Document
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 
 ________________________________________________
FORM 10-Q
 ________________________________________________
(Mark One)
 
x
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended July 31, 2016
OR 
¨
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from            to            
Commission File Number 1-33913
  ________________________________________________
 QUANEX BUILDING PRODUCTS CORPORATION
(Exact name of registrant as specified in its charter)
  ________________________________________________ 
DELAWARE
 
26-1561397
(State or other jurisdiction of
incorporation or organization)
 
(I.R.S. Employer
Identification No.)
1800 West Loop South, Suite 1500, Houston, Texas 77027
(Address of principal executive offices and zip code)
Registrant’s telephone number, including area code: (713) 961-4600
  ________________________________________________
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  x    No  ¨
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (Section 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes  x    No  ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
 
Large accelerated filer
 
x
 
Accelerated filer
 
¨
Non-accelerated filer
 
o  (Do not check if a smaller reporting company)
 
Smaller reporting company
 
¨
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  ¨    No x
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date. 
Class
 
Outstanding at September 2, 2016
Common Stock, par value $0.01 per share
 
34,220,496
 


QUANEX BUILDING PRODUCTS CORPORATION

INDEX
 
PART I.
 
 
 
Item 1:
Financial Statements (Unaudited)
 
 
 
 
Condensed Consolidated Balance Sheets – July 31, 2016 and October 31, 2015
 
 
 
 
Condensed Consolidated Statements of Income (Loss) – Three and Nine Months Ended July 31, 2016 and 2015
 
 
 
 
Condensed Consolidated Statements of Comprehensive Income (Loss) - Three and Nine Months Ended July 31, 2016 and 2015
 
 
 
 
Condensed Consolidated Statements of Cash Flow – Nine Months Ended July 31, 2016 and 2015
 
 
 
 
 
 
 
 
 
 
 
Item 2:
 
 
 
Item 3:
 
 
 
Item 4:
 
 
PART II.
 
 
 
Item 1A:
Risk Factors
 
 
 
Item 6:

Table of Contents

PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
QUANEX BUILDING PRODUCTS CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited) 
 
July 31,
2016
 
October 31,
2015
 
(In thousands, except share 
amounts)
ASSETS
 
 
 
Current assets:
 
 
 
Cash and cash equivalents
$
32,183

 
$
23,125

Accounts receivable, net of allowance for doubtful accounts of $528 and $673
83,089

 
64,080

Inventories, net (Note 3)
92,251

 
63,029

Prepaid and other current assets
11,900

 
7,992

Total current assets
219,423

 
158,226

Property, plant and equipment, net of accumulated depreciation of $239,236 and $217,512
198,213

 
140,672

Deferred income taxes (Note 8)
—

 
8,783

Goodwill (Note 4)
234,522

 
129,770

Intangible assets, net (Note 4)
162,471

 
120,810

Other assets
6,865

 
7,989

Total assets
$
821,494

 
$
566,250

LIABILITIES AND STOCKHOLDERS' EQUITY
 
 
 
Current liabilities:
 
 
 
Accounts payable
$
48,816

 
$
47,778

Accrued liabilities
52,961

 
37,364

Income taxes payable (Note 8)
912

 
747

Current maturities of long-term debt (Note 5)
24,387

 
2,359

Total current liabilities
127,076

 
88,248

Long-term debt (Note 5)
277,680

 
54,501

Deferred pension and postretirement benefits (Note 6)
8,186

 
5,701

Deferred income taxes (Note 8)
21,758

 
—

Other liabilities
13,727

 
22,505

Total liabilities
448,427

 
170,955

Commitments and contingencies (Note 9)

 

Stockholders’ equity:
 
 
 
Preferred stock, no par value, shares authorized 1,000,000; issued and outstanding - none
—

 
—

Common stock, $0.01 par value, shares authorized 125,000,000; issued 37,560,249 and 37,609,563, respectively; outstanding 34,218,246 and 33,962,460, respectively
376

 
376

Additional paid-in-capital
253,039

 
250,937

Retained earnings
209,993

 
222,138

Accumulated other comprehensive loss
(27,932
)
 
(10,049
)
Less: Treasury stock at cost, 3,342,003 and 3,647,103 shares, respectively
(62,409
)
 
(68,107
)
Total stockholders’ equity
373,067

 
395,295

Total liabilities and stockholders' equity
$
821,494

 
$
566,250

The accompanying notes are an integral part of the financial statements.

1
Table of Contents

QUANEX BUILDING PRODUCTS CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF INCOME (LOSS)
(Unaudited)
 
 
Three Months Ended
 
Nine Months Ended
 
July 31,
 
July 31,
 
2016
 
2015
 
2016
 
2015
 
(In thousands, except per share amounts)
Net sales
$
248,085


$
180,206

 
$
679,013

 
$
450,069

Cost and expenses:
 
 
 
 
 
 
 
Cost of sales (excluding depreciation and amortization)
186,631


136,853

 
522,476

 
353,469

Selling, general and administrative
28,551


25,023

 
88,430

 
64,157

Depreciation and amortization
12,973


8,502

 
39,759

 
24,541

Operating income
19,930

 
9,828

 
28,348

 
7,902

Non-operating (expense) income:
 
 
 
 
 
 
 
Interest expense
(22,200
)

(338
)
 
(34,324
)
 
(624
)
Other, net
(2,523
)

566

 
(4,036
)
 
300

(Loss) income from continuing operations before income taxes
(4,793
)
 
10,056

 
(10,012
)
 
7,578

Income tax benefit (expense)
817


(3,585
)
 
2,722

 
(1,907
)
(Loss) income from continuing operations
(3,976
)
 
6,471

 
(7,290
)
 
5,671

Income from discontinued operations, net of tax of $0, $284, $0 and $299, respectively
—

 
456

 
—

 
479

Net (loss) income
$
(3,976
)
 
$
6,927

 
$
(7,290
)
 
$
6,150

 
 
 
 
 
 
 
 
Basic (loss) income per common share:
 
 
 
 
 
 
 
From continuing operations
$
(0.12
)
 
$
0.20

 
$
(0.22
)
 
$
0.17

From discontinued operations
—

 
0.01

 
—

 
0.01

(Loss) income per share, basic
$
(0.12
)
 
$
0.21

 
$
(0.22
)
 
$
0.18

 
 
 
 
 
 
 
 
Diluted (loss) income per common share:
 
 
 
 
 
 
 
From continuing operations
$
(0.12
)
 
$
0.19

 
$
(0.22
)
 
$
0.17

From discontinued operations
—

 
0.01

 
—

 
0.01

(Loss) income per share, diluted
$
(0.12
)
 
$
0.20

 
$
(0.22
)
 
$
0.18

 
 
 
 
 
 
 
 
Weighted-average common shares outstanding:
 
 
 
 
 
 
 
Basic
33,916

 
33,618

 
33,850

 
34,111

Diluted
33,916

 
34,142

 
33,850

 
34,626

 
 
 
 
 
 
 
 
Cash dividends per share
$
0.04

 
$
0.04

 
$
0.12

 
$
0.12


The accompanying notes are an integral part of the financial statements.


2
Table of Contents

QUANEX BUILDING PRODUCTS CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
(Unaudited)

 
Three Months Ended
 
Nine Months Ended
 
July 31,
 
July 31,
 
2016
 
2015
 
2016
 
2015
 
(In thousands)
Net (loss) income
$
(3,976
)
 
$
6,927

 
$
(7,290
)
 
$
6,150

Other comprehensive (loss) income:
 
 
 
 
 
 
 
Foreign currency translation adjustments (loss) gain (pretax)
(12,161
)
 
35

 
(17,883
)
 
(2,537
)
Change in pension from net unamortized gain tax benefit
—

 
—

 
—

 
70

Other comprehensive (loss) income, net of tax
(12,161
)
 
35

 
(17,883
)
 
(2,467
)
Comprehensive (loss) income
$
(16,137
)
 
$
6,962

 
$
(25,173
)
 
$
3,683


The accompanying notes are an integral part of the financial statements.


3
Table of Contents

QUANEX BUILDING PRODUCTS CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOW
(Unaudited)
 
 
Nine Months Ended
 
July 31,
 
2016
 
2015
 
(In thousands)
Operating activities:
 
 
 
Net (loss) income
$
(7,290
)
 
$
6,150

Adjustments to reconcile net (loss) income to cash provided by operating activities:
 
 
 
Depreciation and amortization
39,759

 
24,541

Stock-based compensation
4,587

 
3,391

Deferred income tax
(6,370
)
 
1,576

Excess tax benefit from share-based compensation
(134
)
 
(60
)
Noncash charge for deferred loan costs and debt discount
15,883

 
—

Gain on involuntary conversion
—

 
(1,263
)
Other, net
543

 
655

Changes in assets and liabilities, net of effects from acquisitions:
 
 
 
Decrease in accounts receivable
2,035

 
4,328

Increase in inventory
(1,530
)
 
(51
)
Increase in other current assets
(1,239
)
 
(1,568
)
Decrease in accounts payable
(2,092
)
 
(5,236
)
Decrease in accrued liabilities
(2,139
)
 
(5,606
)
Increase (decrease) in income taxes payable
2,990

 
(817
)
Increase in deferred pension and postretirement benefits
2,485

 
1,873

Increase (decrease) in other long-term liabilities
894

 
(162
)
Other, net
676

 
(202
)
Cash provided by operating activities
49,058

 
27,549

Investing activities:
 
 
 
Acquisitions, net of cash acquired
(245,904
)
 
(131,689
)
Capital expenditures
(25,938
)
 
(21,918
)
Proceeds from property insurance claim
—

 
1,263

Proceeds from disposition of capital assets
984

 
207

Cash used for investing activities
(270,858
)
 
(152,137
)
Financing activities:
 
 
 
Borrowings under credit facilities
632,800

 
92,000

Repayments of credit facility borrowings
(389,000
)
 
(8,000
)
Debt issuance costs
(11,795
)
 
—

Repayments of other long-term debt
(1,825
)
 
(411
)
Common stock dividends paid
(4,101
)
 
(4,158
)
Issuance of common stock
3,368

 
4,309

Excess tax benefit from share-based compensation
134

 
60

Purchase of treasury stock
—

 
(52,719
)
Cash provided by financing activities
229,581

 
31,081

Effect of exchange rate changes on cash and cash equivalents
1,277

 
134

Increase (decrease) in cash and cash equivalents
9,058

 
(93,373
)
Cash and cash equivalents at beginning of period
23,125

 
120,384

Cash and cash equivalents at end of period
$
32,183

 
$
27,011

The accompanying notes are an integral part of the financial statements.

4
Table of Contents

QUANEX BUILDING PRODUCTS CORPORATION
CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS’ EQUITY
(Unaudited)
 
Nine Months Ended July 31, 2016
Common
Stock
 
Additional
Paid-in
Capital
 
Retained
Earnings
 
Accumulated
Other
Comprehensive Loss
 
Treasury
Stock
 
Total
Stockholders’
Equity
 
(In thousands, no per share amounts shown except in verbiage)
Balance at October 31, 2015
$
376

 
$
250,937

 
$
222,138

 
$
(10,049
)
 
$
(68,107
)
 
$
395,295

Net loss
—

 
—

 
(7,290
)
 
—

 
—

 
(7,290
)
Foreign currency translation adjustment
—

 
—

 
—

 
(17,883
)
 
—

 
(17,883
)
Common dividends ($0.12 per share)
—

 
—

 
(4,101
)
 
—

 
—

 
(4,101
)
Stock-based compensation activity:
 
 
 
 
 
 
 
 
 
 

Expense related to stock-based compensation
—

 
4,587

 
—

 
—

 
—

 
4,587

Stock options exercised
—

 
(105
)
 
(628
)
 
—

 
4,101

 
3,368

Tax effect from share-based compensation
—

 
(146
)
 
—

 
—

 
—

 
(146
)
Restricted stock awards granted
—

 
(1,591
)
 
(6
)
 
—

 
1,597

 
—

Other
—

 
(643
)
 
(120
)
 
—

 
—

 
(763
)
Balance at July 31, 2016
$
376

 
$
253,039

 
$
209,993

 
$
(27,932
)
 
$
(62,409
)
 
$
373,067


The accompanying notes are an integral part of the financial statements.


5
Table of Contents
QUANEX BUILDING PRODUCTS CORPORATION
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


1. Nature of Operations and Basis of Presentation
Quanex Building Products Corporation is a component supplier to original equipment manufacturers (OEMs) in the building products industry. These components can be categorized as window and door (fenestration) components and kitchen and bath cabinet components. Examples of fenestration components include: (1) energy-efficient flexible insulating glass spacers, (2) extruded vinyl profiles, (3) window and door screens, and (4) precision-formed metal and wood products. We also manufacture cabinet doors and other components for OEMs in the kitchen and bathroom cabinet industry. In addition, we provide certain other non-fenestration components and products, which include solar panel sealants, wood flooring, trim moldings, vinyl decking, fencing, water retention barriers, and conservatory roof components. We have organized our business into three reportable operating segments. For additional discussion of our reportable operating segments, see Note 14, "Segment Information." We use low-cost production processes and engineering expertise to provide our customers with specialized products for their specific window, door, and cabinet applications. We believe these capabilities provide us with unique competitive advantages. We serve a primary customer base in North America and the United Kingdom, and also serve customers in international markets through our operating plants in the United Kingdom and Germany, as well as through sales and marketing efforts in other countries.
Unless the context indicates otherwise, references to "Quanex", the "Company", "we", "us" and "our" refer to the consolidated business operations of Quanex Building Products Corporation and its subsidiaries.
The accompanying interim condensed consolidated financial statements include the accounts of Quanex Building Products Corporation. All intercompany accounts and transactions have been eliminated in consolidation. These financial statements have been prepared by us, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission (SEC). Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America (U.S. GAAP) have been condensed or omitted pursuant to such rules and regulations. The condensed consolidated balance sheet as of October 31, 2015 was derived from audited financial information, but does not include all disclosures required by U.S. GAAP. In addition, we have adjusted the condensed consolidated balance sheet at October 31, 2015 to reflect retrospective application of new accounting pronouncements adopted, more fully described in Note 16, "New Accounting Guidance Adopted." The accompanying financial statements should be read in conjunction with the audited consolidated financial statements and the notes thereto, included in our Annual Report on Form 10-K for the fiscal year ended October 31, 2015. In our opinion, the accompanying financial statements contain all adjustments (which consist of normal recurring adjustments, except as disclosed herein) necessary to fairly present our financial position, results of operations and cash flows for the interim periods. The results of operations for the periods presented are not necessarily indicative of the results to be expected for the full year or for any future periods.
In preparing financial statements, we make informed judgments and estimates that affect the reported amounts of assets and liabilities as of the date of the financial statements and affect the reported amounts of revenues and expenses during the reporting period. We review our estimates on an on-going basis, including those related to impairment of long lived assets and goodwill, contingencies and income taxes. Changes in facts and circumstances may result in revised estimates and actual results may differ from these estimates.
Discontinued Operations
On April 1, 2014, we sold our interest in a limited liability company which held the assets of the Nichols Aluminum business (Nichols) to Aleris International, Inc. (Aleris), as further discussed in our Annual Report on Form 10-K as of October 31, 2015. We accounted for this sale as a discontinued operation.
We have historically purchased rolled aluminum product from Nichols. We expect to continue to purchase aluminum from Nichols in the normal course of business. Our purchases of aluminum product from Nichols for the three- and nine-month periods ended July 31, 2016 and 2015 were $0.8 million and $2.0 million, respectively, and $3.7 million and $8.2 million, respectively.
We recorded income from discontinued operations of approximately $0.5 million for the three and nine months ended July 31, 2015, which included a gain on involuntary conversion associated with property insurance proceeds of $1.3 million, less an expense of approximately $0.5 million associated with a stop-loss health insurance claim reimbursement.
2. Acquisitions
Woodcraft
On November 2, 2015, we completed a 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 conditions

6
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QUANEX BUILDING PRODUCTS CORPORATION
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)



 


set forth in the merger agreement, QWMS, Inc. merged with and into WII, and WII became our wholly-owned subsidiary, and, as a result, 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. Woodcraft operates 12 plants within the United States and one in Mexico. We paid $245.9 million in cash, net of cash acquired and including certain holdbacks with regard to potential indemnity claims, and received less than $0.1 million from the sellers as a working capital true-up, resulting in a preliminary estimate of goodwill totaling $114.3 million. For the three- and nine-month periods ended July 31, 2016, our consolidated operating results include revenues of $58.8 million and $166.9 million, respectively, and net income of $1.7 million and $3.4 million, respectively, associated with Woodcraft. We believe this acquisition expands our business into a new segment of the building products industry, which is experiencing favorable growth and which is less susceptible to the impact of seasonality due to inclement weather.
We have not yet finalized the purchase price allocation for Woodcraft. A preliminary purchase price allocation of the fair value of the assets acquired and liabilities assumed is included in the table below. These estimates are subject to change and may result in an increase or decrease in goodwill, particularly with regard to third-party valuations and our estimates of fixed assets and deferred taxes, during the measurement period, which may extend up to one year from the acquisition date. During the nine months ended July 31, 2016, we increased goodwill as of November 2, 2015 by $1.0 million, reflecting valuation estimates of inventory, fixed assets, accounts receivable and the related current and deferred tax effects, which included a value-added tax receivable adjustment associated with our Mexican operations.
 
As of Date of
Opening Balance Sheet
 
(In thousands)
Net assets acquired:
 
Accounts receivable
$
23,427

Inventory
29,552

Prepaid and other current assets
4,395

Property, plant and equipment
63,313

Goodwill
114,277

Intangible assets
62,900

Other non-current assets
24

Accounts payable
(4,619
)
Accrued expenses
(9,491
)
Other non-current liabilities
(343
)
Deferred income tax liabilities, net
(37,531
)
Net assets acquired
$
245,904

Consideration:
 
Cash, net of cash and cash equivalents acquired and working-capital true-up received
$
245,904


We used recognized valuation techniques to determine the preliminary fair value of the assets and liabilities, including the income approach for customer relationships, with a discount rate that reflects the risk of the expected future cash flows. Intangible assets related to the Woodcraft acquisition as of November 2, 2015 included $62.8 million of customer relationships and other intangibles of less than $0.1 million, with original estimated useful lives of 12 years and 1 year, respectively. These intangible assets will be amortized on a straight-line basis. The goodwill balance is not deductible for tax purposes. Woodcraft is allocated entirely to our North American Cabinet Components reportable operating segment.
HLP
On June 15, 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, for $131.7 million in cash, net of cash acquired, debt assumed of $7.7 million and contingent consideration of $10.3 million, resulting in preliminary goodwill on the transaction of approximately $61.3 million. 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 (recently renamed Avantek Machinery Limited), and Liniar Limited (collectively referred to as “HLP”), each registered in England and Wales. The agreement contains an earn-out provision which is calculated as a percentage of earnings

7
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QUANEX BUILDING PRODUCTS CORPORATION
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)



 


before interest, tax and depreciation and amortization for a specified period, as defined in the purchase agreement. Pursuant to this earn-out provision, the former owner can select a base year upon which to calculate the earn-out (one of the next three succeeding twelve-month periods ended July 31). The earn-out has been calculated using a probability weighting and has been adjusted for the time-value of money, with greater weight given to the third (and final) twelve-month period (when the earnings before interest, tax, depreciation and amortization is expected to be greatest). In August 2016, the former owner selected the twelve-month period ended July 31, 2016 as the measurement period for the earn-out calculation. The final earn-out liability calculation has not been finalized, but the liability is not expected to change materially as a result of this calculation. We expect to settle this liability during the fourth quarter of 2016. The liability totals $9.2 million and is recorded at July 31, 2016 under the caption "Accrued Liabilities" in the accompanying condensed consolidated balance sheet.
We assumed operating leases associated with the HLP acquisition for which our lessors are entities that were either wholly-owned subsidiaries or affiliates of Flamstead Holdings Limited prior to the pre-acquisition reorganization, and in which a former owner, who is now our employee, has an ownership interest. These leases include our primary operating facilities, a finished goods warehouse and a mixing plant. The lease for the manufacturing plant has a 20-year term which began in 2007, the lease for the warehouse has a 15-year term which began in 2012, and the lease for the mixing plant has a 13.5-year term which began in 2013. We have recorded rent expense pursuant to these agreements of approximately $0.4 million and $1.1 million for the three- and nine-month periods ended July 31, 2016. Commitments under these lease arrangements are included in our operating lease commitments as disclosed in our Annual Report on Form 10-K as of October 31, 2015.
We believe the acquisition of HLP: (1) expanded our international presence in the global fenestration business, particularly in the United Kingdom housing market; (2) expanded our vinyl extrusion product offerings, including house systems, supplemented with the brand recognition related to Liniar; (3) continues to provide synergies and an opportunity to sell complementary products, while adding new product offerings such as water retention barriers and conservatory roofing products; and (4) aligns well with our strategy to be the preferred supplier of quality products to our customers, while maintaining safe, efficient manufacturing facilities.
Our consolidated operating results include revenues of $26.9 million and $73.6 million, respectively, and net income of $2.4 million and $4.8 million, respectively, associated with HLP for the three- and nine-month periods ended July 31, 2016.
The purchase price has been allocated to the fair value of the assets acquired and liabilities assumed, as indicated in the table below. Changes in the contingent consideration due to the passage of time and potential differences between projected and actual operating results for HLP for the earn-out period are recorded as period costs when incurred. We recorded expense related to the change in contingent consideration of $0.1 million and $0.2 million for the three- and nine-month periods ended July 31, 2016. In addition, we recorded certain final adjustments related to the fair value of fixed assets and accrued liabilities resulting in a decrease in goodwill of $0.2 million during the nine months ended July 31, 2016.

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QUANEX BUILDING PRODUCTS CORPORATION
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)



 


 
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


We used recognized valuation techniques to determine the fair value of the assets and liabilities, including the income approach for customer relationships and trade names, and the cost approach to value patents, with a discount rate that reflects the risk of the expected future cash flows. Net intangible assets resulting from the HLP acquisition as of June 15, 2015 included customer relationships of $45.9 million, trade names of $14.3 million, and patents and other of $0.6 million, with original estimated useful lives of 20 years, 15 years, and approximately 13 years, respectively. The goodwill balance is not deductible for tax purposes. HLP is allocated entirely to our European Engineered Components reportable operating segment.
Pro Forma Results
We calculated the pro forma impact of the HLP and Woodcraft acquisitions and the associated debt financing on our operating results for the three- and nine-month periods ended July 31, 2015. The following pro forma results give effect to these acquisitions, assuming the transactions occurred on November 1, 2014.
 
Pro Forma Results
 
For the Three Months Ended
 
For the Nine Months Ended
 
July 31, 2015
 
July 31, 2015
 
 
Net sales
$
250,611

 
$
681,772

Income from continuing operations
$
10,846

 
$
14,452

Net income
$
11,302

 
$
14,931

Basic income per share
$
0.34

 
$
0.44

Diluted income per share
$
0.33

 
$
0.43

We derived the pro forma results for the HLP and Woodcraft acquisitions based on historical financial information obtained from the sellers and certain management assumptions. Our pro forma adjustments relate to incremental depreciation and amortization expense associated with property, plant and equipment and intangible assets and interest expense associated with borrowings to effect the transactions, assuming a November 1, 2014 effective date. In addition, we calculated the tax impact of these adjustments at a 35% statutory rate in the United States and a 20% statutory rate in the United Kingdom, as applicable.

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These pro forma results do not purport to be indicative of the results that would have been obtained had the acquisitions of HLP and Woodcraft been completed on November 1, 2014, or that may be obtained in the future.
3. Inventories
Inventories consisted of the following at July 31, 2016 and October 31, 2015:
 
July 31,
2016
 
October 31,
2015
 
(In thousands)
Raw materials
$
34,143

 
$
36,865

Finished goods and work in process
60,972

 
32,206

Supplies and other
2,269

 
2,064

Total
97,384

 
71,135

Less: Inventory reserves
5,133

 
8,106

Inventories, net
$
92,251

 
$
63,029

Fixed costs related to excess manufacturing capacity, if any, have been expensed in the period they were incurred and, therefore, are not capitalized into inventory.
Our inventories at July 31, 2016 and October 31, 2015 were valued using the following costing methods:
 
July 31,
2016
 
October 31,
2015
 
(In thousands)
LIFO
$
4,896

 
$
3,642

FIFO
87,355

 
59,387

Total
$
92,251

 
$
63,029

During interim periods, we estimate a LIFO reserve based on our expectations of year-end inventory levels and costs. If our calculations indicate that an adjustment at year-end will be required, we may record a proportionate share of this amount during the period. At year-end, we calculate the actual LIFO reserve and record an adjustment for the difference between the annual calculation and any estimates recognized during the interim periods.  Because the interim projections are subject to many factors beyond our control, the results could differ significantly from the year-end LIFO calculation. We recorded no interim LIFO reserve adjustment for the three- and nine-month periods ended July 31, 2016 and 2015.     
For inventories valued under the LIFO method, replacement cost exceeded the LIFO value by approximately $1.3 million at July 31, 2016 and October 31, 2015.
4. Goodwill and Intangible Assets
Goodwill
The change in the carrying amount of goodwill for the nine months ended July 31, 2016 was as follows:
 
Nine Months Ended
 
July 31, 2016
 
(In thousands)
Beginning balance as of November 1, 2015
129,770

Woodcraft acquisition
114,277

Other
(575
)
Foreign currency translation adjustment
(8,950
)
Balance as of the end of the period
$
234,522

During the fourth fiscal quarter of 2015, we evaluated our goodwill balances for indicators of impairment and performed our annual goodwill impairment test to determine the recoverability of these assets. We determined that our goodwill was not

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impaired and there have been no triggering events to indicate impairment during the nine months ended July 31, 2016, so no additional testing was deemed necessary. For a summary of the change in the carrying amount of goodwill by segment, see Note 14, "Segment Information", included herewith.
Identifiable Intangible Assets
Amortizable intangible assets consisted of the following as of July 31, 2016 and October 31, 2015:
 
July 31, 2016
 
October 31, 2015
 
Gross Carrying
Amount
 
Accumulated
Amortization
 
Gross Carrying
Amount
 
Accumulated
Amortization
 
(In thousands)
Customer relationships
$
155,019

 
$
32,913

 
$
98,750

 
$
24,628

Trademarks and trade names
56,390

 
25,472

 
58,916

 
23,416

Patents and other technology
24,611

 
15,369

 
25,881

 
15,158

Other
421

 
216

 
1,767

 
1,302

Total
$
236,441

 
$
73,970

 
$
185,314

 
$
64,504


We do not estimate a residual value associated with these intangible assets. Included in net intangible assets as of July 31, 2016 were $58.9 million of customer relationships and other intangibles of less than $0.1 million related to the Woodcraft acquisition. See Note 2, "Acquisitions", included herewith.
For the three- and nine-month periods ended July 31, 2016 and 2015, we had aggregate amortization expense related to intangible assets of $4.4 million and $13.0 million, respectively, and $2.2 million and $6.7 million, respectively. During 2016, we retired fully amortized intangible assets totaling $3.1 million.
Estimated remaining amortization expense, assuming current intangible balances and no new acquisitions, for each of the fiscal years ending October 31, is as follows (in thousands):
 
Estimated
Amortization Expense
2016 (remaining three months)
$
4,219

2017
16,649

2018
16,401

2019
15,614

2020
14,554

Thereafter
95,034

Total
$
162,471



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5. Debt and Capital Lease Obligations
Debt consisted of the following at July 31, 2016 and October 31, 2015:
 
July 31,
2016
 
October 31,
2015
 
(In thousands)
Revolving Credit Facility
$
150,000

 
$
50,000

Term Loan A
150,000

 
—

City of Richmond, Kentucky Industrial Building Revenue Bonds
400

 
500

Capital lease obligations
4,447

 
6,900

Unamortized deferred financing fees
(2,780
)
 
(540
)
Total debt
302,067

 
56,860

Less: Current maturities of long-term debt
24,387

 
2,359

Long-term debt
$
277,680

 
$
54,501

On January 28, 2013, we entered into a Senior Unsecured Revolving Credit Facility (the 2013 Credit Facility) with a five-year term and permitted aggregate borrowings at any time of up to $150.0 million, with a letter of credit sub-facility, a swing line sub-facility and a multi-currency sub-facility. Borrowings denominated in United States dollars bore interest at a spread above the London Interbank Offered Rate (LIBOR) or a base rate derived from the prime rate. Foreign denominated borrowings bore interest at a spread above the LIBOR applicable to such currencies. Subject to customary conditions, we could have requested that the aggregate commitments under the Retired Facility be increased by up to $100.0 million, with total commitments not to exceed $250.0 million.
The 2013 Credit Facility required us to comply with certain financial covenants and limited the amount available for us to borrow based upon consolidated EBITDA, as defined, less the amount of outstanding debt and letters of credit, further subject to our Minimum Interest Coverage Ratio and Maximum Consolidated Leverage Ratio requirements, as more fully described in our Annual Report on Form 10-K for the year ended October 31, 2015.
Effective June 15, 2015, in conjunction with the acquisition of HLP, we borrowed $92.0 million, at a weighted average borrowing rate of 1.28%, under the 2013 Credit Facility and subsequently repaid $42.0 million prior to October 31, 2015. As of October 31, 2015, we had outstanding revolver borrowings of $49.5 million, net of unamortized deferred financing fees of $0.5 million, outstanding letters of credit of $5.9 million, and the remaining amount available to us for use under the 2013 Credit Facility was $86.6 million. Our borrowing rates under the 2013 Credit Facility were 3.50% and 1.45% for the swing-line sub facility and the revolver, respectively, at October 31, 2015.
On November 2, 2015, we refinanced and retired the 2013 Credit Facility by entering into a $310.0 million Term Loan Credit Agreement and a $100.0 million ABL Credit Agreement (collectively the “2015 Credit Facilities”) with Wells Fargo Bank, National Association, as Agent, and Bank of America, N.A. serving as Syndication Agent. The term loan portion of the 2015 Credit Facilities was to mature on November 2, 2022, and required quarterly principal payments equal to 0.25% of the aggregate borrowings. Interest was computed, at our election, based on a Base Rate plus applicable margin of 4.25%, or LIBOR plus applicable margin of 5.25% (with the stipulation that LIBOR could not be less than 1%). In the event of default, outstanding borrowings would accrue interest at the Default Rate, as defined, whereby the obligations will bear interest at a per annum rate equal to 2% above the total per annum rate otherwise applicable. The term loan provided for incremental term loan commitments for a minimum principal amount of $25.0 million, up to an aggregate amount of $50.0 million, to the extent that such borrowings did not cause the Consolidated Senior Secured Leverage Ratio to exceed 3.00 to 1.00. The term loan agreement permitted prepayment of the term loan of at least an aggregate amount of $5.0 million or any whole multiple of $1.0 million in excess thereof without penalty, except if such prepayment was made on or before November 2, 2016, we would pay a fee equal to 1% of such prepayment. The ABL portion of the 2015 Credit Facilities was to mature on November 2, 2020 with no stated principal repayment terms prior to maturity. Borrowing capacity and availability was determined based upon the dollar equivalent of certain working capital items including receivables and inventory, subject to eligibility as determined by Wells Fargo Bank, National Association, as Administrative Agent, up to the facility maximum of $100.0 million. Interest was computed, at our election, on a grid as the Base Rate plus an Applicable Margin, as defined in the agreement, or LIBOR plus an Applicable Margin.
In addition, the ABL portion of the 2015 Credit Facilities required payment of a commitment fee (unused line fee) ranging from 0.25 to 0.375 percentage points based on a percentage of the maximum revolver usage.

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The 2015 Credit Facilities contained restrictive debt covenants which included financial covenants, restrictions on our ability to enter into certain business activities or to make payments, and required periodic reporting, including monthly borrowing base calculations pursuant to the ABL portion of the facility, as more fully described in our Annual Report on Form 10-K for the year ended October 31, 2015.
On July 29, 2016, we refinanced and retired the 2015 Credit Facilities and entered into a $450.0 million credit agreement comprised of a $150.0 million Term Loan A and a $300.0 million revolving credit facility (collectively, the “Credit Agreement”), with Wells Fargo Bank, National Association, as Agent, Swingline Lender and Issuing Lender, and Bank of America, N.A. serving as Syndication Agent. The Credit Agreement has a five-year term, maturing on July 29, 2021, and requires interest payments calculated, at our election and depending upon our Consolidated Leverage Ratio, at either a Base Rate plus an applicable margin or the LIBOR Rate plus an applicable margin. At the time of the initial borrowing, the applicable rate was LIBOR + 2.00%. In addition, we are subject to commitment fees for the unused portion of the Credit Agreement.
The applicable margin and commitment fees are outlined in the following table:
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%
In the event of default, outstanding borrowings would accrue interest at the Default Rate, as defined, whereby the obligations will bear interest at a per annum rate equal to 2% above the total per annum rate otherwise applicable.
The term loan portion of the Credit Agreement requires quarterly principal payments on the last business day of each fiscal quarter in accordance with a stated repayment schedule. Required aggregate principal repayments totaled $7.5 million for the succeeding twelve-month period, and have been included in the accompanying condensed consolidated balance sheet under the caption “Current Maturities of Long-term Debt.” No stated principal payments are required under the revolving credit portion of the Credit Agreement, except upon maturity. If our Consolidated Leverage Ratio is less than 2.25 to 1.00, then we are required to make mandatory prepayments of “excess cash flow” as defined in the agreement.
The Credit Agreement provides for incremental term loan or revolving credit commitments for a minimum principal amount of $10.0 million, up to an aggregate amount of $150.0 million, subject to the lender's discretion to elect or decline the incremental increase. We can also borrow up to the lesser of $15.0 million or the revolving credit commitment, as defined, under a Swingline feature of the Credit Agreement. We are permitted to prepay the term loan under the Credit Agreement, without premium or penalty, in aggregate principal amounts of $1.0 million or whole multiples of $0.5 million in excess thereof.
The Credit Agreement contains a: (1) Consolidated Fixed Charge Coverage Ratio requirement whereby we must not permit the Consolidated Fixed Charge Coverage Ratio, as defined, to be less than 1.10 to 1.00, and (2) Consolidated Leverage Ratio requirement, as summarized by period in the following table:
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
In addition to maintaining these financial covenants, the Credit Agreement also limits our ability to enter into certain business transactions, such as to incur indebtedness or liens, to acquire businesses or dispose of material assets, make restricted payments, pay dividends (limited to $10.0 million per year) and other transactions as further defined in the Credit Agreement. Substantially all of our domestic assets, with the exception of real property, are utilized as collateral for the Credit Agreement.
We utilized the funding from the Credit Agreement, along with additional funding of $16.4 million of cash on hand, to repay outstanding borrowings under the 2015 Credit Facilities of $309.2 million, to pay a 1% prepayment call premium under the Term Loan B portion thereof, to settle outstanding interest accrued under the prior facility, and to pay loan fees associated with the Credit

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Agreement which totaled $2.8 million. In addition to the 1% prepayment call premium fee, we expensed $8.1 million to write-off unamortized deferred financing fees and $5.5 million of unamortized original issuer’s discount associated with the 2015 Credit Facilities.
As of July 31, 2016, we had $300.0 million of borrowings outstanding under the Credit Agreement (reduced by unamortized debt issuance costs of $2.8 million), $5.9 million of outstanding letters of credit and $4.8 million outstanding under capital leases and other debt vehicles. We had $144.1 million available for use under the Credit Agreement at July 31, 2016. The borrowings outstanding as of July 31, 2016 under the Credit Agreement accrue interest at 2.5% per annum, and our weighted average borrowing rate for borrowings outstanding during the three and nine months ended July 31, 2016 was 5.97% and 6.10%, respectively, and 1.19% for each of the three and nine months ended July 31, 2015. We were in compliance with our debt covenants as of July 31, 2016.
On August 30, 2016, we repaid $15.0 million of revolver borrowings outstanding under the Credit Agreement.
Other Debt Instruments
We maintain certain capital lease obligations related to equipment purchases. In conjunction with the acquisition of HLP, we assumed additional capital lease obligations of approximately $7.7 million. These capital lease obligations relate to equipment purchases and accrue interest at an average rate of 5.3%, and extend through the year 2020. As of July 31, 2016, our obligations under the HLP capital leases total $4.4 million, of which $1.8 million is classified as the current portion of long-term debt and $2.6 million is classified as long-term debt on the accompanying unaudited condensed consolidated balance sheet.
6. Retirement Plans
Pension Plan
Our non-contributory, single employer defined benefit pension plan covers a majority of our employees in the United States excluding employees of recent acquisitions. Employees of acquired companies may be covered after a transitional period. The net periodic pension cost for this plan for the three- and nine-month periods ended July 31, 2016 and 2015 was as follows:
 
Three Months Ended
 
Nine Months Ended
 
July 31,
 
July 31,
 
2016
 
2015
 
2016
 
2015
 
(In thousands)
Service cost
$
928

 
$
802

 
$
2,784

 
$
2,486

Interest cost
207

 
257

 
621

 
768

Expected return on plan assets
(404
)
 
(443
)
 
(1,213
)
 
(1,347
)
Amortization of net loss
96

 
40

 
288

 
118

Net periodic benefit cost
$
827

 
$
656

 
$
2,480

 
$
2,025

During 2015, we contributed approximately $2.8 million to fund our plan, and we expect to make a contribution to our plan in September 2016 of approximately $3.7 million.
Other Plans
We also have a supplemental benefit plan covering certain executive officers and a non-qualified deferred compensation plan covering members of the Board of Directors and certain key employees. As of July 31, 2016 and October 31, 2015, our liability under the supplemental benefit plan was approximately $2.4 million and $1.7 million, respectively, and the liability associated with the deferred compensation plan was approximately $3.7 million and $3.3 million, respectively. We record the current portion of liabilities under these plans under the caption "Accrued Liabilities," and the long-term portion under the caption "Other Liabilities" in the accompanying condensed consolidated balance sheets.
7. Warranty Obligations
We accrue warranty obligations as we recognize revenue associated with certain products. We make provisions for our warranty obligations based upon historical experience of costs incurred for such obligations adjusted, as necessary, for current conditions and factors. There are significant uncertainties and judgments involved in estimating our warranty obligations, including changing product designs, differences in customer installation processes and future claims experience which may vary from

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historical claims experience. Therefore, the ultimate amount we incur as warranty costs in the near and long-term may not be consistent with our current estimate.
A reconciliation of the activity related to our accrued warranty, including both the current and long-term portions (reported in accrued liabilities and other liabilities, respectively, on the accompanying condensed consolidated balance sheet) follows:
 
Nine Months Ended
 
July 31, 2016
 
(In thousands)
Beginning balance as of November 1, 2015
$
535

Provision for warranty expense
188

Change in accrual for preexisting warranties
(193
)
Warranty costs paid
(61
)
Total accrued warranty as of the end of the period
$
469

Less: Current portion of accrued warranty
303

Long-term portion of accrued warranty
$
166

8. Income Taxes
To determine our income tax expense for interim periods, consistent with accounting standards, we apply the estimated annual effective income tax rate to year-to-date results. Our estimated annual effective tax rates from continuing operations for the nine months ended July 31, 2016 and 2015 were a benefit of 27.2% and an expense of 25.2%, respectively. The 2016 effective rate was impacted by an additional discrete benefit item for the R&D credit which was made permanent in December 2015. Excluding this item, the effective tax rate was 25.8%. The 2015 effective tax rate was impacted by a discrete benefit item resulting from the reassessment of our uncertain tax position related to the 2008 spin-off of Quanex from a predecessor company in January 2015. Excluding this discrete item, the 2015 effective tax rate was 35.7%. The difference in the effective rates between these periods reflects the foreign and U.S. tax rate differential, as the foreign tax rate is generally lower than the United States tax rate, and in 2016 a greater percentage of our taxable income is expected to be generated by the foreign operations.
The acquisition of Woodcraft in November 2015 established a net noncurrent deferred tax liability of $37.5 million primarily reflecting the book to tax basis difference in intangibles, fixed assets and inventory. The acquisition of Flamstead Holdings, Ltd. in June 2015 established a net noncurrent deferred tax liability of $14.5 million primarily reflecting the book to tax basis difference in intangibles, fixed assets and inventory.
As of July 31, 2016, our unrecognized tax benefit (UTB) relates to certain state tax items regarding the interpretation of tax laws and regulations. In January 2015, we reassessed our unrecognized tax benefit related to the 2008 spin-off of Quanex from a predecessor company and recognized the full benefit of the tax positions taken. This reduced the liability for uncertain tax positions by $4.0 million and increased deferred income taxes (non-current assets) by $6.8 million and resulted in a non-cash increase in retained earnings of $10.0 million, with an increase in income tax benefit of $0.8 million. At July 31, 2016, $0.5 million is recorded as a liability for uncertain tax positions. The disallowance of the UTB would not materially affect the annual effective tax rate.
Judgment is required in assessing the future tax consequences of events that have been recognized in our financial statements or tax returns. The final outcome of the future tax consequences of legal proceedings, if any, as well as the outcome of competent authority proceedings, changes in regulatory tax laws, or interpretation of those tax laws could impact our financial statements. We are subject to the effect of these matters occurring in various jurisdictions. We do not believe any of the UTB at July 31, 2016 will be recognized within the next twelve months.
We evaluate the likelihood of realization of our deferred tax assets by considering both positive and negative evidence. We believe there is no need for a valuation allowance of the federal net operating losses. We will continue to evaluate our position throughout the year. We maintain a valuation allowance for certain state net operating losses which totaled $1.1 million at July 31, 2016.
9. Contingencies
Environmental

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We are subject to extensive laws and regulations concerning the discharge of materials into the environment and the remediation of chemical contamination. We accrue our best estimates of our remediation obligations and adjust these accruals when further information becomes available or circumstances change.  We are currently not subject to any remediation activities.
Spacer Migration
We were notified by certain customers through our German operation that the vapor barrier employed on certain spacer products manufactured prior to March 2014 may permit spacer migration in certain extreme circumstances. This product does not have a specific customer warranty, but we have received claims from customers related to this issue, which we continue to investigate. The balance of the accrual for this matter at October 31, 2015 was $1.1 million. The accrual balance increased to $1.2 million at July 31, 2016, reflecting net claim payments of $1.2 million, additional claims received of $1.2 million, and foreign currency benefits of less than $0.1 million. We cannot estimate any future liability with regard to unasserted claims. However, we have received new claims during fiscal 2016 which we continue to investigate. We evaluate this reserve at each balance sheet date. We will investigate any future claims, but we are not obligated to honor any future claims.
Affordable Care Act
We are subject to the employer-shared responsibility requirements (more commonly referred to as the employer mandate) of the Affordable Care Act (ACA). The employer mandate requires us to offer health care insurance that meets minimum value and affordability requirements to our full-time employees and certain potential common law employees within a specified coverage threshold. Effective January 1, 2015, and for each calendar year ended December 31, we may be subject to a penalty in the form of an excise tax under the ACA if we do not meet these requirements. Furthermore, we must comply with the annual disclosure and reporting requirements. We have implemented mechanisms to comply with the ACA requirements.
Litigation
From time to time, we, along with our subsidiaries, are involved in various litigation matters arising in the ordinary course of our business. Although the ultimate resolution and impact of such litigation is not presently determinable, we believe that the eventual outcome of such litigation will not have a material adverse effect on our overall financial condition, results of operations or cash flows.
10. Derivative Instruments
Our derivative activities are subject to the management, direction, and control of the Chief Financial Officer and Chief Executive Officer. Certain transactions in excess of specified levels require further approval from the Board of Directors.
The nature of our business activities requires the management of various financial and market risks, including those related to changes in foreign currency exchange rates. We have historically used foreign currency forwards and options to mitigate or eliminate certain of those risks at our subsidiaries. We use foreign currency contracts to offset fluctuations in the value of accounts receivable and accounts payable balances that are denominated in currencies other than the United States dollar, including the Euro, British Pound and Canadian Dollar. Currently, we do not enter into derivative transactions for speculative or trading purposes. We are exposed to credit loss in the event of nonperformance by the counterparties to our derivative transactions. We attempt to mitigate this risk by monitoring the creditworthiness of our counterparties and limiting our exposure to individual counterparties. In addition, we have established master netting agreements in certain cases to facilitate the settlement of gains and losses on specific derivative contracts.
We have not designated any of our derivative contracts as hedges for accounting purposes in accordance with the provisions under the Accounting Standards Codification Topic 815 "Derivatives and Hedging" (ASC 815). Therefore, changes in the fair value of these contracts and the realized gains and losses are recorded in the condensed consolidated statements of income (loss) for the three- and nine-month periods ended July 31, 2016 and 2015 as follows (in thousands):
 
 
 
Three Months Ended
 
Nine Months Ended
 
 
 
July 31,
 
July 31,
Location of gains (losses):
 
 
2016
 
2015
 
2016
 
2015
Cost of sales
Aluminum derivatives
 
$
14

 
$
—

 
$
14

 
$
—

Other, net
Foreign currency derivatives
 
252

 
151

 
(180
)
 
764

We have chosen not to offset any of our derivative instruments in accordance with the provisions of ASC 815. Therefore, the assets and liabilities are presented on a gross basis on our accompanying condensed consolidated balance sheets. Less than

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$0.1 million of fair value related to foreign currency derivatives was included in prepaid and other current assets as of each period ended July 31, 2016 and October 31, 2015, and approximately $0.1 million of fair value related to foreign currency derivatives was included in accrued liabilities as of July 31, 2016.
The following table summarizes the notional amounts and fair value of outstanding derivative contracts at July 31, 2016 and October 31, 2015 (in thousands):
 
 
Notional as indicated
 
Fair Value in $
 
 
July 31,
2016
 
October 31,
2015
 
July 31,
2016
 
October 31,
2015
Foreign currency derivatives:
 
 
 
 
 
 
 
 
Sell EUR, buy USD
EUR
$
6,856

 
$
8,076

 
$
(133
)
 
$
37

Sell CAD, buy USD
CAD
188

 
280

 
(2
)
 
1

Sell GBP, buy USD
GBP
219

 
226

 
(2
)
 
3

Buy EUR, sell USD
EUR
—

 
807

 
—

 
3

Buy EUR, sell GBP
EUR
106

 
2

 
1

 
—

For the classification in the fair value hierarchy, see Note 11, "Fair Value Measurement of Assets and Liabilities", included herewith. In addition, we have entered into a derivative contract to limit our exposure to changes in the value of aluminum, a commodity used in our screen products. Included in prepaid and other current assets as of July 31, 2016 was less than $0.1 million related to derivatives with a notional amount of approximately 0.8 million pounds.
11. Fair Value Measurement of Assets and Liabilities
Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The fair value hierarchy distinguishes between (1) market participant assumptions developed based on market data obtained from independent sources (observable inputs) and (2) an entity's own assumptions about market participant assumptions developed based on the best information available in the circumstances (unobservable inputs). The fair value hierarchy consists of three broad levels, which gives the highest priority to Level 1 and the lowest priority to Level 3. The three levels of the fair value hierarchy are described below:
•
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.

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The following table summarizes the assets and liabilities measured on a recurring basis based on the fair value hierarchy (in thousands):
 
July 31, 2016
 
October 31, 2015
 
Level 1
 
Level 2
 
Level 3
 
Total
 
Level 1
 
Level 2
 
Level 3
 
Total
Assets
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Foreign currency derivatives
$
—

 
$
1

 
$
—

 
$
1

 
$
—

 
$
44

 
$
—

 
$
44

Aluminum derivatives
—

 
38

 
—

 
38

 
—

 
—

 
—

 
—

Total assets
$
—

 
$
39

 
$
—

 
$
39

 
$
—

 
$
44

 
$
—

 
$
44

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Liabilities
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Foreign currency derivatives
$
—

 
$
137

 
$
—

 
$
137

 
$
—

 
$
—

 
$
—

 
$
—

Contingent consideration
—

 
—

 
9,154

 
9,154

 
—

 
—

 
10,414

 
10,414

Total liabilities
$
—

 
$
137

 
$
9,154

 
$
9,291

 
$
—

 
$
—

 
$
10,414

 
$
10,414

All of our derivative contracts are valued using quoted market prices from brokers or exchanges and are classified within Level 2 of the fair value hierarchy. Contingent consideration associated with the HLP acquisition is included above as a Level 3 measurement (see Note 2, "Acquisitions").
We had approximately $2.4 million of certain land that was recorded at fair value on a non-recurring basis and classified as Level 3 as of July 31, 2016 and October 31, 2015. The fair value was based on broker opinions.
Carrying amounts reported on the balance sheet for cash, cash equivalents, accounts receivable and accounts payable approximate fair value due to the short-term maturity of these instruments. Our outstanding debt is variable rate debt that re-prices frequently, thereby limiting our exposure to significant change in interest rate risk. As a result, the fair value of our debt instruments approximates carrying value at July 31, 2016, and October 31, 2015 (Level 3 measurement).
12. Stock-Based Compensation
We have established and maintain an Omnibus Incentive Plan (2008 Plan) that provides for the granting of restricted stock awards, stock options, restricted stock units, performance share awards and other stock-based and cash-based awards. The 2008 Plan is administered by the Compensation and Management Development Committee of the Board of Directors.
The aggregate number of shares of common stock originally authorized for grant under the 2008 Plan was 2,900,000. In February 2011 and February 2014, shareholders approved an increase of the aggregate shares available for grant by 2,400,000 shares and 2,350,000 shares, respectively. Any officer, key employee and/or non-employee director is eligible for awards under the 2008 Plan. Historically, our practice has been to grant stock options and restricted stock units to non-employee directors on the last business day of each fiscal year, with an additional grant of options to each director on the date of his or her first anniversary of service. In May 2015, the Nominating & Corporate Governance Committee of our Board of Directors changed the annual grant to our directors to a grant of restricted stock units on the first day of the new fiscal year, November 1, eliminating the grant of stock options to the directors. Once approved by the Compensation & Management Development Committee of our Board of Directors in December, we grant stock options, restricted stock awards, and/or performance shares to officers, management and key employees. Occasionally, we may make additional grants to key employees at other times during the year.
Restricted Stock Awards
Restricted stock awards are granted to key employees and officers annually, and typically cliff vest over a three-year period with service and continued employment as the only vesting criteria. The recipient of the restricted stock awards is entitled to all of the rights of a shareholder, except that the awards are nontransferable during the vesting period. The fair value of the restricted stock award is established on the grant date and then expensed over the vesting period resulting in an increase in additional paid-in-capital. Shares are generally issued from treasury stock at the time of grant.

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A summary of non-vested restricted stock awards activity during the nine months ended July 31, 2016 is presented below:
 
Restricted Stock Awards
 
Weighted Average
Grant Date  Fair Value per Share
Non-vested at October 31, 2015
293,000

 
$
18.70

Granted
85,500

 
18.87

Cancelled
(9,800
)
 
18.97

Vested
(102,000
)
 
17.84

Non-vested at July 31, 2016
266,700

 
$
19.07

The total weighted average grant-date fair value of restricted stock awards that vested during each of the nine-month periods ended July 31, 2016 and 2015 was $1.8 million. As of July 31, 2016, total unrecognized compensation cost related to unamortized restricted stock awards was $2.6 million. We expect to recognize this expense over the remaining weighted average vesting period of 1.9 years.
Stock Options
Historically, stock options have been awarded to key employees, officers and non-employee directors. Effective May 2015, the director compensation structure was revised to eliminate the annual grant of stock options to non-employee directors. Officer stock options typically vest ratably over a three-year period with service and continued employment as the vesting conditions. Our stock options may be exercised up to a maximum of ten years from the date of grant. The fair value of the stock options is determined on the grant date and expensed over the vesting period resulting in an increase in additional paid-in-capital. For employees who are nearing retirement-eligibility, we recognize stock option expense ratably over the shorter of the vesting period or the period from the grant-date to the retirement eligibility date.
We use a Black-Scholes pricing model to estimate the fair value of stock options. A description of the methodology for the valuation assumptions was disclosed in our Annual Report on Form 10-K for the fiscal year ended October 31, 2015.
The following table provides a summary of assumptions used to estimate the fair value of our stock options issued during the nine-month periods ended July 31, 2016 and 2015.
  
Nine Months Ended
 
July 31,
 
2016
 
2015
Weighted-average expected volatility
37.1%
 
47.7%
Weighted-average expected term (in years)
5.4
 
5.6
Risk-free interest rate
1.7%
 
1.6%
Expected dividend yield over expected term
1.0%
 
1.0%
Weighted average grant date fair value
$6.32
 
$8.40

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The following table summarizes our stock option activity for the nine months ended July 31, 2016:
 
Stock Options
 
Weighted Average
Exercise Price
 
Weighted Average
Remaining Contractual
Term (in years)
 
Aggregate
Intrinsic
Value (000s)
Outstanding at October 31, 2015
2,352,188

 
$
16.46

 
 
 
 
Granted
297,900

 
19.23

 
 
 
 
Exercised
(219,600
)
 
15.44

 
 
 
 
Forfeited/Expired
(42,018
)
 
19.78

 
 
 
 
Outstanding at July 31, 2016
2,388,470

 
$
16.84

 
5.4
 
$
7,918

Vested or expected to vest at July 31, 2016
2,379,504

 
$
16.83

 
5.4
 
$
7,908

Exercisable at July 31, 2016
1,980,263

 
$
16.34

 
4.6
 
$
7,588

Intrinsic value is the amount by which the market price of the common stock on the date of exercise exceeds the exercise price of the stock option. The total intrinsic value of stock options exercised during the nine months ended July 31, 2016 and 2015 was $1.0 million and $1.2 million. The weighted-average grant date fair value of stock options that vested during the nine months ended July 31, 2016 and 2015 was $1.9 million and $2.8 million, respectively. As of July 31, 2016, total unrecognized compensation cost related to stock options was $1.2 million. We expect to recognize this expense over the remaining weighted average vesting period of 1.6 years.
Restricted Stock Units
Restricted stock units may be awarded to key employees and officers from time to time, and annually to non-employee directors. The director restricted stock units vest immediately but are payable only upon the director's cessation of service, whereas restricted stock units awarded to employees and officers typically cliff vest after a three-year period with service and continued employment as the vesting conditions. Restricted stock units are not considered outstanding shares and do not have voting rights, although the holder does receive a cash payment equivalent to the dividend paid, on a one-for-one basis, on our outstanding common shares. Once the criteria is met, each restricted stock unit is payable to the holder in cash based on the market value of one share of our common stock. Accordingly, we record a liability for the restricted stock units on our balance sheet and recognize any changes in the market value during each reporting period as compensation expense.
As of July 31, 2016, there were no non-vested restricted stock units. During the nine-month period ended July 31, 2015, we paid $1.7 million to settle certain restricted stock units.
Performance Share Awards
Historically, we granted performance units to key employees and officers annually. These awards cliff vested after a three-year period with service and performance measures such as relative total shareholder return and earnings per share growth as vesting conditions. These awards were treated as a liability and marked to market based upon our assessment of the achievement of the performance measures, with the assistance of third-party compensation consultants.
We have awarded annual grants of performance shares in December 2015, 2014 and 2013. In addition, we awarded performance shares in January 2016 to a new officer. All of these performance share awards are designed with the same performance measures (relative total shareholder return and earnings per share growth). However, the number of shares earned is variable depending on the metrics achieved, and the settlement method is 50% in cash and 50% in our common stock.
To account for these awards, we have bifurcated the portion subject to a market condition (relative total shareholder return) and the portion subject to an internal performance measure (earnings per share growth). We have further bifurcated these awards based on the settlement method, as the portion expected to settle in stock (equity component) and the portion expected to settle in cash (liability component).
To value the shares subject to the market condition, we utilized a Monte Carlo simulation model to arrive at a grant-date fair value. This amount will be expensed over the three-year term of the award with a credit to additional paid-in-capital. To value the shares subject to the internal performance measure, we used the value of our common stock on the date of grant as the grant-date fair value per share. This amount is being expensed over the three-year term of the award, with a credit to additional paid-in-capital, and could fluctuate depending on the number of shares ultimately expected to vest based on our assessment of the probability that the performance conditions will be achieved. For both performance conditions, the portion of the award expected

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to settle in cash is recorded as a liability and is being marked to market over the three-year term of the award, and can fluctuate depending on the number of shares ultimately expected to vest, the change in valuation of the Monte Carlo simulation over the vesting period, and the underlying price of our common stock.
In conjunction with the annual grants in December 2015, 2014 and 2013, we awarded 158,100, 137,400 and 155,800 performance shares, respectively. We also awarded 4,300 performance shares in January 2016. Depending on the achievement of the performance conditions, 0% to 200% of the awarded performance shares may ultimately vest. During the nine months ended July 31, 2016, 4,500 of the performance shares issued in December 2013, 3,900 of the performance shares issued in December 2014, and 9,100 of the performance shares issued in 2015 were forfeited. During 2015, 9,200 of the performance shares issued in December 2013 and 8,200 of the performance shares issued in December 2014 were forfeited. During 2014, 7,000 of the performance shares issued in December 2013 were forfeited. For the three- and nine-month periods ended July 31, 2016 and 2015, we have recorded $0.9 million and $2.5 million, respectively, and $0.4 million and $1.2 million, respectively, of compensation expense related to these performance share awards.
Performance share awards are not considered outstanding shares and do not have voting rights, although dividends are accrued over the performance period and will be payable in cash based upon the number of performance shares ultimately earned.
The performance shares are excluded from the diluted weighted-average shares used to calculate earnings per share until the performance criteria is probable to result in the issuance of contingent shares. As of July 31, 2016, we have deemed 67,550 shares related to the December 2013 grant of performance shares as probable to be issued. The value of the equivalent number of shares is expected to be paid in cash when settled, along with accrued dividends thereon.
Treasury Shares
On September 5, 2014, our Board of Directors cancelled our existing stock repurchase program and approved a new stock repurchase program authorizing us to use up to $75.0 million to repurchase shares of our common stock. For the period from September 5, 2014 through October 31, 2014, we purchased 1,316,326 shares at a cost of $24.2 million under the new program. During the year ended October 31, 2015, we purchased an additional 2,675,903 shares at a cost of $50.8 million. From inception of the program, we purchased 3,992,229 shares at a cost of $75.0 million.
We record treasury stock purchases under the cost method whereby the entire cost of the acquired stock is recorded as treasury stock. Shares are generally issued from treasury stock at the time of grant of restricted stock awards, and upon the exercise of stock options and upon the issuance of performance shares. On the subsequent issuance of treasury shares, we record proceeds in excess of cost as an increase in additional paid in capital. A deficiency of such proceeds relative to costs would be applied to reduce paid-in-capital associated with prior issuances to the extent available, with the remainder recorded as a charge to retained earnings. We recorded a charge to retained earnings of $0.6 million during the nine months ended July 31, 2016.
The following table summarizes the treasury stock activity during the nine months ended July 31, 2016:
 
Nine Months Ended
 
July 31, 2016
Beginning balance as of November 1, 2015
3,647,103

Restricted stock awards granted
(85,500
)
Stock options exercised
(219,600
)
Balance at July 31, 2016
3,342,003


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13. Other Income (Expense)
Other income (expense) included under the caption "Other, net" on the accompanying condensed consolidated statements of income (loss), consisted of the following for the three- and nine-month periods ended July 31, 2016 and 2015:
 
Three Months Ended
 
Nine Months Ended
 
July 31,
 
July 31,
 
2016
 
2015
 
2016
 
2015
 
(In thousands)
Foreign currency transaction (losses) gains
$
(2,491
)
 
$
341

 
$
(3,699
)
 
$
(581
)
Foreign currency derivative gains (losses)
252

 
151

 
(180
)
 
764

Interest income
41

 
16

 
79

 
55

Other
(325
)
 
58

 
(236
)
 
62

Other (expense) income
$
(2,523
)
 
$
566

 
$
(4,036
)
 
$
300

14. Segment Information
In our Annual Report on Form 10-K as of October 31, 2015 we presented two reportable segments in accordance with ASC Topic 280-10-50, “Segment Reporting” (ASC 280): (1) Engineered Products, comprised of four operating segments, focused primarily on North American fenestration, and (2) International Extrusion, comprised solely of HLP that was acquired on June 15, 2015. In addition, we recorded LIFO inventory adjustments, corporate office charges and inter-segment eliminations as Corporate & Other.
With the acquisition of Woodcraft on November 2, 2015, we re-evaluated our reportable operating segment presentation and changed the presentation to have three reportable business segments: (1) North American Engineered Components segment (“NA Engineered Components”), comprised of four operating segments primarily focused on the fenestration market in North America including vinyl profiles, insulating glass (IG) spacers, screens & other fenestration components; (2) European Engineered Components segment (“EU Engineered Components”), comprised of our United Kingdom-based vinyl extrusion business, manufacturing vinyl profiles & conservatories, and the European insulating glass business manufacturing IG spacers; and (3) North American Cabinet Components segment (“NA Cabinet Components”), comprised solely of the North American cabinet door and components business acquired in November 2015. We continue to maintain what was previously called Corporate & Other, now called Unallocated Corporate & Other, but a portion of the general and administrative costs associated with the corporate office have been allocated to the reportable operating segments, based upon a relative measure of profitability in order to more accurately reflect each reportable operating segment's administrative cost. Certain costs were not allocated to the reportable operating segments, but remain in Unallocated Corporate & Other, including transaction expenses, stock-based compensation, long-term incentive awards based on the performance of our common stock and other factors, certain severance and legal costs not deemed to be allocable to all segments, depreciation of corporate assets, interest expense, other, net, income taxes and inter-segment eliminations. This treatment was applied to avoid an asymmetrical allocation amongst the operating segments for the comparative period due to the timing of acquisitions. The accounting policies of our operating segments are the same as those used to prepare the accompanying condensed consolidated financial statements. The following table summarizes corporate general and administrative expense allocated during the three and nine months ended July 31, 2016 and 2015:
 
Three Months Ended
 
Nine Months Ended
 
July 31,
 
July 31,
 
2016
 
2015
 
2016
 
2015
 
(In thousands)
NA Engineered Components
$
2,765

 
$
2,228

 
$
7,593

 
$
7,025

EU Engineered Components
1,005

 
810

 
2,761

 
1,159

NA Cabinet Components
1,257

 
—

 
3,452

 
—

Unallocated Corporate & Other
—

 
1,013

 
—

 
4,588

Allocated general and administrative expense
$
5,027

 
$
4,051

 
$
13,806

 
$
12,772

ASC Topic 280-10-50, “Segment Reporting” (ASC 280) permits aggregation of operating segments based on factors including, but not limited to: (1) similar nature of products serving an industry; (2) similar production processes, although there are some

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differences in the amount of automation amongst operating plants; (3) similar types or classes of customers, namely the primary original equipment manufacturers (OEMs) in the window and door industry; (4) similar distribution methods for product delivery, although the extent of the use of third-party distributors will vary amongst the businesses; (5) similar regulatory environment; and (6) converging long-term economic similarities.
Segment information for the three and nine months ended July 31, 2016 and 2015, and total assets as of July 31, 2016 and October 31, 2015 are summarized in the following table (in thousands):
 
NA Eng. Comp.
 
EU Eng. Comp.
 
NA Cabinet Comp.
 
Unallocated Corp. & Other
 
Total
Three Months Ended July 31, 2016
 
 
 
 
 
 
 
 
 
Net sales
$
150,462

 
$
40,217

 
$
58,826

 
$
(1,420
)
 
$
248,085

Depreciation and amortization
7,063

 
2,340

 
3,435

 
135

 
12,973

Operating income (loss)
18,478

 
4,448

 
980

 
(3,976
)
 
19,930

Capital expenditures
5,131

 
1,002

 
2,346

 
40

 
8,519

Three Months Ended July 31, 2015
 
 
 
 
 
 
 
 
 
Net sales
$
153,508

 
$
27,997

 
$
—

 
$
(1,299
)
 
$
180,206

Depreciation and amortization
7,141

 
1,171

 
—

 
190

 
8,502

Operating income (loss)
16,814

 
(332
)
 
—

 
(6,654
)
 
9,828

Capital expenditures
6,927

 
1,528

 
—

 
82

 
8,537

Nine Months Ended July 31, 2016
 
 
 
 
 
 
 
 
 
Net sales
$
406,029

 
$
110,250

 
$
166,906

 
$
(4,172
)
 
$
679,013

Depreciation and amortization
21,424

 
7,191

 
10,709

 
435

 
39,759

Operating income (loss)
33,785

 
8,991

 
115

 
(14,543
)
 
28,348

Capital expenditures
15,226

 
4,904

 
5,688

 
120

 
25,938

Nine Months Ended July 31, 2015
 
 
 
 
 
 
 
 
 
Net sales
$
402,249

 
$
51,304

 
$
—

 
$
(3,484
)
 
$
450,069

Depreciation and amortization
21,690

 
1,983

 
—

 
868

 
24,541

Operating income (loss)
21,127

 
380

 
—

 
(13,605
)
 
7,902

Capital expenditures
18,850

 
2,986

 
—

 
82

 
21,918

As of July 31, 2016
 
 
 
 
 
 
 
 
 
Total assets
$
308,285

 
$
204,586

 
$
295,087

 
$
13,536

 
$
821,494

As of October 31, 2015
 
 
 
 
 
 
 
 
 
Total assets
$
314,397

 
$
231,261

 
$
—

 
$
20,592

 
$
566,250


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NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)



 


The following tables reconcile our segment presentation, as previously reported in our Quarterly Report on Form 10-Q for the three and nine months ended July 31, 2015, to the current presentation (in thousands):
Three months ended July 31, 2015
As Previously Reported
 
Reclassification
 
Current Presentation
Engineered Products
 
 
 
 
 
Net sales
$
180,206

 
$
(180,206
)
 
$
—

Depreciation and amortization
8,502

 
(8,502
)
 
—

Operating income (loss)
9,828

 
(9,828
)
 
—

Capital expenditures
$
8,537

 
$
(8,537
)
 
$
—

NA Engineered Components
 
 
 
 
 
Net sales
$
—

 
$
153,508

 
$
153,508

Depreciation and amortization
—

 
7,141

 
7,141

Operating income (loss)
—

 
16,814

 
16,814

Capital expenditures
$
—

 
$
6,927

 
$
6,927

EU Engineered Components
 
 
 
 
 
Net sales
$
—

 
$
27,997

 
$
27,997

Depreciation and amortization
—

 
1,171

 
1,171

Operating income (loss)
—

 
(332
)
 
(332
)
Capital expenditures
$
—

 
$
1,528

 
$
1,528

Unallocated Corporate & Other
 
 
 
 
 
Net sales
$
—

 
$
(1,299
)
 
$
(1,299
)
Depreciation and amortization
—

 
190

 
190

Operating income (loss)
—

 
(6,654
)
 
(6,654
)
Capital expenditures
$
—

 
$
82

 
$
82



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NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)



 


Nine months ended July 31, 2015
As Previously Reported
 
Reclassification
 
Current Presentation
Engineered Products
 
 
 
 
 
Net sales
$
450,069

 
$
(450,069
)
 
$
—

Depreciation and amortization
24,541

 
(24,541
)
 
—

Operating income (loss)
7,902

 
(7,902
)
 
—

Capital expenditures
$
21,918

 
$
(21,918
)
 
$
—

NA Engineered Components
 
 
 
 
 
Net sales
$
—

 
$
402,249

 
$
402,249

Depreciation and amortization
—

 
21,690

 
21,690

Operating income (loss)
—

 
21,127

 
21,127

Capital expenditures
$
—

 
$
18,850

 
$
18,850

EU Engineered Components
 
 
 
 
 
Net sales
$
—

 
$
51,304

 
$
51,304

Depreciation and amortization
—

 
1,983

 
1,983

Operating income (loss)
—

 
380

 
380

Capital expenditures
$
—

 
$
2,986

 
$
2,986

Unallocated Corporate & Other
 
 
 
 
 
Net sales
$
—

 
$
(3,484
)
 
$
(3,484
)
Depreciation and amortization
—

 
868

 
868

Operating income (loss)
—

 
(13,605
)
 
(13,605
)
Capital expenditures
$
—

 
$
82

 
$
82


The following table summarizes the change in the carrying amount of goodwill by segment for the nine months ended July 31, 2016 (in thousands):
 
NA Eng. Comp.
 
EU Eng. Comp.
 
NA Cabinet Comp.
 
Unalloc. Corp. & Other
 
Total
Balance as of October 31, 2015
$
51,314

 
$
78,456

 
$
—

 
$
—

 
$
129,770

Woodcraft acquisition
—

 
—

 
114,277

 
—

 
114,277

Other
—

 
(575
)
 
—

 
—

 
(575
)
Foreign currency translation adjustment
—

 
(8,950
)
 
—

 
—

 
(8,950
)
Balance as of July 31, 2016
$
51,314

 
$
68,931

 
$
114,277

 
$
—

 
$
234,522

For further details of Goodwill, see Note 4, "Goodwill & Intangible Assets", located herewith.
We did not allocate non-operating expense or income tax expense to the reportable segments. The following table reconciles operating income (loss) as reported above to net (loss) income for the three and nine months ended July 31, 2016 and 2015:

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Three Months Ended
 
Nine Months Ended
 
July 31,
 
July 31,
 
2016
 
2015
 
2016
 
2015
 
(In thousands)
Operating income (loss)
$
19,930

 
$
9,828

 
$
28,348

 
$
7,902

Interest expense
(22,200
)
 
(338
)
 
(34,324
)
 
(624
)
Other, net
(2,523
)
 
566

 
(4,036
)
 
300

Income tax benefit (expense)
817

 
(3,585
)
 
2,722

 
(1,907
)
Net (loss) income from continuing operations
$
(3,976
)
 
$
6,471

 
$
(7,290
)
 
$
5,671

Product Sales
We produce a wide variety of products that are used in the fenestration industry, including: window and door systems design, engineering and fabrication; accessory trim profiles with real wood veneers and wood grain laminate finishes; window spacer systems; extruded vinyl products; metal fabrication; and astragals, thresholds and screens. In addition, we produce certain non-fenestration products, including kitchen and bath cabinet doors and components, flooring and trim moldings, solar edge tape, plastic decking, fencing, water retention barriers, conservatory roof components, and other products.
The following table summarizes our product sales for the three and nine months ended July 31, 2016 and 2015 into general groupings by segment to provide additional information to our shareholders.
 
Three months ended
 
Nine Months Ended
 
July 31,
 
July 31,
 
2016
 
2015
 
2016
 
2015
 
(In thousands)
NA Engineered Components:
 
 
 
 
 
 
 
United States - fenestration
$
124,725

 
$
129,337

 
$
339,608

 
$
334,234

International - fenestration
9,530

 
9,758

 
23,317

 
24,517

United States - non-fenestration
11,091

 
11,218

 
29,358

 
32,354

International - non-fenestration
5,116

 
3,195

 
13,746

 
11,144

 
$
150,462

 
$
153,508

 
$
406,029

 
$
402,249

EU Engineered Components:
 
 
 
 
 
 
 
United States - fenestration
$
159

 
$
—

 
$
285

 
$
44

International - fenestration
35,547

 
25,979

 
98,744

 
49,242

International - non-fenestration
4,511

 
2,018

 
11,221

 
2,018

 
$
40,217

 
$
27,997

 
$
110,250

 
$
51,304