
$
|
59,600
|
|
|
$
|
247,817
|
|
|
$
|
30,552
|
|
(1)
|
Interest on our long-term debt was computed using rates in effect at October 31, 2016.
|
(2)
|
Outstanding borrowings under the term loan A portion of the Credit Agreement requires quarterly principal payments with a balloon payment due in July 2021. Outstanding borrowings under the revolving credit facility portion of the Credit Agreement matures in July 2021 with no minimum principal payments due until maturity.
|
(3)
|
Operating leases include facilities, light vehicles, forklifts, office equipment and other operating equipment.
|
(4)
|
The unconditional purchase obligations consist of commitments to buy miscellaneous parts, inventory, and expenditures related to capital projects in progress.
|
(5)
|
This table excludes tax reserves recorded in accordance with ASC Topic 740 “
Income Taxes
,” as we are unable to reasonably estimate the timing of future cash flows related to these reserves.
|
|
Amount of Commitment Expiration per Period
|
||||||||||||||||||
|
Total
|
|
2017
|
|
2018-2019
|
|
2020-2021
|
|
Thereafter
|
||||||||||
Other Commercial Commitments:
|
(In thousands)
|
||||||||||||||||||
Standby letters of credit
|
$
|
5,775
|
|
|
$
|
5,369
|
|
|
$
|
—
|
|
|
$
|
406
|
|
|
$
|
—
|
|
|
|
Increase in Projected Benefit Obligation
|
|
Increase in Net Periodic Benefit Cost
|
||||
Changes in Assumptions:
|
|
(Dollar amounts in thousands)
|
||||||
1% decrease in discount rate
|
|
$
|
3,280
|
|
|
$
|
355
|
|
1% decrease in expected long-term rate of return on plan assets
|
|
N/A
|
|
|
$
|
281
|
|
•
|
ASU No. 2016-08,
Revenue from Contracts with Customers (Topic 606): Principal versus Agent Considerations.
This amendment is intended to improve the operability and understandability of the implementation guidance on principal versus agent considerations.
|
•
|
ASU No. 2016-10,
Revenue from Contracts with Customers (Topic 606), Identifying Performance Obligations and Licensing.
This amendment is intended to clarify the identification of performance obligations and the licensing implementation guidance.
|
•
|
ASU No. 2016-12,
Revenue from Contracts with Customers (Topic 606), Narrow-Scope Improvements and Practical Expedients.
This update provides clarifying guidance in certain narrow areas and adds some practical expedients.
|
|
|
Notional as indicated
|
|
Fair Value in $
|
||||||||||
|
|
October 31, 2016
|
|
October 31, 2015
|
|
October 31, 2016
|
|
October 31, 2015
|
||||||
Foreign currency exchange derivatives:
|
|
(In thousands)
|
||||||||||||
Sell EUR, Buy USD
|
EUR
|
5,251
|
|
|
8,076
|
|
|
$
|
(79
|
)
|
|
$
|
37
|
|
Sell CAD, Buy USD
|
CAD
|
186
|
|
|
280
|
|
|
1
|
|
|
1
|
|
||
Sell GBP, Buy USD
|
GBP
|
187
|
|
|
226
|
|
|
(1
|
)
|
|
3
|
|
||
Buy EUR, Sell GBP
|
EUR
|
130
|
|
|
2
|
|
|
1
|
|
|
—
|
|
||
Buy USD, Sell EUR
|
USD
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||
Buy EUR, Sell USD
|
EUR
|
—
|
|
|
807
|
|
|
—
|
|
|
3
|
|
|
Page
|
Reports of Independent Registered Public Accounting Firm
|
|
Management's Annual Report on Internal Control over Financial Reporting
|
|
Consolidated Financial Statements
|
|
Consolidated Balance Sheets
|
|
Consolidated Statements of Income (Loss)
|
|
Consolidated Statements of Comprehensive Income (Loss)
|
|
Consolidated Statement of Stockholders’ Equity
|
|
Consolidated Statements of Cash Flow
|
|
/s/ GRANT THORNTON LLP
|
|
|
|
Houston, Texas
|
|
December 16, 2016
|
|
/s/ GRANT THORNTON LLP
|
|
Houston, Texas
|
December 16, 2016
|
|
October 31,
|
||||||
|
2016
|
|
2015
|
||||
|
(In thousands, except share
amounts)
|
||||||
ASSETS
|
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
25,526
|
|
|
$
|
23,125
|
|
Accounts receivable, net of allowance for doubtful accounts of $251 and $673 (Note 3)
|
83,625
|
|
|
64,080
|
|
||
Inventories, net (Note 4)
|
84,335
|
|
|
63,029
|
|
||
Prepaid and other current assets
|
10,488
|
|
|
7,992
|
|
||
Total current assets
|
203,974
|
|
|
158,226
|
|
||
Property, plant and equipment, net of accumulated depreciation of $245,128 and $217,512 (Note 5)
|
198,497
|
|
|
140,672
|
|
||
Deferred income taxes (Note 11)
|
—
|
|
|
8,783
|
|
||
Goodwill (Note 6)
|
217,035
|
|
|
129,770
|
|
||
Intangible assets, net (Note 6)
|
154,180
|
|
|
120,810
|
|
||
Other assets
|
6,667
|
|
|
7,255
|
|
||
Total assets
|
$
|
780,353
|
|
|
$
|
565,516
|
|
LIABILITIES AND STOCKHOLDERS' EQUITY
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Accounts payable
|
$
|
47,781
|
|
|
$
|
47,778
|
|
Accrued liabilities (Note 7)
|
55,101
|
|
|
37,364
|
|
||
Income taxes payable (Note 11)
|
732
|
|
|
747
|
|
||
Current maturities of long-term debt (Note 8)
|
10,520
|
|
|
2,359
|
|
||
Total current liabilities
|
114,134
|
|
|
88,248
|
|
||
Long-term debt (Note 8)
|
259,011
|
|
|
53,767
|
|
||
Deferred pension and postretirement benefits (Note 9)
|
8,167
|
|
|
5,701
|
|
||
Deferred income taxes (Note 11)
|
18,322
|
|
|
—
|
|
||
Liability for uncertain tax positions (Note 11)
|
579
|
|
|
564
|
|
||
Other liabilities
|
12,309
|
|
|
21,941
|
|
||
Total liabilities
|
412,522
|
|
|
170,221
|
|
||
Commitments and contingencies (Note 12)
|
|
|
|
||||
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 34,220,496 and 33,962,460, respectively
|
376
|
|
|
376
|
|
||
Additional paid-in-capital
|
254,540
|
|
|
250,937
|
|
||
Retained earnings
|
214,047
|
|
|
222,138
|
|
||
Accumulated other comprehensive loss
|
(38,765
|
)
|
|
(10,049
|
)
|
||
Less: Treasury stock at cost, 3,339,753 and 3,647,103 shares, respectively
|
(62,367
|
)
|
|
(68,107
|
)
|
||
Total stockholders’ equity
|
367,831
|
|
|
395,295
|
|
||
Total liabilities and stockholders' equity
|
$
|
780,353
|
|
|
$
|
565,516
|
|
|
Year Ended October 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
|
(In thousands, except per share amounts)
|
||||||||||
Net sales
|
$
|
928,184
|
|
|
$
|
645,528
|
|
|
$
|
595,384
|
|
Cost and expenses:
|
|
|
|
|
|
||||||
Cost of sales (excluding depreciation and amortization)
|
710,644
|
|
|
499,097
|
|
|
464,584
|
|
|||
Selling, general and administrative
|
114,910
|
|
|
86,536
|
|
|
82,150
|
|
|||
Restructuring charges
|
529
|
|
|
—
|
|
|
—
|
|
|||
Depreciation and amortization
|
53,146
|
|
|
35,220
|
|
|
33,869
|
|
|||
Asset impairment charges
|
12,602
|
|
|
—
|
|
|
505
|
|
|||
Operating income
|
36,353
|
|
|
24,675
|
|
|
14,276
|
|
|||
Non-operating (expense) income:
|
|
|
|
|
|
||||||
Interest expense
|
(36,498
|
)
|
|
(991
|
)
|
|
(562
|
)
|
|||
Other, net
|
(5,479
|
)
|
|
(531
|
)
|
|
92
|
|
|||
(Loss) income from continuing operations before income taxes
|
(5,624
|
)
|
|
23,153
|
|
|
13,806
|
|
|||
Income tax benefit (expense)
|
3,765
|
|
|
(7,539
|
)
|
|
(5,468
|
)
|
|||
(Loss) income from continuing operations
|
(1,859
|
)
|
|
15,614
|
|
|
$
|
8,338
|
|
||
Income from discontinued operations, net of tax of $0, $300, and $13,115, respectively
|
—
|
|
|
479
|
|
|
20,896
|
|
|||
Net (loss) income
|
$
|
(1,859
|
)
|
|
$
|
16,093
|
|
|
$
|
29,234
|
|
|
|
|
|
|
|
||||||
Basic (loss) earnings per common share:
|
|
|
|
|
|
||||||
(Loss) earnings from continuing operations
|
$
|
(0.05
|
)
|
|
$
|
0.46
|
|
|
$
|
0.22
|
|
Earnings from discontinued operations
|
—
|
|
|
0.01
|
|
|
0.57
|
|
|||
Basic (loss) earnings per share
|
$
|
(0.05
|
)
|
|
$
|
0.47
|
|
|
$
|
0.79
|
|
|
|
|
|
|
|
||||||
Diluted (loss) earnings per common share:
|
|
|
|
|
|
||||||
(Loss) earnings from continuing operations
|
$
|
(0.05
|
)
|
|
$
|
0.46
|
|
|
$
|
0.22
|
|
Earnings from discontinued operations
|
—
|
|
|
0.01
|
|
|
0.56
|
|
|||
Diluted (loss) earnings per share
|
$
|
(0.05
|
)
|
|
$
|
0.47
|
|
|
$
|
0.78
|
|
|
|
|
|
|
|
||||||
Weighted-average common shares outstanding:
|
|
|
|
|
|
||||||
Basic
|
33,876
|
|
|
33,993
|
|
|
37,128
|
|
|||
Diluted
|
33,876
|
|
|
34,502
|
|
|
37,679
|
|
|||
|
|
|
|
|
|
||||||
Cash dividends per share
|
$
|
0.16
|
|
|
$
|
0.16
|
|
|
$
|
0.16
|
|
|
Year Ended October 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
|
(In thousands)
|
||||||||||
Net (loss) income
|
$
|
(1,859
|
)
|
|
$
|
16,093
|
|
|
$
|
29,234
|
|
Other comprehensive loss:
|
|
|
|
|
|
||||||
Foreign currency translation adjustments loss (pretax)
|
(26,838
|
)
|
|
(3,595
|
)
|
|
(1,840
|
)
|
|||
Foreign currency translation adjustments tax benefit
|
—
|
|
|
—
|
|
|
14
|
|
|||
Change in pension from net unamortized loss (pretax)
|
(2,864
|
)
|
|
(1,280
|
)
|
|
(2,474
|
)
|
|||
Change in pension from net unamortized loss tax benefit
|
986
|
|
|
534
|
|
|
992
|
|
|||
Total other comprehensive loss, net of tax
|
(28,716
|
)
|
|
(4,341
|
)
|
|
(3,308
|
)
|
|||
Comprehensive (loss) income
|
$
|
(30,575
|
)
|
|
$
|
11,752
|
|
|
$
|
25,926
|
|
|
Common Stock
|
|
|
|
|
|
Accumulated
|
|
Treasury Stock
|
|
Total
|
||||||||||||||||||
|
Shares
|
|
Amount
|
|
Additional Paid-in
Capital
|
|
Retained
Earnings
|
|
Other Comprehensive Loss
|
|
Shares
|
|
Amount
|
|
Stockholders’
Equity
|
||||||||||||||
|
(In thousands, except share amounts)
|
||||||||||||||||||||||||||||
Balance at October 31, 2013
|
37,653,639
|
|
|
$
|
377
|
|
|
$
|
247,642
|
|
|
$
|
177,456
|
|
|
$
|
(2,400
|
)
|
|
(488,385
|
)
|
|
$
|
(6,881
|
)
|
|
$
|
416,194
|
|
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
29,234
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
29,234
|
|
||||||
Foreign currency translation adjustment (net of taxes of $14)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,826
|
)
|
|
—
|
|
|
—
|
|
|
(1,826
|
)
|
||||||
Change in pension from net unamortized gain (net of taxes of $992)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,482
|
)
|
|
—
|
|
|
—
|
|
|
(1,482
|
)
|
||||||
Common dividends ($0.16 per share)
|
—
|
|
|
—
|
|
|
—
|
|
|
(5,992
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(5,992
|
)
|
||||||
Treasury shares purchased, at cost
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,316,326
|
)
|
|
(24,239
|
)
|
|
(24,239
|
)
|
||||||
Expense related to stock-based compensation
|
—
|
|
|
—
|
|
|
3,925
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,925
|
|
||||||
Stock options exercised
|
—
|
|
|
—
|
|
|
(1,071
|
)
|
|
—
|
|
|
—
|
|
|
306,611
|
|
|
4,320
|
|
|
3,249
|
|
||||||
Tax benefit from share-based compensation
|
—
|
|
|
—
|
|
|
400
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
400
|
|
||||||
Restricted stock awards granted
|
3,000
|
|
|
—
|
|
|
(1,133
|
)
|
|
—
|
|
|
—
|
|
|
80,400
|
|
|
1,133
|
|
|
—
|
|
||||||
Recognition of unrecognized tax benefit
|
—
|
|
|
—
|
|
|
—
|
|
|
1,629
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,629
|
|
||||||
Other
|
(24,607
|
)
|
|
(1
|
)
|
|
(163
|
)
|
|
(8
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(172
|
)
|
||||||
Balance at October 31, 2014
|
37,632,032
|
|
|
$
|
376
|
|
|
$
|
249,600
|
|
|
$
|
202,319
|
|
|
$
|
(5,708
|
)
|
|
(1,417,700
|
)
|
|
$
|
(25,667
|
)
|
|
$
|
420,920
|
|
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
16,093
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
16,093
|
|
||||||
Foreign currency translation adjustment
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3,595
|
)
|
|
—
|
|
|
—
|
|
|
(3,595
|
)
|
||||||
Change in pension from net unamortized gain (net of tax benefit of $534)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(746
|
)
|
|
—
|
|
|
—
|
|
|
(746
|
)
|
||||||
Common dividends ($0.16 per share)
|
—
|
|
|
—
|
|
|
—
|
|
|
(5,515
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(5,515
|
)
|
||||||
Treasury shares purchased, at cost
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,675,903
|
)
|
|
(50,761
|
)
|
|
(50,761
|
)
|
||||||
Expense related to stock-based compensation
|
—
|
|
|
—
|
|
|
4,266
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4,266
|
|
||||||
Stock options exercised
|
—
|
|
|
—
|
|
|
(282
|
)
|
|
(719
|
)
|
|
—
|
|
|
327,700
|
|
|
6,110
|
|
|
5,109
|
|
||||||
Tax benefit from share-based compensation
|
—
|
|
|
—
|
|
|
(283
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(283
|
)
|
||||||
Restricted stock awards granted
|
—
|
|
|
—
|
|
|
(2,211
|
)
|
|
—
|
|
|
—
|
|
|
118,800
|
|
|
2,211
|
|
|
—
|
|
||||||
Recognition of unrecognized tax benefit
|
—
|
|
|
—
|
|
|
—
|
|
|
10,003
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
10,003
|
|
||||||
Other
|
(22,469
|
)
|
|
—
|
|
|
(153
|
)
|
|
(43
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(196
|
)
|
||||||
Balance at October 31, 2015
|
37,609,563
|
|
|
$
|
376
|
|
|
$
|
250,937
|
|
|
$
|
222,138
|
|
|
$
|
(10,049
|
)
|
|
(3,647,103
|
)
|
|
$
|
(68,107
|
)
|
|
$
|
395,295
|
|
Net loss
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,859
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,859
|
)
|
||||||
Foreign currency translation adjustment
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(26,838
|
)
|
|
—
|
|
|
—
|
|
|
(26,838
|
)
|
||||||
Change in pension from net unamortized loss (net of tax benefit of $986)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,878
|
)
|
|
—
|
|
|
—
|
|
|
(1,878
|
)
|
||||||
Common dividends ($0.16 per share)
|
—
|
|
|
—
|
|
|
—
|
|
|
(5,470
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(5,470
|
)
|
||||||
Expense related to stock-based compensation
|
—
|
|
|
—
|
|
|
6,089
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
6,089
|
|
||||||
Stock options exercised
|
—
|
|
|
—
|
|
|
(106
|
)
|
|
(637
|
)
|
|
—
|
|
|
221,850
|
|
|
4,143
|
|
|
3,400
|
|
||||||
Tax benefit from share-based compensation
|
—
|
|
|
—
|
|
|
(146
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(146
|
)
|
||||||
Restricted stock awards granted
|
—
|
|
|
—
|
|
|
(1,591
|
)
|
|
(6
|
)
|
|
—
|
|
|
85,500
|
|
|
1,597
|
|
|
—
|
|
||||||
Other
|
(49,314
|
)
|
|
—
|
|
|
(643
|
)
|
|
(119
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(762
|
)
|
||||||
Balance at October 31, 2016
|
37,560,249
|
|
|
$
|
376
|
|
|
$
|
254,540
|
|
|
$
|
214,047
|
|
|
$
|
(38,765
|
)
|
|
(3,339,753
|
)
|
|
$
|
(62,367
|
)
|
|
$
|
367,831
|
|
|
Year Ended October 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
|
(In thousands)
|
||||||||||
Operating activities:
|
|
|
|
|
|
||||||
Net (loss) income
|
$
|
(1,859
|
)
|
|
$
|
16,093
|
|
|
$
|
29,234
|
|
Adjustments to reconcile net (loss) income to cash provided by operating activities:
|
|
|
|
|
|
||||||
Depreciation and amortization
|
53,146
|
|
|
35,220
|
|
|
36,910
|
|
|||
(Gain) loss on disposition of capital assets
|
(20
|
)
|
|
495
|
|
|
586
|
|
|||
Stock-based compensation
|
6,089
|
|
|
4,266
|
|
|
3,925
|
|
|||
Deferred income tax
|
(8,469
|
)
|
|
5,204
|
|
|
14,246
|
|
|||
Excess tax benefit from share-based compensation
|
(136
|
)
|
|
(60
|
)
|
|
(654
|
)
|
|||
Charge for deferred loan costs and debt discount
|
16,022
|
|
|
—
|
|
|
—
|
|
|||
Asset impairment charges
|
12,602
|
|
|
—
|
|
|
1,007
|
|
|||
Gain on sale of discontinued operations
|
—
|
|
|
—
|
|
|
(39,122
|
)
|
|||
Gain on involuntary conversion
|
—
|
|
|
(1,263
|
)
|
|
(2,408
|
)
|
|||
Other, net
|
339
|
|
|
(19
|
)
|
|
2,105
|
|
|||
Changes in assets and liabilities, net of effects from acquisitions:
|
|
|
|
|
|
||||||
Decrease in accounts receivable
|
796
|
|
|
2,668
|
|
|
484
|
|
|||
Decrease (increase) in inventory
|
5,346
|
|
|
9,805
|
|
|
(25,650
|
)
|
|||
Decrease (increase) in other current assets
|
2,503
|
|
|
(1,304
|
)
|
|
(1,098
|
)
|
|||
(Decrease) increase in accounts payable
|
(2,273
|
)
|
|
(2,862
|
)
|
|
12,842
|
|
|||
Increase (decrease) in accrued liabilities
|
1,246
|
|
|
(576
|
)
|
|
(6,871
|
)
|
|||
(Decrease) increase in income taxes
|
(365
|
)
|
|
369
|
|
|
866
|
|
|||
Increase (decrease) in deferred pension and postretirement benefits
|
588
|
|
|
(372
|
)
|
|
(347
|
)
|
|||
Increase (decrease) in other long-term liabilities
|
956
|
|
|
(283
|
)
|
|
(2,172
|
)
|
|||
Other, net
|
(93
|
)
|
|
(294
|
)
|
|
(3,105
|
)
|
|||
Cash provided by operating activities
|
86,418
|
|
|
67,087
|
|
|
20,778
|
|
|||
Investing activities:
|
|
|
|
|
|
||||||
Net proceeds from sale of discontinued operations
|
—
|
|
|
—
|
|
|
107,431
|
|
|||
Acquisitions, net of cash acquired
|
(245,904
|
)
|
|
(131,689
|
)
|
|
(5,161
|
)
|
|||
Capital expenditures
|
(37,243
|
)
|
|
(29,982
|
)
|
|
(33,779
|
)
|
|||
Proceeds from disposition of capital assets
|
1,044
|
|
|
264
|
|
|
832
|
|
|||
Proceeds from property insurance claim
|
—
|
|
|
1,263
|
|
|
4,801
|
|
|||
Cash (used for) provided by investing activities
|
(282,103
|
)
|
|
(160,144
|
)
|
|
74,124
|
|
|||
Financing activities:
|
|
|
|
|
|
||||||
Borrowings under credit facility
|
634,800
|
|
|
117,000
|
|
|
—
|
|
|||
Repayments of credit facility borrowings
|
(422,875
|
)
|
|
(67,000
|
)
|
|
—
|
|
|||
Debt issuance costs
|
(11,435
|
)
|
|
(496
|
)
|
|
—
|
|
|||
Repayments of other long-term debt
|
(2,185
|
)
|
|
(1,020
|
)
|
|
(175
|
)
|
|||
Common stock dividends paid
|
(5,470
|
)
|
|
(5,515
|
)
|
|
(5,992
|
)
|
|||
Issuance of common stock
|
3,400
|
|
|
5,109
|
|
|
3,249
|
|
|||
Excess tax benefit from share-based compensation
|
136
|
|
|
60
|
|
|
654
|
|
|||
Purchase of treasury stock
|
—
|
|
|
(52,719
|
)
|
|
(22,281
|
)
|
|||
Other, net
|
—
|
|
|
—
|
|
|
86
|
|
|||
Cash provided by (used for) financing activities
|
196,371
|
|
|
(4,581
|
)
|
|
(24,459
|
)
|
|||
Effect of exchange rate changes on cash and cash equivalents
|
1,715
|
|
|
379
|
|
|
207
|
|
|||
Increase (decrease) in cash and cash equivalents
|
2,401
|
|
|
(97,259
|
)
|
|
70,650
|
|
|||
Cash and cash equivalents at beginning of period
|
23,125
|
|
|
120,384
|
|
|
49,734
|
|
|||
Cash and cash equivalents at end of period
|
$
|
25,526
|
|
|
$
|
23,125
|
|
|
$
|
120,384
|
|
|
Year Ended October 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
|
(In thousands)
|
||||||||||
Cash paid for interest
|
$
|
14,594
|
|
|
$
|
830
|
|
|
$
|
361
|
|
Cash paid for income taxes
|
3,004
|
|
|
2,561
|
|
|
3,046
|
|
|||
Cash received for income tax refunds
|
1,949
|
|
|
403
|
|
|
66
|
|
|||
Noncash investing and financing activities:
|
|
|
|
|
|
||||||
Share value cancelled to satisfy tax withholdings
|
666
|
|
|
153
|
|
|
155
|
|
|||
Recognition of unrecognized tax benefit
|
—
|
|
|
10,883
|
|
|
1,977
|
|
|||
Debt assumed in acquisition
|
—
|
|
|
7,673
|
|
|
—
|
|
|||
Debt discount on Term Loan B
|
6,200
|
|
|
—
|
|
|
—
|
|
|||
(Decrease) increase in capitalized expenditures in accounts payable and accrued liabilities
|
$
|
(32
|
)
|
|
$
|
(204
|
)
|
|
$
|
1,398
|
|
|
October 31, 2014
|
||
|
(in thousands)
|
||
Net sales
|
$
|
142,797
|
|
Operating loss
|
(5,094
|
)
|
|
Loss before income taxes, before gain on sale
|
(5,111
|
)
|
|
Income tax benefit, before gain on sale
|
1,947
|
|
|
Gain on sale, net of tax of $15,062
|
24,060
|
|
|
Net income
|
$
|
20,896
|
|
Basic earnings per common share
|
$
|
0.57
|
|
Diluted earnings per common share
|
$
|
0.56
|
|
|
As of Date of
Opening Balance Sheet |
||
|
(In thousands)
|
||
Net assets acquired:
|
|
||
Accounts receivable
|
$
|
23,944
|
|
Inventory
|
29,552
|
|
|
Prepaid and other current assets
|
4,081
|
|
|
Property, plant and equipment
|
63,154
|
|
|
Goodwill
|
113,747
|
|
|
Intangible assets
|
62,900
|
|
|
Other non-current assets
|
24
|
|
|
Accounts payable
|
(4,620
|
)
|
|
Accrued expenses
|
(9,492
|
)
|
|
Deferred income tax liabilities, net
|
(37,386
|
)
|
|
Net assets acquired
|
$
|
245,904
|
|
Consideration:
|
|
||
Cash, net of cash and cash equivalents acquired
|
$
|
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
|
|
|
As of Date of
Opening Balance Sheet |
||
|
(In thousands)
|
||
Net assets acquired:
|
|
||
Inventories
|
$
|
161
|
|
Prepaid and other current assets
|
145
|
|
|
Property, plant and equipment
|
4,695
|
|
|
Intangible assets
|
290
|
|
|
Deferred income tax liability
|
(50
|
)
|
|
Net assets acquired
|
$
|
5,241
|
|
Consideration:
|
|
||
Cash, net of cash and cash equivalents acquired
|
$
|
5,161
|
|
|
|
||
Gain recognized on bargain purchase
|
$
|
80
|
|
|
Pro Forma Results
|
|||||
|
For the Years Ended
|
|||||
|
October 31, 2015
|
October 31, 2014
|
||||
|
(In thousands, unaudited)
|
|||||
Net sales
|
$
|
935,196
|
|
$
|
929,751
|
|
Income from continuing operations
|
$
|
26,587
|
|
$
|
24,915
|
|
Net income
|
$
|
27,066
|
|
$
|
16,931
|
|
Basic earnings per share
|
$
|
0.77
|
|
$
|
0.46
|
|
Diluted earnings per share
|
$
|
0.77
|
|
$
|
0.45
|
|
|
October 31,
|
||||||
|
2016
|
|
2015
|
||||
|
(In thousands)
|
||||||
Trade receivables
|
$
|
83,384
|
|
|
$
|
64,156
|
|
Other
|
492
|
|
|
597
|
|
||
Total
|
$
|
83,876
|
|
|
$
|
64,753
|
|
Less: Allowance for doubtful accounts
|
251
|
|
|
673
|
|
||
Accounts receivable, net
|
$
|
83,625
|
|
|
$
|
64,080
|
|
|
Year Ended October 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
|
(In thousands)
|
||||||||||
Beginning balance as of November 1, 2015, 2014 and 2013, respectively
|
$
|
673
|
|
|
$
|
698
|
|
|
$
|
481
|
|
Bad debt (benefit) expense
|
(67
|
)
|
|
25
|
|
|
359
|
|
|||
Amounts written off
|
(371
|
)
|
|
(66
|
)
|
|
(192
|
)
|
|||
Recoveries
|
16
|
|
|
16
|
|
|
50
|
|
|||
Balance as of October 31,
|
$
|
251
|
|
|
$
|
673
|
|
|
$
|
698
|
|
|
October 31,
|
||||||
|
2016
|
|
2015
|
||||
|
(In thousands)
|
||||||
Raw materials
|
$
|
50,584
|
|
|
$
|
36,865
|
|
Finished goods and work in process
|
36,886
|
|
|
32,206
|
|
||
Supplies and other
|
1,859
|
|
|
2,064
|
|
||
Total
|
$
|
89,329
|
|
|
$
|
71,135
|
|
Less: Inventory reserves
|
4,994
|
|
|
8,106
|
|
||
Inventories, net
|
$
|
84,335
|
|
|
$
|
63,029
|
|
|
Year Ended October 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
|
(In thousands)
|
||||||||||
Beginning balance as of November 1, 2015, 2014 and 2013, respectively
|
$
|
8,106
|
|
|
$
|
5,757
|
|
|
$
|
5,040
|
|
Charged (credited) to cost of sales
|
8
|
|
|
2,853
|
|
|
960
|
|
|||
Write-offs
|
(3,048
|
)
|
|
(504
|
)
|
|
(243
|
)
|
|||
Other
|
(72
|
)
|
|
—
|
|
|
—
|
|
|||
Balance as of October 31,
|
$
|
4,994
|
|
|
$
|
8,106
|
|
|
$
|
5,757
|
|
|
October 31,
|
||||||
|
2016
|
|
2015
|
||||
|
(In thousands)
|
||||||
Land and land improvements
|
$
|
10,264
|
|
|
$
|
2,149
|
|
Buildings and building improvements
|
76,710
|
|
|
50,050
|
|
||
Machinery and equipment
|
340,665
|
|
|
292,188
|
|
||
Construction in progress
|
15,986
|
|
|
13,797
|
|
||
Property, plant and equipment, gross
|
443,625
|
|
|
358,184
|
|
||
Less: Accumulated depreciation
|
245,128
|
|
|
217,512
|
|
||
Property, plant and equipment, net
|
$
|
198,497
|
|
|
$
|
140,672
|
|
|
Year Ended October 31,
|
||||||
|
2016
|
|
2015
|
||||
|
(In thousands)
|
||||||
Beginning balance as of November 1, 2015 and 2014
|
$
|
129,770
|
|
|
$
|
70,546
|
|
Acquisitions
|
113,747
|
|
|
61,524
|
|
||
Goodwill impairment charge
|
(12,602
|
)
|
|
—
|
|
||
Other
|
(575
|
)
|
|
—
|
|
||
Foreign currency translation adjustment
|
(13,305
|
)
|
|
(2,300
|
)
|
||
Balance as of October 31,
|
$
|
217,035
|
|
|
$
|
129,770
|
|
|
October 31, 2016
|
|
October 31, 2016
|
|
October 31, 2015
|
||||||||||||
|
Remaining Weighted Average Useful Life
|
|
Gross Carrying
Amount
|
|
Accumulated
Amortization
|
|
Gross Carrying
Amount
|
|
Accumulated
Amortization
|
||||||||
|
|
|
(In thousands)
|
||||||||||||||
Customer relationships
|
7 years
|
|
$
|
152,146
|
|
|
$
|
35,693
|
|
|
$
|
98,750
|
|
|
$
|
24,628
|
|
Trademarks and trade names
|
12 years
|
|
55,481
|
|
|
26,288
|
|
|
58,916
|
|
|
23,416
|
|
||||
Patents and other technology
|
4 years
|
|
24,571
|
|
|
16,037
|
|
|
25,881
|
|
|
15,158
|
|
||||
Other
|
1 year
|
|
100
|
|
|
100
|
|
|
1,767
|
|
|
1,302
|
|
||||
Total
|
|
|
$
|
232,298
|
|
|
$
|
78,118
|
|
|
$
|
185,314
|
|
|
$
|
64,504
|
|
|
Estimated
Amortization Expense
|
||
2017
|
$
|
18,263
|
|
2018
|
15,892
|
|
|
2019
|
15,104
|
|
|
2020
|
14,045
|
|
|
2021
|
12,327
|
|
|
Thereafter
|
78,549
|
|
|
Total
|
$
|
154,180
|
|
|
October 31,
|
||||||
|
2016
|
|
2015
|
||||
|
(In thousands)
|
||||||
Payroll, payroll taxes and employee benefits
|
$
|
27,406
|
|
|
$
|
16,928
|
|
Accrued insurance and workers compensation
|
3,946
|
|
|
2,945
|
|
||
Sales allowances
|
6,197
|
|
|
6,216
|
|
||
Deferred compensation
|
362
|
|
|
331
|
|
||
Deferred revenue
|
238
|
|
|
987
|
|
||
Warranties
|
295
|
|
|
309
|
|
||
Audit, legal, and other professional fees
|
2,456
|
|
|
1,862
|
|
||
Accrued taxes
|
2,151
|
|
|
2,572
|
|
||
Accrued rent
|
120
|
|
|
196
|
|
||
Earn-out liability
(1)
|
8,376
|
|
|
—
|
|
||
Other
|
3,554
|
|
|
5,018
|
|
||
Accrued liabilities
|
$
|
55,101
|
|
|
$
|
37,364
|
|
(1)
|
Amount relates to acquisition earn-out payment for HLP, paid on November 7, 2016. For additional details, see Note 2, "Acquisitions" located elsewhere herein.
|
|
October 31,
|
||||||
|
2016
|
|
2015
|
||||
|
(In thousands)
|
||||||
Revolving Credit Facility
|
$
|
120,000
|
|
|
$
|
50,000
|
|
Term Loan A
|
148,125
|
|
|
—
|
|
||
City of Richmond, Kentucky Industrial Building Revenue Bonds
|
400
|
|
|
500
|
|
||
Capital lease obligations
|
3,683
|
|
|
6,900
|
|
||
Unamortized deferred financing fees
|
$
|
(2,677
|
)
|
|
$
|
(1,274
|
)
|
Total debt
|
$
|
269,531
|
|
|
$
|
56,126
|
|
Less: Current maturities of long-term debt
|
10,520
|
|
|
2,359
|
|
||
Long-term debt
|
$
|
259,011
|
|
|
$
|
53,767
|
|
|
Required
|
|
Actual
|
|
Minimum Interest Coverage Ratio
|
No less than
|
3.00:1
|
|
69.71:1
|
Maximum Consolidated Leverage Ratio
|
No greater than
|
3.25:1
|
|
0.92:1
|
Level
|
|
Average Aggregate
Excess Availability
|
|
Applicable Margin Relative to
Base Rate Loans
|
|
Applicable Margin Relative to
LIBOR Rate Loans
|
I
|
|
> 66.7% of the Maximum Revolver Amount
|
|
0.50 percentage points
|
|
1.50 percentage points
|
II
|
|
< 66.7% of the Maximum Revolver Amount and 33.3% of the Maximum Revolver Amount
|
|
0.75 percentage points
|
|
1.75 percentage points
|
III
|
|
< 33.3% of the Maximum Revolver Amount
|
|
1.00 percentage points
|
|
2.00 percentage points
|
Level
|
|
Average Revolver Usage
|
|
Applicable Unused Line Fee Percentage
|
I
|
|
> 50% of the Maximum Revolver Amount
|
|
0.25 percentage points
|
II
|
|
< 50% of the Maximum Revolver Amount
|
|
0.375 percentage points
|
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
|
|
Other Long Term Debt
|
|
Capital Lease Obligations
|
|
Aggregate Maturities
|
||||||
2017
|
$
|
8,910
|
|
|
$
|
1,610
|
|
|
$
|
10,520
|
|
2018
|
14,535
|
|
|
1,083
|
|
|
15,618
|
|
|||
2019
|
14,535
|
|
|
765
|
|
|
15,300
|
|
|||
2020
|
16,410
|
|
|
225
|
|
|
16,635
|
|
|||
2021
|
211,458
|
|
|
—
|
|
|
211,458
|
|
|||
Total
|
$
|
265,848
|
|
|
$
|
3,683
|
|
|
$
|
269,531
|
|
|
October 31,
|
||||||
|
2016
|
|
2015
|
||||
|
(In thousands)
|
||||||
Change in Benefit Obligation:
|
|
|
|
||||
Beginning balance as of November 1, 2015 and 2014, respectively
|
$
|
31,035
|
|
|
$
|
29,070
|
|
Service cost
|
3,712
|
|
|
3,288
|
|
||
Interest cost
|
828
|
|
|
1,026
|
|
||
Actuarial loss
|
3,008
|
|
|
38
|
|
||
Benefits paid
|
(1,061
|
)
|
|
(1,925
|
)
|
||
Administrative expenses
|
(630
|
)
|
|
(462
|
)
|
||
Projected benefit obligation at October 31,
|
$
|
36,892
|
|
|
$
|
31,035
|
|
Change in Plan Assets:
|
|
|
|
||||
Beginning balance as of November 1, 2015 and 2014, respectively
|
$
|
26,132
|
|
|
$
|
25,329
|
|
Actual return on plan assets
|
1,069
|
|
|
390
|
|
||
Employer contributions
|
3,700
|
|
|
2,800
|
|
||
Benefits paid
|
(1,061
|
)
|
|
(1,925
|
)
|
||
Administrative expenses
|
(630
|
)
|
|
(462
|
)
|
||
Fair value of plan assets at October 31,
|
$
|
29,210
|
|
|
$
|
26,132
|
|
Non current liability - Funded Status
|
$
|
(7,682
|
)
|
|
$
|
(4,903
|
)
|
|
Year Ended October 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
|
(In thousands)
|
||||||||||
Service cost
|
$
|
3,712
|
|
|
$
|
3,288
|
|
|
$
|
3,313
|
|
Interest cost
|
828
|
|
|
1,026
|
|
|
1,063
|
|
|||
Expected return on plan assets
|
(1,617
|
)
|
|
(1,791
|
)
|
|
(1,722
|
)
|
|||
Amortization of net loss
|
384
|
|
|
—
|
|
|
—
|
|
|||
Net periodic benefit cost
|
$
|
3,307
|
|
|
$
|
2,523
|
|
|
$
|
2,654
|
|
|
Year Ended October 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
|
(In thousands)
|
||||||||||
Net loss (gain) arising during the period
|
$
|
3,556
|
|
|
$
|
1,439
|
|
|
$
|
2,596
|
|
Less: Amortization of net loss
|
$
|
384
|
|
|
$
|
159
|
|
|
$
|
—
|
|
Total recognized in other comprehensive loss
|
$
|
3,172
|
|
|
$
|
1,280
|
|
|
$
|
2,596
|
|
|
For the Year Ended October 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
|
2016
|
|
2015
|
|
2014
|
Weighted Average Assumptions:
|
Benefit Obligation
|
|
Net Periodic Benefit Cost
|
||||||||
Discount rate
|
3.41%
|
|
3.92%
|
|
3.64%
|
|
3.92%
|
|
3.64%
|
|
4.18%
|
Rate of compensation increase
|
3.00%
|
|
3.00%
|
|
3.00%
|
|
3.00%
|
|
3.00%
|
|
2.50%
|
Expected return on plan assets
|
n/a
|
|
n/a
|
|
n/a
|
|
6.50%
|
|
6.75%
|
|
7.25%
|
|
Target Allocation
|
|
Actual Allocation
|
|||||
|
October 31, 2016
|
|
October 31, 2016
|
|
October 31, 2015
|
|||
Equity securities
|
60.0
|
%
|
|
60.0
|
%
|
|
60.0
|
%
|
Fixed income
|
40.0
|
%
|
|
40.0
|
%
|
|
40.0
|
%
|
|
Fair Value Measurements at
|
||||||
|
October 31, 2016
|
|
October 31, 2015
|
||||
|
(In thousands)
|
||||||
Money market fund
|
$
|
31
|
|
|
$
|
142
|
|
|
|
|
|
||||
Large capitalization
|
$
|
9,297
|
|
|
$
|
8,367
|
|
Small capitalization
|
3,442
|
|
|
3,114
|
|
||
International equity
|
3,191
|
|
|
2,831
|
|
||
Other
|
1,451
|
|
|
1,290
|
|
||
Equity securities
|
$
|
17,381
|
|
|
$
|
15,602
|
|
|
|
|
|
||||
High-quality core bond
|
$
|
5,888
|
|
|
$
|
5,186
|
|
High-quality government bond
|
2,954
|
|
|
2,590
|
|
||
High-yield bond
|
2,956
|
|
|
2,612
|
|
||
Fixed income
|
$
|
11,798
|
|
|
$
|
10,388
|
|
|
|
|
|
||||
Total securities
(1)
|
$
|
29,210
|
|
|
$
|
26,132
|
|
(1)
|
Quoted prices in active markets for identical assets (Level 1).
|
|
Pension Benefits
|
||
2017
|
$
|
3,138
|
|
2018
|
2,734
|
|
|
2019
|
2,986
|
|
|
2020
|
3,090
|
|
|
2021
|
3,193
|
|
|
2022 - 2026
|
17,271
|
|
|
Total
|
$
|
32,412
|
|
|
October 31, 2016
|
|
October 31, 2015
|
||||
|
(In thousands)
|
||||||
Accrued liabilities
|
$
|
49
|
|
|
$
|
49
|
|
Deferred pension and postretirement benefits
|
485
|
|
|
798
|
|
||
Total
|
$
|
534
|
|
|
$
|
847
|
|
|
Year Ended October 31,
|
||||||
|
2016
|
|
2015
|
||||
|
(In thousands)
|
||||||
Beginning balance as of November 1, 2015, and 2014, respectively
|
$
|
535
|
|
|
$
|
671
|
|
Provision for warranty expense
|
90
|
|
|
207
|
|
||
Change in accrual for preexisting warranties
|
(62
|
)
|
|
—
|
|
||
Warranty costs paid
|
(117
|
)
|
|
(343
|
)
|
||
Total accrued warranty
|
$
|
446
|
|
|
$
|
535
|
|
Less: Current portion of accrued warranty
|
295
|
|
|
309
|
|
||
Long-term portion at October 31,
|
$
|
151
|
|
|
$
|
226
|
|
|
Year Ended October 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
|
(In thousands)
|
||||||||||
Current
|
|
|
|
|
|
||||||
Federal
|
$
|
1,309
|
|
|
$
|
49
|
|
|
$
|
1,271
|
|
State and local
|
154
|
|
|
216
|
|
|
532
|
|
|||
Non-U.S.
|
3,241
|
|
|
2,070
|
|
|
2,535
|
|
|||
Total current
|
4,704
|
|
|
2,335
|
|
|
4,338
|
|
|||
Deferred
|
|
|
|
|
|
||||||
Federal
|
(5,932
|
)
|
|
5,766
|
|
|
2,261
|
|
|||
State and local
|
(712
|
)
|
|
439
|
|
|
(258
|
)
|
|||
Non-U.S.
|
(1,825
|
)
|
|
(1,001
|
)
|
|
(873
|
)
|
|||
Total deferred
|
(8,469
|
)
|
|
5,204
|
|
|
1,130
|
|
|||
Total income tax (benefit) provision
|
$
|
(3,765
|
)
|
|
$
|
7,539
|
|
|
$
|
5,468
|
|
|
Year Ended October 31,
|
|||||||
|
2016
|
|
2015
|
|
2014
|
|||
U.S. tax at statutory rate
|
35.0
|
%
|
|
35.0
|
%
|
|
35.0
|
%
|
State and local income tax
|
7.4
|
|
|
2.3
|
|
|
2.3
|
|
Non-U.S. income tax
|
32.0
|
|
|
(1.5
|
)
|
|
(0.1
|
)
|
U.S. tax on non U.S. earnings
|
(0.8
|
)
|
|
—
|
|
|
(0.3
|
)
|
Deferred rate change
|
15.2
|
|
|
0.5
|
|
|
5.1
|
|
General business credits
|
6.4
|
|
|
(1.0
|
)
|
|
(1.8
|
)
|
Transaction costs
|
(17.0
|
)
|
|
2.5
|
|
|
—
|
|
Uncertain tax positions
|
—
|
|
|
(3.4
|
)
|
|
(1.2
|
)
|
Change in valuation allowance
|
(0.9
|
)
|
|
(0.5
|
)
|
|
(1.0
|
)
|
Other permanent differences
|
(5.0
|
)
|
|
(1.5
|
)
|
|
1.3
|
|
Return to actual adjustments
|
(5.4
|
)
|
|
0.2
|
|
|
0.3
|
|
Effective tax rate
|
66.9
|
%
|
|
32.6
|
%
|
|
39.6
|
%
|
|
October 31,
|
||||||
|
2016
|
|
2015
|
||||
|
(In thousands)
|
||||||
Deferred tax assets:
|
|
|
|
||||
Employee benefit obligations
|
$
|
16,694
|
|
|
$
|
13,220
|
|
Accrued liabilities and reserves
|
2,929
|
|
|
3,354
|
|
||
Pension and other benefit obligations
|
4,087
|
|
|
2,956
|
|
||
Inventory
|
1,759
|
|
|
2,625
|
|
||
Loss and tax credit carry forwards
|
9,589
|
|
|
12,531
|
|
||
Other
|
193
|
|
|
187
|
|
||
Total gross deferred tax assets
|
35,251
|
|
|
34,873
|
|
||
Less: Valuation allowance
|
1,279
|
|
|
1,064
|
|
||
Total deferred tax assets, net of valuation allowance
|
33,972
|
|
|
33,809
|
|
||
Deferred tax liabilities:
|
|
|
|
||||
Property, plant and equipment
|
18,946
|
|
|
8,303
|
|
||
Goodwill and intangibles
|
33,348
|
|
|
16,723
|
|
||
Total deferred tax liabilities
|
52,294
|
|
|
25,026
|
|
||
|
|
|
|
||||
Net deferred tax (liabilities) assets
|
$
|
(18,322
|
)
|
|
$
|
8,783
|
|
|
|
Unrecognized
Income Tax Benefits
|
||
Balance at October 31, 2013
|
|
$
|
13,238
|
|
Additions for tax positions related to the current year
|
|
—
|
|
|
Additions for tax positions related to the prior year
|
|
170
|
|
|
Lapse in statute of limitations
|
|
(1,977
|
)
|
|
Balance at October 31, 2014
|
|
$
|
11,431
|
|
Additions for tax positions related to the current year
|
|
—
|
|
|
Additions for tax positions related to the prior year
|
|
16
|
|
|
Lapse in statute of limitations
|
|
(10,883
|
)
|
|
Balance at October 31, 2015
|
|
$
|
564
|
|
Additions for tax positions related to the current year
|
|
—
|
|
|
Additions for tax positions related to the prior year
|
|
15
|
|
|
Balance at October 31, 2016
|
|
$
|
579
|
|
|
Operating
Leases
|
||
2017
|
$
|
9,794
|
|
2018
|
8,482
|
|
|
2019
|
7,842
|
|
|
2020
|
5,904
|
|
|
2021
|
4,366
|
|
|
Thereafter
|
30,552
|
|
|
Total
|
$
|
66,940
|
|
|
Year Ended October 31,
|
||||||
|
2016
|
|
2015
|
||||
|
(In thousands)
|
||||||
Beginning balance as of November 1, 2015, and 2014, respectively
|
$
|
1,133
|
|
|
$
|
1,187
|
|
Additional claims received
|
1,147
|
|
|
1,049
|
|
||
Claim payments made
|
(1,476
|
)
|
|
(956
|
)
|
||
Foreign currency translation adjustment
|
(3
|
)
|
|
(147
|
)
|
||
Total spacer migration accrual
|
$
|
801
|
|
|
$
|
1,133
|
|
|
|
Year Ended October 31,
|
|||||||
Derivatives Not Designated as Hedging Instruments
|
Location of Gain or (Loss):
|
2016
|
|
2015
|
|
2014
|
|||
Foreign currency derivatives
|
Other, net
|
77
|
|
|
654
|
|
|
568
|
|
|
|
Notional as indicated
|
|
Fair Value in $
|
||||||||||
|
|
October 31,
2016 |
|
October 31,
2015 |
|
October 31,
2016 |
|
October 31,
2015 |
||||||
Foreign currency derivatives:
|
|
|
|
|
|
|
|
|
||||||
Sell EUR, Buy USD
|
EUR
|
5,251
|
|
|
8,076
|
|
|
$
|
(79
|
)
|
|
$
|
37
|
|
Sell CAD, Buy USD
|
CAD
|
186
|
|
|
280
|
|
|
1
|
|
|
1
|
|
||
Sell GBP, Buy USD
|
GBP
|
187
|
|
|
226
|
|
|
(1
|
)
|
|
3
|
|
||
Buy EUR, Sell GBP
|
EUR
|
130
|
|
|
2
|
|
|
1
|
|
|
—
|
|
||
Buy USD, Sell EUR
|
USD
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||
Buy EUR, Sell USD
|
EUR
|
—
|
|
|
807
|
|
|
—
|
|
|
3
|
|
•
|
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.
|
|
October 31, 2016
|
|
October 31, 2015
|
||||||||||||||||||||||||||||
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||||||||||
Assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Foreign currency derivatives
|
$
|
—
|
|
|
$
|
2
|
|
|
$
|
—
|
|
|
$
|
2
|
|
|
$
|
—
|
|
|
$
|
44
|
|
|
$
|
—
|
|
|
$
|
44
|
|
Total assets
|
$
|
—
|
|
|
$
|
2
|
|
|
$
|
—
|
|
|
$
|
2
|
|
|
$
|
—
|
|
|
$
|
44
|
|
|
$
|
—
|
|
|
$
|
44
|
|
Liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Foreign currency derivatives
|
$
|
—
|
|
|
$
|
80
|
|
|
$
|
—
|
|
|
$
|
80
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Contingent consideration
|
—
|
|
|
—
|
|
|
8,376
|
|
|
8,376
|
|
|
—
|
|
|
—
|
|
|
10,414
|
|
|
10,414
|
|
||||||||
Total liabilities
|
$
|
—
|
|
|
$
|
80
|
|
|
$
|
8,376
|
|
|
$
|
8,456
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
10,414
|
|
|
$
|
10,414
|
|
|
Restricted Stock Awards
|
|
Weighted Average
Grant Date Fair Value per Share
|
|||
Non-vested at October 31, 2013
|
183,400
|
|
|
$
|
17.46
|
|
Granted
|
83,400
|
|
|
17.67
|
|
|
Vested
|
(30,700
|
)
|
|
17.45
|
|
|
Forfeited
|
(15,300
|
)
|
|
19.25
|
|
|
Non-vested at October 31, 2014
|
220,800
|
|
|
17.42
|
|
|
Granted
|
118,800
|
|
|
20.17
|
|
|
Vested
|
(34,000
|
)
|
|
15.12
|
|
|
Forfeited
|
(12,600
|
)
|
|
19.57
|
|
|
Non-vested at October 31, 2015
|
293,000
|
|
|
18.71
|
|
|
Granted
|
85,500
|
|
|
19.21
|
|
|
Vested
|
(102,000
|
)
|
|
17.84
|
|
|
Forfeited
|
(9,800
|
)
|
|
18.97
|
|
|
Non-vested at October 31, 2016
|
266,700
|
|
|
$
|
19.19
|
|
•
|
Expected Volatility
– For stock options granted prior to July 1, 2013, we used an estimate of the historical volatility of a selected peer group. Effective July 1, 2013, we determined that we had sufficient historical data to calculate the volatility of our common stock since our spin-off in April 2008. We believe there has been uncertainty in the United States equities market over the past several years and that uncertainty has contributed to volatility in equities in general. We expect this volatility to continue over the foreseeable future. Therefore, we believe that our historical volatility is a proxy for expected volatility. We have not excluded any of our historical data from the volatility calculation, and we are not aware of any specific significant factors which might impact our future volatility.
|
•
|
Expected Term
– For stock options granted prior to July 1, 2013, we determined the expected term using historical information of our former parent company prior to the spin-off in 2008, with regards to option vesting, exercise behavior and contractual expiration, as we believed that this employee group was the most similar to our employee group. Separate groups of employees that have similar historical exercise behavior were considered separately. Effective July 1, 2013, we determined that we had sufficient historical data to estimate our expected term using our own data with regards to the exercise behavior, cancellations, retention patterns and remaining contractual terms. When analyzing these patterns and variables, we considered the stratification of the awards (large grants to relatively few employees versus smaller grants to many others), the age of certain employees with larger grants, the historical exercise behavior of the employee group, and fluctuations/volatility of our underlying common stock, as to whether the stock options are expected to be out-of-the-money. For our directors, stock options vested immediately, and, as such, the expected term approximated the contractual term, after adjusting for historical forfeitures. We believe our estimates are reasonable given these factors.
|
•
|
Risk-Free Rate
– We base the risk-free rate on the yield at the date of grant of a zero-coupon United States Treasury bond whose maturity period equals the option’s expected term.
|
•
|
Expected Dividend Yield
– We base the expected dividend yield on our historical dividend payment of approximately
$0.16
per share.
|
|
Year Ended October 31,
|
||||
|
2016
|
|
2015
|
|
2014
|
Weighted-average expected volatility
|
37.1%
|
|
47.7%
|
|
55.3%
|
Weighted-average expected term (in years)
|
5.4
|
|
5.6
|
|
6.1
|
Risk-free interest rate
|
1.7%
|
|
1.6%
|
|
1.9%
|
Expected dividend yield over expected term
|
1.0%
|
|
1.0%
|
|
1.0%
|
Weighted average grant date fair value
|
$6.32
|
|
$8.40
|
|
$8.78
|
|
Stock Options
|
|
Weighted Average
Exercise Price
|
|
Weighted Average
Remaining Contractual
Term (in years)
|
|
Aggregate
Intrinsic
Value (000s)
|
|||||
Outstanding at October 31, 2013
|
2,875,276
|
|
|
15.64
|
|
|
|
|
$
|
7,748
|
|
|
Granted
|
189,200
|
|
|
17.99
|
|
|
|
|
|
|||
Exercised
|
(306,611
|
)
|
|
19.27
|
|
|
|
|
|
|||
Forfeited/Expired
|
(169,476
|
)
|
|
18.71
|
|
|
|
|
|
|||
Outstanding at October 31, 2014
|
2,588,389
|
|
|
16.21
|
|
|
6.2
|
|
$
|
10,238
|
|
|
Granted
|
123,900
|
|
|
20.28
|
|
|
|
|
|
|||
Exercised
|
(327,700
|
)
|
|
15.59
|
|
|
|
|
|
|||
Forfeited/Expired
|
(32,401
|
)
|
|
20.21
|
|
|
|
|
|
|||
Outstanding at October 31, 2015
|
2,352,188
|
|
|
16.46
|
|
|
5.4
|
|
$
|
6,672
|
|
|
Granted
|
297,900
|
|
|
19.23
|
|
|
|
|
|
|||
Exercised
|
(221,850
|
)
|
|
15.43
|
|
|
|
|
|
|||
Forfeited/Expired
|
(42,018
|
)
|
|
19.78
|
|
|
|
|
|
|||
Outstanding at October 31, 2016
|
2,386,220
|
|
|
16.84
|
|
|
5.1
|
|
$
|
2,384
|
|
|
Vested or expected to vest at October 31, 2016
|
2,377,254
|
|
|
16.83
|
|
|
5.1
|
|
$
|
2,384
|
|
|
Exercisable at October 31, 2016
|
1,978,013
|
|
|
$
|
16.34
|
|
|
4.4
|
|
$
|
2,384
|
|
|
Restricted Stock Units
|
|
Weighted Average
Grant Date Fair Value
|
|||
Non-vested at October 31, 2013
|
101,000
|
|
|
$
|
15.62
|
|
Granted
|
12,135
|
|
|
18.58
|
|
|
Vested
|
(29,635
|
)
|
|
18.35
|
|
|
Non-vested at October 31, 2014
|
83,500
|
|
|
15.08
|
|
|
Granted
|
—
|
|
|
—
|
|
|
Vested
|
(83,500
|
)
|
|
15.08
|
|
|
Non-vested at October 31, 2015
|
—
|
|
|
—
|
|
|
Granted
|
20,445
|
|
|
19.56
|
|
|
Vested
|
(20,445
|
)
|
|
19.56
|
|
|
Non-vested at October 31, 2016
|
—
|
|
|
—
|
|
|
Year Ended October 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
Restricted stock awards
|
$
|
1,911
|
|
|
$
|
1,670
|
|
|
$
|
1,220
|
|
Stock options
|
2,486
|
|
|
1,713
|
|
|
2,301
|
|
|||
Restricted stock units
|
161
|
|
|
(57
|
)
|
|
781
|
|
|||
Performance share awards
|
2,703
|
|
|
1,504
|
|
|
981
|
|
|||
Total compensation expense
|
7,261
|
|
|
4,830
|
|
|
5,283
|
|
|||
Income tax effect
|
4,858
|
|
|
1,575
|
|
|
2,092
|
|
|||
Net compensation expense
|
$
|
2,403
|
|
|
$
|
3,255
|
|
|
$
|
3,191
|
|
|
October 31, 2016
|
|
Beginning balance as of November 1, 2015
|
3,647,103
|
|
Restricted stock awards granted
|
(85,500
|
)
|
Stock options exercised
|
(221,850
|
)
|
Balance at end of period
|
3,339,753
|
|
|
Year Ended October 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
Foreign currency transaction losses
|
$
|
(5,457
|
)
|
|
$
|
(1,433
|
)
|
|
$
|
(695
|
)
|
Foreign currency exchange derivative gains
|
77
|
|
|
654
|
|
|
568
|
|
|||
Interest income
|
106
|
|
|
64
|
|
|
119
|
|
|||
Other
|
(205
|
)
|
|
184
|
|
|
100
|
|
|||
Other (expense) income
|
$
|
(5,479
|
)
|
|
$
|
(531
|
)
|
|
$
|
92
|
|
|
Year Ended October 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
|
(in thousands)
|
||||||||||
NA Engineered Components
|
$
|
10,487
|
|
|
$
|
9,638
|
|
|
$
|
10,170
|
|
EU Engineered Components
|
3,814
|
|
|
2,109
|
|
|
740
|
|
|||
NA Cabinet Components
|
4,767
|
|
|
—
|
|
|
—
|
|
|||
Unallocated Corporate & Other
|
—
|
|
|
5,776
|
|
|
7,581
|
|
|||
Allocated general and administrative expense
|
$
|
19,068
|
|
|
$
|
17,523
|
|
|
$
|
18,491
|
|
|
NA Eng Comp.
|
|
EU Eng. Comp.
|
|
NA Cabinet Comp.
|
|
Unallocated Corp. & Other
|
|
Total
|
||||||||||
Year Ended October 31, 2016
|
|
|
|
|
|
|
|
|
|
||||||||||
Net sales
|
$
|
560,029
|
|
|
$
|
150,203
|
|
|
$
|
223,391
|
|
|
$
|
(5,439
|
)
|
|
$
|
928,184
|
|
Depreciation and amortization
|
30,298
|
|
|
9,339
|
|
|
12,948
|
|
|
561
|
|
|
53,146
|
|
|||||
Operating income (loss)
|
37,883
|
|
|
13,225
|
|
|
1,821
|
|
|
(16,576
|
)
|
|
36,353
|
|
|||||
Capital expenditures
|
22,713
|
|
|
6,141
|
|
|
8,110
|
|
|
279
|
|
|
37,243
|
|
|||||
Total assets
|
$
|
290,725
|
|
|
$
|
190,995
|
|
|
$
|
287,012
|
|
|
$
|
11,621
|
|
|
$
|
780,353
|
|
Year Ended October 31, 2015
|
|
|
|
|
|
|
|
|
|
||||||||||
Net sales
|
$
|
556,550
|
|
|
$
|
93,644
|
|
|
$
|
—
|
|
|
$
|
(4,666
|
)
|
|
$
|
645,528
|
|
Depreciation and amortization
|
28,911
|
|
|
5,020
|
|
|
—
|
|
|
1,289
|
|
|
35,220
|
|
|||||
Operating income (loss)
|
39,253
|
|
|
3,253
|
|
|
—
|
|
|
(17,831
|
)
|
|
24,675
|
|
|||||
Capital expenditures
|
25,499
|
|
|
4,396
|
|
|
—
|
|
|
87
|
|
|
29,982
|
|
|||||
Total assets
|
$
|
314,397
|
|
|
$
|
231,261
|
|
|
$
|
—
|
|
|
$
|
19,858
|
|
|
$
|
565,516
|
|
Year Ended October 31, 2014
|
|
|
|
|
|
|
|
|
|
||||||||||
Net sales
|
$
|
544,045
|
|
|
$
|
55,891
|
|
|
$
|
—
|
|
|
$
|
(4,552
|
)
|
|
$
|
595,384
|
|
Depreciation and amortization
|
28,888
|
|
|
1,898
|
|
|
—
|
|
|
3,083
|
|
|
33,869
|
|
|||||
Operating income (loss)
|
27,604
|
|
|
3,756
|
|
|
—
|
|
|
(17,084
|
)
|
|
14,276
|
|
|||||
Capital expenditures
|
$
|
20,990
|
|
|
$
|
2,445
|
|
|
$
|
—
|
|
|
$
|
294
|
|
|
$
|
23,729
|
|
Year Ended October 31, 2015
|
As Previously Reported
|
|
Reclassification
|
|
Current Presentation
|
||||||
|
(in thousands)
|
||||||||||
Engineered Products
|
|
|
|
|
|
||||||
Net sales
|
$
|
603,296
|
|
|
$
|
(603,296
|
)
|
|
$
|
—
|
|
Depreciation and amortization
|
30,587
|
|
|
(30,587
|
)
|
|
—
|
|
|||
Operating income (loss)
|
52,850
|
|
|
(52,850
|
)
|
|
—
|
|
|||
Capital expenditures
|
28,013
|
|
|
(28,013
|
)
|
|
—
|
|
|||
Total assets
|
$
|
361,281
|
|
|
$
|
(361,281
|
)
|
|
$
|
—
|
|
International Extrusion
|
|
|
|
|
|
||||||
Net sales
|
$
|
42,232
|
|
|
$
|
(42,232
|
)
|
|
$
|
—
|
|
Depreciation and amortization
|
3,344
|
|
|
(3,344
|
)
|
|
—
|
|
|||
Operating income (loss)
|
1,404
|
|
|
(1,404
|
)
|
|
—
|
|
|||
Capital expenditures
|
1,882
|
|
|
(1,882
|
)
|
|
—
|
|
|||
Total assets
|
$
|
184,377
|
|
|
$
|
(184,377
|
)
|
|
$
|
—
|
|
Corporate & Other
|
|
|
|
|
|
||||||
Net sales
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Depreciation and amortization
|
1,289
|
|
|
(1,289
|
)
|
|
—
|
|
|||
Operating income (loss)
|
(29,579
|
)
|
|
29,579
|
|
|
—
|
|
|||
Capital expenditures
|
87
|
|
|
(87
|
)
|
|
—
|
|
|||
Total assets
|
$
|
19,858
|
|
|
$
|
(19,858
|
)
|
|
$
|
—
|
|
NA Engineered Components
|
|
|
|
|
|
||||||
Net sales
|
$
|
—
|
|
|
$
|
556,550
|
|
|
$
|
556,550
|
|
Depreciation and amortization
|
—
|
|
|
28,911
|
|
|
28,911
|
|
|||
Operating income (loss)
|
—
|
|
|
39,253
|
|
|
39,253
|
|
|||
Capital expenditures
|
—
|
|
|
25,499
|
|
|
25,499
|
|
|||
Total assets
|
$
|
—
|
|
|
$
|
314,397
|
|
|
$
|
314,397
|
|
EU Engineered Components
|
|
|
|
|
|
||||||
Net sales
|
$
|
—
|
|
|
$
|
93,644
|
|
|
$
|
93,644
|
|
Depreciation and amortization
|
—
|
|
|
5,020
|
|
|
5,020
|
|
|||
Operating income (loss)
|
—
|
|
|
3,253
|
|
|
3,253
|
|
|||
Capital expenditures
|
—
|
|
|
4,396
|
|
|
4,396
|
|
|||
Total assets
|
$
|
—
|
|
|
$
|
231,261
|
|
|
$
|
231,261
|
|
Unallocated Corporate & Other
|
|
|
|
|
|
||||||
Net sales
|
$
|
—
|
|
|
$
|
(4,666
|
)
|
|
$
|
(4,666
|
)
|
Depreciation and amortization
|
—
|
|
|
1,289
|
|
|
1,289
|
|
|||
Operating income (loss)
|
—
|
|
|
(17,831
|
)
|
|
(17,831
|
)
|
|||
Capital expenditures
|
—
|
|
|
87
|
|
|
87
|
|
|||
Total assets
|
$
|
—
|
|
|
$
|
19,858
|
|
|
$
|
19,858
|
|
Year Ended October 31, 2014
|
As Previously Reported
|
|
Reclassification
|
|
Current Presentation
|
||||||
|
(in thousands)
|
||||||||||
Engineered Products
|
|
|
|
|
|
||||||
Net sales
|
$
|
595,384
|
|
|
$
|
(595,384
|
)
|
|
$
|
—
|
|
Depreciation and amortization
|
30,785
|
|
|
(30,785
|
)
|
|
—
|
|
|||
Operating income (loss)
|
42,271
|
|
|
(42,271
|
)
|
|
—
|
|
|||
Capital expenditures
|
$
|
23,435
|
|
|
$
|
(23,435
|
)
|
|
$
|
—
|
|
Corporate & Other
|
|
|
|
|
|
||||||
Net sales
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Depreciation and amortization
|
3,084
|
|
|
(3,084
|
)
|
|
—
|
|
|||
Operating income (loss)
|
(27,995
|
)
|
|
27,995
|
|
|
—
|
|
|||
Capital expenditures
|
$
|
294
|
|
|
$
|
(294
|
)
|
|
$
|
—
|
|
NA Engineered Components
|
|
|
|
|
|
||||||
Net sales
|
$
|
—
|
|
|
$
|
544,045
|
|
|
$
|
544,045
|
|
Depreciation and amortization
|
—
|
|
|
28,888
|
|
|
28,888
|
|
|||
Operating income (loss)
|
—
|
|
|
27,604
|
|
|
27,604
|
|
|||
Capital expenditures
|
$
|
—
|
|
|
$
|
20,990
|
|
|
$
|
20,990
|
|
EU Engineered Components
|
|
|
|
|
|
||||||
Net sales
|
$
|
—
|
|
|
$
|
55,891
|
|
|
$
|
55,891
|
|
Depreciation and amortization
|
—
|
|
|
1,898
|
|
|
1,898
|
|
|||
Operating income (loss)
|
—
|
|
|
3,756
|
|
|
3,756
|
|
|||
Capital expenditures
|
$
|
—
|
|
|
$
|
2,445
|
|
|
$
|
2,445
|
|
Unallocated Corporate & Other
|
|
|
|
|
|
||||||
Net sales
|
$
|
—
|
|
|
$
|
(4,552
|
)
|
|
$
|
(4,552
|
)
|
Depreciation and amortization
|
—
|
|
|
3,083
|
|
|
3,083
|
|
|||
Operating income (loss)
|
—
|
|
|
(17,084
|
)
|
|
(17,084
|
)
|
|||
Capital expenditures
|
$
|
—
|
|
|
$
|
294
|
|
|
$
|
294
|
|
|
NA Eng. Comp.
|
|
EU Eng. Comp.
|
|
NA Cabinet Comp.
|
|
Unalloc. Corp. & Other
|
|
Total
|
||||||||||
Balance as of October 31, 2014
|
$
|
51,314
|
|
|
$
|
19,232
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
70,546
|
|
HLP acquisition
|
—
|
|
|
61,524
|
|
|
—
|
|
|
—
|
|
|
61,524
|
|
|||||
Asset impairment charge
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Foreign currency translation adjustment
|
—
|
|
|
(2,300
|
)
|
|
—
|
|
|
—
|
|
|
(2,300
|
)
|
|||||
Balance as of October 31, 2015
|
$
|
51,314
|
|
|
$
|
78,456
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
129,770
|
|
Woodcraft acquisition
|
—
|
|
|
—
|
|
|
113,747
|
|
|
—
|
|
|
113,747
|
|
|||||
Asset impairment charge
|
(12,602
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(12,602
|
)
|
|||||
Other
|
—
|
|
|
(575
|
)
|
|
—
|
|
|
—
|
|
|
(575
|
)
|
|||||
Foreign currency translation adjustment
|
—
|
|
|
(13,305
|
)
|
|
—
|
|
|
—
|
|
|
(13,305
|
)
|
|||||
Balance as of October 31, 2016
|
$
|
38,712
|
|
|
$
|
64,576
|
|
|
$
|
113,747
|
|
|
$
|
—
|
|
|
$
|
217,035
|
|
|
Year Ended October 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
|
(in thousands)
|
||||||||||
Operating income
|
$
|
36,353
|
|
|
$
|
24,675
|
|
|
$
|
14,276
|
|
Interest expense
|
(36,498
|
)
|
|
(991
|
)
|
|
(562
|
)
|
|||
Other, net
|
(5,479
|
)
|
|
(531
|
)
|
|
92
|
|
|||
Income tax benefit (expense)
|
3,765
|
|
|
(7,539
|
)
|
|
(5,468
|
)
|
|||
(Loss) income from continuing operations
|
$
|
(1,859
|
)
|
|
$
|
15,614
|
|
|
$
|
8,338
|
|
|
Year Ended October 31,
|
||||||||||
Net Sales:
|
2016
|
|
2015
|
|
2014
|
||||||
United States
|
$
|
724,045
|
|
|
$
|
500,171
|
|
|
$
|
484,601
|
|
Europe
|
150,710
|
|
|
94,564
|
|
|
57,098
|
|
|||
Canada
|
24,141
|
|
|
22,973
|
|
|
26,605
|
|
|||
Asia
|
20,404
|
|
|
19,268
|
|
|
18,867
|
|
|||
Other foreign countries
|
8,884
|
|
|
8,552
|
|
|
8,213
|
|
|||
Total net sales
|
$
|
928,184
|
|
|
$
|
645,528
|
|
|
$
|
595,384
|
|
|
Year Ended October 31,
|
||||||
Long-lived assets, net
|
2016
|
|
2015
|
||||
United States
|
$
|
428,203
|
|
|
$
|
214,479
|
|
Germany
|
19,479
|
|
|
20,117
|
|
||
United Kingdom
|
121,416
|
|
|
156,656
|
|
||
Mexico
|
614
|
|
|
—
|
|
||
Total long-lived assets, net
|
$
|
569,712
|
|
|
$
|
391,252
|
|
|
Year Ended October 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
|
(in thousands)
|
||||||||||
NA Engineered Components:
|
|
|
|
|
|
||||||
United States - fenestration
|
$
|
466,351
|
|
|
$
|
462,650
|
|
|
$
|
453,571
|
|
International - fenestration
|
38,439
|
|
|
33,991
|
|
|
43,345
|
|
|||
United States - non-fenestration
|
36,986
|
|
|
42,143
|
|
|
33,583
|
|
|||
International - non-fenestration
|
18,253
|
|
|
17,766
|
|
|
13,546
|
|
|||
|
$
|
560,029
|
|
|
$
|
556,550
|
|
|
$
|
544,045
|
|
EU Engineered Components:
|
|
|
|
|
|
||||||
United States - fenestration
|
$
|
412
|
|
|
$
|
44
|
|
|
$
|
—
|
|
International - fenestration
|
134,631
|
|
|
87,943
|
|
|
55,891
|
|
|||
International - non-fenestration
|
15,160
|
|
|
5,657
|
|
|
—
|
|
|||
|
$
|
150,203
|
|
|
$
|
93,644
|
|
|
$
|
55,891
|
|
NA Cabinet Components:
|
|
|
|
|
|
||||||
United States
|
$
|
220,715
|
|
|
$
|
—
|
|
|
$
|
—
|
|
International
|
2,676
|
|
|
—
|
|
|
—
|
|
|||
|
$
|
223,391
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Unallocated Corporate & Other
|
|
|
|
|
|
||||||
Eliminations
|
$
|
(5,439
|
)
|
|
$
|
(4,666
|
)
|
|
$
|
(4,552
|
)
|
|
$
|
(5,439
|
)
|
|
$
|
(4,666
|
)
|
|
$
|
(4,552
|
)
|
Net sales
|
$
|
928,184
|
|
|
$
|
645,528
|
|
|
$
|
595,384
|
|
|
Year Ended October 31, 2015
|
|||||||||
|
Net Income from Continuing Operations
|
|
Weighted Average Shares
|
|
Per Share
|
|||||
Basic earnings per common share
|
$
|
15,614
|
|
|
33,993
|
|
|
$
|
0.46
|
|
Effect of dilutive securities:
|
|
|
|
|
|
|||||
Stock options
|
—
|
|
|
378
|
|
|
|
|||
Restricted stock
|
—
|
|
|
131
|
|
|
|
|||
Diluted earnings per common share
|
$
|
15,614
|
|
|
34,502
|
|
|
$
|
0.46
|
|
|
Year Ended October 31, 2014
|
|||||||||
|
Net Income from Continuing Operations
|
|
Weighted Average Shares
|
|
Per Share
|
|||||
Basic earnings per common share
|
$
|
8,338
|
|
|
37,128
|
|
|
$
|
0.22
|
|
Effect of dilutive securities:
|
|
|
|
|
|
|||||
Stock options
|
—
|
|
|
467
|
|
|
|
|||
Restricted stock
|
—
|
|
|
84
|
|
|
|
|||
Diluted earnings per common share
|
$
|
8,338
|
|
|
37,679
|
|
|
$
|
0.22
|
|
For the Quarter Ended
|
January 31, 2016
|
|
April 30, 2016
|
|
July 31, 2016
|
|
October 31, 2016
|
||||||||
Net sales
|
$
|
201,468
|
|
|
$
|
229,460
|
|
|
$
|
248,085
|
|
|
$
|
249,171
|
|
Cost of sales (excluding depreciation and amortization)
|
159,348
|
|
|
176,497
|
|
|
186,631
|
|
|
188,168
|
|
||||
Depreciation and amortization
|
12,970
|
|
|
13,816
|
|
|
12,973
|
|
|
13,387
|
|
||||
Operating (loss) income
|
(2,138
|
)
|
|
10,556
|
|
|
19,930
|
|
|
8,005
|
|
||||
(Loss) income from continuing operations
|
(7,249
|
)
|
|
3,935
|
|
|
(3,976
|
)
|
|
5,431
|
|
||||
Net (loss) income
|
$
|
(7,249
|
)
|
|
$
|
3,935
|
|
|
$
|
(3,976
|
)
|
|
$
|
5,431
|
|
Basic (loss) earnings per share, continuing operations
|
$
|
(0.21
|
)
|
|
$
|
0.12
|
|
|
$
|
(0.12
|
)
|
|
$
|
0.16
|
|
Diluted (loss) earnings per share, continuing operations
|
(0.21
|
)
|
|
0.12
|
|
|
(0.12
|
)
|
|
0.16
|
|
||||
Basic (loss) earnings per share
|
(0.21
|
)
|
|
0.11
|
|
|
(0.12
|
)
|
|
0.16
|
|
||||
Diluted (loss) earnings per share
|
(0.21
|
)
|
|
0.11
|
|
|
(0.12
|
)
|
|
0.16
|
|
||||
Cash dividends paid per common share
|
$
|
0.04
|
|
|
$
|
0.04
|
|
|
$
|
0.04
|
|
|
$
|
0.04
|
|
For the Quarter Ended
|
January 31, 2015
|
|
April 30, 2015
|
|
July 31, 2015
|
|
October 31, 2015
|
||||||||
Net sales
|
$
|
127,893
|
|
|
$
|
141,970
|
|
|
$
|
180,206
|
|
|
$
|
195,459
|
|
Cost of sales (excluding depreciation and amortization)
|
105,804
|
|
|
110,812
|
|
|
136,853
|
|
|
145,628
|
|
||||
Depreciation and amortization
|
8,208
|
|
|
7,831
|
|
|
8,502
|
|
|
10,679
|
|
||||
Operating (loss) income
|
(5,615
|
)
|
|
3,689
|
|
|
9,828
|
|
|
16,773
|
|
||||
(Loss) income from continuing operations
|
(3,094
|
)
|
|
2,294
|
|
|
6,471
|
|
|
9,943
|
|
||||
Net (loss) income
|
$
|
(3,071
|
)
|
|
$
|
2,294
|
|
|
$
|
6,927
|
|
|
$
|
9,943
|
|
Basic (loss) earnings per share, continuing operations
|
$
|
(0.09
|
)
|
|
$
|
0.07
|
|
|
$
|
0.20
|
|
|
$
|
0.30
|
|
Diluted (loss) earnings per share, continuing operations
|
(0.09
|
)
|
|
0.07
|
|
|
0.19
|
|
|
0.29
|
|
||||
Basic (loss) earnings per share
|
(0.09
|
)
|
|
0.07
|
|
|
0.21
|
|
|
0.30
|
|
||||
Diluted (loss) earnings per share
|
(0.09
|
)
|
|
0.07
|
|
|
0.20
|
|
|
0.29
|
|
||||
Cash dividends paid per common share
|
$
|
0.04
|
|
|
$
|
0.04
|
|
|
$
|
0.04
|
|
|
$
|
0.04
|
|
|
|
|
QUANEX BUILDING PRODUCTS CORPORATION
|
|
|
|
|
Date:
|
December 16, 2016
|
|
/s/ Brent L. Korb
|
|
|
|
Brent L. Korb
|
|
|
|
Senior Vice President – Finance and Chief Financial Officer
(Principal Financial Officer)
|
Name
|
|
Title
|
|
Date
|
|
|
|
|
|
/s/ William C. Griffiths
|
|
Chairman of the Board,
|
|
December 16, 2016
|
William C. Griffiths
|
|
President and Chief Executive Officer
|
|
|
|
|
|
|
|
/s/ Susan F. Davis
|
|
Director
|
|
December 16, 2016
|
Susan F. Davis
|
|
|
|
|
|
|
|
|
|
/s/ LeRoy D. Nosbaum
|
|
Director
|
|
December 16, 2016
|
LeRoy D. Nosbaum
|
|
|
|
|
|
|
|
|
|
/s/ Joseph D. Rupp
|
|
Director
|
|
December 16, 2016
|
Joseph D. Rupp
|
|
|
|
|
|
|
|
|
|
/s/ Curtis M. Stevens
|
|
Director
|
|
December 16, 2016
|
Curtis M. Stevens
|
|
|
|
|
|
|
|
|
|
/s/ Robert R. Buck
|
|
Director
|
|
December 16, 2016
|
Robert R. Buck
|
|
|
|
|
|
|
|
|
|
/s/ Brent L. Korb
|
|
Senior Vice President—Finance and Chief Financial Officer
|
|
December 16, 2016
|
Brent L. Korb
|
|
(Principal Financial Officer)
|
|
|
|
|
|
|
|
/s/ Dewayne Williams
|
|
Vice President and Controller
|
|
December 16, 2016
|
Dewayne Williams
|
|
(Principal Accounting Officer)
|
|
|
2.1
|
|
Distribution Agreement among Quanex Corporation, Quanex Building Products LLC and Quanex Building Products Corporation (incorporated by reference to Exhibit 10.1 to Quanex Corporation’s Current Report on Form 8-K (Reg. No. 001-05725) filed with the Commission on December 24, 2007).
|
|
|
|
2.2
|
|
Agreement and Plan of Merger, dated as of January 31, 2011, by and among Quanex Building Products Corporation, QSB Inc., Lauren Holdco Inc., Lauren International, Inc. and Kevin E. Gray, as agent for the shareholders of Lauren Holdco Inc., filed as Exhibit 2.1 of the Registrant’s Current Report on Form 8-K (Reg. No. 001-33913) as filed with the Securities and Exchange Commission on February 2, 2011, and incorporated herein by reference.
|
|
|
|
2.3
|
|
Limited Liability Company Interest Purchase Agreement dated February 7, 2014, by and among Quanex Building Products Corporation, Nichols Aluminum, LLC and Aleris International Inc., filed as Exhibit 2.1 of the Registrant’s Current Report on Form 8-K (Reg. No. 001-33913) as filed with the Securities and Exchange Commission on February 10, 2014, and incorporated herein by reference.
|
|
|
|
2.4
|
|
First Amendment to Limited Liability Company Interest Purchase Agreement dated April 1, 2014, by and among Quanex Building Products Corporation, Nichols Aluminum, LLC and Aleris International 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 April 7, 2014, and incorporated herein by reference.
|
|
|
|
2.5
|
|
Share Purchase Agreement dated June 15, 2015 by and among R.L. Hartshorn and others, and Quanex Building Products Corporation, filed as Exhibit 2.1 to the Registrant’s Current Report on Form 8-K (Reg. No. 001-33913), as filed with the Securities and Exchange Commission on June 16, 2015, and incorporated herein by reference.
|
|
|
|
2.6
|
|
Agreement and Plan of Merger, dated as of August 30, 2015, by and among Quanex Building Products Corporation, QWMS, Inc., WII Holding, Inc., and Olympus Growth Fund IV, L.P, solely in its capacity as the representative of the stockholders of WII Holding, Inc, filed as Exhibit 2.1 to the Registrant's Current Report on Form 8-K (Reg. No. 001-33913), as filed with the Securities and Exchange Commission on August 30, 2015, and incorporated herein by reference.
|
|
|
|
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, filed as Exhibit 3.2 of the Registrant’s Quarterly Report on Form 10-Q (Reg. No. 001-33913) for the quarter ended July 31, 2016, and incorporated herein by reference.
|
|
|
|
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, by and among the Company; the lenders party thereto; and Wells Fargo Bank, National Association, as Agent; 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
|
|
Quanex Building Products Corporation Amended and Restated 2008 Omnibus Incentive Plan, filed as Exhibit 10.1 to the Registrant's Current Report on Form 8-K (Reg. No. 001-33913) as filed with the Securities and Exchange Commission on February 28, 2014, and incorporated herein by reference.
|
|
|
|
†10.2
|
|
Quanex Building Products Corporation Deferred Compensation Plan as amended, filed as Exhibit 10.2 to the Registrant's Quarterly Report on Form 10-Q (Reg. No. 001-33913) for the quarter ended January 31, 2014, as filed with the Securities and Exchange Commission on March 6, 2014, and incorporated herein by reference.
|
|
|
|
†10.3
|
|
Quanex Building Products Corporation Restoration Plan, filed as Exhibit 10.8 of Amendment No. 4 to the Registrant’s Registration Statement on Form 10 (Reg. No. 001-33913), as filed with the Securities and Exchange Commission on March 17, 2008, and incorporated herein by reference.
|
|
|
|
†10.4
|
|
Quanex Building Products Corporation Supplemental Employees Retirement Plan, filed as Exhibit 10.9 of Amendment No. 4 to the Registrant’s Registration Statement on Form 10 (Reg. No. 001-33913), as filed with the Securities and Exchange Commission on March 17, 2008, and incorporated herein by reference.
|
|
|
|
†10.5
|
|
Form of Severance Agreement between the Registrant and certain of its executive officers, filed as Exhibit 10.5 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.
|
|
|
|
†10.6
|
|
Form of Change in Control Agreement between the Registrant and certain of its executive officers, filed as Exhibit 10.6 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.
|
|
|
|
†10.7
|
|
Form of Indemnity Agreement between the Registrant and each of its independent directors, effective September 2, 2008, 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 29, 2008, and incorporated herein by reference.
|
|
|
|
†10.8
|
|
Form of Indemnity Agreement between the Registrant and each of its officers, effective September 2, 2008, filed as Exhibit 10.2 of the Registrant’s Current Report on Form 8-K (Reg. No. 001-33913), as filed with the Securities and Exchange Commission on August 29, 2008, and incorporated herein by reference.
|
|
|
|
†10.9
|
|
Agreement between Quanex Building Products Corporation and Dewayne Williams, effective July 1, 2013, 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 June 20, 2013, and incorporated herein by reference.
|
|
|
|
†10.10
|
|
Change in Control Agreement between Quanex Building Products Corporation and Dewayne Williams, effective July 1, 2013, filed as Exhibit 10.2 of the Registrant's Current Report on Form 8-K (Reg. No. 001-33913), as filed with the Securities and Exchange Commission on June 20, 2013, and incorporated herein by reference.
|
|
|
|
†10.11
|
|
Indemnity Agreement between Quanex Building Products Corporation and Dewayne Williams, effective July 1, 2013, the form of which is filed as Exhibit 10.2 of the Registrant's Current Report on Form 8-K (Reg. No. 001-33913), as filed with the Securities and Exchange Commission on August 29, 2008, and incorporated herein by reference.
|
|
|
|
†10.12
|
|
Agreement between Quanex Building Products Corporation and William C. Griffiths, effective July 9, 2013, 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 July 9, 2013, and incorporated herein by reference.
|
|
|
|
†10.13
|
|
Change in Control Agreement between Quanex Building Products Corporation and William C. Griffiths, effective July 9, 2013, filed as Exhibit 10.2 of the Registrant's Current Report on Form 8-K (Reg. No. 001-33913), as filed with the Securities and Exchange Commission on July 9, 2013, and incorporated herein by reference.
|
|
|
|
†10.14
|
|
Indemnity Agreement between Quanex Building Products Corporation and William C. Griffiths, effective July 9, 2013, the form of which is filed as Exhibit 10.2 of the Registrant's Current Report on Form 8-K (Reg. No. 001-33913), as filed with the Securities and Exchange Commission on August 29, 2008, and incorporated herein by reference.
|
|
|
|
†10.15
|
|
Form of Stock Option Agreement for Employees under the Quanex Building Products Corporation 2008 Omnibus Incentive Plan, as amended, filed as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K (Reg. No. 001-33913), as filed with the Securities and Exchange Commission on April 29, 2014, and incorporated herein by reference.
|
|
|
|
†10.16
|
|
Form of Stock Option Agreement for Section 16 Officers under the Quanex Building Products Corporation 2008 Omnibus Incentive Plan, as amended, filed as Exhibit 10.2 to the Registrant’s Current Report on Form 8-K (Reg. No. 001-33913), as filed with the Securities and Exchange Commission on April 29, 2014, and incorporated herein by reference.
|
|
|
|
†10.17
|
|
Form of Stock Option Agreement for Key Leaders under the Quanex Building Products Corporation 2008 Omnibus Incentive Plan, as amended, filed as Exhibit 10.3 to the Registrant’s Current Report on Form 8-K ( (Reg. No. 001-33913), as filed with the Securities and Exchange Commission on April 29, 2014, and incorporated herein by reference.
|
|
|
|
†10.18
|
|
Form of Stock Option Agreement for Non-Employee Directors under the Quanex Building Products Corporation 2008 Omnibus Incentive Plan, as amended, filed as Exhibit 10.4 to the Registrant’s Current Report on Form 8-K (Reg. No. 001-33913), as filed with the Securities and Exchange Commission on April 29, 2014, and incorporated herein by reference.
|
|
|
|
†10.19
|
|
Form of Restricted Stock Award Agreement for Employees under the Quanex Building Products Corporation 2008 Omnibus Incentive Plan, as amended, filed as Exhibit 10.5 to the Registrant’s Current Report on Form 8-K (Reg. No. 001-33913), as filed with the Securities and Exchange Commission on April 29, 2014, and incorporated herein by reference.
|
|
|
|
†10.20
|
|
Form of Restricted Stock Award Agreement for Section 16 Officers under the Quanex Building Products Corporation 2008 Omnibus Incentive Plan, as amended, filed as Exhibit 10.6 to the Registrant’s Current Report on Form 8-K (Reg. No. 001-33913), as filed with the Securities and Exchange Commission on April 29, 2014, and incorporated herein by reference.
|
|
|
|
†10.21
|
|
Form of Restricted Stock Award Agreement for Key Leaders under the Quanex Building Products Corporation 2008 Omnibus Incentive Plan, as amended, filed as Exhibit 10.7 to the Registrant’s Current Report on Form 8-K (Reg. No. 001-33913), as filed with the Securities and Exchange Commission on April 29, 2014, and incorporated herein by reference.
|
|
|
|
†10.22
|
|
Form of Restricted Stock Award Agreement for Non-Employee Directors under the Quanex Building Products Corporation 2008 Omnibus Incentive Plan, as amended, filed as Exhibit 10.8 to the Registrant’s Current Report on Form 8-K (Reg. No. 001-33913), as filed with the Securities and Exchange Commission on April 29, 2014, and incorporated herein by reference.
|
|
|
|
†10.23
|
|
Form of Restricted Stock Unit Award Agreement for Employees under the Quanex Building Products Corporation 2008 Omnibus Incentive Plan, as amended, filed as Exhibit 10.9 to the Registrant’s Current Report on Form 8-K (Reg. No. 001-33913), as filed with the Securities and Exchange Commission on April 29, 2014, and incorporated herein by reference.
|
|
|
|
†10.24
|
|
Form of Restricted Stock Unit Award Agreement for Section 16 Officers under the Quanex Building Products Corporation 2008 Omnibus Incentive Plan, as amended, filed as Exhibit 10.10 to the Registrant’s Current Report on Form 8-K (Reg. No. 001-33913), as filed with the Securities and Exchange Commission on April 29, 2014, and incorporated herein by reference.
|
|
|
|
†10.25
|
|
Form of Restricted Stock Unit Award Agreement for Key Leaders under the Quanex Building Products Corporation 2008 Omnibus Incentive Plan, as amended, filed as Exhibit 10.11 to the Registrant’s Current Report on Form 8-K (Reg. No. 001-33913), as filed with the Securities and Exchange Commission on April 29, 2014, and incorporated herein by reference.
|
|
|
|
†10.26
|
|
Form of Restricted Stock Unit Award Agreement for Non-Employee Directors under the Quanex Building Products Corporation 2008 Omnibus Incentive Plan, as amended, filed as Exhibit 10.12 to the Registrant’s Current Report on Form 8-K (Reg. No. 001-33913), as filed with the Securities and Exchange Commission on April 29, 2014, and incorporated herein by reference.
|
|
|
|
†10.27
|
|
Amended Form of Performance Share Award Agreement for Employees under the Quanex Building Products Corporation 2008 Omnibus Incentive Plan, as amended, filed as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K (Reg. No. 001-33913), as filed with the Securities and Exchange Commission on December 7, 2015, and incorporated herein by reference.
|
|
|
|
†10.28
|
|
Amended Form of Performance Share Award Agreement for Section 16 Officers under the Quanex Building Products Corporation 2008 Omnibus Incentive Plan, as amended, filed as Exhibit 10.2 to the Registrant’s Current Report on Form 8-K (Reg. No. 001-33913), as filed with the Securities and Exchange Commission on December 7, 2015, and incorporated herein by reference.
|
|
|
|
†10.29
|
|
Amended Form of Performance Share Award Agreement for Key Leaders under the Quanex Building Products Corporation 2008 Omnibus Incentive Plan, as amended, filed as Exhibit 10.3 to the Registrant’s Current Report on Form 8-K (Reg. No. 001-33913), as filed with the Securities and Exchange Commission on December 7, 2015, and incorporated herein by reference.
|
|
|
|
†10.30
|
|
Form of Performance Share Award Agreement for Non-Employee Directors the Quanex Building Products Corporation 2008 Omnibus Incentive Plan, as amended, filed as Exhibit 10.16 to the Registrant’s Current Report on Form 8-K (Reg. No. 001-33913), as filed with the Securities and Exchange Commission on April 29, 2014, and incorporated herein by reference.
|
|
|
|
†10.31
|
|
Amended Form of Performance Unit Award Agreement for Employees under the Quanex Building Products Corporation 2008 Omnibus Incentive Plan, as amended, filed as Exhibit 10.4 to the Registrant’s Current Report on Form 8-K (Reg. No. 001-33913), as filed with the Securities and Exchange Commission on December 7, 2015, and incorporated herein by reference.
|
|
|
|
†10.32
|
|
Amended Form of Performance Unit Award Agreement for Section 16 Officers under the Quanex Building Products Corporation 2008 Omnibus Incentive Plan, as amended, filed as Exhibit 10.5 to the Registrant’s Current Report on Form 8-K (Reg. No. 001-33913), as filed with the Securities and Exchange Commission on December 7, 2015, and incorporated herein by reference.
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†10.33
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Amended Form of Performance Unit Award Agreement for Key Leaders under the Quanex Building Products Corporation 2008 Omnibus Incentive Plan, as amended, filed as Exhibit 10.6 to the Registrant’s Current Report on Form 8-K (Reg. No. 001-33913), as filed with the Securities and Exchange Commission on December 7, 2015, and incorporated herein by reference.
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†10.34
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Form of Performance Unit Award Agreement for Non-Employee Directors under the Quanex Building Products Corporation 2008 Omnibus Incentive Plan, as amended, filed as Exhibit 10.20 to the Registrant’s Current Report on Form 8-K (Reg. No. 001-33913), as filed with the Securities and Exchange Commission on April 29, 2014, and incorporated herein by reference.
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†10.35
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Form of Stock Appreciation Right Agreement for Employees under the Quanex Building Products Corporation 2008 Omnibus Incentive Plan, as amended, filed as Exhibit 10.21 to the Registrant’s Current Report on Form 8-K (Reg. No. 001-33913), as filed with the Securities and Exchange Commission on April 29, 2014, and incorporated herein by reference.
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†10.36
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Form of Stock Appreciation Right Agreement for Section 16 Officers under the Quanex Building Products Corporation 2008 Omnibus Incentive Plan, as amended, filed as Exhibit 10.22 to the Registrant’s Current Report on Form 8-K (Reg. No. 001-33913), as filed with the Securities and Exchange Commission on April 29, 2014, and incorporated herein by reference.
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†10.37
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Form of Stock Appreciation Right Agreement for Key Leaders under the Quanex Building Products Corporation 2008 Omnibus Incentive Plan, as amended, filed as Exhibit 10.23 to the Registrant’s Current Report on Form 8-K (Reg. No. 001-33913), as filed with the Securities and Exchange Commission on April 29, 2014, and incorporated herein by reference.
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†10.38
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Form of Stock Appreciation Right Agreement for Non-Employee Directors under the Quanex Building Products Corporation 2008 Omnibus Incentive Plan, as amended, filed as Exhibit 10.24 to the Registrant’s Current Report on Form 8-K (Reg. No. 001-33913), as filed with the Securities and Exchange Commission on April 29, 2014, and incorporated herein by reference.
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†10.39
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Form of Other Stock Based Award Agreement under the Quanex Building Products Corporation 2008 Omnibus Incentive Plan, as amended, filed as Exhibit 10.25 to the Registrant’s Current Report on Form 8-K (Reg. No. 001-33913), as filed with the Securities and Exchange Commission on April 29, 2014, and incorporated herein by reference.
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†10.40
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|
Amended Form of Annual Incentive Award Agreement under the Quanex Building Products Corporation 2008 Omnibus Incentive Plan, as amended, filed as Exhibit 10.7 to the Registrant’s Current Report on Form 8-K (Reg. No. 001-33913), as filed with the Securities and Exchange Commission on December 7, 2015, and incorporated herein by reference.
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†10.41
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|
Agreement between Quanex Building Products Corporation and Scott Zuehlke, effective January 25, 2016, filed as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K (Reg. No. 001-33913), as filed with the Securities and Exchange Commission on January 27, 2016, and incorporated herein by reference.
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†10.42
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|
Change in Control Agreement between Quanex Building Products Corporation and Scott Zuehlke, effective January 25, 2016, filed as Exhibit 10.2 to the Registrant’s Current Report on Form 8-K (Reg. No. 001-33913), as filed with the Securities and Exchange Commission on January 27, 2016, and incorporated herein by reference.
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†10.43
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|
Indemnity Agreement between Quanex Building Products Corporation and Scott Zuehlke, effective January 25, 2016, the form of which is filed as Exhibit 10.2 of the Registrant's Current Report on Form 8-K (Reg. No. 001-33913), as filed with the Securities and Exchange Commission on August 29, 2008, and incorporated herein by reference.
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*10.44
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Lease dated February 9, 2016, between Garner Properties Ltd. and HL Plastics Limited.
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10.45
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|
Amended and Completely Restated Lease Agreement dated August 25, 2016, between Lauren Real Estate Holding LLC and Quanex IG Systems, Inc., filed as Exhibit 10.1 to 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.
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*21.1
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Subsidiaries of the Registrant.
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*23.1
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Consent of Grant Thornton LLP
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*31.1
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Certification by chief executive officer pursuant to Rule 13a-14(a)/15d-14(a).
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*31.2
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Certification by chief financial officer pursuant to Rule 13a-14(a)/15d-14(a).
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*32
|
|
Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
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*101.INS
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XBRL Instance Document
|
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*101.SCH
|
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XBRL Taxonomy Extension Schema Document
|
|
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*101.CAL
|
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
|
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*101.DEF
|
|
XBRL Taxonomy Extension Definition Linkbase Document
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|
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*101.LAB
|
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XBRL Taxonomy Extension Label Linkbase Document
|
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*101.PRE
|
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XBRL Taxonomy Extension Presentation Linkbase Document
|
*
|
Filed herewith
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SUBSIDIARIES OF QUANEX BUILDING PRODUCTS CORPORATION
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LOCATION OF INCORPORATION
|
||
Quanex Homeshield, LLC
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Delaware
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||
Mikron Industries, Inc.
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Washington
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||
Mikron Washington, LLC
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Washington
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||
Quanex IG Systems, Inc.
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Ohio
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||
Edgetech Europe GmbH
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Germany
|
||
Quanex Screens LLC
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Delaware
|
||
Edgetech (UK) LTD.
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United Kingdom and Wales
|
||
Flamstead Holdings Limited
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United Kingdom and Wales
|
||
HL Plastics Ltd.
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|
United Kingdom and Wales
|
||
Woodcraft Industries, Inc.
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Minnesota
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Brentwood Acquisition Corp.
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Minnesota
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Primewood, Inc.
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North Dakota
|
1.
|
I have reviewed this annual report on Form 10-K 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 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 annual report on Form 10-K 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 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
/ B
RENT
L. K
ORB
|
|
B
RENT
L. K
ORB
Senior Vice President – Finance and
Chief Financial Officer
(Principal Financial Officer)
|
|
(a)
|
the Company’s Annual Report on Form 10-K for the fiscal year ended October 31, 2016 as filed with the Securities and Exchange Commission on the date hereof (the Report), fully complies with the requirements of Section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934, as amended; and
|
(b)
|
the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
/S/ WILLIAM C. GRIFFITHS
|
|
/S/ BRENT L. KORB
|
WILLIAM C. GRIFFITHS
|
|
BRENT L. KORB
|
Chairman of the Board, President and
Chief Executive Officer
|
|
Senior Vice President—Finance and
Chief Financial Officer
|