What changed in this filing

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Item 5. Market for Registrant’s Common Equity

2020-12-11 compared with 2019-12-12 · 29 added, 32 removed, 69 unchanged (47% of the section changed)

5 unchanged sentences

The following table summarizes certain information regarding equity compensation to our employees, officers and directors under equity compensation plans as of October 31, 2020:

Plan Category

Number of securities

Plan Category Number of securities

to be issued upon

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Equity compensation plans approved by security holders

1,095,329 $ 18.88 1,799,174

(1) Column (a) includes securities that may be issued upon future vesting of performance share awards that have been previously granted to key employees and officers.

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(2) The weighted-average exercise price in column (b) does not include the impacts of the performance share awards or any securities that may be issued thereunder.

For additional details, see Note 14 , "Stock-Based Compensation" included elsewhere within this Annual Report on Form 10-K.

For additional details, see Note 13, "Stock-Based Compensation," of the accompanying financial statements in this Annual Report on Form 10-K.

Issuer Purchases of Equity Securities

Set forth below is a table summarizing the program and the repurchase of shares during the quarter ended October 31, 2020.

(a) Total Number of Shares Purchased (1)

Period (a) Total Number of Shares Purchased (1)

(b) Average Price Paid per Share (1)

1 unchanged sentence

(d) Maximum US Dollars Remaining that May Yet Be Used to Purchase Shares Under the Plans or Programs (1)

August 2020 — — — $11,722,595

September 2020 30,001 $17.89 30,001 $11,185,997

October 2020 200 $18.27 200 $11,182,343

Total 30,201 $17.89 30,201

(1) On August 30, 2018, our Board of Directors approved a stock repurchase program that authorized the repurchase of up to $60.0 million worth of shares of our common stock.

1 unchanged sentence

The program does not have an expiration date or a limit on the number of shares that may be purchased.

During the years ended October 31, 2019 and 2018, we purchased 583,398 shares and 1,900,000 shares, respectively, at a cost of $9.6 million and $32.0 million , respectively, under this program.

During the years ended October 31, 2020 and 2019, we purchased 450,000 and 583,398 shares, respectively, at a cost of $7.2 million and $9.6 million, respectively, under this program.

Stock Performance Graph

The following chart represents a comparison of the five year total return of our common stock to the Standard & Poor’s 500 Index (S&P 500), the Russell 2000 Index, and a peer group index selected by us, which includes companies offering similar products and services to ours.

The companies in our peer group for the year ended October 31, 2019 are AAON Inc., American Woodmark Corp, Apogee Enterprises Inc., Armstrong Flooring Inc., Continental Building Products Inc., Cornerstone Building Brands Inc., CSW Industrials Inc., Gibraltar Industries Inc., Griffon Corporation, Insteel Industries Inc., Masonite International, Patrick Industries Inc., PGT Innovations, Inc., Simpson Manufacturing Company Inc., and Trex Company Inc.

INDEXED RETURNS

For the Years Ended

The following chart represents a comparison of the five year total return of our common stock to the Standard & Poor’s 500 Index (S&P 500 Index), the Russell 2000 Index, and a peer group index selected by us, which includes companies offering similar products and services to ours.

The companies in our peer group for the year ended October 31, 2020 are AAON Inc., American Woodmark Corp, Apogee Enterprises Inc., Armstrong Flooring Inc., Continental Building Products Inc., Cornerstone Building Brands Inc., CSW Industrials Inc., Gibraltar Industries Inc., Griffon Corporation, Insteel Industries Inc., L.B.

Foster Company, Masonite International Corp, Mueller Water Products, Inc., Patrick Industries Inc., PGT Innovations, Inc., Simpson Manufacturing Company Inc., and Trex Company Inc.

INDEXED RETURNS For the Years Ended

Company Name / Index 10/31/2015 10/31/2016 10/31/2017 10/31/2018 10/31/2019 10/31/2020

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Data reflects the adoption of accounting standards updates and accounting changes made during the year ended October 31, 2020.

The following information should be read in conjunction with “ Management’s Discussion and Analysis of Financial Condition and Results of Operations ” and our audited financial statements and related notes included elsewhere in this Annual Report on Form 10-K.

The following information should be read in conjunction with Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and our audited financial statements and related notes included elsewhere in this Annual Report on Form 10-K.

Fiscal Years Ended October 31,

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Consolidated Statements of Income

Net sales $ 851,573 $ 893,841 $ 889,785 $ 866,555 $ 928,184

Cost and expenses:

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Asset impairment charges — 74,600 — — 12,602

Operating (loss) income

Operating income (loss) 55,265 (26,427) 35,697 33,937 35,948

Non-operating (expense) income:

Interest expense (5,245) (9,643) (11,100) (9,595) (36,498)

(Loss) income from continuing operations before income taxes

Other, net 280 116 1,156 1,160 (5,074)

Income (loss) before income taxes 50,300 (35,954) 25,753 25,502 (5,624)

Income tax (expense) benefit (11,804) (10,776) 800 (6,819) 3,765

(Loss) income from continuing operations

Income from discontinued operations, net of taxes

Net (loss) income

Basic (loss) earnings per common share:

Basic (loss) earnings from continuing operations

Basic earnings from discontinued operations

Basic (loss) earnings per share

Diluted (loss) earnings per common share:

Diluted (loss) earnings from continuing operations

Diluted earnings from discontinued operations

Diluted (loss) earnings per share

Net income (loss) $ 38,496 $ (46,730) $ 26,553 $ 18,683 $ (1,859)

Earnings per share:

Basic earnings (loss) per share $ 1.18 $ (1.42) $ 0.77 $ 0.55 $ (0.05)

Diluted earnings (loss) per share $ 1.17 $ (1.42) $ 0.76 $ 0.54 $ (0.05)

Cash dividends declared per share $ 0.32 $ 0.32 $ 0.20 $ 0.16 $ 0.16

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Capital expenditures $ 25,726 $ 24,883 $ 26,484 $ 34,564 $ 37,243

Selected Consolidated Balance Sheet Data at Year End

Selected Consolidated Balance Sheet Data

Cash and cash equivalents $ 51,621 $ 30,868 $ 29,003 $ 17,455 $ 25,526

Total assets 691,585 645,110 743,214 774,944 781,418

Long-term debt, excluding current portion 116,728 156,414 209,332 218,184 259,011

Total liabilities $ 335,826 $ 314,923 $ 347,992 $ 367,252 $ 412,742

(1) The results for 2020 include impacts of the COVID-19 pandemic.

See Item 7, "Management's Discussion and Analysis of Financial Condition and Results of Operations - Notable Items, " included elsewhere in this Annual Report on Form 10-K.

(2) Restructuring costs were incurred associated with the closure of several plant facilities.

See Note 1, "Nature of Operations, Basis of Presentation and Significant Accounting Policies - Restructuring," of the accompanying financial statements in this Annual Report on Form 10-K.

(3) In 2019, we recorded goodwill impairment charges of $74.6 million associated with our cabinet components business.

In 2019, 2018, 2017 and 2016, we incurred $0.4 million , $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.

(4) 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.

See Note 8, "Debt and Finance Lease Obligations," included elsewhere in this Annual Report on Form 10-K.

(5) 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 10, "Income Taxes,"included elsewhere in this Annual Report on Form 10-K.

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.

(6) 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.

See Note 8, "Debt and Finance Lease Obligations," included elsewhere in this Annual Report on Form 10-K.

(7) In October 2016, we recorded a goodwill impairment charge of $12.6 million associated with our U.S.

vinyl extrusion business.

In June 2015, we acquired HLP, a vinyl profile extruder with operations located in the U.K.

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.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 5. Market for Registrant’s Common Equity