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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Quanex Corp | NYSE:NX | NYSE | Common Stock |
Price Change | % Change | Share Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|
-0.60 | -1.77% | 33.22 | 33.65 | 32.785 | 33.64 | 242,362 | 22:30:00 |
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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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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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PART I
V
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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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changes in the availability or applicability of our insurance coverage;
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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 to a privately held company that 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 included the closure of two vinyl extrusion plants in the United States and our kitchen and bathroom cabinet door plant in Guadalajara, Mexico; and
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•
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in September 2017, we closed a kitchen and bathroom cabinet door plant in Lansing, Kansas, and, in October 2017, sold a wood-flooring business in Shawano, Wisconsin.
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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
|
|
Units
|
|
% Change
|
|
Units
|
|
% Change
|
|
Units
|
|
% Change
|
|
Total Units
|
Annual Data
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2012
|
|
537
|
|
N/A
|
|
247
|
|
N/A
|
|
55
|
|
N/A
|
|
839
|
2013
|
|
620
|
|
15%
|
|
308
|
|
25%
|
|
60
|
|
9%
|
|
988
|
2014
|
|
647
|
|
4%
|
|
355
|
|
15%
|
|
64
|
|
7%
|
|
1,066
|
2015
|
|
713
|
|
10%
|
|
394
|
|
11%
|
|
71
|
|
11%
|
|
1,178
|
2016
|
|
785
|
|
10%
|
|
393
|
|
—%
|
|
81
|
|
14%
|
|
1,259
|
2017
|
|
852
|
|
9%
|
|
356
|
|
(9)%
|
|
93
|
|
15%
|
|
1,301
|
Annual Data - Forecast
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2018
|
|
885
|
|
4%
|
|
383
|
|
8%
|
|
105
|
|
13%
|
|
1,373
|
2019
|
|
927
|
|
5%
|
|
366
|
|
(4)%
|
|
115
|
|
10%
|
|
1,408
|
2020
|
|
979
|
|
6%
|
|
364
|
|
(1)%
|
|
125
|
|
9%
|
|
1,468
|
|
|
New Construction
|
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Remodeling & Replacement
|
||||||||||||||||||||
Period
|
|
Wood
|
|
Aluminum
|
|
Vinyl
|
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Fiberglass
|
|
Other
|
|
Total
|
|
Wood
|
|
Aluminum
|
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Vinyl
|
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Fiberglass
|
|
Other
|
|
Total
|
Annual Data
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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2012
|
|
2,736
|
|
2,516
|
|
8,625
|
|
592
|
|
237
|
|
14,706
|
|
4,566
|
|
696
|
|
18,902
|
|
657
|
|
594
|
|
25,415
|
2013
|
|
2,989
|
|
3,077
|
|
10,585
|
|
668
|
|
264
|
|
17,583
|
|
4,739
|
|
658
|
|
19,588
|
|
685
|
|
658
|
|
26,328
|
2014
|
|
3,108
|
|
3,471
|
|
11,651
|
|
728
|
|
291
|
|
19,249
|
|
4,697
|
|
718
|
|
19,972
|
|
698
|
|
677
|
|
26,762
|
2015
|
|
2,911
|
|
3,470
|
|
12,925
|
|
793
|
|
358
|
|
20,457
|
|
4,324
|
|
562
|
|
20,742
|
|
766
|
|
740
|
|
27,134
|
2016
|
|
3,028
|
|
3,432
|
|
13,690
|
|
909
|
|
355
|
|
21,414
|
|
4,225
|
|
573
|
|
21,302
|
|
781
|
|
759
|
|
27,640
|
2017
|
|
3,109
|
|
3,525
|
|
14,648
|
|
984
|
|
391
|
|
22,657
|
|
4,122
|
|
573
|
|
21,719
|
|
810
|
|
955
|
|
28,179
|
Annual Data - Forecast
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2018
|
|
3,199
|
|
3,430
|
|
15,551
|
|
1,112
|
|
402
|
|
23,694
|
|
4,163
|
|
558
|
|
22,268
|
|
858
|
|
1,007
|
|
28,854
|
2019
|
|
3,258
|
|
3,423
|
|
16,155
|
|
1,198
|
|
416
|
|
24,450
|
|
4,228
|
|
545
|
|
22,966
|
|
914
|
|
1,067
|
|
29,720
|
2020
|
|
3,320
|
|
3,541
|
|
16,765
|
|
1,240
|
|
430
|
|
25,296
|
|
4,294
|
|
531
|
|
23,686
|
|
972
|
|
1,130
|
|
30,613
|
•
|
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;
|
•
|
the recent growth in the housing market over the past several years has been predominately in new construction which has outpaced the growth in the residential remodeling and replacement sector;
|
•
|
the recovery of the housing market has slowed due primarily to the declining growth of multi-family units;
|
•
|
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;
|
•
|
foreign currency rates in the United Kingdom and other European nations have changed significantly relative to the United States Dollar due in part to Brexit in the United Kingdom, as well as other international unrest or uncertainties;
|
•
|
commodity prices have fluctuated in recent years, and to the extent we cannot pass this cost to our customers, this impacts the 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, wood and silicone products used by our other businesses; and
|
•
|
higher energy efficiency standards in Europe should favorably impact sales of our insulating glass spacer products in the short- to mid-term.
|
•
|
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;
|
•
|
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;
|
•
|
offer logistic solutions that provide our customers with just-in-time service which can reduce their processing costs;
|
•
|
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
|
•
|
exit unprofitable service lines or customer relationships.
|
Location
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|
Character & Use of Property
|
Executive Offices
|
|
|
Houston, Texas (Lease expires 2023)
|
|
Executive corporate office
|
NA Engineered Components Segment
|
|
|
Rice Lake, Wisconsin
|
|
Fenestration products
|
Chatsworth, Illinois
|
|
Fenestration products
|
Richmond, Indiana
|
|
Fenestration products
|
Dubuque, Iowa (Lease expires 2018)
|
|
Fenestration products
|
Akron, Ohio (Lease expires 2026)
|
|
Flexible spacer, and adhesive research and sales
|
Cambridge, Ohio, (Lease expires 2032)
|
|
Flexible spacer and solar adhesives
|
Richmond, Kentucky
|
|
Vinyl and composite extrusions
|
Winnebago, Illinois
|
|
Vinyl extrusions
|
Kent, Washington (Lease expires 2020)
|
|
Vinyl and composite extrusions
|
Durham, North Carolina (Lease expires 2021)
|
|
Division executive offices
|
Sacramento, California (Lease expires 2021)
|
|
Screens for vinyl windows and doors
|
Dallas, Texas (Lease expires 2022)
|
|
Screens for vinyl windows and doors
|
Des Moines, Iowa (Lease expires 2019)
|
|
Screens for vinyl windows and doors
|
Phoenix, Arizona (Lease expires 2023)
|
|
Screens for vinyl windows and doors
|
Denver, Colorado (Lease expires 2020)
|
|
Screens for vinyl windows and doors
|
Paris, Illinois (Lease expires 2019)
|
|
Screens for vinyl windows and doors
|
Parkersburg, West Virginia (Lease expires 2020)
|
|
Screens for vinyl windows and doors
|
Fontana, California (Lease expires 2019)
|
|
Screens for vinyl windows and doors
|
Perrysburg, Ohio (Lease expires 2019)
|
|
Screens for vinyl windows and doors
|
Chehalis, Washington (Lease expires 2019)
|
|
Screens for vinyl windows and doors
|
Tumwater, Washington (Lease expires 2024)
|
|
Division executive offices
|
EU Engineered Components Segment
|
|
|
Denby, United Kingdom (Leases expire 2027 & 2037)
|
|
Vinyl and composite extrusions
|
Alfreton, United Kingdom (Lease expires 2022)
|
|
Vinyl and composite extrusions
|
Coventry, United Kingdom
|
|
Flexible spacer
|
Heinsberg, Germany (Lease expires 2025)
|
|
Flexible spacer
|
NA Cabinet Components Segment
|
|
|
Bowling Green, Kentucky
|
|
Hardwood components for kitchen and bath
|
Conover, North Carolina (Lease expires 2021)
|
|
Hardwood doors for kitchen and bath
|
Foreston, Minnesota
|
|
Hardwood components for kitchen and bath
|
Greenville, Pennsylvania
|
|
Hardwood components for kitchen and bath
|
Middlefield, Ohio (Leases expire 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
|
Moorefield, West Virginia (Lease expires 2026)
|
|
Engineered wood products for kitchen and bath
|
Wahpeton, North Dakota
|
|
Engineered wood products for kitchen and bath
|
Molalla, Oregon
|
|
Hardwood & engineered products for kitchen & bath
|
Luck, Wisconsin
|
|
Wood products
|
Mounds View, Minnesota (Lease expires 2021)
|
|
Wood products
|
|
(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
|
2,866,758
|
|
|
$
|
18.47
|
|
|
1,438,160
|
|
Period
|
|
(a) Total Number of Shares Purchased
(1)
|
|
(b) Average Price Paid per Share
(1)
|
|
(c) Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs
(1)
|
|
(d) Maximum US Dollars Remaining that May Yet Be Used to Purchase Shares Under the Plans or Programs
(1)
|
August 1, 2018 through August 31, 2018
|
|
—
|
|
—
|
|
—
|
|
$60,000,000
|
September 1, 2018 through September 30, 2018
|
|
—
|
|
—
|
|
—
|
|
$60,000,000
|
October 1, 2018 through October 31, 2018
|
|
1,900,000
|
|
16.86
|
|
1,900,000
|
|
$27,966,000
|
Total
|
|
1,900,000
|
|
$16.86
|
|
1,900,000
|
|
|
INDEXED RETURNS
|
|
For the Years Ended
|
||||||||||||||||||||||
Company Name / Index
|
|
10/31/2013
|
|
|
10/31/2014
|
|
|
10/31/2015
|
|
|
10/31/2016
|
|
|
10/31/2017
|
|
|
10/31/2018
|
|
||||||
Quanex Building Products Corporation
|
|
$
|
100.00
|
|
|
$
|
113.55
|
|
|
$
|
107.91
|
|
|
$
|
94.02
|
|
|
$
|
127.58
|
|
|
$
|
87.06
|
|
S&P 500 Index
|
|
$
|
100.00
|
|
|
$
|
117.27
|
|
|
$
|
123.37
|
|
|
$
|
128.93
|
|
|
$
|
159.40
|
|
|
$
|
171.11
|
|
Russell 2000 Index
|
|
$
|
100.00
|
|
|
$
|
106.43
|
|
|
$
|
106.79
|
|
|
$
|
111.18
|
|
|
$
|
142.14
|
|
|
$
|
144.78
|
|
New Peer Group
|
|
$
|
100.00
|
|
|
$
|
104.99
|
|
|
$
|
120.92
|
|
|
$
|
141.34
|
|
|
$
|
189.14
|
|
|
$
|
165.32
|
|
|
Fiscal Years Ended October 31,
|
||||||||||||||||||
|
2018
(1)(2)(3)
|
|
2017
(1)
|
|
2016
(1)(4)(5)(6)
|
|
2015
(7)
|
|
2014
(8)(9)
|
||||||||||
|
(Dollars in thousands, except per share data)
|
||||||||||||||||||
Consolidated Statements of Income
|
|
|
|
|
|
|
|
|
|
||||||||||
Net sales
|
$
|
889,785
|
|
|
$
|
866,555
|
|
|
$
|
928,184
|
|
|
$
|
645,528
|
|
|
$
|
595,384
|
|
Cost and expenses:
|
|
|
|
|
|
|
|
|
|
||||||||||
Cost of sales (excluding depreciation and amortization)
|
696,567
|
|
|
672,162
|
|
|
710,644
|
|
|
499,097
|
|
|
464,584
|
|
|||||
Selling, general and administrative
|
103,535
|
|
|
97,981
|
|
|
114,910
|
|
|
86,536
|
|
|
82,150
|
|
|||||
Restructuring charges
|
1,486
|
|
|
4,550
|
|
|
529
|
|
|
—
|
|
|
—
|
|
|||||
Depreciation and amortization
|
51,822
|
|
|
57,495
|
|
|
53,146
|
|
|
35,220
|
|
|
33,869
|
|
|||||
Asset impairment charges
|
—
|
|
|
—
|
|
|
12,602
|
|
|
—
|
|
|
505
|
|
|||||
Operating income (loss)
|
36,375
|
|
|
34,367
|
|
|
36,353
|
|
|
24,675
|
|
|
14,276
|
|
|||||
Non-operating income (expense):
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest expense
|
(11,100
|
)
|
|
(9,595
|
)
|
|
(36,498
|
)
|
|
(991
|
)
|
|
(562
|
)
|
|||||
Other, net
|
178
|
|
|
730
|
|
|
(5,479
|
)
|
|
(531
|
)
|
|
92
|
|
|||||
Income (loss) from continuing operations before income taxes
|
25,453
|
|
|
25,502
|
|
|
(5,624
|
)
|
|
23,153
|
|
|
13,806
|
|
|||||
Income tax (expense) benefit
|
875
|
|
|
(6,819
|
)
|
|
3,765
|
|
|
(7,539
|
)
|
|
(5,468
|
)
|
|||||
Income (loss) from continuing operations
|
26,328
|
|
|
18,683
|
|
|
(1,859
|
)
|
|
15,614
|
|
|
8,338
|
|
|||||
Income (loss) from discontinued operations, net of taxes
|
—
|
|
|
—
|
|
|
—
|
|
|
479
|
|
|
20,896
|
|
|||||
Net income (loss)
|
$
|
26,328
|
|
|
$
|
18,683
|
|
|
$
|
(1,859
|
)
|
|
$
|
16,093
|
|
|
$
|
29,234
|
|
Basic earnings (loss) per common share:
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic earnings (loss) from continuing operations
|
$
|
0.76
|
|
|
$
|
0.55
|
|
|
$
|
(0.05
|
)
|
|
$
|
0.46
|
|
|
$
|
0.22
|
|
Basic earnings (loss) from discontinued operations
|
—
|
|
|
—
|
|
|
—
|
|
|
0.01
|
|
|
0.57
|
|
|||||
Basic earnings (loss) per share
|
$
|
0.76
|
|
|
$
|
0.55
|
|
|
$
|
(0.05
|
)
|
|
$
|
0.47
|
|
|
$
|
0.79
|
|
Diluted earnings (loss) per common share:
|
|
|
|
|
|
|
|
|
|
||||||||||
Diluted earnings (loss) from continuing operations
|
$
|
0.75
|
|
|
$
|
0.54
|
|
|
$
|
(0.05
|
)
|
|
$
|
0.46
|
|
|
$
|
0.22
|
|
Diluted earnings (loss) from discontinued operations
|
—
|
|
|
—
|
|
|
—
|
|
|
0.01
|
|
|
0.56
|
|
|||||
Diluted earnings (loss) per share
|
$
|
0.75
|
|
|
$
|
0.54
|
|
|
$
|
(0.05
|
)
|
|
$
|
0.47
|
|
|
$
|
0.78
|
|
Cash dividends declared per share
|
$
|
0.20
|
|
|
$
|
0.16
|
|
|
$
|
0.16
|
|
|
$
|
0.16
|
|
|
$
|
0.16
|
|
Other Financial & Operating Data
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash provided by operating activities
|
$
|
104,611
|
|
|
$
|
79,778
|
|
|
$
|
87,341
|
|
|
$
|
67,087
|
|
|
$
|
20,778
|
|
Cash (used for) provided by investing activities
|
(26,052
|
)
|
|
(41,124
|
)
|
|
(282,103
|
)
|
|
(160,144
|
)
|
|
74,124
|
|
|||||
Cash (used for) provided by financing activities
|
(65,817
|
)
|
|
(46,636
|
)
|
|
195,448
|
|
|
(4,581
|
)
|
|
(24,459
|
)
|
|||||
Acquisitions, net of cash acquired
|
—
|
|
|
8,497
|
|
|
245,904
|
|
|
131,689
|
|
|
5,161
|
|
|||||
Capital expenditures
|
$
|
26,484
|
|
|
$
|
34,564
|
|
|
$
|
37,243
|
|
|
$
|
29,982
|
|
|
$
|
33,779
|
|
Selected Consolidated Balance Sheet Data at Year End
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and cash equivalents
|
$
|
29,003
|
|
|
$
|
17,455
|
|
|
$
|
25,526
|
|
|
$
|
23,125
|
|
|
$
|
120,384
|
|
Total assets
|
741,849
|
|
|
773,879
|
|
|
780,353
|
|
|
565,516
|
|
|
517,113
|
|
|||||
Long-term debt, excluding current portion
|
209,332
|
|
|
218,184
|
|
|
259,011
|
|
|
53,767
|
|
|
586
|
|
|||||
Total liabilities
|
$
|
347,697
|
|
|
$
|
367,032
|
|
|
$
|
412,522
|
|
|
$
|
170,221
|
|
|
$
|
96,193
|
|
(1)
|
In 2018, 2017 and 2016, we incurred
$1.5 million
,
$4.6 million
and
$0.5 million
, respectively, 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.
|
(2)
|
In October 2018, we refinanced our credit facility resulting in a charge of $1.1 million of unamortized deferred financing fees. See Note 8, "Debt and Capital Lease Obligations" included elsewhere in this Annual Report on Form 10-K.
|
(3)
|
In 2018, we recorded a $6.5 million net benefit related to the tax effect of implementing the Tax Cuts and Jobs Act, which was signed into law on December 22, 2017. See note 11, "Income Taxes" included elsewhere in this Annual Report on Form 10-K.
|
(4)
|
In November 2015, we acquired Woodcraft, a manufacturer of cabinet doors and other components to OEMs in the kitchen and bathroom cabinet industry. The results of operations of Woodcraft including revenue of $223.4 million and net income of $4.1 million have been included in our consolidated operating results since the date of acquisition, November 2, 2015.
|
(5)
|
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.
|
(6)
|
In October 2016, we recorded a goodwill impairment charge of $12.6 million associated with our United States vinyl extrusion business.
|
(7)
|
In June 2015, we acquired HLP, a vinyl profile extruder with operations located in the United Kingdom. The results of operations of HLP include revenue of $42.3 million and net income of $1.5 million for the period June 15, 2015 through October 31, 2015.
|
(8)
|
In April 2014, we sold Nichols Aluminum, LLC. Accordingly, the related assets and liabilities were reported as discontinued operations in the consolidated balance sheets for the applicable periods presented, and the related operating results, including the gain on the sale, are reported as discontinued operations, net of tax, in the consolidated statements of income (loss) presented, as applicable.
|
|
For the Years Ended October 31,
|
||||||||||||||||
|
2018
|
|
2017
|
|
2018 vs. 2017
|
||||||||||||
|
Amounts
|
|
% of Sales
|
|
Amounts
|
|
% of Sales
|
|
$ Change
|
|
Variance %
|
||||||
|
(Dollars in millions)
|
||||||||||||||||
Net sales
|
$
|
889.8
|
|
|
100%
|
|
$
|
866.6
|
|
|
100%
|
|
$
|
23.2
|
|
|
3%
|
Cost of sales (excluding depreciation and amortization)
|
696.6
|
|
|
78%
|
|
672.2
|
|
|
78%
|
|
24.4
|
|
|
(4)%
|
|||
Selling, general and administrative
|
103.5
|
|
|
12%
|
|
98.0
|
|
|
11%
|
|
5.5
|
|
|
(6)%
|
|||
Restructuring charges
|
1.5
|
|
|
—%
|
|
4.5
|
|
|
1%
|
|
(3.0
|
)
|
|
67%
|
|||
Depreciation and amortization
|
51.8
|
|
|
6%
|
|
57.5
|
|
|
7%
|
|
(5.7
|
)
|
|
10%
|
|||
Operating income
|
36.4
|
|
|
4%
|
|
34.4
|
|
|
4%
|
|
2.0
|
|
|
6%
|
|||
Interest expense
|
(11.1
|
)
|
|
(1)%
|
|
(9.6
|
)
|
|
(1)%
|
|
(1.5
|
)
|
|
(16)%
|
|||
Other, net
|
0.2
|
|
|
—%
|
|
0.7
|
|
|
—%
|
|
(0.5
|
)
|
|
(71)%
|
|||
Income tax benefit (expense)
|
0.9
|
|
|
—%
|
|
(6.8
|
)
|
|
(1)%
|
|
7.7
|
|
|
113%
|
|||
Net income
|
$
|
26.4
|
|
|
3%
|
|
$
|
18.7
|
|
|
2%
|
|
$
|
7.7
|
|
|
41%
|
|
For the Years Ended October 31,
|
||||||||||||
|
2018
|
|
2017
|
|
$ Change
|
|
Variance %
|
||||||
|
(Dollars in millions)
|
||||||||||||
Net sales
|
$
|
485.4
|
|
|
$
|
474.9
|
|
|
$
|
10.5
|
|
|
2%
|
Cost of sales (excluding depreciation and amortization)
|
371.3
|
|
|
357.8
|
|
|
13.5
|
|
|
(4)%
|
|||
Selling, general and administrative
|
54.0
|
|
|
52.9
|
|
|
1.1
|
|
|
(2)%
|
|||
Restructuring charges
|
1.4
|
|
|
3.6
|
|
|
(2.2
|
)
|
|
61%
|
|||
Depreciation and amortization
|
27.2
|
|
|
34.3
|
|
|
(7.1
|
)
|
|
21%
|
|||
Operating income
|
$
|
31.5
|
|
|
$
|
26.3
|
|
|
$
|
5.2
|
|
|
20%
|
Operating income margin
|
6
|
%
|
|
6
|
%
|
|
|
|
|
|
For the Years Ended October 31,
|
||||||||||||
|
2018
|
|
2017
|
|
$ Change
|
|
Variance %
|
||||||
|
(Dollars in millions)
|
||||||||||||
Net sales
|
$
|
160.0
|
|
|
$
|
148.0
|
|
|
$
|
12.0
|
|
|
8%
|
Cost of sales (excluding depreciation and amortization)
|
114.9
|
|
|
104.9
|
|
|
10.0
|
|
|
(10)%
|
|||
Selling, general and administrative
|
22.8
|
|
|
20.6
|
|
|
2.2
|
|
|
(11)%
|
|||
Depreciation and amortization
|
9.6
|
|
|
8.8
|
|
|
0.8
|
|
|
(9)%
|
|||
Operating income
|
$
|
12.7
|
|
|
$
|
13.7
|
|
|
$
|
(1.0
|
)
|
|
(7)%
|
Operating income margin
|
8
|
%
|
|
9
|
%
|
|
|
|
|
|
For the Years Ended October 31,
|
||||||||||||
|
2018
|
|
2017
|
|
$ Change
|
|
Variance %
|
||||||
|
(Dollars in millions)
|
||||||||||||
Net sales
|
$
|
249.8
|
|
|
$
|
248.8
|
|
|
$
|
1.0
|
|
|
—%
|
Cost of sales (excluding depreciation and amortization)
|
214.1
|
|
|
213.3
|
|
|
0.8
|
|
|
—%
|
|||
Selling, general and administrative
|
18.0
|
|
|
16.6
|
|
|
1.4
|
|
|
(8)%
|
|||
Restructuring charges
|
0.1
|
|
|
0.9
|
|
|
(0.8
|
)
|
|
89%
|
|||
Depreciation and amortization
|
14.4
|
|
|
13.9
|
|
|
0.5
|
|
|
(4)%
|
|||
Operating income
|
$
|
3.2
|
|
|
$
|
4.1
|
|
|
$
|
(0.9
|
)
|
|
(22)%
|
Operating income margin
|
1
|
%
|
|
2
|
%
|
|
|
|
|
|
For the Years Ended October 31,
|
||||||||||||
|
2018
|
|
2017
|
|
$ Change
|
|
Variance %
|
||||||
|
(Dollars in millions)
|
||||||||||||
Net sales
|
$
|
(5.4
|
)
|
|
$
|
(5.1
|
)
|
|
$
|
(0.3
|
)
|
|
(6)%
|
Cost of sales (excluding depreciation and amortization)
|
(3.7
|
)
|
|
(3.8
|
)
|
|
0.1
|
|
|
(3)%
|
|||
Selling, general and administrative
|
8.7
|
|
|
7.9
|
|
|
0.8
|
|
|
(10)%
|
|||
Depreciation and amortization
|
0.6
|
|
|
0.5
|
|
|
0.1
|
|
|
(20)%
|
|||
Operating loss
|
$
|
(11.0
|
)
|
|
$
|
(9.7
|
)
|
|
$
|
(1.3
|
)
|
|
(13)%
|
|
For the Years Ended October 31,
|
||||||||||||||||
|
2017
|
|
2016
|
|
2017 vs. 2016
|
||||||||||||
|
Amounts
|
|
% of Sales
|
|
Amounts
|
|
% of Sales
|
|
$ Change
|
|
Variance %
|
||||||
|
(Dollars in millions)
|
||||||||||||||||
Net sales
|
$
|
866.6
|
|
|
100%
|
|
$
|
928.2
|
|
|
100%
|
|
$
|
(61.6
|
)
|
|
(7)%
|
Cost of sales (excluding depreciation and amortization)
|
672.2
|
|
|
78%
|
|
710.6
|
|
|
77%
|
|
(38.4
|
)
|
|
5%
|
|||
Selling, general and administrative
|
98.0
|
|
|
11%
|
|
114.9
|
|
|
12%
|
|
(16.9
|
)
|
|
15%
|
|||
Restructuring charges
|
4.5
|
|
|
1%
|
|
0.5
|
|
|
—%
|
|
4.0
|
|
|
(800)%
|
|||
Depreciation and amortization
|
57.5
|
|
|
7%
|
|
53.2
|
|
|
6%
|
|
4.3
|
|
|
(8)%
|
|||
Asset impairment charges
|
—
|
|
|
—%
|
|
12.6
|
|
|
1%
|
|
(12.6
|
)
|
|
1%
|
|||
Operating income
|
34.4
|
|
|
4%
|
|
36.4
|
|
|
4%
|
|
(2.0
|
)
|
|
(5)%
|
|||
Interest expense
|
(9.6
|
)
|
|
(1)%
|
|
(36.5
|
)
|
|
(4)%
|
|
26.9
|
|
|
74%
|
|||
Other, net
|
0.7
|
|
|
—%
|
|
(5.5
|
)
|
|
(1)%
|
|
6.2
|
|
|
113%
|
|||
Income tax (expense) benefit
|
(6.8
|
)
|
|
(1)%
|
|
3.7
|
|
|
—%
|
|
(10.5
|
)
|
|
(284)%
|
|||
Net income (loss)
|
$
|
18.7
|
|
|
2%
|
|
$
|
(1.9
|
)
|
|
—%
|
|
$
|
20.6
|
|
|
1,084%
|
|
For the Years Ended October 31,
|
||||||||||||
|
2017
|
|
2016
|
|
$ Change
|
|
Variance %
|
||||||
|
(Dollars in millions)
|
||||||||||||
Net sales
|
$
|
474.9
|
|
|
$
|
538.3
|
|
|
$
|
(63.4
|
)
|
|
(12)%
|
Cost of sales (excluding depreciation and amortization)
|
357.8
|
|
|
399.2
|
|
|
(41.4
|
)
|
|
10%
|
|||
Selling, general and administrative
|
52.9
|
|
|
62.1
|
|
|
(9.2
|
)
|
|
15%
|
|||
Restructuring charges
|
3.6
|
|
|
0.4
|
|
|
3.2
|
|
|
(800)%
|
|||
Depreciation and amortization
|
34.3
|
|
|
29.8
|
|
|
4.5
|
|
|
(15)%
|
|||
Asset impairment charges
|
—
|
|
|
12.6
|
|
|
(12.6
|
)
|
|
1%
|
|||
Operating income
|
$
|
26.3
|
|
|
$
|
34.2
|
|
|
$
|
(7.9
|
)
|
|
(23)%
|
Operating income margin
|
6
|
%
|
|
6
|
%
|
|
|
|
|
|
For the Years Ended October 31,
|
||||||||||||
|
2017
|
|
2016
|
|
$ Change
|
|
Variance %
|
||||||
|
(Dollars in millions)
|
||||||||||||
Net sales
|
$
|
148.0
|
|
|
$
|
150.2
|
|
|
$
|
(2.2
|
)
|
|
(1)%
|
Cost of sales (excluding depreciation and amortization)
|
104.9
|
|
|
104.5
|
|
|
0.4
|
|
|
—%
|
|||
Selling, general and administrative
|
20.6
|
|
|
23.2
|
|
|
(2.6
|
)
|
|
11%
|
|||
Depreciation and amortization
|
8.8
|
|
|
9.3
|
|
|
(0.5
|
)
|
|
5%
|
|||
Operating income
|
$
|
13.7
|
|
|
$
|
13.2
|
|
|
$
|
0.5
|
|
|
4%
|
Operating income margin
|
9
|
%
|
|
9
|
%
|
|
|
|
|
|
For the Years Ended October 31,
|
||||||||||||
|
2017
|
|
2016
|
|
$ Change
|
|
Variance %
|
||||||
|
(Dollars in millions)
|
||||||||||||
Net sales
|
$
|
248.8
|
|
|
$
|
248.1
|
|
|
$
|
0.7
|
|
|
—%
|
Cost of sales (excluding depreciation and amortization)
|
213.3
|
|
|
213.3
|
|
|
—
|
|
|
—%
|
|||
Selling, general and administrative
|
16.6
|
|
|
15.8
|
|
|
0.8
|
|
|
(5)%
|
|||
Restructuring charges
|
0.9
|
|
|
0.1
|
|
|
0.8
|
|
|
(800)%
|
|||
Depreciation and amortization
|
13.9
|
|
|
13.5
|
|
|
0.4
|
|
|
(3)%
|
|||
Operating income
|
$
|
4.1
|
|
|
$
|
5.4
|
|
|
$
|
(1.3
|
)
|
|
(24)%
|
Operating income margin
|
2
|
%
|
|
2
|
%
|
|
|
|
|
|
For the Years Ended October 31,
|
||||||||||||
|
2017
|
|
2016
|
|
$ Change
|
|
Variance %
|
||||||
|
(Dollars in millions)
|
||||||||||||
Net sales
|
$
|
(5.1
|
)
|
|
$
|
(8.4
|
)
|
|
$
|
3.3
|
|
|
39%
|
Cost of sales (excluding depreciation and amortization)
|
(3.8
|
)
|
|
(6.4
|
)
|
|
2.6
|
|
|
(41)%
|
|||
Selling, general and administrative
|
7.9
|
|
|
13.8
|
|
|
(5.9
|
)
|
|
43%
|
|||
Depreciation and amortization
|
0.5
|
|
|
0.6
|
|
|
(0.1
|
)
|
|
17%
|
|||
Operating loss
|
$
|
(9.7
|
)
|
|
$
|
(16.4
|
)
|
|
$
|
6.7
|
|
|
41%
|
|
Year Ended October 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
|
(In millions)
|
||||||||||
Cash flows provided by operating activities
|
$
|
104.6
|
|
|
$
|
79.8
|
|
|
$
|
87.3
|
|
Cash flows used for investing activities
|
$
|
(26.1
|
)
|
|
$
|
(41.1
|
)
|
|
$
|
(282.1
|
)
|
Cash flows (used for) provided by financing activities
|
$
|
(65.8
|
)
|
|
$
|
(46.6
|
)
|
|
$
|
195.4
|
|
|
Payments Due by Period
|
||||||||||||||||||
|
Total
|
|
2019
|
|
2020-2021
|
|
2022-2023
|
|
Thereafter
|
||||||||||
Contractual Obligations:
|
(In thousands)
|
||||||||||||||||||
Long-term debt, including interest
(1)
|
$
|
232,070
|
|
|
$
|
7,414
|
|
|
$
|
14,828
|
|
|
$
|
209,828
|
|
|
$
|
—
|
|
Capital leases
(2)
|
17,043
|
|
|
1,523
|
|
|
1,960
|
|
|
1,683
|
|
|
11,877
|
|
|||||
Operating leases
(3)
|
49,651
|
|
|
8,407
|
|
|
12,152
|
|
|
8,818
|
|
|
20,274
|
|
|||||
Unconditional purchase obligations
(4)
|
17,761
|
|
|
17,761
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Total contractual cash obligations
(5)
|
$
|
316,525
|
|
|
$
|
35,105
|
|
|
$
|
28,940
|
|
|
$
|
220,329
|
|
|
$
|
32,151
|
|
(1)
|
Interest on our long-term debt was computed using rates in effect at
October 31, 2018
.
|
(2)
|
Capital leases includes a related party capital lease arrangements at HLP for a warehouse acquired in February 2017.
|
(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
|
|
2018
|
|
2019-2020
|
|
2021-2022
|
|
Thereafter
|
||||||||||
Other Commercial Commitments:
|
(In thousands)
|
||||||||||||||||||
Standby letters of credit
|
$
|
5,300
|
|
|
$
|
5,300
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
Increase in Projected Benefit Obligation
|
|
Increase in Net Periodic Benefit Cost
|
||||
Changes in Assumptions:
|
|
(Dollar amounts in thousands)
|
||||||
1% decrease in discount rate
|
|
$
|
4,426
|
|
|
$
|
548
|
|
1% decrease in expected long-term rate of return on plan assets
|
|
N/A
|
|
|
$
|
309
|
|
|
|
Notional as indicated
|
|
Fair Value in $
|
||||||||||
|
|
October 31, 2018
|
|
October 31, 2017
|
|
October 31, 2018
|
|
October 31, 2017
|
||||||
Foreign currency exchange derivatives:
|
|
(In thousands)
|
||||||||||||
Buy EUR, Sell USD
|
EUR
|
455
|
|
|
1,271
|
|
|
$
|
1
|
|
|
$
|
24
|
|
Sell CAD, Buy USD
|
CAD
|
229
|
|
|
320
|
|
|
—
|
|
|
1
|
|
||
Sell GBP, Buy USD
|
GBP
|
22
|
|
|
75
|
|
|
—
|
|
|
—
|
|
||
Buy EUR, Sell GBP
|
EUR
|
34
|
|
|
30
|
|
|
—
|
|
|
(1
|
)
|
||
Buy USD, Sell EUR
|
USD
|
12
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
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
|
|
|
|
We have served as the Company's auditor since 2014.
|
|
|
|
Houston, Texas
|
|
December 11, 2018
|
|
/s/ GRANT THORNTON LLP
|
|
Houston, Texas
|
December 11, 2018
|
|
October 31,
|
||||||
|
2018
|
|
2017
|
||||
|
(In thousands, except share
amounts)
|
||||||
ASSETS
|
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
29,003
|
|
|
$
|
17,455
|
|
Accounts receivable, net of allowance for doubtful accounts of $325 and $333 (Note 3)
|
84,014
|
|
|
79,411
|
|
||
Inventories, net (Note 4)
|
69,365
|
|
|
87,529
|
|
||
Prepaid and other current assets
|
7,296
|
|
|
7,406
|
|
||
Total current assets
|
189,678
|
|
|
191,801
|
|
||
Property, plant and equipment, net of accumulated depreciation of $288,607 and $264,047 (Note 5)
|
201,370
|
|
|
211,131
|
|
||
Goodwill (Note 6)
|
219,627
|
|
|
222,194
|
|
||
Intangible assets, net (Note 6)
|
121,919
|
|
|
139,778
|
|
||
Other assets
|
9,255
|
|
|
8,975
|
|
||
Total assets
|
$
|
741,849
|
|
|
$
|
773,879
|
|
LIABILITIES AND STOCKHOLDERS' EQUITY
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Accounts payable
|
$
|
52,389
|
|
|
$
|
44,150
|
|
Accrued liabilities (Note 7)
|
45,968
|
|
|
38,871
|
|
||
Income taxes payable (Note 11)
|
2,780
|
|
|
2,192
|
|
||
Current maturities of long-term debt (Note 8)
|
1,224
|
|
|
21,242
|
|
||
Total current liabilities
|
102,361
|
|
|
106,455
|
|
||
Long-term debt (Note 8)
|
209,332
|
|
|
218,184
|
|
||
Deferred pension and postretirement benefits (Note 9)
|
4,218
|
|
|
4,433
|
|
||
Deferred income taxes (Note 11)
|
17,215
|
|
|
21,960
|
|
||
Liability for uncertain tax positions (Note 11)
|
606
|
|
|
591
|
|
||
Other liabilities
|
13,965
|
|
|
15,409
|
|
||
Total liabilities
|
347,697
|
|
|
367,032
|
|
||
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 37,433,817 and 37,508,877 respectively; outstanding 33,339,032 and 34,838,134, respectively
|
374
|
|
|
375
|
|
||
Additional paid-in-capital
|
254,678
|
|
|
255,719
|
|
||
Retained earnings
|
242,834
|
|
|
225,704
|
|
||
Accumulated other comprehensive loss
|
(30,705
|
)
|
|
(25,076
|
)
|
||
Less: Treasury stock at cost, 4,094,785 and 2,670,743 shares, respectively
|
(73,029
|
)
|
|
(49,875
|
)
|
||
Total stockholders’ equity
|
394,152
|
|
|
406,847
|
|
||
Total liabilities and stockholders' equity
|
$
|
741,849
|
|
|
$
|
773,879
|
|
|
Year Ended October 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
|
(In thousands, except per share amounts)
|
||||||||||
Net sales
|
$
|
889,785
|
|
|
$
|
866,555
|
|
|
$
|
928,184
|
|
Cost and expenses:
|
|
|
|
|
|
||||||
Cost of sales (excluding depreciation and amortization)
|
696,567
|
|
|
672,162
|
|
|
710,644
|
|
|||
Selling, general and administrative
|
103,535
|
|
|
97,981
|
|
|
114,910
|
|
|||
Restructuring charges
|
1,486
|
|
|
4,550
|
|
|
529
|
|
|||
Depreciation and amortization
|
51,822
|
|
|
57,495
|
|
|
53,146
|
|
|||
Asset impairment charges
|
—
|
|
|
—
|
|
|
12,602
|
|
|||
Operating income
|
36,375
|
|
|
34,367
|
|
|
36,353
|
|
|||
Non-operating (expense) income:
|
|
|
|
|
|
||||||
Interest expense
|
(11,100
|
)
|
|
(9,595
|
)
|
|
(36,498
|
)
|
|||
Other, net
|
178
|
|
|
730
|
|
|
(5,479
|
)
|
|||
Income (loss) from continuing operations before income taxes
|
25,453
|
|
|
25,502
|
|
|
(5,624
|
)
|
|||
Income tax benefit (expense)
|
875
|
|
|
(6,819
|
)
|
|
3,765
|
|
|||
Net income (loss)
|
$
|
26,328
|
|
|
$
|
18,683
|
|
|
$
|
(1,859
|
)
|
|
|
|
|
|
|
||||||
Basic earnings (loss) per common share
|
$
|
0.76
|
|
|
$
|
0.55
|
|
|
$
|
(0.05
|
)
|
|
|
|
|
|
|
||||||
Diluted earnings (loss) per common share
|
$
|
0.75
|
|
|
$
|
0.54
|
|
|
$
|
(0.05
|
)
|
|
|
|
|
|
|
||||||
Weighted-average common shares outstanding:
|
|
|
|
|
|
||||||
Basic
|
34,701
|
|
|
34,230
|
|
|
33,876
|
|
|||
Diluted
|
35,025
|
|
|
34,837
|
|
|
33,876
|
|
|||
|
|
|
|
|
|
||||||
Cash dividends per share
|
$
|
0.20
|
|
|
$
|
0.16
|
|
|
$
|
0.16
|
|
|
Year Ended October 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
|
(In thousands)
|
||||||||||
Net income (loss)
|
$
|
26,328
|
|
|
$
|
18,683
|
|
|
$
|
(1,859
|
)
|
Other comprehensive income (loss):
|
|
|
|
|
|
||||||
Foreign currency translation adjustments (loss) gain
|
(6,640
|
)
|
|
11,524
|
|
|
(26,838
|
)
|
|||
Change in pension from net unamortized gain (loss) (pretax)
|
2,253
|
|
|
3,462
|
|
|
(2,864
|
)
|
|||
Change in pension from net unamortized gain (loss) tax (expense) benefit
|
(1,242
|
)
|
|
(1,297
|
)
|
|
986
|
|
|||
Total other comprehensive (loss) income, net of tax
|
(5,629
|
)
|
|
13,689
|
|
|
(28,716
|
)
|
|||
Comprehensive income (loss)
|
$
|
20,699
|
|
|
$
|
32,372
|
|
|
$
|
(30,575
|
)
|
|
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, 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 gain (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
|
|
Net loss
|
—
|
|
|
—
|
|
|
—
|
|
|
18,683
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
18,683
|
|
||||||
Foreign currency translation adjustment
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
11,524
|
|
|
—
|
|
|
—
|
|
|
11,524
|
|
||||||
Change in pension from net unamortized gain (net of tax expense of $1,297)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,165
|
|
|
—
|
|
|
—
|
|
|
2,165
|
|
||||||
Common dividends ($0.16 per share)
|
—
|
|
|
—
|
|
|
—
|
|
|
(5,516
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(5,516
|
)
|
||||||
Expense related to stock-based compensation
|
—
|
|
|
—
|
|
|
5,189
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5,189
|
|
||||||
Stock options exercised
|
—
|
|
|
—
|
|
|
(76
|
)
|
|
(1,451
|
)
|
|
—
|
|
|
507,660
|
|
|
9,480
|
|
|
7,953
|
|
||||||
Tax benefit from share-based compensation
|
—
|
|
|
—
|
|
|
(4
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(4
|
)
|
||||||
Restricted stock awards granted
|
—
|
|
|
—
|
|
|
(1,752
|
)
|
|
—
|
|
|
—
|
|
|
161,350
|
|
|
1,752
|
|
|
—
|
|
||||||
Performance share awards vested
|
—
|
|
|
—
|
|
|
(1,261
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,261
|
|
|
—
|
|
||||||
Other
|
(51,372
|
)
|
|
(1
|
)
|
|
(917
|
)
|
|
(59
|
)
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
(978
|
)
|
||||||
Balance at October 31, 2017
|
37,508,877
|
|
|
$
|
375
|
|
|
$
|
255,719
|
|
|
$
|
225,704
|
|
|
$
|
(25,076
|
)
|
|
(2,670,743
|
)
|
|
$
|
(49,875
|
)
|
|
$
|
406,847
|
|
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
26,328
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
26,328
|
|
||||||
Foreign currency translation adjustment
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(6,640
|
)
|
|
—
|
|
|
—
|
|
|
(6,640
|
)
|
||||||
Change in pension from net unamortized loss (net of tax expense of $1,242)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,011
|
|
|
—
|
|
|
—
|
|
|
1,011
|
|
||||||
Common dividends ($0.20 per share)
|
—
|
|
|
—
|
|
|
—
|
|
|
(7,020
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(7,020
|
)
|
||||||
Treasury shares purchased, at cost
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,900,000
|
)
|
|
(32,034
|
)
|
|
(32,034
|
)
|
||||||
Expense related to stock-based compensation
|
—
|
|
|
—
|
|
|
1,874
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,874
|
|
||||||
Stock options exercised
|
—
|
|
|
—
|
|
|
(149
|
)
|
|
(2,141
|
)
|
|
—
|
|
|
377,218
|
|
|
7,036
|
|
|
4,746
|
|
||||||
Restricted stock awards granted
|
—
|
|
|
—
|
|
|
(1,371
|
)
|
|
—
|
|
|
—
|
|
|
73,400
|
|
|
1,371
|
|
|
—
|
|
||||||
Performance share awards vested
|
—
|
|
|
—
|
|
|
(473
|
)
|
|
—
|
|
|
—
|
|
|
25,340
|
|
|
473
|
|
|
—
|
|
||||||
Other
|
(75,060
|
)
|
|
(1
|
)
|
|
(922
|
)
|
|
(37
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(960
|
)
|
||||||
Balance at October 31, 2018
|
37,433,817
|
|
|
$
|
374
|
|
|
$
|
254,678
|
|
|
$
|
242,834
|
|
|
$
|
(30,705
|
)
|
|
(4,094,785
|
)
|
|
$
|
(73,029
|
)
|
|
$
|
394,152
|
|
|
Year Ended October 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
|
(In thousands)
|
||||||||||
Operating activities:
|
|
|
|
|
|
||||||
Net income (loss)
|
$
|
26,328
|
|
|
$
|
18,683
|
|
|
$
|
(1,859
|
)
|
Adjustments to reconcile net income (loss) to cash provided by operating activities:
|
|
|
|
|
|
||||||
Depreciation and amortization
|
51,822
|
|
|
57,495
|
|
|
53,146
|
|
|||
(Gain) loss on disposition of capital assets
|
(142
|
)
|
|
1,528
|
|
|
(20
|
)
|
|||
Stock-based compensation
|
1,874
|
|
|
5,189
|
|
|
6,089
|
|
|||
Deferred income tax
|
(5,631
|
)
|
|
(112
|
)
|
|
(8,469
|
)
|
|||
Charge for deferred loan costs and debt discount
|
1,064
|
|
|
—
|
|
|
16,022
|
|
|||
Asset impairment charges
|
—
|
|
|
—
|
|
|
12,602
|
|
|||
Other, net
|
135
|
|
|
1,741
|
|
|
339
|
|
|||
Changes in assets and liabilities, net of effects from acquisitions:
|
|
|
|
|
|
||||||
(Increase) decrease in accounts receivable
|
(5,550
|
)
|
|
5,378
|
|
|
796
|
|
|||
Decrease (increase) in inventory
|
17,530
|
|
|
(3,240
|
)
|
|
5,346
|
|
|||
Decrease in other current assets
|
217
|
|
|
186
|
|
|
2,503
|
|
|||
Increase (decrease) in accounts payable
|
8,325
|
|
|
(4,893
|
)
|
|
(2,273
|
)
|
|||
Increase (decrease) in accrued liabilities
|
6,892
|
|
|
(7,521
|
)
|
|
2,033
|
|
|||
Increase (decrease) in income taxes
|
676
|
|
|
4,670
|
|
|
(365
|
)
|
|||
Increase (decrease) in deferred pension and postretirement benefits
|
2,038
|
|
|
(271
|
)
|
|
588
|
|
|||
(Decrease) increase in other long-term liabilities
|
(523
|
)
|
|
1,382
|
|
|
956
|
|
|||
Other, net
|
(444
|
)
|
|
(437
|
)
|
|
(93
|
)
|
|||
Cash provided by operating activities
|
104,611
|
|
|
79,778
|
|
|
87,341
|
|
|||
Investing activities:
|
|
|
|
|
|
||||||
Acquisitions, net of cash acquired
|
—
|
|
|
(8,497
|
)
|
|
(245,904
|
)
|
|||
Capital expenditures
|
(26,484
|
)
|
|
(34,564
|
)
|
|
(37,243
|
)
|
|||
Proceeds from disposition of capital assets
|
432
|
|
|
1,937
|
|
|
1,044
|
|
|||
Cash used for investing activities
|
(26,052
|
)
|
|
(41,124
|
)
|
|
(282,103
|
)
|
|||
Financing activities:
|
|
|
|
|
|
||||||
Borrowings under credit facility
|
268,500
|
|
|
53,500
|
|
|
634,800
|
|
|||
Repayments of credit facility borrowings
|
(296,250
|
)
|
|
(98,875
|
)
|
|
(422,875
|
)
|
|||
Debt issuance costs
|
(1,001
|
)
|
|
—
|
|
|
(11,435
|
)
|
|||
Repayments of other long-term debt
|
(1,798
|
)
|
|
(2,722
|
)
|
|
(2,185
|
)
|
|||
Common stock dividends paid
|
(7,020
|
)
|
|
(5,516
|
)
|
|
(5,470
|
)
|
|||
Issuance of common stock
|
4,746
|
|
|
7,953
|
|
|
3,400
|
|
|||
Payroll tax paid to settle shares forfeited upon vesting of stock
|
(960
|
)
|
|
(976
|
)
|
|
(787
|
)
|
|||
Purchase of treasury stock
|
(32,034
|
)
|
|
—
|
|
|
—
|
|
|||
Cash (used for) provided by financing activities
|
(65,817
|
)
|
|
(46,636
|
)
|
|
195,448
|
|
|||
Effect of exchange rate changes on cash and cash equivalents
|
(1,194
|
)
|
|
(89
|
)
|
|
1,715
|
|
|||
Increase (decrease) in cash and cash equivalents
|
11,548
|
|
|
(8,071
|
)
|
|
2,401
|
|
|||
Cash and cash equivalents at beginning of period
|
17,455
|
|
|
25,526
|
|
|
23,125
|
|
|||
Cash and cash equivalents at end of period
|
$
|
29,003
|
|
|
$
|
17,455
|
|
|
$
|
25,526
|
|
|
Year Ended October 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
|
(In thousands)
|
||||||||||
Cash paid for interest
|
$
|
7,890
|
|
|
$
|
9,019
|
|
|
$
|
14,594
|
|
Cash paid for income taxes
|
4,217
|
|
|
3,334
|
|
|
3,004
|
|
|||
Cash received for income tax refunds
|
95
|
|
|
1,167
|
|
|
1,949
|
|
|||
Noncash investing and financing activities:
|
|
|
|
|
|
||||||
Investment in capital leases
|
799
|
|
|
16,846
|
|
|
—
|
|
|||
Increase (decrease) in capitalized expenditures in accounts payable and accrued liabilities
|
264
|
|
|
392
|
|
|
(32
|
)
|
|||
Debt discount on Term Loan B
|
—
|
|
|
—
|
|
|
6,200
|
|
|
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
|
|
|
October 31,
|
||||||
|
2018
|
|
2017
|
||||
|
(In thousands)
|
||||||
Trade receivables
|
$
|
83,828
|
|
|
$
|
79,221
|
|
Other
|
511
|
|
|
523
|
|
||
Total
|
$
|
84,339
|
|
|
$
|
79,744
|
|
Less: Allowance for doubtful accounts
|
325
|
|
|
333
|
|
||
Accounts receivable, net
|
$
|
84,014
|
|
|
$
|
79,411
|
|
|
Year Ended October 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
|
(In thousands)
|
||||||||||
Beginning balance as of November 1, 2017, 2016 and 2015, respectively
|
$
|
333
|
|
|
$
|
251
|
|
|
$
|
673
|
|
Bad debt expense (benefit)
|
46
|
|
|
131
|
|
|
(67
|
)
|
|||
Amounts written off
|
(54
|
)
|
|
(49
|
)
|
|
(371
|
)
|
|||
Recoveries
|
—
|
|
|
—
|
|
|
16
|
|
|||
Balance as of October 31,
|
$
|
325
|
|
|
$
|
333
|
|
|
$
|
251
|
|
|
October 31,
|
||||||
|
2018
|
|
2017
|
||||
|
(In thousands)
|
||||||
Raw materials
|
$
|
41,584
|
|
|
$
|
50,472
|
|
Finished goods and work in process
|
31,727
|
|
|
40,087
|
|
||
Supplies and other
|
1,794
|
|
|
2,655
|
|
||
Total
|
$
|
75,105
|
|
|
$
|
93,214
|
|
Less: Inventory reserves
|
5,740
|
|
|
5,685
|
|
||
Inventories, net
|
$
|
69,365
|
|
|
$
|
87,529
|
|
|
Year Ended October 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
|
(In thousands)
|
||||||||||
Beginning balance as of November 1, 2017, 2016 and 2015, respectively
|
$
|
5,685
|
|
|
$
|
4,994
|
|
|
$
|
8,106
|
|
Charged to cost of sales
|
1,501
|
|
|
1,296
|
|
|
8
|
|
|||
Write-offs
|
(1,415
|
)
|
|
(661
|
)
|
|
(3,048
|
)
|
|||
Other
|
(31
|
)
|
|
56
|
|
|
(72
|
)
|
|||
Balance as of October 31,
|
$
|
5,740
|
|
|
$
|
5,685
|
|
|
$
|
4,994
|
|
|
October 31,
|
||||||
|
2018
|
|
2017
|
||||
|
(In thousands)
|
||||||
Land and land improvements
|
$
|
10,366
|
|
|
$
|
10,491
|
|
Buildings and building improvements
|
98,212
|
|
|
96,622
|
|
||
Machinery and equipment
|
371,106
|
|
|
354,197
|
|
||
Construction in progress
|
10,293
|
|
|
13,868
|
|
||
Property, plant and equipment, gross
|
489,977
|
|
|
475,178
|
|
||
Less: Accumulated depreciation
|
288,607
|
|
|
264,047
|
|
||
Property, plant and equipment, net
|
$
|
201,370
|
|
|
$
|
211,131
|
|
|
Year Ended October 31,
|
||||||
|
2018
|
|
2017
|
||||
|
(In thousands)
|
||||||
Beginning balance as of November 1, 2017 and 2016
|
$
|
222,194
|
|
|
$
|
217,035
|
|
Foreign currency translation adjustment
|
(2,567
|
)
|
|
5,159
|
|
||
Balance as of October 31,
|
$
|
219,627
|
|
|
$
|
222,194
|
|
|
October 31, 2018
|
|
October 31, 2018
|
|
October 31, 2017
|
||||||||||||
|
Remaining Weighted Average Useful Life
|
|
Gross Carrying
Amount
|
|
Accumulated
Amortization
|
|
Gross Carrying
Amount
|
|
Accumulated
Amortization
|
||||||||
|
|
|
(In thousands)
|
||||||||||||||
Customer relationships
|
11 years
|
|
$
|
153,704
|
|
|
$
|
59,332
|
|
|
$
|
155,230
|
|
|
$
|
48,479
|
|
Trademarks and trade names
|
11 years
|
|
55,583
|
|
|
32,668
|
|
|
56,058
|
|
|
29,509
|
|
||||
Patents and other technology
|
3 years
|
|
22,278
|
|
|
17,646
|
|
|
22,624
|
|
|
16,146
|
|
||||
Total
|
|
|
$
|
231,565
|
|
|
$
|
109,646
|
|
|
$
|
233,912
|
|
|
$
|
94,134
|
|
|
Estimated
Amortization Expense
|
||
2019
|
$
|
15,282
|
|
2020
|
14,226
|
|
|
2021
|
12,506
|
|
|
2022
|
11,883
|
|
|
2023
|
11,136
|
|
|
Thereafter
|
56,886
|
|
|
Total
|
$
|
121,919
|
|
|
October 31,
|
||||||
|
2018
|
|
2017
|
||||
|
(In thousands)
|
||||||
Payroll, payroll taxes and employee benefits
|
$
|
28,202
|
|
|
$
|
16,733
|
|
Accrued insurance and workers compensation
|
3,095
|
|
|
3,591
|
|
||
Sales allowances
|
6,514
|
|
|
9,070
|
|
||
Deferred compensation (current portion)
|
153
|
|
|
669
|
|
||
Deferred revenue
|
287
|
|
|
625
|
|
||
Warranties
|
148
|
|
|
168
|
|
||
Audit, legal, and other professional fees
|
2,170
|
|
|
2,096
|
|
||
Accrued taxes
|
2,286
|
|
|
2,656
|
|
||
Other
|
3,113
|
|
|
3,263
|
|
||
Accrued liabilities
|
$
|
45,968
|
|
|
$
|
38,871
|
|
|
October 31,
|
||||||
|
2018
|
|
2017
|
||||
|
(In thousands)
|
||||||
Revolving Credit Facility
|
$
|
195,000
|
|
|
$
|
84,000
|
|
Term Loan A
|
—
|
|
|
138,750
|
|
||
Capital lease obligations
|
17,043
|
|
|
18,764
|
|
||
Unamortized deferred financing fees
|
$
|
(1,487
|
)
|
|
$
|
(2,088
|
)
|
Total debt
|
$
|
210,556
|
|
|
$
|
239,426
|
|
Less: Current maturities of long-term debt
|
1,224
|
|
|
21,242
|
|
||
Long-term debt
|
$
|
209,332
|
|
|
$
|
218,184
|
|
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
|
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%
|
|
1.25%
|
|
0.25%
|
II
|
|
Greater than 1.50 to 1.00, but less than or equal to 2.25 to 1.00
|
|
0.225%
|
|
1.50%
|
|
0.50%
|
III
|
|
Greater than 2.25 to 1.00, but less than or equal to 3.00 to 1.00
|
|
0.250%
|
|
1.75%
|
|
0.75%
|
IV
|
|
Greater than 3.00 to 1.00
|
|
0.300%
|
|
2.00%
|
|
1.00%
|
|
Revolving Credit Facility
|
|
Capital Leases and Other Obligations
|
|
Aggregate Maturities
|
||||||
2019
|
$
|
—
|
|
|
$
|
1,523
|
|
|
$
|
1,523
|
|
2020
|
—
|
|
|
1,076
|
|
|
1,076
|
|
|||
2021
|
—
|
|
|
884
|
|
|
884
|
|
|||
2022
|
—
|
|
|
876
|
|
|
876
|
|
|||
2023
|
195,000
|
|
|
807
|
|
|
195,807
|
|
|||
Thereafter
|
—
|
|
|
11,877
|
|
|
11,877
|
|
|||
Total
|
$
|
195,000
|
|
|
$
|
17,043
|
|
|
$
|
212,043
|
|
|
October 31,
|
||||||
|
2018
|
|
2017
|
||||
Change in Benefit Obligation:
|
(In thousands)
|
||||||
Beginning balance as of November 1, 2017 and 2016, respectively
|
$
|
38,323
|
|
|
$
|
36,892
|
|
Service cost
|
3,908
|
|
|
3,794
|
|
||
Interest cost
|
1,130
|
|
|
859
|
|
||
Actuarial gain
|
(4,296
|
)
|
|
(318
|
)
|
||
Benefits paid
|
(2,551
|
)
|
|
(2,263
|
)
|
||
Administrative expenses
|
(555
|
)
|
|
(641
|
)
|
||
Projected benefit obligation at October 31,
|
$
|
35,959
|
|
|
$
|
38,323
|
|
Change in Plan Assets:
|
|
|
|
||||
Beginning balance as of November 1, 2017 and 2016, respectively
|
$
|
34,340
|
|
|
$
|
29,210
|
|
Actual return on plan assets
|
66
|
|
|
4,434
|
|
||
Employer contributions
|
764
|
|
|
3,600
|
|
||
Benefits paid
|
(2,551
|
)
|
|
(2,263
|
)
|
||
Administrative expenses
|
(555
|
)
|
|
(641
|
)
|
||
Fair value of plan assets at October 31,
|
$
|
32,064
|
|
|
$
|
34,340
|
|
Non current liability - Funded Status
|
$
|
(3,895
|
)
|
|
$
|
(3,983
|
)
|
|
Year Ended October 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
|
(In thousands)
|
||||||||||
Service cost
|
$
|
3,908
|
|
|
$
|
3,794
|
|
|
$
|
3,712
|
|
Interest cost
|
1,130
|
|
|
859
|
|
|
828
|
|
|||
Expected return on plan assets
|
(2,172
|
)
|
|
(1,863
|
)
|
|
(1,617
|
)
|
|||
Amortization of net loss
|
64
|
|
|
574
|
|
|
384
|
|
|||
Net periodic benefit cost
|
$
|
2,930
|
|
|
$
|
3,364
|
|
|
$
|
3,307
|
|
|
Year Ended October 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
|
(In thousands)
|
||||||||||
Net (gain) loss arising during the period
|
$
|
(2,189
|
)
|
|
$
|
(2,888
|
)
|
|
$
|
3,556
|
|
Less: Amortization of net loss
|
$
|
64
|
|
|
$
|
574
|
|
|
$
|
384
|
|
Total recognized in other comprehensive loss
|
$
|
(2,253
|
)
|
|
$
|
(3,462
|
)
|
|
$
|
3,172
|
|
|
For the Year Ended October 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
|
2018
|
|
2017
|
|
2016
|
Weighted Average Assumptions:
|
Benefit Obligation
|
|
Net Periodic Benefit Cost
|
||||||||
Discount rate
|
4.44%
|
|
3.68%
|
|
3.41%
|
|
4.44%
|
|
3.66%
|
|
3.92%
|
Rate of compensation increase
|
3.00%
|
|
3.00%
|
|
3.00%
|
|
3.00%
|
|
3.00%
|
|
3.00%
|
Expected return on plan assets
|
n/a
|
|
n/a
|
|
n/a
|
|
6.50%
|
|
6.50%
|
|
6.50%
|
|
Target Allocation
|
|
Actual Allocation
|
|||||
|
October 31, 2018
|
|
October 31, 2018
|
|
October 31, 2017
|
|||
Equity securities
|
60.0
|
%
|
|
61.0
|
%
|
|
60.0
|
%
|
Fixed income
|
40.0
|
%
|
|
39.0
|
%
|
|
40.0
|
%
|
|
Fair Value Measurements at
|
||||||
|
October 31, 2018
|
|
October 31, 2017
|
||||
|
(In thousands)
|
||||||
Money market fund
|
$
|
597
|
|
|
$
|
204
|
|
|
|
|
|
||||
Large capitalization
|
$
|
8,362
|
|
|
$
|
10,972
|
|
Small capitalization
|
2,559
|
|
|
4,102
|
|
||
International equity
|
6,385
|
|
|
3,756
|
|
||
Other
|
1,913
|
|
|
1,695
|
|
||
Equity securities
|
$
|
19,219
|
|
|
$
|
20,525
|
|
|
|
|
|
||||
High-quality core bond
|
$
|
9,736
|
|
|
$
|
6,801
|
|
High-quality government bond
|
1,251
|
|
|
3,407
|
|
||
High-yield bond
|
1,261
|
|
|
3,403
|
|
||
Fixed income
|
$
|
12,248
|
|
|
$
|
13,611
|
|
Total securities
(1)
|
$
|
32,064
|
|
|
$
|
34,340
|
|
(1)
|
Quoted prices in active markets for identical assets (Level 1).
|
|
Pension Benefits
|
||
2019
|
$
|
2,488
|
|
2020
|
2,516
|
|
|
2021
|
2,724
|
|
|
2022
|
2,898
|
|
|
2023
|
3,031
|
|
|
2024 - 2028
|
16,304
|
|
|
Total
|
$
|
29,961
|
|
|
October 31, 2018
|
|
October 31, 2017
|
||||
|
(In thousands)
|
||||||
Accrued liabilities
|
$
|
49
|
|
|
$
|
49
|
|
Deferred pension and postretirement benefits
|
323
|
|
|
450
|
|
||
Total
|
$
|
372
|
|
|
$
|
499
|
|
|
Year Ended October 31,
|
||||||
|
2018
|
|
2017
|
||||
|
(In thousands)
|
||||||
Beginning balance as of November 1, 2017, and 2016, respectively
|
$
|
323
|
|
|
$
|
446
|
|
Provision for warranty expense
|
4
|
|
|
41
|
|
||
Change in accrual for preexisting warranties
|
(16
|
)
|
|
(121
|
)
|
||
Warranty costs paid
|
(16
|
)
|
|
(43
|
)
|
||
Total accrued warranty
|
$
|
295
|
|
|
$
|
323
|
|
Less: Current portion of accrued warranty
|
148
|
|
|
168
|
|
||
Long-term portion at October 31,
|
$
|
147
|
|
|
$
|
155
|
|
|
Year Ended October 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
|
(In thousands)
|
||||||||||
Current
|
|
|
|
|
|
||||||
Federal
|
$
|
983
|
|
|
$
|
1,991
|
|
|
$
|
1,309
|
|
State and local
|
417
|
|
|
873
|
|
|
154
|
|
|||
Non-United States
|
3,356
|
|
|
4,067
|
|
|
3,241
|
|
|||
Total current
|
4,756
|
|
|
6,931
|
|
|
4,704
|
|
|||
Deferred
|
|
|
|
|
|
||||||
Federal
|
(5,903
|
)
|
|
1,860
|
|
|
(5,932
|
)
|
|||
State and local
|
670
|
|
|
(450
|
)
|
|
(712
|
)
|
|||
Non-United States
|
(398
|
)
|
|
(1,522
|
)
|
|
(1,825
|
)
|
|||
Total deferred
|
(5,631
|
)
|
|
(112
|
)
|
|
(8,469
|
)
|
|||
Total income tax (benefit) expense
|
$
|
(875
|
)
|
|
$
|
6,819
|
|
|
$
|
(3,765
|
)
|
|
Year Ended October 31,
|
|||||||
|
2018
|
|
2017
|
|
2016
|
|||
United States tax at statutory rate
|
23.3
|
%
|
|
35.0
|
%
|
|
35.0
|
%
|
State and local income tax
|
3.4
|
|
|
1.7
|
|
|
7.4
|
|
Non-United States income tax
|
(1.6
|
)
|
|
(9.1
|
)
|
|
32.0
|
|
Deferred rate impact
|
—
|
|
|
(4.1
|
)
|
|
15.2
|
|
General business credits
|
(0.4
|
)
|
|
(0.5
|
)
|
|
6.4
|
|
Transaction costs
|
—
|
|
|
—
|
|
|
(17.0
|
)
|
Change in valuation allowance
|
(0.1
|
)
|
|
(0.6
|
)
|
|
(0.9
|
)
|
Other permanent differences
|
(0.3
|
)
|
|
3.3
|
|
|
(5.8
|
)
|
Deferred rate impact of enactment of tax reform
|
(30.5
|
)
|
|
—
|
|
|
—
|
|
Tax impact of stock based compensation
|
(0.5
|
)
|
|
—
|
|
|
—
|
|
Impact of deemed repatriation
|
4.8
|
|
|
—
|
|
|
—
|
|
Return to actual adjustments
|
(1.5
|
)
|
|
1.0
|
|
|
(5.4
|
)
|
Effective tax rate
|
(3.4
|
)%
|
|
26.7
|
%
|
|
66.9
|
%
|
|
October 31,
|
||||||
|
2018
|
|
2017
|
||||
|
(In thousands)
|
||||||
Deferred tax assets:
|
|
|
|
||||
Employee benefit obligations
|
$
|
9,910
|
|
|
$
|
12,731
|
|
Accrued liabilities and reserves
|
1,609
|
|
|
2,409
|
|
||
Pension and other benefit obligations
|
1,872
|
|
|
2,968
|
|
||
Inventory
|
843
|
|
|
1,614
|
|
||
Loss and tax credit carry forwards
|
3,716
|
|
|
8,098
|
|
||
Other
|
119
|
|
|
194
|
|
||
Total gross deferred tax assets
|
18,069
|
|
|
28,014
|
|
||
Less: Valuation allowance
|
1,275
|
|
|
1,304
|
|
||
Total deferred tax assets, net of valuation allowance
|
16,794
|
|
|
26,710
|
|
||
Deferred tax liabilities:
|
|
|
|
||||
Property, plant and equipment
|
10,577
|
|
|
16,128
|
|
||
Goodwill and intangibles
|
23,432
|
|
|
32,542
|
|
||
Total deferred tax liabilities
|
34,009
|
|
|
48,670
|
|
||
|
|
|
|
||||
Net deferred tax liabilities
|
$
|
17,215
|
|
|
$
|
21,960
|
|
|
|
Unrecognized
Income Tax Benefits
|
||
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
|
|
Additions for tax positions related to the current year
|
|
—
|
|
|
Additions for tax positions related to the prior year
|
|
12
|
|
|
Balance at October 31, 2017
|
|
$
|
591
|
|
Additions for tax positions related to the current year
|
|
—
|
|
|
Additions for tax positions related to the prior year
|
|
15
|
|
|
Balance at October 31, 2018
|
|
$
|
606
|
|
|
Operating
Leases
|
||
2019
|
$
|
8,407
|
|
2020
|
6,776
|
|
|
2021
|
5,376
|
|
|
2022
|
4,528
|
|
|
2023
|
4,290
|
|
|
Thereafter
|
20,274
|
|
|
Total
|
$
|
49,651
|
|
|
|
Year Ended October 31,
|
||||||||||
Derivatives Not Designated as Hedging Instruments
|
Location of (Loss) or Gain:
|
2018
|
|
2017
|
|
2016
|
||||||
Foreign currency derivatives
|
Other, net
|
$
|
(11
|
)
|
|
$
|
(88
|
)
|
|
$
|
77
|
|
|
|
Notional as indicated
|
|
Fair Value in $
|
||||||||||
|
|
October 31,
2018 |
|
October 31,
2017 |
|
October 31,
2018 |
|
October 31,
2017 |
||||||
Foreign currency derivatives:
|
|
|
|
|
|
|
|
|
||||||
Buy EUR, Sell USD
|
EUR
|
455
|
|
|
1,271
|
|
|
$
|
1
|
|
|
$
|
24
|
|
Sell CAD, Buy USD
|
CAD
|
229
|
|
|
320
|
|
|
—
|
|
|
1
|
|
||
Sell GBP, Buy USD
|
GBP
|
22
|
|
|
75
|
|
|
—
|
|
|
—
|
|
||
Buy EUR, Sell GBP
|
EUR
|
34
|
|
|
30
|
|
|
—
|
|
|
(1
|
)
|
||
Buy USD, Sell EUR
|
USD
|
12
|
|
|
—
|
|
|
—
|
|
|
—
|
|
•
|
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.
|
|
Restricted Stock Awards
|
|
Weighted Average
Grant Date Fair Value per Share
|
|||
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
|
|
|
Granted
|
93,800
|
|
|
19.46
|
|
|
Vested
|
(73,100
|
)
|
|
17.67
|
|
|
Forfeited
|
(3,100
|
)
|
|
19.65
|
|
|
Non-vested at October 31, 2017
|
284,300
|
|
|
19.66
|
|
|
Granted
|
73,400
|
|
|
20.70
|
|
|
Vested
|
(111,800
|
)
|
|
20.16
|
|
|
Forfeited
|
(28,700
|
)
|
|
19.66
|
|
|
Non-vested at October 31, 2018
|
217,200
|
|
|
$
|
19.76
|
|
•
|
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,
|
||
|
2017
|
|
2016
|
Weighted-average expected volatility
|
34.7%
|
|
37.1%
|
Weighted-average expected term (in years)
|
5.7
|
|
5.4
|
Risk-free interest rate
|
2.0%
|
|
1.7%
|
Expected dividend yield over expected term
|
1.0%
|
|
1.0%
|
Weighted average grant date fair value
|
$6.25
|
|
$6.32
|
|
Stock Options
|
|
Weighted Average
Exercise Price
|
|
Weighted Average
Remaining Contractual
Term (in years)
|
|
Aggregate
Intrinsic
Value (000s)
|
|||||
Outstanding at October 31, 2015
|
2,352,188
|
|
|
$
|
16.46
|
|
|
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
|
|
|
Granted
|
292,600
|
|
|
19.45
|
|
|
|
|
|
|||
Exercised
|
(507,660
|
)
|
|
15.67
|
|
|
|
|
|
|||
Forfeited/Expired
|
(18,402
|
)
|
|
19.90
|
|
|
|
|
|
|||
Outstanding at October 31, 2017
|
2,152,758
|
|
|
17.44
|
|
|
5.2
|
|
$
|
9,700
|
|
|
Granted
|
—
|
|
|
—
|
|
|
|
|
|
|||
Exercised
|
(377,218
|
)
|
|
12.58
|
|
|
|
|
|
|||
Forfeited/Expired
|
(21,884
|
)
|
|
19.28
|
|
|
|
|
|
|||
Outstanding at October 31, 2018
|
1,753,656
|
|
|
18.47
|
|
|
5.0
|
|
$
|
51
|
|
|
Vested or expected to vest at October 31, 2018
|
1,753,656
|
|
|
18.47
|
|
|
5.0
|
|
$
|
51
|
|
|
Exercisable at October 31, 2018
|
1,477,746
|
|
|
$
|
18.30
|
|
|
4.4
|
|
$
|
51
|
|
|
Grant Date Fair Value
|
||||||||||||
Grant Date
|
Shares Awarded
|
|
EPS
|
|
R-TSR
|
|
Forfeited
|
||||||
December 2, 2015
|
158,100
|
|
|
$
|
19.31
|
|
|
$
|
23.72
|
|
|
18,936
|
|
January 25, 2016
|
4,300
|
|
|
17.46
|
|
|
26.65
|
|
|
—
|
|
||
November 30, 2016
|
186,500
|
|
|
19.45
|
|
|
26.61
|
|
|
17,940
|
|
||
December 7, 2017
|
146,500
|
|
|
$
|
20.70
|
|
|
$
|
21.81
|
|
|
12,848
|
|
Vesting Level
|
|
Vesting Criteria
|
|
Percentage of Award Vested
|
Level 1
|
|
A-TSR greater than or equal to 50%
|
|
150%
|
Level 2
|
|
A-TSR less than 50% and greater than or equal to 20%
|
|
100%
|
Level 3
|
|
A-TSR less than 20% and greater than or equal to -20%
|
|
50%
|
Level 4
|
|
A-TSR less than -20%
|
|
—%
|
|
Year Ended October 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
Restricted stock awards
|
$
|
1,462
|
|
|
$
|
1,810
|
|
|
$
|
1,911
|
|
Stock options
|
467
|
|
|
1,820
|
|
|
2,486
|
|
|||
Restricted stock units
|
(364
|
)
|
|
855
|
|
|
161
|
|
|||
Performance share awards
|
(944
|
)
|
|
3,001
|
|
|
2,703
|
|
|||
Performance restricted stock units
|
401
|
|
|
—
|
|
|
—
|
|
|||
Total compensation expense
|
1,022
|
|
|
7,486
|
|
|
7,261
|
|
|||
Income tax effect
|
(35
|
)
|
|
1,999
|
|
|
4,858
|
|
|||
Net compensation expense
|
$
|
1,057
|
|
|
$
|
5,487
|
|
|
$
|
2,403
|
|
|
Year Ended October 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
Foreign currency transaction gains (losses)
|
$
|
113
|
|
|
$
|
713
|
|
|
$
|
(5,457
|
)
|
Foreign currency exchange derivative (losses) gains
|
(11
|
)
|
|
(88
|
)
|
|
77
|
|
|||
Interest income
|
69
|
|
|
86
|
|
|
106
|
|
|||
Other
|
7
|
|
|
19
|
|
|
(205
|
)
|
|||
Other income (expense)
|
$
|
178
|
|
|
$
|
730
|
|
|
$
|
(5,479
|
)
|
|
NA Eng. Comp.
|
|
EU Eng. Comp.
|
|
NA Cabinet Comp.
|
|
Unallocated Corp. & Other
|
|
Total
|
||||||||||
Year Ended October 31, 2018
|
|
|
|
|
|
|
|
|
|
||||||||||
Net sales
|
$
|
485,366
|
|
|
$
|
159,973
|
|
|
$
|
249,813
|
|
|
$
|
(5,367
|
)
|
|
$
|
889,785
|
|
Depreciation and amortization
|
27,248
|
|
|
9,607
|
|
|
14,401
|
|
|
566
|
|
|
51,822
|
|
|||||
Operating income (loss)
|
31,484
|
|
|
12,702
|
|
|
3,248
|
|
|
(11,059
|
)
|
|
36,375
|
|
|||||
Capital expenditures
|
13,929
|
|
|
5,450
|
|
|
6,965
|
|
|
140
|
|
|
26,484
|
|
|||||
Total assets
|
$
|
239,915
|
|
|
$
|
214,704
|
|
|
$
|
272,313
|
|
|
$
|
14,917
|
|
|
$
|
741,849
|
|
Year Ended October 31, 2017
|
|
|
|
|
|
|
|
|
|
||||||||||
Net sales
|
$
|
474,878
|
|
|
$
|
147,963
|
|
|
$
|
248,808
|
|
|
$
|
(5,094
|
)
|
|
$
|
866,555
|
|
Depreciation and amortization
|
34,308
|
|
|
8,833
|
|
|
13,811
|
|
|
543
|
|
|
57,495
|
|
|||||
Operating income (loss)
|
26,311
|
|
|
13,673
|
|
|
4,128
|
|
|
(9,745
|
)
|
|
34,367
|
|
|||||
Capital expenditures
|
18,822
|
|
|
7,841
|
|
|
7,349
|
|
|
552
|
|
|
34,564
|
|
|||||
Total assets
|
$
|
258,315
|
|
|
$
|
219,622
|
|
|
$
|
285,457
|
|
|
$
|
10,485
|
|
|
$
|
773,879
|
|
Year Ended October 31, 2016
|
|
|
|
|
|
|
|
|
|
||||||||||
Net sales
|
$
|
538,249
|
|
|
$
|
150,203
|
|
|
$
|
248,119
|
|
|
$
|
(8,387
|
)
|
|
$
|
928,184
|
|
Depreciation and amortization
|
29,793
|
|
|
9,339
|
|
|
13,453
|
|
|
561
|
|
|
53,146
|
|
|||||
Operating income (loss)
|
34,229
|
|
|
13,225
|
|
|
5,475
|
|
|
(16,576
|
)
|
|
36,353
|
|
|||||
Capital expenditures
|
$
|
22,114
|
|
|
$
|
6,141
|
|
|
$
|
8,709
|
|
|
$
|
279
|
|
|
$
|
37,243
|
|
|
NA Eng. Comp.
|
|
EU Eng. Comp.
|
|
NA Cabinet Comp.
|
|
Unallocated Corp. & Other
|
|
Total
|
||||||||||
Balance as of October 31, 2016
|
$
|
38,712
|
|
|
$
|
64,576
|
|
|
$
|
113,747
|
|
|
$
|
—
|
|
|
$
|
217,035
|
|
Foreign currency translation adjustment
|
—
|
|
|
5,159
|
|
|
—
|
|
|
—
|
|
|
5,159
|
|
|||||
Balance as of October 31, 2017
|
$
|
38,712
|
|
|
$
|
69,735
|
|
|
$
|
113,747
|
|
|
$
|
—
|
|
|
$
|
222,194
|
|
Foreign currency translation adjustment
|
—
|
|
|
(2,567
|
)
|
|
—
|
|
|
—
|
|
|
(2,567
|
)
|
|||||
Balance as of October 31, 2018
|
$
|
38,712
|
|
|
$
|
67,168
|
|
|
$
|
113,747
|
|
|
$
|
—
|
|
|
$
|
219,627
|
|
|
Year Ended October 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
|
(in thousands)
|
||||||||||
Operating income
|
$
|
36,375
|
|
|
$
|
34,367
|
|
|
$
|
36,353
|
|
Interest expense
|
(11,100
|
)
|
|
(9,595
|
)
|
|
(36,498
|
)
|
|||
Other, net
|
178
|
|
|
730
|
|
|
(5,479
|
)
|
|||
Income tax benefit (expense)
|
875
|
|
|
(6,819
|
)
|
|
3,765
|
|
|||
Income (loss) from continuing operations
|
$
|
26,328
|
|
|
$
|
18,683
|
|
|
$
|
(1,859
|
)
|
|
Year Ended October 31,
|
||||||||||
Net Sales:
|
2018
|
|
2017
|
|
2016
|
||||||
United States
|
$
|
676,776
|
|
|
$
|
667,063
|
|
|
$
|
724,045
|
|
Europe
|
159,652
|
|
|
148,370
|
|
|
150,710
|
|
|||
Canada
|
23,610
|
|
|
24,442
|
|
|
24,141
|
|
|||
Asia
|
18,584
|
|
|
17,028
|
|
|
20,404
|
|
|||
Other foreign countries
|
11,163
|
|
|
9,652
|
|
|
8,884
|
|
|||
Total net sales
|
$
|
889,785
|
|
|
$
|
866,555
|
|
|
$
|
928,184
|
|
|
Year Ended October 31,
|
||||||
Long-lived assets, net
|
2018
|
|
2017
|
||||
United States
|
$
|
384,595
|
|
|
$
|
404,732
|
|
Germany
|
16,507
|
|
|
20,052
|
|
||
United Kingdom
|
141,814
|
|
|
148,319
|
|
||
Total long-lived assets, net
|
$
|
542,916
|
|
|
$
|
573,103
|
|
|
Year Ended October 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
|
(in thousands)
|
||||||||||
NA Engineered Components:
|
|
|
|
|
|
||||||
United States - fenestration
|
$
|
412,000
|
|
|
$
|
399,694
|
|
|
$
|
444,571
|
|
International - fenestration
|
39,309
|
|
|
34,279
|
|
|
38,439
|
|
|||
United States - non-fenestration
|
18,211
|
|
|
25,263
|
|
|
36,986
|
|
|||
International - non-fenestration
|
15,846
|
|
|
15,642
|
|
|
18,253
|
|
|||
|
$
|
485,366
|
|
|
$
|
474,878
|
|
|
$
|
538,249
|
|
EU Engineered Components:
|
|
|
|
|
|
||||||
United States - fenestration
|
$
|
—
|
|
|
$
|
303
|
|
|
$
|
412
|
|
International - fenestration
|
135,415
|
|
|
129,140
|
|
|
134,631
|
|
|||
International - non-fenestration
|
24,558
|
|
|
18,520
|
|
|
15,160
|
|
|||
|
$
|
159,973
|
|
|
$
|
147,963
|
|
|
$
|
150,203
|
|
NA Cabinet Components:
|
|
|
|
|
|
||||||
United States - fenestration
|
$
|
14,596
|
|
|
$
|
17,083
|
|
|
$
|
21,779
|
|
United States - non-fenestration
|
232,990
|
|
|
229,550
|
|
|
223,664
|
|
|||
International - non-fenestration
|
2,227
|
|
|
2,175
|
|
|
2,676
|
|
|||
|
$
|
249,813
|
|
|
$
|
248,808
|
|
|
$
|
248,119
|
|
Unallocated Corporate & Other
|
|
|
|
|
|
||||||
Eliminations
|
$
|
(5,367
|
)
|
|
$
|
(5,094
|
)
|
|
$
|
(8,387
|
)
|
|
$
|
(5,367
|
)
|
|
$
|
(5,094
|
)
|
|
$
|
(8,387
|
)
|
Net sales
|
$
|
889,785
|
|
|
$
|
866,555
|
|
|
$
|
928,184
|
|
|
Year Ended October 31, 2018
|
|
Year Ended October 31, 2017
|
||||||||||||||||||
|
Net Income from Continuing Operations
|
|
Weighted Average Shares
|
|
Per Share
|
|
Net Income from Continuing Operations
|
|
Weighted Average Shares
|
|
Per Share
|
||||||||||
Basic earnings per common share
|
$
|
26,328
|
|
|
34,701
|
|
|
$
|
0.76
|
|
|
$
|
18,683
|
|
|
34,230
|
|
|
$
|
0.55
|
|
Effect of dilutive securities:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Stock options
|
—
|
|
|
198
|
|
|
|
|
—
|
|
|
446
|
|
|
|
||||||
Restricted stock
|
—
|
|
|
126
|
|
|
|
|
—
|
|
|
138
|
|
|
|
||||||
Performance shares
|
—
|
|
|
—
|
|
|
|
|
—
|
|
|
23
|
|
|
|
||||||
Diluted earnings per common share
|
$
|
26,328
|
|
|
35,025
|
|
|
$
|
0.75
|
|
|
$
|
18,683
|
|
|
34,837
|
|
|
$
|
0.54
|
|
For the Quarter Ended
|
January 31, 2018
|
|
April 30, 2018
|
|
July 31, 2018
|
|
October 31, 2018
|
||||||||
Net sales
|
$
|
191,666
|
|
|
$
|
214,212
|
|
|
$
|
239,821
|
|
|
$
|
244,086
|
|
Cost of sales (excluding depreciation and amortization)
|
154,440
|
|
|
168,741
|
|
|
185,610
|
|
|
187,776
|
|
||||
Depreciation and amortization
|
13,273
|
|
|
13,310
|
|
|
12,691
|
|
|
12,548
|
|
||||
Operating (loss) income
|
(489
|
)
|
|
8,136
|
|
|
17,087
|
|
|
11,641
|
|
||||
Net income
|
$
|
4,947
|
|
|
$
|
4,136
|
|
|
$
|
10,753
|
|
|
$
|
6,492
|
|
Basic earnings per share
|
0.14
|
|
|
0.12
|
|
|
0.31
|
|
|
0.19
|
|
||||
Diluted earnings per share
|
0.14
|
|
|
0.12
|
|
|
0.31
|
|
|
0.19
|
|
||||
Cash dividends paid per common share
|
$
|
0.04
|
|
|
$
|
0.04
|
|
|
$
|
0.04
|
|
|
$
|
0.08
|
|
For the Quarter Ended
|
January 31, 2017
|
|
April 30, 2017
|
|
July 31, 2017
|
|
October 31, 2017
|
||||||||
Net sales
|
$
|
195,096
|
|
|
$
|
209,133
|
|
|
$
|
229,367
|
|
|
$
|
232,959
|
|
Cost of sales (excluding depreciation and amortization)
|
154,947
|
|
|
162,132
|
|
|
176,758
|
|
|
178,325
|
|
||||
Depreciation and amortization
|
15,406
|
|
|
14,380
|
|
|
13,915
|
|
|
13,794
|
|
||||
Operating (loss) income
|
(3,841
|
)
|
|
4,625
|
|
|
17,352
|
|
|
16,231
|
|
||||
Net (loss) income
|
$
|
(3,726
|
)
|
|
$
|
1,462
|
|
|
$
|
10,215
|
|
|
$
|
10,732
|
|
Basic (loss) earnings per share
|
(0.11
|
)
|
|
0.04
|
|
|
0.30
|
|
|
0.31
|
|
||||
Diluted (loss) earnings per share
|
(0.11
|
)
|
|
0.04
|
|
|
0.29
|
|
|
0.31
|
|
||||
Cash dividends paid per common share
|
$
|
0.04
|
|
|
$
|
0.04
|
|
|
$
|
0.04
|
|
|
$
|
0.04
|
|
•
|
Excess tax benefits or deficiencies for share-based payments are to be recorded in the income tax provision, rather than as an adjustment to additional paid-in-capital. We made this change on a prospective basis;
|
•
|
Cash flows related to excess tax benefits or deficiencies are included in net cash provided by operating activities rather than as a financing activity. We adopted this change retrospectively, which resulted in an increase to net cash provided by operating activities and a corresponding decrease to net cash provided by financing activities of
$0.2 million
and
$0.1 million
for the years ended October 31, 2017 and 2016, respectively;
|
•
|
Cash paid to taxing authorities when withholding shares from an employee’s vesting or exercise of equity-based compensation awards for tax-withholding purposes is to be classified as net cash used in financing activities rather than as an operating activity. We adopted this change retrospectively, which resulted in an increase to net cash provided by operating activities and a corresponding decrease to net cash provided by financing activities of
$1.0 million
and
$0.8 million
for the years ended October 31, 2017 and 2016, respectively;
|
•
|
We elected to continue to withhold shares associated with stock-based compensation vesting or exercises to satisfy the minimum statutory tax withholding requirements, rather than electing to withhold at a higher rate; and
|
•
|
We elected to continue to estimate forfeitures rather than account for forfeitures as they occur.
|
|
|
|
QUANEX BUILDING PRODUCTS CORPORATION
|
|
|
|
|
Date:
|
December 11, 2018
|
|
/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 11, 2018
|
William C. Griffiths
|
|
President and Chief Executive Officer
|
|
|
|
|
|
|
|
/s/ Susan F. Davis
|
|
Director
|
|
December 11, 2018
|
Susan F. Davis
|
|
|
|
|
|
|
|
|
|
/s/ LeRoy D. Nosbaum
|
|
Director
|
|
December 11, 2018
|
LeRoy D. Nosbaum
|
|
|
|
|
|
|
|
|
|
/s/ Joseph D. Rupp
|
|
Director
|
|
December 11, 2018
|
Joseph D. Rupp
|
|
|
|
|
|
|
|
|
|
/s/ Curtis M. Stevens
|
|
Director
|
|
December 11, 2018
|
Curtis M. Stevens
|
|
|
|
|
|
|
|
|
|
/s/ Robert R. Buck
|
|
Director
|
|
December 11, 2018
|
Robert R. Buck
|
|
|
|
|
|
|
|
|
|
/s/ Brent L. Korb
|
|
Senior Vice President—Finance and Chief Financial Officer
|
|
December 11, 2018
|
Brent L. Korb
|
|
(Principal Financial 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).
|
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*101.INS
|
|
XBRL Instance Document
|
|
|
|
*101.SCH
|
|
XBRL Taxonomy Extension Schema Document
|
|
|
|
*101.CAL
|
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
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*101.DEF
|
|
XBRL Taxonomy Extension Definition Linkbase Document
|
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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
|
1 Year Quanex Chart |
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